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)
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717 Texas Avenue, Suite 3100, Houston, Texas
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77002 |
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(Address of principal executive offices)
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(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, 2010
Date of reporting period: May 31, 2010
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 semi-annual period ended May 31, 2010 is attached below.
CONTENTS
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS: This report of Kayne Anderson MLP Investment Company
(the Company) 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; master limited partnership industry risk;
leverage risk; valuation risk; interest rate risk; tax risk; and other risks discussed in the
Companys filings with the Securities and Exchange Commission (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
MANAGEMENT DISCUSSION
FOR THE QUARTER ENDED MAY 31, 2010
(UNAUDITED)
Overview
Kayne Anderson MLP Investment Company is a non-diversified, closed-end fund formed in
September 2004. Our investment objective is to obtain a high after-tax total return by investing at
least 85% of our total assets in energy-related master limited partnerships and their affiliates
(MLPs) and in other companies that 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).
As of May 31, 2010, we had total assets of $2.1 billion, net assets applicable to our common
stock of $1.3 billion ($21.90 per share), and 58.4 million shares of common stock outstanding.
Our investments are principally in equity securities issued by MLPs, but we may also invest in
debt securities of MLPs and other Midstream Energy Companies. As of May 31, 2010, we held
$2.0 billion in equity investments and $40.9 million in fixed income investments.
Financial Results
During the quarter ended May 31, 2010, our net asset value (NAV) per share decreased from
$22.23 to $21.90, and total assets increased from $2.0 billion to $2.1 billion. The decrease in NAV
was driven primarily by unrealized losses on our investments. The increase in total assets was a
result of new investments which were purchased with net proceeds from our new senior unsecured
notes and our offering of mandatory redeemable preferred stock. During the quarter, our net
distributable income was $0.48 per common share. We provide a detailed calculation of net
distributable income below under Quarterly Distribution to Common Stockholders.
Recent Events
Senior Unsecured Notes and Preferred Stock Offering. On May 7, 2010, we completed a private
placement with institutional investors of $110 million of senior unsecured notes and $110 million
of mandatory redeemable preferred stock. Net proceeds from such offerings were used to repay
short-term borrowings, to redeem all of the Companys Series D Auction Rate Preferred Stock (the
ARP Shares) ($75 million outstanding), to make new portfolio investments and for general
corporate purposes. We completed the redemption of the ARP Shares on May 28, 2010.
Credit Facility. On June 11, 2010, we entered into a new unsecured revolving credit facility
with a syndicate of lenders with availability of $100 million. The credit facility has a
three-year commitment terminating on June 11, 2013. Outstanding loan balances will accrue interest
daily at a rate equal to the one-month LIBOR plus 1.75% based on current asset coverage ratios.
The interest rate may vary between LIBOR plus 1.75% to LIBOR plus 3.00%, depending on our asset
coverage ratios. We will pay a fee of 0.40% on any unused amounts of the credit facility.
Private Placements. On June 10, 2010 and June 15, 2010, the Company completed two private
placements of unregistered common stock to members of senior management of Magellan Midstream
Partners, L.P. (MMP) and Inergy Holdings, L.P. (NRGP), respectively. The Company issued a
total of 1.5 million shares at an average price of $23.90 per share. Simultaneous with the issuance
of the Companys common stock, the Company purchased $35 million of NRGP common units and $9.9
million of MMP common units owned by such members of senior management.
1
KAYNE ANDERSON MLP INVESTMENT COMPANY
MANAGEMENT DISCUSSION
FOR THE QUARTER ENDED MAY 31, 2010
(UNAUDITED)
Quarterly Distribution to Common Stockholders
We pay quarterly distributions to our common stockholders, funded in part by net distributable
income (NDI) generated from our portfolio investments. NDI is the amount of income received by
us from our portfolio investments less operating expenses, subject to certain adjustments as
described below. NDI is a not financial measure under the accounting principles generally accepted
in the United States of America (GAAP). Refer to the Reconciliation of NDI to GAAP section
below for a reconciliation of this measure to our results reported under GAAP.
Income from portfolio investments includes (a) cash distributions paid by MLPs,
(b) paid-in-kind dividends received from MLPs and MLP affiliates (in particular, the two MLP
i-shares), (c) interest income from debt securities and (d) net premiums received from the sale of
covered calls.
Operating expenses include (a) management fees paid to our investment adviser, (b) other
expenses (mostly attributable to fees paid to other service providers), (c) leverage costs,
including interest expense and preferred stock distributions and (d) deferred income tax
expense/benefit on net investment income/loss.
Net Distributable Income (NDI)
(amounts in millions, except for per share amounts)
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Three Months |
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Ended |
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May 31, 2010 |
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Distributions and Other Income from Investments |
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Dividends and Distributions |
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$ |
32.9 |
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Paid-In-Kind Dividends |
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3.4 |
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Interest Income |
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1.0 |
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Net Premiums Received from Call Options Written |
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1.0 |
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Total Distributions and Other Income from Investments |
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38.3 |
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Expenses |
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Investment Management Fee |
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(6.9 |
) |
Other Expenses |
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(0.9 |
) |
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Total Management Fee and Other Expenses |
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(7.8 |
) |
Interest Expense and Payments on Interest Rate Swap Contracts |
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(5.4 |
) |
Preferred Stock Distributions |
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(0.5 |
) |
Income Tax Benefit |
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3.2 |
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Net Distributable Income (NDI) |
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$ |
27.8 |
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Weighted Shares Outstanding |
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58.2 |
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NDI per Weighted Share Outstanding |
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$ |
0.48 |
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Payment of future distributions is subject to Board of Directors approval, as well as meeting
the covenants of our debt agreements and terms of our preferred stock.
In determining our quarterly distribution to common stockholders, our Board of Directors
considers a number of factors which include but are not limited to:
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NDI generated in the current quarter; |
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Expected NDI over the next twelve months; and |
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Realized and unrealized gains generated by the portfolio. |
2
KAYNE ANDERSON MLP INVESTMENT COMPANY
MANAGEMENT DISCUSSION
FOR THE QUARTER ENDED MAY 31, 2010
(UNAUDITED)
On June 15, 2010, we declared our quarterly distribution of $0.48 per common share for the
period March 1, 2010 through May 31, 2010 for a total of $28.7 million. The distribution was paid
on July 9, 2010 to shareholders of record on July 7, 2010.
Distributions and Other Income
Total
dividends, distributions and paid-in-kind dividends for the second
quarter 2010 were $36.3 million representing
a 6.5% increase from the first quarter 2010. The increase was primarily the result of additional
investments made with the net proceeds from senior unsecured notes and preferred stock offering
placed on May 7, 2010. During the quarter interest income of
$1 million was slightly higher than the first quarter and net premiums
received from call options written were $1 million which was an
increase of $0.4 million from the first quarter. Market conditions
during the second quarter enabled us to generate additional net
premiums.
Expenses
Our largest expenses are investment management fees and leverage costs. Management fees are
calculated based on the average total assets under management. For the second quarter 2010,
management fees were $6.9 million, compared to $6.0 million for the first quarter 2010. Increased
management fees were driven by increases in our total assets due to additional investments made
with the proceeds from senior unsecured notes and preferred stock offering on May 7, 2010.
Interest expense (including payments of interest swaps of $0.1 million and excluding non-cash
amortization of debt issuance costs of $0.3 million) for the
second quarter 2010 was $5.4 million,
compared to $5.2 million (including payments of interest swaps of $0.1 million and excluding
non-cash amortization of debt issuance costs of $0.3 million) for the first quarter 2010.
Preferred stock distributions for the second quarter were $0.5 million.
Other expenses of $0.9 million for the second quarter 2010 were slightly more than $0.7
million for the first quarter 2010 but in-line with past quarters.
Reconciliation of NDI to GAAP
The difference between distributions and other income from investments in the NDI calculation
and total investment income as reported in our Statement of Operations is reconciled as follows:
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GAAP recognizes that a significant portion of the cash distributions received from MLPs
is characterized as a return of capital and therefore excluded from investment income,
whereas the NDI calculation includes the return of capital portion of such distributions. |
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NDI includes the value of dividends paid-in-kind (i.e., stock dividends), whereas such
amounts are not included as investment income for GAAP purposes during the period received,
but rather are recorded as unrealized gains upon receipt. |
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Many of our investments in debt securities were purchased at a discount or premium to
the par value of such security. When making such investments, we consider the securitys
yield to maturity which factors in the impact of such discount (or premium). Interest
income reported under GAAP includes the non-cash accretion of the discount (or amortization
of the premium) based on the effective interest method. When we calculate interest income
for purposes of determining NDI, in order to better reflect the yield to maturity, the
accretion of the discount (or amortization of the premium) is calculated on a straight-line
basis over the remaining term of the debt security. |
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We may sell covered call option contracts to generate income or to reduce our ownership
of certain securities that we hold. In some cases, we are able to repurchase these call
option contracts at a price less than the fee that we received, thereby generating a
profit. The amount we received from selling call options, less the amount that we pay to
repurchase such call option contracts is included in NDI. For GAAP purposes, income from
call option contracts sold is not included in investment income. See Note 2 Significant
Accounting Policies for a full discussion of the GAAP treatment of option contracts. |
3
KAYNE ANDERSON MLP INVESTMENT COMPANY
MANAGEMENT DISCUSSION
FOR THE QUARTER ENDED MAY 31, 2010
(UNAUDITED)
The treatment of expenses included in NDI also differs from what is reported in the Statement
of Operations as follows:
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Expenses for purposes of calculating NDI include distributions paid to preferred
stockholders. |
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The non-cash amortization of capitalized debt issuance costs and preferred stock
offering costs related to our financings is included in interest and amortization expense
for GAAP purposes, but is excluded from our calculation of NDI. Further, write-offs of
capitalized debt issuance costs and preferred stock offering costs are excluded from our
calculation of NDI, but are included in interest and amortization expense for GAAP
purposes. |
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NDI also includes recurring payments (or receipts) on interest rate swap contracts
(excluding termination payments) whereas for GAAP purposes, these amounts are included in
the realized gains/losses section of the Statement of Operations. |
Liquidity and Capital Resources
Total leverage outstanding at May 31, 2010 of $590 million is comprised of $480 million in
senior unsecured notes and $110 million in mandatory redeemable preferred stock. At May 31, 2010, we
did not have any borrowings outstanding under our credit facility. Total leverage represented 29%
of total assets at May 31, 2010, as compared to 25% of total assets at February 28, 2010.
