Cover Page
Cover Page - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | May 10, 2024 | Jun. 30, 2023 | |
Entity Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2023 | ||
Current Fiscal Year End Date | --12-31 | ||
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 Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
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 | ||
ICFR Auditor Attestation Flag | false | ||
Document Financial Statement Error Correction [Flag] | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 16,417,281 | ||
Entity Common Stock, Shares Outstanding | 15,818,791 | ||
Entity Central Index Key | 0001347652 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Common Class A | |||
Entity Information [Line Items] | |||
Security Exchange Name | NYSE | ||
Title of 12(b) Security | common stock | ||
Trading Symbol | CORRQ | ||
Series A Cumulative Redeemable Preferred Stock | |||
Entity Information [Line Items] | |||
Security Exchange Name | NYSE | ||
Title of 12(b) Security | 7.375% Series A Cumulative Redeemable Preferred Stock | ||
Trading Symbol | CORLQ |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2023 | |
Audit Information [Abstract] | |
Auditor Name | Ernst & Young, LLP |
Auditor Location | Kansas City, Missouri |
Auditor Firm ID | 42 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Assets | ||
Property and equipment, net of accumulated depreciation of $87,102 and $52,908,191, respectively (Crimson VIE*, net of accumulated depreciation: $82,085,847 and $340,205,058, respectively) | $ 82,085,847 | $ 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 | 606,850 | 858,079 |
Cash and cash equivalents (Crimson VIE: $7,761,457 and $1,874,319, respectively) | 13,294,728 | 17,830,482 |
Accounts and other receivables (Crimson VIE: $10,348,545 and $10,343,769, respectively) | 10,357,380 | 14,164,525 |
Due from affiliated companies (Crimson VIE: $12,500 and $167,743, respectively) | 12,500 | 167,743 |
Deferred costs, net of accumulated amortization of $1,039,918 and $726,619, respectively | 102,428 | 415,727 |
Inventory (Crimson VIE: $2,283,592 and $5,804,776, respectively) | 2,283,592 | 5,950,051 |
Prepaid expenses and other assets (Crimson VIE: $3,854,310 and $3,414,372, respectively) | 8,852,383 | 9,478,146 |
Operating right-of-use assets (Crimson VIE: $5,987,186 and $4,452,210, respectively) | 6,070,298 | 4,722,361 |
Deferred tax asset, net (Crimson VIE:$206,553 and $—, respectively) | 206,630 | 0 |
Assets held-for-sale | 105,230,596 | 0 |
Total Assets | 229,103,232 | 494,962,646 |
Liabilities and Equity | ||
Secured credit facilities, net of debt issuance costs of $163,980 and $665,547, respectively | 105,836,020 | 100,334,453 |
Unsecured convertible senior notes, net of discount and debt issuance costs of $1,068,771 and $1,726,470, respectively | 116,981,229 | 116,323,530 |
Accounts payable and other accrued liabilities (Crimson VIE: $16,394,243 and $16,889,980, respectively) | 26,249,602 | 26,316,216 |
Income tax payable (Crimson VIE: $— and $85,437, respectively) | 21,982 | 174,849 |
Due to affiliated companies (Crimson VIE: $118,775 and $209,750, respectively) | 118,775 | 209,750 |
Operating lease liability (Crimson VIE: $6,397,582 and $4,454,196, respectively) | 6,480,693 | 4,696,410 |
Deferred tax liability, net | 0 | 1,292,300 |
Unearned revenue (Crimson VIE: $390,749 and $203,725, respectively) | 390,749 | 5,948,621 |
Liabilities held-for-sale | 5,969,221 | 0 |
Total Liabilities | 262,048,271 | 255,296,129 |
Commitments and Contingencies (Note 12) | ||
Equity | ||
Additional paid-in capital | 327,285,007 | 327,016,573 |
Retained deficit | (609,902,035) | (333,785,097) |
Total CorEnergy Equity (Deficit) | (153,075,315) | 122,773,089 |
Non-controlling interest | 120,130,276 | 116,893,428 |
Total Equity (Deficit) | (32,945,039) | 239,666,517 |
Total Liabilities and Equity (Deficit) | 229,103,232 | 494,962,646 |
Series A Cumulative Redeemable Preferred Stock | ||
Equity | ||
Series A Cumulative Redeemable Preferred Stock 7.375%, $139,078,195 liquidation preference ($2,500 per share, $0.001 par value), 69,367,000 authorized; 51,810 issued and outstanding at December 31, 2023 and December 31, 2022 | 129,525,675 | 129,525,675 |
Non-Convertible Common Stock | ||
Equity | ||
Common stock | 15,354 | 15,254 |
Common Class B | ||
Equity | ||
Common stock | $ 684 | $ 684 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Property, plant, and equipment, after accumulated depreciation | $ 82,085,847 | $ 440,148,967 |
Leased property, accumulated depreciation | 0 | 299,463 |
Reserve for financing notes and related accrued interest receivable | 50,000 | 600,000 |
Cash and cash equivalents | 13,294,728 | 17,830,482 |
Accounts and other receivables | 10,357,380 | 14,164,525 |
Due from affiliated companies | 12,500 | 167,743 |
Deferred costs, accumulated amortization | 1,039,918 | 726,619 |
Inventory | 2,283,592 | 5,950,051 |
Prepaid expense and other assets | 8,852,383 | 9,478,146 |
Operating lease right-of-use asset | 6,070,298 | 4,722,361 |
Deferred tax asset, net | 206,630 | 0 |
Debt issuance costs | 163,980 | 665,547 |
Accounts payable and other accrued liabilities | 26,249,602 | 26,316,216 |
Income tax payable | 21,982 | 174,849 |
Due to affiliated companies | 118,775 | 209,750 |
Operating lease liability | 6,480,693 | 4,696,410 |
Unearned revenue | $ 390,749 | $ 5,948,621 |
Preferred stock, par value (in dollars per share) | $ 0.001 | |
Preferred stock, shares authorized | 69,367,000 | |
Preferred stock, shares outstanding | 51,810 | |
Series A Cumulative Redeemable Preferred Stock | ||
Preferred stock interest rate | 7.375% | 7.375% |
Preferred stock, liquidation preference | $ 139,078,195 | $ 139,078,195 |
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 | 69,367,000 | 69,367,000 |
Preferred stock, shares issued | 51,810 | 51,810 |
Preferred stock, shares outstanding | 51,810 | 51,810 |
Common stock, par value (in dollars per share) | $ 0.001 | |
Non-Convertible Common Stock | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares issued | 15,353,833 | 15,253,958 |
Common stock, shares outstanding | 15,353,833 | 15,253,958 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common Class B | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares issued | 683,761 | 683,761 |
Common stock, shares outstanding | 683,761 | 683,761 |
Common stock, shares authorized | 11,896,100 | 11,896,100 |
Convertible Debt | ||
Unamortized discount and debt issuance costs | $ 1,068,771 | $ 1,726,470 |
VIE | ||
Property, plant, and equipment, after accumulated depreciation | 82,085,847 | 340,205,058 |
Cash and cash equivalents | 7,761,457 | 1,874,319 |
Accounts and other receivables | 10,348,545 | 10,343,769 |
Due from affiliated companies | 12,500 | 167,743 |
Inventory | 2,283,592 | 5,804,776 |
Prepaid expense and other assets | 3,854,310 | 3,414,372 |
Operating lease right-of-use asset | 5,987,186 | 4,452,210 |
Deferred tax asset, net | 206,553 | 0 |
Accounts payable and other accrued liabilities | 16,394,243 | 16,889,980 |
Income tax payable | 0 | 85,437 |
Due to affiliated companies | 118,775 | 209,750 |
Operating lease liability | 6,397,582 | 4,454,196 |
Unearned revenue | 390,749 | 203,725 |
Property, Plant and Equipment, Other Types | ||
Accumulated depreciation, property and equipment | 87,102 | 52,908,191 |
Property, plant, and equipment, after accumulated depreciation | $ 82,085,847 | $ 440,148,967 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue | |||
Total Revenue | $ 131,567,907 | $ 133,647,607 | $ 128,133,796 |
Expenses | |||
General and administrative | 27,916,082 | 22,367,912 | 26,641,161 |
Depreciation and amortization | 14,111,980 | 16,076,326 | 14,801,676 |
Loss on impairment of goodwill | 0 | 16,210,020 | 0 |
Loss on impairment and disposal of leased property | 0 | 0 | 5,811,779 |
Loss on termination of lease | 0 | 0 | 165,644 |
Loss on impairment of leased property | 258,315,556 | 0 | 0 |
Total Expenses | 387,900,844 | 127,850,143 | 113,760,306 |
Operating Income (Loss) | (256,332,937) | 5,797,464 | 14,373,490 |
Other Income (Expense) | |||
Other income | 749,423 | 283,217 | 769,682 |
Interest expense | (18,087,219) | (13,928,439) | (12,742,157) |
Loss on extinguishment of debt | 0 | 0 | (861,814) |
Total Other Expense | (17,337,796) | (13,645,222) | (12,834,289) |
Income (Loss) before income taxes | (273,670,733) | (7,847,758) | 1,539,201 |
Taxes | |||
Current tax expense (benefit) | 26,808 | 173,327 | (1,531) |
Deferred tax expense (benefit) | (867,451) | 1,498,584 | 4,076,290 |
Income tax expense (benefit), net | (840,643) | 1,671,911 | 4,074,759 |
Net Loss | (272,830,090) | (9,519,669) | (2,535,558) |
Less: Net Income attributable to non-controlling interest | 3,236,848 | 3,236,848 | 2,866,467 |
Net Loss attributable to CorEnergy Infrastructure Trust, Inc. | (276,066,938) | (12,756,517) | (5,402,025) |
Preferred dividend requirements | 9,552,519 | 9,552,519 | 9,395,604 |
Net Loss attributable to common stockholders | $ (285,619,457) | $ (22,309,036) | $ (14,797,629) |
Common Stock | |||
Dividends declared (in dollars per share) | $ 0 | $ 0.200 | $ 0.200 |
Common Stock | |||
Taxes | |||
Net Loss attributable to common stockholders | $ (273,426,193) | $ (21,208,970) | $ (14,391,804) |
Weighted Average Shares of Common Stock Outstanding: | |||
Basic weighted average shares outstanding (in shares) | 15,332,905 | 15,050,266 | 14,246,526 |
Diluted weighted average shares outstanding (in shares) | 15,797,862 | 15,515,223 | 14,246,526 |
Common Stock | |||
Basic net loss per share (in dollars per share) | $ (17.83) | $ (1.41) | $ (1.01) |
Diluted net loss per share (in dollars per share) | $ (18.08) | $ (1.44) | $ (1.01) |
Common Stock | Common Class B | |||
Taxes | |||
Net Loss attributable to common stockholders | $ (12,193,265) | $ (1,100,066) | $ (405,825) |
Weighted Average Shares of Common Stock Outstanding: | |||
Basic weighted average shares outstanding (in shares) | 683,761 | 683,761 | 335,324 |
Diluted weighted average shares outstanding (in shares) | 683,761 | 683,761 | 335,324 |
Common Stock | |||
Basic net loss per share (in dollars per share) | $ (17.83) | $ (1.61) | $ (1.21) |
Diluted net loss per share (in dollars per share) | $ (17.83) | $ (1.61) | $ (1.21) |
Transportation and distribution | |||
Revenue | |||
Revenue from contracts with customers | $ 118,460,499 | $ 122,367,155 | $ 117,855,364 |
Expenses | |||
Cost of revenue | 75,134,129 | 63,825,083 | 58,146,006 |
Pipeline loss allowance subsequent sales | |||
Revenue | |||
Revenue from contracts with customers | 12,699,864 | 10,753,732 | 8,606,850 |
Expenses | |||
Cost of revenue | 12,423,097 | 9,370,802 | 8,194,040 |
Lease and other revenue | |||
Revenue | |||
Revenue from contracts with customers | $ 407,544 | $ 526,720 | $ 1,671,582 |
CONSOLIDATED STATEMENTS OF EQUI
CONSOLIDATED STATEMENTS OF EQUITY - USD ($) | Total | Cumulative Effect, Period of Adoption, Adjustment | Common Class B | Series A, Internalization | Common Stock, Internalization | Class B Common Stock, Internalization | Preferred Stock | Preferred Stock Series A, Internalization | Common Stock | Common Stock Common Class B | Common Stock Common Stock, Internalization | Common Stock Class B Common Stock, Internalization | Additional Paid-in Capital | Additional Paid-in Capital Series A, Internalization | Additional Paid-in Capital Common Stock, Internalization | Additional Paid-in Capital Class B Common Stock, Internalization | Retained Deficit | Retained Deficit Cumulative Effect, Period of Adoption, Adjustment | Non-Controlling Interest |
Beginning balance at Dec. 31, 2020 | $ 149,399,827 | $ 125,270,350 | $ 13,652 | $ 0 | $ 339,742,380 | $ (315,626,555) | $ 0 | ||||||||||||
Beginning balance (in shares) at Dec. 31, 2020 | 13,651,521 | 0 | |||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||
Net income (loss) | (2,535,558) | (5,402,025) | 2,866,467 | ||||||||||||||||
Equity attributable to non-controlling interest | 116,816,115 | 116,816,115 | |||||||||||||||||
Series A preferred stock dividends | (9,395,604) | (9,395,604) | |||||||||||||||||
Common Stock dividends | (2,850,026) | (2,850,026) | |||||||||||||||||
Reinvestment of dividends paid to common stockholders (in shares) | 84,418 | ||||||||||||||||||
Reinvestment of dividends paid to common stockholders | 410,580 | $ 84 | 410,496 | ||||||||||||||||
Common Stock issued under director's compensation plan (in shares) | 3,399 | ||||||||||||||||||
Common Stock issued under director's compensation plan | 22,500 | $ 3 | 22,497 | ||||||||||||||||
Crimson cash distribution on Class A-1 Units | (2,256,113) | (2,256,113) | |||||||||||||||||
Crimson Class A-2 Units dividends payment in kind | (610,353) | (610,353) | |||||||||||||||||
Stock issued due to internalized transaction | $ 4,245,112 | $ 7,096,153 | $ 3,288,890 | $ 4,255,325 | $ 1,154 | $ 684 | $ (10,213) | $ 7,094,999 | $ 3,288,206 | ||||||||||
Stock issued, internalization transaction (in shares) | 1,153,846 | 683,761 | |||||||||||||||||
Ending balance (in shares) at Dec. 31, 2021 | 14,893,184 | 683,761 | |||||||||||||||||
Ending balance at Dec. 31, 2021 | 263,631,523 | 129,525,675 | $ 14,893 | $ 684 | 338,302,735 | (321,028,580) | 116,816,116 | ||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||
Net income (loss) | (9,519,669) | (12,756,517) | 3,236,848 | ||||||||||||||||
Series A preferred stock dividends | (9,552,519) | (9,552,519) | |||||||||||||||||
Common Stock dividends | (3,004,579) | (3,004,579) | |||||||||||||||||
Reinvestment of dividends paid to common stockholders (in shares) | 279,957 | ||||||||||||||||||
Reinvestment of dividends paid to common stockholders | 803,923 | $ 280 | 803,643 | ||||||||||||||||
Common Stock, accrued dividend equivalent | (67,431) | (67,431) | |||||||||||||||||
Common Stock issued under director's compensation plan (in shares) | 80,817 | ||||||||||||||||||
Crimson cash distribution on Class A-1 Units | (3,236,848) | (3,236,848) | |||||||||||||||||
Crimson Class A-2 Units dividends payment in kind | 0 | ||||||||||||||||||
Stock issued due to internalized transaction | 0 | 0 | 0 | ||||||||||||||||
Stock-based compensation, net of forfeitures | 612,117 | $ 81 | 534,724 | 77,312 | |||||||||||||||
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) | 129,525,675 | $ 15,254 | $ 684 | 327,016,573 | (333,785,097) | $ (50,000) | 116,893,428 | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||
Accounting Standards Update [Extensible List] | Accounting Standards Update 2016-13 | ||||||||||||||||||
Net income (loss) | $ (272,830,090) | (276,066,938) | 3,236,848 | ||||||||||||||||
Crimson cash distribution on Class A-1 Units | (3,200,000) | ||||||||||||||||||
Crimson Class A-2 Units dividends payment in kind | 0 | ||||||||||||||||||
Stock issued due to internalized transaction | $ 0 | $ 0 | $ 0 | ||||||||||||||||
Shares issued on RSU vesting, net of shares withheld for taxes (in shares) | 99,875 | ||||||||||||||||||
Shares issued on RSU vesting, net of shares withheld for taxes | (59,944) | $ 100 | (60,044) | ||||||||||||||||
Stock-based compensation, net of forfeitures | 304,859 | 304,859 | |||||||||||||||||
Common Stock, accrued dividend equivalent forfeiture | 23,619 | 23,619 | |||||||||||||||||
Ending balance (in shares) at Dec. 31, 2023 | 683,761 | 15,353,833 | 683,761 | ||||||||||||||||
Ending balance at Dec. 31, 2023 | $ (32,945,039) | $ 129,525,675 | $ 15,354 | $ 684 | $ 327,285,007 | $ (609,902,035) | $ 120,130,276 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOW - USD ($) | 12 Months Ended | |||||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | ||||
Operating Activities | ||||||
Net loss | $ (272,830,090) | $ (9,519,669) | $ (2,535,558) | |||
Adjustments to reconcile net loss to net cash provided by operating activities: | ||||||
Deferred income tax | (867,451) | 1,498,584 | 4,076,290 | |||
Depreciation and amortization | 14,111,980 | 16,076,326 | 14,801,676 | |||
Amortization of debt issuance costs | 1,472,565 | 1,648,242 | 1,604,881 | |||
Loss on impairment of goodwill | 0 | 16,210,020 | 0 | |||
Loss on impairment and disposal of leased property | 0 | 0 | 5,811,779 | |||
Loss on termination of lease | 0 | 0 | 165,644 | |||
Loss on impairment of leased property | 258,315,556 | 0 | 0 | |||
Loss on extinguishment of debt | 0 | 0 | 861,814 | |||
Gain on sale of equipment | (1,074) | (39,678) | (16,508) | |||
Stock-based compensation | 304,859 | 612,117 | 22,500 | |||
Changes in assets and liabilities: | ||||||
Accounts and other receivables | 1,296,971 | (786,145) | 1,121,365 | |||
Financing note accrued interest receivable | 0 | 0 | (8,780) | |||
Inventory | 3,520,417 | (1,996,528) | (2,183,946) | |||
Prepaid expenses and other assets | (4,166,949) | (6,314,654) | (4,840,831) | |||
Due from affiliated companies, net | 64,268 | 70,516 | (28,509) | |||
Management fee payable | 0 | 0 | (971,626) | |||
Accounts payable and other accrued liabilities | 5,890,296 | 12,133,378 | (562,870) | |||
Income tax payable | (152,867) | 174,849 | 0 | |||
Unearned revenue | (886,110) | 109,019 | (601,126) | |||
Other changes, net | 356,214 | 3,331 | 156 | |||
Net cash provided by operating activities | 6,428,585 | 29,879,708 | 16,716,351 | |||
Investing Activities | ||||||
Acquisition of Crimson Midstream Holdings, net of cash acquired | 0 | 0 | (69,002,052) | |||
Acquisition of Corridor InfraTrust Management, net of cash acquired | 0 | 0 | 952,487 | |||
Purchases of property and equipment | (16,462,731) | (13,893,812) | (20,228,454) | |||
Proceeds from reimbursable projects | 1,247,766 | 2,523,196 | 3,131,391 | |||
Project development funding | (1,104,823) | 0 | 0 | |||
Other changes, net | 204,979 | 233,656 | 339,220 | |||
Net cash used in investing activities | (16,114,809) | (11,136,960) | (84,807,408) | |||
Financing Activities | ||||||
Debt financing costs | 0 | 0 | (2,735,922) | |||
Dividends paid on Series A preferred stock | 0 | (9,552,519) | (9,395,604) | |||
Dividends paid on Common Stock | 0 | (2,200,656) | (2,439,446) | |||
Distributions to non-controlling interest | 0 | (3,236,848) | (2,256,113) | |||
Advances on the Crimson Revolver | 16,000,000 | 14,000,000 | 24,000,000 | |||
Payments on the Crimson Revolver | (1,000,000) | (6,000,000) | (22,000,000) | |||
Principal payments on the Crimson Term Loan | (10,000,000) | (8,000,000) | (6,000,000) | |||
Proceeds from financing arrangement | 4,630,015 | 5,814,435 | 3,882,392 | |||
Payments on financing arrangement | (3,732,212) | (3,277,254) | (3,020,581) | |||
Payment on note payable | (437,500) | 0 | 0 | |||
Other Changes, net | (84,833) | 0 | 0 | |||
Net cash provided by (used in) financing activities | 5,375,470 | (12,452,842) | (19,965,274) | |||
Net change in cash and cash equivalents | (4,310,754) | 6,289,906 | (88,056,331) | |||
Cash and cash equivalents at beginning of year | 17,830,482 | [1] | 11,540,576 | [1] | 99,596,907 | |
Cash and cash equivalents at end of year | [1] | 13,519,728 | 17,830,482 | 11,540,576 | ||
Supplemental Disclosure of Cash Flow Information | ||||||
Interest paid | 16,067,602 | 11,343,702 | 11,224,582 | |||
Income taxes paid (net of refunds) | 193,309 | (12,055) | (635,730) | |||
Non-Cash Investing Activities | ||||||
Purchases of property, plant and equipment in accounts payable and other accrued liabilities | 1,123,307 | 2,099,287 | 113,847 | |||
In-kind consideration for the Grand Isle Gathering System provided as partial consideration for the Crimson Midstream Holdings acquisition | 0 | 0 | 48,873,169 | |||
Crimson credit facility assumed and refinanced in connection with the Crimson Midstream Holdings acquisition | 0 | 0 | 105,000,000 | |||
Equity consideration attributable to non-controlling interest holder in connection with the Crimson Midstream Holdings acquisition | 0 | 0 | 116,205,762 | |||
Non-Cash Financing Activities | ||||||
Reinvestment of dividends paid to common stockholders | 0 | 803,923 | 410,580 | |||
Common Stock issued upon exchange and conversion of convertible notes | 0 | 0 | 0 | |||
Crimson Class A-2 Units dividends payment in-kind | 0 | 0 | 610,353 | |||
Dividend equivalents accrued on RSUs | 0 | 67,431 | 0 | |||
Assets acquired under financing arrangement | 4,639,406 | 3,672,910 | 1,617,825 | |||
Series A, Internalization | ||||||
Non-Cash Investing Activities | ||||||
Stock issued, value, internalization transaction | 0 | 0 | 4,245,112 | |||
Common Stock, Internalization | ||||||
Non-Cash Investing Activities | ||||||
Stock issued, value, internalization transaction | 0 | 0 | 7,096,153 | |||
Class B Common Stock, Internalization | ||||||
Non-Cash Investing Activities | ||||||
Stock issued, value, internalization transaction | $ 0 | $ 0 | $ 3,288,890 | |||
[1] (1) Cash and Cash Equivalents at the end of the year ended December 31, 2023 includes $225 thousand held-for-sale. The Consolidated Statement of Cash Flows reflects assets and liabilities classified as held-for-sale that are presented in the Held-for-Sale Balance Sheet in Note 3 ("Held-for-Sale"). See Note 3 ("Held-for-Sale") for further information. |
CONSOLIDATED STATEMENTS OF CA_2
CONSOLIDATED STATEMENTS OF CASH FLOW (Parenthetical) | Dec. 31, 2023 USD ($) |
Discontinued Operations, Held-for-Sale | MoGas Pipeline and Omega Pipeline Systems | |
Cash and cash equivalents | $ 225,000 |
INTRODUCTION AND BASIS OF PRESE
INTRODUCTION AND BASIS OF PRESENTATION | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [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 traded in the OTC Markets ("OTC") under the symbol "CORRQ" 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 traded in the OTC under the symbol "CORLQ". 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. Prior to January 19, 2024, the Company generated 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 natural gas or crude oil via non-pipeline alternatives, resulting in the Company's assets providing utility-like criticality in the midstream supply chain for its customers. Prior to 2021, the Company focused primarily on entering into long-term triple-net participating leases with energy companies. Over the last 36 months, the Company's asset portfolio has undergone significant changes. The Company divested all of its leased assets, including the Grand Isle Gathering System ("GIGS"), which is described in these notes to consolidated financial statements. On January 19, 2024, the Company closed the previously announced sale of its MoGas and Omega pipeline systems to Spire Inc. (NYSE: SR) for a cash purchase price of $175.0 million, plus working capital adjustments. The Company then used a portion of the proceeds from the sale to repay the entire $108.5 million outstanding balance of the Crimson Credit Facility. 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 considers 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 office of the Company is located at 1100 Walnut, Suite 3350, Kansas City, Missouri 64106. Chapter 11 Case and Ability to Continue as a Going Concern Chapter 11 Bankruptcy On February 25, 2024 (the "Petition Date"), CorEnergy Infrastructure Trust, Inc. filed a voluntary petition to commence proceedings under Chapter 11 (the "Chapter 11 Case") of Title 11 of the United States Bankruptcy Code (the "Bankruptcy Code") in the United States Bankruptcy Court for the Western District of Missouri (the "Bankruptcy Court"). Neither Crimson Midstream Holdings, LLC ("Crimson"), nor any other CorEnergy subsidiary has filed for bankruptcy. The Company is currently operating its business as a "debtor in possession" in accordance with the applicable provisions of the Bankruptcy Code and the orders of the Bankruptcy Court. After the Company commenced the Chapter 11 Case, the Bankruptcy Court granted certain relief requested by the Company enabling it to operate in the ordinary course of business and minimize the effect of the bankruptcy on the Company's business, including, among other things, authorizing the Company to pay employee wages and benefits, maintain existing banking practices and additional customary operational and administrative relief. Subject to certain exceptions, under the Bankruptcy Code, the filing of the Chapter 11 Case automatically enjoined, or stayed, the continuation of most judicial and administrative proceedings or filings of other actions against the Company or its property to recover, collect or secure a claim arising prior to the Petition Date. Accordingly, although the filing of the Chapter 11 Case triggered a default that accelerated obligations under the indenture (the "Indenture") governing the Company's outstanding 5.875% Unsecured Convertible Senior Notes due 2025 (the "Convertible Notes"), creditors are stayed from taking any actions against the Company as a result of such default, subject to certain limited exceptions permitted by the Bankruptcy Code. Absent an order of the Bankruptcy Court, substantially all of the Company's prepetition liabilities are subject to settlement under the Bankruptcy Code. However, as discussed below, the Plan of Reorganization (Exhibit 10.32) contemplates that certain liabilities would be reinstated or paid in full in the ordinary course of business if the Plan of Reorganization is approved by the Bankruptcy Court. On February 25, 2024, prior to the commencement of the Chapter 11 Case, the Company entered into the Restructuring Support Agreement (the "RSA") with the holders of approximately 90% of the outstanding aggregate principal amount of the Convertible Notes (the "Consenting Noteholders"). Under the RSA, the Consenting Noteholders have agreed, subject to certain terms and conditions, to support a financial and operational restructuring of the existing debt of, existing equity interests in, and certain obligations of the Company pursuant to the proposed Plan of Reorganization, substantially in the form attached as an exhibit to the RSA (the "Plan of Reorganization") and to this Form 10-K, to be implemented through the Chapter 11 Case. On March 19, 2024, the Bankruptcy Court entered an order conditionally approving the disclosure statement and approving certain voting and solicitation procedures related to the Chapter 11 Case. The RSA requires the Company to seek to have the Plan of Reorganization confirmed by the Bankruptcy Court no later than 105 calendar days after the Petition Date and the Plan of Reorganization become effective no later than 30 days after such confirmation date. Before the Bankruptcy Court will confirm the Plan of Reorganization, the Bankruptcy Code requires at least one "impaired" class of claims votes to accept the Plan of Reorganization. A class of claims votes to "accept" the Plan of Reorganization if voting creditors that hold a majority in number and two-thirds in amount of claims in that class approve the Plan of Reorganization. The RSA requires the Consenting Noteholders vote in favor of and support the Plan of Reorganization. On April 30, 2024, the Company filed its declaration regarding the results of voting indicating that all three of the voting classes had voted to accept the Plan of Reorganization. The Plan of Reorganization contemplates treatment of the claims of the Company's stakeholders as set forth below: • Each secured claim will be reinstated or paid in full (or otherwise treated such that it will remain unimpaired in accordance with Section 1124 of the Bankruptcy Code). • Each other priority claim (each claim as defined in Section 101(5) of the Bankruptcy Code entitled to prior in right of payment under Section 507(a) of the Bankruptcy Code, but excluding certain administrative and tax claims), will be reinstated or paid in full in the ordinary course of business (or otherwise treated consistent with Section 1129(a)(9) of the Bankruptcy Code). • Each unsecured claim will be reinstated or paid in full in the ordinary course of business in accordance with the terms and conditions of the particular transaction giving rise to such claim. • Each holder of Convertible Notes will receive its pro rata share of the following in exchange for the Convertible Notes: (i) $23.6 million (subject to adjustment upwards based on the amount of Excess Effective Date Cash (as defined below)); (ii) the principal amount of Takeback Debt (as defined below); (iii) 88.96% of the shares of common stock of the reorganized Company (the "New Common Stock") (subject to dilution by the Management Incentive Plan and further subject to adjustment downwards based on the amount of Excess Effective Date Cash, subject to a cap); and (iv) Excess Effective Date Cash (defined as the amount of cash held by the Company on the effective date of the Plan of Reorganization in excess of $12.0 million capped at $8.5 million). • If the holders of the Company's Series Preferred Stock approve the Plan of Reorganization, each holder will receive such holder's pro rata share of 8.25% of the New Common Stock (subject to dilution by the Management Incentive Plan and further subject to adjustment upwards based on the amount of Excess Effective Date Cash, subject to a cap) in exchange for the Preferred Stock. If the holders of the Series A Preferred Stock do not approve the Plan of Reorganization, (i) each holder will receive such holder's pro rata share of the Company's liquidation value as set forth in the disclosure statement, which amount is estimated to be $0.00 and the Series A Preferred Stock will be cancelled and (ii) the percentage of New Common Stock that would have been allocated to the holders of the Series A Preferred Stock will be reallocated to the holders of Convertible Notes and holders of Crimson Class A-1 Units. • Each holder of the Company's Common Stock will receive such holder's pro rata share of the Company's liquidation value as set forth in the disclosure statement, which amount is estimated to be $0.00 and the Common Stock will be cancelled. • With respect to all Crimson Class A-1 Units, the holders thereof will receive the right to exchange such units into 2.79% of the New Common Stock in substitution for their right to exchange such units into the Series A Preferred Stock (subject to dilution by the Management Incentive Plan and further subject to adjustment upwards based on the amount of Excess Effective Date Cash, subject to a cap) and any tracking dividend or liquidation rights that existed with respect to the Series A Preferred Stock, will now track to the percentage interest in the New Common Stock. With respect to all Class A-2 and Class A-3 Units of Crimson, the holders thereof will have their rights to exchange such units into shares of Common Stock of the Company cancelled. The Plan of Reorganization includes a term sheet pursuant to which the holders of the Convertible Notes will provide the reorganized Company with a five-year secured term loan in the principal amount of $45.0 million bearing