Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2022 | Aug. 04, 2022 | |
Entity Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2022 | |
Document Transition Report | false | |
Entity File Number | 001-33292 | |
Entity Registrant Name | CORENERGY INFRASTRUCTURE TRUST, INC. | |
Entity Incorporation, State or Country Code | MD | |
Entity Tax Identification Number | 20-3431375 | |
Entity Address, Address Line One | 1100 Walnut, Ste. 3350 | |
Entity Address, City or Town | Kansas City, | |
Entity Address, State or Province | MO | |
Entity Address, Postal Zip Code | 64106 | |
City Area Code | (816) | |
Local Phone Number | 875-3705 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Central Index Key | 0001347652 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q2 | |
Current Fiscal Year End Date | --12-31 | |
Common Stock, par value $0.001 per share | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | Common Stock, par value $0.001 per share | |
Trading Symbol | CORR | |
Security Exchange Name | NYSE | |
Entity Common Stock, Shares Outstanding (in shares) | 15,060,857 | |
7.375% Series A Cumulative Redeemable Preferred Stock | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | 7.375% Series A Cumulative Redeemable Preferred Stock | |
Trading Symbol | CORRPrA | |
Security Exchange Name | NYSE | |
Class B Common Stock | ||
Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding (in shares) | 683,761 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Assets | ||
Property and equipment, net of accumulated depreciation of $44,870,127 and $37,022,035 (Crimson VIE*: $335,765,423, and $338,452,392, respectively) | $ 437,328,908 | $ 441,430,193 |
Leased property, net of accumulated depreciation of $278,838 and $258,207 | 1,247,189 | 1,267,821 |
Financing notes and related accrued interest receivable, net of reserve of $600,000 and $600,000 | 950,034 | 1,036,660 |
Cash and cash equivalents (Crimson VIE: $501,055 and $1,870,000, respectively) | 17,750,255 | 12,496,478 |
Accounts and other receivables (Crimson VIE: $8,577,791 and $11,291,749, respectively) | 12,571,130 | 15,367,389 |
Due from affiliated companies (Crimson VIE: $231,105 and $676,825, respectively) | 231,105 | 676,825 |
Deferred costs, net of accumulated amortization of $536,197 and $345,775 | 606,150 | 796,572 |
Inventory (Crimson VIE: $4,387,216 and $3,839,865, respectively) | 4,540,818 | 3,953,523 |
Prepaid expenses and other assets (Crimson VIE: $3,931,105 and $5,004,566, respectively) | 7,240,815 | 9,075,043 |
Operating right-of-use assets (Crimson VIE: $5,057,314 and $5,647,631, respectively) | 5,374,148 | 6,075,939 |
Deferred tax asset, net | 113,625 | 206,285 |
Goodwill | 16,210,020 | 16,210,020 |
Total Assets | 504,164,197 | 508,592,748 |
Liabilities and Equity | ||
Secured credit facilities, net of deferred financing costs of $970,395 and $1,275,244 | 96,029,605 | 99,724,756 |
Unsecured convertible senior notes, net of discount and debt issuance costs of $2,055,320 and $2,384,170 | 115,994,680 | 115,665,830 |
Accounts payable and other accrued liabilities (Crimson VIE: $8,596,936 and $9,743,904, respectively) | 17,399,201 | 17,036,064 |
Income tax payable | 305,205 | 0 |
Due to affiliated companies (Crimson VIE: $343,105 and $648,316, respectively) | 343,105 | 648,316 |
Operating lease liability (Crimson VIE: $4,849,887 and $5,647,036, respectively) | 5,138,409 | 6,046,657 |
Unearned revenue (Crimson VIE $205,790 and $199,405, respectively) | 6,120,397 | 5,839,602 |
Total Liabilities | 241,330,602 | 244,961,225 |
Commitments and contingencies | ||
Equity | ||
Additional paid-in capital | 332,588,181 | 338,302,735 |
Retained deficit | (323,649,718) | (327,157,636) |
Total CorEnergy Equity | 138,479,882 | 140,686,351 |
Non-controlling interest (Crimson) | 124,353,713 | 122,945,172 |
Total Equity | 262,833,595 | 263,631,523 |
Total Liabilities and Equity | 504,164,197 | 508,592,748 |
Series A Cumulative Redeemable Preferred Stock | ||
Equity | ||
Series A Cumulative Redeemable Preferred Stock 7.375%, $129,525,675 and $129,525,675 liquidation preference ($2,500 per share, $0.001 par value), 10,000,000 authorized; 51,810 and 51,810 issued and outstanding at June 30, 2022 and December 31, 2021, respectively | 129,525,675 | 129,525,675 |
Non-Convertible Common Stock | ||
Equity | ||
Common stock | 15,060 | 14,893 |
Class B Common Stock | ||
Equity | ||
Common stock | $ 684 | $ 684 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | 6 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | |
Accumulated depreciation, property and equipment | $ 44,870,127 | $ 37,022,035 |
Property, plant, and equipment, after accumulated depreciation | 437,328,908 | 441,430,193 |
Accumulated depreciation, leased property | 278,838 | 258,207 |
Reserve for financing notes | 600,000 | 600,000 |
Cash and cash equivalents | 17,750,255 | 12,496,478 |
Accounts and other receivables | 12,571,130 | 15,367,389 |
Due from affiliated companies | 231,105 | 676,825 |
Accumulated amortization, deferred costs | 536,197 | 345,775 |
Inventory | 4,540,818 | 3,953,523 |
Prepaid expenses and other assets | 7,240,815 | 9,075,043 |
Operating right-of-use assets | 5,374,148 | 6,075,939 |
Debt issuance costs, net | 970,395 | 1,275,244 |
Accounts payable and other accrued liabilities | 17,399,201 | 17,036,064 |
Due to affiliated companies | 343,105 | 648,316 |
Operating lease liabilities | 5,138,409 | 6,046,657 |
Unearned revenue | $ 6,120,397 | 5,839,602 |
Series A Cumulative Redeemable Preferred Stock | ||
Preferred stock interest rate | 7.375% | |
Preferred stock, liquidation preference | $ 129,525,675 | $ 129,525,675 |
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 (in shares) | 10,000,000 | 10,000,000 |
Preferred stock, shares issued (in shares) | 51,810 | 51,810 |
Preferred stock, shares outstanding (in shares) | 51,810 | 51,810 |
Non-Convertible Common Stock | ||
Capital stock non-convertible, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Capital stock non-convertible, shares issued (in shares) | 15,060,857 | 14,893,184 |
Capital stock non-convertible, shares outstanding (in shares) | 15,060,857 | 14,893,184 |
Capital stock non-convertible, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Class B Common Stock | ||
Capital stock non-convertible, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Capital stock non-convertible, shares issued (in shares) | 683,761 | 683,761 |
Capital stock non-convertible, shares outstanding (in shares) | 683,761 | 683,761 |
Capital stock non-convertible, shares authorized (in shares) | 11,896,100 | 11,896,100 |
Convertible Debt | ||
Unsecured convertible senior notes, unamortized discount and debt issuance costs | $ 2,055,320 | $ 2,384,170 |
Property, Plant and Equipment, Other Types | ||
Accumulated depreciation, property and equipment | 44,870,127 | 37,022,035 |
Variable Interest Entity, Primary Beneficiary | ||
Property, plant, and equipment, after accumulated depreciation | 335,765,423 | 338,452,392 |
Cash and cash equivalents | 501,055 | 1,870,000 |
Accounts and other receivables | 8,577,791 | 11,291,749 |
Due from affiliated companies | 231,105 | 676,825 |
Inventory | 4,387,216 | 3,839,865 |
Prepaid expenses and other assets | 3,931,105 | 5,004,566 |
Operating right-of-use assets | 5,057,314 | 5,647,631 |
Accounts payable and other accrued liabilities | 8,596,936 | 9,743,904 |
Due to affiliated companies | 343,105 | 648,316 |
Operating lease liabilities | 4,849,887 | 5,647,036 |
Unearned revenue | $ 205,790 | $ 199,405 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Revenue | ||||
Lease | $ 30,825 | $ 701,525 | $ 65,050 | $ 1,176,000 |
Total Revenue | 31,521,436 | 32,296,578 | 64,393,787 | 55,337,076 |
Expenses | ||||
General and administrative expense | 5,276,363 | 5,381,654 | 10,419,228 | 15,218,447 |
Depreciation, amortization and ARO accretion | 3,992,314 | 3,748,453 | 7,968,981 | 6,646,783 |
Loss on impairment and disposal of leased property | 0 | 0 | 0 | 5,811,779 |
Loss on termination of lease | 0 | 0 | 0 | 165,644 |
Total Expenses | 25,971,341 | 26,717,163 | 51,229,365 | 56,721,162 |
Operating Income (loss) | 5,550,095 | 5,579,415 | 13,164,422 | (1,384,086) |
Other Income (expense) | ||||
Other income | 136,023 | 299,293 | 256,565 | 362,819 |
Interest expense | (3,342,906) | (3,295,703) | (6,489,761) | (6,226,710) |
Loss on extinguishment of debt | 0 | 0 | 0 | (861,814) |
Total Other Expense | (3,206,883) | (2,996,410) | (6,233,196) | (6,725,705) |
Income (Loss) before income taxes | 2,343,212 | 2,583,005 | 6,931,226 | (8,109,791) |
Taxes | ||||
Current tax expense | 156,877 | 20,374 | 307,921 | 48,241 |
Deferred tax expense | 16,209 | 135,222 | 88,422 | 108,822 |
Total income tax expense, net | 173,086 | 155,596 | 396,343 | 157,063 |
Net Income (loss) | 2,170,126 | 2,427,409 | 6,534,883 | (8,266,854) |
Less: Net income attributable to non-controlling interest | 966,671 | 2,014,870 | 3,026,965 | 3,620,178 |
Net income (loss) attributable to CorEnergy | 1,203,455 | 412,539 | 3,507,918 | (11,887,032) |
Preferred stock dividends | 2,388,130 | 2,309,672 | 4,776,260 | 4,619,344 |
Net loss attributable to Common Stockholders | $ (1,184,675) | $ (1,897,133) | $ (1,268,342) | $ (16,506,376) |
Net Loss Per Common Share: | ||||
Basic (in dollars per share) | $ (0.08) | $ (0.14) | $ (0.08) | $ (1.21) |
Diluted (in dollars per share) | $ (0.08) | $ (0.14) | $ (0.08) | $ (1.21) |
Weighted Average Shares of Common Stock Outstanding: | ||||
Basic (in shares) | 15,673,703 | 13,659,667 | 15,637,515 | 13,655,617 |
Diluted (in shares) | 15,673,703 | 13,659,667 | 15,637,515 | 13,655,617 |
Dividends declared per share (in dollars per share) | $ 0.050 | $ 0.050 | $ 0.100 | $ 0.100 |
Transportation and distribution | ||||
Revenue | ||||
Revenue from contracts with customers | $ 28,112,834 | $ 28,100,343 | $ 57,874,188 | $ 49,395,482 |
Expenses | ||||
Cost of revenue | 14,263,677 | 15,363,410 | 28,209,520 | 25,706,007 |
Pipeline loss allowance subsequent sales | ||||
Revenue | ||||
Revenue from contracts with customers | 3,074,436 | 2,915,533 | 5,806,199 | 3,991,255 |
Expenses | ||||
Cost of revenue | 2,438,987 | 2,223,646 | 4,631,636 | 3,172,502 |
Other | ||||
Revenue | ||||
Revenue from contracts with customers | $ 303,341 | $ 579,177 | $ 648,350 | $ 774,339 |
Consolidated Statements of Equi
Consolidated Statements of Equity - USD ($) | Total | Class B Common Stock | Series A Cumulative Redeemable Preferred Stock | Common Stock | Common Stock Class B Common Stock | Additional Paid-in Capital | Retained Deficit | Non-controlling Interest |
Beginning balance at Dec. 31, 2020 | $ 149,399,827 | $ 125,270,350 | $ 13,652 | $ 339,742,380 | $ (315,626,555) | $ 0 | ||
Beginning balance (in shares) at Dec. 31, 2020 | 13,651,521 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net income (loss) | (10,694,263) | (12,299,571) | 1,605,308 | |||||
Series A preferred stock dividends | (2,309,672) | (2,309,672) | ||||||
Adjustments to APIC, dividends in excess of retained earnings | (682,576) | |||||||
Common Stock dividends | (682,576) | |||||||
Equity attributable to non-controlling interest (Note 3) | 115,323,036 | 115,323,036 | ||||||
Ending balance at Mar. 31, 2021 | 251,036,352 | 125,270,350 | $ 13,652 | 336,750,132 | (327,926,126) | 116,928,344 | ||
Ending balance (in shares) at Mar. 31, 2021 | 13,651,521 | |||||||
Beginning balance at Dec. 31, 2020 | 149,399,827 | 125,270,350 | $ 13,652 | 339,742,380 | (315,626,555) | 0 | ||
Beginning balance (in shares) at Dec. 31, 2020 | 13,651,521 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net income (loss) | (8,266,854) | (11,887,032) | 3,620,178 | |||||
Series A preferred stock dividends | (4,619,344) | (4,619,344) | ||||||
Adjustments to APIC, dividends in excess of retained earnings | (1,365,152) | |||||||
Common Stock dividends | (1,365,152) | |||||||
Reinvestment of dividends paid to common stockholders (in shares) | 21,805 | |||||||
Reinvestment of dividends paid to common stockholders | 132,795 | $ 21 | 132,774 | |||||
Crimson cash distribution on A-1 Units | (604,951) | (604,951) | ||||||
Crimson A-2 Units dividends payment in kind | (406,000) | (406,000) | ||||||
Equity attributable to non-controlling interest | 116,611,762 | 116,611,762 | ||||||
Ending balance at Jun. 30, 2021 | 250,882,083 | 125,270,350 | $ 13,673 | 333,890,658 | (327,513,587) | 119,220,989 | ||
Ending balance (in shares) at Jun. 30, 2021 | 13,673,326 | |||||||
Beginning balance at Mar. 31, 2021 | 251,036,352 | 125,270,350 | $ 13,652 | 336,750,132 | (327,926,126) | 116,928,344 | ||
Beginning balance (in shares) at Mar. 31, 2021 | 13,651,521 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net income (loss) | 2,427,409 | 412,539 | 2,014,870 | |||||
Series A preferred stock dividends | (2,309,672) | (2,309,672) | ||||||
Adjustments to APIC, dividends in excess of retained earnings | (682,576) | |||||||
Common Stock dividends | (682,576) | |||||||
Reinvestment of dividends paid to common stockholders (in shares) | 21,805 | |||||||
Reinvestment of dividends paid to common stockholders | 132,795 | $ 21 | 132,774 | |||||
Crimson cash distribution on A-1 Units | (604,951) | (604,951) | ||||||
Crimson A-2 Units dividends payment in kind | (406,000) | (406,000) | ||||||
Equity attributable to non-controlling interest | 1,288,726 | 1,288,726 | ||||||
Ending balance at Jun. 30, 2021 | 250,882,083 | 125,270,350 | $ 13,673 | 333,890,658 | (327,513,587) | 119,220,989 | ||
Ending balance (in shares) at Jun. 30, 2021 | 13,673,326 | |||||||
Beginning balance at Dec. 31, 2021 | 263,631,523 | 129,525,675 | $ 14,893 | $ 684 | 338,302,735 | (327,157,636) | 122,945,172 | |
Beginning balance (in shares) at Dec. 31, 2021 | 683,761 | 14,893,184 | 683,761 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net income (loss) | 4,364,757 | 2,304,463 | 2,060,294 | |||||
Series A preferred stock dividends | (2,388,130) | (2,388,130) | ||||||
Adjustments to APIC, dividends in excess of retained earnings | (744,659) | (744,659) | ||||||
Reinvestment of dividends paid to common stockholders (in shares) | 67,444 | |||||||
Reinvestment of dividends paid to common stockholders | 207,053 | $ 67 | 206,986 | |||||
Crimson cash distribution on A-1 Units | (809,212) | (809,212) | ||||||
Ending balance at Mar. 31, 2022 | 264,261,332 | 129,525,675 | $ 14,960 | $ 684 | 335,376,932 | (324,853,173) | 124,196,254 | |
Ending balance (in shares) at Mar. 31, 2022 | 14,960,628 | 683,761 | ||||||
Beginning balance at Dec. 31, 2021 | 263,631,523 | 129,525,675 | $ 14,893 | $ 684 | 338,302,735 | (327,157,636) | 122,945,172 | |
Beginning balance (in shares) at Dec. 31, 2021 | 683,761 | 14,893,184 | 683,761 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net income (loss) | 6,534,883 | 3,507,918 | 3,026,965 | |||||
Series A preferred stock dividends | (4,776,260) | (4,776,260) | ||||||
Adjustments to APIC, dividends in excess of retained earnings | (1,492,690) | (1,492,690) | ||||||
Reinvestment of dividends paid to common stockholders (in shares) | 136,756 | |||||||
Reinvestment of dividends paid to common stockholders | 403,204 | $ 136 | 403,068 | |||||
Crimson cash distribution on A-1 Units | (1,618,424) | (1,618,424) | ||||||
Stock-based compensation (in shares) | 30,917 | |||||||
Stock-based compensation | 151,359 | $ 31 | 151,328 | |||||
Crimson A-2 Units dividends payment in kind | 0 | |||||||
Ending balance at Jun. 30, 2022 | 262,833,595 | 129,525,675 | $ 15,060 | $ 684 | 332,588,181 | (323,649,718) | 124,353,713 | |
Ending balance (in shares) at Jun. 30, 2022 | 683,761 | 15,060,857 | 683,761 | |||||
Beginning balance at Mar. 31, 2022 | 264,261,332 | 129,525,675 | $ 14,960 | $ 684 | 335,376,932 | (324,853,173) | 124,196,254 | |
Beginning balance (in shares) at Mar. 31, 2022 | 14,960,628 | 683,761 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net income (loss) | 2,170,126 | 1,203,455 | 966,671 | |||||
Series A preferred stock dividends | (2,388,130) | (2,388,130) | ||||||
Adjustments to APIC, dividends in excess of retained earnings | (748,031) | (748,031) | ||||||
Reinvestment of dividends paid to common stockholders (in shares) | 69,312 | |||||||
Reinvestment of dividends paid to common stockholders | 196,151 | $ 69 | 196,082 | |||||
Crimson cash distribution on A-1 Units | (809,212) | (809,212) | ||||||
Stock-based compensation (in shares) | 30,917 | |||||||
Stock-based compensation | 151,359 | $ 31 | 151,328 | |||||
Ending balance at Jun. 30, 2022 | $ 262,833,595 | $ 129,525,675 | $ 15,060 | $ 684 | $ 332,588,181 | $ (323,649,718) | $ 124,353,713 | |
Ending balance (in shares) at Jun. 30, 2022 | 683,761 | 15,060,857 | 683,761 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Operating Activities | ||
Net income (loss) | $ 6,534,883 | $ (8,266,854) |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||
Deferred income tax, net | 88,422 | 108,822 |
Depreciation, amortization and ARO accretion | 8,793,101 | 7,427,544 |
Loss on impairment and disposal of leased property | 0 | 5,811,779 |
Loss on termination of lease | 0 | 165,644 |
Loss on extinguishment of debt | 0 | 861,814 |
Gain on sale of equipment | (22,678) | 0 |
Stock-based compensation | 151,359 | 0 |
Changes in assets and liabilities: | ||
Accounts and other receivables | 1,024,635 | 541,580 |
Financing note accrued interest receivable | 0 | (9,926) |
Inventory | (587,295) | 144,113 |
Prepaid expenses and other assets | 2,487,362 | (2,349,299) |
Due from affiliated companies, net | 140,509 | (184,030) |
Management fee payable | 0 | (666,856) |
Accounts payable and other accrued liabilities | 363,137 | 1,740,265 |
Income tax liability | 305,205 | 0 |
Operating lease liability | (908,248) | (673,516) |
Unearned revenue | 280,795 | (292,738) |
Net cash provided by operating activities | 18,651,187 | 4,358,342 |
Investing Activities | ||
Acquisition of Crimson Midstream Holdings, net of cash acquired | 0 | (69,002,053) |
Purchases of property and equipment | (4,141,485) | (9,275,334) |
Proceeds from reimbursable projects | 2,103,544 | 0 |
Proceeds from sale of property and equipment | 38,075 | 79,600 |
Proceeds from insurance recovery | 0 | 60,153 |
Principal payment on financing note receivable | 86,626 | 70,417 |
Net cash used in investing activities | (1,913,240) | (78,067,217) |
Financing Activities | ||
Debt financing costs | 0 | (2,735,922) |
Dividends paid on Series A preferred stock | (4,776,260) | (4,619,344) |
Dividends paid on Common Stock | (1,492,690) | (1,232,357) |
Reinvestment of Dividends Paid to Common Stockholders | 403,204 | 0 |
Distributions to non-controlling interest | (1,618,424) | (604,951) |
Advances on revolving line of credit | 4,000,000 | 8,000,000 |
Payments on revolving line of credit | (4,000,000) | (7,000,000) |
Principal payments on Crimson secured credit facility | (4,000,000) | 0 |
Net cash used in financing activities | (11,484,170) | (8,192,574) |
Net change in Cash and Cash Equivalents | 5,253,777 | (81,901,449) |
Cash and Cash Equivalents at beginning of period | 12,496,478 | 99,596,907 |
