Company at a Glance
Tortoise North American Energy Corp. (NYSE:
TYN) is a non-diversified closed-end investment company focused primarily on
investing in equity securities of companies in the energy sector with their
primary operations in North America, including oil and gas exploitation, energy
infrastructure and energy shipping companies. Our investments are primarily in
Master Limited Partnerships (MLPs) and their affiliates, but may also include
Canadian royalty and income trusts, common stock, debt and other securities
issued by energy companies that are not MLPs.
Investment Goals: Yield, Growth and
Quality
TYN 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 companies
in the energy sector 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.
TYN seeks to achieve
quality
by investing in companies operating energy
infrastructure assets that are critical to the North American economy. Often
these assets would be difficult to replicate. We also back experienced
management teams with successful track records. By investing in TYN, 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 U.S. Energy Infrastructure Master
Limited Partnerships (MLPs)
MLPs are limited
partnerships whose units trade on public exchanges such as the New York Stock
Exchange (NYSE), the NYSE Alternext US and the NASDAQ. Buying MLP units makes an
investor a limited partner in the MLP. There are currently more than 70 MLPs in
the market, mostly in industries related to energy and natural resources. We
invest primarily in MLPs 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.
TYN Investment Features
We provide stockholders
an alternative to investing directly in MLPs and their affiliates. We offer
investors the opportunity to receive an attractive distribution return with a
historically low return correlation to returns on stocks and bonds.
Additional features
include:
-
One Form 1099 per
stockholder at the end of the year, multiple K-1s and multiple state filings
for individual partnership investments;
-
A professional
management team, with more than 130 years combined investment
experience;
-
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
market.
March 25, 2012
Dear Fellow Stockholders,
The energy infrastructure
sector achieved attractive returns in the first fiscal quarter ended Feb. 29,
2012, as distribution growth expectations accelerated and the broader markets
rallied on an improved outlook. In this historically low interest rate
environment, investors continue to search for yield, with MLPs providing an
attractive solution.
The fiscal quarter highlighted how
midstream MLPs can benefit from the steady and predictable nature of their
underlying fundamentals. Unseasonably warm winter weather throughout the United
States pushed natural gas prices to their lowest level in a decade; however,
natural gas pipeline MLPs remained steady as a result of fee-based contracts
utilizing reservation charges. Additionally, the upstream natural gas MLPs that
we target utilize hedges that also serve to protect them from an extended period
of low natural gas prices. While oil prices continued to rise due to political
instability in Iran, refined product and crude oil pipeline MLPs benefited from
an attractive tariff and relatively stable volumes.
Master Limited Partnership Sector
Review
During our first fiscal quarter, the
Tortoise MLP Total Return Index
®
(TMLPT) had a total return of 11.9
percent, outperforming the S&P 500 index total return of 10.1 percent during
the same period. Pipeline MLPs were among the strongest performers in the fiscal
quarter, as evidenced by the Tortoise Long-Haul Pipeline MLP Indexs total
return of 13.9 percent.
The North American energy landscape
continues to increase in size and scope. In addition to natural gas shales,
shale oil is an increasingly significant opportunity as well. Notably, the
International Strategy & Investment Group predicts that North America will
lead non-OPEC countries in oil production increases during the five year period
through 2016. We expect significant pipeline infrastructure will be needed to
support the build-out associated with both natural gas and oil shale
development.
Capital markets remain supportive as
MLPs raised approximately $6.8 billion in equity and $8.9 billion in debt in the
first fiscal quarter, including the launch of four new MLP initial public
offerings. Substantial organic growth projects as well as $9.2 billion in
acquisitions took hold, supporting our estimate of 6 percent to 8 percent
distribution growth during fiscal year 2012.
Fund Performance
Review
Our total assets increased from
$208.0 million on Nov. 30, 2011, to $229.9 million as of the first fiscal
quarter end, resulting primarily from market appreciation of our investments.
Our market-based total return was 9.5 percent and our NAV-based total return was
9.2 percent (both including the reinvestment of distributions) for the first
fiscal quarter.
Our performance was positively
impacted by refined product and crude oil pipeline MLPs that benefited from
higher throughput volumes and attractive tariff pricing. Natural gas pipeline
MLPs and gathering/processing pipeline MLPs drove performance, especially from
those companies involved in the transportation of natural gas liquids.
Additionally, we completed two direct placement investments in Energy Transfer
Equity, L.P. and Buckeye Partners, L.P., totaling approximately $3 million
during the quarter.
We paid a distribution of $0.385 per
common share ($1.54 annualized) to our stockholders on March 1, 2012, an
increase of 0.7 percent quarter-over-quarter and an increase of 3.4 percent
year-over-year. This distribution represented an annualized yield of 5.9 percent
based on our fiscal quarter closing price of $25.94. Our distribution payout
coverage (distributable cash flow divided by distributions) for the fiscal
quarter was 105.9 percent. We will provide our expectations for tax
characterization of TYNs 2012 distributions later in the year. A final
determination of the characterization will be made in January 2013.
We ended our first fiscal quarter
with leverage at 13.2 percent of total assets, and with a weighted average
maturity of 5.5 years, a weighted average cost of 2.4 percent, and over 80
percent at fixed rates. We continue to believe a primarily fixed-rate strategy
with laddered maturities enhances the predictability and sustainability of our
distributable cash flow across multiple interest rate environments.
Additional information about our
financial performance is available in the Key Financial Data and Managements
Discussion of this report.
Conclusion
Please join us for our annual
stockholders meeting on May 24, 2012 at 10 a.m. central time at our offices
located at 11550 Ash St., Suite 300, in Leawood, Kan. If you are unable to
attend the meeting, you can join us via our web site at
www.tortoiseadvisors.com.
Sincerely,
The Managing Directors
Tortoise Capital Advisors,
L.L.C.
The adviser to Tortoise North
American Energy Corp.
|
|
|
H. Kevin Birzer
|
Zachary A. Hamel
|
Kenneth P. Malvey
|
|
|
|
|
|
|
Terry Matlack
|
David J. Schulte
|
|
(Unaudited)
|
2012 1st Quarter
Report
1
|
Key Financial Data
(Supplemental Unaudited
Information)
(dollar amounts in thousands unless otherwise
indicated)
|
The information presented below regarding Distributable Cash Flow and
Selected Operating Ratios is supplemental non-GAAP financial information, which
we believe is meaningful to understanding our operating performance. The
Selected Operating Ratios are the functional equivalent of EBITDA for
non-investment companies, and we believe they are an important supplemental
measure of performance and promote comparisons from period-to-period.
Supplemental non-GAAP measures should be read in conjunction with our full
financial statements.
