CORENERGY INFRASTRUCTURE TRUST, INC., 10-K filed on 2/28/2018
Annual Report
Document and Entity Information (USD $)
12 Months Ended
Dec. 31, 2017
Feb. 27, 2018
Jun. 30, 2017
Document and Entity Information [Abstract]
 
 
 
Entity Registrant Name
CorEnergy Infrastructure Trust, Inc. 
 
 
Entity Central Index Key
0001347652 
 
 
Document Type
10-K 
 
 
Document Period End Date
Dec. 31, 2017 
 
 
Amendment Flag
false 
 
 
Document Fiscal Year Focus
2017 
 
 
Document Fiscal Period Focus
Q4 
 
 
Current Fiscal Year End Date
--12-31 
 
 
Entity Filer Category
Accelerated Filer 
 
 
Entity Well-known Seasoned Issuer
No 
 
 
Entity Voluntary Filers
No 
 
 
Entity Current Reporting Status
Yes 
 
 
Entity Public Float
 
 
$ 396,879,929 
Entity Common Stock, Shares Outstanding
 
11,915,830 
 
Consolidated Balance Sheets (USD $)
Dec. 31, 2017
Dec. 31, 2016
Assets
 
 
Leased property, net of accumulated depreciation of $72,155,753 and $52,219,717
$ 465,956,467 
$ 489,258,369 
Property and equipment, net of accumulated depreciation of $12,643,636 and $9,292,712
113,158,872 
116,412,806 
Financing notes and related accrued interest receivable, net of reserve of $4,100,000 and$4,100,000
1,500,000 
1,500,000 
Other equity securities, at fair value
2,958,315 
9,287,209 
Cash and cash equivalents
15,787,069 
7,895,084 
Deferred rent receivable
22,060,787 
14,876,782 
Accounts and other receivables
3,786,036 
4,538,884 
Deferred costs, net of accumulated amortization of $623,764 and $2,261,151
3,504,916 
3,132,050 
Prepaid expenses and other assets
742,154 
354,230 
Deferred tax asset, net
2,244,629 
1,758,289 
Goodwill
1,718,868 
1,718,868 
Total Assets
633,418,113 
650,732,571 
Liabilities and Equity
 
 
Secured credit facilities, net of debt issuance costs of $254,646 and $212,592 (including $0 and $8,860,577 with related party)
40,745,354 
89,387,985 
Unsecured convertible senior notes, net of discount and debt issuance costs of $1,967,917 and $2,755,105
112,032,083 
111,244,895 
Asset retirement obligation
9,170,493 
11,882,943 
Accounts payable and other accrued liabilities
2,333,782 
2,416,283 
Management fees payable
1,748,426 
1,735,024 
Income tax liability
2,204,626 
Unearned revenue
3,397,717 
155,961 
Total Liabilities
171,632,481 
216,823,091 
Equity
 
 
Series A Cumulative Redeemable Preferred Stock 7.375%, $130,000,000 and $56,250,000 liquidation preference ($2,500 per share, $0.001 par value), 10,000,000 authorized; 52,000 and 22,500 issued and outstanding at December 31, 2017 and December 31, 2016, respectively
130,000,000 
56,250,000 
Capital stock, non-convertible, $0.001 par value; 11,915,830 and 11,886,216 shares issued and outstanding at December 31, 2017 and December 31, 2016 (100,000,000 shares authorized)
11,916 
11,886 
Additional paid-in capital
331,773,716 
350,217,746 
Accumulated other comprehensive loss
(11,196)
Total CorEnergy Equity
461,785,632 
406,468,436 
Non-controlling Interest
27,441,044 
Total Equity
461,785,632 
433,909,480 
Total Liabilities and Equity
$ 633,418,113 
$ 650,732,571 
Consolidated Balance Sheets (Parenthetical) (USD $)
12 Months Ended
Dec. 31, 2017
Dec. 31, 2016
Accumulated depreciation, leased property
$ 72,155,753 
$ 52,219,717 
Accumulated depreciation, property and equipment
12,643,636 
9,292,712 
Accumulated amortization, Deferred costs
623,764 
2,261,151 
Reserve for financing notes and related accrued interest receivable
4,100,000 
4,100,000 
Secured debt, related party
8,860,577 
Preferred stock, par value (in dollars per share)
$ 0.001 
 
Preferred stock, authorized (in shares)
10,000,000 
 
Capital stock non-convertible, par value (in dollars per share)
$ 0.001 
$ 0.001 
Capital stock non-convertible, shares issued (in shares)
11,915,830 
11,886,216 
Capital stock non-convertible, shares outstanding (in shares)
11,915,830 
11,886,216 
Capital stock non-convertible, shares authorized (in shares)
100,000,000 
100,000,000 
Series A Cumulative Redeemable Preferred Stock [Member]
 
 
Preferred stock interest rate
7.375% 
 
Preferred Stock, Liquidation Preference
130,000,000 
56,250,000 
Preferred Stock, Liquidation Preference (in dollars per share)
$ 2,500 
$ 2,500 
Preferred stock, par value (in dollars per share)
$ 0.001 
$ 0.001 
Preferred stock, authorized (in shares)
10,000,000 
10,000,000 
Preferred stock, issued (in shares)
52,000 
22,500 
Preferred stock, outstanding (in shares)
52,000 
22,500 
Convertible Debt [Member]
 
 
Net of discount and debt issuance costs
1,967,917 
2,755,105 
Deferred debt financing costs, net
241,000 
 
Secured Debt [Member]
 
 
Deferred debt financing costs, net
$ 254,646 
$ 212,592 
Consolidated Statements of Income and Comprehensive Income (USD $)
12 Months Ended
Dec. 31, 2017
Dec. 31, 2016
Dec. 31, 2015
Revenue
 
 
 
Lease revenue
$ 68,803,804 
$ 67,994,130 
$ 48,086,072 
Transportation and distribution revenue
19,945,573 
21,094,112 
14,345,269 
Financing revenue
162,344 
1,697,550 
Sales revenue
7,160,044 
Total Revenue
88,749,377 
89,250,586 
71,288,935 
Expenses
 
 
 
Transportation and distribution expenses
6,729,707 
6,463,348 
4,609,725 
Cost of Sales
2,819,212 
General and administrative
10,786,497 
12,270,380 
9,745,704 
Depreciation, amortization and ARO accretion expense
24,047,710 
22,522,871 
18,766,551 
Provision for loan loss and disposition
5,000,000 
13,800,000 
Total Expenses
41,563,914 
46,271,065 
49,725,329 
Operating Income
47,185,463 
42,979,521 
21,563,606 
Other Income (Expense)
 
 
 
Net distributions and dividend income
680,091 
1,140,824 
1,270,755 
Net realized and unrealized gain (loss) on other equity securities
1,531,827 
824,482 
(1,063,613)
Interest expense
(12,378,514)
(14,417,839)
(9,781,184)
Loss on extinguishment of debt
(336,933)
Total Other Expense
(10,503,529)
(12,452,533)
(9,574,042)
Income before income taxes
36,681,934 
30,526,988 
11,989,564 
Taxes
 
 
 
Current tax expense (benefit)
2,831,658 
(313,107)
922,010 
Deferred tax benefit
(486,340)
(151,313)
(2,869,563)
Income tax expense (benefit), net
2,345,318 
(464,420)
(1,947,553)
Net Income
34,336,616 
30,991,408 
13,937,117 
Less: Net Income attributable to non-controlling interest
1,733,826 
1,328,208 
1,617,206 
Net Income attributable to CorEnergy Stockholders
32,602,790 
29,663,200 
12,319,911 
Preferred dividend requirements
7,953,988 
4,148,437 
3,848,828 
Net Income attributable to Common Stockholders
24,648,802 
25,514,763 
8,471,083 
Other comprehensive income (loss):
 
 
 
Changes in fair value of qualifying hedges / AOCI attributable to CorEnergy stockholders
11,196 
(201,993)
(262,505)
Changes in fair value of qualifying hedges / AOCI attributable to non-controlling interest
2,617 
(47,226)
(61,375)
Net Change in Other Comprehensive Income (Loss)
13,813 
(249,219)
(323,880)
Total Comprehensive Income
34,350,429 
30,742,189 
13,613,237 
Less: Comprehensive income attributable to non-controlling interest
1,736,443 
1,280,982 
1,555,831 
Comprehensive Income attributable to CorEnergy Stockholders
$ 32,613,986 
$ 29,461,207 
$ 12,057,406 
Earnings Per Common Share:
 
 
 
Basic (in dollars per share)
$ 2.07 
$ 2.14 
$ 0.79 
Diluted (in dollars per share)
$ 2.07 
$ 2.14 
$ 0.79 
Weighted Average Shares of Common Stock Outstanding:
 
 
 
Basic (in shares)
11,900,516 
11,901,985 
10,685,892 
Diluted (in shares)
11,900,516 
11,901,985 
10,685,892 
Dividends declared per share (in dollars per share)
$ 3.000 
$ 3.000 
$ 2.750 
Consolidated Statements of Equity (USD $)
Total
Capital Stock [Member]
Preferred Stock [Member]
Additional Paid-in Capital [Member]
Accumulated Other Comprehensive Income (Loss) [Member]
Retained Earnings [Member]
Non-Controlling Interest [Member]
Series A Cumulative Redeemable Preferred Stock [Member]
Series A Cumulative Redeemable Preferred Stock [Member]
Preferred Stock [Member]
Series A Cumulative Redeemable Preferred Stock [Member]
Additional Paid-in Capital [Member]
Beginning balance at Dec. 31, 2014
$ 337,541,042 
$ 9,321 
$ 0 
$ 309,987,724 
$ 453,302 
$ 0 
$ 27,090,695 
 
 
 
Beginning balance, (in shares) at Dec. 31, 2014
 
9,321,010 
 
 
 
 
 
 
 
 
Increase (Decrease) in Stockholders' Equity [Roll Forward]
 
 
 
 
 
 
 
 
 
 
Net income
13,937,117 
 
 
 
 
12,319,911 
1,617,206 
 
 
 
Net Change in Other Comprehensive Income (Loss)
(323,880)
 
 
 
(262,505)
 
(61,375)
 
 
 
Total Comprehensive Income
13,613,237 
 
 
 
(262,505)
12,319,911 
1,555,831 
 
 
 
Issuance of shares during period, (in shares)
 
2,587,500 
 
 
 
 
 
 
 
 
Issuance of shares during period
73,257,364 
2,587 
 
73,254,777 
 
 
 
54,210,476 
56,250,000 
(2,039,524)
Series A preferred stock dividends
(3,503,125)
 
 
 
 
(3,503,125)
 
 
 
 
Common stock dividends
(29,346,139)
 
 
(20,529,353)
 
(8,816,786)
 
 
 
 
Common stock issued under director's compensation plan (in shares)
 
2,677 
 
 
 
 
 
 
 
 
Common stock issued under director's compensation plan
90,000 
 
89,997 
 
 
 
 
 
 
Distributions to Non-controlling interest
(2,486,464)
 
 
 
 
 
(2,486,464)
 
 
 
Reinvestment of dividends paid to common stockholders (in shares)
 
28,510 
 
 
 
 
 
 
 
 
Reinvestment of dividends paid to common stockholders
817,915 
29 
 
817,886 
 
 
 
 
 
 
Ending balance at Dec. 31, 2015
444,194,306 
11,940 
56,250,000 
361,581,507 
190,797 
26,160,062 
 
 
 
Ending balance, (in shares) at Dec. 31, 2015
 
11,939,697 
 
 
 
 
 
 
 
 
Increase (Decrease) in Stockholders' Equity [Roll Forward]
 
 
 
 
 
 
 
 
 
 
Net income
30,991,408 
 
 
 
 
29,663,200 
1,328,208 
 
 
 
Net Change in Other Comprehensive Income (Loss)
(249,219)
 
 
 
(201,993)
 
(47,226)
 
 
 
Total Comprehensive Income
30,742,189 
 
 
 
(201,993)
29,663,200 
1,280,982 
 
 
 
Repurchase of common stock (in shares)
 
(90,613)
 
 
 
 
 
 
 
 
Repurchase of common stock
(2,041,851)
(91)
 
(2,041,760)
 
 
 
 
 
 
Series A preferred stock dividends
(4,148,437)
 
 
 
 
(4,148,437)
 
 
 
 
Common stock dividends
(35,712,616)
 
 
(10,197,853)
 
(25,514,763)
 
 
 
 
Common stock issued under director's compensation plan (in shares)
 
2,551 
 
 
 
 
 
 
 
 
Common stock issued under director's compensation plan
60,000 
 
59,998 
 
 
 
 
 
 
Reinvestment of dividends paid to common stockholders (in shares)
 
34,581 
 
 
 
 
 
 
 
 
Reinvestment of dividends paid to common stockholders
815,889 
35 
 
815,854 
 
 
 
 
 
 
Ending balance at Dec. 31, 2016
433,909,480 
11,886 
56,250,000 
350,217,746 
(11,196)
27,441,044 
 
 
 
Ending balance, (in shares) at Dec. 31, 2016
11,886,216 
11,886,216 
 
 
 
 
 
 
 
 
Increase (Decrease) in Stockholders' Equity [Roll Forward]
 
 
 
 
 
 
 
 
 
 
Net income
34,336,616 
 
 
 
 
32,602,790 
1,733,826 
 
 
 
Net Change in Other Comprehensive Income (Loss)
13,813 
 
 
 
11,196 
 
2,617 
 
 
 
Total Comprehensive Income
34,350,429 
 
 
 
11,196 
32,602,790 
1,736,443 
 
 
 
Issuance of shares during period
 
 
 
 
 
 
 
71,161,531 
73,750,000 
(2,588,469)
Series A preferred stock dividends
(8,227,734)
 
 
(727,001)
 
(7,500,733)
 
 
 
 
Common stock dividends
(35,694,200)
 
 
(10,592,143)
 
(25,102,057)
 
 
 
 
Common stock issued under director's compensation plan (in shares)
 
1,979 
 
 
 
 
 
 
 
 
Common stock issued under director's compensation plan
67,500 
 
67,498 
 
 
 
 
 
 
Distributions to Non-controlling interest
(1,833,650)
 
 
 
 
 
(1,833,650)
 
 
 
Purchase of Non-controlling interest
(32,910,032)
 
 
(5,566,195)
 
 
(27,343,837)
 
 
 
Reinvestment of dividends paid to common stockholders (in shares)
 
27,635 
 
 
 
 
 
 
 
 
Reinvestment of dividends paid to common stockholders
962,308 
28 
 
962,280 
 
 
 
 
 
 
Ending balance at Dec. 31, 2017
$ 461,785,632 
$ 11,916 
$ 130,000,000 
$ 331,773,716 
$ 0 
$ 0 
$ 0 
 
 
 
Ending balance, (in shares) at Dec. 31, 2017
11,915,830 
11,915,830 
 
 
 
 
 
 
 
 
Consolidated Statements of Equity (Parenthetical) (Series A Cumulative Redeemable Preferred Stock [Member])
12 Months Ended
Dec. 31, 2017
Series A Cumulative Redeemable Preferred Stock [Member]
 
Preferred stock interest rate
7.375% 
Consolidated Statements of Cash Flow (USD $)
12 Months Ended
Dec. 31, 2017
Dec. 31, 2016
Dec. 31, 2015
Operating Activities
 
 
 
Net Income
$ 34,336,616 
$ 30,991,408 
$ 13,937,117 
Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Deferred income tax, net
(486,340)
(151,313)
(2,869,563)
Depreciation, amortization and ARO accretion
25,708,891 
24,548,350 
20,662,297 
Provision for loan loss
5,000,000 
13,800,000 
Loss on extinguishment of debt
336,933 
Non-cash settlement of accounts payable
(221,609)
Loss on sale of equipment
4,203 
Gain on repurchase of convertible debt
(71,702)
Net distributions and dividend income, including recharacterization of income
148,649 
(117,004)
(371,323)
Net realized and unrealized (gain) loss on other equity securities
(1,531,827)
(781,153)
1,063,613 
Unrealized gain on derivative contract
(75,591)
(70,333)
Settlement of derivative contract
(95,319)
Common stock issued under directors compensation plan
67,500 
60,000 
90,000 
Changes in assets and liabilities:
 
 
 
Increase in deferred rent receivables
(7,184,005)
(8,360,036)
(5,016,950)
Decrease (increase) in accounts and other receivables
752,848 
(174,390)
2,743,858 
Decrease (increase) in financing note accrued interest receivable
95,114 
(355,208)
(Increase) decrease in prepaid expenses and other assets
(16,717)
329,735 
(37,462)
Increase (decrease) in management fee payable
13,402 
(28,723)
599,348 
Decrease in accounts payable and other accrued liabilities
(225,961)
(231,151)
(847,683)
Increase in income tax liability
2,204,626 
Increase (decrease) in unearned revenue
2,884,362 
155,961 
(711,230)
Net cash provided by operating activities
56,791,571 
51,108,652 
42,600,618 
Investing Activities
 
 
 
Proceeds from sale of other equity securities
7,591,166 
Proceeds from assets and liabilities held for sale
644,934 
7,678,246 
Deferred lease costs
(336,141)
Acquisition expenditures
(251,513,344)
Purchases of property and equipment, net
(116,595)
(191,926)
(138,918)
Proceeds from asset foreclosure and sale
223,451 
Increase in financing notes receivable
(202,000)
(524,037)
Principal payment on financing note receivable
100,000 
Return of capital on distributions received
120,906 
4,631 
121,578 
Net cash provided by (used in) investing activities
7,595,477 
479,090 
(244,612,616)
Financing Activities
 
 
 
Debt financing costs
(1,462,741)
(193,000)
(1,617,991)
Net offering proceeds on Series A preferred stock
71,161,531 
54,210,476 
Net offering proceeds on common stock
73,184,679 
Net offering proceeds on convertible debt
111,262,500 
Repurchases of common stock
(2,041,851)
Repurchases of convertible debt
(899,960)
Dividends paid on Series A preferred stock
(8,227,734)
(4,148,437)
(3,503,125)
Dividends paid on common stock
(34,731,892)
(34,896,727)
(28,528,224)
Distributions to non-controlling interest
(1,833,650)
(2,486,464)
Advances on revolving line of credit
10,000,000 
44,000,000 
45,392,332 
Payments on revolving line of credit
(54,000,000)
(77,533,609)
Proceeds from term debt
41,000,000 
45,000,000 
Principal payments on secured credit facilities
(45,600,577)
(60,131,423)
(6,328,000)
Purchase of non-controlling interest
(32,800,000)
Net cash (used in) provided by financing activities
(56,495,063)
(58,311,398)
209,052,574 
Net Change in Cash and Cash Equivalents
7,891,985 
(6,723,656)
7,040,576 
Cash and Cash Equivalents at beginning of period
7,895,084 
14,618,740 
7,578,164 
Cash and Cash Equivalents at end of period
15,787,069 
7,895,084 
14,618,740 
Supplemental Disclosure of Cash Flow Information
 
 
 
Interest paid
10,780,150 
12,900,901 
7,873,333 
Income taxes paid (net of refunds)
199,772 
37,736 
747,406 
Non-Cash Investing Activities
 
 
 
Investment in other equity securities
(1,161,034)
Change in accounts and other receivables
(450,000)
Change in accounts payable and accrued expenses related to acquisition expenditures
(614,880)
Change in accounts payable and accrued expenses related to issuance of financing and other notes receivable
(39,248)
Net change in Assets Held for Sale, Property and equipment, Prepaid expenses and other assets, Accounts payable and other accrued liabilities and Liabilities held for sale
(1,776,549)
Non-Cash Financing Activities
 
 
 
Change in accounts payable and accrued expenses related to the issuance of common equity
(72,685)
Change in accounts payable and accrued expenses related to debt financing costs
255,037 
(43,039)
Reinvestment of distributions by common stockholders in additional common shares
$ 962,308 
$ 815,889 
$ 817,915 
Introduction and Basis of Presentation
INTRODUCTION AND BASIS OF PRESENTATION
INTRODUCTION AND BASIS OF PRESENTATION
Introduction
CorEnergy Infrastructure Trust, Inc. and its subsidiaries (referred to as "CorEnergy" or "the Company"), were organized as a Maryland corporation and commenced operations on December 8, 2005. The Company's common shares are listed on the New York Stock Exchange ("NYSE") under the symbol "CORR" and its depositary shares representing Series A Preferred Stock are listed on the NYSE under the symbol "CORR PrA".
The Company is primarily focused on acquiring and financing real estate assets within the U.S. energy infrastructure sector and concurrently entering into long-term triple-net participating leases with energy companies. The Company also may provide other types of capital, including loans secured by energy infrastructure assets. Targeted assets include pipelines, storage tanks, transmission lines, and gathering systems, among others. These sale-leaseback or real property mortgage transactions provide the energy company with a source of capital that is an alternative to other sources such as corporate borrowing, bond offerings, or equity offerings. Many of the Company's leases contain participation features in the financial performance or value of the underlying infrastructure real property asset. The triple-net lease structure requires that the tenant pay all operating expenses of the business conducted by the tenant, including real estate taxes, insurance, utilities, and expenses of maintaining the asset in good working order. CorEnergy considers its investments in these energy infrastructure assets to be a single business segment and reports them accordingly in its financial statements.
Basis of Presentation
The accompanying consolidated financial statements include CorEnergy accounts and the accounts of its wholly-owned subsidiaries and have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") set forth in the Accounting Standards Codification ("ASC"), as published by the Financial Accounting Standards Board ("FASB"), and with the Securities and Exchange Commission ("SEC") instructions to Form 10-K. The accompanying consolidated financial statements reflect all adjustments that are, in the opinion of management, necessary for a fair presentation of the Company's financial position, results of operations and cash flows for the periods presented. There were no adjustments that, in the opinion of management, were not of a normal and recurring nature. All intercompany transactions and balances have been eliminated in consolidation, and the net earnings are reduced by the portion of net earnings attributable to non-controlling interests.
Significant Accounting Policies
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES
A. Use of Estimates – The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
B. Leased Property – The Company includes assets subject to lease arrangements within leased property, net of accumulated depreciation, in the Consolidated Balance Sheets. Lease payments received are reflected in lease revenue on the Consolidated Statements of Income, net of amortization of any off-market adjustments. Costs in connection with the creation and execution of a lease are capitalized and amortized over the lease term. See Note 3 ("Leased Properties And Leases") for further discussion.
C. Property and Equipment – Property and equipment are stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful life of the asset. Expenditures for repairs and maintenance are charged to operations as incurred, and improvements, which extend the useful lives of assets, are capitalized and depreciated over the remaining estimated useful life of the asset. The Company initially records long-lived assets at their purchase price plus any direct acquisition costs, unless the transaction is accounted for as a business combination, in which case the acquisition costs are expensed as incurred. If the transaction is accounted for as a business combination, the Company allocates the purchase price to the acquired tangible and intangible assets and liabilities based on their estimated fair values.
D. Long-Lived Asset Impairment – The Company's long-lived assets consist primarily of a subsea midstream pipeline system, liquids gathering system, petroleum products terminal and natural gas pipelines that have been obtained through asset acquisitions and a business combination. Management continually monitors its business, the business environment and performance of its operations to determine if an event has occurred that indicates that the carrying value of a long-lived asset may be impaired. When a triggering event occurs, which is a determination that involves judgment, management utilizes cash flow projections to assess its ability to recover the carrying value of its assets based on the Company's long-lived assets' ability to generate future cash flows on an undiscounted basis. This differs from the evaluation of goodwill, for which the recoverability assessment utilizes fair value estimates that include discounted cash flows in the estimation process and accordingly any goodwill impairment recognized may not be indicative of a similar impairment of the related underlying long-lived assets.
Management's projected cash flows of long-lived assets are generally based on contractual cash flows relating to existing leases that extend many years into the future. If those cash flow projections indicate that the long-lived asset's carrying value is not recoverable, management records an impairment charge for the excess of carrying value of the asset over its fair value. The estimate of fair value considers a number of factors, including the potential value that would be received if the asset were sold, discount rates and projected cash flows. Due to the imprecise nature of these projections and assumptions, actual results can differ from management's estimates. There were no impairments of long-lived assets recorded during the years ended December 31, 2017, 2016 or 2015.
E. Financing Notes Receivable – Financing notes receivable are presented at face value plus accrued interest receivable and deferred loan origination costs and net of related direct loan origination income. Each quarter the Company reviews its financing notes receivable to determine if the balances are realizable based on factors affecting the collectability of those balances. Factors may include credit quality, timeliness of required periodic payments, past due status and management discussions with obligors. The Company evaluates the collectability of both interest and principal of each of its loans to determine if an allowance is needed. An allowance will be recorded when based on current information and events, the Company determines it is probable that it will be unable to collect all amounts due according to the existing contractual terms. If the Company does determine an allowance is necessary, the amount deemed uncollectable is expensed in the period of determination. An insignificant delay or shortfall in the amount of payments does not necessarily result in the recording of an allowance. Generally, when interest and/or principal payments on a loan become past due, or if the Company does not otherwise expect the borrower to be able to service its debt and other obligations, the Company will place the loan on non-accrual status and will generally cease recognizing financing revenue on that loan until all principal and interest have been brought current. Interest income recognition is resumed if and when the previously reserved-for financing notes become contractually current and performance has been demonstrated. Payments received subsequent to the recording of an allowance will be recorded as a reduction to principal. During the years ended December 31, 2017, 2016 and 2015, the Company recorded provisions for loan losses of approximately $0, $5.0 million and $13.8 million, respectively. The Company's financing notes receivable are discussed more fully in Note 4 ("Financing Notes Receivable").
F. Investment Securities – The Company's investments in securities are classified as other equity securities and represent interests in private companies which the Company has elected to report at fair value under the fair value option. These investments generally are subject to restrictions on resale, have no established trading market and are valued on a quarterly basis. Because of the inherent uncertainty of valuation, the fair values of such investments, which are determined in accordance with procedures approved by the Company's Board of Directors, may differ materially from the values that would have been used had a ready market existed for the investments.
The Company determines fair value to be the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company has determined the principal market, or the market in which the Company exits its private portfolio investments with the greatest volume and level of activity, to be the private secondary market. Typically, private companies are bought and sold based on multiples of EBITDA, cash flows, net income, revenues, or in limited cases, book value.
For private company investments, value is often realized through a liquidity event. Therefore, the value of the company as a whole (enterprise value) at the reporting date often provides the best evidence of the value of the investment and is the initial step for valuing the Company's privately issued securities. For any one company, enterprise value may best be expressed as a range of fair values, from which a single estimate of fair value will be derived. In determining the enterprise value of a portfolio company, an analysis is prepared consisting of traditional valuation methodologies including market and income approaches. The Company considers some or all of the traditional valuation methods based on the individual circumstances of the portfolio company in order to derive its estimate of enterprise value.
The fair value of investments in private portfolio companies is determined based on various factors, including enterprise value, observable market transactions, such as recent offers to purchase a company, recent transactions involving the purchase or sale of the equity securities of the company, or other liquidation events. The determined equity values may be discounted when the Company has a minority position, or is subject to restrictions on resale, has specific concerns about the receptivity of the capital markets to a specific company at a certain time, or other comparable factors exist.
The Company undertakes a multi-step valuation process each quarter in connection with determining the fair value of private investments. It has retained an independent valuation firm to provide third party valuation consulting services based on procedures that the Company has identified and may ask them to perform from time to time on all or a selection of private investments as determined by the Company. The multi-step valuation process is specific to the level of assurance that the Company requests from the independent valuation firm. For positive assurance, the process is as follows:
The independent valuation firm prepares the valuations and the supporting analysis.
The valuation report is reviewed and approved by senior management.
The Audit Committee of the Board of Directors reviews the supporting analysis and accepts the valuations.
G. Fair Value Measurements – FASB ASC 820, Fair Value Measurements and Disclosure ("ASC 820"), defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. Various inputs are used in determining the fair value of the Company's assets and liabilities. These inputs are summarized in the three broad levels listed below:
Level 1 - quoted prices in active markets for identical investments
Level 2 - other significant observable inputs (including quoted prices for similar investments, market corroborated inputs, etc.)
Level 3 - significant unobservable inputs (including the Company's own assumptions in determining the fair value of investments)
See Note 10 ("Fair Value") for further discussion of the Company's fair value measurements.
H. Cash and Cash Equivalents – The Company maintains cash balances at financial institutions in amounts that regularly exceed FDIC insured limits. The Company's cash equivalents are comprised of short-term, liquid money market instruments.
I. Accounts and other receivables – Accounts receivable are presented at face value net of an allowance for doubtful accounts within accounts and other receivables on the balance sheet. Accounts are considered past due based on the terms of sale with the customers. The Company reviews accounts for collectability based on an analysis of specific outstanding receivables, current economic conditions and past collection experience. For the years ended December 31, 2017 and 2016, the Company determined that an allowance for doubtful accounts was not necessary.
J. Deferred rent receivables – Lease receivables are determined according to the terms of the lease agreements entered into by the Company and its lessees, as discussed within Note 3 ("Leased Properties And Leases"). Lease receivables primarily represent timing differences between straight-line revenue recognition and contractual lease receipts. As of December 31, 2017, lease payments by the Company's tenants have remained timely and without lapse.
K. Goodwill – Goodwill represents the excess of the amount paid for the MoGas business over the fair value of the net identifiable assets acquired. To comply with ASC 350, Intangibles - Goodwill and Other ("ASC 350"), the Company performs an impairment test for goodwill annually, or more frequently in the event that a triggering event has occurred. December 31st is the Company's annual testing date associated with its MoGas reporting unit.
In January 2017, the FASB issued ASU 2017-04, "Simplifying the Test for Goodwill Impairment" ("ASU 2017-04"), which simplifies how an entity is required to test goodwill for impairment by eliminating step two from the goodwill impairment test. Under the amendments in ASU 2017-04, an entity should recognize an impairment charge for the amount by which the carrying amount of a reporting unit exceeds its fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. The standard is effective for annual or interim tests performed in fiscal years beginning after December 15, 2019. Early adoption is permitted for goodwill impairment tests performed on testing dates after January 1, 2017. Effective January 1, 2017, the Company elected to early adopt this standard.
In accordance with ASC 350, a company may elect to perform a qualitative assessment to determine whether the quantitative impairment test is required. If the company elects to perform a qualitative assessment, the quantitative impairment test is required only if the conclusion is that it is more likely than not that the reporting unit's fair value is less than its carrying amount. If a company bypasses the qualitative assessment, the quantitative goodwill impairment test should be followed in step one.
Step one compares the fair value of the reporting unit to its carrying value to identify and measure any potential impairment. The reporting unit fair value is based upon consideration of various valuation methodologies, one of which is projecting future cash flows discounted at rates commensurate with the risks involved ("Discounted Cash Flow" or "DCF"). Assumptions used in a DCF require the exercise of significant judgment, including judgment about appropriate discount rates and terminal values, growth rates and the amount and timing of expected future cash flows. Forecasted cash flows require management to make judgments and assumptions, including estimates of future volumes and rates. Declines in volumes or rates from those forecasted, or other changes in assumptions, may result in a change in management's estimate and result in an impairment.
The Company elected to perform a qualitative goodwill impairment assessment for the year ended December 31, 2017. In performing the qualitative assessment, the Company analyzed the key drivers and other external factors that impact the business in order to determine if any significant events, transactions or other factors had occurred or are expected to occur that would impair earnings or competitiveness, therefore impairing the fair value of the MoGas reporting unit. After assessing the totality of events and circumstances, it was determined that it was not more likely than not that the fair value of the MoGas reporting unit was less than the carrying value, and so it was not necessary to perform the quantitative step one valuation. Key drivers that were considered in the qualitative evaluation of the MoGas reporting unit included: general economic conditions, continued recovery of the energy markets, natural gas pricing, input costs, liquidity and capital resources and customer outlook. Additionally, the Company considered the quantitative impairment analysis performed for the prior year test as of December 31, 2016, including potential updates to key valuation assumptions, in determining that it was not more likely than not that goodwill was impaired for the current year assessment.
L. Debt Discount and Debt Issuance Costs – Costs incurred for the issuance of new debt are capitalized and amortized into interest expense over the debt term. Issuance costs related to long-term debt are recorded as a direct deduction from the carrying amount of that debt liability, net of accumulated amortization. Issuance costs related to line-of-credit arrangements however, are presented as an asset instead of a direct deduction from the carrying amount of the debt. See Note 11 ("Debt") for further discussion. In accordance with ASC 470, Debt ("ASC 470"), the Company recorded its Convertible Senior Notes at the aggregate principal amount, less discount. The Company is amortizing the debt discount over the life of the convertible notes as additional non-cash interest expense utilizing the effective interest method. Refer to Note 11 ("Debt") for additional information.
M. Asset Retirement Obligations – The Company follows ASC 410-20, Asset Retirement Obligations, which requires that an asset retirement obligation ("ARO") associated with the retirement of a long-lived asset be recognized as a liability in the period in which it is incurred and becomes determinable, with an offsetting increase in the carrying amount of the associated asset. The Company recognized an existing ARO in conjunction with the acquisition of the GIGS in June 2015.
The Company measures changes in the ARO liability due to passage of time by applying an interest method of allocation to the amount of the liability at the beginning of the period. The increase in the carrying amount of the liability is recognized as an expense classified as an operating item in the statement of income, hereinafter referred to as ARO accretion expense. The Company periodically reassesses the timing and amount of cash flows anticipated associated with the ARO and adjusts the fair value of the liability accordingly under the guidance in ASC 410-20.
The fair value of the obligation at the acquisition date was capitalized as part of the carrying amount of the related long-lived assets and is being depreciated over the asset's remaining useful life. The useful lives of most pipeline gathering systems are primarily derived from available supply resources and ultimate consumption of those resources by end users. Adjustments to the ARO resulting from reassessments of the timing and amount of cash flows will result in changes to the retirement costs capitalized as part of the carrying amount of the asset.
Refer to Note 12 ("Asset Retirement Obligation") for additional information.
N. Revenue Recognition – Specific recognition policies for the Company's revenue items are as follows:
Lease revenue – Base rent related to the Company's leased property is recognized on a straight-line basis over the term of the lease when collectability is reasonably assured. Participating rent is recognized when it is earned, based on the achievement of specified performance criteria. Rental payments received in advance are classified as unearned revenue and included as a liability within the Consolidated Balance Sheets. Unearned revenue is amortized ratably over the lease period as revenue recognition criteria are met. Rental payments received in arrears are accrued and classified as deferred rent receivable and included in assets within the Consolidated Balance Sheets.
Transportation and distribution revenue – This represents revenue related to natural gas transportation, distribution and supply. Transportation revenues are recognized by MoGas on firm contracted capacity over the contract period regardless of whether the contracted capacity is used. For interruptible or volumetric based transportation, revenue is recognized when physical deliveries of natural gas are made at the delivery point agreed upon by both parties. Distribution revenue is recognized by Omega based on agreed upon contractual terms over each annual period during the terms of the contract. Beginning February 1, 2016, due to changes that commenced under a new contract with the Department of Defense ("DOD"), gas sales and cost of gas sales are presented on a net basis in the transportation and distribution revenue line.
Omega is also paid fees for the operation and maintenance of its natural gas distribution system, including any necessary expansion of the distribution system. Omega is responsible for the coordination, supervision, and quality of the expansions while actual construction is generally performed by third party contractors. Revenues from expansion efforts are recognized using either a completed contract, percentage of completion, or cost-plus method based on the level and volume of estimates utilized, as well as the certainty or uncertainty of the Company's ability to collect those revenues. Under the new DOD contract, the annual contracted amount for pipeline maintenance is invoiced monthly by Omega on a straight-line basis. Amounts invoiced in excess of earned revenue are classified as unearned revenue or earned revenues exceeding amounts invoiced are classified as prepaid expenses and other assets, within the Consolidated Balance Sheets.
Financing revenue – Historically, financing notes receivable have been considered a core product offering and therefore the related income is presented as a component of operating income. For increasing rate loans, base interest income is recorded ratably over the life of the loan, using the effective interest rate. The net amount of deferred loan origination income and costs are amortized on a straight-line basis over the life of the loan and reported as an adjustment to yield in financing revenue. Participating financing revenues are recorded when specific performance criteria have been met.
O. Transportation and distribution expense Included here are both MoGas' costs of operating and maintaining the natural gas transmission line and Omega's costs of operating and maintaining the natural gas distribution system, including any necessary expansion of the distribution system. These costs are incurred both internally and externally. The internal costs relate to system control, pipeline operations, maintenance, insurance and taxes. Other internal costs include payroll for employees associated with gas control, field employees and management. The external costs consist of professional services such as audit and accounting, legal and regulatory and engineering.
Historically, Omega's amounts paid for gas and propane delivered to customers were presented as cost of sales. Beginning February 1, 2016, under a new contract with the Department of Defense, amounts paid by Omega for gas and propane are netted against sales and are presented in the transportation and distribution revenue line. See paragraph (N) above.
P. Other Income Recognition Specific policies for the Company's other income items are as follows:
Net distributions and dividend income from investments – Distributions and dividends from investments are recorded on their ex-dates and are reflected as other income within the accompanying Consolidated Statements of Income. Distributions received from the Company's investments are generally characterized as ordinary income, capital gains and distributions received from investment securities. The portion characterized as return of capital is paid by the Company's investees from their cash flow from operations. The Company records investment income, capital gains and distributions received from investment securities based on estimates made at the time such distributions are received. Such estimates are based on information available from each company and other industry sources. These estimates may subsequently be revised based on information received from the entities after their tax reporting periods are concluded, as the actual character of these distributions is not known until after the fiscal year end of the Company.
Net realized and unrealized gain (loss) from investments – Securities transactions are accounted for on the date the securities are purchased or sold. Realized gains and losses are reported on an identified cost basis. The Company records investment income and return of capital based on estimates made at the time such distributions are received. Such estimates are based on information available from the portfolio company and other industry sources. These estimates may subsequently be revised based on information received from the portfolio company after their tax reporting periods are concluded, as the actual character of these distributions are not known until after the Company's fiscal year end.
Q. Asset Acquisition Expenses – Costs incurred in connection with the research of real property acquisitions not accounted for as business combinations are expensed until it is determined that the acquisition of the real property is probable. Upon such determination, costs incurred in connection with the acquisition of the property are capitalized as described in paragraph (C) above. Deferred costs related to an acquisition that the Company has determined, based on management's judgment, not to pursue are expensed in the period in which such determination is made. Costs incurred in connection with a business combination are expensed as incurred.
R. Offering Costs – Offering costs related to the issuance of common or preferred stock are charged to additional paid-in capital when the stock is issued.
S. Derivative Instruments and Hedging Activities – The Company has used forward swap contracts primarily to reduce exposure to changes in interest rates on a portion of its variable-rate debt and to provide a cash flow hedge. In accordance with FASB ASC 815, Derivatives and Hedging ("ASC 815"), these derivative contracts have been recorded on the balance sheet at fair value. Historically, these derivative instruments have been designated as hedges for accounting purposes. The measurement of the cash flow hedge ineffectiveness has historically been recognized in earnings, when applicable. The effective portion of the gain or loss on qualifying swaps has been reported in accumulated other comprehensive income ("AOCI"), in accordance with ASC 815. For swaps de-designated as cash flow hedges, changes in fair value of the swaps have been fully recognized in earnings. See Note 13 ("Interest Rate Hedge Swaps") for further discussion.
T. Earnings Per Share – Basic earnings per share ("EPS") is computed using the weighted average number of common shares outstanding during the period. Diluted EPS is computed using the weighted average number of common and dilutive common equivalent shares outstanding during the period except for periods of net loss for which no common share equivalents are included because their effect would be anti-dilutive. Dilutive common equivalent shares consist of shares issuable upon conversion of the Convertible Notes calculated using the if-converted method.
U. Federal and State Income Taxation – In 2013 the Company qualified for REIT status, and in March 2014 elected (effective as of January 1, 2013), to be treated as a REIT for federal income tax purposes. Because certain of its assets may not produce REIT-qualifying income or be treated as interests in real property, those assets are held in wholly-owned TRSs in order to limit the potential that such assets and income could prevent the Company from qualifying as a REIT.
As a REIT, the Company holds and operates certain of its assets through one or more wholly-owned TRSs. The Company's use of TRSs enables it to continue to engage in certain businesses while complying with REIT qualification requirements and also allows it to retain income generated by these businesses for reinvestment without the requirement of distributing those earnings. In the future, the Company may elect to reorganize and transfer certain assets or operations from its TRSs to the Company or other subsidiaries, including qualified REIT subsidiaries.
The Company's trading securities and other equity securities are limited partnerships or limited liability companies which are treated as partnerships for federal and state income tax purposes. As a limited partner, the Company reports its allocable share of taxable income in computing its own taxable income. To the extent held by a TRS, the TRS's tax expense or benefit is included in the Consolidated Statements of Income based on the component of income or gains and losses to which such expense or benefit relates. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A valuation allowance is recognized if, based on the weight of available evidence, it is more likely than not that some portion or all of the deferred income tax asset will not be realized. It is expected that for the year ended December 31, 2017, and future periods, any deferred tax liability or asset generated will be related entirely to the assets and activities of the Company's TRSs.
If the Company ceased to qualify as a REIT, the Company, as a C corporation, would be obligated to pay federal and state income tax on its taxable income.
V. Recent Accounting Pronouncements – In May 2014, the FASB issued ASU No. 2014-09 "Revenue from Contracts with Customers" ("ASU 2014-09"), which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The standard was originally effective for interim and annual periods beginning after December 15, 2016. On July 9, 2015, the FASB approved a one-year deferral of the effective date making the standard effective for interim and annual periods beginning after December 15, 2017. During adoption, the standard permits the use of either a full retrospective or modified retrospective transition method. The Company has selected to use the modified retrospective transition method. As part of its assessment work, the Company formed an implementation team, completed training on the new revenue recognition model and completed a review of its contracts. The Company has substantially completed its evaluation of the impact that this standard will have on its consolidated financial statements and disclosures, as well as its processes and internal controls. A substantial portion of the Company's revenue consists of rental income from leasing arrangements, which is not impacted by the new standard as it is specifically excluded from ASU 2014-09. However, on January 1, 2018 the Company expects to record a transition adjustment which will decrease the beginning balance of retained earnings and establish a contract liability of approximately $3.3 million under the modified retrospective transition method. The transition adjustment relates to a step-down in rates associated with a long-term contract with a customer at MoGas, which requires the transaction price to be allocated ratably over the contractual performance obligation under the new guidance.
In January 2016, the FASB issued ASU 2016-01 "Financial Instruments — Overall: Recognition and Measurement of Financial Assets and Financial Liabilities," which will require entities to measure their investments at fair value and recognize any changes in fair value in net income unless the investments qualify for the new practicability exception. The practicability exception will be available for equity investments that do not have readily determinable fair values. The guidance is effective for fiscal years beginning after December 15, 2017. The adoption of this new standard will not have a material impact on the Company's consolidated financial statements as its investments are currently recorded at fair value.
In February 2016, the FASB issued ASU 2016-02 "Leases" ("ASU 2016-02"), which amends the existing accounting standards for lease accounting, including requiring lessees to recognize most leases on their balance sheets and making targeted changes to lessor accounting. ASU 2016-02 is effective for fiscal years and interim periods beginning after December 15, 2018, with early adoption permitted. At adoption, the standard will be applied using a modified retrospective approach. Management is in the process of evaluating the impact of the standard on its consolidated financial statements and related disclosures.
In June 2016, the FASB issued ASU 2016-13 "Financial Instruments - Credit Losses" ("ASU 2016-13"), which introduces an approach based on expected losses to estimate credit losses on certain types of financial instruments. The new model, referred to as the current expected credit losses ("CECL model"), will apply to financial assets subject to credit losses and measured at amortized cost and certain off-balance sheet credit exposures. ASU 2016-13 is effective for fiscal years beginning after December 15, 2019, including interim periods within that fiscal year. Early application of the guidance will be permitted for all entities for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Management is currently evaluating the impact that adopting the new standard will have on the Company's consolidated financial statements but believes that, unless the Company acquires any additional financing receivables, the impact would not be material.
In August 2016, the FASB issued ASU 2016-15, "Statement of Cash Flows: Classification of Certain Cash Receipts and Cash Payments". This new standard will make eight targeted changes to how cash receipts and cash payments are presented and classified in the statement of cash flows. The new standard is effective for fiscal years beginning after December 15, 2017 and will require adoption on a retrospective basis unless it is impracticable to apply, in which case the Company would be required to apply the amendments prospectively as of the earliest date practicable. Management has evaluated the impact of the new standard and does not expect that its adoption will have a material impact.
In January 2017, the FASB issued ASU 2017-01, "Clarifying the Definition of a Business," which clarifies the definition of "a business" to assist entities with evaluating whether transactions should be accounted for as acquisitions or disposals of assets or businesses. The standard introduces a screen for determining when assets acquired are not a business and clarifies that a business must include, at a minimum, an input and a substantive process that contribute to an output to be considered a business. This standard is effective for fiscal years beginning after December 15, 2017, including interim periods within that reporting period. Early adoption is allowed for transactions where the acquisition (or subsidiary deconsolidation) occurs before the effective date of the amendments and the transaction has not been previously reported in the financial statements. Management has evaluated the impact of the new standard and does not expect that its adoption will have a material impact.
Leased Properties and Leases
LEASED PROPERTIES AND LEASES
LEASED PROPERTIES AND LEASES
As of December 31, 2017, the Company had three significant leased properties located in Oregon, Wyoming, Louisiana and the Gulf of Mexico, which are leased on a triple-net basis to major tenants, described in the table below. These major tenants are responsible for the payment of all taxes, maintenance, repairs, insurance and other operating expenses relating to the leased properties. The long-term, triple-net leases generally have an initial term of 11 to 15 years with options for renewals. Lease payments are scheduled to increase at varying intervals during the initial terms of the leases. The following table summarizes the significant leased properties, major tenants and lease terms:
Summary of Leased Properties, Major Tenants and Lease Terms
Property
Grand Isle Gathering System
Pinedale LGS(1)
Portland Terminal Facility
Location
Gulf of Mexico/Louisiana
Pinedale, WY
Portland, OR
Tenant
Energy XXI GIGS Services, LLC
Ultra Wyoming LGS, LLC
Zenith Energy Terminals Holdings LLC
Asset Description
Approximately 153 miles of offshore pipeline with total capacity of 120 thousand Bbls/d, including a 16-acre onshore terminal and saltwater disposal system.
Approximately 150 miles of pipelines and four central storage facilities.
A 39-acre rail and marine facility property adjacent to the Willamette River with 84 tanks and total storage capacity of approximately 1.5 million barrels.
Date Acquired
June 2015
December 2012
January 2014
Initial Lease Term
11 years
15 years
15 years(3)
Renewal Option
Equal to the lesser of 9-years or 75 percent of the remaining useful life
5-year terms
5-year terms
Current Monthly Rent Payments
7/1/16 - 6/30/17: $2,826,250
7/1/17 - 6/30/18: $2,854,667
$1,741,933(2)
$513,355
Estimated Useful Life
27 years
26 years
30 years
(1) Non-Controlling Interest Partner, Prudential, funded a portion of the original Pinedale LGS acquisition and, as a limited partner, held 18.95 percent of the economic interest in Pinedale LP. Pinedale LP I, a wholly-owned subsidiary of the Company, acquired Prudential's 18.95 percent economic interest on December 29, 2017. Pinedale GP, a wholly-owned subsidiary of the Company, holds the remaining 81.05 percent economic interest.
(2) Monthly rent payments increased to $1,776,772 beginning January 1, 2018.
(3) The lessee of the Portland Terminal Facility has a purchase option beginning in February 2017, which it can exercise with 90-days notice, as well as lease termination options on the fifth and tenth anniversaries of the lease. If exercised, the purchase option and termination options are subject to additional payment provisions and termination fees prescribed under the lease.

