UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of report (Date of earliest event reported):  May 10, 2013

CorEnergy Infrastructure Trust, Inc.
(Exact Name of Registrant as Specified in Its Charter)

Maryland	001-33292	20-3431375	
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)	

4200 W. 115 th Street, Suite 210, Leawood, Kansas	66211	
(Address of Principal Executive Offices)	(Zip Code)	

(913) 387-2790
(Registrant’s Telephone Number, Including Area Code)

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

□   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
□   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
□   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
□   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Item 2.02            Results of Operations and Financial Condition.

 On May 10, 2013, CorEnergy Infrastructure Trust, Inc. issued a press release announcing its financial results for the first quarter ended March 13, 2013.  A copy of the press release is attached as Exhibit 99.1 to this Form 8-K.

The information in this Item 2.02, and Exhibit 99.1 to this Current Report on Form 8-K, shall not be deemed “filed” for the purposes of or otherwise subject to the liabilities under Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing of the Company under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.

 
Item 9.01	 	Financial Statements and Exhibits.	 	 	 	
 	 	 	 	 	 	
 (d)	 	EXHIBITS.	 	 	 	
 99.1 	 	Press Release dated May 10, 2013.	 	 	 	

                      

 

 

 

SIGNATURES

 Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 	CORENERGY INFRASTRUCTURE TRUST, INC.	 	
 	 	 	 	
Dated:  May 10, 2013  	By:	/s/  David J. Schulte	 	
 	 	David J. Schulte	 	
 	 	Chief Executive Officer	 	

 

 

 

Exhibit Index

Exhibit No.	 	Description	
      99.1	 	Press Release dated May 10, 2013	

 

Exhibit 99.1

 

CorEnergy Releases First Quarter 2013 Financial Results

FOR IMMEDIATE RELEASE

LEAWOOD, Kan. – May 10, 2013 – CorEnergy Infrastructure Trust, Inc. (NYSE: CORR), today announced financial results for the first quarter ended March 31, 2013.

First Quarter Highlights and Subsequent Events

 	-	The Pinedale LGS acquired in December 2012 provides majority of CorEnergy revenue in first quarter of 2013	
 	-	First-quarter assets meet requirements for Real Estate Investment Trust (REIT) status	
 	-	Remaining portfolio of publicly traded Master Limited Partnerships (MLPs) liquidated	
 	-	First-quarter dividend of $0.125 per share paid on March 19, 2013	
 	-	$20 million line of credit established subsequent to quarter end	

Quarterly Performance Review

CorEnergy reported net income attributable to common stockholders of $2.4 million, or $0.10 per common share, for the quarter ended March 31, 2013. A first quarter dividend of $0.125 was paid on March 19, 2013. Total assets were $289.6 million and total CorEnergy stockholders’ equity was $180.3 million as of March 31, 2013, compared to $111.4 million and $98.9 million respectively at Nov. 30, 2012. The increase in total assets and stockholders’ equity is primarily due to the acquisition and financing of the Pinedale LGS in December 2012. CorEnergy believes that the Pinedale LGS and CorEnergy’s legacy holdings will support 2013 annualized dividend payments of no less than $0.50 per share.

Because a majority of the company’s assets are now REIT qualifying, management believes that non-GAAP performance measures utilized by REITs, including Funds from Operations (“FFO”) and Adjusted Funds from Operations (“AFFO”), also provide useful insights into CorEnergy’s operational performance.

First Quarter Ended March 31, 2013 Financial Summary	
 	 	 	 	 	
 	 	Total	Per Share	 	
 	Net Income (attributable to CorEnergy Stockholders)	$2,412,753	$0.100	 	
 	Funds from Operations (FFO)	$3,498,394	$0.145	 	
 	Adjusted Funds From Operations (AFFO)	$3,177,810	$0.132	 	
 	Dividends Paid to Stockholders	$3,017,583	$0.125	 	

 
FFO and AFFO are non-GAAP measures presented in accordance with the guidelines for calculation and reporting issued by the National Association of Real Estate Investment Trusts (“NAREIT”). FFO represents net income (loss) before allocation to minority interests (computed in accordance with GAAP, excluding gains or losses) from sales of depreciable operating property, real estate-related depreciation and amortization (excluding amortization of deferred financing costs or loan origination costs) and after adjustments for unconsolidated partnerships and joint ventures. The Company considers FFO an important supplemental measure of operating performance that is frequently used by securities analysts, investors and other interested parties. CorEnergy defines AFFO as FFO plus transaction costs, amortization of debt issuance costs, deferred leasing costs, and above-market rent, less maintenance capital expenditures (if any), amortization of debt premium and adjustments to lease revenue resulting from the asset sales. Management uses AFFO as a measure of long-term sustainable operational performance.

