N-CSR
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number 811-21593
Kayne Anderson MLP Investment Company
(Exact name of registrant as specified in charter)
|
|
|
717 Texas Avenue, Suite 3100, Houston, Texas
|
|
77002 |
|
|
|
(Address of principal executive offices)
|
|
(Zip code) |
David Shladovsky, Esq.
KA Fund Advisors, LLC, 717 Texas Avenue, Suite 3100, Houston, Texas, 77002
(Name and address of agent for service)
Registrants telephone number, including area code: (713) 493-2020
Date of fiscal year end: November 30, 2009
Date of reporting period: November 30, 2009
Form N-CSR is to be used by management investment companies to file reports with the
Commission not later than 10 days after the transmission to stockholders of any report that is
required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of
1940 (17 CFR 270.30e-1). The Commission may use the information provided on Form N-CSR in its
regulatory, disclosure review, inspection, and policymaking roles.
A registrant is required to disclose the information specified by Form N-CSR, and the
Commission will make this information public. A registrant is not required to respond to the
collection of information contained in Form N-CSR unless the Form displays a currently valid Office
of Management and Budget (OMB) control number. Please direct comments concerning the accuracy of
the information collection burden estimate and any suggestions for reducing the burden to
Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609. The
OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. §
3507.
Item 1. Reports to Stockholders.
The report of Kayne Anderson MLP Investment Company (the Registrant) to stockholders for the
annual period ended November 30, 2009 is attached below.
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
LETTER TO STOCKHOLDERS
January 26, 2010
Dear Fellow Stockholders:
What a difference a year makes! At the end of fiscal year 2008, we had witnessed the collapse
of the credit markets, the disappearance of many of Wall Streets most prominent firms, the onset
of a worldwide recession, and sharp declines in the overall capital markets, the energy markets and
the MLP market. It was the worst year on record for the Alerian MLP index which declined an
astonishing 39% in the twelve months ended November 30, 2008. While there were signs of
improvement in January 2009, the market retreated again in February and March and retested the lows
that were set in October and November of 2008. Quite fortunately, the picture at the end of fiscal
year 2009 is remarkably different. The world economy shows signs of recovery. Commodity prices
have strengthened, and futures prices for crude oil, natural gas and other energy commodities
reflect expectations of a global economic recovery and higher worldwide demand for energy.
After retesting multi-year lows during the first calendar quarter of 2009, stock market
performance for the last three quarters of the year was quite strong, which we believe was a
reflection of increased confidence in an economic recovery and a desire on the part of investors to
increase exposure to equities. The S&P 500 and the Dow Jones Industrial Average increased 22% and
17%, respectively, in the twelve months ended November 30, 2009. The performance of MLPs was even
more impressive. As commodity prices increased and new capital became readily available, the MLP
market staged an unprecedented recovery, with the Alerian MLP index delivering a total return of
over 59% for the twelve months ended November 30, 2009. This represented the best annual
performance ever by MLPs. Fortunately, this strong performance has continued into fiscal 2010,
with the Alerian MLP index rising 11% between November 30, 2009 and January 25, 2010.
At the beginning of fiscal 2009, the MLP sector suffered from three major issues: low
commodity prices, uncertain access to capital, and general investor caution towards owning equity
securities. The recession resulted in lower demand for energy-related commodities, causing
commodity prices to fall significantly from their peaks in July 2008. Peak to trough, crude oil
prices fell by 77%, natural gas prices fell by 82%, and prices for natural gas liquids (NGLs) fell
by 78%. Exploration and production (E&P) companies cut their capital expenditure budgets and shut
in production as a result of weak commodity prices. Declining NGL prices squeezed processing
margins for gathering and processing (G&P) MLPs. All this led to concerns that declining
throughput, prices and margins would force certain MLPs to cut their distributions.
At the same time, access to the capital markets became extremely limited, making it difficult
for certain MLPs to fund capital obligations for growth projects and increasing the risk that other
MLPs would not be able to refinance their debt obligations when due. Virtually every MLP faced
concerns regarding its ability to finance the capital expenditures required to fund growth projects
or acquisitions, and in turn, its ability to sustain distribution increases.
As fiscal 2009 progressed, many of these fears were allayed as commodity prices rallied and
operating fundamentals improved. Crude oil prices increased 128% from their lows of approximately
$34 per barrel in mid-February to approximately $77 per barrel at November 30, 2009. This increase
was driven primarily by strong demand for crude from rapidly growing economies like China and India
and, to a lesser extent, a weaker U.S. dollar. Likewise, NGL prices increased almost two-fold as
the price of a typical NGL basket increased from $0.59 per gallon at the start of the fiscal year
to $1.09 per gallon at the end of the fiscal year.
Natural gas prices, on the other hand, declined consistently through the first nine months of
the year. Unlike crude oil, natural gas is primarily a domestic product in terms of both supply
and demand. Domestic natural gas demand was off substantially during 2009 due to the recession,
weather and consumer conservation. Industrial demand declined as the recession led to lower levels
of manufacturing activity. Residential demand declined as an unusually cool summer reduced the
need for air conditioning and as consumers continued conservation efforts. On the supply side,
production increased slightly during 2009 as the successful development of several shale plays
more than offset the impact of significantly lower drilling activity during the year.
1
KAYNE ANDERSON MLP INVESTMENT COMPANY
LETTER TO STOCKHOLDERS
Despite the difficult operating environment, MLPs were, for the most part, able to preserve or
even increase their cash distributions. This was in marked contrast to banks, other financial
stocks and REITS the traditional sources of investment income which in many cases were forced
to severely cut back or eliminate their dividends. While there were a number of MLPs that were
forced to reduce or eliminate their distributions, these cuts were generally limited to
commodity-sensitive Upstream MLPs and certain of the smaller G&P MLPs. Because most of the cuts
were in the smaller MLPs, the average cash distribution for the MLP universe, on a market
capitalization weighted basis, increased by 2.4% in fiscal 2009 despite these cuts.
MLPs access to the capital markets improved substantially as the year progressed. At the
beginning of the year, only the large, diversified, fee-based, investment-grade MLPs could raise
capital, and interest rates on new issuances of debt were significantly higher than historical
norms. By the end of the year, however, a wide variety of MLPs ranging from investment grade
names to the more commodity-price sensitive Upstream, G&P and Coal MLPs were able to raise
capital. To our surprise, by the end of the year, $7 billion of equity and $11 billion of debt had
been raised. In terms of follow-on public offerings, more capital was raised in 2009 than in any
previous year. Also of note was a clear change in the use of proceeds as the year progressed: At
the beginning of the year, MLPs raised money as a defensive measure to increase liquidity, but by
the end of the year, they raised capital to fund growth projects that would drive distribution
growth in 2010 and beyond.
Against this backdrop, MLP prices increased substantially and MLP yields began to return to
long-term averages as investors sought yield securities and gained confidence in the MLP growth
story. Given the substantial increase in MLP equity prices, we have spent a great deal of time
analyzing current valuation levels of MLPs. While MLP valuation levels are significantly higher
than a year ago, we believe they remain slightly undervalued relative to historical norms. In
coming to this conclusion, we compare current MLP valuations to historical levels using metrics
such as absolute yields for MLPs, as well as MLP yields relative to certain fixed income
benchmarks.
The yield for the Alerian MLP index was 7.9% as of November 30, 2009 which is 57 basis points
above the five-year average of 7.3%. Of note, before the onset of the financial crisis in
September 2008, MLP yields had averaged 6.6% for the preceding five-year period and were lower than
current levels for over 95% of that period. The yield spreads between the Alerian MLP index and
other fixed income indices have narrowed as well, but they remain higher than historical averages.
For example, the spreads between the yield on the Alerian MLP Index and the 10-year Treasury and
Baa bonds were 467 bps and 167 bps, respectively, as of our fiscal year end. This compares to an
average spread of 219 bps and 11 bps for the five-year period before the global financial crisis
unfolded in September 2008. This information supports our belief that many MLPs are trading at
modest discounts to fair value.
2009 Performance
Our stock price performance reflected the very strong performance of the underlying MLP
sector, with the $24.43 per share closing price on November 30, 2009 more than double the $11.12
per share closing price on December 1, 2008. Likewise, our performance in terms of Net Asset
Value was very strong, with Net Asset Value increasing from $14.74 per share on November 30, 2008
to $20.13 per share on November 30, 2009.
One of the measures we employ to evaluate our performance is Net Asset Value Return, which is
to the sum of the change in net asset value per share plus the distributions paid during the period
being measured, assuming reinvestment in our dividend reinvestment program. During fiscal 2009,
our Net Asset Value Return was 51.7%.
Much of our performance this year was attributable to a decision we made in the first quarter
to maintain our exposure to the G&P MLPs, even though this sector had been one of the worst
performers in late 2008 and early 2009. Instead, we chose to focus on those gathering and
processing names we believed had the most potential for stabilizing their operations and recovering
in value. Our decision proved to be a wise one, as an index of 10 G&P MLPs increased by 157%
during calendar 2009.
On the negative side, as a result of distribution cuts at certain of our portfolio companies,
we were forced to reduce our quarterly distribution in the first fiscal quarter from $0.50 per
share to $0.48 per share, a reduction of 4%. We have maintained the $0.48 per share distribution
in each of the last four quarters.
2
KAYNE ANDERSON MLP INVESTMENT COMPANY
LETTER TO STOCKHOLDERS
2010 Outlook
In many ways we expect 2010 to be a return to normal. With improved access to the capital
markets, MLPs are once again focusing on acquisitions and growth projects that we expect, over
time, will lead to distribution increases. Valuations have returned to more normalized levels, and
we expect low double-digit total returns for MLPs over both the short term and long term. We also
expect the IPO market to return with a flurry of deals in 2010, and expect the asset quality of
these new deals to be higher and the valuations to be more reasonable than some of the deals
completed in 2007 and early 2008.
Going forward, we believe that new energy infrastructure development will provide long-term
growth for the MLP sector. Production in new basins especially the Haynesville Shale in
Louisiana, the Marcellus Shale in Pennsylvania and the Eagle Ford Shale and Barnett Shale in Texas
will drive the construction of new energy infrastructure to transport this natural gas to major
population centers. We also expect to see the continued expansion of infrastructure to bring
natural gas out of the Rocky Mountains and to bring crude oil produced from Canadian oil sands to
U.S. refineries that can handle heavy crude oil.
As growth activity for MLPs increases, we anticipate that new investment opportunities will
arise. We have completed two follow-on equity offerings over the last five months to ensure we have
capital to allocate to attractive investments. While the majority of such opportunities over the
past year was in the form of follow-on public offerings, we anticipate that during fiscal 2010 we
will have the opportunity to provide capital to MLPs on a privately negotiated basis. These
transactions will likely call for creative financial solutions to satisfy MLP capital needs in
specific situations where the public markets are not available or not appropriate and should
provide opportunities to generate attractive rates of returns.
In December 2009, we announced that our Board of Directors is actively considering refinancing
alternatives for the Series D Auction Rate Preferred Stock (ARP Shares). We and our Board of
Directors continue to explore alternatives for the repurchase or redemption of the ARP Shares. It
is our goal to repurchase or redeem the ARP Shares during 2010, but in order accomplish that goal
we must develop a solution that balances the interests of both common and preferred shareholders.
We look forward to continuing to execute on our business plan of achieving high after-tax
total returns by investing in MLPs and other midstream energy companies. We invite you to visit
our website at www.kaynefunds.com for the latest updates.
Sincerely,
Kevin S. McCarthy
Chairman of the Board of Directors,
President and Chief Executive Officer
3
KAYNE ANDERSON MLP INVESTMENT COMPANY
PORTFOLIO SUMMARY
FOR THE FISCAL YEARS ENDED
(UNAUDITED)
Portfolio Investments by Category *
|
|
|
November 30, 2009
|
|
November 30, 2008 |
|
|
|
|
|
|
|
|
|
* |
|
As a percentage of total investments |
Top 10 Holdings by Issuer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Percent of Total Investments |
|
|
|
|
|
|
|
as of November 30, |
|
Holding |
|
Sector |
|
|
2009 |
|
|
2008 |
|
1. Plains All American Pipeline, L.P. |
|
Midstream MLP |
|
|
9.1 |
% |
|
|
10.7 |
% |
2. Magellan Midstream Partners, L.P. |
|
Midstream MLP |
|
|
7.9 |
|
|
|
8.1 |
|
3. Enterprise Products Partners L.P. |
|
Midstream MLP |
|
|
7.7 |
|
|
|
8.6 |
|
4. Inergy, L.P. |
|
Propane MLP |
|
|
6.8 |
|
|
|
5.3 |
|
5. Kinder Morgan Management, LLC |
|
MLP Affiliates |
|
|
6.0 |
|
|
|
8.9 |
|
6. MarkWest Energy Partners, L.P. |
|
Midstream MLP |
|
|
5.3 |
|
|
|
3.1 |
|
7. Energy Transfer Partners, L.P. |
|
Midstream MLP |
|
|
4.8 |
|
|
|
11.2 |
|
8. Copano Energy L.L.C. |
|
Midstream MLP |
|
|
4.5 |
|
|
|
4.6 |
|
9. Energy Transfer Equity, L.P. |
|
General Partner MLP |
|
|
4.4 |
|
|
|
|
|
10. Enbridge Energy Partners, L.P. |
|
Midstream MLP |
|
|
4.2 |
|
|
|
3.9 |
|
4
KAYNE ANDERSON MLP INVESTMENT COMPANY
MANAGEMENT DISCUSSION
FOR THE FISCAL YEAR ENDED NOVEMBER 30, 2009
This discussion contains forward-looking statements and good faith estimates. The reader is
referred to the disclosure on such matters at the beginning of this annual report.
Overview
Kayne Anderson MLP Investment Company (the Company) is a non-diversified, closed-end
management investment company. The Companys investment objective is to obtain a high after-tax
total return by investing at least 85% of its total assets in energy-related master limited
partnerships (MLPs) and their affiliates, 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, crude oil, refined petroleum
products or coal (collectively with MLPs, Midstream Energy Companies).
The Company invests principally in equity securities of (i) energy-related MLPs, (ii) owners
of such interests in MLPs (MLP Affiliates), and (iii) other Midstream Energy Companies. The
Company may, from time to time, invest in debt securities of MLPs and other Midstream Energy
Companies.
