

Table of Contents						Glossary of Defined Terms

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

Certain statements included or incorporated by reference in this Quarterly Report on Form 10-Q ("Report") may be deemed "forward-looking statements" within the meaning of the federal securities laws. In many cases, these forward-looking statements may be identified by the use of words such as "will," "may," "should," "could," "believes," "expects," "anticipates," "estimates," "intends," "projects," "goals," "objectives," "targets," "predicts," "plans," "seeks," or similar expressions.

Although we believe the expectations reflected in any forward-looking statements are based on reasonable assumptions, forward-looking statements are not guarantees of future performance or results and we can give no assurance that these expectations will be attained. Our actual results may differ materially from those indicated by these forward-looking statements due to a variety of known and unknown risks and uncertainties. You should also understand that it is not possible to predict or identify all such factors and should not consider the following list to be a complete statement of all potential risks and uncertainties. Factors that could cause our actual results to differ materially from the results contemplated by such forward-looking statements include:

•the ability of our tenants and borrowers to make payments under their respective leases and mortgage loans, our reliance on certain major tenants under single tenant leases and our ability to re-lease properties;

•the ability and willingness of each of our tenants to satisfy their obligations under the respective lease agreements;

•risks associated with the bankruptcy or default of any of our tenants or borrowers, including the exercise of the rights and remedies of bankrupt entities;

•changes in economic and business conditions in the energy infrastructure sector where our investments are concentrated, including the financial condition of our tenants or borrowers and general economic conditions in the particular sectors of the energy industry served by each of our infrastructure assets;

•the recent outbreak of COVID-19 and certain developments in the global oil markets, including the general decline in business activity and demand affecting our tenants' operations and ability or willingness to pay rent;

•the inherent risks associated with owning real estate, including real estate market conditions, governing laws and regulations, including potential liabilities related to environmental matters, and the relative illiquidity of real estate investments;

~~risks associated~~•our continued ability to access the debt and equity markets, including our ability to continue using our SEC shelf registration statements;

•our ability to comply with ~~the bankruptcy or default of any of our tenants or borrowers, including the exercise of the rights and remedies of bankrupt entities;~~certain debt covenants;

•the impact of laws and governmental regulations applicable to certain of our infrastructure assets, including additional costs imposed on our business or other adverse impacts as a result of any unfavorable changes in such laws or regulations;

•the potential impact of greenhouse gas regulation and climate change on our or our tenants' business, financial condition and results of operations;

•the loss of any member of our management team;

~~our continued ability to access the debt and equity markets, including our ability to continue using our SEC shelf registration statements;~~

•our ability to successfully implement our selective acquisition strategy;

•our ability to obtain suitable tenants for our properties;

•our ability to refinance amounts outstanding under our credit facilities and our convertible notes at maturity on terms favorable to us;

•changes in interest rates under our current credit facilities and under any additional variable rate debt arrangements that we may enter into in the future;

~~our ability to comply with certain debt covenants;~~

•dependence by us and our tenants on key customers for significant revenues, and the risk of defaults by any such tenants or customers;

•our or our tenants' ability to secure adequate insurance and risk of potential uninsured losses, including from natural disasters;

•the continued availability of third-party pipelines, railroads or other facilities interconnected with certain of our infrastructure assets;

•risks associated with owning, operating or financing properties for which the tenants', mortgagors' or our operations may be impacted by extreme weather patterns and other natural phenomena;

•our ability to sell properties at an attractive price;

•market conditions and related price volatility affecting our debt and equity securities;

•competitive and regulatory pressures on the revenues of our interstate natural gas transmission business;


Table of Contents						Glossary of Defined Terms

•changes in federal or state tax rules or regulations that could have adverse tax consequences;

•our ability to maintain internal controls and processes to ensure all transactions are accounted for properly, all relevant disclosures and filings are timely made in accordance with all rules and regulations, and any potential fraud or embezzlement is thwarted or detected;



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

•changes in federal income tax regulations (and applicable interpretations thereof), or in the composition or performance of our assets, that could impact our ability to continue to qualify as a real estate investment trust for federal income tax purposes; and

•risks related to potential terrorist attacks, acts of cyber-terrorism, or similar disruptions that could disrupt access to our information technology systems or result in other significant damage to our business and properties, some of which may not be covered by insurance and all of which could adversely impact distributions to our stockholders.

Forward-looking statements speak only as of the date on which they are made. While we may update these statements from time to time, we are not required to do so other than pursuant to applicable laws. For a further discussion of these and other factors that could impact our future results and performance, see Part I, Item 1A, "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, ~~2018,~~2019, filed with the SEC on February ~~28, 2019, as supplemented by the disclosures contained in~~27, 2020, and 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, and in~~ this Report.



Table of Contents						Glossary of Defined Terms

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

CorEnergy Infrastructure Trust, Inc.

CONSOLIDATED BALANCE SHEETS


	September 30, 2020		December 31, 2019
Assets	(Unaudited)
Leased property, net of accumulated depreciation of $5,631,017 and $105,825,816	$	66,121,507	$	379,211,399

Property and equipment, net of accumulated depreciation of $21,815,093 and $19,304,610	105,510,927		106,855,677
Financing notes and related accrued interest receivable, net of reserve of $600,000 and $600,000	1,202,960		1,235,000


Cash and cash equivalents	104,221,404		120,863,643
Deferred rent receivable	0		29,858,102
Accounts and other receivables	3,103,170		4,143,234


Deferred costs, net of accumulated amortization of $1,979,058 and $1,956,710	1,229,159		2,171,969




Prepaid expenses and other assets	1,861,017		804,341
Deferred tax asset, net	4,367,933		4,593,561
Goodwill	1,718,868		1,718,868
Total Assets	$	289,336,945	$	651,455,794
Liabilities and Equity






Secured credit facilities, net of debt issuance costs of $0 and $158,070	$	0	$	33,785,930
Unsecured convertible senior notes, net of discount and debt issuance costs of $3,206,295 and $3,768,504	114,843,705		118,323,496
Asset retirement obligation	8,646,065		8,044,200
Accounts payable and other accrued liabilities	3,760,287		6,000,981
Management fees payable	969,756		1,669,950



Unearned revenue	6,053,376		6,891,798
Total Liabilities	$	134,273,189	$	174,716,355
Equity

Series A Cumulative Redeemable Preferred Stock 7.375%, $125,270,350 and $125,493,175 liquidation preference ($2,500 per share, $0.001 par value), 10,000,000 authorized; 50,108 and 50,197 issued and outstanding at September 30, 2020 and December 31, 2019, respectively	$	125,270,350	$	125,493,175
Capital stock, non-convertible, $0.001 par value; 13,651,521 and 13,638,916 shares issued and outstanding at September 30, 2020 and December 31, 2019 (100,000,000 shares authorized)	13,652		13,639
Additional paid-in capital	342,734,629		360,844,497
Retained deficit	(312,954,875)		(9,611,872)



Total Equity	155,063,756		476,739,439
Total Liabilities and Equity	$	289,336,945	$	651,455,794
See accompanying Notes to Consolidated Financial Statements.

September 30, 2019 December 31, 2018
Assets (Unaudited)
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 1,267,500
1,300,000
Note receivable —
5,000,000
Cash and cash equivalents 120,430,110
69,287,177
Deferred rent receivable 29,599,410
25,942,755
Accounts and other receivables 3,001,569
5,083,243
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 694,288
668,584
Deferred tax asset, net 4,883,349
4,948,203
Goodwill 1,718,868
1,718,868
Total Assets $ 655,809,192
$ 624,883,180
Liabilities and Equity
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 8,289,320
7,956,343
Accounts payable and other accrued liabilities 7,133,813
3,493,490
Management fees payable 1,665,026
1,831,613
Unearned revenue 6,511,572
6,552,049
Total Liabilities $ 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 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 369,884,338
320,295,969
Retained earnings (deficit) (19,419,600 ) 9,147,701
Total Equity 475,971,448
455,011,305
Total Liabilities and Equity $ 655,809,192
$ 624,883,180
See accompanying Notes to Consolidated Financial Statements.



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CorEnergy Infrastructure Trust, Inc.

CONSOLIDATED STATEMENTS OF ~~INCOME~~ OPERATIONS (Unaudited)


	For the Three Months Ended				For the Nine Months Ended
	September 30, 2020		September 30, 2019		September 30, 2020		September 30, 2019
Revenue
Lease revenue	$	20,126	$	16,984,903	$	21,320,998	$	50,338,489
Deferred rent receivable write-off	0		0		(30,105,820)		0
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	0		0		140,268,379		0
Loss on impairment and disposal of leased property	0		0		146,537,547		0
Loss on termination of lease	0		0		458,297		0

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	0		(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
See accompanying Notes to Consolidated Financial Statements.

For the Three Months Ended For the Nine Months Ended
September 30, 2019 September 30, 2018 September 30, 2019 September 30, 2018
Revenue
Lease revenue $ 16,984,903

$ 18,391,983
$ 50,338,489
$ 54,259,701
Transportation and distribution revenue 4,068,338

4,244,722
13,808,064
12,071,858
Financing revenue 28,003

—
89,532
—
Total Revenue 21,081,244

22,636,705
64,236,085
66,331,559
Expenses
Transportation and distribution expenses 1,116,194

2,241,999
3,866,092
5,349,419
General and administrative 2,494,240
3,046,481
8,104,502
8,881,314
Depreciation, amortization and ARO accretion expense 5,645,342

6,289,459
16,935,688
18,868,871
Provision for loan losses —

—
—

500,000
Total Expenses 9,255,776

11,577,939
28,906,282

33,599,604
Operating Income $ 11,825,468

$ 11,058,766
$ 35,329,803
$ 32,731,955
Other Income (Expense)
Net distributions and other income $ 360,182
$ 5,627
$ 902,056
$ 65,292
Net realized and unrealized loss on other equity securities —
(930,147 ) —
(1,797,281 )
Interest expense (2,777,122 ) (3,183,589 ) (7,582,199 ) (9,590,427 )
Loss on extinguishment of debt (28,920,834 ) —
(33,960,565 ) —
Total Other Expense (31,337,774 ) (4,108,109 ) (40,640,708 ) (11,322,416 )
Income (loss) before income taxes (19,512,306 ) 6,950,657
(5,310,905 ) 21,409,539
Taxes
Current tax expense (benefit) (1,270 ) (8,393 ) 352,474
(54,727 )
Deferred tax expense (benefit) (91,436 ) (738,274 ) 64,854
(1,751,615 )
Income tax expense (benefit), net (92,706 ) (746,667 ) 417,328
(1,806,342 )
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
6,941,688
7,190,625
Net Income (loss) attributable to Common Stockholders $ (21,733,380 ) $ 5,300,449
$ (12,669,921 ) $ 16,025,256

Earnings (Loss) Per Common Share:
Basic $ (1.65 ) $ 0.44
$ (0.98 ) $ 1.34
Diluted $ (1.65 ) $ 0.44
$ (0.98 ) $ 1.34
Weighted Average Shares of Common Stock Outstanding:
Basic 13,188,546
11,939,360
12,870,357
11,928,929
Diluted 13,188,546
11,939,360
12,870,357
11,928,929
Dividends declared per share $ 0.750
$ 0.750
$ 2.250
$ 2.250
See accompanying Notes to Consolidated Financial Statements.



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CorEnergy Infrastructure Trust, Inc.

