CORENERGY INFRASTRUCTURE TRUST, INC., 10-Q filed on 5/2/2019
Quarterly Report
v3.19.1
Document and Entity Information - shares
3 Months Ended
Mar. 31, 2019
May 01, 2019
Document and Entity Information [Abstract]    
Entity Registrant Name CorEnergy Infrastructure Trust, Inc.  
Entity Central Index Key 0001347652  
Document Type 10-Q  
Document Period End Date Mar. 31, 2019  
Amendment Flag false  
Entity Emerging Growth Company false  
Entity Small Business true  
Document Fiscal Year Focus 2019  
Document Fiscal Period Focus Q1  
Current Fiscal Year End Date --12-31  
Entity Filer Category Accelerated Filer  
Entity Common Stock, Shares Outstanding   12,808,341
v3.19.1
Consolidated Balance Sheets - USD ($)
Mar. 31, 2019
Dec. 31, 2018
Assets    
Leased property, net of accumulated depreciation of $91,821,871 and $87,154,095 $ 393,571,456 $ 398,214,355
Property and equipment, net of accumulated depreciation of $16,812,692 and $15,969,346 109,028,665 109,881,552
Financing notes and related accrued interest receivable, net of reserve of $600,000 and $600,000 1,309,542 1,300,000
Note receivable 0 5,000,000
Cash and cash equivalents 59,361,398 69,287,177
Deferred rent receivable 27,391,780 25,942,755
Accounts and other receivables 3,959,607 5,083,243
Deferred costs, net of accumulated amortization of $1,456,855 and $1,290,236 2,671,824 2,838,443
Prepaid expenses and other assets 964,616 668,584
Deferred tax asset, net 4,854,612 4,948,203
Goodwill 1,718,868 1,718,868
Total Assets 604,832,368 624,883,180
Liabilities and Equity    
Secured credit facilities, net of debt issuance costs of $197,686 and $210,891 36,392,314 37,261,109
Unsecured convertible senior notes, net of discount and debt issuance costs of $603,150 and $1,180,729 69,572,850 112,777,271
Asset retirement obligation 8,067,335 7,956,343
Accounts payable and other accrued liabilities 6,384,900 3,493,490
Management fees payable 1,761,466 1,831,613
Income tax liability 69,492 0
Unearned revenue 6,405,203 6,552,049
Total Liabilities 128,653,560 169,871,875
Equity    
Series A Cumulative Redeemable Preferred Stock 7.375%, $125,493,175 and $125,555,675 liquidation preference ($2,500 per share, $0.001 par value), 10,000,000 authorized; 50,197 and 50,222 issued and outstanding at March 31, 2019 and December 31, 2018, respectively 125,493,175 125,555,675
Capital stock, non-convertible, $0.001 par value; 12,808,341 and 11,960,225 shares issued and outstanding at March 31, 2019 and December 31, 2018 (100,000,000 shares authorized) 12,808 11,960
Additional paid-in capital 349,570,656 320,295,969
Retained earnings 1,102,169 9,147,701
Total Equity 476,178,808 455,011,305
Total Liabilities and Equity $ 604,832,368 $ 624,883,180
v3.19.1
Consolidated Balance Sheets (Parenthetical) - USD ($)
3 Months Ended
Mar. 31, 2019
Dec. 31, 2018
Accumulated depreciation, leased property $ 91,821,871 $ 87,154,095
Accumulated depreciation, property and equipment 16,812,692 15,969,346
Reserve for financing notes and related accrued interest receivable 600,000 600,000
Accumulated amortization, Deferred costs 1,456,855 1,290,236
Secured debt, debt issuance costs $ 197,686 $ 210,891
Capital stock non-convertible, par value (in dollars per share) $ 0.001 $ 0.001
Capital stock non-convertible, shares issued 12,808,341 11,960,225
Capital stock non-convertible, shares outstanding 12,808,341 11,960,225
Capital stock non-convertible, shares authorized 100,000,000 100,000,000
Series A Cumulative Redeemable Preferred Stock [Member]    
Preferred stock interest rate 7.375%  
Preferred Stock, Liquidation Preference $ 125,493,175 $ 125,555,675
Preferred Stock, Liquidation Preference (in dollars per share) $ 2,500 $ 2,500
Preferred stock, par value (in dollars per share) $ 0.001 $ 0.001
Preferred stock, shares authorized 10,000,000 10,000,000
Preferred stock, shares issued 50,197 50,222
Preferred stock, shares outstanding 50,197 50,222
Convertible Debt [Member]    
Discount and debt issuance costs $ 603,150 $ 1,180,729
v3.19.1
Consolidated Statements of Income - USD ($)
3 Months Ended
Mar. 31, 2019
Mar. 31, 2018
Revenue    
Lease revenue $ 16,717,710 $ 17,591,859
Total Revenue 21,622,832 21,544,838
Expenses    
Transportation and distribution expenses 1,503,143 1,572,896
General and administrative 2,870,407 2,727,057
Depreciation, amortization and ARO accretion expense 5,645,096 6,289,330
Provision for loan losses 0 500,000
Total Expenses 10,018,646 11,089,283
Operating Income 11,604,186 10,455,555
Other Income (Expense)    
Net distributions and other income 256,615 3,951
Net realized and unrealized gain on other equity securities 0 13,966
Interest expense (2,507,294) (3,210,590)
Loss on extinguishment of debt (5,039,731) 0
Total Other Expense (7,290,410) (3,192,673)
Income before income taxes 4,313,776 7,262,882
Taxes    
Current tax expense (benefit) 353,744 (35,549)
Deferred tax expense (benefit) 93,591 (409,277)
Income tax expense (benefit), net 447,335 (444,826)
Net Income attributable to CorEnergy Stockholders 3,866,441 7,707,708
Preferred dividend requirements 2,314,128 2,396,875
Net Income attributable to Common Stockholders $ 1,552,313 $ 5,310,833
Earnings Per Common Share:    
Basic (in dollars per share) $ 0.12 $ 0.45
Diluted (in dollars per share) $ 0.12 $ 0.45
Weighted Average Shares of Common Stock Outstanding:    
Basic (in shares) 12,604,943 11,918,904
Diluted (in shares) 12,604,943 11,918,904
Dividends declared per share (in dollars per share) $ 0.750 $ 0.750
Transportation and distribution revenue    
Revenue    
Revenue $ 4,871,582 $ 3,952,979
Financing revenue    
Revenue    
Revenue $ 33,540 $ 0
v3.19.1
Consolidated Statement of Equity - 3 months ended Mar. 31, 2019 - USD ($)
Total
Capital Stock [Member]
Preferred Stock [Member]
Additional Paid-in Capital [Member]
Retained Earnings [Member]
Beginning balance (in shares) at Dec. 31, 2018 11,960,225 11,960,225      
Beginning balance at Dec. 31, 2018 $ 455,011,305 $ 11,960 $ 125,555,675 $ 320,295,969 $ 9,147,701
Increase (Decrease) in Stockholders' Equity [Roll Forward]          
Net income 3,866,441       3,866,441
Series A preferred stock dividends (2,313,780)       (2,313,780)
Preferred stock repurchases [1] (60,550)   (62,500) 2,195 (245)
Common stock dividends (9,597,948)       (9,597,948)
Common stock issued upon exchange of convertible notes (in shares)   837,040      
Common stock issued upon exchange of convertible notes 28,869,509 $ 837   28,868,672  
Reinvestment of dividends paid to common stockholders (in shares)   11,076      
Reinvestment of dividends paid to common stockholders 403,831 $ 11   403,820  
Ending balance at Mar. 31, 2019 $ 476,178,808 $ 12,808 $ 125,493,175 $ 349,570,656 $ 1,102,169
Ending balance (in shares) at Mar. 31, 2019 12,808,341 12,808,341      
[1] (1) In connection with the repurchases of Series A Preferred Stock during 2019, the addition to preferred dividends of $245 represents the premium in the repurchase price paid compared to the carrying amount derecognized.
v3.19.1
Consolidated Statement of Equity (Parenthetical)
3 Months Ended
Mar. 31, 2019
USD ($)
Statement of Stockholders' Equity [Abstract]  
Decrease in preferred dividends $ 245
