nv30bv2
CONTENTS
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS: This report of Kayne Anderson MLP
Investment Company (the Company) contains forward-looking statements as defined under the
U.S. federal securities laws. Generally, the words believe, expect, intend, estimate,
anticipate, project, will and similar expressions identify forward-looking statements, which
generally are not historical in nature. Forward-looking statements are subject to certain risks and
uncertainties that could cause actual results to materially differ from the Companys historical
experience and its present expectations or projections indicated in any forward-looking statements.
These risks include, but are not limited to, changes in economic and political conditions;
regulatory and legal changes; master limited partnership industry risk; leverage risk; valuation
risk; interest rate risk; tax risk; and other risks discussed in the Companys filings with the
Securities and Exchange Commission (SEC). You should not place undue reliance on forward-looking
statements, which speak only as of the date they are made. The Company undertakes no obligation to
update or revise any forward-looking statements made herein. There is no assurance that the
Companys investment objectives will be attained.
KAYNE ANDERSON MLP INVESTMENT COMPANY
MANAGEMENT DISCUSSION
FOR THE QUARTER ENDED AUGUST 31, 2010
(UNAUDITED)
Overview
Kayne Anderson MLP Investment Company is a non-diversified, closed-end fund formed in
September 2004. Our investment objective is to obtain a high after-tax total return by investing at
least 85% of our total assets in energy-related master limited partnerships and their affiliates
(MLPs) and in other companies that operate assets used in the gathering, transporting,
processing, storing, refining, distributing, mining or marketing of natural gas, natural gas
liquids, crude oil, refined petroleum products or coal (collectively with MLPs, Midstream Energy
Companies).
As of August 31, 2010, we had total assets of $2.5 billion, net assets applicable to our
common stock of $1.6 billion ($23.96 per share), and 67.4 million shares of common stock
outstanding.
Our investments are principally in equity securities issued by MLPs, but we may also invest in
debt securities of MLPs and other Midstream Energy Companies. As of August 31, 2010, we held
$2.4 billion in equity investments and $54.7 million in fixed income investments. Our top 10
largest holdings by issuer as of that date were:
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Percent of |
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Type of |
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Amount |
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Total |
Company (Sector) |
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Securities |
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($ millions) |
|
Investments |
1. Magellan Midstream Partners, L.P. (Midstream MLP) |
|
Common Units |
|
$ |
179.0 |
|
|
|
7.2 |
% |
2. Enterprise Products Partners L.P. (Midstream MLP) |
|
Common Units |
|
|
178.2 |
|
|
|
7.2 |
% |
3. Plains All American Pipeline, L.P. (Midstream MLP) |
|
Common Units |
|
|
172.7 |
|
|
|
7.0 |
% |
4. Kinder Morgan Management, LLC (MLP Affiliate) |
|
Common Units |
|
|
166.3 |
|
|
|
6.7 |
% |
5. MarkWest Energy Partners, L.P. (Midstream MLP) |
|
Common Units |
|
|
128.5 |
|
|
|
5.2 |
% |
6. Williams Partners L.P. (Midstream MLP) |
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Common Units |
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|
114.8 |
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|
|
4.6 |
% |
7. Inergy, L.P. (Propane MLP) |
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Common Units |
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|
108.4 |
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|
|
4.4 |
% |
8. Energy Transfer Equity, L.P. (General Partner MLP) |
|
Common Units |
|
|
92.0 |
|
|
|
3.7 |
% |
9. Copano Energy, L.L.C. (Midstream MLP) |
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Common Units |
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88.2 |
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|
3.5 |
% |
10. Enbridge Energy Partners, L.P. (Midstream MLP) |
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Common Units |
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84.2 |
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|
|
3.4 |
% |
Financial Results
During the quarter ended August 31, 2010, our net asset value (NAV) per share increased from
$21.90 to $23.96, and total assets increased from $2.1 billion to $2.5 billion. The increase in NAV
was driven primarily by unrealized gains on our investments. The increase in total assets was a
result of unrealized gains as well as increased investments from the proceeds of our common stock offering in August 2010. We
provide a detailed calculation of net distributable income below under Quarterly Distribution to
Common Stockholders.
Recent Events
Credit Facility. On June 11, 2010, we entered into a new unsecured revolving credit facility
with a syndicate of lenders with availability of $100 million. The credit facility has a
three-year commitment terminating on June 11, 2013. Outstanding loan balances will accrue interest
daily at a rate equal to the one-month LIBOR plus 1.75% based on current asset coverage ratios.
The interest rate may vary between LIBOR plus 1.75% to LIBOR plus 3.00%, depending on our asset
coverage ratios. We will pay a fee of 0.40% on any unused amounts of the credit facility.
Private Placements. On June 10, 2010 and June 15, 2010, we completed two private placements
of unregistered common stock to members of senior management of Magellan Midstream Partners, L.P.
(MMP) and Inergy Holdings, L.P. (NRGP), respectively. The Company issued a total of 1.5
million shares at an average price of $23.90 per share. Simultaneous with the issuance of the
Companys common stock, the Company purchased $35
1
KAYNE ANDERSON MLP INVESTMENT COMPANY
MANAGEMENT DISCUSSION
FOR THE QUARTER ENDED AUGUST 31, 2010
(UNAUDITED)
million of NRGP common units and $9.9 million of MMP common units owned by such members of
senior management.
Common Share Offering. On August 11, 2010, we completed a public offering of 7.3 million
shares of common stock at a price of $26.30 per share (the offering price represented a 4% premium
to our net asset value at such time). Net proceeds from the offering of $182.9 million were used to
make additional portfolio investments. These new investments were consistent with our investment
strategy and were predominately made in equity securities of midstream MLPs. On September 9, 2010,
we issued 793,877 shares of common stock at a price of $26.30 per share as part of the
over-allotment option in connection with the August offering.
Quarterly Distribution to Common Stockholders
We pay quarterly distributions to our common stockholders, funded in part by net distributable
income (NDI) generated from our portfolio investments. NDI is the amount of income received by
us from our portfolio investments less operating expenses, subject to certain adjustments as
described below. NDI is not a financial measure under the accounting principles generally accepted
in the United States of America (GAAP). Refer to the Reconciliation of NDI to GAAP section
below for a reconciliation of this measure to our results reported under GAAP.
Income from portfolio investments includes (a) cash distributions paid by MLPs,
(b) paid-in-kind dividends received from MLPs and MLP affiliates (in particular, the two MLP
i-shares), (c) interest income from debt securities and (d) net premiums received from the sale of
covered calls.
Operating expenses include (a) management fees paid to our investment adviser, (b) other
expenses (mostly attributable to fees paid to other service providers), (c) leverage costs,
including interest expense and preferred stock distributions and (d) deferred income tax
expense/benefit on net investment income/loss.
