Exhibit 99.2
CorEnergy Infrastructure Trust, Inc.
Unaudited Pro Forma Condensed Consolidated Balance Sheet
At August 31, 2012 | ||||||||||||
Historical | Pro Forma Adjustments |
Pro Forma Combined |
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Assets |
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Trading securities, at fair value |
$ | 57,321,502 | $ | | $ | 57,321,502 | ||||||
Other equity securities, at fair value |
19,529,783 | | 19,529,783 | |||||||||
Leased property, net of accumulated depreciation of $824,066 |
13,302,783 | 227,468,914 | (1) | 240,771,697 | ||||||||
Cash and cash equivalents |
11,783,529 | 65,000,000 | (2) | 18,981,077 | ||||||||
141,790,106 | (3) | |||||||||||
(112,123 | ) (4) | |||||||||||
(834,191 | ) (5) | |||||||||||
(225,000,000 | ) (1) | |||||||||||
(1,177,330 | ) (2) | |||||||||||
(2,468,914 | ) (1) | |||||||||||
30,000,000 | (3) | |||||||||||
Property and equipment, net of accumulated depreciation of $1,610,766 |
3,659,240 | | 3,659,240 | |||||||||
Intangible lease asset, net of accumulated amortization of $267,611 |
754,176 | | 754,176 | |||||||||
Prepaid expenses |
516,427 | (427,398 | ) (3) | 89,029 | ||||||||
Other assets |
4,677,908 | (403,762 | ) (5) | 4,097,146 | ||||||||
(177,000 | ) (2) | |||||||||||
Deferred leasing costs |
| 834,191 | (5) | 834,191 | ||||||||
Deferred debt issuance expenses |
| 1,177,330 | (2) | 1,177,330 | ||||||||
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Total Assets |
$ | 111,545,348 | $ | 235,669,823 | $ | 347,215,171 | ||||||
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Liabilities and Stockholders' Equity |
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Liabilities |
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Line of Credit |
$ | 125,000 | | $ | 125,000 | |||||||
Long-term debt |
910,863 | 65,000,000 | (2) | 65,910,863 | ||||||||
Deferred tax liability |
7,388,060 | | 7,388,060 | |||||||||
Accrued expenses and other liabilities |
2,945,571 | (34,250 | ) (3) | 2,259,174 | ||||||||
(403,762 | ) (5) | |||||||||||
(177,000 | ) (2) | |||||||||||
(71,385 | ) (4) | |||||||||||
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Total Liablities |
11,369,494 | 64,313,603 | 75,683,097 | |||||||||
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Stockholders' Equity |
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Stockholders' Equity |
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Warrants, no par value: 945,594 issued and outstanding at November 30, 2011 (5,000,000 authorized) |
1,370,700 | | 1,370,700 | |||||||||
Capital stock, non-convertible, $0.001 par value; 9,184,463 and 27,684,463 shares issued and outstanding at August 31, 2012 historical and pro forma, respectively (100,000,000 shares authorized) |
9,185 | 18,500 | (3) | 27,685 | ||||||||
Additional paid-in capital, net of offering costs of $11,228,042 pro forma |
92,719,962 | 141,805,856 | (3) | 234,098,420 | ||||||||
(427,398 | ) (3) | |||||||||||
Accumulated retained earnings |
6,076,007 | (40,738 | ) (4) | 6,035,269 | ||||||||
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Total Stockholders' Equity |
100,175,854 | 141,356,220 | 241,532,074 | |||||||||
Non-controlling Interest Stockholders' Equity |
| 30,000,000 | (3) | 30,000,000 | ||||||||
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Total Stockholder's Equity |
100,175,854 | 171,356,220 | 271,532,074 | |||||||||
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Total Liabilities and Stockholders' Equity |
$ | 111,545,348 | $ | 235,669,823 | $ | 347,215,171 | ||||||
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See accompanying notes to pro forma financial statements
1
CorEnergy Infrastructure Trust, Inc.