v3.19.1
Consolidated Statements of Cash Flows - USD ($)
3 Months Ended
Mar. 31, 2019
Mar. 31, 2018
Operating Activities    
Net Income $ 3,866,441 $ 7,707,708
Adjustments to reconcile net income to net cash provided by operating activities:    
Deferred income tax, net 93,591 (409,277)
Depreciation, amortization and ARO accretion 5,943,528 6,642,875
Provision for loan losses 0 500,000
Loss on extinguishment of debt 5,039,731 0
(Gain) loss on sale of equipment 0 (3,724)
Net realized and unrealized gain on other equity securities 0 (13,966)
Changes in assets and liabilities:    
Increase in deferred rent receivable (1,449,025) (1,700,101)
Decrease in accounts and other receivables 1,123,636 802,961
Increase in financing note accrued interest receivable (9,542) 0
Increase in prepaid expenses and other assets (296,032) (49,264)
Increase (decrease) in management fee payable (70,147) 64,837
Increase in accounts payable and other accrued liabilities 2,891,410 2,102,656
Increase (decrease) in current income tax liability 69,492 (35,549)
Decrease in unearned revenue (146,846) (1,862,534)
Net cash provided by operating activities 17,056,237 13,746,622
Investing Activities    
Purchases of property and equipment (15,335) (47,883)
Proceeds from sale of property and equipment 0 11,499
Principal payment on note receivable 5,000,000 0
Net cash provided by (used in) investing activities 4,984,665 (36,384)
Financing Activities    
Debt financing costs 0 (261,667)
Repurchases of preferred stock (60,550) 0
Cash paid for extinguishment of convertible notes (19,516,234) 0
Dividends paid on Series A preferred stock (2,313,780) (2,396,875)
Dividends paid on common stock (9,194,117) (8,626,668)
Principal payments on secured credit facilities (882,000) (882,000)
Net cash used in financing activities (31,966,681) (12,167,210)
Net Change in Cash and Cash Equivalents (9,925,779) 1,543,028
Cash and Cash Equivalents at beginning of period 69,287,177 15,787,069
Cash and Cash Equivalents at end of period 59,361,398 17,330,097
Supplemental Disclosure of Cash Flow Information    
Interest paid 1,116,371 705,228
Income taxes paid (net of refunds) (220,701) 0
Non-Cash Financing Activities    
Change in accounts payable and accrued expenses related to debt financing costs 0 (252,694)
Reinvestment of distributions by common stockholders in additional common shares 403,831 310,204
Common stock issued upon exchange of convertible notes $ 28,869,509 $ 0
v3.19.1
Introduction and Basis of Presentation
3 Months Ended
Mar. 31, 2019
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
INTRODUCTION AND BASIS OF PRESENTATION
INTRODUCTION AND BASIS OF PRESENTATION
Introduction
CorEnergy Infrastructure Trust, Inc. ("CorEnergy" or "the Company"), was organized as a Maryland corporation and commenced operations on December 8, 2005. The Company's common shares are listed on the New York Stock Exchange ("NYSE") under the symbol "CORR" and its depositary shares representing Series A Preferred Stock are listed on the NYSE under the symbol "CORR PrA".
The Company is primarily focused on acquiring and financing real estate assets within the U.S. energy infrastructure sector and 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 GAAP set forth in the ASC, as published by the FASB, and with the SEC instructions to Form 10-Q, and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. The accompanying consolidated financial statements reflect all adjustments that are, in the opinion of management, necessary for a fair presentation of the Company's financial position, results of operations, and cash flows for the periods presented. There were no adjustments that, in the opinion of management, were not of a normal and recurring nature. All intercompany transactions and balances have been eliminated in consolidation.
The FASB issued ASU 2015-02 "Consolidations (Topic 810) - Amendments to the Consolidation Analysis" ("ASU 2015-02"), which amended previous consolidation guidance, including introducing a separate consolidation analysis specific to limited partnerships and other similar entities. Under this analysis, limited partnerships and other similar entities are considered a variable interest entity ("VIE") unless the limited partners hold substantive kick-out rights or participating rights. Management determined that Pinedale LP and Grand Isle Corridor LP are VIEs under the amended guidance because the limited partners of both partnerships lack both substantive kick-out rights and participating rights. However, based on the general partners' roles and rights as afforded by the partnership agreements and its exposure to losses and benefits of each of the partnerships through its significant limited partner interests, management determined that CorEnergy is the primary beneficiary of both Pinedale LP and Grand Isle Corridor LP. Based upon this evaluation and the Company's 100 percent ownership of the limited partnership interest in both Pinedale LP and Grand Isle Corridor LP, the consolidated financial statements presented include full consolidation with respect to both partnerships.
Operating results for the three months ended March 31, 2019 are not necessarily indicative of the results that may be expected for the year ending December 31, 2019 or any other interim or annual period. These consolidated financial statements and Management's Discussion and Analysis of the Financial Condition and Results of Operations should be read in conjunction with CorEnergy's Annual Report on Form 10-K, for the year ended December 31, 2018, filed with the SEC on February 28, 2019 (the "2018 CorEnergy 10-K").
v3.19.1
Recent Accounting Pronouncements
3 Months Ended
Mar. 31, 2019
Accounting Policies [Abstract]  
RECENT ACCOUNTING PRONOUNCEMENTS
RECENT ACCOUNTING PRONOUNCEMENTS
In February 2016, the FASB issued ASU 2016-02 "Leases" ("ASU 2016-02" or "ASC 842"), 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. ASC 842 is effective for fiscal years and interim periods beginning after December 15, 2018. The Company adopted ASC 842 effective January 1, 2019 using the modified retrospective approach by applying the transition provisions at the beginning of the period of adoption. The adoption of the new standard resulted in the recording of right-of-use assets and lease liabilities of approximately $75 thousand each, included in prepaid expenses and other assets and accounts payable and other accrued liabilities, respectively, as of January 1, 2019. There was no difference between the right-of-use assets and lease liabilities resulting in an adjustment to retained earnings. The standard did not materially impact the Company's Consolidated Statements of Income and had no impact on the Consolidated Statements of Cash Flows. The Company will continue to apply legacy guidance in ASC 840, "Leases," including its disclosures requirements, in the comparative periods presented in the year of adoption.
In accordance with ASC 842 transition disclosure requirements, the cumulative effect of changes made to the Consolidated Balance Sheets as of January 1, 2019 for the adoption of ASC 842 were as follows:
Balance Sheet
 