2
KAYNE ANDERSON MLP INVESTMENT COMPANY
MANAGEMENT DISCUSSION
FOR THE QUARTER ENDED AUGUST 31, 2010
(UNAUDITED)
Net Distributable Income (NDI)
(amounts in millions, except for per share amounts)
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Three Months |
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Ended |
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August 31, 2010 |
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Distributions and Other Income from Investments |
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Dividends and Distributions |
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$ |
34.9 |
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Paid-In-Kind Dividends |
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3.8 |
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Interest Income |
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1.0 |
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Net Premiums Received from Call Options Written |
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1.4 |
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Total Distributions and Other Income from Investments |
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41.1 |
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Expenses |
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Investment Management Fee |
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(7.8 |
) |
Other Expenses |
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(0.9 |
) |
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Total Management Fee and Other Expenses |
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(8.7 |
) |
Interest Expense and Payments on Interest Rate Swap Contracts |
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(6.0 |
) |
Preferred Stock Distributions |
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(1.5 |
) |
Income Tax Benefit |
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3.7 |
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Net Distributable Income (NDI) |
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$ |
28.6 |
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Weighted Shares Outstanding |
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61.5 |
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NDI per Weighted Share Outstanding |
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$ |
0.46 |
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Payment of future distributions is subject to Board of Directors approval, as well as meeting
the covenants of our debt agreements and terms of our preferred stock.
In determining our quarterly distribution to common stockholders, our Board of Directors
considers a number of factors which include but are not limited to:
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NDI generated in the current quarter; |
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Expected NDI over the next twelve months; and |
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Realized and unrealized gains generated by the portfolio. |
On September 21, 2010, we declared our quarterly distribution of $0.48 per common share for
the period June 1, 2010 through August 31, 2010 for a total of $32.4 million. The distribution was
paid on October 15, 2010 to stockholders of record on October 5, 2010. Net distributable income for
the quarter was less than our quarterly distribution, in part because we were not able to invest
all of the proceeds from the issuance of common stock and additional leverage before ex-dividend
dates of our portfolio of MLPs.
Distributions and Other Income
Total dividends, distributions and paid-in-kind dividends for the third quarter 2010 were
$38.7 million representing a 6.5% increase from the second quarter 2010. The increase was primarily
the result of distribution increases and additional investments made with a portion of the net
proceeds from our common stock offering in August 2010. During this quarter, interest income of $1
million was in line with the second quarter, and net premiums received from call options written
were $1.4 million, which was an increase of $0.4 million from the second quarter. Market conditions
during the third quarter enabled us to generate the additional net premiums.
3
KAYNE ANDERSON MLP INVESTMENT COMPANY
MANAGEMENT DISCUSSION
FOR THE QUARTER ENDED AUGUST 31, 2010
(UNAUDITED)
Expenses
Our largest expenses are investment management fees and leverage costs. Management fees are
calculated based on the average total assets under management. For the third quarter 2010,
management fees were $7.8 million, compared to $6.9 million for the second quarter 2010. Increased
management fees were driven by increases in our total assets due to appreciation and additional
investments made with the proceeds from our recent equity offering.
Interest expense (excluding non-cash amortization of debt issuance costs of $0.3 million) for
the third quarter 2010 was $6.0 million, compared to $5.4 million (including payments of interest
swaps of $0.1 million and excluding non-cash amortization of debt issuance costs of $0.3 million)
for the second quarter 2010. Preferred stock distributions for the third quarter were $1.5 million
(excluding non-cash amortization of 0.08 million).
Other expenses of $0.9 million for the third quarter 2010 were in line with the $0.9 million
for the second quarter 2010.
Reconciliation of NDI to GAAP
The difference between distributions and other income from investments in the NDI calculation
and total investment income as reported in our Statement of Operations is reconciled as follows:
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GAAP recognizes that a significant portion of the cash distributions received from MLPs
is characterized as a return of capital and therefore excluded from investment income,
whereas the NDI calculation includes the return of capital portion of such distributions. |
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NDI includes the value of dividends paid-in-kind (i.e., stock dividends), whereas such
amounts are not included as investment income for GAAP purposes during the period received,
but rather are recorded as unrealized gains upon receipt. |
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Many of our investments in debt securities were purchased at a discount or premium to
the par value of such security. When making such investments, we consider the securitys
yield to maturity which factors in the impact of such discount (or premium). Interest
income reported under GAAP includes the non-cash accretion of the discount (or amortization
of the premium) based on the effective interest method. When we calculate interest income
for purposes of determining NDI, in order to better reflect the yield to maturity, the
accretion of the discount (or amortization of the premium) is calculated on a straight-line
basis over the remaining term of the debt security. |
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We may sell covered call option contracts to generate income or to reduce our ownership
of certain securities that we hold. In some cases, we are able to repurchase these call
option contracts at a price less than the fee that we received, thereby generating a
profit. The amount we received from selling call options, less the amount that we pay to
repurchase such call option contracts is included in NDI. For GAAP purposes, income from
call option contracts sold is not included in investment income. See Note 2 Significant
Accounting Policies for a full discussion of the GAAP treatment of option contracts. |
The treatment of expenses included in NDI also differs from what is reported in the Statement
of Operations as follows:
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Expenses for purposes of calculating NDI include distributions paid to preferred
stockholders. |
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The non-cash amortization of capitalized debt issuance costs and preferred stock
offering costs related to our financings is included in interest and amortization expense
for GAAP purposes, but is excluded from our calculation of NDI. Further, write-offs of
capitalized debt issuance costs and preferred stock offering |
4
KAYNE ANDERSON MLP INVESTMENT COMPANY
MANAGEMENT DISCUSSION
FOR THE QUARTER ENDED AUGUST 31, 2010
(UNAUDITED)
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costs are excluded from our calculation of NDI, but are included in interest and
amortization expense for GAAP purposes. |
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NDI also includes recurring payments (or receipts) on interest rate swap contracts
(excluding termination payments) whereas for GAAP purposes, these amounts are included in
the realized gains/losses section of the Statement of Operations. |
Liquidity and Capital Resources
Total leverage outstanding at August 31, 2010 of $590 million is comprised of $480 million in
senior unsecured notes and $110 million in mandatory redeemable preferred stock. At August 31,
2010, we did not have any borrowings outstanding under our credit facility. Total leverage
represented 24% of total assets at August 31, 2010, as compared to 29% of total assets at May 31,
2010.
At August 31, 2010, our asset coverage ratios under the Investment Company Act of 1940, as
amended (the 1940 Act), were 459% and 374% for debt and total leverage (debt plus preferred
stock), respectively. We currently target an asset coverage ratio with respect to our debt of 375%
but at times may be above or below our target depending on market conditions.
At August 31, 2010, we had $480 million of senior unsecured notes outstanding with the
following maturity dates: $75 million matures in 2011 (Series G); $60 million matures in 2012
(Series I); $125 million matures in 2013 (Series K); $110 million matures in 2014 (Series M and
Series N); and $110 million matures in 2015 (Series O and Series P).
On June 11, 2010, we entered into a new $100 million unsecured revolving credit facility with
a syndicate of lenders. The facility has a three-year commitment terminating on June 11, 2013.
With this new credit facility, we were able to increase the size by $20 million, extend the term
from one year to three years, and reduce the interest rate by 0.5% based on current asset coverage
ratios. A full copy of the credit facility is available on our website, www.kaynefunds.com.
Our leverage consists of both fixed rate and floating rate obligations. At August 31, 2010,
the weighted average interest rate on our leverage was 4.98%.