|
|
|
2011
|
|
2012
|
|
|
|
Q1
(1)
|
|
Q2
(1)
|
|
Q3
(1)
|
|
Q4
(1)
|
|
Q1
(1)
|
Total Distributions Received from
Investments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Distributions received
from master
limited partnerships
|
|
|
$
|
2,666
|
|
|
$
|
2,736
|
|
|
$
|
2,876
|
|
|
$
|
2,946
|
|
|
$
|
3,069
|
|
Dividends paid in
stock
|
|
|
|
404
|
|
|
|
364
|
|
|
|
339
|
|
|
|
272
|
|
|
|
201
|
|
Dividends from common
stock
|
|
|
|
191
|
|
|
|
190
|
|
|
|
222
|
|
|
|
137
|
|
|
|
150
|
|
Interest and dividend
income
|
|
|
|
48
|
|
|
|
46
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income
|
|
|
|
22
|
|
|
|
60
|
|
|
|
|
|
|
|
286
|
|
|
|
|
|
Total
from investments
|
|
|
|
3,331
|
|
|
|
3,396
|
|
|
|
3,437
|
|
|
|
3,641
|
|
|
|
3,420
|
|
Operating Expenses Before
Leverage Costs and Current
Taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Advisory fees, net of
expense
reimbursement
|
|
|
|
459
|
|
|
|
498
|
|
|
|
483
|
|
|
|
472
|
|
|
|
535
|
|
Other operating
expenses
|
|
|
|
128
|
|
|
|
129
|
|
|
|
126
|
|
|
|
114
|
|
|
|
134
|
|
|
|
|
|
587
|
|
|
|
627
|
|
|
|
609
|
|
|
|
586
|
|
|
|
669
|
|
Distributable cash
flow before
leverage costs and current taxes
|
|
|
|
2,744
|
|
|
|
2,769
|
|
|
|
2,828
|
|
|
|
3,055
|
|
|
|
2,751
|
|
Leverage
costs
(2)
|
|
|
|
257
|
|
|
|
260
|
|
|
|
117
|
|
|
|
180
|
|
|
|
184
|
|
Current income tax
expense
|
|
|
|
3
|
|
|
|
9
|
|
|
|
9
|
|
|
|
9
|
|
|
|
|
|
Distributable
Cash Flow
(3)
|
|
|
$
|
2,484
|
|
|
$
|
2,500
|
|
|
$
|
2,702
|
|
|
$
|
2,866
|
|
|
$
|
2,567
|
|
|
Distributions
paid on common stock
|
|
|
$
|
2,345
|
|
|
$
|
2,361
|
|
|
$
|
2,392
|
|
|
$
|
2,408
|
|
|
$
|
2,424
|
|
Distributions paid on common
stock
per share
|
|
|
|
0.3725
|
|
|
|
0.3750
|
|
|
|
0.3800
|
|
|
|
0.3825
|
|
|
|
0.3850
|
|
Payout coverage
ratio
(4)
|
|
|
|
105.9
|
%
|
|
|
105.9
|
%
|
|
|
113.0
|
%
|
|
|
119.0
|
%
|
|
|
105.9
|
%
|
Net realized gain, net of income
taxes, for the period
|
|
|
|
636
|
|
|
|
7,040
|
|
|
|
851
|
|
|
|
5,162
|
|
|
|
1,500
|
|
Total assets,
end of period
|
|
|
|
211,932
|
|
|
|
207,450
|
|
|
|
200,317
|
|
|
|
208,041
|
|
|
|
229,941
|
|
Average total assets during
period
(5)
|
|
|
|
202,187
|
|
|
|
211,556
|
|
|
|
205,974
|
|
|
|
203,054
|
|
|
|
219,892
|
|
Leverage
(6)
|
|
|
|
24,700
|
|
|
|
26,500
|
|
|
|
26,100
|
|
|
|
31,300
|
|
|
|
30,300
|
|
Leverage as a percent of total
assets
|
|
|
|
11.7
|
%
|
|
|
12.8
|
%
|
|
|
13.0
|
%
|
|
|
15.0
|
%
|
|
|
13.2
|
%
|
Net unrealized
appreciation, net of
income taxes, end of period
|
|
|
|
67,646
|
|
|
|
58,667
|
|
|
|
53,928
|
|
|
|
54,362
|
|
|
|
67,223
|
|
Net assets, end of
period
|
|
|
|
163,963
|
|
|
|
159,100
|
|
|
|
152,721
|
|
|
|
155,942
|
|
|
|
167,697
|
|
Average net
assets during period
(7)
|
|
|
|
158,748
|
|
|
|
162,099
|
|
|
|
155,864
|
|
|
|
152,909
|
|
|
|
163,463
|
|
Net asset value per common
share
|
|
|
|
26.04
|
|
|
|
25.27
|
|
|
|
24.26
|
|
|
|
24.77
|
|
|
|
26.64
|
|
Market value per
common share
|
|
|
|
25.50
|
|
|
|
24.41
|
|
|
|
23.19
|
|
|
|
24.05
|
|
|
|
25.94
|
|
Shares outstanding
|
|
|
6,295,750
|
|
|
6,295,750
|
|
|
6,295,750
|
|
|
6,295,750
|
|
|
6,295,750
|
|
|
Selected Operating
Ratios
(8)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As
a Percent of Average Total Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total distributions
received from
investments
|
|
|
|
6.68
|
%
|
|
|
6.37
|
%
|
|
|
6.62
|
%
|
|
|
7.19
|
%
|
|
|
6.26
|
%
|
Operating expenses
before
leverage costs and current taxes
|
|
|
|
1.18
|
%
|
|
|
1.18
|
%
|
|
|
1.17
|
%
|
|
|
1.16
|
%
|
|
|
1.22
|
%
|
Distributable cash
flow before
leverage costs and current taxes
|
|
|
|
5.50
|
%
|
|
|
5.19
|
%
|
|
|
5.45
|
%
|
|
|
6.03
|
%
|
|
|
5.04
|
%
|
As
a Percent of Average Net Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Distributable cash
flow
(3)
|
|
|
|
6.35
|
%
|
|
|
6.12
|
%
|
|
|
6.88
|
%
|
|
|
7.52
|
%
|
|
|
6.32
|
%
|
(1)
|
Q1 is the period from
December through February. Q2 is the period from March through May. Q3 is
the period from June through August. Q4 is the period from September
through November.
|
(2)
|
Leverage costs include
interest expense and other recurring leverage expenses.
|
(3)
|
Net investment income
(loss), before income taxes on the Statement of Operations is adjusted as
follows to reconcile to Distributable Cash Flow (DCF): increased by the
return of capital on MLP distributions, the value of paid-in-kind
distributions, distributions included in direct placement discounts, and
amortization of debt issuance costs; and decreased by current taxes paid
on net investment income.
|
(4)
|
Distributable Cash Flow
as a percentage of distributions paid.
|
(5)
|
Computed by averaging
month-end values within each period.
|
(6)
|
Leverage consists of
long-term debt obligations and short-term borrowings.
|
(7)
|
Computed by averaging
daily values within each period.
|
(8)
|
Annualized for periods
less than one full year. Operating ratios contained in our Financial
Highlights are based on average net assets.
|
2
Tortoise North American
Energy Corp.
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 North American Energy
Corp.s (TYN or the Company) investment objective is to seek a high level of
total return for our stockholders, with an emphasis on distribution income paid
to stockholders. Our investment strategy requires us to invest at least 80
percent of our total assets in equity securities of companies in the energy
sector with their primary operations in North America, including energy
infrastructure, oil and gas exploitation and energy shipping companies. The
equity securities of the energy companies purchased by TYN consist primarily of
interests in MLPs. MLPs are publicly traded partnerships whose equity interests
are traded in the form of units on public exchanges, such as the NYSE or NASDAQ.
We invest primarily in MLPs through public market and private purchases. 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 typically 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.
Tortoise Capital Advisors, L.L.C. serves as our investment adviser.
Company Update
Total assets increased approximately
$21.9 million during the 1st quarter primarily as a result of increased market
values of our MLP investments. Average total assets for the quarter increased as
compared to 4th quarter 2011, resulting in increased asset-based expenses.
Distribution increases from our MLP investments were in-line with our
expectations. Total leverage as a percent of total assets decreased slightly
during the quarter and we increased our quarterly distribution to $0.385 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, 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. 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 (excluding taxes generated from realized gains). Realized
gains, expected tax benefits and deferred taxes are not included in our 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 reflects distribution income on their pay dates; GAAP recognizes
that a significant portion of the cash distributions received from MLPs are
characterized as a return of capital and therefore excluded from investment
income, whereas the DCF calculation includes the return of capital; and
distributions received from investments in the DCF calculation include the value
of dividends paid-in-kind (additional stock or MLP units), whereas such amounts
are not included as income for GAAP purposes, and includes distributions related
to direct investments when the purchase price is reduced in lieu of receiving
cash distributions. The treatment of expenses in the DCF calculation also
differs from what is reported in the Statement of Operations. In addition to the
total operating expenses, including expense reimbursement, as disclosed in the
Statement of Operations, the DCF calculation reflects interest expense, realized
and unrealized gains (losses) on interest rate swap settlements, other leverage
expenses, and current 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 anticipation of its growth rate, and its risk relative to
other potential investments.
2012 1st Quarter Report
3
Managements Discussion
(Unaudited)
(Continued)
|
We concentrate on investments 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.
Total distributions received from our
investments for the 1st quarter 2012 was approximately $3.4 million. This
represents a 1.9 percent increase as compared to 4th quarter 2011 after removing
the effects of the non-recurring other income received in the prior quarter, and
an increase of approximately 2.7 percent as compared to 1st quarter 2011. These
changes reflect increases in per share distribution rates on our MLP
investments, offset by the impact of trading activity wherein certain
investments with higher current yields and lower expected future growth were
sold and replaced with investments that had lower current yields and higher
expected future growth.
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 1.23 percent of average total assets for the
1st quarter 2012 as compared to 1.18 percent for the 1st quarter 2011 and 1.16
percent for the 4th quarter 2011. These changes are primarily the result of a
change in fee waivers as outlined below.
Advisory fees for the 1st quarter
2012 increased 13.8 percent from 4th quarter 2011 as a result of increased
average managed assets for the quarter as discussed above and the reduction of
the fee waiver during 1st quarter 2012. While the contractual advisory fee of
1.00 percent of average monthly managed assets remains unchanged, the Adviser
waived an amount equal to 0.10 percent of average managed assets through
December 31, 2010 and an amount equal to 0.05 percent of average managed assets
for the period from January 1, 2011 through December 31, 2011. Other operating
expenses increased approximately $20,000 as compared to 4th quarter 2011,
primarily as a result of increased professional fees.
Leverage costs consist of two major
components: (1) the direct interest expense, which will vary from period to
period as our margin borrowing facility has a variable interest rate, and (2)
the realized and unrealized gain or loss on our interest rate swap settlements.
Detailed information on our margin borrowing facility is included in the
Liquidity and Capital Resources section below.
Total leverage costs for DCF purposes
were approximately $184,000 for the 1st quarter 2012 compared to $180,000 for
the 4th quarter 2011. Our average annualized total cost of leverage, including
interest rate swaps, was 2.36 percent as of February 29, 2012.
