CorEnergy Infrastructure Trust, Inc. (NYSE: CORR, CORRPrA)
("CorEnergy" or the "Company") today announced financial results
for the third quarter, ended September 30, 2022.
Third Quarter 2022 and Recent Highlights
- Reported Total Revenue of $33.0 million for the three months
ended September 30, 2022.
- Generated Net Loss of $15.5 million, inclusive of a $16.2
million impairment to goodwill, and Adjusted EBITDA (a non-GAAP
financial measure) of $8.9 million.
- Transported an average of 164,748 barrels per day, versus
159,202 barrels per day the previous quarter.
- Began collecting rate increases at two Crimson
subsidiaries.
- Declared a third quarter 2022 Common Stock dividend of $0.05
per share and a 7.375% Series A Cumulative Redeemable Preferred
Stock dividend of $0.4609375 per depositary share. Both dividends
will be paid on November 30, 2022, to stockholders of record on
November 16, 2022.
Management Commentary
“Our third quarter was characterized by steady performance from
our predictable MoGas and Omega natural gas operations, where we
are also evaluating expansion opportunities. We also reported
improved volume on our Crimson assets as we continue to manage
through disruptions in the global oil supply chain and operational
issues with third-party infrastructure. We have initiated both cost
efficiency measures and tariff increases on our California
pipelines in response to this increased volatility, while
maintaining our 2022 outlook calling for adjusted EBITDA of between
$42.0 and $44.0 million,” said Dave Schulte, Chief Executive
Officer.
“We are also advancing our work in the new carbon capture and
sequestration market, where our California assets are well
positioned as a critical linkage between large carbon emission
sources and attractive storage reservoirs. CCS has emerged as a
particular focus in California due to the California Air Resources
Board making it a central pillar in its aggressive greenhouse gas
reduction plans and economic incentives from government entities at
both the federal and state levels that may be the best in the
nation.”
Third Quarter Performance Summary
Third quarter financial highlights are as follows:
For the Three Months
Ended
September 30, 2022
Per Share
Total
Basic
Diluted
Net Loss (Attributable to Common
Stockholders)
$
(18,490,882
)
$
(1.17
)
$
(1.17
)
Net Cash Provided by Operating
Activities
$
26,703,113
Adjusted Net Income1
$
1,096,465
Cash Available for Distribution (CAD)1
$
(1,006,756
)
Adjusted EBITDA2
$
8,882,866
Dividends Declared to Common
Stockholders
$
0.05
1 Non-GAAP financial measure.
Adjusted Net Income excludes special items of $405 thousand, which
are transaction costs; however, CAD has not been so adjusted.
Reconciliations of Adjusted Net Income and CAD, as presented, to
Net Loss and Net Cash Provided by Operating Activities are included
at the end of this press release. See Note 1 below for additional
information.
2 Non-GAAP financial measure.
Adjusted EBITDA excludes special items of $405 thousand, which are
transaction costs. Reconciliation of Adjusted EBITDA, as presented,
to Net Loss is included at the end of this press release. See Note
2 below for additional information.
Crimson Rate Increases
During the third quarter, Crimson filed for a tariff increase of
34.9% on its Southern California pipeline system and 10% on its KLM
pipeline. Both of these tariff filings were protested by shippers
and are proceeding through the CPUC process with resolution
expected in second half of 2023. The Company commenced collecting a
10% tariff increase on both systems after filing, subject to
refund, as allowed by the CPUC rules. The Company plans to file and
begin collecting an additional 10% increase on its Southern
California pipeline system in August 2023, for a total effective
increase of 21%, which represents the anniversary date of the
original filing for that system, assuming the rate case has not
been resolved by that time. CorEnergy believes Crimson's
cost-of-service fully justifies both requested increases.
Crimson filed for a Tariff increase of 10% increase on its SPB
system, but withdrew it due to increased volumes and general volume
variability on that line. The Company will continuously monitor its
cost-of-service and will file a rate increase on this system if
conditions warrant.
