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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o
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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
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o
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Emerging growth company
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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, including the exercise of the rights and remedies of bankrupt entities;
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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, including the inability to pursue our strategy due to unresolved issues impacting our current significant tenants or borrowers;
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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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•
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changes in interest rates under our current credit facilities 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, 2017
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December 31, 2016
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Assets
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(Unaudited)
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Leased property, net of accumulated depreciation of $57,203,700 and $52,219,717
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$
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484,274,386
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$
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489,258,369
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Property and equipment, net of accumulated depreciation of $10,131,025 and $9,292,712
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115,574,493
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116,412,806
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Financing notes and related accrued interest receivable, net of reserve of $4,100,000 and $4,100,000
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1,500,000
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1,500,000
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Other equity securities, at fair value
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8,563,297
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9,287,209
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Cash and cash equivalents
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11,375,702
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7,895,084
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Accounts and other receivables
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20,585,073
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19,415,666
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Deferred costs, net of accumulated amortization of $2,537,722 and $2,261,151
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2,855,478
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3,132,050
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Prepaid expenses and other assets
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841,936
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354,230
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Deferred tax asset
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2,057,135
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1,758,289
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Goodwill
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1,718,868
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1,718,868
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Total Assets
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$
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649,346,368
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$
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650,732,571
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Liabilities and Equity
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Secured credit facilities, net (including $8,061,844 and $8,860,577 with related party)
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86,992,738
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89,387,985
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Unsecured convertible senior notes, net of discount and debt issuance costs of $2,558,308 and $2,755,105
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111,441,691
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111,244,895
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Asset retirement obligation
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12,043,572
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11,882,943
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Accounts payable and other accrued liabilities
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4,349,149
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2,416,283
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Management fees payable
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1,745,294
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1,735,024
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Unearned revenue
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513,355
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155,961
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Total Liabilities
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$
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217,085,799
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$
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216,823,091
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Equity
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Series A Cumulative Redeemable Preferred Stock 7.375%, $56,250,000 liquidation preference ($2,500 per share, $0.001 par value), 10,000,000 authorized; 22,500 issued and outstanding at March 31, 2017, and December 31, 2016
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$
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56,250,000
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$
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56,250,000
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Capital stock, non-convertible, $0.001 par value; 11,893,146 and 11,886,216 shares issued and outstanding at March 31, 2017, and December 31, 2016 (100,000,000 shares authorized)
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11,893
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11,886
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Additional paid-in capital
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348,182,779
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350,217,746
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Accumulated other comprehensive loss
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(8,224
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)
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(11,196
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)
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Total CorEnergy Equity
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404,436,448
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406,468,436
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Non-controlling Interest
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27,824,121
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27,441,044
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Total Equity
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432,260,569
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433,909,480
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Total Liabilities and Equity
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$
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649,346,368
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$
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650,732,571
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See accompanying Notes to Consolidated Financial Statements.
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For the Three Months Ended
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March 31, 2017
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March 31, 2016
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Revenue
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Lease revenue
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$
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17,066,526
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$
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16,996,072
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Transportation and distribution revenue
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5,010,590
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5,099,451
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Financing revenue
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—
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162,344
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Total Revenue
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22,077,116