At May 31, 2010 our asset coverage ratios under the 1940 Act were 389% and 317% for debt and
total leverage (debt plus preferred stock), respectively. We currently target an asset coverage
ratio with respect to our debt of 375% but at times may be above or below our target depending on
market conditions.
At May 31, 2010, we had $480 million of senior unsecured notes outstanding with the following
maturity dates: $75 million matures in 2011 (Series G); $60 million matures in 2012 (Series I);
$125 million matures in 2013 (Series K); $110 million matures in 2014 (Series M and Series N); and
$110 million matures in 2015 (Series O and Series P).
On June 11, 2010, we entered into a new $100 million unsecured revolving credit facility with
a syndicate of lenders. The facility has a three-year commitment terminating on June 11, 2013.
With this new credit facility, we were able to increase the size by $20 million, extend the term
from one year to three years, and reduce the interest rate by 0.5% based on current asset coverage
ratios. A full copy of the credit facility is available on our website,
www.kaynefunds.com.
Our leverage consists of both fixed rate and floating rate obligations. At May 31, 2010 the
weighted average interest rate on our leverage was 4.94%.
4
KAYNE ANDERSON MLP INVESTMENT COMPANY
PORTFOLIO SUMMARY
FOR THE PERIOD ENDED
(UNAUDITED)
Portfolio Investments by Category *
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May 31, 2010 |
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November 30, 2009 |
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* |
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As a percentage of total investments. |
Top 10 Holdings by Issuer
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Percent of Total Investments as of |
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Holding |
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Sector |
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May 31, 2010 |
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November 30, 2009 |
|
1. Plains All American Pipeline, L.P. |
|
Midstream MLP |
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8.0 |
% |
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9.1 |
% |
2. Enterprise Products Partners L.P. |
|
Midstream MLP |
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|
7.4 |
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7.7 |
|
3. Magellan Midstream Partners, L.P. |
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Midstream MLP |
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6.9 |
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7.9 |
|
4. Kinder Morgan Management, LLC |
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MLP Affiliates |
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|
6.7 |
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6.0 |
|
5. Inergy, L.P. |
|
Propane MLP |
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|
5.8 |
|
|
|
6.8 |
|
6. MarkWest Energy Partners, L.P. |
|
Midstream MLP |
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|
5.3 |
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5.3 |
|
7. Copano Energy, L.L.C. |
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Midstream MLP |
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4.4 |
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4.5 |
|
8. Enbridge Energy Partners, L.P. |
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Midstream MLP |
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4.2 |
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4.2 |
|
9. Energy Transfer Equity, L.P. |
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General Partner MLP |
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3.8 |
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4.4 |
|
10. Energy Transfer Partners, L.P. |
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Midstream MLP |
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3.7 |
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|
4.8 |
|
5
KAYNE ANDERSON MLP INVESTMENT COMPANY
SCHEDULE OF INVESTMENTS
MAY 31, 2010
(amounts in 000s, except number of option contracts)
(UNAUDITED)
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No. of |
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|
|
Description |
|
Shares/Units |
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|
Value |
|
Long-Term Investments 158.9% |
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Equity Investments(a) 155.7% |
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Midstream MLP(b) 109.5% |
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Boardwalk Pipeline Partners, LP |
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484 |
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|
$ |
13,486 |
|
Buckeye Partners, L.P. |
|
|
801 |
|
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45,392 |
|
Copano Energy, L.L.C.(c) |
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|
3,659 |
|
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|
89,757 |
|
Crosstex Energy, L.P.(d) |
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|
2,044 |
|
|
|
19,744 |
|
DCP Midstream Partners, LP |
|
|
962 |
|
|
|
28,752 |
|
Duncan Energy Partners L.P. |
|
|
451 |
|
|
|
11,429 |
|
El Paso Pipeline Partners, L.P. |
|
|
1,221 |
|
|
|
33,687 |
|
Enbridge Energy Partners, L.P.(c) |
|
|
1,732 |
|
|
|
86,224 |
|
Energy Transfer Partners, L.P. |
|
|
1,738 |
|
|
|
76,636 |
|
Enterprise Products Partners L.P.(c) |
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|
4,516 |
|
|
|
151,724 |
|
Exterran Partners, L.P. |
|
|
1,129 |
|
|
|
23,095 |
|
Global Partners LP |
|
|
1,346 |
|
|
|
28,660 |
|
Holly Energy Partners, L.P. |
|
|
661 |
|
|
|
26,584 |
|
Magellan Midstream Partners, L.P. |
|
|
3,261 |
|
|
|
142,775 |
|
MarkWest Energy Partners, L.P. |
|
|
3,716 |
|
|
|
108,773 |
|
Martin Midstream Partners L.P. |
|
|
318 |
|
|
|
9,409 |
|
Niska Gas Storage Partners LLC(e) |
|
|
209 |
|
|
|
3,930 |
|
ONEOK Partners, L.P. |
|
|
910 |
|
|
|
54,522 |
|
PAA Natural Gas Storage, L.P.(e)(f) |
|
|
244 |
|
|
|
5,795 |
|
Plains All American Pipeline, L.P.(f) |
|
|
2,876 |
|
|
|
165,564 |
|
Quicksilver Gas Services LP |
|
|
799 |
|
|
|
14,564 |
|
Regency Energy Partners LP |
|
|
3,305 |
|
|
|
76,012 |
|
Spectra Energy Partners, LP |
|
|
285 |
|
|
|
8,823 |
|
Sunoco Logistics Partners L.P. |
|
|
206 |
|
|
|
13,587 |
|
Targa Resources Partners LP |
|
|
846 |
|
|
|
19,159 |
|
TC PipeLines, LP(c) |
|
|
516 |
|
|
|
19,613 |
|
TransMontaigne Partners L.P. |
|
|
653 |
|
|
|
18,405 |
|
Western Gas Partners, LP |
|
|
951 |
|
|
|
21,193 |
|
Williams Partners L.P. |
|
|
1,682 |
|
|
|
62,679 |
|
Williams Pipeline Partners L.P. |
|
|
709 |
|
|
|
19,834 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,399,807 |
|
|
|
|
|
|
|
|
|
MLP Affiliates(b) 13.9% |
|
|
|
|
|
|
|
|
Enbridge Energy Management, L.L.C.(g) |
|
|
790 |
|
|
|
38,298 |
|
Kinder Morgan Management, LLC(g) |
|
|
2,502 |
|
|
|
138,613 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
176,911 |
|
|
|
|
|
|
|
|
|
General Partner MLP 14.0% |
|
|
|
|
|
|
|
|
Alliance Holdings GP L.P. |
|
|
961 |
|
|
|
29,902 |
|
Buckeye GP Holdings L.P. |
|
|
72 |
|
|
|
2,224 |
|
Energy Transfer Equity, L.P. |
|
|
2,572 |
|
|
|
79,099 |
|
Enterprise GP Holdings L.P. |
|
|
1,245 |
|
|
|
53,959 |
|
Inergy Holdings, L.P. |
|
|
13 |
|
|
|
1,038 |
|
Penn Virginia GP Holdings, L.P. |
|
|
730 |
|
|
|
13,028 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
179,250 |
|
|
|
|
|
|
|
|
|
See accompanying notes to financial statements.
6
KAYNE ANDERSON MLP INVESTMENT COMPANY
SCHEDULE OF INVESTMENTS
MAY 31, 2010
(amounts in 000s, except number of option contracts)
(UNAUDITED)
|
|
|
|
|
|
|
|
|
|
|
No. of |
|
|
|
|
Description |
|
Shares/Units |
|
|
Value |
|
Propane MLP 9.3% |
|
|
|
|
|
|
|
|
Inergy, L.P. |
|
|
3,252 |
|
|
$ |
118,803 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shipping MLP 7.4% |
|
|
|
|
|
|
|
|
Capital Product Partners L.P. |
|
|
1,283 |
|
|
|
9,648 |
|
Navios Maritime Partners L.P. |
|
|
1,410 |
|
|
|
22,260 |
|
Teekay LNG Partners L.P. |
|
|
1,121 |
|
|
|
32,388 |
|
Teekay Offshore Partners L.P. |
|
|
1,029 |
|
|
|
20,129 |
|
Teekay Tankers Ltd. |
|
|
936 |
|
|
|
10,253 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
94,678 |
|
|
|
|
|
|
|
|
|
Upstream MLP 1.0% |
|
|
|
|
|
|
|
|
EV Energy Partners, L.P. |
|
|
135 |
|
|
|
3,940 |
|
Legacy Reserves LP |
|
|
404 |
|
|
|
9,046 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,986 |
|
|
|
|
|
|
|
|
|
Coal MLP 0.6% |
|
|
|
|
|
|
|
|
Alliance Resource Partners, L.P |
|
|
82 |
|
|
|
3,727 |
|
Natural Resource Partners L.P. |
|
|
88 |
|
|
|
1,972 |
|
Penn Virginia Resource Partners, L.P. |
|
|
68 |
|
|
|
1,422 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,121 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Equity Investments (Cost $1,421,693) |
|
|
|
|
|
|
1,989,556 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest |
|
|
Maturity |
|
|
Principal |
|
|
|
|
|
|
|
Rate |
|
|
Date |
|
|
Amount |
|
|
|
|
|
Energy Debt Investments 3.2% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Midstream MLP (b) 1.5% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Crosstex Energy, L.P. |
|
|
8.875 |
% |
|
|
2/15/18 |
|
|
$ |
15,000 |
|
|
|
14,775 |
|
Niska Gas Storage U.S., LLC |
|
|
8.875 |
|
|
|
3/15/18 |
|
|
|
5,000 |
|
|
|
5,025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
19,800 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Upstream MLP(b) 1.3% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Atlas Energy Resources, LLC |
|
|
12.125 |
|
|
|
8/1/17 |
|
|
|
9,000 |
|
|
|
9,990 |
|
Atlas Energy Resources, LLC |
|
|
10.750 |
|
|
|
2/1/18 |
|
|
|
6,000 |
|
|
|
6,360 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
16,350 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Coal MLP 0.4% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Clearwater Natural Resources, LP(d)(h)(i) |
|
|
N/A |
|
|
|
12/3/09 |
|
|
|
13,601 |
|
|
|
4,760 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Energy Debt Investments (Cost $47,914) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
40,910 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Long-Term Investments (Cost $1,469,607) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,030,466 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to financial statements.
