tyg_n30b2.htm
Company at a
Glance
Tortoise Energy Infrastructure Corp.
(NYSE: TYG) is a pioneering closed-end investment company investing primarily in
equity securities of publicly-traded Master Limited Partnerships (MLPs)
operating energy infrastructure assets.
Investment Goals: Yield, Growth and
Quality
TYG seeks a high
level of total return with an emphasis on current distributions paid to
stockholders.
In seeking to
achieve yield, we target
distributions to our stockholders that are roughly equal to the underlying yield
on a direct investment in MLPs. In order to accomplish this, we maintain our
strategy of investing primarily in energy infrastructure MLPs with attractive
current yields and growth potential.
We seek to achieve
distribution growth as revenues of our underlying companies
grow with the economy, with the population and through rate increases. This
revenue growth generally leads to increased operating profits, and when combined
with internal expansion projects and acquisitions, is expected to provide
attractive growth in distributions to us. We also seek distribution growth
through capital market strategies involving timely debt and equity offerings by
us that are typically primarily invested in MLP issuer direct
placements.
TYG seeks to
achieve quality by investing in companies operating
energy infrastructure assets that are critical to the U.S. economy. Often these
assets would be difficult to replicate. We also back experienced management
teams with successful track records. By investing in us, our stockholders have
access to a portfolio that is diversified through geographic regions and across
product lines, including natural gas, natural gas liquids, crude oil and refined
products.
About Energy Infrastructure Master
Limited Partnerships
MLPs are limited
partnerships whose units trade on public exchanges such as the New York Stock
Exchange (NYSE), the NYSE Alternext US and NASDAQ. Buying MLP units makes an
investor a limited partner in the MLP. There are currently approximately 70 MLPs
in the market, mostly in
industries related to energy and natural resources.
We primarily invest
in MLPs and their affiliates in the energy infrastructure sector. Energy
infrastructure MLPs are engaged in the transportation, storage and processing of
crude oil, natural gas and refined products from production points to the end
users. Our investments are primarily in mid-stream (mostly pipeline) operations,
which typically produce steady cash flows with less exposure to commodity prices
than many alternative investments in the broader energy industry. With the
growth potential of this sector along with our disciplined investment approach, we
endeavor to generate a predictable and increasing distribution stream for our
investors.
A TYG Investment Versus a Direct
Investment in MLPs
We provide our
stockholders an alternative to investing directly in MLPs and their affiliates.
A direct MLP investment potentially offers an attractive distribution with a
significant portion treated as return of capital, and a historically low
correlation to returns on stocks and bonds. However, the tax characteristics of
a direct MLP investment are generally undesirable for tax-exempt investors such
as retirement plans. We are structured as a C Corporation — accruing federal and
state income taxes, based on taxable earnings and profits. Because of this
innovative structure, pioneered by Tortoise Capital Advisors, institutions and
retirement accounts are able to join individual stockholders as investors in
MLPs.
Additional features
include:
- One Form 1099 per stockholder
at the end of the year, thus avoiding multiple K-1s and multiple state filings
for individual partnership investments;
- A professional management
team, with nearly 100 years combined investment experience, to select and
manage the portfolio on your behalf;
- The ability to access
investment grade credit markets to enhance stockholder return;
and
- Access to direct placements
and other investments not available through the public markets.
March 31,
2010
Dear Fellow
Stockholders,
Energy
infrastructure companies continued to perform well in the first quarter of 2010.
We believe the strong performance was a result of the improving U.S. economic
outlook, steady business fundamentals and healthy access to capital for MLP
companies. TYG’s mix of portfolio companies is intended to minimize volatility
and exposure to commodity prices and we believe its investments are positioned
for continued strength in 2010.
Master Limited Partnership Sector Review
and Outlook
The energy
infrastructure sector’s first quarter 2010 price performance overcame broader
concerns about the economic recovery, and ended impressively. For our quarter
ended Feb. 28, 2010, the Tortoise MLP Index™ achieved a total return of 12.8
percent, outperforming the broader U.S. equity market by 11.5 percent. The
outperformance resulted from, in our view, favorable underlying business
fundamentals. Demand for refined products stabilized, particularly for gasoline,
as the improving economy returned more consumers to the roadways. Natural gas
transmission operations benefited from their fee-based contract structure.
MLPs raised more
than $2.5 billion in equity and more than $6 billion in debt in the first
quarter, using the proceeds primarily for acquisitions and organic growth. We
view this trend positively, as the capital raised was at increasingly attractive
levels. We expect further issuances as MLPs are forecast to invest more than $15
billion through 2012 on new pipeline and storage construction projects to
connect new areas of supply to demand centers. While distribution growth slowed
in the past year given the uncertainty in the capital markets, we expect
distribution growth of three to five percent in 2010 from TYG’s portfolio
companies.
Company Performance Review and
Outlook
For the quarter
ended Feb. 28, 2010, our total return based on market value, including the
reinvestment of distributions, was 5.2 percent as compared to a total return of
16.5 percent for the prior quarter ended Nov. 30, 2009 and a return of 24.0
percent for the prior year’s quarter ended Feb. 28, 2009. We completed a new
equity offering in January which temporarily impacted stock price; however, our
stock has rebounded since the end of the quarter.
We paid a
distribution of $0.54 per common share ($2.16 annualized) to our stockholders on
March 1, 2010, unchanged from the previous quarter. This represents an
annualized yield of 7.1 percent based on the closing price of $30.46 on March 1,
2010, a dramatic change compared to a 12.1 percent yield based on the closing
price of $17.91 on March 2, 2009. We expect to maintain a quarterly distribution
of $0.54 per share this year.
Early in the
quarter, we completed the refinancing of all our remaining auction rate
leverage. Our longer-term leverage of approximately $243 million, excluding our
bank credit facility, is comprised of 70 percent private placement debt and 30
percent publicly-traded preferred with a weighted average fixed rate of 5.92
percent and weighted average laddered maturity of approximately 6.5 years. We
have also reduced our long-term leverage target to 25 percent of total assets at
the time of incurrence from our previous target of 33 percent. Our leverage as
of Feb. 28, 2010 was 21.2 percent of total assets.
As a result of our
policy of reducing total leverage, and refinancing out of the auction rate
market, our distributable cash flow coverage ratio has been reduced. We plan to
resume growing our distributions when we have achieved adequate confidence that
any such increase is sustainable. Additional information about our financial
performance and use of leverage is available in the Management’s Discussion of
this report.
Conclusion
We believe MLPs
provide a compelling risk adjusted current yield relative to other asset
classes. We expect the fee-based nature of cash flows, modest leverage and
adequate distribution coverage to continue to drive steady returns.
Thank you for
investing in TYG and please plan to join us for our annual stockholders’ meeting
on May 21, 2010 at 10 a.m. central time at our offices located at 11550 Ash St.,
Suite 300, in Leawood, Kan. If you are unable to attend the meeting, you can
join us via our Web site at www.tortoiseadvisors.com.
Sincerely,
The Managing
Directors
Tortoise Capital Advisors, L.L.C.
The adviser to Tortoise Energy
Infrastructure Corp.
|
|
|
H. Kevin Birzer |
Zachary A. Hamel |
Kenneth P. Malvey |
|
|
|
|
|
|
Terry Matlack |
David J. Schulte |
|
2010 1st Quarter
Report 1
Key
Financial Data (Supplemental Unaudited
Information) (dollar amounts in thousands unless otherwise
indicated) |
The information presented below regarding
Distributable Cash Flow and Selected Operating Ratios is supplemental non-GAAP
financial information, which we believe is meaningful to understanding our
operating performance. The Selected Operating Ratios are the functional
equivalent of EBITDA for non-investment companies, and we believe they are an
important supplemental measure of performance and promote comparisons from
period-to-period. Supplemental non-GAAP measures should be read in conjunction
with our full financial statements.
|
|
2009 |
|
2010 |
|
|
Q1(1) |
|
Q2(1) |
|
Q3(1) |
|
Q4(1) |
|
Q1(1) |
Total Distributions Received from
Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Distributions received from master limited
partnerships |
|
$ |
16,271 |
|
|
$ |
16,498 |
|
|
$ |
16,554 |
|
|
$ |
17,654 |
|
|
$ |
19,426 |
|
Dividends
paid in stock |
|
|
2,860 |
|
|
|
2,767 |
|
|
|
2,836 |
|
|
|
1,843 |
|
|
|
2,044 |
|
Dividends from common stock |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Short-term
interest and dividend income |
|
|
6 |
|
|
|
3 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Total from
investments |
|
|
19,137 |
|
|
|
19,268 |
|
|
|
19,390 |
|
|
|
19,497 |
|
|
|
21,470 |
|
Operating Expenses Before Leverage
Costs and Current Taxes |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Advisory fees, net of expense
reimbursement |
|
|
1,413 |
|
|
|
1,769 |
|
|
|
2,083 |
|
|
|
2,253 |
|
|
|
2,584 |
|
Other
operating expenses |
|
|
298 |
|
|
|
317 |
|
|
|
340 |
|
|
|
338 |
|
|
|
397 |
|
|
|
|
1,711 |
|
|
|
2,086 |
|
|
|
2,423 |
|
|
|
2,591 |
|
|
|
2,981 |
|
Distributable cash flow before leverage costs and current taxes |
|
|
17,426 |
|
|
|
17,182 |
|
|
|
16,967 |
|
|
|
16,906 |
|
|
|
18,489 |
|
Leverage costs(2) |
|
|
3,962 |
|
|
|
4,019 |
|
|
|
4,058 |
|
|
|
4,028 |
|
|
|
4,032 |
|
Current
income tax expense |
|
|
20 |
|
|
|
22 |
|
|
|
25 |
|
|
|
26 |
|
|
|
24 |
|
Distributable Cash
Flow(3) |
|
$ |
13,444 |
|
|
$ |
13,141 |
|
|
$ |
12,884 |
|
|
$ |
12,852 |
|
|
$ |
14,433 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Distributions paid on common
stock |
|
$ |
12,659 |
|
|
$ |
12,659 |
|
|
$ |
12,752 |
|
|
$ |
12,947 |
|
|
$ |
14,497 |
|
Distributions paid on common stock per share |
|
|
0.54 |
|
|
|
0.54 |
|
|
|
0.54 |
|
|
|
0.54 |
|
|
|
0.54 |
|
Payout percentage for period(4) |
|
|
94.2 |
% |
|
|
96.3 |
% |
|
|
99.0 |
% |
|
|
100.7 |
% |
|
|
100.4 |
% |
Net realized gain (loss), net of income taxes |
|
|
(7,777 |
) |
|
|
(451 |
) |
|
|
5,128 |
|
|
|
11,418 |
|
|
|
3,545 |
|
Total assets, end of
period |
|
719,479 |
|
|
840,247 |
|
|
895,475 |
|
1,000,278 |
|
1,205,941 |
|
Average total assets during period(5) |
|
699,809 |
|
|
762,040 |
|
|
878,521 |
|
|
948,734 |
|
1,114,507 |
|
Leverage (long-term debt
obligations, preferred stock and short-term borrowings)(6) |
|
260,250 |
|
|
247,500 |
|
|
244,400 |
|
|
250,400 |
|
|
255,375 |
|
Leverage as a percent of total assets |
|
|
36.2 |
% |
|
|
29.5 |
% |
|
|
27.3 |
% |
|
|
25.0 |
% |
|
|
21.2 |
% |
Unrealized appreciation, net of
income taxes, end of period |
|
|
25,452 |
|
|
115,053 |
|
|
152,114 |
|
|
218,575 |
|
|
291,147 |
|
Net assets, end of period |
|
433,698 |
|
|
510,535 |
|
|
542,223 |
|
|
613,601 |
|
|
753,374 |
|
Average net assets during
period(7) |
|
422,065 |
|
|
458,511 |
|
|
533,801 |
|
|
587,503 |
|
|
689,774 |
|
Net asset value per common share |
|
|
18.50 |
|
|
|
21.78 |
|
|
|
22.92 |
|
|
|
25.53 |
|
|
|
28.06 |
|
Market value per share |
|
|
20.65 |
|
|
|
25.28 |
|
|
|
25.82 |
|
|
|
29.50 |
|
|
|
30.46 |
|
Shares outstanding |
23,442,791 |
|
23,442,791 |
|
23,659,394 |
|
24,037,087 |
|
26,845,987 |
|
|
Selected Operating Ratios(8) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As a Percent of Average Total
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
distributions received from investments |
|
|
11.09 |
% |
|
|
10.03 |
% |
|
|
8.76 |
% |
|
|
8.24 |
% |
|
|
7.81 |
% |
Operating expenses before leverage costs
and current taxes |
|
|
0.99 |
% |
|
|
1.09 |
% |
|
|
1.09 |
% |
|
|
1.10 |
% |
|
|
1.08 |
% |
Distributable cash flow before leverage costs and current taxes |
|
|
10.10 |
% |
|
|
8.94 |
% |
|
|
7.67 |
% |
|
|
7.14 |
% |
|
|
6.73 |
% |
As a Percent of Average Net
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Distributable cash flow(3) |
|
|
12.92 |
% |
|
|
11.37 |
% |
|
|
9.58 |
% |
|
|
8.77 |
% |
|
|
8.49 |
% |
(1) |
Q1 is the period from December
through February. Q2 is the period from March through May. Q3 is the
period from June through August. Q4 is the period from September through
November. |
(2) |
Leverage costs include interest
expense, other recurring leverage expenses and distributions to preferred
stockholders. |
(3) |
“Net investment income (loss),
before income taxes” on the Statement of Operations is adjusted as follows
to reconcile to Distributable Cash Flow (DCF): increased by the return of
capital on MLP distributions and the value of paid-in-kind distributions,
premium on redemption of long-term debt obligations, other non-recurring
leverage expenses and amortization of debt issuance costs; and decreased
by distributions to preferred stockholders and current taxes
paid. |
(4) |
Distributions paid as a percentage of
Distributable Cash Flow. |
(5) |
Computed by averaging month-end values
within each period. |
(6) |
The balance on the short-term credit
facility was $12,400,000 as of February 28, 2010. |
(7) |
Computed by averaging daily values
within each period. |
(8) |
Annualized for periods less than one
full year. Operating ratios contained in our Financial Highlights are
based on net assets and include current and deferred income tax expense
and leverage costs. |
2 Tortoise Energy Infrastructure
Corp.