4200 W. 115th Street Suite 210 Leawood, KS  66211/ Main: 913-387-2790/ Fax: 913-387-2791/ corridortrust.com

 

Real Property Assets and Leases

Pinedale Liquids Gathering System (“LGS”), Oil & Gas Gathering System, Wyoming
The Pinedale LGS is a system of gathering, storage, and pipeline facilities with associated real property rights in the Pinedale Anticline in Wyoming. Construction of the Pinedale LGS was completed by Ultra Petroleum Corp. in 2010 and the system consists of more than 150 miles of pipelines with 107 receipt points, and four central storage facilities that are utilized by Ultra Petroleum Corp. as a method for gathering, separating, storing, selling and/or disposing of produced water.

The Pinedale LGS is subject to a 15-year triple net participating lease with Ultra Petroleum. Annual rent for the initial lease term includes a minimum of $20 million (as adjusted annually for changes based on the Consumer Price Index (“CPI”), subject to annual maximum adjustments of 2 percent) and a maximum of $27.5 million, with the exact rental amount determined by the actual volume handled by the Pinedale LGS.

Approximately 88.7 percent of the Company's total lease revenue for the first quarter of 2013 was derived from Ultra Petroleum Corp. As of March 31, 2013, approximately 94 percent of the Company's leased property, based on the gross book value of real estate investments, was leased to Ultra Petroleum Corp. The Pinedale LGS is being depreciated for book purposes over an estimated useful life of 26 years.

CorEnergy holds 81.05 percent of the economic interest in the Pinedale LGS. Prudential Financial, Inc., which invested $30 million to fund a portion of the acquisition, holds 18.95 percent of the economic interest.

Eastern Interconnect Project, Electric Transmission, New Mexico
The Company's 40 percent undivided interest in a 216-mile power transmission line that moves electric power across New Mexico between Albuquerque and Clovis, called the Eastern Interconnect Project (“EIP”), is leased to Public Service Company of New Mexico (“PNM”) under net operating leases with various terms.

Approximately 11.3 percent of the Company's total lease revenue for the first quarter of 2013 was derived from PNM. As of March 31, 2013, approximately 5.8 percent of the Company's leased property, based on the gross book value of real estate investments, was leased to PNM.

Private Company Update

The fair value of Lightfoot as of March 31, 2013, increased approximately $760 thousand or 9 percent, as compared to the valuation at December 31, 2012, primarily due to market value changes in the MLP comparable companies. Lightfoot’s assets consist of an 83.5 percent interest in Arc Terminals (“Arc”) and a minority position in a Liquefied Natural Gas facility located in Mississippi.

Throughout 2012 Arc retained cash for capital expenditures and potential acquisitions and in February 2013 announced the acquisition of Gulf Coast Asphalt Company’s marine terminalling facility in Mobile, Alabama and rail transloading facility in Saraland, Alabama. The transaction expands Arc’s capacity to over 2.5 million barrels of storage and three rail (un)loading operations.

The fair value of VantaCore as of March 31, 2013, increased $1.4 million, or 13 percent, as compared to the fair value at December 31, 2012. The increase is attributable to VantaCore's continued improved performance, mostly driven by the incremental results of Laurel Aggregates, as well as the success of its cost cutting initiatives and price increases that have gone into effect.

Mowood, LLC is the holding company of Omega Pipeline Company, LLC (“Omega”). Omega’s performance was generally flat for the quarter ended March 31, 2013 compared to Nov. 30, 2012 and Feb. 29, 2012. A slight

 

increase in sales for the three-month period ended March 31, 2013 as compared to the three-month period ended Feb. 29, 2012 is largely attributable to higher gas usage during the winter of 2013.

