x
|
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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o
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Accelerated filer
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x
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Non-accelerated filer
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o
(Do not check if a smaller reporting company)
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Smaller reporting company
|
o
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•
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the ability of our tenants and borrowers to make payments under their respective leases and mortgage loans, our reliance on certain major tenants under single tenant leases and our ability to re-lease properties;
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•
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changes in economic and business conditions in the energy infrastructure sector where our investments are concentrated, including the financial condition of our tenants or borrowers and general economic conditions in the particular sectors of the energy industry served by each of our infrastructure assets;
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•
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the inherent risks associated with owning real estate, including real estate market conditions, governing laws and regulations, including potential liabilities related to environmental matters, and the relative illiquidity of real estate investments;
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•
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risks associated with the bankruptcy or default of any of our tenants or borrowers;
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•
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the impact of laws and governmental regulations applicable to certain of our infrastructure assets, including additional costs imposed on our business or other adverse impacts as a result of any unfavorable changes in such laws or regulations;
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•
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the loss of any member of our management team;
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•
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our continued ability to access the debt and equity markets;
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•
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our ability to successfully implement our selective acquisition strategy;
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•
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our ability to obtain suitable tenants for our properties;
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•
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our ability to refinance amounts outstanding under our credit facilities and our convertible notes at maturity on terms favorable to us;
|
•
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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;
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•
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our ability to comply with certain debt covenants;
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•
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dependence by us and our tenants on key customers for significant revenues, and the risk of defaults by any such tenants or customers;
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•
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our or our tenants' ability to secure adequate insurance and risk of potential uninsured losses, including from natural disasters;
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•
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the continued availability of third party pipelines, railroads or other facilities interconnected with certain of our infrastructure assets;
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•
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risks associated with owning, operating or financing properties for which the tenants', mortgagors' or our operations may be impacted by extreme weather patterns and other natural phenomena;
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•
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our ability to sell properties at an attractive price;
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•
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market conditions and related price volatility affecting our debt and equity securities;
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•
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competitive and regulatory pressures on the revenues of our interstate natural gas transmission business;
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•
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changes in federal or state tax rules or regulations that could have adverse tax consequences;
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•
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declines in the market value of our investment securities;
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•
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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 rules and regulations, and any potential fraud or embezzlement is thwarted or detected;
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•
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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;
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•
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risks related to potential terrorist attacks, acts of cyber-terrorism, or similar disruptions that could disrupt access to our information technology systems or result in other significant damage to our business and properties, some of which may not be covered by insurance and all of which could adversely impact distributions to our stockholders.
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|
March 31, 2016
|
|
December 31, 2015
|
||||
Assets
|
|
|
|
||||
Leased property, net of accumulated depreciation of $38,124,111 and $33,869,263
|
$
|
504,971,367
|
|
|
$
|
509,226,215
|
|
Assets held for sale, less costs to sell
|
1,839,007
|
|
|
—
|
|
||
Property and equipment, net of accumulated depreciation of $6,840,717 and $5,948,988
|
118,971,300
|
|
|
119,629,978
|
|
||
Financing notes and related accrued interest receivable, net of reserve of $4,100,000 and $13,784,137
|
1,500,000
|
|
|
7,675,626
|
|
||
Other equity securities, at fair value
|
6,837,442
|
|
|
8,393,683
|
|
||
Cash and cash equivalents
|
12,849,652
|
|
|
14,618,740
|
|
||
Accounts and other receivables
|
13,714,978
|
|
|
10,431,240
|
|
||
Deferred costs, net of accumulated amortization of $1,435,213 and $2,717,609
|
3,957,987
|
|
|
4,187,271
|
|
||
Prepaid expenses and other assets
|
825,369
|
|
|
491,024
|
|
||
Deferred tax asset
|
2,184,371
|
|
|
1,606,976
|
|
||
Goodwill
|
1,718,868
|
|
|
1,718,868
|
|
||
Total Assets
|
$
|
669,370,341
|
|
|
$
|
677,979,621
|
|
Liabilities and Equity
|
|
|
|
||||
Current maturities of long-term debt
|
$
|
3,600,000
|
|
|
$
|
66,132,000
|
|
Current maturities of long-term debt - related party
|
668,556
|
|
|
—
|
|
||
Long-term debt, net of deferred debt costs
|
150,052,573
|
|
|
150,732,752
|
|
||
Long-term debt - related party
|
10,417,194
|
|
|
—
|
|
||
Asset retirement obligation
|
13,023,124
|
|
|
12,839,042
|
|
||
Accounts payable and other accrued liabilities
|
4,673,640
|
|
|
2,317,774
|
|
||
Management fees payable
|
1,894,112
|
|
|
1,763,747
|
|
||
Liabilities held for sale
|
439,007
|
|
|
—
|
|
||
Line of credit
|
44,000,000
|
|
|
—
|
|
||
Unearned revenue
|
2,761,202
|
|
|
—
|
|
||
Total Liabilities
|
$
|
231,529,408
|
|
|
$
|
233,785,315
|
|
Equity
|
|
|
|
||||
Series A Cumulative Redeemable Preferred Stock 7.375%, $56,250,000 liquidation preference ($2,500 per share, $0.001 par value), 10,000,000 authorized; 22,500 issued and outstanding as of March 31, 2016, and December 31, 2015
|
$
|
56,250,000
|
|
|
$
|
56,250,000
|
|
Capital stock, non-convertible, $0.001 par value; 11,951,757 and 11,939,697 shares issued and outstanding at March 31, 2016, and December 31, 2015 (100,000,000 shares authorized)
|
11,952
|
|
|
11,940
|
|
||
Additional paid-in capital
|
355,140,047
|
|
|
361,581,507
|
|
||
Accumulated other comprehensive income
|
(20,279
|
)
|
|
190,797
|
|
||
Total CorEnergy Equity
|
411,381,720
|
|
|
418,034,244
|
|
||
Non-controlling Interest
|
26,459,213
|
|
|
26,160,062
|
|
||
Total Equity
|
437,840,933
|
|
|
444,194,306
|
|
||
Total Liabilities and Equity
|
$
|
669,370,341
|
|
|
$
|
677,979,621
|
|
See accompanying Notes to Consolidated Financial Statements.