5
KAYNE ANDERSON MLP INVESTMENT COMPANY
SCHEDULE OF INVESTMENTS
AUGUST 31, 2010
(amounts in 000s, except number of option contracts)
(UNAUDITED)
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No. of |
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Description |
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Shares/Units |
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Value |
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Long-Term Investments 152.8% |
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Equity Investments(a) 149.4% |
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Midstream MLP(b) 102.0% |
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Boardwalk Pipeline Partners, LP |
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587 |
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$ |
17,952 |
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Buckeye Partners, L.P. |
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413 |
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25,209 |
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Chesapeake Midstream Partners, L.P.(c) |
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786 |
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18,500 |
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Copano
Energy, L.L.C. |
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3,510 |
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88,181 |
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Crosstex Energy, L.P.(d) |
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2,633 |
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31,591 |
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DCP Midstream Partners, LP |
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1,281 |
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40,677 |
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Duncan Energy Partners L.P. |
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|
371 |
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10,278 |
|
Eagle Rock Energy Partners, L.P. |
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|
677 |
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4,063 |
|
El Paso Pipeline Partners, L.P. |
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1,479 |
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46,322 |
|
Enbridge Energy Partners, L.P.(e) |
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1,566 |
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84,165 |
|
Energy Transfer Partners, L.P. |
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1,823 |
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83,310 |
|
Enterprise Products Partners L.P.(e) |
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4,821 |
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178,221 |
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Exterran Partners, L.P. |
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1,193 |
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27,866 |
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Global Partners LP |
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1,441 |
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35,788 |
|
Holly Energy Partners, L.P. |
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|
770 |
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38,489 |
|
Magellan Midstream Partners, L.P.(e) |
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3,462 |
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167,768 |
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Magellan Midstream Partners, L.P. Unregistered(h) |
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238 |
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11,224 |
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MarkWest Energy Partners, L.P.(e) |
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3,858 |
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128,542 |
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Martin Midstream Partners L.P. |
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339 |
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10,092 |
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Niska Gas Storage Partners LLC |
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540 |
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10,191 |
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ONEOK Partners, L.P.(e) |
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1,122 |
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77,219 |
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PAA Natural Gas Storage, L.P.(f) |
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210 |
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5,009 |
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Plains All American Pipeline, L.P.(f) |
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2,876 |
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172,698 |
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Quicksilver Gas Services LP |
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949 |
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22,031 |
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Regency Energy Partners LP |
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3,506 |
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83,377 |
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Spectra Energy Partners, LP |
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294 |
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9,462 |
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Sunoco Logistics Partners L.P. |
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217 |
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16,032 |
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Targa Resources Partners LP |
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1,032 |
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26,104 |
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TC PipeLines, LP |
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189 |
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8,225 |
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TransMontaigne Partners L.P. |
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697 |
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24,279 |
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Western Gas Partners, LP |
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1,247 |
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30,027 |
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Williams Partners L.P. |
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2,898 |
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114,787 |
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1,647,679 |
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General Partner MLP 17.3% |
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Alliance Holdings GP L.P. |
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1,066 |
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40,591 |
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Buckeye GP Holdings L.P. |
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46 |
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1,920 |
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Energy Transfer Equity, L.P.(e) |
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2,648 |
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92,019 |
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Enterprise GP Holdings L.P. |
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1,318 |
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63,728 |
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Inergy Holdings, L.P. Unregistered(h) |
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1,526 |
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40,583 |
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Penn Virginia GP Holdings, L.P. |
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2,024 |
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39,624 |
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278,465 |
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See accompanying notes to financial statements.
6
KAYNE ANDERSON MLP INVESTMENT COMPANY
SCHEDULE OF INVESTMENTS
AUGUST 31, 2010
(amounts in 000s, except number of option contracts)
(UNAUDITED)
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No. of |
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Description |
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Shares/Units |
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|
Value |
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MLP Affiliates(b) 13.6% |
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Enbridge Energy Management, L.L.C.(g) |
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999 |
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$ |
53,003 |
|
Kinder Morgan Management, LLC(g) |
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2,816 |
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166,330 |
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219,333 |
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Shipping MLP 7.4% |
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Capital Product Partners L.P. |
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2,281 |
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18,433 |
|
Navios Maritime Partners L.P. |
|
|
1,685 |
|
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29,168 |
|
Teekay LNG Partners L.P. |
|
|
1,012 |
|
|
|
33,238 |
|
Teekay Offshore Partners L.P. |
|
|
1,319 |
|
|
|
28,030 |
|
Teekay Tankers Ltd. |
|
|
936 |
|
|
|
10,816 |
|
|
|
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|
|
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119,685 |
|
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Propane MLP 6.7% |
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|
|
|
|
|
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Inergy, L.P. |
|
|
2,910 |
|
|
|
108,360 |
|
|
|
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Coal MLP 1.3% |
|
|
|
|
|
|
|
|
Alliance Resource Partners, L.P. |
|
|
67 |
|
|
|
3,602 |
|
Natural Resource Partners L.P. |
|
|
599 |
|
|
|
15,344 |
|
Oxford Resource Partners, LP |
|
|
60 |
|
|
|
1,145 |
|
Penn Virginia Resource Partners, L.P. |
|
|
59 |
|
|
|
1,314 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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21,405 |
|
|
|
|
|
|
|
|
|
Upstream MLP 1.1% |
|
|
|
|
|
|
|
|
EV Energy Partners, L.P. |
|
|
221 |
|
|
|
7,430 |
|
Legacy Reserves LP |
|
|
447 |
|
|
|
10,230 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
17,660 |
|
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|
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|
|
Total Equity Investments (Cost $1,650,673) |
|
|
|
|
|
|
2,412,587 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest |
|
|
Maturity |
|
|
Principal |
|
|
|
|
|
|
|
Rate |
|
|
Date |
|
|
Amount |
|
|
|
|
|
Energy Debt Investments 3.4% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Midstream MLP (b) 1.6% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Crosstex Energy, L.P. |
|
|
8.875 |
% |
|
|
2/15/18 |
|
|
$ |
15,000 |
|
|
|
15,487 |
|
El Paso Corporation |
|
|
7.750 |
|
|
|
1/15/32 |
|
|
|
5,000 |
|
|
|
5,033 |
|
Niska Gas Storage U.S., LLC |
|
|
8.875 |
|
|
|
3/15/18 |
|
|
|
5,000 |
|
|
|
5,263 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25,783 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Upstream MLP(b) 1.2% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Atlas Energy Resources, LLC |
|
|
12.125 |
|
|
|
8/1/17 |
|
|
|
9,000 |
|
|
|
10,339 |
|
Atlas Energy Resources, LLC |
|
|
10.750 |
|
|
|
2/1/18 |
|
|
|
6,000 |
|
|
|
6,615 |
|
Linn Energy, LLC |
|
|
8.625 |
|
|
|
4/15/20 |
|
|
|
2,000 |
|
|
|
2,110 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
19,064 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to financial statements.