As indicated in Note 9 of our Notes
to Financial Statements, we have entered into $25 million notional amount of
interest rate swap contracts with The Bank of Nova Scotia in an attempt to
reduce a portion of the interest rate risk arising from our leveraged capital
structure. TYN has agreed to pay The Bank of Nova Scotia a fixed rate while receiving a
floating rate based upon the 1-month U.S. Dollar London Interbank Offered Rate
(LIBOR). The spread between the fixed swap rate and LIBOR is reflected in our
Statement of Operations as a realized or unrealized gain when LIBOR exceeds the
fixed rate (The Bank of Nova Scotia pays TYN the net difference) or a realized
or unrealized loss when the fixed rate exceeds LIBOR (TYN pays The Bank of Nova
Scotia the net difference). The interest rate swap contracts have a weighted
average fixed rate of 1.70 percent and weighted average remaining maturity of
approximately 6.5 years at February 29, 2012. This swap arrangement effectively
fixes the cost of approximately 83 percent of our outstanding leverage as of
February 29, 2012 over the remaining swap period.
Interest accrues on the margin
facility at a rate equal to 1-month LIBOR plus 0.85 percent and unused balances
are subject to a fee of 0.25 percent. The annual rate of leverage may vary in
future periods as a result of changes in LIBOR, the utilization of our margin
facility, and maturity of our interest rate swap contracts. Additional
information on our leverage is disclosed below in Liquidity and Capital
Resources and in our Notes to Financial Statements.
Distributable Cash Flow
For 1st quarter 2012, our DCF was
approximately $2.6 million, a decrease of 10.4 percent as compared to 4th
quarter 2011. The change is the net result of changes to distributions and
expenses as outlined above, including non-recurring income of $286,000 that
occurred in 4th quarter 2011. We declared a distribution of $2.4 million, or
$0.385 per share, during the quarter. This is an increase of 3.4 percent as
compared to the per share distribution paid for 1st quarter 2011 and a 0.7
percent increase compared to 4th quarter 2011.
Beginning with this 1st quarter 2012
report, we now disclose our earned DCF as a payout coverage ratio of
distributions declared (DCF divided by distributions paid on common stock). This
presentation is the inverse of our previous metric of DCF payout percentage
(distributions paid divided by DCF). Our payout coverage ratio was 105.9 percent
for 1st quarter 2012. Our goal is to pay what we believe to be sustainable
distributions with any increases safely covered by earned DCF. A payout coverage
ratio of greater than 100 percent provides flexibility for on-going management
of the portfolio, changes in leverage costs and other expenses. An on-going
payout coverage ratio of less than 100 percent will, over time, erode the
earning power of a portfolio and may lead to lower distributions or portfolio
managers taking on more risk than they otherwise would.
Net investment loss before income
taxes on the Statement of Operations is adjusted as follows to reconcile to DCF
for the 1st quarter 2012 (in thousands):
|
|
1st Qtr
2012
|
Net Investment Loss, before Income Taxes
|
|
$
|
(290
|
)
|
Adjustments to
reconcile to DCF:
|
|
|
|
|
Dividends paid in stock
|
|
|
201
|
|
Distributions characterized as return of
capital
|
|
|
2,746
|
|
Interest rate swap expenses
|
|
|
(90
|
)
|
DCF
|
|
$
|
2,567
|
|
4
Tortoise North
American Energy Corp.
Managements Discussion
(Unaudited)
(Continued)
|
Liquidity and Capital
Resources
We had total assets of $230 million
at year-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 1st quarter
2012, total assets increased by approximately $21.9 million. This change was
primarily the result of a $20.5 million 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) and net purchases during the
quarter of $1.3 million.
Total leverage outstanding at
February 29, 2012 was $30.3 million, a decrease of $1.0 million as compared to
November 30, 2011. On an adjusted basis to reflect payment of our 1st quarter
2012 distribution, the increase is approximately $1.4 million. These additional
leverage proceeds, along with the sale of other portfolio securities, were used
to fund two direct placements totaling $3.4 million during the quarter. Total
leverage represented 13.2 percent of total assets at February 29, 2012, a
decrease from 15.0 percent of total assets at November 30, 2011 and an increase
from 11.7 percent of total assets at February 28, 2011. Our leverage as a
percent of total assets remains below our long-term target level of 20 percent
of total assets. This allows the opportunity to add leverage when compelling
investment opportunities arise. Temporary increases to up to 25 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.
We have used leverage to acquire
securities consistent with our investment philosophy. The terms of our leverage
are governed by regulatory and contractual asset coverage requirements that
arise from the use of leverage. Additional information on our leverage and asset
coverage requirements is discussed in Note 10 in the Notes to Financial
Statements. Our coverage ratio is updated each week on our Web site at
www.tortoiseadvisors.com.
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 preferred
shares (if any) 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 15 percent Qualified Dividend Income (QDI) rate, assuming
various holding requirements are met by the stockholder. The 15 percent QDI rate
is currently effective through 2012. The portion of our distribution that is
taxable may vary for either of two reasons: first, the characterization of the
distributions we receive from MLPs could change annually based upon the K-1
allocations and result in less return of capital and more in the form of income.
Second, we could sell an MLP investment and realize a gain or loss at any time.
It is for these reasons that we inform you of the tax treatment after the close
of each year as the ultimate characterization of our distributions is
undeterminable until the year is over.
For tax purposes, distributions to
common stockholders for the fiscal year ended 2011 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 fiscal year ended
2011 was 100 percent return of capital.
The unrealized gain or loss we have
in the portfolio is reflected in the Statement of Assets and Liabilities. At
February 29, 2012, our investments are valued at $229.8 million, with an
adjusted cost of $141.6 million. The $88.2 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 February 29, 2012, the balance sheet reflects a net deferred tax
liability of approximately $28.3 million or $4.50 per share. Accordingly, our
net asset value per share represents the amount which would be available for
distribution to stockholders after payment of taxes. Details of our deferred
taxes are disclosed in Note 5 in our Notes to Financial Statements.
As of November 30, 2011, we had
approximately $15 million in capital loss carryforwards and $11 million in net
operating losses. To the extent we have taxable income that is not offset by
either capital loss carryforwards or net operating losses, we will owe federal
and state income taxes. Tax payments can be funded from investment earnings,
fund assets or borrowings. Details of our taxes are disclosed in Note 5 in our
Notes to Financial Statements.
2012 1st Quarter
Report
5
S
CHEDULE
O
F
I
NVESTMENTS
February 29,
2012
|
(Unaudited)
|
|
Shares
|
|
Fair Value
|
Master Limited Partnerships and
|
|
|
|
|
|
|
Related Companies
132.7%
(1)
|
|
|
|
|
|
|
|
|
Crude/Refined Products Pipelines
44.0%
(1)
|
|
|
|
|
United States 44.0%
(1)
|
|
|
|
|
|
|
Buckeye
Partners, L.P.
(2)
|
|
195,713
|
|
$
|
11,703,637
|
|
Enbridge Energy Partners,
L.P.
(2)
|
|
282,519
|
|
|
9,195,994
|
|
Holly Energy
Partners, L.P.
(2)
|
|
79,900
|
|
|
4,892,277
|
|
Kinder Morgan Management,
LLC
(2)(3)
|
|
139,237
|
|
|
11,162,659
|
|
Magellan
Midstream Partners, L.P.
(2)
|
|
161,200
|
|
|
11,795,004
|
|
NuStar Energy
L.P.
(2)
|
|
73,056
|
|
|
4,441,805
|
|
Oiltanking
Partners, L.P.
|
|
24,900
|
|
|
806,760
|
|
Plains All American Pipeline,
L.P.
(2)
|
|
136,700
|
|
|
11,305,090
|
|
Sunoco Logistics
Partners L.P.
(2)
|
|
189,300
|
|
|
7,392,165
|
|
Tesoro Logistics
LP
(2)
|
|
30,700
|
|
|
1,120,550
|
|
|
|
|
|
|
73,815,941
|
|
|
|
|
Natural Gas/Natural Gas Liquids Pipelines
50.7%
(1)
|
|
|
United States 50.7%
(1)
|
|
|
|
|
|
|
Boardwalk
Pipeline Partners, LP
(2)
|
|
151,612
|
|
|
4,119,298
|
|
El Paso Pipeline Partners,
L.P.
(2)
|
|
386,510
|
|
|
14,173,322
|
|
Energy Transfer
Equity, L.P.
(2)
|
|
131,959
|
|
|
5,738,897
|
|
Energy Transfer Partners,
L.P.
(2)
|
|
177,840
|
|
|
8,429,616
|
|
Enterprise
Products Partners L.P.
(2)(4)
|
|
309,650
|
|
|
16,064,642
|
|
Inergy Midstream, L.P.
|
|
54,100
|
|
|
1,146,379
|
|
ONEOK Partners,
L.P.