Business Development Activities
CorEnergy continues to seek opportunities for negotiated
transactions that could expand the Company's market reach or
REIT-qualifying revenue sources, including both traditional
infrastructure and potential alternative uses for its rights of
way. The Company intends to continue to prudently advance these
opportunities within our existing footprint or to enhance scale and
diversification; however there can be no assurances that any such
opportunities will be consummated on terms that are acceptable or
advantageous or at all.
Outlook
CorEnergy is maintaining its outlook for 2022:
- Expected Adjusted EBITDA of $42.0-$44.0 million, (see Note 2
below for additional details);
- Maintenance capital expenditures expected to be in the range of
$8.0 million to $9.0 million in 2022 (quarterly maintenance costs
are not expected to be uniform throughout the year due to project
timing); and
- The Company will continue to evaluate dividends, subject to
Board approval, on a quarterly basis in line with current
practices.
Dividend and Distribution Declarations
The Company currently expects to characterize at least some
portion of its 2022 Common Stock and Preferred Stock dividends as
Return of Capital for tax purposes.
Common Stock: A third quarter 2022
dividend of $0.05 per share was declared for CorEnergy's common
stock. The dividend will be paid on November 30, 2022, to
stockholders of record on November 16, 2022.
Preferred Stock: For the Company's
7.375% Series A Cumulative Redeemable Preferred Stock, a cash
dividend of $0.4609375 per depositary share was declared for the
third quarter. The preferred stock dividend, which equates to an
annual dividend payment of $1.84375 per depositary share, will be
paid on November 30, 2022, to stockholders of record on November
16, 2022.
Class A-1 Units: Pursuant to the
terms of the Crimson transaction, the holders of Crimson Class A-1
Units will receive a cash distribution of $0.4609375 per unit for
the third quarter based on the Company’s declared Series A
Preferred dividend for the quarter.
Class A-2 and Class A-3 Units:
Pursuant to the terms of the Crimson transaction, the holders of
Crimson Class A-2 and Class A-3 Units will not receive a cash
distribution for the third quarter, because no dividend was
declared on the underlying Class B Common Stock for the
quarter.
Third Quarter Results Call
CorEnergy will host a conference call on Thursday, November 10,
2022 at 10:00 a.m. Central Time to discuss its financial results.
The call may also include discussion of Company developments, and
forward-looking and other material information about business and
financial matters. To join the call, dial +1-973-528-0016 and
provide access code 977524 at least five minutes prior to the
scheduled start time. The call will also be webcast in a
listen-only format. A link to the webcast will be accessible at
corenergy.reit.
A replay of the call will be available until 10:00 a.m. Central
Time on December 9, 2022, by dialing +1-919-882-2331. The
Conference ID is 46842. A webcast replay of the conference call
will also be available on the Company’s website,
corenergy.reit.
About CorEnergy Infrastructure Trust, Inc.
CorEnergy Infrastructure Trust, Inc. (NYSE: CORR, CORRPrA) is a
real estate investment trust that owns and operates or leases
regulated natural gas transmission and distribution lines and crude
oil gathering, storage and transmission pipelines and associated
rights-of-way. For more information, please visit
corenergy.reit.
Forward-Looking Statements
With the exception of historical information, certain statements
contained in this press release may include "forward-looking
statements" within the meaning of Section 27A of the Securities Act
of 1933 and Section 21E of the Securities Exchange Act of 1934,
such as those pertaining to our guidance, pursuit of growth
opportunities, anticipated transportation volumes, expected rate
increases, planned capital expenditures, planned dividend payment
levels, capital resources and liquidity, and results of operations
and financial condition. You can identify forward-looking
statements by use of words such as "will," "may," "should,"
"could," "believes," "expects," "anticipates," "estimates,"
"intends," "projects," "goals," "objectives," "targets,"
"predicts," "plans," "seeks," or similar expressions or other
comparable terms or discussions of strategy, plans or intentions.
