COVER PAGE
COVER PAGE - shares | 3 Months Ended | |
Mar. 31, 2023 | May 05, 2023 | |
Entity Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2023 | |
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 | 2023 | |
Document Fiscal Period Focus | Q1 | |
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 $0.001 per share | |
Trading Symbol | CORR | |
Security Exchange Name | NYSE | |
Entity Common Stock, Shares Outstanding (in shares) | 15,350,883 | |
7.375% Series A Cumulative Redeemable Preferred Stock | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | 7.375% Series A Cumulative Redeemable Preferred Stock | |
Trading Symbol | CORRPrA | |
Security Exchange Name | NYSE | |
Class B Common Stock | ||
Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding (in shares) | 683,761 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Assets | ||
Property and equipment, net of accumulated depreciation of $26,828,668 and $52,908,191, respectively (Crimson VIE*: $339,362,408, and $340,205,058, respectively) | $ 339,386,557 | $ 440,148,967 |
Leased property, net of accumulated depreciation of $— and $299,463, respectively | 0 | 1,226,565 |
Financing notes and related accrued interest receivable, net of reserve of $50,000 and $600,000, respectively | 760,002 | 858,079 |
Cash and cash equivalents (Crimson VIE: $1,357,594 and $1,874,319, respectively) | 8,500,377 | 17,830,482 |
Accounts and other receivables (Crimson VIE: $8,378,442 and $10,343,769, respectively) | 8,381,158 | 14,164,525 |
Due from affiliated companies (Crimson VIE: $85,259 and $167,743, respectively) | 85,259 | 167,743 |
Deferred costs, net of accumulated amortization of $827,763 and $726,619, respectively | 385,779 | 415,727 |
Inventory (Crimson VIE: $8,734,990 and $5,804,776, respectively) | 8,734,990 | 5,950,051 |
Prepaid expenses and other assets (Crimson VIE: $2,817,082 and $3,414,372, respectively) | 6,303,301 | 9,478,146 |
Operating right-of-use assets (Crimson VIE: $4,147,085 and $4,452,210, respectively) | 4,281,136 | 4,722,361 |
Deferred tax asset, net (Crimson VIE:$119,960 and $—, respectively) | 119,960 | 0 |
Assets held for sale | 107,716,203 | 0 |
Total Assets | 484,654,722 | 494,962,646 |
Liabilities and Equity | ||
Secured credit facilities, net of deferred financing costs of $513,123 and $665,547, respectively | 101,486,877 | 100,334,453 |
Unsecured convertible senior notes, net of discount and debt issuance costs of $1,562,045 and $1,726,470, respectively | 116,487,955 | 116,323,530 |
Accounts payable and other accrued liabilities (Crimson VIE: $12,448,678 and $16,889,980, respectively) | 17,125,948 | 26,316,216 |
Income tax payable (Crimson VIE: $85,437 and $85,437, respectively) | 184,641 | 174,849 |
Due to affiliated companies (Crimson VIE: $175,025 and $209,750, respectively) | 175,025 | 209,750 |
Operating lease liability (Crimson VIE: $3,830,463 and $4,454,196, respectively) | 3,964,513 | 4,696,410 |
Deferred tax liability, net | 0 | 1,292,300 |
Unearned revenue (Crimson VIE: $689,085 and $203,725, respectively) | 689,085 | 5,948,621 |
Liabilities held for sale | 8,192,552 | 0 |
Total Liabilities | 248,306,596 | 255,296,129 |
Commitments and Contingencies (Note 9) | ||
Equity | ||
Additional paid-in capital | 326,948,418 | 327,016,573 |
Retained deficit | (337,844,642) | (333,785,097) |
Total CorEnergy Equity | 118,645,486 | 122,773,089 |
Non-controlling interest | 117,702,640 | 116,893,428 |
Total Equity | 236,348,126 | 239,666,517 |
Total Liabilities and Equity | 484,654,722 | 494,962,646 |
Series A Cumulative Redeemable Preferred Stock | ||
Equity | ||
Series A Cumulative Redeemable Preferred Stock 7.375%, $131,913,805 liquidation preference at March 31, 2023 and $129,525,675 liquidation preference at December 31, 2022 ($2,500 per share, $0.001 par value); 69,367,000 authorized; 51,810 issued and outstanding at March 31, 2023 and December 31, 2022 | 129,525,675 | 129,525,675 |
Non-Convertible Common Stock | ||
Equity | ||
Common stock | 15,351 | 15,254 |
Class B Common Stock | ||
Equity | ||
Common stock | $ 684 | $ 684 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Accumulated depreciation, property and equipment | $ 26,828,668 | $ 52,908,191 |
Property, plant, and equipment, after accumulated depreciation | 339,386,557 | 440,148,967 |
Accumulated depreciation, leased property | 0 | 299,463 |
Reserve for financing notes | 50,000 | 600,000 |
Cash and cash equivalents | 8,500,377 | 17,830,482 |
Accounts and other receivables | 8,381,158 | 14,164,525 |
Due from affiliated companies | 85,259 | 167,743 |
Accumulated amortization, deferred costs | 827,763 | 726,619 |
Inventory | 8,734,990 | 5,950,051 |
Prepaid expenses and other assets | 6,303,301 | 9,478,146 |
Operating right-of-use assets | 4,281,136 | 4,722,361 |
Deferred tax assets, net | 119,960 | 0 |
Debt issuance costs, net | 513,123 | 665,547 |
Accounts payable and other accrued liabilities | 17,125,948 | 26,316,216 |
Income tax payable | 184,641 | 174,849 |
Due to affiliated companies | 175,025 | 209,750 |
Operating lease liabilities | 3,964,513 | 4,696,410 |
Unearned revenue | $ 689,085 | $ 5,948,621 |
Series A Cumulative Redeemable Preferred Stock | ||
Preferred stock interest rate | 7.375% | 7.375% |
Preferred stock, liquidation preference | $ 131,913,805 | $ 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) | 69,367,000 | 69,367,000 |
Preferred stock, shares issued (in shares) | 51,810 | 51,810 |
Preferred stock, shares outstanding (in shares) | 51,810 | 51,810 |
Capital stock non-convertible, par value (in dollars per share) | $ 0.001 | |
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 |
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) | 15,350,883 | 15,253,958 |
Capital stock non-convertible, shares outstanding (in shares) | 15,350,883 | 15,253,958 |
Capital stock non-convertible, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Convertible Debt | ||
Unsecured convertible senior notes, unamortized discount and debt issuance costs | $ 1,562,045 | $ 1,726,470 |
Variable Interest Entity, Primary Beneficiary | ||
Property, plant, and equipment, after accumulated depreciation | 339,362,408 | 340,205,058 |
Cash and cash equivalents | 1,357,594 | 1,874,319 |
Accounts and other receivables | 8,378,442 | 10,343,769 |
Due from affiliated companies | 85,259 | 167,743 |
Inventory | 8,734,990 | 5,804,776 |
Prepaid expenses and other assets | 2,817,082 | 3,414,372 |
Operating right-of-use assets | 4,147,085 | 4,452,210 |
Deferred tax assets, net | 119,960 | 0 |
Accounts payable and other accrued liabilities | 12,448,678 | 16,889,980 |
Income tax payable | 85,437 | 85,437 |
Due to affiliated companies | 175,025 | 209,750 |
Operating lease liabilities | 3,830,463 | 4,454,196 |
Unearned revenue | 689,085 | 203,725 |
Property, Plant and Equipment, Other Types | ||
Accumulated depreciation, property and equipment | $ 26,828,668 | $ 52,908,191 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Revenue | ||
Total Revenue | $ 29,342,172 | $ 32,872,351 |
Expenses | ||
General and administrative | 6,771,582 | 5,142,865 |
Depreciation and amortization | 4,031,627 | 3,976,667 |
Total Expenses | 28,284,272 | 25,258,024 |
Operating Income | 1,057,900 | 7,614,327 |
Other Income (expense) | ||
Other income | 141,813 | 120,542 |
Interest expense | (4,404,565) | (3,146,855) |
Total Other Expense | (4,262,752) | (3,026,313) |
Income (Loss) before income taxes | (3,204,852) | 4,588,014 |
Taxes | ||
Current tax expense | 7,076 | 151,044 |
Deferred tax expense (benefit) | (11,595) | 72,213 |
Income tax expense (benefit), net | (4,519) | 223,257 |
Net Income (Loss) | (3,200,333) | 4,364,757 |
Less: Net income attributable to non-controlling interest | 809,212 | 809,212 |
Net Income (Loss) attributable to CorEnergy Infrastructure Trust, Inc. | (4,009,545) | 3,555,545 |
Preferred dividend requirements | 2,388,130 | 2,388,130 |
Net Income (Loss) attributable to Common Stockholders | $ (6,397,675) | $ 1,167,415 |
Net Income (Loss) Per Common Share: | ||
Dividends declared per share (in dollars per share) | $ 0 | $ 0.050 |
Capital Stock | ||
Taxes | ||
Net Income (Loss) attributable to Common Stockholders | $ (6,123,517) | $ 1,148,886 |
Weighted Average Shares of Common Stock Outstanding: | ||
Weighted average shares outstanding - basic (in shares) | 15,272,267 | 14,917,165 |
Weighted average common shares - diluted (in shares) | 15,737,224 | 15,382,122 |
Net Income (Loss) Per Common Share: | ||
Basic net income (loss) per share (in dollars per share) | $ (0.40) | $ 0.08 |
Diluted net income (loss) per share (in dollars per share) | $ (0.41) | $ 0.08 |
Common Stock | Class B Common Stock | ||
Taxes | ||
Net Income (Loss) attributable to Common Stockholders | $ (274,158) | $ 18,529 |
Weighted Average Shares of Common Stock Outstanding: | ||
Weighted average shares outstanding - basic (in shares) | 683,761 | 683,761 |
Weighted average common shares - diluted (in shares) | 683,761 | 683,761 |
Net Income (Loss) Per Common Share: | ||
Basic net income (loss) per share (in dollars per share) | $ (0.40) | $ 0.03 |
Diluted net income (loss) per share (in dollars per share) | $ (0.40) | $ 0.03 |
Transportation and distribution | ||
Revenue | ||
Revenue from contracts with customers | $ 29,343,386 | $ 29,761,354 |
Expenses | ||
Cost of revenue | 17,481,063 | 13,945,843 |
Pipeline loss allowance subsequent sales | ||
Revenue | ||
Revenue from contracts with customers | 0 | 2,731,763 |
Expenses | ||
Cost of revenue | 0 | 2,192,649 |
Lease and other revenue | ||
Revenue | ||
Revenue from contracts with customers | $ (1,214) | $ 379,234 |
CONSOLIDATED STATEMENTS OF EQUI
CONSOLIDATED STATEMENTS OF EQUITY - USD ($) | Total | Cumulative Effect, Period of Adoption, Adjustment | Class B Common Stock | Common Stock | Common Stock Class B Common Stock | Preferred Stock | Additional Paid-in Capital | Retained Deficit | Retained Deficit Cumulative Effect, Period of Adoption, Adjustment | Non-controlling Interest |
Beginning balance (in shares) at Dec. 31, 2021 | 14,893,184 | 683,761 | ||||||||
Beginning balance at Dec. 31, 2021 | $ 263,631,523 | $ 14,893 | $ 684 | $ 129,525,675 | $ 338,302,735 | $ (321,028,580) | $ 116,816,116 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Net loss | 4,364,757 | 3,555,545 | 809,212 | |||||||
Series A preferred stock dividends | (2,388,130) | (2,388,130) | ||||||||
Common stock dividends | (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 dividends on Class A-1 units | (809,212) | (809,212) | ||||||||
Ending balance (in shares) at Mar. 31, 2022 | 14,960,628 | 683,761 | ||||||||
Ending balance at Mar. 31, 2022 | $ 264,261,332 | $ 14,960 | $ 684 | 129,525,675 | 335,376,932 | (317,473,035) | 116,816,116 | |||
Accounting Standards Update [Extensible Enumeration] | Accounting Standards Update 2016-13 | |||||||||
Beginning balance (in shares) at Dec. 31, 2021 | 14,893,184 | 683,761 | ||||||||
Beginning balance at Dec. 31, 2021 | $ 263,631,523 | $ 14,893 | $ 684 | 129,525,675 | 338,302,735 | (321,028,580) | 116,816,116 | |||
Ending balance (in shares) at Dec. 31, 2022 | 683,761 | 15,253,958 | 683,761 | |||||||
Ending balance at Dec. 31, 2022 | 239,666,517 | $ (50,000) | $ 15,254 | $ 684 | 129,525,675 | 327,016,573 | (333,785,097) | $ (50,000) | 116,893,428 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Net loss | (3,200,333) | (4,009,545) | 809,212 | |||||||
Restricted Stock, Shares Issued Net of Shares for Tax Withholdings (in shares) | 96,925 | |||||||||
Shares issued on RSU vesting, net of shares withheld for taxes | (57,684) | $ 97 | (57,781) | |||||||
Crimson dividends on Class A-1 units | (809,000) | |||||||||
Stock-based compensation, net of forfeitures | (10,374) | (10,374) | ||||||||
Ending balance (in shares) at Mar. 31, 2023 | 683,761 | 15,350,883 | 683,761 | |||||||
Ending balance at Mar. 31, 2023 | $ 236,348,126 | $ 15,351 | $ 684 | $ 129,525,675 | $ 326,948,418 | $ (337,844,642) | $ 117,702,640 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Operating Activities | ||
Net income (loss) | $ (3,200,333) | $ 4,364,757 |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||
Deferred income tax, net | (11,595) | 72,213 |
Depreciation and amortization | 4,031,627 | 3,976,667 |
Amortization of debt issuance costs | 417,993 | 412,260 |
Gain on sale of equipment | (1,074) | 0 |
