nv30bv2
THIRD QUARTER REPORT
AUGUST 31, 2009 |
CONTENTS
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS: This report contains forward-looking
statements as defined under the U.S. federal securities laws. Generally, the words believe,
expect, intend, estimate, anticipate, project, will and similar expressions identify
forward-looking statements, which generally are not historical in nature. Forward-looking
statements are subject to certain risks and uncertainties that could cause actual results to
materially differ from the Companys historical experience and its present expectations or
projections indicated in any forward-looking statements. These risks include, but are not limited
to, changes in economic and political conditions; regulatory and legal changes; MLP industry risk;
leverage risk; valuation risk; interest rate risk; tax risk; and other risks discussed in the
Companys filings with the SEC. You should not place undue reliance on forward-looking statements,
which speak only as of the date they are made. The Company undertakes no obligation to update or
revise any forward-looking statements made herein. There is no assurance that the Companys
investment objectives will be attained.
KAYNE ANDERSON MLP INVESTMENT COMPANY
SCHEDULE OF INVESTMENTS
AUGUST 31, 2009
(amounts in 000s, except number of option contracts)
(UNAUDITED)
|
|
|
|
|
|
|
|
|
|
|
No. of |
|
|
Description |
|
Shares/Units |
|
Value |
Long-Term Investments 146.0% |
|
|
|
|
|
|
|
|
Equity Investments(a) 141.4% |
|
|
|
|
|
|
|
|
Midstream MLP(b) 91.6% |
|
|
|
|
|
|
|
|
Boardwalk Pipeline Partners, LP |
|
|
369 |
|
|
$ |
8,648 |
|
Buckeye Partners, L.P. |
|
|
736 |
|
|
|
34,555 |
|
Copano Energy, L.L.C. |
|
|
3,370 |
|
|
|
52,329 |
|
Crosstex Energy, L.P.(c) |
|
|
3,084 |
|
|
|
12,088 |
|
DCP Midstream Partners, LP |
|
|
618 |
|
|
|
13,842 |
|
Duncan Energy Partners L.P. |
|
|
262 |
|
|
|
4,758 |
|
El Paso Pipeline Partners, L.P. |
|
|
538 |
|
|
|
10,456 |
|
Enbridge Energy Partners, L.P.(d) |
|
|
1,214 |
|
|
|
52,040 |
|
Energy Transfer Partners, L.P. |
|
|
1,812 |
|
|
|
73,459 |
|
Enterprise Products Partners L.P. |
|
|
3,829 |
|
|
|
103,379 |
|
Exterran Partners, L.P. |
|
|
905 |
|
|
|
14,142 |
|
Global Partners LP |
|
|
1,376 |
|
|
|
30,356 |
|
Holly Energy Partners, L.P. |
|
|
278 |
|
|
|
10,184 |
|
Magellan Midstream Partners, L.P. |
|
|
957 |
|
|
|
34,664 |
|
MarkWest Energy Partners, L.P. |
|
|
2,733 |
|
|
|
56,468 |
|
Martin Midstream Partners L.P. |
|
|
341 |
|
|
|
8,182 |
|
ONEOK Partners, L.P.(d) |
|
|
632 |
|
|
|
31,661 |
|
Plains All American Pipeline, L.P.(e) |
|
|
2,876 |
|
|
|
136,455 |
|
Quicksilver Gas Services LP |
|
|
248 |
|
|
|
3,643 |
|
Regency Energy Partners LP |
|
|
2,858 |
|
|
|
46,521 |
|
Spectra Energy Partners, LP |
|
|
297 |
|
|
|
6,881 |
|
Targa Resources Partners LP |
|
|
242 |
|
|
|
4,093 |
|
TC PipeLines, LP |
|
|
836 |
|
|
|
30,521 |
|
TEPPCO Partners, L.P. |
|
|
183 |
|
|
|
6,039 |
|
TransMontaigne Partners L.P. |
|
|
233 |
|
|
|
6,273 |
|
Western Gas Partners, LP |
|
|
815 |
|
|
|
13,735 |
|
Williams Partners L.P. |
|
|
1,565 |
|
|
|
31,066 |
|
Williams Pipeline Partners L.P. |
|
|
548 |
|
|
|
10,121 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
846,559 |
|
|
|
|
|
|
|
|
Propane MLP 9.7% |
|
|
|
|
|
|
|
|
Inergy, L.P. |
|
|
3,216 |
|
|
|
89,668 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shipping MLP 6.1% |
|
|
|
|
|
|
|
|
Capital Product Partners L.P. |
|
|
785 |
|
|
|
6,207 |
|
K-Sea Transportation Partners L.P. |
|
|
582 |
|
|
|
11,157 |
|
Navios Maritime Partners L.P. |
|
|
472 |
|
|
|
5,521 |
|
OSG America L.P. |
|
|
624 |
|
|
|
5,225 |
|
Teekay LNG Partners L.P. |
|
|
907 |
|
|
|
20,817 |
|
Teekay Offshore Partners L.P. |
|
|
534 |
|
|
|
7,511 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
56,438 |
|
|
|
|
|
|
|
|
See accompanying notes to financial statements.
2
KAYNE ANDERSON MLP INVESTMENT COMPANY
SCHEDULE OF INVESTMENTS
AUGUST 31, 2009
(amounts in 000s, except number of option contracts)
(UNAUDITED)
|
|
|
|
|
|
|
|
|
|
|
No. of |
|
|
Description |
|
Shares/Units |
|
Value |
Coal MLP 0.5% |
|
|
|
|
|
|
|
|
Alliance Resource Partners, L.P. |
|
|
87 |
|
|
$ |
2,870 |
|
Clearwater Natural Resources, LP Unregistered(c)(f)(g) |
|
|
(h) |
|
|
|
|
|
Penn Virginia Resource Partners, L.P. |
|
|
87 |
|
|
|
1,292 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,162 |
|
|
|
|
|
|
|
|
Upstream MLP 0.3% |
|
|
|
|
|
|
|
|
Legacy Reserves LP |
|
|
206 |
|
|
|
3,165 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
MLP Affiliates(b) 12.3% |
|
|
|
|
|
|
|
|
Enbridge Energy Management, L.L.C.(i) |
|
|
625 |
|
|
|
26,312 |
|
Kinder Morgan Management, LLC(d)(i) |
|
|
1,844 |
|
|
|
87,282 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
113,594 |
|
|
|
|
|
|
|
|
General Partner MLP(b) 20.3% |
|
|
|
|
|
|
|
|
Alliance Holdings GP L.P. |
|
|
629 |
|
|
|
12,742 |
|
CNR GP Holdco, LLC Unregistered(c)(f)(g)(j) |
|
|
N/A |
|
|
|
|
|
Energy Transfer Equity, L.P. |
|
|
2,490 |
|
|
|
66,949 |
|
Enterprise GP Holdings L.P. |
|
|
1,243 |
|
|
|
34,796 |
|
Inergy Holdings, L.P. |
|
|
67 |
|
|
|
2,940 |
|
Magellan Midstream Holdings, L.P. |
|
|
3,224 |
|
|
|
70,188 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
187,615 |
|
|
|
|
|
|
|
|
Other MLP 0.6% |
|
|
|
|
|
|
|
|
Calumet Specialty Products Partners, L.P. |
|
|
373 |
|
|
|
5,283 |
|
|
|
|
|
|
|
|
Total Equity Investments (Cost $1,152,730) |
|
|
|
|
|
|
1,306,484 |
|
|
|
|
|
|
|
|
See accompanying notes to financial statements.
3
KAYNE ANDERSON MLP INVESTMENT COMPANY
SCHEDULE OF INVESTMENTS
AUGUST 31, 2009
(amounts in 000s, except number of option contracts)
(UNAUDITED)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest |
|
Maturity |
|
Principal |
|
|
Description |
|
Rate |
|
Date |
|
Amount |
|
Value |
Energy Debt Investments 4.6% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Coal MLP 0.6% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Clearwater Natural Resources, LP(c)(f)(g) |
|
|
(k) |
|
|
|
12/3/09 |
|
|
$ |
13,601 |
|
|
$ |
6,120 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Midstream MLP 2.0% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
El Paso Corporation |
|
|
7.75 |
% |
|
|
1/15/32 |
|
|
|
5,000 |
|
|
|
4,452 |
|
MarkWest Energy Partners, L.P. |
|
|
8.75 |
|
|
|
4/15/18 |
|
|
|
6,149 |
|
|
|
5,842 |
|
MarkWest Energy Partners, L.P. |
|
|
6.88 |
|
|
|
11/1/14 |
|
|
|
3,500 |
|
|
|
3,185 |
|
Regency Energy Partners LP |
|
|
9.38 |
|
|
|
6/1/16 |
|
|
|
5,000 |
|
|
|
5,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
18,479 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Upstream MLP(b) 2.0% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Atlas Energy Resources, LLC |
|
|
12.13 |
|
|
|
8/1/17 |
|
|
|
9,000 |
|
|
|
9,495 |
|
Atlas Energy Resources, LLC |
|
|
10.75 |
|
|
|
2/1/18 |
|
|
|
8,747 |
|
|
|
8,834 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
18,329 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Energy Debt Investments (Cost $46,472) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
42,928 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Long-Term Investments (Cost
$1,199,202) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,349,412 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-Term Investment 0.2% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Repurchase Agreement 0.2% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
J.P. Morgan Securities Inc. (Agreement dated
8/31/09 to be repurchased at $1,700),
collateralized by $1,750 in U.S. Treasury note
(Cost $1,700) |
|
|
0.12 |
|
|
|
9/1/09 |
|
|
|
|
|
|
|
1,700 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Investments 146.2% (Cost $1,200,902) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,351,112 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to financial statements.
4
KAYNE ANDERSON MLP INVESTMENT COMPANY
SCHEDULE OF INVESTMENTS
AUGUST 31, 2009
(amounts in 000s, except number of option contracts)
(UNAUDITED)
|
|
|
|
|
|
|
|
|
|
|
No. of |
|
|
Description |
|
Contracts |
|
Value |
Liabilities |
|
|
|
|
|
|
|
|
Option Contracts Written(c) |
|
|
|
|
|
|
|
|
Midstream MLP |
|
|
|
|
|
|
|
|
Enbridge Energy Partners, L.P., call option expiring 9/19/09 @ $40.00 |
|
|
500 |
|
|
|
$ (137 |
) |
Enbridge Energy Partners, L.P., call option expiring 9/19/09 @ $45.00 |
|
|
500 |
|
|
|
(10 |
) |
ONEOK Partners, L.P., call option expiring 9/19/09 @ $50.00 |
|
|
1,000 |
|
|
|
(85 |
) |
|
|
|
|
|
|
|
|
|
Total Call Option Contracts Written (Premiums Received $231) |
|
|
|
|
|
|
(232 |
) |
Senior Unsecured Notes |
|
|
|
|
|
|
(304,000 |
) |
Unrealized Depreciation on Interest Rate Swap Contracts |
|
|
|
|
|
|
(1,536 |
) |
Revolving Credit Line |
|
|
|
|
|
|
(2,000 |
) |
Deferred Taxes |
|
|
|
|
|
|
(19,330 |
) |
Other Liabilities |
|
|
|
|
|
|
(28,276 |
) |
|
|
|
|
|
|
|
|
|
Total Liabilities |
|
|
|
|
|
|
(355,374 |
) |
Other Assets |
|
|
|
|
|
|
3,337 |
|
|
|
|
|
|
|
|
|
|
Total Liabilities in Excess of Other Assets |
|
|
|
|
|
|
(352,037 |
) |
Preferred Stock at Redemption Value |
|
|
|
|
|
|
(75,000 |
) |
|
|
|
|
|
|
|
|
|
Net Assets Applicable to Common Stockholders |
|
|
|
|
|
|
$ 924,075 |
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) |
|
Unless otherwise noted, equity
investments are common units/common shares. |
|
(b) |
|
Includes Limited Liability Companies. |
|
(c) |
|
Security is non-income producing. |
|
(d) |
|
Security or a portion thereof is segregated as collateral on option contracts written or
interest rate swap contracts. |
|
(e) |
|
The Company believes that it is an affiliate of Plains All American, L.P. (See Note 5
Agreements and Affiliations). |
|
(f) |
|
Fair valued securities, restricted from public sale (See
Notes 2, 3 and 7). |
|
(g) |
|
Clearwater Natural Resources, LP is a privately-held MLP that the Company believes is a
controlled affiliate (See Note 5 Agreements and Affiliations). On January 7, 2009,
Clearwater Natural Resources, LP (Clearwater) filed a voluntary petition under Chapter 11 of
the U.S. Bankruptcy Code. |
|
(h) |
|
The Company owns 3,889 common units, 34 warrants (which expire on September 30, 2018) and 41
unregistered, deferred participation units of Clearwater which were assigned no value as of
August 31, 2009. |
|
(i) |
|
Distributions are paid-in-kind. |
|
(j) |
|
CNR GP Holdco, LLC is the general partner of Clearwater. The Company owns 83.7% of CNR GP
Holdco, LLC and believes it is a controlled affiliate (See Note 5 Agreements and
Affiliations). |
|
(k) |
|
Floating rate unsecured working capital term loan. Interest is paid-in-kind at a rate of the
higher of (i) one year LIBOR or (ii) 4.75%, plus 900 basis points (13.75% as of August 31,
2009). As described in Note 2(i), the Company is not accruing interest on this investment. |
See accompanying notes to financial statements.