The future contracted minimum rental receipts for all leases as of December 31, 2017, are as follows:
Future Minimum Lease Receipts (1)
Year Ending December 31,
Amount
2018
$
61,828,029

2019
64,103,462

2020
71,264,921

2021
77,445,396

2022
76,553,434

Thereafter
302,242,184

Total
$
653,437,426

(1) Future minimum lease receipts include base rents for the Portland Terminal Facility through its initial 15-year term.

The table below displays the Company's individually significant leases as a percentage of total leased properties and total lease revenues for the periods presented:
 
As a Percentage of (1)
 
Leased Properties
 
Lease Revenues
 
As of December 31,
 
For the Years Ended December 31,
 
2017
 
2016
 
2017
 
2016
 
2015
Pinedale LGS
39.9
%
 
39.8
%
 
31.2
%
 
30.4
%
 
42.9
%
Grand Isle Gathering System
49.7
%
 
50.0
%
 
59.1
%
 
59.8
%
 
42.3
%
Portland Terminal Facility
10.1
%
 
9.9
%
 
9.6
%
 
9.7
%
 
13.3
%
(1) Insignificant leases are not presented; thus percentages may not sum to 100%.

The following table reflects the depreciation and amortization included in the accompanying Consolidated Statements of Income associated with the Company's leases and leased properties:
 
For the Years Ended December 31,
 
2017
 
2016
 
2015
Depreciation Expense
 
 
 
 
 
GIGS
$
9,754,596

 
$
8,605,506

 
$
4,317,769

Pinedale
8,869,440

 
8,869,440

 
8,869,440

Portland Terminal Facility
1,275,660

 
843,084

 
1,235,369

Eastern Interconnect Project

 

 
569,670

United Property Systems
36,298

 
32,424

 
29,700

Total Depreciation Expense
$
19,935,994

 
$
18,350,454

 
$
15,021,948

Amortization Expense - Deferred Lease Costs
 
 
 
 
 
GIGS
$
30,564

 
$
30,564

 
$
15,130

Pinedale
61,368

 
61,368

 
61,368

Total Amortization Expense - Deferred Lease Costs
$
91,932

 
$
91,932

 
$
76,498

ARO Accretion Expense
 
 
 
 
 
GIGS
$
663,065

 
$
726,664

 
$
339,042

Total ARO Accretion Expense
$
663,065

 
$
726,664

 
$
339,042


The following table reflects the deferred costs that are included in the accompanying Consolidated Balance Sheets associated with the Company's leased properties:
 
December 31, 2017
 
December 31, 2016
Net Deferred Lease Costs
 
 
 
GIGS
$
259,883

 
$
290,447

Pinedale
611,717

 
673,085

Total Deferred Lease Costs, net
$
871,600

 
$
963,532


Tenant Information
Substantially all of the lease tenants' financial results are driven by exploiting naturally occurring oil and natural gas hydrocarbon deposits beneath the Earth's surface. As a result, the tenants' financial results are highly dependent on the performance of the oil and natural gas industry, which is highly competitive and subject to volatility. During the terms of the leases, management monitors credit quality of its tenants by reviewing their published credit ratings, if available, reviewing publicly available financial statements, or reviewing financial or other operating statements, monitoring news reports regarding the tenants and their respective businesses and monitoring the timeliness of lease payments and the performance of other financial covenants under their leases.
Ultra Petroleum
On March 14, 2017, the bankruptcy court issued an order confirming its plan of reorganization and on April 12, 2017, UPL emerged from bankruptcy. UPL is currently subject to the reporting requirements under the Exchange Act and is required to file with the SEC annual reports containing audited financial statements and quarterly reports containing unaudited financial statements. Its SEC filings can be found at www.sec.gov. Following emergence from bankruptcy, Ultra Petroleum Corp. stock is trading on the NASDAQ under the symbol UPL. The Company makes no representation as to the accuracy or completeness of the audited and unaudited financial statements of UPL but has no reason to doubt the accuracy or completeness of such information. In addition, UPL has no duty, contractual or otherwise, to advise the Company of any events that might have occurred subsequent to the date of such financial statements which could affect the significance or accuracy of such information. None of the information in the public reports of UPL that are filed with the SEC is incorporated by reference into, or in any way form, a part of this filing.
EXXI
EXXI is currently subject to the reporting requirements of the Exchange Act and is required to file with the SEC annual reports containing audited financial statements and quarterly reports containing unaudited financial statements. Its SEC filings can be found at www.sec.gov. Its stock is currently trading on the NASDAQ under the symbol EXXI. The Company makes no representation as to the accuracy or completeness of the audited and unaudited financial statements of EXXI but has no reason to doubt the accuracy or completeness of such information. In addition, EXXI has no duty, contractual or otherwise, to advise the Company of any events that might have occurred subsequent to the date of such financial statements which could affect the significance or accuracy of such information. None of the information in the public reports of EXXI that are filed with the SEC is incorporated by reference into, or in any way form, a part of this filing.
Zenith
On December 21, 2017, the parent company of our tenant at the Portland Terminal Facility, Arc Logistics, closed on its previously announced merger agreement, whereby it was acquired by Zenith Energy U.S., LP. ("Zenith"). In its earlier proxy filing associated with the merger, Arc Logistics described a number of different actions available to it under the Portland Lease Agreement, which include (i) continuing with the current terminal lease, (ii) exercising its buy-out option on the terminal or (iii) terminating the lease at its fifth anniversary, subject to the termination provisions in the lease. The proxy suggested that Arc Logistics had not yet decided which of those plans of action it may select, and it remains unclear whether the merger will have any impact on whether, or when, any of the options would be exercised. In January 2018, the Company entered into an amendment with Zenith Terminals which extended the notice period for the fifth anniversary termination option for an additional six months, from February 1, 2018 to August 1, 2018. The Company has not received notice with respect to either a buy-out or termination option election and, to date, the terminal lease continues to operate in the same manner as prior to the merger.
Pinedale LGS Acquisition
On December 29, 2017, Pinedale LP I, a wholly-owned subsidiary of the Company, purchased Prudential's 18.95 percent non-controlling equity interest in Pinedale LP for considerations of approximately $32.9 million (including $0.1 million of contingent consideration). The carrying value of Prudential's non-controlling interest at the transaction date was $27.3 million. As the transaction resulted in an increase in the Company's interest in Pinedale LP, but not a change in control, the purchase was accounted for as an equity transaction. The difference between the fair value of the purchase consideration and the carrying value of the non-controlling interest of $5.6 million was recognized in additional paid-in-capital and attributable to the Company. Upon closing the transaction, the Company indirectly owns 100 percent of Pinedale LP through it's wholly-owned subsidiaries Pinedale GP and Pinedale LP I. Concurrently with the equity purchase, Pinedale LP entered into the Amended Pinedale Term Credit Facility with Prudential as lender, which provided a 5-year $41.0 million term loan facility at a fixed rate of 6.50 percent. For additional details related to the Amended Pinedale Term Credit Facility refer to Note 11 ("Debt").
Lease of Property Held for Sale
Public Service Company of New Mexico ("PNM")
On November 1, 2012, the Company entered into a definitive Purchase Agreement with PNM to sell the Company's 40 percent undivided interest in the EIP upon termination of the PNM Lease Agreement on April 1, 2015, for $7.7 million. The EIP leased asset held for sale was leased on a triple-net basis through April 1, 2015, (the "PNM Lease Agreement") to PNM, an independent electric utility company serving approximately 500 thousand customers (unaudited) in New Mexico. PNM is a subsidiary of PNM Resources Inc. (NYSE: PNM).
At the time of acquisition, the lease payments under the PNM Lease Agreement were determined to be above market rates for similar leased assets and the Company recorded an intangible asset of $1.1 million for this premium which was amortized as a reduction to lease revenue over the lease term. Annual amortization of the intangible lease asset totaling $73 thousand for the year ended December 31, 2015 is reflected in the accompanying Consolidated Statements of Income as a reduction to lease revenue. This same amount is included in Amortization expense in the accompanying Consolidated Statements of Cash Flows.
Financing Notes Receivable
FINANCING NOTES RECEIVABLE
FINANCING NOTES RECEIVABLE
Four Wood Financing Note Receivable
On December 31, 2014, a subsidiary of the Company, Four Wood Corridor, LLC ("Four Wood Corridor"), entered into a Loan Agreement with SWD Enterprises, LLC ("SWD Enterprises"), a wholly-owned subsidiary of Four Wood Energy, pursuant to which Four Wood Corridor made a loan to SWD Enterprises for $4.0 million (the "REIT Loan"). Concurrently, the Company's TRS, Corridor Private entered into a TRS Loan Agreement with SWD Enterprises, pursuant to which Corridor Private made a loan to SWD Enterprises for $1.0 million (the "TRS Loan"). The proceeds of the REIT Loan and the TRS Loan were used by SWD Enterprises and its affiliates to finance the acquisition of real and personal property that provides saltwater disposal services for the oil and natural gas industry, and to pay related expenses. For the REIT Loan from Four Wood Corridor, interest initially accrued on the outstanding principal at an annual base rate of 12 percent. For the TRS Loan from Corridor Private, interest initially accrued on the outstanding principal at an annual base rate of 13 percent. The base rates of both loans were to increase by 2 percent of the current base rate per year. The Loans are secured by the real property and equipment held by SWD Enterprises and the outstanding equity in SWD Enterprises and its affiliates. The Loans are also guaranteed by all affiliates of SWD Enterprises.
As a result of the decreased economic activity by SWD, the Company recorded a provision for loan loss with respect to the SWD Loans. The Consolidated Statement of Income for the year ended December 31, 2016 reflects a Provision for Loan Loss of $3.5 million, which includes $71 thousand of deferred origination income and $98 thousand of interest accrued under the original loan agreements. The loans were placed on non-accrual status during the first quarter of 2016. The balance of the loans has been valued based on the enterprise value of SWD Enterprises, the collateral value supporting the loans, at $1.5 million as of December 31, 2017.
Black Bison Financing Notes
On March 13, 2014, the Company's wholly-owned subsidiary, Corridor Bison, entered into a Loan Agreement with Black Bison Water Services, LLC ("Black Bison WS"). Black Bison WS's initial loan draw in the amount of $4.3 million was used to acquire real property in Wyoming and to pay loan transaction expenses. Corridor Bison agreed to loan Black Bison WS up to $11.5 million (the "Black Bison WS Loan") to finance the acquisition and development of real property to provide water sourcing, water disposal, or water treating and recycling services for the oil and natural gas industry.
On July 23, 2014, the Company increased its secured financing to Black Bison WS from $11.5 million to $15.3 million. The Company executed an amendment to the Black Bison WS Loan Agreement to increase the loan to $12.0 million, and entered into an additional loan for $3.3 million from a taxable REIT subsidiary of the Company, CorEnergy BBWS, on substantially the same terms (the "TRS Loan" and, together with the Black Bison WS Loan, as amended, the "Black Bison Loans"). The purpose of the increase in the secured financing was to fund the acquisition and development of real property and related equipment to provide water sourcing, water disposal, or water treating and recycling services for the oil and natural gas industry. There were no other material changes to the terms of the loan agreement. In connection with the Amendment and the TRS Loan, the Company fully funded the remainder of the $15.3 million capacity of the combined Black Bison Loans. Interest initially accrued on the outstanding principal amount of both Black Bison Loans at an annual base rate of 12 percent, which base rate was to increase by 2 percent of the current base rate per year. In addition, starting in April 2015 and continuing for each month thereafter, the outstanding principal of the Black Bison Loans was set to bear variable interest calculated as a function of the increase in volume of water treated by Black Bison WS during the particular month. The base interest plus variable interest, was payable monthly, and capped at 19 percent per annum. The Black Bison Loans were set to mature on March 31, 2024, and were set to amortize by quarterly payments beginning on March 31, 2015. The Loans were secured by the real property and equipment held by Black Bison WS and the outstanding equity in Black Bison WS and its affiliates. The Black Bison Loans were also guaranteed by all affiliates of Black Bison WS and further secured by all assets of those guarantors.
Due to reduced drilling activity in the Black Bison area of operations, Black Bison WS requested, and the Company granted, certain temporary forbearance waivers in June 2015 and August 2015 that had the effect of excusing the borrower from full performance under the terms of the Black Bison Loans while such waivers were in effect. None of the granted forbearance agreements were deemed to be concessions. As a result of the continued inability of the borrower to perform under the terms of these loans, even as temporarily modified by the waivers, effective December 31, 2015 the Company recorded a provision for loan loss with respect to the Black Bison Loans of $13.8 million, which included $14 thousand in deferred origination income, net of deferred origination costs, and $355 thousand of accrued interest.
On February 29, 2016, the Company foreclosed on 100 percent of the equity of BB Intermediate, the borrower of the Black Bison financing notes, as well as all of the other collateral securing the Black Bison Loans. The foreclosure was accepted in satisfaction of the $2.0 million total outstanding loan balance. On June 16, 2016, the Company entered into an asset sale agreement with Expedition Water Solutions for the sale of specified disposal wells and related equipment as outlined in the sale agreement. Consideration received by the company included $748 thousand cash, net of fees, and the future right to royalty payments, which was recorded at its fair value of $450 thousand. The rights to future cash payments are tied to the future volumes of water disposed of in each of the wells sold. The Company did not record any financing revenue related to the Black Bison Loans for the year ended December 31, 2016 or any subsequent period. These notes were considered by the Company to be on non-accrual status and were reflected as such in the financial statements. For the year ended December 31, 2016, the Company recorded $832 thousand in provision for loan losses related to the Black Bison Loans.
Variable Interest Entities
VARIABLE INTEREST ENTITIES
VARIABLE INTEREST ENTITIES
The FASB issued ASU 2015-02, "Consolidations (Topic 810) - Amendments to the Consolidation Analysis" ("ASU 2015-02"), which amended previous consolidation guidance, including introducing a separate consolidation analysis specific to limited partnerships and other similar entities. Under this analysis, limited partnerships and other similar entities are considered a variable interest entity ("VIE") unless the limited partners hold substantive kick-out rights or participating rights. Management determined that Pinedale LP and Grand Isle Corridor LP are VIEs under the amended guidance because the limited partners of both partnerships lack both substantive kick-out rights and participating rights. As such, management evaluated the qualitative criteria under FASB ASC Topic 810 - Consolidation in conjunction with ASU 2015-02 to make a determination whether these partnerships should be consolidated on the Company's financial statements. ASC Topic 810-10 requires the primary beneficiary of a variable interest entity's activities to consolidate the VIE. The primary beneficiary is identified as the enterprise that has a) the power to direct the activities of the VIE that most significantly impact the entity's economic performance and b) the obligation to absorb losses of the entity that could potentially be significant to the VIE or the right to receive benefits from the entity that could potentially be significant to the VIE. The standard requires an ongoing analysis to determine whether the variable interest gives rise to a controlling financial interest in the VIE. Based on the general partners' roles and rights as afforded by the partnership agreements and its exposure to losses and benefits of each of the partnerships through its significant limited partner interests, management determined that CorEnergy is the primary beneficiary of both Pinedale LP and Grand Isle Corridor LP. Based upon that evaluation, the consolidated financial statements presented include full consolidation with respect to both of the partnerships.
Income Taxes
INCOME TAXES
INCOME TAXES
Deferred income taxes reflect the net tax effect of temporary differences between the carrying amount of assets and liabilities for financial reporting and tax purposes. Components of the Company's deferred tax assets and liabilities as of December 31, 2017 and 2016, are as follows:
Deferred Tax Assets and Liabilities
 
December 31, 2017
 
December 31, 2016
Deferred Tax Assets:
 
 
 
Net operating loss carryforwards
$
957,719

 
$
1,144,818

Net unrealized loss on investment securities

 
61,430

Cost recovery of leased and fixed assets

 
739,502

Loan Loss Provision
247,814

 
608,086

Basis reduction of investment in partnerships
261,549

 

Other loss carryforwards
2,965,321

 
3,187,181

Sub-total
$
4,432,403

 
$
5,741,017

Deferred Tax Liabilities:
 
 
 
Basis reduction of investment in partnerships
$

 
$
(2,158,746
)
Net unrealized gain on investment securities
(342,669
)
 

Cost recovery of leased and fixed assets
(1,845,105
)
 
(1,823,982
)
Sub-total
$
(2,187,774
)
 
$
(3,982,728
)
Total net deferred tax asset
$
2,244,629

 
$
1,758,289


As of December 31, 2017, the total deferred tax assets and liabilities presented above relate to the Company's TRSs. The Company recognizes the tax benefits of uncertain tax positions only when the position is "more likely than not" to be sustained upon examination by the tax authorities based on the technical merits of the tax position. The Company's policy is to record interest and penalties on uncertain tax positions as part of tax expense. Tax years subsequent to the year ended December 31, 2013, remain open to examination by federal and state tax authorities.
The Tax Cuts and Jobs Act (the "2017 Tax Act") was enacted on December 22, 2017. The 2017 Tax Act reduces the US federal corporate tax rate from 35 percent to 21 percent. The 2017 Tax Act also repealed the alternative minimum tax for corporations. At December 31, 2017, the Company has completed its provisional accounting for the tax effects of enactment of the 2017 Tax Act. Due to the timing and complexities of the new legislation, the SEC has issued Staff Accounting Bulletin 118, which allows for the recognition of provisional amounts during a measurement period similar to the measurement period used when accounting for business combinations. The Company has remeasured deferred tax assets and liabilities based on the updated rates at which they are expected to reverse in the future, in the table above, which resulted in a $1.3 million transition adjustment that reduced net deferred tax assets. The Company will continue to assess the impact of the new tax legislation, as well as any future regulations and updates, and will record any additional impacts as identified during the measurement period, if necessary.
Total income tax expense (benefit) differs from the amount computed by applying the federal statutory income tax rate of 35 percent, for the years ended December 31, 2017, 2016 and 2015, to income or loss from operations and other income and expense for the years presented, as follows:
Income Tax Expense (Benefit)
 
For the Years Ended December 31,
 
2017
 
2016
 
2015
Application of statutory income tax rate
$
12,231,838

 
$
10,219,573

 
$
3,630,325

State income taxes, net of federal tax benefit
352,708

 
26,215

 
(134,597
)
Income of Real Estate Investment Trust not subject to tax
(11,975,853
)
 
(10,663,371
)
 
(5,189,849
)
Tax reform impact
1,262,444

 

 

Other
474,181

 
(46,837
)
 
(253,432
)
Total income tax expense (benefit)
$
2,345,318

 
$
(464,420
)
 
$
(1,947,553
)

Total income taxes are computed by applying the federal statutory rate of 35 percent plus a blended state income tax rate. Corridor Public Holdings, Inc. and Corridor Private Holdings, Inc. had a blended state rate of approximately 3.78 percent, 3.78 percent and 2.82 percent for the years ended December 31, 2017, 2016 and 2015, respectively. CorEnergy BBWS, Inc. does not record a provision for state income taxes because it operates only in Wyoming, which does not have state income tax. Because Mowood Corridor, Inc. and Corridor MoGas, Inc. primarily only operate in the state of Missouri, a blended state income tax rate of 5 percent was used for the operations of both TRSs for the years ended December 31, 2017, 2016 and 2015. For the years ended December 31, 2017, 2016 and 2015, all of the income tax expense (benefit) presented above relates to the assets and activities held in the Company's TRSs. The components of income tax expense (benefit) include the following for the periods presented:
Components of Income Tax Expense (Benefit)
 
For the Years Ended December 31,
 
2017
 
2016
 
2015
Current tax expense (benefit)
 
 
 
 
 
Federal
$
2,498,363

 
$
(321,720
)
 
$
781,941

State (net of federal tax benefit)
333,295

 
8,613

 
140,069

Total current tax expense (benefit)
$
2,831,658

 
$
(313,107
)
 
$
922,010

Deferred tax expense (benefit)
 
 
 
 
 
Federal
$
(505,753
)
 
$
(168,915
)
 
$
(2,594,897
)
State (net of federal tax benefit)
19,413

 
17,602

 
(274,666
)
Total deferred tax benefit
$
(486,340
)
 
$
(151,313
)
 
$
(2,869,563
)
Total income tax expense (benefit), net
$
2,345,318

 
$
(464,420
)
 
$
(1,947,553
)

As of December 31, 2016 and 2015, the TRSs had a net operating loss of $3.0 million and $1.4 million, respectively. For the year ended December 31, 2017, the TRSs incurred a net operating loss of approximately $1.0 million, resulting in a total net operating loss of approximately $4.1 million as of December 31, 2017. The net operating loss may be carried forward for 20 years. If not utilized, this net operating loss will expire as follows: $90 thousand, $804 thousand, $478 thousand, $1.7 million and $1.0 million in the years ending December 31, 2033, 2034, 2035, 2036 and 2037, respectively. The amount of deferred tax asset for net operating losses as of December 31, 2017, includes amounts for the year ended December 31, 2017. The aggregate cost of securities for federal income tax purposes and securities with unrealized appreciation and depreciation, were as follows:
Aggregate Cost of Securities for Income Tax Purposes
 
December 31, 2017
 
December 31, 2016
Aggregate cost for federal income tax purposes
$
3,063,430

 
$
4,327,077

Gross unrealized appreciation
325,130

 
5,408,242

Gross unrealized depreciation

 

Net unrealized appreciation
$
325,130

 
$
5,408,242


The Company provides the following tax information to its common stockholders pertaining to the character of distributions paid during tax years 2017, 2016 and 2015. For a stockholder that received all distributions in cash during 2017, 79.0 percent will be treated as ordinary dividend income and 21.0 percent will be treated as return of capital. Of the ordinary dividend income, 13.2 percent will be treated as qualified dividend income. The per share characterization by quarter is reflected in the following tables:
2017 Common Stock Tax Information
Record Date
 
Ex-Dividend Date
 
Payable Date
 
Total Distribution per Share
 
Total Ordinary Dividends
 
Qualified Dividends
 
Capital Gain Distributions
 
Nondividend Distributions
2/13/2017
 
2/9/2017
 
2/28/2017
 
$
0.7500

 
$
0.5925

 
$
0.0785

 
$

 
$
0.1575

5/16/2017
 
5/12/2017
 
5/31/2017
 
0.7500

 
0.5925

 
0.0785

 

 
0.1575

8/17/2017
 
8/15/2017
 
8/31/2017
 
0.7500

 
0.5925

 
0.0785

 

 
0.1575

11/15/2017
 
11/14/2017
 
11/30/2017
 
0.7500

 
0.5925

 
0.0785

 

 
0.1575

Total 2017 Distributions
 
$
3.0000

 
$
2.3700

 
$
0.3140

 
$

 
$
0.6300


2016 Common Stock Tax Information
Record Date
 
Ex-Dividend Date
 
Payable Date
 
Total Distribution per Share
 
Total Ordinary Dividends
 
Qualified Dividends
 
Capital Gain Distributions
 
Nondividend Distributions
02/12/2016
 
02/10/2016
 
02/29/2016
 
$
0.7500

 
$
0.2955

 
$

 
$

 
$
0.4545

05/13/2016
 
05/11/2016
 
05/31/2016
 
0.7500

 
0.2955

 

 

 
0.4545

08/17/2016
 
08/15/2016
 
08/31/2016
 
0.7500

 
0.2955

 

 

 
0.4545

11/15/2016
 
11/11/2016
 
11/30/2016
 
0.7500

 
0.2955

 

 

 
0.4545

Total 2016 Distributions
 
$
3.0000

 
$
1.1820

 
$

 
$

 
$
1.8180

2015 Common Stock Tax Information
Record Date
 
Ex-Dividend Date
 
Payable Date
 
Total Distribution per Share
 
Total Ordinary Dividends
 
Qualified Dividends
 
Capital Gain Distributions
 
Nondividend Distributions
02/13/2015
 
02/11/2015
 
02/27/2015
 
$
0.6500

 
$
0.4680

 
$
0.0126

 
$

 
$
0.1820

05/15/2015
 
05/13/2015
 
05/29/2015
 
0.6750

 
0.4860

 
0.0131

 

 
0.1890

08/17/2015
 
08/13/2015
 
08/31/2015
 
0.6750

 
0.4860

 
0.0131

 

 
0.1890

11/13/2015
 
11/11/2015
 
11/30/2015
 
0.7500

 
0.5400

 
0.0146

 

 
0.2100

Total 2015 Distributions
 
$
2.7500

 
$
1.9800

 
$
0.0534

 
$

 
$
0.7700


The Company provides the following tax information to its preferred stockholders pertaining to the character of distributions paid during the 2017, 2016 and 2015 tax years. For a stockholder that received all distributions in cash during 2017, 100 percent will be treated as ordinary dividend income and none will be treated as return of capital. Of the ordinary dividend income, 13.3 percent will be treated as qualified dividend income. The per share characterization by quarter is reflected in the following table:
2017 Preferred Stock Tax Information
Record Date
 
Ex-Dividend Date
 
Payable Date
 
Total Distribution per Share
 
Total Ordinary Dividends
 
Qualified Dividends
 
Capital Gain Distributions
 
Nondividend Distributions
2/13/2017
 
2/9/2017
 
2/28/2017
 
$
0.4609

 
$
0.4609

 
$
0.0611

 
$

 
$

5/16/2017
 
5/12/2017
 
5/31/2017
 
0.4609

 
0.4609

 
0.0611

 

 

8/17/2017
 
8/15/2017
 
8/31/2017
 
0.4609

 
0.4609

 
0.0611

 

 

