corr-20210930

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

___________________________________________

FORM 10-Q

___________________________________________


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2021


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-33292

_________________________________________________________

CORENERGY INFRASTRUCTURE TRUST, INC.

______________________________________________________________________

(Exact name of registrant as specified in its charter)


Maryland			20-3431375
(State or other jurisdiction of incorporation or organization)			(IRS Employer Identification No.)

1100 Walnut, Ste. 3350

Kansas City,

64106

(Address of Registrant's Principal Executive Offices)

(Zip Code)


(816)			875-3705
(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol(s)

Name of Each Exchange On Which Registered

Common Stock, par value $0.001 per share

CORR

New York Stock Exchange

7.375% Series A Cumulative Redeemable Preferred Stock

CORRPrA

New York Stock Exchange

___________________________________________

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☐

Accelerated filer

☐

Non-accelerated filer

☒

Smaller reporting company

☒

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act) Yes ☐ No ☒

As of November 2, 2021, the registrant had 14,866,799 common shares outstanding.

CorEnergy Infrastructure Trust, Inc.

FORM 10-Q

FOR THE QUARTER ENDED September 30, 2021

TABLE OF CONTENTS

____________________________________________________________________________________________


				Page No.
Glossary of Defined Terms				4
Forward-Looking Statements				8
PART I		FINANCIAL INFORMATION		10
	Item 1.	Financial Statements (unaudited)		10
		Consolidated Balance Sheets		10
		Consolidated Statements of Operations		11
		Consolidated Statements of Equity		12
		Consolidated Statements of Cash Flows		14
		Notes to Consolidated Financial Statements		16
		1.	Introduction and Basis of Presentation	16
		2.	Recent Accounting Pronouncements	17
		3.	Acquisition	17
		4.	Transportation and Distribution Revenue	21
		5.	Leased Properties and Leases	23
		6.	Financing Notes Receivable	26
		7.	Income Taxes	27
		8.	Property and Equipment	28
		9.	Management Agreement	28
		10.	Commitments and Contingencies	29
		11.	Fair Value	31
		12.	Debt	32
		13.	Stockholders' Equity	35
		14.	Earnings (Loss) Per Share	38
		15.	Variable Interest Entity	34
		16.	Related Party Transactions	35

		17.	Subsequent Events	41
	Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations		42
	Item 3.	Quantitative and Qualitative Disclosures about Market Risk		68
	Item 4.	Controls and Procedures		69

PART II.		OTHER INFORMATION		70
	Item 1.	Legal Proceedings		70
	Item 1A.	Risk Factors		70
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		70
	Item 3.	Defaults Upon Senior Securities		70
	Item 4.	Mine Safety Disclosures		70
	Item 5.	Other Information		70
	Item 6.	Exhibits		71
Signatures				72

This Report on Form 10-Q ("Report") should be read in its entirety. No one section of the Report deals with all aspects of the subject matter. It should be read in conjunction with the consolidated financial statements, related notes, and with the Management's Discussion & Analysis ("MD&A") included within, as well as provided in the Annual Report on Form 10-K, for the year ended December 31, 2020.

The consolidated unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information, the instructions to Form 10-Q, and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by generally accepted accounting principles for complete financial statements. In the opinion of Management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and nine months ended September 30, 2021 are not necessarily indicative of the results that may be expected for the year ended December 31, 2021 or for any other interim or annual period. For further information, refer to the consolidated financial statements and footnotes thereto included in the CorEnergy Infrastructure Trust, Inc. Annual Report on Form 10-K, for the year ended December 31, 2020.


Table of Contents			GLOSSARY OF DEFINED TERMS

Certain of the defined terms used in this Report as set forth below:

5.875% Convertible Notes: the Company's 5.875% Convertible Senior Notes due 2025.

7.00% Convertible Notes: the Company's 7.00% Convertible Senior Notes due 2020, which matured on June 15, 2020.

Accretion Expense: the expense recognized when adjusting the present value of the GIGS ARO for the passage of time.

Administrative Agreement: the Administrative Agreement dated December 1, 2011, as amended effective August 7, 2012, between the Company and Corridor InfraTrust Management, LLC. The Internalization transaction closed on July 6, 2021 and the Administrative Agreement was effectively terminated when Corridor was acquired by CorEnergy.

