| CONDENSED FINANCIAL INFORMATION OF REGISTRANT |
SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT - CorEnergy Infrastructure Trust, Inc.
CONDENSED BALANCE SHEETS
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December 31, 2013 |
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November 30, 2012 |
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December 31, 2012 |
Assets |
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Leased property, net of accumulated depreciation of $3,790,570, $1,131,680, and $1,327,517 at December 31, 2013, November 30, 2012, and December 31, 2012, respectively |
$ |
15,374,167 |
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$ |
12,995,169 |
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$ |
17,592,988 |
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Investments |
135,574,270 |
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20,697,003 |
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151,857,174 |
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Cash and cash equivalents |
16,649,618 |
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14,289,425 |
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16,504,354 |
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Trading securities, at fair value |
— |
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55,219,411 |
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— |
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Due from subsidiary |
3,972,006 |
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— |
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— |
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Note receivable from subsidiary |
5,300,000 |
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3,800,000 |
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5,300,000 |
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Escrow receivable |
— |
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698,729 |
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— |
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Lease receivable |
711,229 |
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— |
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— |
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Intangible lease asset, net of accumulated amortization of $729,847, $413,580, and $437,908 at December 31, 2013, November 30, 2012, and December 31, 2012 respectively |
364,924 |
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681,191 |
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656,863 |
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Deferred debt issuance costs, net of accumulated amortization of $56,019, $0 and $448 at December 31, 2013, November 30, 2012, and December 31, 2012, respectively |
235,693 |
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— |
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41,262 |
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Deferred lease costs, net of accumulated amortization of $5,490, $0, and $172 at December 31, 2013, November 30, 2012, and December 31, 2012, respectively |
74,286 |
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— |
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79,604 |
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Income tax receivable |
512,060 |
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— |
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— |
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Prepaid expenses and other assets |
156,153 |
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2,078,724 |
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75,665 |
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Total Assets |
$ |
178,924,406 |
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$ |
110,459,652 |
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$ |
192,107,910 |
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Liabilities and Equity |
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Long-term debt |
$ |
— |
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$ |
— |
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$ |
— |
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Accounts payable and other accrued liabilities |
1,731,066 |
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2,060,972 |
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2,861,696 |
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Distributions payable to non-controlling interest |
— |
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— |
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— |
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Lease obligation |
— |
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— |
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— |
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Income tax liability |
— |
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— |
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3,855,947 |
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Deferred tax liability |
— |
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7,172,133 |
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2,396,043 |
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Line of credit |
— |
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— |
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— |
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Unearned revenue |
— |
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2,370,762 |
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2,133,685 |
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Total Liabilities |
$ |
1,731,066 |
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$ |
11,603,867 |
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$ |
11,247,371 |
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Equity |
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Warrants, no par value; 945,594 issued and outstanding at December 31, 2013, November 30, 2012, and December 31, 2012 (5,000,000 authorized) |
$ |
1,370,700 |
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$ |
1,370,700 |
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$ |
1,370,700 |
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Capital stock, non-convertible, $0.001 par value; 24,156,163 shares issued and outstanding at December 31, 2013, 9,190,667 shares issued and outstanding at November 30, 2012, and 24,140,667 shares issued and outstanding at December 31, 2012 (100,000,000 shares authorized) |
24,156 |
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9,191 |
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24,141 |
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Additional paid-in capital |
173,441,019 |
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91,763,475 |
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175,256,675 |
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Accumulated retained earnings |
1,580,062 |
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5,712,419 |
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4,209,023 |
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Accumulated other comprehensive income |
777,403 |
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— |
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— |
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Total Equity |
177,193,340 |
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98,855,785 |
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180,860,539 |
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Total Liabilities and Equity |
$ |
178,924,406 |
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$ |
110,459,652 |
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$ |
192,107,910 |
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SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT - CorEnergy Infrastructure Trust, Inc. - Continued
CONDENSED STATEMENTS OF INCOME AND CONSOLIDATED INCOME
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For the Years Ended |
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For the One-Month Transition Period Ended
December 31, 2012 |
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December 31, 2013 |
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November 30, 2012 |
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November 30, 2011 |
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Revenue |
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Lease revenue |
$ |
2,552,976 |
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$ |
2,552,975 |
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$ |
1,063,740 |
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$ |
212,748 |
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Earnings (loss) from subsidiary |
