Company at a Glance
Tortoise Energy Capital Corp.
(NYSE: TYY) is a closed-end investment company investing primarily in equity
securities of publicly-traded Master Limited Partnerships (MLPs) and their
affiliates in the energy infrastructure sector.
Investment Goals:
Yield, Growth and Quality
TYY 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 companies 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 timely debt and equity
offerings.
TYY 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), NYSE
Alternext US and NASDAQ. Buying MLP units makes an investor a limited partner in
the MLP. There are currently more than 100 MLPs in the market 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 midstream (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 TYY 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 more
than 130 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,
Equity market performance was uneven
over the summer months, with the S&P 500
®
registering gains in July but
declines for both June and August. The broad market index closed the three month
period with a paltry 0.7 percent gain and a much healthier 17.2 percent return
for the fiscal year to date ending Aug. 31, 2013. Disappointing data on
manufacturing and new home sales in July set the tone for a downbeat August that
erased much of Julys gains. Early in August, U.S. unemployment dropped to its
lowest level since December 2008, renewing speculation that the Federal Reserve
may begin to taper its quantitative easing. Additional headwinds in August
included an escalation of the crisis in Syria and economic data showing sluggish
consumer spending. Against this uneven backdrop, midstream MLPs outperformed the
broader market.
Master Limited
Partnership Sector Review
The Tortoise MLP Index
®
posted a 0.7
percent and 16.7 percent total return for the three and nine months ending Aug.
31, 2013, respectively. MLPs performance during the quarter was markedly lower
than in previous fiscal quarters. This was largely in response to concern and
uncertainty around rising interest rates, as well as the digestion of increased
equity offerings and some compression in crude oil location price differentials
that had previously been at record levels. Midstream MLPs dramatically
outperformed upstream MLPs for the quarter and by a wide margin for the fiscal
year to date, as reflected by the Tortoise Midstream MLP Indexs 19.4 percent
fiscal year-to-date return as compared to the Tortoise Upstream MLP Indexs -4.0
percent return for the same period. This outperformance was driven by midstream
MLPs solid fundamentals, strong underlying distribution growth and continued
infrastructure build-out in support of robust production out of North American
shales, as well as some market and regulatory pressures faced by certain
upstream MLPs.
The midstream sector of the energy
value chain continues to benefit from escalating volumes of oil and natural gas
production, which in turn is driving infrastructure build-out. To put this
production growth into perspective, consider that domestic crude oil production
rose 17.4 percent from July 2012 to July 2013, averaging a 25-year high of
nearly 7.5 million barrels per day.
1
By 2020, oil production may
approach 10 million barrels per day.
2
The natural gas production
numbers are equally astounding. It is estimated that U.S. natural gas
production, which effectively has eliminated U.S. dependency on foreign gas
imports, will reach nearly 74 billion cubic feet per day by the end of this
decade, an increase of 50 percent since 2005.3 We continue to project more than
$50 billion in MLP growth projects from 2013 through 2015 to support this
activity.
Capital markets are humming, with
MLPs raising approximately $32 billion in equity and $23 billion in debt fiscal
year to date through Aug. 31, 2013. This included the launch of four new
midstream MLP initial public offerings during the fiscal quarter. Fiscal year to
date, 12 MLPs have gone public, raising total proceeds of $3.2 billion. Merger
and acquisition (M&A) activity also has been vigorous, with announced MLP
transactions totaling nearly $40 billion fiscal year to date, including more
than $16 billion in the quarter. The largest announced midstream transactions in
the quarter were two sponsor dropdowns, with Spectra Energy Corporation and EQT
Corporation both announcing dropdowns of midstream assets to their respective
MLPs. Both transactions are pending.
Fund Performance
Review
The funds total assets increased
from approximately $1.02 billion on May 31, 2013 to $1.04 billion on Aug. 31,
2013, resulting primarily from market appreciation of its investments. The
funds market-based total return was -0.3 percent and 17.9 percent (both
including the reinvestment of distributions) for the three and nine months
ending Aug. 31, 2013. The funds NAV-based total return was 2.5 percent and 19.9
percent for the same periods. During the periods, the funds market total return
underperformed its NAV return, resulting in a narrowing of its market price
premium relative to its NAV.
During the fiscal quarter, the funds
asset performance was boosted by its exposure to natural gas pipeline, refined
product pipeline and gathering and processing MLPs as well as its overall
midstream focus. Refined product pipelines specifically saw a boost from a
favorable tariff escalator (PPI + 2.65 percent) and, along with natural gas
pipelines, the ongoing investment in energy infrastructure to support the
countrys emerging supply basins. Gathering and processing MLPs benefitted from
a growing fee-based profile. M&A activity also positively impacted
performance as assets migrated to MLPs from larger integrated energy companies.
On a broader basis, crude oil pipelines experienced some downward pressure
during the quarter due in part to narrowing of location price differentials.
However, this was mitigated by the funds specific holdings, which were
generally less affected.
(Unaudited)
2013 3rd Quarter
Report
1
The fund paid a distribution of
$0.425 per common share ($1.70 annualized) to stockholders on Sept. 3, 2013, an
increase of 0.6 percent quarter over quarter and 2.4 percent year over year.
This distribution represented an annualized yield of 5.3 percent based on the
funds third fiscal quarter closing price of $32.35. The distribution payout
coverage (distributable cash flow divided by distributions) for the fiscal
quarter was 112.3 percent, reflective of our emphasis on sustainability. The
fund ended the period with leverage (including bank debt, senior notes and
preferred stock) at 15.7 percent of total assets. Additional information about
the funds financial performance, distributions, and leverage is available in
the Key Financial Data and Managements Discussion sections of this
report.
Concluding
Thoughts
The unconventional oil and gas
revolution taking place in North America today is profoundly altering the energy
landscape. Prolific oil and gas production is creating opportunities for energy
companies across the energy value chain. In particular, midstream MLPs continue
to see solid distribution growth as a result of the robust infrastructure
build-out taking place. We remain enthusiastic about these opportunities and
about the future of North American energy. We look forward to serving you as
your professional investment adviser as this compelling story
continues.
Sincerely,
The Managing Directors
Tortoise Capital Advisors,
L.L.C.
The adviser to Tortoise Energy
Capital Corp.
|
|
|
P. Bradley Adams
|
H. Kevin Birzer
|
Zachary A. Hamel
|
|
|
|
|
|
|
Kenneth P. Malvey
|
Terry Matlack
|
David J.
Schulte
|
1
American Petroleum Institution,
2013
2
Citi,
2012
3
Energy Information
Administration, 2013
The Tortoise MLP Index
®
is a
float-adjusted, capitalization-weighted index of energy master limited
partnerships (MLPs). The Tortoise Midstream MLP Index, a sub-index of the
Tortoise MLP Index
®
, is comprised of all constituents included in the following
sub sectors: Crude Oil Pipelines, Gathering & Processing, Natural Gas
Pipelines and Refined Products Pipelines. The Tortoise Upstream MLP Index is
comprised of all constituents included in the Tortoise MLP Indexs Coal and Oil
& Gas Production sub sector indices. The S&P 500 Index
®
is an unmanaged
market-value-weighted index of stocks, which is widely regarded as the standard
for measuring large-cap U.S. stock market performance.
(Unaudited)
2
Tortoise Energy Capital Corp.
Key
Financial Data
(Supplemental Unaudited Information)
(dollar amounts in
thousands unless otherwise indicated)
|
The information presented below
regarding Distributable Cash Flow and Selected Financial Information is
supplemental non-GAAP financial information, which we believe is meaningful to
understanding our operating performance. The Distributable Cash Flow Ratios
include the functional equivalent of EBITDA for non-investment companies, and we
believe they are an important supplemental measure of performance and promote
comparisons from period-to-period. This information is supplemental, is not
inclusive of required financial disclosures (e.g. Total Expense Ratio), and
should be read in conjunction with our full financial statements.