Management’s Discussion (Unaudited)
|
The information contained in this section
should be read in conjunction with our Financial Statements and the Notes
thereto. In addition, this report contains certain forward-looking statements.
These statements include the plans and objectives of management for future
operations and financial objectives and can be identified by the use of
forward-looking terminology such as “may,” “will,” “expect,” “intend,”
“anticipate,” “estimate,” or “continue” or the negative thereof or other
variations thereon or comparable terminology. These forward-looking statements
are subject to the inherent uncertainties in predicting future results and
conditions. Certain factors that could cause actual results and conditions to
differ materially from those projected in these forward-looking statements are
set forth in the “Risk Factors” section of our public filings with the
SEC.
Overview
Tortoise Energy
Infrastructure Corp’s (the “Company”) goal is to provide a stable and growing
distribution stream to our investors. We seek to provide our stockholders with
an efficient vehicle to invest in the energy infrastructure sector. While we are
a registered investment company under the Investment Company Act of 1940, as
amended (the “1940 Act”), we are not a “regulated investment company” for
federal tax purposes. Our distributions do not generate unrelated business
taxable income (UBTI) and our stock may therefore be suitable for holding by
pension funds, IRAs and mutual funds, as well as taxable accounts. We invest
primarily in MLPs through private and public market purchases. MLPs are publicly
traded partnerships whose equity interests are traded in the form of units on
public exchanges, such as the NYSE or NASDAQ. Tortoise Capital Advisors, L.L.C.
serves as our investment adviser.
Company Update
Market values of
our MLP investments increased during 1st quarter 2010 from their levels at
November 30, 2009. This contributed to an increase of $73 million in unrealized
appreciation (net of income taxes) during the quarter but also increased
asset-based expenses. During the quarter we completed the redemption of all our
remaining auction rate securities, issued private placement notes and completed
public offerings of Mandatory Redeemable Preferred (“MRP”) stock and common
stock. In addition, we reduced our long-term leverage target to 25 percent of
total assets at the time of incurrence and provided guidance that we expect to
maintain a $0.54 quarterly distribution for fiscal year 2010. Additional
information on these events and results of our operations are discussed in more
detail below.
Critical Accounting
Policies
The financial
statements are based on the selection and application of critical accounting
policies, which require management to make significant estimates and
assumptions. Critical accounting policies are those that are both important to
the presentation of our financial condition and results of operations and
require management’s most difficult, complex, or subjective judgments. Our
critical accounting policies are those applicable to the valuation of
investments, tax matters and certain revenue recognition matters as discussed in
Note 2 in the Notes to Financial Statements.
Determining Distributions to
Stockholders
Our portfolio
generates cash flow from which we pay distributions to stockholders. Our Board
of Directors considers our distributable cash flow (“DCF”) in determining
distributions to stockholders. Our Board of Directors reviews the distribution
rate quarterly, and may adjust the quarterly distribution throughout the year.
Our goal is to declare what we believe to be sustainable increases in our
regular quarterly distributions. We have targeted to pay at least 95 percent of
DCF on an annualized basis.
Determining DCF
DCF is simply
distributions received from investments less expenses. The total distributions
received from our investments include the amount received by us as cash
distributions from MLPs, paid-in-kind distributions, and dividend and interest
payments. The total expenses include current or anticipated operating expenses,
leverage costs and current income taxes. Each are summarized for you in the
table on page 2 and are discussed in more detail below.
The Key Financial
Data table discloses the calculation of DCF and should be read in conjunction
with this discussion. The difference between distributions received from
investments in the DCF
calculation and total investment income as reported in the Statement of
Operations, is reconciled as follows: GAAP recognizes that a significant portion
of the cash distributions received from MLPs are characterized as a return of
capital and therefore excluded from investment income, whereas the DCF
calculation includes the return of capital; and distributions received from
investments in the DCF calculation include the value of dividends paid-in-kind
(additional stock or MLP units), whereas such amounts are not included as income
for GAAP purposes. The treatment of expenses in the DCF calculation also differs
from what is reported in the Statement of Operations. In addition to the total
operating expenses as disclosed in the Statement of Operations, the DCF
calculation reflects interest expense, other recurring leverage expenses,
distributions to preferred stockholders as well as current taxes paid. A
reconciliation of Net Investment Loss, before Income Taxes to DCF is included
below.
Distributions Received from
Investments
Our ability to
generate cash is dependent on the ability of our portfolio of investments to
generate cash flow from their operations. In order to maintain and grow
distributions to our stockholders, we evaluate each holding based upon its
contribution to our investment income, our expectation for its growth rate, and
its risk relative to other potential investments.
We concentrate on
MLPs we believe can expect an increasing demand for services from economic and
population growth. We seek well-managed businesses with hard assets and stable
recurring revenue streams. Our focus remains primarily on investing in fee-based
service providers that operate long-haul, interstate pipelines. We further
diversify among issuers, geographies and energy commodities to seek a
distribution payment which approximates an investment directly in energy
infrastructure MLPs. In addition, most energy infrastructure companies are
regulated and utilize an inflation escalator index that factors in inflation as
a cost pass-through. So, over the long-term, we believe MLPs’ distributions will
outpace inflation and interest rate increases, and produce positive real
returns.
Total distributions
received from our investments for the 1st quarter 2010 was approximately $21.5
million, representing a 12 percent increase as compared to 1st quarter 2009 and
a 10 percent increase or approximately $2 million as compared to 4th quarter
2009. Of the $2 million increase, approximately $1.8 million was due to
distributions received from the investment of the net proceeds from our common
stock issuance and incremental leverage, with the remainder reflecting
distribution increases from our MLP investments.
Expenses
We incur two types
of expenses: (1) operating expenses, consisting primarily of the advisory fee;
and (2) leverage costs. On a percentage basis, operating expenses before
leverage costs and current taxes were an annualized 1.08 percent of average
total assets for the 1st quarter 2010 as compared to 0.99 percent for the 1st
quarter 2009 and 1.10 percent for the 4th quarter 2009. The increase of 0.09
percent from 2009 is primarily due to the expiration of the 0.10 percent expense
reimbursement in February 2009. Advisory fees for the 1st quarter 2010 increased
15 percent from 4th quarter 2009 as a result of increased average managed
assets. Average managed assets increased primarily as a result of increasing MLP
asset values and the net proceeds from our common stock issuance and incremental
leverage. Yields on our MLP investments have generally reverted to their
long-term historical average. All else being equal, if MLP yields continue to
tighten, MLP asset values will increase as will our managed assets and advisory
fees. Other operating expenses for the 1st quarter 2010 increased as compared to
4th quarter 2009 as a result of increased franchise payments to various
states.
Leverage costs
consist of two major components: (1) the direct interest expense on our Tortoise
Notes and short-term credit facility; and (2) distributions to preferred
stockholders. Other leverage expenses include rating agency fees and commitment
fees. Total leverage costs for DCF purposes were approximately $4.0 million for
the 1st quarter 2010, relatively unchanged as compared to the 1st quarter 2009
and 4th quarter 2009.
The weighted
average annual rate of our longer-term fixed-rate leverage is 5.92 percent. This
rate does not include balances on our bank line of credit which accrue interest
at a variable rate equal to one-month LIBOR plus 2.00 percent. Our weighted
average rate may vary in
2010 1st Quarter
Report 3
Management’s Discussion (Unaudited) (Continued) |
future periods as
our leverage matures or is redeemed. Additional information on our leverage and
refinancing activity is disclosed below in Liquidity and Capital Resources and
in our Notes to Financial Statements.
Distributable Cash
Flow
For 1st quarter
2010, our DCF was approximately $14.4 million, an increase of 7.4 percent as
compared to 1st quarter 2009 and 12.3 percent as compared to 4th quarter 2009.
The increases are the net result of increased distributions and expenses as
outlined above. We declared and paid a distribution of $14.5 million, or 100.4
percent of DCF, during the quarter. On a per share basis, we declared a $0.54
distribution on February 8, 2010. This is unchanged as compared to 1st quarter
2009 and 4th quarter 2009.
Market values of
our assets and asset-based expenses have increased more than the distributions
from our MLPs over the last year, eroding the cushion we built into our
distribution payout percentage in early 2009. Factoring in moderate increases in
projected distributions we receive from MLPs, projected expenses and our desire
to reestablish a cushion in our distribution payout percentage, we expect to
maintain quarterly distributions to our stockholders of $0.54 per share during
2010.
Net investment loss
before income taxes on the Statement of Operations is adjusted as follows to
reconcile to DCF for 1st quarter 2010 (in thousands):
Net Investment Loss, before Income
Taxes |
$ |
(5,271 |
) |
Adjustments to reconcile to DCF: |
|
|
|
Dividends
paid in stock |
|
2,044 |
|
Return of capital on
distributions |
|
16,932 |
|
Amortization of debt issuance costs |
|
771 |
|
Amortization of other leverage
expenses |
|
224 |
|
Distributions to auction preferred stockholders |
|
(243 |
) |
Current income tax expense |
|
(24 |
) |
DCF |
$ |
14,433 |
|
Liquidity and Capital
Resources
We had total assets
of $1.2 billion at quarter-end. Our total assets reflect the value of our
investments, which are itemized in the Schedule of Investments. It also reflects
cash, interest and other receivables and any expenses that may have been
prepaid. During 1st quarter 2010, total assets increased $205 million from $1
billion to approximately $1.2 billion. This change was primarily the result of
an increase in realized and unrealized gain on investments of approximately $106
million during the quarter (excluding return of capital on distributions
received during the quarter), the receipt of net proceeds of approximately $82
million from the issuance of 2.8 million shares of our common stock and the
increase of approximately $18 million in incremental leverage supported by the
common stock issuance.