Although CorEnergy believes that the expectations reflected in
these forward-looking statements are reasonable, they do involve
assumptions, risks and uncertainties, and these expectations may
prove to be incorrect. Actual results could differ materially from
those anticipated in these forward-looking statements as a result
of a variety of factors, including, among others, changes in
economic and business conditions; a decline in oil production
levels; competitive and regulatory pressures; failure to realize
the anticipated benefits of the Crimson transaction; the risk that
CPUC approval is not obtained, is delayed or is subject to
unanticipated conditions that could adversely affect CorEnergy or
the expected benefits of the Crimson transaction; risks related to
the uncertainty of the projected financial information with respect
to Crimson; compliance with environmental, safety and other laws;
our continued ability to access debt and equity markets and comply
with existing debt covenants; risks associated with climate change;
risks associated with changes in tax laws and our ability to
continue to qualify as a REIT; and other factors discussed in
CorEnergy’s reports that are filed with the Securities and Exchange
Commission. You should not place undue reliance on these
forward-looking statements, which speak only as of the date of this
press release. Other than as required by law, CorEnergy does not
assume a duty to update any forward-looking statement. In
particular, any dividends paid in the future to our stockholders
will depend on the actual performance of CorEnergy, its costs of
leverage and other operating expenses and will be subject to the
approval of CorEnergy’s Board of Directors and compliance with
leverage covenants and other applicable requirements.
Notes
1 Management uses Adjusted Net Income as a measure of
profitability and CAD as a measure of long-term sustainable
performance. Adjusted Net Income and CAD are non-GAAP measures.
Adjusted Net Income represents net income (loss) adjusted for loss
on goodwill impairment, transaction-related costs, and gain on sale
of equipment. CAD represents Adjusted Net Income adjusted for
depreciation, amortization and ARO accretion (cash flows),
stock-based compensation, and deferred tax expense less
transaction-related costs, maintenance capital expenditures,
preferred dividend requirements, and mandatory debt amortization.
Reconciliations of Adjusted Net Income and CAD to Net Income (Loss)
and Net Cash Provided By Operating Activities, the most directly
comparable corresponding GAAP measures, are included in the
additional financial information attached to this press
release.
2 Management uses Adjusted EBITDA as a measure of operating
performance. Adjusted EBITDA represents net income (loss) adjusted
for items such as loss on impairment of goodwill,
transaction-related costs, depreciation, amortization and ARO
accretion expense, stock-based compensation, income tax expense,
interest expense and gain on the sale of equipment. The
reconciliation of Adjusted EBITDA to Net Income (Loss), the most
directly comparable GAAP measure, is included in the additional
financial information attached to this press release. Future period
non-GAAP guidance includes adjustments for special items not
indicative of our core operations, which may include, without
limitation, items included in the additional financial information
attached to this press release. Such adjustments may be affected by
changes in ongoing assumptions and judgments, as well as
nonrecurring, unusual or unanticipated charges, expenses or gains
or other items that may not directly correlate to the underlying
performance of our business operations. The exact amounts of these
adjustments are not currently determinable but may be significant.
It is therefore not practicable to provide the comparable GAAP
measures or reconcile this future period non-GAAP guidance to the
most comparable GAAP measures.
