Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2020 | Jun. 24, 2020 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | CorEnergy Infrastructure Trust, Inc. | |
Entity Central Index Key | 0001347652 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2020 | |
Amendment Flag | false | |
Entity Emerging Growth Company | false | |
Entity Current Reporting Status | Yes | |
Entity Small Business | true | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q1 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 13,651,521 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Assets | ||
Leased property, net of accumulated depreciation of $67,817,865 and $105,825,816 | $ 234,565,116 | $ 379,211,399 |
Property and equipment, net of accumulated depreciation of $20,148,744 and $19,304,610 | 106,025,792 | 106,855,677 |
Financing notes and related accrued interest receivable, net of reserve of $600,000 and $600,000 | 1,202,500 | 1,235,000 |
Cash and cash equivalents | 119,054,407 | 120,863,643 |
Deferred rent receivable | 0 | 29,858,102 |
Accounts and other receivables | 3,493,366 | 4,143,234 |
Deferred costs, net of accumulated amortization of $2,123,328 and $1,956,710 | 2,005,351 | 2,171,969 |
Prepaid expenses and other assets | 912,298 | 804,341 |
Deferred tax asset, net | 4,223,640 | 4,593,561 |
Goodwill | 1,718,868 | 1,718,868 |
Total Assets | 473,201,338 | 651,455,794 |
Liabilities and Equity | ||
Secured credit facilities, net of debt issuance costs of $144,865 and $158,070 | 32,917,135 | 33,785,930 |
Unsecured convertible senior notes, net of discount and debt issuance costs of $3,597,095 and $3,768,504 | 118,078,905 | 118,323,496 |
Asset retirement obligation | 8,446,246 | 8,044,200 |
Accounts payable and other accrued liabilities | 2,972,196 | 6,000,981 |
Management fees payable | 1,673,903 | 1,669,950 |
Unearned revenue | 6,711,170 | 6,891,798 |
Total Liabilities | 170,799,555 | 174,716,355 |
Equity | ||
Series A Cumulative Redeemable Preferred Stock 7.375%, $125,270,350 and $125,493,175 liquidation preference ($2,500 per share, $0.001 par value), 10,000,000 authorized; 50,108 and 50,197 issued and outstanding at March 31, 2020 and December 31, 2019, respectively | 125,270,350 | 125,493,175 |
Capital stock, non-convertible, $0.001 par value; 13,651,521 and 13,638,916 shares issued and outstanding at March 31, 2020 and December 31, 2019 (100,000,000 shares authorized) | 13,652 | 13,639 |
Additional paid-in capital | 348,719,125 | 360,844,497 |
Retained deficit | (171,601,344) | (9,611,872) |
Total Equity | 302,401,783 | 476,739,439 |
Total Liabilities and Equity | $ 473,201,338 | $ 651,455,794 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Accumulated depreciation, leased property | $ 67,817,865 | $ 105,825,816 |
Accumulated depreciation, property and equipment | 20,148,744 | 19,304,610 |
Reserve for financing notes | 600,000 | 600,000 |
Accumulated amortization, deferred costs | 2,123,328 | 1,956,710 |
Secured debt, debt issuance costs | $ 144,865 | $ 158,070 |
Capital stock non-convertible, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Capital stock non-convertible, shares issued (in shares) | 13,651,521 | 13,638,916 |
Capital stock non-convertible, shares outstanding (in shares) | 13,651,521 | 13,638,916 |
Capital stock non-convertible, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Series A Cumulative Redeemable Preferred Stock | ||
Preferred stock interest rate | 7.375% | 7.375% |
Preferred stock, liquidation preference | $ 125,270,350 | $ 125,493,175 |
Preferred stock, liquidation preference (in dollars per share) | $ 2,500 | $ 2,500 |
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred stock, shares issued (in shares) | 50,108 | 50,197 |
Preferred stock, shares outstanding (in shares) | 50,108 | 50,197 |
Convertible Debt | ||
Unamortized discount and debt issuance costs | $ 3,597,095 | $ 3,768,504 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Revenue | ||
Lease revenue | $ 15,746,504 | $ 16,717,710 |
Deferred rent receivable write-off | (30,105,820) | 0 |
Total Revenue (Loss) | (9,132,509) | 21,622,832 |
Expenses | ||
Transportation and distribution expenses | 1,375,229 | 1,503,143 |
General and administrative | 3,076,143 | 2,870,407 |
Depreciation, amortization and ARO accretion expense | 5,647,067 | 5,645,096 |
Loss on impairment of leased property | 140,268,379 | 0 |
Total Expenses | 150,366,818 | 10,018,646 |
Operating Income (Loss) | (159,499,327) | 11,604,186 |
Other Income (Expense) | ||
Net distributions and other income | 317,820 | 256,615 |
Interest expense | (2,885,583) | (2,507,294) |
Loss on extinguishment of debt | 0 | (5,039,731) |
Total Other Expense | (2,567,763) | (7,290,410) |
Income (Loss) before income taxes | (162,067,090) | 4,313,776 |
Taxes | ||
Current tax expense (benefit) | (394,643) | 353,744 |
Deferred tax expense | 369,921 | 93,591 |
Income tax expense (benefit), net | (24,722) | 447,335 |
Net Income (Loss) attributable to CorEnergy Stockholders | (162,042,368) | 3,866,441 |
Preferred dividend requirements | 2,260,793 | 2,314,128 |
Net Income (Loss) attributable to Common Stockholders | $ (164,303,161) | $ 1,552,313 |
Earnings (Loss) Per Common Share: | ||
Basic (in dollars per share) | $ (12.04) | $ 0.12 |
Diluted (in dollars per share) | $ (12.04) | $ 0.12 |
Weighted Average Shares of Common Stock Outstanding: | ||
Basic (in shares) | 13,648,293 | 12,604,943 |
Diluted (in shares) | 13,648,293 | 12,604,943 |
Dividends declared per share (in dollars per share) | $ 0.750 | $ 0.750 |
Transportation and distribution revenue | ||
Revenue | ||
Revenue from contracts with customers | $ 5,200,500 | $ 4,871,582 |
Financing revenue | ||
Revenue | ||
Revenue from contracts with customers | $ 26,307 | $ 33,540 |
Consolidated Statements of Equi
Consolidated Statements of Equity - USD ($) | Total | Capital Stock | Preferred Stock | Additional Paid-in Capital | Retained Earnings (Deficit) | |
Beginning balance (in shares) at Dec. 31, 2018 | 11,960,225 | |||||
Beginning balance at Dec. 31, 2018 | $ 455,011,305 | $ 11,960 | $ 125,555,675 | $ 320,295,969 | $ 9,147,701 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | 3,866,441 | 3,866,441 | ||||
Series A preferred stock dividends | (2,313,780) | (2,313,780) | ||||
Preferred stock repurchases | [1] | (60,550) | (62,500) | 2,195 | (245) | |
Common stock dividends | (9,597,948) | 0 | (9,597,948) | |||
Common stock issued upon exchange of convertible notes (in shares) | 837,040 | |||||
Common stock issued upon exchange of convertible notes | 28,869,509 | $ 837 | 28,868,672 | |||
Reinvestment of dividends paid to common stockholders (in shares) | 11,076 | |||||
Reinvestment of dividends paid to common stockholders | 403,831 | $ 11 | 403,820 | |||
Ending balance (in shares) at Mar. 31, 2019 | 12,808,341 | |||||
Ending balance at Mar. 31, 2019 | $ 476,178,808 | $ 12,808 | 125,493,175 | 349,570,656 | 1,102,169 | |
Beginning balance (in shares) at Dec. 31, 2019 | 13,638,916 | 13,638,916 | ||||
Beginning balance at Dec. 31, 2019 | $ 476,739,439 | $ 13,639 | 125,493,175 | 360,844,497 | (9,611,872) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | (162,042,368) | (162,042,368) | ||||
Series A preferred stock dividends | (2,313,780) | (2,313,780) | ||||
Preferred stock repurchases | [2] | (161,997) | (222,825) | 7,932 | 52,896 | |
Common stock dividends | (10,238,640) | (10,238,640) | ||||
Common stock issued upon exchange of convertible notes (in shares) | 12,605 | |||||
Common stock issued upon exchange of convertible notes | $ 419,129 | $ 13 | 419,116 | |||
Ending balance (in shares) at Mar. 31, 2020 | 13,651,521 | 13,651,521 | ||||
Ending balance at Mar. 31, 2020 | $ 302,401,783 | $ 13,652 | $ 125,270,350 | $ 348,719,125 | $ (171,601,344) | |
[1] | (1) In connection with the repurchases of Series A Preferred Stock during 2019, the addition to preferred dividends of $245 represents the premium in the repurchase price paid compared to the carrying amount derecognized. | |||||
[2] | (1) In connection with the repurchase of Series A Preferred Stock during 2020, the deduction from preferred dividends of $52,896 represents the discount in the repurchase price paid compared to the carrying amount derecognized. |
Consolidated Statements of Eq_2
Consolidated Statements of Equity (Parenthetical) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Statement of Stockholders' Equity [Abstract] | ||
Addition to (deduction from) preferred dividends | $ (52,896) | $ 245 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Operating Activities | |||
Net income (loss) | $ (162,042,368) | $ 3,866,441 | |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||
Deferred income tax, net | 369,921 | 93,591 | |
Depreciation, amortization and ARO accretion | 5,975,316 | 5,943,528 | |
Loss on impairment of leased property | 140,268,379 | 0 | |
Deferred rent receivable write-off, noncash | 30,105,820 | 0 | |
Loss on extinguishment of debt | 0 | 5,039,731 | |
Loss on disposal of equipment | 3,958 | 0 | |
Changes in assets and liabilities: | |||
Increase in deferred rent receivable | (247,718) | (1,449,025) | |
Decrease in accounts and other receivables | 649,868 | 1,123,636 | |
Increase in financing note accrued interest receivable | 0 | (9,542) | |
Increase in prepaid expenses and other assets | (108,007) | (296,032) | |
Increase (decrease) in management fee payable | 3,953 | (70,147) | |
Increase (decrease) in accounts payable and other accrued liabilities | (3,030,782) | 2,891,410 | |
Increase in current income tax liability | 0 | 69,492 | |
Decrease in unearned revenue | (180,628) | (146,846) | |
Net cash provided by operating activities | 11,767,712 | 17,056,237 | |
Investing Activities | |||
Purchases of property and equipment, net | (13,031) | (15,335) | |
Principal payment on note receivable | 0 | 5,000,000 | |
Principal payment on financing note receivable | 32,500 | 0 | |
Net cash provided by investing activities | 19,469 | 4,984,665 | |
Financing Activities | |||
Repurchases of preferred stock | (161,997) | (60,550) | |
Cash paid for extinguishment of convertible notes | 0 | (19,516,234) | |
Dividends paid on Series A preferred stock | (2,313,780) | (2,313,780) | |
Dividends paid on common stock | (10,238,640) | (9,194,117) | |
Principal payments on secured credit facilities | (882,000) | (882,000) | |
Net cash used in financing activities | (13,596,417) | (31,966,681) | |
Net Change in Cash and Cash Equivalents | (1,809,236) | (9,925,779) | |
Cash and Cash Equivalents at beginning of period | 120,863,643 | 69,287,177 | $ 69,287,177 |
Cash and Cash Equivalents at end of period | 119,054,407 | 59,361,398 | $ 120,863,643 |
Supplemental Disclosure of Cash Flow Information | |||
Interest paid | 4,334,215 | 1,116,371 | |
Income taxes paid (net of refunds) | (467,407) | (220,701) | |
Non-Cash Financing Activities | |||
Reinvestment of distributions by common stockholders in additional common shares | 0 | 403,831 | |
Common stock issued upon exchange and conversion of convertible notes | $ 419,129 | $ 28,869,509 |
Introduction and Basis of Prese
Introduction and Basis of Presentation | 3 Months Ended |
Mar. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
INTRODUCTION AND BASIS OF PRESENTATION | INTRODUCTION AND BASIS OF PRESENTATION Introduction CorEnergy Infrastructure Trust, Inc. ("CorEnergy" or "the Company"), was organized as a Maryland corporation and commenced operations on December 8, 2005. The Company's common shares are listed on the New York Stock Exchange ("NYSE") under the symbol "CORR" and its depositary shares representing Series A Preferred Stock are listed on the NYSE under the symbol "CORR PrA". The Company is primarily focused on acquiring and financing real estate assets within the U.S. energy infrastructure sector and entering into long-term triple-net participating leases with energy companies. The Company also may provide other types of capital, including loans secured by energy infrastructure assets. Targeted assets include pipelines, storage tanks, transmission lines, and gathering systems, among others. These sale-leaseback or real property mortgage transactions provide the energy company with a source of capital that is an alternative to other sources such as corporate borrowing, bond offerings, or equity offerings. Many of the Company's leases contain participation features in the financial performance or value of the underlying infrastructure real property asset. The triple-net lease structure requires that the tenant pay all operating expenses of the business conducted by the tenant, including real estate taxes, insurance, utilities, and expenses of maintaining the asset in good working order. CorEnergy considers its investments in these energy infrastructure assets to be a single business segment and reports them accordingly in its financial statements. Basis of Presentation The accompanying consolidated financial statements include CorEnergy accounts and the accounts of its wholly-owned subsidiaries and have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") set forth in the Accounting Standards Codification ("ASC"), as published by the Financial Accounting Standards Board (" FASB"), and with the Securities and Exchange Commission (" SEC") instructions to Form 10-Q, and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. The accompanying consolidated financial statements reflect all adjustments that are, in the opinion of management, necessary for a fair presentation of the Company's financial position, results of operations, and cash flows for the periods presented. There were no adjustments that, in the opinion of management, were not of a normal and recurring nature. All intercompany transactions and balances have been eliminated in consolidation. The FASB issued ASU 2015-02 "Consolidations (Topic 810) - Amendments to the Consolidation Analysis" ("ASU 2015-02"), which amended previous consolidation guidance, including introducing a separate consolidation analysis specific to limited partnerships and other similar entities. Under this analysis, limited partnerships and other similar entities are considered a variable interest entity ("VIE") unless the limited partners hold substantive kick-out rights or participating rights. Management determined that Pinedale LP and Grand Isle Corridor LP are VIEs under the amended guidance because the limited partners of both partnerships lack both substantive kick-out rights and participating rights. 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 percent 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. Operating results for the three months ended March 31, 2020 are not necessarily indicative of the results that may be expected for the year ending December 31, 2020 or any other interim or annual period. These consolidated financial statements and Management's Discussion and Analysis of the Financial Condition and Results of Operations should be read in conjunction with CorEnergy's Annual Report on Form 10-K, for the year ended December 31, 2019 , filed with the SEC on February 27, 2020 (the " 2019 CorEnergy 10-K"). |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
RECENT ACCOUNTING PRONOUNCEMENTS | RECENT ACCOUNTING PRONOUNCEMENTS In June of 2016, the FASB issued ASU 2016-13 " Financial Instruments - Credit Losses " ("ASU 2016-13"), which introduces an approach based on expected losses to estimate credit losses on certain types of financial instruments. The new model, referred to as the current expected credit losses ("CECL model"), will apply to financial assets subject to credit losses and measured at amortized cost, and certain off-balance sheet credit exposures. ASU 2016-13 is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. In November of 2019, the FASB issued ASU 2019-10, Financial Instruments - Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842) Effective Dates , which deferred the effective dates of these standards for certain entities. Based on the guidance for smaller reporting companies, the effective date of ASU 2016-13 is deferred for the Company until fiscal year 2023 with early adoption permitted, and the Company has elected to defer adoption of this standard. Although the Company has elected to defer adoption of ASU 2016-13, it will continue to evaluate the potential impact of the standard on its consolidated financial statements. As part of its ongoing assessment work, the Company has formed an implementation team, completed training on the CECL model and has begun developing policies, processes and internal controls. In March of 2020, the FASB issued ASU 2020-04, "Reference Rate Reform (Topic 848)" ("ASU 2020-04"). In response to concerns about structural risks of interbank offered rates including the risk of cessation of the London Interbank Offered Rate (LIBOR), regulators in several jurisdictions around the world have undertaken reference rate reform initiatives to identify alternative reference rates that are more observable and less susceptible to manipulation. The provisions of ASU 2020-04 are elective and apply to all entities, subject to meeting certain criteria, that have debt or hedging contracts, among other contracts, that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. ASU 2020-04, among other things, provides optional expedients and exceptions for a limited period of time for applying U.S. GAAP to these contracts if certain criteria are met to ease the potential burden in accounting for or recognizing the effects of reference rate reform on financial reporting. ASU 2020-04 is effective for all entities as of March 12, 2020 through December 31, 2022. The Company is currently evaluating its contracts that reference LIBOR and the optional expedients and exceptions provided by the FASB. |
Leased Properties and Leases
Leased Properties and Leases | 3 Months Ended |
Mar. 31, 2020 | |
Leases [Abstract] | |
