tyg_ncsrs.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF
REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act
file number 811-21462
Tortoise Energy Infrastructure
Corporation
(Exact name of registrant as specified in charter)
11550 Ash Street, Suite 300, Leawood, KS
66211
(Address
of principal executive offices) (Zip code)
David J. Schulte
11550 Ash Street, Suite 300, Leawood, KS
66211
(Name and
address of agent for service)
913-981-1020
Registrant's telephone number, including area code
Date of fiscal year end:
November 30
Date of reporting
period: May 31, 2010
Item 1. Report to
Stockholders.
Company at a
Glance
Tortoise Energy Infrastructure Corp. (NYSE:
TYG) is a pioneering closed-end investment company investing primarily in equity
securities of publicly-traded Master Limited Partnerships (MLPs) operating
energy infrastructure assets.
Investment Goals: Yield, Growth and
Quality
TYG seeks a high level
of total return with an emphasis on current distributions paid to
stockholders.
In seeking to achieve
yield, we target
distributions to our stockholders that are roughly equal to the underlying yield
on a direct investment in MLPs. In order to accomplish this, we maintain our
strategy of investing primarily in energy infrastructure MLPs with attractive
current yields and growth potential.
We seek to achieve
distribution growth as revenues of our underlying companies grow
with the economy, with the population and through rate increases. This revenue
growth generally leads to increased operating profits, and when combined with
internal expansion projects and acquisitions, is expected to provide attractive
growth in distributions to us. We also seek distribution growth through capital
market strategies involving timely debt and equity offerings by us that are
typically primarily invested in MLP issuer direct placements.
TYG seeks to achieve
quality by investing in companies operating energy
infrastructure assets that are critical to the U.S. economy. Often these assets
would be difficult to replicate. We also back experienced management teams with
successful track records. By investing in us, our stockholders have access to a
portfolio that is diversified through geographic regions and across product
lines, including natural gas, natural gas liquids, crude oil and refined
products.
About Energy Infrastructure Master Limited
Partnerships
MLPs are limited
partnerships whose units trade on public exchanges such as the New York Stock
Exchange (NYSE), the NYSE
Alternext US and NASDAQ. Buying
MLP units makes an investor a limited partner in the MLP. There are currently
approximately 70 MLPs in the market, mostly in industries related to energy and
natural resources.
We primarily invest in
MLPs and their affiliates in the energy infrastructure sector. Energy
infrastructure MLPs are engaged in the transportation, storage and processing of
crude oil, natural gas and refined products from production points to
the end users. Our investments are
primarily in mid-stream (mostly pipeline) operations, which typically produce
steady cash flows with less exposure to commodity prices than many alternative
investments in the broader energy industry. With the growth potential of this
sector along with our disciplined
investment approach, we endeavor to generate a predictable and increasing
distribution stream for our investors.
A TYG Investment Versus a Direct Investment in
MLPs
We provide our
stockholders an alternative to investing directly in MLPs and their affiliates.
A direct MLP investment potentially offers an attractive distribution with a
significant portion treated as return of capital, and a historically low
correlation to returns on stocks and bonds. However, the tax characteristics of
a direct MLP investment are generally undesirable for tax-exempt investors such
as retirement plans. We are structured as a C Corporation — accruing federal and
state income taxes, based on taxable earnings and profits. Because of this
innovative structure, pioneered by Tortoise Capital Advisors, institutions and
retirement accounts are able to join individual stockholders as investors in MLPs.
Additional features
include:
-
One Form 1099 per
stockholder at the end of the year, thus avoiding multiple K-1s and multiple
state filings for individual partnership investments;
-
A professional
management team, with nearly 100 years combined investment experience, to
select and manage the portfolio on your behalf;
-
The ability to access
investment grade credit markets to enhance stockholder return; and
-
Access to direct
placements and other investments not available through the public
markets.
Dear Fellow
Stockholders,
Energy infrastructure
companies performed well in the second quarter of 2010 relative to the broader
market. We believe the steady performance was a result of economic improvement,
accessible capital markets for MLP issuers and stable operating performance. We
believe TYG’s investments are well positioned in 2010 as its portfolio minimizes
volatility and direct exposure to commodity prices.
Master Limited Partnership Sector Review and
Outlook
The Tortoise MLP Total
Return IndexTM
(TMLPT) increased by 0.2 percent for our quarter ended May 31, 2010 and
increased by 13.1 percent during the six months ended May 31, 2010. In our view,
the positive performance resulted from favorable underlying business
fundamentals and investors’ appetite for the relatively high yields in the MLP
sector relative to other asset classes. Demand for refined products stabilized
further as the broad economic recovery generated an increased need for
transportation fuels. Natural gas transmission operators continued to benefit
from growing production from emerging natural gas basins which is increasing the
need for pipeline takeaway capacity.
MLP performance has been
aided by accessible capital markets, which allowed them to raise about $3.6
billion in equity and about $5.9 billion in debt during the three months ended
May 31, 2010. We expect further issuances as MLPs are forecast to invest more
than $15 billion between 2010 and 2012 in new pipeline and storage construction
projects that will support transportation of Canadian crude oil into the United
States as well as connect new areas of natural gas supply to existing demand
centers. We believe these expansion activities, in addition to continued
acquisition activity, support MLP cash distribution growth of three to five
percent in 2010.
Company Performance Review and
Outlook
Our total return based
on market value, including the reinvestment of distributions, was 9.7 percent
for the quarter ended May 31, 2010 and 15.4 percent for the six months ended May
31, 2010.
We paid a distribution
of $0.54 per common share ($2.16 annualized) to our stockholders on June 1,
2010, unchanged from the previous quarter. This represents an annualized yield
of 6.7 percent based on a closing price of $32.39 on June 1, 2010 as compared to
the yield of 8.5 percent a year ago when MLP market values were still recovering
from the financial crisis. We expect to maintain a quarterly distribution of
$0.54 per share this year and will strive to grow our distribution once we
believe such an increase is sustainable with adequate distribution coverage.
On June 20, 2010, we
entered into an amendment to our bank credit facility that extends the facility
through June 20, 2011. Terms of the agreement provide for an unsecured facility
of $70 million at improved terms as compared to the expiring
facility.
Additional information
about our financial performance is available in the Management’s Discussion of
this report.
Conclusion
We have maintained our
investment focus on yield, growth and quality as a provider of long-term capital
to the MLP sector. We believe this focus has produced, and will continue to
produce, a portfolio with a compelling risk adjusted current yield relative to
other asset classes and expect the fee-based nature of MLP cash flows, modest
leverage and adequate distribution coverage to continue to drive steady
portfolio returns. As always, we will continue to strive to provide transparent
investor information and welcome investor questions and comments.
Sincerely,
The Managing
Directors
Tortoise Capital Advisors, L.L.C.
The adviser to Tortoise Energy Infrastructure
Corp.
|
|
|
H. Kevin Birzer |
Zachary A. Hamel |
Kenneth P. Malvey |
|
|
|
|
|
|
Terry Matlack |
David J. Schulte |
|
2010 2nd Quarter
Report 1
Key Financial
Data (Supplemental Unaudited
Information) (dollar amounts in thousands unless otherwise
indicated) |
The information presented below regarding
Distributable Cash Flow and Selected Operating Ratios is supplemental non-GAAP
financial information, which we believe is meaningful to understanding our
operating performance. The Selected Operating Ratios are the functional
equivalent of EBITDA for non-investment companies, and we believe they are an
important supplemental measure of performance and promote comparisons from
period- to-period. Supplemental non-GAAP measures should be read in conjunction
with our full financial statements.
|
|
2009 |
|
2010 |
|
|
Q2(1) |
|
Q3(1) |
|
Q4(1) |
|
Q1(1) |
|
Q2(1) |
Total Distributions Received from
Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Distributions received from master
limited partnerships |
|
$ |
16,498 |
|
|
$ |
16,554 |
|
|
$ |
17,654 |
|
|
$ |
19,426 |
|
|
$ |
20,034 |
|
Dividends
paid in stock |
|
|
2,767 |
|
|
|
2,836 |
|
|
|
1,843 |
|
|
|
2,044 |
|
|
|
1,969 |
|
Short-term interest and dividend
income |
|
|
3 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Total
from investments |
|
|
19,268 |
|
|
|
19,390 |
|
|
|
19,497 |
|
|
|
21,470 |
|
|
|
22,003 |
|
Operating Expenses Before Leverage Costs
and Current Taxes |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Advisory
fees, net of expense reimbursement |
|
|
1,769 |
|
|
|
2,083 |
|
|
|
2,253 |
|
|
|
2,584 |
|
|
|
2,946 |
|
Other operating expenses |
|
|
317 |
|
|
|
340 |
|
|
|
338 |
|
|
|
397 |
|
|
|
441 |
|
|
|
|
2,086 |
|
|
|
2,423 |
|
|
|
2,591 |
|
|
|
2,981 |
|
|
|
3,387 |
|
Distributable cash flow before
leverage costs and current taxes |
|
|
17,182 |
|
|
|
16,967 |
|
|
|
16,906 |
|
|
|
18,489 |
|
|
|
18,616 |
|
Leverage
costs(2) |
|
|
4,019 |
|
|
|
4,058 |
|
|
|
4,028 |
|
|
|
4,032 |
|
|
|
3,880 |
|
Current income tax expense |
|
|
22 |
|
|
|
25 |
|
|
|
26 |
|
|
|
24 |
|
|
|
137 |
|
Distributable Cash Flow(3) |
|
$ |
13,141 |
|
|
$ |
12,884 |
|
|
$ |
12,852 |
|
|
$ |
14,433 |
|
|
$ |
14,599 |
|
Distributions paid on common stock |
|
$ |
12,659 |
|
|
$ |
12,752 |
|
|
$ |
12,947 |
|
|
$ |
14,497 |
|
|
$ |
14,536 |
|
Distributions paid on common stock per
share |
|
|
0.54 |
|
|
|
0.54 |
|
|
|
0.54 |
|
|
|
0.54 |
|
|
|
0.54 |
|
Payout percentage for period(4) |
|
|
96.3 |
% |
|
|
99.0 |
% |
|
|
100.7 |
% |
|
|
100.4 |
% |
|
|
99.6 |
% |
Net realized gain (loss), net of income
taxes |
|
|
(451 |
) |
|
|
5,128 |
|
|
|
11,418 |
|
|
|
3,545 |
|
|
|
17,545 |
|
Total assets, end of period |
|
840,247 |
|
|
895,475 |
|
|
1,000,278 |
|
|
1,205,941 |
|
|
1,195,309 |
|
Average total assets during period(5) |
|
762,040 |
|
|
878,521 |
|
|
948,734 |
|
|
1,114,507 |
|
|
1,232,509 |
|
Leverage (long-term debt obligations, preferred stock and
short-term borrowings)(6) |
|
247,500 |
|
|
244,400 |
|
|
250,400 |
|
|
255,375 |
|
|
262,575 |
|
Leverage as a percent of total
assets |
|
29.5 |
% |
|
27.3 |
% |
|
25.0 |
% |
|
21.2 |
% |
|
22.0 |
% |
Unrealized appreciation, net of income taxes, end of
period |
|
115,053 |
|
|
152,114 |
|
|
218,575 |
|
|
291,147 |
|
|
275,046 |
|
Net assets, end of period |
|
510,535 |
|
|
542,223 |
|
|
613,601 |
|
|
753,374 |
|
|
736,965 |
|
Average net assets during period(7) |
|
458,511 |
|
|
533,801 |
|
|
587,503 |
|
|
689,774 |
|
|
769,890 |
|
Net asset value per common
share |
|
21.78 |
|
|
22.92 |
|
|
25.53 |
|
|
28.06 |
|
|
27.38 |
|
Market value per share |
|
25.28 |
|
|
25.82 |
|
|
29.50 |
|
|
30.46 |
|
|
32.84 |
|
Shares outstanding |
|
23,442,791 |
|
|
23,659,394 |
|
|
24,037,087 |
|
|
26,845,987 |
|
|
26,918,015 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selected Operating Ratios(8) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As a Percent of Average Net
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
distributions received from investments |
|
|
10.03 |
% |
|
|
8.76 |
% |
|
|
8.24 |
% |
|
|
7.81 |
% |
|
|
7.08 |
% |
Operating expenses before leverage
costs and current taxes |
|
|
1.09 |
% |
|
|
1.09 |
% |
|
|
1.10 |
% |
|
|
1.08 |
% |
|
|
1.09 |
% |
Distributable cash flow before
leverage costs and current taxes |
|
|
8.94 |
% |
|
|
7.67 |
% |
|
|
7.14 |
% |
|
|
6.73 |
% |
|
|
5.99 |
% |
As a Percent of Average Net
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Distributable cash flow(3) |
|
|
11.37 |
% |
|
|
9.58 |
% |
|
|
8.77 |
% |
|
|
8.49 |
% |
|
|
7.52 |
% |
(1) |
Q1 is the period from December through
February. Q2 is the period from March through May. Q3 is the period from
June through August. Q4 is the period from September through
November. |
(2) |
Leverage costs include interest expense,
other recurring leverage expenses and distributions to preferred
stockholders. |
(3) |
“Net investment income (loss), before
income taxes” on the Statement of Operations is adjusted as follows to
reconcile to Distributable Cash Flow (DCF): increased by the return of
capital on MLP distributions and the value of paid-in-kind distributions,
premium on redemption of long-term debt obligations, other non-recurring
leverage expenses and amortization of debt issuance costs; and decreased
by distributions to preferred stockholders and current taxes
paid. |
(4) |
Distributions paid as a percentage of
Distributable Cash Flow. |
(5) |
Computed by averaging month-end values
within each period. |
(6) |
The balance on the short-term credit
facility was $19,600,000 as of May 31, 2010. |
(7) |
Computed by averaging daily values
within each period. |
(8) |
Annualized for periods less than one
full year. Operating ratios contained in our Financial Highlights are
based on net assets and include current and deferred income tax expense
and leverage costs. |
2 Tortoise Energy Infrastructure
Corp.
