UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number 811-21700
Tortoise North American Energy Corporation
(Exact name of registrant as specified in charter)
(Exact name of registrant as specified in charter)
11550 Ash Street, Suite 300, Leawood, KS 66211
(Address of principal executive offices) (Zip code)
(Address of principal executive offices) (Zip code)
David J. Schulte
11550 Ash Street, Suite 300, Leawood, KS 66211
(Name and address of agent for service)
11550 Ash Street, Suite 300, Leawood, KS 66211
(Name and address of agent for service)
913-981-1020
Registrant's telephone number, including area code
Registrant's telephone number, including area code
Date of fiscal year end: November 30
Date of reporting period: November 30, 2010
Item 1. Report to Stockholders.
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Company at a Glance
Tortoise North American Energy Corp. (NYSE: TYN) is a non-diversified closed-end investment company focused primarily on investing in equity securities of companies in the energy sector with their primary operations in North America, including oil and gas exploitation, energy infrastructure and energy shipping companies. Our investments are primarily in Master Limited Partnerships (MLPs) and their affiliates, but may also include Canadian royalty and income trusts, common stock, debt and other securities issued by energy companies that are not MLPs.
Investment Goals: Yield, Growth and Quality
TYN seeks a high level of total return with an emphasis on current distributions paid to stockholders.
In seeking to achieve yield, we target distributions to our stockholders that are roughly equal to the underlying yield on a direct investment in MLPs. In order to accomplish this, we maintain our strategy of investing primarily in companies in the energy sector with attractive current yields and growth potential.
We seek to achieve distribution growth as revenues of our underlying companies grow with the economy, with the population and through rate increases. This revenue growth generally leads to increased operating profits, and when combined with internal expansion projects and acquisitions, is expected to provide attractive growth in distributions to us.
TYN seeks to achieve quality by investing in companies operating energy infrastructure assets that are critical to the North American economy. Often these assets would be difficult to replicate. We also back experienced management teams with successful track records. By investing in TYN, our stockholders have access to a portfolio that is diversified through geographic regions and across product lines, including natural gas, natural gas liquids, crude oil and refined products.
About U.S. Energy Infrastructure Master Limited Partnerships (MLPs)
MLPs are limited partnerships whose units trade on public exchanges such as the New York Stock Exchange (NYSE), the NYSE Alternext US and the NASDAQ. Buying MLP units makes an investor a limited partner in the MLP. There are currently approximately 70 MLPs in the market, mostly in industries related to energy and natural resources. We invest primarily in MLPs in the energy infrastructure sector. Energy infrastructure MLPs are engaged in the transportation, storage and processing of crude oil, natural gas and refined products from production points to the end users.
TYN Investment Features
We provide stockholders an alternative to investing directly in MLPs and their affiliates. We offer investors the opportunity to receive an attractive distribution return with a historically low return correlation to returns on stocks and bonds.
Additional features include:
- One Form 1099 per stockholder at the end of the year, multiple K-1s and multiple state filings for individual partnership investments;
- A professional management team, with more than 120 years combined investment experience;
- The ability to access investment grade credit markets to enhance stockholder return; and
- Access to direct placements and other investments not available through the public market.
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January 13, 2011
Dear Fellow Stockholders,
The MLP sector delivered another great year in 2010. The stock prices of the publicly-traded MLPs in which we invest rose as a result of continued distribution growth and market recognition of the quality of MLP cash flow streams. We remained focused on offering our stockholders current income and growth, while targeting quality midstream and upstream MLPs across the entire sector.
Master Limited Partnership Sector Review and Outlook
In our fiscal year ended Nov. 30, 2010, the Tortoise MLP Total Return Index™ (TMLPT) rose 44 percent as compared to approximately 10 percent for the S&P 500. These returns were driven by continued sector growth and the resulting increase in MLP distributions.
Midstream and upstream MLPs benefited from the underlying strength in their business fundamentals. The economy is improving, so demand for services to gather, process, transport and store crude oil, natural gas, and natural gas liquids is rising also. Additionally, integrated and other energy companies sold approximately $40 billion of assets to MLPs (including dropdowns and general partner transactions) and nearly $10 billion was invested in new internal growth projects in fiscal 2010. Capital markets were supportive of sector growth, with more than $20 billion of debt and over $14 billion of equity issued to support this activity. For the first time since the spring of 2008, an MLP IPO was completed, with a total of five MLP IPOs in fiscal 2010. We think this alone speaks to the general health of the sector.
Our outlook remains positive for the MLP sector. We think demand for both refined products and natural gas will continue to improve as the economy expands and the population grows. Internal growth opportunities for MLPs remain abundant, driven by new sources of energy supply such as the EagleFord shale in South Texas, the Bakken shale around North Dakota, the Marcellus shale located in the Appalachia region, and the Haynesville shale in east Texas and northern Louisiana. Significant infrastructure build-out is needed to connect end-users with these prolific new sources of natural gas supply. Additionally, we believe demand for both refined products and natural gas will improve as the economy expands and population grows. We expect accompanying MLP distribution growth in the mid-single digits in fiscal 2011.
Company Performance Review and Outlook
Our total assets increased from $148.9 million on Nov. 30, 2009, to $193.8 million on Nov. 30, 2010, resulting primarily from market appreciation of our investments. Our total return based on market value, including the reinvestment of distributions, was 2.0 percent for our fourth fiscal quarter, and 33.6 percent for fiscal year 2010.
We paid a distribution of $0.37 per common share ($1.48 annualized) to our stockholders on Nov. 30, 2010, unchanged from the previous quarter. This represented an annualized yield of 6.1 percent based on our fiscal year closing price of $24.44. Our payout ratio of distributions to distributable cash flow (DCF) for the fiscal year
(Unaudited) | ||||
2010 Annual Report | 1 |
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was 98.7 percent, which is in line with our expectations to pay out at least 95 percent of DCF to stockholders annually. For tax purposes, distributions to stockholders for 2010 were 30 percent qualified dividend income and 70 percent return of capital. We expect that as longer-term MLP growth prospects are realized, this will allow growth in our distributions over time. We will seek to increase distributions only when we believe they are sustainable over the long-term, while maintaining distribution payout coverage.
We ended our fiscal year with leverage at 13.1 percent of total assets, well below our long-term target of 20 percent. We continue to seek to emphasize quality through a conservative leverage policy. As MLP market valuations improved this year, we allowed our leverage as a percent of total assets to decrease over the near-term. We expect to refinance and extend the maturity of a portion of our leverage during 2011.
Additional information about our financial performance is available in the Key Financial Data and Management’s Discussion of this report.
Conclusion
While 2010 was a good year for MLPs and TYN, we believe TYN continues to offer attractive current income relative to other income-oriented asset classes such as REITs and Utilities. Our strategy is to target MLPs across the sector that provide clear sources of distribution growth potential, with a portfolio anchored in high quality companies that operate essential assets.
Thank you for your investment in TYN. We look forward to a promising 2011.
Sincerely,
The Managing Directors
Tortoise Capital Advisors, L.L.C.
The adviser to Tortoise North American Energy Corp.
The Managing Directors
Tortoise Capital Advisors, L.L.C.
The adviser to Tortoise North American Energy Corp.
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H. Kevin Birzer | Zachary A. Hamel | Kenneth P. Malvey |
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Terry Matlack | David J. Schulte |
(Unaudited) | ||
2 | Tortoise North American Energy Corp. |
Key Financial Data (Supplemental Unaudited Information) (dollar amounts in thousands unless otherwise indicated) |
The information presented below regarding Distributable Cash Flow and Selected Operating Ratios is supplemental non-GAAP financial information, which we believe is meaningful to understanding our operating performance. The Selected Operating Ratios are the functional equivalent of EBITDA for non-investment companies, and we believe they are an important supplemental measure of performance and promote comparisons from period-to-period. Supplemental non-GAAP measures should be read in conjunction with our full financial statements.
Year Ended November 30, | 2009 | 2010 | ||||||||||||||||||||||||||
2009 | 2010 | Q4(1)(2) | Q1(1) | Q2(1) | Q3(1) | Q4(1) | ||||||||||||||||||||||
Total Distributions Received from Investments | ||||||||||||||||||||||||||||
Distributions received from master limited partnerships | $ | 5,953 | $ | 9,704 | $ | 2,050 | $ | 2,227 | $ | 2,424 | $ | 2,497 | $ | 2,556 | ||||||||||||||
Dividends paid in stock | 1,790 | 1,679 | 495 | 492 | 413 | 381 | 393 | |||||||||||||||||||||
Dividends from common stock | 706 | 758 | 192 | 194 | 187 | 189 | 188 | |||||||||||||||||||||
Distributions received from Canadian trusts | 107 | — | — | — | — | — | — | |||||||||||||||||||||
Interest and dividend income | 1,406 | 409 | 287 | 115 | 103 | 96 | 95 | |||||||||||||||||||||
Foreign tax withheld | (2 | ) | — | — | — | — | — | — | ||||||||||||||||||||
Total from investments | 9,960 | 12,550 | 3,024 | 3,028 | 3,127 | 3,163 | 3,232 | |||||||||||||||||||||
Operating Expenses Before Leverage Costs and | ||||||||||||||||||||||||||||
Current Taxes | ||||||||||||||||||||||||||||
Advisory fees, net of expense reimbursement | 815 | 1,515 | 294 | 340 | 369 | 387 | 419 | |||||||||||||||||||||
Other operating expenses | 558 | 553 | 116 | 153 | 141 | 133 | 126 | |||||||||||||||||||||
1,373 | 2,068 | 410 | 493 | 510 | 520 | 545 | ||||||||||||||||||||||
Distributable cash flow before leverage costs and current taxes | 8,587 | 10,482 | 2,614 | 2,535 | 2,617 | 2,643 | 2,687 | |||||||||||||||||||||
Leverage costs(3) | 921 | 1,040 | 250 | 253 | 266 | 261 | 260 | |||||||||||||||||||||
Current income tax expense (benefit) | 2 | 27 | (2 | ) | 1 | 8 | 9 | 9 | ||||||||||||||||||||
Distributable Cash Flow(4) | $ | 7,664 | $ | 9,415 | $ | 2,366 | $ | 2,281 | $ | 2,343 | $ | 2,373 | $ | 2,418 | ||||||||||||||
Distributions paid on common stock | $ | 7,438 | $ | 9,294 | $ | 2,317 | $ | 2,317 | $ | 2,321 | $ | 2,326 | $ | 2,330 | ||||||||||||||
Distributions paid on common stock per share | 1.48 | 1.48 | 0.37 | 0.37 | 0.37 | 0.37 | 0.37 | |||||||||||||||||||||
Payout percentage for period(5) | 97.1 | % | 98.7 | % | 97.9 | % | 101.6 | % | 99.1 | % | 98.0 | % | 96.4 | % | ||||||||||||||
Net realized gain (loss), net of income taxes, for the period | (7,458 | ) | 3,024 | (3,757 | ) | (4,567 | ) | (74 | ) | 8,475 | (810 | ) | ||||||||||||||||
Total assets, end of period | 148,899 | 193,819 | 148,899 | 158,940 | 158,277 | 173,158 | 193,819 | |||||||||||||||||||||
Average total assets during period(6) | 98,275 | 170,320 | 131,480 | 156,003 | 163,427 | 171,026 | 185,678 | |||||||||||||||||||||
Leverage (long-term debt obligations and short-term borrowings)(7) | 20,900 | 25,400 | 20,900 | 19,200 | 21,850 | 24,200 | 25,400 | |||||||||||||||||||||
Leverage as a percent of total assets | 14.0 | % | 13.1 | % | 14.0 | % | 12.1 | % | 13.8 | % | 14.0 | % | 13.1 | % | ||||||||||||||
Net unrealized appreciation, net of income taxes, end of period | 22,403 | 56,146 | 22,403 | 39,469 | 38,653 | 40,510 | 56,146 | |||||||||||||||||||||
Net assets, end of period | 126,609 | 154,289 | 126,609 | 136,753 | 133,412 | 141,622 | 154,289 | |||||||||||||||||||||
Average net assets during period(8) | 80,041 | 141,986 | 116,394 | 135,069 | 138,900 | 142,460 | 151,466 | |||||||||||||||||||||
Net asset value per common share | 20.22 | 24.51 | 20.22 | 21.84 | 21.26 | 22.53 | 24.51 | |||||||||||||||||||||
Market value per common share | 19.49 | 24.44 | 19.49 | 22.37 | 23.65 | 24.32 | 24.44 | |||||||||||||||||||||
Shares outstanding | 6,262,660 | 6,295,750 | 6,262,660 | 6,262,660 | 6,274,149 | 6,285,310 | 6,295,750 | |||||||||||||||||||||
Selected Operating Ratios(9) | ||||||||||||||||||||||||||||
As a Percent of Average Total Assets | ||||||||||||||||||||||||||||
Total distributions received from investments | 10.13 | % | 7.37 | % | 9.23 | % | 7.87 | % | 7.59 | % | 7.34 | % | 6.98 | % | ||||||||||||||
Operating expenses before leverage costs and current taxes | 1.40 | % | 1.21 | % | 1.25 | % | 1.28 | % | 1.24 | % | 1.21 | % | 1.18 | % | ||||||||||||||
Distributable cash flow before leverage costs and current taxes | 8.73 | % | 6.16 | % | 7.98 | % | 6.59 | % | 6.35 | % | 6.13 | % | 5.80 | % | ||||||||||||||
As a Percent of Average Net Assets | ||||||||||||||||||||||||||||
Distributable cash flow(4) | 9.58 | % | 6.63 | % | 8.15 | % | 6.85 | % | 6.69 | % | 6.61 | % | 6.40 | % |
(1) | Q1 is the period from December through February. Q2 is the period from March through May. Q3 is the period from June through August. Q4 is the period from September through November. | |
(2) | The information presented beginning Q4 2009 includes the impact of the reorganization of the assets and liabilities of Tortoise Gas and Oil Corporation into the Company on September 14, 2009. | |
(3) | Leverage costs include interest expense, distributions to preferred stockholders and other recurring leverage expenses. | |
(4) | “Net investment income (loss), before income taxes” on the Statement of Operations is adjusted as follows to reconcile to Distributable Cash Flow (DCF): increased by the return of capital on MLP distributions, the value of paid-in-kind distributions, amortization of debt issuance costs, and reorganization expenses; and decreased by distributions to preferred stockholders and current taxes paid. | |
(5) | Distributions paid as a percentage of Distributable Cash Flow. | |
(6) | Computed by averaging month-end values within each period. | |
(7) | The balance on the short-term credit facility was $10,400,000 as of November 30, 2010. | |
(8) | Computed by averaging daily values within each period. | |
(9) | Annualized for periods less than one full year. Operating ratios contained in our Financial Highlights are based on average net assets. |
2010 Annual Report | 3 |
Management’s Discussion (Unaudited) |
Overview
Tortoise North American Energy Corp.’s (“TYN” or the “Company”) investment objective is to seek a high level of total return for our stockholders, with an emphasis on distribution income paid to stockholders. Our investment strategy requires us to invest at least 80 percent of our total assets in equity securities of companies in the energy sector with their primary operations in North America, including energy infrastructure, oil and gas exploitation and energy shipping companies. The equity securities of the energy companies purchased by TYN consist primarily of interests in MLPs. MLPs are publicly traded partnerships whose equity interests are traded in the form of units on public exchanges, such as the NYSE or NASDAQ. We invest primarily in MLPs through public market and private purchases. While we are a registered investment company under the Investment Company Act of 1940, as amended (the “1940 Act”), we no longer expect to be treated as a “regulated investment company” for federal tax purposes. Our distributions do not typically generate unrelated business taxable income (“UBTI”) and our stock may therefore be suitable for holding by pension funds, IRAs and mutual funds, as well as taxable accounts. Tortoise Capital Advisors, L.L.C. serves as our investment adviser.
