UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF
REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number
811-22585
Tortoise Pipeline & Energy
Fund, Inc.
(Exact name of registrant as specified in charter)
11550 Ash Street, Suite 300,
Leawood, KS 66211
(Address of
principal executive offices) (Zip code)
Terry
Matlack
Diane Bono
11550 Ash Street, Suite 300,
Leawood, KS 66211
(Name and address of
agent for service)
913-981-1020
Registrant's telephone number, including
area code
Date of fiscal year end: November 30
Date of reporting period: May 31, 2015
Item 1. Reports to Stockholders.
Quarterly Report | May 31, 2015
2015 2nd Quarter
Report
Closed-End Funds
Tortoise Capital
Advisors
2015 2nd Quarter Report to
Stockholders
This combined report provides you with a comprehensive review of our funds that span the entire energy value chain.
Tortoise Capital Advisors is one of the largest managers of energy investments, including closed-end funds, open-end funds, private funds and separate accounts.
Table of contents
Letter to Stockholders | 2 | TTP: Fund Focus | 13 |
NDP: Fund Focus | 4 | TPZ: Fund Focus | 16 |
TYG: Fund Focus | 7 | Financial Statements | 19 |
NTG: Fund Focus | 10 | Notes to Financial Statements | 48 |
TTP and TPZ distribution policies
Tortoise Pipeline & Energy Fund, Inc. (TTP) and Tortoise Power and Energy Infrastructure Fund, Inc. (TPZ) are relying on exemptive relief permitting them to make long-term capital gain distributions throughout the year. Each of TTP and TPZ, with approval of its Board of Directors (the Board), has adopted a distribution policy (the Policy) with the purpose of distributing over the course of each year, through periodic distributions as nearly equal as practicable and any required special distributions, an amount closely approximating the total taxable income of TTP and TPZ during such year and, if so determined by the Board, all or a portion of the return of capital paid by portfolio companies to TTP and TPZ during such year. In accordance with its Policy, TTP distributes a fixed amount per common share, currently $0.45, each quarter to its common shareholders and TPZ distributes a fixed amount per common share, currently $0.1375, each month to its common shareholders. These amounts are subject to change from time to time at the discretion of the Board. Although the level of distributions is independent of TTPs and TPZs performance, TTP and TPZ expect such distributions to correlate with its performance over time. Each quarterly and monthly distribution to shareholders is expected to be at the fixed amount established by the Board, except for extraordinary distributions in light of TTPs and TPZs performance for the entire calendar year and to enable TTP and TPZ to comply with the distribution requirements imposed by the Internal Revenue Code. The Board may amend, suspend or terminate the Policy without prior notice to shareholders if it deems such action to be in the best interests of TTP, TPZ and their respective shareholders. For example, the Board might take such action if the Policy had the effect of shrinking TTPs or TPZs assets to a level that was determined to be detrimental to TTP or TPZ shareholders. The suspension or termination of the Policy could have the effect of creating a trading discount (if TTPs or TPZs stock is trading at or above net asset value), widening an existing trading discount, or decreasing an existing premium. You should not draw any conclusions about TTPs or TPZs investment performance from the amount of the distribution or from the terms of TTPs or TPZs distribution policy. TTP estimates that it has distributed more than its income and net realized capital gains; therefore, a portion of your distribution may be a return of capital. A return of capital may occur, for example, when some or all of the money that you invested in TTP is paid back to you. A return of capital distribution does not necessarily reflect TTPs investment performance and should not be confused with yield or income. The amounts and sources of distributions reported are only estimates and are not being provided for tax reporting purposes. The actual amounts and sources of the amounts for tax reporting purposes will depend upon TTPs and TPZs investment experience during the remainder of their fiscal year and may be subject to changes based on tax regulations. TTP and TPZ will send you a Form 1099-DIV for the calendar year that will tell you how to report these distributions for federal income tax purposes.
Tortoise Capital Advisors
2015 2nd Quarter
Report | May 31, 2015
Closed-end fund comparison | ||||||||||||
Name/Ticker | Primary focus |
Structure | Total assets ($ millions)1 |
Portfolio mix by asset type2 |
Portfolio mix by structure2 | |||||||
Tortoise Energy |
North |
Regulated investment company |
$357 |
|||||||||
Tortoise Energy |
Midstream MLPs |
C-corp |
$3,801 |
|||||||||
Tortoise MLP |
Natural gas infrastructure MLPs |
C-corp |
$1,932 |
|||||||||
Tortoise Pipeline |
North American pipeline companies |
Regulated investment company |
$396 |
|||||||||
Tortoise Power and |
Power & energy infrastructure companies (Fixed income & equity) |
Regulated investment company |
$242 |
1 As of 6/30/2015
2
As of 5/31/2015
Tortoise Capital Advisors | 1 |
Tortoise Capital
Advisors
Second quarter 2015 report to closed-end
fund stockholders
Dear fellow stockholders,
The broad energy sector seemed to find more balance during the second fiscal quarter ending May 31, 2015. The S&P Select Sector Energy® Index was essentially flat for the three- and six-month periods, returning -0.1% and -0.4%, respectively. Oil prices moved higher during the quarter, appearing to stabilize in May.
The second fiscal quarter started on an upbeat note for the broader market, with better-than-expected first quarter earnings reports and economic data showing strength in new home construction, improving employment and marginal economic growth. Though it ended essentially flat with equities performing slightly better than fixed-income securities, as the S&P 500® Index posted a 0.6% return and the Barclays U.S. Aggregate Bond Index, posted a -0.1% return.
Upstream
Upstream oil and gas producers, as represented by the Tortoise North American Oil & Gas Producers IndexSM, returned -4.2% for the fiscal year-to-date, compared to -0.3% for the second fiscal quarter, reflecting what appears to be an improving environment in this segment of the energy value chain. Crude oil prices were less volatile in the second fiscal quarter than the first, opening the fiscal quarter at $49.76 per barrel, dropping to a quarter low of $43.46 on March 17, peaking at $60.93 on May 6, then closing the quarter at $60.30. With the Organization of Petroleum Exporting Countries (OPEC) expected to continue to produce at least its 30 million barrels per day (MMbbl/d) quota in order to maintain market share a plan the organization confirmed at its June 5 meeting in Vienna U.S. oil producers have reined in spending, reduced headcounts and idled rigs. However, production continues to benefit from improved efficiencies, and current U.S. production is at its highest level since the early 1970s, averaging 9.6 MMbbl/d in May.1 It is expected that production generally will decline during the second half of 2015 and into 2016 before resuming growth.
Natural gas rigs also declined during the fiscal quarter.2 Nonetheless, production and inventories remain robust, which we think should keep prices at relatively low levels throughout the remainder of 2015. Increasingly efficient drilling likely will support growing production despite low natural gas prices. The bulk of growth is expected to come from the Marcellus, as uncompleted wells are finished and new infrastructure comes online to deliver gas to markets in the Northeast and the Gulf Coast. U.S. natural gas net imports decreased 9% in 2014, continuing an eight-year downward trajectory, with net natural gas imports (imports minus exports) reaching the lowest level since 1987.1
For the week ending May 29, storage levels surpassed the five-year (2010-2014) level. The weeks injection of 132 billion cubic feet was the largest net injection in more than a decade.1 Natural gas prices opened the fiscal quarter at $2.75 per million thermal units (MMBtu) and peaked at $3.27 MMBtu on March 5 as colder weather ravaged |much of the nation, particularly the East Coast. Prices hit their low for the period at $2.48 on April 27 and then closed the fiscal quarter at $2.64 per MMBtu.
Midstream
Following a somewhat challenging first fiscal quarter, master limited partnerships (MLPs), as represented by the Tortoise MLP Index® posted a -0.3% return for the second fiscal quarter and -4.8% for fiscal year-to-date through May 31, 2015. Midstream MLPs dramatically outperformed upstream MLPs for the fiscal year to date, as investors continued to demonstrate their preference for midstream MLPs, which generally have less direct commodity price risk than their upstream counterparts.
Broader pipeline companies fared better than MLPs (which includes companies across the energy value chain) during the second fiscal quarter, as evidenced by the 1.1% return posted by the Tortoise North American Pipeline IndexSM. Even as rig counts have come down dramatically, North American production has continued to be strong, underscoring the sustained need for greater pipeline takeaway capacity. Investment within the segment remains strong, with new midstream projects placed in service during the second quarter and additional projects scheduled to commence later in 2015 and into 2016. Our projection for capital investment in MLP, pipeline and related organic growth projects from 2015 through 2017 remains strong at approximately $160 billion.
Downstream
Low oil prices have benefited refineries, reducing their costs and increasing demand for refined products, such as gasoline and diesel fuel. Meanwhile, continued strong natural gas production is supporting the rapid expansion of petrochemical companies that use natural gas as a feedstock to make many household products. Over the last three years the Environmental Protection Agency and state agencies have issued draft or final permits to build or expand more than 100 oil, gas or chemical facilities along the Gulf Coast, with a dozen more applications pending.³ Inexpensive, abundant natural gas also is driving new construction of fertilizer plants in various sections of the country.
(unaudited) 2 |
Tortoise Capital Advisors |
2015 2nd Quarter Report | May 31, 2015
Capital markets
Capital markets remained supportive during the period, continuing to demonstrate their confidence in companies across the energy value chain. Total E&P capital raised was nearly $21 billion, with nearly $9 billion of that in equity. Capital markets also remained supportive for MLPs, which raised approximately $7 billion in equity and more than $11 billion in debt. Other pipeline companies added approximately $1.5 billion each in both debt and equity offerings. Power companies in the downstream segment raised more than $17 billion total capital for the fiscal quarter.
There were three MLP initial public offerings (IPOs) (including a supplier of wood pellets used for power generation; one of the largest owners of oil and gas mineral interests in the U.S.; and an owner of natural gas pipelines) and one C-corporation pipeline IPO during the second fiscal quarter, together totaling approximately $2.4 billion. Merger and acquisition activity was also healthy during the second fiscal quarter, although less robust than in the first fiscal quarter, with MLP and pipeline transactions totaling approximately $25 billion.
Concluding thoughts
Despite some current headwinds, we continue to believe the North American energy sector presents long-term investment opportunities. It appears that oil prices have somewhat stabilized as compared to the volatility experienced earlier in the year, and we believe the second half of 2015 will bring a more balanced supply/demand equation, supporting higher crude oil prices over time.
Sincerely,
The Managing Directors at
Tortoise
Capital Advisors, L.L.C.
The Tortoise North American Oil & Gas Producers IndexSM is a float-adjusted, capitalization weighted index of North American energy companies engaged primarily in the production of crude oil, condensate, natural gas or natural gas liquids (NGLs). The S&P 500® index is an unmanaged market-value-weighted index of stocks, which is widely regarded as the standard for measuring large-cap U.S. stock market performance. The Tortoise North American Pipeline IndexSM is a float-adjusted, capitalization-weighted index of energy pipeline companies domiciled in the United States and Canada.
The Tortoise MLP Index® is a float-adjusted, capitalization-weighted index of energy master limited partnerships (MLPs). The Tortoise Midstream MLP Index®, a sub-index of the Tortoise MLP Index®, is comprised of all constituents included in the following sub sectors: Crude Oil Pipelines, Gathering & Processing, Natural Gas Pipelines and Refined Products Pipelines. The Tortoise Upstream IndexSM is comprised of all constituents included in the Tortoise MLP Indexs Coal and Oil & Gas Productions sub sector indices.
The indices are the exclusive property of Tortoise Index Solutions, LLC, which has contracted with S&P Opco, LLC (a subsidiary of S&P Dow Jones Indices LLC) (S&P Dow Jones Indices) to calculate and maintain the Tortoise MLP Index®, Tortoise North American Pipeline IndexSM and Tortoise North American Oil and Gas Producers IndexSM. S&P® is a registered trademark of Standard & Poors Financial Services LLC (SPFS); Dow Jones® is a registered trademark of Dow Jones Trademark Holdings LLC (Dow Jones); and, these trademarks have been licensed to S&P Dow Jones Indices. Calculated by S&P Dow Jones Indices and its related stylized mark(s) have been licensed for use by Tortoise Index Solutions, LLC and its affiliates. Neither S&P Dow Jones Indices, SPFS, Dow Jones nor any of their affiliates sponsor and promote the Index and none shall be liable for any errors or omissions in calculating the Index.
It is not possible to invest directly in an index.
Performance data quoted represents past performance: past performance does not guarantee future results. Like any other stock, total return and market value will fluctuate so that an investment, when sold, may be worth more or less than its original cost.
1 | Energy Information Administration, June 2015 |
2 | Baker Hughes, June 2015 |
3 | Environmental Integrity Project, December 2014 |
(unaudited) Tortoise Capital Advisors |
3 |
Tortoise
Energy Independence
Fund, Inc. (NDP)
Fund description
NDP is a closed-end fund that invests primarily in equity securities of upstream North American energy companies that engage in the exploration and production of crude oil, condensate, natural gas and natural gas liquids that generally have a significant presence in North American oil and gas fields, including shale reservoirs. NDP seeks a high level of total return with an emphasis on current distributions paid to stockholders.
Fund performance review
The funds market-based and NAV-based total returns for the second fiscal quarter ending May 31, 2015 were -6.3% and -0.1%, respectively (including the reinvestment of distributions), compared to the Tortoise North American Oil and Gas Producers IndexSM, which returned -0.3%. Though negative, the funds performance reflects a relatively improved market backdrop as oil prices appeared to have somewhat stabilized. The discount of the funds stock price relative to its NAV widened during the quarter, ending at -9.9%.
2nd fiscal quarter performance highlights | ||
Market-based total return | (6.3)% | |
NAV-based total return | (0.1)% | |
Premium (discount) to NAV (as of 5/31/2015) | (9.9)% | |
Distributions paid per share | $ | 0.4375 |
Distribution rate (as of 5/31/2015) | 9.0% | |
Quarter-over-quarter distribution increase | 0.0% | |
Year-over-year distribution increase | 0.0% |
Key asset performance drivers
A number of factors influenced the funds asset performance during the second fiscal quarter.
● | The funds strategic focus on crude oil and natural gas producers in premier basins, particularly the Marcellus for natural gas and the Permian for crude oil, contributed positively to the funds absolute and relative performance. An overweight exposure to the Mid-Continent region also helped in both absolute and relative terms. |
● | Natural gas producers contributed more in absolute terms due to continued development in the Marcellus, although the funds larger exposure to liquids producers boosted relative performance, as gas prices moved lower and oil rebounded slightly during the quarter. |
● | The funds holdings in midstream transporters of oil and gas had little effect on performance during the fiscal quarter, with the exception of refined product pipeline companies. Those refined pipeline companies with exposure to crude oil assets detracted the most due to market concern that slowing production may result in fewer pipeline projects. |
● | The funds covered call strategy continued to generate current income. In higher-volatility environments, we typically extend the out-of-the-money percentage while seeking to generate the same monthly income. The notional amount of the funds covered calls averaged approximately 65% of total assets, and their out-of-the-money percentage at the time written averaged approximately 9.2% during the quarter. |
Index returns are pre-expenses and taxes.
Performance data quoted represents past performance; past performance does not guarantee future results. Like any other stock, total return and market value will fluctuate so that an investment, when sold, may be worth more or less than its original cost.
(unaudited) 4 |
Tortoise Capital Advisors |
2015 2nd Quarter Report | May 31, 2015
Leverage update
The funds leverage utilization increased slightly during 2nd quarter 2015. The fund utilizes all floating rate leverage that had an interest rate of 0.98% at May 31, 2015. Leverage represented 16.3% of total assets at quarter-end, slightly above the long-term target level of 15% of total assets. The interest rate on the funds leverage will vary in the future along with changing floating rates.
Distributable cash flow and distributions
Distributable cash flow (DCF) is income from investments less expenses. Income from investments includes the amount we receive as cash or paid-in-kind distributions from common stock, master limited partnerships (MLPs) or affiliates of MLPs in which we invest and dividend payments on short-term investments we own. Income also includes the premiums received from sales of covered call options, net of amounts paid to buy back out-of-the-money options. The total expenses include current or anticipated operating expenses and leverage costs.
Distributions received from investments increased approximately 1.4% as compared to 1st quarter 2015. This was primarily due to an increase in net premiums on options written, offset by the impact of various portfolio trading and merger activity. Operating expenses, consisting primarily of fund advisory fees, increased slightly during the quarter due to increased asset-based fees. Total leverage costs rose slightly during the quarter, primarily due to increased leverage utilization. As a result of the changes in income and expenses, DCF increased by approximately 0.7% as compared to 1st quarter 2015.
We maintained our quarterly distribution of $0.4375 per share during 2nd quarter 2015. We may designate a portion of our quarterly distributions as capital gains and we may also distribute additional capital gains in the last calendar quarter of the year if necessary to meet minimum annual distribution requirements and to avoid being subject to excise taxes.
The Key Financial Data table discloses the calculation of DCF and should be read in conjunction with this discussion. The difference between income from investments in the DCF calculation and total investment income as reported in the Statement of Operations, is reconciled as follows: (1) U.S. generally accepted accounting principles (GAAP) recognizes that a significant portion of the cash distributions received from our investments are characterized as a return of capital and therefore excluded from investment income, whereas the DCF calculation includes the return of capital; (2) income from investments in the DCF calculation includes the value of dividends paid-in-kind (additional stock or units), whereas such amounts are not included as income for GAAP purposes; and (3) net premiums on options written (premiums received less amounts paid to buy back out-of-the-money options) with expiration dates during our fiscal quarter are included in the DCF calculation, whereas GAAP recognizes the net effect of options written as realized and unrealized gains (losses).
Net Investment Loss on the Statement of Operations is adjusted as follows to reconcile to DCF for 2015 fiscal year-to-date and 2nd quarter 2015 (in thousands):
2015 YTD | 2nd Qtr 2015 | |||||||
Net investment loss | $ | (860 | ) | $ | (552 | ) | ||
Adjustments to reconcile to DCF: | ||||||||
Net premiums on options written | 10,573 | 5,354 | ||||||
Distributions characterized as | ||||||||
return of capital | 2,094 | 1,121 | ||||||
Dividends paid in stock | 515 | 259 | ||||||
DCF | $ | 12,322 | $ | 6,182 |
Please see the Financial Statements and Notes to Financial Statements for additional detail regarding our critical accounting policies, results of operations, leverage and other important fund information.
For further information regarding the calculation of distributable cash flow and distributions to stockholders, as well as a discussion of the tax impact on our distributions, please visit our Web site at www.tortoiseadvisors.com.
(unaudited) Tortoise Capital Advisors |
5 |
NDP Key Financial
Data (supplemental unaudited information)
(dollar amounts in thousands
unless otherwise indicated)
The information presented below regarding Distributable Cash Flow and Selected Financial Information is supplemental non-GAAP financial information, which we believe is meaningful to understanding our operating performance. The Distributable Cash Flow Ratios include 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. This information is supplemental, is not inclusive of required financial disclosures (e.g. Total Expense Ratio), and should be read in conjunction with our full financial statements.
2014 | 2015 | |||||||||||||||||||
Q2(1) | Q3(1) | Q4(1) | Q1(1) | Q2(1) | ||||||||||||||||
Total Income from Investments | ||||||||||||||||||||
Distributions and dividends from investments, | ||||||||||||||||||||
net of foreign taxes withheld | $ | 2,844 | $ | 2,949 | $ | 2,901 | $ | 1,882 | $ | 1,846 | ||||||||||
Dividends paid in stock | 391 | 404 | 412 | 256 | 259 | |||||||||||||||
Net premiums on options written | 4,425 | 4,316 | 4,148 | 5,219 | 5,354 | |||||||||||||||
Total from investments | 7,660 | 7,669 | 7,461 | 7,357 | 7,459 | |||||||||||||||
Operating Expenses Before Leverage Costs | ||||||||||||||||||||
Advisory fees, net of fees waived | 1,138 | 1,216 | 1,074 | 916 | 969 | |||||||||||||||
Other operating expenses | 171 | 168 | 158 | 160 | 160 | |||||||||||||||
1,309 | 1,384 | 1,232 | 1,076 | 1,129 | ||||||||||||||||
Distributable cash flow before leverage costs | 6,351 | 6,285 | 6,229 | 6,281 | 6,330 | |||||||||||||||
Leverage costs(2) | 150 | 151 | 144 | 141 | 148 | |||||||||||||||
Distributable Cash Flow(3) | $ | 6,201 | $ | 6,134 | $ | 6,085 | $ | 6,140 | $ | 6,182 | ||||||||||
Net realized gain (loss) on investments and foreign currency | ||||||||||||||||||||
translation, for the period | $ | 5,732 | $ | 20,857 | $ | 650 | $ | (10,099 | ) | $ | (4,028 | ) | ||||||||
As a percent of average total assets(4) | ||||||||||||||||||||
Total from investments | 6.34 | % | 5.96 | % | 6.90 | % | 7.78 | % | 7.64 | % | ||||||||||
Operating expenses before leverage costs | 1.08 | % | 1.08 | % | 1.14 | % | 1.14 | % | 1.16 | % | ||||||||||
Distributable cash flow before leverage costs | 5.26 | % | 4.88 | % | 5.76 | % | 6.64 | % | 6.48 | % | ||||||||||
As a percent of average net assets(4) | ||||||||||||||||||||
Total from investments | 7.26 | % | 6.75 | % | 7.57 | % | 9.32 | % | 9.10 | % | ||||||||||
Operating expenses before leverage costs | 1.24 | % | 1.22 | % | 1.25 | % | 1.36 | % | 1.38 | % | ||||||||||
Leverage costs | 0.14 | % | 0.13 | % | 0.15 | % | 0.18 | % | 0.18 | % | ||||||||||
Distributable cash flow | 5.88 | % | 5.40 | % | 6.17 | % | 7.78 | % | 7.54 | % | ||||||||||
Selected Financial Information | ||||||||||||||||||||
Distributions paid on common stock | $ | 6,351 | $ | 6,350 | $ | 6,351 | $ | 6,351 | $ | 6,351 | ||||||||||
Distributions paid on common stock per share | 0.4375 | 0.4375 | 0.4375 | 0.4375 | 0.4375 | |||||||||||||||
Total assets, end of period | 504,254 | 513,378 | 400,082 | 383,729 | 376,856 | |||||||||||||||
Average total assets during period(5) | 479,402 | 510,328 | 433,686 | 383,526 | 387,144 | |||||||||||||||
Leverage(6) | 60,600 | 58,600 | 56,200 | 61,200 | 61,400 | |||||||||||||||
Leverage as a percent of total assets | 12.0 | % | 11.4 | % | 14.0 | % | 15.9 | % | 16.3 | % | ||||||||||
Net unrealized appreciation (depreciation), end of period | 107,413 | 105,653 | (12,132 | ) | (8,127 | ) | (1,556 | ) | ||||||||||||
Net assets, end of period | 441,064 | 450,516 | 330,458 | 321,029 | 313,685 | |||||||||||||||
Average net assets during period(7) | 418,875 | 450,971 | 395,268 | 319,994 | 325,287 | |||||||||||||||
Net asset value per common share | 30.38 | 31.04 | 22.76 | 22.12 | 21.61 | |||||||||||||||
Market value per common share | 26.78 | 27.32 | 21.29 | 21.25 | 19.47 | |||||||||||||||
Shares outstanding (000s) | 14,516 | 14,516 | 14,516 | 14,516 | 14,516 |
(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 and other recurring leverage expenses. |
(3) | Net investment income (loss) on the Statement of Operations is adjusted as follows to reconcile to Distributable Cash Flow (DCF): increased by net premiums on options written, the return of capital on distributions, and the value of paid-in-kind distributions. |
(4) | Annualized for periods less than one full year. |
(5) | Computed by averaging month-end values within each period. |
(6) | Leverage consists of outstanding borrowings under the revolving credit facility. |
(7) | Computed by averaging daily net assets within each period. |
6 | Tortoise Capital Advisors |
2015 2nd Quarter Report | May 31, 2015
Tortoise
Energy
Infrastructure Corp. (TYG)
Fund description
TYG is a closed-end fund that invests primarily in equity securities of master limited partnerships (MLPs) and their affiliates that transport, gather, process or store natural gas, natural gas liquids (NGLs), crude oil and refined petroleum products. TYG seeks a high level of total return with an emphasis on current distributions paid to stockholders.
Fund performance review
The funds market-based and NAV-based total returns for the second fiscal quarter ending May 31, 2015 were -2.5% and -1.9%, respectively (including the reinvestment of distributions), compared to the Tortoise MLP Index®, which returned -0.3%. Though negative, the funds performance reflects a relatively improved market backdrop as oil prices appeared to have somewhat stabilized. Nonetheless, concern about rising interest rates and low oil prices continued to be headwinds for midstream MLPs. The discount of the funds stock price relative to its NAV widened during the quarter, ending at -7.1%.
2nd fiscal quarter performance highlights | |||
Market-based total return | (2.5)% | ||
NAV-based total return | (1.9)% | ||
Premium (discount) to NAV (as of 5/31/2015) | (7.1)% | ||
Distributions paid per share | $0.645 | ||
Distribution rate (as of 5/31/2015) | 6.1% | ||
Quarter-over-quarter distribution increase | 0.8% | ||
Year-over-year distribution increase | 11.2% |
Key asset performance drivers
A number of factors influenced the funds asset performance during the second fiscal quarter.
● |
Crude oil pipeline MLPs detracted
the most from absolute performance during the fiscal quarter. Although
crude oil pipeline MLPs were less negatively affected by falling oil
prices earlier in the year than other segments of the energy value chain,
they have also been slower to rebound due to market concern in the short
term that slowing production may result in fewer pipeline projects. The
funds overweight stake resulted in relative underperformance in this
arena. |
● |
Refined product pipeline MLPs hurt
absolute and relative performance. The names that retreated the most were
those with exposure to crude oil pipeline assets, along with previously
strong performers that pulled back during the fiscal quarter. |
● |
Natural gas
pipeline MLPs restrained absolute and relative performance, despite the
continuing need for additional pipeline
infrastructure. |
● |
Gathering and processing MLPs helped
in absolute terms. The top contributor in this group was Williams
Partners, L.P., which became an acquisition candidate by Williams
Companies in a deal valued at approximately $14 billion, news that was
well received by the market. In June, Williams Companies announced a
broader strategic review, putting the pending transaction in doubt, which
tempered performance for Williams Partners, L.P. However, the funds stake
in companies with NGL exposure hurt relative performance as NGL prices
remained low. |
● |
The funds performance was once again helped by its midstream focus, which steered it away from upstream MLPs that continued to struggle in a low commodity price environment. |
Index returns are pre-expenses and taxes.
Performance data quoted represents past performance; past performance does not guarantee future results. Like any other stock, total return and market value will fluctuate so that an investment, when sold, may be worth more or less than its original cost.
(unaudited) |
|
Tortoise Capital Advisors | 7 |
Tortoise
Energy
Infrastructure Corp. (TYG) (continued)
Leverage update
The fund increased leverage utilization by $13.8 million during the 2nd quarter 2015, with proceeds primarily used to fund additional portfolio investments. During the quarter, $110 million of debt with a fixed rate of 6.11% matured and was refinanced with a blend of fixed and floating rate debt at a lower all-in interest rate and certain interest rate swap contracts were terminated. Leverage represented 24.4% of total assets at May 31, 2015, slightly below the long-term target level of 25% of total assets. At quarter-end, including the impact of interest rate swaps, approximately 72% of the leverage cost was fixed, the weighted-average maturity was 5.9 years and the weighted-average annual rate on our leverage was 3.24%. These rates will vary in the future as a result of changing floating rates, utilization of our credit facilities and as our leverage and swaps mature or are redeemed.
Distributable cash flow and distributions
Distributable cash flow (DCF) is distributions received from investments, less expenses. The total distributions received from our investments include the amount received by us as cash distributions from investments, paid-in-kind distributions, and dividend and interest payments. The total expenses include current or anticipated operating expenses, leverage costs and current income taxes. Current income taxes include taxes paid on our net investment income, in addition to foreign taxes, if any. Taxes incurred from realized gains on the sale of investments, expected tax benefits and deferred taxes are not included in DCF.
Distributions received from investments decreased approximately 0.9% as compared to 1st quarter 2015 due to increased distribution rates on our investments that was more than offset by the impact of various portfolio trading and merger activity. Operating expenses, consisting primarily of fund advisory fees, increased slightly during the quarter due to more days in the period, even though asset levels declined. Overall leverage costs decreased during the quarter as the impact of refinancing activity more than offset the impact of the increase in total leverage outstanding.
As a result of the changes in income and expenses, DCF decreased approximately 1.3% as compared to 1st quarter 2015. We paid a quarterly distribution of $0.645 per share, which represents an increase of 0.8% over the prior quarter and an increase of 11.2% over the 2nd quarter 2014 distribution. A majority of the increased distribution rate over the prior year is due to the fund mergers that took place in 3rd quarter 2014 and served to reduce overall expenses in the combined entity.
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: the Statement of Operations, in conformity with U.S. generally accepted accounting principles (GAAP), recognizes distribution income from MLPs and common stock on their ex-dates, whereas the DCF calculation may reflect distribution income on their pay dates; GAAP recognizes that a significant portion of the cash distributions received from MLPs and other investments 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, and includes distributions related to direct investments when the purchase price is reduced in lieu of receiving cash distributions. 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, including fee waiver, as disclosed in the Statement of Operations, the DCF calculation reflects interest expense, realized and unrealized gains (losses) on interest rate swap settlements, distributions to preferred stockholders, other recurring leverage expenses, as well as taxes paid on net investment income. Non-recurring expenses related to the mergers are excluded from DCF. For 3rd quarter 2014, our DCF includes DCF from TYY and TYN for the portion of the quarter prior to the mergers (June 1, 2014 through June 22, 2014).
Net Investment Loss, before Income Taxes on the Statement of Operations is adjusted as follows to reconcile to DCF for 2015 fiscal year-to-date and 2nd quarter 2015 (in thousands):
2015 YTD | 2nd Qtr 2015 | |||||||
Net investment loss, before | ||||||||
income taxes | $ | (20,449 | ) | $ | (7,600 | ) | ||
Adjustments to reconcile to DCF: | ||||||||
Distributions characterized as | ||||||||
return of capital | 86,192 | 40,312 | ||||||
Amortization of debt issuance costs | 449 | 224 | ||||||
Interest rate swap expenses | (275 | ) | (185 | ) | ||||
DCF | $ | 65,917 | $ | 32,751 |
Income taxes
During 2nd quarter 2015, the funds deferred tax liability decreased by $35 million to $912 million, primarily as a result of the decline in value of its investment portfolio. The fund had net realized gains of $101 million during the quarter. To the extent that the fund has taxable income, it will owe federal and state income taxes. Tax payments can be funded from investment earnings, fund assets, or borrowings.
Please see the Financial Statements and Notes to Financial Statements for additional detail regarding our critical accounting policies, results of operations, leverage, taxes and other important fund information.
For further information regarding the calculation of distributable cash flow and distributions to stockholders, as well as a discussion of the tax impact on our distributions and results, please visit our Web site at www.tortoiseadvisors.com.
(unaudited) |
|
8 | Tortoise Capital Advisors |
2015 2nd Quarter Report | May 31, 2015
TYG Key Financial
Data (supplemental unaudited information)
(dollar amounts in thousands
unless otherwise indicated)
The information presented below regarding Distributable Cash Flow and Selected Financial Information is supplemental non-GAAP financial information, which we believe is meaningful to understanding our operating performance. The Distributable Cash Flow Ratios include 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. This information is supplemental, is not inclusive of required financial disclosures (e.g. Total Expense Ratio), and should be read in conjunction with our full financial statements.
2014 | 2015 | |||||||||||||||||||
Q2(1) | Q3(1)(2) | Q4(1) | Q1(1) | Q2(1) | ||||||||||||||||
Total Income from Investments | ||||||||||||||||||||
Distributions and dividends from investments | $ | 27,464 | $ | 47,381 | $ | 50,595 | $ | 52,050 | $ | 51,585 | ||||||||||
Dividends paid in stock | 1,479 | 2,040 | 576 | | | |||||||||||||||
Total from investments | 28,943 | 49,421 | 51,171 | 52,050 | 51,585 | |||||||||||||||
Operating Expenses Before Leverage Costs and Current Taxes | ||||||||||||||||||||
Advisory fees, net of fees waived | 5,774 | 10,257 | 10,145 | 9,350 | 9,545 | |||||||||||||||
Other operating expenses | 365 | 533 | 476 | 493 | 511 | |||||||||||||||
6,139 | 10,790 | 10,621 | 9,843 | 10,056 | ||||||||||||||||
Distributable cash flow before leverage costs and current taxes | 22,804 | 38,631 | 40,550 | 42,207 | 41,529 | |||||||||||||||
Leverage costs(3) | 4,982 | 7,734 | 8,324 | 9,041 | 8,778 | |||||||||||||||
Current income tax expense(4) | | | | | | |||||||||||||||
Distributable Cash Flow(5) | $ | 17,822 | $ | 30,897 | $ | 32,226 | $ | 33,166 | $ | 32,751 | ||||||||||
As a percent of average total assets(6) | ||||||||||||||||||||
Total from investments | 4.73 | % | 4.44 | % | 4.57 | % | 4.98 | % | 4.94 | % | ||||||||||
Operating expenses before leverage costs and current taxes | 1.00 | % | 0.97 | % | 0.95 | % | 0.94 | % | 0.96 | % | ||||||||||
Distributable cash flow before leverage costs and current taxes | 3.73 | % | 3.47 | % | 3.62 | % | 4.04 | % | 3.98 | % | ||||||||||
As a percent of average net assets(6) | ||||||||||||||||||||
Total from investments | 8.43 | % | 7.88 | % | 8.30 | % | 9.45 | % | 9.34 | % | ||||||||||
Operating expenses before leverage costs and current taxes | 1.79 | % | 1.72 | % | 1.72 | % | 1.79 | % | 1.82 | % | ||||||||||
Leverage costs and current taxes | 1.45 | % | 1.23 | % | 1.35 | % | 1.64 | % | 1.59 | % | ||||||||||
Distributable cash flow | 5.19 | % | 4.93 | % | 5.23 | % | 6.02 | % | 5.93 | % | ||||||||||
Selected Financial Information | ||||||||||||||||||||
Distributions paid on common stock | $16,730 | $29,290 | $29,530 | $30,731 | $30,971 | |||||||||||||||
Distributions paid on common stock per share | 0.5800 | 0.6100 | 0.6150 | 0.6400 | 0.6450 | |||||||||||||||
Distribution coverage percentage for period(7) | 106.5 | % | 105.5 | % | 109.1 | % | 107.9 | % | 105.7 | % | ||||||||||
Net realized gain, net of income taxes, for the period | 5,695 | 40,013 | 104,784 | 60,161 | 63,392 | |||||||||||||||
Total assets, end of period | 2,579,795 | 4,603,361 | 4,375,596 | 4,204,687 | 4,102,516 | |||||||||||||||
Average total assets during period(8) | 2,428,481 | 4,413,179 | 4,491,025 | 4,235,541 | 4,146,279 | |||||||||||||||
Leverage(9) | 507,000 | 832,400 | 931,200 | 986,900 | 1,000,700 | |||||||||||||||
Leverage as a percent of total assets | 19.7 | % | 18.1 | % | 21.3 | % | 23.5 | % | 24.4 | % | ||||||||||
Net unrealized appreciation, end of period | 907,206 | 1,095,415 | 804,600 | 665,363 | 561,565 | |||||||||||||||
Net assets, end of period | 1,425,918 | 2,593,513 | 2,369,068 | 2,250,010 | 2,172,676 | |||||||||||||||
Average net assets during period(10) | 1,361,662 | 2,489,611 | 2,473,220 | 2,234,865 | 2,191,147 | |||||||||||||||
Net asset value per common share | 49.43 | 54.01 | 49.34 | 46.86 | 45.25 | |||||||||||||||
Market value per share | 48.34 | 49.00 | 46.10 | 43.79 | 42.02 | |||||||||||||||
Shares outstanding (000s) | 28,844 | 48,017 | 48,017 | 48,017 | 48,017 |
(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) | Includes amounts from Tortoise Energy Capital Corp. (TYY) and Tortoise North American Energy Corp. (TYN) for the period from June 1, 2014 through June 22, 2014. |
(3) | Leverage costs include interest expense, distributions to preferred stockholders, interest rate swap expenses and other recurring leverage expenses. |
(4) | Includes taxes paid on net investment income and foreign taxes, if any. Taxes related to realized gains are excluded from the calculation of Distributable Cash Flow (DCF). |
(5) | Net investment income (loss), before income taxes on the Statement of Operations is adjusted as follows to reconcile to DCF: increased by the return of capital on distributions, the value of paid-in-kind distributions, premium on redemption of MRP stock, amortization of debt issuance costs and non-recurring merger expenses; and decreased by realized and unrealized gains (losses) on interest rate swap settlements and current taxes paid on net investment income. |
(6) | Annualized for periods less than one full year. |
(7) | Distributable Cash Flow divided by distributions paid. |
(8) | Computed by averaging month-end values within each period. |
(9) | Leverage consists of senior notes, preferred stock and outstanding borrowings under revolving credit facilities. |
(10) | Computed by averaging daily net assets within each period. |
Tortoise Capital Advisors | 9 |
Tortoise
MLP Fund,
Inc. (NTG)
Fund Description
NTG is a closed-end fund that focuses primarily on midstream energy infrastructure master limited partnerships (MLPs) that engage in the business of transporting, gathering and processing and storing natural gas and natural gas liquids (NGLs). NTG seeks to provide stockholders with a high level of total return with an emphasis on current distributions.