Total leverage
outstanding at February 28, 2010 of $255.4 million is comprised of approximately
$170 million in senior notes, $73 million in preferred shares and $12.4 million
outstanding under the credit facility. Total leverage represented 21.2 percent
of total assets at February 28, 2010, as compared to 25.0 percent as of November
30, 2009 and 36.2 percent as of February 28, 2009. We established a new
long-term leverage target ratio of 25 percent of total assets at time of
incurrence, a reduction from our previous target ratio of 33 percent. Further,
temporary increases of up to 30 percent of our total assets may be permitted,
provided that such leverage is consistent with the limits set forth in the 1940
Act, and that such leverage is expected to be reduced over time in an orderly
fashion to reach our long-term target. Our leverage ratio is impacted by
increases or decreases in MLP values, issuance of equity and/or the sale of
securities where proceeds are used to reduce leverage.
During the quarter
we completed the refinancing of all our remaining auction rate leverage by
issuing a total of $73 million liquidation value of MRP stock. The MRP stock is
mandatorily redeemable on December 31, 2019 and pays a monthly distribution at
an annual rate of 6.25 percent. The MRP stock is listed on the NYSE under the
symbol TYG Pr A and is rated AA and A1 by Fitch Ratings and Moody’s Investor
Services, Inc., respectively. On December 21, 2009, we used the proceeds from
the MRP stock issuance to redeem our $70 million of auction rate preferred shares. The
auction rate preferred shares had been in a special rate period since September
2007.
On December 21,
2009, we issued $59,975,000 aggregate amount of private placement notes. The
$29,975,000 Series F Notes carry a fixed interest rate of 4.50 percent and
mature on December 21, 2012. The $30,000,000 Series G Notes carry a fixed
interest rate of 5.85 percent and mature on December 21, 2016. Proceeds from
these issuances were used to redeem the $60,000,000 Series A auction rate notes
on December 21, 2009. The Series A Notes had been in a special rate period since
September 2007.
As a result of
these transactions, we no longer have any outstanding auction rate securities.
Our longer-term leverage (excluding our bank credit facility) of $242,975,000 is
comprised of 70 percent private placement debt and 30 percent publicly traded
preferred equity with a weighted average fixed rate of 5.92 percent and
remaining weighted average laddered maturity of approximately 6.5
years.
We have used
leverage to acquire MLPs consistent with our investment philosophy. The terms of
our leverage are governed by regulatory and contractual asset coverage
requirements that arise from the use of leverage. Additional information on our
leverage and asset coverage requirements is discussed in Note 8 and Note 9 in
the Notes to Financial Statements. Our coverage ratios are updated each week and
available on our web site at www.tortoiseadvisors.com.
Taxation of our Distributions and
Deferred Taxes
We invest in
partnerships which generally have larger distributions of cash than the
accounting income which they generate. Accordingly, the distributions include a
return of capital component for accounting and tax purposes. Distributions
declared and paid by us in a year generally differ from taxable income for that
year, as such distributions may include the distribution of current year taxable
income or return of capital.
The taxability of
the distribution you receive depends on whether we have annual earnings and
profits. If so, those earnings and profits are first allocated to the preferred
shares and then to the common shares.
In the event we
have earnings and profits allocated to our common shares, all or a portion of
our distribution will be taxable at the 15 percent Qualified Dividend Income
(“QDI”) rate, assuming various holding requirements are met by the stockholder.
The 15 percent QDI rate is currently effective through 2010. The portion of our
distribution that is taxable may vary for either of two reasons: first, the
characterization of the distributions we receive from MLPs could change annually
based upon the K-1 allocations and result in less return of capital and more in
the form of income. Second, we could sell an MLP investment and realize a gain
or loss at any time. It is for these reasons that we inform you of the tax
treatment after the close of each year as the ultimate characterization of our
distributions is undeterminable until the year is over.
For book and tax
purposes, distributions to stockholders for the fiscal year ended 2009 were
comprised of 100 percent return of capital. A holder of our common stock would
reduce their cost basis for income tax purposes by the entire amount of the 2009
distribution. This information is reported to stockholders on Form 1099-DIV and
is available on our web site at www.tortoiseadvisors.com.
The unrealized gain
or loss we have in the portfolio is reflected in the Statement of Assets and
Liabilities. At February 28, 2010, our investments are valued at $1.2 billion,
with an adjusted cost of $735 million. The $465 million difference reflects
unrealized appreciation that would be realized for financial statement purposes
if those investments were sold at those values. The Statement of Assets and
Liabilities also reflects either a deferred tax liability or deferred tax asset
depending upon unrealized gains (losses) on investments, realized gains (losses)
on investments and net operating losses. At February 28, 2010, the balance sheet
reflects a deferred tax liability of approximately $178 million or $6.65 per
share. Accordingly, our net asset value per share represents the amount which
would be available for distribution to stockholders after payment of taxes.
Details of our deferred taxes are disclosed in Note 5 in our Notes to Financial
Statements.
4
Tortoise Energy
Infrastructure Corp.
Schedule
of Investments February 28, 2010 |
(Unaudited) |
|
|
Shares |
|
Fair Value |
Master Limited Partnerships
and |
|
|
|
|
|
|
Related Companies — 159.7%(1) |
|
|
|
|
|
|
|
|
Crude/Refined Products Pipelines —
68.4%(1) |
|
|
|
|
United States — 68.4%(1) |
|
|
|
|
|
|
Blueknight Energy Partners,
L.P.(2) |
|
342,162 |
|
$ |
3,695,350 |
|
Buckeye Partners, L.P. |
|
781,500 |
|
|
45,944,385 |
|
Enbridge Energy Partners,
L.P. |
|
1,684,900 |
|
|
86,300,578 |
|
Holly Energy Partners, L.P. |
|
616,000 |
|
|
26,235,440 |
|
Kinder Morgan Management, LLC(3) |
|
1,840,914 |
|
|
105,576,441 |
|
Magellan Midstream Partners, L.P. |
|
1,626,700 |
|
|
73,591,908 |
|
NuStar Energy L.P. |
|
894,600 |
|
|
51,341,094 |
|
Plains All American Pipeline, L.P. |
|
1,239,100 |
|
|
68,658,531 |
|
Sunoco Logistics Partners
L.P. |
|
799,000 |
|
|
54,220,140 |
|
|
|
|
|
|
515,563,867 |
|
Natural Gas/Natural Gas Liquids
Pipelines — 61.2%(1) |
|
|
United States — 61.2%(1) |
|
|
|
|
|
|
Boardwalk Pipeline Partners,
LP |
|
1,837,546 |
|
|
55,016,127 |
|
Duncan Energy Partners L.P. |
|
604,335 |
|
|
15,404,499 |
|
El Paso Pipeline Partners,
L.P. |
|
1,514,900 |
|
|
39,220,761 |
|
Energy Transfer Equity, L.P. |
|
554,110 |
|
|
17,908,835 |
|
Energy Transfer Partners,
L.P. |
|
2,065,200 |
|
|
95,577,456 |
|
Enterprise Products Partners L.P. |
|
3,097,300 |
|
|
101,467,548 |
|
ONEOK Partners, L.P. |
|
634,700 |
|
|
38,494,555 |
|
Spectra Energy Partners, LP |
|
493,020 |
|
|
14,780,740 |
|
TC PipeLines, LP |
|
1,481,600 |
|
|
54,671,040 |
|
Williams Partners L.P. |
|
177,700 |
|
|
6,901,868 |
|
Williams Pipeline Partners
L.P. |
|
726,500 |
|
|
21,206,535 |
|
|
|
|
|
|
460,649,964 |
|
Natural Gas Gathering/Processing —
19.3%(1) |
|
|
|
|
United States — 19.3%(1) |
|
|
|
|
|
|
Copano Energy, L.L.C. |
|
999,440 |
|
|
23,786,672 |
|
DCP Midstream Partners, LP |
|
1,106,100 |
|
|
34,090,002 |
|
MarkWest Energy Partners,
L.P. |
|
1,066,900 |
|
|
31,558,902 |
|
Regency Energy Partners LP |
|
295,400 |
|
|
6,274,296 |
|
Targa Resources Partners
LP |
|
1,822,225 |
|
|
45,555,625 |
|
Western Gas Partners LP |
|
205,075 |
|
|
4,384,504 |
|
|
|
|
|
|
145,650,001 |
|
Propane Distribution — 10.2%(1) |
|
|
|
|
|
|
United States — 10.2%(1) |
|
|
|
|
|
|
Inergy, L.P. |
|
2,135,500 |
|
|
77,134,260 |
|
Shipping — 0.6%(1) |
|
|
|
|
|
|
Republic of the Marshall Islands —
0.6%(1) |
|
|
|
|
|
|
Teekay LNG Partners L.P. |
|
156,200 |
|
|
4,262,698 |
|
Total Master Limited Partnerships and |
|
|
|
|
|
|
Related Companies (Cost
$734,644,539) |
|
|
|
|
1,203,260,790 |
|
Short-Term Investment — 0.0%(1) |
|
|
|
|
|
|
United States Investment Company —
0.0%(1) |
|
|
|
|
|
|
Fidelity Institutional Government |
|
|
|
|
|
|
Portfolio — Class I, 0.03%(4) (Cost
$14,774) |
|
14,774 |
|
|
14,774 |
|
Total Investments — 159.7%(1) |
|
|
|
|
|
|
(Cost
$734,659,313) |
|
|
|
|
1,203,275,564 |
|
Other Assets and Liabilities —
(27.5%)(1) |
|
|
|
|
(206,926,488 |
) |
Long-Term Debt Obligations —
(22.5%)(1) |
|
|
|
|
(169,975,000 |
) |
Mandatory Redeemable Preferred
Shares |
|
|
|
|
|
|
at
Redemption Value — (9.7%)(1) |
|
|
|
|
(73,000,000 |
) |
Total Net Assets Applicable
to |
|
|
|
|
|
|
Common Stockholders — 100.0%(1) |
|
|
|
$ |
753,374,076 |
|
|
|
|
|
|
|
|
(1) |
Calculated as a percentage of net
assets applicable to common stockholders. |
(2) |
Non-income
producing. |
(3) |
Security distributions are
paid-in-kind. |
(4) |
Rate indicated is the current yield
as of February 28, 2010. |
See accompanying Notes to Financial
Statements.
