x
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Maryland
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20-3431375
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(State or other jurisdiction of incorporation or organization)
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(IRS Employer Identification No.)
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1100 Walnut, Ste. 3350
Kansas City, MO
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64106
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(Address of Principal Executive Offices)
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(Zip Code)
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Large accelerated filer
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¨
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Accelerated filer
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x
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Non-accelerated filer
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¨
(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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Item 1.
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Item 2.
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Item 3.
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Item 4.
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Item 1.
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Item 1A.
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Item 2.
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Item 3.
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Item 4.
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Item 5.
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Item 6.
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March 31, 2014
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December 31, 2013
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||||
Assets
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(Unaudited)
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|
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||||
Leased property, net of accumulated depreciation of $15,815,415 and $12,754,588
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$
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271,125,556
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$
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232,220,618
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Other equity securities, at fair value
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24,107,243
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23,304,321
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Cash and cash equivalents
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23,095,733
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17,963,266
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Property and equipment, net of accumulated depreciation of $2,108,495 and $2,037,685
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3,247,673
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3,318,483
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Financing note and related accrued interest receivable, net
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4,107,955
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—
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Lease receivable
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438,239
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711,229
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Accounts receivable
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2,213,860
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2,068,193
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Intangible lease asset, net of accumulated amortization of $802,832 and $729,847
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291,939
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364,924
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Deferred debt issuance costs, net of accumulated amortization of $717,670 and $572,830
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1,080,684
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1,225,524
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Deferred lease costs, net of accumulated amortization of $78,613 and $63,272
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841,849
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857,190
|
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Hedged derivative asset
|
611,326
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680,968
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Income tax receivable
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—
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834,382
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Prepaid expenses and other assets
|
433,618
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326,561
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Total Assets
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$
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331,595,675
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$
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283,875,659
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Liabilities and Equity
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Current maturities of long-term debt
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$
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3,528,000
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$
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2,940,000
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Long-term debt (net of current maturities)
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66,178,000
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67,060,000
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Accounts payable and other accrued liabilities
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2,786,408
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2,920,267
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Unearned revenue
|
2,844,914
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—
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Deferred tax liability
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4,991,526
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|
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5,332,087
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Income tax payable
|
198,865
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—
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Line of credit
|
483,105
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81,935
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Total Liabilities
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$
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81,010,818
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$
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78,334,289
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Equity
|
|
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Warrants, no par value; 0 and 945,594 issued and outstanding at March 31, 2014 and December 31, 2013, respectively (5,000,000 authorized)
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$
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—
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$
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1,370,700
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Capital stock, non-convertible, $0.001 par value; 31,635,537 shares issued and outstanding at March 31, 2014 and 24,156,163 shares issued and outstanding at December 31, 2013 (100,000,000 shares authorized)
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31,635
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24,156
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Additional paid-in capital
|
220,458,108
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173,441,019
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Accumulated retained earnings
|
665,698
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1,580,062
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Accumulated other comprehensive income
|
706,783
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777,403
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Total CorEnergy Equity
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221,862,224