interest at 12.0% per annum with interest starting to accrue on April 4, 2024, and payable on a quarterly basis (the "Takeback Debt"). The term sheet also provides that certain holders of the Convertible Notes and other lenders will provide the reorganized Company with a one-year $10.0 million revolving credit facility the proceeds of which will be limited to certain specified emergency uses. Amounts drawn under the revolving credit facility will bear interest at one-month SOFR plus 3.0% per annum with interest payable on a quarterly basis. The Plan of Reorganization provides that the reorganized Company will adopt a management incentive plan on the effective date of the plan. All grants under the Management Incentive Plan will ratably dilute all New Common Stock issued pursuant to the Plan of Reorganization. The Management Incentive Plan will reserve exclusively for participants a pool of stock-based awards in the reorganized Company in the form of (i) warrants for 5.0% of New Common Stock and (b) 5.0% of New Common Stock, both determined on a fully diluted and fully distributed basis, which shall be reserved for distribution in accordance with the Management Incentive Plan. The reorganized Company will assume all of the Company's existing employment agreements. The Plan of Reorganization also provides that the reorganized Company will adopt new governance documents, each in a form to be included in a supplement to the plan. On April 11, 2024, the Company filed its plan supplement consisting of, among other items, the Credit Agreement, Security Agreement, Pledge and Security Agreement, Guaranty Agreement, Stockholder’s Agreement with the Consenting Noteholders, Articles of Amendment and Restatement, Fourth Amended and Restated Bylaws, and Omnibus Equity Plan. The new governance documents filed with the plan supplement govern, among other things, the composition of the reorganized Company's board of directors, board and stockholder approval rights with respect to certain corporate actions, information rights, stock transfer restrictions, tag-along and drag-along rights, preemptive rights and registration rights. The Company cannot predict the ultimate outcome of the Chapter 11 Case at this time. For the duration of the Chapter 11 proceedings, the Company's operations and ability to develop and execute its business plan are subject to the risks and uncertainties associated with the Chapter 11 process. As a result of these risks and uncertainties, the amount and composition of the Company's assets, liabilities, officers and/or directors could be significantly different following the outcome of the Chapter 11 proceeding, and the description of the Company's operations, properties and liquidity and capital resources included in these consolidated financial statements and the notes hereto may not accurately reflect its operations, properties and liquidity and capital resources following the Chapter 11 process. Liquidity and Going Concern Considerations In accordance with the accounting guidance related to the presentation of financial statements, when preparing financial statements for each annual and interim reporting period, management evaluates whether there are conditions or events that, when considered in the aggregate, raise a substantial doubt about the Company's ability to continue as a going concern within one year after the date that the financial statements are to be issued. In making its assessment, management considered the Company's current financial condition and liquidity sources, as well as the status of the Chapter 11 Case. Given the events of default which triggered acceleration of the Convertible Notes, as well as the inherent risks, unknown results and inherent uncertainties associated with the bankruptcy process and the direct correlation between these matters and the Company's ability to satisfy its financial obligations that may arise, the Company believes that there is substantial doubt that it will continue to operate as a going concern within one year after the date its consolidated financial statements are issued. The Company's ability to continue as a going concern is contingent upon its ability to successfully implement the Plan of Reorganization set forth in the RSA, which is pending approval of the Bankruptcy Court. The Company's financial statements have been prepared in conformity with U.S. generally accepted accounting principles ("GAAP") applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. Accordingly, these consolidated financial statements do not reflect any adjustments related to the recoverability of assets and satisfaction of liabilities that might be necessary should the Company be unable to continue as a going concern. Delisting of Common Stock and Series A Preferred Stock On February 27, 2024, the NYSE filed a Form 25 with the SEC to delist the Company's Common Stock and Series A Preferred Stock from the NYSE. The delisting became effective on March 11, 2024. The Company's Common Stock and Series A Preferred Stock currently trade on the OTC Pink Marketplace under the symbols "CORRQ" AND "CORLQ," respectively. While the Company intends to apply for the New Common Stock to be quoted on the OTC market and to make available to stockholders financial and other information concerning the Company in accordance with applicable OTC rules following the Company's emergence from bankruptcy, there can be no assurance as to the development or liquidity of any market for the New Common Stock. Basis of Presentation and Consolidation The accompanying consolidated financial statements include CorEnergy accounts and the accounts of its wholly-owned subsidiaries and variable interest entities ("VIE's") for which CorEnergy is the primary beneficiary. The consolidated financial statements have been prepared in accordance with GAAP set forth in the Accounting Standards Codification ("ASC"), as published by the Financial Accounting Standards Board ("FASB"), and with the Securities and Exchange Commission ("SEC") instructions to Form 10-K and Article 10 of Regulation S-X. The accompanying consolidated financial statements reflect all adjustments that are, in the opinion of management, necessary for a fair presentation of the Company's financial position, results of operations and cash flows for the periods presented. There were no adjustments that, in the opinion of management, were not of a normal and recurring nature. All intercompany transactions and balances have been eliminated in consolidation, and the Company's net earnings have been reduced by the portion of net earnings attributable to non-controlling interests, when applicable. Prior reporting period amounts have been recast to conform with the current period presentation. In preparing the 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. The Company consolidates a VIE when it is the primary beneficiary, which is the party that has both (i) the power to direct the activities that most significantly impact the VIE's economic performance and (ii) through its interests in the VIE, the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE. In order to determine whether it has a variable interest in a VIE, the Company performs a qualitative analysis of the entity's design, primary decision makers, key agreements governing the VIE, voting interests and significant activities impacting the VIE's economic performance. The Company continually monitors VIEs to determine if any events have occurred that could cause the primary beneficiary to change. In February 2021, the Company acquired a 49.50% voting interest in Crimson, which is a legal entity that meets the VIE criteria. As a result of its consolidation analysis more fully described in Note 17 ("Variable Interest Entity"), the Company determined it is the primary beneficiary of Crimson due to its related-party relationship with Crimson's 50.50% voting interest holder. Therefore, beginning February 1, 2021 (the effective date of the acquisition), Crimson is consolidated in the Company's consolidated financial statements and the non-controlling interest is presented as a component of equity. Net income from Crimson is allocated to the non-controlling interest based on Crimson's contractual rights to earnings and distributions associated with the Crimson Class A-1, A-2 and A-3 Units. Refer to Note 15 ("Stockholders' Equity") for further discussion of the non-controlling interest in Crimson. The consolidated financial statements also include the accounts of any limited partnerships where the Company represents the general partner and, based on all facts and circumstances, controls such limited partnerships, unless the limited partner has substantive participating rights or substantive kick-out rights. Refer to Note 17 ("Variable Interest Entity"), for further discussion of the Company's consolidated VIEs. The FASB issued Accounting Standards Update ("ASU") 2015-02 Consolidations (Topic 810) - Amendments to the Consolidation Analysis ("ASU 2015-02"), which amended previous consolidation guidance and introduced a separate consolidation analysis specific to limited partnerships and other similar entities. Under this analysis, limited partnerships and other similar entities are considered a VIE unless the limited partners hold substantive kick-out rights or participating rights. Management determined that Crimson is a VIE under the amended guidance because the limited partner lacks both substantive kick-out rights and participating rights. As such, management evaluated the qualitative criteria under FASB ASC Topic 810 in conjunction with ASU 2015-02 to make a determination whether these partnerships should be consolidated in the Company's financial statements. ASC Topic 810-10 requires the primary beneficiary of a VIE's activities to consolidate the VIE. The primary beneficiary is identified as the enterprise that has (i) the power to direct the activities of the VIE that most significantly impact the entity's economic performance and (ii) the obligation to absorb losses of the entity that could potentially be significant to the VIE or the right to receive benefits from the entity that could potentially be significant to the VIE. The standard requires an ongoing analysis to determine whether the variable interest gives rise to a controlling financial interest in the VIE. Based on the general partners' roles and rights under the partnership agreements and its exposure to losses and benefits of each of the partnerships through its significant limited partner interests, management determined that CorEnergy is the primary beneficiary of Crimson, Pinedale LP, and Grand Isle Corridor LP. Based upon this evaluation, and the Company's 100% ownership interest in Pinedale LP, and Grand Isle Corridor LP, the consolidated financial statements presented include full consolidation with respect to these partnerships. Crimson is managed by a board of managers (the "Crimson Board"), which is made up of four managers of which the Company and the Grier Members (as defined below) 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 that are managed by an approved budget requiring 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, that (i) its influence over the tax structure of Crimson so its operations could be included in the Company's REIT structure under its PLR, which allows fees received for the usage of storage and pipeline capacity to qualify as rents from real property; (ii) the activities of the Company are substantially similar in nature to the activities of Crimson because the Company owns existing transportation and distribution assets in MoGas Pipeline LLC ("MoGas") and Omega Pipeline Company, LLC ("Omega"); (iii) Crimson's assets represent a substantial portion of the Company's total assets; and (iv) the Grier Members' interest in Crimson in Class A-1, Class A-2, and Class A-3 Units of Crimson will earn distributions if the CorEnergy Board declares a common or preferred dividend for Series A Preferred, and Class B Common Stock. Therefore, CorEnergy was determined as the primary beneficiary of Crimson and, therefore, consolidates the Crimson VIE. The Grier Members' ownership interest in Crimson is reflected as a non-controlling interest in the consolidated financial statements. MoGas and Omega 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 ASC 360, " Property, Plant and Equipment ." The carrying value of the assets and liabilities of this component is less than the fair value less costs to sell. Therefore, amounts are presented at carrying value within the Company's Consolidated Balance Sheet. On January 19, 2024, CorEnergy closed the sale of its MoGas and Omega pipeline systems to Spire Midstream, a subsidiary of Spire Inc. (NYSE: SR), in an all-cash transaction for $175.0 million, plus post close working capital adjustments. At closing, CorEnergy repaid and canceled the Crimson Credit Facility, for a total of $108.5 million. Subsequent to this transaction, Crimson is the sole remaining operation of CorEnergy. Refer to Note 3 ("Held-For-Sale") for further discussion. |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | SIGNIFICANT ACCOUNTING POLICIES A. Use of Estimates – The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. In December 2023, the Company completed an assessment of the useful lives of its crude oil pipelines and related equipment. Due to advances in green energy initiatives in the State of California, the Company determined the useful life of the primary asset (crude oil pipelines) should be 25 years. This resulted in changes to useful lives across our crude oil pipeline asset portfolio. However, our primary asset, as defined under ASC 360, " Property, Plant and Equipment," decreased from 35 years to 25 years. This change in accounting estimate was effective beginning December 1, 2023. Based on the carrying amount of crude oil pipelines and related equipment that was in-service as of December 1, 2023, this change increased depreciation expense by $41 thousand for the year ended December 31, 2023. B. Leased Property and Leases – In February of 2016, the FASB issued ASU 2016-02, Leases ("ASU 2016-02" or "ASC 842"), which amends the existing accounting standards for lease accounting and requires, lessees to recognize most leases on their balance sheets and making targeted changes to lessor accounting. Beginning in 2019, for the underlying asset class related to single-use office space, the Company accounts for each separate lease component and non-lease component as a single lease component. For the underlying lessor asset class related to pipelines residing on military bases, the Company accounts for each separate lease component and non-lease component as a single lease component if the non-lease components otherwise are accounted for in accordance with the revenue standard, and both the following criteria are met: (i) the timing and pattern of revenue recognition are the same for the non-lease component(s) and the related lease component and (ii) the lease component will be classified as an operating lease. The Company carried forward the accounting treatment for land easements under existing agreements, which are currently accounted for within property, plant and equipment. Land easements are reassessed under ASC 842 when such agreements are modified. The Company's current leased properties are classified as operating leases and are recorded as leased property, net of accumulated depreciation, in the Consolidated Balance Sheets. Initial direct costs incurred in connection with the creation and execution of a lease prior to January 1, 2019 are capitalized and amortized over the lease term. Subsequent to January 1, 2019, initial direct costs under ASC 842 are incremental costs of a lease that would not have been incurred if the lease had not been obtained and may include commissions or payments made to an existing tenant as an incentive to terminate its lease. Base rent related to the Company's leased property is recognized on a straight-line basis over the term of the lease when collectability is probable. Participating rent is recognized when it is earned, based on the achievement of specified performance criteria. Base and participating rent are recorded as lease revenue in the Consolidated Statements of Operations. Rental payments received in advance are classified as unearned revenue and included as a liability within the Consolidated Balance Sheets. Unearned revenue is amortized ratably over the lease period as revenue recognition criteria are met. Rental payments received in arrears are accrued and classified as deferred rent receivable and included in assets within the Consolidated Balance Sheets. Under the Company's previously held triple-net leases, the tenant was required to pay property taxes and insurance directly to the applicable third-party providers. Consistent with guidance in ASC 842, the Company will present the cost and the lessee's direct payment to the third-party under the triple-net leases on a net basis in the Consolidated Statements of Operations. C. Property and Equipment – Property and equipment are stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful life of the asset. Expenditures for repairs and maintenance are charged to operations as incurred, and improvements, which maintain the existing operating capacity of assets or extend their useful lives, are capitalized and depreciated over the remaining estimated useful life of the asset. The Company initially records long-lived assets at their purchase price plus any direct acquisition costs, unless the transaction is accounted for as a business combination, in which case the acquisition costs are expensed as incurred. If the transaction is accounted for as a business combination, the Company allocates the purchase price to the acquired tangible and intangible assets and liabilities based on their estimated fair values. D. Long-Lived Asset Impairment – The Company's long-lived assets consist primarily of oil and natural gas pipelines that have been obtained through asset acquisitions and a business combination. Management continually monitors its business, the business environment and performance of its operations to determine if an event has occurred that indicates that the carrying value of a long-lived asset group may be impaired. When a triggering event occurs, which is a determination that involves judgment, management utilizes cash flow projections to assess its ability to recover the carrying value of the asset group based on the long-lived assets' ability to generate future cash flows on an undiscounted basis over the remaining useful life of the primary asset. Management's projected cash flows of long-lived assets are primarily based on estimated cash flows that extend many years into the future. If those cash flow projections indicate that the long-lived asset's carrying value is not recoverable, management records an impairment charge for the excess of carrying value of the asset over its fair value. The estimate of fair value considers a number of factors, including the potential value that would be received if the asset were sold, discount rates and projected cash flows. Inputs and assumptions used in the cash flow models include estimates of projected volumes transported on the Company's pipelines, projected tariff rates and estimated operating costs, among others. Due to the imprecise nature of these projections and assumptions, actual results can differ from management's estimates. E. Financing Notes Receivable – Financing notes receivable are presented at face value plus accrued interest receivable and deferred loan origination costs and net of related direct loan origination income. Each quarter, the Company reviews its financing notes receivable to determine if the balances are realizable based on factors affecting the collectability of those balances. Factors may include credit quality, timeliness of required periodic payments, past due status and management discussions with obligors. The Company evaluates the collectability of both interest and principal of each of its loans to determine if an allowance is needed. An allowance will be recorded when based on current information and events, the Company determines it is probable that it will be unable to collect all amounts due according to the existing contractual terms. If the Company determines an allowance is necessary, the amount deemed uncollectible is expensed in the period of determination. An insignificant delay or shortfall in the amount of payments does not necessarily result in the recording of an allowance. Generally, when interest and/or principal payments on a loan become past due, or if the Company does not otherwise expect the borrower to be able to service its debt and other obligations, the Company will place the loan on non-accrual status and will typically cease recognizing financing revenue on that loan until all principal and interest have been brought current. Interest income recognition is resumed if and when the previously reserved-for financing notes become contractually current and performance has been demonstrated. Payments received subsequent to the recording of an allowance will be recorded as a reduction to principal. During the year ended December 31, 2023, the Company recorded a $50 thousand provision for loan loss upon the adoption of ASU 2016-13 Financial Instruments—Credit Losses (Topic 326), and no provision was recorded during the year ended December 31, 2022. The Company's financing notes receivable are discussed more fully in Note 6 ("Financing Notes Receivable"). F. Fair Value Measurements – FASB ASC 820, Fair Value Measurements and Disclosure ("ASC 820"), defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. Various inputs are used in determining the fair value of the Company's assets and liabilities. These inputs are summarized in the three broad levels listed below: • Level 1 - quoted prices in active markets for identical investments • Level 2 - other significant observable inputs (including quoted prices for similar investments, market corroborated inputs, etc.) • Level 3 - significant unobservable inputs (including the Company's own assumptions in determining the fair value of investments) See Note 13 ("Fair Value") for further discussion of the Company's fair value measurements. G. Cash and Cash Equivalents – The Company maintains cash balances at financial institutions in amounts that regularly exceed FDIC-insured limits. The Company's cash equivalents are comprised of short-term, liquid money market instruments. H. Accounts and other receivables – Accounts receivable are presented at face value net of an allowance for doubtful accounts within accounts and other receivables on the balance sheet. Accounts are considered past due based on the terms of sale with the customers. The Company reviews accounts for collectability based on an analysis of specific outstanding receivables, current economic conditions and past collection experience. At December 31, 2023 and 2022, the Company determined that an allowance for credit losses was not necessary. I. Goodwill – Goodwill represented the excess of the amount paid for the Corridor InfraTrust Management, Inc. ("Corridor") and MoGas business over the fair value of the net identifiable assets acquired. To comply with ASC 350, Intangibles - Goodwill and Other ("ASC 350"), the Company performed an impairment test for goodwill annually, or more frequently in the event that a triggering event had occurred. December 31st was the Company's annual testing date associated with its goodwill. The Company wrote off 100% of the goodwill balance as of December 31, 2022. J. Debt Discount and Debt Issuance Costs – Costs incurred for the issuance of new debt are capitalized and amortized into interest expense over the debt term. Issuance costs related to long-term debt are recorded as a direct deduction from the carrying amount of that debt liability, net of accumulated amortization. Issuance costs related to line-of-credit arrangements however, are presented as an asset instead of a direct deduction from the carrying amount of the debt. In accordance with ASC 470, Debt ("ASC 470"), the Company recorded its Convertible Notes at the aggregate principal amount, less discount. The Company is amortizing the debt discount over the life of the Convertible Notes as additional non-cash interest expense utilizing the effective interest method. Refer to Note 14 ("Debt") for additional information. K. Asset Retirement Obligations – The Company follows ASC 410-20, Asset Retirement Obligations ("ARO") , which requires that an asset retirement obligation associated with the retirement of a long-lived asset be recognized as a liability in the period in which it is incurred and becomes determinable, with an offsetting increase in the carrying amount of the associated asset. The Company measures changes in the ARO liability due to passage of time by applying an interest method of allocation to the amount of the liability at the beginning of the period. The increase in the carrying amount of the liability is recognized as an expense classified as an operating item in the Consolidated Statements of Operations, hereinafter referred to as ARO accretion expense. The Company periodically reassesses the timing and amount of cash flows anticipated associated with the ARO and adjusts the fair value of the liability accordingly under the guidance in ASC 410-20. The fair value of the obligation at the acquisition date was capitalized as part of the carrying amount of the related long-lived assets and is being depreciated over the asset's remaining useful life. The useful lives of most pipeline gathering systems are primarily derived from available supply resources and ultimate consumption of those resources by end users. Adjustments to the ARO resulting from reassessments of the timing and amount of cash flows will result in changes to the retirement costs capitalized as part of the carrying amount of the asset. Upon decommissioning of the ARO or a portion thereof, the Company reduces the fair value of the liability and recognizes a (gain) loss on settlement of ARO as an operating item in the Consolidated Statements of Operations for the difference between the liability and actual decommissioning costs incurred. If a reasonable estimate cannot be made at the time the liability is incurred, CorEnergy will record the liability when sufficient information is available to estimate the liability’s fair value. Certain of CorEnergy's asset retirement obligations are based on its legal obligation to perform remedial activity when it permanently ceases operations of the long-lived assets. CorEnergy therefore considers the settlement date of these obligations to be indeterminable. Accordingly, CorEnergy cannot calculate an associated asset retirement liability for these obligations at this time. CorEnergy will measure and recognize the fair value of these asset retirement obligations when the settlement date is determinable. As of and for the periods ended December 31, 2023 and 2022, the Company had no asset retirement obligations. On February 4, 2021, the Company disposed of the ARO upon providing the GIGS asset as partial consideration for the Crimson Transaction. Refer to Note 5 ("Leased Properties And Leases") for further details. L. Revenue Recognition – In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers ("ASU 2014-09" or "ASC 606"), which became effective for all public entities on January 1, 2018. ASC 606 supersedes previously existing revenue recognition standards with a single model unless those contracts are within the scope of other standards (e.g. leases). The model requires an entity to recognize as revenue the amount of consideration to which it expects to be entitled for the transfer of promised goods or services to customers. Specific recognition policies for the Company's revenue items are as follows: • Transportation and distribution revenue – The Company's contracts related to transportation and distribution revenue are primarily comprised of a mix of oil and natural gas supply, transportation and distribution performance obligations, as well as limited performance obligations related to system maintenance and improvement. Transportation revenues are recognized by Crimson and MoGas and distribution revenues are recognized by Omega and Omega Gas Marketing, LLC. ◦ Under the Company's oil and natural gas supply, transportation and distribution performance obligations, the customer simultaneously receives and consumes the benefit of the services as the commodities are delivered. Therefore, the transaction price is allocated proportionally over the series of identical performance obligations with each contract. 