Stock-based compensation | (10,374) | 0 |
Changes in assets and liabilities: | ||
Accounts and other receivables | 2,488,218 | 1,020,985 |
Inventory | (2,930,215) | (14,712) |
Prepaid expenses and other assets | 2,275,824 | 1,255,475 |
Due from affiliated companies, net | 47,759 | 282,032 |
Accounts payable and other accrued liabilities | (6,414,000) | (4,274,956) |
Income tax payable | 9,792 | 141,226 |
Unearned revenue | 513,243 | 46,019 |
Other changes, net | (324,496) | (312,060) |
Net cash provided by (used in) operating activities | (3,107,631) | 6,969,906 |
Investing Activities | ||
Purchases of property and equipment | (4,102,119) | (1,191,364) |
Proceeds from reimbursable projects | 742,537 | 1,478,042 |
Other changes, net | (130,439) | 42,666 |
Net cash provided by (used in) investing activities | (3,490,021) | 329,344 |
Financing Activities | ||
Dividends paid on Series A preferred stock | 0 | (2,388,130) |
Dividends paid on Common Stock | 0 | (744,659) |
Reinvestment of Dividends Paid to Common Stockholders | 0 | 207,053 |
Distributions to non-controlling interest | 0 | (809,212) |
Advances on the Crimson Revolver | 4,000,000 | 2,000,000 |
Payments on the Crimson Revolver | (1,000,000) | (3,000,000) |
Principal payments on the Crimson Term Loan | (2,000,000) | (2,000,000) |
Dividends paid on Vested RSUs | (6,332) | 0 |
Payments on financing arrangement | (881,499) | (862,754) |
Net cash provided by (used in) financing activities | 112,169 | (7,597,702) |
Net change in Cash and Cash Equivalents | (6,485,483) | (298,452) |
Cash and Cash Equivalents at beginning of period | 17,830,482 | 11,540,576 |
Cash and Cash Equivalents at end of period | 11,344,999 | 11,242,124 |
Supplemental Disclosure of Cash Flow Information | ||
Interest paid | 5,467,817 | 4,500,333 |
Income taxes paid (net of refunds) | 0 | (716) |
Non-Cash Investing Activities | ||
Purchases of property, plant and equipment in accounts payable and other accrued liabilities | 1,174,225 | 1,178,271 |
Non-Cash Financing Activities | ||
Change in accounts payable and accrued expenses related to debt financing costs | 71,196 | 0 |
Assets acquired under financing arrangement | $ 0 | $ 647,130 |
INTRODUCTION AND BASIS OF PRESE
INTRODUCTION AND BASIS OF PRESENTATION | 3 Months Ended |
Mar. 31, 2023 | |
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 stock, par value $0.001 per share ("Common Stock"), is listed on the New York Stock Exchange ("NYSE") under the symbol "CORR" and its depositary shares representing the Company's 7.375% Series A Cumulative Redeemable Preferred Stock, par value $0.001 per share ("Series A Preferred Stock"), are listed on the NYSE under the symbol "CORR PrA". The Company's Class B Common Stock, par value $0.001 per share ("Class B Common Stock"), is not listed on an exchange. 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 systems, 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 real estate investment trust ("REIT") structure, including the opportunity to both own and 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 the Company are located at 1100 Walnut, Suite 3350, Kansas City, Missouri 64106. Basis of Presentation and Consolidation The accompanying unaudited 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 unaudited 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 unaudited 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 reporting period amounts have been recast to conform with the current period presentation. In preparing the unaudited consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the balance sheet and revenues and expenses for the period. Actual results could differ significantly from those estimates. Operating results for the three months ended March 31, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023 or any other interim or annual period. Amounts as of December 31, 2022 have been derived from the audited consolidated financial statements as of that date and should be read in conjunction with the audited consolidated financial statements and the notes thereto included in CorEnergy's Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on March 29, 2023. Subsidiaries of the Company and Crimson Midstream Holdings, LLC, a VIE of the Company ("Crimson"), are parties to, and co-borrowers under, that certain Amended and Restated Credit Agreement, dated as February 4, 2021, which provides for borrowing capacity of up to $155.0 million (the "Crimson Credit Facility"). The Crimson Credit Facility is scheduled to mature on May 3, 2024, which is within twelve months of the date of issuance of these financial statements for the period ended March 31, 2023. As previously announced via press release, the Company’s management is in the process of pursuing a sale of the MoGas and Omega pipeline assets, which is currently expected to close during the third quarter of 2023. The Company is required to use the proceeds from such sale to repay the Crimson Credit Facility. If the Company is unable to extend the During March 2023, the Company determined that the MoGas and Omega pipeline assets have met the criteria of "held for sale" accounting, as specified by FASB's Accounting Standard Codification ("ASC") 360, " Property, Plant and Equipment |
RECENT ACCOUNTING PRONOUNCEMENT
RECENT ACCOUNTING PRONOUNCEMENTS | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Standards Update and Change in Accounting Principle [Abstract] | |
RECENT ACCOUNTING PRONOUNCEMENTS | RECENT ACCOUNTING PRONOUNCEMENTS In June of 2016, the FASB issued Accounting Standards Update ("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 model ("CECL model"), applies to financial assets subject to credit losses and measured at amortized cost, as well as certain off-balance sheet credit exposures. Consistent with the guidance for smaller reporting companies, the Company has adopted this standard as of January 1, 2023. Trade receivables - Accounts receivable from the transportation and distribution of crude oil and natural gas are generally settled with counterparties within 60 days of the service month. The Company has a high historical rate of collectibility of greater than 99% of total revenue, and as such, has adopted an impairment model based on an evaluation of its aging schedule. As of March 31, 2023 the Company's calculated allowance for doubtful accounts was immaterial. Financing note receivable - Refer to Note 6 ("Financing Notes Receivable") for further discussion. |
HELD FOR SALE
HELD FOR SALE | 3 Months Ended |
Mar. 31, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
HELD FOR SALE | HELD FOR SALE MoGas Pipeline and Omega Pipeline Systems As of March 31, 2023, the Company's MoGas and Omega pipeline systems were classified as assets and liabilities held for sale. The Company is disposing of these assets to address upcoming debt maturities on the Crimson Credit Facility and to reduce outstanding debt associated with the Company's 5.875% Unsecured Convertible Senior Notes due 2025 (the "5.875% Convertible Notes"). It is the Company's expectation that the sale of these assets will be completed by the third quarter of 2023. The carrying value of the assets classified as held for sale was $107.7 million as of March 31, 2023. The carrying value of the liabilities held for sale was $8.2 million as of March 31, 2023. During the three months ended March 31, 2023 and 2022, pre-tax profit from the MoGas and Omega pipeline systems was $634 thousand and $2.3 million, respectively. The Company is contractually obligated to use the proceeds from the anticipated sale to repay the Crimson Credit Facility. As such, the aforementioned pre-tax profit includes allocated interest related to the Crimson Credit Facility of $2.5 million and $1.2 million for the three months ended March 31, 2023 and 2022, respectively. MoGas and Omega Pipeline Systems Held for Sale Balance Sheets March 31, 2023 Assets (Unaudited) Property and equipment, net of accumulated depreciation of $30,077,502 $ 99,136,234 Leased property, net of accumulated depreciation of $309,778 1,216,249 Cash and cash equivalents 2,844,622 Accounts and other receivables 3,228,980 Inventory 145,275 Prepaid expenses and other assets 1,059,643 Operating right-of-use assets 85,200 Total Assets $ 107,716,203 Liabilities Accounts payable and other accrued liabilities 967,732 Operating lease liability 51,376 Deferred tax liability, net (1) 1,400,665 Unearned revenue 5,772,779 Total Liabilities $ 8,192,552 (1) The deferred tax liability is recorded within certain parent entities that are not part of the disposal group, however, as the liability was generated from the operations of the disposal group, the Company has included it within liabilities held for sale on the Consolidated Balance Sheet. |
TRANSPORTATION AND DISTRIBUTION
TRANSPORTATION AND DISTRIBUTION REVENUE | 3 Months Ended |
Mar. 31, 2023 | |
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 Federal Energy Regulatory Commission ("FERC") regulated rates or negotiated rates in the case of transportation agreements and (iii) contracted amounts (with annual Consumer Price Index 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. 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, "Revenue from Contracts with Customers" ("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 ASC 842, "Leases," while the margin is recognized in accordance with the ASC 606 revenue standard as discussed above. The table below summarizes the Company's contract liability balance related to its transportation and distribution revenue contracts: Contract Liability (1) March 31, 2023 December 31, 2022 Beginning Balance January 1 $ 5,927,873 $ 5,339,364 Unrecognized Performance Obligations 687,319 1,175,824 Recognized Performance Obligations (174,077) (587,315) Ending Balance $ 6,441,115 $ 5,927,873 (1) As of March 31, 2023, the contract liability balance is included in unearned revenue (Crimson portion) and liabilities held for sale (MoGas and Omega portion) in the Consolidated Balance Sheets. As of December 31, the contract liability balance was included in unearned revenue in the Consolidated Balance Sheets. The Company's contract asset balances were immaterial as of both March 31, 2023 and December 31, 2022. 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 March 31, 2023, the remaining unamortized deferred contract costs balance was approximately $732 thousand. The contract asset and deferred contract costs balances are included in assets held for sale and prepaid expenses and other assets in the Consolidated Balance Sheets as of March 31, 2023 and December 31, 2022, respectively. The following is a breakout of the Company's transportation and distribution revenue for the three months ended March 31, 2023 and 2022: For the Three Months Ended March 31, 2023 March 31, 2022 Crude oil transportation revenue $ 23,970,861 81.7 % $ 24,129,364 81.1 % Natural gas transportation revenue 3,752,600 12.8 % 4,061,276 13.6 % Natural gas distribution revenue 1,238,528 4.2 % 1,197,904 4.0 % Other 381,397 1.3 % 372,810 1.3 % Total $ 29,343,386 100.0 % $ 29,761,354 100.0 % |
LEASES
LEASES | 3 Months Ended |
Mar. 31, 2023 | |
Leases [Abstract] | |
LEASES | LEASES The Company and its subsidiaries currently lease land, corporate office space, single-use office space, and equipment. During 2022, Crimson entered into a new corporate office lease that will commence upon possession of the property, which is anticipated during the second quarter of 2023. No lease payments are due for the first year. No right-of-use asset or operating lease liability has been recorded as of March 31, 2023 because the lease has not yet commenced. The Company's leases are classified as operating leases and presented as operating right-of-use asset (assets held for sale for MoGas and Omega) and operating lease liability (liabilities held for sale for MoGas and Omega) on the Consolidated Balance Sheets as of March 31, 2023. The Company's leases are presented as operating right-of-use asset and operating lease liability on the Consolidated Balance Sheets as of December 31, 2022. No right-of-use assets were added to the Company's Consolidated Balance Sheet for the periods ended March 31, 2023 and March 31, 2022. 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 months ended March 31, 2023 and 2022: For the Three Months Ended March 31, 2023 March 31, 2022 Lease cost: Operating lease cost $ 446,601 $ 446,601 Other Information: Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 765,210 $ 758,849 Variable lease costs were immaterial for the three months ended March 31, 2023 and 2022. The following table reflects the weighted average lease term and discount rate for leases in which the Company is a lessee: March 31, 2023 December 31, 2022 Weighted average remaining lease term - operating leases (in years) 11.5 11.0 Weighted average discount rate - operating leases 7.58 % 7.45 % |
