corr-20220630

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 June 30, 2022


☐			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 August 4, 2022, the registrant had 15,060,857 shares of Common Stock outstanding and 683,761 shares of Class B Common Stock outstanding.

CorEnergy Infrastructure Trust, Inc.

FORM 10-Q

FOR THE QUARTER ENDED JUNE 30, 2022

TABLE OF CONTENTS

____________________________________________________________________________________________


				Page No.
Glossary of Defined Terms				4
Forward-Looking Statements				7
PART I		FINANCIAL INFORMATION		9
	Item 1.	Financial Statements (unaudited)		9
		Consolidated Balance Sheets		9
		Consolidated Statements of Operations		10
		Consolidated Statements of Equity		11
		Consolidated Statements of Cash Flows		13
		Notes to Consolidated Financial Statements		15
		1.	Introduction and Basis of Presentation	15
		2.	Recent Accounting Pronouncements	15
		3.	Acquisitions	16
		4.	Transportation and Distribution Revenue	19
		5.	Leased Properties and Leases	20
		6.	Financing Notes Receivable	21
		7.	Income Taxes	22
		8.	Property and Equipment	23
		9.	Management Agreement	23

		10.	Commitments and Contingencies	24
		11.	Fair Value	24
		12.	Debt	25
		13.	Stockholders' Equity	26
		14.	Earnings (Loss) Per Share	30
		15.	Variable Interest Entity	30
		16.	Related Party Transactions	31

		17.	Subsequent Events	32
	Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations		33
	Item 3.	Quantitative and Qualitative Disclosures about Market Risk		58
	Item 4.	Controls and Procedures		58

PART II.		OTHER INFORMATION		59
	Item 1.	Legal Proceedings		59
	Item 1A.	Risk Factors		59
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		59
	Item 3.	Defaults Upon Senior Securities		59
	Item 4.	Mine Safety Disclosures		59
	Item 5.	Other Information		59
	Item 6.	Exhibits		60
Signatures				61

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, 2021.

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 six months ended June 30, 2022 are not necessarily indicative of the results that may be expected for the year ended December 31, 2022 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, 2021.


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.

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.

Cash Available for Distribution or CAD: the Company's earnings before interest, taxes, depreciation and amortization, less (i) cash interest expense, (ii) preferred stock 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.

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.

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.


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

Cox Oil: Cox Oil, LLC.

CPI: Consumer Price Index.

CPUC: California Public Utility Commission.

Crimson: Crimson Midstream Holdings, LLC, the indirect owner of CPUC regulated crude oil pipeline companies, of which the Company owns a 49.50 percent voting 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 and direct owner of CPUC regulated crude oil pipeline companies.

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 voting interest in Crimson effective February 1, 2021 with the right to acquire the remaining 50.50 percent voting 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.

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.


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

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.

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.

Omnibus Equity Incentive Plan: an equity incentive plan approved by CorEnergy Stockholders on May 25, 2022, to attract and retain the types of Employees, Consultants and Directors who will contribute to the Company’s long range success, provide incentives that align the interests of Employees, Consultants and Directors with those of the shareholders of the Company, and promote the success of the Company’s business.

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.

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

REIT: real estate investment trust.

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.

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 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 related governmental 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 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 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 customers' business, financial condition and results of operations;

•risks associated with security breaches through cyber attacks or acts of cyber terrorism or other cyber intrusions, or any other significant disruptions of our information technology (IT) networks and related systems;

•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;

•our ability to successfully implement our selective acquisition strategy;

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

•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 on key customers for significant revenues, and the risk of defaults by any such customers;


Table of Contents						Glossary of Defined Terms

•our customers' 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 our customers' 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.

•the loss of crude oil volumes on pipelines indirectly owned by Crimson due to lower than expected oil production in California or changes in customer shipping practices.