Cash and Cash Equivalents at end of period | 17,750,255 | 17,695,458 |
Supplemental Disclosure of Cash Flow Information | ||
Interest paid | 4,999,845 | 5,750,876 |
Income taxes paid (net of refunds) | (12,055) | (1,286) |
Non-Cash Investing Activities | ||
In-kind consideration for the Grand Isle Gathering System provided as partial consideration for the Crimson Midstream Holdings acquisition | 0 | 48,873,169 |
Crimson Credit Facility assumed and refinanced in connection with the Crimson Midstream Holdings acquisition | 0 | 105,000,000 |
Equity consideration attributable to non-controlling interest holder in connection with the Crimson Midstream Holdings acquisition | 0 | 116,205,762 |
Purchases of property, plant and equipment in accounts payable and other accrued liabilities | 771,180 | 386,009 |
Non-Cash Financing Activities | ||
Change in accounts payable and accrued expenses related to debt financing costs | 0 | 235,198 |
Crimson A-2 Units dividends payment-in-kind | $ 0 | $ 406,000 |
INTRODUCTION AND BASIS OF PRESE
INTRODUCTION AND BASIS OF PRESENTATION | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
INTRODUCTION AND BASIS OF PRESENTATION | INTRODUCTION AND BASIS OF PRESENTATION Introduction CorEnergy Infrastructure Trust, Inc. (referred to as "CorEnergy" or "the Company"), was 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 owns and operates critical energy midstream infrastructure connecting the upstream and downstream sectors within the industry. The Company currently generates revenue from the transportation, via pipeline, of crude oil and natural gas for its customers in California and Missouri, respectively. The pipelines are located in areas where it would be difficult to replicate rights of way or transport crude oil or natural gas via non-pipeline alternatives resulting in the Company's assets providing utility-like criticality in the midstream supply chain for its customers. CorEnergy's Private Letter Rulings ("PLRs") enable the Company to invest in a broader set of revenue contracts within its REIT structure, including the opportunity to not only own but also operate infrastructure assets. CorEnergy has determined its investments in these energy infrastructure assets to be a single reportable business segment and reports them accordingly in its consolidated financial statements. The principal executive offices of our Company are located at 1100 Walnut, Suite 3350, Kansas City, Missouri 64106. Our telephone number is (816) 875-3705. Basis of Presentation and Consolidation T he accompanying consolidated financial statements include CorEnergy accounts and the accounts of its wholly-owned subsidiaries and variable interest entities ("VIEs") for which CorEnergy is the primary beneficiary. The consolidated financial statements 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-Q, and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. 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 Company's net earnings have been reduced by the portion of net earnings attributable to non-controlling interests, when applicable. Prior period amounts have been recast to conform with the current presentation. Operating results for the three and six months ended June 30, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022 or any other interim or annual period. These consolidated financial statements and Management's Discussion and Analysis of the Financial Condition and Results of Operations should be read in conjunction with CorEnergy's Annual Report on Form 10-K, for the year ended December 31, 2021, filed with the SEC on March 14, 2022 (the "2021 CorEnergy 10-K"). |
RECENT ACCOUNTING PRONOUNCEMENT
RECENT ACCOUNTING PRONOUNCEMENTS | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Standards Update and Change in Accounting Principle [Abstract] | |
RECENT ACCOUNTING PRONOUNCEMENTS | RECENT ACCOUNTING PRONOUNCEMENTS In June of 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 those fiscal years. In November of 2019, the FASB issued ASU 2019-10, Financial Instruments - Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842) Effective Dates , which deferred the effective dates of these standards for certain entities. Based on the guidance for smaller reporting companies, the effective date of ASU 2016-13 and related codification improvements is deferred for the Company until fiscal year 2023 with early adoption permitted, and the Company has elected to defer adoption of this standard. In March of 2020, the FASB issued ASU 2020-04, "Reference Rate Reform (Topic 848)" |
ACQUISITIONS
ACQUISITIONS | 6 Months Ended |
Jun. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
ACQUISITIONS | ACQUISITIONS Crimson Midstream Holdings, LLC Effective February 1, 2021, the Company completed the acquisition of a 49.50 percent interest in Crimson (which includes a 49.50 percent voting interest and the right to 100.0 percent of the economic benefit of Crimson's business, after satisfying the distribution rights of the remaining equity holders) for total consideration with a fair value of $343.8 million after giving effect to the initial working capital adjustments and with the right to acquire the remaining 50.50 percent voting interest, subject to CPUC approval. After giving effect to the initial working capital adjustments, the consideration consisted of a combination of cash on hand of $74.6 million, commitments to issue new common and preferred equity valued at $115.3 million, contribution of the Grand Isle Gathering System ("GIGS") asset with a fair value of $48.9 million to the sellers and $105.0 million in new term loan and revolver borrowings, all as detailed further below. The consideration was subject to a final working capital adjustment. Crimson is a CPUC regulated crude oil pipeline owner and operator, and its assets include four critical infrastructure pipeline systems spanning approximately 2,000 miles (including 1,100 active miles) across northern, central and southern California, connecting California crude production to in-state refineries. To effect the Crimson Transaction, on February 4, 2021, the Company entered into and consummated a Membership Interest Purchase Agreement (the "MIPA") with CGI Crimson Holdings, L.L.C. ("Carlyle"), Crimson, and John D. Grier and certain affiliated trusts of Grier (the "Grier Members"). Pursuant to the terms of the MIPA, the Company acquired all of the Class C Units of Crimson owned by Carlyle, which represents 49.50 percent of all of the issued and outstanding membership interests of Crimson for approximately $66.0 million in cash (net of initial working capital adjustments) and the transfer to Carlyle of the Company's interest in GIGS (as further described in Note 5 ("Leased Properties And Leases")). Crimson Midstream Operating and Corridor MoGas also entered into a $105.0 million Amended and Restated Credit Agreement with Wells Fargo (as further described below and in Note 12 ("Debt")). Simultaneously, Crimson, the Company, and the Grier Members entered into the Third Amended and Restated Limited Liability Company Agreement ("Third LLC Agreement”) of Crimson. Pursuant to the terms of the Third LLC Agreement, the Grier Members' outstanding membership interests in Crimson were exchanged for 1,613,202 Class A-1 Units of Crimson, 2,436,000 Class A-2 Units of Crimson and 2,450,142 Class A-3 Units of Crimson, which, as described in Note 13 ("Stockholders' Equity"), may eventually be exchangeable for shares of the Company's common and preferred stock. The Company received 10,000 Class B-1 Units, which represent the Company's economic interest in Crimson. The Class A-1 Units issued were subject to a final working capital adjustment. Additionally, 495,000 Class C-1 Units (representing 49.50 percent of the voting interests under the Third LLC Agreement) were issued to the Company in exchange for the former Class C Units acquired from Carlyle and 505,000 Class C-1 Units (representing 50.50 percent of the voting interests under the Third LLC Agreement) were issued to the Grier Members, in exchange for the Class C Units held by the Grier Members prior to the Crimson Transaction. In June 2021, the final working capital adjustment was made for the Crimson Transaction which resulted in an increase in the assets acquired of $1,790,455. This resulted in an additional 37,043 Class A-1 Units being issued to the Grier Members for their 50.50 percent ownership interest and $907,728 of additional cash being paid for the 49.50 percent ownership interest CorEnergy purchased. The newly issued units resulted in an increase in the aggregate value of non-controlling interest of $882,726 and increased the Grier Members' total Class A-1 Units to 1,650,245. After the working capital adjustment and paid-in-kind dividends, the Grier Members' equity ownership interest is 50.62 percent as of June 30, 2022. The acquisition was treated as a business combination in accordance with ASC 805, Business Combinations , which requires allocation of the purchase price to the estimated fair values of assets and liabilities acquired in the transaction. The allocation of purchase price was based on management's judgment after evaluating several factors, including a valuation assessment. The following is a summary of the final allocation of the purchase price: Crimson Midstream Holdings, LLC Assets Acquired Cash and cash equivalents $ 6,554,921 Accounts and other receivables 11,394,441 Inventory 1,681,637 Prepaid expenses and other assets 6,144,932 Property and equipment (1) 333,715,139 Operating right-of-use asset 6,268,077 Total assets acquired: $ 365,759,147 Liabilities Assumed Accounts payable and other accrued liabilities (1) $ 13,540,164 Operating lease liability 6,268,077 Unearned revenue 315,000 Total liabilities assumed: $ 20,123,241 Fair Value of Net Assets Acquired: $ 345,635,906 Non-controlling interest at fair value (2)(3) $ 116,205,762 (1) Amounts recorded for property and equipment include land, buildings, lease assets, leasehold improvements, furniture, fixtures and equipment. During the three months ended June 30, 2021, the Company recorded a $1.8 million working capital adjustment primarily related to the valuation of land. During the three months ended December 31, 2021, the Company recorded measurement period adjustments relating to (i) rights of way and pipelines, which resulted in $734 thousand additional depreciation for the year ended December 31, 2021 and (ii) accrued office lease in the amount of $250 thousand, which is netted against the $1.8 million working capital adjustment. (2) Includes a non-controlling interest for Grier Members' equity consideration in the A-1, A-2 and A-3 Units (including the 37,043 newly issued A-1 Units) with a total fair value of $116.2 million. Refer to "Fair Value of Non-controlling Interest" below and Note 13 ("Stockholders' Equity") for further details. (3) In addition to the newly issued Class A-1 Units, CorEnergy also paid $907,728 in cash as a contribution to Crimson Midstream Holdings, LLC. Fair Value of Assets and Liabilities Acquired The fair value of property and equipment was determined from an external valuation performed by an unrelated third party specialist based on the cost methodology. The preliminary fair value measurement of tangible assets is based on significant inputs not observable in the market and thus represent Level 3 measurements within the fair value measurement hierarchy. The significant unobservable input used includes a discount rate based on an estimated weighted average cost of capital of a theoretical market participant. The Company utilized a weighted average discount rate of 14.0 percent when deriving the fair value of the property and equipment acquired. The weighted average discount rate reflects management's best estimate of inputs a market participant would utilize. In addition, the Company utilized revenue, cost and growth projections in its discounted cash flows to value the assets and liabilities acquired as well as relevant third-party valuation data for the pipeline right of ways. The carrying value of cash and cash equivalents, accounts and other receivables, prepaid expenses and other assets, and accounts payable and other accrued liabilities, approximate fair value due to their short term, highly liquid nature. Inventory was valued based on average crude oil inventory prices, less an applicable discount to sell, at the acquisition date. Fair Value of Non-controlling Interest The fair value of the non-controlling interest for each of the A-1, A-2 and A-3 Units was determined from an external valuation performed by an unrelated third party specialist. As described in Note 13 ("Stockholders' Equity"), the A-1, A-2 and A-3 Units have the right to receive any distributions that the Company's Board of Directors determines would be payable as if they held (initially) the shares of Series C Preferred Stock, Series B Preferred Stock and Class B Common Stock, respectively, with all distributions on Class A-1 Units becoming tied to the Company's Series A Preferred Stock as of June 30, 2021 and distributions on the Class A-2 Units becoming tied to the Class B Common Stock as of July 7, 2021, as further described in Note 13 ("Stockholders' Equity"). To determine the fair value of the units on February 1, 2021, the third-party valuation specialists developed a Monte Carlo model to simulate a distribution of future prices underlying the CorEnergy securities associated with the A-1, A-2 and A-3 Units. The fair value measurement is based on observable inputs related to the Company's Common Stock and Series A Preferred Stock, including stock price, historical volatility and dividend yield. The fair value measurement is also based on significant inputs not observable in the market and thus represent Level 3 measurements. The significant unobservable inputs include a discount rate of 11.88 percent for the A-1 Units and 11.75 percent for the A-3 Units. The valuation for the A-2 Units assumed stockholder approval would be received to exchange the A-2 Units to Class B Common Stock instead of Series B Preferred Stock. Therefore, the valuation mirrors the assumptions utilized for the A-3 Units. During the six months ended June 30, 2021, the Company incurred transaction costs and financing costs at closing of approximately $2.0 million and $2.8 million, respectively. The Company also incurred due diligence costs and other financing costs of $785 thousand and $235 thousand, respectively, for the six months ended June 30, 2021. Transaction and due diligence costs are recorded in general and administrative expenses in the Consolidated Statements of Operation. Financing costs were capitalized as deferred debt issuance costs in the Consolidated Balance Sheet. Pro Forma Results of Operations (Unaudited) The following selected comparative unaudited pro forma revenue information for the six months ended June 30, 2021 assumes that the Crimson acquisition occurred at the beginning of 2021, and reflects the full results for the period presented. The pro forma results have been prepared for comparative purposes only and do not purport to indicate the results of operations which would actually have occurred had the combination been in effect on the dates indicated, or which may occur in the future. These amounts have been calculated after applying the Company's accounting policies. The Company has excluded pro forma information related to net earnings (loss) as it is impracticable to provide the information as Crimson was part of a larger entity that was separated via a common control transfer at the closing of the Crimson Transaction. As a result, quarterly financial information has not been carved-out for the Crimson entities acquired in prior quarterly periods. Pro Forma June 30, 2021 Revenues $ 64,125,099 Corridor InfraTrust Management, LLC On July 6, 2021, the Company consummated the internalization of the Company’s management company (the “Internalization”) pursuant to the Contribution Agreement, dated as of February 4, 2021 (the Contribution Agreement”), by and among the Company and the Contributors. Pursuant to the Contribution Agreement and following approval by the Company’s stockholders, the Company, acquired Corridor, which owns the assets previously used by Corridor in its performance of the management functions previously provided to the Company. Upon closing of the Internalization, the Company became an internally managed real estate investment trust. As an internally managed company, the Company no longer pays the former Manager any fees or expense reimbursements arising from the Management Agreement but rather incurs the former Manager's direct employee compensation and office related expenses. The Internalization was consummated for a purchase price of approximately $14.6 million, payable in equity. Pursuant to the Contribution Agreement, the Company issued to the Contributors, based on each Contributor's percentage ownership in Corridor, an aggregate of: (i) 1,153,846 shares of Common Stock, (ii) 683,761 shares of Class B Common Stock, and (iii) 170,213 depositary shares of Series A Preferred Stock (collectively with the Common Stock and Class B Common Stock, the "REIT Stock"). At closing, the Management Agreement and Administrative Agreement were both effectively terminated. The acquisition is a business combination in accordance with ASC 805, Business Combinations , which requires allocation of the purchase price to the estimated fair values of assets and liabilities acquired in the transaction. The allocation of purchase price is based on management's judgment after evaluating several factors, including a valuation assessment. The following is a summary of the final allocation of the purchase price: Corridor InfraTrust Management, LLC Assets Acquired Cash and cash equivalents $ 952,487 Accounts and other receivables 344,633 Prepaid expenses and other assets 14,184 Property and equipment 87,101 Operating right-of-use asset 453,396 Goodwill 14,491,152 Total assets acquired: $ 16,342,953 Liabilities Assumed Accounts payable and other accrued liabilities $ 1,259,402 Operating lease liability 453,396 Total liabilities assumed: $ 1,712,798 Fair Value of Net Assets Acquired: $ 14,630,155 Fair Value of Assets and Liabilities Acquired |
TRANSPORTATION AND DISTRIBUTION
TRANSPORTATION AND DISTRIBUTION REVENUE | 6 Months Ended |
Jun. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
