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CRITICAL ACCOUNTING ESTIMATES

The financial statements included in this Report are based on the selection and application of critical accounting policies, which require management to make significant estimates and assumptions. Critical accounting policies are those that are both important to the presentation of our financial condition and results of operations and require management's most difficult, complex, or subjective judgments. The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities, recognition of distribution income, and disclosure of contingent assets and liabilities at the date of the consolidated financial statements. Actual results could differ from those estimates.

A discussion of our critical accounting estimates is presented under the heading "Critical Accounting Estimates" in Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K for the year ended December 31, 2018, as previously filed with the SEC. No material modifications have been made to our critical accounting estimates.



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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Our business activities contain elements of market risk. Historically, we have considered fluctuations in the value of our securities portfolio and fluctuations in interest rates to be our principal market risks. As of ~~June~~September 30, 2019, there were no material changes to our market risk exposure as compared to the end of our preceding fiscal year ended December 31, 2018 except that we no longer hold investments in other equity securities.

Long-term debt used to finance our acquisitions may be based on floating or fixed rates. As of ~~June~~September 30, 2019, we had long-term debt (net of current maturities) with a carrying value of ~~$32.0~~$147.2 million, all of which represents fixed-rate debt. Borrowings under our CorEnergy Revolver are variable rate, based on a LIBOR pricing spread. There were no outstanding borrowings under the CorEnergy Revolver at ~~June~~September 30, 2019, and accordingly, no market risk exposure on outstanding variable-rate debt.

We consider the management of risk essential to conducting our businesses. Accordingly, our risk management systems and procedures are designed to identify and analyze our risks, to set appropriate policies and limits and to continually monitor these risks and limits by means of reliable administrative and information systems and other policies and programs.

ITEM 4. CONTROLS AND PROCEDURES

Conclusion Regarding Effectiveness of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Accounting Officer (our principal executive and principal financial officers, respectively), we have evaluated the effectiveness of our disclosure controls and procedures, as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended, as of the end of the period covered by this Report. Based on that evaluation, these officers concluded that our disclosure controls and procedures were effective to ensure that the information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized, and reported within the time periods specified in the SEC rules and forms, and is accumulated and communicated to our management, including our Chief Executive Officer and Chief Accounting Officer, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act, that occurred during the quarterly period ending ~~June~~September 30, 2019 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.



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PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

As discussed in further detail in Part I, Item 1, Note 3 ("Leased Properties And Leases") in this Report, the Company initiated litigation on March 26, 2019 to enforce the terms of the Grand Isle Lease Agreement requiring that we be provided with copies of certain financial statement information that we are required to file pursuant to SEC Regulation S-X, as described in Section 2340 of the SEC Financial Reporting Manual, in the case CorEnergy Infrastructure Trust, Inc. and Grand Isle Corridor, LP v. Energy XXI Gulf Coast, Inc. and Energy XXI GIGS Services, LLC, Case No. 01-19-0228-CV in the 11th District Court of Harris County, Texas. The Company sought and obtained a temporary restraining order mandating that our tenant deliver the required financial statements. On April 1, 2019, that order was stayed pending an appeal by the tenant to the Texas First District Court of Appeals in Houston. The Company believes that it is entitled to such relief and will continue to pursue this litigation and all viable options to obtain and file the necessary tenant financial statements.

ITEM 1A. RISK FACTORS

Part I, Item 1A, "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2018, sets forth information relating to important risks and uncertainties that could materially adversely affect our business, financial condition, or operating results. Those risk factors continue to be relevant to an understanding of our business, financial condition, and operating results for the quarter ended ~~June~~September 30, 2019. There have been no material changes to the risk factors contained in our Annual Report on Form 10-K for the year ended December 31, 2018, as supplemented by the disclosures contained in Part II, Item 1A, "Risk Factors", in our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2019 and June 30, 2019, except as set forth below:

~~The ongoing refusal of EGC and Cox Oil~~Risks Related to provide financial statements to us in accordance with the terms of the Grand Isle Lease Agreement has adversely impacted the use of our effective registration statements on Form S-3 and Form S-8 to register the offer and sale of securities. The lack of EGC financial statement information has also limited our ability to issue registered common stock to participants in our dividend reinvestment plan and to use our common stock as a component of compensation for our independent directors. The refusal by EGC and Cox Oil will also either prevent or make more costly our efforts to raise future capital if we are unable to use our universal shelf registration statement on Form S-3.

Under applicable SEC rules, an issuer loses the privilege of using "short form" Form S-3 or Form S-8 registration statements to offer and sell securities unless it has timely filed all periodic and other reports required to be filed under the Exchange Act after the initial filing of such a registration statement. As described elsewhere in this Report, EGC and Cox Oil have refused to provide the financial statement information concerning EGC required to be filed by us pursuant to SEC Regulation S-X, as described in Section 2340 of the SEC Financial Reporting Manual. We believe that EGC and Cox Oil are required to provide us with this information, for inclusion in our SEC reports, pursuant to the terms of the Grand Isle Lease Agreement. The refusal of EGC and Cox Oil to provide these financial statements has adversely impacted our ability to use our currently effective shelf registration statements on Form S-3. In addition, we do not expect that the SEC will declare effective any registration statement that we file on any other form in connection with an offering so long as we remain unable to amend our Form 10-K for the year ended December 31, 2018 to include the required financial statements of EGC. These circumstances will either prevent or make more costly our efforts to raise future capital through the issuance of our equity and debt securities on a rapid basis. This action by EGC and Cox Oil could also have a negative impact on executing potential acquisitions or other transactions in a timely and efficient manner. While we may be able to raise additional capital through bank financing, private placement transactions or other means, these alternatives could increase both our financing costs and the amount of time required to complete a transaction, and there is no guarantee that we would succeed in raising the additional capital required on a timely basis.

Our dividend reinvestment plan is registered under the Securities Act pursuant to a Form S-3D. As previously disclosed in our Current Report on Form 8-K filed on April 24, 2019, as a result of the refusal by EGC and Cox Oil to provide financial information, we have suspended our dividend reinvestment plan and currently are paying quarterly common stock dividends entirely in cash. Furthermore, the issuance of common stock to our independent directors as a portion of their compensation is registered under the Securities Act pursuant to a Form S-8. We have similarly suspended the issuance of these registered shares under the Company's Director Compensation Plan as a result of our inability to file the required EGC financial statements.

We have engaged in dialogue with the staff of the SEC in an effort to shorten the period during which we do not use these registration statements. We do not expect this period to be shortened until the EGC financial statement information has been received and filed. There is no assurance that we will be successful in obtaining such relief.



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The Grand Isle Gathering System and the Pinedale LGS constitute the largest components of our leased infrastructure real property assets and associated lease revenues and will materially impact the results of our business.

The Grand Isle Gathering System represented approximately 36 percent of our total assets as of June 30, 2019, and the lease under the Grand Isle Lease Agreement with the EGC Tenant represented approximately 47 percent of our total revenue for the three and six months ended June 30, 2019. The Pinedale LGS represented approximately 29 percent of our total assets as of June 30, 2019, and the lease payments under the Pinedale Lease Agreement with Ultra Wyoming represented approximately 30 percent of our total revenue for the three and six months ended June 30, 2019. Accordingly, the financial condition of these tenants and related parent guarantors and the ability and willingness of each to satisfy their obligations under the respective lease agreements and guaranties will have an ongoing material impact on our results of operations, ability to service our indebtedness and ability to make distributions.

EGC, the corporate parent and guarantor of the obligations of EGC Tenant under the Grand Isle Lease Agreement and certain entities affiliated with it filed for bankruptcy on April 14, 2016. The EGC Tenant did not file for bankruptcy. On December 13, 2016, EGC announced the confirmation of its Plan of Reorganization by the bankruptcy court and, effective December 30, 2016, EGC emerged from its bankruptcy reorganization under the successor company name Energy XXI Gulf Coast, Inc., and we entered into related agreements effective December 30, 2016 pursuant to which the new EGC entity succeeded to the rights and obligations of pre-bankruptcy EGC under the original purchase agreement for the GIGS and as guarantor of the obligations of our tenant under the Grand Isle Lease Agreement. All payments due to us from the EGC Tenant were timely paid throughout the bankruptcy proceedings. EGC subsequently was acquired by an affiliate of Cox Oil, effective October 18, 2018.

Ultra Wyoming, the lessee of the Pinedale LGS, as well as Ultra Petroleum and Ultra Resources, the guarantors of Ultra Wyoming's obligations as tenant under the Pinedale Lease Agreement, each filed for bankruptcy on April 29, 2016. During the bankruptcy proceedings, Ultra Wyoming agreed to accept our lease without amendment, which was approved by the bankruptcy court on November 28, 2016. On March 14, 2017 the bankruptcy court approved Ultra Petroleum's Plan of Reorganization, and on April 12, 2017, the company announced its successful emergence from bankruptcy. All payments due to us under the Pinedale LGS lease were paid timely throughout the bankruptcy proceedings.

Despite their emergence from bankruptcy, Ultra Petroleum and, prior to its October 2018 acquisition by Cox Oil, EGC, have disclosed a number of risks related to their business in their respective filings with the SEC. A complete discussion of the risks related to Ultra Petroleum's business can be found in its Exchange Act reports filed with the SEC (NASDAQ: UPL), including its substantial indebtedness. Prior to the filing by EGC of a Form 15 with the SEC on October 29, 2018, following its acquisition by an affiliate of Cox Oil, to suspend its SEC reporting obligations, EGC had also disclosed a discussion of risks related to its business in the Exchange Act reports that EGC had filed with the SEC as a public reporting company (NASDAQ: EGC). Since EGC ceased to be a public reporting company on and after such date, it has not disclosed any updates to such risks following the Cox Oil acquisition.Financing Arrangements

Our indebtedness could have important consequences, including impairing our ability to obtain additional financing or pay future distributions, as well as subjecting us to the risk of foreclosure on any mortgaged properties in the event of non-payment of the related debt.