|
|
|
2010 1st Quarter Report |
|
5 |
Statement
of Assets & Liabilities February 28, 2010 |
(Unaudited)
|
|
Assets |
|
|
|
|
Investments at fair value (cost $734,659,313) |
$ |
1,203,275,564 |
|
|
Prepaid expenses and other
assets |
|
2,665,251 |
|
|
Total
assets |
|
1,205,940,815 |
|
Liabilities |
|
|
|
|
Payable to Adviser |
|
1,747,194 |
|
|
Distribution payable to common
stockholders |
|
14,496,833 |
|
|
Accrued expenses and other liabilities |
|
2,514,162 |
|
|
Current tax liability |
|
21,917 |
|
|
Deferred tax liability |
|
178,411,633 |
|
|
Short-term borrowings |
|
12,400,000 |
|
|
Long-term debt obligations |
|
169,975,000 |
|
|
Mandatory redeemable preferred
stock ($10.00 liquidation |
|
|
|
|
value
per share; 7,300,000 shares outstanding) |
|
73,000,000 |
|
|
Total
liabilities |
|
452,566,739 |
|
|
Net
assets applicable to common stockholders |
$ |
753,374,076 |
|
Net Assets Applicable to Common
Stockholders Consist of: |
|
|
|
|
Capital stock, $0.001 par value;
26,845,987 shares issued |
|
|
|
|
and
outstanding (100,000,000 shares authorized) |
$ |
26,846 |
|
|
Additional paid-in capital |
|
463,774,148 |
|
|
Accumulated net investment loss,
net of income taxes |
|
(41,620,041 |
) |
|
Undistributed realized gain, net of income taxes |
|
40,046,603 |
|
|
Net unrealized appreciation of
investments, net of income taxes |
|
291,146,520 |
|
|
Net
assets applicable to common stockholders |
$ |
753,374,076 |
|
|
Net Asset Value per common share
outstanding |
|
|
|
|
(net
assets applicable to common stock, |
|
|
|
|
divided by common shares
outstanding) |
$ |
28.06 |
|
Statement
of Operations Period from December 1, 2009 through February 28, 2010 |
(Unaudited)
|
|
Investment Income |
|
|
|
|
Distributions from master limited partnerships |
$ |
19,425,942 |
|
|
Less return of capital on
distributions |
|
(16,931,565 |
) |
|
Net distributions from master limited partnerships |
|
2,494,377 |
|
|
Dividends from money market mutual
funds |
|
72 |
|
|
Total
Investment Income |
|
2,494,449 |
|
Operating Expenses |
|
|
|
|
Advisory fees |
|
2,583,670 |
|
|
Administrator fees |
|
108,921 |
|
|
Professional fees |
|
66,732 |
|
|
Franchise fees |
|
58,324 |
|
|
Reports to stockholders |
|
40,088 |
|
|
Custodian fees and
expenses |
|
32,953 |
|
|
Directors’ fees |
|
29,737 |
|
|
Fund accounting fees |
|
22,335 |
|
|
Registration fees |
|
10,053 |
|
|
Stock transfer agent fees |
|
3,891 |
|
|
Other operating expenses |
|
24,422 |
|
|
Total
Operating Expenses |
|
2,981,126 |
|
|
Interest expense |
|
2,638,535 |
|
|
Distributions to mandatory
redeemable preferred stockholders |
|
988,551 |
|
|
Amortization of debt issuance costs |
|
771,284 |
|
|
Other leverage expenses |
|
385,743 |
|
|
Total
Leverage Expenses |
|
4,784,113 |
|
|
Total
Expenses |
|
7,765,239 |
|
Net Investment Loss, before Income
Taxes |
|
(5,270,790 |
) |
|
Current tax expense |
|
(23,069 |
) |
|
Deferred tax benefit |
|
1,617,323 |
|
|
Income
tax benefit, net |
|
1,594,254 |
|
Net Investment
Loss |
|
(3,676,536 |
) |
Realized and Unrealized Gain on
Investments |
|
|
|
|
Net realized gain on investments, before income taxes |
|
5,713,266 |
|
|
Deferred tax expense |
|
(2,168,756 |
) |
|
Net
realized gain on investments |
|
3,544,510 |
|
|
Net unrealized appreciation of
investments, before income taxes |
|
116,976,174 |
|
|
Deferred tax expense |
|
(44,404,154 |
) |
|
Net
unrealized appreciation of investments |
|
72,572,020 |
|
Net Realized and Unrealized Gain on
Investments |
|
76,116,530 |
|
Distributions to Auction Preferred
Stockholders |
|
(243,068 |
) |
Net Increase in Net Assets
Applicable to Common Stockholders |
|
|
|
|
Resulting from
Operations |
$ |
72,196,926 |
|
|
|
|
|
|
See accompanying Notes to Financial
Statements.
6
|
|
Tortoise
Energy Infrastructure Corp.
|
|
|
|
Statement
of Changes in Net Assets |
|
|
|
Period from |
|
|
|
|
|
|
|
December 1, 2009 |
|
|
|
|
|
|
|
through |
|
Year Ended |
|
|
|
February 28, 2010 |
|
November 30,
2009 |
|
|
|
(Unaudited) |
|
|
|
|
Operations |
|
|
|
|
|
|
|
|
|
Net
investment loss |
|
$ |
(3,676,536 |
) |
|
$ |
(4,715,122 |
) |
|
Net realized gain on
investments |
|
|
3,544,510 |
|
|
|
8,318,498 |
|
|
Net unrealized appreciation of investments |
|
|
72,572,020 |
|
|
|
243,398,679 |
|
|
Distributions to auction preferred
stockholders |
|
|
(243,068 |
) |
|
|
(4,435,816 |
) |
|
Net increase in net assets applicable
to common stockholders resulting from operations |
|
|
72,196,926 |
|
|
|
242,566,239 |
|
Distributions to Common
Stockholders |
|
|
|
|
|
|
|
|
|
Net investment income |
|
|
— |
|
|
|
— |
|
|
Return of capital |
|
|
(14,496,833 |
) |
|
|
(51,017,299 |
) |
|
Total distributions to common
stockholders |
|
|
(14,496,833 |
) |
|
|
(51,017,299 |
) |
Capital Stock
Transactions |
|
|
|
|
|
|
|
|
|
Proceeds from shelf offerings of 2,808,900 and 391,700 common
shares, respectively |
|
|
85,728,268 |
|
|
|
10,426,227 |
|
|
Underwriting discounts and offering
expenses associated with the issuance of common stock |
|
|
(3,655,646 |
) |
|
|
(455,249 |
) |
|
Issuance of 202,596 common shares from reinvestment of
distributions to stockholders |
|
|
— |
|
|
|
5,050,123 |
|
|
Net
increase in net assets, applicable to common stockholders, from capital
stock transactions |
|
|
82,072,622 |
|
|
|
15,021,101 |
|
|
Total increase in net assets applicable to common
stockholders |
|
|
139,772,715 |
|
|
|
206,570,041 |
|
Net Assets |
|
|
|
|
|
|
|
|
|
Beginning of period |
|
|
613,601,361 |
|
|
|
407,031,320 |
|
|
End of
period |
|
$ |
753,374,076 |
|
|
$ |
613,601,361 |
|
|
Accumulated net
investment loss, net of income taxes, at the end of period |
|
$ |
(41,620,041 |
) |
|
$ |
(37,943,505 |
) |
|
|
|
|
|
|
|
|
|
|
See accompanying Notes to Financial
Statements.
|
|
|
2010 1st Quarter Report |
|
7 |
Statement
of Cash Flows Period from December 1, 2009 through February 28, 2010 |
(Unaudited)
|
|
|
|
|
|
|
|
Cash Flows From Operating
Activities |
|
|
|
|
Distributions received from master limited
partnerships |
$ |
19,425,942 |
|
|
Dividend income received |
|
99 |
|
|
Purchases of long-term investments |
|
(111,807,666 |
) |
|
Proceeds from sales of long-term
investments |
|
12,804,148 |
|
|
Proceeds from sales of short-term investments, net |
|
30,113 |
|
|
Interest expense paid |
|
(2,007,369 |
) |
|
Distributions to mandatory redeemable preferred
stockholders |
|
(608,338 |
) |
|
Other leverage expenses
paid |
|
(52,500 |
) |
|
Operating expenses paid |
|
(2,692,338 |
) |
|
Net
cash used in operating activities |
|
(84,907,909 |
) |
Cash Flows From Financing
Activities |
|
|
|
|
Advances from revolving line of
credit |
|
91,500,000 |
|
|
Repayments on revolving line of credit |
|
(89,500,000 |
) |
|
Issuance of common stock |
|
85,728,268 |
|
|
Issuance of mandatory redeemable preferred stock |
|
73,000,000 |
|
|
Redemption of auction preferred
stock |
|
(70,000,000 |
) |
|
Issuance of long-term debt obligations |
|
59,975,000 |
|
|
Redemption of long-term debt
obligations |
|
(60,000,000 |
) |
|
Common stock issuance costs |
|
(3,462,578 |
) |
|
Debt issuance costs |
|
(2,089,713 |
) |
|
Distributions paid to auction preferred stockholders |
|
(243,068 |
) |
|
Net
cash provided by financing activities |
|
84,907,909 |
|
|
Net change in cash |
|
— |
|
|
Cash — beginning of
period |
|
— |
|
|
Cash — end of
period |
$ |
— |
|
|
|
|
|
|
Reconciliation of net increase in
net assets applicable to |
|
|
|
|
common stockholders resulting from
operations to net cash |
|
|
|
used in operating
activities |
|
|
|
|
Net increase in net assets applicable to common |
|
|
|
|
stockholders resulting from
operations |
$ |
72,196,926 |
|
|
Adjustments to reconcile net
increase in net assets |
|
|
|
|
applicable to common stockholders
resulting from |
|
|
|
|
operations to net cash used in
operating activities: |
|
|
|
|
Purchases
of long-term investments |
|
(111,807,666 |
) |
|
Return
of capital on distributions received |
|
16,931,565 |
|
|
Proceeds
from sales of long-term investments |
|
12,804,112 |
|
|
Proceeds
from sales of short-term investments, net |
|
30,113 |
|
|
Deferred
tax expense |
|
44,955,587 |
|
|
Net
unrealized appreciation of investments |
|
(116,976,174 |
) |
|
Net
realized gain on investments |
|
(5,713,266 |
) |
|
Amortization
of debt issuance costs |
|
771,284 |
|
|
Distributions
to auction preferred stockholders |
|
243,068 |
|
|
Changes
in operating assets and liabilities: |
|
|
|
|
Decrease
in prepaid expenses and other assets |
|
336,855 |
|
|
Increase
in payable to Adviser |
|
204,702 |
|
|
Increase
in current tax liability |
|
21,917 |
|
|
Increase
in accrued expenses and other liabilities |
|
1,093,068 |
|
|
Total
adjustments |
|
(157,104,835 |
) |
|
Net cash used
in operating activities |
$ |
(84,907,909 |
)
|
|
|
|
|
|
See accompanying Notes to Financial
Statements.
8
|
|
Tortoise
Energy Infrastructure Corp.