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177,193,340
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Non-controlling interest
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28,722,633
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28,348,030
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Total Equity
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250,584,857
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205,541,370
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Total Liabilities and Equity
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$
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331,595,675
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$
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283,875,659
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For the Three Months Ended
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||||||
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March 31, 2014
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March 31, 2013
|
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Revenue
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Lease revenue
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$
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6,762,408
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$
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5,638,244
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Sales revenue
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3,259,530
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2,515,573
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Financing revenue
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25,619
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|
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—
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Total Revenue
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10,047,557
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8,153,817
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Expenses
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|
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Cost of sales (excluding depreciation expense)
|
2,707,358
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2,003,639
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Management fees
|
783,868
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643,814
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Asset acquisition expenses
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16,217
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31,817
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Professional fees
|
399,128
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454,183
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Depreciation expense
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3,131,637
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2,857,036
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Amortization expense
|
15,341
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15,279
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|
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Operating expenses
|
222,741
|
|
|
206,904
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Directors’ fees
|
65,034
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18,000
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|
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Other expenses
|
168,708
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122,706
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Total Expenses
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7,510,032
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6,353,378
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Operating Income
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$
|
2,537,525
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$
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1,800,439
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Other Income (Expense)
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Net distributions and dividend income
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$
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—
|
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$
|
13,124
|
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Net realized and unrealized gain on trading securities
|
—
|
|
|
316,063
|
|
||
Net realized and unrealized gain on other equity securities
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1,294,182
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2,425,986
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Interest expense
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(821,921
|
)
|
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(737,381
|
)
|
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Total Other Income
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472,261
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2,017,792
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Income before income taxes
|
3,009,786
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3,818,231
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Taxes
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Current tax expense
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854,075
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285,891
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Deferred tax expense (benefit)
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(340,562
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)
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735,053
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Income tax expense, net
|
513,513
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1,020,944
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Net Income
|
2,496,273
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2,797,287
|
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Less: Net income attributable to non-controlling interest
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391,114
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384,534
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Net Income attributable to CORR Stockholders
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$
|
2,105,159
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$
|
2,412,753
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|
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|
||||
Net income
|
$
|
2,496,273
|
|
|
$
|
2,797,287
|
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Other comprehensive income:
|
|
|
|
||||
Changes in fair value of qualifying hedges attributable to CORR Stockholders
|
(70,620
|
)
|
|
—
|
|
||
Changes in fair value of qualifying hedges attributable to non-controlling interest
|
(16,511
|
)
|
|
—
|
|
||
Net Change in Other Comprehensive Income
|
$
|
(87,131
|
)
|
|
$
|
—
|
|
Total Comprehensive Income
|
2,409,142
|
|
|
2,797,287
|
|
||
Less: Comprehensive income attributable to non-controlling interest
|
374,603
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|
|
384,534
|
|
||
Comprehensive Income attributable to CORR Stockholders
|
$
|
2,034,539
|
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$
|
2,412,753
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|
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|
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|
||||
Earnings Per Common Share:
|
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Basic and Diluted
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$
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0.07
|
|
|
$
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0.10
|
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Weighted Average Shares of Common Stock Outstanding:
|
|
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|
||||
Basic and Diluted
|
29,973,357
|
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|
24,141,720
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|
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Dividends declared per share
|
$
|
0.125
|
|
|
$
|
0.125
|
|
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Capital Stock
|
|
|
|
Additional
Paid-in
Capital
|
|
Accumulated Other Comprehensive Income
|
|
Retained
Earnings
(Accumulated
Deficit)
|
|
Non-Controlling
Interest
|
