INTRODUCTION AND BASIS OF PRESENTATION
|9 Months Ended
Sep. 30, 2023
|Accounting Policies [Abstract]
|INTRODUCTION AND BASIS OF PRESENTATION
|INTRODUCTION AND BASIS OF PRESENTATION
CorEnergy Infrastructure Trust, Inc. (referred to as "CorEnergy" or "the Company"), was organized as a Maryland corporation and commenced operations on December 8, 2005. The Company's common stock, par value $0.001 per share ("Common Stock"), is listed on the New York Stock Exchange ("NYSE") under the symbol "CORR" and its depositary shares representing the Company's 7.375% Series A Cumulative Redeemable Preferred Stock, par value $0.001 per share ("Series A Preferred Stock"), are listed on the NYSE under the symbol "CORR PrA". The Company's Class B Common Stock, par value $0.001 per share ("Class B Common Stock"), is not listed on an exchange.
The Company owns and operates critical energy midstream infrastructure connecting the upstream and downstream sectors within the industry. The Company currently generates revenue from the transportation, via pipeline systems, of crude oil and natural gas for its customers in California and Missouri, respectively. The pipelines are located in areas where it would be difficult to replicate rights-of-way or transport crude oil or natural gas via non-pipeline alternatives, resulting in the Company's assets providing utility-like criticality in the midstream supply chain for its customers.
CorEnergy's Private Letter Rulings ("PLRs") enable the Company to invest in a broader set of revenue contracts within its real estate investment trust ("REIT") structure, including the opportunity to both own and operate infrastructure assets. CorEnergy has determined its investments in these energy infrastructure assets to be a single reportable business segment and reports them accordingly in its consolidated financial statements.
The principal executive offices of the Company are located at 1100 Walnut, Suite 3350, Kansas City, Missouri 64106.
Basis of Presentation and Consolidation
The accompanying unaudited consolidated financial statements include CorEnergy accounts and the accounts of its wholly owned subsidiaries and variable interest entities ("VIEs") for which CorEnergy is the primary beneficiary. The unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") set forth in the Accounting Standards Codification ("ASC"), as published by the Financial Accounting Standards Board ("FASB"), and with the Securities and Exchange Commission ("SEC") instructions to Form 10-Q, and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. The accompanying unaudited consolidated financial statements reflect all adjustments that are, in the opinion of management, necessary for a fair presentation of the Company's financial position, results of operations, and cash flows for the periods presented. There were no adjustments that, in the opinion of management, were not of a normal and recurring nature. All intercompany transactions and balances have been eliminated in consolidation, and the Company's net earnings have been reduced by the portion of net earnings attributable to non-controlling interests, when applicable. Prior reporting period amounts have been recast to conform with the current period presentation. In preparing the unaudited consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the balance sheet and revenues and expenses for the period. Actual results could differ significantly from those estimates.
Operating results for the three and nine months ended September 30, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023 or any other interim or annual period. Amounts as of December 31, 2022 have been derived from the audited consolidated financial statements as of that date but do not include all of the information and footnotes required by GAAP for complete financial statements and, as a result, should be read in conjunction with the audited consolidated financial statements and the notes thereto included in CorEnergy's Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on March 29, 2023.
Subsidiaries of the Company and Crimson Midstream Holdings, LLC, a consolidated VIE of the Company ("Crimson"), are co-borrowers under the Amended and Restated Credit Agreement, dated as February 4, 2021, which provides for borrowing capacity of up to $155.0 million (the "Crimson Credit Facility"). The Crimson Credit Facility is scheduled to mature on May 3,
2024, which is within twelve months of the date of issuance of these financial statements for the period ended September 30, 2023.
On May 25, 2023, the Company announced entry into a definitive agreement to sell the MoGas and Omega pipeline systems to Spire, Inc. for approximately $175.0 million in cash, subject to final working capital adjustments. The transaction is currently expected to close around the end of the calendar year, pending U.S. Federal Trade Commission ("FTC") review and subject to customary closing conditions. The Company is required to use the proceeds from such sale to repay the Crimson Credit Facility in full.
If the MoGas and Omega sale does not occur in early 2024, the Company's operating cash flows may not be sufficient to service our debt instruments or comply with the covenants contained therein in 2024. If the Company is unable to extend the maturity date of the Crimson Credit Facility, or to repay or refinance it by May 3, 2024, or meet the covenants contained therein until such repayment or refinancing, the Company's ability to meet its obligations would be adversely affected. Failure to extend the maturity date or repay the debt prior to its contractual maturity or a default under the applicable debt agreements could result in the potential foreclosure on the collateral securing such debt.
In addition, on September 12, 2023, the Company received a notice (the “Notice”) from the NYSE that it is not in compliance with the NYSE continued listing standards relating to a minimum share price requirement because the average closing price of the Company's common stock was less than $1.00 per share over a consecutive 30 trading-day period. The Company has six months following receipt of the Notice to regain compliance with the minimum share price requirement. The Company intends to regain compliance with the requirement. However, if the Company is unable to maintain the NYSE listing or obtain an alternative listing on another exchange as required under the Indenture governing the 5.875% Convertible Notes, the Company's failure to do so will constitute a "fundamental change" under the Indenture, in which case, the Company must make an offer to repurchase all of the outstanding 5.875% Convertible Notes at a price equal to the principal amount of such notes, plus any accrued and unpaid interest. The Company projects that it will not have sufficient cash on hand or available liquidity to repurchase all of the outstanding 5.875% Convertible Notes in the event that it is required to do so. The Company's failure to make or complete the repurchase offer would result in a default under the Indenture.
The foregoing events and conditions raise substantial doubt about the Company's ability to continue as a going concern. However, the Company’s management believes it is probable the sale of MoGas and Omega will be successful and enable the Company to fully retire the Crimson Credit Facility before its contractual maturity and allow the Company to sufficiently service debt instruments and comply with the covenants contained therein during 2024, although no assurance can be given that the Company will be able to do so. Additionally, the Company believes it is probable that the sale of MoGas and Omega and other available options will allow the Company to regain compliance with the NYSE minimum listing standard and avoid delisting before March 12, 2024 and the requirement to make an offer to repurchase the outstanding 5.875% Convertible Notes as described above, although no assurance can be given that the Company will be able to do so. As a result, the Company has concluded that management's plans are probable of being achieved to alleviate substantial doubt of the Company's ability to continue as a going concern.
The accompanying unaudited consolidated financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.
MoGas and Omega
During March 2023, the Company determined that the MoGas and Omega pipeline assets have met the criteria of "held-for- sale" accounting, as specified by FASB's ASC 360, "Property, Plant and Equipment." The carrying value of the assets and liabilities of this component is less than the fair value less costs to sell. Therefore, amounts are presented at carrying value within the Company's Consolidated Balance Sheet. Refer to Note 3 ("Held-For-Sale") for further discussion.