|
|
For the Three Months Ended
|
||||||
|
March 31, 2016
|
|
March 31, 2015
|
||||
Revenue
|
|
|
|
||||
Lease revenue
|
$
|
16,996,072
|
|
|
$
|
7,336,101
|
|
Transportation and distribution revenue
|
5,099,451
|
|
|
3,649,735
|
|
||
Financing revenue
|
162,344
|
|
|
660,392
|
|
||
Sales revenue
|
—
|
|
|
2,341,655
|
|
||
Total Revenue
|
22,257,867
|
|
|
13,987,883
|
|
||
Expenses
|
|
|
|
||||
Transportation and distribution expenses
|
1,362,325
|
|
|
1,197,968
|
|
||
Cost of Sales
|
—
|
|
|
1,248,330
|
|
||
General and administrative
|
3,289,852
|
|
|
2,568,519
|
|
||
Depreciation, amortization and accretion expense
|
5,296,818
|
|
|
4,048,832
|
|
||
Provision for loan losses
|
4,645,188
|
|
|
—
|
|
||
Total Expenses
|
14,594,183
|
|
|
9,063,649
|
|
||
Operating Income
|
$
|
7,663,684
|
|
|
$
|
4,924,234
|
|
Other Income (Expense)
|
|
|
|
||||
Net distributions and dividend income
|
$
|
375,573
|
|
|
$
|
590,408
|
|
Net realized and unrealized gain (loss) on other equity securities
|
(1,628,752
|
)
|
|
449,798
|
|
||
Interest expense
|
(3,926,009
|
)
|
|
(1,147,272
|
)
|
||
Total Other Income (Expense)
|
(5,179,188
|
)
|
|
(107,066
|
)
|
||
Income before income taxes
|
2,484,496
|
|
|
4,817,168
|
|
||
Taxes
|
|
|
|
||||
Current tax expense
|
(677,731
|
)
|
|
435,756
|
|
||
Deferred tax expense (benefit)
|
(577,395
|
)
|
|
(115,391
|
)
|
||
Income tax expense (benefit), net
|
(1,255,126
|
)
|
|
320,365
|
|
||
Net Income
|
3,739,622
|
|
|
4,496,803
|
|
||
Less: Net Income attributable to non-controlling interest
|
348,501
|
|
|
410,175
|
|
||
Net Income attributable to CorEnergy Stockholders
|
$
|
3,391,121
|
|
|
$
|
4,086,628
|
|
Preferred dividend requirements
|
1,037,109
|
|
|
737,500
|
|
||
Net Income attributable to Common Stockholders
|
$
|
2,354,012
|
|
|
$
|
3,349,128
|
|
|
|
|
|
||||
Net Income
|
$
|
3,739,622
|
|
|
$
|
4,496,803
|
|
Other comprehensive income (loss):
|
|
|
|
||||
Changes in fair value of qualifying hedges attributable to CorEnergy stockholders
|
(211,076
|
)
|
|
(276,107
|
)
|
||
Changes in fair value of qualifying hedges attributable to non-controlling interest
|
(49,350
|
)
|
|
(64,555
|
)
|
||
Net Change in Other Comprehensive Income (Loss)
|
$
|
(260,426
|
)
|
|
$
|
(340,662
|
)
|
Total Comprehensive Income
|
3,479,196
|
|
|
4,156,141
|
|
||
Less: Comprehensive income attributable to non-controlling interest
|
299,151
|
|
|
345,620
|
|
||
Comprehensive Income attributable to CorEnergy Stockholders
|
$
|
3,180,045
|
|
|
$
|
3,810,521
|
|
Earnings Per Common Share:
|
|
|
|
||||
Basic
|
$
|
0.20
|
|
|
$
|
0.36
|
|
Diluted
|
$
|
0.20
|
|
|
$
|
0.36
|
|
Weighted Average Shares of Common Stock Outstanding:
|
|
|
|
|
|
||
Basic
|
11,943,938
|
|
|
9,322,652
|
|
||
Diluted
|
11,943,938
|
|
|
9,322,652
|
|
||
Dividends declared per share
|
$
|
0.750
|
|
|
$
|
0.650
|
|
See accompanying Notes to Consolidated Financial Statements.