7
KAYNE ANDERSON MLP INVESTMENT COMPANY
SCHEDULE OF INVESTMENTS
AUGUST 31, 2010
(amounts in 000s, except number of option contracts)
(UNAUDITED)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest |
|
|
Maturity |
|
|
Principal |
|
|
|
|
Description |
|
Rate |
|
|
Date |
|
|
Amount |
|
|
Value |
|
Coal MLP 0.6% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Clearwater Natural Resources, LP(d)(h)(i) |
|
|
N/A |
|
|
|
N/A |
|
|
|
13,601 |
|
|
$ |
4,760 |
|
Penn Virginia Resource Partners, L.P. |
|
|
8.250 |
% |
|
|
4/15/18 |
|
|
|
5,000 |
|
|
|
5,050 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,810 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Energy Debt Investments (Cost $60,139) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
54,657 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Long-Term Investments (Cost $1,710,812) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,467,244 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-Term Investment 1.1% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Repurchase Agreement 1.1% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
J.P. Morgan Securities Inc.
(Agreement dated 8/31/10 to be
repurchased at $17,221),
collateralized by $17,632 in
U.S. Treasury bill (Cost $17,221) |
|
|
0.140 |
|
|
|
9/1/10 |
|
|
|
|
|
|
|
17,221 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
No. of |
|
|
|
|
|
|
|
Contracts |
|
|
|
|
|
Put Option Contracts Purchased(d) 0.0% |
|
|
|
|
|
|
|
|
Midstream MLP |
|
|
|
|
|
|
|
|
Duncan Energy Partners L.P., put option expiring 9/18/10 @ $25.00
(Cost $21) |
|
|
1,000 |
|
|
|
10 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Short-Term Investments (Cost $17,242) |
|
|
|
|
|
|
17,231 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Investments 153.9% (Cost $1,728,054) |
|
|
|
|
|
|
2,484,475 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
|
|
|
Call Option Contracts Written(d) |
|
|
|
|
|
|
|
|
Midstream MLP |
|
|
|
|
|
|
|
|
Enbridge Energy Partners, L.P., call option expiring 10/16/10 @ $55.00 |
|
|
1,000 |
|
|
|
(105 |
) |
Enterprise Products Partners L.P., call option expiring 9/18/10 @ $36.00 |
|
|
1,800 |
|
|
|
(180 |
) |
Enterprise Products Partners L.P., call option expiring 9/18/10 @ $37.00 |
|
|
400 |
|
|
|
(25 |
) |
Magellan Midstream Partners, L.P., call option expiring 9/18/10 @ $50.00 |
|
|
200 |
|
|
|
(4 |
) |
MarkWest Energy Partners, L.P., call option expiring 9/18/10 @ $34.00 |
|
|
851 |
|
|
|
(43 |
) |
MarkWest Energy Partners, L.P., call option expiring 9/18/10 @ $35.00 |
|
|
850 |
|
|
|
(13 |
) |
ONEOK Partners, L.P., call option expiring 9/18/10 @ $70.00 |
|
|
300 |
|
|
|
(15 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(385 |
) |
|
|
|
|
|
|
|
|
General Partner MLP |
|
|
|
|
|
|
|
|
Energy Transfer Equity, L.P., call option expiring 9/18/10 @ $35.00 |
|
|
100 |
|
|
|
(4 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Call Option Contracts Written (Premiums Received $533) |
|
|
|
|
|
|
(389 |
) |
|
|
|
|
|
|
|
|
Senior Unsecured Notes |
|
|
|
|
|
|
(480,000 |
) |
Mandatory Redeemable Preferred Stock at Redemption Value |
|
|
|
|
|
|
(110,000 |
) |
Deferred Tax Liability |
|
|
|
|
|
|
(262,227 |
) |
Other Liabilities |
|
|
|
|
|
|
(26,578 |
) |
|
|
|
|
|
|
|
|
Total Liabilities |
|
|
|
|
|
|
(879,194 |
) |
Other Assets |
|
|
|
|
|
|
9,427 |
|
|
|
|
|
|
|
|
|
Total Liabilities in Excess of Other Assets |
|
|
|
|
|
|
(869,767 |
) |
|
|
|
|
|
|
|
|
Net Assets Applicable to Common Stockholders |
|
|
|
|
|
$ |
1,614,708 |
|
|
|
|
|
|
|
|
|
See accompanying notes to financial statements.
8
KAYNE ANDERSON MLP INVESTMENT COMPANY
SCHEDULE OF INVESTMENTS
AUGUST 31, 2010
(amounts in 000s, except number of option contracts)
(UNAUDITED)
|
|
|
(a) |
|
Unless otherwise noted, equity investments are common units/common shares. |
|
(b) |
|
Includes Limited Liability Companies. |
|
(c) |
|
Security is currently not paying cash distributions but is expected to pay cash distributions
within the next 12 months. |
|
(d) |
|
Security is non-income producing. |
|
(e) |
|
Security or a portion thereof is segregated as collateral on option contracts written. |
|
(f) |
|
The Company believes that it is an affiliate of PAA Natural Gas Storage, L.P. and Plains All
American, L.P. See Note 5 Agreements and Affiliations. |
|
(g) |
|
Distributions are paid in-kind. |
|
(h) |
|
Fair valued securities, restricted from public sale. See Notes 2, 3 and 7. |
|
(i) |
|
Clearwater Natural Resources, LP is a privately-held MLP that the Company believes is a
controlled affiliate. On January 12, 2010, Clearwater closed on the sale of all of its
reserves and a substantial portion of its operating assets to International Resource Partners,
L.P. (IRP). On March 16, 2010, the Bankruptcy Court confirmed Clearwaters plan of
reorganization (including such sale of assets to IRP). As part of Clearwaters plan of
reorganization, the Company will receive consideration for its unsecured term loan. Such
consideration will be in the form of cash and a royalty interest in the reserves sold.
Pursuant to the plan of reorganization, the Company will not receive any consideration for its
equity investment in Clearwater or CNR GP Holdco, LLC. In addition to the unsecured term loan,
the Company owns 3,889 common units, 34 warrants and 41 deferred participation units of
Clearwater. The Company assigned no value to these equity investments as of August 31, 2010.
CNR GP Holdco, LLC is the general partner of Clearwater. The Company owns 83.7% of CNR GP
Holdco, LLC, which was assigned no value as of August 31, 2010, and believes it is a
controlled affiliate. See Notes 3, 5 and 7. |
See accompanying notes to financial statements.