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) 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 ("CPI") escalators) in the case of the Company's distribution agreement. Based on the nature of the agreements, revenue for all but one of the Company's oil and 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. The Company has a contract with one customer, Spire, Inc. ("Spire"), that has fixed pricing which varies over the contract term. For this specific contract, the transaction price has been allocated ratably over the contractual performance obligation beginning in 2018 with the adoption of ASC 606. All invoicing is done in the month following service, with payment typically due a month from invoice date. • Pipeline loss allowance - The Company's crude oil transportation revenue includes amounts earned for pipeline loss allowance ("PLA"). PLA revenue, recorded within transportation revenue, represents the estimated realizable value of the earned loss allowance volumes received by the Company as applicable under the tariff or contract. As is common in the pipeline transportation industry, as crude oil is transported, the Company earns a small percentage of the crude oil volume transported to offset any measurement uncertainty or actual volumes lost in transit. The Company will settle the PLA with its shippers either in-kind or in cash. PLA received by the Company typically exceeds actual pipeline losses in transit and typically results in a benefit to the Company. For PLA volumes received in-kind, the Company records these in inventory. ◦ When PLA is paid in-kind, the barrels are valued at current market price less standard deductions, recorded as inventory and recognized as non-cash consideration revenue, concurrent with related transportation services. PLA paid in cash is treated in the same way as in-kind, but no inventory is created. In accordance with ASC 606, when control of the PLA volumes has been transferred to the purchaser, the Company records this as revenue at the contractual sales price within PLA revenue and PLA cost of revenues. ◦ Under a contract with the Department of Defense ("DOD"), gas sales and cost of gas sales are presented on a net basis in the transportation and distribution revenue line. The Company continues to present the gas sales and cost of gas sales on a net basis upon adoption of ASC 606. • Pipeline loss allowance subsequent sales and cost of revenue - PLA volumes received in-kind by the Company that are initially recorded in inventory and subsequently sold are recorded in pipeline loss allowance subsequent sales at the market price less standard deductions for which they are contractually sold. At the time of the sale, the cost of the PLA volumes sold are expensed in pipeline loss allowance subsequent sales cost of revenue based on the carrying value of those volumes, which is valued using an average costing method at the lower of cost or net realizable value. • Financing revenue – Historically, financing notes receivable have been considered a core product offering and therefore the related income is presented as a component of operating income. For increasing rate loans, base interest income is recorded ratably over the life of the loan, using the effective interest rate. The net amount of deferred loan origination income and costs are amortized on a straight-line basis over the life of the loan and reported as an adjustment to yield in financing revenue. Participating financing revenues are recorded when specific performance criteria have been met. • Lease revenue – Refer to Note 5 ("Leased Properties And Leases") , for the Company's lease revenue recognition policy. M. Transportation and distribution expense – Included here are Crimson's cost of operating and maintaining the crude oil pipelines, MoGas' costs of operating and maintaining the natural gas transmission line, and Omega's costs of operating and maintaining the natural gas distribution system. These costs are incurred both internally and externally. The internal costs relate to system control, pipeline operations, maintenance, insurance and taxes. Other internal costs include payroll for employees associated with gas control, field employees and management. The external costs consist of professional services such as audit and accounting, legal and regulatory and engineering. Under the Company's contract with the DOD, amounts paid by Omega for gas and propane are netted against sales and are presented in the transportation and distribution revenue line. See paragraph (M) above. N. Other Income Recognition – Specific policies for the Company's other income items are as follows: • Net distributions and other income – Includes interest income earned on the Company's money market instruments and distributions and dividends from historical investments. Distributions and dividends from investments were recorded on their ex-dates and were reflected as other income within the accompanying Consolidated Statements of Operations. Distributions received from the Company's investments were generally characterized as ordinary income, capital gains and distributions received from investment securities. The portion characterized as return of capital was paid by the Company's investees from their cash flow from operations. The Company recorded investment income, capital gains and distributions received from investment securities based on estimates made at the time such distributions were received. Such estimates were based on information available from each company and other industry sources. These estimates may have subsequently been revised based on information received from the entities after their tax reporting periods were concluded, as the actual character of these distributions was not known until after the fiscal year end of the Company. • Net realized and unrealized gain (loss) from investments – Securities transactions were accounted for on the date the securities were purchased or sold. Realized gains and losses were reported on an identified cost basis. The Company recorded investment income and return of capital based on estimates made at the time such distributions were received. Such estimates were based on information available from the portfolio company and other industry sources. These estimates may have subsequently been revised based on information received from the portfolio company after their tax reporting periods were concluded, as the actual character of these distributions were not known until after the Company's fiscal year end. O. Asset Acquisition Expenses – Costs incurred in connection with the research of real property acquisitions not accounted for as business combinations are expensed until it is determined that the acquisition of the real property is probable. Upon such determination, costs incurred in connection with the acquisition of the property are capitalized as described in paragraph (C) above. Deferred costs related to an acquisition that the Company has determined, based on management's judgment, not to pursue are expensed in the period in which such determination is made. Costs incurred in connection with a business combination are expensed as incurred. P. Offering Costs – Offering costs related to the issuance of common or preferred stock are charged to additional paid-in capital when the stock is issued. Q. Stock-based Compensation - The fair value of share-based payments is estimated using the quoted market price of the Company's common stock and pricing models as of the date of grant as further discussed in Note 15 ("Stockholders' Equity"). The resulting cost is recognized on a straight-line basis over the period during which an employee is required to provide service in exchange for the awards, usually the vesting period. Forfeitures are accounted for in the period in which they occur. In addition to service-based awards, the Company grants fully vested Common Stock to the Board and certain members of the executive team. R. Earnings (Loss) Per Share – Subsequent to the issuance of our Class B Common Stock in July of 2021, the Company applies the two-class method for calculating and presenting earnings (loss) per common share. The two-class method is an earnings allocation formula that determines earnings per share for each class of common stock according to dividends declared or accumulated and participation rights in undistributed earnings and losses of all participating securities. Under this method: i. Income or loss from continuing operations (“net income”) is reduced by the amount of dividends declared in the current period for each class of stock and by the contractual amount of dividends that must be accumulated for the current period. ii. The remaining earnings or loss (“undistributed earnings or loss”) are allocated to the participating securities to the extent each security may share in earnings as if all the earnings or losses for the period had been distributed. iii. The total distributed and undistributed earnings and losses are allocated to each participating security which is then divided by the number of weighted average outstanding shares of the participating security to which the earnings are allocated to determine the earnings or loss per share for the participating security. iv. Basic and diluted net income or loss per share data are presented for each class of common stock. In applying the two-class method, the Company determined undistributed earnings and losses should be allocated equally on a pro rata basis between the Common Stock and the Class B Common Stock due to the contractual participation rights of the Class B Common Stock which participate pari-passu with Common Stock in regard to undistributed earnings and losses. S. Federal and State Income Taxation – The Company is treated as a REIT for federal income tax purposes. Because certain of its assets may not produce REIT-qualifying income or be treated as interests in real property, those assets are held in wholly-owned taxable REIT subsidiaries ("TRSs") in order to limit the potential that such assets and income could prevent the Company from qualifying as a REIT. As a REIT, the Company holds and operates certain of its assets through one or more wholly-owned TRSs. The Company's use of TRSs enables it to continue to engage in certain businesses while complying with REIT qualification requirements and also allows it to retain income generated by these businesses for reinvestment without the requirement of distributing those earnings. In the future, the Company may elect to reorganize and transfer certain assets or operations from its TRSs to the Company or other subsidiaries, including qualified REIT subsidiaries. The Company's other investments were limited partnerships or limited liability companies which were treated as partnerships for federal and state income tax purposes. As a limited partner, the Company reported its allocable share of taxable income in computing its own taxable income. To the extent held by a TRS, the TRS's tax expense or benefit was included in the Consolidated Statements of Operations based on the component of income or gains and losses to which such expense or benefit related. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A valuation allowance is recognized if, based on the weight of available evidence, it is more likely than not that some portion or all of the deferred income tax asset will not be realized. It is expected that for the year ended December 31, 2023, and future periods, any deferred tax liability or asset generated will be related entirely to the assets and activities of the Company's TRSs. If the Company ceased to qualify as a REIT, the Company, as a C corporation, would be obligated to pay federal and state income tax on its taxable income. T. Recent Accounting Pronouncements – In June of 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses ("ASU 2016-13"), which introduces an approach based on expected losses to estimate credit losses on certain types of financial instruments. The new model, referred to as the current expected credit losses 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 collectability 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 December 31, 2023 the Company's calculated allowance for credit losses was immaterial. Financing note receivable - Refer to Note 6 ("Financing Notes Receivable") for further discussion. The Company utilized the modified retrospective approach for implementation and recorded a $50 thousand cumulative-effect adjustment to beginning retained earnings as of January 1, 2023. Other receivable |
HELD-FOR-SALE
HELD-FOR-SALE | 12 Months Ended |
Dec. 31, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
HELD-FOR-SALE | HELD-FOR-SALE MoGas Pipeline and Omega Pipeline Systems As of December 31, 2023, the Company's MoGas and Omega pipeline systems were classified as assets and liabilities held-for-sale. On January 19, 2024, CorEnergy closed the sale of its MoGas and Omega pipeline systems to Spire Midstream, a subsidiary of Spire Inc. (NYSE: SR), in an all-cash transaction for $175.0 million, plus post close working capital adjustments. At closing, CorEnergy repaid and terminated the Crimson Credit Facility, for a total of $108.5 million. Subsequent to this transaction, Crimson is the sole remaining operation of CorEnergy. The pre-tax profit from the disposal group held for sale is summarized in the table below for each period the statement of operations is presented: For the Year Ended December 31, 2023 December 31, 2022 Pre-tax profit (1) $ 1,549,567 $ 4,570,194 Allocated interest related to the sale to repay the Crimson Credit Facility 10,494,076 6,335,303 (1) The Company was 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 sale and repayment of the Crimson Credit Facility. Held-for-Sale Balance Sheet December 31, 2023 Assets (Unaudited) Property and equipment, net of accumulated depreciation of $30,077,502 $ 99,230,819 Leased property, net of accumulated depreciation of $309,778 1,216,249 Cash and cash equivalents 225,000 Accounts and other receivables 3,058,685 Inventory 146,042 Prepaid expenses and other assets 1,245,876 Operating right-of-use assets 107,925 Total Assets $ 105,230,596 Liabilities Accounts payable and other accrued liabilities 638,187 Operating lease liability 27,792 Deferred tax liability, net (1) 631,480 Unearned revenue 4,671,762 Total Liabilities $ 5,969,221 (1) The deferred tax assets and liabilities are recorded within certain parent entities that are not part of the disposal group, however, because the balances were generated from the operations of the disposal group, the Company has included them net within liabilities held-for-sale on the Consolidated Balance Sheet. |
TRANSPORTATION AND DISTRIBUTION
TRANSPORTATION AND DISTRIBUTION REVENUE | 12 Months Ended |
Dec. 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. Refer to Note 2 ("Significant Accounting Policies") for additional details on the Company's revenue recognition policies under ASC 606. 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 midstream transportation and distribution services are performed. The transaction price is calculated based on (i) CPUC and FERC regulated rates or negotiated rates in the case of transportation agreements, (ii) index price, plus a contractual markup in the case of natural gas supply agreements (considered variable due to fluctuations in the index), and (iii) contracted amounts (with annual CPI escalators) in the case of the Company's distribution agreement. The Company's crude oil transportation revenue also includes amounts earned for pipeline loss allowance ("PLA"), which 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", when control of the PLA volumes has 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) December 31, 2023 December 31, 2022 Beginning Balance January 1 $ 5,927,873 $ 5,339,364 Unrecognized Performance Obligations 187,024 1,175,824 Recognized Performance Obligations (1,052,386) (587,315) Ending Balance (2) $ 5,062,511 $ 5,927,873 (1) As of December 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, 2022, the contract liability balance was included in unearned revenue in the Consolidated Balance Sheets. (2) As of December 31, 2023, the contract liability balance for MoGas and Omega was $4.7 million and is recorded in liabilities held-for-sale on the Consolidated Balance Sheets. The Company's contract asset balances were immaterial as of both December 31, 2023 and 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 December 31, 2023, the remaining unamortized deferred contract costs balance was $735 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 December 31, 2023 and December 31, 2022, respectively. The following is a breakout of the Company's transportation and distribution revenue for the years ended December 31, 2023, 2022 and 2021: For the Years Ended December 31, 2023 2022 2021 Crude oil transportation revenue $ 96,442,533 81.4 % $ 100,710,014 82.3 % $ 96,253,911 81.7 % Natural gas transportation contracts 14,692,804 12.4 % 15,415,891 12.6 % 15,222,145 12.9 % Natural gas distribution contracts 5,056,283 4.3 % 4,899,750 4.0 % 4,785,548 4.1 % Other 2,268,879 1.9 % 1,341,500 1.1 % 1,593,760 1.3 % Total $ 118,460,499 100.0 % $ 122,367,155 100.0 % $ 117,855,364 100.0 % |
LEASED PROPERTIES AND LEASES
LEASED PROPERTIES AND LEASES | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
LEASED PROPERTIES AND LEASES | LEASED PROPERTIES AND LEASES Prior to 2021, the Company primarily acquired midstream and downstream assets in the U.S. energy sector such as pipelines, storage terminals, and gas and electric distribution systems, and, historically, leased many of these assets to operators under triple-net leases. The Company's leased property was classified as an operating lease and was recorded as leased property in the Consolidated Balance Sheets. Base rent related to the Company's leased property was recognized on a straight-line basis over the term of the lease when collectability was probable. Participating rent was recognized when it was earned, based on the achievement of specified performance criteria. Base and participating rent were recorded as lease revenue in the Consolidated Statements of Operations. The Company regularly evaluated the collectability of any deferred rent receivable on a lease-by-lease basis. The evaluation primarily included assessment of the financial condition and credit quality of the Company's tenants, changes in tenants' payment history and current economic factors. When the collectability of the deferred rent receivable or future lease payments were no longer probable, the Company recognized a write-off of the deferred rent receivable as a reduction of revenue in the Consolidated Statements of Operations. The Company divested the last of its material leased assets, including GIGS on February 4, 2021. LESSOR - LEASED PROPERTIES Beginning in 2019, the Company concluded that Omega's long-term contract with the DOD to provide natural gas distribution to Fort Leonard Wood through the Omega Pipeline System meets the definition of a lease under ASC 842. Omega is the lessor in the contract and the lease is classified as an operating lease. The Company noted the non-lease component is the predominant component in the lease, and the timing and pattern of transfer of the lease component and the associated non-lease component are the same. As discussed in Note 2 ("Significant Accounting Policies"), the Company elected not to separate lease and related non-lease components if the non-lease components otherwise would be accounted for in accordance with the revenue standard under ASC 606; therefore, the Company continues to account for the DOD contract under the revenue standard. In the second quarter of 2019, the Company started a system improvement project on Omega's pipeline distribution system, which is considered a "built to suit" transaction under ASC 842. The system improvement project is a separate lease component and the DOD is deemed to control the system improvement due to certain contract provisions. As a result, the Company accounted for the costs of the system improvement as a financing arrangement, which is included in accounts and other receivables in the Consolidated Balance Sheets. The margin the Company earned on the system improvement project is a non-lease component accounted for under the revenue standard. Refer to Note 2 ("Significant Accounting Policies") for further details. LESSEE - LEASED PROPERTIES The Company's operating subsidiaries currently lease land, corporate office space, single-use office space and equipment. During 2022, Crimson entered into a new corporate office lease that commenced upon possession of the property on April 15, 2023. No lease payments are due for the first year. During September 2023, the Company extended the lease for the CorEnergy corporate office, which will be effective December 2023 through May 2024. During December 2023, the Company extended the lease for the Denver corporate office, which will be effective March 2024 through February 2025. The Company's leases are classified as operating leases and presented as operating right-of-use assets (assets held-for-sale for MoGas and Omega) and operating lease liabilities (liabilities held-for-sale for MoGas and Omega) on the Consolidated Balance Sheets as of December 31, 2023. 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 years ended December 31, 2023 and 2022: For the Year Ended December 31, 2023 December 31, 2022 Lease cost: Operating lease cost $ 1,622,853 $ 1,786,402 Other Information: Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows paid on operating leases $ 1,269,790 $ 1,783,822 Supplemental disclosure of non-cash leasing activities: Right-of-use assets obtained in exchange for new operating lease liabilities (1) $ 336,656 $ 66,385 (1) Includes lease extensions Variable lease costs were immaterial for the years ended December 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: December 31, 2023 December 31, 2022 Weighted-average remaining lease term - operating leases (in years) 9.8 11.0 Weighted-average discount rate - operating leases 8.50 % 7.45 % The following table reflects the undiscounted cash flows for future minimum lease payments under non-cancellable operating leases reconciled to the Company's lease liabilities on our Consolidated Balance Sheet as of December 31, 2023: For the Years Ending December 31, Operating Leases 2024 976,299 2025 1,011,878 2026 942,903 2027 952,464 2028 967,093 Thereafter 4,737,344 Total 9,587,981 Less: Present Value Discount 3,079,496 Operating Lease Liabilities (1) $ 6,508,485 (1) includes the operating lease liabilities of MoGas of $27,792, which was included in Held-for-Sale as of December 31, 2023. See Note 3 ("Held-For-Sale"). |
LEASED PROPERTIES AND LEASES | LEASED PROPERTIES AND LEASES Prior to 2021, the Company primarily acquired midstream and downstream assets in the U.S. energy sector such as pipelines, storage terminals, and gas and electric distribution systems, and, historically, leased many of these assets to operators under triple-net leases. The Company's leased property was classified as an operating lease and was recorded as leased property in the Consolidated Balance Sheets. Base rent related to the Company's leased property was recognized on a straight-line basis over the term of the lease when collectability was probable. Participating rent was recognized when it was earned, based on the achievement of specified performance criteria. Base and participating rent were recorded as lease revenue in the Consolidated Statements of Operations. The Company regularly evaluated the collectability of any deferred rent receivable on a lease-by-lease basis. The evaluation primarily included assessment of the financial condition and credit quality of the Company's tenants, changes in tenants' payment history and current economic factors. When the collectability of the deferred rent receivable or future lease payments were no longer probable, the Company recognized a write-off of the deferred rent receivable as a reduction of revenue in the Consolidated Statements of Operations. The Company divested the last of its material leased assets, including GIGS on February 4, 2021. LESSOR - LEASED PROPERTIES Beginning in 2019, the Company concluded that Omega's long-term contract with the DOD to provide natural gas distribution to Fort Leonard Wood through the Omega Pipeline System meets the definition of a lease under ASC 842. Omega is the lessor in the contract and the lease is classified as an operating lease. The Company noted the non-lease component is the predominant component in the lease, and the timing and pattern of transfer of the lease component and the associated non-lease component are the same. As discussed in Note 2 ("Significant Accounting Policies"), the Company elected not to separate lease and related non-lease components if the non-lease components otherwise would be accounted for in accordance with the revenue standard under ASC 606; therefore, the Company continues to account for the DOD contract under the revenue standard. In the second quarter of 2019, the Company started a system improvement project on Omega's pipeline distribution system, which is considered a "built to suit" transaction under ASC 842. The system improvement project is a separate lease component and the DOD is deemed to control the system improvement due to certain contract provisions. As a result, the Company accounted for the costs of the system improvement as a financing arrangement, which is included in accounts and other receivables in the Consolidated Balance Sheets. The margin the Company earned on the system improvement project is a non-lease component accounted for under the revenue standard. Refer to Note 2 ("Significant Accounting Policies") for further details. LESSEE - LEASED PROPERTIES The Company's operating subsidiaries currently lease land, corporate office space, single-use office space and equipment. During 2022, Crimson entered into a new corporate office lease that commenced upon possession of the property on April 15, 2023. No lease payments are due for the first year. During September 2023, the Company extended the lease for the CorEnergy corporate office, which will be effective December 2023 through May 2024. During December 2023, the Company extended the lease for the Denver corporate office, which will be effective March 2024 through February 2025. The Company's leases are classified as operating leases and presented as operating right-of-use assets (assets held-for-sale for MoGas and Omega) and operating lease liabilities (liabilities held-for-sale for MoGas and Omega) on the Consolidated Balance Sheets as of December 31, 2023. 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 years ended December 31, 2023 and 2022: For the Year Ended December 31, 2023 December 31, 2022 Lease cost: Operating lease cost $ 1,622,853 $ 1,786,402 Other Information: Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows paid on operating leases $ 1,269,790 $ 1,783,822 Supplemental disclosure of non-cash leasing activities: Right-of-use assets obtained in exchange for new operating lease liabilities (1) $ 336,656 $ 66,385 (1) Includes lease extensions Variable lease costs were immaterial for the years ended December 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: December 31, 2023 December 31, 2022 Weighted-average remaining lease term - operating leases (in years) 9.8 11.0 Weighted-average discount rate - operating leases 8.50 % 7.45 % The following table reflects the undiscounted cash flows for future minimum lease payments under non-cancellable operating leases reconciled to the Company's lease liabilities on our Consolidated Balance Sheet as of December 31, 2023: For the Years Ending December 31, Operating Leases 2024 976,299 2025 1,011,878 2026 942,903 2027 952,464 2028 967,093 Thereafter 4,737,344 Total 9,587,981 Less: Present Value Discount 3,079,496 Operating Lease Liabilities (1) $ 6,508,485 (1) includes the operating lease liabilities of MoGas of $27,792, which was included in Held-for-Sale as of December 31, 2023. See Note 3 ("Held-For-Sale"). |
FINANCING NOTES RECEIVABLE
FINANCING NOTES RECEIVABLE | 12 Months Ended |
Dec. 31, 2023 | |
Receivables [Abstract] | |
