TYG N-30B-2
Company at a Glance
Tortoise Energy Infrastructure Corp. is a
pioneering closed-end investment company investing primarily in equity securities of Master Limited
Partnerships (MLPs) operating energy infrastructure assets.
Investment Goals: Yield, Growth and
Quality
We seek a high level of total return with an
emphasis on current dividends paid to stockholders.
In seeking to achieve yield, we target
distributions to our stockholders that are roughly equal to the underlying yield on a direct investment in
MLPs. In order to accomplish this, we maintain our strategy of investing primarily in energy infrastructure
companies with attractive current yields and growth potential.
Tortoise Energy achieves dividend growth as
revenues of our underlying companies grow with the economy, with the population and through rate increases.
This revenue growth leads to increased operating profits, and when combined with internal expansion projects
and acquisitions, is expected to provide attractive growth in distributions to Tortoise Energy. We also seek
dividend growth through capital market strategies involving timely debt and equity offerings by Tortoise
Energy that are primarily invested in MLP issuer direct placements.
We seek to achieve quality by investing in
companies operating infrastructure assets that are critical to the U.S. economy. Often these assets would be
difficult to replicate. We also back experienced management teams with successful track records. By investing
in Tortoise Energy, our stockholders have access to a portfolio that is diversified through geographic regions
and across product lines, including natural gas, natural gas liquids, crude oil and refined products.
About Master Limited Partnerships
MLPs are limited partnerships whose units trade on
public exchanges such as the New York Stock Exchange (NYSE), the American Stock Exchange (AMEX) and NASDAQ.
Buying MLP units makes an investor a limited partner in the MLP. There are currently more than 50 MLPs in the
market, mostly in industries related to energy, natural resources and real estate.
Tortoise Energy invests primarily in MLPs and
their affiliates in the energy infrastructure sector. Energy infrastructure MLPs are engaged in the
transportation, storage and processing of crude oil, natural gas and refined products from production points
to the end users. Our investments are primarily in mid-stream (mostly pipeline) operations, which typically
produce steady cash flows with less exposure to commodity prices than many alternative investments in the
broader energy industry. With the growth potential of this sector along with our disciplined investment
approach, we endeavor to generate a predictable and increasing dividend stream for our investors.
A Tortoise Energy Investment Versus a Direct
Investment in MLPs
Tortoise Energy seeks to provide its stockholders
with an efficient alternative to investing directly in MLPs and their affiliates. A direct investment in a MLP
potentially offers the opportunity to receive an attractive distribution that is approximately 80 percent tax
deferred, with a historically low correlation to returns on stocks and bonds. However, the tax characteristics
of a direct MLP investment are generally undesirable for tax-exempt investors such as retirement plans.
Tortoise Energy is structured as a C Corporation accruing federal and state income taxes, based on
taxable earnings and profits. Because of this innovative structure, pioneered by Tortoise Capital Advisors,
institutions and retirement accounts are able to join individual stockholders as investors in MLPs.
Additional features of Tortoise Energy
include:
|
One Form 1099 per stockholder at the end of the year, thus avoiding multiple K-1s and multiple state
filings for individual partnership investments; |
|
A professional management team, with nearly 100 years combined investment experience, to select and manage
the portfolio on your behalf; |
|
The ability to access investment grade credit markets to enhance the dividend rate; and |
|
Access to direct placements and other investments not available through the public markets. |
April 09, 2007
Dear Fellow Stockholders,
Thank you for your investment
in Tortoise Energy Infrastructure Corp. (Tortoise Energy).
Performance Review
For the quarter ended Feb. 28, 2007, we are
pleased to report a total return of 2.25 percent based on market value, including the reinvestment of
dividends. On Feb. 12, 2007 we declared a $0.54 per share dividend, the companys ninth consecutive
dividend increase since full investment of the initial public offering proceeds. This represents an annualized
dividend rate of $2.16. It is a 12.5 percent increase over the dividend paid in the same quarter of the prior
year and a 1.9 percent increase over the dividend paid in the prior quarter. This dividend yield was 5.9
percent based on the closing price of $36.38 on Feb. 28, 2007. We expect that a significant portion of this
dividend will be treated as return of capital for income tax purposes, although the ultimate determination
of its character will not be made until after our year-end.
Dividend growth resulted from increases in
distributions paid by our portfolio companies, with their calendar fourth quarter distributions increasing an
average of 16 percent as compared to the prior calendar years fourth quarter.
We maintain our expectation that long-term
dividend growth will be approximately 4 percent on an annualized basis.
Investment Review
In the first quarter of 2007, Tortoise Energy
helped finance growth in the energy infrastructure sector through the completion of two direct placement
investments totaling $62.5 million. In December, we acquired common units of Williams Partners, L.P. which
used the proceeds to help fund an acquisition of natural gas gathering and processing assets. In February, we
acquired common units of TC Pipelines, L.P. which used the proceeds to help fund an acquisition of natural gas
transportation assets.
Subsequent to the end of the quarter, Tortoise
Energy completed a $70 million notes offering, a $15.5 million common stock offering and a $60 million money
market preferred stock offering. The proceeds of these offerings were used to retire a portion of short-term
debt under the companys $150 million unsecured credit facility put into place to provide temporary
funding for direct placements and initial public offering investments.
Investment transactions subsequent to the end of
the quarter included direct placements with Crosstex Energy, L.P. in the amount of $5 million, Enbridge Energy
Partners, L.P., in the amount of $50 million and Magellan Midstream Holdings, L.P. in the amount of $15
million. The direct placements we have completed are evidence of the continuing opportunities in this
sector.
Master Limited Partnership Outlook
The MLP market capitalization
continued to grow, increasing over the previous year-end by 53 percent to $101 billion as of Dec. 31,
2006.(1) This was caused in part by the MLP sector
trading at higher prices, as the average yield decreased to 5.7 percent as of March 20, 2007, compared to 6.1 percent on
Dec. 29, 2006.(2) Also, accelerating distribution
growth, secondary offerings to finance internal growth and acquisitions, and additional initial public
offerings in the exploration and production (E&P), shipping and natural gas gathering businesses have
contributed to the sectors growth.
2007 1st Quarter Report |
1 |
|
As the worlds largest consumer of energy,
the United States energy consumption is expected to grow by 1.1 percent through
2030.(3) As companies meet this demand, internal
growth projects should continue in the MLP sector. We estimate that MLPs will spend an estimated $20 billion
on internal projects between 2006 and 2010. This spending is expected to finance refined product
infrastructure projects to support growing population centers, pipeline and storage terminal projects to
increase the movement of crude oil from Canada to the United States, and natural gas projects to develop
infrastructure that efficiently connects new areas of supply to growing areas of demand. And, as stated in our
last letter to you, we expect MLPs will also continue to grow through acquisitions.
In Closing
In light of these positive trends, we believe
Tortoise Energy is well-positioned to be a key source of capital for many of these expected organic growth
projects and acquisitions. We believe the MLP sector will continue to deliver sustainable distribution
growth.
Thank you for your confidence in our company. We
hope youll continue with us as we work hard to find attractive investments offering yield, growth and
quality. We intend to stay the course, guided by our motto, steady wins.
Sincerely,
The Managing Directors
Tortoise Capital
Advisors, L.L.C.
|
|
|
|
|
H. Kevin Birzer |
|
Zachary A. Hamel |
|
Kenneth P. Malvey |
|
|
|
|
|
Terry Matlack |
|
David J. Schulte |
|
(1) |
Lehman Bros. MLP Quarterly Monitor Research Report Jan. 23, 2007 |
(2) |
Stifel Nicolaus MLP Weekly Monitor March 30, 2007 |
(3) |
Energy Information Administration Annual Energy Outlook 2007 |
Steady Wins
2 |
Tortoise Energy Infrastructure Corp. |
|
Summary Financial Information
(Unaudited)
|
Period Ended February 28, 2007
|
|
Market value per share |
|
|
$ |
36.38 |
|
Net asset value per share |
|
|
|
34.83 |
|
Total net assets |
|
|
|
635,044,007 |
|
Unrealized appreciation of investments (excluding interest |
|
|
rate swap contracts) before deferred taxes |
|
|
|
102,183,147 |
|
Unrealized appreciation of investments and interest |
|
|
rate swap contracts after deferred taxes |
|
|
|
63,238,029 |
|
Net investment loss |
|
|
|
(2,042,215 |
) |
Total realized gain after deferred taxes |
|
|
|
1,990,431 |
|
Total return (based on market value)(1) |
|
|
|
2.25 |
% |
Net operating expenses before leverage costs |
|
|
and taxes as a percent of average total assets(2) |
|
|
|
0.97 |
% |
Distributable cash flow as a percent of average net assets(2)(3) |
|
|
|
6.79 |
% |
(1) |
See footnote 6 to the Financial Highlights on page 20 for further disclosure. |
(2) |
Annualized. Represents expenses after fee reimbursement. |
(3) |
Annualized. See Key Financial Data which illustrates the calculation of distributable cash
flow. |
Allocation of Portfolio Assets
February 28, 2007 (Unaudited)
(Percentages based on total investment portfolio)
2007 1st Quarter Report |
3 |
|
Key Financial Data
(Unaudited)
(dollar amounts in thousands unless otherwise indicated)
|
2006 Q1(1)
|
|
Total Distributions Received from Investments |
|
|
|
|
|
Distributions received from master limited partnerships |
|
|
$ |
10,601 |
|
Dividends paid in stock |
|
|
|
1,242 |
|
Dividends from common stock |
|
|
|
31 |
|
Short-term interest and dividend income |
|
|
|
197 |
|
|
|
|
Total from investments |
|
|
|
12,071 |
|
Operating Expenses Before Leverage Costs and Current Taxes |
|
|
Advisory fees, net of reimbursement |
|
|
|
1,248 |
|
Other operating expenses |
|
|
|
343 |
|
|
|
|
|
|
|
|
1,591 |
|
|
|
|
Distributable cash flow before leverage costs and current taxes |
|
|
|
10,480 |
|
Leverage costs(2) |
|
|
|
2,661 |
|
Current income tax expense |
|
|
|
59 |
|
|
|
|
Distributable Cash Flow(3) |
|
|
$ |
7,760 |
|
|
|
|
Dividends paid on common stock |
|
|
$ |
7,155 |
|
Dividends paid on common stock per share |
|
|
|
0.48 |
|
Payout percentage for period(4) |
|
|
|
92.2 |
% |
Total assets, end of period |
|
|
|
718,266 |
|
Average total assets during period(5) |
|
|
|
704,996 |
|
Leverage (Tortoise Notes, Preferred Stock and short-term credit facility)(6) |
|
|
|
235,000 |
|
Leverage as a percent of total assets |
|
|
|
32.7 |
% |
Unrealized appreciation net of deferred taxes, end of period |
|
|
|
99,072 |
|
Net assets, end of period |
|
|
|
410,642 |
|
Average net assets during period(7) |
|
|
|
411,181 |
|
Net asset value per common share |
|
|
|
27.55 |
|
Market value per share |
|
|
|
29.42 |
|
Shares outstanding |
|
|
|
14,906 |
|
Selected Operating Ratios(8) |
|
|
|
|
As a Percent of Average Total Assets |
|
|
Total distributions received from investments |
|
|
|
6.94 |
% |
Operating expenses before leverage costs and current taxes |
|
|
|
0.92 |
% |
Distributable cash flow before leverage costs and current taxes |
|
|
|
6.02 |
% |
As a Percent of Average Net Assets |
|
|
Distributable cash flow |
|
|
|
7.65 |
% |