Management’s
Discussion (Unaudited) |
The information contained in this section
should be read in conjunction with our Financial Statements and the Notes
thereto. In addition, this report contains certain forward-looking statements.
These statements include the plans and objectives of management for future
operations and financial objectives and can be identified by the use of
forward-looking terminology such as “may,” “will,” “expect,” “intend,”
“anticipate,” “estimate,” or “continue” or the negative thereof or other
variations thereon or comparable terminology. These forward-looking statements
are subject to the inherent uncertainties in predicting future results and
conditions. Certain factors that could cause actual results and conditions to
differ materially from those projected in these forward-looking statements are
set forth in the “Risk Factors” section of our public filings with the
SEC.
Overview
Tortoise Energy
Infrastructure Corp’s (the “Company”) goal is to provide a stable and growing
distribution stream to our investors. We seek to provide our stockholders with
an efficient vehicle to invest in the energy infrastructure sector. While we are
a registered investment company under the Investment Company Act of 1940, as
amended (the “1940 Act”), we are not a “regulated investment company” for
federal tax purposes. Our distributions do not generate unrelated business
taxable income (UBTI) and our stock may therefore be suitable for holding by
pension funds, IRAs and mutual funds, as well as taxable accounts. We invest
primarily in MLPs through private and public market purchases. MLPs are publicly
traded partnerships whose equity interests are traded in the form of units on
public exchanges, such as the NYSE or NASDAQ. Tortoise Capital Advisors, L.L.C.
serves as our investment adviser.
Company Update
The total market value
of our MLP investments ended the 2nd quarter 2010 relatively unchanged from
February 28, 2010, while distributions we received from our MLPs during the
quarter were in-line with our expectations. Subsequent to quarter-end, we
amended our bank credit facility at improved terms as compared to the expiring
facility. Additional information on these events and results of our operations
are discussed in more detail below.
Critical Accounting
Policies
The financial statements
are based on the selection and application of critical accounting policies,
which require management to make significant estimates and assumptions. Critical
accounting policies are those that are both important to the presentation of our
financial condition and results of operations and require management’s most
difficult, complex, or subjective judgments. Our critical accounting policies
are those applicable to the valuation of investments, tax matters and certain
revenue recognition matters as discussed in Note 2 in the Notes to Financial
Statements.
Determining Distributions to
Stockholders
Our portfolio generates
cash flow from which we pay distributions to stockholders. Our Board of
Directors considers our distributable cash flow (“DCF”) in determining
distributions to stockholders. Our Board of Directors reviews the distribution
rate quarterly, and may adjust the quarterly distribution throughout the year.
Our goal is to declare what we believe to be sustainable increases in our
regular quarterly distributions. We have targeted to pay at least 95 percent of
DCF on an annualized basis.
Determining DCF
DCF is simply
distributions received from investments less expenses. The total distributions
received from our investments include the amount received by us as cash
distributions from MLPs, paid-in-kind distributions, and dividend and interest
payments. The total expenses include current or anticipated operating expenses,
leverage costs and current income taxes. Each are summarized for you in the
table on page 2 and are discussed in more detail below.
The Key Financial Data
table discloses the calculation of DCF and should be read in conjunction with
this discussion. The difference between distributions received from investments
in the DCF calculation and total investment income as reported in the
Statement of Operations, is
reconciled as follows: GAAP recognizes that a significant portion of the cash
distributions received from MLPs are characterized as a return of capital and
therefore excluded from investment income, whereas the DCF calculation includes
the return of capital; and distributions received from investments in the DCF
calculation include the value of dividends paid-in-kind (additional stock or MLP
units), whereas such amounts are not included as income for GAAP purposes. The
treatment of expenses in the DCF calculation also differs from what is reported
in the Statement of Operations. In addition to the total operating expenses as
disclosed in the Statement of Operations, the DCF calculation reflects interest
expense, distributions to preferred stockholders, other recurring leverage
expenses, as well as current taxes paid. A reconciliation of Net Investment
Loss, before Income Taxes to DCF is included below.
Distributions Received from
Investments
Our ability to generate
cash is dependent on the ability of our portfolio of investments to generate
cash flow from their operations. In order to maintain and grow distributions to
our stockholders, we evaluate each holding based upon its contribution to our
investment income, our expectation for its growth rate, and its risk relative to
other potential investments.
We concentrate on MLPs
we believe can expect an increasing demand for services from economic and
population growth. We seek well-managed businesses with hard assets and stable
recurring revenue streams. Our focus remains primarily on investing in fee-based
service providers that operate long-haul, interstate pipelines. We further
diversify among issuers, geographies and energy commodities to seek a
distribution payment which approximates an investment directly in energy
infrastructure MLPs. In addition, most energy infrastructure companies are
regulated and utilize an inflation escalator index that factors in inflation as
a cost pass-through. So, over the long-term, we believe MLPs’ distributions will
outpace inflation and interest rate increases, and produce positive real
returns.
Total distributions
received from our investments for the 2nd quarter 2010 was approximately $22.0
million, representing a 14 percent increase as compared to 2nd quarter 2009 and
a 2.5 percent increase or approximately $0.5 million as compared to 1st quarter
2010. The majority of the increase from 1st quarter 2010 reflects distribution
increases from our MLP investments while a portion of the increase is from
distributions received from approximately $7 million of additional portfolio
securities purchased during the 2nd quarter utilizing our bank credit facility.
Expenses
We incur two types of
expenses: (1) operating expenses, consisting primarily of the advisory fee; and
(2) leverage costs. On a percentage basis, operating expenses before leverage
costs and current taxes were an annualized 1.09 percent of average total assets
for the 2nd quarter 2010, unchanged as compared to the 2nd quarter 2009 and
slightly higher than the 1.08 percent for the 1st quarter 2010. Advisory fees
for the 2nd quarter 2010 increased 14 percent from 1st quarter 2010 as a result
of increased average managed assets for the quarter. Average managed assets
increased primarily as a result of our common stock issuance in January and
increased MLP asset values during the quarter, although MLP asset values ended
the 2nd quarter slightly below where they began the quarter. Yields on our MLP
investments have generally reverted to their long-term historical average. All
else being equal, if MLP yields continue to tighten, MLP asset values will
increase as will our managed assets and advisory fees. Other operating expenses
for the 2nd quarter 2010 increased as compared to 1st quarter 2010 primarily as
a result of non-recurring expenses for fund administration and professional
fees.
Leverage costs consist
of two major components: (1) the direct interest expense on our Tortoise Notes
and short-term credit facility; and (2) distributions to preferred stockholders.
Other leverage expenses include rating agency fees and commitment fees. Total
leverage costs for DCF purposes were approximately $3.9 million for the 2nd
quarter 2010 as compared to $4.0 million for both the 2nd quarter 2009 and 1st
quarter 2010. The decrease from 1st quarter 2010 reflects one-time expenses
incurred in the 1st quarter 2010 associated with the redemption of our auction
rate preferred and the lower interest rate on the debt we issued in December
2009 to redeem our remaining auction rate debt.
2010 2nd Quarter
Report 3
Management’s
Discussion (Unaudited) (Continued) |
The weighted average
annual rate of our longer-term fixed-rate leverage is 5.92 percent. This rate
does not include balances on our bank line of credit which was amended on June
20, 2010 to accrue interest at a variable rate equal to one-month LIBOR plus
1.25 percent. Our weighted average rate may vary in future periods as our
leverage matures or is redeemed. Additional information on our leverage and
amended credit facility is disclosed below in Liquidity and Capital Resources
and in our Notes to Financial Statements.
Current income tax
expense increased $113,000 in the 2nd quarter as compared to 1st quarter 2010
resulting from increased Canadian taxes associated with our investment in Plains
All American Pipeline, L.P.
Distributable Cash Flow
For 2nd quarter 2010,
our DCF was approximately $14.6 million, an increase of 11.1 percent as compared
to 2nd quarter 2009 and 1.2 percent as compared to 1st quarter 2010. The
increases are the net result of increased distributions and expenses as outlined
above. We declared a distribution of $14.5 million, or 99.6 percent of DCF,
during the quarter. On a per share basis, we declared a $0.54 distribution on
May 10, 2010. This is unchanged as compared to 2nd quarter 2009 and 1st quarter
2010.
Market values of our
assets and asset-based expenses have increased more than the distributions from
our MLPs over the last year, eroding the cushion we built into our distribution
payout percentage in early 2009. Factoring in moderate increases in projected
distributions we receive from MLPs, projected expenses and our desire to
reestablish a cushion in our distribution payout percentage, we expect to
maintain quarterly distributions to our stockholders of $0.54 per share during
the remainder of 2010.
Net investment loss
before income taxes on the Statement of Operations is adjusted as follows to
reconcile to DCF for 2010 YTD and the 2nd quarter 2010 (in thousands):
|
2010 YTD |
|
2nd Qtr 2010 |
Net Investment Loss, before Income
Taxes |
$ |
(13,198 |
) |
|
$ |
(7,928 |
) |
Adjustments to reconcile to DCF: |
|
|
|
|
|
|
|
Dividends
paid in stock |
|
4,013 |
|
|
|
1,970 |
|
Return of capital on
distributions |
|
37,554 |
|
|
|
20,622 |
|
Amortization of debt issuance
costs |
|
843 |
|
|
|
72 |
|
Amortization of other leverage
expenses |
|
224 |
|
|
|
— |
|
Distributions to auction preferred
stockholders |
|
(243 |
) |
|
|
— |
|
Current income tax expenses |
|
(161 |
) |
|
|
(137 |
) |
DCF |
$ |
29,032 |
|
|
$ |
14,599 |
|
|
|
|
|
|
|
|
|
Liquidity and Capital
Resources
We had total assets of
$1.195 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 2nd quarter 2010, total assets decreased from $1.206 billion to
$1.195 billion, a decrease of $11 million. This change was primarily the result
of a net realized and unrealized loss on investments of approximately $18
million during the quarter (excluding return of capital on distributions
reflected during the quarter) and the purchase of approximately $7 million in
portfolio securities during the quarter utilizing our bank credit facility.
Total leverage
outstanding at May 31, 2010 of $262.6 million is comprised of approximately $170
million in senior notes, $73 million in preferred shares and $19.6 million
outstanding under the credit facility. We no longer have any auction rate
securities outstanding. Total leverage represented 22.0 percent of total assets
at May 31, 2010, as compared to 21.2 percent as of February 28, 2010 and 29.5
percent as of May 31, 2009. We have a long-term leverage target ratio of 25
percent of total assets at time of incurrence. Temporary increases of up to 30
percent of our total assets may be permitted, provided that such leverage is
consistent with the limits set forth in the 1940 Act, and that such leverage is
expected to be reduced over time in an orderly fashion to reach our long-term
target. Our leverage ratio is impacted by increases or decreases in MLP values,
issuance of equity and/or the sale of securities where proceeds are used to
reduce leverage.
Subsequent to
quarter-end, we entered into an amendment to our bank credit facility that
extends the facility through June 20, 2011. Terms of the amendment provide for
an unsecured facility of $70 million, unchanged from the previous facility.
During the extension, outstanding balances generally will accrue interest at a
variable rate equal to one-month LIBOR plus 1.25 percent with a fee of 0.20
percent on any unused balance. These new terms compare favorably to the previous
terms of one-month LIBOR plus 2.00 percent with a fee of 0.25 percent on any
unused balance.