At November 30, 2009, the Companys long-term investments were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number |
|
|
|
|
|
|
Percentage |
|
|
|
of Portfolio |
|
|
|
|
|
of Long-Term |
|
Category |
|
Companies |
|
|
Amount |
|
|
Investments |
|
|
|
|
|
|
($ in 000s) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity |
|
|
|
|
|
|
|
|
|
|
|
|
MLP |
|
|
44 |
|
|
$ |
1,432,379 |
|
|
|
90.1 |
% |
MLP Affiliate |
|
|
2 |
|
|
|
126,547 |
|
|
|
8.0 |
|
|
|
|
|
|
|
|
|
|
|
Total Equity |
|
|
46 |
|
|
|
1,558,926 |
|
|
|
98.1 |
|
Debt |
|
|
|
|
|
|
|
|
|
|
|
|
MLP |
|
|
5 |
|
|
|
30,973 |
|
|
|
1.9 |
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
51 |
|
|
$ |
1,589,899 |
|
|
|
100.0 |
% |
|
|
|
|
|
|
|
|
|
|
As a limited partner in the MLPs, the Company reports its allocable share of the MLPs taxable
income in computing its own taxable income. During the year ended November 30, 2009 (fiscal
2009), the Company estimated that taxable income associated with its ownership in MLPs was equal
to 10% of the distributions received from such MLPs. As a result, the Company estimated that 90% of
the MLP distributions will be treated as a return of capital for tax purposes. For financial
reporting purposes, the Company reflects its MLP distributions net of the return of capital
portion. As a result, only 10% of the cash distributions from MLPs received during fiscal 2009 are
included in investment income. The remaining 90% of distributions from MLPs that are treated as a
return of capital are reflected as a reduction in the cost basis of the Companys portfolio
securities, which has the effect of increasing realized and unrealized gains by that same amount.
Financial Review
During fiscal 2009, the Company had a net increase in net assets resulting from operations of
$335.2 million before dividends to preferred stockholders of $0.5 million. The components of this
increase are (i) a net investment loss of $15.4 million ($24.4 million before taxes), (ii) net
realized losses of $18.4 million ($29.2 million before taxes) and (iii) net change in unrealized
gains of $369.0 million ($586.0 million before taxes).
The Company incurred a net investment loss (before taxes) of $24.4 million during fiscal year
2009. This consisted of net dividends and distributions from MLPs and other Midstream Energy
Companies of $12.3 million, which was after the deduction of $90.0 million of cash dividends and
distributions received by the Company that were treated as a return of capital. Interest income on
investments and repurchase agreements was $2.1 million. Expenses were $38.8 million, including
$16.0 million of investment management fees and $19.4 million of interest expense. Investment
management fees were equal to an annual rate of 1.375% of average total assets.
5
KAYNE ANDERSON MLP INVESTMENT COMPANY
MANAGEMENT DISCUSSION
FOR THE FISCAL YEAR ENDED NOVEMBER 30, 2009
Net realized losses (before taxes) during fiscal 2009 were $29.2 million, consisting of
realized losses on investments of $10.7 million, $1.8 realized losses on options and $16.7 million
of payments pursuant to interest rate swap contracts (including $14.4 million related to
termination of certain contracts). The majority of these contracts were terminated in order to
reduce the fixed interest rate paid by the Company. Payments made or received pursuant to those
swap contracts are not reflected in interest expense, but are reflected as realized gains or
losses. During fiscal 2009, the Companys portfolio turnover rate was 28.9%, which reflects its
sale of long-term investments, compared to average market value of its long-term investments during
the year.
Net change in unrealized gains (before taxes) during fiscal 2009 was $586.0 million, including
unrealized gains on investments of $577.6 million and an increase in the mark-to-market value of
the interest rate swap contracts of $8.7 million.
The Company is taxed as a corporation for federal and state income tax purposes. As a result,
the Company records income tax expense or benefit based on the investment income (loss) and
realized gains (losses). Similarly, the Company records an income tax expense (benefit) based on
the unrealized gains (losses), which are equal to the difference between the current market value
of its assets and liabilities compared to the tax basis of those assets and liabilities. At
November 30, 2009, the Company was in a net operating loss position that results in its income
taxes being deferred. During fiscal 2009, the Company recorded a deferred tax benefit of $9.0
million attributable to its net investment loss; a deferred tax benefit of $10.8 million
attributable to its realized losses; and a deferred tax expense of $217 million attributable to its
unrealized gains. The Companys taxes were computed based on an effective tax rate of approximately
37% for the fiscal year ended November 30, 2009.
On August 5, 2009, the Company issued 6,223,700 shares of common stock in a public offering.
Net proceeds from the offering of approximately $121 million were used to make new portfolio
investments.
On November 4, 2009, the Company completed a $110 million private placement of Senior Notes
and redeemed $20 million Series H Senior Unsecured Note, $24 million Series J Senior Unsecured Note
and repaid $64 million borrowed under the credit facility.
As of November 30, 2009, the Company had one interest rate swap contract with a notional
amount of $125 million with a fixed rate of 0.99% and duration of 2 years. Under this contract, the
Company pays a fixed rate of interest and receives a floating rate of interest based on the London
Interbank Offered Rate (LIBOR).
As of November 30, 2009, the Company had no outstanding borrowings on its $80 million
revolving credit facility.
Distributions
The Company paid quarterly distributions totaling $89.6 million or $1.94 per share to its
common stockholders during fiscal 2009. Payment of future distributions is subject to board
approval, as well as meeting the covenants of the Companys senior debt and the asset coverage
requirements of the Investment Company Act of 1940, as amended (the 1940 Act).
Recent Events
On January 15, 2010, the Company paid a distribution to its common stockholders in the amount
of $0.48 per share, for a total of $24.8 million. Of this total, $5.6 million was reinvested into
the Company, pursuant to the Companys dividend reinvestment plan. In connection with that
reinvestment, 247,503 shares of common stock were issued.
On January 20, 2010 the Company issued 6,291,600 shares of common stock in a public offering.
Net proceeds from the offering of approximately $142 million will be used to make additional
portfolio investments in accordance with the Companys investment objective and policies and for
general corporate purposes.
6
KAYNE ANDERSON MLP INVESTMENT COMPANY
SCHEDULE OF INVESTMENTS
NOVEMBER 30, 2009
(amounts in 000s, except number of option contracts)
|
|
|
|
|
|
|
|
|
|
|
No. of |
|
|
|
|
Description |
|
Shares/Units |
|
|
Value |
|
Long-Term Investments 153.1% |
|
|
|
|
|
|
|
|
Equity Investments(a) 150.1% |
|
|
|
|
|
|
|
|
Midstream MLP(b) 107.0% |
|
|
|
|
|
|
|
|
Boardwalk Pipeline Partners, LP |
|
|
329 |
|
|
$ |
9,293 |
|
Buckeye Partners, L.P. |
|
|
738 |
|
|
|
38,880 |
|
Copano Energy, L.L.C.(c) |
|
|
3,476 |
|
|
|
70,209 |
|
Crosstex Energy, L.P.(d) |
|
|
3,084 |
|
|
|
18,502 |
|
DCP Midstream Partners, LP |
|
|
786 |
|
|
|
19,765 |
|
Duncan Energy Partners L.P. |
|
|
429 |
|
|
|
9,639 |
|
El Paso Pipeline Partners, L.P. |
|
|
643 |
|
|
|
15,232 |
|
Enbridge Energy Partners, L.P.(c) |
|
|
1,373 |
|
|
|
67,687 |
|
Energy Transfer Partners, L.P.(c) |
|
|
1,760 |
|
|
|
76,195 |
|
Enterprise Products Partners L.P. |
|
|
4,110 |
|
|
|
122,425 |
|
Exterran Partners, L.P. |
|
|
1,001 |
|
|
|
19,342 |
|
Global Partners LP |
|
|
1,318 |
|
|
|
30,956 |
|
Holly Energy Partners, L.P. |
|
|
402 |
|
|
|
14,771 |
|
Magellan Midstream Partners, L.P.(c) |
|
|
3,069 |
|
|
|
126,120 |
|
MarkWest Energy Partners, L.P. |
|
|
3,210 |
|
|
|
82,326 |
|
Martin Midstream Partners L.P. |
|
|
341 |
|
|
|
8,970 |
|
ONEOK Partners, L.P. |
|
|
657 |
|
|
|
38,586 |
|
Plains All American Pipeline, L.P.(e) |
|
|
2,876 |
|
|
|
145,545 |
|
Quicksilver Gas Services LP |
|
|
323 |
|
|
|
6,773 |
|
Regency Energy Partners LP |
|
|
2,820 |
|
|
|
56,209 |
|
Spectra Energy Partners, LP |
|
|
304 |
|
|
|
8,416 |
|
Targa Resources Partners LP |
|
|
478 |
|
|
|
9,548 |
|
TC PipeLines, LP |
|
|
814 |
|
|
|
29,475 |
|
TransMontaigne Partners L.P. |
|
|
283 |
|
|
|
7,350 |
|
Western Gas Partners, LP |
|
|
785 |
|
|
|
15,254 |
|
Williams Partners L.P.(c) |
|
|
1,757 |
|
|
|
49,455 |
|
Williams Pipeline Partners L.P. |
|
|
644 |
|
|
|
14,062 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,110,985 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General Partner MLP(b) 12.8% |
|
|
|
|
|
|
|
|
Alliance Holdings GP L.P. |
|
|
680 |
|
|
|
16,386 |
|
Energy Transfer Equity, L.P. |
|
|
2,398 |
|
|
|
70,737 |
|
Enterprise GP Holdings L.P. |
|
|
1,169 |
|
|
|
43,254 |
|
Inergy Holdings, L.P. |
|
|
49 |
|
|
|
2,641 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
133,018 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
MLP Affiliates(b) 12.2% |
|
|
|
|
|
|
|
|
Enbridge Energy Management, L.L.C.(f) |
|
|
639 |
|
|
|
31,186 |
|
Kinder Morgan Management, LLC(c)(f) |
|
|
1,897 |
|
|
|
95,361 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
126,547 |
|
|
|
|
|
|
|
|
|
See accompanying notes to financial statements.
7
KAYNE ANDERSON MLP INVESTMENT COMPANY
SCHEDULE OF INVESTMENTS
NOVEMBER 30, 2009
(amounts in 000s, except number of option contracts)
|
|
|
|
|
|
|
|
|
|
|
No. of |
|
|
|
|
Description |
|
Shares/Units |
|
|
Value |
|
Propane MLP 10.5% |
|
|
|
|
|
|
|
|
Inergy, L.P. |
|
|
3,297 |
|
|
$ |
108,986 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shipping MLP 6.0% |
|
|
|
|
|
|
|
|
Capital Product Partners L.P. |
|
|
895 |
|
|
|
6,782 |
|
K-Sea Transportation Partners L.P. |
|
|
635 |
|
|
|
6,620 |
|
Navios Maritime Partners L.P. |
|
|
976 |
|
|
|
13,815 |
|
Teekay LNG Partners L.P. |
|
|
946 |
|
|
|
23,034 |
|
Teekay Offshore Partners L.P. |
|
|
700 |
|
|
|
12,516 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
62,767 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Coal MLP 0.7% |
|
|
|
|
|
|
|
|
Alliance
Resource Partners, L.P. |
|
|
83 |
|
|
|
3,262 |
|
Natural Resources Partners L.P. |
|
|
78 |
|
|
|
1,851 |
|
Penn Virginia Resource Partners, L.P. |
|
|
98 |
|
|
|
1,905 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,018 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Upstream MLP 0.4% |
|
|
|
|
|
|
|
|
Legacy Reserves LP |
|
|
230 |
|
|
|
4,075 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other MLP 0.5% |
|
|
|
|
|
|
|
|
Calumet Specialty Products Partners, L.P. |
|
|
308 |
|
|
|
5,530 |
|
|
|
|
|
|
|
|
|
Total Equity Investments (Cost $1,196,528) |
|
|
|
|
|
|
1,558,926 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest |
|
|
Maturity |
|
|
Principal |
|
|
|
|
|
|
|
Rate |
|
|
Date |
|
|
Amount |
|
|
|
|
|
Energy Debt Investments 3.0% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Upstream MLP(b) 1.9% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Atlas Energy Resources, LLC |
|
|
12.13 |
% |
|
|
8/1/17 |
|
|
$ |
9,000 |
|
|
|
10,058 |
|
Atlas Energy Resources, LLC |
|
|
10.75 |
|
|
|
2/1/18 |
|
|
|
8,747 |
|
|
|
9,512 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
19,570 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Midstream MLP 0.7% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Copano
Energy, L.L.C. |
|
|
7.75 |
|
|
|
6/1/18 |
|
|
|
1,800 |
|
|
|
1,791 |
|
Copano
Energy, L.L.C. |
|
|
8.13 |
|
|
|
3/1/16 |
|
|
|
500 |
|
|
|
500 |
|
MarkWest
Energy Partners, L.P. |
|
|
6.88 |
|
|
|
11/1/14 |
|
|
|
2,000 |
|
|
|
1,860 |
|
Regency Energy Partners LP |
|
|
9.38 |
|
|
|
6/1/16 |
|
|
|
3,000 |
|
|
|
3,172 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,323 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Coal MLP 0.4% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Clearwater Natural Resources, LP(d)(g)(h) |
|
|
(i |
) |
|
|
12/3/09 |
|
|
|
13,601 |
|
|
|
4,080 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Energy Debt Investments (Cost $37,257) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
30,973 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Long-Term Investments (Cost $1,233,785) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,589,899 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to financial statements.
8
KAYNE ANDERSON MLP INVESTMENT COMPANY
SCHEDULE OF INVESTMENTS
NOVEMBER 30, 2009
(amounts in 000s, except number of option contracts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest |
|
|
Maturity |
|
|
|
|
Description |
|
Rate |
|
|
Date |
|
|
Value |
|
Short-Term Investment 0.6% |
|
|
|
|
|
|
|
|
|
|
|
|
Repurchase Agreement 0.6% |
|
|
|
|
|
|
|
|
|
|
|
|
J.P. Morgan Securities Inc. (Agreement
dated 11/30/09 to be repurchased at
$6,340), collateralized by $6,448 in U.S.
Treasury note (Cost $6,340) |
|
|
0.07 |
% |
|
|
12/1/09 |
|
|
$ |
6,340 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
No. of |
|
|
|
|
|
|
Contracts |
|
|
|
|
Put Option Contracts Purchased 0.0%(d) |
|
|
|
|
|
|
|
|
|
|
|
|
Midstream MLP |
|
|
|
|
|
|
|
|
Copano Energy, L.L.C., put option expiring 12/19/09 @ $17.50 (Cost $89) |
|
|
1,386 |
|
|
|
14 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Short-Term Investments (Cost $6,429) |
|
|
|
|
|
|
6,354 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Investments 153.7% (Cost $1,240,214) |
|
|
|
|
|
|
1,596,253 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
|
|
|
Option Contracts Written(d) |
|
|
|
|
|
|
|
|
Midstream MLP |
|
|
|
|
|
|
|
|
Copano Energy, L.L.C., call option expiring 12/19/09 @ $20.00 |
|
|
1,000 |
|
|
|
(50 |
) |
Enbridge Energy Partners, L.P., call option expiring 12/19/09 @ $50.00 |
|
|
1,000 |
|
|
|
(50 |
) |
Energy Transfer Partners, L.P., call option expiring 12/19/09 @ $45.00 |
|
|
1,000 |
|
|
|
(20 |
) |
Magellan Midstream Partners, L.P., call option expiring 12/19/09 @ $40.00 |
|
|
1,000 |
|
|
|
(110 |
) |
Williams Partners L.P., call option expiring 12/19/09 @ $25.00 |
|
|
3,000 |
|
|
|
(1,161 |
) |
|
|
|
|
|
|
|
|
Total Call Option Contracts Written (Premiums Received $584) |
|
|
|
|
|
|
(1,391 |
) |
Senior Unsecured Notes |
|
|
|
|
|
|
(370,000 |
) |
Unrealized Depreciation on Interest Rate Swap Contracts |
|
|
|
|
|
|
(205 |
) |
Deferred Tax Liability |
|
|
|
|
|
|
(97,721 |
) |
Other Liabilities |
|
|
|
|
|
|
(18,824 |
) |
|
|
|
|
|
|
|
|
Total Liabilities |
|
|
|
|
|
|
(488,141 |
) |
Other Assets |
|
|
|
|
|
|
5,165 |
|
|
|
|
|
|
|
|
|
Total Liabilities in Excess of Other Assets |
|
|
|
|
|
|
(482,976 |
) |
Preferred Stock at Redemption Value |
|
|
|
|
|
|
(75,000 |
) |
|
|
|
|
|
|
|
|
Net Assets Applicable to Common Stockholders |
|
|
|
|
|
$ |
1,038,277 |
|
|
|
|
|
|
|
|
|
|
|
|
(a) |
|
Unless otherwise noted, equity investments are common units/common shares. |
|
(b) |
|
Includes Limited Liability Companies. |
|
(c) |
|
Security or a portion thereof is segregated as collateral on option contracts written or
interest rate swap contracts. |
See accompanying notes to financial statements.