|
|
2012
|
|
2013
|
|
|
|
Q3
(1)
|
|
Q4
(1)
|
|
Q1
(1)
|
|
Q2
(1)
|
|
Q3
(1)
|
|
Total Income from Investments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Distributions received from master
limited partnerships
|
|
$
|
12,285
|
|
$
|
12,457
|
|
$
|
12,664
|
|
$
|
13,128
|
|
$
|
13,410
|
|
Dividends paid in stock
|
|
|
893
|
|
|
984
|
|
|
1,020
|
|
|
852
|
|
|
719
|
|
Total
from investments
|
|
|
13,178
|
|
|
13,441
|
|
|
13,684
|
|
|
13,980
|
|
|
14,129
|
|
Operating Expenses Before Leverage Costs and Current
Taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Advisory fees, net of fees
waived
|
|
|
1,994
|
|
|
2,083
|
|
|
2,148
|
|
|
2,449
|
|
|
2,516
|
|
Other operating expenses
|
|
|
224
|
|
|
225
|
|
|
267
|
|
|
264
|
|
|
265
|
|
|
|
|
2,218
|
|
|
2,308
|
|
|
2,415
|
|
|
2,713
|
|
|
2,781
|
|
Distributable cash flow before
leverage costs and current taxes
|
|
|
10,960
|
|
|
11,133
|
|
|
11,269
|
|
|
11,267
|
|
|
11,348
|
|
Leverage
costs
(2)
|
|
|
2,011
|
|
|
1,999
|
|
|
2,009
|
|
|
1,995
|
|
|
1,784
|
|
Current income tax
expense
(3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Distributable
Cash Flow
(4)
|
|
$
|
8,949
|
|
$
|
9,134
|
|
$
|
9,260
|
|
$
|
9,272
|
|
$
|
9,564
|
|
As a percent of average total assets
(5)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total from investments
|
|
|
6.22
|
%
|
|
6.08
|
%
|
|
5.97
|
%
|
|
5.43
|
%
|
|
5.34
|
%
|
Operating expenses before leverage
costs and current taxes
|
|
|
1.05
|
%
|
|
1.04
|
%
|
|
1.05
|
%
|
|
1.05
|
%
|
|
1.05
|
%
|
Distributable cash flow before
leverage costs and current taxes
|
|
|
5.17
|
%
|
|
5.04
|
%
|
|
4.92
|
%
|
|
4.38
|
%
|
|
4.29
|
%
|
As a percent of average net assets
(5)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total from investments
|
|
|
10.23
|
%
|
|
9.97
|
%
|
|
9.87
|
%
|
|
8.82
|
%
|
|
8.71
|
%
|
Operating expenses before leverage
costs and current taxes
|
|
|
1.72
|
%
|
|
1.71
|
%
|
|
1.74
|
%
|
|
1.71
|
%
|
|
1.71
|
%
|
Leverage costs and current
taxes
|
|
|
1.56
|
%
|
|
1.48
|
%
|
|
1.45
|
%
|
|
1.26
|
%
|
|
1.10
|
%
|
Distributable cash flow
|
|
|
6.95
|
%
|
|
6.78
|
%
|
|
6.68
|
%
|
|
5.85
|
%
|
|
5.90
|
%
|
|
Selected Financial
Information
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Distributions
paid on common stock
|
|
$
|
8,161
|
|
$
|
8,275
|
|
$
|
8,354
|
|
$
|
8,446
|
|
$
|
8,515
|
|
Distributions paid on common stock per share
|
|
0.4150
|
|
|
0.4175
|
|
|
0.4200
|
|
|
0.4225
|
|
|
0.4250
|
|
Distribution
coverage percentage for period
(6)
|
|
|
109.7
|
%
|
|
110.4
|
%
|
|
110.9
|
%
|
|
109.8
|
%
|
|
112.3
|
%
|
Net realized gain, net of income taxes, for the period
|
|
|
11,088
|
|
|
38,951
|
|
|
11,821
|
|
|
18,051
|
|
|
5,662
|
|
Total assets,
end of period
|
|
872,718
|
|
889,880
|
|
979,059
|
|
1,021,518
|
|
1,040,592
|
|
Average total assets during period
(7)
|
|
842,318
|
|
889,090
|
|
928,983
|
|
1,021,365
|
|
1,050,674
|
|
Leverage
(8)
|
|
161,900
|
|
171,800
|
|
162,700
|
|
160,000
|
|
163,300
|
|
Leverage as a percent of total assets
|
|
|
18.6
|
%
|
|
19.3
|
%
|
|
16.6
|
%
|
|
15.7
|
%
|
|
15.7
|
%
|
Net unrealized
appreciation, end of period
|
|
265,407
|
|
241,412
|
|
293,189
|
|
307,140
|
|
319,764
|
|
Net assets, end of period
|
|
531,497
|
|
540,491
|
|
594,500
|
|
620,318
|
|
628,145
|
|
Average net
assets during period
(9)
|
|
512,418
|
|
542,324
|
|
562,323
|
|
628,648
|
|
643,415
|
|
Net asset value per common share
|
|
|
27.01
|
|
|
27.23
|
|
|
29.89
|
|
|
30.99
|
|
|
31.35
|
|
Market value per
share
|
|
|
27.43
|
|
|
28.57
|
|
|
32.92
|
|
|
32.88
|
|
|
32.35
|
|
Shares outstanding (actual)
|
|
19,674,462
|
|
19,846,818
|
|
19,889,616
|
|
20,017,007
|
|
20,037,096
|
|
(1)
|
Q1 is the period from
December through February. Q2 is the period from March through May. Q3 is
the period from June through August. Q4 is the period from September
through November.
|
(2)
|
Leverage costs include
interest expense, distributions to preferred stockholders and other
recurring leverage expenses.
|
(3)
|
Includes taxes paid on
net investment income and foreign taxes, if any. Taxes related to realized
gains are excluded from the calculation of Distributable Cash Flow
(DCF).
|
(4)
|
Net investment income
(loss), before income taxes on the Statement of Operations is adjusted as
follows to reconcile to DCF: increased by the return of capital on MLP
distributions, the value of paid-in-kind distributions, distributions
included in direct placement discounts, premium on redemption of MRP stock
and amortization of debt issuance costs; and decreased by current taxes
paid on net investment income.
|
(5)
|
Annualized for periods
less than one full year.
|
(6)
|
Distributable Cash Flow
divided by distributions paid.
|
(7)
|
Computed by averaging
month-end values within each period.
|
(8)
|
Leverage consists of
long-term debt obligations, preferred stock and short-term
borrowings.
|
(9)
|
Computed by averaging
daily net assets within each period.
|
2013 3rd Quarter
Report
3
Managements 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 Capital 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
Total assets increased approximately
$19 million during the 3rd quarter, primarily as a result of increased market
values of our MLP investments. Distribution increases from our MLP investments
were in-line with our expectations and asset-based expenses increased from the
previous quarter. Total leverage as a percent of total assets was unchanged and
we increased our quarterly distribution to $0.425 per share. 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 managements 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 has
adopted a policy of declaring what it believes to be sustainable distributions.
In determining distributions, our Board of Directors considers a number of
current and anticipated factors, including, among others, distributable cash
flow (DCF), realized and unrealized gains, leverage amounts and rates, current
and deferred taxes payable, and potential volatility in returns from our
investments and the overall market. While the Board considers many factors in
determining distributions to stockholders, particular emphasis is given to DCF
and distribution coverage. Distribution coverage is DCF divided by distributions
paid to stockholders and is discussed in more detail below. Over the long term,
we expect to distribute substantially all of our DCF to holders of common stock.
Our Board of Directors reviews the distribution rate quarterly and may adjust
the quarterly distribution throughout the year.
Determining DCF
DCF is distributions received from
investments, less expenses. The total distributions received from our
investments include the amount received by us as cash distributions from MLPs,
paid-in-kind distributions, and dividend and interest payments. The total
expenses include current or anticipated operating expenses, leverage costs and
current income taxes. Current income taxes include taxes paid on our net
investment income in addition to foreign taxes, if any. Taxes incurred from
realized gains on the sale of investments, expected tax benefits and deferred
taxes are not included in DCF.
The Key Financial Data table
discloses the calculation of DCF and should be read in conjunction with this
discussion. The difference between distributions received from investments in
the DCF calculation and total investment income as reported in the Statement of
Operations, is reconciled as follows: the Statement of Operations, in conformity
with U.S. generally accepted accounting principles (GAAP), recognizes
distribution income from MLPs and common stock on their ex-dates, whereas the
DCF calculation may reflect distribution income on their pay dates; GAAP
recognizes that a significant portion of the cash distributions received from
MLPs are characterized as a return of capital and therefore excluded from
investment income, whereas the DCF calculation includes the return of capital;
and, distributions received from investments in the DCF calculation include the
value of dividends paid-in-kind (additional stock or MLP units), whereas such
amounts are not included as income for GAAP purposes, and includes distributions
related to direct investments when the purchase price is reduced in lieu of
receiving cash distributions. The treatment of expenses in the DCF calculation
also differs from what is reported in the Statement of Operations. In addition
to the total operating expenses as disclosed in the Statement of Operations, the
DCF calculation reflects interest expense, other recurring leverage expenses,
distributions to preferred stockholders, as well as taxes paid on net investment
income. 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.
4
Tortoise Energy Capital Corp.
Managements Discussion
(Unaudited)
(Continued)
|
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,
many crude/refined products and natural gas liquids pipeline companies are
regulated and currently benefit from a tariff inflation escalation index of PPI
+ 2.65 percent. 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 3rd quarter 2013 were approximately $14.1 million, an
increase of 7.2 percent as compared to 3rd quarter 2012 and an increase of 1.1
percent as compared to 2nd quarter 2013. These changes reflect increases in per
share distribution rates on our MLP investments, the distributions received from
additional investments funded from equity and leverage proceeds and the impact
of various portfolio trading activity.
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 1.05 percent of average total assets for the
3rd quarter 2013, unchanged as compared to 3rd quarter 2012 and 2nd quarter
2013. Advisory fees for the 3rd quarter 2013 increased 2.7 percent from 2nd
quarter 2013 as a result of increased average managed assets for the quarter.
Yields on our MLP investments are currently below their 5-year historical
average of approximately 7 percent. All else being equal, if MLP yields decrease
and distributions remain constant or grow, MLP asset values will increase as
will our managed assets and advisory fees. Other operating expenses were
relatively unchanged as compared to 2nd quarter 2013.
Leverage costs consist of two major
components: (1) the direct interest expense on our senior 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 $1.8 million for the 3rd quarter 2013, a
decrease of approximately 10.6 percent as compared to 2nd quarter 2013. The
decrease is due to the impact of refinancing approximately $35 million of
long-term debt in June 2013 along with lower effective interest rates on our
short-term credit facility and lower utilization of the facility during the
quarter.
The weighted average annual rate of
our leverage at August 31, 2013 was 4.12 percent. This rate includes balances on
our bank credit facility which accrue interest at a variable rate equal to
one-month LIBOR plus 1.125 percent. Our weighted average rate may vary in future
periods as a result of changes in LIBOR, the utilization of our credit facility
and 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.
Distributable Cash Flow
For 3rd quarter 2013, our DCF was
approximately $9.6 million, an increase of 6.9 percent as compared to 3rd
quarter 2012 and an increase of 3.1 percent as compared to 2nd quarter 2013.
These changes are the net result of distributions and expenses as outlined
above. We declared a distribution of $8.5 million, or $0.425 per share, during
the quarter. This represents an increase of $0.01 per share as compared to 3rd
quarter 2012 and an increase of $0.0025 per share as compared to 2nd quarter
2013.
Our distribution coverage ratio was
112.3 percent for 3rd quarter 2013. Our goal is to pay what we believe to be
sustainable distributions with any increases safely covered by earned DCF. A
distribution coverage ratio of greater than 100 percent provides flexibility for
on-going management of the portfolio, changes in leverage costs, the impact of
taxes from realized gains and other expenses. An on-going distribution coverage
ratio of less than 100 percent will, over time, erode the earning power of a
portfolio and may lead to lower distributions. We expect to allocate a portion
of the projected future growth in DCF to increase distributions to stockholders
while also continuing to build critical distribution coverage to help preserve
the sustainability of distributions to stockholders for the years
ahead.