As of ~~June~~September 30, 2019, we had outstanding consolidated indebtedness of approximately ~~$105.3~~$160.4 million. In addition, the CorEnergy Credit Facility matures on July 28, 2022 but is subject to a springing maturity on February 28, 2020, and thereafter, if we fail to meet certain liquidity requirements from the springing maturity date through the maturity of our Convertible Notes on June 15, 2020. This springing maturity would be triggered on the first date on or after February 28, 2020 that both (i) the outstanding principal amount of the Convertible Notes exceeds $28,750,000 and (ii) our unrestricted cash liquidity (including, for purposes of this calculation, the undrawn portion of the Borrowing Base that is then available for borrowing under the CorEnergy Credit Facility) is less than the sum of (x) the outstanding principal amount of the Convertible Notes plus (y) $5,000,000. Our leverage could have important consequences. For example, it could:

result in the acceleration of a significant amount of debt for non-compliance with the terms of such debt or, if such debt contains cross-default or cross-acceleration provisions, other debt;

materially impair our ability to borrow undrawn amounts under existing financing arrangements or to obtain additional financing or refinancing on favorable terms or at all;

require us to dedicate a substantial portion of our cash flow to paying principal and interest on our indebtedness, thereby reducing the cash flow available to fund our business, to pay distributions, including those necessary to maintain REIT qualification, or to use for other purposes;

increase our vulnerability to economic downturns;



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limit our ability to withstand competitive pressures; or

reduce our flexibility to respond to changing business and economic conditions.

It is also important to note that our variable rate indebtedness under the CorEnergy Credit Facility and the Mowood/Omega Revolver use LIBOR as a benchmark for establishing the rate. LIBOR is the subject of recent national, international and other regulatory guidance and proposals for reform. These reforms and other pressures may cause LIBOR to disappear entirely or to perform differently than in the past. The consequences of these developments cannot be entirely predicted, but could include an increase in the cost of our variable rate indebtedness.

Further, we expect to mortgage many of our properties to secure payment of indebtedness. If we are unable to meet mortgage payments, such failure could result in the loss of assets due to foreclosure and transfer to the mortgagee or sale on unfavorable terms with a consequent loss of income and asset value. A foreclosure of one or more of our properties could create taxable income without accompanying cash proceeds, and could adversely affect our financial condition, results of operations, cash flow, and ability to service debt and make distributions and the market price of our stock.



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Risks Related to Our Convertible Notes

We expect that the trading price of the Convertible Notes will be significantly affected by the price of our common stock, which may be volatile.

The market price of our common stock, as well as the general level of interest rates and our credit quality, will likely significantly affect the market price of the Convertible Notes. This may result in significantly greater volatility in the trading price of the Convertible Notes than would be expected for nonconvertible debt securities we may issue.

We cannot predict whether the price of our common stock or interest rates will rise or fall. The market price of our common stock will be influenced by our operating results and prospects and by economic, financial, regulatory and other factors. General market conditions, including the level of, and fluctuations in, the trading prices of stocks generally, could affect the price of our common stock.

Holders who receive shares of our common stock upon the conversion of their Convertible Notes will be subject to the risk of volatile and depressed market prices of our common stock. There can be no assurances that the market price of our common stock will not fall in the future. A decrease in the market price of our common stock would likely adversely impact the trading price of the Convertible Notes.

The Convertible Notes are structurally subordinated to all liabilities of our existing or future subsidiaries.

Holders of the Convertible Notes do not and will not have any claim as a creditor against any of our present or future subsidiaries. Indebtedness and other liabilities, including trade payables, whether secured or unsecured, of those subsidiaries are structurally senior to our obligations to holders of the Convertible Notes. In the event of a bankruptcy, liquidation, reorganization or other winding up of any of our subsidiaries, such subsidiaries will pay the holders of their debts, holders of any equity interests, including fund investors, and their trade creditors before they will be able to distribute any of their assets to us (except to the extent we have a claim as a creditor of such subsidiary). Any right that we have to receive any assets of any of the subsidiaries upon the bankruptcy, liquidation, reorganization or other winding up of those subsidiaries, and the consequent rights of holders of Convertible Notes to realize proceeds from the sale of any of those subsidiaries' assets, will be effectively structurally subordinated to the claims of those subsidiaries' creditors, including trade creditors and holders of any preferred equity interests of those subsidiaries.

The Convertible Notes are solely the obligations of the Company and are not guaranteed by any of our subsidiaries; whereas, our operations are conducted through, and substantially all of our consolidated assets are held by, our subsidiaries.

The Convertible Notes are our obligations exclusively and are not guaranteed by any of our operating subsidiaries. Substantially all of our consolidated assets are held by our subsidiaries. Accordingly, our ability to service our debt, including the Convertible Notes, depends on the results of operations of our subsidiaries and upon the ability of such subsidiaries to provide us with cash, whether in the form of dividends, loans or otherwise, to pay amounts due on our obligations, including the Convertible Notes. Our subsidiaries are separate and distinct legal entities and have no obligation, contingent or otherwise, to make payments on the Convertible Notes or to make any funds available for that purpose. In addition, dividends, loans or other distributions to us from such subsidiaries may be subject to contractual and other restrictions set forth in our current and future debt instruments and are subject to other business considerations.

Servicing our debt requires a significant amount of cash, and we may not have sufficient cash flow from our business to pay our substantial debt.

Our ability to make scheduled payments of the principal of, to pay interest on or to refinance our indebtedness, including the Convertible Notes, depends on our future performance, which is subject to economic, financial, competitive and other factors beyond our control. Our business may not continue to generate cash flow from operations in the future sufficient to service our debt and make necessary capital expenditures. If we are unable to generate such cash flow, we may be required to adopt one or more alternatives, such as selling assets, restructuring debt or obtaining additional equity capital on terms that may be onerous or highly dilutive. Our ability to refinance our indebtedness will depend on the capital markets and our financial condition at such time. We may not be able to engage in any of these activities or engage in these activities on desirable terms, which could result in a default on our debt obligations.

Regulatory actions may adversely affect the trading price and liquidity of the Convertible Notes.

Current and future regulatory actions and other events may adversely affect the trading price and liquidity of the Convertible Notes. We expect that many investors in, and potential purchasers of, the Convertible Notes will employ, or seek to employ, a convertible arbitrage strategy with respect to the Convertible Notes. Investors would typically implement such a strategy by selling short the common stock underlying the Convertible Notes and dynamically adjusting their short position while continuing to hold the Convertible Notes. Investors may also implement this type of strategy by entering into swaps on our common stock in lieu of



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or in addition to short selling the common stock.

The SEC and other regulatory and self-regulatory authorities have implemented various rules and taken certain actions, and may in the future adopt additional rules and take other actions, which may impact those engaging in short selling activity involving equity securities (including our common stock). Such rules and actions include Rule 201 of SEC Regulation SHO, the adoption by the Financial Industry Regulatory Authority, Inc. and the national securities exchanges of a "Limit Up-Limit Down" program, the imposition of market-wide circuit breakers that halt trading of securities for certain periods following specific market declines, and the implementation of certain regulatory reforms required by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010. Any governmental or regulatory action that restricts the ability of investors in, or potential purchasers of, the Convertible Notes to effect short sales of our common stock, borrow our common stock or enter into swaps on our common stock could adversely affect the trading price and the liquidity of the Convertible Notes.

We may still incur substantially more debt or take other actions which would intensify the risks discussed above.

We and our subsidiaries may be able to incur substantial additional debt in the future, subject to the restrictions contained in our debt instruments, some of which may be secured debt. We are not restricted under the terms of the Indentures governing the Convertible Notes from incurring additional debt, securing existing or future debt, recapitalizing our debt or taking a number of other actions that are not limited by the terms of the Indentures governing the Convertible Notes that could have the effect of diminishing our ability to make payments on the Convertible Notes when due. Our existing credit facilities restrict our ability to incur additional indebtedness, including secured indebtedness, but we may be able to obtain waivers of such restrictions or may not be subject to such restrictions under the terms of any subsequent indebtedness.

We may not have the ability to raise the funds necessary to repurchase the Convertible Notes upon a fundamental change.

Holders of the Convertible Notes have the right, at their option, to require us to repurchase for cash all of their Convertible Notes, or any portion of the principal thereof that is equal to $1,000, or a multiple of $1,000, upon the occurrence of a fundamental change, as set forth in the Indentures, at a fundamental change repurchase price equal to 100 percent of the principal amount of the Convertible Notes to be repurchased, plus accrued and unpaid interest, if any, thereon to (but excluding) the fundamental change repurchase date. However, we may not have enough available cash or be able to obtain financing at the time we are required to make repurchases of Convertible Notes surrendered therefor. Our failure to repurchase Convertible Notes at a time when the repurchase is required by the Indentures would constitute a default under the Indentures. A default under the Indentures or the fundamental change itself could also lead to a default under agreements governing our existing or future indebtedness. If the repayment of the related indebtedness were to be accelerated after any applicable notice or grace periods, we may not have sufficient funds to repay the indebtedness and repurchase the Convertible Notes or make cash payments upon conversions thereof. Our ability to repurchase the Convertible Notes may also be limited by law or by regulatory authority.

Future sales of shares of our common stock or equity-linked securities in the public market, or the perception that they could occur, may depress the market price for our common stock and adversely impact the trading price of the Convertible Notes.