5
KAYNE ANDERSON MLP INVESTMENT COMPANY
STATEMENT OF ASSETS AND LIABILITIES
AUGUST 31, 2009
(amounts in 000s, except share and per share amounts)
(UNAUDITED)
|
|
|
|
|
ASSETS |
|
|
|
|
Investments at fair value: |
|
|
|
|
Non-affiliated (Cost $1,026,924) |
|
|
$1,206,837 |
|
Affiliated (Cost $84,645) |
|
|
136,455 |
|
Controlled (Cost $87,633) |
|
|
6,120 |
|
Repurchase agreement (Cost $1,700) |
|
|
1,700 |
|
|
|
|
|
|
Total investments (Cost $1,200,902) |
|
|
1,351,112 |
|
Deposits with brokers |
|
|
78 |
|
Receivable for securities sold |
|
|
320 |
|
Interest, dividends and distributions receivable |
|
|
641 |
|
Income tax receivable |
|
|
63 |
|
Deferred debt issuance costs and other, net |
|
|
2,235 |
|
|
|
|
|
|
Total Assets |
|
|
1,354,449 |
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES |
|
|
|
|
Payable for securities purchased |
|
|
19,658 |
|
Revolving credit line |
|
|
2,000 |
|
Investment management fee payable |
|
|
4,251 |
|
Accrued directors fees and expenses |
|
|
53 |
|
Call option contracts written (Premiums received $231) |
|
|
232 |
|
Accrued expenses and other liabilities |
|
|
4,314 |
|
Unrealized depreciation on interest rate swap contracts |
|
|
1,536 |
|
Deferred tax liability |
|
|
19,330 |
|
Senior Unsecured Notes |
|
|
304,000 |
|
|
|
|
|
|
Total Liabilities |
|
|
355,374 |
|
|
|
|
|
|
|
|
|
|
|
PREFERRED STOCK |
|
|
|
|
$25,000 liquidation value per share applicable to 3,000 outstanding shares (10,000 shares
authorized) |
|
|
75,000 |
|
|
|
|
|
|
|
|
|
|
|
NET ASSETS APPLICABLE TO COMMON STOCKHOLDERS |
|
|
$ 924,075 |
|
|
|
|
|
|
|
|
|
|
|
NET ASSETS APPLICABLE TO COMMON STOCKHOLDERS CONSIST OF |
|
|
|
|
Common stock, $0.001 par value (51,294,195 shares issued and outstanding, 199,990,000 shares
authorized) |
|
|
$ 51 |
|
Paid-in capital |
|
|
903,842 |
|
Accumulated net investment loss, net of income taxes, less dividends |
|
|
(115,589 |
) |
Accumulated realized gains on investments and interest rate swap contracts, net of income taxes |
|
|
43,931 |
|
Net unrealized gains on investments and interest rate swap contracts, net of income taxes |
|
|
91,840 |
|
|
|
|
|
|
NET ASSETS APPLICABLE TO COMMON STOCKHOLDERS |
|
|
$ 924,075 |
|
|
|
|
|
|
|
|
|
|
|
NET ASSET VALUE PER COMMON SHARE |
|
|
$18.02 |
|
|
|
|
|
|
See accompanying notes to financial statements.
6
KAYNE ANDERSON MLP INVESTMENT COMPANY
STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED AUGUST 31, 2009
(amounts in 000s)
(UNAUDITED)
|
|
|
|
|
INVESTMENT INCOME |
|
|
|
|
Income |
|
|
|
|
Dividends and distributions: |
|
|
|
|
Non-affiliated investments |
|
|
$ 65,481 |
|
Affiliated investments |
|
|
7,773 |
|
|
|
|
|
|
Total dividends and distributions |
|
|
73,254 |
|
Return of capital |
|
|
(65,385 |
) |
|
|
| |
|
Net dividends and distributions |
|
|
7,869 |
|
Interest |
|
|
|
|
Non-affiliated investments |
|
|
1,176 |
|
Controlled investments |
|
|
932 |
|
|
|
|
|
|
Total interest |
|
|
2,108 |
|
|
|
|
|
|
Total Investment Income |
|
|
9,977 |
|
|
|
|
|
|
|
|
|
|
|
Expenses |
|
|
|
|
Investment management fees |
|
|
11,060 |
|
Professional fees |
|
|
909 |
|
Administration fees |
|
|
407 |
|
Insurance |
|
|
176 |
|
Reports to stockholders |
|
|
156 |
|
Directors fees |
|
|
147 |
|
Custodian fees |
|
|
127 |
|
Bad debt expense |
|
|
779 |
|
Other expenses |
|
|
834 |
|
|
|
|
|
|
Total Expenses Before Interest Expense and Taxes |
|
|
14,595 |
|
Interest expense |
|
|
13,586 |
|
|
|
|
|
|
Total Expenses Before Taxes |
|
|
28,181 |
|
|
|
|
|
|
Net Investment Loss Before Taxes |
|
|
(18,204 |
) |
Deferred tax benefit |
|
|
6,735 |
|
|
|
|
|
|
Net Investment Loss |
|
|
(11,469 |
) |
|
|
|
|
|
|
|
|
|
|
REALIZED AND UNREALIZED GAINS/(LOSSES) |
|
|
|
|
Net Realized Losses |
|
|
|
|
Investments |
|
|
(24,759 |
) |
Options |
|
|
(1,841 |
) |
Payments on interest rate swap contracts |
|
|
(14,070 |
) |
Deferred tax benefit |
|
|
15,048 |
|
|
|
|
|
|
Net Realized Losses |
|
|
(25,622 |
) |
|
|
|
|
|
Net Change in Unrealized Gains/(Losses) |
|
|
|
|
Investments |
|
|
371,684 |
|
Options |
|
|
598 |
|
Interest rate swap contracts |
|
|
7,341 |
|
Deferred tax expense |
|
|
(140,460 |
) |
|
|
|
|
|
Net Change in Unrealized Gains |
|
|
239,163 |
|
|
|
|
|
|
Net Realized and Unrealized Gains |
|
|
213,541 |
|
|
|
|
|
|
|
|
|
|
|
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS |
|
|
202,072 |
|
DISTRIBUTION TO PREFERRED STOCKHOLDERS |
|
|
(451 |
) |
|
|
|
|
|
NET INCREASE IN NET ASSETS APPLICABLE TO COMMON STOCKHOLDERS RESULTING FROM OPERATIONS |
|
|
$ 201,621 |
|
|
|
|
|
|
See accompanying notes to financial statements.
7
KAYNE ANDERSON MLP INVESTMENT COMPANY
STATEMENT OF CHANGES IN NET ASSETS APPLICABLE TO COMMON STOCKHOLDERS
(amounts in 000s, except share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
For the Nine |
|
For the Fiscal |
|
|
|
Months Ended |
|
Year Ended |
|
|
|
August 31, 2009 |
|
November 30, |
|
|
|
(Unaudited) |
|
2008 |
|
OPERATIONS |
|
|
|
|
|
|
|
|
|
Net investment loss, net of tax |
|
|
$ (11,469 |
) |
|
|
$ (31,676 |
) |
|
Net realized losses, net of tax |
|
|
(25,622 |
) |
|
|
(628 |
) |
|
Net change in unrealized gains/(losses), net of tax |
|
|
239,163 |
|
|
|
(549,121 |
) |
|
|
|
|
|
|
|
|
|
|
|
Net Increase/(Decrease) in Net Assets Resulting from Operations |
|
|
202,072 |
|
|
|
(581,425 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DIVIDENDS/DISTRIBUTIONS TO PREFERRED STOCKHOLDERS |
|
|
|
|
|
|
|
|
|
Dividends |
|
|
|
|
|
|
|
|
|
Distributions return of capital |
|
|
(451 |
) |
(1) |
|
(4,176 |
) |
(2) |
|
|
|
|
|
|
|
|
|
|
Dividends/Distributions to Preferred Stockholders |
|
|
(451 |
) |
|
|
(4,176 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DIVIDENDS/DISTRIBUTIONS TO COMMON STOCKHOLDERS |
|
|
|
|
|
|
|
|
|
Dividends |
|
|
|
|
|
|
|
|
|
Distributions return of capital |
|
|
(64,965 |
) |
(1) |
|
(86,757 |
) |
(2) |
|
|
|
|
|
|
|
|
|
|
Dividends/Distributions to Common Stockholders |
|
|
(64,965 |
) |
|
|
(86,757 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CAPITAL STOCK TRANSACTIONS |
|
|
|
|
|
|
|
|
|
Proceeds from common stock public offerings of 6,223,700 shares of common
stock |
|
|
126,030 |
|
|
|
|
|
|
Underwriting discounts and offering expenses associated with the issuance of
common stock |
|
|
(5,524 |
) |
|
|
|
|
|
Issuance of 894,309 and 950,637 shares of common stock from reinvestment of
distributions, respectively |
|
|
15,757 |
|
|
|
23,484 |
|
|
|
|
|
|
|
|
|
|
|
|
Net Increase in Net Assets Applicable to Common Stockholders from
Capital Stock Transactions |
|
|
136,263 |
|
|
|
23,484 |
|
|
|
|
|
|
|
|
|
|
|
|
Total Increase/(Decrease) in Net Assets Applicable to Common Stockholders |
|
|
272,919 |
|
|
|
(648,874 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET ASSETS ATTRIBUTABLE TO COMMON STOCKHOLDERS |
|
|
|
|
|
|
|
|
|
Beginning of period |
|
|
651,156 |
|
|
|
1,300,030 |
|
|
|
|
|
|
|
|
|
|
|
|
End of period |
|
|
$ 924,075 |
|
|
|
$ 651,156 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
This is an estimate of the characterization of the distributions paid to preferred
stockholders and common stockholders for the nine months ended August 31, 2009 as either a
dividend (ordinary income) or distribution (return of capital). This estimate is based on the
Companys operating results during the period. The actual characterization of the preferred
stock and common stock distributions made during the current year will not be determinable
until after the end of the fiscal year when the Company can determine earnings and profits
and, therefore, it may differ from the preliminary estimates. |
|
(2) |
|
All distributions paid to preferred stockholders and common stockholders for the fiscal year
ended November 30, 2008 were characterized as distributions (return of capital). This
characterization is based on the Companys earnings and
profits. |
See accompanying notes to financial statements.