Our longer-term leverage
(excluding our bank credit facility) of approximately $243 million is comprised
of 70 percent private placement debt and 30 percent publicly traded preferred
equity with a weighted average fixed rate of 5.92 percent and remaining weighted
average laddered maturity of approximately 6.2 years.
We have used leverage to
acquire MLPs consistent with our investment philosophy. The terms of our
leverage are governed by regulatory and contractual asset coverage requirements
that arise from the use of leverage. Additional information on our leverage and
asset coverage requirements is discussed in Note 8 and Note 9 in the Notes to
Financial Statements. Our coverage ratios are updated each week on our web site
at www.tortoiseadvisors.com.
Taxation of our Distributions and Deferred
Taxes
We invest in
partnerships which generally have larger distributions of cash than the
accounting income which they generate. Accordingly, the distributions include a
return of capital component for accounting and tax purposes. Distributions
declared and paid by us in a year generally differ from taxable income for that
year, as such distributions may include the distribution of current year taxable
income or return of capital.
The taxability of the
distribution you receive depends on whether we have annual earnings and profits.
If so, those earnings and profits are first allocated to the preferred shares
and then to the common shares.
In the event we have
earnings and profits allocated to our common shares, all or a portion of our
distribution will be taxable at the 15 percent Qualified Dividend Income (“QDI”)
rate, assuming various holding requirements are met by the stockholder. The 15
percent QDI rate is currently effective through 2010. The portion of our
distribution that is taxable may vary for either of two reasons: first, the
characterization of the distributions we receive from MLPs could change annually
based upon the K-1 allocations and result in less return of capital and more in
the form of income. Second, we could sell an MLP investment and realize a gain
or loss at any time. It is for these reasons that we inform you of the tax
treatment after the close of each year as the ultimate characterization of our
distributions is undeterminable until the year is over.
For book and tax
purposes, distributions to stockholders for the fiscal year ended 2009 were
comprised of 100 percent return of capital. A holder of our common stock would
reduce their cost basis for income tax purposes by the entire amount of the 2009
distribution. This information is reported to stockholders on Form 1099-DIV and
is available on our web site at www.tortoiseadvisors.com.
The unrealized gain or
loss we have in the portfolio is reflected in the Statement of Assets and
Liabilities. At May 31, 2010, our investments are valued at $1.2 billion, with
an adjusted cost of $750 million. The $450 million difference reflects
unrealized appreciation that would be realized for financial statement purposes
if those investments were sold at those values. The Statement of Assets and
Liabilities also reflects either a deferred tax liability or deferred tax asset
depending upon unrealized gains (losses) on investments, realized gains (losses)
on investments, capital loss carryforward and net operating losses. At May 31,
2010, the balance sheet reflects a deferred tax liability of approximately $177
million or $6.56 per share. Accordingly, our net asset value per share
represents the amount which would be available for distribution to stockholders
after payment of taxes. Details of our deferred taxes are disclosed in Note 5 in
our Notes to Financial Statements.
4
|
|
Tortoise Energy
Infrastructure Corp.
|
Schedule of
Investments May
31, 2009 |
(Unaudited)
|
|
|
|
|
|
|
Shares |
|
Fair Value |
Master Limited Partnerships
and |
|
|
|
|
|
Related
Companies — 161.8%(1) |
|
|
|
|
|
|
|
|
|
|
|
Crude/Refined Products Pipelines —
66.3%(1) |
|
|
|
|
United States — 66.3(1) |
|
|
|
|
|
Blueknight Energy Partners, L.P.(2) |
342,162 |
|
$ |
3,079,458 |
|
Buckeye Partners, L.P. |
644,700 |
|
|
36,554,490 |
|
Enbridge Energy Partners, L.P. |
1,815,700 |
|
|
90,367,389 |
|
Holly Energy Partners, L.P. |
616,000 |
|
|
24,769,360 |
|
Kinder Morgan Management, LLC(3) |
1,845,801 |
|
|
102,238,899 |
|
Magellan Midstream Partners, L.P. |
1,498,100 |
|
|
65,586,818 |
|
NuStar Energy L.P. |
1,011,900 |
|
|
55,846,761 |
|
Plains All American Pipeline, L.P. |
993,100 |
|
|
57,162,836 |
|
Sunoco Logistics Partners L.P. |
807,900 |
|
|
53,159,820 |
|
|
|
|
|
488,765,831 |
|
Natural Gas/Natural Gas Liquids
Pipelines — 63.7%(1) |
|
|
United States — 63.7%(1) |
|
|
|
|
|
Boardwalk Pipeline Partners,
LP |
1,761,700 |
|
|
49,063,345 |
|
Duncan Energy Partners L.P. |
424,700 |
|
|
10,761,898 |
|
El Paso Pipeline Partners,
L.P. |
1,254,300 |
|
|
34,606,137 |
|
Energy Transfer Equity, L.P. |
522,610 |
|
|
16,070,258 |
|
Energy Transfer Partners, L.P. |
2,130,500 |
|
|
93,955,050 |
|
Enterprise Products Partners L.P. |
3,069,800 |
|
|
103,145,280 |
|
Niska Gas Storage Partners LLC |
419,000 |
|
|
7,898,150 |
|
ONEOK Partners, L.P. |
774,400 |
|
|
46,394,304 |
|
PAA Natural Gas Storage, L.P. |
285,167 |
|
|
6,772,716 |
|
Spectra Energy Partners, LP |
493,020 |
|
|
15,283,620 |
|
TC PipeLines, LP |
1,552,100 |
|
|
59,010,842 |
|
Williams Partners L.P. |
215,400 |
|
|
8,027,958 |
|
Williams Pipeline Partners
L.P. |
669,600 |
|
|
18,722,016 |
|
|
|
|
|
469,711,574 |
|
Natural Gas Gathering/Processing —
20.6%(1) |
|
|
|
|
United States — 20.6%(1) |
|
|
|
|
|
Copano Energy, L.L.C. |
999,440 |
|
|
24,516,263 |
|
DCP Midstream Partners, LP |
1,106,100 |
|
|
33,072,390 |
|
MarkWest Energy Partners, L.P. |
1,066,900 |
|
|
31,228,163 |
|
Regency Energy Partners LP |
726,700 |
|
|
16,714,100 |
|
Targa Resources Partners LP |
1,822,225 |
|
|
41,273,396 |
|
Western Gas Partners LP |
205,075 |
|
|
4,571,122 |
|
|
|
|
|
151,375,434 |
|
Propane Distribution — 10.6%(1) |
|
|
|
|
|
United States — 10.6%(1) |
|
|
|
|
|
Inergy, L.P. |
2,135,500 |
|
|
78,009,815 |
|
Shipping — 0.6%(1) |
|
|
|
|
|
Republic of the Marshall Islands —
0.6%(1) |
|
|
|
|
|
Teekay LNG Partners L.P. |
156,200 |
|
|
4,514,180 |
|
Total Master Limited Partnerships and |
|
|
|
|
|
Related Companies (Cost
$749,712,062) |
|
|
|
1,192,376,834 |
|
Short-Term Investment — 0.0%(1) |
|
|
|
|
|
United States Investment Company —
0.0%(1) |
|
|
|
|
|
Fidelity Institutional
Government |
|
|
|
|
|
Portfolio
— Class I, 0.08%(4)
(Cost $35,574) |
35,574 |
|
|
35,574 |
|
Total Investments — 161.8%(1) |
|
|
|
|
|
(Cost
$749,747,636) |
|
|
|
1,192,412,408 |
|
Other Assets and Liabilities —
(28.8%)(1) |
|
|
|
(212,472,630 |
) |
Long-Term Debt Obligations —
(23.1%)(1) |
|
|
|
(169,975,000 |
) |
Mandatory Redeemable Preferred
Shares |
|
|
|
|
|
at Redemption Value —
(9.9%)(1) |
|
|
|
(73,000,000 |
) |
Total Net Assets Applicable
to |
|
|
|
|
|
Common Stockholders —
100.0%(1) |
|
|
$ |
736,964,778 |
|
|
|
|
|
|
|
(1) |
Calculated as a percentage of net assets
applicable to common stockholders. |
(2) |
Non-income
producing. |
(3) |
Security distributions are
paid-in-kind. |
(4) |
Rate indicated is the current yield as
of May 31, 2010. |
See accompanying Notes to Financial
Statements.
|
|
|
2010 2nd Quarter Report |
|
5 |
Statement of
Assets & Liabilities May 31, 2010 |
Assets |
|
|
|
Investments at fair value (cost
$749,747,636) |
$ |
1,192,412,408 |
|
Receivable
for investments sold |
|
253,146 |
|
Prepaid expenses and other
assets |
|
2,643,206 |
|
Total
assets |
|
1,195,308,760 |
|
Liabilities |
|
|
|
Payable to
Adviser |
|
1,960,487 |
|
Payable for investments
purchased |
|
175,899 |
|
Distribution payable to common
stockholders |
|
14,535,745 |
|
Accrued expenses and other
liabilities |
|
2,290,506 |
|
Current
tax liability |
|
125,056 |
|
Deferred tax liability |
|
176,681,289 |
|
Short-term
borrowings |
|
19,600,000 |
|
Long-term debt obligations |
|
169,975,000 |
|
Mandatory
redeemable preferred stock ($10.00 liquidation |
|
|
|
value
per share; 7,300,000 shares outstanding) |
|
73,000,000 |
|
Total
liabilities |
|
458,343,982 |
|
Net
assets applicable to common stockholders |
$ |
736,964,778 |
|
Net Assets Applicable to Common
Stockholders Consist of: |
|
Capital
stock, $0.001 par value; 26,918,015 shares issued |
|
|
|
and
outstanding (100,000,000 shares authorized) |
$ |
26,918 |
|
Additional paid-in capital |
|
451,386,666 |
|
Accumulated net investment loss, net
of income taxes |
|
(47,087,001 |
) |
Undistributed realized gain, net of
income taxes |
|
57,591,974 |
|
Net
unrealized appreciation of investments, net of income taxes |
|
275,046,221 |
|
Net
assets applicable to common stockholders |
$ |
736,964,778 |
|
Net Asset
Value per common share outstanding |
|
|
|
(net
assets applicable to common stock, |
|
|
|
divided
by common shares outstanding) |
$ |
27.38 |
|
|
|
|
|
Statement of
Operations Period
from December 1, 2009 through May 31, 2010 |
Investment Income |
|
|
|
Distributions from master limited
partnerships |
$ |
39,459,518 |
|
Less
return of capital on distributions |
|
(37,553,821 |
) |
Net distributions from master limited
partnerships |
|
1,905,697 |
|
Dividends
from money market mutual funds |
|
92 |
|
Total Investment
Income |
|
1,905,789 |
|
Operating Expenses |
|
|
|
Advisory fees |
|
5,529,729 |
|
Administrator fees |
|
250,419 |
|
Professional fees |
|
142,902 |
|
Franchise
fees |
|
117,945 |
|
Reports to stockholders |
|
82,429 |
|
Custodian
fees and expenses |
|
62,816 |
|
Directors’ fees |
|
60,135 |
|
Fund
accounting fees |
|
42,115 |
|
Registration fees |
|
20,330 |
|
Stock
transfer agent fees |
|
8,261 |
|
Other operating expenses |
|
50,555 |
|
Total Operating
Expenses |
|
6,367,636 |
|
Interest expense |
|
5,282,306 |
|
Distributions to mandatory redeemable
preferred stockholders |
|
2,129,190 |
|
Amortization of debt issuance
costs |
|
843,313 |
|
Other
leverage expenses |
|
481,684 |
|
Total Leverage
Expenses |
|
8,736,493 |
|
Total Expenses |
|
15,104,129 |
|
Net Investment Loss, before Income
Taxes |
|
(13,198,340 |
) |
Current
tax expense |
|
(177,011 |
) |
Deferred tax benefit |
|
4,231,855 |
|
Income
tax benefit, net |
|
4,054,844 |
|
Net Investment Loss |
|
(9,143,496 |
) |
Realized and Unrealized Gain on
Investments |
|
|
|
Net realized gain on investments,
before income taxes |
|
33,994,005 |
|
Deferred
tax expense |
|
(12,904,124 |
) |
Net
realized gain on investments |
|
21,089,881 |
|
Net
unrealized appreciation of investments, before income taxes |
|
91,024,695 |
|
Deferred tax expense |
|
(34,552,974 |
) |
Net
unrealized appreciation of investments |
|
56,471,721 |
|
Net Realized and Unrealized Gain on
Investments |
|
77,561,602 |
|
Distributions to Auction Preferred
Stockholders |
|
(243,068 |
) |
Net Increase in Net Assets Applicable to
Common Stockholders |
|
|
|
Resulting from
Operations |
$ |
68,175,038 |
|
|
|
|
|
See accompanying Notes to Financial
Statements.