(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, auction agent fee, interest rate swap expenses and preferred
dividends. |
(3) |
Net investment income (loss), before income taxes on the Statement of Operations is
adjusted as follows to reconcile to Distributable Cash Flow (DCF): increased by the return of capital on MLP
distributions and the value of paid-in-kind distributions; and decreased by dividends to preferred
stockholders, current taxes, and realized and unrealized gains (losses) on settlements of interest rate swap
contracts. |
4 |
Tortoise Energy Infrastructure Corp. |
|
2006
|
|
2007
|
|
Q2(1)
|
|
Q3(1)
|
|
Q4(1)
|
|
Q1(1)
|
|
$ |
11,074 |
|
$ |
11,715 |
|
$ |
12,595 |
|
$ |
14,075 |
|
|
1,186 |
|
|
1,689 |
|
|
1,745 |
|
|
1,801 |
|
|
32 |
|
|
34 |
|
|
|
|
|
|
|
|
199 |
|
|
194 |
|
|
156 |
|
|
129 |
|
|
|
|
|
|
|
|
|
|
12,491 |
|
|
13,632 |
|
|
14,496 |
|
|
16,005 |
|
|
1,550 |
|
|
1,660 |
|
|
1,796 |
|
|
2,122 |
|
|
310 |
|
|
321 |
|
|
335 |
|
|
342 |
|
|
|
|
|
|
|
|
|
|
1,860 |
|
|
1,981 |
|
|
2,131 |
|
|
2,464 |
|
|
|
|
|
|
|
|
|
|
10,631 |
|
|
11,651 |
|
|
12,365 |
|
|
13,541 |
|
|
2,723 |
|
|
2,864 |
|
|
2,784 |
|
|
3,320 |
|
|
137 |
|
|
138 |
|
|
138 |
|
|
145 |
|
|
|
|
|
|
|
|
|
$ |
7,771 |
|
$ |
8,649 |
|
$ |
9,443 |
|
$ |
10,076 |
|
|
|
|
|
|
|
|
|
$ |
7,472 |
|
$ |
8,494 |
|
$ |
8,848 |
|
$ |
9,845 |
|
|
0.50 |
|
|
0.51 |
|
|
0.53 |
|
|
0.54 |
|
|
96.2 |
% |
|
98.2 |
% |
|
93.7 |
% |
|
97.7 |
% |
|
758,684 |
|
|
835,250 |
|
|
928,431 |
|
|
1,130,442 |
|
|
735,142 |
|
|
786,791 |
|
|
865,220 |
|
|
1,028,848 |
|
|
235,000 |
|
|
235,000 |
|
|
267,450 |
|
|
316,600 |
|
|
31.0 |
% |
|
28.1 |
% |
|
28.8 |
% |
|
28.0 |
% |
|
129,299 |
|
|
148,264 |
|
|
196,037 |
|
|
259,275 |
|
|
432,077 |
|
|
492,866 |
|
|
532,433 |
|
|
635,044 |
|
|
419,521 |
|
|
446,196 |
|
|
507,852 |
|
|
602,104 |
|
|
28.91 |
|
|
29.59 |
|
|
31.82 |
|
|
34.83 |
|
|
28.75 |
|
|
30.62 |
|
|
36.13 |
|
|
36.38 |
|
|
14,944 |
|
|
16,655 |
|
|
16,732 |
|
|
18,232 |
|
|
|
|
|
|
6.74 |
% |
|
6.87 |
% |
|
6.72 |
% |
|
6.31 |
% |
|
1.00 |
% |
|
1.00 |
% |
|
0.99 |
% |
|
0.97 |
% |
|
5.74 |
% |
|
5.87 |
% |
|
5.73 |
% |
|
5.34 |
% |
|
7.35 |
% |
|
7.69 |
% |
|
7.46 |
% |
|
6.79 |
% |
(4) |
Dividends
paid as a percentage of Distributable Cash Flow. |
(5) |
Computed by averaging month-end values within each period. |
(6) |
The balance on the short-term credit facility was $81,600,000 as of February 28, 2007. |
(7) |
Computed by averaging daily values for the period. |
(8) |
Annualized for period less than one full year. |
2007 1st Quarter Report |
5 |
|
Managements Discussion
The information contained in this section
should be read in conjunction with our Financial Statements and the Notes thereto. In addition, this report
contains certain forward-looking statements. These statements include the plans and objectives of management
for future operations and financial objectives and can be identified by the use of forward-looking terminology
such as may, will, expect, intend, anticipate,
estimate, or continue or the negative thereof or other variations thereon or
comparable terminology. These forward-looking statements are subject to the inherent uncertainties in
predicting future results and conditions. Certain factors that could cause actual results and conditions to
differ materially from those projected in these forward-looking statements are set forth in the Risk
Factors section of our public filings with the SEC.
Overview
Tortoise Energys goal is to provide a
growing dividend stream to our investors, and when combined with MLP growth prospects, the investment offers
the opportunity for an attractive total return. We seek to provide our stockholders with an efficient vehicle
to invest in the energy infrastructure sector. While we are a registered investment company under the
Investment Company Act of 1940, as amended (the 1940 Act), we are not a regulated investment
company for federal tax purposes. Our dividends do not generate unrelated business taxable income (UBTI)
and our stock may therefore be suitable for holding by pension funds, IRAs and mutual funds, as well as
taxable accounts.
We invest primarily in MLPs through private and
public market purchases. MLPs are publicly traded partnerships whose equity interests are traded in the form
of units on public exchanges, such as the NYSE. Our private purchases principally involve financing directly
to an MLP through equity investments, which we refer to as private placements. MLPs typically use this
financing to fund growth, acquisitions, recapitalizations, debt repayments and bridge financings. We generally
invest in companies that are publicly reporting, but for which a private financing offers advantages. These
direct placement opportunities generally arise from our long-term relationships with energy infrastructure
MLPs and our unique expertise in origination, structuring, diligence and investment oversight.
Critical Accounting Policies
The financial statements are based on the
selection and application of critical accounting policies, which require management to make significant
estimates and assumptions. Critical accounting policies are those that are both important to the presentation
of our financial condition and results of operations and require managements most difficult, complex, or
subjective judgments. Our critical accounting policies are those applicable to the valuation of investments
and certain revenue recognition matters as discussed in Note 2 in the Notes to Financial Statements.
Determining Dividends Distributed To
Stockholders
Our portfolio generates cash flow from which we
pay dividends to stockholders. We pay dividends out of our distributable cash flow (DCF). Our
Board of Directors reviews the dividend rate quarterly, and may adjust the quarterly dividend throughout the
year. Our goal is to declare what we believe to be sustainable increases in our regular quarterly dividends.
We intend to reinvest the after-tax proceeds of sales of investments in order to maintain and grow our
dividend rate. We have targeted to pay at least 95 percent of DCF on an annualized basis.
Determining DCF
DCF is simply distributions received from
investments less our total expenses. The total distributions received from our investments includes the amount
received by us as cash distributions from MLPs, paid-in-kind distributions, and dividend and interest
payments. The total expenses include current or anticipated operating expenses, leverage costs and current
income taxes on our operating income. Each is summarized for you in the table on pages 4 and 5 and are
discussed in more detail below.
6 |
Tortoise Energy Infrastructure Corp. |
|
Managements Discussion
(Continued)
The key financial data table discloses the
calculation of DCF. 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: (1) 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 reflects
distribution income on their pay dates; (2) GAAP recognizes that a significant portion of the cash
distributions received from MLPs are treated as a return of capital and therefore excluded from investment
income, whereas the DCF calculation includes the return of capital; and (3) distributions received from
investments in the DCF calculation include the value of dividends paid-in-kind (additional stock), whereas
such amounts are not included as income for GAAP purposes. The treatment of expenses in the DCF calculation
also differs from what is reported in the Statement of Operations. In addition to the expenses that are
included in net investment income (loss) before taxes in the Statement of Operations, the DCF calculation
reflects dividends to preferred stockholders and realized and unrealized gains (losses) on interest swap
settlements as additional leverage costs, as well as current tax expense.
Distributions Received from
Investments
Our ability to generate cash is dependent on the
ability of our portfolio of investments to generate cash flow from their operations. In order to maintain and
grow our dividend to our stockholders, we evaluate each holding based upon its contribution to our investment
income, our expectation for its growth rate, and its risk relative to other potential investments.
We concentrate on MLPs we believe can expect an
increasing demand for services from economic and population growth. Our disciplined investment process seeks
to select well-managed businesses with real, hard assets and stable recurring revenue streams.
Our focus remains primarily on investing in
fee-based service providers that operate long-haul, interstate pipelines. We further diversify among issuers,
geographies and energy commodities, while seeking to achieve a dividend yield equivalent to a direct
investment in energy infrastructure MLPs. In addition, most energy infrastructure companies are regulated and
utilize an inflation escalator index that factors in inflation as a cost pass-through. So, over the long-term,
we believe MLPs will outpace interest rate increases and produce positive returns.
Total distributions received from our investments
relating to DCF for the 1st quarter 2007 was approximately $16 million, representing a 32.6 percent increase
as compared to 1st quarter 2006 and a 10.4 percent increase as compared to 4th quarter 2006. These increases
reflect the earnings from investment of: (1) additional leverage; (2) $48 million of net proceeds from equity
issued in 3rd quarter 2006; (3) $50 million of net proceeds from equity issued in 1st quarter 2007; and, (4)
distribution increases from our MLP investments. The average annual percentage increase of distributions of
our MLPs in 1st quarter 2007 as compared to the distributions in 1st quarter 2006 was 16 percent.
Expenses
We incur two types of expenses: (1) operating
expenses, consisting primarily of the advisory fee; and (2) leverage costs. On a percentage basis, operating
expenses before leverage costs and current taxes were an annualized 0.97 percent of average total assets for
the 1st quarter 2007 as compared to 0.92 percent for the 1st quarter 2006 and 0.99 percent for the 4th quarter
2006. Advisory fees increased as a result of growth in average total assets and from the impact of the
contractual reduction in reimbursed fees from 0.23 percent of managed assets to 0.10 percent which took effect
March 1, 2006. The reimbursement will continue until 2009. Other operating expenses remained relatively
unchanged as compared to previous quarters.
2007 1st Quarter Report |
7 |
|
Managements Discussion
(Continued)
Leverage costs consist of four major components:
(1) the direct interest expense, which will vary from period to period as all of our Tortoise Notes and
revolving credit line have variable rates of interest; (2) the auction agent fees, which are the marketing
costs for the variable rate leverage; (3) the realized gain or loss on our swap arrangements; and (4) our
preferred dividends, which also carry a variable rate dividend. We have locked-in all of our long-term
leverage costs through interest rate swap agreements, converting our variable rate obligations to fixed rate
obligations for the term of the swap agreements. With very little short-term interest rate risk in Tortoise
Energy, we now have an all-in weighted average cost of long-term leverage of 4.52 percent with a remaining
weighted average swap maturity of approximately 51/4 years. Details of our interest rate swap contracts are
disclosed in Note 11 of our Notes to Financial Statements.
As indicated in Note 11, Tortoise Energy has
agreed to pay U.S. Bank a fixed rate while receiving a floating rate based upon the 1 month or 1 week U.S.
Dollar London Interbank Offered Rate (LIBOR). LIBOR is the primary global benchmark or reference
rate for short-term interest rates and is intended to approximate our variable rate payment obligations. The
spread between the fixed rate and floating LIBOR rate is reflected in our Statement of Operations as a
realized or unrealized gain when the LIBOR rate exceeds the fixed rate (U.S. Bank pays Tortoise Energy the net
difference) or a realized or unrealized loss when the fixed rate exceeds the LIBOR rate (Tortoise Energy pays
U.S. Bank the net difference). We realized approximately $657,000 in gains on interest rate swap settlements
during the 1st quarter 2007 as compared to approximately $14,000 in gains for the 1st quarter 2006 and
approximately $673,000 for the 4th quarter 2006.