Fund performance review
The funds market-based and NAV-based total returns for the second fiscal quarter ending May 31, 2015 were -5.6% and -1.4%, respectively (including the reinvestment of distributions), compared to the Tortoise MLP IndexSM, which returned -0.3%. Although oil prices appear to have somewhat stabilized, natural gas prices moved lower during the quarter, restraining the funds performance given its larger allocation to natural gas pipeline MLPs. The discount of the funds stock price relative to its NAV widened during the quarter, ending at -10.1%.
2nd fiscal quarter performance highlights | |||
Market-based total return | (5.6)% | ||
NAV-based total return | (1.4)% | ||
Premium (discount) to NAV (as of 5/31/2015) | (10.1)% | ||
Distributions paid per share | $0.4225 | ||
Distribution rate (as of 5/31/2015) | 7.0% | ||
Quarter-over-quarter distribution increase | 0.0% | ||
Year-over-year distribution increase | 0.3% |
Key asset performance drivers
A number of factors influenced the funds asset performance during the second fiscal quarter.
● |
The funds focus on natural gas
pipeline MLPs hurt performance, as they were the greatest detractors from
both absolute and relative results, despite the continuing need for
additional pipeline infrastructure. |
● |
Crude oil pipeline MLPs also
detracted from absolute performance during the fiscal quarter. Although
crude oil pipeline MLPs were less negatively affected by falling oil
prices earlier in the year than other segments of the energy value chain,
they also have been slower to rebound due to market concern in the short
term that slowing production may result in fewer pipeline projects. The
funds underweight exposure helped relative
performance. |
● |
Refined product pipeline MLPs
detracted from absolute and relative performance. The names that retreated
the most were those with crude oil pipeline assets, along with previously
strong performers that pulled back during the fiscal
quarter. |
● |
Gathering and processing MLPs helped
in absolute terms. The top contributor in this group (and among the funds
largest holdings) was Williams Partners, L.P., which became an acquisition
candidate by Williams Companies in a deal valued at approximately $14
billion, news that was well received by the market. In June, Williams
Companies announced a broader strategic review, putting the pending
transaction in doubt, which tempered performance for Williams Partners,
L.P. However, the funds stake in companies with NGL exposure hurt
relative performance. |
● |
The funds performance was once again helped by its midstream focus, which steered it away from upstream MLPs that continued to struggle in a low commodity price environment. |
Note: Effective June 25, 2015, NTG will modify its non-fundamental investment policy that reduces the minimum amount it invests in equity securities of natural gas infrastructure MLPs from at least 70% of its total assets to at least 50%. This change is intended to provide more flexibility, broaden the portfolios diversification and total return potential. NTG will continue to seek to provide stockholders with an efficient vehicle to invest in a portfolio consisting primarily of energy infrastructure MLPs and their affiliates. Under normal circumstances, NTG will continue to invest at least 80% of total assets in equity securities of MLPs in the energy infrastructure sector.
Index returns are pre-expenses and taxes.
Performance data quoted represents past performance; past performance does not guarantee future results. Like any other stock, total return and market value will fluctuate so that an investment, when sold, may be worth more or less than its original cost.
(unaudited) |
|
10 | Tortoise Capital Advisors |
2015 2nd Quarter Report | May 31, 2015
Leverage update
The fund increased leverage utilization during 2nd quarter 2015 by $6.8 million, with proceeds primarily used to fund additional portfolio investments. Leverage represented 24.5% of total assets at May 31, 2015, slightly below the long-term target level of 25% of total assets. Approximately 65% of the leverage cost was fixed, the weighted-average maturity was 3.0 years and the weighted-average annual rate on our leverage was 3.13%. These rates will vary in the future as a result of changing floating rates, utilization of our credit facility and as our leverage matures or is redeemed.
Distributable cash flow and distributions
Distributable cash flow (DCF) is distributions received from investments, less expenses. The total distributions received from our investments include the amount we receive 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. Current income taxes include taxes paid on our net investment income in addition to foreign taxes, if any. Taxes incurred from realized gains on the sale of investments, expected tax benefits and deferred taxes are not included in DCF.
Distributions received from investments decreased approximately 3.3% as compared to 1st quarter 2015 due to increased distribution rates on our investments that was more than offset by the impact of various portfolio trading and merger activity. Operating expenses, consisting primarily of fund advisory fees, increased slightly during the quarter due to more days in the period, even though asset levels declined. Leverage costs rose slightly along with a small increase in average leverage outstanding as compared to the 1st quarter 2015.
As a result of the changes in income and expenses, DCF decreased approximately 5.2% as compared to 1st quarter 2015. We paid a quarterly distribution of $0.4225 per share, which was equal to the distribution paid in the prior quarter and an increase of 0.3% over the 2nd quarter 2014 distribution.
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: the Statement of Operations, in conformity with U.S. generally accepted accounting principles (GAAP), recognizes distribution income from MLPs and common stock on their ex-dates, whereas the DCF calculation may reflect distribution income on their pay dates; 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, and includes distributions related to direct investments when the purchase price is reduced in lieu of receiving cash distributions. 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, including fee waiver, as disclosed in the Statement of Operations, the DCF calculation reflects interest expense, distributions to preferred stockholders, other recurring leverage expenses, as well as taxes paid on net investment income.
Net Investment Income (Loss), before Income Taxes on the Statement of Operations is adjusted as follows to reconcile to DCF for 2015 fiscal year-to-date and 2nd quarter 2015 (in thousands):
2015 YTD | 2nd Qtr 2015 | |||||||
Net investment income (loss), | ||||||||
before income taxes | $ | (7,286 | ) | $ | 1,413 | |||
Adjustments to reconcile to DCF: | ||||||||
Distributions characterized as | ||||||||
return of capital | 46,036 | 17,442 | ||||||
Amortization of debt issuance costs | 190 | 96 | ||||||
DCF | $ | 38,940 | $ | 18,951 |
Income taxes
During 2nd quarter 2015, the funds deferred tax liability decreased by $13 million to $304 million, primarily as a result of the decline in value of its investment portfolio. The fund had net realized gains of $41 million during the quarter. As of November 30, 2014, the fund had net operating losses of $166 million for federal income tax purposes. To the extent that the fund has taxable income in the future that is not offset by net operating losses, it will owe federal and state income taxes. Tax payments can be funded from investment earnings, fund assets, or borrowings.
Please see the Financial Statements and Notes to Financial Statements for additional detail regarding our critical accounting policies, results of operations, leverage, taxes and other important fund information.
For further information regarding the calculation of distributable cash flow and distributions to stockholders, as well as a discussion of the tax impact on our distributions and results, please visit our Web site at www.tortoiseadvisors.com.
(unaudited) |
|
Tortoise Capital Advisors | 11 |
NTG Key Financial
Data (supplemental unaudited information)
(dollar amounts in thousands unless
otherwise indicated)
The information presented below regarding Distributable Cash Flow and Selected Financial Information is supplemental non-GAAP financial information, which we believe is meaningful to understanding our operating performance. The Distributable Cash Flow Ratios include 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. This information is supplemental, is not inclusive of required financial disclosures (e.g. Total Expense Ratio), and should be read in conjunction with our full financial statements.
2014 | 2015 | |||||||||||||||||||
Q2(1) | Q3(1) | Q4(1) | Q1(1) | Q2(1) | ||||||||||||||||
Total Income from Investments | ||||||||||||||||||||
Distributions and dividends from investments | $ | 27,013 | $ | 27,704 | $ | 28,355 | $ | 29,074 | $ | 28,125 | ||||||||||
Dividends paid in stock | 967 | 992 | 571 | | | |||||||||||||||
Total from investments | 27,980 | 28,696 | 28,926 | 29,074 | 28,125 | |||||||||||||||
Operating Expenses Before Leverage Costs and Current Taxes | ||||||||||||||||||||
Advisory fees, net of fees waived | 4,516 | 5,018 | 4,995 | 4,679 | 4,739 | |||||||||||||||
Other operating expenses | 348 | 345 | 343 | 356 | 357 | |||||||||||||||
4,864 | 5,363 | 5,338 | 5,035 | 5,096 | ||||||||||||||||
Distributable cash flow before leverage costs and current taxes | 23,116 | 23,333 | 23,588 | 24,039 | 23,029 | |||||||||||||||
Leverage costs(2) | 3,680 | 3,977 | 4,030 | 4,050 | 4,078 | |||||||||||||||
Current income tax expense(3) | | | | | | |||||||||||||||
Distributable Cash Flow(4) | $ | 19,436 | $ | 19,356 | $ | 19,558 | $ | 19,989 | $ | 18,951 | ||||||||||
As a percent of average total assets(5) | ||||||||||||||||||||
Total from investments | 5.25 | % | 4.84 | % | 4.89 | % | 5.38 | % | 5.28 | % | ||||||||||
Operating expenses before leverage costs and current taxes | 0.91 | % | 0.90 | % | 0.90 | % | 0.93 | % | 0.96 | % | ||||||||||
Distributable cash flow before leverage costs and current taxes | 4.34 | % | 3.94 | % | 3.99 | % | 4.45 | % | 4.32 | % | ||||||||||
As a percent of average net assets(5) | ||||||||||||||||||||
Total from investments | 8.10 | % | 7.69 | % | 7.92 | % | 8.91 | % | 8.72 | % | ||||||||||
Operating expenses before leverage costs and current taxes | 1.41 | % | 1.44 | % | 1.46 | % | 1.54 | % | 1.58 | % | ||||||||||
Leverage costs and current taxes | 1.07 | % | 1.07 | % | 1.10 | % | 1.24 | % | 1.26 | % | ||||||||||
Distributable cash flow | 5.62 | % | 5.18 | % | 5.36 | % | 6.13 | % | 5.88 | % | ||||||||||
Selected Financial Information | ||||||||||||||||||||
Distributions paid on common stock | $19,799 | $19,799 | $19,798 | $19,858 | $19,857 | |||||||||||||||
Distributions paid on common stock per share | 0.42125 | 0.42125 | 0.42125 | 0.42250 | 0.42250 | |||||||||||||||
Distribution coverage percentage for period(6) | 98.2 | % | 97.8 | % | 98.8 | % | 100.7 | % | 95.4 | % | ||||||||||
Net realized gain, net of income taxes, for the period | 7,781 | 20,965 | 47,152 | 20,232 | 25,818 | |||||||||||||||
Total assets, end of period | 2,254,379 | 2,463,737 | 2,282,922 | 2,140,619 | 2,092,962 | |||||||||||||||
Average total assets during period(7) | 2,113,784 | 2,353,725 | 2,374,755 | 2,190,648 | 2,112,176 | |||||||||||||||
Leverage(8) | 491,000 | 491,700 | 506,900 | 505,900 | 512,700 | |||||||||||||||
Leverage as a percent of total assets | 21.8 | % | 20.0 | % | 22.2 | % | 23.6 | % | 24.5 | % | ||||||||||
Net unrealized appreciation, end of period | 564,007 | 692,312 | 534,591 | 448,351 | 400,459 | |||||||||||||||
Net assets, end of period | 1,415,146 | 1,538,456 | 1,401,926 | 1,310,199 | 1,268,819 | |||||||||||||||
Average net assets during period(9) | 1,370,204 | 1,479,602 | 1,465,610 | 1,323,553 | 1,279,060 | |||||||||||||||
Net asset value per common share | 30.11 | 32.73 | 29.83 | 27.88 | 27.00 | |||||||||||||||
Market value per common share | 28.43 | 29.69 | 27.97 | 26.16 | 24.26 | |||||||||||||||
Shares outstanding (000s) | 47,000 | 47,000 | 47,000 | 47,000 | 47,000 |
(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, distributions to preferred stockholders and other recurring leverage expenses. |
(3) | Includes taxes paid on net investment income and foreign taxes, if any. Taxes related to realized gains are excluded from the calculation of Distributable Cash Flow (DCF). |
(4) | Net investment income (loss), before income taxes on the Statement of Operations is adjusted as follows to reconcile to DCF: increased by the return of capital on distributions, the value of paid-in-kind distributions and amortization of debt issuance costs; and decreased by current taxes paid on net investment income. |
(5) | Annualized for periods less than one full year. |
(6) | Distributable Cash Flow divided by distributions paid. |
(7) | Computed by averaging month-end values within each period. |
(8) | Leverage consists of senior notes, preferred stock and outstanding borrowings under the revolving credit facility. |
(9) | Computed by averaging daily net assets within each period. |
12 | Tortoise Capital Advisors |
2015 2nd Quarter Report | May 31, 2015
Tortoise
Pipeline
& Energy Fund, Inc. (TTP)
Fund description
TTP is a closed-end fund that invests primarily in equity securities of pipeline companies that transport natural gas, natural gas liquids (NGLs), crude oil and refined products and, to a lesser extent, in other energy infrastructure companies. TTP seeks a high level of total return with an emphasis on current distributions paid to stockholders.
Fund performance review
The funds market-based and NAV-based total returns for the second fiscal quarter ending May 31, 2015 were -3.7% and 0.5%, respectively (including the reinvestment of distributions), compared to the Tortoise North American Pipeline IndexSM, which returned 1.1%. This performance reflects a relatively improved market backdrop as oil prices appeared to have somewhat stabilized, although concerns about rising interest rates and the low price of oil continued to be headwinds for the fund during the period. The discount of the funds stock price relative to its NAV widened during the quarter, ending at -13.8%.
2nd fiscal quarter performance highlights | |||
Market-based total return | (3.7)% | ||
NAV-based total return | 0.5% | ||
Premium (discount) to NAV (as of 5/31/2015) | (13.8)% | ||
Distributions paid per share | $0.45 | ||
Distribution rate (as of 5/31/2015) | 6.5% | ||
Quarter-over-quarter distribution increase | 0.0% | ||
Year-over-year distribution increase | 10.4% |
Please refer to the inside front cover of this report for important information about the funds distribution policy.
Key asset performance drivers
A number of factors influenced the funds asset performance during the second fiscal quarter.
● |
Crude oil pipeline holdings
detracted from both absolute and relative performance during the fiscal
quarter. Although crude oil pipeline companies were less negatively
affected by falling oil prices earlier in the year than other segments of
the energy value chain, they also have been slower to rebound due to
market concern in the short term that slowing production may result in
fewer pipeline projects. |
● |
Refined product pipeline holdings
also detracted from absolute and relative performance. The names that
detracted the most were those that had exposure to crude oil pipeline
assets, along with previously strong performers that pulled back during
the fiscal quarter. |
● |
Exposure to natural gas pipeline
companies added the most to absolute performance and also helped relative
results due to the continuing need for additional pipeline takeaway
capacity, particularly out of the Northeast, where needs are most
critical. |
● |
Gathering and processing companies
helped in absolute terms. The top contributor in this group was Williams
Companies, which announced its intended acquisition of Williams Partners,
L.P. in a deal valued at approximately $14 billion, which was well
received by the market. In June, Williams Companies announced a broader
strategic review, putting the pending transaction in doubt, further
boosting performance for Williams Companies. However, the funds
overweight stake in companies with NGL exposure hurt relative performance
as NGL prices remained low. |
● |
The funds covered call strategy, which focuses on independent energy companies that are key pipeline transporters, enabled the fund to generate current income. In higher volatility environments, we typically extend the out-of-the-money and try to generate the same monthly income. The notional amount of the funds covered calls averaged approximately 10% of total assets, and their out-of-the-money percentage at the time written averaged approximately 8.2% during the quarter. |
Index returns are pre-expenses and taxes.
Performance data quoted represents past performance; past performance does not guarantee future results. Like any other stock, total return and market value will fluctuate so that an investment, when sold, may be worth more or less than its original cost.
(unaudited)
Tortoise Capital Advisors | 13 |
Tortoise
Pipeline
& Energy Fund, Inc. (TTP) (continued)
Leverage update
The fund decreased overall leverage utilization during 2nd quarter 2015 by $0.9 million. Leverage represented 21.5% of total assets at May 31, 2015, below the long-term target level of 25% of total assets. Approximately 49% of the leverage cost was fixed, the weighted-average maturity was 3.6 years and the weighted-average annual rate on our leverage was 2.68%. These rates will vary in the future as a result of changing floating rates, utilization of our credit facility and as our leverage matures or is redeemed.
Distributable cash flow and distributions
Distributable cash flow (DCF) is income from investments less expenses. Income from investments includes the amount we receive as cash or paid-in-kind distributions from common stock, master limited partnerships (MLPs), affiliates of MLPs, and pipeline and other energy companies in which we invest, and dividend payments on short-term investments we own. Income also includes the premiums received from sales of covered call options, net of amounts paid to buy back out-of-the-money options. The total expenses include current or anticipated operating expenses and leverage costs.
Distributions received from investments decreased approximately 2.1% as compared to 1st quarter 2015, primarily due to lower net premiums on options written which was slightly offset by higher distribution rates on investments. Operating expenses, consisting primarily of fund advisory fees, increased during the quarter due to a reduction in the advisory fee waiver that took place during the prior quarter and increased asset-based fees. Leverage costs increased slightly during the quarter due to more days in the period, although refinancing activity that took place during the prior quarter lowered the funds weighted-average leverage cost. As a result of the changes in income and expenses, DCF declined by approximately 4.5% as compared to 1st quarter 2015. In addition, the fund had net realized gains on investments of $1.7 million during 2nd quarter 2015.
We paid a quarterly distribution of $0.45 per share, which was equal to the regular distribution paid in the prior quarter and represents an increase of 10.4% over the prior year. We expect that the payment of increased quarterly distributions will cover the majority of our required annual distributions of net investment company taxable income and net realized gains for income and excise tax purposes, although an additional payment may be made in the last calendar quarter of the year to cover any remaining required minimum distribution amounts and to avoid being subject to excise taxes. The funds distribution policy is described on the inside front cover of this report.
The Key Financial Data table discloses the calculation of DCF and should be read in conjunction with this discussion. The difference between income from investments in the DCF calculation and total investment income as reported in the Statement of Operations, is reconciled as follows: (1) the Statement of Operations, in conformity with U.S. generally accepted accounting principles (GAAP), recognizes distributions and dividend income from MLPs and common stock on their ex-dates, whereas the DCF calculation may reflect distributions and dividend income on their pay dates; (2) 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; (3) income from investments in the DCF calculation includes the value of dividends paid-in-kind (additional stock or units), whereas such amounts are not included as income for GAAP purposes; and (4) net premiums on options written (premiums received less amounts paid to buy back out-of-the-money options) with expiration dates during our fiscal quarter are included in the DCF calculation, whereas GAAP recognizes the net effect of options written as realized and unrealized gains (losses).
Net Investment Income on the Statement of Operations is adjusted as follows to reconcile to DCF for 2015 fiscal year-to-date and 2nd quarter 2015 (in thousands):
2015 YTD | 2nd Qtr 2015 | |||||||
Net investment income | $ | 1,385 | $ | 730 | ||||
Adjustments to reconcile to DCF: | ||||||||
Net premiums on options written | 2,638 | 1,242 | ||||||
Distributions characterized as | ||||||||
return of capital | 2,619 | 1,263 | ||||||
Dividends paid in stock | 632 | 318 | ||||||
Amortization of debt issuance costs | 40 | 20 | ||||||
DCF | $ | 7,314 | $ | 3,573 |
Please see the Financial Statements and Notes to Financial Statements for additional detail regarding our critical accounting policies, results of operations, leverage and other important fund information.
For further information regarding the calculation of distributable cash flow and distributions to stockholders, as well as a discussion of the tax impact on our distributions, please visit our Web site at www.tortoiseadvisors.com.
(unaudited) |
|
14 | Tortoise Capital Advisors |
2015 2nd Quarter Report | May 31, 2015
TTP Key Financial
Data (supplemental unaudited information)
(dollar amounts in thousands
unless otherwise indicated)
The information presented below regarding Distributable Cash Flow and Selected Financial Information is supplemental non-GAAP financial information, which we believe is meaningful to understanding our operating performance. The Distributable Cash Flow Ratios include 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. This information is supplemental, is not inclusive of required financial disclosures (e.g. Total Expense Ratio), and should be read in conjunction with our full financial statements.
2014 | 2015 | |||||||||||||||||||
Q2(1) | Q3(1) | Q4(1) | Q1(1) | Q2(1) | ||||||||||||||||
Total Income from Investments | ||||||||||||||||||||
Dividends and distributions from investments, | ||||||||||||||||||||
net of foreign taxes withheld | $ | 3,384 | $ | 3,450 | $ | 3,627 | $ | 3,828 | $ | 3,862 | ||||||||||
Dividends paid in stock | 681 | 682 | 622 | 314 | 318 | |||||||||||||||
Net premiums on options written | 1,685 | 1,496 | 1,467 | 1,396 | 1,242 | |||||||||||||||
Total from investments | 5,750 | 5,628 | 5,716 | 5,538 | 5,422 | |||||||||||||||
Operating Expenses Before Leverage Costs | ||||||||||||||||||||
Advisory fees, net of fees waived | 1,032 | 1,148 | 1,111 | 1,008 | 1,055 | |||||||||||||||
Other operating expenses | 162 | 164 | 166 | 169 | 172 | |||||||||||||||
1,194 | 1,312 | 1,277 | 1,177 | 1,227 | ||||||||||||||||
Distributable cash flow before leverage costs | 4,556 | 4,316 | 4,439 | 4,361 | 4,195 | |||||||||||||||
Leverage costs(2) | 643 | 643 | 644 | 620 | 622 | |||||||||||||||
Distributable Cash Flow(3) | $ | 3,913 | $ | 3,673 | $ | 3,795 | $ | 3,741 | $ | 3,573 | ||||||||||
Net realized gain on investments and foreign currency | ||||||||||||||||||||
translation, for the period | $ | 3,664 | $ | 2,924 | $ | 11,408 | $ | 6,287 | $ | 1,729 | ||||||||||
As a percent of average total assets(4) | ||||||||||||||||||||
Total from investments | 5.26 | % | 4.64 | % | 4.84 | % | 5.29 | % | 5.11 | % | ||||||||||
Operating expenses before leverage costs | 1.09 | % | 1.08 | % | 1.08 | % | 1.12 | % | 1.16 | % | ||||||||||
Distributable cash flow before leverage costs | 4.17 | % | 3.56 | % | 3.76 | % | 4.17 | % | 3.95 | % | ||||||||||
As a percent of average net assets(4) | ||||||||||||||||||||
Total from investments | 6.64 | % | 5.71 | % | 6.04 | % | 6.85 | % | 6.51 | % | ||||||||||
Operating expenses before leverage costs | 1.38 | % | 1.33 | % | 1.35 | % | 1.46 | % | 1.47 | % | ||||||||||
Leverage costs | 0.74 | % | 0.65 | % | 0.68 | % | 0.77 | % | 0.75 | % | ||||||||||
Distributable cash flow | 4.52 | % | 3.73 | % | 4.01 | % | 4.62 | % | 4.29 | % | ||||||||||
Selected Financial Information | ||||||||||||||||||||
Distributions paid on common stock(5) | $ | 4,082 | $ | 4,081 | $ | 4,082 | $ | 6,010 | $ | 4,507 | ||||||||||
Distributions paid on common stock per share(5) | 0.4075 | 0.4075 | 0.4075 | 0.6000 | 0.4500 | |||||||||||||||
Total assets, end of period | 456,893 | 503,048 | 443,581 | 419,182 | 417,589 | |||||||||||||||
Average total assets during period(6) | 433,489 | 481,017 | 473,470 | 424,669 | 420,576 | |||||||||||||||
Leverage(7) | 90,000 | 89,600 | 91,000 | 90,800 | 89,900 | |||||||||||||||
Leverage as a percent of total assets | 19.7 | % | 17.8 | % | 20.5 | % | 21.7 | % | 21.5 | % | ||||||||||
Net unrealized appreciation, end of period | 128,774 | 178,087 | 109,930 | 83,027 | 82,054 | |||||||||||||||
Net assets, end of period | 363,949 | 410,405 | 350,975 | 326,152 | 322,215 | |||||||||||||||
Average net assets during period(8) | 343,389 | 390,977 | 379,709 | 327,723 | 330,279 | |||||||||||||||
Net asset value per common share | 36.34 | 40.97 | 35.04 | 32.56 | 32.17 | |||||||||||||||
Market value per common share | 32.95 | 36.46 | 32.50 | 29.28 | 27.72 | |||||||||||||||
Shares outstanding (000s) | 10,016 | 10,016 | 10,016 | 10,016 | 10,016 |
(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, distributions to preferred stockholders and other recurring leverage expenses. |
(3) | Net investment income (loss) on the Statement of Operations is adjusted as follows to reconcile to Distributable Cash Flow (DCF): increased by net premiums on options written, the return of capital on distributions, the value of paid-in-kind distributions, and amortization of debt issuance costs. |
(4) | Annualized for periods less than one full year. |
(5) | Q1 2015 includes a $0.15 per share distribution paid to meet the required distribution amount for 2014, in addition to the regular quarterly distribution of $0.45 per share. |
(6) | Computed by averaging month-end values within each period. |
(7) | Leverage consists of senior notes, preferred stock and outstanding borrowings under the revolving credit facility. |
(8) | Computed by averaging daily net assets within each period. |
Tortoise Capital Advisors |
15 |
Tortoise
Power and Energy Infrastructure Fund,
Inc. (TPZ)
Fund description
TPZ is a closed-end fund that seeks to invest in fixed-income and dividend-paying equity securities of power and energy infrastructure companies that provide stable and defensive characteristics throughout economic cycles. TPZ seeks to provide a high level of current income to stockholders, with a secondary objective of capital appreciation.
Fund performance review
The funds market-based and NAV-based total returns for the second fiscal quarter ending May 31, 2015 were 3.1% and 1.8%, respectively (including the reinvestment of distributions), compared to the performance of the TPZ Benchmark Composite*, which returned -0.7%. Although some headwinds remain, this positive performance reflects a relatively improved market backdrop as oil prices appeared to have stabilized during the quarter and the funds fixed income and power company holdings also helped performance during a volatile market. The discount of the funds stock price relative to its NAV narrowed during the quarter, ending at -8.3%.
2nd fiscal quarter performance highlights | |||
Market-based total return | 3.1% | ||
NAV-based total return | 1.8% | ||
Premium (discount) to NAV (as of 5/31/2015) | (8.3)% | ||
Monthly distributions paid per share | $ | 0.1375 | |
Distribution rate (as of 5/31/2015) | 6.2% | ||
Quarter-over-quarter distribution increase | 0.0% | ||
Year-over-year distribution increase | 10.0% |
Please refer to the inside front cover of the report for important information about the funds distribution policy.
* | The TPZ Benchmark Composite includes the BofA Merrill Lynch US Energy Index (CIEN), the BofA Merrill Lynch U.S. Electricity Index (CUEL) and the Tortoise MLP Index® (TMLP). It is comprised of a blend of 70% fixed income and 30% equity securities issued by companies in the power and energy infrastructure sectors. |
Key asset performance drivers
A number of factors influenced the funds asset performance during the second fiscal quarter.
● |
The funds equity holdings performed better than its fixed income holdings due to concerns about rising interest rates. |
● |
Power companies, particularly YieldCos (utility and power companies with a high yield and visible growth component) added the most to performance during the quarter due to increased demand for renewable power sources, particularly in wind and solar. |
● |
Natural gas pipeline companies continued to benefit from the need for additional pipeline takeaway capacity, particularly out of the Northeast, where needs are the most critical. |
● |
Gathering and processing companies helped in absolute terms. The biggest factor driving performance for holdings in this group was the markets assumption that Williams Companies intended acquisition of Williams Partners L.P. should result in the debt being rated as investment grade. In June, Williams Companies announced a broader strategic review, putting the pending transaction in doubt, further boosting performance for Williams Companies. |
● |
Crude oil pipeline MLPs detracted from absolute performance during the quarter. Although pipeline companies were less negatively affected by falling oil prices earlier in the year than other segments of the energy value chain, they have also been slower to rebound due to market concern in the short term that slowing production may result in fewer pipeline projects. |
Index returns are pre-expenses and taxes.
Performance data quoted represents past performance; past performance does not guarantee future results. Like any other stock, total return and market value will fluctuate so that an investment, when sold, may be worth more or less than its original cost.
(unaudited)
16 | Tortoise Capital Advisors |
2015 2nd Quarter Report | May 31, 2015
Leverage update
The fund increased leverage utilization during 2nd quarter 2015 by $0.8 million. Leverage represented 19.8% of total assets at May 31, 2015, slightly below the long-term target level of 20% of total assets. Including the impact of interest rate swaps, about 52% of the leverage cost was fixed, the weighted-average maturity was 2.0 years and the weighted-average annual rate on our leverage was 1.71%. These rates will vary in the future as a result of changing floating rates and as our swaps mature or are redeemed.
Distributable cash flow and distributions
Distributable cash flow (DCF) is income from investments less expenses. Income from investments includes the accrued interest from corporate bonds, cash distributions and paid-in-kind distributions from master limited partnerships (MLPs) and other equity investments and dividends earned from short-term investments. The total expenses include current or anticipated operating expenses and leverage costs.
Distributions received from investments decreased 1.2% as compared to 1st quarter 2015 due to increased distribution rates on our investments which was more than offset by the impact of various portfolio trading activity during the quarter. Operating expenses, consisting primarily of fund advisory fees, increased during the quarter due primarily due to higher asset-based fees. Total leverage costs increased as a result of increased leverage utilization during the quarter. As a result of the changes in income and expenses, DCF decreased approximately 3.6% as compared to 1st quarter 2015. In addition, the fund had net realized gains on investments of $4.5 million during 2nd quarter 2015.
We paid monthly distributions of $0.1375 per share during 2nd quarter 2015, an increase of 10.0% over the monthly distributions paid in the prior quarter. Our Board of Directors has declared monthly distributions of $0.1375 per share to be paid during 3rd quarter 2015. We expect that the payment of increased monthly distributions will cover the majority of our required annual distributions of net investment company taxable income and net realized gains for income and excise tax purposes, although an additional payment may be made in the last calendar quarter of the year to cover any remaining required minimum distribution amounts and to avoid being subject to excise taxes. The funds distribution policy is described on the inside front cover of this report.
The Key Financial Data table discloses the calculation of DCF and should be read in conjunction with this discussion. The difference between income from investments in the DCF calculation and total investment income as reported in the Statement of Operations, is reconciled as follows: (1) U.S. generally accepted accounting principles (GAAP), recognizes distribution income from MLPs and common stock on their ex-dates, whereas the DCF calculation may reflect distribution income on their pay dates; (2) 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; (3) income from investments in the DCF calculation includes the value of dividends paid-in-kind (additional stock or units), whereas such amounts are not included as income for GAAP purposes; and (4) amortization of premium or discount for all securities is calculated using the yield to worst methodology for GAAP purposes while yield to call is used in calculating amortization for long-dated hybrid securities in the DCF calculation. 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, including fee waiver, as disclosed in the Statement of Operations, the DCF calculation reflects interest expense and realized and unrealized gains (losses) on interest rate swap settlements as leverage costs.
Net Investment Income on the Statement of Operations is adjusted as follows to reconcile to DCF for 2015 fiscal year-to-date and 2nd quarter 2015 (in thousands):
2015 YTD | 2nd Qtr 2015 | |||||||||||
Net investment income | $ | 3,444 | $ | 1,905 | ||||||||
Adjustments to reconcile to DCF: | ||||||||||||
Dividends paid in stock | 502 | 223 | ||||||||||
Distributions characterized as | ||||||||||||
return of capital | 980 | 291 | ||||||||||
Interest rate swap expenses | (188 | ) | (94 | ) | ||||||||
Change in amortization methodology | 116 | 58 | ||||||||||
DCF | $ | 4,854 | $ | 2,383 |
Please see the Financial Statements and Notes to Financial Statements for additional detail regarding our critical accounting policies, results of operations, leverage and other important fund information.
For further information regarding the calculation of distributable cash flow and distributions to stockholders, as well as a discussion of the tax impact on our distributions, please visit our Web site at www.tortoiseadvisors.com.