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, 2021, filed with the SEC on March 14, 2022, 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


	June 30, 2022		December 31, 2021
Assets	(Unaudited)
Property and equipment, net of accumulated depreciation of $44,870,127 and $37,022,035 (Crimson VIE*: $335,765,423, and $338,452,392, respectively)	$	437,328,908	$	441,430,193
Leased property, net of accumulated depreciation of $278,838 and $258,207	1,247,189		1,267,821

Financing notes and related accrued interest receivable, net of reserve of $600,000 and $600,000	950,034		1,036,660


Cash and cash equivalents (Crimson VIE: $501,055 and $1,870,000, respectively)	17,750,255		12,496,478
Accounts and other receivables (Crimson VIE: $8,577,791 and $11,291,749, respectively)	12,571,130		15,367,389


Due from affiliated companies (Crimson VIE: $231,105 and $676,825, respectively)	231,105		676,825
Deferred costs, net of accumulated amortization of $536,197 and $345,775	606,150		796,572




Inventory (Crimson VIE: $4,387,216 and $3,839,865, respectively)	4,540,818		3,953,523
Prepaid expenses and other assets (Crimson VIE: $3,931,105 and $5,004,566, respectively)	7,240,815		9,075,043
Operating right-of-use assets (Crimson VIE: $5,057,314 and $5,647,631, respectively)	5,374,148		6,075,939
Deferred tax asset, net	113,625		206,285
Goodwill	16,210,020		16,210,020
Total Assets	$	504,164,197	$	508,592,748
Liabilities and Equity





Secured credit facilities, net of deferred financing costs of $970,395 and $1,275,244	$	96,029,605	$	99,724,756
Unsecured convertible senior notes, net of discount and debt issuance costs of $2,055,320 and $2,384,170	115,994,680		115,665,830

Accounts payable and other accrued liabilities (Crimson VIE: $8,596,936 and $9,743,904, respectively)	17,399,201		17,036,064

Income tax payable	305,205		—


Due to affiliated companies (Crimson VIE: $343,105 and $648,316, respectively)	343,105		648,316
Operating lease liability (Crimson VIE: $4,849,887 and $5,647,036, respectively)	5,138,409		6,046,657
Unearned revenue (Crimson VIE $205,790 and $199,405, respectively)	6,120,397		5,839,602
Total Liabilities	$	241,330,602	$	244,961,225
Commitments and Contingencies (Note 10)
Equity

Series A Cumulative Redeemable Preferred Stock 7.375%, $129,525,675 and $129,525,675 liquidation preference ($2,500 per share, $0.001 par value), 10,000,000 authorized; 51,810 and 51,810 issued and outstanding at June 30, 2022 and December 31, 2021, respectively	$	129,525,675	$	129,525,675
Common stock, non-convertible, $0.001 par value; 15,060,857 and 14,893,184 shares issued and outstanding at June 30, 2022 and December 31, 2021, respectively (100,000,000 shares authorized)	15,060		14,893
Class B Common Stock, $0.001 par value; 683,761 and 683,761 shares issued and outstanding at June 30, 2022 and December 31, 2021, respectively (11,896,100 shares authorized)	684		684
Additional paid-in capital	332,588,181		338,302,735
Retained deficit	(323,649,718)		(327,157,636)

Total CorEnergy Equity	138,479,882		140,686,351
Non-controlling interest (Crimson)	124,353,713		122,945,172
Total Equity	262,833,595		263,631,523
Total Liabilities and Equity	$	504,164,197	$	508,592,748
*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 Six Months Ended
	June 30, 2022		June 30, 2021		June 30, 2022		June 30, 2021
Revenue
Transportation and distribution	$	28,112,834	$	28,100,343	$	57,874,188	$	49,395,482
Pipeline loss allowance subsequent sales	3,074,436		2,915,533		5,806,199		3,991,255
Lease	30,825		701,525		65,050		1,176,000

Other	303,341		579,177		648,350		774,339

Total Revenue	31,521,436		32,296,578		64,393,787		55,337,076
Expenses


Transportation and distribution	14,263,677		15,363,410		28,209,520		25,706,007
Pipeline loss allowance subsequent sales cost of revenue	2,438,987		2,223,646		4,631,636		3,172,502
General and administrative	5,276,363		5,381,654		10,419,228		15,218,447





Depreciation, amortization and ARO accretion	3,992,314		3,748,453		7,968,981		6,646,783

Loss on impairment and disposal of leased property	—		—		—		5,811,779
Loss on termination of lease	—		—		—		165,644

Total Expenses	25,971,341		26,717,163		51,229,365		56,721,162
Operating Income (loss)	5,550,095		5,579,415		$	13,164,422	$	(1,384,086)
Other Income (expense)
Other income	136,023		299,293		$	256,565	$	362,819



