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 90 MLPs in the market 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.
Dear Fellow Stockholders,
Following some weakness in December, the calendar year
kicked off with a broad-based rally as most equity markets around the world
responded favorably to Washingtons successful avoidance of the fiscal cliff.
Bullish economic data in the U.S. housing market, strong corporate earnings,
continued low interest rates and an uptick in manufacturing further bolstered
investor confidence. Momentum continued throughout the quarter, with the markets
largely ignoring a second potential cliff sequestration which resulted from
ongoing political gridlock in our nations capital.
Likewise, our fiscal quarter ended
Feb. 28, 2013 was a strong one for midstream MLPs, which continued to
demonstrate the resiliency of underlying fundamentals and benefit from
increasing North American energy production. Upstream MLPs trailed the
performance of midstream MLPs during the quarter, yet contributed to positive
absolute returns and outpaced their previous fiscal years
performance.
Master Limited
Partnership Sector Review
The Tortoise MLP Index
®
had a total
return of 10.6 percent during our first fiscal quarter, with the bulk of the
performance delivered in January as MLPs rebounded due to greater clarity as the
fiscal cliff was averted. Reversing last years relative underperformance, MLPs
outperformed the S&P 500 Index
®
, which gained 7.6 percent in total return
for the same period. The Tortoise Midstream MLP Index
®
returned 10.9 percent
during the fiscal quarter, two times that of the Tortoise Upstream MLP Index
®
total return of 5.3 percent, reflecting the stronger performance of pipeline
MLPs relative to more commodity-sensitive MLPs. While this positive performance
resulted in a nearly one percent decrease in yield during the quarter for the
sector as a whole, we continue to believe MLPs remain attractive for their
combination of current income and growth potential.
The dramatic change taking place in
North American energy production continues to be a significant driver of growth
for midstream and upstream MLPs. U.S. crude oil production is increasingly
displacing imports, with production up 40 percent since 2008, as noted by the
IHS, a global provider of market and economic information. According to the U.S.
Energy Information Administration, the U.S. is expected to produce 7.3 million
barrels per day in 2013, up from 6.5 million in 2012. This vigorous activity
continues to spur aggressive pipeline infrastructure build-out. We project
nearly $45 billion will be invested in pipeline MLP projects in three years
through 2014.
Capital markets remained very active
and supportive, as MLPs raised approximately $9.2 billion in equity and $10.0
billion in debt in the first fiscal quarter, including the launch of five new
MLP initial public
offerings. Merger and
acquisition (M&A) activity also has been healthy. Following the more than
$38 billion in aggregate MLP M&A deals in 2012, a total of $14.7 billion in
MLP transactions was announced during the fiscal quarter. The largest of the
first-quarter deals was Kinder Morgan Energy Partners $5 billion pending
acquisition of Copano Energy, L.L.C., a gathering and processing MLP. The
transactions healthy premium drove further M&A speculation in the gathering
and processing sector during the quarter.
Fund Performance
Review
Our total assets increased from
$226.0 million on Nov. 30, 2012, to $244.7 million on Feb. 28, 2013, resulting
primarily from market appreciation of our investments. Our market-based total
return to stockholders for our first fiscal quarter was 13.8 percent and our
NAV-based total return was 8.4 percent per share (both including the
reinvestment of distributions). The difference between our market value total
return as compared to our NAV total return reflected the increase in our stock
price to a market premium over our NAV during the period.
During the quarter, our asset
performance was driven by our exposure to gathering and processing MLPs, which
benefitted from the aforementioned M&A activity and sector speculation as
well as higher natural gas liquids volumes. Our investments in refined products
pipeline MLPs added to performance, with their success attributable to an
inflation escalator and stable demand. While natural gas pipeline MLPs
positively influenced our performance, they continue to face some challenges for
distribution growth in the near term, with a positive overall long-term outlook
driven by developing demand for newfound supply. Additionally, our holdings in
upstream MLPs underperformed as a result of investor uncertainty around the
post-election fiscal environment.
We completed direct placement
investments in Inergy Midstream, L.P. and Rose Rock Midstream, L.P., which
together totaled $1.1 million. Inergy Midstream is a natural gas storage and
transportation business acquiring logistical assets in the Bakken, while Rose
Rock Midstream is a crude oil gathering, transportation and storage business
that is acquiring an interest in a pipeline linking the Niobrara shale in the
Rockies to Cushing, Okla.
We paid a distribution of $0.395 per
common share ($1.58 annualized) to our stockholders on March 1, 2013, an
increase of 0.6 percent quarter over quarter and of 2.6 percent year over year.
This distribution represented an annualized yield of 5.6 percent based on our
fiscal quarter closing price of $28.12. Our distribution payout coverage
(distributable cash flow divided by distributions) for the
(Unaudited)
|
|
|
2013 1st Quarter
Report
1
|
fiscal quarter was 109.0 percent,
reflective of our emphasis on sustainability. We will provide expectations for
the tax characterization of our 2013 distributions later in the year. A final
determination of the characterization will be made in January 2014.
We ended the first fiscal quarter
with leverage (bank debt) at 13.2 percent of total assets, below our long-term
target of 20 percent. This provides us flexibility in managing the portfolio
across market cycles and allows us to add leverage when compelling opportunities
arise. As of Feb. 28, 2013, our leverage, which included the impact of interest
rate swaps, had a weighted average maturity of 4.4 years and a weighted average
cost of 2.27 percent, with more than 77 percent at fixed rates.
Additional information about our
financial performance is available in the Key Financial Data and Managements
Discussion sections of this report.
Conclusion
Please join us for our annual
stockholders meeting on May 30, 2013 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 the closed-end fund section of our Web
site at www.tortoiseadvisors.com. We have recently redesigned the site to better
serve you, and we welcome your feedback about its new features and
functionality.