(2)
|
|
156,200
|
|
|
9,090,840
|
|
PAA Natural Gas Storage,
L.P.
|
|
8,700
|
|
|
167,040
|
|
Regency Energy
Partners LP
(2)
|
|
412,000
|
|
|
10,918,000
|
|
Spectra Energy Partners,
LP
(2)
|
|
102,300
|
|
|
3,374,877
|
|
TC PipeLines,
LP
(2)
|
|
74,400
|
|
|
3,455,136
|
|
Williams Partners
L.P.
(2)
|
|
134,100
|
|
|
8,342,361
|
|
|
|
|
|
|
85,020,408
|
|
|
|
|
|
|
Natural Gas Gathering/Processing
17.5%
(1)
|
|
|
|
|
United States 17.5%
(1)
|
|
|
|
|
|
|
Chesapeake
Midstream Partners, L.P.
(2)
|
|
96,800
|
|
|
2,764,608
|
|
Copano Energy,
L.L.C.
(2)
|
|
152,916
|
|
|
5,685,417
|
|
Crestwood
Midstream Partners, LP
(3)
|
|
87,257
|
|
|
2,516,492
|
|
DCP Midstream Partners,
LP
(2)
|
|
51,500
|
|
|
2,508,050
|
|
MarkWest Energy
Partners, L.P.
(2)
|
|
113,900
|
|
|
6,812,359
|
|
Targa Resources Partners
LP
(2)
|
|
130,155
|
|
|
5,538,095
|
|
Western Gas
Partners LP
(2)
|
|
77,300
|
|
|
3,539,567
|
|
|
|
|
|
|
29,364,588
|
|
|
|
|
|
|
|
|
Oil and Gas Production
18.3%
(1)
|
|
|
|
|
|
|
United States 18.3%
(1)
|
|
|
|
|
|
|
BreitBurn Energy
Partners L.P.
(2)
|
|
181,288
|
|
|
3,417,279
|
|
EV Energy
Partners, L.P.
(2)
|
|
121,600
|
|
|
8,650,624
|
|
Legacy Reserves,
LP
(2)
|
|
126,600
|
|
|
3,653,676
|
|
Linn Energy,
LLC
(2)
|
|
229,397
|
|
|
8,751,496
|
|
Pioneer
Southwest Energy Partners L.P.
(2)
|
|
150,900
|
|
|
4,107,498
|
|
Vanguard Natural
Resources, LLC
(2)
|
|
78,000
|
|
|
2,148,120
|
|
|
|
|
|
|
30,728,693
|
|
|
Propane Distribution
0.9%
(1)
|
|
|
|
|
|
|
United States 0.9%
(1)
|
|
|
|
|
|
|
Inergy,
L.P.
(2)
|
|
86,790
|
|
|
1,515,353
|
|
|
Marine Transportation
1.3%
(1)
|
|
|
|
|
|
|
Republic of the Marshall Islands
1.3%
(1)
|
|
|
|
|
|
|
Teekay LNG
Partners L.P.
(2)
|
|
53,500
|
|
|
2,097,200
|
|
Total Master Limited
Partnerships and
|
|
|
|
|
|
|
Related
Companies (Cost $135,879,340)
|
|
|
|
|
222,542,183
|
|
|
Common Stock 4.1%
(1)
|
|
|
|
|
|
|
|
Marine Transportation
4.1%
(1)
|
|
|
|
|
|
|
Republic of the Marshall Islands
4.1%
(1)
|
|
|
|
|
|
|
Navios Maritime
Partners L.P.
|
|
196,100
|
|
|
3,143,483
|
|
Teekay Offshore Partners
L.P.
(2)
|
|
127,175
|
|
|
3,737,673
|
|
Total Common
Stock (Cost $5,311,557)
|
|
|
|
|
6,881,156
|
|
|
Short-Term Investment
0.2%
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
United States Investment Company
0.2%
(1)
|
|
|
|
|
|
|
Fidelity
Institutional Money Market Portfolio
|
|
|
|
|
|
|
Class
I, 0.21%
(5)
(Cost $372,177)
|
|
372,177
|
|
|
372,177
|
|
|
|
|
|
|
|
|
Total Investments
137.0%
(1)
|
|
|
|
|
|
|
(Cost
$141,563,074)
|
|
|
|
|
229,795,516
|
|
Interest Rate Swap Contracts
(0.4%)
(1)
|
|
|
|
|
|
|
$25,000,000 notional
Unrealized Depreciation
(6)
|
|
|
|
|
(698,209
|
)
|
Other Assets and Liabilities
(36.6%)
(1)
|
|
|
|
|
(61,400,711
|
)
|
|
|
|
|
|
|
|
Total Net Assets Applicable to Common
|
|
|
|
|
|
|
Stockholders
100.0%
(1)
|
|
|
|
$
|
167,696,596
|
|
(1)
|
Calculated as a
percentage of net assets applicable to common
stockholders.
|
(2)
|
All or a portion of the
security is segregated as collateral for the margin borrowing facility.
See Note 8 to the financial statements for further
disclosure.
|
(3)
|
Security distributions
are paid-in-kind.
|
(4)
|
All or a portion of the
security is segregated as collateral for the unrealized depreciation of
interest rate swap contracts of $698,209.
|
(5)
|
Rate reported is the
current yield as of February 29, 2012.
|
(6)
|
See Note 9 to the
financial statements for further
disclosure.
|
See accompanying Notes to
Financial Statements.
6
Tortoise North American Energy
Corp.
Statement of Assets & Liabilities
February 29,
2012
|
(Unaudited)
Assets
|
|
|
|
Investments at fair value (cost
$141,563,074)
|
$
|
229,795,516
|
|
Receivable
for investments sold
|
|
66,954
|
|
Prepaid expenses and other
assets
|
|
107,751
|
|
Total
assets
|
|
229,970,221
|
|
|
|
|
|
Liabilities
|
|
|
|
Cash
overdraft
|
|
29,628
|
|
Payable to Adviser
|
|
365,495
|
|
Distributions payable to common stockholders
|
|
2,423,864
|
|
Accrued expenses and other
liabilities
|
|
151,201
|
|
Unrealized
depreciation of interest rate swap contracts
|
|
698,209
|
|
Deferred tax liability
|
|
28,305,228
|
|
Short-term
borrowings
|
|
30,300,000
|
|
Total
liabilities
|
|
62,273,625
|
|
Net
assets applicable to common stockholders
|
$
|
167,696,596
|
|
|
|
|
Net
Assets Applicable to Common Stockholders Consist of:
|
|
|
Capital
stock, $0.001 par value; 6,295,750 shares issued and
|
|
|
|
outstanding (100,000,000 shares authorized)
|
$
|
6,296
|
|
Additional paid-in
capital
|
|
104,338,070
|
|
Accumulated
net investment loss, net of income taxes
|
|
(761,632
|
)
|
Accumulated net realized loss, net
of income taxes
|
|
(3,109,081
|
)
|
Net
unrealized appreciation of investments and
|
|
|
|
interest rate swap contracts, net of income taxes
|
|
67,222,943
|
|
Net assets applicable to common stockholders
|
$
|
167,696,596
|
|
|
|
|
|
Net Asset Value
per common share outstanding
|
|
|
|
(net assets
applicable to common stock,
|
|
|
|
divided by
common shares outstanding)
|
$
|
26.64
|
|
Statement of Operations
|
|
|
|
Period from December
1, 2011 through February 29, 2012
|
|
|
|
(Unaudited)
|
Investment Income
|
|
|
|
Distributions from master limited
partnerships
|
$
|
3,068,797
|
|
Less return
of capital on distributions
|
|
(2,745,488
|
)
|
Net distributions from master
limited partnerships
|
|
323,309
|
|
Dividend
income
|
|
149,871
|
|
Dividends from money market mutual
funds
|
|
81
|
|
Total Investment Income
|
|
473,261
|
|
Operating Expenses
|
|
|
|
Advisory
fees
|
|
543,970
|
|
Professional fees
|
|
47,207
|
|
Administrator fees
|
|
21,759
|
|
Directors fees
|
|
16,819
|
|
Stockholder
communication expenses
|
|
14,036
|
|
Fund accounting fees
|
|
9,520
|
|
Registration
fees
|
|
6,145
|
|
Stock transfer agent fees
|
|
3,084
|
|
Custodian
fees and expenses
|
|
2,999
|
|
Other operating expenses
|
|
12,654
|
|
Total Operating Expenses
|
|
678,193
|
|
Leverage Expenses
|
|
|
|
Interest
expense
|
|
94,072
|
|
Total Expenses
|
|
772,265
|
|
Less expense
reimbursement by Adviser
|
|
(8,924
|
)
|
Net Expenses
|
|
763,341
|
|
Net Investment Loss, before Income
Taxes
|
|
(290,080
|
)
|
Deferred tax benefit
|
|
107,881
|
|
Net Investment Loss
|
|
(182,199
|
)
|
Realized and Unrealized Gain on Investments
|
|
|
|
and
Interest Rate Swaps
|
|
|
|
Net
realized gain on investments
|
|
2,479,376
|
|
Net
realized loss on interest rate swap settlements
|
|
(91,176
|
)
|
Net realized gain, before income taxes
|
|
2,388,200
|
|
Deferred tax expense
|
|
(888,172
|
)
|
Net realized gain on investments
|
|
|
|
and interest rate swaps
|
|
1,500,028
|
|
Net
unrealized appreciation of investments
|
|
20,773,667
|
|
Net
unrealized depreciation of interest rate swap contracts
|
|
(297,643
|
)
|
Net unrealized appreciation, before income taxes
|
|
20,476,024
|
|
Deferred tax expense
|
|
(7,615,033
|
)
|
Net unrealized appreciation of investments
|
|
|
|
and interest rate swap contracts
|
|
12,860,991
|
|
Net Realized and Unrealized Gain on
Investments
|
|
|
|
and Interest Rate Swaps
|
|
14,361,019
|
|
Net
Increase in Net Assets Applicable to Common Stockholders
|
|
|
|
Resulting from Operations
|
$
|
14,178,820
|
|
See accompanying Notes to
Financial Statements.
