Item 1. Reports to
Stockholders.
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,
The equity market continued its
bullish start in fiscal year 2013, with the S&P 500 Index
®
gaining 8.2 percent and 16.4 percent for the three and six months ending May
31st. A confluence of events conspired to buoy investor confidence and sustain
the markets upward trajectory during the period as fiscal cliff concerns abated
and economic data continued to suggest a moderate economic recovery. MLPs had a
positive first half, continuing to demonstrate the resiliency of underlying
fundamentals and to benefit from energy infrastructure build-out across North
America.
Master Limited
Partnership Sector Review
The Tortoise MLP Index
®
had a total return of 4.8 percent and 15.9 percent for the three and six months
ending May 31, 2013, respectively. Midstream MLPs outperformed upstream MLPs
during both periods and particularly in the second fiscal quarter, supported by
strong distribution growth and visible cash flow streams. While MLPs enjoyed a
strong out-of-the-gate performance, they took a break late in the second fiscal
quarter, underperforming broader equities in May as interest rate concerns began
to surface following the release of the Federal Open Market Committees (FOMC)
rather ambiguous statement on quantitative easing. The markets responded with
some immediate volatility, particularly impacting yield-oriented securities, a
reaction we often see in the wake of uncertain comments out of the FOMC, and
attractive yielding MLPs were not immune to this. However, we believe that
quality MLPs are different from most yielding securities as they offer the
potential for growth in addition to income. While market volatility can prevail
in the short term, we believe that those growth-oriented MLPs with quality
business models remain fundamentally well positioned over the longer term.
Growing production levels out of the
countrys oil and gas shale deposits remains a dominant story across the U.S.
energy value chain, where the ongoing development of these unconventional
resources has become a predominant driver of growth. In just the next three
years through 2015, we project that approximately $50 billion will be invested
in MLP organic growth projects. The bulk of projects currently underway involve
the build out of petroleum pipelines particularly in the resource-rich Bakken,
Eagle Ford and Permian fields.
Capital markets continued to be
active, with MLPs raising approximately $19 billion in equity and $17 billion in
debt fiscal year-to-date through May 31st. This included the launch of eight
new MLP initial public offerings, which
included oil and gas production, gathering/processing and natural gas pipeline
MLPs, among other less-traditional businesses. Merger and acquisition (M&A)
activity also has been healthy for the period, with announced MLP transactions
totaling more than $22 billion. The largest among these was Kinder Morgan Energy
Partners $5 billion acquisition of Copano Energy, L.L.C., a gathering and
processing MLP, which closed on May 1st.
Fund Performance
Review
Our total assets increased from
$226.0 million on Nov. 30, 2012 to $252.6 million on May 31, 2013, resulting
primarily from market appreciation of our investments. Our market-based total
return to stockholders was 12.4 percent and 28.0 percent (both including the
reinvestment of distributions) for the three and six months ending May 31, 2013,
respectively. Our NAV-based total return was 3.5 percent and 12.2 percent for
the same periods. The difference between our market value total returns as
compared to our NAV total returns reflected the increase in our stock price to a
market premium over our NAV during the period.
During the fiscal first half of 2013,
our asset performance was driven by our stakes in both refined products pipeline
and gathering and processing MLPs, which benefitted from robust oil and natural
gas production out of U.S. shales and related build-out. Although they
contributed to absolute returns, natural gas pipeline MLPs continued to face
some short-term growth challenges. Our exposure to upstream oil and gas
production MLPs marginally restrained results, as these firms saw their earnings
slow due to lower natural gas and liquids prices.
We paid a distribution of $0.3975 per
common share ($1.59 annualized) to our stockholders on June 3, 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 5.1 percent based on our second
fiscal quarter closing price of $31.18. Our distribution payout coverage
(distributable cash flow divided by distributions) for the fiscal quarter was
109.1 percent, reflective of our emphasis on sustainability. For tax purposes,
we currently expect 80 to 100 percent of TYNs distributions to be characterized
as qualified dividend income, or QDI, with the remainder characterized as a
return of capital. A final determination of the characterization will be made in
January 2014.
(Unaudited)
2013 2nd Quarter
Report
1
We ended the first fiscal half of
2013 with leverage (bank debt) at 13.0 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 May 31, 2013, our leverage, which included the impact
of interest rate swaps, had a weighted average maturity of 4.2 years and a
weighted average cost of 2.24 percent, with 76 percent at fixed rates. We
believe TYNs balance sheet is strong, with rates fixed on the majority of our
leverage, laddered due dates and extended average maturities.
Concluding
Thoughts
We continue to be excited about the
significant transformation underway in North American energy, with MLPs playing
a key role in the significant build-out underway. However, we also think it is
important to note that while a rising tide may lift all boats, market cycles
will separate quality companies from those with weaker business models. We
believe this will play out over time and we look forward to serving you as your
professional investment adviser in navigating the course ahead.
As a final note, if you have not yet
had a chance to listen to our May webcast, we invite and encourage you to do so
at www.tortoiseadvisors.com.
Sincerely,
The Managing Directors
Tortoise Capital Advisors,
L.L.C.
The adviser to Tortoise North
American Energy Corp.
|
|
|
P. Bradley
Adams
|
H. Kevin
Birzer
|
Zachary A.
Hamel
|
|
|
|
|
|
|
Kenneth P. Malvey
|
Terry Matlack
|
David J.