(unaudited)
Tortoise Capital Advisors |
17 |
TPZ Key Financial
Data (supplemental unaudited information)
(dollar amounts in thousands unless
otherwise indicated)
The information presented below regarding Distributable Cash Flow and Selected Financial Information is supplemental non-GAAP financial information, which we believe is meaningful to understanding our operating performance. The Distributable Cash Flow Ratios include 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. This information is supplemental, is not inclusive of required financial disclosures (e.g. Total Expense Ratio), and should be read in conjunction with our full financial statements.
2014 | 2015 | |||||||||||||||||||
Q2(1) | Q3(1) | Q4(1) | Q1(1) | Q2(1) | ||||||||||||||||
Total Income from Investments | ||||||||||||||||||||
Interest earned on corporate bonds | $ | 2,057 | $ | 2,043 | $ | 2,107 | $ | 1,987 | $ | 1,966 | ||||||||||
Distributions and dividends from investments, | ||||||||||||||||||||
net of foreign taxes withheld | 833 | 782 | 918 | 1,121 | 1,156 | |||||||||||||||
Dividends paid in stock | 620 | 564 | 497 | 279 | 223 | |||||||||||||||
Total from investments | 3,510 | 3,389 | 3,522 | 3,387 | 3,345 | |||||||||||||||
Operating Expenses Before Leverage Costs | ||||||||||||||||||||
Advisory fees, net of fees waived | 545 | 579 | 581 | 571 | 604 | |||||||||||||||
Other operating expenses | 136 | 131 | 132 | 140 | 141 | |||||||||||||||
681 | 710 | 713 | 711 | 745 | ||||||||||||||||
Distributable cash flow before leverage costs | 2,829 | 2,679 | 2,809 | 2,676 | 2,600 | |||||||||||||||
Leverage costs(2) | 191 | 194 | 192 | 205 | 217 | |||||||||||||||
Distributable Cash Flow(3) | $ | 2,638 | $ | 2,485 | $ | 2,617 | $ | 2,471 | $ | 2,383 | ||||||||||
Net realized gain on investments and foreign currency | ||||||||||||||||||||
translation, for the period | $ | 13 | $ | 8,061 | $ | 4,549 | $ | 6,890 | $ | 4,470 | ||||||||||
As a percent of average total assets(4) | ||||||||||||||||||||
Total from investments | 5.78 | % | 5.24 | % | 5.43 | % | 5.42 | % | 5.23 | % | ||||||||||
Operating expenses before leverage costs | 1.12 | % | 1.10 | % | 1.10 | % | 1.14 | % | 1.16 | % | ||||||||||
Distributable cash flow before leverage costs | 4.66 | % | 4.14 | % | 4.33 | % | 4.28 | % | 4.07 | % | ||||||||||
As a percent of average net assets(4) | ||||||||||||||||||||
Total from investments | 6.87 | % | 6.20 | % | 6.45 | % | 6.78 | % | 6.54 | % | ||||||||||
Operating expenses before leverage costs | 1.33 | % | 1.30 | % | 1.31 | % | 1.42 | % | 1.46 | % | ||||||||||
Leverage costs | 0.37 | % | 0.35 | % | 0.35 | % | 0.41 | % | 0.42 | % | ||||||||||
Distributable cash flow | 5.17 | % | 4.55 | % | 4.79 | % | 4.95 | % | 4.66 | % | ||||||||||
Selected Financial Information | ||||||||||||||||||||
Distributions paid on common stock(5) | $ | 2,607 | $ | 2,606 | $ | 2,607 | $ | 11,296 | $ | 2,867 | ||||||||||
Distributions paid on common stock per share(5) | 0.3750 | 0.3750 | 0.3750 | 1.6250 | 0.4125 | |||||||||||||||
Total assets, end of period | 247,186 | 266,208 | 259,361 | 253,071 | 254,507 | |||||||||||||||
Average total assets during period(6) | 241,067 | 256,362 | 260,127 | 253,464 | 253,728 | |||||||||||||||
Leverage(7) | 37,900 | 39,400 | 42,400 | 49,600 | 50,400 | |||||||||||||||
Leverage as a percent of total assets | 15.3 | % | 14.8 | % | 16.3 | % | 19.6 | % | 19.8 | % | ||||||||||
Net unrealized appreciation, end of period | 75,935 | 86,880 | 73,587 | 63,150 | 60,294 | |||||||||||||||
Net assets, end of period | 208,421 | 226,025 | 216,048 | 202,647 | 203,208 | |||||||||||||||
Average net assets during period(8) | 202,603 | 216,927 | 219,134 | 202,470 | 202,765 | |||||||||||||||
Net asset value per common share | 29.98 | 32.52 | 31.08 | 29.15 | 29.23 | |||||||||||||||
Market value per common share | 27.44 | 29.62 | 26.90 | 26.40 | 26.80 | |||||||||||||||
Shares outstanding (000s) | 6,951 | 6,951 | 6,951 | 6,951 | 6,951 |
(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, interest rate swap expenses and other recurring leverage expenses. |
(3) | Net investment income (loss) on the Statement of Operations is adjusted as follows to reconcile to Distributable Cash Flow (DCF): increased by the return of capital on distributions, the value of paid-in-kind distributions and the change in methodology for calculating amortization of premiums or discounts; and decreased by realized and unrealized gains (losses) on interest rate swap settlements. |
(4) | Annualized for periods less than one full year. |
(5) | Q1 2015 includes a $1.25 per share distribution paid to meet the required distribution amount for 2014 in addition to regular monthly distributions that totaled $0.375 per share. |
(6) | Computed by averaging month-end values within each period. |
(7) | Leverage consists of outstanding borrowings under the revolving credit facility. |
(8) | Computed by averaging daily net assets within each period. |
18 | Tortoise Capital Advisors |
2015 2nd Quarter Report | May 31, 2015
NDP Schedule of
Investments (unaudited)
May 31, 2015
Shares | Fair Value | |||||
Common Stock 89.8%(1) | ||||||
Crude/Refined Products Pipelines 0.8%(1) | ||||||
United States 0.8%(1) | ||||||
Plains GP Holdings, L.P. | 91,716 | $ | 2,564,379 | |||
Natural Gas/Natural Gas Liquids Pipelines 0.0%(1) | ||||||
United States 0.0%(1) | ||||||
Kinder Morgan, Inc. | 2 | 83 | ||||
Oil and Gas Production 89.0%(1) | ||||||
Canada 7.9%(1) | ||||||
ARC Resources LTD. | 334,600 | 6,129,132 | ||||
Cenovus Energy Inc. | 153,200 | 2,526,268 | ||||
Encana Corporation | 275,100 | 3,482,766 | ||||
Enerplus Corporation | 275,800 | 2,655,954 | ||||
Penn West Petroleum Ltd. | 6,400 | 12,544 | ||||
Suncor Energy Inc.(2)(3) | 347,800 | 10,166,194 | ||||
The Netherlands 2.2%(1) | ||||||
Royal Dutch Shell plc (ADR) | 114,500 | 6,837,940 | ||||
United Kingdom 1.3%(1) | ||||||
BP p.l.c. (ADR) | 96,400 | 3,996,744 | ||||
United States 77.6%(1) | ||||||
Anadarko Petroleum Corporation(2)(3) | 325,300 | 27,198,333 | ||||
Antero Resources Corporation(2)(3)(4) | 146,610 | 5,865,866 | ||||
Cabot Oil & Gas Corporation(3) | 141,900 | 4,818,924 | ||||
Carrizo Oil & Gas, Inc.(2)(3)(4) | 197,100 | 9,886,536 | ||||
Chesapeake Energy Corporation(2)(3) | 212,200 | 2,994,142 | ||||
Cimarex Energy Co.(2)(3) | 82,473 | 9,526,456 | ||||
Concho Resources Inc.(2)(3)(4) | 107,243 | 12,901,333 | ||||
Continental Resources, Inc.(2)(3)(4) | 57,300 | 2,610,588 | ||||
Devon Energy Corporation(2)(3) | 119,400 | 7,787,268 | ||||
Diamondback Energy, Inc.(2)(3)(4) | 63,400 | 4,933,154 | ||||
Energen Corporation(2)(3) | 76,700 | 5,307,640 | ||||
EOG Resources, Inc.(2)(3) | 363,300 | 32,221,077 | ||||
EP Energy Corporation(4) | 142,700 | 1,876,505 | ||||
EQT Corporation(2)(3) | 238,006 | 20,247,170 | ||||
Hess Corporation(2)(3) | 32,793 | 2,214,183 | ||||
Laredo Petroleum, Inc.(2)(3)(4) | 194,540 | 2,649,635 | ||||
Marathon Oil Corporation(2)(3) | 423,000 | 11,501,370 | ||||
Newfield Exploration Company(2)(3)(4) | 261,588 | 9,890,642 | ||||
Noble Energy, Inc.(2)(3) | 205,000 | 8,974,900 | ||||
Occidental Petroleum Corporation(2)(3) | 186,100 | 14,551,159 | ||||
Pioneer Natural Resources Company(2)(3) | 186,215 | 27,528,164 | ||||
Range Resources Corporation(2)(3) | 197,400 | 10,937,934 | ||||
RSP Permian, Inc.(4) | 110,556 | 3,148,635 | ||||
Whiting Petroleum Corporation(2)(3)(4) | 115,227 | 3,801,339 | ||||
279,180,495 | ||||||
Total Common Stock | ||||||
(Cost $306,347,798) | 281,744,957 | |||||
Master Limited Partnerships and | ||||||
Related Companies 30.2%(1) | ||||||
Crude/Refined Products Pipelines 18.1%(1) | ||||||
United States 18.1%(1) | ||||||
Buckeye Partners, L.P. | 49,673 | 3,841,213 | ||||
Enbridge Energy Management, L.L.C.(5) | 462,080 | 16,699,556 | ||||
Magellan Midstream Partners, L.P. | 92,000 | 7,334,240 | ||||
MPLX LP | 99,026 | 7,228,898 | ||||
Phillips 66 Partners LP | 53,277 | 3,875,369 | ||||
Plains All American Pipeline, L.P. | 179,229 | 8,414,802 | ||||
Rose Rock Midstream, L.P. | 32,489 | 1,646,218 | ||||
Shell Midstream Partners, L.P. | 30,756 | 1,380,944 | ||||
Shell Midstream Partners, L.P.(6) | 21,139 | 902,847 | ||||
Tesoro Logistics LP | 70,281 | 4,062,945 | ||||
Valero Energy Partners LP | 26,106 | 1,336,888 | ||||
56,723,920 | ||||||
Natural Gas/Natural Gas Liquids Pipelines 6.2%(1) | ||||||
United States 6.2%(1) | ||||||
Columbia Pipeline Partners LP | 35,719 | 966,199 | ||||
Energy Transfer Partners, L.P. | 152,945 | 8,600,097 | ||||
Enterprise Products Partners L.P. | 229,988 | 7,456,211 | ||||
EQT GP Holdings, LP | 8,439 | 271,905 | ||||
EQT Midstream Partners, LP | 24,303 | 2,033,432 | ||||
19,327,844 | ||||||
Natural Gas Gathering/Processing 5.9%(1) | ||||||
United States 5.9%(1) | ||||||
Antero Midstream Partners LP | 38,218 | 1,089,213 | ||||
DCP Midstream Partners, LP | 74,813 | 2,827,931 | ||||
EnLink Midstream Partners, LP | 86,700 | 2,151,894 | ||||
Targa Resources Partners LP | 113,412 | 4,902,801 | ||||
Western Gas Partners, LP | 34,300 | 2,349,550 | ||||
Williams Partners L.P. | 93,954 | 5,250,149 | ||||
18,571,538 | ||||||
Total Master Limited Partnerships | ||||||
and Related Companies (Cost $72,497,511) | 94,623,302 | |||||
Short-Term Investment 0.0%(1) | ||||||
United States Investment Company 0.0%(1) | ||||||
Fidelity Institutional Money Market Portfolio | ||||||
Class I, 0.10%(7) (Cost $72,594) | 72,594 | 72,594 | ||||
Total Investments 120.0%(1) | ||||||
(Cost $378,917,903) | 376,440,853 | |||||
Total Value of Options Written | ||||||
(Premiums received $1,848,992) (0.3)%(1) | (927,072 | ) | ||||
Other Assets and Liabilities (19.7)%(1) | (61,828,974 | ) | ||||
Total Net Assets Applicable to | ||||||
Common Stockholders 100.0%(1) | $ | 313,684,807 |
(1) | Calculated as a percentage of net assets applicable to common stockholders. |
(2) | All or a portion of the security is segregated as collateral for the margin borrowing facility. See Note 10 to the financial statements for further disclosure. |
(3) | All or a portion of the security represents cover for outstanding call option contracts written. |
(4) | Non-income producing security. |
(5) | Security distributions are paid-in-kind. |
(6) | Restricted securities have been fair valued in accordance with procedures approved by the Board of Directors and have a total fair value of $902,847, which represents 0.3% of net assets. See Note 6 to the financial statements for further disclosure. |
(7) | Rate indicated is the current yield as of May 31, 2015. |
See accompanying Notes to Financial Statements.
Tortoise Capital Advisors |
19 |
NDP Schedule of Options
Written (unaudited)
May 31, 2015
Call Options Written | Expiration Date | Strike Price | Contracts | Fair Value | |||||||||||
Anadarko Petroleum Corporation | June 2015 | $ | 95.00 | 3,253 | $ | (29,277 | ) | ||||||||
Antero Resources Corporation | June 2015 | 47.50 | 1,466 | (18,247 | ) | ||||||||||
Cabot Oil & Gas Corporation | June 2015 | 38.20 | 1,419 | (3,302 | ) | ||||||||||
Carrizo Oil & Gas, Inc. | June 2015 | 57.50 | 1,971 | (24,637 | ) | ||||||||||
Chesapeake Energy Corporation | June 2015 | 17.00 | 2,122 | (8,488 | ) | ||||||||||
Cimarex Energy Co. | June 2015 | 125.00 | 824 | (41,200 | ) | ||||||||||
Concho Resources Inc. | June 2015 | 125.00 | 1,072 | (181,168 | ) | ||||||||||
Continental Resources, Inc. | June 2015 | 50.00 | 573 | (22,920 | ) | ||||||||||
Devon Energy Corporation | June 2015 | 70.00 | 1,194 | (20,298 | ) | ||||||||||
Diamondback Energy Inc. | June 2015 | 85.00 | 334 | (15,865 | ) | ||||||||||
Diamondback Energy Inc. | June 2015 | 87.50 | 300 | (12,000 | ) | ||||||||||
Energen Corporation | June 2015 | 75.00 | 767 | (30,680 | ) | ||||||||||
EOG Resources, Inc. | June 2015 | 97.50 | 3,633 | (32,697 | ) | ||||||||||
EQT Corporation | June 2015 | 100.00 | 2,380 | (35,700 | ) | ||||||||||
Hess Corporation | June 2015 | 75.00 | 327 | (2,616 | ) | ||||||||||
Laredo Petroleum, Inc. | June 2015 | 16.00 | 1,945 | (24,313 | ) | ||||||||||
Marathon Oil Corporation | June 2015 | 31.00 | 4,230 | (8,460 | ) | ||||||||||
Newfield Exploration Company | June 2015 | 38.00 | 2,615 | (248,425 | ) | ||||||||||
Noble Energy, Inc. | June 2015 | 48.50 | 2,050 | (50,555 | ) | ||||||||||
Occidental Petroleum Corporation | June 2015 | 82.50 | 1,861 | (40,942 | ) | ||||||||||
Pioneer Natural Resources Company | June 2015 | 170.00 | 1,862 | (42,826 | ) | ||||||||||
Range Resources Corporation | June 2015 | 67.50 | 1,974 | (19,740 | ) | ||||||||||
Suncor Energy Inc. | June 2015 | 33.00 | 3,478 | (6,956 | ) | ||||||||||
Whiting Petroleum Corporation | June 2015 | 39.00 | 1,152 | (5,760 | ) | ||||||||||
Total Value of Call Options Written | |||||||||||||||
(Premiums received $1,848,992) | $ | (927,072 | ) |
See accompanying Notes to Financial Statements.
20 | Tortoise Capital Advisors |
2015 2nd Quarter Report | May 31, 2015
TYG Schedule of
Investments (unaudited)
May 31, 2015
Shares | Fair Value | |||||
Master Limited Partnerships 187.6%(1) | ||||||
Crude/Refined Products Pipelines 91.9%(1) | ||||||
United States 91.9%(1) | ||||||
Buckeye Partners, L.P. | 3,166,352 | $ | 244,854,000 | |||
Enbridge Energy Partners, L.P. | 5,275,583 | 195,671,374 | ||||
Genesis Energy L.P. | 1,440,132 | 70,033,619 | ||||
Holly Energy Partners, L.P. | 1,840,580 | 62,082,763 | ||||
Magellan Midstream Partners, L.P.(2) | 4,694,770 | 374,267,064 | ||||
MPLX LP | 1,496,831 | 109,268,663 | ||||
NuStar Energy L.P. | 805,425 | 50,266,574 | ||||
Phillips 66 Partners LP | 826,605 | 60,127,248 | ||||
Plains All American Pipeline, L.P. | 7,701,078 | 361,565,612 | ||||
Shell Midstream Partners, L.P. | 1,247,645 | 56,019,261 | ||||
Shell Midstream Partners, L.P.(3) | 226,272 | 9,664,077 | ||||
Sunoco Logistics Partners L.P. | 5,978,510 | 236,748,996 | ||||
Tesoro Logistics LP | 2,224,948 | 128,624,244 | ||||
Valero Energy Partners LP | 731,600 | 37,465,236 | ||||
1,996,658,731 | ||||||
Natural Gas/Natural Gas Liquids Pipelines 54.8%(1) | ||||||
United States 54.8%(1) | ||||||
Columbia Pipeline Partners LP | 1,541,584 | 41,699,847 | ||||
Dominion Midstream Partners, LP | 896,190 | 37,783,370 | ||||
Energy Transfer Equity, L.P. | 2,184,000 | 149,975,280 | ||||
Energy Transfer Partners, L.P. | 4,548,995 | 255,789,989 | ||||
Enterprise Products Partners L.P. | 7,690,706 | 249,332,689 | ||||
EQT GP Holdings, LP | 268,960 | 8,665,891 | ||||
EQT Midstream Partners, LP | 1,454,774 | 121,720,941 | ||||
ONEOK Partners, L.P. | 4,247,456 | 165,863,157 | ||||
Spectra Energy Partners, LP | 2,996,394 | 152,816,094 | ||||
Tallgrass Energy Partners, LP | 142,862 | 7,070,240 | ||||
1,190,717,498 | ||||||
Natural Gas Gathering/Processing 40.9%(1) | ||||||
United States 40.9%(1) | ||||||
Antero Midstream Partners LP | 1,614,943 | 46,025,876 | ||||
DCP Midstream Partners, LP | 1,623,254 | 61,359,001 | ||||
EnLink Midstream Partners, LP | 3,368,931 | 83,616,867 | ||||
MarkWest Energy Partners, L.P. | 3,079,827 | 199,049,219 | ||||
Targa Resources Partners LP | 2,869,389 | 124,043,687 | ||||
Western Gas Partners, LP | 2,404,556 | 164,712,086 | ||||
Williams Partners L.P. | 3,744,123 | 209,221,593 | ||||
888,028,329 | ||||||
Total Master Limited Partnerships | ||||||
(Cost $2,321,428,700) | 4,075,404,558 | |||||
Common Stock 0.8%(1) | ||||||
Crude/Refined Products Pipelines 0.8%(1) | ||||||
United States 0.8%(1) | ||||||
Plains GP Holdings, L.P. | ||||||
(Cost $13,184,147) | 630,662 | 17,633,310 | ||||
Short-Term Investment 0.0%(1) | ||||||
United States Investment Company 0.0%(1) | ||||||
Fidelity Institutional Money Market Portfolio | ||||||
Class I, 0.10%(4) (Cost $27,712) | 27,712 | 27,712 | ||||
Total Investments 188.4%(1) | ||||||
(Cost $2,334,640,559) | 4,093,065,580 | |||||
Interest Rate Swap Contracts (0.0)%(1) | ||||||
$20,000,000 notional unrealized depreciation(5) | (526,491 | ) | ||||
Other Assets and Liabilities (49.7)%(1) | (1,079,862,977 | ) | ||||
Senior Notes (25.1)%(1) | (545,000,000 | ) | ||||
Mandatory Redeemable Preferred Stock | ||||||
at Liquidation Value (13.6)%(1) | (295,000,000 | ) | ||||
Total Net Assets Applicable to | ||||||
Common Stockholders 100.0%(1) | $ | 2,172,676,112 |
(1) | Calculated as a percentage of net assets applicable to common stockholders. |
(2) | A portion of the security is segregated as collateral for the unrealized depreciation of interest rate swap contracts of $526,491. |
(3) | Restricted securities have been fair valued in accordance with procedures approved by the Board of Directors and have a total fair value of $9,664,077, which represents 0.4% of net assets. See Note 6 to the financial statements for further disclosure. |
(4) | Rate indicated is the current yield as of May 31, 2015. |
(5) | See Note 11 to the financial statements for further disclosure. |
See accompanying Notes to Financial Statements.
Tortoise Capital Advisors |
21 |
NTG Schedule of
Investments (unaudited)
May 31, 2015
Shares | Fair Value | |||||
Master Limited Partnerships 163.4%(1) | ||||||
Natural Gas/Natural Gas Liquids Pipelines 67.4%(1) | ||||||
United States 67.4%(1) | ||||||
Columbia Pipeline Partners LP | 1,183,684 | $ | 32,018,652 | |||
Dominion Midstream Partners, LP | 548,376 | 23,119,532 | ||||
Energy Transfer Partners, L.P. | 3,602,953 | 202,594,047 | ||||
Enterprise Products Partners L.P. | 5,680,166 | 184,150,982 | ||||
EQT GP Holdings, LP | 136,622 | 4,401,961 | ||||
EQT Midstream Partners, LP | 980,999 | 82,080,186 | ||||
ONEOK Partners, L.P. | 3,468,462 | 135,443,441 | ||||
Spectra Energy Partners, LP | 3,674,539 | 187,401,489 | ||||
Tallgrass Energy Partners, LP | 72,354 | 3,580,799 | ||||
854,791,089 | ||||||
Natural Gas Gathering/Processing 47.4%(1) | ||||||
United States 47.4%(1) | ||||||
Antero Midstream Partners LP | 855,450 | 24,380,325 | ||||
DCP Midstream Partners, LP | 853,057 | 32,245,555 | ||||
EnLink Midstream Partners, LP | 2,991,838 | 74,257,419 | ||||
MarkWest Energy Partners, L.P. | 1,784,269 | 115,317,305 | ||||
Summit Midstream Partners LP | 532,573 | 17,910,430 | ||||
Targa Resources Partners LP | 2,027,237 | 87,637,456 | ||||
Western Gas Partners, LP | 1,474,485 | 101,002,223 | ||||
Williams Partners L.P. | 2,657,627 | 148,508,197 | ||||
601,258,910 | ||||||
Crude/Refined Products Pipelines 48.6%(1) | ||||||
United States 48.6%(1) | ||||||
Buckeye Partners, L.P. | 1,177,855 | 91,083,527 | ||||
Enbridge Energy Partners, L.P. | 2,141,040 | 79,411,174 | ||||
Genesis Energy L.P. | 209,788 | 10,201,990 | ||||
Holly Energy Partners, L.P. | 1,147,262 | 38,697,147 | ||||
Magellan Midstream Partners, L.P. | 928,347 | 74,007,823 | ||||
MPLX LP | 475,904 | 34,740,992 | ||||
NuStar Energy L.P. | 512,742 | 32,000,228 | ||||
Phillips 66 Partners LP | 353,692 | 25,727,556 | ||||
Plains All American Pipeline, L.P. | 1,983,429 | 93,121,992 | ||||
Shell Midstream Partners, L.P. | 660,042 | 29,635,886 | ||||
Shell Midstream Partners, L.P.(2) | 114,978 | 4,910,710 | ||||
Sunoco Logistics Partners L.P. | 1,220,247 | 48,321,781 | ||||
Tesoro Logistics LP | 693,480 | 40,090,079 | ||||
Valero Energy Partners LP | 289,300 | 14,815,053 | ||||
616,765,938 | ||||||
Total Master Limited Partnerships | ||||||
(Cost $1,445,660,213) | 2,072,815,937 | |||||
Common Stock 1.4%(1) | ||||||
Natural Gas/Natural Gas Liquid Pipelines 1.4%(1) | ||||||
United States 1.4%(1) | ||||||
Kinder Morgan, Inc. | ||||||
(Cost $15,054,427) | 442,707 | 18,367,914 | ||||
Short-Term Investment 0.0%(1) | ||||||
United States Investment Company 0.0%(1) | ||||||
Fidelity Institutional Money Market Portfolio | ||||||
Class I, 0.10%(3) (Cost $78,431) | 78,431 | 78,431 | ||||
Total Investments 164.8%(1) | ||||||
(Cost $1,460,793,071) | 2,091,262,282 | |||||
Other Assets and Liabilities (30.3)%(1) | (384,443,277 | ) | ||||
Senior Notes (27.4)%(1) | (348,000,000 | ) | ||||
Mandatory Redeemable Preferred Stock | ||||||
at Liquidation Value (7.1)%(1) | (90,000,000 | ) | ||||
Total Net Assets Applicable to | ||||||
Common Stockholders 100.0%(1) | $ | 1,268,819,005 |
(1) | Calculated as a percentage of net assets applicable to common stockholders. |
(2) | Restricted securities have been fair valued in accordance with procedures approved by the Board of Directors and have a total fair value of $4,910,710, which represents 0.4% of net assets. See Note 6 to the financial statements for further disclosure. |
(3) | Rate indicated is the current yield as of May 31, 2015. |
See accompanying Notes to Financial Statements.