|
|
|
|
|
|
|
Period from |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 1, 2009 |
|
Year Ended |
|
Year Ended |
|
Year Ended |
|
Year Ended |
|
Year Ended |
|
|
|
through |
|
November 30, |
|
November 30, |
|
November 30, |
|
November 30, |
|
November 30, |
|
|
|
February 28, 2010 |
|
2009 |
|
2008 |
|
2007 |
|
2006 |
|
2005 |
|
|
|
(Unaudited) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Per Common Share Data(1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Asset Value, beginning of period |
|
$ |
25.53 |
|
|
$ |
17.36 |
|
|
$ |
32.96 |
|
|
$ |
31.82 |
|
|
$ |
27.12 |
|
|
$ |
26.53 |
|
|
Underwriting discounts and offering
costs on issuance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
of
common and auction preferred stock(2) |
|
|
— |
|
|
|
— |
|
|
|
(0.01 |
) |
|
|
(0.08 |
) |
|
|
(0.14 |
) |
|
|
(0.02 |
) |
|
Premiums less underwriting discounts and offering costs |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
on issuance of common stock(3) |
|
|
0.11 |
|
|
|
0.03 |
|
|
|
0.09 |
|
|
|
0.08 |
|
|
|
— |
|
|
|
— |
|
|
Income (loss) from Investment
Operations: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment loss(4)(5) |
|
|
(0.15 |
) |
|
|
(0.16 |
) |
|
|
(0.29 |
) |
|
|
(0.61 |
) |
|
|
(0.32 |
) |
|
|
(0.16 |
) |
|
Net
realized and unrealized gains (losses) on investments and |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
interest
rate swap contracts(4)(5) |
|
|
3.12 |
|
|
|
10.65 |
|
|
|
(12.76 |
) |
|
|
4.33 |
|
|
|
7.41 |
|
|
|
2.67 |
|
|
Total
increase (decrease) from investment operations |
|
|
2.97 |
|
|
|
10.49 |
|
|
|
(13.05 |
) |
|
|
3.72 |
|
|
|
7.09 |
|
|
|
2.51 |
|
|
Less Distributions to Auction
Preferred Stockholders: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Return of capital |
|
|
(0.01 |
) |
|
|
(0.19 |
) |
|
|
(0.40 |
) |
|
|
(0.39 |
) |
|
|
(0.23 |
) |
|
|
(0.11 |
) |
|
Total
distributions to auction preferred stockholders |
|
|
(0.01 |
) |
|
|
(0.19 |
) |
|
|
(0.40 |
) |
|
|
(0.39 |
) |
|
|
(0.23 |
) |
|
|
(0.11 |
) |
|
Less Distributions to Common
Stockholders: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Return of capital |
|
|
(0.54 |
) |
|
|
(2.16 |
) |
|
|
(2.23 |
) |
|
|
(2.19 |
) |
|
|
(2.02 |
) |
|
|
(1.79 |
) |
|
Total
distributions to common stockholders |
|
|
(0.54 |
) |
|
|
(2.16 |
) |
|
|
(2.23 |
) |
|
|
(2.19 |
) |
|
|
(2.02 |
) |
|
|
(1.79 |
) |
|
Net Asset
Value, end of period |
|
$ |
28.06 |
|
|
$ |
25.53 |
|
|
$ |
17.36 |
|
|
$ |
32.96 |
|
|
$ |
31.82 |
|
|
$ |
27.12 |
|
|
Per common share market value, end of period |
|
$ |
30.46 |
|
|
$ |
29.50 |
|
|
$ |
17.11 |
|
|
$ |
32.46 |
|
|
$ |
36.13 |
|
|
$ |
28.72 |
|
|
Total Investment Return Based on
Market Value(6) |
|
|
5.18 |
% |
|
|
88.85 |
% |
|
|
(42.47 |
)% |
|
|
(4.43 |
)% |
|
|
34.50 |
% |
|
|
13.06 |
% |
Supplemental Data and
Ratios |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net assets applicable to common
stockholders, end of period (000’s) |
|
$ |
753,374 |
|
|
$ |
613,601 |
|
|
$ |
407,031 |
|
|
$ |
618,412 |
|
|
$ |
532,433 |
|
|
$ |
404,274 |
|
|
Ratio of expenses (including current and deferred income tax
(benefit) expense) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
to average net assets before
waiver(7)(8)(9) |
|
|
31.01 |
% |
|
|
34.32 |
% |
|
|
(26.73 |
)% |
|
|
11.19 |
% |
|
|
20.03 |
% |
|
|
9.10 |
% |
|
Ratio of expenses (including
current and deferred income tax (benefit) expense) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
to
average net assets after waiver(7)(8)(9) |
|
|
31.01 |
% |
|
|
34.29 |
% |
|
|
(26.92 |
)% |
|
|
11.00 |
% |
|
|
19.81 |
% |
|
|
8.73 |
% |
|
Ratio of expenses (excluding current and deferred income tax
(benefit) expense) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
to average net assets before
waiver(7)(8)(10) |
|
|
4.56 |
% |
|
|
4.34 |
% |
|
|
5.51 |
% |
|
|
4.75 |
% |
|
|
3.97 |
% |
|
|
3.15 |
% |
|
Ratio of expenses (excluding
current and deferred income tax (benefit) expense) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
to
average net assets after waiver(7)(8)(10) |
|
|
4.56 |
% |
|
|
4.31 |
% |
|
|
5.32 |
% |
|
|
4.56 |
% |
|
|
3.75 |
% |
|
|
2.78 |
% |
|
Ratio of net investment income (loss) (excluding current and
deferred |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
income tax (benefit) expense) to
average net assets before waiver(7)(8)(10) |
|
|
(3.10 |
)% |
|
|
(1.65 |
)% |
|
|
(3.05 |
)% |
|
|
(3.24 |
)% |
|
|
(2.24 |
)% |
|
|
(1.42 |
)% |
|
Ratio of net investment income
(loss) (excluding current and deferred |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
income tax (benefit) expense) to
average net assets after waiver(7)(8)(10) |
|
|
(3.10 |
)% |
|
|
(1.62 |
)% |
|
|
(2.86 |
)% |
|
|
(3.05 |
)% |
|
|
(2.02 |
)% |
|
|
(1.05 |
)% |
|
Ratio of net investment income (loss) (including current and
deferred |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
income tax (benefit) expense) to
average net assets before waiver(7)(8)(9) |
|
|
(29.55 |
)% |
|
|
(31.63 |
)% |
|
|
29.19 |
% |
|
|
(9.68 |
)% |
|
|
(18.31 |
)% |
|
|
(7.37 |
)% |
|
Ratio of net investment income
(loss) (including current and deferred |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
income tax (benefit) expense) to
average net assets after waiver(7)(8)(9) |
|
|
(29.55 |
)% |
|
|
(31.60 |
)% |
|
|
29.38 |
% |
|
|
(9.49 |
)% |
|
|
(18.09 |
)% |
|
|
(7.00 |
)% |
|
Portfolio turnover rate(7) |
|
|
4.68 |
% |
|
|
17.69 |
% |
|
|
5.81 |
% |
|
|
9.30 |
% |
|
|
2.18 |
% |
|
|
4.92 |
% |
See accompanying Notes to Financial
Statements.
|
|
|
2010 1st Quarter Report |
|
9 |
Financial
Highlights (Continued) |
|
|
|
Period from |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 1, 2009 |
|
Year Ended |
|
Year Ended |
|
Year Ended |
|
Year Ended |
|
Year Ended |
|
|
|
through |
|
November 30, |
|
November 30, |
|
November 30, |
|
November 30, |
|
November 30, |
|
|
|
February 28, 2010 |
|
2009 |
|
2008 |
|
2007 |
|
2006 |
|
2005 |
|
|
|
(Unaudited) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-term borrowings, end of
period (000’s) |
|
$ |
12,400 |
|
|
$ |
10,400 |
|
|
|
— |
|
|
$ |
38,050 |
|
|
$ |
32,450 |
|
|
|
— |
|
|
Long-term debt obligations, end of period (000’s) |
|
$ |
169,975 |
|
|
$ |
170,000 |
|
|
$ |
210,000 |
|
|
$ |
235,000 |
|
|
$ |
165,000 |
|
|
$ |
165,000 |
|
|
Preferred stock, end of period
(000’s) |
|
$ |
73,000 |
|
|
$ |
70,000 |
|
|
$ |
70,000 |
|
|
$ |
185,000 |
|
|
$ |
70,000 |
|
|
$ |
70,000 |
|
|
Per common share amount of long-term debt obligations
outstanding, |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
at end of period |
|
$ |
6.33 |
|
|
$ |
7.07 |
|
|
$ |
8.96 |
|
|
$ |
12.53 |
|
|
$ |
9.86 |
|
|
$ |
11.07 |
|
|
Per common share amount of net
assets, excluding long-term debt obligations, |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
at
end of period |
|
$ |
34.39 |
|
|
$ |
32.60 |
|
|
$ |
26.32 |
|
|
$ |
45.49 |
|
|
$ |
41.68 |
|
|
$ |
38.19 |
|
|
Asset coverage, per $1,000 of principal amount of long-term debt
obligations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
and short-term borrowings(11)(12) |
|
$ |
5,531 |
|
|
$ |
4,789 |
|
|
$ |
3,509 |
|
|
$ |
3,942 |
|
|
$ |
4,051 |
|
|
$ |
3,874 |
|
|
Asset coverage ratio of long-term
debt obligations and short-term borrowings(11)(12) |
|
|
553 |
% |
|
|
479 |
% |
|
|
351 |
% |
|
|
394 |
% |
|
|
405 |
% |
|
|
387 |
% |
|
Asset coverage, per $25,000 liquidation value per share |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
of auction preferred stock(12)(13) |
|
|
— |
|
|
$ |
86,262 |
|
|
$ |
64,099 |
|
|
$ |
58,752 |
|
|
$ |
74,769 |
|
|
$ |
68,008 |
|
|
Asset coverage, per $10 liquidation
value per share of mandatory |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
redeemable preferred stock(13) |
|
$ |
40 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Asset coverage ratio of preferred stock(12)(13) |
|
|
395 |
% |
|
|
345 |
% |
|
|
256 |
% |
|
|
235 |
% |
|
|
299 |
% |
|
|
272 |
% |
(1) |
Information presented relates to a
share of common stock outstanding for the entire
period. |
(2) |
Represents the dilution per common
share from underwriting and other offering costs for the year ended
November 30, 2008. Represents the effect of the issuance of preferred
stock for the year ended November 30, 2007. Represents the dilution per
common share from underwriting and other offering costs for the year ended
November 30, 2006. Represents the effect of the issuance of preferred
stock for the year ended November 30, 2005. |
(3) |
Represents the premium on the shelf
offerings of $0.26 per share, less the underwriting and offering costs of
$0.15 per share for the period from December 1, 2009 through February 28,
2010. Represents the premium on the shelf offerings of $0.05 per share,
less the underwriting and offering costs of $0.02 per share for the year
ended November 30, 2009. Represents the premium on the shelf offerings of
$0.34 per share, less the underwriting and offering costs of $0.25 per
share for the year ended November 30, 2008. Represents the premium on the
shelf offerings of $0.21 per share, less the underwriting and offering
costs of $0.13 per share for the year ended November 30, 2007. The amount
is less than $0.01 per share, and represents the premium on the secondary
offering of $0.14 per share, less the underwriting discounts and offering
costs of $0.14 per share for the year ended November 30,
2005. |
(4) |
The per common share data for the
years ended November 30, 2008, 2007, 2006, and 2005 do not reflect the
change in estimate of investment income and return of capital, for the
respective period. See Note 2C to the financial statements for further
disclosure. |
(5) |
The per common share data for the
year ended November 30, 2008 reflects the cumulative effect of adopting
ASC 740-10, which was a $1,165,009 increase to the beginning balance of
accumulated net investment loss, or $(0.06) per share. |
(6) |
Not annualized. Total investment
return is calculated assuming a purchase of common stock at the beginning
of the period and a sale at the closing price on the last day of the
period reported (excluding brokerage commissions). The calculation also
assumes reinvestment of distributions at actual prices pursuant to the
Company’s dividend reinvestment plan. |
(7) |
Annualized for periods less than
one full year. |
(8) |
The expense ratios and net
investment income (loss) ratios do not reflect the effect of distributions
to auction preferred stockholders. |
(9) |
For the period from December 1,
2009 through February 28, 2010, the Company accrued $23,069 for current
income tax expense and $44,955,587 for net deferred income tax expense.
For the year ended November 30, 2009, the Company accrued $230,529 for
current income tax benefit and $150,343,906 for net deferred income tax
expense. For the year ended November 30, 2008, the Company accrued
$260,089 for current income tax expense and $185,024,497 for deferred
income tax benefit. The Company accrued $42,516,321, $71,661,802, and
$24,659,420 for the years ended November 30, 2007, 2006, and 2005,
respectively, for current and deferred income tax
expense. |
(10) |
The ratio excludes the impact of
current and deferred income taxes. |
(11) |
Represents value of total assets
less all liabilities and indebtedness not represented by long-term debt
obligations, short-term borrowings and preferred stock at the end of the
period divided by long-term debt obligations and short-term borrowings
outstanding at the end of the period. |
(12) |
As of November 30, 2008, the
Company had restricted cash in the amount of $20,400,000 to be used to
redeem long-term debt obligations with a par value of $20,000,000, which
are excluded from these asset coverage calculations. |
(13) |
Represents value of total assets
less all liabilities and indebtedness not represented by long-term debt
obligations, short-term borrowings and preferred stock at the end of the
period divided by long-term debt obligations, short-term borrowings and
preferred stock outstanding at the end of the
period. |
See accompanying Notes to Financial
Statements.
|
|
|
|
|
|
10
|
|
Tortoise
Energy Infrastructure Corp.
|
|
|
|
Notes to
Financial Statements (Unaudited) February
28, 2010 |
1. Organization
Tortoise Energy
Infrastructure Corporation (the “Company”) was organized as a Maryland
corporation on October 29, 2003, and is a non-diversified, closed-end management
investment company under the Investment Company Act of 1940, as amended (the
“1940 Act”). The Company’s investment objective is to seek a high level of total
return with an emphasis on current distributions paid to stockholders. The
Company seeks to provide its stockholders with an efficient vehicle to invest in
the energy infrastructure sector. The Company commenced operations on February
27, 2004. The Company’s stock is listed on the New York Stock Exchange under the
symbol “TYG.”