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22,257,867
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Expenses
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Transportation and distribution expenses
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1,335,570
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1,362,325
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General and administrative
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3,061,240
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3,289,852
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Depreciation, amortization and ARO accretion expense
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6,005,908
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5,296,818
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Provision for loan loss and disposition
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—
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4,645,188
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Total Expenses
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10,402,718
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14,594,183
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Operating Income
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$
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11,674,398
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$
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7,663,684
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Other Income (Expense)
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Net distributions and dividend income
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$
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43,462
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$
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375,573
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Net realized and unrealized loss on other equity securities
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(544,208
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)
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(1,628,752
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)
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Interest expense
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(3,454,397
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)
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(3,926,009
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)
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Total Other Expense
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(3,955,143
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)
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(5,179,188
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)
|
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Income before income taxes
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7,719,255
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2,484,496
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Taxes
|
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Current tax benefit
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(33,760
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)
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(677,731
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)
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Deferred tax benefit
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(298,846
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)
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(577,395
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)
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Income tax benefit
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(332,606
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)
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(1,255,126
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)
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Net Income
|
8,051,861
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3,739,622
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Less: Net Income attributable to non-controlling interest
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382,383
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348,501
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Net Income attributable to CorEnergy Stockholders
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$
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7,669,478
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$
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3,391,121
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Preferred dividend requirements
|
1,037,109
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1,037,109
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|
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Net Income attributable to Common Stockholders
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$
|
6,632,369
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$
|
2,354,012
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|
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Net Income
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$
|
8,051,861
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|
|
$
|
3,739,622
|
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Other comprehensive income (loss):
|
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||||
Changes in fair value of qualifying hedges / AOCI attributable to CorEnergy stockholders
|
2,972
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|
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(211,076
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)
|
||
Changes in fair value of qualifying hedges / AOCI attributable to non-controlling interest
|
694
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|
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(49,350
|
)
|
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Net Change in Other Comprehensive Income (Loss)
|
$
|
3,666
|
|
|
$
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(260,426
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)
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Total Comprehensive Income
|
8,055,527
|
|
|
3,479,196
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|
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Less: Comprehensive income attributable to non-controlling interest
|
383,077
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|
|
299,151
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|
||
Comprehensive Income attributable to CorEnergy Stockholders
|
$
|
7,672,450
|
|
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$
|
3,180,045
|
|
Earnings Per Common Share:
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||||
Basic
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$
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0.56
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|
$
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0.20
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Diluted
|
$
|
0.56
|
|
|
$
|
0.20
|
|
Weighted Average Shares of Common Stock Outstanding:
|
|
|
|
||||
Basic
|
11,888,681
|
|
|
11,943,938
|
|
||
Diluted
|
11,888,681
|
|
|
11,943,938
|
|
||
Dividends declared per share
|
$
|
0.750
|
|
|
$
|
0.750
|
|
See accompanying Notes to Consolidated Financial Statements.
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Capital Stock
|
|
Preferred Stock
|
|
Additional
Paid-in Capital |
|
Accumulated Other Comprehensive Income
|
|
Retained
Earnings |
|
Non-Controlling
Interest |
|
Total
|
|||||||||||||||||
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Shares
|
|
Amount
|
|
Amount
|
|
|
|
|
|
||||||||||||||||||||
Balance at December 31. 2016
|
11,886,216
|
|
|
$
|
11,886
|
|
|
$
|
56,250,000
|
|
|
$
|
350,217,746
|
|
|
$
|
(11,196
|
)
|
|
$
|
—
|
|
|
$
|
27,441,044
|
|
|
$
|
433,909,480
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,669,478
|
|
|
382,383
|
|
|
8,051,861
|
|
|||||||
Amortization related to de-designated cash flow hedges
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,972
|
|
|
—
|
|
|
694
|
|
|
3,666
|
|
|||||||
Total comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,972
|
|
|
7,669,478
|
|
|
383,077
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|
|
8,055,527
|
|
|||||||
Series A preferred stock dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,037,109
|
)
|
|
—
|
|
|
(1,037,109
|
)
|
|||||||
Common stock dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,282,293
|
)
|
|
—
|
|
|
(6,632,369
|
)
|
|
—
|
|
|
(8,914,662
|
)
|
|||||||
Reinvestment of dividends paid to common stockholders
|
6,930
|
|
|
7
|
|
|
—
|
|
|
247,326
|
|
|
—
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|
|
—
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|
|
—
|
|
|
247,333
|
|
|||||||
Balance at March 31, 2017 (Unaudited)
|
11,893,146
|
|
|
$
|
11,893
|
|
|
$
|
56,250,000
|
|
|
$
|
348,182,779
|
|
|
$
|
(8,224
|
)
|
|
$
|
—
|
|
|
$
|
27,824,121
|
|
|
$
|
432,260,569
|
|
See accompanying Notes to Consolidated Financial Statements.
