| CONDENSED FINANCIAL INFORMATION OF REGISTRANT |
CONDENSED FINANCIAL INFORMATION OF REGISTRANT
CorEnergy Infrastructure Trust, Inc.
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CONDENSED BALANCE SHEETS |
December 31, 2014 |
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December 31, 2013 |
Assets |
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Leased property, net of accumulated depreciation of $374,699 and$190,319 |
$ |
4,418,957 |
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$ |
4,847,569 |
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Leased property held for sale, net of accumulated depreciation of $5,878,933 and $3,600,251 |
8,247,916 |
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10,526,598 |
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Investments |
219,883,494 |
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135,574,270 |
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Cash and cash equivalents |
3,599,935 |
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16,649,618 |
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Due from subsidiary |
12,236,050 |
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3,972,006 |
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Note receivable from subsidiary |
95,300,000 |
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5,300,000 |
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Lease receivable |
— |
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711,229 |
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Intangible lease asset, net of accumulated amortization of $1,021,784 and $729,847 |
72,987 |
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364,924 |
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Deferred debt issuance costs, net of accumulated amortization of $69,772 and $56,019 |
1,645,887 |
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235,693 |
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Deferred lease costs, net of accumulated amortization of $10,808 and $5,490 |
68,968 |
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74,286 |
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Income tax receivable |
319,122 |
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512,060 |
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Prepaid expenses and other assets |
147,114 |
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156,153 |
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Total Assets |
$ |
345,940,430 |
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$ |
178,924,406 |
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Liabilities and Equity |
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Accounts payable and other accrued liabilities |
1,339,739 |
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1,035,628 |
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Management fees payable |
1,164,399 |
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695,438 |
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Due to affiliate |
274,715 |
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— |
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Line of credit |
32,000,000 |
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— |
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Unearned revenue |
711,230 |
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— |
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Total Liabilities |
$ |
35,490,083 |
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$ |
1,731,066 |
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Equity |
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Warrants, no par value; 0 and 945,594 issued and outstanding at December 31, 2014 and December 31, 2013 (5,000,000 authorized) |
$ |
— |
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$ |
1,370,700 |
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Capital stock, non-convertible, $0.001 par value; 46,605,055 and 24,156,163 shares issued and outstanding at December 31, 2014 and December 31, 2013 (100,000,000 shares authorized) |
46,605 |
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24,156 |
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Additional paid-in capital |
309,950,440 |
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173,441,019 |
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Accumulated retained earnings |
— |
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1,580,062 |
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Accumulated other comprehensive income |
453,302 |
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777,403 |
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Total Equity |
310,450,347 |
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177,193,340 |
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Total Liabilities and Equity |
$ |
345,940,430 |
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$ |
178,924,406 |
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SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT - CorEnergy Infrastructure Trust, Inc. - Continued
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CONDENSED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME |
For the Years Ended |
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For the One-Month Transition Period Ended
December 31, 2012 |
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December 31, 2014 |
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December 31, 2013 |
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November 30, 2012 |
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Revenue |
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Lease revenue |
$ |
2,552,976 |
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$ |
2,552,976 |
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$ |
2,552,975 |
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$ |
212,748 |
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Earnings (loss) from subsidiary |
6,730,060 |
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5,720,413 |
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356,336 |
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(22,313 |
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Total Revenue |
9,283,036 |
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8,273,389 |
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2,909,311 |
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190,435 |
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Expenses |
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Management fees, net of expense reimbursements |
195,517 |
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366,863 |
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1,046,796 |
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155,242 |
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Asset acquisition expenses |
304,527 |
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806,083 |
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377,834 |
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64,734 |
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Professional fees |
425,475 |
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198,562 |
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1,141,045 |
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282,303 |
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Depreciation expense |
2,463,062 |
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2,463,052 |
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837,371 |
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195,838 |
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Amortization expense |
5,318 |
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5,320 |
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— |
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172 |
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Directors’ fees |
15,245 |
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24,788 |
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85,050 |
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6,000 |
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Other expenses |
120,657 |
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113,001 |
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232,248 |
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27,500 |
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Total Expenses |
3,529,801 |
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3,977,669 |
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3,720,344 |
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731,789 |
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Operating Income (Loss) |
$ |
5,753,235 |
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$ |
4,295,720 |
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$ |
(811,033 |
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$ |
(541,354 |
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Other Income (Expense) |
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Net distributions and dividend income |
$ |
13,117 |
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$ |
6,681 |
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$ |
261,472 |
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$ |
48,136 |
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Net realized and unrealized gain (loss) on trading securities |
— |
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— |
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4,009,933 |
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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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— |
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16,171,944 |
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(159,495 |
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Interest income (expense) |