Reorganization
We completed the reorganization of Tortoise Gas and Oil Corporation (“TGO”) into TYN on September 14, 2009. As a result, only selective comparative financial information for periods prior to the reorganization is meaningful and included in the discussion below.
Company Update
Market values of our MLP investments increased during the 4th quarter 2010 from their levels at August 31, 2010. Distribution increases from our MLP investments were in-line with our expectations while the increase in total assets during the quarter resulted in increased asset-based expenses. Total leverage decreased as a percent of total assets and we maintained our quarterly distribution of $0.37 per share. Additional information on these events and results of our operations are discussed in more detail below.
Critical Accounting Policies
The financial statements are based on the selection and application of critical accounting policies, which require management to make significant estimates and assumptions. Critical accounting policies are those that are both important to the presentation of our financial condition and results of operations and require management’s most difficult, complex, or subjective judgments. Our critical accounting policies are those applicable to the valuation of investments, tax matters and certain revenue recognition matters as discussed in Note 2 in the Notes to Financial Statements.
Determining Distributions to Stockholders
Our portfolio generates cash flow from which we pay distributions to stockholders. Our Board of Directors considers our distributable cash flow (“DCF”) in determining distributions to stockholders. Our Board of Directors reviews the distribution rate quarterly, and may adjust the quarterly distribution throughout the year. Our goal is to declare what we believe to be sustainable increases in our regular quarterly distributions with increases safely covered by earned DCF. We have targeted to pay at least 95 percent of DCF on an annualized basis.
Determining DCF
DCF is simply distributions received from investments less expenses. The total distributions received from our investments include the amount received by us as cash distributions from MLPs, paid-in-kind distributions, and dividend and interest payments. The total expenses include current or anticipated operating expenses, leverage costs and current income taxes (excluding taxes generated from realized gains). Realized gains and expected tax benefits are not included in our DCF. Each are summarized for you in the table on page 3 and are discussed in more detail below.
The Key Financial Data table discloses the calculation of DCF and should be read in conjunction with this discussion. The difference between distributions received from investments in the DCF calculation and total investment income as reported in the Statement of Operations, is reconciled as follows: the Statement of Operations, in conformity with U.S. generally accepted accounting principles (“GAAP”), recognizes distribution income from MLPs and common stock on their ex-dates, whereas the DCF calculation reflects distribution income on their pay dates; GAAP recognizes that a significant portion of the cash distributions received from MLPs are characterized as a return of capital and therefore excluded from investment income, whereas the DCF calculation includes the return of capital; and distributions received from investments in the DCF calculation include the value of dividends paid-in-kind (additional stock or MLP units), whereas suc h amounts are not included as income for GAAP purposes. The treatment of expenses in the DCF calculation also differs from what is reported in the Statement of Operations. In addition to the total operating expenses, including expense reimbursement, as disclosed in the Statement of Operations, the DCF calculation reflects interest expense, other leverage expenses as well as current taxes paid. A reconciliation of Net Investment Loss, before Income Taxes to DCF is included below.
4 | Tortoise North American Energy Corp. |
Management’s Discussion (Unaudited) (Continued) |
Distributions Received from Investments
Our ability to generate cash is dependent on the ability of our portfolio of investments to generate cash flow from their operations. In order to maintain and grow distributions to our stockholders, we evaluate each holding based upon its contribution to our investment income, our anticipation of its growth rate, and its risk relative to other potential investments.
We concentrate on investments we believe can expect an increasing demand for services from economic and population growth. We seek well-managed businesses with hard assets and stable recurring revenue streams.
Total distributions received from our investments for the 4th quarter 2010 was approximately $3.2 million, an increase of 2.2 percent as compared to 3rd quarter 2010. The increase in distributions received from 3rd quarter 2010 reflects distribution increases from our MLP investments and receipt of distributions from MLPs that recently completed their initial public offerings and began to make cash distributions.
Expenses
We incur two types of expenses: (1) operating expenses, consisting primarily of the advisory fee; and (2) leverage costs. On a percentage basis, operating expenses before leverage costs and current taxes were an annualized 1.18 percent of average total assets for the 4th quarter 2010 as compared to 1.25 percent for the 4th quarter 2009 and 1.21 percent for the 3rd quarter 2010. The decrease in our operating expense ratio as compared to 4th quarter 2009 is primarily the result of the economies of scale realized as a result of the reorganization with TGO.
Advisory fees for the 4th quarter 2010 increased 8.3 percent from 3rd quarter 2010 as a result of increased average managed assets for the quarter. Average managed assets increased primarily due to increased MLP asset values during the quarter. While the contractual advisory fee of 1.00 percent of average monthly managed assets remains unchanged, the Adviser waived an amount equal to 0.10 percent of average monthly managed assets effective January 1, 2009 through December 31, 2009. As a result of the reorganization of TGO into TYN, the Adviser extended the waiver of 0.10 percent of average managed assets through December 31, 2010, and agreed to a waiver of 0.05 percent of average managed assets for the period from January 1, 2011 through December 31, 2011. Other operating expenses for 4th quarter 2010 decreased as compared to 3rd quarter 2010.
Leverage costs consist of the direct interest expense on our Tortoise Notes and short-term credit facility and other expenses, including rating agency fees and commitment fees. Total leverage costs were approximately $260,000 for the 4th quarter 2010, a slight decrease from 3rd quarter 2010. While we increased the utilization of our bank credit facility during the quarter, total leverage costs declined due to lower average borrowing rates.
The weighted average annual rate of our leverage at November 30, 2010 was 3.94 percent. This rate includes balances on our bank credit facility which accrue interest at a variable rate equal to one-month LIBOR plus 1.25 percent. Our weighted average rate may vary in future periods as a result of changes in LIBOR, the utilization of our credit facility varies and leverage matures or is redeemed. Additional information on our leverage is disclosed below in Liquidity and Capital Resources and in our Notes to Financial Statements.
Distributable Cash Flow
For 4th quarter 2010, our DCF was approximately $2.4 million, an increase of 1.9 percent as compared to 3rd quarter 2010. The change is the net result of increased distributions and expenses as outlined above. We declared and paid a distribution of $2.3 million during the quarter. On a per share basis, we declared a $0.37 distribution on November 8, 2010. This is unchanged as compared to 4th quarter 2009 and 3rd quarter 2010.
Our dividend payout ratio as a percentage of DCF decreased from 97.9 percent at 4th quarter 2009 to 96.4 percent at 4th quarter 2010. A payout of less than 100 percent of DCF provides cushion for on-going management of the portfolio, changes in leverage costs and other expenses. An on-going payout ratio in excess of 100 percent will, over time, erode the earning power of a portfolio and may lead to lower distributions or portfolio managers taking on more risk than they otherwise would.
Net investment loss before income taxes on the Statement of Operations is adjusted as follows to reconcile to DCF for fiscal year 2010 and 4th quarter 2010 (in thousands):
2010 | 4th Qtr 2010 | |||||||
Net Investment Loss, before Income Taxes | $ | (777 | ) | $ | (127 | ) | ||
Adjustments to reconcile to DCF: | ||||||||
Dividends paid in stock | 1,679 | 393 | ||||||
Return of capital on distributions | 8,516 | 2,157 | ||||||
Amortization of debt issuance costs | 19 | 4 | ||||||
Reorganization expenses | 5 | — | ||||||
Current income tax expenses | (27 | ) | (9 | ) | ||||
DCF | $ | 9,415 | $ | 2,418 | ||||
We had total assets of $194 million at year-end. Our total assets reflect the value of our investments, which are itemized in the Schedule of Investments. It also reflects cash, interest and receivables and any expenses that may have been prepaid. During 4th quarter 2010, total assets increased by approximately $21 million. This change was primarily due to net realized and unrealized gains on investments of approximately $21.6 million during the quarter (excluding return of capital on distributions reflected during the quarter) and the net sale of portfolio securities of approximately $0.8 million during the quarter.
2010 Annual Report | 5 |
Management’s Discussion (Unaudited) (Continued) |
Total leverage outstanding of $25.4 million at November 30, 2010 is comprised of $15 million in senior notes and $10.4 million outstanding under the credit facility. Total leverage represented 13.1 percent of total assets, a decrease from 14.0 percent of total assets at August 31, 2010 and November 30, 2009. We’ve allowed leverage as a percent of total assets to decrease as market values increased rather than maintain leverage to total assets at the long-term target level of 20 percent of total assets. This allows the opportunity to add leverage when compelling investment opportunities arise. Temporary increases of up to 25 percent of our total assets may be permitted, provided that such leverage is consistent with the limits set forth in the 1940 Act, and that such leverage is expected to be reduced over time in an orderly fashion to reach our long-term target. Our leverage ratio is impacted by increases or decreases in MLP values, issuance of equity and/ or the sale of securities where proceeds are used to reduce leverage.
We have used leverage to acquire securities consistent with our investment philosophy. The terms of our leverage are governed by regulatory and contractual asset coverage requirements that arise from the use of leverage. Additional information on our leverage and asset coverage requirements is discussed in Note 9 in the Notes to Financial Statements. Our coverage ratio is updated each week on our Web site at www.tortoiseadvisors.com.
During the quarter, we issued 10,440 shares as part of our dividend reinvestment plan with a reinvestment amount of $0.2 million.
Taxation of our Distributions and Income Taxes
We invest in partnerships which generally have larger distributions of cash than the accounting income which they generate. Accordingly, the distributions include a return of capital component for accounting and tax purposes. Distributions declared and paid by us in a year generally differ from taxable income for that year, as such distributions may include the distribution of current year taxable income or return of capital.
The taxability of the distribution you receive depends on whether we have annual earnings and profits. If so, those earnings and profits are first allocated to preferred shares (if any) and then to the common shares.
In the event we have earnings and profits allocated to our common shares, all or a portion of our distribution will be taxable at the 15 percent Qualified Dividend Income (“QDI”) rate, assuming various holding requirements are met by the stockholder. The 15 percent QDI rate is currently effective through 2012. The portion of our distribution that is taxable may vary for either of two reasons: first, the characterization of the distributions we receive from MLPs could change annually based upon the K-1 allocations and result in less return of capital and more in the form of income. Second, we could sell an MLP investment and realize a gain or loss at any time. It is for these reasons that we inform you of the tax treatment after the close of each year as the ultimate characterization of our distributions is undeterminable until the year is over.
For tax purposes, distributions to common stockholders for the fiscal year ended 2010 were 30 percent qualified dividend income and 70 percent return of capital. A holder of our common stock would reduce their cost basis for income tax purposes by 70 percent of the total distributions they received in 2010. This information is reported to stockholders on Form 1099-DIV and is available on our Web site at www.tortoiseadvisors.com. For book purposes, the source of distributions to common stockholders for the fiscal year ended 2010 was 100 percent return of capital.
The unrealized gain or loss we have in the portfolio is reflected in the Statement of Assets and Liabilities. At November 30, 2010, our investments are valued at $193.5 million, with an adjusted cost of $123.6 million. The $69.9 million difference reflects unrealized appreciation that would be realized for financial statement purposes if those investments were sold at those values. The Statement of Assets and Liabilities also reflects either a deferred tax liability or deferred tax asset depending primarily upon unrealized gains (losses) on investments, realized gains (losses) on investments, capital loss carryforwards and net operating losses. At November 30, 2010, the balance sheet reflects a net deferred tax liability of approximately $13.2 million or $2.09 per share. Accordingly, our net asset value per share represents the amount which would be available for distribution to stockholders after payment of taxes. Details of our deferred taxes are disclosed in Note 5 in our Notes to Financial Statements.