We may, in the future, sell additional shares of our common stock or equity-linked securities to raise capital. Sales of substantial amounts of additional shares of common stock or equity-linked securities, shares that may be sold by stockholders and shares of common stock underlying the Convertible Notes as well as sales of shares that may be issued in connection with future acquisitions or for other purposes, including to finance our operations and business strategy, or the perception that such sales could occur, may have an adverse effect on the trading price of the Convertible Notes and prevailing market prices for our common stock and our ability to raise additional capital in the financial markets at a time and price favorable to us. The price of our common stock could also be affected by possible sales of our common stock by investors who view the Convertible Notes as a more attractive means of equity participation in our company and by hedging or arbitrage trading activity that we expect will develop involving our common stock.

We have also reserved a substantial amount of shares of our common stock in connection with the Convertible Notes, the issuance of which will dilute the ownership interests of existing stockholders. Any sales in the public market of the common stock issuable upon such issuance or conversion could adversely affect prevailing market prices of our common stock.

We are unable to predict the effect that sales, or the perception that our shares may be available for sale, will have on the prevailing market price of our common stock and the trading price of the Convertible Notes.

Holders of Convertible Notes are not entitled to any rights with respect to our common stock, but are subject to all changes made with respect to our common stock.

Holders of Convertible Notes are not entitled to any rights with respect to our common stock (including, without limitation, voting rights and rights to receive any dividends or other distributions on our common stock) prior to the conversion date with respect



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to any Convertible Notes they surrender for conversion, but are subject to all changes affecting our common stock. For example, if an amendment is proposed to our charter or bylaws requiring stockholder approval and the record date for determining the stockholders of record entitled to vote on the amendment occurs prior to the conversion date related to a holder’s conversion of its notes, then such holder will not be entitled to vote on the amendment, although such holder will nevertheless be subject to any changes affecting our common stock.

The Convertible Notes are not protected by restrictive covenants.

The Indentures governing the Convertible Notes do not contain any financial or operating covenants or restrictions on the payments of dividends, the incurrence of indebtedness or the issuance or repurchase of securities by us or any of our subsidiaries. The Indentures contain no covenants or other provisions to afford protection to holders of the Convertible Notes in the event of a fundamental change or other corporate transaction involving us except in limited circumstances as set forth in the Indentures. For example, events such as leveraged recapitalizations, refinancings, restructurings or acquisitions initiated by us may not constitute a fundamental change requiring us to repurchase the Convertible Notes. In the event of any such events, the holders of the Convertible Notes would not have the right to require us to repurchase the Convertible Notes, even though each of these transactions could increase the amount of our indebtedness, or otherwise adversely affect our capital structure or any credit ratings, thereby adversely affecting the trading price of the Convertible Notes.

The adjustment to the conversion rate for 7.00% Convertible Notes converted in connection with a Make Whole Adjustment Event may not adequately compensate the holders for any lost value of their 7.00% Convertible Notes as a result of such transaction.

If a "Make Whole Adjustment Event" (as defined in the Indenture for the 7.00% Convertible Notes) occurs, under certain circumstances, we will increase the conversion rate by a number of additional shares of our common stock for 7.00% Convertible Notes converted in connection with such Make Whole Adjustment Event. The increase in the conversion rate will be determined based on the date on which the specified corporate transaction becomes effective and the price paid (or deemed to be paid) per share of our common stock in such transaction, all as set forth in the Indenture. The adjustment to the conversion rate for 7.00% Convertible Notes converted in connection with a make whole fundamental change may not adequately compensate the holders for any lost value of their 7.00% Convertible Notes as a result of such transaction. In addition, if the price of our common stock in the transaction is greater than $45.00 per share or less than $30.00 per share (in each case, subject to adjustment), no additional shares will be added to the conversion rate. Moreover, in no event will the conversion rate per $1,000 principal amount of 7.00% Convertible Notes as a result of this adjustment exceed 33.3333 shares, subject to adjustments in the same manner as the conversion rate under the terms of the Indenture.

Our obligation to increase the conversion rate upon the occurrence of a make whole fundamental change could be considered a penalty, in which case the enforceability thereof would be subject to general principles of reasonableness and equitable remedies.

The increase in the conversion rate for 5.875% Convertible Notes converted in connection with a make-whole fundamental change or notice of redemption may not adequately compensate the holders for any lost value of their 5.875% Convertible Notes as a result of such make-whole fundamental change or redemption.

If a make-whole fundamental change occurs prior to the maturity date or if we deliver a notice of redemption, under certain circumstances as described in the Indenture for the 5.875% Convertible Notes, we will increase the conversion rate by a number of additional shares of our common stock for 5.875% Convertible Notes converted in connection with such make-whole fundamental change or notice of redemption. The increase in the conversion rate will be determined based on the date on which the specified corporate transaction that constitutes a make-whole fundamental change becomes effective or the date we deliver a notice of redemption and the price paid (or deemed to be paid) per share of our common stock in the make-whole fundamental change or the average of the last reported sale prices of our common stock over the five consecutive trading day period ending on, and including, the trading day immediately preceding the date of the notice of redemption (such average, the “redemption price”), as described in the Indenture. The increase in the conversion rate for 5.875% Convertible Notes converted in connection with a make-whole fundamental change or notice of redemption may not adequately compensate the holders for any lost value of their 5.875% Convertible Notes as a result of such transaction or redemption. In addition, if the price per share of our common stock paid (or deemed to be paid) in the transaction or the redemption price, as applicable, is greater than $65.00 per share or less than $44.25 per share (in each case, subject to adjustment), no additional shares will be added to the conversion rate. Moreover, in no event will the conversion rate per $1,000 principal amount of 5.875% Convertible Notes as a result of this adjustment exceed 22.5998 shares of our common stock, subject to adjustments in the same manner as the conversion rate as set forth under the terms of the Indenture.

Our obligation to increase the conversion rate or 5.875% Convertible Notes converted in connection with a make -whole fundamental change or notice of redemption could be considered a penalty, in which case the enforceability thereof would be subject to general principles of reasonableness and equitable remedies.



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The conversion rate of the Convertible Notes may not be adjusted for all dilutive events.

The conversion rate of the Convertible Notes is subject to adjustment for certain events, including, but not limited to, the issuance of certain stock dividends on our common stock, the issuance of certain rights or warrants, subdivisions, combinations, distributions of capital stock, indebtedness, or assets, cash dividends and certain issuer tender or exchange offers. However, the conversion rate will not be adjusted for other events, such as a third-party tender or exchange offer or an issuance of our common stock or derivative instruments for cash or an exercise or conversion of any derivative instrument, that may adversely affect the trading price of the Convertible Notes or our common stock. An event that adversely affects the value of the Convertible Notes may occur, and that event may not result in an adjustment to the conversion rate.

Some significant restructuring transactions and significant changes in the composition of our board may not constitute a fundamental change, in which case we would not be obligated to offer to repurchase the Convertible Notes.

Upon the occurrence of a fundamental change, holders of Convertible Notes have the right to require us to repurchase their Convertible Notes. However, the fundamental change provisions of the Indentures do not afford protection to holders of Convertible Notes in the event of other transactions that could adversely affect the Convertible Notes. For example, transactions such as leveraged recapitalizations, refinancings, restructurings, or acquisitions initiated by us may not constitute a fundamental change requiring us to repurchase the Convertible Notes. In the event of any such transaction, the holders would not have the right to require us to repurchase the Convertible Notes, even though each of these transactions could increase the amount of our indebtedness, or otherwise adversely affect our capital structure or any credit ratings, thereby adversely affecting the holders of Convertible Notes.

In addition, absent the occurrence of a fundamental change, changes in the composition of our board of directors will not provide holders with the right to require us to repurchase the Convertible Notes or to an increase in the conversion rate upon conversion.

We have not registered the 5.875% Convertible Notes or the common stock issuable upon conversion of the 5.875% Convertible Notes which will limit the holders ability to resell them.

The 5.875% Convertible Notes and the shares of common stock issuable upon conversion of the 5.875% Convertible Notes have not been registered under the Securities Act or any state securities laws. Unless the 5.875% Convertible Notes and the shares of common stock issuable upon conversion of the 5.875% Convertible Notes have been registered, the 5.875% Convertible Notes and such shares may not be transferred or resold except in a transaction exempt from or not subject to the registration requirements of the Securities Act and applicable state securities laws. We do not intend to file a registration statement for the resale of the 5.875% Convertible Notes and the common stock into which the 5.875% Convertible Notes are convertible.

An active trading market may not develop for the Convertible Notes or, if it develops, may not be maintained or be liquid.

We do not intend to apply to list the Convertible Notes on any securities exchange or to arrange for quotation on any automated dealer quotation system. The underwriters in our public offering of the 7.00% Convertible Notes or the initial purchasers of the 5.875% Convertible Notes may cease their market-making of the respective Convertible Notes at any time without notice. In addition, the liquidity of the trading market in the Convertible Notes, and the market price quoted for the Convertible Notes, may be adversely affected by changes in the overall market for this type of security and by changes in our financial performance or prospects or in the prospects for companies in our industry generally. As a result, an active trading market may not develop for the Convertible Notes. If an active trading market does not develop or is not maintained, the market price and liquidity of the Convertible Notes may be adversely affected. In that case holders of the Convertible Notes may not be able to sell their Convertible Notes at a particular time or they may not be able to sell their Convertible Notes at a favorable price.

The liquidity of the trading market, if any, and future trading prices of the Convertible Notes will depend on many factors, including, among other things, the market price of our common stock, prevailing interest rates, our financial condition, results of operations, business, prospects and credit quality relative to our competitors, the market for similar securities and the overall securities market. The liquidity of the trading market of the Convertible Notes may be adversely affected by unfavorable changes in any of these factors, some of which are beyond our control and others of which would not affect debt that is not convertible into capital stock. Historically, the market for convertible debt has been subject to disruptions that have caused volatility in prices of securities similar to the Convertible Notes. Market volatility could materially and adversely affect the Convertible Notes, regardless of our financial condition, results of operations, business, prospects or credit quality.