|
|
Capital Stock
|
|
Preferred Stock
|
|
Additional
Paid-in Capital |
|
Accumulated Other Comprehensive Income
|
|
Retained
Earnings |
|
Non-Controlling
Interest |
|
Total
|
|||||||||||||||||
|
Shares
|
|
Amount
|
|
Amount
|
|
|
|
|
|
||||||||||||||||||||
Balance at December 31, 2014
|
9,321,010
|
|
|
$
|
9,321
|
|
|
$
|
—
|
|
|
$
|
309,987,724
|
|
|
$
|
453,302
|
|
|
$
|
—
|
|
|
$
|
27,090,695
|
|
|
$
|
337,541,042
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,319,911
|
|
|
1,617,206
|
|
|
13,937,117
|
|
|||||||
Net change in cash flow hedges
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(262,505
|
)
|
|
—
|
|
|
(61,375
|
)
|
|
(323,880
|
)
|
|||||||
Total comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(262,505
|
)
|
|
12,319,911
|
|
|
1,555,831
|
|
|
13,613,237
|
|
|||||||
Issuance of Series A cumulative redeemable preferred stock, 7.375% - redemption value
|
—
|
|
|
—
|
|
|
56,250,000
|
|
|
(2,039,524
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
54,210,476
|
|
|||||||
Net offering proceeds from issuance of common stock
|
2,587,500
|
|
|
2,587
|
|
|
—
|
|
|
73,254,777
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
73,257,364
|
|
|||||||
Series A preferred stock dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,503,125
|
)
|
|
—
|
|
|
(3,503,125
|
)
|
|||||||
Common stock dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
(20,529,353
|
)
|
|
—
|
|
|
(8,816,786
|
)
|
|
—
|
|
|
(29,346,139
|
)
|
|||||||
Common stock issued under director's compensation plan
|
2,677
|
|
|
3
|
|
|
—
|
|
|
89,997
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
90,000
|
|
|||||||
Distributions to Non-controlling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,486,464
|
)
|
|
(2,486,464
|
)
|
|||||||
Reinvestment of dividends paid to common stockholders
|
28,510
|
|
|
29
|
|
|
—
|
|
|
817,886
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
817,915
|
|
|||||||
Balance at December 31, 2015
|
11,939,697
|
|
|
$
|
11,940
|
|
|
$
|
56,250,000
|
|
|
$
|
361,581,507
|
|
|
$
|
190,797
|
|
|
$
|
—
|
|
|
$
|
26,160,062
|
|
|
$
|
444,194,306
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,391,121
|
|
|
348,501
|
|
|
3,739,622
|
|
|||||||
Net change in cash flow hedges
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(211,076
|
)
|
|
—
|
|
|
(49,350
|
)
|
|
(260,426
|
)
|
|||||||
Total comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(211,076
|
)
|
|
3,391,121
|
|
|
299,151
|
|
|
3,479,196
|
|
|||||||
Series A preferred stock dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,037,109
|
)
|
|
—
|
|
|
(1,037,109
|
)
|
|||||||
Common stock dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,600,761
|
)
|
|
—
|
|
|
(2,354,012
|
)
|
|
—
|
|
|
(8,954,773
|
)
|
|||||||
Reinvestment of dividends paid to common stockholders
|
12,060
|
|
|
12
|
|
|
—
|
|
|
159,301
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
159,313
|
|
|||||||
Balance at March 31, 2016 (Unaudited)
|
11,951,757
|
|
|
$
|
11,952
|
|
|
$
|
56,250,000
|
|
|
$
|
355,140,047
|
|
|
$
|
(20,279
|
)
|
|
$
|
—
|
|
|
$
|
26,459,213
|
|
|
$
|
437,840,933
|
|
See accompanying Notes to Consolidated Financial Statements.
|
|
For the Three Months Ended
|
||||||
|
March 31, 2016
|
|
March 31, 2015
|
||||
Operating Activities
|
|
|
|
||||
Net Income
|
$
|
3,739,622
|
|
|
$
|
4,496,803
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Deferred income tax, net
|
(577,395
|
)
|
|
(115,391
|
)
|
||
Depreciation, amortization and ARO accretion
|
5,945,501
|
|
|
4,426,559
|
|
||
Provision for loan loss
|
4,645,188
|
|
|
—
|
|
||
Net distributions and dividend income, including recharacterization of income
|
(117,004
|
)
|
|
(371,323
|
)
|
||
Net realized and unrealized (gain) loss on other equity securities
|
1,628,751
|
|
|
(449,798
|
)
|
||
Unrealized gain on derivative contract
|
(71,363
|
)
|
|
(16,880
|
)
|
||
Common stock issued under directors compensation plan
|
—
|
|
|
30,000
|
|
||
Changes in assets and liabilities:
|
|
|
|
||||
Increase in accounts and other receivables
|
(3,240,409
|
)
|
|
(352,029
|
)
|
||
(Increase) decrease in financing note accrued interest receivable
|
95,114
|
|
|
(200,167
|
)
|
||
Increase in prepaid expenses and other assets
|
(161,354
|
)
|
|
(295,441
|
)
|
||
Increase in management fee payable
|
130,365
|
|
|
61,756
|
|
||
Increase (decrease) in accounts payable and other accrued liabilities
|
1,935,402
|
|
|
(821,951
|
)
|
||
Increase (decrease) in current income tax liability
|
—
|
|
|
480,637
|
|
||
Increase (decrease) in unearned revenue
|
2,761,202
|
|
|
(711,230
|
)
|
||
Net cash provided by operating activities
|
$
|
16,713,620
|
|
|
$
|
6,161,545
|
|
Investing Activities
|
|
|
|
||||
Acquisition expenditures
|
—
|
|
|
(2,041,642
|
)
|
||
Purchases of property and equipment, net
|
(101,919
|
)
|
|
(16,464
|
)
|
||
Proceeds from asset foreclosure
|
223,451
|
|
|
—
|
|
||
Increase in financing notes receivable
|
(202,000
|
)
|
|
(31,442
|
)
|
||
Return of capital on distributions received
|
1,165
|
|
|
29,864
|
|
||
Net cash used by investing activities
|
$
|
(79,303
|
)
|
|
$
|
(2,059,684
|
)
|
Financing Activities
|
|
|
|
||||
Debt financing costs
|
(224,586
|
)
|
|
(53,705
|
)
|
||
Net offering proceeds on Series A preferred stock
|
—
|
|
|
54,137,791
|
|
||
Dividends paid on Series A preferred stock
|
(1,037,109
|
)
|
|
—
|
|
||
Dividends paid on common stock
|
(8,795,460
|
)
|
|
(5,991,083
|
)
|
||
Distributions to non-controlling interest
|
—
|
|
|
(680,748
|
)
|
||
Advances on revolving line of credit
|
44,000,000
|
|
|
1,945,361
|
|
||
Payments on revolving line of credit
|
—
|
|
|
(33,521,055
|
)
|
||
Principal payments on term debt
|
(900,000
|
)
|
|
—
|
|
||
Principal payments on credit facility
|
(51,446,250
|
)
|
|
(882,000
|
)
|
||
Net cash (used) provided by financing activities
|
$
|
(18,403,405
|
)
|
|
$
|
14,954,561
|
|
Net Change in Cash and Cash Equivalents
|
$
|
(1,769,088
|
)
|
|
$
|
19,056,422
|
|
Cash and Cash Equivalents at beginning of period
|
14,618,740
|
|
|
7,578,164
|
|
||
Cash and Cash Equivalents at end of period
|
$
|
12,849,652
|
|
|
$
|
26,634,586
|
|
See accompanying Notes to Consolidated Financial Statements.