8
KAYNE ANDERSON MLP INVESTMENT COMPANY
STATEMENT OF CASH FLOWS
FOR THE NINE MONTHS ENDED AUGUST 31, 2009
(amounts in 000s)
(UNAUDITED)
|
|
|
|
|
CASH FLOWS FROM OPERATING ACTIVITIES |
|
|
|
|
Net increase in net assets resulting from operations |
|
$ |
202,072 |
|
Adjustments to reconcile net increase in net assets resulting from operations to net
cash used in operating activities: |
|
|
|
|
Net deferred tax expense |
|
|
118,677 |
|
Return of capital distributions |
|
|
65,385 |
|
Net realized losses |
|
|
40,670 |
|
Unrealized gains on investments, interest rate swap contracts and options written |
|
|
(379,623 |
) |
Accretion of bond discount, net |
|
|
(201 |
) |
Purchase of investments |
|
|
(444,269 |
) |
Proceeds from sale of investments |
|
|
272,082 |
|
Proceeds from sale of short-term investments, net |
|
|
25,968 |
|
Sale of option contracts, net |
|
|
5,373 |
|
Decrease in deposits with brokers |
|
|
2,237 |
|
Decrease in receivable for securities sold |
|
|
2,199 |
|
Decrease in income tax receivable |
|
|
669 |
|
Decrease in interest, dividend and distributions receivable |
|
|
41 |
|
Decrease in deferred debt issuance costs and other |
|
|
469 |
|
Increase in payable for securities purchased |
|
|
19,629 |
|
Decrease in investment management fee payable |
|
|
(377 |
) |
Increase in accrued directors fees |
|
|
1 |
|
Decrease in accrued expenses and other liabilities |
|
|
(3,849 |
) |
|
|
|
Net Cash Used in Operating Activities |
|
|
(72,847 |
) |
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES |
|
|
|
|
Issuance of shares of common stock, net |
|
|
120,506 |
|
Proceeds from revolving credit line |
|
|
2,000 |
|
Cash distributions paid to preferred stockholders |
|
|
(451 |
) |
Cash distributions paid to common stockholders |
|
|
(49,208 |
) |
|
|
|
Net Cash Provided by Financing Activities |
|
|
72,847 |
|
|
|
|
NET CHANGE IN CASH |
|
|
|
|
CASH BEGINNING OF PERIOD |
|
|
|
|
|
|
|
CASH END OF PERIOD |
|
$ |
|
|
|
|
|
Supplemental disclosure of cash flow information:
Non-cash financing activities not included herein consist of reinvestment of distributions of
$15,757 pursuant to the Companys dividend reinvestment plan.
During the nine months ended August 31, 2009, the Company received a federal income tax refund of
$665 and interest paid was $17,101.
See accompanying notes to financial statements.
9
KAYNE ANDERSON MLP INVESTMENT COMPANY
FINANCIAL HIGHLIGHTS
(amounts in 000s, except share and per share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Nine |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Period |
|
|
|
Months Ended |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 28, |
|
|
|
August 31, |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004(1)
through |
|
|
|
2009 |
|
|
|
For the Fiscal Year Ended November 30, |
|
|
|
November 30, |
|
| |
(Unaudited) |
| | |
2008 |
| | |
2007 |
| | |
2006 |
| | |
2005 |
| | |
2004 |
Per Share of Common Stock(2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net asset value, beginning of period |
|
|
$14.74 |
|
|
|
$30.08 |
|
|
|
$28.99 |
|
|
|
$25.07 |
|
|
|
$23.91 |
|
|
|
$23.70 |
(3) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income/(loss) |
|
|
(0.25) |
|
|
|
(0.73) |
|
|
|
(0.73) |
|
|
|
(0.62) |
|
|
|
(0.17) |
|
|
|
0.02 |
|
Net realized and unrealized gain/(loss) on
investments, securities sold short, options and
interest rate swap contracts |
|
|
4.83 |
|
|
|
(12.56) |
|
|
|
3.58 |
|
|
|
6.39 |
|
|
|
2.80 |
|
|
|
0.19 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total income from investment operations |
|
|
4.58 |
|
|
|
(13.29) |
|
|
|
2.85 |
|
|
|
5.77 |
|
|
|
2.63 |
|
|
|
0.21 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred Stockholder Dividends (4) |
|
|
|
|
|
|
|
|
|
|
(0.10) |
|
|
|
|
|
|
|
(0.05) |
|
|
|
|
|
Preferred Stockholder Distributions return of
capital (4) |
|
|
(0.01) |
|
|
|
(0.10) |
|
|
|
|
|
|
|
(0.10) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total dividends and distributions Preferred
Stockholders |
|
|
(0.01) |
|
|
|
(0.10) |
|
|
|
(0.10) |
|
|
|
(0.10) |
|
|
|
(0.05) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stockholder Dividends (4) |
|
|
|
|
|
|
|
|
|
|
(0.09) |
|
|
|
|
|
|
|
(0.13) |
|
|
|
|
|
Common Stockholder Distributions return of
capital (4) |
|
|
(1.46) |
|
|
|
(1.99) |
|
|
|
(1.84) |
|
|
|
(1.75) |
|
|
|
(1.37) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total dividends and distributions Common
Stockholders |
|
|
(1.46) |
|
|
|
(1.99) |
|
|
|
(1.93) |
|
|
|
(1.75) |
|
|
|
(1.50) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Underwriting discounts and offering costs on the
issuance of preferred stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(0.03) |
|
|
|
|
|
Anti-dilutive effect due to issuance of common
stock, net of underwriting discounts and offering
costs |
|
|
0.12 |
|
|
|
|
|
|
|
0.26 |
|
|
|
|
|
|
|
0.11 |
|
|
|
|
|
Anti-dilutive effect due to shares issued in
reinvestment of dividends |
|
|
0.05 |
|
|
|
0.04 |
|
|
|
0.01 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total capital stock transactions |
|
|
0.17 |
|
|
|
0.04 |
|
|
|
0.27 |
|
|
|
|
|
|
|
0.08 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net asset value, end of period |
|
|
$18.02 |
|
|
|
$14.74 |
|
|
|
$30.08 |
|
|
|
$28.99 |
|
|
|
$25.07 |
|
|
|
$23.91 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Market value per share of common stock, end of period |
|
|
$20.35 |
|
|
|
$13.37 |
|
|
|
$28.27 |
|
|
|
$31.39 |
|
|
|
$24.33 |
|
|
|
$24.90 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total investment return based on common stock market
value(5) |
|
|
65.1% |
(6) |
|
|
(48.8)% |
|
|
|
(4.4)% |
|
|
|
37.9% |
|
|
|
3.7% |
|
|
|
(0.4)% |
(6) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental Data and Ratios(7) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net assets applicable to common stockholders, end of
period |
|
|
$ 924,075 |
|
|
|
$ 651,156 |
|
|
|
$ 1,300,030 |
|
|
|
$ 1,103,392 |
|
|
|
$ 932,090 |
|
|
|
$ 792,836 |
|
Ratio of Expenses to Average Net Assets(8) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Management fees |
|
|
2.1% |
|
|
|
2.2% |
|
|
|
2.3% |
|
|
|
3.2% |
|
|
|
1.2% |
|
|
|
0.8% |
|
Other expenses |
|
|
0.5 |
|
|
|
0.3 |
|
|
|
0.2 |
|
|
|
0.2 |
|
|
|
0.3 |
|
|
|
0.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subtotal |
|
|
2.6% |
|
|
|
2.5% |
|
|
|
2.5% |
|
|
|
3.4% |
|
|
|
1.5% |
|
|
|
1.2% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense and auction agent fees |
|
|
2.5 |
|
|
|
3.4 |
|
|
|
2.3 |
|
|
|
1.7 |
|
|
|
0.8 |
|
|
|
0.0 |
|
Bad debt expense |
|
|
0.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax expense/(benefit) |
|
|
22.2 |
|
|
|
(29.7) |
|
|
|
3.5 |
|
|
|
13.8 |
|
|
|
6.4 |
|
|
|
3.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total expenses |
|
|
27.4% |
|
|
|
(23.8)% |
|
|
|
8.3% |
|
|
|
18.9% |
|
|
|
8.7% |
|
|
|
4.7% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratio of net investment income/(loss) to average net
assets |
|
|
(2.1)% |
|
|
|
(2.8)% |
|
|
|
(2.3)% |
|
|
|
(2.4)% |
|
|
|
(0.7)% |
|
|
|
0.5% |
|
Net increase/(decrease) in net assets to common
stockholders resulting from operations to average net
assets |
|
|
28.3% |
(6) |
|
|
(51.2)% |
|
|
|
7.3% |
|
|
|
21.7% |
|
|
|
10.0% |
|
|
|
0.9% |
(6) |
Portfolio turnover rate |
|
|
26.2% |
(6) |
|
|
6.7% |
|
|
|
10.6% |
|
|
|
10.0% |
|
|
|
25.6% |
|
|
|
11.8% |
(6) |
Average net assets |
|
|
$ 712,923 |
|
|
|
$ 1,143,192 |
|
|
|
$ 1,302,425 |
|
|
|
$ 986,908 |
|
|
|
$ 870,672 |
|
|
|
$ 729,280 |
|
Senior Notes outstanding, end of period |
|
|
$ 304,000 |
|
|
|
$ 304,000 |
|
|
|
$ 505,000 |
|
|
|
$ 320,000 |
|
|
|
$ 260,000 |
|
|
|
|
|
Revolving credit facility outstanding, end of period |
|
|
$ 2,000 |
|
|
|
|
|
|
|
$ 97,000 |
|
|
|
$ 17,000 |
|
|
|
|
|
|
|
|
|
See accompanying notes to financial statements.
10
KAYNE ANDERSON MLP INVESTMENT COMPANY
FINANCIAL HIGHLIGHTS
(amounts in 000s, except share and per share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Nine |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Period |
|
|
|
Months Ended |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 28, |
|
|
|
August 31, |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004(1) through |
|
|
|
2009 |
|
|
For the Fiscal Year Ended November 30, |
|
|
November 30, |
|
|
|
(Unaudited) |
|
|
2008 |
|
|
2007 |
|
|
2006 |
|
|
2005 |
|
|
2004 |
|
Supplemental Data and Ratios continued(7) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Auction Rate Preferred Stock, end of period |
|
$ |
75,000 |
|
|
$ |
75,000 |
|
|
$ |
75,000 |
|
|
$ |
75,000 |
|
|
$ |
75,000 |
|
|
|
|
|
Asset coverage of total debt Debt Incurrence
Test(9) |
|
|
426.5% |
|
|
|
338.9% |
|
|
|
328.4% |
|
|
|
449.7% |
|
|
|
487.3% |
|
|
|
|
|
Asset coverage of total leverage (Debt and Preferred
Stock)(10) |
|
|
342.5% |
|
|
|
271.8% |
|
|
|
292.0% |
|
|
|
367.8% |
|
|
|
378.2% |
|
|
|
|
|
Average amount of borrowings outstanding per share of
common stock during the period(2) |
|
$ |
6.71 |
|
|
$ |
11.52 |
|
|
$ |
12.14 |
|
|
$ |
8.53 |
|
|
$ |
5.57 |
|
|
|
|
|
|
|
|
(1) |
|
Commencement of operations. |
|
(2) |
|
Based on average shares of common stock outstanding of 45,378,268; 43,671,666; 41,134,949;
37,638,314; 34,077,731 and 33,165,900 for the nine months ended August 31, 2009; fiscal years
ended November 30, 2008 through 2005 and the period September 28, 2004 through November 30,
2004. |
|
(3) |
|
Initial public offering price of $25.00 per share less underwriting discounts of $1.25 per
share and offering costs of $0.05 per share. |
|
(4) |
|
The information presented for the nine months ended August 31, 2009 is an estimate of the
characterization of the distribution paid and is based on the Companys operating results
during the period. The information presented for each other period is a characterization of a
portion of the total distributions paid to preferred stockholders and common stockholders as
either a dividend (ordinary income) or a distribution (return of capital) and is based on the
Companys earnings and profits. |
|
(5) |
|
Total investment return is calculated assuming a purchase of common stock at the market price
on the first day and a sale at the current market price on the last day of the period
reported. The calculation also assumed reinvestment of distributions at actual prices pursuant
to the Companys dividend reinvestment plan. |
|
(6) |
|
Not annualized. |
|
(7) |
|
Unless otherwise noted, ratios are annualized for periods of
less than one full year. |
|
(8) |
|
The following table sets forth the components of the Companys ratio of expenses to average
total assets for each period presented in the Companys
Financial Highlights. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Nine |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Period |
|
|
Months Ended |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 28, |
|
|
August 31, |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004(1) through |
|
|
2009 |
|
|
For the Fiscal Year Ended November 30, |
|
|
November 30, |
|
|
(Unaudited) |
|
|
2008 |
|
|
2007 |
|
|
2006 |
|
|
2005 |
|
|
2004 |
Management fees |
|
|
1.3 |
% |
|
|
1.4 |
|
% |
|
1.4 |
% |
|
|
2.0 |
% |
|
|
0.9 |
% |
|
|
0.7 |
% |
Other expenses |
|
|
0.3 |
|
|
|
0.2 |
|
|
|
0.2 |
|
|
|
0.2 |
|
|
|
0.3 |
|
|
|
0.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subtotal |
|
|
1.6 |
% |
|
|
1.6 |
|
% |
|
1.6 |
% |
|
|
2.2 |
% |
|
|
1.2 |
% |
|
|
1.1 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense and auction agent fees |
|
|
1.5 |
|
|
|
2.1 |
|
|
|
1.3 |
|
|
|
1.1 |
|
|
|
0.6 |
|
|
|
0.0 |
|
Bad debt expense |
|
|
0.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax expense/(benefit) |
|
|
13.7 |
|
|
|
(18.5 |
) |
|
|
2.2 |
|
|
|
8.9 |
|
|
|
5.0 |
|
|
|
3.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total expenses |
|
|
16.9 |
% |
|
|
(14.8 |
) |
% |
|
5.1 |
% |
|
|
12.2 |
% |
|
|
6.8 |
% |
|
|
4.4 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average total assets |
|
|
$1,156,449 |
|
|
|
$1,841,311 |
|
|
|
$2,105,217 |
|
|
|
$1,520,322 |
|
|
|
$1,137,399 |
|
|
|
$ 778,899 |
|
See accompanying notes to financial statements.