CONSOLIDATED ~~STATEMENT~~STATEMENTS OF EQUITY


	Capital Stock			Preferred Stock		Additional Paid-in Capital		Retained Earnings (Deficit)		Total
	Shares	Amount		Amount
Balance at December 31, 2018	11,960,225	$	11,960	$	125,555,675	$	320,295,969	$	9,147,701	$	455,011,305

Net income	—	—		—		—		3,866,441		3,866,441
Series A preferred stock dividends	—	—		—		—		(2,313,780)		(2,313,780)
Preferred stock repurchases(1)	—	—		(62,500)		2,195		(245)		(60,550)
Common stock dividends	—	—		—		0		(9,597,948)		(9,597,948)
Common stock issued upon exchange of convertible notes	837,040	837		—		28,868,672		—		28,869,509
Reinvestment of dividends paid to common stockholders	11,076	11		—		403,820		—		403,831
Balance at March 31, 2019 (Unaudited)	12,808,341	$	12,808	$	125,493,175	$	349,570,656	$	1,102,169	$	476,178,808
Net income	—	—		—		—		9,824,926		9,824,926
Series A preferred stock dividends	—	—		—		—		(2,313,780)		(2,313,780)
Common stock dividends	—	—		—		(992,940)		(8,613,315)		(9,606,255)
Common stock issued upon conversion of convertible notes	17,690	18		—		588,184		��		588,202
Balance at June 30, 2019 (Unaudited)	12,826,031	$	12,826	$	125,493,175	$	349,165,900	$	0	$	474,671,901
Net loss	—	—		—		—		(19,419,600)		(19,419,600)
Series A preferred stock dividends	—	—		—		(2,313,780)		—		(2,313,780)
Common stock dividends	—	—		—		(10,148,688)		—		(10,148,688)
Common stock issued upon exchange of convertible notes	703,432	703		—		33,001,090		—		33,001,793
Common stock issued upon conversion of convertible notes	5,393	6		—		179,816		—		179,822
Balance at September 30, 2019 (Unaudited)	13,534,856	$	13,535	$	125,493,175	$	369,884,338	$	(19,419,600)	$	475,971,448
(1) In connection with the repurchases of Series A Preferred Stock during 2019, the addition to preferred dividends of $245 represents the premium in the repurchase price paid compared to the carrying amount derecognized.


	Capital Stock			Preferred Stock		Additional Paid-in Capital		Retained Deficit		Total
	Shares	Amount		Amount
Balance at December 31, 2019	13,638,916	$	13,639	$	125,493,175	$	360,844,497	$	(9,611,872)	$	476,739,439

Net loss	—	—		—		—		(162,042,368)		(162,042,368)
Series A preferred stock dividends	—	—		—		(2,313,780)		—		(2,313,780)
Preferred stock repurchases(1)	—	—		(222,825)		7,932		52,896		(161,997)
Common stock dividends	—	—		—		(10,238,640)		—		(10,238,640)
Common stock issued upon exchange of convertible notes	12,605	13		—		419,116		—		419,129

Balance at March 31, 2020 (Unaudited)	13,651,521	$	13,652	$	125,270,350	$	348,719,125	$	(171,601,344)	$	302,401,783
Net loss	—	—		—		—		(137,434,433)		(137,434,433)



Series A preferred stock dividends	—	—		—		(2,309,672)		—		(2,309,672)

Common stock dividends	—	—		—		(682,576)		—		(682,576)



Balance at June 30, 2020 (Unaudited)	13,651,521	$	13,652	$	125,270,350	$	345,726,877	$	(309,035,777)	$	161,975,102
Net loss	—	—		—		—		(3,919,098)		(3,919,098)
Series A preferred stock dividends	—	—		—		(2,309,672)		—		(2,309,672)
Common stock dividends	—	—		—		(682,576)		—		(682,576)
Balance at September 30, 2020 (Unaudited)	13,651,521	$	13,652	$	125,270,350	$	342,734,629	$	(312,954,875)	$	155,063,756
(1) In connection with the repurchase of Series A Preferred Stock during 2020, the deduction from preferred dividends of $52,896 represents the discount in the repurchase price paid compared to the carrying amount derecognized.
See accompanying Notes to Consolidated Financial Statements.

Capital Stock Preferred Stock Additional
Paid-in
Capital Retained
Earnings Total
Shares Amount Amount
Balance at December 31, 2017 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 )
Net income —
—
—
—
7,707,708
7,707,708
Series A preferred stock dividends —
—
—
—
(2,396,875 ) (2,396,875 )
Common stock dividends —
—
—
(3,626,039 ) (5,310,833 ) (8,936,872 )
Reinvestment of dividends paid to common stockholders 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
Net income —
—
—
—
7,810,849
7,810,849
Series A preferred stock dividends —
—
—
—
(2,396,875 ) (2,396,875 )
Common stock dividends —
—
—
(3,530,139 ) (5,413,974 ) (8,944,113 )
Common stock issued under director's compensation plan 1,006
1
—
37,499
—
37,500
Reinvestment of dividends paid to common stockholders 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
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

Capital Stock
Preferred Stock
Additional
Paid-in
Capital
Retained
Earnings (Deficit)
Total

Shares
Amount
Amount

Balance at December 31, 2018 11,960,225
$ 11,960
$ 125,555,675
$ 320,295,969
$ 9,147,701
$ 455,011,305
Net income —
—
—
—
3,866,441
3,866,441
Series A preferred stock dividends —
—
—
—
(2,313,780 ) (2,313,780 )
Preferred stock repurchases⁽¹⁾
—
—
(62,500 ) 2,195
(245 ) (60,550 )
Common stock dividends —
—
—
—
(9,597,948 ) (9,597,948 )
Common stock issued upon exchange of convertible notes 837,040
837
—
28,868,672
—
28,869,509
Reinvestment of dividends paid to common stockholders 11,076
11
—
403,820
—
403,831
Balance at March 31, 2019 (Unaudited) 12,808,341
12,808
125,493,175
349,570,656
1,102,169
476,178,808
Net income —
—
—
—
9,824,926
9,824,926
Series A preferred stock dividends —
—
—
—
(2,313,780 ) (2,313,780 )
Common stock dividends —
—
—
(992,940 ) (8,613,315 ) (9,606,255 )
Common stock issued upon conversion of convertible notes 17,690
18
—
588,184
—
588,202
Balance at June 30, 2019 (Unaudited) 12,826,031
12,826
125,493,175
349,165,900
—
474,671,901
Net loss —
—
—
—
(19,419,600 ) (19,419,600 )
Series A preferred stock dividends —
—
—
(2,313,780 ) —
(2,313,780 )
Common stock dividends —
—
—
(10,148,688 ) —
(10,148,688 )
Common stock issued upon exchange of convertible notes 703,432
703
—
33,001,090
—
33,001,793
Common stock issued upon conversion of convertible notes 5,393
6
—
179,816
—
179,822
Balance at September 30, 2019 (Unaudited) 13,534,856
13,535
125,493,175
369,884,338
(19,419,600 ) 475,971,448
See accompanying Notes to Consolidated Financial Statements.
(1) In connection with the repurchases of Series A Preferred Stock during 2019, the addition to preferred dividends of $245 represents the premium in the repurchase price paid compared to the carrying amount derecognized.



Table of Contents						Glossary of Defined Terms

CorEnergy Infrastructure Trust, Inc.

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)


	For the Nine Months Ended
	September 30, 2020		September 30, 2019
Operating Activities
Net loss	$	(303,395,899)	$	(5,728,233)
Adjustments to reconcile net loss to net cash provided by operating activities:
Deferred income tax, net	225,628		64,854
Depreciation, amortization and ARO accretion	12,441,775		17,828,773

Loss on impairment of leased property	140,268,379		0
Loss on impairment and disposal of leased property	146,537,547		0
Loss on termination of lease	458,297		0
Deferred rent receivable write-off, noncash	30,105,820		0
(Gain) loss on extinguishment of debt	(11,549,968)		33,960,565

Gain on sale of equipment	(3,542)		(1,800)







Changes in assets and liabilities:
Increase in deferred rent receivable	(247,718)		(3,656,655)
Decrease in accounts and other receivables	1,040,064		2,081,674
Increase in financing note accrued interest receivable	(11,293)		0
Increase in prepaid expenses and other assets	(1,056,726)		(26,026)
Decrease in management fee payable	(700,194)		(166,587)
Increase (decrease) in accounts payable and other accrued liabilities	(2,551,374)		3,449,442

Decrease in unearned revenue	(838,422)		(40,477)
Net cash provided by operating activities	$	10,722,374	$	47,765,530
Investing Activities




Purchases of property and equipment, net	(885,711)		(311,566)
Proceeds from sale of property and equipment	7,500		0
Principal payment on note receivable	0		5,000,000


Principal payment on financing note receivable	43,333		32,500

Net cash provided by (used in) investing activities	$	(834,878)	$	4,720,934
Financing Activities

Debt financing costs	0		(161,963)


Net offering proceeds on convertible debt	0		116,355,125


Repurchases of preferred stock	(161,997)		(60,550)
Dividends paid on Series A preferred stock	(6,933,124)		(6,941,340)
Dividends paid on common stock	(11,603,792)		(28,949,060)
Cash paid for extinguishment of convertible notes	(1,316,250)		(78,939,743)
Cash paid for maturity of convertible notes	(1,676,000)		0
Cash paid for settlement of Pinedale Secured Credit Facility	(3,074,572)		0




Principal payments on secured credit facilities	(1,764,000)		(2,646,000)
Net cash used in financing activities	$	(26,529,735)	$	(1,343,531)
Net Change in Cash and Cash Equivalents	$	(16,642,239)	$	51,142,933
Cash and Cash Equivalents at beginning of period	120,863,643		69,287,177
Cash and Cash Equivalents at end of period	$	104,221,404	$	120,430,110

Supplemental Disclosure of Cash Flow Information
Interest paid	$	9,066,335	$	5,893,078
Income taxes paid (net of refunds)	(466,382)		282,786

Non-Cash Investing Activities
Proceeds from sale of leased property provided directly to secured lender	$	18,000,000	$	0
Purchases of property, plant and equipment in accounts payable and other accrued liabilities	313,859		0

For the Nine Months Ended

September 30, 2019
September 30, 2018
Operating Activities

Net income (loss) $ (5,728,233 )
$ 23,215,881
Adjustments to reconcile net income to net cash provided by operating activities:

Deferred income tax, net 64,854

(1,751,615 )
Depreciation, amortization and ARO accretion 17,828,773

19,929,691
Provision for loan losses —

500,000
Loss on extinguishment of debt 33,960,565
—
Gain on sale of equipment (1,800 )
(8,416 )
Net realized and unrealized loss on other equity securities —

1,797,281
Common stock issued under directors' compensation plan —

67,500
Changes in assets and liabilities:

Increase in deferred rent receivable (3,656,655 ) (5,403,281 )
Decrease in accounts and other receivables 2,081,674

936,672
Increase in prepaid expenses and other assets (26,026 )
(22,001 )
Increase (decrease) in management fee payable (166,587 )
72,885
Increase in accounts payable and other accrued liabilities 3,449,442

2,436,421
Decrease in current income tax liability —

(2,172,200 )
Increase (decrease) in unearned revenue (40,477 )
121,731
Net cash provided by operating activities $ 47,765,530

$ 39,720,549
Investing Activities

Purchases of property and equipment, net (311,566 )
(94,980 )
Proceeds from sale of property and equipment —

17,999
Principal payment on note receivable 5,000,000
—
Principal payment on financing note receivable 32,500

—
Net cash provided by (used in) investing activities $ 4,720,934

$ (76,981 )
Financing Activities

Debt financing costs (161,963 )
(264,010 )
Net offering proceeds on convertible debt 116,355,125

—
Cash paid for extinguishment of convertible notes (78,939,743 ) —
Repurchases of preferred stock (60,550 ) —
Dividends paid on Series A preferred stock (6,941,340 ) (7,190,625 )
Dividends paid on common stock (28,949,060 )
(25,718,189 )
Principal payments on secured credit facilities (2,646,000 )
(2,646,000 )
Net cash used in financing activities $ (1,343,531 )
$ (35,818,824 )
Net Change in Cash and Cash Equivalents $ 51,142,933

$ 3,824,744
Cash and Cash Equivalents at beginning of period 69,287,177

15,787,069
Cash and Cash Equivalents at end of period $ 120,430,110

$ 19,611,813

Supplemental Disclosure of Cash Flow Information

Interest paid $ 5,893,078
$ 6,404,134
Income taxes paid (net of refunds) 282,786
2,117,473

Non-Cash Financing Activities
Change in accounts payable and accrued expenses related to debt financing costs $ 197,227
$ (255,037 )
Reinvestment of distributions by common stockholders in additional common shares 403,831
1,113,727
Common stock issued upon exchange and conversion of convertible notes 62,639,326
42,654
See accompanying Notes to Consolidated Financial Statements.