LEASES | LEASES The Company and its subsidiaries currently lease land, corporate office space, single-use office space, and equipment. During 2022, Crimson entered into a new corporate office lease that will commence upon possession of the property, which is anticipated during the second quarter of 2023. No lease payments are due for the first year. No right-of-use asset or operating lease liability has been recorded as of March 31, 2023 because the lease has not yet commenced. The Company's leases are classified as operating leases and presented as operating right-of-use asset (assets held for sale for MoGas and Omega) and operating lease liability (liabilities held for sale for MoGas and Omega) on the Consolidated Balance Sheets as of March 31, 2023. The Company's leases are presented as operating right-of-use asset and operating lease liability on the Consolidated Balance Sheets as of December 31, 2022. No right-of-use assets were added to the Company's Consolidated Balance Sheet for the periods ended March 31, 2023 and March 31, 2022. 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 months ended March 31, 2023 and 2022: For the Three Months Ended March 31, 2023 March 31, 2022 Lease cost: Operating lease cost $ 446,601 $ 446,601 Other Information: Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 765,210 $ 758,849 Variable lease costs were immaterial for the three months ended March 31, 2023 and 2022. The following table reflects the weighted average lease term and discount rate for leases in which the Company is a lessee: March 31, 2023 December 31, 2022 Weighted average remaining lease term - operating leases (in years) 11.5 11.0 Weighted average discount rate - operating leases 7.58 % 7.45 % |
FINANCING NOTES RECEIVABLE
FINANCING NOTES RECEIVABLE | 3 Months Ended |
Mar. 31, 2023 | |
Receivables [Abstract] | |
FINANCING NOTES RECEIVABLE | FINANCING NOTES RECEIVABLEOn December 12, 2018, Four Wood Corridor, LLC, a subsidiary of the Company, entered into a $1.3 million note receivable with Compass SWD, LLC related to the sale of real and personal property that provide saltwater disposal services for the oil and natural gas industry (the "Compass REIT Loan"). Subsequent to amendments to the Compass REIT Loan in 2019, 2020 and 2021, the Compass REIT Loan matures on July 31, 2026 and accrues interest at an annual rate of 12.0%, with monthly payments of $24 thousand. As of March 31, 2023 and December 31, 2022, the Compass REIT Loan balance was $760 thousand and $858 thousand, respectively, net of reserves of $50 thousand and zero, respectively. The Company uses the discounted cash flow method to estimate expected credit losses and also reviews other factors that may affect the collectability of the balance, including timeliness of required payments, past due status and discussions with obligors. As of March 31, 2023, there were no past due payments associated with the Compass REIT Loan. |
INCOME TAXES
INCOME TAXES | 3 Months Ended |
Mar. 31, 2023 | |
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 March 31, 2023 and December 31, 2022, are as follows: Deferred Tax Assets and Liabilities March 31, 2023 December 31, 2022 Deferred Tax Assets: Deferred contract revenue $ — $ 1,230,985 Net operating loss carryforwards 119,960 7,027,439 Capital loss carryforward — 92,418 Other — 338 Sub-total $ 119,960 $ 8,351,180 Valuation allowance — (5,168,148) Sub-total $ 119,960 $ 3,183,032 Deferred Tax Liabilities: Cost recovery of leased and fixed assets $ — $ (4,386,744) Other — (88,588) Sub-total $ — $ (4,475,332) Total net deferred tax asset (liability) $ 119,960 $ (1,292,300) Deferred Tax Assets and Liabilities - Held For Sale March 31, 2023 Deferred Tax Assets: Deferred contract revenue $ 1,188,929 Net operating loss carryforwards 7,061,566 Capital loss carryforward 92,418 Other 331 Sub-total $ 8,343,244 Valuation allowance (5,090,540) Sub-total $ 3,252,704 Deferred Tax Liabilities: Cost recovery of leased and fixed assets $ (4,560,353) Other (93,016) Sub-total $ (4,653,369) Total net deferred tax liability (1) $ (1,400,665) (1) The deferred tax liability is recorded within certain parent entities that are not part of the disposal group, however, as the liability was generated from the operations of the disposal group, the Company has included it within liabilities held for sale on the Consolidated Balance Sheet. 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 March 31, 2023, the Company had no uncertain tax positions. Tax years beginning with the year ended December 31, 2019 remain open to examination by federal and state tax authorities. As of March 31, 2023 and December 31, 2022, the TRSs had cumulative net operating loss carryforwards ("NOLs") of $29.7 million and $29.2 million, respectively. As of March 31, 2023 and December 31, 2022, NOLs of $27.2 million and $26.4 million, respectively, that were generated during the periods ended March 31, 2023, December 31, 2022, 2021, 2020, 2019, and 2018 may be carried forward indefinitely, subject to limitation. NOLs 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 NOLs 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 both March 31, 2023 and December 31, 2022. Additionally, the Company determined that certain of the federal and state NOLs would not be utilized prior to their expiration. Due to the uncertainty of realizing these deferred tax assets, a valuation allowance of $5.1 million and $5.2 million was recorded at March 31, 2023 and December 31, 2022, respectively. 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 TRSs, tax law changes, and future business acquisitions or divestitures. The TRSs’ effective tax rates were (1.2)% and 13.6% for the three months ended March 31, 2023 and 2022, respectively. The components of income tax expense (benefit) include the following for the periods presented: Components of Income Tax Expense (Benefit) For the Three Months Ended March 31, 2023 March 31, 2022 Current tax expense Federal $ 6,151 $ 105,568 State (net of federal tax expense) 925 45,476 Total current tax expense $ 7,076 $ 151,044 Deferred tax expense (benefit) Federal $ 403 $ 59,424 State (net of federal tax expense) (11,998) 12,789 Total deferred tax expense (benefit) $ (11,595) $ 72,213 Total income tax expense (benefit), net $ (4,519) $ 223,257 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 3 Months Ended |
Mar. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | PROPERTY AND EQUIPMENT Property and equipment consist of the following: Property and Equipment March 31, 2023 December 31, 2022 Land $ 24,303,454 $ 24,989,784 Crude oil pipelines 185,507,086 185,047,366 Natural gas pipeline — 105,322,987 Right-of-way agreements 65,159,200 87,206,374 Pipeline related facilities 43,288,238 42,647,865 Tanks 34,358,392 33,092,825 Vehicles, trailers and other equipment 1,811,967 2,684,993 Office equipment and computers 1,301,139 1,569,698 Construction work in progress 10,485,749 10,495,266 Gross property and equipment $ 366,215,225 $ 493,057,158 Less: accumulated depreciation (26,828,668) (52,908,191) Net property and equipment $ 339,386,557 $ 440,148,967 Depreciation expense was $4.0 million and $3.9 million for the three months ended March 31, 2023 and 2022, respectively. Held-for-sale property and equipment consist of the following: Property and Equipment March 31, 2023 Land 686,330 Natural gas pipeline 105,322,987 Right-of-way agreements 22,047,174 Vehicles, trailers and other equipment 868,686 Office equipment and computers 268,559 Construction work in process 20,000 Gross Property and equipment $ 129,213,736 Less: accumulated depreciation (30,077,502) Net property and equipment $ 99,136,234 Depreciation expense was $785 thousand for |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Crimson Legal Proceedings As a transporter of crude oil, the Company 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 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. Additionally, the Company maintains insurance coverage for environmental liabilities in amounts that management believes are appropriate and customary for the Company's business. The Company is also 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 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. Restructuring Costs During the three months ended March 31, 2023, the Company approved a restructuring plan associated with changes in management structure and the corresponding reorganization of Crimson management. Total costs incurred to date under this plan are $1.7 million, which was all recognized during the three months ended March 31, 2023. These costs are recorded in transportation and distribution and in general and administrative within the Consolidated Statement of Operations. The Company anticipates $298 thousand of additional restructuring-related costs over the remainder of 2023. As of March 31, 2023, the remaining liability related to these severance payments was $1.1 million, which is recorded in accounts payable and other accrued liabilities on the Consolidated Balance Sheet. Long Term Incentive Awards On March 15, 2023, the Company awarded $2.1 million in "Cash Units" under the Omnibus Plan (as defined below) 2023 Annual Long Term Incentive Awards. Each Cash Unit represents the right to receive $1 at a future date. The Cash Units vest over three years, with 1/3 vesting on March 15th each year. The expense related to these awards was immaterial for the three months ended March 31, 2023. 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 $148 thousand, recorded in general and administrative expense. |
FAIR VALUE
FAIR VALUE | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE | FAIR VALUEThe following section describes the valuation methodologies used by the Company for estimating fair value for financial instruments 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 carrying value of financing notes receivable approximates fair value. The Company uses the discounted cash flow method to estimate expected credit losses and also reviews other factors that may affect the collectability of the balance, including timeliness of required payments, past due status and discussions with obligors. There are no past due payments associated with the loan. 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 or net realizable value. Secured Credit Facilities — The fair value of the Company's long-term variable-rate debt under its secured credit facilities approximates carrying value. Unsecured Convertible Senior Notes — The fair value of the 5.875% 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 March 31, 2023 December 31, 2022 Carrying Amount (1) Fair Value Carrying Amount (1) Fair Value 5.875% Convertible Senior Notes Level 2 $ 116,487,955 $ 87,947,250 $ 116,323,530 $ 79,093,500 (1) The carrying value of debt balances are presented net of unamortized original issuance discount and debt issuance costs. |
DEBT
DEBT | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