Net investment loss before income
taxes on the Statement of Operations is adjusted as follows to reconcile to DCF
for 2013 YTD and 3rd quarter 2013 (in thousands):
|
|
2013
|
|
3rd
Qtr
|
|
|
YTD
|
|
2013
|
Net Investment
Loss, before Income Taxes
|
|
$
|
(10,126
|
)
|
|
$
|
(3,734
|
)
|
Adjustments to reconcile to
DCF:
|
|
|
|
|
|
|
|
|
Dividends paid in
stock
|
|
|
2,591
|
|
|
|
719
|
|
Distributions
characterized as return of capital
|
|
|
35,452
|
|
|
|
12,522
|
|
Amortization of debt
issuance costs
|
|
|
179
|
|
|
|
57
|
|
DCF
|
|
$
|
28,096
|
|
|
$
|
9,564
|
|
Liquidity and Capital
Resources
We had total assets of $1.0 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
receivables and any expenses that may have been prepaid. During 3rd quarter
2013, total assets increased $19 million, primarily the result of an increase in
the value of our investments as reflected by the change in realized and
unrealized gains on investments (excluding return of capital on distributions)
of approximately $14.6 million and increase in leverage utilization as compared
to the prior quarter-end.
Total leverage outstanding at August 31, 2013 was
$163.3 million, an increase of $3.3 million as compared to May 31, 2013.
Outstanding leverage is comprised of $104.4 million in senior notes, $50 million
in Mandatory Redeemable Preferred (MRP) stock and $8.9 million outstanding
under the credit facility, with 91.5 percent of leverage with fixed rates and a
weighted average maturity of 4.2 years. Total leverage represented 15.7 percent
of total assets at August 31, 2013, as compared to 15.7 percent as of May 31,
2013 and 18.6 percent as of August 31, 2012. Our leverage as a percent of total
assets remains below our long-term target level of 25 percent of total assets,
allowing the opportunity to add leverage when compelling investment
2013 3rd Quarter
Report
5
Managements Discussion
(Unaudited)
(Continued)
|
opportunities arise. Temporary
increases to 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.
Our longer-term leverage (excluding
our bank credit facility) of $154.4 million on August 31, 2013 was comprised of
68 percent private placement debt and 32 percent publicly traded preferred
equity with a weighted average rate of 4.25 percent and weighted average
laddered maturity of 4.4 years.
Our MRP Stock has an optional
redemption feature allowing us to redeem all or a portion of the stock after May
1, 2013 and on or prior to May 1, 2014 at $10.10 per share. Any optional
redemption after May 1, 2014 and on or prior to May 1, 2015 will be at $10.05
per share. Any redemption after May 1, 2015 will be at the liquidation
preference amount of $10.00 per share.
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 Notes 8, 9 and 10 in the Notes to
Financial Statements. Our coverage ratios are updated each week on our Web site
at www.tortoiseadvisors.com.
Subsequent to quarter-end, we issued
$45,000,000 of privately placed debt on September 27, 2013. Tranches of debt
issued include $12,000,000 of Series M Notes which carry a fixed interest rate
of 2.75 percent and mature on September 27, 2017, $15,000,000 of Series N Notes
which carry a fixed interest rate of 3.48 percent and mature on September 27,
2019, $13,000,000 of Series O Notes which carry a fixed interest rate of 4.21
percent and mature on September 27, 2022, and $5,000,000 of Series P Notes which
carry a floating interest rate based on 3-month LIBOR plus 1.35 percent and
mature on September 27, 2018. The proceeds will be used to fund the purchase of
additional portfolio investments consistent with our investment
philosophy.
Taxation of our Distributions and
Income Taxes
We invest in partnerships that
generally have cash distributions in excess of their income for accounting and
tax purposes. 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 (E&P).
E&P is primarily comprised of the taxable income from MLPs with certain
specified adjustments as reported on annual K-1s, fund operating expenses and
net realized gains. If we have E&P, it is first allocated to the preferred
shares and then to the common shares.
In the event we have E&P
allocated to our common shares, all or a portion of our distribution will be
taxable at the Qualified Dividend Income (QDI) rate, assuming various holding
requirements are met by the stockholder. The QDI rate is variable based on the
taxpayers taxable income. 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.
E&P for 2012 exceeded total
distributions to stockholders. As a result, for tax purposes, distributions to
common stockholders for the year ended 2012 were 100 percent qualified dividend
income. This information is reported to stockholders on Form 1099-DIV and is
available on our Web site at www.tortoiseadvisors.com. For book purposes, the
source of distributions to common stockholders for the year ended 2012 was 100
percent return of capital. We currently estimate that 80 to 100 percent of 2013
distributions will be characterized as qualified dividend income for tax
purposes, with the remaining percentage, if any, characterized as return of
capital. A final determination of the characterization will be made in January
2014.
As of November 30, 2012, we had
approximately $15 million in net operating losses. To the extent we have taxable
income in the future that is not offset by net operating losses, we will owe
federal and state income taxes. Tax payments can be funded from investment
earnings, fund assets or borrowings.
The unrealized gain or loss we have
in the portfolio is reflected in the Statement of Assets and Liabilities. At
August 31, 2013, our investments are valued at $1.039 billion, with an adjusted
cost of $542 million. The $497 million difference reflects unrealized gain 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 net deferred tax liability or net deferred tax asset depending
primarily upon unrealized gains (losses) on investments, realized gains (losses)
on investments, capital loss carryforwards and net operating losses. At August
31, 2013, the balance sheet reflects a net deferred tax liability of
approximately $237.5 million or $11.85 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 taxes are disclosed in
Note 5 in our Notes to Financial Statements.
6
Tortoise Energy Capital Corp.
Schedule of Investments
August 31, 2013
|
(Unaudited)
|
|
|
Shares
|
|
Fair Value
|
Master Limited Partnerships and
|
|
|
|
|
|
|
Related
Companies 165.4%
(1)
|
|
|
|
|
|
|
|
|
Crude/Refined Products Pipelines
60.8%
(1)
|
|
|
|
|
United States 60.8%
(1)
|
|
|
|
|
|
|
Buckeye
Partners, L.P.
|
|
727,700
|
|
$
|
50,939,000
|
|
Enbridge Energy Partners,
L.P.
|
|
1,372,700
|
|
|
40,933,914
|
|
Genesis Energy,
L.P.
|
|
99,331
|
|
|
4,834,440
|
|
Holly Energy Partners,
L.P.
|
|
559,000
|
|
|
19,861,270
|
|
Magellan
Midstream Partners, L.P.
|
|
1,404,600
|
|
|
76,213,596
|
|
MPLX LP
|
|
268,481
|
|
|
9,584,772
|
|
NuStar Energy
L.P.
|
|
280,500
|
|
|
11,699,655
|
|
Oiltanking Partners,
L.P.
|
|
198,600
|
|
|
9,632,100
|
|
Phillips 66
Partners LP
|
|
164,400
|
|
|
5,058,588
|
|
Plains All American Pipeline,
L.P.
|
|
1,318,400
|
|
|
66,658,304
|
|
Rose Rock
Midstream, L.P.
|
|
75,312
|
|
|
2,460,443
|
|
Sunoco Logistics Partners
L.P.
|
|
1,087,060
|
|
|
69,832,734
|
|
Tesoro Logistics
LP
|
|
260,300
|
|
|
13,952,080
|
|
|
|
|
|
|
381,660,896
|
|
Natural Gas/Natural Gas Liquids Pipelines
78.6%
(1)
|
|
|
United States 78.6%
(1)
|
|
|
|
|
|
|
Boardwalk
Pipeline Partners, LP
|
|
1,282,700
|
|
|
38,557,962
|
|
El Paso Pipeline Partners,
L.P.
|
|
1,146,843
|
|
|
47,857,758
|
|
Energy Transfer
Equity, L.P.
|
|
277,200
|
|
|
17,832,276
|
|
Energy Transfer Partners,
L.P.
|
|
1,038,200
|
|
|
53,228,514
|
|
Enterprise
Products Partners L.P.
|
|
1,220,300
|
|
|
72,510,226
|
|
EQT Midstream Partners,
LP
|
|
239,100
|
|
|
11,450,499
|
|
Inergy
Midstream, L.P.
|
|
427,886
|
|
|
9,944,071
|
|
Kinder Morgan Energy Partners,
L.P.
|
|
340,820
|
|
|
27,797,279
|
|
Kinder Morgan
Management, LLC
(2)
|
|
553,243
|
|
|
44,170,891
|
|
ONEOK Partners, L.P.
|
|
551,000
|
|
|
27,324,090
|
|
Regency Energy
Partners LP
|
|
1,705,700
|
|
|
46,105,071
|
|
Spectra Energy Partners,
LP
|
|
904,000
|
|
|
37,678,720
|
|
TC PipeLines,
LP
|
|
402,200
|
|
|
19,434,304
|
|
Williams Partners L.P.
|
|
810,500
|
|
|
39,981,965
|
|
|
|
|
|
|
493,873,626
|
|
Natural Gas Gathering/Processing
26.0%
(1)
|
|
|
|
|
United States 26.0%
(1)
|
|
|
|
|
|
|
Access Midstream Partners,
L.P.
|
|
922,400
|
|
|
42,070,664
|
|
Crestwood
Midstream Partners LP
|
|
167,900
|
|
|
4,355,326
|
|
DCP Midstream Partners,
LP
|
|
654,200
|
|
|
31,355,806
|
|
MarkWest Energy
Partners, L.P.
|
|
368,600
|
|
|
24,618,794
|
|
Summit Midstream Partners,
LP
|
|
177,600
|
|
|
5,857,248
|
|
Targa Resources
Partners LP
|
|
465,000
|
|
|
22,719,900
|
|
Western Gas Partners
LP
|
|
548,500
|
|
|
32,438,290
|
|
|
|
|
|
|
163,416,028
|
|
Total Master Limited
Partnerships and
|
|
|
|
|
|
|
Related Companies
(Cost $541,967,123)
|
|
|
|
|
1,038,950,550
|
|
|
Short-Term Investment
0.0%
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
United States Investment Company
0.0%
(1)
|
|
|
|
|
|
|
Fidelity Institutional Money
Market Portfolio
|
|
|
|
|
|
|
Class I, 0.05%
(3)
(Cost $137,074)
|
|
137,074
|
|
|
137,074
|
|
Total Investments
165.4%
(1)
|
|
|
|
|
|
|
(Cost
$542,104,197)
|
|
|
|
|
1,039,087,624
|
|
Other Assets and Liabilities
(40.8%)
(1)
|
|
|
|
|
(256,542,366
|
)
|
Long-Term Debt Obligations
(16.6%)
(1)
|
|
|
|
|
(104,400,000
|
)
|
Mandatory Redeemable Preferred Stock
|
|
|
|
|
|
|
at Liquidation
Value (8.0%)
(1)
|
|
|
|
|
(50,000,000
|
)
|
Total Net Assets Applicable to
|
|
|
|
|
|
|
Common
Stockholders 100.0%
(1)
|
|
|
|
$
|
628,145,258
|
|
(1)
|
Calculated as a
percentage of net assets applicable to common
stockholders.
|
(2)
|
Security distributions
are paid-in-kind.
|
(3)
|
Rate indicated is the
current yield as of August 31, 2013.
|
See accompanying Notes to
Financial Statements.