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	For the Nine Months Ended
	September 30, 2020		September 30, 2019
Non-Cash Financing Activities
Change in accounts payable and accrued expenses related to debt financing costs	$	0	$	197,227
Reinvestment of distributions by common stockholders in additional common shares	0		403,831
Common stock issued upon exchange and conversion of convertible notes	419,129		62,639,326
Proceeds from sale of leased property used in settlement of Pinedale Secured Credit Facility	(18,000,000)		0
See accompanying Notes to Consolidated Financial Statements.


Table of Contents						Glossary of Defined Terms


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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

September 30, ~~2019~~2020

1.INTRODUCTION AND BASIS OF PRESENTATION

Introduction

CorEnergy Infrastructure Trust, Inc. ("CorEnergy" or "the Company"), was organized as a Maryland corporation and commenced operations on December 8, 2005. The Company's common shares are listed on the New York Stock Exchange ("NYSE") under the symbol "CORR" and its depositary shares representing Series A Preferred Stock are listed on the NYSE under the symbol "CORR PrA".

The Company is primarily focused on acquiring and financing real estate assets within the U.S. energy infrastructure ~~sector and~~sector. Historically, the Company has focused primarily on entering into long-term triple-net participating leases with energy ~~companies. The Company~~companies, and also ~~may provide~~has provided other types of capital, including loans secured by energy infrastructure assets. Targeted assets include pipelines, storage tanks, transmission lines, and gathering systems, among others. These sale-leaseback or real property mortgage transactions can provide the energy company with a source of capital that is an alternative to other sources such as corporate borrowing, bond offerings, or equity offerings. ~~Many of the~~The Company's leases ~~contain~~have typically contained participation features in the financial performance or value of the underlying infrastructure real property asset. The triple-net lease structure requires that the tenant pay all operating expenses of the business conducted by the tenant, including real estate taxes, insurance, utilities, and expenses of maintaining the asset in good working order. CorEnergy's Private Letter Rulings enable the Company to invest in a broader set of revenue contracts within its REIT structure, including the opportunity to not only own but also operate infrastructure assets. CorEnergy considers its investments in these energy infrastructure assets to be a single business segment and reports them accordingly in its financial statements.

Basis of Presentation

The accompanying consolidated financial statements include CorEnergy accounts and the accounts of its wholly-owned subsidiaries and have been prepared in accordance with ~~GAAP~~ U.S. generally accepted accounting principles ("GAAP") set forth in the ~~ASC,~~Accounting Standards Codification ("ASC"), as published by the ~~FASB,~~Financial Accounting Standards Board ("FASB"), and with the ~~SEC~~Securities and Exchange Commission ("SEC") instructions to Form 10-Q, and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. The accompanying consolidated financial statements reflect all adjustments that are, in the opinion of management, necessary for a fair presentation of the Company's financial position, results of operations, and cash flows for the periods presented. There were no adjustments that, in the opinion of management, were not of a normal and recurring nature. All intercompany transactions and balances have been eliminated in consolidation.

The FASB issued ASU 2015-02 "Consolidations (Topic 810) - Amendments to the Consolidation Analysis" ("ASU 2015-02"), which amended previous consolidation guidance, including introducing a separate consolidation analysis specific to limited partnerships and other similar entities. Under this analysis, limited partnerships and other similar entities are considered a variable interest entity ("VIE") unless the limited partners hold substantive kick-out rights or participating rights. Management determined that Pinedale LP and Grand Isle Corridor LP are VIEs under the amended guidance because the limited partners of both partnerships lack both substantive kick-out rights and participating rights. However, based on the general partners' roles and rights as afforded by the partnership agreements and its exposure to losses and benefits of each of the partnerships through its significant limited partner interests, management determined that CorEnergy is the primary beneficiary of both Pinedale LP and Grand Isle Corridor LP. Based upon this evaluation and the Company's 100 percent ownership of the limited partnership interest in both Pinedale LP and Grand Isle Corridor LP, the consolidated financial statements presented include full consolidation with respect to both partnerships.

Operating results for the three and nine months ended September 30, ~~2019~~2020 are not necessarily indicative of the results that may be expected for the year ending December 31, ~~2019~~2020 or any other interim or annual period. These consolidated financial statements and Management's Discussion and Analysis of the Financial Condition and Results of Operations should be read in conjunction with CorEnergy's Annual Report on Form 10-K, for the year ended December 31, ~~2018,~~2019, filed with the SEC on February ~~28, 2019~~27, 2020 (the ~~"2018~~"2019 CorEnergy 10-K").

2.~~RECENT ACCOUNTING PRONOUNCEMENTS~~

In February of 2016, the FASB issued ASU 2016-02 "Leases" ("ASU 2016-02" or "ASC 842"), which amends the existing accounting standards for lease accounting, including requiring lessees to recognize most leases on their balance sheets and making targeted changes to lessor accounting. ASC 842 is effective for fiscal years and interim periods beginning after December 15, 2018. The Company adopted ASC 842 effective January 1, 2019 using the modified retrospective approach by applying the transition provisions at the beginning of the period of adoption. The adoption of the new standard resulted in the recording of right-



Table of Contents						Glossary of Defined Terms

2. RECENT ACCOUNTING PRONOUNCEMENTS

of-use assets and lease liabilities of approximately $75 thousand each, included in prepaid expenses and other assets and accounts payable and other accrued liabilities, respectively, as of January 1, 2019. There was no difference between the right-of-use assets and lease liabilities resulting in an adjustment to retained earnings. The standard did not materially impact the Company's Consolidated Statements of Income and had no impact on the Consolidated Statements of Cash Flows. The Company will continue to apply legacy guidance in ASC 840, "Leases," ~~including its disclosure requirements, in the comparative periods presented in the year of adoption.~~

In accordance with ASC 842 transition disclosure requirements, the cumulative effect of changes made to the Consolidated Balance Sheets as of January 1, 2019 for the adoption of ASC 842 were as follows:

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

In adopting ASC 842, the Company elected the package of practical expedients permitted under the transition guidance within the new standard, which among other things, allowed the carry forward of historical lease classification. For the underlying lessee asset class related to single-use office space, the Company also elected the lessee separation and allocation practical expedient to not separate lease and non-lease components and instead to account for each separate lease component and non-lease component as a single lease component. For the underlying lessor asset class related to pipelines residing on military bases, the Company elected the lessor separation and allocation practical expedient to not separate lease and non-lease components and instead to account for each separate lease component and non-lease component as a single lease component if the non-lease components otherwise will be accounted for in accordance with ASC 606, and both the following criteria are met: (i) the timing and pattern of revenue recognition are the same for the non-lease component(s) and the related lease component and (ii) the lease component will be classified as an operating lease. Additionally, the Company elected the practical expedient related to land easements, allowing the carry forward of accounting treatment for land easements on existing agreements, which are currently accounted for within property, plant and equipment.

In June of 2016, the FASB issued ASU 2016-13 ~~"Financial~~"Financial Instruments - Credit ~~Losses"~~Losses" ("ASU 2016-13"), which introduces an approach based on expected losses to estimate credit losses on certain types of financial instruments. The new model, referred to as the current expected credit losses ("CECL model"), will apply to financial assets subject to credit losses and measured at amortized cost, and certain off-balance sheet credit exposures. ASU 2016-13 is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. ~~Early application~~In November of 2019, the FASB issued ASU 2019-10, Financial Instruments - Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842) Effective Dates, which deferred the effective dates of these standards for certain entities. Based on the guidance for smaller reporting companies, the effective date of ASU 2016-13 is deferred for the Company until fiscal year 2023 with early adoption permitted, and the Company has elected to defer adoption of this standard.

Although the Company has elected to defer adoption of ASU 2016-13, it will continue to evaluate the potential impact of the ~~guidance will be permitted for all entities for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years.~~standard on its consolidated financial statements. As part of its ongoing assessment work, the Company has formed an implementation team, completed training on the CECL model ~~completed a review of the financial assets in scope, started to assess the accounting impact~~ and has begun developing policies, processes and internal controls.

In December of 2019, the FASB issued ASU 2019-12, "Simplifying the Accounting for Income Taxes (Topic 740)" ("ASU 2019-12"), which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. ASU 2019-12 is effective for fiscal years beginning after December 15, 2020 and interim periods within those fiscal years; however, early adoption is permitted for all entities. The Company continues to assess the impact of adopting ASU 2019-12 but does not believe it will have a material impact on its consolidated financial statements.

In March of 2020, the FASB issued ASU 2020-04, "Reference Rate Reform (Topic 848)" ("ASU 2020-04"). In response to concerns about structural risks of interbank offered rates including the risk of cessation of the London Interbank Offered Rate (LIBOR), regulators in several jurisdictions around the world have undertaken reference rate reform initiatives to identify alternative reference rates that are more observable and less susceptible to manipulation. The provisions of ASU 2020-04 are elective and apply to all entities, subject to meeting certain criteria, that have debt or hedging contracts, among other contracts, that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. ASU 2020-04, among other things, provides optional expedients and exceptions for a limited period of time for applying U.S. GAAP to these contracts if certain criteria are met to ease the potential burden in accounting for or recognizing the effects of reference rate reform on financial reporting. ASU 2020-04 is effective for all entities as of March 12, 2020 through December 31, 2022. The Company is currently evaluating its contracts that reference LIBOR and the ~~potential impact of ASU 2016-13 on its consolidated financial statements.~~optional expedients and exceptions provided by the FASB.

3.LEASED PROPERTIES AND LEASES

The Company primarily acquires mid-stream and downstream assets in the U.S. energy sector such as pipelines, storage terminals, and gas and electric distribution systems and, ~~leases~~historically, has leased many of these assets to operators under triple-net leases. These leases typically include a contracted base rent with escalation clauses and participating rents that are tied to contract-specific criteria. Base rents under the Company's leases are structured on an estimated fair market value rent structure over the initial term, which includes assumptions related to the terminal value of the assets and expectations of tenant renewals. At the conclusion of the initial lease term, the Company's leases may contain fair market value repurchase options or fair market rent renewal terms. These clauses also act as safeguards against the Company's tenants pursuing activities which would undermine or degrade the value of the assets faster than the underlying reserves are depleted. Participating rents are structured to provide exposure to the successful commercial activity of the tenant, and as such, also provide protection in the event that the economic life of the assets is reduced based on accelerated production by the Company's tenants. While the Company is primarily a lessor, certain of its operating subsidiaries are lessees and have entered into lease agreements as discussed further below.



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

LESSOR - LEASED PROPERTIES

The Company's current leased ~~properties are~~property is classified as an operating ~~leases~~lease and ~~are~~is recorded as leased property in the Consolidated Balance Sheets. Initial direct costs incurred in connection with the creation and execution of a lease prior to January 1, 2019 are capitalized and amortized over the lease term. The Company did not reassess initial indirect cost as it elected the package of practical expedients. Subsequent to January 1, 2019, initial direct costs under ASC 842 are incremental costs of a lease that would not have been incurred if the lease had not been obtained and may include commissions or payments made to an existing tenant as an incentive to terminate its lease. Base rent related to the Company's leased property is recognized on a straight-line basis over the term of the lease when ~~collectability~~collectibility is probable. Participating rent is recognized when it is earned, based on the achievement of specified performance criteria. Base and participating rent are recorded as lease revenue in the Consolidated Statements of ~~Income. Rental payments received in advance are classified as unearned revenue and included as a liability within~~Operations. The Company regularly evaluates the ~~Consolidated Balance Sheets. Unearned revenue is amortized ratably over the lease period as revenue recognition criteria are met. Rental payments received in arrears are accrued and classified as~~collectibility of any deferred rent receivable on a lease by lease basis. The evaluation primarily includes assessing the financial condition and ~~included in assets within the Consolidated Balance Sheets.~~

~~Under~~credit quality of the Company's ~~triple-net leases,~~tenants, changes in tenant's payment history and current economic factors. When the ~~tenant is required to pay property taxes and insurance directly to~~collectibility of the ~~applicable third-party provider. Consistent with guidance in ASC 842,~~deferred rent receivable or future lease payments are no


Table of Contents						Glossary of Defined Terms

longer probable, the Company will ~~present~~recognize a write-off of the ~~cost and the lessee's direct payment to the third-party under the triple-net leases on~~deferred rent receivable as a ~~net basis~~reduction of revenue in the Consolidated Statements of ~~Income.~~Operations.