6 | Tortoise North American Energy Corp. |
Schedule of Investments November 30, 2010 |
Shares | Fair Value | ||||||
Master Limited Partnerships and | |||||||
Related Companies — 116.9%(1) | |||||||
Crude/Refined Products Pipelines — 40.1%(1) | |||||||
United States — 40.1%(1) | |||||||
Buckeye Partners, L.P. | 33,040 | $ | 2,249,033 | ||||
Enbridge Energy Management, L.L.C.(2) | 136,477 | 8,314,171 | |||||
Enbridge Energy Partners, L.P. | 131,955 | 8,029,462 | |||||
Holly Energy Partners, L.P. | 73,300 | 3,749,295 | |||||
Kinder Morgan Management, LLC(2) | 233,743 | 14,957,220 | |||||
Magellan Midstream Partners, L.P. | 142,400 | 7,974,400 | |||||
NuStar Energy L.P. | 109,200 | 7,365,540 | |||||
Plains All American Pipeline, L.P. | 107,600 | 6,617,400 | |||||
Sunoco Logistics Partners L.P. | 33,000 | 2,661,450 | |||||
61,917,971 | |||||||
Natural Gas/Natural Gas Liquids Pipelines — 37.7%(1) | |||||||
United States — 37.7%(1) | |||||||
Boardwalk Pipeline Partners, LP | 159,100 | 4,932,100 | |||||
Duncan Energy Partners L.P. | 160,600 | 5,038,022 | |||||
El Paso Pipeline Partners, L.P. | 113,900 | 3,772,368 | |||||
Energy Transfer Equity, L.P. | 140,100 | 5,542,356 | |||||
Energy Transfer Partners, L.P. | 205,200 | 10,397,484 | |||||
Enterprise Products Partners L.P. | 296,100 | 12,459,888 | |||||
Niska Gas Storage Partners LLC | 67,100 | 1,340,658 | |||||
ONEOK Partners, L.P. | 84,750 | 6,713,047 | |||||
PAA Natural Gas Storage, L.P. | 38,071 | 899,237 | |||||
TC PipeLines, LP | 95,600 | 4,444,444 | |||||
Williams Partners L.P. | 57,061 | 2,684,720 | |||||
58,224,324 | |||||||
Natural Gas Gathering/Processing — 15.9%(1) | |||||||
United States — 15.9%(1) | |||||||
Chesapeake Midstream Partners, L.P. | 47,604 | 1,356,714 | |||||
Copano Energy, L.L.C. | 210,100 | 6,288,293 | |||||
DCP Midstream Partners, LP | 51,500 | 1,797,350 | |||||
MarkWest Energy Partners, L.P. | 167,500 | 7,090,275 | |||||
Regency Energy Partners LP | 132,100 | 3,394,970 | |||||
Targa Resources Partners LP | 152,200 | 4,610,138 | |||||
24,537,740 | |||||||
Oil and Gas Exploitation and Production — 17.2%(1) | |||||||
United States — 17.2%(1) | |||||||
Encore Energy Partners LP | 132,100 | 2,667,099 | |||||
EV Energy Partners, L.P. | 211,200 | 8,061,504 | |||||
Legacy Reserves, LP | 64,700 | 1,689,317 | |||||
Linn Energy, LLC | 270,300 | 9,811,890 | |||||
Pioneer Southwest Energy Partners L.P. | 150,900 | 4,211,619 | |||||
26,441,429 | |||||||
Propane Distribution — 4.7%(1) | |||||||
United States — 4.7%(1) | |||||||
Inergy, L.P. | 185,700 | 7,246,014 | |||||
Shipping — 1.3%(1) | |||||||
Republic of the Marshall Islands — 1.3%(1) | |||||||
Teekay LNG Partners L.P. | 53,500 | 1,944,190 | |||||
Total Master Limited Partnerships and | |||||||
Related Companies (Cost $110,723,390) | 180,311,668 | ||||||
Principal | |||||||
Amount | |||||||
Corporate Bonds — 1.9%(1) | |||||||
Oil and Gas Exploitation and Production — 1.9%(1) | |||||||
Canada — 1.9%(1) | |||||||
Connacher Oil & Gas Ltd, | |||||||
10.25%, 12/15/2015(3) | $ | 2,000,000 | 1,970,000 | ||||
OPTI Canada Inc., 8.25%, 12/15/2014(3) | 1,500,000 | 1,042,500 | |||||
Total Corporate Bonds (Cost $3,587,408) | 3,012,500 | ||||||
Shares | |||||||
Common Stock — 6.5%(1) | |||||||
Oil and Gas Exploitation and Production — 0.2%(1) | |||||||
United States — 0.2%(1) | |||||||
PostRock Energy Corporation | 103,800 | 378,870 | |||||
Shipping — 6.3%(1) | |||||||
Republic of the Marshall Islands — 6.3%(1) | |||||||
Navios Maritime Partners L.P. | 248,000 | 4,602,880 | |||||
Teekay Offshore Partners L.P. | 177,450 | 5,114,109 | |||||
9,716,989 | |||||||
Total Common Stock (Cost $9,185,108) | 10,095,859 | ||||||
Short-Term Investment — 0.1%(1) | |||||||
United States Investment Company — 0.1%(1) | |||||||
Fidelity Institutional Government Portfolio — | |||||||
Class I, 0.05%(4) (Cost $98,186) | 98,186 | 98,186 | |||||
Total Investments — 125.4%(1) | |||||||
(Cost $123,594,092) | 193,518,213 | ||||||
Other Assets and Liabilities — (15.7%)(1) | (24,228,811 | ) | |||||
Long-Term Debt Obligations — (9.7%)(1) | (15,000,000 | ) | |||||
Total Net Assets Applicable to | |||||||
Common Stockholders — 100.0%(1) | $ | 154,289,402 | |||||
(1) | Calculated as a percentage of net assets applicable to common stockholders. | |
(2) | Security distributions are paid-in-kind. | |
(3) | Restricted securities have been fair valued in accordance with procedures approved by the Board of Directors and have a total fair value of $3,012,500, which represents 1.9% of net assets. See Note 7 to the financial statements for further disclosure. | |
(4) | Rate reported is the current yield as of November 30, 2010. |
See accompanying Notes to Financial Statements.
2010 Annual Report | 7 |
Statement of Assets & Liabilities November 30, 2010 |
Assets | |||
Investments at fair value (cost $123,594,092) | $ | 193,518,213 | |
Receivable for Adviser expense reimbursement | 31,972 | ||
Receivable for investments sold | 1,857 | ||
Interest and dividend receivable | 151,596 | ||
Prepaid expenses and other assets | 115,655 | ||
Total assets | 193,819,293 | ||
Liabilities | |||
Payable to Adviser | 319,719 | ||
Distributions payable to common stockholders | 242,954 | ||
Accrued expenses and other liabilities | 374,508 | ||
Current tax liability | 15,000 | ||
Deferred tax liability | 13,177,710 | ||
Short-term borrowings | 10,400,000 | ||
Long-term debt obligations | 15,000,000 | ||
Total liabilities | 39,529,891 | ||
Net assets applicable to common stockholders | $ | 154,289,402 | |
Net Assets Applicable to Common Stockholders Consist of: | |||
Capital stock, $0.001 par value; 6,295,750 shares issued | |||
and outstanding (100,000,000 shares authorized) | $ | 6,296 | |
Additional paid-in capital | 116,268,517 | ||
Undistributed net investment income, net of income taxes | 166,002 | ||
Accumulated net realized loss, net of income taxes | (18,297,886 | ) | |
Net unrealized appreciation of investments, net of income taxes | 56,146,473 | ||
Net assets applicable to common stockholders | $ | 154,289,402 | |
Net Asset Value per common share outstanding | |||
(net assets applicable to common stock, | |||
divided by common shares outstanding) | $ | 24.51 | |
Statement of Operations Year Ended November 30, 2010 |
Investment Income | |||
Distributions from master limited partnerships | $ | 9,703,985 | |
Less return of capital on distributions | (8,515,543 | ) | |
Net distributions from master limited partnerships | 1,188,442 | ||
Dividend income | 758,261 | ||
Interest income | 408,589 | ||
Dividends from money market mutual funds | 88 | ||
Total Investment Income | 2,355,380 | ||
Operating Expenses | |||
Advisory fees | 1,683,270 | ||
Professional fees | 181,396 | ||
Administrator fees | 72,725 | ||
Stockholder communication expenses | 59,236 | ||
Directors’ fees | 58,033 | ||
Franchise fees | 41,746 | ||
Fund accounting fees | 34,582 | ||
Registration fees | 31,302 | ||
Stock transfer agent fees | 11,165 | ||
Custodian fees and expenses | 8,066 | ||
Other operating expenses | 60,179 | ||
Total Operating Expenses | 2,241,700 | ||
Interest expense | 1,010,777 | ||
Amortization of debt issuance costs | 19,383 | ||
Other leverage expenses | 29,045 | ||
Total Leverage Expenses | 1,059,205 | ||
Total Expenses | 3,300,905 | ||
Less expense reimbursement by Adviser | (168,327 | ) | |
Net Expenses | 3,132,578 | ||
Net Investment Loss, before Income Taxes | (777,198 | ) | |
Current tax expense | (39,097 | ) | |
Deferred tax benefit | 275,741 | ||
Income tax benefit, net | 236,644 | ||
Net Investment Loss | (540,554 | ) | |
Realized and Unrealized Gain on Investments | |||
Net realized gain on investments, before income taxes | 4,572,703 | ||
Deferred tax expense | (1,549,018 | ) | |
Net realized gain on investments | 3,023,685 | ||
Net unrealized appreciation of investments, before income taxes | 51,030,038 | ||
Deferred tax expense | (17,286,587 | ) | |
Net unrealized appreciation of investments | 33,743,451 | ||
Net Realized and Unrealized Gain on Investments | 36,767,136 | ||
Net Increase in Net Assets Applicable to Common | |||
Stockholders Resulting from Operations | $ | 36,226,582 | |
See accompanying Notes to Financial Statements.
8 | Tortoise North American Energy Corp. |
STATEMENT OF CHANGES IN NET ASSETS Year Ended November 30 |
2010 | 2009 | |||||||
Operations | ||||||||
Net investment income (loss) | $ | (540,554 | ) | $ | 1,554,297 | |||
Net realized gain (loss) on investments and foreign currency transactions | 3,023,685 | (6,443,108 | ) | |||||
Net unrealized appreciation of investments, foreign currency, forward | ||||||||
foreign currency contracts and translation of other assets and liabilities denominated in foreign currency | 33,743,451 | 55,838,660 | ||||||
Distributions to preferred stockholders | — | (6,761 | ) | |||||
Net increase in net assets applicable to common stockholders resulting from operations | 36,226,582 | 50,943,088 | ||||||
Distributions to Common Stockholders | ||||||||
Net investment income | — | — | ||||||
Return of capital | (9,293,612 | ) | (7,437,215 | ) | ||||
Total distributions to common stockholders | (9,293,612 | ) | (7,437,215 | ) | ||||
Capital Stock Transactions | ||||||||
Proceeds from Reorganization with Tortoise Gas and Oil Corporation, net (Note 1) | — | 33,388,673 | ||||||
Redemption of fractional shares of common stock issued during Reorganization | — | (887 | ) | |||||
Issuance of 33,090 common shares from reinvestment of distributions to stockholders | 747,127 | — | ||||||
Net increase in net assets applicable to common stockholders from capital stock transactions | 747,127 | 33,387,786 | ||||||
Total increase in net assets applicable to common stockholders | 27,680,097 | 76,893,659 | ||||||
Net Assets | ||||||||
Beginning of year | 126,609,305 | 49,715,646 | ||||||
End of year | $ | 154,289,402 | $ | 126,609,305 | ||||
Undistributed net investment income, net of income taxes, end of year | $ | 166,002 | $ | 706,556 | ||||
See accompanying Notes to Financial Statements.
2010 Annual Report | 9 |
STATEMENT OF CASH FLOWS Year Ended November 30, 2010 |
Cash Flows from Operating Activities | |||
Distributions received from master limited partnerships | $ | 9,703,985 | |
Interest and dividend income received | 1,272,111 | ||
Purchases of long-term investments | (51,356,432 | ) | |
Proceeds from sales of long-term investments | 47,381,910 | ||
Interest received on securities sold | 246,375 | ||
Purchases of short-term investments, net | (45,941 | ) | |
Interest expense paid | (1,008,233 | ) | |
Other leverage expenses paid | (28,131 | ) | |
Income taxes paid | (18,773 | ) | |
Operating expenses paid | (2,089,895 | ) | |
Net cash provided by operating activities | 4,056,976 | ||
Cash Flows from Financing Activities | |||
Advances from revolving line of credit | 19,450,000 | ||
Repayments on revolving line of credit | (14,950,000 | ) | |
Distributions paid to common stockholders | (8,556,976 | ) | |
Net cash used in financing activities | (4,056,976 | ) | |
Net change in cash | — | ||
Cash — beginning of year | — | ||
Cash — end of year | $ | — | |
Reconciliation of net increase in net assets applicable to | |||
common stockholders resulting from operations to net cash | |||
provided by operating activities | |||
Net increase in net assets applicable to common | |||
stockholders resulting from operations | $ | 36,226,582 | |
Adjustments to reconcile net increase in net assets | |||
applicable to common stockholders resulting from | |||
operations to net cash provided by operating activities: | |||
Purchases of long-term investments | (50,850,270 | ) | |
Return of capital on distributions received | 8,515,543 | ||
Purchases of short-term investments, net | (45,941 | ) | |
Proceeds from sales of long-term investments | 46,908,585 | ||
Deferred tax expense | 18,559,864 | ||
Net unrealized appreciation of investments | (51,030,038 | ) | |
Net realized gain on investments | (4,572,703 | ) | |
Amortization of market premium, net | 55,561 | ||
Amortization of debt issuance costs | 19,383 | ||
Changes in operating assets and liabilities: | |||
Decrease in interest and dividend receivable | 295,992 | ||
Decrease in receivable for investments sold | 473,325 | ||
Increase in prepaid expenses and other assets | (63,416 | ) | |
Increase in current tax liability | 15,000 | ||
Increase in payable to Adviser, net of | |||
expense reimbursement | 80,263 | ||
Decrease in payable for investments purchased | (506,162 | ) | |
Decrease in accrued expenses and other liabilities | (24,592 | ) | |
Total adjustments | (32,169,606 | ) | |
Net cash provided by operating activities | $ | 4,056,976 | |
Non-Cash Financing Activities | |||
Reinvestment of distributions by common stockholders | |||
in additional common shares | $ | 747,127 | |
See accompanying Notes to Financial Statements.