6
|
|
Tortoise Energy
Infrastructure Corp.
|
Statement of
Changes in Net Assets |
|
Period from |
|
|
|
|
|
December 1, 2009 |
|
|
|
|
|
through |
|
Year Ended |
|
May 31, 2010 |
|
November 30, 2009 |
|
(Unaudited) |
|
|
|
|
Operations |
|
|
|
|
|
|
|
Net investment loss |
$ |
(9,143,496 |
) |
|
$ |
(4,715,122 |
) |
Net
realized gain on investments |
|
21,089,881 |
|
|
|
8,318,498 |
|
Net unrealized appreciation of
investments |
|
56,471,721 |
|
|
|
243,398,679 |
|
Distributions to auction preferred
stockholders |
|
(243,068 |
) |
|
|
(4,435,816 |
) |
Net
increase in net assets applicable to common stockholders resulting from
operations |
|
68,175,038 |
|
|
|
242,566,239 |
|
Distributions to Common
Stockholders |
|
|
|
|
|
|
|
Net investment income |
|
— |
|
|
|
— |
|
Return of
capital |
|
(29,032,561 |
) |
|
|
(51,017,299 |
) |
Total
distributions to common stockholders |
|
(29,032,561 |
) |
|
|
(51,017,299 |
) |
Capital Stock
Transactions |
|
|
|
|
|
|
|
Proceeds from shelf offerings of
2,808,900 and 391,700 common shares, respectively |
|
85,728,268 |
|
|
|
10,426,227 |
|
Underwriting discounts and offering
expenses associated with the issuance of common stock |
|
(3,594,699 |
) |
|
|
(455,249 |
) |
Issuance of 72,028 and 202,596 common
shares from reinvestment of distributions to stockholders,
respectively |
|
2,087,371 |
|
|
|
5,050,123 |
|
Net
increase in net assets applicable to common stockholders from capital
stock transactions |
|
84,220,940 |
|
|
|
15,021,101 |
|
Total increase in net assets
applicable to common stockholders |
|
123,363,417 |
|
|
|
206,570,041 |
|
Net Assets |
|
|
|
|
|
|
|
Beginning of period |
|
613,601,361 |
|
|
|
407,031,320 |
|
End of
period |
$ |
736,964,778 |
|
|
$ |
613,601,361 |
|
Accumulated net investment loss, net
of income taxes, end of period |
$ |
(47,087,001 |
) |
|
$ |
(37,943,505 |
) |
|
|
|
|
|
|
|
|
See accompanying Notes to Financial
Statements.
2010 2nd Quarter Report |
|
7 |
Statement of
Cash Flows Period
from December 1, 2009 through May 31, 2010 |
Cash Flows From Operating
Activities |
|
|
|
Distributions received from master
limited partnerships |
$ |
39,459,518 |
|
Dividend
income received |
|
122 |
|
Purchases of long-term
investments |
|
(169,856,697 |
) |
Proceeds
from sales of long-term investments |
|
63,366,890 |
|
Proceeds from sales of short-term
investments, net |
|
9,313 |
|
Interest
expense paid |
|
(4,642,281 |
) |
Distributions to mandatory redeemable
preferred stockholders |
|
(1,748,978 |
) |
Other
leverage expenses paid |
|
(82,500 |
) |
Income taxes paid |
|
(50,803 |
) |
Operating
expenses paid |
|
(6,018,878 |
) |
Net
cash used in operating activities |
|
(79,564,294 |
) |
Cash Flows From Financing
Activities |
|
|
|
Advances from revolving line of
credit |
|
130,800,000 |
|
Repayments
on revolving line of credit |
|
(121,600,000 |
) |
Issuance of common stock |
|
85,728,268 |
|
Issuance
of mandatory redeemable preferred stock |
|
73,000,000 |
|
Redemption of auction preferred
stock |
|
(70,000,000 |
) |
Issuance
of long-term debt obligations |
|
59,975,000 |
|
Redemption of long-term debt
obligations |
|
(60,000,000 |
) |
Common
stock issuance costs |
|
(3,577,782 |
) |
Debt issuance costs |
|
(2,108,637 |
) |
Distributions paid to common
stockholders |
|
(12,409,487 |
) |
Distributions paid to auction
preferred stockholders |
|
(243,068 |
) |
Net
cash provided by financing activities |
|
79,564,294 |
|
Net change in cash |
|
— |
|
Cash —
beginning of period |
|
— |
|
Cash — end of period |
$ |
— |
|
Reconciliation of net increase in net
assets applicable to |
|
|
|
common
stockholders resulting from operations to net cash |
|
used in
operating activities |
|
|
|
Net
increase in net assets applicable to common |
|
|
|
stockholders
resulting from operations |
$ |
68,175,038 |
|
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 |
|
(170,032,596 |
) |
Return
of capital on distributions received |
|
37,553,821 |
|
Proceeds
from sales of long-term investments |
|
63,620,000 |
|
Proceeds
from sales of short-term investments, net |
|
9,313 |
|
Deferred
tax expense |
|
43,225,243 |
|
Net
unrealized appreciation of investments |
|
(91,024,695 |
) |
Net
realized gain on investments |
|
(33,994,005 |
) |
Amortization
of debt issuance costs |
|
843,313 |
|
Distributions
to auction preferred stockholders |
|
243,068 |
|
Changes
in operating assets and liabilities: |
|
|
|
Increase
in receivable for investments sold |
|
(253,146 |
) |
Decrease
in prepaid expenses and other assets |
|
268,692 |
|
Increase
in payable for investments purchased |
|
175,899 |
|
Increase
in payable to Adviser |
|
417,995 |
|
Increase
in current tax liability |
|
125,056 |
|
Increase
in accrued expenses and other liabilities |
|
1,082,710 |
|
Total
adjustments |
|
(147,739,332 |
) |
Net cash
used in operating activities |
$ |
(79,564,294 |
) |
Non-Cash Financing
Activities |
|
|
|
Reinvestment of distributions by
common stockholders |
|
|
|
in
additional common shares |
$ |
2,087,371 |
|
|
|
|
|
See accompanying Notes to Financial
Statements.
8
|
|
Tortoise Energy
Infrastructure Corp.
|
|
|
Period from |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 1, 2009 |
|
Year Ended |
|
Year Ended |
|
Year Ended |
|
Year Ended |
|
Year Ended |
|
|
through |
|
November 30, |
|
November 30, |
|
November 30, |
|
November 30, |
|
November 30, |
|
|
May 31, 2010 |
|
2009 |
|
2008 |
|
2007 |
|
2006 |
|
2005 |
|
|
(Unaudited) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Per Common Share Data(1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Asset Value, beginning of
period |
|
$ |
25.53 |
|
|
$ |
17.36 |
|
|
$ |
32.96 |
|
|
$ |
31.82 |
|
|
$ |
27.12 |
|
|
$ |
26.53 |
|
Underwriting discounts and
offering costs on issuance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
of common and auction preferred
stock(2) |
|
|
— |
|
|
|
— |
|
|
|
(0.01 |
) |
|
|
(0.08 |
) |
|
|
(0.14 |
) |
|
|
(0.02 |
) |
Premiums less underwriting discounts and
offering costs |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
on issuance of common stock(3) |
|
|
0.11 |
|
|
|
0.03 |
|
|
|
0.09 |
|
|
|
0.08 |
|
|
|
— |
|
|
|
— |
|
Income (loss) from Investment
Operations: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment loss(4)(5) |
|
|
(0.35 |
) |
|
|
(0.16 |
) |
|
|
(0.29 |
) |
|
|
(0.61 |
) |
|
|
(0.32 |
) |
|
|
(0.16 |
) |
Net realized and unrealized gains
(losses) on investments and |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
interest rate swap contracts(4)(5) |
|
|
3.18 |
|
|
|
10.65 |
|
|
|
(12.76 |
) |
|
|
4.33 |
|
|
|
7.41 |
|
|
|
2.67 |
|
Total increase (decrease) from investment operations |
|
|
2.83 |
|
|
|
10.49 |
|
|
|
(13.05 |
) |
|
|
3.72 |
|
|
|
7.09 |
|
|
|
2.51 |
|
Less Distributions to Auction
Preferred Stockholders: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Return of capital |
|
|
(0.01 |
) |
|
|
(0.19 |
) |
|
|
(0.40 |
) |
|
|
(0.39 |
) |
|
|
(0.23 |
) |
|
|
(0.11 |
) |
Total distributions to auction preferred stockholders |
|
|
(0.01 |
) |
|
|
(0.19 |
) |
|
|
(0.40 |
) |
|
|
(0.39 |
) |
|
|
(0.23 |
) |
|
|
(0.11 |
) |
Less
Distributions to Common Stockholders: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Return of capital |
|
|
(1.08 |
) |
|
|
(2.16 |
) |
|
|
(2.23 |
) |
|
|
(2.19 |
) |
|
|
(2.02 |
) |
|
|
(1.79 |
) |
Total distributions to common
stockholders |
|
|
(1.08 |
) |
|
|
(2.16 |
) |
|
|
(2.23 |
) |
|
|
(2.19 |
) |
|
|
(2.02 |
) |
|
|
(1.79 |
) |
Net
Asset Value, end of period |
|
$ |
27.38 |
|
|
$ |
25.53 |
|
|
$ |
17.36 |
|
|
$ |
32.96 |
|
|
$ |
31.82 |
|
|
$ |
27.12 |
|
Per common share market value, end of
period |
|
$ |
32.84 |
|
|
$ |
29.50 |
|
|
$ |
17.11 |
|
|
$ |
32.46 |
|
|
$ |
36.13 |
|
|
$ |
28.72 |
|
Total Investment Return Based on Market
Value(6) |
|
|
15.39 |
% |
|
|
88.85 |
% |
|
|
(42.47 |
)% |
|
|
(4.43 |
)% |
|
|
34.50 |
% |
|
|
13.06 |
% |
Supplemental Data and
Ratios |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net assets applicable to common
stockholders, end of period (000’s) |
|
$ |
736,965 |
|
|
$ |
613,601 |
|
|
$ |
407,031 |
|
|
$ |
618,412 |
|
|
$ |
532,433 |
|
|
$ |
404,274 |
|
Ratio of expenses (including current and
deferred income tax (benefit) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
expense) to average net assets before
waiver(7)(8)(9) |
|
|
16.07 |
% |
|
|
34.32 |
% |
|
|
(26.73 |
)% |
|
|
11.19 |
% |
|
|
20.03 |
% |
|
|
9.10 |
% |
Ratio of expenses (including current and
deferred income tax (benefit) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
expense) to average net assets after
waiver(7)(8)(9) |
|
|
16.07 |
% |
|
|
34.29 |
% |
|
|
(26.92 |
)% |
|
|
11.00 |
% |
|
|
19.81 |
% |
|
|
8.73 |
% |
Ratio of expenses (excluding current and
deferred income tax (benefit) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
expense) to average net assets before
waiver(7)(8)(10) |
|
|
4.15 |
% |
|
|
4.34 |
% |
|
|
5.51 |
% |
|
|
4.75 |
% |
|
|
3.97 |
% |
|
|
3.15 |
% |
Ratio of expenses (excluding current and
deferred income tax (benefit) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
expense) to average net assets after
waiver(7)(8)(10) |
|
|
4.15 |
% |
|
|
4.31 |
% |
|
|
5.32 |
% |
|
|
4.56 |
% |
|
|
3.75 |
% |
|
|
2.78 |
% |
Ratio of net investment income (loss)
(excluding current and deferred |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
income tax (benefit) expense) to average
net assets before waiver(7)(8)(10) |
|
|
(3.62 |
)% |
|
|
(1.65 |
)% |
|
|
(3.05 |
)% |
|
|
(3.24 |
)% |
|
|
(2.24 |
)% |
|
|
(1.42 |
)% |
Ratio of net investment income (loss)
(excluding current and deferred |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
income tax (benefit) expense) to average
net assets after waiver(7)(8)(10) |
|
|
(3.62 |
)% |
|
|
(1.62 |
)% |
|
|
(2.86 |
)% |
|
|
(3.05 |
)% |
|
|
(2.02 |
)% |
|
|
(1.05 |
)% |
Ratio of net investment income (loss)
(including current and deferred |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
income tax (benefit) expense) to average
net assets before waiver(7)(8)(9) |
|
|
(15.54 |
)% |
|
|
(31.63 |
)% |
|
|
29.19 |
% |
|
|
(9.68 |
)% |
|
|
(18.31 |
)% |
|
|
(7.37 |
)% |
Ratio of net investment income (loss)
(including current and deferred |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
income tax (benefit) expense) to average
net assets after waiver(7)(8)(9) |
|
|
(15.54 |
)% |
|
|
(31.60 |
)% |
|
|
29.38 |
% |
|
|
(9.49 |
)% |
|
|
(18.09 |
)% |
|
|
(7.00 |
)% |
Portfolio turnover rate(7) |
|
|
10.97 |
% |
|
|
17.69 |
% |
|
|
5.81 |
% |
|
|
9.30 |
% |
|
|
2.18 |
% |
|
|
4.92 |
% |
See accompanying Notes to Financial
Statements.