FINANCING NOTES RECEIVABLE | FINANCING NOTES RECEIVABLE Financing notes receivable are presented at face value plus accrued interest receivable and deferred loan origination costs, and net of related direct loan origination income. Each quarter, the Company reviews its financing notes receivable to determine if the balances are realizable based on factors affecting the collectability of those balances. Factors may include credit quality, timeliness of required periodic payments, past due status, and management discussions with obligors. The Company evaluates the collectability of both interest and principal of each of its loans to determine if an allowance is needed. Four Wood Corridor Financing Notes Receivable On 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 provides saltwater disposal services for the oil and natural gas industry (the "Compass REIT Loan"). Subsequent to the 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 December 31, 2023 and December 31, 2022, the Compass REIT Loan balance was $607 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 December 31, 2023, there were no past due payments associated with the Compass REIT Loan. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 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 December 31, 2023 and 2022, are as follows: Deferred Tax Assets and Liabilities December 31, 2023 December 31, 2022 Deferred Tax Assets: Deferred contract revenue $ — $ 1,230,985 Net operating loss carryforwards 206,630 7,027,439 Capital loss carryforward — 92,418 Other — 338 Sub-total $ 206,630 $ 8,351,180 Valuation allowance — (5,168,148) Sub-total $ 206,630 $ 3,183,032 Deferred Tax Liabilities: Cost recovery of fixed assets $ — $ (4,386,744) Other — (88,588) Sub-total $ — $ (4,475,332) Total net deferred tax asset (liability) $ 206,630 $ (1,292,300) Deferred Tax Assets and Liabilities - Held-For-Sale December 31, 2023 Deferred Tax Assets: Deferred contract revenue $ 1,062,314 Net operating loss carryforwards 7,513,823 Capital loss carryforward 92,418 Other 282 Sub-total $ 8,668,837 Valuation allowance (3,589,514) Sub-total $ 5,079,323 Deferred Tax Liabilities: Cost recovery of leased and fixed assets $ (5,604,576) Other (106,227) Sub-total $ (5,710,803) Total net deferred tax liability (1) $ (631,480) (1) The deferred tax liability is recorded within certain parent entities that are not part of the disposal group, however, because 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 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 December 31, 2023 and 2022, the Company had no uncertain positions. Tax years subsequent to the year ended December 31, 2019, re main open to examination by federal and state tax authorities. As of December 31, 2023 and 2022, the TRSs had cumulative net operating loss carryforwards ("NOL") of $31.9 million a nd $29.2 million, respectively. Net operating losses of $31.7 million generated during the years ended December 31, 2023, 2022, 2021, 2020, 2019, and 2018 may be carried forward indefinitely, subject to limitation. Net operating losses generated for years prior to December 31, 2018 may be carried forward for 20 years. If not utilized, the net operating loss of $155 thousand will expire in the year ending December 31, 2037. The Company also has a capital loss carryforward of $440 thousand as of December 31, 2023 and 2022, respectively, which if not utilized, will expire as of December 31, 2024. Management assessed the available evidence and determined that it is more likely than not that the capital loss carryforwards 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 December 31, 2023 and December 31, 2022. Additionally, the Company determined that certain of the federal and state NOLs may not be utilized prior to their expiration. Due to the uncertainty of realizing these deferred tax assets, a valuation allowance of $3.5 million was recorded as of December 31, 2023 and $5.2 million as of December 31, 2022. 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. Total income tax expense (benefit) differs from the amount computed by applying the federal statutory income tax rate of 21% for the years ended December 31, 2023, 2022 and 2021, to income or loss from operations and other income and expense for the years presented, as follows: Income Tax Expense (Benefit) For the Years Ended December 31, 2023 2022 2021 Application of statutory income tax rate $ (56,874,018) $ (2,327,764) $ (278,726) State income taxes, net of federal tax benefit 77,878 68,320 681,342 Income of Real Estate Investment Trust not subject to tax 57,537,442 2,664,761 532,952 Increase (decrease) in valuation allowance (1,578,634) 1,276,806 3,159,313 Other (3,311) (10,212) (20,122) Total income tax expense (benefit) $ (840,643) $ 1,671,911 $ 4,074,759 Total income taxes are computed by applying the federal statutory rate of 21% plus a blended state income tax rate. For the years ended December 31, 2023, 2022 and 2021, all of the income tax expense (benefit) presented above relates to the assets and activities held in the Company's TRSs. The components of income tax expense (benefit) include the following for the periods presented: Components of Income Tax Expense (Benefit) For the Years Ended December 31, 2023 2022 2021 Current tax expense (benefit) Federal $ 13,605 $ 141,544 $ (7,154) State (net of federal tax benefit) 13,203 31,783 5,623 Total current tax expense (benefit) $ 26,808 $ 173,327 $ (1,531) Deferred tax expense Federal $ (273,901) $ 947,036 $ 3,400,571 State (net of federal tax benefit) (593,550) 551,548 675,719 Total deferred tax expense (benefit) $ (867,451) $ 1,498,584 $ 4,076,290 Total income tax expense (benefit), net $ (840,643) $ 1,671,911 $ 4,074,759 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | PROPERTY AND EQUIPMENT Property and equipment consist of the following: Property and Equipment December 31, 2023 December 31, 2022 Land $ 22,561,080 $ 24,989,784 Crude oil pipelines 29,226,307 185,047,367 Natural gas pipeline — 105,322,987 Right-of-way agreements 16,922,336 87,206,374 Pipeline related facilities 5,490,639 42,647,864 Tanks 6,227,632 33,092,825 Construction work in progress 98,822 10,495,266 Vehicles and trailers and other equipment 985,415 2,684,993 Office equipment and computers 660,718 1,569,698 Gross property and equipment $ 82,172,949 $ 493,057,158 Less: accumulated depreciation (87,102) (52,908,191) Net property and equipment $ 82,085,847 $ 440,148,967 During the fourth quarter of 2023, as a result of continued declining volumes transported and increasing expenses on the Crimson system, as well as the challenges associated with the implementation of the Company’s tariff rate cases, the Company performed a reassessment of useful lives of its assets and asset groups. As a result, the Company reduced the useful lives of its crude oil pipelines from 35 years to 25 years, thereby increasing depreciation expense subsequent to the change. Depreciation expense was $14.1 million, $16.0 million, and $14.7 million for the years ended December 31, 2023, 2022 and 2021, respectively. During the fourth quarter of 2023, the Company identified certain impairment indicators associated with its Crimson asset groups, including a severe decline in the Company's outlook and market conditions including continued declining volumes transported and increasing expenses on the Crimson system, as well as challenges associated with the implementation of the Company’s tariff rate cases. The Company also considered disclosures by certain public upstream oil producers that have cited regulatory challenges and obstacles in California that led to identification of impairment indicators. As an operator of midstream assets, the Company’s future results of operations may be materially impacted by direct or indirect factors that influence the Company’s customers that operate upstream assets. As a result of our impairment review, including the determination that the carrying value of the asset groups were not recoverable, we wrote off the portion of the carrying amount of these long-lived assets that exceeded their fair value. We recognized an impairment loss of $258.3 million, which amount is reflected in “Loss on impairment of long-lived assets” on our Consolidated Statements of Operations. Our estimated fair value of the asset groups, which we consider a Level 3 measurement in the fair value hierarchy, was primarily based on a discounted cash flow approach utilizing various assumptions and the application of a discount rate of approximately 12%, which represents our estimate of the cost of capital of a theoretical market participant for the asset groups. Such assumptions included (but were not limited to) (i) projected volumes transported on the Company's pipelines, (ii) projected tariff rates, (iii) estimated operating costs and (iv) the discount rate applied to the projected cash flows. The Company also utilized across the fence and replacement cost methods to determine fair value for certain asset categories within the asset groups. Held-for-sale property and equipment consist of the following: Property and Equipment December 31, 2023 Land $ 686,330 Natural gas pipeline 105,387,405 Right-of-way agreements 22,047,174 Vehicles, trailers and other equipment 880,447 Office equipment and computers 268,560 Construction work in process 38,405 Gross Property and equipment $ 129,308,321 Less: accumulated depreciation (30,077,502) Net property and equipment $ 99,230,819 |
GOODWILL
GOODWILL | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL | GOODWILL Goodwill represents the excess of the purchase price over the fair value of net identifiable assets on acquisition of a business. The carrying value of goodwill is not amortized, rather, it is assessed for impairment annually, or more frequently if events or changes in circumstances arise that suggest the carrying value of goodwill may be impaired. The Company performs its annual impairment test of the carrying value of goodwill on December 31 of each year. Triggering events that potentially warrant an interim goodwill impairment test include, among other factors, declines in historical or projected revenue, operating income or cash flows, and sustained declines in the Company’s stock price or market capitalization, considered both in absolute terms and relative to peers. Based on sustained declines in the trading price of our common stock and other securities with an established trading market, we performed a Step 1 interim quantitative goodwill impairment test as of September 30, 2022, primarily using a market approach to determine the fair value of our reporting units. This assessment involved determining the fair value of our reporting units and comparing those values to the carrying value of each corresponding reporting unit. The carrying values of the reporting units exceeded their fair value and the goodwill impairment was measured at the amount by which the reporting unit’s carrying value exceeded its fair value, limited to a maximum of the goodwill recorded at each reporting unit. Fair value of our reporting units were primarily estimated using earnings multiples techniques as well as a reconciliation of our consolidated market capitalization to the fair value of all reporting units. The determination of fair value using the earnings multiples technique requires significant assumptions to be made in relation to the appropriateness of earnings multipliers for reporting units and other qualitative factors associated with our reporting units and business activities. As a result of this testing, we recorded a goodwill impairment charge of $16.2 million during the year ended December 31, 2022, which was included as a discrete line item on the Consolidated Statement of Operations. The $16.2 million goodwill impairment charge was comprised of $14.5 million associated with the Corridor reporting unit and $1.7 million associated with the MoGas reporting unit. As of December 31, 2022, there was no remaining goodwill recorded and therefore no additional goodwill subject to future risk of additional impairment. |
CONCENTRATIONS
CONCENTRATIONS | 12 Months Ended |
Dec. 31, 2023 | |
Risks and Uncertainties [Abstract] | |
CONCENTRATIONS | CONCENTRATIONS The Company has customer concentrations through several major customers that have contracted transportation revenues. Concentrations consist of the following: 2023 2022 2021 Percent of Revenues Percent of Revenues Percent of Revenues Phillips 66 13 % 11 % 12 % Shell Trading US Company 13 % 14 % 17 % Chevron Products Company 14 % 18 % 20 % PBF Holding Company 18 % 15 % 13 % Valero 10 % 7 % 5 % Spire 5 % 6 % 6 % Ameren Energy 4 % 4 % 4 % Department of Defense 5 % 4 % 4 % |
MANAGEMENT AGREEMENT
MANAGEMENT AGREEMENT | 12 Months Ended |
Dec. 31, 2023 | |
Agreements [Abstract] | |
MANAGEMENT AGREEMENT | MANAGEMENT AGREEMENT On February 4, 2021, the Company entered into a Contribution Agreement with the Contributors and Corridor, the Company's former external manager. Consummation of the transaction contemplated in the Contribution Agreement resulted in the Internalization of Corridor, which was approved by stockholders on June 29, 2021. On June 29, 2021, the CorEnergy stockholders approved the Internalization. The Internalization transaction was completed on July 6, 2021. Pursuant to the Contribution Agreement, the Company issued to the Contributors, based on each Contributor's percentage ownership in Corridor, the Internalization Consideration. As a result of the Internalization transaction, the Company now (i) owns all material assets of Corridor used in the conduct of the business, and (ii) is managed by officers and employees who previously worked for Corridor, and have become employees of the Company. Both the Management Agreement and the Administrative Agreement are no longer in effect upon the closing of the Internalization transaction. Additional information on the Internalization Transaction can be found in our Current Report on Form 8-K filed with the SEC on July 12, 2021. Contemporaneously with the execution of the Contribution Agreement, the Company and Corridor entered into the First Amendment (the "First Amendment") to the Management Agreement that had the effect, beginning February 1, 2021, of (i) eliminating the management fee, (ii) providing a one-time, $1.0 million advance to Corridor to fund bonus payments to its employees in connection with the Internalization and (iii) providing payments to Corridor for actual employee compensation and office related expenses. Further, the First Amendment provided that, beginning April 1, 2021, the Company paid Corridor additional cash fees equivalent to the aggregate amount of all distributions that would accrue, if declared, on and after such date with respect to the securities to be issued as the Internalization Consideration pursuant to the Contribution Agreement (an amount, assuming payment on a cash basis equal to approximately $172 thousand per quarter). This agreement was in effect until the closing of the Internalization on July 6, 2021. The Company paid $53 thousand for declared dividends under this agreement. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Chapter 11 Bankruptcy On February 25, 2024, the Company filed a voluntary petition to commence proceedings under Chapter 11 of the Bankruptcy Code in the Bankruptcy Court. See Note 1 ("Introduction And Basis Of Presentation") under the heading "Chapter 11 Bankruptcy" for more information regarding the Chapter 11 Case. Assuming the Plan of Reorganization is confirmed, the reorganized company will assume all of the Company's existing employment agreements . 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. In June 2016, Crimson discovered a leak on its Ventura pipeline located in Ventura County, California, at which time Crimson began remediation of the observed release and concurrently took the pipeline out of service. The pipeline was properly repaired and returned to service in June 2016. The remediation efforts are complete, the affected area has been restored, and Crimson has implemented a monitoring program for the area. In November 2018, Crimson was notified by the California State Water Resources Board of a Forthcoming Assessment of Administrative Civil Liability concerning alleged violations of the California Water Code related to this incident. Through pre-enforcement settlement discussion, Crimson and the California State Water Board reached a settlement requiring Crimson to pay a penalty, which, in connection with final approval from the State of California, was set at $330 thousand, (including incidental charges) and was paid during the year ended December 31, 2021. Pursuant to such settlement, Crimson also must annually perform certain ongoing monitoring obligations related to the condition of the affected barranca. Additionally, in July 2020 Crimson entered into a Stipulation of Final Judgment related to the same incident with the Ventura County, California Department of Fish and Wildlife, Office of Oil Spill Response, pursuant to which Crimson agreed to pay penalties of $900 thousand plus reimbursement of certain investigative costs. Half of this settlement was paid during 2020 prior to the Crimson Transaction, and the remainder was paid during the three months ended September 30, 2021. 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 first quarter of 2023, the Company approved a restructuring plan associated with changes in management structure and the corresponding reorganization of Crimson management. The Company recognized restructuring expense of $2.6 million during the year ended December 31, 2023. These costs are recorded in transportation and distribution expense and in general and administrative expense to these restructuring costs was $172 thousand, which is recorded in accounts payable and other accrued liabilities on the Consolidated Balance Sheets. 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 with such amount not tied to the Company’s operating performance or stock price. The Cash Units vest over three years, with 1/3 vesting on March 15th each year. The expense related to these awards was $541 thousand for the year ended December 31, 2023. Dividends in Arrears 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 dividend payments. As of December 31, 2023, the Company had $9.6 million in cumulative unpaid dividends related to its Series A Preferred Stock. The preferred return on the Crimson A-1 Units are pari passu to the Series A Preferred Stock dividends. As of December 31, 2023, the Company had $3.2 million in cumulative unpaid distributions related to the Crimson Class A-1 Units. The Company expects that the Chapter 11 reorganization will extinguish all claims related to the foregoing unpaid dividends and distributions. 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 | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE | FAIR VALUE The following section describes the valuation methodologies used by the Company to estimate fair value of financial instruments for disclosure purposes only, as required under disclosure guidance related to the fair value of financial instruments. Property and Equipment — During the fourth quarter of 2023, the Company impaired its' Crimson assets. The Company did not have any impairments of long-lived assets measured at fair value on a nonrecurring basis to report in 2022. As of December 31, 2023, the Company had assets measured at fair value on a nonrecurring basis using Level 3 unobservable inputs of $82.1 million. Refer to Note 8 ("Property and Equipment") for further discussion on the factors that led to the impairment. 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. 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 Convertible 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 December 31, 2023 December 31, 2022 Carrying Amount (1) Fair Value Carrying Amount (1) Fair Value Financial Assets: 5.875% Convertible Notes Level 2 116,981,229 70,770,975 116,323,530 79,093,500 (1) The carrying value of debt balances are presented net of unamortized original issuance discount and debt issuance costs. |
DEBT
DEBT | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
DEBT | DEBT The following is a summary of debt facilities and balances as of December 31, 2023 and 2022: Total Commitment Quarterly Principal Payments (2) December 31, 2023 December 31, 2022 Maturity Amount Outstanding Interest Amount Outstanding Interest Crimson Secured Credit Facility: Crimson Revolver $ 50,000,000 5/3/2024 $ 50,000,000 10.18 % $ 35,000,000 8.41 % Crimson Term Loan 80,000,000 3,000,000 5/3/2024 56,000,000 10.20 % 66,000,000 8.22 % Crimson Uncommitted Incremental Credit Facility 25,000,000 5/3/2024 — — % — — % 5.875% Convertible Notes 120,000,000 — 8/15/2025 118,050,000 5.875 % 118,050,000 5.875 % Total Debt $ 224,050,000 $ 219,050,000 Less: Unamortized deferred financing costs on 5.875% Convertible Notes $ 135,316 $ 218,587 Unamortized discount on 5.875% Convertible Notes 933,455 1,507,883 Unamortized deferred financing costs on Crimson Term Loan (1) 163,980 665,547 Long-term debt, net of deferred financing costs $ 222,817,249 $ 216,657,983 Debt due within one year (2) $ 224,050,000 $ 10,000,000 (1) Unamortized deferred financing costs related to the Company's revolving credit facility are included in Deferred Costs in the Assets section of the Consolidated Balance Sheets. (2) Debt due within one year from December 31, 2023 includes $118.1 million of Convertible Notes due to a default subsequent to year end. Crimson Credit Facility The Crimson Credit Facility provided borrowing capacity of up to $155.0 million, consisting of: a $50.0 million revolving credit facility ("Crimson Revolver"), an $80.0 million term loan ("Crimson Term Loan") and an uncommitted incremental credit facility of $25.0 million. On September 14, 2022, the borrowers completed the first amendment to the Amended and Restated Credit Agreement, which replaced the use of a LIBOR reference rate with the Secured Overnight Financing Rate ("SOFR"). On March 6, 2023, the Company completed the second amendment to the Amended and Restated Credit Agreement, which extended the maturity of the Crimson Credit Facility from its maturity on February 4, 2024 to May 3, 2024 and amended the applicable total leverage ratio in the first two quarters of 2023 from 2.50 to 2.75, as well as increased the required quarterly amortization of the term loan from $2.0 million to $3.0 million beginning in the third quarter of 2023. On August 14, 2023, the parties entered into the third amendment to the Amended and Restated Credit Agreement, which amended the applicable total leverage ratio in the third and fourth quarters of 2023 from 2.50 to 3.75, which was intended to prevent any covenant violations before the completion of the sale of the MoGas and Omega assets. The loans under the Crimson Credit Facility were to mature on May 3, 2024. The Crimson Term Loan required quarterly payments of $3.0 million per quarter beginning September 30, 2023. Subject to certain conditions, all loans made under the Crimson Credit Facility, at the option of the borrowers, bear interest at either (a) SOFR plus an adjustment based tenor ("Adjusted SOFR") plus a spread of 325 to 450 basis points, or (b) a rate equal to the highest of (i) the prime rate established by the Administrative Agent, (ii) the federal funds rate plus 0.5%, or (iii) the one-month Adjusted SOFR rate plus 1.0%, plus a spread of 225 to 350 basis points. The a pplicable spread for each interest rate was based on the Total Leverage Ratio (as defined in the Crimson Credit Facility). The effective interest rate for the Crimson Credit Facility was approximately 10.2% as of December 31, 2023. Outstanding balances under the facility were guaranteed by certain subsidiary guarantors pursuant to the Amended and Restated Guaranty Agreement and secured by all assets of the borrowers and guarantors (including the equity in such parties), other than any assets regulated by the CPUC and other customary excluded assets, pursuant to an Amended and Restated Pledge Agreement and an Amended and Restated Security Agreement. Pursuant to the second amendment, under certain circumstances, the stock and assets of the Company's Omega Gas Pipeline, LLC and Omega Gas Marketing subsidiaries were required to be pledged as collateral. Also, under certain circumstances, the proceeds from specified asset sales were required to be used to repay the term loan and revolving credit facility after which the borrowing availability under the revolving credit facility would be reduced to $30.0 million. Under the terms of the Crimson Credit Facility, as amended, the borrowers and their restricted subsidiaries would be subject to certain financial covenants commencing with the fiscal quarter ended June 30, 2021 as follows (i): the total leverage ratio shall not be greater than: (a) 3.00 to 1.00 commencing with the fiscal quarter ended June 30, 2021 through and including the fiscal quarter ending December 31, 2021; (b) 2.75 to 1.00 commencing with the fiscal quarter ending March 31, 2022 through and including the fiscal quarter ending June 30, 2023; and (c) 2.50 to 1.00 commencing with the fiscal quarter ending September 30, 2023 and for each fiscal quarter thereafter and (ii) the debt service coverage ratio, shall not be less than 2.00 to 1.00. Cash distributions to the Company from the borrowers were 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. Pursuant to the second amendment, no distributions could be made from the co-borrowers to their parent until the proceeds of specified asset sales had been used to repay the loans and other financial conditions had been met. The borrowers and their re stricted subsidiaries were also subject to certain additional affirmative and negative covenants customary for credit transactions of this type. The Crimson Credit Facility contained default and cross-default provisions (with applicable customary grace or cure periods) customary for transactions of this type. Upon the occurrence of an event of default, payment of all amounts outstanding under the Crimson Credit Facility would become immediately due and payable at the election of the Required Lenders (as defined in the Crimson Credit Facility). In conjunction with the closing of the sale of MoGas and Omega Pipelines to Spire on January 19, 2024, the Company repaid the outstanding balance and accrued interest of the Crimson Credit Facility in the amount of $108.5 million and terminated the facility. Contractual Payments The remaining contractual principal payments as of December 31, 2023 are as follows: Year Crimson Term Loan Crimson Revolver 5.875% Convertible Notes (1) Total 2024 56,000,000 50,000,000 — 106,000,000 2025 — — 118,050,000 118,050,000 Total Remaining Contractual Payments $ 56,000,000 $ 50,000,000 $ 118,050,000 $ 224,050,000 (1) As of the bankruptcy filing date of February 25, 2024, the Convertible Notes are in default and callable. Crimson Credit Facility Interest Expense A summary of the Crimson Credit Facility interest expense and deferred debt cost amortization expense for the years ended December 31, 2023, 2022 and 2021 is as follows: Crimson Credit Facility Interest Expense For the Years Ended December 31, 2023 2022 2021 Interest Expense $ 10,349,210 $ 5,791,386 $ 4,468,500 Deferred Debt Cost Amortization Expense (1)(2) 814,867 990,540 899,304 Less: Capitalized Interest 669,994 446,625 344,446 Total Crimson Credit Facility Interest Expense $ 10,494,083 $ 6,335,301 $ 5,023,358 (1) Amortization of deferred debt issuance costs is included in interest expense in the Consolidated Statements of Operations. (2) For the amount of deferred debt cost amortization relating to the convertible notes included in the Consolidated Statements of Operations, refer to the Convertible Notes Interest Expense table below. In conjunction with the closing of the sale of MoGas and Omega Pipelines to Spire on January 19, 2024, the Company repaid the outstanding balance and accrued interest of the Crimson Credit Facility in the amount of $108.5 million. CorEnergy Credit Facilities Prior to the July 28, 2017 credit facility amendment and restatement, previously existing deferred financing costs related to the CorEnergy Credit Facility were approximately $1.8 million, of which approximately $1.6 million continued to be deferred and amortized under the amended and restated facility. Additionally, the Company incurred approximately $1.3 million in new debt issuance costs that were deferred and amortized over the term of the new facility. The total deferred financing costs of $2.9 million were being amortized on a straight-line basis over the 5-year term of the amended and restated CorEnergy Credit Facility prior to its termination in February 2021 (as described above). Deferred financing costs for the year ended December 31, 2021 were $48 thousand. In connection with such termination, the Company wrote-off the remaining deferred debt costs of approximately $862 thousand as a loss on extinguishment of debt in the Consolidated Statement of Operations in the first quarter of 2021. Convertible Debt Convertible Notes On August 12, 2019, the Company completed a private placement offering of $120.0 million aggregate principal amount of Convertible Notes to the initial purchasers of such notes for cash in reliance on a registration exemption provided by Section 4(a)(2) of the Securities Act. The initial purchasers then resold the Convertible Notes for cash equal to 100% of the aggregate principal amount thereof to qualified institutional buyers, as defined in Rule 144A under the Securities Act, in reliance on a registration exemption provided by Rule 144A. The Convertible Notes mature on August 15, 2025 and bear interest at a rate of 5.875% per annum, payable semiannually in arrears on February 15 and August 15 of each year, beginning on February 15, 2020. The Convertible Notes were issued with an initial purchasers' discount of $3.5 million, which is being amortized over the life of the notes. The Company also incurred approximately $508 thousand of deferred debt costs in issuing the Convertible Notes, which are also being amortized over the life of the notes. Holders may convert all or any portion of their Convertible Notes into shares of the Company's Common Stock at their option at any time prior to the close of business on the business day immediately preceding the maturity date. The initial conversion rate for the Convertible Notes is 20.0 shares of Common Stock per $1,000 principal amount of the Convertible Notes, equivalent to an initial conversion price of $50.00 per share of the Company's Common Stock. Such conversion rate will be subject to adjustment in certain events as specified in the Indenture. Upon the occurrence of a make-whole fundamental change (as defined in the indenture governing the notes, and which includes the failure to maintain the Company’s common stock listing on the NYSE or Nasdaq), holders may require the Company to repurchase for cash all or any portion of their Convertible Notes at a fundamental change repurchase price equal to 100.0% of the principal amount of the Convertible Notes to be repurchased, plus any accrued and unpaid interest, if any, to, but excluding, the fundamental change repurchase date as prescribed in the Indenture. Following the occurrence of a make- whole fundamental change, or if the Company delivers a notice of redemption (as discussed below), the Company will, in certain circumstances, increase the applicable conversion rate for a holder that elects to convert its notes in connection with such make-whole fundamental change or notice of redemption. On February 25, 2024 the Company filed for Chapter 11 bankruptcy and on March 11, 2024 was subsequently delisted from the NYSE. This triggered the occurrence of a make-whole fundamental change, and the Convertible Notes were in default as of the bankruptcy filing date. The Company may not redeem the Convertible Notes prior to August 15, 2023. On or after August 15, 2023, the Company may redeem for cash all or part of the Convertible Notes, at its option, if the last reported sale price of its Common Stock has been at least 125.0% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption. The redemption price will equal 100.0% of the principal amount of the Convertible Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. The indenture for the Convertible Notes specifies events of default, including default by the Company or any of its subsidiaries with respect to any debt agreements under which there may be outstanding, or by which there may be secured or evidenced, any debt in excess of $25.0 million in the aggregate of the Company and/or any such subsidiary, resulting in such indebtedness becoming or being declared due and payable prior to its stated maturity. The Convertible Notes rank equal in right of payment to any other current and future unsecured obligations of the Company and senior in right of payment to any other current and future indebtedness of the Company that is contractually subordinated to the Convertible Notes. The Convertible Notes are structurally subordinated to all liabilities (including trade payables) of the Company’s subsidiaries. The Convertible Notes are effectively junior to all of the Company’s existing or future secured debt, to the extent of the value of the collateral securing such debt. Convertible Debt Interest Expense As discussed above, on March 11, 2024, the NYSE delisted the Company's Common Stock and Series A Preferred Stock from the NYSE. The delisting constituted a "fundamental change" under the Indenture governing the Convertible Notes, which required the Company to make an offer to repurchase all of the outstanding Convertible Notes. The Company does not have sufficient cash on hand or liquidity to repurchase all of the outstanding Convertible Notes, and the failure to make or complete the repurchase offer would result in a default under the Indenture. Furthermore, as discussed above, the filing of the Chapter 11 Case constituted an event of default that accelerated obligations under the Indenture. The Company anticipates restructuring the Convertible Notes through the Chapter 11 bankruptcy filing. A summary of the Convertible Notes interest expense, discount amortization, and deferred debt issuance amortization expense for the years ended December 31, 2023, 2022 and 2021 is as follows: Convertible Note Interest Expense For the Years Ended December 31, 2023 2022 2021 5.875% Convertible Notes: Interest Expense $ 6,935,438 $ 6,935,438 $ 6,935,438 Discount Amortization 574,428 574,428 574,428 Deferred Debt Issuance Amortization 83,272 83,272 83,272 Total 5.875% Convertible Notes Interest Expense $ 7,593,138 $ 7,593,138 $ 7,593,138 Including the impact of the convertible debt discount and related deferred debt issuance costs, the effective interest rate on the Convertible Notes was approximately 6.4% for each of the years ended December 31, 2023, 2022, and 2021. Note Payable For the years ended December 31, 2023 and 2022, the Company entered into short-term financing agreements in order to fund corporate insurance needs. As of December 31, 2023, the outstanding balance on the note payable was $4.6 million. The note bears interest at 9.5% with monthly payments due until September 2024. As of December 31, 2022, the outstanding balance on the note payable was $3.5 million. The note bore interest at 5.7% with monthly payments made through September 2023. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