|
Total
|
|||||||||||||||||
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Shares
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Amount
|
|
Warrants
|
|
|
|
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|
||||||||||||||||||||
Balance at December 31, 2012
|
24,140,667
|
|
|
$
|
24,141
|
|
|
$
|
1,370,700
|
|
|
$
|
175,256,675
|
|
|
$
|
—
|
|
|
$
|
4,209,023
|
|
|
$
|
29,981,653
|
|
|
$
|
210,842,192
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,502,339
|
|
|
1,466,767
|
|
|
5,969,106
|
|
|||||||
Net change in cash flow hedges
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
777,403
|
|
|
—
|
|
|
181,762
|
|
|
959,165
|
|
|||||||
Total comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
777,403
|
|
|
4,502,339
|
|
|
1,648,529
|
|
|
6,928,271
|
|
|||||||
Dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,923,760
|
)
|
|
—
|
|
|
(7,131,300
|
)
|
|
—
|
|
|
(9,055,060
|
)
|
|||||||
Distributions to non-controlling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,282,152
|
)
|
|
(3,282,152
|
)
|
|||||||
Reinvestment of dividends paid to stockholders
|
15,496
|
|
|
15
|
|
|
—
|
|
|
108,104
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
108,119
|
|
|||||||
Balance at December 31, 2013
|
24,156,163
|
|
|
$
|
24,156
|
|
|
$
|
1,370,700
|
|
|
$
|
173,441,019
|
|
|
$
|
777,403
|
|
|
$
|
1,580,062
|
|
|
$
|
28,348,030
|
|
|
$
|
205,541,370
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,105,159
|
|
|
391,114
|
|
|
2,496,273
|
|
|||||||
Net change in cash flow hedges
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(70,620
|
)
|
|
—
|
|
|
(16,511
|
)
|
|
(87,131
|
)
|
|||||||
Total comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(70,620
|
)
|
|
2,105,159
|
|
|
374,603
|
|
|
2,409,142
|
|
|||||||
Net offering proceeds
|
7,475,000
|
|
|
7,475
|
|
|
—
|
|
|
45,617,088
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
45,624,563
|
|
|||||||
Dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,019,523
|
)
|
|
—
|
|
|
(3,019,523
|
)
|
|||||||
Reinvestment of dividends paid to stockholders
|
4,374
|
|
|
4
|
|
|
—
|
|
|
29,301
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
29,305
|
|
|||||||
Warrant expiration
|
—
|
|
|
—
|
|
|
(1,370,700
|
)
|
|
1,370,700
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Balance at March 31, 2014 (Unaudited)
|
31,635,537
|
|
|
$
|
31,635
|
|
|
$
|
—
|
|
|
$
|
220,458,108
|
|
|
$
|
706,783
|
|
|
$
|
665,698
|
|
|
$
|
28,722,633
|
|
|
$
|
250,584,857
|
|
|
For the Three Months Ended
|
||||||
|
March 31, 2014
|
|
March 31, 2013
|
||||
Operating Activities
|
|
|
|
||||
Net income
|
$
|
2,496,273
|
|
|
$
|
2,797,287
|
|
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
|
|
|
|
||||
Deferred income tax, net
|
(340,561
|
)
|
|
735,053
|
|
||
Depreciation
|
3,131,637
|
|
|
2,857,036
|
|
||
Amortization
|
233,166
|
|
|
216,738
|
|
||
Realized and unrealized gain on trading securities
|
—
|
|
|
(316,063
|
)
|
||
Realized and unrealized gain on other equity securities
|
(1,294,182
|
)
|
|
(2,425,986
|
)
|
||
Unrealized gain on derivative contract
|
(17,489
|
)
|
|
—
|
|
||
Changes in assets and liabilities:
|
|
|
|
||||
Increase in accounts receivable
|
(145,667
|
)
|
|
(741,371
|
)
|
||
Decrease in lease receivable
|
272,990
|
|
|
—
|
|
||
(Increase) decrease in prepaid expenses and other assets
|
(107,057
|
)
|
|
136,042
|
|
||
Increase (decrease) in accounts payable and other accrued liabilities
|
8,017
|
|
|
(349,318
|
)
|
||
Increase (decrease) in current income tax liability
|
1,033,247
|
|
|
(3,647,016
|
)
|
||
Increase (decrease) in unearned revenue
|
2,844,914
|
|
|
(711,228
|
)
|
||
Net cash provided by (used in) operating activities
|
$
|
8,115,288
|
|
|
$
|
(1,448,826
|
)
|
Investing Activities
|
|
|
|
||||
Proceeds from sale of long-term investment of trading and other equity securities
|
—
|
|
|
4,557,379
|
|
||
Deferred lease costs
|
—
|
|
|
(5,620
|
)
|
||
Acquisition of leased assets
|
(41,887,644
|
)
|
|
—
|
|
||
Purchases of property and equipment
|
—
|
|
|
(41,163
|
)
|
||
Issuance of financing note receivable
|
(4,107,955
|
)
|
|
—
|
|
||
Return of capital on distributions received
|
491,260
|
|
|
314,340
|
|
||
Net cash (used in) provided by investing activities
|
$
|
(45,504,339
|
)
|
|
$
|
4,824,936
|
|
Financing Activities
|
|
|
|
||||
Payments on lease obligation
|
—
|
|
|
(20,698
|
)
|
||
Debt financing costs
|
(220,000
|
)
|
|
(10,999
|
)
|
||
Net offering proceeds
|
45,624,563
|
|
|
—
|
|
||
Dividends paid
|
(2,990,215
|
)
|
|
(2,968,442
|
)
|
||
Advances on revolving line of credit
|
1,523,266
|
|
|
139,397
|
|
||
Payments on revolving line of credit
|
(1,122,096
|
)
|
|
—
|
|
||
Principal payment on credit facility
|
(294,000
|
)
|
|
—
|
|
||
Net cash provided by (used in) financing activities
|
$
|
42,521,518
|
|
|
$
|
(2,860,742
|
)
|
Net change in cash and cash equivalents
|
$
|
5,132,467
|
|
|
$
|
515,368
|
|
Cash and cash equivalents at beginning of period
|
17,963,266
|
|
|
17,680,783
|
|
||
Cash and cash equivalents at end of period
|
$
|
23,095,733
|
|
|
$
|
18,196,151
|
|
|
|
|
|
||||
Supplemental Disclosure of Cash Flow Information
|
|
|
|
||||
Interest paid
|
$
|
690,570
|
|
|
$
|
531,318
|
|
Income taxes paid (refunds received)
|
$
|
(179,172
|
)
|
|
$
|
3,895,800
|
|
Non-Cash Investing Activities
|
|
|
|
||||
Change in accounts payable and accrued expenses related to acquisition expenditures
|
$
|
78,121
|
|
|
$
|
—
|
|
Non-Cash Financing Activities
|
|
|
|
||||
Reinvestment of distributions by common stockholders in additional common shares
|
$
|
29,305
|
|
|
$
|
49,141
|
|
Change in accounts payable and accrued expenses related to debt financing costs
|
$
|
(220,000
|
)
|
|
$
|
—
|
|
•
|
Trading securities
– The Company’s publicly traded equity securities were classified as trading securities and were historically reported at fair value. The Company liquidated its trading securities in order to acquire real asset investments. As of March 31, 2013, all trading securities had been sold.
|
•
|
Other equity securities
– The Company’s other equity securities represent interests in private companies which the Company has elected to report at fair value under the fair value option.
|
•
|
Realized and unrealized gains and losses on trading securities and other equity securities
– Changes in the fair values of the Company’s securities during the period reported and the gains or losses realized upon sale of securities during the period are reflected as other income or expense within the accompanying Consolidated Statements of Income.
|
•
|
The independent valuation firm prepares the valuations and the supporting analysis.
|
•
|
The Investment Committee of the Board of Directors reviews the valuations and supporting analyses, prior to approving the valuations.
|
•
|
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)
|
•
|
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 Note Receivable
— Based on the interest rates for similar financial instruments, the carrying value of mortgage and other notes receivable is a reasonable estimate of fair value.
|
•
|
Long-term debt
— The fair value of the Company’s long-term debt is calculated, for disclosure purposes, by discounting future debt service requirements by a rate equal to the Company’s current expected rate for an equivalent transaction.
|
•
|
Line of Credit
— The carrying value of the line of credit approximates the fair value due to its short-term nature.
|
•
|
Lease Revenue –
Income related to the Company’s leased property is recognized on a straight-line basis over the term of the lease when collectibility is reasonably assured. Rental payments received in advance are classified as unearned revenue and included in liabilities 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 Lease Receivable and included in assets within the Consolidated Balance Sheets.
|
•
|
Sales Revenue
– Revenues related to natural gas distribution and performance of management services are recognized in accordance with GAAP upon delivery of natural gas and upon the substantial performance of management and supervision services related to the expansion of the natural gas distribution system. Omega, acting as a principal, provides for transportation services and natural gas supply for its customers on a firm basis. In addition, Omega is 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 in accordance with GAAP using either a completed contract or percentage of completion method based on the level and volume of estimates utilized, as well as the certainty or uncertainty of our ability to collect those revenues.