2011 1st Quarter
Report
7
Statement of Changes in Net Assets
|
|
|
Period from
|
|
|
|
|
|
|
|
|
December 1, 2011
|
|
|
|
|
|
|
|
|
through
|
|
Year Ended
|
|
|
February 29,
2012
|
|
November 30,
2011
|
|
|
|
(Unaudited)
|
|
|
|
|
|
|
|
Operations
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment loss
|
|
|
$
|
(182,199
|
)
|
|
|
|
$
|
(745,435
|
)
|
|
Net
realized gain on investments and interest rate swaps
|
|
|
|
1,500,028
|
|
|
|
|
|
13,688,777
|
|
|
Net unrealized appreciation
(depreciation) of
investments
and
interest rate swap contracts
|
|
|
|
12,860,991
|
|
|
|
|
|
(1,784,521
|
)
|
|
Net
increase in net assets applicable to common
stockholders
resulting
from operations
|
|
|
|
14,178,820
|
|
|
|
|
|
11,158,821
|
|
|
Distributions to Common Stockholders
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
investment income
|
|
|
|
|
|
|
|
|
|
|
|
|
Return of capital
|
|
|
|
(2,423,864
|
)
|
|
|
|
|
(9,506,583
|
)
|
|
Total
distributions to common stockholders
|
|
|
|
(2,423,864
|
)
|
|
|
|
|
(9,506,583
|
)
|
|
Total increase in net assets
applicable to common stockholders
|
|
|
|
11,754,956
|
|
|
|
|
|
1,652,238
|
|
|
Net Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning of period
|
|
|
|
155,941,640
|
|
|
|
|
|
154,289,402
|
|
|
End of
period
|
|
|
$
|
167,696,596
|
|
|
|
|
$
|
155,941,640
|
|
|
Accumulated net investment loss,
net of income taxes, end of period
|
|
|
$
|
(761,632
|
)
|
|
|
|
$
|
(579,433
|
)
|
|
See accompanying Notes to
Financial Statements.
8
Tortoise North American
Energy Corp.
Statement of Cash Flows
Period from December 1, 2011 through
February 29, 2012
|
(Unaudited)
|
Cash Flows from Operating
Activities
|
|
|
|
|
Distributions received from master limited partnerships
|
|
$
|
3,068,797
|
|
Interest and dividend income
received
|
|
|
149,956
|
|
Purchases of long-term investments
|
|
|
(11,950,764
|
)
|
Proceeds from sales of long-term
investments
|
|
|
10,694,609
|
|
Purchases of short-term investments, net
|
|
|
(195,858
|
)
|
Payments for interest rate swap
contracts, net
|
|
|
(91,176
|
)
|
Interest expense paid
|
|
|
(94,079
|
)
|
Income taxes paid
|
|
|
(7,267
|
)
|
Operating expenses paid
|
|
|
(633,218
|
)
|
Net
cash provided by operating activities
|
|
|
941,000
|
|
Cash Flows from Financing Activities
|
|
|
|
|
Advances from margin loan
facility
|
|
|
4,200,000
|
|
Repayments on margin loan facility
|
|
|
(5,200,000
|
)
|
Net
cash used in financing activities
|
|
|
(1,000,000
|
)
|
Net
change in cash
|
|
|
(59,000
|
)
|
Cash beginning of period
|
|
|
29,372
|
|
Cash
end of period
|
|
$
|
(29,628
|
)
|
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
|
|
$
|
14,178,820
|
|
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
|
|
|
(11,950,764
|
)
|
Proceeds from sales of long-term investments
|
|
|
10,666,556
|
|
Purchases of short-term investments, net
|
|
|
(195,858
|
)
|
Payments for interest rate swap contracts, net
|
|
|
(91,176
|
)
|
Return of capital on distributions received
|
|
|
2,745,488
|
|
Deferred tax expense
|
|
|
8,395,324
|
|
Net unrealized appreciation of investments and
|
|
|
|
|
interest rate swap contracts
|
|
|
(20,476,024
|
)
|
Net realized gain on investments and
|
|
|
|
|
interest rate swap contracts
|
|
|
(2,388,200
|
)
|
Changes in operating assets and liabilities:
|
|
|
|
|
Decrease in receivable for investments sold
|
|
|
28,053
|
|
Increase in prepaid expenses and other assets
|
|
|
(15,435
|
)
|
Increase in payable to Adviser, net of
|
|
|
|
|
expense reimbursement
|
|
|
44,861
|
|
Decrease in accrued expenses and other liabilities
|
|
|
(645
|
)
|
Total adjustments
|
|
|
(13,237,820
|
)
|
Net cash provided by operating activities
|
|
$
|
941,000
|
|
See accompanying Notes to
Financial Statements.
2012 1st Quarter
Report
9
|
|
Period from
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 1,
2011
|
|
Year Ended
|
|
Year Ended
|
|
Year Ended
|
|
Year Ended
|
|
Year
Ended
|
|
|
through
|
|
November 30,
|
|
November 30,
|
|
November 30,
|
|
November 30,
|
|
November
30,
|
|
|
February 29, 2012
|
|
2011
|
|
2010
|
|
2009
|
|
2008
|
|
2007
|
|
|
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Per Common Share
Data
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Asset
Value, beginning of period
|
|
$
|
24.77
|
|
|
$
|
24.51
|
|
|
$
|
20.22
|
|
|
$
|
10.78
|
|
|
$
|
27.25
|
|
|
$
|
23.70
|
|
Income
(Loss) from Investment Operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
investment income (loss)
(2)
|
|
|
(0.03
|
)
|
|
|
(0.12
|
)
|
|
|
(0.09
|
)
|
|
|
0.25
|
|
|
|
0.43
|
|
|
|
0.72
|
|
Net
realized and unrealized gain (loss) on investments and
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
interest rate swaps contracts
(2)
|
|
|
2.29
|
|
|
|
1.89
|
|
|
|
5.86
|
|
|
|
10.67
|
|
|
|
(15.14
|
)
|
|
|
4.47
|
|
Total income (loss) from investment operations
|
|
|
2.26
|
|
|
|
1.77
|
|
|
|
5.77
|
|
|
|
10.92
|
|
|
|
(14.71
|
)
|
|
|
5.19
|
|
Distributions to Preferred Stockholders
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
investment income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(0.12
|
)
|
Net
realized gain
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(0.07
|
)
|
Return
of capital
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(0.17
|
)
|
|
|
|
|
Total distributions to preferred stockholders
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(0.17
|
)
|
|
|
(0.19
|
)
|
Distributions to Common Stockholders
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
investment income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(0.90
|
)
|
Net
realized gain
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(0.10
|
)
|
|
|
(0.55
|
)
|
Return
of capital
|
|
|
(0.39
|
)
|
|
|
(1.51
|
)
|
|
|
(1.48
|
)
|
|
|
(1.48
|
)
|
|
|
(1.49
|
)
|
|
|
|
|
Total distributions to common stockholders
|
|
|
(0.39
|
)
|
|
|
(1.51
|
)
|
|
|
(1.48
|
)
|
|
|
(1.48
|
)
|
|
|
(1.59
|
)
|
|
|
(1.45
|
)
|
Net
Asset Value, end of period
|
|
$
|
26.64
|
|
|
$
|
24.77
|
|
|
$
|
24.51
|
|
|
$
|
20.22
|
|
|
$
|
10.78
|
|
|
$
|
27.25
|
|
Per
common share market value, end of period
|
|
$
|
25.94
|
|
|
$
|
24.05
|
|
|
$
|
24.44
|
|
|
$
|
19.49
|
|
|
$
|
9.25
|
|
|
$
|
23.10
|
|
Total Investment Return Based
on
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Market
Value
(3)
|
|
|
9.49
|
%
|
|
|
4.77
|
%
|
|
|
33.62
|
%
|
|
|
131.66
|
%
|
|
|
(55.98
|
)%
|
|
|
9.28
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental Data
and Ratios
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net assets applicable
to common stockholders,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
end of
period (000s)
|
|
$
|
167,697
|
|
|
$
|
155,942
|
|
|
$
|
154,289
|
|
|
$
|
126,609
|
|
|
$
|
49,716
|
|
|
$
|
125,702
|
|
Average
net assets (000s)
|
|
$
|
163,463
|
|
|
$
|
157,410
|
|
|
$
|
141,986
|
|
|
$
|
80,041
|
|
|
$
|
113,045
|
|
|
$
|
125,379
|
|
Ratio of Expenses to Average Net Assets
(4)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Advisory fees
|
|
|
1.34
|
%
|
|
|
1.28
|
%
|
|
|
1.19
|
%
|
|
|
1.13
|
%
|
|
|
1.50
|
%
|
|
|
1.45
|
%
|
Other
expenses
|
|
|
0.33
|
|
|
|
0.32
|
|
|
|
0.38
|
|
|
|
1.01
|
|
|
|
0.48
|
|
|
|
0.40
|
|
Expense reimbursement
|
|
|
(0.02
|
)
|
|
|
(0.07
|
)
|
|
|
(0.12
|
)
|
|
|
(0.12
|
)
|
|
|
(0.23
|
)
|
|
|
(0.29
|
)
|
Subtotal
|
|
|
1.65
|
|
|
|
1.53
|
|
|
|
1.45
|
|
|
|
2.02
|
|
|
|
1.75
|
|
|
|
1.56
|
|
Leverage expenses
(5)
|
|
|
0.23
|
|
|
|
0.47
|
|
|
|
0.75
|
|
|
|
1.17
|
|
|
|
3.71
|
|
|
|
2.01
|
|
Income
tax expense (benefit)
(6)
|
|
|
20.65
|
|
|
|
4.30
|
|
|
|
13.10
|
|
|
|
(4.70
|
)
|
|
|
0.06
|
|
|
|
0.02
|
|
Total expenses
|
|
|
22.53
|
%
|
|
|
6.30
|
%
|
|
|
15.30
|
%
|
|
|
(1.51
|
)%
|
|
|
5.52
|
%
|
|
|
3.59
|
%
|
See accompanying Notes to
Financial Statements.