11/15/2017
 
11/14/2017
 
11/30/2017
 
0.4609

 
0.4609

 
0.0611

 

 

Total 2017 Distributions
 
$
1.8436

 
$
1.8436

 
$
0.2444

 
$

 
$


2016 Preferred Stock Tax Information
Record Date
 
Ex-Dividend Date
 
Payable Date
 
Total Distribution per Share
 
Total Ordinary Dividends
 
Qualified Dividends
 
Capital Gain Distributions
 
Nondividend Distributions
02/12/2016
 
02/10/2016
 
02/29/2016
 
$
0.4609

 
$
0.4609

 
$

 
$

 
$

05/13/2016
 
05/11/2016
 
05/31/2016
 
0.4609

 
0.4609

 

 

 

08/17/2016
 
08/15/2016
 
08/31/2016
 
0.4609

 
0.4609

 

 

 

11/15/2016
 
11/11/2016
 
11/30/2016
 
0.4609

 
0.4609

 

 

 

Total 2016 Distributions
 
$
1.8436

 
$
1.8436

 
$

 
$

 
$


2015 Preferred Stock Tax Information
Record Date
 
Ex-Dividend Date
 
Payable Date
 
Total Distribution per Share
 
Total Ordinary Dividends
 
Qualified Dividends
 
Capital Gain Distributions
 
Nondividend Distributions
05/15/2015
 
05/13/2015
 
06/01/2015
 
$
0.6351

 
$
0.6351

 
$
0.0171

 
$

 
$

08/17/2015
 
08/13/2015
 
08/31/2015
 
0.4609

 
0.4609

 
0.0124

 

 

11/13/2015
 
11/11/2015
 
11/30/2015
 
0.4609

 
0.4609

 
0.0124

 

 

Total 2015 Distributions
 
$
1.5569

 
$
1.5569

 
$
0.0419

 
$

 
$


The Company elected, effective for the 2013 tax year, to be treated as a REIT for federal income tax purposes. The Company's REIT election, assuming continued compliance with the applicable tests, will continue in effect for subsequent tax years. The Company satisfied the annual income test and the quarterly asset tests necessary for us to qualify to be taxed as a REIT for 2017, 2016 and 2015. Distributions made during 2017, 2016 and 2015 are treated as qualifying dividend income related to taxable dividends received from the Company's TRSs that were received and distributed in the respective years.
Property and Equipment
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT
Property and equipment consist of the following:
Property and Equipment
 
December 31, 2017
 
December 31, 2016
Land
$
580,000

 
$
580,000

Natural gas pipeline
124,303,315

 
124,288,156

Vehicles and trailers
650,634

 
570,267

Office equipment and computers
268,559

 
267,095

Gross property and equipment
$
125,802,508

 
$
125,705,518

Less: accumulated depreciation
(12,643,636
)
 
(9,292,712
)
Net property and equipment
$
113,158,872

 
$
116,412,806


Depreciation expense was $3.4 million, $3.4 million and $3.3 million for the years ended December 31, 2017, 2016 and 2015, respectively.
Concentrations
Concentrations
CONCENTRATIONS
The Company has customer concentrations through major tenants at its three significant leased properties as discussed fully in Note 3 ("Leased Properties And Leases"). In addition to these lease concentrations, contracted transportation revenues from the Company's subsidiary, MoGas, to its largest customer, Spire (formally Laclede Gas Company), represented approximately 11 percent, 12 percent and 15 percent of consolidated revenues for the years ended December 31, 2017, 2016 and 2015, respectively.
Management Agreement
MANAGEMENT AGREEMENT
MANAGEMENT AGREEMENT
The Company has executed a Management Agreement with Corridor InfraTrust Management, LLC ("Corridor"), a related party. Under the Management Agreement, Corridor (i) presents the Company with suitable acquisition opportunities consistent with the investment policies and objectives of the Company, (ii) is responsible for the day-to-day operations of the Company and (iii) performs such services and activities relating to the assets and operations of the Company as may be appropriate. The Management Agreement, which does not have a specific term and will remain in place unless terminated by the Company or Corridor in accordance with its terms, does give a majority of the stockholders of the Company, or two-thirds of the independent directors, the ability to terminate the agreement for any reason on thirty (30) days' prior written notice, so long as that notice is delivered with a termination payment equal to three times the base management fee and incentive fee paid to the manager in the last four quarters.
The terms of the Management Agreement provide for a quarterly management fee to be paid to Corridor equal to 0.25 percent (1.00 percent annualized) of the value of the Company's Managed Assets as of the end of each quarter. "Managed Assets" means the total assets of the Company (including any securities receivables, other personal property or real property purchased with or attributable to any borrowed funds) minus (A) the initial invested value of all non-controlling interests, (B) the value of any hedged derivative assets, (C) any prepaid expenses and (D) all of the accrued liabilities other than (1) deferred taxes and (2) debt entered into for the purpose of leverage. For purposes of the definition of Managed Assets, the Company's securities portfolio will be valued at then current market value. For purposes of the definition of Managed Assets, other personal property and real property assets will include real and other personal property owned and the assets of the Company invested, directly or indirectly, in equity interests in or loans secured by real estate or personal property (including acquisition related costs and acquisition costs that may be allocated to intangibles or are unallocated), valued at the aggregate historical cost, before reserves for depreciation, amortization, impairment charges or bad debts or other similar noncash reserves.
The Management Agreement also provides for payment of a quarterly incentive fee of 10 percent of the increase in distributions paid over a distribution threshold equal to $0.625 per share per quarter, and requires that at least half of any incentive fees that are paid be reinvested in the Company's common stock. The foregoing description of the terms of the May 1, 2015 Management Agreement is qualified in its entirety by reference to the full terms of such agreement, which is incorporated by reference as an exhibit to this Report.
During the years ended December 31, 2017, 2016 and 2015 the Company and the Manager agreed to the following modifications to the fee arrangements described above:
In order to ensure equitable application of the quarterly management fee provisions of the Management Agreement to the GIGS acquisition, which closed on June 30, 2015, the Manager waived any incremental management fee due as of the end of the second quarter of 2015 based on the net impact of the GIGS Acquisition as of June 30, 2015;
In light of the provisions for loan losses recognized by the Company on certain of its energy infrastructure financing investments (collectively, the "Underperforming Loans") during 2015 and the first quarter of 2016, the Manager voluntarily recommended, and the Company agreed, that effective on and after the Company's March 31, 2016 balance sheet date, solely for the purpose of computing the value of the Company's Managed Assets in calculating the quarterly management fee under the terms of the Management Agreement, that portion of the Management Fee attributable to the Company's investment in the Underperforming Loans shall be based on the estimated net realizable value of such loans, which shall not exceed the amount invested in the Underperforming Loans as of the end of the quarter for which the Management Fee is to be calculated. This agreement superseded a similar prior agreement between the Company and the Manager, which was effective as of September 30, 2015, concerning valuation of the Black Bison Loans for purposes of calculating the Management Fee.
In light of the provision for uncollectable interest recorded with respect to Black Bison loans as described in Note 4 ("Financing Notes Receivable"), the Manager voluntarily recommended, and the Company agreed, that the Manager would waive $133 thousand of the total $279 thousand incentive fee that would otherwise be payable under the provisions described above with respect to dividends paid on the Company's common stock during the year ended December 31, 2015, and accordingly the Manager received an incentive fee of $145 thousand for such period.
During the year ended December 31, 2016, the Manager voluntarily recommended, and the Company agreed, that the Manager would waive $88 thousand of the total $595 thousand incentive fee that would have otherwise been payable under the provisions of the Management Agreement with respect to dividends paid on the Company's common stock.
During the year ended December 31, 2017, the Manager voluntarily recommended, and the Company agreed, that the Manager would waive $100 thousand of the total $595 thousand incentive fee that would otherwise be payable under the provisions of the Management Agreement with respect to dividends paid on the Company's common stock.
In order to ensure equitable application of the quarterly management fee provisions of the Management Agreement for the acquisition of Prudential's minority limited partner interest in Pinedale LP, which closed on December 29, 2017, the Manager waived any incremental management fee due as of the end of the fourth quarter of 2017 based on the net impact of the Pinedale LP acquisition.
Fees incurred under the Management Agreement for the years ended December 31, 2017, 2016 and 2015 were $7.2 million, $7.2 million and $5.7 million, respectively, and are reported in the General and Administrative line item on the Consolidated Statements of Income.
The Company pays Corridor, as the Company's Administrator pursuant to an Administrative Agreement, an administrative fee equal to an annual rate of 0.04 percent of the value of the Company's Managed Assets, with a minimum annual fee of $30 thousand. Fees incurred under the Administrative Agreement for the years ended December 31, 2017, 2016 and 2015 were $269 thousand, $266 thousand and $224 thousand, respectively, and are reported in the General and Administrative line item on the Consolidated Statements of Income.
Fair Value
FAIR VALUE
FAIR VALUE
The following tables set forth the Company's assets and liabilities measured at fair value on a recurring basis, by input level within the fair value hierarchy, as of December 31, 2017 and 2016:
 
December 31, 2017
 
Total
 
Fair Value
 
 
Level 1
 
Level 2
 
Level 3
Assets:
 
 
 
 
 
 
 
Other equity securities
$
2,958,315

 
$

 
$

 
$
2,958,315

Total Assets
$
2,958,315

 
$

 
$

 
$
2,958,315

 
December 31, 2016
 
Total
 
Fair Value
 
 
Level 1
 
Level 2
 
Level 3
Assets:
 
 
 
 
 
 
 
Other equity securities
$
9,287,209

 
$

 
$

 
$
9,287,209

Interest rate swap derivative
19,950

 

 
19,950

 

Total Assets
$
9,307,159

 
$

 
$
19,950

 
$
9,287,209

At December 31, 2017 and 2016, the only assets and liabilities measured at fair value on a recurring basis were the Company's (i) equity securities and (ii) derivatives and equity securities, respectively. On March 30, 2016, the Company terminated one of its interest rate swaps with a notional amount of $26.3 million concurrent with the assignment of the Pinedale Credit Facility. The remaining cash flow hedge was de-designated from hedge accounting as of March 30, 2016, and continued to be valued using a consistent methodology and therefore was classified as a Level 2 measurement. Subsequent to de-designation, changes in the fair value were recognized in earnings in the period in which the changes occurred, through expiration in December 2017.
Prior to the interest rate swaps termination and expiration, the valuation of the interest rate swaps was determined using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including forward interest rate curves. The inputs used to value the derivatives fall primarily within Level 2 of the value hierarchy. See further discussion in Note 13 ("Interest Rate Hedge Swaps").
The changes for all Level 3 securities measured at fair value on a recurring basis using significant unobservable inputs for the years ended December 31, 2017 and 2016, are as follows:
Level 3 Rollforward
For the Year Ended 2017
 
Fair Value Beginning Balance
 
Acquisitions
 
Disposals
 
Total Realized and Unrealized Gains Included in Net Income
 
Return of Capital Adjustments Impacting Cost Basis of Securities
 
Fair Value Ending Balance
 
Changes in Unrealized Gains Included In Net Income, Relating to Securities Still Held (1)
Other equity securities
 
$
9,287,209

 
$
1,161,034

 
$
(8,752,201
)
 
$
1,531,827

 
$
(269,554
)
 
$
2,958,315

 
$
295,161

Total
 
$
9,287,209

 
$
1,161,034

 
$
(8,752,201
)
 
$
1,531,827

 
$
(269,554
)
 
$
2,958,315

 
$
295,161

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
For the Year Ended 2016
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Other equity securities
 
$
8,393,683

 
$

 
$

 
$
781,154

 
$
112,372

 
$
9,287,209

 
$
781,154

Total
 
$
8,393,683

 
$

 
$

 
$
781,154

 
$
112,372

 
$
9,287,209

 
$
781,154

(1) Located in Net realized and unrealized gain on other equity securities in the Consolidated Statements of Income

The Company utilizes the beginning of reporting period method for determining transfers between levels. There were no transfers between levels 1, 2 or 3 for the years ended December 31, 2017 and 2016.
Valuation Techniques and Unobservable Inputs
The Company's other equity securities, which represent securities issued by private companies, are classified as Level 3 assets and the Company has elected to report at fair value under the fair value option. Significant judgment is required in selecting the assumptions used to determine the fair values of these investments.
As of December 31, 2017 and 2016, the Company's investment in Lightfoot is its only remaining significant private company investment. As of both December 31, 2017 and 2016, the Company held a 6.6 percent and 1.5 percent equity interest in Lightfoot LP and Lightfoot GP, respectively. Prior to the Zenith acquisition discussed below, Lightfoot's assets included an ownership interest in Gulf LNG, a 1.5 billion cubic feet per day ("bcf/d") receiving, storage and regasification terminal in Pascagoula, Mississippi, and common units and subordinated units representing an approximately 40 percent aggregate limited partner interest, and a noneconomic general partner interest, in Arc Logistics. As of December 31, 2017, Lightfoot's only material asset consists of its remaining investment in Gulf LNG.
On December 21, 2017, Zenith closed its acquisition of Arc Logistics. Under the terms of the agreement, Lightfoot LP received $14.50 per common unit of Arc Logistics. Lightfoot LP additionally received $36.2 million for the sale of 5.52 percent of its interest in Gulf LNG to Zenith (the "Unconditional Interest"). Under the terms of the agreement, Zenith will purchase the remaining 4.16 percent of Lightfoot's Gulf LNG interest (the “Conditional Interest”) for an additional $27.3 million upon a successful outcome (as defined) of the Gulf LNG arbitration with ENI USA, as discussed further below. Lightfoot GP received $94.5 million for 100 percent of the membership interests in Arc Logistics GP. Under the terms of the merger, at closing, Lightfoot LP and Lightfoot GP used a portion of their sale proceeds to purchase an approximate 13.5 percent interest in Arc Terminal Joliet Holdings.
In accordance with the above, subsequent to closing of the transaction, the Company received $7.6 million in cash proceeds related to its pro rata portion of the sale proceeds of Lightfoot, including proceeds related to Arc Logistics common units, the Unconditional Interest in Gulf LNG and membership interests in Arc Logistics GP. Amounts received are net of approximately $1.2 million related to the Company's required reinvestment in Arc Terminal Joliet Holdings, of which it owns approximately 0.6 percent.
As of December 31, 2017, the Company's remaining private company investments in Lightfoot and Arc Terminal Joliet Holdings represent less than 0.5 percent of its total assets. The fair value of the Company's private company investments at December 31, 2017 was approximately $3.0 million, which was determined using recent transaction data and expected proceeds, discounted using a risk-free rate through the expected receipt date. As of December 31, 2016, Lightfoot was valued using a combination of the following valuation techniques: (i) public share price of private companies' investments and (ii) discounted cash flow analysis using an estimated discount rate of 15.3 percent to 17.3 percent.
Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of the Company's investment may fluctuate from period to period. Additionally, the fair value of the Company's investment may differ from the values that would have been used had a ready market existed for such investment and may differ materially from the values that the Company may ultimately realize.
On March 1, 2016, an affiliate of Gulf LNG received a Notice of Disagreement and Disputed Statements and a Notice of Arbitration from Eni USA, one of the two companies that had entered into a terminal use agreement for capacity of the liquefied natural gas facility owned by Gulf LNG and its subsidiaries. Should Eni USA be successful in terminating its agreement with Gulf LNG, this could significantly impact the value of the Company's remaining investment in Lightfoot.
The following section describes the valuation methodologies used by the Company for estimating fair value for financial instruments not recorded at fair value, but fair value is included for disclosure purposes only, as required under disclosure guidance related to the fair value of financial instruments.
Cash and Cash Equivalents — The carrying value of cash, amounts due from banks, federal funds sold and securities purchased under resale agreements approximates fair value.
Financing Notes Receivable — The financing notes receivable are valued on a non-recurring basis. The financing notes receivable are reviewed for impairment when events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Financing Notes with carrying values that are not expected to be recovered through future cash flows are written-down to their estimated net realizable value. Estimates of realizable value are determined based on unobservable inputs, including estimates of future cash flow generation and value of collateral underlying the notes.
Derivative Asset — The Company has historically used interest rate swaps to manage interest rate risk. The fair value of these instruments is determined using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of the respective derivative.
Secured Credit Facilities — The fair value of the Company's long-term variable-rate and fixed-rate debt under its secured credit facilities approximates carrying value.
Unsecured Convertible Senior Notes — The fair value of the unsecured convertible senior notes is estimated using quoted market prices.
Carrying and Fair Value Amounts
 
Level within fair value hierarchy
 
December 31, 2017
 
December 31, 2016
 
 
Carrying Amount (1)
 
Fair Value
 
Carrying Amount (1)
 
Fair Value
Financial Assets:
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
Level 1
 
$
15,787,069

 
$
15,787,069

 
$
7,895,084

 
$
7,895,084

Financing notes receivable (Note 4)
Level 3
 
1,500,000

 
1,500,000

 
1,500,000

 
1,500,000

Derivative asset
Level 2
 

 

 
19,950

 
19,950

Financial Liabilities:
 
 
 
 
 
 
 
 
Secured credit facilities
Level 2
 
$
40,745,354

 
$
40,745,354

 
$
89,387,985

 
$
89,387,985

Unsecured convertible senior notes
Level 1
 
112,032,083

 
139,101,660

 
111,244,895

 
129,527,940

(1) The carrying value of debt balances are presented net of unamortized original issuance discount and debt issuance costs.
Debt
DEBT
DEBT
The following is a summary of debt facilities and balances as of December 31, 2017 and 2016:
 
Total Commitment
 or Original Principal
 
Quarterly Principal Payments
 
 
 
December 31, 2017
 
December 31, 2016
 
 
 
Maturity
Date
 
Amount Outstanding
 
Interest
Rate
 
Amount Outstanding
 
Interest
Rate
CorEnergy Secured Credit Facility:
 
 
 
 
 
 
 
 
 
 
 
 
 
CorEnergy Revolver
$
160,000,000

 
$

 
7/28/2022
 
$

 
4.32
%
 
$
44,000,000

 
3.76
%
CorEnergy Term Loan (1)
45,000,000

 
1,615,000

 
12/15/2019
 

 
%
 
36,740,000

 
3.74
%
MoGas Revolver
1,000,000

 

 
7/28/2022
 

 
4.32
%
 

 
3.77
%
Omega Line of Credit
1,500,000

 

 
7/31/2018
 

 
5.57
%
 

 
4.77
%
Pinedale Secured Credit Facility:
 
 
 
 
 
 
 
 
 
 
 
 
 
$58.5M Term Loan – related party (2)
11,085,750

 
167,139

 
3/30/2021
 

 
%
 
8,860,577

 
8.00
%
Amended Pinedale Term Credit Facility
41,000,000

 
882,000

 
12/29/2022
 
41,000,000

 
6.50
%
 

 
%
7.00% Unsecured Convertible Senior Notes
115,000,000

 

 
6/15/2020
 
114,000,000

 
7.00
%
 
114,000,000

 
7.00
%
Total Debt
 
$
155,000,000

 
 
 
$
203,600,577

 
 
Less:
 
 
 
 
 
 
 
 
Unamortized deferred financing costs (3)
 
$
375,309

 
 
 
$
381,531

 
 
Unamortized discount on 7.00% Convertible Senior Notes
 
1,847,254

 
 
 
2,586,166

 
 
Long-term debt, net of deferred financing costs
 
$
152,777,437

 
 
 
$
200,632,880

 
 
Debt due within one year
 
$
3,528,000

 
 
 
$
7,128,556

 
 
(1) The CorEnergy Term Loan was paid off during the third quarter of 2017 in connection with entering into the amended and restated CorEnergy Credit Facility discussed below.
(2) $47.4 million of the original $58.5 million term loan was payable to CorEnergy under the same terms and eliminates in consolidation. The term loan was paid off during the fourth quarter of 2017 in connection with the Amended Pinedale Term Credit Facility discussed below.
(3) Unamortized deferred financing costs related to our revolving credit facilities are included in Deferred Costs in the Assets section of the Consolidated Balance Sheets. Refer to the "Deferred Financing Costs" paragraph below.

CorEnergy Credit Facilities
On September 26, 2014, the Company entered into a $30.0 million revolving credit facility (the "CorEnergy Revolver") with certain lenders and Regions Bank, as an agent for such lenders. Then in conjunction with the MoGas Transaction on November 24, 2014, increased the credit facility to $90.0 million at the REIT level, and $3.0 million at the subsidiary entity level. For the first six months, subsequent to the increase, the facility bore interest on the outstanding balance at a rate of LIBOR plus 3.50 percent. Beginning on May 24, 2015 and through July 7, 2015, the interest rate was determined by a pricing grid where the applicable interest rate was LIBOR plus 2.75 percent to 3.50 percent, depending on the Company's leverage ratio at such time. On June 29, 2015, the Company borrowed against the CorEnergy Revolver in the amount of $42.0 million in conjunction with the GIGS transaction.
On July 8, 2015, the Company amended and upsized its existing $93.0 million credit facility with Regions Bank (as lender and administrative agent for the other participating lenders) to provide borrowing commitments of $153.0 million, consisting of (i) an increase in the CorEnergy Revolver at the CorEnergy parent entity level to $105.0 million, (ii) a $45.0 million term loan at the CorEnergy parent entity level (the "CorEnergy Term Loan") and (iii) a $3.0 million revolving credit facility at the MoGas subsidiary entity level (the "MoGas Revolver" and, collectively with the upsized CorEnergy Revolver and the CorEnergy Term Loan, the "CorEnergy Credit Facility"). Upon closing the CorEnergy Credit Facility, CorEnergy drew $45.0 million on the CorEnergy Term Loan to pay off the balance on the CorEnergy Revolver that had been used in funding the GIGS acquisition in June 2015. The term note required quarterly principal payments of $900 thousand, which began on September 30, 2015. Quarterly principal payments were subsequently increased to $1.6 million in conjunction with the financing of the Pinedale Credit Facility, discussed further below.
On July 28, 2017, the Company entered into an amendment and restatement of the CorEnergy Credit Facility with Regions Bank (as lender and administrative agent for other participating lenders). The amended facility provides for borrowing commitments of up to $161.0 million, consisting of (i) $160.0 million on the CorEnergy Revolver, subject to borrowing base limitations, and (ii) $1.0 million on the MoGas Revolver, as detailed below. In connection with entering into the amended and restated facility on July 28, 2017, the Company used cash on hand and $10.0 million of borrowings under the amended facility to repay the $33.5 million outstanding balance on the CorEnergy Term Loan.
The amended facility has 5-year term maturing on July 28, 2022, and provides for a springing maturity on February 28, 2020, and thereafter, if the Company fails to meet certain liquidity requirements from the springing maturity date through the maturity of the Company's convertible notes on June 15, 2020. Borrowings under the credit facility will generally bear interest on the outstanding principal amount using a LIBOR pricing grid that is expected to equal a LIBOR rate plus an applicable margin of 2.75 percent to 3.75 percent, based on the Company's senior secured recourse leverage ratio. Total availability is subject to a borrowing base. The CorEnergy Credit Facility contains, among other restrictions, certain financial covenants including the maintenance of certain financial ratios, as well as default and cross-default provisions customary for transactions of this nature (with applicable customary grace periods).
The CorEnergy Credit Facility is secured by substantially all of the assets owned by the Company and its subsidiaries other than (i) the assets held by Mowood, LLC, Omega, Pinedale LP and Pinedale GP (the "Unrestricted Subs") and (ii) the equity investments in the Unrestricted Subs.
As of December 31, 2017, the Company was in compliance with all covenants of the CorEnergy Credit Facility, and the Company had approximately $140.5 million of availability.
MoGas Revolver
In conjunction with the MoGas Transaction, MoGas and United Property Systems, as co-borrowers, entered into a revolving credit agreement dated November 24, 2014 ("the MoGas Revolver") with certain lenders, including Regions Bank as agent for such lenders. Pursuant to the MoGas Revolver, the co-borrowers may borrow, prepay and re-borrow loans up to $3.0 million outstanding at any time. On July 8, 2015, the MoGas Revolver was amended and restated in accordance with the expansion of the CorEnergy Credit Facility discussed above. Interest accrues under the MoGas Revolver at the same rate and pursuant to the same terms as it accrues under the CorEnergy Credit Facility. On July 28, 2017, the terms of the MoGas Revolver were amended and restated in connection with the CorEnergy Credit Facility, as discussed above. As a result, commitments under the MoGas Revolver were reduced to $1.0 million.
The MoGas Revolver is secured by the assets held at MoGas and has a maturity date of July 28, 2022. Interest accrues under the MoGas Revolver at the same rate and pursuant to the same terms as it accrues under the CorEnergy Revolver. As of December 31, 2017, the co-borrowers were in compliance with all covenants, and there were no borrowings against the MoGas Revolver.
Mowood/Omega Revolver
On July 31, 2015, a $1.5 million revolving line of credit ("Mowood/Omega Revolver") was established with Regions Bank with a maturity date of July 31, 2016. Following annual extensions, the current maturity of the facility has been amended and extended to July 31, 2018. The Mowood/Omega Revolver is used by Omega for working capital and general business purposes and is guaranteed and secured by the assets of Omega. Interest accrues at LIBOR plus 4 percent and is payable monthly in arrears with no unused fee. There was no outstanding balance at December 31, 2017.
Pinedale Credit Facility
On December 20, 2012, Pinedale LP closed on a $70.0 million secured term credit facility. Outstanding balances under the original facility generally accrued interest at a variable annual rate equal to LIBOR plus 3.25 percent. This credit facility was secured by the Pinedale LGS asset. Under the original agreement, Pinedale LP was obligated to pay all accrued interest monthly and was further obligated to make monthly principal payments, which began on March 7, 2014, in the amount of $294 thousand or 0.42 percent of the principal balance as of March 1, 2014. The credit facility remained in effect until December 31, 2015, with an option to extend through December 31, 2016. Although the Company elected not to extend the facility for an additional one-year period, it did amend the facility to extend the maturity date to March 30, 2016. During the extension period, the Company made principal payments of $3.2 million and the credit facility bore interest on the outstanding principal amount at LIBOR plus 4.25 percent.
On March 4, 2016, the Company obtained a consent from its lenders under the CorEnergy Credit Facility, which permitted the Company to utilize the CorEnergy Credit Facility to refinance the Company's pro rata share of the remaining balance of the Pinedale secured term credit facility. On March 30, 2016, the Company and Prudential (collectively, "the Refinancing Lenders"), refinanced the remaining $58.5 million principal balance of the $70.0 million credit facility (on a pro rata basis equal to their respective equity interests in Pinedale LP, with the Company's 81.05 percent share being approximately $47.4 million) and executed a series of agreements assigning the credit facility to the Refinancing Lenders, with CorEnergy Infrastructure Trust, Inc. as Agent for the Refinancing Lenders. The facility was further modified to extend the maturity date to March 30, 2021; to increase the LIBOR Rate to the greater of (i) 1.00 percent and (ii) the one-month LIBOR rate; and to increase the LIBOR Rate Spread to 7.00 percent per annum. The Company's portion of the debt and interest was eliminated in consolidation and Prudential's portion of the debt was shown as a related-party liability.
Pinedale LP automatically entered into a Cash Control Period (as defined in the credit facility) with the Refinancing Lenders upon the April 29, 2016 bankruptcy filing by Ultra Wyoming and its parent guarantor, Ultra Petroleum. During a Cash Control Period, the Company as Agent swept all funds for the repayment of accrued interest, scheduled principal payments and principal prepayments on the loans. Ultra Petroleum emerged from bankruptcy in April 2017, resulting in the end of the Cash Control Period and, in May 2017, Pinedale LP resumed distributions. For the years ended December 31, 2017 and 2016, pursuant to these additional cash sweep provisions, an additional $4.4 million and $9.1 million, respectively, was distributed (pro rata, based on ownership percentages) to the Refinancing Lenders as a reduction to the outstanding principal.
On December 29, 2017, Pinedale LP entered into the Amended Pinedale Term Credit Facility with Prudential and a group of lenders affiliated with Prudential as the sole lenders and Prudential serving as administrative agent. Under the terms of the Amended Term Credit Facility, Pinedale LP was provided with a 5-year $41.0 million term loan facility, bearing interest at a fixed rate of 6.5 percent, which matures on December 29, 2022. Principal payments of $294 thousand, plus accrued interest, are payable monthly. The Amended Pinedale Term Credit Facility was utilized to pay off the balance due to the Refinancing Lenders under the previously existing Pinedale LP credit facility.
Outstanding balances under the facility are secured by the Pinedale liquids gathering system assets. The Amended Pinedale Term Credit Facility contains, among other restrictions, specific financial covenants including the maintenance of certain financial coverage ratios and a minimum net worth requirement which, along with other provisions of the credit facility, limit cash dividends and loans by Pinedale LP to the Company. At December 31, 2017, the net assets of Pinedale LP were $142.2 million and Pinedale LP was in compliance with all of the financial covenants of the Amended Pinedale Term Credit Facility.
Deferred Financing Costs
A summary of deferred financing cost amortization expenses for the years ended December 31, 2017, 2016 and 2015 is as follows:
Deferred Financing Cost Amortization Expense (1)(2)
 
For the Years Ended December 31,
 
2017
 
2016
 
2015
CorEnergy Credit Facility
$
873,601

 
$
1,078,526

 
$
926,930

Pinedale Credit Facility
392

 
156,330

 
500,326

Total Deferred Debt Cost Amortization
$
873,993

 
$
1,234,856

 
$
1,427,256

(1) Amortization of deferred debt issuance costs is included in interest expense in the Consolidated Statements of Income.
(2) For the amount of deferred debt costs amortization relating to the Convertible Notes included in the Consolidated Statements of Income, refer to the Convertible Note Interest Expense table below.

CorEnergy Credit Facilities
Prior to the July 28, 2017 amendment and restatement, previously existing deferred financing costs related to the CorEnergy Credit Facility were approximately $1.8 million, of which approximately $1.6 million will continue to be deferred and amortized under the amended and restated facility. Additionally, the Company incurred approximately $1.3 million in new debt issuance costs which have been deferred and will be amortized over the term of the new facility. The total deferred financing costs of $2.9 million are being amortized on a straight-line basis over the 5-year term of the amended and restated CorEnergy Credit Facility. Approximately $234 thousand of existing deferred costs and new debt issuance costs were expensed as a loss on extinguishment of debt related to the amendment and restatement in the Consolidated Statements of Income for the year ended December 31, 2017.
Amended Pinedale Term Credit Facility
In connection with entering into the Amended Pinedale Term Credit Facility, Pinedale LP incurred approximately $358 thousand in new debt issuance costs, of which $255 thousand have been deferred and will be amortized on a straight-line basis over the 5-year term of the Amended Pinedale Term Credit Facility. The remaining $103 thousand was expensed as a loss on extinguishment of debt in the Consolidated Statements of Income for the year ended December 31, 2017.
Contractual Payments
The remaining contractual principal payments as of December 31, 2017 under the Pinedale credit facility are as follows:
Year
 
Pinedale Credit Facility
2018
 
$
3,528,000

2019
 
3,528,000

2020
 
3,528,000

2021
 
3,528,000

2022
 
26,888,000

Thereafter
 

Total
 
$
41,000,000


Convertible Debt
On June 29, 2015, the Company completed a public offering of $115.0 million aggregate principal amount of 7.00% Convertible Senior Notes Due 2020 (the "Convertible Notes"). The Convertible Notes mature on June 15, 2020 and bear interest at a rate of 7.0 percent per annum, payable semi-annually in arrears on June 15 and December 15 of each year, beginning on December 15, 2015.
Holders may convert their Convertible Notes into shares of the Company's common stock at their option until the close of business on the second scheduled trading day immediately preceding the maturity date. The initial conversion rate for the Convertible Notes will be 30.3030 shares of Common Stock per $1,000 principal amount of the Convertible Notes, equivalent to an initial conversion price of $33.00 per share of Common Stock. Such conversion rate will be subject to adjustment in certain events as specified in the Indenture.
The Convertible Notes may not be redeemed prior to the maturity date; however, upon the occurrence of a fundamental change (as defined in the Indenture), holders may require the Company to repurchase all or a portion of the Convertible Notes for cash at a price equal to 100 percent of the principal amount of the Convertible Notes to be purchased plus any accrued and unpaid interest, if any, to, but excluding, the applicable fundamental change repurchase date as prescribed in the Indenture. In addition, in certain circumstances the Company will increase the conversion rate for a holder that converts the Convertible Notes in connection with any of a specified set of corporate events, each of which is deemed to constitute a make whole adjustment event pursuant to the terms of the Indenture.
The Convertible Notes rank equal in right of payment to any other current and future unsecured obligations of the Company and senior in right of payment to any other current and future indebtedness of the Company that is contractually subordinated to the Convertible Notes. The Convertible Notes are structurally subordinated to all liabilities (including trade payables) of the Company's subsidiaries. The Convertible Notes are effectively junior to all of the Company's existing or future secured debt, to the extent of the value of the collateral securing such debt.
On May 23, 2016, the Company repurchased $1.0 million of its convertible bonds on the open market. This resulted in the company writing off a portion of the original underwriter's discount and deferred debt costs, as well as recognizing a gain on extinguishment of debt of $72 thousand which is included in interest expense in the Consolidated Statements of Income for the year ended December 31, 2016.
The following is a summary of the impact of Convertible Notes on interest expense for the years ended December 31, 2017, 2016 and 2015:
Convertible Note Interest Expense
 
For the Years Ended December 31,
 
2017
 
2016
 
2015
7.00% Convertible Notes
$
7,980,000

 
$
8,008,195

 
$
4,069,722

Discount Amortization
738,912

 
744,081

 
380,653

Deferred Debt Issuance Cost Amortization
48,276

 
48,566

 
21,656

Total
$
8,767,188

 
$
8,800,842

 
$
4,472,031


The Convertible Notes were initially issued with an underwriters' discount of $3.7 million which is being amortized over the life of the Convertible Notes. Additionally, the Company incurred approximately $241 thousand in debt issuance costs associated with the Convertible Notes which are being amortized over the life of the notes. Including the impact of the convertible debt discount and related deferred debt issuance costs, the effective interest rate on the Convertible Notes was approximately 7.7 percent for each of the years ended December 31, 2017, 2016 and 2015.
Asset Retirement Obligation
Asset Retirement Obligation
ASSET RETIREMENT OBLIGATION
A component of the consideration exchanged to purchase the GIGS assets from Energy XXI in June 2015 was the assumption of the seller's asset retirement obligation ("ARO") associated with such assets. The ARO represents the estimated costs of decommissioning the GIGS pipelines and onshore oil receiving and separation facilities in Grand Isle, Louisiana at retirement. The Company recognized the ARO at its estimated fair value on the date of acquisition with a corresponding ARO asset capitalized as part of the carrying amount of the related long-lived assets to be depreciated over the assets' remaining useful lives.
The Company's tenant, EXXI Tenant, has an ARO related to the platform which is currently attached to the GIGS pipelines. If in the future, EXXI is unable to fulfill their obligation, the Company may be required to assume the liability for the related asset removal costs.
In periods subsequent to the initial measurement of an ARO, the Company recognizes changes in the liability resulting from (a) the passage of time through accretion expense and (b) revisions to either the timing or the amount of the estimate of undiscounted cash flows based on periodic revaluations. Future expected cash flows are based on subjective estimates and assumptions, which inherently include significant uncertainties which are beyond the Company's control. These assumptions represent Level 3 inputs in the fair value hierarchy. The Company has no assets that are legally restricted for purposes of settling asset retirement obligations.
In December 2017, the Company revised its estimate to reflect a decrease in marketplace rates for labor and other costs and for the expected timing of work. This change in estimate did not result in any charge to income for the year ended December 31, 2017. The following table is a reconciliation of the asset retirement obligation as of December 31, 2017 and 2016:
Asset Retirement Obligation
 
For the Years Ended December 31,
 
2017
 
2016
Beginning asset retirement obligation
$
11,882,943

 
$
12,839,042

Liabilities assumed

 

ARO accretion expense
663,065

 
726,664

Revision in cash flow estimates
(3,375,515
)
 