DEBT | DEBT The following is a summary of the Company's debt facilities and balances as of March 31, 2023 and December 31, 2022: Total Commitment Quarterly Principal Payments (2) March 31, 2023 December 31, 2022 Maturity Amount Outstanding Interest Amount Outstanding Interest Crimson Credit Facility: Crimson Revolver $ 50,000,000 $ — 5/3/2024 $ 38,000,000 9.39 % $ 35,000,000 8.41 % Crimson Term Loan 80,000,000 2,000,000 5/3/2024 64,000,000 9.30 % 66,000,000 8.22 % Crimson Uncommitted Incremental Credit Facility 25,000,000 — 5/3/2024 — — % — — % 5.875% Convertible Senior Notes 120,000,000 — 8/15/2025 118,050,000 5.875 % 118,050,000 5.875 % Total Debt $ 220,050,000 $ 219,050,000 Less: Unamortized deferred financing costs on 5.875% Convertible Senior Notes $ 197,769 $ 218,587 Unamortized discount on 5.875% Convertible Senior Notes 1,364,276 1,507,883 Unamortized deferred financing costs on Crimson Term Loan (1) 513,123 665,547 Total Debt, net of deferred financing costs $ 217,974,832 $ 216,657,983 Debt due within one year $ 11,000,000 $ 10,000,000 (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. (2) The required quarterly principal payments will increase from $2.0 million to $3.0 million beginning with the payment due September 30, 2023. Crimson Credit Facility Contractual Payments The remaining contractual principal payments as of March 31, 2023 under the Crimson Credit Facility are as follows: Year Crimson Term Loan Crimson Revolver Total 2023 $ 8,000,000 $ — $ 8,000,000 2024 56,000,000 38,000,000 94,000,000 Total Remaining Contractual Payments $ 64,000,000 $ 38,000,000 $ 102,000,000 Deferred Financing Costs Deferred financing cost amortization expense was $254 thousand and $248 thousand during the three months ended March 31, 2023 and 2022, respectively, and is included in interest expense in the Consolidated Statements of Operations. Convertible Debt Interest Expense The following is a summary of the impact of the 5.875% Convertible Senior Notes on interest expense for the three months ended March 31, 2023 and 2022: Convertible Note Interest Expense For the Three Months Ended March 31, 2023 March 31, 2022 5.875% Convertible Notes: Interest Expense $ 1,733,859 $ 1,733,859 Discount Amortization 143,607 143,607 Deferred Debt Issuance Amortization 20,818 20,818 Total 5.875% Convertible Note Interest Expense $ 1,898,284 $ 1,898,284 Including the impact of the convertible debt discount and related deferred debt issuance costs, the effective interest rate on the 5.875% Convertible Senior Notes was approximately 6.4% for both the three months ended March 31, 2023 and 2022. Note Payable During the fourth quarter of 2022, the Company entered into a short-term financing agreement in order to fund corporate insurance needs. As of March 31, 2023 and December 31, 2022, the outstanding balance on the note payable was $2.2 million |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 3 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
STOCKHOLDERS' EQUITY | STOCKHOLDERS' EQUITY STOCK-BASED COMPENSATION On May 25, 2022, the Company's stockholders approved the CorEnergy Infrastructure Trust, Inc. Omnibus Equity Incentive Plan (the "Omnibus Plan") (3,000,000 shares of Common Stock authorized) which will allow the Company to grant equity awards to its employees, non-employee directors, and consultants in its employ or service (or the employ or service of any parent, subsidiary or affiliate). Incentive compensation programs play a pivotal role in the Company's effort to (i) attract and retain key personnel essential to its long-term growth and financial success, and (ii) align long term interests of recipients with the Company's 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 the Omnibus Plan. As of March 31, 2023, the Company had remaining availability of 2,446,080 shares of Common Stock under the plan. Restricted Stock Units The Company’s Board of Directors (the "Board") has granted awards of restricted stock units ("RSUs") to certain of the Company’s employees under the Omnibus Plan. The Company did not grant any RSUs during the three months ended March 31, 2023. 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, when and if declared, 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 RSU activity for the three months ended March 31, 2023: Restricted Stock Units Weighted Average Grant Date Outstanding at January 1, 2023 674,312 $ 2.58 Granted — — Vested (148,219) 2.58 Forfeited (209,787) 2.58 Outstanding at March 31, 2023 316,306 $ 2.58 Expected to vest as of March 31, 2023 316,306 As of March 31, 2023, the estimated remaining unrecognized compensation cost related to stock-based compensation arrangements was $1.2 million. The weighted average period over which this remaining compensation expense is expected to be recognized is 2.0 years. The following table presents the Company's stock-based compensation expense: For the Three Months Ended March 31, 2023 March 31, 2022 General and administrative expense $ 12,229 $ — Transportation and distribution expense (22,603) — Total $ (10,374) $ — DIVIDENDS On February 3, 2023, the Board suspended dividend payments on the Company's Common Stock and Series A Preferred Stock. The Series A Preferred Stock dividends are cumulative and will accrue at their stated rate during any period in which dividends are not paid. Any accrued Series A Preferred Stock dividends must be paid prior to the Company resuming common dividend payments. Based on the suspension of dividend payments to CorEnergy’s public equity holders, the Crimson Class A-1, Class A-2 and Class A-3 Units and CorEnergy’s Class B Common Stock will not receive dividends. As of March 31, 2023, the Company had $2.4 million in cumulative unpaid dividends related to its Series A Preferred Stock, which will be paid upon declaration by the Board or upon liquidation of the Company. The preferred return on the Crimson A-1 Units are pari passu to the Series A Preferred Stock dividends. As of March 31, 2023, the Company had $809 thousand in cumulative unpaid distributions related to the Crimson Class A-1 Units. NON-CONTROLLING INTEREST In February 2021, the Company completed the acquisition of a 49.50% voting interest in Crimson (the "Crimson Transaction"). John D. Grier, M. Bridget Grier and certain of their affiliated trusts (collectively, the "Grier Members") own the remaining 50.50% voting interest in Crimson. As part of the Crimson Transaction, the Company and the Grier Members entered into a Third Amended and Restated LLC Agreement of Crimson (the "Third LLC Agreement"). 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 March 31, 2023 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 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 % The Crimson Class A-1, Class A-2 and Class A-3 Units held by the Grier Members and the Crimson Class B-1 Units held by the Company represent economic interests in Crimson while the Crimson Class C-1 Units represent voting interests. Upon receipt of CPUC approval for a change of control of Crimson's CPUC-regulated assets ("CPUC Approval"), the parties will enter into a Fourth Amended and Restated LLC Agreement of Crimson (the "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 the right to exchange their entire interest in Crimson for securities of the Company as follows: • Crimson 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 Series A Preferred Stock. • Crimson Class A-2 Units will become exchangeable for up to 8,762,158 shares of the Company's non-listed Class B Common Stock. After the conversion of the Company's Class B Common Stock into Common Stock, the Class A-2 Units will be directly exchangeable for Common Stock. • Crimson Class A-3 Units will become exchangeable for up to 2,450,142 shares of the Company's non-listed Class B Common Stock. After the conversion of the Company's Class B Common Stock into Common Stock, the Class A-3 Units will be directly exchangeable for Common Stock. Class B Common Stock will eventually be converted into the Common Stock of the Company 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, Class A-2 and Class A-3 Units into corresponding Company securities (and after giving effect to the changes to the Company securities into which the Crimson Class A-1 and Class A-2 Units may be exchanged, as described above), the Grier Members only have the right to receive distributions to the extent that the Board determines dividends would be payable if they held the shares of Series A Preferred (for the Crimson Class A-1 Units), and Class B Common Stock (for the Crimson 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 Board must consider that they would be outstanding when declaring dividends on the Common Stock. Following CPUC Approval, the terms of the Fourth LLC Agreement will provide that such rights will continue until the Grier Members elect to exchange the Crimson Class A-1, Class A-2 and Class A-3 Units for the corresponding securities of the Company. The following table summarizes the distributions payable under the Crimson Class A-1, Class A-2 and Class A-3 Units as if the Grier Members held the respective underlying Company securities. The Crimson Class A-1, Class A-2 and Class 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 Class A-1 Units 7.375% Series A Cumulative Redeemable Preferred Stock (1) $ 25.46 $ 1.84 Class A-2 Units Class B Common Stock (2)(3) N/A Varies (2) Class A-3 Units Class B Common Stock (2) (3) N/A Varies (2) (1) The Series A Preferred Stock will accumulate quarterly dividends and will be paid upon declaration by the Board. The liquidation preference is made up of the $25.00 liquidation preference and the $0.46 unpaid cumulative quarterly dividend. (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) Cash Available for Distribution of the most recently completed quarter and (B) 1.25 multiplied by the Common Stock Base Dividend (as defined in footnote 2 below), divided by (ii) shares of Class B Common Stock issued and outstanding multiplied by 1.25. (3) (A) For the fiscal quarters of the Company ended June 30, 2021, September 30, 2021, December 31, 2021 and March 31, 2022, the Common Stock Base Dividend Per Share was $0.05 per share per quarter; (B) for the fiscal quarters of the Company ended June 30, 2022, September 30, 2022, December 31, 2022 and March 31, 2023, the Common Stock Base Dividend Per Share was $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 to Common Stock with respect to dividends |
EARNINGS (LOSS) PER SHARE
EARNINGS (LOSS) PER SHARE | 3 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
EARNINGS (LOSS) PER SHARE | EARNINGS (LOSS) PER SHARE Basic and diluted earnings (loss) per share data is computed using the two-class method based on the weighted average number of shares of Common Stock and Class B Common Stock outstanding during the periods. The undistributed earnings and losses are allocated between Common Stock and Class B Common Stock as if all earnings and losses had been distributed during the period. Common Stock and Class B Common Stock have equal rights to undistributed earnings and losses. The following table sets forth the computation of basic net income (loss) and diluted net income (loss) per share under the two-class method for the three months ended March 31, 2023 and 2022. For the Three Months Ended March 31, 2023 March 31, 2022 Numerator for basic and diluted earnings (loss) per Common Stock and Class B Common Stock share: Net Income (loss) $ (3,200,333) $ 4,364,757 Less: Net income attributable to non-controlling interests 809,212 809,212 Net income (loss) attributable to CorEnergy Infrastructure Trust, Inc. $ (4,009,545) $ 3,555,545 Less dividends / distributions: Preferred dividend requirements $ 2,388,130 $ 2,388,130 Common Stock dividends — 744,659 Total undistributed earnings (loss) $ (6,397,675) $ 422,756 Common Stock undistributed earnings (loss) - basic $ (6,123,517) $ 404,227 Class B Common Stock undistributed earnings (loss) - basic (274,158) 18,529 Total undistributed earnings (loss) - basic $ (6,397,675) $ 422,756 Common Stock undistributed earnings (loss) - diluted $ (6,397,675) $ 422,756 Class B Common Stock undistributed earnings (loss) - diluted (274,158) 18,529 Total undistributed earnings (loss) - diluted $ (6,671,833) $ 441,285 Common Stock dividends $ — $ 744,659 Common Stock undistributed earnings (loss) - basic (6,123,517) 404,227 Numerator for basic net earnings (loss) per Common Stock share $ (6,123,517) $ 1,148,886 Class B Common Stock dividends $ — $ — Class B Common Stock undistributed earnings (loss) - basic (274,158) 18,529 Numerator for basic net earnings (loss) per Class B Common Stock share $ (274,158) $ 18,529 Common Stock dividends $ — $ 744,659 Common Stock undistributed earnings (loss) - diluted (6,397,675) 422,756 Numerator for diluted net earnings (loss) per Common Stock share $ (6,397,675) $ 1,167,415 Class B Common Stock dividends $ — $ — Class B Common Stock undistributed earnings (loss) - diluted (274,158) 18,529 Numerator for diluted net earnings (loss) per Class B Common Stock share $ (274,158) $ 18,529 Denominator for basic net earnings (loss) per Common Stock and Class B Common Stock share: Common Stock weighted average shares outstanding - basic 15,272,267 14,917,165 Class B Common Stock weighted average shares outstanding - basic 683,761 683,761 Denominator for diluted net earnings (loss) per Common Stock and Class B Common Stock share: Common Stock weighted average shares outstanding - diluted (1)(2) 15,737,224 15,382,122 Class B Common Stock weighted average shares outstanding - diluted (3) 683,761 683,761 Basic net earnings (loss) per share: Common Stock $ (0.40) $ 0.08 Class B Common Stock (0.40) 0.03 Diluted net earnings (loss) per share: Common Stock $ (0.41) $ 0.08 Class B Common Stock (0.40) 0.03 (1) For purposes of the diluted net earnings per share computation for Common Stock, all shares of Class B Common Stock are assumed to be converted at a ratio of 1.00 Class B Common Stock share to 0.68 Common Stock share; therefore, 100.00% of undistributed earnings is allocated to Common Stock. (2) For the three months ended March 31, 2023 and 2022, 2,361,000 shares of Common Stock are excluded from the computation of diluted net earnings per share because their effect would be antidilutive. These shares are related to the 5.875% Convertible Notes. (3) For purposes of the diluted net earnings per share computation for Class B Common Stock, weighted average shares of Class B Common Stock are assumed not converted to Common Stock. |
