CorEnergy Infrastructure Trust, Inc. Annual report pursuant to Section 13 and 15(d)

Annual report pursuant to Section 13 and 15(d)

Fair Value of Other Securities

Fair Value of Other Securities

12 Months Ended

Dec. 31, 2014

The major components of net realized and unrealized gain or loss on trading securities for the years ended December 31, 2014, December 31, 2013 and November 30, 2012, and for the one-month transition period ended December 31, 2012, are as follows:



Major Components of Net Realized and Unrealized Gain (Loss) on Trading Securities
	For the Years Ended							For the One-Month Transition Period Ended
	December 31, 2014		December 31, 2013			November 30, 2012		December 31, 2012
Net unrealized gain on trading securities	$	—	$	—		$	3,985,269	$	4,663,211
Net realized gain (loss) on trading securities	—		(251,213		)	24,664		(6,432,269		)
Total net realized and unrealized gain (loss) on trading securities	$	—	$	(251,213	)	$	4,009,933	$	(1,769,058	)

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. The following tables provide the fair value measurements of applicable Company assets and liabilities by level within the fair value hierarchy as of December 31, 2014 and December 31, 2013. These assets and liabilities are measured on a recurring basis.



December 31, 2014
	December 31, 2014		Fair Value
	December 31, 2014		Level 1		Level 2		Level 3
Assets:
Other equity securities	$	9,572,181	$	—	$	—	$	9,572,181
Total Assets	$	9,572,181	$	—	$	—	$	9,572,181



December 31, 2013
	December 31, 2013		Fair Value
	December 31, 2013		Level 1		Level 2		Level 3
Assets:
Other equity securities	23,304,321		—		—		23,304,321
Total Assets	$	23,304,321	$	—	$	—	$	23,304,321

The changes for all Level 3 securities measured at fair value on a recurring basis using significant unobservable inputs for the years ended December 31, 2014, and December 31, 2013 are as follows:



Level 3 Rollforward
For the Year Ended 12/31/14	Fair Value Beginning Balance		Acquisitions		Disposals			Total Realized and Unrealized Gains Included in Net Income		Return of Capital Adjustments Impacting Cost Basis of Securities			Fair Value Ending Balance		Changes in Unrealized Gains, Included In Net Income, Relating to Securities Still Held ⁽¹⁾
Other equity securities	$	23,304,321	$	—	$	(13,245,379	)	$	139,612	$	(981,373	)	$	9,217,181	$	139,612
Warrant investment	—		97,500		—			257,500		—			355,000		257,500
Total	$	23,304,321	$	97,500	$	(13,245,379	)	$	397,112	$	(981,373	)	$	9,572,181	$	397,112

For the Year Ended 12/31/13
Other equity securities	$	19,707,126	$	—	$	—		$	5,292,890	$	(1,695,695	)	$	23,304,321	$	5,292,890
Total	$	19,707,126	$	—	$	—		$	5,292,890	$	(1,695,695	)	$	23,304,321	$	5,292,890

(1) Located in Net realized and unrealized gain on other equity securities in the Consolidated Statements of Income

On October 1, 2014, Natural Resource Partners L.P. completed its acquisition of VantaCore. The Company's portion of the sale proceeds was approximately $13.6 million, of which $2.9 million will be held in escrow pending certain post closing obligations or the expiration of certain time periods. The Company recorded a discount to the escrow receivable of approximately $370 thousand, resulting in the escrow receivable of approximately $2.4 million as of December 31, 2014. This results in disposals of other equity securities of approximately $13.2 million for the year ended December 31, 2014.

The Company utilizes the beginning of reporting period method for determining transfers between levels. There were no transfers between levels 1, 2 or 3 for the years ended December 31, 2014 and December 31, 2013.

In accordance with ASC 820, the Company fair values their derivative financial instruments. Please refer to Footnote 15, Interest Rate Hedge Swaps, for more information.

Valuation Techniques and Unobservable Inputs

The Company’s other equity securities, which represent securities issued by private companies, are classified as Level 3 assets. Significant judgment is required in selecting the assumptions used to determine the fair values of these investments. See Note 2, Significant Accounting Policies, for additional discussion.