STOCKHOLDERS' EQUITY | STOCKHOLDERS' EQUITY Chapter 11 Bankruptcy On February 25, 2024, the Company filed a voluntary petition to commence proceedings under Chapter 11 of the Bankruptcy Code in the Bankruptcy Court. See Note 1 ("Introduction And Basis Of Presentation") under the heading "Chapter 11 Bankruptcy" for more information regarding the Chapter 11 Case. 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 allows 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 attract and retain key personnel essential to its long-term growth and financial success, and 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 ("RSU"s), 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 December 31, 2023, the Company has issued 80,817 shares of Common Stock and 473,103 RSUs (net of forfeitures) to non-employee directors and certain of the Company’s employees, respectively, under the Omnibus Plan resulting in remaining availability of 2,236,293 shares of Common Stock under the plan. On February 25, 2024, the Company filed a voluntary petition under Chapter 11 of Bankruptcy Code. As a result of the Chapter 11 Case, effective March 14, 2024, the Company terminated all grants of RSU's under the Omnibus Plan and all outstanding RSU awards thereunder were canceled pursuant to the registration statements. All cash-based awards granted under the Omnibus Plan remain in effect. Director Stock-Based Compensation No Common Stock grants were made to the Board during the year ended December 31, 2023. During the year ended December 31, 2022, members of the Board were granted 80,817 fully vested shares of Common Stock at an aggregated weighted average grant date fair value of $2.23 per share. The Company recognized $0 and $180 thousand of expense in general and administrative expense for the year ended December 31, 2023 and 2022, respectively, in connection with these grants. Restricted Stock Units The Company’s Board has granted awards of RSU's, to certain of the Company’s employees under the Omnibus Plan. The number of awards granted to each employee is derived from the employee's bonus target and a 20-day volume weighted average price (VWAP) of CorEnergy's Common Stock with the number of RSUs fixed as of the grant date. The Company records stock-based compensation expense on a ratable 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, equal to dividends declared on the Company's Common Stock 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 dividend equivalents upon vesting of the units. Forfeitures for the RSU's and dividend equivalents will be accounted for when they occur. The following table represents the RSU activity for the year ended December 31, 2023: Restricted Stock Units Weighted Average Grant Date Outstanding at January 1, 2023 674,312 $ 2.58 Granted — — Vested (153,202) 2.58 Forfeited (201,209) 2.58 Outstanding at December 31, 2023 319,901 $ 2.58 Expected to vest as of December 31, 2023 — The following table represents the nonvested RSU activity for the year ended December 31, 2022: Restricted Stock Units Weighted Average Grant Date Outstanding at January 1, 2022 — $ — Granted 682,890 2.58 Vested — — Forfeited (8,578) 2.58 Outstanding at December 31, 2022 674,312 $ 2.58 Expected to vest as of December 31, 2022 674,312 As of December 31, 2023, the estimated remaining unrecognized compensation cost related to stock-based compensation arrangements was $483 thousand. The weighted average period over which this remaining compensation expense is expected to be recognized is 1.2 years. See subsequent event below. On February 25, 2024, the Company filed a voluntary petition under Chapter 11 of the Bankruptcy Code. In conjunction, the Board of Directors cancelled all of the outstanding unvested RSU awards previously granted to management and employees, resulting in expense of $483 thousand. The following table presents the Company's stock-based compensation expense: For the Year Ended December 31, 2023 December 31, 2022 General and administrative expense $ 260,169 $ 540,891 Transportation and distribution expense 44,690 71,226 Total $ 304,859 $ 612,117 Preferred Stock The Company's authorized preferred stock consists of 69,367,000 shares with a par value of $0.001 per share. On January 27, 2015, the Company sold, in an underwritten public offering, 2,250,000 depositary shares, each representing 1/100th of a share of Series A Preferred Stock. Pursuant to this offering, the Company issued 22,500 whole shares of Series A Preferred Stock. On April 18, 2017, the Company closed a follow-on underwritten public offering of 2,800,000 depositary shares, each representing 1/100th of a share of 7.375% Series A Preferred Stock, at a price of $25.00 per depositary share. On May 10, 2017, the Company sold an additional 150,000 depositary shares at a public offering price of $25.00 per depositary share in connection with the underwriters' exercise of their over-allotment option to purchase additional shares. Following the offering, the Company had a total of 5,200,000 depositary shares outstanding, or 52,000 whole shares. The depositary shares pay an annual dividend of $1.84375 per share, equivalent to 7.375% of the $25.00 liquidation preference. The depositary shares may be redeemed on or after January 27, 2020, at the Company's option, in whole or in part, at the $25.00 liquidation preference plus all accrued and unpaid dividends to, but not including, the date of redemption. The depositary shares have no stated maturity, are not subject to any sinking fund or mandatory redemption and are not convertible into any other securities of the Company except in connection with certain changes of control. Holders of the depositary shares generally have no voting rights, except for limited voting rights if the Company fails to pay dividends for six or more quarters (whether or not consecutive) and in certain other circumstances. The depositary shares representing the Series A Preferred Stock trade on the OTC markets under the ticker "CORLQ." As of December 31, 2023, the Company had a total of 5,181,027 depositary shares outstanding, or approximately 51,810 whole shares, with an aggregate par value of $51.81. Common Stock As of December 31, 2023, the Company had 15,353,833 of common shares issued and outstanding. Class B Common Stock On June 29, 2021, the stockholders approved (i) the issuance of Class B Common Stock upon conversion of the Series B Preferred Stock issuable pursuant to the terms of the Crimson Transaction, which will effectively make the Crimson Class A-2 Units exchangeable directly for Class B Common Stock following receipt of CPUC approval, and (ii) the issuance of Class B Common Stock pursuant to the terms of the Internalization. On July 6, 2021, the Company issued 683,761 Class B common shares to the Contributors as partial consideration for the Internalization transaction. The Crimson Class A-3 Units are also exchangeable directly for Class B Common Stock following receipt of CPUC approval. On February 4, 2024, upon the third anniversary of the closing date of the Crimson Transaction, the Company's Class B Common Stock was converted into Common Stock at a ratio of 0.68:1.00, resulting in 464,957 new shares of Common Stock and zero shares of Class B Common Stock outstanding. The Crimson Class A-2 Units and Class A-3 units will now be exchangeable for Common Stock as noted below. 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 will not receive dividend payments. As of December 31, 2023, the Company had $9.6 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 December 31, 2023, the Company had $3.2 million in cumulative unpaid distributions related to the Crimson Class A-1 Units. The Company expects that the Chapter 11 reorganization will extinguish all claims related to the foregoing unpaid dividends and distributions. Non-Controlling Interest In February 2021, the Company completed the acquisition of a 49.50% voting interest in Crimson. 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 a 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 December 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 Class C-1 Units (%) 50.50 % 49.50 % In June 2021, the final working capital adjustment was made for the Crimson Transaction, which resulted in an increase in the assets acquired of $1.8 million (as further described above in Note 3 ("Acquisition"). This resulted in 37,043 Class A-1 Units being issued to the Grier Members. The newly issued units resulted in an increase in non-controlling interest of $883 thousand. After working capital adjustments, the fair value of the Grier Members' non-controlling interest, which is represented by the Crimson Class A-1, Class A-2, and Class A-3 Units listed above, was $116.2 million as of the acquisition date. As described further below, the Class A-1, Class A-2, and Class A-3 Units were eventually to be exchanged for shares of the Company's common and preferred stock subject to the approval of the CPUC ("CPUC Approval"). 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 were to enter into a Fourth Amended and Restated LLC Agreement of Crimson (the "Fourth LLC Agreement"), which would, among other things, (i) give the Company voting control of Crimson and its assets in connection with an anticipated further restructuring of the Company's asset ownership structure and (ii) provide the Grier Members and management members (as defined below) the right to exchange their entire interest in Crimson for securities of the Company as follows: • Crimson Class A-1 Units would 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 (prior to the changes made, effective June 30, 2021, pursuant to the Stock Exchange Agreement described in the Company’s Current Report Form 8-K filed July 12, 2021, the Class A-1 Units would have become exchangeable into the Company's 9.0% Series C Preferred Stock). • Crimson Class A-2 units would 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 on February 4, 2024, the Class A-2 Units would be directly exchangeable for 5,958,268 shares of Common Stock. • Crimson Class A-3 Units will become exchangeable for up to 2,450,142 additional 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 on February 4, 2024, the Class A-3 Units will be directly exchangeable for 1,666,097 shares of Common Stock. Class B Common Stock would eventually be converted into Common Stock on the occurrence of the earlier of the following: (i) the occurrence of the third anniversary of the closing date of the Crimson Transaction or (ii) the satisfaction of certain conditions related to an increase in the relative dividend rate of the Common Stock. On February 4, 2024, upon the third anniversary of the closing date of the Crimson Transaction, the Company's Class B Common Stock was converted into Common Stock at a ratio of 0.68:1.00. 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), Series B Preferred (for the Crimson Class A-2 Units prior to July 7, 2021), and Class B Common Stock (for the Crimson Class A-2 Units (on and after July 7, 2021) and Crimson Class A-3 Units), respectively, regardless of whether the securities are outstanding. If the respective shares of Series A Preferred, Series B 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 would provide that such rights would 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. In addition, after CPUC Approval, certain Crimson Units held by the Grier Members were expected to be transferred to other individuals currently managing Crimson (the "Management Members"). 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 would be entitled to the distribution regardless of whether the corresponding Company security is outstanding. Units Distribution Rights of CorEnergy Securities Liquidation Preference as of December 31, 2023 Annual Distribution per Share Class A-1 Units 7.375% Series A Cumulative Redeemable Preferred Stock (1) $ 26.84 $ 1.84 Class A-2 Units Class B Common Stock N/A Varies (2) Class A-3 Units Class B Common Stock 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 $1.84 unpaid cumulative quarterly dividend for Q1, Q2, Q3, and Q4 of 2023. During the year ended December 31, 2021, preferred returns of $2.3 million were earned by the Grier Members for the Crimson Class A-1 Units. A paid-in-kind distribution of 24,414 additional Class A-2 Units ($610 thousand) based on distributions that would have been payable on the Series B Preferred Stock. No distributions were paid to the Class A-3 Units as no distributions were declared on the Class B Common Stock. During the year ended December 31, 2022, preferred returns of $3.2 million were earned by the Grier Members for the Class A-1 Units. No distributions were paid for the Class A-2 or Class A-3 Units as no distributions were declared on the Class B Common Stock. During the year ended December 31, 2023, preferred returns of $3.2 million were earned by the Grier Members for the Crimson Class A-1 Units, Therefore, there was an allocation of Crimson net income to non-controlling interest in the amount of $3.2 million. No dividends were declared for the Crimson Class A-2 or Class A-3 Units. See Note 1 ("Introduction And Basis Of Presentation") under the heading "Chapter 11 Bankruptcy" for more information regarding the proposed treatment of the foregoing Crimson units in the Chapter 11 Case. Shelf Registration On February 25, 2024, the Company filed a voluntary petition under Chapter 11 of the Bankruptcy Code. As a result, on February 27, 2024 and March 11, 2024, the Company terminated all offerings of securities pursuant to its prior registration statements and terminated the effectiveness of such registration statements, respectively. On October 30, 2018, the Company filed a shelf registration statement with the SEC, pursuant to which it registered 1,000,000 shares of Common Stock for issuance under its dividend reinvestment plan. As of December 31, 2023, the Company has issued 386,379 shares of Common Stock under its dividend reinvestment plan pursuant to the shelf registration, resulting in remaining availability (subject to the current limitation discussed below) of 613,621 shares of Common Stock. On September 16, 2021, the Company had a resale shelf registration statement declared effective by the SEC, pursuant to which it registered the following securities that were issued in connection with the Internalization for resale by the Contributors: 1,837,607 shares of Common Stock (including both (i) 1,153,846 shares of Common Stock issued at the closing of the Internalization transaction and (ii) up to 683,761 additional shares of Common Stock, which may be acquired by the Contributors upon the conversion of outstanding shares of our unlisted Class B Common Stock issued at the closing of the Internalization) and 170,213 depositary shares, each representing 1/100th fractional interest of a share of Series A Preferred Stock issued at the closing of the Internalization transaction. |
EARNINGS (LOSS) PER SHARE
EARNINGS (LOSS) PER SHARE | 12 Months Ended |
Dec. 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 for the years ended December 31, 2023, 2022, and 2021, 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 loss and diluted net loss per share under the two-class method for the years ended December 31, 2023, 2022, and 2021. LOSS PER SHARE For the Years Ended December 31, 2023 2022 2021 Numerator for basic and diluted losses per Common Stock and Class B Common Stock Net Loss $ (272,830,090) $ (9,519,669) $ (2,535,558) Less: Net Income attributable to non-controlling interests 3,236,848 3,236,848 2,866,467 Net Loss attributable to CorEnergy Infrastructure Trust, Inc. $ (276,066,938) $ (12,756,517) $ (5,402,025) Less dividends/distributions: Preferred dividend 9,552,519 9,552,519 9,395,604 Common Stock dividends — 3,004,579 2,850,026 Total undistributed losses $ (285,619,457) $ (25,313,615) $ (17,647,655) Common Stock undistributed losses - basic $ (273,426,193) $ (24,213,549) $ (17,241,830) Class B Common Stock undistributed losses - basic (12,193,265) (1,100,066) (405,825) Total undistributed losses - basic $ (285,619,457) $ (25,313,615) $ (17,647,655) Common Stock undistributed losses - diluted $ (285,619,457) $ (25,313,615) $ (17,241,830) Class B Common Stock undistributed losses - diluted (12,193,265) (1,100,066) (405,825) Total undistributed losses - diluted $ (297,812,722) $ (26,413,681) $ (17,647,655) Common Stock dividends $ — $ 3,004,579 $ 2,850,026 Common Stock undistributed losses - basic (273,426,193) (24,213,549) (17,241,830) Numerator for basic net loss per Common Stock share: $ (273,426,193) $ (21,208,970) $ (14,391,804) Class B Common Stock dividends $ — $ — $ — Class B Common Stock undistributed losses - basic (12,193,265) (1,100,066) (405,825) Numerator for basic net loss per Class B Common Stock share: $ (12,193,265) $ (1,100,066) $ (405,825) Common Stock dividends $ — $ 3,004,579 $ 2,850,026 Common Stock undistributed losses - diluted (285,619,457) (25,313,615) (17,241,830) Numerator for diluted net loss per Common Stock share: $ (285,619,457) $ (22,309,036) $ (14,391,804) Class B Common Stock dividends $ — $ — $ — Class B Common Stock undistributed losses - diluted (12,193,265) (1,100,066) (405,825) Numerator for diluted net loss per Class B Common Stock share: $ (12,193,265) $ (1,100,066) $ (405,825) Denominator for basic net loss per Common Stock and Class B Common Stock share: Common Stock weighted average shares outstanding - basic 15,332,905 15,050,266 14,246,526 Class B Common Stock weighted average shares outstanding - basic 683,761 683,761 335,324 Denominator for diluted net loss per Common Stock and Class B Common Stock share: Common Stock weighted average shares outstanding - diluted (1)(2) 15,797,862 15,515,223 14,246,526 Class B Common Stock weighted average shares outstanding - diluted (3) 683,761 683,761 335,324 Basic net loss per share: Common Stock $ (17.83) $ (1.41) $ (1.01) Class B Common Stock $ (17.83) $ (1.61) $ (1.21) Diluted net loss per share: Common Stock $ (18.08) $ (1.44) $ (1.01) Class B Common Stock $ (17.83) $ (1.61) $ (1.21) NOTES TO TABLE (1) For purposes of the diluted net loss per share computation for Common Stock, all shares of Class B Common Stock are assumed to be converted at a ratio of 1 Class B Common Stock share to 0.68 Common Stock share; therefore, 100% of undistributed losses is allocated to Common Stock. (2) For the periods ended December 31, 2023 and December 31, 2022, 2,361,000 shares of Common Stock are excluded from the computation of diluted net loss per share because their effect would be antidilutive. These shares are related to the 5.875% Convertible Debt. For the period ended December 31, 2021, 2,825,957 shares of Common Stock are excluded from the computation of diluted net loss per share because their effect would be antidilutive. This is comprised of 464,957 shares of converted Class B Common Stock and 2,361,000 shares of converted 5.875% convertible debt. (3) For purposes of the diluted net loss 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 | 12 Months Ended |
Dec. 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 hold 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 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 that are managed by an approved budget that requires super-majority approval or joint approval. In assessing the primary beneficiary, the Company determined that power is shared; however, the Company and the Grier Members as a related-party group, have characteristics of a primary beneficiary. The Company performed the "most closely associated" test and determined that CorEnergy is the entity in the related-party group most closely associated with the VIE. In performing this assessment, the Company considered, among other factors, that (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) 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. As discussed in Note 14 ("Debt"), cash distributions to the Company from the borrowers under the Crimson Credit Facility were 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 was secured by assets at both Crimson Midstream Operating, LLC and Corridor MoGas, Inc. For the year ended December 31, 2023, the Company did not receive cash distributions from Crimson. For the year ended December 31, 2022, the Company received $10.5 million in cash distributions from Crimson, which were in accordance with the terms of the Crimson Credit Facility. For the year ended December 31, 2021, the Company received $10.0 million, in cash distributions from Crimson, which were in accordance with the terms of the Crimson Credit Facility. The Company's interest in Crimson is significant to its financial position, financial performance and cash flows. A significant decline in Crimson's ability to fund quarterly distributions to the Company could have a significant impact on the Company's financial performance, including its ability to fund the obligations described above. Limited Partnerships Under the consolidation guidance, limited partnerships and other similar entities are considered VIEs unless the limited partners hold substantive kick-out rights or participating rights. Management determined that Pinedale LP and Grand Isle Corridor LP are VIEs because the limited partners of both partnerships lack both substantive kick-out rights and participating rights. However, based on the general partners' roles and rights as afforded by the partnership agreements and its exposure to losses and benefits of each of the partnerships through its significant limited partner interests, management determined that CorEnergy is the primary beneficiary of both Pinedale LP and Grand Isle Corridor LP. Based upon this evaluation and the Company's 100.0% ownership of the limited partnership interest in both Pinedale LP and Grand Isle Corridor LP, the consolidated financial statements presented include full consolidation with respect to both partnerships. |
RELATED PARTY TRANSCATIONS
RELATED PARTY TRANSCATIONS | 12 Months Ended |
Dec. 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") that 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 December 31, 2023, the Company was owed $13 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 December 31, 2023, the prepaid TSA liability related to Crescent Midstream Holdings was $119 thousand and recorded in "due to affiliated companies" in the Consolidated Balance Sheets. For the year ended December 31, 2023 and 2022, Crimson billed TSA and Services Agreement (as defined below) related costs and benefits to related parties totaling $473 thousand and $1.1 million, respectively. Total transition services reimbursements for the TSAs discussed below are presented in the Consolidated Statements of Operations as a reduction 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. This agreement was subsequently extended to February 1, 2024. Under the Services Agreement, Crimson and/or certain of its subsidiaries are reimbursed at a fixed fee of approximately $13 thousand per month. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS The Company performed an evaluation of subsequent events through the date of the issuance of these financial statements and determined that no additional items require recognition or disclosure, except for the items discussed below: On January 19, 2024, the Company closed the previously announced sale of its MoGas and Omega Pipeline systems. See Note 3 ("Held-For-Sale") for further details. On February 4, 2024, upon the third anniversary of the closing date of the Crimson Transaction, the Company's Class B Common Stock was converted into Common Stock at a ratio of 0.68:1.00, resulting in 464,957 new shares of Common Stock and zero shares of Class B Common Stock outstanding. On February 25, 2024, the Company filed a voluntary petition to commence proceedings under Chapter 11 of the Bankruptcy Code in the Bankruptcy Court. See Note 1 ("Introduction And Basis Of Presentation") under the heading "Chapter 11 Bankruptcy" for more information regarding the Chapter 11 Case. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Pay vs Performance Disclosure | |||
Net Income (Loss) | $ (276,066,938) | $ (12,756,517) | $ (5,402,025) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Dec. 31, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation and Consolidation The accompanying consolidated financial statements include CorEnergy accounts and the accounts of its wholly-owned subsidiaries and variable interest entities ("VIE's") for which CorEnergy is the primary beneficiary. The consolidated financial statements have been prepared in accordance with GAAP set forth in the Accounting Standards Codification ("ASC"), as published by the Financial Accounting Standards Board ("FASB"), and with the Securities and Exchange Commission ("SEC") instructions to Form 10-K and Article 10 of Regulation S-X. The accompanying consolidated financial statements reflect all adjustments that are, in the opinion of management, necessary for a fair presentation of the Company's financial position, results of operations and cash flows for the periods presented. There were no adjustments that, in the opinion of management, were not of a normal and recurring nature. All intercompany transactions and balances have been eliminated in consolidation, and the Company's net earnings have been reduced by the portion of net earnings attributable to non-controlling interests, when applicable. Prior reporting period amounts have been recast to conform with the current period presentation. In preparing the 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. |
Consolidation | Basis of Presentation and Consolidation The accompanying consolidated financial statements include CorEnergy accounts and the accounts of its wholly-owned subsidiaries and variable interest entities ("VIE's") for which CorEnergy is the primary beneficiary. The consolidated financial statements have been prepared in accordance with GAAP set forth in the Accounting Standards Codification ("ASC"), as published by the Financial Accounting Standards Board ("FASB"), and with the Securities and Exchange Commission ("SEC") instructions to Form 10-K and Article 10 of Regulation S-X. The accompanying consolidated financial statements reflect all adjustments that are, in the opinion of management, necessary for a fair presentation of the Company's financial position, results of operations and cash flows for the periods presented. There were no adjustments that, in the opinion of management, were not of a normal and recurring nature. All intercompany transactions and balances have been eliminated in consolidation, and the Company's net earnings have been reduced by the portion of net earnings attributable to non-controlling interests, when applicable. Prior reporting period amounts have been recast to conform with the current period presentation. In preparing the 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. |
Variable Interest Entity Consolidation | The Company consolidates a VIE when it is the primary beneficiary, which is the party that has both (i) the power to direct the activities that most significantly impact the VIE's economic performance and (ii) through its interests in the VIE, the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE. In order to determine whether it has a variable interest in a VIE, the Company performs a qualitative analysis of the entity's design, primary decision makers, key agreements governing the VIE, voting interests and significant activities impacting the VIE's economic performance. The Company continually monitors VIEs to determine if any events have occurred that could cause the primary beneficiary to change. |
Use of Estimates | Use of Estimates – The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. In December 2023, the Company completed an assessment of the useful lives of its crude oil pipelines and related equipment. Due to advances in green energy initiatives in the State of California, the Company determined the useful life of the primary asset (crude oil pipelines) should be 25 years. This resulted in changes to useful lives across our crude oil pipeline asset portfolio. However, our primary asset, as defined under ASC 360, " Property, Plant and Equipment," decreased from 35 years to 25 years. This change in accounting estimate was effective beginning December 1, 2023. Based on the carrying amount of crude oil pipelines and related equipment that was in-service as of December 1, 2023, this change increased depreciation expense by $41 thousand for the year ended December 31, 2023. |
Leased Property and Leases | Leased Property and Leases – In February of 2016, the FASB issued ASU 2016-02, Leases ("ASU 2016-02" or "ASC 842"), which amends the existing accounting standards for lease accounting and requires, lessees to recognize most leases on their balance sheets and making targeted changes to lessor accounting. Beginning in 2019, for the underlying asset class related to single-use office space, the Company accounts for each separate lease component and non-lease component as a single lease component. For the underlying lessor asset class related to pipelines residing on military bases, the Company accounts for each separate lease component and non-lease component as a single lease component if the non-lease components otherwise are accounted for in accordance with the revenue standard, and both the following criteria are met: (i) the timing and pattern of revenue recognition are the same for the non-lease component(s) and the related lease component and (ii) the lease component will be classified as an operating lease. The Company carried forward the accounting treatment for land easements under existing agreements, which are currently accounted for within property, plant and equipment. Land easements are reassessed under ASC 842 when such agreements are modified. The Company's current leased properties are classified as operating leases and are recorded as leased property, net of accumulated depreciation, in the Consolidated Balance Sheets. Initial direct costs incurred in connection with the creation and execution of a lease prior to January 1, 2019 are capitalized and amortized over the lease term. Subsequent to January 1, 2019, initial direct costs under ASC 842 are incremental costs of a lease that would not have been incurred if the lease had not been obtained and may include commissions or payments made to an existing tenant as an incentive to terminate its lease. Base rent related to the Company's leased property is recognized on a straight-line basis over the term of the lease when collectability is probable. Participating rent is recognized when it is earned, based on the achievement of specified performance criteria. Base and participating rent are recorded as lease revenue in the Consolidated Statements of Operations. Rental payments received in advance are classified as unearned revenue and included as a liability within the Consolidated Balance Sheets. Unearned revenue is amortized ratably over the lease period as revenue recognition criteria are met. Rental payments received in arrears are accrued and classified as deferred rent receivable and included in assets within the Consolidated Balance Sheets. Under the Company's previously held triple-net leases, the tenant was required to pay property taxes and insurance directly to the applicable third-party providers. Consistent with guidance in ASC 842, the Company will present the cost and the lessee's direct payment to the third-party under the triple-net leases on a net basis in the Consolidated Statements of Operations. |