The Convertible Notes are not rated. Any adverse rating of the Convertible Notes may cause their trading price to fall.

We do not intend to seek a rating on the Convertible Notes. However, if a rating service were to rate the Convertible Notes and if such rating service were to lower its rating on the Convertible Notes below the rating initially assigned to the Convertible Notes or otherwise announces its intention to put the Convertible Notes on credit watch or to withdraw the rating, the trading price of



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the Convertible Notes could decline.

Upon conversion of the Convertible Notes, holders may receive less valuable consideration than expected because the value of our common stock may decline after they exercise their conversion right.

Under the Convertible Notes, a converting holder will be exposed to fluctuations in the value of our common stock during the period from the date such holder surrenders Convertible Notes for conversion until the date we settle our conversion obligation. We will be required to deliver the shares of our common stock, together with cash for any fractional shares, on the third business day following the relevant conversion date; and for any conversion that occurs on or after the record date for the payment of interest on the Convertible Notes at the maturity date, we will be required to deliver shares on the maturity date. Accordingly, if the price of our common stock decreases during this period, the value of the shares that the holders receive will be adversely affected and would be less than the conversion value of the Convertible Notes on the conversion date.

Conversion of the Convertible Notes may dilute the ownership interest of existing stockholders, including holders who had previously converted their Convertible Notes.

To the extent we issue shares of our common stock upon conversion of the Convertible Notes, the conversion of some or all of the Convertible Notes will dilute the ownership interests of existing stockholders. Any sales in the public market of shares of our common stock issuable upon such conversion of the Convertible Notes could adversely affect prevailing market prices of our common stock. In addition, the existence of the Convertible Notes may encourage short selling by market participants because the conversion of the Convertible Notes could be used to satisfy short positions, or anticipated conversion of the Convertible Notes into shares of our common stock could depress the price of our common stock.

Provisions of the Convertible Notes could discourage an acquisition of us by a third party.

Certain provisions of the Indentures and the Convertible Notes could make it more difficult or more expensive for a third party to acquire us. Upon the occurrence of certain transactions constituting a fundamental change under the Indentures, holders of the Convertible Notes will have the right, at their option, to require us to repurchase all or a portion of their Convertible Notes. We may also be required to increase the conversion rate upon conversion or provide for conversion into the acquirer's capital stock in the event of certain fundamental changes. In addition, the Indentures and the Convertible Notes prohibit us from engaging in certain mergers or acquisitions unless, among other things, the surviving entity assumes our obligations under the Convertible Notes and the Indentures.

Holders of the Convertible Notes may be subject to tax if we make or fail to make certain adjustments to the conversion rate of the Convertible Notes even though they do not receive a corresponding cash distribution.

The conversion rate of the Convertible Notes is subject to adjustment in certain circumstances, including the payment of cash dividends. If the conversion rate is adjusted as a result of a distribution that is taxable to our common stockholders, such as a cash dividend, holders of Convertible Notes may be deemed to have received a dividend subject to U.S. federal income tax without the receipt of any cash. In addition, a failure to adjust (or to adjust adequately) the conversion rate after an event that increases the proportionate interest in us could be treated as a deemed taxable dividend to holders of the Convertible Notes. If, pursuant to the terms of the Indentures, a make whole fundamental change occurs on or prior to the maturity date, under some circumstances, we will increase the conversion rate for Convertible Notes converted in connection with the make whole fundamental change. Such increase may also be treated as a distribution subject to U.S. federal income tax as a dividend. For a non-U.S. holder of the Convertible Notes, any deemed dividend may be subject to U.S. federal withholding tax at a 30 percent rate, or such lower rate as may be specified by an applicable treaty, which may be set off against subsequent payments on the Convertible Notes.

Because the Convertible Notes were initially issued in book-entry form, holders must rely on DTC’s procedures to receive communications relating to the Convertible Notes and exercise their rights and remedies.

We initially issued the Convertible Notes in the form of one or more global notes registered in the name of Cede & Co., as nominee of DTC. Beneficial interests in global notes will be shown on, and transfers of global notes will be effected only through, the records maintained by DTC. Except in limited circumstances, we will not issue certificated notes. Accordingly, if the holders own a beneficial interest in a global note, then they will not be considered an owner or holder of the Convertible Notes. Instead, DTC or its nominee will be the sole holder of global notes. Unlike persons who have certificated notes registered in their names, owners of beneficial interests in global notes will not have the direct right to act on our solicitations for consents or requests for waivers or other actions from holders. Instead, those beneficial owners will be permitted to act only to the extent that they have received appropriate proxies to do so from DTC or, if applicable, a DTC participant. The applicable procedures for the granting of these proxies may not be sufficient to enable owners of beneficial interests in global notes to vote on any requested actions on a timely basis. In addition, notices and other communications relating to the Convertible Notes will be sent to DTC. We expect DTC to forward any such communications to DTC participants, which in turn would forward such communications to indirect DTC



Table of Contents		Glossary of Defined Terms

participants. But we can make no assurances that holders will timely receive any such communications.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

~~During~~In addition to the issuance of 703,432 shares of common stock in connection with negotiated exchanges with three holders of the 7.00% Convertible Notes, as previously reported in the Company's Form 8-K dated August 15, 2019, during the three months ended ~~June~~September 30, 2019, certain holders elected to convert approximately ~~$584~~$178 thousand principal amount of 7.00% Convertible Notes to CorEnergy common stock at the conversion rate of 30.3030 shares of common stock per $1,000 principal amount, as follows:

Conversion Date
Principal Amount of
Convertible Notes Converted
Number of Shares of Common Stock Issued
May 23, 2019 $ 119,000
3,606
June 13, 2019 85,000
2,575
June 20, 2019 10,000
303
June 25, 2019 370,000
11,206
Total $ 584,000
$ 17,690



Conversion Date	Principal Amount of Convertible Notes Converted		Number of Shares of Common Stock Issued
July 2, 2019	$	70,000	2,121
August 29, 2019	78,000		2,363
September 10, 2019	30,000		909
Total	$	178,000	$	5,393

The shares of common stock were issued solely to holders of the 7.00% Convertible Notes upon conversion pursuant to the exemption from registration provided under Section 3(a)(9) of the Securities Act of 1933, as amended. This exemption is available to the Company because the shares of common stock were exchanged by the Company with its existing security holders in accordance with the terms of the indenture governing the 7.00% Convertible Notes with no commission or other remunerations being paid or given for soliciting such an exchange.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.



~~Table of Contents~~		~~Glossary of Defined Terms~~

ITEM 6. EXHIBITS



Exhibit No.		Description of Document

~~10.1.2~~4.5		~~Amendment No. 1~~Indenture relating to ~~Dividend Reinvestment Plan~~the 5.875% Convertible Senior Note due 2025, dated as of August 12, 2019 between CorEnergy Infrastructure Trust, Inc. and U.S. Bank National Association, including the Form of Global Notes attached thereto as Exhibit A (incorporated by reference to the Registrant's current report on Form 8-K, filed ~~April 24,~~August 12, 2019).
~~10.2.9~~10.2.10*		Letter Agreement, dated ~~June~~September 30, 2019, concerning Incentive Fee for ~~June~~September 30, 2019 under Management Agreement, dated May 8, 2015 and effective as of May 1, 2015, between Corridor InfraTrust Management, LLC and CorEnergy Infrastructure Trust, Inc.
10.2.11*		Letter Agreement, dated September 30, 2019, concerning Management Fee for September 30, 2019 under Management Agreement, dated May 8, 2015 and effective as of May 1, 2015, between Corridor InfraTrust Management, LLC and CorEnergy Infrastructure Trust, Inc.
31.1*		Certification by Chief Executive Officer pursuant to Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*		Certification by Chief Accounting Officer pursuant to Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**		Certification by Chief Executive Officer and Chief Accounting Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101**		The following materials from CorEnergy Infrastructure Trust, Inc.'s Quarterly Report on Form 10-Q for the quarter ended ~~June~~September 30, 2019, formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Income, (iii) the Consolidated Statement of Equity, (iv) the Consolidated Statements of Cash Flows and (v) the Notes to Consolidated Financial Statements.
*	Filed herewith.
**	Furnished herewith.



Table of Contents		Glossary of Defined Terms

CORENERGY INFRASTRUCTURE TRUST, INC.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.