Leverage costs increased to approximately $3.3
million for the 1st quarter 2007 as compared to $2.7 million for the 1st quarter 2006 and $2.8 million for the
4th quarter 2006, due to additional interest expense associated with utilization of our short-term line of
credit.
Distributable Cash Flow
For 1st quarter 2007 our DCF was approximately
$10.1 million, an increase of $2.3 million or 29.8 percent as compared to 1st quarter 2006 and $633,000 or 6.7
percent as compared to 4th quarter 2006. These increases are the net result of growth in distributions and
expenses as outlined above. Current income tax expense reflects estimated Canadian taxes payable by Tortoise
Energy on Canadian income allocated to the company. We paid a dividend of $9.8 million, or 97.7 percent of DCF
during the quarter. On a per share basis, the Company declared a $0.54 dividend on February 12th, 2007, for an
annualized run-rate of $2.16. This is an increase of 12.5 percent as compared to 1st quarter 2006 and 1.9
percent as compared to 4th quarter 2006. With the growth in distributions from the MLPs in which we invest, we
expect the dividend to continue to grow at least 4 percent annually.
Taxation of our Distributions
We invest in partnerships which have larger
distributions of cash than the accounting income which they generate. Accordingly, the distributions include a
return of capital component for accounting and tax purposes on our books. Dividends declared and paid by
Tortoise Energy in a year generally differ from taxable income for that year, as such dividends may include
the distribution of current year taxable income or returns of capital.
The taxability of the dividend you receive depends
on whether Tortoise Energy has annual earnings and profits. If so, those earnings and profits are first
allocated to the preferred shares, and then to the common shares. Because most of the distributions we have
received from MLPs are not income for tax purposes, we currently have very little income to offset against our
expenses.
8 |
Tortoise Energy Infrastructure Corp. |
|
Managements Discussion
(Continued)
In the event Tortoise Energy has earnings and
profits, our dividend, like any other corporate dividend, would be taxable at the 15 percent qualified
dividend rate. Our dividend would include a taxable component for either of two reasons: first, the tax
characterization of the distributions we receive from MLPs could change and become less return of capital and
more in the form of income. Second, we could sell an MLP investment in which Tortoise Energy has a gain. The
unrealized gain we have in the portfolio is reflected in the Statement of Assets and Liabilities. Tortoise
Energys investments at value are $1.123 billion, with an adjusted cost of $698.6 million. The $424.4
million difference reflects gain that would be realized if those investments were sold at those values. A sale
could give rise to earnings and profits in that period and make the distributions taxable qualified dividends.
Note, however, that the Statement of Assets and Liabilities reflects as a deferred tax liability the possible
future tax liability we would pay if all investments were liquidated at their indicated value. It is for these
two reasons that we inform you of the tax treatment after the close of each year because both of these items
are unpredictable until the year is over. We currently expect that our estimated annual taxable income for
2007 will be less than 20 percent of our estimated dividend distributions to stockholders in 2007, although
the ultimate determination will not be made until January 2008.
Liquidity And Capital Resources
Tortoise Energy had total assets of $1.13 billion
at quarter end. Our total assets reflect the value of our investments, which are itemized in the Schedule of
Investments. It also reflects cash, interest and other receivables and any expenses that may have been
prepaid. During 1st quarter 2007, total assets grew from $928 million to $1.13 billion, an increase of 22
percent. This change was primarily the result of an increase in unrealized appreciation of investments of
approximately $92 million, increase in leverage outstanding of $49 million and approximately $50 million in
net equity proceeds from the issuance of 1,500,000 common shares. The Statement of Operations reflects
unrealized appreciation before deferred tax expense of $104 million, which includes $12 million in MLP
distributions treated as return of capital.
The Company has a $150 million credit facility
with U.S. Bank, N.A. maturing March 21, 2008. Outstanding balances generally accrue interest at a variable
annual interest rate equal to the one-month LIBOR rate plus 0.75 percent. Proceeds from the credit facility
are primarily used to facilitate private placement equity investments. At February 28, 2007, we had
approximately $82 million outstanding under the facility.
Total leverage outstanding of $317 million is
comprised of $165 million in auction rate senior notes rated Aaa and AAA by
Moodys Investors Service Inc. and Fitch Ratings, respectively, $70 million in money market preferred
shares rated Aa2 and AA by Moodys Investors Service Inc. and Fitch Ratings,
respectively, and $82 million outstanding under the credit facility. Total leverage represented 28 percent of
total assets at February 28, 2007 as compared to 33 percent at February 28, 2006. Our long-term target for
leverage remains approximately 33 percent of total assets. We expect to use our line of credit to make
desirable investments as they become available and to reach our targeted leverage amount. As the line of
credit increases in size we would issue additional Tortoise Notes or Preferred Stock to repay the line and
provide longer-term capital for our Company.
Our Board of Directors has approved a policy
permitting temporary increases in the amount of leverage from 33 percent to 38 percent of total assets at the
time of incurrence, to allow participation in investment opportunities. The policy requires leverage to be
within the limits set forth in the 1940 Act (300 percent and 200 percent asset coverage for debt and preferred
shares, respectively) and indicates that leverage will be reduced to our long-term target over time in an
orderly fashion from portfolio sales and/or an equity offering.
2007 1st Quarter Report |
9 |
|
Schedule of Investments
(Unaudited)
|
February 28, 2007
|
|
|
Shares
|
|
Value
|
|
Master Limited Partnerships and |
|
|
|
|
|
|
|
|
Related Companies 175.9%(1) |
|
|
Crude/Refined Products Pipelines 91.3%(1) |
|
|
Buckeye Partners, L.P. |
|
|
|
567,102 |
|
$ |
27,873,063 |
|
Enbridge Energy Partners, L.P. |
|
|
|
925,300 |
|
|
48,865,093 |
|
Holly Energy Partners, L.P.(2) |
|
|
|
427,070 |
|
|
19,696,468 |
|
Kinder Morgan Management, LLC(3)(4) |
|
|
|
1,617,533 |
|
|
80,892,825 |
|
Magellan Midstream Partners, L.P. |
|
|
|
2,224,713 |
|
|
93,660,417 |
|
Plains All American Pipeline, L.P. |
|
|
|
2,270,434 |
|
|
126,009,087 |
|
Sunoco Logistics Partners, L.P. |
|
|
|
934,625 |
|
|
52,432,463 |
|
TEPPCO Partners, L.P. |
|
|
|
869,520 |
|
|
37,163,285 |
|
Valero, L.P. |
|
|
|
886,689 |
|
|
55,861,407 |
|
Valero GP Holdings, LLC |
|
|
|
1,408,168 |
|
|
37,091,145 |
|
|
|
|
|
|
|
|
|
|
|
579,545,253 |
|
|
|
|
Natural Gas/Natural Gas Liquid Pipelines 40.2%(1) |
|
|
Boardwalk Pipeline Partners, L.P. |
|
|
|
108,000 |
|
|
3,963,600 |
|
Energy Transfer Equity, L.P.(5) |
|
|
|
729,661 |
|
|
23,604,533 |
|
Energy Transfer Partners, L.P. |
|
|
|
1,722,250 |
|
|
94,999,310 |
|
Enterprise GP Holdings, L.P. |
|
|
|
71,400 |
|
|
2,618,952 |
|
Enterprise Products Partners, L.P. |
|
|
|
2,323,940 |
|
|
70,903,409 |
|
ONEOK Partners, L.P. |
|
|
|
262,255 |
|
|
16,978,389 |
|
TC Pipelines, L.P.(5) |
|
|
|
1,229,390 |
|
|
42,303,310 |
|
|
|
|
|
|
|
|
|
|
|
255,371,503 |
|
|
|
|
Natural Gas Gathering/Processing 30.8%(1) |
|
|
Copano Energy, LLC |
|
|
|
590,448 |
|
|
39,016,804 |
|
Crosstex Energy, L.P. |
|
|
|
268,587 |
|
|
10,093,500 |
|
Crosstex Energy, L.P.(4)(5) |
|
|
|
712,760 |
|
|
23,278,742 |
|
DCP Midstream Partners, L.P. |
|
|
|
23,300 |
|
|
861,634 |
|
Duncan Energy Partners, L.P. |
|
|
|
451,100 |
|
|
10,826,400 |
|
Hiland Holdings GP, L.P. |
|
|
|
39,050 |
|
|
1,109,020 |
|
Hiland Partners, L.P. |
|
|
|
41,048 |
|
|
2,226,444 |
|
MarkWest Energy Partners, L.P.(2) |
|
|
|
1,040,177 |
|
|
67,507,487 |
|
Targa Resources Partners, L.P. |
|
|
|
118,900 |
|
|
2,865,490 |
|
Universal Compression Partners, L.P. |
|
|
|
84,700 |
|
|
2,518,131 |
|
Williams Partners, L.P. |
|
|
|
310,380 |
|
|
13,408,416 |
|
Williams Partners, L.P.(5) |
|
|
|
142,935 |
|
|
5,804,590 |
|
Williams Partners, L.P. Class B(5) |
|
|
|
412,457 |
|
|
16,391,041 |
|
|
|
|
|
|
|
|
|
|
|
195,907,699 |
|
|
|
|
10 |
Tortoise Energy Infrastructure Corp. |
|
Schedule of Investments
(Unaudited)
(Continued)
|
February 28, 2007
|
|
|
Shares
|
|
Value
|
|
Shipping 3.9%(1) |
|
|
|
|
|
|
|
|
United States 3.5%(1) |
|
|
K-Sea Transportation Partners, L.P.(2) |
|
|
|
571,300 |
|
$ |
22,566,350 |
|
Republic of the Marshall Islands 0.4%(1) |
|
|
Teekay LNG Partners, L.P. |
|
|
|
67,200 |
|
|
2,473,632 |
|
|
|
|
|
|
|
|
|
|
|
25,039,982 |
|
|
|
|
Propane Distribution 9.7%(1) |
|
|
Inergy, L.P. |
|
|
|
1,916,784 |
|
|
59,477,808 |
|
Inergy Holdings, L.P. |
|
|
|
49,715 |
|
|
2,065,658 |
|
|
|
|
|
|
|
|
|
|
|
61,543,466 |
|
|
|
|
Total Master Limited Partnerships and |
|
|
Related Companies (Cost $693,249,572) |
|
|
|
|
|
|
1,117,407,903 |
|
|
|
|
Promissory Note 0.8%(1) |
|
|
Principal Amount
|
|
|
|
|
Shipping 0.8%(1) |
|
|
E.W. Transportation, LLC Unregistered, 9.28%, Due 3/31/2009 |
|
|
(Cost $4,922,448)(5)(6) |
|
|
$ |
4,958,505 |
|
|
4,922,448 |
|
|
|
|
Short-Term Investments 0.1%(1) |
|
|
Shares
|
|
|
|
|
Investment Company 0.1%(1) |
|
|
First American Government |
|
|
Obligations Fund Class Y, 5.00%(7) (Cost $420,556) |
|
|
|
420,556 |
|
|
420,556 |
|
|
|
|
Total Investments 176.8%(1) |
|
|
(Cost $698,592,576) |
|
|
|
|
|
|
1,122,750,907 |
|
Auction Rate Senior Notes (26.0%)(1) |
|
|
|
|
|
|
(165,000,000 |
) |
Interest Rate Swap Contracts 0.2%(1) |
|
|
$345,000,000 notional Unrealized Appreciation, Net(8) |
|
|
|
|
|
|
1,431,524 |
|
Liabilities in Excess of Cash and Other Assets (40.0%)(1) |
|
|
|
|
|
|
(254,138,424 |
) |
Preferred Shares at Redemption Value (11.0%)(1) |
|
|
|
|
|
|
(70,000,000 |
) |
|
|
|
Total Net Assets Applicable to Common |
|
|
Stockholders 100.0%(1) |
|
|
|
|
|
$ |
635,044,007 |
|
|
|
|
(1) |
Calculated as a percentage of net assets applicable to common stockholders. |
(2) |
Affiliated investment; the Company owns 5% or more of the outstanding voting securities of the issuer.