9
KAYNE ANDERSON MLP INVESTMENT COMPANY
SCHEDULE OF INVESTMENTS
NOVEMBER 30, 2009
(amounts in 000s, except number of option contracts)
|
|
|
(d) |
|
Security is non-income producing. |
|
(e) |
|
The Company believes that it is an affiliate of Plains All American, L.P. See Note 5
Agreements and Affiliations. |
|
(f) |
|
Distributions are paid in-kind. |
|
(g) |
|
Fair valued securities, restricted from public sale. See Notes 2, 3 and 7. |
|
(h) |
|
Clearwater Natural Resources, LP is a privately-held MLP that the Company believes is a
controlled affiliate. On January 7, 2009, Clearwater Natural Resources, LP (Clearwater)
filed a voluntary petition under Chapter 11 of the U.S. Bankruptcy Code. In addition to the
unsecured term loan, the Company owns 3,889 common units, 34 warrants and 41 unregistered,
deferred participation units of Clearwater, the Company assigned no value to these equity
investments as of November 30, 2009. CNR GP Holdco, LLC is the general partner of Clearwater.
The Company owns 83.7% of CNR GP Holdco, LLC, which was assigned no value as of November 30,
2009, and believes it is a controlled affiliate. See Notes 3, 5, 7 and 15. |
|
(i) |
|
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 November 30,
2009). As described in Note 2(i), the Company is not accruing interest on this investment. |
See accompanying notes to financial statements.
10
KAYNE ANDERSON MLP INVESTMENT COMPANY
STATEMENT OF ASSETS AND LIABILITIES
NOVEMBER 30, 2009
(amounts in 000s, except share and per share amounts)
|
|
|
|
|
ASSETS |
|
|
|
|
Investments at fair value: |
|
|
|
|
Non-affiliated (Cost $1,064,894) |
|
$ |
1,440,274 |
|
Affiliated (Cost $81,258) |
|
|
145,545 |
|
Controlled (Cost $87,633) |
|
|
4,080 |
|
Put option contracts purchased (Cost $89) |
|
|
14 |
|
Repurchase agreement (Cost $6,340) |
|
|
6,340 |
|
|
|
|
|
Total investments (Cost $1,240,214) |
|
|
1,596,253 |
|
Deposits with brokers |
|
|
553 |
|
Receivable for securities sold |
|
|
770 |
|
Interest, dividends and distributions receivable |
|
|
894 |
|
Income tax receivable |
|
|
63 |
|
Deferred debt issuance costs and other, net |
|
|
2,885 |
|
|
|
|
|
Total Assets |
|
|
1,601,418 |
|
|
|
|
|
|
|
|
|
|
LIABILITIES |
|
|
|
|
Payable for securities purchased |
|
|
5,528 |
|
Investment management fee payable |
|
|
4,980 |
|
Accrued directors fees and expenses |
|
|
44 |
|
Call option contracts written (Premiums received $584) |
|
|
1,391 |
|
Accrued expenses and other liabilities |
|
|
8,272 |
|
Unrealized depreciation on interest rate swap contracts |
|
|
205 |
|
Deferred tax liability |
|
|
97,721 |
|
Senior Unsecured Notes |
|
|
370,000 |
|
|
|
|
|
Total Liabilities |
|
|
488,141 |
|
|
|
|
|
|
|
|
|
|
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 |
|
$ |
1,038,277 |
|
|
|
|
|
|
|
|
|
|
NET ASSETS APPLICABLE TO COMMON STOCKHOLDERS CONSIST OF |
|
|
|
|
Common stock, $0.001 par value (51,579,541 shares issued and outstanding, 199,990,000 shares
authorized) |
|
$ |
52 |
|
Paid-in capital |
|
|
884,907 |
|
Accumulated net investment loss, net of income taxes, less dividends |
|
|
(119,508 |
) |
Accumulated realized gains on investments and interest rate swap contracts, net of income taxes |
|
|
51,122 |
|
Net unrealized gains on investments and interest rate swap contracts, net of income taxes |
|
|
221,704 |
|
|
|
|
|
NET ASSETS APPLICABLE TO COMMON STOCKHOLDERS |
|
$ |
1,038,277 |
|
|
|
|
|
|
|
|
|
|
NET ASSET VALUE PER COMMON SHARE |
|
$ |
20 |
|
|
|
|
|
See accompanying notes to financial statements.
11
KAYNE ANDERSON MLP INVESTMENT COMPANY
STATEMENT OF OPERATIONS
FOR THE FISCAL YEAR ENDED NOVEMBER 30, 2009
(amounts in 000s)
|
|
|
|
|
INVESTMENT INCOME |
|
|
|
|
Income |
|
|
|
|
Dividends and distributions: |
|
|
|
|
Non-affiliated investments |
|
$ |
91,837 |
|
Affiliated investments |
|
|
10,420 |
|
|
|
|
|
Total dividends and distributions |
|
|
102,257 |
|
Return of capital |
|
|
(89,987 |
) |
|
|
|
|
Net dividends and distributions |
|
|
12,270 |
|
|
|
|
|
Interest |
|
|
|
|
Non-affiliated investments |
|
|
1,938 |
|
Controlled investments, net of $779 of bad debt expense |
|
|
176 |
|
|
|
|
|
Total interest |
|
|
2,114 |
|
|
|
|
|
Total Investment Income |
|
|
14,384 |
|
|
|
|
|
|
|
|
|
|
Expenses |
|
|
|
|
Investment management fees |
|
|
16,040 |
|
Professional fees |
|
|
925 |
|
Administration fees |
|
|
598 |
|
Reports to stockholders |
|
|
246 |
|
Insurance |
|
|
225 |
|
Directors fees |
|
|
190 |
|
Custodian fees |
|
|
174 |
|
Other expenses |
|
|
1,021 |
|
|
|
|
|
Total Expenses Before Interest Expense and Taxes |
|
|
19,419 |
|
Interest expense |
|
|
19,400 |
|
|
|
|
|
Total Expenses Before Taxes |
|
|
38,819 |
|
|
|
|
|
Net Investment Loss Before Taxes |
|
|
(24,435 |
) |
Deferred tax benefit |
|
|
9,047 |
|
|
|
|
|
Net Investment Loss |
|
|
(15,388 |
) |
|
|
|
|
|
|
|
|
|
REALIZED AND UNREALIZED GAINS/(LOSSES) |
|
|
|
|
Net Realized Gains/(Losses) |
|
|
|
|
Investments |
|
|
(10,715 |
) |
Options |
|
|
(1,815 |
) |
Payments on interest rate swap contracts |
|
|
(16,736 |
) |
Deferred tax benefit |
|
|
10,835 |
|
|
|
|
|
Net Realized Losses |
|
|
(18,431 |
) |
|
|
|
|
Net Change in Unrealized Gains/(Losses) |
|
|
|
|
Investments |
|
|
577,587 |
|
Options |
|
|
(282 |
) |
Interest rate swap contracts |
|
|
8,672 |
|
Deferred tax expense |
|
|
(216,950 |
) |
|
|
|
|
Net Change in Unrealized Gains |
|
|
369,027 |
|
|
|
|
|
Net Realized and Unrealized Gains |
|
|
350,596 |
|
|
|
|
|
|
|
|
|
|
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS |
|
|
335,208 |
|
DISTRIBUTION TO PREFERRED STOCKHOLDERS |
|
|
(539 |
) |
|
|
|
|
NET INCREASE IN NET ASSETS APPLICABLE TO COMMON STOCKHOLDERS
RESULTING FROM OPERATIONS |
|
$ |
334,669 |
|
|
|
|
|
See accompanying notes to financial statements.
12
KAYNE ANDERSON MLP INVESTMENT COMPANY
STATEMENT OF CHANGES IN NET ASSETS APPLICABLE TO COMMON STOCKHOLDERS
(amounts in 000s, except share amounts)
|
|
|
|
|
|
|
|
|
|
|
For the Fiscal Year Ended |
|
|
|
November 30, |
|
|
|
2009 |
|
|
2008 |
|
OPERATIONS |
|
|
|
|
|
|
|
|
Net investment loss, net of tax |
|
$ |
(15,388 |
) |
|
$ |
(31,676 |
) |
Net realized losses, net of tax |
|
|
(18,431 |
) |
|
|
(628 |
) |
Net change in unrealized gains/(losses), net of tax |
|
|
369,027 |
|
|
|
(549,121 |
) |
|
|
|
|
|
|
|
Net Increase/(Decrease) in Net Assets Resulting from Operations |
|
|
335,208 |
|
|
|
(581,425 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DIVIDENDS/DISTRIBUTIONS TO PREFERRED STOCKHOLDERS(1) |
|
|
|
|
|
|
|
|
Dividends |
|
|
|
|
|
|
|
|
Distributions return of capital |
|
|
(539 |
) |
|
|
(4,176 |
) |
|
|
|
|
|
|
|
Dividends/Distributions to Preferred Stockholders |
|
|
(539 |
) |
|
|
(4,176 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DIVIDENDS/DISTRIBUTIONS TO COMMON STOCKHOLDERS(1) |
|
|
|
|
|
|
|
|
Dividends |
|
|
|
|
|
|
|
|
Distributions return of capital |
|
|
(89,586 |
) |
|
|
(86,757 |
) |
|
|
|
|
|
|
|
Dividends/Distributions to Common Stockholders |
|
|
(89,586 |
) |
|
|
(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 1,179,655 and 950,637 shares of common stock from reinvestment
of distributions, respectively |
|
|
21,532 |
|
|
|
23,484 |
|
|
|
|
|
|
|
|
Net Increase in Net Assets Applicable to Common Stockholders from
Capital Stock Transactions |
|
|
142,038 |
|
|
|
23,484 |
|
|
|
|
|
|
|
|
Total Increase/(Decrease) in Net Assets Applicable to Common Stockholders |
|
|
387,121 |
|
|
|
(648,874 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET ASSETS ATTRIBUTABLE TO COMMON STOCKHOLDERS |
|
|
|
|
|
|
|
|
Beginning of year |
|
|
651,156 |
|
|
|
1,300,030 |
|
|
|
|
|
|
|
|
End of year |
|
$ |
1,038,277 |
|
|
$ |
651,156 |
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
The information presented in each of these items is a characterization of a portion of the
total dividends and distributions paid to preferred and common stockholders for the fiscal
years ended November 30, 2009 and 2008 as either dividends (ordinary income) or distributions
(return of capital). This characterization is based on the Companys earnings and profits. |
See accompanying notes to financial statements.
13
KAYNE ANDERSON MLP INVESTMENT COMPANY
STATEMENT OF CASH FLOWS
FOR THE FISCAL YEAR ENDED NOVEMBER 30, 2009
(amounts in 000s)
|
|
|
|
|
CASH FLOWS FROM OPERATING ACTIVITIES |
|
|
|
|
Net increase in net assets resulting from operations |
|
$ |
335,208 |
|
Adjustments to reconcile net increase in net assets resulting from operations to net
cash used in operating activities: |
|
|
|
|
Net deferred tax expense |
|
|
197,068 |
|
Return of capital distributions |
|
|
89,987 |
|
Net realized losses |
|
|
29,266 |
|
Unrealized gains on investments, interest rate swap contracts and options written |
|
|
(585,977 |
) |
Accretion of bond discount, net |
|
|
(240 |
) |
Purchase of investments |
|
|
(552,147 |
) |
Proceeds from sale of investments |
|
|
332,219 |
|
Proceeds from sale of short-term investments, net |
|
|
21,328 |
|
Sale of option contracts, net |
|
|
5,636 |
|
Decrease in deposits with brokers |
|
|
1,762 |
|
Decrease in receivable for securities sold |
|
|
1,749 |
|
Increase in interest, dividend and distributions receivable |
|
|
(212 |
) |
Decrease in income tax receivable |
|
|
669 |
|
Decrease in deferred debt issuance costs and other, net |
|
|
805 |
|
Increase in payable for securities purchased |
|
|
5,499 |
|
Increase in investment management fee payable |
|
|
352 |
|
Decrease in accrued directors fees and expenses |
|
|
(8 |
) |
Increase in accrued expenses and other liabilities |
|
|
109 |
|
|
|
|
|
Net Cash Used in Operating Activities |
|
|
(116,927 |
) |
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES |
|
|
|
|
Issuance of shares of common stock, net of offering costs |
|
|
120,506 |
|
Proceeds from issuance of senior unsecured notes |
|
|
110,000 |
|
Redemption of senior unsecured notes |
|
|
(44,000 |
) |
Payment of debt issuance costs |
|
|
(986 |
) |
Cash distributions paid to preferred stockholders |
|
|
(539 |
) |
Cash distributions paid to common stockholders |
|
|
(68,054 |
) |
|
|
|
|
Net Cash Provided by Financing Activities |
|
|
116,927 |
|
|
|
|
|
NET CHANGE IN CASH |
|
|
|
|
CASH BEGINNING OF YEAR |
|
|
|
|
|
|
|
|
CASH END OF YEAR |
|
$ |
|
|
|
|
|
|
Supplemental disclosure of cash flow information:
Non-cash financing activities not included herein consist of reinvestment of distributions of
$21,532 pursuant to the Companys dividend reinvestment plan.
During the fiscal year ended November 30, 2009, the Company received federal and state income tax
refunds of $669 and interest paid was $18,733.
See accompanying notes to financial statements.