TRANSPORTATION AND DISTRIBUTION REVENUE | TRANSPORTATION AND DISTRIBUTION REVENUE The Company's contracts related to transportation and distribution revenue are primarily comprised of a mix of crude oil, natural gas supply and natural gas transportation and distribution performance obligations, as well as limited performance obligations related to system maintenance and improvement. Crude Oil and Natural Gas Transportation and Distribution Under the Company's (i) crude oil and natural gas transportation, (ii) natural gas supply and (iii) natural gas distribution performance obligations, the customer simultaneously receives and consumes the benefit of the services as the commodity is delivered. Therefore, the transaction price is allocated proportionally over the series of identical performance obligations with each contract, and the Company satisfies performance obligations over time as transportation and distribution services are performed. The transaction price is calculated based on (i) index price, plus a contractual markup in the case of natural gas supply agreements (considered variable due to fluctuations in the index), (ii) CPUC and FERC regulated rates or negotiated rates in the case of transportation agreements and (iii) contracted amounts (with annual CPI escalators) in the case of the Company's distribution agreement. The Company's crude oil transportation revenue also includes amounts earned for pipeline loss allowance ("PLA"). PLA revenue, recorded within transportation revenue, represents the estimated realizable value of the earned loss allowance volumes received by the Company as applicable under the tariff or contract. As is common in the pipeline transportation industry, as crude oil is transported, the Company earns a small percentage of the crude oil volume transported to offset any measurement uncertainty or actual volumes lost in transit. The Company will settle the PLA with its shippers either in-kind or in cash. PLA received by the Company typically exceeds actual pipeline losses in transit and typically results in a benefit to the Company. For PLA volumes received in-kind, the Company records these in inventory. When PLA is paid in-kind, the barrels are valued at current market price less standard deductions, recorded as inventory and recognized as non-cash consideration revenue, concurrent with related transportation services. PLA paid in cash is treated in the same way as in-kind, but no inventory is created. In accordance with ASC 606, when control of the PLA volumes have been transferred to the purchaser, the Company records this non-cash consideration as revenue at the contractual sales price within PLA revenue and PLA cost of revenues. Based on the nature of the agreements, revenue for all but one of the Company's natural gas supply, transportation and distribution performance obligations is recognized on a right to invoice basis as the performance obligations are met, which represents what the Company expects to receive in consideration and is representative of value delivered to the customer. System Maintenance & Improvement System maintenance and improvement contracts are specific and tailored to the customer's needs, have no alternative use and have an enforceable right to payment as the services are provided. Revenue is recognized on an input method, based on the actual cost of service as a measure of the performance obligation satisfaction. Differences between amounts invoiced and revenue recognized under the input method are reflected as an asset or liability on the Consolidated Balance Sheets. The costs of system improvement projects are recognized as a financing arrangement in accordance with guidance in the lease standard while the margin is recognized in accordance with the revenue standard as discussed above. The table below summarizes the Company's contract liability balance related to its transportation and distribution revenue contracts as of June 30, 2022: Contract Liability (1) June 30, 2022 December 31, 2021 Beginning Balance January 1 $ 5,339,364 $ 6,104,979 Unrecognized Performance Obligations 1,053,023 199,405 Recognized Performance Obligations (292,737) (965,020) Ending Balance $ 6,099,650 $ 5,339,364 (1) The contract liability balance is included in unearned revenue in the Consolidated Balance Sheets. The Company's contract asset balance was $10 thousand and $40 thousand as of June 30, 2022 and December 31, 2021, respectively. The Company also recognized deferred contract costs related to incremental costs to obtain a transportation performance obligation contract, which are amortized on a straight-line basis over the remaining term of the contract. As of June 30, 2022, the remaining unamortized deferred contract costs balance was approximately $805 thousand. The contract asset and deferred contract costs balances are included in prepaid expenses and other assets in the Consolidated Balance Sheets. The following is a breakout of the Company's transportation and distribution revenue for the three and six months ended June 30, 2022 and 2021: For the Three Months Ended For the Six Months Ended June 30, 2022 June 30, 2021 June 30, 2022 June 30, 2021 Crude oil transportation revenue $ 22,582,970 80.3 % $ 22,955,068 81.7 % $ 46,712,334 80.7 % $ 38,559,294 78.3 % Natural gas transportation revenue 4,077,445 14.5 % 3,620,569 12.9 % 8,138,721 14.1 % 7,426,793 14.9 % Natural gas distribution revenue 1,236,261 4.4 % 1,185,375 4.2 % 2,434,166 4.2 % 2,384,188 4.8 % Other 216,158 0.8 % 339,331 1.2 % 588,967 1.0 % 1,025,207 2.0 % Total $ 28,112,834 100.0 % 28,100,343 100.0 % 57,874,188 100.0 % 49,395,482 100.0 % |
LEASED PROPERTIES AND LEASES
LEASED PROPERTIES AND LEASES | 6 Months Ended |
Jun. 30, 2022 | |
Leases [Abstract] | |
LEASED PROPERTIES AND LEASES | LEASED PROPERTIES AND LEASES LESSOR - LEASED PROPERTIES Prior to 2021, the Company primarily acquired midstream and downstream assets in the U.S. energy sector such as pipelines, storage terminals, and gas and electric distribution systems and, historically, leased many of these assets to operators under triple-net leases. The Company divested all of its material leased assets including GIGS on February 4, 2021 as described further below. Sale and Impairment of the Grand Isle Gathering System As discussed in Note 3 ("Acquisitions"), on February 4, 2021, the Company contributed the GIGS asset as partial consideration for the acquisition of its interest in Crimson resulting in its disposal, along with the asset retirement obligation (collectively, the "GIGS Disposal Group"), which was assumed by the sellers. Upon meeting the held for sale criteria in mid-January 2021, the Company ceased recording depreciation on the GIGS asset. The GIGS asset had a carrying value of $63.5 million and the asset retirement obligation had a carrying value of $8.8 million, or a net carrying value of $54.7 million for the GIGS Disposal Group. The GIGS asset had a fair value of approximately $48.9 million at the time of disposal, which was determined by a discounted cash flow model and utilized the forecast of a market participant and their expected operation of the asset. The fair value measurement is also based on significant inputs not observable in the market and thus represent Level 3 measurements. The significant unobservable inputs include a discount rate of 11.75 percent. The contribution of the GIGS Disposal Group resulted in a loss on impairment and disposal of leased property of $5.8 million in the Consolidated Statements of Operations in the six months ended June 30, 2021. Termination of the Grand Isle Lease Agreement In connection with the GIGS disposition, the Company and Grand Isle Corridor entered into a Settlement and Mutual Release Agreement (the "Settlement Agreement") with the EGC Tenant, EGC, and CEXXI, LLC (the "EXXI Entities") related to the previously reported litigation between them and terminated the Grand Isle Lease Agreement. The termination of the Grand Isle Lease Agreement resulted in the write-off of deferred lease costs of $166 thousand, which is recorded as a loss on termination of lease in the Consolidated Statements of Operations for the six months ended June 30, 2021. LESSEE - LEASED PROPERTIES The Company and its subsidiaries currently lease land, corporate office space and single-use office space. During 2021, the Company acquired additional right-of-use assets and operating lease liabilities with the Crimson Transaction and with the Internalization. Additionally, the Company signed a new lease for the Denver corporate office. The Company's leases are classified as operating leases and presented as operating right-of-use asset and operating lease liability on the Consolidated Balance Sheet. The Company recognizes lease expense in the Consolidated Statements of Operations on a straight-line basis over the remaining lease term. The Company noted the following information regarding its operating leases for the three and six months ended June 30, 2022 and 2021: For the Three Months Ended For the Six Months Ended June 30, 2022 June 30, 2021 June 30, 2022 June 30, 2021 Lease cost: Operating lease cost $ 446,601 $ 357,461 $ 893,202 $ 598,643 Short term lease cost — 101,771 — 203,785 Total Lease Cost $ 446,601 $ 459,232 $ 893,202 $ 802,428 Other Information: Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 341,185 $ 246,807 $ 1,100,034 $ 833,288 Variable lease costs were immaterial for the three and six months ended June 30, 2022 and 2021. The following table reflects the weighted average lease term and discount rate for leases in which the Company is a lessee: June 30, 2022 December 31, 2021 Weighted-average remaining lease term - operating leases (in years) 10.3 10.0 Weighted-average discount rate - operating leases 7.20 % 7.04 % |
LEASED PROPERTIES AND LEASES | LEASED PROPERTIES AND LEASES LESSOR - LEASED PROPERTIES Prior to 2021, the Company primarily acquired midstream and downstream assets in the U.S. energy sector such as pipelines, storage terminals, and gas and electric distribution systems and, historically, leased many of these assets to operators under triple-net leases. The Company divested all of its material leased assets including GIGS on February 4, 2021 as described further below. Sale and Impairment of the Grand Isle Gathering System As discussed in Note 3 ("Acquisitions"), on February 4, 2021, the Company contributed the GIGS asset as partial consideration for the acquisition of its interest in Crimson resulting in its disposal, along with the asset retirement obligation (collectively, the "GIGS Disposal Group"), which was assumed by the sellers. Upon meeting the held for sale criteria in mid-January 2021, the Company ceased recording depreciation on the GIGS asset. The GIGS asset had a carrying value of $63.5 million and the asset retirement obligation had a carrying value of $8.8 million, or a net carrying value of $54.7 million for the GIGS Disposal Group. The GIGS asset had a fair value of approximately $48.9 million at the time of disposal, which was determined by a discounted cash flow model and utilized the forecast of a market participant and their expected operation of the asset. The fair value measurement is also based on significant inputs not observable in the market and thus represent Level 3 measurements. The significant unobservable inputs include a discount rate of 11.75 percent. The contribution of the GIGS Disposal Group resulted in a loss on impairment and disposal of leased property of $5.8 million in the Consolidated Statements of Operations in the six months ended June 30, 2021. Termination of the Grand Isle Lease Agreement In connection with the GIGS disposition, the Company and Grand Isle Corridor entered into a Settlement and Mutual Release Agreement (the "Settlement Agreement") with the EGC Tenant, EGC, and CEXXI, LLC (the "EXXI Entities") related to the previously reported litigation between them and terminated the Grand Isle Lease Agreement. The termination of the Grand Isle Lease Agreement resulted in the write-off of deferred lease costs of $166 thousand, which is recorded as a loss on termination of lease in the Consolidated Statements of Operations for the six months ended June 30, 2021. LESSEE - LEASED PROPERTIES The Company and its subsidiaries currently lease land, corporate office space and single-use office space. During 2021, the Company acquired additional right-of-use assets and operating lease liabilities with the Crimson Transaction and with the Internalization. Additionally, the Company signed a new lease for the Denver corporate office. The Company's leases are classified as operating leases and presented as operating right-of-use asset and operating lease liability on the Consolidated Balance Sheet. The Company recognizes lease expense in the Consolidated Statements of Operations on a straight-line basis over the remaining lease term. The Company noted the following information regarding its operating leases for the three and six months ended June 30, 2022 and 2021: For the Three Months Ended For the Six Months Ended June 30, 2022 June 30, 2021 June 30, 2022 June 30, 2021 Lease cost: Operating lease cost $ 446,601 $ 357,461 $ 893,202 $ 598,643 Short term lease cost — 101,771 — 203,785 Total Lease Cost $ 446,601 $ 459,232 $ 893,202 $ 802,428 Other Information: Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 341,185 $ 246,807 $ 1,100,034 $ 833,288 Variable lease costs were immaterial for the three and six months ended June 30, 2022 and 2021. The following table reflects the weighted average lease term and discount rate for leases in which the Company is a lessee: June 30, 2022 December 31, 2021 Weighted-average remaining lease term - operating leases (in years) 10.3 10.0 Weighted-average discount rate - operating leases 7.20 % 7.04 % |
FINANCING NOTES RECEIVABLE
FINANCING NOTES RECEIVABLE | 6 Months Ended |
Jun. 30, 2022 | |
Receivables [Abstract] | |
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. Four Wood Financing Note Receivable On August 10, 2021, the terms of the Compass REIT Loan were amended (i) to extend the maturity date from November 30, 2024 to July 31, 2026 and (ii) to reduce payments to $24 thousand per month through the maturity date beginning as of August 31, 2021. Additionally, the amended Compass REIT Loan will continue to accrue interest at an annual rate of 12.0 percent. As of June 30, 2022 and December 31, 2021, the Compass REIT Loan was valued at $950 thousand, and $1.0 million, respectively. |
INCOME TAXES
INCOME TAXES | 6 Months Ended |
Jun. 30, 2022 | |
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 June 30, 2022 and December 31, 2021, are as follows: Deferred Tax Assets and Liabilities June 30, 2022 December 31, 2021 Deferred Tax Assets: Deferred contract revenue $ 1,309,765 $ 1,333,510 Net operating loss carryforwards 6,772,520 6,929,821 Capital loss carryforward 92,418 92,418 Other 367 366 Sub-total $ 8,175,070 $ 8,356,115 Valuation allowance (3,487,723) (3,891,342) Sub-total $ 4,687,347 $ 4,464,773 Deferred Tax Liabilities: Cost recovery of leased and fixed assets $ (4,493,994) $ (4,187,621) Other (79,728) (70,867) Sub-total $ (4,573,722) $ (4,258,488) Total net deferred tax asset $ 113,625 $ 206,285 As of June 30, 2022, the total deferred tax assets and liabilities presented above relate to the Company's taxable REIT subsidiaries ("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. As of June 30, 2022, the Company had no uncertain tax positions. Tax years beginning with the year ended December 31, 2018 remain open to examination by federal and state tax authorities. As of June 30, 2022 and December 31, 2021, the TRSs had cumulative net operating loss carryforwards ("NOL") of $28.1 million and $28.7 million, respectively. As of both June 30, 2022 and December 31, 2021, net operating losses of $25.5 million , that were generated during the years ended December 31, 2021, 2020, 2019, and 2018 may be carried forward indefinitely, subject to limitation. Net operating losses generated for years prior to December 31, 2018 may be carried forward for 20 years. Management assessed the available evidence and determined that it is more likely than not that the capital loss carryforward will not be utilized prior to expiration. Due to the uncertainty of realizing this deferred tax asset, a valuation allowance of $92 thousand was recorded equal to the amount of the tax benefit of this carryforward at June 30, 2022 and December 31, 2021. Additionally, the Company determined that certain of the federal and state net operating losses would not be utilized prior to their utilization. Due to the uncertainty of realizing these deferred tax assets, a valuation allowance of $3.4 million was recorded as of June 30, 2022 and $3.8 million as of December 31, 2021. In the future, if the Company concludes, based on existence of sufficient evidence, that it should realize more or less of the deferred tax assets, the valuation allowance will be adjusted accordingly in the period such conclusion is made. The Company provides for income taxes during interim periods based on the estimated effective tax rate for the year and any discrete adjustments. The effective tax rate is subject to change in the future due to various factors such as the operating performance of the taxable REIT subsidiaries, tax law changes, and future business acquisitions or divestitures. The taxable subsidiaries’ effective tax rates were 12.6 percent and 28.2 percent for the six months ended June 30, 2022 and 2021, respectively. The components of income tax expense include the following for the periods presented: Components of Income Tax Expense For the Three Months Ended For the Six Months Ended June 30, 2022 June 30, 2021 June 30, 2022 June 30, 2021 Current tax expense Federal $ 104,579 $ 15,420 $ 210,147 $ 38,160 State (net of federal tax expense) 52,298 4,954 97,774 10,081 Total current tax expense $ 156,877 $ 20,374 $ 307,921 $ 48,241 Deferred tax expense Federal $ 13,358 $ 112,167 $ 72,782 $ 90,084 State (net of federal tax expense) 2,851 23,055 15,640 18,738 Total deferred tax expense $ 16,209 $ 135,222 $ 88,422 $ 108,822 Total income tax expense, net $ 173,086 $ 155,596 $ 396,343 $ 157,063 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 6 Months Ended |
Jun. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | PROPERTY AND EQUIPMENT Property and equipment consist of the following: Property and Equipment June 30, 2022 December 31, 2021 Land $ 24,989,784 $ 24,989,784 Crude oil pipelines 182,094,747 180,663,147 Natural gas pipeline 105,050,920 104,847,405 Right-of-way agreements 85,456,374 85,451,574 Pipeline related facilities 41,367,716 39,995,865 Tanks 31,236,118 30,679,194 Vehicles, trailers and other equipment 2,003,200 1,840,609 Office equipment and computers 1,433,089 1,403,090 Construction work in progress $ 8,567,087 $ 8,581,560 Gross property and equipment $ 482,199,035 $ 478,452,228 Less: accumulated depreciation (44,870,127) (37,022,035) Net property and equipment $ 437,328,908 $ 441,430,193 |
MANAGEMENT AGREEMENT
MANAGEMENT AGREEMENT | 6 Months Ended |
Jun. 30, 2022 | |
Agreements [Abstract] | |