Balance at December 31, 2018
 
Adjustments Due to ASC 842
 
Balance at
January 1, 2019
Assets
 
 
 
 
 
 
Prepaid expenses and other assets
 
$
668,584

 
$
74,534

 
$
743,118

Liabilities
 
 
 
 
 
 
Accounts payable and other accrued liabilities
 
3,493,490

 
74,534

 
3,568,024

Equity
 
 
 
 
 
 
Retained earnings
 
9,147,701

 

 
9,147,701


In adopting ASC 842, the Company elected the package of practical expedients permitted under the transition guidance within the new standard, which among other things, allowed the carry forward of historical lease classification. For the underlying lessee asset class related to single-use office space, the Company also elected the lessee separation and allocation practical expedient to not separate lease and non-lease components and instead to account for each separate lease component and non-lease component as a single lease component. For the underlying lessor asset class related to pipelines residing on military bases, the Company elected the lessor separation and allocation practical expedient to not separate lease and non-lease components and instead to account for each separate lease component and non-lease component as a single lease component if the non-lease components otherwise will be accounted for in accordance with ASC 606, and both the following criteria are met: (i) the timing and pattern of revenue recognition are the same for the non-lease component(s) and the related lease component and (ii) the lease component will be classified as an operating lease. Additionally, the Company elected the practical expedient related to land easements, allowing the carry forward of accounting treatment for land easements on existing agreements, which are currently accounted for within property, plant and equipment.
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 those fiscal years. 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.
v3.19.1
Leased Properties and Leases
3 Months Ended
Mar. 31, 2019
Leases [Abstract]  
LEASED PROPERTIES AND LEASES
LEASED PROPERTIES AND LEASES
The Company primarily acquires mid-stream and downstream assets in the U.S. energy sector such as pipelines, storage terminals, and gas and electric distribution systems and leases these assets to operators under triple-net leases. These leases typically include a contracted base rent with escalation clauses and participating rents that are tied to contract-specific criteria. Base rents under the Company's leases are structured on an estimated fair market value rent structure over the initial term, which includes assumptions related to the terminal value of the assets and expectations of tenant renewals. At the conclusion of the initial lease term, the Company's leases may contain fair market value repurchase options or fair market rent renewal terms. These clauses also act as safeguards against the Company's tenants pursuing activities which would undermine or degrade the value of the assets faster than the underlying reserves are depleted. Participating rents are structured to provide exposure to the successful commercial activity of the tenant, and as such, also provide protection in the event that the economic life of the assets is reduced based on accelerated production by the Company's tenants. While the Company is primarily a lessor, certain of its operating subsidiaries are lessees and have entered into lease agreements as discussed further below.
LESSOR - LEASED PROPERTIES
The Company's current leased properties are classified as operating leases and are recorded as leased property in the Consolidated Balance Sheets. Initial direct costs incurred in connection with the creation and execution of a lease prior to January 1, 2019 are capitalized and amortized over the lease term. The Company did not reassess initial indirect cost as it elected the package of practical expedients. Subsequent to January 1, 2019, initial direct costs under ASC 842 are incremental costs of a lease that would not have been incurred if the lease had not been obtained and may include commissions or payments made to an existing tenant as an incentive to terminate its lease. Base rent related to the Company's leased property is recognized on a straight-line basis over the term of the lease when collectability is probable. Participating rent is recognized when it is earned, based on the achievement of specified performance criteria. Base and participating rent are recorded as lease revenue in the Consolidated Statements of Income. Rental payments received in advance are classified as unearned revenue and included as a liability within the Consolidated Balance Sheets. Unearned revenue is amortized ratably over the lease period as revenue recognition criteria are met. Rental payments received in arrears are accrued and classified as deferred rent receivable and included in assets within the Consolidated Balance Sheets.
Under the Company's triple-net leases, the tenant is required to pay property taxes and insurance directly to the applicable third-party provider. Consistent with guidance in ASC 842, the Company will present the cost and the lessee's direct payment to the third-party under the triple-net leases on a net basis in the Consolidated Statements of Income.
As of March 31, 2019, the Company had two significant properties located in Wyoming, Louisiana and the Gulf of Mexico, which are leased on a triple-net basis to major tenants, described in the table below. These major tenants are responsible for the payment of all taxes, maintenance, repairs, insurance, and other operating expenses relating to the leased properties. The long-term, triple-net leases generally have an initial term of 11 to 15 years with options for renewals. Lease payments are scheduled to increase at varying intervals during the initial term of the leases. The following table summarizes the significant leased properties, major tenants and lease terms:
Summary of Leased Properties, Major Tenants and Lease Terms
Property
Grand Isle Gathering System
Pinedale LGS
Location
Gulf of Mexico/Louisiana
Pinedale, WY
Tenant
Energy XXI GIGS Services, LLC
Ultra Wyoming LGS, LLC
Asset Description
Approximately 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.
Date Acquired
June 2015
December 2012
Initial Lease Term
11 years
15 years
Renewal Option
Equal to the lesser of 9-years or 75 percent of the remaining useful life
5-year terms
Current Monthly Rent Payments
7/1/2018 - 6/30/2019: $2,860,917
7/1/2019 - 6/30/2020: $3,223,917
$1,812,307
Initial Estimated Useful Life
27 years
26 years

The Company also concluded that Omega's long-term contract with the Department of Defense ("DOD") to provide natural gas distribution to Fort Leonard Wood through Omega's pipeline distribution system on the military post meets the definition of a lease under ASC 842. Omega is the lessor in the contract and the lease is classified as an operating lease. The Company noted the non-lease component is the predominant component in the lease, and the timing and pattern of transfer of the lease component and the associated non-lease component are the same. As discussed in Note 2 ("Recent Accounting Pronouncements"), the Company elected a practical expedient that allows lessors to not separate lease and related non-lease components if the non-lease components otherwise would be accounted for in accordance with the revenue standard under ASC 606. With the election of this practical expedient, the Company continues to account for the DOD contract under the revenue standard, which is consistent with the Company's current accounting for the contract. Refer to Note 4 ("Transportation And Distribution Revenue") for further details.
The future contracted minimum rental receipts for all leases as of March 31, 2019, are as follows:
Future Minimum Lease Receipts
Years Ending December 31,
Amount
2019
$
44,307,392

2020
65,383,190

2021
71,345,190

2022
70,322,690

2023
67,274,690

Thereafter
193,639,760

Total
$
512,272,912


The table below displays the Company's individually significant leases as a percentage of total leased properties and total lease revenues for the periods presented:
 
As a Percentage of (1)
 
Leased Properties
 
Lease Revenues
 
As of
 
For the Three Months Ended
 
March 31, 2019
 
December 31, 2018
 
March 31, 2019
 
March 31, 2018
Pinedale LGS(2)
44.4
%
 
44.5
%
 
39.1
%
 
32.8
%
Grand Isle Gathering System
55.2
%
 
55.2
%
 
60.8
%
 
57.8
%
Portland Terminal Facility(3)
%
 
%
 
%
 
9.3
%
(1) Insignificant leases are not presented; thus, percentages may not sum to 100%.
 
 
 
(2) Pinedale LGS lease revenues include variable rent of $1.1 million and $437 thousand for the three months ended March 31, 2019 and 2018, respectively.
(3) On December 21, 2018, the Portland Terminal Facility was sold to Zenith Terminals, terminating the Portland Lease Agreement.

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 Three Months Ended
 
March 31, 2019
 
March 31, 2018
Depreciation Expense
 
 
 
GIGS
$
2,440,791

 
$
2,751,272

Pinedale
2,217,360

 
2,217,360

Portland Terminal Facility(1)

 
318,915

United Property Systems
9,624

 
9,122

Total Depreciation Expense
$
4,667,775

 
$
5,296,669

Amortization Expense - Deferred Lease Costs
 
 
 
GIGS
$
7,641

 
$
7,641

Pinedale
15,342

 
15,342

Total Amortization Expense - Deferred Lease Costs
$
22,983

 
$
22,983

ARO Accretion Expense
 
 
 
GIGS
$
110,992

 
$
127,928

Total ARO Accretion Expense
$
110,992

 
$
127,928

(1) On December 21, 2018, the Portland Terminal Facility was sold to Zenith Terminals, terminating the Portland Lease Agreement.