At December 31, 2013 the Company’s investments in private companies were valued using one or a combination of the following valuation techniques: (i) analysis of valuations for publicly traded companies in a similar line of business (“public company analysis”), (ii) analysis of valuations for comparable M&A transactions (“M&A analysis”) and (iii) discounted cash flow analysis.

The public company analysis utilizes valuation multiples for publicly traded companies in a similar line of business as the portfolio company to estimate the fair value of such investment. Typically, the Company’s analysis focuses on the ratio of enterprise value to earnings before interest expense, income tax expense, depreciation and amortization (“EBITDA”) which is commonly referred to as an EV/EBITDA multiple. The Company selects a range of multiples given the trading multiples of similar publicly traded companies and applies such multiples to the portfolio company’s EBITDA to estimate the portfolio company’s trailing, proforma, projected or average (as appropriate) EBITDA to estimate the portfolio company’s enterprise value and equity value. The Company also selects a range of trading market yields of similar public companies and applies such yields to the portfolio company’s estimated distributable cash flow. When calculating these values, the Company applies a discount, when applicable, to the portfolio company’s estimated equity value for the size of the company and the lack of liquidity in the portfolio company’s securities. The M&A analysis utilizes valuation multiples for historical M&A transactions for companies or assets in a similar line of business as the portfolio company to estimate the fair value of such investment. Typically, the Company’s analysis focuses on EV/EBITDA multiples. The Company selects a range of multiples based on EV/EBITDA multiples for similar M&A transactions or similar companies and applies such ranges to the portfolio company’s analytical EBITDA to estimate the portfolio company’s enterprise value.

The discounted cash flow ("DCF") analysis is used to estimate the equity value for the portfolio company based on estimated DCF of such portfolio company. Such cash flows include an estimate of terminal value for the portfolio company. A present value of these cash flows is determined by using estimated discount rates (based on the Company’s estimate for weighted average cost of capital for such portfolio company).

Under all of these valuation techniques, the Company estimated operating results of its portfolio companies (including EBITDA). These estimates utilize unobservable inputs such as historical operating results, which may be unaudited, and projected operating results, which were based on expected operating assumptions for such portfolio company. The Company also consulted with management of the portfolio companies to develop these financial projections. These estimates were sensitive to changes in assumptions specific to such portfolio company as well as general assumptions for the industry. Other unobservable inputs utilized in the valuation techniques outlined above include: possible discounts for lack of marketability, selection of publicly-traded companies, selection of similar M&A transactions, selected ranges for valuation multiples, selected range of yields and expected required rates of return and weighted average cost of capital. The various inputs were weighted as appropriate, and other factors may have been weighted into the valuation, including recent capital transactions of the Company.

Changes in EBITDA multiples, or discount rates may change the fair value of the Company’s portfolio investments. Generally, a decrease in EBITDA multiples or DCF multiples, or an increase in discount rates, when applicable, may result in a decrease in the fair value of the Company’s portfolio investments.

Quantitative Table for Valuation Techniques used as of December 31, 2013

The following table summarizes the significant unobservable inputs that the Company used to value its portfolio investments categorized as Level 3 as of December 31, 2013.

Significant Unobservable Inputs Used To Value Portfolio Investments

December 31, 2013

Unobservable Inputs

Range

Weighted Average

Assets at Fair Value

Fair Value

Valuation Technique

Low

High

Other equity securities, at fair value

23,304,321

Public company historical EBITDA analysis

Historical EBITDA Valuation Multiples

9.6x

10.6x

10.1x

Public company projected EBITDA analysis

Projected EBITDA Valuation Multiples

8.3x

9.3x

8.8x

M&A company analysis

EV/LTM 2012 EBITDA

8.3x

9.3x

8.8x

Discounted cash flow

Weighted Average Cost of Capital

9.5%

14.0%

11.8%

For the year ended December 31, 2014, the Company’s investment in Lightfoot is its only remaining private company investment. Lightfoot in turn owns a combination of public and private investments. Therefor Lightfoot was valued using a combination of the following valuation techniques: (i) public share price of private companies investments, discounted for a lack of marketability and (ii) discounted cash flow analysis. Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of the Company’s investment may fluctuate from period to period. Additionally, the fair value of the Company’s investment may differ from the values that would have been used had a ready market existed for such investment and may differ materially from the values that the Company may ultimately realize.