9
KAYNE ANDERSON MLP INVESTMENT COMPANY
STATEMENT OF ASSETS AND LIABILITIES
AUGUST 31, 2010
(amounts in 000s, except share and per share amounts)
(UNAUDITED)
|
|
|
|
|
ASSETS |
|
|
|
|
Investments at fair value: |
|
|
|
|
Non-affiliated (Cost $1,544,709) |
|
$ |
2,284,777 |
|
Affiliated (Cost $78,470) |
|
|
177,707 |
|
Controlled (Cost $87,633) |
|
|
4,760 |
|
Put option contracts purchased (Cost $21) |
|
|
10 |
|
Repurchase agreement (Cost $17,221) |
|
|
17,221 |
|
|
|
|
|
Total investments (Cost $1,728,054) |
|
|
2,484,475 |
|
Cash |
|
|
1,553 |
|
Deposits with brokers |
|
|
278 |
|
Receivable for securities sold |
|
|
744 |
|
Interest, dividends and distributions receivable |
|
|
1,206 |
|
Deferred debt issuance and preferred stock offering costs and other assets, net |
|
|
5,646 |
|
|
|
|
|
Total Assets |
|
|
2,493,902 |
|
|
|
|
|
|
|
|
|
|
LIABILITIES |
|
|
|
|
Payable for securities purchased |
|
|
11,328 |
|
Investment management fee payable |
|
|
7,822 |
|
Accrued directors fees and expenses |
|
|
55 |
|
Call option contracts written (Premiums received $533) |
|
|
389 |
|
Accrued expenses and other liabilities |
|
|
7,373 |
|
Deferred tax liability |
|
|
262,227 |
|
Senior Unsecured Notes |
|
|
480,000 |
|
Mandatory Redeemable Preferred Stock, $25.00 liquidation value per share (4,400,000 shares issued
and outstanding) |
|
|
110,000 |
|
|
|
|
|
Total Liabilities |
|
|
879,194 |
|
|
|
|
|
|
|
|
|
|
NET ASSETS APPLICABLE TO COMMON STOCKHOLDERS |
|
$ |
1,614,708 |
|
|
|
|
|
|
|
|
|
|
NET ASSETS APPLICABLE TO COMMON STOCKHOLDERS CONSIST OF |
|
|
|
|
Common stock, $0.001 par value (67,397,010 shares issued and outstanding, 199,990,000 shares
authorized) |
|
$ |
67 |
|
Paid-in capital |
|
|
1,208,353 |
|
Accumulated net investment loss, net of income taxes, less dividends |
|
|
(163,101 |
) |
Accumulated realized gains on investments and interest rate swap contracts, net of income taxes |
|
|
94,715 |
|
Net unrealized gains on investments and options, net of income taxes |
|
|
474,674 |
|
|
|
|
|
NET ASSETS APPLICABLE TO COMMON STOCKHOLDERS |
|
$ |
1,614,708 |
|
|
|
|
|
|
|
|
|
|
NET ASSET VALUE PER COMMON SHARE |
|
$ |
23.96 |
|
|
|
|
|
See accompanying notes to financial statements.
10
KAYNE ANDERSON MLP INVESTMENT COMPANY
STATEMENT OF OPERATIONS
(amounts in 000s)
(UNAUDITED)
|
|
|
|
|
|
|
|
|
|
|
For the Three |
|
|
For the Nine |
|
|
|
Months Ended |
|
|
Months Ended |
|
|
|
August 31, 2010 |
|
|
August 31, 2010 |
|
INVESTMENT INCOME |
|
|
|
|
|
|
|
|
Income |
|
|
|
|
|
|
|
|
Dividends and distributions: |
|
|
|
|
|
|
|
|
Non-affiliated investments |
|
$ |
32,163 |
|
|
$ |
90,842 |
|
Affiliated investments |
|
|
2,756 |
|
|
|
8,113 |
|
|
|
|
|
|
|
|
Total dividends and distributions |
|
|
34,919 |
|
|
|
98,955 |
|
Return of capital |
|
|
(30,777 |
) |
|
|
(87,328 |
) |
|
|
|
|
|
|
|
Net dividends and distributions |
|
|
4,142 |
|
|
|
11,627 |
|
Interest |
|
|
978 |
|
|
|
2,779 |
|
|
|
|
|
|
|
|
Total Investment Income |
|
|
5,120 |
|
|
|
14,406 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses |
|
|
|
|
|
|
|
|
Investment management fees |
|
|
7,823 |
|
|
|
20,739 |
|
Administration fees |
|
|
244 |
|
|
|
675 |
|
Professional fees |
|
|
178 |
|
|
|
573 |
|
Custodian fees |
|
|
72 |
|
|
|
196 |
|
Reports to stockholders |
|
|
139 |
|
|
|
229 |
|
Directors fees |
|
|
66 |
|
|
|
166 |
|
Insurance |
|
|
46 |
|
|
|
137 |
|
Other expenses |
|
|
150 |
|
|
|
552 |
|
|
|
|
|
|
|
|
Total Expenses Before Interest Expense, Preferred
Distributions and Taxes |
|
|
8,718 |
|
|
|
23,267 |
|
Interest expense and amortization of debt issuance costs |
|
|
6,313 |
|
|
|
17,262 |
|
Distributions on mandatory redeemable preferred stock
and amortization of offering costs |
|
|
1,588 |
|
|
|
2,029 |
|
|
|
|
|
|
|
|
Total Expenses Before Taxes |
|
|
16,619 |
|
|
|
42,558 |
|
|
|
|
|
|
|
|
Net Investment Loss Before Taxes |
|
|
(11,499 |
) |
|
|
(28,152 |
) |
Deferred tax benefit |
|
|
3,666 |
|
|
|
9,665 |
|
|
|
|
|
|
|
|
Net Investment Loss |
|
|
(7,833 |
) |
|
|
(18,487 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
REALIZED AND UNREALIZED GAINS/(LOSSES) |
|
|
|
|
|
|
|
|
Net Realized Gains/(Losses) |
|
|
|
|
|
|
|
|
Investments |
|
|
37,464 |
|
|
|
68,890 |
|
Options |
|
|
580 |
|
|
|
969 |
|
Payments on interest rate swap contracts |
|
|
|
|
|
|
(664 |
) |
Deferred tax expense |
|
|
(14,076 |
) |
|
|
(25,602 |
) |
|
|
|
|
|
|
|
Net Realized Gains |
|
|
23,968 |
|
|
|
43,593 |
|
|
|
|
|
|
|
|
Net Change in Unrealized Gains |
|
|
|
|
|
|
|
|
Investments |
|
|
195,574 |
|
|
|
400,320 |
|
Options |
|
|
486 |
|
|
|
1,014 |
|
Interest rate swap contracts |
|
|
|
|
|
|
205 |
|
Deferred tax expense |
|
|
(72,542 |
) |
|
|
(148,569 |
) |
|
|
|
|
|
|
|
Net Change in Unrealized Gains |
|
|
123,518 |
|
|
|
252,970 |
|
|
|
|
|
|
|
|
Net Realized and Unrealized Gains |
|
|
147,486 |
|
|
|
296,563 |
|
|
|
|
|
|
|
|
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS |
|
|
139,653 |
|
|
|
278,076 |
|
Distributions on Auction Rate Preferred Stock |
|
|
|
|
|
|
(177 |
) |
|
|
|
|
|
|
|
NET INCREASE IN NET ASSETS APPLICABLE TO COMMON
STOCKHOLDERS RESULTING FROM OPERATIONS |
|
$ |
139,653 |
|
|
$ |
277,899 |
|
|
|
|
|
|
|
|
See accompanying notes to financial statements.