10 | Tortoise North American Energy Corp. |
FINANCIAL HIGHLIGHTS Year Ended November 30 |
2010 | 2009 | 2008 | 2007 | 2006 | |||||||||||||||
Per Common Share Data(1) | |||||||||||||||||||
Net Asset Value, beginning of period | $ | 20.22 | $ | 10.78 | $ | 27.25 | $ | 23.70 | $ | 23.95 | |||||||||
Income (Loss) from Investment Operations | |||||||||||||||||||
Net investment income (loss)(2) | (0.09 | ) | 0.25 | 0.43 | 0.72 | 0.61 | |||||||||||||
Net realized and unrealized gain (loss) on investments(2) | 5.86 | 10.67 | (15.14 | ) | 4.47 | 0.55 | |||||||||||||
Total income (loss) from investment operations | 5.77 | 10.92 | (14.71 | ) | 5.19 | 1.16 | |||||||||||||
Distributions to Preferred Stockholders | |||||||||||||||||||
Net investment income | — | — | — | (0.12 | ) | (0.06 | ) | ||||||||||||
Net realized gain | — | — | — | (0.07 | ) | (0.01 | ) | ||||||||||||
Return of capital | — | — | (0.17 | ) | — | — | |||||||||||||
Total distributions to preferred stockholders | — | — | (0.17 | ) | (0.19 | ) | (0.07 | ) | |||||||||||
Distributions to Common Stockholders | |||||||||||||||||||
Net investment income | — | — | — | (0.90 | ) | (0.69 | ) | ||||||||||||
Net realized gain | — | — | (0.10 | ) | (0.55 | ) | (0.12 | ) | |||||||||||
Return of capital | (1.48 | ) | (1.48 | ) | (1.49 | ) | — | (0.46 | ) | ||||||||||
Total distributions to common stockholders | (1.48 | ) | (1.48 | ) | (1.59 | ) | (1.45 | ) | (1.27 | ) | |||||||||
Underwriting discounts and offering costs on issuance | |||||||||||||||||||
of common and preferred stock(3) | — | — | — | — | (0.07 | ) | |||||||||||||
Net Asset Value, end of year | $ | 24.51 | $ | 20.22 | $ | 10.78 | $ | 27.25 | $ | 23.70 | |||||||||
Per common share market value, end of year | $ | 24.44 | $ | 19.49 | $ | 9.25 | $ | 23.10 | $ | 22.38 | |||||||||
Total Investment Return Based on Market Value(4) | 33.62 | % | 131.66 | % | (55.98 | )% | 9.28 | % | (5.39 | )% | |||||||||
Supplemental Data and Ratios | |||||||||||||||||||
Net assets applicable to common stockholders, end of year (000’s) | $ | 154,289 | $ | 126,609 | $ | 49,716 | $ | 125,702 | $ | 109,326 | |||||||||
Average net assets (000’s) | $ | 141,986 | $ | 80,041 | $ | 113,045 | $ | 125,379 | $ | 114,338 | |||||||||
Ratio of Expenses to Average Net Assets | |||||||||||||||||||
Advisory fees | 1.19 | % | 1.13 | % | 1.50 | % | 1.45 | % | 1.32 | % | |||||||||
Other expenses | 0.38 | 1.01 | 0.48 | 0.40 | 0.59 | ||||||||||||||
Expense reimbursement | (0.12 | ) | (0.12 | ) | (0.23 | ) | (0.29 | ) | (0.32 | ) | |||||||||
Subtotal | 1.45 | 2.02 | 1.75 | 1.56 | 1.59 | ||||||||||||||
Leverage expenses(5) | 0.75 | 1.17 | 3.71 | 2.01 | 1.49 | ||||||||||||||
Income tax expense (benefit)(6) | 13.10 | (4.70 | ) | 0.06 | 0.02 | 0.01 | |||||||||||||
Total expenses | 15.30 | % | (1.51 | )% | 5.52 | % | 3.59 | % | 3.09 | % | |||||||||
See accompanying Notes to Financial Statements.
2010 Annual Report | 11 |
FINANCIAL HIGHLIGHTS (Continued) Year Ended November 30 |
2010 | 2009 | 2008 | 2007 | 2006 | ||||||||||||||||
Ratio of net investment income (loss) to average | ||||||||||||||||||||
net assets before expense reimbursement(5) | (0.50 | )% | 1.82 | % | 1.51 | % | 2.37 | % | 2.14 | % | ||||||||||
Ratio of net investment income (loss) to average | ||||||||||||||||||||
net assets after expense reimbursement(5) | (0.38 | )% | 1.94 | % | 1.74 | % | 2.66 | % | 2.46 | % | ||||||||||
Portfolio turnover rate | 27.89 | % | 41.90 | % | 36.69 | % | 16.06 | % | 12.01 | % | ||||||||||
Short-term borrowings, end of year (000’s) | $ | 10,400 | $ | 5,900 | — | $ | 9,600 | $ | 7,000 | |||||||||||
Long-term debt obligations, end of year (000’s) | $ | 15,000 | $ | 15,000 | $ | 15,000 | $ | 40,000 | $ | 40,000 | ||||||||||
Preferred stock, end of year (000’s) | — | — | $ | 10,000 | $ | 15,000 | $ | 15,000 | ||||||||||||
Per common share amount of long-term debt | ||||||||||||||||||||
obligations outstanding, end of year | $ | 2.38 | $ | 2.40 | $ | 3.25 | $ | 8.67 | $ | 8.67 | ||||||||||
Per common share amount of net assets, excluding | ||||||||||||||||||||
long-term debt obligations, end of year | $ | 26.89 | $ | 22.61 | $ | 14.03 | $ | 35.92 | $ | 32.37 | ||||||||||
Asset coverage, per $1,000 of principal amount of | ||||||||||||||||||||
long-term debt obligations and short-term borrowings(7) | $ | 7,074 | $ | 7,058 | $ | 4,981 | $ | 3,837 | $ | 3,645 | ||||||||||
Asset coverage ratio of long-term debt obligations and short-term borrowings(7) | 707 | % | 706 | % | 498 | % | 384 | % | 365 | % | ||||||||||
Asset coverage, per $25,000 liquidation value per share of preferred stock(8) | — | — | $ | 74,716 | $ | 73,646 | $ | 69,083 | ||||||||||||
Asset coverage ratio of preferred stock(8) | — | — | 299 | % | 295 | % | 276 | % |
(1) | Information presented relates to a share of common stock outstanding for the entire year. | |
(2) | The per common share data for the years ended November 30, 2009, 2008, 2007 and 2006 do not reflect the change in estimate of investment income and return of capital, for the respective period. See Note 2F to the financial statements for further disclosure. | |
(3) | Represents the issuance of preferred stock for the year ended November 30, 2006. | |
(4) | Not annualized. Total investment return is calculated assuming a purchase of common stock at the beginning of the year and a sale at the closing price on the last day of the year reported (excluding broker commissions). The calculation also assumes reinvestment of distributions at actual prices pursuant to the Company’s dividend reinvestment plan. | |
(5) | The expense ratios and net investment income (loss) ratios do not reflect the effect of distributions to preferred stockholders. | |
(6) | The Company accrued $39,097, $(28,837), $68,509, $22,447 and $13,225 for the years ended November 30, 2010, 2009, 2008, 2007 and 2006, respectively, for current foreign and excise tax (benefit) expense. For the year ended November 30, 2010, the Company accrued $18,559,864 in net deferred income tax expense. For the year ended November 30, 2009, the Company accrued $3,732,366 in net deferred income tax benefit, which included $5,488,509 of deferred income tax benefit for the timing differences at December 1, 2008 when the Company converted to a taxable corporation. | |
(7) | Represents value of total assets less all liabilities and indebtedness not represented by long-term debt obligations, short-term borrowings and preferred stock at the end of the year divided by long-term debt obligations and short-term borrowings outstanding at the end of the year. | |
(8) | Represents value of total assets less all liabilities and indebtedness not represented by long-term debt obligations, short-term borrowings and preferred stock at the end of the year divided by long-term debt obligations, short-term borrowings and preferred stock outstanding at the end of the year. |
See accompanying Notes to Financial Statements.
12 | Tortoise North American Energy Corp. |
NOTES TO FINANCIAL STATEMENTS November 30, 2010 |
1. Organization
Tortoise North American Energy Corporation (the “Company”) was organized as a Maryland corporation on January 13, 2005, and is a non-diversified, closed-end management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”). The Company’s investment objective is to seek a high level of total return with an emphasis on distribution income paid to stockholders. The Company seeks to provide its stockholders with a vehicle to invest in a portfolio consisting primarily of publicly traded U.S. master limited partnerships (“MLPs”), including oil and gas exploitation, energy infrastructure and energy shipping companies. The Company commenced operations on October 31, 2005. The Company’s stock is listed on the New York Stock Exchange under the symbol “TYN.”
Pursuant to a plan of reorganization approved by the stockholders of Tortoise Gas and Oil Corporation (“TGO”) and the approval by the stockholders of the Company of the issuance of additional shares of common stock in connection with the reorganization, the Company acquired all of the net assets of TGO on September 14, 2009, which totaled $30,277,817. A total of 5,550,571 shares of common stock of TGO were exchanged for 1,650,060 shares of common stock of the Company immediately after the closing date. This exchange qualified as a tax-free reorganization under Section 368(a)(1)(C) of the Internal Revenue Code. TGO’s net assets included $3,110,856 of net unrealized depreciation on investments and $21,913,436 of accumulated net realized loss on investments. The aggregate net assets of the Company prior to the reorganization totaled $84,639,318 and following the reorganization the combined net assets of the Company totaled $114,917,13 5.
2. Significant Accounting Policies
A. Use of Estimates
The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amount of assets and liabilities, recognition of distribution income and disclosure of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates.
B. Investment Valuation
The Company primarily owns securities that are listed on a securities exchange or over-the-counter market. The Company values those securities at their last sale price on that exchange or over-the-counter market on the valuation date. If the security is listed on more than one exchange, the Company uses the price from the exchange that it considers to be the principal exchange on which the security is traded. Securities listed on the NASDAQ will be valued at the NASDAQ Official Closing Price, which may not necessarily represent the last sale price. If there has been no sale on such exchange or over-the-counter market on such day, the security will be valued at the mean between the last bid price and last ask price on such day.
The Company may invest up to 50 percent of its total assets in restricted securities. Restricted securities are subject to statutory and contractual restrictions on their public resale, which may make it more difficult to obtain a valuation and may limit the Company’s ability to dispose of them. Investments in restricted securities and other securities for which market quotations are not readily available will be valued in good faith by using fair value procedures approved by the Board of Directors. Such fair value procedures consider factors such as discounts to publicly traded issues, time until conversion date, securities with similar yields, quality, type of issue, coupon, duration and rating. If events occur that affect the value of the Company’s portfolio securities before the net asset value has been calculated (a “significant event”), the portfolio securities so affected will generally be priced using fair value proce dures.
An equity security of a publicly traded company acquired in a direct placement transaction may be subject to restrictions on resale that can affect the security’s liquidity and fair value. Such securities that are convertible or otherwise will become freely tradable will be valued based on the market value of the freely tradable security less an applicable discount. Generally, the discount will initially be equal to the discount at which the Company purchased the securities. To the extent that such securities are convertible or otherwise become freely tradable within a time frame that may be reasonably determined, an amortization schedule may be used to determine the discount.
The Company generally values debt securities at prices based on market quotations for such securities, except those securities purchased with 60 days or less to maturity are valued on the basis of amortized cost, which approximates market value.
C. Foreign Currency Translation
For foreign currency, investments in foreign securities, and other assets and liabilities denominated in a foreign currency, the Company translates these amounts into U.S. dollars on the following basis:
(1) | market value of investment securities, assets and liabilities at the current rate of exchange on the valuation date and | ||
(2) | purchases and sales of investment securities, income and expenses at the relevant rates of exchange on the respective dates of such transactions. |
The Company does not isolate that portion of gains and losses on investments that is due to changes in the foreign exchange rates from that which is due to changes in market prices of equity securities.
D. Forward Foreign Currency Contracts
The Company may enter into forward foreign currency contracts as economic hedges related to specific transactions. All commitments are “marked-to-market” daily at the applicable foreign exchange rate, and any resulting unrealized gains or losses are recorded in the Statement of Operations. The Company recognizes realized gains or losses at the time forward contracts are extinguished.
E. Foreign Withholding Taxes
The Company may be subject to taxes imposed by countries in which it invests with respect to its investment in issuers existing or operating in such countries. Such taxes are generally based on income earned. The Company accrues such taxes when the related income is earned.
F. Security Transactions and Investment Income
Security transactions are accounted for on the date the securities are purchased or sold (trade date). Realized gains and losses are reported on an identified cost basis. Interest income is recognized on the accrual basis, including amortization of premiums and accretion of discounts. Dividend and distribution income is recorded on the ex-dividend date. Distributions from MLPs are generally comprised of income and return of capital from the MLPs. The Company allocates distributions between investment income and return of capital based on estimates made at the time such distributions are received. Such estimates are based on historical information available from each MLP and other industry sources. These estimates may subsequently be revised based on actual allocations received from MLPs after their tax reporting periods are concluded, as the actual character of these distributions is not known until after the fiscal year end of the Company.
2010 Annual Report | 13 |
NOTES TO FINANCIAL STATEMENTS (Continued) |
G. Distributions to Stockholders
Distributions to common stockholders are recorded on the ex-dividend date. The Company may not declare or pay distributions to its common stockholders if it does not meet asset coverage ratios required under the 1940 Act or the rating agency guidelines for its debt and preferred stock (if any) following such distribution. The character of distributions to stockholders made during the year may differ from their ultimate characterization for federal income tax purposes. Distributions paid to stockholders in excess of investment company taxable income and net realized capital gains will be treated as a return of capital to the stockholders. For tax purposes, the Company’s distributions for the year ended November 30, 2010 were approximately 30 percent qualified dividend income and 70 percent return of capital. For book purposes, the source of the Company’s distributions to common stockholders for the year ended November 30, 2010 was 100 per cent return of capital.
H. Federal Income Taxation
From the Company’s inception through November 30, 2008, the Company qualified as a regulated investment company (“RIC”) under the U.S. Internal Revenue Code of 1986, as amended (the “Code”). Effective December 1, 2008, the Company is treated as a taxable corporation for federal and state income tax purposes. The Company is obligated to pay federal and state income taxes on its taxable income. Currently, the highest regular marginal federal income tax rate for a corporation is 35 percent; however, the Company anticipates a marginal effective rate of 34 percent due to expectations of the level of taxable income relative to the federal graduated tax rates, including the tax rate anticipated when temporary differences reverse. The Company may be subject to a 20 percent federal alternative minimum tax on its federal alternative minimum taxable income to the extent that its alternative minimum tax exceeds its regular federal income tax.
The Company invests in MLPs, which generally are treated as partnerships for federal income tax purposes. As a limited partner in the MLPs, the Company reports its allocable share of the MLP’s taxable income in computing its own taxable income. The Company’s tax expense or benefit is included in the Statement of Operations based on the component of income or gains (losses) to which such expense or benefit relates. Deferred income taxes reflect the net effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A valuation allowance is recognized if, based on the weight of available evidence, it is more likely than not that some portion or all of the deferred income tax asset will not be realized.
I. Offering and Debt Issuance Costs
Offering costs related to the issuance of common and preferred stock are charged to additional paid-in capital when the stock is issued. Debt issuance costs related to long-term debt obligations are capitalized and amortized over the period the debt is outstanding.