22 | Tortoise Capital Advisors |
2015 2nd Quarter Report | May 31, 2015
TTP Schedule of
Investments (unaudited)
May 31, 2015
Shares | Fair Value | |||
Common Stock 90.5%(1) | ||||
Crude/Refined Products Pipelines 12.2%(1) | ||||
Canada 8.3%(1) | ||||
Enbridge Inc. | 333,377 | $ | 15,975,426 | |
Inter Pipeline Ltd. | 388,462 | 9,664,695 | ||
Pembina Pipeline Corporation | 30,265 | 975,654 | ||
United States 3.9%(1) | ||||
Plains GP Holdings, L.P. | 370,961 | 10,372,070 | ||
VTTI Energy Partners LP | 88,441 | 2,289,737 | ||
39,277,582 | ||||
Local Distribution Companies 11.6%(1) | ||||
United States 11.6%(1) | ||||
CenterPoint Energy, Inc. | 253,253 | 5,158,764 | ||
NiSource Inc. | 683,109 | 32,229,083 | ||
37,387,847 | ||||
Marine Transportation 1.6%(1) | ||||
Republic of the Marshall Islands 1.6%(1) | ||||
Teekay Offshore Partners L.P. | 223,330 | 4,991,425 | ||
Natural Gas Gathering Pipelines 17.6%(1) | ||||
United States 17.6%(1) | ||||
Targa Resources Corp. | 172,680 | 15,877,926 | ||
The Williams Companies, Inc. | 802,105 | 40,987,565 | ||
56,865,491 | ||||
Natural Gas/Natural Gas Liquids Pipelines 35.0%(1) | ||||
Canada 7.6%(1) | ||||
TransCanada Corporation | 561,318 | 24,344,362 | ||
United States 27.4%(1) | ||||
Kinder Morgan, Inc. | 820,870 | 34,057,896 | ||
ONEOK, Inc. | 492,706 | 20,654,236 | ||
Spectra Energy Corp | 958,996 | 33,727,889 | ||
112,784,383 | ||||
Oil and Gas Production 12.5%(1) | ||||
United States 12.5%(1) | ||||
Anadarko Petroleum Corporation(2) | 31,400 | 2,625,354 | ||
Antero Resources Corporation(2)(3) | 24,100 | 964,241 | ||
Cabot Oil & Gas Corporation(2) | 115,900 | 3,935,964 | ||
Carrizo Oil & Gas, Inc.(2)(3) | 14,600 | 732,336 | ||
Chesapeake Energy Corporation(2) | 48,100 | 678,691 | ||
Cimarex Energy Co.(2) | 19,500 | 2,252,445 | ||
Concho Resources Inc.(2)(3) | 26,000 | 3,127,800 | ||
Continental Resources, Inc.(2)(3) | 42,100 | 1,918,076 | ||
Diamondback Energy, Inc.(2)(3) | 10,400 | 809,224 | ||
EOG Resources, Inc.(2) | 53,700 | 4,762,653 | ||
EP Energy Corporation(3) | 41,200 | 541,780 | ||
Hess Corporation(2) | 12,400 | 837,248 | ||
Laredo Petroleum, Inc.(2)(3) | 61,400 | 836,268 | ||
Marathon Oil Corporation(2) | 112,800 | 3,067,032 | ||
Newfield Exploration Company(2)(3) | 40,400 | 1,527,524 | ||
Noble Energy, Inc.(2) | 44,400 | 1,943,832 | ||
Occidental Petroleum Corporation(2) | 30,100 | 2,353,519 | ||
Pioneer Natural Resources Company(2) | 27,700 | 4,094,891 | ||
Range Resources Corporation(2) | 40,500 | 2,244,105 | ||
Whiting Petroleum Corporation(2)(3) | 28,300 | 933,617 | ||
40,186,600 | ||||
Total Common Stock | ||||
(Cost $244,420,507) | 291,493,328 | |||
Master Limited Partnerships | ||||
and Related Companies 37.7%(1) | ||||
Crude/Refined Products Pipelines 21.9%(1) | ||||
United States 21.9%(1) | ||||
Buckeye Partners, L.P. | 83,000 | 6,418,390 | ||
Enbridge Energy Management, L.L.C.(4) | 567,213 | 20,499,090 | ||
Genesis Energy L.P. | 18,700 | 909,381 | ||
Magellan Midstream Partners, L.P. | 105,144 | 8,382,080 | ||
MPLX LP | 102,268 | 7,465,564 | ||
Phillips 66 Partners LP | 59,100 | 4,298,934 | ||
Plains All American Pipeline, L.P. | 194,400 | 9,127,080 | ||
Shell Midstream Partners, L.P. | 32,430 | 1,456,107 | ||
Shell Midstream Partners, L.P.(5) | 23,022 | 983,270 | ||
Sunoco Logistics Partners L.P. | 148,800 | 5,892,480 | ||
Tesoro Logistics LP | 65,487 | 3,785,803 | ||
Valero Energy Partners LP | 23,059 | 1,180,851 | ||
70,399,030 |
See accompanying
Notes to Financial Statements. |
|
Tortoise Capital Advisors | 23 |
TTP Schedule of
Investments (unaudited)
(continued)
May 31, 2015
Shares | Fair Value | ||||
Natural Gas/Natural Gas Liquids Pipelines 9.0%(1) | |||||
United States 9.0%(1) | |||||
Columbia Pipeline Partners LP | 38,484 | $ | 1,040,992 | ||
Energy Transfer Partners, L.P. | 229,793 | 12,921,260 | |||
Enterprise Products Partners L.P. | 291,728 | 9,457,822 | |||
EQT GP Holdings, LP | 9,156 | 295,006 | |||
EQT Midstream Partners, LP | 39,613 | 3,314,420 | |||
ONEOK Partners, L.P. | 48,900 | 1,909,545 | |||
28,939,045 | |||||
Natural Gas Gathering/Processing 6.8%(1) | |||||
United States 6.8%(1) | |||||
Antero Midstream Partners LP | 40,013 | 1,140,371 | |||
DCP Midstream Partners, LP | 87,593 | 3,311,015 | |||
EnLink Midstream Partners, LP | 55,955 | 1,388,803 | |||
MarkWest Energy Partners, L.P. | 87,300 | 5,642,199 | |||
Targa Resources Partners LP | 70,000 | 3,026,100 | |||
Western Gas Equity Partners, LP | 46,500 | 2,978,325 | |||
Western Gas Partners, LP | 66,387 | 4,547,510 | |||
22,034,323 | |||||
Total Master Limited Partnerships | |||||
and Related Companies (Cost $86,612,459) | 121,372,398 | ||||
Short-Term Investment 0.0%(1) | |||||
United States Investment Company 0.0%(1) | |||||
Fidelity Institutional Money Market Portfolio | |||||
Class I, 0.10%(6) (Cost $64,929) | 64,929 | 64,929 | |||
Total Investments 128.2%(1) | |||||
(Cost $331,097,895) | 412,930,655 | ||||
Senior Notes (16.7)%(1) | (54,000,000 | ) | |||
Mandatory Redeemable Preferred Stock | |||||
at Liquidation Value (5.0)%(1) | (16,000,000 | ) | |||
Total Value of Options Written | |||||
(Premiums received $422,743) (0.1)%(1) | (196,578 | ) | |||
Other Assets and Liabilities (6.4)%(1) | (20,519,231 | ) | |||
Total Net Assets Applicable to | |||||
Common Stockholders 100.0%(1) | $ | 322,214,846 |
(1) | Calculated as a percentage of net assets applicable to common stockholders. |
(2) | All or a portion of the security represents cover for outstanding call option contracts written. |
(3) | Non-income producing security. |
(4) | Security distributions are paid-in-kind. |
(5) | Restricted securities have been fair valued in accordance with procedures approved by the Board of Directors and have a total fair value of $983,270, which represents 0.3% of net assets. See Note 6 to the financial statements for further disclosure. |
(6) | Rate indicated is the current yield as of May 31, 2015. |
See accompanying
Notes to Financial Statements. |
|
24 | Tortoise Capital Advisors |
2015 2nd Quarter Report | May 31, 2015
TTP Schedule of
Options Written (unaudited)
May 31,
2015
Call Options Written | Expiration Date | Strike Price | Contracts | Fair Value | |||||||||||
Anadarko Petroleum Corporation | June 2015 | $ | 95.00 | 314 | $ | (2,826 | ) | ||||||||
Antero Resources Corporation | June 2015 | 47.50 | 241 | (3,000 | ) | ||||||||||
Cabot Oil & Gas Corporation | June 2015 | 38.20 | 1,159 | (2,697 | ) | ||||||||||
Carrizo Oil & Gas, Inc. | June 2015 | 57.50 | 146 | (1,825 | ) | ||||||||||
Chesapeake Energy Corporation | June 2015 | 17.00 | 481 | (1,924 | ) | ||||||||||
Cimarex Energy Co. | June 2015 | 125.00 | 195 | (9,750 | ) | ||||||||||
Concho Resources Inc. | June 2015 | 125.00 | 260 | (43,940 | ) | ||||||||||
Continental Resources, Inc. | June 2015 | 50.00 | 421 | (16,840 | ) | ||||||||||
Diamondback Energy, Inc. | June 2015 | 85.00 | 104 | (4,940 | ) | ||||||||||
EOG Resources, Inc. | June 2015 | 97.50 | 537 | (4,833 | ) | ||||||||||
Hess Corporation | June 2015 | 75.00 | 124 | (992 | ) | ||||||||||
Laredo Petroleum, Inc. | June 2015 | 15.00 | 614 | (15,350 | ) | ||||||||||
Marathon Oil Corporation | June 2015 | 30.00 | 1,128 | (5,076 | ) | ||||||||||
Newfield Exploration Company | June 2015 | 38.00 | 404 | (38,380 | ) | ||||||||||
Noble Energy, Inc. | June 2015 | 50.00 | 444 | (5,550 | ) | ||||||||||
Occidental Petroleum Corporation | June 2015 | 80.00 | 301 | (18,060 | ) | ||||||||||
Pioneer Natural Resources Company | June 2015 | 165.00 | 277 | (11,080 | ) | ||||||||||
Range Resources Corporation | June 2015 | 65.00 | 405 | (8,100 | ) | ||||||||||
Whiting Petroleum Corporation | June 2015 | 39.00 | 283 | (1,415 | ) | ||||||||||
Total Value of Call Options Written | |||||||||||||||
(Premiums received $422,743) | $ | (196,578 | ) |
See accompanying
Notes to Financial Statements. |
|
Tortoise Capital Advisors | 25 |
TPZ Schedule of
Investments (unaudited)
May 31, 2015
Principal | |||||
Amount | Fair Value | ||||
Corporate Bonds 66.0%(1) | |||||
Crude/Refined Products Pipelines 5.1%(1) | |||||
Canada 2.3%(1) | |||||
Gibson Energy Inc., | |||||
6.750%, 07/15/2021(2) | $ | 4,500,000 | $ | 4,680,000 | |
United States 2.8%(1) | |||||
SemGroup Corp., | |||||
7.500%, 06/15/2021 | 5,450,000 | 5,749,750 | |||
10,429,750 | |||||
Local Distribution Companies 6.0%(1) | |||||
United States 6.0%(1) | |||||
CenterPoint Energy, Inc., | |||||
6.500%, 05/01/2018(3) | 4,000,000 | 4,523,164 | |||
NiSource Finance Corp., | |||||
6.400%, 03/15/2018(3) | 1,393,000 | 1,575,001 | |||
Source Gas, LLC, | |||||
5.900%, 04/01/2017(2)(3) | 5,770,000 | 6,133,781 | |||
12,231,946 | |||||
Natural Gas/Natural Gas Liquids Pipelines 17.5%(1) | |||||
Canada 3.5%(1) | |||||
TransCanada Corporation, | |||||
5.625%, 05/20/2075 | 7,000,000 | 7,122,500 | |||
United States 14.0%(1) | |||||
Columbia Pipeline Group, Inc., | |||||
3.300%, 06/01/2020(2) | 2,000,000 | 2,015,896 | |||
Florida Gas Transmission Co., LLC, | |||||
5.450%, 07/15/2020(2)(3) | 1,500,000 | 1,677,480 | |||
Kinder Morgan, Inc., | |||||
6.500%, 09/15/2020(3) | 6,000,000 | 6,945,846 | |||
Midcontinent Express Pipeline LLC, | |||||
6.700%, 09/15/2019(2) | 6,000,000 | 6,487,500 | |||
ONEOK, Inc., | |||||
4.250%, 02/01/2022 | 4,500,000 | 4,376,560 | |||
Ruby Pipeline, LLC, | |||||
6.000%, 04/01/2022(2)(3) | 1,500,000 | 1,654,422 | |||
Southern Star Central Corp., | |||||
5.125%, 07/15/2022(2) | 3,000,000 | 3,135,000 | |||
Southern Star Central Gas Pipeline, Inc., | |||||
6.000%, 06/01/2016(2)(3) | 2,000,000 | 2,077,412 | |||
35,492,616 | |||||
Natural Gas Gathering/Processing 4.1%(1) | |||||
United States 4.1%(1) | |||||
DCP Midstream LLC, | |||||
9.750%, 03/15/2019(2)(3) | 3,000,000 | 3,497,430 | |||
The Williams Companies, Inc., | |||||
7.875%, 09/01/2021 | 4,000,000 | 4,893,400 | |||
8,390,830 | |||||
Oil and Gas Exploration and Production 8.3%(1) | |||||
United States 8.3%(1) | |||||
Carrizo Oil & Gas, Inc., | |||||
7.500%, 09/15/2020 | 2,000,000 | 2,117,500 | |||
Chesapeake Energy Corporation, | |||||
7.250%, 12/15/2018 | 3,500,000 | 3,771,250 | |||
Concho Resources Inc., | |||||
5.500%, 04/01/2023 | 2,000,000 | 2,030,000 | |||
EP Energy / EP Finance Inc., | |||||
9.375%, 05/01/2020 | 3,000,000 | 3,258,750 | |||
EQT Corporation, | |||||
6.500%, 04/01/2018 | 2,000,000 | 2,220,340 | |||
EQT Corporation, | |||||
8.125%, 06/01/2019 | 2,000,000 | 2,382,796 | |||
Range Resources Corporation, | |||||
5.000%, 03/15/2023 | 1,000,000 | 1,000,000 | |||
16,780,636 | |||||
Oilfield Services 1.8%(1) | |||||
United States 1.8%(1) | |||||
Pride International, Inc., | |||||
8.500%, 06/15/2019(3) | 3,000,000 | 3,574,659 | |||
Power/Utility 23.2%(1) | |||||
United States 23.2%(1) | |||||
The AES Corporation, | |||||
5.500%, 04/15/2025 | 5,000,000 | 4,912,500 | |||
CMS Energy Corp., | |||||
8.750%, 06/15/2019 | 5,185,000 | 6,448,154 | |||
CMS Energy Corp., | |||||
5.050%, 03/15/2022 | 2,000,000 | 2,231,188 | |||
Dominion Resources, Inc., | |||||
5.750%, 10/01/2054 | 4,000,000 | 4,284,668 | |||
Duquesne Light Holdings, Inc., | |||||
6.400%, 09/15/2020(2) | 3,000,000 | 3,525,339 | |||
Duquesne Light Holdings, Inc., | |||||
5.900%, 12/01/2021(2) | 2,000,000 | 2,323,402 | |||
Integrys Energy Group, Inc., | |||||
6.110%, 12/01/2066(3) | 3,750,000 | 3,562,500 | |||
NextEra Energy Capital Holdings, Inc., | |||||
6.650%, 06/15/2067 | 1,029,000 | 962,115 | |||
NRG Energy, Inc., | |||||
6.250%, 07/15/2022 | 6,000,000 | 6,285,000 | |||
NRG Yield Operating LLC, | |||||
5.375%, 08/15/2024(2) | 2,500,000 | 2,575,000 | |||
NV Energy, Inc., | |||||
6.250%, 11/15/2020(3) | 1,000,000 | 1,173,344 | |||
PPL Capital Funding, Inc., | |||||
6.700%, 03/30/2067(3) | 6,000,000 | 5,515,422 | |||
Wisconsin Energy Corp., | |||||
6.250%, 05/15/2067 | 3,450,000 | 3,324,938 | |||
47,123,570 | |||||
Total Corporate Bonds | |||||
(Cost $126,201,446) | 134,024,007 |
See accompanying
Notes to Financial Statements. |
|
26 | Tortoise Capital Advisors |
2015 2nd Quarter Report | May 31, 2015
TPZ Schedule of
Investments (unaudited)
(continued)
May 31, 2015
Shares | Fair Value | ||||
Master Limited Partnerships | |||||
and Related Companies 35.9%(1) | |||||
Crude/Refined Products Pipelines 21.5%(1) | |||||
United States 21.5%(1) | |||||
Buckeye Partners, L.P.(3) | 46,153 | $ | 3,569,011 | ||
Enbridge Energy Management, L.L.C.(3)(4) | 397,576 | 14,368,408 | |||
Genesis Energy, L.P. | 11,800 | 573,834 | |||
Holly Energy Partners, L.P. | 36,311 | 1,224,770 | |||
Magellan Midstream Partners, L.P. | 59,790 | 4,766,459 | |||
MPLX LP | 17,726 | 1,293,998 | |||
NuStar Energy L.P.(3) | 20,684 | 1,290,888 | |||
Phillips 66 Partners LP | 15,500 | 1,127,470 | |||
Plains All American Pipeline, L.P. | 122,726 | 5,761,986 | |||
Shell Midstream Partners, L.P. | 18,024 | 809,278 | |||
Shell Midstream Partners, L.P.(2) | 13,903 | 593,797 | |||
Sunoco Logistics Partners L.P.(3) | 124,035 | 4,911,786 | |||
Tesoro Logistics LP | 44,417 | 2,567,747 | |||
Valero Energy Partners LP | 13,794 | 706,391 | |||
43,565,823 | |||||
Natural Gas/Natural Gas Liquids Pipelines 9.1%(1) | |||||
United States 9.1%(1) | |||||
Columbia Pipeline Partners LP | 22,959 | 621,041 | |||
Energy Transfer Equity, L.P. | 33,384 | 2,292,479 | |||
Energy Transfer Partners, L.P.(3) | 101,200 | 5,690,476 | |||
Enterprise Products Partners L.P. | 164,409 | 5,330,140 | |||
EQT GP Holdings, LP | 5,552 | 178,885 | |||
EQT Midstream Partners, LP | 24,627 | 2,060,541 | |||
ONEOK Partners, L.P. | 61,203 | 2,389,977 | |||
18,563,539 | |||||
Natural Gas Gathering/Processing 5.3%(1) | |||||
United States 5.3%(1) | |||||
Antero Midstream Partners LP | 22,434 | 639,369 | |||
DCP Midstream Partners, LP | 52,040 | 1,967,112 | |||
EnLink Midstream Partners, LP | 22,400 | 555,968 | |||
MarkWest Energy Partners, L.P. | 56,700 | 3,664,521 | |||
Targa Resources Partners LP | 86,500 | 3,739,395 | |||
Western Gas Partners, LP | 3,452 | 236,462 | |||
10,802,827 | |||||
Total Master Limited Partnerships | |||||
and Related Companies (Cost $32,949,668) | 72,932,189 | ||||
Common Stock 22.2%(1) | |||||
Natural Gas/Natural Gas Liquids Pipelines 7.6%(1) | |||||
Canada 0.2%(1) | |||||
TransCanada Corporation | 10,699 | 464,016 | |||
United States 7.4%(1) | |||||
Kinder Morgan, Inc.(3) | 259,032 | 10,747,238 | |||
ONEOK, Inc. | 37,024 | 1,552,046 | |||
Spectra Energy Corp | 78,095 | 2,746,601 | |||
15,509,901 | |||||
Power/Utility 12.9%(1) | |||||
United Kingdom 0.9%(1) | |||||
Abengoa Yield plc | 45,900 | 1,764,396 | |||
United States 12.0%(1) | |||||
InfraREIT, Inc. | 184,668 | 5,595,440 | |||
NextEra Energy Partners, LP | 79,127 | 3,738,751 | |||
NRG Yield, Inc. | 189,853 | 5,139,321 | |||
TerraForm Power, Inc.(5) | 247,822 | 9,945,097 | |||
26,183,005 | |||||
Natural Gas Gathering/Processing 1.7%(1) | |||||
United States 1.7%(1) | |||||
The Williams Companies, Inc. | 66,513 | 3,398,814 | |||
Total Common Stock (Cost $32,226,988) | 45,091,720 | ||||
Short-Term Investment 0.0%(1) | |||||
United States Investment Company 0.0%(1) | |||||
Fidelity Institutional Money Market Portfolio | |||||
Class I, 0.10%(6) (Cost $33,299) | 33,299 | 33,299 | |||
Total Investments 124.1%(1) | |||||
(Cost $191,411,401) | 252,081,215 | ||||
Interest Rate Swap Contracts (0.2)%(1) | |||||
$26,000,000 notional unrealized depreciation(7) | (376,027 | ) | |||
Other Assets and Liabilities (23.9)%(1) | (48,497,335 | ) | |||
Total Net Assets Applicable to | |||||
Common Stockholders 100.0%(1) | $ | 203,207,853 |
(1) | Calculated as a percentage of net assets applicable to common stockholders. |
(2) | Restricted securities have been valued in accordance with fair value procedures, as more fully described in Note 2 to the financial statements and have a total fair value of $40,376,459, which represents 19.9% of net assets. See Note 6 to the financial statements for further disclosure. |
(3) | All or a portion of the security is segregated as collateral for the margin borrowing facility. See Note 10 to the financial statements for further disclosure. |
(4) | Security distributions are paid-in-kind. |
(5) | A portion of the security is segregated as collateral for the unrealized depreciation of interest rate swap contracts of $376,027. |
(6) | Rate indicated is the current yield as of May 31, 2015. |
(7) | See Note 11 to the financial statements for further disclosure. |
See accompanying
Notes to Financial Statements. |
|
Tortoise Capital Advisors | 27 |
Statements of
Assets & Liabilities (unaudited)
May 31, 2015
Tortoise Energy | Tortoise Energy | ||||||||
Independence | Infrastructure | ||||||||
Fund, Inc. | Corp. | ||||||||
Assets | |||||||||
Investments at fair value(1) | $ | 376,440,853 | $ | 4,093,065,580 | |||||
Receivable for Adviser fee waiver | 65,278 | | |||||||
Receivable for investments sold | | 59,129 | |||||||
Dividends, distributions and interest receivable from investments | 302,818 | | |||||||
Current tax asset | | 3,102,072 | |||||||
Prepaid expenses and other assets | 46,860 | 6,288,761 | |||||||
Total assets | 376,855,809 | 4,102,515,542 | |||||||
Liabilities | |||||||||
Call options written, at fair value(2) | 927,072 | | |||||||
Payable to Adviser | 718,055 | 6,388,547 | |||||||
Accrued directors fees and expenses | 6,315 | 3,144 | |||||||
Payable for investments purchased | | 639,585 | |||||||
Accrued expenses and other liabilities | 119,560 | 9,547,704 | |||||||
Unrealized depreciation of interest rate swap contracts | | 526,491 | |||||||
Deferred tax liability | | 912,033,959 | |||||||
Credit facility borrowings | 61,400,000 | 160,700,000 | |||||||
Senior notes | | 545,000,000 | |||||||
Mandatory redeemable preferred stock | | 295,000,000 | |||||||
Total liabilities | 63,171,002 | 1,929,839,430 | |||||||
Net assets applicable to common stockholders | $ | 313,684,807 | $ | 2,172,676,112 | |||||
Net Assets Applicable to Common Stockholders Consist of: | |||||||||
Capital stock, $0.001 par value per share | $ | 14,516 | $ | 48,017 | |||||
Additional paid-in capital | 332,208,488 | 1,133,031,164 | |||||||
Accumulated net investment loss, net of income taxes | | (154,735,015 | ) | ||||||
Undistributed (accumulated) net realized gain (loss), net of income taxes | (16,982,393 | ) | 632,767,104 | ||||||
Net unrealized appreciation (depreciation), net of income taxes | (1,555,804 | ) | 561,564,842 | ||||||
Net assets applicable to common stockholders | $ | 313,684,807 | $ | 2,172,676,112 | |||||
Capital shares: | |||||||||
Authorized | 100,000,000 | 100,000,000 | |||||||
Outstanding | 14,516,071 | 48,016,591 | |||||||
Net Asset Value per common share outstanding (net assets applicable | |||||||||
to common stock, divided by common shares outstanding) | $ | 21.61 | $ | 45.25 | |||||
(1) Investments at cost | $ | 378,917,903 | $ | 2,334,640,559 | |||||
(2) Call options written, premiums received | $ | 1,848,992 | $ | |
See accompanying
Notes to Financial Statements. |
|
28 | Tortoise Capital Advisors |
2015 2nd Quarter Report | May 31, 2015
Tortoise Power | |||||||||
Tortoise Pipeline | and Energy | ||||||||
Tortoise MLP | & Energy | Infrastructure | |||||||
Fund, Inc. | Fund, Inc. | Fund, Inc. | |||||||
$ | 2,091,262,282 | $ | 412,930,655 | $ | 252,081,215 | ||||
176,321 | 70,893 | | |||||||
257,957 | 3,649,592 | | |||||||
| 585,971 | 2,352,313 | |||||||
1,000 | | | |||||||
1,264,194 | 351,841 | 73,362 | |||||||
2,092,961,754 | 417,588,952 | 254,506,890 | |||||||
| 196,578 | | |||||||
3,350,097 | 779,817 | 403,107 | |||||||
3,909 | 6,022 | 6,370 | |||||||
323,844 | 3,822,639 | | |||||||
3,330,514 | 669,050 | 113,533 | |||||||
| | 376,027 | |||||||
304,434,385 | | | |||||||
74,700,000 | 19,900,000 | 50,400,000 | |||||||
348,000,000 | 54,000,000 | | |||||||
90,000,000 | 16,000,000 | | |||||||
824,142,749 | 95,374,106 | 51,299,037 | |||||||
$ | 1,268,819,005 | $ | 322,214,846 | $ | 203,207,853 | ||||
$ | 47,000 | $ | 10,016 | $ | 6,951 | ||||
757,945,950 | 235,099,790 | 129,482,470 | |||||||
(86,286,179 | ) | | | ||||||
196,653,709 | 5,050,932 | 13,424,585 | |||||||
400,458,525 | 82,054,108 | 60,293,847 | |||||||
$ | 1,268,819,005 | $ | 322,214,846 | $ | 203,207,853 | ||||
100,000,000 | 100,000,000 | 100,000,000 | |||||||
47,000,211 | 10,016,413 | 6,951,333 | |||||||
$ | 27.00 | $ | 32.17 | $ | 29.23 | ||||
$ | 1,460,793,071 | $ | 331,097,895 | $ | 191,411,401 | ||||
$ | | $ | 422,743 | $ | |
See accompanying
Notes to Financial Statements. |
|
Tortoise Capital Advisors | 29 |
Statements of
Operations (unaudited)
Period from December 1, 2014 through May 31, 2015
Tortoise Energy | Tortoise Energy | ||||||
Independence | Infrastructure | ||||||
Fund, Inc. | Corp. | ||||||
Investment Income | |||||||
Distributions from master limited partnerships | $ | 1,907,105 | $ | 103,366,831 | |||
Dividends and distributions from common stock | 1,934,667 | 268,031 | |||||
Less return of capital on distributions | (2,093,902 | ) | (86,191,651 | ) | |||
Less foreign taxes withheld | (114,094 | ) | | ||||
Net dividends and distributions from investments | 1,633,776 | 17,443,211 | |||||
Interest from corporate bonds | | | |||||
Dividends from money market mutual funds | 75 | 55 | |||||
Total Investment Income | 1,633,851 | 17,443,266 | |||||
Operating Expenses | |||||||
Advisory fees | 2,091,097 | 18,894,427 | |||||
Administrator fees | 76,499 | 289,721 | |||||
Directors fees | 55,491 | 151,966 | |||||
Professional fees | 71,629 | 146,050 | |||||
Stockholder communication expenses | 36,208 | 121,024 | |||||
Custodian fees and expenses | 11,790 | 84,269 | |||||
Fund accounting fees | 27,148 | 55,134 | |||||
Registration fees | 12,198 | 38,299 | |||||
Franchise fees | | 26,047 | |||||
Stock transfer agent fees | 6,381 | 12,054 | |||||
Other operating expenses | 22,614 | 79,550 | |||||
Total Operating Expenses | 2,411,055 | 19,898,541 | |||||
Leverage Expenses | |||||||
Interest expense | 289,061 | 11,245,560 | |||||
Distributions to mandatory redeemable preferred stockholders | | 6,062,808 | |||||
Amortization of debt issuance costs | | 449,324 | |||||
Other leverage expenses | | 235,989 | |||||
Total Leverage Expenses | 289,061 | 17,993,681 | |||||
Total Expenses | 2,700,116 | 37,892,222 | |||||
Less fees waived by Adviser | (206,048 | ) | | ||||
Net Expenses | 2,494,068 | 37,892,222 | |||||
Net Investment Income (Loss), before Income Taxes | (860,217 | ) | (20,448,956 | ) | |||
Deferred tax benefit | | 5,241,447 | |||||
Net Investment Income (Loss) | (860,217 | ) | (15,207,509 | ) | |||
Realized and Unrealized Gain (Loss) on Investments and Interest Rate Swaps | |||||||
Net realized gain (loss) on investments | (14,119,417 | ) | 201,656,910 | ||||
Net realized gain on options | 339,738 | | |||||
Net realized loss on interest rate swap settlements | | (182,193 | ) | ||||
Net realized loss on termination of interest rate swap contracts | | (4,690,062 | ) | ||||
Net realized loss on foreign currency and translation of other assets | |||||||
and liabilities denominated in foreign currency | (7,365 | ) | | ||||
Net realized gain (loss), before income taxes | (13,787,044 | ) | 196,784,655 | ||||
Current tax expense | | (8,792,958 | ) | ||||
Deferred tax expense | | (64,438,759 | ) | ||||
Income tax expense | | (73,231,717 | ) | ||||
Net realized gain (loss) | (13,787,044 | ) | 123,552,938 | ||||
Net unrealized appreciation (depreciation) of investments | 10,883,668 | (389,298,799 | ) | ||||
Net unrealized depreciation of options | (308,528 | ) | | ||||
Net unrealized appreciation (depreciation) of interest rate swap contracts | | 2,212,315 | |||||
Net unrealized appreciation (depreciation) of other assets | |||||||
and liabilities due to foreign currency translation | 872 | | |||||
Net unrealized appreciation (depreciation), before income taxes | 10,576,012 | (387,086,484 | ) | ||||
Deferred tax benefit | | 144,050,905 | |||||
Net unrealized appreciation (depreciation) | 10,576,012 | (243,035,579 | ) | ||||
Net Realized and Unrealized Loss | (3,211,032 | ) | (119,482,641 | ) | |||
Net Increase (Decrease) in Net Assets Applicable to Common Stockholders | |||||||
Resulting from Operations | $ | (4,071,249 | ) | $ | (134,690,150 | ) |
See accompanying
Notes to Financial Statements. |
|
30 | Tortoise Capital Advisors |
2015 2nd Quarter Report | May 31, 2015
Tortoise Power | |||||||||||
Tortoise Pipeline | and Energy | ||||||||||
Tortoise MLP | & Energy | Infrastructure | |||||||||
Fund, Inc. | Fund, Inc. | Fund, Inc. | |||||||||
$ | 56,787,194 | $ | 2,554,565 | $ | 1,494,561 | ||||||
411,718 | 5,282,554 | 785,657 | |||||||||
(46,036,209 | ) | (2,618,745 | ) | (980,425 | ) | ||||||
| (146,985 | ) | (3,231 | ) | |||||||
11,162,703 | 5,071,389 | 1,296,562 | |||||||||
| | 3,837,291 | |||||||||
46 | 70 | 58 | |||||||||
11,162,749 | 5,071,459 | 5,133,911 | |||||||||
10,038,287 | 2,289,200 | 1,185,047 | |||||||||
240,091 | 83,703 | 52,506 | |||||||||
106,757 | 55,491 | 42,787 | |||||||||
106,815 | 73,416 | 78,526 | |||||||||
80,613 | 47,064 | 53,411 | |||||||||
44,660 | 12,611 | 6,185 | |||||||||
43,767 | 27,386 | 12,629 | |||||||||
22,802 | 12,196 | 12,341 | |||||||||
9,501 | | | |||||||||
6,382 | 6,381 | 8,364 | |||||||||
51,386 | 22,410 | 14,100 | |||||||||
10,751,061 | 2,629,858 | 1,465,896 | |||||||||
6,139,409 | 860,060 | 234,525 | |||||||||
1,868,501 | 343,201 | | |||||||||
189,375 | 40,026 | | |||||||||
120,502 | 39,122 | | |||||||||
8,317,787 | 1,282,409 | 234,525 | |||||||||
19,068,848 | 3,912,267 | 1,700,421 | |||||||||
(620,091 | ) | (225,985 | ) | (10,433 | ) | ||||||
18,448,757 | 3,686,282 | 1,689,988 | |||||||||
(7,286,008 | ) | 1,385,177 | 3,443,923 | ||||||||
1,977,164 | | | |||||||||
(5,308,844 | ) | 1,385,177 | 3,443,923 | ||||||||
73,197,786 | 8,029,122 | 11,360,809 | |||||||||
| 232,005 | | |||||||||
| | (187,569 | ) | ||||||||
| | | |||||||||
| (13,378 | ) | (411 | ) | |||||||
73,197,786 | 8,247,749 | 11,172,829 | |||||||||
| | | |||||||||
(27,148,148 | ) | | | ||||||||
(27,148,148 | ) | | | ||||||||
46,049,638 | 8,247,749 | 11,172,829 | |||||||||
(213,209,720 | ) | (27,752,350 | ) | (13,273,093 | ) | ||||||
| (119,922 | ) | | ||||||||
| | (20,315 | ) | ||||||||
| (3,515 | ) | | ||||||||
(213,209,720 | ) | (27,875,787 | ) | (13,293,408 | ) | ||||||
79,076,833 | | | |||||||||
(134,132,887 | ) | (27,875,787 | ) | (13,293,408 | ) | ||||||
(88,083,249 | ) | (19,628,038 | ) | (2,120,579 | ) | ||||||
$ | (93,392,093 | ) | $ | (18,242,861 | ) | $ | 1,323,344 |
See accompanying Notes to Financial Statements.
Tortoise Capital Advisors | 31 |
Statements of Changes in Net Assets
Tortoise Energy Independence Fund, Inc. | Tortoise Energy Infrastructure Corp. | |||||||||||||||
Period from | Period from | |||||||||||||||
December 1, 2014 | Year Ended | December 1, 2014 | Year Ended | |||||||||||||
through | November 30, | through | November 30, | |||||||||||||
May 31, 2015 | 2014 | May 31, 2015 | 2014 | |||||||||||||
(unaudited) | (unaudited) | |||||||||||||||
Operations | ||||||||||||||||
Net investment income (loss) | $ | (860,217 | ) | $ | (1,814,024 | ) | $ | (15,207,509 | ) | $ | (24,421,479 | ) | ||||
Net realized gain (loss) | (13,787,044 | ) | 40,537,273 | 123,552,938 | 159,101,397 | |||||||||||
Net unrealized appreciation (depreciation) | 10,576,012 | (67,333,166 | ) | (243,035,579 | ) | 98,922,717 | ||||||||||
Net increase (decrease) in net assets | ||||||||||||||||
applicable to common stockholders | ||||||||||||||||
resulting from operations | (4,071,249 | ) | (28,609,917 | ) | (134,690,150 | ) | 233,602,635 | |||||||||
Distributions to Common Stockholders | ||||||||||||||||
Net investment income | (1,910,047 | ) | (59,272 | ) | | | ||||||||||
Net realized gain | | (24,061,484 | ) | | | |||||||||||
Return of capital | (10,791,515 | ) | (1,282,368 | ) | (61,701,319 | ) | (92,193,217 | ) | ||||||||
Total distributions to common stockholders | (12,701,562 | ) | (25,403,124 | ) | (61,701,319 | ) | (92,193,217 | ) | ||||||||
Capital Stock Transactions | ||||||||||||||||
Proceeds from shelf offerings of common shares | | | | 4,178,193 | ||||||||||||
Issuance of common shares in connection with | ||||||||||||||||
the mergers with Tortoise Energy Capital | ||||||||||||||||
Corporation (TYY) and Tortoise North | ||||||||||||||||
American Energy Corporation (TYN) | | | | 976,938,241 | ||||||||||||
Redemption of common shares from fractional | ||||||||||||||||
shares issued during mergers | | | | (105,111 | ) | |||||||||||
Underwriting discounts and offering expenses | ||||||||||||||||
associated with the issuance of common stock | | | | (234,958 | ) | |||||||||||
Issuance of common shares from reinvestment | ||||||||||||||||
of distributions to stockholders | | | | 1,120,731 | ||||||||||||
Net increase in net assets applicable | ||||||||||||||||
to common stockholders from capital | ||||||||||||||||
stock transactions | | | | 981,897,096 | ||||||||||||
Total increase (decrease) in net assets applicable | ||||||||||||||||
to common stockholders | (16,772,811 | ) | (54,013,041 | ) | (196,391,469 | ) | 1,123,306,514 | |||||||||
Net Assets | ||||||||||||||||
Beginning of period | 330,457,618 | 384,470,659 | 2,369,067,581 | 1,245,761,067 | ||||||||||||
End of period | $ | 313,684,807 | $ | 330,457,618 | $ | 2,172,676,112 | $ | 2,369,067,581 | ||||||||
Undistributed (accumulated) net investment | ||||||||||||||||
income (loss), net of income taxes, | ||||||||||||||||
end of period | $ | | $ | 2,770,264 | $ | (154,735,015 | ) | $ | (139,527,506 | ) | ||||||
Transactions in common shares | ||||||||||||||||
Shares outstanding at beginning of period | 14,516,071 | 14,516,071 | 48,016,591 | 28,732,841 | ||||||||||||
Shares issued through mergers | ||||||||||||||||
with TYY and TYN | | | | 19,174,190 | ||||||||||||
Redemption of fractional shares issued | ||||||||||||||||
through mergers | | | | (2,063 | ) | |||||||||||
Shares sold through shelf offerings | | | | 86,387 | ||||||||||||
Shares issued through reinvestment of distributions | | | | 25,236 | ||||||||||||
Shares outstanding at end of period | 14,516,071 | 14,516,071 | 48,016,591 | 48,016,591 |
See accompanying Notes to Financial Statements.
32 | Tortoise Capital Advisors |
2015 2nd Quarter Report | May 31, 2015
Tortoise Power and Energy | ||||||||||||||||||||||||
Tortoise MLP Fund, Inc. | Tortoise Pipeline & Energy Fund, Inc. | Infrastructure Fund, Inc. | ||||||||||||||||||||||
Period from | Period from | Period from | ||||||||||||||||||||||
December 1, 2014 | Year Ended | December 1, 2014 | Year Ended | December 1, 2014 | Year Ended | |||||||||||||||||||
through | November 30, | through | November 30, | through | November 30, | |||||||||||||||||||
May 31, 2015 | 2014 | May 31, 2015 | 2014 | May 31, 2015 | 2014 | |||||||||||||||||||
(unaudited) | (unaudited) | (unaudited) | ||||||||||||||||||||||
$ | (5,308,844 | ) | $ | (25,445,655 | ) | $ | 1,385,177 | $ | 759,309 | $ | 3,443,923 | $ | 5,606,534 | |||||||||||
46,049,638 | 72,738,518 | 8,247,749 | 21,934,836 | 11,172,829 | 13,767,025 | |||||||||||||||||||
(134,132,887 | ) | 117,963,056 | (27,875,787 | ) | 40,810,490 | (13,293,408 | ) | 11,617,368 | ||||||||||||||||
(93,392,093 | ) | 165,255,919 | (18,242,861 | ) | 63,504,635 | 1,323,344 | 30,990,927 | |||||||||||||||||
| | (6,753,195 | ) | (216,175 | ) | (7,362,913 | ) | (6,289,617 | ) | |||||||||||||||
| | (3,764,038 | ) | (16,110,578 | ) | (6,800,429 | ) | (4,137,383 | ) | |||||||||||||||
(39,715,179 | ) | (79,195,356 | ) | | | | | |||||||||||||||||
(39,715,179 | ) | (79,195,356 | ) | (10,517,233 | ) | (16,326,753 | ) | (14,163,342 | ) | (10,427,000 | ) | |||||||||||||
| | | | | | |||||||||||||||||||
| | | | | | |||||||||||||||||||
| | | | | | |||||||||||||||||||
| | | | | | |||||||||||||||||||
| | | | | | |||||||||||||||||||
| | | | | | |||||||||||||||||||
(133,107,272 | ) | 86,060,563 | (28,760,094 | ) | 47,177,882 | (12,839,998 | ) | 20,563,927 | ||||||||||||||||
1,401,926,277 | 1,315,865,714 | 350,974,940 | 303,797,058 | 216,047,851 | 195,483,924 | |||||||||||||||||||
$ | 1,268,819,005 | $ | 1,401,926,277 | $ | 322,214,846 | $ | 350,974,940 | $ | 203,207,853 | $ | 216,047,851 | |||||||||||||
$ | (86,286,179 | ) | $ | (80,977,335 | ) | $ | | $ | 5,368,018 | $ | | $ | 3,918,990 | |||||||||||
47,000,211 | 47,000,211 | 10,016,413 | 10,016,413 | 6,951,333 | 6,951,333 | |||||||||||||||||||
| | | | | | |||||||||||||||||||
| | | | | | |||||||||||||||||||
| | | | | | |||||||||||||||||||
| | | | | | |||||||||||||||||||
47,000,211 | 47,000,211 | 10,016,413 | 10,016,413 | 6,951,333 | 6,951,333 |
See accompanying Notes to Financial Statements.
Tortoise Capital Advisors | 33 |
Statements of Cash
Flows (unaudited)
Period from December 1, 2014 through May 31, 2015
Tortoise Energy | Tortoise Energy | ||||||
Independence | Infrastructure | ||||||
Fund, Inc. | Corp. | ||||||
Cash Flows From Operating Activities | |||||||
Dividends, distributions and interest received from investments | $ | 3,918,515 | $ | 103,634,915 | |||
Purchases of long-term investments | (44,292,861 | ) | (338,245,111 | ) | |||
Proceeds from sales of long-term investments | 49,625,227 | 330,353,528 | |||||
Proceeds from sales (purchases) of short-term investments, net | 265,439 | 77,481 | |||||
Call options written, net | 588,464 | | |||||
Payments on interest rate swap contracts, net | | (4,872,255 | ) | ||||
Interest received on securities sold, net | | | |||||
Interest expense paid | (290,032 | ) | (11,626,939 | ) | |||
Distributions to mandatory redeemable preferred stockholders | | (2,737,542 | ) | ||||
Other leverage expenses paid | | (1,465 | ) | ||||
Income taxes paid | | (62,545,548 | ) | ||||
Operating expenses paid | (2,313,190 | ) | (20,615,131 | ) | |||
Net cash provided by (used in) operating activities | 7,501,562 | (6,578,067 | ) | ||||
Cash Flows From Financing Activities | |||||||
Advances from revolving credit facilities | 37,000,000 | 388,900,000 | |||||
Repayments on revolving credit facilities | (31,800,000 | ) | (391,000,000 | ) | |||
Issuance of mandatory redeemable preferred stock | | 71,000,000 | |||||
Issuance of senior notes | | 150,000,000 | |||||
Maturity of senior notes | | (149,400,000 | ) | ||||
Debt issuance costs | | (1,153,504 | ) | ||||
Common stock issuance costs | | (67,110 | ) | ||||
Distributions paid to common stockholders | (12,701,562 | ) | (61,701,319 | ) | |||
Net cash provided by (used in) financing activities | (7,501,562 | ) | 6,578,067 | ||||
Net change in cash | | | |||||
Cash beginning of period | | | |||||
Cash end of period | $ | | $ | |
See accompanying Notes to Financial Statements.