7
KAYNE ANDERSON MLP INVESTMENT COMPANY
SCHEDULE OF INVESTMENTS
MAY 31, 2010
(amounts in 000s, except number of option contracts)
(UNAUDITED)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest |
|
|
Maturity |
|
|
|
|
Description |
|
Rate |
|
|
Date |
|
|
Value |
|
Short-Term Investment 2.1% |
|
|
|
|
|
|
|
|
|
|
|
|
Repurchase Agreement 2.1% |
|
|
|
|
|
|
|
|
|
|
|
|
J.P. Morgan Securities
Inc. (Agreement dated
5/28/10 to be
repurchased at
$26,983),
collateralized by
$27,516 in
U.S. Treasury bill
(Cost $26,983) |
|
|
0.120 |
% |
|
|
6/1/10 |
|
|
$ |
26,983 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Investments 161.0% (Cost $1,496,590) |
|
|
|
|
|
|
|
|
|
|
2,057,449 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
No. of |
|
|
|
|
|
|
|
Contracts |
|
|
|
|
|
Liabilities |
|
|
|
|
|
|
|
|
|
Call Option Contracts Written(d) |
|
|
|
|
|
|
|
|
Midstream MLP |
|
|
|
|
|
|
|
|
Copano Energy, L.L.C., call option expiring 6/19/10 @ $25.00 |
|
|
900 |
|
|
|
(50 |
) |
Enbridge Energy Partners L.P., call option expiring 6/19/210 @ $50.00 |
|
|
1,024 |
|
|
|
(92 |
) |
Enterprise Products Partners L.P., call option expiring 6/19/10 @ $35.00 |
|
|
800 |
|
|
|
(28 |
) |
TC PipeLines, LP, call option expiring 6/19/10 @ $35.00 |
|
|
1,499 |
|
|
|
(476 |
) |
|
|
|
|
|
|
|
|
Total Call Option Contracts Written (Premiums Received $292) |
|
|
|
|
|
|
(646 |
) |
Senior Unsecured Notes |
|
|
|
|
|
|
(480,000 |
) |
Mandatory Redeemable Preferred Stock at Redemption Value |
|
|
|
|
|
|
(110,000 |
) |
Deferred Tax Liability |
|
|
|
|
|
|
(179,275 |
) |
Other Liabilities |
|
|
|
|
|
|
(19,924 |
) |
|
|
|
|
|
|
|
|
Total Liabilities |
|
|
|
|
|
|
(789,845 |
) |
Other Assets |
|
|
|
|
|
|
10,416 |
|
|
|
|
|
|
|
|
|
Total Liabilities in Excess of Other Assets |
|
|
|
|
|
|
(779,429 |
) |
|
|
|
|
|
|
|
|
Net Assets Applicable to Common Stockholders |
|
|
|
|
|
$ |
1,278,020 |
|
|
|
|
|
|
|
|
|
|
|
|
(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. |
|
(d) |
|
Security is non-income producing. |
|
(e) |
|
Security is currently not paying cash distributions but is expected to pay cash distributions
within the next 12 months. |
|
(f) |
|
The Company believes that it is an affiliate of PAA Natural Gas Storage, L.P. and Plains All
American, L.P. See Note 5 Agreements and Affiliations. |
|
(g) |
|
Distributions are paid in-kind. |
|
(h) |
|
Fair valued securities, restricted from public sale. See Notes 2, 3 and 7. |
See accompanying notes to financial statements.
8
KAYNE ANDERSON MLP INVESTMENT COMPANY
SCHEDULE OF INVESTMENTS
MAY 31, 2010
(amounts in 000s, except number of option contracts)
(UNAUDITED)
|
|
|
(i) |
|
Clearwater Natural Resources, LP is a privately-held MLP that the Company believes is a
controlled affiliate. On January 12, 2010, Clearwater closed on the sale of all of its
reserves and a substantial portion of its operating assets to International Resource Partners,
L.P. (IRP). On March 16, 2010, the Bankruptcy Court confirmed Clearwaters plan of
reorganization (including such sale of assets to IRP). As part of Clearwaters plan of
reorganization, 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. Pursuant to the plan of
reorganization, the Company will not receive any consideration for its equity investment in
Clearwater or CNR GP Holdco, LLC. 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 May 31, 2010, 2010. 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 May 31, 2010, and believes it is a controlled affiliate. See
Notes 3, 5 and 7. |
See accompanying notes to financial statements.
9
KAYNE ANDERSON MLP INVESTMENT COMPANY
STATEMENT OF ASSETS AND LIABILITIES
MAY 31, 2010
(amounts in 000s, except share and per share amounts)
(UNAUDITED)
|
|
|
|
|
ASSETS |
|
|
|
|
Investments at fair value: |
|
|
|
|
Non-affiliated (Cost $1,300,290) ` |
|
$ |
1,854,347 |
|
Affiliated (Cost $81,685) |
|
|
171,359 |
|
Controlled (Cost $87,632) |
|
|
4,760 |
|
Repurchase agreement (Cost $26,983) |
|
|
26,983 |
|
|
|
|
|
Total investments (Cost $1,496,590) |
|
|
2,057,449 |
|
Deposits with brokers |
|
|
1,705 |
|
Receivable for securities sold |
|
|
2,815 |
|
Interest, dividends and distributions receivable |
|
|
1,097 |
|
Deferred debt issuance and preferred stock offering costs and other assets, net |
|
|
4,799 |
|
|
|
|
|
Total Assets |
|
|
2,067,865 |
|
|
|
|
|
|
|
|
|
|
LIABILITIES |
|
|
|
|
Payable for securities purchased |
|
|
2,987 |
|
Investment management fee payable |
|
|
6,929 |
|
Accrued directors fees and expenses |
|
|
46 |
|
Call option contracts written (Premiums received $292) |
|
|
646 |
|
Accrued expenses and other liabilities |
|
|
9,962 |
|
Deferred tax liability |
|
|
179,275 |
|
Senior Unsecured Notes |
|
|
480,000 |
|
Mandatory Redeemable Preferred Stock, $25.00 liquidation value per share (4,400,000 shares issued
and outstanding) |
|
|
110,000 |
|
|
|
|
|
Total Liabilities |
|
|
789,845 |
|
|
|
|
|
|
|
|
|
|
NET ASSETS APPLICABLE TO COMMON STOCKHOLDERS |
|
$ |
1,278,020 |
|
|
|
|
|
|
|
|
|
|
NET ASSETS APPLICABLE TO COMMON STOCKHOLDERS CONSIST OF |
|
|
|
|
Common stock, $0.001 par value (58,355,112 shares issued and outstanding, 199,990,000 shares
authorized) |
|
$ |
58 |
|
Paid-in capital |
|
|
995,191 |
|
Accumulated net investment loss, net of income taxes, less dividends |
|
|
(139,132 |
) |
Accumulated realized gains on investments and interest rate swap contracts, net of income taxes |
|
|
70,747 |
|
Net unrealized gains on investments and options, net of income taxes |
|
|
351,156 |
|
|
|
|
|
NET ASSETS APPLICABLE TO COMMON STOCKHOLDERS |
|
$ |
1,278,020 |
|
|
|
|
|
|
|
|
|
|
NET ASSET VALUE PER COMMON SHARE |
|
$ |
21.90 |
|
|
|
|
|
See accompanying notes to financial statements.