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
|
P. Bradley
Adams
|
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 a sub-index of the Tortoise MLP Index
®
, comprised of all constituents
included in the Coal and Oil & Gas Production sub sectors. 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 North American Energy 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
|
|
|
|
Q1
(1)
|
|
Q2
(1)
|
|
Q3
(1)
|
|
Q4
(1)
|
|
Q1
(1)
|
|
Total Income from Investments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Distributions received
from
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
master limited partnerships
|
|
$
|
3,069
|
|
$
|
3,086
|
|
$
|
3,221
|
|
$
|
3,257
|
|
$
|
3,298
|
|
Dividends paid in
stock
|
|
|
201
|
|
|
211
|
|
|
218
|
|
|
241
|
|
|
250
|
|
Dividends from common stock
|
|
|
150
|
|
|
151
|
|
|
87
|
|
|
79
|
|
|
53
|
|
Interest and dividend
income
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
|
|
|
Total from investments
|
|
|
3,420
|
|
|
3,448
|
|
|
3,526
|
|
|
3,578
|
|
|
3,601
|
|
Operating Expenses
Before
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Leverage Costs and Current
Taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Advisory fees, net of fees waived
|
|
|
535
|
|
|
549
|
|
|
535
|
|
|
559
|
|
|
570
|
|
Other operating
expenses
|
|
|
134
|
|
|
129
|
|
|
119
|
|
|
111
|
|
|
129
|
|
|
|
|
669
|
|
|
678
|
|
|
654
|
|
|
670
|
|
|
699
|
|
Distributable cash flow before
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
leverage costs and current taxes
|
|
|
2,751
|
|
|
2,770
|
|
|
2,872
|
|
|
2,908
|
|
|
2,902
|
|
Leverage costs
(2)
|
|
|
184
|
|
|
189
|
|
|
190
|
|
|
190
|
|
|
189
|
|
Current income tax
expense
(3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Distributable Cash Flow
(4)
|
|
$
|
2,567
|
|
$
|
2,581
|
|
$
|
2,682
|
|
$
|
2,718
|
|
$
|
2,713
|
|
As a percent of average total
assets
(5)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
from investments
|
|
|
6.26
|
%
|
|
6.22
|
%
|
|
6.51
|
%
|
|
6.33
|
%
|
|
6.24
|
%
|
Operating expenses before
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
leverage costs and current taxes
|
|
|
1.22
|
%
|
|
1.22
|
%
|
|
1.21
|
%
|
|
1.19
|
%
|
|
1.21
|
%
|
Distributable cash flow
before
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
leverage costs and current taxes
|
|
|
5.04
|
%
|
|
5.00
|
%
|
|
5.30
|
%
|
|
5.14
|
%
|
|
5.03
|
%
|
As a percent of average net
assets
(5)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
from investments
|
|
|
8.41
|
%
|
|
8.52
|
%
|
|
8.97
|
%
|
|
8.86
|
%
|
|
8.83
|
%
|
Operating expenses before
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
leverage costs and current taxes
|
|
|
1.65
|
%
|
|
1.68
|
%
|
|
1.66
|
%
|
|
1.66
|
%
|
|
1.71
|
%
|
Leverage costs and current taxes
|
|
|
0.45
|
%
|
|
0.47
|
%
|
|
0.48
|
%
|
|
0.47
|
%
|
|
0.46
|
%
|
Distributable cash
flow
|
|
|
6.31
|
%
|
|
6.37
|
%
|
|
6.83
|
%
|
|
6.73
|
%
|
|
6.66
|
%
|
|
Selected Financial Information
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Distributions
paid on common stock
|
|
$
|
2,424
|
|
$
|
2,440
|
|
$
|
2,455
|
|
$
|
2,473
|
|
$
|
2,489
|
|
Distributions paid on common
stock per share
|
|
0.3850
|
|
0.3875
|
|
0.3900
|
|
0.3925
|
|
0.3950
|
|
Distribution
coverage percentage for period
(6)
|
|
|
105.9
|
%
|
|
105.8
|
%
|
|
109.2
|
%
|
|
109.9
|
%
|
|
109.0
|
%
|
Net realized gain, net of income
taxes, for the period
|
|
|
1,500
|
|
|
495
|
|
|
2,791
|
|
|
7,239
|
|
|
1,513
|
|
Total assets,
end of period
|
|
229,941
|
|
202,720
|
|
224,011
|
|
225,988
|
|
244,726
|
|
Average total assets during
period
(7)
|
|
219,892
|
|
220,486
|
|
215,393
|
|
227,259
|
|
234,107
|
|
Leverage
(8)
|
|
30,300
|
|
30,000
|
|
31,000
|
|
34,800
|
|
32,400
|
|
Leverage as a percent of total
assets
|
|
|
13.2
|
%
|
|
14.8
|
%
|
|
13.8
|
%
|
|
15.4
|
%
|
|
13.2
|
%
|
Net unrealized
appreciation, end of period
|
|
67,223
|
|
51,876
|
|
62,950
|
|
58,204
|
|
70,500
|
|
Net assets, end of
period
|
|
167,697
|
|
149,643
|
|
160,792
|
|
160,717
|
|
171,777
|
|
Average net
assets during period
(9)
|
|
163,463
|
|
160,994
|
|
156,379
|
|
162,512
|
|
165,339
|
|
Net asset value per common
share
|
|
|
26.64
|
|
|
23.77
|
|
|
25.54
|
|
|
25.51
|
|
|
27.26
|
|
Market value per
common share
|
|
|
25.94
|
|
|
24.09
|
|
|
25.69
|
|
|
25.06
|
|
|
28.12
|
|
Shares outstanding
(actual)
|
|
6,295,750
|
|
6,295,750
|
|
6,295,750
|
|
6,301,191
|
|
6,301,191
|
|
(1)
|
Q1 is the period from
December through February. Q2 is the period from March through May. Q3 is
the period from June through August. Q4 is the period from September
through November.
|
(2)
|
Leverage costs include
interest expense, interest rate swap expenses and other recurring leverage
expenses.
|
(3)
|
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 and the value of paid-in-kind distributions; and decreased
by realized and unrealized gains (losses) on interest rate swap
settlements.
|
(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
short-term borrowings.
|
(9)
|
Computed by averaging
daily net assets within each period.
|
2013 1st 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 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 production 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
$18.7 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 2012, 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 during the
quarter and we increased our quarterly distribution to $0.395 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, 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 taxes paid on net investment income. A reconciliation of
Net Investment Loss, before Income Taxes to DCF is included below.
4
Tortoise North American Energy Corp.
Managements Discussion
(Unaudited)
(Continued)
|
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.
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 2013 was approximately $3.6 million. This
represents a 0.6 percent increase as compared to 4th quarter 2012 and an
increase of approximately 5.3 percent as compared to 1st quarter 2012. These
changes reflect increases in per share distribution rates on our MLP investments
and the distributions received from additional investments funded from leverage
proceeds.
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 1.21 percent of average total assets for the
1st quarter 2013 as compared to 1.22 percent for the 1st quarter 2012 and 1.19
percent for the 4th quarter 2012.