CORENERGY INFRASTRUCTURE TRUST, INC.
(Registrant)

By:		/s/ Rebecca M. Sandring
		Rebecca M. Sandring
		Chief Accounting Officer, Treasurer and Secretary
		(Principal Accounting Officer and Principal Financial Officer)
		~~August 1,~~October 31, 2019

By:		/s/ David J. Schulte
		David J. Schulte
		Chairman and Chief Executive Officer
		(Principal Executive Officer)
		~~August 1,~~October 31, 2019

4451



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 Principal Executive Offices)		(Zip Code)



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



Large accelerated filer	o	Accelerated filer	x
Non-accelerated filer	o	Smaller reporting company	x
		Emerging growth company	o


	June 30, 2019		December 31, 2018		September 30, 2019			December 31, 2018
Assets	(Unaudited)				(Unaudited)
Leased property, net of accumulated depreciation of $96,489,852 and $87,154,095	$	388,903,475	$	398,214,355
Property and equipment, net of accumulated depreciation of $17,655,985 and $15,969,346	108,196,590		109,881,552
Leased property, net of accumulated depreciation of $101,157,834 and $87,154,095					$	384,235,493		$	398,214,355
Property and equipment, net of accumulated depreciation of $18,498,371 and $15,969,346					107,640,017			109,881,552
Financing notes and related accrued interest receivable, net of reserve of $600,000 and $600,000	1,309,217		1,300,000		1,267,500			1,300,000
Note receivable	—		5,000,000		—			5,000,000
Cash and cash equivalents	58,807,431		69,287,177		120,430,110			69,287,177
Deferred rent receivable	29,106,481		25,942,755		29,599,410			25,942,755
Accounts and other receivables	4,533,117		5,083,243		3,001,569			5,083,243
Deferred costs, net of accumulated amortization of $1,623,473 and $1,290,236	2,505,206		2,838,443
Deferred costs, net of accumulated amortization of $1,790,091 and $1,290,236					2,338,588			2,838,443
Prepaid expenses and other assets	864,988		668,584		694,288			668,584
Deferred tax asset, net	4,791,913		4,948,203		4,883,349			4,948,203
Goodwill	1,718,868		1,718,868		1,718,868			1,718,868
Total Assets	$	600,737,286	$	624,883,180	$	655,809,192		$	624,883,180
Liabilities and Equity
Secured credit facilities, net of debt issuance costs of $184,480 and $210,891	$	35,523,520	$	37,261,109
Unsecured convertible senior notes, net of discount and debt issuance costs of $478,361 and $1,180,729	69,113,639		112,777,271
Secured credit facilities, net of debt issuance costs of $171,275 and $210,891					$	34,654,725		$	37,261,109
Unsecured convertible senior notes, net of discount and debt issuance costs of $3,942,712 and $1,180,729					121,583,288			112,777,271
Asset retirement obligation	8,178,328		7,956,343		8,289,320			7,956,343
Accounts payable and other accrued liabilities	5,030,229		3,493,490		7,133,813			3,493,490
Management fees payable	1,765,864		1,831,613		1,665,026			1,831,613
Unearned revenue	6,453,805		6,552,049		6,511,572			6,552,049
Total Liabilities	$	126,065,385	$	169,871,875	$	179,837,744		$	169,871,875
Equity
Series A Cumulative Redeemable Preferred Stock 7.375%, $125,493,175 and $125,555,675 liquidation preference ($2,500 per share, $0.001 par value), 10,000,000 authorized; 50,197 and 50,222 issued and outstanding at June 30, 2019 and December 31, 2018, respectively	$	125,493,175	$	125,555,675
Capital stock, non-convertible, $0.001 par value; 12,826,031 and 11,960,225 shares issued and outstanding at June 30, 2019 and December 31, 2018 (100,000,000 shares authorized)	12,826		11,960
Series A Cumulative Redeemable Preferred Stock 7.375%, $125,493,175 and $125,555,675 liquidation preference ($2,500 per share, $0.001 par value), 10,000,000 authorized; 50,197 and 50,222 issued and outstanding at September 30, 2019 and December 31, 2018, respectively					$	125,493,175		$	125,555,675
Capital stock, non-convertible, $0.001 par value; 13,534,856 and 11,960,225 shares issued and outstanding at September 30, 2019 and December 31, 2018 (100,000,000 shares authorized)					13,535			11,960
Additional paid-in capital	349,165,900		320,295,969		369,884,338			320,295,969
Retained earnings	—		9,147,701
Retained earnings (deficit)					(19,419,600		)	9,147,701
Total Equity	474,671,901		455,011,305		475,971,448			455,011,305
Total Liabilities and Equity	$	600,737,286	$	624,883,180	$	655,809,192		$	624,883,180
See accompanying Notes to Consolidated Financial Statements.



x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



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


				Page No.				Page No.
Glossary of Defined Terms	Glossary of Defined Terms			4	Glossary of Defined Terms			4
Forward-Looking Statements	Forward-Looking Statements			7	Forward-Looking Statements			7
PART I	PART I	FINANCIAL INFORMATION		9	PART I	FINANCIAL INFORMATION		9
	Item 1.	Financial Statements (unaudited)		9	Item 1.	Financial Statements (unaudited)		9
		Consolidated Balance Sheets		9		Consolidated Balance Sheets		9
		Consolidated Statements of Income		10		Consolidated Statements of Income		10
		Consolidated Statement of Equity		11		Consolidated Statement of Equity		11
		Consolidated Statements of Cash Flows		12		Consolidated Statements of Cash Flows		12
		Notes to Consolidated Financial Statements		13		Notes to Consolidated Financial Statements		13
		1.	Introduction and Basis of Presentation	13		1.	Introduction and Basis of Presentation	13
		2.	Recent Accounting Pronouncements	13		2.	Recent Accounting Pronouncements	13
		3.	Leased Properties and Leases	14		3.	Leased Properties and Leases	14
		4.	Transportation and Distribution Revenue	17		4.	Transportation and Distribution Revenue	18
		5.	Financing Notes Receivable	18		5.	Financing Notes Receivable	18
		6.	Income Taxes	19		6.	Income Taxes	19
		7.	Property and Equipment	20		7.	Property and Equipment	20
		8.	Management Agreement	20		8.	Management Agreement	20
		9.	Fair Value	20		9.	Fair Value	21
		10.	Debt	21		10.	Debt	22
		11.	Stockholders' Equity	23		11.	Stockholders' Equity	25
		12.	Earnings Per Share	24		12.	Earnings Per Share	26
		13.	Subsequent Events	24		13.	Subsequent Events	27
	Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations		26	Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations		28
	Item 3.	Quantitative and Qualitative Disclosures about Market Risk		39	Item 3.	Quantitative and Qualitative Disclosures about Market Risk		43
	Item 4.	Controls and Procedures		39	Item 4.	Controls and Procedures		43

PART II.	PART II.	OTHER INFORMATION		40	PART II.	OTHER INFORMATION		44
	Item 1.	Legal Proceedings		40	Item 1.	Legal Proceedings		44
	Item 1A.	Risk Factors		40	Item 1A.	Risk Factors		44
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		42	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		50
	Item 3.	Defaults Upon Senior Securities		42	Item 3.	Defaults Upon Senior Securities		50
	Item 4.	Mine Safety Disclosures		42	Item 4.	Mine Safety Disclosures		50
	Item 5.	Other Information		42	Item 5.	Other Information		50
	Item 6.	Exhibits		43	Item 6.	Exhibits		50
Signatures	Signatures			44	Signatures			51



Table of Contents	GLOSSARY OF DEFINED TERMS (Continued from previous page)



~~Table of Contents~~	~~GLOSSARY OF DEFINED TERMS~~ (~~Continued from previous page~~)


	For the Three Months Ended						For the Six Months Ended						For the Three Months Ended						For the Nine Months Ended
	June 30, 2019			June 30, 2018			June 30, 2019			June 30, 2018			September 30, 2019			September 30, 2018			September 30, 2019			September 30, 2018
Revenue
Lease revenue	$	16,635,876		$	18,275,859		$	33,353,586		$	35,867,718		$	16,984,903		$	18,391,983		$	50,338,489		$	54,259,701
Transportation and distribution revenue	4,868,144			3,874,157			9,739,726			7,827,136			4,068,338			4,244,722			13,808,064			12,071,858
Financing revenue	27,989			—			61,529			—			28,003			—			89,532			—
Total Revenue	21,532,009			22,150,016			43,154,841			43,694,854			21,081,244			22,636,705			64,236,085			66,331,559
Expenses
Transportation and distribution expenses	1,246,755			1,534,524			2,749,898			3,107,420			1,116,194			2,241,999			3,866,092			5,349,419
General and administrative	2,739,855			3,107,776			5,610,262			5,834,833			2,494,240			3,046,481			8,104,502			8,881,314
Depreciation, amortization and ARO accretion expense	5,645,250			6,290,082			11,290,346			12,579,412			5,645,342			6,289,459			16,935,688			18,868,871
Provision for loan losses	—			—			—			500,000			—			—			—			500,000
Total Expenses	9,631,860			10,932,382			19,650,506			22,021,665			9,255,776			11,577,939			28,906,282			33,599,604
Operating Income	$	11,900,149		$	11,217,634		$	23,504,335		$	21,673,189		$	11,825,468		$	11,058,766		$	35,329,803		$	32,731,955
Other Income (Expense)
Net distributions and other income	$	285,259		$	55,714		$	541,874		$	59,665		$	360,182		$	5,627		$	902,056		$	65,292
Net realized and unrealized loss on other equity securities	—			(881,100		)	—			(867,134		)	—			(930,147		)	—			(1,797,281		)
Interest expense	(2,297,783		)	(3,196,248		)	(4,805,077		)	(6,406,838		)	(2,777,122		)	(3,183,589		)	(7,582,199		)	(9,590,427		)
Loss on extinguishment of debt	—			—			(5,039,731		)	—			(28,920,834		)	—			(33,960,565		)	—
Total Other Expense	(2,012,524		)	(4,021,634		)	(9,302,934		)	(7,214,307		)	(31,337,774		)	(4,108,109		)	(40,640,708		)	(11,322,416		)
Income before income taxes	9,887,625			7,196,000			14,201,401			14,458,882
Income (loss) before income taxes													(19,512,306		)	6,950,657			(5,310,905		)	21,409,539
Taxes
Current tax expense (benefit)	—			(10,785		)	353,744			(46,334		)	(1,270		)	(8,393		)	352,474			(54,727		)
Deferred tax expense (benefit)	62,699			(604,064		)	156,290			(1,013,341		)	(91,436		)	(738,274		)	64,854			(1,751,615		)
Income tax expense (benefit), net	62,699			(614,849		)	510,034			(1,059,675		)	(92,706		)	(746,667		)	417,328			(1,806,342		)
Net Income attributable to CorEnergy Stockholders	9,824,926			7,810,849			13,691,367			15,518,557
Net Income (loss) attributable to CorEnergy Stockholders													(19,419,600		)	7,697,324			(5,728,233		)	23,215,881
Preferred dividend requirements	2,313,780			2,396,875			4,627,908			4,793,750			2,313,780			2,396,875			6,941,688			7,190,625
Net Income attributable to Common Stockholders	$	7,511,146		$	5,413,974		$	9,063,459		$	10,724,807
Net Income (loss) attributable to Common Stockholders													$	(21,733,380	)	$	5,300,449		$	(12,669,921	)	$	16,025,256