J. Derivative Financial Instruments
The Company may use derivative financial instruments (principally interest rate swap and forward foreign currency contracts) to manage interest rate and currency risks. The Company has established policies and procedures for risk assessment and the approval, reporting and monitoring of derivative financial instrument activities. The Company does not hold or issue derivative financial instruments for speculative purposes. All derivative financial instruments are recorded at fair value with changes in fair value during the reporting period, and amounts accrued under the agreements, included as unrealized gains or losses in the accompanying Statement of Operations. Cash settlements under the terms of the interest rate swap and forward foreign currency contracts and termination of such contracts are recorded as realized gains or losses in the accompanying Statement of Operations. The Company did not hold any derivative financial instruments during the y ear ended November 30, 2010.
K. Indemnifications
Under the Company’s organizational documents, its officers and directors are indemnified against certain liabilities arising out of the performance of their duties to the Company. In addition, in the normal course of business, the Company may enter into contracts that provide general indemnification to other parties. The Company’s 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.
L. Recent Accounting Pronouncement Standard on Fair Value Measurement
On January 21, 2010, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2010-06, Improving Disclosures about Fair Value Measurements, which amends FASB Accounting Standards Codification Topic 820, Fair Value Measurements and Disclosures, and requires additional disclosures regarding fair value measurements. Specifically, the amendment requires reporting entities to disclose (i) the input and valuation techniques used to measure fair value for both recurring and nonrecurring fair value measurements, for Level 2 or Level 3 positions, (ii) transfers between all levels (including Level 1 and Level 2) on a gross ba sis (i.e. transfers out must be disclosed separately from transfers in) as well as the reason(s) for the transfer, and (iii) purchases, sales, issuances, and settlements on a gross basis in the Level 3 rollforward rather than as one net number. The effective date of the amendment is for interim and annual periods beginning after December 15, 2009; however, the requirement to provide the Level 3 activity for purchases, sales, issuances, and settlements on a gross basis will be effective for interim and annual periods beginning after December 15, 2010. The Company has adopted the disclosures required by this amendment, which did not have a material impact on the financial statements.
3. Concentration of Risk
Under normal conditions, the Company will have at least 80 percent of its total assets in equity securities of companies in the energy sector with their primary operations in North America (“Energy Companies”). Energy Companies include companies that derive more than 50 percent of their revenues from transporting, processing, storing, distributing or marketing natural gas, natural gas liquids, electricity, coal, crude oil or refined petroleum products, or exploring, developing, managing or producing such commodities. The Company may invest up to 50 percent of its total assets in restricted securities. In determining application of these policies, the term “total assets” includes assets obtained through leverage. Companies that primarily invest in a particular
14 | Tortoise North American Energy Corp. |
NOTES TO FINANCIAL STATEMENTS (Continued) |
sector may experience greater volatility than companies investing in a broad range of industry sectors. The Company may, for defensive purposes, temporarily invest all or a significant portion of its assets in investment grade securities, short-term debt securities and cash or cash equivalents. To the extent the Company uses this strategy, it may not achieve its investment objective.
4. Agreements
The Company has entered into an Investment Advisory Agreement with Tortoise Capital Advisors, L.L.C. (the “Adviser”). Under the terms of the agreement, the Company pays the Adviser a fee equal to an annual rate of 1.00 percent of the Company’s average monthly total assets (including any assets attributable to leverage) minus accrued liabilities (other than debt entered into for purposes of leverage and the aggregate liquidation preference of outstanding preferred stock, if any) (“Managed Assets”), in exchange for the investment advisory services provided. The Adviser has contractually agreed to waive fees in an amount equal to an annual rate of 0.10 percent of the Company’s average monthly Managed Assets for the period from January 1, 2009 through December 31, 2010 and to waive fees in an amount equal to an annual rate of 0.05 percent of the Company’s average monthly Managed Assets from January 1, 2011 throu gh December 31, 2011.
U.S. Bancorp Fund Services, LLC serves as the Company’s administrator. The Company pays the administrator a monthly fee computed at an annual rate of 0.04 percent of the first $1,000,000,000 of the Company’s Managed Assets, 0.01 percent on the next $500,000,000 of Managed Assets and 0.005 percent on the balance of the Company’s Managed Assets.
Computershare Trust Company, N.A. serves as the Company’s transfer agent and registrar and Computershare Inc. serves as the Company’s dividend paying agent and agent for the automatic dividend reinvestment plan.
U.S. Bank, N.A. serves as custodian of the Company’s cash and investment securities. The Company pays the custodian a monthly fee computed at an annual rate of 0.004 percent of the Company’s portfolio assets, plus portfolio transaction fees.
5. Income Taxes
Deferred income taxes reflect the net tax effect of temporary differences between the carrying amount of assets and liabilities for financial reporting and tax purposes. Components of the Company’s deferred tax assets and liabilities as of November 30, 2010, are as follows:
Deferred tax assets: | ||
Net operating loss carryforwards | $ | 4,662,306 |
Capital loss carryforwards | 10,105,834 | |
Organization costs | 51,827 | |
State of Kansas credit | 4,055 | |
14,824,022 | ||
Deferred tax liabilities: | ||
Basis reduction of investment in MLPs | 2,213,716 | |
Net unrealized gains on investment securities | 25,788,016 | |
28,001,732 | ||
Total net deferred tax liability | $ | 13,177,710 |
At November 30, 2010, a valuation allowance was not deemed necessary because the Company believes it is more likely than not that there is an ability to realize its deferred tax assets based on the Company’s estimates of the timing of the reversal of deferred tax liabilities. Any adjustments to such estimates will be made in the period such determination is made. The Company’s policy is to record interest and penalties on uncertain tax positions as part of tax expense. As of November 30, 2010, the Company had no uncertain tax positions and no penalties and interest were accrued. The Company does not expect any change to its unrecognized tax positions in the twelve months subsequent to November 30, 2010. All tax years since inception remain open to examination by federal and state tax authorities.
Total income tax expense differs from the amount computed by applying the federal statutory income tax rate of 34 percent to net investment loss and net realized and unrealized gains on investments for the year ended November 30, 2010, as follows:
Application of statutory income tax rate | $ | 18,640,685 | |
State income taxes, net of federal tax benefit | 1,578,976 | ||
Foreign tax expense, net of federal tax benefit | 24,678 | ||
Change in deferred tax liability due to change in overall tax rate | 77,545 | ||
Reorganization costs | 2,130 | ||
Change in valuation allowance | (1,725,053 | ) | |
Total income tax expense | $ | 18,598,961 | |
Total income taxes are computed by applying the federal statutory rate plus a blended state income tax rate. During the year, the Company re-evaluated its overall federal and state income tax rate, increasing it from 36.75 percent to 36.88 percent due to anticipated state apportionment of income and gains.
For the year ended November 30, 2010, the components of income tax expense include current foreign tax expense (for which the federal tax benefit is included in deferred tax expense) of $39,097 and deferred federal and state income tax expense (net of federal tax benefit) of $17,110,504 and $1,449,360, respectively. The deferred income tax expense is net of the reduction in valuation allowance of $1,725,053.
As of November 30, 2010, the Company had a net operating loss for federal income tax purposes of approximately $13,000,000. This includes a net operating loss of $7,900,000 from TGO. The net operating loss may be carried forward for 20 years. If not utilized, this net operating loss will expire as follows: $2,700,000, $5,200,000, $2,000,000, and $3,100,000 in the years ending November 30, 2027, 2028, 2029 and 2030, respectively. Utilization of the net operating loss from TGO is further subject to Section 382 limitations of the Internal Revenue Code, which limit tax attributes subsequent to ownership changes.
As of November 30, 2010, the Company stopped carrying a gross deferred tax asset of approximately $28,300,000 of capital loss carryovers from TGO that could not be utilized due to Section 382 limitations. In prior years, these capital loss carryovers were carried as a gross deferred tax asset; however, a valuation allowance was also established at the time of the TGO merger resulting in zero carrying value for the TGO capital loss carryovers. The Company has a balance in capital loss carryforward of approximately $27,400,000 which may be carried forward for 5 years. This amount includes a capital loss of $4,000,000 from TGO. If not utilized, the capital loss will expire as follows: $2,700,000, $16,600,000, and $8,100,000 in the years ending November 30, 2012, 2013 and 2014, respectively. The capital gains for the year ended November 30, 2010 have been estimated based on information currently available. Such estimate is subject to revision upon recei pt of the 2010 tax reporting information from the individual MLPs. For corporations, capital losses can only be used to offset capital gains and cannot be used to offset ordinary income.
As of November 30, 2010, the aggregate cost of securities for federal income tax purposes was $117,591,609. The aggregate gross unrealized appreciation for all
2010 Annual Report | 15 |
NOTES TO FINANCIAL STATEMENTS (Continued) |
securities in which there was an excess of fair value over tax cost was $78,094,842, the aggregate gross unrealized depreciation for all securities in which there was an excess of tax cost over fair value was $2,168,238 and the net unrealized appreciation was $75,926,604.
6. Fair Value of Financial Instruments
Various inputs are used in determining the value of the Company’s investments. These inputs are summarized in the three broad levels listed below:
Level 1 — | quoted prices in active markets for identical investments | |
Level 2 — | other significant observable inputs (including quoted prices for similar investments, market corroborated inputs, etc.) | |
Level 3 — | significant unobservable inputs (including the Company’s own assumptions in determining the fair value of investments) |
The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.
The following table provides the fair value measurements of applicable Company assets by level within the fair value hierarchy as of November 30, 2010. These assets are measured on a recurring basis.
Fair Value at | ||||||||||||||
Description | November 30, 2010 | Level 1 | Level 2 | Level 3 | ||||||||||
Equity Securities: | ||||||||||||||
Common Stock(a) | $ | 10,095,859 | $ | 10,095,859 | $ | — | $ | — | ||||||
Master Limited Partnerships | ||||||||||||||
and Related Companies(a) | 180,311,668 | 180,311,668 | — | — | ||||||||||
Total Equity Securities | 190,407,527 | 190,407,527 | — | — | ||||||||||
Debt Securities: | ||||||||||||||
Corporate Bonds(a) | 3,012,500 | — | 3,012,500 | — | ||||||||||
Total Debt Securities | 3,012,500 | — | 3,012,500 | — | ||||||||||
Other: | ||||||||||||||
Short-Term Investment(b) | 98,186 | 98,186 | — | — | ||||||||||
Total Other | 98,186 | 98,186 | — | — | ||||||||||
Total | $ | 193,518,213 | $ | 190,505,713 | $ | 3,012,500 | $ | — | ||||||
(a) | All other industry classifications are identified in the Schedule of Investments. |
(b) | Short-term investment is a sweep investment for cash balances in the Company at November 30, 2010. |
The changes for all Level 3 assets measured at fair value on a recurring basis using significant unobservable inputs for the year ended November 30, 2010, are as follows:
Fair value beginning balance | $ | 4,222,609 | |
Total realized gains included in net increase in net assets | |||
applicable to common stockholders | 49,813 | ||
Purchases | 537,762 | ||
Sales | (587,575 | ) | |
Transfers out of Level 3 | (4,222,609 | ) | |
Fair value ending balance | $ | — | |
The Company utilizes the beginning of reporting period method for determining transfers into or out of Level 3. Accordingly, this method is the basis for presenting the rollforward in the preceding table. Under this method, the fair value of the asset at the beginning of the period will be disclosed as a transfer into or out of Level 3, gains or losses for an asset that transfers into Level 3 during the period will be included in the reconciliation, and gains or losses for an asset that transfers out of Level 3 will be excluded from the reconciliation.
For the year ended November 30, 2010, Copano Energy, L.L.C. Class D Common Units in the amount of $1,865,191 were transferred out of Level 3 when they converted into registered and unrestricted common units of Copano Energy, L.L.C and Quest Midstream Partners, L.P. Common Units in the amount of $2,357,418 were transferred out of Level 3 when they converted into registered common units of PostRock Energy Corporation. There were no other transfers between levels.
Valuation Techniques
In general, and where applicable, the Company uses readily available market quotations based upon the last updated sales price from the principal market to determine fair value. This pricing methodology applies to the Company’s Level 1 investments.
Some debt securities are fair valued using a market value obtained from an approved pricing service which utilizes a pricing matrix based upon yield data for securities with similar characteristics or from a direct written broker-dealer quotation from a dealer who has made a market in the security. This pricing methodology applies to the Company’s Level 2 investments.
An equity security of a publicly traded company acquired in a private placement transaction without registration under the Securities Act of 1933, as amended (the “1933 Act”), is subject to restrictions on resale that can affect the security’s fair value. If such a security is convertible into publicly-traded common shares, the security generally will be valued at the common share market price adjusted by a percentage discount due to the restrictions. If the security has characteristics that are dissimilar to the class of security that trades on the open market, the security will generally be valued and categorized as Level 3 in the fair value hierarchy.
For private company investments, value is often realized through a liquidity event of the entire company. Therefore, the value of the company as a whole (enterprise value) at the reporting date often provides the best evidence of the value of the investment and is the initial step for valuing the Company’s privately issued securities. For any one company, enterprise value may best be expressed as a range of fair values, from which a single estimate of fair value will be derived. In determining the enterprise value of a portfolio company, an analysis is prepared consisting of traditional valuation methodologies including market and income approaches. The Company considers some or all of the traditional valuation methods based on the individual circumstances of the portfolio company in order to derive its estimate of enterprise value. Securities priced using this methodology are categorized as Level 3 investments in the fair value hierarchy.
16 | Tortoise North American Energy Corp. |
Notes to Financial Statements (Continued) |
7. Restricted Securities
Certain of the Company’s investments are restricted and are valued as determined in accordance with procedures established by the Board of Directors, as more fully described in Note 2. The table below shows the principal amount, acquisition date(s), acquisition cost, fair value and percent of net assets which the securities comprise at November 30, 2010.
Fair | |||||||||||||||
Value as | |||||||||||||||
Principal | Acquisition | Acquisition | Fair | Percent of | |||||||||||
Company | Amount | Date(s) | Cost | Value | Net Assets | ||||||||||
Connacher Oil & Gas Ltd, | 04/28/08- | ||||||||||||||
10.25%, 12/15/2015 | $ | 2,000,000 | 07/31/08 | $ | 2,122,500 | $ | 1,970,000 | 1.3 | % | ||||||
OPTI Canada Inc., | |||||||||||||||
8.25%, 12/15/2014 | 1,500,000 | 12/14/06 | 1,531,875 | 1,042,500 | 0.6 | ||||||||||
$ | 3,654,375 | $ | 3,012,500 | 1.9 | % | ||||||||||
8. Investment Transactions
For the year ended November 30, 2010, the Company purchased (at cost) and sold securities (proceeds received) in the amount of $50,850,270 and $46,908,585 (excluding short-term and government securities), respectively.