Schulte
|
The Tortoise MLP Index
®
is a
float-adjusted, capitalization-weighted index of energy master limited
partnerships (MLPs). 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
|
|
|
|
Q2
(1)
|
|
|
Q3
(1)
|
|
|
Q4
(1)
|
|
|
Q1
(1)
|
|
|
Q2
(1)
|
|
Total Income from Investments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Distributions received from
master
limited partnerships
|
|
$
|
3,086
|
|
|
$
|
3,221
|
|
|
$
|
3,257
|
|
|
$
|
3,298
|
|
|
$
|
3,423
|
|
Dividends paid in stock
|
|
|
211
|
|
|
|
218
|
|
|
|
241
|
|
|
|
250
|
|
|
|
205
|
|
Dividends from common stock
|
|
|
151
|
|
|
|
87
|
|
|
|
79
|
|
|
|
53
|
|
|
|
63
|
|
Interest and dividend income
|
|
|
|
|
|
|
|
|
|
|
1
|
|
|
|
|
|
|
|
|
|
Total from
investments
|
|
|
3,448
|
|
|
|
3,526
|
|
|
|
3,578
|
|
|
|
3,601
|
|
|
|
3,691
|
|
Operating Expenses Before
Leverage
Costs and
Current Taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Advisory fees, net of fees
waived
|
|
|
549
|
|
|
|
535
|
|
|
|
559
|
|
|
|
570
|
|
|
|
640
|
|
Other operating expenses
|
|
|
129
|
|
|
|
119
|
|
|
|
111
|
|
|
|
129
|
|
|
|
123
|
|
|
|
|
678
|
|
|
|
654
|
|
|
|
670
|
|
|
|
699
|
|
|
|
763
|
|
Distributable cash flow before
leverage
costs and current taxes
|
|
|
2,770
|
|
|
|
2,872
|
|
|
|
2,908
|
|
|
|
2,902
|
|
|
|
2,928
|
|
Leverage costs
(2)
|
|
|
189
|
|
|
|
190
|
|
|
|
190
|
|
|
|
189
|
|
|
|
193
|
|
Current income tax
expense
(3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Distributable Cash Flow
(4)
|
|
$
|
2,581
|
|
|
$
|
2,682
|
|
|
$
|
2,718
|
|
|
$
|
2,713
|
|
|
$
|
2,735
|
|
As a percent of average total assets
(5)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total from investments
|
|
|
6.22
|
%
|
|
|
6.51
|
%
|
|
|
6.33
|
%
|
|
|
6.24
|
%
|
|
|
5.77
|
%
|
Operating expenses before
leverage
costs and current taxes
|
|
|
1.22
|
%
|
|
|
1.21
|
%
|
|
|
1.19
|
%
|
|
|
1.21
|
%
|
|
|
1.19
|
%
|
Distributable cash flow before
leverage
costs and current taxes
|
|
|
5.00
|
%
|
|
|
5.30
|
%
|
|
|
5.14
|
%
|
|
|
5.03
|
%
|
|
|
4.58
|
%
|
As a percent of average net assets
(5)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total from investments
|
|
|
8.52
|
%
|
|
|
8.97
|
%
|
|
|
8.86
|
%
|
|
|
8.83
|
%
|
|
|
8.19
|
%
|
Operating expenses before
leverage
costs and current taxes
|
|
|
1.68
|
%
|
|
|
1.66
|
%
|
|
|
1.66
|
%
|
|
|
1.71
|
%
|
|
|
1.69
|
%
|
Leverage costs and current taxes
|
|
|
0.47
|
%
|
|
|
0.48
|
%
|
|
|
0.47
|
%
|
|
|
0.46
|
%
|
|
|
0.43
|
%
|
Distributable cash flow
|
|
|
6.37
|
%
|
|
|
6.83
|
%
|
|
|
6.73
|
%
|
|
|
6.66
|
%
|
|
|
6.07
|
%
|
|
Selected Financial
Information
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Distributions
paid on common stock
|
|
$
|
2,440
|
|
|
$
|
2,455
|
|
|
$
|
2,473
|
|
|
$
|
2,489
|
|
|
$
|
2,507
|
|
Distributions paid on common
stock
per share
|
|
|
0.3875
|
|
|
|
0.3900
|
|
|
|
0.3925
|
|
|
|
0.3950
|
|
|
|
0.3975
|
|
Distribution
coverage percentage for period
(6)
|
|
|
105.8
|
%
|
|
|
109.2
|
%
|
|
|
109.9
|
%
|
|
|
109.0
|
%
|
|
|
109.1
|
%
|
Net realized gain, net of income
taxes,
for the period
|
|
|
495
|
|
|
|
2,791
|
|
|
|
7,239
|
|
|
|
1,513
|
|
|
|
6,156
|
|
Total assets,
end of period
|
|
202,720
|
|
|
224,011
|
|
|
225,988
|
|
|
244,726
|
|
|
252,597
|
|
Average total assets during period
(7)
|
|
220,486
|
|
|
215,393
|
|
|
227,259
|
|
|
234,107
|
|
|
253,747
|
|
Leverage
(8)
|
|
|
30,000
|
|
|
|
31,000
|
|
|
|
34,800
|
|
|
|
32,400
|
|
|
|
32,900
|
|
Leverage as a percent of total assets
|
|
|
14.8
|
%
|
|
|
13.8
|
%
|
|
|
15.4
|
%
|
|
|
13.2
|
%
|
|
|
13.0
|
%
|
Net unrealized
appreciation, end of period
|
|
|
51,876
|
|
|
|
62,950
|
|
|
|
58,204
|
|
|
|
70,500
|
|
|
|
71,249
|
|
Net assets, end of period
|
|
149,643
|
|
|
160,792
|
|
|
160,717
|
|
|
171,777
|
|
|
175,468
|
|
Average net
assets during period
(9)
|
|
160,994
|
|
|
156,379
|
|
|
162,512
|
|
|
165,339
|
|
|
178,907
|
|
Net asset value per common share
|
|
|
23.77
|
|
|
|
25.54
|
|
|
|
25.51
|
|
|
|
27.26
|
|
|
|
27.82
|
|
Market value per
common share
|
|
|
24.09
|
|
|
|
25.69
|
|
|
|
25.06
|
|
|
|
28.12
|
|
|
|
31.18
|
|
Shares outstanding (actual)
|
|
6,295,750
|
|
|
6,295,750
|
|
|
6,301,191
|
|
|
6,301,191
|
|
|
6,306,162
|
|
(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 2nd 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
$7.9 million during the 2nd quarter, primarily as a result of increased market
values of our MLP investments. Average total assets for the quarter increased as
compared to 1st quarter 2013, 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 $0.3975 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 2nd quarter 2013 were approximately $3.7 million. This
represents a 2.5 percent increase as compared to 1st quarter 2013 and an
increase of 7.0 percent as compared to 2nd 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 1.19 percent of average total assets for the
2nd quarter 2013 as compared to 1.22 percent for the 2nd quarter 2012 and 1.21
percent for the 1st quarter 2013.
Advisory fees for the 2nd quarter
2013 increased 12.3 percent from 1st quarter 2013 as a result of increased
average managed assets for the quarter as discussed above. Other operating
expenses decreased approximately $6,000 as compared to 1st quarter 2013.
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 $193,000 for the 2nd quarter 2013, a slight increase as
compared to the 1st quarter 2013. Our average annualized total cost of leverage,
including interest rate swaps, was 2.24 percent as of May 31, 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 5.3
years at May 31, 2013. This swap arrangement effectively fixes the cost of
approximately 76 percent of our outstanding leverage as of May 31, 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 2nd quarter 2013, our DCF was
approximately $2.7 million, an increase of 6.0 percent as compared to 2nd
quarter 2012 and an increase of 0.8 percent as compared to 1st quarter 2013. The
changes are the net result of changes to distributions and expenses as outlined
above. We declared a distribution of $2.5 million, or $0.3975 per share, during
the quarter. This represents an increase of $0.01 per share as compared to 2nd
quarter 2012 and an increase of $0.0025 per share as compared to 1st quarter
2013.