10
Tortoise North American Energy Corp.
Financial Highlights
(Continued)
|
|
|
Period from
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 1, 2011
|
|
Year Ended
|
|
Year Ended
|
|
Year Ended
|
|
Year Ended
|
|
Year Ended
|
|
|
through
|
|
November 30,
|
|
November 30,
|
|
November 30,
|
|
November 30,
|
|
November 30,
|
|
|
February 29,
2012
|
|
2011
|
|
2010
|
|
2009
|
|
2008
|
|
2007
|
|
|
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratio of net investment income (loss) to average net
assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
before expense
reimbursement
(4)(5)
|
|
|
(0.47
|
)%
|
|
|
|
(0.54
|
)%
|
|
|
(0.50
|
)%
|
|
|
1.82
|
%
|
|
|
1.51
|
%
|
|
|
2.37
|
%
|
Ratio of net
investment income (loss) to average net assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
after expense
reimbursement
(4)(5)
|
|
|
(0.45
|
)%
|
|
|
|
(0.47
|
)%
|
|
|
(0.38
|
)%
|
|
|
1.94
|
%
|
|
|
1.74
|
%
|
|
|
2.66
|
%
|
Portfolio turnover rate
|
|
|
4.87
|
%
|
|
|
|
27.34
|
%
|
|
|
27.89
|
%
|
|
|
41.90
|
%
|
|
|
36.69
|
%
|
|
|
16.06
|
%
|
Short-term
borrowings, end of period (000s)
|
|
$
|
30,300
|
|
|
|
$
|
31,300
|
|
|
$
|
10,400
|
|
|
$
|
5,900
|
|
|
|
|
|
|
$
|
9,600
|
|
Long-term debt obligations, end of period (000s)
|
|
|
|
|
|
|
|
|
|
|
$
|
15,000
|
|
|
$
|
15,000
|
|
|
$
|
15,000
|
|
|
$
|
40,000
|
|
Preferred stock,
end of period (000s)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
10,000
|
|
|
$
|
15,000
|
|
Per common share amount of long-term debt obligations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
outstanding, end of period
|
|
|
|
|
|
|
|
|
|
|
$
|
2.38
|
|
|
$
|
2.40
|
|
|
$
|
3.25
|
|
|
$
|
8.67
|
|
Per common share
amount of net assets, excluding long-term
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
debt obligations, end of period
|
|
$
|
26.64
|
|
|
|
$
|
24.77
|
|
|
$
|
26.89
|
|
|
$
|
22.61
|
|
|
$
|
14.03
|
|
|
$
|
35.92
|
|
Asset coverage, per $1,000 of principal amount of
long-term
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
debt obligations and short-term
borrowings
(7)
|
|
$
|
6,535
|
|
|
|
$
|
5,982
|
|
|
$
|
7,074
|
|
|
$
|
7,058
|
|
|
$
|
4,981
|
|
|
$
|
3,837
|
|
Asset coverage
ratio of long-term debt obligations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
and short-term
borrowings
(7)
|
|
|
653
|
%
|
|
|
|
598
|
%
|
|
|
707
|
%
|
|
|
706
|
%
|
|
|
498
|
%
|
|
|
384
|
%
|
Asset coverage, per $25,000 liquidation value per share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
of preferred stock
(8)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
74,716
|
|
|
$
|
73,646
|
|
Asset coverage
ratio of preferred stock
(8)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
299
|
%
|
|
|
295
|
%
|
(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, 2010, 2009, 2008, and 2007 do
not reflect the change in estimate of investment income and return of
capital, for the respective year. See Note 2F to the financial statements
for further disclosure.
|
(3)
|
Not
annualized. Total investment return is calculated assuming a purchase of
common stock at the beginning of the year and a sale at the closing price
on the last day of the year reported (excluding broker commissions). The
calculation also assumes reinvestment of distributions at actual prices
pursuant to the Companys dividend reinvestment plan.
|
(4)
|
Annualized for
periods less than one full year.
|
(5)
|
The expense
ratios and net investment income (loss) ratios do not reflect the effect
of distributions to preferred stockholders.
|
(6)
|
For the period
from December 1, 2011 through February 29, 2012 and the years ended
November 30, 2011 and 2010, the Company accrued $8,395,324, $6,732,194 and
$18,559,864, respectively, in net deferred income tax expense. For the
year ended November 30, 2009, the Company accrued $3,732,366 in net
deferred income tax benefit, which included $5,488,509 of deferred income
tax benefit for the timing differences at December 1, 2008 when the
Company converted to a taxable corporation. The Company accrued $44,786,
$39,097, $(28,837), $68,509 and $22,447 for the years ended November 30,
2011, 2010, 2009, 2008 and 2007, respectively, for current and foreign tax
(benefit) expense.
|
(7)
|
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.
|
(8)
|
Represents
value of total assets less all liabilities and indebtedness not
represented by long-term debt obligations, short-term borrowings and
preferred stock at the end of the period divided by long-term debt
obligations, short-term borrowings and preferred stock outstanding at the
end of the period.
|
See accompanying Notes to
Financial Statements.
2012 1st Quarter Report
11
Notes
to Financial Statements
(Unaudited)
February 29, 2012
|
1. Organization
Tortoise North American Energy
Corporation (the Company) was organized as a Maryland corporation on January
13, 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 distribution income paid to stockholders. The Company seeks to
provide its stockholders with a vehicle to invest in a portfolio consisting
primarily of publicly traded U.S. master limited partnerships (MLPs),
including oil and gas exploitation, energy infrastructure and energy shipping
companies. The Company commenced operations on October 31, 2005. The Companys
stock is listed on the New York Stock Exchange under the symbol
TYN.
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 and 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.
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.
The Company generally values its
interest rate swap contracts using industry-accepted models which discount the
estimated future cash flows based on the stated terms of the interest rate swap
agreement by using interest rates currently available in the market, or based on
dealer quotations, if available.
C. Foreign Currency
Translation
For foreign currency, investments in
foreign securities, and other assets and liabilities denominated in a foreign
currency, the Company translates these amounts into U.S. dollars on the
following basis:
|
(1)
|
|
market
value of investment securities, assets and liabilities at the current rate
of exchange on the valuation date and
|
|
|
|
|
|
(2)
|
|
purchases and sales of investment securities, income and expenses
at the relevant rates of exchange on the respective dates of such
transactions.
|
The Company does not isolate that
portion of gains and losses on investments that is due to changes in the foreign
exchange rates from that which is due to changes in market prices of equity
securities.