|
|||||||
|
|||||||
Supplemental information continued on next page.
|
|
For the Three Months Ended
|
||||||
|
March 31, 2016
|
|
March 31, 2015
|
||||
Supplemental Disclosure of Cash Flow Information
|
|
|
|
||||
Interest paid
|
$
|
1,398,422
|
|
|
$
|
943,101
|
|
Income taxes paid (net of refunds)
|
$
|
10,683
|
|
|
$
|
295,901
|
|
|
|
|
|
||||
Non-Cash Operating Activities
|
|
|
|
||||
Change in accounts payable and accrued expenses related to prepaid assets and other expense
|
$
|
—
|
|
|
$
|
19,096
|
|
|
|
|
|
||||
Non-Cash Investing Activities
|
|
|
|
||||
Change in accounts payable and accrued expenses related to acquisition expenditures
|
$
|
—
|
|
|
$
|
(13,597
|
)
|
Change in accounts payable and accrued expenses related to issuance of financing and other notes receivable
|
$
|
—
|
|
|
$
|
(39,248
|
)
|
Net change in Assets Held for Sale, Property and equipment, Prepaid expenses and other assets, Accounts payable and other accrued liabilities and Liabilities held for sale
|
$
|
(1,776,549
|
)
|
|
$
|
—
|
|
|
|
|
|
||||
Non-Cash Financing Activities
|
|
|
|
|
|
||
Change in accounts payable and accrued expenses related to the issuance of common equity
|
$
|
—
|
|
|
$
|
(72,685
|
)
|
Change in accounts payable and accrued expenses related to debt financing costs
|
$
|
—
|
|
|
$
|
8,509
|
|
Reinvestment of distributions by common stockholders in additional common shares
|
$
|
159,313
|
|
|
$
|
68,154
|
|
See accompanying Notes to Consolidated Financial Statements
|
•
|
Corridor Public Holdings, Inc. and its wholly-owned subsidiary Corridor Private Holdings, Inc, hold our securities portfolio.
|
•
|
Mowood Corridor, Inc. and its wholly-owned subsidiary, Mowood, LLC, which is the holding company for
one
of our operating companies, Omega Pipeline Company, LLC.
|
•
|
Corridor MoGas, Inc. holds
two
other operating companies, MoGas Pipeline, LLC ("MoGas") and United Property Systems, LLC.
|
•
|
CorEnergy BBWS, Inc., Corridor Private and Corridor Leeds Path West, Inc. hold financing notes receivable.
|
•
|
The independent valuation firm prepares the valuations and the supporting analysis.
|
•
|
The valuation report is reviewed and approved by senior management.
|
•
|
The Audit Committee of the Board of Directors reviews the supporting analysis and accepts the valuations.
|
•
|
Lease revenue –
Base rent related to the Company’s leased property is recognized on a straight-line basis over the term of the lease when collectability is reasonably assured. Contingent rent is recognized when it is earned, based on the achievement of specified performance criteria. Rental payments received in advance are classified as unearned revenue and included as a liability within the Consolidated Balance Sheets. Unearned revenue is amortized ratably over the lease period as revenue recognition criteria are met. Rental payments received in arrears are accrued and classified as Lease Receivable and included in assets within the Consolidated Balance Sheets.
|
•
|
Transportation and distribution revenue
– This represents revenue recognized related to natural gas transportation, distribution and supply. Transportation revenues are recognized on firm contracted capacity over the contract period regardless of whether the contracted capacity is used. For interruptible or volumetric based transportation, revenue is recognized when physical deliveries of natural gas are made at the delivery point agreed upon by both parties. Distribution revenue is recognized based on agreed upon contractual terms over each annual period during the terms of the contract. Beginning February 1, 2016, under a new contract with the Department of Defense ("DOD"), gas sales and cost of (gas) sales are presented on a net basis.
|
•
|
Sales revenue - Revenues related to natural gas and propane are recognized upon delivery of natural gas and propane. Omega, acting as a principal, provides natural gas and propane supply for its customers. Beginning February 1, 2016, under a new contract with the Department of Defense ("DOD"), Omega is no longer the primary obligor of product sales and as such net presentation has been determined to be appropriate, therefore gas sales and cost of (gas) sales are presented on a net basis. Prior to the new contract, Sales revenue represented amounts earned by Omega for gas and propane product sales to customers and the costs of the gas and propane were presented as cost of sales.
|
•
|
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. For increasing rate loans, base interest income is recorded ratably over the life of the loan, using the effective interest rate. The net amount of deferred loan origination income and costs are amortized on a straight-line basis over the life of the loan and reported as an adjustment to yield in financing revenue. Participating financing revenues are recorded when specific performance criteria have been met.
|
•
|
Net distributions and dividend income from investments
– Distributions and dividends from investments are recorded on their ex-dates and are reflected as other income within the accompanying Consolidated Statements of Income. Distributions received from the Company’s investments are generally characterized as ordinary income, capital gains and distributions received from investment securities. The portion characterized as return of capital is paid by 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.
|
•
|
Net realized and unrealized gain (loss) from investments
– Securities transactions are accounted for on the date the securities are purchased or sold. Realized gains and losses are reported on an identified cost basis. The Company records investment income and return of capital based on estimates made at the time such distributions are received. Such estimates are based on information available from the portfolio company and other industry sources. These estimates may subsequently be revised based on information received from the portfolio company after their tax reporting periods are concluded, as the actual character of these distributions are not known until after our fiscal year end.