|
•
|
Financing Revenue
– Our financing notes receivable are considered a core product offering and therefore the related income is presented as a component of operating income in the revenue section. 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 fees 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.
|
•
|
Securities Transactions and Investment Income Recognition
– Securities transactions are accounted for on the date the securities are purchased or sold (trade date). Realized gains and losses are reported on an identified cost basis. Distributions received from our equity investments are generally comprised of ordinary income, capital gains and distributions received from investment securities from the portfolio company. 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 each portfolio company and other industry sources. These estimates may subsequently be revised based on information received from the portfolio companies after their tax reporting periods are concluded, as the actual character of these distributions are not known until after our fiscal year end.
|
•
|
Dividends and distributions from investments
– Dividends and distributions 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 our 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.
|
|
|
As a Percentage of
|
||||||
|
|
Leased Properties
|
|
Lease Revenues
|
||||
|
|
As of
March 31, 2014
|
|
As of
December 31, 2013
|
|
For the Three Months Ended
|
||
|
|
|
|
March 31, 2014
|
|
March 31, 2013
|
||
Pinedale LGS
|
|
80.86%
|
|
94.23%
|
|
75.07%
|
|
88.70%
|
Portland Terminal Facility
|
|
15.47%
|
|
—
|
|
15.49%
|
|
—
|
Public Service of New Mexico
|
|
3.67%
|
|
5.77%
|
|
9.44%
|
|
11.30%
|
Ultra Petroleum Corp.
Summary Consolidated Statements of Operations
(in thousands)
|
|||||||
|
For the Three Months ended
|
||||||
|
March 31, 2014
|
|
March 31, 2013
|
||||
|
(Unaudited)
|
|
|
||||
Revenues
|
$
|
326,299
|
|
|
$
|
225,626
|
|
Expenses
|
154,829
|
|
|
139,994
|
|
||
Operating Income (Loss)
|
171,470
|
|
|
85,632
|
|
||
Other Income (Expense), net
|
(69,751
|
)
|
|
(67,831
|
)
|
||
Income (Loss) before income tax provision (benefit)
|
101,719
|
|
|
17,801
|
|
||
Income tax provision (benefit)
|
4
|
|
|
1,368
|
|
||
Net Income (Loss)
|
$
|
101,715
|
|
|
$
|
16,433
|
|
Deferred Tax Assets and Liabilities
|
||||||||
|
|
March 31, 2014
|
|
December 31, 2013
|
||||
Deferred Tax Assets:
|
|
|
|
|
||||
Net operating loss carryforwards
|
|
$
|
(82,631
|
)
|
|
$
|
(65,248
|
)
|
Cost recovery of leased and fixed assets
|
|
(929,232
|
)
|
|
(966,914
|
)
|
||
Sub-total
|
|
$
|
(1,011,863
|
)
|
|
$
|
(1,032,162
|
)
|
Deferred Tax Liabilities:
|
|
|
|
|
||||
Basis reduction of investment in partnerships
|
|
$
|
5,481,732
|
|
|
$
|
6,335,805
|
|
Net unrealized gain on investment securities
|
|
521,657
|
|
|
28,444
|
|
||
Sub-total
|
|
6,003,389
|
|
|
6,364,249
|
|
||
Total net deferred tax liability
|
|
$
|
4,991,526
|
|
|
$
|
5,332,087
|
|
Income Tax Expense (Benefit)
|
||||||||
|
|
For the Three Months Ended
|
||||||
|
|
March 31, 2014
|
|
March 31, 2013
|
||||
Application of statutory income tax rate
|
|
$
|
918,346
|
|
|
$
|
1,201,795
|
|
State income taxes, net of federal tax benefit
|
|
42,979
|
|
|
62,270
|
|
||
Federal Tax Attributable to Income of Real Estate Investment Trust
|
|
(447,812
|
)
|
|
(243,121
|
)
|
||
Total income tax expense
|
|
$
|
513,513
|
|
|
$
|
1,020,944
|
|
Property and Equipment
|
||||||||
|
|
March 31, 2014
|
|
December 31, 2013
|
||||
Natural gas pipeline
|
|
$
|
5,215,424
|
|
|
$
|
5,215,424
|
|
Vehicles and trailers
|
|
125,117
|
|
|
125,117
|
|
||
Computers
|
|
15,627
|
|
|
15,627
|
|
||
Gross property and equipment
|
|
5,356,168
|
|
|
5,356,168
|
|
||
Less: accumulated depreciation
|
|
(2,108,495
|
)
|
|
(2,037,685
|
)
|
||
Net property and equipment
|
|
$
|
3,247,673
|
|
|
$
|
3,318,483
|
|
March 31, 2014
|
||||||||||||||||
|
|
March 31, 2014
|
|
Fair Value
|
||||||||||||
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Other equity securities
|
|
$
|
24,107,243
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
24,107,243
|
|
Total Assets
|
|
$
|
24,107,243
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
24,107,243
|
|
December 31, 2013
|
||||||||||||||||
|
|
December 31, 2013
|
|
Fair Value
|
||||||||||||
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Other equity securities
|
|
$
|
23,304,321
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
23,304,321
|
|
Total Assets
|
|
$
|
23,304,321
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
23,304,321
|
|
|
For the three Months Ended
|
||||||
|
March 31, 2014
|
|
March 31, 2013
|
||||
Fair value beginning balance