Our distribution coverage ratio was
109.1 percent for 2nd quarter 2013, an increase in the coverage ratio of 3.1
percent as compared to 2nd quarter 2012 and an increase of 0.1 percent as
compared to 1st quarter 2013. Our goal is to pay what we believe to be
sustainable distributions with any increases safely covered by earned DCF. A
distribution coverage ratio of greater than 100 percent provides flexibility for
on-going management of the portfolio, changes in leverage costs, the impact of
taxes from realized gains and other expenses. An on-going distribution coverage
ratio of less than 100 percent will, over time, erode the earning power of a
portfolio and may lead to lower distributions. We expect to allocate a portion
of the projected future growth in DCF to increase distributions to stockholders
while also continuing to build critical distribution coverage to help preserve
the sustainability of distributions to stockholders for the years ahead.
Net investment loss before income
taxes on the Statement of Operations is adjusted as follows to reconcile to DCF
for 2013 YTD and 2nd quarter 2013 (in thousands):
|
2013
|
|
2nd
Qtr
|
|
YTD
|
|
2013
|
Net Investment
Loss, before Income Taxes
|
$
|
(1,752
|
)
|
|
$
|
(1,338
|
)
|
Adjustments to reconcile to
DCF:
|
|
|
|
|
|
|
|
Dividends paid in stock
|
|
455
|
|
|
|
205
|
|
Distributions characterized as return of capital
|
|
6,934
|
|
|
|
3,964
|
|
Interest rate swap
expenses
|
|
(189
|
)
|
|
|
(96
|
)
|
DCF
|
$
|
5,448
|
|
|
$
|
2,735
|
|
2013 2nd Quarter
Report
5
Managements Discussion
(Unaudited)
(Continued)
|
Liquidity and Capital
Resources
We had total assets of $253 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 2nd quarter
2013, total assets increased by approximately $7.9 million, primarily the result
of a $6.7 million increase in the value of our investments as reflected by the
change in realized and unrealized gains on investments (excluding return of
capital on distributions) and net purchases of approximately $1.1
million.
Total leverage outstanding at May 31,
2013 was $32.9 million, an increase of $0.5 million as compared to February 28,
2013. Total leverage represented 13.0 percent of total assets at May 31, 2013, a
decrease from 13.2 percent of total assets at February 28, 2013 and 14.8 percent
at May 31, 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. We currently estimate that 80 to 100 percent of 2013
distributions will be characterized as qualified dividend income for tax
purposes, with the remaining percentage, if any, characterized as return of
capital. A final determination of the characterization will be made in January
2014.
As of November 30, 2012, we had
approximately $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 May
31, 2013, our investments are valued at $252.4 million, with an adjusted cost of
$157.8 million. The $94.6 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 May 31,
2013, the balance sheet reflects a net deferred tax liability of approximately
$40.0 million or $6.34 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
May 31, 2013
|
(Unaudited)
|
|
Shares
|
|
Fair Value
|
Master Limited Partnerships
and
|
|
|
|
|
|
Related
Companies 141.0%
(1)
|
|
|
|
|
|
|
|
Crude/Refined Products Pipelines
44.7%
(1)
|
|
|
|
|
United States 44.7%
(1)
|
|
|
|
|
|
Buckeye
Partners, L.P.
(2)
|
155,600
|
|
$
|
10,291,384
|
|
Enbridge Energy Partners,
L.P.
(2)
|
290,604
|
|
|
8,575,724
|
|
Holly Energy
Partners, L.P.
(2)
|
95,360
|
|
|
3,429,146
|
|
Magellan Midstream Partners,
L.P.
(2)
|
301,400
|
|
|
15,669,786
|
|
MPLX
LP
|
86,500
|
|
|
3,211,745
|
|
NuStar Energy
L.P.
(2)
|
125,400
|
|
|
5,842,386
|
|
Oiltanking
Partners, L.P.
|
24,900
|
|
|
1,232,550
|
|
Plains All American Pipeline,
L.P.
(2)
|
290,600
|
|
|
16,325,908
|
|
Rose Rock
Midstream, L.P.
|
19,042
|
|
|
703,792
|
|
Sunoco Logistics Partners
L.P.
(2)
|
158,440
|
|
|
9,591,958
|
|
Tesoro Logistics
L.P.
(2)
|
57,800
|
|
|
3,585,912
|
|
|
|
|
|
78,460,291
|
|
Natural Gas/Natural Gas Liquids
Pipelines 63.4%
(1)
|
|
|
United States 63.4%
(1)
|
|
|
|
|
|
Boardwalk
Pipeline Partners, L.P.
(2)
|
151,612
|
|
|
4,487,715
|
|
El Paso Pipeline Partners,
L.P.
(2)
|
370,310
|
|
|
15,216,038
|
|
Energy Transfer
Equity, L.P.
(2)
|
110,400
|
|
|
6,310,464
|
|
Energy Transfer Partners,
L.P.
(2)
|
206,800
|
|
|
10,052,548
|
|
Enterprise
Products Partners L.P.
(2)(3)
|
293,700
|
|
|
17,442,843
|
|
EQT Midstream Partners,
L.P.
|
44,263
|
|
|
2,162,690
|
|
Inergy
Midstream, L.P.
|
125,900
|
|
|
2,831,491
|
|
Inergy Midstream,
L.P.
(4)
|
23,809
|
|
|
533,798
|
|
Kinder Morgan
Energy Partners, L.P.
(2)
|
67,991
|
|
|
5,670,449
|
|
Kinder Morgan Management,
L.L.C.
(2)(5)
|
159,991
|
|
|
12,994,451
|
|
ONEOK Partners,
L.P.
(2)
|
144,240
|
|
|
7,465,862
|
|
Regency Energy Partners
L.P.
(2)
|
392,400
|
|
|
10,061,136
|
|
Spectra Energy
Partners, L.P.
(2)
|
121,100
|
|
|
4,312,371
|
|
TC PipeLines,
L.P.
(2)
|
27,000
|
|
|
1,176,390
|
|
Williams
Partners L.P.
(2)
|
212,300
|
|
|
10,591,647
|
|
|
|
|
|
111,309,893
|
|
Natural Gas Gathering/Processing
19.5%
(1)
|
|
|
|
|
United States 19.5%
(1)
|
|
|
|
|
|
Access Midstream
Partners, L.P.
(2)
|
139,200
|
|
|
5,988,384
|
|
Crestwood Midstream Partners,
L.P.
|
54,317
|
|
|
1,344,346
|
|
DCP Midstream
Partners, L.P.
(2)
|
130,100
|
|
|
6,218,780
|
|
MarkWest Energy Partners,
L.P.
(2)
|
92,400
|
|
|
6,083,616
|
|
Summit Midstream
Partners, LP
|
45,300
|
|
|
1,412,001
|
|
Targa Resources Partners
L.P.
(2)
|
134,400
|
|
|
6,250,944
|
|
Western Gas
Equity Partners, LP
|
41,104
|
|
|
1,538,112
|
|
Western Gas Partners
L.P.