2013 3rd Quarter
Report
7
Statement of Assets & Liabilities
August 31, 2013
|
(Unaudited)
|
Assets
|
|
|
|
|
|
Investments at fair value (cost
$542,104,197)
|
|
$
|
1,039,087,624
|
|
|
Receivable for
Adviser fee waiver
|
|
|
6,248
|
|
|
Current tax asset
|
|
|
208,084
|
|
|
Prepaid expenses
and other assets
|
|
|
1,289,735
|
|
|
Total
assets
|
|
|
1,040,591,691
|
|
Liabilities
|
|
|
|
|
|
Payable to Adviser
|
|
|
1,721,809
|
|
|
Distributions
payable to common stockholders
|
|
|
8,515,773
|
|
|
Accrued expenses and other
liabilities
|
|
|
1,393,164
|
|
|
Deferred tax
liability
|
|
|
237,515,687
|
|
|
Short-term borrowings
|
|
|
8,900,000
|
|
|
Long-term debt
obligations
|
|
|
104,400,000
|
|
|
Mandatory redeemable preferred
stock
|
|
|
|
|
|
($10.00 liquidation value per
share;
|
|
|
|
|
|
5,000,000 shares
outstanding)
|
|
|
50,000,000
|
|
|
Total
liabilities
|
|
|
412,446,433
|
|
|
Net
assets applicable to common stockholders
|
|
$
|
628,145,258
|
|
Net Assets Applicable to Common Stockholders
Consist of:
|
|
|
|
Capital stock, $0.001 par value;
20,037,096 shares issued
|
|
|
|
|
|
and outstanding (100,000,000
shares authorized)
|
|
$
|
20,037
|
|
|
Additional
paid-in capital
|
|
|
230,305,077
|
|
|
Accumulated net investment loss,
net of income taxes
|
|
|
(81,806,442
|
)
|
|
Undistributed
realized gain, net of income taxes
|
|
|
159,862,594
|
|
|
Net unrealized appreciation of
investments, net of income taxes
|
|
|
319,763,992
|
|
|
Net
assets applicable to common stockholders
|
|
$
|
628,145,258
|
|
|
Net Asset Value per common share
outstanding
|
|
|
|
|
|
(net assets applicable to
common stock,
|
|
|
|
|
|
divided by common shares
outstanding)
|
|
$
|
31.35
|
|
Statement
of Operations
Period from December 1, 2012 through August 31,
2013
|
(Unaudited)
|
Investment Income
|
|
|
|
|
|
Distributions from master
limited partnerships
|
|
$
|
39,201,282
|
|
|
Less return of
capital on distributions
|
|
|
(35,451,506
|
)
|
|
Net distributions from master
limited partnerships
|
|
|
3,749,776
|
|
|
Dividends from
money market mutual funds
|
|
|
251
|
|
|
Total Investment
Income
|
|
|
3,750,027
|
|
Operating Expenses
|
|
|
|
|
|
Advisory fees
|
|
|
7,141,609
|
|
|
Administrator
fees
|
|
|
294,552
|
|
|
Professional fees
|
|
|
135,421
|
|
|
Directors
fees
|
|
|
81,992
|
|
|
Stockholder communication
expenses
|
|
|
75,077
|
|
|
Fund accounting
fees
|
|
|
52,942
|
|
|
Custodian fees and
expenses
|
|
|
33,773
|
|
|
Registration
fees
|
|
|
32,618
|
|
|
Franchise fees
|
|
|
21,030
|
|
|
Stock transfer
agent fees
|
|
|
13,034
|
|
|
Other operating
expenses
|
|
|
55,687
|
|
|
Total Operating
Expenses
|
|
|
7,937,735
|
|
Leverage Expenses
|
|
|
|
|
|
Interest
expense
|
|
|
4,230,123
|
|
|
Distributions to mandatory
redeemable preferred stockholders
|
|
|
1,481,266
|
|
|
Amortization of
debt issuance costs
|
|
|
179,354
|
|
|
Other leverage
expenses
|
|
|
76,115
|
|
|
Total Leverage
Expenses
|
|
|
5,966,858
|
|
|
Total
Expenses
|
|
|
13,904,593
|
|
|
Less fees waived
by Adviser
|
|
|
(28,862
|
)
|
|
Net
Expenses
|
|
|
13,875,731
|
|
Net Investment Loss, before Income
Taxes
|
|
|
(10,125,704
|
)
|
|
Deferred tax benefit
|
|
|
3,122,390
|
|
Net Investment Loss
|
|
|
(7,003,314
|
)
|
Realized and Unrealized Gain on
Investments
|
|
|
|
|
|
Net realized
gain on investments, before income taxes
|
|
|
56,155,959
|
|
|
Current tax expense
|
|
|
(33,611
|
)
|
|
Deferred tax expense
|
|
|
(20,588,426
|
)
|
|
Income
tax expense
|
|
|
(20,622,037
|
)
|
|
Net
realized gain on investments
|
|
|
35,533,922
|
|
|
Net unrealized appreciation of
investments, before income taxes
|
|
|
123,823,038
|
|
|
Deferred tax expense
|
|
|
(45,471,278
|
)
|
|
Net
unrealized appreciation of investments
|
|
|
78,351,760
|
|
Net Realized and Unrealized Gain on
Investments
|
|
|
113,885,682
|
|
Net Increase in Net Assets Applicable to Common
Stockholders
|
|
|
|
|
|
Resulting from Operations
|
|
$
|
106,882,368
|
|
See accompanying Notes to
Financial Statements.
8
Tortoise Energy Capital Corp.
Statement of Changes in Net Assets
|
|
|
Period from
|
|
|
|
|
|
|
|
|
December 1, 2012
|
|
|
|
|
|
|
|
|
through
|
|
Year Ended
|
|
|
August 31,
2013
|
|
November 30,
2012
|
|
|
(Unaudited)
|
|
|
|
|
|
|
Operations
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment loss
|
|
|
$
|
(7,003,314
|
)
|
|
|
|
$
|
(11,362,253
|
)
|
|
Net realized gain on
investments
|
|
|
|
35,533,922
|
|
|
|
|
|
50,079,819
|
|
|
Net unrealized appreciation of
investments
|
|
|
|
78,351,760
|
|
|
|
|
|
26,987,037
|
|
|
Net
increase in net assets applicable to common
stockholders resulting
from operations
|
|
|
|
106,882,368
|
|
|
|
|
|
65,704,603
|
|
|
Distributions to Common Stockholders
|
|
|
|
|
|
|
|
|
|
|
|
|
Return of capital
|
|
|
|
(25,315,292
|
)
|
|
|
|
|
(32,577,041
|
)
|
|
Capital Stock Transactions
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from shelf offerings
of 149,429 and
189,723
common
shares, respectively
|
|
|
|
4,882,019
|
|
|
|
|
|
5,313,493
|
|
|
Underwriting discounts and
offering expenses
associated
with
the issuance of common stock
|
|
|
|
(66,128
|
)
|
|
|
|
|
(164,695
|
)
|
|
Issuance of 40,849 and 75,921
common shares from reinvestment
of
distributions
to stockholders, respectively
|
|
|
|
1,271,516
|
|
|
|
|
|
2,085,579
|
|
|
Net
increase in net assets applicable to common
stockholders from
capital stock transactions
|
|
|
|
6,087,407
|
|
|
|
|
|
7,234,377
|
|
|
Total increase in net assets
applicable to common stockholders
|
|
|
|
87,654,483
|
|
|
|
|
|
40,361,939
|
|
|
Net
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning of period
|
|
|
|
540,490,775
|
|
|
|
|
|
500,128,836
|
|
|
End of period
|
|
|
$
|
628,145,258
|
|
|
|
|
$
|
540,490,775
|
|
|
Accumulated net investment
loss, net of income taxes, end of period
|
|
|
$
|
(81,806,442
|
)
|
|
|
|
$
|
(74,803,128
|
)
|
|
See accompanying Notes to
Financial Statements.