ARO: the Asset Retirement Obligation liabilities assumed with the acquisition of GIGS and disposed of with the sale of GIGS effective February 1, 2021.

ASC: FASB Accounting Standards Codification.

ASU: FASB Accounting Standard Update.

Bbls: standard barrel containing 42 U.S. gallons.

bpd: Barrels per day.

CARES Act: the Coronavirus Aid, Relief, and Economic Security Act.

Cash Available for Distribution or CAD: the Company's earnings before interest, taxes, depreciation and amortization, less (i) cash interest expense, (ii) preferred dividends, (iii) regularly scheduled debt amortization, (iv) maintenance capital expenditures, (v) reinvestment allocation and plus or minus other adjustments, but excluding the impact of extraordinary or nonrecurring expenses unrelated to the operations of Crimson Midstream Holdings, LLC and all of its subsidiaries, as defined in the Articles Supplementary for the Class B Common Stock and effective beginning with the quarter ending June 30, 2021.

Class B Common Stock: the Company's Class B Common Stock, par value $0.001 per share.

Code: the Internal Revenue Code of 1986, as amended.

Common Stock: the Company's Common Stock, par value $0.001 per share.

Company or CorEnergy: CorEnergy Infrastructure Trust, Inc. (NYSE: CORR).

Compass SWD: Compass SWD, LLC, the current borrower under the Compass REIT Loan.

Compass REIT Loan: the financing notes between Compass SWD and Four Wood Corridor.

Contributors: the managers of the Company's former manager Corridor InfraTrust Management, LLC which include: Richard C. Green, Rick Kreul, Rebecca M. Sandring, Sean DeGon, Jeff Teeven, Jeffrey E. Fulmer, David J. Schulte (as Trustee of the DJS Trust under Trust Agreement dated July 18, 2016), and Campbell Hamilton, Inc., which is an entity controlled by David J. Schulte.

Convertible Notes: collectively, the Company's 5.875% Convertible Notes and the Company's 7.00% Convertible Notes.

CorEnergy Credit Facility: the Company's upsized $160.0 million CorEnergy Revolver and the $1.0 million MoGas Revolver with Regions Bank, which was terminated on February 4, 2021 in connection with the Crimson Transaction.

CorEnergy Revolver: the Company's $160.0 million secured revolving line of credit facility with Regions Bank, which was terminated on February 4, 2021 in connection with the Crimson Transaction.

Corridor: Corridor InfraTrust Management, LLC, the Company's former external manager pursuant to a Management Agreement. CorEnergy acquired Corridor with the Internalization transaction, as outlined in a Contribution Agreement, as described in this Report.

Corridor MoGas: Corridor MoGas, Inc., a wholly-owned taxable REIT subsidiary of CorEnergy, the holding company of MoGas, United Property Systems and CorEnergy Pipeline Company, LLC and a co-borrower under the Crimson Credit Facility.


Table of Contents			GLOSSARY OF DEFINED TERMS (Continued from previous page)

Corridor Private: Corridor Private Holdings, Inc., an indirect wholly-owned taxable REIT subsidiary of CorEnergy.

COVID-19: Coronavirus disease of 2019; a pandemic affecting many countries globally.

Cox Acquiring Entity: MLCJR LLC, an affiliate of Cox Oil, LLC.

Cox Oil: Cox Oil, LLC.

CPI: Consumer Price Index.

CPUC: California Public Utility Commission.

Crimson: Crimson Midstream Holdings, LLC, a CPUC regulated crude oil pipeline owner and operator, of which the Company owns a 49.50 percent interest effective February 1, 2021.

Crimson Credit Facility: the Amended and Restated Credit Agreement with Crimson Midstream Operating and Corridor MoGas as co-borrowers, the lenders from time to time party thereto, and Wells Fargo Bank, National Association, as administrative agent, swingline lender and issuing bank, entered into on February 4, 2021, which provides borrowing capacity of up to $155.0 million, consisting of: a $50.0 million revolving credit facility, an $80.0 million term loan and an uncommitted incremental facility of $25.0 million.

Crimson Midstream Operating: Crimson Midstream Operating, LLC, a wholly-owned subsidiary of Crimson and a co-borrower under the Crimson Credit Facility.

Crimson Revolver: the $50.0 million secured revolving line of credit facility with Wells Fargo Bank, National Association entered into on February 4, 2021.