See Note 7 to the financial statements for further disclosure. |
(3) |
Security distributions are paid in kind. Related company of master limited partnership. |
(4) |
Non-income producing. |
(5) |
Fair valued securities represent a total market value of $116,304,664 which represents 18.3% of net
assets. These securities are deemed to be restricted; see Note 6 to the financial statements for further
disclosure. |
(6) |
Security is a variable rate instrument. Interest rate is as of February 28, 2007. |
(7) |
Rate indicated is the 7-day effective yield as of February 28, 2007. |
(8) |
See Note 11 to the financial statements for further disclosure. |
See Accompanying Notes to the
Financial Statements.
2007 1st Quarter Report |
11 |
|
Statement of Assets & Liabilities
(Unaudited)
|
February 28, 2007
|
|
Assets |
|
|
|
|
|
Investments at value, non-affiliated (cost $641,812,217) |
|
|
$ |
1,012,980,602 |
|
Investments at value, affiliated (cost $56,780,359) |
|
|
|
109,770,305 |
|
|
|
|
Total investments (cost $698,592,576) |
|
|
|
1,122,750,907 |
|
Receivable for Adviser reimbursement |
|
|
|
168,455 |
|
Receivable for investments sold |
|
|
|
3,741,842 |
|
Interest and dividend receivable |
|
|
|
13,161 |
|
Distribution receivable from master limited partnerships |
|
|
|
515 |
|
Unrealized appreciation of interest rate swap contracts, net |
|
|
|
1,431,524 |
|
Prepaid expenses and other assets |
|
|
|
2,336,050 |
|
|
|
|
Total assets |
|
|
|
1,130,442,454 |
|
|
|
|
Liabilities |
|
|
Payable to Adviser |
|
|
|
1,600,315 |
|
Dividend payable on common shares |
|
|
|
9,845,315 |
|
Dividend payable on preferred shares |
|
|
|
165,504 |
|
Short-term borrowings |
|
|
|
81,600,000 |
|
Accrued expenses and other liabilities |
|
|
|
616,648 |
|
Current tax liability |
|
|
|
58,954 |
|
Deferred tax liability |
|
|
|
166,511,711 |
|
Auction rate senior notes payable: |
|
|
Series A, due July 15, 2044 |
|
|
|
60,000,000 |
|
Series B, due July 15, 2044 |
|
|
|
50,000,000 |
|
Series C, due April 10, 2045 |
|
|
|
55,000,000 |
|
|
|
|
Total liabilities |
|
|
|
425,398,447 |
|
|
|
|
Preferred Shares |
|
|
$25,000 liquidation value per share applicable to 2,800 outstanding |
|
|
shares (7,500 shares authorized) |
|
|
|
70,000,000 |
|
|
|
|
Net assets applicable to common stockholders |
|
|
$ |
635,044,007 |
|
|
|
|
Net Assets Applicable to Common Stockholders Consist of |
|
|
Capital stock, $0.001 par value; 18,232,065 shares issued and outstanding |
|
|
(100,000,000 shares authorized) |
|
|
$ |
18,232 |
|
Additional paid-in capital |
|
|
|
375,108,366 |
|
Accumulated net investment loss, net of deferred tax benefit |
|
|
|
(10,748,115 |
) |
Undistributed realized gain, net of deferred tax expense |
|
|
|
11,390,766 |
|
Net unrealized gain on investments and interest rate swap contracts, |
|
|
net of deferred tax expense |
|
|
|
259,274,758 |
|
|
|
|
Net assets applicable to common stockholders |
|
|
$ |
635,044,007 |
|
|
|
|
Net Asset Value per common share outstanding (net assets applicable |
|
|
to common shares, divided by common shares outstanding) |
|
|
$ |
34.83 |
|
|
|
|
See Accompanying Notes to
the Financial Statements.
12 |
Tortoise Energy Infrastructure Corp. |
|
Statement of Operations
(Unaudited)
|
Period from December 1, 2006 through February 28, 2007
|
|
Investment Income |
|
|
|
|
|
Distributions received from master limited partnerships |
|
|
(including $1,705,507 from affiliates) |
|
|
$ |
14,074,696 |
|
Less return of capital on distributions (including $1,468,423 from affiliates) |
|
|
|
(11,942,328 |
) |
|
|
|
Distribution income from master limited partnerships |
|
|
|
2,132,368 |
|
Dividends from money market mutual funds |
|
|
|
3,410 |
|
Interest |
|
|
|
126,120 |
|
|
|
|
Total Investment Income |
|
|
|
2,261,898 |
|
|
|
|
Expenses |
|
|
Advisory fees |
|
|
|
2,371,943 |
|
Administrator fees |
|
|
|
153,677 |
|
Professional fees |
|
|
|
58,530 |
|
Directors fees |
|
|
|
30,822 |
|
Custodian fees and expenses |
|
|
|
28,614 |
|
Reports to stockholders |
|
|
|
19,726 |
|
Fund accounting fees |
|
|
|
19,363 |
|
Registration fees |
|
|
|
12,229 |
|
Stock transfer agent fees |
|
|
|
3,551 |
|
Other expenses |
|
|
|
15,105 |
|
|
|
|
Total Expenses before Interest Expense and Auction Agent Fees |
|
|
|
2,713,560 |
|
|
|
|
Interest expense |
|
|
|
2,836,605 |
|
Auction agent fees |
|
|
|
163,935 |
|
|
|
|
Total Interest Expense and Auction Agent Fees |
|
|
|
3,000,540 |
|
|
|
|
Total Expenses |
|
|
|
5,714,100 |
|
|
|
|
Less expense reimbursement by Adviser |
|
|
|
(249,678 |
) |
|
|
|
Net Expenses |
|
|
|
5,464,422 |
|
|
|
|
Net Investment Loss, before Income Taxes |
|
|
|
(3,202,524 |
) |
Current tax expense |
|
|
|
(145,369 |
) |
Deferred tax benefit |
|
|
|
1,305,678 |
|
|
|
|
Income tax benefit, net |
|
|
|
1,160,309 |
|
|
|
|
Net Investment Loss |
|
|
|
(2,042,215 |
) |
|
|
|
2007 1st Quarter Report |
13 |
|
Statement of Operations
(Unaudited)
(Continued)
|
Period from December 1, 2006 through February 28, 2007
|
|
Realized and Unrealized Gain on Investments and Interest Rate Swaps |
|
|
|
|
|
Net realized gain on investments |
|
|
$ |
2,605,509 |
|
Net realized gain on interest rate swap settlements |
|
|
|
657,492 |
|
|
|
|
Net realized gain, before deferred tax expense |
|
|
|
3,263,001 |
|
Deferred tax expense |
|
|
|
(1,272,570 |
) |
|
|
|
Net realized gain on investments and interest rate swap settlements |
|
|
|
1,990,431 |
|
Net unrealized appreciation of investments |
|
|
|
102,183,147 |
|
Net unrealized appreciation of interest rate swap contracts |
|
|
|
1,634,475 |
|
|
|
|
Net unrealized appreciation, before deferred tax expense |
|
|
|
103,817,622 |
|
Deferred tax expense |
|
|
|
(40,579,593 |
) |
|
|
|
Net unrealized appreciation of investments and interest |
|
|
rate swap contracts |
|
|
|
63,238,029 |
|
|
|
|
Net Realized and Unrealized Gain on Investments |
|
|
and Interest Rate Swaps |
|
|
|
65,228,460 |
|
|
|
|
Dividends to Preferred Stockholders |
|
|
|
(936,714 |
) |
|
|
|
Net Increase in Net Assets Applicable to Common Stockholders |
|
|
Resulting from Operations |
|
|
$ |
62,249,531 |
|
|
|
|
See Accompanying Notes to
the Financial Statements.
14 |
Tortoise Energy Infrastructure Corp. |
|
Statement of Changes in Net Assets
|
Period from December 1, 2006 through February 28, 2007
|
|
Year Ended November 30, 2006
|
|
|
(Unaudited) |
|
Operations |
|
|
|
|
|
|
|
|
Net investment loss |
|
|
$ |
(2,042,215 |
) |
$ |
(5,798,038 |
) |
Net realized gain on investments and |
|
|
interest rate swap settlements |
|
|
|
1,990,431 |
|
|
5,524,349 |
|
Net unrealized appreciation of investments |
|
|
and interest rate swap contracts |
|
|
|
63,238,029 |
|
|
111,580,962 |
|
Dividends to preferred stockholders |
|
|
|
(936,714 |
) |
|
(3,529,740 |
) |
|
|
|
|
|
Net increase in net assets applicable to |
|
|
common stockholders resulting from operations |
|
|
|
62,249,531 |
|
|
107,777,533 |
|
|
|
|
|
|
Dividends and Distributions to |
|
|
Common Stockholders |
|
|
Net investment income |
|
|
|
|
|
|
|
|
Return of capital |
|
|
|
(9,845,315 |
) |
|
(31,969,335 |
) |
|
|
|
|
|
Total dividends and distributions to |
|
|
common stockholders |
|
|
|
(9,845,315 |
) |
|
(31,969,335 |
) |
|
|
|
|
|
Capital Share Transactions |
|
|
Proceeds from shelf offering of 1,500,000 and |
|
|
1,675,050 common shares, respectively |
|
|
|
52,200,000 |
|
|
50,000,243 |
|
Underwriting discounts and offering expenses associated |
|
|
with the issuance of common shares |
|
|
|
(1,993,574 |
) |
|
(2,202,315 |
) |
Issuance of 151,500 common shares from reinvestment |
|
|
of dividend distributions to stockholders |
|
|
|
|
|
|
4,553,739 |
|
|
|
|
|
|
Net increase in net assets, applicable to common |
|
|
stockholders, from capital share transactions |
|
|
|
50,206,426 |
|
|
52,351,667 |
|
|
|
|
|
|
Total increase in net assets applicable to |
|
|
common stockholders |
|
|
|
102,610,642 |
|
|
128,159,865 |
|
Net Assets |
|
|
Beginning of period |
|
|
|
532,433,365 |
|
|
404,273,500 |
|
|
|
|
|
|
End of period |
|
|
$ |
635,044,007 |
|
$ |
532,433,365 |
|
|
|
|
|
|
Accumulated net investment loss, net of |
|
|
deferred tax benefit, at the end of period |
|
|
$ |
(10,748,115 |
) |
$ |
(8,705,900 |
) |
|
|
|
|
|
See Accompanying Notes to
the Financial Statements.