|
Income Tax Expense (Benefit)
|
||||||||
|
|
For the Three Months Ended March 31,
|
||||||
|
|
2016
|
|
2015
|
||||
Application of statutory income tax rate
|
|
$
|
747,599
|
|
|
$
|
1,553,434
|
|
State income taxes, net of federal tax (benefit)
|
|
(83,260
|
)
|
|
37,051
|
|
||
Federal Tax Attributable to Income of Real Estate Investment Trust
|
|
(1,919,465
|
)
|
|
(1,270,120
|
)
|
||
Total income tax expense (benefit)
|
|
$
|
(1,255,126
|
)
|
|
$
|
320,365
|
|
Components of Income Tax Expense (Benefit)
|
||||||||
|
|
For the Three Months Ended March 31,
|
||||||
|
|
2016
|
|
2015
|
||||
Current tax expense
|
|
|
|
|
||||
Federal
|
|
$
|
(627,197
|
)
|
|
$
|
391,946
|
|
State (net of federal tax benefit)
|
|
(50,534
|
)
|
|
43,810
|
|
||
Total current tax expense
|
|
(677,731
|
)
|
|
435,756
|
|
||
Deferred tax expense (benefit)
|
|
|
|
|
||||
Federal
|
|
(544,669
|
)
|
|
(108,632
|
)
|
||
State (net of federal tax benefit)
|
|
(32,726
|
)
|
|
(6,759
|
)
|
||
Total deferred tax expense (benefit)
|
|
(577,395
|
)
|
|
(115,391
|
)
|
||
Total income tax expense (benefit), net
|
|
$
|
(1,255,126
|
)
|
|
$
|
320,365
|
|
Property and Equipment
|
||||||||
|
|
March 31, 2016
|
|
December 31, 2015
|
||||
Land
|
|
$
|
580,000
|
|
|
$
|
580,000
|
|
Natural gas pipeline
|
|
124,446,821
|
|
|
124,386,349
|
|
||
Vehicles and trailers
|
|
687,526
|
|
|
524,921
|
|
||
Office equipment and computers
|
|
97,670
|
|
|
87,696
|
|
||
Gross property and equipment
|
|
125,812,017
|
|
|
125,578,966
|
|
||
Less: accumulated depreciation
|
|
(6,840,717
|
)
|
|
(5,948,988
|
)
|
||
Net property and equipment
|
|
$
|
118,971,300
|
|
|
$
|
119,629,978
|
|
Assets Held for Sale
|
||||
|
|
March 31, 2016
|
||
Disposal wells and related equipment
|
|
$
|
1,839,007
|
|
Assets held for sale
|
|
$
|
1,839,007
|
|
|
|
|
||
Note payable
|
|
$
|
439,007
|
|
Liabilities held for sale
|
|
$
|
439,007
|
|
March 31, 2016
|
||||||||||||||||
|
|
March 31, 2016
|
|
Fair Value
|
||||||||||||
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Other equity securities
|
|
$
|
6,837,442
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6,837,442
|
|
Total Assets
|
|
$
|
6,837,442
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6,837,442
|
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Interest Rate Swap Derivative
|
|
$
|
90,804
|
|
|
$
|
—
|
|
|
$
|
90,804
|
|
|
$
|
—
|
|
Total Liabilities
|
|
$
|
90,804
|
|
|
$
|
—
|
|
|
$
|
90,804
|
|
|
$
|
—
|
|
December 31, 2015
|
||||||||||||||||
|
|
December 31, 2015
|
|
Fair Value
|
||||||||||||
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Other equity securities
|
|
$
|
8,393,683
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
8,393,683
|
|
Interest Rate Swap Derivative
|
|
98,259
|
|
|
—
|
|
|
98,259
|
|
|
—
|
|
||||
Total Assets
|
|
$
|
8,491,942
|
|
|
$
|
—
|
|
|
$
|
98,259
|
|
|
$
|
8,393,683
|
|
|
|
March 31, 2016
(Unaudited)
|
|
December 31, 2015
(Unaudited)
|
||||
Assets
|
|
|
|
|
||||
Current assets
|
|
$
|
22,303
|
|
|
$
|
24,276
|
|
Noncurrent assets
|
|
701,805
|
|
|
696,461
|
|
||
Total Assets
|
|
$
|
724,108
|
|
|
$
|
720,737
|
|
Liabilities
|
|
|
|
|
||||
Current liabilities
|
|
$
|
15,995
|
|
|
$
|
19,993
|
|
Noncurrent liabilities
|
|
261,723
|
|
|
246,808
|
|
||
Total Liabilities
|
|
$
|
277,718
|
|
|
$
|
266,801
|
|
|
|
|
|
|
||||
Partner's equity
|
|
446,390
|
|
|
453,936
|
|
||
Total liabilities and partner's equity
|
|
$
|
724,108
|
|
|
$
|
720,737
|
|
|
|
For the Three Months Ending March 31,
(Unaudited)
|
||||||
|
|
2016
|
|
2015
|
||||
Revenues
|
|
$
|
26,067
|
|
|
$
|
13,557
|
|
Operating expenses
|
|
22,072
|
|
|
15,128
|
|
||
Income (Loss) from Operations
|
|
$
|
3,995
|
|
|
$
|
(1,571
|
)
|
Other income
|
|
2,374
|
|
|
3,834
|
|
||
Net Income
|
|
$
|
6,369
|
|
|
$
|
2,263
|
|
Less: Net Income attributable to non-controlling interests
|
|
(6,293
|
)
|
|
(2,226
|
)
|
||
Net Income attributable to Partner's Capital
|
|
$
|
76
|
|
|
$
|
37
|
|
Year
|
Total Payments
|
||
2016
|
$
|
2,700,000
|
|
2017
|
3,600,000
|
|
|
2018
|
3,600,000
|
|
|
2019
|
32,400,000
|
|
|
2020
|
—
|
|
|
Thereafter
|
—
|
|
|
Total
|
$
|
42,300,000
|
|
Year
|
Total Payments
|
||
2016
|
$
|
501,417
|
|
2017
|
668,556
|
|
|
2018
|
668,556
|
|
|
2019
|
668,556
|
|
|
2020
|
668,556
|
|
|
Thereafter
|
7,910,109
|
|
|
Total
|
$
|
11,085,750
|
|
Earnings Per Share
|
|
|
|
||||
|
For the Three Months Ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
Net income attributable to CorEnergy stockholders
|
$
|
3,391,121
|
|
|
$
|
4,086,628
|
|
Less: preferred dividend requirements
|
1,037,109
|
|
|
737,500
|
|
||
Net income attributable to common stockholders
|
$
|