Crimson Term Loan: the $80.0 million secured term loan with Wells Fargo Bank, National Association entered into on February 4, 2021.

Crimson Transaction: the Company's acquisition of a 49.50 percent interest in Crimson effective February 1, 2021 with the right to acquire the remaining 50.50 percent interest upon receiving CPUC approval.

Exchange Act: the Securities Exchange Act of 1934, as amended.

EGC: Energy XXI Ltd, the parent company (and guarantor) of our tenant on the Grand Isle Gathering System lease, emerged from a reorganization under Chapter 11 of the US Bankruptcy Code on December 30, 2016, with the succeeding company named Energy XXI Gulf Coast, Inc. Effective October 18, 2018, EGC became an indirect wholly-owned subsidiary of MLCJR LLC ("Cox Acquiring Entity"), an affiliate of Cox Oil, LLC, as a result of a merger transaction. Throughout this document, references to EGC will refer to both the pre- and post-bankruptcy entities and, for dates on and after October 18, 2018, to EGC as an indirect wholly-owned subsidiary of the Cox Acquiring Entity.

EGC Tenant: Energy XXI GIGS Services, LLC, a wholly-owned operating subsidiary of Energy XXI Gulf Coast, Inc. that was the tenant under Grand Isle Corridor's triple-net lease of the Grand Isle Gathering System until the lease was terminated on February 4, 2021.

FASB: Financial Accounting Standards Board.

FERC: Federal Energy Regulatory Commission.

Four Wood Corridor: Four Wood Corridor, LLC, a wholly-owned subsidiary of CorEnergy.

GAAP: U.S. generally accepted accounting principles.

GIGS: the Grand Isle Gathering System, owned by Grand Isle Corridor LP and triple-net leased to a wholly-owned subsidiary of Energy XXI Gulf Coast, Inc until it was disposed of as partial consideration in connection with the Crimson Transaction effective February 1, 2021.

Grand Isle Corridor: Grand Isle Corridor, LP, an indirect wholly-owned subsidiary of the Company.

Grand Isle Gathering System: a subsea midstream pipeline gathering system located in the shallow Gulf of Mexico shelf and storage and onshore processing facilities.


Table of Contents			GLOSSARY OF DEFINED TERMS (Continued from previous page)

Grand Isle Lease Agreement: the June 2015 agreement pursuant to which the Grand Isle Gathering System assets were triple-net leased to EGC Tenant, which terminated on February 4, 2021 upon disposal of GIGS.

Grier Members: Mr. John D. Grier, Mrs. M. Bridget Grier and certain affiliated trusts of Grier, which collectively own a 50.62 percent equity ownership interest in Crimson, which is reflected as a non-controlling interest in the Company's financial statements.

Indenture: that certain Base Indenture, dated August 12, 2019, between the Company and U.S. Bank National Association, as Trustee for the 5.875% Convertible Notes.

Internalization: CorEnergy's acquisition of its external manager, Corridor, as outlined in a Contribution Agreement, as described in this Report. The Internalization transaction closed July 6, 2021.

IRS: Internal Revenue Service.

Lightfoot: collectively, Lightfoot Capital Partners LP and Lightfoot Capital Partners GP LLC.

Management Agreement: the current management agreement between the Company and Corridor entered into May 8, 2015, effective as of May 1, 2015, and as amended February 4, 2021. The Internalization transaction closed on July 6, 2021 and the Administrative Agreement was effectively terminated when Corridor was acquired by CorEnergy.

MoGas: MoGas Pipeline LLC, an indirect wholly-owned subsidiary of CorEnergy.

MoGas Pipeline System: an approximately 263-mile interstate natural gas pipeline system in and around St. Louis and extending into central Missouri, owned and operated by MoGas.

MoGas Revolver: a $1.0 million secured revolving line of credit facility at the MoGas subsidiary level with Regions Bank, which was terminated on February 4, 2021 in connection with the Crimson Transaction.

Mowood: Mowood, LLC, an indirect wholly-owned subsidiary of CorEnergy and the holding company of Omega Pipeline Company, LLC.

Mowood/Omega Revolver: a $1.5 million revolving line of credit facility at the Mowood subsidiary level with Regions Bank, which was terminated on February 4, 2021 in connection with the Crimson Transaction.

NAREIT: National Association of Real Estate Investment Trusts.

NYSE: New York Stock Exchange.