(1,682,763
)
Ending asset retirement obligation
$
9,170,493

 
$
11,882,943

Interest Rate Hedge Swaps
Interest Rate Hedge Swaps
13. INTEREST RATE HEDGE SWAPS
Derivative Instruments and Hedging Activities
The Company has historically used interest rate swaps to add stability to interest expense and to manage its exposure to interest rate movements. In February 2013, the Company entered into two interest rate swap agreements associated with a portion of its variable rate debt under the $70.0 million Pinedale Credit Facility, as discussed further in Note 11 ("Debt"). The notional amount covered under these agreements totaled $52.5 million (split evenly between the two agreements). Under the terms of the interest rate swap agreements, the Company received a floating rate based on the one-month LIBOR and paid a fixed rate of 0.865%. Each of the swap agreements was set to expire in December 2017. The agreements were designated as cash flow hedges at inception and accordingly, the effective portion of the gain or loss on the swap was reported as a component of accumulated other comprehensive income ("AOCI") and was reclassified into interest expense when the interest rate swap transaction affected earnings. Any ineffective portion of the gain or loss was recognized immediately in interest expense.
On March 30, 2016, the Company restructured the Pinedale Credit Facility, as further discussed in Note 11 ("Debt"). In connection with the assignment of the Pinedale Credit Facility, the Company terminated one of the interest rate swap agreements with a notional amount of $26.3 million and the remaining interest rate swap with a notional amount of $26.3 million was de-designated from hedge accounting. The remaining derivative expired in December 2017.
The table below presents the effect of the Company's derivative financial instruments on the Consolidated Statements of Income and Comprehensive Income for the years ended December 31, 2017, 2016 and 2015 (note that the ineffective portion is not presented as it was inconsequential for all periods presented):
 
 
For the Years Ended December 31,
Derivatives in Cash Flow Hedging Relationship
 
2017
 
2016
 
2015
Amount of Loss on Derivatives Recognized in AOCI (Effective Portion)
 
$

 
$
(300,181
)
 
$
(611,879
)
Amount of Loss on Derivatives Reclassified from AOCI (Effective Portion) Recognized in Net Income(1)
 

 
(50,964
)
 
(287,999
)
 
 
 
 
 
 
 
Derivatives Not Designated as Hedging Instruments
 
 
 
 
 
 
Amount of Gain on Derivatives Recognized in Income(2)
 
$
25,842

 
$
73,204

 
$

(1) Included in "Interest Expense" on the face of the Consolidated Statements of Income and Comprehensive Income.
(2) The gain (loss) recognized in income on derivatives includes changes in fair value for derivatives subsequent to de-designation from hedge accounting.
Stockholder's Equity
STOCKHOLDER'S EQUITY
STOCKHOLDERS' EQUITY
PREFERRED STOCK
The Company's authorized preferred stock consists of 10.0 million shares having a par value of $0.001 per share. On January 27, 2015, the Company sold, in an underwritten public offering, 2,250,000 depositary shares, each representing 1/100th of a share of 7.375% Series A Cumulative Redeemable Preferred Stock ("Series A Preferred"). Pursuant to this offering, the Company issued 22,500 whole shares of Series A Preferred and received net cash proceeds of approximately $54.2 million.
On April 18, 2017, the Company closed a follow-on underwritten public offering of 2,800,000 depository shares, each representing 1/100th of a share of 7.375% Series A Preferred Stock, at a price of $25.00 per depository share. On May 10, 2017, the Company sold an additional 150,000 depository shares at a public offering price of $25.00 per depository share in connection with the underwriters' exercise of their over-allotment option to purchase additional shares. Total proceeds from the offering were approximately $71.2 million, after deducting underwriting discounts and other offering expenses. A portion of the proceeds from the offering were utilized to repay $44.0 million in outstanding borrowings under the CorEnergy Revolver. Following the offering, the Company has a total of 5,200,000 depository shares outstanding, or 52,000 whole shares.
The depositary shares pay an annual dividend of $1.84375 per share, equivalent to 7.375 percent of the $25.00 liquidation preference. The depositary shares may be redeemed on or after January 27, 2020, at the Company's option, in whole or in part, at the $25.00 liquidation preference plus all accrued and unpaid dividends to, but not including, the date of redemption. The depositary shares have no stated maturity, are not subject to any sinking fund or mandatory redemption and are not convertible into any other securities of the Company except in connection with certain changes of control. Holders of the depositary shares generally have no voting rights, except for limited voting rights if the Company fails to pay dividends for six or more quarters (whether or not consecutive) and in certain other circumstances. The depositary shares representing the Series A Preferred trade on the NYSE under the ticker "CORRPrA." The aggregate par value of the preferred shares at December 31, 2017, was $52.00.
See Note 17 ("Subsequent Events"), for further information regarding the declaration of a dividend on the 7.375% Series A Cumulative Redeemable Preferred Stock.
COMMON STOCK
On December 31, 2015, the Company's Board of Directors authorized a share repurchase program for the Company to buy up to $10.0 million of its common stock. During 2016, the Company repurchased 90,613 shares for approximately $2.0 million in cash. Under the program, which expired December 31, 2016, the Company was authorized to repurchase shares from time to time through open market transactions, including through block purchases, privately negotiated transactions, or otherwise. There were no such repurchases in 2017. As of December 31, 2017, the Company had 11,915,830 of common shares issued and outstanding. See Note 17 ("Subsequent Events"), for further information regarding the declaration of a dividend on the common stock.
SHELF REGISTRATION
On February 18, 2016, the Company had a new shelf registration statement declared effective by the SEC, pursuant to which it may publicly offer additional debt or equity securities with an aggregate offering price of up to $600.0 million.
As of December 31, 2017, the Company had issued 62,215 shares of common stock under its dividend reinvestment plan pursuant to the February 18, 2016 shelf, reducing availability by approximately $1.8 million. Shelf availability was further reduced by approximately $73.8 million as a result of the follow-on offering of additional 7.375% Series A Preferred Stock during the second quarter of 2017. As of December 31, 2017, availability on the current shelf registration is approximately $524.5 million.
Earnings Per Share
EARNINGS PER SHARE
EARNINGS PER SHARE
Basic earnings per share data is computed based on the weighted-average number of shares of common stock outstanding during the periods. Diluted EPS data is computed based on the weighted-average number of shares of common stock outstanding, including all potentially issuable shares of common stock. Diluted EPS for the years ended December 31, 2017, 2016 and 2015 exclude the impact to income and to the potential number of shares outstanding from the conversion of the 7.00% Convertible Senior Notes because such impact is antidilutive. If converted, the 7.00% Convertible Senior Notes would result in an additional 3,454,545 common shares outstanding.
Earnings Per Share
 
For the Years Ended December 31,
 
2017
 
2016
 
2015
Net income attributable to CorEnergy stockholders
$
32,602,790

 
$
29,663,200

 
$
12,319,911

Less: preferred dividend requirements
7,953,988

 
4,148,437

 
3,848,828

Net income attributable to common stockholders
$
24,648,802

 
$
25,514,763

 
$
8,471,083

Weighted average shares - basic
11,900,516

 
11,901,985

 
10,685,892

Basic earnings per share
$
2.07

 
$
2.14

 
$
0.79

 
 
 
 
 
 
Net income attributable to common stockholders (from above)
$
24,648,802

 
$
25,514,763

 
$
8,471,083

Add: After tax effect of convertible interest

 

 

Income attributable for dilutive securities
$
24,648,802

 
$
25,514,763

 
$
8,471,083

Weighted average shares - diluted
11,900,516

 
11,901,985

 
10,685,892

Diluted earnings per share
$
2.07

 
$
2.14

 
$
0.79

Quarterly Financial Data (Unaudited)
Quarterly Financial Data (Unaudited)
QUARTERLY FINANCIAL DATA (Unaudited)
 
For the Fiscal 2017 Quarters Ended
 
March 31
 
June 30
 
September 30
 
December 31
Revenue
 
 
 
 
 
 
 
Lease revenue
$
17,066,526

 
$
17,050,092

 
$
17,173,676

 
$
17,513,510

Transportation and distribution revenue
5,010,590

 
4,775,780

 
5,270,628

 
4,888,575

Total Revenue
22,077,116

 
21,825,872

 
22,444,304

 
22,402,085

Expenses
 
 
 
 
 
 
 
Transportation and distribution expenses
1,335,570

 
1,362,980

 
2,384,182

 
1,646,975

General and administrative
3,061,240

 
2,558,339

 
2,632,546

 
2,534,372

Depreciation, amortization and ARO accretion expense
6,005,908

 
6,005,995

 
6,017,664

 
6,018,143

Total Expenses
10,402,718

 
9,927,314

 
11,034,392

 
10,199,490

Operating Income
$
11,674,398

 
$
11,898,558

 
$
11,409,912

 
$
12,202,595

Other Income (Expense)
 
 
 
 
 
 
 
Net distributions and dividend income
$
43,462

 
$
221,440

 
$
213,040

 
$
202,149

Net realized and unrealized gain (loss) on other equity securities
(544,208
)
 
614,634

 
1,340,197

 
121,204

Interest expense
(3,454,397
)
 
(3,202,837
)
 
(2,928,036
)
 
(2,793,245
)
Loss on extinguishment of debt

 

 
(234,433
)
 
(102,500
)
Total Other Expense
(3,955,143
)

(2,366,763
)

(1,609,232
)

(2,572,392
)
Income before income taxes
7,719,255

 
9,531,795

 
9,800,680

 
9,630,203

Taxes
 
 
 
 
 
 
 
Current tax expense (benefit)
(33,760
)
 
57,651

 
65,131

 
2,742,636

Deferred tax expense (benefit)
(298,846
)
 
38,084

 
126,440

 
(352,018
)
Income tax expense (benefit), net
(332,606
)
 
95,735

 
191,571

 
2,390,618

Net Income
8,051,861

 
9,436,060

 
9,609,109

 
7,239,585

Less: Net Income attributable to non-controlling interest
382,383

 
435,888

 
431,825

 
483,730

Net Income attributable to CorEnergy Stockholders
$
7,669,478

 
$
9,000,172

 
$
9,177,284

 
$
6,755,855

Preferred dividend requirements
1,037,109

 
2,123,129

 
2,396,875

 
2,396,875

Net Income attributable to Common Stockholders
$
6,632,369

 
$
6,877,043

 
$
6,780,409

 
$
4,358,980

 
 
 
 
 
 
 
 
Earnings Per Common Share:
 
 
 
 
 
 
 
Basic
$
0.56

 
$
0.58

 
$
0.57

 
$
0.37

Diluted
$
0.56

 
$
0.58

 
$
0.57

 
$
0.37


 
For the Fiscal 2016 Quarters Ended
 
March 31
 
June 30
 
September 30
 
December 31
Revenue
 
 
 
 
 
 
 
Lease revenue
$
16,996,072

 
$
16,996,072

 
$
16,996,155

 
$
17,005,831

Transportation and distribution revenue
5,099,451

 
5,064,680

 
5,119,330

 
5,810,651

Financing revenue
162,344

 

 

 

Total Revenue
22,257,867

 
22,060,752

 
22,115,485

 
22,816,482

Expenses
 
 
 
 
 
 
 
Transportation and distribution expenses
1,362,325

 
1,378,306

 
1,482,161

 
2,240,556

General and administrative
3,289,852

 
2,773,240

 
3,021,869

 
3,185,419

Depreciation, amortization and ARO accretion expense
5,296,818

 
5,737,025

 
5,744,266

 
5,744,762

Provision for loan loss and disposition
4,645,188

 
369,278

 

 

Total Expenses
14,594,183

 
10,257,849

 
10,248,296

 
11,170,737

Operating Income
$
7,663,684

 
$
11,802,903

 
$
11,867,189

 
$
11,645,745

Other Income (Expense)
 
 
 
 
 
 
 
Net distributions and dividend income
$
375,573

 
$
214,169

 
$
277,523

 
$
273,559

Net realized and unrealized gain (loss) on other equity securities
(1,628,752
)
 
1,199,665

 
1,430,858

 
(177,289
)
Interest expense
(3,926,009
)
 
(3,540,812
)
 
(3,520,856
)
 
(3,430,162
)
Total Other Expense
(5,179,188
)
 
(2,126,978
)
 
(1,812,475
)
 
(3,333,892
)
Income before income taxes
2,484,496

 
9,675,925

 
10,054,714

 
8,311,853

Taxes
 
 
 
 
 
 
 
Current tax expense (benefit)
(677,731
)
 
203,652

 
95,125

 
65,847

Deferred tax expense (benefit)
(577,395
)
 
206,786

 
388,027

 
(168,731
)
Income tax expense (benefit), net
(1,255,126
)
 
410,438

 
483,152

 
(102,884
)
Net Income
3,739,622

 
9,265,487

 
9,571,562

 
8,414,737

Less: Net Income attributable to non-controlling interest
348,501

 
310,960

 
340,377

 
328,370

Net Income attributable to CorEnergy Stockholders
$
3,391,121

 
$
8,954,527

 
$
9,231,185

 
$
8,086,367

Preferred dividend requirements
1,037,109

 
1,037,109

 
1,037,109

 
1,037,110

Net Income attributable to Common Stockholders
$
2,354,012

 
$
7,917,418

 
$
8,194,076

 
$
7,049,257

 
 
 
 
 
 
 
 
Earnings Per Common Share:
 
 
 
 
 
 
 
Basic
$
0.20

 
$
0.66

 
$
0.69

 
$
0.59

Diluted
$
0.20

 
$
0.66

 
$
0.68

 
$
0.59

Subsequent Events
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS
The Company performed an evaluation of subsequent events through the date of the issuance of these financial statements and determined that no additional items require recognition or disclosure, except for the following:
Common Stock Dividend
On January 24, 2018, the Company's Board of Directors declared a 2017 fourth quarter dividend of $0.75 per share for CorEnergy common stock. The dividend was paid on February 28, 2018, to stockholders of record on February 14, 2018.
Preferred Stock Dividend
On January 24, 2018, the Company's Board of Directors also declared a 2017 fourth quarter dividend of $0.4609375 per depositary share for its 7.375% Series A Cumulative Redeemable Preferred Stock. The preferred stock dividend was paid on February 28, 2018, to stockholders of record on February 14, 2018.
SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT
SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT
SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT
CorEnergy Infrastructure Trust, Inc.
CONDENSED BALANCE SHEETS
December 31, 2017
 
December 31, 2016
Assets
 
 
 
Leased property, net of accumulated depreciation of $927,838 and $743,458
$
3,865,818

 
$
4,050,198

Investments
479,840,250

 
451,603,448

Cash and cash equivalents
6,662,474

 
5,933,481

Due from subsidiary
7,302,678

 
9,770,878

Note receivable from subsidiary
83,250,000

 
128,244,591

Deferred costs, net of accumulated amortization of $226,342 and $1,240,297
2,255,425

 
1,548,255

Prepaid expenses and other assets
197,211

 
178,168

Total Assets
$
583,373,856

 
$
601,329,019

Liabilities and Equity
 
 
 
Secured credit facilities, net

 
80,527,408

Unsecured convertible senior notes, net of discount and debt issuance costs of $1,967,917 and $2,755,105
112,032,083

 
111,244,895

Accounts payable and other accrued liabilities
987,881

 
1,199,616

Management fees payable
1,748,426

 
1,735,024

Due to affiliate
153,640

 
153,640

Total Liabilities
$
114,922,030

 
$
194,860,583

Equity
 
 
 
Series A Cumulative Redeemable Preferred Stock 7.375%, $130,000,000 and $56,250,000 liquidation preference ($2,500 per share, $0.001 par value), 10,000,000 authorized; 52,000 and 22,500 issued and outstanding at December 31, 2017 and December 31, 2016, respectively
$
130,000,000

 
$
56,250,000

Capital stock, non-convertible, $0.001 par value; 11,915,830 and 11,886,216 shares issued and outstanding at December 31, 2017 and December 31, 2016 (100,000,000 shares authorized)
11,916

 
11,886

Additional paid-in capital
338,439,910

 
350,217,746

Accumulated other comprehensive loss

 
(11,196
)
Total Equity
468,451,826

 
406,468,436

Total Liabilities and Equity
$
583,373,856

 
$
601,329,019

See accompanying Schedule I Notes to Condensed Financial Statements.
SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT - CorEnergy Infrastructure Trust, Inc. - Continued
CONDENSED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
For the Years Ended December 31,
 
2017
 
2016
 
2015
Revenue
 
 
 
 
 
Lease revenue
$

 
$

 
$
638,243

Earnings from subsidiary
36,222,221

 
32,856,338

 
10,894,003

Total Revenue
36,222,221

 
32,856,338

 
11,532,246

Expenses
 
 
 
 
 
General and administrative
2,298,201

 
2,236,358

 
1,426,598

Depreciation expense
184,380

 
184,380

 
754,050

Amortization expense
5,316

 
5,316

 
5,316

Total Expenses
2,487,897

 
2,426,054

 
2,185,964

Operating Income
$
33,734,324

 
$
30,430,284

 
$
9,346,282

Other Income (Expense)
 
 
 
 
 
Net distributions and dividend income
$
96,866

 
$
12,963

 
$
13,542

Interest on loans to subsidiaries
11,549,344

 
11,705,465

 
9,294,537

Interest expense, net
(11,451,944
)
 
(12,485,510
)
 
(6,334,450
)
Loss on extinguishment of debt
(225,801
)
 

 

Total Other Income (Expense)
(31,535
)
 
(767,082
)
 
2,973,629

Net Income
$
33,702,789

 
$
29,663,202

 
$
12,319,911

 
 
 
 
 
 
Other comprehensive income:
 
 
 
 
 
Changes in fair value of qualifying hedges
11,196

 
(201,993
)
 
(262,505
)
Total Comprehensive Income
$
33,713,985

 
$
29,461,209

 
$
12,057,406

See accompanying Schedule I Notes to Condensed Financial Statements.
SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT - CorEnergy Infrastructure Trust, Inc. - Continued
CONDENSED STATEMENTS OF CASH FLOW
For the Years Ended December 31,
 
2017
 
2016
 
2015
Net cash provided by (used in) operating activities
$
1,661,123

 
$
(3,141,286
)
 
$
7,166,380

Investing Activities
 
 
 
 
 
Proceeds from sale of leased property held for sale

 

 
7,678,246

Issuance of note to subsidiary

 
(47,414,250
)
 

Principal payments received from notes to subsidiaries
40,092,095

 
11,899,659

 
2,570,000

Investment in consolidated subsidiaries
(33,900,000
)
 

 
(250,703,944
)
Cash distributions from consolidated subsidiaries
46,774,111

 
39,139,897

 
23,392,442

Net cash provided by (used in) investing activities
$
52,966,206

 
$
3,625,306

 
$
(217,063,256
)
Financing Activities
 
 
 
 
 
Debt financing costs
(1,360,241
)
 
(193,000
)
 
(1,439,929
)
Net offering proceeds on Series A preferred stock
71,161,531

 

 
54,210,476

Net offering proceeds on common stock

 

 
73,184,679

Net offering proceeds on convertible debt

 

 
111,262,500

Repurchases of common stock

 
(2,041,851
)
 

Repurchases of convertible debt

 
(899,960
)
 

Dividends paid on Series A preferred stock
(8,227,734
)
 
(4,148,437
)
 
(3,503,125
)
Dividends paid on common stock
(34,731,892
)
 
(34,896,727
)
 
(28,528,224
)
Advances on revolving line of credit
10,000,000

 
44,000,000

 
42,000,000

Payments on revolving line of credit
(54,000,000
)
 

 
(74,000,000
)
Proceeds from term debt

 

 
45,000,000

Principal payments on term debt
(36,740,000
)
 
(6,460,000
)
 
(1,800,000
)
Net cash provided by (used in) financing activities
$
(53,898,336
)
 
$
(4,639,975
)
 
$
216,386,377

Net Change in Cash and Cash Equivalents
$
728,993

 
$
(4,155,955
)
 
$
6,489,501

Cash and Cash Equivalents at beginning of period
5,933,481

 
10,089,436

 
3,599,935

Cash and Cash Equivalents at end of period
$
6,662,474

 
$
5,933,481

 
$
10,089,436

 
 
 
 
 
 
Supplemental Disclosure of Cash Flow Information
 
 
 
 
 
Interest Paid
$
10,080,764

 
$
11,335,654

 
$
5,254,591

Income taxes paid (net of refunds)

 

 
314,728

Non-Cash Investing Activities
 
 
 
 
 
Conversion of note receivable from subsidiary to investments
4,902,495

 

 

Non-Cash Financing Activities
 
 
 
 
 
Change in accounts payable and accrued expenses related to the issuance of equity

 

 
(72,685
)
Change in accounts payable and accrued expenses related to debt financing costs

 

 
(30,607
)
Reinvestment of distributions by common stockholders in additional common shares
962,308

 
815,889

 
817,915

See accompanying Schedule I Notes to Condensed Financial Statements.
NOTES TO SCHEDULE I CONDENSED FINANCIAL STATEMENTS
NOTE A - BASIS OF PRESENTATION
In the parent-company-only financial statements, the Company's investment in subsidiaries is stated at cost plus equity in undistributed earnings of subsidiaries since the date of acquisition. The parent-company-only financial statements should be read in conjunction with the Company's consolidated financial statements.
NOTE B - DIVIDENDS FROM SUBSIDIARIES
Cash dividends paid to CorEnergy Infrastructure Trust, Inc. from the Company's consolidated subsidiaries were $46.8 million, $39.1 million and $23.4 million for the years ended December 31, 2017, 2016 and 2015, respectively.
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION - CorEnergy Infrastructure Trust, Inc.
 
 
 
 
 
 
Initial Cost to Company
 
Costs Capitalized Subsequent to Acquisition
 
Gross Amount Carried at Close of Period 12/31/17
 
 
 
 
 
 
 
 
Description
 
Location
 
Encumbrances
 
Land
 
Building & Fixtures
 
Improvements / Adjustments (4)
 
Land
 
Building & Fixtures
 
Total
 
Accumulated Depreciation
 
Investment in Real Estate, net, at 12/31/17
 
Date Acquired
 
Life on which depreciation in latest income statement is computed
Pinedale LGS (1)(6)
 
Pinedale, WY
 
$
41,000,000

 
$
105,485,063

 
$
125,119,062

 
$

 
$
105,485,063

 
$
125,119,062

 
$
230,604,125

 
$
44,632,098

 
$
185,972,027

 
2012
 
26 years
Portland Terminal Facility (2)(5)
 
Portland, OR
 

 
13,700,000

 
27,961,956

 
10,000,000

 
13,700,000

 
37,961,956

 
51,661,956

 
4,744,350

 
46,917,606

 
2014
 
30 years
United Property Systems (5)
 
St. Louis, MO
 

 
210,000

 
1,188,000

 
75,022

 
210,000

 
1,263,022

 
1,473,022

 
101,434

 
1,371,588

 
2014
 
40 years
Grand Isle Gathering System (3)(4)(5)
 
Gulf of Mexico
 

 
960,000

 
258,471,397

 
(5,058,280
)
 
960,000

 
253,413,117

 
254,373,117

 
22,677,871

 
231,695,246

 
2015
 
27 years
 
 
 
 
$
41,000,000

 
$
120,355,063

 
$
412,740,415

 
$
5,016,742

 
$
120,355,063

 
$
417,757,157

 
$
538,112,220

 
$
72,155,753

 
$
465,956,467

 
 
 
 
(1) In connection with the asset acquisition, CorEnergy and Pinedale LP incurred acquisition costs of $2,557,910, which are included in the total asset balance.
(2) In connection with the asset acquisition, LCP Oregon Holdings incurred acquisition costs of $1,777,956, which are included in the total asset balance.
(3) In connection with the asset acquisition, Grand Isle Gathering System incurred acquisition costs of $1,931,396, which are included in the total asset balance.
(4) Initial costs associated with the GIGS asset include amounts capitalized related to an acquired asset retirement obligation (ARO). The negative subsequent adjustment relates to downward revisions of the ARO based on periodic reevaluation as required under FASB ASC 410-20.
(5) These 3 properties serve as collateral under the CorEnergy Credit Facility. There are no amounts outstanding on the credit facility as of December 31, 2017.
(6) The amount outstanding for the Amended Pinedale Term Credit Facility is $41,000,000, which was refinanced with Prudential on December 29, 2017.
NOTES TO SCHEDULE III - CONSOLIDATED REAL ESTATE AND ACCUMULATED DEPRECIATION
Reconciliation of Real Estate and Accumulated Depreciation
 
For the Years Ended December 31,
 
2017
 
2016
 
2015
Investment in real estate:
 
 
 
 
 
Balance, beginning of year
$
541,478,086

 
$
543,095,478

 
$
293,823,903

Addition: Acquisitions and developments
9,649

 
65,371

 
263,398,424

Deduction: Dispositions and other(1)
(3,375,515
)
 
(1,682,763
)
 
(14,126,849
)
Balance, end of year
$
538,112,220

 
$
541,478,086

 
$
543,095,478

Accumulated depreciation:
 
 
 
 
 
Balance, beginning of year
$
52,219,717

 
$
33,869,263

 
$
25,295,958

Addition: Depreciation
19,936,036

 
18,350,454

 
15,021,908

Deduction: Dispositions and other

 

 
(6,448,603
)
Balance, end of year
$
72,155,753

 
$
52,219,717

 
$
33,869,263

(1) The Grand Isle Gathering System had a change in estimate related to the ARO in 2017 and 2016.

The aggregate cost of the properties is approximately $2.6 million lower for federal income tax purposes at December 31, 2017. The tax basis of the properties is unaudited.
SCHEDULE IV - MORTGAGE LOANS ON REAL ESTATE
SCHEDULE IV - MORTGAGE LOANS ON REAL ESTATE
SCHEDULE IV - MORTGAGE LOANS ON REAL ESTATE - CorEnergy Infrastructure Trust, Inc.
Description
 
Interest Rate
 
Final Maturity
 
Monthly Payment Amount (2)
 
Prior Liens
 
Face Value
 
Carrying Amount of Mortgage
 
Principal Amount of Loans Subject to Delinquent Principal or Interest
First Mortgages
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Billings, Dunn and McKenzie Counties, North Dakota (Morlock Well)
 
10.00%
 
6/30/2026
 
$
33,333

 
None
 
$
4,000,000

 
$
1,500,000

(1)
$
4,000,000

Second Mortgages
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Billings, Dunn and McKenzie Counties, North Dakota (Morlock Well)
 
13.00%
 
12/31/2024
 
$
10,833

 
None
 
1,000,000

 

(1)
1,000,000

 
 
 
 
 
 
 
 
 
 
$
5,000,000

 
$
1,500,000

 
$
5,000,000

(1) Due to decreased economic activity, a provision for loan loss was recorded for these loans. See Note 4 ("Financing Notes Receivable") for further information.
(2) Loans currently in forbearance period and on non-accrual status.
NOTES TO SCHEDULE IV - CONSOLIDATED MORTGAGE LOANS ON REAL ESTATE
Reconciliation of Mortgage Loans on Real Estate
 
For the Years Ended December 31,
 
2017
 
2016
 
2015
Beginning balance
$
1,500,000

 
$
6,877,021

 
$
20,435,170

Additions:
 
 
 
 
 
New loans

 
100,000

 

Net deferred costs

 

 
(8,211
)
Interest receivable (1)

 
(95,114
)
 
302,395

Total Additions
$

 
$
4,886

 
$
294,184

Deductions:
 
 
 
 
 
Principal repayments
$

 
$

 
$
100,000

Foreclosures

 
1,857,000

 

Amortization of deferred costs

 
(2,025
)
 
(6,804
)
Principal, Interest and Deferred Costs Write Down (2)