Earnings Per Common Share:
Earnings (Loss) Per Common Share:
Basic	$	0.59		$	0.45		$	0.71		$	0.90		$	(1.65	)	$	0.44		$	(0.98	)	$	1.34
Diluted	$	0.59		$	0.45		$	0.71		$	0.90		$	(1.65	)	$	0.44		$	(0.98	)	$	1.34
Weighted Average Shares of Common Stock Outstanding:
Basic	12,811,171			11,928,297			12,708,626			11,923,627			13,188,546			11,939,360			12,870,357			11,928,929
Diluted	12,811,171			11,928,297			12,708,626			11,923,627			13,188,546			11,939,360			12,870,357			11,928,929
Dividends declared per share	$	0.750		$	0.750		$	1.500		$	1.500		$	0.750		$	0.750		$	2.250		$	2.250
See accompanying Notes to Consolidated Financial Statements.


	Capital Stock			Preferred Stock		Additional Paid-in Capital				Retained Earnings			Total			Capital Stock					Preferred Stock		Additional Paid-in Capital			Retained Earnings			Total
	Shares	Amount		Amount					Shares				Total			Amount			Amount				Additional Paid-in Capital			Retained Earnings			Total
Balance at December 31, 2017	11,915,830	$	11,916	$	130,000,000	Additional Paid-in Capital		$	331,773,716	Retained Earnings			$	—			$	461,785,632	11,915,830		$	11,916	$	130,000,000		$	331,773,716		$	—		$	461,785,632
Cumulative transition adjustment upon the adoption of ASC 606, net of tax	—	—		—		(2,449,245		)		—			(2,449,245		)	—			—		—		(2,449,245		)	—			(2,449,245		)
Net income	—	—		—		—				7,707,708			7,707,708			—			—		—		—			7,707,708			7,707,708
Series A preferred stock dividends	—	—		—		—				(2,396,875		)	(2,396,875		)	—			—		—		—			(2,396,875		)	(2,396,875		)
Common stock dividends	—	—		—		(3,626,039		)		(5,310,833		)	(8,936,872		)	—			—		—		(3,626,039		)	(5,310,833		)	(8,936,872		)
Reinvestment of dividends paid to common stockholders	8,648	9		—		310,195				—			310,204			8,648			9		—		310,195			—			310,204
Balance at March 31, 2018 (Unaudited)	11,924,478	11,925		130,000,000		326,008,627				—			456,020,552			11,924,478			11,925		130,000,000		326,008,627			—			456,020,552
Net income	—	—		—		—				7,810,849			7,810,849			—			—		—		—			7,810,849			7,810,849
Series A preferred stock dividends	—	—		—		—				(2,396,875		)	(2,396,875		)	—			—		—		—			(2,396,875		)	(2,396,875		)
Common stock dividends	—	—		—		(3,530,139		)		(5,413,974		)	(8,944,113		)	—			—		—		(3,530,139		)	(5,413,974		)	(8,944,113		)
Common stock issued under director's compensation plan	1,006	1		—		37,499				—			37,500			1,006			1		—		37,499			—			37,500
Reinvestment of dividends paid to common stockholders	8,290	8		—		300,007				—			300,015			8,290			8		—		300,007			—			300,015
Balance at June 30, 2018 (Unaudited)	11,933,774	$	11,934	$	130,000,000	$	322,815,994			$	—		$	452,827,928		11,933,774			11,934		130,000,000		322,815,994			—			452,827,928
Net income																—			—		—		—			7,697,324			7,697,324
Series A preferred stock dividends																—			—		—		—			(2,396,875		)	(2,396,875		)
Common stock dividends																—			—		—		(3,650,482		)	(5,300,449		)	(8,950,931		)
Common stock issued under director's compensation plan																801			1		—		29,999			—			30,000
Common stock issued upon conversion of convertible notes																1,271			1		—		42,653			—			42,654
Reinvestment of dividends paid to common stockholders																13,452			13		—		503,495			—			503,508
Balance at September 30, 2018 (Unaudited)																$	11,949,298		$	11,949	$	130,000,000	$	319,741,659		$	—		$	449,753,608



Balance Sheet	Balance at December 31, 2018		Adjustments Due to ASC 842		Balance at January 1, 2019
Assets
Prepaid expenses and other assets	$	668,584	$	74,534	$	743,118
Liabilities
Accounts payable and other accrued liabilities	3,493,490		74,534		3,568,024
Equity
Retained earnings	9,147,701		—		9,147,701



Summary of Leased Properties, Major Tenants and Lease Terms
Property	Grand Isle Gathering System	Pinedale LGS
Location	Gulf of Mexico/Louisiana	Pinedale, WY
Tenant	Energy XXI GIGS Services, LLC	Ultra Wyoming LGS, LLC
Asset Description	Approximately ~~153~~137 miles of offshore pipeline with total capacity of 120 thousand Bbls/d, including a 16-acre onshore terminal and saltwater disposal system.	Approximately 150 miles of pipelines and four central storage facilities.
Date Acquired	June 2015	December 2012
Initial Lease Term	11 years	15 years
Renewal Option	Equal to the lesser of 9-years or 75 percent of the remaining useful life	5-year terms
Current Monthly Rent Payments	7/1/2018 - 6/30/2019: $2,860,917 7/1/2019 - 6/30/2020: $3,223,917	$1,812,307
Initial Estimated Useful Life	27 years	26 years

					Future Minimum Lease Receipts
Years Ending December 31,	Amount		Amount
2019	$	30,267,595	$	15,138,797
2020	65,383,190		65,383,190
2021	71,345,190		71,345,190
2022	70,322,690		70,322,690
2023	67,274,690		67,274,690
Thereafter	193,639,760		193,639,760
Total	$	498,233,115	$	483,104,317



	For the Three Months Ended				For the Six Months Ended
	June 30, 2019		June 30, 2018		June 30, 2019		June 30, 2018
Depreciation Expense
GIGS	$	2,440,790	$	2,751,272	$	4,881,581	$	5,502,544
Pinedale	2,217,360		2,217,360		4,434,720		4,434,720
Portland Terminal Facility⁽¹⁾	—		318,915		—		637,830
United Property Systems	9,831		9,120		19,455		18,242
Total Depreciation Expense	$	4,667,981	$	5,296,667	$	9,335,756	$	10,593,336
Amortization Expense - Deferred Lease Costs
GIGS	$	7,641	$	7,641	$	15,282	$	15,282
Pinedale	15,342		15,342		30,684		30,684
Total Amortization Expense - Deferred Lease Costs	$	22,983	$	22,983	$	45,966	$	45,966
ARO Accretion Expense
GIGS	$	110,993	$	127,928	$	221,985	$	255,856
Total ARO Accretion Expense	$	110,993	$	127,928	$	221,985	$	255,856
(1) On December 21, 2018, the Portland Terminal Facility was sold to Zenith Terminals, terminating the Portland Lease Agreement.


	Contract Asset⁽¹⁾			Contract Liability⁽²⁾			Contract Liability⁽¹⁾
Beginning Balance January 1, 2019	$	180,579		$	6,522,354		$	6,522,354
Unrecognized Performance Obligations	(231,916		)	186,398			381,858
Recognized Performance Obligations	158,455			(275,592		)	(413,389		)
Ending Balance June 30, 2019	$	107,118		$	6,433,160
(1) The contract asset balance is included in prepaid expenses and other assets in the Consolidated Balance Sheets.
(2) The contract liability balance is included in unearned revenue in the Consolidated Balance Sheets.
Ending Balance September 30, 2019							$	6,490,823
(1) The contract liability balance is included in unearned revenue in the Consolidated Balance Sheets.							(1) The contract liability balance is included in unearned revenue in the Consolidated Balance Sheets.


	As a Percentage of ⁽¹⁾												As a Percentage of ⁽¹⁾
	Leased Properties				Lease Revenues								Leased Properties				Lease Revenues
	As of				For the Three Months Ended				For the Six Months Ended				As of				For the Three Months Ended				For the Nine Months Ended
	June 30, 2019		December 31, 2018		June 30, 2019		June 30, 2018		June 30, 2019		June 30, 2018		September 30, 2019		December 31, 2018		September 30, 2019		September 30, 2018		September 30, 2019		September 30, 2018
Pinedale LGS⁽²⁾	44.4	%	44.5	%	38.8	%	35.3	%	38.9	%	34.1	%	44.4	%	44.5	%	40.0	%	35.7	%	39.3	%	34.6	%
Grand Isle Gathering System	55.3	%	55.2	%	61.1	%	55.6	%	61.0	%	56.7	%	55.3	%	55.2	%	59.8	%	55.3	%	60.6	%	56.2	%
Portland Terminal Facility⁽³⁾	—	%	—	%	—	%	9.0	%	—	%	9.1	%	—	%	—	%	—	%	8.9	%	—	%	9.1	%
(1) Insignificant leases are not presented; thus, percentages may not sum to 100%.	(1) Insignificant leases are not presented; thus, percentages may not sum to 100%.												(1) Insignificant leases are not presented; thus, percentages may not sum to 100%.
(2) Pinedale LGS lease revenues include variable rent of $1.0 million and $2.1 million for the three and six months ended June 30, 2019, respectively, compared to $1.1 million and $1.5 million for the three and six months ended June 30, 2018, respectively.
(2) Pinedale LGS lease revenues include variable rent of $1.4 million and $3.5 million for the three and nine months ended September 30, 2019, respectively, compared to $1.2 million and $2.8 million for the three and nine months ended September 30, 2018, respectively.													(2) Pinedale LGS lease revenues include variable rent of $1.4 million and $3.5 million for the three and nine months ended September 30, 2019, respectively, compared to $1.2 million and $2.8 million for the three and nine months ended September 30, 2018, respectively.
(3) On December 21, 2018, the Portland Terminal Facility was sold to Zenith Terminals, terminating the Portland Lease Agreement.