Interest expense	(3,342,906)		(3,295,703)		(6,489,761)		(6,226,710)
Loss on extinguishment of debt	—		—		—		(861,814)
Total Other Expense	(3,206,883)		(2,996,410)		(6,233,196)		(6,725,705)
Income (Loss) before income taxes	2,343,212		2,583,005		6,931,226		(8,109,791)
Taxes
Current tax expense	156,877		20,374		307,921		48,241
Deferred tax expense	16,209		135,222		88,422		108,822
Income tax expense, net	173,086		155,596		396,343		157,063
Net Income (loss)	2,170,126		2,427,409		6,534,883		(8,266,854)
Less: Net income attributable to non-controlling interest	966,671		2,014,870		3,026,965		3,620,178
Net income (loss) attributable to CorEnergy	$	1,203,455	$	412,539	$	3,507,918	$	(11,887,032)
Preferred stock dividends	2,388,130		2,309,672		4,776,260		4,619,344
Net loss attributable to Common Stockholders	$	(1,184,675)	$	(1,897,133)	$	(1,268,342)	$	(16,506,376)









Net Loss Per Common Share:
Basic	$	(0.08)	$	(0.14)	$	(0.08)	$	(1.21)
Diluted	$	(0.08)	$	(0.14)	$	(0.08)	$	(1.21)
Weighted Average Shares of Common Stock Outstanding:
Basic	15,673,703		13,659,667		15,637,515		13,655,617
Diluted	15,673,703		13,659,667		15,637,515		13,655,617
Dividends declared per common share	$	0.050	$	0.050	$	0.100	$	0.100

See accompanying Notes to Consolidated Financial Statements.


Table of Contents						Glossary of Defined Terms

CorEnergy Infrastructure Trust, Inc.

CONSOLIDATED STATEMENTS OF EQUITY


	Series A Cumulative Redeemable Preferred Stock		Common Stock			Class B Common Stock			Additional Paid-in Capital		Retained Deficit		Non-controlling Interest		Total
	Amount		Shares	Amount		Shares	Amount
Balance at December 31, 2021	$	129,525,675	14,893,184	$	14,893	683,761	$	684	$	338,302,735	$	(327,157,636)	$	122,945,172	$	263,631,523
Net income	—		—	—		—	—		—		2,304,463		2,060,294		4,364,757
Series A preferred stock dividends	—		—	—		—	—		(2,388,130)		—		—		(2,388,130)
Common stock dividends	—		—	—		—	—		(744,659)		—		—		(744,659)
Reinvestment of dividends paid to common stockholders	—		67,444	67		—	—		206,986		—		—		207,053
Crimson cash dividends on A-1 units	—		—	—		—	—		—		—		(809,212)		(809,212)

Balance at March 31, 2022 (Unaudited)	$	129,525,675	14,960,628	$	14,960	683,761	$	684	$	335,376,932	$	(324,853,173)	$	124,196,254	$	264,261,332
Net income	—		—	—		—	—		—		1,203,455		966,671		2,170,126
Series A preferred stock dividends	—		—	—		—	—		(2,388,130)		—		—		(2,388,130)
Common stock dividends	—		—	—		—	—		(748,031)		—		—		(748,031)
Reinvestment of dividends paid to common stockholders	—		69,312	69		—	—		196,082		—		—		196,151
Crimson cash distribution on A-1 Units	—		—	—		—	—		—		—		(809,212)		(809,212)
Stock-based compensation	—		30,917	31		—	—		151,328		—		—		151,359
Balance at June 30, 2022 (Unaudited)	129,525,675		15,060,857	$	15,060	683,761	$	684	$	332,588,181	$	(323,649,718)	$	124,353,713	$	262,833,595


	Series A Cumulative Redeemable Preferred Stock		Common Stock			Class B Common Stock			Additional Paid-in Capital		Retained Deficit		Non-controlling Interest		Total
	Amount		Shares	Amount		Shares	Amount
Balance at December 31, 2021	$	129,525,675	14,893,184	$	14,893	683,761	$	684	$	338,302,735	$	(327,157,636)	$	122,945,172	$	263,631,523
Net income	—		—	—		—	—		—		3,507,918		3,026,965		6,534,883
Series A preferred stock dividends	—		—	—		—	—		(4,776,260)		—		—		(4,776,260)
Common stock dividends	—		—	—		—	—		(1,492,690)		—		—		(1,492,690)
Reinvestment of dividends paid to common stockholders	—		136,756	136		—	—		403,068		—		—		403,204
Crimson cash dividends on A-1 units	—		—	—		—	—		—		—		(1,618,424)		(1,618,424)
Stock-based Compensation	—		30,917	31		—	—		151,328		—		—		151,359
Balance at June 30, 2022 (Unaudited)	129,525,675		15,060,857	15,060		683,761	684		332,588,181		(323,649,718)		124,353,713		262,833,595

See accompanying Notes to Consolidated Financial Statements.