Omega: Omega Pipeline Company, LLC, a wholly-owned subsidiary of Mowood, LLC.

Omega Pipeline: Omega's natural gas distribution system in south central Missouri.

OPEC: the Organization of the Petroleum Exporting Countries.

Pipeline Loss Allowance (or PLA): the portion of crude oil provided by or on behalf of each shipper, at no cost to the carrier, (as allowance for losses sustained due to evaporation, measurement and other losses in transit) and retained by the carrier in recognition of loss and shrinkage in carrier's system.

Pinedale LGS: the Pinedale Liquids Gathering System, a system consisting of approximately 150 miles of pipelines and four above-ground central gathering facilities located in the Pinedale Anticline in Wyoming, owned by Pinedale LP and triple-net leased to a wholly-owned subsidiary of Ultra Petroleum until it was sold on June 30, 2020.

Pinedale Lease Agreement: the December 2012 agreement pursuant to which the Pinedale LGS assets were triple-net leased to a wholly owned subsidiary of Ultra Petroleum, which terminated on June 30, 2020 upon sale of the Pinedale LGS.

Pinedale LP: Pinedale Corridor, LP, an indirect wholly-owned subsidiary of CorEnergy.

Pinedale GP: the general partner of Pinedale LP and a wholly-owned subsidiary of CorEnergy.

PLR: the Private Letter Ruling dated November 16, 2018 (PLR 201907001) issued to CorEnergy by the IRS.

REIT: real estate investment trust.


Table of Contents			GLOSSARY OF DEFINED TERMS (Continued from previous page)

SEC: Securities and Exchange Commission.

Securities Act: the Securities Act of 1933, as amended.

Series A Preferred Stock: the Company's 7.375% Series A Cumulative Redeemable Preferred Stock, par value $0.001 per share, of which there currently are outstanding approximately 51,810 shares represented by 5,181,027 depositary shares, each representing 1/100th of a whole share of Series A Preferred Stock.

Spire: Spire, Inc., the corporate parent of Laclede Gas Company.

STL interconnect project: a pipeline interconnect constructed pursuant to a Facilities Interconnect Agreement with Spire STL Pipeline LLC ("STL Pipeline") and completed during the fourth quarter of 2020.

TRS: taxable REIT subsidiary.

UPL: Ultra Petroleum Corp.

Ultra Wyoming: Ultra Wyoming LGS LLC, an indirect wholly-owned subsidiary of Ultra Petroleum.

United Property Systems: United Property Systems, LLC, an indirect wholly-owned subsidiary of CorEnergy, acquired with the MoGas transaction in November 2014.

VIE: variable interest entity.


Table of Contents						Glossary of Defined Terms

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

Certain statements included or incorporated by reference in this Quarterly Report on Form 10-Q ("Report") may be deemed "forward-looking statements" within the meaning of the federal securities laws. In many cases, these forward-looking statements may be identified by the use of words such as "will," "may," "should," "could," "believes," "expects," "anticipates," "estimates," "intends," "projects," "goals," "objectives," "targets," "predicts," "plans," "seeks," or similar expressions. Any forward-looking statement speaks only as of the date on which it is made and is qualified in its entirety by reference to the factors discussed throughout this Report.

Although we believe the expectations reflected in any forward-looking statements are based on reasonable assumptions, forward-looking statements are not guarantees of future performance or results and we can give no assurance that these expectations will be attained. Our actual results may differ materially from those indicated by these forward-looking statements due to a variety of known and unknown risks and uncertainties. You should also understand that it is not possible to predict or identify all such factors and should not consider the following list to be a complete statement of all potential risks and uncertainties. Factors that could cause our actual results to differ materially from the results contemplated by such forward-looking statements include:

•changes in economic and business conditions in the energy infrastructure sector where our investments are concentrated, including the financial condition of our customers, tenants or borrowers and general economic conditions in the particular sectors of the energy industry served by each of our infrastructure assets;

•pandemics, epidemics or disease outbreaks, such as the COVID-19 pandemic and the global response to the pandemic, including without limitation potential adverse impacts of complying with governmental COVID-19 vaccine mandates, which may adversely affect local and global economies as well as our or our customers', tenants' or borrowers' business and financial results;

•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;

•competitive and regulatory pressures on the revenues of our California intrastate crude oil transportation business and our interstate natural gas transmission business;