2010 2nd Quarter
Report 9
Financial
Highlights (Continued) |
|
|
Period from |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 1, 2009 |
|
Year Ended |
|
Year Ended |
|
Year Ended |
|
Year Ended |
|
Year Ended |
|
|
through |
|
November 30, |
|
November 30, |
|
November 30, |
|
November 30, |
|
November 30, |
|
|
May 31, 2010 |
|
2009 |
|
2008 |
|
2007 |
|
2006 |
|
2005 |
|
|
(Unaudited) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-term borrowings, end of period
(000’s) |
|
$ |
19,600 |
|
|
$ |
10,400 |
|
|
|
— |
|
|
$ |
38,050 |
|
|
$ |
32,450 |
|
|
|
— |
|
Long-term debt
obligations, end of period (000’s) |
|
$ |
169,975 |
|
|
$ |
170,000 |
|
|
$ |
210,000 |
|
|
$ |
235,000 |
|
|
$ |
165,000 |
|
|
$ |
165,000 |
|
Preferred stock, end of period
(000’s) |
|
$ |
73,000 |
|
|
$ |
70,000 |
|
|
$ |
70,000 |
|
|
$ |
185,000 |
|
|
$ |
70,000 |
|
|
$ |
70,000 |
|
Per common
share amount of long-term debt obligations outstanding, |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
end of period |
|
$ |
6.31 |
|
|
$ |
7.07 |
|
|
$ |
8.96 |
|
|
$ |
12.53 |
|
|
$ |
9.86 |
|
|
$ |
11.07 |
|
Per common share amount of net assets,
excluding long-term debt obligations, |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
end of period |
|
$ |
33.69 |
|
|
$ |
32.60 |
|
|
$ |
26.32 |
|
|
$ |
45.49 |
|
|
$ |
41.68 |
|
|
$ |
38.19 |
|
Asset coverage,
per $1,000 of principal amount of long-term debt obligations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
and short-term borrowings(11)(12) |
|
$ |
5,273 |
|
|
$ |
4,789 |
|
|
$ |
3,509 |
|
|
$ |
3,942 |
|
|
$ |
4,051 |
|
|
$ |
3,874 |
|
Asset coverage ratio of long-term debt
obligations and |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
short-term borrowings(11)(12) |
|
|
527 |
% |
|
|
479 |
% |
|
|
351 |
% |
|
|
394 |
% |
|
|
405 |
% |
|
|
387 |
% |
Asset coverage,
per $25,000 liquidation value per share of auction |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
preferred stock(12)(13) |
|
|
— |
|
|
$ |
86,262 |
|
|
$ |
64,099 |
|
|
$ |
58,752 |
|
|
$ |
74,769 |
|
|
$ |
68,008 |
|
Asset coverage, per $10 liquidation value
per share of mandatory |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
redeemable preferred stock(13) |
|
$ |
38 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Asset coverage
ratio of preferred stock(12)(13) |
|
|
381 |
% |
|
|
345 |
% |
|
|
256 |
% |
|
|
235 |
% |
|
|
299 |
% |
|
|
272 |
% |
(1) |
Information presented relates to a share
of common stock outstanding for the entire period. |
(2) |
Represents the dilution per common share
from underwriting and other offering costs for the year ended November 30,
2008. Represents the effect of the issuance of auction preferred stock for
the year ended November 30, 2007. Represents the dilution per common share
from underwriting and other offering costs for the year ended November 30,
2006. Represents the effect of the issuance of auction preferred stock for
the year ended November 30, 2005. |
(3) |
Represents the premium on the shelf
offerings of $0.25 per share, less the underwriting and offering costs of
$0.14 per share for the period from December 1, 2009 through May 31, 2010.
Represents the premium on the shelf offerings of $0.05 per share, less the
underwriting and offering costs of $0.02 per share for the year ended
November 30, 2009. Represents the premium on the shelf offerings of $0.34
per share, less the underwriting and offering costs of $0.25 per share for
the year ended November 30, 2008. Represents the premium on the shelf
offerings of $0.21 per share, less the underwriting and offering costs of
$0.13 per share for the year ended November 30, 2007. The amount is less
than $0.01 per share, and represents the premium on the secondary offering
of $0.14 per share, less the underwriting discounts and offering costs of
$0.14 per share for the year ended November 30, 2005. |
(4) |
The per common share data for the years
ended November 30, 2009, 2008, 2007, 2006, and 2005 do not reflect the
change in estimate of investment income and return of capital, for the
respective period. See Note 2C to the financial statements for further
disclosure. |
(5) |
The per common share data for the year
ended November 30, 2008 reflects the cumulative effect of adopting ASC
740-10, which was a $1,165,009 increase to the beginning balance of
accumulated net investment loss, or $(0.06) per share. |
(6) |
Not annualized. Total investment return
is calculated assuming a purchase of common stock at the beginning of the
period and a sale at the closing price on the last day of the period
reported (excluding brokerage commissions). The calculation also assumes
reinvestment of distributions at actual prices pursuant to the Company’s
dividend reinvestment plan. |
(7) |
Annualized for periods less than one
full year. |
(8) |
The expense ratios and net investment
income (loss) ratios do not reflect the effect of distributions to auction
preferred stockholders. |
(9) |
For the period from December 1, 2009
through May 31, 2010, the Company accrued $177,011 for current income tax
expense and $43,225,243 for net deferred income tax expense. For the year
ended November 30, 2009, the Company accrued $230,529 for current income
tax benefit and $150,343,906 for net deferred income tax expense. For the
year ended November 30, 2008, the Company accrued $260,089 for current
income tax expense and $185,024,497 for deferred income tax benefit. The
Company accrued $42,516,321, $71,661,802, and $24,659,420 for the years
ended November 30, 2007, 2006, and 2005, respectively, for current and
deferred income tax expense. |
(10) |
The ratio excludes the impact of current
and deferred income taxes. |
(11) |
Represents value of total assets less
all liabilities and indebtedness not represented by long-term debt
obligations, short-term borrowings and preferred stock at the end of the
period divided by long-term debt obligations and short-term borrowings
outstanding at the end of the period. |
(12) |
As of November 30, 2008, the Company had
restricted cash in the amount of $20,400,000 to be used to redeem
long-term debt obligations with a par value of $20,000,000, which are
excluded from these asset coverage calculations. |
(13) |
Represents value of total assets less
all liabilities and indebtedness not represented by long-term debt
obligations, short-term borrowings and preferred stock at the end of the
period divided by long-term debt obligations, short-term borrowings and
preferred stock outstanding at the end of the
period. |
See accompanying Notes to Financial
Statements.
10 Tortoise Energy Infrastructure
Corp.
Notes to
Financial Statements (Unaudited) May 31,
2010 |
1. Organization
Tortoise Energy
Infrastructure Corporation (the “Company”) was organized as a Maryland
corporation on October 29, 2003, and is a non-diversified, closed-end management
investment company under the Investment Company Act of 1940, as amended (the
“1940 Act”). The Company’s investment objective is to seek a high level of total
return with an emphasis on current distributions paid to stockholders. The
Company seeks to provide its stockholders with an efficient vehicle to invest in
the energy infrastructure sector. The Company commenced operations on February
27, 2004. The Company’s stock is listed on the New York Stock Exchange under the
symbol “TYG.”
2. Significant Accounting Policies
A. Use of Estimates
The preparation of
financial statements in conformity with U.S. generally accepted accounting
principles requires management to make estimates and assumptions that affect the
reported amount of assets and liabilities, recognition of distribution income
and disclosure of contingent assets and liabilities at the date of the financial
statements. Actual results could differ from those estimates.
B. Investment Valuation
The Company primarily
owns securities that are listed on a securities exchange or over-the-counter
market. The Company values those securities at their last sale price on that
exchange or over-the-counter market on the valuation date. If the security is
listed on more than one exchange, the Company uses the price from the exchange
that it considers to be the principal exchange on which the security is traded.
Securities listed on the NASDAQ will be valued at the NASDAQ Official Closing
Price, which may not necessarily represent the last sale price. If there has
been no sale on such exchange or over-the-counter market on such day, the
security will be valued at the mean between the last bid price and last ask
price on such day.
The Company may invest
up to 30 percent of its total assets in restricted securities. Restricted
securities are subject to statutory or contractual restrictions on their public
resale, which may make it more difficult to obtain a valuation and may limit the
Company’s ability to dispose of them. Investments in private placement
securities and other securities for which market quotations are not readily
available will be valued in good faith by using fair value procedures approved
by the Board of Directors. Such fair value procedures consider factors such as
discounts to publicly traded issues, time until conversion date, securities with
similar yields, quality, type of issue, coupon, duration and rating. If events
occur that affect the value of the Company’s portfolio securities before the net
asset value has been calculated (a “significant event”), the portfolio
securities so affected will generally be priced using fair value
procedures.
An equity security of a
publicly traded company acquired in a direct placement transaction may be
subject to restrictions on resale that can affect the security’s liquidity and
fair value. Such securities that are convertible into or otherwise will become
freely tradable will be valued based on the market value of the freely tradable
security less an applicable discount. Generally, the discount will initially be
equal to the discount at which the Company purchased the securities. To the
extent that such securities are convertible or otherwise become freely tradable
within a time frame that may be reasonably determined, an amortization schedule
may be used to determine the discount.
The Company generally
values debt securities at prices based on market quotations for such securities,
except those securities purchased with 60 days or less to maturity are valued on
the basis of amortized cost, which approximates market value.
C. Security Transactions and Investment Income
Security transactions
are accounted for on the date the securities are purchased or sold (trade date).
Realized gains and losses are reported on an identified cost basis. Interest
income is recognized on the accrual basis, including amortization of premiums
and accretion of discounts. Dividend and distribution income is recorded on the
ex-dividend date. Distributions received from the Company’s investments in
master limited partnerships (“MLPs”) generally are comprised of ordinary income,
capital gains and return of capital from the MLPs. The Company allocates
distributions between investment income and return of capital based on estimates
made at the time such distributions are received. Such estimates are based on
historical information available from each MLP and other industry sources. These
estimates may subsequently be revised based on actual allocations received from
MLPs after their tax reporting periods are concluded, as the actual character of
these distributions is not known until after the fiscal year end of the
Company.
For the period from
December 1, 2008 through November 30, 2009, 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 13 percent of total distributions as investment income
and approximately 87 percent as return of capital.
Subsequent to November
30, 2009, the Company reallocated the amount of investment income and return of
capital it recognized for the period from December 1, 2008 through November 30,
2009 based on the 2009 tax reporting information received from the individual
MLPs. This reclassification amounted to a decrease in pre-tax net investment
income of approximately $2,282,000 or $0.085 per share ($1,416,000 or $0.053 per
share, net of deferred tax benefit); an increase in unrealized appreciation of
investments of approximately $2,035,000 or $0.076 per share ($1,262,000 or
$0.047 per share, net of deferred tax expense) and an increase in realized gains
of approximately $247,000 or $0.009 per share ($154,000 or $0.006 per share, net
of deferred tax expense) for the period from December 1, 2009 through May 31,
2010.
Subsequent to the period
ended February 28, 2010, the Company reallocated the amount of investment income
and return of capital recognized in the current fiscal year based on its revised
2010 estimates. This reclassification amounted to a decrease in pre-tax net
investment income of approximately $813,000 or $0.030 per share ($504,000 or
$0.019 per share, net of deferred tax benefit); an increase in unrealized
appreciation of investments of approximately $904,000 or $0.033 per share
($561,000 or $0.021 per share, net of deferred tax expense) and a decrease in
realized gains of approximately $91,000 or $0.003 per share ($57,000 or $0.002
per share, net of deferred tax benefit).