LEASED PROPERTIES AND LEASES | LEASED PROPERTIES AND LEASES The Company primarily acquires mid-stream and downstream assets in the U.S. energy sector such as pipelines, storage terminals, and gas and electric distribution systems and leases these assets to operators under triple-net leases. These leases typically include a contracted base rent with escalation clauses and participating rents that are tied to contract-specific criteria. Base rents under the Company's leases are structured on an estimated fair market value rent structure over the initial term, which includes assumptions related to the terminal value of the assets and expectations of tenant renewals. At the conclusion of the initial lease term, the Company's leases may contain fair market value repurchase options or fair market rent renewal terms. These clauses also act as safeguards against the Company's tenants pursuing activities which would undermine or degrade the value of the assets faster than the underlying reserves are depleted. Participating rents are structured to provide exposure to the successful commercial activity of the tenant, and as such, also provide protection in the event that the economic life of the assets is reduced based on accelerated production by the Company's tenants. While the Company is primarily a lessor, certain of its operating subsidiaries are lessees and have entered into lease agreements as discussed further below. LESSOR - LEASED PROPERTIES The Company's current leased properties are classified as operating leases and are recorded as leased property in the Consolidated Balance Sheets. Base rent related to the Company's leased property is recognized on a straight-line basis over the term of the lease when collectibility 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. The Company regularly evaluates the collectibility of its deferred rent receivable on a lease by lease basis. The evaluation primarily includes assessing the financial condition and credit quality of the Company's tenants, changes in tenant's payment history and current economic factors. When the collectibility of the deferred rent receivable or future lease payments are no longer probable, the Company will recognize a write-off of the deferred rent receivable as a reduction of revenue in the Consolidated Statements of Operations. As of March 31, 2020 , the Company had two significant properties located in Wyoming, Louisiana and the Gulf of Mexico, which are leased on a triple-net basis to major tenants, described in the table below. These major tenants are responsible for the payment of all taxes, maintenance, repairs, insurance, and other operating expenses relating to the leased properties. The long-term, triple-net leases generally have an initial term of 11 to 15 years with options for renewals. Lease payments are scheduled to increase at varying intervals during the initial term of the leases. The following table summarizes the significant leased properties, major tenants and lease terms: Summary of Leased Properties, Major Tenants and Lease Terms Property Grand Isle Gathering System Pinedale LGS Location Gulf of Mexico/Louisiana Pinedale, WY Tenant Energy XXI GIGS Services, LLC Ultra Wyoming LGS, LLC Asset Description Approximately 137 miles of offshore pipeline with total capacity of 120 thousand Bbls/d, Approximately 150 miles of pipelines and Date Acquired June 2015 December 2012 Initial Lease Term 11 years 15 years Renewal Option Equal to the lesser of 9-years or 75 percent 5-year terms Current Monthly Rent Payments 7/1/2019 - 6/30/2020: $3,223,917 $1,844,748 Initial Estimated Useful Life (1) 27 years 26 years (1) In conjunction with the impairment of the Grand Isle Gathering System discussed below, the remaining estimated useful life of the GIGS asset will be adjusted to approximately 15 years beginning in the second quarter of 2020. Additionally, the Company updated the useful life of its asset retirement obligation ("ARO") segments resulting in a change to the timing of the undiscounted cash flows. The timing change resulted in an increase to the ARO asset and liability of approximately $290 thousand. LEASED PROPERITES AND TENANT INFORMATION Substantially all of the lease tenants' financial results are driven by exploiting naturally occurring oil and natural gas hydrocarbon deposits beneath the Earth's surface. As a result, the tenants' financial results are highly dependent on the performance of the oil and natural gas industry, which is highly competitive and subject to volatility. During the terms of the leases, management monitors the credit quality of its tenants by reviewing their published credit ratings, if available, reviewing publicly available financial statements, or reviewing financial or other operating statements, monitoring news reports regarding the tenants and their respective businesses, and monitoring the timeliness of lease payments and the performance of other financial covenants under their leases. The COVID-19 pandemic-related reduction in energy demand and the sharp decline in commodity prices related to the combined impact of falling demand and recent increases in production from OPEC members and other international suppliers caused significant disruptions and volatility in the global oil marketplace during the first quarter of 2020. In response to COVID-19, governments around the world have implemented increasingly stringent measures to help reduce the spread of the virus, including stay-at-home and shelter-in-place orders, travel restrictions and other measures. These measures have adversely affected the economies and financial markets of the U.S. and many other countries, resulting in an economic downturn that has negatively impacted global demand and prices for the products handled by the Company's pipelines, terminals and other facilities. The events and conditions described above adversely impacted the Gulf of Mexico operations of the EGC Tenant, the tenant of the GIGS asset, under the Grand Isle Gathering Lease as discussed under "Energy Gulf Coast/Cox Oil" and "Grand Isle Gathering System" below. Further, UPL and Ultra Wyoming, the guarantor and tenant under the Pinedale Lease Agreement, respectively, continued to experience significant indebtedness and extremely challenging market conditions, which impacted its financial condition as discussed under "Ultra Petroleum" and "Pinedale Liquids Gathering System" below. Energy Gulf Coast/Cox Oil Prior to October 29, 2018, EGC was subject to the reporting requirements of the Exchange Act and was required to file with the SEC annual reports containing audited financial statements and quarterly reports containing unaudited financial statements. So long as EGC remained a public reporting company, the Grand Isle Lease Agreement provided this requirement was fulfilled by EGC making its financial statements and reports publicly available through the SEC’s EDGAR system, in lieu of delivering such information directly to the Company. On October 18, 2018, EGC was acquired by an affiliate of privately-held Cox Oil. Upon the filing by EGC of a Form 15 with the SEC on October 29, 2018, EGC's SEC reporting obligations were suspended and it ceased to file such reports. EGC's SEC filings prior to October 29, 2018 can be found at www.sec.gov. The Company makes no representation as to the accuracy or completeness of the audited and unaudited financial statements of EGC but has no reason to doubt the accuracy or completeness of such information. In addition, EGC has no duty, contractual or otherwise, to advise the Company of any events that might have occurred subsequent to the date of such financial statements which could affect the significance or accuracy of such information. None of the information in the public reports of EGC that are filed with the SEC is incorporated by reference into, or in any way form, a part of this filing. The Company believes the terms of the Grand Isle Lease Agreement require copies of certain financial statement information be provided that the Company is required to file pursuant to SEC Regulation S-X, as described in Section 2340 of the SEC Financial Reporting Manual. When EGC's financial information ceased to be publicly available, the Company encouraged officials of EGC and Cox Oil and, through Company counsel, the legal counsel to such entities, to satisfy their obligations under the Grand Isle Lease Agreement to provide the required information to the Company for inclusion in its SEC reports. To date, EGC and Cox Oil have refused to fulfill these obligations. The Company sought to enforce the obligations of EGC and Cox Oil and obtained a temporary restraining order ("TRO") from a Texas state court, mandating that they deliver the required EGC financial statements for the year ended December 31, 2018. The TRO was stayed pending an appeal by EGC and Cox Oil and, pursuant to its own terms, had lapsed by the time that appeal was denied on January 6, 2020. The case was remanded to the trial court for further proceedings. In May 2020, the trial court granted the Company's motion for summary judgment mandating the tenant deliver the required financial statements. The Company believes that it is entitled to such relief and will continue to pursue this litigation and all viable options to obtain and file the necessary financial statements. The Company expects to file the financial statement information that is required by Regulation S-X by amendment to its Annual Reports on Form 10-K for the year ended December 31, 2019, once such information is made available in accordance with the terms of the lease. On April 1, 2020, the EGC Tenant, a wholly owned indirect subsidiary of Cox Oil, elected to cease paying rent due for April of 2020. EGC Tenant is contractually obligated to pay rent and rent continues to accrue whether or not oil is being shipped. EGC Tenant is a special purpose entity engaged solely in activities related to the lease, and it does not own or operate any wells. EGC, parent of the EGC Tenant, owns and operates wells, including those connected to GIGS, and is the guarantor of the EGC Tenant's obligations under the lease. Following EGC Tenant's failure to pay rent due for April of 2020, and following discussions with Cox Oil management concerning its various operations, the Company sent EGC Tenant and EGC a notice of non-payment. After the required two-day cure period, a default has now occurred under the lease. The EGC Tenant also failed to make required rent payments for May and June of 2020. As a result, the Company has filed litigation for lien judgment in the State Court of Texas to recover the unpaid rent, plus interest, for April, May and June of 2020 from the EGC Tenant. Further, EGC filed an action to attempt to set aside the guarantee obligations of EGC under the lease. The Company intends to enforce its rights under the lease and expects to be able to enforce the guaranty. Grand Isle Gathering System The Company identified the EGC Tenant's nonpayment of rent discussed above along with the significant decline in the global oil market as indicators of impairment for the GIGS asset. As a result, the Company assessed the GIGS asset for impairment as of March 31, 2020. The Company performed a step 1 impairment assessment on the GIGS asset by estimating the undiscounted contractual cash flows relating to the lease using probability-weighted scenarios, which indicated that the GIGS asset's carrying value was not recoverable. As a result, the fair value of the GIGS asset was estimated through the use of probability-weighted discounted estimated cash flow scenarios to measure the impairment loss. The probability-weighted cash flows used to assess recoverability of the GIGS asset and measure its fair value were developed using assumptions related to the Grand Isle Lease Agreement and near-term crude oil and water price and volume projections reflective of the current environment and management's projections for long-term average prices and volumes. In addition to near and long-term price assumptions, other key assumptions include the timing and collectibility of lease payments, operating costs, timing of incurring such costs and the use of an appropriate discount rate. The Company believes our estimates and models used to determine fair value are similar to what a market participant would use. The Company engaged specialists and other third-parties to assist with the valuation methodology and analysis of certain underlying assumptions. The fair value measurement of the GIGS asset was based, in part, on significant inputs not observable in the market (as discussed above) and thus represents a Level 3 measurement. The significant unobservable input used includes a discount rate based on an estimated weighted average cost of capital of a theoretical market participant. We utilized a weighted average discount rate of 10.0 percent when deriving the fair value of the GIGS asset impaired during the quarter. The weighted average discount rate reflects management's best estimate of inputs a market participant would utilize. For the three months ended March 31, 2020, the Company recognized a $140.3 million loss on impairment of leased property related to the GIGS asset in the Consolidated Statements of Operations. As of March 31, 2020, the carrying value of the GIGS asset is $67.2 million , which is included in leased properties on the Consolidated Balance Sheet. The Company has previously recognized a deferred rent receivable for the Grand Isle Gathering Lease, which primarily represents timing differences between the straight-line revenue recognition and contractual lease receipts over the lease term. Given the EGC's Tenant's nonpayment of rent in the second quarter of 2020 and the Company's expectations surrounding the collectibility of the contractual lease payments under the lease, the Company does not currently expect the deferred rent receivable to be recoverable. Accordingly, the Company recognized a non-cash write-off of the deferred rent receivable of $30.1 million for the three months ended March 31, 2020. The non-cash write-off was recognized as a reduction of revenue in the Consolidated Statements of Operations. Ultra Petroleum On April 14, 2020, UPL, the parent and guarantor of the lease obligations of the tenant and operator of the Company's Pinedale LGS, announced that its significant indebtedness and extremely challenging current market conditions raise a substantial doubt about its ability to continue as a going concern. The going concern qualification in UPL's financial statements filed in its 2019 10-K resulted in defaults under UPL's credit and term loan agreement. UPL also disclosed that it elected not to make interest payments on certain outstanding indebtedness, triggering a 30 -day grace period. If such interest payments were not made by the end of the grace period, an event of default would occur, potentially causing its outstanding indebtedness to become immediately due and payable. UPL further disclosed that if it was unable to obtain sufficient additional capital to repay the outstanding indebtedness and sufficient liquidity to meet its operating needs, it may be necessary for UPL to seek protection from creditors under Chapter 11 of the U.S. Bankruptcy Code. On May 14, 2020, UPL filed a voluntary petition to reorganize under Chapter 11 of the U.S. Bankruptcy Code. The filing includes Ultra Wyoming, the operator of the Pinedale LGS and tenant under the Pinedale Lease Agreement with the Company’s indirect wholly owned subsidiary Pinedale LP. The bankruptcy filing of both the guarantor, UPL, and the tenant constitute defaults under the terms of the Pinedale Lease Agreement. The bankruptcy filing imposes a stay of CorEnergy’s ability to exercise remedies for the foregoing defaults. Ultra Wyoming also filed a motion to reject the Pinedale Lease Agreement, with a request that such motion be effective June 30, 2020. Pending the effective date of the rejection, Section 365 of the Bankruptcy Code generally requires Ultra Wyoming to comply on a timely basis with the provisions of the Pinedale Lease Agreement, including the payment provisions. Accordingly, the Company received the rent payments due on the first day of April, May and June 2020. Pinedale LP, along with Prudential, the lender under the Amended Pinedale Term Credit Facility discussed in Note 10 ("Debt") , commenced discussions with UPL, which resulted in UPL presenting an initial offer to purchase the Pinedale LGS. As of June 25, 2020 , Pinedale LP, has $32.2 million outstanding under the Amended Pinedale Term Credit Facility, which is secured by the Pinedale LGS, the only asset at Pinedale LP. The Amended Pinedale Term Credit Facility is not secured by any assets of CorEnergy or its other subsidiaries. Refer to Note 10 ("Debt") for further discussion of the terms of the Amended Pinedale Term Credit Facility, including a discussion of "Debt Covenant Considerations." On June 5, 2020, Pinedale LP filed a motion with the U.S. Bankruptcy Court objecting to Ultra Wyoming's motion to reject the Pinedale Lease Agreement while continuing its negotiations with UPL. Pinedale LP and the Company agreed in principle to terms with Ultra Wyoming to sell the Pinedale LGS for $18.0 million cash as set forth in a non-binding term sheet that was filed with the U.S. Bankruptcy Court in UPL’s Chapter 11 case along with a motion for approval of the transaction on June 22, 2020. A copy of the draft definitive purchase and sale agreement was also filed with the motion. The closing of the sale will be subject to the satisfaction of certain closing conditions, including but not limited to (i) a release of all liens under the Amended Pinedale Term Credit Facility, (ii) a release by Pinedale LP of all claims against UPL and Ultra Wyoming arising from the rejection or termination of the Pinedale Lease Agreement, (iii) the release by Ultra Wyoming of all claims against Pinedale LP and the Company and (iv) approval of the definitive purchase and sale agreement and the closing of the transaction by the bankruptcy court in UPL’s Chapter 11 case. The U.S. Bankruptcy Court scheduled a hearing on the motion for June 25, 2020. Assuming the definitive agreement is signed, the transaction is expected to close on or before June 30, 2020 and may be terminated by either party if not closed by July 30, 2020. If the transaction closes after June 30, 2020, the Company does not expect Ultra Wyoming to make any further rent payments under the Pinedale Lease Agreement. In conjunction with the expected sale of the Pinedale LGS described above, Pinedale LP and the Company expect to enter into a compromise and release agreement with Prudential related to the Amended Pinedale Term Credit Facility. Pursuant to such agreement, it is anticipated that at closing of the Pinedale LGS sale transaction with Ultra Wyoming, the Company will provide all cash related to the sale of the Pinedale LGS along with cash available at Pinedale LP on the closing date, estimated to be approximately $3.0 million , to Prudential in exchange for the release of all liens on the Pinedale LGS, release of the Company and Pinedale LP from the obligations of the Amended Pinedale Term Credit Facility, and the note under the Amended Pinedale Term Credit Facility will be deemed satisfied. UPL is currently subject to the reporting requirements under the Exchange Act and is required to file with the SEC annual reports containing audited financial statements and quarterly reports containing unaudited financial statements. Its SEC filings can be found at www.sec.gov. Its common stock is traded on the OTCQX marketplace under the symbol UPLC. The Company makes no representation as to the accuracy or completeness of the audited and unaudited financial statements of UPL but has no reason to doubt the accuracy or completeness of such information. In addition, UPL has no duty, contractual or otherwise, to advise the Company of any events that might have occurred subsequent to the date of such financial statements which could affect the significance or accuracy of such information. None of the information in the public reports of UPL that are filed with the SEC is incorporated by reference into, or in any way form, a part of this filing. Pinedale Liquids Gathering System As a result of the events described above, including the anticipated sale of the Pinedale LGS to Ultra Wyoming on or before June 30, 2020, the Company expects to recognize an estimated charge in the Consolidated Statement of Operations of approximately $147.0 million in the second quarter of 2020. The estimated charge could be partially offset by any reduction of the debt owed under the Amended Pinedale Term Credit Facility. The table below displays the Company's individually significant leases as a percentage of total leased properties and total lease revenues for the periods presented: As a Percentage of (1) Leased Properties Lease Revenues As of For the Three Months Ended March 31, 2020 December 31, 2019 March 31, 2020 March 31, 2019 Pinedale LGS (2) 70.8 % 44.4 % 35.3 % 39.1 % Grand Isle Gathering System (3) 28.7 % 55.3 % 64.6 % 60.8 % (1) Insignificant leases are not presented; thus, percentages may not sum to 100%. (2) Pinedale LGS lease revenues include variable rent of $28 thousand and $1.1 million for the three months ended March 31, 2020 and 2019, respectively. (3) As of March 31, 2020, the Grand Isle Gathering System's percentage of leased properties decreased as a result of the long-lived asset impairment discussed above. The Company expects the leased properties percentage to increase in subsequent quarters as a result of the expected sale of the Pinedale LGS on June 30, 2020 or shortly thereafter. For the three months ended March 31, 2020, the Grand Isle Gathering System's percentage of lease revenues is exclusive of the deferred rent receivable write-off discussed above. The following table reflects the depreciation and amortization included in the accompanying Consolidated Statements of Operations associated with the Company's leases and leased properties: For the Three Months Ended March 31, 2020 March 31, 2019 Depreciation Expense GIGS $ 2,440,588 $ 2,440,791 Pinedale 2,217,360 2,217,360 United Property Systems 9,831 9,624 Total Depreciation Expense $ 4,667,779 $ 4,667,775 Amortization Expense - Deferred Lease Costs GIGS $ 7,641 $ 7,641 Pinedale 15,342 15,342 Total Amortization Expense - Deferred Lease Costs $ 22,983 $ 22,983 ARO Accretion Expense GIGS $ 112,171 $ 110,992 Total ARO Accretion Expense $ 112,171 $ 110,992 The following table reflects the deferred costs that are included in the accompanying Consolidated Balance Sheets associated with the Company's leased properties: March 31, 2020 December 31, 2019 Net Deferred Lease Costs GIGS $ 191,114 $ 198,755 Pinedale 473,639 488,981 Total Deferred Lease Costs, net $ 664,753 $ 687,736 LESSEE - LEASED PROPERTIES The Company's operating subsidiaries currently lease single-use office space and equipment with remaining lease terms of approximately two years , some of which may include renewal options. These leases are classified as operating leases and immaterial to the consolidated financial statements. The Company recognizes lease expense in the Consolidated Statements of Operations on a straight-line basis over the remaining lease term. |
