| Summary of Preliminary Allocation of Purchase Price |
The following is a summary of a preliminary allocation of the purchase price:
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| Crimson Midstream Holdings, LLC |
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As of February 1, 2021 |
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Working Capital Changes |
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September 30, 2021 |
| Assets Acquired |
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| Cash and cash equivalents |
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$ |
6,554,921 |
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$ |
— |
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$ |
6,554,921 |
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| Accounts and other receivables |
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11,394,441 |
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— |
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11,394,441 |
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| Inventory |
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1,681,637 |
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— |
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1,681,637 |
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| Prepaid expenses and other assets |
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6,144,932 |
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— |
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6,144,932 |
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Property and equipment(1)
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332,174,531 |
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1,790,455 |
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333,964,986 |
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| Operating right-of-use asset |
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6,268,077 |
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— |
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6,268,077 |
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| Total assets acquired: |
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$ |
364,218,539 |
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$ |
1,790,455 |
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$ |
366,008,994 |
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| Liabilities Assumed |
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| Accounts payable and other accrued liabilities |
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$ |
13,790,011 |
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$ |
— |
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$ |
13,790,011 |
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| Operating lease liability |
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6,268,077 |
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— |
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6,268,077 |
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| Unearned revenue |
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315,000 |
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— |
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315,000 |
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| Total liabilities assumed: |
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$ |
20,373,088 |
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$ |
— |
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$ |
20,373,088 |
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Fair Value of Net Assets Acquired: |
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$ |
343,845,451 |
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$ |
1,790,455 |
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$ |
345,635,906 |
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Non-controlling interest at fair value(2)(3)
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$ |
115,323,036 |
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$ |
882,726 |
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$ |
116,205,762 |
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| (1) Amounts recorded for property and equipment include land, buildings, lease assets, leasehold improvements, furniture, fixtures and equipment. During the three months ended June 30, 2021, the Company recorded measurement period adjustments primarily related to the valuation of land. |
(2) Includes a non-controlling interest for Grier Members' equity consideration in the A-1, A-2 and A-3 Units (including the 37,043 newly issued A-1 Units) with a total fair value of $116.2 million. Refer to "Fair Value of Non-controlling Interest" below and Note 13 ("Stockholders' Equity") for further details. |
(3) In addition to the newly issued Class A-1 Units, CorEnergy also paid $907,728 in cash as a contribution to Crimson Midstream Holdings, LLC. |
The following is a summary of a preliminary allocation of the purchase price:
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| Corridor InfraTrust Management, LLC |
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As of July 6, 2021 |
| Assets Acquired |
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| Cash and cash equivalents |
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$ |
952,487 |
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| Accounts and other receivables |
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344,633 |
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| Prepaid expenses and other assets |
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14,184 |
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| Property and equipment |
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87,101 |
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| Operating right-of-use asset |
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453,396 |
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| Goodwill |
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14,491,152 |
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| Total assets acquired: |
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$ |
16,342,953 |
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| Liabilities Assumed |
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| Accounts payable and other accrued liabilities |
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$ |
1,259,402 |
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| Operating lease liability |
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453,396 |
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| Total liabilities assumed: |
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$ |
1,712,798 |
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Fair Value of Net Assets Acquired: |
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$ |
14,630,155 |
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| Pro Forma Results of Operations (Unaudited) |
The following selected comparative unaudited pro forma revenue information for the three and nine months ended September 30, 2021 and 2020 assumes that the Crimson acquisition occurred at the beginning of 2020, and reflects the full results for the period presented. The pro forma results have been prepared for comparative purposes only and do not purport to indicate the results of operations which would actually have occurred had the combination been in effect on the dates indicated, or which may occur in the future. These amounts have been calculated after applying the Company's accounting policies. The Company has excluded pro forma information related to net earnings (loss) as it is impracticable to provide the information as Crimson was part of a larger entity that was separated via a common control transfer at the closing of the Crimson Transaction. As a result, quarterly financial information has not been carved-out for the Crimson entities acquired in prior quarterly periods.
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Pro Forma Three Months Ended |
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Pro Forma Nine Months Ended |
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September 30, 2021 |
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September 30, 2020 |
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September 30, 2021 |
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September 30, 2020 |
| Revenues |
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$ |
37,028,882 |
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$ |
30,820,236 |
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$ |
101,153,981 |
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$ |
73,128,143 |
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