•risks associated with the receipt of CPUC approval for the Company to obtain full operational control and majority ownership over Crimson's CPUC regulated pipeline assets;

•the impact of environmental, pipeline safety and other 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;

•risks associated with the bankruptcy or default of any of our customers, tenants or borrowers, including the exercise of the rights and remedies of bankrupt entities;

•our continued ability to access the debt and equity markets;

•our ability to comply with covenants in instruments governing our indebtedness;

•the potential impact of greenhouse gas regulation and climate change on our or our tenants' business, financial condition and results of operations;

•Crimson's assets were constructed over many decades, which may increase future inspection, maintenance or repair costs, or result in downtime that could have a material adverse effect on our business and results of operations;

•the loss of any member of our management team;

•the possibility that the anticipated benefits from the Internalization of our former Manager, may not be realized or may take longer to realize than expected, or that unexpected costs or unexpected liabilities may arise from the Internalization;

•our ability to manage the Internalization effectively and efficiently;

•our ability to successfully implement our selective acquisition strategy;

•our ability to obtain suitable tenants for leased properties;

•our ability to refinance amounts outstanding under our credit facilities and our convertible notes at maturity on terms favorable to us;


Table of Contents						Glossary of Defined Terms

•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;

•dependence by us and our tenants on key customers for significant revenues, and the risk of defaults by any such tenants or customers;

•our customers' or tenants' ability to secure adequate insurance and risk of potential uninsured losses, including from natural disasters;

•the continued availability of third-party pipelines, railroads or other facilities interconnected with certain of our infrastructure assets;

•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;

•our ability to sell properties at an attractive price;

•market conditions and related price volatility affecting our debt and equity securities;

•changes in federal or state tax rules or regulations that could have adverse tax consequences;

•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;

•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;

•some of our directors and officers may have conflicts of interest with respect to certain other business interests related to the Crimson Transaction; and

•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.

Forward-looking statements speak only as of the date on which they are made. While we may update these statements from time to time, we are not required to do so other than pursuant to applicable laws. For a further discussion of these and other factors that could impact our future results and performance, see Part I, Item 1A, "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2020, filed with the SEC on March 4, 2021, and Part II, Item 1A, "Risk Factors", in this Report.


Table of Contents						Glossary of Defined Terms

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

CorEnergy Infrastructure Trust, Inc.

CONSOLIDATED BALANCE SHEETS


	September 30, 2021		December 31, 2020
Assets	(Unaudited)
Property and equipment, net of accumulated depreciation of $32,592,641 and $22,580,810 (Crimson VIE: $341,422,699, and $0, respectively)	$	445,250,237	$	106,224,598
Leased property, net of accumulated depreciation of $247,893 and $6,832,167	1,278,135		64,938,010

Financing notes and related accrued interest receivable, net of reserve of $600,000 and $600,000	1,078,072		1,209,736


Cash and cash equivalents (Crimson VIE: $4,129,699 and $0, respectively)	15,091,957		99,596,907
Accounts and other receivables (Crimson VIE: $11,426,137 and $0, respectively)	14,573,047		3,675,977


Due from affiliated companies (Crimson VIE: $953,806 and $0, respectively)	953,806		—
Deferred costs, net of accumulated amortization of $250,564 and $2,130,334	891,783		1,077,883




Inventory (Crimson VIE: $3,229,161 and $0, respectively)	3,342,111		87,940
Prepaid expenses and other assets (Crimson VIE: $5,159,383 and $0, respectively)	10,550,792		2,054,804
Operating right-of-use assets (Crimson VIE: $5,950,501 and $0, respectively)	6,433,505		85,879
Deferred tax asset, net	4,060,239		4,282,576
Goodwill	16,210,020		1,718,868
Total Assets	$	519,713,704	$	284,953,178
Liabilities and Equity





Secured credit facilities, net of deferred financing costs of $1,427,667 and $0	$	102,572,333	$	—
Unsecured convertible senior notes, net of discount and debt issuance costs of $2,548,595 and $3,041,870	115,501,404		115,008,130
Asset retirement obligation	—		8,762,579
Accounts payable and other accrued liabilities (Crimson VIE: $14,416,975 and $0, respectively)	20,901,358		4,628,847
Management fees payable	—		971,626
Income tax liability	33,027		—


