UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 12, 2020
CorEnergy Infrastructure Trust, Inc.
(Exact Name of Registrant as Specified in Its Charter)

Maryland		20-3431375	
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)	

1100 Walnut, Ste. 3350	Kansas City,	MO	64106	
(Address of Registrant's Principal Executive Offices)	(Zip Code)	

(816)		875-3705	
(Registrant's telephone number, including area code)	

Not Applicable	
(Former Name or Former Address, if Changed Since Last Report)	

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)	

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)	

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))	

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))	

Securities registered pursuant to Section 12(b) of the Act:	
Title of Each Class		Trading Symbol(s)		Name of Each Exchange On Which Registered	
Common Stock, par value $0.001 per share		CORR		New York Stock Exchange	
7.375% Series A Cumulative Redeemable Preferred Stock		CORRPrA		New York Stock Exchange	

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 
Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

	

						
Item 7.01	Regulation FD Disclosure.	

As discussed in the Press Release furnished as Exhibit 99.1 to this Form 8-K, CorEnergy Infrastructure Trust, Inc. (the “Company”) is presenting and holding meetings at REITworld on November 17, 2020, participating in the RBC Midstream and Energy Infrastructure Conference on November 18, 2020 and hosting meetings and a group session at the Sidoti Conference on November 19, 2020. A copy of the presentation will be posted on the Company's website and is furnished as Exhibit 99.2 to this Form 8-K. A webcast of the Sidoti presentation will be available at 1:45 pm Eastern Time on November 19, 2020 at www.corenergy.reit under the “Investors” link. The remaining presentations will not be webcast.

						
Item 9.01	Financial Statements and Exhibits.	

(d)	EXHIBITS.	
		
Exhibit No.	Description	
99.1	Press Release dated November 12, 2020	
99.2	Investor Presentation Slides	
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).	

	
SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 	CORENERGY INFRASTRUCTURE TRUST, INC.	 	
 	 	 	 	
Dated: November 12, 2020	By:	/s/ Rebecca M. Sandring	 	
 	 	Rebecca M. Sandring	 	
 	 	Secretary	 	

	

 

CorEnergy to Present at Upcoming Investor Conferences

KANSAS CITY, MO - November 12, 2020 - CorEnergy Infrastructure Trust, Inc. ("CorEnergy" or the "Company") today announced that members of its management team will participate in three upcoming virtual investor conference events during November 2020.

In preparation for these meetings, CorEnergy has created and filed an investor presentation on Form 8-K. The investor presentation will be available online at CorEnergy’s site www.corenergy.reit, clicking on the “Investors” link, and scrolling down to “Featured Presentation.” Investors wishing to meet with management at one of these upcoming conference events should contact their institutional sales representative or email CorEnergy Investor Relations at info@corenergy.reit to request a meeting.

November 17, 2020
Nareit REITworld: Virtual Annual Conference
CorEnergy will participate in one on one and small group meetings throughout the day. The Company will host a company presentation at 2:15 pm Central Time for REITworld participants.

November 18, 2020
2020 RBC Midstream and Energy Infrastructure Virtual Conference
CorEnergy will participate in one on one meetings throughout the day.

November 19, 2020
Sidoti Virtual Microcap Conference 2020
CorEnergy will present a group session at 1:45 pm Eastern Time and participate in one on one meetings throughout the day. A webcast of the presentation will be available at www.corenergy.reit under the “Investors” link.
About CorEnergy Infrastructure Trust, Inc.
CorEnergy Infrastructure Trust, Inc. (NYSE: CORR, CORRPrA), is a real estate investment trust (REIT) that owns critical energy assets, such as pipelines, storage terminals, and transmission and distribution assets. We receive long-term contracted revenue from operators of our assets, primarily under triple-net participating leases and from long term customer contracts. For more information, please visit corenergy.reit.
Forward-Looking Statements
This press release contains certain statements that 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. All statements, other than statements of historical fact, included herein are "forward-looking statements." 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 those 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

distribution 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.