D. Distributions to Stockholders
Distributions to common
stockholders are recorded on the ex-dividend date. The Company may not declare
or pay distributions to its common stockholders if it does not meet asset
coverage ratios required under the 1940 Act or the rating agency guidelines for
its debt and preferred stock following such distribution. The character of
distributions to common stockholders made during the year may differ from their
2010 2nd Quarter
Report 11
Notes to
Financial Statements (Unaudited) |
(Continued)
ultimate
characterization for federal income tax purposes. For the year ended November
30, 2009 and the period ended May 31, 2010, the Company’s distributions to
common stockholders for book purposes were comprised of 100 percent return of
capital. For the year ended November 30, 2009, the Company’s distributions for
tax purposes were comprised of 100 percent return of capital. The tax character
of distributions paid to common stockholders in the current year will be
determined subsequent to November 30, 2010.
Distributions to auction
preferred stockholders were based on variable rates set at auctions, normally
held every 28 days unless a special rate period was designated. Distributions to
auction preferred stockholders were accrued on a daily basis for the subsequent
rate period at a rate determined on the auction date. Distributions to auction
preferred stockholders were payable on the first day following the end of the
rate period or the first day of the month if the rate period was longer than one
month. Distributions to mandatory redeemable preferred (“MRP”) stockholders are
paid on the first business day of each month and are accrued daily based on a
fixed annual rate of 6.25 percent. The Company may not declare or pay
distributions to its preferred stockholders if it does not meet a 200 percent
asset coverage ratio for its debt or the rating agency basic maintenance amount
for the debt following such distribution. The character of distributions to
preferred stockholders made during the year may differ from their ultimate
characterization for federal income tax purposes. For the year ended November
30, 2009 and the period ended May 31, 2010, the Company’s distributions to
preferred stockholders for book purposes were comprised of 100 percent return of
capital. For the year ended November 30, 2009, the Company’s distributions for
tax purposes were comprised of 100 percent return of capital. The tax character
of distributions paid to preferred stockholders for the current year will be
determined subsequent to November 30, 2010.
E. Federal Income Taxation
The Company, as a
corporation, is obligated to pay federal and state income tax on its taxable
income. Currently, the highest regular marginal federal income tax rate for a
corporation is 35 percent. The Company may be subject to a 20 percent federal
alternative minimum tax on its federal alternative minimum taxable income to the
extent that its alternative minimum tax exceeds its regular federal income
tax.
The Company invests its
assets primarily in MLPs, which generally are treated as partnerships for
federal income tax purposes. As a limited partner in the MLPs, the Company
reports its allocable share of the MLP’s taxable income in computing its own
taxable income. The Company’s tax expense or benefit is included in the
Statement of Operations based on the component of income or gains (losses) to
which such expense or benefit relates. Deferred income taxes reflect the net tax
effects of temporary differences between the carrying amounts of assets and
liabilities for financial reporting purposes and the amounts used for income tax
purposes. A valuation allowance is recognized if, based on the weight of
available evidence, it is more likely than not that some portion or all of the
deferred income tax asset will not be realized.
F. Organization Expenses, Offering and Debt
Issuance Costs
The Company was
responsible for paying all organizational expenses, which were expensed as
incurred. Offering costs related to the issuance of common and preferred stock
are charged to additional paid-in capital when the stock is issued. Offering
costs (excluding underwriter discounts and commissions) of $184,054 related to
the issuance of common stock were
recorded to additional paid-in capital during the period ended May 31, 2010.
Debt issuance costs related to long-term debt obligations and MRP Stock are
capitalized and amortized over the period the debt and MRP Stock is outstanding.
The amounts of such capitalized costs (excluding underwriter commissions) for
the Series F Notes, Series G Notes and MRP Stock issued in December 2009 were
$40,189, $40,215 and $301,837, respectively.
G. Derivative Financial
Instruments
The Company may use
derivative financial instruments (principally interest rate swap contracts) in
an attempt to manage interest rate risk. The Company has established policies
and procedures for risk assessment and the approval, reporting and monitoring of
derivative financial instrument activities. The Company does not hold or issue
derivative financial instruments for speculative purposes. All derivative
financial instruments are recorded at fair value with changes in fair value
during the reporting period, and amounts accrued under the agreements, included
as unrealized gains or losses in the accompanying Statement of Operations.
Monthly cash settlements under the terms of the derivative instruments and the
termination of such contracts are recorded as realized gains or losses in the
accompanying Statement of Operations. The Company did not hold any derivative
financial instruments during the period ended May 31, 2010.
H. Indemnifications
Under the Company’s
organizational documents, its officers and directors are indemnified against
certain liabilities arising out of the performance of their duties to the
Company. In addition, in the normal course of business, the Company may enter
into contracts that provide general indemnification to other parties. The
Company’s maximum exposure under these arrangements is unknown, as this would
involve future claims that may be made against the Company that have not yet
occurred, and may not occur. However, the Company has not had prior claims or
losses pursuant to these contracts and expects the risk of loss to be
remote.
I. Recent Accounting Pronouncement Standard on
Fair Value Measurement
On January 21, 2010, the
Financial Accounting Standards Board (FASB) issued Accounting Standards Update
No. 2010-06, Improving Disclosures about Fair Value
Measurements, which amends
FASB Accounting Standards Codification Topic 820, Fair Value Measurements and Disclosures, and requires additional disclosures regarding
fair value measurements. Specifically, the amendment requires reporting entities
to disclose (i) the input and valuation techniques used to measure fair value
for both recurring and nonrecurring fair value measurements, for Level 2 or
Level 3 positions, (ii) transfers between all levels (including Level 1 and
Level 2) on a gross basis (i.e. transfers out must be disclosed separately from
transfers in) as well as the reason(s) for the transfer, and (iii) purchases,
sales, issuances, and settlements on a gross basis in the Level 3 rollforward
rather than as one net number. The effective date of the amendment is for
interim and annual periods beginning after December 15, 2009; however, the
requirement to provide the Level 3 activity for purchases, sales, issuances, and
settlements on a gross basis will be effective for interim and annual periods
beginning after December 15, 2010. The Company has adopted the disclosures
required by this amendment, which did not have a material impact on the
financial statements.
12
Tortoise Energy
Infrastructure Corp.
NOTES TO FINANCIAL
STATEMENTS (Unaudited)
(Continued)
3. Concentration of Risk
Under normal
circumstances, the Company intends to invest at least 90 percent of its total
assets in securities of energy infrastructure companies, and to invest at least
70 percent of its total assets in equity securities of MLPs. The Company will
not invest more than 10 percent of its total assets in any single issuer as of
the time of purchase. The Company may invest up to 25 percent of its assets in
debt securities, which may include below investment grade securities. In
determining application of these policies, the term “total assets” includes
assets obtained through leverage. Companies that primarily invest in a
particular sector may experience greater volatility than companies investing in
a broad range of industry sectors. The Company may, for defensive purposes,
temporarily invest all or a significant portion of its assets in investment
grade securities, short-term debt securities and cash or cash equivalents. To
the extent the Company uses this strategy, it may not achieve its investment
objective.
4. Agreements
The Company has entered
into an Investment Advisory Agreement with Tortoise Capital Advisors, L.L.C.
(the “Adviser”). Under the terms of the agreement, the Company pays the Adviser
a fee equal to an annual rate of 0.95 percent of the Company’s average monthly
total assets (including any assets attributable to leverage and excluding any
net deferred tax asset) minus accrued liabilities (other than net deferred tax
liability, debt entered into for purposes of leverage and the aggregate
liquidation preference of outstanding preferred stock) (“Managed Assets”), in
exchange for the investment advisory services provided.
The Company has engaged
U.S. Bancorp Fund Services, LLC to serve as the Company’s administrator. The
Company pays the administrator a monthly fee computed at an annual rate of 0.04
percent of the first $1,000,000,000 of the Company’s Managed Assets, 0.01
percent on the next $500,000,000 of Managed Assets and 0.005 percent on the
balance of the Company’s Managed Assets.
Computershare Trust
Company, N.A. serves as the Company’s transfer agent, dividend paying agent, and
agent for the automatic dividend reinvestment and cash purchase
plan.
U.S. Bank, N.A. serves
as the Company’s custodian. The Company pays the custodian a monthly fee
computed at an annual rate of 0.004 percent of the Company’s portfolio assets,
plus portfolio transaction fees.
5. Income Taxes
Deferred income taxes
reflect the net tax effect of temporary differences between the carrying amount
of assets and liabilities for financial reporting and tax purposes. Components
of the Company’s deferred tax assets and liabilities as of May 31, 2010, are as
follows:
Deferred tax assets: |
|
|
|
Net operating loss
carryforwards |
|
$ |
19,241,952 |
Capital loss
carryforwards |
|
|
19,296,411 |
Alternative minimum tax credit
carryforward |
|
|
327,228 |
|
|
|
38,865,591 |
Deferred tax liabilities: |
|
|
|
Basis
reduction of investment in MLPs |
|
|
47,455,717 |
Net unrealized gains on investment
securities |
|
|
168,091,163 |
|
|
|
215,546,880 |
Total net deferred tax
liability |
|
$ |
176,681,289 |
|
|
|
|
At May 31, 2010, a
valuation allowance on deferred tax assets was not deemed necessary because the
Company believes it is more likely than not that there is an ability to realize
its deferred tax assets based on the Company’s estimates of the timing of the
reversal of deferred tax liabilities. Any adjustments to such estimates will be
made in the period such determination is made. The Company’s policy is to record
interest and penalties on uncertain tax positions as part of tax expense. As of
May 31, 2010, the Company had no uncertain tax positions and no penalties and
interest were accrued. All tax years since inception remain open to examination
by federal and state tax authorities.
Total income tax expense
differs from the amount computed by applying the federal statutory income tax
rate of 35 percent to net investment loss and realized and unrealized gains for
the period ended May 31, 2010, as follows:
Application of statutory income tax
rate |
|
$ |
39,137,125 |
State income taxes, net of federal tax benefit |
|
|
3,309,883 |
Foreign tax expense, net of federal tax
benefit |
|
|
109,818 |
Other |
|
|
845,428 |
Total income tax expense |
|
$ |
43,402,254 |
|
|
|
|
Total income taxes are
computed by applying the federal statutory rate plus a blended state income tax
rate.
For the period from
December 1, 2009 through May 31, 2010, the components of income tax expense
include current foreign tax expense (for which the federal tax benefit is
reflected in deferred tax expense) of $177,011 and deferred federal and state
income tax expense (net of federal tax benefit) of $39,854,676 and $3,370,567,
respectively.
As of November 30, 2009,
the Company had a net operating loss for federal income tax purposes of
approximately $35,688,000. The net operating loss may be carried forward for 20
years. If not utilized, this net operating loss will expire as follows:
$7,710,000, $22,275,000, $1,067,000 and $4,636,000 in the years ending November
30, 2025, 2026, 2027 and 2028, respectively. As of November 30, 2009, the
Company had a capital loss carryforward of approximately $69,200,000, which may
be carried forward for 5 years. If not utilized, this capital loss will expire
as follows: $42,900,000 and $26,300,000 in the years ending November 30, 2013
and 2014, respectively. The amount of deferred tax for these items at May 31,
2010 also includes amounts for the period from December 1, 2009 through May 31,
2010. For corporations, capital losses can only be used to offset capital gains
and cannot be used to offset ordinary income. As of November 30, 2009, an
alternative minimum tax credit of $327,228 was available, which may be credited
in the future against regular income tax. This credit may be carried forward
indefinitely.
As of May 31, 2010, the
aggregate cost of securities for federal income tax purposes was $624,732,577.
The aggregate gross unrealized appreciation for all securities in which there
was an excess of fair value over tax cost was $571,647,200, the aggregate gross
unrealized depreciation for all securities in which there was an excess of tax
cost over fair value was $3,967,369 and the net unrealized appreciation was
$567,679,831.
2010 2nd Quarter
Report 13
NOTES
TO
FINANCIAL
STATEMENTS (Unaudited)
(Continued)
6. Fair Value of Financial
Instruments
Various inputs are used
in determining the value of the Company’s investments. These inputs are
summarized in the three broad levels listed below:
Level 1 —
|
|
quoted prices in
active markets for identical investments
|
|
|
|
Level 2 —
|
|
other significant
observable inputs (including quoted prices for similar investments, market
corroborated inputs, etc.)
|
|
|
|
Level 3 —
|
|
significant
unobservable inputs (including the Company’s own assumptions in
determining the fair value of
investments)
|
The inputs or
methodology used for valuing securities are not necessarily an indication of the
risk associated with investing in those securities.