Due to affiliated companies (Crimson VIE: $765,228 and $0, respectively)	765,228		—
Operating lease liability (Crimson VIE: $5,826,885 and $0, respectively)	6,281,014		56,441
Unearned revenue (Crimson VIE $315,000 and $0, respectively)	6,001,622		6,125,728
Total Liabilities	$	252,055,986	$	135,553,351
Commitments and Contingencies (Note 10)
Equity

Series A Cumulative Redeemable Preferred Stock 7.375%, $129,525,675 and $125,270,350 liquidation preference ($2,500 per share, $0.001 par value), 10,000,000 authorized; 51,810 and 50,108 issued and outstanding at September 30, 2021 and December 31, 2020, respectively	$	129,525,675	$	125,270,350
Common stock, non-convertible, $0.001 par value; 14,866,799 and 13,651,521 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively (100,000,000 shares authorized)	14,866		13,652
Class B Common Stock, $0.001 par value; 683,761 and 0 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively (11,896,100 shares authorized)	684		—
Additional paid-in capital	341,331,070		339,742,380
Retained deficit	(324,749,301)		(315,626,555)

Total CorEnergy Equity	146,122,994		149,399,827
Non-controlling interest (Crimson)	121,534,724		—
Total Equity	267,657,718		149,399,827
Total Liabilities and Equity	$	519,713,704	$	284,953,178
Variable Interest Entity (VIE) (Note 15)
See accompanying Notes to Consolidated Financial Statements.


Table of Contents						Glossary of Defined Terms

CorEnergy Infrastructure Trust, Inc.

CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)


	For the Three Months Ended				For the Nine Months Ended
	September 30, 2021		September 30, 2020		September 30, 2021		September 30, 2020
Revenue
Transportation and distribution revenue	$	34,286,394	$	4,573,155	$	83,681,876	$	14,156,361
Pipeline loss allowance subsequent sales	2,124,581		—		6,115,836		—
Lease revenue	32,915		20,126		1,208,915		21,320,998
Deferred rent receivable write-off	—		—		—		(30,105,820)
Other revenue	584,992		32,099		1,359,331		88,319

Total Revenue	37,028,882		4,625,380		92,365,958		5,459,858
Expenses


Transportation and distribution expenses	16,089,414		1,438,443		41,795,421		4,035,807
Pipeline loss allowance subsequent sales cost of revenue	2,718,038		—		5,890,540		—
General and administrative	5,156,087		2,793,568		20,374,534		10,195,635




Depreciation, amortization and ARO accretion expense	3,690,856		2,169,806		10,337,639		11,479,799
Loss on impairment of leased property	—		—		—		140,268,379
Loss on impairment and disposal of leased property	—		—		5,811,779		146,537,547
Loss on termination of lease	—		—		165,644		458,297

Total Expenses	27,654,395		6,401,817		84,375,557		312,975,464
Operating Income (loss)	$	9,374,487	$	(1,776,437)	$	7,990,401	$	(307,515,606)
Other Income (expense)
Other income	$	4,040	$	29,654	$	366,859	$	449,512



Interest expense	(3,351,967)		(2,247,643)		(9,578,677)		(8,053,650)
Gain (loss) on extinguishment of debt	—		—		(861,814)		11,549,968
Total Other Income (expense)	(3,347,927)		(2,217,989)		(10,073,632)		3,945,830
Income (Loss) before income taxes	6,026,560		(3,994,426)		(2,083,231)		(303,569,776)
Taxes
Current tax expense (benefit)	(6,927)		(2,431)		41,313		(399,505)
Deferred tax expense (benefit)	113,516		(72,897)		222,339		225,628
Income tax expense (benefit), net	106,589		(75,328)		263,652		(173,877)
Net Income (loss)	5,919,971		(3,919,098)		(2,346,883)		(303,395,899)
Less: Net income attributable to non-controlling interest	3,155,685		—		6,775,863		—
Net income (loss) attributable to CorEnergy Stockholders	$	2,764,286	$	(3,919,098)	$	(9,122,746)	$	(303,395,899)
Preferred dividend requirements	2,388,130		2,309,672		7,007,474		6,880,137
Net income (loss) attributable to Common Stockholders	$	376,156	$	(6,228,770)	$	(16,130,220)	$	(310,276,036)









Earnings (loss) Per Common Share:
Basic	$	0.02	$	(0.46)	$	(1.13)	$	(22.73)
Diluted	$	0.02	$	(0.46)	$	(1.13)	$	(22.73)
Weighted Average Shares of Common Stock Outstanding:
Basic	15,426,226		13,651,521		14,252,305		13,650,449
Diluted	15,426,226		13,651,521		14,252,305		13,650,449
Dividends declared per share	$	0.050	$	0.050	$	0.150	$	0.850

See accompanying Notes to Consolidated Financial Statements.