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|
For the Three Months Ended
|
||||||
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March 31, 2017
|
|
March 31, 2016
|
||||
Operating Activities
|
|
|
|
||||
Net Income
|
$
|
8,051,861
|
|
|
$
|
3,739,622
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Deferred income tax, net
|
(298,846
|
)
|
|
(577,395
|
)
|
||
Depreciation, amortization and ARO accretion
|
6,474,779
|
|
|
5,945,501
|
|
||
Provision for loan loss
|
—
|
|
|
4,645,188
|
|
||
Net distributions and dividend income, including recharacterization of income
|
148,649
|
|
|
(117,004
|
)
|
||
Net realized and unrealized loss on other equity securities
|
544,208
|
|
|
1,628,751
|
|
||
Unrealized gain on derivative contract
|
(27,073
|
)
|
|
(71,363
|
)
|
||
Changes in assets and liabilities:
|
|
|
|
||||
Increase in accounts and other receivables
|
(1,169,407
|
)
|
|
(3,240,409
|
)
|
||
Decrease in financing note accrued interest receivable
|
—
|
|
|
95,114
|
|
||
Increase in prepaid expenses and other assets
|
(99,573
|
)
|
|
(161,354
|
)
|
||
Increase in management fee payable
|
10,270
|
|
|
130,365
|
|
||
Increase in accounts payable and other accrued liabilities
|
1,932,866
|
|
|
1,935,402
|
|
||
Increase in unearned revenue
|
—
|
|
|
2,761,202
|
|
||
Net cash provided by operating activities
|
$
|
15,567,734
|
|
|
$
|
16,713,620
|
|
Investing Activities
|
|
|
|
||||
Purchases of property and equipment, net
|
—
|
|
|
(101,919
|
)
|
||
Proceeds from asset foreclosure and sale
|
—
|
|
|
223,451
|
|
||
Increase in financing notes receivable
|
—
|
|
|
(202,000
|
)
|
||
Return of capital on distributions received
|
31,055
|
|
|
1,165
|
|
||
Net cash provided (used) by investing activities
|
$
|
31,055
|
|
|
$
|
(79,303
|
)
|
Financing Activities
|
|
|
|
||||
Debt financing costs
|
—
|
|
|
(224,586
|
)
|
||
Dividends paid on Series A preferred stock
|
(1,037,109
|
)
|
|
(1,037,109
|
)
|
||
Dividends paid on common stock
|
(8,667,329
|
)
|
|
(8,795,460
|
)
|
||
Advances on revolving line of credit
|
—
|
|
|
44,000,000
|
|
||
Principal payments on secured credit facilities
|
(2,413,733
|
)
|
|
(52,346,250
|
)
|
||
Net cash used by financing activities
|
$
|
(12,118,171
|
)
|
|
$
|
(18,403,405
|
)
|
Net Change in Cash and Cash Equivalents
|
$
|
3,480,618
|
|
|
$
|
(1,769,088
|
)
|
Cash and Cash Equivalents at beginning of period
|
7,895,084
|
|
|
14,618,740
|
|
||
Cash and Cash Equivalents at end of period
|
$
|
11,375,702
|
|
|
$
|
12,849,652
|
|
See accompanying Notes to Consolidated Financial Statements.
|
|||||||
Supplemental information continued on next page.
|
|
For the Three Months Ended
|
||||||
|
March 31, 2017
|
|
March 31, 2016
|
||||
Supplemental Disclosure of Cash Flow Information
|
|
|
|
||||
Interest paid
|
$
|
1,047,357
|
|
|
$
|
1,398,422
|
|
Income taxes paid (net of refunds)
|
$
|
—
|
|
|
$
|
10,683
|
|
|
|
|
|
||||
Non-Cash Investing Activities
|
|
|
|
||||
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
|
|
|
|
|
|
||
Reinvestment of distributions by common stockholders in additional common shares
|
$
|
247,333
|
|
|
$
|
159,313
|
|
See accompanying Notes to Consolidated Financial Statements.