2,354,012
|
|
|
$
|
3,349,128
|
|
Weighted average shares - basic
|
11,943,938
|
|
|
9,322,652
|
|
||
Basic earnings per share
|
$
|
0.20
|
|
|
$
|
0.36
|
|
|
|
|
|
||||
Net income attributable to common stockholders (from above)
|
$
|
2,354,012
|
|
|
$
|
3,349,128
|
|
Add: After tax effect of convertible interest
|
—
|
|
|
—
|
|
||
Income attributable for dilutive securities
|
$
|
2,354,012
|
|
|
$
|
3,349,128
|
|
Weighted average shares - diluted
|
11,943,938
|
|
|
9,322,652
|
|
||
Diluted earnings per share
|
$
|
0.20
|
|
|
$
|
0.36
|
|
|
For the Three Months Ended
|
||||||
|
March 31, 2016
|
|
March 31, 2015
|
||||
Management fees
|
$
|
1,838,166
|
|
|
$
|
1,171,974
|
|
Acquisition and professional fees
|
887,021
|
|
|
1,241,955
|
|
||
Other expenses
|
564,665
|
|
|
154,590
|
|
||
Total
|
$
|
3,289,852
|
|
|
$
|
2,568,519
|
|
|
For the Three Months Ended
|
||||||
|
March 31, 2016
|
|
March 31, 2015
|
||||
Adjusted EBITDA
|
$
|
16,920,897
|
|
|
$
|
8,252,028
|
|
Other Adjustments:
|
|
|
|
|
|
||
Distributions and dividends received in prior period previously deemed a return of capital (recorded as a cost reduction) and reclassified as income in a subsequent period
|
117,004
|
|
|
371,323
|
|
||
Net realized and unrealized gain (loss) on securities
|
(1,629,917
|
)
|
|
419,934
|
|
||
Depreciation, amortization & accretion
|
(5,296,818
|
)
|
|
(4,048,832
|
)
|
||
Interest expense, net
|
(3,926,009
|
)
|
|
(1,147,272
|
)
|
||
Provision for loan losses
|
(4,645,188
|
)
|
|
—
|
|
||
Non-controlling interest attributable to depreciation, amortization, accretion, and interest expense
|
596,026
|
|
|
559,812
|
|
||
Income tax benefit (expense)
|
1,255,126
|
|
|
(320,365
|
)
|
||
Preferred dividend requirements
|
(1,037,109
|
)
|
|
(737,500
|
)
|
||
Income Attributable to Common Stockholders
|
$
|
2,354,012
|
|
|
$
|
3,349,128
|
|
Net Distributions and Dividends Recorded as Income
|
|||||||
|
For the Three Months Ended
|
||||||
|
March 31, 2016
|
|
March 31, 2015
|
||||
Gross distributions and dividends received from investment securities
|
$
|
259,734
|
|
|
$
|
248,949
|
|
Add:
|
|
|
|
||||
Distributions and dividends received in prior period previously deemed a return of capital (recorded as a cost reduction) and reclassified as income in a subsequent period
|
117,004
|
|
|
371,323
|
|
||
Less:
|
|
|
|
||||
Distributions and dividends received in current period deemed a return of capital and not recorded as income (recorded as a cost reduction) in the current period
|
1,165
|
|
|
29,864
|
|
||
Net distributions and dividends recorded as income
|
$
|
375,573
|
|
|
$
|
590,408
|
|
Book Value Per Share
|
|||||||
Analysis of Equity
|
March 31, 2016
|
|
December 31, 2015
|
||||
Series A Cumulative Redeemable Preferred Stock 7.375%, $56,250,000 liquidation preference ($2,500 per share, $0.001 par value), 10,000,000 authorized; 22,500 issued and outstanding as of March 31, 2016, and December 31, 2015
|
$
|
56,250,000
|
|
|
$
|
56,250,000
|
|
Capital stock, non-convertible, $0.001 par value; 11,951,757 and 11,939,697 shares issued and outstanding at March 31, 2016, and December 31, 2015 (100,000,000 shares authorized)
|
11,952
|
|
|
11,940
|
|
||
Additional paid-in capital
|
355,140,047
|
|
|
361,581,507
|
|
||
Accumulated retained earnings
|
—
|
|
|
—
|
|
||
Accumulated other comprehensive income
|
(20,279
|
)
|
|
190,797
|
|
||
Total CorEnergy Stockholders' Equity
|
411,381,720
|
|
|
418,034,244
|
|
||
Subtract: 7.375% Series A cumulative redeemable preferred stock
|
(56,250,000
|
)
|
|
(56,250,000
|
)
|
||
Total CorEnergy Common Equity
|
355,131,720
|
|
|
361,784,244
|
|
||
Common shares outstanding
|
11,939,697
|
|
|
11,939,697
|
|
||
Book Value per Common Share
|
$
|
29.74
|
|
|
$
|
30.30
|
|
•
|
For the
three months ended March 31, 2016
, we adjusted NAREIT FFO by adding distributions received from investment securities of approximately
$260 thousand
; by subtracting income tax expense from investment securities of approximately
$476 thousand
; by subtracting net distributions and dividend income of approximately
$376 thousand
; and by eliminating a net realized and unrealized loss on other equity securities of approximately
$1.6 million
.
|
•
|
For the
three months ended March 31, 2015
, we adjusted NAREIT FFO by adding distributions received from investment securities of approximately
$249 thousand
; by adding income tax expense from investment securities of approximately
$413 thousand
; by subtracting net distributions and dividend income of approximately
$590 thousand
; and by eliminating a net realized and unrealized gain on other equity securities of approximately
$450 thousand
.