|
$
|
23,304,321
|
|
|
$
|
19,707,126
|
|
Total realized and unrealized gains included in net income
|
1,294,182
|
|
|
2,425,986
|
|
||
Return of capital adjustments impacting cost basis of securities
|
(491,260
|
)
|
|
(237,258
|
)
|
||
Fair value ending balance
|
$
|
24,107,243
|
|
|
$
|
21,895,854
|
|
|
|
|
|
||||
Changes in unrealized gains, included in net income, relating to securities still held
(1)
|
$
|
1,294,182
|
|
|
$
|
2,425,986
|
|
Significant Unobservable Inputs Used To Value Portfolio Investments
|
||||||||||||||
|
|
|
|
|
|
Unobservable Inputs
|
|
Range
|
|
Weighted Average
|
||||
Assets at Fair Value
|
|
Fair Value
|
|
Valuation Technique
|
|
|
Low
|
|
High
|
|
||||
Other equity securities, at fair value
|
|
$
|
24,107,243
|
|
|
Public company historical EBITDA analysis
|
|
Historical EBITDA Valuation Multiples
|
|
10.0x
|
|
11.0x
|
|
10.5x
|
|
|
|
|
Public company projected EBITDA analysis
|
|
Projected EBITDA Valuation Multiples
|
|
9.0x
|
|
10.0x
|
|
9.5x
|
||
|
|
|
|
M&A company analysis
|
|
EV/LTM 2012 EBITDA
|
|
8.3x
|
|
9.3x
|
|
8.8x
|
||
|
|
|
|
Discounted cash flow
|
|
Weighted Average Cost of Capital
|
|
9.5%
|
|
14.0%
|
|
11.8%
|
Assets
|
|
March 31, 2014
|
|
December 31, 2013
|
||||
Current assets
|
|
$
|
48,678,805
|
|
|
$
|
49,195,626
|
|
Noncurrent assets
|
|
$
|
554,746,392
|
|
|
$
|
554,402,885
|
|
Total Assets
|
|
$603,425,197
|
|
$603,598,511
|
||||
Liabilities
|
|
|
|
|
||||
Current liabilities
|
|
$
|
31,221,244
|
|
|
$
|
31,860,653
|
|
Noncurrent liabilities
|
|
185,502,625
|
|
|
182,639,103
|
|
||
Total Liabilities
|
|
216,723,869
|
|
|
214,499,756
|
|
||
|
|
|
|
|
||||
Partner's equity
|
|
386,701,328
|
|
|
389,098,755
|
|
||
Total liabilities and partner's equity
|
|
$603,425,197
|
|
$603,598,511
|
|
|
For the three Months Ending
|
||||||
|
|
March 31, 2014
|
|
March 31, 2013
|
||||
Revenues
|
|
$
|
31,222,000
|
|
|
$
|
27,108,000
|
|
Operating expenses
|
|
26,940,000
|
|
|
21,282,000
|
|
||
EBITDA
|
|
$
|
4,282,000
|
|
|
$
|
5,826,000
|
|
Other income (expenses)
|
|
(1,131,000
|
)
|
|
8,237,000
|
|
||
Net income
|
|
$
|
3,151,000
|
|
|
$
|
14,063,000
|
|
Effect of Derivative Financial Instruments on Income Statement
|
||||||||||||||||||||||||||||||
Derivatives in Cash Flow Hedging Relationships
|
|
Amount of Gain (Loss) Recognized in AOCI
on Derivative
(Effective Portion)
|
|
Location of
Gain (Loss) Reclassified from AOCI into Net Income (Effective Portion)
|
|
Amount of Gain (Loss) Reclassified from AOCI on Derivatives (Effective Portion) Recognized in Net Income *
|
|
Location of Gain (Loss) Recognized in Income on Derivative (Ineffective Portion and Amount Excluded from Effectiveness Testing)
|
|
Amount of Gain (Loss) Recognized in Income on Derivative (Ineffective Portion, Amounts Excluded from Effectiveness Testing)
|
||||||||||||||||||||
|
|
|
|
|
||||||||||||||||||||||||||
For the three months ended:
|
|
March 31, 2014
|
|
March 31, 2013
|
|
|
March 31, 2014
|
|
March 31, 2013
|
|
|
March 31, 2014
|
|
March 31, 2013
|
||||||||||||||||
Interest Rate Products
|
|
$
|
(161,889
|
)
|
|
$
|
—
|
|
|
Interest Expense
|
|
$
|
(74,758
|
)
|
|
$
|
—
|
|
|
Interest Expense
|
|
$
|
(170
|
)
|
|
$
|
—
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Derivatives Not Designated as Hedging Instruments
|
|
Location of
Gain (Loss) Recognized in Income on Derivative
|
|
Amount of Gain (Loss) Recognized in Income on Derivative *
|
|
|
|
|
|
|
|
|
||||||||||||||||||
|
|
For the Three Months Ended
|
|
|
|
|
||||||||||||||||||||||||
|
|
March 31, 2014
|
|
March 31, 2013
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Interest rate contracts
|
|
Interest Expense
|
|
$
|
—
|
|
|
$
|
(3,350
|
)
|
|
|
|
|
|
|
|
|
||||||||||||
* The gain or (loss) recognized in income on derivatives includes changes in fair value of the derivatives as
well as the periodic cash settlements and interest accruals for derivatives not designated as hedging
instruments
|
Earnings Per Share
|
|||||||
|
For the Three Months Ended
|
||||||
|
March 31, 2014
|
|
March 31, 2013
|
||||
Net income attributable to CORR Stockholders
|
$
|
2,105,159
|
|
|
$
|
2,412,753
|
|
Basic and diluted weighted average shares
(1)
|
29,973,357
|
|
|
24,141,720
|
|
||
Basic and diluted earnings per share attributable to CORR Stockholders
|
$
|
0.07
|
|
|
$
|
0.10
|
|
(1)
|
Warrants to purchase shares of common stock were outstanding during the periods reflected in the table above, but were not included in the computation of diluted earnings per share because the warrants’ exercise price was greater than the average market value of the common shares and, therefore, the effect would be anti-dilutive.