|
|
For the Three Months Ended
|
||||||
|
March 31, 2017
|
|
March 31, 2016
|
||||
Depreciation Expense
|
|
|
|
||||
GIGS
|
$
|
2,438,649
|
|
|
$
|
2,143,722
|
|
Pinedale
|
2,217,360
|
|
|
2,217,360
|
|
||
Portland Terminal Facility
|
318,915
|
|
|
(113,659
|
)
|
||
United Property Systems
|
9,059
|
|
|
7,425
|
|
||
Total Depreciation Expense
|
$
|
4,983,983
|
|
|
$
|
4,254,848
|
|
Amortization Expense - Deferred Lease Costs
|
|
|
|
||||
GIGS
|
$
|
7,641
|
|
|
$
|
7,641
|
|
Pinedale
|
15,342
|
|
|
15,342
|
|
||
Total Amortization Expense - Deferred Lease Costs
|
$
|
22,983
|
|
|
$
|
22,983
|
|
ARO Accretion Expense
|
|
|
|
||||
GIGS
|
$
|
160,629
|
|
|
$
|
184,082
|
|
Total ARO Accretion Expense
|
$
|
160,629
|
|
|
$
|
184,082
|
|
|
March 31, 2017
|
|
December 31, 2016
|
||||
Net Deferred Lease Costs
|
|
|
|
||||
GIGS
|
$
|
282,806
|
|
|
$
|
290,447
|
|
Pinedale
|
657,743
|
|
|
673,085
|
|
||
Total Deferred Lease Costs, net
|
$
|
940,549
|
|
|
$
|
963,532
|
|
Income Tax Expense (Benefit)
|
||||||||
|
|
For the Three Months Ended
|
||||||
|
|
March 31, 2017
|
|
March 31, 2016
|
||||
Application of statutory income tax rate
|
|
$
|
2,567,905
|
|
|
$
|
747,599
|
|
State income taxes, net of federal tax (benefit)
|
|
(35,437
|
)
|
|
(83,260
|
)
|
||
Federal Tax Attributable to Income of Real Estate Investment Trust
|
|
(2,865,074
|
)
|
|
(1,919,465
|
)
|
||
Total income tax expense (benefit)
|
|
$
|
(332,606
|
)
|
|
$
|
(1,255,126
|
)
|
Property and Equipment
|
||||||||
|
|
March 31, 2017
|
|
December 31, 2016
|
||||
Land
|
|
$
|
580,000
|
|
|
$
|
580,000
|
|
Natural gas pipeline
|
|
124,288,156
|
|
|
124,288,156
|
|
||
Vehicles and trailers
|
|
570,267
|
|
|
570,267
|
|
||
Office equipment and computers
|
|
267,095
|
|
|
267,095
|
|
||
Gross property and equipment
|
|
$
|
125,705,518
|
|
|
$
|
125,705,518
|
|
Less: accumulated depreciation
|
|
(10,131,025
|
)
|
|
(9,292,712
|
)
|
||
Net property and equipment
|
|
$
|
115,574,493
|
|
|
$
|
116,412,806
|
|
|
For the Three Months Ended
|
||||||
|
March 31, 2017
|
|
March 31, 2016
|
||||
Depreciation Expense
|
$
|
838,313
|
|
|
$
|
834,905
|
|
March 31, 2017
|
||||||||||||||||
|
|
March 31, 2017
|
|
Fair Value
|
||||||||||||
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Other equity securities
|
|
$
|
8,563,297
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
8,563,297
|
|
Interest Rate Swap Derivative
|
|
50,689
|
|
|
—
|
|
|
50,689
|
|
|
—
|
|
||||
Total Assets
|
|
$
|
8,613,986
|
|
|
$
|
—
|
|
|
$
|
50,689
|
|
|
$
|
8,563,297
|
|
December 31, 2016
|
||||||||||||||||
|
|
December 31, 2016
|
|
Fair Value
|
||||||||||||
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Other equity securities
|
|
$
|
9,287,209
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
9,287,209
|
|
Interest Rate Swap Derivative
|
|
19,950
|
|
|
—
|
|
|
19,950
|
|
|
—
|
|
||||
Total Assets
|
|
$
|
9,307,159
|
|
|
$
|
—
|
|
|
$
|
19,950
|
|
|
$
|
9,287,209
|
|
Level 3 Rollforward
|
||||||||||||||||||||||||||||
For the Three Months Ended March 31, 2017
|
|
Fair Value Beginning Balance
|
|
Acquisitions
|
|
Disposals
|
|