LEASED PROPERTIES AND LEASES | LEASED PROPERTIES AND LEASES The Company primarily acquires mid-stream and downstream assets in the U.S. energy sector such as pipelines, storage terminals, and gas and electric distribution systems and leases these assets to operators under triple-net leases. These leases typically include a contracted base rent with escalation clauses and participating rents that are tied to contract-specific criteria. Base rents under the Company's leases are structured on an estimated fair market value rent structure over the initial term, which includes assumptions related to the terminal value of the assets and expectations of tenant renewals. At the conclusion of the initial lease term, the Company's leases may contain fair market value repurchase options or fair market rent renewal terms. These clauses also act as safeguards against the Company's tenants pursuing activities which would undermine or degrade the value of the assets faster than the underlying reserves are depleted. Participating rents are structured to provide exposure to the successful commercial activity of the tenant, and as such, also provide protection in the event that the economic life of the assets is reduced based on accelerated production by the Company's tenants. While the Company is primarily a lessor, certain of its operating subsidiaries are lessees and have entered into lease agreements as discussed further below. LESSOR - LEASED PROPERTIES The Company's current leased properties are classified as operating leases and are recorded as leased property in the Consolidated Balance Sheets. Base rent related to the Company's leased property is recognized on a straight-line basis over the term of the lease when collectibility 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. The Company regularly evaluates the collectibility of its deferred rent receivable on a lease by lease basis. The evaluation primarily includes assessing the financial condition and credit quality of the Company's tenants, changes in tenant's payment history and current economic factors. When the collectibility of the deferred rent receivable or future lease payments are no longer probable, the Company will recognize a write-off of the deferred rent receivable as a reduction of revenue in the Consolidated Statements of Operations. As of March 31, 2020 , the Company had two significant properties located in Wyoming, Louisiana and the Gulf of Mexico, which are leased on a triple-net basis to major tenants, described in the table below. These major tenants are responsible for the payment of all taxes, maintenance, repairs, insurance, and other operating expenses relating to the leased properties. The long-term, triple-net leases generally have an initial term of 11 to 15 years with options for renewals. Lease payments are scheduled to increase at varying intervals during the initial term of the leases. The following table summarizes the significant leased properties, major tenants and lease terms: Summary of Leased Properties, Major Tenants and Lease Terms Property Grand Isle Gathering System Pinedale LGS Location Gulf of Mexico/Louisiana Pinedale, WY Tenant Energy XXI GIGS Services, LLC Ultra Wyoming LGS, LLC Asset Description Approximately 137 miles of offshore pipeline with total capacity of 120 thousand Bbls/d, Approximately 150 miles of pipelines and Date Acquired June 2015 December 2012 Initial Lease Term 11 years 15 years Renewal Option Equal to the lesser of 9-years or 75 percent 5-year terms Current Monthly Rent Payments 7/1/2019 - 6/30/2020: $3,223,917 $1,844,748 Initial Estimated Useful Life (1) 27 years 26 years (1) In conjunction with the impairment of the Grand Isle Gathering System discussed below, the remaining estimated useful life of the GIGS asset will be adjusted to approximately 15 years beginning in the second quarter of 2020. Additionally, the Company updated the useful life of its asset retirement obligation ("ARO") segments resulting in a change to the timing of the undiscounted cash flows. The timing change resulted in an increase to the ARO asset and liability of approximately $290 thousand. LEASED PROPERITES AND TENANT INFORMATION Substantially all of the lease tenants' financial results are driven by exploiting naturally occurring oil and natural gas hydrocarbon deposits beneath the Earth's surface. As a result, the tenants' financial results are highly dependent on the performance of the oil and natural gas industry, which is highly competitive and subject to volatility. During the terms of the leases, management monitors the credit quality of its tenants by reviewing their published credit ratings, if available, reviewing publicly available financial statements, or reviewing financial or other operating statements, monitoring news reports regarding the tenants and their respective businesses, and monitoring the timeliness of lease payments and the performance of other financial covenants under their leases. The COVID-19 pandemic-related reduction in energy demand and the sharp decline in commodity prices related to the combined impact of falling demand and recent increases in production from OPEC members and other international suppliers caused significant disruptions and volatility in the global oil marketplace during the first quarter of 2020. In response to COVID-19, governments around the world have implemented increasingly stringent measures to help reduce the spread of the virus, including stay-at-home and shelter-in-place orders, travel restrictions and other measures. These measures have adversely affected the economies and financial markets of the U.S. and many other countries, resulting in an economic downturn that has negatively impacted global demand and prices for the products handled by the Company's pipelines, terminals and other facilities. The events and conditions described above adversely impacted the Gulf of Mexico operations of the EGC Tenant, the tenant of the GIGS asset, under the Grand Isle Gathering Lease as discussed under "Energy Gulf Coast/Cox Oil" and "Grand Isle Gathering System" below. Further, UPL and Ultra Wyoming, the guarantor and tenant under the Pinedale Lease Agreement, respectively, continued to experience significant indebtedness and extremely challenging market conditions, which impacted its financial condition as discussed under "Ultra Petroleum" and "Pinedale Liquids Gathering System" below. Energy Gulf Coast/Cox Oil Prior to October 29, 2018, EGC was subject to the reporting requirements of the Exchange Act and was required to file with the SEC annual reports containing audited financial statements and quarterly reports containing unaudited financial statements. So long as EGC remained a public reporting company, the Grand Isle Lease Agreement provided this requirement was fulfilled by EGC making its financial statements and reports publicly available through the SEC’s EDGAR system, in lieu of delivering such information directly to the Company. On October 18, 2018, EGC was acquired by an affiliate of privately-held Cox Oil. Upon the filing by EGC of a Form 15 with the SEC on October 29, 2018, EGC's SEC reporting obligations were suspended and it ceased to file such reports. EGC's SEC filings prior to October 29, 2018 can be found at www.sec.gov. The Company makes no representation as to the accuracy or completeness of the audited and unaudited financial statements of EGC but has no reason to doubt the accuracy or completeness of such information. In addition, EGC has no duty, contractual or otherwise, to advise the Company of any events that might have occurred subsequent to the date of such financial statements which could affect the significance or accuracy of such information. None of the information in the public reports of EGC that are filed with the SEC is incorporated by reference into, or in any way form, a part of this filing. The Company believes the terms of the Grand Isle Lease Agreement require copies of certain financial statement information be provided that the Company is required to file pursuant to SEC Regulation S-X, as described in Section 2340 of the SEC Financial Reporting Manual. When EGC's financial information ceased to be publicly available, the Company encouraged officials of EGC and Cox Oil and, through Company counsel, the legal counsel to such entities, to satisfy their obligations under the Grand Isle Lease Agreement to provide the required information to the Company for inclusion in its SEC reports. To date, EGC and Cox Oil have refused to fulfill these obligations. The Company sought to enforce the obligations of EGC and Cox Oil and obtained a temporary restraining order ("TRO") from a Texas state court, mandating that they deliver the required EGC financial statements for the year ended December 31, 2018. The TRO was stayed pending an appeal by EGC and Cox Oil and, pursuant to its own terms, had lapsed by the time that appeal was denied on January 6, 2020. The case was remanded to the trial court for further proceedings. In May 2020, the trial court granted the Company's motion for summary judgment mandating the tenant deliver the required financial statements. The Company believes that it is entitled to such relief and will continue to pursue this litigation and all viable options to obtain and file the necessary financial statements. The Company expects to file the financial statement information that is required by Regulation S-X by amendment to its Annual Reports on Form 10-K for the year ended December 31, 2019, once such information is made available in accordance with the terms of the lease. On April 1, 2020, the EGC Tenant, a wholly owned indirect subsidiary of Cox Oil, elected to cease paying rent due for April of 2020. EGC Tenant is contractually obligated to pay rent and rent continues to accrue whether or not oil is being shipped. EGC Tenant is a special purpose entity engaged solely in activities related to the lease, and it does not own or operate any wells. EGC, parent of the EGC Tenant, owns and operates wells, including those connected to GIGS, and is the guarantor of the EGC Tenant's obligations under the lease. Following EGC Tenant's failure to pay rent due for April of 2020, and following discussions with Cox Oil management concerning its various operations, the Company sent EGC Tenant and EGC a notice of non-payment. After the required two-day cure period, a default has now occurred under the lease. The EGC Tenant also failed to make required rent payments for May and June of 2020. As a result, the Company has filed litigation for lien judgment in the State Court of Texas to recover the unpaid rent, plus interest, for April, May and June of 2020 from the EGC Tenant. Further, EGC filed an action to attempt to set aside the guarantee obligations of EGC under the lease. The Company intends to enforce its rights under the lease and expects to be able to enforce the guaranty. Grand Isle Gathering System The Company identified the EGC Tenant's nonpayment of rent discussed above along with the significant decline in the global oil market as indicators of impairment for the GIGS asset. As a result, the Company assessed the GIGS asset for impairment as of March 31, 2020. The Company performed a step 1 impairment assessment on the GIGS asset by estimating the undiscounted contractual cash flows relating to the lease using probability-weighted scenarios, which indicated that the GIGS asset's carrying value was not recoverable. As a result, the fair value of the GIGS asset was estimated through the use of probability-weighted discounted estimated cash flow scenarios to measure the impairment loss. The probability-weighted cash flows used to assess recoverability of the GIGS asset and measure its fair value were developed using assumptions related to the Grand Isle Lease Agreement and near-term crude oil and water price and volume projections reflective of the current environment and management's projections for long-term average prices and volumes. In addition to near and long-term price assumptions, other key assumptions include the timing and collectibility of lease payments, operating costs, timing of incurring such costs and the use of an appropriate discount rate. The Company believes our estimates and models used to determine fair value are similar to what a market participant would use. The Company engaged specialists and other third-parties to assist with the valuation methodology and analysis of certain underlying assumptions. The fair value measurement of the GIGS asset was based, in part, on significant inputs not observable in the market (as discussed above) and thus represents a Level 3 measurement. The significant unobservable input used includes a discount rate based on an estimated weighted average cost of capital of a theoretical market participant. We utilized a weighted average discount rate of 10.0 percent when deriving the fair value of the GIGS asset impaired during the quarter. The weighted average discount rate reflects management's best estimate of inputs a market participant would utilize. For the three months ended March 31, 2020, the Company recognized a $140.3 million loss on impairment of leased property related to the GIGS asset in the Consolidated Statements of Operations. As of March 31, 2020, the carrying value of the GIGS asset is $67.2 million , which is included in leased properties on the Consolidated Balance Sheet. The Company has previously recognized a deferred rent receivable for the Grand Isle Gathering Lease, which primarily represents timing differences between the straight-line revenue recognition and contractual lease receipts over the lease term. Given the EGC's Tenant's nonpayment of rent in the second quarter of 2020 and the Company's expectations surrounding the collectibility of the contractual lease payments under the lease, the Company does not currently expect the deferred rent receivable to be recoverable. Accordingly, the Company recognized a non-cash write-off of the deferred rent receivable of $30.1 million for the three months ended March 31, 2020. The non-cash write-off was recognized as a reduction of revenue in the Consolidated Statements of Operations. Ultra Petroleum On April 14, 2020, UPL, the parent and guarantor of the lease obligations of the tenant and operator of the Company's Pinedale LGS, announced that its significant indebtedness and extremely challenging current market conditions raise a substantial doubt about its ability to continue as a going concern. The going concern qualification in UPL's financial statements filed in its 2019 10-K resulted in defaults under UPL's credit and term loan agreement. UPL also disclosed that it elected not to make interest payments on certain outstanding indebtedness, triggering a 30 -day grace period. If such interest payments were not made by the end of the grace period, an event of default would occur, potentially causing its outstanding indebtedness to become immediately due and payable. UPL further disclosed that if it was unable to obtain sufficient additional capital to repay the outstanding indebtedness and sufficient liquidity to meet its operating needs, it may be necessary for UPL to seek protection from creditors under Chapter 11 of the U.S. Bankruptcy Code. On May 14, 2020, UPL filed a voluntary petition to reorganize under Chapter 11 of the U.S. Bankruptcy Code. The filing includes Ultra Wyoming, the operator of the Pinedale LGS and tenant under the Pinedale Lease Agreement with the Company’s indirect wholly owned subsidiary Pinedale LP. The bankruptcy filing of both the guarantor, UPL, and the tenant constitute defaults under the terms of the Pinedale Lease Agreement. The bankruptcy filing imposes a stay of CorEnergy’s ability to exercise remedies for the foregoing defaults. Ultra Wyoming also filed a motion to reject the Pinedale Lease Agreement, with a request that such motion be effective June 30, 2020. Pending the effective date of the rejection, Section 365 of the Bankruptcy Code generally requires Ultra Wyoming to comply on a timely basis with the provisions of the Pinedale Lease Agreement, including the payment provisions. Accordingly, the Company received the rent payments due on the first day of April, May and June 2020. Pinedale LP, along with Prudential, the lender under the Amended Pinedale Term Credit Facility discussed in Note 10 ("Debt") , commenced discussions with UPL, which resulted in UPL presenting an initial offer to purchase the Pinedale LGS. As of June 25, 2020 , Pinedale LP, has $32.2 million outstanding under the Amended Pinedale Term Credit Facility, which is secured by the Pinedale LGS, the only asset at Pinedale LP. The Amended Pinedale Term Credit Facility is not secured by any assets of CorEnergy or its other subsidiaries. Refer to Note 10 ("Debt") for further discussion of the terms of the Amended Pinedale Term Credit Facility, including a discussion of "Debt Covenant Considerations." On June 5, 2020, Pinedale LP filed a motion with the U.S. Bankruptcy Court objecting to Ultra Wyoming's motion to reject the Pinedale Lease Agreement while continuing its negotiations with UPL. Pinedale LP and the Company agreed in principle to terms with Ultra Wyoming to sell the