2. Significant Accounting Policies
A. Use of Estimates
The preparation of
financial statements in conformity with U.S. generally accepted accounting
principles requires management to make estimates and assumptions that affect the
reported amount of assets and liabilities, recognition of distribution income
and disclosure of contingent assets and liabilities at the date of the financial
statements. Actual results could differ from those estimates.
B. Investment Valuation
The Company
primarily owns securities that are listed on a securities exchange or
over-the-counter market. The Company values those securities at their last sale
price on that exchange or over-the-counter market on the valuation date. If the
security is listed on more than one exchange, the Company uses the price from
the exchange that it considers to be the principal exchange on which the
security is traded. Securities listed on the NASDAQ will be valued at the NASDAQ
Official Closing Price, which may not necessarily represent the last sale price.
If there has been no sale on such exchange or over-the-counter market on such
day, the security will be valued at the mean between the last bid price and last
ask price on such day.
The Company may
invest up to 30 percent of its total assets in restricted securities. Restricted
securities are subject to statutory or contractual restrictions on their public
resale, which may make it more difficult to obtain a valuation and may limit the
Company’s ability to dispose of them. Investments in private placement
securities and other securities for which market quotations are not readily
available will be valued in good faith by using fair value procedures approved
by the Board of Directors. Such fair value procedures consider factors such as
discounts to publicly traded issues, time until conversion date, securities with
similar yields, quality, type of issue, coupon, duration and rating. If events
occur that affect the value of the Company’s portfolio securities before the net
asset value has been calculated (a “significant event”), the portfolio
securities so affected will generally be priced using fair value
procedures.
An equity security
of a publicly traded company acquired in a direct placement transaction may be
subject to restrictions on resale that can affect the security’s liquidity and
fair value. Such securities that are convertible into or otherwise will become
freely tradable will be valued based on the market value of the freely tradable
security less an applicable discount. Generally, the discount will initially be
equal to the discount at which the Company purchased the securities. To the
extent that such securities are convertible or otherwise become freely tradable
within a time frame that may be reasonably determined, an amortization schedule
may be used to determine the discount.
The Company
generally values debt securities at prices based on market quotations for such
securities, except those securities purchased with 60 days or less to maturity
are valued on the basis of amortized cost, which approximates market value.
C. Security Transactions and Investment
Income
Security
transactions are accounted for on the date the securities are purchased or sold
(trade date). Realized gains and losses are reported on an identified cost
basis. Interest income is recognized on the accrual basis, including
amortization of premiums and accretion of discounts. Dividend and distribution
income is recorded on the ex-dividend date. Distributions received from the
Company’s investments in master limited partnerships (“MLPs”) generally are
comprised of ordinary income, capital gains and return of capital from the MLPs.
The Company allocates distributions between investment income and return of
capital based on estimates made at the time such distributions are received.
Such estimates are based on historical information available from each MLP and
other industry sources. These estimates may subsequently be revised based on
actual allocations received from MLPs after their tax reporting periods are
concluded, as the actual character of these distributions is not known until
after the fiscal year end of the Company.
For the period from
December 1, 2009 through February 28, 2010, the Company estimated the allocation
of investment income and return of capital for the distributions received from
MLPs within the Statement of Operations. For this period, the Company has
estimated approximately 13 percent as investment income and approximately 87
percent as return of capital.
D. Distributions to Stockholders
Distributions to
common stockholders are recorded on the ex-dividend date. The Company may not
declare or pay distributions to its common stockholders if it does not meet
asset coverage ratios required under the 1940 Act or the rating agency
guidelines for its debt and preferred stock following such distribution. The
character of distributions to common stockholders made during the year may
differ from their ultimate characterization for federal income tax purposes. For
the year ended November 30, 2009 and the period ended February 28, 2010, the
Company’s distributions to common stockholders for book purposes were comprised
of 100 percent return of capital. For the year ended November 30, 2009, the
Company’s distributions for tax purposes were comprised of 100 percent return of
capital. The tax character of distributions paid to common stockholders in the
current year will be determined subsequent to November 30, 2010.
Distributions to
auction preferred stockholders were based on variable rates set at auctions,
normally held every 28 days unless a special rate period is designated.
Distributions to auction preferred stockholders were accrued on a daily basis
for the subsequent rate period at a rate determined on the auction date.
Distributions to auction preferred stockholders were payable on the first day
following the end of the rate period or the first day of the month if the rate
period was longer than one month. Distributions to mandatory redeemable
preferred (“MRP”) stockholders are paid on the first business day of each month
and are accrued daily based on a fixed annual rate of 6.25 percent. The Company
may not declare or pay distributions to its preferred stockholders if it does
not meet a 200 percent asset coverage ratio for its debt or the rating agency
basic maintenance amount for the debt following such distribution. The character
of distributions to preferred stockholders made during the year may differ from
their ultimate characterization for federal income tax purposes. For the year
ended November 30, 2009 and the period ended February 28, 2010, the Company’s
distributions to preferred stockholders for book purposes were comprised of 100
percent return of capital. For the year ended November 30, 2009, the Company’s
distributions for tax purposes were comprised of 100 percent return of capital.
The tax character of distributions paid to preferred stockholders for the
current year will be determined subsequent to November 30, 2010.
|
|
|
2010 1st Quarter Report |
|
11 |
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
(Continued)
E. Federal Income
Taxation
The Company, as a
corporation, is obligated to pay federal and state income tax on its taxable
income. Currently, the highest regular marginal federal income tax rate for a
corporation is 35 percent. The Company may be subject to a 20 percent federal
alternative minimum tax on its federal alternative minimum taxable income to the
extent that its alternative minimum tax exceeds its regular federal income
tax.
The Company invests
its assets primarily in MLPs, which generally are treated as partnerships for
federal income tax purposes. As a limited partner in the MLPs, the Company
reports its allocable share of the MLP’s taxable income in computing its own
taxable income. The Company’s tax expense or benefit is included in the
Statement of Operations based on the component of income or gains (losses) to
which such expense or benefit relates. Deferred income taxes reflect the net tax
effects of temporary differences between the carrying amounts of assets and
liabilities for financial reporting purposes and the amounts used for income tax
purposes. A valuation allowance is recognized if, based on the weight of
available evidence, it is more likely than not that some portion or all of the
deferred income tax asset will not be realized.
F. Organization Expenses, Offering and
Debt Issuance Costs
The Company was
responsible for paying all organizational expenses, which were expensed as
incurred. Offering costs related to the issuance of common and preferred stock
are charged to additional paid-in capital when the stock is issued. Offering
costs (excluding underwriter discounts and commissions) of $245,000 related to
the issuance of common stock in January 2010 were recorded to additional paid-in
capital during the period ended February 28, 2010. Debt issuance costs related
to long-term debt obligations and MRP Stock are capitalized and amortized over
the period the debt and MRP Stock is outstanding. The amounts of such
capitalized costs (excluding underwriter commissions) for the Series F Notes,
Series G Notes and MRP Stock issued in December 2009 were $47,480, $47,500 and
$305,440, respectively.
G. Derivative Financial
Instruments
The Company may use
derivative financial instruments (principally interest rate swap contracts) in
an attempt to manage interest rate risk. The Company has established policies
and procedures for risk assessment and the approval, reporting and monitoring of
derivative financial instrument activities. The Company does not hold or issue
derivative financial instruments for speculative purposes. All derivative
financial instruments are recorded at fair value with changes in fair value
during the reporting period, and amounts accrued under the agreements, included
as unrealized gains or losses in the accompanying Statement of Operations.
Monthly cash settlements under the terms of the derivative instruments and the
termination of such contracts are recorded as realized gains or losses in the
accompanying Statement of Operations. The Company did not hold any derivative
financial instruments during the period ended February 28, 2010.
H. Indemnifications
Under the Company’s
organizational documents, its officers and directors are indemnified against
certain liabilities arising out of the performance of their duties to the
Company. In addition, in the normal course of business, the Company may enter
into contracts that provide
general indemnification to other parties. The Company’s maximum exposure under
these arrangements is unknown, as this would involve future claims that may be
made against the Company that have not yet occurred, and may not occur. However,
the Company has not had prior claims or losses pursuant to these contracts and
expects the risk of loss to be remote.
I. Recent Accounting Pronouncement
Standard on Fair Value Measurement
On January 21,
2010, the Financial Accounting Standards Board (FASB) issued Accounting
Standards Update No. 2010-06, Improving Disclosures about Fair Value
Measurements, which
amends FASB Accounting Standards Codification Topic 820, Fair Value Measurements and Disclosures,
and requires
additional disclosures regarding fair value measurements. Specifically, the
amendment requires reporting entities to disclose (i) the input and valuation
techniques used to measure fair value for both recurring and nonrecurring fair
value measurements, for Level 2 or Level 3 positions, (ii) transfers between all
levels (including Level 1 and Level 2) will be required to be disclosed on a
gross basis (i.e. transfers out must be disclosed separately from transfers in)
as well as the reason(s) for the transfer, and (iii) purchases, sales,
issuances, and settlements must be shown on a gross basis in the Level 3
rollforward rather than as one net number. The effective date of the amendment
is for interim and annual periods beginning after December 15, 2009; however,
the requirement to provide the Level 3 activity for purchases, sales, issuances,
and settlements on a gross basis will be effective for interim and annual
periods beginning after December 15, 2010. At this time, the Company is
evaluating the impact of the amendment to the financial statements.
3. Concentration of Risk
Under normal
circumstances, the Company intends to invest at least 90 percent of its total
assets in securities of energy infrastructure companies, and to invest at least
70 percent of its total assets in equity securities of MLPs. The Company will
not invest more than 10 percent of its total assets in any single issuer as of
the time of purchase. The Company may invest up to 25 percent of its assets in
debt securities, which may include below investment grade securities. In
determining application of these policies, the term “total assets” includes
assets obtained through leverage. Companies that primarily invest in a
particular sector may experience greater volatility than companies investing in
a broad range of industry sectors. The Company may, for defensive purposes,
temporarily invest all or a significant portion of its assets in investment
grade securities, short-term debt securities and cash or cash equivalents. To
the extent the Company uses this strategy, it may not achieve its investment
objective.
4. Agreements
The Company has
entered into an Investment Advisory Agreement with Tortoise Capital Advisors,
L.L.C. (the “Adviser”). Under the terms of the agreement, the Company pays the
Adviser a fee equal to an annual rate of 0.95 percent of the Company’s average
monthly total assets (including any assets attributable to leverage and
excluding any net deferred tax asset) minus accrued liabilities (other than net
deferred tax liability, debt entered into for purposes of leverage and the
aggregate liquidation preference of outstanding preferred stock) (“Managed
Assets”), in exchange for the investment advisory services provided.
12
Tortoise Energy
Infrastructure Corp.
NOTES TO FINANCIAL STATEMENTS (Unaudited)
(Continued)
The Company has
engaged U.S. Bancorp Fund Services, LLC to serve as the Company’s administrator.