|
Fair Value of Other Equity Securities
|
|||||||||||||||
Portfolio Company
|
|
Fair Value At March 31, 2016
|
|
Fair Value At December 31, 2015
|
|
$ Change
|
|
% Change
|
|||||||
Lightfoot
|
|
$
|
6,837,442
|
|
|
$
|
8,393,683
|
|
|
$
|
(1,556,241
|
)
|
|
(18.5
|
)%
|
Total Other Equity Securities
|
|
$
|
6,837,442
|
|
|
$
|
8,393,683
|
|
|
$
|
(1,556,241
|
)
|
|
(18.5
|
)%
|
•
|
current maturities of long-term debt of
$4.3 million
;
|
•
|
accounts payable and other accrued liabilities totaling
$4.7 million
; and
|
•
|
management fee payable of
$1.9 million
.
|
•
|
Additional funding of the Black Bison and Four Wood financing notes of
$202 thousand
.
|
•
|
Purchases of property and equipment of
$102 thousand
.
|
•
|
Proceeds received on foreclosure of Black Bison Intermediate Holdings of
$223 thousand
.
|
•
|
$2.0 million of capital improvements in connection with the Portland Terminal facility.
|
•
|
Common and preferred dividends paid of
$8.8 million
and
$1.0 million
, respectively.
|
•
|
$44.0 million
drawn on the Regions revolver then used in connection with the Pinedale refinancing.
|
•
|
Principal payments of
$51.4 million
in connection with the Pinedale refinancing.
|
•
|
Principal payments on the term note of
$900 thousand
.
|
•
|
The January 2015 preferred stock offering generated approximately
$54.2 million
, of which,
$32.0 million
was subsequently used to pay down the Regions Revolver.
|
•
|
Common dividends paid of approximately $6.0 million.
|
•
|
Distributions to non-controlling interests of $681 thousand.
|
•
|
Principal payments on the
$70 million
secured term credit facility totaling $882 thousand.
|
Liquidity and Capitalization
|
|||||||
|
As of March 31, 2016
|
|
As of December 31, 2015
|
||||
Cash and cash equivalents
|
$
|
12,849,652
|
|
|
$
|
14,618,740
|
|
Line of credit
|
$
|
44,000,000
|
|
|
$
|
—
|
|
|
|
|
|
||||
Long-term debt (excluding current maturities)
|
160,469,767
|
|
|
150,732,752
|
|
||
Stockholders' equity:
|
|
|
|
||||
Series A Cumulative Redeemable Preferred Stock 7.375%, $0.001 par value
|
56,250,000
|
|
|
56,250,000
|
|
||
Capital stock, non-convertible, $0.001 par value
|
11,952
|
|
|
11,940
|
|
||
Additional paid-in capital
|
355,140,047
|
|
|
361,581,507
|
|
||
Accumulated retained earnings
|
—
|
|
|
—
|
|
||
Accumulated other comprehensive income
|
(20,279
|
)
|
|
190,797
|
|
||
CorEnergy equity
|
411,381,720
|
|
418,034,244
|
||||
Total CorEnergy capitalization
|
$
|
571,851,487
|
|
|
$
|
568,766,996
|
|
Contractual Obligations
|
|||||||||||||||||||
|
Notional Value
|
|
Less than 1 year
|
|
1-3 years
|
|
3-5 years
|
|
More than 5 years
|
||||||||||
Pinedale LP Debt
(2)
|
$
|
11,085,750
|
|
|
$
|
668,556
|
|
|
$
|
1,337,112
|
|
|
$
|
9,080,082
|
|
|
$
|
—
|
|
Interest payments on Pinedale LP Debt
(2)
|
|
|
817,793
|
|
|
1,586,361
|
|
|
1,410,760
|
|
|
—
|
|
||||||
Convertible Debt
|
$
|
115,000,000
|
|
|
—
|
|
|
—
|
|
|
115,000,000
|
|
|
—
|
|
||||
Interest payments on Convertible Debt
|
|
|
8,050,000
|
|
|
16,100,000
|
|
|
12,075,000
|
|
|
—
|
|
||||||
Regions Term Note
(1)
|
$
|
42,300,000
|
|
|
3,600,000
|
|
|
7,200,000
|
|
|
31,500,000
|
|
|
—
|
|
||||
Interest payment on Regions Term Note
|
|
|
1,403,461
|
|
|
2,436,811
|
|
|
745,375
|
|
|
—
|
|
||||||
Totals
|
|
|
$
|
14,539,810
|
|
|
$
|
28,660,284
|
|
|
$
|
169,811,217
|
|
|
$
|
—
|
|
||
(1) The amount shown as the Notional Value for the Regions Term Note represents the outstanding principal balance at 3/31/16.
|
|||||||||||||||||||
(2) The amounts for Pinedale LP debt above represent Prudential's share of the principal and interest payments which is 18.95%. CORR's share of the principal and interest are eliminated in consolidation as these have become intercompany in Q1 due to CORR taking over with Prudential as Refinancing Lenders on the Pinedale LP note. See footnote 12, Credit Facilities, for further information.
|
|
|
As a Percentage of
(1)
|
||||||||||
|
|
Leased Properties
|
|
Lease Revenues
|
||||||||
|
|
As of
|
|
For the Three Months Ended
|
||||||||
|
|
March 31, 2016
|
|
December 31, 2015
|
|
March 31, 2016
|
|
March 31, 2015
|
||||
Pinedale LGS
|
|
39.9
|
%
|
|
40.0
|
%
|
|
30.4
|
%
|
|
70.4
|
%
|
Grand Isle Gathering System
|
|
50.1
|
%
|
|
50.1
|
%
|
|
59.8
|
%
|
|
—
|
|
Portland Terminal Facility
|
|
9.7
|
%
|
|
9.6
|
%
|
|
9.7
|
%
|
|
20.7
|
%
|
Public Service of New Mexico
(2)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8.7
|
%
|
(1) Insignificant leases are not presented, thus percentages may not sum to 100%.