5,720,413 |
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356,336 |
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86,967 |
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(22,313 |
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Total Revenue |
8,273,389 |
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2,909,311 |
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1,150,707 |
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190,435 |
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Expenses |
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Management fees, net of expense reimbursements |
366,863 |
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1,046,796 |
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968,163 |
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155,242 |
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Asset acquisition expenses |
806,083 |
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377,834 |
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638,185 |
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64,734 |
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Professional fees |
198,562 |
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1,141,045 |
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548,759 |
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282,303 |
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Depreciation expense |
2,463,052 |
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837,371 |
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294,309 |
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195,838 |
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Amortization expense |
5,320 |
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— |
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— |
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172 |
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Directors’ fees |
24,788 |
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85,050 |
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70,192 |
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6,000 |
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Other expenses |
113,001 |
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232,248 |
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205,795 |
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27,500 |
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Total Expenses |
3,977,669 |
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3,720,344 |
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2,725,403 |
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731,789 |
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Operating Income (Loss) |
$ |
4,295,720 |
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$ |
(811,033 |
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$ |
(1,574,696 |
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$ |
(541,354 |
) |
Other Income (Expense) |
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Net distributions and dividend income |
$ |
6,681 |
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$ |
261,472 |
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$ |
786,151 |
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$ |
48,136 |
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Net realized and unrealized gain (loss) on trading securities |
— |
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4,009,933 |
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2,299,975 |
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(1,769,058 |
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Net realized and unrealized gain (loss) on other equity securities |
— |
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16,171,944 |
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2,283,773 |
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(159,495 |
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Other Income |
— |
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— |
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40,000 |
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— |
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Interest expense (income) |
(703,091 |
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54,661 |
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30,203 |
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1,768 |
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Total Other Income (Expense) |
709,772 |
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20,388,688 |
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5,379,696 |
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(1,882,185 |
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Income (Loss) before income taxes |
5,005,492 |
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19,577,655 |
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3,805,000 |
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(2,423,539 |
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Taxes |
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Current tax expense (benefit) |
(540,111 |
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29,265 |
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253,650 |
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3,855,947 |
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Deferred tax expense (benefit) |
1,043,264 |
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7,199,669 |
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629,207 |
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(4,776,090 |
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Income tax expense (benefit), net |
503,153 |
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7,228,934 |
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882,857 |
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(920,143 |
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Net Income (Loss) |
4,502,339 |
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12,348,721 |
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2,922,143 |
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(1,503,396 |
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Other comprehensive income: |
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Changes in fair value of qualifying hedges |
777,403 |
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— |
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— |
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— |
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Total Comprehensive Income |
$ |
5,279,742 |
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$ |
— |
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$ |
— |
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$ |
— |
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SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT - CorEnergy Infrastructure Trust, Inc. - Continued
CONDENSED STATEMENTS OF CASH FLOW
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For the Years Ended |
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For the One-Month Transition Period Ended
December 31, 2012 |
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December 31, 2013 |
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November 30, 2012 |
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November 30, 2011 |
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Net cash provided by operating activities |
$ |
(8,040,654 |
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$ |
9,391,301 |
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$ |
2,284,927 |
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$ |
223,494 |
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Investing Activities |
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Purchases of long-term investments of trading and other equity securities |
— |
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— |
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(38,060,281 |
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— |
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Proceeds from sale of long-term investment of trading and other equity securities |
— |
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9,983,169 |
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53,950,583 |
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26,085,740 |
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Deferred lease costs |
— |
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— |
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— |
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(796,649 |
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Investment in consolidated subsidiaries |