11
KAYNE ANDERSON MLP INVESTMENT COMPANY
FINANCIAL HIGHLIGHTS
(amounts in 000s, except share and per share amounts)
|
|
|
(9) |
|
Calculated pursuant to section 18(a)(1)(A) of the 1940 Act. Represents the value of total
assets less all liabilities not represented by senior notes or any other senior securities
representing indebtedness divided by the aggregate amount of senior notes and any other senior
securities representing indebtedness. Under the 1940 Act, the Company may not incur additional
indebtedness if, at the time of such incurrence, asset coverage with respect to senior
securities representing indebtedness would be less than 300%. For purposes of this test the
revolving credit facility is considered a senior security
representing indebtedness. |
|
(10) |
|
Calculated pursuant to section 18(a)(2)(A) and section 18(a)(2)(B) of the 1940 Act.
Represents the value of total assets less all liabilities not represented by senior notes, any
other senior securities representing indebtedness, and auction rate preferred stock divided by
the aggregate amount of senior notes, any other senior securities representing indebtedness
and auction rate preferred stock. Under the 1940 Act, the Company may not declare or make any
distribution on its common stock nor can it incur additional preferred stock if at the time of
such declaration or incurrence its asset coverage with respect to all senior securities would
be les than 200%. For purposes of this test, the revolving credit facility is considered a
senior security representing indebtedness. |
See accompanying notes to financial statements.
12
KAYNE ANDERSON MLP INVESTMENT COMPANY
NOTES TO FINANCIAL STATEMENTS
AUGUST 31, 2009
(amounts in 000s, except option contracts, share and per share amounts)
(UNAUDITED)
1. Organization
Kayne Anderson MLP Investment Company (the Company) was organized as a Maryland corporation
on June 4, 2004, and is a non-diversified closed-end management investment company registered under
the Investment Company Act of 1940, as amended (the 1940 Act). The Companys investment objective
is to obtain a high after-tax total return by investing at least 85% of its net assets plus any
borrowings (total assets) in energy-related master limited partnerships and their affiliates
(collectively, MLPs), and in other companies that, as their principal business, operate assets
used in the gathering, transporting, processing, storing, refining, distributing, mining or
marketing of natural gas, natural gas liquids (including propane), crude oil, refined petroleum
products or coal (collectively with MLPs, Midstream Energy Companies). The Company commenced
operations on September 28, 2004. The Companys shares of common stock are listed on the New York
Stock Exchange, Inc. (NYSE) under the symbol KYN.
2. Significant Accounting Policies
A. Use of Estimates The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America (GAAP) requires management to make
estimates and assumptions that affect the reported amount of assets and liabilities and disclosure
of contingent assets and liabilities at the date of the financial statements and the reported
amounts of revenue and expenses during the period. Actual results could differ materially from
those estimates.
B. Adoption of New Accounting Pronouncements In May 2009, the Financial Accounting
Standards Board (FASB) issued FASB Statement No. 165 (SFAS No. 165), Subsequent Events. The
Company has adopted SFAS No. 165 with these financial statements.
SFAS No. 165 requires the Company to recognize in the financial statements the effects of all
subsequent events that provide additional evidence about conditions that existed at the date of the
Statement of Assets and Liabilities. For non-recognized subsequent events that must be disclosed to
keep the financial statements from being misleading, the Company will be required to disclose the
nature of the event as well as an estimate of its financial effect, or a statement that such an
estimate cannot be made. In addition, SFAS No. 165 requires the Company to disclose the date
through which the subsequent events have been evaluated. Management has evaluated any matters
requiring such disclosure through the date when such financial statements were
issued and has noted no such events. Subsequent events after such date have not been evaluated with
respect to the impact on such financial statements.
In June 2009, the FASB issued Statement on Financial Accounting Standards No. 168, The FASB
Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles, a
replacement of FASB Statement No. 162 (SFAS No. 168). SFAS No. 168 will become the source of
authoritative U.S. generally accepted accounting principles (GAAP) required by the FASB to be
applied to nongovernmental entities. SFAS No. 168 reorganizes thousands of GAAP pronouncements into
roughly 90 accounting topics and displays them using a consistent structure. Also included is
relevant Securities and Exchange Commission guidance organized using the same topical structure in
separate sections. SFAS No. 168 will be effective for financial statements issued for reporting
periods that end after September 15, 2009 and will supersede all then-existing non- SEC accounting
and reporting standards. This statement will have an impact on the Companys financial statements
since all future references to authoritative accounting literature will be references in accordance
with SFAS No. 168. The Company will adopt SFAS No. 168 for the quarter ending November 30, 2009.
The Company is currently evaluating the effect on its financial statement disclosures since all
future references to authoritative accounting literature will be references in accordance with the
Codification. As SFAS No. 168 is not intended to change or alter existing GAAP, it is not expected
to have any impact on the Companys financial statements and will only impact
references for accounting guidance.
13
KAYNE ANDERSON MLP INVESTMENT COMPANY
NOTES TO FINANCIAL STATEMENTS
AUGUST 31, 2009
(amounts in 000s, except option contracts, share and per share amounts)
(UNAUDITED)
In April 2009, the FASB issued FASB Staff Position (FSP) No. 157-4, Determining Fair Value
When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and
Identifying Transactions That Are Not Orderly. Effective for interim and annual reporting periods
ending after June 15, 2009, FSP No. 157- 4 illustrates how companies should determine whether there
have been significant decreases in the volume and level of activity for a Level 1 or Level 2 asset
or liability to be measured at fair value when compared to normal market activity. If an entity
determines that there have been significant decreases, then transactions or quoted prices may not
be representative of fair value. While FSP No. 157-4 does not prescribe a methodology for
determining fair value for assets and liabilities that have significant decreases in volume and
level of activity, all relevant observable inputs should be considered including quoted market
prices, bid and ask prices and indicative price quotes to estimate fair value of an asset or
liability.
During fiscal 2009, the Company has considered bid and ask prices from third-party price
sheets, indicative price quotes and quoted market prices when estimating fair value for the
Companys fixed income investments and other private equity. FSP No. 157-4 is not expected to have
a significant impact on the Companys method of valuation for the assets and liabilities in the
Companys financial statements.
C. Calculation of Net Asset Value The Company determines its net asset value as of the
close of regular session trading on the NYSE no less frequently than the last business day of each
month, and makes its net asset value available for publication monthly. Currently, the Company
calculates its net asset value on a weekly basis and such calculation is made available on its
website, www.kaynefunds.com. Net asset value is computed by dividing the value of the Companys
assets (including accrued interest and distributions), less all of its liabilities (including
accrued expenses, distributions payable, current and deferred and other accrued income taxes, and
any borrowings) and the liquidation value of any outstanding preferred stock, by the total number
of common shares outstanding.
D. Investment Valuation Readily marketable portfolio securities listed on any exchange
other than the NASDAQ Stock Market, Inc. (NASDAQ) are valued, except as indicated below, at the
last sale price on the business day as of which such value is being determined. If there has been
no sale on such day, the securities are valued at the mean of the most recent bid and asked prices
on such day. Securities admitted to trade on the NASDAQ are valued at the NASDAQ official closing
price. Portfolio securities traded on more than one securities exchange are valued at the last sale
price on the business day as of which such value is being determined at the close of the exchange
representing the principal market for such securities.
Equity securities traded in the over-the-counter market, but excluding securities admitted to
trading on the NASDAQ, are valued at the closing bid prices. Fixed income securities that are
considered corporate bonds are valued by using the mean of the bid and ask prices provided by an
independent pricing service. For fixed income securities that are considered corporate bank loans,
the fair market value is determined by using the mean of the bid and ask prices provided by the
syndicate bank or principal market maker. When price quotes are not available, fair market value
will be based on prices of comparable securities. In certain cases, the Company may not be able to
purchase or sell fixed income securities at the quoted prices due to the lack of liquidity for
these securities.
Exchange-traded options and futures contracts are valued at the last sales price at the close
of trading in the market where such contracts are principally traded or, if there was no sale on
the applicable exchange on such day, at the mean between the quoted bid and ask price as of the
close of such exchange.
The Company holds securities that are privately issued or otherwise restricted as to resale.
For these securities, as well as any other portfolio security held by the Company for which
reliable market quotations are not readily available, valuations are determined in a manner that
most fairly reflects fair value of the security on the valuation date. Unless otherwise determined
by the Board of Directors, the following valuation process is used for such securities:
|
|
|
Investment Team Valuation. The applicable investments are initially valued
by KA Fund Advisors, LLC (Kayne Anderson or the Adviser) investment professionals
responsible for the portfolio investments; |
14
KAYNE ANDERSON MLP INVESTMENT COMPANY
NOTES TO FINANCIAL STATEMENTS
AUGUST 31, 2009
(amounts in 000s, except option contracts, share and per share amounts)
(UNAUDITED)
|
|
|
Investment Team Valuation Documentation. Preliminary valuation conclusions
are documented and discussed with senior management of Kayne Anderson. Such valuations
generally are submitted to the Valuation Committee (a committee of the Companys Board
of Directors) or the Board of Directors on a monthly basis, and stand for intervening
periods of time. |
|
|
|
|
Valuation Committee. The Valuation Committee meets on or about the end of
each month to consider new valuations presented by Kayne Anderson, if any, which were
made in accordance with the Valuation Procedures in such month. Between meetings of
the Valuation Committee, a senior officer of Kayne Anderson is authorized to make
valuation determinations. The Valuation Committees valuations stand for intervening
periods of time unless the Valuation Committee meets again at the request of Kayne
Anderson, the Board of Directors, or the Valuation Committee itself. All valuation
determinations of the Valuation Committee are subject to ratification by the Board at
its next regular meeting. |
|
|
|
|
Valuation Firm. No less than quarterly, a third-party valuation firm engaged
by the Board of Directors reviews the valuation methodologies and calculations
employed for these securities. |
|
|
|
|
Board of Directors Determination. The Board of Directors meets quarterly to
consider the valuations provided by Kayne Anderson and the Valuation Committee, if
applicable, and ratify valuations for the applicable securities. The Board of
Directors considers the report provided by the third-party valuation firm in reviewing
and determining in good faith the fair value of the applicable portfolio securities. |
Unless otherwise determined by the Board of Directors, securities that are convertible into or
otherwise will become publicly traded (e.g., through subsequent registration or expiration of a
restriction on trading) are valued through the process described above, using a valuation based on
the market value of the publicly traded security less a discount. The discount is initially equal
in amount to the discount negotiated at the time the purchase price is agreed to. To the extent
that such securities are convertible or otherwise become publicly traded within a time frame that
may be reasonably determined, Kayne Anderson may determine an applicable discount in accordance
with a methodology approved by the Valuation Committee.