Pinedale LGS for $18.0 million cash as set forth in a non-binding term sheet that was filed with the U.S. Bankruptcy Court in UPL’s Chapter 11 case along with a motion for approval of the transaction on June 22, 2020. A copy of the draft definitive purchase and sale agreement was also filed with the motion. The closing of the sale will be subject to the satisfaction of certain closing conditions, including but not limited to (i) a release of all liens under the Amended Pinedale Term Credit Facility, (ii) a release by Pinedale LP of all claims against UPL and Ultra Wyoming arising from the rejection or termination of the Pinedale Lease Agreement, (iii) the release by Ultra Wyoming of all claims against Pinedale LP and the Company and (iv) approval of the definitive purchase and sale agreement and the closing of the transaction by the bankruptcy court in UPL’s Chapter 11 case. The U.S. Bankruptcy Court scheduled a hearing on the motion for June 25, 2020. Assuming the definitive agreement is signed, the transaction is expected to close on or before June 30, 2020 and may be terminated by either party if not closed by July 30, 2020. If the transaction closes after June 30, 2020, the Company does not expect Ultra Wyoming to make any further rent payments under the Pinedale Lease Agreement. In conjunction with the expected sale of the Pinedale LGS described above, Pinedale LP and the Company expect to enter into a compromise and release agreement with Prudential related to the Amended Pinedale Term Credit Facility. Pursuant to such agreement, it is anticipated that at closing of the Pinedale LGS sale transaction with Ultra Wyoming, the Company will provide all cash related to the sale of the Pinedale LGS along with cash available at Pinedale LP on the closing date, estimated to be approximately $3.0 million , to Prudential in exchange for the release of all liens on the Pinedale LGS, release of the Company and Pinedale LP from the obligations of the Amended Pinedale Term Credit Facility, and the note under the Amended Pinedale Term Credit Facility will be deemed satisfied. UPL is currently subject to the reporting requirements under the Exchange Act and is required to file with the SEC annual reports containing audited financial statements and quarterly reports containing unaudited financial statements. Its SEC filings can be found at www.sec.gov. Its common stock is traded on the OTCQX marketplace under the symbol UPLC. The Company makes no representation as to the accuracy or completeness of the audited and unaudited financial statements of UPL but has no reason to doubt the accuracy or completeness of such information. In addition, UPL has no duty, contractual or otherwise, to advise the Company of any events that might have occurred subsequent to the date of such financial statements which could affect the significance or accuracy of such information. None of the information in the public reports of UPL that are filed with the SEC is incorporated by reference into, or in any way form, a part of this filing. Pinedale Liquids Gathering System As a result of the events described above, including the anticipated sale of the Pinedale LGS to Ultra Wyoming on or before June 30, 2020, the Company expects to recognize an estimated charge in the Consolidated Statement of Operations of approximately $147.0 million in the second quarter of 2020. The estimated charge could be partially offset by any reduction of the debt owed under the Amended Pinedale Term Credit Facility. The table below displays the Company's individually significant leases as a percentage of total leased properties and total lease revenues for the periods presented: As a Percentage of (1) Leased Properties Lease Revenues As of For the Three Months Ended March 31, 2020 December 31, 2019 March 31, 2020 March 31, 2019 Pinedale LGS (2) 70.8 % 44.4 % 35.3 % 39.1 % Grand Isle Gathering System (3) 28.7 % 55.3 % 64.6 % 60.8 % (1) Insignificant leases are not presented; thus, percentages may not sum to 100%. (2) Pinedale LGS lease revenues include variable rent of $28 thousand and $1.1 million for the three months ended March 31, 2020 and 2019, respectively. (3) As of March 31, 2020, the Grand Isle Gathering System's percentage of leased properties decreased as a result of the long-lived asset impairment discussed above. The Company expects the leased properties percentage to increase in subsequent quarters as a result of the expected sale of the Pinedale LGS on June 30, 2020 or shortly thereafter. For the three months ended March 31, 2020, the Grand Isle Gathering System's percentage of lease revenues is exclusive of the deferred rent receivable write-off discussed above. The following table reflects the depreciation and amortization included in the accompanying Consolidated Statements of Operations associated with the Company's leases and leased properties: For the Three Months Ended March 31, 2020 March 31, 2019 Depreciation Expense GIGS $ 2,440,588 $ 2,440,791 Pinedale 2,217,360 2,217,360 United Property Systems 9,831 9,624 Total Depreciation Expense $ 4,667,779 $ 4,667,775 Amortization Expense - Deferred Lease Costs GIGS $ 7,641 $ 7,641 Pinedale 15,342 15,342 Total Amortization Expense - Deferred Lease Costs $ 22,983 $ 22,983 ARO Accretion Expense GIGS $ 112,171 $ 110,992 Total ARO Accretion Expense $ 112,171 $ 110,992 The following table reflects the deferred costs that are included in the accompanying Consolidated Balance Sheets associated with the Company's leased properties: March 31, 2020 December 31, 2019 Net Deferred Lease Costs GIGS $ 191,114 $ 198,755 Pinedale 473,639 488,981 Total Deferred Lease Costs, net $ 664,753 $ 687,736 LESSEE - LEASED PROPERTIES The Company's operating subsidiaries currently lease single-use office space and equipment with remaining lease terms of approximately two years , some of which may include renewal options. These leases are classified as operating leases and immaterial to the consolidated financial statements. The Company recognizes lease expense in the Consolidated Statements of Operations on a straight-line basis over the remaining lease term. |
Transportation and Distribution
Transportation and Distribution Revenue | 3 Months Ended |
Mar. 31, 2020 | |
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 natural gas supply, transportation and distribution performance obligations, as well as limited performance obligations related to system maintenance and improvement. 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 and improvement contracts are specific and tailored to the customer's needs, have no alternative use and have an enforceable right to payment as the services are provided. Revenue is recognized on an input method, based on the actual cost of service as a measure of the performance obligation satisfaction. Differences between amounts invoiced and revenue recognized under the input method are reflected as an asset or liability on the Consolidated Balance Sheets. The costs of system improvement projects are recognized as a financing arrangement in accordance with guidance in the lease standard while the margin is recognized in accordance with the revenue standard as discussed above. The Company has a contract with 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. Based on a downward revision of the rate during the Company's long-term natural gas transportation contract with Spire, ASC 606 requires the Company to record the contractual transaction price, and therefore aggregate revenue, from the contract ratably over the term of the contract. Following the November 2018 rate decline, recognized performance obligations exceeded amounts invoiced and the contract liability began to decline at a rate of approximately $138 thousand per quarter and will continue to decline at the same rate through the end of the contract in October 2030. As of March 31, 2020 , the revenue allocated to the remaining performance obligation under this contract is approximately $56.8 million . The table below summarizes the Company's contract liability balance related to its transportation and distribution revenue contracts as of March 31, 2020 : Contract Liability (1) March 31, 2020 December 31, 2019 Beginning Balance January 1 $ 6,850,790 $ 6,522,354 Unrecognized Performance Obligations — 887,916 Recognized Performance Obligations (160,368 ) (559,480 ) Ending Balance $ 6,690,422 $ 6,850,790 (1) The contract liability balance is included in unearned revenue in the Consolidated Balance Sheets. The Company's contract asset balance was $45 thousand and $206 thousand as of March 31, 2020 and December 31, 2019 , respectively. The contract asset balance is included in prepaid expenses and other assets in the Consolidated Balance Sheets. The following is a breakout of the Company's transportation and distribution revenue for the three months ended March 31, 2020 and 2019 : For the Three Months Ended March 31, 2020 March 31, 2019 Natural gas transportation contracts 68.8 % 61.4 % Natural gas distribution contracts 23.2 % 34.8 % |
Financing Notes Receivable
Financing Notes Receivable | 3 Months Ended |
Mar. 31, 2020 | |
Receivables [Abstract] | |
FINANCING NOTES RECEIVABLE | FINANCING NOTES RECEIVABLE Financing notes receivable are presented at face value plus accrued interest receivable and deferred loan origination costs, and net of related direct loan origination income. Each quarter the Company reviews its financing notes receivable to determine if the balances are realizable based on factors affecting the collectability of those balances. Factors may include credit quality, timeliness of required periodic payments, past due status, and management discussions with obligors. The Company evaluates the collectability of both interest and principal of each of its loans to determine if an allowance is needed. An allowance will be recorded when, based on current information and events, the Company determines it is probable that it will be unable to collect all amounts due according to the existing contractual terms. Four Wood Financing Note Receivable On December 12, 2018, Four Wood Corridor granted SWD Enterprises, LLC, the previous debtor, approval to sell the assets securing the SWD loans to Compass SWD, LLC ("Compass SWD") in exchange for Compass SWD executing a new loan agreement with Four Wood Corridor for $1.3 million (the "Compass REIT Loan"). On June 12, 2019, Four Wood Corridor entered into an amended and restated Compass REIT Loan. The amended note had a two-year term maturing on June 30, 2021 with monthly principal payments of approximately $11 thousand and interest accruing on the outstanding principal at an annual rate of 8.5 percent . The amended and restated Compass REIT Loan is secured by real and personal property that provides saltwater disposal services for the oil and natural gas industry and pledged ownership interests of Compass SWD members. As of March 31, 2020 and December 31, 2019 , the Compass REIT Loan was valued at $1.2 million . On May 22, 2020, the terms of the Compass REIT Loan were amended (i) to extend the maturity date from June 30, 2021 to November 31, 2024 and (ii) to reduce payments to interest only through December 31, 2020. Additionally, the amended Compass REIT Loan will continue to accrue interest at an annual rate of 8.5 percent through May 31, 2021. Subsequent to May 31, 2021 interest will accrue at an annual rate of 12.0 percent . Monthly principal payments of approximately $11 thousand will resume on January 1, 2021 and increase annually beginning on June 30, 2021 through the maturity date. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES Deferred income taxes reflect the net tax effect of temporary differences between the carrying amount of assets and liabilities for financial reporting and tax purposes. Components of the Company's deferred tax assets and liabilities as of March 31, 2020 and December 31, 2019 , are as follows: Deferred Tax Assets and Liabilities March 31, 2020 December 31, 2019 Deferred Tax Assets: Deferred contract revenue $ 1,494,179 $ 1,529,473 Net operating loss carryforwards 5,850,717 5,622,052 Accrued liabilities 20,645 424,604 Capital loss carryforward 92,418 104,595 Other 6,184 6,184 Sub-total $ 7,464,143 $ 7,686,908 Valuation allowance (92,418 ) (104,595 ) Sub-total $ 7,371,725 $ 7,582,313 Deferred Tax Liabilities: Cost recovery of leased and fixed assets $ (3,108,220 ) $ (2,953,319 ) Other (39,865 ) (35,433 ) Sub-total $ (3,148,085 ) $ (2,988,752 ) Total net deferred tax asset $ 4,223,640 $ 4,593,561 As of March 31, 2020 , the total deferred tax assets and liabilities presented above relate to the Company's TRSs. The Company recognizes the tax benefits of uncertain tax positions only when the position is "more likely than not" to be sustained upon examination by the tax authorities based on the technical merits of the tax position. The Company's policy is to record interest and penalties on uncertain tax positions as part of tax expense. Tax years subsequent to the year ended December 31, 2015 remain open to examination by federal and state tax authorities. On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act") was enacted in response to the COVID-19 pandemic. The CARES Act, among other things, permits net operating loss ("NOL") carryovers and carrybacks to offset 100 percent of taxable income for taxable years beginning before 2021. In addition, the CARES Act allows NOLs originating in 2018, 2019 and 2020 to be carried back to each of the five preceding taxable years to generate a refund of previously paid income taxes. Certain of the Company’s TRSs have NOLs totaling approximately $1.2 million that are eligible for carryback under the CARES Act. The benefit of these carrybacks has been recorded as an increase to income taxes receivable and a reduction to deferred tax assets. Certain NOLs which were initially measured at the current corporate income tax rate of 21 percent are being carried back to offset taxable income that was taxed at a pre-Tax Cuts and Jobs Act of 2017 rate of 34 percent. The benefit received from the rate differential is reflected in the income tax provision for the three months ended March 31, 2020. For the year ended December 31, 2019, the Company generated a capital loss carryforward resulting from the liquidation of Lightfoot. The capital loss decreased upon receipt of the final 2019 K-1's in the first quarter of 2020. The amount of the carryforward for tax purposes was approximately $440 thousand and $500 thousand as of March 31, 2020 and December 31, 2019 , respectively, and if not utilized, this carryforward 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 carryforward will not be utilized prior to expiration. Due to the uncertainty of realizing this deferred tax asset, a valuation allowance of $92 thousand and $ 105 thousand was recorded equal to the amount of the tax benefit of this carryforward at March 31, 2020 and December 31, 2019 , respectively. In the future, if the Company concludes, based on existence of sufficient evidence, that it should realize more or less of its 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 percent for the three months ended March 31, 2020 and 2019 to income from operations and other income and expense for the periods presented, as follows: Income Tax Expense (Benefit) For the Three Months Ended March 31, 2020 March 31, 2019 Application of statutory income tax rate $ 1,744,493 $ 905,893 State income taxes, net of federal tax expense 34,509 516,026 Federal Tax Attributable to Income of Real Estate Investment Trust (1,644,238 ) (915,985 ) Other (159,486 ) (58,599 ) Total income tax expense (benefit) $ (24,722 ) $ 447,335 The components of income tax expense (benefit) include the following for the periods presented: Components of Income Tax Expense (Benefit) For the Three Months Ended March 31, 2020 March 31, 2019 Current tax expense (benefit) Federal $ (409,643 ) $ 216,093 State (net of federal tax expense (benefit)) 15,000 137,651 Total current tax expense (benefit) $ (394,643 ) $ 353,744 Deferred tax expense (benefit) Federal $ 350,412 $ (284,784 ) State (net of federal tax expense (benefit)) 19,509 378,375 Total deferred tax expense $ 369,921 $ 93,591 Total income tax expense (benefit), net $ (24,722 ) $ 447,335 |
Property and Equipment
Property and Equipment | 3 Months Ended |
Mar. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | PROPERTY AND EQUIPMENT Property and equipment consist of the following: Property and Equipment March 31, 2020 December 31, 2019 Land $ 605,070 $ 605,070 Natural gas pipeline 124,628,945 124,614,696 Vehicles and trailers 671,962 671,962 Office equipment and computers 268,559 268,559 Gross property and equipment $ 126,174,536 $ 126,160,287 Less: accumulated depreciation (20,148,744 ) (19,304,610 ) Net property and equipment $ 106,025,792 $ 106,855,677 Depreciation expense was $844 thousand for the three months ended March 31, 2020 , and $843 thousand for the three months ended March 31, 2019 . |
Management Agreement
Management Agreement | 3 Months Ended |
Mar. 31, 2020 | |
Agreements [Abstract] | |
MANAGEMENT AGREEMENT | MANAGEMENT AGREEMENT The Company pays its manager, Corridor, pursuant to a Management Agreement as described in the 2019 CorEnergy 10-K. During the three months ended March 31, 2020 , the Manager voluntarily recommended, and the Company agreed, that the Manager would waive all of the $171 thousand incentive fee that would otherwise be payable under the provisions of the Management Agreement with respect to dividends paid on the Company's common stock. In reviewing the application of the quarterly management fee provisions of the Management Agreement to the net proceeds received from the offering of 5.875% Convertible Notes, which closed on August 12, 2019, the Manager waived any incremental management fee due as of the end of the first quarter of 2020 based on such proceeds (other than the cash portion of such proceeds that was utilized in connection with the exchange of the Company’s 7.00% Convertible Notes). Fees incurred under the Management Agreement for the three months ended March 31, 2020 were $1.6 million compared to $1.8 million for the three months ended March 31, 2019 . Fees incurred under the Management Agreement are reported in the general and administrative line item on the Consolidated Statements of Operations. The Company pays its administrator, Corridor, pursuant to an Administrative Agreement. Fees incurred under the Administrative Agreement for the three months ended March 31, 2020 were $64 thousand compared to $68 thousand for the three months ended March 31, 2019 . Fees incurred under the Administrative Agreement are reported in the general and administrative line item on the Consolidated Statements of Operations. |
Fair Value
Fair Value | 3 Months Ended |