The following table
provides the fair value measurements of applicable Company assets by level
within the fair value hierarchy as of May 31, 2010. These assets are measured on
a recurring basis.
|
|
Fair Value at |
|
|
|
|
|
|
|
|
|
Description |
|
May 31, 2010 |
|
Level 1 |
|
Level 2 |
|
Level 3 |
Equity Securities: |
|
|
|
|
|
|
|
|
|
|
|
|
Master Limited Partnerships |
|
|
|
|
|
|
|
|
|
|
|
|
and Related
Companies(a) |
|
$ |
1,192,376,834 |
|
$ |
1,192,376,834 |
|
$ |
— |
|
$ |
— |
Total Equity Securities |
|
|
1,192,376,834 |
|
|
1,192,376,834 |
|
|
— |
|
|
— |
Other: |
|
|
|
|
|
|
|
|
|
|
|
|
Short-Term
Investment(b) |
|
|
35,574 |
|
|
35,574 |
|
|
— |
|
|
— |
Total Other |
|
|
35,574 |
|
|
35,574 |
|
|
— |
|
|
— |
Total |
|
$ |
1,192,412,408 |
|
$ |
1,192,412,408 |
|
$ |
— |
|
$ |
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) |
|
All other industry classifications are
identified in the Schedule of Investments. |
(b) |
|
Short-term investment is a sweep
investment for cash balances in the Company at May 31,
2010. |
The changes for all
Level 3 assets measured at fair value on a recurring basis using significant
unobservable inputs for the period ended May 31, 2010, are as
follows:
Fair value beginning balance |
$ |
5,594,789 |
|
Transfers out of Level 3 |
|
(5,594,789 |
) |
Fair value ending balance |
$ |
— |
|
|
|
|
|
The Company utilizes the
beginning of reporting period method for determining transfers into or out of
Level 3. Accordingly, this method is the basis for presenting the rollforward in
the preceding table. Under this method, the fair value of the asset at the
beginning of the period will be disclosed as a transfer into or out of Level 3,
gains or losses for an asset that transfers into Level 3 during the period will
be included in the reconciliation, and gains or losses for an asset that
transfers out of Level 3 will be excluded from the reconciliation.
For the period ended May
31, 2010, Copano Energy, L.L.C. Class D Common Units transferred out of Level 3
when they converted into registered and unrestricted common units of Copano
Energy, L.L.C.
Valuation Techniques
In general, and where
applicable, the Company uses readily available market quotations based upon the
last updated sales price from the principal market to determine fair value. This
pricing methodology applies to the Company’s Level 1 investments.
An equity security of a
publicly traded company acquired in a private placement transaction without
registration under the Securities Act of 1933, as amended (the “1933 Act”), is
subject to restrictions on resale that can affect the security’s fair value. If
such a security is convertible into publicly-traded common shares, the security
generally will be valued at the common share market price adjusted by a
percentage discount due to the restrictions. If the security has characteristics
that are dissimilar to the class of security that trades on the open market, the
security will generally be valued and categorized as Level 3 in the fair value
hierarchy.
There were no transfers
between Level 1 and Level 2 for the period from December 1, 2009 through May 31,
2010.
7. Investment Transactions
For the period from
December 1, 2009 through May 31, 2010, the Company purchased (at cost) and sold
securities (proceeds received) in the amount of $170,032,596 and $63,620,000
(excluding short-term debt securities), respectively.
8. Long-Term Debt
Obligations
The Company has
$169,975,000 aggregate principal amount of private senior notes, Series E,
Series F, and Series G, (collectively, the “Notes”) outstanding. The Notes are
unsecured obligations of the Company and, upon liquidation, dissolution or
winding up of the Company, will rank: (1) senior to all of the Company’s
outstanding preferred shares; (2) senior to all of the Company’s outstanding
common shares; (3) on parity with any unsecured creditors of the Company and any
unsecured senior securities representing indebtedness of the Company and (4)
junior to any secured creditors of the Company.
The Notes are redeemable
in certain circumstances at the option of the Company. The Notes are also
subject to a mandatory redemption if the Company fails to meet asset coverage
ratios required under the 1940 Act or the rating agency guidelines if such
failure is not waived or cured. At May 31, 2010, the Company was in compliance
with asset coverage covenants and basic maintenance covenants for its senior
notes.
On December 21, 2009,
the Company fully redeemed its Series A Notes in the amount of $60,000,000. The
weighted-average interest rate for the period from December 1, 2009 through
December 21, 2009 (date of redemption) was 6.75 percent. The unamortized balance
of commissions that were paid to the agent at the beginning of the special rate
period was expensed in the amount of $129,918 and is included in other leverage
expenses in the accompanying Statement of Operations. The unamortized balance of
allocated capital costs was expensed and resulted in a loss on early redemption
in the amount of $706,819, which is included in amortization of debt issuance
costs in the accompanying Statement of Operations.
Estimated fair values of
the Notes were calculated, for disclosure purposes, using the spread between the
AAA corporate finance debt rate and the U.S. Treasury rate with an equivalent
maturity date plus the average spread between the fixed rates of the Notes and
the AAA corporate finance debt rate. At May 31, 2010, the total spread was
applied to the equivalent U.S. Treasury rate for the series and future cash
flows were discounted to determine the estimated fair value. The following table
shows the issue date, maturity date, notional/carrying amount, estimated fair
value and fixed rate for each series of Notes outstanding at May 31,
2010.
14
Tortoise Energy Infrastructure Corp.
NOTES
TO
FINANCIAL
STATEMENTS (Unaudited)
(Continued)
|
|
|
|
|
|
Notional/ |
|
|
|
|
|
|
|
|
Issue |
|
Maturity |
|
Carrying |
|
Estimated |
|
Fixed |
Series |
|
Date |
|
Date |
|
Amount |
|
Fair Value |
|
Rate |
Series E |
|
April 10, 2008 |
|
April 10, 2015 |
|
$ |
110,000,000 |
|
$ |
119,192,463 |
|
6.11 |
% |
Series F |
|
December 21,
2009 |
|
December 21,
2012 |
|
|
29,975,000 |
|
|
31,140,078 |
|
4.50 |
% |
Series G |
|
December 21, 2009 |
|
December 21, 2016 |
|
|
30,000,000 |
|
|
31,664,594 |
|
5.85 |
% |
|
|
|
|
|
|
$ |
169,975,000 |
|
$ |
181,997,135 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9. Preferred Stock
The Company has
10,000,000 shares of preferred stock authorized. Of that amount, the Company has
7,475,000 authorized shares of Mandatory Redeemable Preferred (“MRP”) Stock and
7,300,000 shares are outstanding at May 31, 2010. The MRP Stock has a
liquidation value of $10.00 per share plus any accumulated but unpaid
distributions, whether or not declared, and is mandatorily redeemable on
December 31, 2019. The Company issued 6,500,000 and 800,000 shares of MRP Stock
on December 14, 2009 and December 21, 2009, respectively. The MRP Stock pays
cash distributions on the first business day of each month at an annual rate of
6.25 percent. The shares of MRP Stock trade on the NYSE under the symbol “TYG Pr
A.”
The MRP Stock has rights
determined by the Board of Directors. Except as otherwise indicated in the
Company’s Charter or Bylaws, or as otherwise required by law, the holders of MRP
Stock have voting rights equal to the holders of common stock (one vote per MRP
share) and will vote together with the holders of shares of common stock as a
single class except on matters affecting only the holders of preferred stock or
the holders of common stock. The 1940 Act requires that the holders of any
preferred stock (including MRP Stock), voting separately as a single class, have
the right to elect at least two directors at all times.
At May 31, 2010, the
estimated fair value of the MRP Stock is based on the closing market price of
$10.30 per share. The following table shows the mandatory redemption date,
number of shares outstanding, aggregate liquidation preference, estimated fair
value and the fixed rate as of May 31, 2010.
|
|
Mandatory |
|
|
|
Aggregate |
|
|
|
|
|
|
|
|
Redemption |
|
Shares |
|
Liquidation |
|
Estimated |
|
Fixed |
Series |
|
Date |
|
Outstanding |
|
Preference |
|
Fair Value |
|
Rate |
MRP Stock |
|
December 31, 2019 |
|
7,300,000 |
|
$ |
73,000,000 |
|
$ |
75,190,000 |
|
6.25 |
% |
The MRP Stock is
redeemable in certain circumstances at the option of the Company. Under the
Investment Company Act of 1940, the Company may not declare dividends or make
other distributions on shares of common stock or purchases of such shares if, at
the time of the declaration, distribution or purchase, asset coverage with
respect to the outstanding MRP Stock would be less than 200 percent. The MRP
Stock is also subject to a mandatory redemption if the Company fails to meet an
asset coverage ratio of at least 225 percent as determined in accordance with
the 1940 Act or a rating agency basic maintenance amount if such failure is not
waived or cured. At May 31, 2010, the Company was in compliance with asset
coverage covenants and basic maintenance covenants for its MRP
Stock.
At November 30, 2009,
the Company had 1,400 shares of Auction Preferred I Stock and 1,400 shares of
Auction Preferred II Stock outstanding with a total liquidation value of
$70,000,000. On December 21, 2009, the Company fully redeemed Auction Preferred
I Stock at liquidation value in the amount of $35,000,000 and Auction
Preferred II Stock at liquidation
value in the amount of $35,000,000. The weighted-average rate for the period
from December 1, 2009 through December 21, 2009 (date of redemptions) was 6.25
percent for the Auction Preferred I Stock and 6.25 percent for the Auction
Preferred II Stock.
10. Credit Facility
The Company has a
revolving loan commitment amount of $70,000,000 that matures on June 20, 2010.
U.S. Bank, N.A. serves as a lender and the lending syndicate agent on behalf of
other lenders participating in the credit facility. Outstanding balances on the
credit facility accrue interest at a variable annual rate equal to one-month
LIBOR plus 2.00 percent and unused portions of the credit facility accrue a
non-usage fee equal to an annual rate of 0.25 percent.
The average principal
balance and interest rate for the period during which the credit facility was
utilized during the period ended May 31, 2010 was approximately $22,800,000 and
2.25 percent, respectively. At May 31, 2010, the principal balance outstanding
was $19,600,000 at an interest rate of 2.35 percent.
Under the terms of the
credit facility, the Company must maintain asset coverage required under the
1940 Act. If the Company fails to maintain the required coverage, it may be
required to repay a portion of an outstanding balance until the coverage
requirement has been met. At May 31, 2010, the Company was in compliance with
the terms of the credit facility.
11. Common Stock
The Company has
100,000,000 shares of capital stock authorized and 26,918,015 shares outstanding
at May 31, 2010. Transactions in common stock for the period ended May 31, 2010,
were as follows:
Shares at November 30, 2009 |
|
24,037,087 |
Shares sold through shelf offerings |
|
2,808,900 |
Shares issued through reinvestment of
distributions |
|
72,028 |
Shares at May 31, 2010 |
|
26,918,015 |
|
|
|
12. Subsequent Events
The Company has
performed an evaluation of subsequent events through the date the financial
statements were issued and has determined that no additional items require
recognition or disclosure.
On June 1, 2010, the
Company paid a distribution in the amount of $0.54 per common share, for a total
of $14,535,728. Of this total, the dividend reinvestment amounted to
$1,805,476.
On June 20, 2010, the
Company entered into an amendment to its credit facility that extends the credit
facility through June 20, 2011. The terms of the amendment provide for an
unsecured revolving credit facility of $70,000,000. During the extension,
outstanding balances generally will accrue interest at a variable annual rate
equal to one-month LIBOR plus 1.25 percent and unused portions of the credit
facility will accrue a non-usage fee equal to an annual rate of 0.20
percent.
2010 2nd Quarter
Report 15
ADDITIONAL
INFORMATION (Unaudited)
Stockholder Proxy Voting
Results
The annual meeting of
stockholders was held on May 21, 2010. The matters considered at the meeting,
together with the actual vote tabulations relating to such matters are as
follows:
1. |
|
To
elect two directors of the Company, to hold office for a term of three
years and until their successors are duly elected and
qualified. |
|
|
No. of Shares |
John R. Graham |
|
|
Affirmative |
|
29,955,398 |
Withheld |
|
981,929 |
TOTAL |
|
30,937,327 |
|
|
|
|
|
No. of Shares |
H. Kevin Birzer* |
|
|
Affirmative |
|
6,167,772 |
Withheld |
|
584,897 |
TOTAL |
|
6,752,669 |
|
|
*Only preferred
stockholders are entitled to vote on this director. |
|
|
|
|
|
Conrad S.