Total Realized and Unrealized Gains/(Losses) Included in Net Income
|
|
Return of Capital Adjustments Impacting Cost Basis of Securities
|
|
Fair Value Ending Balance
|
|
Changes in Unrealized Losses, Included In Net Income, Relating to Securities Still Held
(1)
|
||||||||||||||
Other equity securities
|
|
$
|
9,287,209
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(544,208
|
)
|
|
$
|
(179,704
|
)
|
|
$
|
8,563,297
|
|
|
$
|
(544,208
|
)
|
Total
|
|
$
|
9,287,209
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(544,208
|
)
|
|
$
|
(179,704
|
)
|
|
$
|
8,563,297
|
|
|
$
|
(544,208
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
For the Three Months Ended March 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Other equity securities
|
|
$
|
8,393,683
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(1,672,081
|
)
|
|
$
|
115,840
|
|
|
$
|
6,837,442
|
|
|
$
|
(1,672,081
|
)
|
Total
|
|
$
|
8,393,683
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(1,672,081
|
)
|
|
$
|
115,840
|
|
|
$
|
6,837,442
|
|
|
$
|
(1,672,081
|
)
|
(1) Located in Net realized and unrealized gain on other equity securities in the Consolidated Statements of Income
|
|
|
March 31, 2017
|
|
December 31, 2016
|
||||
|
|
(Unaudited)
|
|
(Unaudited)
|
||||
Assets
|
|
|
|
|
||||
Current assets
|
|
$
|
16,182
|
|
|
$
|
20,412
|
|
Noncurrent assets
|
|
696,341
|
|
|
698,745
|
|
||
Total Assets
|
|
$
|
712,523
|
|
|
$
|
719,157
|
|
Liabilities
|
|
|
|
|
||||
Current liabilities
|
|
$
|
13,593
|
|
|
$
|
14,718
|
|
Noncurrent liabilities
|
|
268,891
|
|
|
268,805
|
|
||
Total Liabilities
|
|
$
|
282,484
|
|
|
$
|
283,523
|
|
|
|
|
|
|
||||
Partner's equity
|
|
430,039
|
|
|
435,634
|
|
||
Total liabilities and partner's equity
|
|
$
|
712,523
|
|
|
$
|
719,157
|
|
|
|
For the Three Months Ended
|
||||||
|
|
(Unaudited)
|
||||||
|
|
March 31, 2017
|
|
March 31, 2016
|
||||
Revenues
|
|
$
|
25,925
|
|
|
$
|
26,067
|
|
Operating expenses
|
|
22,471
|
|
|
22,072
|
|
||
Income (Loss) from Operations
|
|
$
|
3,454
|
|
|
$
|
3,995
|
|
Other income
|
|
1,910
|
|
|
2,374
|
|
||
Net Income
|
|
$
|
5,364
|
|
|
$
|
6,369
|
|
Less: Net Income attributable to non-controlling interests
|
|
(3,130
|
)
|
|
(4,007
|
)
|
||
Net Income attributable to Partner's Capital
|
|
$
|
2,234
|
|
|
$
|
2,362
|
|
Deferred Financing Costs, net
(1)
|
||||||||
|
|
March 31, 2017
|
|
December 31, 2016
|
||||
CorEnergy Credit Facility
|
|
$
|
1,914,929
|
|
|
$
|
2,168,518
|
|
(1) This is the portion of deferred financing costs which relate to a revolving credit facility and are not presented as a reduction to Long-term debt but rather as Deferred Costs in the Asset section of the Consolidated Balance Sheets.
|
Deferred Financing Cost Amortization Expense
(1)(2)
|
|||||||
|
For the Three Months Ended
|
||||||
|
March 31, 2017
|
|
March 31, 2016
|
||||
CorEnergy Credit Facility
|
$
|
272,074
|
|
|
$
|
262,302
|
|
Pinedale Credit Facility
|
—
|
|
|
156,330
|
|
||
Total Deferred Debt Cost Amortization
|
$
|
272,074
|
|
|
$
|
418,632
|
|
(1) Amortization of deferred debt issuance costs is included in interest expense in the Consolidated Statements of Income.