At August 31, 2009, the Company held 0.7% of its net assets applicable to common stockholders
(0.5% of total assets) in securities valued at fair value as determined pursuant to procedures
adopted by the Board of Directors, with fair value of $6,120. Although these securities may be
resold in privately negotiated transactions (subject to certain restrictions), these values may
differ from the values that would have been used had a ready market for these securities existed,
and the differences could be material (See Note 7 Restricted Securities).
E. Repurchase Agreements The Company has agreed to purchase securities from financial
institutions, subject to the sellers agreement to repurchase them at an agreed-upon time and price
(repurchase agreements). The financial institutions with which the Company enters into repurchase
agreements are banks and broker/dealers which Kayne Anderson considers creditworthy. The seller
under a repurchase agreement is required to maintain the value of the securities as collateral,
subject to the agreement, at not less than the repurchase price plus accrued interest. Kayne
Anderson monitors daily the mark-to-market of the value of the collateral, and, if necessary,
requires the seller to maintain additional securities so that the value of the collateral is not
less than the repurchase price. Default by or bankruptcy of the seller would, however, expose the
Company to possible loss because of adverse market action or delays in connection with the
disposition of the underlying securities.
F. Short Sales A short sale is a transaction in which the Company sells securities it does
not own (but has borrowed) in anticipation of or to hedge against a decline in the market price of
the securities. To complete a short sale, the Company may arrange through a broker to borrow the
securities to be delivered to the buyer. The proceeds received by the Company for the short sale
are retained by the broker until the Company replaces the borrowed securities. In borrowing the
securities to be delivered to the buyer, the Company becomes obligated to replace the securities
borrowed at their market price at the time of replacement, whatever the price may be.
15
KAYNE ANDERSON MLP INVESTMENT COMPANY
NOTES TO FINANCIAL STATEMENTS
AUGUST 31, 2009
(amounts in 000s, except option contracts, share and per share amounts)
(UNAUDITED)
All short sales are fully collateralized. The Company maintains assets consisting of cash or
liquid securities equal in amount to the liability created by the short sale. These assets are
adjusted daily to reflect changes in the value of the securities sold short. The Company is liable
for any dividends or distributions paid on securities sold short.
The Company may also sell short against the box (i.e., the Company enters into a short sale
as described above while holding an offsetting long position in the security which it sold short).
If the Company enters into a short sale against the box, the Company segregates an equivalent
amount of securities owned as collateral while the short sale is outstanding. At August 31, 2009,
the Company had no open short sales.
G. Security Transactions Security transactions are accounted for on the date these
securities are purchased or sold (trade date). Realized gains and losses are reported on an
identified cost basis.
H. Return of Capital Estimates Distributions received from the Companys investments in
MLPs generally are comprised of income and return of capital. The Company records investment income
and return of capital based on estimates made at the time such distributions are received. Such
estimates are based on historical information available from each MLP and other industry sources.
These estimates may subsequently be revised based on information received from MLPs after their tax
reporting periods are concluded.
For the nine months ended August 31, 2009, the Company estimated that 89% of the MLP
distributions received would be treated as a return of capital. The Company recorded as return of
capital the amount of $65,385 of dividends and distributions received from its investments. Net
Realized Losses and Net Change in Unrealized Gains in the accompanying Statement of Operations were
decreased and increased by $34,416 and $30,969, respectively, attributable to the recording of such
dividends and distributions as reduction in the cost basis of investments.
I. Investment Income The Company records dividends and distributions on the ex-dividend
date. Interest income is recognized on the accrual basis, including amortization of premiums and
accretion of discounts to the extent that such amounts are expected to be collected. When investing
in securities with payment in-kind interest, the Company will accrue interest income during the
life of the security even though it will not be receiving cash as the interest is accrued. In
accordance with Statement of Position 93-1, Financial Accounting and Reporting for High-Yield Debt
Securities by Investment Companies, to the extent that interest income to be received is not
expected to be realized, a reserve against income is established.
Many of the Companys debt securities were purchased at a discount or premium to the par value
of the security. The non-cash accretion of a discount to par value increases interest income while
the non-cash amortization of a premium to par value decreases interest income. The amount of these
non-cash adjustments can be found in the Companys Statement of Cash Flows. The non-cash accretion
of a discount increases the cost basis of the debt security, which results in an offsetting
unrealized loss. The non-cash amortization of a premium decreases the cost basis of the debt
security which results in an offsetting unrealized gain.
During the six months ended May 31, 2009, the Company recorded $985 in interest revenue
related to its investment in Clearwater Natural resources, LP (Clearwater). During third quarter
2009, the Company established a reserve of $779, which represented past due interest accrued from
January 1 to May 31, 2009. The Company received a payment-in-kind note for interest accrued from
December 1, 2008 through December 31, 2008. These additional notes received by the Company are
included in the Schedule of Investments at fair value. Since the second quarter of 2009, the
Company has not accrued interest income on its investment in Clearwater.
During the nine months ended August 31, 2009, the Company received $7,511 of paid-in-kind
stock dividends in total from Enbridge Energy Management, L.L.C. and Kinder Morgan Management, LLC.
Paid-in-kind stock dividends consist of additional units of Enbridge Energy Management, L.L.C. and
Kinder Morgan Management, LLC. The additional units are not reflected in investment income during
the period received but are recorded as unrealized gains upon receipt.
16
KAYNE ANDERSON MLP INVESTMENT COMPANY
NOTES TO FINANCIAL STATEMENTS
AUGUST 31, 2009
(amounts in 000s, except option contracts, share and per share amounts)
(UNAUDITED)
J. Distributions to Stockholders Distributions to common stockholders are recorded on the
ex-dividend date. Distributions to stockholders of the Companys auction rate preferred stock are
accrued on a daily basis and are determined as described in Note 12 Preferred Stock. The
estimated characterization of the distributions paid to preferred and common stockholders will be
either a dividend (ordinary income) or distribution (return of capital). This estimate is based on
the Companys operating results during the period. The actual characterization of the preferred and
common stock distributions made during the current year will not be determinable until after the
end of the fiscal year when the Company can determine earnings and profits and, therefore, it may
differ from the preliminary estimates.
K. Partnership Accounting Policy The Company records its pro-rata share of the
income/(loss) and capital gains/(losses), to the extent of distributions it has received, allocated
from the underlying partnerships and adjusts the cost of the underlying partnerships accordingly.
These amounts are included in the Companys Statement of Operations.
L. Federal and State Income Taxation The Company, as a corporation, is obligated to pay
federal and state income tax on its taxable income. The Company invests its assets primarily in
MLPs, which generally are treated as partnerships for federal income tax purposes. As a limited
partner in the MLPs, the Company includes its allocable share of the MLPs taxable income in
computing its own taxable income. Deferred income taxes reflect (i) taxes on unrealized
gains/(losses), which are attributable to the temporary difference between fair market value and
tax basis, (ii) 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 and
(iii) the net tax benefit of accumulated net operating losses. To the extent the Company has a
deferred tax asset; consideration is given as to whether or not a valuation allowance is required.
The need to establish a valuation allowance for deferred tax assets is assessed periodically by the
Company based on the criterion established by the Statement of Financial Standards, Accounting for
Income Taxes (SFAS No. 109) that it is more likely than not that some portion or all of the
deferred tax asset will not be realized. In the assessment for a valuation allowance, consideration
is given to all positive and negative evidence related to the realization of the deferred tax
asset. This assessment considers, among other matters, the nature, frequency and severity of
current and cumulative losses, forecasts of future profitability (which are highly dependent on
future cash distributions from the Companys MLP holdings), the duration of statutory carryforward
periods and the associated risk that operating loss carryforwards may expire unused.
The Company may rely to some extent on information provided by the MLPs, which may not
necessarily be timely, to estimate taxable income allocable to the MLP units held in the portfolio
and to estimate the associated deferred tax liability. Such estimates are made in good faith. From
time to time, as new information becomes available, the Company modifies its estimates or
assumptions regarding the deferred tax liability.
The Companys policy is to classify interest and penalties associated with underpayment of
federal and state income taxes, if any, as income tax expense on its Statement of Operations. As of
August 31, 2009, the Company does not have any interest or penalties associated with the
underpayment of any income taxes. All tax years since inception remain open and subject to
examination by tax jurisdictions.
M. Derivative Financial Instruments The Company uses derivative financial instruments
(principally interest rate swap contracts) to manage interest rate risks. The Company uses
interest rate swap contracts to hedge against increasing interest expense on its leverage resulting
from increases in short term interest rates. The Company does not hedge any interest rate risk
associated with portfolio holdings. Interest rate transactions the Company uses for hedging
purposes expose it to certain risks that differ from the risks associated with its portfolio
holdings. A decline in interest rates may result in a decline in the value of the swap contracts,
which, everything else being held constant, would result in a decline in the net assets of the
Company. In addition, if the counterparty to an interest rate swap or cap defaults, the Company
would not be able to use the anticipated net receipts under the interest rate swap or cap to offset
its cost of financial leverage.
Interest rate swap contracts are recorded at fair value with changes in value during the
reporting period, and amounts accrued under the agreements, included as unrealized gains or losses
in the Statement of Operations. Monthly cash settlements under the terms of the interest rate swap agreements
are recorded as realized gains or
17
KAYNE ANDERSON MLP INVESTMENT COMPANY
NOTES TO FINANCIAL STATEMENTS
AUGUST 31, 2009
(amounts in 000s, except option contracts, share and per share amounts)
(UNAUDITED)
losses in the Statement of Operations. The Company generally
values its interest rate swap contracts based on dealer quotations, if available, or by discounting
the future cash flows from the stated terms of the interest rate swap agreement by using interest
rates currently available in the market. See Note 13 Interest Rate Swap Contracts for more
detail.
The Company is also exposed to financial market risks including changes in the valuations of
its investment portfolio. The Company may purchase or write (sell) call options. A call option on
a security is a contract that gives the holder of the option, in return for a premium, the right to
buy from the writer of the option the security underlying the option at a specified exercise price
at any time during the term of the option.
The Company would normally purchase call options in anticipation of an increase in the market
value of securities of the type in which it may invest. The Company would ordinarily realize a
gain on a purchased call option if, during the option period, the value of such securities exceeded
the sum of the exercise price, the premium paid and transaction costs; otherwise the Company would
realize either no gain or a loss on the purchased call option.
The Company may also write (sell) call options with the purpose of generating income or
reducing its holding of certain securities. The writer of an option on a security has the
obligation upon exercise of the option to deliver the underlying security upon payment of the
exercise price. The successful use of options depends in part on the degree of correlation between
the options and securities.
When the Company writes a call option, an amount equal to the premium received by the Company
is recorded as a liability and is subsequently adjusted to the current fair value of the option
written. Premiums received from writing options that expire unexercised are treated by the Company
on the expiration date as realized gains from investments. If the Company repurchases a written
call option prior to its exercise, the difference between the premium received and the amount paid
to repurchase the option is treated as a realized gain or loss. If a call option is exercised, the
premium is added to the proceeds from the sale of the underlying security in determining whether
the Company has realized a gain or loss. The Company, as the writer of an option, bears the market
risk of an unfavorable change in the price of the security underlying the written option. See Note
8 Option Contracts for more detail on option contracts written and purchased.
In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and
Hedging Activities. This standard amends and expands the disclosure requirements of SFAS No. 133,
Accounting for Derivative Instruments and Hedging Activities, to illustrate how and why an entity
uses derivative instruments; how derivative instruments and related hedged items are accounted for
under SFAS No. 133; and how derivative instruments and related hedged items affect an entitys
financial position, financial performance and cash flows. SFAS No. 161 is effective for financial
statements issued for fiscal years beginning after November 15, 2008 and interim periods within
those fiscal years. As of December 1, 2008, the Company adopted SFAS No. 161.