Table of Contents						Glossary of Defined Terms


	Series A Cumulative Redeemable Preferred Stock		Common Stock			Additional Paid-in Capital			Retained Deficit	Non-controlling Interest		Total
	Amount		Shares	Amount
Balance at December 31, 2020	$	125,270,350	13,651,521	$	13,652		$	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)	$	125,270,350	13,651,521	$	13,652		$	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)	$	125,270,350	13,673,326	$	13,673		$	333,890,658		$	(327,513,587)	$	119,220,989	$	250,882,083


	Series A Cumulative Redeemable Preferred Stock		Common Stock			Additional Paid-in Capital		Retained Deficit		Non-controlling Interest		Total
	Amount		Shares	Amount
Balance at December 31, 2020	$	125,270,350	13,651,521	$	13,652	$	339,742,380	$	(315,626,555)	$	—	$	149,399,827
Net income (loss)	—		—	—		—		(11,887,032)		3,620,178		(8,266,854)
Series A preferred stock dividends	—		—	—		(4,619,344)		—		—		(4,619,344)
Common Stock dividends	—		—	—		(1,365,152)		—		—		(1,365,152)
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	—		—	—		—		—		116,611,762		116,611,762
Balance at June 30, 2021 (Unaudited)	$	125,270,350	13,673,326	$	13,673	$	333,890,658	$	(327,513,587)	$	119,220,989	$	250,882,083

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 Six Months Ended
	June 30, 2022		June 30, 2021
Operating Activities
Net income (loss)	$	6,534,883	$	(8,266,854)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Deferred income tax, net	88,422		108,822
Depreciation, amortization and ARO accretion	8,793,101		7,427,544



Loss on impairment and disposal of leased property	—		5,811,779
Loss on termination of lease	—		165,644

Loss on extinguishment of debt	—		861,814

Gain on sale of equipment	(22,678)		—
Stock-based compensation	151,359		—







Changes in assets and liabilities:

Accounts and other receivables	1,024,635		541,580
Financing note accrued interest receivable	—		(9,926)
Inventory	(587,295)		144,113
Prepaid expenses and other assets	2,487,362		(2,349,299)
Due from affiliated companies, net	140,509		(184,030)
Management fee payable	—		(666,856)
Accounts payable and other accrued liabilities	363,137		1,740,265
Income tax liability	305,205		—
Operating lease liability	(908,248)		(673,516)
Unearned revenue	280,795		(292,738)
Net cash provided by operating activities	$	18,651,187	$	4,358,342
Investing Activities




Acquisition of Crimson Midstream Holdings, net of cash acquired	—		(69,002,053)

Purchases of property and equipment	(4,141,485)		(9,275,334)

Proceeds from reimbursable projects	2,103,544		—
Proceeds from sale of property and equipment	38,075		79,600



Proceeds from insurance recovery	—		60,153
Principal payment on financing note receivable	86,626		70,417



Net cash used in investing activities	$	(1,913,240)	$	(78,067,217)
Financing Activities

Debt financing costs	—		(2,735,922)






Dividends paid on Series A preferred stock	(4,776,260)		(4,619,344)
Dividends paid on Common Stock	(1,492,690)		(1,232,357)

Reinvestment of Dividends Paid to Common Stockholders	403,204		—



Distributions to non-controlling interest	(1,618,424)		(604,951)


Table of Contents						Glossary of Defined Terms


	For the Six Months Ended
	June 30, 2022		June 30, 2021
Advances on revolving line of credit	4,000,000		8,000,000
Payments on revolving line of credit	(4,000,000)		(7,000,000)

Principal payments on Crimson secured credit facility	(4,000,000)		—




Net cash used in financing activities	$	(11,484,170)	$	(8,192,574)
Net change in Cash and Cash Equivalents	$	5,253,777	$	(81,901,449)
Cash and Cash Equivalents at beginning of period	12,496,478		99,596,907
Cash and Cash Equivalents at end of period	$	17,750,255	$	17,695,458

Supplemental Disclosure of Cash Flow Information
Interest paid	$