2007 1st Quarter Report |
15 |
|
Statement of Cash Flows
(Unaudited)
|
Period from December 1, 2006 through February 28, 2007
|
|
Cash Flows From Operating Activities |
|
|
|
|
|
Distributions received from master limited partnerships |
|
|
$ |
14,977,508 |
|
Interest and dividend income received |
|
|
|
128,122 |
|
Purchases of long-term investments |
|
|
|
(112,242,455 |
) |
Proceeds from sales of long-term investments |
|
|
|
2,905,699 |
|
Proceeds from sales of short-term investments, net |
|
|
|
253,289 |
|
Proceeds from interest rate swap contracts, net |
|
|
|
657,492 |
|
Interest expense paid |
|
|
|
(2,890,316 |
) |
Income taxes paid |
|
|
|
(357,207 |
) |
Operating expenses paid |
|
|
|
(2,155,156 |
) |
|
|
|
Net cash used in operating activities |
|
|
|
(98,723,024 |
) |
|
|
|
Cash Flows From Financing Activities |
|
|
Advances from revolving line of credit |
|
|
|
112,700,000 |
|
Repayments on revolving line of credit |
|
|
|
(63,550,000 |
) |
Issuance of common stock |
|
|
|
52,200,000 |
|
Stock issuance costs |
|
|
|
(1,993,574 |
) |
Dividends paid to preferred stockholders |
|
|
|
(1,019,466 |
) |
|
|
|
Net cash provided by financing activities |
|
|
|
98,336,960 |
|
|
|
|
Net decrease in cash |
|
|
|
(386,064 |
) |
|
|
|
Cash beginning of period |
|
|
|
386,064 |
|
|
|
|
Cash end of period |
|
|
$ |
|
|
|
|
|
16 |
Tortoise Energy Infrastructure Corp. |
|
Statement of Cash Flows
(Unaudited)
(Continued)
|
Period from December 1, 2006 through February 28, 2007
|
|
Reconciliation of net increase in net assets applicable to |
|
|
|
|
|
common stockholders resulting from operations to net |
|
|
cash used in operating activities |
|
|
Net increase in net assets applicable to common stockholders |
|
|
resulting from operations |
|
|
$ |
62,249,531 |
|
Adjustments to reconcile net increase in net assets applicable |
|
|
to common stockholders resulting from operations to net cash |
|
|
used in operating activities: |
|
|
Purchases of long-term investments |
|
|
|
(112,242,455 |
) |
Return of capital on distributions received |
|
|
|
11,942,328 |
|
Proceeds from sales of long-term investments |
|
|
|
6,647,541 |
|
Proceeds from sales of short-term investments, net |
|
|
|
253,289 |
|
Deferred income tax expense |
|
|
|
40,546,485 |
|
Net unrealized appreciation of investments and interest |
|
|
rate swap contracts |
|
|
|
(103,817,622 |
) |
Realized gain on investments |
|
|
|
(2,605,509 |
) |
Accretion of discount on investments |
|
|
|
(4,048 |
) |
Amortization of debt issuance costs |
|
|
|
14,198 |
|
Dividends to preferred stockholders |
|
|
|
936,714 |
|
Changes in operating assets and liabilities: |
|
|
Decrease in interest, dividend and distribution receivable |
|
|
|
905,452 |
|
Decrease in prepaid expenses and other assets |
|
|
|
72,147 |
|
Increase in receivable for investments sold |
|
|
|
(3,741,842 |
) |
Decrease in current tax liability |
|
|
|
(211,838 |
) |
Increase in payable to Adviser, net of expense reimbursement |
|
|
|
203,757 |
|
Increase in accrued expenses and other liabilities |
|
|
|
128,848 |
|
|
|
|
Total adjustments |
|
|
|
(160,972,555 |
) |
|
|
|
Net cash used in operating activities |
|
|
$ |
(98,723,024 |
) |
|
|
|
See Accompanying Notes to
the Financial Statements.
2007 1st Quarter Report |
17 |
|
Financial Highlights
|
Period from December 1, 2006 through February 28, 2007
|
|
|
(Unaudited) |
|
Per Common Share Data(2) |
|
|
|
|
|
Net Asset Value, beginning of period |
|
|
$ |
31.82 |
|
Public offering price |
|
|
|
|
|
Underwriting discounts and offering costs on initial public offering |
|
|
|
|
|
Underwriting discounts and offering costs on issuance of preferred shares |
|
|
|
|
|
Premiums less underwriting discounts and offering costs on |
|
|
secondary offering(3) |
|
|
|
|
|
Underwriting discounts and offering costs on shelf offering |
|
|
of common stock(4) |
|
|
|
|
|
Premiums less underwriting discounts and offering costs on |
|
|
shelf offering of common stocks(5) |
|
|
|
0.08 |
|
Income (loss) from Investment Operations: |
|
|
Net investment loss(6) |
|
|
|
(0.07 |
) |
Net realized and unrealized gain on investments(6) |
|
|
|
3.59 |
|
|
|
|
Total increase from investment operations |
|
|
|
3.52 |
|
|
|
|
Less Dividends to Preferred Stockholders: |
|
|
Net investment income |
|
|
|
|
|
Return of capital |
|
|
|
(0.05 |
) |
|
|
|
Total dividends to preferred stockholders |
|
|
|
(0.05 |
) |
|
|
|
Less Dividends to Common Stockholders: |
|
|
Net investment income |
|
|
|
|
|
Return of capital |
|
|
|
(0.54 |
) |
|
|
|
Total dividends to common stockholders |
|
|
|
(0.54 |
) |
|
|
|
Net Asset Value, end of period |
|
|
$ |
34.83 |
|
|
|
|
Per common share market value, end of period |
|
|
$ |
36.38 |
|
Total Investment Return Based on Market Value(7) |
|
|
|
2.25 |
% |
Supplemental Data and Ratios |
|
|
Net assets applicable to common stockholders, end of period (000s) |
|
|
$ |
635,044 |
|
Ratio of expenses (including current and deferred income tax expense) |
|
|
to average net assets before waiver:(8)(9)(10) |
|
|
|
31.26 |
% |
Ratio of expenses (including current and deferred income tax expense) |
|
|
to average net assets after waiver:(8)(9)(10) |
|
|
|
31.09 |
% |
Ratio of expenses (excluding current and deferred income tax expense) |
|
|
to average net assets before waiver:(8)(9)(10)(11) |
|
|
|
3.85 |
% |
Ratio of expenses (excluding current and deferred income tax expense) |
|
|
to average net assets after waiver:(8)(9)(10)(11) |
|
|
|
3.68 |
% |
Ratio of expenses (excluding current and deferred income tax expense), |
|
|
without regard to non-recurring organizational expenses, to average |
|
|
net assets before waiver:(8)(9)(10)(11) |
|
|
|
3.85 |
% |
18 |
Tortoise Energy Infrastructure Corp. |
|
Year Ended November 30, 2006
|
|
Year Ended November 30, 2005
|
|
Period from February 27, 2004(1) through November 30, 2004
|
|
$ |
27.12 |
|
$ |
26.53 |
|
$ |
|
|
|
|
|
|
|
|
|
25.00 |
|
|
|
|
|
|
|
|
(1.17 |
) |
|
|
|
|
(0.02 |
) |
|
(0.06 |
) |
|
|
|
|
|
|
|
|
|
|
(0.14 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(0.32 |
) |
|
(0.16 |
) |
|
(0.03 |
) |
|
7.41 |
|
|
2.67 |
|
|
3.77 |
|
|
|
|
|
|
|
|
7.09 |
|
|
2.51 |
|
|
3.74 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(0.23 |
) |
|
(0.11 |
) |
|
(0.01 |
) |
|
|
|
|
|
|
|
(0.23 |
) |
|
(0.11 |
) |
|
(0.01 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2.02 |
) |
|
(1.79 |
) |
|
(0.97 |
) |
|
|
|
|
|
|
|
(2.02 |
) |
|
(1.79 |
) |
|
(0.97 |
) |
|
|
|
|
|
|
$ |
31.82 |
|
$ |
27.12 |
|
$ |
26.53 |
|
|
|
|
|
|
|
$ |
36.13 |
|
$ |
28.72 |
|
$ |
27.06 |
|
|
34.50 |
% |
|
13.06 |
% |
|
12.51 |
% |
$ |
532,433 |
|
$ |
404,274 |
|
$ |
336,553 |
|
|
20.03 |
% |
|
9.10 |
% |
|
15.20 |
% |
|
19.81 |
% |
|
8.73 |
% |
|
14.92 |
% |
|
3.97 |
% |
|
3.15 |
% |
|
2.01 |
% |
|
3.75 |
% |
|
2.78 |
% |
|
1.73 |
% |
|
3.97 |
% |
|
3.15 |
% |
|
1.90 |
% |
2007 1st Quarter Report |
19 |
|
Financial Highlights
(Continued)
|
Period from December 1, 2006 through February 28, 2007
|
|
|
(Unaudited) |
|
Ratio of expenses (excluding current and deferred income tax expense), |
|
|
|
|
|
without regard to non-recurring organizational expenses, to average |
|
|
net assets after waiver:(8)(9)(10)(11) |
|
|
|
3.68 |
% |
Ratio of net investment loss to average net assets before waiver:(8)(9)(11) |
|
|
|
(2.33 |
)% |
Ratio of net investment loss to average net assets after waiver:(8)(9)(11) |
|
|
|
(2.16 |
)% |
Ratio of net investment loss to average net assets after current and |
|
|
deferred income tax expense, before waiver:(8)(9)(10) |
|
|
|
(29.74 |
)% |
Ratio of net investment loss to average net assets after current and |
|
|
deferred income tax expense, after waiver:(8)(9)(10) |
|
|
|
(29.57 |
)% |
Portfolio turnover rate |
|
|
|
0.65 |
% |
Tortoise Auction Rate Senior Notes, end of period (000s) |
|
|
$ |
165,000 |
|
Tortoise Preferred Shares, end of period (000s) |
|
|
$ |
70,000 |
|
Per common share amount of auction rate senior notes |
|
|
outstanding at end of period |
|
|
$ |
9.05 |
|
Per common share amount of net assets, excluding |
|
|
auction rate senior notes, at end of period |
|
|
$ |
43.88 |
|
Asset coverage, per $1,000 of principal amount of auction |
|
|
rate senior notes and short-term borrowings(12) |
|
|
$ |
3,859 |
|
Asset coverage ratio of auction rate senior notes |
|
|
and short-term borrowings(12) |
|
|
|
386 |
% |
Asset coverage, per $25,000 liquidation value per share of preferred shares(13) |
|
|
$ |
251,801 |
|
Asset coverage, per $25,000 liquidation value per share of preferred shares(14) |
|
|
$ |
75,146 |
|
Asset coverage ratio of preferred shares(14) |
|
|
|
301 |
% |
(1) |
Commencement of Operations. |
(2) |
Information presented relates to a share of common stock outstanding for the entire period. |
(3) |
The amount is less than $0.01 per share, and represents the premium on the secondary offering of $0.14
per share, less the underwriting discounts and offering costs of $0.14 per share for the year ended November
30, 2005. |
(4) |
Represents the dilution per common share from underwriting and other offering costs. |
(5) |
Represents the premium on the shelf offering of $0.19 per share, less the underwriting and offering
costs of $0.11 per share. |
(6) |
The per common share data for the periods ended November 30, 2005 and 2004, 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. |
(7) |
Not annualized for periods less than a year. Total investment return is calculated assuming a purchase
of common stock at the market price on the first day and a sale at the current market price on the last day of
the period reported (excluding brokerage commissions). The calculation also assumes reinvestment of dividends
at actual prices pursuant to the Companys dividend reinvestment plan. |
(8) |
Annualized for periods less than one full year. |
20 |
Tortoise Energy Infrastructure Corp. |
|
Year Ended November 30, 2006
|
|
Year Ended November 30, 2005
|
|
Period from February 27, 2004(1) through November 30, 2004
|
|
|
3.75 |
% |
|
2.78 |
% |
|
1.62 |
% |
|
(2.24 |
)% |
|
(1.42 |
)% |
|
(0.45 |
)% |
|
(2.02 |
)% |
|
(1.05 |
)% |
|
(0.17 |
)% |
|
(18.31 |
)% |
|
(7.37 |
)% |
|
(13.37 |
)% |
|
(18.09 |
)% |
|
(7.00 |
)% |
|
(13.65 |
)% |
|
2.18 |
% |
|
4.92 |
% |
|
1.83 |
% |
$ |
165,000 |
|
$ |
165,000 |
|
$ |
110,000 |
|
$ |
70,000 |
|
$ |
70,000 |
|
$ |
35,000 |
|
$ |
9.86 |
|
$ |
11.07 |
|
$ |
8.67 |
|
$ |
41.68 |
|
$ |
38.19 |
|
$ |
35.21 |
|
$ |
4,051 |
|
$ |
3,874 |
|
$ |
4,378 |
|
|
405 |
% |
|
387 |
% |
|
438 |
% |
$ |
215,155 |
|
$ |
169,383 |
|
$ |
265,395 |
|
$ |
74,769 |
|
$ |
68,008 |
|
$ |
83,026 |
|
|
299 |
% |
|
272 |
% |
|
332 |
% |
(9) |
The expense ratios and net investment loss ratios do not reflect the effect of dividend payments to
preferred stockholders. |
(10) |
The Company accrued $40,691,854, $71,661,802, $24,659,420 and $30,330,018 for the quarter ended
February 28, 2007, the years ended November 30, 2006 and 2005 and for the period from February 27, 2004
through November 30, 2004, respectively, for current and deferred income tax expense. |
(11) |
The ratio excludes the impact of current and deferred income taxes. |
(12) |
Represents value of total assets less all liabilities and indebtedness not represented by auction rate
senior notes, short-term borrowings and preferred shares at the end of the period divided by auction rate
senior notes and short-term borrowings outstanding at the end of the period. |
(13) |
Represents value of total assets less all liabilities and indebtedness not represented by preferred
shares at the end of the period divided by preferred shares outstanding at the end of the period, assuming the
retirement of all auction rate senior notes and short-term borrowings. |
(14) |
Represents value of total assets less all liabilities and indebtedness not represented by auction rate
senior notes, short-term borrowings and preferred shares at the end of the period divided by auction rate
senior notes, short-term borrowings and preferred shares outstanding at the end of the period. |
See Accompanying Notes to
the Financial Statements.