Ciccotello continued as a director and his term expires on the date of the
2011 annual meeting of stockholders, and Charles E. Heath continued as a
director and his term expires on the date of the 2012 annual meeting of
stockholders. |
|
|
|
2. |
|
To
approve a proposal to authorize flexibility to the Company to sell its
common shares for less than net asset value, subject to certain
conditions. |
Vote of Common Stockholders |
|
No. of |
of Record (85 Stockholders
of |
|
Recordholders |
Record as of Record
Date) |
|
Voting |
Affirmative |
|
44 |
Against |
|
12 |
Abstain |
|
1 |
Broker
Non-votes |
|
0 |
TOTAL |
|
57 |
|
Vote of Stockholders |
|
No. of Shares |
Affirmative |
|
12,036,912 |
Against |
|
1,224,871 |
Abstain |
|
267,077 |
Broker
Non-votes |
|
17,408,467 |
TOTAL |
|
30,937,327 |
3. |
|
To
ratify the selection of Ernst & Young LLP as the independent
registered public accounting firm of the Company for its fiscal year
ending November 30, 2010. |
|
|
No. of Shares |
Affirmative |
|
30,132,555 |
Against |
|
394,696 |
Abstain |
|
410,076 |
TOTAL |
|
30,937,327 |
Based upon votes
required for approval, each of these matters passed.
Director and Officer
Compensation
The Company does not
compensate any of its directors who are “interested persons,” as defined in
Section 2(a)(19) of the 1940 Act, nor any of its officers. For the period ended
May 31, 2010, the aggregate compensation paid by the Company to the independent
directors was $64,500. The Company did not pay any special compensation to any
of its directors or officers.
Forward-Looking Statements
This report contains
“forward-looking statements” within the meaning of the Securities Act of 1933
and the Securities Exchange Act of 1934. By their nature, all
forward-looking statements
involve risks and uncertainties, and actual results could differ materially from
those contemplated by the forward-looking statements. Several factors that could
materially affect the Company’s actual results are the performance of the
portfolio of investments held by it, the conditions in the U.S. and
international financial, petroleum and other markets, the price at which shares
of the Company will trade in the public markets and other factors discussed in
filings with the SEC.
Proxy Voting Policies
A description of the
policies and procedures that the Company uses to determine how to vote proxies
relating to portfolio securities owned by the Company and information regarding
how the Company voted proxies relating to the portfolio of securities during the
12-month period ended June 30, 2009 are available to stockholders (i) without
charge, upon request by calling the Company at (913) 981-1020 or toll-free at
(866) 362-9331 and on the Company’s Web site at www.tortoiseadvisors.com; and
(ii) on the SEC’s Web site at www.sec.gov.
Form N-Q
The Company files its
complete schedule of portfolio holdings for the first and third quarters of each
fiscal year with the SEC on Form N-Q. The Company’s Form N-Q is available
without charge upon request by calling the Company at (866) 362-9331 or by
visiting the SEC’s Web site at www.sec.gov. In addition, you may review and copy
the Company’s Form N-Q at the SEC’s Public Reference Room in Washington D.C. You
may obtain information on the operation of the Public Reference Room by calling
(800) SEC-0330.
The Company’s Form N-Qs
are also available on the Company’s Web site at
www.tortoiseadvisors.com.
Statement of Additional
Information
The Statement of
Additional Information (“SAI”) includes additional information about the
Company’s directors and is available upon request without charge by calling the
Company at (866) 362-9331 or by visiting the SEC’s Web site at
www.sec.gov.
Certifications
The Company’s Chief
Executive Officer has submitted to the New York Stock Exchange the annual CEO
certification as required by Section 303A.12(a) of the NYSE Listed Company
Manual.
The Company has filed
with the SEC, as an exhibit to its most recently filed Form N-CSR, the
certification of its Chief Executive Officer and Chief Financial Officer
required by Section 302 of the Sarbanes-Oxley Act.
Privacy Policy
In order to conduct its
business, the Company collects and maintains certain nonpublic personal
information about its stockholders of record with respect to their transactions
in shares of the Company’s securities. This information includes the
stockholder’s address, tax identification or Social Security number, share
balances, and distribution elections. We do not collect or maintain personal
information about stockholders whose share balances of our securities are held
in “street name” by a financial institution such as a bank or
broker.
We do not disclose any
nonpublic personal information about you, the Company’s other stockholders or
the Company’s former stockholders to third parties unless necessary to process a
transaction, service an account, or as otherwise permitted by law.
To protect your personal
information internally, we restrict access to nonpublic personal information
about the Company’s stockholders to those employees who need to know that
information to provide services to our stockholders. We also maintain certain
other safeguards to protect your nonpublic personal information.
16
Tortoise Energy Infrastructure
Corp.
Office of the Company |
ADMINISTRATOR |
and of the Investment
Adviser |
U.S. Bancorp Fund Services, LLC |
Tortoise Capital Advisors, L.L.C. |
615 East Michigan St. |
11550 Ash Street, Suite 300 |
Milwaukee, Wis. 53202 |
Leawood, Kan. 66211 |
|
(913) 981-1020 |
CUSTODIAN |
(913) 981-1021 (fax) |
U.S. Bank, N.A. |
www.tortoiseadvisors.com |
1555 North Rivercenter Drive, Suite 302 |
|
Milwaukee, Wis. 53212 |
Managing Directors of |
|
Tortoise Capital Advisors,
L.L.C. |
TRANSFER, DIVIDEND
DISBURSING |
H. Kevin Birzer |
AND DIVIDEND REINVESTMENT
AND |
Zachary A. Hamel |
CASH PURCHASE PLAN
AGENT |
Kenneth P. Malvey |
Computershare Trust Company, N.A. |
Terry Matlack |
P.O. Box 43078 |
David J. Schulte |
Providence, R.I. 02940-3078 |
|
(888) 728-8784 |
Board of Directors of |
(312) 588-4990 |
Tortoise Energy Infrastructure
Corp. |
www.computershare.com |
|
|
H. Kevin Birzer,
Chairman |
LEGAL
COUNSEL |
Tortoise Capital Advisors, L.L.C. |
Husch Blackwell
Sanders LLP |
|
4801 Main St. |
Conrad S. Ciccotello |
Kansas City, Mo. 64112 |
Independent |
|
|
INVESTOR
RELATIONS |
John R. Graham |
(866) 362-9331 |
Independent |
info@tortoiseadvisors.com |
|
|
Charles E. Heath |
STOCK
SYMBOL |
Independent |
Listed NYSE Symbol: TYG |
|
|
This report is for stockholder information. This is not a
prospectus intended for use
in the purchase or sale of fund shares. Past performance
is no guarantee of future results and
your investment may be worth more or less at the time you
sell. |
|
|
|
Tortoise Capital
Advisors’ Public Investment Companies |
|
|
|
|
Total
Assets |
|
Ticker/ |
Primary
Target |
Investor |
as of
6/30/10 |
Name |
Inception
Date |
Investments |
Suitability |
($ in
millions) |
|
|
|
|
|
Tortoise Energy |
TYG |
U.S. Energy Infrastructure |
Retirement Accounts |
$1,272 |
Infrastructure Corp. |
Feb. 2004 |
|
Pension Plans |
|
|
|
|
Taxable Accounts |
|
|
|
|
|
|
|
|
|
|
|
Tortoise Energy
Capital Corp. |
TYY |
U.S. Energy Infrastructure |
Retirement Accounts |
$675 |
|
May 2005 |
|
Pension Plans |
|
|
|
|
Taxable Accounts |
|
|
|
|
|
|
|
|
|
|
|
Tortoise North American |
TYN |
U.S. Energy Infrastructure |
Retirement Accounts |
$171 |
Energy
Corp. |
Oct. 2005 |
|
Pension Plans |
|
|
|
|
Taxable Accounts |
|
|
|
|
|
|
|
|
|
|
|
Tortoise Capital
Resources Corp. |
TTO |
U.S. Energy Infrastructure |
Retirement Accounts |
$81 |
|
Dec. 2005 |
Private and Micro Cap |
Pension Plans |
(as of
5/31/10) |
|
(Feb. 2007 – IPO) |
Public Companies |
Taxable Accounts |
|
|
|
|
|
|
|
|
|
|
|
Tortoise Power and Energy |
TPZ |
U.S. Power and Energy |
Retirement Accounts |
$187 |
Infrastructure Fund, Inc. |
July 2009 |
Investment Grade Debt |
Pension Plans |
|
|
|
and Dividend-Paying |
Taxable Accounts |
|
|
|
Equity Securities |
|
|
|
|
|
|
|
Item 2. Code of
Ethics.
Not applicable for
semi-annual reports.
Item 3. Audit Committee Financial
Expert.
Not applicable for
semi-annual reports.
Item 4. Principal Accountant Fees and
Services.
Not applicable for
semi-annual reports.
Item 5. Audit Committee of Listed
Registrants.
Not applicable for
semi-annual reports.
Item 6. Schedule of
Investments.
Schedule of
Investments is included as part of the report to shareholders filed under Item
1.
Item 7. Disclosure of Proxy Voting Policies
and Procedures for Closed-End Management Investment
Companies.
Not applicable for
semi-annual reports.
Item 8. Portfolio Managers of Closed-End
Management Investment Companies.
There have been no
changes in the portfolio managers identified in response to this Item in the
Registrant’s most recent annual report on Form N-CSR.
Item 9. Purchases of Equity Securities by
Closed-End Management Investment Company and Affiliated
Purchasers.
|
|
|
|
(d) |
|
|
|
(c) |
Maximum Number
(or |
|
|
|
Total Number of |
Approximate
Dollar |
|
(a) |
|
Shares (or
Units) |
Value) of Shares
(or |
|
Total Number of |
(b) |
Purchased as Part
of |
Units) that May
Yet |
|
Shares (or
Units) |
Average Price
Paid |
Publicly
Announced |
Be Purchased
Under |
Period |
Purchased |
per Share (or
Unit) |
Plans or
Programs |
the Plans or
Programs |
Month #1 |
0 |
0 |
0 |
0 |
12/1/09-12/31/09 |
|
|
|
|
Month #2 |
0 |
0 |
0 |
0 |
1/1/10-1/31/10 |
|
|
|
|
Month #3 |
0 |
0 |
0 |
0 |
2/1/10-2/28/10 |
|
|
|
|
Month #4 |
0 |
0 |
0 |
0 |
3/1/10-3/31/10 |
|
|
|
|
Month #5 |
0 |
0 |
0 |
0 |
4/1/10-4/30/10 |
|
|
|
|
Month #6 |
0 |
0 |
0 |
0 |
5/1/10-5/31/10 |
|
|
|
|
Total |
0 |
0 |
0 |
0 |
Item 10. Submission of Matters to a Vote of
Security Holders.
None.
Item 11. Controls and
Procedures.
(a) The Registrant’s
President and Chief Executive Officer and its Chief Financial Officer have
concluded that the Registrant's disclosure controls and procedures (as defined
in Rule 30a-3(c) under the Investment Company Act of 1940 (the “1940 Act”)) are
effective as of a date within 90 days of the filing date of this report, based
on the evaluation of these controls and procedures required by Rule 30a-3(b)
under the 1940 Act and Rules 13a-15(b) or 15d-15(b) under the Securities
Exchange Act of 1934, as amended.
(b) There were no
changes in the Registrant’s internal controls over financial reporting (as
defined in Rule 30a-3(d) under the 1940 Act) that occurred during the
Registrant’s second fiscal quarter of the period covered by this report that
have materially affected, or are reasonably likely to materially affect, the
Registrant’s internal control over financial reporting.
Item 12. Exhibits.
(a)(1) Any code of ethics or amendment thereto, that is the subject of the
disclosure required by Item 2, to the extent that the Registrant intends to
satisfy Item 2 requirements through filing of an exhibit. Not applicable.
(2) Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Filed herewith.
(3) Any written solicitation to purchase securities under Rule 23c-1 under
the Act sent or given during the period covered by the report by or on behalf of
the Registrant to 10 or more persons. None.
(b) Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Furnished herewith.
SIGNATURES
Pursuant to the
requirements of the Securities Exchange Act of 1934 and the Investment Company
Act of 1940, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
(Registrant) |
|
Tortoise Energy
Infrastructure Corporation |
|
|
|
By (Signature and Title) |
|
/s/ David J.
Schulte |
|
|
David J. Schulte, President and Chief Executive
Officer |
Date July 29, 2010
Pursuant to the
requirements of the Securities Exchange Act of 1934 and the Investment Company
Act of 1940, this report has been signed below by the following persons on
behalf of the Registrant and in the capacities and on the dates
indicated.
By (Signature and Title) |
|
/s/ David J.
Schulte |
|
|
David J. Schulte, President and Chief Executive
Officer |
By (Signature and Title) |
|
/s/ Terry
Matlack |
|
|
Terry Matlack, Chief Financial
Officer |