 
3,526,932

 
13,759,137

Total deductions
$

 
$
5,381,907

 
$
13,852,333

Ending balance
$
1,500,000

 
$
1,500,000

 
$
6,877,021

(1) In 2016, $100 thousand of interest receivable on the SWD Enterprises REIT note was converted to principal.
(2) For 2016, the amount of provision for loan loss on the income statement also includes (a) $656 thousand of loan losses not related to mortgage loans and (b) $832 thousand of losses associated with the foreclosure and sale of Black Bison. For 2015, the amount of provision for loan loss on the Income Statement includes $25 thousand that relates to a write down of a prepaid asset relating to the Black Bison loans.
Significant Accounting Policies (Policies)
Basis of Presentation
The accompanying consolidated financial statements include CorEnergy accounts and the accounts of its wholly-owned subsidiaries and have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") set forth in the Accounting Standards Codification ("ASC"), as published by the Financial Accounting Standards Board ("FASB"), and with the Securities and Exchange Commission ("SEC") instructions to Form 10-K. The accompanying consolidated financial statements reflect all adjustments that are, in the opinion of management, necessary for a fair presentation of the Company's financial position, results of operations and cash flows for the periods presented. There were no adjustments that, in the opinion of management, were not of a normal and recurring nature. All intercompany transactions and balances have been eliminated in consolidation, and the net earnings are reduced by the portion of net earnings attributable to non-controlling interests.
Use of Estimates – The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Leased Property – The Company includes assets subject to lease arrangements within leased property, net of accumulated depreciation, in the Consolidated Balance Sheets. Lease payments received are reflected in lease revenue on the Consolidated Statements of Income, net of amortization of any off-market adjustments. Costs in connection with the creation and execution of a lease are capitalized and amortized over the lease term. See Note 3 ("Leased Properties And Leases") for further discussion.
Property and Equipment – Property and equipment are stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful life of the asset. Expenditures for repairs and maintenance are charged to operations as incurred, and improvements, which extend the useful lives of assets, are capitalized and depreciated over the remaining estimated useful life of the asset. The Company initially records long-lived assets at their purchase price plus any direct acquisition costs, unless the transaction is accounted for as a business combination, in which case the acquisition costs are expensed as incurred. If the transaction is accounted for as a business combination, the Company allocates the purchase price to the acquired tangible and intangible assets and liabilities based on their estimated fair values.
Long-Lived Asset Impairment – The Company's long-lived assets consist primarily of a subsea midstream pipeline system, liquids gathering system, petroleum products terminal and natural gas pipelines that have been obtained through asset acquisitions and a business combination. Management continually monitors its business, the business environment and performance of its operations to determine if an event has occurred that indicates that the carrying value of a long-lived asset may be impaired. When a triggering event occurs, which is a determination that involves judgment, management utilizes cash flow projections to assess its ability to recover the carrying value of its assets based on the Company's long-lived assets' ability to generate future cash flows on an undiscounted basis. This differs from the evaluation of goodwill, for which the recoverability assessment utilizes fair value estimates that include discounted cash flows in the estimation process and accordingly any goodwill impairment recognized may not be indicative of a similar impairment of the related underlying long-lived assets.
Management's projected cash flows of long-lived assets are generally based on contractual cash flows relating to existing leases that extend many years into the future. If those cash flow projections indicate that the long-lived asset's carrying value is not recoverable, management records an impairment charge for the excess of carrying value of the asset over its fair value. The estimate of fair value considers a number of factors, including the potential value that would be received if the asset were sold, discount rates and projected cash flows. Due to the imprecise nature of these projections and assumptions, actual results can differ from management's estimates. There were no impairments of long-lived assets recorded during the years ended December 31, 2017, 2016 or 2015.
Financing Notes Receivable – Financing notes receivable are presented at face value plus accrued interest receivable and deferred loan origination costs and net of related direct loan origination income. Each quarter the Company reviews its financing notes receivable to determine if the balances are realizable based on factors affecting the collectability of those balances. Factors may include credit quality, timeliness of required periodic payments, past due status and management discussions with obligors. The Company evaluates the collectability of both interest and principal of each of its loans to determine if an allowance is needed. An allowance will be recorded when based on current information and events, the Company determines it is probable that it will be unable to collect all amounts due according to the existing contractual terms. If the Company does determine an allowance is necessary, the amount deemed uncollectable is expensed in the period of determination. An insignificant delay or shortfall in the amount of payments does not necessarily result in the recording of an allowance. Generally, when interest and/or principal payments on a loan become past due, or if the Company does not otherwise expect the borrower to be able to service its debt and other obligations, the Company will place the loan on non-accrual status and will generally cease recognizing financing revenue on that loan until all principal and interest have been brought current. Interest income recognition is resumed if and when the previously reserved-for financing notes become contractually current and performance has been demonstrated. Payments received subsequent to the recording of an allowance will be recorded as a reduction to principal.
Investment Securities – The Company's investments in securities are classified as other equity securities and represent interests in private companies which the Company has elected to report at fair value under the fair value option. These investments generally are subject to restrictions on resale, have no established trading market and are valued on a quarterly basis. Because of the inherent uncertainty of valuation, the fair values of such investments, which are determined in accordance with procedures approved by the Company's Board of Directors, may differ materially from the values that would have been used had a ready market existed for the investments.
The Company determines fair value to be the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company has determined the principal market, or the market in which the Company exits its private portfolio investments with the greatest volume and level of activity, to be the private secondary market. Typically, private companies are bought and sold based on multiples of EBITDA, cash flows, net income, revenues, or in limited cases, book value.
For private company investments, value is often realized through a liquidity event. Therefore, the value of the company as a whole (enterprise value) at the reporting date often provides the best evidence of the value of the investment and is the initial step for valuing the Company's privately issued securities. For any one company, enterprise value may best be expressed as a range of fair values, from which a single estimate of fair value will be derived. In determining the enterprise value of a portfolio company, an analysis is prepared consisting of traditional valuation methodologies including market and income approaches. The Company considers some or all of the traditional valuation methods based on the individual circumstances of the portfolio company in order to derive its estimate of enterprise value.
The fair value of investments in private portfolio companies is determined based on various factors, including enterprise value, observable market transactions, such as recent offers to purchase a company, recent transactions involving the purchase or sale of the equity securities of the company, or other liquidation events. The determined equity values may be discounted when the Company has a minority position, or is subject to restrictions on resale, has specific concerns about the receptivity of the capital markets to a specific company at a certain time, or other comparable factors exist.
The Company undertakes a multi-step valuation process each quarter in connection with determining the fair value of private investments. It has retained an independent valuation firm to provide third party valuation consulting services based on procedures that the Company has identified and may ask them to perform from time to time on all or a selection of private investments as determined by the Company. The multi-step valuation process is specific to the level of assurance that the Company requests from the independent valuation firm. For positive assurance, the process is as follows:
The independent valuation firm prepares the valuations and the supporting analysis.
The valuation report is reviewed and approved by senior management.
The Audit Committee of the Board of Directors reviews the supporting analysis and accepts the valuations.
Fair Value Measurements – FASB ASC 820, Fair Value Measurements and Disclosure ("ASC 820"), defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. Various inputs are used in determining the fair value of the Company's assets and liabilities. These inputs are summarized in the three broad levels listed below:
Level 1 - quoted prices in active markets for identical investments
Level 2 - other significant observable inputs (including quoted prices for similar investments, market corroborated inputs, etc.)
Level 3 - significant unobservable inputs (including the Company's own assumptions in determining the fair value of investments)
See Note 10 ("Fair Value") for further discussion of the Company's fair value measurements.
Cash and Cash Equivalents – The Company maintains cash balances at financial institutions in amounts that regularly exceed FDIC insured limits. The Company's cash equivalents are comprised of short-term, liquid money market instruments.
Accounts and other receivables – Accounts receivable are presented at face value net of an allowance for doubtful accounts within accounts and other receivables on the balance sheet. Accounts are considered past due based on the terms of sale with the customers. The Company reviews accounts for collectability based on an analysis of specific outstanding receivables, current economic conditions and past collection experience. For the years ended December 31, 2017 and 2016, the Company determined that an allowance for doubtful accounts was not necessary.
J. Deferred rent receivables – Lease receivables are determined according to the terms of the lease agreements entered into by the Company and its lessees, as discussed within Note 3 ("Leased Properties And Leases"). Lease receivables primarily represent timing differences between straight-line revenue recognition and contractual lease receipts. As of December 31, 2017, lease payments by the Company's tenants have remained timely and without lapse.
Goodwill – Goodwill represents the excess of the amount paid for the MoGas business over the fair value of the net identifiable assets acquired. To comply with ASC 350, Intangibles - Goodwill and Other ("ASC 350"), the Company performs an impairment test for goodwill annually, or more frequently in the event that a triggering event has occurred. December 31st is the Company's annual testing date associated with its MoGas reporting unit.
In January 2017, the FASB issued ASU 2017-04, "Simplifying the Test for Goodwill Impairment" ("ASU 2017-04"), which simplifies how an entity is required to test goodwill for impairment by eliminating step two from the goodwill impairment test. Under the amendments in ASU 2017-04, an entity should recognize an impairment charge for the amount by which the carrying amount of a reporting unit exceeds its fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. The standard is effective for annual or interim tests performed in fiscal years beginning after December 15, 2019. Early adoption is permitted for goodwill impairment tests performed on testing dates after January 1, 2017. Effective January 1, 2017, the Company elected to early adopt this standard.
In accordance with ASC 350, a company may elect to perform a qualitative assessment to determine whether the quantitative impairment test is required. If the company elects to perform a qualitative assessment, the quantitative impairment test is required only if the conclusion is that it is more likely than not that the reporting unit's fair value is less than its carrying amount. If a company bypasses the qualitative assessment, the quantitative goodwill impairment test should be followed in step one.
Step one compares the fair value of the reporting unit to its carrying value to identify and measure any potential impairment. The reporting unit fair value is based upon consideration of various valuation methodologies, one of which is projecting future cash flows discounted at rates commensurate with the risks involved ("Discounted Cash Flow" or "DCF"). Assumptions used in a DCF require the exercise of significant judgment, including judgment about appropriate discount rates and terminal values, growth rates and the amount and timing of expected future cash flows. Forecasted cash flows require management to make judgments and assumptions, including estimates of future volumes and rates. Declines in volumes or rates from those forecasted, or other changes in assumptions, may result in a change in management's estimate and result in an impairment.
The Company elected to perform a qualitative goodwill impairment assessment for the year ended December 31, 2017. In performing the qualitative assessment, the Company analyzed the key drivers and other external factors that impact the business in order to determine if any significant events, transactions or other factors had occurred or are expected to occur that would impair earnings or competitiveness, therefore impairing the fair value of the MoGas reporting unit. After assessing the totality of events and circumstances, it was determined that it was not more likely than not that the fair value of the MoGas reporting unit was less than the carrying value, and so it was not necessary to perform the quantitative step one valuation. Key drivers that were considered in the qualitative evaluation of the MoGas reporting unit included: general economic conditions, continued recovery of the energy markets, natural gas pricing, input costs, liquidity and capital resources and customer outlook. Additionally, the Company considered the quantitative impairment analysis performed for the prior year test as of December 31, 2016, including potential updates to key valuation assumptions, in determining that it was not more likely than not that goodwill was impaired for the current year assessment.
Debt Discount and Debt Issuance Costs – Costs incurred for the issuance of new debt are capitalized and amortized into interest expense over the debt term. Issuance costs related to long-term debt are recorded as a direct deduction from the carrying amount of that debt liability, net of accumulated amortization. Issuance costs related to line-of-credit arrangements however, are presented as an asset instead of a direct deduction from the carrying amount of the debt. See Note 11 ("Debt") for further discussion. In accordance with ASC 470, Debt ("ASC 470"), the Company recorded its Convertible Senior Notes at the aggregate principal amount, less discount. The Company is amortizing the debt discount over the life of the convertible notes as additional non-cash interest expense utilizing the effective interest method. Refer to Note 11 ("Debt") for additional information.
Asset Retirement Obligations – The Company follows ASC 410-20, Asset Retirement Obligations, which requires that an asset retirement obligation ("ARO") associated with the retirement of a long-lived asset be recognized as a liability in the period in which it is incurred and becomes determinable, with an offsetting increase in the carrying amount of the associated asset. The Company recognized an existing ARO in conjunction with the acquisition of the GIGS in June 2015.
The Company measures changes in the ARO liability due to passage of time by applying an interest method of allocation to the amount of the liability at the beginning of the period. The increase in the carrying amount of the liability is recognized as an expense classified as an operating item in the statement of income, hereinafter referred to as ARO accretion expense. The Company periodically reassesses the timing and amount of cash flows anticipated associated with the ARO and adjusts the fair value of the liability accordingly under the guidance in ASC 410-20.
The fair value of the obligation at the acquisition date was capitalized as part of the carrying amount of the related long-lived assets and is being depreciated over the asset's remaining useful life. The useful lives of most pipeline gathering systems are primarily derived from available supply resources and ultimate consumption of those resources by end users. Adjustments to the ARO resulting from reassessments of the timing and amount of cash flows will result in changes to the retirement costs capitalized as part of the carrying amount of the asset.
Refer to Note 12 ("Asset Retirement Obligation") for additional information.
Revenue Recognition – Specific recognition policies for the Company's revenue items are as follows:
Lease revenue – Base rent related to the Company's leased property is recognized on a straight-line basis over the term of the lease when collectability is reasonably assured. Participating rent is recognized when it is earned, based on the achievement of specified performance criteria. Rental payments received in advance are classified as unearned revenue and included as a liability within the Consolidated Balance Sheets. Unearned revenue is amortized ratably over the lease period as revenue recognition criteria are met. Rental payments received in arrears are accrued and classified as deferred rent receivable and included in assets within the Consolidated Balance Sheets.
Transportation and distribution revenue – This represents revenue related to natural gas transportation, distribution and supply. Transportation revenues are recognized by MoGas on firm contracted capacity over the contract period regardless of whether the contracted capacity is used. For interruptible or volumetric based transportation, revenue is recognized when physical deliveries of natural gas are made at the delivery point agreed upon by both parties. Distribution revenue is recognized by Omega based on agreed upon contractual terms over each annual period during the terms of the contract. Beginning February 1, 2016, due to changes that commenced under a new contract with the Department of Defense ("DOD"), gas sales and cost of gas sales are presented on a net basis in the transportation and distribution revenue line.
Omega is also paid fees for the operation and maintenance of its natural gas distribution system, including any necessary expansion of the distribution system. Omega is responsible for the coordination, supervision, and quality of the expansions while actual construction is generally performed by third party contractors. Revenues from expansion efforts are recognized using either a completed contract, percentage of completion, or cost-plus method based on the level and volume of estimates utilized, as well as the certainty or uncertainty of the Company's ability to collect those revenues. Under the new DOD contract, the annual contracted amount for pipeline maintenance is invoiced monthly by Omega on a straight-line basis. Amounts invoiced in excess of earned revenue are classified as unearned revenue or earned revenues exceeding amounts invoiced are classified as prepaid expenses and other assets, within the Consolidated Balance Sheets.
Financing revenue – Historically, financing notes receivable have been considered a core product offering and therefore the related income is presented as a component of operating income. For increasing rate loans, base interest income is recorded ratably over the life of the loan, using the effective interest rate. The net amount of deferred loan origination income and costs are amortized on a straight-line basis over the life of the loan and reported as an adjustment to yield in financing revenue. Participating financing revenues are recorded when specific performance criteria have been met.
Transportation and distribution expense Included here are both MoGas' costs of operating and maintaining the natural gas transmission line and Omega's costs of operating and maintaining the natural gas distribution system, including any necessary expansion of the distribution system. These costs are incurred both internally and externally. The internal costs relate to system control, pipeline operations, maintenance, insurance and taxes. Other internal costs include payroll for employees associated with gas control, field employees and management. The external costs consist of professional services such as audit and accounting, legal and regulatory and engineering.
Historically, Omega's amounts paid for gas and propane delivered to customers were presented as cost of sales. Beginning February 1, 2016, under a new contract with the Department of Defense, amounts paid by Omega for gas and propane are netted against sales and are presented in the transportation and distribution revenue line. See paragraph (N) above.
Other Income Recognition Specific policies for the Company's other income items are as follows:
Net distributions and dividend income from investments – Distributions and dividends from investments are recorded on their ex-dates and are reflected as other income within the accompanying Consolidated Statements of Income. Distributions received from the Company's investments are generally characterized as ordinary income, capital gains and distributions received from investment securities. The portion characterized as return of capital is paid by the Company's investees from their cash flow from operations. The Company records investment income, capital gains and distributions received from investment securities based on estimates made at the time such distributions are received. Such estimates are based on information available from each company and other industry sources. These estimates may subsequently be revised based on information received from the entities after their tax reporting periods are concluded, as the actual character of these distributions is not known until after the fiscal year end of the Company.
Net realized and unrealized gain (loss) from investments – Securities transactions are accounted for on the date the securities are purchased or sold. Realized gains and losses are reported on an identified cost basis. The Company records investment income and return of capital based on estimates made at the time such distributions are received. Such estimates are based on information available from the portfolio company and other industry sources. These estimates may subsequently be revised based on information received from the portfolio company after their tax reporting periods are concluded, as the actual character of these distributions are not known until after the Company's fiscal year end.
Asset Acquisition Expenses – Costs incurred in connection with the research of real property acquisitions not accounted for as business combinations are expensed until it is determined that the acquisition of the real property is probable. Upon such determination, costs incurred in connection with the acquisition of the property are capitalized as described in paragraph (C) above. Deferred costs related to an acquisition that the Company has determined, based on management's judgment, not to pursue are expensed in the period in which such determination is made. Costs incurred in connection with a business combination are expensed as incurred.
Offering Costs – Offering costs related to the issuance of common or preferred stock are charged to additional paid-in capital when the stock is issued.
Derivative Instruments and Hedging Activities – The Company has used forward swap contracts primarily to reduce exposure to changes in interest rates on a portion of its variable-rate debt and to provide a cash flow hedge. In accordance with FASB ASC 815, Derivatives and Hedging ("ASC 815"), these derivative contracts have been recorded on the balance sheet at fair value. Historically, these derivative instruments have been designated as hedges for accounting purposes. The measurement of the cash flow hedge ineffectiveness has historically been recognized in earnings, when applicable. The effective portion of the gain or loss on qualifying swaps has been reported in accumulated other comprehensive income ("AOCI"), in accordance with ASC 815. For swaps de-designated as cash flow hedges, changes in fair value of the swaps have been fully recognized in earnings. See Note 13 ("Interest Rate Hedge Swaps") for further discussion.
Earnings Per Share – Basic earnings per share ("EPS") is computed using the weighted average number of common shares outstanding during the period. Diluted EPS is computed using the weighted average number of common and dilutive common equivalent shares outstanding during the period except for periods of net loss for which no common share equivalents are included because their effect would be anti-dilutive. Dilutive common equivalent shares consist of shares issuable upon conversion of the Convertible Notes calculated using the if-converted method.
Federal and State Income Taxation – In 2013 the Company qualified for REIT status, and in March 2014 elected (effective as of January 1, 2013), to be treated as a REIT for federal income tax purposes. Because certain of its assets may not produce REIT-qualifying income or be treated as interests in real property, those assets are held in wholly-owned TRSs in order to limit the potential that such assets and income could prevent the Company from qualifying as a REIT.
As a REIT, the Company holds and operates certain of its assets through one or more wholly-owned TRSs. The Company's use of TRSs enables it to continue to engage in certain businesses while complying with REIT qualification requirements and also allows it to retain income generated by these businesses for reinvestment without the requirement of distributing those earnings. In the future, the Company may elect to reorganize and transfer certain assets or operations from its TRSs to the Company or other subsidiaries, including qualified REIT subsidiaries.
The Company's trading securities and other equity securities are limited partnerships or limited liability companies which are treated as partnerships for federal and state income tax purposes. As a limited partner, the Company reports its allocable share of taxable income in computing its own taxable income. To the extent held by a TRS, the TRS's tax expense or benefit is included in the Consolidated Statements of Income based on the component of income or gains and losses to which such expense or benefit relates. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A valuation allowance is recognized if, based on the weight of available evidence, it is more likely than not that some portion or all of the deferred income tax asset will not be realized. It is expected that for the year ended December 31, 2017, and future periods, any deferred tax liability or asset generated will be related entirely to the assets and activities of the Company's TRSs.
If the Company ceased to qualify as a REIT, the Company, as a C corporation, would be obligated to pay federal and state income tax on its taxable income.
Recent Accounting Pronouncements – In May 2014, the FASB issued ASU No. 2014-09 "Revenue from Contracts with Customers" ("ASU 2014-09"), which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The standard was originally effective for interim and annual periods beginning after December 15, 2016. On July 9, 2015, the FASB approved a one-year deferral of the effective date making the standard effective for interim and annual periods beginning after December 15, 2017. During adoption, the standard permits the use of either a full retrospective or modified retrospective transition method. The Company has selected to use the modified retrospective transition method. As part of its assessment work, the Company formed an implementation team, completed training on the new revenue recognition model and completed a review of its contracts. The Company has substantially completed its evaluation of the impact that this standard will have on its consolidated financial statements and disclosures, as well as its processes and internal controls. A substantial portion of the Company's revenue consists of rental income from leasing arrangements, which is not impacted by the new standard as it is specifically excluded from ASU 2014-09. However, on January 1, 2018 the Company expects to record a transition adjustment which will decrease the beginning balance of retained earnings and establish a contract liability of approximately $3.3 million under the modified retrospective transition method. The transition adjustment relates to a step-down in rates associated with a long-term contract with a customer at MoGas, which requires the transaction price to be allocated ratably over the contractual performance obligation under the new guidance.
In January 2016, the FASB issued ASU 2016-01 "Financial Instruments — Overall: Recognition and Measurement of Financial Assets and Financial Liabilities," which will require entities to measure their investments at fair value and recognize any changes in fair value in net income unless the investments qualify for the new practicability exception. The practicability exception will be available for equity investments that do not have readily determinable fair values. The guidance is effective for fiscal years beginning after December 15, 2017. The adoption of this new standard will not have a material impact on the Company's consolidated financial statements as its investments are currently recorded at fair value.
In February 2016, the FASB issued ASU 2016-02 "Leases" ("ASU 2016-02"), which amends the existing accounting standards for lease accounting, including requiring lessees to recognize most leases on their balance sheets and making targeted changes to lessor accounting. ASU 2016-02 is effective for fiscal years and interim periods beginning after December 15, 2018, with early adoption permitted. At adoption, the standard will be applied using a modified retrospective approach. Management is in the process of evaluating the impact of the standard on its consolidated financial statements and related disclosures.
In June 2016, the FASB issued ASU 2016-13 "Financial Instruments - Credit Losses" ("ASU 2016-13"), which introduces an approach based on expected losses to estimate credit losses on certain types of financial instruments. The new model, referred to as the current expected credit losses ("CECL model"), will apply to financial assets subject to credit losses and measured at amortized cost and certain off-balance sheet credit exposures. ASU 2016-13 is effective for fiscal years beginning after December 15, 2019, including interim periods within that fiscal year. Early application of the guidance will be permitted for all entities for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Management is currently evaluating the impact that adopting the new standard will have on the Company's consolidated financial statements but believes that, unless the Company acquires any additional financing receivables, the impact would not be material.
In August 2016, the FASB issued ASU 2016-15, "Statement of Cash Flows: Classification of Certain Cash Receipts and Cash Payments". This new standard will make eight targeted changes to how cash receipts and cash payments are presented and classified in the statement of cash flows. The new standard is effective for fiscal years beginning after December 15, 2017 and will require adoption on a retrospective basis unless it is impracticable to apply, in which case the Company would be required to apply the amendments prospectively as of the earliest date practicable. Management has evaluated the impact of the new standard and does not expect that its adoption will have a material impact.
In January 2017, the FASB issued ASU 2017-01, "Clarifying the Definition of a Business," which clarifies the definition of "a business" to assist entities with evaluating whether transactions should be accounted for as acquisitions or disposals of assets or businesses. The standard introduces a screen for determining when assets acquired are not a business and clarifies that a business must include, at a minimum, an input and a substantive process that contribute to an output to be considered a business. This standard is effective for fiscal years beginning after December 15, 2017, including interim periods within that reporting period. Early adoption is allowed for transactions where the acquisition (or subsidiary deconsolidation) occurs before the effective date of the amendments and the transaction has not been previously reported in the financial statements. Management has evaluated the impact of the new standard and does not expect that its adoption will have a material impact.
Leased Properties and Leases (Tables)
The following table summarizes the significant leased properties, major tenants and lease terms:
Summary of Leased Properties, Major Tenants and Lease Terms
Property
Grand Isle Gathering System
Pinedale LGS(1)
Portland Terminal Facility
Location
Gulf of Mexico/Louisiana
Pinedale, WY
Portland, OR
Tenant
Energy XXI GIGS Services, LLC
Ultra Wyoming LGS, LLC
Zenith Energy Terminals Holdings LLC
Asset Description
Approximately 153 miles of offshore pipeline with total capacity of 120 thousand Bbls/d, including a 16-acre onshore terminal and saltwater disposal system.
Approximately 150 miles of pipelines and four central storage facilities.
A 39-acre rail and marine facility property adjacent to the Willamette River with 84 tanks and total storage capacity of approximately 1.5 million barrels.
Date Acquired
June 2015
December 2012
January 2014
Initial Lease Term
11 years
15 years
15 years(3)
Renewal Option
Equal to the lesser of 9-years or 75 percent of the remaining useful life
5-year terms
5-year terms
Current Monthly Rent Payments
7/1/16 - 6/30/17: $2,826,250
7/1/17 - 6/30/18: $2,854,667
$1,741,933(2)
$513,355
Estimated Useful Life
27 years
26 years
30 years
(1) Non-Controlling Interest Partner, Prudential, funded a portion of the original Pinedale LGS acquisition and, as a limited partner, held 18.95 percent of the economic interest in Pinedale LP. Pinedale LP I, a wholly-owned subsidiary of the Company, acquired Prudential's 18.95 percent economic interest on December 29, 2017. Pinedale GP, a wholly-owned subsidiary of the Company, holds the remaining 81.05 percent economic interest.
(2) Monthly rent payments increased to $1,776,772 beginning January 1, 2018.
(3) The lessee of the Portland Terminal Facility has a purchase option beginning in February 2017, which it can exercise with 90-days notice, as well as lease termination options on the fifth and tenth anniversaries of the lease. If exercised, the purchase option and termination options are subject to additional payment provisions and termination fees prescribed under the lease.
The future contracted minimum rental receipts for all leases as of December 31, 2017, are as follows:
Future Minimum Lease Receipts (1)
Year Ending December 31,
Amount
2018
$
61,828,029

2019
64,103,462

2020
71,264,921

2021
77,445,396

2022
76,553,434

Thereafter
302,242,184

Total
$
653,437,426

(1) Future minimum lease receipts include base rents for the Portland Terminal Facility through its initial 15-year term.
The table below displays the Company's individually significant leases as a percentage of total leased properties and total lease revenues for the periods presented:
 
As a Percentage of (1)
 
Leased Properties
 
Lease Revenues
 
As of December 31,
 
For the Years Ended December 31,
 
2017
 
2016
 
2017
 
2016
 
2015
Pinedale LGS
39.9
%
 
39.8
%
 
31.2
%
 
30.4
%
 
42.9
%
Grand Isle Gathering System
49.7
%
 
50.0
%
 
59.1
%
 
59.8
%
 
42.3
%
Portland Terminal Facility
10.1
%
 
9.9
%
 
9.6
%
 
9.7
%
 
13.3
%
(1) Insignificant leases are not presented; thus percentages may not sum to 100%.
The following table reflects the depreciation and amortization included in the accompanying Consolidated Statements of Income associated with the Company's leases and leased properties:
 
For the Years Ended December 31,
 
2017
 
2016
 
2015
Depreciation Expense
 
 
 
 
 
GIGS
$
9,754,596

 
$
8,605,506

 
$
4,317,769

Pinedale
8,869,440

 
8,869,440

 
8,869,440

Portland Terminal Facility
1,275,660

 
843,084

 
1,235,369

Eastern Interconnect Project

 

 
569,670

United Property Systems
36,298

 
32,424

 
29,700

Total Depreciation Expense
$
19,935,994

 
$
18,350,454

 
$
15,021,948

Amortization Expense - Deferred Lease Costs
 
 
 
 
 
GIGS
$
30,564

 
$
30,564

 
$
15,130

Pinedale
61,368

 
61,368

 
61,368

Total Amortization Expense - Deferred Lease Costs
$
91,932

 
$
91,932

 
$
76,498

ARO Accretion Expense
 
 
 
 
 
GIGS
$
663,065

 
$
726,664

 
$
339,042

Total ARO Accretion Expense
$
663,065

 
$
726,664

 
$
339,042

The following table reflects the deferred costs that are included in the accompanying Consolidated Balance Sheets associated with the Company's leased properties:
 
December 31, 2017
 
December 31, 2016
Net Deferred Lease Costs
 
 
 
GIGS
$
259,883

 
$
290,447

Pinedale
611,717

 
673,085

Total Deferred Lease Costs, net
$
871,600

 
$
963,532

Income Taxes (Tables)
Components of the Company's deferred tax assets and liabilities as of December 31, 2017 and 2016, are as follows:
Deferred Tax Assets and Liabilities
 
December 31, 2017
 
December 31, 2016
Deferred Tax Assets:
 
 
 
Net operating loss carryforwards
$
957,719

 
$
1,144,818

Net unrealized loss on investment securities

 
61,430

Cost recovery of leased and fixed assets

 
739,502

Loan Loss Provision
247,814

 
608,086

Basis reduction of investment in partnerships
261,549

 

Other loss carryforwards
2,965,321

 
3,187,181

Sub-total
$
4,432,403

 
$
5,741,017

Deferred Tax Liabilities:
 
 
 
Basis reduction of investment in partnerships
$

 
$
(2,158,746
)
Net unrealized gain on investment securities
(342,669
)
 

Cost recovery of leased and fixed assets
(1,845,105
)
 
(1,823,982
)
Sub-total
$
(2,187,774
)
 
$
(3,982,728
)
Total net deferred tax asset
$
2,244,629

 
$
1,758,289

Total income tax expense (benefit) differs from the amount computed by applying the federal statutory income tax rate of 35 percent, for the years ended December 31, 2017, 2016 and 2015, to income or loss from operations and other income and expense for the years presented, as follows:
Income Tax Expense (Benefit)
 
For the Years Ended December 31,
 
2017
 
2016
 
2015
Application of statutory income tax rate
$
12,231,838

 
$
10,219,573

 
$
3,630,325

State income taxes, net of federal tax benefit
352,708

 
26,215

 
(134,597
)
Income of Real Estate Investment Trust not subject to tax
(11,975,853
)
 
(10,663,371
)
 
(5,189,849
)
Tax reform impact
1,262,444

 

 

Other
474,181

 
(46,837
)
 
(253,432
)
Total income tax expense (benefit)
$
2,345,318

 
$
(464,420
)
 
$
(1,947,553
)
The components of income tax expense (benefit) include the following for the periods presented:
Components of Income Tax Expense (Benefit)
 
For the Years Ended December 31,
 
2017
 
2016
 
2015
Current tax expense (benefit)
 
 
 
 
 
Federal
$
2,498,363

 
$
(321,720
)
 
$
781,941

State (net of federal tax benefit)
333,295

 
8,613

 
140,069

Total current tax expense (benefit)
$
2,831,658

 
$
(313,107
)
 
$
922,010

Deferred tax expense (benefit)
 
 
 
 
 
Federal
$
(505,753
)
 
$
(168,915
)
 
$
(2,594,897
)
State (net of federal tax benefit)
19,413

 
17,602

 
(274,666
)
Total deferred tax benefit
$
(486,340
)
 
$
(151,313
)
 
$
(2,869,563
)
Total income tax expense (benefit), net
$
2,345,318

 
$
(464,420
)
 
$
(1,947,553
)
The aggregate cost of securities for federal income tax purposes and securities with unrealized appreciation and depreciation, were as follows:
Aggregate Cost of Securities for Income Tax Purposes
 
December 31, 2017
 
December 31, 2016
Aggregate cost for federal income tax purposes
$
3,063,430

 
$
4,327,077

Gross unrealized appreciation
325,130

 
5,408,242

Gross unrealized depreciation

 

Net unrealized appreciation
$
325,130

 
$
5,408,242


The per share characterization by quarter is reflected in the following tables:
2017 Common Stock Tax Information
Record Date
 
Ex-Dividend Date
 
Payable Date
 
Total Distribution per Share
 
Total Ordinary Dividends
 
Qualified Dividends
 
Capital Gain Distributions
 
Nondividend Distributions
2/13/2017
 
2/9/2017
 
2/28/2017
 
$
0.7500

 
$
0.5925

 
$
0.0785

 
$

 
$
0.1575

5/16/2017
 
5/12/2017
 
5/31/2017
 
0.7500

 
0.5925

 
0.0785

 

 
0.1575

8/17/2017
 
8/15/2017
 
8/31/2017
 
0.7500

 
0.5925

 
0.0785

 

 
0.1575

11/15/2017
 
11/14/2017
 
11/30/2017
 
0.7500

 
0.5925

 
0.0785

 

 
0.1575

Total 2017 Distributions
 
$
3.0000

 
$
2.3700

 
$
0.3140

 
$

 
$
0.6300


2016 Common Stock Tax Information
Record Date
 
Ex-Dividend Date
 
Payable Date
 
Total Distribution per Share
 
Total Ordinary Dividends
 
Qualified Dividends
 
Capital Gain Distributions
 
Nondividend Distributions
02/12/2016
 
02/10/2016
 
02/29/2016
 
$
0.7500

 
$
0.2955

 
$

 
$

 
$
0.4545

05/13/2016
 
05/11/2016
 
05/31/2016
 
0.7500

 
0.2955

 

 

 
0.4545

08/17/2016
 
08/15/2016
 
08/31/2016
 
0.7500

 
0.2955

 

 

 
0.4545

11/15/2016
 
11/11/2016
 
11/30/2016
 
0.7500

 
0.2955

 

 

 
0.4545

Total 2016 Distributions
 
$
3.0000

 
$
1.1820

 
$

 
$

 
$
1.8180

2015 Common Stock Tax Information
Record Date
 
Ex-Dividend Date
 
Payable Date
 
Total Distribution per Share
 
Total Ordinary Dividends
 
Qualified Dividends
 
Capital Gain Distributions
 
Nondividend Distributions
02/13/2015
 
02/11/2015
 
02/27/2015
 
$
0.6500

 
$
0.4680

 
$
0.0126

 
$

 
$
0.1820

05/15/2015
 
05/13/2015
 
05/29/2015
 
0.6750

 
0.4860

 
0.0131

 

 
0.1890

08/17/2015
 
08/13/2015
 
08/31/2015
 
0.6750

 
0.4860

 
0.0131

 

 
0.1890

11/13/2015
 
11/11/2015
 
11/30/2015
 
0.7500

 
0.5400

 
0.0146

 

 
0.2100

Total 2015 Distributions
 
$
2.7500

 
$
1.9800

 
$
0.0534

 
$

 
$
0.7700

The per share characterization by quarter is reflected in the following table:
2017 Preferred Stock Tax Information
Record Date
 
Ex-Dividend Date
 
Payable Date
 
Total Distribution per Share
 
Total Ordinary Dividends
 
Qualified Dividends
 
Capital Gain Distributions
 
Nondividend Distributions
2/13/2017
 
2/9/2017
 
2/28/2017
 
$
0.4609

 
$
0.4609

 
$
0.0611

 
$

 
$

5/16/2017
 
5/12/2017
 
5/31/2017
 
0.4609

 
0.4609

 
0.0611

 

 

8/17/2017
 
8/15/2017
 
8/31/2017
 
0.4609

 
0.4609

 
0.0611

 

 

11/15/2017
 
11/14/2017
 
11/30/2017
 
0.4609

 
0.4609

 
0.0611

 

 

Total 2017 Distributions
 
$
1.8436

 
$
1.8436

 
$
0.2444

 
$

 
$


2016 Preferred Stock Tax Information
Record Date
 
Ex-Dividend Date
 
Payable Date
 
Total Distribution per Share
 
Total Ordinary Dividends
 
Qualified Dividends
 
Capital Gain Distributions
 
Nondividend Distributions
02/12/2016
 
02/10/2016
 
02/29/2016
 
$
0.4609

 
$
0.4609

 
$

 
$

 
$

05/13/2016
 
05/11/2016
 
05/31/2016
 
0.4609

 
0.4609

 

 

 

08/17/2016
 
08/15/2016
 
08/31/2016
 
0.4609

 
0.4609

 

 

 

11/15/2016
 
11/11/2016
 
11/30/2016
 
0.4609

 
0.4609

 

 

 

Total 2016 Distributions
 
$
1.8436

 
$
1.8436

 
$

 
$

 
$


2015 Preferred Stock Tax Information
Record Date
 
Ex-Dividend Date
 
Payable Date
 
Total Distribution per Share
 
Total Ordinary Dividends
 
Qualified Dividends
 
Capital Gain Distributions
 
Nondividend Distributions
05/15/2015
 
05/13/2015
 
06/01/2015
 
$
0.6351

 
$
0.6351

 
$
0.0171

 
$

 
$

08/17/2015
 
08/13/2015
 
08/31/2015
 
0.4609

 
0.4609

 
0.0124

 

 

11/13/2015
 
11/11/2015
 
11/30/2015
 
0.4609

 
0.4609

 
0.0124

 

 

Total 2015 Distributions
 
$
1.5569

 
$
1.5569

 
$
0.0419

 
$

 
$

Property and Equipment (Tables)
Property and Equipment
Property and equipment consist of the following:
Property and Equipment
 
December 31, 2017
 
December 31, 2016
Land
$
580,000

 
$
580,000

Natural gas pipeline
124,303,315

 
124,288,156

Vehicles and trailers
650,634

 
570,267

Office equipment and computers
268,559

 
267,095

Gross property and equipment
$
125,802,508

 
$
125,705,518

Less: accumulated depreciation
(12,643,636
)
 
(9,292,712
)
Net property and equipment
$
113,158,872

 
$
116,412,806

Fair Value (Tables)
The following tables set forth the Company's assets and liabilities measured at fair value on a recurring basis, by input level within the fair value hierarchy, as of December 31, 2017 and 2016:
 
December 31, 2017
 
Total
 
Fair Value
 
 
Level 1
 
Level 2
 
Level 3
Assets:
 
 
 
 
 
 
 
Other equity securities
$
2,958,315

 
$

 
$

 
$
2,958,315

Total Assets
$
2,958,315

 
$

 
$

 
$
2,958,315

 
December 31, 2016
 
Total
 
Fair Value
 
 
Level 1
 
Level 2
 
Level 3
Assets:
 
 
 
 
 
 
 
Other equity securities
$
9,287,209

 
$

 
$

 
$
9,287,209

Interest rate swap derivative
19,950

 

 
19,950

 

Total Assets
$
9,307,159

 
$

 
$
19,950

 
$
9,287,209

The changes for all Level 3 securities measured at fair value on a recurring basis using significant unobservable inputs for the years ended December 31, 2017 and 2016, are as follows:
Level 3 Rollforward
For the Year Ended 2017
 
Fair Value Beginning Balance
 
Acquisitions
 
Disposals
 
Total Realized and Unrealized Gains Included in Net Income
 
Return of Capital Adjustments Impacting Cost Basis of Securities
 
Fair Value Ending Balance
 
Changes in Unrealized Gains Included In Net Income, Relating to Securities Still Held (1)
Other equity securities
 
$
9,287,209

 
$
1,161,034

 
$
(8,752,201
)
 
$
1,531,827

 
$
(269,554
)
 
$
2,958,315

 
$
295,161

Total
 
$
9,287,209

 
$
1,161,034

 
$
(8,752,201
)
 
$
1,531,827

 
$
(269,554
)
 
$
2,958,315

 
$
295,161

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
For the Year Ended 2016
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Other equity securities
 
$
8,393,683

 
$

 
$

 
$
781,154

 
$
112,372

 
$
9,287,209

 
$
781,154

Total
 
$
8,393,683

 
$

 
$

 
$
781,154

 
$
112,372

 
$
9,287,209

 
$
781,154

(1) Located in Net realized and unrealized gain on other equity securities in the Consolidated Statements of Income

Carrying and Fair Value Amounts
 
Level within fair value hierarchy
 
December 31, 2017
 
December 31, 2016
 
 
Carrying Amount (1)
 
Fair Value
 
Carrying Amount (1)
 
Fair Value
Financial Assets:
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
Level 1
 
$
15,787,069

 
$
15,787,069

 
$
7,895,084

 
$
7,895,084

Financing notes receivable (Note 4)
Level 3
 
1,500,000

 
1,500,000

 
1,500,000

 
1,500,000

Derivative asset
Level 2
 

 

 
19,950

 
19,950

Financial Liabilities:
 
 
 
 
 
 
 
 
Secured credit facilities
Level 2
 
$
40,745,354

 
$
40,745,354

 
$
89,387,985

 
$
89,387,985

Unsecured convertible senior notes
Level 1
 
112,032,083

 
139,101,660

 
111,244,895

 
129,527,940

(1) The carrying value of debt balances are presented net of unamortized original issuance discount and debt issuance costs.
Debt (Tables)
The following is a summary of debt facilities and balances as of December 31, 2017 and 2016:
 
Total Commitment
 or Original Principal
 
Quarterly Principal Payments
 
 
 
December 31, 2017
 
December 31, 2016
 
 
 
Maturity
Date
 
Amount Outstanding
 
Interest
Rate
 
Amount Outstanding
 
Interest
Rate
CorEnergy Secured Credit Facility:
 
 
 
 
 
 
 
 
 
 
 
 
 
CorEnergy Revolver
$
160,000,000

 
$

 
7/28/2022
 
$

 
4.32
%
 
$
44,000,000

 
3.76
%
CorEnergy Term Loan (1)
45,000,000

 
1,615,000

 
12/15/2019
 

 
%
 
36,740,000

 
3.74
%
MoGas Revolver
1,000,000

 

 
7/28/2022
 

 
4.32
%
 

 
3.77
%
Omega Line of Credit
1,500,000

 

 
7/31/2018
 

 
5.57
%
 

 
4.77
%
Pinedale Secured Credit Facility:
 
 
 
 
 
 
 
 
 
 
 
 
 
$58.5M Term Loan – related party (2)
11,085,750

 
167,139

 
3/30/2021
 

 
%
 
8,860,577

 
8.00
%
Amended Pinedale Term Credit Facility
41,000,000

 
882,000

 
12/29/2022
 
41,000,000

 
6.50
%
 

 
%
7.00% Unsecured Convertible Senior Notes
115,000,000

 

 
6/15/2020
 
114,000,000

 
7.00
%
 
114,000,000

 
7.00
%
Total Debt
 
$
155,000,000

 
 
 
$
203,600,577

 
 
Less:
 
 
 
 
 
 
 
 
Unamortized deferred financing costs (3)
 
$
375,309

 
 
 
$
381,531

 
 
Unamortized discount on 7.00% Convertible Senior Notes
 
1,847,254

 
 
 
2,586,166

 
 
Long-term debt, net of deferred financing costs
 
$
152,777,437

 
 
 
$
200,632,880

 
 
Debt due within one year
 
$
3,528,000

 
 
 
$
7,128,556

 
 
(1) The CorEnergy Term Loan was paid off during the third quarter of 2017 in connection with entering into the amended and restated CorEnergy Credit Facility discussed below.
(2) $47.4 million of the original $58.5 million term loan was payable to CorEnergy under the same terms and eliminates in consolidation. The term loan was paid off during the fourth quarter of 2017 in connection with the Amended Pinedale Term Credit Facility discussed below.
(3) Unamortized deferred financing costs related to our revolving credit facilities are included in Deferred Costs in the Assets section of the Consolidated Balance Sheets. Refer to the "Deferred Financing Costs" paragraph below.
A summary of deferred financing cost amortization expenses for the years ended December 31, 2017, 2016 and 2015 is as follows:
Deferred Financing Cost Amortization Expense (1)(2)
 
For the Years Ended December 31,
 
2017
 
2016
 
2015
CorEnergy Credit Facility
$
873,601

 
$
1,078,526

 
$
926,930

Pinedale Credit Facility
392

 
156,330

 
500,326

Total Deferred Debt Cost Amortization
$
873,993

 
$
1,234,856

 
$
1,427,256

(1) Amortization of deferred debt issuance costs is included in interest expense in the Consolidated Statements of Income.
(2) For the amount of deferred debt costs amortization relating to the Convertible Notes included in the Consolidated Statements of Income, refer to the Convertible Note Interest Expense table below.
The remaining contractual principal payments as of December 31, 2017 under the Pinedale credit facility are as follows:
Year
 
Pinedale Credit Facility
2018
 
$
3,528,000

2019
 
3,528,000

2020
 
3,528,000

2021
 
3,528,000

2022
 
26,888,000

Thereafter
 

Total
 
$
41,000,000

The following is a summary of the impact of Convertible Notes on interest expense for the years ended December 31, 2017, 2016 and 2015:
Convertible Note Interest Expense
 
For the Years Ended December 31,
 
2017
 
2016
 
2015
7.00% Convertible Notes
$
7,980,000

 
$
8,008,195

 
$
4,069,722

Discount Amortization
738,912

 
744,081

 
380,653

Deferred Debt Issuance Cost Amortization
48,276

 
48,566

 
21,656

Total
$
8,767,188

 
$
8,800,842

 
$
4,472,031

Asset Retirement Obligation (Tables)
Schedule of asset retirement obligations
The following table is a reconciliation of the asset retirement obligation as of December 31, 2017 and 2016:
Asset Retirement Obligation
 
For the Years Ended December 31,
 
2017
 
2016
Beginning asset retirement obligation
$
11,882,943

 
$
12,839,042

Liabilities assumed

 

ARO accretion expense
663,065

 
726,664

Revision in cash flow estimates
(3,375,515
)
 