|
•
|
the ability of our tenants to make payments under their respective leases, our reliance on certain major tenants and our ability to re-lease properties that become vacant;
|
•
|
our ability to obtain suitable tenants for our properties;
|
•
|
changes in economic and business conditions, including the financial condition of our tenants and general economic conditions in the energy industry, and in the particular sectors of that industry served by each of our infrastructure assets;
|
•
|
the inherent risks associated with owning real estate, including local real estate market conditions, governing laws and regulations, including potential liabilities relating to environmental matters, and illiquidity of real estate investments;
|
•
|
our ability to sell properties at an attractive price;
|
•
|
our ability to repay debt financing obligations;
|
•
|
our ability to refinance amounts outstanding under our credit facilities at maturity on terms favorable to us;
|
•
|
the loss of any member of our management team;
|
•
|
our ability to comply with certain debt covenants;
|
•
|
our ability to integrate acquired properties and operations into existing operations;
|
•
|
our continued ability to access the debt or equity markets;
|
•
|
the availability of other debt and equity financing alternatives;
|
•
|
market conditions affecting our debt and equity securities;
|
•
|
changes in interest rates under our current credit facility and under any additional variable rate debt arrangements that we may enter into in the future;
|
•
|
our ability to successfully implement our selective acquisition strategy;
|
•
|
our ability to maintain internal controls and processes to ensure all transactions are accounted for properly, all relevant disclosures and filings are timely made in accordance with all applicable rules and regulations, and any potential fraud or embezzlement is thwarted or detected;
|
•
|
changes in federal or state tax rules or regulations that could have adverse tax consequences;
|
•
|
declines in the market value of our investment securities; and
|
•
|
changes in federal income tax regulations (and applicable interpretations thereof), or in the composition or performance of our assets, that could impact our ability to continue to qualify as a real estate investment trust for federal income tax purposes.
|
Results of Operations
|
||||||||
|
|
For the Three Months Ended
|
||||||
|
|
March 31, 2014
|
|
March 31, 2013
|
||||
Lease Revenue, Security Distributions, Financing Revenue and Operating Results
|
|
|
|
|
||||
Leases:
|
|
|
|
|
||||
Lease revenue
|
|
$
|
6,762,408
|
|
|
$
|
5,638,244
|
|
Other equity securities:
|
|
|
|
|
||||
Distributions and dividends received
|
|
491,260
|
|
|
327,464
|
|
||
Financing:
|
|
|
|
|
||||
Financing revenue
|
|
25,619
|
|
|
—
|
|
||
Operations:
|
|
|
|
|
||||
Sales revenue
|
|
3,259,530
|
|
|
2,515,573
|
|
||
Cost of sales
|
|
(2,707,358
|
)
|
|
(2,003,639
|
)
|
||
Operating expenses (excluding depreciation and amortization)
|
|
(222,741
|
)
|
|
(206,904
|
)
|
||
Net operations (excluding depreciation and amortization)
|
|
329,431
|
|
|
305,030
|
|
||
Total Lease Revenue, Security Distributions, Financing Revenue and Net Operating Results
|
|
$
|
7,608,718
|
|
|
$
|
6,270,738
|
|
Operating expenses
|
|
(1,432,955
|
)
|
|
(1,270,520
|
)
|
||
Non-controlling interest attributable to adjusted EBITDA items
|
|
(956,414
|
)
|
|
(937,337
|
)
|
||
Adjusted EBITDA attributable to CORR stockholders
|
|
$
|
5,219,349
|
|
|
$
|
4,062,881
|
|
Other Income (Expense):
|
|
|
|
|
||||
Other equity securities:
|
|
|
|
|
||||
Distributions and dividends not recorded as income (return of capital adjustments)
|
|
(491,260
|
)
|
|
(314,340
|
)
|
||
Net realized and unrealized gain on securities
|
|
1,294,182
|
|
|
2,742,049
|
|
||
Net other equity securities
|
|
802,922
|
|
|
2,427,709
|
|
||
Depreciation, Amortization, and Interest Expense:
|
|
|
|
|