REIT Qualification

CorEnergy satisfied the quarterly REIT asset test for the quarter ended March 31, 2013, and anticipates that it will satisfy the quarterly asset tests and annual income test necessary to qualify and elect to be taxed as a REIT for 2013. Because certain of CorEnergy’s assets do not qualify as REIT assets and do not produce REIT-qualifying income, the Company undertook some modest restructuring and contributed those assets into wholly-owned taxable REIT subsidiaries prior to 2013. The Company also changed its fiscal year end from November 30 to December 31, resulting in a one-month transition period ending December 31, 2012 that is also reflected in the Company’s filing today.

Outlook

“CorEnergy is on track in our strategy to build a diversified energy infrastructure REIT, and the first three months of 2013 mark our first reporting period meeting the quarterly REIT-qualification test. The market has responded positively to our acquisition of the Pinedale Liquids Gathering System (LGS) in December 2012 and shareholders received a dividend increase for the quarter," said David Schulte, Chief Executive Officer of CorEnergy. "Our goal in 2013 is to continue to grow shareholder value by making acquisitions of energy infrastructure real property that is leased to strong operating companies, provides long-term contracted cash flows and supports stable dividends with potential long-term growth approximating inflation.  The management team is committed to structuring acquisitions that are accretive to CorEnergy's stockholders, with management incentives focused on distribution growth and alignment of risk through CorEnergy equity ownership.”

A number of possible acquisitions ranging in value from $50 and $200 million are in preliminary stages of review. There can be no assurance that any of these acquisition opportunities will result in consummated transactions.  The Company also put in place a $20 million credit facility which will initially be unfunded, but which can be utilized for future acquisitions.

2013 First Quarter Earnings Conference Call

CorEnergy will host a conference call Monday, May 13, 2013, at 11:00 a.m. CST to discuss its financial results. Please dial into the call at 877-407-8035 approximately five to ten minutes prior to the scheduled start time.
 
The call will also be webcast in a listen-only format.  A link to the webcast will be accessible at corenergy.corridortrust.com.

A replay of the call will be available until 11:59 p.m. CST June 13, 2013, by dialing 877-660-6853. The Conference ID # is 413689. A replay of the webcast will also be available on the company’s website at corenergy.corridortrust.com through May 13, 2014.

About CorEnergy Infrastructure Trust, Inc.
CorEnergy Infrastructure Trust, Inc. (NYSE: CORR), primarily owns midstream and downstream U.S. energy infrastructure assets subject to long-term triple net participating leases with energy companies. These assets include pipelines, storage tanks, transmission lines and gathering systems. The Company’s principal objective is to provide stockholders with an attractive risk-adjusted total return, with an emphasis on distributions and long-term distribution. CorEnergy is managed by Corridor InfraTrust Management, LLC , a real property asset manager focused on U.S. energy infrastructure and an affiliate of Tortoise Capital Advisors, L.L.C., a registered investment adviser with over $11.8 billion of assets under management in the U.S. energy infrastructure sector as of April 30, 2013. For more information, please visit corenergy.corridortrust.com .

 

 

Forward-Looking Statements
This press release contains certain statements that may include "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements, other than statements of historical fact, included herein are "forward-looking statements." Although CorEnergy believes that the expectations reflected in these forward-looking statements are reasonable, they do involve assumptions, risks and uncertainties, and these expectations may prove to be incorrect. Actual results could differ materially from those anticipated in these forward-looking statements as a result of a variety of factors, including those discussed in CorEnergy’s reports that are filed with the Securities and Exchange Commission. You should not place undue reliance on these forward-looking statements, which speak only as of the date of this press release. Other than as required by law, CorEnergy does not assume a duty to update any forward-looking statement. In particular, any distribution paid in the future to our stockholders will depend on the actual performance of CorEnergy, its costs of leverage and other operating expenses and will be subject to the approval of CorEnergy’s Board of Directors and compliance with leverage covenants.

Contact Information:
Rachel Stroer, Investor Relations, 877-699-CORR (2677), info@corridortrust.com

 

 

 

CorEnergy Infrastructure Trust, Inc.	 	 	 	 	 	 	 	 	 	
CONSOLIDATED BALANCE SHEETS	 	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	
 	 	March 31, 2013
(Unaudited)	 	 	November 30,
2012	 	 	December 31,
2012
(Unaudited)	 	
 	 	 	 	 	 	 	 	 	 	