34 | Tortoise Capital Advisors |
2015 2nd Quarter Report | May 31, 2015
Tortoise Power | |||||||||||
Tortoise Pipeline | and Energy | ||||||||||
Tortoise MLP | & Energy | Infrastructure | |||||||||
Fund, Inc. | Fund, Inc. | Fund, Inc. | |||||||||
$ | 57,198,952 | $ | 7,721,208 | $ | 6,406,933 | ||||||
(227,596,400 | ) | (41,817,130 | ) | (33,072,248 | ) | ||||||
223,249,458 | 49,136,932 | 34,668,516 | |||||||||
54,066 | (2,897 | ) | 13,011 | ||||||||
| 294,231 | | |||||||||
| | (187,569 | ) | ||||||||
| | 63,448 | |||||||||
(6,118,440 | ) | (828,468 | ) | (234,613 | ) | ||||||
(1,868,500 | ) | (343,200 | ) | | |||||||
| | | |||||||||
(582,000 | ) | | | ||||||||
(10,421,957 | ) | (2,486,728 | ) | (1,494,136 | ) | ||||||
33,915,179 | 11,673,948 | 6,163,342 | |||||||||
119,800,000 | 38,000,000 | 30,700,000 | |||||||||
(114,000,000 | ) | (44,100,000 | ) | (22,700,000 | ) | ||||||
| | | |||||||||
| 22,000,000 | | |||||||||
| (17,000,000 | ) | | ||||||||
| (56,715 | ) | | ||||||||
| | | |||||||||
(39,715,179 | ) | (10,517,233 | ) | (14,163,342 | ) | ||||||
(33,915,179 | ) | (11,673,948 | ) | (6,163,342 | ) | ||||||
| | | |||||||||
| | | |||||||||
$ | | $ | | $ | |
See accompanying Notes to Financial Statements.
Tortoise Capital Advisors | 35 |
Statements of Cash
Flows (unaudited)
(continued)
Period from December 1, 2014
through May 31, 2015
Tortoise Energy | Tortoise Energy | ||||||
Independence | Infrastructure | ||||||
Fund, Inc. | Corp. | ||||||
Reconciliation of net increase (decrease) in net assets applicable to common stockholders | |||||||
resulting from operations to net cash provided by (used in) operating activities | |||||||
Net increase (decrease) in net assets applicable to common stockholders resulting from operations | $ | (4,071,249 | ) | $ | (134,690,150 | ) | |
Adjustments to reconcile net increase (decrease) in net assets applicable to common stockholders | |||||||
resulting from operations to net cash provided by (used in) operating activities: | |||||||
Purchases of long-term investments | (32,200,174 | ) | (327,478,016 | ) | |||
Proceeds from sales of long-term investments | 43,073,425 | 318,835,519 | |||||
Proceeds from sales (purchases) of short-term investments, net | 265,439 | 77,481 | |||||
Call options written, net | 588,464 | | |||||
Return of capital on distributions received | 2,093,902 | 86,191,651 | |||||
Deferred tax benefit | | (84,853,593 | ) | ||||
Net unrealized (appreciation) depreciation | (10,576,012 | ) | 387,086,484 | ||||
Amortization of market premium, net | | | |||||
Net realized (gain) loss | 13,787,044 | (201,656,910 | ) | ||||
Amortization of debt issuance costs | | 449,324 | |||||
Changes in operating assets and liabilities: | |||||||
Decrease in dividends, distributions and interest receivable from investments | 190,762 | | |||||
Increase in current tax asset | | (3,102,072 | ) | ||||
(Increase) decrease in receivable for investments sold | 6,551,802 | 11,518,009 | |||||
Decrease in receivable for call options written | | | |||||
(Increase) decrease in prepaid expenses and other assets | (35,115 | ) | 87,060 | ||||
Increase (decrease) in payable for investments purchased | (12,092,687 | ) | (10,767,095 | ) | |||
Increase (decrease) in payable to Adviser, net of fees waived | (41,567 | ) | (350,546 | ) | |||
Decrease in current tax liability | | (50,650,518 | ) | ||||
Increase (decrease) in accrued expenses and other liabilities | (32,472 | ) | 2,725,305 | ||||
Total adjustments | 11,572,811 | 128,112,083 | |||||
Net cash provided by (used in) operating activities | $ | 7,501,562 | $ | (6,578,067 | ) |
See accompanying Notes to Financial Statements.
36 | Tortoise Capital Advisors |
2015 2nd Quarter Report | May 31, 2015
Tortoise Power | |||||||||||
Tortoise Pipeline | and Energy | ||||||||||
Tortoise MLP | & Energy | Infrastructure | |||||||||
Fund, Inc. | Fund, Inc. | Fund, Inc. | |||||||||
$ | (93,392,093 | ) | $ | (18,242,861 | ) | $ | 1,323,344 | ||||
(218,913,367 | ) | (45,639,769 | ) | (33,072,248 | ) | ||||||
214,363,020 | 52,368,159 | 34,668,516 | |||||||||
54,066 | (2,897 | ) | 13,011 | ||||||||
| 217,392 | | |||||||||
46,036,209 | 2,618,745 | 980,425 | |||||||||
(53,905,849 | ) | | | ||||||||
213,209,720 | 27,875,787 | 13,293,408 | |||||||||
| | 308,851 | |||||||||
(73,197,786 | ) | (8,247,749 | ) | (11,360,398 | ) | ||||||
189,375 | 40,026 | | |||||||||
| 31,004 | 47,194 | |||||||||
(1,000 | ) | | | ||||||||
8,886,438 | (3,231,227 | ) | | ||||||||
| 76,839 | | |||||||||
39,154 | 3,360 | (26,217 | ) | ||||||||
(8,683,033 | ) | 3,822,639 | | ||||||||
(139,763 | ) | (18,508 | ) | 16,357 | |||||||
(581,000 | ) | | | ||||||||
(48,912 | ) | 3,008 | (28,901 | ) | |||||||
127,307,272 | 29,916,809 | 4,839,998 | |||||||||
$ | 33,915,179 | $ | 11,673,948 | $ | 6,163,342 |
See accompanying Notes to Financial Statements.
Tortoise Capital Advisors | 37 |
NDP Financial Highlights
Period from | Period from | |||||||||||||||
December 1, 2014 | July 31, 2012(1) | |||||||||||||||
through | Year Ended | Year Ended | through | |||||||||||||
May 31, | November 30, | November 30, | November 30, | |||||||||||||
2015 | 2014 | 2013 | 2012 | |||||||||||||
(unaudited) | ||||||||||||||||
Per Common Share Data(2) | ||||||||||||||||
Net Asset Value, beginning of period | $ | 22.76 | $ | 26.49 | $ | 22.73 | $ | | ||||||||
Public offering price | | | | 25.00 | ||||||||||||
Income (Loss) from Investment Operations | ||||||||||||||||
Net investment income (loss)(3) | (0.06 | ) | (0.12 | ) | 0.01 | 0.04 | ||||||||||
Net realized and unrealized gain (loss)(3) | (0.22 | ) | (1.86 | ) | 5.50 | (0.65 | ) | |||||||||
Total income (loss) from investment operations | (0.28 | ) | (1.98 | ) | 5.51 | (0.61 | ) | |||||||||
Distributions to Common Stockholders | ||||||||||||||||
Net investment income(4) | (0.13 | ) | (0.00 | ) | (0.27 | ) | (0.03 | ) | ||||||||
Net realized gain | | (1.66 | ) | (1.42 | ) | (0.36 | ) | |||||||||
Return of capital | (0.74 | ) | (0.09 | ) | (0.06 | ) | (0.05 | ) | ||||||||
Total distributions to common stockholders | (0.87 | ) | (1.75 | ) | (1.75 | ) | (0.44 | ) | ||||||||
Underwriting discounts and offering costs on issuance of common stock(5) | | | | (1.22 | ) | |||||||||||
Net Asset Value, end of period | $ | 21.61 | $ | 22.76 | $ | 26.49 | $ | 22.73 | ||||||||
Per common share market value, end of period | $ | 19.47 | $ | 21.29 | $ | 24.08 | $ | 22.33 | ||||||||
Total Investment Return Based on Market Value(6)(7) | (4.57 | )% | (5.16 | )% | 15.83 | % | (8.89 | )% | ||||||||
Supplemental Data and Ratios | ||||||||||||||||
Net assets applicable to common stockholders, end of period (000s) | $ | 313,685 | $ | 330,458 | $ | 384,471 | $ | 329,676 | ||||||||
Average net assets (000s) | $ | 322,669 | $ | 413,380 | $ | 366,900 | $ | 334,232 | ||||||||
Ratio of Expenses to Average Net Assets(8) | ||||||||||||||||
Advisory fees | 1.30 | % | 1.25 | % | 1.25 | % | 1.18 | % | ||||||||
Other operating expenses | 0.20 | 0.16 | 0.16 | 0.20 | ||||||||||||
Total operating expenses, before fee waiver | 1.50 | 1.41 | 1.41 | 1.38 | ||||||||||||
Fee waiver | (0.13 | ) | (0.17 | ) | (0.17 | ) | (0.16 | ) | ||||||||
Total operating expenses | 1.37 | 1.24 | 1.24 | 1.22 | ||||||||||||
Leverage expenses | 0.18 | 0.14 | 0.16 | 0.10 | ||||||||||||
Total expenses | 1.55 | % | 1.38 | % | 1.40 | % | 1.32 | % |
See accompanying Notes to Financial Statements.
38 | Tortoise Capital Advisors |
2015 2nd Quarter Report | May 31, 2015
Period from | Period from | ||||||||||||||
December 1, 2014 | July 31, 2012(1) | ||||||||||||||
through | Year Ended | Year Ended | through | ||||||||||||
May 31, | November 30, | November 30, | November 30, | ||||||||||||
2015 | 2014 | 2013 | 2012 | ||||||||||||
(unaudited) | |||||||||||||||
Ratio of net investment income (loss) to average net assets | |||||||||||||||
before fee waiver(8) | (0.66 | )% | (0.61 | )% | (0.13 | )% | 0.38 | % | |||||||
Ratio of net investment income (loss) to average net assets | |||||||||||||||
after fee waiver(8) | (0.53 | )% | (0.44 | )% | 0.04 | % | 0.54 | % | |||||||
Portfolio turnover rate(6) | 8.35 | % | 43.21 | % | 45.56 | % | 15.68 | % | |||||||
Credit facility borrowings, end of period (000s) | $ | 61,400 | $ | 56,200 | $ | 56,300 | $ | 49,000 | |||||||
Asset coverage, per $1,000 of principal amount of | |||||||||||||||
credit facility borrowings(9) | $ | 6,109 | $ | 6,880 | $ | 7,829 | $ | 7,728 | |||||||
Asset coverage ratio of credit facility borrowings(9) | 611 | % | 688 | % | 783 | % | 773 | % |
(1) | Commencement of operations. |
(2) | Information presented relates to a share of common stock outstanding for the entire period. |
(3) | The per common share data for the years ended November 30, 2014 and 2013 and the period from July 31, 2012 through November 30, 2012 do not reflect the change in estimate of investment income and return of capital, for the respective year. See Note 2C to the financial statements for further disclosure. |
(4) | Less than $0.01 for the year ended November 30, 2014. |
(5) | Represents the dilution per common share from underwriting and other offering costs for the period from July 31, 2012 through November 30, 2012. |
(6) | Not annualized for periods less than one full year. |
(7) | Total investment return is calculated assuming a purchase of common stock at the beginning of the period (or initial public offering price) 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 NDPs dividend reinvestment plan. |
(8) | Annualized for periods less than one full year. |
(9) | Represents value of total assets less all liabilities and indebtedness not represented by credit facility borrowings at the end of the period divided by credit facility borrowings outstanding at the end of the period. |
See accompanying Notes to Financial Statements.
Tortoise Capital Advisors | 39 |
TYG Financial Highlights
Period from | ||||||||||||||||||||||||
December 1, 2014 | ||||||||||||||||||||||||
through | Year Ended | Year Ended | Year Ended | Year Ended | Year Ended | |||||||||||||||||||
May 31, | November 30, | November 30, | November 30, | November 30, | November 30, | |||||||||||||||||||
2015 | 2014 | 2013 | 2012 | 2011 | 2010 | |||||||||||||||||||
(unaudited) | ||||||||||||||||||||||||
Per Common Share Data(1) | ||||||||||||||||||||||||
Net Asset Value, beginning of period | $ | 49.34 | $ | 43.36 | $ | 36.06 | $ | 33.37 | $ | 32.91 | $ | 25.53 | ||||||||||||
Income (Loss) from Investment Operations | ||||||||||||||||||||||||
Net investment loss(2) | (0.32 | ) | (0.66 | ) | (0.73 | ) | (0.64 | ) | (0.77 | ) | (0.66 | ) | ||||||||||||
Net realized and unrealized gain (loss) | ||||||||||||||||||||||||
on investments and interest rate | ||||||||||||||||||||||||
swap contracts(2) | (2.48 | ) | 9.01 | 10.27 | 5.51 | 3.35 | 10.10 | |||||||||||||||||
Total income (loss) from investment | ||||||||||||||||||||||||
operations | (2.80 | ) | 8.35 | 9.54 | 4.87 | 2.58 | 9.44 | |||||||||||||||||
Distributions to Auction Preferred Stockholders | ||||||||||||||||||||||||
Return of capital | | | | | | (0.01 | ) | |||||||||||||||||
Distributions to Common Stockholders | ||||||||||||||||||||||||
Return of capital | (1.29 | ) | (2.38 | ) | (2.29 | ) | (2.25 | ) | (2.20 | ) | (2.16 | ) | ||||||||||||
Capital Stock Transactions | ||||||||||||||||||||||||
Premiums less underwriting discounts | ||||||||||||||||||||||||
and offering costs on issuance of | ||||||||||||||||||||||||
common stock(3) | | 0.01 | 0.05 | 0.07 | 0.08 | 0.11 | ||||||||||||||||||
Net Asset Value, end of period | $ | 45.25 | $ | 49.34 | $ | 43.36 | $ | 36.06 | $ | 33.37 | $ | 32.91 | ||||||||||||
Per common share market value, | ||||||||||||||||||||||||
end of period | $ | 42.02 | $ | 46.10 | $ | 49.76 | $ | 39.17 | $ | 39.35 | $ | 36.25 | ||||||||||||
Total Investment Return Based on | ||||||||||||||||||||||||
Market Value(4)(5) | (6.09 | )% | (2.54 | )% | 33.77 | % | 5.62 | % | 15.25 | % | 31.58 | % | ||||||||||||
Supplemental Data and Ratios | ||||||||||||||||||||||||
Net assets applicable to common | ||||||||||||||||||||||||
stockholders, end of period (000s) | $ | 2,172,676 | $ | 2,369,068 | $ | 1,245,761 | $ | 1,020,421 | $ | 925,419 | $ | 890,879 | ||||||||||||
Average net assets (000s) | $ | 2,212,766 | $ | 1,837,590 | $ | 1,167,339 | $ | 989,745 | $ | 912,567 | $ | 782,541 | ||||||||||||
Ratio of Expenses to Average Net Assets(6) | ||||||||||||||||||||||||
Advisory fees | 1.71 | % | 1.65 | % | 1.61 | % | 1.60 | % | 1.57 | % | 1.53 | % | ||||||||||||
Other operating expenses | 0.09 | 0.13 | 0.12 | 0.13 | 0.16 | 0.21 | ||||||||||||||||||
Total operating expenses, | ||||||||||||||||||||||||
before fee waiver | 1.80 | 1.78 | 1.73 | 1.73 | 1.73 | 1.74 | ||||||||||||||||||
Fee waiver(7) | | (0.00 | ) | (0.00 | ) | (0.01 | ) | (0.01 | ) | | ||||||||||||||
Total operating expenses | 1.80 | 1.78 | 1.73 | 1.72 | 1.72 | 1.74 | ||||||||||||||||||
Leverage expense(8) | 1.63 | 1.38 | 1.59 | 1.67 | 1.75 | 2.11 | ||||||||||||||||||
Income tax expense (benefit)(9) | (6.89 | ) | 7.81 | 14.05 | 8.37 | 4.63 | 17.89 | |||||||||||||||||
Total expenses | (3.46 | )% | 10.97 | % | 17.37 | % | 11.76 | % | 8.10 | % | 21.74 | % |
See accompanying Notes to Financial Statements. | |
40 | Tortoise Capital Advisors |
2015 2nd Quarter Report | May 31, 2015
Period from | ||||||||||||||||||||||||
December 1, 2014 | ||||||||||||||||||||||||
through | Year Ended | Year Ended | Year Ended | Year Ended | Year Ended | |||||||||||||||||||
May 31, | November 30, | November 30, | November 30, | November 30, | November 30, | |||||||||||||||||||
2015 | 2014 | 2013 | 2012 | 2011 | 2010 | |||||||||||||||||||
(unaudited) | ||||||||||||||||||||||||
Ratio of net investment loss to average | ||||||||||||||||||||||||
net assets before fee waiver(6)(8) | (1.38 | )% | (1.33 | )% | (1.78 | )% | (1.82 | )% | (2.32 | )% | (2.23 | )% | ||||||||||||
Ratio of net investment loss to average | ||||||||||||||||||||||||
net assets after fee waiver(6)(8) | (1.38 | )% | (1.33 | )% | (1.78 | )% | (1.81 | )% | (2.31 | )% | (2.23 | )% | ||||||||||||
Portfolio turnover rate(4) | 7.64 | % | 15.33 | % | 13.40 | % | 12.86 | % | 17.70 | % | 10.26 | % | ||||||||||||
Credit facility borrowings, | ||||||||||||||||||||||||
end of period (000s) | $ | 160,700 | $ | 162,800 | $ | 27,600 | $ | 63,400 | $ | 47,900 | $ | 38,200 | ||||||||||||
Senior notes, end of period (000s) | $ | 545,000 | $ | 544,400 | $ | 300,000 | $ | 194,975 | $ | 194,975 | $ | 169,975 | ||||||||||||
Preferred stock, end of period (000s) | $ | 295,000 | $ | 224,000 | $ | 80,000 | $ | 73,000 | $ | 73,000 | $ | 73,000 | ||||||||||||
Per common share amount of senior | ||||||||||||||||||||||||
notes outstanding, end of period | $ | 11.35 | $ | 11.34 | $ | 10.44 | $ | 6.89 | $ | 7.03 | $ | 6.28 | ||||||||||||
Per common share amount of net assets, | ||||||||||||||||||||||||
excluding senior notes, end of period | $ | 56.60 | $ | 60.68 | $ | 53.80 | $ | 42.95 | $ | 40.40 | $ | 39.19 | ||||||||||||
Asset coverage, per $1,000 of principal | ||||||||||||||||||||||||
amount of senior notes and credit | ||||||||||||||||||||||||
facility borrowings(10) | $ | 4,497 | $ | 4,667 | $ | 5,047 | $ | 5,232 | $ | 5,111 | $ | 5,630 | ||||||||||||
Asset coverage ratio of senior notes and | ||||||||||||||||||||||||
credit facility borrowings(10) | 450 | % | 421 | % | 505 | % | 523 | % | 511 | % | 563 | % | ||||||||||||
Asset coverage, per $10 liquidation value | ||||||||||||||||||||||||
per share of mandatory redeemable | ||||||||||||||||||||||||
preferred stock(11) | $ | 32 | $ | 35 | $ | 41 | $ | 41 | $ | 39 | $ | 42 | ||||||||||||
Asset coverage ratio of preferred stock(11) | 317 | % | 354 | % | 406 | % | 408 | % | 393 | % | 417 | % |
(1) | Information presented relates to a share of common stock outstanding for the entire period. |
(2) | The per common share data for the years ended November 30, 2014, 2013, 2012, 2011 and 2010 do not reflect the change in estimate of investment income and return of capital, for the respective year. See Note 2C to the financial statements for further disclosure. |
(3) | Represents the premium on the shelf offerings of $0.02 per share, less the underwriting and offering costs of $0.01 per share for the year ended November 30, 2014. Represents the premium on the shelf offerings of $0.06 per share, less the underwriting and offering costs of $0.01 per share for the year ended November 30, 2013. Represents the premium on the shelf offerings of $0.08 per share, less the underwriting and offering costs of $0.01 per share for the year ended November 30, 2012. Represents the premium on the shelf offerings of $0.09 per share, less the underwriting and offering costs of $0.01 per share for the year ended November 30, 2011. Represents the premium on the shelf offerings of $0.25 per share, less the underwriting and offering costs of $0.14 per share for the year ended November 30, 2010. |
(4) | Not annualized for periods less than one full year. |
(5) | 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 TYGs dividend reinvestment plan. |
(6) | Annualized for periods less than one full year. |
(7) | Less than 0.01% for the years ended November 30, 2014 and 2013. |
(8) | The expense ratios and net investment loss ratios do not reflect the effect of distributions to auction preferred stockholders. |
(9) | For the period from December 1, 2014 through May 31, 2015, TYG accrued $8,792,958 for current income tax expense and $84,853,593 for net deferred income tax benefit. For the year ended November 30, 2014, TYG accrued $52,981,532 for current income tax expense and $90,477,388 for net deferred income tax expense. For the year ended November 30, 2013, TYG accrued $23,290,478 for net current income tax expense and $140,745,675 for net deferred income tax expense. For the year ended November 30, 2012, TYG accrued $16,189,126 for current income tax expense and $66,613,182 for net deferred income tax expense. For the year ended November 30, 2011, TYG accrued $8,950,455 for current income tax expense and $33,248,897 for net deferred income tax expense. For the year ended November 30, 2010, TYG accrued $984,330 for current income tax expense and $139,019,876 for net deferred income tax expense. |
(10) | Represents value of total assets less all liabilities and indebtedness not represented by senior notes, credit facility borrowings and preferred stock at the end of the period divided by senior notes and credit facility borrowings outstanding at the end of the period. |
(11) | Represents value of total assets less all liabilities and indebtedness not represented by senior notes, credit facility borrowings and preferred stock at the end of the period divided by senior notes, credit facility borrowings and preferred stock outstanding at the end of the period. |
See accompanying Notes to Financial Statements. | |
Tortoise Capital Advisors | 41 |
NTG Financial Highlights
Period from | Period from | |||||||||||||||||||||||
December 1, 2014 | July 30, 2010(1) | |||||||||||||||||||||||
through | Year Ended | Year Ended | Year Ended | Year Ended | through | |||||||||||||||||||
May 31, | November 30, | November 30, | November 30, | November 30, | November 30, | |||||||||||||||||||
2015 | 2014 | 2013 | 2012 | 2011 | 2010 | |||||||||||||||||||
(unaudited) | ||||||||||||||||||||||||
Per Common Share Data(2) | ||||||||||||||||||||||||
Net Asset Value, beginning of period | $ | 29.83 | $ | 28.00 | $ | 24.50 | $ | 24.54 | $ | 24.91 | $ | | ||||||||||||
Public offering price | | | | | | 25.00 | ||||||||||||||||||
Income (Loss) from Investment Operations | ||||||||||||||||||||||||
Net investment loss(3) | (0.11 | ) | (0.54 | ) | (0.42 | ) | (0.40 | ) | (0.34 | ) | (0.04 | ) | ||||||||||||
Net realized and unrealized gain (loss) | ||||||||||||||||||||||||
on investments(3) | (1.87 | ) | 4.06 | 5.59 | 2.02 | 1.61 | 1.49 | |||||||||||||||||
Total income (loss) from investment | ||||||||||||||||||||||||
operations | (1.98 | ) | 3.52 | 5.17 | 1.62 | 1.27 | 1.45 | |||||||||||||||||
Distributions to Common Stockholders | ||||||||||||||||||||||||
Return of capital | (0.85 | ) | (1.69 | ) | (1.67 | ) | (1.66 | ) | (1.64 | ) | (0.36 | ) | ||||||||||||
Capital stock transactions | ||||||||||||||||||||||||
Underwriting discounts and offering costs | ||||||||||||||||||||||||
on issuance of common stock(4) | | | | | | (1.18 | ) | |||||||||||||||||
Premiums less underwriting discounts | ||||||||||||||||||||||||
and offering costs on issuance of | ||||||||||||||||||||||||
common stock(5) | | | 0.00 | 0.00 | | | ||||||||||||||||||
Total capital stock transactions | | | 0.00 | 0.00 | | (1.18 | ) | |||||||||||||||||
Net Asset Value, end of period | $ | 27.00 | $ | 29.83 | $ | 28.00 | $ | 24.50 | $ | 24.54 | $ | 24.91 | ||||||||||||
Per common share market value, | ||||||||||||||||||||||||
end of period | $ | 24.26 | $ | 27.97 | $ | 27.22 | $ | 24.91 | $ | 24.84 | $ | 24.14 | ||||||||||||
Total Investment Return Based on | ||||||||||||||||||||||||
Market Value(6)(7) | (10.20 | )% | 9.08 | % | 16.27 | % | 7.14 | % | 9.88 | % | (2.02 | )% | ||||||||||||
Supplemental Data and Ratios | ||||||||||||||||||||||||
Net assets applicable to common | ||||||||||||||||||||||||
stockholders, end of period (000s) | $ | 1,268,819 | $ | 1,401,926 | $ | 1,315,866 | $ | 1,140,635 | $ | 1,127,592 | $ | 1,131,120 | ||||||||||||
Average net assets (000s) | $ | 1,301,062 | $ | 1,404,751 | $ | 1,274,638 | $ | 1,157,421 | $ | 1,140,951 | $ | 1,087,459 | ||||||||||||
Ratio of Expenses to Average Net Assets(8) | ||||||||||||||||||||||||
Advisory fees | 1.55 | % | 1.48 | % | 1.38 | % | 1.34 | % | 1.30 | % | 1.07 | % | ||||||||||||
Other operating expenses | 0.11 | 0.10 | 0.10 | 0.10 | 0.13 | 0.12 | ||||||||||||||||||
Total operating expenses, | ||||||||||||||||||||||||
before fee waiver | 1.66 | 1.58 | 1.48 | 1.44 | 1.43 | 1.19 | ||||||||||||||||||
Fee waiver | (0.10 | ) | (0.16 | ) | (0.23 | ) | (0.28 | ) | (0.32 | ) | (0.28 | ) | ||||||||||||
Total operating expenses | 1.56 | 1.42 | 1.25 | 1.16 | 1.11 | 0.91 | ||||||||||||||||||
Leverage expenses | 1.28 | 1.09 | 1.08 | 1.20 | 1.22 | 0.48 | ||||||||||||||||||
Income tax expense (benefit)(9) | (8.31 | ) | 7.04 | 11.09 | 3.86 | 3.11 | 10.44 | |||||||||||||||||
Total expenses | (5.47 | )% | 9.55 | % | 13.42 | % | 6.22 | % | 5.44 | % | 11.83 | % |
See accompanying Notes to Financial Statements. | |
42 | Tortoise Capital Advisors |
2015 2nd Quarter Report | May 31, 2015
Period from | Period from | |||||||||||||||||||||||
December 1, 2014 | July 30, 2010(1) | |||||||||||||||||||||||
through | Year Ended | Year Ended | Year Ended | Year Ended | through | |||||||||||||||||||
May 31, | November 30, | November 30, | November 30, | November 30, | November 30, | |||||||||||||||||||
2015 | 2014 |
2013 |
2012 | 2011 | 2010 | |||||||||||||||||||
(unaudited) | ||||||||||||||||||||||||
Ratio of net investment loss to average | ||||||||||||||||||||||||
net assets before fee waiver(8) | (0.92 | )% | (1.97 | )% | (1.76 | )% | (1.88 | )% | (1.69 | )% | (0.79 | )% | ||||||||||||
Ratio of net investment loss to average | ||||||||||||||||||||||||
net assets after fee waiver(8) | (0.82 | )% | (1.81 | )% | (1.53 | )% | (1.60 | )% | (1.37 | )% | (0.51 | )% | ||||||||||||
Portfolio turnover rate(6) | 9.98 | % | 18.09 | % | 13.42 | % | 15.14 | % | 19.57 | % | 1.24 | % | ||||||||||||
Credit facility borrowings, | ||||||||||||||||||||||||
end of period (000s) | $ | 74,700 | $ | 68,900 | $ | 27,200 | $ | 23,900 | $ | 10,100 | $ | 30,700 | ||||||||||||
Senior notes, end of period (000s) | $ | 348,000 | $ | 348,000 | $ | 255,000 | $ | 255,000 | $ | 255,000 | $ | 230,000 | ||||||||||||
Preferred stock, end of period (000s) | $ | 90,000 | $ | 90,000 | $ | 90,000 | $ | 90,000 | $ | 90,000 | $ | 90,000 | ||||||||||||
Per common share amount of senior | ||||||||||||||||||||||||
notes outstanding, end of period | $ | 7.40 | $ | 7.40 | $ | 5.43 | $ | 5.48 | $ | 5.55 | $ | 5.07 | ||||||||||||
Per common share amount of net assets, | ||||||||||||||||||||||||
excluding senior notes, end of period | $ | 34.40 | $ | 37.23 | $ | 33.43 | $ | 29.98 | $ | 30.09 | $ | 29.98 | ||||||||||||
Asset coverage, per $1,000 of principal | ||||||||||||||||||||||||
amount of senior notes and credit | ||||||||||||||||||||||||
facility borrowings(10) | $ | 4,215 | $ | 4,579 | $ | 5,982 | $ | 5,412 | $ | 5,593 | $ | 5,684 | ||||||||||||
Asset coverage ratio of senior notes and | ||||||||||||||||||||||||
credit facility borrowings(10) | 421 | % | 458 | % | 598 | % | 541 | % | 559 | % | 568 | % | ||||||||||||
Asset coverage, per $25 liquidation value | ||||||||||||||||||||||||
per share of mandatory redeemable | ||||||||||||||||||||||||
preferred stock(11) | $ | 87 | $ | 94 | $ | 113 | $ | 102 | $ | 104 | $ | 106 | ||||||||||||
Asset coverage ratio of preferred stock(11) | 347 | % | 377 | % | 454 | % | 409 | % | 418 | % | 423 | % |
(1) | Commencement of operations. |
(2) | Information presented relates to a share of common stock outstanding for the entire period. |
(3) | The per common share data for the years ended November 30, 2014, 2013, 2012 and 2011 and the period from July 30, 2010 through November 30, 2010 do not reflect the change in estimate of investment income and return of capital. See Note 2C to the financial statements for further disclosure. |
(4) | Represents the dilution per common share from underwriting and other offering costs for the period from July 30, 2010 through November 30, 2010. |
(5) | Represents the premiums on the shelf offerings of less than $0.01 per share, less the underwriter discount and offering costs of less than $0.01 per share for the years ended November 30, 2013 and 2012. Amount is less than $0.01 for the years ended November 30, 2013 and 2012. |
(6) | Not annualized for periods less than one full year. |
(7) | Total investment return is calculated assuming a purchase of common stock at the beginning of the period (or initial public offering price) and a sale at the closing price on the last day of the period reported (excluding brokerage commissions). This calculation also assumes reinvestment of distributions at actual prices pursuant to NTGs dividend reinvestment plan. |
(8) | Annualized for periods less than one full year. |
(9) | For the period from December 1, 2014 through May 31, 2015, NTG accrued $53,905,849 for net deferred income tax benefit. For the year ended November 30, 2014, NTG accrued $581,000 for current income tax expense and $98,329,597 for net deferred income tax expense. For the year ended November 30, 2013, NTG accrued $141,332,523 for net deferred income tax expense. For the year ended November 30, 2012, NTG accrued $44,677,351 for net deferred income tax expense. For the year ended November 30, 2011, NTG accrued $20,589 for current income tax benefit and $35,466,770 for net deferred income tax expense. For the period from July 30, 2010 to November 30, 2010, NTG accrued $50,000 for current income tax expense and $38,533,993 for net deferred income tax expense. |
(10) | Represents value of total assets less all liabilities and indebtedness not represented by senior notes, credit facility borrowings and preferred stock at the end of the period divided by senior notes and credit facility borrowings outstanding at the end of the period. |
(11) | Represents value of total assets less all liabilities and indebtedness not represented by senior notes, credit facility borrowings and preferred stock at the end of the period divided by senior notes, credit facility borrowings and preferred stock outstanding at the end of the period. |
See accompanying Notes to Financial Statements. | |
Tortoise Capital Advisors | 43 |
TTP Financial Highlights
Period from | Period from | |||||||||||||||||||
December 1, 2014 | October 31, 2011(1) | |||||||||||||||||||
through | Year Ended | Year Ended | Year Ended | through | ||||||||||||||||
May 31, | November 30, | November 30, | November 30, | November 30, | ||||||||||||||||
2015 | 2014 | 2013 | 2012 | 2011 | ||||||||||||||||
(unaudited) | ||||||||||||||||||||
Per Common Share Data(2) | ||||||||||||||||||||
Net Asset Value, beginning of period | $ | 35.04 | $ | 30.33 | $ | 25.24 | $ | 24.42 | $ | | ||||||||||
Public offering price | | | | | 25.00 | |||||||||||||||
Income (Loss) from Investment Operations | ||||||||||||||||||||
Net investment income (loss)(3) | 0.14 | 0.08 | 0.10 | 0.12 | (0.02 | ) | ||||||||||||||
Net realized and unrealized gain (loss)(3) | (1.96 | ) | 6.26 | 6.62 | 2.33 | 0.61 | ||||||||||||||
Total income (loss) from investment operations | (1.82 | ) | 6.34 | 6.72 | 2.45 | 0.59 | ||||||||||||||
Distributions to Common Stockholders | ||||||||||||||||||||
Net investment income | (0.67 | ) | (0.02 | ) | (0.57 | ) | (0.24 | ) | | |||||||||||
Net realized gain | (0.38 | ) | (1.61 | ) | (1.03 | ) | (1.07 | ) | | |||||||||||
Return of capital | | | (0.03 | ) | (0.32 | ) | | |||||||||||||
Total distributions to common stockholders | (1.05 | ) | (1.63 | ) | (1.63 | ) | (1.63 | ) | | |||||||||||
Underwriting discounts and offering costs | ||||||||||||||||||||
on issuance of common stock(4) | | | | | (1.17 | ) | ||||||||||||||
Net Asset Value, end of period | $ | 32.17 | $ | 35.04 | $ | 30.33 | $ | 25.24 | $ | 24.42 | ||||||||||
Per common share market value, end of period | $ | 27.72 | $ | 32.50 | $ | 28.11 | $ | 24.15 | $ | 25.01 | ||||||||||
Total Investment Return Based on Market Value(5)(6) | (11.46 | )% | 21.68 | % | 23.44 | % | 3.18 | % | 0.04 | % | ||||||||||
Supplemental Data and Ratios | ||||||||||||||||||||
Net assets applicable to common stockholders, | ||||||||||||||||||||
end of period (000s) | $ | 322,215 | $ | 350,975 | $ | 303,797 | $ | 252,508 | $ | 244,264 | ||||||||||
Average net assets (000s) | $ | 329,015 | $ | 357,486 | $ | 289,876 | $ | 253,815 | $ | 237,454 | ||||||||||
Ratio of Expenses to Average Net Assets(7) | ||||||||||||||||||||
Advisory fees | 1.40 | % | 1.37 | % | 1.42 | % | 1.44 | % | 1.17 | % | ||||||||||
Other operating expenses | 0.21 | 0.18 | 0.19 | 0.21 | 0.56 | |||||||||||||||
Total operating expenses, before fee waiver | 1.61 | 1.55 | 1.61 | 1.65 | 1.73 | |||||||||||||||
Fee waiver | (0.14 | ) | (0.19 | ) | (0.26 | ) | (0.33 | ) | (0.27 | ) | ||||||||||
Total operating expenses | 1.47 | 1.36 | 1.35 | 1.32 | 1.46 | |||||||||||||||
Leverage expenses | 0.78 | 0.75 | 0.90 | 1.03 | 0.31 | |||||||||||||||
Total expenses | 2.25 | % | 2.11 | % | 2.25 | % | 2.35 | % | 1.77 | % |
See accompanying Notes to Financial Statements. | |
44 | Tortoise Capital Advisors |
2015 2nd Quarter Report | May 31, 2015
Period from | Period from | |||||||||||||||||||
December 1, 2014 | October 31, 2011(1) | |||||||||||||||||||
through | Year Ended | Year Ended | Year Ended | through | ||||||||||||||||
May 31, | November 30, | November 30, | November 30, | November 30, | ||||||||||||||||
2015 | 2014 | 2013 | 2012 | 2011 | ||||||||||||||||
(unaudited) | ||||||||||||||||||||
Ratio of net investment income (loss) to average | ||||||||||||||||||||
net assets before fee waiver(7) | 0.71 | % | 0.02 | % | 0.08 | % | 0.16 | % | (1.12 | )% | ||||||||||
Ratio of net investment income (loss) to average | ||||||||||||||||||||
net assets after fee waiver(7) | 0.85 | % | 0.21 | % | 0.34 | % | 0.49 | % | (0.85 | )% | ||||||||||
Portfolio turnover rate(5) | 10.83 | % | 18.45 | % | 31.43 | % | 34.65 | % | 1.68 | % | ||||||||||
Credit facility borrowings, end of period (000s) | $ | 19,900 | $ | 26,000 | $ | 22,200 | $ | 16,600 | | |||||||||||
Senior notes, end of period (000s) | $ | 54,000 | $ | 49,000 | $ | 49,000 | $ | 49,000 | $ | 24,500 | ||||||||||
Preferred stock, end of period (000s) | $ | 16,000 | $ | 16,000 | $ | 16,000 | $ | 16,000 | $ | 8,000 | ||||||||||
Per common share amount of senior notes outstanding, | ||||||||||||||||||||
end of period | $ | 5.39 | $ | 4.89 | $ | 4.89 | $ | 4.90 | $ | 2.45 | ||||||||||
Per common share amount of net assets, excluding | ||||||||||||||||||||