VARIABLE INTEREST ENTITY
VARIABLE INTEREST ENTITY | 3 Months Ended |
Mar. 31, 2023 | |
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% voting interest in Crimson and the Grier Members have held the remaining 50.50% voting interest. Crimson is a VIE because 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 Mr. Grier, who was appointed to the Board and as Chief Operating Officer of the Company 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, which has disproportionately few voting rights, including Mr. Grier as a de facto agent. 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 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, among other factors, (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) that 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) that Crimson's assets represent a substantial portion of the Company's total assets; and (iv) that the Grier Members' interest in Crimson Class A-1, Class A-2 and Class A-3 Units will earn distributions if the Board declares a common or preferred dividend for Series A Preferred Stock and Class B Common Stock. Therefore, CorEnergy is the primary beneficiary and consolidates the Crimson VIE and the Grier Members' equity ownership interest (after the working capital adjustment and paid-in-kind dividends), which 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, LLC and Corridor MoGas, Inc. For the three months ended March 31, 2023 and 2022, the Company received $0.0 million and $3.0 million, respectively, i n cash distributions from Crimson, which were made in compliance with the terms of the Crimson Credit Facility. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | RELATED PARTY TRANSACTIONS As previously disclosed, Mr. Grier, a director and Chief Operating Officer of the Company, together with the Grier Members, own the Crimson Class A-1, Class A-2, and Class A-3 equity ownership interests in Crimson, which the Company has a right to acquire in the future following receipt of CPUC Approval. 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 March 31, 2023, the Company was owed $85 thousand from related parties, including CLM, CRE and Delta, which is included in "due from affiliated companies" in the Consolidated Balance Sheets. 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 Holdings will reduce a prepaid TSA (as defined below) liability on the Company's books until such time as the TSA liability is reduced to zero. As of March 31, 2023, the prepaid TSA liability related to Crescent Midstream Holdings was $175 thousand and recorded in "due to affiliated companies" in the Consolidated Balance Sheets. For the three months ended March 31, 2023 and 2022, Crimson billed TSA and Services Agreement (as defined below) related costs and benefits to related parties totaling $142 thousand, and $528 thousand, 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 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 and certain of Crimson's subsidiaries 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 (the "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% to Crescent Midstream, LLC ("Crescent Midstream"), a wholly-owned subsidiary of Crescent Midstream Holdings, and 50.0% to CLM, a 70.0%-owned subsidiary of Crescent Midstream. These TSA agreements ended on February 3, 2022 and Crimson entered into the Services Agreement (as defined below) 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 (the "Employee Sharing Agreement") 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, LLC ("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. 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. Effective February 1, 2023, Crimson Midstream Operating entered into a first amendment to the Services Agreement (the "Amended Services Agreement") to provide administrative-related services to Crescent Midstream Holdings through February 1, 2024, or upon receipt of Crescent Midstream Holdings' written notice to terminate the Amended Services Agreement prior to February 1, 2024. Under the Amended Services Agreement, Crimson and/or certain of its subsidiaries are reimbursed at a fixed fee of approximately $13 thousand per month. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2023 | |
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. In April 2023, Crimson entered into agreements to sell 81,000 barrels of PLA volumes. The average selling price was $77.76 per barrel and generated a total of $6.3 million in sales. |
INTRODUCTION AND BASIS OF PRE_2
INTRODUCTION AND BASIS OF PRESENTATION (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | The accompanying unaudited 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 unaudited 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 unaudited 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. |
Basis of Consolidation | In preparing the unaudited consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the balance sheet and revenues and expenses for the period. Actual results could differ significantly from those estimates. |
Recent Accounting Pronouncements | RECENT ACCOUNTING PRONOUNCEMENTS In June of 2016, the FASB issued Accounting Standards Update ("ASU") 2016-13 " Financial Instruments - Credit Losses |
Trade receivables | Trade receivables - Accounts receivable from the transportation and distribution of crude oil and natural gas are generally settled with counterparties within 60 days of the service month. The Company has a high historical rate of collectibility of greater than 99% of total revenue, and as such, has adopted an impairment model based on an evaluation of its aging schedule. |
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 carrying value of financing notes receivable approximates fair value. The Company uses the discounted cash flow method to estimate expected credit losses and also reviews other factors that may affect the collectability of the balance, including timeliness of required payments, past due status and discussions with obligors. There are no past due payments associated with the loan. 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 or net realizable value. Secured Credit Facilities — The fair value of the Company's long-term variable-rate debt under its secured credit facilities approximates carrying value. Unsecured Convertible Senior Notes — The fair value of the 5.875% Convertible Senior Notes is estimated using quoted market prices from either active (Level 1) or generally active (Level 2) markets. |
HELD FOR SALE (Tables)
HELD FOR SALE (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Summary of Held for Sale | Held for Sale Balance Sheets March 31, 2023 Assets (Unaudited) Property and equipment, net of accumulated depreciation of $30,077,502 $ 99,136,234 Leased property, net of accumulated depreciation of $309,778 1,216,249 Cash and cash equivalents 2,844,622 Accounts and other receivables 3,228,980 Inventory 145,275 Prepaid expenses and other assets 1,059,643 Operating right-of-use assets 85,200 Total Assets $ 107,716,203 Liabilities Accounts payable and other accrued liabilities 967,732 Operating lease liability 51,376 Deferred tax liability, net (1) 1,400,665 Unearned revenue 5,772,779 Total Liabilities $ 8,192,552 (1) The deferred tax liability is recorded within certain parent entities that are not part of the disposal group, however, as the liability was generated from the operations of the disposal group, the Company has included it within liabilities held for sale on the Consolidated Balance Sheet. |
TRANSPORTATION AND DISTRIBUTI_2
TRANSPORTATION AND DISTRIBUTION REVENUE (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Contract with Customer, Asset and Liability | The table below summarizes the Company's contract liability balance related to its transportation and distribution revenue contracts: Contract Liability (1) March 31, 2023 December 31, 2022 Beginning Balance January 1 $ 5,927,873 $ 5,339,364 Unrecognized Performance Obligations 687,319 1,175,824 Recognized Performance Obligations (174,077) (587,315) Ending Balance $ 6,441,115 $ 5,927,873 (1) As of March 31, 2023, the contract liability balance is included in unearned revenue (Crimson portion) and liabilities held for sale (MoGas and Omega portion) in the Consolidated Balance Sheets. As of December 31, the contract liability balance was included in unearned revenue in the Consolidated Balance Sheets. |
Schedule of Concentration of Risk | The following is a breakout of the Company's transportation and distribution revenue for the three months ended March 31, 2023 and 2022: For the Three Months Ended March 31, 2023 March 31, 2022 Crude oil transportation revenue $ 23,970,861 81.7 % $ 24,129,364 81.1 % Natural gas transportation revenue 3,752,600 12.8 % 4,061,276 13.6 % Natural gas distribution revenue 1,238,528 4.2 % 1,197,904 4.0 % Other 381,397 1.3 % 372,810 1.3 % Total $ 29,343,386 100.0 % $ 29,761,354 100.0 % |
LEASES (Tables)
LEASES (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Leases [Abstract] | |
Schedule of Information Regarding Operating Leases | The Company noted the following information regarding its operating leases for the three months ended March 31, 2023 and 2022: For the Three Months Ended March 31, 2023 March 31, 2022 Lease cost: Operating lease cost $ 446,601 $ 446,601 Other Information: Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 765,210 $ 758,849 The following table reflects the weighted average lease term and discount rate for leases in which the Company is a lessee: March 31, 2023 December 31, 2022 Weighted average remaining lease term - operating leases (in years) 11.5 11.0 Weighted average discount rate - operating leases 7.58 % 7.45 % |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of deferred tax assets and liabilities | Components of the Company's deferred tax assets and liabilities as of March 31, 2023 and December 31, 2022, are as follows: Deferred Tax Assets and Liabilities March 31, 2023 December 31, 2022 Deferred Tax Assets: Deferred contract revenue $ — $ 1,230,985 Net operating loss carryforwards 119,960 7,027,439 Capital loss carryforward — 92,418 Other — 338 Sub-total $ 119,960 $ 8,351,180 Valuation allowance — (5,168,148) Sub-total $ 119,960 $ 3,183,032 Deferred Tax Liabilities: Cost recovery of leased and fixed assets $ — $ (4,386,744) Other — (88,588) Sub-total $ — $ (4,475,332) Total net deferred tax asset (liability) $ 119,960 $ (1,292,300) Deferred Tax Assets and Liabilities - Held For Sale March 31, 2023 Deferred Tax Assets: Deferred contract revenue $ 1,188,929 Net operating loss carryforwards 7,061,566 Capital loss carryforward 92,418 Other 331 Sub-total $ 8,343,244 Valuation allowance (5,090,540) Sub-total $ 3,252,704 Deferred Tax Liabilities: Cost recovery of leased and fixed assets $ (4,560,353) Other (93,016) Sub-total $ (4,653,369) Total net deferred tax liability (1) $ (1,400,665) (1) The deferred tax liability is recorded within certain parent entities that are not part of the disposal group, however, as the liability was generated from the operations of the disposal group, the Company has included it within liabilities held for sale on the Consolidated Balance Sheet. |