D. Foreign Withholding
Taxes
The Company may be subject to taxes
imposed by countries in which it invests with respect to its investment in
issuers existing or operating in such countries. Such taxes are generally based
on income earned. The Company accrues such taxes when the related income is
earned.
E. 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 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
to February 29, 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 has estimated
approximately 11 percent as investment income and approximately 89 percent
return of capital.
F. 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 (if any) following such distribution. The character of
distributions to stockholders made during the year may differ from their
12
Tortoise North American Energy
Corp.
Notes
to Financial Statements
(Unaudited)
(Continued)
|
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, 2011 and
the period ended February 29, 2012 was 100 percent return of capital. For tax
purposes, the Companys distributions for the year ended November 30, 2011 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, 2012.
G. Federal Income
Taxation
From the Companys inception through
November 30, 2008, the Company qualified as a regulated investment company
(RIC) under the U.S. Internal Revenue Code of 1986, as amended (the Code).
Effective December 1, 2008, the Company is treated as a taxable corporation for
federal and state income tax purposes. 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; however, the Company anticipates a marginal effective rate of 34
percent due to expectations of the level of taxable income relative to the
federal graduated tax rates, including the tax rate anticipated when temporary
differences reverse. The Company may be subject to a 20 percent federal
alternative minimum tax on its federal alternative minimum taxable income to the
extent that its alternative minimum tax exceeds its regular federal income
tax.
The Company invests 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.
H. 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. Debt issuance costs related to long-term debt
obligations are capitalized and amortized over the period the debt is
outstanding.
I. Derivative Financial
Instruments
The Company uses derivative financial
instruments (principally interest rate swap and forward foreign currency
contracts) to manage interest rate and currency risks. 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. Cash settlements under the terms of the interest rate swap and
forward foreign currency contracts and termination of such contracts are
recorded as realized gains or losses in the accompanying Statement of
Operations.
J. Indemnifications
Under the Companys organizational
documents, its officers and directors are indemnified against certain
liabilities arising out of the performance of their duties to the Company. In
addition, in the normal course of business, the Company may enter into contracts
that provide general indemnification to other parties. The Companys maximum
exposure under these arrangements is unknown, as this would involve future
claims that may be made against the Company that have not yet occurred, and may
not occur. However, the Company has not had prior claims or losses pursuant to
these contracts and expects the risk of loss to be remote.
K. Recent Accounting
Pronouncement
In May 2011, the FASB issued ASU No.
2011-04 Amendments to Achieve Common Fair Value Measurement and Disclosure
Requirements in GAAP and the International Financial Reporting Standards
(IFRSs). ASU No. 2011-04 amends FASB ASC Topic 820, Fair Value Measurements
and Disclosures, to establish common requirements for measuring fair value and
for disclosing information about fair value measurements in accordance with GAAP
and IFRSs. ASU No. 2011-04 is effective for fiscal years beginning after
December 15, 2011 and for interim periods within those fiscal years. Management
is currently evaluating the impact of these amendments, but currently does not
believe they will have a material impact on the Companys financial
statements.
3. Concentration of
Risk
Under normal conditions, the Company
will have at least 80 percent of its total assets in equity securities of
companies in the energy sector with their primary operations in North America
(Energy Companies). Energy Companies include companies that derive more than
50 percent of their revenues from transporting, processing, storing,
distributing or marketing natural gas, natural gas liquids, electricity, coal,
crude oil or refined petroleum products, or exploring, developing, managing or
producing such commodities. The Company may invest up to 50 percent of its total
assets in restricted securities. In determining application of these policies,
the term total assets includes assets obtained through leverage. Companies
that primarily invest in a particular sector may experience greater volatility
than companies investing in a broad range of industry sectors. The Company may,
for defensive purposes, temporarily invest all or a significant portion of its
assets in investment grade securities, short-term debt securities and cash or
cash equivalents. To the extent the Company uses this strategy, it may not
achieve its investment objective.
4. Agreements
The Company has entered into an
Investment Advisory Agreement with Tortoise Capital Advisors, L.L.C. (the
Adviser). Under the terms of the agreement, the Company pays the Adviser a fee
equal to an annual rate of 1.00 percent of the Companys average monthly total
assets (including any assets attributable to leverage) minus accrued liabilities
(other than debt entered into for purposes of leverage and the aggregate
liquidation preference of outstanding preferred stock, if any) (Managed
Assets), in exchange for the investment advisory services provided. The Adviser
waived fees in an amount equal to an annual rate of 0.05 percent of the
Companys average monthly Managed Assets from January 1, 2011 through December
31, 2011.
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.
2012 1st Quarter
Report
13
Notes
to Financial Statements
(Unaudited)
(Continued)
|
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 custodian
of the Companys cash and investment securities. 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 February 29, 2012, are as
follows:
Deferred tax
assets:
|
|
|
|
Net
operating loss carryforwards
|
|
$
|
5,852,103
|
Capital loss carryforwards
|
|
|
4,969,931
|
Alternative minimum tax credit
|
|
|
30,000
|
Organization costs
|
|
|
45,649
|
State
of Kansas credit
|
|
|
4,055
|
|
|
|
10,901,738
|
Deferred tax
liabilities:
|
|
|
|
Basis reduction of investment in
MLPs
|
|
|
6,642,622
|
Net unrealized gains on investment
securities
|
|
|
32,564,344
|
|
|
|
39,206,966
|
Total net deferred tax
liability
|
|
$
|
28,305,228
|
At February 29, 2012, 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 of the appropriate character.
Any adjustments to the Companys estimates of future taxable income will be made
in the period such determination is made. The Companys policy is to record
interest and penalties on uncertain tax positions as part of tax expense. As of
February 29, 2012, the Company had no uncertain tax positions and no penalties
and interest were accrued. Tax years subsequent to the year ending November 30,
2006 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 34 percent to net investment loss and net realized
and unrealized gains on investments for the period ended February 29, 2012, as
follows:
Application of
statutory income tax rate
|
|
$
|
7,675,209
|
State income taxes, net of
federal tax benefit
|
|
|
720,115
|
Total income tax
expense
|
|
$
|
8,395,324
|
Total income taxes are computed by
applying the federal statutory rate plus a blended state income tax rate.
For the period from December 1, 2011
through February 29, 2012, the components of income tax expense include deferred
federal and state income tax expense (net of federal tax benefit) of $7,675,209
and $720,115, respectively.
The Company acquired all of the net
assets of Tortoise Gas and Oil Corporation (TGO) on September 14, 2009 in a
tax-free reorganization under Section 368(a)(1) (C) of the Internal Revenue
Code. As of November 30, 2011, the Company had a net operating loss for federal
income tax purposes of approximately $10,989,000. This
includes a net operating loss of $7,935,000 from TGO. The
net operating loss may be carried forward for 20 years. If not utilized, this
net operating loss will expire as follows: $2,677,000, $5,258,000, $807,000 and
$2,247,000 in the years ending November 30, 2027, 2028, 2029 and 2030,
respectively. Utilization of the net operating loss from TGO is further subject
to Section 382 limitations of the Internal Revenue Code, which limit tax
attributes subsequent to ownership changes.
As of November 30, 2011, the Company
had a capital loss carryforward of approximately $15,000,000 which may be
carried forward for 5 years. This amount includes a capital loss of $2,700,000
from TGO. If not utilized, the capital loss will expire as follows: $1,500,000,
$5,500,000 and $8,000,000 in the years ending November 30, 2012, 2013 and 2014,
respectively. The amount of deferred tax asset for these items at February 29,
2012 also includes amounts for the period from December 1, 2011 through February
29, 2012. For corporations, capital losses can only be used to offset capital
gains and cannot be used to offset ordinary income. As of November 30, 2011, an
alternative minimum tax credit of $30,000 was available, which may be credited
in the future against regular income tax. This credit may be carried forward
indefinitely.
As of February 29, 2012, the
aggregate cost of securities for federal income tax purposes was $123,701,762.
The aggregate gross unrealized appreciation for all securities in which there
was an excess of fair value over tax cost was $106,098,079, the aggregate gross
unrealized depreciation for all securities in which there was an excess of tax
cost over fair value was $4,325 and the net unrealized appreciation was
$106,093,754.
6. Fair Value of Financial
Instruments
Various inputs are used in
determining the value of the Companys investments. These inputs are summarized
in the three broad levels listed below:
|
Level 1
|
quoted prices in
active markets for identical investments
|
|
|
|
|
Level 2
|
other
significant observable inputs (including quoted prices for similar
investments, market corroborated inputs, etc.)
|
|
|
|
|
Level 3
|
significant unobservable inputs (including the Company’s own assumptions in determining the fair value of investments)
|
The inputs or methodology used for
valuing securities are not necessarily an indication of the risk associated with
investing in those securities.