The following table reflects the deferred costs that are included in the accompanying Consolidated Balance Sheets associated with the Company's leased properties:
 
March 31, 2019
 
December 31, 2018
Net Deferred Lease Costs
 
 
 
GIGS
$
221,678

 
$
229,319

Pinedale
535,007

 
550,349

Total Deferred Lease Costs, net
$
756,685

 
$
779,668


TENANT INFORMATION
Substantially all of the lease tenants' financial results are driven by exploiting naturally occurring oil and natural gas hydrocarbon deposits beneath the Earth's surface. As a result, the tenants' financial results are highly dependent on the performance of the oil and natural gas industry, which is highly competitive and subject to volatility. During the terms of the leases, management monitors the credit quality of its tenants by reviewing their published credit ratings, if available, reviewing publicly available financial statements, or reviewing financial or other operating statements, monitoring news reports regarding the tenants and their respective businesses, and monitoring the timeliness of lease payments and the performance of other financial covenants under their leases.
Ultra Petroleum
UPL is currently subject to the reporting requirements under the Exchange Act and is required to file with the SEC annual reports containing audited financial statements and quarterly reports containing unaudited financial statements. Its SEC filings can be found at www.sec.gov. Its 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.
Energy Gulf Coast/Cox Oil
Prior to October 29, 2018, EGC was subject to the reporting requirements of the Exchange Act and was required to file with the SEC annual reports containing audited financial statements and quarterly reports containing unaudited financial statements. Its SEC filings can be found at www.sec.gov. Effective March 21, 2018, EGC changed its NASDAQ ticker symbol from EXXI to EGC. The Company makes no representation as to the accuracy or completeness of the audited and unaudited financial statements of EGC but has no reason to doubt the accuracy or completeness of such information. In addition, EGC has no duty, contractual or otherwise, to advise the Company of any events that might have occurred subsequent to the date of such financial statements which could affect the significance or accuracy of such information. None of the information in the public reports of EGC that are filed with the SEC is incorporated by reference into, or in any way form, a part of this filing. Upon the filing by EGC of a Form 15 with the SEC on October 29, 2018, following the closing on October 18, 2018 of the previously announced acquisition of EGC by an affiliate of the privately-held Cox Oil, EGC's SEC reporting obligations were suspended and it ceased to file such reports.
The Company believes the terms of the Grand Isle Lease Agreement require EGC and Cox Oil to provide the Company with certain financial statement information of EGC which must be filed pursuant to SEC Regulation S-X. When EGC's financial information ceased to be publicly available, the Company encouraged officials of EGC and Cox Oil and, through Company counsel, the legal counsel to such entities, to satisfy their obligations under the Grand Isle Lease Agreement to provide the required information to the Company for inclusion in its SEC reports. To date, EGC and Cox Oil have refused to fulfill these obligations. The Company intends to enforce the obligations of EGC and Cox Oil and obtained a temporary restraining order ("TRO") from a Texas state court, mandating that they deliver the required EGC financial statements for the year ended December 31, 2018. While the TRO has been stayed pending an appeal by EGC and Cox Oil, the Company will continue to pursue all viable options to obtain and file the necessary financial statements.
LESSEE - LEASED PROPERTIES
The Company's operating subsidiaries currently lease single-use office space and equipment with remaining lease terms of less than two years, some of which may include renewal options. These leases are classified as operating leases and immaterial to the consolidated financial statements. The Company recognizes lease expense in the Consolidated Statements of Income on a straight-line basis over the remaining lease term.
v3.19.1
Transportation and Distribution Revenue
3 Months Ended
Mar. 31, 2019
Revenue from Contract with Customer [Abstract]  
Transportation and Distribution Revenue
TRANSPORTATION AND DISTRIBUTION REVENUE
The Company's contracts related to transportation and distribution revenue are primarily comprised of a mix of natural gas supply, transportation and distribution performance obligations, as well as limited performance obligations related to system maintenance and expansion. Based on the nature of the agreements, revenue for all but one of the Company's natural gas supply, transportation and distribution performance obligations is recognized on a right to invoice basis as the performance obligations are met, which represents what the Company expects to receive in consideration and is representative of value delivered to the customer. System maintenance and expansion contracts are specific and tailored to the customer's needs, have no alternative use and have an enforceable right to payment as the services are provided. Revenue is recognized on an input method, based on the actual cost of a service as a measure of the performance obligation satisfaction. Differences between amounts invoiced and revenue recognized under the input method are reflected as an asset or liability on the Consolidated Balance Sheets.
The Company has a contract with Spire that has fixed pricing which varies over the contract term. For this specific contract, the transaction price has been allocated ratably over the contractual performance obligation. Based on a downward revision of the rate during the Company's long-term natural gas transportation contract with Spire, ASC 606 requires the Company to record the contractual transaction price, and therefore aggregate revenue, from the contract ratably over the term of the contract. Following the November 2018 rate decline, recognized performance obligations exceeded amounts invoiced and the contract liability began to decline at a rate of approximately $138 thousand per quarter and will continue to decline at the same rate through the end of the contract in October 2030. As of March 31, 2019, the revenue allocated to the remaining performance obligation under this contract is approximately $62.1 million.
The table below summarizes the Company's contract asset and contract liability balances related to its transportation and distribution revenue contracts as of March 31, 2019:
 
Contract Asset(1)
 
Contract Liability(2)
Beginning Balance January 1, 2019
$
180,579

 
$
6,522,354

Unrecognized Performance Obligations
(209,157
)
 

Recognized Performance Obligations
34,923

 
(137,796
)
Ending Balance March 31, 2019
$
6,345

 
$
6,384,558

(1) The contract asset balance is included in prepaid expenses and other assets in the Consolidated Balance Sheets.
(2) The contract liability balance is included in unearned revenue in the Consolidated Balance Sheets.

The following is a breakout of the Company's transportation and distribution revenue for the three months ended March 31, 2019 and 2018:
 
For the Three Months Ended
 
March 31, 2019
 
March 31, 2018
Natural gas transportation contracts
61.4
%
 
66.5
%
Natural gas distribution contracts
34.8
%
 
26.4
%
v3.19.1
Financing Notes Receivable
3 Months Ended
Mar. 31, 2019
Receivables [Abstract]  
FINANCING NOTES RECEIVABLE
FINANCING NOTES RECEIVABLE
Financing notes receivable are presented at face value plus accrued interest receivable and deferred loan origination costs, and net of related direct loan origination income. Each quarter the Company reviews its financing notes receivable to determine if the balances are realizable based on factors affecting the collectability of those balances. Factors may include credit quality, timeliness of required periodic payments, past due status, and management discussions with obligors. The Company evaluates the collectability of both interest and principal of each of its loans to determine if an allowance is needed. An allowance will be recorded when, based on current information and events, the Company determines it is probable that it will be unable to collect all amounts due according to the existing contractual terms.
Four Wood Financing Note Receivable
On December 12, 2018, Four Wood Corridor granted SWD, the previous debtor, approval to sell the assets securing the SWD loans to Compass SWD, LLC ("Compass SWD") in exchange for Compass SWD executing a new loan agreement with Four Wood Corridor for $1.3 million (the "Compass REIT Loan") and approximately $237 thousand in cash consideration, net of costs facilitating the close. The Compass REIT Loan is secured by real and personal property that provides saltwater disposal services for the oil and natural gas industry. The Compass REIT Loan is scheduled to mature on June 15, 2019 and interest is accrued on the outstanding principal at an annual rate of LIBOR plus 6 percent. As of March 31, 2019 and December 31, 2018, the Compass REIT Loan was valued at $1.3 million. As a result of the transaction, SWD was released from the terms of their loans.
v3.19.1
Income Taxes
3 Months Ended
Mar. 31, 2019
Income Tax Disclosure [Abstract]  
INCOME TAXES
INCOME TAXES
Deferred income taxes reflect the net tax effect of temporary differences between the carrying amount of assets and liabilities for financial reporting and tax purposes. Components of the Company's deferred tax assets and liabilities as of March 31, 2019 and December 31, 2018, are as follows:
Deferred Tax Assets and Liabilities
 
March 31, 2019
 
December 31, 2018
Deferred Tax Assets:
 
 
 
Deferred contract revenue
$
1,542,509

 
$
1,691,899

Net operating loss carryforwards
5,066,801

 
5,424,671

Loan loss provision

 
263,508

Basis reduction of investment in partnerships
339,663

 

Other
419,442

 
95,695

Sub-total
$
7,368,415

 
$
7,475,773

Deferred Tax Liabilities:
 
 
 
Cost recovery of leased and fixed assets
$
(2,491,656
)
 
$
(2,508,547
)
Other
(22,147
)
 
(19,023
)
Sub-total
$
(2,513,803
)
 
$
(2,527,570
)
Total net deferred tax asset
$
4,854,612

 
$
4,948,203


As of March 31, 2019, 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, 2014 remain open to examination by federal and state tax authorities.
Total income tax expense (benefit) differs from the amount computed by applying the federal statutory income tax rate of 21 percent for the three months ended March 31, 2019 and 2018 to income from operations and other income and expense for the periods presented, as follows:
Income Tax Expense (Benefit)
 