14
KAYNE ANDERSON MLP INVESTMENT COMPANY
FINANCIAL HIGHLIGHTS
(amounts in 000s, except share and per share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Period |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 28, |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004(1) through |
|
|
|
For the Fiscal Year Ended November 30, |
|
|
November 30, |
|
|
|
2009 |
|
|
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) |
|
|
(0.33 |
) |
|
|
(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 |
|
|
7.50 |
|
|
|
(12.56 |
) |
|
|
3.58 |
|
|
|
6.39 |
|
|
|
2.80 |
|
|
|
0.19 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total income from investment operations |
|
|
7.17 |
|
|
|
(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) |
|
|
(1.94 |
) |
|
|
(1.99 |
) |
|
|
(1.84 |
) |
|
|
(1.75 |
) |
|
|
(1.37 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total dividends and distributions Common
Stockholders |
|
|
(1.94 |
) |
|
|
(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 |
|
$ |
20.13 |
|
|
$ |
14.74 |
|
|
$ |
30.08 |
|
|
$ |
28.99 |
|
|
$ |
25.07 |
|
|
$ |
23.91 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Market value per share of common stock, end of period |
|
$ |
24.43 |
|
|
$ |
13.37 |
|
|
$ |
28.27 |
|
|
$ |
31.39 |
|
|
$ |
24.33 |
|
|
$ |
24.90 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total investment return based on common stock market
value(5) |
|
|
103.0 |
% |
|
|
(48.8 |
)% |
|
|
(4.4 |
)% |
|
|
37.9 |
% |
|
|
3.7 |
% |
|
|
(0.4 |
)% |
Supplemental Data and Ratios(7) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net assets applicable to common stockholders, end of
period |
|
$ |
1,038,277 |
|
|
$ |
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 |
|
|
0.4 |
|
|
|
0.3 |
|
|
|
0.2 |
|
|
|
0.2 |
|
|
|
0.3 |
|
|
|
0.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subtotal |
|
|
2.5 |
% |
|
|
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 |
|
Income tax expense/(benefit) |
|
|
25.4 |
|
|
|
(29.7 |
) |
|
|
3.5 |
|
|
|
13.8 |
|
|
|
6.4 |
|
|
|
3.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total expenses |
|
|
30.4 |
% |
|
|
(23.8 |
)% |
|
|
8.3 |
% |
|
|
18.9 |
% |
|
|
8.7 |
% |
|
|
4.7 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratio of net investment income/(loss) to average net
assets |
|
|
(2.0 |
)% |
|
|
(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 |
|
|
43.2 |
% |
|
|
(51.2 |
)% |
|
|
7.3 |
% |
|
|
21.7 |
% |
|
|
10.0 |
% |
|
|
0.9 |
% |
Portfolio turnover rate |
|
|
28.9 |
% |
|
|
6.7 |
% |
|
|
10.6 |
% |
|
|
10.0 |
% |
|
|
25.6 |
% |
|
|
11.8 |
% |
Average net assets |
|
$ |
774,999 |
|
|
$ |
1,143,192 |
|
|
$ |
1,302,425 |
|
|
$ |
986,908 |
|
|
$ |
870,672 |
|
|
$ |
729,280 |
|
Senior Notes outstanding, end of period |
|
$ |
370,000 |
|
|
$ |
304,000 |
|
|
$ |
505,000 |
|
|
$ |
320,000 |
|
|
$ |
260,000 |
|
|
|
|
|
Revolving credit facility outstanding, end of period |
|
|
|
|
|
|
|
|
|
$ |
97,000 |
|
|
$ |
17,000 |
|
|
|
|
|
|
|
|
|
See accompanying notes to financial statements.
15
KAYNE ANDERSON MLP INVESTMENT COMPANY
FINANCIAL HIGHLIGHTS
(amounts in 000s, except share and per share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Period |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 28, |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004(1) through |
|
|
|
For the Fiscal Year Ended November 30, |
|
|
November 30, |
|
|
|
2009 |
|
|
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(9) |
|
|
400.9 |
% |
|
|
338.9 |
% |
|
|
328.4 |
% |
|
|
449.7 |
% |
|
|
487.3 |
% |
|
|
|
|
Asset coverage of total leverage (Debt and Preferred
Stock)(10) |
|
|
333.3 |
% |
|
|
271.8 |
% |
|
|
292.0 |
% |
|
|
367.8 |
% |
|
|
378.2 |
% |
|
|
|
|
Average amount of borrowings outstanding per share
of common stock during the period(2) |
|
$ |
6.79 |
|
|
$ |
11.52 |
|
|
$ |
12.14 |
|
|
$ |
8.53 |
|
|
$ |
5.57 |
|
|
|
|
|
|
|
|
(1) |
|
Commencement of operations. |
|
(2) |
|
Based on average shares of common stock outstanding of 46,894,632; 43,671,666; 41,134,949;
37,638,314; 34,077,731 and 33,165,900 for fiscal years ended November 30, 2009 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 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 Period |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 28, |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004(1) through |
|
|
|
For the Fiscal Year Ended November 30, |
|
|
November 30, |
|
|
|
2009 |
|
|
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 |
|
Income tax expense/(benefit) |
|
|
15.8 |
|
|
|
(18.5 |
) |
|
|
2.2 |
|
|
|
8.9 |
|
|
|
5.0 |
|
|
|
3.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total expenses |
|
|
18.9 |
% |
|
|
(14.8 |
)% |
|
|
5.1 |
% |
|
|
12.2 |
% |
|
|
6.8 |
% |
|
|
4.4 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average total assets |
|
$ |
1,245,442 |
|
|
$ |
1,841,311 |
|
|
$ |
2,105,217 |
|
|
$ |
1,520,322 |
|
|
$ |
1,137,399 |
|
|
$ |
778,899 |
|
See accompanying notes to financial statements.
16
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 declare or make
any distribution on its common stock nor can it incur additional indebtedness if, at the time
of such declaration or incurrence, its 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 preferred stock divided by the aggregate
amount of senior notes, any other senior securities representing indebtedness and 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 less than 200%.
For purposes of this test, the revolving credit facility is considered a senior security
representing indebtedness. |
See accompanying notes to financial statements.
17
KAYNE ANDERSON MLP INVESTMENT COMPANY
NOTES TO FINANCIAL STATEMENTS
NOVEMBER 30, 2009
(amounts in 000s, except option contracts, share and per share amounts)
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. Subsequent Events As required by the Subsequent Events Topic of the FASB Accounting
Standards Codification, the Company has recognized 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 nonrecognized subsequent events that must be disclosed to
keep the financial statements from being misleading, the Company will 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, the Company will 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.
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. 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, 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. Energy debt 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 energy debt securities that are considered corporate bank loans,
the fair market value is determined by 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 energy debt securities at the quoted prices due to the lack of liquidity for these
securities.
18
KAYNE ANDERSON MLP INVESTMENT COMPANY
NOTES TO FINANCIAL STATEMENTS
NOVEMBER 30, 2009
(amounts in 000s, except option contracts, share and per share amounts)
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 (KAFA or the Adviser) investment professionals responsible
for the portfolio investments. |
|
|
|
Investment Team Valuation Documentation. Preliminary valuation conclusions are
documented and discussed with senior management of KAFA. 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, generally, on or about the
end of each month to consider new valuations presented by KAFA, if any, which were made
in accordance with the Valuation Procedures in such month. Between meetings of the
Valuation Committee, a senior officer of KAFA 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 KAFA, 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 KAFA 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, KAFA may determine an applicable discount in accordance with a
methodology approved by the Valuation Committee.
At November 30, 2009, the Company held 0.4% of its net assets applicable to common
stockholders (0.3% of total assets) in securities valued at fair value, as determined pursuant to
procedures adopted by the Board of Directors, with fair value of $4,080. 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 KAFA 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. KAFA 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.
19
KAYNE ANDERSON MLP INVESTMENT COMPANY
NOTES TO FINANCIAL STATEMENTS
NOVEMBER 30, 2009
(amounts in 000s, except option contracts, share and per share amounts)
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.
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 November 30, 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 fiscal year ended November 30, 2009, the Company estimated that 90% of the MLP
distributions received would be treated as a return of capital. The Company recorded as return of
capital the amount of $89,987 of dividends and distributions received from its investments.
Included in this amount is a decrease of $1,010 attributed to 2008 tax reporting information
received by the Company in fiscal 2009. The tax reporting information is used to adjust the
Companys prior year return of capital estimate. This resulted in an equivalent reduction in the
cost basis of the associated MLP investments. Net Realized Losses and Net Change in Unrealized
Gains in the accompanying Statement of Operations were decreased and increased by $34,905 and
$55,082, 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. 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. 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 fiscal year ended November 30, 2009, the Company recorded $955 in interest income
related to its investment in Clearwater Natural Resources, LP (Clearwater). During third quarter
2009, the Company established a full reserve of $779 which represented past due interest accrued
from January 1, 2009 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. See Note 15
Subsequent Events.
20
KAYNE ANDERSON MLP INVESTMENT COMPANY
NOTES TO FINANCIAL STATEMENTS
NOVEMBER 30, 2009
(amounts in 000s, except option contracts, share and per share amounts)
During the fiscal year ended November 30, 2009, the Company received $10,052 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.
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 basis 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 and capital 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 Income Tax Topic of the FASB Accounting Standards
Codification 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 and capital 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
November 30, 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.
21
KAYNE ANDERSON MLP INVESTMENT COMPANY
NOTES TO FINANCIAL STATEMENTS
NOVEMBER 30, 2009
(amounts in 000s, except option contracts, share and per share amounts)
M. Derivative Financial Instruments The Company may utilize derivative financial
instruments in its operations.
Interest rate swap contracts. 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 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 8 Derivative Financial
Instruments.
Option contracts. 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 purchase put
option contracts. If a purchased put option is exercised, the premium paid increases the cost basis
of the securities sold by the Company.
The Company may also write (sell) call options with the purpose of generating income or
reducing its ownership 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.
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 Derivative Financial Instruments.
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.
22
KAYNE ANDERSON MLP INVESTMENT COMPANY
NOTES TO FINANCIAL STATEMENTS
NOVEMBER 30, 2009
(amounts in 000s, except option contracts, share and per share amounts)
3. Fair Value
As required by the Fair Value Measurement and Disclosures of the FASB Accounting Standards
Codification, the Company has performed an analysis of all assets and liabilities measured at fair
value to determine the significance and character of all inputs to their fair value determination.
The fair value hierarchy 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. |
|
|
|
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 at November 30, 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 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity investments |
|
$ |
1,558,926 |
|
|
$ |
1,558,926 |
|
|
$ |
|
|
|
$ |
|
|
Equity debt investments |
|
|
30,973 |
|
|
|
|
|
|
|
26,893 |
|
|
|
4,080 |
|
Option contracts purchased |
|
|
14 |
|
|
|
|
|
|
|
14 |
|
|
|
|
|
Repurchase agreement |
|
|
6,340 |
|
|
|
|
|
|
|
6,340 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets at fair value |
|
$ |
1,596,253 |
|
|
$ |
1,558,926 |
|
|
$ |
33,247 |
|
|
$ |
4,080 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities at Fair Value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized depreciation on
interest rate swaps |
|
$ |
205 |
|
|
|
|
|
|
$ |
205 |
|
|
|
|
|
Option contracts written |
|
|
1,391 |
|
|
|
|
|
|
|
1,391 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities at fair value |
|
$ |
1,596 |
|
|
|
|
|
|
$ |
1,596 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(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. |
23
KAYNE ANDERSON MLP INVESTMENT COMPANY
NOTES TO FINANCIAL STATEMENTS
NOVEMBER 30, 2009
(amounts in 000s, except option contracts, share and per share amounts)
The following table presents the Companys assets measured at fair value on a recurring basis
using significant unobservable inputs (Level 3) for the period ended November 30, 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 |
|
|
(28,907 |
) |
Purchases, issuances or settlements |
|
|
|
|
|
|
|
|
Balance November 30, 2009 |
|
$ |
4,080 |
|
|
|
|
|
The $28,907 of unrealized losses presented in the table above relate to investments that are
still held at November 30, 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, 2009 and at November 30, 2008.
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. Investment Management Agreement The Company has entered into an investment management
agreement with KAFA 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 Adviser for a period of one
year. The agreement may be renewed annually upon approval of the Companys Board of Directors.
For the fiscal year ended November 30, 2009, the Company paid management fees at an annual
rate of 1.375% of average total assets.
24
KAYNE ANDERSON MLP INVESTMENT COMPANY
NOTES TO FINANCIAL STATEMENTS
NOVEMBER 30, 2009
(amounts in 000s, except option contracts, share and per share amounts)
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 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, including, a deferred tax liability). 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.
B. 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 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 November 30, 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 November 30, 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 continued operations as a debtor-in-possession during fiscal 2009. On
January 12, 2010, Clearwater closed on the sale of substantially all of its reserves and operating
assets. See Note 15 Subsequent Events for more detail.
Plains All American, L.P. Robert V. Sinnott is a senior executive of Kayne Anderson Capital
Advisors, L.P. (KACALP), the managing member of 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.
25
KAYNE ANDERSON MLP INVESTMENT COMPANY
NOTES TO FINANCIAL STATEMENTS
NOVEMBER 30, 2009
(amounts in 000s, except option contracts, share and per share amounts)
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 November
30, 2009 are as follows:
|
|
|
|
|
Deferred tax assets: |
|
|
|
|
Net operating loss carryforwards |
|
$ |
56,994 |
|
Capital loss carryforwards |
|
|
50,650 |
|
Other |
|
|
105 |
|
Deferred tax liabilities: |
|
|
|
|
Net unrealized gains on investment securities, interest rate
swap contracts and option contracts |
|
|
(198,307 |
) |
Basis reductions resulting from estimated return of capital |
|
|
(7,163 |
) |
|
|
|
|
Total net deferred tax liability |
|
$ |
(97,721 |
) |
|
|
|
|
At November 30, 2009, the Company had federal net operating loss carryforwards of $155,312
(deferred tax asset of $52,622). 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; $26,118 and $22,818 of the net
operating loss carryforward will expire in 2026, 2027, 2028 and 2029, respectively. As of November
30, 2009, the Company had a capital loss carryforward of approximately $137,076. If not utilized,
$50,267 and $86,809 of capital loss carry forwards will expire in 2013 and 2014, respectively. 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 $142,078 that represent
a deferred tax asset of $4,372. These state net operating losses begin to expire in 2011 through
2029.
Although the Company currently has a net deferred tax liability, it periodically reviews the
recoverability of its deferred tax assets based on the weight of available evidence. When assessing
the recoverability of its deferred tax assets, significant weight was given to the effects of
potential future realized and unrealized gains on investments and the period over which these
deferred tax assets can be realized, as the expiration dates for the federal capital and operating
loss carryforwards range from five to nineteen years.
Based on the Companys assessment, it has determined that it is more likely than not that its
deferred tax assets will be realized through future taxable income of the appropriate character.
Accordingly, no valuation allowance has been established for the Companys deferred tax assets.
The Company will continue to assess the need for a valuation allowance in the future.
Unexpected significant decreases in cash distributions from the Companys MLP holdings or
significant declines in the fair value of its portfolio of investments may change the Companys
assessment regarding the recoverability of its deferred tax assets and may result in a valuation
allowance. If a valuation allowance is required to reduce any 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.