Assets	 	 	 	 	 	 	 	 	 	
 	Leased property, net of accumulated depreciation of $4,394,248, $1,131,680 and $1,614,569 at March 31 2013, November 30, 2012, and December 31, 2012, respectively	 	$	240,299,030	 	 	$	12,995,169	 	 	$	243,078,709	 	
 	Other equity securities, at fair value	 	 	21,895,854	 	 	 	19,866,621	 	 	 	19,707,126	 	
 	Cash and cash equivalents	 	 	18,196,151	 	 	 	14,333,456	 	 	 	17,680,783	 	
 	Trading securities, at fair value	 	 	-	 	 	 	55,219,411	 	 	 	4,318,398	 	
 	Property and equipment, net of accumulated depreciation of $1,825,253, $1,751,202 and $1,774,616 at March 31, 2013,
November 30, 2012, and December 31, 2012, respectively	 	 	3,529,836	 	 	 	3,589,022	 	 	 	3,566,030	 	
 	Escrow receivable	 	 	698,729	 	 	 	698,729	 	 	 	698,729	 	
 	Accounts receivable	 	 	1,664,265	 	 	 	1,570,257	 	 	 	922,894	 	
 	Intangible lease asset, net of accumulated amortization of $510,839, $413,580 and $437,908 at March 31, 2013, November 30, 2012 and December 31, 2012, respectively	 	 	583,878	 	 	 	681,191	 	 	 	656,863	 	
 	Deferred debt issuance costs, net of accumulated amortization of $145,005, $0 and $16,530, at March 31, 2013, November 30, 2012, and December 31, 2012	 	 	1,403,348	 	 	 	-	 	 	 	1,520,823	 	
 	Deferred lease costs, net of accumulated amortization of $17,246, $0 and $1,967 at March 31, 2013, November 30, 2012,
and December 31, 2012, respectively	 	 	903,216	 	 	 	-	 	 	 	912,875	 	
 	Prepaid expenses and other assets	 	 	462,713	 	 	 	2,477,977	 	 	 	598,755	 	
Total Assets	 	$	289,637,020	 	 	$	111,431,833	 	 	$	293,661,985	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Liabilities and Equity	 	 	 	 	 	 	 	 	 	 	 	 	
Long-term debt	 	$	70,000,000	 	 	$	-	 	 	$	70,000,000	 	
Accounts payable and other accrued liabilities	 	 	4,064,102	 	 	 	2,885,631	 	 	 	4,413,420	 	
Lease obligation	 	 	-	 	 	 	27,522	 	 	 	20,698	 	
Current tax liability	 	 	208,931	 	 	 	-	 	 	 	3,855,947	 	
Deferred tax liability	 	 	3,131,096	 	 	 	7,172,133	 	 	 	2,396,043	 	
Line of credit	 	 	139,397	 	 	 	120,000	 	 	 	-	 	
Unearned Income	 	 	1,422,457	 	 	 	2,370,762	 	 	 	2,133,685	 	
Total Liabilities	 	$	78,965,983	 	 	$	12,576,048	 	 	$	82,819,793	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Equity	 	 	 	 	 	 	 	 	 	 	 	 	
 	Warrants, no par value; 945,594 issued and outstanding at March 31, 2013, November 30, 2012, and December 31, 2012 (5,000,000 authorized)	 	$	1,370,700	 	 	$	1,370,700	 	 	$	1,370,700	 	
 	Capital stock, non-convertible, $0.001 par value; 24,147,958 shares issued and outstanding at March 31, 2013, 9,190,667 shares issued and outstanding at November 30, 2012, and 24,147,958 shares issued and outstanding at December 31, 2012 (100,000,000 shares authorized)	 	 	24,148	 	 	 	9,191	 	 	 	24,141	 	
 	Additional paid-in capital	 	 	172,288,226	 	 	 	91,763,475	 	 	 	175,256,675	 	
 	Accumulated retained earnings	 	 	6,621,776	 	 	 	5,712,419	 	 	 	4,209,023	 	
Total CorEnergy Equity	 	 	180,304,850	 	 	 	98,855,785	 	 	 	180,860,539	 	
 	Non-controlling Interest	 	 	30,366,187	 	 	 	-	 	 	 	29,981,653	 	
Total Equity	 	 	210,671,037	 	 	 	98,855,785	 	 	 	210,842,192	 	
Total Liabilities and Equity	 	$	289,637,020	 	 	$	111,431,833	 	 	$	293,661,985	 	

 

 

 