MANAGEMENT AGREEMENT | MANAGEMENT AGREEMENT On June 29, 2021, the CorEnergy common stockholders approved the internalization of the manager, Corridor InfraTrust Management, LLC. The Internalization transaction was completed on July 6, 2021. Pursuant to the Contribution Agreement, the Company issued to the Contributors, based on each Contributor's percentage ownership in Corridor, an aggregate of: (i) 1,153,846 shares of Common Stock, (ii) 683,761 shares of the newly created Class B Common Stock, and (iii) 170,213 depositary shares of the Company’s 7.375% Series A Cumulative Redeemable Preferred Stock (collectively, the "Internalization Consideration"). As a result of the Internalization transaction, the Company now (i) owns all material assets of Corridor used in the conduct of the business, and (ii) is managed by officers and employees who previously worked for Corridor, and have become employees of the Company. Both the Management Agreement and the Administrative Agreement are no longer in effect upon the closing of the Internalization Transaction. Additional information on the Internalization Transaction can be found on our Current Report in Form 8-K filed with the SEC on July 12, 2021. Contemporaneously with the execution of the Contribution Agreement, the Company and Corridor entered into the First Amendment (the "First Amendment") to the Management Agreement dated as of May 8, 2015 (as amended, the "Management Agreement") that had the effect, beginning February 1, 2021, of (i) eliminating the management fee, (ii) providing a one-time, $1.0 million advance to Corridor to fund bonus payments to its employees in connection with the Internalization and (iii) providing payments to Corridor for actual employee compensation and office related expenses. Further, the First Amendment provided that, beginning April 1, 2021, the Company paid Corridor additional cash fees equivalent to the aggregate amount of all distributions that would accrue, if declared, on and after such date with respect to the securities to be issued as the Internalization Consideration pursuant to the Contribution Agreement (an amount, assuming payment on a cash basis equal to approximately $172 thousand per quarter). This agreement was in effect until the closing of the Internalization on July 6, 2021. Fees incurred under the Management Agreement for the three and six months ended June 30, 2021 were $914 thousand and $2.8 million, respectfully, For the three months ended June 30, 2021, the fees all related to reimbursement of Corridor employee compensation and office related expenses under the First Amendment. For the six months ended June 30, 2021, the fees incurred consisted of (i) $321 thousand for January 2021 management fees, (ii) $1.0 million related to a transaction bonus outlined in the Contribution Agreement, and (iii) $1.5 million for reimbursement of Corridor employee compensation and office related expenses under the First Amendment. The Company also reimbursed Corridor for approximately $50 thousand in legal fees incurred in connection with the Internalization and paid investment advisors $1.9 million in connection with the execution of the Contribution Agreement. Fees incurred under the Management Agreement are reported in the general and administrative line item on the Consolidated Statements of Operations. Prior to the closing of the Internalization, the Company paid its administrator, Corridor, pursuant to an Administrative Agreement. Fees incurred under the Administrative Agreement for the three and six months ended June 30, 2021 were $0 and $13 thousand. Fees incurred under the Administrative Agreement are reported in the general and administrative line item on the Consolidated Statements of Operations. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Crimson Legal Proceedings On October 30, 2014, the owner of a property on which Crimson built a valve access vault filed an action against Crimson, claiming that Crimson's pre-existing pipeline easement did not authorize the construction of the vault. Crimson responded by filing a condemnation action on October 26, 2015 to acquire new easements for the vault and related pipeline, and the cases were consolidated into one action, Crimson California Pipeline L.P. v. Noarus Properties, Inc.; and Does 1 through 99, Case No. BC598951, in the Los Angeles Superior Court-Central District. On May 26, 2022, the Noarus Properties case was settled through court-ordered mediation. As a transporter of crude oil, Crimson is subject to various environmental regulations that could subject the Company to future monetary obligations. Crimson has received notices of violations and potential fines under various federal, state and local provisions relating to the discharge of materials into the environment or protection of the environment. Management believes that even if any one or more of these environmental proceedings were decided against Crimson, it would not be material to the Company's financial position, results of operations or cash flows, and the Company maintains insurance coverage for environmental liabilities in amounts that management believes to be appropriate and customary for the Company's business. The Company also is subject to various other claims and legal proceedings covering a wide range of matters that arose in the ordinary course of business. In the opinion of management, all such matters are adequately covered by insurance or by established reserves, and, if not so covered, are without merit or are of such kind, or involve such amounts, as would not have a material adverse effect on the financial position, results of operations or cash flows of the Company. California Bonds Indemnification The Company maintains certain agreements for indemnity and surety bonds with various California regulatory bodies. The total annual premium paid for the bonds currently outstanding is approximately $115 thousand, recorded in General and administrative expense. |
FAIR VALUE
FAIR VALUE | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE | FAIR VALUE 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. The carrying value of financing notes receivable approximates fair value. Inventory - Inventory primarily consists of crude oil earned as in-kind PLA payments and is valued using an average costing method at the lower of cost and net realizable value. 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 from either active (Level 1) or generally active (Level 2) markets. Carrying and Fair Value Amounts Level within fair value hierarchy June 30, 2022 December 31, 2021 Carrying Amount (1) Fair Value Carrying Amount (1) Fair Value 5.875% Unsecured Convertible Senior Notes Level 2 $ 115,994,680 $ 87,947,250 $ 115,665,830 $ 111,144,075 (1) The carrying value of debt balances are presented net of unamortized original issuance discount and debt issuance costs. |
DEBT
DEBT | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
DEBT | DEBT The following is a summary of the Company's debt facilities and balances as of June 30, 2022 and December 31, 2021: Total Commitment Quarterly Principal Payments June 30, 2022 December 31, 2021 Maturity Amount Outstanding Interest Amount Outstanding Interest Crimson Secured Credit Facility: Crimson Revolver $ 50,000,000 $ — 2/4/2024 $ 27,000,000 5.35 % $ 27,000,000 4.11 % Crimson Term Loan 80,000,000 2,000,000 2/4/2024 70,000,000 5.58 % 74,000,000 4.10 % Crimson Uncommitted Incremental Credit Facility 25,000,000 — 2/4/2024 — — % — — % 5.875% Unsecured Convertible Senior Notes 120,000,000 — 8/15/2025 118,050,000 5.875 % 118,050,000 5.875 % Total Debt $ 215,050,000 $ 219,050,000 Less: Unamortized deferred financing costs on 5.875% Convertible Senior Notes $ 260,223 $ 301,859 Unamortized discount on 5.875% Convertible Senior Notes 1,795,097 2,082,311 Unamortized deferred financing costs on Crimson Secured Credit Facility (1) 970,395 1,275,244 Total Debt, net of deferred financing costs $ 212,024,285 $ 215,390,586 Debt due within one year $ 8,000,000 $ 8,000,000 (1) Unamortized deferred financing costs related to the Company's 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. Crimson Credit Facility Contractual Payments The remaining contractual principal payments as of June 30, 2022 under the Crimson Credit Facility are as follows: Year Crimson Term Loan Crimson Revolver Total 2022 $ 4,000,000 $ — $ 4,000,000 2023 8,000,000 — 8,000,000 2024 58,000,000 27,000,000 85,000,000 Total Remaining Contractual Payments $ 70,000,000 $ 27,000,000 $ 97,000,000 Subsequent to June 30, 2022, Crimson Midstream Operating and Corridor MoGas, Inc. borrowed an additional $2.0 million under the Crimson Revolver on July 7, 2022. Deferred Financing Costs A summary of deferred financing cost amortization expenses for the three and six months ended June 30, 2022 and 2021 is as follows: For the Three Months Ended For the Six Months Ended June 30, 2022 June 30, 2021 June 30, 2022 June 30, 2021 Crimson Credit Facility $ 247,635 $ 247,635 $ 495,270 $ 404,034 CorEnergy Credit Facility — — $ — $ 47,879 Total Deferred Debt Cost Amortization Expense (1)(2) $ 247,635 $ 247,635 $ 495,270 $ 451,913 (1) Amortization of deferred debt issuance costs is included in interest expense in the Consolidated Statements of Operations. (2) For the amount of deferred debt cost amortization relating to the convertible notes included in the Consolidated Statements of Operations, refer to the Convertible Note Interest Expense table below. Convertible Debt Interest Expense The following is a summary of the impact of convertible notes on interest expense for the three and six months ended June 30, 2022 and 2021: Convertible Note Interest Expense For the Three Months Ended For the Six Months Ended June 30, 2022 June 30, 2021 June 30, 2022 June 30, 2021 5.875% Convertible Notes: Interest Expense $ 1,733,859 $ 1,733,859 $ 3,467,718 $ 3,467,718 Discount Amortization 143,607 143,607 287,214 287,214 Deferred Debt Issuance Amortization 20,818 20,818 41,636 41,636 Total 5.875% Convertible Note Interest Expense $ 1,898,284 $ 1,898,284 $ 3,796,568 $ 3,796,568 |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 6 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
STOCKHOLDERS' EQUITY | STOCKHOLDERS' EQUITY STOCK-BASED COMPENSATION On May 25, 2022, the Stockholders of the Company approved the Omnibus Equity Incentive Plan ("Omnibus Plan") (3,000,000 shares of Common Stock authorized) which will allow the Company to grant equity awards to our employees, non-employee directors, and consultants in our employ or service (or the employ or service of any parent, subsidiary or affiliate). Incentive compensation programs play a pivotal role in our effort to (i) attract and retain key personnel essential to our long- term growth and financial success, and (ii) align long term interests of recipients with our stockholders. Under the Omnibus Plan, awards may be granted in the form of options, restricted stock, restricted stock units, stock appreciation rights, Common Stock awards, cash-based awards and performance-based awards. On May 26, 2022, the Company filed a Form S-8 registration statement with the SEC, pursuant to which it registered 3,000,000 shares of Common Stock for issuance under its Omnibus Equity Incentive Plan. As of June 30, 2022, the Company has issued 30,917 shares of Common Stock and 654,497 RSUs, to directors and certain of the Company’s employees, respectively, resulting in remaining availability of 2,314,586 shares of Common Stock. Director Stock-Based Compensation During the three months ended June 30, 2022, members of the CorEnergy Board of Directors were granted awards of 30,917 fully vested shares of Common Stock in the aggregate weighted average grant date fair value of $2.60 per share based on the closing price of CorEnergy's Common Stock on the grant dates. The Company recognized approximately $81 thousand of expense in general and administrative expense during the three and six months ended June 30, 2022, in connection with these awards. Restricted Stock Units The Company’s Board of Directors approved awards of restricted stock units ("RSUs"), to certain of the Company’s employees under the Omnibus Plan. The Company granted RSU awards covering 654,497 shares of Common Stock to certain members of management. The number of awards granted to each employee is derived from the employee's bonus target and a 20-day volume weighted average price (VWAP) of CorEnergy's Common Stock with the number of RSUs fixed as of the grant date. The Company records stock-based compensation expense on a straight-line recognition method over the requisite service period for the entire award. Each RSU represents the right to receive one share of Common Stock at a future date. The RSUs vest over three years, with 1/3 vesting on March 15th each year. These RSUs will be settled within 30 days of vesting, and will accrue dividend equivalents over the vesting period which will be paid to the holder in cash or, at the discretion of the Compensation and Corporate Governance Committee of the Board, in the form of additional shares of Common Stock having a fair market value equal to the amount of such dividends upon vesting of the units. Forfeitures will be accounted for when they occur. The following table represents the nonvested RSU activity for the three months ended June 30, 2022: Restricted Stock Units Weighted Average Grant Date Outstanding at April 1, 2022 — $ — Granted 654,497 2.58 Vested — — Forfeited — — Outstanding at June 30, 2022 654,497 $ 2.58 Expected to vest as of June 30, 2022 654,497 As of June 30, 2022, the estimated remaining unrecognized compensation cost related to stock-based compensation arrangements was $1.6 million. The weighted average period over which this remaining compensation expense is expected to be recognized is 2.7 years. The following table presents the director and restricted stock unit stock-based compensation expense: For the Three Months Ended For the Six Months Ended June 30, 2022 June 30, 2021 June 30, 2022 June 30, 2021 General and administrative expense $ 139,394 $ — $ 139,394 $ — Transportation and distribution expense 11,965 — 11,965 — Total $ 151,359 $ — $ 151,359 $ — NON-CONTROLLING INTEREST As disclosed in Note 3 ("Acquisitions") as part of the Crimson Transaction, the Company and the Grier Members entered into the Third LLC Agreement of Crimson. No changes have occurred since December 31, 2021. Pursuant to the terms of the Third LLC Agreement, the Grier Members and the Company's interests in Crimson are summarized in the table below: As of June 30, 2022 Grier Members CorEnergy (in units, except as noted) Economic ownership interests in Crimson Midstream Holdings, LLC Class A-1 Units 1,650,245 — Class A-2 Units 2,460,414 — Class A-3 Units 2,450,142 — Class B-1 Units — 10,000 Summary of Economic Equity interests (%) 50.62 % 49.38 % Voting ownership interests in Crimson Midstream Holdings, LLC Class C-1 Units 505,000 495,000 Voting interests of C-1 Units (%) 50.50 % 49.50 % In June 2021, the final working capital adjustment was made for the Crimson Transaction which resulted in an increase in the assets acquired of $1,790,455 (as further described above in Note 3 ("Acquisitions")). This resulted in 37,043 Class A-1 Units being issued to the Grier Members for their 50.50% equity ownership interest. The newly issued units resulted in an increase in non-controlling interest of $882,726. After the working capital adjustment and paid-in-kind dividends, the Grier Members' equity ownership interest is 50.62 percent as of June 30, 2022. After working capital adjustments, the fair value of the Grier Members' noncontrolling interest, which is represented by the A-1, A-2 and A-3 Units listed above, was $116.2 million, (as further described above in Note 3 ("Acquisitions")). As described further below, the A-1, A-2 and A-3 Units may eventually be exchanged for shares of the Company's Class B Common Stock and preferred stock subject to the approval of the CPUC ("CPUC Approval"), which is expected to occur in 2022. The A-1, A-2 and A-3 Units held by the Grier Members and the B-1 Units held by the Company represent economic interests in Crimson while the Class C-1 Units represent voting interests. Upon CPUC Approval, the parties will enter into a Fourth Amended and Restated LLC Agreement of Crimson ("Fourth LLC Agreement"), which will, among other things, (i) give the Company control of Crimson and its assets, in connection with an anticipated further restructuring of the Company's asset ownership structure and (ii) provide the Grier Members and Management Members (as defined below) the right to exchange their entire interest in Crimson for securities of the Company as follows: • Class A-1 Units will become exchangeable for up to 1,755,579, (which includes the addition of 37,043 shares as a result of the working capital adjustment) of the Company's depositary shares, each representing 1/100th of a share of the Company's 7.375% Series A Cumulative Redeemable Preferred Stock ("Series A Preferred") • Class A-2 units will become exchangeable for up to 8,762,158 shares of the Company's non-listed Class B Common Stock, and • Class A-3 Units will become exchangeable for up to 2,450,142 shares of the Company's non-listed Class B Common Stock. Class B Common Stock will eventually be converted into the Common Stock of the Company ("Common Stock") on the occurrence of the earlier of the following: (i) the occurrence of the third anniversary of the closing date of the Crimson Transaction or (ii) the satisfaction of certain conditions related to an increase in the relative dividend rate of the Common Stock. Prior to exchange of the Crimson Class A-1, A-2 and A-3 Units into corresponding CORR securities (and after giving effect to the changes to the CORR securities into which the Class A-1 and A-2 Units may be exchanged, as described above), the Grier Members only have the right to receive distributions to the extent that the Company's Board of Directors determines dividends would be payable if they held the shares of Series A Preferred (for the Class A-1 Units), and Class B Common Stock (for the Class A-2 Units and Class A-3 Units), respectively, regardless of whether the securities are outstanding. If the respective shares of Series A Preferred and Class B Common Stock are not outstanding, the Company's Board of Directors must consider that they would be outstanding when declaring dividends on the Common Stock. Following CPUC Approval, the terms of the Fourth LLC Agreement provide that such rights will continue until the Grier Members elect to exchange the A-1, A-2 and A-3 Units for the related securities of the Company. The following table summarizes the distributions payable under the A-1, A-2 and A-3 Units as if the Grier Members held the respective underlying Company securities. The A-1, A-2 and A-3 Units are entitled to the distribution regardless of whether the corresponding Company security is outstanding. Units Distribution Rights of CorEnergy Securities Liquidation Preference Annual Distribution per Share A-1 Units 7.375% Series A Cumulative Redeemable Preferred Stock $ 25.00 $ 1.84 A-2 Units Class B Common Stock N/A Varies A-3 Units Class B Common Stock (1) (2) N/A Varies (1) (1) (A) For the fiscal quarters of the Company ending June 30, 2021, September 30, 2021, December 31, 2021 and March 31, 2022, the Common Stock Base Dividend Per Share shall equal $0.05 per share per quarter; (B) for the fiscal quarters of the Company ending June 30, 2022, September 30, 2022, December 31, 2022 and March 31, 2023, the Common Stock Base Dividend Per Share shall equal $0.055 per share per quarter; and (C) for the fiscal quarters of the Company ending June 30, 2023, September 30, 2023, December 31, 2023 and March 30, 2024, the Common Stock Base Dividend Per Share shall equal $0.06 per share per quarter. The Class B Common Stock dividend is subordinated based on a distribution formula described in footnote (2) below. (2) For each fiscal quarter ending June 30, 2021 through and including the fiscal quarter ending March 31, 2024, each share of Class B Common Stock will be entitled to receive dividends (the "Class B Common Stock Dividends"), subject to Board approval, equal to the quotient of (i) difference of (A) CAFD of the most recently completed quarter and (B) 1.25 multiplied by the Common Stock Base Dividend, divided by (ii) shares of Class B Common Stock issued and outstanding multiplied by 1.25. During the three and six months ended June 30, 2022, distributions in the amount of $809 thousand and $1.6 million, respectively, were paid to the Grier Members for the Class A-1 Units. No distributions were paid to the Class A-2 or A-3 Units as no distributions were declared on the Class B Common Stock. See Note 17 ("Subsequent Events") for further information regarding the declaration of distributions related to the Class A-1. SHELF REGISTRATION STATEMENTS On October 30, 2018, the Company filed a shelf registration statement with the SEC, pursuant to which it registered 1,000,000 shares of Common Stock for issuance under its dividend reinvestment plan ("DRIP"). As of June 30, 2022, the Company has issued 243,178 shares of Common Stock under its DRIP pursuant to the shelf, resulting in remaining availability of 756,822 shares of Common Stock. On September 16, 2021, the Company had a resale shelf registration statement declared effective by the SEC, pursuant to which it registered the following securities that were issued in connection with the Internalization for resale by the Contributors: 1,837,607 shares of Common Stock (including both (i) 1,153,846 shares of Common Stock issued at the closing of the Internalization and (ii) up to 683,761 additional shares of Common Stock which may be acquired by the Contributors upon the conversion of outstanding shares of our unlisted Class B Common Stock issued at the closing of the Internalization) and 170,213 depositary shares each representing 1/100th fractional interest of a share of 7.375% Series A Cumulative Redeemable Preferred Stock, par value $0.001 per share issued at the closing of the Internalization. On November 3, 2021, the Company filed a new shelf registration statement to replace its prior shelf registration statement, which was declared effective by the SEC on November 17, 2021 and permits the Company to publicly offer additional debt or equity securities with an aggregate offering price of up to $600.0 million. As of June 30, 2022, the Company has not issued any securities under this new shelf registration statement, so total availability remains at $600.0 million. |
EARNINGS (LOSS) PER SHARE
EARNINGS (LOSS) PER SHARE | 6 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
EARNINGS (LOSS) PER SHARE | EARNINGS (LOSS) PER SHARE Basic earnings (loss) per share data is computed based on the weighted-average number of shares of Common Stock and Class B Common Stock outstanding during the periods. Diluted earnings (loss) per share data is computed based on the weighted-average number of shares of Common Stock and Class B Common Stock outstanding, including all potentially issuable shares of Common Stock and Class B Common Stock. Diluted earnings (loss) per share for the three and six months ended June 30, 2022 and 2021 excludes the impact to income and the number of shares outstanding from the conversion of restricted stock units and the 5.875% Convertible Notes, because such impact is antidilutive. Under the if converted method, the 5.875% Convertible Notes would result in an additional 2,361,000, common shares outstanding for the three and six months ended June 30, 2022. For the Three Months Ended For the Six Months Ended June 30, 2022 June 30, 2021 June 30, 2022 June 30, 2021 Net Income (loss) $ 2,170,126 $ 2,427,409 $ 6,534,883 $ (8,266,854) Less: Net income attributable to non-controlling interest $ 966,671 $ 2,014,870 $ 3,026,965 $ 3,620,178 Net income (loss) attributable to CorEnergy $ 1,203,455 $ 412,539 $ 3,507,918 $ (11,887,032) Less: preferred dividend requirements 2,388,130 2,309,672 4,776,260 4,619,344 Net loss attributable to Common Stockholders $ (1,184,675) $ (1,897,133) $ (1,268,342) $ (16,506,376) Weighted average common shares - basic 15,673,703 13,659,667 15,637,515 13,655,617 Basic loss per common share $ (0.08) $ (0.14) $ (0.08) $ (1.21) Net loss attributable to Common Stockholders (from above) $ (1,184,675) $ (1,897,133) $ (1,268,342) $ (16,506,376) Weighted average common shares - diluted 15,673,703 13,659,667 15,637,515 13,655,617 Diluted loss per common share $ (0.08) $ (0.14) $ (0.08) $ (1.21) |
VARIABLE INTEREST ENTITY
VARIABLE INTEREST ENTITY | 6 Months Ended |
Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
VARIABLE INTEREST ENTITY | VARIABLE INTEREST ENTITY Crimson Midstream Holdings Since February 1, 2021, CorEnergy has held a 49.50 percent voting interest in Crimson and the Grier Members have held the remaining 50.50 percent voting interest. Crimson is a VIE as the legal entity is structured with non-substantive voting rights resulting from (i) the disproportionality between the voting interests of its members and certain economics of the distribution waterfall in the Third LLC Agreement and (ii) the de facto agent relationship between CorEnergy and Grier, who was appointed to CorEnergy's Board of Directors upon closing of the Crimson Transaction. As a result of this related party relationship, substantially all of Crimson's activities either involve or are conducted on behalf of CorEnergy that has disproportionately few voting rights, including Grier as a de facto agent. After the working capital adjustment and paid-in-kind dividends, the Grier Members' equity ownership interest is 50.62 percent as of June 30, 2022. Crimson is managed by the Crimson Board, which is made up of four managers of which the Company and the Grier Members are each represented by two managers. The Crimson Board is responsible for governing the significant activities that impact Crimson's economic performance, including a number of activities which are managed by an approved budget that requires super-majority approval or joint approval. In assessing the primary beneficiary, the Company determined that power is shared; however, the Company and the Grier Members as a related party group have characteristics of a primary beneficiary. The Company performed the "most closely associated" test and determined that CorEnergy is the entity in the related party group most closely associated with the VIE. In performing this assessment, the Company considered (i) its influence over the tax structure of Crimson so its operations could be included in the Company's REIT structure under its PLR, which allows fees received for the usage of storage and pipeline capacity to qualify as rents from real property; (ii) the activities of the Company are substantially similar in nature to the activities of Crimson as the Company owns existing transportation and distribution assets at MoGas and Omega; (iii) Crimson's assets represent a substantial portion of the Company's total assets; and (iv) the Grier Members' interest in Crimson in Class A-1, Class A-2 and Class A-3 Units will earn distributions if the CorEnergy Board of Directors declares a common or preferred dividend for Series A Preferred, and Class B Common Stock; among other factors. Therefore, CorEnergy is the primary beneficiary and consolidates the Crimson VIE and the Grier Members' equity ownership interest 50.62 percent (after the working capital adjustment and paid-in-kind dividends) is reflected as a non-controlling interest in the consolidated financial statements. The Company noted that Crimson's assets cannot be used to settle CorEnergy's liabilities with the exception of quarterly distributions, if declared by the Crimson Board. The quarterly distributions are used to fund current obligations, projected working capital requirements, debt service payments and dividend payments. Cash distributions to the Company from the borrowers under the Crimson Credit Facility are subject to certain restrictions, including without limitation, no default or event of default, compliance with financial covenants, minimum undrawn availability and available free cash flow. Further, the Crimson Credit Facility is secured by assets at both Crimson Midstream Operating and Corridor MoGas, Inc. For the three and six months ended June 30, 2022, the Company received $2.4 million and $5.4 million, respectively, i n cash distributions from Crimson, which were in accordance with the terms of the Crimson Credit Facility. For the three and six months ended June 30, 2021, the Company received $0 and $6.7 million, respectively, in cash distributions from Crimson, which were in accordance with the terms of the Crimson Credit Facility. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Jun. 30, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | RELATED PARTY TRANSACTIONS As previously disclosed, John D. Grier, a director and Chief Operating Officer of the Company, together with the Grier Members, own an aggregate 50.62 percent equity ownership interest in Crimson, which the Company has a right to acquire in the future, pursuant to the terms of the MIPA, following receipt of CPUC approval for a change of control of Crimson's CPUC regulated assets. The Grier Members also retain equity interests in Crescent Midstream Holdings, LLC (“Crescent Midstream Holdings”) which they held prior to the Crimson Transaction, as well as Crescent Louisiana Midstream, LLC ("CLM"), Crimson Renewable Energy, L.P. (“CRE”) and Delta Trading, L.P. (“Delta”). As of June 30, 2022, the Company is owed $231 thousand from related parties, including CLM, CRE and Delta, which is included in due from affiliated companies in the Consolidated Balance Sheet. These balances are primarily related to payroll, employee benefits and other services discussed below. The amounts billed to CLM are cash settled and the amounts billed to Crescent Midstream will reduce a prepaid TSA liability on the Company's books until such time as the TSA liability is reduced to zero. As of June 30, 2022, the prepaid TSA liability related to Crescent Midstream was $343 thousand and recorded in due to affiliated companies in the Consolidated Balance Sheets. For the three and six months ended June 30, 2022, Crimson billed TSA and Services Agreement related costs and benefits to related parties totaling $201 thousand, and $684 thousand, respectively, for the three and six months ended June 30, 2021, Crimson billed TSA and Services Agreement related costs and benefits to related parties totaling $2.1 million and $3.2 million, respectively. Total transition services reimbursements for the TSAs discussed below are presented on a net basis in the Consolidated Statements of Operations within transportation and distribution expense and general and administrative expense. Transition Services Agreements The subsidiaries of Crescent Midstream Holdings, LLC were formerly a part of Crimson prior to the Crimson Transaction and received various business services from Crimson or certain of its subsidiaries. Effective February 4, 2021, Crimson, certain of Crimson's subsidiaries or a combination thereof, entered into several transition services agreements (collectively, the "Transition Services Agreements" or "TSAs") with Crescent Midstream Holdings to facilitate its transition to operating independently. Each of the TSAs are described in more detail below. Also effective February 4, 2021, Crimson and certain of its subsidiaries entered into an Assignment and Assumption Agreement to assign all of the TSAs to Crimson's direct, wholly-owned TRS, Crimson Midstream I Corporation ("Crimson Midstream I"). Crimson and/or certain of its subsidiaries were reimbursed approximately $156 thousand per month for services provided under the TSAs during 2021, for which the billed amount was allocated 50.0 percent to Crescent Midstream, LLC ("Crescent Midstream"), a wholly-owned subsidiary of Crescent Midstream Holdings, and 50.0 percent to Crescent Louisiana Midstream, LLC ("CLM"), a 70 percent owned subsidiary of Crescent Midstream. These TSA agreements ended on February 3, 2022 and Crimson entered into a Services Agreement for some of the business services previously provided as described below. Employee TSA - Crimson and Crescent Midstream Holdings entered into a transition services agreement (the "Employee TSA") whereby an indirect, wholly-owned subsidiary of Crimson provided payroll, employee benefits and other related employment services to Crescent Midstream Holdings and its subsidiaries. Under the Employee TSA, Crimson's indirect, wholly-owned subsidiary made available and assigned to Crescent Midstream Holdings and its subsidiaries certain employees to provide services primarily to Crescent Midstream Holdings and its subsidiaries. While the Employee TSA was in effect, Crescent Midstream Holdings was responsible for the daily supervision of and assignment of work to the employees providing services to Crescent Midstream Holdings and its subsidiaries. Additionally, Crimson's indirect, wholly-owned subsidiary Crimson Midstream Services entered into an Employee Sharing Agreement with Crimson Midstream I to make available all employees performing services under the Employee TSA to Crimson Midstream I. The Employee Sharing Agreement was effective beginning February 1, 2021. The Employee Sharing Agreement together with the Assignment and Assumption Agreement described above, effectively bound Crimson Midstream I to the terms of the Employee TSA in the same manner as Crimson's indirect, wholly-owned subsidiary. The Employee TSA and the Employee Sharing Agreement ended on February 3, 2022. Control Center TSA - Crimson Midstream Operating, a wholly-owned subsidiary of Crimson, entered into a transition services agreement (the "Control Center TSA") with Crescent Midstream Holdings to provide certain customary control center services and field transition support services necessary to operate a pipeline system. The Control Center TSA was assigned from Crimson Midstream Operating to Crimson Midstream I by the Assignment and Assumption Agreement discussed above. This agreement ended on February 3, 2022. Insurance Coverage TSA - Crimson Midstream Operating and Crescent Midstream Operating, LLC ("Crescent Midstream Operating") (collectively, the "Insurance TSA Parties") entered into a transition services agreement (the "Insurance Coverage TSA") related to the remaining term of coverage on certain insurance policies which were shared by Crimson, certain of its subsidiaries (including Crimson Midstream Operating), Crescent Midstream Operating and certain other entities related to Crescent Midstream Operating (collectively, the "Insureds"). Under the Insurance Coverage TSA, the Insurance TSA Parties agreed to retain and maintain the certain insurance policies, and continue to split the premium payments among the Insureds in line with the historical practices prior to Crescent Midstream Holdings' spin-off from Crimson. By entering into the Insurance Coverage TSA, the Insurance TSA Parties acknowledged that any claims made which result in a loss by one of the Insureds will erode and may exhaust the shared limits and/or aggregates stated in any of the certain insurance policies. Additionally, under the terms of the Insurance Coverage TSA, it was agreed that the Insurance TSA Party which was directly responsible for any incident that results in any loss of coverage under any of the certain shared insurance policies may be primarily financially responsible for such self-insurance and/or covering any increase in costs of the certain insurance policy that occurred as a result of such incident. The Insurance Coverage TSA expired on May 31, 2021, and simultaneously, the Company, Crimson, and certain other subsidiaries of the Company obtained alternative insurance coverage effective through May 31, 2022. As of June 30, 2022, there is no relationship associated with the insurance coverage of the Company and its subsidiaries and Crescent Midstream Operating and its subsidiaries. Services Agreement Effective February 4, 2022, Crimson Midstream Operating entered into a services agreement (the "Services Agreement") to provide administrative-related services to Crescent Midstream Holdings through February 3, 2023, or upon receipt of Crescent Midstream Holdings' written notice to terminate the Services Agreement prior to February 3, 2023. Under the Services Agreement, Crimson and/or certain of its subsidiaries are reimbursed at a fixed fee of approximately $44 thousand per month. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2022 | |
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. Common Stock Dividend Declaration On August 4, 2022, the Company's Board of Directors declared a second quarter 2022 dividend of $0.05 per share for CorEnergy Common Stock, payable in cash or via the Company's DRIP. The dividend is payable on August 31, 2022 to stockholders of record on August 17, 2022. Preferred Stock Dividend Declaration On August 4, 2022, the Company's Board of Directors also declared a dividend of $0.4609375 per depositary share for its 7.375% Series A Preferred Stock, payable in cash. The preferred stock dividend is payable on August 31, 2022 to stockholders of record on August 17, 2022. Class A-1 Units Distribution On August 4, 2022, the Company's Board of Directors authorized the declaration of dividends of $0.4609375 per depositary share for its 7.375% Series A Preferred Stock payable in cash. Pursuant to the terms of Crimson's Third LLC Agreement, this determination by the Company's Board of Directors will entitle the holders of Crimson's Class A-1 Units to receive, from Crimson, a cash distribution of $0.4609375 per unit. Class A-2 Units Distribution and Class A-3 Units Distribution On August 4, 2022, the Board decided not to declare a dividend on Class B Common Stock. Pursuant to the terms of Crimson's Third LLC Agreement, this determination by the Company's Board of Directors will result in no distribution to the holders of Crimson's Class A-2 Units or Crimson's Class A-3 Units. |
INTRODUCTION AND BASIS OF PRE_2
