Quarterly report pursuant to Section 13 or 15(d)


9 Months Ended
Sep. 30, 2023
Discontinued Operations and Disposal Groups [Abstract]  
MoGas Pipeline and Omega Pipeline Systems
As of September 30, 2023, the Company's MoGas and Omega pipeline systems were classified as assets and liabilities held-for-sale. The Company is disposing of these assets to address upcoming debt maturities on the Crimson Credit Facility and to reduce outstanding debt associated with the Company's 5.875% Unsecured Convertible Senior Notes due 2025.
On May 25, 2023, the Company announced entry into a definitive agreement to sell the MoGas and Omega pipeline systems to Spire, Inc. for $175.0 million in cash, subject to final working capital adjustments. On July 3, 2023, the Company received a request for additional information ("Second Request") from the FTC with regard to this proposed acquisition. The Company is fully cooperating with the FTC regarding the Second Request and expects to close around the end of the calendar year subject to receiving FTC approval.
The pre-tax profit from the disposal group held for sale is summarized in the table below for each period the statement of operations is presented:
For the Three Months Ended For the Nine Months Ended
September 30, 2023 September 30, 2022 September 30, 2023 September 30, 2022
Pre-tax profit(1)
$ 1,150,591  $ (616,079) $ 3,000,379  $ 3,601,156 
Allocated interest related to the sale to repay the Crimson Credit Facility 2,601,032  1,584,924  7,635,380  4,278,117 
(1) The Company is contractually obligated to use the proceeds from the anticipated sale to repay the Crimson Credit Facility. As such, the aforementioned pre-tax profit includes allocated interest related to the sale and repayment of the Crimson Credit Facility.
Held-for-Sale Balance Sheet
September 30, 2023
Assets (Unaudited)
Property and equipment, net of accumulated depreciation of $30,077,502
$ 99,237,947 
Leased property, net of accumulated depreciation of $309,778
Cash and cash equivalents (1)
Accounts and other receivables 2,579,532 
Inventory 145,950 
Prepaid expenses and other assets 868,585 
Operating right-of-use assets 63,550 
Total Assets $ 110,306,421 
Accounts payable and other accrued liabilities 1,410,475 
Operating lease liability 35,800 
Deferred tax liability, net(2)
Unearned revenue 5,059,367 
Total Liabilities $ 7,160,793 
(1) The Company has elected to disclose 100% of the disposal group cash and cash equivalent balance as held for sale, however, the Company only expects a minimal amount of cash necessary for day-to-day operations will ultimately be transferred in the sale.
(2) The deferred tax liability is recorded within certain parent entities that are not part of the disposal group, however, because the liability was generated from the operations of the disposal group, the Company has included it within liabilities held-for-sale on the Consolidated Balance Sheet.