	September 30, 2019		December 31, 2018
Net Deferred Lease Costs
GIGS	$	206,396	$	229,319
Pinedale	504,323		550,349
Total Deferred Lease Costs, net	$	710,719	$	779,668

													Deferred Tax Assets and Liabilities
	June 30, 2019			December 31, 2018			September 30, 2019			December 31, 2018
Deferred Tax Assets:
Deferred contract revenue	$	1,509,217		$	1,691,899		$	1,475,925		$	1,691,899
Net operating loss carryforwards	4,900,518			5,424,671			5,019,001			5,424,671
Loan loss provision	—			263,508			—			263,508
Basis reduction of investment in partnerships	332,660			—			250,359			—
Other	724,745			95,695			968,429			95,695
Sub-total	$	7,467,140		$	7,475,773		$	7,713,714		$	7,475,773
Deferred Tax Liabilities:
Cost recovery of leased and fixed assets	$	(2,648,651	)	$	(2,508,547	)	$	(2,799,360	)	$	(2,508,547	)
Other	(26,576		)	(19,023		)	(31,005		)	(19,023		)
Sub-total	$	(2,675,227	)	$	(2,527,570	)	$	(2,830,365	)	$	(2,527,570	)
Total net deferred tax asset	$	4,791,913		$	4,948,203		$	4,883,349		$	4,948,203

																									Income Tax Expense (Benefit)
	For the Three Months Ended						For the Six Months Ended						For the Three Months Ended						For the Nine Months Ended
	June 30, 2019			June 30, 2018			June 30, 2019			June 30, 2018			September 30, 2019			September 30, 2018			September 30, 2019			September 30, 2018
Application of statutory income tax rate	$	2,078,209		$	1,511,160		$	2,984,102		$	3,036,365		$	(4,097,584	)	$	1,459,638		$	(1,115,290	)	$	4,496,003
State income taxes, net of federal tax expense (benefit)	7,538			(121,069		)	523,564			(265,019		)	(19,632		)	(146,677		)	503,932			(411,696		)
Federal Tax Attributable to Income of Real Estate Investment Trust	(2,025,403		)	(2,004,940		)	(2,941,388		)	(3,819,436		)	3,984,180			(2,057,531		)	1,044,600			(5,876,965		)
Other	2,355			—			(56,244		)	(11,585		)	40,330			(2,097		)	(15,914		)	(13,684		)
Total income tax expense (benefit)	$	62,699		$	(614,849	)	$	510,034		$	(1,059,675	)	$	(92,706	)	$	(746,667	)	$	417,328		$	(1,806,342	)



Components of Income Tax Expense (Benefit)
	For the Three Months Ended					For the Six Months Ended
	June 30, 2019		June 30, 2018			June 30, 2019			June 30, 2018
Current tax expense (benefit)
Federal	$	—	$	(8,537	)	$	216,093		$	(36,676	)
State (net of federal tax expense (benefit))	—		(2,248		)	137,651			(9,658		)
Total current tax expense (benefit)	$	—	$	(10,785	)	$	353,744		$	(46,334	)
Deferred tax expense (benefit)
Federal	$	55,161	$	(485,243	)	$	(229,623	)	$	(757,981	)
State (net of federal tax expense (benefit))	7,538		(118,821		)	385,913			(255,360		)
Total deferred tax expense (benefit)	$	62,699	$	(604,064	)	$	156,290		$	(1,013,341	)
Total income tax expense (benefit), net	$	62,699	$	(614,849	)	$	510,034		$	(1,059,675	)



Carrying and Fair Value Amounts
	Level within fair value hierarchy	September 30, 2019				December 31, 2018
	Level within fair value hierarchy	Carrying Amount ⁽¹⁾		Fair Value		Carrying Amount ⁽¹⁾		Fair Value
Financial Assets:
Cash and cash equivalents	Level 1	$	120,430,110	$	120,430,110	$	69,287,177	$	69,287,177
Financing notes receivable (Note 5)	Level 3	$	1,267,500	$	1,267,500	$	1,300,000	$	1,300,000
Financial Liabilities:
Secured credit facilities	Level 2	$	34,654,725	$	34,654,725	$	37,261,109	$	37,261,109
7.00% Unsecured Convertible Senior Notes	Level 1	$	5,497,251	$	7,937,160	$	112,777,271	$	119,378,982
5.875% Unsecured Convertible Senior Notes	Level 2	$	116,086,037	$	126,430,800	$	—	$	—
(1) The carrying value of debt balances are presented net of unamortized original issuance discount and debt issuance costs.


	Total Commitment or Original Principal		Quarterly Principal Payments					June 30, 2019						December 31, 2018					Total Commitment or Original Principal				Quarterly Principal Payments					September 30, 2019						December 31, 2018
	Total Commitment or Original Principal				Maturity Date		Amount Outstanding			Interest Rate			Amount Outstanding			Interest Rate						Maturity Date	Quarterly Principal Payments			Amount Outstanding				Interest Rate		Amount Outstanding				Interest Rate
CorEnergy Secured Credit Facility:			Quarterly Principal Payments
CorEnergy Revolver	$	160,000,000	$	—		7/28/2022		$	—		5.15	%		$	—		5.25	%	Total Commitment or Original Principal	$	160,000,000			$	—		7/28/2022		$	—		4.77	%		$	—		5.25	%
MoGas Revolver	1,000,000		—			7/28/2022		—			5.15	%		—			5.25	%	1,000,000				—			7/28/2022		—			4.77	%		—			5.25	%
Omega Line of Credit	1,500,000		—			7/31/2020		—			6.40	%		—			6.50	%	1,500,000				—			7/31/2020		—			6.02	%		—			6.50	%
Pinedale Secured Credit Facility:
Amended Pinedale Term Credit Facility	41,000,000		882,000			12/29/2022		35,708,000			6.50	%		37,472,000			6.50	%	41,000,000				882,000			12/29/2022		34,826,000			6.50	%		37,472,000			6.50	%
7.00% Unsecured Convertible Senior Notes	115,000,000		—			6/15/2020		69,592,000			7.00	%		113,958,000			7.00	%	115,000,000				—			6/15/2020		5,526,000			7.00	%		113,958,000			7.00	%
5.875% Unsecured Convertible Senior Notes																			120,000,000				—			8/15/2025		120,000,000			5.875	%		—			—
Total Debt	Total Debt							$	105,300,000					$	151,430,000				Total Debt									$	160,352,000					$	151,430,000
Less:	Less:																		Less:
Unamortized deferred financing costs ⁽¹⁾	Unamortized deferred financing costs ⁽¹⁾							$	213,807					$	283,278				Unamortized deferred financing costs ⁽¹⁾									$	656,479					$	283,278
Unamortized discount on 7.00% Convertible Senior Notes	Unamortized discount on 7.00% Convertible Senior Notes							449,034						1,108,342					Unamortized discount on 7.00% Convertible Senior Notes									26,986						1,108,342
Unamortized discount on 5.875% Convertible Senior Notes																			Unamortized discount on 5.875% Convertible Senior Notes									3,430,522						—
Total Debt, net of deferred financing costs	Total Debt, net of deferred financing costs							$	104,637,159					$	150,038,380				Total Debt, net of deferred financing costs									$	156,238,013					$	150,038,380
Debt due within one year	Debt due within one year							$	72,641,639					$	3,528,000				Debt due within one year									$	9,025,251					$	3,528,000
(1) Unamortized deferred financing costs related to the Company's revolving credit facilities are included in Deferred Costs in the Assets section of the Consolidated Balance Sheets. Refer to the "Deferred Financing Costs" paragraph below.