Advisory fees for the 1st quarter
2013 increased 2.0 percent from 4th quarter 2012 as a result of increased
average managed assets for the quarter as discussed above. Other operating
expenses increased approximately $18,000 as compared to 4th quarter 2012,
primarily due to increased professional and stockholder communication
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 $189,000 for the 1st quarter 2013, relatively unchanged as
compared to the 4th quarter 2012. Our average annualized total cost of leverage,
including interest rate swaps, was 2.27 percent as of February 28,
2013.
As indicated in Note 10 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 5.5
years at February 28, 2013. This swap arrangement effectively fixes the cost of
approximately 77 percent of our outstanding leverage as of February 28, 2013
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 2013, our DCF was
approximately $2.7 million, an increase of 5.7 percent as compared to 1st
quarter 2012 and a slight decrease as compared to 4th quarter 2012. The changes
are the net result of changes to distributions and expenses as outlined above.
We declared a distribution of $2.5 million, or $0.395 per share, during the
quarter. This represents an increase of $0.01 per share as compared to 1st
quarter 2012 and an increase of $0.0025 per share as compared to 4th quarter
2012.
Our distribution coverage ratio was
109.0 percent for 1st quarter 2013, an increase in the coverage ratio of 3.1
percent as compared to 1st quarter 2012 and a decrease of 0.9 percent as
compared to 4th quarter 2012. 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 1st quarter 2013 (in thousands):
|
|
1st Qtr
2013
|
Net Investment Loss, before Income Taxes
|
|
|
$
|
(414
|
)
|
|
Adjustments to
reconcile to DCF:
|
|
|
|
|
|
|
Dividends paid in stock
|
|
|
|
250
|
|
|
Distributions characterized as return of
capital
|
|
|
|
2,970
|
|
|
Interest rate swap expenses
|
|
|
|
(93
|
)
|
|
DCF
|
|
|
$
|
2,713
|
|
|
2013 1st Quarter
Report
5
Managements Discussion
(Unaudited)
(Continued)
|
Liquidity and Capital
Resources
We had total assets of $245 million
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 1st quarter
2013, total assets increased by approximately $18.7 million, primarily the
result of an $18.8 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).
Total leverage outstanding at
February 28, 2013 was $32.4 million, a decrease of $2.4 million as compared to
November 30, 2012. On an adjusted basis to reflect the timing of the payment of
our 1st quarter 2013 distribution, leverage was unchanged over the prior
quarter. Total leverage represented 13.2 percent of total assets at February 28,
2013, a decrease from 15.4 percent of total assets at November 30, 2012 and
unchanged from February 29, 2012. 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 9 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 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.
As of November 30, 2012, we had
approximately $6 million in capital loss carryforwards and $13 million in net
operating losses. To the extent we have taxable income in the future 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.
The unrealized gain or loss we have
in the portfolio is reflected in the Statement of Assets and Liabilities. At
February 28, 2013, our investments are valued at $244.6 million, with an
adjusted cost of $150.8 million. The $93.8 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 28, 2013, the balance sheet reflects a net deferred tax
liability of approximately $36.5 million or $5.79 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 North American Energy Corp.
Schedule of Investments
Februray 28,
2013
|
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
|
|
Fair Value
|
Master Limited
Partnerships and
|
|
|
|
|
|
|
Related Companies
140.0%
(1)
|
|
|
|
|
|
|
|
|
Crude/Refined
Products Pipelines 42.4%
(1)
|
|
|
|
|
United States
42.4%
(1)
|
|
|
|
|
|
|
Buckeye Partners,
L.P.
(2)
|
|
132,300
|
|
$
|
7,369,110
|
|
Enbridge Energy Partners,
L.P.
(2)
|
|
282,519
|
|
|
7,828,602
|
|
Holly Energy
Partners, L.P.
(2)
|
|
95,360
|
|
|
3,934,554
|
|
Magellan Midstream Partners,
L.P.
(2)
|
|
301,400
|
|
|
15,118,224
|
|
MPLX LP
|
|
69,272
|
|
|
2,264,502
|
|
NuStar Energy
L.P.
(2)
|
|
125,400
|
|
|
6,400,416
|
|
Oiltanking
Partners, L.P.
|
|
24,900
|
|
|
1,093,110
|
|
Plains All American Pipeline,
L.P.
(2)
|
|
282,700
|
|
|
15,477,825
|
|
Rose Rock
Midstream, L.P.
|
|
19,042
|
|
|
647,428
|
|
Sunoco Logistics Partners
L.P.
(2)
|
|
158,500
|
|
|
9,911,005
|
|
Tesoro Logistics
L.P.
(2)
|
|
57,800
|
|
|
2,884,220
|
|
|
|
|
|
|
72,928,996
|
|
Natural
Gas/Natural Gas Liquids Pipelines 59.6%
(1)
|
|
|
United States
59.6%
(1)
|
|
|
|
|
|
|
Boardwalk
Pipeline Partners, L.P.
(2)
|
|
151,612
|
|
|
4,025,299
|
|
El Paso Pipeline Partners,
L.P.
(2)
|
|
386,510
|
|
|
16,152,253
|
|
Energy Transfer
Equity, L.P.
(2)
|
|
110,400
|
|
|
5,872,176
|
|
Energy Transfer Partners,
L.P.
(2)
|
|
177,840
|
|
|
8,520,314
|
|
Enterprise
Products Partners L.P.
(2)(3)
|
|
293,700
|
|
|
16,643,979
|
|
EQT Midstream Partners,
L.P.
|
|
44,263
|
|
|
1,679,338
|
|
Inergy Midstream,
L.P.
|
|
125,900
|
|
|
3,014,046
|
|
Inergy Midstream,
L.P.
(4)
|
|
23,809
|
|
|
551,416
|
|
Kinder Morgan
Management, L.L.C.
(2)(5)
|
|
157,662
|
|
|
13,059,152
|
|
ONEOK Partners,
L.P.
(2)
|
|
144,240
|
|
|
7,905,794
|
|
Regency Energy
Partners L.P.
(2)
|
|
392,400
|
|
|
9,335,196
|
|
Spectra Energy Partners,
L.P.
(2)
|
|
102,300
|
|
|
3,776,916
|
|
TC PipeLines,
L.P.
(2)
|
|
27,000
|
|
|
1,238,220
|
|
Williams Partners
L.P.
(2)
|
|
212,300
|
|
|
10,551,310
|
|
|
|
|
|
|
102,325,409
|
|
Natural Gas
Gathering/Processing 20.4%
(1)
|
|
|
|
|
United States
20.4%
(1)
|
|
|
|
|
|
|
Access Midstream
Partners, L.P.