26
KAYNE ANDERSON MLP INVESTMENT COMPANY
NOTES TO FINANCIAL STATEMENTS
NOVEMBER 30, 2009
(amounts in 000s, except option contracts, share and per share amounts)
Total income taxes were different from the amount computed by applying the federal
statutory income tax rate of 35% to the net investment loss and realized and unrealized gains
(losses) on investments and interest rate swap contracts before taxes for the fiscal year ended
November 30, 2009, as follows:
|
|
|
|
|
Computed expected federal income tax |
|
$ |
186,296 |
|
State income tax, net of federal tax expense |
|
|
10,903 |
|
Other |
|
|
(131 |
) |
|
|
|
|
Total income tax expense |
|
$ |
197,068 |
|
|
|
|
|
At November 30, 2009, the cost basis of investments for federal income tax purposes was
$1,055,790 and the net cash received on option contracts written was $584. The cost basis of
investments includes a $184,424 reduction in basis attributable to the Companys portion of the
allocated losses from its MLP investments. At November 30, 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) |
|
$ |
624,986 |
|
Gross unrealized depreciation of investments (including options) |
|
|
(85,331 |
) |
|
|
|
|
Net unrealized appreciation before tax and interest rate swap contracts |
|
|
539,655 |
|
Net unrealized depreciation on interest rate swap contracts |
|
|
(205 |
) |
|
|
|
|
Net unrealized appreciation before tax |
|
|
539,450 |
|
|
|
|
|
Net unrealized appreciation after tax |
|
$ |
339,854 |
|
|
|
|
|
7. Restricted Securities
From time to time, certain of the Companys investments may be restricted as to resale. For
instance, private investments that are not registered under the Securities Act of 1933, as amended,
cannot 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.
At November 30, 2009, the Company held the following restricted investments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Units, |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Value per |
|
|
|
|
|
|
Percent |
|
|
|
|
|
Type of |
|
|
Principal ($) |
|
|
Acquisition |
|
|
Cost |
|
|
Fair |
|
|
Unit/ |
|
|
Percent of |
|
|
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) |
|
|
13,690 |
|
|
$ |
4,080 |
|
|
|
n/a |
|
|
|
0.4 |
% |
|
|
0.3 |
% |
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) |
|
$ |
87,633 |
|
|
$ |
4,080 |
|
|
|
|
|
|
|
0.4 |
% |
|
|
0.3 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Atlas Energy Resources, LLC |
|
Senior Notes |
|
|
|
(5) |
|
$ |
8,747 |
|
|
|
|
(6) |
|
$ |
7,152 |
|
|
$ |
9,512 |
|
|
|
n/a |
|
|
|
0.9 |
% |
|
|
0.6 |
% |
Regency Energy
Partners LP |
|
Senior Notes |
|
|
|
(5) |
|
$ |
3,000 |
|
|
|
|
(6) |
|
|
3,016 |
|
|
|
3,172 |
|
|
|
n/a |
|
|
|
0.3 |
|
|
|
0.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total of securities valued by prices provided by market maker or independent pricing services |
|
$ |
10,168 |
|
|
$ |
12,684 |
|
|
|
|
|
|
|
1.2 |
% |
|
|
0.8 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total of all restricted securities |
|
|
|
|
|
$ |
97,801 |
|
|
$ |
16,764 |
|
|
|
|
|
|
|
1.6 |
% |
|
|
1.1 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
27
KAYNE ANDERSON MLP INVESTMENT COMPANY
NOTES TO FINANCIAL STATEMENTS
NOVEMBER 30, 2009
(amounts in 000s, except option contracts, share and per share amounts)
|
|
|
(1) |
|
On January 7, 2009, Clearwater Natural Resources, LP (Clearwater) filed a voluntary
petition under Chapter 11 of the U.S. Bankruptcy Code. Clearwater continued operations as a
debtor-in-possession during
fiscal 2009. On January 12, 2010, Clearwater closed on the sale of substantially all of its
reserves and operating assets. See Note 15 Subsequent Events for more detail. |
|
(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 are classified as a Level 3. 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 are classified as a
Level 2. 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 fiscal year ended November 30, 2009. |
8. Derivative Financial Instruments
Option Contracts Transactions in option contracts for the fiscal year ended
November 30, 2009 were as follows:
|
|
|
|
|
|
|
|
|
|
|
Number of |
|
|
|
|
|
|
Contracts |
|
|
Premium |
|
Put Options Purchased |
|
|
|
|
|
|
|
|
Options outstanding at beginning of period |
|
|
|
|
|
$ |
|
|
Options purchased |
|
|
1,386 |
|
|
|
89 |
|
Options exercised |
|
|
|
|
|
|
|
|
Options expired |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options outstanding at end of period |
|
|
1,386 |
|
|
$ |
89 |
|
|
|
|
|
|
|
|
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 |
|
|
28,929 |
|
|
|
3,258 |
|
Options written and subsequently repurchased |
|
|
(3,986 |
) |
|
|
(404 |
) |
Options exercised |
|
|
(14,535 |
) |
|
|
(1,940 |
) |
Options expired |
|
|
(4,208 |
) |
|
|
(431 |
) |
|
|
|
|
|
|
|
Options outstanding at end of period |
|
|
7,000 |
|
|
$ |
584 |
|
|
|
|
|
|
|
|
28
KAYNE ANDERSON MLP INVESTMENT COMPANY
NOTES TO FINANCIAL STATEMENTS
NOVEMBER 30, 2009
(amounts in 000s, except option contracts, share and per share amounts)
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 future 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 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. On November 23, 2009, the Company
terminated $194,000 aggregate notional amount of interest rate swap contracts with a weighted
average fixed interest rate of 1.341% for $2,130.
As of November 30, 2009, the Company had entered into an interest rate swap contract with UBS
AG as summarized below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed Rate |
|
|
Net Unrealized |
|
|
|
Notional |
|
|
Paid by the |
|
|
Appreciation/ |
|
Termination Date |
|
Amount |
|
|
Company |
|
|
(Depreciation) |
|
11/25/2011 |
|
$ |
125,000 |
|
|
|
0.99 |
% |
|
$ |
(205 |
) |
For the interest rate swap contract, the Company receives a floating rate, based on
one-month LIBOR.
As required by the Derivatives and Hedging Topic of the FASB Accounting Standards Codification
below are the derivative instruments and hedging activities of the Company. See Note 2
Significant Accounting Policies.
The following table sets forth the fair value of the Companys derivative instruments on the
Statement of Assets and Liabilities.
|
|
|
|
|
|
|
Derivatives Not Accounted for as Hedging |
|
|
|
Fair Value as of |
|
Instruments |
|
Statement of Assets and Liabilities Location |
|
November 30, 2009 |
|
Assets |
|
|
|
|
|
|
Put options |
|
Put option contracts purchased |
|
$ |
14 |
|
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
|
Call options |
|
Call option contracts written |
|
$ |
(1,391 |
) |
Interest rate swap contracts |
|
Unrealized depreciation on interest rate swap contracts |
|
|
(205 |
) |
|
|
|
|
|
|
|
|
|
|
$ |
(1,596 |
) |
|
|
|
|
|
|
The following tables set forth the effect of derivative instruments on the Statement of
Operations.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Fiscal Year Ended |
|
|
|
|
|
November 30, 2009 |
|
|
|
|
|
|
|
|
|
Change in |
|
|
|
|
|
Net Realized |
|
|
Unrealized Gains/ |
|
|
|
|
|
Losses on |
|
|
(Losses) on |
|
|
|
|
|
Derivatives |
|
|
Derivatives |
|
Derivatives Not Accounted For as |
|
Location of Gains/(Losses) |
|
Recognized in |
|
|
Recognized in |
|
Hedging Instruments |
|
on Derivatives Recognized in Income |
|
Income |
|
|
Income |
|
Put options |
|
Options |
|
$ |
|
|
|
$ |
(76 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Call options |
|
Options |
|
|
(1,815 |
) |
|
|
(206 |
) |
Interest rate swap contracts |
|
Interest rate swap contracts |
|
|
(16,736 |
) |
|
|
8,672 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
(18,551 |
) |
|
$ |
8,466 |
|
|
|
|
|
|
|
|
|
|
29
KAYNE ANDERSON MLP INVESTMENT COMPANY
NOTES TO FINANCIAL STATEMENTS
NOVEMBER 30, 2009
(amounts in 000s, except option contracts, share and per share amounts)
9. Investment Transactions
For the fiscal year ended November 30, 2009, the Company purchased and sold securities in the
amounts of $552,147 and $332,219 (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. The
interest rate may vary between LIBOR plus 2.25% and LIBOR plus 3.50% depending on asset coverage
ratios. 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 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 fiscal year ended November 30, 2009, the average amount outstanding under the
Companys credit facilities was $9,651 with a weighted average interest rate of 3.28%. As of
November 30, 2009, the Company had no outstanding borrowings under the Credit Facility.
11. Senior Unsecured Notes
At November 30, 2009, the Company had $370,000, aggregate principal amount, of senior
unsecured fixed and floating rate notes (the Senior Unsecured Notes) outstanding.
On November 4, 2009, the Company completed a private placement of $110 million, aggregate
principal amount, senior unsecured fixed and floating rate notes. Net proceeds from the private
placement were used to repay $20 million of Series H Senior Unsecured Notes, $24 million of Series
J Senior Unsecured Notes, and $64 million borrowed under the credit facility.
The table below sets forth the key terms of each series of the Senior Unsecured Notes.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Principal |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
November 30, |
|
|
Principal |
|
|
Principal |
|
|
Principal |
|
|
|
|
|
|
|
Series |
|
2008 |
|
|
Redeemed |
|
|
Issued |
|
|
Outstanding |
|
|
Interest Rate |
|
|
Maturity |
|
G |
|
$ |
75,000 |
|
|
|
|
|
|
|
|
|
|
$ |
75,000 |
|
|
|
5.645 |
% |
|
|
6/19/2011 |
|
H |
|
|
20,000 |
|
|
$ |
20,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
I |
|
|
60,000 |
|
|
|
|
|
|
|
|
|
|
|
60,000 |
|
|
|
5.847 |
% |
|
|
6/19/2012 |
|
J |
|
|
24,000 |
|
|
|
24,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
K |
|
|
125,000 |
|
|
|
|
|
|
|
|
|
|
|
125,000 |
|
|
|
5.991 |
% |
|
|
6/19/2013 |
|
M |
|
|
|
|
|
|
|
|
|
$ |
60,000 |
|
|
|
60,000 |
|
|
|
4.560 |
% |
|
|
11/04/2014 |
|
N |
|
|
|
|
|
|
|
|
|
|
50,000 |
|
|
|
50,000 |
|
|
3-month LIBOR + 185 bps |
|
|
11/04/2014 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
304,000 |
|
|
$ |
44,000 |
|
|
$ |
110,000 |
|
|
$ |
370,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Holders of the fixed rate Senior Unsecured Notes (Series G, Series I, Series K and
Series M) 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 N) 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 1.85%.
30
KAYNE ANDERSON MLP INVESTMENT COMPANY
NOTES TO FINANCIAL STATEMENTS
NOVEMBER 30, 2009
(amounts in 000s, except option contracts, share and per share amounts)
During the period, the average principal balance outstanding was $308,882 with a weighted
average interest rate of 5.47%.
The Senior Unsecured Notes were issued in private placement offerings to institutional
investors and are not listed on any exchange or automated quotation system. The Senior Unsecured
Notes contain various covenants related to other indebtedness, liens and limits on the Companys
overall leverage. 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 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 agency guidelines in a timely manner.
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 November 30, 2009, the Company was in compliance with all covenants under the Senior
Unsecured Notes agreements.
12. Preferred Stock
At November 30, 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 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. If the credit rating of the Companys
ARP Shares by Moodys or Fitch is downgraded below Aa3 or AA-, respectively, the maximum rate will
increase. Such increase will be based on the resulting credit rating for the Companys ARP Shares,
but the maximum rate is applied at 300%. The dividend rate as of November 30, 2009 was 0.43%. The
weighted average dividend rate for the fiscal year ended November 30, 2009 was 0.70%. 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.
31
KAYNE ANDERSON MLP INVESTMENT COMPANY
NOTES TO FINANCIAL STATEMENTS
NOVEMBER 30, 2009
(amounts in 000s, except option contracts, share and per share amounts)
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. See Note
15 Subsequent Events.
13. Common Stock
The Company has 199,990,000 shares of common stock authorized and 51,579,541 shares
outstanding at November 30, 2009. As of that date, KACALP owned 4,000 shares. Transactions in
common shares for the fiscal year ended November 30, 2009 were as follows:
|
|
|
|
|
Shares outstanding at November 30, 2008 |
|
|
44,176,186 |
|
Shares issued through reinvestment of distributions |
|
|
1,179,655 |
|
Shares issued in connection with offerings of common stock (1) |
|
|
6,223,700 |
|
|
|
|
|
Shares outstanding at November 30, 2009 |
|
|
51,579,541 |
|
|
|
|
|
|
|
|
(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. |
14. 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.
15. Subsequent Events
We have evaluated subsequent events through January 29, 2010, the date the Companys financial
statements were issued.
On December 14, 2009, an investment advisory firm claiming to represent owners of 31.5% of the
Companys outstanding ARP Shares filed a Schedule 13D, or a Beneficial Ownership Report, with the
SEC, disclosing its intention to nominate a candidate for election by the ARP Shares to our Board
of Directors at the next annual meeting of stockholders. That nomination was formally made in the
letter to our Secretary, also dated December 14, 2009. The Nominating Committee of our Board of
Directors has not yet made a recommendation with respect to such nominee. Based on that letter and
prior communications with officers of the Company, the aforementioned firm may seek to influence
the timing and terms of our repurchase of the ARP Shares. In such 13D filing, that firm disclosed
that it purchased a portion of such ARP Shares in private transactions at a discount to the
liquidation preference after the auctions related to the ARP Shares began to fail in February 2008.
On December 15, 2009, the Company declared its quarterly distribution of $0.48 per common
share for the period September 1, 2009 through November 30, 2009 for a total of $24,758. The
distribution was paid on January 15, 2010 to shareholders of record on January 6, 2010. Of this
total, pursuant to the Companys dividend reinvestment plan, $5,584 was reinvested into the Company
through the issuance of 247,503 shares of common stock.
32
KAYNE ANDERSON MLP INVESTMENT COMPANY
NOTES TO FINANCIAL STATEMENTS
NOVEMBER 30, 2009
(amounts in 000s, except option contracts, share and per share amounts)
On December 16, 2009, we announced that our Board of Directors is actively exploring
refinancing alternatives for the ARP Shares. We and our Board of Directors have been in discussions
with our underwriters, as well as with certain large preferred shareholders, to develop a solution
that balances the interests of both common and preferred shareholders. We continue to explore
alternatives for the repurchase or redemption of the ARP Shares. It is our goal to repurchase or
redeem the ARP Shares during 2010. However, such repurchase or redemption will be dependent upon
many factors, including accessing new preferred equity on acceptable terms. There can be no
assurance as to whether or when such repurchase or redemption will occur.