 
CorEnergy Infrastructure Trust, Inc.	 	 	 	 	 	 	 	 	 	
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)	 	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	For the One-
Month Transition Period Ended December 31,
 2012	 	
 	 	For the Three-Month Periods
Ended	 				
 	 	March 31, 2013	 	 	February 29, 2012	 				
Revenue	 	 	 	 	 	 	 	 	 	
Lease revenue	 	$	5,638,244	 	 	$	638,244	 	 	$	857,909	 	
Sales revenue	 	 	2,515,573	 	 	 	2,437,310	 	 	 	868,992	 	
Total Revenue	 	 	8,153,817	 	 	 	3,075,554	 	 	 	1,726,901	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Expenses	 	 	 	 	 	 	 	 	 	 	 	 	
Cost of sales (excluding depreciation expense)	 	 	2,003,639	 	 	 	2,004,672	 	 	 	686,976	 	
Management fees, net of expense reimbursements	 	 	643,814	 	 	 	247,381	 	 	 	155,242	 	
Asset acquisition expenses	 	 	31,817	 	 	 	-	 	 	 	64,733	 	
Professional fees	 	 	454,183	 	 	 	108,578	 	 	 	333,686	 	
Depreciation expense	 	 	2,857,036	 	 	 	246,805	 	 	 	499,357	 	
Amortization expense	 	 	15,279	 	 	 	-	 	 	 	1,967	 	
Operating expenses	 	 	206,904	 	 	 	172,641	 	 	 	48,461	 	
Directors' fees	 	 	18,000	 	 	 	14,581	 	 	 	8,500	 	
Other expenses	 	 	122,706	 	 	 	57,260	 	 	 	27,500	 	
Total Expenses	 	 	6,353,378	 	 	 	2,851,918	 	 	 	1,826,422	 	
Operating Income (Loss)	 	 	1,800,439	 	 	 	223,636	 	 	 	(99,521	)	
Other Income (Expense)	 	 	 	 	 	 	 	 	 	 	 	 	
Net distributions and dividend income	 	 	13,124	 	 	 	85,262	 	 	 	2,325	 	
Net realized and unrealized gain (loss) on trading securities	 	 	316,063	 	 	 	2,862,272	 	 	 	(1,769,058	)	
Net realized and unrealized gain (loss) on other equity securities	 	 	2,425,986	 	 	 	6,069,194	 	 	 	(159,495	)	
Interest Expense	 	 	(737,381	)	 	 	(27,409	)	 	 	(416,137	)	
Total Other Income (Expense)	 	 	2,017,792	 	 	 	8,989,319	 	 	 	(2,342,365	)	
Income (Loss) before income taxes	 	 	3,818,231	 	 	 	9,212,955	 	 	 	(2,441,886	)	
Taxes	 	 	 	 	 	 	 	 	 	 	 	 	
Current tax expense	 	 	285,891	 	 	 	10,000	 	 	 	3,855,947	 	
Deferred tax expense (benefit)	 	 	735,053	 	 	 	3,455,914	 	 	 	(4,776,090	)	
Income tax benefit (expense), net	 	 	1,020,944	 	 	 	3,465,914	 	 	 	(920,143	)	
Net Income (Loss)	 	 	2,797,287	 	 	 	5,747,041	 	 	 	(1,521,743	)	
Less: Net Income (Loss) attributable to non-controlling interest	 	 	384,534	 	 	 	-	 	 	 	(18,347	)	
Net Income (Loss) attributable to CORR Stockholders	 	$	2,412,753	 	 	$	5,747,041	 	 	$	(1,503,396	)	
Earnings (Loss) Per Common Share:	 	 	 	 	 	 	 	 	 	 	 	 	
Basic and Diluted	 	$	0.10	 	 	$	0.63	 	 	$	(0.10	)	
Weighted Average Shares of Common Stock Outstanding:	 	 	 	 	 	 	 	 	 	 	 	 	
Basic and Diluted	 	 	24,141,720	 	 	 	9,176,889	 	 	 	15,564,861	 	
Dividends declared per share	 	$	0.125	 	 	$	0.110	 	 	$	-	 	

 

 

 