(2)
|
|
130,800
|
|
|
4,870,992
|
|
Copano Energy,
L.L.C.
(2)
|
|
149,006
|
|
|
5,745,671
|
|
Crestwood
Midstream Partners, L.P.
(5)
|
|
94,317
|
|
|
2,367,357
|
|
DCP Midstream Partners,
L.P.
(2)
|
|
107,759
|
|
|
4,378,248
|
|
MarkWest Energy
Partners, L.P.
(2)
|
|
82,600
|
|
|
4,722,242
|
|
Southcross Energy Partners,
L.P.
|
|
26,141
|
|
|
598,890
|
|
Summit Midstream
Partners, LP
|
|
45,300
|
|
|
1,020,156
|
|
Targa Resources Partners
L.P.
(2)
|
|
120,800
|
|
|
4,975,752
|
|
Western Gas
Equity Partners, LP
|
|
41,104
|
|
|
1,396,303
|
|
Western Gas Partners
L.P.
(2)
|
|
90,700
|
|
|
4,973,988
|
|
|
|
|
|
|
35,049,599
|
|
Oil and Gas
Production 16.4%
(1)
|
|
|
|
|
|
|
United States
16.4%
(1)
|
|
|
|
|
|
|
BreitBurn Energy
Partners L.P.
(2)
|
|
181,288
|
|
|
3,526,052
|
|
EV Energy
Partners, L.P.
(2)
|
|
103,900
|
|
|
5,819,439
|
|
Legacy Reserves,
L.P.
(2)
|
|
126,600
|
|
|
3,339,708
|
|
Linn Energy,
L.L.C.
(2)
|
|
256,200
|
|
|
9,738,162
|
|
Pioneer Southwest
Energy Partners L.P.
(2)
|
|
150,900
|
|
|
3,549,168
|
|
Vanguard Natural Resources,
LLC
(2)
|
|
78,000
|
|
|
2,169,180
|
|
|
|
|
|
|
28,141,709
|
|
Marine
Transportation 1.2%
(1)
|
|
|
|
|
|
|
Republic of the Marshall
Islands 1.2%
(1)
|
|
|
|
|
|
|
Teekay LNG
Partners L.P.
(2)
|
|
53,500
|
|
|
2,094,525
|
|
Total Master Limited Partnerships
and
|
|
|
|
|
|
|
Related
Companies (Cost $147,476,848)
|
|
|
|
|
240,540,238
|
|
|
Common Stock
2.3%
(1)
|
|
|
|
|
|
|
|
Marine
Transportation 0.8%
(1)
|
|
|
|
|
|
|
Republic of the Marshall
Islands 0.8%
(1)
|
|
|
|
|
|
|
Teekay Offshore
Partners L.P.
(2)
|
|
52,700
|
|
|
1,475,073
|
|
Other
1.5%
(1)
|
|
|
|
|
|
|
Republic of the Marshall
Islands 1.5%
(1)
|
|
|
|
|
|
|
Seadrill Partners
LLC
|
|
90,000
|
|
|
2,519,100
|
|
Total Common Stock (Cost
$3,239,530)
|
|
|
|
|
3,994,173
|
|
|
Short-Term
Investment 0.1%
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
United States Investment
Company 0.1%
(1)
|
|
|
|
|
|
|
Fidelity
Institutional Money Market Portfolio
|
|
|
|
|
|
|
Class I, 0.12%
(6)
(Cost
$74,572)
|
|
74,572
|
|
|
74,572
|
|
Total Investments
142.4%
|
|
|
|
|
|
|
(Cost
$150,790,950)
|
|
|
|
|
244,608,983
|
|
Interest Rate
Swap Contracts (0.6%)
(1)
|
|
|
|
|
|
|
$25,000,000 notional Unrealized
Depreciation
(7)
|
|
|
|
|
(1,047,810
|
)
|
Other Assets
and Liabilities (41.8%)
(1)
|
|
|
|
|
(71,784,617
|
)
|
Total Net Assets Applicable to
Common
|
|
|
|
|
|
|
Stockholders
100.0%
(1)
|
|
|
|
$
|
171,776,556
|
|
(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 9 to the financial statements for further
disclosure.
|
(3)
|
All or a portion of the
security is segregated as collateral for the unrealized depreciation of
interest rate swap contracts of $1,047,810.
|
(4)
|
Restricted securities
have been fair valued in accordance with procedures approved by the Board
of Directors and have a total fair value of $551,416, which represents
0.3% of net assets. See Note 7 to the financial statements for further
disclosure.
|
(5)
|
Security distributions
are paid-in-kind.
|
(6)
|
Rate reported is the
current yield as of February 28, 2013.
|
(7)
|
See Note 10 to the
financial statements for further
disclosure.
|
See accompanying Notes to
Financial Statements.