The Company pays the administrator a monthly fee computed at an annual rate of
0.04 percent of the first $1,000,000,000 of the Company’s Managed Assets, 0.03
percent on the next $1,000,000,000 of Managed Assets and 0.02 percent on the
balance of the Company’s Managed Assets.
Computershare Trust
Company, N.A. serves as the Company’s transfer agent, dividend paying agent, and
agent for the automatic dividend reinvestment and cash purchase plan.
U.S. Bank, N.A.
serves as the Company’s custodian. The Company pays the custodian a monthly fee
computed at an annual rate of 0.015 percent on the first $100,000,000 of the
Company’s portfolio assets and 0.01 percent on the balance of the Company’s
portfolio assets.
5. 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 February
28, 2010, are as follows:
Deferred tax assets: |
|
|
|
Net operating loss carryforwards |
|
$ |
17,463,865 |
Capital
loss carryforwards |
|
|
25,437,557 |
Alternative minimum tax credit
carryforward |
|
|
327,228 |
|
|
|
43,228,650 |
Deferred tax liabilities: |
|
|
|
Basis
reduction of investment in MLPs |
|
|
43,697,938 |
Net unrealized gains on investment
securities |
|
|
177,942,345 |
|
|
|
221,640,283 |
Total net
deferred tax liability |
|
$ |
178,411,633 |
|
At February 28,
2010, a valuation allowance on deferred tax assets was not deemed necessary
because the Company believes it is more likely than not that there is an ability
to realize its deferred tax assets based on the Company’s estimates of the
timing of the reversal of deferred tax liabilities. Any adjustments to such
estimates will be made in the period such determination is made. The Company’s
policy is to record interest and penalties on uncertain tax positions as part of
tax expense. As of February 28, 2010, the Company had no uncertain tax positions
and no penalties and interest were accrued. All tax years remain open to
examination by federal and state tax authorities.
Total income tax
expense differs from the amount computed by applying the federal statutory
income tax rate of 35 percent to net investment loss and realized and unrealized
gains for the period ended February 28, 2010, as follows:
Application of statutory income tax
rate |
|
$ |
41,096,526 |
State income taxes, net of federal tax benefit |
|
|
3,475,592 |
Foreign tax expense, net of federal
tax benefit |
|
|
14,312 |
Other |
|
|
392,226 |
Total income
tax expense |
|
$ |
44,978,656 |
|
Total income taxes
are computed by applying the federal statutory rate plus a blended state income
tax rate.
For the period from
December 1, 2009 through February 28, 2010, the components of income tax expense
include current foreign tax expense (for which the federal tax benefit is
reflected in deferred tax expense) of $23,069 and deferred federal and state
income tax expense (net of federal tax benefit) of $41,450,093 and $3,505,494,
respectively.
As of November 30,
2009, the Company had a net operating loss for federal income tax purposes of
approximately $35,688,000. The net operating loss may be carried forward for 20
years. If not utilized, this net operating loss will expire as follows:
$7,710,000, $22,275,000, $1,067,000 and $4,636,000 in the years ending November
30, 2025, 2026, 2027 and 2028, respectively. As of November 30, 2009, the
Company had a capital loss carryforward of approximately $69,200,000, which may
be carried forward 5 years. If not utilized, this capital loss will expire as
follows: $42,900,000 and $26,300,000 in the years ending November 30, 2013 and
2014, respectively. The amount of deferred tax for these items at February 28,
2010 also includes amounts for the period from December 1, 2009 through February
28, 2010. For corporations, capital losses can only be used to offset capital
gains and cannot be used to offset ordinary income. As of November 30, 2009, an
alternative minimum tax credit of $327,228 was available, which may be credited
in the future against regular income tax. This credit may be carried forward
indefinitely.
As of February 28,
2010, the aggregate cost of securities for federal income tax purposes was
$619,543,565. The aggregate gross unrealized appreciation for all securities in
which there was an excess of fair value over tax cost was $587,612,664, the
aggregate gross unrealized depreciation for all securities in which there was an
excess of tax cost over fair value was $3,880,665 and the net unrealized
appreciation was $583,731,999.
6. Fair Value of Financial
Instruments
Various inputs are
used in determining the value of the Company’s investments. These inputs are
summarized in the three broad levels listed below:
Level 1 —
|
|
quoted prices
in active markets for identical investments
|
|
|
|
Level 2 —
|
|
other
significant observable inputs (including quoted prices for similar
investments, market corroborated inputs, etc.)
|
|
|
|
Level 3 —
|
|
significant
unobservable inputs (including the Company’s own assumptions in
determining the fair value of
investments)
|
The inputs or
methodology used for valuing securities are not necessarily an indication of the
risk associated with investing in those securities.
2010 1st Quarter
Report 13
NOTES TO FINANCIAL STATEMENTS (Unaudited)
(Continued)
The following table
provides the fair value measurements of applicable Company assets by level
within the fair value hierarchy as of February 28, 2010. These assets are
measured on a recurring basis.
|
|
|
Fair Value Measurements at Reporting
Date Using |
|
|
|
|
|
|
|
Quoted Prices in |
|
|
|
|
|
|
Significant |
|
|
|
|
|
|
|
Active Markets for |
|
Significant Other |
|
Unobservable |
|
|
Fair Value at |
|
Identical Assets |
|
Observable Inputs |
|
Inputs |
Description |
|
February 28, 2010 |
|
(Level 1) |
|
(Level 2) |
|
(Level 3) |
Equity Securities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Master Limited
Partnerships |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
and Related Companies(a) |
|
|
$ |
1,203,260,790 |
|
|
|
$ |
1,203,260,790 |
|
|
|
$ |
— |
|
|
$ |
— |
Total Equity Securities |
|
|
|
1,203,260,790 |
|
|
|
|
1,203,260,790 |
|
|
|
|
— |
|
|
|
— |
Other: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-Term Investment(b) |
|
|
|
14,774 |
|
|
|
|
14,774 |
|
|
|
|
— |
|
|
|
— |
Total Other |
|
|
|
14,774 |
|
|
|
|
14,774 |
|
|
|
|
— |
|
|
|
— |
Total |
|
|
$ |
1,203,275,564 |
|
|
|
$ |
1,203,275,564 |
|
|
|
$ |
— |
|
|
$ |
— |
|
(a) |
|
All other industry classifications
are identified in the Schedule of Investments. |
(b) |
|
Short-term investment is a sweep
investment for cash balances in the Company at February 28,
2010. |
The changes for all
Level 3 assets measured at fair value on a recurring basis using significant
unobservable inputs for the period ended February 28, 2010, are as
follows:
|
|
For the period
ended |
|
|
February 28,
2010 |
Fair value beginning
balance |
|
|
$ |
5,594,789 |
|
|
Total unrealized gains included in net increase in net assets
applicable |
|
|
|
|
|
|
to common
stockholders |
|
|
|
— |
|
|
Net purchases, issuances and
settlements |
|
|
|
— |
|
|
Return of capital adjustments impacting cost basis of
security |
|
|
|
— |
|
|
Transfers out of Level 3 |
|
|
|
(5,594,789 |
) |
|
Fair value ending
balance |
|
|
$ |
— |
|
|
|
The Company
utilizes the beginning of reporting period method for determining transfers into
or out of Level 3. Accordingly, this method is the basis for presenting the
rollforward in the preceding table. Under this method, the fair value of the
asset at the beginning of the period will be disclosed as a transfer into or out
of Level 3, gains or losses for an asset that transfers into Level 3 during the
period will be included in the reconciliation, and gains or losses for an asset
that transfers out of Level 3 will be excluded from the
reconciliation.
For the period
ended February 28, 2010, Copano Energy, L.L.C. Class D Common Units transferred
out of Level 3 when they converted into unrestricted common units of Copano
Energy, L.L.C.
Valuation Techniques
In general, and
where applicable, the Company uses readily available market quotations based
upon the last updated sales price from the principal market to determine fair
value. This pricing methodology applies to the Company’s Level 1 investments.
An equity security
of a publicly traded company acquired in a private placement transaction without
registration under the Securities Act of 1933, as amended (the “1933 Act”), is
subject to restrictions on resale that can affect the security’s fair value. If
such a security is convertible into publicly-traded common shares, the security
generally will be valued at the common share market price adjusted by a
percentage discount due to the restrictions. If the security has characteristics
that are dissimilar to the class of security that trades on the open market, the
security will generally be valued and categorized as Level 3 in the fair value
hierarchy.
7. Investment
Transactions
For the period from
December 1, 2009 through February 28, 2010, the Company purchased (at cost) and
sold securities (proceeds received) in the amount of $111,807,666 and
$12,804,112 (excluding short-term debt securities), respectively.
8. Long-Term Debt
Obligations
The Company has
$169,975,000 aggregate principal amount of private senior notes, Series E,
Series F, and Series G, (collectively, the “Notes”) outstanding. The Notes are
unsecured obligations of the Company and, upon liquidation, dissolution or
winding up of the Company, will rank: (1) senior to all of the Company’s
outstanding preferred shares; (2) senior to all of the Company’s outstanding
common shares; (3) on parity with any unsecured creditors of the Company and any
unsecured senior securities representing indebtedness of the Company and (4)
junior to any secured creditors of the Company.
The Notes are
redeemable in certain circumstances at the option of the Company. The Notes are
also subject to a mandatory redemption if the Company fails to meet asset
coverage ratios required under the 1940 Act or the rating agency guidelines if
such failure is not waived or cured. At February 28, 2010, the Company was in
compliance with asset coverage covenants and basic maintenance covenants for its
senior notes.
On December 21,
2009, the Company fully redeemed its Series A Notes in the amount of
$60,000,000. The weighted-average interest rate for the period from December 1,
2009 through December 21, 2009 (date of redemption) was 6.75 percent. The
unamortized balance of commissions that were paid to the agent at the beginning
of the special rate period was expensed in the amount of $129,918 and is
included in other leverage expenses in the accompanying Statement of Operations.
The unamortized balance of allocated capital costs was expensed and resulted in
a loss on early redemption in the amount of $706,819, which is included in
amortization of debt issuance costs in the accompanying Statement of
Operations.
Estimated fair
values of the Notes were calculated, for disclosure purposes, using the spread
between the AAA corporate finance debt rate and the U.S. Treasury rate with an
equivalent maturity date plus the average spread between the fixed rates of the
Notes and the AAA corporate finance debt rate. At February 28, 2010, the total
spread was applied to the equivalent U.S. Treasury rate for the series and
future cash flows were
14
Tortoise Energy
Infrastructure Corp.
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
(Continued)
discounted to
determine the estimated fair value. The following table shows the issue date,
maturity date, notional/carrying amount, estimated fair value and fixed rate for
each series of Notes outstanding at February 28, 2010.
|
|
|
|
|
|
Notional/ |
|
|
|
|
|
|
|
|
Issue |
|
Maturity |
|
Carrying |
|
Estimated |
|
Fixed |
Series |
|
Date |
|
Date |
|
Amount |
|
Fair Value |
|
Rate |
Series E |
|
April 10, 2008 |
|
April 10, 2015 |
|
$ |
110,000,000 |
|
$ |
119,815,157 |
|
6.11 |
% |
Series F |
|
December 21, 2009 |
|
December 21, 2012 |
|
|
29,975,000 |
|
|
31,112,852 |
|
4.50 |
% |
Series G |
|
December 21, 2009 |
|
December 21, 2016 |
|
|
30,000,000 |
|
|
31,371,528 |
|
5.85 |
% |
|
|
|
|
|
|
$ |
169,975,000 |
|
$ |
182,299,537 |
|
|
|
|
9. Preferred Stock
The Company has
10,000,000 shares of preferred stock authorized. Of that amount, the Company has
7,475,000 authorized shares of Mandatory Redeemable Preferred (“MRP”) Stock and
7,300,000 shares are outstanding at February 28, 2010. The MRP Stock has a
liquidation value of $10.00 per share plus any accumulated but unpaid
distributions, whether or not declared, and is mandatorily redeemable on
December 31, 2019. The Company issued 6,500,000 and 800,000 shares of MRP Stock
on December 14, 2009 and December 21, 2009, respectively. The MRP Stock pays
cash distributions on the first business day of each month at an annual rate of
6.25 percent. The shares of MRP Stock trade on the NYSE under the symbol “TYG Pr
A.”