Schedule of Components of income tax expense | The components of income tax expense (benefit) include the following for the periods presented: Components of Income Tax Expense (Benefit) For the Three Months Ended March 31, 2023 March 31, 2022 Current tax expense Federal $ 6,151 $ 105,568 State (net of federal tax expense) 925 45,476 Total current tax expense $ 7,076 $ 151,044 Deferred tax expense (benefit) Federal $ 403 $ 59,424 State (net of federal tax expense) (11,998) 12,789 Total deferred tax expense (benefit) $ (11,595) $ 72,213 Total income tax expense (benefit), net $ (4,519) $ 223,257 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consist of the following: Property and Equipment March 31, 2023 December 31, 2022 Land $ 24,303,454 $ 24,989,784 Crude oil pipelines 185,507,086 185,047,366 Natural gas pipeline — 105,322,987 Right-of-way agreements 65,159,200 87,206,374 Pipeline related facilities 43,288,238 42,647,865 Tanks 34,358,392 33,092,825 Vehicles, trailers and other equipment 1,811,967 2,684,993 Office equipment and computers 1,301,139 1,569,698 Construction work in progress 10,485,749 10,495,266 Gross property and equipment $ 366,215,225 $ 493,057,158 Less: accumulated depreciation (26,828,668) (52,908,191) Net property and equipment $ 339,386,557 $ 440,148,967 Held-for-sale property and equipment consist of the following: Property and Equipment March 31, 2023 Land 686,330 Natural gas pipeline 105,322,987 Right-of-way agreements 22,047,174 Vehicles, trailers and other equipment 868,686 Office equipment and computers 268,559 Construction work in process 20,000 Gross Property and equipment $ 129,213,736 Less: accumulated depreciation (30,077,502) Net property and equipment $ 99,136,234 |
FAIR VALUE (Tables)
FAIR VALUE (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Carrying and Fair Value Amounts | Carrying and Fair Value Amounts Level within fair value hierarchy March 31, 2023 December 31, 2022 Carrying Amount (1) Fair Value Carrying Amount (1) Fair Value 5.875% Convertible Senior Notes Level 2 $ 116,487,955 $ 87,947,250 $ 116,323,530 $ 79,093,500 (1) The carrying value of debt balances are presented net of unamortized original issuance discount and debt issuance costs. |
DEBT (Tables)
DEBT (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | The following is a summary of the Company's debt facilities and balances as of March 31, 2023 and December 31, 2022: Total Commitment Quarterly Principal Payments (2) March 31, 2023 December 31, 2022 Maturity Amount Outstanding Interest Amount Outstanding Interest Crimson Credit Facility: Crimson Revolver $ 50,000,000 $ — 5/3/2024 $ 38,000,000 9.39 % $ 35,000,000 8.41 % Crimson Term Loan 80,000,000 2,000,000 5/3/2024 64,000,000 9.30 % 66,000,000 8.22 % Crimson Uncommitted Incremental Credit Facility 25,000,000 — 5/3/2024 — — % — — % 5.875% Convertible Senior Notes 120,000,000 — 8/15/2025 118,050,000 5.875 % 118,050,000 5.875 % Total Debt $ 220,050,000 $ 219,050,000 Less: Unamortized deferred financing costs on 5.875% Convertible Senior Notes $ 197,769 $ 218,587 Unamortized discount on 5.875% Convertible Senior Notes 1,364,276 1,507,883 Unamortized deferred financing costs on Crimson Term Loan (1) 513,123 665,547 Total Debt, net of deferred financing costs $ 217,974,832 $ 216,657,983 Debt due within one year $ 11,000,000 $ 10,000,000 (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. (2) The required quarterly principal payments will increase from $2.0 million to $3.0 million beginning with the payment due September 30, 2023. |
Schedule of Contractual Payments | The remaining contractual principal payments as of March 31, 2023 under the Crimson Credit Facility are as follows: Year Crimson Term Loan Crimson Revolver Total 2023 $ 8,000,000 $ — $ 8,000,000 2024 56,000,000 38,000,000 94,000,000 Total Remaining Contractual Payments $ 64,000,000 $ 38,000,000 $ 102,000,000 |
Schedule of Convertible Note Interest Expense | The following is a summary of the impact of the 5.875% Convertible Senior Notes on interest expense for the three months ended March 31, 2023 and 2022: Convertible Note Interest Expense For the Three Months Ended March 31, 2023 March 31, 2022 5.875% Convertible Notes: Interest Expense $ 1,733,859 $ 1,733,859 Discount Amortization 143,607 143,607 Deferred Debt Issuance Amortization 20,818 20,818 Total 5.875% Convertible Note Interest Expense $ 1,898,284 $ 1,898,284 |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
Schedule of Share-Based Payment Arrangement, Restricted Stock Unit, Activity | The following table represents the RSU activity for the three months ended March 31, 2023: Restricted Stock Units Weighted Average Grant Date Outstanding at January 1, 2023 674,312 $ 2.58 Granted — — Vested (148,219) 2.58 Forfeited (209,787) 2.58 Outstanding at March 31, 2023 316,306 $ 2.58 Expected to vest as of March 31, 2023 316,306 |
Schedule of Share-Based Payment Arrangement, Expensed and Capitalized, Amount | The following table presents the Company's stock-based compensation expense: For the Three Months Ended March 31, 2023 March 31, 2022 General and administrative expense $ 12,229 $ — Transportation and distribution expense (22,603) — Total $ (10,374) $ — |
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 March 31, 2023 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 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 Crimson Class A-1, Class A-2 and Class A-3 Units as if the Grier Members held the respective underlying Company securities. The Crimson Class A-1, Class A-2 and Class 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 Class A-1 Units 7.375% Series A Cumulative Redeemable Preferred Stock (1) $ 25.46 $ 1.84 Class A-2 Units Class B Common Stock (2)(3) N/A Varies (2) Class A-3 Units Class B Common Stock (2) (3) N/A Varies (2) (1) The Series A Preferred Stock will accumulate quarterly dividends and will be paid upon declaration by the Board. The liquidation preference is made up of the $25.00 liquidation preference and the $0.46 unpaid cumulative quarterly dividend. (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) Cash Available for Distribution of the most recently completed quarter and (B) 1.25 multiplied by the Common Stock Base Dividend (as defined in footnote 2 below), divided by (ii) shares of Class B Common Stock issued and outstanding multiplied by 1.25. (3) (A) For the fiscal quarters of the Company ended June 30, 2021, September 30, 2021, December 31, 2021 and March 31, 2022, the Common Stock Base Dividend Per Share was $0.05 per share per quarter; (B) for the fiscal quarters of the Company ended June 30, 2022, September 30, 2022, December 31, 2022 and March 31, 2023, the Common Stock Base Dividend Per Share was $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 to Common Stock with respect to dividends |
EARNINGS (LOSS) PER SHARE (Tabl
EARNINGS (LOSS) PER SHARE (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Computation of Basic and Diluted Earnings (Loss) Per Share | For the Three Months Ended March 31, 2023 March 31, 2022 Numerator for basic and diluted earnings (loss) per Common Stock and Class B Common Stock share: Net Income (loss) $ (3,200,333) $ 4,364,757 Less: Net income attributable to non-controlling interests 809,212 809,212 Net income (loss) attributable to CorEnergy Infrastructure Trust, Inc. $ (4,009,545) $ 3,555,545 Less dividends / distributions: Preferred dividend requirements $ 2,388,130 $ 2,388,130 Common Stock dividends — 744,659 Total undistributed earnings (loss) $ (6,397,675) $ 422,756 Common Stock undistributed earnings (loss) - basic $ (6,123,517) $ 404,227 Class B Common Stock undistributed earnings (loss) - basic (274,158) 18,529 Total undistributed earnings (loss) - basic $ (6,397,675) $ 422,756 Common Stock undistributed earnings (loss) - diluted $ (6,397,675) $ 422,756 Class B Common Stock undistributed earnings (loss) - diluted (274,158) 18,529 Total undistributed earnings (loss) - diluted $ (6,671,833) $ 441,285 Common Stock dividends $ — $ 744,659 Common Stock undistributed earnings (loss) - basic (6,123,517) 404,227 Numerator for basic net earnings (loss) per Common Stock share $ (6,123,517) $ 1,148,886 Class B Common Stock dividends $ — $ — Class B Common Stock undistributed earnings (loss) - basic (274,158) 18,529 Numerator for basic net earnings (loss) per Class B Common Stock share $ (274,158) $ 18,529 Common Stock dividends $ — $ 744,659 Common Stock undistributed earnings (loss) - diluted (6,397,675) 422,756 Numerator for diluted net earnings (loss) per Common Stock share $ (6,397,675) $ 1,167,415 Class B Common Stock dividends $ — $ — Class B Common Stock undistributed earnings (loss) - diluted (274,158) 18,529 Numerator for diluted net earnings (loss) per Class B Common Stock share $ (274,158) $ 18,529 Denominator for basic net earnings (loss) per Common Stock and Class B Common Stock share: Common Stock weighted average shares outstanding - basic 15,272,267 14,917,165 Class B Common Stock weighted average shares outstanding - basic 683,761 683,761 Denominator for diluted net earnings (loss) per Common Stock and Class B Common Stock share: Common Stock weighted average shares outstanding - diluted (1)(2) 15,737,224 15,382,122 Class B Common Stock weighted average shares outstanding - diluted (3) 683,761 683,761 Basic net earnings (loss) per share: Common Stock $ (0.40) $ 0.08 Class B Common Stock (0.40) 0.03 Diluted net earnings (loss) per share: Common Stock $ (0.41) $ 0.08 Class B Common Stock (0.40) 0.03 (1) For purposes of the diluted net earnings per share computation for Common Stock, all shares of Class B Common Stock are assumed to be converted at a ratio of 1.00 Class B Common Stock share to 0.68 Common Stock share; therefore, 100.00% of undistributed earnings is allocated to Common Stock. (2) For the three months ended March 31, 2023 and 2022, 2,361,000 shares of Common Stock are excluded from the computation of diluted net earnings per share because their effect would be antidilutive. These shares are related to the 5.875% Convertible Notes. (3) For purposes of the diluted net earnings per share computation for Class B Common Stock, weighted average shares of Class B Common Stock are assumed not converted to Common Stock. |
INTRODUCTION AND BASIS OF PRE_3
INTRODUCTION AND BASIS OF PRESENTATION (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | Feb. 04, 2021 | |
Line of Credit | Crimson Credit Facility | |||
Schedule of Equity Method Investments [Line Items] | |||
Maximum borrowing capacity | $ 155 | ||
Common Class A | |||
Schedule of Equity Method Investments [Line Items] | |||
Common stock, par value (in dollars per share) | $ 0.001 | ||
Series A Cumulative Redeemable Preferred Stock | |||
Schedule of Equity Method Investments [Line Items] | |||
Common stock, par value (in dollars per share) | $ 0.001 | ||
Preferred stock interest rate | 7.375% | 7.375% | |
Class B Common Stock | |||
Schedule of Equity Method Investments [Line Items] | |||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
RECENT ACCOUNTING PRONOUNCEME_2
RECENT ACCOUNTING PRONOUNCEMENTS (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2023 | Jan. 01, 2023 | Dec. 31, 2022 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Settled with counterparties | 60 days | ||
Percentage of revenue collectible | 99% | ||
Retained earnings | $ (337,844,642) | $ (333,785,097) | |
Cumulative Effect, Period of Adoption, Adjustment | Accounting Standards Update 2016-13 | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Retained earnings | $ 50,000 |
HELD FOR SALE - Narrative (Deta
HELD FOR SALE - Narrative (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Assets held for sale | $ 107,716,203 | $ 0 | |
Liabilities held for sale | 8,192,552 | $ 0 | |
Discontinued Operations, Held-for-sale | MoGas Pipeline and Omega Pipeline Systems | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Assets held for sale | 107,716,203 | ||