INTRODUCTION AND BASIS OF PRESENTATION (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | T he accompanying consolidated financial statements include CorEnergy accounts and the accounts of its wholly-owned subsidiaries and variable interest entities ("VIEs") for which CorEnergy is the primary beneficiary. The consolidated financial statements 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-Q, and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. 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. |
Recent Accounting Pronouncements | RECENT ACCOUNTING PRONOUNCEMENTS In June of 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 those fiscal years. In November of 2019, the FASB issued ASU 2019-10, Financial Instruments - Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842) Effective Dates , which deferred the effective dates of these standards for certain entities. Based on the guidance for smaller reporting companies, the effective date of ASU 2016-13 and related codification improvements is deferred for the Company until fiscal year 2023 with early adoption permitted, and the Company has elected to defer adoption of this standard. In March of 2020, the FASB issued ASU 2020-04, "Reference Rate Reform (Topic 848)" |
Acquisition | The acquisition was treated as a business combination in accordance with ASC 805, Business Combinations |
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. The carrying value of financing notes receivable approximates fair value. Inventory - Inventory primarily consists of crude oil earned as in-kind PLA payments and is valued using an average costing method at the lower of cost and net realizable value. 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 from either active (Level 1) or generally active (Level 2) markets. |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Summary of Preliminary Allocation of Purchase Price | The following is a summary of the final allocation of the purchase price: Crimson Midstream Holdings, LLC Assets Acquired Cash and cash equivalents $ 6,554,921 Accounts and other receivables 11,394,441 Inventory 1,681,637 Prepaid expenses and other assets 6,144,932 Property and equipment (1) 333,715,139 Operating right-of-use asset 6,268,077 Total assets acquired: $ 365,759,147 Liabilities Assumed Accounts payable and other accrued liabilities (1) $ 13,540,164 Operating lease liability 6,268,077 Unearned revenue 315,000 Total liabilities assumed: $ 20,123,241 Fair Value of Net Assets Acquired: $ 345,635,906 Non-controlling interest at fair value (2)(3) $ 116,205,762 (1) Amounts recorded for property and equipment include land, buildings, lease assets, leasehold improvements, furniture, fixtures and equipment. During the three months ended June 30, 2021, the Company recorded a $1.8 million working capital adjustment primarily related to the valuation of land. During the three months ended December 31, 2021, the Company recorded measurement period adjustments relating to (i) rights of way and pipelines, which resulted in $734 thousand additional depreciation for the year ended December 31, 2021 and (ii) accrued office lease in the amount of $250 thousand, which is netted against the $1.8 million working capital adjustment. (2) Includes a non-controlling interest for Grier Members' equity consideration in the A-1, A-2 and A-3 Units (including the 37,043 newly issued A-1 Units) with a total fair value of $116.2 million. Refer to "Fair Value of Non-controlling Interest" below and Note 13 ("Stockholders' Equity") for further details. (3) In addition to the newly issued Class A-1 Units, CorEnergy also paid $907,728 in cash as a contribution to Crimson Midstream Holdings, LLC. Corridor InfraTrust Management, LLC Assets Acquired Cash and cash equivalents $ 952,487 Accounts and other receivables 344,633 Prepaid expenses and other assets 14,184 Property and equipment 87,101 Operating right-of-use asset 453,396 Goodwill 14,491,152 Total assets acquired: $ 16,342,953 Liabilities Assumed Accounts payable and other accrued liabilities $ 1,259,402 Operating lease liability 453,396 Total liabilities assumed: $ 1,712,798 Fair Value of Net Assets Acquired: $ 14,630,155 |
Pro Forma Results of Operations (Unaudited) | The following selected comparative unaudited pro forma revenue information for the six months ended June 30, 2021 assumes that the Crimson acquisition occurred at the beginning of 2021, and reflects the full results for the period presented. The pro forma results have been prepared for comparative purposes only and do not purport to indicate the results of operations which would actually have occurred had the combination been in effect on the dates indicated, or which may occur in the future. These amounts have been calculated after applying the Company's accounting policies. The Company has excluded pro forma information related to net earnings (loss) as it is impracticable to provide the information as Crimson was part of a larger entity that was separated via a common control transfer at the closing of the Crimson Transaction. As a result, quarterly financial information has not been carved-out for the Crimson entities acquired in prior quarterly periods. Pro Forma June 30, 2021 Revenues $ 64,125,099 |
TRANSPORTATION AND DISTRIBUTI_2
TRANSPORTATION AND DISTRIBUTION REVENUE (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Contract with Customer, Asset and Liability | The table below summarizes the Company's contract liability balance related to its transportation and distribution revenue contracts as of June 30, 2022: Contract Liability (1) June 30, 2022 December 31, 2021 Beginning Balance January 1 $ 5,339,364 $ 6,104,979 Unrecognized Performance Obligations 1,053,023 199,405 Recognized Performance Obligations (292,737) (965,020) Ending Balance $ 6,099,650 $ 5,339,364 (1) The contract liability balance is included in unearned revenue in the Consolidated Balance Sheets. |
Schedules of Concentration of Risk | The following is a breakout of the Company's transportation and distribution revenue for the three and six months ended June 30, 2022 and 2021: For the Three Months Ended For the Six Months Ended June 30, 2022 June 30, 2021 June 30, 2022 June 30, 2021 Crude oil transportation revenue $ 22,582,970 80.3 % $ 22,955,068 81.7 % $ 46,712,334 80.7 % $ 38,559,294 78.3 % Natural gas transportation revenue 4,077,445 14.5 % 3,620,569 12.9 % 8,138,721 14.1 % 7,426,793 14.9 % Natural gas distribution revenue 1,236,261 4.4 % 1,185,375 4.2 % 2,434,166 4.2 % 2,384,188 4.8 % Other 216,158 0.8 % 339,331 1.2 % 588,967 1.0 % 1,025,207 2.0 % Total $ 28,112,834 100.0 % 28,100,343 100.0 % 57,874,188 100.0 % 49,395,482 100.0 % |
LEASED PROPERTIES AND LEASES (T
LEASED PROPERTIES AND LEASES (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Leases [Abstract] | |
Information Regarding Operating Leases | The Company noted the following information regarding its operating leases for the three and six months ended June 30, 2022 and 2021: For the Three Months Ended For the Six Months Ended June 30, 2022 June 30, 2021 June 30, 2022 June 30, 2021 Lease cost: Operating lease cost $ 446,601 $ 357,461 $ 893,202 $ 598,643 Short term lease cost — 101,771 — 203,785 Total Lease Cost $ 446,601 $ 459,232 $ 893,202 $ 802,428 Other Information: Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 341,185 $ 246,807 $ 1,100,034 $ 833,288 Variable lease costs were immaterial for the three and six months ended June 30, 2022 and 2021. The following table reflects the weighted average lease term and discount rate for leases in which the Company is a lessee: June 30, 2022 December 31, 2021 Weighted-average remaining lease term - operating leases (in years) 10.3 10.0 Weighted-average discount rate - operating leases 7.20 % 7.04 % |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Components of deferred tax assets and liabilities | Components of the Company's deferred tax assets and liabilities as of June 30, 2022 and December 31, 2021, are as follows: Deferred Tax Assets and Liabilities June 30, 2022 December 31, 2021 Deferred Tax Assets: Deferred contract revenue $ 1,309,765 $ 1,333,510 Net operating loss carryforwards 6,772,520 6,929,821 Capital loss carryforward 92,418 92,418 Other 367 366 Sub-total $ 8,175,070 $ 8,356,115 Valuation allowance (3,487,723) (3,891,342) Sub-total $ 4,687,347 $ 4,464,773 Deferred Tax Liabilities: Cost recovery of leased and fixed assets $ (4,493,994) $ (4,187,621) Other (79,728) (70,867) Sub-total $ (4,573,722) $ (4,258,488) Total net deferred tax asset $ 113,625 $ 206,285 |
Components of income tax expense | The components of income tax expense include the following for the periods presented: Components of Income Tax Expense For the Three Months Ended For the Six Months Ended June 30, 2022 June 30, 2021 June 30, 2022 June 30, 2021 Current tax expense Federal $ 104,579 $ 15,420 $ 210,147 $ 38,160 State (net of federal tax expense) 52,298 4,954 97,774 10,081 Total current tax expense $ 156,877 $ 20,374 $ 307,921 $ 48,241 Deferred tax expense Federal $ 13,358 $ 112,167 $ 72,782 $ 90,084 State (net of federal tax expense) 2,851 23,055 15,640 18,738 Total deferred tax expense $ 16,209 $ 135,222 $ 88,422 $ 108,822 Total income tax expense, net $ 173,086 $ 155,596 $ 396,343 $ 157,063 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and equipment consist of the following: Property and Equipment June 30, 2022 December 31, 2021 Land $ 24,989,784 $ 24,989,784 Crude oil pipelines 182,094,747 180,663,147 Natural gas pipeline 105,050,920 104,847,405 Right-of-way agreements 85,456,374 85,451,574 Pipeline related facilities 41,367,716 39,995,865 Tanks 31,236,118 30,679,194 Vehicles, trailers and other equipment 2,003,200 1,840,609 Office equipment and computers 1,433,089 1,403,090 Construction work in progress $ 8,567,087 $ 8,581,560 Gross property and equipment $ 482,199,035 $ 478,452,228 Less: accumulated depreciation (44,870,127) (37,022,035) Net property and equipment $ 437,328,908 $ 441,430,193 |
FAIR VALUE (Tables)
FAIR VALUE (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Carrying and Fair Value Amounts | Carrying and Fair Value Amounts Level within fair value hierarchy June 30, 2022 December 31, 2021 Carrying Amount (1) Fair Value Carrying Amount (1) Fair Value 5.875% Unsecured Convertible Senior Notes Level 2 $ 115,994,680 $ 87,947,250 $ 115,665,830 $ 111,144,075 (1) The carrying value of debt balances are presented net of unamortized original issuance discount and debt issuance costs. |
DEBT (Tables)
DEBT (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | The following is a summary of the Company's debt facilities and balances as of June 30, 2022 and December 31, 2021: Total Commitment Quarterly Principal Payments June 30, 2022 December 31, 2021 Maturity Amount Outstanding Interest Amount Outstanding Interest Crimson Secured Credit Facility: Crimson Revolver $ 50,000,000 $ — 2/4/2024 $ 27,000,000 5.35 % $ 27,000,000 4.11 % Crimson Term Loan 80,000,000 2,000,000 2/4/2024 70,000,000 5.58 % 74,000,000 4.10 % Crimson Uncommitted Incremental Credit Facility 25,000,000 — 2/4/2024 — — % — — % 5.875% Unsecured Convertible Senior Notes 120,000,000 — 8/15/2025 118,050,000 5.875 % 118,050,000 5.875 % Total Debt $ 215,050,000 $ 219,050,000 Less: Unamortized deferred financing costs on 5.875% Convertible Senior Notes $ 260,223 $ 301,859 Unamortized discount on 5.875% Convertible Senior Notes 1,795,097 2,082,311 Unamortized deferred financing costs on Crimson Secured Credit Facility (1) 970,395 1,275,244 Total Debt, net of deferred financing costs $ 212,024,285 $ 215,390,586 Debt due within one year $ 8,000,000 $ 8,000,000 (1) Unamortized deferred financing costs related to the Company's 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 three and six months ended June 30, 2022 and 2021 is as follows: For the Three Months Ended For the Six Months Ended June 30, 2022 June 30, 2021 June 30, 2022 June 30, 2021 Crimson Credit Facility $ 247,635 $ 247,635 $ 495,270 $ 404,034 CorEnergy Credit Facility — — $ — $ 47,879 Total Deferred Debt Cost Amortization Expense (1)(2) $ 247,635 $ 247,635 $ 495,270 $ 451,913 (1) Amortization of deferred debt issuance costs is included in interest expense in the Consolidated Statements of Operations. (2) For the amount of deferred debt cost amortization relating to the convertible notes included in the Consolidated Statements of Operations, refer to the Convertible Note Interest Expense table below. |
Contractual Payments | The remaining contractual principal payments as of June 30, 2022 under the Crimson Credit Facility are as follows: Year Crimson Term Loan Crimson Revolver Total 2022 $ 4,000,000 $ — $ 4,000,000 2023 8,000,000 — 8,000,000 2024 58,000,000 27,000,000 85,000,000 Total Remaining Contractual Payments $ 70,000,000 $ 27,000,000 $ 97,000,000 |
Convertible Note Interest Expense | The following is a summary of the impact of convertible notes on interest expense for the three and six months ended June 30, 2022 and 2021: Convertible Note Interest Expense For the Three Months Ended For the Six Months Ended June 30, 2022 June 30, 2021 June 30, 2022 June 30, 2021 5.875% Convertible Notes: Interest Expense $ 1,733,859 $ 1,733,859 $ 3,467,718 $ 3,467,718 Discount Amortization 143,607 143,607 287,214 287,214 Deferred Debt Issuance Amortization 20,818 20,818 41,636 41,636 Total 5.875% Convertible Note Interest Expense $ 1,898,284 $ 1,898,284 $ 3,796,568 $ 3,796,568 |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
Share-Based Payment Arrangement, Restricted Stock Unit, Activity | The following table represents the nonvested RSU activity for the three months ended June 30, 2022: Restricted Stock Units Weighted Average Grant Date Outstanding at April 1, 2022 — $ — Granted 654,497 2.58 Vested — — Forfeited — — Outstanding at June 30, 2022 654,497 $ 2.58 Expected to vest as of June 30, 2022 654,497 |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount | The following table presents the director and restricted stock unit stock-based compensation expense: For the Three Months Ended For the Six Months Ended June 30, 2022 June 30, 2021 June 30, 2022 June 30, 2021 General and administrative expense $ 139,394 $ — $ 139,394 $ — Transportation and distribution expense 11,965 — 11,965 — Total $ 151,359 $ — $ 151,359 $ — |
Schedule of Noncontrolling Interest | Pursuant to the terms of the Third LLC Agreement, the Grier Members and the Company's interests in Crimson are summarized in the table below: As of June 30, 2022 Grier Members CorEnergy (in units, except as noted) Economic ownership interests in Crimson Midstream Holdings, LLC Class A-1 Units 1,650,245 — Class A-2 Units 2,460,414 — Class A-3 Units 2,450,142 — Class B-1 Units — 10,000 Summary of Economic Equity interests (%) 50.62 % 49.38 % Voting ownership interests in Crimson Midstream Holdings, LLC Class C-1 Units 505,000 495,000 Voting interests of C-1 Units (%) 50.50 % 49.50 % |
Schedule of Distributions Payable | The following table summarizes the distributions payable under the A-1, A-2 and A-3 Units as if the Grier Members held the respective underlying Company securities. The A-1, A-2 and A-3 Units are entitled to the distribution regardless of whether the corresponding Company security is outstanding. Units Distribution Rights of CorEnergy Securities Liquidation Preference Annual Distribution per Share A-1 Units 7.375% Series A Cumulative Redeemable Preferred Stock $ 25.00 $ 1.84 A-2 Units Class B Common Stock N/A Varies A-3 Units Class B Common Stock (1) (2) N/A Varies (1) (1) (A) For the fiscal quarters of the Company ending June 30, 2021, September 30, 2021, December 31, 2021 and March 31, 2022, the Common Stock Base Dividend Per Share shall equal $0.05 per share per quarter; (B) for the fiscal quarters of the Company ending June 30, 2022, September 30, 2022, December 31, 2022 and March 31, 2023, the Common Stock Base Dividend Per Share shall equal $0.055 per share per quarter; and (C) for the fiscal quarters of the Company ending June 30, 2023, September 30, 2023, December 31, 2023 and March 30, 2024, the Common Stock Base Dividend Per Share shall equal $0.06 per share per quarter. The Class B Common Stock dividend is subordinated based on a distribution formula described in footnote (2) below. (2) For each fiscal quarter ending June 30, 2021 through and including the fiscal quarter ending March 31, 2024, each share of Class B Common Stock will be entitled to receive dividends (the "Class B Common Stock Dividends"), subject to Board approval, equal to the quotient of (i) difference of (A) CAFD of the most recently completed quarter and (B) 1.25 multiplied by the Common Stock Base Dividend, divided by (ii) shares of Class B Common Stock issued and outstanding multiplied by 1.25. |
EARNINGS (LOSS) PER SHARE (Tabl
EARNINGS (LOSS) PER SHARE (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted Earnings Per Share | For the Three Months Ended For the Six Months Ended June 30, 2022 June 30, 2021 June 30, 2022 June 30, 2021 Net Income (loss) $ 2,170,126 $ 2,427,409 $ 6,534,883 $ (8,266,854) Less: Net income attributable to non-controlling interest $ 966,671 $ 2,014,870 $ 3,026,965 $ 3,620,178 Net income (loss) attributable to CorEnergy $ 1,203,455 $ 412,539 $ 3,507,918 $ (11,887,032) Less: preferred dividend requirements 2,388,130 2,309,672 4,776,260 4,619,344 Net loss attributable to Common Stockholders $ (1,184,675) $ (1,897,133) $ (1,268,342) $ (16,506,376) Weighted average common shares - basic 15,673,703 13,659,667 15,637,515 13,655,617 Basic loss per common share $ (0.08) $ (0.14) $ (0.08) $ (1.21) Net loss attributable to Common Stockholders (from above) $ (1,184,675) $ (1,897,133) $ (1,268,342) $ (16,506,376) Weighted average common shares - diluted 15,673,703 13,659,667 15,637,515 13,655,617 Diluted loss per common share $ (0.08) $ (0.14) $ (0.08) $ (1.21) |
ACQUISITIONS - Crimson (Details
ACQUISITIONS - Crimson (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||||
Feb. 04, 2021 | Feb. 01, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Sep. 30, 2021 | Jun. 01, 2021 | |
Business Acquisition [Line Items] | ||||||||
Purchase consideration in cash (net of working capital adjustments) | $ 0 | $ 69,002,053 | ||||||
Aggregate value of non-controlling interest | $ 115,323,036 | |||||||
Variable Interest Entity, Primary Beneficiary | ||||||||
Business Acquisition [Line Items] | ||||||||
Percentage of voting interest held | 49.50% | |||||||
Amended and Restated Credit Agreement | Wells Fargo | ||||||||
Business Acquisition [Line Items] | ||||||||
Total Commitment or Original Principal | $ 105,000,000 | |||||||
Mr. Grier and Certain Affiliated Trusts of Mr. Grier | Class A-1 Units | ||||||||
Business Acquisition [Line Items] | ||||||||
Membership interest, shares issued upon exchange (in shares) | 1,613,202 | |||||||
Mr. Grier and Certain Affiliated Trusts of Mr. Grier | Class A-2 Units | ||||||||
Business Acquisition [Line Items] | ||||||||
Membership interest, shares issued upon exchange (in shares) | 2,436,000 | |||||||
Mr. Grier and Certain Affiliated Trusts of Mr. Grier | Class A-3 Units | ||||||||
Business Acquisition [Line Items] | ||||||||
Membership interest, shares issued upon exchange (in shares) | 2,450,142 | |||||||