Mar. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE | FAIR VALUE Valuation Techniques and Unobservable Inputs The following section describes the valuation methodologies used by the Company for estimating fair value for financial instruments not recorded at fair value, but fair value is included for disclosure purposes only, as required under disclosure guidance related to the fair value of financial instruments. Cash and Cash Equivalents — The carrying value of cash, amounts due from banks, federal funds sold and securities purchased under resale agreements approximates fair value. Financing Notes Receivable — The financing notes receivable are valued on a non-recurring basis. The financing notes receivable are reviewed for impairment when events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Financing notes with carrying values that are not expected to be recovered through future cash flows are written-down to their estimated net realizable value. Estimates of realizable value are determined based on unobservable inputs, including estimates of future cash flow generation and value of collateral underlying the notes. Secured Credit Facilities — The fair value of the Company's long-term variable-rate and fixed-rate debt under its secured credit facilities approximates carrying value. Unsecured Convertible Senior Notes — The fair value of the unsecured convertible senior notes is estimated using quoted market prices from either active (Level 1) or generally active (Level 2) markets. Carrying and Fair Value Amounts Level within fair value hierarchy March 31, 2020 December 31, 2019 Carrying Amount (1) Fair Value Carrying Amount (1) Fair Value Financial Assets: Cash and cash equivalents Level 1 $ 119,054,407 $ 119,054,407 $ 120,863,643 $ 120,863,643 Financing notes receivable (Note 5) Level 3 1,202,500 1,202,500 1,235,000 1,235,000 Financial Liabilities: Secured credit facilities Level 2 $ 32,917,135 $ 32,917,135 $ 33,785,930 $ 33,785,930 7.00% Unsecured Convertible Senior Notes Level 1 1,672,445 1,193,228 2,084,178 2,820,832 5.875% Unsecured Convertible Senior Notes Level 2 116,406,460 96,336,000 116,239,318 122,508,000 (1) The carrying value of debt balances are presented net of unamortized original issuance discount and debt issuance costs. |
Debt
Debt | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
DEBT | DEBT The following is a summary of the Company's debt facilities and balances as of March 31, 2020 and December 31, 2019 : Total Commitment or Original Principal Quarterly Principal Payments March 31, 2020 December 31, 2019 Maturity Date Amount Outstanding Interest Amount Outstanding Interest CorEnergy Secured Credit Facility: CorEnergy Revolver $ 160,000,000 $ — 7/28/2022 $ — 3.74 % $ — 4.51 % MoGas Revolver 1,000,000 — 7/28/2022 — 3.74 % — 4.51 % Omega Line of Credit 1,500,000 — 7/31/2020 — 4.99 % — 5.76 % Pinedale Secured Credit Facility: Amended Pinedale Term Credit Facility (1) 41,000,000 882,000 12/29/2022 33,062,000 6.50 % 33,944,000 6.50 % 7.00% Unsecured Convertible Senior Notes 115,000,000 — 6/15/2020 1,676,000 7.00 % 2,092,000 7.00 % 5.875% Unsecured Convertible Senior Notes 120,000,000 — 8/15/2025 120,000,000 5.875 % 120,000,000 5.875 % Total Debt $ 154,738,000 $ 156,036,000 Less: Unamortized deferred financing costs (2) $ 600,362 $ 635,351 Unamortized discount on 7.00% Convertible Senior Notes 3,036 6,681 Unamortized discount on 5.875% Convertible Senior Notes 3,138,562 3,284,542 Total Debt, net of deferred financing costs $ 150,996,040 $ 152,109,426 Debt due within one year $ 5,200,445 $ 5,612,178 (1) Effective May 8, 2020 and in conjunction with the Standstill Agreement discussed below, the interest rate on the Amended Pinedale Term Credit Facility increased to the Default Rate of 8.50% (2) Unamortized deferred financing costs related to the Company's revolving credit facilities are included in Deferred Costs in the Assets section of the Consolidated Balance Sheets. Refer to the "Deferred Financing Costs" paragraph below. CorEnergy Credit Facility On July 28, 2017, the Company entered into an amendment and restatement of the CorEnergy Credit Facility with Regions Bank, as lender and administrative agent for other participating lenders (collectively, with the Agent, the "Lenders"). The amended facility provides for borrowing commitments of up to $161.0 million , consisting of (i) $160.0 million on the CorEnergy Revolver, subject to borrowing base limitations, and (ii) $1.0 million on the MoGas Revolver. The amended facility has a 5 -year term maturing on July 28, 2022. Borrowings under the credit facility will generally bear interest on the outstanding principal amount using a LIBOR pricing grid that is expected to equal a LIBOR rate plus an applicable margin of 2.75 percent to 3.75 percent , based on the Company's senior secured recourse leverage ratio. Total availability is subject to a borrowing base. The CorEnergy Credit Facility contains, among other restrictions, certain financial covenants including the maintenance of certain financial ratios, as well as default and cross-default provisions customary for transactions of this nature (with applicable customary grace periods). It is an event of default under the CorEnergy Credit Facility if any unrestricted subsidiary (which would include Pinedale LP) fails to pay at maturity or otherwise when due, or within any applicable grace period, any indebtedness with an outstanding balance of at least $5.0 million (which would include the Amended Pinedale Term Credit Facility) or fails to comply with any financial covenant with respect thereto, or any bankruptcy or insolvency default occurs with respect to such debt of an unrestricted subsidiary and remains uncured for such period of time as would permit the holders of such debt to accelerate its maturity, then such event would allow the lenders under the CorEnergy Credit Facility to accelerate the maturity of that facility. Pursuant to the Standstill Agreement between Pinedale LP and Prudential discussed below under “Amended Pinedale Term Credit Facility,” Prudential has agreed that during the Standstill Period (as defined below) it will not accelerate the debt under the Amended Pinedale Term Credit Facility as a result of UPL’s bankruptcy filing. As a result of the Standstill Agreement, since no acceleration is permitted on account of UPL’s bankruptcy filing during the Standstill Period, UPL’s bankruptcy filing does not trigger the cross-default provision described above and does not cause an event of default under the CorEnergy Credit Facility. Effective May 14, 2020, the Company entered into a Limited Consent with the Lenders under the CorEnergy Revolver that is part of the CorEnergy Credit Facility. The Lenders agreed to extend the date by which the Company will be required to deliver to the Lenders its financial statements for the fiscal quarter ended March 31, 2020 and certain required quarterly certifications until June 30, 2020, pursuant to the Form 10‑Q filing extension previously disclosed in the Company’s Current Report on Form 8-K filed April 23, 2020. The Limited Consent also documents notice previously provided by the Company to the Agent that certain events of default have occurred under the Company’s lease for its GIGS asset, as a result of the tenant under the Grand Isle Lease Agreement having failed to pay the rent due for April and May 2020. The Limited Consent is subject to the Company’s continued compliance with all of the other terms of the CorEnergy Revolver, and includes the Company’s agreement with the Lenders that the borrowing base value of the GIGS asset for purposes of the CorEnergy Revolver shall be zero, effective as of the Company’s March 31, 2020 balance sheet date. As of March 31, 2020 , the Company was in compliance with all covenants of the CorEnergy Credit Facility, and the Company had no borrowings outstanding. The the Company had approximately $50.0 million and $1.0 million of availability under the CorEnergy Revolver and MoGas Revolver, respectively. Amended Pinedale Term Credit Facility On December 29, 2017, Pinedale LP entered into the Amended Pinedale Term Credit Facility with Prudential and a group of lenders affiliated with Prudential as the sole lenders and Prudential serving as administrative agent. Under the terms of the Amended Pinedale Term Credit Facility, Pinedale LP was provided with a 5 -year $41.0 million term loan facility, bearing interest at a fixed rate of 6.5 percent , which matures on December 29, 2022. Principal payments of $294 thousand , plus accrued interest, are payable monthly. Outstanding balances under the facility are secured by the Pinedale LGS assets. The Amended Pinedale Term Credit Facility contains, among other restrictions, specific financial covenants including the maintenance of certain financial coverage ratios and a minimum net worth requirement which, along with other provisions of the credit facility, limit cash dividends and loans by Pinedale LP to the Company. At March 31, 2020 , the net assets of Pinedale LP were $129.9 million and Pinedale LP was in compliance with all of the financial covenants of the Amended Pinedale Term Credit Facility. As previously discussed in Note 3 ("Leased Properties And Leases") , UPL's bankruptcy filing constitutes a default under the terms of the Pinedale Lease Agreement with Pinedale LP. Such default under the Pinedale Lease Agreement is an event of default under the Amended Pinedale Term Credit Facility, which is secured by the Pinedale LGS. Among other things, an event of default could give rise to a Cash Control Period (as defined in the Amended Pinedale Term Credit Facility), which impacts Pinedale LP's ability to make distributions to the Company. During such a Cash Control Period, which was triggered May 14, 2020, by the bankruptcy filing of Ultra Wyoming and its parent guarantor, UPL, distributions by Pinedale LP to the Company are permitted to the extent required for the Company to maintain its REIT qualification, so long as Pinedale LP's obligations under the Amended Pinedale Term Credit Facility have not been accelerated following an Event of Default (as defined in the Amended Pinedale Term Credit Facility). Effective May 8, 2020, Pinedale LP entered into a Standstill Agreement with Prudential. The Standstill Agreement anticipated Pinedale LP’s notification to Prudential of two Events of Default under the Amended Pinedale Term Credit Facility (the “Specified Events of Default”) as a result of the occurrence of either (i) any bankruptcy filing by UPL or Ultra Wyoming and (ii) any resulting impact on Pinedale LP’s net worth covenant under the Amended Pinedale Term Credit Facility due to any accounting charge of assets of Pinedale LP triggered by any such bankruptcy filing of Ultra Wyoming. Under the Standstill Agreement, Prudential has agreed to forbear through September 1, 2020, or the earlier occurrence of a separate Event of Default under the Amended Pinedale Term Credit Facility (the “Standstill Period”) from exercising any rights they may have to accelerate and declare the outstanding balance under the credit facility immediately due and payable as a result of the occurrence of either of the Specified Events of Default, provided that there are no other Events of Default and Pinedale LP continues to meet its obligations under all of the other terms of the Amended Pinedale Term Credit Facility. The Standstill Agreement also requires that Pinedale LP not make any distributions to the Company during the Standstill Period and that interest will accrue and be payable from the effective date of such agreement at the Default Rate of interest provided for in the Amended Pinedale Term Credit Facility, increasing the effective interest rate to 8.50% . As previously discussed in Note 3 ("Leased Properties And Leases") , Pinedale LP and the Company expect to enter into a compromise and release agreement with Prudential related to the Amended Pinedale Term Credit Facility. Pursuant to such agreement, it is anticipated that at closing of the Pinedale LGS sale transaction with Ultra Wyoming on or before June 30, 2020, the Company will provide all cash related to the sale of the Pinedale LGS along with cash available at Pinedale LP on the closing date, estimated to be approximately $3.0 million , to Prudential in exchange for the release of all liens on the Pinedale LGS, release of the Company and Pinedale LP from the obligations of the Amended Pinedale Term Credit Facility, and the note under the Amended Pinedale Term Credit Facility will be deemed satisfied. Deferred Financing Costs A summary of deferred financing cost amortization expenses for the three months ended March 31, 2020 and 2019 is as follows: For the Three Months Ended March 31, 2020 March 31, 2019 CorEnergy Credit Facility $ 143,635 $ 143,636 Amended Pinedale Term Credit Facility 13,205 13,205 Total Deferred Debt Cost Amortization Expense (1)(2) $ 156,840 $ 156,841 (1) Amortization of deferred debt issuance costs is included in interest expense in the Consolidated Statements of Operations. (2) For the amount of deferred debt cost amortization relating to the convertible notes included in the Consolidated Statements of Operations, refer to the Convertible Note Interest Expense table below. 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 continue to be deferred and amortized under the amended and restated facility. Additionally, the Company incurred approximately $1.3 million in new debt issuance costs which have been deferred and are being amortized over the term of the new facility. Total deferred financing costs of $2.9 million are being amortized on a straight-line basis over the 5 -year term of the amended and restated CorEnergy Credit Facility. Amended Pinedale Term Credit Facility In connection with entering into the Amended Pinedale Term Credit Facility, Pinedale LP incurred approximately $367 thousand in new debt issuance costs, of which $264 thousand were deferred and are being amortized on a straight-line basis over the 5 -year term of the Amended Pinedale Term Credit Facility. Contractual Payments The remaining contractual principal payments as of March 31, 2020 under the Amended Pinedale Term Credit Facility are as follows: Year Amended Pinedale Term Credit Facility 2020 $ 2,646,000 2021 3,528,000 2022 26,888,000 2023 — 2024 — Thereafter — Total Remaining Contractual Payments $ 33,062,000 Convertible Debt 7.00% Convertible Notes On June 29, 2015, the Company completed a public offering of $115.0 million aggregate principal amount of 7.00% Convertible Senior Notes Due 2020 (the "7.00% Convertible Notes"). The 7.00% Convertible Notes had a maturity date of June 15, 2020 and bore interest at a rate of 7.00 percent per annum, payable semi-annually in arrears on June 15 and December 15 of each year, beginning on December 15, 2015. The 7.00% Convertible Notes were convertible into common stock at a rate of 30.3030 shares of common stock per $1,000 principal amount of 7.00% Convertible Notes, equivalent to a conversion price of $33.00 per share of common stock. On January 16, 2019, the Company agreed with three holders of its 7.00% Convertible Notes, pursuant to privately negotiated agreements, to exchange $43.8 million face amount of such notes for an aggregate of 837,040 shares of the Company's common stock, par value $0.001 per share, plus aggregate cash consideration of $19.8 million , including $315 thousand of interest expense. The Company's agent and lenders under the CorEnergy Credit Facility provided a consent for the convertible note exchange. The Company recorded a loss on extinguishment of debt of approximately $5.0 million in the Consolidated Statements of Operations for the first quarter of 2019. The loss on extinguishment of debt included the write-off of a portion of the underwriter's discount and deferred debt costs of $409 thousand and $27 thousand , respectively. On August 15, 2019, the Company used a portion of the net proceeds from the offering of the 5.875% Convertible Notes discussed further below, together with shares of its common stock, to exchange $63.9 million face amount of its 7.00% Convertible Notes pursuant to privately negotiated agreements with three holders. The total cash and stock consideration for the exchange was valued at approximately $93.2 million . This included an aggregate of 703,432 shares of common stock plus cash consideration of approximately $60.2 million , including $733 thousand of interest expense. The Company recorded a loss on extinguishment of debt of approximately $28.9 million in the Consolidated Statements of Operations for the third quarter of 2019. The loss on extinguishment of debt included the write-off of a portion of the underwriter's discount and deferred debt costs of $360 thousand and $24 thousand , respectively. Collectively, for the two exchange transactions described above, the Company recorded a loss on extinguishment of debt of $34.0 million for the year ended December 31, 2019. Additionally, during the three months ended March 31, 2020 , certain holders elected to convert (i) $416 thousand of 7.00% Convertible Notes for approximately 12,605 shares of common stock. As of March 31, 2020 , the Company has $1.7 million aggregate principal amount of 7.00% Convertible Notes outstanding. On June 12, 2020, the Company paid $1.7 million in aggregate principal and $59 thousand in interest expense upon maturity of the 7.00% Convertible Notes to extinguish the remaining debt outstanding. 