Year	Amended Pinedale Term Credit Facility		Amended Pinedale Term Credit Facility
2019	$	1,764,000	$	882,000
2020	3,528,000		3,528,000
2021	3,528,000		3,528,000
2022	26,888,000		26,888,000
2023	—		—
Thereafter	—		—
Total Remaining Contractual Payments	$	35,708,000	$	34,826,000

																	Convertible Note Interest Expense
	For the Three Months Ended				For the Six Months Ended				For the Three Months Ended				For the Nine Months Ended
	June 30, 2019		June 30, 2018		June 30, 2019		June 30, 2018		September 30, 2019		September 30, 2018		September 30, 2019		September 30, 2018
7.00% Convertible Notes	$	1,226,580	$	1,995,000	$	2,633,437	$	3,990,000
7.00% Convertible Notes:
Interest Expense									$	632,189	$	1,994,853	$	3,265,626	$	5,984,853
Discount Amortization	117,139		184,728		250,049		369,456		62,030		184,728		312,079		554,184
Deferred Debt Issuance Amortization	7,650		12,069		16,331		24,138		4,051		12,069		20,382		36,207
Total 7.00% Convertible Notes									$	698,270	$	2,191,650	$	3,598,087	$	6,575,244

5.875% Convertible Notes:
Interest Expense									$	959,583	$	—	$	959,583	$	—
Discount Amortization									79,478		—		79,478		—
Deferred Debt Issuance Amortization									10,623		—		10,623		—
Total 5.875% Convertible Notes									$	1,049,684	$	—	$	1,049,684	$	—
Total Convertible Note Interest Expense	$	1,351,369	$	2,191,797	$	2,899,817	$	4,383,594	$	1,747,954	$	2,191,650	$	4,647,771	$	6,575,244



Book Value Per Common Share
Analysis of Equity	June 30, 2019			December 31, 2018
Series A Cumulative Redeemable Preferred Stock 7.375%, $125,493,175 and $125,555,675 liquidation preference ($2,500 per share, $0.001 par value), 10,000,000 authorized; 50,197 and 50,222 issued and outstanding at June 30, 2019 and December 31, 2018, respectively	$	125,493,175		$	125,555,675
Capital stock, non-convertible, $0.001 par value; 12,826,031 and 11,960,225 shares issued and outstanding at June 30, 2019 and December 31, 2018 (100,000,000 shares authorized)	12,826			11,960
Additional paid-in capital	349,165,900			320,295,969
Accumulated retained earnings	—			9,147,701
Total CorEnergy Stockholders' Equity	$	474,671,901		$	455,011,305
Subtract: 7.375% Series A Preferred Stock	(125,493,175		)	(125,555,675		)
Total CorEnergy Common Equity	$	349,178,726		$	329,455,630
Common shares outstanding	12,826,031			11,960,225
Book Value per Common Share	$	27.22		$	27.55

																							NAREIT FFO, FFO Adjusted for Securities Investment and AFFO Reconciliation
	For the Three Months Ended						For the Six Months Ended						For the Three Months Ended					For the Nine Months Ended
	June 30, 2019			June 30, 2018			June 30, 2019			June 30, 2018			September 30, 2019			September 30, 2018		September 30, 2019			September 30, 2018
Net Income attributable to CorEnergy Stockholders	$	9,824,926		$	7,810,849		$	13,691,367		$	15,518,557
Net Income (loss) attributable to CorEnergy Stockholders													$	(19,419,600	)	$	7,697,324	$	(5,728,233	)	$	23,215,881
Less:
Preferred Dividend Requirements	2,313,780			2,396,875			4,627,908			4,793,750			2,313,780			2,396,875		6,941,688			7,190,625
Net Income attributable to Common Stockholders	$	7,511,146		$	5,413,974		$	9,063,459		$	10,724,807
Net Income (loss) attributable to Common Stockholders													$	(21,733,380	)	$	5,300,449	$	(12,669,921	)	$	16,025,256
Add:
Depreciation	5,511,274			6,139,171			11,022,395			12,277,590			5,511,367			6,138,548		16,533,762			18,416,138
NAREIT funds from operations (NAREIT FFO)	$	13,022,420		$	11,553,145		$	20,085,854		$	23,002,397		$	(16,222,013	)	$	11,438,997	$	3,863,841		$	34,441,394
Add:
Distributions received from investment securities	285,259			55,714			541,874			59,665			360,182			5,627		902,056			65,292
Net realized and unrealized loss on other equity securities													—			930,147		—			1,797,281
Less:
Net distributions and other income	285,259			55,714			541,874			59,665			360,182			5,627		902,056			65,292
Net realized and unrealized loss on other equity securities	—			(881,100		)	—			(867,134		)
Income tax (expense) benefit from investment securities	(6,912		)	220,500			(158,705		)	241,987			(45,205		)	249,420		(203,910		)	491,407
Funds from operations adjusted for securities investments (FFO)	$	13,029,332		$	12,213,745		$	20,244,559		$	23,627,544		$	(16,176,808	)	$	12,119,724	$	4,067,751		$	35,747,268
Add:
Loss on extinguishment of debt	—			—			5,039,731			—			28,920,834			—		33,960,565			—
Provision for loan losses, net of tax	—			—			—			500,000			—			—		—			500,000
Transaction costs	88,611			24,615			142,581			56,896			14,799			66,895		157,380			123,791
Amortization of debt issuance costs	281,630			353,637			580,062			707,181			313,022			353,639		893,084			1,060,820
Amortization of deferred lease costs	22,983			22,983			45,966			45,966			22,983			22,983		68,949			68,949
Accretion of asset retirement obligation	110,993			127,928			221,985			255,856			110,992			127,928		332,977			383,784
Less:
Income tax (expense) benefit	(55,787		)	394,349			(351,329		)	817,688			137,911			497,247		(213,418		)	1,314,935
Adjusted funds from operations (AFFO)	$	13,589,336		$	12,348,559		$	26,626,213		$	24,375,755		$	13,067,911		$	12,193,922	$	39,694,124		$	36,569,677

Weighted Average Shares of Common Stock Outstanding:
Basic	12,811,171			11,928,297			12,708,626			11,923,627			13,188,546			11,939,360		12,870,357			11,928,929
Diluted	14,934,886			15,382,843			14,988,429			15,378,172			15,609,545			15,393,644		15,197,745			15,383,386
NAREIT FFO attributable to Common Stockholders
Basic	$	1.02		$	0.97		$	1.58		$	1.93		$	(1.23	)	$	0.96	$	0.30		$	2.89
Diluted ⁽¹⁾	$	0.96		$	0.89		$	1.53		$	1.78		$	(1.23	)	$	0.89	$	0.30		$	2.67
FFO attributable to Common Stockholders
Basic	$	1.02		$	1.02		$	1.59		$	1.98		$	(1.23	)	$	1.02	$	0.32		$	3.00
Diluted ⁽¹⁾	$	0.96		$	0.94		$	1.54		$	1.82		$	(1.23	)	$	0.93	$	0.32		$	2.75
AFFO attributable to Common Stockholders
Basic	$	1.06		$	1.04		$	2.10		$	2.04		$	0.99		$	1.02	$	3.08		$	3.07
Diluted ⁽²⁾	$	0.99		$	0.93		$	1.95		$	1.84		$	0.94		$	0.92	$	2.89		$	2.77
(1) Diluted per share calculations include dilutive adjustments for convertible note interest expense, discount amortization and deferred debt issuance amortization. Refer to the Convertible Note Interest Expense table in Part I, Item 1, Note 10 ("Debt") for additional details.
(1) The three and nine months ended September 30, 2019 diluted per share calculations exclude dilutive adjustments for convertible note interest expense, discount amortization and deferred debt issuance amortization because such impact is antidilutive. The three and nine months ended September 30, 2018 include these dilutive adjustments. For periods presented without per share dilution, the number of weighted average diluted shares is equal to the number of weighted average basic shares presented. Refer to the Convertible Note Interest Expense table in Part I, Item 1, Note 10 ("Debt") for additional details.													(1) The three and nine months ended September 30, 2019 diluted per share calculations exclude dilutive adjustments for convertible note interest expense, discount amortization and deferred debt issuance amortization because such impact is antidilutive. The three and nine months ended September 30, 2018 include these dilutive adjustments. For periods presented without per share dilution, the number of weighted average diluted shares is equal to the number of weighted average basic shares presented. Refer to the Convertible Note Interest Expense table in Part I, Item 1, Note 10 ("Debt") for additional details.
(2) Diluted per share calculations include a dilutive adjustment for convertible note interest expense. Refer to the Convertible Note Interest Expense table in Part I, Item 1, Note 10 ("Debt") for additional details.

																					Contractual Obligations
	Notional Value		Less than 1 year		1-3 years		3-5 years		More than 5 years		Notional Value		Less than 1 year		1-3 years		3-5 years		More than 5 years
Pinedale LP Debt	$	35,708,000	$	3,528,000	$	7,056,000	$	25,124,000	$	—	$	34,826,000	$	3,528,000	$	7,056,000	$	24,242,000	$	—
Interest payments on Pinedale LP Debt			2,204,294		3,755,278		885,434		—				2,151,607		3,627,618		477,569		—
Convertible Debt	69,592,000		69,592,000		—		—		—
Interest payments on Convertible Debt			4,871,440		—		—		—
7.00% Convertible Debt											5,526,000		5,526,000		—		—		—
Interest payments on 7.00% Convertible Debt													386,820		—		—		—
5.875% Convertible Debt											120,000,000		—		—		—		120,000,000
Interest payments on 5.875% Convertible Debt													7,108,750		14,100,000		14,100,000		7,050,000
Totals			$	80,195,734	$	10,811,278	$	26,009,434	$	—			$	18,701,177	$	24,783,618	$	38,819,569	$	127,050,000

										Liquidity and Capitalization
	June 30, 2019		December 31, 2018		September 30, 2019			December 31, 2018
Cash and cash equivalents	$	58,807,431	$	69,287,177	$	120,430,110		$	69,287,177
Revolver availability	$	123,154,209	$	122,721,258	$	136,848,986		$	122,721,258

Revolving credit facility	$	—	$	—	$	—		$	—
Long-term debt (including current maturities)	104,637,159		150,038,380		156,238,013			150,038,380
Stockholders' equity:
Series A Preferred Stock 7.375%, $0.001 par value	125,493,175		125,555,675		125,493,175			125,555,675
Capital stock, non-convertible, $0.001 par value	12,826		11,960		13,535			11,960
Additional paid-in capital	349,165,900		320,295,969		369,884,338			320,295,969
Retained earnings	—		9,147,701
Retained earnings (deficit)					(19,419,600		)	9,147,701
CorEnergy equity	474,671,901		455,011,305		475,971,448			455,011,305
Total CorEnergy capitalization	$	579,309,060	$	605,049,685	$	632,209,461		$	605,049,685