1,247,504 |
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703,091 |
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(54,661 |
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(1,768 |
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Total Other Income (Expense) |
1,260,621 |
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709,772 |
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20,388,688 |
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(1,882,185 |
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Income (Loss) before income taxes |
7,013,856 |
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5,005,492 |
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19,577,655 |
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(2,423,539 |
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Taxes |
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Current tax expense (benefit) |
— |
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(540,111 |
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29,265 |
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3,855,947 |
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Deferred tax expense (benefit) |
— |
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1,043,264 |
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7,199,669 |
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(4,776,090 |
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Income tax expense (benefit), net |
— |
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503,153 |
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7,228,934 |
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(920,143 |
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Net Income (Loss) |
7,013,856 |
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4,502,339 |
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12,348,721 |
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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 |
(324,101 |
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777,403 |
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— |
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— |
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Total Comprehensive Income |
$ |
6,689,755 |
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$ |
5,279,742 |
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$ |
12,348,721 |
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$ |
(1,503,396 |
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SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT - CorEnergy Infrastructure Trust, Inc. - Continued
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CONDENSED STATEMENTS OF CASH FLOW |
For the Years Ended |
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For the One-Month Transition Period Ended
December 31, 2012 |
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December 31, 2014 |
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December 31, 2013 |
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November 30, 2012 |
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Net cash provided by (used in) operating activities |
$ |
(2,077,777 |
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$ |
(8,040,654 |
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$ |
9,391,301 |
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$ |
223,494 |
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Investing Activities |
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Proceeds from sale of long-term investment of trading and other equity securities |
— |
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— |
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9,983,169 |
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26,085,740 |
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Issuance of note to subsidiary |
(90,000,000 |
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— |
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— |
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— |
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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 |
18,559,328 |
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19,337,911 |
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281,133 |
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483,346 |
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Acquisition expenditures |
(96,570,263 |
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(1,651,956 |
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(942,707 |
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2,318 |
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Net cash provided by (used in) investing activities |
$ |
(168,010,935 |
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$ |
17,685,955 |
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$ |
9,321,595 |
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$ |
(82,525,345 |
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Financing Activities |
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Debt financing costs |
(1,600,908 |
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(30,002 |
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(1,054,302 |
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— |
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Net offering proceeds |
141,797,913 |
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(523,094 |
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— |
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84,516,780 |
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Dividends |
(15,187,976 |
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(8,946,941 |
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(3,919,249 |
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— |
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Advances on revolving line of credit |
32,000,000 |
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— |
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— |
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— |
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Common stock issued under director's compensation plan |
30,000 |
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— |
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— |
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— |
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Payments on long-term debt |
— |
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— |
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(2,188,000 |
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— |
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Net cash provided by (used in) financing activities |
$ |
157,039,029 |
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$ |
(9,500,037 |
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$ |
(7,161,551 |
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$ |
84,516,780 |
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Net Change in Cash and Cash Equivalents |
$ |
(13,049,683 |
) |
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$ |
145,264 |
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$ |
11,551,345 |
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$ |
2,214,929 |
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Cash and Cash Equivalents at beginning of period |
16,649,618 |
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16,504,354 |
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2,738,080 |
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14,289,425 |
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Cash and Cash Equivalents at end of period |
$ |
3,599,935 |
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$ |
16,649,618 |
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$ |
14,289,425 |
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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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$ |
— |
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$ |
176,595 |
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$ |
2,765 |
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Income taxes paid (net of refunds) |
$ |
192,938 |
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$ |
3,761,161 |
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$ |
96,000 |
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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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$ |
— |
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$ |
26,565,400 |
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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 |
$ |
(344,065 |
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$ |
(1,407,724 |
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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 |
$ |
72,685 |
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$ |
(523,094 |
) |
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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 |
$ |
(176,961 |
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$ |
220,000 |
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$ |
— |
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$ |
(395,284 |
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Reinvestment of distributions by common stockholders in additional common shares |
$ |
140,108 |
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$ |
108,119 |
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$ |
121,024 |
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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 $18,559,328, $19,337,911, $281,133, and $483,346 for the years ended December 31, 2014, December 31, 2013, November 30, 2012 and for the one-month transition period ended December 31, 2012, respectively.
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