(2)
|
90,700
|
|
|
5,335,881
|
|
|
|
|
|
34,172,064
|
|
Oil
and Gas Production 12.1%
(1)
|
|
|
|
|
|
United States
12.1%
(1)
|
|
|
|
|
|
BreitBurn Energy Partners
L.P.
(2)
|
181,288
|
|
|
3,359,267
|
|
EV Energy
Partners, L.P.
(2)
|
72,900
|
|
|
2,774,574
|
|
Legacy Reserves,
L.P.
(2)
|
109,155
|
|
|
2,892,607
|
|
Linn Energy,
LLC
(2)
|
256,200
|
|
|
8,428,980
|
|
Pioneer Southwest Energy
Partners L.P.
|
47,800
|
|
|
1,553,500
|
|
Vanguard Natural
Resources, LLC
(2)
|
78,000
|
|
|
2,195,700
|
|
|
|
|
|
21,204,628
|
|
Marine Transportation
1.3%
(1)
|
|
|
|
|
|
Republic of the Marshall Islands
1.3%
(1)
|
|
|
|
|
|
Teekay LNG
Partners L.P.
(2)
|
53,500
|
|
|
2,295,150
|
|
Total Master Limited
Partnerships and
|
|
|
|
|
|
Related
Companies (Cost $153,920,395)
|
|
|
|
247,442,026
|
|
|
|
|
|
|
|
Common Stock
2.4%
(1)
|
|
|
|
|
|
|
Marine Transportation
0.9%
(1)
|
|
|
|
|
|
Republic of the Marshall Islands
0.9%
(1)
|
|
|
|
|
|
Teekay Offshore
Partners L.P.
(2)
|
52,700
|
|
|
1,709,061
|
|
|
|
|
|
|
|
Other 1.5%
(1)
|
|
|
|
|
|
|
|
|
|
|
|
Republic of the Marshall Islands
1.5%
(1)
|
|
|
|
|
|
Seadrill
Partners LLC
|
90,000
|
|
|
2,592,000
|
|
Total Common
Stock (Cost $3,239,530)
|
|
|
|
4,301,061
|
|
Short-Term Investment 0.4%
(1)
|
|
|
|
|
|
United States Investment Company
0.4%
(1)
|
|
|
|
|
|
Fidelity Institutional Money
Market Portfolio
|
|
|
|
|
|
Class
I, 0.08%
(6)
(Cost $640,512)
|
640,512
|
|
|
640,512
|
|
Total Investments
143.8%
(1)
|
|
|
|
|
|
(Cost
$157,800,437)
|
|
|
|
252,383,599
|
|
Interest Rate Swap Contracts
(0.4%)
(1)
|
|
|
|
|
|
$25,000,000
notional Unrealized Depreciation
(7)
|
|
|
|
(689,676
|
)
|
Other Assets and Liabilities
(43.4%)
(1)
|
|
|
|
(76,226,106
|
)
|
Total Net Assets Applicable to
Common
|
|
|
|
|
|
Stockholders
100.0%
(1)
|
|
|
$
|
175,467,817
|
|
(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 $689,676.
|
(4)
|
Restricted
securities have been fair valued in accordance with procedures approved by
the Board of Directors and have a total fair value of $533,798, 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 May 31, 2013.
|
(7)
|
See Note 10 to
the financial statements for further
disclosure.
|
See accompanying Notes to
Financial Statements.
2013 2nd Quarter
Report
7
Statement of Assets & Liabilities
May 31, 2013
|
(Unaudited)
|
Assets
|
|
|
|
Investments at fair value (cost $157,800,437)
|
$
|
252,383,599
|
|
Receivable for investments
sold
|
|
73,006
|
|
Distributions receivable from master limited partnerships
|
|
15,990
|
|
Prepaid expenses and other
assets
|
|
124,218
|
|
Total assets
|
|
252,596,813
|
|
Liabilities
|
|
|
|
Cash
overdraft
|
|
500,000
|
|
Payable to Adviser
|
|
429,474
|
|
Distributions payable to common stockholders
|
|
2,506,702
|
|
Accrued expenses and other
liabilities
|
|
127,063
|
|
Unrealized depreciation of interest rate swap contracts
|
|
689,676
|
|
Deferred tax liability
|
|
39,976,081
|
|
Short-term borrowings
|
|
32,900,000
|
|
Total liabilities
|
|
77,128,996
|
|
Net assets applicable to common stockholders
|
$
|
175,467,817
|
|
Net Assets Applicable to Common
Stockholders Consist of:
|
|
|
Capital
stock, $0.001 par value; 6,306,162 shares issued
|
|
|
|
and
outstanding (100,000,000 shares authorized)
|
$
|
6,306
|
|
Additional paid-in capital
|
|
92,248,700
|
|
Accumulated net investment loss, net of income taxes
|
|
(3,121,726
|
)
|
Undistributed net realized gain, net
of income taxes
|
|
15,085,713
|
|
Net
unrealized appreciation of investments and
|
|
|
|
interest rate swap contracts, net of income taxes
|
|
71,248,824
|
|
Net assets applicable to common stockholders
|
$
|
175,467,817
|
|
Net
Asset Value per common share outstanding
|
|
|
|
(net
assets applicable to common stock,
|
|
|
|
divided by common shares outstanding)
|
$
|
27.82
|
|
Statement
of Operations
Period
from December 1, 2012 through May 31, 2013
|
(Unaudited)
|
Investment Income
|
|
|
|
Distributions from master limited partnerships
|
$
|
6,721,202
|
|
Less return of capital on
distributions
|
|
(6,933,875
|
)
|
Net
distributions from master limited partnerships
|
|
(212,673
|
)
|
Dividend income
|
|
115,721
|
|
Dividends from money market mutual funds
|
|
116
|
|
Total Investment Loss
|
|
(96,836
|
)
|
Operating Expenses
|
|
|
|
Advisory fees
|
|
1,210,101
|
|
Professional fees
|
|
80,869
|
|
Administrator fees
|
|
48,439
|
|
Directors fees
|
|
26,740
|
|
Stockholder communication
expenses
|
|
26,397
|
|
Fund
accounting fees
|
|
19,575
|
|
Registration fees
|
|
12,252
|
|
Custodian fees and expenses
|
|
6,865
|
|
Stock transfer agent fees
|
|
6,015
|
|
Other
operating expenses
|
|
24,283
|
|
Total Operating Expenses
|
|
1,461,536
|
|
Leverage Expenses
|
|
|
|
Interest expense
|
|