10
KAYNE ANDERSON MLP INVESTMENT COMPANY
STATEMENT OF OPERATIONS
(amounts in 000s)
(UNAUDITED)
|
|
|
|
|
|
|
|
|
|
|
For the Three |
|
|
For the Six |
|
|
|
Months Ended |
|
|
Months Ended |
|
|
|
May 31, 2010 |
|
|
May 31, 2010 |
|
INVESTMENT INCOME |
|
|
|
|
|
|
|
|
Income |
|
|
|
|
|
|
|
|
Dividends and distributions: |
|
|
|
|
|
|
|
|
Non-affiliated investments |
|
$ |
30,269 |
|
|
$ |
58,679 |
|
Affiliated investments |
|
|
2,689 |
|
|
|
5,357 |
|
|
|
|
|
|
|
|
Total dividends and distributions |
|
|
32,958 |
|
|
|
64,036 |
|
Return of capital |
|
|
(29,240 |
) |
|
|
(56,551 |
) |
|
|
|
|
|
|
|
Net dividends and distributions |
|
|
3,718 |
|
|
|
7,485 |
|
Interest |
|
|
1,022 |
|
|
|
1,801 |
|
|
|
|
|
|
|
|
Total Investment Income |
|
|
4,740 |
|
|
|
9,286 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses |
|
|
|
|
|
|
|
|
Investment management fees |
|
|
6,928 |
|
|
|
12,916 |
|
Administration fees |
|
|
230 |
|
|
|
431 |
|
Professional fees |
|
|
251 |
|
|
|
395 |
|
Custodian fees |
|
|
68 |
|
|
|
124 |
|
Reports to stockholders |
|
|
47 |
|
|
|
90 |
|
Directors fees |
|
|
46 |
|
|
|
100 |
|
Insurance |
|
|
46 |
|
|
|
91 |
|
Other expenses |
|
|
214 |
|
|
|
402 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Expenses Before Interest Expense, Preferred Distributions and Taxes |
|
|
7,830 |
|
|
|
14,549 |
|
Interest expense and amortization of debt issuance costs |
|
|
5,643 |
|
|
|
10,949 |
|
Distributions on mandatory redeemable preferred stock and amortization of offering costs |
|
|
441 |
|
|
|
441 |
|
|
|
|
|
|
|
|
Total Expenses Before Taxes |
|
|
13,914 |
|
|
|
25,939 |
|
|
|
|
|
|
|
|
Net Investment Loss Before Taxes |
|
|
(9,174 |
) |
|
|
(16,653 |
) |
Deferred tax benefit |
|
|
3,232 |
|
|
|
5,999 |
|
|
|
|
|
|
|
|
Net Investment Loss |
|
|
(5,942 |
) |
|
|
(10,654 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
REALIZED AND UNREALIZED GAINS/(LOSSES) |
|
|
|
|
|
|
|
|
Net Realized Gains/(Losses) |
|
|
|
|
|
|
|
|
Investments |
|
|
19,558 |
|
|
|
31,426 |
|
Options |
|
|
405 |
|
|
|
389 |
|
Payments on interest rate swap contracts |
|
|
(424 |
) |
|
|
(664 |
) |
Deferred tax expense |
|
|
(7,230 |
) |
|
|
(11,526 |
) |
|
|
|
|
|
|
|
Net Realized Gains |
|
|
12,309 |
|
|
|
19,625 |
|
|
|
|
|
|
|
|
Net Change in Unrealized Gains/(Losses) |
|
|
|
|
|
|
|
|
Investments |
|
|
2,519 |
|
|
|
204,746 |
|
Options |
|
|
(315 |
) |
|
|
528 |
|
Interest rate swap contracts |
|
|
416 |
|
|
|
205 |
|
Deferred tax expense |
|
|
(969 |
) |
|
|
(76,027 |
) |
|
|
|
|
|
|
|
Net Change in Unrealized Gains |
|
|
1,651 |
|
|
|
129,452 |
|
|
|
|
|
|
|
|
Net Realized and Unrealized Gains |
|
|
13,960 |
|
|
|
149,077 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS |
|
|
8,018 |
|
|
|
138,423 |
|
Distributions on Auction Rate Preferred Stock |
|
|
(98 |
) |
|
|
(177 |
) |
|
|
|
|
|
|
|
NET INCREASE IN NET ASSETS APPLICABLE TO COMMON
STOCKHOLDERS RESULTING FROM OPERATIONS |
|
$ |
7,920 |
|
|
$ |
138,246 |
|
|
|
|
|
|
|
|
See accompanying notes to financial statements.
11
KAYNE ANDERSON MLP INVESTMENT COMPANY
STATEMENT OF CHANGES IN NET ASSETS APPLICABLE TO COMMON STOCKHOLDERS
(amounts in 000s, except share amounts)
|
|
|
|
|
|
|
|
|
|
|
For the Six |
|
|
|
|
|
|
Months Ended |
|
|
For the Fiscal |
|
|
|
May 31, 2010 |
|
|
Year Ended |
|
|
|
(Unaudited) |
|
|
November 30, 2009 |
|
OPERATIONS |
|
|
|
|
|
|
|
|
Net investment loss, net of tax (1) |
|
$ |
(10,654 |
) |
|
$ |
(15,388 |
) |
Net realized gains/(losses), net of tax |
|
|
19,625 |
|
|
|
(18,431 |
) |
Net change in unrealized gains, net of tax |
|
|
129,452 |
|
|
|
369,027 |
|
|
|
|
|
|
|
|
Net Increase in Net Assets Resulting from Operations |
|
|
138,423 |
|
|
|
335,208 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DIVIDENDS/DISTRIBUTIONS TO AUCTION RATE PREFERRED STOCKHOLDERS |
|
|
|
|
|
|
|
|
Dividends |
|
|
(177 |
)(2) |
|
|
|
|
Distributions return of capital |
|
|
|
|
|
|
(539 |
) (3) |
|
|
|
|
|
|
|
Dividends/Distributions to Preferred Stockholders |
|
|
(177 |
) |
|
|
(539 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DIVIDENDS/DISTRIBUTIONS TO COMMON STOCKHOLDERS |
|
|
|
|
|
|
|
|
Dividends |
|
|
(8,794 |
)(2) |
|
|
|
|
Distributions return of capital |
|
|
(43,861 |
)(2) |
|
|
(89,586 |
) (3) |
|
|
|
|
|
|
|
Dividends/Distributions to Common Stockholders |
|
|
(52,655 |
) |
|
|
(89,586 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CAPITAL STOCK TRANSACTIONS |
|
|
|
|
|
|
|
|
Proceeds from common stock public offerings of 6,291,600 and 6,223,700 shares of common
stock, respectively |
|
|
148,545 |
|
|
|
126,030 |
|
Underwriting discounts and offering expenses associated with the issuance of
common stock |
|
|
(6,146 |
) |
|
|
(5,524 |
) |
Issuance of 483,971 and 1,179,655 shares of common stock from reinvestment of distributions, respectively |
|
|
11,753 |
|
|
|
21,532 |
|
|
|
|
|
|
|
|
Net Increase in Net Assets Applicable to Common Stockholders from
Capital Stock Transactions |
|
|
154,152 |
|
|
|
142,038 |
|
|
|
|
|
|
|
|
Total Increase in Net Assets Applicable to Common Stockholders |
|
|
239,743 |
|
|
|
387,121 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET ASSETS ATTRIBUTABLE TO COMMON STOCKHOLDERS |
|
|
|
|
|
|
|
|
Beginning of period |
|
|
1,038,277 |
|
|
|
651,156 |
|
|
|
|
|
|
|
|
End of period |
|
$ |
1,278,020 |
|
|
$ |
1,038,277 |
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Distributions on the
Companys mandatory redeemable preferred stock
are treated as an operating expense under GAAP and are included in the calculation of net investment
loss. See Note 2 Significant Accounting Policies. As of
May 31, 2010, the Company estimates that all of the distributions paid
to mandatory redeemable preferred stockholders will a dividend (ordinary income). This estimate is based on the Companys operating results during
the period. The actual characterization of the mandatory redeemable preferred stock and distributions made
during the period will not be determinable until after the end of the fiscal year when the Company
can determine earnings and profits and,
therefore, the characterization may differ from the preliminary estimates.
|
|
(2) |
|
This is an estimate of the characterization of the distributions paid to auction rate preferred stockholders
and common
stockholders for the six months ended May 31, 2010 as either a dividend (ordinary income) or
distribution (return of capital). This estimate is based on the Companys operating results during
the period. The actual characterization of the auction rate preferred stock and common stock distributions made
during the period will not be determinable until after the end of the fiscal year when the Company
can determine earnings and profits and,
therefore, the characterization may differ from the preliminary estimates. |
|
(3) |
|
All distributions paid to auction rate preferred stockholders and common stockholders for the fiscal year
ended November 30, 2009 were characterized as distributions (return of capital). This characterization is based on
the Companys earnings and profits. |
See accompanying notes to financial statements.
12
KAYNE ANDERSON MLP INVESTMENT COMPANY
STATEMENT OF CASH FLOWS
FOR THE SIX MONTHS ENDED MAY 31, 2010
(amounts in 000s)
(UNAUDITED)
|
|
|
|
|
CASH FLOWS FROM OPERATING ACTIVITIES |
|
|
|
|
Net increase in net assets resulting from operations |
|
$ |
138,423 |
|
Adjustments to reconcile net increase in net assets resulting from operations to net cash used in operating activities: |
|
|
|
|
Net deferred tax expense |
|
|
81,554 |
|
Return of capital distributions |
|
|
56,551 |
|
Net realized gains |
|
|
(31,151 |
) |
Unrealized gains on investments, interest rate swap contracts and options written |
|
|
(205,479 |
) |
Accretion of bond discount, net |
|
|
(57 |
) |
Purchase of investments |
|
|
(415,335 |
) |
Proceeds from sale of investments |
|
|
154,171 |
|
Proceeds from sale of short-term investments, net |
|
|
(20,643 |
) |
Decrease in option contracts written, net |
|
|
(203 |
) |
Increase in deposits with brokers |
|
|
(1,152 |
) |
Increase in receivable for securities sold |
|
|
(2,045 |
) |
Increase in interest, dividends and distributions receivable |
|
|
(203 |
) |
Decrease in income tax receivable |
|
|
63 |
|
Amortization of deferred debt issuance costs |
|
|
597 |
|
Amortization of mandatory redeemable preferred stock issuance costs |
|
|
15 |
|
Decrease in other assets, net |
|
|
(67 |
) |
Decrease in payable for securities purchased |
|
|
(2,541 |
) |
Increase in investment management fee payable |
|
|
1,949 |
|
Increase in accrued directors fees and expenses |
|
|
2 |
|
Increase in accrued expenses and other liabilities |
|
|
1,690 |
|
|
|
|
|
Net Cash Used in Operating Activities |
|
|
(243,861 |
) |
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES |
|
|
|
|
Issuance of shares of common stock, net of offering costs |
|
|
142,399 |
|
Proceeds from issuance of senior unsecured notes |
|
|
110,000 |
|
Proceeds from issuance on mandatory redeemable preferred stock |
|
|
110,000 |
|
Redemption of auction rate preferred stock |
|
|
(75,000 |
) |
Offering
costs associated with the mandatory redeemable preferred stock |
|
|
(1,517 |
) |
Offering costs associated with revolving credit facility |
|
|
(36 |
) |
Offering
costs associated with issuance of senior unsecured notes |
|
|
(906 |
) |
Cash distributions paid to preferred stockholders |
|
|
(177 |
) |
Cash distributions paid to common stockholders |
|
|
(40,902 |
) |
|
|
|
|
Net Cash Provided by Financing Activities |
|
|
243,861 |
|
|
|
|
|
NET CHANGE IN CASH |
|
|
|
|
CASH BEGINNING OF PERIOD |
|
|
|
|
|
|
|
|
CASH END OF PERIOD |
|
$ |
|
|
|
|
|
|
Supplemental disclosure of cash flow information:
Non-cash financing activities not included herein consist of reinvestment of distributions of
$11,753 pursuant to the Companys dividend reinvestment plan. During the six months ended May 31,
2010, the Company received federal and state income tax refunds of $60 and interest paid was
$8,970.