CorEnergy Infrastructure Trust, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
CONSOLIDATED STATEMENTS OF EQUITY	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	Retained Earnings (Accumulated Deficit)	 	 	 	 	 	 	 	
 	 	Capital Stock	 	 	 	 	 	Additional Paid-in Capital	 				 	Non-Controlling Interest	 	 	 	 	
 	 	Shares	 	 	Amount	 	 	Warrants	 										 	Total	 	
Balance at November 30, 2010	 	 	9,146,506	 	 	$	9,147	 	 	$	1,370,700	 	 	$	98,444,952	 	 	$	(4,345,626	)	 	 	-	 	 	$	95,479,173	 	
Net Income	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	2,922,143	 	 	 	-	 	 	 	2,922,143	 	
Distributions to stockholders sourced as return of capital	 	 	-	 	 	 	-	 	 	 	-	 	 	 	(3,755,607	)	 	 	-	 	 	 	-	 	 	 	(3,755,607	)	
Reinvestment of distributions to stockholders	 	 	30,383	 	 	 	30	 	 	 	-	 	 	 	252,212	 	 	 	-	 	 	 	-	 	 	 	252,242	 	
Consolidation of wholly-owned subsidiary	 	 	-	 	 	 	-	 	 	 	-	 	 	 	741,181	 	 	 	(5,212,819	)	 	 	-	 	 	 	(4,471,638	)	
Balance at November 30, 2011	 	 	9,176,889	 	 	 	9,177	 	 	 	1,370,700	 	 	 	95,682,738	 	 	 	(6,636,302	)	 	 	-	 	 	 	90,426,313	 	
Net Income	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	12,348,721	 	 	 	 	 	 	 	12,348,721	 	
Distributions to stockholders sourced as return of capital	 	 	-	 	 	 	-	 	 	 	-	 	 	 	(4,040,273	)	 	 	-	 	 	 	-	 	 	 	(4,040,273	)	
Reinvestment of distributions to stockholders	 	 	13,778	 	 	 	14	 	 	 	-	 	 	 	121,010	 	 	 	-	 	 	 	-	 	 	 	121,024	 	
Balance at November 30, 2012	 	 	9,190,667	 	 	 	9,191	 	 	 	1,370,700	 	 	 	91,763,475	 	 	 	5,712,419	 	 	 	-	 	 	 	98,855,785	 	
Net Loss	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	(1,503,396	)	 	 	(18,347	)	 	 	(1,521,743	)	
Net offering proceeds	 	 	14,950,000	 	 	 	14,950	 	 	 	-	 	 	 	83,493,200	 	 	 	-	 	 	 	-	 	 	 	83,508,150	 	
Non-controlling interest contribution	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	30,000,000	 	 	 	30,000,000	 	
Balance at December 31, 2012 (Unaudited)	 	 	24,140,667	 	 	 	24,141	 	 	 	1,370,700	 	 	 	175,256,675	 	 	 	4,209,023	 	 	 	29,981,653	 	 	 	210,842,192	 	
Net Income	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	2,412,753	 	 	 	384,534	 	 	 	2,797,287	 	
Dividends Paid	 	 	-	 	 	 	-	 	 	 	-	 	 	 	(3,017,583	)	 	 	-	 	 	 	-	 	 	 	(3,017,583	)	
Reinvestment of dividends paid to stockholders	 	 	7,291	 	 	 	7	 	 	 	-	 	 	 	49,134	 	 	 	-	 	 	 	-	 	 	 	49,141	 	
Balance at March 31, 2013 (Unaudited)	 	 	24,147,958	 	 	$	24,148	 	 	$	1,370,700	 	 	$	172,288,226	 	 	$	6,621,776	 	 	$	30,366,187	 	 	$	210,671,037	 	

 

 

 
 