193,067
|
|
Total Expenses
|
|
1,654,603
|
|
Net Investment Loss, before Income
Taxes
|
|
(1,751,439
|
)
|
Deferred tax benefit
|
|
648,682
|
|
Net Investment Loss
|
|
(1,102,757
|
)
|
Realized and Unrealized Gain on Investments
|
|
|
|
and Interest Rate
Swaps
|
|
|
|
Net
realized gain on investments
|
|
12,368,123
|
|
Net
realized loss on interest rate swap settlements
|
|
(187,357
|
)
|
Net realized gain, before income taxes
|
|
12,180,766
|
|
Deferred tax expense
|
|
(4,511,402
|
)
|
Net realized gain on investments and
|
|
|
|
interest rate swaps
|
|
7,669,364
|
|
Net
unrealized appreciation of investments
|
|
20,045,644
|
|
Net
unrealized appreciation of interest rate swap contracts
|
|
672,637
|
|
Net unrealized appreciation, before income taxes
|
|
20,718,281
|
|
Deferred tax expense
|
|
(7,673,450
|
)
|
Net unrealized appreciation of investments
|
|
|
|
and interest rate swap contracts
|
|
13,044,831
|
|
Net Realized and Unrealized Gain on
Investments
|
|
|
|
and Interest Rate
Swaps
|
|
20,714,195
|
|
Net
Increase in Net Assets Applicable to
|
|
|
|
Common
Stockholders Resulting from Operations
|
$
|
19,611,438
|
|
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
|
|
May 31, 2013
|
|
November 30,
2012
|
|
(Unaudited)
|
|
|
|
|
Operations
|
|
|
|
|
|
|
|
Net
investment loss
|
$
|
(1,102,757
|
)
|
|
$
|
(1,439,536
|
)
|
Net realized gain on investments and
interest rate swaps
|
|
7,669,364
|
|
|
|
12,025,458
|
|
Net
unrealized appreciation of investments and interest rate swap
contracts
|
|
13,044,831
|
|
|
|
3,842,041
|
|
Net
increase in net assets applicable to common stockholders
resulting from
operations
|
|
19,611,438
|
|
|
|
14,427,963
|
|
Distributions to Common Stockholders
|
|
|
|
|
|
|
|
Return of capital
|
|
(4,995,669
|
)
|
|
|
(9,792,027
|
)
|
Capital Stock Transactions
|
|
|
|
|
|
|
|
Issuance of 4,971 and 5,441 common
shares from reinvestment of
distributions to stockholders,
respectively
|
|
135,509
|
|
|
|
138,963
|
|
Total
increase in net assets applicable to common stockholders
|
|
14,751,278
|
|
|
|
4,774,899
|
|
Net Assets
|
|
|
|
|
|
|
|
Beginning of period
|
|
160,716,539
|
|
|
|
155,941,640
|
|
End of
period
|
$
|
175,467,817
|
|
|
$
|
160,716,539
|
|
Accumulated net investment loss, net
of income taxes, end of period
|
$
|
(3,121,726
|
)
|
|
$
|
(2,018,969
|
)
|
See accompanying Notes to
Financial Statements.
2013 2nd Quarter
Report
9
Statement of Cash Flows
Period from December 1, 2012 through
May 31, 2013
|
(Unaudited)
|
Cash Flows from Operating
Activities
|
|
|
|
Distributions received from master limited partnerships
|
$
|
6,721,007
|
|
Dividend income received
|
|
115,835
|
|
Purchases of long-term investments
|
|
(24,798,972
|
)
|
Proceeds from sales of long-term
investments
|
|
24,269,042
|
|
Purchases of short-term investments, net
|
|
(568,907
|
)
|
Payments on interest rate swap
contracts, net
|
|
(187,357
|
)
|
Interest expense paid
|
|
(193,129
|
)
|
Operating expenses paid
|
|
(1,465,319
|
)
|
Net
cash provided by operating activities
|
|
3,892,200
|
|
Cash Flows from Financing
Activities
|
|
|
|
Advances from margin loan facility
|
|
12,300,000
|
|
Repayments on margin loan
facility
|
|
(14,200,000
|
)
|
Distributions paid to common stockholders
|
|
(2,492,200
|
)
|
Net
cash used in financing activities
|
|
(4,392,200
|
)
|
Net
change in cash
|
|
(500,000
|
)
|
Cash beginning of period
|
|
|
|
Cash overdraft end of
period
|
$
|
(500,000
|
)
|
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
|
$
|
19,611,438
|
|
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
|
|
(24,798,972
|
)
|
Proceeds
from sales of long-term investments
|
|
24,342,048
|
|
Purchases
of short-term investments, net
|
|
(568,907
|
)
|
Return
of capital on distributions received
|
|
6,933,875
|
|
Deferred
tax expense
|
|
11,536,170
|
|
Net
unrealized appreciation of investments and
|
|
|
|
interest
rate swap contracts
|
|
(20,718,281
|
)
|
Net
realized gain on investments
|
|
(12,368,123
|
)
|
Changes
in operating assets and liabilities:
|
|
|
|
Increase
in distributions receivable from
|
|
|
|
master
limited partnerships
|
|
(195
|
)
|
Increase
in receivable for investments sold
|
|
(73,006
|
)
|
Increase
in prepaid expenses and other assets
|
|
(29,971
|
)
|
Increase
in payable to Adviser
|
|
53,186
|
|
Decrease
in accrued expenses and other liabilities
|
|
(27,062
|
)
|
Total adjustments
|
|
(15,719,238
|
)
|
Net
cash provided by operating activities
|
$
|
3,892,200
|
|
Non-Cash Financing Activities
|
|
|
|
Reinvestment of distributions by common stockholders
|
|
|
|
in
additional common shares
|
$
|
135,509
|
|
See accompanying Notes to
Financial Statements.
10
Tortoise North American Energy Corp.