9. Long-Term Debt Obligations
The Company has $15,000,000 aggregate principal amount of Series B private senior notes (the “Notes”) outstanding. The Notes are unsecured obligations of the Company and, upon liquidation, dissolution or winding up of the Company, will rank: (1) senior to all of the Company’s outstanding preferred stock (if any); (2) senior to all of the Company’s outstanding common shares; (3) on 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. Holders of the Notes are entitled to receive cash interest payments each quarter at a fixed annual rate until maturity. The Notes are not listed on any exchange or automated quotation system.
The Notes are redeemable in certain circumstances at the option of the Company. The Notes are also subject to a mandatory redemption if the Company fails to meet asset coverage ratios required under the 1940 Act or the rating agency guidelines if such failure is not waived or cured. At November 30, 2010, the Company was in compliance with asset coverage covenants and basic maintenance covenants for its senior notes.
The estimated fair value of the Series B Notes was calculated, for disclosure purposes, by discounting future cash flows by a rate equal to the current U.S. Treasury rate with an equivalent maturity date, plus either 1) the spread between the interest rate on recently issued debt and the U.S. Treasury rate with a similar maturity date or 2) if there has not been a recent debt issuance, the spread between the AAA corporate finance debt rate and the U.S. Treasury rate with an equivalent maturity date plus the spread between the fixed rates of the Notes and the AAA corporate finance debt rate. The table below shows the issue date, maturity date, fixed rate, notional/carrying amount and estimated fair value as of November 30, 2010.
Notional/ | ||||||||||
Issue | Maturity | Fixed | Carrying | Estimated | ||||||
Series | Date | Date | Rate | Amount | Fair Value | |||||
Series B | June 17, 2008 | June 17, 2011 | 5.56% | $15,000,000 | $15,458,940 |
10. Credit Facility
The Company had a revolving loan commitment amount of $10,000,000 with U.S. Bank, N.A that matured on June 20, 2010. Outstanding balances on the credit facility accrued interest at a variable annual rate equal to one-month LIBOR plus 2.00 percent and unused portions of the credit facility accrued a non-usage fee equal to an annual rate of 0.25 percent.
On June 20, 2010, the Company entered into an amendment to its credit facility that extends the credit facility through June 20, 2011. The terms of the amendment provide for an unsecured revolving credit facility of $15,000,000. During the extension, outstanding balances generally will accrue interest at a variable rate equal to one-month LIBOR plus 1.25 percent and unused portions of the credit facility will accrue a non-usage fee equal to an annual rate of 0.20 percent.
The average principal balance and interest rate for the period during which the credit facility was utilized during the year ended November 30, 2010 was approximately $8,900,000 and 1.93 percent, respectively. At November 30, 2010, the principal balance outstanding was $10,400,000 at an interest rate of 1.51 percent.
Under the terms of the credit facility, the Company must maintain asset coverage required under the 1940 Act. If the Company fails to maintain the required coverage, it may be required to repay a portion of an outstanding balance until the coverage requirement has been met. At November 30, 2010, the Company was in compliance with the terms of the credit facility.
11. Common Stock
The Company has 100,000,000 shares of capital stock authorized and 6,295,750 shares outstanding at November 30, 2010. Transactions in common stock for the year ended November 30, 2010, were as follows:
Shares at November 30, 2009 | 6,262,660 |
Shares issued through reinvestment of distributions | 33,090 |
Shares at November 30, 2010 | 6,295,750 |
12. Subsequent Events
The Company has performed an evaluation of subsequent events through the date the financial statements were issued and has determined that no items require recognition or disclosure.
2010 Annual Report 17
Report of Independent Registered Public Accounting Firm |
The Board of Directors and Stockholders
Tortoise North American Energy Corporation
Tortoise North American Energy Corporation
We have audited the accompanying statement of assets and liabilities of Tortoise North American Energy Corporation (the Company), including the schedule of investments, as of November 30, 2010, and the related statements of operations and cash flows for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, as sessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of November 30, 2010, by correspondence with the custodian and brokers or by other appropriate auditing procedures where replies from brokers were not received. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Tortoise North American Energy Corporation at November 30, 2010, the results of its operations and its cash flows for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.
![](https://capedge.com/proxy/N-CSR/0001206774-11-000111/tortoise_ncsr3x2x1.jpg)
Kansas City, Missouri
January 27, 2011
18 Tortoise North American Energy Corp.
Company Officers and Directors (Unaudited) November 30, 2010 |
Position(s) Held with | Number of | Other Public | ||||||
Company, Term of | Portfolios in Fund | Company | ||||||
Office and Length of | Complex Overseen | Directorships | ||||||
Name and Age* | Time Served | Principal Occupation During Past Five Years | by Director(1) | Held | ||||
Independent Directors | ||||||||
Conrad S. Ciccotello (Born 1960) | Director since 2005 | Tenured Associate Professor of Risk Management and Insurance, Robinson College of Business, Georgia State University (faculty member since 1999); Director of Graduate Personal Financial Planning Programs; formerly, Editor, “Financial Services Review,” (2001-2007) (an academic journal dedicated to the study of individual financial management); formerly, faculty member, Pennsylvania State University (1997-1999). Published several academic and professional journal articles about energy infrastructure and oil and gas MLPs. | 7 | None | ||||
John R. Graham (Born 1945) | Director since 2005 | Executive-in-Residence and Professor of Finance (Part-time), College of Business Administration, Kansas State University (has served as a professor or adjunct professor since 1970); Chairman of the Board, President and CEO, Graham Capital Management, Inc. (primarily a real estate development, investment and venture capital company) and Owner of Graham Ventures (a business services and venture capital firm); Part-time Vice President Investments, FB Capital Management, Inc. (a registered investment adviser), since 2007. Formerly, CEO, Kansas Farm Bureau Financial Services, including seven affiliated insurance or financial service companies (1979-2000). | 7 | None | ||||
Charles E. Heath (Born 1942) | Director since 2005 | Retired in 1999. Formerly, Chief Investment Officer, GE Capital’s Employers Reinsurance Corporation (1989-1999); Chartered Financial Analyst (“CFA”) designation since 1974. | 7 | None | ||||
(1) | This number includes Tortoise Energy Infrastructure Corporation (“TYG”), Tortoise Energy Capital Corporation (“TYY”), Tortoise Capital Resources Corporation (“TTO”), Tortoise Power and Energy Infrastructure Fund, Inc. (“TPZ”), Tortoise MLP Fund, Inc. (“NTG”), one private investment company and the Company. Our Adviser also serves as the investment adviser to TYG, TYY, TTO, TPZ, NTG and the private investment company. | |
* | The address of each director and officer is 11550 Ash Street, Suite 300, Leawood, Kansas 66211. |
2010 Annual Report 19
Company Officers and Directors (Unaudited) (Continued) November 30, 2010 |
Position(s) Held with | Number of | Other Public | ||||||
Company, Term of | Portfolios in Fund | Company | ||||||
Office and Length of | Complex Overseen | Directorships | ||||||
Name and Age* | Time Served | Principal Occupation During Past Five Years | by Director(1) | Held | ||||
Interested Directors and Officers(2) | ||||||||
H. Kevin Birzer (Born 1959) | Director and Chairman of the Board since 2005 | Managing Director of our Adviser since 2002; Member, Fountain Capital Management (1990-May 2009); Vice President, Corporate Finance Department, Drexel Burnham Lambert (1986-1989); formerly, Vice President, F. Martin Koenig & Co., an investment management firm (1983-1986); Director and Chairman of the Board of each of TYG, TYY, TTO, TPZ, NTG and the private investment company since its inception; CFA designation since 1988. | 7 | None | ||||
Terry Matlack (Born 1956) | Chief Financial Officer since 2005 | Managing Director of our Adviser since 2002; Full-time Managing Director, Kansas City Equity Partners, L.C. (“KCEP”) (2001-2002); President, GreenStreet Capital, a private investment firm (1998-2001); Director of each of the Company, TYY, TYG, TPZ, TTO and the privately-held fund managed by the Adviser from inception to September 15, 2009; Chief Financial Officer of each of TYY, TYG, TPZ, TTO and the privately-held fund since its inception; Chief Executive Officer of NTG since 2010; Chief Compliance Officer of each of the Company and TYY from its inception through May 2006 and of TYG from 2004 through May 2006; Treasurer of each of the Company, TYY and TYG from its inception to November 2005; Assistant Treasurer of each of the Company, TYY and TYG from November 2005 to April 2008, of TTO from its inception to April 2008, and of the privately-held fund from its inception to April 2009; CFA designa tion since 1985. | N/A | Epiq Systems, Inc. | ||||
David J. Schulte (Born 1961) | Chief Executive Officer since 2005 | Managing Director of our Adviser since 2002; Full-time Managing Director, KCEP (1993-2002); President and Chief Executive Officer of each of TYY, TYG and TPZ since its inception; President of the Company from 2005 to September 2008; Chief Executive Officer of TTO since 2005 and President of TTO from 2005 to April 2007; President of the privately-held fund since 2007; Chief Executive Officer of the privately-held fund from 2007 to December 2008; Senior Vice President of NTG since 2010; CFA designation since 1992. | N/A | None | ||||
Zachary A. Hamel (Born 1965) | Senior Vice President since April 2007 | Managing Director of our Adviser since 2002; Partner, Fountain Capital (1997- present); Senior Vice President of each of TYY, TTO and TPZ since its inception, of TYG and the privately-held fund since 2007; President of NTG since 2010; Secretary of each of the Company, TYY, TYG and TTO from its inception to April 2007; CFA designation since 1998. | N/A | None | ||||
Kenneth P. Malvey (Born 1965) | Senior Vice President since April 2007; Treasurer since November 2005 | Managing Director of our Adviser since 2002; Partner, Fountain Capital (2002- present); Investment Risk Manager and member of Global Office of Investments, GE Capital’s Employers Reinsurance Corporation (1996-2002); Treasurer of TYY, TYG and TTO since 2005, of TPZ and the privately-held fund since 2007 and of NTG since 2010; Senior Vice President of each of TYY, TTO and TPZ since its inception, of TYG and the privately-held fund since 2007 and of NTG since 2010; Assistant Treasurer of each of the Company, TYY and TYG from its inception to November 2005; Chief Executive Officer of the privately-held fund since December 2008; CFA designation since 1996. | N/A | None | ||||
Rob Thummel (Born 1972) | President since September 2008 | Senior Financial Analyst of the Adviser since 2004; Director of Finance at KLT Inc., a subsidiary of Great Plains Energy (1998-2004); Senior Auditor at Ernst & Young LLP (1995-1998). | N/A | None | ||||
(1) | This number includes TYG, TYY, TTO, TPZ, NTG, one private investment company and the Company. Our Adviser also serves as the investment adviser to TYG, TYY, TTO, TPZ, NTG and the private investment company. | |
(2) | As a result of their respective positions held with our Adviser or its affiliates, these individuals are considered “interested persons” within the meaning of the 1940 Act. | |
* | The address of each director and officer is 11550 Ash Street, Suite 300, Leawood, Kansas 66211. |
20 Tortoise North American Energy Corp.
Additional Information (Unaudited) |
Director and Officer Compensation
The Company does not compensate any of its directors who are “interested persons,” as defined in Section 2(a)(19) of the 1940 Act, nor any of its officers. For the year ended November 30, 2010, the aggregate compensation paid by the Company to the independent directors was $55,000. The Company did not pay any special compensation to any of its directors or officers.
Forward-Looking Statements
This report contains “forward-looking statements” within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934. By their nature, all forward-looking statements involve risks and uncertainties, and actual results could differ materially from those contemplated by the forward-looking statements. Several factors that could materially affect the Company’s actual results are the performance of the portfolio of stocks held by it, the conditions in the U.S. and international financial, petroleum and other markets, the price at which shares of the Company will trade in the public markets and other factors discussed in filings with the SEC.
Proxy Voting Policies
A description of the policies and procedures that the Company uses to determine how to vote proxies relating to portfolio securities owned by the Company and information regarding how the Company voted proxies relating to the portfolio of securities during the 12-month period ended June 30, 2010 is available to stockholders (i) without charge, upon request by calling the Company at (913) 981-1020 or toll-free at (866) 362-9331 and on the Company’s Web site at www.tortoiseadvisors.com; and (ii) on the SEC’s Web site at www.sec.gov.
Form N-Q
The Company files its complete schedule of portfolio holdings for the first and third quarters of each fiscal year with the SEC on Form N-Q. The Company’s Form N-Q is available without charge upon request by calling the Company at (866) 362-9331 or by visiting the SEC’s Web site at www.sec.gov. In addition, you may review and copy the Company’s Form N-Q at the SEC’s Public Reference Room in Washington, D.C. You may obtain information on the operation of the Public Reference Room by calling (800) SEC-0330.
The Company’s Form N-Qs are also available on the Company’s Web site at www.tortoiseadvisors.com.
Statement of Additional Information
The Statement of Additional Information (“SAI”) includes additional information about the Company’s directors and is available upon request without charge by calling the Company at (866) 362-9331 or by visiting the SEC’s Web site at www.sec.gov.
Certifications
The Company’s Chief Executive Officer submitted to the New York Stock Exchange the annual CEO certification as required by Section 303A.12(a) of the NYSE Listed Company Manual.
The Company has filed with the SEC, as an exhibit to its most recently filed Form N-CSR, the certification of its Chief Executive Officer and Chief Financial Officer required by Section 302 of the Sarbanes-Oxley Act.
Privacy Policy
In order to conduct its business, the Company collects and maintains certain nonpublic personal information about its stockholders of record with respect to their transactions in shares of the Company’s securities. This information includes the stockholder’s address, tax identification or Social Security number, share balances, and dividend elections. We do not collect or maintain personal information about stockholders whose share balances of our securities are held in “street name” by a financial institution such as a bank or broker.
We do not disclose any nonpublic personal information about you, the Company’s other stockholders or the Company’s former stockholders to third parties unless necessary to process a transaction, service an account, or as otherwise permitted by law.
To protect your personal information internally, we restrict access to nonpublic personal information about the Company’s stockholders to those employees who need to know that information to provide services to our stockholders. We also maintain certain other safeguards to protect your nonpublic personal information.