(1,682,763
)
Ending asset retirement obligation
$
9,170,493

 
$
11,882,943

Interest Rate Hedge Swaps (Tables)
Schedule of gain (loss) on derivative instruments
The table below presents the effect of the Company's derivative financial instruments on the Consolidated Statements of Income and Comprehensive Income for the years ended December 31, 2017, 2016 and 2015 (note that the ineffective portion is not presented as it was inconsequential for all periods presented):
 
 
For the Years Ended December 31,
Derivatives in Cash Flow Hedging Relationship
 
2017
 
2016
 
2015
Amount of Loss on Derivatives Recognized in AOCI (Effective Portion)
 
$

 
$
(300,181
)
 
$
(611,879
)
Amount of Loss on Derivatives Reclassified from AOCI (Effective Portion) Recognized in Net Income(1)
 

 
(50,964
)
 
(287,999
)
 
 
 
 
 
 
 
Derivatives Not Designated as Hedging Instruments
 
 
 
 
 
 
Amount of Gain on Derivatives Recognized in Income(2)
 
$
25,842

 
$
73,204

 
$

(1) Included in "Interest Expense" on the face of the Consolidated Statements of Income and Comprehensive Income.
(2) The gain (loss) recognized in income on derivatives includes changes in fair value for derivatives subsequent to de-designation from hedge accounting.
Earnings Per Share (Tables)
Computation of basic and diluted earnings per share
Earnings Per Share
 
For the Years Ended December 31,
 
2017
 
2016
 
2015
Net income attributable to CorEnergy stockholders
$
32,602,790

 
$
29,663,200

 
$
12,319,911

Less: preferred dividend requirements
7,953,988

 
4,148,437

 
3,848,828

Net income attributable to common stockholders
$
24,648,802

 
$
25,514,763

 
$
8,471,083

Weighted average shares - basic
11,900,516

 
11,901,985

 
10,685,892

Basic earnings per share
$
2.07

 
$
2.14

 
$
0.79

 
 
 
 
 
 
Net income attributable to common stockholders (from above)
$
24,648,802

 
$
25,514,763

 
$
8,471,083

Add: After tax effect of convertible interest

 

 

Income attributable for dilutive securities
$
24,648,802

 
$
25,514,763

 
$
8,471,083

Weighted average shares - diluted
11,900,516

 
11,901,985

 
10,685,892

Diluted earnings per share
$
2.07

 
$
2.14

 
$
0.79

Quarterly Financial Data (Unaudited) (Tables)
Schedule of Quarterly Financial Information
 
For the Fiscal 2017 Quarters Ended
 
March 31
 
June 30
 
September 30
 
December 31
Revenue
 
 
 
 
 
 
 
Lease revenue
$
17,066,526

 
$
17,050,092

 
$
17,173,676

 
$
17,513,510

Transportation and distribution revenue
5,010,590

 
4,775,780

 
5,270,628

 
4,888,575

Total Revenue
22,077,116

 
21,825,872

 
22,444,304

 
22,402,085

Expenses
 
 
 
 
 
 
 
Transportation and distribution expenses
1,335,570

 
1,362,980

 
2,384,182

 
1,646,975

General and administrative
3,061,240

 
2,558,339

 
2,632,546

 
2,534,372

Depreciation, amortization and ARO accretion expense
6,005,908

 
6,005,995

 
6,017,664

 
6,018,143

Total Expenses
10,402,718

 
9,927,314

 
11,034,392

 
10,199,490

Operating Income
$
11,674,398

 
$
11,898,558

 
$
11,409,912

 
$
12,202,595

Other Income (Expense)
 
 
 
 
 
 
 
Net distributions and dividend income
$
43,462

 
$
221,440

 
$
213,040

 
$
202,149

Net realized and unrealized gain (loss) on other equity securities
(544,208
)
 
614,634

 
1,340,197

 
121,204

Interest expense
(3,454,397
)
 
(3,202,837
)
 
(2,928,036
)
 
(2,793,245
)
Loss on extinguishment of debt

 

 
(234,433
)
 
(102,500
)
Total Other Expense
(3,955,143
)

(2,366,763
)

(1,609,232
)

(2,572,392
)
Income before income taxes
7,719,255

 
9,531,795

 
9,800,680

 
9,630,203

Taxes
 
 
 
 
 
 
 
Current tax expense (benefit)
(33,760
)
 
57,651

 
65,131

 
2,742,636

Deferred tax expense (benefit)
(298,846
)
 
38,084

 
126,440

 
(352,018
)
Income tax expense (benefit), net
(332,606
)
 
95,735

 
191,571

 
2,390,618

Net Income
8,051,861

 
9,436,060

 
9,609,109

 
7,239,585

Less: Net Income attributable to non-controlling interest
382,383

 
435,888

 
431,825

 
483,730

Net Income attributable to CorEnergy Stockholders
$
7,669,478

 
$
9,000,172

 
$
9,177,284

 
$
6,755,855

Preferred dividend requirements
1,037,109

 
2,123,129

 
2,396,875

 
2,396,875

Net Income attributable to Common Stockholders
$
6,632,369

 
$
6,877,043

 
$
6,780,409

 
$
4,358,980

 
 
 
 
 
 
 
 
Earnings Per Common Share:
 
 
 
 
 
 
 
Basic
$
0.56

 
$
0.58

 
$
0.57

 
$
0.37

Diluted
$
0.56

 
$
0.58

 
$
0.57

 
$
0.37


 
For the Fiscal 2016 Quarters Ended
 
March 31
 
June 30
 
September 30
 
December 31
Revenue
 
 
 
 
 
 
 
Lease revenue
$
16,996,072

 
$
16,996,072

 
$
16,996,155

 
$
17,005,831

Transportation and distribution revenue
5,099,451

 
5,064,680

 
5,119,330

 
5,810,651

Financing revenue
162,344

 

 

 

Total Revenue
22,257,867

 
22,060,752

 
22,115,485

 
22,816,482

Expenses
 
 
 
 
 
 
 
Transportation and distribution expenses
1,362,325

 
1,378,306

 
1,482,161

 
2,240,556

General and administrative
3,289,852

 
2,773,240

 
3,021,869

 
3,185,419

Depreciation, amortization and ARO accretion expense
5,296,818

 
5,737,025

 
5,744,266

 
5,744,762

Provision for loan loss and disposition
4,645,188

 
369,278

 

 

Total Expenses
14,594,183

 
10,257,849

 
10,248,296

 
11,170,737

Operating Income
$
7,663,684

 
$
11,802,903

 
$
11,867,189

 
$
11,645,745

Other Income (Expense)
 
 
 
 
 
 
 
Net distributions and dividend income
$
375,573

 
$
214,169

 
$
277,523

 
$
273,559

Net realized and unrealized gain (loss) on other equity securities
(1,628,752
)
 
1,199,665

 
1,430,858

 
(177,289
)
Interest expense
(3,926,009
)
 
(3,540,812
)
 
(3,520,856
)
 
(3,430,162
)
Total Other Expense
(5,179,188
)
 
(2,126,978
)
 
(1,812,475
)
 
(3,333,892
)
Income before income taxes
2,484,496

 
9,675,925

 
10,054,714

 
8,311,853

Taxes
 
 
 
 
 
 
 
Current tax expense (benefit)
(677,731
)
 
203,652

 
95,125

 
65,847

Deferred tax expense (benefit)
(577,395
)
 
206,786

 
388,027

 
(168,731
)
Income tax expense (benefit), net
(1,255,126
)
 
410,438

 
483,152

 
(102,884
)
Net Income
3,739,622

 
9,265,487

 
9,571,562

 
8,414,737

Less: Net Income attributable to non-controlling interest
348,501

 
310,960

 
340,377

 
328,370

Net Income attributable to CorEnergy Stockholders
$
3,391,121

 
$
8,954,527

 
$
9,231,185

 
$
8,086,367

Preferred dividend requirements
1,037,109

 
1,037,109

 
1,037,109

 
1,037,110

Net Income attributable to Common Stockholders
$
2,354,012

 
$
7,917,418

 
$
8,194,076

 
$
7,049,257

 
 
 
 
 
 
 
 
Earnings Per Common Share:
 
 
 
 
 
 
 
Basic
$
0.20

 
$
0.66

 
$
0.69

 
$
0.59

Diluted
$
0.20

 
$
0.66

 
$
0.68

 
$
0.59

Significant Accounting Policies (Details) (USD $)
3 Months Ended 12 Months Ended
Dec. 31, 2016
Sep. 30, 2016
Jun. 30, 2016
Mar. 31, 2016
Dec. 31, 2017
Dec. 31, 2016
Dec. 31, 2015
Jan. 1, 2018
Subsequent Event [Member]
Retained Earnings [Member]
ASU 2014-09 [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
 
 
 
 
 
 
 
 
Provision for loan loss
$ 0 
$ 0 
$ 369,278 
$ 4,645,188 
$ 0 
$ 5,000,000 
$ 13,800,000 
 
Translation adjustment
 
 
 
 
 
 
 
$ 3,300,000 
Leased Properties and Leases - Leased Properties (Details) (USD $)
12 Months Ended 12 Months Ended 0 Months Ended
Dec. 31, 2017
leased_property
Dec. 31, 2017
Grand Isle Gathering System [Member]
mi
acre
Jun. 30, 2017
Grand Isle Gathering System [Member]
Dec. 31, 2017
Pinedale LGS [Member]
facility
mi
Dec. 29, 2017
Pinedale LGS [Member]
Prudential [Member]
Limited Partner [Member]
Dec. 31, 2017
Pinedale LGS [Member]
Pinedale GP [Member]
General Partner [Member]
Dec. 31, 2017
Portland Terminal Facility [Member]
bbl
tank
acre
Dec. 31, 2017
Minimum [Member]
Dec. 31, 2017
Maximum [Member]
Jan. 1, 2018
Forecast [Member]
Pinedale LGS [Member]
Sale Leaseback Transaction [Line Items]
 
 
 
 
 
 
 
 
 
 
Number of significant leased properties
 
 
 
 
 
 
 
 
 
Initial term
 
11 years 
 
15 years 
 
 
15 years 
11 years 
15 years 
 
Renewal term
 
9 years 
 
5 years 
 
 
5 years 
 
 
 
Renewal Term, percentage of remaining useful life
 
75.00% 
 
 
 
 
 
 
 
 
Length of offshore pipeline (in miles)
 
153 
 
150 
 
 
 
 
 
 
Pipeline capacity (in bbl/day)
 
120,000 
 
 
 
 
 
 
 
 
Number of acres in the onshore terminal and saltwater disposal system (in acres)
 
16 
 
 
 
 
 
 
 
 
Number of storage facilities
 
 
 
 
 
 
 
 
 
Acres owned (in acres)
 
 
 
 
 
 
39 
 
 
 
Number of tanks
 
 
 
 
 
 
84 
 
 
 
Crude oil and petroleum product storage capacity (in bbl)
 
 
 
 
 
 
1,500,000 
 
 
 
Current Monthly Rent Payments
 
 
$ 2,826,250 
$ 1,741,933 
 
 
$ 513,355 
 
 
$ 1,776,772 
Expected future monthly rent payments
 
$ 2,854,667 
 
 
 
 
 
 
 
 
Estimated Useful Life
 
27 years 
 
26 years 
 
 
30 years 
 
 
 
Noncontrolling economic interest
 
 
 
 
18.95% 
 
 
 
 
 
Controlling economic interest
 
 
 
 
 
81.05% 
 
 
 
 
Exercise period of purchase option
 
 
 
 
 
 
90 days 
 
 
 
Leased Properties and Leases - Future Minimum Lease Receipts (Details) (USD $)
12 Months Ended
Dec. 31, 2017
Sale Leaseback Transaction [Line Items]
 
2018
$ 61,828,029 
2019
64,103,462 
2020
71,264,921 
2021
77,445,396 
2022
76,553,434 
Thereafter
302,242,184 
Total
$ 653,437,426 
Portland Terminal Facility [Member]
 
Sale Leaseback Transaction [Line Items]
 
Initial term
15 years 
Leased Properties and Leases - Significant Leases (Details)
12 Months Ended
Dec. 31, 2017
Dec. 31, 2016
Dec. 31, 2015
Pinedale LGS [Member]
 
 
 
Operating Leased Assets [Line Items]
 
 
 
Percentage of total leased properties
39.90% 
39.80% 
 
Percentage of leased property revenue
31.20% 
30.40% 
42.90% 
Grand Isle Gathering System [Member]
 
 
 
Operating Leased Assets [Line Items]
 
 
 
Percentage of total leased properties
49.70% 
50.00% 
 
Percentage of leased property revenue
59.10% 
59.80% 
42.30% 
Portland Terminal Facility [Member]
 
 
 
Operating Leased Assets [Line Items]
 
 
 
Percentage of total leased properties
10.10% 
9.90% 
 
Percentage of leased property revenue
9.60% 
9.70% 
13.30% 
Leased Properties and Leases - Amortization, Depreciation Expense, Accretion Expense (Details) (USD $)
12 Months Ended
Dec. 31, 2017
Dec. 31, 2016
Dec. 31, 2015
Sale Leaseback Transaction [Line Items]
 
 
 
Depreciation Expense
$ 3,400,000 
$ 3,400,000 
$ 3,300,000 
ARO Accretion Expense
663,065 
726,664 
 
All Properties [Member]
 
 
 
Sale Leaseback Transaction [Line Items]
 
 
 
Depreciation Expense
19,935,994 
18,350,454 
15,021,948 
Amortization Expense - Deferred Lease Costs
91,932 
91,932 
76,498 
ARO Accretion Expense
663,065 
726,664 
339,042 
Net Deferred Lease Costs
871,600 
963,532 
 
GIGS [Member]
 
 
 
Sale Leaseback Transaction [Line Items]
 
 
 
Depreciation Expense
9,754,596 
8,605,506 
4,317,769 
Amortization Expense - Deferred Lease Costs
30,564 
30,564 
15,130 
ARO Accretion Expense
663,065 
726,664 
339,042 
Net Deferred Lease Costs
259,883 
290,447 
 
Pinedale [Member]
 
 
 
Sale Leaseback Transaction [Line Items]
 
 
 
Depreciation Expense
8,869,440 
8,869,440 
8,869,440 
Amortization Expense - Deferred Lease Costs
61,368 
61,368 
61,368 
Net Deferred Lease Costs
611,717 
673,085 
 
Portland Terminal Facility [Member]
 
 
 
Sale Leaseback Transaction [Line Items]
 
 
 
Depreciation Expense
1,275,660 
843,084 
1,235,369 
Eastern Interconnect Project [Member]
 
 
 
Sale Leaseback Transaction [Line Items]
 
 
 
Depreciation Expense
569,670 
United Property Systems [Member]
 
 
 
Sale Leaseback Transaction [Line Items]
 
 
 
Depreciation Expense
$ 36,298 
$ 32,424 
$ 29,700 
Leased Properties and Leases - Pinedale LGS Acquisition (Details) (USD $)
0 Months Ended
Dec. 29, 2017
Dec. 29, 2017
Pinedale LP [Member]
 
 
Noncontrolling Interest [Line Items]
 
 
Controlling economic interest
100.00% 
100.00% 
Pinedale LP [Member] |
Pinedale LP I [Member]
 
 
Noncontrolling Interest [Line Items]
 
 
Purchase price
$ 32,900,000 
 
Contingent consideration
 
100,000 
Fair value in excess of carrying value
 
5,600,000 
Pinedale Liquids Gathering System [Member] |
Limited Partner [Member] |
Prudential [Member]
 
 
Noncontrolling Interest [Line Items]
 
 
Noncontrolling economic interest
18.95% 
18.95% 
Noncontrolling interest at carrying value
27,300,000 
27,300,000 
Amended Pinedale Term Credit Facility [Member] |
Pinedale LP [Member]
 
 
Noncontrolling Interest [Line Items]
 
 
Debt instrument term
5 years 
 
Face amount
 
$ 41,000,000.0 
Coupon rate percentage
 
6.50% 
Leased Properties and Leases - Additional Information (Details) (USD $)
12 Months Ended
Dec. 31, 2015
customer
Apr. 1, 2015
Nov. 1, 2012
Public Service Company of New Mexico [Member]
 
 
 
Sale Leaseback Transaction [Line Items]
 
 
 
Undivided interest
 
 
40.00% 
Lease agreement
 
$ 7,700,000 
 
Number of customers served
500,000 
 
 
Intangible asset amortized
 
 
1,100,000 
Lease Revenue [Member]
 
 
 
Sale Leaseback Transaction [Line Items]
 
 
 
Amortization of intangible assets
$ 73,000 
 
 
Financing Notes Receivable - Four Wood Financing Note Receivable (Details) (USD $)
3 Months Ended 12 Months Ended 0 Months Ended
Dec. 31, 2016
Sep. 30, 2016
Jun. 30, 2016
Mar. 31, 2016
Dec. 31, 2017
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2016
SWD Enterprises [Member]
Dec. 31, 2014
Line of Credit [Member]
Dec. 31, 2014
Line of Credit [Member]
REIT Loan [Member]
Dec. 31, 2014
Line of Credit [Member]
TRS Loan [Member]
Dec. 31, 2014
Long-term Debt [Member]
Subsidiaries [Member]
Dec. 31, 2017
SWD Enterprises [Member]
REIT Loan [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
Advances on revolving line of credit
 
 
 
 
$ 10,000,000 
$ 44,000,000 
$ 45,392,332 
 
$ 4,000,000 
 
 
 
 
Maximum borrowing capacity
 
 
 
 
 
 
 
 
 
 
 
1,000,000 
 
Interest Rate
 
 
 
 
 
 
 
 
 
12.00% 
13.00% 
 
 
Basis spread on variable rate
 
 
 
 
 
 
 
 
2.00% 
 
 
 
 
Provision for loan loss
369,278 
4,645,188 
5,000,000 
13,800,000 
3,500,000 
 
 
 
 
 
Deferred origination costs
 
 
 
 
 
 
 
71,000 
 
 
 
 
 
Interest accrued
 
 
 
 
 
 
 
98,000 
 
 
 
 
 
Financing receivable
 
 
 
 
 
 
 
 
 
 
 
 
$ 1,500,000 
Financing Notes Receivable - Black Bison Financing Notes (Details) (USD $)
3 Months Ended 12 Months Ended 0 Months Ended 12 Months Ended 12 Months Ended 0 Months Ended
Dec. 31, 2016
Sep. 30, 2016
Jun. 30, 2016
Mar. 31, 2016
Dec. 31, 2017
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
Line of Credit [Member]
Mar. 13, 2014
Black Bison Water Services LLC [Member]
Line of Credit [Member]
Jul. 23, 2014
Black Bison Water Services LLC [Member]
Line of Credit [Member]
Jul. 23, 2014
Black Bison Water Services LLC [Member]
Long-term Debt [Member]
Dec. 31, 2014
Subsidiaries [Member]
Long-term Debt [Member]
Jul. 23, 2014
Subsidiaries [Member]
Black Bison Water Services LLC [Member]
Long-term Debt [Member]
Dec. 31, 2015
Loans Agreement [Member]
Subsidiaries [Member]
Feb. 29, 2016
Loans Agreement [Member]
Subsidiaries [Member]
Dec. 31, 2016
BB Intermediate [Member]
Feb. 29, 2016
BB Intermediate [Member]
Jun. 16, 2016
Wells and Related Equipment and Facilities [Member]
Expedition Water Solutions [Member]
Jun. 16, 2016
Wells and Related Equipment and Facilities [Member]
Expedition Water Solutions [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Advances on revolving line of credit
 
 
 
 
$ 10,000,000 
$ 44,000,000 
$ 45,392,332 
$ 4,000,000 
$ 4,300,000 
 
 
 
 
 
 
 
 
 
 
Maximum borrowing capacity
 
 
 
 
 
 
 
 
11,500,000 
15,300,000 
12,000,000 
1,000,000 
3,300,000 
 
 
 
 
 
 
Interest Rate
 
 
 
 
 
 
 
 
12.00% 
 
 
 
 
 
 
 
 
 
 
Basis spread on variable rate
 
 
 
 
 
 
 
2.00% 
2.00% 
 
 
 
 
 
 
 
 
 
 
Variable rent cap percentage
 
 
 
 
 
 
 
 
19.00% 
 
 
 
 
 
 
 
 
 
 
Provision for loan loss
369,278 
4,645,188 
5,000,000 
13,800,000 
 
 
 
 
 
 
13,800,000 
 
832,000 
 
 
 
Deferred origination costs
 
 
 
 
 
 
 
 
 
 
 
 
 
14,000 
 
 
 
 
 
Interest accrued
 
 
 
 
 
 
 
 
 
 
 
 
 
355,000 
 
 
 
 
 
Equity interest percentage
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
100.00% 
 
 
Outstanding loan balance
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2,000,000 
 
 
 
 
Proceeds from asset foreclosure and sale
 
 
 
 
223,451 
 
 
 
 
 
 
 
 
 
 
748,000 
 
Fair value of future royalty payments
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$ 450,000 
Income Taxes - Deferred Tax Assets and Liabilities (Details) (USD $)
Dec. 31, 2017
Dec. 31, 2016
Deferred Tax Assets:
 
 
Net operating loss carryforwards
$ 957,719 
$ 1,144,818 
Net unrealized loss on investment securities
61,430 
Cost recovery of leased and fixed assets
739,502 
Loan Loss Provision
247,814 
608,086 
Basis reduction of investment in partnerships
261,549 
Other loss carryforwards
2,965,321 
3,187,181 
Sub-total
4,432,403 
5,741,017 
Deferred Tax Liabilities:
 
 
Basis reduction of investment in partnerships
(2,158,746)
Net unrealized gain on investment securities
(342,669)
Cost recovery of leased and fixed assets
(1,845,105)
(1,823,982)
Sub-total
(2,187,774)
(3,982,728)
Total net deferred tax asset
$ 2,244,629 
$ 1,758,289 
Income Taxes - Additional Information (Details) (USD $)
12 Months Ended
Dec. 31, 2017
Dec. 31, 2016
Dec. 31, 2015
Income Tax Contingency [Line Items]
 
 
 
Transition adjustment which reduced net deferred tax assets
$ 1,300,000 
 
 
Federal statutory income tax rate
35.00% 
35.00% 
35.00% 
Net operating loss for federal income tax purposes
4,100,000 
 
 
NOL expiring in 2033 if not utilized
90,000 
 
 
NOL expiring in 2034 if not utilized
804,000 
 
 
NOL expiring in 2035 if not utilized
478,000 
 
 
NOL expiring in 2036 if not utilized
1,700,000 
 
 
NOL expiring in 2037 if not utilized
1,000,000 
 
 
Subsidiaries [Member]
 
 
 
Income Tax Contingency [Line Items]
 
 
 
Net operating loss for federal income tax purposes
$ 1,000,000 
$ 3,000,000 
$ 1,400,000 
State [Member] |
Corridor Public Holdings, Inc. And Corridor Private Holdings, Inc. [Member]
 
 
 
Income Tax Contingency [Line Items]
 
 
 
Blended state tax rate
3.78% 
3.78% 
2.82% 
State [Member] |
Missouri [Member] |
Mowood Corridor, Inc. And Corridor MoGas [Member]
 
 
 
Income Tax Contingency [Line Items]
 
 
 
Blended state tax rate
5.00% 
5.00% 
5.00% 
Income Taxes - Income Tax Benefit (Details) (USD $)
3 Months Ended 12 Months Ended
Dec. 31, 2017
Sep. 30, 2017
Jun. 30, 2017
Mar. 31, 2017
Dec. 31, 2016
Sep. 30, 2016
Jun. 30, 2016
Mar. 31, 2016
Dec. 31, 2017
Dec. 31, 2016
Dec. 31, 2015
Total income tax expense (benefit) differs from the amount computed by applying the federal statutory income tax rates net investment income and net realized and unrealized gains on investments
 
 
 
 
 
 
 
 
 
 
 
Application of statutory income tax rate
 
 
 
 
 
 
 
 
$ 12,231,838 
$ 10,219,573 
$ 3,630,325 
State income taxes, net of federal tax benefit
 
 
 
 
 
 
 
 
352,708 
26,215 
(134,597)
Income of Real Estate Investment Trust not subject to tax
 
 
 
 
 
 
 
 
(11,975,853)
(10,663,371)
(5,189,849)
Tax reform impact
 
 
 
 
 
 
 
 
1,262,444 
Other
 
 
 
 
 
 
 
 
474,181 
(46,837)
(253,432)
Income tax expense (benefit), net
$ 2,390,618 
$ 191,571 
$ 95,735 
$ (332,606)
$ (102,884)
$ 483,152 
$ 410,438 
$ (1,255,126)
$ 2,345,318 
$ (464,420)
$ (1,947,553)
Income Taxes - Components of Income Tax Benefit (Details) (USD $)
3 Months Ended 12 Months Ended
Dec. 31, 2017
Sep. 30, 2017
Jun. 30, 2017
Mar. 31, 2017
Dec. 31, 2016
Sep. 30, 2016
Jun. 30, 2016
Mar. 31, 2016
Dec. 31, 2017
Dec. 31, 2016
Dec. 31, 2015
Current tax expense (benefit)
 
 
 
 
 
 
 
 
 
 
 
Federal
 
 
 
 
 
 
 
 
$ 2,498,363 
$ (321,720)
$ 781,941 
State (net of federal tax benefit)
 
 
 
 
 
 
 
 
333,295 
8,613 
140,069 
Total current tax expense (benefit)
2,742,636 
65,131 
57,651 
(33,760)
65,847 
95,125 
203,652 
(677,731)
2,831,658 
(313,107)
922,010 
Deferred tax expense (benefit)
 
 
 
 
 
 
 
 
 
 
 
Federal
 
 
 
 
 
 
 
 
(505,753)
(168,915)
(2,594,897)
State (net of federal tax benefit)
 
 
 
 
 
 
 
 
19,413 
17,602 
(274,666)
Total deferred tax benefit
(352,018)
126,440 
38,084 
(298,846)
(168,731)
388,027 
206,786 
(577,395)
(486,340)
(151,313)
(2,869,563)
Income tax expense (benefit), net
$ 2,390,618 
$ 191,571 
$ 95,735 
$ (332,606)
$ (102,884)
$ 483,152 
$ 410,438 
$ (1,255,126)
$ 2,345,318 
$ (464,420)
$ (1,947,553)
Income Taxes - Aggregate Cost of Securities for Income Tax Purposes (Details) (USD $)
Dec. 31, 2017
Dec. 31, 2016
Aggregate cost of securities for federal income tax purposes and securities with unrealized appreciation and depreciation
 
 
Aggregate cost for federal income tax purposes
$ 3,063,430 
$ 4,327,077 
Gross unrealized appreciation
325,130 
5,408,242 
Gross unrealized depreciation
Net unrealized appreciation
$ 325,130 
$ 5,408,242 
Income Taxes - Common and Preferred Stock Distribution (Details)
12 Months Ended
Dec. 31, 2017
Dec. 31, 2016
Dec. 31, 2015
Dividends Payable [Line Items]
 
 
 
Common Stock, Dividends declared per share (in dollars per share)
$ 3.000 
$ 3.000 
$ 2.750 
Dividend Declared [Member]
 
 
 
Dividends Payable [Line Items]
 
 
 
Common Stock, Dividends declared per share (in dollars per share)
$ 3.0000 
$ 3.0000 
$ 2.7500 
Preferred Stock, Dividends declared per share (in dollars per share)
$ 1.8436 
$ 1.8436 
$ 1.5569 
Ordinary Dividends [Member]
 
 
 
Dividends Payable [Line Items]
 
 
 
Common Stock, Dividends declared per share (in dollars per share)
$ 2.3700 
$ 1.1820 
$ 1.9800 
Preferred Stock, Dividends declared per share (in dollars per share)
$ 1.8436 
$ 1.8436 
$ 1.5569 
Qualified Dividends [Member]
 
 
 
Dividends Payable [Line Items]
 
 
 
Common Stock, Dividends declared per share (in dollars per share)
$ 0.3140 
$ 0.0000 
$ 0.0534 
Preferred Stock, Dividends declared per share (in dollars per share)
$ 0.2444 
$ 0.0000 
$ 0.0419 
Capital Gain Distribution [Member]
 
 
 
Dividends Payable [Line Items]
 
 
 
Common Stock, Dividends declared per share (in dollars per share)
$ 0.0000 
$ 0.0000 
$ 0.0000 
Preferred Stock, Dividends declared per share (in dollars per share)
$ 0.0000 
$ 0.0000 
$ 0.0000 
Nondividend Distribution [Member]
 
 
 
Dividends Payable [Line Items]
 
 
 
Common Stock, Dividends declared per share (in dollars per share)
$ 0.6300 
$ 1.8180 
$ 0.7700 
Preferred Stock, Dividends declared per share (in dollars per share)
$ 0.0000 
$ 0.0000 
$ 0.0000 
Installment One [Member] |
Dividend Declared [Member]
 
 
 
Dividends Payable [Line Items]
 
 
 
Common Stock, Dividends declared per share (in dollars per share)
$ 0.7500 
$ 0.7500 
$ 0.6500 
Preferred Stock, Dividends declared per share (in dollars per share)
$ 0.4609 
$ 0.4609 
$ 0.6351 
Installment One [Member] |
Ordinary Dividends [Member]
 
 
 
Dividends Payable [Line Items]
 
 
 
Common Stock, Dividends declared per share (in dollars per share)
$ 0.5925 
$ 0.2955 
$ 0.4680 
Preferred Stock, Dividends declared per share (in dollars per share)
$ 0.4609 
$ 0.4609 
$ 0.6351 
Installment One [Member] |
Qualified Dividends [Member]
 
 
 
Dividends Payable [Line Items]
 
 
 
Common Stock, Dividends declared per share (in dollars per share)
$ 0.0785 
$ 0.0000 
$ 0.0126 
Preferred Stock, Dividends declared per share (in dollars per share)
$ 0.0611 
$ 0.0000 
$ 0.0171 
Installment One [Member] |
Capital Gain Distribution [Member]
 
 
 
Dividends Payable [Line Items]
 
 
 
Common Stock, Dividends declared per share (in dollars per share)
$ 0.0000 
$ 0.0000 
$ 0.0000 
Preferred Stock, Dividends declared per share (in dollars per share)
$ 0.0000 
$ 0.0000 
$ 0.0000 
Installment One [Member] |
Nondividend Distribution [Member]
 
 
 
Dividends Payable [Line Items]
 
 
 
Common Stock, Dividends declared per share (in dollars per share)
$ 0.1575 
$ 0.4545 
$ 0.1820 
Preferred Stock, Dividends declared per share (in dollars per share)
$ 0.0000 
$ 0.0000 
$ 0.0000 
Installment Two [Member] |
Dividend Declared [Member]
 
 
 
Dividends Payable [Line Items]
 
 
 
Common Stock, Dividends declared per share (in dollars per share)
$ 0.7500 
$ 0.7500 
$ 0.6750 
Preferred Stock, Dividends declared per share (in dollars per share)
$ 0.4609 
$ 0.4609 
$ 0.4609 
Installment Two [Member] |
Ordinary Dividends [Member]
 
 
 
Dividends Payable [Line Items]
 
 
 
Common Stock, Dividends declared per share (in dollars per share)
$ 0.5925 
$ 0.2955 
$ 0.4860 
Preferred Stock, Dividends declared per share (in dollars per share)
$ 0.4609 
$ 0.4609 
$ 0.4609 
Installment Two [Member] |
Qualified Dividends [Member]
 
 
 
Dividends Payable [Line Items]
 
 
 
Common Stock, Dividends declared per share (in dollars per share)
$ 0.0785 
$ 0.0000 
$ 0.0131 
Preferred Stock, Dividends declared per share (in dollars per share)
$ 0.0611 
$ 0.0000 
$ 0.0124 
Installment Two [Member] |
Capital Gain Distribution [Member]
 
 
 
Dividends Payable [Line Items]
 
 
 
Common Stock, Dividends declared per share (in dollars per share)
$ 0.0000 
$ 0.0000 
$ 0.0000 
Preferred Stock, Dividends declared per share (in dollars per share)
$ 0.0000 
$ 0.0000 
$ 0.0000 
Installment Two [Member] |
Nondividend Distribution [Member]
 
 
 
Dividends Payable [Line Items]
 
 
 
Common Stock, Dividends declared per share (in dollars per share)
$ 0.1575 
$ 0.4545 
$ 0.1890 
Preferred Stock, Dividends declared per share (in dollars per share)
$ 0.0000 
$ 0.0000 
$ 0.0000 
Installment Three [Member] |
Dividend Declared [Member]
 
 
 
Dividends Payable [Line Items]
 
 
 
Common Stock, Dividends declared per share (in dollars per share)
$ 0.7500 
$ 0.7500 
$ 0.6750 
Preferred Stock, Dividends declared per share (in dollars per share)
$ 0.4609 
$ 0.4609 
$ 0.4609 
Installment Three [Member] |
Ordinary Dividends [Member]
 
 
 
Dividends Payable [Line Items]
 
 
 
Common Stock, Dividends declared per share (in dollars per share)
$ 0.5925 
$ 0.2955 
$ 0.4860 
Preferred Stock, Dividends declared per share (in dollars per share)
$ 0.4609 
$ 0.4609 
$ 0.4609 
Installment Three [Member] |
Qualified Dividends [Member]
 
 
 
Dividends Payable [Line Items]
 
 
 
Common Stock, Dividends declared per share (in dollars per share)
$ 0.0785 
$ 0.0000 
$ 0.0131 
Preferred Stock, Dividends declared per share (in dollars per share)
$ 0.0611 
$ 0.0000 
$ 0.0124 
Installment Three [Member] |
Capital Gain Distribution [Member]
 
 
 
Dividends Payable [Line Items]
 
 
 
Common Stock, Dividends declared per share (in dollars per share)
$ 0.0000 
$ 0.0000 
$ 0.0000 
Preferred Stock, Dividends declared per share (in dollars per share)
$ 0.0000 
$ 0.0000 
$ 0.0000 
Installment Three [Member] |
Nondividend Distribution [Member]
 
 
 
Dividends Payable [Line Items]
 
 
 
Common Stock, Dividends declared per share (in dollars per share)
$ 0.1575 
$ 0.4545 
$ 0.1890 
Preferred Stock, Dividends declared per share (in dollars per share)
$ 0.0000 
$ 0.0000 
$ 0.0000 
Installment Four [Member] |
Dividend Declared [Member]
 
 
 
Dividends Payable [Line Items]
 
 
 
Common Stock, Dividends declared per share (in dollars per share)
$ 0.7500 
$ 0.7500 
$ 0.7500 
Preferred Stock, Dividends declared per share (in dollars per share)
$ 0.4609 
$ 0.4609 
 
Installment Four [Member] |
Ordinary Dividends [Member]
 
 
 
Dividends Payable [Line Items]
 
 
 
Common Stock, Dividends declared per share (in dollars per share)
$ 0.5925 
$ 0.2955 
$ 0.5400 
Preferred Stock, Dividends declared per share (in dollars per share)
$ 0.4609 
$ 0.4609 
 
Installment Four [Member] |
Qualified Dividends [Member]
 
 
 
Dividends Payable [Line Items]
 
 
 
Common Stock, Dividends declared per share (in dollars per share)
$ 0.0785 
$ 0.0000 
$ 0.0146 
Preferred Stock, Dividends declared per share (in dollars per share)
$ 0.0611 
$ 0.0000 
 
Installment Four [Member] |
Capital Gain Distribution [Member]
 
 
 
Dividends Payable [Line Items]
 
 
 
Common Stock, Dividends declared per share (in dollars per share)
$ 0.0000 
$ 0.0000 
$ 0.0000 
Preferred Stock, Dividends declared per share (in dollars per share)
$ 0.0000 
$ 0.0000 
 
Installment Four [Member] |
Nondividend Distribution [Member]
 
 
 
Dividends Payable [Line Items]
 
 
 
Common Stock, Dividends declared per share (in dollars per share)
$ 0.1575 
$ 0.4545 
$ 0.2100 
Preferred Stock, Dividends declared per share (in dollars per share)
$ 0.0000 
$ 0.0000 
 
Common Stock [Member]
 
 
 
Dividends Payable [Line Items]
 
 
 
Ordinary income dividend percentage
79.00% 
 
 
Return of capital percentage
21.00% 
 
 
Qualified dividend income percentage
13.20% 
 
 
Preferred Stock [Member]
 
 
 
Dividends Payable [Line Items]
 
 
 
Ordinary income dividend percentage
100.00% 
 
 
Return of capital percentage
0.00% 
 
 
Qualified dividend income percentage
13.30% 
 
 
Property and Equipment (Details) (USD $)
12 Months Ended
Dec. 31, 2017
Dec. 31, 2016
Dec. 31, 2015
Component of property and equipment
 