11
KAYNE ANDERSON MLP INVESTMENT COMPANY
STATEMENT OF CHANGES IN NET ASSETS APPLICABLE TO COMMON STOCKHOLDERS
(amounts in 000s, except share amounts)
|
|
|
|
|
|
|
|
|
|
|
For the Nine |
|
|
For the Fiscal |
|
|
|
Months Ended |
|
|
Year Ended |
|
|
|
August 31, 2010 |
|
|
November 30, |
|
|
|
(Unaudited) |
|
|
2009 |
|
OPERATIONS |
|
|
|
|
|
|
|
|
Net investment loss, net of tax(1) |
|
$ |
(18,487 |
) |
|
$ |
(15,388 |
) |
Net realized gains/(losses), net of tax |
|
|
43,593 |
|
|
|
(18,431 |
) |
Net change in unrealized gains, net of tax |
|
|
252,970 |
|
|
|
369,027 |
|
|
|
|
|
|
|
|
Net Increase in Net Assets Resulting from Operations |
|
|
278,076 |
|
|
|
335,208 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DIVIDENDS/DISTRIBUTIONS TO AUCTION RATE PREFERRED STOCKHOLDERS |
|
|
|
|
|
|
|
|
Dividends |
|
|
(177 |
)(2) |
|
|
|
|
Distributions return of capital |
|
|
|
|
|
|
(539 |
) (3) |
|
|
|
|
|
|
|
Dividends/Distributions to Preferred Stockholders |
|
|
(177 |
) |
|
|
(539 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DIVIDENDS/DISTRIBUTIONS TO COMMON STOCKHOLDERS |
|
|
|
|
|
|
|
|
Dividends |
|
|
(24,929 |
)(2) |
|
|
|
|
Distributions return of capital |
|
|
(56,462 |
)(2) |
|
|
(89,586 |
) (3) |
|
|
|
|
|
|
|
Dividends/Distributions to Common Stockholders |
|
|
(81,391 |
) |
|
|
(89,586 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CAPITAL STOCK TRANSACTIONS |
|
|
|
|
|
|
|
|
Proceeds from common stock offerings of 15,052,773 and 6,223,700
shares of common stock, respectively |
|
|
375,332 |
|
|
|
126,030 |
|
Underwriting discounts and offering expenses associated with the
issuance of common stock |
|
|
(14,076 |
) |
|
|
(5,524 |
) |
Issuance of 764,696 and 1,179,655 shares of common stock from
reinvestment of distributions, respectively |
|
|
18,667 |
|
|
|
21,532 |
|
|
|
|
|
|
|
|
Net Increase in Net Assets Applicable to Common Stockholders
from
Capital Stock Transactions |
|
|
379,923 |
|
|
|
142,038 |
|
|
|
|
|
|
|
|
Total Increase in Net Assets Applicable to Common Stockholders |
|
|
576,431 |
|
|
|
387,121 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET ASSETS ATTRIBUTABLE TO COMMON STOCKHOLDERS |
|
|
|
|
|
|
|
|
Beginning of period |
|
|
1,038,277 |
|
|
|
651,156 |
|
|
|
|
|
|
|
|
End of period |
|
$ |
1,614,708 |
|
|
$ |
1,038,277 |
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Distributions on the Companys mandatory redeemable preferred stock are treated as an
operating expense under GAAP and are included in the calculation of net investment loss. See Note
2 Significant Accounting Policies. As of August 31, 2010, the Company estimates that all of the
distributions paid to mandatory redeemable preferred stockholders will be a dividend (ordinary
income). This estimate is based on the Companys operating results during the period. The actual
characterization of the mandatory redeemable preferred stock distributions made during the period
will not be determinable until after the end of the fiscal year when the Company can determine
earnings and profits and, therefore, the characterization may differ from the preliminary
estimates. |
|
(2) |
|
This is an estimate of the characterization of the distributions paid to auction rate preferred
stockholders and common
stockholders for the nine months ended August 31, 2010 as either a dividend (ordinary income) or
distribution (return of capital). This estimate is based on the Companys operating results during
the period. The actual characterization of the auction rate preferred stock and common stock
distributions made during the period will not be determinable until after the end of the fiscal
year when the Company can determine earnings and profits and, therefore, the characterization may
differ from the preliminary estimates. |
|
(3) |
|
All distributions paid to auction rate preferred stockholders and common stockholders for the
fiscal year ended November 30, 2009 were characterized as distributions (return of capital). This
characterization is based on the Companys earnings and profits. |
See accompanying notes to financial statements.
12
KAYNE ANDERSON MLP INVESTMENT COMPANY
STATEMENT OF CASH FLOWS
FOR THE NINE MONTHS ENDED AUGUST 31, 2010
(amounts in 000s)
(UNAUDITED)
|
|
|
|
|
CASH FLOWS FROM OPERATING ACTIVITIES |
|
|
|
|
Net increase in net assets resulting from operations |
|
$ |
278,076 |
|
Adjustments to reconcile net increase in net assets resulting from operations to net
cash used in operating activities: |
|
|
|
|
Net deferred tax expense |
|
|
164,506 |
|
Return of capital distributions |
|
|
87,328 |
|
Net realized gains |
|
|
(69,195 |
) |
Unrealized gains on investments, interest rate swap contracts and options written |
|
|
(401,539 |
) |
Accretion of bond discount, net |
|
|
(75 |
) |
Purchase of investments |
|
|
(757,677 |
) |
Proceeds from sale of investments |
|
|
262,591 |
|
Purchase of short-term investments, net |
|
|
(10,881 |
) |
Increase in option contracts written, net |
|
|
16 |
|
Decrease in deposits with brokers |
|
|
275 |
|
Decrease in receivable for securities sold |
|
|
26 |
|
Increase in interest, dividends and distributions receivable |
|
|
(312 |
) |
Decrease in income tax receivable |
|
|
63 |
|
Amortization of deferred debt issuance costs |
|
|
945 |
|
Amortization of mandatory redeemable preferred stock issuance costs |
|
|
72 |
|
Increase in other assets, net |
|
|
(102 |
) |
Increase in payable for securities purchased |
|
|
5,800 |
|
Increase in investment management fee payable |
|
|
2,842 |
|
Increase in accrued directors fees and expenses |
|
|
12 |
|
Decrease in accrued expenses and other liabilities |
|
|
(899 |
) |
|
|
|
|
Net Cash Used in Operating Activities |
|
|
(438,128 |
) |
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES |
|
|
|
|
Issuance of shares of common stock, net of offering costs |
|
|
361,256 |
|
Proceeds from issuance of senior unsecured notes |
|
|
110,000 |
|
Proceeds from issuance on mandatory redeemable preferred stock |
|
|
110,000 |
|
Redemption of auction rate preferred stock |
|
|
(75,000 |
) |
Offering costs associated with the mandatory redeemable preferred stock |
|
|
(1,576 |
) |
Offering costs associated with revolving credit facility |
|
|
(1,183 |
) |
Offering costs associated with issuance of senior unsecured notes |
|
|
(915 |
) |
Cash distributions paid to preferred stockholders |
|
|
(177 |
) |
Cash distributions paid to common stockholders |
|
|
(62,724 |
) |
|
|
|
|
Net Cash Provided by Financing Activities |
|
|
439,681 |
|
|
|
|
|
NET INCREASE IN CASH |
|
|
1,553 |
|
CASH BEGINNING OF PERIOD |
|
|
|
|
|
|
|
|
CASH END OF PERIOD |
|
$ |
1,553 |
|
|
|
|
|
|
|
|
Supplemental disclosure of cash flow information: |
Non-cash financing activities not included herein consist of reinvestment of distributions of
$18,667 pursuant to the Companys dividend reinvestment plan. During the nine months ended August
31, 2010, the Company received federal and state income tax refunds of $60 and interest paid was
$19,333.
See accompanying notes to financial statements.