See accompanying notes to financial statements.
13
KAYNE ANDERSON MLP INVESTMENT COMPANY
FINANCIAL HIGHLIGHTS
(amounts in 000s, except share and per share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Period |
|
|
|
For the Six |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 28, |
|
|
|
Months Ended |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004(1) |
|
|
|
May 31, |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
through |
|
|
|
2010 |
|
|
For the Fiscal Year Ended November 30, |
|
|
November 30, |
|
|
|
(Unaudited) |
|
|
2009 |
|
|
2008 |
|
|
2007 |
|
|
2006 |
|
|
2005 |
|
|
2004 |
|
Per Share of Common Stock(2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net asset value, beginning of period |
|
$ |
20.13 |
|
|
$ |
14.74 |
|
|
$ |
30.08 |
|
|
$ |
28.99 |
|
|
$ |
25.07 |
|
|
$ |
23.91 |
|
|
$ |
23.70 |
(3) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income/(loss) |
|
|
(0.19 |
) |
|
|
(0.33 |
) |
|
|
(0.73 |
) |
|
|
(0.73 |
) |
|
|
(0.62 |
) |
|
|
(0.17 |
) |
|
|
0.02 |
|
Net realized and unrealized gain/(loss) |
|
|
2.80 |
|
|
|
7.50 |
|
|
|
(12.56 |
) |
|
|
3.58 |
|
|
|
6.39 |
|
|
|
2.80 |
|
|
|
0.19 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
income/(loss) from operations |
|
|
2.61 |
|
|
|
7.17 |
|
|
|
(13.29 |
) |
|
|
2.85 |
|
|
|
5.77 |
|
|
|
2.63 |
|
|
|
0.21 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Auction Rate Preferred Dividends (4) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(0.10 |
) |
|
|
|
|
|
|
(0.05 |
) |
|
|
|
|
Auction Rate Preferred Distributions return
of capital (4) |
|
|
|
|
|
|
(0.01 |
) |
|
|
(0.10 |
) |
|
|
|
|
|
|
(0.10 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total dividends and distributions Auction
Rate Preferred |
|
|
|
|
|
|
(0.01 |
) |
|
|
(0.10 |
) |
|
|
(0.10 |
) |
|
|
(0.10 |
) |
|
|
(0.05 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Dividends (4) |
|
|
(0.16 |
) |
|
|
|
|
|
|
|
|
|
|
(0.09 |
) |
|
|
|
|
|
|
(0.13 |
) |
|
|
|
|
Common Distributions return of capital
(4) |
|
|
(0.80 |
) |
|
|
(1.94 |
) |
|
|
(1.99 |
) |
|
|
(1.84 |
) |
|
|
(1.75 |
) |
|
|
(1.37 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total dividends and distributions Common |
|
|
(0.96 |
) |
|
|
(1.94 |
) |
|
|
(1.99 |
) |
|
|
(1.93 |
) |
|
|
(1.75 |
) |
|
|
(1.50 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Underwriting discounts and offering costs on
the issuance of auction rate preferred stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(0.03 |
) |
|
|
|
|
Anti-dilutive effect due to issuance of common
stock |
|
|
0.11 |
|
|
|
0.12 |
|
|
|
|
|
|
|
0.26 |
|
|
|
|
|
|
|
0.11 |
|
|
|
|
|
Anti-dilutive effect due to shares issued in
reinvestment of dividends |
|
|
0.01 |
|
|
|
0.05 |
|
|
|
0.04 |
|
|
|
0.01 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total capital stock transactions |
|
|
0.12 |
|
|
|
0.17 |
|
|
|
0.04 |
|
|
|
0.27 |
|
|
|
|
|
|
|
0.08 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net asset value, end of period |
|
$ |
21.90 |
|
|
$ |
20.13 |
|
|
$ |
14.74 |
|
|
$ |
30.08 |
|
|
$ |
28.99 |
|
|
$ |
25.07 |
|
|
$ |
23.91 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Market value per share of common stock, end of
period |
|
$ |
25.25 |
|
|
$ |
24.43 |
|
|
$ |
13.37 |
|
|
$ |
28.27 |
|
|
$ |
31.39 |
|
|
$ |
24.33 |
|
|
$ |
24.90 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total investment return based on common stock
market value(5) |
|
|
7.5 |
%(6) |
|
|
103.0 |
% |
|
|
(48.8 |
)% |
|
|
(4.4 |
)% |
|
|
37.9 |
% |
|
|
3.7 |
% |
|
|
(0.4 |
)%(6) |
Supplemental Data and Ratios(7) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net assets applicable to common stockholders, end
of period |
|
$ |
1,278,020 |
|
|
$ |
1,038,277 |
|
|
$ |
651,156 |
|
|
$ |
1,300,030 |
|
|
$ |
1,103,392 |
|
|
$ |
932,090 |
|
|
$ |
792,836 |
|
Ratio of Expenses to Average Net Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Management fees |
|
|
2.1 |
% |
|
|
2.1 |
% |
|
|
2.2 |
% |
|
|
2.3 |
% |
|
|
3.2 |
% |
|
|
1.2 |
% |
|
|
0.8 |
% |
Other expenses |
|
|
0.3 |
|
|
|
0.4 |
|
|
|
0.3 |
|
|
|
0.2 |
|
|
|
0.2 |
|
|
|
0.3 |
|
|
|
0.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subtotal |
|
|
2.4 |
|
|
|
2.5 |
|
|
|
2.5 |
|
|
|
2.5 |
|
|
|
3.4 |
|
|
|
1.5 |
|
|
|
1.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
expense and distributions on mandatory
redeemable preferred stock |
|
|
1.9 |
|
|
|
2.5 |
|
|
|
3.4 |
|
|
|
2.3 |
|
|
|
1.7 |
|
|
|
0.8 |
|
|
|
0.0 |
|
Income tax expense |
|
|
13.3 |
|
|
|
25.4 |
|
|
|
|
(8) |
|
|
3.5 |
|
|
|
13.8 |
|
|
|
6.4 |
|
|
|
3.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total expenses |
|
|
17.6 |
% |
|
|
30.4 |
% |
|
|
5.9 |
% |
|
|
8.3 |
% |
|
|
18.9 |
% |
|
|
8.7 |
% |
|
|
4.7 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratio of net investment income/(loss) to average
net assets |
|
|
(1.7 |
)% |
|
|
(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 |
|
|
11.3 |
%(6) |
|
|
43.2 |
% |
|
|
(51.2 |
)% |
|
|
7.3 |
% |
|
|
21.7 |
% |
|
|
10.0 |
% |
|
|
0.9 |
%(6) |
Portfolio turnover rate |
|
|
8.1 |
%(6) |
|
|
28.9 |
% |
|
|
6.7 |
% |
|
|
10.6 |
% |
|
|
10.0 |
% |
|
|
25.6 |
% |
|
|
11.8 |
%(6) |
Average net assets |
|
$ |
1,225,646 |
|
|
$ |
774,999 |
|
|
$ |
1,143,192 |
|
|
$ |
1,302,425 |
|
|
$ |
986,908 |
|
|
$ |
870,672 |
|
|
$ |
729,280 |
|
Senior Notes outstanding, end of period |
|
|
480,000 |
|
|
|
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.
14
KAYNE ANDERSON MLP INVESTMENT COMPANY
FINANCIAL HIGHLIGHTS
(amounts in 000s, except share and per share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Period |
|
|
|
For the Six |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 28, |
|
|
|
Months Ended |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004(1) through |
|
|
|
May 31, 2010 |
|
|
For the Fiscal Year Ended November 30, |
|
|
November 30, |
|
|
|
(Unaudited) |
|
|
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 |
|
|
|
|
|
Mandatory Redeemable Preferred Stock, end of period |
|
$ |
110,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average shares of common stock outstanding |
|
|
56,570,072 |
|
|
|
46,894,632 |
|
|
|
43,671,666 |
|
|
|
41,134,949 |
|
|
|
37,638,314 |
|
|
|
34,077,731 |
|
|
|
33,165,900 |
|
Asset coverage of total debt(9) |
|
|
389.2 |
% |
|
|
400.9 |
% |
|
|
338.9 |
% |
|
|
328.4 |
% |
|
|
449.7 |
% |
|
|
487.3 |
% |
|
|
|
|
Asset coverage of total leverage (debt and
preferred stock)(10) |
|
|
316.6 |
% |
|
|
333.3 |
% |
|
|
271.8 |
% |
|
|
292.0 |
% |
|
|
367.8 |
% |
|
|
378.2 |
% |
|
|
|
|
Average amount of borrowings per share of common
stock during the period(2) |
|
$ |
7.35 |
|
|
$ |
6.79 |
|
|
$ |
11.52 |
|
|
$ |
12.14 |
|
|
$ |
8.53 |
|
|
$ |
5.57 |
|
|
|
|
|
|
|
|
(1) |
|
Commencement of operations. |
|
(2) |
|
Based on average shares of common stock outstanding. |
|
(3) |
|
Initial public offering price of $25.00 per share less underwriting discounts of $1.25 per
share and offering costs of $0.05 per share. |
|
(4) |
|
The information presented for the six months ended May 31, 2010 is an estimate of the
characterization of the distribution paid and is based on the Companys operating results
during the period. The information presented for each other period is an actual
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 assumes 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) |
|
For the year ended November 30, 2008, the Company accrued deferred income tax benefits of
$339,991 (29.7% of average net assets) primarily related to unrealized losses on investments.