2013 3rd Quarter
Report
9
Statement of Cash Flows
Period from December 1, 2012 through
August 31, 2013
|
(Unaudited)
|
Cash Flows From Operating Activities
|
|
|
|
|
|
Distributions
received from master limited partnerships
|
|
$
|
39,201,282
|
|
|
Dividend income received
|
|
|
253
|
|
|
Purchases of
long-term investments
|
|
|
(99,287,328
|
)
|
|
Proceeds from sales of long-term investments
|
|
|
93,091,310
|
|
|
Purchases of
short-term investments, net
|
|
|
(48,789
|
)
|
|
Interest expense paid
|
|
|
(4,437,703
|
)
|
|
Distributions to
mandatory redeemable preferred stockholders
|
|
|
(1,481,265
|
)
|
|
Other leverage expenses paid
|
|
|
(90,290
|
)
|
|
Income taxes
refunded
|
|
|
10,250
|
|
|
Operating expenses paid
|
|
|
(7,633,354
|
)
|
|
Net cash provided by operating
activities
|
|
|
19,324,366
|
|
Cash Flows From Financing Activities
|
|
|
|
|
|
Advances from
revolving line of credit
|
|
|
81,300,000
|
|
|
Repayments on revolving line of credit
|
|
|
(90,100,000
|
)
|
|
Issuance of
long-term debt obligations
|
|
|
35,000,000
|
|
|
Redemption of long-term debt obligations
|
|
|
(34,700,000
|
)
|
|
Issuance of
common stock
|
|
|
4,882,019
|
|
|
Common stock issuance costs
|
|
|
(127,806
|
)
|
|
Debt issuance
costs
|
|
|
(50,561
|
)
|
|
Distributions paid to common stockholders
|
|
|
(15,528,018
|
)
|
|
Net cash used in financing
activities
|
|
|
(19,324,366
|
)
|
|
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 provided by operating activities
|
|
|
|
|
|
Net increase in net assets applicable to common
|
|
|
|
|
|
stockholders resulting from
operations
|
|
$
|
106,882,368
|
|
|
Adjustments to reconcile net increase in net assets
|
|
|
|
|
|
applicable to common stockholders
resulting from
|
|
|
|
|
|
operations to net cash provided by
operating activities:
|
|
|
|
|
|
Purchases
of long-term investments
|
|
|
(99,287,328
|
)
|
|
Proceeds
from sales of long-term investments
|
|
|
93,091,310
|
|
|
Purchases
of short-term investments, net
|
|
|
(48,789
|
)
|
|
Return
of capital on distributions received
|
|
|
35,451,506
|
|
|
Deferred
tax expense
|
|
|
62,937,314
|
|
|
Net
unrealized appreciation of investments
|
|
|
(123,823,038
|
)
|
|
Net
realized gain on investments
|
|
|
(56,155,959
|
)
|
|
Amortization
of debt issuance costs
|
|
|
179,354
|
|
|
Changes
in operating assets and liabilities:
|
|
|
|
|
|
Decrease
in current tax asset
|
|
|
43,861
|
|
|
Increase
in prepaid expenses and other assets
|
|
|
(111,533
|
)
|
|
Increase
in payable to Adviser, net of fees waived
|
|
|
314,559
|
|
|
Decrease
in accrued expenses and other liabilities
|
|
|
(149,259
|
)
|
|
Total
adjustments
|
|
|
(87,558,002
|
)
|
|
Net cash provided by operating activities
|
|
$
|
19,324,366
|
|
Non-Cash Financing Activities
|
|
|
|
|
|
Reinvestment of distributions by common stockholders
|
|
|
|
|
|
in additional common shares
|
|
$
|
1,271,516
|
|
See accompanying Notes to
Financial Statements.
10
Tortoise Energy Capital Corp.
|
|
Period from
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 1, 2012
|
|
Year Ended
|
|
Year Ended
|
|
Year Ended
|
|
Year Ended
|
|
Year Ended
|
|
|
through
|
|
November 30,
|
|
November 30,
|
|
November 30,
|
|
November 30,
|
|
November 30,
|
|
|
August 31,
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|
2008
|
|
|
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Per Common Share Data
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Asset Value, beginning of
period
|
|
|
$
|
27.23
|
|
|
|
$
|
25.54
|
|
|
$
|
25.27
|
|
|
$
|
19.90
|
|
|
$
|
12.85
|
|
|
$
|
27.84
|
|
Income (Loss) from Investment
Operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
investment loss
(2)(3)
|
|
|
|
(0.35
|
)
|
|
|
|
(0.58
|
)
|
|
|
(0.75
|
)
|
|
|
(0.60
|
)
|
|
|
(0.20
|
)
|
|
|
(0.89
|
)
|
Net
realized and unrealized gains (losses) on investments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
and
interest rate swap contracts
(2)(3)
|
|
|
|
5.73
|
|
|
|
|
3.93
|
|
|
|
2.64
|
|
|
|
7.50
|
|
|
|
8.88
|
|
|
|
(12.05
|
)
|
Total
income (loss) from investment operations
|
|
|
|
5.38
|
|
|
|
|
3.35
|
|
|
|
1.89
|
|
|
|
6.90
|
|
|
|
8.68
|
|
|
|
(12.94
|
)
|
Distributions to Auction
Preferred Stockholders
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Return
of capital
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(0.04
|
)
|
|
|
(0.35
|
)
|
Distributions to Common
Stockholders
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Return
of capital
|
|
|
|
(1.27
|
)
|
|
|
|
(1.66
|
)
|
|
|
(1.62
|
)
|
|
|
(1.60
|
)
|
|
|
(1.60
|
)
|
|
|
(1.70
|
)
|
Capital Stock
Transactions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Premiums
less underwriting discounts and offering costs
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
on
issuance of common stock
(4)
|
|
|
|
0.01
|
|
|
|
|
(0.00
|
)
|
|
|
0.00
|
|
|
|
0.07
|
|
|
|
0.01
|
|
|
|
|
|
Net Asset Value, end of
period
|
|
|
$
|
31.35
|
|
|
|
$
|
27.23
|
|
|
$
|
25.54
|
|
|
$
|
25.27
|
|
|
$
|
19.90
|
|
|
$
|
12.85
|
|
Per common share market value,
end of period
|
|
|
$
|
32.35
|
|
|
|
$
|
28.57
|
|
|
$
|
26.21
|
|
|
$
|
27.06
|
|
|
$
|
22.38
|
|
|
$
|
11.11
|
|
Total Investment Return Based
on Market Value
(5)
|
|
|
|
17.89
|
%
|
|
|
|
15.92
|
%
|
|
|
3.10
|
%
|
|
|
29.31
|
%
|
|
|
120.32
|
%
|
|
|
(52.44
|
)%
|
|
Supplemental Data and Ratios
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net assets applicable to common
stockholders,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
end
of period (000s)
|
|
|
$
|
628,145
|
|
|
|
$
|
540,491
|
|
|
$
|
500,129
|
|
|
$
|
488,835
|
|
|
$
|
356,015
|
|
|
$
|
224,483
|
|
Average net assets
(000s)
|
|
|
$
|
611,821
|
|
|
|
$
|
527,912
|
|
|
$
|
495,831
|
|
|
$
|
435,781
|
|
|
$
|
289,712
|
|
|
$
|
402,149
|
|
Ratio of Expenses to Average
Net Assets
(6)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Advisory
fees
|
|
|
|
1.56
|
%
|
|
|
|
1.54
|
%
|
|
|
1.51
|
%
|
|
|
1.46
|
%
|
|
|
1.51
|
%
|
|
|
1.84
|
%
|
Other
operating expenses
|
|
|
|
0.17
|
|
|
|
|
0.18
|
|
|
|
0.22
|
|
|
|
0.26
|
|
|
|
0.38
|
|
|
|
0.30
|
|
Fee
waiver
(7)
|
|
|
|
(0.01
|
)
|
|
|
|
(0.00
|
)
|
|
|
(0.00
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
Subtotal
|
|
|
|
1.72
|
|
|
|
|
1.72
|
|
|
|
1.73
|
|
|
|
1.72
|
|
|
|
1.89
|
|
|
|
2.14
|
|
Leverage
expenses
(8)
|
|
|
|
1.30
|
|
|
|
|
1.93
|
|
|
|
2.20
|
|
|
|
2.23
|
|
|
|
2.02
|
|
|
|
4.37
|
|
Income
tax expense (benefit)
(9)
|
|
|
|
13.71
|
|
|
|
|
7.63
|
|
|
|
4.74
|
|
|
|
17.59
|
|
|
|
22.42
|
|
|
|
(28.32
|
)
|
Total
expenses
|
|
|
|
16.73
|
%
|
|
|
|
11.28
|
%
|
|
|
8.67
|
%
|
|
|
21.54
|
%
|
|
|
26.33
|
%
|
|
|
(21.81
|
)%
|
See accompanying Notes to
Financial Statements.
2013 3rd Quarter
Report
11
Financial Highlights
(Continued)
|
|
|
|
Period from
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 1, 2012
|
|
Year Ended
|
|
Year Ended
|
|
Year Ended
|
|
Year Ended
|
|
Year Ended
|
|
|
|
through
|
|
November 30,
|
|
November 30,
|
|
November 30,
|
|
November 30,
|
|
November 30,
|
|
|
|
August 31,
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|
2008
|
|
|
|
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratio of net
investment loss to average net assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
before fee
waiver
(6)(8)
|
|
|
|
(1.53
|
)%
|
|
|
|
(2.15
|
)%
|
|
|
(2.93
|
)%
|
|
|
(2.65
|
)%
|
|
|
(1.53
|
)%
|
|
|
(3.67
|
)%
|
|
Ratio of net investment loss to
average net assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
after fee
waiver
(6)(8)
|
|
|
|
(1.52
|
)%
|
|
|
|
(2.15
|
)%
|
|
|
(2.92
|
)%
|
|
|
(2.65
|
)%
|
|
|
(1.53
|
)%
|
|
|
(3.67
|
)%
|
|
Portfolio
turnover rate
|
|
|
|
9.33
|
%
|
|
|
|
17.90
|
%
|
|
|
19.37
|
%
|
|
|
12.92
|
%
|
|
|
14.86
|
%
|
|
|
6.44
|
%
|
|
Short-term borrowings, end of
period (000s)
|
|
|
$
|
8,900
|
|
|
|
$
|
17,700
|
|
|
$
|
12,900
|
|
|
$
|
7,400
|
|
|
$
|
14,600
|
|
|
|
|
|
|
Long-term debt
obligations, end of period (000s)
|
|
|
$
|
104,400
|
|
|
|
$
|
104,100
|
|
|
$
|
104,100
|
|
|
$
|
90,000
|
|
|
$
|
90,000
|
|
|
$
|
90,000
|
|
|
Preferred stock, end of period
(000s)
|
|
|
$
|
50,000
|
|
|
|
$
|
50,000
|
|
|
$
|
50,000
|
|
|
$
|
65,000
|
|
|
$
|
60,000
|
|
|
$
|
95,000
|
|
|
Per common share
amount of long-term debt obligations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
outstanding, end of
period
|
|
|
$
|
5.21
|
|
|
|
$
|
5.25
|
|
|
$
|
5.32
|
|
|
$
|
4.65
|
|
|
$
|
5.03
|
|
|
$
|
5.15
|
|
|
Per common share amount of net
assets, excluding
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
long-term debt
obligations, end of period
|
|
|
$
|
36.56
|
|
|
|
$
|
32.48
|
|
|
$
|
30.86
|
|
|
$
|
29.92
|
|
|
$
|
24.93
|
|
|
$
|
18.00
|
|
|
Asset coverage,
per $1,000 of principal amount of
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
long-term debt
obligations and short-term borrowings
(10)
|
|
|
$
|
6,985
|
|
|
|
$
|
5,848
|
|
|
$
|
5,702
|
|
|
$
|
6,686
|
|
|
$
|
4,977
|
|
|
$
|
4,550
|
|
|
Asset coverage ratio of
long-term debt obligations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
and short-term
borrowings
(10)
|
|
|
|
699
|
%
|
|
|
|
585
|
%
|
|
|
570
|
%
|
|
|
669
|
%
|
|
|
498
|
%
|
|
|
455
|
%
|
|
Asset coverage,
per $25,000 liquidation value per share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
of auction preferred
stock
(11)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
55,336
|
|
|
Asset coverage, per $10
liquidation value per share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
of
mandatory redeemable preferred stock
(11)
|
|
|
$
|
48
|
|
|
|
$
|
41
|
|
|
$
|
40
|
|
|
$
|
40
|
|
|
$
|
32
|
|
|
|
|
|
|
Asset coverage
ratio of preferred stock
(11)
|
|
|
|
485
|
%
|
|
|
|
415
|
%
|
|
|
399
|
%
|
|
|
401
|
%
|
|
|
316
|
%
|
|
|
221
|
%
|
(1)
|
Information
presented relates to a share of common stock outstanding for the entire
period.