The MRP Stock has
rights determined by the Board of Directors. Except as otherwise indicated in
the Company’s Charter or Bylaws, or as otherwise required by law, the holders of
MRP Stock have voting rights equal to the holders of common stock (one vote per
MRP share) and will vote together with the holders of shares of common stock as
a single class except on matters affecting only the holders of preferred stock
or the holders of common stock. The 1940 Act requires that the holders of any
preferred stock (including MRP Stock), voting separately as a single class, have
the right to elect at least two directors at all times.
At February 28,
2010, the estimated fair value of the MRP Stock is based on the closing market
price of $10.54 per share. The following table shows the mandatory redemption
date, number of shares outstanding, aggregate liquidation preference, estimated
fair value and the fixed rate as of February 28, 2010.
|
|
Mandatory |
|
|
|
Aggregate |
|
|
|
|
|
|
|
|
Redemption |
|
Shares |
|
Liquidation |
|
Estimated |
|
Fixed |
Series |
|
Date |
|
Outstanding |
|
Preference |
|
Fair Value |
|
Rate |
MRP Stock |
|
December 31, 2019 |
|
7,300,000 |
|
$ |
73,000,000 |
|
$ |
76,942,000 |
|
6.25 |
% |
The MRP Stock is
redeemable in certain circumstances at the option of the Company. Under the
Investment Company Act of 1940, the Company may not declare dividends or make
other distributions on shares of common stock or purchases of such shares if, at
the time of the declaration, distribution or purchase, asset coverage with
respect to the outstanding MRP Stock would be less than 200 percent. The MRP
Stock is also subject to a mandatory redemption if the Company fails to meet an
asset coverage ratio of at least 225 percent as determined in accordance with
the 1940 Act or a rating agency basic maintenance amount if such failure is not
waived or cured. At February 28, 2010, the Company was in compliance with asset
coverage covenants and basic maintenance covenants for its MRP
Stock.
At November 30,
2009, the Company had 1,400 shares of Auction Preferred I Stock and 1,400 shares
of Auction Preferred II Stock outstanding with a total liquidation value of
$70,000,000. On December 21, 2009, the Company fully redeemed Auction Preferred
I Stock at liquidation value in the amount of $35,000,000 and Auction Preferred
II Stock at liquidation value in the amount of $35,000,000. The weighted-average
rate for the period from December 1, 2009 through December 21, 2009 (date of
redemptions) was 6.25 percent for the Auction Preferred I Stock and 6.25 percent
for the Auction Preferred II Stock.
10. Credit Facility
The Company has a
revolving loan commitment amount of $70,000,000 that matures on June 20, 2010.
U.S. Bank, N.A. serves as a lender and the lending syndicate agent on behalf of
other lenders participating in the credit facility. Outstanding balances on the
credit facility accrue interest at a variable annual rate equal to one-month
LIBOR plus 2.00 percent and unused portions of the credit facility accrue a
non-usage fee equal to an annual rate of 0.25 percent.
The average
principal balance and interest rate for the period during which the credit
facility was utilized during the period ended February 28, 2010 was
approximately $16,000,000 and 2.23 percent, respectively. At February 28, 2010,
the principal balance outstanding was $12,400,000 at an interest rate of 2.23
percent.
Under the terms of
the credit facility, the Company must maintain asset coverage required under the
1940 Act. If the Company fails to maintain the required coverage, it may be
required to repay a portion of an outstanding balance until the coverage
requirement has been met. At February 28, 2010, the Company was in compliance
with the terms of the credit facility.
11. Common Stock
The Company has
100,000,000 shares of capital stock authorized and 26,845,987 shares outstanding
at February 28, 2010. Transactions in common stock for the period ended February
28, 2010, were as follows:
Shares at November 30,
2009 |
|
24,037,087 |
Shares sold through shelf offerings |
|
2,808,900 |
Shares at
February 28, 2010 |
|
26,845,987 |
|
12. Subsequent Events
The Company has
performed an evaluation of subsequent events through April 15, 2010, which is
the date the financial statements were issued.
On March 1, 2010,
the Company paid a distribution in the amount of $0.54 per common share, for a
total of $14,496,833. Of this total, the dividend reinvestment amounted to
$2,087,389.
2010 1st Quarter
Report 15
ADDITIONAL INFORMATION (Unaudited)
Director and Officer
Compensation
The Company does
not compensate any of its directors who are “interested persons,” as defined in
Section 2(a)(19) of the 1940 Act, nor any of its officers. For the period ended
February 28, 2010, the aggregate compensation paid by the Company to the
independent directors was $35,250. The Company did not pay any special
compensation to any of its directors or officers.
Forward-Looking
Statements
This report
contains “forward-looking statements” within the meaning of the Securities Act
of 1933 and the Securities Exchange Act of 1934. By their nature, all
forward-looking statements involve risks and uncertainties, and actual results
could differ materially from those contemplated by the forward-looking
statements. Several factors that could materially affect the Company’s actual
results are the performance of the portfolio of investments held by it, the
conditions in the U.S. and international financial, petroleum and other markets,
the price at which shares of the Company will trade in the public markets and
other factors discussed in filings with the SEC.
Proxy Voting Policies
A description of
the policies and procedures that the Company uses to determine how to vote
proxies relating to portfolio securities owned by the Company and information
regarding how the Company voted proxies relating to the portfolio of securities
during the 12-month period ended June 30, 2009 are available to stockholders (i)
without charge, upon request by calling the Company at (913) 981-1020 or
toll-free at (866) 362-9331 and on the Company’s Web site at
www.tortoiseadvisors.com; and (ii) on the SEC’s Web site at
www.sec.gov.
Form N-Q
The Company files
its complete schedule of portfolio holdings for the first and third quarters of
each fiscal year with the SEC on Form N-Q. The Company’s Form N-Q is available
without charge upon request by calling the Company at (866) 362-9331 or by
visiting the SEC’s Web site at www.sec.gov. In addition, you may review and copy
the Company’s Form N-Q at the SEC’s Public Reference Room in Washington D.C. You
may obtain information on the operation of the Public Reference Room by calling
(800) SEC-0330.
The Company’s Form
N-Qs are also available on the Company’s Web site at
www.tortoiseadvisors.com.
Statement of Additional
Information
The Statement of
Additional Information (“SAI”) includes additional information about the
Company’s directors and is available upon request without charge by calling the
Company at (866) 362-9331 or by visiting the SEC’s Web site at
www.sec.gov.
Certifications
The Company’s Chief
Executive Officer has submitted to the New York Stock Exchange in 2009 the
annual CEO certification as required by Section 303A.12(a) of the NYSE Listed
Company Manual.
The Company has
filed with the SEC, as an exhibit to its most recently filed Form N-CSR, the
certification of its Chief Executive Officer and Chief Financial Officer
required by Section 302 of the Sarbanes-Oxley Act.
Privacy Policy
In order to conduct
its business, the Company collects and maintains certain nonpublic personal
information about its stockholders of record with respect to their transactions
in shares of the Company’s securities. This information includes the
stockholder’s address, tax identification or Social Security number, share
balances, and distribution elections. We do not collect or maintain personal
information about stockholders whose share balances of our securities are held
in “street name” by a financial institution such as a bank or
broker.
We do not disclose
any nonpublic personal information about you, the Company’s other stockholders
or the Company’s former stockholders to third parties unless necessary to
process a transaction, service an account, or as otherwise permitted by
law.
To protect your
personal information internally, we restrict access to nonpublic personal
information about the Company’s stockholders to those employees who need to know
that information to provide services to our stockholders. We also maintain
certain other safeguards to protect your nonpublic personal
information.
16
Tortoise Energy
Infrastructure Corp.
Office of the
Company |
ADMINISTRATOR |
and of the Investment
Adviser |
U.S. Bancorp Fund Services, LLC |
Tortoise Capital Advisors, L.L.C. |
615 East Michigan St. |
11550 Ash Street, Suite 300 |
Milwaukee, Wis. 53202 |
Leawood, Kan. 66211 |
|
(913) 981-1020 |
CUSTODIAN |
(913) 981-1021 (fax) |
U.S. Bank, N.A. |
www.tortoiseadvisors.com |
1555 North Rivercenter Drive, Suite 302 |
|
Milwaukee, Wis. 53212 |
Managing Directors
of |
|
Tortoise Capital Advisors,
L.L.C. |
TRANSFER, DIVIDEND
DISBURSING |
H. Kevin Birzer |
AND DIVIDEND REINVESTMENT
AND |
Zachary A. Hamel |
CASH PURCHASE PLAN
AGENT |
Kenneth P. Malvey |
Computershare Trust Company, N.A. |
Terry Matlack |
P.O. Box 43078 |
David J. Schulte |
Providence, R.I. 02940-3078 |
|
(888) 728-8784 |
Board of Directors
of |
(312) 588-4990 |
Tortoise Energy Infrastructure
Corp. |
www.computershare.com |
|
|
H. Kevin Birzer,
Chairman |
|
Tortoise Capital Advisors, L.L.C. |
LEGAL COUNSEL |
|
Husch Blackwell Sanders LLP |
Conrad S.
Ciccotello |
4801 Main St. |
Independent |
Kansas City, Mo. 64112 |
|
|
John R. Graham |
|
Independent |
INVESTOR
RELATIONS |
|
(866) 362-9331 |
Charles E. Heath |
info@tortoiseadvisors.com |
Independent |
|
|
STOCK SYMBOL |
|
Listed NYSE Symbol: TYG |
|
|
This report is for stockholder information. This is not a
prospectus intended for use in the purchase or sale of fund shares. Past performance is no
guarantee of future results and your investment may be worth more or less
at the time you
sell. |
Tortoise
Capital Advisors’ Public Investment Companies |
|
|
|
|
Total
Assets |
|
Ticker/ |
Primary
Target |
Investor |
as of
3/31/10 |
Name |
Inception
Date |
Investments |
Suitability |
($ in
millions) |
|
|
|
|
|
Tortoise Energy Infrastructure Corp. |
TYG |
U.S. Energy
Infrastructure |
Retirement Accounts |
$1,244 |
|
Feb. 2004 |
|
Pension Plans |
|
|
|
|
Taxable Accounts |
|
|
|
|
|
|
|
|
|
|
|
Tortoise Energy
Capital Corp. |
TYY |
U.S. Energy
Infrastructure |
Retirement Accounts |
$658 |
|
May 2005 |
|
Pension Plans |
|
|
|
|
Taxable Accounts |
|
|
|
|
|
|
|
|
|
|
|
Tortoise North American Energy Corp. |
TYN |
U.S. Energy
Infrastructure |
Retirement Accounts |
$166 |
|
Oct. 2005 |
|
Pension Plans |
|
|
|
|
Taxable Accounts |
|
|
|
|
|
|
|
|
|
|
|
Tortoise Capital
Resources Corp. |
TTO |
U.S. Energy
Infrastructure |
Retirement Accounts |
$89 |
|
Dec. 2005 |
Private and Micro Cap |
Pension Plans |
(as of
2/28/10) |
|
(Feb. 2007 – IPO) |
Public Companies |
Taxable Accounts |
|
|
|
|
|
|
|
|
|
|
|
Tortoise Power and Energy |
TPZ |
U.S. Power and Energy
Investment |
Retirement Accounts |
$187 |
Infrastructure Fund, Inc. |
July 2009 |
Grade Debt and
Dividend-Paying |
Pension Plans |
|
|
|
Equity Securities |
Taxable Accounts |
|
|
|
|
|
|