Realization of a deferred tax benefit is dependent on whether there will be sufficient taxable
income of the appropriate character within the carryforward periods to realize a portion or
all of the deferred tax benefit. No deferred income tax benefit has been included for the purpose of
calculating total expense. |
|
(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) 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.
15
KAYNE ANDERSON MLP INVESTMENT COMPANY
NOTES TO FINANCIAL STATEMENTS
MAY 31, 2010
(amounts in 000s, except share and per share amounts)
(UNAUDITED)
1. Organization
Kayne Anderson MLP Investment Company (the Company) was organized as a Maryland corporation
on June 4, 2004, and is a non-diversified closed-end management investment company registered under
the Investment Company Act of 1940, as amended (the 1940 Act). The Companys investment objective
is to obtain a high after-tax total return by investing at least 85% of its net assets plus any
borrowings (total assets) in energy-related master limited partnerships and their affiliates
(collectively, MLPs), and in other companies that, as their principal business, operate assets
used in the gathering, transporting, processing, storing, refining, distributing, mining or
marketing of natural gas, natural gas liquids (including propane), crude oil, refined petroleum
products or coal (collectively with MLPs, Midstream Energy Companies). The Company commenced
operations on September 28, 2004. The Companys shares of common stock are listed on the New York
Stock Exchange, Inc. (NYSE) under the symbol KYN.
2. Significant Accounting Policies
A. Use of Estimates The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America (GAAP) requires management to make
estimates and assumptions that affect the reported amount of assets and liabilities and disclosure
of contingent assets and liabilities as of 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. 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.
C. 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 ask 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.
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.
16
KAYNE ANDERSON MLP INVESTMENT COMPANY
NOTES TO FINANCIAL STATEMENTS
MAY 31, 2010
(amounts in 000s, except share and per share amounts)
(UNAUDITED)
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 fair 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 May 31, 2010, the Company held 0.4% of its net assets applicable to common stockholders
(0.2% of total assets) in securities valued at fair value, as determined pursuant to procedures
adopted by the Board of Directors, with fair value of $4,760. See Note 7 Restricted Securities.
D. 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.
17
KAYNE ANDERSON MLP INVESTMENT COMPANY
NOTES TO FINANCIAL STATEMENTS
MAY 31, 2010
(amounts in 000s, except share and per share amounts)
(UNAUDITED)
E. 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 May 31, 2010, the
Company had no open short sales.
F. 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.
G. 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.
The following table sets forth the Companys estimated total return of capital portion of the
distributions received from its investments. The return of capital portion of the distributions is
a reduction to investment income, results in an equivalent reduction in the cost basis of the
associated investments and increases Net Realized Gains and Net Change in Unrealized Gains in each
of the periods presented below.
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Six Months Ended |
|
|
|
May 31, 2010 |
|
|
May 31, 2010 |
|
Estimated return of capital portion of distributions received |
|
|
89 |
% |
|
|
88 |
% |
Return of capital attributable to Net Realized Gains |
|
$ |
4,677 |
|
|
$ |
7,912 |
|
Return of capital attributable to Net Change in Unrealized Gains |
|
|
24,563 |
|
|
|
48,639 |
|
|
|
|
|
|
|
|
Total return of capital |
|
$ |
29,240 |
|
|
$ |
56,551 |
|
|
|
|
|
|
|
|
H. 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 accretion of a
discount and amortization of premiums are based on the effective interest method. 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. To the extent that par value is not
expected to be realized, the Company discontinues accruing the non-cash accretion of the discount
to par value of the debt security.
During the three and six months ended May 31, 2010, the Company did not record any interest
income related to its investment in Clearwater Natural Resources, LP (Clearwater). Since the
second quarter of 2009, the Company has not accrued interest income on its investment in
Clearwater.
18
KAYNE ANDERSON MLP INVESTMENT COMPANY
NOTES TO FINANCIAL STATEMENTS
MAY 31, 2010
(amounts in 000s, except share and per share amounts)
(UNAUDITED)
The Companys stock dividends and distributions 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. During the three and six months ended May 31, 2010, the Company received the following stock
dividends from Enbridge Energy Management, L.L.C. and Kinder Morgan Management, LLC.
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Six Months Ended |
|
|
|
May 31, 2010 |
|
|
May 31, 2010 |
|
Enbridge
Energy Management, L.L.C. |
|
$ |
768 |
|
|
$ |
1,508 |
|
Kinder Morgan Management, LLC |
|
|
2,627 |
|
|
|
4,891 |
|
|
|
|
|
|
|
|
Total stock dividends |
|
$ |
3,395 |
|
|
$ |
6,399 |
|
|
|
|
|
|
|
|
I. Distributions to Stockholders Distributions to common stockholders are recorded on the
ex-dividend date. Distributions to Mandatory redeemable preferred stockholders are
accrued on a daily basis as described in Note 12 Preferred
Stock. As required by the Distinguishing Liabilities from Equity topic of the FASB
Accounting Standards Codification, the Company includes the accrued
distributions on its mandatory redeemable preferred stock as an operating
expense due to the fixed term of this obligation. 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, the characterization may
differ from the preliminary estimates.
J. 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.
K. 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 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 Financial Accounting Standards
Board (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
May 31, 2010, 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.
19
KAYNE ANDERSON MLP INVESTMENT COMPANY
NOTES TO FINANCIAL STATEMENTS
MAY 31, 2010
(amounts in 000s, except share and per share amounts)
(UNAUDITED)
L. Derivative Financial Instruments The Company may utilize derivative financial instruments
in its operations.
Interest
rate swap contracts. The Company may use 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
defaults, the Company would not be able to use the anticipated net receipts under the interest rate
swap 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.
M. 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.
20
KAYNE ANDERSON MLP INVESTMENT COMPANY
NOTES TO FINANCIAL STATEMENTS
MAY 31, 2010
(amounts in 000s, except share and per share amounts)
(UNAUDITED)
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 May 31, 2010. 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 |
|
$ |
1,989,556 |
|
|
$ |
1,989,556 |
|
|
$ |
|
|
|
$ |
|
|
Energy debt investments |
|
|
40,910 |
|
|
|
|
|
|
|
36,150 |
|
|
|
4,760 |
|
Repurchase agreement |
|
|
26,983 |
|
|
|
|
|
|
|
26,983 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets at fair value |
|
$ |
2,057,449 |
|
|
$ |
1,989,556 |
|
|
$ |
63,133 |
|
|
$ |
4,760 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities at Fair Value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option contracts written |
|
$ |
646 |
|
|
$ |
|
|
|
$ |
646 |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(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. |
21
KAYNE ANDERSON MLP INVESTMENT COMPANY
NOTES TO FINANCIAL STATEMENTS
MAY 31, 2010
(amounts in 000s, except share and per share amounts)
(UNAUDITED)
The following table presents the Companys assets measured at fair value on a recurring basis
using significant unobservable inputs (Level 3) for the three and six months ended May 31, 2010.
|
|
|
|
|
|
|
Long-Term |
|
Assets at Fair Value Using Unobservable Inputs (Level 3) |
|
Investments |
|
Balance February 28, 2010 |
|
$ |
4,420 |
|
Transfers out of Level 3 |
|
|
|
|
Realized gains/(losses) |
|
|
|
|
Unrealized gains, net |
|
|
340 |
|
Purchases, issuances or settlements |
|
|
|
|
|
|
|
|
Balance May 31, 2010 |
|
$ |
4,760 |
|
|
|
|
|
|
|
|
|
|
|
|
Long-Term |
|
Assets at Fair Value Using Unobservable Inputs (Level 3) |
|
Investments |
|
Balance November 30, 2009 |
|
$ |
4,080 |
|
Transfers out of Level 3 |
|
|
|
|
Realized gains/(losses) |
|
|
|
|
Unrealized gains, net |
|
|
680 |
|
Purchases, issuances or settlements |
|
|
|
|
|
|
|
|
Balance May 31, 2010 |
|
$ |
4,760 |
|
|
|
|
|
The $340 and $680 of unrealized gains presented in the table above for the three and six
months ended May 31, 2010 related to investments that are still held at May 31, 2010 and the
Company includes these unrealized gains 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 May 31, 2010 and at November 30, 2009.
In January 2010, the FASB issued Accounting Standards Update (ASU) No. 2010-06 Improving
Disclosures about Fair Value Measurements. ASU 2010-06 amends FASB Accounting Standards
Codification Topic, Fair Value Measurements and Disclosures, to require additional disclosures
regarding fair value measurements. Certain disclosures required by ASU No. 2010-06 are effective
for interim and annual reporting periods beginning after December 15, 2009, and other required
disclosures are effective for fiscal years beginning after December 15, 2010, and for interim
periods within those fiscal years. Management is currently evaluating the impact ASU No. 2010-06
will have on its financial statement disclosures.
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.
22
KAYNE ANDERSON MLP INVESTMENT COMPANY
NOTES TO FINANCIAL STATEMENTS
MAY 31, 2010
(amounts in 000s, except share and per share amounts)
(UNAUDITED)
5. Agreements and Affiliations
A. Administration Agreement The Company has entered into an administration agreement with
Ultimus Fund Solutions, LLC (Ultimus). Pursuant to the administration agreement, Ultimus will
provide certain administrative services for the Company. The administration agreement has automatic
one-year renewals unless earlier terminated by either party as provided under the terms of the
administration agreement.
B. 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, 2010, 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 six months ended May 31, 2010, the Company paid management fees at an annual rate of 1.375% of
average total assets.
For purposes of calculating the management fee, the Companys total assets are equal to the
Companys gross asset value (which includes assets attributable to or proceeds from the Companys
use of preferred stock, commercial paper or notes 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.
C. Portfolio Companies From time to time, the Company may control or may be an affiliate
of one or more portfolio companies, each as defined in the 1940 Act. In general, under the 1940
Act, the Company would be presumed to control a portfolio company if the Company owned 25% or
more of its outstanding voting securities 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.