|
|
Period
from
December 1, 2012
through
May 31, 2013
|
|
Year
Ended
November 30,
2012
|
|
Year
Ended
November 30,
2011
|
|
Year
Ended
November 30,
2010
|
|
Year
Ended
November 30,
2009
|
|
Year
Ended
November 30,
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)
|
|
|
|
(0.17
|
)
|
|
|
|
|
(0.23
|
)
|
|
|
|
|
(0.12
|
)
|
|
|
|
|
(0.09
|
)
|
|
|
|
|
0.25
|
|
|
|
|
|
0.43
|
|
|
Net
realized and unrealized gain (loss) on investments and
interest
rate swaps contracts
(2)
|
|
|
|
3.27
|
|
|
|
|
|
2.53
|
|
|
|
|
|
1.89
|
|
|
|
|
|
5.86
|
|
|
|
|
|
10.67
|
|
|
|
|
|
(15.14
|
)
|
|
Total
income (loss) from investment operations
|
|
|
|
3.10
|
|
|
|
|
|
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
|
|
|
|
(0.79
|
)
|
|
|
|
|
(1.56
|
)
|
|
|
|
|
(1.51
|
)
|
|
|
|
|
(1.48
|
)
|
|
|
|
|
(1.48
|
)
|
|
|
|
|
(1.49
|
)
|
|
Total
distributions to common stockholders
|
|
|
|
(0.79
|
)
|
|
|
|
|
(1.56
|
)
|
|
|
|
|
(1.51
|
)
|
|
|
|
|
(1.48
|
)
|
|
|
|
|
(1.48
|
)
|
|
|
|
|
(1.59
|
)
|
|
Net Asset Value, end
of period
|
|
|
$
|
27.82
|
|
|
|
|
$
|
25.51
|
|
|
|
|
$
|
24.77
|
|
|
|
|
$
|
24.51
|
|
|
|
|
$
|
20.22
|
|
|
|
|
$
|
10.78
|
|
|
Per common share
market value, end of period
|
|
|
$
|
31.18
|
|
|
|
|
$
|
25.06
|
|
|
|
|
$
|
24.05
|
|
|
|
|
$
|
24.44
|
|
|
|
|
$
|
19.49
|
|
|
|
|
$
|
9.25
|
|
|
Total Investment
Return Based on Market Value
(3)
|
|
|
|
27.96
|
%
|
|
|
|
|
10.87
|
%
|
|
|
|
|
4.77
|
%
|
|
|
|
|
33.62
|
%
|
|
|
|
|
131.66
|
%
|
|
|
|
|
(55.98
|
)%
|
|
|
|
Supplemental Data and
Ratios
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net assets applicable
to common stockholders,
end
of period (000s)
|
|
|
$
|
175,468
|
|
|
|
|
$
|
160,717
|
|
|
|
|
$
|
155,942
|
|
|
|
|
$
|
154,289
|
|
|
|
|
$
|
126,609
|
|
|
|
|
$
|
49,716
|
|
|
Average net assets
(000s)
|
|
|
$
|
172,197
|
|
|
|
|
$
|
160,825
|
|
|
|
|
$
|
157,410
|
|
|
|
|
$
|
141,986
|
|
|
|
|
$
|
80,041
|
|
|
|
|
$
|
113,045
|
|
|
Ratio of Expenses to
Average Net Assets
(4)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Advisory
fees
|
|
|
|
1.41
|
%
|
|
|
|
|
1.36
|
%
|
|
|
|
|
1.28
|
%
|
|
|
|
|
1.19
|
%
|
|
|
|
|
1.13
|
%
|
|
|
|
|
1.50
|
%
|
|
Other
expenses
|
|
|
|
0.29
|
|
|
|
|
|
0.31
|
|
|
|
|
|
0.32
|
|
|
|
|
|
0.38
|
|
|
|
|
|
1.01
|
|
|
|
|
|
0.48
|
|
|
Fee
waiver
|
|
|
|
|
|
|
|
|
|
(0.01
|
)
|
|
|
|
|
(0.07
|
)
|
|
|
|
|
(0.12
|
)
|
|
|
|
|
(0.12
|
)
|
|
|
|
|
(0.23
|
)
|
|
Subtotal
|
|
|
|
1.70
|
|
|
|
|
|
1.66
|
|
|
|
|
|
1.53
|
|
|
|
|
|
1.45
|
|
|
|
|
|
2.02
|
|
|
|
|
|
1.75
|
|
|
Leverage
expenses
(5)
|
|
|
|
0.22
|
|
|
|
|
|
0.24
|
|
|
|
|
|
0.47
|
|
|
|
|
|
0.75
|
|
|
|
|
|
1.17
|
|
|
|
|
|
3.71
|
|
|
Income tax expense
(benefit)
(6)
|
|
|
|
13.44
|
|
|
|
|
|
5.31
|
|
|
|
|
|
4.30
|
|
|
|
|
|
13.10
|
|
|
|
|
|
(4.70
|
)
|
|
|
|
|
0.06
|
|
|
Total
expenses
|
|
|
|
15.36
|
%
|
|
|
|
|
7.21
|
%
|
|
|
|
|
6.30
|
%
|
|
|
|
|
15.30
|
%
|
|
|
|
|
(1.51
|
)%
|
|
|
|
|
5.52
|
%
|
|
See accompanying Notes to
Financial Statements.
2013 2nd Quarter
Report
11
Financial Highlights
(Continued)
|
|
|
Period
from
December 1, 2012
through
May 31,
2013
|
|
Year
Ended
November 30,
2012
|
|
Year
Ended
November 30,
2011
|
|
Year
Ended
November 30,
2010
|
|
Year
Ended
November 30,
2009
|
|
Year
Ended
November 30,
2008
|
|
|
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratio of net
investment income (loss) to average net assets
before
fee waiver
(4)(5)
|
|
|
|
(1.28
|
)%
|
|
|
|
|
(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)
|
|
|
|
(1.28
|
)%
|
|
|
|
|
(0.89
|
)%
|
|
|
|
|
(0.47
|
)%
|
|
|
|
|
(0.38
|
)%
|
|
|
|
|
1.94
|
%
|
|
|
|
|
1.74
|
%
|
|
Portfolio turnover
rate
|
|
|
|
10.01
|
%
|
|
|
|
|
22.37
|
%
|
|
|
|
|
27.34
|
%
|
|
|
|
|
27.89
|
%
|
|
|
|
|
41.90
|
%
|
|
|
|
|
36.69
|
%
|
|
Short-term borrowings,
end of period (000s)
|
|
|
$
|
32,900
|
|
|
|
|
$
|
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
|
|
|
$
|
27.82
|
|
|
|
|
$
|
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)
|
|
|
$
|
6,333
|
|
|
|
|
$
|
5,618
|
|
|
|
|
$
|
5,982
|
|
|
|
|
$
|
7,074
|
|
|
|
|
$
|
7,058
|
|
|
|
|
$
|
4,981
|
|
|
Asset coverage ratio
of long-term debt obligations
and
short-term borrowings
(7)
|
|
|
|
633
|
%
|
|
|
|
|
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, 2012, 2011, 2010, 2009, and
2008 do not reflect the change in estimate of investment income and return
of capital, for the respective year. See Note 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 May 31, 2013, the Company accrued
$11,536,170 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)
May 31,
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 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.
2013 2nd Quarter
Report
13
Notes
to Financial Statements
(Unaudited)
(Continued)
|
For the period from December 1, 2011
through November 30, 2012, the Company estimated the allocation of investment
income and return of capital for the distributions received from MLPs within the
Statement of Operations. For this period, the Company had estimated
approximately 10 percent of total distributions as investment income and
approximately 90 percent as return of capital.
Subsequent to November 30, 2012, the
Company reallocated the amount of investment income and return of capital it
recognized for the period from December 1, 2011 through November 30, 2012 based
on the 2012 tax reporting information received from the individual MLPs. This
reclassification amounted to a decrease in pre-tax net investment income of
approximately $775,000 or $0.123 per share ($486,000 or $0.077 per share, net of
deferred tax benefit), an increase in unrealized appreciation of investments of
approximately $726,000 or $0.115 per share ($455,000 or $0.072 per share, net of
deferred tax expense), and an increase in realized gains of approximately
$49,000 or $0.008 per share ($31,000 or $0.005 per share, net of deferred tax
expense) for the period from December 1, 2012 through May 31, 2013.