2007 1st Quarter Report |
21 |
|
Notes to Financial Statements
(Unaudited)
February 28, 2007
1. Organization
Tortoise Energy Infrastructure Corporation (the
Company) was organized as a Maryland corporation on October 29, 2003, and is a non-diversified,
closed-end management investment company under the Investment Company Act of 1940, as amended (the 1940
Act). The Companys investment objective is to seek a high level of total return with an emphasis
on current dividends paid to stockholders. The Company seeks to provide its stockholders with an efficient
vehicle to invest in the energy infrastructure sector. The Company commenced operations on February 27, 2004.
The Companys shares are listed on the New York Stock Exchange under the symbol TYG.
2. Significant Accounting Policies
A. Use of Estimates
The preparation of financial statements in
conformity with U.S. generally accepted accounting principles requires management to make estimates and
assumptions that affect the reported amount of assets and liabilities, recognition of distribution income and
disclosure of contingent assets and liabilities at the date of the financial statements. Actual results could
differ from those estimates.
B. Investment Valuation
The Company primarily owns securities that are
listed on a securities exchange. The Company values those securities at their last sale price on that exchange
on the valuation date. If the security is listed on more than one exchange, the Company will use the price of
the exchange that it generally considers to be the principal exchange on which the security is traded.
Securities listed on the NASDAQ will be valued at the NASDAQ Official Closing Price, which may not necessarily
represent the last sale price. If there has been no sale on such exchange or NASDAQ on such day, the security
will be valued at the mean between bid and asked price on such day.
The Company may invest up to 30 percent of its
total assets in restricted securities. Restricted securities are subject to statutory or contractual
restrictions on their public resale, which may make it more difficult to obtain a valuation and may limit the
Companys ability to dispose of them. Investments in private placement securities and other securities
for which market quotations are not readily available will be valued in good faith by using fair value
procedures approved by the Board of Directors. Such fair value procedures consider factors such as discounts
to publicly traded issues, securities with similar yields, quality, type of issue, coupon, duration and
rating. If events occur that will affect the value of the Companys portfolio securities before the net
asset value has been calculated (a significant event), the portfolio securities so affected will
generally be priced using a fair value procedure.
The Company generally values short-term debt
securities at prices based on market quotations for such securities, except those securities purchased with 60
days or less to maturity are valued on the basis of amortized cost, which approximates market value.
The Company generally values its interest rate
swap contracts using industry-accepted models which discount the estimated future cash flows based on 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.
22 |
Tortoise Energy Infrastructure Corp. |
|
Notes to Financial Statements
(Unaudited)
(Continued)
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. Distributions are recorded on the ex-dividend date. Distributions received from
the Companys investments in master limited partnerships (MLPs) generally are comprised of
ordinary income, capital gains and return of capital from the MLP. The Company records investment income and
return of capital based on estimates made at the time such distributions are received. Such estimates are
based on historical information available from each MLP and other industry sources. These estimates may
subsequently be revised based on information received from MLPs after their tax reporting periods are
concluded, as the actual character of these distributions is not known until after the fiscal year-end of the
Company.
For the period from December 1, 2004 through
November 30, 2005, the Company estimated the allocation of investment income and return of capital for the
distributions received from MLPs within the Statement of Operations. For this period, the Company had
estimated approximately 23 percent as investment income and approximately 77 percent as return of
capital.
Subsequent to November 30, 2005, the Company
reclassified the amount of investment income and return of capital it recognized based on the 2005 tax
reporting information received from the individual MLPs. This reclassification amounted to an increase in
pre-tax net investment income of approximately $190,000 or $0.01 per share ($116,000 or $0.007 per share, net
of deferred tax expense); an increase of approximately $139,000 or $0.01 per share ($85,000 or $0.005 per
share, net of deferred tax expense) in unrealized appreciation of investments; and a decrease in realized
gains of approximately $329,000 or $0.02 per share ($201,000 or $0.01 per share, net of deferred tax benefit)
for the period from December 1, 2005 through November 30, 2006.
D. Dividends to Stockholders
Dividends to common stockholders are recorded on
the ex-dividend date. The character of dividends to common stockholders made during the year may differ from
their ultimate characterization for federal income tax purposes. For the year ended November 30, 2006 and for
the period ended February 28, 2007, the Companys dividends, for book purposes, were comprised of 100
percent return of capital. For the year ended November 30, 2006, the Companys dividends, for tax
purposes, were comprised of approximately 11 percent qualified dividend income and 89 percent return of
capital. The tax character of dividends paid for the year ended November 30, 2007 will be determined
subsequent to year-end.
Dividends to preferred stockholders are based on
variable rates set at auctions, normally held every 28 days. Dividends on preferred shares are accrued on a
daily basis for the subsequent 28-day period at a rate as determined on the auction date. Dividends on
preferred shares are payable every 28 days, on the first day following the end of the dividend period. The
character of dividends to preferred stockholders made during the year may differ from their ultimate
characterization for federal income tax purposes. For the year ended November 30, 2006, for tax purposes, the
Company determined the dividends to preferred stockholders were comprised entirely of qualified dividend
income. The tax character of dividends paid for the year ended November 30, 2007 will be determined subsequent
to year-end.
2007 1st Quarter Report |
23 |
|
Notes to Financial Statements
(Unaudited)
(Continued)
E. Federal Income Taxation
The Company, as a corporation, is obligated to pay
federal and state income tax on its taxable income. The Company invests its assets primarily in MLPs, which
generally are treated as partnerships for federal income tax purposes. As a limited partner in the MLPs, the
Company reports its allocable share of the MLPs taxable income in computing its own taxable income. The
Companys tax expense or benefit is included in the Statement of Operations based on the component of
income or gains (losses) to which such expense or benefit relates. Deferred income taxes reflect the net tax
effects of temporary differences between the carrying amounts of assets and liabilities for financial
reporting purposes and the amounts used for income tax purposes. A valuation allowance is recognized if, based
on the weight of available evidence, it is more likely than not that some portion or all of the deferred
income tax asset will not be realized.
F. Organization Expenses,
Offering and Debt Issuance Costs
The Company is responsible for paying all
organizational expenses, which were expensed as incurred. Offering costs related to the issuance of common and
preferred stock is charged to additional paid-in capital when the shares are issued. Offering costs (excluding
underwriter commissions) of $298,574 were charged to additional paid-in capital for the common shares issued
in December 2006. Debt issuance costs related to the auction rate senior notes are capitalized and amortized
over the period the notes are outstanding.
G. Derivative Financial
Instruments
The Company uses derivative financial instruments
(principally interest rate swap contracts) to manage interest rate risk. The Company has established policies
and procedures for risk assessment and the approval, reporting and monitoring of derivative financial
instrument activities. The Company does not hold or issue derivative financial instruments for speculative
purposes. All derivative financial instruments are recorded at fair value with changes in value during the
reporting period, and amounts accrued under the derivative instruments included as unrealized gains or losses
in the accompanying Statement of Operations. Monthly cash settlements under the terms of the derivative
instruments are recorded as realized gains or losses in the Statement of Operations.
H. Indemnifications
Under the Companys organizational documents,
its officers and directors are indemnified against certain liabilities arising out of the performance of their
duties to the Company. In addition, in the normal course of business, the Company may enter into contracts
that provide general indemnification to other parties. The Companys maximum exposure under these
arrangements is unknown, as this would involve future claims that may be made against the Company that have
not yet occurred, and may not occur. However, the Company has not had prior claims or losses pursuant to these
contracts and expects the risk of loss to be remote.
I. Recent Accounting Pronouncements
In July 2006, the Financial Accounting Standards
Board (FASB) released FASB Interpretation No. 48 Accounting for Uncertainty in Income Taxes (FIN
48). FIN 48 provides guidance for how uncertain tax positions should be recognized, measured, presented and
disclosed in the financial statements. FIN 48 requires the evaluation of tax positions taken or expected to be
taken in the course of preparing the Companys tax returns to determine whether the tax positions are
more-likely-than-not of being sustained by the applicable tax authority. Adoption of FIN 48 is
required for fiscal years beginning after December 15, 2006 and is to be applied to all open tax years as of
the effective date. Adoption of FIN 48 is required for fiscal years beginning after December 15, 2006, but not
before the Companys last NAV calculation in the first required financial statement reporting period for
its fiscal year beginning after December 15, 2006. At this time, the Company is evaluating the implications of
FIN 48 and whether it will have any impact on the Companys financial statements.
24 |
Tortoise Energy Infrastructure Corp. |
|
Notes to Financial Statements
(Unaudited)
(Continued)
In September 2006, FASB issued Statement on
Financial Accounting Standards (SFAS) No. 157, Fair Value Measurements. This standard establishes
a single authoritative definition of fair value, sets out a framework for measuring fair value and requires
additional disclosures about fair value measurements. SFAS No. 157 applies to fair value measurements already
required or permitted by existing standards. SFAS No. 157 is effective for financial statements issued for
fiscal years beginning after November 15, 2007 and interim periods within those fiscal years. SFAS No. 157 is
effective for the Company beginning December 1, 2007. The changes to current U.S. generally accepted
accounting principles from the application of this statement relate to the definition of fair value, the
methods used to measure fair value, and the expanded disclosures about fair value measurements. The Company
has recently begun to evaluate the application of the statement, and is not in a position at this time to
evaluate the significance of its impact, if any, on the Companys financial statements.