Contact Information:
CorEnergy Infrastructure Trust, Inc.
Investor Relations
Debbie Hagen or Matt Kreps
877-699-CORR (2677)
info@corenergy.reit

Source: CorEnergy Infrastructure Trust, Inc.
1100 Walnut Street, Suite 3350, Kansas City, MO 64106 Main:816-875-3705  | Fax:816-875-5875  | corenergy.reit

INVESTOR OVERVIEW NOVEMBER 2020 1

 

Disclaimer This presentation contains certain statements that 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. All statements, other than statements of historical fact, included herein are "forward-looking statements." 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 those 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 presentation. Other than as required by law, CorEnergy does not assume a duty to update any forward- looking statement. In particular, any distribution 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. 2

 

CorEnergy Infrastructure Trust, Inc. The first and only publicly traded energy infrastructure REIT • Owns three core assets: Mogas, Omega and GIGS • Eligible assets include pipelines, storage terminals, offshore platforms, rights-of-way and electric transmission and distribution lines • Focused on deploying liquidity to diversify the portfolio and establish dividend coverage and stability • Market Cap: $68 million (NYSE: CORR) • Preferred Par: $125 million (NYSE: CORRPrA) • Convertible Debt: $118 million • Cash & Liquidity: $162 million • Common Dividend: $0.20 annualized Market cap data as of November 10, 2020. Q3 2020 quarterly dividend of $0.05 per common share to be paid on November 30, 2020. Cash and Liquidity reflects $104 million balance sheet cash, $58 million undrawn revolver for which the Company is in the process of working with lenders to obtain financial covenant waivers per the September 30, 2020 10-Q filing. 3

 

Infrastructure Assets Have Desirable Investment Characteristics Asset Fundamentals Investment Characteristics • Long-lived assets, critical to • High cash flow component to total return tenant/shipper operations • Attractive potential risk-adjusted returns • High barriers to entry with strategic • Diversification vs. other asset classes locations • Potential inflation protection • Contracts or tariffs provide predictable • REIT vehicle is tax efficient fee-based revenue streams • Limited direct sensitivity to commodity prices CorEnergy targets 8-10% total long-term return on assets 4

 

Key Value Drivers CORR is actively working 3 distinct opportunities to enhance shareholder value • Continued consistent performance of MoGas and Omega assets • Over 97% of revenue derived from fixed, take-or-pay transport contracts • Transportation and Distribution: $14.2 million YTD revenue, $4.1 million YTD expense, $10.1 million YTD transportation and distribution margin in 2020 • Expansion projects expected to add ~$3 million in annual revenue in 2021 • Address GIGS issues • Litigation has paused pending settlement negotiations • Ability to acquire new dividend generating assets • $162 million in liquidity plus asset financing available at September 30, 2020 • Focused on REIT qualifying entities in alignment with CORR’s PLR • Actively engaged in diligence toward transaction before year end Goal of establishing preferred and common dividend coverage in 2021 Cash and Liquidity reflects $104 million balance sheet cash, $58 million undrawn revolver for which the Company is in the process of working with lenders to obtain financial covenant waivers per the September 30, 2020 10-Q filing. 5

 

Key Value Drivers Deployment of cash and borrowing base to establish new level of reliable dividends, creating the opportunity to gain scale • MoGas and Omega assets forecasted to generate an additional $3 million in revenue for 2021 In Place • Resolution of GIGS rent (prior and forward) would provide additional dividend clarity • Deployment of existing cash and leverage at target In Process return would cover remainder of G&A costs, preferred and bond obligations, plus provide additional common dividend capability after borrowing costs • CORR has the ability to pursue larger transactions Additional through incremental debt and equity financing Scale This scenario is for illustration purposes only and not indicative of a specific outlook or transaction case. 6

 

Capital Costs Support Value Creation Potential Asset Description Value GIGS Subsea to onshore pipeline & storage terminal for oil & water $65 million (book value) MoGas Pipeline Interstate natural gas pipeline $125 million (investment) Omega Pipeline Natural gas utility supplying For Leonard Wood $6 million (investment) Cash Balance sheet at September 30, 2020 $104 million Total $300 million Liability Description Value Bonds 5.875% Convertible Senior Notes due 2025 $118 million (redemption) Preferred 7.375% Series A Cumulative Redeemable Preferred Stock $125 million (par value) Total $243 million Liquidity $104 million balance sheet cash, $58 million undrawn revolver $162 million Cash and Liquidity reflects $104 million balance sheet cash, $58 million undrawn revolver for which the Company is in the process of working with lenders to obtain financial covenant waivers per the September 30, 2020 10-Q filing. 7

 