As of September 30, ~~2019,~~2020, following the sale of the Pinedale LGS on June 30, 2020 (refer to "Impairment and Sale of the Pinedale Liquids Gathering System" below), the Company ~~had two~~has 1 significant ~~properties~~property located in ~~Wyoming,~~ Louisiana and the Gulf of Mexico ~~which are~~ leased on a triple-net basis to a major ~~tenants,~~tenant, described in the table below. ~~These~~The major ~~tenants are~~tenant is responsible for the payment of all taxes, maintenance, repairs, insurance, and other operating expenses relating to the leased ~~properties.~~property. The Company's long-term, triple-net leases generally have an initial term ~~of 11 to 15 years~~ with options for renewals. Lease payments are scheduled to increase at varying intervals during the initial term of the ~~leases.~~lease. The following table summarizes the significant leased ~~properties,~~property, major ~~tenants~~tenant and lease ~~terms:~~

term:



Summary of Leased ~~Properties,~~Property, Major ~~Tenants~~Tenant 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 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~~ 7/1/2020 - 6/30/2021: $4,033,583
~~Initial~~ Estimated Useful Life(1)	~~27 years~~	2615 years

The Company also concluded that Omega's long-term contract with the Department of Defense ("DOD") to provide natural gas distribution to Fort Leonard Wood through Omega's pipeline distribution system on the military post meets the definition of a lease under ASC 842. Omega is the lessor in the contract and the lease is classified as an operating lease. The Company noted the non-lease component is the predominant component in the lease, and the timing and pattern of transfer of the lease component and the associated non-lease component are the same. As discussed in Note 2 ("Recent Accounting Pronouncements"), the Company elected a practical expedient that allows lessors to not separate lease and related non-lease components if the non-lease components otherwise would be accounted for in accordance with the revenue standard under ASC 606. With the election of this practical expedient, the Company continues to account for the DOD contract under the revenue standard.

In the second quarter of 2019, the Company started a system improvement project on Omega's pipeline distribution system, which is considered a "built to suit" transaction under ASC 842. The system improvement project is a separate lease component and the DOD is deemed to control the system improvement due to certain contract provisions. As a result, the Company is accounting for the costs of the system improvement as a financing arrangement, which is included in accounts and other receivables in the Consolidated Balance Sheets. The margin the Company earns on the system improvement project is a non-lease component accounted for under the revenue standard. Refer to Note 4 ("Transportation And Distribution Revenue") for further details.

~~The future contracted minimum rental receipts for all leases as of September 30, 2019, are as follows:~~

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

~~The table below displays the Company's individually significant leases as a percentage of total leased properties and total lease revenues for the periods presented:~~

As a Percentage of ⁽¹⁾
Leased Properties Lease Revenues
As of For the Three Months Ended For the Nine Months Ended
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 % 40.0 % 35.7 % 39.3 % 34.6 %
Grand Isle Gathering System 55.3 % 55.2 % 59.8 % 55.3 % 60.6 % 56.2 %
Portland Terminal Facility⁽³⁾
— % — % — % 8.9 % — % 9.1 %
(1) Insignificant leases are not presented; thus, percentages may not sum to 100%.
(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.

~~The following table reflects the depreciation and amortization included in the accompanying Consolidated Statements of Income associated with the Company's leases and leased properties:~~

For the Three Months Ended For the Nine Months Ended
September 30, 2019 September 30, 2018 September 30, 2019 September 30, 2018
Depreciation Expense
GIGS $ 2,440,791
$ 2,751,272
$ 7,322,372
$ 8,253,816
Pinedale 2,217,360
2,217,360
6,652,080
6,652,080
Portland Terminal Facility⁽¹⁾
—
318,915
—
956,745
United Property Systems 9,831
9,210
29,286
27,452
Total Depreciation Expense $ 4,667,982
$ 5,296,757
$ 14,003,738
$ 15,890,093
Amortization Expense - Deferred Lease Costs
GIGS $ 7,641
$ 7,641
$ 22,923
$ 22,923
Pinedale 15,342
15,342
46,026
46,026
Total Amortization Expense - Deferred Lease Costs $ 22,983
$ 22,983
$ 68,949
$ 68,949
ARO Accretion Expense
GIGS $ 110,992
$ 127,928
$ 332,977
$ 383,784
Total ARO Accretion Expense $ 110,992
$ 127,928
$ 332,977
$ 383,784
(1) On December 21, 2018, the Portland Terminal Facility was sold to Zenith Terminals, terminating the Portland Lease Agreement.



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

~~The following table reflects the deferred costs that are included in the accompanying Consolidated Balance Sheets associated with the Company's leased properties:~~

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

LEASED PROPERTIES AND TENANT INFORMATION

Substantially all of the lease tenants' financial results are driven by exploiting naturally occurring oil and natural gas hydrocarbon deposits beneath the Earth's surface. As a result, the tenants' financial results are highly dependent on the performance of the oil and natural gas industry, which is highly competitive and subject to volatility. During the terms of the leases, management monitors the credit quality of its tenants by reviewing their published credit ratings, if available, reviewing publicly available financial statements, or reviewing financial or other operating statements, monitoring news reports regarding the tenants and their respective businesses, and monitoring the timeliness of lease payments and the performance of other financial covenants under their leases.

~~Ultra Petroleum~~The COVID-19 pandemic-related reduction in energy demand and the uncertainty of production from OPEC members, US producers and other international suppliers caused significant disruptions and volatility in the global oil marketplace during 2020, which have adversely affected our tenants. In response to COVID-19, governments around the world have implemented stringent measures to help reduce the spread of the virus, including stay-at-home and shelter-in-place orders, travel restrictions and other measures. These measures have adversely affected the economies and financial markets of the U.S. and many other countries, resulting in an economic downturn that has negatively impacted global demand and prices for the products handled by the Company's pipelines, terminals and other facilities.

~~UPL is currently subject to~~The events and conditions described above adversely impacted the ~~reporting requirements~~Gulf of Mexico operations of the EGC Tenant, the tenant of the GIGS asset, under the ~~Exchange Act~~Grand Isle Gathering Lease as discussed under "Energy Gulf Coast/Cox Oil" and is required to file with the SEC annual reports containing audited financial statements and quarterly reports containing unaudited financial statements. Its SEC filings can be found at www.sec.gov. Its common stock traded on the NASDAQ under the symbol UPL until August 8, 2019 at which time it commenced trading on the OTCQX marketplace under the symbol UPLC. The Company makes no representation as to the accuracy or completeness of the audited and unaudited financial statements of UPL but has no reason to doubt the accuracy or completeness of such information. In addition, UPL has no duty, contractual or otherwise, to advise the Company of any events that might have occurred subsequent to the date of such financial statements which could affect the significance or accuracy of such information. None of the information in the public reports of UPL that are filed with the SEC is incorporated by reference into, or in any way form, a part of this filing."Grand Isle Gathering System" below.

Energy Gulf Coast/Cox Oil

Prior to October 29, 2018, EGC was subject to the reporting requirements of the Exchange Act and was required to file with the SEC annual reports containing audited financial statements and quarterly reports containing unaudited financial statements. ~~Its~~So long as EGC remained a public reporting company, the Grand Isle Lease Agreement provided this requirement was fulfilled by EGC making its financial statements and reports publicly available through the SEC’s EDGAR system, in lieu of delivering such information directly to the Company. On October 18, 2018, EGC was acquired by an affiliate of privately-held Cox Oil. Upon the filing by EGC of a Form 15 with the SEC on October 29, 2018, EGC's SEC reporting obligations were suspended and it ceased to file such reports.

EGC's SEC filings prior to October 29, 2018 can be found at www.sec.gov. ~~Effective March 21, 2018, EGC changed its NASDAQ ticker symbol from EXXI to EGC.~~ The Company makes no representation as to the accuracy or completeness of the audited and unaudited financial statements of EGC but has no reason to doubt the accuracy or


Table of Contents						Glossary of Defined Terms

completeness of such information. In addition, EGC has no duty, contractual or otherwise, to advise the Company of any events that might have occurred subsequent to the date of such financial statements which could affect the significance or accuracy of such information. None of the information in the public reports of EGC that are filed with the SEC is incorporated by reference into, or in any way form, a part of this filing. Upon the filing by EGC of a Form 15 with the SEC on October 29, 2018, following the closing on October 18, 2018 of the previously announced acquisition of EGC by an affiliate of the privately-held Cox Oil, EGC's SEC reporting obligations were suspended and it ceased to file such reports.

The ~~Company believes the~~ terms of the Grand Isle Lease Agreement require ~~EGC and Cox Oil to provide the Company with~~copies of certain financial statement information ~~of EGC which must~~ be ~~filed~~provided that the Company is required to file pursuant to SEC Regulation ~~S-X.~~S-X, as described in Section 2340 of the SEC Financial Reporting Manual. When EGC's financial information ceased to be publicly available, the Company encouraged officials of EGC and Cox Oil and, through Company counsel, the legal counsel to such entities, to satisfy their obligations under the Grand Isle Lease Agreement to provide the required information to the Company for inclusion in its SEC reports. To date, EGC and Cox Oil have refused to fulfill these obligations. The Company ~~intends~~sought to enforce the obligations of EGC and Cox Oil and obtained a temporary restraining order ("TRO") from a Texas state court, mandating that they deliver the required EGC financial statements for the year ended December 31, 2018. ~~While the~~The TRO ~~has been~~was stayed pending an appeal by EGC and Cox Oil and, pursuant to its own terms, had lapsed by the time that appeal was denied on January 6, 2020. The case was remanded to the trial court for further proceedings. In May 2020, the trial court granted the Company's motion for summary judgment mandating the tenant deliver the required financial statements. The Company believes that it is entitled to such relief and while the parties have agreed to stay this case in order to facilitate settlement discussions, the Company will ~~continue to~~ pursue this litigation and all viable options to obtain and file the necessary tenant financial ~~statements.~~statements if a settlement is not reached. The Company expects to file the financial statement information that is required by Regulation S-X by amendment to its Annual Report on Form 10-K for the year ended December 31, 2019, once such information is made available in accordance with the terms of the lease.

On April 1, 2020, the EGC Tenant, a wholly owned indirect subsidiary of Cox Oil, ceased paying rent due. EGC Tenant is contractually obligated to pay rent and rent continues to accrue whether or not oil is being shipped. EGC Tenant is a special purpose entity engaged solely in activities related to the lease, and it does not own or operate any wells. EGC, parent of the EGC Tenant, owns and operates wells, including those connected to GIGS, and is the guarantor of the EGC Tenant's obligations under the lease. Following EGC Tenant's failure to pay rent due for April of 2020, and following discussions with Cox Oil management concerning its various operations, the Company sent EGC Tenant and EGC a notice of non-payment. After the required two-day cure period, a default occurred under the lease.

The EGC Tenant also failed to make required rent payments from May through November of 2020. As a result, the Company initiated litigation in the State Court of Texas to recover the unpaid rent, plus interest, for April, through July of 2020 from the EGC Tenant. Further, EGC filed an action to attempt to set aside the guarantee obligations of EGC under the lease. The Company intends to enforce its rights under the lease. These cases are currently stayed pending negotiation of a business resolution with EGC and the EGC Tenant. However, if the parties are unable to reach a settlement, the Company will resume these proceedings and will continue to initiate litigation each month for which rent is not paid and seek to enforce the guarantee against EGC.