|
|||||||
(2) For the amount of deferred debt costs amortization relating to the Convertible Notes included in the Consolidated Statements of Income, see the Convertible Debt footnote.
|
Total Remaining Contractual Payments
|
||||||||||||||||
Year
|
|
CorEnergy
Revolver
|
|
CorEnergy Term Loan
|
|
Pinedale Credit Facility
|
|
Total
|
||||||||
2017
|
|
$
|
—
|
|
|
$
|
4,845,000
|
|
|
$
|
501,416
|
|
|
$
|
5,346,416
|
|
2018
|
|
—
|
|
|
6,460,000
|
|
|
668,556
|
|
|
7,128,556
|
|
||||
2019
|
|
44,000,000
|
|
|
23,820,000
|
|
|
668,556
|
|
|
68,488,556
|
|
||||
2020
|
|
|
|
|
|
668,556
|
|
|
668,556
|
|
||||||
2021
|
|
—
|
|
|
—
|
|
|
5,554,760
|
|
|
5,554,760
|
|
||||
Thereafter
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total
|
|
$
|
44,000,000
|
|
|
$
|
35,125,000
|
|
|
$
|
8,061,844
|
|
|
$
|
87,186,844
|
|
|
For the Three Months Ended
|
||||||
|
March 31, 2017
|
|
March 31, 2016
|
||||
Lease Revenue, Security Distributions, Financing Revenue, and Operating Results
|
|
|
|
||||
Leases:
|
|
|
|
||||
Lease revenue
|
$
|
17,066,526
|
|
|
$
|
16,996,072
|
|
Other Equity Securities:
|
|
|
|
||||
Net cash distributions received
|
223,166
|
|
|
259,734
|
|
||
Financing:
|
|
|
|
||||
Financing revenue
|
—
|
|
|
162,344
|
|
||
Operations:
|
|
|
|
||||
Transportation and distribution revenue
|
5,010,590
|
|
|
5,099,451
|
|
||
Transportation and distribution expense
|
(1,335,570
|
)
|
|
(1,362,325
|
)
|
||
Net Operations (excluding depreciation, amortization, and ARO accretion)
|
3,675,020
|
|
|
3,737,126
|
|
||
Total Lease Revenue, Security Distributions, Financing Revenue, and Operating Results
|
$
|
20,964,712
|
|
|
$
|
21,155,276
|
|
General and administrative
|
(3,061,240
|
)
|
|
(3,289,852
|
)
|
||
Non-Controlling Interest attributable to Adjusted EBITDA Items
|
(964,936
|
)
|
|
(944,527
|
)
|
||
Adjusted EBITDA
|
$
|
16,938,536
|
|
|
$
|
16,920,897
|
|
|
For the Three Months Ended
|
||||||
|
March 31, 2017
|
|
March 31, 2016
|
||||
Management fees
|
$
|
1,817,793
|
|
|
$
|
1,838,166
|
|
Acquisition and professional fees
|
944,114
|
|
|
887,021
|
|
||
Other expenses
|
299,333
|
|
|
564,665
|
|
||
Total
|
$
|
3,061,240
|
|
|
$
|
3,289,852
|
|
Book Value Per Share
|
|||||||
Analysis of Equity
|
March 31, 2017
|
|
December 31, 2016
|
||||
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 at March 31, 2017, and December 31, 2016
|
$
|
56,250,000
|
|
|
$
|
56,250,000
|
|
Capital stock, non-convertible, $0.001 par value; 11,893,146 and 11,886,216 shares issued and outstanding at March 31, 2017, and December 31, 2016 (100,000,000 shares authorized)
|
11,893
|
|
|
11,886
|
|
||
Additional paid-in capital
|
348,182,779
|
|
|
350,217,746
|
|
||
Accumulated other comprehensive income (loss)
|
(8,224
|
)
|
|
(11,196
|
)
|
||
Total CorEnergy Stockholders' Equity
|
$
|
404,436,448
|
|
|
$
|
406,468,436
|
|
Subtract: 7.375% Series A cumulative redeemable preferred stock
|
(56,250,000
|
)
|
|
(56,250,000
|
)
|
||
Total CorEnergy Common Equity
|
$
|
348,186,448
|
|
|
$
|
350,218,436
|
|
Common shares outstanding
|
11,893,146
|
|
|
11,886,216
|
|
||
Book Value per Common Share
|
$
|
29.28
|
|
|
$
|
29.46
|
|
•
|
EXXI Tenant made their April 1, 2016 lease payment on March 28, 2016, increasing cash in the prior year first quarter by approximately
$2.6 million
|
•
|
The GIGS lease payments increased effective July 1, 2016 which provided approximately
$602 thousand
.