|
||||||||||||
(2)
The Public Service of New Mexico lease terminated on April 1, 2015.
|
Exhibit No.
|
Description of Document
|
||
|
|||
10.2.5
|
Letter Agreement, dated May 9, 2016, concerning Management Fee for March 31, 2016 under Management Agreement, dated May 8, 2015 and effective as of May 1, 2015, between Corridor InfraTrust Management, LLC and CorEnergy Infrastructure Trust, Inc. - filed herewith
|
||
10.20.5
|
Limited Consent and Amendment, dated March 4, 2016 by and among the Company and Regions Bank, et al.(1)
|
||
12.1
|
Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends- filed herewith
|
||
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 - 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 - 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 - 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, 2016, formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Income and Comprehensive Income, (iii) the Consolidated Statements of Equity, (iv) the Consolidated Statements of Cash Flows and (iv) the Notes to Consolidated Financial Statements - furnished herewith
|
(1)
|
Incorporated by reference from the Registrant's Annual Report on Form 10-K for the year ended December 31, 2015 and filed March 14, 2016.
|
CORENERGY INFRASTRUCTURE TRUST, INC.
|
||
|
|
(Registrant)
|
|
|
|
By:
|
|
/s/ Rebecca M. Sandring
|
|
|
Rebecca M. Sandring
|
|
|
Chief Accounting Officer, Treasurer and Secretary
|
|
|
(Principal Accounting Officer and Principal Financial Officer)
|
|
|
|
|
|
May 10, 2016
|
|
|
|
|
|
|
By:
|
|
/s/ David J. Schulte
|
|
|
David J. Schulte
|
|
|
Chief Executive Officer and Director
|
|
|
(Principal Executive Officer)
|
|
|
May 10, 2016
|
|
|
|
|
|
CORRIDOR INFRATRUST MANAGEMENT, LLC:
|
|
|
|
By:
/s/ Richard C. Green, Jr.
|
|
|
|
Name: Richard C. Green, Jr.
|
|
|
|
Title: Managing Director
|
|
|
|
|
|
Agreed and accepted:
|
|
|
|
|
|
|
|
CORENERGY INFRASTRUCTURE TRUST, INC.:
|
|
||
By:
/s/ David J. Schulte
|
|
|
|
Name: David J. Schulte
|
|
|
|
Title: President
|
|
|
|
|
Three Months Ended March 31,
|
|
For the Years Ended December 31,
|
|
For the Years Ended November 30,
|
|
One-Month Transition Period Ended December 31,
|
||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2012
|
||||||||||||
Earnings:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Pre-tax income from continuing operations before adjustment for income or loss from equity investees
|
$
|
3,737,675
|
|
|
$
|
11,782,422
|
|
|
$
|
6,973,693
|
|
|
$
|
2,967,257
|
|
|
$
|
19,857,050
|
|
|
$
|
(515,658
|
)
|
Fixed charges
(1)
|
$
|
3,926,009
|
|
|
$
|
9,781,184
|
|
|
$
|
3,675,122
|
|
|
$
|
3,288,378
|
|
|
$
|
81,123
|
|
|
$
|
416,137
|
|
Amortization of capitalized interest
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Distributed income of equity investees
|
$
|
375,573
|
|
|
$
|
1,270,754
|
|
|
$
|
1,836,783
|
|
|
$
|
584,814
|
|
|
$
|
(279,395
|
)
|
|
$
|
2,325
|
|
Pre-tax losses of equity investees for which charges arising from guarantees are included in fixed charges
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Subtract:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest capitalized
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Preference security dividend requirements of consolidated subsidiaries
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Noncontrolling interest in pre-tax income of subsidiaries that have not incurred fixed charges
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Earnings
|
8,039,257
|
|
|
22,834,360
|
|
|
12,485,598
|
|
|
6,840,449
|
|
|
19,658,778
|
|
|
(97,196
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Combined Fixed Charges and Preference Dividends:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Fixed charges
(1)
|
$
|
3,926,009
|
|
|
$
|
9,781,184
|
|
|
$
|
3,675,122
|
|
|
$
|
3,288,378
|
|
|
$
|
81,123
|
|
|
$
|
416,137
|
|
Preferred security dividend
(2)
|
1,037,109
|
|
|
3,848,828
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Combined fixed charges and preference dividends
|
4,963,118
|
|
|
13,630,012
|
|
|
3,675,122
|
|
|
3,288,378
|
|
|
81,123
|
|
|
416,137
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Ratio of earnings to fixed charges
|
2.05
|
|
|
2.33
|
|
|
3.40
|
|
|
2.08
|
|
|
242.70
|
|
|
(0.23
|
)
|
||||||
Ratio of earnings to combined fixed charges and preference dividends
|
1.62
|
|
|
1.68
|
|
|
3.40
|
|
|
2.08
|
|
|
242.70
|
|
|
(0.23
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Combined Fixed Charges Deficiency
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(513,333
|
)
|
(1)
|
Fixed charges consist of interest expense, as defined under U.S. generally accepted accounting principles, on all indebtedness
|
1.
|
I have reviewed this Annual Report on Form 10-K 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 10, 2016
|
|
/s/ David J. Schulte
|
|
|
David J. Schulte
|
|
|
Chief Executive Officer
|
1.
|
I have reviewed this Annual Report on Form 10-K 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.
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Date: May 10, 2016
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/s/ Rebecca M. Sandring
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Rebecca M. Sandring
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Chief Accounting Officer/Treasurer
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|
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SECTION 906 CERTIFICATION
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|
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/s/ David J. Schulte
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David J. Schulte
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Chief Executive Officer
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Date: May 10, 2016
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/s/ Rebecca M. Sandring
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Rebecca M. Sandring
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Chief Accounting Officer, Treasurer
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Date: May 10, 2016
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