Property and Equipment | Property and Equipment – Property and equipment are stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful life of the asset. Expenditures for repairs and maintenance are charged to operations as incurred, and improvements, which maintain the existing operating capacity of assets or extend their useful lives, are capitalized and depreciated over the remaining estimated useful life of the asset. The Company initially records long-lived assets at their purchase price plus any direct acquisition costs, unless the transaction is accounted for as a business combination, in which case the acquisition costs are expensed as incurred. If the transaction is accounted for as a business combination, the Company allocates the purchase price to the acquired tangible and intangible assets and liabilities based on their estimated fair values. |
Long-Lived Asset Impairment | Long-Lived Asset Impairment – The Company's long-lived assets consist primarily of oil and natural gas pipelines that have been obtained through asset acquisitions and a business combination. Management continually monitors its business, the business environment and performance of its operations to determine if an event has occurred that indicates that the carrying value of a long-lived asset group may be impaired. When a triggering event occurs, which is a determination that involves judgment, management utilizes cash flow projections to assess its ability to recover the carrying value of the asset group based on the long-lived assets' ability to generate future cash flows on an undiscounted basis over the remaining useful life of the primary asset. |
Financing Notes Receivable | Financing Notes Receivable |
Fair Value Measurements | Fair Value Measurements – FASB ASC 820, Fair Value Measurements and Disclosure ("ASC 820"), defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. Various inputs are used in determining the fair value of the Company's assets and liabilities. These inputs are summarized in the three broad levels listed below: • Level 1 - quoted prices in active markets for identical investments • Level 2 - other significant observable inputs (including quoted prices for similar investments, market corroborated inputs, etc.) • Level 3 - significant unobservable inputs (including the Company's own assumptions in determining the fair value of investments) 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. 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 Convertible Notes is estimated using quoted market prices from either active (Level 1) or generally active (Level 2) markets. |
Cash and Cash Equivalents | Cash and Cash Equivalents – The Company maintains cash balances at financial institutions in amounts that regularly exceed FDIC-insured limits. The Company's cash equivalents are comprised of short-term, liquid money market instruments. |
Accounts and other receivables/Deferred rent receivables/Trade receivables/Financing note receivable | Accounts and other receivables – Accounts receivable are presented at face value net of an allowance for doubtful accounts within accounts and other receivables on the balance sheet. Accounts are considered past due based on the terms of sale with the customers. The Company reviews accounts for collectability based on an analysis of specific outstanding receivables, current economic conditions and past collection experience. At December 31, 2023 and 2022, the Company determined that an allowance for credit losses was not necessary. Trade receivables |
Goodwill | Goodwill – Goodwill represented the excess of the amount paid for the Corridor InfraTrust Management, Inc. ("Corridor") and MoGas business over the fair value of the net identifiable assets acquired. To comply with ASC 350, Intangibles - Goodwill and Other ("ASC 350"), the Company performed an impairment test for goodwill annually, or more frequently in the event that a triggering event had occurred. December 31st was the Company's annual testing date associated with its goodwill. The Company wrote off 100% of the goodwill balance as of December 31, 2022. |
Debt Discount and Debt Issuance Costs | Debt Discount and Debt Issuance Costs – Costs incurred for the issuance of new debt are capitalized and amortized into interest expense over the debt term. Issuance costs related to long-term debt are recorded as a direct deduction from the carrying amount of that debt liability, net of accumulated amortization. Issuance costs related to line-of-credit arrangements however, are presented as an asset instead of a direct deduction from the carrying amount of the debt. In accordance with ASC 470, Debt |
Asset Retirement Obligations | Asset Retirement Obligations – The Company follows ASC 410-20, Asset Retirement Obligations ("ARO") , which requires that an asset retirement obligation associated with the retirement of a long-lived asset be recognized as a liability in the period in which it is incurred and becomes determinable, with an offsetting increase in the carrying amount of the associated asset. The Company measures changes in the ARO liability due to passage of time by applying an interest method of allocation to the amount of the liability at the beginning of the period. The increase in the carrying amount of the liability is recognized as an expense classified as an operating item in the Consolidated Statements of Operations, hereinafter referred to as ARO accretion expense. The Company periodically reassesses the timing and amount of cash flows anticipated associated with the ARO and adjusts the fair value of the liability accordingly under the guidance in ASC 410-20. The fair value of the obligation at the acquisition date was capitalized as part of the carrying amount of the related long-lived assets and is being depreciated over the asset's remaining useful life. The useful lives of most pipeline gathering systems are primarily derived from available supply resources and ultimate consumption of those resources by end users. Adjustments to the ARO resulting from reassessments of the timing and amount of cash flows will result in changes to the retirement costs capitalized as part of the carrying amount of the asset. |
Revenue Recognition | Revenue Recognition – In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers ("ASU 2014-09" or "ASC 606"), which became effective for all public entities on January 1, 2018. ASC 606 supersedes previously existing revenue recognition standards with a single model unless those contracts are within the scope of other standards (e.g. leases). The model requires an entity to recognize as revenue the amount of consideration to which it expects to be entitled for the transfer of promised goods or services to customers. Specific recognition policies for the Company's revenue items are as follows: • Transportation and distribution revenue – The Company's contracts related to transportation and distribution revenue are primarily comprised of a mix of oil and natural gas supply, transportation and distribution performance obligations, as well as limited performance obligations related to system maintenance and improvement. Transportation revenues are recognized by Crimson and MoGas and distribution revenues are recognized by Omega and Omega Gas Marketing, LLC. ◦ Under the Company's oil and natural gas supply, transportation and distribution performance obligations, the customer simultaneously receives and consumes the benefit of the services as the commodities are delivered. Therefore, the transaction price is allocated proportionally over the series of identical performance obligations with each contract. 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) 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 ("CPI") escalators) in the case of the Company's distribution agreement. Based on the nature of the agreements, revenue for all but one of the Company's oil and 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. The Company has a contract with one customer, Spire, Inc. ("Spire"), that has fixed pricing which varies over the contract term. For this specific contract, the transaction price has been allocated ratably over the contractual performance obligation beginning in 2018 with the adoption of ASC 606. All invoicing is done in the month following service, with payment typically due a month from invoice date. • Pipeline loss allowance - The Company's crude oil transportation revenue includes amounts earned for pipeline loss allowance ("PLA"). PLA revenue, recorded within transportation revenue, represents the estimated realizable value of the earned loss allowance volumes received by the Company as applicable under the tariff or contract. As is common in the pipeline transportation industry, as crude oil is transported, the Company earns a small percentage of the crude oil volume transported to offset any measurement uncertainty or actual volumes lost in transit. The Company will settle the PLA with its shippers either in-kind or in cash. PLA received by the Company typically exceeds actual pipeline losses in transit and typically results in a benefit to the Company. For PLA volumes received in-kind, the Company records these in inventory. ◦ When PLA is paid in-kind, the barrels are valued at current market price less standard deductions, recorded as inventory and recognized as non-cash consideration revenue, concurrent with related transportation services. PLA paid in cash is treated in the same way as in-kind, but no inventory is created. In accordance with ASC 606, when control of the PLA volumes has been transferred to the purchaser, the Company records this as revenue at the contractual sales price within PLA revenue and PLA cost of revenues. ◦ Under a contract with the Department of Defense ("DOD"), gas sales and cost of gas sales are presented on a net basis in the transportation and distribution revenue line. The Company continues to present the gas sales and cost of gas sales on a net basis upon adoption of ASC 606. • Pipeline loss allowance subsequent sales and cost of revenue - PLA volumes received in-kind by the Company that are initially recorded in inventory and subsequently sold are recorded in pipeline loss allowance subsequent sales at the market price less standard deductions for which they are contractually sold. At the time of the sale, the cost of the PLA volumes sold are expensed in pipeline loss allowance subsequent sales cost of revenue based on the carrying value of those volumes, which is valued using an average costing method at the lower of cost or net realizable value. • Financing revenue – Historically, financing notes receivable have been considered a core product offering and therefore the related income is presented as a component of operating income. For increasing rate loans, base interest income is recorded ratably over the life of the loan, using the effective interest rate. The net amount of deferred loan origination income and costs are amortized on a straight-line basis over the life of the loan and reported as an adjustment to yield in financing revenue. Participating financing revenues are recorded when specific performance criteria have been met. |
Transportation and distribution expense | Transportation and distribution expense – Included here are Crimson's cost of operating and maintaining the crude oil pipelines, MoGas' costs of operating and maintaining the natural gas transmission line, and Omega's costs of operating and maintaining the natural gas distribution system. These costs are incurred both internally and externally. The internal costs relate to system control, pipeline operations, maintenance, insurance and taxes. Other internal costs include payroll for employees associated with gas control, field employees and management. The external costs consist of professional services such as audit and accounting, legal and regulatory and engineering. |
Other Income Recognition | Other Income Recognition – Specific policies for the Company's other income items are as follows: • Net distributions and other income – Includes interest income earned on the Company's money market instruments and distributions and dividends from historical investments. Distributions and dividends from investments were recorded on their ex-dates and were reflected as other income within the accompanying Consolidated Statements of Operations. Distributions received from the Company's investments were generally characterized as ordinary income, capital gains and distributions received from investment securities. The portion characterized as return of capital was paid by the Company's investees from their cash flow from operations. The Company recorded investment income, capital gains and distributions received from investment securities based on estimates made at the time such distributions were received. Such estimates were based on information available from each company and other industry sources. These estimates may have subsequently been revised based on information received from the entities after their tax reporting periods were concluded, as the actual character of these distributions was not known until after the fiscal year end of the Company. • Net realized and unrealized gain (loss) from investments – Securities transactions were accounted for on the date the securities were purchased or sold. Realized gains and losses were reported on an identified cost basis. The Company recorded investment income and return of capital based on estimates made at the time such distributions were received. Such estimates were based on information available from the portfolio company and other industry sources. These estimates may have subsequently been revised based on information received from the portfolio company after their tax reporting periods were concluded, as the actual character of these distributions were not known until after the Company's fiscal year end. |
Asset Acquisition Expenses | Asset Acquisition Expenses – Costs incurred in connection with the research of real property acquisitions not accounted for as business combinations are expensed until it is determined that the acquisition of the real property is probable. Upon such determination, costs incurred in connection with the acquisition of the property are capitalized as described in paragraph (C) above. Deferred costs related to an acquisition that the Company has determined, based on management's judgment, not to pursue are expensed in the period in which such determination is made. Costs incurred in connection with a business combination are expensed as incurred. |
Offering Costs | Offering Costs – Offering costs related to the issuance of common or preferred stock are charged to additional paid-in capital when the stock is issued. |
Stock-based Compensation | Stock-based Compensation - The fair value of share-based payments is estimated using the quoted market price of the Company's common stock and pricing models as of the date of grant as further discussed in Note 15 ("Stockholders' Equity"). The resulting cost is recognized on a straight-line basis over the period during which an employee is required to provide service in |
Earnings (Loss) Per Share | Earnings (Loss) Per Share – Subsequent to the issuance of our Class B Common Stock in July of 2021, the Company applies the two-class method for calculating and presenting earnings (loss) per common share. The two-class method is an earnings allocation formula that determines earnings per share for each class of common stock according to dividends declared or accumulated and participation rights in undistributed earnings and losses of all participating securities. Under this method: i. Income or loss from continuing operations (“net income”) is reduced by the amount of dividends declared in the current period for each class of stock and by the contractual amount of dividends that must be accumulated for the current period. ii. The remaining earnings or loss (“undistributed earnings or loss”) are allocated to the participating securities to the extent each security may share in earnings as if all the earnings or losses for the period had been distributed. iii. The total distributed and undistributed earnings and losses are allocated to each participating security which is then divided by the number of weighted average outstanding shares of the participating security to which the earnings are allocated to determine the earnings or loss per share for the participating security. iv. Basic and diluted net income or loss per share data are presented for each class of common stock. |
Federal and State Income Taxation | Federal and State Income Taxation – The Company is treated as a REIT for federal income tax purposes. Because certain of its assets may not produce REIT-qualifying income or be treated as interests in real property, those assets are held in wholly-owned taxable REIT subsidiaries ("TRSs") in order to limit the potential that such assets and income could prevent the Company from qualifying as a REIT. As a REIT, the Company holds and operates certain of its assets through one or more wholly-owned TRSs. The Company's use of TRSs enables it to continue to engage in certain businesses while complying with REIT qualification requirements and also allows it to retain income generated by these businesses for reinvestment without the requirement of distributing those earnings. In the future, the Company may elect to reorganize and transfer certain assets or operations from its TRSs to the Company or other subsidiaries, including qualified REIT subsidiaries. The Company's other investments were limited partnerships or limited liability companies which were treated as partnerships for federal and state income tax purposes. As a limited partner, the Company reported its allocable share of taxable income in computing its own taxable income. To the extent held by a TRS, the TRS's tax expense or benefit was included in the Consolidated Statements of Operations based on the component of income or gains and losses to which such expense or benefit related. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A valuation allowance is recognized if, based on the weight of available evidence, it is more likely than not that some portion or all of the deferred income tax asset will not be realized. It is expected that for the year ended December 31, 2023, and future periods, any deferred tax liability or asset generated will be related entirely to the assets and activities of the Company's TRSs. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements – In June of 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses |
HELD-FOR-SALE (Tables)
HELD-FOR-SALE (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Held for Sale | The pre-tax profit from the disposal group held for sale is summarized in the table below for each period the statement of operations is presented: For the Year Ended December 31, 2023 December 31, 2022 Pre-tax profit (1) $ 1,549,567 $ 4,570,194 Allocated interest related to the sale to repay the Crimson Credit Facility 10,494,076 6,335,303 (1) The Company was 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 sale and repayment of the Crimson Credit Facility. Held-for-Sale Balance Sheet December 31, 2023 Assets (Unaudited) Property and equipment, net of accumulated depreciation of $30,077,502 $ 99,230,819 Leased property, net of accumulated depreciation of $309,778 1,216,249 Cash and cash equivalents 225,000 Accounts and other receivables 3,058,685 Inventory 146,042 Prepaid expenses and other assets 1,245,876 Operating right-of-use assets 107,925 Total Assets $ 105,230,596 Liabilities Accounts payable and other accrued liabilities 638,187 Operating lease liability 27,792 Deferred tax liability, net (1) 631,480 Unearned revenue 4,671,762 Total Liabilities $ 5,969,221 (1) The deferred tax assets and liabilities are recorded within certain parent entities that are not part of the disposal group, however, because the balances were generated from the operations of the disposal group, the Company has included them net within liabilities held-for-sale on the Consolidated Balance Sheet. |
TRANSPORTATION AND DISTRIBUTI_2
TRANSPORTATION AND DISTRIBUTION REVENUE (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Summary of Contract Liability Balance | The table below summarizes the Company's contract liability balance related to its transportation and distribution revenue contracts: Contract Liability (1) December 31, 2023 December 31, 2022 Beginning Balance January 1 $ 5,927,873 $ 5,339,364 Unrecognized Performance Obligations 187,024 1,175,824 Recognized Performance Obligations (1,052,386) (587,315) Ending Balance (2) $ 5,062,511 $ 5,927,873 (1) As of December 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, 2022, the contract liability balance was included in unearned revenue in the Consolidated Balance Sheets. (2) As of December 31, 2023, the contract liability balance for MoGas and Omega was $4.7 million and is recorded in liabilities held-for-sale on the Consolidated Balance Sheets. |
Schedules of Concentration of Risk | The following is a breakout of the Company's transportation and distribution revenue for the years ended December 31, 2023, 2022 and 2021: For the Years Ended December 31, 2023 2022 2021 Crude oil transportation revenue $ 96,442,533 81.4 % $ 100,710,014 82.3 % $ 96,253,911 81.7 % Natural gas transportation contracts 14,692,804 12.4 % 15,415,891 12.6 % 15,222,145 12.9 % Natural gas distribution contracts 5,056,283 4.3 % 4,899,750 4.0 % 4,785,548 4.1 % Other 2,268,879 1.9 % 1,341,500 1.1 % 1,593,760 1.3 % Total $ 118,460,499 100.0 % $ 122,367,155 100.0 % $ 117,855,364 100.0 % |
LEASED PROPERTIES AND LEASES (T
LEASED PROPERTIES AND LEASES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Information Regarding Operating Leases | The Company noted the following information regarding its operating leases for the years ended December 31, 2023 and 2022: For the Year Ended December 31, 2023 December 31, 2022 Lease cost: Operating lease cost $ 1,622,853 $ 1,786,402 Other Information: Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows paid on operating leases $ 1,269,790 $ 1,783,822 Supplemental disclosure of non-cash leasing activities: Right-of-use assets obtained in exchange for new operating lease liabilities (1) $ 336,656 $ 66,385 (1) Includes lease extensions The following table reflects the weighted average lease term and discount rate for leases in which the Company is a lessee: December 31, 2023 December 31, 2022 Weighted-average remaining lease term - operating leases (in years) 9.8 11.0 Weighted-average discount rate - operating leases 8.50 % 7.45 % |
Future Minimum Lease Receipts | The following table reflects the undiscounted cash flows for future minimum lease payments under non-cancellable operating leases reconciled to the Company's lease liabilities on our Consolidated Balance Sheet as of December 31, 2023: For the Years Ending December 31, Operating Leases 2024 976,299 2025 1,011,878 2026 942,903 2027 952,464 2028 967,093 Thereafter 4,737,344 Total 9,587,981 Less: Present Value Discount 3,079,496 Operating Lease Liabilities (1) $ 6,508,485 (1) includes the operating lease liabilities of MoGas of $27,792, which was included in Held-for-Sale as of December 31, 2023. See Note 3 ("Held-For-Sale"). |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Components of deferred tax assets and liabilities | Components of the Company's deferred tax assets and liabilities as of December 31, 2023 and 2022, are as follows: Deferred Tax Assets and Liabilities December 31, 2023 December 31, 2022 Deferred Tax Assets: Deferred contract revenue $ — $ 1,230,985 Net operating loss carryforwards 206,630 7,027,439 Capital loss carryforward — 92,418 Other — 338 Sub-total $ 206,630 $ 8,351,180 Valuation allowance — (5,168,148) Sub-total $ 206,630 $ 3,183,032 Deferred Tax Liabilities: Cost recovery of fixed assets $ — $ (4,386,744) Other — (88,588) Sub-total $ — $ (4,475,332) Total net deferred tax asset (liability) $ 206,630 $ (1,292,300) Deferred Tax Assets and Liabilities - Held-For-Sale December 31, 2023 Deferred Tax Assets: Deferred contract revenue $ 1,062,314 Net operating loss carryforwards 7,513,823 Capital loss carryforward 92,418 Other 282 Sub-total $ 8,668,837 Valuation allowance (3,589,514) Sub-total $ 5,079,323 Deferred Tax Liabilities: Cost recovery of leased and fixed assets $ (5,604,576) Other (106,227) Sub-total $ (5,710,803) Total net deferred tax liability (1) $ (631,480) (1) The deferred tax liability is recorded within certain parent entities that are not part of the disposal group, however, because 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. |
Total income tax expense | Total income tax expense (benefit) differs from the amount computed by applying the federal statutory income tax rate of 21% for the years ended December 31, 2023, 2022 and 2021, to income or loss from operations and other income and expense for the years presented, as follows: Income Tax Expense (Benefit) For the Years Ended December 31, 2023 2022 2021 Application of statutory income tax rate $ (56,874,018) $ (2,327,764) $ (278,726) State income taxes, net of federal tax benefit 77,878 68,320 681,342 Income of Real Estate Investment Trust not subject to tax 57,537,442 2,664,761 532,952 Increase (decrease) in valuation allowance (1,578,634) 1,276,806 3,159,313 Other (3,311) (10,212) (20,122) Total income tax expense (benefit) $ (840,643) $ 1,671,911 $ 4,074,759 |
Components of income tax expense | The components of income tax expense (benefit) include the following for the periods presented: Components of Income Tax Expense (Benefit) For the Years Ended December 31, 2023 2022 2021 Current tax expense (benefit) Federal $ 13,605 $ 141,544 $ (7,154) State (net of federal tax benefit) 13,203 31,783 5,623 Total current tax expense (benefit) $ 26,808 $ 173,327 $ (1,531) Deferred tax expense Federal $ (273,901) $ 947,036 $ 3,400,571 State (net of federal tax benefit) (593,550) 551,548 675,719 Total deferred tax expense (benefit) $ (867,451) $ 1,498,584 $ 4,076,290 Total income tax expense (benefit), net $ (840,643) $ 1,671,911 $ 4,074,759 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and equipment consist of the following: Property and Equipment December 31, 2023 December 31, 2022 Land $ 22,561,080 $ 24,989,784 Crude oil pipelines 29,226,307 185,047,367 Natural gas pipeline — 105,322,987 Right-of-way agreements 16,922,336 87,206,374 Pipeline related facilities 5,490,639 42,647,864 Tanks 6,227,632 33,092,825 Construction work in progress 98,822 10,495,266 Vehicles and trailers and other equipment 985,415 2,684,993 Office equipment and computers 660,718 1,569,698 Gross property and equipment $ 82,172,949 $ 493,057,158 Less: accumulated depreciation (87,102) (52,908,191) Net property and equipment $ 82,085,847 $ 440,148,967 Held-for-sale property and equipment consist of the following: Property and Equipment December 31, 2023 Land $ 686,330 Natural gas pipeline 105,387,405 Right-of-way agreements 22,047,174 Vehicles, trailers and other equipment 880,447 Office equipment and computers 268,560 Construction work in process 38,405 Gross Property and equipment $ 129,308,321 Less: accumulated depreciation (30,077,502) Net property and equipment $ 99,230,819 |
CONCENTRATIONS (Tables)
CONCENTRATIONS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Risks and Uncertainties [Abstract] | |
Schedule of Revenue by Major Customers | The Company has customer concentrations through several major customers that have contracted transportation revenues. Concentrations consist of the following: 2023 2022 2021 Percent of Revenues Percent of Revenues Percent of Revenues Phillips 66 13 % 11 % 12 % Shell Trading US Company 13 % 14 % 17 % Chevron Products Company 14 % 18 % 20 % PBF Holding Company 18 % 15 % 13 % Valero 10 % 7 % 5 % Spire 5 % 6 % 6 % Ameren Energy 4 % 4 % 4 % Department of Defense 5 % 4 % 4 % |
FAIR VALUE (Tables)
FAIR VALUE (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Carrying and Fair Value Amounts | Carrying and Fair Value Amounts Level within Fair Value Hierarchy December 31, 2023 December 31, 2022 Carrying Amount (1) Fair Value Carrying Amount (1) Fair Value Financial Assets: 5.875% Convertible Notes Level 2 116,981,229 70,770,975 116,323,530 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) | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | The following is a summary of debt facilities and balances as of December 31, 2023 and 2022: Total Commitment Quarterly Principal Payments (2) December 31, 2023 December 31, 2022 Maturity Amount Outstanding Interest Amount Outstanding Interest Crimson Secured Credit Facility: Crimson Revolver $ 50,000,000 5/3/2024 $ 50,000,000 10.18 % $ 35,000,000 8.41 % Crimson Term Loan 80,000,000 3,000,000 5/3/2024 56,000,000 10.20 % 66,000,000 8.22 % Crimson Uncommitted Incremental Credit Facility 25,000,000 5/3/2024 — — % — — % 5.875% Convertible Notes 120,000,000 — 8/15/2025 118,050,000 5.875 % 118,050,000 5.875 % Total Debt $ 224,050,000 $ 219,050,000 Less: Unamortized deferred financing costs on 5.875% Convertible Notes $ 135,316 $ 218,587 Unamortized discount on 5.875% Convertible Notes 933,455 1,507,883 Unamortized deferred financing costs on Crimson Term Loan (1) 163,980 665,547 Long-term debt, net of deferred financing costs $ 222,817,249 $ 216,657,983 Debt due within one year (2) $ 224,050,000 $ 10,000,000 (1) Unamortized deferred financing costs related to the Company's revolving credit facility are included in Deferred Costs in the Assets section of the Consolidated Balance Sheets. (2) Debt due within one year from December 31, 2023 includes $118.1 million of Convertible Notes due to a default subsequent to year end. |