Consolidated Balance
Sheets
September 30, 2022
December 31, 2021
Assets
(Unaudited)
Property and equipment, net of accumulated
depreciation of $48,864,283 and $37,022,035, respectively (Crimson
VIE*: $337,470,077, and $338,452,392, respectively)
$
438,249,633
$
441,430,193
Leased property, net of accumulated
depreciation of $289,154 and $258,207, respectively
1,236,873
1,267,821
Financing notes and related accrued
interest receivable, net of reserve of $600,000 and $600,000,
respectively
904,743
1,036,660
Cash and cash equivalents (Crimson VIE:
$3,125,706 and $1,870,000, respectively)
21,776,263
12,496,478
Accounts and other receivables (Crimson
VIE: $7,654,757 and $11,291,749, respectively)
10,609,744
15,367,389
Due from affiliated companies (Crimson
VIE: $94,994 and $676,825, respectively)
94,994
676,825
Deferred costs, net of accumulated
amortization of $631,408 and $345,775, respectively
510,939
796,572
Inventory (Crimson VIE: $5,859,262 and
$3,839,865, respectively)
6,004,037
3,953,523
Prepaid expenses and other assets (Crimson
VIE: $3,946,389 and $5,004,566, respectively)
5,699,079
9,075,043
Operating right-of-use assets (Crimson
VIE: $4,755,606 and $5,647,631, respectively)
5,082,028
6,075,939
Deferred tax asset, net
111,681
206,285
Goodwill
—
16,210,020
Total Assets
$
490,280,014
$
508,592,748
Liabilities and Equity
Secured credit facilities, net of deferred
financing costs of $817,972 and $1,275,244, respectively
$
99,182,028
$
99,724,756
Unsecured convertible senior notes, net of
discount and debt issuance costs of $1,890,895 and $2,384,170,
respectively
116,159,105
115,665,830
Accounts payable and other accrued
liabilities (Crimson VIE: $14,935,627 and $9,743,904,
respectively)
19,596,670
17,036,064
Income tax payable
344,630
—
Due to affiliated companies (Crimson VIE:
$276,428 and $648,316, respectively)
276,428
648,316
Operating lease liability (Crimson VIE:
$4,653,594 and $5,647,036, respectively)
4,951,891
6,046,657
Unearned revenue (Crimson VIE: $205,790
and $199,405, respectively)
5,990,897
5,839,602
Total Liabilities
$
246,501,649
$
244,961,225
Equity
Series A Cumulative Redeemable Preferred
Stock 7.375%, $129,525,675 liquidation preference ($2,500 per
share, $0.001 par value); 10,000,000 authorized; 51,810 issued and
outstanding at September 30, 2022 and December 31, 2021
$
129,525,675
$
129,525,675
Common stock, non-convertible, $0.001 par
value; 15,176,911 and 14,893,184 shares issued and outstanding at
September 30, 2022 and December 31, 2021, respectively (100,000,000
shares authorized)
15,177
14,893
Class B Common Stock, $0.001 par value;
683,761 shares issued and outstanding at September 30, 2022 and
December 31, 2021, (11,896,100 shares authorized)
684
684
Additional paid-in capital
329,796,049
338,302,735
Retained deficit
(339,752,470
)
(327,157,636
)
Total CorEnergy Equity
119,585,115
140,686,351
Non-controlling interest (Crimson)
124,193,250
122,945,172
Total Equity
243,778,365
263,631,523
Total Liabilities and Equity
$
490,280,014
$
508,592,748
*Variable Interest Entity (VIE)
Consolidated Statements of
Operations (Unaudited)
For the Three Months
Ended
September 30, 2022
June 30, 2022
Revenue
Transportation and distribution
$
31,305,546
$
28,112,834
Pipeline loss allowance subsequent
sales
1,477,251
3,074,436
Lease
111,725
30,825
Other
67,164
303,341
Total Revenue
32,961,686
31,521,436
Expenses
Transportation and distribution
17,647,673
14,263,677
Pipeline loss allowance subsequent sales
cost of revenue
1,385,028
2,438,987
General and administrative
5,743,342
5,276,363
Depreciation, amortization and ARO
accretion
4,028,800
3,992,314
Loss on impairment of goodwill
16,210,020
—
Total Expenses
45,014,863
25,971,341
Operating Income (loss)
$