CorEnergy’s Recent IRS Ruling Broadens Our Opportunity Set Energy Infrastructure Investment Vehicles REITs C-Corps MLPs Real Estate C- Tax Structure Investment Partnership Corporation Trust Entity Level No Yes No Tax Capacity Underlying Operating Operating Usage Exposure Businesses Businesses Revenues Federal Tax Schedule Form 1099 Form 1099 Reporting K-1 Generates No No Yes UBTI? Sources: Hunton Andrews Kurth, “Midstream REIT,” 2020; National Law Review, February 2020; Sidley Update November 19, 2019; Vinson & Elkins February 2020 8

 

Large Opportunities in Energy Infrastructure 3 2 1 OFFSHORE PLATFORM REIT qualifying assets include wires, pipes, storage and offshore platforms (Yellow flags represent assets currently owned or previously owned by CORR) (1) Portland Terminal sold December 2018 (2) EIP sold April 2015 (3) Pinedale LGS sold June 2020 9

 

10

 

CorEnergy Senior Management Dave Schulte Rick Green Chairman, Chief Executive Officer & President Chairman Emeritus Mr. Schulte has over 25 years of investment experience, Mr. Green has spent more than 30 years in the energy industry, including nearly 20 years in the energy industry. Previously, Mr. with 20 years as CEO of Aquila, Inc., an international electric Schulte was a co-founder and Managing Director of Tortoise and gas utility business and national energy marketing and Capital Advisors, an investment advisor with $16 billion under trading business. During his tenure, Mr. Green led the strategy management. and a Managing Director at Kansas City Equity and successful business expansion of Aquila, Inc. to a Fortune Partners (KCEP). Before joining KCEP, he spent five years as 30 company, valued at $13 billion. an investment banker at the predecessor of Oppenheimer & Co. Jeff Fulmer Becky Sandring Executive Vice President Executive Vice President, Secretary & Treasurer Mr. Fulmer is a petroleum engineer and professional geologist Ms. Sandring has over 20 years of experience in the energy with more than 30 years of energy industry experience. Prior to industry with expertise in business valuations, project and joining CorEnergy, Mr. Fulmer spent six years as a Senior corporate finance, process efficiency and implementation of Advisor with Tortoise Capital Advisors, led a post 9/11 critical complex REIT and GAAP structures. Prior to CorEnergy, Ms. infrastructure team for the U.S. Department of Defense, and Sandring was a Vice President with The Calvin Group. From held leadership and technical positions with Statoil Energy, 1993-2008, Ms. Sandring held various roles at Aquila Inc, and ARCO Oil and Tenneco Oil Exploration and Production. its predecessors. Rick Kreul Sean DeGon President, MoGas, LLC & MoWood, LLC Vice President Mr. Kreul, a mechanical engineer with more than 35 years of Mr. DeGon is a chemical engineer with nearly 20 years of energy industry experience, serves as President of energy industry experience. Prior to joining CorEnergy in 2017, CorEnergy’s wholly-owned subsidiaries, MoWood, LLC and Mr. DeGon was a Director at IHS Markit where he led and MoGas Pipeline, LLC. Previously, Mr. Kreul served as Vice participated in well over 100 consulting projects focused on President of Energy Delivery for Aquila, Inc., Vice President for liquid storage terminals, pipelines, refineries, processing Inergy, L.P., and various engineering and management roles facilities and other energy assets, primarily in the U.S. and the with Mobil Oil. rest of the Americas. Jeff Teeven Kristin Leitze Vice President, Finance Chief Accounting Officer Mr. Teeven has more than 20 years of experience in private Ms. Leitze has nearly 15 years of experience in the accounting equity management and mergers and acquisitions in multiple profession. Previously, Ms. Leitze was Director and Manager of sectors including energy. He served as a founding partner of SEC Reporting and Compliance at CVR Energy, a diversified Consumer Growth Partners, a private equity firm focused on holding company engaged in the petroleum refining and the specialty retail and branded consumer products sectors, as nitrogen fertilizer manufacturing industries. She is a C.P.A. and well as 10 years with Kansas City Equity Partners (KCEP). has served as an auditor with PricewaterhouseCoopers, LLP. 11

 