23
KAYNE ANDERSON MLP INVESTMENT COMPANY
NOTES TO FINANCIAL STATEMENTS
MAY 31, 2010
(amounts in 000s, except share and per share amounts)
(UNAUDITED)
Clearwater Natural Resources, LP At May 31, 2010, 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.
On January 12, 2010, Clearwater closed on the sale of all of its reserves and a substantial
portion of its operating assets to International Resource Partners, L.P. (IRP). On March 16,
2010, the Bankruptcy Court confirmed Clearwaters plan of reorganization (including such sale of
assets to IRP). As part of Clearwaters plan of reorganization, 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. Pursuant to the plan of reorganization, the Company will not
receive any consideration for its equity investment in Clearwater or CNR GP Holdco, LLC. See Note
7 Restricted Securities.
Plains
All American, L.P. and PAA Natural Gas Storage, L.P. Robert
V. Sinnott is chief executive officer 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 indirectly 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. and PAA Natural Gas
Storage, L.P. The Company believes that it is an affiliate of
Plains All American Pipeline, L.P. and PAA Natural Gas
Storage, L.P. under the 1940 Act.
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 May 31,
2010 are as follows:
|
|
|
|
|
Deferred tax assets: |
|
|
|
|
Net operating loss carryforwards Federal |
|
$ |
48,168 |
|
Net operating loss carryforwards State |
|
|
3,964 |
|
Capital loss carryforwards |
|
|
48,594 |
|
Other |
|
|
105 |
|
Deferred tax liabilities: |
|
|
|
|
Net unrealized gains on investment securities, interest
rate swap contracts and option contracts |
|
|
(268,368 |
) |
Basis reductions resulting from estimated return of capital |
|
|
(11,738 |
) |
|
|
|
|
Total net deferred tax liability |
|
$ |
(179,275 |
) |
|
|
|
|
At May 31, 2010, the Company had federal net operating loss carryforwards of $142,069
(deferred tax asset of $48,168). 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, $40,950; $52,182; $26,118 and $22,819 of the net
operating loss carryforward will expire in 2026, 2027, 2028 and 2029, respectively. As of May 31,
2010, the Company had federal and state capital loss carryforwards of approximately $131,432
(deferred tax asset of $48,594). If not utilized, $44,623 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 $128,834 (deferred tax asset of $3,964). These state net
operating losses begin to expire in 2011 through 2029.
24
KAYNE ANDERSON MLP INVESTMENT COMPANY
NOTES TO FINANCIAL STATEMENTS
MAY 31, 2010
(amounts in 000s, except share and per share amounts)
(UNAUDITED)
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. 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.
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 three and six months ended May
31, 2010, as follows:
|
|
|
|
|
|
|
|
|
|
|
Three Months |
|
|
Six Months |
|
|
|
Ended |
|
|
Ended |
|
|
|
May 31, 2010 |
|
|
May 31, 2010 |
|
Computed expected federal income tax |
|
$ |
4,545 |
|
|
$ |
76,992 |
|
State income tax, net of federal tax expense |
|
|
268 |
|
|
|
4,408 |
|
Other |
|
|
154 |
|
|
|
154 |
|
|
|
|
|
|
|
|
Total income tax expense |
|
$ |
4,967 |
|
|
$ |
81,554 |
|
|
|
|
|
|
|
|
At May 31, 2010, the cost basis of investments for federal income tax purposes was $1,328,467
and the net cash received on option contracts written was $292. The cost basis of investments
includes a $168,123 reduction in basis attributable to the Companys portion of the allocated
losses from its MLP investments. At May 31, 2010, gross unrealized appreciation and depreciation of
investments and options for federal income tax purposes were as follows:
|
|
|
|
|
Gross unrealized appreciation of investments (including options) |
|
$ |
790,833 |
|
Gross unrealized depreciation of investments (including options) |
|
|
(62,204 |
) |
|
|
|
|
Net unrealized appreciation before tax and interest rate swap contracts |
|
|
728,629 |
|
Net unrealized depreciation on interest rate swap contracts |
|
|
|
|
|
|
|
|
Net unrealized appreciation before tax |
|
$ |
728,629 |
|
|
|
|
|
Net unrealized appreciation after tax |
|
$ |
459,036 |
|
|
|
|
|
25
KAYNE ANDERSON MLP INVESTMENT COMPANY
NOTES TO FINANCIAL STATEMENTS
MAY 31, 2010
(amounts in 000s, except share and per share amounts)
(UNAUDITED)
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 May 31, 2010, the Company held the following restricted investments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Units, |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Percent |
|
|
|
|
|
Acquisition |
|
|
Type of |
|
|
Principal ($) |
|
|
Cost |
|
|
Fair |
|
|
Percent of |
|
|
of Total |
|
Investment |
|
Security |
|
Date |
|
|
Restriction |
|
|
(in 000s) |
|
|
Basis |
|
|
Value |
|
|
Net Assets |
|
|
Assets |
|
Clearwater Natural Resources, L.P. |
|
Common Units |
|
|
(1 |
) |
|
|
(2 |
) |
|
|
3,889 |
|
|
$ |
72,860 |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
Clearwater Natural Resources, L.P. |
|
Unsecured Term Loan |
|
|
(3 |
) |
|
|
(2 |
) |
|
$ |
13,601 |
|
|
|
13,690 |
|
|
|
4,760 |
|
|
|
0.4 |
% |
|
|
0.2 |
% |
CNR GP Holdco, LLC |
|
LLC Interests |
|
|
3/5/08 |
|
|
|
(2 |
) |
|
|
n/a |
|
|
|
1,083 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total of securities valued in
accordance with procedures
established by the Board of
Directors(4) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
87,633 |
|
|
$ |
4,760 |
|
|
|
0.4 |
% |
|
|
0.2 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Niska Gas Storage U.S., LLC |
|
Senior Notes |
|
|
2/26/10 |
|
|
|
(5 |
) |
|
$ |
5,000 |
|
|
$ |
5,022 |
|
|
$ |
5,025 |
|
|
|
0.4 |
% |
|
|
0.2 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total of securities valued by prices
provided by market maker or
independent pricing services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
5,022 |
|
|
$ |
5,025 |
|
|
|
0.4 |
% |
|
|
0.2 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total of all restricted securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
92,655 |
|
|
$ |
9,785 |
|
|
|
0.8 |
% |
|
|
0.4 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
The Company purchased common units on August 1, 2005 and October 2, 2006. |
|
(2) |
|
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. Note 5 Agreements and
Affiliations for a status update. |
|
(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 that are classified as a Level 2. These securities
have 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. |
26
KAYNE ANDERSON MLP INVESTMENT COMPANY
NOTES TO FINANCIAL STATEMENTS
MAY 31, 2010
(amounts in 000s, except share and per share amounts)
(UNAUDITED)
8. Derivative Financial Instruments
Option Contracts Transactions in option contracts for the six months ended May 31, 2010 were
as follows:
|
|
|
|
|
|
|
|
|
|
|
Number of |
|
|
|
|
|
|
Contracts |
|
|
Premium |
|
Put Options Purchased |
|
|
|
|
|
|
|
|
Options outstanding at beginning of period |
|
|
1,386 |
|
|
$ |
89 |
|
Options expired |
|
|
(1,386 |
) |
|
|
(89 |
) |
|
|
|
|
|
|
|
Options outstanding at end of period |
|
|
|
|
|
$ |
|
|
|
|
|
|
|
|
|
Call Options Written |
|
|
|
|
|
|
|
|
Options outstanding at beginning of period |
|
|
7,000 |
|
|
$ |
584 |
|
Options written |
|
|
17,650 |
|
|
|
1,740 |
|
Options subsequently repurchased (1) |
|
|
(5,070 |
) |
|
|
(561 |
) |
Options exercised |
|
|
(13,831 |
) |
|
|
(1,384 |
) |
Options expired |
|
|
(1,526 |
) |
|
|
(87 |
) |
|
|
|
|
|
|
|
Options outstanding at end of period |
|
|
4,223 |
|
|
$ |
292 |
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
The price at which the Company subsequently repurchased the options was $170. |
Interest
Rate Swap Contracts The Company may enter 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 April
22, 2010, the Company terminated $125,000 aggregate notional amount of interest rate swap contract
for $350.
As of May 31, 2010, the Company did not have any interest rate swap contracts outstanding.
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 in the
Statement of Assets and Liabilities.
|
|
|
|
|
|
|
Derivatives Not Accounted for as Hedging |
|
|
|
Fair Value as of |
|
Instruments |
|
Statement of Assets and Liabilities Location |
|
May 31, 2010 |
|
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
|
Call options |
|
Call option contracts written |
|
$ |
646 |
|
27
KAYNE ANDERSON MLP INVESTMENT COMPANY
NOTES TO FINANCIAL STATEMENTS
MAY 31, 2010
(amounts in 000s, except share and per share amounts)
(UNAUDITED)
The following tables set forth the effect of derivative instruments in the Statement of
Operations.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended |
|
|
|
|
|
May 31, 2010 |
|
|
|
|
|
|
|
|
|
Change in |
|
|
|
|
|
Net Realized |
|
|
Unrealized Gains/ |
|
|
|
|
|
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 |
|
Call options |
|
Options |
|
$ |
405 |
|
|
$ |
(315 |
) |
Interest rate swap contracts |
|
Interest rate swap contracts |
|
|
(424 |
) |
|
|
416 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
(19 |
) |
|
$ |
101 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Six Months Ended |
|
|
|
|
|
May 31, 2010 |
|
|
|
|
|
|
|
|
|
Change in |
|
|
|
|
|
Net Realized |
|
|
Unrealized Gains/ |
|
|
|
|
|
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 |
|
$ |
(90 |
) |
|
$ |
76 |
|
|
|
|
|
|
|
|
|
|
|
|
Call options |
|
Options |
|
|
479 |
|
|
|
452 |
|
Interest rate swap contracts |
|
Interest rate swap contracts |
|
|
(664 |
) |
|
|
205 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
(275 |
) |
|
$ |
733 |
|
|
|
|
|
|
|
|
|
|
9. Investment Transactions
For the six months ended May 31, 2010, the Company purchased and sold securities in the
amounts of $415,335 and $154,171 (excluding short-term investments, options and interest rate
swaps), respectively.