|
(2)
|
The per common
share data for the years ended November 30, 2012, 2011, 2010, 2009, and
2008 do not reflect the change in estimate of investment income and return
of capital, for the respective year. See Note 2C to the financial
statements for further disclosure.
|
(3)
|
The per common
share data for the year ended November 30, 2008 reflects the cumulative
effect of adopting ASC 740-10, which was a $776,852 increase to the
beginning balance of accumulated net investment loss, or $(0.04) per
share.
|
(4)
|
Represents the
premiums on the shelf offerings of $0.01 per share, less the underwriter
discount and offering costs of less than $0.01 per share for the period
from December 1, 2012 through August 31, 2013. Represents the premiums on
the shelf offering of less than $0.01 per share, less the underwriter
discount and offering costs of less than $0.01 per share for the year
ended November 30, 2012. Represents the premiums on the shelf offerings of
less than $0.01 per share, less the underwriter discount and offering
costs of less than $0.01 per share for the year ended November 30, 2011.
Represents the premiums on the shelf offerings of $0.10 per share, less
the underwriting discount and offering costs of $0.03 per share for the
year ended November 30, 2010. Represents the premiums on the shelf
offerings of $0.02 per share, less the underwriting discount and offering
costs of $0.01 per share for the year ended November 30, 2009. Amount is
less than $0.01 for the years ended November 30, 2012 and
2011.
|
(5)
|
Not annualized for
periods less than one full year. 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 Companys
dividend reinvestment plan.
|
(6)
|
Annualized for
periods less than one full year.
|
(7)
|
Less than 0.01% for
the years ended November 30, 2012 and 2011.
|
(8)
|
The expense ratios
and net investment loss ratios do not reflect the effect of distributions
to auction preferred stockholders.
|
(9)
|
For the period from
December 1, 2012 through August 31, 2013, the Company accrued $33,611 for
net current income tax expense and $62,937,314 for net deferred income tax
expense. For the year ended November 30, 2012, the Company accrued
$156,831 for net current income tax expense and $40,105,889 for net
deferred income tax expense. For the year ended November 30, 2011, the
Company accrued $490,272 for current income tax expense and $23,004,007
for net deferred income tax expense. For the year ended November 30, 2010,
the Company accrued $409,606 for net current income tax expense and
$76,240,282 for net deferred income tax expense. For the year ended
November 30, 2009, the Company accrued $302,906 for net current income tax
benefit and $65,242,595 for net deferred income tax expense. For the year
ended November 30, 2008, the Company accrued $427,891 for net current
income tax expense and $114,309,765 for net deferred income tax
benefit.
|
(10)
|
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.
|
(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 the sum of long-term debt obligations,
short-term borrowings and preferred stock outstanding at the end of the
period.
|
See accompanying Notes to
Financial Statements.
12
Tortoise Energy Capital Corp.
Notes
to Financial Statements
(Unaudited)
August 31, 2013
|
1. Organization
Tortoise Energy Capital Corporation
(the Company) was organized as a Maryland corporation on March 4, 2005, and is
a non-diversified, closed-end management investment company under the Investment
Company Act of 1940, as amended (the 1940 Act). The Companys investment
objective is to seek a high level of total return with an emphasis on current
distributions to stockholders. The Company seeks to provide its stockholders
with an efficient vehicle to invest in the energy infrastructure sector. The
Company received the proceeds of its initial public offering and commenced
operations on May 31, 2005. The Companys stock is listed on the New York Stock
Exchange under the symbol TYY.
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 50
percent of its total assets in restricted securities. Restricted securities are
subject to statutory or contractual restrictions on their public resale, which
may make it more difficult to obtain a valuation and may limit the Companys
ability to dispose of them. Investments in restricted 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 Companys 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. The Company did not hold any
restricted securities at August 31, 2013.
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 securitys liquidity and fair value.
Such securities that are convertible 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 Companys investments in
master limited partnerships (MLPs) generally are comprised of ordinary income
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 information provided by
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, 2011
through November 30, 2012, 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 6 percent of total distributions as investment income and
approximately 94 percent as return of capital.
Subsequent to November 30, 2012, the
Company reallocated the amount of investment income and return of capital it
recognized for the period from December 1, 2011 through November 30, 2012 based
on the 2012 tax reporting information received from the individual MLPs. This
reclassification amounted to an increase in pre-tax net investment income of
approximately $1,179,000 or $0.059 per share ($745,000 or $0.037 per share, net
of deferred tax expense), a decrease in unrealized appreciation of investments
of approximately $637,000 or $0.032 per share ($402,000 or $0.020 per share, net
of deferred tax benefit), and a decrease in realized gains of approximately
$542,000 or $0.027 per share ($343,000 or $0.017 per share, net of deferred tax
benefit) for the period from December 1, 2012 through August 31,
2013.
2013 3rd Quarter
Report
13
Notes
to Financial Statements
(Unaudited)
(Continued)
|
Subsequent to the period ended
February 28, 2013, the Company reallocated the amount of investment income and
return of capital it recognized in the current fiscal year based on its revised
2013 estimates, after considering the final allocations for 2012. This
reclassification amounted to a decrease in pre-tax net investment income of
approximately $55,000 or $0.003 per share ($35,000 or $0.002 per share, net of
deferred tax benefit), an increase in unrealized appreciation of investments of
approximately $141,000 or $0.007 per share ($89,000 or $0.005 per share, net of
deferred tax expense), and a decrease in realized gains of approximately $86,000
or $0.004 per share ($54,000 or $0.003 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 ultimate
characterization for federal income tax purposes. For book purposes, the source
of the Companys distributions to common stockholders for the year ended
November 30, 2012 and the period ended August 31, 2013 was 100 percent return of
capital. For tax purposes, the Companys distributions to common stockholders
for the year ended November 30, 2012 were 100 percent qualified dividend income.
The tax character of distributions paid to common stockholders in the current
year will be determined subsequent to November 30, 2013.
Distributions to mandatory redeemable
preferred (MRP) stockholders are accrued daily based on a fixed annual rate
and are paid on the first business day of each month. 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 MRP stockholders made during the year may differ from their
ultimate characterization for federal income tax purposes. For book purposes,
the source of the Companys distributions to MRP stockholders for the year ended
November 30, 2012 and the period ended August 31, 2013 was 100 percent return of
capital. For tax purposes, the Companys distributions to MRP stockholders for
the year ended November 30, 2012 were 100 percent qualified dividend income. The
tax character of distributions paid to MRP stockholders in the current year will
be determined subsequent to November 30, 2013.
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 (AMT) on its federal alternative minimum taxable income to the extent that
its AMT 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 MLPs taxable income in computing its own taxable income.
The Companys tax expense or benefit is included in the Statement of Operations
based on the component of income or gains (losses) to which such expense or
benefit relates. Deferred income taxes reflect the net tax effects of temporary
differences between the carrying amounts of assets and liabilities for financial
reporting purposes and the amounts used for income tax purposes. A valuation
allowance is recognized if, based on the weight of available evidence, it is
more likely than not that some portion or all of the deferred income tax asset
will not be realized.
F. Offering and Debt Issuance
Costs
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 $17,309 related to the issuance of common stock were recorded to
additional paid-in capital during the period ended August 31, 2013. 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.
Capitalized costs (excluding underwriter commissions) were reflected during the
period ended August 31, 2013 for the Series J Notes ($18,057), Series K Notes
($18,057), and Series L Notes ($14,447).
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. The
fair value of derivative financial instruments in a loss position are offset
against the fair value of derivative financial instruments in a gain position,
with the net fair value appropriately reflected as an asset or liability within
the accompanying Statement of Assets & Liabilities. Cash settlements under
the terms of the derivative instruments and 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 August 31, 2013.
H. Indemnifications
Under the Companys organizational
documents, its officers and directors are indemnified against certain
liabilities arising out of the performance of their duties to the Company. In
addition, in the normal course of business, the Company may enter into contracts
that provide general indemnifications to
14
Tortoise Energy Capital Corp.
Notes
to Financial Statements
(Unaudited)
(Continued)
|
other parties. The Companys maximum
exposure under these arrangements is unknown, as this would involve future
claims that may be made against the Company that have not yet occurred, and may
not occur. However, the Company has not had prior claims or losses pursuant to
these contracts and expects the risk of loss to be remote.
I. Recent Accounting
Pronouncements
In December 2011, the Financial
Accounting Standards Board issued ASU 2011-11 Balance Sheet (Topic 210)
Disclosures about Offsetting Assets and Liabilities. ASU 2011-11 requires new
disclosures for recognized financial instruments and derivative instruments that
are either offset on the balance sheet in accordance with the offsetting
guidance in ASC 210-20-45 or ASC 815-10-45 or are subject to an enforceable
master netting arrangement or similar arrangement. ASU 2011-11 is effective for
periods beginning on or after January 1, 2013 and must be applied
retrospectively.