Grand Isle Gathering System

The Company identified the EGC Tenant's nonpayment of rent discussed above along with the significant decline in the global oil market as indicators of impairment for the GIGS asset. As a result, the Company assessed the GIGS asset for impairment as of March 31, 2020. The Company performed a step 1 impairment assessment on the GIGS asset by estimating the undiscounted contractual cash flows relating to the lease using probability-weighted scenarios, which indicated that the GIGS asset's carrying value was not recoverable. As a result, the fair value of the GIGS asset was estimated through the use of probability-weighted discounted estimated cash flow scenarios to measure the impairment loss. The probability-weighted cash flows used to assess recoverability of the GIGS asset and measure its fair value were developed using assumptions related to the Grand Isle Lease Agreement and near-term crude oil and water price and volume projections reflective of the current environment and management's projections for long-term average prices and volumes. In addition to near and long-term price assumptions, other key assumptions include the timing and collectibility of lease payments, operating costs, timing of incurring such costs and the use of an appropriate discount rate. The Company believes its estimates and models used to determine fair value are similar to what a market participant would use.

The Company engaged specialists and other third-parties to assist with the valuation methodology and analysis of certain underlying assumptions. The fair value measurement of the GIGS asset was based, in part, on significant inputs not observable in the market (as discussed above) and thus represents a Level 3 measurement. The significant unobservable input used includes a discount rate based on an estimated weighted average cost of capital of a theoretical market participant. The Company utilized a weighted average discount rate of 10.0 percent when deriving the fair value of the GIGS asset impaired during the first quarter. The weighted average discount rate reflects management's best estimate of inputs a market participant would utilize. For the nine months ended September 30, 2020, the Company recognized a $140.3 million loss on impairment of leased


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property related to the GIGS asset in the Consolidated Statements of Operations. As of September 30, 2020, the carrying value of the GIGS asset is $64.8 million, which is included in leased properties on the Consolidated Balance Sheet.

The Company previously recognized a deferred rent receivable for the Grand Isle Gathering Lease, which primarily represents timing differences between the straight-line revenue recognition and contractual lease receipts over the lease term. Given the EGC's Tenant's nonpayment of rent and the Company's expectations surrounding the collectibility of the contractual lease payments under the lease, the Company does not currently expect the deferred rent receivable to be recoverable. Accordingly, the Company recognized a non-cash write-off of the deferred rent receivable of $30.1 million for the nine months ended September 30, 2020. The non-cash write-off was recognized as a reduction of revenue in the Consolidated Statements of Operations.

Impairment and Sale of the Pinedale Liquids Gathering System

On April 14, 2020, UPL, the parent and guarantor of the lease obligations of the tenant and operator of the Company's Pinedale LGS, announced that its significant indebtedness and extremely challenging current market conditions raised a substantial doubt about its ability to continue as a going concern. The going concern qualification in UPL's financial statements filed in its 2019 10-K resulted in defaults under UPL's credit and term loan agreement. UPL also disclosed that it elected not to make interest payments on certain outstanding indebtedness, triggering a 30-day grace period. If such interest payments were not made by the end of the grace period, an event of default would occur, potentially causing its outstanding indebtedness to become immediately due and payable. UPL further disclosed that if it was unable to obtain sufficient additional capital to repay the outstanding indebtedness and sufficient liquidity to meet its operating needs, it may be necessary for UPL to seek protection from creditors under Chapter 11 of the U.S. Bankruptcy Code.

On May 14, 2020, UPL filed a voluntary petition to reorganize under Chapter 11 of the U.S. Bankruptcy Code. The filing included Ultra Wyoming, the operator of the Pinedale LGS and tenant under the Pinedale Lease Agreement with the Company’s indirect wholly owned subsidiary Pinedale LP. The bankruptcy filing of both the guarantor, UPL, and the tenant constituted defaults under the terms of the Pinedale Lease Agreement. The bankruptcy filing imposed a stay of CorEnergy’s ability to exercise remedies for the foregoing defaults. Ultra Wyoming also filed a motion to reject the Pinedale Lease Agreement, with a request that such motion be effective June 30, 2020. Pending the effective date of the rejection, Section 365 of the Bankruptcy Code generally requires Ultra Wyoming to comply on a timely basis with the provisions of the Pinedale Lease Agreement, including the payment provisions. Accordingly, the Company received the rent payments due on the first day of April, May and June 2020.

Pinedale LP, along with Prudential, the lender under the Amended Pinedale Term Credit Facility discussed in Note 10 ("Debt"), commenced discussions with UPL which resulted in UPL presenting an initial offer to purchase the Pinedale LGS. The Amended Pinedale Term Credit Facility was secured by the Pinedale LGS and was not secured by any assets of CorEnergy or its other subsidiaries.

On June 5, 2020, Pinedale LP filed a motion with the U.S. Bankruptcy Court objecting to Ultra Wyoming's motion to reject the Pinedale Lease Agreement while continuing its negotiations with UPL. Pinedale LP and the Company agreed in principle to terms with Ultra Wyoming to sell the Pinedale LGS for $18.0 million cash as set forth in a non-binding term sheet that was filed with the U.S. Bankruptcy Court in UPL’s Chapter 11 case along with a motion for approval of the transaction on June 22, 2020. A copy of the draft definitive purchase and sale agreement was also filed with the motion.

On June 26, 2020, the U.S. Bankruptcy Court in UPL’s Chapter 11 case approved the sale of the Pinedale LGS. Following such approval, on June 29, 2020, Pinedale LP entered into the purchase and sale agreement (the "Sale Agreement") with Ultra Wyoming. On June 30, 2020, Pinedale LP closed on the sale of the Pinedale LGS to its tenant, Ultra Wyoming, for total cash consideration of $18.0 million, and the Pinedale Lease Agreement was terminated. The sale was completed pursuant to the terms of the Sale Agreement previously approved by the bankruptcy court as discussed above. In connection with the closing of the sale, the Company and Pinedale LP entered into a mutual release of all claims related to the Pinedale LGS and the Pinedale Lease Agreement with UPL and Ultra Wyoming, including a release by Pinedale LP of all claims against UPL and Ultra Wyoming arising from the rejection or termination of the Pinedale Lease Agreement.

In conjunction with the sale of the Pinedale LGS described above, Pinedale LP and the Company entered into a compromise and release agreement (the "Release Agreement") with Prudential related to the Amended Pinedale Term Credit Facility, which had an outstanding balance of approximately $32.0 million, net of $132 thousand of deferred debt issuance costs. Pursuant to the Release Agreement, the $18.0 million sale proceeds from the Sale Agreement were provided by Ultra Wyoming directly to Prudential. The Company also provided the remaining cash available at Pinedale LP of approximately $3.3 million (including $198 thousand for accrued interest) to Prudential in exchange for (i) the release of all liens on the Pinedale LGS and the other assets of Pinedale LP, (ii) the termination of the Company’s pledge of equity interests of the general partner of Pinedale LP, (iii) the termination and satisfaction in full of the obligations of Pinedale LP under the Amended Pinedale Term Credit Facility


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and (iv) a general release of any other obligations of Pinedale LP and/or the Company and their respective directors, officers, employees or agents pertaining to the Amended Pinedale Term Credit Facility.

During the negotiation and closing of the sale of the Pinedale LGS to Ultra Wyoming, the Company determined impairment indicators existed as the value to be received from the sale was less than the carrying value of the asset. As a result of these indicators and the sale of the Pinedale LGS, the Company recognized a loss on impairment and disposal of leased property in the Consolidated Statement of Operations of approximately $146.5 million for the nine months ended September 30, 2020. Further, the sale of the Pinedale LGS resulted in the termination of the Pinedale Lease Agreement, and the Company recognized a loss on termination of lease of approximately $458 thousand for the nine months ended September 30, 2020. These losses were partially offset by the settlement of the Amended Pinedale Term Credit Facility with Prudential (as discussed above and in Note 10 ("Debt")), which resulted in a gain on extinguishment of debt of $11.0 million for the nine months ended September 30, 2020.

The table below displays the Company's individually significant leases as a percentage of total leased properties and total lease revenues for the periods presented:



	As a Percentage of (1)
	Leased Properties				Lease Revenues
	As of				For the Three Months Ended				For the Nine Months Ended
	September 30, 2020		December 31, 2019		September 30, 2020		September 30, 2019		September 30, 2020		September 30, 2019
Pinedale LGS(2)	0	%	44.4	%	0	%	40.0	%	52.0	%	39.3	%
Grand Isle Gathering System(3)	98.0	%	55.3	%	0	%	59.8	%	47.7	%	60.6	%

(1) Insignificant leases are not presented; thus, percentages may not sum to 100%.
(2) Pinedale LGS lease revenues include variable rent of $0 and $28 thousand for the three and nine months ended September 30, 2020, respectively, compared to $1.4 million and $3.5 million for the three and nine months ended September 30, 2019, respectively. The Pinedale LGS was sold to Ultra Wyoming and the Pinedale Lease Agreement was terminated on June 30, 2020, as discussed above.
(3) The Grand Isle Gathering System's percentage of leased properties increased as a result of the sale of the Pinedale LGS on June 30, 2020. For the nine months ended September 30, 2020, the Grand Isle Gathering System's percentage of lease revenues is exclusive of the deferred rent receivable write-off discussed above.

The following table reflects the depreciation and amortization included in the accompanying Consolidated Statements of Operations associated with the Company's leases and leased properties:


	For the Three Months Ended				For the Nine Months Ended
	September 30, 2020		September 30, 2019		September 30, 2020		September 30, 2019
Depreciation Expense
GIGS	$	1,190,911	$	2,440,791	$	4,822,410	$	7,322,372
Pinedale	0		2,217,360		3,695,599		6,652,080

United Property Systems	9,837		9,831		29,499		29,286
Total Depreciation Expense	$	1,200,748	$	4,667,982	$	8,547,508	$	14,003,738
Amortization Expense - Deferred Lease Costs
GIGS	$	7,641	$	7,641	$	22,923	$	22,923
Pinedale	0		15,342		30,684		46,026
Total Amortization Expense - Deferred Lease Costs	$	7,641	$	22,983	$	53,607	$	68,949
ARO Accretion Expense
GIGS	$	116,514	$	110,992	$	345,199	$	332,977
Total ARO Accretion Expense	$	116,514	$	110,992	$	345,199	$	332,977

The following table reflects the deferred costs that are included in the accompanying Consolidated Balance Sheets associated with the Company's leased properties:


	September 30, 2020		December 31, 2019
Net Deferred Lease Costs
GIGS	$	175,832	$	198,755
Pinedale	0		488,981

Total Deferred Lease Costs, net	$	175,832	$	687,736


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LESSEE - LEASED PROPERTIES

The Company's operating subsidiaries currently lease single-use office space ~~and equipment~~ with remaining lease terms of ~~less than~~approximately two years, some of which may include renewal options. These leases are classified as operating leases and immaterial to the consolidated financial statements. The Company recognizes lease expense in the Consolidated Statements of ~~Income~~Operations on a straight-line basis over the remaining lease term.



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4. TRANSPORTATION AND DISTRIBUTION REVENUE

The Company's contracts related to transportation and distribution revenue are primarily comprised of a mix of natural gas supply, transportation and distribution performance obligations, as well as limited performance obligations related to system maintenance and improvement. Based on the nature of the agreements, revenue for all but one of the Company's natural gas supply, transportation and distribution performance obligations is recognized on a right to invoice basis as the performance obligations are met, which represents what the Company expects to receive in consideration and is representative of value delivered to the customer. System maintenance and improvement contracts are specific and tailored to the customer's needs, have no alternative use and have an enforceable right to payment as the services are provided. Revenue is recognized on an input method, based on the actual cost of a service as a measure of the performance obligation satisfaction. Differences between amounts invoiced and revenue recognized under the input method are reflected as an asset or liability on the Consolidated Balance Sheets. ~~As discussed in Note 3 ("Leased Properties And Leases"), the~~The costs of system improvement projects are recognized as a financing arrangement in accordance with guidance in the lease standard while the margin is recognized in accordance with the revenue standard as discussed above.