Schedule of Maturities of Long-term Debt | The remaining contractual principal payments as of December 31, 2023 are as follows: Year Crimson Term Loan Crimson Revolver 5.875% Convertible Notes (1) Total 2024 56,000,000 50,000,000 — 106,000,000 2025 — — 118,050,000 118,050,000 Total Remaining Contractual Payments $ 56,000,000 $ 50,000,000 $ 118,050,000 $ 224,050,000 (1) As of the bankruptcy filing date of February 25, 2024, the Convertible Notes are in default and callable. Crimson Credit Facility Interest Expense A summary of the Crimson Credit Facility interest expense and deferred debt cost amortization expense for the years ended December 31, 2023, 2022 and 2021 is as follows: Crimson Credit Facility Interest Expense For the Years Ended December 31, 2023 2022 2021 Interest Expense $ 10,349,210 $ 5,791,386 $ 4,468,500 Deferred Debt Cost Amortization Expense (1)(2) 814,867 990,540 899,304 Less: Capitalized Interest 669,994 446,625 344,446 Total Crimson Credit Facility Interest Expense $ 10,494,083 $ 6,335,301 $ 5,023,358 (1) Amortization of deferred debt issuance costs is included in interest expense in the Consolidated Statements of Operations. (2) For the amount of deferred debt cost amortization relating to the convertible notes included in the Consolidated Statements of Operations, refer to the Convertible Notes Interest Expense table below. |
Summary of Convertible Note Interest Expense | A summary of the Convertible Notes interest expense, discount amortization, and deferred debt issuance amortization expense for the years ended December 31, 2023, 2022 and 2021 is as follows: Convertible Note Interest Expense For the Years Ended December 31, 2023 2022 2021 5.875% Convertible Notes: Interest Expense $ 6,935,438 $ 6,935,438 $ 6,935,438 Discount Amortization 574,428 574,428 574,428 Deferred Debt Issuance Amortization 83,272 83,272 83,272 Total 5.875% Convertible Notes Interest Expense $ 7,593,138 $ 7,593,138 $ 7,593,138 |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Schedule of Share-Based Payment Arrangement, Restricted Stock Unit, Activity | The following table represents the RSU activity for the year ended December 31, 2023: Restricted Stock Units Weighted Average Grant Date Outstanding at January 1, 2023 674,312 $ 2.58 Granted — — Vested (153,202) 2.58 Forfeited (201,209) 2.58 Outstanding at December 31, 2023 319,901 $ 2.58 Expected to vest as of December 31, 2023 — The following table represents the nonvested RSU activity for the year ended December 31, 2022: Restricted Stock Units Weighted Average Grant Date Outstanding at January 1, 2022 — $ — Granted 682,890 2.58 Vested — — Forfeited (8,578) 2.58 Outstanding at December 31, 2022 674,312 $ 2.58 Expected to vest as of December 31, 2022 674,312 |
Schedule of Share-Based Payment Arrangement, Expensed and Capitalized, Amount | The following table presents the Company's stock-based compensation expense: For the Year Ended December 31, 2023 December 31, 2022 General and administrative expense $ 260,169 $ 540,891 Transportation and distribution expense 44,690 71,226 Total $ 304,859 $ 612,117 |
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 December 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 Class 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 would be entitled to the distribution regardless of whether the corresponding Company security is outstanding. Units Distribution Rights of CorEnergy Securities Liquidation Preference as of December 31, 2023 Annual Distribution per Share Class A-1 Units 7.375% Series A Cumulative Redeemable Preferred Stock (1) $ 26.84 $ 1.84 Class A-2 Units Class B Common Stock N/A Varies (2) Class A-3 Units Class B Common Stock 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 $1.84 unpaid cumulative quarterly dividend for Q1, Q2, Q3, and Q4 of 2023. |
EARNINGS (LOSS) PER SHARE (Tabl
EARNINGS (LOSS) PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Computation of basic and diluted earnings per share | The following table sets forth the computation of basic net loss and diluted net loss per share under the two-class method for the years ended December 31, 2023, 2022, and 2021. LOSS PER SHARE For the Years Ended December 31, 2023 2022 2021 Numerator for basic and diluted losses per Common Stock and Class B Common Stock Net Loss $ (272,830,090) $ (9,519,669) $ (2,535,558) Less: Net Income attributable to non-controlling interests 3,236,848 3,236,848 2,866,467 Net Loss attributable to CorEnergy Infrastructure Trust, Inc. $ (276,066,938) $ (12,756,517) $ (5,402,025) Less dividends/distributions: Preferred dividend 9,552,519 9,552,519 9,395,604 Common Stock dividends — 3,004,579 2,850,026 Total undistributed losses $ (285,619,457) $ (25,313,615) $ (17,647,655) Common Stock undistributed losses - basic $ (273,426,193) $ (24,213,549) $ (17,241,830) Class B Common Stock undistributed losses - basic (12,193,265) (1,100,066) (405,825) Total undistributed losses - basic $ (285,619,457) $ (25,313,615) $ (17,647,655) Common Stock undistributed losses - diluted $ (285,619,457) $ (25,313,615) $ (17,241,830) Class B Common Stock undistributed losses - diluted (12,193,265) (1,100,066) (405,825) Total undistributed losses - diluted $ (297,812,722) $ (26,413,681) $ (17,647,655) Common Stock dividends $ — $ 3,004,579 $ 2,850,026 Common Stock undistributed losses - basic (273,426,193) (24,213,549) (17,241,830) Numerator for basic net loss per Common Stock share: $ (273,426,193) $ (21,208,970) $ (14,391,804) Class B Common Stock dividends $ — $ — $ — Class B Common Stock undistributed losses - basic (12,193,265) (1,100,066) (405,825) Numerator for basic net loss per Class B Common Stock share: $ (12,193,265) $ (1,100,066) $ (405,825) Common Stock dividends $ — $ 3,004,579 $ 2,850,026 Common Stock undistributed losses - diluted (285,619,457) (25,313,615) (17,241,830) Numerator for diluted net loss per Common Stock share: $ (285,619,457) $ (22,309,036) $ (14,391,804) Class B Common Stock dividends $ — $ — $ — Class B Common Stock undistributed losses - diluted (12,193,265) (1,100,066) (405,825) Numerator for diluted net loss per Class B Common Stock share: $ (12,193,265) $ (1,100,066) $ (405,825) Denominator for basic net loss per Common Stock and Class B Common Stock share: Common Stock weighted average shares outstanding - basic 15,332,905 15,050,266 14,246,526 Class B Common Stock weighted average shares outstanding - basic 683,761 683,761 335,324 Denominator for diluted net loss per Common Stock and Class B Common Stock share: Common Stock weighted average shares outstanding - diluted (1)(2) 15,797,862 15,515,223 14,246,526 Class B Common Stock weighted average shares outstanding - diluted (3) 683,761 683,761 335,324 Basic net loss per share: Common Stock $ (17.83) $ (1.41) $ (1.01) Class B Common Stock $ (17.83) $ (1.61) $ (1.21) Diluted net loss per share: Common Stock $ (18.08) $ (1.44) $ (1.01) Class B Common Stock $ (17.83) $ (1.61) $ (1.21) NOTES TO TABLE (1) For purposes of the diluted net loss per share computation for Common Stock, all shares of Class B Common Stock are assumed to be converted at a ratio of 1 Class B Common Stock share to 0.68 Common Stock share; therefore, 100% of undistributed losses is allocated to Common Stock. (2) For the periods ended December 31, 2023 and December 31, 2022, 2,361,000 shares of Common Stock are excluded from the computation of diluted net loss per share because their effect would be antidilutive. These shares are related to the 5.875% Convertible Debt. For the period ended December 31, 2021, 2,825,957 shares of Common Stock are excluded from the computation of diluted net loss per share because their effect would be antidilutive. This is comprised of 464,957 shares of converted Class B Common Stock and 2,361,000 shares of converted 5.875% convertible debt. (3) For purposes of the diluted net loss 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_2
INTRODUCTION AND BASIS OF PRESENTATION - Introduction (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Jan. 19, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | |
Subsequent Event | 5.875% Convertible Notes | Convertible Debt | |||
Schedule of Equity Method Investments | |||
Repurchases of convertible debt | $ 108.5 | ||
Discontinued Operations, Held-for-Sale | MoGas Pipeline and Omega Pipeline Systems | Subsequent Event | |||
Schedule of Equity Method Investments | |||
Proceeds from divestiture of businesses | $ 175 | ||
Common Class A | |||
Schedule of Equity Method Investments | |||
Common stock, par value (in dollars per share) | $ 0.001 | ||
Series A Cumulative Redeemable Preferred Stock | |||
Schedule of Equity Method Investments | |||
Common stock, par value (in dollars per share) | $ 0.001 | ||
Preferred stock interest rate | 7.375% | 7.375% | |
Common Class B | |||
Schedule of Equity Method Investments | |||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
INTRODUCTION AND BASIS OF PRE_3
INTRODUCTION AND BASIS OF PRESENTATION - Chapter 11 Bankruptcy (Details) - USD ($) | Feb. 25, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | Aug. 12, 2019 |
5.875% Convertible Notes | Convertible Debt | ||||
Schedule of Equity Method Investments | ||||
Minimum balance to trigger default upon qualified event | $ 25,000,000 | |||
Effective interest rate (percent) | 5.875% | 5.875% | 5.875% | |
Subsequent Event | Warrant | ||||
Schedule of Equity Method Investments | ||||
Plan of reorganization, incentive plan reserve percentage | 5% | |||
Subsequent Event | Series A Preferred Stock | ||||
Schedule of Equity Method Investments | ||||
Preferred stock interest rate | 2.79% | |||
Subsequent Event | 5.875% Convertible Notes | Convertible Debt | ||||
Schedule of Equity Method Investments | ||||
Plan of reorganization, amount of prepetition obligations to be settled in cash | $ 23,600,000 | |||
Minimum balance to trigger default upon qualified event | $ 12,000,000 | |||
Effective interest rate (percent) | 5.875% | |||
Subsequent Event | 5.875% Convertible Notes | Convertible Debt | Secured Overnight Financing Rate (SOFR) | ||||
Schedule of Equity Method Investments | ||||
Effective interest rate (percent) | 3% | |||
Subsequent Event | 5.875% Convertible Notes | Convertible Debt | Maximum | ||||
Schedule of Equity Method Investments | ||||
Minimum balance to trigger default upon qualified event | $ 8,500,000 | |||
Subsequent Event | Revolving Credit Facility | Line of Credit | ||||
Schedule of Equity Method Investments | ||||
Debt instrument term | 1 year | |||
Maximum borrowing capacity | $ 10,000,000 | |||
Reorganization, Chapter 11, Debtor-in-Possession | Reorganization, Chapter 11, Discharge of Debt Adjustment | Subsequent Event | ||||
Schedule of Equity Method Investments | ||||
Plan of reorganization, percentage of equity reorganized | 90% | |||
Reorganization, Chapter 11, Debtor-in-Possession | Reorganization, Chapter 11, Discharge of Debt Adjustment | Subsequent Event | Convertible Debt | ||||
Schedule of Equity Method Investments | ||||
Plan of reorganization, amount of prepetition obligations to be settled in cash | $ 45,000,000 | |||
Debt instrument term | 5 years | |||
Plan of reorganization, coupon percentage. | 12% | |||
Reorganization, Chapter 11, Debtor-in-Possession | Reorganization, Chapter 11, Exchange of Stock Adjustment | Subsequent Event | ||||
Schedule of Equity Method Investments | ||||
Plan of reorganization, percentage of equity reorganized | 88.96% | |||
Plan of reorganization, percentage of pro rata share receive | 8.25% | |||
Plan of reorganization, estimated pro rata share receive (in USD per share) | $ 0 |
INTRODUCTION AND BASIS OF PRE_4
INTRODUCTION AND BASIS OF PRESENTATION - Basis of Presentation (Details) - VIE - manager | 1 Months Ended | 12 Months Ended | |
Feb. 01, 2021 | Feb. 28, 2021 | Dec. 31, 2023 | |
Schedule of Equity Method Investments | |||
Percentage of voting interest | 49.50% | 49.50% | |
Number of managers | 4 | 4 | |
Crimson Midstream Holdings, LLC | |||
Schedule of Equity Method Investments | |||
Percentage of voting interest | 49.50% | ||
Crimson Midstream Holdings, LLC | Related Party | |||
Schedule of Equity Method Investments | |||
Percentage of voting interest | 50.50% | ||
Pinedale LP | |||
Schedule of Equity Method Investments | |||
Percentage of voting interest | 100% | ||
Grand Isle Corridor LP | |||
Schedule of Equity Method Investments | |||
Percentage of voting interest | 100% | ||
Grier Members | |||
Schedule of Equity Method Investments | |||
Percentage of voting interest | 50.50% | 50.50% | |
Number of managers | 2 | 2 |
INTRODUCTION AND BASIS OF PRE_5
INTRODUCTION AND BASIS OF PRESENTATION - MoGas and Omega (Details) - USD ($) | 12 Months Ended | |||
Jan. 19, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Equity Method Investments | ||||
Repayments of lines of credit | $ 1,000,000 | $ 6,000,000 | $ 22,000,000 | |
Subsequent Event | Crimson Credit Facility | Line of Credit | ||||
Schedule of Equity Method Investments | ||||
Repayments of lines of credit | $ 108,500,000 | |||
Disposed of by Sale, Not Discontinued Operations | MoGas Pipeline and Omega Pipeline Systems | Subsequent Event | ||||
Schedule of Equity Method Investments | ||||
Disposal consideration | $ 175,000,000 |
SIGNIFICANT ACCOUNTING POLICI_3
SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 30, 2023 | Jan. 01, 2023 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Depreciation | $ 14,100,000 | $ 16,000,000 | $ 14,700,000 | ||
Reserve for financing notes and related accrued interest receivable | $ 50,000 | 600,000 | |||
Accounts receivables, settlement term | 60 days | ||||
Revenue from contract with customer, collectability, percent | 99% | ||||
Retained deficit | $ 609,902,035 | $ 333,785,097 | |||
Prepaid Expenses and Other Current Assets | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Investments receivable | 1,100,000 | ||||
Investment receivable, allowance | $ 550,000 | $ 0 | |||
Cumulative Effect, Period of Adoption, Adjustment | Accounting Standards Update 2016-13 | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Retained deficit | $ 50,000 | ||||
Crude oil pipelines | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Property, plant and equipment, useful life | 25 years | 35 years | 35 years | ||
Depreciation | $ 41,000 |
HELD-FOR-SALE - Narrative (Deta
HELD-FOR-SALE - Narrative (Details) - USD ($) | 12 Months Ended | |||
Jan. 19, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Repayments of lines of credit | $ 1,000,000 | $ 6,000,000 | $ 22,000,000 | |
Subsequent Event | Crimson Credit Facility | Line of Credit | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Repayments of lines of credit | $ 108,500,000 | |||
Disposed of by Sale, Not Discontinued Operations | MoGas Pipeline and Omega Pipeline Systems | Subsequent Event | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Disposal consideration | $ 175,000,000 |
HELD-FOR-SALE - MoGas and Omega
HELD-FOR-SALE - MoGas and Omega Pipeline Systems (Details) - Discontinued Operations, Held-for-Sale - MoGas Pipeline and Omega Pipeline Systems - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Pre-tax profit | $ 1,549,567 | $ 4,570,194 |
Allocated interest related to the sale to repay the Crimson Credit Facility | $ 10,494,076 | $ 6,335,303 |
HELD-FOR-SALE - Balance Sheet (
HELD-FOR-SALE - Balance Sheet (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Assets | ||
Total Assets | $ 105,230,596 | $ 0 |
Liabilities | ||
Total Liabilities | 5,969,221 | $ 0 |
Discontinued Operations, Held-for-Sale | ||
Liabilities | ||
Accumulated depreciation, property and equipment | 30,077,502 | |
Discontinued Operations, Held-for-Sale | MoGas Pipeline and Omega Pipeline Systems | ||
Assets | ||
Property and equipment, net of accumulated depreciation of $30,077,502 | 99,230,819 | |
Accumulated depreciation, leased property | 1,216,249 | |
Cash and cash equivalents | 225,000 | |
Accounts and other receivables | 3,058,685 | |
Inventory | 146,042 | |
Prepaid expenses and other assets | 1,245,876 | |
Operating right-of-use assets | 107,925 | |
Total Assets | 105,230,596 | |
Liabilities | ||
Accounts payable and other accrued liabilities | 638,187 | |
Operating lease liability | 27,792 | |
Deferred tax liability, net | 631,480 | |
Unearned revenue | 4,671,762 | |
Total Liabilities | 5,969,221 | |
Accumulated depreciation, property and equipment | 30,077,502 | |
Leased property, accumulated depreciation | $ 309,778 |
TRANSPORTATION AND DISTRIBUTI_3
TRANSPORTATION AND DISTRIBUTION REVENUE - Contract Liability Balance (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Discontinued Operations, Held-for-Sale | MoGas Pipeline and Omega Pipeline Systems | ||
Change In Contract With Customer, Liability [Roll Forward] | ||
Unearned revenue | $ 4,671,762 | |
Transportation and distribution | ||
Change In Contract With Customer, Liability [Roll Forward] | ||
Beginning balance | 5,927,873 | $ 5,339,364 |
Unrecognized Performance Obligations | 187,024 | 1,175,824 |
Recognized Performance Obligations | (1,052,386) | (587,315) |
Ending balance | $ 5,062,511 | $ 5,927,873 |
TRANSPORTATION AND DISTRIBUTI_4
TRANSPORTATION AND DISTRIBUTION REVENUE - Narrative (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Revenue from Contract with Customer [Abstract] | |
Unamortized deferred contract costs | $ 735 |
TRANSPORTATION AND DISTRIBUTI_5
TRANSPORTATION AND DISTRIBUTION REVENUE - Schedules of Concentration of Risk (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Transportation and distribution | |||
Concentration Risk [Line Items] | |||
Revenue from contracts with customers | $ 118,460,499 | $ 122,367,155 | $ 117,855,364 |
Transportation and distribution | Product and Services | Revenue | |||
Concentration Risk [Line Items] | |||
Concentration percentage | 100% | 100% | 100% |
Crude oil transportation revenue | |||
Concentration Risk [Line Items] | |||
Revenue from contracts with customers | $ 96,442,533 | $ 100,710,014 | $ 96,253,911 |
Crude oil transportation revenue | Product and Services | Revenue | |||
Concentration Risk [Line Items] | |||
Concentration percentage | 81.40% | 82.30% | 81.70% |
Natural gas transportation contracts | |||
Concentration Risk [Line Items] | |||
Revenue from contracts with customers | $ 14,692,804 | $ 15,415,891 | $ 15,222,145 |
Natural gas transportation contracts | Product and Services | Revenue | |||
Concentration Risk [Line Items] | |||
Concentration percentage | 12.40% | 12.60% | 12.90% |
Natural gas distribution contracts | |||
Concentration Risk [Line Items] | |||
Revenue from contracts with customers | $ 5,056,283 | $ 4,899,750 | $ 4,785,548 |
Natural gas distribution contracts | Product and Services | Revenue | |||
Concentration Risk [Line Items] | |||
Concentration percentage | 4.30% | 4% | 4.10% |
Other | |||
Concentration Risk [Line Items] | |||
Revenue from contracts with customers | $ 2,268,879 | $ 1,341,500 | $ 1,593,760 |
Other | Product and Services | Revenue | |||
Concentration Risk [Line Items] | |||
Concentration percentage | 1.90% | 1.10% | 1.30% |
LEASED PROPERTIES AND LEASES -
LEASED PROPERTIES AND LEASES - Information Regarding Operating Leases (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Lease cost: | ||
Operating lease cost | $ 1,622,853 | $ 1,786,402 |
Other Information: | ||
Operating cash flows from operating leases | 1,269,790 | 1,783,822 |
Supplemental disclosure of non-cash leasing activities: | ||
Right-of-use assets obtained in exchange for new operating lease liabilities | $ 336,656 | $ 66,385 |
Weighted-average remaining lease term - operating leases (in years) | 9 years 9 months 18 days | 11 years |
Weighted-average discount rate - operating leases | 8.50% | 7.45% |
LEASED PROPERTIES AND LEASES _2
LEASED PROPERTIES AND LEASES - Future Minimum Lease Receipts (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Leases [Abstract] | ||
2024 | $ 976,299 | |
2025 | 1,011,878 | |
2026 | 942,903 | |
2027 | 952,464 | |
2028 | 967,093 | |
Thereafter | 4,737,344 | |
Total | 9,587,981 | |
Less: Present Value Discount | 3,079,496 | |
Operating Lease, Liability | $ 6,508,485 | |
Operating Lease, Liability, Statement of Financial Position [Extensible Enumeration] | Operating Lease, Liability | |
Operating lease liability, assets held for sale | $ 27,792 | |
Operating lease liability | $ 6,480,693 | $ 4,696,410 |
FINANCING NOTES RECEIVABLE (Det
FINANCING NOTES RECEIVABLE (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 12, 2018 | |
Financing Receivable, Allowance for Credit Loss [Line Items] | |||
Financing notes and related accrued interest receivable, net | $ 606,850 | $ 858,079 | |
Reserve for financing notes and related accrued interest receivable | $ 50,000 | 600,000 | |
Notes Receivable | |||
Financing Receivable, Allowance for Credit Loss [Line Items] | |||
Financing receivable | $ 1,300,000 | ||
Financing receivable, interest rate | 12% | ||
Monthly principal payments | $ 24,000 | ||
Financing notes and related accrued interest receivable, net | 607,000 | 858,000 | |
Reserve for financing notes and related accrued interest receivable | $ 50,000 | $ 0 |
INCOME TAXES - Deferred Tax Ass
INCOME TAXES - Deferred Tax Assets and Liabilities (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred Tax Assets: | ||
Deferred contract revenue | $ 0 | $ 1,230,985 |
Net operating loss carryforwards | 206,630 | 7,027,439 |
Capital loss carryforward | 0 | 92,418 |
Other | 0 | 338 |
Sub-total | 206,630 | 8,351,180 |
Valuation allowance | 0 | (5,168,148) |
Sub-total | 206,630 | 3,183,032 |
Deferred Tax Liabilities: | ||
Cost recovery of fixed assets | 0 | (4,386,744) |
Other | 0 | (88,588) |
Sub-total | 0 | (4,475,332) |
Total net deferred tax asset (liability) | 206,630 | |
Total net deferred tax asset (liability) | $ (1,292,300) | |
Discontinued Operations, Held-for-Sale | ||
Deferred Tax Assets: | ||
Deferred contract revenue | 1,062,314 | |
Net operating loss carryforwards | 7,513,823 | |
Capital loss carryforward | 92,418 | |
Other | 282 | |
Sub-total | 8,668,837 | |
Valuation allowance | (3,589,514) | |
Sub-total | 5,079,323 | |
Deferred Tax Liabilities: | ||
Cost recovery of fixed assets | (5,604,576) | |
Other | (106,227) | |
Sub-total | (5,710,803) | |
Total net deferred tax asset (liability) | $ (631,480) |
INCOME TAXES - Narrative (Detai
INCOME TAXES - Narrative (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Income Tax Contingency [Line Items] | ||
Net operating loss for federal income tax purposes | $ 31,900,000 | $ 29,200,000 |
NOL not subject to expiration | 31,700,000 | |
NOL subject to expiration | 155,000 | |
Valuation allowance | 0 | 5,168,148 |
Capital Loss Carryforward | ||
Income Tax Contingency [Line Items] | ||
Carryforward for tax purposes | 440,000 | 440,000 |
Corridor Private | Capital Loss Carryforward | ||
Income Tax Contingency [Line Items] | ||
Valuation allowance | 92,000 | 92,000 |
Corridor MoGas | Capital Loss Carryforward | ||
Income Tax Contingency [Line Items] | ||
Valuation allowance | $ 3,500,000 | $ 5,200,000 |
INCOME TAXES - Income Tax Expen
INCOME TAXES - Income Tax Expense (Benefit) (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Total income tax expense (benefit) differs from the amount computed by applying the federal statutory income tax rates net investment income and net realized and unrealized gains on investments | |||
Application of statutory income tax rate | $ (56,874,018) | $ (2,327,764) | $ (278,726) |
State income taxes, net of federal tax benefit | 77,878 | 68,320 | 681,342 |
Income of Real Estate Investment Trust not subject to tax | 57,537,442 | 2,664,761 | 532,952 |
Increase (decrease) in valuation allowance | (1,578,634) | 1,276,806 | 3,159,313 |
Other | (3,311) | (10,212) | (20,122) |
Income tax expense (benefit), net | $ (840,643) | $ 1,671,911 | $ 4,074,759 |
INCOME TAXES - Components of In
INCOME TAXES - Components of Income Tax Benefit (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Current tax expense (benefit) | |||
Federal | $ 13,605 | $ 141,544 | $ (7,154) |
State (net of federal tax benefit) | 13,203 | 31,783 | 5,623 |
Total current tax expense (benefit) | 26,808 | 173,327 | (1,531) |
Deferred tax expense | |||
Federal | (273,901) | 947,036 | 3,400,571 |
State (net of federal tax benefit) | (593,550) | 551,548 | 675,719 |
Total deferred tax expense (benefit) | (867,451) | 1,498,584 | 4,076,290 |
Income tax expense (benefit), net | $ (840,643) | $ 1,671,911 | $ 4,074,759 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 30, 2023 | |
Property, Plant and Equipment [Line Items] | ||||
Net property and equipment | $ 82,085,847 | $ 440,148,967 | ||
Depreciation | 14,100,000 | 16,000,000 | $ 14,700,000 | |
Loss on impairment of leased property | 258,315,556 | 0 | $ 0 | |
Discontinued Operations, Held-for-Sale | ||||
Property, Plant and Equipment [Line Items] | ||||
Gross property and equipment | 129,308,321 | |||
Less: accumulated depreciation | (30,077,502) | |||
Net property and equipment | 99,230,819 | |||
Depreciation | 775,000 | |||
Land | ||||
Property, Plant and Equipment [Line Items] | ||||
Gross property and equipment | 22,561,080 | 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 | $ 29,226,307 | $ 185,047,367 | ||
Property, plant and equipment, useful life | 25 years | 35 years | 35 years | |
Depreciation | $ 41,000 | |||
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 | 105,387,405 | |||
Right-of-way agreements | ||||
Property, Plant and Equipment [Line Items] | ||||
Gross property and equipment | 16,922,336 | 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 | 5,490,639 | 42,647,864 | ||
Tanks | ||||
Property, Plant and Equipment [Line Items] | ||||
Gross property and equipment | 6,227,632 | 33,092,825 | ||
Construction work in progress | ||||
Property, Plant and Equipment [Line Items] | ||||
Gross property and equipment | 10,495,266 | |||
Gross property and equipment | 98,822 | |||
Construction work in progress | Discontinued Operations, Held-for-Sale | ||||
Property, Plant and Equipment [Line Items] | ||||
Gross property and equipment | 38,405 | |||
Vehicles and trailers and other equipment | ||||
Property, Plant and Equipment [Line Items] | ||||
Gross property and equipment | 985,415 | 2,684,993 | ||
Vehicles and trailers and other equipment | Discontinued Operations, Held-for-Sale | ||||
Property, Plant and Equipment [Line Items] | ||||
Gross property and equipment | 880,447 | |||
Office equipment and computers | ||||
Property, Plant and Equipment [Line Items] | ||||
Gross property and equipment | 660,718 | 1,569,698 | ||
Office equipment and computers | Discontinued Operations, Held-for-Sale | ||||
Property, Plant and Equipment [Line Items] | ||||
Gross property and equipment | 268,560 | |||
Property, Plant and Equipment, Other Types | ||||
Property, Plant and Equipment [Line Items] | ||||
Gross property and equipment | 82,172,949 | 493,057,158 | ||
Less: accumulated depreciation | (87,102) | (52,908,191) | ||
Net property and equipment | $ 82,085,847 | $ 440,148,967 |
GOODWILL (Details)
GOODWILL (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill [Line Items] | |||
Loss on impairment of goodwill | $ 0 | $ 16,210,020 | $ 0 |
Goodwill | $ 0 | 0 | |
Corridor Reporting Unit | |||
Goodwill [Line Items] | |||
Loss on impairment of goodwill | 14,500,000 | ||
MoGas | |||
Goodwill [Line Items] | |||
Loss on impairment of goodwill | $ 1,700,000 |
CONCENTRATIONS (Details)
CONCENTRATIONS (Details) - Revenue from Contract with Customer - Customer Concentration Risk | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Phillips 66 | |||
Concentration Risk [Line Items] | |||
Percent of Revenues | 13% | 11% | 12% |
Shell Trading US Company | |||
Concentration Risk [Line Items] | |||
Percent of Revenues | 13% | 14% | 17% |
Chevron Products Company | |||
Concentration Risk [Line Items] | |||
Percent of Revenues | 14% | 18% | 20% |
PBF Holding Company | |||
Concentration Risk [Line Items] | |||
Percent of Revenues | 18% | 15% | 13% |
Valero | |||
Concentration Risk [Line Items] | |||
Percent of Revenues | 10% | 7% | 5% |
Spire | |||
Concentration Risk [Line Items] | |||
Percent of Revenues | 5% | 6% | 6% |
Ameren Energy | |||
Concentration Risk [Line Items] | |||
Percent of Revenues | 4% | 4% | 4% |
Department of Defense | |||
Concentration Risk [Line Items] | |||
Percent of Revenues | 5% | 4% | 4% |
MANAGEMENT AGREEMENT (Details)
MANAGEMENT AGREEMENT (Details) - Corridor Infra Trust Management - USD ($) $ in Thousands | 3 Months Ended | ||
Apr. 01, 2021 | Jul. 06, 2021 | Feb. 01, 2021 | |
Management Agreement [Line Items] | |||
Bonus payment advance | $ 1,000 | ||
Contribution agreement, quarterly payment | $ 172 | ||
Dividends paid under agreement | $ 53 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Mar. 15, 2023 | Jul. 31, 2020 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Loss Contingencies [Line Items] | |||||
Restructuring Costs | $ 2,600 | ||||
Restructuring, Incurred Cost, Statement of Income or Comprehensive Income [Extensible Enumeration] | General and administrative | ||||
Restructuring Reserve | $ 172 | ||||
Stock-based compensation expense | 0 | $ 180 | |||
Series A Preferred Stock | |||||
Loss Contingencies [Line Items] | |||||
Dividends payable | 9,600 | ||||
Class A-1 Units | |||||
Loss Contingencies [Line Items] | |||||
Distribution payable, non-controlling interest | $ 3,200 | ||||
Cash Unit | |||||
Loss Contingencies [Line Items] | |||||
Amount received in future (in usd per share) | $ 1 | ||||
Cash Unit | March 15th 2023 | |||||
Loss Contingencies [Line Items] | |||||
Vesting rights percentage | 33.33% | ||||
Cash Unit | March 15th 2022 | |||||
Loss Contingencies [Line Items] | |||||
Vesting rights percentage | 33.33% | ||||
Cash Unit | March 15th 2024 | |||||
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 | ||||
Stock-based compensation expense | $ 541 | ||||
Crimson Legal Proceedings | |||||
Loss Contingencies [Line Items] | |||||
Settlement awarded to other party | $ 330 | ||||
Penalties | $ 900 | ||||
California Bonds Indemnification | |||||
Loss Contingencies [Line Items] | |||||
Premium for bonds outstanding | $ 148 |
FAIR VALUE - Additional Informa
FAIR VALUE - Additional Information (Details) $ in Millions | Dec. 31, 2023 USD ($) |
Fair Value Disclosures [Abstract] | |
Fair value on a nonrecurring basis using unobservable inputs | $ 82.1 |
FAIR VALUE - Carrying and Fair
FAIR VALUE - Carrying and Fair Value Amounts (Details) - 5.875% Convertible Notes - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 | Aug. 12, 2019 |
Level 2 | |||
Financial Assets: | |||
Convertible debt outstanding | $ 116,981,229 | $ 116,323,530 | |
Fair Value | $ 70,770,975 | $ 79,093,500 | |