(12,053,177
)
$
5,550,095
Other Income (expense)
Other income
$
76,050
$
136,023
Interest expense
(3,483,208
)
(3,342,906
)
Total Other Expense
(3,407,158
)
(3,206,883
)
Income (loss) before income
taxes
(15,460,335
)
2,343,212
Taxes
Current tax expense
35,187
156,877
Deferred tax expense
6,182
16,209
Income tax expense, net
41,369
173,086
Net Income (loss)
(15,501,704
)
2,170,126
Less: Net income attributable to
non-controlling interest
601,048
966,671
Net income (loss) attributable to
CorEnergy
$
(16,102,752
)
$
1,203,455
Preferred stock dividends
2,388,130
2,388,130
Net loss attributable to Common
Stockholders
$
(18,490,882
)
$
(1,184,675
)
Net Loss Per Common Share:
Basic
$
(1.17
)
$
(0.08
)
Diluted
$
(1.17
)
$
(0.08
)
Weighted Average Shares of Common Stock
Outstanding:
Basic
15,773,469
15,673,703
Diluted
15,773,469
15,673,703
Dividends declared per common share
$
0.050
$
0.050
Consolidated Statements of
Cash Flows (Unaudited)
For the Nine Months
Ended
September 30, 2022
September 30, 2021
Operating Activities
Net loss
$
(8,966,821
)
$
(2,346,883
)
Adjustments to reconcile net loss to net
cash provided by operating activities:
Deferred income tax, net
94,604
222,337
Depreciation, amortization and ARO
accretion
11,997,781
10,337,639
Amortization of debt issuance costs
1,236,178
1,192,821
Goodwill impairment
16,210,020
—
Loss on impairment and disposal of leased
property
—
5,811,779
Loss on termination of lease
—
165,644
Loss on extinguishment of debt
—
861,814
Gain on sale of equipment
(39,678
)
(16,508
)
Stock-based compensation
384,383
22,500
Changes in assets and liabilities:
Accounts and other receivables
2,715,207
702,251
Financing note accrued interest
receivable
—
(8,780
)
Inventory
(2,050,514
)
(1,572,534
)
Prepaid expenses and other assets
4,296,890
(2,409,857
)
Due from affiliated companies, net
209,943
(188,578
)
Management fee payable
—
(971,626
)
Accounts payable and other accrued
liabilities
1,213,961
1,361,746
Income tax liability
344,630
33,027
Operating lease liability
(1,094,766
)
(496,900
)
Unearned revenue
151,295
(439,106
)
Net cash provided by operating
activities
$
26,703,113
$
12,260,786
Investing Activities
Acquisition of Crimson Midstream Holdings,
net of cash acquired
—
(69,002,053
)
Acquisition of Corridor InfraTrust
Management, net of cash acquired
—
952,487
Purchases of property and equipment
(7,759,603
)
(15,024,412
)
Proceeds from reimbursable projects
2,385,858
—
Proceeds from sale of property and
equipment
55,075
97,210
Proceeds from insurance recovery
—
60,153
Principal payment on financing note
receivable
131,917
113,595
Cash received from third parties for
reimbursable projects
—
26,849
Net cash used in investing activities
$
(5,186,753
)
$
(82,776,171
)
Financing Activities
Debt financing costs
—
(2,735,922
)
Dividends paid on Series A preferred
stock
(7,164,390
)
(7,007,474
)
Dividends paid on Common Stock
(1,644,549
)
(1,799,268
)
Distributions to non-controlling
interest
(2,427,636
)
(1,446,901
)
Advances on revolving line of credit
9,000,000
19,000,000
Payments on revolving line of credit
(4,000,000
)
(16,000,000
)
Principal payments on Crimson secured
credit facility
(6,000,000
)
(4,000,000
)
Net cash used in financing activities
$
(12,236,575
)
$
(13,989,565
)
Net change in Cash and Cash
Equivalents
9,279,785
(84,504,950
)
Cash and Cash Equivalents at beginning of
period
12,496,478
99,596,907
Cash and Cash Equivalents at end of
period
$
21,776,263
$
15,091,957
Supplemental Disclosure of Cash Flow
Information
Interest paid
$
8,802,697
$
10,206,280
Income taxes paid (net of refunds)
(12,055
)
(635,730
)
Non-Cash Investing Activities
In-kind consideration for the Grand Isle
Gathering System provided as partial consideration for the Crimson