Liabilities held for sale | 8,192,552 | ||
Pre-tax profit | 634,000 | $ 2,300,000 | |
Interest | $ 2,500,000 | $ 1,200,000 | |
5.875% Convertible Notes | Convertible Debt | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Interest Rate | 5.875% | 5.875% |
HELD FOR SALE- Balance Sheets (
HELD FOR SALE- Balance Sheets (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Assets | ||
Accumulated depreciation, property and equipment | $ 26,828,668 | $ 52,908,191 |
Total Assets | 107,716,203 | 0 |
Liabilities | ||
Total Liabilities | 8,192,552 | $ 0 |
Discontinued Operations, Held-for-sale | ||
Assets | ||
Accumulated depreciation, property and equipment | 30,077,502 | |
Discontinued Operations, Held-for-sale | MoGas Pipeline and Omega Pipeline Systems | ||
Assets | ||
Accumulated depreciation, property and equipment | 30,077,502 | |
Property and equipment, net of accumulated depreciation of $30,077,502 | 99,136,234 | |
Accumulated depreciation, leased property | 309,778 | |
Leased property, net of accumulated depreciation of $309,778 | 1,216,249 | |
Cash and cash equivalents | 2,844,622 | |
Accounts and other receivables | 3,228,980 | |
Inventory | 145,275 | |
Prepaid expenses and other assets | 1,059,643 | |
Operating right-of-use assets | 85,200 | |
Total Assets | 107,716,203 | |
Liabilities | ||
Accounts payable and other accrued liabilities | 967,732 | |
Operating lease liability | 51,376 | |
Deferred tax liability, net | 1,400,665 | |
Unearned revenue | 5,772,779 | |
Total Liabilities | $ 8,192,552 |
TRANSPORTATION AND DISTRIBUTI_3
TRANSPORTATION AND DISTRIBUTION REVENUE - Narrative (Details) $ in Thousands | Mar. 31, 2023 USD ($) |
Revenue from Contract with Customer [Abstract] | |
Capitalized contract cost | $ 732 |
TRANSPORTATION AND DISTRIBUTI_4
TRANSPORTATION AND DISTRIBUTION REVENUE - Contract Assets and Liabilities (Details) - Transportation and distribution - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Change In Contract With Customer, Liability [Roll Forward] | ||
Beginning Balance | $ 5,927,873 | $ 5,339,364 |
Unrecognized Performance Obligations | 687,319 | 1,175,824 |
Recognized Performance Obligations | (174,077) | (587,315) |
Ending Balance | $ 6,441,115 | $ 5,927,873 |
TRANSPORTATION AND DISTRIBUTI_5
TRANSPORTATION AND DISTRIBUTION REVENUE - Schedules of Concentration of Risk (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Transportation and distribution | ||
Concentration Risk [Line Items] | ||
Revenue from contracts with customers | $ 29,343,386 | $ 29,761,354 |
Crude oil transportation revenue | ||
Concentration Risk [Line Items] | ||
Revenue from contracts with customers | 23,970,861 | 24,129,364 |
Natural gas transportation revenue | ||
Concentration Risk [Line Items] | ||
Revenue from contracts with customers | 3,752,600 | 4,061,276 |
Natural gas distribution revenue | ||
Concentration Risk [Line Items] | ||
Revenue from contracts with customers | 1,238,528 | 1,197,904 |
Other | ||
Concentration Risk [Line Items] | ||
Revenue from contracts with customers | $ 381,397 | $ 372,810 |
Product and services | Revenue | Transportation and distribution | ||
Concentration Risk [Line Items] | ||
Concentration percentage | 100% | 100% |
Product and services | Revenue | Crude oil transportation revenue | ||
Concentration Risk [Line Items] | ||
Concentration percentage | 81.70% | 81.10% |
Product and services | Revenue | Natural gas transportation revenue | ||
Concentration Risk [Line Items] | ||
Concentration percentage | 12.80% | 13.60% |
Product and services | Revenue | Natural gas distribution revenue | ||
Concentration Risk [Line Items] | ||
Concentration percentage | 4.20% | 4% |
Product and services | Revenue | Other | ||
Concentration Risk [Line Items] | ||
Concentration percentage | 1.30% | 1.30% |
LEASES - Information Regarding
LEASES - Information Regarding Operating Leases (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Lease cost: | |||
Operating lease cost | $ 446,601 | $ 446,601 | |
Other Information: | |||
Operating cash flows from operating leases | $ 765,210 | $ 758,849 | |
Weighted average remaining lease term - operating leases (in years) | 11 years 6 months | 11 years | |
Weighted average discount rate - operating leases | 7.58% | 7.45% |
FINANCING NOTES RECEIVABLE (Det
FINANCING NOTES RECEIVABLE (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 12, 2018 | |
Financing Receivable, Allowance for Credit Loss [Line Items] | |||
Financing receivable, interest rate | 12% | ||
Monthly principal payments | $ 24,000 | ||
Financing receivable | 760,002 | $ 858,079 | |
Reserve for financing notes | 50,000 | 600,000 | |
Notes Receivable | |||
Financing Receivable, Allowance for Credit Loss [Line Items] | |||
Financing receivable | $ 1,300,000 | ||
Financing receivable | 760,000 | 858,000 | |
Reserve for financing notes | $ 50,000 | $ 0 |
INCOME TAXES - Deferred Tax Ass
INCOME TAXES - Deferred Tax Assets and Liabilities (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Deferred Tax Assets: | ||
Deferred contract revenue | $ 0 | $ 1,230,985 |
Net operating loss carryforwards | 119,960 | 7,027,439 |
Capital loss carryforward | 0 | 92,418 |
Other | 0 | 338 |
Sub-total | 119,960 | 8,351,180 |
Valuation allowance | 0 | (5,168,148) |
Sub-total | 119,960 | 3,183,032 |
Deferred Tax Liabilities: | ||
Cost recovery of leased and fixed assets | 0 | (4,386,744) |
Other | 0 | (88,588) |
Sub-total | 0 | (4,475,332) |
Total net deferred tax asset (liability) | 119,960 | |
Total net deferred tax asset (liability) | $ (1,292,300) | |
Discontinued Operations, Held-for-sale | ||
Deferred Tax Assets: | ||
Deferred contract revenue | 1,188,929 | |
Net operating loss carryforwards | 7,061,566 | |
Capital loss carryforward | 92,418 | |
Other | 331 | |
Sub-total | 8,343,244 | |
Valuation allowance | (5,090,540) | |
Sub-total | 3,252,704 | |
Deferred Tax Liabilities: | ||
Cost recovery of leased and fixed assets | (4,560,353) | |
Other | (93,016) | |
Sub-total | (4,653,369) | |
Total net deferred tax asset (liability) | $ (1,400,665) |
INCOME TAXES - Narrative (Detai
INCOME TAXES - Narrative (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Operating Loss Carryforwards [Line Items] | |||
Operating loss carryforwards | $ 29,700,000 | $ 29,200,000 | |
Operating loss carryforwards, not subject to expiration | 27,200,000 | 26,400,000 | |
Valuation allowance | $ 0 | 5,168,148 | |
Effective tax rate | (1.20%) | 13.60% | |
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 | $ 5,100,000 | $ 5,200,000 |
INCOME TAXES - Components of In
INCOME TAXES - Components of Income Tax Expense (Benefit) (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Current tax expense | ||
Federal | $ 6,151 | $ 105,568 |
State (net of federal tax expense) | 925 | 45,476 |
Total current tax expense | 7,076 | 151,044 |
Deferred tax expense (benefit) | ||
Federal | 403 | 59,424 |
State (net of federal tax expense) | (11,998) | 12,789 |
Total deferred tax expense (benefit) | (11,595) | 72,213 |
Total income tax expense (benefit), net | $ (4,519) | $ 223,257 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Property, Plant and Equipment [Line Items] | |||
Gross property and equipment | $ 366,215,225 | $ 493,057,158 | |
Less: accumulated depreciation | (26,828,668) | (52,908,191) | |
Net property and equipment | 339,386,557 | 440,148,967 | |
Depreciation expense | 4,000,000 | $ 3,900,000 | |
Discontinued Operations, Held-for-sale | |||
Property, Plant and Equipment [Line Items] | |||
Gross property and equipment | 129,213,736 | ||
Less: accumulated depreciation | (30,077,502) | ||
Net property and equipment | 99,136,234 | ||
Depreciation expense | 785,000 | ||
Land | |||
Property, Plant and Equipment [Line Items] | |||
Gross property and equipment | 24,303,454 | 24,989,784 | |
Land | Discontinued Operations, Held-for-sale | |||
Property, Plant and Equipment [Line Items] | |||
Gross property and equipment | 686,330 | ||
Crude oil pipelines | |||
Property, Plant and Equipment [Line Items] | |||
Gross property and equipment | 185,507,086 | 185,047,366 | |
Natural gas pipeline | |||
Property, Plant and Equipment [Line Items] | |||
Gross property and equipment | 0 | 105,322,987 | |
Natural gas pipeline | Discontinued Operations, Held-for-sale | |||
Property, Plant and Equipment [Line Items] | |||
Gross property and equipment | 105,322,987 | ||
Right-of-way agreements | |||
Property, Plant and Equipment [Line Items] | |||
Gross property and equipment | 65,159,200 | 87,206,374 | |
Right-of-way agreements | Discontinued Operations, Held-for-sale | |||
Property, Plant and Equipment [Line Items] | |||
Gross property and equipment | 22,047,174 | ||
Pipeline related facilities | |||
Property, Plant and Equipment [Line Items] | |||
Gross property and equipment | 43,288,238 | 42,647,865 | |
Tanks | |||
Property, Plant and Equipment [Line Items] | |||
Gross property and equipment | 34,358,392 | 33,092,825 | |
Vehicles, trailers and other equipment | |||
Property, Plant and Equipment [Line Items] | |||
Gross property and equipment | 1,811,967 | 2,684,993 | |
Vehicles, trailers and other equipment | Discontinued Operations, Held-for-sale | |||
Property, Plant and Equipment [Line Items] | |||
Gross property and equipment | 868,686 | ||
Office equipment and computers | |||
Property, Plant and Equipment [Line Items] | |||
Gross property and equipment | 1,301,139 | 1,569,698 | |
Office equipment and computers | Discontinued Operations, Held-for-sale | |||
Property, Plant and Equipment [Line Items] | |||
Gross property and equipment | 268,559 | ||
Construction work in progress | |||
Property, Plant and Equipment [Line Items] | |||
Gross property and equipment | 10,485,749 | $ 10,495,266 | |
Construction work in progress | Discontinued Operations, Held-for-sale | |||
Property, Plant and Equipment [Line Items] | |||
Gross property and equipment | $ 20,000 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 15, 2023 | Mar. 31, 2023 | |
Loss Contingencies [Line Items] | ||
Incurred cost | $ 1,700 | |
Expected remaining cost | 298 | |
Severance costs | $ 1,100 | |
Cash Unit | ||
Loss Contingencies [Line Items] | ||
Amount received in future (in usd per share) | $ 1 | |
Cash Unit | Tranche one | ||
Loss Contingencies [Line Items] | ||
Vesting rights percentage | 33.33% | |
Cash Unit | Tranche two | ||
Loss Contingencies [Line Items] | ||
Vesting rights percentage | 33.33% | |
Cash Unit | Tranche three | ||
Loss Contingencies [Line Items] | ||
Vesting rights percentage | 33.33% | |
Cash Unit | Omnibus Equity Incentive Plan | ||
Loss Contingencies [Line Items] | ||
Value of shares awarded | $ 2,100 | |
Vesting period | 3 years | |
California Bonds Indemnification | ||
Loss Contingencies [Line Items] | ||
Premium for bonds outstanding | $ 148 |
FAIR VALUE (Details)
FAIR VALUE (Details) - Convertible Debt - 5.875% Convertible Senior Notes - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Financial Liabilities: | ||
Interest Rate | 5.875% | 5.875% |
Carrying Amount | Level 2 | ||
Financial Liabilities: | ||
5.875% Convertible Senior Notes | $ 116,487,955 | $ 116,323,530 |
Fair Value | Level 2 | ||
Financial Liabilities: | ||
5.875% Convertible Senior Notes | $ 87,947,250 | $ 79,093,500 |
DEBT - Schedule of Debt (Detail
DEBT - Schedule of Debt (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | |
Debt Instrument [Line Items] | ||
Amount Outstanding | $ 220,050,000 | $ 219,050,000 |
Unamortized deferred financing costs on 5.875% Convertible Senior Notes | 513,123 | 665,547 |
Total Debt, net of deferred financing costs | 217,974,832 | 216,657,983 |
Debt due within one year | 11,000,000 | 10,000,000 |
Crimson Credit Facility | ||
Debt Instrument [Line Items] | ||
Unamortized deferred financing costs on Crimson Credit Facility | 513,123 | 665,547 |
Line of Credit | Crimson Credit Facility | ||
Debt Instrument [Line Items] | ||
Total Debt, net of deferred financing costs | 102,000,000 | |
Line of Credit | Crimson Credit Facility | Minimum | ||
Debt Instrument [Line Items] | ||
Quarterly payments | 2,000,000 | |
Line of Credit | Crimson Credit Facility | Maximum | ||
Debt Instrument [Line Items] | ||
Quarterly payments | 3,000,000 | |
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 | $ 38,000,000 | $ 35,000,000 |
Interest Rate | 9.39% | 8.41% |