Table of Contents						Glossary of Defined Terms

CorEnergy Infrastructure Trust, Inc.

CONSOLIDATED STATEMENTS OF EQUITY


	Capital Stock			Preferred Stock		Additional Paid-in Capital		Retained Deficit		Total
	Shares	Amount		Amount
Balance at December 31, 2019	13,638,916	$	13,639	$	125,493,175	$	360,844,497	$	(9,611,872)	$	476,739,439
Net loss	—	—		—		—		(162,042,368)		(162,042,368)
Series A preferred stock dividends	—	—		—		(2,313,780)		—		(2,313,780)
Preferred stock repurchases(1)	—	—		(222,825)		7,932		52,896		(161,997)
Common Stock dividends	—	—		—		(10,238,640)		—		(10,238,640)
Common Stock issued upon exchange of convertible notes	12,605	13		—		419,116		—		419,129

Balance at March 31, 2020 (Unaudited)	13,651,521	$	13,652	$	125,270,350	$	348,719,125	$	(171,601,344)	$	302,401,783

Net loss	—	—		—		—		(137,434,433)		(137,434,433)



Series A preferred stock dividends	—	—		—		(2,309,672)		—		(2,309,672)

Common Stock dividends	—	—		—		(682,576)		—		(682,576)



Balance at June 30, 2020 (Unaudited)	13,651,521	$	13,652	$	125,270,350	$	345,726,877	$	(309,035,777)	$	161,975,102
Net loss	—	—		—		—		(3,919,098)		(3,919,098)
Series A preferred stock dividends	—	—		—		(2,309,672)		—		(2,309,672)
Common stock dividends	—	—		—		(682,576)		—		(682,576)


Balance at September 30, 2020 (Unaudited)	13,651,521	$	13,652	$	125,270,350	$	342,734,629	$	(312,954,875)	$	155,063,756
(1) In connection with the repurchase of Series A Preferred Stock during 2020, the deduction from preferred dividends of $52,896 represents the discount in the repurchase price paid compared to the carrying amount derecognized.

See accompanying Notes to Consolidated Financial Statements


Table of Contents						Glossary of Defined Terms

CONSOLIDATED STATEMENTS OF EQUITY (continued)


	Capital Stock			Class B Common Stock			Preferred Stock		Additional Paid-in Capital		Retained Deficit		Non-controlling Interest		Total
	Shares	Amount		Shares	Amount		Amount
Balance at December 31, 2020	13,651,521	$	13,652	—	$	—	$	125,270,350	$	339,742,380	$	(315,626,555)	$	—	$	149,399,827
Net income (loss)	—	—		—	—		—		—		(12,299,571)		1,605,308		(10,694,263)
Series A preferred stock dividends	—	—		—	—		—		(2,309,672)		—		—		(2,309,672)
Common Stock dividends	—	—		—	—		—		(682,576)		—		—		(682,576)
Equity attributable to non-controlling interest (Note 3)	—	—		—	—		—		—		—		115,323,036		115,323,036
Balance at March 31, 2021 (Unaudited)	13,651,521	$	13,652	—	$	—	$	125,270,350	$	336,750,132	$	(327,926,126)	$	116,928,344	$	251,036,352
Net income	—	—		—	—		—		—		412,539		2,014,870		2,427,409
Series A preferred stock dividends	—	—		—	—		—		(2,309,672)		—		—		(2,309,672)
Common Stock dividends	—	—		—	—		—		(682,576)		—		—		(682,576)
Reinvestment of dividends paid to common stockholders	21,805	21		—	—		—		132,774		—		—		132,795
Crimson cash distribution on A-1 Units	—	—		—	—		—		—		—		(604,951)		(604,951)
Crimson A-2 Units dividends payment in kind	—	—		—	—		—		—		—		(406,000)		(406,000)
Equity attributable to non-controlling interest	—	—		—	—		—		—		—		1,288,726		1,288,726
Balance at June 30, 2021 (Unaudited)	13,673,326	$	13,673	—	$	—	$	125,270,350	$	333,890,658	$	(327,513,587)	$	119,220,989	$	250,882,083
Net income	—	—		—	—		—		—		2,764,286		3,155,685		5,919,971
Series A preferred stock dividends	—	—		—	—		—		(2,388,130)		—		—		(2,388,130)
Common Stock dividends	—	—		—	—		—		(741,530)		—		—		(741,530)
Reinvestment of dividends paid to common stockholders	36,228	36		—	—		—		174,583		—		—		174,619
Common stock issued under director's compensation plan	3,399	3		—	—		—		22,497		—		—		22,500
Crimson cash distribution on A-1 Units	—	—		—	—		—		—		—		(841,950)		(841,950)
Crimson A-2 Units dividends payment in kind	—	—		—	—		—		—		—		(204,353)		(204,353)