5.875% Convertible Notes On August 12, 2019, the Company completed a private placement offering of $120.0 million aggregate principal amount of 5.875% Convertible Senior Notes due 2025 (the "5.875% Convertible Notes") to the initial purchasers of such notes for cash in reliance on an exemption from registration provided by Section 4(a)(2) of the Securities Act. The initial purchasers then resold the 5.875% Convertible Notes for cash equal to 100 percent of the aggregate principal amount thereof to qualified institutional buyers, as defined in Rule 144A under the Securities Act, in reliance on an exemption from registration provided by Rule 144A. The 5.875% Convertible Notes mature on August 15, 2025 and bear interest at a rate of 5.875 percent per annum, payable semi-annually in arrears on February 15 and August 15 of each year, beginning on February 15, 2020. The 5.875% 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 5.875% Convertible Notes, which are also being amortized over the life of the notes. Holders may convert all or any portion of their 5.875% 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 5.875% Convertible Notes is 20.0 shares of common stock per $1,000 principal amount of the 5.875% 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. The Indenture for the 5.875% 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. On April 29, 2020, the Company repurchased approximately $2.0 million face amount of its 5.875% Convertible Notes for approximately $1.3 million , including $24 thousand of interest expense. The repurchase will result in a gain on extinguishment of debt of $576 thousand for the second quarter of 2020. Subsequent to the transaction, the Company has $118.1 million aggregate principal amount of 5.875% Convertible Notes outstanding. Convertible Note Interest Expense The following is a summary of the impact of convertible notes on interest expense for the three months ended March 31, 2020 and 2019 : Convertible Note Interest Expense For the Three Months Ended March 31, 2020 March 31, 2019 7.00% Convertible Notes: Interest Expense $ 31,215 $ 1,406,857 Discount Amortization 3,645 132,910 Deferred Debt Issuance Amortization 622 8,681 Total 7.00% Convertible Notes $ 35,482 $ 1,548,448 5.875% Convertible Notes: Interest Expense $ 1,762,500 $ — Discount Amortization 145,980 — Deferred Debt Issuance Amortization 21,162 — Total 5.875% Convertible Notes $ 1,929,642 $ — Total Convertible Note Interest Expense $ 1,965,124 $ 1,548,448 Including the impact of the convertible debt discount and related deferred debt issuance costs, (i) the effective interest rate on the 7.00% Convertible Notes is approximately 8.0 percent and 7.7 percent for the three months ended March 31, 2020 and 2019 , respectively and (ii) the effective interest rate on the 5.875% Convertible Notes is approximately 6.4 percent for the three months ended March 31, 2020 . Debt Covenant Considerations In accordance with GAAP, 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 substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued. In making its assessment, management considered the Company’s current financial condition and liquidity sources, including current funds available, forecasted future cash flows and conditional and unconditional obligations due over the next twelve months. As discussed in this footnote, the Company was in compliance with its debt covenants under the CorEnergy Credit Facility and the Amended Pinedale Term Credit Facility as of March 31, 2020. The Company has considered the projected impact of COVID-19 and the significant disruptions and volatility in the global energy markets on the ability of it tenants to pay rent, which represent a significant portion of the Company's lease revenues and operating cash flows. Additionally, the Company has considered UPL's bankruptcy and Ultra Wyoming's related motion to reject the lease effective June 30, 2020, including the expected sale of the Pinedale LGS to Ultra Wyoming on or before June 30, 2020. Further, the Company considered Pinedale LP's ability to service its debt under the Amended Pinedale Term Credit Facility. Based on its analysis of future compliance with its financial covenants, management has determined that the Company may violate certain financial covenants under its debt agreements within the next twelve months if covenant waivers are not obtained. If the Company were to violate one or more financial covenants, the lenders could declare the Company in default and could accelerate the amounts due under a portion or all of the Company’s outstanding debt. Further, a default under one debt agreement could trigger cross-default provisions within certain of the Company's other debt agreements. While these conditions raise substantial doubt about our ability to continue as a going concern within one year after the financial statements are issued, management has concluded that such doubt is mitigated by the considerations discussed below, which lead to a conclusion that the Company will continue to be able to fund current obligations as they become due one year from the date of issuance of these financial statements. The Company is in the process of working with its lenders and believes it will receive waivers with respect to the affected financial covenants before any covenants are violated. However, any waivers would be granted at the sole discretion of the lenders, and there can be no assurance that the Company will be able to obtain such waivers. Additionally, the Company currently has no borrowings or expected future borrowings on its CorEnergy Credit Facility, which mitigates the cross-default provision described above under the Company's 5.875% Convertible Notes. As discussed in Note 3 ("Leased Properties And Leases") , Pinedale LP and the Company expect to sell the Pinedale LGS to Ultra Wyoming on or before June 30, 2020 and by no later than July 30, 2020, and the Company expects to provide all cash related to the sale, along with cash available at Pinedale LP on the closing date, estimated to be approximately $3.0 million , to Prudential to satisfy the Amended Pinedale Term Credit Facility. Management believes these measures, as the Company continues to implement them, may enable it to comply with the financial covenants under its debt agreements. In any event, should negotiations with the Company’s lenders concerning additional waivers prove unsuccessful or should the sale of the Pinedale LGS not occur, based on management’s current projections, the Company would have sufficient liquidity to extinguish the outstanding balance due under the Amended Pinedale Term Credit Facility, and to pay fees that would be due in connection with any termination of the CorEnergy Credit Facility, while also continuing to fund current obligations as they become due one year from the date of issuance of these financial statements. As a result, the accompanying unaudited consolidated financial statements and related notes have been prepared assuming that the Company will continue as a going concern. |
Stockholder's Equity
Stockholder's Equity | 3 Months Ended |
Mar. 31, 2020 | |
Equity [Abstract] | |
STOCKHOLDER'S EQUITY | STOCKHOLDERS' EQUITY The Company's Board of Directors authorized a securities repurchase program for the Company to buy up to the remaining amount of its 7.00% Convertible Notes and up to $5.0 million of its common stock and 7.375% Series A Preferred Stock, which commenced March 21, 2020. Purchases may be made through the program through August 20, 2020. PREFERRED STOCK As of March 31, 2020 , the Company has a total of 5,010,814 depository shares outstanding, or approximately 50,108 whole shares of its 7.375% Series A Preferred Stock. On March 30, 2020, the Company repurchased 8,913 depository shares of Series A Preferred Stock for approximately $162 thousand in cash. See Note 13 ("Subsequent Events") for further information regarding the declaration of a dividend on the 7.375% Series A Preferred Stock. COMMON STOCK As of March 31, 2020 , the Company has 13,651,521 of common shares issued and outstanding. See Note 13 ("Subsequent Events") for further information regarding the declaration of a dividend on the common stock. SHELF REGISTRATION STATEMENTS On October 30, 2018, the Company filed a shelf registration statement with the SEC, pursuant to which it registered 1,000,000 shares of common stock for issuance under its dividend reinvestment plan. As of March 31, 2020 , the Company has issued 22,003 shares of common stock under its dividend reinvestment plan pursuant to the shelf, resulting in remaining availability (subject to the current limitation discussed below) of approximately 977,997 shares of common stock. On November 9, 2018, the Company had a new shelf registration statement declared effective by the SEC replacing the Company's previously filed shelf registration statement, pursuant to which it may publicly offer additional debt or equity securities with an aggregate offering price of up to $600.0 million . As described elsewhere in this Report, EGC and Cox Oil have refused to provide the financial statement information concerning EGC required to be filed by the Company pursuant to SEC Regulation S-X. At least until it is able to file these EGC financial statements, the Company does not expect to be able to use this shelf registration statement, or the shelf registration statement filed for its dividend reinvestment plan, to sell its securities. As previously disclosed in the Company's Current Report on Form 8-K filed on April 24, 2019, the Company has suspended its dividend reinvestment plan. The Company has engaged in dialogue with the staff of the SEC in an effort to shorten the period during which it does not use its registration statements. The Company does not expect this period to be shortened until the EGC financial statement information has been received and filed. |
Earnings Per Share
Earnings Per Share | 3 Months Ended |
Mar. 31, 2020 | |
Earnings Per Share [Abstract] | |
EARNINGS PER SHARE | EARNINGS PER SHARE Basic earnings (loss) per share data is computed based on the weighted-average number of shares of common stock outstanding during the periods. Diluted earnings (loss) per share data is computed based on the weighted-average number of shares of common stock outstanding, including all potentially issuable shares of common stock. Diluted earnings (loss) per share for the three months ended March 31, 2020 and 2019 excludes the impact to income and the number of shares outstanding from the conversion of the 7.00% Convertible Notes and the 5.875% Convertible Notes, as applicable, because such impact is antidilutive. Under the if converted method, and after consideration of the common shares issued in the Convertible Notes exchanges and conversions discussed in Note 10 ("Debt") , the 7.00% Convertible Notes and 5.875% Convertible Notes would result in an additional 2,450,788 common shares outstanding for the three months ended March 31, 2020 . For the three months ended March 31, 2019 , under the if-converted method, the 7.00% Convertible Notes would have resulted in an additional 2,126,545 common shares outstanding. For the Three Months Ended March 31, 2020 March 31, 2019 Net Income (Loss) attributable to CorEnergy Stockholders $ (162,042,368 ) $ 3,866,441 Less: preferred dividend requirements 2,260,793 2,314,128 Net Income (Loss) attributable to Common Stockholders $ (164,303,161 ) $ 1,552,313 Weighted average shares - basic 13,648,293 12,604,943 Basic earnings (loss) per share $ (12.04 ) $ 0.12 Net Income (loss) attributable to Common Stockholders (from above) $ (164,303,161 ) $ 1,552,313 Add: After tax effect of convertible interest — — Income (loss) attributable for dilutive securities $ (164,303,161 ) $ 1,552,313 Weighted average shares - diluted 13,648,293 12,604,943 Diluted earnings (loss) per share $ (12.04 ) $ 0.12 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2020 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS The Company performed an evaluation of subsequent events through the date of the issuance of these financial statements and determined that no additional items require recognition or disclosure, except for the following: Common Stock Dividend Declaration On April 27, 2020 the Company's Board of Directors declared a 2020 first quarter dividend of $0.05 per share for CorEnergy common stock. The dividend was paid on May 29, 2020 to stockholders of record on May 15, 2020 . As previously disclosed in the Company's Current Report on Form 8-K filed on April 28, 2020, the Company paid this quarter's common stock dividend entirely in cash. Preferred Stock Dividend Declaration On April 27, 2020 , the Company's Board of Directors also declared a dividend of $0.4609375 per depositary share for its 7.375% Series A Preferred Stock. The preferred stock dividend was paid on May 29, 2020 to stockholders of record on May 15, 2020 . Pinedale LGS Accounting Charge As a result of events that occurred in the second quarter of 2020 related to UPL and Ultra Wyoming, the guarantor and tenant under the Pinedale Lease Agreement, respectively, which are more fully described in Note 3 ("Leased Properties And Leases") , the Company expects to recognize a charge in the Consolidated Statement of Operations for the Pinedale LGS in the second quarter of 2020. The estimated charge could be partially offset by any reduction of the debt owed under the Amended Pinedale Term Credit Facility. |
Recent Accounting Pronounceme_2
Recent Accounting Pronouncements (Policies) | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements include CorEnergy accounts and the accounts of its wholly-owned subsidiaries and have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") set forth in the Accounting Standards Codification ("ASC"), as published by the Financial Accounting Standards Board (" FASB"), and with the Securities and Exchange Commission (" SEC") instructions to Form 10-Q, and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. The accompanying consolidated financial statements reflect all adjustments that are, in the opinion of management, necessary for a fair presentation of the Company's financial position, results of operations, and cash flows for the periods presented. There were no adjustments that, in the opinion of management, were not of a normal and recurring nature. All intercompany transactions and balances have been eliminated in consolidation. The FASB issued ASU 2015-02 "Consolidations (Topic 810) - Amendments to the Consolidation Analysis" ("ASU 2015-02"), which amended previous consolidation guidance, including introducing a separate consolidation analysis specific to limited partnerships and other similar entities. Under this analysis, limited partnerships and other similar entities are considered a variable interest entity ("VIE") unless the limited partners hold substantive kick-out rights or participating rights. Management determined that Pinedale LP and Grand Isle Corridor LP are VIEs under the amended guidance because the limited partners of both partnerships lack both substantive kick-out rights and participating rights. 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 percent 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. |
Recent Accounting Pronouncements | RECENT ACCOUNTING PRONOUNCEMENTS In June of 2016, the FASB issued ASU 2016-13 " Financial Instruments - Credit Losses " ("ASU 2016-13"), which introduces an approach based on expected losses to estimate credit losses on certain types of financial instruments. The new model, referred to as the current expected credit losses ("CECL model"), will apply to financial assets subject to credit losses and measured at amortized cost, and certain off-balance sheet credit exposures. ASU 2016-13 is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. In November of 2019, the FASB issued ASU 2019-10, Financial Instruments - Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842) Effective Dates , which deferred the effective dates of these standards for certain entities. Based on the guidance for smaller reporting companies, the effective date of ASU 2016-13 is deferred for the Company until fiscal year 2023 with early adoption permitted, and the Company has elected to defer adoption of this standard. Although the Company has elected to defer adoption of ASU 2016-13, it will continue to evaluate the potential impact of the standard on its consolidated financial statements. As part of its ongoing assessment work, the Company has formed an implementation team, completed training on the CECL model and has begun developing policies, processes and internal controls. In March of 2020, the FASB issued ASU 2020-04, "Reference Rate Reform (Topic 848)" ("ASU 2020-04"). In response to concerns about structural risks of interbank offered rates including the risk of cessation of the London Interbank Offered Rate (LIBOR), regulators in several jurisdictions around the world have undertaken reference rate reform initiatives to identify alternative reference rates that are more observable and less susceptible to manipulation. The provisions of ASU 2020-04 are elective and apply to all entities, subject to meeting certain criteria, that have debt or hedging contracts, among other contracts, that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. ASU 2020-04, among other things, provides optional expedients and exceptions for a limited period of time for applying U.S. GAAP to these contracts if certain criteria are met to ease the potential burden in accounting for or recognizing the effects of reference rate reform on financial reporting. ASU 2020-04 is effective for all entities as of March 12, 2020 through December 31, 2022. The Company is currently evaluating its contracts that reference LIBOR and the optional expedients and exceptions provided by the FASB. |
Leased Properties and Leases (T
Leased Properties and Leases (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Leases [Abstract] | |
Significant Leased Properties, Major Tenants and Lease Terms | The following table summarizes the significant leased properties, major tenants and lease terms: Summary of Leased Properties, Major Tenants and Lease Terms Property Grand Isle Gathering System Pinedale LGS Location Gulf of Mexico/Louisiana Pinedale, WY Tenant Energy XXI GIGS Services, LLC Ultra Wyoming LGS, LLC Asset Description Approximately 137 miles of offshore pipeline with total capacity of 120 thousand Bbls/d, Approximately 150 miles of pipelines and Date Acquired June 2015 December 2012 Initial Lease Term 11 years 15 years Renewal Option Equal to the lesser of 9-years or 75 percent 5-year terms Current Monthly Rent Payments 7/1/2019 - 6/30/2020: $3,223,917 $1,844,748 Initial Estimated Useful Life (1) 27 years 26 years (1) In conjunction with the impairment of the Grand Isle Gathering System discussed below, the remaining estimated useful life of the GIGS asset will be adjusted to approximately 15 years beginning in the second quarter of 2020. Additionally, the Company updated the useful life of its asset retirement obligation ("ARO") segments resulting in a change to the timing of the undiscounted cash flows. The timing change resulted in an increase to the ARO asset and liability of approximately $290 thousand. |
Schedule of Significant Leases | The table below displays the Company's individually significant leases as a percentage of total leased properties and total lease revenues for the periods presented: As a Percentage of (1) Leased Properties Lease Revenues As of For the Three Months Ended March 31, 2020 December 31, 2019 March 31, 2020 March 31, 2019 Pinedale LGS (2) 70.8 % 44.4 % 35.3 % 39.1 % Grand Isle Gathering System (3) 28.7 % 55.3 % 64.6 % 60.8 % (1) Insignificant leases are not presented; thus, percentages may not sum to 100%. (2) Pinedale LGS lease revenues include variable rent of $28 thousand and $1.1 million for the three months ended March 31, 2020 and 2019, respectively. (3) As of March 31, 2020, the Grand Isle Gathering System's percentage of leased properties decreased as a result of the long-lived asset impairment discussed above. The Company expects the leased properties percentage to increase in subsequent quarters as a result of the expected sale of the Pinedale LGS on June 30, 2020 or shortly thereafter. For the three months ended March 31, 2020, the Grand Isle Gathering System's percentage of lease revenues is exclusive of the deferred rent receivable write-off discussed above. |
Schedule of Depreciation, Amortization and Accretion | The following table reflects the depreciation and amortization included in the accompanying Consolidated Statements of Operations associated with the Company's leases and leased properties: For the Three Months Ended March 31, 2020 March 31, 2019 Depreciation Expense GIGS $ 2,440,588 $ 2,440,791 Pinedale 2,217,360 2,217,360 United Property Systems 9,831 9,624 Total Depreciation Expense $ 4,667,779 $ 4,667,775 Amortization Expense - Deferred Lease Costs GIGS $ 7,641 $ 7,641 Pinedale 15,342 15,342 Total Amortization Expense - Deferred Lease Costs $ 22,983 $ 22,983 ARO Accretion Expense GIGS $ 112,171 $ 110,992 Total ARO Accretion Expense $ 112,171 $ 110,992 |
Schedule of Deferred Lease Costs | The following table reflects the deferred costs that are included in the accompanying Consolidated Balance Sheets associated with the Company's leased properties: March 31, 2020 December 31, 2019 Net Deferred Lease Costs GIGS $ 191,114 $ 198,755 Pinedale 473,639 488,981 Total Deferred Lease Costs, net $ 664,753 $ 687,736 |
Transportation and Distributi_2
Transportation and Distribution Revenue (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Contract with Customer, Asset and Liability | The table below summarizes the Company's contract liability balance related to its transportation and distribution revenue contracts as of March 31, 2020 : Contract Liability (1) March 31, 2020 December 31, 2019 Beginning Balance January 1 $ 6,850,790 $ 6,522,354 Unrecognized Performance Obligations — 887,916 Recognized Performance Obligations (160,368 ) (559,480 ) Ending Balance $ 6,690,422 $ 6,850,790 (1) The contract liability balance is included in unearned revenue in the Consolidated Balance Sheets. |