The following table sets forth the fair value of the Companys derivative instruments.
|
|
|
|
|
|
|
Derivatives Not Accounted for as Hedging |
|
|
|
Fair Value as of |
Instruments under SFAS No. 133 |
|
Statement of Assets and Liabilities Location |
|
August 31, 2009 |
Liabilities |
|
|
|
|
|
|
Call options |
|
Call option contracts written |
|
$ |
(232) |
|
Interest rate swap contracts |
|
Unrealized depreciation on interest rate swap contracts |
|
|
(1,536) |
|
|
|
|
|
|
|
|
|
|
$ |
(1,768) |
|
|
|
|
|
|
18
KAYNE ANDERSON MLP INVESTMENT COMPANY
NOTES TO FINANCIAL STATEMENTS
AUGUST 31, 2009
(amounts in 000s, except option contracts, share and per share amounts)
(UNAUDITED)
The following tables set forth the effect of derivative instruments on the Statement of
Operations.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Nine Months Ended |
|
|
|
|
|
|
|
August 31, 2009 |
|
|
|
|
|
|
|
Net Realized |
|
|
Change in |
|
|
|
|
|
|
|
Losses on |
|
|
Unrealized Gains |
|
Derivatives not accounted for as |
|
|
|
|
|
Derivatives |
|
|
on Derivatives |
|
hedging instruments |
|
Location of Gains/(Losses) |
|
|
Recognized in |
|
|
Recognized in |
|
under SFAS No. 133 |
|
on Derivatives Recognized in Income |
|
|
Income |
|
|
Income |
|
Call options |
|
Options |
|
$ |
(1,841) |
|
|
$ |
598 |
|
Interest rate swap contracts |
|
Payments on interest rate swap contracts |
|
|
(14,070) |
|
|
|
7,341 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
(15,911) |
|
|
$ |
7,939 |
|
|
|
|
|
|
|
|
N. 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 enters 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.
3. Fair Value
SFAS No. 157. In September 2006, the FASB issued Statement on Financial Accounting Standards,
Fair Value Measurements (SFAS No. 157). This standard establishes a single authoritative
definition of fair value, sets out a framework for measuring fair value and requires additional
disclosures about fair value measurements. SFAS No. 157 applies to fair value measurements already
required or permitted by existing standards. SFAS No. 157 is effective for financial statements
issued for fiscal years beginning after November 15, 2007 and interim periods within those fiscal
years. The changes to current generally accepted accounting principles from the application of this
Statement relate to the definition of fair value, the methods used to measure fair value, and the
expanded disclosures about fair value measurements.
As of December 1, 2007, the Company adopted SFAS No. 157. The Company has performed an
analysis of all existing investments and derivative instruments to determine the significance and
character of all inputs to their fair value determination. Based on this assessment, the adoption
of this standard did not have any material effect on the Companys net asset value. However, the
adoption of the standard does require the Company to provide additional disclosures about the
inputs used to develop the measurements and the effect of certain measurements on changes in net
assets for the reportable periods as contained in the Companys periodic filings. Further,
valuation techniques to measure fair value shall maximize the use of relevant observable inputs
that do not require significant adjustment and minimize the use of unobservable inputs.
SFAS No. 157 establishes a fair value hierarchy that prioritizes the inputs to valuation
techniques used to measure fair value into the following three broad categories.
|
|
|
Level 1 Quoted unadjusted prices for identical instruments in active markets
to which the Company has access at the date of measurement. |
|
|
|
|
Level 2 Quoted prices for similar instruments in active markets; quoted
prices for identical or similar instruments in markets that are not active; and
model-derived valuations in which all significant inputs and significant value drivers
are observable in active markets. Level 2 inputs are those in markets for which there
are few transactions, the prices are not current, little public information exists or
instances where prices vary substantially over time or among brokered market makers. |
19
KAYNE ANDERSON MLP INVESTMENT COMPANY
NOTES TO FINANCIAL STATEMENTS
AUGUST 31, 2009
(amounts in 000s, except option contracts, share and per share amounts)
(UNAUDITED)
|
|
|
Level 3 Model derived valuations in which one or more significant inputs or
significant value drivers are unobservable. Unobservable inputs are those inputs that
reflect the Companys own assumptions that market participants would use to price the
asset or liability based on the best available information. |
The
following table presents the Companys assets measured at fair value on a recurring basis at August
31, 2009. Note that the valuation levels below are not necessarily an indication of the risk or
liquidity associated with the underlying investment. For instance, the Companys repurchase
agreements, which are collateralized by U.S. Treasury notes, are generally high quality and liquid;
however, the Company reflects these repurchase agreements as Level 2 because the inputs used to
determine fair value may not always be quoted prices in an active market.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quoted Prices in |
|
|
Prices with Other |
|
|
Unobservable |
|
|
|
|
|
|
|
Active Markets |
|
|
Observable Inputs |
|
|
Inputs |
|
|
|
Total |
|
|
(Level 1) |
|
|
(Level 2) |
|
|
(Level 3)(1) |
|
Assets at Fair Value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments |
|
$ |
1,349,412 |
|
|
$ |
1,306,484 |
|
|
$ |
36,808 |
|
|
$ |
6,120 |
|
Repurchase Agreement |
|
|
1,700 |
|
|
|
|
|
|
|
1,700 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets at fair value |
|
$ |
1,351,112 |
|
|
$ |
1,306,484 |
|
|
$ |
38,508 |
|
|
$ |
6,120 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities at Fair Value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized depreciation on interest rate swaps |
|
$ |
1,536 |
|
|
|
|
|
|
$ |
1,536 |
|
|
|
|
|
Option contracts written |
|
|
232 |
|
|
|
|
|
|
|
232 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities at fair value |
|
$ |
1,768 |
|
|
|
|
|
|
$ |
1,768 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
The Companys investments in Level 3 represent its investments in Clearwater Natural
Resources, L.P. and CNR GP Holdco, LLC as more fully described in Note 7 Restricted
Securities. |
The following table presents the Companys assets measured at fair value on a recurring basis using
significant unobservable inputs (Level 3) at November 30, 2008 and at August 31, 2009.
|
|
|
|
|
|
|
Long-Term |
|
Assets at Fair Value Using Unobservable Inputs (Level 3) |
|
Investments |
Balance November 30, 2008 |
|
$ |
32,987 |
|
Transfers out of Level 3 |
|
|
|
|
Realized gains/(losses) |
|
|
|
|
Unrealized losses, net |
|
|
(26,867) |
|
Purchases, issuances or settlements |
|
|
|
|
|
|
|
Balance August 31, 2009 |
|
$ |
6,120 |
|
|
|
|
The $26,867 of unrealized losses presented in the table above relate to investments that are
still held at August 31, 2009 and the Company includes these unrealized losses in the Statement of
Operations Net Change in Unrealized Gains/(Losses).
The Company did not have any liabilities that were measured at fair value on a recurring basis
using significant unobservable inputs (Level 3) at November 30, 2008 and at August 31, 2009.
20
KAYNE ANDERSON MLP INVESTMENT COMPANY
NOTES TO FINANCIAL STATEMENTS
AUGUST 31, 2009
(amounts in 000s, except option contracts, share and per share amounts)
(UNAUDITED)
4. Concentration of Risk
The Companys investment objective is to obtain a high after-tax total return with an emphasis
on current income paid to its stockholders. Under normal circumstances, the Company intends to
invest at least 85% of its total assets in securities of MLPs and other Midstream Energy Companies,
and to invest at least 80% of its total assets in MLPs, which are subject to certain risks, such as
supply and demand risk, depletion and exploration risk, commodity pricing risk, acquisition risk, and the risk associated with the hazards inherent in midstream
energy industry activities. A substantial portion of the cash flow received by the Company is
derived from investment in equity securities of MLPs. The amount of cash that an MLP has available
for distributions and the tax character of such distributions are dependent upon the amount of cash
generated by the MLPs operations. The Company may invest up to 15% of its total assets in any
single issuer and a decline in value of the securities of such an issuer could significantly impact
the net asset value of the Company. The Company may invest up to 20% of its total assets in debt
securities, which may include below investment grade securities. 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 objectives.
5. Agreements and Affiliations
A. Administration Agreement On February 27, 2009, the Administration Agreement between the
Company and Bear Stearns Funds Management Inc., dated September 15, 2004, was terminated. The
termination was by mutual agreement of the parties. No penalties were incurred by the Company
resulting from the termination of the Administration Agreement with Bear Stearns Funds Management
Inc.
On February 27, 2009, the Company, entered into an Administration Agreement (the
Administration Agreement) with Ultimus Fund Solutions, LLC (Ultimus). Pursuant to the
Administration Agreement, Ultimus will provide certain administrative services for the Company. The
Administration Agreement will terminate on February 27, 2010, with automatic one-year renewals
unless earlier terminated by either party as provided under the terms of Administration Agreement.
B. Investment Management Agreement The Company has entered into an investment management
agreement with Kayne Anderson under which the Adviser, subject to the overall supervision of the
Companys Board of Directors, manages the day-to-day operations of, and provides investment
advisory services to, the Company. For providing these services, the Adviser receives a management
fee from the Company. On June 15, 2009, the Company renewed its agreement with the advisor for a
period of one year. The agreement may be renewed annually upon approval of the Companys Board of
Directors.
For the nine months ended August 31, 2009, the Company paid and accrued management fees at an
annual rate of 1.375% of average total assets.
For purposes of calculating the management fee, the Companys total assets are equal to the
Companys gross asset value (which includes assets attributable to or proceeds from the Companys
use of preferred stock, commercial paper or notes issuances and other borrowings and excludes any
net deferred tax asset), minus the sum of the Companys accrued and unpaid distributions on any
outstanding common stock and accrued and unpaid distributions on any outstanding preferred stock
and accrued liabilities (other than liabilities associated with borrowing or leverage by the
Company and any accrued taxes). Liabilities associated with borrowing or leverage by the Company
include the principal amount of any borrowings, commercial paper or notes issued by the Company,
the liquidation preference of any outstanding preferred stock, and other liabilities from other
forms of borrowing or leverage such as short positions and put or call options held or written by
the Company.
C. Portfolio Companies From time to time, the Company may control or may be an affiliate
of one or more portfolio companies, each as defined in the 1940 Act. In general, under the 1940
Act, the Company would be presumed to control a portfolio company if the Company owned 25% or
more of its outstanding voting securities
21
KAYNE ANDERSON MLP INVESTMENT COMPANY
NOTES TO FINANCIAL STATEMENTS
AUGUST 31, 2009
(amounts in 000s, except option contracts, share and per share amounts)
(UNAUDITED)
and would be an affiliate of a portfolio company if the Company owned 5% or more of its outstanding voting securities. The 1940 Act contains prohibitions
and restrictions relating to transactions between investment companies and their affiliates
(including the Companys investment adviser), principal underwriters and affiliates of those
affiliates or underwriters.
The Company believes that there is significant ambiguity in the application of existing
Securities and Exchange Commission (SEC) staff interpretations of the term voting security to
complex structures such as limited partnership interests of the kind in which the Company invests.
As a result, it is possible that the SEC staff may consider that certain securities investments in
limited partnerships are voting securities under the staffs prevailing interpretations of this term. If such determination is made, the Company may be
regarded as a person affiliated with and controlling the issuers(s) of those securities for
purposes of Section 17 of the 1940 Act.
In light of the ambiguity of the definition of voting securities, the Company does not intend
to treat any class of limited partnership interests that it holds as voting securities unless the
security holders of such class currently have the ability, under the partnership agreement, to
remove the general partner (assuming a sufficient vote of such securities, other than securities
held by the general partner, in favor of such removal) or the Company has an economic interest of
sufficient size that otherwise gives it the de facto power to exercise a controlling influence over
the partnership. The Company believes this treatment is appropriate given that the general partner
controls the partnership, and without the ability to remove the general partner or the power to
otherwise exercise a controlling influence over the partnership due to the size of an economic
interest, the security holders have no control over the partnership.
Clearwater Natural Resources, LP At August 31, 2009, the Company held approximately 42.5% of
the limited partnership interest of Clearwater. The Company controls CNR GP Holdco, LLC, which is
the general partner of Clearwater. The Company believes that it controls and is an affiliate of
Clearwater under the 1940 Act by virtue of its controlling interest in the general partner of
Clearwater.
CNR GP Holdco, LLC At August 31, 2009, the Company held an 83.7% interest in CNR GP Holdco,
LLC (CNR), which is the general partner of Clearwater. The Company believes that it controls
and is an affiliate of CNR under the 1940 Act by virtue of its controlling interest.
On January 7, 2009, Clearwater filed a voluntary petition under Chapter 11 of the
U.S. Bankruptcy Code. Clearwater has continued operations as a debtor-in-possession. Clearwater is
conducting a sales process for the Companys assets.