 
 
Gross property and equipment
$ 125,802,508 
$ 125,705,518 
 
Less: accumulated depreciation
(12,643,636)
(9,292,712)
 
Net property and equipment
113,158,872 
116,412,806 
 
Depreciation Expense
3,400,000 
3,400,000 
3,300,000 
Land [Member]
 
 
 
Component of property and equipment
 
 
 
Gross property and equipment
580,000 
580,000 
 
Natural gas pipeline [Member]
 
 
 
Component of property and equipment
 
 
 
Gross property and equipment
124,303,315 
124,288,156 
 
Vehicles and trailers [Member]
 
 
 
Component of property and equipment
 
 
 
Gross property and equipment
650,634 
570,267 
 
Office equipment and computers [Member]
 
 
 
Component of property and equipment
 
 
 
Gross property and equipment
$ 268,559 
$ 267,095 
 
Concentrations (Details)
12 Months Ended
Dec. 31, 2017
Dec. 31, 2016
Dec. 31, 2015
Concentration Risk [Line Items]
 
 
 
Number of significant leased properties
 
 
Revenue from Contract with Customer [Member] |
Customer Concentration Risk [Member]
 
 
 
Concentration Risk [Line Items]
 
 
 
Percentage of revenues
11.00% 
12.00% 
15.00% 
Management Agreement (Details) (USD $)
12 Months Ended
Dec. 31, 2017
Dec. 31, 2016
Dec. 31, 2015
Management Agreement [Line Items]
 
 
 
Percentage of independent directors to reach majority
0.6667% 
 
 
Number of days prior written noticed needed to terminate agreement
30 days 
 
 
Termination payment percentage equal to last 4 quarters
300.00% 
 
 
Corridor Infra Trust Management [Member]
 
 
 
Management Agreement [Line Items]
 
 
 
Quarterly management fee percentage
0.25% 
 
 
Annual management fee percentage
1.00% 
 
 
Quarterly incentive fee percentage in relation to distribution threshold
10.00% 
 
 
Distribution threshold (in dollars per share)
$ 0.625 
 
 
General and Administrative Expense [Member] |
Corridor Infra Trust Management [Member]
 
 
 
Management Agreement [Line Items]
 
 
 
Management Fee
$ 7,200,000 
$ 7,200,000 
$ 5,700,000 
Administrative Fee
269,000 
266,000 
224,000 
New Management Agreement [Member]
 
 
 
Management Agreement [Line Items]
 
 
 
Incentive fees waived
100,000 
88,000 
133,000 
Incentive Fee
595,000 
595,000 
279,000 
Payments for other fees
 
 
145,000 
Administrative Agreement [Member]
 
 
 
Management Agreement [Line Items]
 
 
 
Annual rate percentage of managed assets
0.04% 
 
 
Minimum annual fee
$ 30,000 
 
 
Fair Value - Assets and Liabilities Measured on a Recurring Basis (Details) (Fair Value, Measurements, Recurring [Member], USD $)
Dec. 31, 2017
Dec. 31, 2016
Assets:
 
 
Other equity securities
$ 2,958,315 
$ 9,287,209 
Total Assets
2,958,315 
9,307,159 
Interest Rate Swap [Member]
 
 
Assets:
 
 
Derivative asset
 
19,950 
Level 1 [Member]
 
 
Assets:
 
 
Other equity securities
Total Assets
Level 1 [Member] |
Interest Rate Swap [Member]
 
 
Assets:
 
 
Derivative asset
 
Level 2 [Member]
 
 
Assets:
 
 
Other equity securities
Total Assets
19,950 
Level 2 [Member] |
Interest Rate Swap [Member]
 
 
Assets:
 
 
Derivative asset
 
19,950 
Level 3 [Member]
 
 
Assets:
 
 
Other equity securities
2,958,315 
9,287,209 
Total Assets
2,958,315 
9,287,209 
Level 3 [Member] |
Interest Rate Swap [Member]
 
 
Assets:
 
 
Derivative asset
 
$ 0 
Fair Value - Changes in Level 3 Securities (Details) (Level 3 [Member], USD $)
12 Months Ended
Dec. 31, 2017
Dec. 31, 2016
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
 
 
Fair Value Beginning Balance
$ 9,287,209 
$ 8,393,683 
Acquisitions
1,161,034 
Disposals
(8,752,201)
Total Realized and Unrealized Gains Included in Net Income
1,531,827 
781,154 
Return of Capital Adjustments Impacting Cost Basis of Securities
(269,554)
112,372 
Fair Value Ending Balance
2,958,315 
9,287,209 
Changes in Unrealized Gains Included In Net Income, Relating to Securities Still Held
295,161 
781,154 
Other Equity Securities [Member]
 
 
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
 
 
Fair Value Beginning Balance
9,287,209 
8,393,683 
Acquisitions
1,161,034 
Disposals
8,752,201 
Total Realized and Unrealized Gains Included in Net Income
1,531,827 
781,154 
Return of Capital Adjustments Impacting Cost Basis of Securities
(269,554)
112,372 
Fair Value Ending Balance
2,958,315 
9,287,209 
Changes in Unrealized Gains Included In Net Income, Relating to Securities Still Held
$ 295,161 
$ 781,154 
Fair Value - Additional Information (Details) (USD $)
0 Months Ended 12 Months Ended 12 Months Ended 0 Months Ended 0 Months Ended 0 Months Ended
Dec. 21, 2017
Dec. 31, 2017
Lightfoot Capital Partners LP [Member]
Dec. 31, 2016
Lightfoot Capital Partners LP [Member]
Dec. 31, 2017
Lightfoot GP [Member]
Dec. 31, 2016
Lightfoot GP [Member]
Dec. 31, 2016
Minimum [Member]
Lightfoot Capital Partners LP [Member]
Dec. 31, 2016
Maximum [Member]
Lightfoot Capital Partners LP [Member]
Mar. 30, 2016
Cash Flow Hedging [Member]
Instrument
Dec. 31, 2017
Lightfoot Capital Partners LP [Member]
Arc Logistics Partners LP [Member]
Dec. 21, 2017
Lightfoot Capital Partners LP [Member]
Arc Logistics Partners LP [Member]
Dec. 31, 2017
Fair Value, Measurements, Recurring [Member]
Dec. 31, 2016
Fair Value, Measurements, Recurring [Member]
Dec. 31, 2017
Level 3 [Member]
Fair Value, Measurements, Recurring [Member]
Dec. 31, 2016
Level 3 [Member]
Fair Value, Measurements, Recurring [Member]
Dec. 21, 2017
Arc Terminal Joliet Holdings [Member]
Dec. 31, 2017
Arc Terminal Joliet Holdings [Member]
Dec. 31, 2017
Lightfoot and Arc Terminal Joliet Holdings [Member]
Dec. 21, 2017
Gulf LNG [Member]
Zenith [Member]
Dec. 21, 2017
Gulf LNG [Member]
Zenith [Member]
Dec. 21, 2017
Arc Terminal Joliet Holdings [Member]
Lightfoot LP and Lightfoot GP [Member]
Dec. 21, 2017
Gulf LNG [Member]
Lightfoot Capital Partners LP [Member]
Dec. 21, 2017
Arc Logistics GP [Member]
Lightfoot GP [Member]
Schedule of Equity Method Investments [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Number of instruments terminated
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Notional amount
 
 
 
 
 
 
 
$ 26,300,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Equity interest percentage
 
6.60% 
6.60% 
1.50% 
1.50% 
 
 
 
 
 
 
 
 
 
 
0.60% 
 
 
 
 
 
 
Receiving and regasification terminal, volume per day (bcf/d)
 
 
 
 
 
 
 
 
1,500,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
Limited partner interest
 
 
 
 
 
 
 
 
40.00% 
 
 
 
 
 
 
 
 
 
 
 
 
 
Equity issued (in dollars per unit)
 
 
 
 
 
 
 
 
 
$ 14.50 
 
 
 
 
 
 
 
 
 
 
 
 
Proceeds from sale of interest
7,600,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
36,200,000 
94,500,000 
Percentage of interest sold
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
5.52% 
100.00% 
Interest acquired
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
4.16% 
13.50% 
 
 
Payments to acquire
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
27,300,000 
 
 
 
 
Required reinvestment
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1,200,000 
 
 
 
 
 
 
 
Percent of total assets, less than
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
0.50% 
 
 
 
 
 
Other equity securities
 
 
 
 
 
 
 
 
 
 
$ 2,958,315 
$ 9,287,209 
$ 2,958,315 
$ 9,287,209 
 
 
 
 
 
 
 
 
Discount rate percentage
 
 
 
 
 
15.30% 
17.30% 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Fair Value - Carrying and Fair Value Amounts (Details) (USD $)
Dec. 31, 2017
Dec. 31, 2016
Carrying Amount [Member] |
Level 1 [Member]
 
 
Financial Assets:
 
 
Cash and cash equivalents
$ 15,787,069 
$ 7,895,084 
Financial Liabilities:
 
 
Unsecured convertible senior notes
112,032,083 
111,244,895 
Carrying Amount [Member] |
Level 2 [Member]
 
 
Financial Assets:
 
 
Derivative asset
19,950 
Financial Liabilities:
 
 
Long-term debt
40,745,354 
89,387,985 
Carrying Amount [Member] |
Level 3 [Member]
 
 
Financial Assets:
 
 
Financing notes receivable
1,500,000 
1,500,000 
Fair Value [Member] |
Level 1 [Member]
 
 
Financial Assets:
 
 
Cash and cash equivalents
15,787,069 
7,895,084 
Financial Liabilities:
 
 
Unsecured convertible senior notes
139,101,660 
129,527,940 
Fair Value [Member] |
Level 2 [Member]
 
 
Financial Assets:
 
 
Derivative asset
19,950 
Financial Liabilities:
 
 
Long-term debt
40,745,354 
89,387,985 
Fair Value [Member] |
Level 3 [Member]
 
 
Financial Assets:
 
 
Financing notes receivable
$ 1,500,000 
$ 1,500,000 
Debt - Schedule of Debt (Details) (USD $)
12 Months Ended 12 Months Ended 12 Months Ended 12 Months Ended 12 Months Ended 12 Months Ended 12 Months Ended
Dec. 31, 2017
Dec. 31, 2016
Dec. 31, 2017
7% Unsecured Convertible Senior Notes [Member]
Dec. 31, 2016
7% Unsecured Convertible Senior Notes [Member]
Jul. 8, 2015
Line of Credit [Member]
Jul. 8, 2015
Line of Credit [Member]
Revolving Credit Facility [Member]
Jul. 7, 2015
Line of Credit [Member]
Revolving Credit Facility [Member]
Dec. 31, 2017
Line of Credit [Member]
Revolving Credit Facility [Member]
CorEnergy Revolver [Member]
Dec. 31, 2016
Line of Credit [Member]
Revolving Credit Facility [Member]
CorEnergy Revolver [Member]
Dec. 31, 2017
Line of Credit [Member]
Revolving Credit Facility [Member]
MoGas Revolver [Member]
Dec. 31, 2016
Line of Credit [Member]
Revolving Credit Facility [Member]
MoGas Revolver [Member]
Nov. 24, 2014
Line of Credit [Member]
Revolving Credit Facility [Member]
MoGas Revolver [Member]
Dec. 31, 2017
Line of Credit [Member]
Revolving Credit Facility [Member]
Omega Line of Credit [Member]
Dec. 31, 2016
Line of Credit [Member]
Revolving Credit Facility [Member]
Omega Line of Credit [Member]
Dec. 31, 2017
Line of Credit [Member]
Term Loan [Member]
CorEnergy Term Loan [Member]
Dec. 31, 2016
Line of Credit [Member]
Term Loan [Member]
CorEnergy Term Loan [Member]
Dec. 31, 2017
Secured Debt [Member]
Dec. 31, 2016
Secured Debt [Member]
Dec. 31, 2017
Secured Debt [Member]
Amended Pinedale Term Credit Facility [Member]
Dec. 31, 2017
Secured Debt [Member]
Term Loan [Member]
$58.5M Term Loan - Related Party, Less Amount Payable to CorEnergy [Member]
Dec. 31, 2016
Secured Debt [Member]
Term Loan [Member]
$58.5M Term Loan - Related Party, Less Amount Payable to CorEnergy [Member]
Dec. 31, 2017
Secured Debt [Member]
Term Loan [Member]
Amended Pinedale Term Credit Facility [Member]
Dec. 31, 2016
Secured Debt [Member]
Term Loan [Member]
Amended Pinedale Term Credit Facility [Member]
Dec. 31, 2016
Secured Debt [Member]
Term Loan [Member]
$58.5M Term Loan [Member]
Dec. 31, 2017
Convertible Debt [Member]
Dec. 31, 2017
Convertible Debt [Member]
7% Unsecured Convertible Senior Notes [Member]
Dec. 31, 2016
Convertible Debt [Member]
7% Unsecured Convertible Senior Notes [Member]
Jun. 29, 2015
Convertible Debt [Member]
7% Unsecured Convertible Senior Notes [Member]
Dec. 31, 2017
Convertible Debt and Line of Credit [Member]
Dec. 31, 2016
Convertible Debt and Line of Credit [Member]
Debt Instrument [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total Commitment or Original Principal
 
 
 
 
$ 153,000,000 
$ 105,000,000 
$ 93,000,000 
$ 160,000,000 
 
$ 1,000,000 
 
$ 3,000,000.0 
$ 1,500,000 
 
$ 45,000,000 
 
 
 
 
$ 11,085,750 
 
$ 41,000,000 
 
$ 58,500,000 
 
$ 115,000,000 
 
$ 115,000,000.0 
 
 
Quarterly Principal Payments
 
 
 
 
 
 
 
 
 
 
 
1,615,000 
 
 
 
 
167,139 
 
882,000 
 
 
 
 
 
 
 
Amount Outstanding
155,000,000 
203,600,577 
 
 
 
 
 
44,000,000 
 
36,740,000 
 
 
 
8,860,577 
41,000,000 
 
 
114,000,000 
114,000,000 
 
 
 
Interest Rate, effective
 
 
 
 
 
 
 
4.32% 
3.76% 
4.32% 
3.77% 
 
5.57% 
4.77% 
0.00% 
3.74% 
 
 
 
0.00% 
8.00% 
 
 
 
 
 
 
 
 
 
Interest Rate, fixed
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
6.50% 
0.00% 
 
 
7.00% 
7.00% 
7.00% 
 
 
Deferred debt financing costs, net
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
254,646 
212,592 
 
 
 
 
 
 
241,000 
 
 
 
375,309 
381,531 
Unamortized discount
 
 
1,847,254 
2,586,166 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
3,700,000 
 
 
 
 
 
Total
152,777,437 
200,632,880 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
41,000,000 
 
41,000,000 
 
 
 
 
 
 
 
 
 
 
 
Debt due within one year
3,528,000 
7,128,556 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Term loan payable to CorEnergy
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$ 47,414,250 
 
 
 
 
 
 
Debt - CorEnergy Credit Facilities (Details) (USD $)
12 Months Ended 12 Months Ended 0 Months Ended 1 Months Ended 0 Months Ended 12 Months Ended 0 Months Ended 0 Months Ended 12 Months Ended 0 Months Ended
Dec. 31, 2017
Dec. 31, 2016
Dec. 31, 2015
Nov. 24, 2014
Regions [Member]
Revolving Credit Facility [Member]
Sep. 26, 2014
Regions [Member]
Revolving Credit Facility [Member]
Nov. 24, 2014
Subsidiaries [Member]
Regions [Member]
Revolving Credit Facility [Member]
Dec. 31, 2017
Parent Company [Member]
Dec. 31, 2016
Parent Company [Member]
Dec. 31, 2015
Parent Company [Member]
Nov. 24, 2014
LIBOR [Member]
Jul. 7, 2015
Minimum [Member]
LIBOR [Member]
Jul. 7, 2015
Maximum [Member]
LIBOR [Member]
Jul. 8, 2015
Line of Credit [Member]
Jul. 8, 2015
Line of Credit [Member]
Revolving Credit Facility [Member]
Jun. 29, 2015
Line of Credit [Member]
Revolving Credit Facility [Member]
Dec. 31, 2017
Line of Credit [Member]
Revolving Credit Facility [Member]
Jul. 8, 2015
Line of Credit [Member]
Revolving Credit Facility [Member]
Jul. 7, 2015
Line of Credit [Member]
Revolving Credit Facility [Member]
Jul. 28, 2017
Line of Credit [Member]
Amended And Restated CorEnergy Credit Facility [Member]
Dec. 31, 2017
Line of Credit [Member]
Amended And Restated CorEnergy Credit Facility [Member]
Jul. 28, 2017
Line of Credit [Member]
Amended And Restated CorEnergy Credit Facility [Member]
Jul. 8, 2015
Line of Credit [Member]
Subsidiaries [Member]
Revolving Credit Facility [Member]
Jul. 8, 2015
Line of Credit [Member]
Parent Company [Member]
Term Loan [Member]
Jul. 28, 2017
Line of Credit [Member]
Minimum [Member]
LIBOR [Member]
Amended And Restated CorEnergy Credit Facility [Member]
Jul. 28, 2017
Line of Credit [Member]
Maximum [Member]
LIBOR [Member]
Amended And Restated CorEnergy Credit Facility [Member]
Dec. 31, 2017
CorEnergy Revolver [Member]
Line of Credit [Member]
Revolving Credit Facility [Member]
Jul. 28, 2017
CorEnergy Revolver [Member]
Line of Credit [Member]
Amended And Restated CorEnergy Credit Facility [Member]
Dec. 31, 2017
MoGas Revolver [Member]
Line of Credit [Member]
Revolving Credit Facility [Member]
Nov. 24, 2014
MoGas Revolver [Member]
Line of Credit [Member]
Revolving Credit Facility [Member]
Dec. 31, 2017
MoGas Revolver [Member]
Line of Credit [Member]
Amended And Restated CorEnergy Credit Facility [Member]
Jul. 28, 2017
MoGas Revolver [Member]
Line of Credit [Member]
Amended And Restated CorEnergy Credit Facility [Member]
Jul. 28, 2017
CorEnergy Term Loan [Member]
Line of Credit [Member]
Revolving Credit Facility [Member]
Dec. 31, 2017
CorEnergy Term Loan [Member]
Line of Credit [Member]
Term Loan [Member]
Line of Credit Facility [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Face amount
 
 
 
$ 90,000,000 
$ 30,000,000 
$ 3,000,000 
 
 
 
 
 
 
$ 153,000,000 
 
 
 
$ 105,000,000 
$ 93,000,000 
 
 
$ 161,000,000 
$ 3,000,000 
$ 45,000,000 
 
 
$ 160,000,000 
$ 160,000,000 
$ 1,000,000 
$ 3,000,000.0 
 
$ 1,000,000 
 
$ 45,000,000 
Basis spread on variable rate
 
 
 
 
 
 
 
 
 
3.50% 
2.75% 
3.50% 
 
 
 
 
 
 
 
 
 
 
 
2.75% 
3.75% 
 
 
 
 
 
 
 
 
Borrowed against the revolver
10,000,000 
44,000,000 
45,392,332 
 
 
 
10,000,000 
44,000,000 
42,000,000 
 
 
 
 
 
42,000,000 
 
 
 
10,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Monthly principal periodic payment
 
 
 
 
 
 
 
 
 
 
 
 
 
900,000 
 
1,600,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Extinguishment of debt
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
44,000,000 
 
 
 
 
 
33,500,000 
 
Debt instrument term
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
5 years 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Remaining borrowing capacity
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
140,500,000 
 
 
 
 
 
 
 
 
 
1,000,000 
 
 
 
Long-term debt outstanding
$ 152,777,437 
$ 200,632,880 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$ 0 
 
 
 
Debt - Mowood/Omega Revolver/Pinedale Credit Facility (Details) (USD $)
12 Months Ended 0 Months Ended 1 Months Ended 0 Months Ended 12 Months Ended 0 Months Ended 0 Months Ended 3 Months Ended 0 Months Ended 3 Months Ended 0 Months Ended
Dec. 31, 2017
Dec. 31, 2016
Nov. 24, 2014
LIBOR [Member]
Jul. 7, 2015
LIBOR [Member]
Maximum [Member]
Jul. 8, 2015
Line of Credit [Member]
Dec. 31, 2017
Secured Debt [Member]
Jul. 8, 2015
Revolving Credit Facility [Member]
Line of Credit [Member]
Dec. 31, 2017
Revolving Credit Facility [Member]
Line of Credit [Member]
Jul. 8, 2015
Revolving Credit Facility [Member]
Line of Credit [Member]
Jul. 7, 2015
Revolving Credit Facility [Member]
Line of Credit [Member]
Jul. 31, 2015
Revolving Credit Facility [Member]
Line of Credit [Member]
Mowood/Omega Revolver [Member]
Dec. 31, 2017
Revolving Credit Facility [Member]
Line of Credit [Member]
Mowood/Omega Revolver [Member]
Jul. 31, 2015
Revolving Credit Facility [Member]
Line of Credit [Member]
Mowood/Omega Revolver [Member]
Mar. 30, 2016
Pinedale LP [Member]
Secured Term Credit Facility [Member]
Secured Debt [Member]
Mar. 7, 2014
Pinedale LP [Member]
Secured Term Credit Facility [Member]
Secured Debt [Member]
Dec. 20, 2012
Pinedale LP [Member]
Secured Term Credit Facility [Member]
Secured Debt [Member]
Mar. 31, 2016
Pinedale LP [Member]
Secured Term Credit Facility [Member]
Secured Debt [Member]
Mar. 30, 2016
Pinedale LP [Member]
Secured Term Credit Facility [Member]
Secured Debt [Member]
Mar. 7, 2014
Pinedale LP [Member]
Secured Term Credit Facility [Member]
Secured Debt [Member]
Dec. 20, 2012
Pinedale LP [Member]
Secured Term Credit Facility [Member]
Secured Debt [Member]
Dec. 20, 2012
Pinedale LP [Member]
Secured Term Credit Facility [Member]
Secured Debt [Member]
LIBOR [Member]
Mar. 31, 2016
Pinedale LP [Member]
Secured Term Credit Facility [Member]
Secured Debt [Member]
LIBOR [Member]
Mar. 30, 2016
Pinedale LP [Member]
Secured Term Credit Facility [Member]
Secured Debt [Member]
LIBOR [Member]
Maximum [Member]
Dec. 29, 2017
Pinedale LP [Member]
Amended Pinedale Term Credit Facility [Member]
Dec. 29, 2017
Pinedale LP [Member]
Amended Pinedale Term Credit Facility [Member]
Dec. 31, 2017
Pinedale Liquids Gathering System [Member]
Dec. 31, 2017
Pinedale Liquids Gathering System [Member]
General Partner [Member]
Pinedale GP [Member]
Mar. 30, 2016
Pinedale Liquids Gathering System [Member]
General Partner [Member]
Pinedale GP [Member]
Debt Instrument [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Maximum borrowing capacity
 
 
 
 
 
 
 
 
 
 
 
 
$ 1,500,000.0 
 
 
 
 
 
 
$ 70,000,000 
 
 
 
 
 
 
 
 
Basis spread on variable rate
 
 
3.50% 
3.50% 
 
 
 
 
 
 
4.00% 
 
 
1.00% 
 
 
 
 
 
 
3.25% 
4.25% 
7.00% 
 
 
 
 
 
Long-term debt outstanding
152,777,437 
200,632,880 
 
 
 
41,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Monthly principal periodic payment
 
 
 
 
 
 
900,000 
1,600,000 
 
 
 
 
 
 
294,000 
 
 
 
 
 
 
 
 
294,000 
 
 
 
 
Required principle payment as percentage of outstanding amount, beginning in year two
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
0.42% 
 
 
 
 
 
 
 
 
 
Extension option, term
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1 year 
 
 
 
 
 
 
 
 
 
 
 
 
Periodic payment through extension period
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
3,200,000 
 
 
 
 
 
 
 
 
 
 
 
Secured credit facilities, net
40,745,354 
89,387,985 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
58,500,000 
 
 
 
 
 
 
 
 
 
 
Controlling economic interest
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
81.05% 
 
Value of economic interest
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
47,400,000 
Cash sweep provision distribution
4,400,000 
9,100,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Debt instrument term
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
5 years 
 
 
 
 
Face amount
 
 
 
 
153,000,000 
 
 
 
105,000,000 
93,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
41,000,000.0 
 
 
 
Coupon rate percentage
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
6.50% 
 
 
 
Total assets
$ 633,418,113 
$ 650,732,571 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$ 142,200,000 
 
 
Debt - Amortization of Deferred Financing Costs (Details) (USD $)
12 Months Ended
Dec. 31, 2017
Dec. 31, 2016
Dec. 31, 2015
Line of Credit [Member] |
CorEnergy Credit Facility [Member]
 
 
 
Debt Instrument [Line Items]
 
 
 
Deferred debt issuance amortization
$ 1,600,000 
 
 
Interest Expense [Member] |
Line of Credit [Member]
 
 
 
Debt Instrument [Line Items]
 
 
 
Deferred debt issuance amortization
873,993 
1,234,856 
1,427,256 
Interest Expense [Member] |
Line of Credit [Member] |
CorEnergy Credit Facility [Member]
 
 
 
Debt Instrument [Line Items]
 
 
 
Deferred debt issuance amortization
873,601 
1,078,526 
926,930 
Interest Expense [Member] |
Secured Debt [Member] |
Pinedale Credit Facility [Member]
 
 
 
Debt Instrument [Line Items]
 
 
 
Deferred debt issuance amortization
$ 392 
$ 156,330 
$ 500,326 
Debt - CorEnergy Credit Facilities/Amended Pinedale Term Credit Facility (Details) (USD $)
3 Months Ended 12 Months Ended 0 Months Ended 12 Months Ended 0 Months Ended 12 Months Ended
Dec. 31, 2017
Sep. 30, 2017
Jun. 30, 2017
Mar. 31, 2017
Dec. 31, 2017
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2017
Amended Pinedale Term Credit Facility [Member]
Dec. 29, 2017
Amended Pinedale Term Credit Facility [Member]
Pinedale LP [Member]
Dec. 29, 2017
Amended Pinedale Term Credit Facility [Member]
Pinedale LP [Member]
Dec. 31, 2017
Line of Credit [Member]
CorEnergy Credit Facility [Member]
Jul. 28, 2017
Line of Credit [Member]
CorEnergy Credit Facility [Member]
Jul. 28, 2017
Line of Credit [Member]
Amended And Restated CorEnergy Credit Facility [Member]
Dec. 31, 2017
Line of Credit [Member]
Amended And Restated CorEnergy Credit Facility [Member]
Line of Credit Facility [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Deferred debt financing costs, net
 
 
 
 
 
 
 
 
 
$ 358,000 
$ 1,300,000 
$ 1,800,000 
 
 
Deferred debt issuance amortization
 
 
 
 
 
 
 
 
255,000 
 
1,600,000 
 
 
2,900,000 
Debt instrument term
 
 
 
 
 
 
 
 
5 years 
 
 
 
5 years 
 
Loss on extinguishment of debt
$ 102,500 
$ 234,433 
$ 0 
$ 0 
$ 336,933 
$ 0 
$ 0 
$ 103,000 
 
 
 
 
 
$ 234,000 
Debt - Long Term Debt Maturities (Details) (USD $)
Dec. 31, 2017
Dec. 31, 2016
Debt Instrument [Line Items]
 
 
Total
$ 152,777,437 
$ 200,632,880 
Secured Debt [Member]
 
 
Debt Instrument [Line Items]
 
 
2018
3,528,000 
 
2019
3,528,000 
 
2020
3,528,000 
 
2021
3,528,000 
 
2022
26,888,000 
 
Thereafter
 
Total
$ 41,000,000 
 
Debt - Convertible Debt Information (Details) (USD $)
0 Months Ended 3 Months Ended 12 Months Ended 12 Months Ended 0 Months Ended
May 23, 2016
Dec. 31, 2017
Sep. 30, 2017
Jun. 30, 2017
Mar. 31, 2017
Dec. 31, 2017
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2017
Convertible Senior Notes Due 2020 [Member]
Dec. 31, 2016
Convertible Senior Notes Due 2020 [Member]
Dec. 31, 2017
Convertible Debt [Member]
Dec. 31, 2016
Convertible Debt [Member]
Dec. 31, 2015
Convertible Debt [Member]
Jun. 29, 2015
Convertible Debt [Member]
Convertible Senior Notes Due 2020 [Member]
Dec. 31, 2017
Convertible Debt [Member]
Convertible Senior Notes Due 2020 [Member]
Dec. 31, 2016
Convertible Debt [Member]
Convertible Senior Notes Due 2020 [Member]
Jun. 29, 2015
Convertible Debt [Member]
Convertible Senior Notes Due 2020 [Member]
Debt Instrument [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Face amount
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$ 115,000,000 
 
$ 115,000,000.0 
Interest Rate
 
 
 
 
 
 
 
 
 
 
 
 
 
 
7.00% 
7.00% 
7.00% 
Shares issued (in shares)
 
 
 
 
 
 
 
 
 
 
 
 
 
30.3030 
 
 
 
Principal amount
 
 
 
 
 
 
 
 
 
 
 
 
 
1,000 
 
 
 
Conversion price (in dollars per share)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$ 33.00 
Percentage of principal amount redeemed
 
 
 
 
 
 
 
 
 
 
 
 
 
100.00% 
 
 
 
Repurchases of convertible debt
1,000,000 
 
 
 
 
899,960 
 
 
 
 
 
 
 
 
 
Gain on extinguishment of debt
 
(102,500)
(234,433)
(336,933)
 
 
 
72,000 
 
 
 
 
 
Amount of underwriter's discount
 
 
 
 
 
 
 
 
1,847,254 
2,586,166 
3,700,000 
 
 
 
 
 
 
Deferred debt financing costs, net
 
 
 
 
 
 
 
 
 
 
$ 241,000 
 
 
 
 
 
 
Effective percentage
 
 
 
 
 
 
 
 
 
 
7.70% 
7.70% 
7.70% 
 
 
 
 
Debt - Convertible Debt (Details) (Convertible Debt [Member], USD $)
12 Months Ended
Dec. 31, 2017
Dec. 31, 2016
Dec. 31, 2015
Jun. 29, 2015
Debt Instrument [Line Items]
 
 
 
 
Interest expense
$ 8,767,188 
$ 8,800,842 
$ 4,472,031 
 
Discount amortization
738,912 
744,081 
380,653 
 
Deferred debt issuance amortization
48,276 
48,566 
21,656 
 
Convertible Senior Notes Due 2020 [Member]
 
 
 
 
Debt Instrument [Line Items]
 
 
 
 
Interest expense
$ 7,980,000 
$ 8,008,195 
$ 4,069,722 
 
Interest Rate
7.00% 
7.00% 
 
7.00% 
Asset Retirement Obligation (Details) (USD $)
12 Months Ended
Dec. 31, 2017
Dec. 31, 2016
Asset Retirement Obligation, Roll Forward Analysis [Roll Forward]
 
 
Beginning asset retirement obligation
$ 11,882,943 
$ 12,839,042 
Liabilities assumed
ARO accretion expense
663,065 
726,664 
Revision in cash flow estimates
(3,375,515)
(1,682,763)
Ending asset retirement obligation
$ 9,170,493 
$ 11,882,943 
Interest Rate Hedge Swaps - Additional Information (Details) (USD $)
Mar. 31, 2016
Instrument
Feb. 28, 2013
Instrument
Interest Rate Swap [Member]
 
 
Derivative [Line Items]
 
 
Number of derivative agreements
 
Notional amount
$ 26,300,000 
$ 52,500,000 
Fixed interest rate
 
0.865% 
Number of instruments terminated
 
Notional amount terminated
26,300,000 
 
Secured Debt [Member] |
Key Bank [Member]
 
 
Derivative [Line Items]
 
 
Maximum borrowing capacity
 
$ 70,000,000 
Interest Rate Hedge Swaps (Details) (USD $)
12 Months Ended
Dec. 31, 2017
Dec. 31, 2016
Dec. 31, 2015
Designated as Hedging Instrument [Member]
 
 
 
Derivative Instruments, Gain (Loss) [Line Items]
 
 
 
Amount of (Loss) Gain on Derivatives Recognized in AOCI (Effective Portion)
$ 0 
$ (300,181)
$ (611,879)
Amount of Loss on Derivatives Reclassified from AOCI (Effective Portion) Recognized in Net Income
(50,964)
(287,999)
Not Designated as Hedging Instrument [Member]
 
 
 
Derivative Instruments, Gain (Loss) [Line Items]
 
 
 
Amount of (Loss) Gain on Derivatives Recognized in AOCI (Effective Portion)
$ 25,842 
$ 73,204 
$ 0 
Stockholder's Equity - Preferred Stock (Details) (USD $)
In Millions, except Share data, unless otherwise specified
0 Months Ended 12 Months Ended 12 Months Ended 0 Months Ended 12 Months Ended 0 Months Ended 12 Months Ended 12 Months Ended
Jan. 27, 2015
Dec. 31, 2017
Dec. 31, 2017
Series A Cumulative Redeemable Preferred Stock [Member]
Dec. 31, 2016
Series A Cumulative Redeemable Preferred Stock [Member]
Jan. 27, 2015
Series A Cumulative Redeemable Preferred Stock [Member]
Dec. 31, 2017
Depositary Shares [Member]
Jan. 27, 2015
Preferred Stock [Member]
Series A Cumulative Redeemable Preferred Stock [Member]
Dec. 31, 2017
Preferred Stock [Member]
Series A Cumulative Redeemable Preferred Stock [Member]
May 10, 2017
Underwritten Public Offering [Member]
Depositary Shares [Member]
Apr. 18, 2017
Underwritten Public Offering [Member]
Depositary Shares [Member]
Jan. 27, 2015
Underwritten Public Offering [Member]
Depositary Shares [Member]
Dec. 31, 2017
Underwritten Public Offering [Member]
Depositary Shares [Member]
May 10, 2017
Underwritten Public Offering [Member]
Depositary Shares [Member]
Apr. 18, 2017
Underwritten Public Offering [Member]
Depositary Shares [Member]
Dec. 31, 2017
Underwritten Public Offering [Member]
Preferred Stock [Member]
Dec. 31, 2017
Line of Credit [Member]
Revolving Credit Facility [Member]
CorEnergy Revolver [Member]
Dec. 31, 2017
CORRPrA [Member]
Class of Stock [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Preferred stock, authorized (in shares)
 
10,000,000 
10,000,000 
10,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
Preferred stock, par value (in dollars per share)
 
$ 0.001 
$ 0.001 
$ 0.001 
 
 
 
 
 
 
 
 
 
 
 
 
$ 52.00 
Shares sold in offering (in shares)
 
 
 
 
 
 
 
 
150,000 
2,800,000 
2,250,000 
 
 
 
 
 
 
Preferred stock interest rate
 
 
7.375% 
 
 
 
7.375% 
7.375% 
 
 
 
 
 
 
 
 
 
Percent equivalent of preferred shares
 
 
 
 
 
1.00% 
 
 
 
 
 
 
 
 
 
 
 
Preferred stock, issued (in shares)
 
 
52,000 
22,500 
22,500 
 
 
 
 
 
 
 
 
 
 
 
 
Net offering proceeds
$ 54.2 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Sale of stock (in dollars per share)
 
 
 
 
 
 
 
 
 
 
 
 
$ 25.00 
$ 25.00 
 
 
 
Proceeds from sale of stock
 
 
 
 
 
 
 
 
 
 
 
71.2 
 
 
 
 
 
Extinguishment of debt
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$ 44.0 
 
Shares outstanding
 
 
 
 
 
 
 
 
 
 
 
5,200,000 
 
 
52,000 
 
 
Dividends (in dollars per share)
 
 
 
 
 
$ 1.84375 
 
 
 
 
 
 
 
 
 
 
 
Preferred Stock, Liquidation Preference (in dollars per share)
 
 
$ 2,500 
$ 2,500 
 
$ 25.00 
 
 
 
 
 
 
 
 
 
 
 
Stockholder's Equity - Common Stock (Details) (USD $)
12 Months Ended 12 Months Ended
Dec. 31, 2016
Dec. 31, 2017
Dec. 31, 2016
Common Stock [Member]
Dec. 31, 2015
Common Stock [Member]
Class of Stock [Line Items]
 
 
 
 
Authorized amount of shares to be repurchased
 
 
 
$ 10,000,000 
Repurchase of common stock (in shares)
 