Schedules of Concentration of Risk | The following is a breakout of the Company's transportation and distribution revenue for the three months ended March 31, 2020 and 2019 : For the Three Months Ended March 31, 2020 March 31, 2019 Natural gas transportation contracts 68.8 % 61.4 % Natural gas distribution contracts 23.2 % 34.8 % |
Income Taxes (Tables)
Income Taxes (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Components of deferred tax assets and liabilities | Components of the Company's deferred tax assets and liabilities as of March 31, 2020 and December 31, 2019 , are as follows: Deferred Tax Assets and Liabilities March 31, 2020 December 31, 2019 Deferred Tax Assets: Deferred contract revenue $ 1,494,179 $ 1,529,473 Net operating loss carryforwards 5,850,717 5,622,052 Accrued liabilities 20,645 424,604 Capital loss carryforward 92,418 104,595 Other 6,184 6,184 Sub-total $ 7,464,143 $ 7,686,908 Valuation allowance (92,418 ) (104,595 ) Sub-total $ 7,371,725 $ 7,582,313 Deferred Tax Liabilities: Cost recovery of leased and fixed assets $ (3,108,220 ) $ (2,953,319 ) Other (39,865 ) (35,433 ) Sub-total $ (3,148,085 ) $ (2,988,752 ) Total net deferred tax asset $ 4,223,640 $ 4,593,561 |
Total income tax expense | Total income tax expense (benefit) differs from the amount computed by applying the federal statutory income tax rate of 21 percent for the three months ended March 31, 2020 and 2019 to income from operations and other income and expense for the periods presented, as follows: Income Tax Expense (Benefit) For the Three Months Ended March 31, 2020 March 31, 2019 Application of statutory income tax rate $ 1,744,493 $ 905,893 State income taxes, net of federal tax expense 34,509 516,026 Federal Tax Attributable to Income of Real Estate Investment Trust (1,644,238 ) (915,985 ) Other (159,486 ) (58,599 ) Total income tax expense (benefit) $ (24,722 ) $ 447,335 |
Components of income tax expense | The components of income tax expense (benefit) include the following for the periods presented: Components of Income Tax Expense (Benefit) For the Three Months Ended March 31, 2020 March 31, 2019 Current tax expense (benefit) Federal $ (409,643 ) $ 216,093 State (net of federal tax expense (benefit)) 15,000 137,651 Total current tax expense (benefit) $ (394,643 ) $ 353,744 Deferred tax expense (benefit) Federal $ 350,412 $ (284,784 ) State (net of federal tax expense (benefit)) 19,509 378,375 Total deferred tax expense $ 369,921 $ 93,591 Total income tax expense (benefit), net $ (24,722 ) $ 447,335 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and equipment consist of the following: Property and Equipment March 31, 2020 December 31, 2019 Land $ 605,070 $ 605,070 Natural gas pipeline 124,628,945 124,614,696 Vehicles and trailers 671,962 671,962 Office equipment and computers 268,559 268,559 Gross property and equipment $ 126,174,536 $ 126,160,287 Less: accumulated depreciation (20,148,744 ) (19,304,610 ) Net property and equipment $ 106,025,792 $ 106,855,677 |
Fair Value (Tables)
Fair Value (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Carrying and Fair Value Amounts | Carrying and Fair Value Amounts Level within fair value hierarchy March 31, 2020 December 31, 2019 Carrying Amount (1) Fair Value Carrying Amount (1) Fair Value Financial Assets: Cash and cash equivalents Level 1 $ 119,054,407 $ 119,054,407 $ 120,863,643 $ 120,863,643 Financing notes receivable (Note 5) Level 3 1,202,500 1,202,500 1,235,000 1,235,000 Financial Liabilities: Secured credit facilities Level 2 $ 32,917,135 $ 32,917,135 $ 33,785,930 $ 33,785,930 7.00% Unsecured Convertible Senior Notes Level 1 1,672,445 1,193,228 2,084,178 2,820,832 5.875% Unsecured Convertible Senior Notes Level 2 116,406,460 96,336,000 116,239,318 122,508,000 (1) The carrying value of debt balances are presented net of unamortized original issuance discount and debt issuance costs. |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | A summary of deferred financing cost amortization expenses for the three months ended March 31, 2020 and 2019 is as follows: For the Three Months Ended March 31, 2020 March 31, 2019 CorEnergy Credit Facility $ 143,635 $ 143,636 Amended Pinedale Term Credit Facility 13,205 13,205 Total Deferred Debt Cost Amortization Expense (1)(2) $ 156,840 $ 156,841 (1) Amortization of deferred debt issuance costs is included in interest expense in the Consolidated Statements of Operations. (2) For the amount of deferred debt cost amortization relating to the convertible notes included in the Consolidated Statements of Operations, refer to the Convertible Note Interest Expense table below. The following is a summary of the Company's debt facilities and balances as of March 31, 2020 and December 31, 2019 : Total Commitment or Original Principal Quarterly Principal Payments March 31, 2020 December 31, 2019 Maturity Date Amount Outstanding Interest Amount Outstanding Interest CorEnergy Secured Credit Facility: CorEnergy Revolver $ 160,000,000 $ — 7/28/2022 $ — 3.74 % $ — 4.51 % MoGas Revolver 1,000,000 — 7/28/2022 — 3.74 % — 4.51 % Omega Line of Credit 1,500,000 — 7/31/2020 — 4.99 % — 5.76 % Pinedale Secured Credit Facility: Amended Pinedale Term Credit Facility (1) 41,000,000 882,000 12/29/2022 33,062,000 6.50 % 33,944,000 6.50 % 7.00% Unsecured Convertible Senior Notes 115,000,000 — 6/15/2020 1,676,000 7.00 % 2,092,000 7.00 % 5.875% Unsecured Convertible Senior Notes 120,000,000 — 8/15/2025 120,000,000 5.875 % 120,000,000 5.875 % Total Debt $ 154,738,000 $ 156,036,000 Less: Unamortized deferred financing costs (2) $ 600,362 $ 635,351 Unamortized discount on 7.00% Convertible Senior Notes 3,036 6,681 Unamortized discount on 5.875% Convertible Senior Notes 3,138,562 3,284,542 Total Debt, net of deferred financing costs $ 150,996,040 $ 152,109,426 Debt due within one year $ 5,200,445 $ 5,612,178 (1) Effective May 8, 2020 and in conjunction with the Standstill Agreement discussed below, the interest rate on the Amended Pinedale Term Credit Facility increased to the Default Rate of 8.50% (2) Unamortized deferred financing costs related to the Company's revolving credit facilities are included in Deferred Costs in the Assets section of the Consolidated Balance Sheets. Refer to the "Deferred Financing Costs" paragraph below. |
Schedule of Maturities of Long-term Debt | The remaining contractual principal payments as of March 31, 2020 under the Amended Pinedale Term Credit Facility are as follows: Year Amended Pinedale Term Credit Facility 2020 $ 2,646,000 2021 3,528,000 2022 26,888,000 2023 — 2024 — Thereafter — Total Remaining Contractual Payments $ 33,062,000 |
Components of Convertible Debt | The following is a summary of the impact of convertible notes on interest expense for the three months ended March 31, 2020 and 2019 : Convertible Note Interest Expense For the Three Months Ended March 31, 2020 March 31, 2019 7.00% Convertible Notes: Interest Expense $ 31,215 $ 1,406,857 Discount Amortization 3,645 132,910 Deferred Debt Issuance Amortization 622 8,681 Total 7.00% Convertible Notes $ 35,482 $ 1,548,448 5.875% Convertible Notes: Interest Expense $ 1,762,500 $ — Discount Amortization 145,980 — Deferred Debt Issuance Amortization 21,162 — Total 5.875% Convertible Notes $ 1,929,642 $ — Total Convertible Note Interest Expense $ 1,965,124 $ 1,548,448 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted Earnings Per Share | For the Three Months Ended March 31, 2020 March 31, 2019 Net Income (Loss) attributable to CorEnergy Stockholders $ (162,042,368 ) $ 3,866,441 Less: preferred dividend requirements 2,260,793 2,314,128 Net Income (Loss) attributable to Common Stockholders $ (164,303,161 ) $ 1,552,313 Weighted average shares - basic 13,648,293 12,604,943 Basic earnings (loss) per share $ (12.04 ) $ 0.12 Net Income (loss) attributable to Common Stockholders (from above) $ (164,303,161 ) $ 1,552,313 Add: After tax effect of convertible interest — — Income (loss) attributable for dilutive securities $ (164,303,161 ) $ 1,552,313 Weighted average shares - diluted 13,648,293 12,604,943 Diluted earnings (loss) per share $ (12.04 ) $ 0.12 |
Introduction and Basis of Pre_2
Introduction and Basis of Presentation (Details) | Mar. 31, 2020 |
Pinedale LP | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |
Controlling economic interest | 100.00% |
Grand Isle Corridor Gathering LP | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |
Controlling economic interest | 100.00% |
Leased Properties and Leases -
Leased Properties and Leases - Additional Information (Details) bbl / d in Thousands | Apr. 14, 2020 | Apr. 02, 2020 | Jun. 30, 2020USD ($) | Mar. 31, 2020USD ($)abbl / dfacilityleased_propertymi | Mar. 31, 2019USD ($) | Jun. 25, 2020USD ($) | Jun. 05, 2020USD ($) | Apr. 01, 2020 | Dec. 31, 2019USD ($) |
Sale Leaseback Transaction [Line Items] | |||||||||
Number of significant leased properties | leased_property | 2 | ||||||||
Asset retirement obligation adjustment | $ 290,000 | ||||||||
Loss on impairment of leased property | 140,268,379 | $ 0 | |||||||
Carrying value of leased property | 234,565,116 | $ 379,211,399 | |||||||
Deferred rent receivable write-off, noncash | 30,105,820 | 0 | |||||||
Long term borrowings outstanding | 154,738,000 | 156,036,000 | |||||||
Lease revenue | $ 15,746,504 | $ 16,717,710 | |||||||
Operating Subsidiaries | |||||||||
Sale Leaseback Transaction [Line Items] | |||||||||
Initial lease term | 2 years | ||||||||
Amended Pinedale Term Credit Facility | Term Loan | Secured Debt | |||||||||
Sale Leaseback Transaction [Line Items] | |||||||||
Long term borrowings outstanding | $ 33,062,000 | $ 33,944,000 | |||||||
Subsequent Event | |||||||||
Sale Leaseback Transaction [Line Items] | |||||||||
Grace period | 30 days | ||||||||
Lease revenue | $ 147,000,000 | ||||||||
Subsequent Event | Pinedale LGS | Disposal Group, Disposed of by Sale, Not Discontinued Operations | Prudential | |||||||||
Sale Leaseback Transaction [Line Items] | |||||||||
Disposal group, consideration | $ 18,000,000 | ||||||||
Subsequent Event | Pinedale LGS | Disposal Group, Disposed of by Sale, Not Discontinued Operations | Prudential | Forecast | |||||||||
Sale Leaseback Transaction [Line Items] | |||||||||
Disposal group, cash held | $ 3,000,000 | ||||||||
Subsequent Event | Amended Pinedale Term Credit Facility | Term Loan | Secured Debt | |||||||||
Sale Leaseback Transaction [Line Items] | |||||||||
Long term borrowings outstanding | $ 32,200,000 | ||||||||
Grand Isle Gathering System | |||||||||
Sale Leaseback Transaction [Line Items] | |||||||||
Initial lease term | 11 years | ||||||||
Length of offshore pipeline (in miles) | mi | 137 | ||||||||
Pipeline capacity (in bbl/day) | bbl / d | 120 | ||||||||
Number of acres in the onshore terminal and saltwater disposal system (in acres) | a | 16 | ||||||||
Renewal option | 9 years | ||||||||
Renewal Term, percentage of remaining useful life | 75.00% | ||||||||
Current monthly rent payments | $ 3,223,917 | ||||||||
Expected future monthly rent payments | $ 4,033,583 | ||||||||
Initial estimated useful life | 27 years | ||||||||
Operating lease, weighted average discount rate | 10.00% | ||||||||
Loss on impairment of leased property | $ 140,300,000 | ||||||||
Carrying value of leased property | $ 67,200,000 | ||||||||
Grand Isle Gathering System | Subsequent Event | |||||||||
Sale Leaseback Transaction [Line Items] | |||||||||
Initial lease term | 15 years | ||||||||
Lessor, cure period | 2 days | ||||||||
Pinedale LGS | |||||||||
Sale Leaseback Transaction [Line Items] | |||||||||
Initial lease term | 15 years | ||||||||
Length of offshore pipeline (in miles) | mi | 150 | ||||||||
Renewal option | 5 years | ||||||||
Number of storage facilities | facility | 4 | ||||||||
Current monthly rent payments | $ 1,844,748 | ||||||||
Initial estimated useful life | 26 years | ||||||||
Minimum | |||||||||
Sale Leaseback Transaction [Line Items] | |||||||||
Initial lease term | 11 years | ||||||||
Maximum | |||||||||
Sale Leaseback Transaction [Line Items] | |||||||||
Initial lease term | 15 years |
Leased Properties and Leases _2
Leased Properties and Leases - Significant Leases (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Pinedale LGS | |||
Operating Leased Assets [Line Items] | |||
Percentage of Leased Properties | 70.80% | 44.40% | |
Percentage of Lease Revenue | 35.30% | 39.10% | |
Variable rent | $ 28 | $ 1,100 | |
Grand Isle Gathering System | |||
Operating Leased Assets [Line Items] | |||
Percentage of Leased Properties | 28.70% | 55.30% | |
Percentage of Lease Revenue | 64.60% | 60.80% |
Leased Properties and Leases _3
Leased Properties and Leases - Amortization and Depreciation Expense (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Sale Leaseback Transaction [Line Items] | |||
Depreciation Expense | $ 844,000 | $ 843,000 | |
All Properties [Member] | |||
Sale Leaseback Transaction [Line Items] | |||
Depreciation Expense | 4,667,779 | 4,667,775 | |
Amortization Expense - Deferred Lease Costs | 22,983 | 22,983 | |
ARO Accretion Expense | 112,171 | 110,992 | |
Net Deferred Lease Costs | 664,753 | $ 687,736 | |
GIGS | |||
Sale Leaseback Transaction [Line Items] | |||
Depreciation Expense | 2,440,588 | 2,440,791 | |
Amortization Expense - Deferred Lease Costs | 7,641 | 7,641 | |
ARO Accretion Expense | 112,171 | 110,992 | |
Net Deferred Lease Costs | 191,114 | 198,755 | |
Pinedale | |||
Sale Leaseback Transaction [Line Items] | |||
Depreciation Expense | 2,217,360 | 2,217,360 | |
Amortization Expense - Deferred Lease Costs | 15,342 | 15,342 | |
Net Deferred Lease Costs | 473,639 | $ 488,981 | |
United Property Systems | |||
Sale Leaseback Transaction [Line Items] | |||
Depreciation Expense | $ 9,831 | $ 9,624 |
Transportation and Distributi_3
Transportation and Distribution Revenue - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 143 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Oct. 31, 2030 | Dec. 31, 2019 | |
Concentration Risk [Line Items] | ||||
Remaining performance obligation | $ 56,800 | |||
Contract asset balance | $ 45 | $ 206 | ||
Natural gas transportation contracts | Product and services | Revenue | ||||
Concentration Risk [Line Items] | ||||
Concentration percentage | 68.80% | 61.40% | ||
Natural gas distribution contracts | Product and services | Revenue | ||||
Concentration Risk [Line Items] | ||||
Concentration percentage | 23.20% | 34.80% | ||
Forecast | ||||
Concentration Risk [Line Items] | ||||
Recognized performance obligations quarterly | $ 138 |
Transportation and Distributi_4
Transportation and Distribution Revenue - Contract Assets and Liabilities (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Change In Contract With Customer, Liability [Roll Forward] | ||
Beginning Balance | $ 6,891,798 | |
Ending Balance | 6,711,170 | $ 6,891,798 |
Transportation and distribution revenue | ||
Change In Contract With Customer, Liability [Roll Forward] | ||
Beginning Balance | 6,850,790 | 6,522,354 |
Unrecognized Performance Obligations | 0 | 887,916 |
Recognized Performance Obligations | (160,368) | (559,480) |
Ending Balance | $ 6,690,422 | $ 6,850,790 |
Financing Notes Receivable (Det
Financing Notes Receivable (Details) - USD ($) $ in Thousands | Jun. 12, 2019 | May 22, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 12, 2018 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Financing receivable | $ 1,200 | $ 1,200 | $ 1,300 | ||
Financing receivable, term | 2 years | ||||
Monthly principal payments | $ 11 | ||||
Financing receivable, interest rate | 8.50% | ||||
Subsequent Event | |||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Financing receivable, interest rate | 12.00% |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Deferred Tax Assets: | ||
Deferred contract revenue | $ 1,494,179 | $ 1,529,473 |
Net operating loss carryforwards | 5,850,717 | 5,622,052 |
Accrued liabilities | 20,645 | 424,604 |
Capital loss carryforward | 92,418 | 104,595 |
Other | 6,184 | 6,184 |
Sub-total | 7,464,143 | 7,686,908 |
Valuation allowance | (92,418) | (104,595) |
Sub-total | 7,371,725 | 7,582,313 |
Deferred Tax Liabilities: | ||
Cost recovery of leased and fixed assets | (3,108,220) | (2,953,319) |
Other | (39,865) | (35,433) |
Sub-total | (3,148,085) | (2,988,752) |
Total net deferred tax asset | $ 4,223,640 | $ 4,593,561 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 3 Months Ended | |||
Mar. 31, 2020 | Mar. 31, 2019 | Mar. 27, 2020 | Dec. 31, 2019 | |
Operating Loss Carryforwards [Line Items] | ||||
Net operating losses eligible for carryback under the CARES Act | $ 1,200,000 | |||
Valuation allowance | $ 92,418 | $ 104,595 | ||
Federal statutory income tax rate | 21.00% | 21.00% | ||
Capital Loss Carryforward | ||||
Operating Loss Carryforwards [Line Items] | ||||
Carryforward for tax purposes | $ 440,000 | $ 500,000 |
Income Taxes - Income Tax Expen
Income Taxes - Income Tax Expense (Benefit) (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Application of statutory income tax rate | $ 1,744,493 | $ 905,893 |
State income taxes, net of federal tax expense | 34,509 | 516,026 |
Federal Tax Attributable to Income of Real Estate Investment Trust | (1,644,238) | (915,985) |
Other | (159,486) | (58,599) |
Income tax expense (benefit), net | $ (24,722) | $ 447,335 |
Income Taxes - Components of In
Income Taxes - Components of Income Tax Expense (Benefit) (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Current tax expense (benefit) | ||
Federal | $ (409,643) | $ 216,093 |
State (net of federal tax expense (benefit)) | 15,000 | 137,651 |
Total current tax expense (benefit) | (394,643) | 353,744 |
Deferred tax expense (benefit) | ||
Federal | 350,412 | (284,784) |
State (net of federal tax expense (benefit)) | 19,509 | 378,375 |
Total deferred tax expense | 369,921 | 93,591 |
Income tax expense (benefit), net | $ (24,722) | $ 447,335 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Property, Plant and Equipment [Line Items] | |||
Gross property and equipment | $ 126,174,536 | $ 126,160,287 | |
Less: accumulated depreciation | (20,148,744) | (19,304,610) | |
Net property and equipment | 106,025,792 | 106,855,677 | |
Depreciation expense | 844,000 | $ 843,000 | |
Land | |||
Property, Plant and Equipment [Line Items] | |||
Gross property and equipment | 605,070 | 605,070 | |
Natural gas pipeline | |||
Property, Plant and Equipment [Line Items] | |||
Gross property and equipment | 124,628,945 | 124,614,696 | |
Vehicles and trailers | |||
Property, Plant and Equipment [Line Items] | |||
Gross property and equipment | 671,962 | 671,962 | |
Office equipment and computers | |||
Property, Plant and Equipment [Line Items] | |||
Gross property and equipment | $ 268,559 | $ 268,559 |
Management Agreement (Details)
Management Agreement (Details) - USD ($) $ in Thousands | 3 Months Ended | ||||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Aug. 12, 2019 | Jun. 29, 2015 | |
Corridor Infra Trust Management | |||||
Management Agreement [Line Items] | |||||
Incentive fee | $ 171 | ||||
General and Administrative Expense | Corridor Infra Trust Management | |||||
Management Agreement [Line Items] | |||||
Fees incurred under Management Agreement | 1,600 | $ 1,800 | |||
Payments to administrator pursuant to Administrative Agreement | $ 64 | $ 68 | |||
5.875% Convertible Senior Notes | Convertible Debt | |||||