Unaudited Pro Forma Condensed Consolidated Statement of Income
For the Year Ended November 30, 2011 | ||||||||||||
Historical | Pro Forma Adjustments |
Pro Forma Combined |
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Revenue |
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Sales Revenue |
$ | 2,161,723 | $ | | $ | 2,161,723 | ||||||
Lease Income |
1,063,740 | 20,000,000 | (6) | 21,063,740 | ||||||||
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Total Revenue |
3,225,463 | 20,000,000 | 23,225,463 | |||||||||
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Expenses |
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Cost of Sales (excluding depreciation expense) |
1,689,374 | | 1,689,374 | |||||||||
Management fees, net of expense reimbursements |
968,163 | 2,176,620 | (7) | 3,144,783 | ||||||||
Depreciation expense |
364,254 | 8,748,804 | (1) | 9,113,058 | ||||||||
Operating expenses |
196,775 | | 196,775 | |||||||||
Interest expense |
36,508 | 2,642,743 | (2) | 2,679,251 | ||||||||
Amortization of deferred lease costs |
55,613 | (5) | 55,613 | |||||||||
Other expenses |
1,440,810 | | 1,440,810 | |||||||||
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Total Expenses |
4,695,884 | 13,623,780 | 18,319,664 | |||||||||
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Gain (Loss) from Operations |
(1,470,421 | ) | 6,376,220 | 4,905,799 | ||||||||
Other Income |
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Other income |
5,275,421 | | 5,275,421 | |||||||||
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Total Other Income |
5,275,421 | | 5,275,421 | |||||||||
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Income before Income Taxes |
3,805,000 | 6,376,220 | 10,181,220 | |||||||||
Income tax expense, net |
(882,857 | ) | (2,486,726 | ) (8) | (3,369,583 | ) | ||||||
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Net Income |
$ | 2,922,143 | $ | 3,889,494 | 6,811,637 | |||||||
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Less: Net income attributable to non-controlling interest |
1,560,893 | (9) | 1,560,893 | |||||||||
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Net income attributable to CorEnergy Stockholders |
$ | 5,250,744 | ||||||||||
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Earnings Per Common Share attributable to CorEnergy Stockholders: |
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Basic and Diluted |
$ | 0.32 | $ | 0.19 | ||||||||
Weighted Average Shares of Common Stock Outstanding: |
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Basic and Diluted |
9,159,809 | 18,500,000 | (3) | 27,659,809 | ||||||||
Dividends declared per share |
$ | 0.40 |
See accompanying notes to pro forma financial statements.
2
CorEnergy Infrastructure Trust, Inc.
Unaudited Pro Forma Condensed Consolidated Statement of Income
For the nine months ended August 31, 2012 | ||||||||||||
Historical | Pro Forma Adjustments |
Pro Forma Combined |
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Revenue |
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Sales Revenue |
$ | 5,804,894 | $ | | $ | 5,804,894 | ||||||
Lease Income |
1,914,732 | 15,000,000 | (6) | 16,914,732 | ||||||||
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Total Revenue |
7,719,626 | 15,000,000 | 22,719,626 | |||||||||
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Expenses |
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Cost of Sales (excluding depreciation expense) |
4,416,947 | | 4,416,947 | |||||||||
Management fees, net of expense reimbursements |
800,397 | 1,628,348 | (7) | 2,428,745 | ||||||||
Asset acquisition expense |
238,969 | | 238,969 | |||||||||
Depreciation expense |
740,437 | 6,561,603 | (1) | 7,302,040 | ||||||||
Operating expenses |
558,450 | | 558,450 | |||||||||
Interest expense |
69,418 | 1,982,057 | (2) | 2,051,475 | ||||||||
Amortization of deferred leasing costs |
41,710 | (5) | 41,710 | |||||||||
Other expenses |
1,037,679 | | 1,037,679 | |||||||||
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Total Expenses |
7,862,297 | 10,213,718 | 18,076,015 | |||||||||
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Gain (loss) from Operations |
(142,671 | ) | 4,786,282 | 4,643,611 | ||||||||
Other Income |
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Other income |
20,299,841 | | 20,299,841 | |||||||||
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Total Other Income |
20,299,841 | | 20,299,841 | |||||||||
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Income before Income Taxes |
20,157,170 | 4,786,282 | 24,943,452 | |||||||||
Income tax expense, net |
(7,444,861 | ) | (1,866,650 | )(8) | (9,311,511 | ) | ||||||
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Net Income |
$ | 12,712,309 | $ | 2,919,632 | $ | 15,631,941 | ||||||
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Less: Net income attributable to non-controlling interest |
1,170,670 | (9) | 1,170,670 | |||||||||
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Net income attributable to CorEnergy Stockholders |
$ | 14,461,271 | ||||||||||
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Earnings Per Common Share attributable to CorEnergy Stockholders: |
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Basic and Diluted |
$ | 1.38 | $ | 0.52 | ||||||||
Weighted Average Shares of Common Stock Outstanding: |
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Basic and Diluted |
9,180,776 | 18,500,000 | (3) | 27,680,776 | ||||||||
Dividends declared per share |
$ | 0.33 |
See accompanying notes to pro forma financial statements
3
CorEnergy Infrastructure Trust, Inc.