2013 1st Quarter
Report
7
Statement of Assets & Liabilities
February 28,
2013
|
(Unaudited)
|
|
|
|
|
|
Assets
|
|
|
|
|
Investments at fair value (cost $150,790,950)
|
|
$
|
244,608,983
|
|
Distributions receivable
from master limited partnerships
|
|
|
15,795
|
|
Prepaid
expenses and other assets
|
|
|
101,425
|
|
Total assets
|
|
|
244,726,203
|
|
Liabilities
|
|
|
|
|
Payable
to Adviser
|
|
|
385,004
|
|
Distributions payable to
common stockholders
|
|
|
2,488,970
|
|
Accrued
expenses and other liabilities
|
|
|
144,928
|
|
Unrealized depreciation of
interest rate swap contracts
|
|
|
1,047,810
|
|
Deferred tax liability
|
|
|
36,482,935
|
|
Short-term
borrowings
|
|
|
32,400,000
|
|
Total liabilities
|
|
|
72,949,647
|
|
Net assets applicable to common stockholders
|
|
$
|
171,776,556
|
|
Net Assets Applicable to Common
Stockholders Consist of:
|
|
|
Capital
stock, $0.001 par value; 6,301,191 shares issued
|
|
|
|
|
and outstanding (100,000,000 shares authorized)
|
|
$
|
6,301
|
|
Additional paid-in
capital
|
|
|
94,619,895
|
|
Accumulated net investment loss, net of income taxes
|
|
|
(2,278,504
|
)
|
Undistributed net realized
gain, net of income taxes
|
|
|
8,928,997
|
|
Net
unrealized appreciation of investments and
|
|
|
|
|
interest rate swap contracts, net of income taxes
|
|
|
70,499,867
|
|
Net assets applicable to common stockholders
|
|
$
|
171,776,556
|
|
Net Asset Value per common
share outstanding
|
|
|
|
|
(net assets applicable to common stock,
|
|
|
|
|
divided by common shares outstanding)
|
|
$
|
27.26
|
|
Statement
of Operations
Period
from December 1, 2012 through February 28, 2013
|
(Unaudited)
|
|
|
|
|
|
Investment Income
|
|
|
|
|
Distributions from master limited partnerships
|
|
$
|
3,298,150
|
|
Less return of capital on
distributions
|
|
|
(2,970,327
|
)
|
Net
distributions from master limited partnerships
|
|
|
327,823
|
|
Dividend income
|
|
|
53,163
|
|
Dividends from money market mutual funds
|
|
|
58
|
|
Total Investment Income
|
|
|
381,044
|
|
Operating Expenses
|
|
|
|
|
Advisory fees
|
|
|
570,118
|
|
Professional fees
|
|
|
40,373
|
|
Administrator fees
|
|
|
22,811
|
|
Directors fees
|
|
|
15,986
|
|
Stockholder communication expenses
|
|
|
14,022
|
|
Fund accounting
fees
|
|
|
9,464
|
|
Registration fees
|
|
|
6,059
|
|
Custodian fees and
expenses
|
|
|
3,398
|
|
Stock
transfer agent fees
|
|
|
2,975
|
|
Other operating
expenses
|
|
|
13,364
|
|
Total Operating Expenses
|
|
|
698,570
|
|
Leverage Expenses
|
|
|
|
|
Interest expense
|
|
|
96,075
|
|
Total Expenses
|
|
|
794,645
|
|
Net
Investment Loss, before Income Taxes
|
|
|
(413,601
|
)
|
Deferred tax
benefit
|
|
|
154,066
|
|
Net
Investment Loss
|
|
|
(259,535
|
)
|
Realized and Unrealized Gain on
Investments
|
|
|
|
|
and Interest Rate
Swaps
|
|
|
|
|
Net realized gain on investments
|
|
|
2,507,605
|
|
Net realized loss on interest rate swap settlements
|
|
|
(97,011
|
)
|
Net realized gain, before income taxes
|
|
|
2,410,594
|
|
Deferred tax expense
|
|
|
(897,946
|
)
|
Net realized gain on investments and
|
|
|
|
|
interest rate swaps
|
|
|
1,512,648
|
|
Net unrealized appreciation of investments
|
|
|
19,280,515
|
|
Net unrealized appreciation of interest rate swap contracts
|
|
|
314,503
|
|
Net unrealized appreciation, before income taxes
|
|
|
19,595,018
|
|
Deferred tax expense
|
|
|
(7,299,144
|
)
|
Net unrealized appreciation of investments
|
|
|
|
|
and interest rate swap contracts
|
|
|
12,295,874
|
|
Net
Realized and Unrealized Gain on Investments
|
|
|
|
|
and Interest Rate
Swaps
|
|
|
13,808,522
|
|
Net Increase in Net Assets Applicable
to
|
|
|
|
|
Common Stockholders
Resulting from Operations
|
|
$
|
13,548,987
|
|
See accompanying Notes to
Financial Statements.
8
Tortoise North American Energy Corp.
Statement of Changes in Net
Assets
|
|
|
Period from
|
|
|
|
|
|
|
December 1,
2012
|
|
|
|
|
|
|
through
|
|
Year
Ended
|
|
|
February 28, 2013
|
|
November 30, 2012
|
|
|
(Unaudited)
|
|
|
|
|
Operations
|
|
|
|
|
|
|
|
|
Net investment
loss
|
|
$
|
(259,535
|
)
|
|
$
|
(1,439,536
|
)
|
Net
realized gain on investments and interest rate swaps
|
|
|
1,512,648
|
|
|
|
12,025,458
|
|
Net unrealized appreciation of
investments
|
|
|
|
|
|
|
|
|
and
interest rate swap contracts
|
|
|
12,295,874
|
|
|
|
3,842,041
|
|
Net increase in net assets applicable to common stockholders
|
|
|
|
|
|
|
|
|
resulting from operations
|
|
|
13,548,987
|
|
|
|
14,427,963
|
|
Distributions to Common
Stockholders
|
|
|
|
|
|
|
|
|
Return
of capital
|
|
|
(2,488,970
|
)
|
|
|
(9,792,027
|
)
|
Capital Stock
Transactions
|
|
|
|
|
|
|
|
|
Issuance of 5,441 common shares
from reinvestment
|
|
|
|
|
|
|
|
|
of
distributions to stockholders
|
|
|
|
|
|
|
138,963
|
|
Total increase
in net assets applicable to common stockholders
|
|
|
11,060,017
|
|
|
|
4,774,899
|
|
Net
Assets
|
|
|
|
|
|
|
|
|
Beginning of
period
|
|
|
160,716,539
|
|
|
|
155,941,640
|
|
End of
period
|
|
$
|
171,776,556
|
|
|
$
|
160,716,539
|
|
Accumulated
net investment loss, net of income taxes, end of period
|
|
$
|
(2,278,504
|
)
|
|
$
|
(2,018,969
|
)
|
See accompanying Notes to
Financial Statements.