Subsequent to the period ended
February 28, 2013, the Company reallocated the amount of investment income and
return of capital it recognized in the current fiscal year based on its revised
2013 estimates, after considering the final allocations for 2012. This
reclassification amounted to a decrease in pre-tax net investment income of
approximately $57,000 or $0.009 per share ($36,000 or $0.006 per share, net of
deferred tax benefit), a decrease in unrealized appreciation of investments of
approximately $162,000 or $0.026 per share ($101,000 or $0.016 per share, net of
deferred tax benefit), and an increase in realized gains of approximately
$219,000 or $0.035 per share ($137,000 or $0.022 per share, net of deferred tax
expense).
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 May 31, 2013 was 100 percent return
of capital. For tax purposes, the Companys distributions to common stockholders
for the year ended November 30, 2012 were 100 percent qualified dividend income.
The tax character of distributions paid to common stockholders in the current
year will be determined subsequent to November 30, 2013.
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.
14
Tortoise North American Energy Corp.
Notes
to Financial Statements
(Unaudited)
(Continued)
|
K. Recent Accounting
Pronouncements
In December 2011, the Financial
Accounting Standards Board issued ASU 2011-11 Balance Sheet (Topic 210)
Disclosures about Offsetting Assets and Liabilities. ASU 2011-11 requires new
disclosures for recognized financial instruments and derivative instruments that
are either offset on the balance sheet in accordance with the offsetting
guidance in ASC 210-20-45 or ASC 815-10-45 or are subject to an enforceable
master netting arrangement or similar arrangement. ASU 2011-11 is effective for
periods beginning on or after January 1, 2013 and must be applied
retrospectively. Management is currently evaluating the impact of these
amendments on the financial statements.
In January 2013, the Financial
Accounting Standards Board issued Accounting Standards Update No. 2013-01
Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities
(ASU 2013-01) which amended Accounting Standards Codification Subtopic 210-20,
Balance Sheet Offsetting. ASU 2013-01 clarified the scope of ASU No. 2011-11
Disclosures about Offsetting Assets and Liabilities (ASU 2011-11). ASU
2013-01 clarifies the scope of ASU 2011-11 as applying to derivatives accounted
for in accordance with Topic 815, Derivatives and Hedging, including bifurcated
embedded derivatives, repurchase agreements and reverse repurchase agreements,
and securities borrowing and securities lending transactions that are offset
either in accordance with other requirements of U.S. GAAP or subject to an
enforceable master netting arrangement or similar agreement. The guidance in ASU
2013-01 and ASU 2011-11 is effective for interim and annual periods beginning on
or after January 1, 2013. Adoption of ASU 2011-11 will have no effect on the
Companys net assets. Management is currently evaluating any impact ASU 2013-01
and ASU 2011-11 may have on the Companys financial statements.
3. Concentration of
Risk
Under normal conditions, the Company
will have at least 80 percent of its total assets in equity securities of
companies in the energy sector with their primary operations in North America
(Energy Companies). Energy Companies include companies that derive more than
50 percent of their revenues from transporting, processing, storing,
distributing or marketing natural gas, natural gas liquids, electricity, coal,
crude oil or refined petroleum products, or exploring, developing, managing or
producing such commodities. The Company may invest up to 50 percent of its total
assets in restricted securities. In determining application of these policies,
the term total assets includes assets obtained through leverage. Companies
that primarily invest in a particular sector may experience greater volatility
than companies investing in a broad range of industry sectors. The Company may,
for defensive purposes, temporarily invest all or a significant portion of its
assets in investment grade securities, short-term debt securities and cash or
cash equivalents. To the extent the Company uses this strategy, it may not
achieve its investment objective.
4. Agreements
The Company has entered into an
Investment Advisory Agreement with Tortoise Capital Advisors, L.L.C. (the
Adviser). Under the terms of the agreement, the Company pays the Adviser a fee
equal to an annual rate of 1.00 percent of the Companys average monthly total
assets (including any assets attributable to leverage) minus accrued liabilities
(other than debt entered into for purposes of leverage and the aggregate
liquidation preference of outstanding preferred stock, if any) (Managed
Assets), in exchange for the investment advisory services provided.
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 May 31, 2013, are as
follows:
Deferred tax assets:
|
|
|
|
Net operating loss
carryforwards
|
|
$
|
6,301,994
|
Capital loss
carryforwards
|
|
|
621,918
|
AMT credit
|
|
|
33,959
|
Organization costs
|
|
|
39,097
|
State of Kansas
credit
|
|
|
4,055
|
|
|
|
7,001,023
|
Deferred tax
liabilities:
|
|
|
|
Basis reduction of investment
in MLPs
|
|
|
11,990,143
|
Net unrealized gains on
investment securities
|
|
|
34,986,961
|
|
|
|
46,977,104
|
Total net
deferred tax liability
|
|
$
|
39,976,081
|
At May 31, 2013, a valuation
allowance on deferred tax assets was not deemed necessary because the Company
believes it is more likely than not that there is an ability to realize its
deferred tax assets through future taxable income 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 May 31,
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.
2013 2nd Quarter
Report
15
Notes
to Financial Statements
(Unaudited)
(Continued)
|
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 May 31, 2013, as follows:
Application of
statutory income tax rate
|
|
$
|
10,590,187
|
|
State income taxes, net of
federal tax benefit
|
|
|
1,012,297
|
|
Dividends
received deduction
|
|
|
(66,314
|
)
|
Total income tax
expense
|
|
$
|
11,536,170
|
|
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 May 31, 2013, the components of income tax expense include deferred
federal and state income tax expense (net of federal tax benefit) of $10,529,659
and $1,006,511, 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 $13,408,000. 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 $2,758,000 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 May 31,
2013 includes amounts for the period from December 1, 2012 through May 31, 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.
As of May 31, 2013, the aggregate
cost of securities for federal income tax purposes was $125,612,135. The
aggregate gross unrealized appreciation for all securities in which there was an
excess of fair value over tax cost was $126,771,464, 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
$126,771,464.
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 May 31, 2013. These assets are measured on a recurring
basis.
Description
|
|
Fair Value at
May 31, 2013
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
Assets
|
|
|
|
|
|
|
|
|
|
|
Equity Securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
Stock
(a)
|
|
$
|
4,301,061
|
|
$
|
4,301,061
|
|
$
|
|
|
$
|
|
Master Limited
Partnerships
and
Related Companies
(a)
|
|
|
247,442,026
|
|
|
246,908,228
|
|
|
533,798
|
|
|
|
Total Equity
Securities
|
|
|
251,743,087
|
|
|
251,209,289
|
|
|
533,798
|
|
|
|
Other Securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-Term
Investment
(b)
|
|
|
640,512
|
|
|
640,512
|
|
|
|
|
|
|
Total Assets
|
|
$
|
252,383,599
|
|
$
|
251,849,801
|
|
$
|
533,798
|
|
$
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest Rate Swap
Contracts
|
|
$
|
689,676
|
|
$
|
|
|
$
|
689,676
|
|
$
|
|
(a)
|
All other
industry classifications are identified in the Schedule of
Investments.
|
(b)
|
Short-term
investment is a sweep investment for cash balances in the Company at May
31, 2013.
|
The Company did not hold any Level 3
securities during the period from December 1, 2012 through May 31,
2013.