||||
Depreciation & amortization
|
|
(3,146,978
|
)
|
|
(2,872,315
|
)
|
||
Interest expense, net
|
|
(821,921
|
)
|
|
(737,381
|
)
|
||
Non-controlling interest attributable to depreciation, amortization and interest expense
|
|
565,300
|
|
|
552,803
|
|
||
Net depreciation, amortization and interest expense
|
|
(3,403,599
|
)
|
|
(3,056,893
|
)
|
||
Total other income (expense)
|
|
(2,600,677
|
)
|
|
(629,184
|
)
|
||
Income before income taxes attributable to CORR stockholders
|
|
2,618,672
|
|
|
3,433,697
|
|
||
Income tax expense
|
|
(513,513
|
)
|
|
(1,020,944
|
)
|
||
Income attributable to CORR stockholders
|
|
$
|
2,105,159
|
|
|
$
|
2,412,753
|
|
|
|
|
|
|
||||
Adjusted EBITDA per share (basic and diluted)
|
|
$
|
0.17
|
|
|
$
|
0.17
|
|
Net earnings per share (basic and diluted)
|
|
$
|
0.07
|
|
|
$
|
0.10
|
|
AFFO per share (basic and diluted)
(1)
|
|
$
|
0.14
|
|
|
$
|
0.13
|
|
Book value per share (basic and diluted)
(2)
|
|
$
|
7.01
|
|
|
$
|
7.34
|
|
Expenses from Operations
|
|||||||||||
|
For the Three Months Ended
|
||||||||||
|
March 31, 2014
|
|
March 31, 2013
|
|
Increase/(Decrease)
|
||||||
Management fees, net of expense reimbursements
|
$
|
783,868
|
|
|
$
|
643,814
|
|
|
$
|
140,054
|
|
Asset acquisition expense
|
16,217
|
|
|
31,817
|
|
|
(15,600
|
)
|
|||
Professional fees/directors’ fees/other
|
632,870
|
|
|
594,889
|
|
|
37,981
|
|
|||
Totals
|
$
|
1,432,955
|
|
|
$
|
1,270,520
|
|
|
$
|
162,435
|
|
Analysis of Equity
|
March 31, 2014
|
|
December 31, 2013
|
||||
Warrants, no par value; 945,594 issued and outstanding at December 31, 2013 (5,000,000 authorized)
|
$
|
—
|
|
|
$
|
1,370,700
|
|
Capital stock, non-convertible, $0.001 par value; 31,635,537 shares issued and outstanding at March 31, 2014 and 24,156,163 shares issued and outstanding at December 31, 2013 (100,000,000 shares authorized)
|
31,635
|
|
|
24,156
|
|
||
Additional paid-in capital
|
220,458,108
|
|
|
173,441,019
|
|
||
Accumulated retained earnings
|
665,698
|
|
|
1,580,062
|
|
||
Accumulated other comprehensive income
|
706,783
|
|
|
777,403
|
|
||
Total CorEnergy Equity
|
$
|
221,862,224
|
|
|
$
|
177,193,340
|
|
|
|
|
|
||||
Shares outstanding
|
31,635,537
|
|
|
24,156,163
|
|
||
Book Value per Share
|
$
|
7.01
|
|
|
$
|
7.34
|
|
FFO and AFFO Reconciliation
|
||||||||
|
|
For the Three Months Ended
|
||||||
|
|
March 31, 2014
|
|
March 31, 2013
|
||||
Net Income (attributable to CorEnergy Stockholders):
|
|
$
|
2,105,159
|
|
|
$
|
2,412,753
|
|
Add:
|
|
|
|
|
||||
Depreciation
|
|
3,131,637
|
|
|
2,857,036
|
|
||
Distributions received from investment securities
|
|
491,260
|
|
|
314,339
|
|
||
Income tax expense, net
|
|
513,513
|
|
|
1,020,944
|
|
||
Less:
|
|
|
|
|
||||
Net realized and unrealized gain on trading securities
|
|
—
|
|
|
316,063
|
|
||
Net realized and unrealized gain on other equity securities
|
|
1,294,182
|
|
|
2,425,986
|
|
||
Non-controlling Interest attributable to FFO reconciling items
|
|
411,455
|
|
|
411,378
|
|
||
Funds from operations (FFO)
|
|
$
|
4,535,932
|
|
|
$
|
3,451,645
|
|
Add:
|
|
|
|
|
||||
Transaction costs
|
|
16,217
|
|
|
31,817
|
|
||
Amortization of debt issuance costs
|
|
144,840
|
|
|
128,474
|
|
||
Amortization of deferred lease costs
|
|
15,279
|
|
|
15,279
|
|
||
Amortization of above market leases
|
|
72,985
|
|
|
72,985
|
|
||
Noncash costs associated with derivative instruments
|
|
(17,489
|
)
|
|
3,350
|
|
||
Less:
|
|
|
|
|
||||
EIP Lease Adjustment
|
|
542,809
|
|
|
542,809
|
|
||
Non-controlling Interest attributable to AFFO reconciling items
|
|
23,170
|
|
|
26,330
|
|
||
Adjusted funds from operations (AFFO)
|
|
$
|
4,201,785
|
|
|
$
|
3,134,411
|
|
|
|
|
|
|
||||
Weighted Average Shares
|
|
29,973,357
|
|
|
24,141,720
|
|
||
FFO per share
|
|
$
|
0.15
|
|
|
$
|
0.14
|
|
AFFO per share
|
|
$
|
0.14
|
|
|
$
|
0.13
|
|
Fair Value of Other Equity Securities
|
|||||||||||||||
Portfolio Company
|
|
