Quarterly report pursuant to Section 13 or 15(d)

ACQUISITIONS (Tables)

v3.22.1
ACQUISITIONS (Tables)
 3 Months Ended
Mar. 31, 2022
Business Combination and Asset Acquisition [Abstract]  
Summary of Preliminary Allocation of Purchase Price The following is a summary of the final allocation of the purchase price:
Crimson Midstream Holdings, LLC Final as of
March 31, 2022
Assets Acquired
Cash and cash equivalents $ 6,554,921 
Accounts and other receivables 11,394,441 
Inventory 1,681,637 
Prepaid expenses and other assets 6,144,932 
Property and equipment(1)
333,715,139 
Operating right-of-use asset 6,268,077 
Total assets acquired: $ 365,759,147 
Liabilities Assumed
Accounts payable and other accrued liabilities(1)
$ 13,540,164 
Operating lease liability 6,268,077 
Unearned revenue 315,000 
Total liabilities assumed: $ 20,123,241 
Fair Value of Net Assets Acquired:
 $ 345,635,906 
Non-controlling interest at fair value(2)(3)
$ 116,205,762 
(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 a $1.8 million working capital adjustment primarily related to the valuation of land. During the three months ended December 31, 2021, the Company recorded measurement period adjustments relating to (i) rights of way and pipelines, which resulted in $734 thousand additional depreciation for the year ended December 31, 2021 and (ii) accrued office lease in the amount of $250 thousand, which is netted against the $1.8 million working capital adjustment.
(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 14 ("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 the final allocation of the purchase price:
Corridor InfraTrust Management, LLC Final as of
March 31, 2022
Assets Acquired
Cash and cash equivalents $ 952,487 
Accounts and other receivables 344,633 
Prepaid expenses and other assets 14,184 
Property and equipment 87,101 
Operating right-of-use asset 453,396 
Goodwill 14,491,152 
Total assets acquired: $ 16,342,953 
Liabilities Assumed
Accounts payable and other accrued liabilities $ 1,259,402 
Operating lease liability 453,396 
Total liabilities assumed: $ 1,712,798 
Fair Value of Net Assets Acquired:
 $ 14,630,155 
Pro Forma Results of Operations (Unaudited)
The following selected comparative unaudited pro forma revenue information for the three months ended March 31, 2021 assumes that the Crimson acquisition occurred at the beginning of 2021, 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.
Pro Forma
Three Months Ended
March 31, 2021
Revenues $ 31,828,521