Valuation
Techniques
In general, and where applicable, the
Company uses readily available market quotations based upon the last updated
sales price from the principal market to determine fair value. This pricing
methodology applies to the Companys Level 1 investments.
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 May 31, 2013.
16
Tortoise North American Energy Corp.
Notes
to Financial Statements
(Unaudited)
(Continued)
|
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 May 31, 2013.
Investment Security
|
|
Number of
Shares
|
|
Acquisition
Date
|
|
Acquisition
Cost
|
|
Fair Value
|
|
Fair Value
Per
Share
|
|
Fair Value as
Percent of
Net
Assets
|
Inergy Midstream, L.P.
Unregistered Common
Units
|
|
23,809
|
|
12/7/12
|
|
$ 499,989
|
|
$ 533,798
|
|
$ 22.42
|
|
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 May 31, 2013, the Company purchased (at cost) and sold securities
(proceeds received) in the amount of $24,798,972 and $24,342,048 (excluding
short-term debt securities), respectively.
9. Credit Facility
As of May 31, 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 May 31, 2013, was approximately $35,100,000 and 1.05
percent, respectively. At May 31, 2013, the principal balance outstanding was
$32,900,000 at an interest rate of 1.04 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 May 31, 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 segregates a portion of its assets as collateral for the
amount of any net liability of its interest rate swap contracts. Details of the
interest rate swap contracts outstanding as of May 31, 2013, are as
follows:
Counterparty
|
|
Maturity
Date
|
|
Notional
Amount
|
|
Fixed Rate
Paid by the
Company
|
|
Floating Rate
Received by
the Company
|
|
Unrealized
Depreciation
|
The Bank of Nova
Scotia
|
|
09/02/2014
|
|
$
|
5,000,000
|
|
0.654%
|
|
1-month U.S. Dollar LIBOR
|
|
|
$
|
(26,281)
|
|
The Bank of Nova
Scotia
|
|
09/02/2016
|
|
|
5,000,000
|
|
1.258%
|
|
1-month U.S.
Dollar LIBOR
|
|
|
|
(105,500)
|
|
The Bank of Nova
Scotia
|
|
09/02/2018
|
|
|
5,000,000
|
|
1.815%
|
|
1-month U.S. Dollar LIBOR
|
|
|
|
(168,228)
|
|
The Bank of Nova
Scotia
|
|
09/02/2021
|
|
|
10,000,000
|
|
2.381%
|
|
1-month U.S.
Dollar LIBOR
|
|
|
|
(389,667)
|
|
|
|
|
|
$
|
25,000,000
|
|
|
|
|
|
|
$
|
(689,676)
|
|
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 $672,637 for the period ended May
31, 2013 is included in the Statement of Operations. Cash settlement payments
under the terms of the interest rate swap contracts in the amount of $187,357
are recorded as realized losses for the period ended May 31, 2013. The total
notional amount of all open swap agreements at May 31, 2013 is indicative of the
volume of this derivative type for the period ended May 31, 2013.
11. Common Stock
The Company has 100,000,000 shares of
capital stock authorized and 6,306,162 shares outstanding at May 31, 2013.
Transactions in common stock for the period ended May 31, 2013, were as
follows:
Shares at
November 30, 2012
|
|
6,301,191
|
Shares issued through
reinvestment of distributions
|
|
4,971
|
Shares at May
31, 2013
|
|
6,306,162
|
12. Subsequent
Events
On June 3, 2013, the Company paid a
distribution in the amount of $0.3975 per common share, for a total of
$2,506,699. Of this total, the dividend reinvestment amounted to
$134,438.
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 2nd Quarter
Report
17
Additional Information
(Unaudited)
|
Stockholder Proxy Voting
Results
The annual meeting of stockholders
was held on May 30, 2013. The matters considered at the meeting, together with
the actual vote tabulations relating to such matters are as follows:
1.
|
To elect two
directors of the Company, to hold office for a term of three years and
until their successors are duly elected and qualified.
|
|
|
No. of Shares
|
John R.
Graham
|
|
Affirmative
|
3,916,042
|
Withheld
|
570,163
|
TOTAL
|
4,486,205
|
|
|
No. of Shares
|
H. Kevin
Birzer
|
|
Affirmative
|
3,914,254
|
Withheld
|
571,951
|
TOTAL
|
4,486,205
|
Each of Conrad S. Ciccotello and
Terry Matlack continued as a director with a term expiring on the date of the
2014 annual meeting of stockholders. Charles E. Heath continued as a director
and his term expires on the date of the 2015 annual meeting of stockholders.
2.
|
To approve a
proposal to authorize flexibility to the Company to sell its common shares
for less than net asset value, subject to certain conditions.
|
|
Vote of Common
Stockholders
|
No.
of
|
of Record (26
Stockholders of
|
Recordholders
|
Record as of Record
Date)
|
Voting
|
Affirmative
|
17
|
Against
|
3
|
Abstain
|
2
|
Broker Non-votes
|
0
|
TOTAL
|
22
|
|
Vote of Stockholders
|
No. of Shares
|
Affirmative
|
1,187,942
|
Against
|
350,509
|
Abstain
|
42,884
|
Broker Non-votes
|
2,904,870
|
TOTAL
|
4,486,205
|
3.
|
To ratify the
selection of Ernst & Young LLP as the independent registered public
accounting firm of the Company for its fiscal year ending November 30,
2013.
|
|
|
No. of Shares
|
Affirmative
|
4,439,594
|
Against
|
31,586
|
Abstain
|
15,025
|
TOTAL
|
4,486,205
|
Based upon votes required for
approval, each of these matters passed.
Director and Officer
Compensation
The Company does not compensate any
of its directors who are interested persons, as defined in Section 2(a)(19) of
the 1940 Act, nor any of its officers. For the period ended May 31, 2013, the
aggregate compensation paid by the Company to the independent directors was
$25,500. The Company did not pay any special compensation to any of its
directors or officers.
Forward-Looking
Statements
This report contains forward-looking
statements within the meaning of the Securities Act of 1933 and the Securities
Exchange Act of 1934. By their nature, all forward-looking statements involve
risks and uncertainties, and actual results could differ materially from those
contemplated by the forward-looking statements. Several factors that could
materially affect the 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.
18
Tortoise North American Energy Corp.
Additional Information
(Unaudited)
(Continued)
|
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.