Plains All American, L.P. Robert V. Sinnott is a senior executive of Kayne Anderson Capital
Advisors, L.P. (KACALP), the managing member of KA Fund Advisors, LLC (KAFA). Mr. Sinnott also
serves as a director on the board of Plains All American GP LLC, the general partner of Plains All
American Pipeline, L.P. Members of senior management and various advisory clients of KACALP and
KAFA own units of Plains All American GP LLC. Various advisory clients of KACALP and KAFA,
including the Company, own units in Plains All American Pipeline, L.P. The Company believes that it
is an affiliate of Plains All American Pipeline, L.P. under the 1940 Act.
22
KAYNE ANDERSON MLP INVESTMENT COMPANY
NOTES TO FINANCIAL STATEMENTS
AUGUST 31, 2009
(amounts in 000s, except option contracts, share and per share amounts)
(UNAUDITED)
6. Income Taxes
Deferred income taxes reflect (i) taxes on unrealized gains/(losses), which are attributable
to the difference between fair market value and tax basis, (ii) 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 and (iii) the net tax benefit of accumulated net
operating losses. Components of the Companys deferred tax assets and liabilities as of August 31,
2009 are as follows:
|
|
|
|
|
Deferred tax assets: |
|
|
|
|
Net operating loss carryforwards |
|
$ |
90,229 |
|
Capital loss carryforwards |
|
|
18,599 |
|
Other |
|
|
109 |
|
Deferred tax liabilities: |
|
|
|
|
Net unrealized gains on investment securities, interest rate swap contracts and option contracts |
|
|
(101,463) |
|
Basis reductions resulting from estimated return of capital |
|
|
(26,804) |
|
Valuation allowance |
|
|
|
|
|
|
|
Total net deferred tax liability |
|
$ |
(19,330) |
|
|
|
|
At August 31, 2009, the Company had federal net operating loss carryforwards of $243,861
(deferred tax asset of $81,179). Realization of the deferred tax assets and net operating loss
carryforwards are dependent, in part, on generating sufficient taxable income prior to expiration
of the loss carryforwards. If not utilized, $54,194; $52,182; $53,043 and $84,442 of the net
operating loss carryforward will expire in 2026, 2027, 2028 and 2029, respectively. As of November
30, 2008, the Company had a capital loss carryforward of approximately $50,267 which may be carried
forward 5 years and, if not utilized, expires in the year ending November 30, 2013. For
corporations, capital losses can only be used to offset capital gains and cannot be used to offset
ordinary income. In addition, the Company has state net operating losses of $120,414 that
represent a deferred tax asset of $9,050. These state net operating losses begin to expire in 2014
through 2029.
The Company periodically reviews the recoverability of its deferred tax asset based on the
weight of available evidence. The Companys analysis of the need for a valuation allowance
considers that it has incurred a cumulative loss over the three year period ended November 30,
2008, and the nine months ended August 31, 2009. Substantially all of the Companys net pre-tax
losses related to unrealized depreciation of investments occurred during the fiscal fourth quarter
of 2008 as a result of the unprecedented decline in the overall financial, commodity and MLP
markets.
When assessing the recoverability of its deferred tax asset, significant weight was given to
the Companys forecast of future taxable income, which is based principally on the expected
continuation of cash distributions from the Companys MLP holdings and interest income from its
fixed income holdings at or near current levels. Consideration was also given to the effects of
potential of additional future realized and unrealized losses on investments and the period over
which these deferred tax assets can be realized, as the expiration dates for the federal tax loss
carryforwards range from seventeen to twenty years.
Recovery of the deferred tax asset is dependent on continued payment of the MLP cash
distributions at or near current levels in the future and the resultant generation of taxable
income. Based on the Companys assessment, it has determined that it is more likely than not that
the net deferred tax asset will be realized through future taxable income of the appropriate
character. Accordingly, no valuation allowance has been established for the Companys net deferred
tax asset.
The Company will continue to assess the need for a valuation allowance in the future. The
Company will review its financial forecasts in relation to actual results and expected trends on an
ongoing basis. Unexpected significant decreases in cash distributions from the Companys MLP
holdings or significant further declines in the fair value of its portfolio of investments may
change the Companys assessment regarding the recoverability of its
23
KAYNE ANDERSON MLP INVESTMENT COMPANY
NOTES TO FINANCIAL STATEMENTS
AUGUST 31, 2009
(amounts in 000s, except option contracts, share and per share amounts)
(UNAUDITED)
deferred tax asset and would likely result in a valuation allowance. If a valuation allowance
is required to reduce the deferred tax asset in the future, it could have a material impact on the
Companys net asset value and results of operations in the period it is recorded.
Total income taxes were different from the amount computed by applying the federal statutory
income tax rate of 35 percent to the net investment loss and realized and unrealized gains (losses)
on investments and interest rate swap contracts before taxes for the nine months ended August 31,
2009, as follows:
|
|
|
|
|
Computed expected federal income tax |
|
$ |
112,262 |
|
State income tax, net of federal tax expense |
|
|
6,415 |
|
|
|
|
Total income tax expense |
|
$ |
118,677 |
|
|
|
|
At August 31, 2009, the cost basis of investments for federal income tax purposes was
$1,074,711 and the net cash received on option contracts written was $231. The cost basis of
investments includes a $126,192 reduction in basis attributable to the Companys portion of the
allocated losses from its MLP investments. At August 31, 2009, gross unrealized appreciation and
depreciation of investments and options for federal income tax purposes were as follows:
|
|
|
|
|
Gross unrealized appreciation of investments (including options) |
|
$ |
398,685 |
|
Gross unrealized depreciation of investments (including options) |
|
|
(122,285 |
) |
|
|
|
Net unrealized appreciation before tax and interest rate swap contracts |
|
|
276,400 |
|
Net unrealized depreciation on interest rate swap contracts |
|
|
(1,536 |
) |
|
|
|
Net unrealized appreciation before tax |
|
|
274,864 |
|
|
|
|
Net unrealized appreciation after tax |
|
$ |
173,164 |
|
|
|
|
7. Restricted Securities
From time to time, certain of the Companys investments may be restricted as to resale. For
instance, private investements that are not registered under the Securities Act of 1933, as
amended, and cannot, as a result, be offered for public sale in a non-exempt transaction without
first being registered. In other cases, certain of the Companys investments have restrictions such
as lock-up agreements that preclude the Company from offering these securities for public sale.
24
KAYNE ANDERSON MLP INVESTMENT COMPANY
NOTES TO FINANCIAL STATEMENTS
AUGUST 31, 2009
(amounts in 000s, except option contracts, share and per share amounts)
(UNAUDITED)
At August 31, 2009, the Company held the following restricted investments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Units, |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Principal |
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value |
|
|
|
|
|
|
Percent of |
|
|
|
|
|
Type of |
|
($) |
|
|
Acquisition |
|
Cost |
|
|
Fair |
|
|
per Unit/ |
|
|
Percent of |
|
|
Total |
|
Investment |
|
Security |
|
Restriction |
|
(in 000s) |
|
|
Date |
|
Basis |
|
|
Value |
|
|
Warrant |
|
|
Net Assets |
|
|
Assets |
|
Clearwater Natural
Resources, L.P. |
|
Common Units |
|
(1) |
|
|
3,889 |
|
|
(2) |
|
$ |
72,860 |
|
|
$ |
|
|
|
|
$ |
|
|
% |
|
|
% |
|
Clearwater Natural
Resources, L.P. |
|
Unsecured Term Loan |
|
(1) |
|
$ |
13,601 |
|
|
(3) |
|
|
13,689 |
|
|
|
6,120 |
|
|
|
n/a |
|
|
0.7 |
|
|
0.5 |
|
Clearwater Natural
Resources, L.P. |
|
Deferred Participation Units |
|
(1) |
|
|
41 |
|
|
3/5/2008 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Clearwater Natural
Resources, L.P. |
|
Warrants |
|
(1) |
|
|
34 |
|
|
9/29/2008 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CNR GP Holdco, LLC |
|
LLC Interests |
|
(1) |
|
|
n/a |
|
|
3/5/2008 |
|
|
1,083 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total of securities valued in accordance with procedures established by the Board of Directors(4) |
|
$ |
87,632 |
|
|
$ |
6,120 |
|
|
|
|
|
|
|
0.7% |
|
|
0.5% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Atlas Energy Resources, LLC |
|
Senior Notes |
|
(5) |
|
$ |
8,747 |
|
|
(6) |
|
$ |
7,128 |
|
|
$ |
8,834 |
|
|
|
n/a |
|
|
1.0% |
|
|
0.7% |
|
MarkWest Energy Partners,
L.P. |
|
Senior Notes |
|
(5) |
|
$ |
3,500 |
|
|
(6) |
|
|
2,904 |
|
|
|
3,185 |
|
|
|
n/a |
|
|
0.3 |
|
|
0.2 |
|
Regency Energy Partners LP |
|
Senior Notes |
|
(5) |
|
$ |
5,000 |
|
|
(6) |
|
|
5,025 |
|
|
|
5,000 |
|
|
|
n/a |
|
|
0.5 |
|
|
0.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total of securities valued by prices provided by market maker or independent pricing services |
|
$ |
15,057 |
|
|
$ |
17,019 |
|
|
|
|
|
|
|
1.8% |
|
|
1.3% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total of all restricted securities |
|
$ |
102,689 |
|
|
$ |
23,139 |
|
|
|
|
|
|
|
2.5% |
|
|
1.8% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
On January 7, 2009, Clearwater Natural Resources, LP (Clearwater) filed a voluntary
petition under Chapter 11 of the U.S. Bankruptcy Code. Clearwater has continued operations as
a debtor-in-possession. Clearwater is conducting a sales process for the Companys assets. No
assurances can be made as to the success of such sales process and the proceeds received in
such process. |
|
(2) |
|
The Company purchased common units on August 1, 2005 and October 2, 2006. |
|
(3) |
|
The Company purchased term loans on January 11, 2008; February 28, 2008; May 5, 2008; July 8,
2008; August 6, 2008; and September 29, 2008. The Company is not accruing interest income on
this investment. |
|
(4) |
|
Restricted securities that represent Level 3 under SFAS No. 157. Security is valued using
inputs reflecting the Companys own assumptions as more fully described in Note 2
Significant Accounting Policies. |
|
(5) |
|
Unregistered security of a public company. Restricted securities that represent Level 2
under SFAS No. 157. Securities with a fair market value determined by the mean of the bid and
ask prices provided by a syndicate bank, principal market maker or an independent pricing
service as more fully described in Note 2 Significant Accounting Policies. These securities
have limited trading volume and are not listed on a national exchange. |
|
(6) |
|
Acquired at various dates throughout the nine months ended August 31, 2009. |
25
KAYNE ANDERSON MLP INVESTMENT COMPANY
NOTES TO FINANCIAL STATEMENTS
AUGUST 31, 2009
(amounts in 000s, except option contracts, share and per share amounts)
(UNAUDITED)
8. Option Contracts
Transactions in option contracts for the nine months ended August 31, 2009 were as follows:
|
|
|
|
|
|
|
|
|
|
|
Number of |
|
|
|
|
Contracts |
|
Premium |
Call Options Purchased |
|
|
|
|
|
|
|
|
Options outstanding at beginning of period |
|
|
17,100 |
|
|
$ |
5,243 |
|
Options exercised |
|
|
(14,100 |
) |
|
|
(3,704 |
) |
Options expired |
|
|
(3,000 |
) |
|
|
(1,539 |
) |
|
|
|
|
|
Options outstanding at end of period |
|
|
|
|
|
$ |
|
|
|
|
|
|
|
Call Options Written |
|
|
|
|
|
|
|
|
Options outstanding at beginning of period |
|
|
800 |
|
|
$ |
101 |
|
Options written |
|
|
20,143 |
|
|
|
2,607 |
|
Options written and subsequently repurchased |
|
|
(2,600 |
) |
|
|
(360 |
) |
Options exercised |
|
|
(12,635 |
) |
|
|
(1,703 |
) |
Options expired |
|
|
(3,708 |
) |
|
|
(414 |
) |
|
|
|
|
|
Options outstanding at end of period |
|
|
2,000 |
|
|
$ |
231 |
|
|
|
|
|
|
9. Investment Transactions
For the nine months ended August 31, 2009, the Company purchased and sold securities in the
amounts of $444,269 and $272,082 (excluding short-term investments, options and interest rate
swaps), respectively.