Grier Members | Variable Interest Entity, Primary Beneficiary | ||||||||
Business Acquisition [Line Items] | ||||||||
Percentage of voting interest held | 50.50% | 50.62% | ||||||
Crimson Midstream Holdings, LLC | ||||||||
Business Acquisition [Line Items] | ||||||||
Percentage of interest acquired | 49.50% | 49.50% | ||||||
Economic benefit interest | 100% | |||||||
Fair value total purchase consideration | $ 343,800,000 | |||||||
Percentage of interest to be acquired with the right | 50.50% | |||||||
Cash on hand paid in consideration for the acquisition | $ 74,600,000 | $ 907,728 | ||||||
New common and preferred equity issued in consideration for the acquisition | 115,300,000 | |||||||
Other assets contributed in consideration for the acquisition | 48,900,000 | |||||||
New term loan and revolver borrowings incurred in consideration for the acquisition | $ 105,000,000 | |||||||
Increase in assets acquired | 1,790,455 | |||||||
Aggregate value of non-controlling interest | $ 882,726 | |||||||
Crimson Midstream Holdings, LLC | Class C Units | ||||||||
Business Acquisition [Line Items] | ||||||||
Percentage of interest acquired | 49.50% | |||||||
Purchase consideration in cash (net of working capital adjustments) | $ 66,000,000 | |||||||
Crimson Midstream Holdings, LLC | Class B-1 Units | ||||||||
Business Acquisition [Line Items] | ||||||||
Shares issued by acquiree through exchange (in shares) | 10,000 | |||||||
Crimson Midstream Holdings, LLC | Class C-1 Units | ||||||||
Business Acquisition [Line Items] | ||||||||
Percentage of interest acquired | 49.50% | |||||||
Shares issued by acquiree through exchange (in shares) | 495,000 | |||||||
Crimson Midstream Holdings, LLC | Mr. Grier and Certain Affiliated Trusts of Mr. Grier | Class A-1 Units | ||||||||
Business Acquisition [Line Items] | ||||||||
Shares issued by acquiree through exchange (in shares) | 37,043 | 37,043 | ||||||
Voting interests of C-1 Units (%) | 50.50% | 50.50% | ||||||
Units outstanding (in shares) | 1,650,245 | |||||||
Crimson Midstream Holdings, LLC | Mr. Grier and Certain Affiliated Trusts of Mr. Grier | Class C-1 Units | ||||||||
Business Acquisition [Line Items] | ||||||||
Shares issued by acquiree through exchange (in shares) | 505,000 | |||||||
Voting interests of C-1 Units (%) | 50.50% |
ACQUISITIONS - Summary of Alloc
ACQUISITIONS - Summary of Allocation of Purchase Price (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||||
Feb. 01, 2021 | Jun. 30, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Jul. 06, 2021 | |
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustments [Abstract] | ||||||||
Depreciation expense | $ 4,000,000 | $ 3,700,000 | $ 7,900,000 | $ 6,400,000 | ||||
Crimson Midstream Holdings, LLC | ||||||||
Assets Acquired | ||||||||
Cash and cash equivalents | $ 6,554,921 | |||||||
Accounts and other receivables | 11,394,441 | |||||||
Inventory | 1,681,637 | |||||||
Prepaid expenses and other assets | 6,144,932 | |||||||
Property and equipment | 333,715,139 | |||||||
Operating right-of-use asset | 6,268,077 | |||||||
Total assets acquired: | 365,759,147 | |||||||
Liabilities Assumed | ||||||||
Accounts payable and other accrued liabilities | 13,540,164 | |||||||
Operating lease liability | 6,268,077 | |||||||
Unearned revenue | 315,000 | |||||||
Total liabilities assumed: | 20,123,241 | |||||||
Fair Value of Net Assets Acquired: | 345,635,906 | |||||||
Non-controlling interest at fair value | 116,205,762 | |||||||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustments [Abstract] | ||||||||
Working capital adjustment | $ 1,800,000 | |||||||
Depreciation expense | $ 734,000 | |||||||
Accrued office lease | $ 250,000 | |||||||
Total fair value | 116,200,000 | |||||||
Cash on hand paid in consideration for the acquisition | $ 74,600,000 | $ 907,728 | ||||||
Crimson Midstream Holdings, LLC | Class A-1 Units | Mr. Grier and Certain Affiliated Trusts of Mr. Grier | ||||||||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustments [Abstract] | ||||||||
Shares issued by acquiree through exchange (in shares) | 37,043 | 37,043 | ||||||
Internalization | ||||||||
Assets Acquired | ||||||||
Cash and cash equivalents | $ 952,487 | |||||||
Accounts and other receivables | 344,633 | |||||||
Prepaid expenses and other assets | 14,184 | |||||||
Property and equipment | 87,101 | |||||||
Operating right-of-use asset | 453,396 | |||||||
Total assets acquired: | 16,342,953 | |||||||
Liabilities Assumed | ||||||||
Accounts payable and other accrued liabilities | 1,259,402 | |||||||
Operating lease liability | 453,396 | |||||||
Total liabilities assumed: | 1,712,798 | |||||||
Fair Value of Net Assets Acquired: | $ 14,630,155 |
ACQUISITIONS - Fair Value (Deta
ACQUISITIONS - Fair Value (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Feb. 01, 2021 | Jun. 30, 2021 | |
Measurement Input, Discount Rate | Class A-1 Units | ||
Business Acquisition [Line Items] | ||
Discount rate | 11.88% | |
Measurement Input, Discount Rate | Class A-3 Units | ||
Business Acquisition [Line Items] | ||
Discount rate | 11.75% | |
Corridor InfraTrust Management, LLC | Measurement Input, Discount Rate | ||
Business Acquisition [Line Items] | ||
Weighted average discount rate | 14% | |
Crimson Midstream Holdings, LLC | ||
Business Acquisition [Line Items] | ||
Total transaction, due diligence and financing costs | $ 2,000 | |
Financing costs | 2,800 | |
Due diligence costs | 785 | |
Other financing cost | $ 235 |
ACQUISITIONS - Pro Forma Result
ACQUISITIONS - Pro Forma Results of Operations (Unaudited) (Details) | 6 Months Ended |
Jun. 30, 2021 USD ($) | |
Crimson Midstream Holdings, LLC | |
Business Acquisition [Line Items] | |
Revenues | $ 64,125,099 |
ACQUISITIONS - Corridor Infra M
ACQUISITIONS - Corridor Infra Management, LLC (Details) - USD ($) | Sep. 16, 2021 | Jul. 06, 2021 | Jun. 30, 2022 | Dec. 31, 2021 |
Business Acquisition [Line Items] | ||||
Number of shares issued in transaction (in shares) | 1,837,607 | |||
Goodwill | $ 16,210,020 | $ 16,210,020 | ||
Common Stock, Internalization | Internalization | ||||
Business Acquisition [Line Items] | ||||
Consideration received per transaction | $ 14,600,000 | |||
Number of shares issued in transaction (in shares) | 1,153,846 | |||
Class B Common Stock, Internalization | Internalization | ||||
Business Acquisition [Line Items] | ||||
Number of shares issued in transaction (in shares) | 683,761 | |||
Series A Cumulative Redeemable Preferred Stock | Internalization | ||||
Business Acquisition [Line Items] | ||||
Number of shares issued in transaction (in shares) | 170,213 | |||
Internalization | ||||
Business Acquisition [Line Items] | ||||
Cash and cash equivalents | $ 952,487 | |||
Accounts and other receivables | 344,633 | |||
Prepaid expenses and other assets | 14,184 | |||
Property and equipment | 87,101 | |||
Operating right-of-use asset | 453,396 | |||
Goodwill | 14,491,152 | |||
Total assets acquired: | 16,342,953 | |||
Accounts payable and other accrued liabilities | 1,259,402 | |||
Operating lease liability | 453,396 | |||
Total liabilities assumed: | 1,712,798 | |||
Fair Value of Net Assets Acquired: | $ 14,630,155 |
TRANSPORTATION AND DISTRIBUTI_3
TRANSPORTATION AND DISTRIBUTION REVENUE - Additional Information (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Revenue from Contract with Customer [Abstract] | ||
Contract asset balance | $ 10 | $ 40 |
Capitalized contract cost | $ 805 |
TRANSPORTATION AND DISTRIBUTI_4
TRANSPORTATION AND DISTRIBUTION REVENUE - Contract Assets and Liabilities (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Change In Contract With Customer, Liability [Roll Forward] | ||
Beginning Balance January 1 | $ 5,839,602 | |
Ending Balance | 6,120,397 | $ 5,839,602 |
Transportation and distribution | ||
Change In Contract With Customer, Liability [Roll Forward] | ||
Beginning Balance January 1 | 5,339,364 | 6,104,979 |
Unrecognized Performance Obligations | 1,053,023 | 199,405 |
Recognized Performance Obligations | (292,737) | (965,020) |
Ending Balance | $ 6,099,650 | $ 5,339,364 |
TRANSPORTATION AND DISTRIBUTI_5
TRANSPORTATION AND DISTRIBUTION REVENUE - Schedules of Concentration of Risk (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Transportation and distribution | ||||
Concentration Risk [Line Items] | ||||
Revenue from contracts with customers | $ 28,112,834 | $ 28,100,343 | $ 57,874,188 | $ 49,395,482 |
Crude oil transportation revenue | ||||
Concentration Risk [Line Items] | ||||
Revenue from contracts with customers | 22,582,970 | 22,955,068 | 46,712,334 | 38,559,294 |
Natural gas transportation revenue | ||||
Concentration Risk [Line Items] | ||||
Revenue from contracts with customers | 4,077,445 | 3,620,569 | 8,138,721 | 7,426,793 |
Natural gas distribution revenue | ||||
Concentration Risk [Line Items] | ||||
Revenue from contracts with customers | 1,236,261 | 1,185,375 | 2,434,166 | 2,384,188 |
Other | ||||
Concentration Risk [Line Items] | ||||
Revenue from contracts with customers | $ 216,158 | $ 339,331 | $ 588,967 | $ 1,025,207 |
Product and services | Revenue | Transportation and distribution | ||||
Concentration Risk [Line Items] | ||||
Concentration percentage | 100% | 100% | 100% | 100% |
Product and services | Revenue | Crude oil transportation revenue | ||||
Concentration Risk [Line Items] | ||||
Concentration percentage | 80.30% | 81.70% | 80.70% | 78.30% |
Product and services | Revenue | Natural gas transportation revenue | ||||
Concentration Risk [Line Items] | ||||
Concentration percentage | 14.50% | 12.90% | 14.10% | 14.90% |
Product and services | Revenue | Natural gas distribution revenue | ||||
Concentration Risk [Line Items] | ||||
Concentration percentage | 4.40% | 4.20% | 4.20% | 4.80% |
Product and services | Revenue | Other | ||||
Concentration Risk [Line Items] | ||||
Concentration percentage | 0.80% | 1.20% | 1% | 2% |
LEASED PROPERTIES AND LEASES -
LEASED PROPERTIES AND LEASES - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Feb. 04, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Sale Leaseback Transaction [Line Items] | ||||||
Carrying value | $ 1,247,189 | $ 1,247,189 | $ 1,267,821 | |||
Loss on termination of lease | $ 0 | $ 0 | $ 0 | $ 165,644 | ||
Grand Isle Gathering System | ||||||
Sale Leaseback Transaction [Line Items] | ||||||
Carrying value | $ 63,500,000 | |||||
Asset retirement obligation | 8,800,000 | |||||
Carrying value | 54,700,000 | |||||
Fair value | $ 48,900,000 | |||||
Loss on impairment | 5,800,000 | |||||
Loss on termination of lease | $ 166,000 | |||||
Grand Isle Gathering System | Measurement Input, Discount Rate | ||||||
Sale Leaseback Transaction [Line Items] | ||||||
Discount rate | 11.75% |
LEASED PROPERTIES AND LEASES _2
LEASED PROPERTIES AND LEASES - Information Regarding Operating Leases (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Lease cost: | |||||
Operating lease cost | $ 446,601 | $ 357,461 | $ 893,202 | $ 598,643 | |
Short term lease cost | 0 | 101,771 | 0 | 203,785 | |
Total Lease Cost | 446,601 | 459,232 | 893,202 | 802,428 | |
Other Information: | |||||
Operating cash flows from operating leases | $ 341,185 | $ 246,807 | $ 1,100,034 | $ 833,288 | |
Weighted-average remaining lease term - operating leases | 10 years 3 months 18 days | 10 years 3 months 18 days | 10 years | ||
Weighted-average discount rate - operating leases | 7.20% | 7.20% | 7.04% |
FINANCING NOTES RECEIVABLE (Det
FINANCING NOTES RECEIVABLE (Details) - USD ($) | Aug. 10, 2021 | Jun. 30, 2022 | Dec. 31, 2021 |
Receivables [Abstract] | |||
Monthly principal payments | $ 24,000 | ||
Financing receivable, interest rate | 12% | ||
Financing receivable | $ 950,034 | $ 1,036,660 |
INCOME TAXES - Deferred Tax Ass
INCOME TAXES - Deferred Tax Assets and Liabilities (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Deferred Tax Assets: | ||
Deferred contract revenue | $ 1,309,765 | $ 1,333,510 |
Net operating loss carryforwards | 6,772,520 | 6,929,821 |
Capital loss carryforward | 92,418 | 92,418 |
Other | 367 | 366 |
Sub-total | 8,175,070 | 8,356,115 |
Valuation allowance | (3,487,723) | (3,891,342) |
Sub-total | 4,687,347 | 4,464,773 |
Deferred Tax Liabilities: | ||
Cost recovery of leased and fixed assets | (4,493,994) | (4,187,621) |
Other | (79,728) | (70,867) |
Sub-total | (4,573,722) | (4,258,488) |
Total net deferred tax asset | $ 113,625 | $ 206,285 |
INCOME TAXES - Additional Infor
INCOME TAXES - Additional Information (Details) - USD ($) | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Operating Loss Carryforwards [Line Items] | |||
Operating loss carryforwards | $ 28,100,000 | $ 28,700,000 | |
Operating loss carryforwards, not subject to expiration | 25,500,000 | 25,500,000 | |
Valuation allowance | $ 3,487,723 | 3,891,342 | |
Effective tax rate | 12.60% | 28.20% | |
Capital Loss Carryforward | Corridor Private | |||
Operating Loss Carryforwards [Line Items] | |||
Valuation allowance | $ 92,000 | 92,000 | |
Capital Loss Carryforward | Corridor MoGas | |||
Operating Loss Carryforwards [Line Items] | |||
Valuation allowance | $ 3,400,000 | $ 3,800,000 |
INCOME TAXES - Components of In
INCOME TAXES - Components of Income Tax Expense (Benefit) (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Current tax expense | ||||
Federal | $ 104,579 | $ 15,420 | $ 210,147 | $ 38,160 |
State (net of federal tax expense) | 52,298 | 4,954 | 97,774 | 10,081 |
Total current tax expense | 156,877 | 20,374 | 307,921 | 48,241 |
Deferred tax expense | ||||
Federal | 13,358 | 112,167 | 72,782 | 90,084 |
State (net of federal tax expense) | 2,851 | 23,055 | 15,640 | 18,738 |
Total deferred tax expense | 16,209 | 135,222 | 88,422 | 108,822 |
Total income tax expense, net | $ 173,086 | $ 155,596 | $ 396,343 | $ 157,063 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | |||||
Gross property and equipment | $ 482,199,035 | $ 482,199,035 | $ 478,452,228 | ||
Less: accumulated depreciation | (44,870,127) | (44,870,127) | (37,022,035) | ||
Net property and equipment | 437,328,908 | 437,328,908 | 441,430,193 | ||
Depreciation expense | 4,000,000 | $ 3,700,000 | 7,900,000 | $ 6,400,000 | |
Land | |||||
Property, Plant and Equipment [Line Items] | |||||
Gross property and equipment | 24,989,784 | 24,989,784 | 24,989,784 | ||
Crude oil pipelines | |||||
Property, Plant and Equipment [Line Items] | |||||
Gross property and equipment | 182,094,747 | 182,094,747 | 180,663,147 | ||
Natural gas pipeline | |||||
Property, Plant and Equipment [Line Items] | |||||
Gross property and equipment | 105,050,920 | 105,050,920 | 104,847,405 | ||
Right-of-way agreements | |||||
Property, Plant and Equipment [Line Items] | |||||
Gross property and equipment | 85,456,374 | 85,456,374 | 85,451,574 | ||
Pipeline related facilities | |||||
Property, Plant and Equipment [Line Items] | |||||
Gross property and equipment | 41,367,716 | 41,367,716 | 39,995,865 | ||
Tanks | |||||
Property, Plant and Equipment [Line Items] | |||||
Gross property and equipment | 31,236,118 | 31,236,118 | 30,679,194 | ||
Vehicles, trailers and other equipment | |||||
Property, Plant and Equipment [Line Items] | |||||
Gross property and equipment | 2,003,200 | 2,003,200 | 1,840,609 | ||
Office equipment and computers | |||||
Property, Plant and Equipment [Line Items] | |||||
Gross property and equipment | 1,433,089 | 1,433,089 | 1,403,090 | ||
Construction work in progress | |||||
Property, Plant and Equipment [Line Items] | |||||
Gross property and equipment | $ 8,567,087 | $ 8,567,087 | $ 8,581,560 |
MANAGEMENT AGREEMENT (Details)
MANAGEMENT AGREEMENT (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||||
Sep. 16, 2021 | Jul. 06, 2021 | Apr. 01, 2021 | Jan. 31, 2021 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Feb. 01, 2021 | |
Management Agreement [Line Items] | ||||||||
Number of shares issued in transaction (in shares) | 1,837,607 | |||||||
Transaction bonus | $ 1,000 | |||||||
Reimbursements | 1,500 | |||||||
Legal fees | 50 | |||||||
Payments to investment advisors | 1,900 | |||||||
Corridor Infra Trust Management | ||||||||
Management Agreement [Line Items] | ||||||||
Bonus payment advance | $ 1,000 | |||||||
Quarterly payment | $ 172 | |||||||
Fees incurred under management agreement | $ 321 | $ 914 | 2,800 | |||||
General and administrative expense | Corridor Infra Trust Management | ||||||||
Management Agreement [Line Items] | ||||||||
Payments to administrator pursuant to administrative agreement | $ 0 | $ 13 | ||||||
Common Stock, Internalization | Internalization | ||||||||
Management Agreement [Line Items] | ||||||||
Number of shares issued in transaction (in shares) | 1,153,846 | |||||||
Class B Common Stock, Internalization | Internalization | ||||||||
Management Agreement [Line Items] | ||||||||
Number of shares issued in transaction (in shares) | 683,761 | |||||||
Series A Cumulative Redeemable Preferred Stock | ||||||||
Management Agreement [Line Items] | ||||||||
Preferred stock interest rate | 7.375% | 7.375% | ||||||
Series A Cumulative Redeemable Preferred Stock | Internalization | ||||||||
Management Agreement [Line Items] | ||||||||
Number of shares issued in transaction (in shares) | 170,213 | |||||||
Preferred stock interest rate | 7.375% | |||||||
Series A, Internalization | Internalization | ||||||||
Management Agreement [Line Items] | ||||||||
Number of shares issued in transaction (in shares) | 170,213 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) $ in Thousands | Jun. 30, 2022 USD ($) |
California Bonds Indemnification | |
Loss Contingencies [Line Items] | |
Premium for bonds outstanding | $ 115 |
FAIR VALUE (Details)
FAIR VALUE (Details) - Level 2 - Convertible Debt - 5.875% Unsecured Convertible Senior Notes - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Carrying Amount | ||
Financial Liabilities: | ||
5.875% Unsecured Convertible Senior Notes | $ 115,994,680 | $ 115,665,830 |
Fair Value | ||
Financial Liabilities: | ||
5.875% Unsecured Convertible Senior Notes | $ 87,947,250 | $ 111,144,075 |
DEBT - Schedule of Debt (Detail
DEBT - Schedule of Debt (Details) - USD ($) | 6 Months Ended | ||
Jun. 30, 2022 | Dec. 31, 2021 | Jun. 30, 2021 | |
Debt Instrument [Line Items] | |||
Amount Outstanding | $ 215,050,000 | $ 219,050,000 | |
Unamortized deferred financing costs on 5.875% Convertible Senior Notes | 970,395 | 1,275,244 | |
Total Debt, net of deferred financing costs | 212,024,285 | 215,390,586 | |
Debt due within one year | 8,000,000 | 8,000,000 | |
Crimson Credit Facility | |||
Debt Instrument [Line Items] | |||
Unamortized deferred financing costs on Crimson Secured Credit Facility | 970,395 | 1,275,244 | |
Line of Credit | Crimson Credit Facility | |||
Debt Instrument [Line Items] | |||
Total Debt, net of deferred financing costs | 97,000,000 | ||
Line of Credit | Crimson Revolver | Crimson Credit Facility | |||
Debt Instrument [Line Items] | |||
Total Commitment or Original Principal | 50,000,000 | ||
Quarterly Principal Payments | 0 | ||
Amount Outstanding | $ 27,000,000 | $ 27,000,000 | |