2013 1st Quarter
Report
9
Statement of Cash Flows
Period from December 1, 2012 through
February 28, 2013
|
(Unaudited)
|
|
|
|
|
|
Cash Flows from Operating
Activities
|
|
|
|
|
Distributions received from
master limited partnerships
|
|
$
|
3,298,150
|
|
Dividend income received
|
|
|
53,220
|
|
Purchases of long-term investments
|
|
|
(5,759,733
|
)
|
Proceeds from sales of long-term
investments
|
|
|
5,849,386
|
|
Purchases of short-term investments, net
|
|
|
(2,967
|
)
|
Payments on interest rate swap
contracts, net
|
|
|
(97,011
|
)
|
Interest expense paid
|
|
|
(96,139
|
)
|
Operating expenses paid
|
|
|
(706,164
|
)
|
Net
cash provided by operating activities
|
|
|
2,538,742
|
|
Cash Flows from Financing
Activities
|
|
|
|
|
Advances from margin loan facility
|
|
|
4,600,000
|
|
Repayments on margin loan
facility
|
|
|
(7,000,000
|
)
|
Distributions paid to common stockholders
|
|
|
(138,742
|
)
|
Net
cash used in financing activities
|
|
|
(2,538,742
|
)
|
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
|
|
$
|
13,548,987
|
|
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
|
|
|
(5,759,733
|
)
|
Proceeds from sales of long-term investments
|
|
|
5,849,386
|
|
Purchases of short-term investments, net
|
|
|
(2,967
|
)
|
Payments on interest rate swap contracts, net
|
|
|
(97,011
|
)
|
Return of capital on distributions received
|
|
|
2,970,327
|
|
Deferred tax expense
|
|
|
8,043,024
|
|
Net unrealized appreciation of investments and
|
|
|
|
|
interest rate swap contracts
|
|
|
(19,595,018
|
)
|
Net realized gain on investments and
|
|
|
|
|
interest rate swap contracts
|
|
|
(2,410,594
|
)
|
Changes in operating assets and liabilities:
|
|
|
|
|
Increase in prepaid expenses and other assets
|
|
|
(7,178
|
)
|
Increase in payable to Adviser, net of fee waiver
|
|
|
8,716
|
|
Decrease in accrued expenses and other liabilities
|
|
|
(9,197
|
)
|
Total adjustments
|
|
|
(11,010,245
|
)
|
Net
cash provided by operating activities
|
|
$
|
2,538,742
|
|
See accompanying Notes to
Financial Statements.
10
Tortoise North American Energy 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,
|
|
|
February 28, 2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|
2008
|
|
|
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Per Common Share
Data
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Asset Value, beginning
of period
|
|
$
|
25.51
|
|
|
$
|
24.77
|
|
|
$
|
24.51
|
|
|
$
|
20.22
|
|
|
$
|
10.78
|
|
|
$
|
27.25
|
|
Income
(Loss) from Investment Operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income (loss)
(2)
|
|
|
(0.04
|
)
|
|
|
(0.23
|
)
|
|
|
(0.12
|
)
|
|
|
(0.09
|
)
|
|
|
0.25
|
|
|
|
0.43
|
|
Net realized and unrealized gain (loss) on investments and
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
interest rate swaps contracts
(2)
|
|
|
2.19
|
|
|
|
2.53
|
|
|
|
1.89
|
|
|
|
5.86
|
|
|
|
10.67
|
|
|
|
(15.14
|
)
|
Total income (loss) from investment operations
|
|
|
2.15
|
|
|
|
2.30
|
|
|
|
1.77
|
|
|
|
5.77
|
|
|
|
10.92
|
|
|
|
(14.71
|
)
|
Distributions to Preferred Stockholders
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Return of capital
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(0.17
|
)
|
Distributions to Common Stockholders
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net realized gain
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(0.10
|
)
|
Return of capital
|
|
|
(0.40
|
)
|
|
|
(1.56
|
)
|
|
|
(1.51
|
)
|
|
|
(1.48
|
)
|
|
|
(1.48
|
)
|
|
|
(1.49
|
)
|
Total distributions to common stockholders
|
|
|
(0.40
|
)
|
|
|
(1.56
|
)
|
|
|
(1.51
|
)
|
|
|
(1.48
|
)
|
|
|
(1.48
|
)
|
|
|
(1.59
|
)
|
Net
Asset Value, end of period
|
|
$
|
27.26
|
|
|
$
|
25.51
|
|
|
$
|
24.77
|
|
|
$
|
24.51
|
|
|
$
|
20.22
|
|
|
$
|
10.78
|
|
Per
common share market value, end of period
|
|
$
|
28.12
|
|
|
$
|
25.06
|
|
|
$
|
24.05
|
|
|
$
|
24.44
|
|
|
$
|
19.49
|
|
|
$
|
9.25
|
|
Total Investment Return
Based on Market Value
(3)
|
|
|
13.84
|
%
|
|
|
10.87
|
%
|
|
|
4.77
|
%
|
|
|
33.62
|
%
|
|
|
131.66
|
%
|
|
|
(55.98
|
)%
|
|
Supplemental Data
and Ratios
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net assets applicable to
common stockholders,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
end of period (000s)
|
|
$
|
171,777
|
|
|
$
|
160,717
|
|
|
$
|
155,942
|
|
|
$
|
154,289
|
|
|
$
|
126,609
|
|
|
$
|
49,716
|
|
Average
net assets (000s)
|
|
$
|
165,339
|
|
|
$
|
160,825
|
|
|
$
|
157,410
|
|
|
$
|
141,986
|
|
|
$
|
80,041
|
|
|
$
|
113,045
|
|
Ratio of Expenses to
Average Net Assets
(4)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Advisory fees
|
|
|
1.40
|
%
|
|
|
1.36
|
%
|
|
|
1.28
|
%
|
|
|
1.19
|
%
|
|
|
1.13
|
%
|
|
|
1.50
|
%
|
Other expenses
|
|
|
0.31
|
|
|
|
0.31
|
|
|
|
0.32
|
|
|
|
0.38
|
|
|
|
1.01
|
|
|
|
0.48
|
|
Fee waiver
|
|
|
|
|
|
|
(0.01
|
)
|
|
|
(0.07
|
)
|
|
|
(0.12
|
)
|
|
|
(0.12
|
)
|
|
|
(0.23
|
)
|
Subtotal
|
|
|
1.71
|
|
|
|
1.66
|
|
|
|
1.53
|
|
|
|
1.45
|
|
|
|
2.02
|
|
|
|
1.75
|
|
Leverage expenses
(5)
|
|
|
0.24
|
|
|
|
0.24
|
|
|
|
0.47
|
|
|
|
0.75
|
|
|
|
1.17
|
|
|
|
3.71
|
|
Income tax expense (benefit)
(6)
|
|
|
19.73
|
|
|
|
5.31
|
|
|
|
4.30
|
|
|
|
13.10
|
|
|
|
(4.70
|
)
|
|
|
0.06
|
|
Total expenses
|
|
|
21.68
|
%
|
|
|
7.21
|
%
|
|
|
6.30
|
%
|
|
|
15.30
|
%
|
|
|
(1.51
|
)%
|
|
|
5.52
|
%
|
See accompanying Notes to
Financial Statements.