Midstream Holdings acquisition
$
—
$
48,873,169
Crimson Credit Facility assumed and
refinanced in connection with the Crimson Midstream Holdings
acquisition
—
105,000,000
Equity consideration attributable to
non-controlling interest holder in connection with the Crimson
Midstream Holdings acquisition
—
116,205,762
Purchases of property, plant and equipment
in accounts payable and other accrued liabilities
2,249,585
—
Series A preferred stock issued due to
internalization transaction
—
4,245,112
Common Stock issued due to internalization
transaction
—
7,096,153
Class B Common Stock issued due to
internalization transaction
—
3,288,890
Non-Cash Financing Activities
Change in accounts payable and accrued
expenses related to debt financing costs
$
—
$
235,198
Crimson A-2 Units dividends
payment-in-kind
—
610,353
Reinvestment of Dividends Paid to Common
Stockholders
601,184
—
Dividend equivalents accrued on RSUs
34,145
—
Non-GAAP Financial Measurements
(Unaudited)
The following table presents a reconciliation of Net Income
(Loss), as reported in the Consolidated Statements of Operations,
to Adjusted Net Income and CAD:
For the Three Months
Ended
September 30, 2022
June 30, 2022
Net Income (loss)
$
(15,501,704
)
$
2,170,126
Add:
Loss on goodwill impairment
16,210,020
—
Transaction costs
405,149
221,241
Less:
Gain on the sale of equipment
17,000
22,678
Adjusted Net Income, excluding special
items
$
1,096,465
$
2,368,689
Add:
Depreciation, amortization and ARO
accretion (Cash Flows)
4,440,858
4,404,174
Stock-based compensation
233,024
151,359
Deferred tax expense
6,182
16,209
Less:
Transaction costs
405,149
221,241
Maintenance capital expenditures
1,180,794
1,475,433
Preferred dividend requirements - Series
A
2,388,130
2,388,130
Preferred dividend requirements -
Non-controlling interest
809,212
809,212
Mandatory debt amortization
2,000,000
2,000,000
Cash Available for Distribution
(CAD)
$
(1,006,756
)
$
46,415
The following table reconciles net cash provided by operating
activities, as reported in the Consolidated Statements of Cash
Flows to CAD:
For the Three Months
Ended
September 30, 2022
June 30, 2022
Net cash provided by operating
activities
$
8,051,926
$
10,070,603
Changes in working capital
(2,680,546
)
(3,351,413
)
Maintenance capital expenditures
(1,180,794
)
(1,475,433
)
Preferred dividend requirements
(2,388,130
)
(2,388,130
)
Preferred dividend requirements -
non-controlling interest
(809,212
)
(809,212
)
Mandatory debt amortization included in
financing activities
(2,000,000
)
(2,000,000
)
Cash Available for Distribution
(CAD)
$
(1,006,756
)
$
46,415
Other Special Items:
Transaction costs
$
405,149
$
221,241
Other Cash Flow Information:
Net cash used in investing activities
$
(3,275,513
)
$
(857,208
)
Net cash used in financing activities
(752,405
)
(4,749,222
)
The following table presents a reconciliation of Net Income
(Loss), as reported in the Consolidated Statements of Operations,
to Adjusted EBITDA:
For the Three Months
Ended
September 30, 2022
June 30, 2022
Net Income (loss)
$
(15,501,704
)
$
2,170,126
Add:
Loss on goodwill impairment
16,210,020
—
Transaction costs
405,149
221,241
Depreciation, amortization and ARO
accretion
4,028,800
3,992,314
Stock-based compensation
233,024
151,359
Income tax expense, net
41,369
173,086
Interest expense, net
3,483,208
3,342,906
Less:
Gain on the sale of equipment
17,000
22,678
Adjusted EBITDA
$
8,882,866
$
10,028,354
Source: CorEnergy Infrastructure Trust, Inc.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20221110005489/en/
CorEnergy Infrastructure Trust, Inc. Investor Relations Debbie
Hagen or Matt Kreps 877-699-CORR (2677) info@corenergy.reit
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