Management Agreement [Line Items] | |||||
Interest rate | 5.875% | 5.875% | 5.875% | ||
7.00% Convertible Senior Notes | Convertible Debt | |||||
Management Agreement [Line Items] | |||||
Interest rate | 7.00% | 7.00% | 7.00% |
Fair Value (Details)
Fair Value (Details) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 | Aug. 12, 2019 | Jun. 29, 2015 |
Convertible Debt | 7.00% Unsecured Convertible Senior Notes | ||||
Financial Liabilities: | ||||
Interest rate | 7.00% | 7.00% | 7.00% | |
Convertible Debt | 5.875% Unsecured Convertible Senior Notes | ||||
Financial Liabilities: | ||||
Interest rate | 5.875% | 5.875% | 5.875% | |
Carrying Amount | Level 1 | ||||
Financial Assets: | ||||
Cash and cash equivalents | $ 119,054,407 | $ 120,863,643 | ||
Carrying Amount | Level 1 | 7.00% Unsecured Convertible Senior Notes | ||||
Financial Liabilities: | ||||
Unsecured Convertible Senior Notes | 1,672,445 | 2,084,178 | ||
Carrying Amount | Level 2 | ||||
Financial Liabilities: | ||||
Secured credit facilities | 32,917,135 | 33,785,930 | ||
Carrying Amount | Level 2 | 5.875% Unsecured Convertible Senior Notes | ||||
Financial Liabilities: | ||||
Unsecured Convertible Senior Notes | 116,406,460 | 116,239,318 | ||
Carrying Amount | Level 3 | ||||
Financial Assets: | ||||
Financing notes receivable (Note 5) | 1,202,500 | 1,235,000 | ||
Fair Value | Level 1 | ||||
Financial Assets: | ||||
Cash and cash equivalents | 119,054,407 | 120,863,643 | ||
Fair Value | Level 1 | 7.00% Unsecured Convertible Senior Notes | ||||
Financial Liabilities: | ||||
Unsecured Convertible Senior Notes | 1,193,228 | 2,820,832 | ||
Fair Value | Level 2 | ||||
Financial Liabilities: | ||||
Secured credit facilities | 32,917,135 | 33,785,930 | ||
Fair Value | Level 2 | 5.875% Unsecured Convertible Senior Notes | ||||
Financial Liabilities: | ||||
Unsecured Convertible Senior Notes | 96,336,000 | 122,508,000 | ||
Fair Value | Level 3 | ||||
Financial Assets: | ||||
Financing notes receivable (Note 5) | $ 1,202,500 | $ 1,235,000 |
Debt - Schedule of Debt (Detail
Debt - Schedule of Debt (Details) - USD ($) | 3 Months Ended | |||||||
Mar. 31, 2020 | Jun. 25, 2020 | May 08, 2020 | Dec. 31, 2019 | Aug. 15, 2019 | Aug. 12, 2019 | Dec. 29, 2017 | Jun. 29, 2015 | |
Debt Instrument [Line Items] | ||||||||
Amount Outstanding | $ 154,738,000 | $ 156,036,000 | ||||||
Unamortized deferred financing costs | 144,865 | 158,070 | ||||||
Total Remaining Contractual Payments | 150,996,040 | 152,109,426 | ||||||
Debt due within one year | 5,200,445 | 5,612,178 | ||||||
7.00% Unsecured Convertible Senior Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Unamortized discount | 3,036 | 6,681 | ||||||
5.875% Unsecured Convertible Senior Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Unamortized discount | 3,138,562 | 3,284,542 | ||||||
Amended Pinedale Term Credit Facility | Pinedale LP | ||||||||
Debt Instrument [Line Items] | ||||||||
Total Commitment or Original Principal | $ 41,000,000 | |||||||
Interest Rate | 6.50% | |||||||
Unamortized deferred financing costs | $ 367,000 | |||||||
Line of Credit | Revolving Credit Facility | CorEnergy Revolver | ||||||||
Debt Instrument [Line Items] | ||||||||
Total Commitment or Original Principal | 160,000,000 | |||||||
Quarterly Principal Payments | 0 | |||||||
Amount Outstanding | $ 0 | $ 0 | ||||||
Effective Interest Rate | 3.74% | 4.51% | ||||||
Line of Credit | Revolving Credit Facility | MoGas Revolver | ||||||||
Debt Instrument [Line Items] | ||||||||
Total Commitment or Original Principal | $ 1,000,000 | |||||||
Quarterly Principal Payments | 0 | |||||||
Amount Outstanding | $ 0 | $ 0 | ||||||
Effective Interest Rate | 3.74% | 4.51% | ||||||
Line of Credit | Revolving Credit Facility | Omega Line of Credit | ||||||||
Debt Instrument [Line Items] | ||||||||
Total Commitment or Original Principal | $ 1,500,000 | |||||||
Quarterly Principal Payments | 0 | |||||||
Amount Outstanding | $ 0 | $ 0 | ||||||
Effective Interest Rate | 4.99% | 5.76% | ||||||
Secured Debt and Convertible Debt | ||||||||
Debt Instrument [Line Items] | ||||||||
Unamortized deferred financing costs | $ 600,362 | $ 635,351 | ||||||
Secured Debt | Term Loan | Amended Pinedale Term Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Total Commitment or Original Principal | 41,000,000 | |||||||
Quarterly Principal Payments | 882,000 | |||||||
Amount Outstanding | $ 33,062,000 | $ 33,944,000 | ||||||
Interest Rate | 6.50% | 6.50% | ||||||
Total Remaining Contractual Payments | $ 33,062,000 | |||||||
Secured Debt | Term Loan | Amended Pinedale Term Credit Facility | Subsequent Event | ||||||||
Debt Instrument [Line Items] | ||||||||
Amount Outstanding | $ 32,200,000 | |||||||
Interest Rate | 8.50% | |||||||
Convertible Debt | 7.00% Unsecured Convertible Senior Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Total Commitment or Original Principal | 115,000,000 | $ 63,900,000 | $ 115,000,000 | |||||
Quarterly Principal Payments | 0 | |||||||
Amount Outstanding | $ 1,676,000 | $ 2,092,000 | ||||||
Interest Rate | 7.00% | 7.00% | 7.00% | |||||
Convertible Debt | 5.875% Unsecured Convertible Senior Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Total Commitment or Original Principal | $ 120,000,000 | $ 120,000,000 | ||||||
Quarterly Principal Payments | 0 | |||||||
Amount Outstanding | $ 120,000,000 | $ 120,000,000 | ||||||
Interest Rate | 5.875% | 5.875% | 5.875% | |||||
Unamortized discount | $ 3,500,000 |
Debt - CorEnergy Credit Facilit
Debt - CorEnergy Credit Facility (Details) - USD ($) | Jul. 28, 2017 | Mar. 31, 2020 | Dec. 31, 2019 |
Line of Credit Facility [Line Items] | |||
Long term borrowings outstanding | $ 154,738,000 | $ 156,036,000 | |
Line of Credit | Amended And Restated CorEnergy Credit Facility | |||
Line of Credit Facility [Line Items] | |||
Face amount | $ 161,000,000 | ||
Debt term | 5 years | ||
Minimum balance to trigger default upon qualified event | 5,000,000 | ||
CorEnergy Revolver | Line of Credit | Amended And Restated CorEnergy Credit Facility | |||
Line of Credit Facility [Line Items] | |||
Face amount | $ 160,000,000 | ||
Available borrowing capacity | 50,000,000 | ||
MoGas Revolver | Line of Credit | Amended And Restated CorEnergy Credit Facility | |||
Line of Credit Facility [Line Items] | |||
Face amount | $ 1,000,000 | ||
Available borrowing capacity | 1,000,000 | ||
CorEnergy and MoGas Revolver | Line of Credit | Amended And Restated CorEnergy Credit Facility | |||
Line of Credit Facility [Line Items] | |||
Long term borrowings outstanding | $ 0 | ||
Minimum | LIBOR | Line of Credit | Amended And Restated CorEnergy Credit Facility | |||
Line of Credit Facility [Line Items] | |||
Basis spread on variable rate | 2.75% | ||
Maximum | LIBOR | Line of Credit | Amended And Restated CorEnergy Credit Facility | |||
Line of Credit Facility [Line Items] | |||
Basis spread on variable rate | 3.75% |
Debt - Amended Pinedale Term Cr
Debt - Amended Pinedale Term Credit Facility (Details) - USD ($) | Dec. 29, 2017 | Jun. 30, 2020 | May 08, 2020 | Mar. 31, 2020 | Dec. 31, 2019 |
Term Loan | Secured Debt | Amended Pinedale Term Credit Facility | |||||
Line of Credit Facility [Line Items] | |||||
Face amount | $ 41,000,000 | ||||
Interest rate | 6.50% | 6.50% | |||
Term Loan | Secured Debt | Amended Pinedale Term Credit Facility | Subsequent Event | |||||
Line of Credit Facility [Line Items] | |||||
Interest rate | 8.50% | ||||
Pinedale LP | Amended Pinedale Term Credit Facility | |||||
Line of Credit Facility [Line Items] | |||||
Debt term | 5 years | ||||
Face amount | $ 41,000,000 | ||||
Interest rate | 6.50% | ||||
Principal payments | $ 294,000 | ||||
Pinedale LGS | |||||
Line of Credit Facility [Line Items] | |||||
Net assets | $ 129,900,000 | ||||
Pinedale LGS | Forecast | Prudential | Disposal Group, Disposed of by Sale, Not Discontinued Operations | Subsequent Event | |||||
Line of Credit Facility [Line Items] | |||||
Disposal group, cash held | $ 3,000,000 |
Debt - Amortization of Deferred
Debt - Amortization of Deferred Financing Costs (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Line of Credit | CorEnergy Credit Facility | ||
Debt Instrument [Line Items] | ||
Total Deferred Debt Cost Amortization Expense | $ 1,600,000 | |
Interest Expense | Line of Credit | ||
Debt Instrument [Line Items] | ||
Total Deferred Debt Cost Amortization Expense | 156,840 | $ 156,841 |
Interest Expense | Line of Credit | CorEnergy Credit Facility | ||
Debt Instrument [Line Items] | ||
Total Deferred Debt Cost Amortization Expense | 143,635 | 143,636 |
Interest Expense | Secured Debt | Amended Pinedale Term Credit Facility | ||
Debt Instrument [Line Items] | ||
Total Deferred Debt Cost Amortization Expense | $ 13,205 | $ 13,205 |
Debt - CorEnergy Credit Facil_2
Debt - CorEnergy Credit Facilities/Amended Pinedale Term Credit Facility (Details) - USD ($) | Dec. 29, 2017 | Jul. 28, 2017 | Mar. 31, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | ||||
Unamortized deferred financing costs | $ 144,865 | $ 158,070 | ||
CorEnergy Credit Facility | Line of Credit | ||||
Debt Instrument [Line Items] | ||||
Unamortized deferred financing costs | $ 1,800,000 | 1,300,000 | ||
Deferred debt issuance amortization | 1,600,000 | |||
Amended And Restated CorEnergy Credit Facility | Line of Credit | ||||
Debt Instrument [Line Items] | ||||
Deferred debt issuance amortization | $ 2,900,000 | |||
Debt term | 5 years | |||
Pinedale LP | Amended Pinedale Term Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Unamortized deferred financing costs | $ 367,000 | |||
Deferred debt issuance amortization | $ 264,000 | |||
Debt term | 5 years |
Debt - Contractual Payments (De
Debt - Contractual Payments (Details) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | ||
Total Remaining Contractual Payments | $ 150,996,040 | $ 152,109,426 |
Secured Debt | Term Loan | Amended Pinedale Term Credit Facility | ||
Debt Instrument [Line Items] | ||
2020 | 2,646,000 | |
2021 | 3,528,000 | |
2022 | 26,888,000 | |
2023 | 0 | |
2024 | 0 | |
Thereafter | 0 | |
Total Remaining Contractual Payments | $ 33,062,000 |
Debt - Convertible Debt Informa
Debt - Convertible Debt Information (Details) | Jun. 12, 2020USD ($) | Apr. 29, 2020USD ($) | Aug. 15, 2019USD ($)shares | Aug. 12, 2019USD ($)$ / shares | Jan. 16, 2019USD ($)$ / sharesshares | Jun. 30, 2020USD ($) | Mar. 31, 2020USD ($)$ / sharesshares | Sep. 30, 2019USD ($) | Mar. 31, 2019USD ($) | Dec. 31, 2019USD ($)$ / shares | Apr. 30, 2020USD ($) | Jun. 29, 2015USD ($)$ / shares |
Debt Instrument [Line Items] | ||||||||||||
Capital stock non-convertible, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | ||||||||||
Gain (loss) on extinguishment of debt | $ 0 | $ (5,039,731) | ||||||||||
7.00% Convertible Senior Notes | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Unamortized discount | 3,036 | $ 6,681 | ||||||||||
5.875% Convertible Senior Notes | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Unamortized discount | 3,138,562 | $ 3,284,542 | ||||||||||
Convertible Debt | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Interest expense | 1,965,124 | 1,548,448 | ||||||||||
Convertible Debt | 7.00% Convertible Senior Notes | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Face amount | $ 63,900,000 | $ 115,000,000 | $ 115,000,000 | |||||||||
Interest rate | 7.00% | 7.00% | 7.00% | |||||||||
Conversion ratio | 0.0303030 | |||||||||||
Conversion price (in dollars per share) | $ / shares | $ 33 | |||||||||||
Amount converted | $ 43,800,000 | $ 416,000 | ||||||||||
Number of shares issued in conversion (in shares) | shares | 703,432 | 837,040 | 12,605 | |||||||||
Capital stock non-convertible, par value (in dollars per share) | $ / shares | $ 0.001 | |||||||||||
Repurchases of convertible debt | $ 60,200,000 | $ 19,800,000 | ||||||||||
Interest expense | 733,000 | 315,000 | $ 35,482 | 1,548,448 | ||||||||
Gain (loss) on extinguishment of debt | (5,000,000) | $ (28,900,000) | $ (34,000,000) | |||||||||
Discount amortization | 360,000 | 409,000 | 3,645 | 132,910 | ||||||||
Deferred debt issuance amortization | 24,000 | $ 27,000 | 622 | $ 8,681 | ||||||||
Debt conversion, exchanged instrument, amount | $ 93,200,000 | |||||||||||
Convertible debt outstanding | $ 1,700,000 | |||||||||||
Effective interest rate in percentage | 8.00% | 7.70% | ||||||||||
Convertible Debt | 7.00% Convertible Senior Notes | Subsequent Event | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Repurchases of convertible debt | $ 1,700,000 | |||||||||||
Interest expense | $ 59,000 | |||||||||||
Convertible Debt | 5.875% Convertible Senior Notes | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Face amount | $ 120,000,000 | $ 120,000,000 | ||||||||||
Interest rate | 5.875% | 5.875% | 5.875% | |||||||||
Conversion ratio | 0.0200000 | |||||||||||
Conversion price (in dollars per share) | $ / shares | $ 50 | |||||||||||
Interest expense | $ 1,929,642 | $ 0 | ||||||||||
Discount amortization | 145,980 | 0 | ||||||||||
Deferred debt issuance amortization | $ 21,162 | $ 0 | ||||||||||
Redemption price in percentage | 100.00% | |||||||||||
Unamortized discount | $ 3,500,000 | |||||||||||
Debt issuance costs, gross | $ 508,000 | |||||||||||
Effective interest rate in percentage | 6.40% | |||||||||||
Minimum balance to trigger default upon qualified event | $ 25,000,000 | |||||||||||
Convertible Debt | 5.875% Convertible Senior Notes | Subsequent Event | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Repurchases of convertible debt | $ 1,300,000 | |||||||||||
Interest expense | 24,000 | |||||||||||
Gain (loss) on extinguishment of debt | $ 576,000 | |||||||||||
Convertible debt outstanding | $ 118,100,000 | |||||||||||
Debt instrument, repurchased face amount | $ 2,000,000 |
Debt - Convertible Debt Interes
Debt - Convertible Debt Interest Expense (Details) - Convertible Debt - USD ($) | Aug. 15, 2019 | Jan. 16, 2019 | Mar. 31, 2020 | Mar. 31, 2019 |
Debt Instrument [Line Items] | ||||
Total Convertible Note Interest Expense | $ 1,965,124 | $ 1,548,448 | ||
7.00% Unsecured Convertible Senior Notes | ||||
Debt Instrument [Line Items] | ||||
Interest Expense | 31,215 | 1,406,857 | ||
Discount Amortization | $ 360,000 | $ 409,000 | 3,645 | 132,910 |
Deferred Debt Issuance Amortization | 24,000 | 27,000 | 622 | 8,681 |
Total Convertible Note Interest Expense | $ 733,000 | $ 315,000 | 35,482 | 1,548,448 |
5.875% Unsecured Convertible Senior Notes | ||||
Debt Instrument [Line Items] | ||||
Interest Expense | 1,762,500 | 0 | ||
Discount Amortization | 145,980 | 0 | ||
Deferred Debt Issuance Amortization | 21,162 | 0 | ||
Total Convertible Note Interest Expense | $ 1,929,642 | $ 0 |
Debt - Debt Covenant Considerat
Debt - Debt Covenant Considerations (Details) $ in Millions | Jun. 30, 2020USD ($) |
Disposal Group, Disposed of by Sale, Not Discontinued Operations | Subsequent Event | Pinedale LGS | Prudential | Forecast | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Disposal group, cash held | $ 3 |
Stockholder's Equity (Details)
Stockholder's Equity (Details) - USD ($) | Mar. 31, 2020 | Mar. 30, 2020 | Oct. 30, 2018 | Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Mar. 21, 2020 | Dec. 31, 2018 | Nov. 09, 2018 | Jun. 29, 2015 |
Class of Stock [Line Items] | ||||||||||
Repurchase of preferred stock | $ 161,997 | $ 60,550 | ||||||||
Common shares, issued (in shares) | 13,651,521 | 13,651,521 | 13,638,916 | |||||||
Common shares, outstanding (in shares | 13,651,521 | 13,651,521 | 13,638,916 | |||||||
Aggregate offering price | $ 600,000,000 | |||||||||
Series A Cumulative Redeemable Preferred Stock | ||||||||||
Class of Stock [Line Items] | ||||||||||
Preferred stock interest rate | 7.375% | 7.375% | ||||||||
Common Stock | ||||||||||
Class of Stock [Line Items] | ||||||||||
Authorized repurchase amount | $ 5,000,000 | |||||||||
Common shares, outstanding (in shares | 13,651,521 | 13,651,521 | 12,808,341 | 13,638,916 | 11,960,225 | |||||
Reinvestment of distributions to stockholders (in shares) | 11,076 | |||||||||
Depositary Shares | ||||||||||
Class of Stock [Line Items] | ||||||||||
Depository shares outstanding (in shares) | 5,010,814 | 5,010,814 | ||||||||
Shares repurchased (in shares) | 8,913 | |||||||||
Repurchase of preferred stock | $ 162,000 | |||||||||
Preferred Stock | ||||||||||
Class of Stock [Line Items] | ||||||||||
Depository shares outstanding (in shares) | 50,108 | 50,108 | ||||||||
Preferred Stock | Series A Cumulative Redeemable Preferred Stock | ||||||||||
Class of Stock [Line Items] | ||||||||||
Preferred stock interest rate | 7.375% | |||||||||
Dividend Reinvestment Plan | ||||||||||
Class of Stock [Line Items] | ||||||||||
Reinvestment of distributions to stockholders (in shares) | 22,003 | 1,000,000 | ||||||||
Remaining availability (in shares) | 977,997 | 977,997 | ||||||||
7.00% Convertible Senior Notes | Convertible Debt | ||||||||||
Class of Stock [Line Items] | ||||||||||
Interest rate | 7.00% | 7.00% | 7.00% | 7.00% |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) | 3 Months Ended | ||||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Aug. 12, 2019 | Jun. 29, 2015 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||||
Net Income (Loss) attributable to CorEnergy Stockholders | $ (162,042,368) | $ 3,866,441 | |||
Less: preferred dividend requirements | 2,260,793 | 2,314,128 | |||
Net Income (Loss) attributable to Common Stockholders | $ (164,303,161) | $ 1,552,313 | |||
Weighted average shares - basic (in shares) | 13,648,293 | 12,604,943 | |||
Basic earnings (loss) per share (in dollars per share) | $ (12.04) | $ 0.12 | |||
Net Income (loss) attributable to Common Stockholders (from above) | $ (164,303,161) | $ 1,552,313 | |||
Add: After tax effect of convertible interest | 0 | 0 | |||
Income (loss) attributable for dilutive securities | $ (164,303,161) | $ 1,552,313 | |||
Weighted average shares - diluted (in shares) | 13,648,293 | 12,604,943 | |||
Diluted (loss) earnings per share (in dollars per share) | $ (12.04) | $ 0.12 | |||
Convertible Debt | |||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||||
Common shares issued upon conversion (in shares) | 2,450,788 | 2,126,545 | |||
Convertible Debt | 7.00% Convertible Senior Notes | |||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||||
Interest rate | 7.00% | 7.00% | 7.00% | ||
Convertible Debt | 5.875% Convertible Senior Notes | |||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||||
Interest rate | 5.875% | 5.875% | 5.875% |
Subsequent Events (Details)
Subsequent Events (Details) - $ / shares | Apr. 27, 2020 | Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 |
Subsequent Event [Line Items] | ||||
Dividends declared per share (in dollars per share) | $ 0.750 | $ 0.750 | ||
Common Stock | Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Dividends declared per share (in dollars per share) | $ 0.05 | |||
Series A Cumulative Redeemable Preferred Stock | ||||
Subsequent Event [Line Items] | ||||
Coupon rate percentage | 7.375% | 7.375% | ||
Series A Cumulative Redeemable Preferred Stock | Depositary Shares | Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Depositary stock, dividends declared per share (in dollars per share) | $ 0.4609375 | |||
Series A Cumulative Redeemable Preferred Stock | Preferred Stock | ||||
Subsequent Event [Line Items] | ||||
Coupon rate percentage | 7.375% | |||
Series A Cumulative Redeemable Preferred Stock | Preferred Stock | Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Coupon rate percentage | 7.375% |