|
•
|
A decrease in cash paid for interest provided approximately
$351 thousand
.
|
•
|
Arc Terminals made their April 1, 2017 lease payment on March 31, 2017, providing approximately
$513 thousand
.
|
•
|
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
.
|
•
|
Common and preferred dividends paid of
$8.7 million
and
$1.0 million
, respectively.
|
•
|
Principal payments of
$799 thousand
in connection with the Pinedale facility.
|
•
|
Principal payments on the term note of
$1.6 million
.
|
•
|
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.
|
Liquidity and Capitalization
|
|||||||
|
March 31, 2017
|
|
December 31, 2016
|
||||
Cash and cash equivalents
|
$
|
11,375,702
|
|
|
$
|
7,895,084
|
|
Revolver availability
|
$
|
53,252,386
|
|
|
$
|
52,144,837
|
|
|
|
|
|
||||
Revolving credit facility
|
44,000,000
|
|
|
44,000,000
|
|
||
Long-term debt (including current maturities)
|
154,434,429
|
|
|
156,632,880
|
|
||
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
|
11,893
|
|
|
11,886
|
|
||
Additional paid-in capital
|
348,182,779
|
|
|
350,217,746
|
|
||
Accumulated other comprehensive (loss) income
|
(8,224
|
)
|
|
(11,196
|
)
|
||
CorEnergy equity
|
404,436,448
|
|
406,468,436
|
||||
Total CorEnergy capitalization
|
$
|
602,870,877
|
|
|
$
|
607,101,316
|
|
Contractual Obligations
|
|||||||||||||||||||
|
Notional Value
|
|
Less than 1 year
|
|
1-3 years
|
|
3-5 years
|
|
More than 5 years
|
||||||||||
Pinedale LP Debt
(1)
|
$
|
8,061,844
|
|
|
$
|
668,556
|
|
|
$
|
1,337,112
|
|
|
$
|
6,056,176
|
|
|
$
|
—
|
|
Interest payments on Pinedale LP Debt
(1)
|
|
|
629,231
|
|
|
1,095,754
|
|
|
495,345
|
|
|
—
|
|
||||||
Convertible Debt
|
$
|
114,000,000
|
|
|
—
|
|
|
—
|
|
|
114,000,000
|
|
|
—
|
|
||||
Interest payments on Convertible Debt
|
|
|
7,980,000
|
|
|
15,960,000
|
|
|
3,990,000
|
|
|
—
|
|
||||||
CorEnergy Term Note
(2)
|
$
|
35,125,000
|
|
|
6,460,000
|
|
|
28,665,000
|
|
|
—
|
|
|
—
|
|
||||
Interest payment on CorEnergy Term Note
|
|
|
1,327,046
|
|
|
1,684,952
|
|
|
—
|
|
|
—
|
|
||||||
CorEnergy Revolver
|
$
|
44,000,000
|
|
|
—
|
|
|
44,000,000
|
|
|
—
|
|
|
—
|
|
||||
Interest payment on CorEnergy Revolver
|
|
|
1,690,761
|
|
|
2,890,507
|
|
|
—
|
|
|
—
|
|
||||||
Totals
|
|
|
$
|
18,755,594
|
|
|
$
|
95,633,325
|
|
|
$
|
124,541,521
|
|
|
$
|
—
|
|
||
(1)
The amounts for Pinedale LP debt above represent Prudential's share of the principal and interest payments which is 18.95 percent of the total. The Company's share of the principal and interest are eliminated in consolidation as these became intercompany on March 30, 2016, due to CorEnergy taking over with Prudential as Refinancing Lenders on the Pinedale LP note. See Footnote 10, Credit Facilities, for further information.