The Company has a contract with Spire that has fixed pricing which varies over the contract term. For this specific contract, the transaction price has been allocated ratably over the contractual performance obligation. Based on a downward revision of the rate during the Company's long-term natural gas transportation contract with Spire, ASC 606 requires the Company to record the contractual transaction price, and therefore aggregate revenue, from the contract ratably over the term of the contract. Following the November 2018 rate decline, recognized performance obligations exceeded amounts invoiced and the contract liability began to decline at a rate of approximately $138 thousand per quarter and will continue to decline at the same rate through the end of the contract in October 2030. As of September 30, ~~2019,~~2020, the revenue allocated to the remaining performance obligation under this contract is approximately ~~$59.5~~$54.1 million.

During the fourth quarter of 2020, MoGas entered into a new long-term firm transportation services agreement with Spire, its largest customer. Upon completion of the STL interconnect project as described in Note 7 ("Property And Equipment"), the agreement will increase Spire’s firm capacity from 62,800 dekatherms per day to 145,600 dekatherms per day through October 2030 and replace the previous firm transportation agreement. In accordance with ASC 606, the Company will account for the contract modification in the fourth quarter of 2020 as a termination of the existing transportation contract and a creation of a new transportation contract with Spire that will be accounted for prospectively.

The table below summarizes the Company's contract liability balance related to its transportation and distribution revenue contracts as of September 30, ~~2019:~~2020:


					Contract Liability(1)
	Contract Liability⁽¹⁾				September 30, 2020		December 31, 2019
Beginning Balance January 1, 2019	$	6,522,354
Beginning Balance January 1				Beginning Balance January 1	$	6,850,790	$	6,522,354

Unrecognized Performance Obligations	381,858			Unrecognized Performance Obligations	198,935		887,916
Recognized Performance Obligations	(413,389		)	Recognized Performance Obligations	(1,017,097)		(559,480)
Ending Balance September 30, 2019	$	6,490,823
Ending Balance				Ending Balance	$	6,032,628	$	6,850,790
(1) The contract liability balance is included in unearned revenue in the Consolidated Balance Sheets.

The Company's contract asset balance was ~~$74 thousand~~$1.0 million and ~~$181~~$206 thousand as of September 30, ~~2019~~2020 and December 31, ~~2018,~~2019, respectively. As of September 30, 2020, the contract asset primarily relates to an incremental cost for a transportation performance obligation contract. The contract asset balance is included in prepaid expenses and other assets in the Consolidated Balance Sheets.

The following is a breakout of the Company's transportation and distribution revenue for the three and nine months ended September 30, ~~2019~~2020 and ~~2018:~~2019:


	For the Three Months Ended				For the Nine Months Ended
	September 30, 2020		September 30, 2019		September 30, 2020		September 30, 2019
Natural gas transportation contracts	64.6	%	52.7	%	67.2	%	57.5	%
Natural gas distribution contracts	26.0	%	39.2	%	25.3	%	36.2	%

For the Three Months Ended For the Nine Months Ended
September 30, 2019 September 30, 2018 September 30, 2019 September 30, 2018
Natural gas transportation contracts 52.7 % 60.3 % 57.5 % 64.2 %
Natural gas distribution contracts 39.2 % 24.8 % 36.2 % 26.1 %


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5. FINANCING NOTES RECEIVABLE

Financing notes receivable are presented at face value plus accrued interest receivable and deferred loan origination costs, and net of related direct loan origination income. Each quarter the Company reviews its financing notes receivable to determine if the balances are realizable based on factors affecting the collectability of those balances. Factors may include credit quality, timeliness of required periodic payments, past due status, and management discussions with obligors. The Company evaluates the collectability of both interest and principal of each of its loans to determine if an allowance is needed. An allowance will be recorded when, based on current information and events, the Company determines it is probable that it will be unable to collect all amounts due according to the existing contractual terms.

Four Wood Financing Note Receivable

On December 12, 2018, Four Wood Corridor granted SWD Enterprises, LLC, the previous debtor, approval to sell the assets securing the SWD loans to Compass SWD, LLC ("Compass SWD") in exchange for Compass SWD executing a new loan agreement with Four Wood Corridor for $1.3 million (the "Compass REIT Loan") ~~and approximately $237 thousand in cash consideration, net of costs facilitating the close. The Compass REIT Loan was secured by real and personal property providing saltwater disposal services~~



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for the oil and natural gas industry. The Compass REIT Loan was scheduled to mature on June 15, 2019 with interest accruing on the outstanding principal at an annual rate of LIBOR plus 6 percent. As a result of the transaction, SWD was released from the terms of their loans.

. On June 12, 2019, Four Wood Corridor entered into an amended and restated Compass REIT Loan. The amended note ~~has~~had a two-year term maturing on June 30, 2021 with monthly principal payments of approximately $11 thousand and interest accruing on the outstanding principal at an annual rate of 8.5 percent. The amended and restated Compass REIT Loan is secured by real and personal property that provides saltwater disposal services for the oil and natural gas industry and pledged ownership interests of Compass SWD members.

On May 22, 2020, the terms of the Compass REIT Loan were amended (i) to extend the maturity date from June 30, 2021 to November 30, 2024 and (ii) to reduce payments to interest only through December 31, 2020. Additionally, the amended Compass REIT Loan will continue to accrue interest at an annual rate of 8.5 percent through May 31, 2021. Subsequent to May 31, 2021 interest will accrue at an annual rate of 12.0 percent. Monthly principal payments of approximately $11 thousand will resume on January 1, 2021 and increase annually beginning on June 30, 2021 through the maturity date. As of September 30, ~~2019~~2020 and December 31, ~~2018,~~2019, the Compass REIT Loan was valued at ~~$1.3~~$1.2 million.

6.INCOME TAXES

Deferred income taxes reflect the net tax effect of temporary differences between the carrying amount of assets and liabilities for financial reporting and tax purposes. Components of the Company's deferred tax assets and liabilities as of September 30, ~~2019~~2020 and December 31, ~~2018,~~2019, are as follows:


Deferred Tax Assets and Liabilities	Deferred Tax Assets and Liabilities						Deferred Tax Assets and Liabilities
	September 30, 2019			December 31, 2018				September 30, 2020		December 31, 2019
Deferred Tax Assets:							Deferred Tax Assets:

Deferred contract revenue	$	1,475,925		$	1,691,899		Deferred contract revenue	$	1,423,587	$	1,529,473
Net operating loss carryforwards	5,019,001			5,424,671			Net operating loss carryforwards	6,405,270		5,622,052
Loan loss provision	—			263,508
Basis reduction of investment in partnerships	250,359			—

Accrued liabilities							Accrued liabilities	0		424,604
Capital loss carryforward							Capital loss carryforward	92,418		104,595
Other	968,429			95,695			Other	6,184		6,184
Sub-total	$	7,713,714		$	7,475,773		Sub-total	$	7,927,459	$	7,686,908
Valuation allowance							Valuation allowance	(92,418)		(104,595)
Sub-total							Sub-total	$	7,835,041	$	7,582,313
Deferred Tax Liabilities:							Deferred Tax Liabilities:

Cost recovery of leased and fixed assets	$	(2,799,360	)	$	(2,508,547	)	Cost recovery of leased and fixed assets	$	(3,418,387)	$	(2,953,319)
Other	(31,005		)	(19,023		)	Other	(48,721)		(35,433)
Sub-total	$	(2,830,365	)	$	(2,527,570	)	Sub-total	$	(3,467,108)	$	(2,988,752)
Total net deferred tax asset	$	4,883,349		$	4,948,203		Total net deferred tax asset	$	4,367,933	$	4,593,561

As of September 30, ~~2019,~~2020, the total deferred tax assets and liabilities presented above relate to the Company's TRSs. The Company recognizes the tax benefits of uncertain tax positions only when the position is "more likely than not" to be sustained upon examination by the tax authorities based on the technical merits of the tax position. The Company's policy is to record interest and penalties on uncertain tax positions as part of tax expense. Tax years subsequent to the year ended December 31, 2015 remain open to examination by federal and state tax authorities.

On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act") was enacted in response to the COVID-19 pandemic. The CARES Act, among other things, permits net operating loss ("NOL") carryovers and carrybacks to offset 100 percent of taxable income for taxable years beginning before 2021. In addition, the CARES Act allows NOLs originating in 2018, 2019 and 2020 to be carried back to each of the five preceding taxable years to generate a refund of


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previously paid income taxes. Certain of the Company’s TRSs have NOLs totaling approximately $1.2 million that are eligible for carryback under the CARES Act. The benefit of these carrybacks has been recorded as an increase to income taxes receivable and a reduction to deferred tax assets. Certain NOLs which were initially measured at the current corporate income tax rate of 21 percent are being carried back to offset taxable income that was taxed at a pre-Tax Cuts and Jobs Act of 2017 rate of 34 percent. The benefit received from the rate differential is reflected in the income tax provision for the three and nine months ended September 30, 2020.

For the year ended December 31, 2019, the Company generated a capital loss carryforward resulting from the liquidation of Lightfoot. The capital loss decreased upon receipt of the final 2019 K-1's in the first quarter of 2020. The amount of the carryforward for tax purposes was approximately $440 thousand and $500 thousand as of September 30, 2020 and December 31, 2019, respectively, and if not utilized, this carryforward will expire as of December 31, 2024. Management assessed the available evidence and determined that it is more likely than not that the capital loss carryforward will not be utilized prior to expiration. Due to the uncertainty of realizing this deferred tax asset, a valuation allowance of $92 thousand and $105 thousand was recorded equal to the amount of the tax benefit of this carryforward at September 30, 2020 and December 31, 2019, respectively. In the future, if the Company concludes, based on existence of sufficient evidence, that it should realize more or less of its deferred tax assets, the valuation allowance will be adjusted accordingly in the period such conclusion is made.

Total income tax expense (benefit) differs from the amount computed by applying the federal statutory income tax rate of 21 percent percent for the three and nine months ended September 30, ~~2019~~2020 and ~~2018~~2019 to income (loss) from operations and other income and expense for the periods presented, as follows:

Income Tax Expense (Benefit)
For the Three Months Ended For the Nine Months Ended
September 30, 2019 September 30, 2018 September 30, 2019 September 30, 2018
Application of statutory income tax rate $ (4,097,584 ) $ 1,459,638
$ (1,115,290 ) $ 4,496,003
State income taxes, net of federal tax expense (benefit) (19,632 ) (146,677 ) 503,932
(411,696 )
Federal Tax Attributable to Income of Real Estate Investment Trust 3,984,180
(2,057,531 ) 1,044,600
(5,876,965 )
Other 40,330
(2,097 ) (15,914 ) (13,684 )
Total income tax expense (benefit) $ (92,706 ) $ (746,667 ) $ 417,328
$ (1,806,342 )



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Income Tax Expense (Benefit)
	For the Three Months Ended				For the Nine Months Ended
	September 30, 2020		September 30, 2019		September 30, 2020		September 30, 2019
Application of statutory income tax rate	$	(838,829)	$	(4,097,584)	$	(63,749,653)	$	(1,115,290)
State income taxes, net of federal tax expense	(9,494)		(19,632)		15,717		503,932
Federal Tax Attributable to Income of Real Estate Investment Trust	773,927		3,984,180		63,720,129		1,044,600

Other	(932)		40,330		(160,070)		(15,914)
Total income tax expense (benefit)	$	(75,328)	$	(92,706)	$	(173,877)	$	417,328

The components of income tax expense (benefit) include the following for the periods presented:


Components of Income Tax Expense (Benefit)
	For the Three Months Ended				For the Nine Months Ended
	September 30, 2020		September 30, 2019		September 30, 2020		September 30, 2019
Current tax expense (benefit)
Federal	$	(2,431)	$	0	$	(414,505)	$	216,093
State (net of federal tax expense (benefit))	0		(1,270)		15,000		136,381
Total current tax expense (benefit)	$	(2,431)	$	(1,270)	$	(399,505)	$	352,474
Deferred tax expense (benefit)
Federal	$	(63,403)	$	(73,074)	$	224,911	$	(302,697)
State (net of federal tax expense (benefit))	(9,494)		(18,362)		717		367,551
Total deferred tax expense (benefit)	$	(72,897)	$	(91,436)	$	225,628	$	64,854
Total income tax expense (benefit), net	$	(75,328)	$	(92,706)	$	(173,877)	$	417,328