In January 2013, the Financial
Accounting Standards Board issued Accounting Standards Update No. 2013-01
Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities
(ASU 2013-01) which amended Accounting Standards Codification Subtopic 210-20,
Balance Sheet Offsetting. ASU 2013-01 clarified the scope of ASU No. 2011-11
Disclosures about Offsetting Assets and Liabilities (ASU 2011-11).
ASU 2013-01 clarifies the scope of ASU
2011-11 as applying to derivatives accounted for in accordance with Topic 815,
Derivatives and Hedging, including bifurcated embedded derivatives, repurchase
agreements and reverse repurchase agreements, and securities borrowing and
securities lending transactions that are offset either in accordance with other
requirements of U.S. GAAP or subject to an enforceable master netting
arrangement or similar agreement. The guidance in ASU 2013-01 and ASU 2011-11 is
effective for interim and annual periods beginning on or after January 1, 2013.
The Company has adopted these amendments, which did not have an impact on the
financial statements.
3. Concentration Risk
Under normal circumstances, the
Company will have at least 80 percent of its net assets, plus any borrowings for
investment purposes, invested in equity securities of entities in the energy
sector and at least 80 percent of its total assets in equity securities of MLPs
and their affiliates in the energy infrastructure sector. The Company will not
invest more than 15 percent of its total assets in any single issuer as of the
time of purchase. The Company may invest up to 50 percent of its total assets in
restricted securities, all of which may be illiquid securities. The Company may
invest up to 20 percent of its total assets in debt securities, including
securities rated below investment grade. 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 Companys 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 Adviser has
contractually agreed to waive all fees due under the Investment Advisory
Agreement related to the net proceeds received from the issuance of additional
common stock under the at-the-market equity program for a six month period
following the date of issuance.
U.S. Bancorp Fund Services, LLC
serves as the Companys 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 Companys Managed Assets, 0.01 percent on the next
$500,000,000 of Managed Assets and 0.005 percent on the balance of the Companys
Managed Assets.
Computershare Trust Company, N.A.
serves as the Companys transfer agent and registrar and Computershare Inc.
serves as the Companys dividend paying agent and agent for the automatic
dividend reinvestment plan.
U.S. Bank, N.A. serves as the
Companys custodian. The Company pays the custodian a monthly fee computed at an
annual rate of 0.004 percent of the Companys 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
Companys deferred tax assets and liabilities as of August 31, 2013, are as
follows:
Deferred tax
assets:
|
|
|
|
Net operating loss
carryforwards
|
|
$
|
1,940,866
|
AMT credit
|
|
|
657,044
|
Organization costs
|
|
|
10,126
|
|
|
|
2,608,036
|
Deferred tax
liabilities:
|
|
|
|
Basis reduction of investment
in MLPs
|
|
|
57,233,822
|
Net unrealized gains on
investment securities
|
|
|
182,889,901
|
|
|
|
240,123,723
|
Total net deferred tax
liability
|
|
$
|
237,515,687
|
At August 31, 2013, 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 through future taxable income. Any adjustments to the
Companys estimates of future taxable
2013 3rd Quarter
Report
15
Notes
to Financial Statements
(Unaudited)
(Continued)
|
income will be made in the period
such determination is made. The Company recognizes the tax benefits of uncertain
tax positions only when the position is more likely than not to be sustained
upon examination by the tax authorities based on the technical merits of the tax
position. The Companys policy is to record interest and penalties on uncertain
tax positions as part of tax expense. As of August 31, 2013, 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 net realized and unrealized gains on
investments for the period ended August 31, 2013, as follows:
Application of
statutory income tax rate
|
|
$
|
59,448,653
|
|
State income taxes, net of
federal tax benefit
|
|
|
3,057,360
|
|
Change in
deferred tax liability due to change in
|
|
|
|
|
overall tax rate
|
|
|
153,774
|
|
Nondeductible payments on
preferred stock
|
|
|
597,304
|
|
Dividends
received deduction
|
|
|
(286,166
|
)
|
Total income tax
expense
|
|
$
|
62,970,925
|
|
Total income taxes are computed by
applying the federal statutory rate plus a blended state income tax rate. During
the period, the Company re-evaluated its blended state income tax rate,
increasing the overall rate from 36.78 percent to 36.80 percent due to
anticipated state apportionment of income and gains.
For the period from December 1, 2012
through August 31, 2013, the components of income tax expense include the
following:
Current tax
expense (benefit)
|
|
|
|
|
AMT
|
|
$
|
(30,943
|
)
|
State
|
|
|
64,554
|
|
Total current tax
expense
|
|
|
33,611
|
|
Deferred tax
expense
|
|
|
|
|
Federal
|
|
|
59,858,859
|
|
State (net of federal tax
benefit)
|
|
|
3,078,455
|
|
Total deferred tax
expense
|
|
|
62,937,314
|
|
Total income tax
expense
|
|
$
|
62,970,925
|
|
As of November 30, 2012, the Company
had a net operating loss for federal income tax purposes of approximately
$15,454,000. The net operating loss may be carried forward for 20 years. If not
utilized, this net operating loss will expire as follows: $4,322,000, $31,000,
$10,079,000, $958,000, $30,000 and $34,000 in the years ending November 30, 2027
through November 30, 2032. The amount of deferred tax asset for net operating
losses at August 31, 2013 includes amounts for the period from December 1, 2012
through August 31, 2013. As of November 30, 2012, the Company utilized its
capital loss carryforward of approximately $23,000,000. As of November 30, 2012,
an AMT credit of $657,044 was available, which may be credited in the future
against regular income tax. This credit may be carried forward indefinitely.
As of August 31, 2013, the aggregate
cost of securities for federal income tax purposes was $386,577,509. The
aggregate gross unrealized appreciation for all securities in which there was an
excess of fair value over tax cost was $652,761,967, the aggregate gross
unrealized depreciation for all securities in which there was an excess of tax
cost over fair value was $251,852 and the net unrealized appreciation was
$652,510,115.
6. Fair Value of Financial
Instruments
Various inputs are used in
determining the fair value of the Companys financial instruments. These inputs
are summarized in the three broad levels listed below:
|
Level 1
|
quoted prices in
active markets for identical investments
|
|
|
|
|
Level 2
|
other
significant observable inputs (including quoted prices for similar
investments, market corroborated inputs, etc.)
|
|
|
|
|
Level 3
|
significant
unobservable inputs (including the Companys 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 August 31, 2013. These assets are measured on a recurring
basis.
|
|
Fair Value at
|
|
|
|
|
|
|
|
|
|
Description
|
|
August 31,
2013
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity Securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Master Limited
Partnerships
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
and Related
Companies
(a)
|
|
|
$
|
1,038,950,550
|
|
|
$
|
1,038,950,550
|
|
$
|
|
|
$
|
|
Other Securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-Term
Investment
(b)
|
|
|
|
137,074
|
|
|
|
137,074
|
|
|
|
|
|
|
Total Assets
|
|
|
$
|
1,039,087,624
|
|
|
$
|
1,039,087,624
|
|
$
|
|
|
$
|
|
(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 August 31,
2013.
|
The Company did not hold any Level 3
securities during the period from December 1, 2012 through August 31,
2013.
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 Companys Level 1 investments.
16
Tortoise Energy Capital Corp.
Notes
to Financial Statements
(Unaudited)
(Continued)
|
An equity security of a publicly
traded company acquired in a private placement transaction without registration
under the Securities Act of 1933, as amended (the 1933 Act), is subject to
restrictions on resale that can affect the securitys fair value. If such a
security is convertible into publicly-traded common shares, the security
generally will be valued at the common share market price adjusted by a
percentage discount due to the restrictions and categorized as Level 2 in the
fair value hierarchy. 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.
The Company utilizes the beginning of
reporting period method for determining transfers between levels. There were no
transfers between levels for the period ended August 31, 2013.
7. Investment
Transactions
For the period from December 1, 2012
through August 31, 2013, the Company purchased (at cost) and sold securities
(proceeds received) in the amount of $99,287,328 and $93,091,310 (excluding
short-term debt securities), respectively.
8. Long-Term Debt
Obligations
The Company has $104,400,000
aggregate principal amount of private senior notes, Series D, Series G, Series
H, Series I, Series J, Series K, and Series L (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 Companys outstanding preferred shares; (2) senior to all of the
Companys outstanding common stock; (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. Holders of
the Notes are entitled to receive cash interest payments each quarter until
maturity. The Series D, Series H, Series I, Series J, Series K, and Series L
Notes accrue interest at fixed rates and the Series G Notes accrue interest at
an annual rate that resets each quarter based on 3-month LIBOR plus 1.35
percent. The Notes are not listed on any exchange or automated quotation system.
The Notes are redeemable in certain
circumstances at the option of the Company. The Notes are also subject to a
mandatory redemption if the Company fails to meet asset coverage ratios required
under the 1940 Act or the rating agency guidelines if such failure is not waived
or cured. At August 31, 2013, the Company was in compliance with asset coverage
covenants and basic maintenance covenants for its senior notes.
The Companys Series F Notes with a
notional amount of $34,700,000 and fixed interest rate of 6.02 percent were paid
in full upon maturity on June 17, 2013.