10. Revolving Credit Facility
On June 26, 2009, the Company established an unsecured revolving credit facility (the Credit
Facility) with availability of $80,000. Interest on the Credit Facility was charged at interest
rates between LIBOR plus 2.25% and LIBOR plus 3.50% depending on asset coverage ratios. The Credit
Facility was scheduled to mature on June 26, 2010, but was replaced by an amended and restated
unsecured revolving credit facility (the New Credit Facility) on June 11, 2010. The New Credit
Facility is a three year facility with availability of $100,000. See Note 14 Subsequent Events.
For the six months ended May 31, 2010, the average amount outstanding under the Companys
credit facilities was $30,102 with a weighted average interest rate of 2.79%. As of May 31, 2010,
the Company had no
outstanding borrowings on the Credit Facility.
28
KAYNE ANDERSON MLP INVESTMENT COMPANY
NOTES TO FINANCIAL STATEMENTS
MAY 31, 2010
(amounts in 000s, except share and per share amounts)
(UNAUDITED)
11. Senior Unsecured Notes
At May 31, 2010, the Company had $480,000, aggregate principal amount, of senior unsecured
fixed and floating rate notes (the Senior Unsecured Notes) outstanding.
On May 7, 2010, the Company completed a private placement with institutional investors of
$110,000 of Senior Unsecured Notes. Net proceeds from the offering, combined with net proceeds from
the Companys preferred stock offering described below, were used to repay short-term borrowings,
to redeem the Companys Series D Auction Rate Preferred Stock, to make new portfolio investments
and for general corporate purposes.
The table below sets forth the key terms of each series of the Senior Unsecured Notes.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Principal |
|
|
|
|
|
|
Principal |
|
|
|
|
|
|
|
Outstanding, |
|
|
Principal Issued, |
|
|
Outstanding, |
|
|
|
|
|
Series |
|
November 30, 2009 |
|
|
May 7, 2010 |
|
|
May 31, 2010 |
|
|
Interest Rate |
|
Maturity |
G |
|
$ |
75,000 |
|
|
|
|
|
|
$ |
75,000 |
|
|
5.645% |
|
6/19/2011 |
I |
|
|
60,000 |
|
|
|
|
|
|
|
60,000 |
|
|
5.847% |
|
6/19/2012 |
K |
|
|
125,000 |
|
|
|
|
|
|
|
125,000 |
|
|
5.991% |
|
6/19/2013 |
M |
|
|
60,000 |
|
|
|
|
|
|
|
60,000 |
|
|
4.560% |
|
11/4/2014 |
N |
|
|
50,000 |
|
|
|
|
|
|
|
50,000 |
|
|
3-month LIBOR + 185 bps |
|
11/4/2014 |
O |
|
|
|
|
|
$ |
65,000 |
|
|
|
65,000 |
|
|
4.210% |
|
5/7/2015 |
P |
|
|
|
|
|
|
45,000 |
|
|
|
45,000 |
|
|
3-month LIBOR + 160 bps |
|
5/7/2015 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
370,000 |
|
|
$ |
110,000 |
|
|
$ |
480,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Holders of the fixed rate Senior Unsecured Notes (Series G, Series I, Series K, Series M and
Series O) 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 and Series
P) 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% and 3-month LIBOR plus
160%, respectively.
During the period, the average principal balance outstanding was $385,110 with a weighted
average interest rate of 2.53%.
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 May 31, 2010, the Company was in compliance with all covenants under the Senior Unsecured
Notes agreements.
29
KAYNE ANDERSON MLP INVESTMENT COMPANY
NOTES TO FINANCIAL STATEMENTS
MAY 31, 2010
(amounts in 000s, except share and per share amounts)
(UNAUDITED)
12. Preferred Stock
On May 7, 2010, the Company completed a private placement with institutional investors and
issued 4,400,000 shares of Series A mandatory redeemable preferred shares
(MRP Shares) totaling $110,000. Net proceeds from such offerings were used to repay short-term
borrowings, to redeem all of the Companys Series D Auction Rate Preferred Stock (ARP Shares)
($75,000 outstanding), to make new portfolio investments and for general corporate purposes. The
MRP Shares have a seven-year term with a redemption date of May 7, 2017 and have a liquidation
value of $25.00 per share.
Holders of the MRP Shares are entitled to receive cash dividend payments on the first business
day following each quarterly dividend period (February 28, May 31, August 31 and November 30) at a
fixed rate of 5.57%.
The MRP Shares are redeemable in certain circumstances at the option of the Company and are
also subject to a mandatory redemption if the Company fails to meet an asset coverage ratio or
fails to maintain its basic maintenance amount as stated in the Companys rating agency guidelines.
At May 31, 2010, the Company was in compliance with the asset coverage and basic maintenance
requirements of its MRP Shares.
The holders of the MRP Shares have one vote per share and will vote together with the holders
of common stock as a single class except on matters affecting only the holders of MRP Shares or the
holders of common stock. The holders of the MRP Shares, voting separately as a single class, have
the right to elect at least two directors of the Company.
13. Common Stock
The Company has 199,990,000 shares of common stock authorized and 58,355,112 shares
outstanding at May 31, 2010. As of that date, KACALP owned 4,000 shares. Transactions in common
shares for the six months ended May 31, 2010 were as follows:
|
|
|
|
|
Shares outstanding at November 30, 2009 |
|
|
51,579,541 |
|
Shares issued through reinvestment of distributions |
|
|
483,971 |
|
Shares issued in connection with offerings of common stock (1) |
|
|
6,291,600 |
|
|
|
|
|
Shares outstanding at May 31, 2010 |
|
|
58,355,112 |
|
|
|
|
|
|
|
|
(1) |
|
On January 20, 2010, the Company closed its public offering of 6,291,600 shares of common stock
at a price of $23.61 per share. Total net proceeds from the offering were $142,431 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. Subsequent Events
On June 10, 2010 and June 15, 2010, the Company completed two private placements of
unregistered common stock to members of senior management of Magellan Midstream Partners, L.P.
(MMP) and Inergy Holdings, L.P. (NRGP),
respectively. The Company issued a total of 1,511,173 common
shares at an average price of $23.90 per share. The shares were issued based on a 5% discount to
the five-day volume-weighted average price before the closing date of each transaction.
Simultaneous with the issuance of the Companys common stock, the Company purchased $26,250 of NRGP
common units and $9,862 of MMP common units owned by such members of senior management. The common
units purchased in each transaction are unregistered, and the purchase price in each transaction
was calculated based on a 5% discount to the five-day volume-weighted average price before the
closing date of each transaction. In addition, the Company purchased $8,750 of unregistered NRGP
common units owned by members of NRGP senior management with cash at a 6% discount to five-day
volume-weighted average price before the closing date. The pricing for these transactions reflects
the fact that the securities exchanged are unregistered and therefore less liquid than registered
securities until certain holding period requirements are met.
30
KAYNE ANDERSON MLP INVESTMENT COMPANY
NOTES TO FINANCIAL STATEMENTS
MAY 31, 2010
(amounts in 000s, except share and per share amounts)
(UNAUDITED)
On June 11, 2010, the Company entered into a new $100,000 unsecured revolving credit facility
with a syndicate of lenders. The New Credit Facility has a three-year commitment terminating on
June 11, 2013. The interest rate may vary between LIBOR plus 1.75% to LIBOR plus 3.00%, depending
on the Companys asset coverage ratios. Outstanding loan balances will accrue interest daily at a
rate equal to the one-month LIBOR plus
1.75% based on current asset coverage ratios. The Company will pay a fee of 0.40% on any
unused amounts of the New Credit Facility.
On June 15, 2010, the Company declared its quarterly distribution of $0.48 per common share
for the period March 1, 2010 through May 31, 2010 for a total of $28,736. The distribution was paid
on July 9, 2010 to shareholders of record on July 7, 2010. Of this total, pursuant to the Companys
dividend reinvestment plan, $6,914 was reinvested into the Company through the issuance of 280,725
shares of common stock.
31
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.
32
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.
33
KAYNE ANDERSON MLP INVESTMENT COMPANY
DIVIDEND REINVESTMENT PLAN
(UNAUDITED)
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.
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
34
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.
35
|
|
|
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.
36
Item 2. Code of Ethics.
Not applicable.
Item 3. Audit Committee Financial Expert.
Not applicable.
Item 4. Principal Accountant Fees and Services.
Not applicable.
Item 5. Audit Committee of Listed Registrants.
Not applicable.
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.
Not applicable.
Item 8. Portfolio Managers of Closed-End Management Investment Companies.
Not applicable.
Item 9. Purchases of Equity Securities by Closed-End Management Companies 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(c) 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, in ensuring that information
required to be disclosed by the Registrant in this Form N-CSR was recorded, processed, summarized,
and reported timely.
(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 Registrants last fiscal quarter that have
materially affected, or are reasonably likely to materially affect, the Registrants internal
control over financial reporting.
37
Item 12. Exhibits.
(a)(1) Not applicable to semi-annual reports.
(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.
38
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.
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KAYNE ANDERSON MLP INVESTMENT COMPANY |
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Date: July 28, 2010
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By:
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/s/ Kevin S. McCarthy
Kevin S. McCarthy
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Chairman of the Board of Directors, |
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President and Chief Executive Officer |
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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.
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Date: July 28, 2010
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By:
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/s/ Kevin S. McCarthy
Kevin S. McCarthy
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Chairman of the Board of Directors, |
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President and Chief Executive Officer |
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Date: July 28, 2010
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By:
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/s/ Terry A. Hart
Terry A. Hart
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Chief Financial Officer and Treasurer |
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