2013 1st 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,
|
|
|
February 28,
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|
2008
|
|
|
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratio of net
investment income (loss) to average net assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
before fee
waiver
(4)(5)
|
|
|
(0.64
|
)%
|
|
|
(0.90
|
)%
|
|
|
(0.54
|
)%
|
|
|
(0.50
|
)%
|
|
|
1.82
|
%
|
|
|
1.51
|
%
|
Ratio of net investment income
(loss) to average net assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
after
fee waiver
(4)(5)
|
|
|
(0.64
|
)%
|
|
|
(0.89
|
)%
|
|
|
(0.47
|
)%
|
|
|
(0.38
|
)%
|
|
|
1.94
|
%
|
|
|
1.74
|
%
|
Portfolio
turnover rate
|
|
|
2.47
|
%
|
|
|
22.37
|
%
|
|
|
27.34
|
%
|
|
|
27.89
|
%
|
|
|
41.90
|
%
|
|
|
36.69
|
%
|
Short-term borrowings, end of
period (000s)
|
|
$
|
32,400
|
|
|
$
|
34,800
|
|
|
$
|
31,300
|
|
|
$
|
10,400
|
|
|
$
|
5,900
|
|
|
|
|
|
Long-term debt
obligations, end of period (000s)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
15,000
|
|
|
$
|
15,000
|
|
|
$
|
15,000
|
|
Preferred stock, end of period
(000s)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
10,000
|
|
Per common share
amount of long-term debt obligations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
outstanding, end of period
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
2.38
|
|
|
$
|
2.40
|
|
|
$
|
3.25
|
|
Per common share amount of net
assets, excluding
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
long-term debt obligations, end of period
|
|
$
|
27.26
|
|
|
$
|
25.51
|
|
|
$
|
24.77
|
|
|
$
|
26.89
|
|
|
$
|
22.61
|
|
|
$
|
14.03
|
|
Asset coverage,
per $1,000 of principal amount of
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
long-term debt obligations and
short-term borrowings
(7)
|
|
$
|
6,302
|
|
|
$
|
5,618
|
|
|
$
|
5,982
|
|
|
$
|
7,074
|
|
|
$
|
7,058
|
|
|
$
|
4,981
|
|
Asset coverage ratio of
long-term debt obligations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
and
short-term borrowings
(7)
|
|
|
630
|
%
|
|
|
562
|
%
|
|
|
598
|
%
|
|
|
707
|
%
|
|
|
706
|
%
|
|
|
498
|
%
|
Asset coverage,
per $25,000 liquidation value per share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
of preferred
stock
(8)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
74,716
|
|
Asset coverage ratio of
preferred stock
(8)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
299
|
%
|
(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, 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 2E to the financial statements for further
disclosure.
|
(3)
|
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 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, 2012 through February 28, 2013, the Company accrued $8,043,024
for net deferred income tax expense. For the year ended November 30, 2012,
the Company accrued $13,102 for current income tax expense and $8,530,007
for net deferred income tax expense. For the years ended November 30, 2011
and 2010, the Company accrued $6,732,194 and $18,559,864, respectively,
for net deferred income tax expense. For the year ended November 30, 2009,
the Company accrued $3,732,366 for 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) and $68,509
for the years ended November 30, 2011, 2010, 2009 and 2008, 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.
12
Tortoise North American Energy Corp.
Notes
to Financial Statements
(Unaudited)
February 28,
2013
|
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
2013 1st Quarter
Report
13
Notes
to Financial Statements
(Unaudited)
(Continued)
|
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, 2012
through February 28, 2013, 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 10 percent as investment income and approximately 90 percent as
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
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 February 28, 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.
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 (AMT) on its federal alternative minimum taxable
income to the extent that its AMT 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
Pronouncements
In December 2011, the FASB 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. Management is currently evaluating
the impact of these amendments on the 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
14
Tortoise North American Energy Corp.
Notes
to Financial Statements
(Unaudited)
(Continued)
|
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.
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 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 28, 2013, are as
follows:
Deferred tax assets:
|
|
|
|
Net operating loss carryforwards
|
|
$
|
7,729,392
|
Capital loss carryforwards
|
|
|
1,887,245
|
AMT credit
|
|
|
33,959
|
Organization costs
|
|
|
40,422
|
State of Kansas credit
|
|
|
4,055
|
|
|
|
9,695,073
|
Deferred tax liabilities:
|
|
|
|
Basis reduction of investment in
MLPs
|
|
|
11,611,412
|
Net unrealized gains on investment
securities
|
|
|
34,566,596
|
|
|
|
46,178,008
|
Total net deferred tax liability
|
|
$
|
36,482,935
|
At February 28, 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 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 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 February
28, 2013, the Company had no uncertain tax positions and no penalties and
interest were accrued. Tax years subsequent to the year ending November 30, 2008
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 28, 2013, as follows:
Application of
statutory income tax rate
|
|
$
|
7,341,284
|
State income taxes, net of
federal tax benefit
|
|
|
701,740
|
Total income tax
expense
|
|
$
|
8,043,024
|
Total income taxes are computed by
applying the federal statutory rate plus a blended state income tax rate.
For the period from December 1, 2012
through February 28, 2013, the components of income tax expense include deferred
federal and state income tax expense (net of federal tax benefit) of $7,341,284
and $701,740, 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, 2012, the Company had a net operating loss for federal income
tax purposes of approximately $13,426,000. This includes a net operating loss of
approximately $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, $463,000, $2,247,000, $5,000 and $2,776,000 in the years
ending November 30, 2027, 2028, 2029, 2030, 2031 and 2032, 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, 2012, the Company
had a capital loss carryforward of approximately $5,900,000, which may be
carried forward for 5 years. This amount includes a capital loss of
approximately $1,400,000 from TGO. If not utilized, the capital loss will expire
as follows: $1,400,000 and $4,500,000 in the years ending November 30, 2013 and
2014, respectively. The amount of deferred tax asset for these items at February
28, 2013 includes amounts for the period from December 1, 2012 through February
28, 2013. For corporations, capital losses can only be used to offset capital
gains and cannot be used to offset ordinary income. As of November 30, 2012, an
AMT credit of $33,959 was available, which may be credited in the future against
regular income tax. This credit may be carried forward indefinitely.
2013 1st Quarter
Report
15
Notes
to Financial Statements
(Unaudited)
(Continued)
|
As of February 28, 2013, the
aggregate cost of securities for federal income tax purposes was $119,619,373.
The aggregate gross unrealized appreciation for all securities in which there
was an excess of fair value over tax cost was $124,989,610, the aggregate gross
unrealized depreciation for all securities in which there was an excess of tax
cost over fair value was $0 and the net unrealized appreciation was
$124,989,610.