The following table provides the fair
value measurements of applicable Company assets by level within the fair value
hierarchy as of February 29, 2012. These assets are measured on a recurring
basis.
|
|
Fair Value at
|
|
|
|
|
|
|
|
|
|
Description
|
|
February
29, 2012
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity Securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
Stock
(a)
|
|
|
$
|
6,881,156
|
|
|
$
|
6,881,156
|
|
$
|
|
|
$
|
|
Master Limited
Partnerships
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
and Related Companies
(a)
|
|
|
|
222,542,183
|
|
|
|
222,542,183
|
|
|
|
|
|
|
Total Equity
Securities
|
|
|
|
229,423,339
|
|
|
|
229,423,339
|
|
|
|
|
|
|
Other:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-Term
Investment
(b)
|
|
|
|
372,177
|
|
|
|
372,177
|
|
|
|
|
|
|
Total Assets
|
|
|
$
|
229,795,516
|
|
|
$
|
229,795,516
|
|
$
|
|
|
$
|
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest Rate Swap
Contracts
|
|
|
$
|
698,209
|
|
|
$
|
|
|
$
|
698,209
|
|
$
|
|
(a)
|
All other industry classifications are identified in the Schedule
of Investments.
|
(b)
|
Short-term investment is
a sweep investment for cash balances in the Company at February 29,
2012.
|
14
Tortoise North American Energy Corp.
Notes
to Financial Statements
(Unaudited)
(Continued)
|
|
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.
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.
Interest rate swap contracts are
valued by using industry-accepted models which discount the estimated future
cash flows based on a forward rate curve and the stated terms of the interest
rate swap agreement by using interest rates currently available in the market,
or based on dealer quotations, if available, which applies to the Companys
Level 2 liabilities.
The Company utilizes the beginning of
reporting period method for determining transfers between levels. For the period
from December 1, 2011 through February 29, 2012, Teekay Offshore Partners, L.P.
common units in the amount of $1,371,505 were transferred from Level 2 to Level
1 when they converted into registered units and quoted prices in active markets
were available. There were no other transfers between levels.
7. Investment
Transactions
For the period from December 1, 2011
through February 29, 2012, the Company purchased (at cost) and sold securities
(proceeds received) in the amount of $11,950,764 and $10,666,556 (excluding
short-term debt securities), respectively.
8. Credit Facility
On June 15, 2011, the Company entered
into a 270-day rolling evergreen margin loan facility with Bank of America, N.A.
The terms of the agreement provide for a $40,000,000 facility that is secured by
certain of the Companys assets. Outstanding balances generally will accrue
interest at a variable rate equal to one-month LIBOR plus 0.85 percent and
unused portions of the facility will accrue a fee equal to an annual rate of
0.25 percent.
The average principal balance and
interest rate for the period during which the margin loan facility was utilized
during the period from December 1, 2011 through February 29, 2012 was
approximately $31,200,000 and 1.12 percent, respectively. At February 29, 2012,
the principal balance outstanding was $30,300,000 at an interest rate of 1.09
percent.
Under the terms of the margin loan
facility, the Company must maintain asset coverage required under the 1940 Act.
If the Company fails to maintain the required coverage, it may be required to
repay a portion of an outstanding balance until the coverage requirement has
been met. At February 29, 2012, the Company was in compliance with the terms of
the margin loan facility.
9. Interest Rate Swap
Contracts
The Company has entered into interest
rate swap contracts in an attempt to protect itself from increasing interest
expense on its leverage resulting from increasing short-term interest rates. A
decline in interest rates may result in a decline in the value of the swap
contracts, which may result in a decline in the net assets of the Company. At
the time the interest rate swap contracts reach their scheduled termination,
there is a risk that the Company would not be able to obtain a replacement
transaction, or that the terms of the replacement would not be as favorable as
on the expiring transaction. In addition, if the Company is required to
terminate any swap contract early due to the Company failing to maintain a
required 300 percent asset coverage of the liquidation value of the outstanding
debt, then the Company could be required to make a termination payment, in
addition to redeeming all or some of the debt. Details of the interest rate swap
contracts outstanding as of February 29, 2012, are as follows:
|
|
|
|
|
|
|
Fixed Rate
|
|
Floating Rate
|
|
|
|
|
|
|
|
|
Maturity
|
|
Notional
|
|
Paid by the
|
|
Received by
|
|
Liability
|
Counterparty
|
|
Date
|
|
Amount
|
|
Company
|
|
the Company
|
|
Derivatives
|
The Bank of Nova
Scotia
|
|
09/02/2014
|
|
$
|
5,000,000
|
|
0.654%
|
|
1-month U.S. Dollar LIBOR
|
|
|
$
|
(25,683
|
)
|
|
The Bank of Nova
Scotia
|
|
09/02/2016
|
|
|
5,000,000
|
|
1.258%
|
|
1-month U.S.
Dollar LIBOR
|
|
|
|
(86,523
|
)
|
|
The Bank of Nova
Scotia
|
|
09/02/2018
|
|
|
5,000,000
|
|
1.815%
|
|
1-month U.S. Dollar LIBOR
|
|
|
|
(143,517
|
)
|
|
The Bank of Nova
Scotia
|
|
09/02/2021
|
|
|
10,000,000
|
|
2.381%
|
|
1-month U.S.
Dollar LIBOR
|
|
|
|
(442,486
|
)
|
|
|
|
|
|
$
|
25,000,000
|
|
|
|
|
|
|
$
|
(698,209
|
)
|
|
The Company is exposed to credit risk
on the interest rate swap contracts if the counterparty should fail to perform
under the terms of the interest rate swap contracts. The amount of credit risk
is limited to the net appreciation of the interest rate swap contracts, if any,
as no collateral is pledged by the counterparty. In addition, if the
counterparty to the interest rate swap contracts defaults, the Company would
incur a loss in the amount of the receivable and would not receive amounts due
from the counterparty to offset the interest payments on the Companys
leverage.
The change in unrealized depreciation
of interest rate swap contracts in the amount of $297,643 is included in the
Statement of Operations for the period ended February 29, 2012. Cash settlement
payments under the terms of the interest rate swap contracts in the amount of
$91,176 are recorded as realized losses for the period ended February 29, 2012.
The total notional amount of all open swap agreements at February 29, 2012 is
indicative of the volume of this derivative type for the period ended February
29, 2012.
10. Common Stock
The Company has 100,000,000 shares of
capital stock authorized and 6,295,750 shares outstanding at February 29, 2012
and November 30, 2011.
11. Subsequent
Events
On March 1, 2012, the Company paid a
distribution in the amount of $0.385 per common share, for a total of
$2,423,864. Of this total, the dividend reinvestment amounted to
$146,242.
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.
2012 1st Quarter
Report
15
Additional Information
(Unaudited)
|
|
Director and Officer
Compensation
The Company does not
compensate any of its directors who are interested persons, as defined in
Section 2(a)(19) of the 1940 Act, nor any of its officers. For the period ended
February 29, 2012, the aggregate compensation paid by the Company to the
independent directors was $17,250. 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 stocks 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, 2011 is 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 submitted to the
New York Stock Exchange the annual CEO certification as required by Section
303A.12(a) of the NYSE Listed Company Manual.
The Company has filed with the SEC,
as an exhibit to its most recently filed Form N-CSR, the certification of its
Chief Executive Officer and Chief Financial Officer required by Section 302 of
the Sarbanes-Oxley Act.
Privacy Policy
In order to conduct its business, the Company collects
and maintains certain nonpublic personal information about its stockholders of
record with respect to their transactions in shares of the Companys securities.
This information includes the stockholders address, tax identification or
Social Security number, share balances, and dividend elections. We do not
collect or maintain personal information about stockholders whose share balances
of our securities are held in street name by a financial institution such as a
bank or broker.
We do not disclose any nonpublic
personal information about you, the Companys other stockholders or the
Companys former stockholders to third parties unless necessary to process a
transaction, service an account, or as otherwise permitted by law.
To protect your personal information
internally, we restrict access to nonpublic personal information about the
Companys stockholders to those employees who need to know that information to
provide services to our stockholders. We also maintain certain other safeguards
to protect your nonpublic personal information.
16
Tortoise North American Energy
Corp.
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.
H. Kevin
Birzer
Zachary A. Hamel
Kenneth P. Malvey
Terry Matlack
David
J. Schulte
Board
of Directors of
Tortoise North American Energy
Corp.
H.
Kevin Birzer, Chairman
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: TYN
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
|
$1,683
|
|
Tortoise Pipeline
&
Energy Fund, Inc.
|
|
Pipeline
Equity
|
$339
|
|
|
Tortoise
Energy
Capital Corp.
|
|
Midstream
Equity
|
$863
|
|
Tortoise Power and
Energy Infrastructure
Fund,
Inc.
|
|
Power & Energy Infrastructure
Debt & Dividend
Paying Equity
|
$217
|
|
|
Tortoise MLP
Fund,
Inc.
|
|
Natural Gas
Equity
|
$1,667
|
|
|
|
|
|
|
|
Tortoise North
American Energy Corp.
|
|
Midstream/Upstream Equity
|
$224
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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