senior notes, end of period | $ | 37.56 | $ | 39.93 | $ | 35.22 | $ | 30.14 | $ | 26.87 | ||||||||||
Asset coverage, per $1,000 of principal amount of | ||||||||||||||||||||
senior notes and credit facility borrowings(8) | $ | 5,577 | $ | 5,893 | $ | 5,492 | $ | 5,093 | $ | 11,296 | ||||||||||
Asset coverage ratio of senior notes and credit | ||||||||||||||||||||
facility borrowings(8) | 558 | % | 589 | % | 549 | % | 509 | % | 1,130 | % | ||||||||||
Asset coverage, per $25 liquidation value per share of | ||||||||||||||||||||
mandatory redeemable preferred stock(9) | $ | 115 | $ | 121 | $ | 112 | $ | 102 | $ | 213 | ||||||||||
Asset coverage ratio of preferred stock(9) | 458 | % | 486 | % | 448 | % | 409 | % | 852 | % |
(1) | Commencement of operations. |
(2) | Information presented relates to a share of common stock outstanding for the entire period. |
(3) | The per common share data for the years ended November 30, 2014, 2013 and 2012 and the period from October 31, 2011 through November 30, 2011 do not reflect the change in estimate of investment income and return of capital. See Note 2C to the financial statements for further disclosure. |
(4) | Represents the dilution per common share from underwriting and other offering costs for the period from October 31, 2011 through November 30, 2011. |
(5) | Not annualized for periods less than one full year. |
(6) | Total investment return is calculated assuming a purchase of common stock at the beginning of the period (or initial public offering price) 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 TTPs dividend reinvestment plan. |
(7) | Annualized for periods less than one full year. |
(8) | Represents value of total assets less all liabilities and indebtedness not represented by senior notes, credit facility borrowings and preferred stock at the end of the period divided by senior notes and credit facility borrowings outstanding at the end of the period. |
(9) | Represents value of total assets less all liabilities and indebtedness not represented by senior notes, credit facility borrowings and preferred stock at the end of the period divided by senior notes, credit facility borrowings and preferred stock outstanding at the end of the period. |
See accompanying Notes to Financial Statements. | |
Tortoise Capital Advisors | 45 |
TPZ Financial Highlights
Period from | ||||||||||||||||||||||||
December 1, 2014 | ||||||||||||||||||||||||
through | Year Ended | Year Ended | Year Ended | Year Ended | Year Ended | |||||||||||||||||||
May 31, | November 30, | November 30, | November 30, | November 30, | November 30, | |||||||||||||||||||
2015 | 2014 | 2013 | 2012 | 2011 | 2010 | |||||||||||||||||||
(unaudited) | ||||||||||||||||||||||||
Per Common Share Data(1) | ||||||||||||||||||||||||
Net Asset Value, beginning of period | $ | 31.08 | $ | 28.12 | $ | 26.76 | $ | 25.37 | $ | 24.47 | $ | 20.55 | ||||||||||||
Income from Investment Operations | ||||||||||||||||||||||||
Net investment income(2) | 0.50 | 0.81 | 0.76 | 0.72 | 0.72 | 0.73 | ||||||||||||||||||
Net realized and unrealized gain (loss)(2) | (0.31 | ) | 3.65 | 2.10 | 2.17 | 1.68 | 4.69 | |||||||||||||||||
Total income from investment | ||||||||||||||||||||||||
operations | 0.19 | 4.46 | 2.86 | 2.89 | 2.40 | 5.42 | ||||||||||||||||||
Distributions to Common Stockholders | ||||||||||||||||||||||||
Net investment income | (1.06 | ) | (0.90 | ) | (0.50 | ) | (0.88 | ) | (0.79 | ) | (0.63 | ) | ||||||||||||
Net realized gain | (0.98 | ) | (0.60 | ) | (1.00 | ) | (0.62 | ) | (0.57 | ) | (0.77 | ) | ||||||||||||
Return of capital | | | | | (0.14 | ) | (0.10 | ) | ||||||||||||||||
Total distributions to common | ||||||||||||||||||||||||
stockholders | (2.04 | ) | (1.50 | ) | (1.50 | ) | (1.50 | ) | (1.50 | ) | (1.50 | ) | ||||||||||||
Net Asset Value, end of period | $ | 29.23 | $ | 31.08 | $ | 28.12 | $ | 26.76 | $ | 25.37 | $ | 24.47 | ||||||||||||
Per common share market value, | ||||||||||||||||||||||||
end of period | $ | 26.80 | $ | 26.90 | $ | 24.74 | $ | 25.26 | $ | 24.18 | $ | 23.06 | ||||||||||||
Total Investment Return Based on | ||||||||||||||||||||||||
Market Value(3)(4) | 7.65 | % | 14.94 | % | 3.80 | % | 10.83 | % | 11.49 | % | 28.83 | % | ||||||||||||
Total Investment Return Based on | ||||||||||||||||||||||||
Net Asset Value(3)(5) | 1.62 | % | 16.84 | % | 11.36 | % | 11.90 | % | 10.24 | % | 27.60 | % | ||||||||||||
Supplemental Data and Ratios | ||||||||||||||||||||||||
Net assets applicable to common | ||||||||||||||||||||||||
stockholders, end of period (000s) | $ | 203,208 | $ | 216,048 | $ | 195,484 | $ | 186,034 | $ | 176,329 | $ | 169,874 | ||||||||||||
Average net assets (000s) | $ | 202,619 | $ | 208,698 | $ | 193,670 | $ | 182,224 | $ | 173,458 | $ | 156,685 | ||||||||||||
Ratio of Expenses to Average Net Assets(6) | ||||||||||||||||||||||||
Advisory fees | 1.17 | % | 1.12 | % | 1.13 | % | 1.13 | % | 1.13 | % | 1.15 | % | ||||||||||||
Other operating expenses | 0.28 | 0.26 | 0.26 | 0.27 | 0.28 | 0.30 | ||||||||||||||||||
Total operating expenses, | ||||||||||||||||||||||||
before fee waiver | 1.45 | 1.38 | 1.39 | 1.40 | 1.41 | 1.45 | ||||||||||||||||||
Fee waiver | (0.01 | ) | (0.07 | ) | (0.12 | ) | (0.12 | ) | (0.18 | ) | (0.18 | ) | ||||||||||||
Total operating expenses | 1.44 | 1.31 | 1.27 | 1.28 | 1.23 | 1.27 | ||||||||||||||||||
Leverage expenses | 0.23 | 0.19 | 0.25 | 0.44 | 0.42 | 0.52 | ||||||||||||||||||
Current foreign tax expense(7) | | | | | 0.00 | 0.00 | ||||||||||||||||||
Total expenses | 1.67 | % | 1.50 | % | 1.52 | % | 1.72 | % | 1.65 | % | 1.79 | % |
See accompanying Notes to Financial Statements. | |
46 | Tortoise Capital Advisors |
2015 2nd Quarter Report | May 31, 2015
Period from | ||||||||||||||||||||||||
December 1, 2014 | ||||||||||||||||||||||||
through | Year Ended | Year Ended | Year Ended | Year Ended | Year Ended | |||||||||||||||||||
May 31, | November 30, | November 30, | November 30, | November 30, | November 30, | |||||||||||||||||||
|
2015 |
|
2014 |
|
2013 |
|
2012 |
|
2011 |
|
2010 | |||||||||||||
(unaudited) | ||||||||||||||||||||||||
Ratio of net investment income to average | ||||||||||||||||||||||||
net assets before fee waiver(6) | 3.40 | % | 2.62 | % | 2.62 | % | 2.64 | % | 2.70 | % | 3.05 | % | ||||||||||||
Ratio of net investment income to average | ||||||||||||||||||||||||
net assets after fee waiver(6) | 3.41 | % | 2.69 | % | 2.74 | % | 2.76 | % | 2.88 | % | 3.23 | % | ||||||||||||
Portfolio turnover rate(3) | 13.18 | % | 18.39 | % | 12.21 | % | 13.67 | % | 8.78 | % | 21.93 | % | ||||||||||||
Credit facility borrowings, | ||||||||||||||||||||||||
end of period (000s) | $ | 50,400 | $ | 42,400 | $ | 37,400 | $ | 16,400 | $ | 13,000 | $ | 12,700 | ||||||||||||
Senior notes, end of period (000s) | | | | $ | 20,000 | $ | 20,000 | $ | 20,000 | |||||||||||||||
Per common share amount of senior | ||||||||||||||||||||||||
notes outstanding, end of period | | | | $ | 2.88 | $ | 2.88 | $ | 2.88 | |||||||||||||||
Per common share amount of net assets, | ||||||||||||||||||||||||
excluding senior notes, end of period | $ | 29.23 | $ | 31.08 | $ | 28.12 | $ | 29.64 | $ | 28.25 | $ | 27.35 | ||||||||||||
Asset coverage, per $1,000 of principal | ||||||||||||||||||||||||
amount of senior notes and credit | ||||||||||||||||||||||||
facility borrowings(8) | $ | 5,032 | $ | 6,095 | $ | 6,227 | $ | 6,111 | $ | 6,343 | $ | 6,195 | ||||||||||||
Asset coverage ratio of senior notes and | ||||||||||||||||||||||||
credit facility borrowings(8) | 503 | % | 610 | % | 623 | % | 611 | % | 634 | % | 619 | % |
(1) | Information presented relates to a share of common stock outstanding for the entire period. |
(2) | The per common share data for the years ended November 30, 2014, 2013, 2012, 2011 and 2010 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. |
(3) | Not annualized for periods less than one full year. |
(4) | 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 TPZs dividend reinvestment plan. |
(5) | Total investment return is calculated assuming a purchase of common stock at the beginning of period and a sale at net asset value on the last day of the period. The calculation also assumes reinvestment of distributions at actual prices pursuant to TPZs dividend reinvestment plan. |
(6) | Annualized for periods less than one full year. |
(7) | TPZ accrued $0, $0, $0, $0, $4,530 and $1,660 for the period from December 1, 2014 through May 31, 2015 and the years ended November 30, 2014, 2013, 2012, 2011 and 2010, respectively, for current foreign tax expense. Ratio is less than 0.01% for the years ended November 30, 2011 and 2010. |
(8) | Represents value of total assets less all liabilities and indebtedness not represented by senior notes and credit facility borrowings at the end of the period divided by senior notes and credit facility borrowings outstanding at the end of the period. |
See accompanying Notes to Financial Statements. | |
Tortoise Capital Advisors | 47 |
Notes to Financial
Statements (unaudited)
May 31, 2015
1. General Organization
This report covers the following companies, each of which is listed on the New York Stock Exchange (NYSE): Tortoise Energy Independence Fund, Inc. (NDP), Tortoise Energy Infrastructure Corp. (TYG), Tortoise MLP Fund, Inc. (NTG), Tortoise Pipeline & Energy Fund, Inc. (TTP), and Tortoise Power and Energy Infrastructure Fund, Inc. (TPZ). These companies are individually referred to as a Fund or by their respective NYSE symbols, or collectively as the Funds, and each is a non-diversified, closed-end management investment company under the Investment Company Act of 1940, as amended (the 1940 Act). Each of NDP, TYG, NTG and TTP has a primary investment objective to seek a high level of total return with an emphasis on current distributions. TPZ has a primary investment objective to provide a high level of current income, with a secondary objective of capital appreciation.
Pursuant to a plan of merger approved by the stockholders of each of TYG, Tortoise Energy Capital Corporation (TYY) and Tortoise North American Energy Corporation (TYN), TYG acquired all of the net assets of TYY ($766,488,956) and TYN ($210,449,285) on June 23, 2014 and is the accounting survivor of the mergers. A total of 20,072,262 shares of common stock of TYY were exchanged for 15,043,739 shares of common stock of TYG immediately after the closing date. A total of 6,316,079 shares of common stock of TYN were exchanged for 4,130,451 shares of common stock of TYG immediately after the closing date. These mergers qualified as tax-free reorganizations under Section 368(a)(1)(C) of the Internal Revenue Code. TYYs net assets included $718,750,155 of net unrealized appreciation on investments and $33,507,606 of accumulated net realized gain on investments. TYNs net assets included $148,701,368 of net unrealized appreciation of investments and $10,257,163 of accumulated net realized gain on investments. The aggregate net assets of TYG prior to the mergers totaled $1,469,645,683 and following the mergers the combined net assets of TYG totaled $2,446,583,924.
Assuming the mergers of TYY and TYN with and into TYG had been completed on December 1, 2013, the combined pro forma results for the year ended November 30, 2014 would have been as follows: net investment loss of $(32,685,001), net realized gain on investments and interest rate swaps of $186,798,444, net unrealized appreciation of investments and interest rate swap contracts of $239,792,532 and net increase in net assets applicable to common stockholders resulting from operations of $393,905,975.
Because the combined entities have been managed as a single integrated entity since the mergers were completed, it is not practicable to separate the amounts of revenue and earnings of TYY and TYN that have been included in TYGs financial statements since June 22, 2014.
2. Significant Accounting Policies
The Funds follow accounting and reporting guidance applicable to investment companies under U.S. generally accepted accounting principles (GAAP).
A. Use of Estimates
The preparation of financial statements in
conformity with GAAP requires management to make estimates and assumptions that
affect the reported amount of assets and liabilities and disclosure of
contingent assets and liabilities as of the date of the financial statements,
and the amount of income and expenses during the period reported. Actual results
could differ from those estimates.
B. Security Valuation
In general, and where applicable, the
Funds use readily available market quotations based upon the last updated sales
price from the principal market to determine fair value. The Funds primarily own
securities that are listed on a securities exchange or over-the-counter market.
The Funds value 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 Funds use the price from the exchange that it considers
to be the principal exchange on which the security is traded. Securities listed
on the NASDAQ are 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 is valued at the
mean between the last bid price and last ask price on such day. These securities
are categorized as Level 1 in the fair value hierarchy as further described
below.
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 a funds ability to dispose of them. Investments in private placement securities and other securities for which market quotations are not readily available are valued in good faith by using certain fair value procedures. 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 a Funds portfolio securities before the net asset value has been calculated (a significant event), the portfolio securities so affected are generally priced using fair value procedures.
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 securitys liquidity and 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 and categorized as Level 2 in the fair value hierarchy. 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. 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.
48 | Tortoise Capital Advisors |
2015 2nd Quarter Report | May 31, 2015
Notes to Financial Statements (unaudited) (continued)
Exchange-traded options are valued at the last reported sale price on any exchange on which they trade. If no sales are reported on any exchange on the measurement date, exchange-traded options are valued at the mean between the highest bid and last lowest asked prices obtained as of the closing of the exchanges on which the option is traded. The value of Flexible Exchange Options (FLEX Options) are determined (i) by an evaluated price as determined by a third-party valuation service; or (ii) by using a quotation provided by a broker-dealer.
The Funds generally value debt securities at evaluated bid prices obtained from an independent third-party valuation service that utilizes a pricing matrix based upon yield data for securities with similar characteristics, or based on a direct written broker-dealer quotation from a dealer who has made a market in the security. Debt securities with 60 days or less to maturity are valued on the basis of amortized cost, which approximates market value.
Interest rate swap contracts are valued by using industry-accepted models, which discount the estimated future cash flows based on a forward rate curve and the stated terms of the interest rate swap agreement by using interest rates currently available in the market, or based on dealer quotations, if available, and are categorized as Level 2 in the fair value hierarchy.
Various inputs are used in determining the fair value of the Funds investments and financial instruments. 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 a Funds 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.
The following tables provide the fair value measurements of applicable assets and liabilities by level within the fair value hierarchy as of May 31, 2015. These assets and liabilities are measured on a recurring basis.
NDP: | ||||||||||||
Description | Level 1 | Level 2 | Level 3 | Total | ||||||||
Assets | ||||||||||||
Investments: | ||||||||||||
Common Stock(a) | $ | 281,744,957 | $ | | $ | | $ | 281,744,957 | ||||
Master Limited Partnerships and | ||||||||||||
Related Companies(a) | 93,720,455 | 902,847 | | 94,623,302 | ||||||||
Short-Term Investment(b) | 72,594 | | | 72,594 | ||||||||
Total Assets | $ | 375,538,006 | $ | 902,847 | $ | | $ | 376,440,853 | ||||
Liabilities | ||||||||||||
Written Call Options | $ | 927,072 | $ | | $ | | $ | 927,072 | ||||
TYG: | ||||||||||||
Description | Level 1 | Level 2 | Level 3 | Total | ||||||||
Assets | ||||||||||||
Investments: | ||||||||||||
Common Stock(a) | $ | 17,633,310 | $ | | $ | | $ | 17,633,310 | ||||
Master Limited Partnerships(a) | 4,065,740,481 | 9,664,077 | | 4,075,404,558 | ||||||||
Short-Term Investment(b) | 27,712 | | | 27,712 | ||||||||
Total Assets | $ | 4,083,401,503 | $ | 9,664,077 | $ | | $ | 4,093,065,580 | ||||
Liabilities | ||||||||||||
Interest Rate Swap Contracts. |
$ |
|
$ | 526,491 | $ | | $ | 526,491 | ||||
NTG: | ||||||||||||
Description | Level 1 | Level 2 | Level 3 | Total | ||||||||
Assets | ||||||||||||
Investments: | ||||||||||||
Common Stock(a) | $ | 18,367,914 | $ | | $ | | $ | 18,367,914 | ||||
Master Limited Partnerships(a) | 2,067,905,227 | 4,910,710 | | 2,072,815,937 | ||||||||
Short-Term Investment(b) | 78,431 | | | 78,431 | ||||||||
Total Assets | $ | 2,086,351,572 | $ | 4,910,710 | $ | | $ | 2,091,262,282 |
Tortoise Capital Advisors |
49 |
Notes to Financial Statements (unaudited) (continued)
TTP: | |||||||||||
Description | Level 1 | Level 2 | Level 3 | Total | |||||||
Assets | |||||||||||
Investments: | |||||||||||
Common Stock(a) | $ | 291,493,328 |
$ |
|
$ | | $ | 291,493,328 | |||
Master Limited Partnerships and | |||||||||||
Related Companies(a) | 120,389,128 | 983,270 | | 121,372,398 | |||||||
Short-Term Investment(b) | 64,929 | | | 64,929 | |||||||
Total Assets | $ | 411,947,385 | $ | 983,270 | $ | | $ | 412,930,655 | |||
Liabilities | |||||||||||
Written Call Options | $ | 196,578 |
$ |
|
$ | | $ | 196,578 | |||
TPZ: | |||||||||||
Description | Level 1 | Level 2 | Level 3 | Total | |||||||
Assets | |||||||||||
Investments: | |||||||||||
Corporate Bonds(a) |
$ |
|
$ | 134,024,007 | $ | | $ | 134,024,007 | |||
Common Stock(a) | 45,091,720 | | | 45,091,720 | |||||||
Master Limited Partnerships and | |||||||||||
Related Companies(a) | 72,338,392 | 593,797 | | 72,932,189 | |||||||
Short-Term Investment(b) | 33,299 | | | 33,299 | |||||||
Total Assets | $ | 117,463,411 | $ | 134,617,804 | $ | | $ | 252,081,215 | |||
Liabilities | |||||||||||
Interest Rate Swap Contracts |
$ |
|
$ | 376,027 | $ | | $ | 376,027 |
(a) | All other industry classifications are identified in the Schedule of Investments. |
(b) | Short-term investment is a sweep investment for cash balances. |
None of the Funds held any Level 3 securities during the period ended May 31, 2015. The Funds utilize the beginning of reporting period method for determining transfers between levels. During the period ended May 31, 2015, TerraForm Power, Inc. common units held by TPZ in the amount of $4,054,700 were transferred from Level 2 to Level 1 when they converted into registered and unrestricted common units of TerraForm Power, Inc. There were no other transfers between levels for the Funds during the period ended May 31, 2015.
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 income and distributions are recorded on the ex-dividend
date. Distributions received from investments generally are comprised of
ordinary income and return of capital. The Funds estimate the allocation of
distributions between investment income and return of capital at the time such
distributions are received based on information provided by each portfolio
company. These estimates may subsequently be revised based on actual allocations
received from the portfolio companies 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 Funds.
Subsequent to November 30, 2014, the Funds reallocated the amount of investment income and return of capital they recognized for the period from December 1, 2013 through November 30, 2014 based on the 2014 tax reporting information received from the individual MLPs. These reclassifications amounted to:
Increase (Decrease) in | Increase (Decrease) in | Increase (Decrease) in | |||||||||||||||||||||
Net Investment Income | Unrealized Appreciation | Realized Gains | |||||||||||||||||||||
Amount | Per Share | Amount | Per Share | Amount | Per Share | ||||||||||||||||||
NDP | $ | (165,388 | ) | $ | (0.011 | ) | $ | 46,777 | $ | 0.003 | $ | 118,611 | $ | 0.008 | |||||||||
TYG | |||||||||||||||||||||||
Pre-tax | $ | 3,880,737 | $ | 0.081 | $ | (1,456,475 | ) | $ | (0.030 | ) | $ | (2,424,262 | ) | $ | (0.051 | ) | |||||||
After-tax | $ | 2,446,416 | $ | 0.051 | $ | (918,162 | ) | $ | (0.019 | ) | $ | (1,528,254 | ) | $ | (0.032 | ) | |||||||
NTG | |||||||||||||||||||||||
Pre-tax | $ | 8,304,362 | $ | 0.177 | $ | (7,617,360 | ) | $ | (0.162 | ) | $ | (687,002 | ) | $ | (0.015 | ) | |||||||
After-tax | $ | 5,253,339 | $ | 0.112 | $ | (4,818,742 | ) | $ | (0.103 | ) | $ | (434,597 | ) | $ | (0.009 | ) | |||||||
TTP | $ | 2,735 | $ | 0.000 | $ | (2,735 | ) | $ | (0.000 | ) | $ | | $ | | |||||||||
TPZ | $ | 353,170 | $ | 0.051 | $ | (348,843 | ) | $ | (0.050 | ) | $ | (4,327 | ) | $ | (0.001 | ) |
50 | Tortoise Capital Advisors |
2015 2nd Quarter Report | May 31, 2015
Notes to Financial Statements (unaudited) (continued)
Subsequent to the period ended February 28, 2015, the Company reallocated the amount of investment income and return of capital it recognized in the current fiscal year based on its revised 2015 estimates, after considering the final allocations for 2014. These reclassifications amounted to:
Increase in | Increase (Decrease) in | Increase (Decrease) in | ||||||||||||||||||||
Net Investment Income | Unrealized Appreciation | Realized Gains | ||||||||||||||||||||
Amount | Per Share | Amount | Per Share | Amount | Per Share | |||||||||||||||||
NDP | $ | 3,277 | $ | 0.000 | $ | (7,639 | ) | $ | (0.001 | ) | $ | 4,362 | $ | 0.001 | ||||||||
TYG | ||||||||||||||||||||||
Pre-tax | $ | 267,545 | $ | 0.006 | $ | 2,136,868 | $ | 0.044 | $ | (2,404,413 | ) | $ | (0.050 | ) | ||||||||
After-tax | $ | 168,660 | $ | 0.004 | $ | 1,347,082 | $ | 0.028 | $ | (1,515,742 | ) | $ | (0.032 | ) | ||||||||
NTG | ||||||||||||||||||||||
Pre-tax | $ | 856,023 | $ | 0.018 | $ | 3,534,563 | $ | 0.075 | $ | (4,390,586 | ) | $ | (0.093 | ) | ||||||||
After-tax | $ | 541,520 | $ | 0.011 | $ | 2,235,965 | $ | 0.048 | $ | (2,777,485 | ) | $ | (0.059 | ) | ||||||||
TTP | $ | 14,792 | $ | 0.001 | $ | (53,587 | ) | $ | (0.005 | ) | $ | 38,795 | $ | 0.004 | ||||||||
TPZ | $ | 35,532 | $ | 0.005 | $ | (57,043 | ) | $ | (0.008 | ) | $ | 21,511 | $ | 0.003 |
In addition, the Funds may be subject to withholding taxes on foreign-sourced income. The Funds accrue such taxes when the related income is earned.
D. Foreign Currency
Translation
For foreign currency,
investments in foreign securities, and other assets and liabilities denominated
in a foreign currency, the Funds translate these amounts into U.S. dollars on
the following basis: (i) market value of investment securities, assets and
liabilities at the current rate of exchange on the valuation date, and (ii)
purchases and sales of investment securities, income and expenses at the
relevant rates of exchange on the respective dates of such transactions. The
Funds do not isolate the portion of gains and losses on investments that is due
to changes in the foreign exchange rates from that which is due to changes in
market prices of securities.
E. Federal and State Income
Taxation
TYG and NTG, as corporations, are
each 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%. TYG and NTG may be subject to a 20% federal alternative
minimum tax (AMT) on its federal alternative minimum taxable income to the
extent that its AMT exceeds its regular federal income tax.
NDP, TTP and TPZ each qualify as a regulated investment company (RIC) under the Internal Revenue Code (IRC). As a result, NDP, TTP and TPZ generally will not be subject to U.S. federal income tax on income and gains that they distribute each taxable year to stockholders if they meet certain minimum distribution requirements. RICs are required to distribute substantially all of their income, in addition to meeting certain asset diversification requirements, and are subject to a 4% non-deductible U.S. federal excise tax on certain undistributed income unless the fund makes sufficient distributions to satisfy the excise tax avoidance requirement.
The Funds invest in master limited partnerships (MLPs), which generally are treated as partnerships for federal income tax purposes. As a limited partner in the MLPs, each Fund reports its allocable share of the MLPs taxable income in computing its own taxable income. The Funds tax expense or benefit, if applicable, is included in the Statement of Operations based on the component of income or gains (losses) to which such expense or benefit relates. For TYG and NTG, 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.
The Funds recognize the tax benefits of uncertain tax positions only when the position is more likely than not to be sustained upon examination by the tax authorities based on the technical merits of the tax position. The Funds policy is to record interest and penalties on uncertain tax positions as part of tax expense. As of May 31, 2015, the Funds had no uncertain tax positions and no penalties and interest were accrued. The Funds do not expect any change in their unrecognized tax positions in the next twelve months. Tax years since the year ended November 30, 2005 for TYG, since inception for NDP, NTG and TTP, and since the year ended November 30, 2011 for TPZ remain open to examination by federal and state tax authorities.
F. Distributions to Stockholders
Distributions to common stockholders are
recorded on the ex-dividend date. The Funds 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 amount of any distributions will be
determined by the Board of Directors. The character of distributions to common
stockholders made during the year may differ from their ultimate
characterization for federal income tax purposes.
As RICs, NDP, TTP and TPZ each intend to make cash distributions of its investment company taxable income and capital gains to common stockholders. In addition, on an annual basis, NDP, TTP and TPZ each may distribute additional capital gains in the last calendar quarter if necessary to meet minimum distribution requirements and thus avoid being subject to excise taxes. Distributions paid to stockholders in excess of investment company taxable income and net realized gains will be treated as return of capital to stockholders.
Tortoise Capital Advisors | 51 |
Notes to Financial Statements (unaudited) (continued)
Distributions to mandatory redeemable preferred (MRP) stockholders are accrued daily based on applicable distribution rates for each series and paid periodically according to the terms of the agreements. The Funds may not declare or pay distributions to its preferred stockholders if it does not meet a 200% 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 tax purposes, distributions to stockholders for the year ended November 30, 2014 were characterized as follows:
NDP* | TYG | NTG | TTP* | TPZ* | ||||||||||||||||||||||||||||||||||||
Common | Common | Preferred | Common | Preferred | Common | Preferred | Common | |||||||||||||||||||||||||||||||||
Qualified dividend income | 12 | % | 100 | % | 100 | % | 92 | % | 100 | % | 1 | % | 1 | % | 7 | % | ||||||||||||||||||||||||
Ordinary dividend income | 56 | % | | | | | | | 58 | % | ||||||||||||||||||||||||||||||
Return of capital | 5 | % | | | 8 | % | | | | | ||||||||||||||||||||||||||||||
Long-term capital gain | 27 | % | | | | | 99 | % | 99 | % | 35 | % |
* For Federal income tax purposes, distributions of short-term capital gains are treated as ordinary income distributions.
The tax character of distributions paid to common and preferred stockholders for the current year will be determined subsequent to November 30, 2015.
G. Offering and Debt Issuance
Costs
Offering costs related to the
issuance of common stock are charged to additional paid-in capital when the
stock is issued. Debt issuance costs related to senior notes and MRP Stock are
capitalized and amortized over the period the debt or MRP Stock is outstanding.
TYG:
Capitalized costs (excluding underwriter commissions) were reflected
during the period ended May 31, 2015 for Series II Notes ($16,898), Series JJ
Notes ($33,797) and Series KK Notes ($16,898) that were issued in December 2014,
for Series LL Notes ($26,350), Series MM Notes ($39,275), Series NN Notes
($27,435) and Series OO Notes ($27,435) that were issued in April 2015, for MRP
C Shares ($23,900) that were issued in the prior year and for additional amounts
of MRP D Shares ($471,206) and MRP E Shares ($457,094) that were issued in
December 2014.
TTP:
Capitalized costs (excluding underwriter commissions) were reflected
during the period ended May 31, 2015 for the Series E Notes ($25,779), Series F
Notes ($15,467) and Series G Notes ($15,467) that were issued in December
2014.
There were no offering or debt issuance costs recorded during the period ended May 31, 2015 for NDP, NTG or TPZ.
H. Derivative Financial
Instruments
The Funds have established
policies and procedures for risk assessment and the approval, reporting and
monitoring of derivative financial instrument activities. The Funds do 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 Statements of
Operations. Derivative instruments that are subject to an enforceable master
netting arrangement allow a Fund and the counterparty to the instrument to
offset any exposure to the other party with amounts owed to the other party. The
fair value of derivative financial instruments in a loss position are offset
against the fair value of derivative financial instruments in a gain position,
with the net fair value appropriately reflected as an asset or liability within
the accompanying Statements of Assets & Liabilities.
TYG and TPZ use interest rate swap contracts in an attempt to manage interest rate risk. Cash settlements under the terms of the interest rate swap contracts and the termination of such contracts are recorded as realized gains or losses in the accompanying Statements of Operations.
NDP and TTP seek to provide current income from gains earned through an option strategy which normally consists of writing (selling) call options on selected equity securities in the portfolio (covered calls). The premium received on a written call option is initially recorded as a liability and subsequently adjusted to the then current fair value of the option written. Premiums received from writing call options that expire unexercised are recorded as a realized gain on the expiration date. Premiums received from writing call options that are exercised are added to the proceeds from the sale of the underlying security to calculate the realized gain (loss). If a written call option is repurchased prior to its exercise, the realized gain (loss) is the difference between the premium received and the amount paid to repurchase the option.
I. Indemnifications
Under each of the Funds organizational documents, its
officers and directors are indemnified against certain liabilities arising out
of the performance of their duties to the Funds. In addition, in the normal
course of business, the Funds may enter into contracts that provide general
indemnification to other parties. A Funds maximum exposure under these
arrangements is unknown, as this would involve future claims that may be made
against the Funds that have not yet occurred, and may not occur. However, the
Funds have not had prior claims or losses pursuant to these contracts and expect
the risk of loss to be remote.