As of both December 31, 2014 and December 31, 2013, the Company held a 6.7 percent equity interest in Lightfoot. As of December 31, 2013, the Company held a 11.1 percent equity interest in Vantacore.

Certain condensed combined financial information of the unconsolidated affiliates, Lightfoot, is presented in the following tables.



Assets	December 31, 2014		December 31, 2013
Current assets	$	25,783,000	$	23,535,000
Noncurrent assets	385,256,000		392,062,000
Total Assets	$	411,039,000	$	415,597,000
Liabilities
Current liabilities	$	14,317,000	$	15,342,000
Noncurrent liabilities	113,810,000		105,563,000
Total Liabilities	$	128,127,000	$	120,905,000

Partner's equity	282,912,000		294,692,000
Total liabilities and partner's equity	$	411,039,000	$	415,597,000



	For the Year Ending
	December 31, 2014		December 31, 2013
Revenues	$	54,906,000	$	47,841,000
Operating expenses	56,482,000		41,254,000
Other income (expenses)	10,632,000		12,907,000
Net income	$	9,056,000	$	19,494,000

EBITDA	$	25,753,000	$	39,184,000

For the year ended December 31, 2014, the Company’s Warrant Investment was valued using a binomial option pricing model. The key assumptions used in the binomial model are the fair value of equity of the underlying business; the Warrant's strike price; the expected volatility of equity; the time to the Warrant's expiry; the risk-free rate, and the expected dividend yields. Due to the inherent uncertainty of determining the fair value of the Warrant Investment, which does not have a readily available market, the assumptions used the binomial model to value the Company’s Warrant Investment were based on Level 2 and Level 3 inputs. These inputs, including the expected volatility and the fair value of equity of the underlying business, may vary significantly from period-to-period, and accordingly, the fair value as of December 31, 2014 may differ materially from the amount that the Company may ultimately realize.

The following section describes the valuation methodologies used by the Company for estimating fair value for financial instruments not recorded at fair value, but fair value is included for disclosure purposes only, as required under disclosure guidance related to the fair value of financial instruments.

Cash and Cash Equivalents — The carrying value of cash, amounts due from banks, federal funds sold and securities purchased under resale agreements approximates fair value.

Escrow Receivable — The escrow receivable due to the Company as of December 31, 2014, which relates to the sale of VantaCore Partners, LP, is anticipated to be released upon satisfaction of certain post-closing obligations and the expiration of certain time periods (50 percent to be released 12 months after close (October 1, 2014), and the other 50 percent released 18 months after close). The fair value of the escrow receivable is reflected net of a discount for the potential that the full amount due to the Company would not be realized.

Financing Notes Receivable — Based on the interest rates for similar financial instruments, the carrying value of the financing notes receivable are considered to approximate fair value.

Long-term Debt — The fair value of the Company’s long-term debt is calculated, for disclosure purposes, by discounting future cash flows by a rate equal to the expected market rate for an equivalent transaction.

Line of Credit — The carrying value of the line of credit approximates the fair value due to its short-term nature.



Carrying and Fair Value Amounts
	Level within fair value hierarchy	December 31, 2014				December 31, 2013
	Level within fair value hierarchy	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Financial Assets:
Cash and cash equivalents	Level 1	$	7,578,164	$	7,578,164	$	17,963,266	$	17,963,266
Escrow receivable	Level 2	$	2,438,500	$	2,438,500	$	—	$	—
Financing notes receivable	Level 2	$	20,687,962	$	20,687,962	$	—	$	—
Financial Liabilities:
Long-term debt	Level 2	$	67,060,000	$	67,060,000	$	70,000,000	$	70,000,000
Line of credit	Level 2	$	32,141,277	$	32,141,277	$	81,935	$	81,935

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

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