The estimated fair value of each
series of fixed-rate Notes was calculated, for disclosure purposes, by
discounting future cash flows by a rate equal to the current U.S. Treasury rate
with an equivalent maturity date, plus either 1) the spread between the interest
rate on recently issued debt and the U.S. Treasury rate with a similar maturity
date or 2) if there has not been a recent debt issuance, the spread between the
AAA corporate finance debt rate and the U.S. Treasury rate with an equivalent
maturity date plus the spread between the fixed rates of the Notes and the AAA
corporate finance debt rate. The estimated fair value of the Series G Notes
approximates the carrying amount because the interest rate fluctuates with
changes in interest rates available in the current market. The estimated fair
values in the table below are Level 2 valuations within the fair value
hierarchy. The following table shows the maturity date, interest rate,
notional/carrying amount and estimated fair value for each series of Notes
outstanding at August 31, 2013.
|
|
|
|
|
|
|
Notional/
|
|
|
|
|
|
Maturity
|
|
Interest
|
|
Carrying
|
|
Estimated
|
Series
|
|
Date
|
|
Rate
|
|
Amount
|
|
Fair Value
|
Series
D
|
|
December 21,
2014
|
|
6.07
|
%
|
|
$
|
39,400,000
|
|
$
|
42,002,416
|
Series G
|
|
June 15, 2014
|
|
1.62
|
%
(1)
|
|
|
5,000,000
|
|
|
5,000,000
|
Series
H
|
|
June 15,
2016
|
|
3.88
|
%
|
|
|
12,500,000
|
|
|
13,124,264
|
Series I
|
|
June 15, 2018
|
|
4.55
|
%
|
|
|
12,500,000
|
|
|
13,425,005
|
Series
J
|
|
June 14,
2020
|
|
2.77
|
%
|
|
|
12,500,000
|
|
|
11,864,789
|
Series K
|
|
June 14, 2021
|
|
2.98
|
%
|
|
|
12,500,000
|
|
|
11,802,979
|
Series
L
|
|
June 14,
2025
|
|
3.48
|
%
|
|
|
10,000,000
|
|
|
9,283,756
|
|
|
|
|
|
|
|
$
|
104,400,000
|
|
$
|
106,503,209
|
(1)
|
Floating rate; rate
effective for period from June 15, 2013 through September 15, 2013. The
weighted-average interest rate for the period from December 1, 2012
through August 31, 2013 was 1.64 percent.
|
9. Preferred Stock
The Company has 10,000,000 shares of
preferred stock authorized. Of that amount, the Company has 5,000,000 authorized
shares of Mandatory Redeemable Preferred (MRP) C Stock and all 5,000,000
shares are outstanding at August 31, 2013. The MRP C 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 May 1, 2018. The MRP C Stock
pays cash distributions on the first business day of each month at an annual
rate of 3.95 percent. The shares of MRP C Stock trade on the NYSE under the
symbol TYY Pr C.
The MRP Stock has rights determined
by the Board of Directors. Except as otherwise indicated in the Companys
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
2013 3rd Quarter
Report
17
Notes
to Financial Statements
(Unaudited)
(Continued)
|
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 August 31, 2013, the estimated
fair value of the MRP C Stock is based on the closing market price of $10.129
per share and is a Level 1 valuation within the fair value hierarchy. The
following table shows the mandatory redemption date, fixed rate, number of
shares outstanding, aggregate liquidation preference and estimated fair value as
of August 31, 2013.
|
|
Mandatory
|
|
|
|
|
|
Aggregate
|
|
|
|
|
Redemption
|
|
Fixed
|
|
Shares
|
|
Liquidation
|
|
Estimated
|
Series
|
|
Date
|
|
Rate
|
|
Outstanding
|
|
Preference
|
|
Fair Value
|
MRP C
Stock
|
|
May 1, 2018
|
|
3.95%
|
|
5,000,000
|
|
$50,000,000
|
|
$50,645,000
|
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 August 31, 2013, the Company was in compliance with asset coverage covenants
and basic maintenance covenants for its MRP Stock.
10. Credit Facility
As of August 31, 2013, the Company
has a $40,000,000 unsecured, revolving credit facility that matures on June 16,
2014. U.S. Bank, N.A. serves as a lender and the lending syndicate agent on
behalf of other lenders participating in the credit facility. Effective June 17,
2013, outstanding balances generally accrue interest at a variable annual rate
equal to one-month LIBOR plus 1.125 percent and unused portions of the credit
facility accrue a non-usage fee equal to an annual rate of 0.15 percent. For the
period from December 1, 2012 through June 16, 2013, outstanding balances accrued
interest at a variable annual rate equal to one-month LIBOR plus 1.25 percent
and unused portions of the credit facility accrued a non-usage fee equal to an
annual rate of 0.20 percent.
The average principal balance and
interest rate for the period during which the credit facility was utilized
during the period ended August 31, 2013 was approximately $17,400,000 and 1.41
percent, respectively. At August 31, 2013, the principal balance outstanding was
$8,900,000 at an interest rate of 1.31 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 August 31, 2013, 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 20,037,096 shares outstanding at August 31, 2013.
Transactions in common stock for the period ended August 31, 2013, were as
follows:
Shares at
November 30, 2012
|
19,846,818
|
Shares sold through shelf
offerings
|
149,429
|
Shares issued
through reinvestment of distributions
|
40,849
|
Shares at August 31,
2013
|
20,037,096
|
12. Subsequent
Events
On September 3, 2013, the Company
paid a distribution in the amount of $0.4250 per common share, for a total of
$8,515,766. Of this total, the dividend reinvestment amounted to
$558,438.
On September 27, 2013, the Company
issued $12,000,000 of Series M Notes which carry a fixed interest rate of 2.75
percent and mature on September 27, 2017, $15,000,000 of Series N Notes which
carry a fixed interest rate of 3.48 percent and mature on September 27, 2019,
$13,000,000 of Series O Notes which carry a fixed interest rate of 4.21 percent
and mature on September 27, 2022 and $5,000,000 of Series P Notes which carry a
floating interest rate based on 3-month LIBOR plus 1.35 percent and mature on
September 27, 2018.
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.
18
Tortoise Energy Capital Corp.
Additional Information
(Unaudited)
|
Director and Officer
Compensation
The Company does not compensate any
of its directors who are interested persons, as defined in Section 2(a)(19) of
the 1940 Act, nor any of its officers. For the period ended August 31, 2013, the
aggregate compensation paid by the Company to the independent directors was
$80,250. The Company did not pay any special compensation to any of its
directors or officers.
Forward-Looking
Statements
This report contains forward-looking
statements within the meaning of the Securities Act of 1933 and the Securities
Exchange Act of 1934. By their nature, all forward-looking statements involve
risks and uncertainties, and actual results could differ materially from those
contemplated by the forward-looking statements. Several factors that could
materially affect the Companys 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, 2013 are available to stockholders (i) without
charge, upon request by calling the Company at (913) 981-1020 or toll-free at
(866) 362-9331 and on the Companys Web site at www.tortoiseadvisors.com; and
(ii) on the SECs Web site at www.sec.gov.
Form N-Q
The Company files its complete
schedule of portfolio holdings for the first and third quarters of each fiscal
year with the SEC on Form N-Q. The Companys Form N-Q is available without
charge upon request by calling the Company at (866) 362-9331 or by visiting the
SECs Web site at www.sec.gov. In addition, you may review and copy the
Companys Form N-Q at the SECs Public Reference Room in Washington D.C. You may
obtain information on the operation of the Public Reference Room by calling
(800) SEC-0330.
The Companys Form N-Qs are also
available on the Companys Web site at www.tortoiseadvisors.com.
Statement of Additional
Information
The Statement of Additional
Information (SAI) includes additional information about the Companys
directors and is available upon request without charge by calling the Company at
(866) 362-9331 or by visiting the SECs Web site at www.sec.gov.
Certifications
The Companys Chief Executive Officer
has submitted to the New York Stock Exchange the annual CEO certification as
required by Section 303A.12(a) of the NYSE Listed Company Manual.
The Company has filed with the SEC,
as an exhibit to its most recently filed 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
Companys securities. This information includes the stockholders address, tax
identification or Social Security number, share balances, and distribution
elections. We do not collect or maintain personal information about stockholders
whose share balances of our securities are held in street name by a financial
institution such as a bank or broker.
We do not disclose any nonpublic
personal information about you, the Companys other stockholders or the
Companys former stockholders to third parties unless necessary to process a
transaction, service an account, or as otherwise permitted by law.
To protect your personal information
internally, we restrict access to nonpublic personal information about the
Companys stockholders to those employees who need to know that information to
provide services to our stockholders. We also maintain certain other safeguards
to protect your nonpublic personal information.
2013 3rd Quarter
Report
19
Office of the
Company and
of the Investment Adviser
Tortoise Capital Advisors, L.L.C.
11550 Ash Street,
Suite 300
Leawood, Kan. 66211
(913) 981-1020
(913) 981-1021
(fax)
www.tortoiseadvisors.com
Managing
Directors of
Tortoise Capital Advisors, L.L.C.
P. Bradley Adams
H. Kevin Birzer
Zachary A.
Hamel
Kenneth P. Malvey
Terry Matlack
David J.
Schulte
Board of
Directors of
Tortoise Energy Capital Corp.
H. Kevin Birzer,
Chairman
Tortoise Capital Advisors,
L.L.C.
Terry Matlack
Tortoise Capital Advisors, L.L.C.
Conrad S.
Ciccotello
Independent
John R.
Graham
Independent
Charles E.
Heath
Independent
|
ADMINISTRATOR
U.S. Bancorp Fund Services, LLC
615 East Michigan
St.
Milwaukee, Wis. 53202
CUSTODIAN
U.S.
Bank, N.A.
1555 North Rivercenter Drive,
Suite 302
Milwaukee, Wis. 53212
TRANSFER,
DIVIDEND DISBURSING
AND REINVESTMENT AGENT
Computershare Trust Company, N.A. / Computershare Inc.
P.O. Box 43078
Providence, R.I. 02940-3078
(800) 426-5523
www.computershare.com
LEGAL
COUNSEL
Husch Blackwell LLP
4801 Main St.
Kansas City, Mo. 64112
INVESTOR
RELATIONS
(866) 362-9331
info@tortoiseadvisors.com
STOCK
SYMBOL
Listed NYSE Symbol:
TYY
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 Closed-end Funds
Pureplay MLP
Funds
|
|
Broader
Funds
|
Name
|
Ticker
|
|
Focus
|
Total Assets
(1)
($ in millions)
|
|
Name
|
Ticker
|
|
Focus
|
Total Assets
(1)
($ in millions)
|
Tortoise Energy
Infrastructure Corp.
|
|
|
Midstream Equity
|
$2,080
|
|
Tortoise Pipeline &
Energy Fund, Inc.
|
|
|
Pipeline Equity
|
$389
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tortoise Energy
Capital Corp.
|
|
|
Midstream Equity
|
$1,092
|
|
Tortoise Energy
Independence
Fund, Inc.
|
|
|
North American Upstream Equity
|
$449
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tortoise MLP
Fund, Inc.
|
|
|
Natural Gas Infrastructure
Equity
|
$1,927
|
|
Tortoise Power and
Energy Infrastructure
Fund, Inc.
|
|
|
Power & Energy Infrastructure Debt & Dividend Paying
Equity
|
$230
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tortoise North
American Energy Corp.
|
|
|
Midstream/Upstream Equity
|
$260
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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