On January 12, 2010, Clearwater closed on the sale of substantially all of its reserves and
operating assets to International Resource Partners, L.P. As part of the reorganization plan
approved by the Bankruptcy Court, the Company will receive consideration for its unsecured term
loan. Such consideration will be in the form of cash and a royalty interest in the reserves sold.
The Company will not receive any consideration for its equity investment in Clearwater or CNR GP
Holdco, LLC.
On January 20, 2010 the Company issued 6,291,600 shares of common stock in a public offering.
Net proceeds from the offering, of approximately $142,431 used to make new additional portfolio
investments in accordance with the Companys investment objective and policies, and for general
corporate purposes.
33
KAYNE ANDERSON MLP INVESTMENT COMPANY
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of
Kayne Anderson MLP Investment Company:
In our opinion, the accompanying statement of assets and liabilities, including the schedule
of investments, and the related statements of operations, of changes in net assets applicable to
common stockholders and of cash flows and the financial highlights present fairly, in all material
respects, the financial position of Kayne Anderson MLP Investment Company (the Company) at
November 30, 2009, and the results of its operations and cash flows for the year then ended, the
changes in its net assets applicable to common stockholders for each of the two years in the period
then ended and the financial highlights for each of the periods presented, in conformity with
accounting principles generally accepted in the United States of America. These financial
statements and financial highlights (hereafter referred to as financial statements) are the
responsibility of the Companys management. Our responsibility is to express an opinion on these
financial statements based on our audits. We conducted our audits of these financial statements in
accordance with the standards of the Public Company Accounting Oversight Board (United States).
Those standards require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit includes examining, on
a test basis, evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our audits, which included
confirmation of securities at November 30, 2009 by correspondence with the custodian and brokers,
provide a reasonable basis for our opinion.
PRICEWATERHOUSECOOPERS LLP
Los Angeles, California
January 29, 2010
34
KAYNE ANDERSON MLP INVESTMENT COMPANY
PRIVACY POLICY NOTICE
(UNAUDITED)
Kayne Anderson MLP Investment Company (the Company) considers privacy to be
fundamental to its relationship with its stockholders. The Company is committed to maintaining the
confidentiality, integrity and security of the non-public personal information of its stockholders
and potential investors. Accordingly, the Company has developed internal policies to protect
confidentiality while allowing stockholders needs to be met. This notice applies to former as well
as current stockholders and potential investors who provide the Company with nonpublic personal
information.
The Company may collect several types of nonpublic personal information about stockholders or
potential investors, including:
|
|
|
Information from forms that you may fill out and send to the Company or one of its
affiliates or service providers in connection with an investment in the Company (such as
name, address, and social security number); |
|
|
|
|
Information you may give orally to the Company or one of its affiliates or service
providers; |
|
|
|
|
Information about your transactions with the Company, its affiliates, or other third
parties, such as the amount stockholders have invested in the Company; |
|
|
|
|
Information about any bank account stockholders or potential investors may use for
transfers between a bank account and an account that holds or is expected to hold shares of
its stock; and |
|
|
|
|
Information collected through an Internet cookie (an information collecting device
from a web server based on your use of a web site). |
The Company may disclose all of the information it collects, as described above, to certain
nonaffiliated third parties such as attorneys, accountants, auditors and persons or entities that
are assessing its compliance with industry standards. Such third parties are required to uphold and
maintain its privacy policy when handling your nonpublic personal information.
The Company may disclose information about stockholders or potential investors at their
request. The Company will not sell or disclose your nonpublic personal information to anyone except
as disclosed above or as otherwise permitted or required by law.
Within the Company and its affiliates, access to information about stockholders and potential
investors is restricted to those personnel who need to know the information to service stockholder
accounts. The personnel of the Company and its affiliates have been instructed to follow its
procedures to protect the privacy of your information.
The Company reserves the right to change this privacy notice in the future. Except as
described in this privacy notice, the Company will not use your personal information for any other
purpose unless it informs you how such information will be used at the time you disclose it or the
Company obtains your permission to do so.
35
KAYNE ANDERSON MLP INVESTMENT COMPANY
DIVIDEND REINVESTMENT PLAN
(UNAUDITED)
Kayne Anderson MLP Investment Company, a Maryland corporation (the Company), hereby
adopts the following plan (the Plan) with respect to distributions declared by its Board of
Directors (the Board) on shares of its Common Stock:
1. Unless a stockholder specifically elects to receive cash as set forth below, all
distributions hereafter declared by the Board shall be payable in shares of the Common Stock of the
Company, and no action shall be required on such stockholders part to receive a distribution in
stock.
2. Such distributions shall be payable on such date or dates as may be fixed from time to time
by the Board to stockholders of record at the close of business on the record date(s) established
by the Board for the distribution involved.
3. The Company may use newly-issued shares of its Common Stock or purchase shares in the open
market in connection with the implementation of the plan. The number of shares to be issued to a
stockholder shall be based on share price equal to 95% of the closing price of the Companys Common
Stock one day prior to the dividend payment date.
4. The Board may, in its sole discretion, instruct the Company to purchase shares of its
Common Stock in the open market in connection with the implementation of the Plan as follows: If
the Companys Common Stock is trading below net asset value at the time of valuation, upon notice
from the Company, the Plan Administrator (as defined below) will receive the dividend or
distribution in cash and will purchase Common Stock in the open market, on the New York Stock
Exchange or elsewhere, for the Participants accounts, except that the Plan Administrator will
endeavor to terminate purchases in the open market and cause the Company to issue the remaining
shares if, following the commencement of the purchases, the market value of the shares, including
brokerage commissions, exceeds the net asset value at the time of valuation. These remaining shares
will be issued by the Company at a price equal to the greater of (i) the net asset value at the
time of valuation or (ii) 95% of the then current market price.
5. In a case where the Plan Administrator has terminated open market purchases and caused the
issuance of remaining shares by the Company, the number of shares received by the participant in
respect of the cash dividend or distribution will be based on the weighted average of prices paid
for shares purchased in the open market, including brokerage commissions, and the price at which
the Company issues the remaining shares. To the extent that the Plan Administrator is unable to
terminate purchases in the open market before the Plan Administrator has completed its purchases,
or remaining shares cannot be issued by the Company because the Company declared a dividend or
distribution payable only in cash, and the market price exceeds the net asset value of the shares,
the average share purchase price paid by the Plan Administrator may exceed the net asset value of
the shares, resulting in the acquisition of fewer shares than if the dividend or distribution had
been paid in shares issued by the Company.
6. A stockholder may, however, elect to receive his or its distributions in cash. To exercise
this option, such stockholder shall notify American Stock Transfer & Trust Company, the plan
administrator and the Companys transfer agent and registrar (collectively the Plan
Administrator), in writing so that such notice is received by the Plan Administrator no later than
the record date fixed by the Board for the distribution involved.
7. The Plan Administrator will set up an account for shares acquired pursuant to the Plan for
each stockholder who has not so elected to receive dividends and distributions in cash (each, a
Participant). The Plan Administrator may hold each Participants shares, together with the shares
of other Participants, in non-certificated form in the Plan Administrators name or that of its
nominee. Upon request by a Participant, received no later than three (3) days prior to the payable
date, the Plan Administrator will, instead of crediting shares to and/or carrying shares in a
Participants account, issue, without charge to the Participant, a certificate registered in the
Participants name for the number of whole shares payable to the Participant and a check for any
fractional share less a broker commission on the sale of such fractional shares. If a request to
terminate a Participants participation in the Plan is received less than three (3) days before the
payable date, dividends and distributions for that payable date will be reinvested. However,
subsequent dividends and distributions will be paid to the Participant in cash.
The Plan Administrator will confirm to each Participant each acquisition made pursuant to the Plan
as soon as practicable but not later than ten (10) business days after the date thereof. Although
each Participant may from time to time have an undivided fractional interest (computed to three
decimal places) in a share of Common Stock of the Company, no certificates for a fractional share
will be issued. However, dividends and distributions on fractional shares will be credited to each
Participants account. In the event of termination of a Participants account under the Plan, the
Plan Administrator will adjust for any such undivided fractional interest in cash at the market
value of the Companys shares at the time of termination.
36
KAYNE ANDERSON MLP INVESTMENT COMPANY
DIVIDEND REINVESTMENT PLAN
(UNAUDITED)
8. The Plan Administrator will forward to each Participant any Company related proxy
solicitation materials and each Company report or other communication to stockholders, and will
vote any shares held by it under the Plan in accordance with the instructions set forth on proxies
returned by Participants to the Company.
9. In the event that the Company makes available to its stockholders rights to purchase
additional shares or other securities, the shares held by the Plan Administrator for each
Participant under the Plan will be added to any other shares held by the Participant in
certificated form in calculating the number of rights to be issued to the Participant.
10. The Plan Administrators service fee, if any, and expenses for administering the Plan will
be paid for by the Company.
11. Each Participant may terminate his or its account under the Plan by so notifying the Plan
Administrator via the Plan Administrators website at www.amstock.com, by filling out the
transaction request form located at the bottom of the Participants Statement and sending it to
American Stock Transfer and Trust Company, P.O. Box 922, Wall Street Station, New York, NY
10269-0560 or by calling the Plan Administrator at (888) 888-0317. Such termination will be
effective immediately. The Plan may be terminated by the Company upon notice in writing mailed to
each Participant at least 30 days prior to any record date for the payment of any dividend or
distribution by the Company. Upon any termination, the Plan Administrator will cause a certificate
or certificates to be issued for the full shares held for the Participant under the Plan and a cash
adjustment for any fractional share to be delivered to the Participant without charge to the
Participant. If a Participant elects by his or its written notice to the Plan Administrator in
advance of termination to have the Plan Administrator sell part or all of his or its shares and
remit the proceeds to the Participant, the Plan Administrator is authorized to deduct a $15.00
transaction fee plus a $0.10 per share brokerage commission from the proceeds.
12. These terms and conditions may be amended or supplemented by the Company at any time but,
except when necessary or appropriate to comply with applicable law or the rules or policies of the
Securities and Exchange Commission or any other regulatory authority, only by mailing to each
Participant appropriate written notice at least 30 days prior to the effective date thereof. The
amendment or supplement shall be deemed to be accepted by each Participant unless, prior to the
effective date thereof, the Plan Administrator receives written notice of the termination of his or
its account under the Plan. Any such amendment may include an appointment by the Plan Administrator
in its place and stead of a successor agent under these terms and conditions, with full power and
authority to perform all or any of the acts to be performed by the Plan Administrator under these
terms and conditions. Upon any such appointment of any agent for the purpose of receiving dividends
and distributions, the Company will be authorized to pay to such successor agent, for each
Participants account, all dividends and distributions payable on shares of the Company held in the
Participants name or under the Plan for retention or application by such successor agent as
provided in these terms and conditions.
13. The Plan Administrator will at all times act in good faith and use its best efforts within
reasonable limits to ensure its full and timely performance of all services to be performed by it
under this Plan and to comply with applicable law, but assumes no responsibility and shall not be
liable for loss or damage due to errors unless such error is caused by the Plan Administrators
negligence, bad faith, or willful misconduct or that of its employees or agents.
14. These terms and conditions shall be governed by the laws of the State of Maryland.
Adopted: September 27, 2004
Amended: December 13, 2005
Amended: March 12, 2009
37
KAYNE ANDERSON MLP INVESTMENT COMPANY
INVESTMENT MANAGEMENT AGREEMENT APPROVAL DISCLOSURE
(UNAUDITED)
The Companys Board of Directors has approved the continuation of the Companys Investment
Management Agreement (the Agreement) with KA Fund Advisors, LLC (the Adviser) for an additional
one-year term.
During the course of each year and in connection with its consideration of the Agreement,
the Board of Directors received various written materials from the Adviser, including
(i) information on the advisory personnel of the Adviser; (ii) information on the internal
compliance procedures of the Adviser; (iii) comparative information showing how the Companys
proposed fee schedule compares to other registered investment companies that follow investment
strategies similar to those of the Company; (iv) information regarding brokerage and portfolio
transactions; (v) comparative information showing how the Companys performance compares to other
registered investment companies that follow investment strategies similar to those of the Company;
and (vi) information on any legal proceedings or regulatory audits or investigations affecting the
Adviser.
After receiving and reviewing these materials, the Board of Directors, at an in-person
meeting called for such purpose, discussed the terms of the Agreement. Representatives from the
Adviser attended the meeting and presented additional oral and written information to the Board of
Directors to assist in its considerations. The Adviser also discussed its expected profitability
from its relationship with the Company under the Agreement. The Directors who are not parties to
the Agreement or interested persons (as defined in the 1940 Act) of any such party (the
Independent Directors) also met in executive session to further discuss the terms of the
Agreement and the information provided by the Adviser.
The Independent Directors reviewed various factors, detailed information provided by the
Adviser at the meeting and at other times throughout the year, and other relevant information and
factors including the following, no single factor of which was dispositive in their decision
whether to approve the Agreement:
The nature, extent, and quality of the services to be provided by the Adviser
The Independent Directors considered the scope and quality of services that have been
provided by the Adviser under the Agreement. The Independent Directors considered the quality of
the investment research capabilities of the Adviser and the other resources the Adviser has
dedicated to performing services for the Company. The quality of other services, including the
Advisers assistance in the coordination of the activities of some of the Companys other service
providers, also was considered. The Independent Directors also considered the nature and quality of
the services provided by the Adviser to the Company in light of their experience as Directors of
the Company and another investment company managed by the Adviser, their confidence in the
Advisers integrity and competence gained from that experience and the Advisers responsiveness to
questions or concerns raised by them in the past. The Independent Directors concluded that the
Adviser has the quality and depth of personnel and investment methods essential to performing its
duties under the Agreement and that the nature and the proposed cost of such advisory services are
fair and reasonable in light of the services provided.
The Companys performance under the management of the Adviser
The Independent Directors reviewed information pertaining to the performance of the
Company. This data compared the Companys performance to the performance of certain other
registered investment companies that follow investment strategies similar to those of the Company.
The comparative information showed that the performance of the Company compares favorably to other
similar funds. The Independent Directors also considered the fact that the Company has historically
outperformed the benchmark provided under the Agreement for a majority of the relevant periods.
Based upon their review, the Independent Directors concluded that the Companys investment
performance over time has been consistently above average compared to other closed-end funds that
focus on investments in energy-related master limited partnerships. The Independent Directors noted
that in addition to the information received for this meeting, the Independent Directors also
receive detailed performance information for the Company at each regular Board of Directors meeting
during the year. The Independent Directors considered the investment performance of another
investment company managed by the Adviser but did not consider the performance of other accounts of
the Adviser as there were no accounts similar enough to be relevant.