Fair Value at March 31, 2014
|
|
Fair Value at December 31, 2013
|
|
$ Change
|
|
% Change
|
|||||||
Lightfoot
|
|
$
|
11,162,255
|
|
|
$
|
10,528,743
|
|
|
$
|
633,512
|
|
|
6.02
|
%
|
VantaCore
|
|
$
|
12,944,988
|
|
|
$
|
12,775,578
|
|
|
$
|
169,410
|
|
|
1.33
|
%
|
Contractual Obligations
|
|||||||||||||||||||
|
Notional Value
|
|
Less than 1 year
|
|
1-3 years
|
|
3-5 years
|
|
More than 5 years
|
||||||||||
Long-term debt
|
$
|
69,706,000
|
|
|
$
|
3,528,000
|
|
|
$
|
66,178,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest payments on long-term debt
|
|
|
2,348,907
|
|
|
3,830,777
|
|
|
—
|
|
|
—
|
|
||||||
Totals
|
|
|
$
|
5,876,907
|
|
|
$
|
70,008,777
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
As a Percentage of
|
||||||
|
|
Leased Properties
|
|
Lease Revenues
|
||||
|
|
As of
March 31, 2014 |
|
As of
December 31, 2013 |
|
For the Three Months Ended
|
||
|
|
|
|
March 31, 2014
|
|
March 31, 2013
|
||
Pinedale LGS
|
|
80.86%
|
|
94.23%
|
|
75.07%
|
|
88.70%
|
Portland Terminal Facility
|
|
15.47%
|
|
—
|
|
15.49%
|
|
—
|
Public Service of New Mexico
|
|
3.67%
|
|
5.77%
|
|
9.44%
|
|
11.30%
|
Exhibit No.
|
|
Description of Document
|
3.1
|
|
Articles of Amendment and Restatement of CorEnergy Infrastructure Trust, Inc. (1)
|
10.2(b)
|
|
Revised Management Agreement dated April 30, 2014, effective January 1, 2014
|
10.16
|
|
Membership Interest Purchase Agreement, dated January 14, 2014, by and among Lightfoot Capital Partners, LP, CorEnergy Infrastructure Trust, Inc. and Arc Terminals Holdings LLC (2)
|
10.17
|
|
Lease, dated January 21, 2014, by and between LCP Oregon Holdings, LLC and Arc Terminals Holdings LLC (3)
|
10.18
|
|
Asset Purchase Agreement, dated January 21, 2014, by and between LCP Oregon Holdings, LLC and Arc Terminals Holdings LLC (3)
|
31.1
|
|
Certification by Chief Executive Officer pursuant to Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, is filed herewith.
|
31.2
|
|
Certification by Chief Accounting Officer pursuant to Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, is filed herewith.
|
32.1
|
|
Certification by Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, is furnished herewith.
|
101
|
|
The following materials from CorEnergy Infrastructure Trust, Inc.'s Quarterly Report on Form 10-Q for the three months ended March 31, 2014, formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Income, (iii) the Consolidated Statements of Cash Flows and (iv) the Notes to Condensed Consolidated Financial Statements.
|
(1)
|
Incorporated by reference from the Registrant's current report on Form 8-K filed on January 14, 2014 (the first Form 8-K filing on such date).
|
(2)
|
Incorporated by reference from the Registrant's current report on Form 8-K filed on January 14, 2014 (the second Form 8-K filing on such date).
|
CORENERGY INFRASTRUCTURE TRUST, INC.
|
||
|
|
(Registrant)
|
|
|
|
By:
|
|
/s/ Rebecca M. Sandring
|
|
|
Rebecca M. Sandring
|
|
|
Chief Accounting Officer
|
|
|
(Principal Accounting and Principal Financial Officer)
|
|
|
|
|
|
May 12, 2014
|
|
|
|
By:
|
|
/s/ David J. Schulte
|
|
|
David J. Schulte
|
|
|
Chief Executive Officer and Director
|
|
|
(Principal Executive Officer)
|
|
|
|
|
|
May 12, 2014
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of CorEnergy Infrastructure Trust, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: May 12, 2014
|
|
/s/ David J. Schulte
|
|
|
David J. Schulte
|
|
|
Chief Executive Officer
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of CorEnergy Infrastructure Trust, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: May 12, 2014
|
|
/s/ Rebecca M. Sandring
|
|
|
Rebecca M. Sandring
|
|
|
Chief Accounting Officer/Treasurer
|
|
|
SECTION 906 CERTIFICATION
|
|
|
/s/ David J. Schulte
|
David J. Schulte
|
Chief Executive Officer
|
Date: May 12, 2014
|
|
/s/ Rebecca M. Sandring
|
Rebecca M. Sandring
|
Chief Accounting Officer, Treasurer
|
Date: May 12, 2014
|