For the Three Months Ended
 
March 31, 2019
 
March 31, 2018
Application of statutory income tax rate
$
905,893

 
$
1,525,205

State income taxes, net of federal tax expense (benefit)
516,026

 
(143,950
)
Federal Tax Attributable to Income of Real Estate Investment Trust
(915,985
)
 
(1,814,496
)
Other
(58,599
)
 
(11,585
)
Total income tax expense (benefit)
$
447,335

 
$
(444,826
)

The components of income tax expense (benefit) include the following for the periods presented:
Components of Income Tax Expense (Benefit)
 
For the Three Months Ended
 
March 31, 2019
 
March 31, 2018
Current tax expense (benefit)
 
 
 
Federal
$
216,093

 
$
(28,139
)
State (net of federal tax expense (benefit))
137,651

 
(7,410
)
Total current tax expense (benefit)
$
353,744

 
$
(35,549
)
Deferred tax expense (benefit)
 
 
 
Federal
$
(284,784
)
 
$
(272,738
)
State (net of federal tax expense (benefit))
378,375

 
(136,539
)
Total deferred tax expense (benefit)
$
93,591

 
$
(409,277
)
Total income tax expense (benefit), net
$
447,335

 
$
(444,826
)
v3.19.1
Property and Equipment
3 Months Ended
Mar. 31, 2019
Property, Plant and Equipment [Abstract]  
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT
Property and equipment consist of the following:
Property and Equipment
 
March 31, 2019
 
December 31, 2018
Land
$
580,000

 
$
580,000

Natural gas pipeline
124,307,244

 
124,306,175

Vehicles and trailers
685,554

 
696,164

Office equipment and computers
268,559

 
268,559

Gross property and equipment
$
125,841,357

 
$
125,850,898

Less: accumulated depreciation
(16,812,692
)
 
(15,969,346
)
Net property and equipment
$
109,028,665

 
$
109,881,552


Depreciation expense was $843 thousand and $842 thousand for the three months ended March 31, 2019 and 2018, respectively.
v3.19.1
Management Agreement
3 Months Ended
Mar. 31, 2019
Agreements [Abstract]  
MANAGEMENT AGREEMENT
MANAGEMENT AGREEMENT
The Company pays its manager, Corridor, pursuant to a Management Agreement as described in the 2018 CorEnergy 10-K. During the three months ended March 31, 2019, the Manager voluntarily recommended, and the Company agreed, that the Manager would waive $45 thousand of the total $160 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.
Fees incurred under the Management Agreement for the three months ended March 31, 2019 were $1.8 million, compared to $1.9 million for the three months ended March 31, 2018. Fees incurred under the Management Agreement are reported in the general and administrative line item on the Consolidated Statements of Income.
The Company pays its administrator, Corridor, pursuant to an Administrative Agreement. Fees incurred under the Administrative Agreement for the three months ended March 31, 2019 were $68 thousand, compared to $69 thousand for the three months ended March 31, 2018. Fees incurred under the Administrative Agreement are reported in the general and administrative line item on the Consolidated Statements of Income.
v3.19.1
Fair Value
3 Months Ended
Mar. 31, 2019
Fair Value Disclosures [Abstract]  
FAIR VALUE
FAIR VALUE
As a result of the sale or disposition of the Company's equity securities in 2018, there are no assets or liabilities measured at fair value on a recurring basis as of March 31, 2019.
Valuation Techniques and Unobservable Inputs
The following section describes the valuation methodologies used by the Company for estimating fair value for financial instruments not recorded at fair value, but fair value is included for disclosure purposes only, as required under disclosure guidance related to the fair value of financial instruments.
Cash and Cash Equivalents — The carrying value of cash, amounts due from banks, federal funds sold and securities purchased under resale agreements approximates fair value.
Financing Notes Receivable — The financing notes receivable are valued on a non-recurring basis. The financing notes receivable are reviewed for impairment when events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Financing notes with carrying values that are not expected to be recovered through future cash flows are written-down to their estimated net realizable value. Estimates of realizable value are determined based on unobservable inputs, including estimates of future cash flow generation and value of collateral underlying the notes.
Secured Credit Facilities — The fair value of the Company's long-term variable-rate and fixed-rate debt under its secured credit facilities approximates carrying value.
Unsecured Convertible Senior Notes — The fair value of the unsecured convertible senior notes is estimated using quoted market prices.
Carrying and Fair Value Amounts
 
Level within fair value hierarchy
 
March 31, 2019
 
December 31, 2018
 
 
Carrying
    Amount (1)
 
Fair Value
 
Carrying
    Amount (1)
 
Fair Value
Financial Assets:
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
Level 1
 
$
59,361,398

 
$
59,361,398

 
$
69,287,177

 
$
69,287,177

Financing notes receivable (Note 5)
Level 3
 
$
1,309,542

 
$
1,309,542

 
$
1,300,000

 
$
1,300,000

Financial Liabilities:
 
 
 
 
 
 
 
 
Secured Credit Facilities
Level 2
 
$
36,392,314

 
$
36,392,314

 
$
37,261,109

 
$
37,261,109

Unsecured convertible senior notes
Level 1
 
$
69,572,850

 
$
78,356,416

 
$
112,777,271

 
$
119,378,982

(1) The carrying value of debt balances are presented net of unamortized original issuance discount and debt issuance costs.
v3.19.1
Debt
3 Months Ended
Mar. 31, 2019
Debt Disclosure [Abstract]  
DEBT
DEBT
The following is a summary of the Company's debt facilities and balances as of March 31, 2019 and December 31, 2018:
 
Total Commitment
 or Original Principal
 
Quarterly Principal Payments
 
 
 
March 31, 2019
 
December 31, 2018
 
 
 
Maturity
Date
 
Amount Outstanding
 
Interest
Rate
 
Amount Outstanding
 
Interest
Rate
CorEnergy Secured Credit Facility:
 
 
 
 
 
 
 
 
 
 
 
 
 
CorEnergy Revolver
$
160,000,000

 
$

 
7/28/2022
 
$

 
5.24
%
 
$

 
5.25
%
MoGas Revolver
1,000,000

 

 
7/28/2022
 

 
5.24
%
 

 
5.25
%
Omega Line of Credit
1,500,000

 

 
7/31/2019
 

 
6.49
%
 

 
6.50
%
Pinedale Secured Credit Facility:
 
 
 
 
 
 
 
 
 
 
 
 
 
Amended Pinedale Term Credit Facility
41,000,000

 
882,000

 
12/29/2022
 
36,590,000

 
6.50
%
 
37,472,000

 
6.50
%
7.00% Unsecured Convertible Senior Notes
115,000,000

 

 
6/15/2020
 
70,176,000

 
7.00
%
 
113,958,000

 
7.00
%
Total Debt
 
$
106,766,000

 
 
 
$
151,430,000

 
 
Less:
 
 
 
 
 
 
 
 
Unamortized deferred financing costs (1)
 
$
234,663

 
 
 
$
283,278

 
 
Unamortized discount on 7.00% Convertible Senior Notes
 
566,173

 
 
 
1,108,342

 
 
Long-term debt, net of deferred financing costs
 
$
105,965,164

 
 
 
$
150,038,380

 
 
Debt due within one year
 
$
3,528,000

 
 
 
$
3,528,000

 
 
(1) Unamortized deferred financing costs related to the Company's revolving credit facilities are included in Deferred Costs in the Assets section of the Consolidated Balance Sheets. Refer to the "Deferred Financing Costs" paragraph below.