13
KAYNE ANDERSON MLP INVESTMENT COMPANY
FINANCIAL HIGHLIGHTS
(amounts in 000s, except share and per share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Period |
|
|
|
For the Nine |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 28, |
|
|
|
Months Ended |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004(1) |
|
|
|
August 31, |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
through |
|
|
|
2010 |
|
|
For the Fiscal Year Ended November 30, |
|
|
November 30, |
|
|
|
(Unaudited) |
|
|
2009 |
|
|
2008 |
|
|
2007 |
|
|
2006 |
|
|
2005 |
|
|
2004 |
|
Per Share of Common Stock(2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net asset value, beginning of period |
|
$ |
20.13 |
|
|
$ |
14.74 |
|
|
$ |
30.08 |
|
|
$ |
28.99 |
|
|
$ |
25.07 |
|
|
$ |
23.91 |
|
|
$ |
23.70 |
(3) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income/(loss) |
|
|
(0.32 |
) |
|
|
(0.33 |
) |
|
|
(0.73 |
) |
|
|
(0.73 |
) |
|
|
(0.62 |
) |
|
|
(0.17 |
) |
|
|
0.02 |
|
Net realized and unrealized gain/(loss) |
|
|
5.42 |
|
|
|
7.50 |
|
|
|
(12.56 |
) |
|
|
3.58 |
|
|
|
6.39 |
|
|
|
2.80 |
|
|
|
0.19 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total income/(loss) from operations |
|
|
5.10 |
|
|
|
7.17 |
|
|
|
(13.29 |
) |
|
|
2.85 |
|
|
|
5.77 |
|
|
|
2.63 |
|
|
|
0.21 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Auction Rate Preferred Dividends (4) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(0.10 |
) |
|
|
|
|
|
|
(0.05 |
) |
|
|
|
|
Auction Rate Preferred Distributions return of
capital (4) |
|
|
|
|
|
|
(0.01 |
) |
|
|
(0.10 |
) |
|
|
|
|
|
|
(0.10 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total dividends and distributions Auction
Rate Preferred |
|
|
|
|
|
|
(0.01 |
) |
|
|
(0.10 |
) |
|
|
(0.10 |
) |
|
|
(0.10 |
) |
|
|
(0.05 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Dividends (4) |
|
|
(0.43 |
) |
|
|
|
|
|
|
|
|
|
|
(0.09 |
) |
|
|
|
|
|
|
(0.13 |
) |
|
|
|
|
Common Distributions return of capital
(4) |
|
|
(1.01 |
) |
|
|
(1.94 |
) |
|
|
(1.99 |
) |
|
|
(1.84 |
) |
|
|
(1.75 |
) |
|
|
(1.37 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total dividends and distributions Common |
|
|
(1.44 |
) |
|
|
(1.94 |
) |
|
|
(1.99 |
) |
|
|
(1.93 |
) |
|
|
(1.75 |
) |
|
|
(1.50 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Underwriting discounts and offering costs on
the issuance of auction rate preferred stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(0.03 |
) |
|
|
|
|
Anti-dilutive effect due to issuance of common
stock |
|
|
0.15 |
|
|
|
0.12 |
|
|
|
|
|
|
|
0.26 |
|
|
|
|
|
|
|
0.11 |
|
|
|
|
|
Anti-dilutive effect due to shares issued in
reinvestment of dividends |
|
|
0.02 |
|
|
|
0.05 |
|
|
|
0.04 |
|
|
|
0.01 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total capital stock transactions |
|
|
0.17 |
|
|
|
0.17 |
|
|
|
0.04 |
|
|
|
0.27 |
|
|
|
|
|
|
|
0.08 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net asset value, end of period |
|
$ |
23.96 |
|
|
$ |
20.13 |
|
|
$ |
14.74 |
|
|
$ |
30.08 |
|
|
$ |
28.99 |
|
|
$ |
25.07 |
|
|
$ |
23.91 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Market value per share of common stock, end of
period |
|
$ |
25.54 |
|
|
$ |
24.43 |
|
|
$ |
13.37 |
|
|
$ |
28.27 |
|
|
$ |
31.39 |
|
|
$ |
24.33 |
|
|
$ |
24.90 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total investment return based on common stock
market value(5) |
|
|
10.9 |
% (6) |
|
|
103.0 |
% |
|
|
(48.8 |
)% |
|
|
(4.4 |
)% |
|
|
37.9 |
% |
|
|
3.7 |
% |
|
|
(0.4 |
)% (6) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental Data and Ratios(7) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net assets applicable to common stockholders, end
of period |
|
$ |
1,614,708 |
|
|
$ |
1,038,277 |
|
|
$ |
651,156 |
|
|
$ |
1,300,030 |
|
|
$ |
1,103,392 |
|
|
$ |
932,090 |
|
|
$ |
792,836 |
|
Ratio of Expenses to Average Net Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Management fees |
|
|
2.1 |
% |
|
|
2.1 |
% |
|
|
2.2 |
% |
|
|
2.3 |
% |
|
|
3.2 |
% |
|
|
1.2 |
% |
|
|
0.8 |
% |
Other expenses |
|
|
0.3 |
|
|
|
0.4 |
|
|
|
0.3 |
|
|
|
0.2 |
|
|
|
0.2 |
|
|
|
0.3 |
|
|
|
0.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subtotal |
|
|
2.4 |
|
|
|
2.5 |
|
|
|
2.5 |
|
|
|
2.5 |
|
|
|
3.4 |
|
|
|
1.5 |
|
|
|
1.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense and distributions on mandatory
redeemable preferred stock |
|
|
1.9 |
|
|
|
2.5 |
|
|
|
3.4 |
|
|
|
2.3 |
|
|
|
1.7 |
|
|
|
0.8 |
|
|
|
0.0 |
|
Income tax expense |
|
|
16.6 |
|
|
|
25.4 |
|
|
|
|
(8) |
|
|
3.5 |
|
|
|
13.8 |
|
|
|
6.4 |
|
|
|
3.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total expenses |
|
|
20.9 |
% |
|
|
30.4 |
% |
|
|
5.9 |
% |
|
|
8.3 |
% |
|
|
18.9 |
% |
|
|
8.7 |
% |
|
|
4.7 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratio of net investment income/(loss) to average
net assets |
|
|
(1.9 |
)% |
|
|
(2.0 |
)% |
|
|
(2.8 |
)% |
|
|
(2.3 |
)% |
|
|
(2.4 |
)% |
|
|
(0.7 |
)% |
|
|
0.5 |
% |
Net increase/(decrease) in net assets to common
stockholders resulting from operations to average
net assets |
|
|
21.1 |
% (6) |
|
|
43.2 |
% |
|
|
(51.2 |
)% |
|
|
7.3 |
% |
|
|
21.7 |
% |
|
|
10.0 |
% |
|
|
0.9 |
% (6) |
Portfolio turnover rate |
|
|
12.9 |
% (6) |
|
|
28.9 |
% |
|
|
6.7 |
% |
|
|
10.6 |
% |
|
|
10.0 |
% |
|
|
25.6 |
% |
|
|
11.8 |
% (6) |
Average net assets |
|
$ |
1,317,739 |
|
|
$ |
774,999 |
|
|
$ |
1,143,192 |
|
|
$ |
1,302,425 |
|
|
$ |
986,908 |
|
|
$ |
870,672 |
|
|
$ |
729,280 |
|
Senior Notes outstanding, end of period |
|
|
480,000 |
|
|
|
370,000 |
|
|
|
304,000 |
|
|
|
505,000 |
|
|
|
320,000 |
|
|
|
260,000 |
|
|
|
|
|
Revolving credit facility outstanding, end of
period |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
97,000 |
|
|
|
17,000 |
|
|
|
|
|
|
|
|
|
See accompanying notes to financial statements.