CorEnergy Infrastructure Trust, Inc.	 	 	 	 	 	 	 	 	 	
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)	 	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	For the One-Month Transition Period Ended December 31, 2012	 	
 	 	For the Three-Month Periods Ended	 				
 	 	March 31, 2013	 	 	February 29, 2012	 				
Operating Activities	 	 	 	 	 	 	 	 	 	
Net Income (Loss)	 	$	2,797,287	 	 	$	5,747,041	 	 	$	(1,521,743	)	
Adjustments to reconcile net income (loss) to net cash provided by operating activities:	 	 	 	 	 	 	 	 	 	 	 	 	
Distributions received from investment securities	 	 	-	 	 	 	1,053,007	 	 	 	-	 	
Deferred income tax, net	 	 	735,053	 	 	 	3,455,914	 	 	 	(4,776,090	)	
Depreciation expense	 	 	2,857,036	 	 	 	246,805	 	 	 	499,357	 	
Amortization expense	 	 	216,738	 	 	 	30,458	 	 	 	42,826	 	
Realized and unrealized (gain) loss on trading securities	 	 	(316,063	)	 	 	(2,862,272	)	 	 	1,769,058	 	
Realized and unrealized (gain) loss on other equity securities	 	 	(2,425,986	)	 	 	(6,069,194	)	 	 	159,495	 	
Changes in assets and liabilities:	 	 	 	 	 	 	 	 	 	 	 	 	
(Increase) decrease in accounts receivable	 	 	(741,371	)	 	 	(813,036	)	 	 	647,363	 	
Decrease in lease receivable	 	 	-	 	 	 	(711,229	)	 	 	-	 	
(Increase) decrease in prepaid expenses and other assets	 	 	136,042	 	 	 	(292,105	)	 	 	1,879,222	 	
Increase (decrease) in accounts payable and other accrued liabilities	 	 	(349,318	)	 	 	(107,111	)	 	 	1,527,789	 	
Increase (decrease) in current income tax liability	 	 	(3,647,016	)	 	 	-	 	 	 	3,855,947	 	
Increase in unearned income	 	 	(711,228	)	 	 	-	 	 	 	(237,077	)	
Net cash provided by (used in) operating activities	 	$	(1,448,826	)	 	$	(321,722	)	 	$	3,846,147	 	
Investing Activities	 	 	 	 	 	 	 	 	 	 	 	 	
Proceeds from sale of long-term investment of trading and other equity securities	 	 	4,557,379	 	 	 	-	 	 	 	49,131,955	 	
Deferred lease costs	 	 	(5,620	)	 	 	3,076	 	 	 	(914,843	)	
Purchase of leased asset property	 	 	-	 	 	 	(29,722	)	 	 	(230,559,484	)	
Purchases of property and equipment	 	 	(41,163	)	 	 	-	 	 	 	(421	)	
Return of capital on distributions received	 	 	314,340	 	 	 	-	 	 	 	-	 	
Net cash provided by (used in) investing activities	 	$	4,824,936	 	 	$	(26,646	)	 	$	(182,342,793	)	
Financing Activities	 	 	 	 	 	 	 	 	 	 	 	 	
Payments on lease obligation	 	 	(20,698	)	 	 	(19,690	)	 	 	(6,824	)	
Debt financing costs	 	 	(10,999	)	 	 	-	 	 	 	(1,537,353	)	
Net offering proceeds	 	 	-	 	 	 	-	 	 	 	83,508,150	 	
Debt issuance	 	 	-	 	 	 	-	 	 	 	70,000,000	 	
Proceeds from non-controlling interest	 	 	-	 	 	 	-	 	 	 	30,000,000	 	
Dividends	 	 	(3,017,583	)	 	 	-	 	 	 	-	 	
Advances on revolving line of credit	 	 	139,397	 	 	 	1,045,000	 	 	 	530,000	 	
Repayments on revolving line of credit	 	 	-	 	 	 	-	 	 	 	(650,000	)	
Dividend reinvestment	 	 	49,141	 	 	 	-	 	 	 	-	 	
Net cash provided by (used in) financing activities	 	$	(2,860,742	)	 	$	1,025,310	 	 	$	181,843,973	 	
Net Change in Cash and Cash Equivalents	 	$	515,368	 	 	$	676,942	 	 	$	3,347,327	 	
Cash and Cash Equivalents at beginning of period	 	 	17,680,783	 	 	 	2,793,326	 	 	 	14,333,456	 	
Cash and Cash Equivalents at end of period	 	$	18,196,151	 	 	$	3,470,268	 	 	$	17,680,783	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Supplemental Disclosure of Cash Flow Information	 	 	 	 	 	 	 	 	 	 	 	 	
Interest paid	 	$	531,318	 	 	$	11,665	 	 	$	2,765	 	
Income taxes paid	 	$	3,895,800	 	 	$	96,000	 	 	$	-	 	
Non-Cash Investing Activities	 	 	 	 	 	 	 	 	 	 	 	 	
Security proceeds from sale in long-term investment of other equity securities	 	$	-	 	 	$	-	 	 	$	23,046,215