— |
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— |
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— |
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(108,300,100 |
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Cash distributions from consolidated subsidiaries |
19,337,911 |
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281,133 |
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71,023 |
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483,346 |
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Acquisition expenditures |
(1,651,956 |
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(942,707 |
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— |
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2,318 |
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Cash paid in business combination |
— |
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— |
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(12,250,000 |
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— |
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Net cash provided by investing activities |
$ |
17,685,955 |
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$ |
9,321,595 |
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$ |
3,711,325 |
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$ |
(82,525,345 |
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Financing Activities |
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Debt financing costs |
(30,002 |
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(1,054,302 |
) |
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— |
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— |
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Net offering proceeds |
(523,094 |
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— |
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— |
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84,516,780 |
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Dividends |
(8,946,941 |
) |
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(3,919,249 |
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(3,503,365 |
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— |
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Payments on long-term debt |
— |
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(2,188,000 |
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(1,221,000 |
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— |
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Net cash used in financing activities |
$ |
(9,500,037 |
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$ |
(7,161,551 |
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$ |
(4,724,365 |
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$ |
84,516,780 |
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Net Change in Cash and Cash Equivalents |
$ |
145,264 |
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$ |
11,551,345 |
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$ |
1,271,887 |
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$ |
2,214,929 |
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Cash and Cash Equivalents at beginning of period |
16,504,354 |
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2,738,080 |
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1,466,193 |
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14,289,425 |
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Cash and Cash Equivalents at end of period |
$ |
16,649,618 |
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$ |
14,289,425 |
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$ |
2,738,080 |
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$ |
16,504,354 |
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See accompanying notes to condensed financial statements. |
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Supplemental Disclosure of Cash Flow Information |
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Interest paid |
$ |
— |
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$ |
176,595 |
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$ |
176,595 |
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$ |
2,765 |
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Income taxes paid (net of refunds) |
$ |
3,761,161 |
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$ |
96,000 |
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$ |
253,650 |
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$ |
— |
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Non-Cash Investing Activities |
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Security proceeds from sale in long-term investment of other equity securities |
$ |
— |
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$ |
26,565,400 |
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$ |
— |
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$ |
23,046,215 |
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Reclassification of prepaid expenses and other assets to deferred lease costs |
$ |
— |
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$ |
— |
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$ |
— |
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$ |
753,940 |
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Reclassification of prepaid expenses and other assets to acquisition expenditures |
$ |
— |
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$ |
— |
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$ |
— |
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$ |
188,766 |
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Change in accounts payable and accrued expenses related to deferred lease costs |
$ |
— |
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$ |
— |
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$ |
— |
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$ |
(704,164 |
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Change in accounts payable and accrued expenses related to acquisition expenditures |
$ |
(1,407,724 |
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$ |
— |
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$ |
— |
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$ |
1,560,993 |
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Non-Cash Financing Activities |
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Reclassification of prepaid expenses and other assets to issuance of equity |
$ |
— |
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$ |
— |
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$ |
— |
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$ |
617,308 |
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Reclassification of prepaid expenses and other assets to deferred loan costs |
$ |
— |
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$ |
— |
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$ |
— |
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$ |
436,994 |
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Change in accounts payable and accrued expenses related to the issuance of equity |
$ |
(523,094 |
) |
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$ |
— |
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$ |
— |
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$ |
391,322 |
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Change in accounts payable and accrued expenses related to debt financing costs |
$ |
220,000 |
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$ |
— |
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$ |
— |
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$ |
(395,284 |
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Reinvestment of distributions by common stockholders in additional common shares |
$ |
108,119 |
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$ |
121,024 |
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$ |
252,242 |
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$ |
— |
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NOTES TO CONDENSED FINANCIAL STATEMENTS
NOTE A - BASIS OF PRESENTATION
In the parent-company-only financial statements, the Company's investment in subsidiaries is stated at cost plus equity in undistributed earnings of subsidiaries since the date of acquisition. The parent-company-only financial statements should be read in conjunction with the Company's consolidated financial statements.
NOTE B - DIVIDENDS FROM SUBSIDIARIES
Cash dividends paid to CorEnergy Infrastructure Trust, Inc. from the Company's consolidated subsidiaries were $19,337,911, $281,133, $71,023 and $483,346 for the years ended December 31, 2013, November 30, 2012 November 30, 2011 and for the one-month transition period ended December 31, 2012, respectively.
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