Notes to the Unaudited Pro Forma Consolidated Financial Statements
Note 1. Basis of Presentation
These unaudited pro forma condensed consolidated financial statements and underlying pro forma adjustments are based upon currently available information and certain estimates and assumptions made by management; therefore, actual results could differ materially from the pro forma information. However, we believe the assumptions provide a reasonable basis for presenting the significant effects of the transactions noted herein. We believe the pro forma adjustments give appropriate effect to those assumptions and are properly applied in the pro forma information.
Note 2. Pro Forma Adjustments
(1) Represents leased property of $227,468,914 including $2,468,914 of Asset Acquisition Costs capitalized and amortized over the 26 year depreciable life of the leased property. The purchase price allocation is subject to finalization upon completion of asset appraisals. The amount of incremental pro forma depreciation expense is $8,748,804 and $6,561,603 for the year ended November 30, 2011 and the nine month period ended August 31, 2012, respectively.
(2) Represents proceeds from the secured credit facility with KeyBank National Association. The loan is classified as non-current due to interest-only debt service in year 1 of the debt agreement. Outstanding balances under the credit facility will generally accrue interest at a variable annual rate equal to LIBOR plus 3.25%, or 3.462% as of December 7, 2012. The amount of incremental pro forma cash interest expense is $2,250,300 and $1,687,724 for the year ended November 30, 2011 and the nine month period ended August 31, 2012, respectively. Debt issuance costs of $1,177,330 will be paid from the proceeds of the credit facility and will be deferred and amortized over the life of the credit facility. At August 31, 2012, $177,000 of the debt issuance costs was recorded as a component of other assets and accrued expenses and has been reclassified in the pro forma adjustments. The amount of incremental pro forma interest expense related to the amortization of these deferred debt issuance costs is $392,443 and $294,333 for the year ended November 30, 2011 and the nine month period ended August 31, 2012, respectively.
Funding of the credit facility is conditioned on the contribution of the proceeds of this offering to our wholly-owned subsidiary, Pinedale LP and the receipt by Pinedale LP of the co-investment funds from Prudential. A 1/8% variance in interest rates would impact pro forma net income by $81,250 and $60,938 for the pro forma year ended November 30, 2011 and the none month period ended August 31, 2012, respectively.
(3) In connection with this offering, it is expected that the Company will issue 18,500,000 shares of $0.001 par value common stock at an assumed public offering price of $8.25 (the last reported sale price of our common stock on the NYSE on December 7, 2012). Equity proceeds of $141,396,958 reflected as an increase to stockholders equity are net of $11,228,042 of equity issuance costs and private equity placement fees. At August 31, 2012, $427,398 of the equity issuance costs were recorded as a component of prepaid expenses. Of this total amount, $393,148 were paid as of August 31, 2012 and $34,250 was accrued. These amounts have been reclassified in the pro forma adjustments. In conjunction with the Acquisition, Prudential will contribute $30,000,000 of private equity to Pinedale LP in exchange for an approximate 18% limited partner interest in Pinedale LP.
(4) Represents the use of proceeds to pay asset acquisition expenses of $138,169 net of the tax impact of $26,046 calculated at a statutory rate of 39% that result from these expenses. At August 31, 2012, asset acquisition expenses totaled $238,969, of which $71,385 were accrued. The $66,784 that was not expensed and accrued at August 31, 2012 is reflected as a reduction in accumulated retained earnings, net of the tax impact of $26,046 calculated at a statutory rate of 39%.
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(5) Represents the use of proceeds to pay $834,191 of leasing and related costs that qualify for deferral to be capitalized and amortized over the 15-year lease term. Of this amount, $403,762 was accrued and reflected in the balance sheet at August 31, 2012 as a component of other assets and accrued expenses. The amount of incremental pro forma deferred leasing cost expense is $55,613 and $41,710 for the year ended November 30, 2011 and the nine month period ended August 31, 2012, respectively.
(6) Represents lease income from Lease Agreement. The amount of incremental pro forma lease income is $20,000,000 and $15,000,000 for the year ended November 30, 2011 and the nine month period ended August 31, 2012, respectively.
(7) Represents the adjustment for a 1.0% annual management fee payable to our related party, external adviser, Corridor InfraTrust Management, LLC, on approximately $217,000,000 of additional managed assets. Such fee results in an expense of $2,176,620 and $1,628,348 for the year ended November 30, 2011 and the nine month period ended August 31, 2012, respectively.
(8) Reflects the income tax expense related to the effect of the pro forma adjustments at a combined estimated federal and state (net of federal benefit) statutory income tax rate of 39.0%.
(9) Net income attributable to non-controlling interest is based on 18.25% of the consolidated net income of the Companys majority owned subsidiary, Pinedale LP. Pinedale LPs net income is comprised of all of the pro forma adjustments to the statements of income except that it excludes pro forma Management fees and income tax expense adjustments, as these are expenses that will not be incurred by Pinedale LP.
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