J. Cash and Cash
Equivalents
Cash and cash equivalents
include short-term, liquid investments with an original maturity of three months
or less and include money market fund accounts.
52 | Tortoise Capital Advisors |
2015 2nd Quarter Report | May 31, 2015
Notes to Financial Statements (unaudited) (continued)
K. Recent Accounting
Pronouncements
In April 2015, the FASB
issued ASU 2015-03 Interest Imputation of Interest (Subtopic 835-30),
Simplifying the Presentation of Debt Issuance Costs. ASU 2015-03 requires that
debt issuance costs related to a note shall be reported in the balance sheet as
a direct deduction from the face amount of that note. ASU 2015-03 is effective
for periods beginning on or after December 15, 2015 and must be applied
retrospectively. In May 2015, the FASB issued ASU 2015-07 Disclosures for
Investments in Certain Entities That Calculate Net Asset Value per Share (or Its
Equivalent). ASU 2015-07 removes the requirement to categorize within the fair
value hierarchy all investments for which fair value is measured using the net
asset value per share practical expedient. ASU 2015-07 is effective for periods
beginning on or after December 15, 2015 and must be applied retrospectively.
Management is currently evaluating the impact of these amendments on the
financial statements.
3. Concentration Risk
Each of the Funds concentrates its investments in the energy sector. Funds that primarily invest in a particular sector may experience greater volatility than companies investing in a broad range of industry sectors. A Fund 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 a Fund uses this strategy, it may not achieve its investment objective.
4. Agreements
The Funds have each entered into an Investment Advisory Agreement with Tortoise Capital Advisors, L.L.C. (the Adviser). The Funds each pay the Adviser a fee based on the Funds 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. Waived fees are not subject to recapture by the Adviser. The annual fee rates paid to the Adviser as of May 31, 2015 are as follows:
NDP |
1.10%, less a fee waiver of 0.15% during calendar year 2014 and 0.10% during calendar years 2015 and 2016. |
TYG |
0.95% up to $2,500,000,000, 0.90% between $2,500,000,000 and $3,500,000,000, and 0.85% above $3,500,000,000. |
NTG |
0.95%, less a fee waiver of 0.10% during calendar year 2014 and 0.05% during calendar year 2015. |
TTP |
1.10%, less a fee waiver of 0.15% during calendar year 2014, 0.10% during calendar year 2015, and 0.05% during calendar year 2016. |
TPZ |
0.95%, less a fee waiver of 0.05% during calendar year 2014. |
In addition, the Adviser has contractually agreed to waive all fees due under the Investment Advisory Agreements for TYG and NTG related to the net proceeds received from the issuance of additional common stock under at-the-market equity programs for a six month period following the date of issuance.
U.S. Bancorp Fund Services, LLC serves as each Funds administrator. Each fund pays the administrator a monthly fee computed at an annual rate of 0.04% of the first $1,000,000,000 of the Funds Managed Assets, 0.01% on the next $500,000,000 of Managed Assets and 0.005% on the balance of the Funds Managed Assets.
U.S. Bank, N.A. serves as the Funds custodian. Each fund pays the custodian a monthly fee computed at an annual rate of 0.004% of the Funds U.S. Dollar-denominated assets and 0.015% of the Funds Canadian Dollar-denominated assets, plus portfolio transaction fees.
5. Income Taxes
TYG and NTG:
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 TYGs and NTGs deferred tax assets
and liabilities as of May 31, 2015 are as follows:
TYG | NTG | ||||
Deferred tax assets: | |||||
Net operating loss carryforwards | $ | 2,462,195 | $ | 72,361,820 | |
AMT credit | 1,117,941 | 581,000 | |||
State of Kansas credit | 4,055 | | |||
3,584,191 | 72,942,820 | ||||
Deferred tax liabilities: | |||||
Basis reduction of investment in MLPs | 265,888,997 | 145,742,817 | |||
Net unrealized gains on investment securities | 649,729,153 | 231,634,388 | |||
915,618,150 | 377,377,205 | ||||
Total net deferred tax liability | $ | 912,033,959 | $ | 304,434,385 |
Tortoise Capital Advisors | 53 |
Notes to Financial Statements (unaudited) (continued)
At May 31, 2015, a valuation allowance on deferred tax assets was not deemed necessary because each of TYG and NTG believe it is more likely than not that there is an ability to realize its deferred tax assets through future taxable income. Any adjustments to TYGs or NTGs estimates of future taxable income will be made in the period such determination is made.
Total income tax benefit for each of TYG and NTG differs from the amount computed by applying the federal statutory income tax rate of 35% to net investment loss and net realized gains and unrealized losses on investments for the period ended May 31, 2015, as follows:
TYG |
NTG | ||||||
Application of statutory income tax rate | $ | (73,762,775 | ) | $ | (51,554,280 | ) | |
State income taxes, net of federal tax effect | (4,130,715 | ) | (2,562,985 | ) | |||
Permanent differences | 1,832,855 | 211,416 | |||||
Total income tax benefit | $ | (76,060,635 | ) | $ | (53,905,849 | ) |
Total income taxes are computed by applying the federal statutory rate plus a blended state income tax rate. For the period ended May 31, 2015, the components of income tax benefit for TYG and NTG include the following:
TYG | NTG | ||||||
Current tax expense | |||||||
Federal | $ | 8,075,584 | $ | | |||
State | 717,374 | | |||||
Total current tax expense | 8,792,958 | | |||||
Deferred tax benefit | |||||||
Federal | (80,353,782 | ) | (51,352,878 | ) | |||
State (net of federal tax effect) | (4,499,811 | ) | (2,552,971 | ) | |||
Total deferred tax benefit | (84,853,593 | ) | (53,905,849 | ) | |||
Total income tax benefit | $ | (76,060,635 | ) | $ | (53,905,849 | ) |
TYG acquired all of the net assets of TYY and TYN on June 23, 2014 in a tax-free reorganization under Section 368(a)(1)(C) of the IRC. As of November 30, 2014, TYG and NTG had net operating losses for federal income tax purposes of approximately $6,578,000 (from TYN) and $165,645,000, respectively. The net operating losses may be carried forward for 20 years. If not utilized, these net operating losses will expire in the years ending November 30, 2026 and 2027 for TYG and in the years ending November 30, 2031 through 2033 for NTG. Utilization of TYGs net operating losses from TYN is further subject to Section 382 limitations of the IRC, which limit tax attributes subsequent to ownership changes. The amount of deferred tax asset for net operating losses at May 31, 2015 includes amounts for the period from December 1, 2014 through May 31, 2015. As of November 30, 2014, AMT credits of $1,117,941 for TYG and $581,000 for NTG were available, which may be credited in the future against regular income tax. These credits may be carried forward indefinitely.
NDP, TTP and TPZ:
It is the intention of NDP, TTP and TPZ to each continue to
qualify as a RIC under Subchapter M of the IRC and distribute all of its taxable
income. Accordingly, no provision for federal income taxes is required in the
financial statements.
The amount and character of income and capital gain distributions to be paid, if any, are determined in accordance with federal income tax regulations, which may differ from U.S. generally accepted accounting principles. These differences are primarily due to return of capital distributions from underlying investments, wash sales, straddles, swaps, differences in the timing of recognition of gains or losses on investments and distributions in excess of current earnings. These reclassifications have no impact on net assets or results of operations. Permanent book and tax basis differences, if any, may result in reclassifications of undistributed (accumulated) net investment income (loss), undistributed (accumulated) net realized gain (loss) and additional paid-in capital.
As of November 30, 2014, the components of accumulated earnings (deficit) on a tax basis were as follows:
NDP | TTP | TPZ | |||||||||||
Unrealized appreciation (depreciation) | $ | (9,392,242 | ) | $ | 115,372,795 | $ | 77,416,294 | ||||||
Undistributed long-term capital gain | | 2,429,495 | 9,165,389 | ||||||||||
Other temporary differences | (3,164,659 | ) | * | (1,937,156 | ) | * | (23,253 | ) | |||||
Accumulated earnings (deficit) | $ | (12,556,901 | ) | $ | 115,865,134 | $ | 86,558,430 |
*Other temporary differences primarily related to losses deferred under straddle regulations per IRC Sec. 1092.
54 | Tortoise Capital Advisors |
2015 2nd Quarter Report | May 31, 2015
Notes to Financial Statements (unaudited) (continued)
As of May 31, 2015, the aggregate cost of investments, aggregate gross unrealized appreciation and aggregate gross unrealized depreciation on a federal income tax basis were as follows:
NDP | TYG | NTG | TTP | TPZ | ||||||||||||||||
Cost of investments | $ | 367,681,170 | $ | 1,615,243,920 | $ | 1,064,106,034 | $ | 316,964,136 | $ | 184,182,830 | ||||||||||
Gross unrealized appreciation of investments | $ | 48,471,474 | $ | 2,477,826,911 | $ | 1,027,164,838 | $ | 109,962,638 | $ | 69,985,432 | ||||||||||
Gross unrealized depreciation of investments | (39,711,791 | ) | (5,251 | ) | (8,590 | ) | (13,996,119 | ) | (2,087,047 | ) | ||||||||||
Net unrealized appreciation of investments | $ | 8,759,683 | $ | 2,477,821,660 | $ | 1,027,156,248 | $ | 95,966,519 | $ | 67,898,385 |
6. Restricted Securities
Certain of the Funds investments are restricted and are valued as determined in accordance with fair value procedures, as more fully described in Note 2. The carrying value per unit of unrestricted common units of Shell Midstream Partners, L.P. was $46.91 on May 12, 2015, the date of the purchase agreement and the date an enforceable right to acquire the restricted Shell Midstream Partners, L.P. units was obtained by each Fund. The table below shows the principal amount, acquisition date(s), acquisition cost, fair value and the percent of net assets which the securities comprise at May 31, 2015.
NDP: | |||||||||||||||||
Fair Value | |||||||||||||||||
as Percent | |||||||||||||||||
Investment Security | Shares | Acquisition Date | Acquisition Cost | Fair Value | of Net Assets | ||||||||||||
Shell Midstream Partners, L.P. | 21,139 | 05/18/15 | $ | 824,421 | $ | 902,847 | 0.3% | ||||||||||
TYG: | |||||||||||||||||
Fair Value | |||||||||||||||||
as Percent | |||||||||||||||||
Investment Security | Shares | Acquisition Date | Acquisition Cost | Fair Value | of Net Assets | ||||||||||||
Shell Midstream Partners, L.P. | 226,272 | 05/18/15 | $ | 8,824,608 | $ | 9,664,077 | 0.4% | ||||||||||
NTG: | |||||||||||||||||
Fair Value | |||||||||||||||||
as Percent | |||||||||||||||||
Investment Security | Shares | Acquisition Date | Acquisition Cost | Fair Value | of Net Assets | ||||||||||||
Shell Midstream Partners, L.P. | 114,978 | 05/18/15 | $ | 4,484,142 | $ | 4,910,710 | 0.4% | ||||||||||
TTP: | |||||||||||||||||
Fair Value | |||||||||||||||||
as Percent | |||||||||||||||||
Investment Security | Shares | Acquisition Date | Acquisition Cost | Fair Value | of Net Assets | ||||||||||||
Shell Midstream Partners, L.P. | 23,022 | 05/18/15 | $ | 897,858 | $ | 983,270 | 0.3% | ||||||||||
TPZ: | |||||||||||||||||
Fair Value | |||||||||||||||||
Principal Amount/ | as Percent | ||||||||||||||||
Investment Security | Shares | Acquisition Date(s) | Acquisition Cost | Fair Value | of Net Assets | ||||||||||||
Columbia Pipeline Group, Inc., | |||||||||||||||||
3.300%, 06/01/2020* | $ | 2,000,000 | 05/19/15 | $ | 1,996,400 | $ | 2,015,896 | 1.0% | |||||||||
DCP Midstream LLC, | |||||||||||||||||
9.750%, 03/15/2019* | $ | 3,000,000 | 08/07/09-08/16/12 | 3,674,870 | 3,497,430 | 1.7 | |||||||||||
Duquesne Light Holdings, Inc., | |||||||||||||||||
6.400%, 09/15/2020* | $ | 3,000,000 | 11/30/11 | 3,180,330 | 3,525,339 | 1.7 | |||||||||||
Duquesne Light Holdings, Inc., | |||||||||||||||||
5.900%, 12/01/2021* | $ | 2,000,000 | 11/18/11-12/05/11 | 2,074,420 | 2,323,402 | 1.2 | |||||||||||
Florida Gas Transmission Co., LLC, | |||||||||||||||||
5.450%, 07/15/2020* | $ | 1,500,000 | 07/08/10-01/04/11 | 1,551,220 | 1,677,480 | 0.8 | |||||||||||
Gibson Energy Inc., | |||||||||||||||||
6.750%, 07/15/2021* | $ | 4,500,000 | 06/26/13-07/01/13 | 4,459,760 | 4,680,000 | 2.3 | |||||||||||
Midcontinent Express Pipeline, LLC, | |||||||||||||||||
6.700%, 09/15/2019* | $ | 6,000,000 | 09/09/09-03/02/10 | 6,055,570 | 6,487,500 | 3.2 | |||||||||||
NRG Yield Operating LLC, | |||||||||||||||||
5.375%, 08/15/2024* | $ | 2,500,000 | 07/31/14 | 2,530,000 | 2,575,000 | 1.3 | |||||||||||
Ruby Pipeline, LLC, | |||||||||||||||||
6.000%, 04/01/2022* | $ | 1,500,000 | 09/17/12 | 1,616,250 | 1,654,422 | 0.8 | |||||||||||
Shell Midstream Partners, L.P. | 13,903 | 05/18/15 | 542,217 | 593,797 | 0.3 |
Tortoise Capital Advisors | 55 |
Notes to Financial Statements (unaudited) (continued)
Fair Value | |||||||||||||||||||||
Principal Amount/ | as Percent | ||||||||||||||||||||
Investment Security | Shares | Acquisition Date(s) | Acquisition Cost | Fair Value | of Net Assets | ||||||||||||||||
Source Gas, LLC, | |||||||||||||||||||||
5.900%, 04/01/2017* | $ | 5,770,000 | 04/21/10 | $ | 5,544,521 | $ | 6,133,781 | 3.0 | % | ||||||||||||
Southern Star Central Corp., | |||||||||||||||||||||
5.125%, 07/15/2022* | $ | 3,000,000 | 06/17/14 | 3,041,250 | 3,135,000 | 1.6 | |||||||||||||||
Southern Star Central Gas Pipeline, Inc., | |||||||||||||||||||||
6.000%, 06/01/2016* | $ | 2,000,000 | 08/24/09 | 1,970,000 | 2,077,412 | 1.0 | |||||||||||||||
$ | 38,236,808 | $ | 40,376,459 | 19.9 | % |
*Security is eligible for resale under Rule 144A under the 1933 Act.
7. Investment Transactions
For the period ended May 31, 2015, the amount of security transactions (other than U.S. government securities and short-term investments), is as follows:
NDP | TYG | NTG | TTP | TPZ | |||||||||||
Purchases | $ | 32,200,174 | $ | 327,478,016 | $ | 218,913,367 | $ | 45,639,769 | $ | 33,072,248 | |||||
Sales | $ | 43,073,425 | $ | 318,835,519 | $ | 214,363,020 | $ | 52,368,159 | $ | 34,668,516 |
8. Senior Notes
TYG, NTG and TTP each have issued private senior notes (collectively, the Notes), which are unsecured obligations and, upon liquidation, dissolution or winding up of a Fund, will rank: (1) senior to all of the Funds outstanding preferred shares, if any; (2) senior to all of the Funds outstanding common shares; (3) on parity with any unsecured creditors of the Fund and any unsecured senior securities representing indebtedness of the Fund and (4) junior to any secured creditors of the Fund. Holders of the Notes are entitled to receive periodic cash interest payments until maturity. The Notes are not listed on any exchange or automated quotation system.
The Notes are redeemable in certain circumstances at the option of a Fund, subject to payment of any applicable make-whole amounts or early redemption premiums. The Notes for a Fund are also subject to a mandatory redemption if the Fund 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 May 31, 2015, each of TYG, NTG and TTP were in compliance with asset coverage covenants and basic maintenance covenants for its senior notes.
Details of each Funds outstanding Notes, including estimated fair value, as of May 31, 2015 are included below. The estimated fair value of each series of fixed-rate Notes was calculated, for disclosure purposes, by discounting future cash flows by a rate equal to the current U.S. Treasury rate with an equivalent maturity date, plus either 1) the spread between the interest rate on recently issued debt and the U.S. Treasury rate with a similar maturity date or 2) if there has not been a recent debt issuance, the spread between the AAA corporate finance debt rate and the U.S. Treasury rate with an equivalent maturity date plus the spread between the fixed rates of the Notes and the AAA corporate finance debt rate. The estimated fair value of floating rate Notes approximates the carrying amount because the interest rate fluctuates with changes in interest rates available in the current market. The estimated fair values in the tables below are Level 2 valuations within the fair value hierarchy.
TYG: | |||||||||||||||||
Notional/Carrying | Estimated | ||||||||||||||||
Series | Maturity Date | Interest Rate | Payment Frequency | Amount | Fair Value | ||||||||||||
Series W | June 15, 2016 | 3.88 | % | Quarterly | $ | 12,500,000 | $ | 12,911,836 | |||||||||
Series G | December 21, 2016 | 5.85 | % | Quarterly | 30,000,000 | 32,257,546 | |||||||||||
Series M | September 27, 2017 | 2.75 | % | Semi-Annual | 13,000,000 | 13,285,748 | |||||||||||
Series BB | September 27, 2017 | 2.75 | % | Semi-Annual | 12,000,000 | 12,263,767 | |||||||||||
Series I | May 12, 2018 | 4.35 | % | Quarterly | 10,000,000 | 10,630,305 | |||||||||||
Series X | June 15, 2018 | 4.55 | % | Quarterly | 12,500,000 | 13,465,707 | |||||||||||
Series N | September 27, 2018 | 3.15 | % | Semi-Annual | 10,000,000 | 10,313,484 | |||||||||||
Series Q | September 27, 2018 | 1.62 | %(1) | Quarterly | 10,000,000 | 10,000,000 | |||||||||||
Series EE | September 27, 2018 | 1.62 | %(1) | Quarterly | 5,000,000 | 5,000,000 | |||||||||||
Series U | April 17, 2019 | 1.62 | %(2) | Quarterly | 35,000,000 | 35,000,000 | |||||||||||
Series GG | April 17, 2019 | 1.62 | %(2) | Quarterly | 20,000,000 | 20,000,000 | |||||||||||
Series HH | September 9, 2019 | 1.56 | %(3) | Quarterly | 20,000,000 | 20,000,000 | |||||||||||
Series CC | September 27, 2019 | 3.48 | % | Semi-Annual | 15,000,000 | 15,606,481 | |||||||||||
Series J | December 19, 2019 | 3.30 | % | Semi-Annual | 15,000,000 | 15,604,874 | |||||||||||
Series Y | June 14, 2020 | 2.77 | % | Semi-Annual | 12,500,000 | 12,615,814 | |||||||||||
Series LL | June 14, 2020 | 1.47 | %(4) | Quarterly | 20,000,000 | 20,000,000 | |||||||||||
Series O | September 27, 2020 | 3.78 | % | Semi-Annual | 15,000,000 | 15,750,572 | |||||||||||
Series Z | June 14, 2021 | 2.98 | % | Semi-Annual | 12,500,000 | 12,626,913 |
56 | Tortoise Capital Advisors |
2015 2nd Quarter Report | May 31, 2015
Notes to Financial Statements (unaudited) (continued)
Notional/Carrying | Estimated | ||||||||||||||||
Series | Maturity Date | Interest Rate | Payment Frequency | Amount | Fair Value | ||||||||||||
Series R | January 22, 2022 | 3.77 | % | Semi-Annual | $ | 25,000,000 | $ | 26,254,865 | |||||||||
Series DD | September 27, 2022 | 4.21 | % | Semi-Annual | 13,000,000 | 13,909,749 | |||||||||||
Series II | December 18, 2022 | 3.22 | % | Semi-Annual | 10,000,000 | 10,107,738 | |||||||||||
Series K | December 19, 2022 | 3.87 | % | Semi-Annual | 10,000,000 | 10,574,977 | |||||||||||
Series S | January 22, 2023 | 3.99 | % | Semi-Annual | 10,000,000 | 10,624,726 | |||||||||||
Series P | September 27, 2023 | 4.39 | % | Semi-Annual | 12,000,000 | 13,016,940 | |||||||||||
Series FF | November 20, 2023 | 4.16 | % | Semi-Annual | 10,000,000 | 10,612,251 | |||||||||||
Series JJ | December 18, 2023 | 3.34 | % | Semi-Annual | 20,000,000 | 20,274,424 | |||||||||||
Series T | January 22, 2024 | 4.16 | % | Semi-Annual | 25,000,000 | 26,877,855 | |||||||||||
Series L | December 19, 2024 | 3.99 | % | Semi-Annual | 20,000,000 | 21,269,174 | |||||||||||
Series AA | June 14, 2025 | 3.48 | % | Semi-Annual | 10,000,000 | 10,168,257 | |||||||||||
Series MM | June 14, 2025 | 1.52 | %(5) | Quarterly | 30,000,000 | 30,000,000 | |||||||||||
Series NN | June 14, 2025 | 3.20 | % | Semi-Annual | 30,000,000 | 29,435,114 | |||||||||||
Series KK | December 18, 2025 | 3.53 | % | Semi-Annual | 10,000,000 | 10,194,760 | |||||||||||
Series OO | April 9, 2026 | 3.27 | % | Semi-Annual | 30,000,000 | 29,499,799 | |||||||||||
$ | 545,000,000 | $ | 560,153,676 |
(1) | Floating rate resets each quarter based on 3-month LIBOR plus 1.35%. The current rate is effective for the period from March 27, 2015 through June 27, 2015. The weighted-average interest rate for the period ended May 31, 2015 was 1.61%. |
(2) | Floating rate resets each quarter based on 3-month LIBOR plus 1.35%. The current rate is effective for the period from April 17, 2015 through July 17, 2015. The weighted-average interest rate for the period ended May 31, 2015 was 1.60%. |
(3) | Floating rate resets each quarter based on 3-month LIBOR plus 1.30%. The current rate is effective for the period from March 9, 2015 through June 9, 2015. The weighted-average interest rate for the period ended May 31, 2015 was 1.55%. |
(4) | Floating rate resets each quarter based on 3-month LIBOR plus 1.20%. The current rate is effective for the period from April 2, 2015 (date of issuance) through June 15, 2015. The weighted-average interest rate from April 2, 2015 (date of issuance) through May 31, 2015 was 1.47%. |
(5) | Floating rate resets each quarter based on 3-month LIBOR plus 1.25%. The current rate is effective for the period from April 2, 2015 (date of issuance) through June 15, 2015. The weighted-average interest rate from April 2, 2015 (date of issuance) through May 31, 2015 was 1.52%. |
During the period ended May 31, 2015, TYG issued Notes with an aggregate principal amount of $150,000,000. Series II Notes ($10,000,000), Series JJ Notes ($20,000,000) and Series KK Notes ($10,000,000) were each issued on December 18, 2014. Series LL Notes ($20,000,000) and Series MM Notes ($30,000,000) were each issued on April 2, 2015. Series NN Notes ($30,000,000) and Series OO Notes ($30,000,000) were each issued on April 9, 2015. TYGs Series V Notes with a notional amount of $39,400,000 and a fixed interest rate of 6.07% were paid in full upon maturity on December 21, 2014. TYGs Series E Notes with a notional amount of $110,000,000 and a fixed interest rate of 6.11% were paid in full upon maturity on April 10, 2015.
NTG: | ||||||||||||||||||
Notional/Carrying | Estimated | |||||||||||||||||
Series | Maturity Date | Interest Rate | Payment Frequency | Amount | Fair Value | |||||||||||||
Series B | December 15, 2015 | 3.14 | % | Quarterly | $ | 24,000,000 | $ | 24,398,362 | ||||||||||
Series E | December 15, 2015 | 1.97 | %(1) | Quarterly | 25,000,000 | 25,000,000 | ||||||||||||
Series C | December 15, 2017 | 3.73 | % | Quarterly | 57,000,000 | 59,789,938 | ||||||||||||
Series I | April 17, 2018 | 2.77 | % | Semi-Annual | 10,000,000 | 10,190,526 | ||||||||||||
Series G | May 12, 2018 | 4.35 | % | Quarterly | 10,000,000 | 10,630,305 | ||||||||||||
Series H | April 17, 2019 | 1.62 | %(2) | Quarterly | 45,000,000 | 45,000,000 | ||||||||||||
Series K | September 9, 2019 | 1.56 | %(3) | Quarterly | 35,000,000 | 35,000,000 | ||||||||||||
Series D | December 15, 2020 | 4.29 | % | Quarterly | 112,000,000 | 120,783,113 | ||||||||||||
Series J | April 17, 2021 | 3.72 | % | Semi-Annual | 30,000,000 | 31,273,339 | ||||||||||||
$ | 348,000,000 | $ | 362,065,583 |
(1) | Floating rate resets each quarter based on 3-month LIBOR plus 1.70%. The current rate is effective for the period from March 15, 2015 through June 15, 2015. The weighted-average rate for the period ended May 31, 2015 was 1.95%. |
(2) | Floating rate resets each quarter based on 3-month LIBOR plus 1.35%. The current rate is effective for the period from April 17, 2015 through July 17, 2015. The weighted-average rate for the period ended May 31, 2015 was 1.60%. |
(3) | Floating rate resets each quarter based on 3-month LIBOR plus 1.30%. The current rate is effective for the period from March 9, 2015 through June 9, 2015. The weighted-average rate for the period ended May 31, 2015 was 1.55%. |
Tortoise Capital Advisors | 57 |
Notes to Financial Statements (unaudited) (continued)
TTP: | |||||||||||||||||||
Notional/Carrying | Estimated | ||||||||||||||||||
Series | Maturity Date | Interest Rate | Payment Frequency | Amount | Fair Value | ||||||||||||||
Series A | December 15, 2016 | 2.02 | %(1) | Quarterly | $ | 10,000,000 | $ | 10,000,000 | |||||||||||
Series C | December 15, 2018 | 3.49 | % | Quarterly | 6,000,000 | 6,265,756 | |||||||||||||
Series E | December 12, 2019 | 1.27 | %(2) | Quarterly | 10,000,000 | 10,000,000 | |||||||||||||
Series F | December 12, 2020 | 3.01 | % | Semi-Annual | 6,000,000 | 6,042,040 | |||||||||||||
Series D | December 15, 2021 | 4.08 | % | Quarterly | 16,000,000 | 17,035,759 | |||||||||||||
Series G | December 12, 2022 | 1.32 | %(3) | Quarterly | 6,000,000 | 6,000,000 | |||||||||||||
$ | 54,000,000 | $ | 55,343,555 |
(1) | Floating rate resets each quarter based on 3-month LIBOR plus 1.75%. The current rate is effective for the period from March 15, 2015 through June 15, 2015. The weighted-average interest rate for the period ended May 31, 2015 was 2.00%. |
(2) | Floating rate resets each quarter based on 3-month LIBOR plus 1.00%. The current rate is effective for the period from March 12, 2015 through June 12, 2015. The weighted-average interest rate for the period from December 12, 2014 (date of issuance) through May 31, 2015 was 1.25%. |
(3) | Floating rate resets each quarter based on 3-month LIBOR plus 1.05%. The current rate is effective for the period from March 12, 2015 through June 12, 2015. The weighted-average interest rate for the period from December 12, 2014 (date of issuance) through May 31, 2015 was 1.30%. |
During the period ended May 31, 2015, TTP issued Notes with an aggregate principal amount of $22,000,000. Series E Notes ($10,000,000), Series F Notes ($6,000,000) and Series G Notes ($6,000,000) were each issued on December 12, 2014. TTPs Series B Notes with a notional amount of $17,000,000 and a fixed interest rate of 2.50% were paid in full upon maturity on December 15, 2014.
9. Preferred Stock
TYG, NTG and TTP each have issued and outstanding MRP Stock at May 31, 2015. The MRP Stock has rights determined by the Board of Directors. Except as otherwise indicated in the Funds 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.
Under the Investment Company Act of 1940, a fund 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%. The MRP Stock is also subject to a mandatory redemption if a Fund fails to meet an asset coverage ratio of at least 225% as determined in accordance with the 1940 Act or a rating agency basic maintenance amount if such failure is not waived or cured. At May 31, 2015, each of TYG, NTG and TTP were in compliance with asset coverage covenants and basic maintenance covenants for its MRP Stock.
Details of each Funds outstanding MRP Stock, including estimated fair value, as of May 31, 2015 is included below. At May 31, 2015, the estimated fair value of the TYG MRP B and TYG MRP C Stock are based on the closing market price per share of $10.031 and $10.300, respectively and are Level 1 valuations within the fair value hierarchy. The estimated fair value of the TYG MRP D Stock, TYG MRP E Stock, as well as each series of NTG MRP Stock and TTP MRP Stock, was calculated for disclosure purposes by discounting future cash flows by a rate equal to the current U.S. Treasury rate with an equivalent maturity date, plus either 1) the spread between the interest rate on recently issued preferred stock and the U.S. Treasury rate with a similar maturity date or 2) if there has not been a recent preferred stock issuance, the spread between the AA corporate finance debt rate and the U.S. Treasury rate with an equivalent maturity date plus the spread between the fixed rates of the MRP Stock and the AA corporate finance debt rate. The estimated fair values of the TYG MRP D Stock, TYG MRP E Stock, NTG MRP Stock and TTP MRP Stock are Level 2 valuations within the fair value hierarchy.
TYG:
TYG has 65,000,000 shares of preferred stock authorized and 29,500,000
shares of MRP Stock outstanding at May 31, 2015. TYG issued an additional
3,600,000 shares of MRP D Stock and an additional 3,500,000 shares of MRP E
Stock on December 17, 2014. The MRP Stock has a liquidation value of $10.00 per
share plus any accumulated but unpaid distributions, whether or not declared.
The MRP B Stock and MRP C Stock pay cash distributions on the first business day
of each month and trade on the NYSE under the symbol TYG Pr B and TYG Pr C,
respectively. Holders of the MRP D Stock and MRP E Stock are entitled to receive
cash interest payments semi-annually at a fixed rate until maturity. The MRP D
Stock and MRP E Stock are not listed on any exchange or automated quotation
system.
Aggregate Liquidation | Estimated | ||||||||||||||||||||
Series | Mandatory Redemption Date | Fixed Rate | Shares Outstanding | Preference | Fair Value | ||||||||||||||||
MRP C Stock | May 1, 2018 | 3.950 | % | 5,000,000 | $ | 50,000,000 | $ | 51,500,000 | |||||||||||||
MRP D Stock | December 17, 2021 | 4.010 | % | 8,500,000 | 85,000,000 | 87,872,781 | |||||||||||||||
MRP E Stock | December 17, 2024 | 4.340 | % | 8,000,000 | 80,000,000 | 84,015,551 | |||||||||||||||
MRP B Stock | December 31, 2027 | 4.375 | % | 8,000,000 | 80,000,000 | 80,248,000 | |||||||||||||||
29,500,000 | $ | 295,000,000 | $ | 303,636,332 |
58 | Tortoise Capital Advisors |
2015 2nd Quarter Report | May 31, 2015
Notes to Financial Statements (unaudited) (continued)
TYGs MRP Stock is redeemable in certain circumstances at the option of TYG. The MRP B Stock has an optional redemption feature allowing TYG to redeem all or a portion of the stock after December 31, 2015 and on or prior to December 31, 2016 at $10.10 per share. Any optional redemption after December 31, 2016 and on or prior to December 31, 2017 will be at $10.05 per share. Any redemption after December 31, 2017 will be at the liquidation preference amount of $10.00 per share. The MRP C Stock has an optional redemption feature allowing TYG to redeem all or a portion of the stock after May 1, 2015 at the liquidation preference amount of $10.00 per share. The MRP D and MRP E Stock may be redeemed prior to maturity, subject to payment of any applicable make-whole amounts.
NTG:
NTG has 10,000,000 shares of preferred stock authorized and 3,600,000
shares of MRP Stock outstanding at May 31, 2015. NTGs MRP Stock has a
liquidation value of $25.00 per share plus any accumulated but unpaid
distributions, whether or not declared. Holders of NTG MRP Stock are entitled to
receive cash interest payments each quarter at a fixed rate until maturity. The
NTG MRP Stock is not listed on any exchange or automated quotation
system.
Aggregate Liquidation | Estimated | ||||||||||||||||
Series | Mandatory Redemption Date | Fixed Rate | Shares Outstanding | Preference | Fair Value | ||||||||||||
Series A | December 15, 2015 | 3.69 | % | 1,000,000 | $ | 25,000,000 | $ | 25,436,267 | |||||||||
Series B | December 15, 2017 | 4.33 | % | 2,600,000 | 65,000,000 | 68,244,701 | |||||||||||
3,600,000 | $ | 90,000,000 | $ | 93,680,968 |
NTGs MRP Stock is redeemable in certain circumstances at the option of NTG, subject to payment of any applicable make-whole amounts.
TTP:
TTP has 10,000,000 shares of preferred stock authorized and 640,000
shares of MRP Stock outstanding at May 31, 2015. TTPs MRP Stock has a
liquidation value of $25.00 per share plus any accumulated but unpaid
distributions, whether or not declared. Holders of TTP MRP Stock are entitled to
receive cash interest payments each quarter at a fixed rate until maturity. The
TTP MRP Stock is not listed on any exchange or automated quotation
system.
Aggregate Liquidation | Estimated | ||||||||
Series | Mandatory Redemption Date | Fixed Rate | Shares Outstanding | Preference | Fair Value | ||||
Series A | December 15, 2018 | 4.29% | 640,000 | $ 16,000,000 | $ 16,839,074 |
TTPs MRP Stock is redeemable in certain circumstances at the option of TTP, subject to payment of any applicable make-whole amounts.