Convertible Debt | |||
Financial Assets: | |||
Effective interest rate (percent) | 5.875% | 5.875% | 5.875% |
DEBT - Schedule of Debt (Detail
DEBT - Schedule of Debt (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Aug. 12, 2019 | |
Debt Instrument [Line Items] | |||
Amount Outstanding | $ 224,050,000 | $ 219,050,000 | |
Deferred debt financing costs, net | 163,980 | 665,547 | |
Total Remaining Contractual Payments | 222,817,249 | 216,657,983 | |
Debt due within one year(2) | 224,050,000 | 10,000,000 | |
Crimson Credit Facility | |||
Debt Instrument [Line Items] | |||
Debt issuance costs, line of credit | $ 163,980 | 665,547 | |
Line of Credit | Crimson Credit Facility | |||
Debt Instrument [Line Items] | |||
Interest rate, effective | 10.20% | ||
Total Remaining Contractual Payments | $ 224,050,000 | ||
2025 | 118,050,000 | ||
Line of Credit | Revolving Credit Facility | Crimson Credit Facility | |||
Debt Instrument [Line Items] | |||
Total Commitment or Original Principal | 50,000,000 | ||
Quarterly Principal Payments | |||
Amount Outstanding | $ 50,000,000 | $ 35,000,000 | |
Interest rate, effective | 10.18% | 8.41% | |
Total Remaining Contractual Payments | $ 50,000,000 | ||
2025 | 0 | ||
Line of Credit | Bridge Loan | Crimson Credit Facility | |||
Debt Instrument [Line Items] | |||
Total Commitment or Original Principal | 80,000,000 | ||
Quarterly Principal Payments | 3,000,000 | ||
Amount Outstanding | $ 56,000,000 | $ 66,000,000 | |
Interest rate, effective | 10.20% | 8.22% | |
Total Remaining Contractual Payments | $ 56,000,000 | ||
2025 | 0 | ||
Line of Credit | Uncommitted Incremental Facility | Crimson Credit Facility | |||
Debt Instrument [Line Items] | |||
Total Commitment or Original Principal | 25,000,000 | ||
Quarterly Principal Payments | |||
Amount Outstanding | $ 0 | $ 0 | |
Interest rate, effective | 0% | 0% | |
Convertible Debt | 5.875% Convertible Notes | |||
Debt Instrument [Line Items] | |||
Total Commitment or Original Principal | $ 120,000,000 | $ 120,000,000 | |
Quarterly Principal Payments | $ 0 | ||
Amount Outstanding | $ 118,050,000 | ||
Interest rate, fixed | 5.875% | 5.875% | 5.875% |
Deferred debt financing costs, net | $ 135,316 | $ 218,587 | |
Unamortized discount | 933,455 | $ 1,507,883 | $ 3,500,000 |
Total Remaining Contractual Payments | 118,050,000 | ||
2025 | $ 118,050,000 |
DEBT - Narrative (Details)
DEBT - Narrative (Details) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||||
Jan. 19, 2024 USD ($) | Sep. 30, 2023 USD ($) | Feb. 04, 2021 USD ($) | Aug. 12, 2019 USD ($) tradingDay $ / shares | Jul. 28, 2017 USD ($) | Sep. 30, 2023 USD ($) | Mar. 31, 2021 USD ($) | Jun. 30, 2023 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Feb. 25, 2024 USD ($) | Jul. 27, 2017 USD ($) | |
Debt Instrument [Line Items] | |||||||||||||
Advances on the Crimson Revolver | $ 16,000,000 | $ 14,000,000 | $ 24,000,000 | ||||||||||
Repayments of lines of credit | 1,000,000 | 6,000,000 | 22,000,000 | ||||||||||
Debt issuance costs | 163,980 | 665,547 | |||||||||||
Amortization of debt issuance costs | 1,472,565 | 1,648,242 | 1,604,881 | ||||||||||
Loss on extinguishment of debt | $ 0 | $ 0 | (861,814) | ||||||||||
Bears interest percent | 9.50% | 5.70% | |||||||||||
Note payable | $ 4,600,000 | $ 3,500,000 | |||||||||||
Line of Credit | CorEnergy Credit Facility | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt issuance costs | $ 1,300,000 | $ 1,800,000 | |||||||||||
Amortization of debt issuance costs | 1,600,000 | ||||||||||||
Loss on extinguishment of debt | $ 862,000 | ||||||||||||
Line of Credit | Amended And Restated CorEnergy Credit Facility | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Amortization of debt issuance costs | $ 2,900,000 | ||||||||||||
Debt instrument term | 5 years | ||||||||||||
Crimson Credit Facility | Line of Credit | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Maximum borrowing capacity | $ 155,000,000 | ||||||||||||
Leverage ratio | 2.75 | 2.50 | |||||||||||
Quarterly payments | $ 3,000,000 | $ 2,000,000 | |||||||||||
Ratio of covenant requirement | 2.50 | 2.50 | 3.75 | ||||||||||
Interest rate, effective | 10.20% | ||||||||||||
Advances on the Crimson Revolver | $ 30,000,000 | ||||||||||||
Minimum debt service coverage ratio | 2 | ||||||||||||
Amortization of debt issuance costs | $ 814,867 | $ 990,540 | 899,304 | ||||||||||
Interest expense | $ 10,349,210 | $ 5,791,386 | 4,468,500 | ||||||||||
Crimson Credit Facility | Line of Credit | Subsequent Event | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Repayments of lines of credit | $ 108,500,000 | ||||||||||||
Crimson Credit Facility | Line of Credit | Leverage Ratio Term One | Debt Covenant, Period One | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Leverage ratio | 3 | ||||||||||||
Crimson Credit Facility | Line of Credit | Leverage Ratio Term Two | Debt Covenant, Period Two | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Leverage ratio | 2.75 | ||||||||||||
Crimson Credit Facility | Line of Credit | Leverage Ratio Term Three | Debt Covenant, Period Three | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Leverage ratio | 2.50 | ||||||||||||
Crimson Credit Facility | Line of Credit | Option One | Minimum | Secured Overnight Financing Rate (SOFR) | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Basis spread on variable rate | 3.25% | ||||||||||||
Crimson Credit Facility | Line of Credit | Option One | Maximum | Secured Overnight Financing Rate (SOFR) | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Basis spread on variable rate | 4.50% | ||||||||||||
Crimson Credit Facility | Line of Credit | Option Two | Secured Overnight Financing Rate (SOFR) | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Basis spread on variable rate | 1% | ||||||||||||
Crimson Credit Facility | Line of Credit | Option Two | Fed Funds Rate | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Basis spread on variable rate | 0.50% | ||||||||||||
Crimson Credit Facility | Line of Credit | Option Two | Minimum | Secured Overnight Financing Rate (SOFR) | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Additional basis spread on variable rate | 2.25% | ||||||||||||
Crimson Credit Facility | Line of Credit | Option Two | Maximum | Secured Overnight Financing Rate (SOFR) | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Additional basis spread on variable rate | 3.50% | ||||||||||||
Crimson Credit Facility | Line of Credit | Revolving Credit Facility | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Maximum borrowing capacity | $ 50,000,000 | ||||||||||||
Interest rate, effective | 10.18% | 8.41% | |||||||||||
Total Commitment or Original Principal | $ 50,000,000 | ||||||||||||
Crimson Credit Facility | Line of Credit | Bridge Loan | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Maximum borrowing capacity | 80,000,000 | ||||||||||||
Quarterly payments | $ 3,000,000 | ||||||||||||
Interest rate, effective | 10.20% | 8.22% | |||||||||||
Total Commitment or Original Principal | $ 80,000,000 | ||||||||||||
Crimson Credit Facility | Line of Credit | Uncommitted Incremental Facility | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Maximum borrowing capacity | $ 25,000,000 | ||||||||||||
Interest rate, effective | 0% | 0% | |||||||||||
Total Commitment or Original Principal | $ 25,000,000 | ||||||||||||
Amended And Restated CorEnergy Credit Facility | Line of Credit | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Amortization of debt issuance costs | 48,000 | ||||||||||||
5.875% Convertible Notes | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Number of trading days | tradingDay | 20 | ||||||||||||
5.875% Convertible Notes | Convertible Debt | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt issuance costs | 135,316 | $ 218,587 | |||||||||||
Amortization of debt issuance costs | 83,272 | 83,272 | 83,272 | ||||||||||
Total Commitment or Original Principal | $ 120,000,000 | 120,000,000 | |||||||||||
Redemption price in percentage | 100% | ||||||||||||
Amount of underwriter's discount | $ 3,500,000 | 933,455 | 1,507,883 | ||||||||||
Deferred debt costs | $ 508,000 | ||||||||||||
Conversion price (in dollars per share) | $ / shares | $ 50 | ||||||||||||
Sale price of common stock, percentage | 125% | ||||||||||||
Number of consecutive trading days | tradingDay | 30 | ||||||||||||
Minimum balance to trigger default upon qualified event | $ 25,000,000 | ||||||||||||
Interest expense | $ 6,935,438 | $ 6,935,438 | $ 6,935,438 | ||||||||||
Effective interest rate (percent) | 5.875% | 5.875% | 5.875% | ||||||||||
Effective percentage | 6.40% | 6.40% | 6.40% | ||||||||||
Conversion ratio | 0.02 | ||||||||||||
5.875% Convertible Notes | Convertible Debt | Subsequent Event | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Minimum balance to trigger default upon qualified event | $ 12,000,000 | ||||||||||||
Effective interest rate (percent) | 5.875% | ||||||||||||
5.875% Convertible Notes | Convertible Debt | Secured Overnight Financing Rate (SOFR) | Subsequent Event | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Effective interest rate (percent) | 3% | ||||||||||||
5.875% Convertible Notes | Convertible Debt | Maximum | Subsequent Event | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Minimum balance to trigger default upon qualified event | $ 8,500,000 |
DEBT - Contractual Payments (De
DEBT - Contractual Payments (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
Total Remaining Contractual Payments | $ 222,817,249 | $ 216,657,983 |
Line of Credit | Crimson Credit Facility | ||
Debt Instrument [Line Items] | ||
2024 | 106,000,000 | |
2025 | 118,050,000 | |
Total Remaining Contractual Payments | 224,050,000 | |
Line of Credit | Crimson Credit Facility | Bridge Loan | ||
Debt Instrument [Line Items] | ||
2024 | 56,000,000 | |
2025 | 0 | |
Total Remaining Contractual Payments | 56,000,000 | |
Line of Credit | Crimson Credit Facility | Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
2024 | 50,000,000 | |
2025 | 0 | |
Total Remaining Contractual Payments | 50,000,000 | |
Convertible Debt | 5.875% Convertible Notes | ||
Debt Instrument [Line Items] | ||
2024 | 0 | |
2025 | 118,050,000 | |
Total Remaining Contractual Payments | $ 118,050,000 |
DEBT - Deferred Financing Costs
DEBT - Deferred Financing Costs Summary (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Aug. 12, 2019 | |
Debt Instrument [Line Items] | ||||
Deferred Debt Issuance Amortization | $ 1,472,565 | $ 1,648,242 | $ 1,604,881 | |
Total interest expense | 18,087,219 | 13,928,439 | 12,742,157 | |
Line of Credit | Crimson Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Interest expense | 10,349,210 | 5,791,386 | 4,468,500 | |
Deferred Debt Issuance Amortization | 814,867 | 990,540 | 899,304 | |
Less: Capitalized Interest | 669,994 | 446,625 | 344,446 | |
Total interest expense | 10,494,083 | 6,335,301 | 5,023,358 | |
Convertible Debt | 5.875% Convertible Notes | ||||
Debt Instrument [Line Items] | ||||
Interest expense | 6,935,438 | 6,935,438 | 6,935,438 | |
Discount Amortization | 574,428 | 574,428 | 574,428 | |
Deferred Debt Issuance Amortization | 83,272 | 83,272 | 83,272 | |
Total interest expense | $ 7,593,138 | $ 7,593,138 | $ 7,593,138 | |
Effective interest rate (percent) | 5.875% | 5.875% | 5.875% |
STOCKHOLDER'S EQUITY - Stock Ba
STOCKHOLDER'S EQUITY - Stock Based Compensation Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | May 26, 2022 | May 25, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 0 | $ 180 | ||
Director | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Granted (in shares) | 80,817 | |||
Granted (in dollars per share) | $ 2.23 | |||
Restricted Stock Units (RSUs) | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Granted (in shares) | 0 | 682,890 | ||
Granted (in dollars per share) | $ 0 | $ 2.58 | ||
Omnibus Equity Incentive Plan | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Common stock authorized (in shares) | 3,000,000 | |||
Common stock, shares authorized | 3,000,000 | |||
Common stock, shares issued | 80,817 | |||
Remaining shares available for grant (in shares) | 2,236,293 | |||
Omnibus Equity Incentive Plan | Restricted Stock Units (RSUs) | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Granted (in shares) | 473,103 |
STOCKHOLDER'S EQUITY - Restrict
STOCKHOLDER'S EQUITY - Restricted Stock Units Narrative (Details) - USD ($) | 12 Months Ended | |||
Feb. 25, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Class of Stock [Line Items] | ||||
Remaining unrecognized stock-based compensation cost | $ 483,000 | |||
Weighted average period over which the remaining compensation expense is recognized | 1 year 2 months 12 days | |||
Stock-based compensation | $ 304,859 | $ 612,117 | $ 22,500 | |
Restricted Stock Units (RSUs) | ||||
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 (RSUs) | March 15th 2023 | ||||
Class of Stock [Line Items] | ||||
Vesting rights percentage | 33.33% | |||
Restricted Stock Units (RSUs) | March 15th 2022 | ||||
Class of Stock [Line Items] | ||||
Vesting rights percentage | 33.33% | |||
Restricted Stock Units (RSUs) | March 15th 2024 | ||||
Class of Stock [Line Items] | ||||
Vesting rights percentage | 33.33% | |||
Restricted Stock Units (RSUs) | Subsequent Event | ||||
Class of Stock [Line Items] | ||||
Stock-based compensation | $ 483,000 |
STOCKHOLDER'S EQUITY - Schedule
STOCKHOLDER'S EQUITY - Schedule of Unvested RSUs (Details) - Restricted Stock Units (RSUs) - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Restricted Stock Units | ||
Period start (in shares) | 674,312 | 0 |
Granted (in shares) | 0 | 682,890 |
Vested (in shares) | (153,202) | 0 |
Forfeited (in shares) | (201,209) | (8,578) |
Period end (in shares) | 319,901 | 674,312 |
Expected to vest (in shares) | 0 | 674,312 |
Weighted Average Grant Date Fair Value | ||
Period start (in dollars per share) | $ 2.58 | $ 0 |
Granted (in dollars per share) | 0 | 2.58 |
Vested (in dollars per share) | 2.58 | 0 |
Forfeited (in dollars per share) | 2.58 | 2.58 |
Period end (in dollars per share) | $ 2.58 | $ 2.58 |
STOCKHOLDER'S EQUITY - Stock-ba
STOCKHOLDER'S EQUITY - Stock-based Compensation Expense (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Stock-based compensation expense | $ 0 | $ 180,000 |
Restricted Stock | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Stock-based compensation expense | 304,859 | 612,117 |
Restricted Stock | General and administrative expense | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Stock-based compensation expense | 260,169 | 540,891 |
Restricted Stock | Transportation and distribution expense | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Stock-based compensation expense | $ 44,690 | $ 71,226 |
STOCKHOLDER'S EQUITY - Preferre
STOCKHOLDER'S EQUITY - Preferred Stock Common Stock and Dividends Narrative (Details) $ / shares in Units, $ in Millions | 12 Months Ended | |||||||||
Feb. 25, 2024 | Feb. 04, 2024 shares | Sep. 16, 2021 shares | Jul. 06, 2021 shares | May 10, 2017 $ / shares shares | Apr. 18, 2017 $ / shares shares | Jan. 27, 2015 shares | Dec. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2022 $ / shares shares | Feb. 24, 2024 shares | |
Class of Stock [Line Items] | ||||||||||
Preferred stock, shares authorized | 69,367,000 | |||||||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.001 | |||||||||
Preferred stock, shares outstanding | 51,810 | |||||||||
Number of shares issued in transaction (in shares) | 1,837,607 | |||||||||
Series A Cumulative Redeemable Preferred Stock | ||||||||||
Class of Stock [Line Items] | ||||||||||
Preferred stock, shares authorized | 69,367,000 | 69,367,000 | ||||||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | ||||||||
Depositary shares percentage | 1% | 1% | ||||||||
Preferred stock, shares issued | 22,500 | 51,810 | 51,810 | |||||||
Preferred stock interest rate | 7.375% | 7.375% | ||||||||
Preferred stock, liquidation preference (in dollars per share) | $ / shares | $ 2,500 | $ 2,500 | ||||||||
Preferred stock, shares outstanding | 51,810 | 51,810 | ||||||||
Non-Convertible Common Stock | ||||||||||
Class of Stock [Line Items] | ||||||||||
Common stock, shares outstanding | 15,353,833 | 15,253,958 | ||||||||
Common stock, shares issued | 15,353,833 | 15,253,958 | ||||||||
Common Class B | ||||||||||
Class of Stock [Line Items] | ||||||||||
Common stock, shares outstanding | 683,761 | 683,761 | ||||||||
Common stock, shares issued | 683,761 | 683,761 | ||||||||
Series A Preferred Stock | ||||||||||
Class of Stock [Line Items] | ||||||||||
Dividends payable | $ | $ 9.6 | |||||||||
Series A Preferred Stock | Subsequent Event | ||||||||||
Class of Stock [Line Items] | ||||||||||
Preferred stock interest rate | 2.79% | |||||||||
Class A-1 Units | ||||||||||
Class of Stock [Line Items] | ||||||||||
Preferred stock, liquidation preference (in dollars per share) | $ / shares | $ 25 | |||||||||
Distribution payable, non-controlling interest | $ | $ 3.2 | |||||||||
Internalization | Common Class B | ||||||||||
Class of Stock [Line Items] | ||||||||||
Number of shares issued in transaction (in shares) | 683,761 | |||||||||
Internalization | Common Class B | Subsequent Event | ||||||||||
Class of Stock [Line Items] | ||||||||||
Common stock, shares outstanding | 0 | |||||||||
Number of shares issued in transaction (in shares) | 0 | |||||||||
Crimson Transaction | Common Stock | Subsequent Event | ||||||||||
Class of Stock [Line Items] | ||||||||||
Number of shares issued in transaction (in shares) | 464,957 | |||||||||
Share conversion ratio | 0.68 | |||||||||
Depositary Shares | ||||||||||
Class of Stock [Line Items] | ||||||||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 51.81 | |||||||||
Dividends (in dollars per share) | $ / shares | 1.84375 | |||||||||
Preferred stock, liquidation preference (in dollars per share) | $ / shares | $ 25 | |||||||||
Preferred stock, shares outstanding | 5,181,027 | |||||||||
Depositary Shares | Underwritten Public Offering | ||||||||||
Class of Stock [Line Items] | ||||||||||
Stock issued during period (in shares) | 150,000 | 2,800,000 | 2,250,000 | |||||||
Sale of stock (in dollars per share) | $ / shares | $ 25 | $ 25 | ||||||||
Shares outstanding (in shares) | 5,200,000 | |||||||||
Preferred Stock | Series A Cumulative Redeemable Preferred Stock | ||||||||||
Class of Stock [Line Items] | ||||||||||
Preferred stock interest rate | 7.375% | |||||||||
Preferred Stock | Underwritten Public Offering | ||||||||||
Class of Stock [Line Items] | ||||||||||
Shares outstanding (in shares) | 52,000 |
STOCKHOLDER'S EQUITY - Non Cont
STOCKHOLDER'S EQUITY - Non Controlling Interest Narrative (Details) | 1 Months Ended | 11 Months Ended | 12 Months Ended | ||||||
Feb. 04, 2024 shares | Jul. 07, 2021 shares | Feb. 01, 2021 USD ($) | Jun. 30, 2021 USD ($) shares | Feb. 28, 2021 | Dec. 31, 2021 shares | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) shares | |
Noncontrolling Interest [Line Items] | |||||||||
Crimson cash distribution on A-1 Units | $ 3,200,000 | $ 3,236,848 | $ 2,256,113 | ||||||
Crimson Class A-2 Units dividends payment in-kind | 0 | 0 | 610,353 | ||||||
Non-Controlling Interest | |||||||||
Noncontrolling Interest [Line Items] | |||||||||
Crimson cash distribution on A-1 Units | $ 3,236,848 | 2,256,113 | |||||||
Crimson Class A-2 Units dividends payment in-kind | $ 610,353 | ||||||||
Class A-2 Units | Non-Controlling Interest | |||||||||
Noncontrolling Interest [Line Items] | |||||||||
Crimson cash distribution on A-1 Units | $ 3,200,000 | ||||||||
Preferred stock dividends (in shares) | shares | 24,414 | ||||||||
Depositary Shares | Series C Preferred Stock | |||||||||
Noncontrolling Interest [Line Items] | |||||||||
Equity instrument, shares issuable upon conversion (in shares) | shares | 1,755,579 | ||||||||
Series C Preferred Stock | |||||||||
Noncontrolling Interest [Line Items] | |||||||||
Preferred stock interest rate | 9% | ||||||||
Common Class B | |||||||||
Noncontrolling Interest [Line Items] | |||||||||
Conversion ratio | 0.68 | ||||||||
Common Class B | Subsequent Event | |||||||||
Noncontrolling Interest [Line Items] | |||||||||
Conversion ratio | 0.68 | ||||||||
Common Class B | Class A-2 Units | |||||||||
Noncontrolling Interest [Line Items] | |||||||||
Equity instrument, shares issuable upon conversion (in shares) | shares | 8,762,158 | ||||||||
Common Class B | Class A-2 Units | Subsequent Event | |||||||||
Noncontrolling Interest [Line Items] | |||||||||
Equity instrument, shares issuable upon conversion (in shares) | shares | 5,958,268 | ||||||||
Common Class B | Class A-3 Units | |||||||||
Noncontrolling Interest [Line Items] | |||||||||
Equity instrument, shares issuable upon conversion (in shares) | shares | 2,450,142 | ||||||||
Common Class B | Class A-3 Units | Subsequent Event | |||||||||
Noncontrolling Interest [Line Items] | |||||||||
Equity instrument, shares issuable upon conversion (in shares) | shares | 1,666,097 | ||||||||
Crimson Midstream Holdings, LLC | |||||||||
Noncontrolling Interest [Line Items] | |||||||||
Increase in assets acquired | $ 1,800,000 | ||||||||
Noncontrolling Interest, Increase from Business Combination | $ 883,000 | ||||||||
Total fair value | $ 116,200,000 | ||||||||
Mr. Grier and Certain Affiliated Trusts of Mr. Grier | Crimson Midstream Holdings, LLC | Class A-1 Units | |||||||||
Noncontrolling Interest [Line Items] | |||||||||
Shares issued by acquiree through exchange (in shares) | shares | 37,043 | 37,043 | |||||||
VIE | |||||||||
Noncontrolling Interest [Line Items] | |||||||||
Percentage of voting interest | 49.50% | 49.50% | |||||||
VIE | Grier Members | |||||||||
Noncontrolling Interest [Line Items] | |||||||||
Percentage of voting interest | 50.50% | 50.50% |
STOCKHOLDERS' EQUITY - Schedule
STOCKHOLDERS' EQUITY - Schedule Of Noncontrolling Interest (Details) - Crimson Midstream Holdings, LLC | Dec. 31, 2023 shares |
Class A-1 Units | |
Noncontrolling Interest [Line Items] | |
Economic ownership interests in Crimson Midstream Holdings, LLC | 0 |
Class A-1 Units | Grier Members | |
Noncontrolling Interest [Line Items] | |
Economic ownership interests in Crimson Midstream Holdings, LLC | 1,650,245 |
Class A-2 Units | |
Noncontrolling Interest [Line Items] | |
Economic ownership interests in Crimson Midstream Holdings, LLC | 0 |
Class A-2 Units | Grier Members | |
Noncontrolling Interest [Line Items] | |
Economic ownership interests in Crimson Midstream Holdings, LLC | 2,460,414 |
Class A-3 Units | |
Noncontrolling Interest [Line Items] | |
Economic ownership interests in Crimson Midstream Holdings, LLC | 0 |
Class A-3 Units | Grier Members | |
Noncontrolling Interest [Line Items] | |
Economic ownership interests in Crimson Midstream Holdings, LLC | 2,450,142 |
Class B-1 Units | |
Noncontrolling Interest [Line Items] | |
Ownership interests in Crimson Midstream Holdings, LLC (in shares) | 10,000 |
Class B-1 Units | Grier Members | |
Noncontrolling Interest [Line Items] | |
Ownership interests in Crimson Midstream Holdings, LLC (in shares) | 0 |
Class C-1 Units | |
Noncontrolling Interest [Line Items] | |
Ownership interests in Crimson Midstream Holdings, LLC (in shares) | 495,000 |
Voting Interests of Class C-1 Units (%) | 49.50% |
Class C-1 Units | Grier Members | |
Noncontrolling Interest [Line Items] | |
Ownership interests in Crimson Midstream Holdings, LLC (in shares) | 505,000 |
Voting Interests of Class C-1 Units (%) | 50.50% |
STOCKHOLDERS' EQUITY - Schedu_2
STOCKHOLDERS' EQUITY - Schedule of Distributions Payable (Details) - Class A-1 Units | Dec. 31, 2023 $ / shares |
Dividends Payable [Line Items] | |
Preferred Stock, Liquidation Preference And Unpaid Dividends Per Share | $ 26.84 |
Preferred stock, liquidation preference (in dollars per share) | 25 |
Annual Dividend | |
Dividends Payable [Line Items] | |
Dividends (in dollars per share) | $ 1.84 |
STOCKHOLDER'S EQUITY - Shelf Re
STOCKHOLDER'S EQUITY - Shelf Registration Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Sep. 16, 2021 | Oct. 30, 2018 | Dec. 31, 2023 | Nov. 03, 2021 | |
Class of Stock [Line Items] | ||||
Number of shares issued in transaction (in shares) | 1,837,607 | |||
Aggregate offering price of shelf registration | $ 600 | |||
Current availability | $ 600 | |||
Depositary Shares | ||||
Class of Stock [Line Items] | ||||
Number of shares issued in transaction (in shares) | 170,213 | |||
Dividend Reinvestment Plan | ||||
Class of Stock [Line Items] | ||||
Reinvestment of dividends paid to common stockholders (in shares) | 1,000,000 | 386,379 | ||
Remaining availability (in shares) | 613,621 | |||
Internalization | Common Stock, Internalization | ||||
Class of Stock [Line Items] | ||||
Number of shares issued in transaction (in shares) | 1,153,846 | |||
Internalization | Class B Common Stock, Internalization | ||||
Class of Stock [Line Items] | ||||
Number of shares issued in transaction (in shares) | 683,761 |
EARNINGS (LOSS) PER SHARE - Sch
EARNINGS (LOSS) PER SHARE - Schedule of Earnings (Loss) Per Share (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Aug. 12, 2019 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Net Loss | $ (272,830,090) | $ (9,519,669) | $ (2,535,558) | |
Less: Net income attributable to non-controlling interests | 3,236,848 | 3,236,848 | 2,866,467 | |
Net Loss attributable to CorEnergy Infrastructure Trust, Inc. | (276,066,938) | (12,756,517) | (5,402,025) | |
Preferred dividend requirements | 9,552,519 | 9,552,519 | 9,395,604 | |
Total undistributed losses - basic | (285,619,457) | (25,313,615) | (17,647,655) | |
Total undistributed losses - diluted | (297,812,722) | (26,413,681) | (17,647,655) | |
Numerator for basic net loss per share | $ (285,619,457) | $ (22,309,036) | $ (14,797,629) | |
Undistributed earnings percent | 100% | |||
Antidilutive securities excluded from computation (in shares) | 2,825,957 | |||
5.875% Convertible Notes | Convertible Debt | ||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Effective interest rate (percent) | 5.875% | 5.875% | 5.875% | |
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 | ||
Common Class B | ||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Conversion ratio | 0.68 | |||
Antidilutive securities excluded from computation (in shares) | 464,957 | |||
Common Stock | ||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Dividends | $ 0 | $ 3,004,579 | $ 2,850,026 | |
Total undistributed losses - basic | (273,426,193) | (24,213,549) | (17,241,830) | |
Total undistributed losses - diluted | (285,619,457) | (25,313,615) | (17,241,830) | |
Numerator for basic net loss per share | (273,426,193) | (21,208,970) | (14,391,804) | |
Numerator for diluted net loss per share | $ (285,619,457) | $ (22,309,036) | $ (14,391,804) | |
Basic weighted average shares outstanding (in shares) | 15,332,905 | 15,050,266 | 14,246,526 | |
Diluted weighted average shares outstanding (in shares) | 15,797,862 | 15,515,223 | 14,246,526 | |
Basic loss per share (in dollars per share) | $ (17.83) | $ (1.41) | $ (1.01) | |
Diluted (in dollars per share) | $ (18.08) | $ (1.44) | $ (1.01) | |
Common Stock | Common Class B | ||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Dividends | $ 0 | $ 0 | $ 0 | |
Total undistributed losses - basic | (12,193,265) | (1,100,066) | (405,825) | |
Total undistributed losses - diluted | (12,193,265) | (1,100,066) | (405,825) | |
Numerator for basic net loss per share | (12,193,265) | (1,100,066) | (405,825) | |
Numerator for diluted net loss per share | $ (12,193,265) | $ (1,100,066) | $ (405,825) | |
Basic weighted average shares outstanding (in shares) | 683,761 | 683,761 | 335,324 | |
Diluted weighted average shares outstanding (in shares) | 683,761 | 683,761 | 335,324 | |
Basic loss per share (in dollars per share) | $ (17.83) | $ (1.61) | $ (1.21) | |
Diluted (in dollars per share) | $ (17.83) | $ (1.61) | $ (1.21) |
VARIABLE INTEREST ENTITY (Detai
VARIABLE INTEREST ENTITY (Details) | 1 Months Ended | 12 Months Ended | |||
Feb. 01, 2021 manager | Feb. 28, 2021 | Dec. 31, 2023 USD ($) manager | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Variable Interest Entity [Line Items] | |||||
Distributions | $ | $ 0 | $ 10,500,000 | $ 10,000,000 | ||
VIE | |||||
Variable Interest Entity [Line Items] | |||||
Percentage of voting interest | 49.50% | 49.50% | |||
Number of managers | 4 | 4 | |||
VIE | Grand Isle Corridor LP | |||||
Variable Interest Entity [Line Items] | |||||
Percentage of voting interest | 100% | ||||
VIE | Grier Members | |||||
Variable Interest Entity [Line Items] | |||||
Percentage of voting interest | 50.50% | 50.50% | |||
Number of managers | 2 | 2 |
RELATED PARTY TRANSCATIONS (Det
RELATED PARTY TRANSCATIONS (Details) - USD ($) | 12 Months Ended | ||
Feb. 04, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | |
Related Party Transaction [Line Items] | |||
Due from affiliated companies | $ 12,500 | $ 167,743 | |
Due to affiliated companies (Crimson VIE: $118,775 and $209,750, respectively) | 118,775 | 209,750 | |
Crimson Midstream Holdings, LLC | Transition Services Agreement | |||
Related Party Transaction [Line Items] | |||
Fixed fee | $ 156,000 | ||
Related Party | |||
Related Party Transaction [Line Items] | |||
Due from affiliated companies | 13,000 | ||
Related Party | Crescent Louisiana Midstream, LLC | |||
Related Party Transaction [Line Items] | |||
Controlling economic interest | 70% | ||
Related Party | Transaction Service Agreement | |||
Related Party Transaction [Line Items] | |||
Fixed fee | 473,000 | $ 1,100,000 | |
Related Party | Crescent Midstream, LLC | Accounting And Consulting Services | |||
Related Party Transaction [Line Items] | |||
Due to affiliated companies (Crimson VIE: $118,775 and $209,750, respectively) | $ 119,000 | ||
Related Party | Crescent Midstream, LLC | Transition Services Agreement | |||
Related Party Transaction [Line Items] | |||
Percentage allocation | 50% | ||
Related Party | Crescent Louisiana Midstream, LLC | Transition Services Agreement | |||
Related Party Transaction [Line Items] | |||
Percentage allocation | 50% |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) | Feb. 04, 2024 shares | Sep. 16, 2021 shares | Jul. 06, 2021 shares |
Subsequent Event [Line Items] | |||
Number of shares issued in transaction (in shares) | 1,837,607 | ||
Common Stock | Subsequent Event | Crimson Transaction | |||
Subsequent Event [Line Items] | |||
Share conversion ratio | 0.68 | ||
Number of shares issued in transaction (in shares) | 464,957 | ||
Common Class B | Internalization | |||
Subsequent Event [Line Items] | |||
Number of shares issued in transaction (in shares) | 683,761 | ||
Common Class B | Subsequent Event | Internalization | |||
Subsequent Event [Line Items] | |||
Number of shares issued in transaction (in shares) | 0 |