Interest Rate | 5.35% | 4.11% | |
Total Debt, net of deferred financing costs | $ 27,000,000 | ||
Line of Credit | Crimson Term Loan | Crimson Credit Facility | |||
Debt Instrument [Line Items] | |||
Total Commitment or Original Principal | 80,000,000 | ||
Quarterly Principal Payments | 2,000,000 | ||
Amount Outstanding | $ 70,000,000 | $ 74,000,000 | |
Interest Rate | 5.58% | 4.10% | |
Total Debt, net of deferred financing costs | $ 70,000,000 | ||
Line of Credit | Uncommitted Incremental Facility | Crimson Credit Facility | |||
Debt Instrument [Line Items] | |||
Total Commitment or Original Principal | 25,000,000 | ||
Quarterly Principal Payments | 0 | ||
Amount Outstanding | $ 0 | $ 0 | |
Interest Rate | 0% | 0% | |
Convertible Debt | 5.875% Unsecured Convertible Senior Notes | |||
Debt Instrument [Line Items] | |||
Total Commitment or Original Principal | $ 120,000,000 | ||
Quarterly Principal Payments | 0 | ||
Amount Outstanding | $ 118,050,000 | $ 118,050,000 | |
Interest Rate | 5.875% | 5.875% | 5.875% |
Unamortized deferred financing costs on 5.875% Convertible Senior Notes | $ 260,223 | $ 301,859 | |
Unamortized discount on 5.875% Convertible Senior Notes | $ 1,795,097 | $ 2,082,311 |
DEBT - Contractual Payments (De
DEBT - Contractual Payments (Details) - USD ($) | 1 Months Ended | 6 Months Ended | ||
Aug. 11, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | ||||
Total Debt, net of deferred financing costs | $ 212,024,285 | $ 215,390,586 | ||
Advances on revolving line of credit | 4,000,000 | $ 8,000,000 | ||
Line of Credit | Crimson Credit Facility | ||||
Debt Instrument [Line Items] | ||||
2022 | 4,000,000 | |||
2023 | 8,000,000 | |||
2024 | 85,000,000 | |||
Total Debt, net of deferred financing costs | 97,000,000 | |||
Line of Credit | Crimson Credit Facility | Crimson Term Loan | ||||
Debt Instrument [Line Items] | ||||
2022 | 4,000,000 | |||
2023 | 8,000,000 | |||
2024 | 58,000,000 | |||
Total Debt, net of deferred financing costs | 70,000,000 | |||
Line of Credit | Crimson Credit Facility | Crimson Revolver | ||||
Debt Instrument [Line Items] | ||||
2022 | 0 | |||
2023 | 0 | |||
2024 | 27,000,000 | |||
Total Debt, net of deferred financing costs | $ 27,000,000 | |||
Line of Credit | Crimson Credit Facility | Crimson Revolver | Subsequent Event | ||||
Debt Instrument [Line Items] | ||||
Advances on revolving line of credit | $ 2,000,000 |
DEBT - Deferred Financing Costs
DEBT - Deferred Financing Costs Summary (Details) - Line of Credit - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Debt Instrument [Line Items] | ||||
Deferred debt amortization | $ 247,635 | $ 247,635 | $ 495,270 | $ 451,913 |
Crimson Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Deferred debt amortization | 247,635 | 247,635 | 495,270 | 404,034 |
CorEnergy Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Deferred debt amortization | $ 0 | $ 0 | $ 0 | $ 47,879 |
DEBT - Convertible Note Interes
DEBT - Convertible Note Interest Expense (Details) - Convertible Debt - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | |||||
Total 5.875% Convertible Note Interest Expense | $ 1,898,284 | $ 1,898,284 | $ 3,796,568 | $ 3,796,568 | |
5.875% Convertible Notes | |||||
Debt Instrument [Line Items] | |||||
Interest Expense | 1,733,859 | 1,733,859 | 3,467,718 | 3,467,718 | |
Discount Amortization | 143,607 | 143,607 | 287,214 | 287,214 | |
Deferred Debt Issuance Amortization | $ 20,818 | $ 20,818 | $ 41,636 | $ 41,636 | |
Interest Rate | 5.875% | 5.875% | 5.875% | 5.875% | 5.875% |
Effective interest rate in percentage | 6.40% | 6.40% | 6.40% | 6.40% |
STOCKHOLDERS' EQUITY - Narrativ
STOCKHOLDERS' EQUITY - Narrative (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||||||||||||||
May 26, 2022 | May 25, 2022 | Sep. 16, 2021 | Jul. 07, 2021 | Jul. 06, 2021 | Feb. 01, 2021 | Oct. 30, 2018 | Jun. 30, 2021 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Nov. 03, 2021 | Sep. 30, 2021 | Jun. 01, 2021 | |
Class of Stock [Line Items] | ||||||||||||||||||
Number of shares issued in transaction (in shares) | 1,837,607 | |||||||||||||||||
Remaining unrecognized stock-based compensation cost | $ 1,600,000 | $ 1,600,000 | ||||||||||||||||
Weighted average period over which the remaining compensation expense is recognized | 2 years 8 months 12 days | |||||||||||||||||
Aggregate value of non-controlling interest | $ 115,323,036 | |||||||||||||||||
Crimson cash distribution on A-1 Units | 809,212 | $ 809,212 | $ 604,951 | $ 1,618,424 | $ 604,951 | |||||||||||||
Preferred stock, par value (in dollars per share) | $ 0.001 | |||||||||||||||||
Aggregate offering price | $ 600,000,000 | |||||||||||||||||
Shelf registration statement aggregate offering price, current availability | $ 600,000,000 | $ 600,000,000 | ||||||||||||||||
Director | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Granted (in shares) | 30,917 | |||||||||||||||||
Granted (in dollars per shares) | $ 2.60 | |||||||||||||||||
Stock-based compensation expense | $ 81,000 | $ 81,000 | ||||||||||||||||
Restricted Stock Units | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Granted (in shares) | 654,497 | 654,497 | ||||||||||||||||
Granted (in dollars per shares) | $ 2.58 | |||||||||||||||||
Variable Interest Entity, Primary Beneficiary | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Percentage of voting interest held | 49.50% | |||||||||||||||||
Depositary Shares | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Number of shares issued in transaction (in shares) | 170,213 | |||||||||||||||||
Series A Cumulative Redeemable Preferred Stock | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Preferred stock interest rate | 7.375% | 7.375% | ||||||||||||||||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||||
Class B Common Stock | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Common shares, issued (in shares) | 683,761 | 683,761 | 683,761 | |||||||||||||||
Grier Members | Variable Interest Entity, Primary Beneficiary | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Percentage of voting interest held | 50.50% | 50.62% | ||||||||||||||||
Internalization | Series A Cumulative Redeemable Preferred Stock | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Number of shares issued in transaction (in shares) | 170,213 | |||||||||||||||||
Preferred stock interest rate | 7.375% | |||||||||||||||||
Internalization | Common Stock, Internalization | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Number of shares issued in transaction (in shares) | 1,153,846 | |||||||||||||||||
Internalization | Class B Common Stock, Internalization | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Number of shares issued in transaction (in shares) | 683,761 | |||||||||||||||||
Dividend Reinvestment Plan | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Reinvestment of dividends paid to common stockholders (in shares) | 1,000,000 | 243,178 | ||||||||||||||||
Remaining availability (in shares) | 756,822 | 756,822 | ||||||||||||||||
Omnibus Equity Incentive Plan | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Number of shares issued in transaction (in shares) | 3,000,000 | |||||||||||||||||
Sale of stock, number of shares registered (in shares) | 3,000,000 | |||||||||||||||||
Common shares, issued (in shares) | 30,917 | 30,917 | ||||||||||||||||
Remaining shares available for grant (in shares) | 2,314,586 | 2,314,586 | ||||||||||||||||
Omnibus Equity Incentive Plan | Restricted Stock Units | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Granted (in shares) | 654,497 | |||||||||||||||||
Series C Preferred Stock | Depositary Shares | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Equity instrument, shares issuable upon conversion (in shares) | 1,755,579 | |||||||||||||||||
Class A-2 Units | Class B Common Stock | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Equity instrument, shares issuable upon conversion (in shares) | 8,762,158 | |||||||||||||||||
Class A-3 Units | Class B Common Stock | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Equity instrument, shares issuable upon conversion (in shares) | 2,450,142 | |||||||||||||||||
Crimson Midstream Holdings, LLC | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Increase in assets acquired | $ 1,790,455 | |||||||||||||||||
Aggregate value of non-controlling interest | $ 882,726 | |||||||||||||||||
Total fair value | $ 116,200,000 | |||||||||||||||||
Crimson Midstream Holdings, LLC | Mr. Grier and Certain Affiliated Trusts of Mr. Grier | Class A-1 Units | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Shares issued by acquiree through exchange (in shares) | 37,043 | 37,043 | ||||||||||||||||
Voting interests of C-1 Units (%) | 50.50% | 50.50% | ||||||||||||||||
Series A Cumulative Redeemable Preferred Stock | Series A Cumulative Redeemable Preferred Stock | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Preferred stock interest rate | 7.375% | |||||||||||||||||
Non-controlling Interest | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Aggregate value of non-controlling interest | $ 115,323,036 | |||||||||||||||||
Crimson cash distribution on A-1 Units | $ 809,212 | $ 809,212 | $ 604,951 | $ 1,618,424 | $ 604,951 | |||||||||||||
Non-controlling Interest | Class A-1 Units | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Crimson cash distribution on A-1 Units | $ 1,600,000 |
STOCKHOLDERS' EQUITY - Schedule
STOCKHOLDERS' EQUITY - Schedule of Unvested RSUs (Details) - Restricted Stock Units | 6 Months Ended | |
May 26, 2022 shares | Jun. 30, 2022 $ / shares shares | |
Restricted Stock Units | ||
Nonvested at period start (in shares) | 0 | |
Granted (in shares) | 654,497 | 654,497 |
Vested (in shares) | 0 | |
Forfeited (in shares) | 0 | |
Nonvested at period end (in shares) | 654,497 | |
Expected to vest (in shares) | 654,497 | |
Weighted Average Grant Date Fair Value | ||
Period start (in dollars per share) | $ / shares | $ 0 | |
Granted (in dollars per shares) | $ / shares | 2.58 | |
Vested (in dollars per share) | $ / shares | 0 | |
Forfeited (in dollars per share) | $ / shares | 0 | |
Period end (in dollars per share) | $ / shares | $ 2.58 |
STOCKHOLDERS' EQUITY - Stock-ba
STOCKHOLDERS' EQUITY - Stock-based Compensation Expense (Details) - Restricted Stock - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 151,359 | $ 0 | $ 151,359 | $ 0 |
General and administrative expense | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Stock-based compensation expense | 139,394 | 0 | 139,394 | 0 |
Transportation and distribution expense | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 11,965 | $ 0 | $ 11,965 | $ 0 |
STOCKHOLDERS' EQUITY - Schedu_2
STOCKHOLDERS' EQUITY - Schedule Of Noncontrolling Interest (Details) - Crimson Midstream Holdings, LLC | Jun. 30, 2022 shares |
Class A-1 Units | |
Noncontrolling Interest [Line Items] | |
Economic ownership interests in Crimson Midstream Holdings, LLC (in shares) | 0 |
Class A-2 Units | |
Noncontrolling Interest [Line Items] | |
Economic ownership interests in Crimson Midstream Holdings, LLC (in shares) | 0 |
Class A-3 Units | |
Noncontrolling Interest [Line Items] | |
Economic ownership interests in Crimson Midstream Holdings, LLC (in shares) | 0 |
Class B-1 Units | |
Noncontrolling Interest [Line Items] | |
Ownership interests in Crimson Midstream Holdings, LLC (in shares) | 10,000 |
Class C-1 Units | |
Noncontrolling Interest [Line Items] | |
Ownership interests in Crimson Midstream Holdings, LLC (in shares) | 495,000 |
Summary of Economic Equity interests (%) | 49.38% |
Voting interests of C-1 Units (%) | 49.50% |
Grier Members | Class A-1 Units | |
Noncontrolling Interest [Line Items] | |
Economic ownership interests in Crimson Midstream Holdings, LLC (in shares) | 1,650,245 |
Grier Members | Class A-2 Units | |
Noncontrolling Interest [Line Items] | |
Economic ownership interests in Crimson Midstream Holdings, LLC (in shares) | 2,460,414 |
Grier Members | Class A-3 Units | |
Noncontrolling Interest [Line Items] | |
Economic ownership interests in Crimson Midstream Holdings, LLC (in shares) | 2,450,142 |
Grier Members | Class B-1 Units | |
Noncontrolling Interest [Line Items] | |
Ownership interests in Crimson Midstream Holdings, LLC (in shares) | 0 |
Grier Members | Class C-1 Units | |
Noncontrolling Interest [Line Items] | |
Ownership interests in Crimson Midstream Holdings, LLC (in shares) | 505,000 |
Summary of Economic Equity interests (%) | 50.62% |
Voting interests of C-1 Units (%) | 50.50% |
STOCKHOLDERS' EQUITY - Schedu_3
STOCKHOLDERS' EQUITY - Schedule of Distributions Payable (Details) - $ / shares | 3 Months Ended | 6 Months Ended | ||||
Sep. 16, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Dividends Payable [Line Items] | ||||||
Dividends declared per share (in dollars per share) | $ 0.050 | $ 0.050 | $ 0.100 | $ 0.100 | ||
Class A-1 Units | ||||||
Dividends Payable [Line Items] | ||||||
Preferred stock, liquidation preference (in dollars per share) | 25 | 25 | ||||
Annual distribution per share (in dollars per share) | 1.84 | 1.84 | ||||
Series A Cumulative Redeemable Preferred Stock | ||||||
Dividends Payable [Line Items] | ||||||
Preferred stock, liquidation preference (in dollars per share) | $ 2,500 | $ 2,500 | $ 2,500 | |||
Preferred stock interest rate | 7.375% | 7.375% | ||||
Class B Common Stock | Dividends, Period One | ||||||
Dividends Payable [Line Items] | ||||||
Dividends declared per share (in dollars per share) | $ 0.05 | |||||
Class B Common Stock | Dividends, Period Two | ||||||
Dividends Payable [Line Items] | ||||||
Dividends declared per share (in dollars per share) | $ 0.055 | |||||
Dividend multiplier | 1.25 | |||||
Class B Common Stock | Dividends, Period Three | ||||||
Dividends Payable [Line Items] | ||||||
Dividends declared per share (in dollars per share) | $ 0.06 | |||||
Dividend multiplier | 1.25 |
EARNINGS (LOSS) PER SHARE - Add
EARNINGS (LOSS) PER SHARE - Additional information (Details) - Convertible Debt - shares | Jun. 30, 2022 | Dec. 31, 2021 | Jun. 30, 2021 |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||
Common shares issued upon conversion (in shares) | 2,361,000 | ||
5.875% Convertible Notes | |||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||
Interest rate | 5.875% | 5.875% | 5.875% |
EARNINGS (LOSS) PER SHARE - Sch
EARNINGS (LOSS) PER SHARE - Schedule of Earnings Per Share (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Earnings Per Share [Abstract] | ||||||
Net income (loss) | $ 2,170,126 | $ 4,364,757 | $ 2,427,409 | $ (10,694,263) | $ 6,534,883 | $ (8,266,854) |
Less: Net income attributable to non-controlling interest | 966,671 | 2,014,870 | 3,026,965 | 3,620,178 | ||
Net income (loss) attributable to CorEnergy | 1,203,455 | 412,539 | 3,507,918 | (11,887,032) | ||
Preferred stock dividends | 2,388,130 | 2,309,672 | 4,776,260 | 4,619,344 | ||
Net loss attributable to Common Stockholders | $ (1,184,675) | $ (1,897,133) | $ (1,268,342) | $ (16,506,376) | ||
Weighted average common shares - basic (in shares) | 15,673,703 | 13,659,667 | 15,637,515 | 13,655,617 | ||
Basic loss per common share (in dollars per share) | $ (0.08) | $ (0.14) | $ (0.08) | $ (1.21) | ||
Net loss attributable to Common Stockholders | $ (1,184,675) | $ (1,897,133) | $ (1,268,342) | $ (16,506,376) | ||
Weighted average common shares - diluted (in shares) | 15,673,703 | 13,659,667 | 15,637,515 | 13,655,617 | ||
Diluted loss per common share (in dollars per share) | $ (0.08) | $ (0.14) | $ (0.08) | $ (1.21) |
VARIABLE INTEREST ENTITY (Detai
VARIABLE INTEREST ENTITY (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Feb. 01, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Variable Interest Entity [Line Items] | |||||
Distributions | $ 2.4 | $ 0 | $ 5.4 | $ 6.7 | |
Variable Interest Entity, Primary Beneficiary | |||||
Variable Interest Entity [Line Items] | |||||
Percentage of voting interest held | 49.50% | ||||
Variable Interest Entity, Primary Beneficiary | Grier Members | |||||
Variable Interest Entity [Line Items] | |||||
Percentage of voting interest held | 50.50% | 50.62% |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||||||
Feb. 04, 2022 | Feb. 04, 2021 | Feb. 01, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | ||||||||
Due from affiliated companies | $ 231,105 | $ 231,105 | $ 676,825 | |||||
Due to affiliated companies | 343,105 | 343,105 | 648,316 | |||||
Crescent Louisiana Midstream, LLC | Crescent Midstream, LLC | ||||||||
Related Party Transaction [Line Items] | ||||||||
Controlling economic interest | 70% | |||||||
Variable Interest Entity, Primary Beneficiary | ||||||||
Related Party Transaction [Line Items] | ||||||||
Percentage of voting interest held | 49.50% | |||||||
Due from affiliated companies | 231,105 | 231,105 | 676,825 | |||||
Due to affiliated companies | 343,105 | $ 343,105 | $ 648,316 | |||||
Variable Interest Entity, Primary Beneficiary | Grier Members | ||||||||
Related Party Transaction [Line Items] | ||||||||
Percentage of voting interest held | 50.50% | 50.62% | ||||||
Accounting And Consulting Services | Crescent Midstream, LLC | Crescent Midstream Holdings | ||||||||
Related Party Transaction [Line Items] | ||||||||
Expenses from transaction | $ 343,000 | |||||||
Transition Services Agreement | Crescent Midstream, LLC | Crescent Midstream Holdings | ||||||||
Related Party Transaction [Line Items] | ||||||||
Percentage allocation | 50% | |||||||
Transition Services Agreement | Crimson Midstream Holdings, LLC | Crescent Midstream Holdings | ||||||||
Related Party Transaction [Line Items] | ||||||||
Amount billed | $ 201,000 | $ 2,100,000 | $ 684,000 | $ 3,200,000 | ||||
Fixed fee | $ 156,000 | |||||||
Transition Services Agreement | Crescent Louisiana Midstream, LLC | Crescent Midstream Holdings | ||||||||
Related Party Transaction [Line Items] | ||||||||
Percentage allocation | 50% | |||||||
Transition Services Agreement | Crescent Midstream Operating | Crescent Midstream Holdings | ||||||||
Related Party Transaction [Line Items] | ||||||||
Fixed fee | $ 44,000 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - $ / shares | 3 Months Ended | 6 Months Ended | ||||
Aug. 04, 2022 | Sep. 16, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Subsequent Event [Line Items] | ||||||
Dividends declared per share (in dollars per share) | $ 0.050 | $ 0.050 | $ 0.100 | $ 0.100 | ||
Series A Cumulative Redeemable Preferred Stock | ||||||
Subsequent Event [Line Items] | ||||||
Preferred stock interest rate | 7.375% | 7.375% | ||||
Subsequent Event | ||||||
Subsequent Event [Line Items] | ||||||
Dividends declared per share (in dollars per share) | $ 0.05 | |||||
Subsequent Event | Series A Cumulative Redeemable Preferred Stock | ||||||
Subsequent Event [Line Items] | ||||||
Preferred stock interest rate | 7.375% | |||||
Subsequent Event | Depositary Shares | Series A Cumulative Redeemable Preferred Stock | ||||||
Subsequent Event [Line Items] | ||||||
Depositary stock, dividends declared per share (in dollars per share) | $ 0.4609375 |