Total Debt, net of deferred financing costs | $ 38,000,000 | |
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 | $ 64,000,000 | $ 66,000,000 |
Interest Rate | 9.30% | 8.22% |
Total Debt, net of deferred financing costs | $ 64,000,000 | |
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% 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% |
Unamortized deferred financing costs on 5.875% Convertible Senior Notes | $ 197,769 | $ 218,587 |
Unamortized discount on 5.875% Convertible Senior Notes | $ 1,364,276 | $ 1,507,883 |
DEBT - Contractual Payments (De
DEBT - Contractual Payments (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
Total Debt, net of deferred financing costs | $ 217,974,832 | $ 216,657,983 |
Line of Credit | Crimson Credit Facility | ||
Debt Instrument [Line Items] | ||
2023 | 8,000,000 | |
2024 | 94,000,000 | |
Total Debt, net of deferred financing costs | 102,000,000 | |
Line of Credit | Crimson Credit Facility | Crimson Term Loan | ||
Debt Instrument [Line Items] | ||
2023 | 8,000,000 | |
2024 | 56,000,000 | |
Total Debt, net of deferred financing costs | 64,000,000 | |
Line of Credit | Crimson Credit Facility | Crimson Revolver | ||
Debt Instrument [Line Items] | ||
2023 | 0 | |
2024 | 38,000,000 | |
Total Debt, net of deferred financing costs | $ 38,000,000 |
DEBT - Narrative (Details)
DEBT - Narrative (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Debt Instrument [Line Items] | |||
Amortization of debt issuance costs | $ 417,993 | $ 412,260 | |
Notes payable | $ 2,200,000 | $ 3,500,000 | |
Bears interest percent | 5.70% | ||
Line of Credit | |||
Debt Instrument [Line Items] | |||
Amortization of debt issuance costs | $ 254,000 | 248,000 | |
5.875% Convertible Notes | Convertible Debt | |||
Debt Instrument [Line Items] | |||
Amortization of debt issuance costs | $ 20,818 | $ 20,818 | |
Interest Rate | 5.875% | 5.875% | |
Effective interest rate in percentage | 6.40% | 6.40% |
DEBT - Convertible Note Interes
DEBT - Convertible Note Interest Expense (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Debt Instrument [Line Items] | |||
Deferred Debt Issuance Amortization | $ 417,993 | $ 412,260 | |
Convertible Debt | |||
Debt Instrument [Line Items] | |||
Total 5.875% Convertible Note Interest Expense | 1,898,284 | 1,898,284 | |
Convertible Debt | 5.875% Convertible Notes | |||
Debt Instrument [Line Items] | |||
Interest Expense | 1,733,859 | 1,733,859 | |
Discount Amortization | 143,607 | 143,607 | |
Deferred Debt Issuance Amortization | $ 20,818 | $ 20,818 | |
Interest Rate | 5.875% | 5.875% |
STOCKHOLDERS' EQUITY - Narrativ
STOCKHOLDERS' EQUITY - Narrative (Details) - USD ($) | 1 Months Ended | 3 Months Ended | ||||||
May 25, 2022 | Feb. 01, 2021 | Feb. 28, 2021 | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 | Feb. 03, 2023 | May 26, 2022 | |
Class of Stock [Line Items] | ||||||||
Remaining unrecognized stock-based compensation cost | $ 1,200,000 | |||||||
Weighted average period over which the remaining compensation expense is recognized | 2 years | |||||||
Distributions amount | $ 809,000 | $ 809,212 | ||||||
Variable Interest Entity, Primary Beneficiary | ||||||||
Class of Stock [Line Items] | ||||||||
Percentage of voting interest held | 49.50% | 49.50% | ||||||
Restricted Stock Units | ||||||||
Class of Stock [Line Items] | ||||||||
Number of shares rights to received in future (in shares) | 1 | |||||||
Vesting period | 3 years | |||||||
Settled period | 30 days | |||||||
Restricted Stock Units | Tranche one | ||||||||
Class of Stock [Line Items] | ||||||||
Vesting rights percentage | 33.33% | |||||||
Restricted Stock Units | Tranche two | ||||||||
Class of Stock [Line Items] | ||||||||
Vesting rights percentage | 33.33% | |||||||
Restricted Stock Units | Tranche three | ||||||||
Class of Stock [Line Items] | ||||||||
Vesting rights percentage | 33.33% | |||||||
Series A Preferred Stock | ||||||||
Class of Stock [Line Items] | ||||||||
Dividends payable | $ 2,400,000 | |||||||
Class A-1 Units | ||||||||
Class of Stock [Line Items] | ||||||||
Unpaid distributions | $ 809,000 | |||||||
Grier Members | Variable Interest Entity, Primary Beneficiary | ||||||||
Class of Stock [Line Items] | ||||||||
Percentage of voting interest held | 50.50% | 50.50% | ||||||
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 | |||||||
Remaining shares available for grant (in shares) | 2,446,080 | |||||||
Series A 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 | 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 |
STOCKHOLDERS' EQUITY - Schedule
STOCKHOLDERS' EQUITY - Schedule of Unvested RSUs (Details) - Restricted Stock Units | 3 Months Ended |
Mar. 31, 2023 $ / shares shares | |
Restricted Stock Units | |
Nonvested at period start (in shares) | 674,312 |
Granted (in shares) | 0 |
Vested (in shares) | (148,219) |
Forfeited (in shares) | (209,787) |
Nonvested at period end (in shares) | 316,306 |
Expected to vest (in shares) | 316,306 |
Weighted Average Grant Date Fair Value | |
Period start (in dollars per share) | $ / shares | $ 2.58 |
Granted (in dollars per share) | $ / shares | 0 |
Vested (in dollars per share) | $ / shares | 2.58 |
Forfeited (in dollars per share) | $ / shares | 2.58 |
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 | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Stock-based compensation expense | $ (10,374) | $ 0 |
General and administrative expense | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Stock-based compensation expense | 12,229 | 0 |
Transportation and distribution expense | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Stock-based compensation expense | $ (22,603) | $ 0 |
STOCKHOLDERS' EQUITY - Schedu_2
STOCKHOLDERS' EQUITY - Schedule Of Noncontrolling Interest (Details) - Crimson Midstream Holdings, LLC | Mar. 31, 2023 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 |
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 |
Voting interests of C-1 Units (%) | 50.50% |
STOCKHOLDERS' EQUITY - Schedu_3
STOCKHOLDERS' EQUITY - Schedule of Distributions Payable (Details) - $ / shares | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Dividends Payable [Line Items] | |||
Dividends declared per share | $ 0 | $ 0.050 | |
Series A Cumulative Redeemable Preferred Stock | |||
Dividends Payable [Line Items] | |||
Preferred stock interest rate | 7.375% | 7.375% | |
Preferred stock, liquidation preference per share | $ 2,500 | $ 2,500 | |
Class A-1 Units | |||
Dividends Payable [Line Items] | |||
Liquidation preference, including unpaid dividends per share | 25.46 | ||
Preferred stock, liquidation preference per share | 25 | ||
Class A-1 Units | Annual Dividend | |||
Dividends Payable [Line Items] | |||
Annual distribution per share (in dollars per share) | 1.84 | ||
Class A-1 Units | Quarterly Dividend | |||
Dividends Payable [Line Items] | |||
Annual distribution per share (in dollars per share) | $ 0.46 | ||
Class B Common Stock | Dividends, Period One | |||
Dividends Payable [Line Items] | |||
Dividend multiplier | 1.25 | ||
Dividends declared per share | $ 0.05 | ||
Class B Common Stock | Dividends, Period Two | |||
Dividends Payable [Line Items] | |||
Dividend multiplier | 1.25 | ||
Dividends declared per share | $ 0.055 | ||
Class B Common Stock | Dividends, Period Three | |||
Dividends Payable [Line Items] | |||
Dividends declared per share | $ 0.06 |
EARNINGS (LOSS) PER SHARE - Sch
EARNINGS (LOSS) PER SHARE - Schedule of Earnings Per Share (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||
Net Income (loss) | $ (3,200,333) | $ 4,364,757 | |
Less: Net income attributable to non-controlling interests | 809,212 | 809,212 | |
Net Income (Loss) attributable to CorEnergy Infrastructure Trust, Inc. | (4,009,545) | 3,555,545 | |
Preferred dividend requirements | 2,388,130 | 2,388,130 | |
Total undistributed earnings (loss) | (6,397,675) | 422,756 | |
Total undistributed earnings (loss) - diluted | (6,671,833) | 441,285 | |
Numerator for basic net earnings (loss) per share | $ (6,397,675) | $ 1,167,415 | |
Undistributed earnings percent | 100% | ||
Common Stock | |||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||
Antidilutive securities excluded from computation (in shares) | 2,361,000 | 2,361,000 | |
5.875% Convertible Notes | Convertible Debt | |||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||
Interest rate | 5.875% | 5.875% | |
Class B Common Stock | |||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||
Conversion ratio | 0.68 | ||
Capital Stock | |||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||
Dividends | $ 0 | $ 744,659 | |
Total undistributed earnings (loss) | (6,123,517) | 404,227 | |
Total undistributed earnings (loss) - diluted | (6,397,675) | 422,756 | |
Numerator for basic net earnings (loss) per share | (6,123,517) | 1,148,886 | |
Numerator for diluted net earnings (loss) per share | $ (6,397,675) | $ 1,167,415 | |
Basic weighted average shares outstanding (in shares) | 15,272,267 | 14,917,165 | |
Diluted weighted average shares outstanding (in shares) | 15,737,224 | 15,382,122 | |
Basic net earnings (loss) per share (in dollars per share) | $ (0.40) | $ 0.08 | |
Diluted net earnings (loss) per common share (in dollars per share) | $ (0.41) | $ 0.08 | |
Common Stock | Class B Common Stock | |||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||
Dividends | $ 0 | $ 0 | |
Total undistributed earnings (loss) | (274,158) | 18,529 | |
Total undistributed earnings (loss) - diluted | (274,158) | 18,529 | |
Numerator for basic net earnings (loss) per share | (274,158) | 18,529 | |
Numerator for diluted net earnings (loss) per share | $ (274,158) | $ 18,529 | |
Basic weighted average shares outstanding (in shares) | 683,761 | 683,761 | |
Diluted weighted average shares outstanding (in shares) | 683,761 | 683,761 | |
Basic net earnings (loss) per share (in dollars per share) | $ (0.40) | $ 0.03 | |
Diluted net earnings (loss) per common share (in dollars per share) | $ (0.40) | $ 0.03 |
VARIABLE INTEREST ENTITY (Detai
VARIABLE INTEREST ENTITY (Details) $ in Millions | 1 Months Ended | 3 Months Ended | ||
Feb. 01, 2021 manager | Feb. 28, 2021 | Mar. 31, 2023 USD ($) | Mar. 31, 2022 USD ($) | |
Variable Interest Entity [Line Items] | ||||
Distributions | $ | $ 0 | $ 3 | ||
Variable Interest Entity, Primary Beneficiary | ||||
Variable Interest Entity [Line Items] | ||||
Percentage of voting interest held | 49.50% | 49.50% | ||
Number of managers | 4 | |||
Variable Interest Entity, Primary Beneficiary | Grier Members | ||||
Variable Interest Entity [Line Items] | ||||
Percentage of voting interest held | 50.50% | 50.50% | ||
Number of managers | 2 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) | 3 Months Ended | |||||
Feb. 01, 2023 | Feb. 04, 2022 | Feb. 04, 2021 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Related Party Transaction [Line Items] | ||||||
Due from affiliated companies | $ 85,259 | $ 167,743 | ||||
Crescent Louisiana Midstream, LLC | Crescent Midstream, LLC | ||||||
Related Party Transaction [Line Items] | ||||||
Controlling economic interest | 70% | |||||
Accounting And Consulting Services | Crescent Midstream, LLC | Affiliated Entity | ||||||
Related Party Transaction [Line Items] | ||||||
Expenses from transaction | 175,000 | |||||
Transition Services Agreement | Crescent Midstream, LLC | Affiliated Entity | ||||||
Related Party Transaction [Line Items] | ||||||
Percentage allocation | 50% | |||||
Transition Services Agreement | Crimson Midstream Holdings, LLC | Affiliated Entity | ||||||
Related Party Transaction [Line Items] | ||||||
Amount billed | $ 142,000 | $ 528,000 | ||||
Fixed fee | $ 156,000 | |||||
Transition Services Agreement | Crescent Louisiana Midstream, LLC | Affiliated Entity | ||||||
Related Party Transaction [Line Items] | ||||||
Percentage allocation | 50% | |||||
Transition Services Agreement | Crescent Midstream Operating | Affiliated Entity | ||||||
Related Party Transaction [Line Items] | ||||||
Fixed fee | $ 13,000 | $ 44,000 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - Subsequent Event barrel in Thousands, $ in Millions | 1 Months Ended |
Apr. 30, 2023 USD ($) barrel $ / barrel | |
Subsequent Event [Line Items] | |
Number of barrels sold | barrel | 81 |
Price per barrel (in usd per barrel) | $ / barrel | 77.76 |
Consideration received on sale | $ | $ 6.3 |