Components of Income Tax Expense (Benefit)
For the Three Months Ended For the Nine Months Ended
September 30, 2019 September 30, 2018 September 30, 2019 September 30, 2018
Current tax expense (benefit)
Federal $ —
$ (6,643 ) $ 216,093
$ (43,319 )
State (net of federal tax expense (benefit)) (1,270 ) (1,750 ) 136,381
(11,408 )
Total current tax expense (benefit) $ (1,270 ) $ (8,393 ) $ 352,474
$ (54,727 )
Deferred tax expense (benefit)
Federal $ (73,074 ) $ (593,347 ) $ (302,697 ) $ (1,351,327 )
State (net of federal tax expense (benefit)) (18,362 ) (144,927 ) 367,551
(400,288 )
Total deferred tax expense (benefit) $ (91,436 ) $ (738,274 ) $ 64,854
$ (1,751,615 )
Total income tax expense (benefit), net $ (92,706 ) $ (746,667 ) $ 417,328
$ (1,806,342 )


Table of Contents						Glossary of Defined Terms

7.PROPERTY AND EQUIPMENT

Property and equipment consist of the following:


Property and Equipment	Property and Equipment						Property and Equipment
	September 30, 2019			December 31, 2018				September 30, 2020		December 31, 2019
Land	$	580,000		$	580,000		Land	$	605,070	$	605,070
Natural gas pipeline	124,578,399			124,306,175			Natural gas pipeline	124,618,840		124,614,696
Construction work in progress							Construction work in progress	1,153,873		0
Vehicles and trailers	711,430			696,164			Vehicles and trailers	679,678		671,962
Office equipment and computers	268,559			268,559			Office equipment and computers	268,559		268,559
Gross property and equipment	$	126,138,388		$	125,850,898		Gross property and equipment	$	127,326,020	$	126,160,287
Less: accumulated depreciation	(18,498,371		)	(15,969,346		)	Less: accumulated depreciation	(21,815,093)		(19,304,610)
Net property and equipment	$	107,640,017		$	109,881,552		Net property and equipment	$	105,510,927	$	106,855,677

Depreciation expense was $845 thousand and $2.5 million for the three and nine months ended September 30, 2020, and $843 thousand and $2.5 million for the three and nine months ended September 30, ~~2019, respectively, and $842 thousand and $2.5 million for the three and nine months ended~~2019. As of September 30, ~~2018, respectively.~~2020, the Company has $1.2 million in construction work in progress primarily related to the STL Interconnect project, which will allow gas to be delivered by STL Pipeline LLC and received by MoGas. The project is expected to be completed in the fourth quarter of 2020.

8.MANAGEMENT AGREEMENT

The Company pays its manager, Corridor, pursuant to a Management Agreement as described in the ~~2018~~2019 CorEnergy 10-K. During the three months ended March 31, ~~2019,~~2020, the Manager voluntarily recommended, and the Company agreed, that the Manager would waive ~~$45 thousand~~all of the ~~total $160~~$171 thousand incentive fee that would otherwise be payable under the provisions of the Management Agreement with respect to dividends paid on the Company's common stock.

During the three months ended June 30, ~~2019, the Manager voluntarily recommended,~~2020 and September 30, 2020, the Company ~~agreed, that~~did 0t earn the Manager would waive $135 thousand of the total $160 thousand incentive fee that would otherwise be payable under the provisions of the Management Agreement with respect to dividends paid on the Company's common stock.

~~During the three months ended September 30, 2019, the Manager voluntarily recommended, and the Company agreed, that the Manager would waive $126 thousand of the total $169 thousand~~ incentive fee that would otherwise be payable under the provisions of the Management Agreement with respect to dividends paid on the Company's common stock.

In reviewing the application of the quarterly management fee provisions of the Management Agreement to the net proceeds received ~~during the quarter~~ from the offering of 5.875% Convertible Notes, which closed on August 12, 2019, the Manager waived any incremental management fee due as of the end of the ~~third quarter~~first three quarters of ~~2019~~2020 based on such proceeds (other than the cash portion of such proceeds that was utilized in connection with the exchange of the Company’s 7.00% Convertible Notes).

Further, in reviewing the application of the quarterly management fee provisions of the Management Agreement to the sale of the Pinedale LGS, termination of the Pinedale Lease Agreement and settlement of the Amended Pinedale Term Credit Facility, which occurred on June 30, 2020 (collectively, the "Pinedale Transaction"), the Manager and the Company agreed that the incremental management fee attributable to the assets involved in the Pinedale Transaction should be paid for the second quarter of 2020 as such assets were under management for all but the last day of the period.

Fees incurred under the Management Agreement for the three and nine months ended September 30, ~~2019~~2020 were $932 thousand and $4.1 million compared to $1.6 million and $5.2 ~~million, respectively, compared to $1.9 million and $5.7~~ million for the three and nine months ended September 30, ~~2018, respectively.~~2019. Fees incurred under the Management Agreement are reported in the general and administrative line item on the Consolidated Statements of ~~Income.~~



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

Operations.

The Company pays its administrator, Corridor, pursuant to an Administrative Agreement. Fees incurred under the Administrative Agreement for the three and nine months ended September 30, ~~2019~~2020 were $37 thousand and $166 thousand compared to $64 thousand and $200 ~~thousand, respectively, compared to $70 thousand and $209~~ thousand for the three and nine months ended September 30, ~~2018, respectively.~~2019. Fees incurred under the Administrative Agreement are reported in the general and administrative line item on the Consolidated Statements of ~~Income.~~Operations.

9. FAIR VALUE

~~As a result of the sale or disposition of the Company's equity securities in 2018, there are no assets or liabilities measured at fair value on a recurring basis as of September 30, 2019.~~

Valuation Techniques and Unobservable Inputs

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

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


Table of Contents						Glossary of Defined Terms

Financing Notes Receivable — The financing notes receivable are valued on a non-recurring basis. The financing notes receivable are reviewed for impairment when events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Financing notes with carrying values that are not expected to be recovered through future cash flows are written-down to their estimated net realizable value. Estimates of realizable value are determined based on unobservable inputs, including estimates of future cash flow generation and value of collateral underlying the notes.

Secured Credit Facilities — The fair value of the Company's long-term variable-rate and fixed-rate debt under its secured credit facilities approximates carrying value.

Unsecured Convertible Senior Notes — The fair value of the unsecured convertible senior notes is estimated using quoted market prices from either active (Level 1) or generally active (Level 2) markets.


Carrying and Fair Value Amounts
	Level within fair value hierarchy	September 30, 2020				December 31, 2019
		Carrying Amount (1)		Fair Value		Carrying Amount (1)		Fair Value
Financial Assets:
Cash and cash equivalents	Level 1	$	104,221,404	$	104,221,404	$	120,863,643	$	120,863,643
Financing notes receivable (Note 5)	Level 3	1,202,960		1,202,960		1,235,000		1,235,000

Financial Liabilities:
Secured credit facilities	Level 2	$	0	$	0	$	33,785,930	$	33,785,930
7.00% Unsecured Convertible Senior Notes	Level 1	0		0		2,084,178		2,820,832
5.875% Unsecured Convertible Senior Notes	Level 2	114,843,705		84,957,044		116,239,318		122,508,000

(1) The carrying value of debt balances are presented net of unamortized original issuance discount and debt issuance costs.

Carrying and Fair Value Amounts
Level within fair value hierarchy September 30, 2019 December 31, 2018

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.



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

10. DEBT

The following is a summary of the Company's debt facilities and balances as of September 30, ~~2019~~2020 and December 31, ~~2018:~~2019:


	Total Commitment or Original Principal		Quarterly Principal Payments					September 30, 2019						December 31, 2018							Total Commitment or Original Principal					Quarterly Principal Payments								September 30, 2020										December 31, 2019
					Maturity Date		Amount Outstanding			Interest Rate			Amount Outstanding			Interest Rate									Maturity Date						Amount Outstanding			Interest Rate					Amount Outstanding					Interest Rate
CorEnergy Secured Credit Facility:																				CorEnergy Secured Credit Facility:
CorEnergy Revolver	$	160,000,000	$	—		7/28/2022		$	—		4.77	%		$	—		5.25	%	CorEnergy Revolver			$	160,000,000				$	0				7/28/2022			$	0				2.90		%			$	0			4.51		%

MoGas Revolver	1,000,000		—			7/28/2022		—			4.77	%		—			5.25	%	MoGas Revolver		1,000,000					0					7/28/2022			0					2.90		%			0				4.51		%
Omega Line of Credit	1,500,000		—			7/31/2020		—			6.02	%		—			6.50	%	Omega Line of Credit		1,500,000					0					4/30/2021			0					4.15		%			0				5.76		%
Pinedale Secured Credit Facility:																			Pinedale Secured Credit Facility:
Amended Pinedale Term Credit Facility(1)	41,000,000		882,000			12/29/2022		34,826,000			6.50	%		37,472,000			6.50	%	41,000,000					882,000					12/29/2022				0				0		%				33,944,000				6.50	%
7.00% Unsecured Convertible Senior Notes	115,000,000		—			6/15/2020		5,526,000			7.00	%		113,958,000			7.00	%	7.00% Unsecured Convertible Senior Notes		115,000,000					0					6/15/2020			0					7.00		%			2,092,000				7.00		%
5.875% Unsecured Convertible Senior Notes	120,000,000		—			8/15/2025		120,000,000			5.875	%		—			—		5.875% Unsecured Convertible Senior Notes		120,000,000					0					8/15/2025			118,050,000					5.875		%			120,000,000				5.875		%
Total Debt	Total Debt							$	160,352,000					$	151,430,000				Total Debt															$	118,050,000									$	156,036,000
Less:	Less:																		Less:
Unamortized deferred financing costs ⁽¹⁾⁽²⁾	Unamortized deferred financing costs ⁽¹⁾⁽²⁾							$	656,479					$	283,278				Unamortized deferred financing costs ⁽¹⁾⁽²⁾										$	405,949							$	635,351
Unamortized discount on 7.00% Convertible Senior Notes	Unamortized discount on 7.00% Convertible Senior Notes							26,986						1,108,342					Unamortized discount on 7.00% Convertible Senior Notes															0										6,681
Unamortized discount on 5.875% Convertible Senior Notes	Unamortized discount on 5.875% Convertible Senior Notes							3,430,522						—					Unamortized discount on 5.875% Convertible Senior Notes															2,800,346										3,284,542
Total Debt, net of deferred financing costs	Total Debt, net of deferred financing costs							$	156,238,013					$	150,038,380				Total Debt, net of deferred financing costs															$	114,843,705									$	152,109,426
Debt due within one year	Debt due within one year							$	9,025,251					$	3,528,000				Debt due within one year															$	0									$	5,612,178
(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.
(1) The Amended Pinedale Term Credit Facility was settled during the second quarter of 2020 in connection with the sale of the Pinedale LGS asset. Refer to the "Amended Pinedale Term Credit Facility" section below.																			(1) The Amended Pinedale Term Credit Facility was settled during the second quarter of 2020 in connection with the sale of the Pinedale LGS asset. Refer to the "Amended Pinedale Term Credit Facility" section below.
(2) 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.																			(2) 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.