Automatic Dividend Reinvestment Plan
If a stockholder’s shares are registered directly with the Company or with a brokerage firm that participates in the Company’s Automatic Dividend Reinvestment Plan (the “Plan”), all distributions are automatically reinvested for stockholders by the Plan Agent in additional shares of common stock of the Company (unless a stockholder is ineligible or elects otherwise). Stockholders holding shares that participate in the Plan in a brokerage account may not be able to transfer the shares to another broker and continue to participate in the Plan. Stockholders who elect not to participate in the Plan will receive all distributions payable in cash paid by check mailed directly to the stockholder of record (or, if the shares are held in street or other nominee name, then to such nominee) by Computershare, as dividend paying agent. Distributions subject to tax (if any) are taxable whether or not shares are reinvested.
If, on the distribution payment date, the net asset value per share of the common stock is equal to or less than the market price per share of common stock plus estimated brokerage commissions, the Company will issue additional shares of common stock to participants. The number of shares will be determined by the greater of the net asset value per share or 95 percent of the market price. Otherwise, shares generally will be purchased on the open market by the Plan Agent as soon as possible following the payment date or purchase date, but in no event later than 30 days after such date except as necessary to comply with applicable law. There are no brokerage charges with respect to shares issued directly by the Company as a result of distributions payable either in shares or in cash. However, each participant will pay a pro rata share of brokerage commissions incurred with respect to the Plan Agent’s open-market purchases in connection with the r einvestment of distributions. If a participant elects to have the Plan Agent sell part or all of his or her common stock and remit the proceeds, such participant will be charged a transaction fee of $15.00 plus his or her pro rata share of brokerage commissions on the shares sold.
Participation is completely voluntary. Stockholders may elect not to participate in the Plan, and participation may be terminated or resumed at any time without penalty, by giving notice in writing, by telephone or Internet to Computershare, the Plan Agent, at the address set forth below. Such termination will be effective with respect to a particular distribution if notice is received prior to such record date.
Additional information about the Plan may be obtained by writing to Computershare Trust Company, N.A., P.O. Box 43078, Providence, R.I. 02940-3078. You may also contact Computershare by phone at (800) 426-5523 or visit their Web site at www.computershare.com.
Approval of the Investment Advisory Agreement
In approving the renewal of the Investment Advisory Agreement in November 2010, the directors who are not “interested persons” (as defined in the Investment Company Act of 1940) of the Company (“Independent Directors”) requested and received extensive data and information from the Adviser concerning the Company and the
2010 Annual Report 21
Additional Information (Unaudited) (Continued) |
services provided to it by the Adviser under the Investment Advisory Agreement. In addition, the Independent Directors requested and received data and information from the Adviser, which also included information from independent, third-party sources, regarding the factors considered in their evaluation.
Factors Considered
The Independent Directors considered and evaluated all the information provided by the Adviser. The Independent Directors did not identify any single factor as being all-important or controlling, and each Independent Director may have attributed different levels of importance to different factors. In deciding to renew the agreement, the Independent Directors’ decision was based on the following factors.
Nature, Extent and Quality of Services Provided. The Independent Directors considered information regarding the history, qualification and background of the Adviser and the individuals responsible for the Adviser’s investment program, the adequacy of the number of the Adviser personnel and other Adviser resources and plans for growth, use of affiliates of the Adviser, and the particular expertise with respect to energy infrastructure companies, MLP markets and financing (including private financing). The Independent Directors concluded that the unique nature of the Company and the specialized expertise of the Adviser in the niche market of MLPs made it uniquely qualified to serve as the advisor. Further, the Independent Directors recognized that the Adviser’s commitment to a lon g-term investment horizon correlated well to the investment strategy of the Company.
Investment Performance of the Company and the Adviser, Costs of the Services To Be Provided and Profits To Be Realized by the Adviser and its Affiliates from the Relationship, and Fee Comparisons. The Independent Directors reviewed and evaluated information regarding the Company’s performance (including quarterly, last twelve months, and from inception) and the performance of the other Adviser accounts (including other investment companies), and information regarding the nature of the markets during the performance period, with a particular focus on the MLP sector. The Independent Directors also considered the Company’s performance as compared to comparable closed-end funds for the relevant periods.
The Adviser provided detailed information concerning its cost of providing services to the Company, its profitability in managing the Company, its overall profitability, and its financial condition. The Independent Directors reviewed with the Adviser the methodology used to prepare this financial information. This financial information regarding the Adviser is considered in order to evaluate the Adviser’s financial condition, its ability to continue to provide services under the Investment Advisory Agreement, and the reasonableness of the current management fee, and was, to the extent possible, evaluated in comparison to other closed-end funds with similar investment objectives and strategies.
The Independent Directors considered and evaluated information regarding fees charged to, and services provided to, other investment companies advised by the Adviser (including the impact of any fee waiver or reimbursement arrangements and any expense reimbursement arrangements), fees charged to separate institutional accounts by the Adviser, and comparisons of fees of closed-end funds with similar investment objectives and strategies, including other MLP investment companies, to the Company. The Directors also considered the Adviser’s contractual agreement to waive fees in the amount of 0.10 percent of its 1.00 percent investment advisory fee for the period from January 1, 2010 through December 31, 2010 and in the amount of 0.05 percent of its 1.00 percent investment advisory fee for the period from January 1, 2011 through December 31, 2011. The Independent Directors concluded that the fees and expenses that the Company is paying under the Investment Advisory Agreement are reasonable given the quality of services provided under the Investment Advisory Agreement and that such fees and expenses are comparable to, and in many cases lower than, the fees charged by advisers to comparable funds.
Economies of Scale. The Independent Directors considered information from the Adviser concerning whether economies of scale would be realized as the Company grows, and whether fee levels reflect any economies of scale for the benefit of the Company’s stockholders. The Independent Directors concluded that economies of scale are difficult to measure and predict overall. Accordingly, the Independent Directors reviewed other information, such as year-over-year profitability of the Adviser generally, the profitability of its management of the Company specifically, and the fees of competitive funds not managed by the Adviser over a range of asset sizes. The Independent Directors concluded the Adviser is appropriately sharing any economies of scale through its competitive fee structure and t hrough reinvestment in its business to provide stockholders additional content and services.
Collateral Benefits Derived by the Adviser. The Independent Directors reviewed information from the Adviser concerning collateral benefits it receives as a result of its relationship with the Company. They concluded that the Adviser generally does not use the Company’s or stockholder information to generate profits in other lines of business, and therefore does not derive any significant collateral benefits from them.
The Independent Directors did not, with respect to their deliberations concerning their approval of the continuation of the Investment Advisory Agreement, consider the benefits the Adviser may derive from relationships the Adviser may have with brokers through soft dollar arrangements because the Adviser does not employ any such arrangements in rendering its advisory services to the Company. Although the Adviser may receive research from brokers with whom it places trades on behalf of clients, the Adviser does not have soft dollar arrangements or understandings with such brokers regarding receipt of research in return for commissions.
Conclusions of the Directors
As a result of this process, the Independent Directors, assisted by the advice of legal counsel that is independent of the Adviser, taking into account all of the factors discussed above and the information provided by the Adviser, unanimously concluded that the Investment Advisory Agreement between the Company and the Adviser is fair and reasonable in light of the services provided and should be renewed.
22 Tortoise North American Energy Corp.
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Office of the Company and of the Investment Adviser Tortoise Capital Advisors, L.L.C. 11550 Ash Street, Suite 300 Leawood, Kan. 66211 (913) 981-1020 (913) 981-1021 (fax) www.tortoiseadvisors.com Managing Directors of Tortoise Capital Advisors, L.L.C. H. Kevin Birzer Zachary A. Hamel Kenneth P. Malvey Terry Matlack David J. Schulte Board of Directors of Tortoise North American Energy Corp. H. Kevin Birzer, Chairman Tortoise Capital Advisors, L.L.C. Conrad S. Ciccotello Independent John R. Graham Independent Charles E. Heath Independent | ADMINISTRATOR U.S. Bancorp Fund Services, LLC 615 East Michigan St. Milwaukee, Wis. 53202 CUSTODIAN U.S. Bank, N.A. 1555 North Rivercenter Drive, Suite 302 Milwaukee, Wis. 53212 TRANSFER, DIVIDEND DISBURSING AND REINVESTMENT AGENT Computershare Trust Company, N.A. / Computershare Inc. P.O. Box 43078 Providence, R.I. 02940-3078 (800) 426-5523 www.computershare.com LEGAL COUNSEL Husch Blackwell LLP 4801 Main St. Kansas City, Mo. 64112 INVESTOR RELATIONS (866) 362-9331 info@tortoiseadvisors.com STOCK SYMBOL Listed NYSE Symbol: TYN This report is for stockholder information. This is not a prospectus intended for use in the purchase or sale of fund shares. Past performance is no guarantee of future results and your investment may be worth more or less at the time you sell. |
Tortoise Capital Advisors’ Public Investment Companies | |||||||||
Total Assets | |||||||||
Ticker/ | Primary Target | Investor | as of 12/31/10 | ||||||
Name | Inception Date | Investments | Suitability | ($ in millions) | |||||
Tortoise North American | TYN | U.S. Energy Infrastructure | Retirement Accounts | $197 | |||||
Energy Corp. | Oct. 2005 | Pension Plans | |||||||
Taxable Accounts | |||||||||
Tortoise Energy | TYG | U.S. Energy Infrastructure | Retirement Accounts | $1,481 | |||||
Infrastructure Corp. | Feb. 2004 | Pension Plans | |||||||
Taxable Accounts | |||||||||
Tortoise Energy | TYY | U.S. Energy Infrastructure | Retirement Accounts | $789 | |||||
Capital Corp. | May 2005 | Pension Plans | |||||||
Taxable Accounts | |||||||||
Tortoise Power and Energy | TPZ | U.S. Power and Energy Investment | Retirement Accounts | $206 | |||||
Infrastructure Fund, Inc. | July 2009 | Grade Debt and Dividend-Paying | Pension Plans | ||||||
Equity Securities | Taxable Accounts | ||||||||
Tortoise MLP Fund, Inc. | NTG | U.S. Energy Infrastructure | Retirement Accounts | $1,574 | |||||
July 2010 | Natural Gas Energy | Pension Plans | |||||||
Infrastructure Emphasis | Taxable Accounts | ||||||||
Tortoise Capital | TTO | U.S. Energy Infrastructure | Retirement Accounts | $90 | |||||
Resources Corp. | Dec. 2005 | Private and Micro Cap | Pension Plans | (as of 8/31/10) | |||||
(Feb. 2007 – IPO) | Public Companies | Taxable Accounts |
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Item 2. Code of Ethics.
The Registrant has adopted a code of ethics that applies to the Registrant’s Chief Executive Officer and its Chief Financial Officer. The Registrant has not made any amendments to this code of ethics during the period covered by this report. The Registrant has not granted any waivers from any provisions of this code of ethics during the period covered by this report.
Item 3. Audit Committee Financial Expert.
The Registrant’s Board of Directors has determined that there is at least one “audit committee financial expert” serving on its audit committee. Mr. Conrad Ciccotello is the “audit committee financial expert” and is considered to be “independent” as each term is defined in Item 3 of Form N-CSR. In addition to his experience overseeing or assessing the performance of companies or public accountants with respect to the preparation, auditing or evaluation of financial statements, Mr. Ciccotello has a Ph.D. in Finance.
Item 4. Principal Accountant Fees and Services.
The Registrant has engaged its principal accountant to perform audit services, audit-related services and tax services during the past two fiscal years. “Audit services” refer to performing an audit of the Registrant's annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years. “Audit-related services” refer to the assurance and related services by the principal accountant that are reasonably related to the performance of the audit. “Tax services” refer to professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning. The following table details the approximate amounts of aggregate fees billed to the Registrant for the last two fiscal years for audit fees, audit-related fees, tax fees and other fees by the principal accountant.
FYE 11/30/2010 | FYE 11/30/2009 | ||||||
Audit Fees | $ | 109,000 | $ | 205,000 | |||
Audit-Related Fees | — | — | |||||
Tax Fees | $ | 39,000 | $ | 56,000 | |||
All Other Fees | — | — | |||||
Aggregate Non-Audit Fees | $ | 39,000 | $ | 56,000 |
The audit committee has adopted pre-approval polices and procedures that require the audit committee to pre-approve (i) the selection of the Registrant’s independent registered public accounting firm, (ii) the engagement of the independent registered public accounting firm to provide any non-audit services to the Registrant, (iii) the engagement of the independent registered public accounting firm to provide any non-audit services to the Adviser or any entity controlling, controlled by, or under common control with the Adviser that provides ongoing services to the Registrant, if the engagement relates directly to the operations and financial reporting of the Registrant, and (iv) the fees and other compensation to be paid to the independent registered public accounting firm. The Chairman of the audit committee may grant the pre-approval of any engagement of the independent registered public accounting firm for non-audit services of less than $10,000, and such delegated pre-approvals will be presented to the full audit committee at its next meeting. Under certain limited circumstances, pre-approvals are not required under securities law regulations for certain non-audit services below certain de minimus thresholds. Since the adoption of these policies and procedures, the audit committee has pre-approved all audit and non-audit services provided to the Registrant by the principal accountant. None of these services provided by the principal accountant were approved by the audit committee pursuant to the de minimus exception under Rule 2.01(c)(7)(i)(C) or Rule 2.01(c)(7)(ii) of Regulation S-X. All of the principal accountant’s hours spent on auditing the Registrant’s financial statements were attributed to work performed by full-time permanent employees of the principal accountant.
In the Registrant’s fiscal years ended November 30, 2010 and 2009, the Adviser paid approximately $88,000 and $130,000 in fees, respectively, for research and consultations relating to fund structure, tax and accounting, and audit-related fees relating to closed-end management investment companies prior to their initial public offerings. These non-audit services were not required to be preapproved by the Registrant’s audit committee. No entity controlling, controlled by, or under common control with the Adviser that provides ongoing services to the Registrant, has paid to, or been billed for fees by, the principal accountant for non-audit services rendered to the Adviser or such entity during the Registrant’s last two fiscal years. The audit committee has considered whether the principal accountant’s provision of services (other than audit services) to the Registrant, the Adviser or any entity controlling, controlled by, o r under common control with the Adviser that provides services to the Registrant is compatible with maintaining the principal accountant’s independence in performing audit services.
Item 5. Audit Committee of Listed Registrants.
The Registrant has a separately-designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, and is comprised of Mr. Conrad S. Ciccotello, Mr. John R. Graham and Mr. Charles E. Heath.
Item 6. Schedule of Investments.
Schedule of Investments is included as part of the report to shareholders filed under Item 1.
Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.
Copies of the proxy voting policies and procedures of the Registrant and the Adviser are attached hereto as Exhibit 99.VOTEREG and Exhibit 99.VOTEADV, respectively.