Equity attributable to non-controlling interest	—	—		—	—		—		—		—		204,353		204,353
Series A preferred stock issued due to internalization transaction	—	—		—	—		4,255,325		(10,213)		—		—		4,245,112
Common Stock issued due to internalization transaction	1,153,846	1,154		—	—		—		7,094,999		—		—		7,096,153
Class B Common Stock issued due to internalization transaction	—	—		683,761	684		—		3,288,206		—		—		3,288,890
Balance at September 30, 2021 (Unaudited)	14,866,799	$	14,866	683,761	$	684	$	129,525,675	$	341,331,070	$	(324,749,301)	$	121,534,724	$	267,657,718
See accompanying Notes to Consolidated Financial Statements.


Table of Contents						Glossary of Defined Terms

CorEnergy Infrastructure Trust, Inc.

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)


	For the Nine Months Ended
	September 30, 2021		September 30, 2020
Operating Activities
Net loss	$	(2,346,883)	$	(303,395,899)
Adjustments to reconcile net loss to net cash provided by operating activities:
Deferred income tax, net	222,337		225,628
Depreciation, amortization and ARO accretion	11,530,460		12,441,775

Loss on impairment of leased property	—		140,268,379
Loss on impairment and disposal of leased property	5,811,779		146,537,547
Loss on termination of lease	165,644		458,297
Deferred rent receivable write-off, noncash	—		30,105,820
(Gain) loss on extinguishment of debt	861,814		(11,549,968)
Non-cash lease expense	373,847		—
Gain on sale of equipment	(16,508)		(3,542)







Changes in assets and liabilities:
Deferred rent receivable	—		(247,718)
Accounts and other receivables	702,251		1,040,064
Financing note accrued interest receivable	(8,780)		(11,293)
Inventory	(1,572,534)		—
Prepaid expenses and other assets	(2,409,857)		(1,056,726)
Due from affiliated companies, net	(188,578)		—
Management fee payable	(971,626)		(700,194)
Accounts payable and other accrued liabilities	987,899		(2,551,374)
Income tax liability	33,027		—
Operating lease liability	(496,900)		—
Unearned revenue	(439,106)		(838,422)
Net cash provided by operating activities	$	12,238,286	$	10,722,374
Investing Activities




Acquisition of Crimson Midstream Holdings, net of cash acquired	(69,002,053)		—
Acquisition of Corridor InfraTrust Management, net of cash acquired	952,487		—
Purchases of property and equipment, net	(15,024,412)		(885,711)
Proceeds from sale of property and equipment	97,210		7,500



Proceeds from insurance recovery	60,153		—
Principal payment on financing note receivable	113,595		43,333
Decrease in financing note receivable	26,849		—

Net cash used in investing activities	$	(82,776,171)	$	(834,878)
Financing Activities

Debt financing costs	(2,735,922)		—





Repurchases of Series A preferred stock	—		(161,997)
Dividends paid on Series A preferred stock	(7,007,474)		(6,933,124)
Dividends paid on Common Stock	(1,799,268)		(11,603,792)
Common stock issued under director's compensation plan	22,500		—
Cash paid for maturity of convertible notes	—		(1,676,000)
Cash paid for repurchase of convertible notes	—		(1,316,250)
Cash paid for settlement of Pinedale Secured Credit Facility	—		(3,074,572)
Distributions to non-controlling interest	(1,446,901)		—
Advances on revolving line of credit	19,000,000		—
Payments on revolving line of credit	(16,000,000)