CorEnergy Credit Facility
On July 28, 2017, the Company entered into an amendment and restatement of the CorEnergy Credit Facility with Regions Bank (as lender and administrative agent for other participating lenders). The amended facility provides for borrowing commitments of up to $161.0 million, consisting of (i) $160.0 million on the CorEnergy Revolver, subject to borrowing base limitations, and (ii) $1.0 million on the MoGas Revolver.
The amended facility has a 5-year term maturing on July 28, 2022, 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). As of March 31, 2019, the Company was in compliance with all covenants of the CorEnergy Credit Facility.
As of March 31, 2019, the Company had approximately $123.0 million and $1.0 million of availability under the CorEnergy Revolver and MoGas Revolver, respectively.
Amended Pinedale Term Credit Facility
On December 29, 2017, Pinedale LP entered into the Amended Pinedale Term Credit Facility with Prudential and a group of lenders affiliated with Prudential as the sole lenders and Prudential serving as administrative agent. Under the terms of the Amended Pinedale Term Credit Facility, Pinedale LP was provided with a 5-year $41.0 million term loan facility, bearing interest at a fixed rate of 6.5 percent, which matures on December 29, 2022. Principal payments of $294 thousand, plus accrued interest, are payable monthly.
Outstanding balances under the facility are secured by the Pinedale LGS assets. The Amended Pinedale Term Credit Facility contains, among other restrictions, specific financial covenants including the maintenance of certain financial coverage ratios and a minimum net worth requirement which, along with other provisions of the credit facility, limit cash dividends and loans by Pinedale LP to the Company. At March 31, 2019, the net assets of Pinedale LP were $135.6 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 three months ended March 31, 2019 and 2018 is as follows:
 
For the Three Months Ended
 
March 31, 2019
 
March 31, 2018
CorEnergy Credit Facility
$
143,636

 
$
143,635

Amended Pinedale Term Credit Facility
13,205

 
13,112

Total Deferred Debt Cost Amortization Expense (1)(2)
$
156,841

 
$
156,747

(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 cost 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 credit facility amendment and restatement, previously existing deferred financing costs related to the CorEnergy Credit Facility were approximately $1.8 million, of which approximately $1.6 million continue to be deferred and amortized under the amended and restated facility. Additionally, the Company incurred approximately $1.3 million in new debt issuance costs which have been deferred and are being amortized over the term of the new facility. Total deferred financing costs of $2.9 million are being amortized on a straight-line basis over the 5-year term of the amended and restated CorEnergy Credit Facility.
Amended Pinedale Term Credit Facility
In connection with entering into the Amended Pinedale Term Credit Facility, Pinedale LP incurred approximately $367 thousand in new debt issuance costs, of which $264 thousand were deferred and are being amortized on a straight-line basis over the 5-year term of the Amended Pinedale Term Credit Facility.
Contractual Payments
The remaining contractual principal payments as of March 31, 2019 under the Amended Pinedale Term Credit Facility are as follows:
Year
 
Amended Pinedale Term Credit Facility
2019
 
$
2,646,000

2020
 
3,528,000

2021
 
3,528,000

2022
 
26,888,000

2023
 

Thereafter
 

Total Remaining Contractual Payments
 
$
36,590,000


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 7.00 percent per annum, payable semi-annually in arrears on June 15 and December 15 of each year, beginning on December 15, 2015. On May 23, 2016, the Company repurchased $1.0 million of its convertible bonds on the open market. During the year ended December 31, 2018, certain holders elected to convert approximately $42 thousand of Convertible Notes for 1,271 shares of CorEnergy common stock. The conversion rate for the Convertible Notes is 30.3030 shares of common stock per $1,000 principal amount of Convertible Notes, equivalent to a conversion price of $33.00 per share of common stock.
On January 16, 2019, the Company agreed with three holders of its Convertible Notes, pursuant to privately negotiated agreements, to exchange $43.8 million face amount of such notes for an aggregate of 837,040 shares of the Company's common stock, par value $0.001 per share, plus aggregate cash consideration of $19.8 million, including $315 thousand of interest expense. The Company's agent and lenders under the CorEnergy Credit Facility provided a consent for the convertible note exchange. Subsequent to the exchange, the Company had approximately $70.2 million of face value of the Convertible Notes outstanding. The Company recorded a loss on extinguishment of debt of approximately $5.0 million in the Consolidated Statements of Income for the three months ended March 31, 2019. The loss on extinguishment of debt included the write-off of a portion of the underwriter's discount and deferred debt costs of $409 thousand and $27 thousand, respectively. The remaining underwriter's discount and deferred debt costs continue to be amortized over the remaining term of the Convertible Notes.
The following is a summary of the impact of Convertible Notes on interest expense for the three months ended March 31, 2019 and 2018:
Convertible Note Interest Expense
 
For the Three Months Ended
 
March 31, 2019
 
March 31, 2018
7.00% Convertible Notes
$
1,406,857

 
$
1,995,000

Discount Amortization
132,910

 
184,728

Deferred Debt Issuance Amortization
8,681

 
12,069

Total Convertible Note Interest Expense
$
1,548,448

 
$
2,191,797


The Convertible Notes were initially issued with an underwriters' discount of $3.7 million, a portion of which is being amortized over the life of the Convertible Notes as discussed above. Including the impact of the convertible debt discount and related deferred debt issuance costs, the effective interest rate on the Convertible Notes is approximately 7.7 percent for each of the three months ended March 31, 2019 and 2018, respectively.
v3.19.1
Stockholder's Equity
3 Months Ended
Mar. 31, 2019
Equity [Abstract]  
STOCKHOLDER'S EQUITY
STOCKHOLDERS' EQUITY
PREFERRED STOCK
As of March 31, 2019, the Company has a total of 5,019,727 depository shares outstanding, or approximately 50,197 whole shares of its 7.375% Series A Preferred Stock. The Company's Board of Directors authorized a share repurchase program for the Company to buy up to $10.0 million of its preferred stock, which commenced August 6, 2018. Purchases may be made through the program through August 5, 2019. The Company is not obligated to repurchase any shares of stock under the program and may terminate the program at any time. On January 9, 2019, the Company repurchased 2,500 depository shares of Series A Preferred Stock for approximately $61 thousand in cash.
See Note 13 ("Subsequent Events") for further information regarding the declaration of a dividend on the 7.375% Series A Preferred Stock.
COMMON STOCK
As of March 31, 2019, the Company has 12,808,341 of common shares issued and outstanding. See Note 13 ("Subsequent Events") for further information regarding the declaration of a dividend on the common stock.
SHELF REGISTRATION STATEMENTS
On October 30, 2018, the Company filed a shelf registration statement with the SEC, pursuant to which it registered 1,000,000 shares of common stock for issuance under its dividend reinvestment plan. As of March 31, 2019, the Company has issued 22,003 shares of common stock under its dividend reinvestment plan pursuant to the shelf resulting in remaining availability (subject to the current limitation discussed below) of approximately 977,997 shares of common stock.
On November 9, 2018, the Company had a new shelf registration statement declared effective by the SEC replacing the Company's previously filed shelf registration statement, pursuant to which it may publicly offer additional debt or equity securities with an aggregate offering price of up to $600.0 million. As described elsewhere in this Report, EGC and Cox Oil have refused to provide the financial statement information concerning EGC required to be filed by the Company pursuant to SEC Regulation S-X. At least until it is able to file these EGC financial statements, the Company does not expect to be able to use this shelf registration statement, or the shelf registration statement filed for its dividend reinvestment plan, to sell its securities.
The Company is engaged in dialogue with the staff of the SEC in an effort to shorten the period during which it does not use its registration statements. The Company does not expect this period to be shortened until the EGC financial statement information has been received and filed.
v3.19.1
Earnings Per Share
3 Months Ended
Mar. 31, 2019
Earnings Per Share [Abstract]  
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 three months ended March 31, 2019 and 2018 excludes the impact to income and the number of shares outstanding from the conversion of the 7.00% Convertible Senior Notes because such impact is antidilutive. Under the if converted method, and after consideration of the common shares issued in the Convertible Note exchange discussed in Note 10 ("Debt"), the 7.00% Convertible Senior Notes would result in an additional 2,126,545 common shares outstanding for the three months ended March 31, 2019. For the three months ended March 31, 2018, the if-converted method would have resulted in an additional 3,454,545 common shares outstanding.
 