38
KAYNE ANDERSON MLP INVESTMENT COMPANY
INVESTMENT MANAGEMENT AGREEMENT APPROVAL DISCLOSURE
(UNAUDITED)
The costs of the services to be provided by the Adviser and the profits to be realized by the
Adviser and its affiliates from the relationship with the Company
The Independent Directors considered the profitability of the services provided by the
Adviser, recognizing that it is difficult to make comparisons of profitability from investment
advisory contracts. The Independent Directors considered that the Advisers relationship with the
Company is one of its significant sources of revenue. The Independent Directors considered certain
benefits the Adviser realizes due to its relationship with the Company. In particular, they noted
that the Adviser has soft dollar arrangements under which certain brokers may provide industry
research to the Advisers portfolio managers through the use of a portion of the brokerage
commissions generated from the Advisers trading activities on behalf of the Company. The
Independent Directors acknowledged that the Companys stockholders also benefit from these soft
dollar arrangements because the Adviser is able to receive this research, which is used in the
management of the Companys portfolio, by aggregating securities trades.
The Independent Directors also considered the Companys management fee under the
Agreement in comparison to the management fees of funds within the Companys peer group and
believed such comparisons to be acceptable to the Company. Based on those comparisons, the
Independent Directors concluded that the management fee remains reasonable.
The extent to which economies of scale would be realized as the Company grows and whether fee
levels reflect these economies of scale for the benefit of stockholders
The Independent Directors also considered possible economies of scale that the Adviser
could achieve in its management of the Company. They considered the anticipated asset levels of the
Company, the information provided by the Adviser relating to its estimated costs, and information
comparing the fee rate to be charged by the Adviser with fee rates charged by other unaffiliated
investment advisers to their investment company clients. The Independent Directors also considered
the Advisers commitment to retaining its current professional staff in a competitive environment
for investment professionals. The Independent Directors concluded that the fee structure was
reasonable in view of the information provided by the Adviser. The Independent Directors also noted
that the fee structure currently does not provide for a sharing of any economies of scale that
might be experienced from substantial future growth of the Company.
Based on the review of the Board of Directors of the Company, including their
consideration of each of the factors discussed above and the materials requested from and provided
by the Adviser, the Board concluded, in agreement with the recommendation of the Independent
Directors, that the Company and its stockholders received reasonable value in return for the
advisory fees and other amounts paid to the Adviser by the Company under the Agreement, that
stockholders could expect to receive reasonable value in return for the advisory fees and other
amounts proposed to be paid to the Adviser by the Company under the Agreement and that approval of
the continuation of the Agreement was in the best interests of stockholders of the Company.
39
KAYNE ANDERSON MLP INVESTMENT COMPANY
INFORMATION CONCERNING DIRECTORS AND CORPORATE OFFICERS
(UNAUDITED)
Independent Directors(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other |
|
|
Position(s) |
|
|
|
|
|
Directorships |
Name, Address |
|
Held with |
|
Term of Office/ |
|
Principal Occupations |
|
Held by |
(Year Born) |
|
Registrant |
|
Time of Service |
|
During Past Five Years |
|
Director/Officer |
|
|
|
|
|
|
|
|
|
Anne K. Costin (2)
c/o Kayne Anderson Capital
Advisors, L.P.
1800 Avenue of the Stars,
2nd Floor
Los Angeles, CA 90067
(born 1950)
|
|
Director
|
|
3-year term (until
the 2010 Annual
Meeting of
Stockholders)/served
since inception
|
|
Professor at the
Amsterdam Institute
of Finance. Adjunct
Professor in the
Finance and Economics
Department of
Columbia University
Graduate School of
Business in New York
from 2004 through
2007. As of March 1,
2005, Ms. Costin
retired after a
28-year career at
Citigroup. During the
last five years, Ms.
Costin was Managing
Director and Global
Deputy Head of the
Project & Structured
Trade Finance product
group within
Citigroups
Investment Banking
Division.
|
|
Kayne Anderson
Energy Total Return
Fund, Inc. |
|
|
|
|
|
|
|
|
|
Steven C. Good
c/o Kayne Anderson Capital
Advisors, L.P.
1800 Avenue of the Stars,
2nd Floor
Los Angeles, CA 90067
(born 1942)
|
|
Director
|
|
3-year term (until
the 2012 Annual
Meeting of
Stockholders)/served
since inception
|
|
Senior partner at
Good Swartz Brown &
Berns LLP, a division
of JH Cohen LLP as of
June 1, 2008, which
offers accounting,
tax and business
advisory services to
middle market private
and publicly-traded
companies, their
owners and their
management. Founded
Block, Good and
Gagerman in 1976,
which later evolved
in stages into Good
Swartz Brown & Berns
LLP.
|
|
Kayne Anderson
Energy Total Return
Fund, Inc. and OSI
Systems, Inc.
(specialized
electronic
products) |
|
|
|
|
|
|
|
|
|
Gerald I. Isenberg
c/o Kayne Anderson Capital
Advisors, L.P.
1800 Avenue of the Stars,
2nd Floor
Los Angeles, CA 90067
(born 1940)
|
|
Director
|
|
3-year term (until
the 2011 Annual
Meeting of
Stockholders)/served
since inception
|
|
Professor Emeritus at
the University of
Southern California
School of
Cinema-Television
since 2007. Chief
Financial Officer of
Teeccino Caffe Inc.,
a privately owned
beverage manufacturer
and distributor.
Board member of Kayne
Anderson Rudnick
Mutual Funds(3) from
1998 to 2002.
|
|
Kayne Anderson
Energy Total Return
Fund, Inc.;
Teeccino Caffe
Inc.; the Caucus
for Television
Producers, Writers
& Directors
Foundation |
|
|
|
|
|
|
|
|
|
William H. Shea, Jr.
c/o Kayne Anderson Capital
Advisors, L.P.
1800 Avenue of the Stars,
2nd Floor
Los Angeles, CA 90067
(born 1954)
|
|
Director
|
|
3-year term (until
the 2010 Annual
Meeting of
Stockholders)/served
since March 2008
|
|
Private investor
since June 2007. From
September 2000 to
June 2007, President,
Chief Executive
Officer and Director
(Chairman from May
2004 to June 2007) of
Buckeye Partners,
L.P. (pipeline
transportation and
refined petroleum
products company).
From May 2004 to June
2007, President,
Chief Executive
Officer and Chairman
of Buckeye GP
Holdings, L.P. and
its predecessors.
|
|
Kayne Anderson
Energy Total Return
Fund, Inc.; Penn
Virginia. Corp.
(oil and natural
gas company). |
40
KAYNE ANDERSON MLP INVESTMENT COMPANY
INFORMATION CONCERNING DIRECTORS AND CORPORATE OFFICERS
(UNAUDITED)
Interested Director(1) and Corporate Officers
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other |
|
|
Position(s) |
|
|
|
|
|
Directorships |
Name, Address |
|
Held with |
|
Term of Office/ |
|
Principal Occupations |
|
Held by |
(Year Born) |
|
Registrant |
|
Time of Service |
|
During Past Five Years |
|
Director/Officer |
|
|
|
|
|
|
|
|
|
Kevin S. McCarthy(4)
c/o KA Fund Advisors,
LLC 717 Texas Avenue,
Suite 3100,
Houston, TX 77002
(born 1959)
|
|
Chairman of the
Board of Directors;
President and Chief
Executive Officer
|
|
3-year term as a
director (until the
2012 Annual Meeting
of Stockholders),
elected annually as
an officer/served
since inception
|
|
Senior Managing
Director of KACALP
since June 2004 and
of KAFA since 2006.
President and Chief
Executive Officer of
KYE and Kayne
Anderson Energy
Development Company
(KED) since
inception (KYE
inception in 2005 and
KED inception in
2006). Global Head of
Energy at UBS
Securities LLC from
November 2000 to May
2004.
|
|
Kayne Anderson Energy
Total Return Fund,
Inc.; Kayne Anderson
Energy Development
Company; Range
Resources Corporation;
Clearwater Natural
Resources, LLC; Direct
Fuels Partners, L.P.;
ProPetro Services,
Inc. |
|
|
|
|
|
|
|
|
|
Terry A. Hart
c/o KA Fund Advisors, LLC
717 Texas Avenue Suite 3100,
Houston, TX 77002
(born 1969)
|
|
Chief Financial
Officer and
Treasurer
|
|
Elected
annually/served
since December 2005
|
|
Chief Financial
Officer and Treasurer
of KYE since December
2005 and of KED since
September 2006.
Director of
Structured Finance,
Assistant Treasurer,
Senior Vice President
and Controller of
Dynegy, Inc. from
2000 to 2005.
|
|
None |
|
|
|
|
|
|
|
|
|
David J. Shladovsky
c/o Kayne Anderson Capital
Advisors, L.P.
1800 Avenue of the Stars,
2nd Floor
Los Angeles, CA 90067
(born 1960)
|
|
Secretary and Chief
Compliance Officer
|
|
Elected
annually/served
since inception
|
|
Managing Director and
General Counsel of
KACALP since 1997 and
of KAFA since 2006.
Secretary and Chief
Compliance Officer of
KYE since 2005 and of
KED since 2006.
|
|
None |
|
|
|
|
|
|
|
|
|
J.C. Frey
c/o Kayne Anderson Capital
Advisors, L.P.
1800 Avenue of the Stars,
2nd Floor
Los Angeles, CA 90067
(born 1968)
|
|
Executive Vice
President,
Assistant Treasurer
and Assistant
Secretary
|
|
Elected
annually/served as
Assistant Treasurer
and Assistant
Secretary since
inception; served
as Executive Vice
President since
June 2008
|
|
Senior Managing
Director of KACALP
since 2004 and of
KAFA since 2006, and
Managing Director of
KACALP since 2000.
Portfolio Manager of
KACALP since 2000,
Portfolio Manager,
Vice President,
Assistant Secretary
and Assistant
Treasurer of KYE
since 2005 and of KED
since 2006. Executive
Vice President of KYE
and KED since June
2008
|
|
None |
|
|
|
|
|
|
|
|
|
James C. Baker
c/o KA Fund Advisors, LLC
717 Texas Avenue,
Suite 3100,
Houston, TX 77002
(born 1972)
|
|
Executive Vice
President
|
|
Elected
annually/served as
Vice President from
June 2005 to June
2008; served as
Executive Vice
President since
June 2008
|
|
Senior Managing
Director of KACALP
and KAFA since
February 2008,
Managing Director of
KACALP and KAFA since
December 2004 and
2006, respectively.
Vice President of KYE
from 2005 to 2008 and
of KED from 2006 to
2008, and Executive
Vice President of KYE
and KED since June
2008. Director in
Planning and Analysis
at El Paso
Corporation from
April 2004 to
December 2004.
Director at UBS
Securities LLC
(energy investment
banking group) from
2002 to 2004 and
Associate Director
from 2000 to 2002.
|
|
ProPetro Services, Inc. |
41
KAYNE ANDERSON MLP INVESTMENT COMPANY
INFORMATION CONCERNING DIRECTORS AND CORPORATE OFFICERS
(UNAUDITED)
|
|
|
(1) |
|
Each Director oversees two registered investment companies in the fund complex. |
|
(2) |
|
Due to her ownership of securities issued by one of the underwriters in
certain of our previous securities offerings, Ms. Costin, in the future, may
be treated as an interested person during any subsequent offerings of our
securities if the relevant offering is underwritten by the underwriter in
which Ms. Costin owns securities. |
|
(3) |
|
The investment adviser to the Kayne Anderson Rudnick Mutual Funds was formerly
an affiliate of KACALP. |
|
(4) |
|
Mr. McCarthy is an interested person of Kayne Anderson MLP Investment
Company by virtue of his employment relationship with KAFA, investment adviser
of the Company. |
Additional information regarding the Companys directors is contained in the Companys
Statement of Additional Information, the most recent version of which can be found on the Companys
website at www.kaynefunds.com or is available without charge, upon request, by calling
(877) 657-3863/MLP-FUND.
42
KAYNE ANDERSON MLP INVESTMENT COMPANY
ANNUAL CERTIFICATION
(UNAUDITED)
The Companys Chief Executive Officer has filed an annual certification with the NYSE that, as
of the date of the certification, he was unaware of any violation by the Company of the NYSEs
corporate governance listing standards.
PROXY VOTING AND PORTFOLIO HOLDINGS INFORMATION
(UNAUDITED)
The policies and procedures that the Company uses to determine how to vote proxies relating to
its portfolio securities are available:
|
|
|
without charge, upon request, by calling (877) 657-3863/MLP-FUND; |
|
|
|
|
on the Companys website, http://www.kaynefunds.com; and |
|
|
|
|
on the website of the Securities and Exchange Commission, http://www.sec.gov. |
Information regarding how the Company voted proxies relating to portfolio securities during
the most recent 12-month period ended June 30 is available without charge, upon request, by calling
(877) 657-3863/MLP-FUND, and on the SECs website at http://www.sec.gov (see Form N-PX).
The Company files a complete schedule of its portfolio holdings for the first and third quarters of
its fiscal year with the SEC on Form N-Q. The Companys Forms N-Q are available on the SECs
website at http://www.sec.gov and may be reviewed and copied at the SECs Public Reference Room in
Washington, DC. Information on the operation of the SECs Public Reference Room may be obtained by
calling 1-202-551-8090. The Company also makes its Forms N-Q available on its website at
http://www.kaynefunds.com.
SHARE REPURCHASE DISCLOSURE
(UNAUDITED)
Notice is hereby given in accordance with Section 23(c) of the 1940 Act, that the Company may from
time to time purchase shares of its common stock in the open market.
43
|
|
|
Directors and Corporate Officers |
|
|
Kevin S. McCarthy
|
|
Chairman of the Board of Directors,
President and Chief Executive Officer |
Anne K. Costin
|
|
Director |
Steven C. Good
|
|
Director |
Gerald I. Isenberg
|
|
Director |
William H. Shea Jr.
|
|
Director |
Terry A. Hart
|
|
Chief Financial Officer and Treasurer |
David J. Shladovsky
|
|
Secretary and Chief Compliance Officer |
J.C. Frey
|
|
Executive Vice President, Assistant
Secretary and Assistant Treasurer |
James C. Baker
|
|
Executive Vice President |
|
|
|
Investment Adviser
|
|
Administrator |
KA Fund Advisors, LLC.
|
|
Ultimus Fund Solutions, LLC |
717 Texas Avenue, Suite 3100
|
|
260 Madison Avenue, 8th Floor |
Houston, TX 77002
|
|
New York, NY 10016 |
|
|
|
1800 Avenue of the Stars, Second Floor
|
|
Stock Transfer Agent and Registrar |
Los Angeles, CA 90067
|
|
American Stock Transfer & Trust Company |
|
|
59 Maiden Lane |
|
|
New York, NY 10038 |
|
|
|
Custodian
|
|
Independent Registered Public Accounting Firm |
JPMorgan Chase Bank, N.A.
|
|
PricewaterhouseCoopers LLP |
14201 North Dallas Parkway, Second Floor
|
|
350 South Grand Avenue |
Dallas, TX 75254
|
|
Los Angeles, CA 90071 |
|
|
|
|
|
Legal Counsel |
|
|
Paul, Hastings, Janofsky & Walker LLP |
|
|
55 Second Street, 24th Floor |
|
|
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.
Item 2. Code of Ethics.