|
|||||||||||||||||||
(2) The amount shown as the Notional Value for the CorEnergy Term Note represents the outstanding principal balance at March 31, 2017.
|
CORENERGY INFRASTRUCTURE TRUST, INC.
|
||
|
|
(Registrant)
|
|
|
|
By:
|
|
/s/ Nathan L. Poundstone
|
|
|
Nathan L. Poundstone
|
|
|
Chief Accounting Officer (Principal Accounting and Principal Financial Officer)
|
|
|
|
|
|
May 3, 2017
|
|
|
|
|
|
|
By:
|
|
/s/ David J. Schulte
|
|
|
David J. Schulte
|
|
|
Chief Executive Officer and Director
|
|
|
(Principal Executive Officer)
|
|
|
May 3, 2017
|
|
|
|
|
|
Very truly yours,
|
|
|
|
CORRIDOR INFRATRUST MANAGEMENT, LLC
|
|
|
|
By:
/s/ Richard C. Green, Jr.
|
|
|
|
Name: Richard C. Green, Jr., Managing Director
|
|
|
|
|
|
|
|
|
|
Agreed and accepted:
|
|
|
|
|
|
|
|
CORENERGY INFRASTRUCTURE TRUST, INC.
|
|
||
By:
/s/ David J. Schulte
|
|
|
|
Name: David J. Schulte, President
|
|
|
|
For the Three Months Ended March 31,
|
|
For the Years Ended December 31,
|
||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Earnings:
|
|
|
|
|
|
|
|
|
|
||||||||||
Pre-tax income from continuing operations before adjustment for income or loss from equity investees
|
$
|
8,220,001
|
|
|
$
|
28,561,682
|
|
|
$
|
11,782,422
|
|
|
$
|
6,973,693
|
|
|
$
|
2,967,257
|
|
Fixed charges
(1)
|
$
|
3,454,397
|
|
|
$
|
14,417,839
|
|
|
$
|
9,781,184
|
|
|
$
|
3,675,122
|
|
|
$
|
3,288,378
|
|
Amortization of capitalized interest
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Distributed income of equity investees
|
$
|
43,462
|
|
|
$
|
1,140,824
|
|
|
$
|
1,270,754
|
|
|
$
|
1,836,783
|
|
|
$
|
584,814
|
|
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
|
11,717,860
|
|
|
44,120,345
|
|
|
22,834,360
|
|
|
12,485,598
|
|
|
6,840,449
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Combined Fixed Charges and Preference Dividends:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Fixed charges
(1)
|
$
|
3,454,397
|
|
|
$
|
14,417,839
|
|
|
$
|
9,781,184
|
|
|
$
|
3,675,122
|
|
|
$
|
3,288,378
|
|
Preferred security dividend
(2)
|
1,037,109
|
|
|
4,148,437
|
|
|
3,848,828
|
|
|
—
|
|
|
—
|
|
|||||
Combined fixed charges and preference dividends
|
4,491,506
|
|
|
18,566,276
|
|
|
13,630,012
|
|
|
3,675,122
|
|
|
3,288,378
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Ratio of earnings to fixed charges
|
3.39
|
|
|
3.06
|
|
|
2.33
|
|
|
3.40
|
|
|
2.08
|
|
|||||
Ratio of earnings to combined fixed charges and preference dividends
|
2.61
|
|
|
2.38
|
|
|
1.68
|
|
|
3.40
|
|
|
2.08
|
|
(1)
|
Fixed charges consist of interest expense, as defined under U.S. generally accepted accounting principles, on all indebtedness
|
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 3, 2017
|
|
/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 3, 2017
|
|
/s/ Nathan L. Poundstone
|
|
|
Nathan L. Poundstone
|
|
|
Chief Accounting Officer (Principal Accounting and Principal Financial Officer)
|
|
|
SECTION 906 CERTIFICATION
|
|
|
/s/ David J. Schulte
|
David J. Schulte
|
Chief Executive Officer
|
Date: May 3, 2017
|
|
/s/ Nathan L. Poundstone
|
Nathan L. Poundstone
|
Chief Accounting Officer (Principal Accounting and Principal Financial Officer)
|
Date: May 3, 2017
|