For the Three Months Ended
 
March 31, 2019
 
March 31, 2018
Net income attributable to CorEnergy stockholders
$
3,866,441

 
$
7,707,708

Less: preferred dividend requirements
2,314,128

 
2,396,875

Net income attributable to common stockholders
$
1,552,313

 
$
5,310,833

Weighted average shares - basic
12,604,943

 
11,918,904

Basic earnings per share
$
0.12

 
$
0.45

 
 
 
 
Net income attributable to common stockholders (from above)
$
1,552,313

 
$
5,310,833

Add: After tax effect of convertible interest

 

Income attributable for dilutive securities
$
1,552,313

 
$
5,310,833

Weighted average shares - diluted
12,604,943

 
11,918,904

Diluted earnings per share
$
0.12

 
$
0.45

v3.19.1
Subsequent Events
3 Months Ended
Mar. 31, 2019
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS
The Company performed an evaluation of subsequent events through the date of the issuance of these financial statements and determined that no additional items require recognition or disclosure, except for the following:
Common Stock Dividend Declaration
On April 24, 2019, the Company's Board of Directors declared a 2019 first quarter dividend of $0.75 per share for CorEnergy common stock. The dividend is payable on May 31, 2019 to stockholders of record on May 17, 2019. As previously disclosed in the Company's Current Report on Form 8-K filed on April 24, 2019, the Company has suspended its dividend reinvestment plan and will pay this quarter's common stock dividend entirely in cash.
Preferred Stock Dividend Declaration
On April 24, 2019, the Company's Board of Directors also declared a dividend of $0.4609375 per depositary share for its 7.375% Series A Preferred Stock. The preferred stock dividend is payable on May 31, 2019 to stockholders of record on May 17, 2019.
v3.19.1
Recent Accounting Pronouncements (Policies)
3 Months Ended
Mar. 31, 2019
Accounting Policies [Abstract]  
Basis of Presentation
Basis of Presentation
The accompanying consolidated financial statements include CorEnergy accounts and the accounts of its wholly-owned subsidiaries and have been prepared in accordance with GAAP set forth in the ASC, as published by the FASB, and with the SEC instructions to Form 10-Q, and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. The accompanying consolidated financial statements reflect all adjustments that are, in the opinion of management, necessary for a fair presentation of the Company's financial position, results of operations, and cash flows for the periods presented. There were no adjustments that, in the opinion of management, were not of a normal and recurring nature. All intercompany transactions and balances have been eliminated in consolidation.
The FASB issued ASU 2015-02 "Consolidations (Topic 810) - Amendments to the Consolidation Analysis" ("ASU 2015-02"), which amended previous consolidation guidance, including introducing a separate consolidation analysis specific to limited partnerships and other similar entities. Under this analysis, limited partnerships and other similar entities are considered a variable interest entity ("VIE") unless the limited partners hold substantive kick-out rights or participating rights. Management determined that Pinedale LP and Grand Isle Corridor LP are VIEs under the amended guidance because the limited partners of both partnerships lack both substantive kick-out rights and participating rights. However, based on the general partners' roles and rights as afforded by the partnership agreements and its exposure to losses and benefits of each of the partnerships through its significant limited partner interests, management determined that CorEnergy is the primary beneficiary of both Pinedale LP and Grand Isle Corridor LP. Based upon this evaluation and the Company's 100 percent ownership of the limited partnership interest in both Pinedale LP and Grand Isle Corridor LP, the consolidated financial statements presented include full consolidation with respect to both partnerships.
Operating results for the three months ended March 31, 2019 are not necessarily indicative of the results that may be expected for the year ending December 31, 2019 or any other interim or annual period. These consolidated financial statements and Management's Discussion and Analysis of the Financial Condition and Results of Operations should be read in conjunction with CorEnergy's Annual Report on Form 10-K, for the year ended December 31, 2018, filed with the SEC on February 28, 2019 (the "2018 CorEnergy 10-K").
Recent Accounting Pronouncements
RECENT ACCOUNTING PRONOUNCEMENTS
In February 2016, the FASB issued ASU 2016-02 "Leases" ("ASU 2016-02" or "ASC 842"), 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. ASC 842 is effective for fiscal years and interim periods beginning after December 15, 2018. The Company adopted ASC 842 effective January 1, 2019 using the modified retrospective approach by applying the transition provisions at the beginning of the period of adoption. The adoption of the new standard resulted in the recording of right-of-use assets and lease liabilities of approximately $75 thousand each, included in prepaid expenses and other assets and accounts payable and other accrued liabilities, respectively, as of January 1, 2019. There was no difference between the right-of-use assets and lease liabilities resulting in an adjustment to retained earnings. The standard did not materially impact the Company's Consolidated Statements of Income and had no impact on the Consolidated Statements of Cash Flows. The Company will continue to apply legacy guidance in ASC 840, "Leases," including its disclosures requirements, in the comparative periods presented in the year of adoption.
In accordance with ASC 842 transition disclosure requirements, the cumulative effect of changes made to the Consolidated Balance Sheets as of January 1, 2019 for the adoption of ASC 842 were as follows:
Balance Sheet
 
Balance at December 31, 2018
 
Adjustments Due to ASC 842
 
Balance at
January 1, 2019
Assets
 
 
 
 
 
 
Prepaid expenses and other assets
 
$
668,584

 
$
74,534

 
$
743,118

Liabilities
 
 
 
 
 
 
Accounts payable and other accrued liabilities
 
3,493,490

 
74,534

 
3,568,024

Equity
 
 
 
 
 
 
Retained earnings
 
9,147,701

 

 
9,147,701


In adopting ASC 842, the Company elected the package of practical expedients permitted under the transition guidance within the new standard, which among other things, allowed the carry forward of historical lease classification. For the underlying lessee asset class related to single-use office space, the Company also elected the lessee separation and allocation practical expedient to not separate lease and non-lease components and instead to account for each separate lease component and non-lease component as a single lease component. For the underlying lessor asset class related to pipelines residing on military bases, the Company elected the lessor separation and allocation practical expedient to not separate lease and non-lease components and instead to account for each separate lease component and non-lease component as a single lease component if the non-lease components otherwise will be accounted for in accordance with ASC 606, and both the following criteria are met: (i) the timing and pattern of revenue recognition are the same for the non-lease component(s) and the related lease component and (ii) the lease component will be classified as an operating lease. Additionally, the Company elected the practical expedient related to land easements, allowing the carry forward of accounting treatment for land easements on existing agreements, which are currently accounted for within property, plant and equipment.
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 those fiscal years. 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.
v3.19.1
Recent Accounting Pronouncements (Tables)
3 Months Ended
Mar. 31, 2019
Accounting Policies [Abstract]  
Schedule of New Accounting Pronouncements and Changes in Accounting Principles
In accordance with ASC 842 transition disclosure requirements, the cumulative effect of changes made to the Consolidated Balance Sheets as of January 1, 2019 for the adoption of ASC 842 were as follows:
Balance Sheet
 
Balance at December 31, 2018
 
Adjustments Due to ASC 842
 
Balance at
January 1, 2019
Assets
 
 
 
 
 
 
Prepaid expenses and other assets
 
$
668,584

 
$
74,534

 
$
743,118

Liabilities
 
 
 
 
 
 
Accounts payable and other accrued liabilities
 
3,493,490

 
74,534

 
3,568,024

Equity
 
 
 
 
 
 
Retained earnings
 
9,147,701

 

 
9,147,701

v3.19.1
Leased Properties and Leases (Tables)
3 Months Ended
Mar. 31, 2019
Leases [Abstract]  
Significant leased properties, major tenants and lease terms
The following table summarizes the significant leased properties, major tenants and lease terms:
Summary of Leased Properties, Major Tenants and Lease Terms
Property
Grand Isle Gathering System
Pinedale LGS
Location
Gulf of Mexico/Louisiana
Pinedale, WY
Tenant
Energy XXI GIGS Services, LLC
Ultra Wyoming LGS, LLC
Asset Description
Approximately 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.
Date Acquired
June 2015
December 2012
Initial Lease Term
11 years
15 years
Renewal Option
Equal to the lesser of 9-years or 75 percent of the remaining useful life
5-year terms
Current Monthly Rent Payments
7/1/2018 - 6/30/2019: $2,860,917
7/1/2019 - 6/30/2020: $3,223,917
$1,812,307
Initial Estimated Useful Life
27 years
26 years
Schedule of future minimum lease receipts
The future contracted minimum rental receipts for all leases as of March 31, 2019, are as follows:
Future Minimum Lease Receipts
Years Ending December 31,
Amount
2019
$
44,307,392