10. Credit Facilities
The following table shows key terms, average borrowing activity and interest rates for the period during which the facility was utilized during the period ended May 31, 2015, as well as the principal balance and interest rate in effect at May 31, 2015 for each of the Funds credit facilities:
NDP | TYG | TYG | NTG | TTP | TPZ | |||||||
BNP Paribas Prime | Bank of America, | The Bank of Nova | BNP Paribas Prime | |||||||||
Lending syndicate agent | Brokerage, Inc. | U.S. Bank, N.A. | Scotia Bank, N.A. | N.A. | Scotia | Brokerage, Inc. | ||||||
Unsecured, | Unsecured, | Unsecured, | Unsecured, | |||||||||
Revolving margin | revolving credit | revolving credit | revolving credit | revolving credit | Revolving margin | |||||||
Type of facility | loan | facility | facility | facility | facility | loan | ||||||
Borrowing capacity | $85,000,000 | $157,500,000 | $100,000,000 | $107,000,000 | $30,000,000 | $65,000,000 | ||||||
270-day rolling | 270-day rolling | |||||||||||
Maturity date | evergreen | June 15, 2015 | June 23, 2016 | June 15, 2015 | June 15, 2015 | evergreen | ||||||
1-month LIBOR | 1-month LIBOR | 1-month LIBOR | 1-month LIBOR | 1-month LIBOR | 1-month LIBOR | |||||||
Interest rate | plus 0.80% | plus 1.125% | plus 1.20% | plus 1.125% | plus 1.125% | plus 0.80% | ||||||
Non-usage fee | N/A | 0.15% | 0.15%* | 0.15% | 0.15% | N/A | ||||||
For the period ended | ||||||||||||
May 31, 2015: | ||||||||||||
Average principal balance | $58,700,000 | $79,100,000 | $59,900,000 | $71,800,000 | $18,400,000 | $47,600,000 | ||||||
Average interest rate | 0.97% | 1.30% | 1.37% | 1.30% | 1.30% | 0.97% | ||||||
As of May 31, 2015: | ||||||||||||
Principal balance outstanding | $61,400,000 | $100,700,000 | $60,000,000 | $74,700,000 | $19,900,000 | $50,400,000 | ||||||
Interest rate | 0.98% | 1.31% | 1.38% | 1.31% | 1.31% | 0.98% |
* Non-usage fee is waived if the outstanding balance on the facility is at least $60,000,000
Tortoise Capital Advisors | 59 |
Notes to Financial Statements (unaudited) (continued)
Under the terms of the credit facilities, the Funds must maintain asset coverage required under the 1940 Act. If a Fund 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 May 31, 2015, each Fund was in compliance with the terms of their credit facilities.
11. Derivative Financial Instruments
The Funds have adopted the disclosure provisions of FASB Accounting Standard Codification 815, Derivatives and Hedging (ASC 815). ASC 815 requires enhanced disclosures about the Funds use of and accounting for derivative instruments and the effect of derivative instruments on the Funds results of operations and financial position. Tabular disclosure regarding derivative fair value and gain/loss by contract type (e.g., interest rate contracts, foreign exchange contracts, credit contracts, etc.) is required and derivatives accounted for as hedging instruments under ASC 815 must be disclosed separately from those that do not qualify for hedge accounting. Even though the Funds may use derivatives in an attempt to achieve an economic hedge, the Funds derivatives are not accounted for as hedging instruments under ASC 815 because investment companies account for their derivatives at fair value and record any changes in fair value in current period earnings.
Interest Rate Swap
Contracts
TYG and TPZ have each entered into
interest rate swap contracts in an attempt to protect it from increasing
interest expense on its leverage resulting from increasing interest rates. A
decline in interest rates may result in a decline in the value of the swap
contracts, which may result in a decline in the net assets of TYG and TPZ. At
the time the interest rate swap contracts reach their scheduled termination,
there is a risk that TYG and TPZ will not be able to obtain a replacement
transaction, or that the terms of the replacement would not be as favorable as
on the expiring transaction. In addition, if TYG or TPZ is required to terminate
any swap contract early due to a decline in net assets below a threshold amount
($450,000,000 for TYG and $60,000,000 for TPZ), the net asset value declining
50% during a span of 12 months, or failing to maintain a required 300% asset
coverage of the liquidation value of the outstanding debt, then TYG or TPZ could
be required to make a payment to the extent of any net unrealized depreciation
of the terminated swaps, in addition to redeeming all or some of its outstanding
debt. TYG and TPZ each segregate a portion of its assets as collateral for the
amount of any net liability of its interest rate swap contracts.
Details of the interest rate swap contracts outstanding for TYG as of May 31, 2015, are as follows:
Fixed Rate | Floating Rate | |||||||||||||||||
Maturity | Notional | Paid by | Received by | Unrealized | ||||||||||||||
Counterparty | Date | Amount | TYG | TYG | Depreciation | |||||||||||||
The Bank of Nova Scotia | 09/02/2016 | $ | 5,000,000 | 1.258 | % | 1-month U.S. Dollar LIBOR | $ | (50,129 | ) | |||||||||
The Bank of Nova Scotia | 09/02/2018 | 5,000,000 | 1.815 | % | 1-month U.S. Dollar LIBOR | (105,132 | ) | |||||||||||
The Bank of Nova Scotia | 09/02/2021 | 10,000,000 | 2.381 | % | 1-month U.S. Dollar LIBOR | (371,230 | ) | |||||||||||
$ | 20,000,000 | $ | (526,491 | ) |
On February 24, 2015, TYG terminated $18,300,000 notional amount of interest rate swap contracts with Wells Fargo Bank, N.A. and realized a loss of $357,090 upon termination of the contracts. On March 9, 2015, TYG terminated $18,300,000 notional amount of interest rate swap contracts with Wells Fargo Bank, N.A. and realized a loss of $242,434 upon termination of the contracts. On March 23, 2015, TYG terminated $27,500,000 notional amount of interest rate swap contracts with Wells Fargo Bank, N.A. and realized a loss of $1,922,311 upon termination of the contracts. On March 26, 2015, TYG terminated $45,900,000 notional amount of interest rate swap contracts with Wells Fargo Bank, N.A. and realized a loss of $2,168,227 upon termination of the contracts.
Details of the interest rate swap contracts outstanding for TPZ as of May 31, 2015, are as follows:
Fixed Rate | Floating Rate | Unrealized | ||||||||||||||||
Maturity | Notional | Paid by | Received by | Appreciation | ||||||||||||||
Counterparty | Date | Amount | TPZ | TPZ | (Depreciation) | |||||||||||||
Wells Fargo Bank, N.A. | 01/05/2016 | $ | 2,500,000 | 1.09 | % | 3-month U.S. Dollar LIBOR | $ | (14,131 | ) | |||||||||
Wells Fargo Bank, N.A. | 01/05/2017 | 2,500,000 | 1.34 | % | 3-month U.S. Dollar LIBOR | (31,620 | ) | |||||||||||
Wells Fargo Bank, N.A. | 08/07/2017 | 6,000,000 | 1.89 | % | 3-month U.S. Dollar LIBOR | (138,096 | ) | |||||||||||
Wells Fargo Bank, N.A. | 08/06/2018 | 6,000,000 | 1.95 | % | 3-month U.S. Dollar LIBOR | (151,430 | ) | |||||||||||
Wells Fargo Bank, N.A. | 11/29/2019 | 6,000,000 | 1.33 | % | 3-month U.S. Dollar LIBOR | 46,674 | ||||||||||||
Wells Fargo Bank, N.A. | 08/06/2020 | 3,000,000 | 2.18 | % | 3-month U.S. Dollar LIBOR | (87,424 | ) | |||||||||||
$ | 26,000,000 | $ | (376,027 | ) |
TYG and TPZ are exposed to credit risk on the interest rate swap contracts if the counterparty should fail to perform under the terms of the interest rate swap contracts. The amount of credit risk is limited to the net appreciation of the interest rate swap contracts, if any, as no collateral is pledged by the counterparty. In addition, if the counterparty to the interest rate swap contracts defaults, the Fund would incur a loss in the amount of the receivable and would not receive amounts due from the counterparty to offset the interest payments on the Funds leverage.
The average notional amount of all open swap agreements for TYG and TPZ for the period ended May 31, 2015 was approximately $84,300,000 and $26,000,000, respectively.
60 | Tortoise Capital Advisors |
2015 2nd Quarter Report | May 31, 2015
Notes to Financial Statements (unaudited) (continued)
The following table presents TYGs and TPZs interest rate swap contracts, each of which is subject to a netting agreement, on a gross and a net basis at May 31, 2015:
Gross Amounts Not Offset in the | |||||||||||||||||||
Statements of Assets & Liabilities | |||||||||||||||||||
Gross Amounts | Net Amounts of Assets | ||||||||||||||||||
Offset in the | Presented | ||||||||||||||||||
Gross Amounts | Statements of | in the Statements | |||||||||||||||||
of Recognized | Assets & | of Assets & | Financial | Cash Collateral | |||||||||||||||
Description | Assets | Liabilities | Liabilities | Instruments | Received | Net Amount | |||||||||||||
TPZ: Interest Rate Swap Contracts | $ | 46,674 | $ | (46,674 | ) | $ | | $ | $ | $ | | ||||||||
Gross Amounts Not Offset in the | |||||||||||||||||||
Statements of Assets & Liabilities | |||||||||||||||||||
Gross Amounts | Net Amounts of | ||||||||||||||||||
Offset in the | Liabilities Presented in | ||||||||||||||||||
Gross Amounts | Statements of | the Statements | |||||||||||||||||
of Recognized |
Assets & | of Assets & | Financial | Cash Collateral | |||||||||||||||
Description |
Liabilities |
Liabilities | Liabilities | Instruments | Received | Net Amount | |||||||||||||
TYG: Interest Rate Swap Contracts | $ | 526,491 | $ | | $ | 526,491 | $ | $ | $ | 526,491 | |||||||||
TPZ: Interest Rate Swap Contracts | $ | 422,701 | $ | (46,674 | ) | $ | 376,027 | $ | $ | $ | 376,027 |
Written Call
Options
Transactions in written option
contracts for NDP and TTP for the period ended May 31, 2015, are as
follows:
NDP | TTP | |||||||||||||||||
Number of | Number of | |||||||||||||||||
Contracts | Premium | Contracts | Premium | |||||||||||||||
Options outstanding at November 30, 2014 | 37,829 | $ | 1,600,265 | 8,937 | $ | 437,356 | ||||||||||||
Options written | 263,434 | 11,439,939 | 49,196 | 2,732,704 | ||||||||||||||
Options closed* | (231,158 | ) | (10,103,168 | ) | (43,448 | ) | (2,351,879 | ) | ||||||||||
Options exercised | (3,432 | ) | (166,048 | ) | (1,897 | ) | (127,422 | ) | ||||||||||
Options expired | (23,871 | ) | (921,996 | ) | (4,950 | ) | (268,016 | ) | ||||||||||
Options outstanding at May 31, 2015 | 42,802 | $ | 1,848,992 | 7,838 | $ | 422,743 |
* | The aggregate cost of closing written option contracts was $10,685,426 for NDP and $2,387,890 for TTP, resulting in net realized losses of $582,258 and $36,011 for NDP and TTP, respectively. |
The following table presents the types and fair value of derivatives by location as presented on the Statement of Assets & Liabilities at May 31, 2015:
Liabilities | |||||||
Derivatives not accounted for as | |||||||
hedging instruments under ASC 815 | Location | Fair Value | |||||
NDP: Written equity call options | Options written, at fair value | $ | 927,072 | ||||
TYG: Interest rate swap contracts | Interest rate swap contracts | $ | 526,491 | ||||
TTP: Written equity call options | Options written, at fair value | $ | 196,578 | ||||
TPZ: Interest rate swap contracts | Interest rate swap contracts | $ | 376,027 |
The following table presents the effect of derivatives on the Statements of Operations for the period ended May 31, 2015:
Net Unrealized Appreciation | ||||||||||||||
Derivatives not accounted for as | Location of Gains | Net Realized Gain | (Depreciation) of | |||||||||||
hedging instruments under ASC 815 | (Losses) on Derivatives | (Loss) on Derivatives | of Derivatives | |||||||||||
NDP: Written equity call options | Options | $ | 339,738 | $ | (308,528 | ) | ||||||||
TYG: Interest rate swap contracts | Interest rate swaps | $ | (4,872,255 | ) | $ | 2,212,315 | ||||||||
TTP: Written equity call options | Options | $ | 232,005 | $ | (119,922 | ) | ||||||||
TPZ: Interest rate swap contracts | Interest rate swaps | $ | (187,569 | ) | $ | (20,315 | ) |
Tortoise Capital Advisors | 61 |
Notes to Financial Statements (unaudited) (continued)
12. Subsequent Events
NDP:
NDP has performed an evaluation of subsequent events through the date the
financial statements were issued and has determined that no items require
recognition or disclosure.
TYG:
On June 15, 2015, TYG entered into an amendment to its credit facility
with U.S. Bank, N.A. that extends the credit facility through June 13, 2017. The
terms of the amendment provide for an unsecured revolving credit facility of
$157,500,000. During the extension, outstanding balances generally will accrue
interest at a variable annual rate equal to one-month LIBOR plus 1.20 percent
and unused portions of the credit facility will accrue a non-usage fee equal to
an annual rate of 0.15 percent.
TYG has performed an evaluation of subsequent events through the date the financial statements were issued and has determined that no additional items require recognition or disclosure.
NTG:
On June 15, 2015, NTG entered into an amendment to its credit facility
that extends the credit facility through June 13, 2017. The terms of the
amendment provide for an unsecured revolving credit facility of $117,000,000.
During the extension, outstanding balances generally will accrue interest at a
variable annual rate equal to one-month LIBOR plus 1.20 percent and unused
portions of the credit facility will accrue a non-usage fee equal to an annual
rate of 0.15 percent.
On June 25, 2015, NTG announced a modification to a non-fundamental investment policy that reduces the minimum amount it invests in equity securities of natural gas infrastructure MLPs from at least 70% of its total assets to at least 50%.
NTG has performed an evaluation of subsequent events through the date the financial statements were issued and has determined that no additional items require recognition or disclosure.
TTP:
On June 15, 2015, TTPs existing credit facility matured and was replaced
by an unsecured 364-day rolling evergreen credit facility with Scotia Bank, N.A.
The terms of the agreement provide for a $35,000,000 facility and allows for the
interest rate on outstanding balances to be fixed at the option of TTP.
Outstanding variable rate loan balances generally will accrue interest at a
variable annual rate equal to one-month LIBOR plus 1.125 percent. Unused
portions of the credit facility not represented by fixed or variable rate loans
will accrue a non-usage fee equal to an annual rate of 0.15 percent.
TTP has performed an evaluation of subsequent events through the date the financial statements were issued and has determined that no additional items require recognition or disclosure.
TPZ:
On June 30, 2015, TPZ paid a distribution in the amount of $0.1375 per
common share, for a total of $955,808. Of this total, the dividend reinvestment
amounted to $43,556.
TPZ has performed an evaluation of subsequent events through the date the financial statements were issued and has determined that no additional items require recognition or disclosure.
62 | Tortoise Capital Advisors |
2015 2nd Quarter Report | May 31, 2015
Additional Information (unaudited)
Stockholder Proxy Voting
Results
The annual meeting of stockholders
for each Fund was held on May 18, 2015. The matters considered at the meeting by
each fund, together with the actual vote tabulations relating to such matters
are as follows:
1. To elect two directors of the Fund, to hold office for a term of three years and until their successors are duly elected and qualified.
Charles E. Heath | NDP | TYG | NTG | TTP | TPZ | |||||
Affirmative | 11,382,849 | 21,978,343 | 3,000,000 | 520,000 | 4,676,041 | |||||
Withheld | 162,261 | 116,943 | | | 43,644 | |||||
TOTAL | 11,545,110 | 22,095,286 | 3,000,000 | 520,000 | 4,719,685 | |||||
Rand C. Berney | NDP | TYG | NTG | TTP | TPZ | |||||
Affirmative | 11,395,745 | 60,141,382 | 39,722,954 | 7,180,335 | 4,678,571 | |||||
Withheld | 149,365 | 717,506 | 831,438 | 147,287 | 41,114 | |||||
TOTAL | 11,545,110 | 60,858,888 | 40,554,392 | 7,327,622 | 4,719,685 |
Each of H. Kevin Birzer and Alexandra Herger continued as a director with a term expiring on the date of the 2016 annual meeting of stockholders. Each of Conrad S. Ciccotello and Terry C. Matlack continued as a director with a term expiring on the date of the 2017 annual meeting of stockholders.
2. To ratify the selection of Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending November 30, 2015.
NDP | TYG | NTG | TTP | TPZ | ||||||
Affirmative | 11,471,863 | 60,254,956 | 40,170,917 | 7,279,684 | 4,683,234 | |||||
Against | 54,620 | 213,065 | 178,715 | 30,424 | 19,539 | |||||
Abstain | 18,627 | 390,867 | 204,762 | 17,514 | 16,912 | |||||
TOTAL | 11,545,110 | 60,858,888 | 40,554,394 | 7,327,622 | 4,719,685 |
Based upon votes required for approval, each of these matters passed.
Tortoise Capital Advisors | 63 |
Additional Information (unaudited) (continued)
Director and Officer
Compensation
The Funds do 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 May 31, 2015, the
aggregate compensation paid by the Funds to the independent directors was as
follows:
NDP | $ | 55,500 | ||
TYG | $ | 148,000 | ||
NTG | $ | 105,500 | ||
TTP | $ | 55,500 | ||
TPZ | $ | 43,000 |
The Funds 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 each Funds 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 each Fund 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 each Fund uses to determine how to vote proxies relating to
portfolio securities owned by the Fund and information regarding how each Fund
voted proxies relating to the portfolio of securities during the 12-month period
ended June 30, 2014 are available to stockholders (i) without charge, upon
request by calling the Adviser at (913) 981-1020 or toll-free at (866) 362-9331
and on the Advisers Web site at www.tortoiseadvisors.com; and (ii) on the SECs
Web site at www.sec.gov.
Form N-Q
Each Fund files its complete schedule of portfolio holdings for the first
and third quarters of each fiscal year with the SEC on Form N-Q. Each Funds
Form N-Q is available without charge upon request by calling the Adviser at
(866) 362-9331 or by visiting the SECs Web site at www.sec.gov. In addition,
you may review and copy each Funds Form N-Q at the SECs Public Reference Room
in Washington D.C. You may obtain information on the operation of the Public
Reference Room by calling (800) SEC-0330.
Each Funds Form N-Qs are also available on the Advisers Web site at www.tortoiseadvisors.com.
Statement of Additional
Information
The Statement of Additional
Information (SAI) includes additional information about each Funds directors
and is available upon request without charge by calling the Adviser at (866)
362-9331 or by visiting the SECs Web site at www.sec.gov.
Certifications
Each Funds Chief Executive Officer has submitted to the New
York Stock Exchange the annual CEO certification as required by Section
303A.12(a) of the NYSE Listed Company Manual.
Each Fund has filed with the SEC, as an exhibit to its most recently filed Form N-CSR, the certification of its Chief Executive Officer and Principal Financial Officer required by Section 302 of the Sarbanes-Oxley Act.
Privacy Policy
In order to conduct its business, each Fund collects and
maintains certain nonpublic personal information about its stockholders of
record with respect to their transactions in shares of each Funds securities.
This information includes the stockholders 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 Funds other stockholders or the Funds 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 Funds 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.
Repurchase
Disclosure
Notice is hereby given in
accordance with Section 23(c) of the 1940 Act, that each Fund may from time to
time purchase shares of its common stock in the open market.
64 | Tortoise Capital Advisors |
Office of the
Company
and of the Investment Adviser
Tortoise Capital Advisors, L.L.C.
11550 Ash Street, Suite
300
Leawood, Kan. 66211
(913) 981-1020
(913) 981-1021
(fax)
www.tortoiseadvisors.com
Board of Directors
of
Tortoise Energy
Independence Fund, Inc.
Tortoise Energy Infrastructure Corp.
Tortoise MLP
Fund, Inc.
Tortoise
Pipeline & Energy Fund, Inc.
Tortoise Power and Energy Infrastructure Fund, Inc.
H. Kevin Birzer, Chairman
Tortoise Capital Advisors,
L.L.C.
Terry Matlack
Tortoise Capital Advisors, L.L.C.
Rand C.
Berney
Independent
Conrad S. Ciccotello
Independent
Charles
E. Heath
Independent
Alexandra Herger
Independent
Administrator
U.S. Bancorp Fund
Services, LLC
615 East Michigan St.
Milwaukee, Wis. 53202
Custodian
U.S. Bank,
N.A.
1555 North Rivercenter Drive, Suite
302
Milwaukee, Wis. 53212
Transfer, Dividend
Disbursing
and Reinvestment Agent
Computershare Trust Company, N.A. /
Computershare Inc.
P.O. Box 30170
College
Station, Tex. 77842-3170
(800) 426-5523
www.computershare.com
Legal
Counsel
Husch Blackwell LLP
4801 Main
St.
Kansas City, Mo. 64112
Investor
Relations
(866)
362-9331
info@tortoiseadvisors.com
Stock
Symbols
Listed NYSE Symbols: NDP, TYG,
NTG, TTP, TPZ
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.
11550 Ash
Street, Suite 300
Leawood, KS 66211
www.tortoiseadvisors.com
Item 2. Code of Ethics.
Not applicable for semi-annual reports.
Item 3. Audit Committee Financial Expert.
Not applicable for semi-annual reports.
Item 4. Principal Accountant Fees and Services.
Not applicable for semi-annual reports.
Item 5. Audit Committee of Listed Registrants.
Not applicable for semi-annual reports.
Item 6. Investments.
(a) Schedule of Investments is included as part of the report to shareholders filed under Item 1.
(b) Not applicable.
Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.
Not applicable for semi-annual reports.
Item 8. Portfolio Managers of Closed-End Management Investment Companies.
As of the date of this filing, management of the Registrants portfolio is the responsibility of a team of portfolio managers consisting of H. Kevin Birzer, Terry Matlack, Zachary A. Hamel, Kenneth P. Malvey, Brian A. Kessens, James R. Mick, Matthew G.P. Sallee and Robert J. Thummel, Jr., all of whom are Managing Directors of the Adviser, comprise the investment committee of the Adviser and share responsibility for such investment management. Biographical and other information about each member that has joined the Advisers investment committee since the most recent annual report on Form N-CSR is set forth below.
Name and Age* | Position(s) Held with Company and Length of Time Served |
Principal Occupation During Past Five Years | ||
Brian A. Kessens |
President since June 30, 2015 |
Investment Analyst of the Adviser from 2008 to June 2012; Senior Investment Analyst of the Adviser from June 2012 to July 2013; Portfolio Manager of the Adviser since July 2013; Managing Director of the Adviser since January 2015; Member of the Investment Committee of the Adviser and President of each of the company and Tortoise Power and Energy Infrastructure Fund, Inc. (TPZ) since June 30, 2015. CFA designation since 2006. | ||
James R. Mick |
N/A |
Research Analyst of the Adviser from 2006 to 2011; Investment Analyst of the Adviser from 2011 to June 2012; Senior Investment Analyst of the Adviser from June 2012 to July 2013; Portfolio Manager of the Adviser since July 2013; Managing Director of the Adviser since January 2014; Member of the Investment Committee of the Adviser since June 30, 2015. CFA designation since 2010. | ||
Matthew G.P. Sallee |
N/A |
Research Analyst of the Adviser from 2005 to 2009; Investment Analyst of the Adviser from 2009 to June 2012; Senior Investment Analyst of the Adviser from June 2012 to July 2013; Portfolio Manager of the Adviser since July 2013; Managing Director of the Adviser since January 2014; Member of the Investment Committee of the Adviser and President of each of Tortoise Energy Infrastructure Corp. (TYG) and Tortoise MLP Fund, Inc. (NTG) since June 30, 2015. CFA designation since 2009. | ||
Robert J. Thummel,
Jr. |
N/A |
Investment Analyst of the Adviser from 2004 to June 2012; Senior Investment Analyst of the Adviser from June 2012 to July 2013; Portfolio Manager of the Adviser since July 2013; Managing Director of the Adviser since January 2014; President of Tortoise North American Energy Corporation (TYN) from 2008 until its merger into TYG effective June 23, 2014; Member of the Investment Committee of the Adviser and President of Tortoise Energy Independence Fund, Inc. (NDP) since June 30, 2015. |
*The address of each member of the investment committee is 11550 Ash Street, Suite 300, Leawood, Kansas 66211.
The Adviser also serves as the investment adviser to TPZ, NTG, TYG and NDP.
The following table provides information about the other accounts managed on a day-to-day basis by each of the portfolio managers that have joined the Advisers investment committee since the most recent annual report on Form N-CSR as of June 30, 2015:
Number of | |||||||||||||
Accounts | Total Assets of | ||||||||||||
Paying a | Accounts Paying | ||||||||||||
Number of | Total Assets of | Performance | a Performance | ||||||||||
Name of Manager | Accounts | Accounts | Fee | Fee | |||||||||
Brian A. Kessens | |||||||||||||
Registered investment companies | 11 | $ | 9,612,066,658 | 0 | | ||||||||
Other pooled investment vehicles | 13 | $ | 421,226,973 | 1 | $9,624,907 | ||||||||
Other accounts | 986 | $ | 6,582,068,241 | 0 | | ||||||||
James R. Mick | |||||||||||||
Registered investment companies | 11 | $ | 9,612,066,658 | 0 | | ||||||||
Other pooled investment vehicles | 13 | $ | 421,226,973 | 1 | $9,624,907 | ||||||||
Other accounts | 986 | $ | 6,582,068,241 | 0 | | ||||||||
Matthew G.P. Sallee | |||||||||||||
Registered investment companies | 11 | $ | 9,612,066,658 | 0 | | ||||||||
Other pooled investment vehicles | 13 | $ | 421,226,973 | 1 | $9,624,907 | ||||||||
Other accounts | 986 | $ | 6,582,068,241 | 0 | | ||||||||
Robert J. Thummel, Jr. | |||||||||||||
Registered investment companies | 11 | $ | 9,612,066,658 | 0 | | ||||||||
Other pooled investment vehicles | 13 | $ | 421,226,973 | 1 | $9,624,907 | ||||||||
Other accounts | 986 | $ | 6,582,068,241 | 0 | |
Material Conflicts of Interest
Conflicts of interest may arise from the fact that the Adviser and its affiliates carry on substantial investment activities for other clients, in which the Registrant has no interest, some of which may have investment strategies similar to the Registrant. In addition, conflicts of interest may arise from the fact that a related person of the Adviser has an interest in a limited liability company client, similar to a general partner interest in a partnership, for which the Adviser also serves as manager. The Adviser or its affiliates may have financial incentives to favor certain of these accounts over the Registrant. For example, the Adviser may have an incentive to allocate potentially more favorable investment opportunities to other funds and clients that pay the Adviser an incentive or performance fee. Performance and incentive fees also create the incentive to allocate potentially riskier, but potentially better performing, investments to such funds and other clients in an effort to increase the incentive fee. The Adviser also may have an incentive to make investments in one fund, having the effect of increasing the value of a security in the same issuer held by another fund. Any of their proprietary accounts or other customer accounts may compete with the Registrant for specific trades. The Adviser or its affiliates may give advice and recommend securities to, or buy or sell securities for, other accounts and customers, which advice or securities recommended may differ from advice given to, or securities recommended or bought or sold for, the Registrant, even though their investment objectives may be the same as, or similar to, the Registrants objectives. The Adviser has written allocation policies and procedures designed to address potential conflicts of interest. For instance, when two or more clients advised by the Adviser or its affiliates seek to purchase or sell the same publicly traded securities, the securities actually purchased or sold will be allocated among the clients on a good faith equitable basis by the Adviser in its discretion and in accordance with the clients various investment objectives and the Advisers procedures. In some cases, this system may adversely affect the price or size of the position the Registrant may obtain or sell. In other cases, the Registrants ability to participate in volume transactions may produce better execution for it. When possible, the Adviser combines all of the trade orders into one or more block orders, and each account participates at the average unit or share price obtained in a block order. When block orders are only partially filled, the Adviser considers a number of factors in determining how allocations are made, with the overall goal to allocate in a manner so that accounts are not preferred or disadvantaged over time. The Adviser also has allocation policies for transactions involving private placement securities, which are designed to result in a fair and equitable participation in offerings or sales for each participating client.
The Adviser also serves as investment adviser for four other publicly traded management investment companies, all of which invest in the energy sector.
The Adviser will evaluate a variety of factors in determining whether a particular investment opportunity or strategy is appropriate and feasible for the relevant account at a particular time, including, but not limited to, the following: (1) the nature of the investment opportunity taken in the context of the other investments at the time; (2) the liquidity of the investment relative to the needs of the particular entity or account; (3) the availability of the opportunity (i.e., size of obtainable position); (4) the transaction costs involved; and (5) the investment or regulatory limitations applicable to the particular entity or account. Because these considerations may differ when applied to the Registrant and relevant accounts under management in the context of any particular investment opportunity, the Registrants investment activities, on the one hand, and other managed accounts, on the other hand, may differ considerably from time to time. In addition, the Registrants fees and expenses will differ from those of the other managed accounts. Accordingly, stockholders should be aware that the Registrants future performance and the future performance of the other accounts of the Adviser may vary.
Situations may occur when the Registrant could be disadvantaged because of the investment activities conducted by the Adviser and its affiliates for their other accounts. Such situations may be based on, among other things, the following: (1) legal or internal restrictions on the combined size of positions that may be taken for the Registrant or the other accounts, thereby limiting the size of the Registrants position; (2) the difficulty of liquidating an investment for the Registrant or the other accounts where the market cannot absorb the sale of the combined position; or (3) limits on co-investing in negotiated transactions under the Investment Company Act of 1940.
Under the Investment Company Act of 1940, the Registrant and its affiliated companies may be precluded from co-investing in negotiated private placements of securities. As such, the Registrant will not co-invest with its affiliates in negotiated private placement transactions. The Adviser will observe a policy for allocating negotiated private investment opportunities among its clients that takes into account the amount of each clients available cash and its investment objectives. These allocation policies may result in the allocation of investment opportunities to an affiliated company rather than to the Registrant.
To the extent that the Adviser sources and structures private investments in master limited partnerships (MLPs), certain employees of the Adviser may become aware of actions planned by MLPs, such as acquisitions, which may not be announced to the public. It is possible that the Registrant could be precluded from investing in or selling securities of an MLP about which the Adviser has material, non-public information; however, it is the Advisers intention to ensure that any material, non-public information available to certain employees of the Adviser is not shared with the employees responsible for the purchase and sale of publicly traded MLP securities or to confirm prior to receipt of any material non-public information that the information will shortly be made public. The Registrants investment opportunities also may be limited by affiliations of the Adviser or its affiliates with energy infrastructure companies.
The Adviser and its principals, officers, employees, and affiliates may buy and sell securities or other investments for their own accounts and may have actual or potential conflicts of interest with respect to investments made on the Registrants behalf. As a result of differing trading and investment strategies or constraints, positions may be taken by principals, officers, employees, and affiliates of the Adviser that are the same as, different from, or made at a different time than positions taken for the Registrant. Further, the Adviser may at some time in the future, manage additional investment funds with the same investment objective as the Registrants.
Compensation
None of Messrs. Kessens, Mick, Sallee and Thummel receives any direct compensation from the Registrant or any other of the managed accounts reflected in the table above. All such accounts are managed by the Adviser. Each of Messrs. Kessens, Mick, Sallee and Thummel has a services agreement with the Adviser and receives a base guaranteed payment from the Adviser for the services he provides. They are also eligible for an annual cash bonus based on the Advisers earnings and the satisfaction of certain other conditions. Additional benefits received by Messrs. Kessens, Mick, Sallee and Thummel are normal and customary employee benefits generally available to all salaried employees. Each of Messrs. Kessens, Mick, Sallee and Thummel own an equity interest in Tortoise Holdings, LLC which wholly owns the Adviser, and each thus benefits from increases in the net income of the Adviser.
Securities Owned in the Registrant by Portfolio Managers
The following table provides information about the dollar range of equity securities in the Registrant beneficially owned by each of the portfolio managers that have joined the Advisers investment committee since the most recent annual report on Form N-CSR as of June 30, 2015:
Aggregate Dollar Range of | |||
Portfolio Manager | Holdings in the Registrant | ||
Brian A. Kessens | $1 - $10,000 | ||
James R. Mick | None | ||
Matthew G.P. Sallee | None | ||
Robert J. Thummel, Jr. | None |
Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.
Period | (a) Total Number of Shares (or Units) Purchased |
(b) Average Price Paid per Share (or Unit) |
(c) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs |
(d) Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs |
Month #1 | 0 | 0 | 0 | 0 |
12/1/14-12/31/14 | ||||
Month #2 | 0 | 0 | 0 | 0 |
1/1/15-1/31/15 | ||||
Month #3 | 0 | 0 | 0 | 0 |
2/1/15-2/28/15 | ||||
Month #4 | 0 | 0 | 0 | 0 |
3/1/15-3/31/15 | ||||
Month #5 | 0 | 0 | 0 | 0 |
4/1/15-4/30/15 | ||||
Month #6 | 0 | 0 | 0 | 0 |
5/1/15-5/31/15 | ||||
Total | 0 | 0 | 0 | 0 |
Item 10. Submission of Matters to a Vote of Security Holders.
None.
Item 11. Controls and Procedures.
(a) The Registrants Chief Executive Officer and its Principal Financial Officer have concluded that the Registrant's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940 (the 1940 Act)) are effective as of a date within 90 days of the filing date of this report, based on the evaluation of these controls and procedures required by Rule 30a-3(b) under the 1940 Act and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934, as amended.
(b) There were no changes in the Registrants internal controls over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act) that occurred during the Registrants second fiscal quarter of the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Registrants internal control over financial reporting.
Item 12. Exhibits.
(a)(1) Any code of ethics, or amendment thereto, that is the subject of the disclosure required by Item 2, to the extent that the Registrant intends to satisfy the Item 2 requirements through filing of an exhibit. Not applicable.
(2) Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Filed herewith.
(3) Any written solicitation to purchase securities under Rule 23c-1 under the Act sent or given during the period covered by the report by or on behalf of the Registrant to 10 or more persons. None.
(b) Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Furnished herewith.
(c) Notices to the Registrants common shareholders in accordance with the order under Section 6(c) of the 1940 Act granting an exemption from Section 19(b) of the 1940 Act and Rule 19b-1 under the 1940 Act, dated September 12, 20111.
1 The Registrant has received exemptive relief from the Securities and Exchange Commission permitting it to make periodic distributions of long-term capital gains with respect to its outstanding common shares as frequently as twelve times each year. This relief is conditioned, in part, on an undertaking by the Registrant to make the disclosures to the holders of the Registrants common shares, in addition to the information required by Section 19(a) of the 1940 Act and Rule 19a-1 thereunder. The Registrant is likewise obligated to file with the Commission the information contained in any such notice to shareholders and, in that regard, has attached hereto copies of each such notice made during the period.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
(Registrant) | Tortoise Pipeline & Energy Fund, Inc. |
By (Signature and Title) | /s/ P. Bradley Adams |
P. Bradley Adams, Chief Executive Officer | |
Date July 21, 2015 |
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
By (Signature and Title) | /s/ P. Bradley Adams |
P. Bradley Adams, Chief Executive Officer | |
Date July 21, 2015 | |
By (Signature and Title) | /s/ Brent Behrens |
Brent Behrens, Principal Financial Officer and Treasurer | |
Date July 21, 2015 |