(a) As of the end of the period covered by this report, the Registrant has adopted a code of ethics
that applies to the Registrants principal executive officer, principal financial officer,
principal accounting officer, or persons performing similar functions.
(c) and (d) During the period covered by this report, there was no amendment to, and no waiver
granted from, any provision of the Registrants code of ethics that applies to the Registrants
principal executive officer, principal financial officer, principal accounting officer, or persons
performing similar functions.
(f)(1) Pursuant to Item 12(a)(1), the Registrant is attaching as an exhibit (EX-99.CODE ETH) a copy
of its code of ethics that applies to its principal executive officer, principal financial officer,
principal accounting officer, or persons performing similar functions.
Item 3. Audit Committee Financial Expert.
(a)(1) The Registrants board of directors has determined that the Registrant has one audit
committee financial expert serving on its audit committee.
(a)(2) The audit committee financial expert is Steven C. Good. Mr. Good is independent for
purposes of this Item.
Item 4. Principal Accountant Fees and Services.
(a) through (d) The information in the table below is provided for services rendered to the
Registrant by its independent Registered public accounting firm, PricewaterhouseCoopers LLP, during
the Registrants (a) last fiscal year ended November 30, 2009, and (b) fiscal year ended
November 30, 2008.
|
|
|
|
|
|
|
|
|
|
|
2009 |
|
|
2008 |
|
Audit Fees |
|
$ |
214,000 |
|
|
$ |
218,482 |
|
|
|
|
|
|
|
|
|
|
Audit-related Fees |
|
|
40,000 |
|
|
|
|
|
Tax |
|
|
195,000 |
|
|
|
196,500 |
|
Other |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
449,000 |
|
|
$ |
414,982 |
|
|
|
|
|
|
|
|
(e)(1) Audit Committee Pre-Approval Policies and Procedures.
Before the auditor is (i) engaged by the Registrant to render audit, audit related or
permissible non-audit services to the Registrant or (ii) with respect to non-audit services to be
provided by the auditor to the Registrants investment adviser or any entity in the investment
Registrant complex, if the nature of the services provided relate directly to the operations or
financial reporting of the Registrant, either: (a) the Audit Committee shall pre-approve such
engagement; or (b) such engagement shall be entered into pursuant to pre-approval policies and
procedures established by the Audit Committee. Any such policies and procedures must be detailed as
to the particular service and not involve any delegation of the Audit Committees responsibilities
to the Registrants investment adviser. The Audit Committee may delegate to one or more of its
members the authority to grant pre-approvals. The pre-approval policies and procedures shall
include the requirement that the decisions of any member to whom authority is delegated under this
provision shall be presented to the full Audit Committee at its next scheduled meeting. Under
certain limited circumstances, pre-approvals are not required if certain de minimis thresholds are
not exceeded, as such thresholds are set forth by the Audit Committee and in accordance with
applicable SEC rules and regulations.
(e)(2) None of the services provided to the Registrant described in paragraphs (b) through (d) of
this Item 4 were pre-approved by the Audit Committee pursuant to paragraph (c)(7)(i)(C) of
Rule 2-01 of regulation S-X.
(f) No disclosures are required by this Item 4(f).
(g) The aggregate non-audit fees billed by PricewaterhouseCoopers LLP for services rendered to the
Registrant for each of the last two fiscal years were $195,000 for the fiscal year ended November
30, 2009 and $196,500 for the
fiscal year ended November 30, 2008. There were no non-audit fees billed by PricewaterhouseCoopers
LLP for services rendered to the Registrants investment adviser (not including any sub-adviser
whose role is primarily portfolio management and is subcontracted with or overseen by another
investment adviser) or any entity controlling, controlled by, or under common control with the
investment adviser that provides ongoing services to the Registrant for each of the last two fiscal
years.
(h) No disclosures are required by this Item 4(h).
Item 5. Audit Committee of Listed Registrants.
The Registrant has a separately-designated standing Audit Committee established in accordance
with Section 3(a)(58)(A) of the Securities and Exchange Act of 1934, as amended. Steven C. Good
(Chair), Gerald I. Isenberg and William H. Shea, Jr. are the members of the Registrants Audit
Committee.
Item 6. Schedule of Investments.
Please see the schedule of investments contained in the Report to Stockholders included
under Item 1 of this Form N-CSR.
Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.
The Registrant has delegated the voting of proxies relating to its voting securities to its
investment adviser. Effective December 31, 2006, Kayne Anderson Capital Advisors, L.P. assigned its
investment management agreement to its subsidiary, KA Fund Advisors, LLC (the Adviser). That
assignment occurred only for internal organizational purposes and did not result in any change of
corporate officers, portfolio management personnel or control. The respective Proxy Voting Policies
and Procedures of the Registrant and the Adviser are attached as Exhibit 99.VOTEREG and
Exhibit 99.VOTEADV hereto.
Item 8. Portfolio Managers of Closed-End Management Investment Companies.
(a)(1) As of November 30, 2009, the following individuals (the Portfolio Managers) are primarily
responsible for the day-to-day management of the Registrants portfolio:
Kevin S. McCarthy is the Registrants President, Chief Executive Officer and co-portfolio
manager and has served as the President, Chief Executive Officer and co-portfolio manager of Kayne
Anderson Energy Total Return Fund, Inc. since May 2005 and of Kayne Anderson Energy Development
Company since September 2006. Mr. McCarthy has served as a Senior Managing Director at Kayne
Anderson Capital Advisors, L.P. since June 2004 and of KA Fund Advisers, LLC (collectively with
Kayne Anderson Capital Advisors, L.P., Kayne Anderson) since 2006. Prior to that, he was Global
Head of Energy at UBS Securities LLC. In this role, he had senior responsibility for all of UBS
energy investment banking activities. Mr. McCarthy was with UBS Securities from 2000 to 2004. From
1995 to 2000, Mr. McCarthy led the energy investment banking activities of Dean Witter Reynolds and
then PaineWebber Incorporated. He began his investment banking career in 1984. He earned a BA
degree in Economics and Geology from Amherst College in 1981, and an MBA degree in Finance from the
University of Pennsylvanias Wharton School in 1984.
J.C. Frey is the Registrants Executive Vice President, Assistant Secretary, Assistant
Treasurer and co-portfolio manager and a Senior Managing Director of Kayne Anderson. He serves as
portfolio manager of Kayne Andersons funds investing in MLP securities, including service as a
co-portfolio manager, Assistant Secretary and Assistant Treasurer of Kayne Anderson Energy Total
Return Fund, Inc. since May 2005 and Kayne Anderson Energy Development Company since September
2006, Vice President of Kayne Anderson Energy Total Return Fund, Inc. from May 2005 through June
2008 and Kayne Anderson Energy Development Company from September 2006 through July 2008, and
Executive Vice President of Kayne Anderson Energy Total Return Fund, Inc. and Kayne Anderson Energy
Development Company since June 2008 and July 2008 respectively. Mr. Frey began investing in MLPs on
behalf of Kayne Anderson in 1998 and has served as portfolio manager of Kayne Andersons MLP funds
since their inception in 2000. Prior to joining Kayne Anderson in 1997, Mr. Frey was a CPA and
audit manager in
KPMG Peat Marwicks financial services group, specializing in banking and finance clients, and loan
securitizations. Mr. Frey graduated from Loyola Marymount University with a BS degree in Accounting
in 1990. In 1991, he received a Masters degree in Taxation from the University of Southern
California.
(a)(2)(i) and (ii) Other Accounts Managed by Portfolio Managers:
The following table reflects information regarding accounts for which the Portfolio Managers have
day-to-day management responsibilities (other than the Registrant). Accounts are grouped into three
categories: (i) registered investment companies, (ii) other pooled investment accounts, and (iii)
other accounts. To the extent that any of these accounts pay advisory fees that are based on
account performance, this information will be reflected in a separate table below. Information is
shown as of November 30, 2009. Asset amounts are approximate and have been rounded.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Registered(1) |
|
|
|
|
|
|
|
|
|
Investment Companies |
|
|
Other Pooled |
|
|
|
|
|
|
(excluding us) |
|
|
Investment Vehicles |
|
|
Other Accounts |
|
|
|
|
|
|
|
Total Assets in the |
|
|
|
|
|
|
Total Assets in the |
|
|
|
|
|
|
Total Assets in the |
|
|
|
Number of |
|
|
Accounts ($ in |
|
|
Number of |
|
|
Accounts ($ in |
|
|
Number of |
|
|
Accounts ($ in |
|
Portfolio Manager |
|
Accounts |
|
|
millions) |
|
|
Accounts |
|
|
millions) |
|
|
Accounts |
|
|
millions) |
|
Kevin McCarthy |
|
|
1 |
|
|
$ |
892 |
|
|
|
0 |
|
|
|
N/A |
|
|
|
0 |
|
|
|
N/A |
|
J.C. Frey |
|
|
1 |
|
|
$ |
892 |
|
|
|
1 |
|
|
$ |
58 |
|
|
|
1 |
|
|
|
23 |
|
|
|
|
(1) |
|
Messrs. McCarthy and Frey serve as portfolio manager of Kayne Anderson Energy
Development Company (KED), a closed end management investment company that has elected to be
treated as a business development company. For purposes of this table, KED is included in the
information contained in this column, even though it is not a registered investment company. |
(a)(2)(iii) Other Accounts that Pay Performance-Based Advisory Fees Managed by Portfolio Managers:
The following table reflects information regarding accounts for which the Portfolio Managers have
day-to-day management responsibilities (other than the Registrant) and with respect to which the
advisory fee is based on account performance. Information is shown as of November 30, 2009. Asset
amounts are approximate and have been rounded.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Registered(1) |
|
|
|
|
|
|
|
|
|
Investment Companies |
|
|
Other Pooled |
|
|
|
|
|
|
(excluding us) |
|
|
Investment Vehicles |
|
|
Other Accounts |
|
|
|
|
|
|
|
Total Assets in the |
|
|
|
|
|
|
Total Assets in the |
|
|
|
|
|
|
Total Assets in the |
|
|
|
Number of |
|
|
Accounts ($ in |
|
|
Number of |
|
|
Accounts ($ in |
|
|
Number of |
|
|
Accounts ($ in |
|
Portfolio Manager |
|
Accounts |
|
|
millions) |
|
|
Accounts |
|
|
millions) |
|
|
Accounts |
|
|
millions) |
|
Kevin McCarthy |
|
|
1 |
|
|
$ |
205 |
|
|
|
1 |
|
|
$ |
240 |
|
|
|
0 |
|
|
|
N/A |
|
J.C. Frey |
|
|
1 |
|
|
$ |
205 |
|
|
|
10 |
|
|
$ |
1,478 |
|
|
|
2 |
|
|
$ |
29 |
|
|
|
|
(1) |
|
Messrs. McCarthy and Frey serve as portfolio manager of KED, a closed end management investment
company that has elected to be treated as a business development company. For purposes of this
table, KED is included in the information contained in this column, even though it is not a
registered investment company. |
(a)(2)(iv) Potential Material Conflicts of Interest:
Some of the other accounts managed by Messrs. McCarthy and Frey have investment strategies that are
similar to that of the Registrant. However, Kayne Anderson manages potential conflicts of interest
by allocating investment opportunities in accordance with its written allocation policies and
procedures.
(a)(3) Compensation, as of November 30, 2009:
Messrs. McCarthy and Frey are compensated by Kayne Anderson Capital Advisors, L.P. through
partnership distributions from Kayne Anderson Capital Advisors, L.P., based on the amount of assets
they manage and they receive a portion of the advisory fees applicable to those accounts, which,
with respect to certain accounts, as noted
above, are based in part on the performance of those accounts, and which in the case of the
Registrants performance, is measured against an Index.
Additional benefits received by Messrs. McCarthy and Frey are normal and customary benefits
provided by investment advisers.
(a)(4) As of November 30, 2009, the end of the Registrants most recently completed fiscal year,
the dollar range of equity securities beneficially owned by each portfolio manager in the
Registrant is shown below:
Kevin McCarthy: $100,001-$500,000
J.C. Frey: $100,001-$500,000
Through their limited partnership interests in Kayne Anderson Capital Advisors, L.P., which owns
shares of Registrants common stock, Messrs. McCarthy and Frey could be deemed to also indirectly
own a portion of Registrants securities.
(b) Not Applicable.
Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.
None.
Item 10. Submission of Matters to a Vote of Security Holders.
None.
Item 11. Controls and Procedures.
(a) The Registrants principal executive officer and principal financial officer have
evaluated the Registrants disclosure controls and procedures (as defined in rule 30a-3(d) under
the 1940 Act) as of a date within 90 days of this filing and have concluded that the Registrants
disclosure controls and procedures are effective, as of such date, based on the evaluation of these
controls and procedures required by Rule 30a-3(b) under the 1940 Act and Rule 13a-15(b) under the
Securities Exchange Act of 1934, as amended.
(b) The Registrants principal executive officer and principal financial officer are
aware of no changes in the Registrants internal control over financial reporting (as defined in
rule 30a-3(d) under the 1940 Act) that occurred during the second fiscal quarter of the period
covered by this report that have materially affected, or are reasonably likely to materially
affect, the Registrants internal control over financial reporting.
Item 12. Exhibits.
(a)(1) Code of Ethics attached as EX-99.CODE ETH.
(a)(2) Separate certifications of Principal Executive and Financial Officers pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002 attached as EX-99.CERT.
(b) Certification of Principal Executive and Financial Officers pursuant to Section 906
of the Sarbanes-Oxley Act of 2002 furnished as EX-99.906 CERT.
(99) Proxy Voting Policies of the Registrant attached as EX-99.VOTEREG.
(99) Proxy Voting Policies of the Adviser attached as EX-99.VOTEADV.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment
Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
|
|
|
|
|
|
KAYNE ANDERSON MLP INVESTMENT COMPANY
|
|
Date: February 8, 2010 |
By: |
/s/ Kevin S. McCarthy
|
|
|
|
Kevin S. McCarthy |
|
|
|
Chairman of the Board of Directors,
President and Chief Executive Officer |
|
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company
Act of 1940, this report has been signed below by the following persons on behalf of the Registrant
and in the capacities and on the dates indicated.
|
|
|
|
|
Date: February 8, 2010 |
By: |
/s/ Kevin S. McCarthy
|
|
|
|
Kevin S. McCarthy |
|
|
|
Chairman of the Board of Directors,
President and Chief Executive Officer |
|
|
|
|
Date: February 8, 2010 |
By: |
/s/ Terry A. Hart
|
|
|
|
Terry A. Hart |
|
|
|
Chief Financial Officer and Treasurer |
|
Exhibit Index
(a)(1) Code of Ethics attached as EX-99.CODE ETH.
(a)(2) Separate certifications of Principal Executive and Financial Officers pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002 attached as EX-99.CERT.
(b) Certification of Principal Executive and Financial Officers pursuant to Section 906
of the Sarbanes-Oxley Act of 2002 furnished as EX-99.906 CERT.
(99) Proxy Voting Policies of the Registrant attached as EX-99.VOTEREG.
(99) Proxy Voting Policies of the Adviser attached as EX-99.VOTEADV.