2020
65,383,190

2021
71,345,190

2022
70,322,690

2023
67,274,690

Thereafter
193,639,760

Total
$
512,272,912

Schedule of Significant Leases
The table below displays the Company's individually significant leases as a percentage of total leased properties and total lease revenues for the periods presented:
 
As a Percentage of (1)
 
Leased Properties
 
Lease Revenues
 
As of
 
For the Three Months Ended
 
March 31, 2019
 
December 31, 2018
 
March 31, 2019
 
March 31, 2018
Pinedale LGS(2)
44.4
%
 
44.5
%
 
39.1
%
 
32.8
%
Grand Isle Gathering System
55.2
%
 
55.2
%
 
60.8
%
 
57.8
%
Portland Terminal Facility(3)
%
 
%
 
%
 
9.3
%
(1) Insignificant leases are not presented; thus, percentages may not sum to 100%.
 
 
 
(2) Pinedale LGS lease revenues include variable rent of $1.1 million and $437 thousand for the three months ended March 31, 2019 and 2018, respectively.
(3) On December 21, 2018, the Portland Terminal Facility was sold to Zenith Terminals, terminating the Portland Lease Agreement.
Schedule of Depreciation, Amortization and Accretion
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 Three Months Ended
 
March 31, 2019
 
March 31, 2018
Depreciation Expense
 
 
 
GIGS
$
2,440,791

 
$
2,751,272

Pinedale
2,217,360

 
2,217,360

Portland Terminal Facility(1)

 
318,915

United Property Systems
9,624

 
9,122

Total Depreciation Expense
$
4,667,775

 
$
5,296,669

Amortization Expense - Deferred Lease Costs
 
 
 
GIGS
$
7,641

 
$
7,641

Pinedale
15,342

 
15,342

Total Amortization Expense - Deferred Lease Costs
$
22,983

 
$
22,983

ARO Accretion Expense
 
 
 
GIGS
$
110,992

 
$
127,928

Total ARO Accretion Expense
$
110,992

 
$
127,928

(1) On December 21, 2018, the Portland Terminal Facility was sold to Zenith Terminals, terminating the Portland Lease Agreement.
Schedule of Deferred Lease Costs
The following table reflects the deferred costs that are included in the accompanying Consolidated Balance Sheets associated with the Company's leased properties:
 
March 31, 2019
 
December 31, 2018
Net Deferred Lease Costs
 
 
 
GIGS
$
221,678

 
$
229,319

Pinedale
535,007

 
550,349

Total Deferred Lease Costs, net
$
756,685

 
$
779,668

v3.19.1
Transportation and Distribution Revenue (Tables)
3 Months Ended
Mar. 31, 2019
Revenue from Contract with Customer [Abstract]  
Contract with Customer, Asset and Liability
The table below summarizes the Company's contract asset and contract liability balances related to its transportation and distribution revenue contracts as of March 31, 2019:
 
Contract Asset(1)
 
Contract Liability(2)
Beginning Balance January 1, 2019
$
180,579

 
$
6,522,354

Unrecognized Performance Obligations
(209,157
)
 

Recognized Performance Obligations
34,923

 
(137,796
)
Ending Balance March 31, 2019
$
6,345

 
$
6,384,558

(1) The contract asset balance is included in prepaid expenses and other assets in the Consolidated Balance Sheets.
(2) The contract liability balance is included in unearned revenue in the Consolidated Balance Sheets.
Schedules of Concentration of Risk
The following is a breakout of the Company's transportation and distribution revenue for the three months ended March 31, 2019 and 2018:
 
For the Three Months Ended
 
March 31, 2019
 
March 31, 2018
Natural gas transportation contracts
61.4
%
 
66.5
%
Natural gas distribution contracts
34.8
%
 
26.4
%
v3.19.1
Income Taxes (Tables)
3 Months Ended
Mar. 31, 2019
Income Tax Disclosure [Abstract]  
Components of deferred tax assets and liabilities
Components of the Company's deferred tax assets and liabilities as of March 31, 2019 and December 31, 2018, are as follows:
Deferred Tax Assets and Liabilities
 
March 31, 2019
 
December 31, 2018
Deferred Tax Assets:
 
 
 
Deferred contract revenue
$
1,542,509

 
$
1,691,899

Net operating loss carryforwards
5,066,801

 
5,424,671

Loan loss provision

 
263,508

Basis reduction of investment in partnerships
339,663

 

Other
419,442

 
95,695

Sub-total
$
7,368,415

 
$
7,475,773

Deferred Tax Liabilities:
 
 
 
Cost recovery of leased and fixed assets
$
(2,491,656
)
 
$
(2,508,547
)
Other
(22,147
)
 
(19,023
)
Sub-total
$
(2,513,803
)
 
$
(2,527,570
)
Total net deferred tax asset
$
4,854,612

 
$
4,948,203

Total income tax expense
Total income tax expense (benefit) differs from the amount computed by applying the federal statutory income tax rate of 21 percent for the three months ended March 31, 2019 and 2018 to income from operations and other income and expense for the periods presented, as follows:
Income Tax Expense (Benefit)
 
For the Three Months Ended
 
March 31, 2019
 
March 31, 2018
Application of statutory income tax rate
$
905,893

 
$
1,525,205

State income taxes, net of federal tax expense (benefit)
516,026

 
(143,950
)
Federal Tax Attributable to Income of Real Estate Investment Trust
(915,985
)
 
(1,814,496
)
Other
(58,599
)
 
(11,585
)
Total income tax expense (benefit)
$
447,335

 
$
(444,826
)
Components of income tax expense
The components of income tax expense (benefit) include the following for the periods presented:
Components of Income Tax Expense (Benefit)
 
For the Three Months Ended
 
March 31, 2019
 
March 31, 2018
Current tax expense (benefit)
 
 
 
Federal
$
216,093

 
$
(28,139
)
State (net of federal tax expense (benefit))
137,651

 
(7,410
)
Total current tax expense (benefit)
$
353,744

 
$
(35,549
)
Deferred tax expense (benefit)
 
 
 
Federal
$
(284,784
)
 
$
(272,738
)
State (net of federal tax expense (benefit))
378,375

 
(136,539
)
Total deferred tax expense (benefit)
$
93,591

 
$
(409,277
)
Total income tax expense (benefit), net
$
447,335

 
$
(444,826
)
v3.19.1
Property and Equipment (Tables)
3 Months Ended
Mar. 31, 2019
Property, Plant and Equipment [Abstract]  
Property and Equipment
Property and equipment consist of the following:
Property and Equipment
 
March 31, 2019
 
December 31, 2018
Land
$
580,000

 
$
580,000

Natural gas pipeline
124,307,244

 
124,306,175

Vehicles and trailers
685,554

 
696,164

Office equipment and computers
268,559

 
268,559

Gross property and equipment
$
125,841,357

 
$
125,850,898

Less: accumulated depreciation
(16,812,692
)
 
(15,969,346
)
Net property and equipment
$
109,028,665

 
$
109,881,552

v3.19.1
Fair Value (Tables)
3 Months Ended
Mar. 31, 2019
Fair Value Disclosures [Abstract]  
Carrying and Fair Value Amounts
Carrying and Fair Value Amounts
 
Level within fair value hierarchy
 
March 31, 2019
 
December 31, 2018
 
 
Carrying
    Amount (1)
 
Fair Value
 
Carrying
    Amount (1)
 
Fair Value
Financial Assets:
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
Level 1
 
$
59,361,398

 
$
59,361,398

 
$
69,287,177

 
$
69,287,177

Financing notes receivable (Note 5)
Level 3
 
$
1,309,542

 
$
1,309,542

 
$
1,300,000

 
$
1,300,000