Item 8. Portfolio Managers of Closed-End Management Investment Companies.
Unless otherwise indicated, information is presented as of November 30, 2010.
Portfolio Managers
As of the date of this filing, management of the Registrant’s portfolio is the responsibility of a team of portfolio managers consisting of H. Kevin Birzer, Terry Matlack, David J. Schulte, Zachary A. Hamel and Kenneth P. Malvey, all of whom are Managers of the Adviser, comprise the investment committee of the Adviser and share responsibility for such investment management. All decisions to invest in a portfolio company must be approved by the unanimous decision of the Adviser’s investment committee and any one member of the Adviser’s investment committee can require the Adviser to sell a security or can veto the investment committee’s decision to invest in a security. Biographical information about each member of the Adviser’s investment committee as of the date of this filing is set forth below.
Position(s) Held | ||||
with Company | ||||
and Length of | Principal Occupation | |||
Name and Age* | Time Served | During Past Five Years | ||
H. Kevin Birzer (Born 1959) | Director and Chairman of the Board since 2005 | Managing Director of the Adviser since 2002; Member, Fountain Capital Management, LLC (“Fountain Capital”), a registered investment adviser, (1990-May 2009); Director and Chairman of the Board of each of Tortoise Energy Infrastructure Corporation (“TYG”), Tortoise Energy Capital Corporation (“TYY”), Tortoise Capital Resources Corporation (“TTO”), Tortoise Power and Energy Infrastructure Fund, Inc. (“TPZ”), Tortoise MLP Fund, Inc (“NTG”) and the privately held investment company managed by the Adviser since its inception; Vice President, Corporate Finance Department, Drexel Burnham Lambert (1986-1989); Vice President, F. Martin Koenig & Co., an investment management firm (1983-1986). CFA designation since 1988. | ||
Terry Matlack (Born 1956) | Chief Financial Officer since 2005 | Managing Director of our Adviser since 2002; Full-time Managing Director, Kansas City Equity Partners, L.C. (“KCEP”) (2001-2002); formerly, President, GreenStreet Capital, a private investment firm (1998-2001); Director of each of the Company, TYG, TYY, TTO, TPZ and the privately held investment company from its inception to September 15, 2009; Chief Executive Officer of NTG since 2010; Chief Financial Officer of each of TYG, TYY, TTO, TPZ and the privately held investment company since its inception; Chief Compliance Officer of each of the Company and TYY from their inception through May 2006 and of TYG from 2004 through May 2006; Treasurer of each of the Company, TYG and TYY from their inception to November 2005; Assistant Treasurer of the Company, TYG and TYY from November 2005 to April 2008, of TTO from its inception to April 2008, and of the privately held investment company from its inception to April 2009; CFA designation since 19 85. | ||
David J. Schulte (Born 1961) | Chief Executive Officer since 2005 | Managing Director of our Adviser since 2002; Full-time Managing Director, KCEP (1993-2002); President of the Company from inception to September 2008; President and Chief Executive Officer of TYG since 2003, of TYY since 2005 and of TPZ since 2007; Chief Executive Officer of TTO since 2005 and President of TTO from 2005 to April 2007; Senior Vice President of NTG since 2010; President of the privately held investment company since 2007 and Chief Executive Officer from 2007 to December 2008; CFA designation since 1992. | ||
Zachary A. Hamel (Born 1965) | Senior Vice President since April 2007 | Managing Director of our Adviser since 2002; Partner, Fountain Capital Management (1997-present); Senior Vice President of TYY and TTO since 2005 and of TYG, TPZ and the privately held investment company since 2007; Secretary of each of the Company, TYG, TYY and TTO from their inception to April 2007; CFA designation since 1998. | ||
Kenneth P. Malvey (Born 1965) | Senior Vice President since April 2007; Treasurer since November 2005 | Managing Director of our Adviser since 2002; Partner, Fountain Capital Management (2002-present); formerly Investment Risk Manager and member of Global Office of Investments, GE Capital’s Employers Reinsurance Corporation (1996-2002); Treasurer of TYG and TYY since November 2005, of TTO since September 2005, and of TPZ and the privately held investment company since 2007; Senior Vice President of TYY and TTO since 2005, and of TYG, TPZ and the privately held investment company since 2007; Assistant Treasurer of the Company, TYG and TYY from their inception to November 2005; Chief Executive Officer of the privately held investment company since December 2008; CFA designation since 1996. |
*The address of each director and officer is 11550 Ash Street, Suite 300, Leawood, Kansas 66211.
Mr. Birzer also serves as director and Chairman of the Board of TYG, TYY, TPZ, NTG and the privately held investment company advised by our Adviser, registered closed-end management investment companies, as well as TTO, a closed-end management investment company that has elected to be regulated as a business development company. The Adviser also serves as the investment adviser to TYG, TYY, TTO, TPZ, NTG and the privately held investment company.
The following table provides information about the other accounts managed on a day-to-day basis by each of the portfolio managers as of November 30, 2010:
Number of | |||||||||||||
Accounts | Total Assets of | ||||||||||||
Paying a | Accounts Paying | ||||||||||||
Number of | Total Assets of | Performance | a Performance | ||||||||||
Name of Manager | Accounts | Accounts | Fee | Fee | |||||||||
H. Kevin Birzer | |||||||||||||
Registered investment companies | 7 | $ | 4,179,450,137 | 0 | — | ||||||||
Other pooled investment vehicles | 5 | $ | 161,554,734 | 1 | $ | 90,650,668 | |||||||
Other accounts | 417 | $ | 1,396,629,115 | 0 | — | ||||||||
Zachary A. Hamel | |||||||||||||
Registered investment companies | 7 | $ | 4,179,450,137 | 0 | — | ||||||||
Other pooled investment vehicles | 7 | $ | 215,889,637 | 1 | $ | 90,650,668 | |||||||
Other accounts | 429 | $ | 2,507,799,381 | 0 | — | ||||||||
Kenneth P. Malvey | |||||||||||||
Registered investment companies | 7 | $ | 4,179,450,137 | 0 | — | ||||||||
Other pooled investment vehicles | 7 | $ | 215,889,637 | 1 | $ | 90,650,668 | |||||||
Other accounts | 429 | $ | 2,507,799,381 | 0 | — | ||||||||
Terry Matlack | |||||||||||||
Registered investment companies | 7 | $ | 4,179,450,137 | 0 | — | ||||||||
Other pooled investment vehicles | 5 | $ | 161,554,734 | 1 | $ | 90,650,668 | |||||||
Other accounts | 417 | $ | 1,396,629,115 | 0 | — | ||||||||
David J. Schulte | |||||||||||||
Registered investment companies | 7 | $ | 4,179,450,137 | 0 | — | ||||||||
Other pooled investment vehicles | 5 | $ | 161,554,734 | 1 | $ | 90,650,668 | |||||||
Other accounts | 417 | $ | 1,396,629,115 | 0 | — |
Material Conflicts of Interest
Conflicts of interest may arise from the fact that the Adviser and its affiliates carry on substantial investment activities for other clients, in which the Registrant has no interest, some of which may have investment strategies similar to the Registrant. The Adviser or its affiliates may have financial incentives to favor certain of these accounts over the Registrant. For example, the Adviser may have an incentive to allocate potentially more favorable investment opportunities to other funds and clients that pay the Adviser an incentive or performance fee. Performance and incentive fees also create the incentive to allocate potentially riskier, but potentially better performing, investments to such funds and other clients in an effort to increase the incentive fee. The Adviser also may have an incentive to make investments in one fund, having the effect of increasing the value of a security in the same issuer held by another fund, which, in tur n, may result in an incentive fee being paid to the Adviser by that other fund. Any of their proprietary accounts or other customer accounts may compete with the Registrant for specific trades. The Adviser or its affiliates may give advice and recommend securities to, or buy or sell securities for, other accounts and customers, which advice or securities recommended may differ from advice given to, or securities recommended or bought or sold for, the Registrant, even though their investment objectives may be the same as, or similar to, the Registrant’s objectives. When two or more clients advised by the Adviser or its affiliates seek to purchase or sell the same publicly traded securities, the securities actually purchased or sold will be allocated among the clients on a good faith equitable basis by the Adviser in its discretion and in accordance with the clients’ various investment objectives and the Adviser’s procedures. In some cases, this system may adversely affect the price or size o f the position the Registrant may obtain or sell. In other cases, the Registrant’s ability to participate in volume transactions may produce better execution for it.
The Adviser also serves as investment adviser for five other publicly traded and one privately held closed-end management investment companies, all of which invest in the energy sector.
Situations may occur when the Registrant could be disadvantaged because of the investment activities conducted by the Adviser and its affiliates for their other accounts. Such situations may be based on, among other things, the following: (1) legal or internal restrictions on the combined size of positions that may be taken for the Registrant or the other accounts, thereby limiting the size of the Registrant’s position; (2) the difficulty of liquidating an investment for the Registrant or the other accounts where the market cannot absorb the sale of the combined position; or (3) limits on co-investing in private placement securities under the Investment Company Act of 1940. The Registrant’s investment opportunities may be limited by affiliations of the Adviser or its affiliates with energy infrastructure companies.
Under the Investment Company Act of 1940, the Registrant and its affiliated companies may be precluded from co-investing in negotiated private placements of securities. As such, the Registrant will not co-invest with its affiliates in negotiated private placement transactions. The Adviser will observe a policy for allocating negotiated private investment opportunities among its clients that takes into account the amount of each client’s available cash and its investment objectives. These allocation policies may result in the allocation of investment opportunities to an affiliated company rather than to the Registrant.
To the extent that the Adviser sources and structures private investments in master limited partnerships (“MLPs”), certain employees of the Adviser may become aware of actions planned by MLPs, such as acquisitions, which may not be announced to the public. It is possible that the Registrant could be precluded from investing in or selling securities of an MLP about which the Adviser has material, non-public information; however, it is the Adviser’s intention to ensure that any material, non-public information available to certain employees of the Adviser is not shared with the employees responsible for the purchase and sale of publicly traded MLP securities. The Registrant’s investment opportunities also may be limited by affiliations of the Adviser or its affiliates with energy infrastructure companies.
The Adviser and its principals, officers, employees, and affiliates may buy and sell securities or other investments for their own accounts and may have actual or potential conflicts of interest with respect to investments made on the Registrant’s behalf. As a result of differing trading and investment strategies or constraints, positions may be taken by principals, officers, employees, and affiliates of the Adviser that are the same as, different from, or made at a different time than positions taken for the Registrant. Further, the Adviser may at some time in the future, manage additional investment funds with the same investment objective as the Registrant’s.
Compensation
None of Messrs. Birzer, Hamel, Malvey, Matlack or Schulte receives any direct compensation from the Registrant or any other of the managed accounts reflected in the table above. All such accounts are managed by the Adviser or Fountain Capital. Messrs. Birzer, Hamel, Malvey, Matlack and Schulte are full-time employees of the Adviser and receive a fixed salary for the services they provide. They are also eligible for an annual cash bonus and awards of common interests in the Adviser’s parent company based on the Adviser’s earnings and the satisfaction of certain other conditions. Additional benefits received by Messrs. Birzer, Hamel, Malvey, Matlack and Schulte are normal and customary employee benefits generally available to all salaried employees. Each of Messrs. Birzer, Hamel, Malvey, Matlack and Schulte own an equity interest in Tortoise Holdings, LLC which wholly owns the Adviser, and each thus benefits from increases in the net in come of the Adviser.
Securities Owned in the Registrant by Portfolio Managers
The following table provides information about the dollar range of equity securities in the Registrant beneficially owned by each of the portfolio managers as of November 30, 2010:
Aggregate Dollar Range of | |||
Portfolio Manager | Holdings in the Registrant | ||
H. Kevin Birzer | $100,001-$500,000 | ||
Zachary A. Hamel | $10,001-$50,000 | ||
Kenneth P. Malvey | $50,001-$100,000 | ||
Terry Matlack | $100,001-$500,000 | ||
David J. Schulte | $100,001-$500,000 |
(d) | ||||
(c) | Maximum Number (or | |||
Total Number of | Approximate Dollar | |||
(a) | Shares (or Units) | Value) of Shares (or | ||
Total Number of | (b) | Purchased as Part of | Units) that May Yet | |
Shares (or Units) | Average Price Paid | Publicly Announced | Be Purchased Under | |
Period | Purchased | per Share (or Unit) | Plans or Programs | the Plans or Programs |
Month #1 | 0 | 0 | 0 | 0 |
6/1/10-6/30/10 | ||||
Month #2 | 0 | 0 | 0 | 0 |
7/1/10-7/31/10 | ||||
Month #3 | 0 | 0 | 0 | 0 |
8/1/10-8/31/10 | ||||
Month #4 | 0 | 0 | 0 | 0 |
9/1/10-9/30/10 | ||||
Month #5 | 0 | 0 | 0 | 0 |
10/1/10-10/31/10 | ||||
Month #6 | 0 | 0 | 0 | 0 |
11/1/10-11/30/10 | ||||
Total | 0 | 0 | 0 | 0 |
Item 10. Submission of Matters to a Vote of Security Holders.
None.
Item 11. Controls and Procedures.
(a) The Registrant’s Chief Executive Officer and its Chief Financial Officer have concluded that the Registrant's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940 (the “1940 Act”)) are effective as of a date within 90 days of the filing date of this report, based on the evaluation of these controls and procedures required by Rule 30a-3(b) under the 1940 Act and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934, as amended.
(b) There were no changes in the Registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act) that occurred during the Registrant’s second fiscal quarter of the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Registrant’s internal control over financial reporting.
Item 12. Exhibits.
(a)(1) Any code of ethics or amendment thereto, that is the subject of the disclosure required by Item 2, to the extent that the Registrant intends to satisfy Item 2 requirements through filing of an exhibit. Filed herewith.
(2) Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Filed herewith.
(3) Any written solicitation to purchase securities under Rule 23c-1 under the Act sent or given during the period covered by the report by or on behalf of the Registrant to 10 or more persons. None.
(b) Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Furnished herewith.
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.
(Registrant) | Tortoise North American Energy Corporation | |
By (Signature and Title) | /s/ David J. Schulte | |
David J. Schulte, Chief Executive Officer | ||
Date January 27, 2011 |
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.
By (Signature and Title) | /s/ David J. Schulte | |
David J. Schulte, Chief Executive Officer | ||
Date January 27, 2011 | ||
By (Signature and Title) | /s/ Terry Matlack | |
Terry Matlack, Chief Financial Officer | ||
Date January 27, 2011 |