3. Concentration of Risk
The Companys investment objective is to seek
a high level of total return with an emphasis on current dividends paid to its stockholders. Under normal
circumstances, the Company intends to invest at least 90 percent of its total assets in securities of domestic
energy infrastructure companies, and to invest at least 70 percent of its total assets in equity securities of
MLPs. The Company will not invest more than 10 percent of its total assets in any single issuer as of the time
of purchase. The Company may invest up to 25 percent of its assets in debt securities, which may include below
investment grade securities. Companies that primarily invest in a particular sector may experience greater
volatility than companies investing in a broad range of industry sectors. The Company may, for defensive
purposes, temporarily invest all or a significant portion of its assets in investment grade securities,
short-term debt securities and cash or cash equivalents. To the extent the Company uses this strategy, it may
not achieve its investment objective.
4. Agreements
The Company has entered into an Investment
Advisory Agreement with Tortoise Capital Advisors, LLC (the Adviser). Under the terms of the
agreement, the Company will pay the Adviser a fee equal to an annual rate of 0.95 percent of the
Companys average monthly total assets (including any assets attributable to leverage) minus the sum of
accrued liabilities (other than deferred income taxes, debt entered into for purposes of leverage and the
aggregate liquidation preference of outstanding preferred shares) (Managed Assets), in exchange
for the investment advisory services provided. For the period following the commencement of the Companys
operations through February 28, 2006, the Adviser agreed to waive or reimburse the Company for fees and
expenses in an amount equal to 0.23 percent of the average monthly Managed Assets of the Company. For periods
ending February 28, 2007, 2008 and 2009, the Adviser has agreed to waive or reimburse the Company for fees and
expenses in an amount equal to 0.10 percent of the average monthly Managed Assets of the Company.
The Company has engaged U.S. Bancorp Fund
Services, LLC to serve as the Companys administrator. The Company pays the administrator a monthly fee
computed at an annual rate of 0.07 percent of the first $300,000,000 of the Companys Managed Assets,
0.06 percent on the next $500,000,000 of Managed Assets and 0.04 percent on the balance of the Companys
Managed Assets.
2007 1st Quarter Report |
25 |
|
Notes to Financial Statements
(Unaudited)
(Continued)
Computershare Trust Company,
N.A. serves as the Companys transfer agent, dividend paying agent, and agent for
the automatic dividend reinvestment plan.
U.S. Bank, N.A. serves as
the Companys custodian. The Company pays the custodian a monthly fee computed at
an annual rate of 0.015 percent on the first $100,000,000 of the Companys
portfolio assets and 0.01 percent on the balance of the Companys portfolio
assets.
5. Income Taxes
Deferred income taxes reflect
the net tax effect of temporary differences between the carrying amount of assets and
liabilities for financial reporting and tax purposes. Components of the Companys
deferred tax assets and liabilities as of February 28, 2007, are as follows:
Deferred tax assets: |
|
|
|
|
|
Net operating loss carryforwards |
|
|
$ |
18,297,343 |
|
Organization costs |
|
|
|
38,845 |
|
|
|
|
|
|
|
|
18,336,188 |
|
Deferred tax liabilities: |
|
|
Net unrealized gains on investment securities and interest rate swap contracts |
|
|
|
166,086,857 |
|
Basis reduction of investment in MLPs |
|
|
|
18,761,042 |
|
|
|
|
|
|
|
|
184,847,899 |
|
|
|
|
Total net deferred tax liability |
|
|
$ |
166,511,711 |
|
|
|
|
For the period from December 1, 2006 to February
28, 2007, the components of income tax expense include current foreign taxes of $145,369 and deferred federal
and state income taxes (net of federal tax benefit) of $36,391,361 and $4,155,124, respectively. As of
November 30, 2006, the Company had a net operating loss for federal income tax purposes of approximately
$40,788,000. If not utilized, this net operating loss will expire as follows: $2,883,000, $15,979,000 and
$21,926,000 in the years ending November 30, 2024, 2025 and 2026, respectively.
Total income tax expense differs from the amount
computed by applying the federal statutory income tax rate of 35 percent to net investment loss and realized
and unrealized gains (losses) on investments and interest rate swap contracts before taxes for the period from
December 1, 2006 to February 28, 2007, as follows:
Application of statutory income tax rate |
|
|
$ |
36,357,335 |
|
State income taxes, net of federal tax benefit |
|
|
|
4,155,124 |
|
Other, net |
|
|
|
179,395 |
|
|
|
|
Total |
|
|
$ |
40,691,854 |
|
|
|
|
At February 28, 2007 a valuation allowance was not
recorded because the Company believes it is more likely than not that there is an ability to realize its
deferred tax asset.
As of February 28, 2007, the aggregate cost of
securities for Federal income tax purposes was $650,487,340. At February 28, 2007, the aggregate gross
unrealized appreciation for all securities in which there was an excess of value over tax cost was
$472,374,212 and the aggregate gross unrealized depreciation for all securities in which there was an excess
of tax cost over value was $110,645.
26 |
Tortoise Energy Infrastructure Corp. |
|
Notes to Financial Statements
(Unaudited)
(Continued)
6. Restricted Securities
Certain of the Companys investments are
restricted and are valued as determined in accordance with procedures established by the Board of Directors
and more fully described in Note 2. The table below shows the number of units held or principal amount, the
acquisition date, acquisition cost, value per unit of such securities and percent of net assets which the
securities comprise.
Investment Security |
Number of Units or Principal Amount |
Acquisition Date |
Acquisition Cost |
Value Per Unit |
Value as Percent of Net Assets |
|
Crosstex Energy, L.P. |
|
|
Subordinated Units |
|
|
|
712,760 |
|
|
6/29/06 |
|
|
$ 20,000,046 |
|
$ |
32.66 |
|
|
3.7 |
% |
Energy Transfer Equity, L.P. |
|
|
Common Units |
|
|
|
729,661 |
|
|
11/27/06 |
|
|
20,000,008 |
|
|
32.35 |
|
|
3.7 |
|
E.W. Transportation, LLC |
|
|
Promissory Note |
|
|
$ |
4,958,505 |
|
|
5/03/04 |
|
|
4,884,128 |
|
|
N/A |
|
|
0.8 |
|
TC Pipelines, L.P. |
|
|
Common Units |
|
|
|
1,229,390 |
|
|
2/21/07 |
|
|
42,500,012 |
|
|
34.41 |
|
|
6.6 |
|
Williams Partners, L.P. |
|
|
Common Units |
|
|
|
142,935 |
|
|
12/13/06 |
|
|
5,229,992 |
|
|
40.61 |
|
|
0.9 |
|
Williams Partners, L.P. |
|
|
Class B Common Units |
|
|
|
412,457 |
|
|
12/13/06 |
|
|
14,770,085 |
|
|
39.74 |
|
|
2.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$107,384,271 |
|
|
|
|
|
18.3 |
% |
|
|
|
|
|
7. Investments in Affiliates
Investments representing 5 percent or more of the
outstanding voting securities of a portfolio company result in that company being considered an affiliated
company, as defined in the 1940 Act. The aggregate market value of all securities of affiliates held by the
Company as of February 28, 2007 amounted to $109,770,305, representing 17.3 percent of net assets applicable
to common stockholders. A summary of affiliated transactions for each company which is or was an affiliate at
February 28, 2007 or during the period from December 1, 2006 to February 28, 2007, is as follows:
|
Share |
|
Realized |
Gross |
February 28, 2007
|
|
|
Balance 11/30/06 |
Gross Additions |
Gross Deductions |
Gain (Loss) |
Distributions Received |
Share Balance |
Value |
|
Holly Energy Partners, L.P. |
|
|
427,070 |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ 288,272 |
|
|
427,070 |
|
|
$ 19,696,468 |
|
K-Sea Transportation Partners, L.P. |
|
|
571,300 |
|
|
|
|
|
|
|
|
|
|
|
377,058 |
|
|
571,300 |
|
|
22,566,350 |
|
MarkWest Energy Partners, L.P. |
|
|
1,016,877 |
|
|
1,384,765 |
|
|
|
|
|
|
|
|
1,040,177 |
|
|
1,040,177 |
|
|
67,507,487 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$1,384,765 |
|
|
$ |
|
|
$ |
|
|
$1,705,507 |
|
|
|
|
|
$109,770,305 |
|
|
|
|
|
|
|
|
|
|
|
|
8. Investment Transactions
For the period from December
1, 2006 to February 28, 2007, the Company purchased (at cost) and sold securities (proceeds) in the amount of
$112,242,455 and $6,647,541 (excluding short-term debt securities and interest rate swaps),
respectively.
2007 1st Quarter Report |
27 |
|
Notes to Financial Statements
(Unaudited)
(Continued)
9. Auction Rate Senior
Notes
The Company has issued
$60,000,000, $50,000,000, and $55,000,000 aggregate principal amount of auction rate senior notes Series A,
Series B, and Series C, respectively (collectively, the Notes). The Notes were issued in
denominations of $25,000. The principal amount of the Notes will be due and payable on July 15, 2044 for
Series A and Series B, and April 10, 2045 for Series C. Fair value of the Notes approximates carrying amount
because the interest rate fluctuates with changes in interest rates available in the current market.
Holders of the Notes are
entitled to receive cash interest payments at an annual rate that may vary for each rate period. Interest
rates for Series A, Series B, and Series C as of February 28, 2007, were 5.50 percent, 5.50 percent, and 5.45
percent, respectively. The weighted average interest rates for Series A, Series B, and Series C for the period
from December 1, 2006 to February 28, 2007, were 5.53 percent, 5.50 percent, and 5.47 percent, respectively.
These rates include the applicable rate based on the latest results of the auction, plus commissions paid to
the auction agent in the amount of 0.25 percent which is included in auction agent fees in the accompanying
Statement of Operations. For each subsequent rate period, the interest rate will be determined by an auction
conducted in accordance with the procedures described in the Notes prospectus. Generally, the rate
period will be 28 days for Series A and Series B, and 7 days for Series C. The Notes are not listed on any
exchange or automated quotation system.
The Notes are redeemable in certain circumstances
at the option of the Company. The Notes are also subject to a mandatory redemption if the Company fails to
meet an asset coverage ratio required by law, or fails to cure in a timely manner a deficiency as stated in
the rating agency guidelines applicable to the Notes.
The Notes are unsecured
obligations of the Company and, upon liquidation, dissolution or winding up of the Company, will rank: (1)
senior to all the Companys outstanding preferred shares; (2) senior to all of the Companys
outstanding common shares; (3) on a parity with any unsecured creditors of the Company and any unsecured
senior securities representing indebtedness of the Company; and (4) junior to any secured creditors of the
Company.
10. Preferred Shares
The Company has 7,500 authorized Money Market
Preferred (MMP) Shares, of which 2,800 shares (1,400 MMP Shares and 1,400 MMP II Shares) are
currently outstanding. The MMP and MMP II Shares have rights determined by the Board of Directors. The MMP and
MMP II Shares have a liquidation value of $25,000 per share plus any accumulated unpaid dividends, whether or
not declared. Fair value of the MMP Shares approximates carrying amount because the interest rate fluctuates
with changes in interest rates available in the current market.
Holders of the MMP and MMP II Shares are entitled
to receive cash dividend payments at an annual rate that may vary for each rate period. The dividend rates for
MMP and MMP II Shares as of February 28, 2007, were 5.57 percent. The weighted average dividend rates for MMP
and MMP II Shares for the period from December 1, 2006 to February 28, 2007, were 5.59 percent and 5.61
percent, respectively. These rates include the applicable rate based on the latest results of the auction,
plus commissions paid to the auction agent in the amount of 0.25 percent which is included in the auction
agent fees in the accompanying Statement of Operations. Under the Investment Company Act of 1940, the Company
may not declare dividends or make other distributions on shares of common stock or purchases of such shares
if, at the time of the declaration, distribution or purchase, asset coverage with respect to the outstanding
MMP Shares would be less than 200 percent.