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)~~


	For the Three Months Ended				For the Nine Months Ended					For the Three Months Ended				For the Nine Months Ended
	September 30, 2019		September 30, 2018		September 30, 2019		September 30, 2018			September 30, 2020		September 30, 2019		September 30, 2020		September 30, 2019
CorEnergy Credit Facility	$	143,635	$	143,636	$	430,906	$	430,906	CorEnergy Credit Facility	$	143,636	$	143,635	$	430,906	$	430,906
Amended Pinedale Term Credit Facility	13,205		13,206		39,616		39,523		Amended Pinedale Term Credit Facility	0		13,205		26,410		39,616
Total Deferred Debt Cost Amortization Expense ⁽¹⁾⁽²⁾	$	156,840	$	156,842	$	470,522	$	470,429	Total Deferred Debt Cost Amortization Expense (1)(2)	$	143,636	$	156,840	$	457,316	$	470,522
(1) Amortization of deferred debt issuance costs is included in interest expense in the Consolidated Statements of Income.
(2) For the amount of deferred debt cost amortization relating to the convertible notes included in the Consolidated Statements of Income, refer to the Convertible Note Interest Expense table below.
(1) Amortization of deferred debt issuance costs is included in interest expense in the Consolidated Statements of Operations.									(1) Amortization of deferred debt issuance costs is included in interest expense in the Consolidated Statements of Operations.
(2) For the amount of deferred debt cost amortization relating to the convertible notes included in the Consolidated Statements of Operations, refer to the Convertible Note Interest Expense table below.									(2) For the amount of deferred debt cost amortization relating to the convertible notes included in the Consolidated Statements of Operations, refer to the Convertible Note Interest Expense table below.


Convertible Note Interest Expense	Convertible Note Interest Expense								Convertible Note Interest Expense
	For the Three Months Ended				For the Nine Months Ended					For the Three Months Ended				For the Nine Months Ended
	September 30, 2019		September 30, 2018		September 30, 2019		September 30, 2018			September 30, 2020		September 30, 2019		September 30, 2020		September 30, 2019
7.00% Convertible Notes:									7.00% Convertible Notes:
Interest Expense	$	632,189	$	1,994,853	$	3,265,626	$	5,984,853	Interest Expense	$	0	$	632,189	$	55,331	$	3,265,626
Discount Amortization	62,030		184,728		312,079		554,184		Discount Amortization	0		62,030		6,681		312,079
Deferred Debt Issuance Amortization	4,051		12,069		20,382		36,207		Deferred Debt Issuance Amortization	0		4,051		1,141		20,382
Total 7.00% Convertible Notes	$	698,270	$	2,191,650	$	3,598,087	$	6,575,244	Total 7.00% Convertible Notes	$	0	$	698,270	$	63,153	$	3,598,087

5.875% Convertible Notes:									5.875% Convertible Notes:
Interest Expense	$	959,583	$	—	$	959,583	$	—	Interest Expense	$	1,733,859	$	959,583	$	5,239,129	$	959,583
Discount Amortization	79,478		—		79,478		—		Discount Amortization	143,607		79,478		433,932		79,478
Deferred Debt Issuance Amortization	10,623		—		10,623		—		Deferred Debt Issuance Amortization	20,818		10,623		62,905		10,623
Total 5.875% Convertible Notes	$	1,049,684	$	—	$	1,049,684	$	—	Total 5.875% Convertible Notes	$	1,898,284	$	1,049,684	$	5,735,966	$	1,049,684
Total Convertible Note Interest Expense	$	1,747,954	$	2,191,650	$	4,647,771	$	6,575,244	Total Convertible Note Interest Expense	$	1,898,284	$	1,747,954	$	5,799,119	$	4,647,771


	For the Three Months Ended					For the Three Months Ended
	September 30, 2019		September 30, 2018			September 30, 2020		September 30, 2019
Management fees	$	1,644,484	$	1,903,688	Management fees	$	932,457	$	1,644,484
Acquisition and professional fees	560,939		827,650		Acquisition and professional fees	1,589,673		560,939
Other expenses	288,817		315,143		Other expenses	271,438		288,817
Total	$	2,494,240	$	3,046,481	Total	$	2,793,568	$	2,494,240



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)~~


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


				Page No.
Glossary of Defined Terms				4
Forward-Looking Statements				7
PART I		FINANCIAL INFORMATION		9
	Item 1.	Financial Statements (unaudited)		9
		Consolidated Balance Sheets		9
		Consolidated Statements of Operations		10
		Consolidated Statements of Equity		11
		Consolidated Statements of Cash Flows		12
		Notes to Consolidated Financial Statements		14
		1.	Introduction and Basis of Presentation	14
		2.	Recent Accounting Pronouncements	15
		3.	Leased Properties and Leases	15
		4.	Transportation and Distribution Revenue	20
		5.	Financing Notes Receivable	21
		6.	Income Taxes	21
		7.	Property and Equipment	23
		8.	Management Agreement	23
		9.	Fair Value	23
		10.	Debt	24
		11.	Stockholders' Equity	28
		12.	Earnings Per Share	29
		13.	Subsequent Events	29
	Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations		31
	Item 3.	Quantitative and Qualitative Disclosures about Market Risk		48
	Item 4.	Controls and Procedures		48

PART II.		OTHER INFORMATION		49
	Item 1.	Legal Proceedings		49
	Item 1A.	Risk Factors		49
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		51
	Item 3.	Defaults Upon Senior Securities		51
	Item 4.	Mine Safety Disclosures		51
	Item 5.	Other Information		52
	Item 6.	Exhibits		52
Signatures				53


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



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



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



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



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



	As a Percentage of ⁽¹⁾
	Leased Properties				Lease Revenues
	As of				For the Three Months Ended				For the Nine Months Ended
	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	%	40.0	%	35.7	%	39.3	%	34.6	%
Grand Isle Gathering System	55.3	%	55.2	%	59.8	%	55.3	%	60.6	%	56.2	%
Portland Terminal Facility⁽³⁾	—	%	—	%	—	%	8.9	%	—	%	9.1	%
(1) Insignificant leases are not presented; thus, percentages may not sum to 100%.
(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.



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



~~Table~~repurchased approximately $2.0 million face amount of ~~Contents~~		~~Glossary of Defined Terms~~


Book Value Per Common Share
Analysis of Equity	September 30, 2020		December 31, 2019
Series A Cumulative Redeemable Preferred Stock 7.375%, $125,270,350 and $125,493,175 liquidation preference ($2,500 per share, $0.001 par value), 10,000,000 authorized; 50,108 and 50,197 issued and outstanding at September 30, 2020 and December 31, 2019, respectively	$	125,270,350	$	125,493,175
Capital stock, non-convertible, $0.001 par value; 13,651,521 and 13,638,916 shares issued and outstanding at September 30, 2020 and December 31, 2019 (100,000,000 shares authorized)	13,652		13,639
Additional paid-in capital	342,734,629		360,844,497
Accumulated retained deficit	(312,954,875)		(9,611,872)

Total CorEnergy Stockholders' Equity	$	155,063,756	$	476,739,439
Subtract: 7.375% Series A Preferred Stock	(125,270,350)		(125,493,175)
Total CorEnergy Common Equity	$	29,793,406	$	351,246,264
Common shares outstanding	13,651,521		13,638,916
Book Value per Common Share	$	2.18	$	25.75


NAREIT FFO, FFO Adjusted for Securities Investment and AFFO Reconciliation
	For the Three Months Ended				For the Nine Months Ended
	September 30, 2020		September 30, 2019		September 30, 2020		September 30, 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
NAREIT FFO attributable to Common Stockholders
Basic	$	(0.31)	$	(1.23)	$	(0.87)	$	0.31
Diluted (1)	$	(0.31)	$	(1.23)	$	(0.87)	$	0.31
FFO attributable to Common Stockholders
Basic	$	(0.31)	$	(1.22)	$	(0.88)	$	0.32
Diluted (1)	$	(0.31)	$	(1.22)	$	(0.88)	$	0.32
AFFO attributable to Common Stockholders
Basic	$	(0.21)	$	0.99	$	0.66	$	3.08
Diluted (2)	$	(0.21)	$	0.94	$	0.66	$	2.89
(1) For the three and nine months ended September 30, 2020 and 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. 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) For the three and nine months ended September 30, 2019, 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	Contractual Obligations										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	$	34,826,000	$	3,528,000	$	7,056,000	$	24,242,000	$	—
Interest payments on Pinedale LP Debt			2,151,607		3,627,618		477,569		—
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		5.875% Convertible Debt	$	118,050,000	$	—	$	—	$	118,050,000	$	—
Interest payments on 5.875% Convertible Debt			7,108,750		14,100,000		14,100,000		7,050,000		Interest payments on 5.875% Convertible Debt			6,935,438		13,870,875		13,870,875		—

Totals			$	18,701,177	$	24,783,618	$	38,819,569	$	127,050,000	Totals			$	6,935,438	$	13,870,875	$	131,920,875	$	—


Liquidity and Capitalization	Liquidity and Capitalization					Liquidity and Capitalization
	September 30, 2019			December 31, 2018			September 30, 2020		December 31, 2019
Cash and cash equivalents	$	120,430,110		$	69,287,177	Cash and cash equivalents	$	104,221,404	$	120,863,643
Revolver availability	$	136,848,986		$	122,721,258	Revolver availability	$	57,863,913	$	136,358,445

Revolving credit facility	$	—		$	—	Revolving credit facility	$	—	$	—
Long-term debt (including current maturities)	156,238,013			150,038,380		Long-term debt (including current maturities)	114,843,705		152,109,426
Stockholders' equity:						Stockholders' equity:
Series A Preferred Stock 7.375%, $0.001 par value	125,493,175			125,555,675		Series A Preferred Stock 7.375%, $0.001 par value	125,270,350		125,493,175
Capital stock, non-convertible, $0.001 par value	13,535			11,960		Capital stock, non-convertible, $0.001 par value	13,652		13,639
Additional paid-in capital	369,884,338			320,295,969		Additional paid-in capital	342,734,629		360,844,497
Retained earnings (deficit)	(19,419,600		)	9,147,701
Retained deficit						Retained deficit	(312,954,875)		(9,611,872)

CorEnergy equity	475,971,448			455,011,305		CorEnergy equity	155,063,756		476,739,439
Total CorEnergy capitalization	$	632,209,461		$	605,049,685	Total CorEnergy capitalization	$	269,907,461	$	628,848,865



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



Exhibit No.		Description of Document

~~4.5~~10.2.13*		Indenture relating to 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 August 12, 2019).
~~10.2.10~~*	Letter Agreement, dated September 30, ~~2019,~~2020, concerning ~~Incentive~~Management Fee for September 30, ~~2019~~2020 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~~10.14.1*		~~Letter~~Firm Service Transportation Agreement, Contract No. FRM-SPR-1001, dated ~~September~~October 30, ~~2019, concerning Management Fee for September 30, 2019 under Management Agreement, dated May 8, 2015 and effective as of May 1, 2015,~~2020, between ~~Corridor InfraTrust Management,~~MoGas Pipeline LLC and ~~CorEnergy Infrastructure Trust,~~Spire Missouri, 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 September 30, ~~2019,~~2020, formatted in ~~XBRL (Extensible~~iXBRL (Inline Extensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of ~~Income,~~Operations, (iii) the Consolidated ~~Statement~~Statements of Equity, (iv) the Consolidated Statements of Cash Flows and (v) the Notes to Consolidated Financial Statements.
*104		~~Filed herewith.~~Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
*	Filed herewith.
**	Furnished herewith.


CORENERGY INFRASTRUCTURE TRUST, INC.
(Registrant)

~~CORENERGY INFRASTRUCTURE TRUST, INC.~~By:		/s/ Kristin M. Leitze
~~(Registrant)~~		Kristin M. Leitze

~~By:~~	~~/s/ Rebecca M. Sandring~~
	~~Rebecca M. Sandring~~
	Chief Accounting Officer ~~Treasurer and Secretary~~
		(Principal Accounting Officer and Principal Financial Officer)
		~~October 31, 2019~~November 3, 2020

By:		/s/ David J. Schulte
		David J. Schulte
		Chairman and Chief Executive Officer
		(Principal Executive Officer)
		~~October 31, 2019~~November 3, 2020

(1) In conjunction with the impairment of the Grand Isle Gathering System discussed below, the remaining estimated useful life of the GIGS asset was adjusted to approximately 15 years beginning in the second quarter of 2020. Additionally, the Company updated the useful life of its asset retirement obligation ("ARO") segments resulting in a change to the timing of the undiscounted cash flows. The timing change resulted in an increase to the ARO asset and liability of approximately $257 thousand.

~~Table of Contents~~

~~Glossary of Defined Terms~~