10. Revolving Credit Facility
On June 26, 2009, the Company entered into an $80,000 unsecured revolving credit facility (the
Credit Facility) with a syndicate of lenders. JPMorgan Chase Bank, N.A. was lead arranger of the
Credit Facility, and Bank of America N.A., UBS Investment Bank and Citibank, N.A. participated in
the syndication. The Credit Facility has a 364-day commitment terminating on June 25, 2010.
Outstanding loan balances will accrue interest daily at a rate equal to the one-month LIBOR plus
2.25% per annum based on current asset coverage ratios. The interest rate may vary between LIBOR
plus 2.25% and LIBOR plus 3.50% depending on asset coverage ratios. The Company will pay a fee
equal to a rate of 0.50% per annum on any unused amounts of the Credit Facility. The Credit
Facility contains various covenants related to other indebtedness, liens and limits on the
Companys overall leverage.
For the nine months ended August 31, 2009, the average amount outstanding under the Companys
credit facilities was $405 with a weighted average interest rate of 4.36%. As of August 31, 2009,
the Company had outstanding borrowings on its Credit Facility of $2,000 and the interest rate was
4.50%. The borrowings outstanding were converted to a LIBOR based loan at a rate of 2.50%.
26
KAYNE ANDERSON MLP INVESTMENT COMPANY
NOTES TO FINANCIAL STATEMENTS
AUGUST 31, 2009
(amounts in 000s, except option contracts, share and per share amounts)
(UNAUDITED)
11. Senior Unsecured Notes
At August 31, 2009, the Company had $304,000, aggregate principal amount, of senior unsecured
fixed and floating rate notes (the Senior Unsecured Notes) outstanding. The table below sets
forth the key terms of each series of the Senior Unsecured Notes.
|
|
|
|
|
|
|
|
|
|
|
Principal |
|
|
|
|
Series |
|
Outstanding |
|
Rate |
|
Maturity |
G |
|
$ |
75,000 |
|
|
5.645% |
|
6/19/2011 |
H |
|
|
20,000 |
|
|
3-month LIBOR + 225 bps |
|
6/19/2011 |
I |
|
|
60,000 |
|
|
5.847% |
|
6/19/2012 |
J |
|
|
24,000 |
|
|
3-month LIBOR + 225 bps |
|
6/19/2012 |
K |
|
|
125,000 |
|
|
5.991% |
|
6/19/2013 |
|
|
|
|
|
|
|
|
|
$ |
304,000 |
|
|
|
|
|
|
|
|
|
|
|
|
Holders of the fixed rate Senior Unsecured Notes (Series G, Series I and Series K) are
entitled to receive cash interest payments semi-annually (on June 19 and December 19) at the fixed
rate. Holders of the floating rate Senior Unsecured Notes (Series H and J) are entitled to receive
cash interest payments quarterly (on March 19, June 19, September 19, and December 19) at the
floating rate equal to the 3-month LIBOR plus 2.25%.
During the period, the average principal balance outstanding was $304,000 with a weighted
average interest rate of 5.84%.
The Senior Unsecured Notes are not listed on any exchange or automated quotation system. Under
the 1940 Act and the terms of the Senior Unsecured Notes, the Company may not declare dividends or
make other distributions on shares of common stock or purchases of such shares if, at any time of
the declaration, distribution or purchase, asset coverage with respect to the outstanding Senior
Unsecured Notes would be less than 300%. The Senior Unsecured Notes contain various covenants of
the Company related to other indebtedness, liens and limits on the Companys overall leverage.
The Senior Unsecured Notes are redeemable in certain circumstances at the option of the
Company. The Senior Unsecured Notes are also subject to a mandatory redemption to the extent needed
to satisfy certain requirements if the Company fails to meet an asset coverage ratio required by
law and is not able to cure the coverage deficiency by the applicable deadline, or fails to cure a
deficiency as stated in the Companys rating
27
KAYNE ANDERSON MLP INVESTMENT COMPANY
NOTES TO FINANCIAL STATEMENTS
AUGUST 31, 2009
(amounts in 000s, except option contracts, share and per share amounts)
(UNAUDITED)
agency guidelines in a timely manner. A full copy of the note purchase agreement can be found
on the Companys website, www.kaynefunds.com.
The Senior Unsecured Notes are unsecured obligations of the Company and, upon liquidation,
dissolution or winding up of the Company, will rank: (1) senior to all the Companys outstanding
preferred shares; (2) senior to all of the Companys outstanding common shares; (3) on a parity
with any unsecured creditors of the Company and any unsecured senior securities representing
indebtedness of the Company; and (4) junior to any secured creditors of the Company.
At August 31, 2009, the Company was in compliance with all covenants under the Senior
Unsecured Notes agreements.
12. Preferred Stock
At August 31, 2009, the Company had 3,000 shares of Series D Auction Rate Preferred Stock
(ARP Shares) outstanding, totaling $75,000. The Company has 10,000 shares of authorized preferred
stock. The preferred stock has rights determined by the Board of Directors. The ARP Shares have a
liquidation value of $25,000 per share plus any accumulated, but unpaid dividends, whether or not
declared.
Holders of the ARP Shares are entitled to receive cash dividend payments at an annual rate
that may vary for each rate period.
Since February 14, 2008, there have been more ARP Shares offered for sale then there were
buyers of those ARP Shares, and as a result, the auctions of the Companys Series D ARP Shares have
failed. As a result, the dividend rate on the ARP Shares has been set at such maximum rate. Based
on the Companys current credit ratings, the maximum rate is equal to 200% of the greater of
(a) the AA Composite Commercial Paper Rate or (b) the applicable LIBOR. The dividend rate as of
August 31, 2009 was 0.50%. The weighted average dividend rate for the nine months ended August 31,
2009, was 0.78%. This rate includes the applicable rate based on the latest results of the auction
and does not include commissions paid to the auction agent. Under the 1940 Act, the Company may not
declare dividends or make other distribution on shares of common stock or purchases of such shares
if, at any time of the declaration, distribution or purchase, asset coverage with respect to the
outstanding senior securities representing indebtedness and preferred stock would be less than
200%.
The ARP Shares are redeemable in certain circumstances at the option of the Company. The
ARP Shares are also subject to a mandatory redemption if the Company fails to meet an asset
coverage ratio required by law, or fails to cure deficiency as stated in the Companys rating
agency guidelines in a timely manner.
The holders of the ARP Shares have voting rights equal to the holders of common stock (one
vote per share) and will vote together with the holders of shares of common stock as a single class
except on matters affecting only the holders of ARP Shares or the holders of common stock.
13. Interest Rate Swap Contracts
The Company has entered into interest rate swap contracts to partially hedge 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,
everything else being held constant, would result in a decline in the net assets of the Company. In
addition, if the counterparty to the interest rate swap contracts defaults, the Company would not
be able to use the anticipated receipts under the swap contracts to offset the interest payments on
the Companys leverage. 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 transaction would not be as favorable as on the expiring
transaction. In addition, if the Company is required to terminate any swap contract early, then the
Company could be required to make a termination payment. On December 24, 2008, the Company
terminated $66,000 aggregate notional amount of interest rate swap contracts
28
KAYNE ANDERSON MLP INVESTMENT COMPANY
NOTES TO FINANCIAL STATEMENTS
AUGUST 31, 2009
(amounts in 000s, except option contracts, share and per share amounts)
(UNAUDITED)
with a weighted average fixed interest rate of 3.77% for $3,550. On February 4, 2009, the
Company paid $8,700 to reduce the fixed rates paid on the remaining interest rate swap contracts
outstanding at the time.
As of August 31, 2009, the Company had entered into five interest rate swap contracts with UBS
AG as summarized below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed Rate |
|
Net Unrealized |
|
|
Notional |
|
Paid by the |
|
Appreciation/ |
Termination Date |
|
Amount |
|
Company |
|
(Depreciation) |
10/17/2010 |
|
$ |
25,000 |
|
|
|
1.16 |
% |
|
$ |
(360 |
) |
12/6/2010 |
|
|
50,000 |
|
|
|
1.16 |
|
|
|
(137 |
) |
1/22/2011 |
|
|
50,000 |
|
|
|
1.30 |
|
|
|
(403 |
) |
4/1/2011 |
|
|
19,000 |
|
|
|
1.28 |
|
|
|
(183 |
) |
10/17/2011 |
|
|
50,000 |
|
|
|
1.66 |
|
|
|
(453 |
) |
|
|
|
|
|
|
|
|
Total |
|
$ |
194,000 |
|
|
|
|
|
|
$ |
(1,536 |
) |
|
|
|
|
|
|
|
|
|
At August 31, 2009, the weighted average duration of the interest rate swap contracts was
1.5 years and the weighted average fixed rate was 1.34%. For all five interest rate swap contracts,
the Company receives a floating rate, based on one-month LIBOR.
14. Common Stock
The Company has 199,990,000 shares of common stock authorized and 51,294,195 shares
outstanding at August 31, 2009. As of that date, KACALP owned 4,000 shares. Transactions in common
shares for the nine months ended August 31, 2009, were as follows:
|
|
|
|
|
Shares outstanding at November 30, 2008 |
|
|
44,176,186 |
|
Shares issued through reinvestment of cash distributions |
|
|
894,309 |
|
Shares issued in connection with offerings of common stock(1) |
|
|
6,223,700 |
|
|
|
|
|
Shares outstanding at August 31, 2009 |
|
|
51,294,195 |
|
|
|
|
|
|
|
|
(1) |
|
On August 5, 2009, the Company closed its public offering of 6,223,700 shares of common stock
at a price of $20.25 per share. Total net proceeds from the offering were $120,506 and were
used by the Company to make additional portfolio investments that are consistent with the
Companys investment objective, and for general corporate purposes. |
15. Notice of Potential Purchases of Preferred Stock
The Company may, from time to time, repurchase shares of its Series D auction rate preferred
stock for cash at a price not above the market value of such shares at the time of such purchase,
subject to the requirements of applicable law.
16. Subsequent Events
We
have evaluated subsequent events through October 29, 2009, the
date the Companys financial
statements were issued.
On September 15, 2009, the Company declared its quarterly distribution of $0.48 per common
share for the period June 1, 2009 through August 31, 2009 for a total of $24,621. The distribution
was paid on October 9, 2009 to shareholders of record on October 5, 2009. Of this total, pursuant
to the Companys dividend reinvestment plan, $5,775 was
reinvested into the Company of which 285,346
shares of common stock were newly issued.
29
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Directors and Corporate Officers |
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Chairman of the Board of Directors, |
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President and Chief Executive Officer |
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Director |
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Director |
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Director |
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Director |
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Chief Financial Officer and Treasurer |
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Secretary and Chief Compliance Officer |
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Executive Vice President, Assistant |
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Secretary and Assistant Treasurer |
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Executive Vice President |
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Administrator |
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Ultimus Fund Solutions, LLC |
717 Texas Avenue, Suite 3100
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260 Madison Avenue, 8th Floor |
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New York, NY 10016 |
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1800 Avenue of the Stars, Second Floor
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Stock Transfer Agent and Registrar |
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American Stock Transfer & Trust Company |
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59 Maiden Lane |
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New York, NY 10038 |
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Independent Registered Public Accounting Firm |
JPMorgan Chase Bank, N.A.
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PricewaterhouseCoopers LLP |
14201 North Dallas Parkway, Second Floor
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350 South Grand Avenue |
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Los Angeles, CA 90071 |
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Legal Counsel |
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Paul, Hastings, Janofsky & Walker LLP |
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55 Second Street, 24th Floor |
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San Francisco, CA 94105 |
For stockholder inquiries, registered stockholders should call (800) 937-5449. For general
inquiries, please call (877) 657-3863/MLP-FUND; or visit us on the web at
http://www.kaynefunds.com.
This report, including the financial statements herein, is made available to stockholders of the
Company for their information. It is not a prospectus, circular or representation intended for use
in the purchase or sale of shares of the Company or of any securities mentioned in this report.