 
90,613 
 
Repurchase of common stock
$ 2,041,851 
 
$ 91 
 
Shares of common stock offered (in shares)
11,886,216 
11,915,830 
 
 
Stockholder's Equity - Shelf Registration (Details) (USD $)
12 Months Ended 12 Months Ended 22 Months Ended 3 Months Ended 0 Months Ended 12 Months Ended
Dec. 31, 2017
Dec. 31, 2016
Dec. 31, 2015
Feb. 18, 2016
Dec. 31, 2017
Series A Cumulative Redeemable Preferred Stock [Member]
Dec. 31, 2017
Dividend Reinvestment Plan [Member]
Jun. 30, 2017
Depositary Shares [Member]
Underwritten Public Offering [Member]
Jan. 27, 2015
Preferred Stock [Member]
Series A Cumulative Redeemable Preferred Stock [Member]
Dec. 31, 2017
Preferred Stock [Member]
Series A Cumulative Redeemable Preferred Stock [Member]
Class of Stock [Line Items]
 
 
 
 
 
 
 
 
 
Aggregate offering price of shelf registration
 
 
 
$ 600,000,000 
 
 
 
 
 
Reinvestment of distributions to stockholders (in shares)
 
 
 
 
 
62,215 
 
 
 
Reinvestment of dividends paid to common stockholders
962,308 
815,889 
817,915 
 
 
1,800,000 
 
 
 
Reduction in shelf availability
 
 
 
 
 
 
73,800,000 
 
 
Preferred stock interest rate
 
 
 
 
7.375% 
 
 
7.375% 
7.375% 
Shelf registration after dividend reinvestment plan reduction
$ 524,500,000 
 
 
 
 
 
 
 
 
Earnings Per Share (Details) (USD $)
3 Months Ended 12 Months Ended
Dec. 31, 2017
Sep. 30, 2017
Jun. 30, 2017
Mar. 31, 2017
Dec. 31, 2016
Sep. 30, 2016
Jun. 30, 2016
Mar. 31, 2016
Dec. 31, 2017
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2017
Convertible Debt [Member]
Convertible Senior Notes Due 2020 [Member]
Dec. 31, 2016
Convertible Debt [Member]
Convertible Senior Notes Due 2020 [Member]
Jun. 29, 2015
Convertible Debt [Member]
Convertible Senior Notes Due 2020 [Member]
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Coupon rate percentage
 
 
 
 
 
 
 
 
 
 
 
7.00% 
7.00% 
7.00% 
Shares issued upon conversion (in shares)
 
 
 
 
 
 
 
 
 
 
 
3,454,545 
 
 
Net income attributable to CorEnergy stockholders
$ 6,755,855 
$ 9,177,284 
$ 9,000,172 
$ 7,669,478 
$ 8,086,367 
$ 9,231,185 
$ 8,954,527 
$ 3,391,121 
$ 32,602,790 
$ 29,663,200 
$ 12,319,911 
 
 
 
Less: preferred dividend requirements
2,396,875 
2,396,875 
2,123,129 
1,037,109 
1,037,110 
1,037,109 
1,037,109 
1,037,109 
7,953,988 
4,148,437 
3,848,828 
 
 
 
Net Income attributable to Common Stockholders
4,358,980 
6,780,409 
6,877,043 
6,632,369 
7,049,257 
8,194,076 
7,917,418 
2,354,012 
24,648,802 
25,514,763 
8,471,083 
 
 
 
Weighted average shares - basic (in shares)
 
 
 
 
 
 
 
 
11,900,516 
11,901,985 
10,685,892 
 
 
 
Basic earnings per share (in dollars per share)
$ 0.37 
$ 0.57 
$ 0.58 
$ 0.56 
$ 0.59 
$ 0.69 
$ 0.66 
$ 0.20 
$ 2.07 
$ 2.14 
$ 0.79 
 
 
 
Net income attributable to common stockholders (from above)
4,358,980 
6,780,409 
6,877,043 
6,632,369 
7,049,257 
8,194,076 
7,917,418 
2,354,012 
24,648,802 
25,514,763 
8,471,083 
 
 
 
Add: After tax effect of convertible interest
 
 
 
 
 
 
 
 
 
 
 
Income attributable for dilutive securities
 
 
 
 
 
 
 
 
$ 24,648,802 
$ 25,514,763 
$ 8,471,083 
 
 
 
Weighted average shares - diluted (in shares)
 
 
 
 
 
 
 
 
11,900,516 
11,901,985 
10,685,892 
 
 
 
Diluted earnings per share (in dollars per share)
$ 0.37 
$ 0.57 
$ 0.58 
$ 0.56 
$ 0.59 
$ 0.68 
$ 0.66 
$ 0.20 
$ 2.07 
$ 2.14 
$ 0.79 
 
 
 
Quarterly Financial Data (Unaudited) (Details) (USD $)
3 Months Ended 12 Months Ended
Dec. 31, 2017
Sep. 30, 2017
Jun. 30, 2017
Mar. 31, 2017
Dec. 31, 2016
Sep. 30, 2016
Jun. 30, 2016
Mar. 31, 2016
Dec. 31, 2017
Dec. 31, 2016
Dec. 31, 2015
Revenue
 
 
 
 
 
 
 
 
 
 
 
Lease revenue
$ 17,513,510 
$ 17,173,676 
$ 17,050,092 
$ 17,066,526 
$ 17,005,831 
$ 16,996,155 
$ 16,996,072 
$ 16,996,072 
$ 68,803,804 
$ 67,994,130 
$ 48,086,072 
Transportation and distribution revenue
4,888,575 
5,270,628 
4,775,780 
5,010,590 
5,810,651 
5,119,330 
5,064,680 
5,099,451 
19,945,573 
21,094,112 
14,345,269 
Financing revenue
 
 
 
 
162,344 
162,344 
1,697,550 
Total Revenue
22,402,085 
22,444,304 
21,825,872 
22,077,116 
22,816,482 
22,115,485 
22,060,752 
22,257,867 
88,749,377 
89,250,586 
71,288,935 
Expenses
 
 
 
 
 
 
 
 
 
 
 
Transportation and distribution expenses
1,646,975 
2,384,182 
1,362,980 
1,335,570 
2,240,556 
1,482,161 
1,378,306 
1,362,325 
6,729,707 
6,463,348 
4,609,725 
General and administrative
2,534,372 
2,632,546 
2,558,339 
3,061,240 
3,185,419 
3,021,869 
2,773,240 
3,289,852 
10,786,497 
12,270,380 
9,745,704 
Depreciation, amortization and ARO accretion expense
6,018,143 
6,017,664 
6,005,995 
6,005,908 
5,744,762 
5,744,266 
5,737,025 
5,296,818 
24,047,710 
22,522,871 
18,766,551 
Provision for loan loss and disposition
 
 
 
 
369,278 
4,645,188 
5,000,000 
13,800,000 
Total Expenses
10,199,490 
11,034,392 
9,927,314 
10,402,718 
11,170,737 
10,248,296 
10,257,849 
14,594,183 
41,563,914 
46,271,065 
49,725,329 
Operating Income
12,202,595 
11,409,912 
11,898,558 
11,674,398 
11,645,745 
11,867,189 
11,802,903 
7,663,684 
47,185,463 
42,979,521 
21,563,606 
Other Income (Expense)
 
 
 
 
 
 
 
 
 
 
 
Net distributions and dividend income
202,149 
213,040 
221,440 
43,462 
273,559 
277,523 
214,169 
375,573 
680,091 
1,140,824 
1,270,755 
Net realized and unrealized gain (loss) on other equity securities
121,204 
1,340,197 
614,634 
(544,208)
(177,289)
1,430,858 
1,199,665 
(1,628,752)
1,531,827 
824,482 
(1,063,613)
Interest expense
(2,793,245)
(2,928,036)
(3,202,837)
(3,454,397)
(3,430,162)
(3,520,856)
(3,540,812)
(3,926,009)
(12,378,514)
(14,417,839)
(9,781,184)
Loss on extinguishment of debt
(102,500)
(234,433)
 
 
 
 
(336,933)
Total Other Expense
(2,572,392)
(1,609,232)
(2,366,763)
(3,955,143)
(3,333,892)
(1,812,475)
(2,126,978)
(5,179,188)
(10,503,529)
(12,452,533)
(9,574,042)
Income before income taxes
9,630,203 
9,800,680 
9,531,795 
7,719,255 
8,311,853 
10,054,714 
9,675,925 
2,484,496 
36,681,934 
30,526,988 
11,989,564 
Taxes
 
 
 
 
 
 
 
 
 
 
 
Current tax expense (benefit)
2,742,636 
65,131 
57,651 
(33,760)
65,847 
95,125 
203,652 
(677,731)
2,831,658 
(313,107)
922,010 
Deferred tax expense (benefit)
(352,018)
126,440 
38,084 
(298,846)
(168,731)
388,027 
206,786 
(577,395)
(486,340)
(151,313)
(2,869,563)
Income tax expense (benefit), net
2,390,618 
191,571 
95,735 
(332,606)
(102,884)
483,152 
410,438 
(1,255,126)
2,345,318 
(464,420)
(1,947,553)
Net Income
7,239,585 
9,609,109 
9,436,060 
8,051,861 
8,414,737 
9,571,562 
9,265,487 
3,739,622 
34,336,616 
30,991,408 
13,937,117 
Less: Net Income attributable to non-controlling interest
483,730 
431,825 
435,888 
382,383 
328,370 
340,377 
310,960 
348,501 
1,733,826 
1,328,208 
1,617,206 
Net Income attributable to CorEnergy Stockholders
6,755,855 
9,177,284 
9,000,172 
7,669,478 
8,086,367 
9,231,185 
8,954,527 
3,391,121 
32,602,790 
29,663,200 
12,319,911 
Preferred dividend requirements
2,396,875 
2,396,875 
2,123,129 
1,037,109 
1,037,110 
1,037,109 
1,037,109 
1,037,109 
7,953,988 
4,148,437 
3,848,828 
Net Income attributable to Common Stockholders
$ 4,358,980 
$ 6,780,409 
$ 6,877,043 
$ 6,632,369 
$ 7,049,257 
$ 8,194,076 
$ 7,917,418 
$ 2,354,012 
$ 24,648,802 
$ 25,514,763 
$ 8,471,083 
Earnings Per Common Share:
 
 
 
 
 
 
 
 
 
 
 
Basic (in dollars per share)
$ 0.37 
$ 0.57 
$ 0.58 
$ 0.56 
$ 0.59 
$ 0.69 
$ 0.66 
$ 0.20 
$ 2.07 
$ 2.14 
$ 0.79 
Diluted (in dollars per share)
$ 0.37 
$ 0.57 
$ 0.58 
$ 0.56 
$ 0.59 
$ 0.68 
$ 0.66 
$ 0.20 
$ 2.07 
$ 2.14 
$ 0.79 
Subsequent Events (Details)
12 Months Ended 0 Months Ended 12 Months Ended 0 Months Ended 12 Months Ended
Dec. 31, 2017
Dec. 31, 2016
Dec. 31, 2015
Jan. 24, 2018
Common Stock [Member]
Subsequent Event [Member]
Dec. 31, 2017
Series A Cumulative Redeemable Preferred Stock [Member]
Jan. 24, 2018
Series A Cumulative Redeemable Preferred Stock [Member]
Depositary Shares [Member]
Subsequent Event [Member]
Jan. 27, 2015
Series A Cumulative Redeemable Preferred Stock [Member]
Preferred Stock [Member]
Dec. 31, 2017
Series A Cumulative Redeemable Preferred Stock [Member]
Preferred Stock [Member]
Subsequent Event [Line Items]
 
 
 
 
 
 
 
 
Dividends declared per share (in dollars per share)
$ 3.000 
$ 3.000 
$ 2.750 
$ 0.750 
 
 
 
 
Depositary stock, dividends declared per share (in dollars per share)
 
 
 
 
 
$ 0.4609375 
 
 
Coupon rate percentage
 
 
 
 
7.375% 
 
7.375% 
7.375% 
SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT - Balance Sheet (Details) (USD $)
Dec. 31, 2017
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
Assets
 
 
 
 
Leased property, net of accumulated depreciation of $927,838 and $743,458
$ 465,956,467 
$ 489,258,369 
 
 
Cash and cash equivalents
15,787,069 
7,895,084 
14,618,740 
7,578,164 
Deferred costs, net of accumulated amortization of $226,342 and $1,240,297
3,504,916 
3,132,050 
 
 
Prepaid expenses and other assets
742,154 
354,230 
 
 
Total Assets
633,418,113 
650,732,571 
 
 
Liabilities and Equity
 
 
 
 
Secured credit facilities, net
40,745,354 
89,387,985 
 
 
Unsecured convertible senior notes, net of discount and debt issuance costs of $1,967,917 and $2,755,105
112,032,083 
111,244,895 
 
 
Accounts payable and other accrued liabilities
2,333,782 
2,416,283 
 
 
Management fees payable
1,748,426 
1,735,024 
 
 
Total Liabilities
171,632,481 
216,823,091 
 
 
Equity
 
 
 
 
Series A Cumulative Redeemable Preferred Stock 7.375%, $130,000,000 and $56,250,000 liquidation preference ($2,500 per share, $0.001 par value), 10,000,000 authorized; 52,000 and 22,500 issued and outstanding at December 31, 2017 and December 31, 2016, respectively
130,000,000 
56,250,000 
 
 
Capital stock, non-convertible, $0.001 par value; 11,915,830 and 11,886,216 shares issued and outstanding at December 31, 2017 and December 31, 2016 (100,000,000 shares authorized)
11,916 
11,886 
 
 
Additional paid-in capital
331,773,716 
350,217,746 
 
 
Accumulated other comprehensive loss
(11,196)
 
 
Total CorEnergy Equity
461,785,632 
406,468,436 
 
 
Total Liabilities and Equity
633,418,113 
650,732,571 
 
 
Parent Company [Member]
 
 
 
 
Assets
 
 
 
 
Leased property, net of accumulated depreciation of $927,838 and $743,458
3,865,818 
4,050,198 
 
 
Investments
479,840,250 
451,603,448 
 
 
Cash and cash equivalents
6,662,474 
5,933,481 
10,089,436 
3,599,935 
Due from subsidiary
7,302,678 
9,770,878 
 
 
Note receivable from subsidiary
83,250,000 
128,244,591 
 
 
Deferred costs, net of accumulated amortization of $226,342 and $1,240,297
2,255,425 
1,548,255 
 
 
Prepaid expenses and other assets
197,211 
178,168 
 
 
Total Assets
583,373,856 
601,329,019 
 
 
Liabilities and Equity
 
 
 
 
Secured credit facilities, net
80,527,408 
 
 
Unsecured convertible senior notes, net of discount and debt issuance costs of $1,967,917 and $2,755,105
112,032,083 
111,244,895 
 
 
Accounts payable and other accrued liabilities
987,881 
1,199,616 
 
 
Management fees payable
1,748,426 
1,735,024 
 
 
Due to affiliate
153,640 
153,640 
 
 
Total Liabilities
114,922,030 
194,860,583 
 
 
Equity
 
 
 
 
Series A Cumulative Redeemable Preferred Stock 7.375%, $130,000,000 and $56,250,000 liquidation preference ($2,500 per share, $0.001 par value), 10,000,000 authorized; 52,000 and 22,500 issued and outstanding at December 31, 2017 and December 31, 2016, respectively
130,000,000 
56,250,000 
 
 
Capital stock, non-convertible, $0.001 par value; 11,915,830 and 11,886,216 shares issued and outstanding at December 31, 2017 and December 31, 2016 (100,000,000 shares authorized)
11,916 
11,886 
 
 
Additional paid-in capital
338,439,910 
350,217,746 
 
 
Accumulated other comprehensive loss
(11,196)
 
 
Total CorEnergy Equity
468,451,826 
406,468,436 
 
 
Total Liabilities and Equity
$ 583,373,856 
$ 601,329,019 
 
 
SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT - Balance Sheet Parenthetical (Details) (USD $)
12 Months Ended
Dec. 31, 2017
Dec. 31, 2016
Jan. 27, 2015
Condensed Balance Sheet Statements, Captions [Line Items]
 
 
 
Accumulated depreciation, leased property
$ 72,155,753 
$ 52,219,717 
 
Accumulated amortization, Deferred costs
623,764 
2,261,151 
 
Preferred stock, par value (in dollars per share)
$ 0.001 
 
 
Preferred Stock, Shares Authorized
10,000,000 
 
 
Capital stock non-convertible, par value (in dollars per share)
$ 0.001 
$ 0.001 
 
Capital stock non-convertible, shares issued (in shares)
11,915,830 
11,886,216 
 
Capital stock non-convertible, shares outstanding
11,915,830 
11,886,216 
 
Capital stock non-convertible, shares authorized
100,000,000 
100,000,000 
 
Convertible Debt [Member]
 
 
 
Condensed Balance Sheet Statements, Captions [Line Items]
 
 
 
Net of discount and debt issuance costs
1,967,917 
2,755,105 
 
Series A Cumulative Redeemable Preferred Stock [Member]
 
 
 
Condensed Balance Sheet Statements, Captions [Line Items]
 
 
 
Preferred stock interest rate
7.375% 
 
 
Preferred Stock, Liquidation Preference
130,000,000 
56,250,000 
 
Preferred Stock, Liquidation Preference (in dollars per share)
$ 2,500 
$ 2,500 
 
Preferred stock, par value (in dollars per share)
$ 0.001 
$ 0.001 
 
Preferred Stock, Shares Authorized
10,000,000 
10,000,000 
 
Preferred Stock, Shares Issued
52,000 
22,500 
22,500 
Preferred Stock, Shares Outstanding
52,000 
22,500 
 
Parent Company [Member]
 
 
 
Condensed Balance Sheet Statements, Captions [Line Items]
 
 
 
Accumulated depreciation, leased property
927,838 
743,458 
 
Accumulated amortization, Deferred costs
226,342 
1,240,297 
 
Capital stock non-convertible, par value (in dollars per share)
$ 0.001 
$ 0.001 
 
Capital stock non-convertible, shares issued (in shares)
11,915,830 
11,886,216 
 
Capital stock non-convertible, shares outstanding
11,915,830 
11,886,216 
 
Capital stock non-convertible, shares authorized
100,000,000 
100,000,000 
 
Parent Company [Member] |
Convertible Debt [Member]
 
 
 
Condensed Balance Sheet Statements, Captions [Line Items]
 
 
 
Net of discount and debt issuance costs
1,967,917 
2,755,105 
 
Parent Company [Member] |
Series A Cumulative Redeemable Preferred Stock [Member]
 
 
 
Condensed Balance Sheet Statements, Captions [Line Items]
 
 
 
Preferred stock interest rate
7.375% 
 
 
Preferred Stock, Liquidation Preference
$ 130,000,000 
$ 56,250,000 
 
Preferred Stock, Liquidation Preference (in dollars per share)
$ 2,500 
$ 2,500 
 
Preferred stock, par value (in dollars per share)
$ 0.001 
$ 0.001 
 
Preferred Stock, Shares Authorized
10,000,000 
10,000,000 
 
Preferred Stock, Shares Issued
52,000 
22,500 
 
Preferred Stock, Shares Outstanding
52,000 
22,500 
 
SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT - Income and Comprehensive Income (Details) (USD $)
3 Months Ended 12 Months Ended
Dec. 31, 2017
Sep. 30, 2017
Jun. 30, 2017
Mar. 31, 2017
Dec. 31, 2016
Sep. 30, 2016
Jun. 30, 2016
Mar. 31, 2016
Dec. 31, 2017
Dec. 31, 2016
Dec. 31, 2015
Revenue
 
 
 
 
 
 
 
 
 
 
 
Lease revenue
$ 17,513,510 
$ 17,173,676 
$ 17,050,092 
$ 17,066,526 
$ 17,005,831 
$ 16,996,155 
$ 16,996,072 
$ 16,996,072 
$ 68,803,804 
$ 67,994,130 
$ 48,086,072 
Total Revenue
22,402,085 
22,444,304 
21,825,872 
22,077,116 
22,816,482 
22,115,485 
22,060,752 
22,257,867 
88,749,377 
89,250,586 
71,288,935 
Expenses
 
 
 
 
 
 
 
 
 
 
 
General and administrative
2,534,372 
2,632,546 
2,558,339 
3,061,240 
3,185,419 
3,021,869 
2,773,240 
3,289,852 
10,786,497 
12,270,380 
9,745,704 
Depreciation expense
 
 
 
 
 
 
 
 
3,400,000 
3,400,000 
3,300,000 
Total Expenses
10,199,490 
11,034,392 
9,927,314 
10,402,718 
11,170,737 
10,248,296 
10,257,849 
14,594,183 
41,563,914 
46,271,065 
49,725,329 
Operating Income
12,202,595 
11,409,912 
11,898,558 
11,674,398 
11,645,745 
11,867,189 
11,802,903 
7,663,684 
47,185,463 
42,979,521 
21,563,606 
Other Income (Expense)
 
 
 
 
 
 
 
 
 
 
 
Net distributions and dividend income
202,149 
213,040 
221,440 
43,462 
273,559 
277,523 
214,169 
375,573 
680,091 
1,140,824 
1,270,755 
Loss on extinguishment of debt
(102,500)
(234,433)
 
 
 
 
(336,933)
Total Other Expense
(2,572,392)
(1,609,232)
(2,366,763)
(3,955,143)
(3,333,892)
(1,812,475)
(2,126,978)
(5,179,188)
(10,503,529)
(12,452,533)
(9,574,042)
Net Income attributable to CorEnergy Stockholders
6,755,855 
9,177,284 
9,000,172 
7,669,478 
8,086,367 
9,231,185 
8,954,527 
3,391,121 
32,602,790 
29,663,200 
12,319,911 
Changes in fair value of qualifying hedges
 
 
 
 
 
 
 
 
11,196 
(201,993)
(262,505)
Net Change in Other Comprehensive Income (Loss)
 
 
 
 
 
 
 
 
13,813 
(249,219)
(323,880)
Parent Company [Member]
 
 
 
 
 
 
 
 
 
 
 
Revenue
 
 
 
 
 
 
 
 
 
 
 
Lease revenue
 
 
 
 
 
 
 
 
638,243 
Earnings from subsidiary
 
 
 
 
 
 
 
 
36,222,221 
32,856,338 
10,894,003 
Total Revenue
 
 
 
 
 
 
 
 
36,222,221 
32,856,338 
11,532,246 
Expenses
 
 
 
 
 
 
 
 
 
 
 
General and administrative
 
 
 
 
 
 
 
 
2,298,201 
2,236,358 
1,426,598 
Depreciation expense
 
 
 
 
 
 
 
 
184,380 
184,380 
754,050 
Amortization expense
 
 
 
 
 
 
 
 
5,316 
5,316 
5,316 
Total Expenses
 
 
 
 
 
 
 
 
2,487,897 
2,426,054 
2,185,964 
Operating Income
 
 
 
 
 
 
 
 
33,734,324 
30,430,284 
9,346,282 
Other Income (Expense)
 
 
 
 
 
 
 
 
 
 
 
Net distributions and dividend income
 
 
 
 
 
 
 
 
96,866 
12,963 
13,542 
Interest on loans to subsidiaries
 
 
 
 
 
 
 
 
11,549,344 
11,705,465 
9,294,537 
Interest expense, net
 
 
 
 
 
 
 
 
(11,451,944)
(12,485,510)
(6,334,450)
Loss on extinguishment of debt
 
 
 
 
 
 
 
 
(225,801)
Total Other Expense
 
 
 
 
 
 
 
 
(31,535)
(767,082)
2,973,629 
Net Income attributable to CorEnergy Stockholders
 
 
 
 
 
 
 
 
33,702,789 
29,663,202 
12,319,911 
Changes in fair value of qualifying hedges
 
 
 
 
 
 
 
 
11,196 
(201,993)
(262,505)
Net Change in Other Comprehensive Income (Loss)
 
 
 
 
 
 
 
 
$ 33,713,985 
$ 29,461,209 
$ 12,057,406 
SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT - Cash Flows (Details) (USD $)
0 Months Ended 12 Months Ended
May 23, 2016
Dec. 31, 2017
Dec. 31, 2016
Dec. 31, 2015
Condensed Cash Flow Statements, Captions [Line Items]
 
 
 
 
Net cash provided by (used in) operating activities
 
$ 56,791,571 
$ 51,108,652 
$ 42,600,618 
Investing Activities
 
 
 
 
Proceeds from assets and liabilities held for sale
 
644,934 
7,678,246 
Issuance of note to subsidiary
 
(202,000)
(524,037)
Principal payment on financing note receivable
 
100,000 
Net cash provided by (used in) investing activities
 
7,595,477 
479,090 
(244,612,616)
Financing Activities
 
 
 
 
Debt financing costs
 
(1,462,741)
(193,000)
(1,617,991)
Net offering proceeds on Series A preferred stock
 
71,161,531 
54,210,476 
Net offering proceeds on common stock
 
73,184,679 
Net offering proceeds on convertible debt
 
111,262,500 
Repurchases of common stock
 
(2,041,851)
Repurchases of convertible debt
(1,000,000)
(899,960)
Dividends paid on Series A preferred stock
 
(8,227,734)
(4,148,437)
(3,503,125)
Dividends paid on common stock
 
(34,731,892)
(34,896,727)
(28,528,224)
Advances on revolving line of credit
 
10,000,000 
44,000,000 
45,392,332 
Payments on revolving line of credit
 
(54,000,000)
(77,533,609)
Proceeds from term debt
 
41,000,000 
45,000,000 
Principal payments on term debt
 
(45,600,577)
(60,131,423)
(6,328,000)
Net cash (used in) provided by financing activities
 
(56,495,063)
(58,311,398)
209,052,574 
Net Change in Cash and Cash Equivalents
 
7,891,985 
(6,723,656)
7,040,576 
Cash and Cash Equivalents at beginning of period
 
7,895,084 
14,618,740 
7,578,164 
Cash and Cash Equivalents at end of period
 
15,787,069 
7,895,084 
14,618,740 
Supplemental Disclosure of Cash Flow Information
 
 
 
 
Interest paid
 
10,780,150 
12,900,901 
7,873,333 
Income taxes paid (net of refunds)
 
199,772 
37,736 
747,406 
Non-Cash Financing Activities
 
 
 
 
Change in accounts payable and accrued expenses related to the issuance of common equity
 
(72,685)
Change in accounts payable and accrued expenses related to debt financing costs
 
255,037 
(43,039)
Reinvestment of distributions by common stockholders in additional common shares
 
962,308 
815,889 
817,915 
Parent Company [Member]
 
 
 
 
Condensed Cash Flow Statements, Captions [Line Items]
 
 
 
 
Net cash provided by (used in) operating activities
 
1,661,123 
(3,141,286)
7,166,380 
Investing Activities
 
 
 
 
Proceeds from assets and liabilities held for sale
 
7,678,246 
Issuance of note to subsidiary
 
(47,414,250)
Principal payment on financing note receivable
 
40,092,095 
11,899,659 
2,570,000 
Investment in consolidated subsidiaries
 
(33,900,000)
(250,703,944)
Cash distributions from consolidated subsidiaries
 
46,774,111 
39,100,000 
23,400,000 
Net cash provided by (used in) investing activities
 
52,966,206 
3,625,306 
(217,063,256)
Financing Activities
 
 
 
 
Debt financing costs
 
(1,360,241)
(193,000)
(1,439,929)
Net offering proceeds on Series A preferred stock
 
71,161,531 
54,210,476 
Net offering proceeds on common stock
 
73,184,679 
Net offering proceeds on convertible debt
 
111,262,500 
Repurchases of common stock
 
(2,041,851)
Repurchases of convertible debt
 
(899,960)
Dividends paid on Series A preferred stock
 
(8,227,734)
(4,148,437)
(3,503,125)
Dividends paid on common stock
 
(34,731,892)
(34,896,727)
(28,528,224)
Advances on revolving line of credit
 
10,000,000 
44,000,000 
42,000,000 
Payments on revolving line of credit
 
(54,000,000)
(74,000,000)
Proceeds from term debt
 
45,000,000 
Principal payments on term debt
 
(36,740,000)
(6,460,000)
(1,800,000)
Net cash (used in) provided by financing activities
 
(53,898,336)
(4,639,975)
216,386,377 
Net Change in Cash and Cash Equivalents
 
728,993 
(4,155,955)
6,489,501 
Cash and Cash Equivalents at beginning of period
 
5,933,481 
10,089,436 
3,599,935 
Cash and Cash Equivalents at end of period
 
6,662,474 
5,933,481 
10,089,436 
Supplemental Disclosure of Cash Flow Information
 
 
 
 
Interest paid
 
10,080,764 
11,335,654 
5,254,591 
Income taxes paid (net of refunds)
 
314,728 
Non-Cash Investing Activities
 
 
 
 
Conversion of note receivable from subsidiary to investments
 
4,902,495 
Non-Cash Financing Activities
 
 
 
 
Change in accounts payable and accrued expenses related to the issuance of common equity
 
(72,685)
Change in accounts payable and accrued expenses related to debt financing costs
 
(30,607)
Reinvestment of distributions by common stockholders in additional common shares
 
$ 962,308 
$ 815,889 
$ 817,915 
SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT - Additional Information (Details) (Parent Company [Member], USD $)
12 Months Ended
Dec. 31, 2017
Dec. 31, 2016
Dec. 31, 2015
Parent Company [Member]
 
 
 
Condensed Financial Statements, Captions [Line Items]
 
 
 
Cash dividends paid
$ 46,774,111 
$ 39,100,000 
$ 23,400,000 
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION (Details) (USD $)
12 Months Ended
Dec. 31, 2017
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2017
Pinedale Liquids Gathering System [Member]
Dec. 31, 2017
Portland Terminal Facility [Member]
Dec. 31, 2017
United Property Systems [Member]
Dec. 31, 2017
Grand Isle Gathering System [Member]
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]
 
 
 
 
 
 
 
 
Encumbrances
$ 41,000,000 
 
 
 
$ 41,000,000 
$ 0 
$ 0 
$ 0 
Initial Cost to Company, Land
120,355,063 
 
 
 
105,485,063 
13,700,000 
210,000 
960,000 
Initial Cost to Company, Building & Fixtures
412,740,415 
 
 
 
125,119,062 
27,961,956 
1,188,000 
258,471,397 
Cost Capitalized Subsequent to Acquisition, Improvements
5,016,742 
 
 
 
10,000,000 
75,022 
(5,058,280)
Gross Amount Carried at Close of Period, Land
120,355,063 
 
 
 
105,485,063 
13,700,000 
210,000 
960,000 
Gross Amount Carried at Close of Period, Building & Fixtures
417,757,157 
 
 
 
125,119,062 
37,961,956 
1,263,022 
253,413,117 
Gross Amount Carried at Close of Period, Total
538,112,220 
541,478,086 
543,095,478 
293,823,903 
230,604,125 
51,661,956 
1,473,022 
254,373,117 
Accumulated Depreciation
72,155,753 
52,219,717 
33,869,263 
25,295,958 
44,632,098 
4,744,350 
101,434 
22,677,871 
Investment in Real Estate, net
$ 465,956,467 
 
 
 
$ 185,972,027 
$ 46,917,606 
$ 1,371,588 
$ 231,695,246 
Life on which depreciation in latest income statement is computed
 
 
 
 
26 years 
30 years 
40 years 
27 years 
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION - Additional Information (Details) (USD $)
12 Months Ended
Dec. 31, 2017
Dec. 31, 2016
Dec. 31, 2017
Pinedale Liquids Gathering System [Member]
Dec. 31, 2017
Portland Terminal Facility [Member]
Dec. 31, 2017
Grand Isle Gathering System [Member]
Dec. 31, 2017
Line of Credit [Member]
CorEnergy Credit Facility [Member]
property
Dec. 31, 2017
Secured Debt [Member]
Dec. 31, 2017
Secured Debt [Member]
Amended Pinedale Term Credit Facility [Member]
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]
 
 
 
 
 
 
 
 
Acquisition costs
 
 
$ 2,557,910 
$ 1,777,956 
$ 1,931,396 
 
 
 
Number of properties serving as collateral
 
 
 
 
 
 
 
Long-term debt outstanding
152,777,437 
200,632,880 
 
 
 
41,000,000 
41,000,000 
Federal income tax basis
$ 2,600,000 
 
 
 
 
 
 
 
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION - Reconciliation of Real Estate (Details) (USD $)
12 Months Ended
Dec. 31, 2017
Dec. 31, 2016
Dec. 31, 2015
Investment in real estate:
 
 
 
Balance, beginning of year
$ 541,478,086 
$ 543,095,478 
$ 293,823,903 
Addition: Acquisitions and developments
9,649 
65,371 
263,398,424 
Deduction: Dispositions and other
(3,375,515)
(1,682,763)
(14,126,849)
Balance, end of year
538,112,220 
541,478,086 
543,095,478 
Accumulated depreciation:
 
 
 
Balance, beginning of year
52,219,717 
33,869,263 
25,295,958 
Addition: Depreciation
19,936,036 
18,350,454 
15,021,908 
Deduction: Dispositions and other
(6,448,603)
Balance, end of year
$ 72,155,753 
$ 52,219,717 
$ 33,869,263 
SCHEDULE IV - MORTGAGE LOANS ON REAL ESTATE - Mortgage Loans On Real Estate (Details) (USD $)
12 Months Ended
Dec. 31, 2017
Mortgage Loans on Real Estate [Line Items]
 
Face Value
$ 5,000,000 
Carrying Amount of Mortgage
1,500,000 
Principal Amount of Loans Subject to Delinquent Principal or Interest
5,000,000 
Billings, Dunn, and McKenzie Counties, North Dakota (Morlock Well) [Member] |
First Mortgage [Member]
 
Mortgage Loans on Real Estate [Line Items]
 
Interest Rate
10.00% 
Monthly Payment Amount (2)
33,333 
Face Value
4,000,000 
Carrying Amount of Mortgage
1,500,000 
Principal Amount of Loans Subject to Delinquent Principal or Interest
4,000,000 
Billings, Dunn, and McKenzie Counties, North Dakota (Morlock Well) [Member] |
Second Mortgage [Member]
 
Mortgage Loans on Real Estate [Line Items]
 
Interest Rate
13.00% 
Monthly Payment Amount (2)
10,833 
Face Value
1,000,000 
Carrying Amount of Mortgage
Principal Amount of Loans Subject to Delinquent Principal or Interest
$ 1,000,000 
SCHEDULE IV - MORTGAGE LOANS ON REAL ESTATE - Reconciliation of Mortgage Loans (Details) (USD $)
12 Months Ended
Dec. 31, 2017
Dec. 31, 2016
Dec. 31, 2015
Movement in Mortgage Loans on Real Estate [Roll Forward]
 
 
 
Beginning balance
$ 1,500,000 
$ 6,877,021 
$ 20,435,170 
Additions:
 
 
 
New loans
100,000 
Net deferred costs
(8,211)
Interest receivable
(95,114)
302,395 
Total Additions
4,886 
294,184 
Deductions:
 
 
 
Principal repayments
100,000 
Foreclosures
1,857,000 
Amortization of deferred costs
(2,025)
(6,804)
Principal, Interest and Deferred Costs Write Down
3,526,932 
13,759,137 
Total deductions
5,381,907 
13,852,333 
Ending balance
$ 1,500,000 
$ 1,500,000 
$ 6,877,021 
SCHEDULE IV - MORTGAGE LOANS ON REAL ESTATE - Additional Information (Details) (USD $)
3 Months Ended 12 Months Ended
Dec. 31, 2016
Sep. 30, 2016
Jun. 30, 2016
Mar. 31, 2016
Dec. 31, 2017
Dec. 31, 2016
Dec. 31, 2015
Mortgage Loans on Real Estate [Line Items]
 
 
 
 
 
 
 
Provision for loan loss
$ 0 
$ 0 
$ 369,278 
$ 4,645,188 
$ 0 
$ 5,000,000 
$ 13,800,000 
Not Related Mortgage Loans
 
 
 
 
 
 
 
Mortgage Loans on Real Estate [Line Items]
 
 
 
 
 
 
 
Provision for loan loss
 
 
 
 
 
656,000 
 
Foreclosure and Sale of Black Bison
 
 
 
 
 
 
 
Mortgage Loans on Real Estate [Line Items]
 
 
 
 
 
 
 
Provision for loan loss
 
 
 
 
 
832,000 
 
Write Down of Prepaid Asset Related to Black Bison
 
 
 
 
 
 
 
Mortgage Loans on Real Estate [Line Items]
 
 
 
 
 
 
 
Provision for loan loss
 
 
 
 
 
 
25,000 
SWD Enterprise REIT Note
 
 
 
 
 
 
 
Mortgage Loans on Real Estate [Line Items]
 
 
 
 
 
 
 
Interest receivable converted to principal
 
 
 
 
 
$ 100,000