28 |
Tortoise Energy Infrastructure Corp. |
|
Notes to Financial Statements
(Unaudited)
(Continued)
The MMP Shares are redeemable in certain
circumstances at the option of the Company. The MMP Shares are also subject to a mandatory redemption if the
Company fails to meet an asset coverage ratio required by law, or fails to cure a deficiency in a timely
manner as stated in the rating agency guidelines.
The holders of MMP and MMP II Shares have voting
rights equal to the holders of common stock (one vote per 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.
11. Interest Rate Swap Contracts
The Company has entered into interest rate swap
contracts to protect itself from increasing interest expense on its leverage resulting from increasing
short-term 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 the Company. In addition, if the counterparty to
the interest rate swap contracts defaults, the Company would not be able to use the anticipated receipts under
the swap contracts to offset the interest payments on the Companys leverage. At the time the interest
rate swap contracts reach their scheduled termination, there is a risk that the Company would 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 the Company is required to terminate any swap contract early due to the
Company failing to maintain a required 300 percent and 200 percent asset coverage of the liquidation value of
the outstanding auction rate senior notes and MMP shares, respectively, or if the Company loses its credit
rating on its auction rate senior notes or MMP Shares, then the Company could be required to make a
termination payment, in addition to redeeming all or some of the auction rate senior notes and MMP Shares.
Details of the interest rate swap contracts outstanding as of February 28, 2007, were as follows:
Counterparty |
Maturity Date |
Notional Amount |
|
Fixed Rate Paid by the Company |
Floating Rate Received by the Company |
Unrealized Appreciation (Depreciation) |
|
|
|
U.S. Bank, N.A. |
|
|
|
7/10/2007 |
|
$ |
60,000,000 |
|
|
3.54% |
|
|
1 month U.S. Dollar LIBOR |
|
$ |
405,760 |
|
U.S. Bank, N.A.* |
|
|
|
7/05/2011 |
|
|
60,000,000 |
|
|
4.63% |
|
|
1 month U.S. Dollar LIBOR |
|
|
359,232 |
|
U.S. Bank, N.A. |
|
|
|
7/17/2007 |
|
|
50,000,000 |
|
|
3.56% |
|
|
1 month U.S. Dollar LIBOR |
|
|
334,113 |
|
U.S. Bank, N.A.* |
|
|
|
7/12/2011 |
|
|
50,000,000 |
|
|
4.64% |
|
|
1 month U.S. Dollar LIBOR |
|
|
287,525 |
|
U.S. Bank, N.A. |
|
|
|
5/01/2014 |
|
|
55,000,000 |
|
|
4.54% |
|
|
1 week U.S. Dollar LIBOR |
|
|
1,231,117 |
|
U.S. Bank, N.A. |
|
|
|
11/12/2020 |
|
|
35,000,000 |
|
|
5.20% |
|
|
1 month U.S. Dollar LIBOR |
|
|
(580,354 |
) |
U.S. Bank, N.A. |
|
|
|
11/18/2020 |
|
|
35,000,000 |
|
|
5.21% |
|
|
1 month U.S. Dollar LIBOR |
|
|
(605,869 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
$ |
345,000,000 |
|
|
|
|
|
|
|
$ |
1,431,524 |
|
|
|
|
|
|
|
* |
The
Company has entered into additional interest rate swap contracts for Series A and Series
B notes with settlements commencing on 7/10/2007 and 7/17/2007, respectively. |
The Company is 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 contract, as no collateral is pledged by the counterparty.
2007 1st Quarter Report |
29 |
|
Notes to Financial Statements
(Unaudited)
(Continued)
12. Common Stock
The Company has 100,000,000
shares of capital stock authorized and 18,232,065 shares outstanding at February 28, 2007. Transactions in
common shares for the year ended November 30, 2006 and the period ended February 28, 2007, were as
follows:
Shares at November 30, 2005 |
|
|
|
14,905,515 |
|
Shares sold through shelf offering |
|
|
|
1,675,050 |
|
Shares issued through reinvestment of dividends |
|
|
|
151,500 |
|
|
|
|
Shares at November 30, 2006 |
|
|
|
16,732,065 |
|
Shares sold through shelf offering |
|
|
|
1,500,000 |
|
|
|
|
Shares at February 28, 2007 |
|
|
|
18,232,065 |
|
|
|
|
13. Credit Facility
On June 13, 2006, the Company entered into a
$20,000,000 unsecured committed credit facility maturing June 13, 2007, with U.S. Bank, N.A. The principal
amount of the credit facility was subsequently increased to $120,000,000. The credit facility has a variable
annual interest rate equal to the one-month LIBOR rate plus 0.75 percent. Proceeds from the credit facility
are used to execute the Companys investment objective. The average principal balance and interest rate
for the period during which the credit facility was utilized was approximately $39,400,000 and 6.08 percent,
respectively. At February 28, 2007, the principal balance outstanding was $81,600,000.
14. Subsequent Events
On March 1, 2007, the Company paid a dividend in
the amount of $0.54 per common share, for a total of $9,845,315. Of this total, the dividend reinvestment
amounted to $1,417,910.
On March 14, 2007, the Companys shelf
registration statement was declared effective by the Securities and Exchange Commission.
On March 22, 2007, the Company entered into an
agreement establishing a new $150,000,000 unsecured credit facility. The new credit facility replaces the
previous credit facility. Under the terms of the new credit facility, U.S. Bank, N.A. serves as a lender and
the lending syndicate agent on behalf of other lenders participating in the credit facility. Outstanding
balances generally will accrue interest at a variable annual rate equal to the one-month LIBOR rate plus 0.75
percent. The credit facility will mature on March 21, 2008.
On March 27, 2007, the Company issued $70,000,000
aggregate principal amount of auction rate senior notes. The net proceeds of approximately $69,100,000 from
this offering were used to retire a portion of the Companys short-term debt under the unsecured credit
facility.
On March 30, 2007, the Company issued 427,915
shares of common stock. The net proceeds of approximately $15,500,000 from this offering were used to retire a
portion of the Companys short-term debt under the unsecured credit facility.
On April 5, 2007, the Company issued $60,000,000
Money Market Preferred Shares (2,400 shares). The net proceeds of approximately $59,200,000 from this offering
were used to retire a portion of the companys short-term debt under the unsecured credit facility.
30 |
Tortoise Energy Infrastructure Corp. |
|
Additional Information
(Unaudited)
Forward-Looking Statements
This report contains forward-looking
statements within the meaning of the Securities Act of 1933. 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 Tortoise Energy Infrastructure
Corporations (the Company) actual results are the performance of the portfolio of
investments held by it, the conditions in the U.S. and international financial, petroleum and other markets,
the price at which shares of the Company will trade in the public markets and other factors discussed in
filings with the SEC.
Proxy Voting Policies
A description of the policies and procedures that
the Company uses to determine how to vote proxies relating to portfolio securities owned by the Company and
information regarding how the Company voted proxies relating to the portfolio of securities during the period
ended June 30, 2006 are available to stockholders (i) without charge, upon request by calling the Company at
(913) 981-1020 or toll-free at (866) 362-9331 and on the Companys Web site at www.tortoiseadvisors.com;
and (ii) on the SECs Web site at www.sec.gov.
Form N-Q
The Company files its complete schedule of
portfolio holdings for the first and third quarters of each fiscal year with the SEC on Form N-Q. The
Companys Forms N-Q are available without charge upon request by calling the Company at (866) 362-9331
and on the Companys Web site at www.tortoiseadvisors.com or by visiting the SECs Web site at
www.sec.gov. In addition, you may review and copy the Companys 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.
The Companys Form N-Qs are also available on
the Companys Web site at www.tortoiseadvisors.com.
Statement of Additional Information
The Statement of Additional Information
(SAI) includes additional information about the fund directors and is available upon request
without charge by calling the Company at (866) 362-9331.
Annual Certification
The Companys 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.
The Company has filed with the SEC the
certification of its Chief Executive Officer and Chief Financial Officer required by Section 302 of the
Sarbanes-Oxley Act.
2007 1st Quarter Report |
31 |
|
Additional Information
(Unaudited)
(Continued)
Privacy Policy
In order to conduct its business, the Company
collects and maintains certain nonpublic personal information about its stockholders of record with respect to
their transactions in shares of the Companys securities. This information includes the
stockholders address, tax identification or Social Security number, share balances, and dividend
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 Companys other stockholders or the Companys 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 Companys 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.
32 |
Tortoise Energy Infrastructure Corp. |
|
Office of the Company and of the Investment Adviser
Tortoise Capital Advisors, L.L.C. 10801 Mastin
Boulevard, Suite 222 Overland Park, Kan. 66210 (913) 981-1020 (913) 981-1021 (fax) www.tortoiseadvisors.com
Managing Directors of Tortoise Capital Advisors, L.L.C.
H. Kevin Birzer Zachary A. Hamel Kenneth P. Malvey Terry
Matlack David J. Schulte
Board of Directors of Tortoise Energy Infrastructure Corp.
H. Kevin Birzer, Chairman
Tortoise Capital Advisors, L.L.C.
Terry Matlack
Tortoise Capital Advisors, L.L.C.
Conrad S. Ciccotello
Independent
John R. Graham
Independent
Charles E. Heath
Independent |
|
ADMINISTRATOR
U.S. Bancorp Fund Services, L.L.C. 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 DIVIDEND REINVESTMENT AND CASH
PURCHASE PLAN AGENT
Computershare Trust Company, N.A. P.O. Box 43078 Providence,
R.I. 02940-3078 (888) 728-8784 (312) 588-4990 www.computershare.com
LEGAL COUNSEL
Blackwell Sanders Peper Martin LLP 4801 Main St. Kansas City, Mo. 64112
INVESTOR RELATIONS
(866) 362-9331 info@tortoiseadvisors.com
STOCK SYMBOL
Listed NYSE Symbol: TYG
This report is for stockholder information. This is not a prospectus
intended for use in the purchase or sale of fund shares. Past performance is no guarantee of future results and your
investment may be worth more or less at the time you sell. |
Tortoise Capital Advisors Family of Funds
Name |
Ticker/ Inception Date |
Targeted Investments |
Investor Suitability |
Investment Restrictions |
Total Assets as of 2/28/07 ($ in millions) |
Tortoise Energy |
TYG Feb. 2004 |
U.S. Energy Infrastructure |
Retirement Accounts Pension Plans Taxable Accounts |
30% Restricted Securities 10% Issuer-Limited |
$1,130 |
Tortoise Capital |
May 2005 May 2005 |
U.S. Energy Infrastructure |
Retirement Accounts Pension Plans Taxable Accounts |
50% Restricted Securities Securities 15% Issuer-Limited |
$854 |
Tortoise North America |
TYN Oct. 2005 |
Canadian and U.S. Energy Infrastructure |
Taxable Accounts |
50% Restricted Securities Diversified to Meet RIC Requirements |
$175 |
Tortoise Capital Resources |
TTO Dec. 2005 (Feb. 2007 - IPO) |
U.S. Energy Infrastructure Private and Micro Cap Public Companies |
Retirement Accounts Pension Plans Taxable Accounts |
30% Non-Qualified Securities |
$124 |
...Steady Wins"
Tortoise Capital Advisors, L.L.C.
Investment Adviser to
Tortoise Energy Infrastructure Corp.
10801 Mastin Blvd., Suite 222 Overland Park, Kan.
66210 (913) 981-1020 (913) 981-1021 (fax) www.tortoiseadvisors.com |