Financial Metrics: 2020 YTD For the Three Months Ended For the Nine Months Ended September 30, September 30, September 30, September 30 2020 2019 2020 2019 Revenue Lease revenue $ 20,126 $ 16,984,903 $ 21,320,998 $ 50,338,489 Deferred rent receivable write-off — — (30,105,820) — Transportation and distribution revenue 4,573,155 4,068,338 14,156,361 13,808,064 Financing revenue 32,099 28,003 88,319 89,532 Total Revenue 4,625,380 21,081,244 5,459,858 64,236,085 Expenses Transportation and distribution expenses 1,438,443 1,116,194 4,035,807 3,866,092 General and administrative 2,793,568 2,494,240 10,195,635 8,104,502 Depreciation, amortization and ARO accretion expense 2,169,806 5,645,342 11,479,799 16,935,688 Loss on impairment of leased property — — 140,268,379 — Loss on impairment and disposal of leased property — — 146,537,547 — Loss on termination of lease — — 458,297 — Total Expenses 6,401,817 9,255,776 312,975,464 28,906,282 Operating Income (Loss) $ (1,776,437) $ 11,825,468 $ (307,515,606) $ 35,329,803 Other Income (Expense) Net distributions and other income $ 29,654 $ 360,182 $ 449,512 $ 902,056 Interest expense (2,247,643) (2,777,122) (8,053,650) (7,582,199 Gain (loss) on extinguishment of debt — (28,920,834) 11,549,968 (33,960,565 Total Other Income (Expense) (2,217,989) (31,337,774) 3,945,830 (40,640,708 Loss before income taxes (3,994,426) (19,512,306) (303,569,776) (5,310,905 Taxes Current tax expense (benefit) (2,431) (1,270) (399,505) 352,474 Deferred tax expense (benefit) (72,897) (91,436) 225,628 64,854 Income tax expense (benefit), net (75,328) (92,706) (173,877) 417,328 Net Loss attributable to CorEnergy Stockholders (3,919,098) (19,419,600) (303,395,899) (5,728,233 Preferred dividend requirements 2,309,672 2,313,780 6,880,137 6,941,688 Net Loss attributable to Common Stockholders $ (6,228,770) $ (21,733,380) $ (310,276,036) $ (12,669,921 Loss Per Common Share: Basic $ (0.46) $ (1.65) $ (22.73) $ (0.98 Diluted $ (0.46) $ (1.65) $ (22.73) $ (0.98 Weighted Average Shares of Common Stock Outstanding: Basic 13,651,521 13,188,546 13,650,449 12,870,357 Diluted 13,651,521 13,188,546 13,650,449 12,870,357 Dividends declared per share $ 0.050 $ 0.750 $ 0.850 $ 2.250 12

 

Non-GAAP Financial Metrics: FFO/AFFO Reconciliation For the Three Months Ended For the Nine Months Ended September 30, September 30, September 30, September 30 2020 2019 2020 2019 Net Loss attributable to CorEnergy Stockholders $ (3,919,098) $ (19,419,600) $ (303,395,899) $ (5,728,233 Less: Preferred Dividend Requirements 2,309,672 2,313,780 6,880,137 6,941,688 Net Loss attributable to Common Stockholders $ (6,228,770) $ (21,733,380) $ (310,276,036) $ (12,669,921 Add: Depreciation 2,045,651 5,511,367 11,080,993 16,533,762 Amortization of deferred lease costs 7,641 22,983 53,607 68,949 Loss on impairment of leased property — — 140,268,379 — Loss on impairment and disposal of leased property — — 146,537,547 — Loss on termination of lease — — 458,297 — NAREIT funds from operations (NAREIT FFO) $ (4,175,478) $ (16,199,030) $ (11,877,213) $ 3,932,790 Less: Income tax (expense) benefit from investment securities — (45,205) 149,585 (203,910 Funds from operations adjusted for securities investments (FFO) $ (4,175,478) $ (16,153,825) $ (12,026,798) $ 4,136,700 Add: Deferred rent receivable write-off — — 30,105,820 — (Gain) loss on extinguishment of debt — 28,920,834 (11,549,968) 33,960,565 Transaction costs 946,817 14,799 1,145,807 157,380 Amortization of debt issuance costs 308,061 313,022 961,975 893,084 Accretion of asset retirement obligation 116,514 110,992 345,199 332,977 Income tax expense (benefit) (75,328) (137,911) (24,292) 213,418 Adjusted funds from operations (AFFO) $ (2,879,414) $ 13,067,911 $ 8,957,743 $ 39,694,124 Weighted Average Shares of Common Stock Outstanding: Basic 13,651,521 13,188,546 13,650,449 12,870,357 Diluted 13,651,521 15,609,545 13,650,449 15,197,745 13