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 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 February 28, 2013. These assets are measured on a recurring
basis.
|
|
Fair Value at
|
|
|
|
|
|
|
|
|
|
Description
|
|
February 28,
2013
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity
Securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
Stock
(a)
|
|
|
$
|
3,994,173
|
|
|
$
|
3,994,173
|
|
$
|
|
|
$
|
|
Master Limited
Partnerships
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
and Related Companies
(a)
|
|
|
|
240,540,238
|
|
|
|
239,988,822
|
|
|
551,416
|
|
|
|
Total Equity Securities
|
|
|
|
244,534,411
|
|
|
|
243,982,995
|
|
|
551,416
|
|
|
|
Other:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-Term
Investment
(b)
|
|
|
|
74,572
|
|
|
|
74,572
|
|
|
|
|
|
|
Total
Assets
|
|
|
$
|
244,608,983
|
|
|
$
|
244,057,567
|
|
$
|
551,416
|
|
$
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest Rate
Swap Contracts
|
|
|
$
|
1,047,810
|
|
|
$
|
|
|
$
|
1,047,810
|
|
$
|
|
(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 28,
2013.
|
The Company did not hold any Level 3
securities during the period from December 1, 2012 through February 28,
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.
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. There were no
transfers between levels during the period ended February 28, 2013.
7. Restricted
Security
Certain of the Companys investments
are restricted and are valued as determined in accordance with procedures
established by the Board of Directors, as more fully described in Note 2. The
table below shows the number of units held, acquisition date, acquisition cost,
fair value, fair value per share and percent of net assets which the security
comprises at February 28, 2013.
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value as
|
|
|
Number of
|
|
Acquisition
|
|
Acquisition
|
|
|
|
Fair Value
|
|
Percent of
|
Investment Security
|
|
Shares
|
|
Date
|
|
Cost
|
|
Fair Value
|
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Per Share
|
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Net Assets
|
Inergy Midstream, L.P.
|
|
|
|
|
|
|
|
|
|
|
|
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Unregistered Common
Units
|
|
23,809
|
|
12/7/12
|
|
$499,989
|
|
$551,416
|
|
$23.16
|
|
0.3%
|
The carrying value per unit of
unrestricted common units of Inergy Midstream, L.P. was $23.10 on November 3,
2012, the date of the purchase agreement and the date an enforceable right to
acquire the restricted Inergy Midstream, L.P. units was obtained by the
Company.
8. Investment
Transactions
For the period from December 1, 2012
through February 28, 2013, the Company purchased (at cost) and sold securities
(proceeds received) in the amount of $5,759,733 and $5,849,386 (excluding
short-term debt securities), respectively.
16
Tortoise North American Energy Corp.
Notes
to Financial Statements
(Unaudited)
(Continued)
|
9. Credit Facility
As of February 28, 2013, the Company
has 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 ended February 28, 2013, was approximately $35,300,000 and
1.06 percent, respectively. At February 28, 2013, the principal balance
outstanding was $32,400,000 at an interest rate of 1.05 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 28, 2013, the Company was in compliance with the terms of
the margin loan facility.
10. 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 net assets of the Company falling
below $48,000,000 or 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 to the extent of the
Companys net liability position, in addition to redeeming all or some of the
debt. The Company has segregated a portion of its assets as collateral for the
amount of the net liability of its interest rate swap contracts. Details of the
interest rate swap contracts outstanding as of February 28, 2013, are as
follows:
|
|
|
|
|
|
|
Fixed Rate
|
|
Floating Rate
|
|
|
|
|
|
|
|
|
Maturity
|
|
Notional
|
|
Paid by the
|
|
Received by
|
|
Unrealized
|
Counterparty
|
|
Date
|
|
Amount
|
|
Company
|
|
the Company
|
|
Depreciation
|
The Bank of Nova Scotia
|
|
09/02/2014
|
|
$
|
5,000,000
|
|
0.654%
|
|
1-month U.S. Dollar LIBOR
|
|
|
$
|
(32,292
|
)
|
|
The Bank of Nova
Scotia
|
|
09/02/2016
|
|
|
5,000,000
|
|
1.258%
|
|
1-month U.S. Dollar LIBOR
|
|
|
|
(137,628
|
)
|
|
The Bank of Nova Scotia
|
|
09/02/2018
|
|
|
5,000,000
|
|
1.815%
|
|
1-month U.S. Dollar LIBOR
|
|
|
|
(239,093
|
)
|
|
The Bank of Nova
Scotia
|
|
09/02/2021
|
|
|
10,000,000
|
|
2.381%
|
|
1-month U.S. Dollar LIBOR
|
|
|
|
(638,797
|
)
|
|
|
|
|
|
$
|
25,000,000
|
|
|
|
|
|
|
$
|
(1,047,810
|
)
|
|
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 unrealized appreciation of
interest rate swap contracts in the amount of $314,503 for the period ended
February 28, 2013 is included in the Statement of Operations. Cash settlement
payments under the terms of the interest rate swap contracts in the amount of
$97,011 are recorded as realized losses for the period ended February 28, 2013.
The total notional amount of all open swap agreements at February 28, 2013 is
indicative of the volume of this derivative type for the period ended February
28, 2013.
11. Common Stock
The Company has 100,000,000 shares of
capital stock authorized and 6,301,191 shares outstanding at February 28, 2013
and November 30, 2012.
12. Subsequent
Events
On March 1, 2013, the Company paid a
distribution in the amount of $0.395 per common share, for a total of
$2,488,970. Of this total, the dividend reinvestment amounted to
$135,509.
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.
2013 1st Quarter
Report
17
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 28, 2013,
the aggregate compensation paid by the Company to the independent directors was
$12,750. 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, 2012 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.
18
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.
P. Bradley
Adams
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.
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:
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
|
$2,029
|
|
Tortoise Pipeline &
Energy Fund, Inc.
|
|
|
Pipeline Equity
|
$382
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tortoise Energy
Capital Corp.
|
|
|
Midstream Equity
|
$1,040
|
|
Tortoise Energy
Independence
Fund, Inc.
|
|
|
North American Upstream Equity
|
$412
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tortoise MLP
Fund, Inc.
|
|
|
Natural Gas Infrastructure Equity
|
$1,893
|
|
Tortoise Power and
Energy Infrastructure
Fund,
Inc.
|
|
|
Power & Energy Infrastructure Debt &
Dividend Paying Equity
|
$237
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tortoise North
American Energy Corp.
|
|
|
Midstream/Upstream Equity
|
$258
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) As of 3/31/13
Tortoise North American Energy (NYSE:TYN)
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