14
KAYNE ANDERSON MLP INVESTMENT COMPANY
FINANCIAL HIGHLIGHTS
(amounts in 000s, except share and per share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Period |
|
|
|
For the Nine |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 28, |
|
|
|
Months Ended |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004(1) |
|
|
|
August 31, |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
through |
|
|
|
2010 |
|
|
For the Fiscal Year Ended November 30, |
|
|
November 30, |
|
|
|
(Unaudited) |
|
|
2009 |
|
|
2008 |
|
|
2007 |
|
|
2006 |
|
|
2005 |
|
|
2004 |
|
Supplemental Data and Ratios
continued(7) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Auction Rate Preferred Stock, end of period |
|
|
|
|
|
$ |
75,000 |
|
|
$ |
75,000 |
|
|
$ |
75,000 |
|
|
$ |
75,000 |
|
|
$ |
75,000 |
|
|
|
|
|
Mandatory Redeemable Preferred Stock, end of period |
|
$ |
110,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average shares of common stock outstanding |
|
|
58,271,072 |
|
|
|
46,894,632 |
|
|
|
43,671,666 |
|
|
|
41,134,949 |
|
|
|
37,638,314 |
|
|
|
34,077,731 |
|
|
|
33,165,900 |
|
Asset coverage of total debt(9) |
|
|
459.3 |
% |
|
|
400.9 |
% |
|
|
338.9 |
% |
|
|
328.4 |
% |
|
|
449.7 |
% |
|
|
487.3 |
% |
|
|
|
|
Asset coverage of total leverage (debt and
preferred stock)(10) |
|
|
373.7 |
% |
|
|
333.3 |
% |
|
|
271.8 |
% |
|
|
292.0 |
% |
|
|
367.8 |
% |
|
|
378.2 |
% |
|
|
|
|
Average amount of borrowings per share of common
stock during the period(2) |
|
$ |
7.62 |
|
|
$ |
6.79 |
|
|
$ |
11.52 |
|
|
$ |
12.14 |
|
|
$ |
8.53 |
|
|
$ |
5.57 |
|
|
|
|
|
|
|
|
(1) |
|
Commencement of operations. |
|
(2) |
|
Based on average shares of common stock outstanding. |
|
(3) |
|
Initial public offering price of $25.00 per share less underwriting discounts of $1.25 per
share and offering costs of $0.05 per share. |
|
(4) |
|
The information presented for the nine months ended August 31, 2010 is an estimate of the
characterization of the distribution paid and is based on the Companys operating results
during the period. The information presented for each other period is an actual
characterization of a portion of the total distributions paid to preferred stockholders and
common stockholders as either a dividend (ordinary income) or a distribution (return of
capital) and is based on the Companys earnings and profits. |
|
(5) |
|
Total investment return is calculated assuming a purchase of common stock at the market price
on the first day and a sale at the current market price on the last day of the period
reported. The calculation also assumes reinvestment of distributions at actual prices pursuant
to the Companys dividend reinvestment plan. |
|
(6) |
|
Not annualized. |
|
(7) |
|
Unless otherwise noted, ratios are annualized for periods of less than one full year. |
|
(8) |
|
For the year ended November 30, 2008, the Company accrued deferred income tax benefits of
$339,991 (29.7% of average net assets) primarily related to unrealized losses on investments.
Realization of a deferred tax benefit is dependent on whether there will be sufficient taxable
income of the appropriate character within the carryforward periods to realize a portion or
all of the deferred tax benefit. No deferred income tax benefit has been included for the
purpose of calculating total expense. |
|
(9) |
|
Calculated pursuant to section 18(a)(1)(A) of the 1940 Act. Represents the value of total
assets less all liabilities not represented by senior notes or any other senior securities
representing indebtedness and mandatory redeemable preferred stock divided by the aggregate
amount of senior notes and any other senior securities representing indebtedness. Under the
1940 Act, the Company may not declare or make any distribution on its common stock nor can it
incur additional indebtedness if, at the time of such declaration or incurrence, its asset
coverage with respect to senior securities representing indebtedness would be less than 300%.
For purposes of this test, the revolving credit facility is considered a senior security
representing indebtedness. |
|
(10) |
|
Calculated pursuant to section 18(a)(2)(A) of the 1940 Act. Represents the value of total
assets less all liabilities not represented by senior notes, any other senior securities
representing indebtedness and preferred stock divided by the aggregate amount of senior notes,
any other senior securities representing indebtedness and preferred stock. Under the 1940 Act,
the Company may not declare or make any distribution on its common stock nor can it incur
additional preferred stock if at the time of such declaration or incurrence its asset coverage
with respect to all senior securities would be less than 200%. For purposes of this test, the
revolving credit facility is considered a senior security representing indebtedness. |
See accompanying notes to financial statements.
15
KAYNE ANDERSON MLP INVESTMENT COMPANY
NOTES TO FINANCIAL STATEMENTS
AUGUST 31, 2010
(amounts in 000s, except option contracts, share and per share amounts)
(UNAUDITED)
1. Organization
Kayne Anderson MLP Investment Company (the Company) was organized as a Maryland corporation
on June 4, 2004, and is a non-diversified closed-end management investment company registered under
the Investment Company Act of 1940, as amended (the 1940 Act). The Companys investment objective
is to obtain a high after-tax total return by investing at least 85% of its net assets plus any
borrowings (total assets) in energy-related master limited partnerships and their affiliates
(collectively, MLPs), and in other companies that, as their principal business, operate assets
used in the gathering, transporting, processing, storing, refining, distributing, mining or
marketing of natural gas, natural gas liquids (including propane), crude oil, refined petroleum
products or coal (collectively with MLPs, Midstream Energy Companies). The Company commenced
operations on September 28, 2004. The Companys shares of common stock are listed on the New York
Stock Exchange, Inc. (NYSE) under the symbol KYN.
2. Significant Accounting Policies
A. Use of Estimates The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America (GAAP) requires management to make
estimates and assumptions that affect the reported amount of assets and liabilities and disclosure
of contingent assets and liabilities as of the date of the financial statements and the reported
amounts of revenue and expenses during the period. Actual results could differ materially from
those estimates.
B. Calculation of Net Asset Value The Company determines its net asset value no less
frequently than as of the last day of each month based on the most recent close of regular session
trading on the NYSE, and makes its net asset value available for publication monthly. Currently,
the Company calculates its net asset value on a weekly basis. Net asset value is computed by
dividing the value of the Companys assets (including accrued interest and distributions), less all
of its liabilities (including accrued expenses, distributions payable, current, deferred and other
accrued income taxes, and any borrowings) and the liquidation value of any outstanding preferred
stock, by the total number of common shares outstanding.
C. Investment Valuation Readily marketable portfolio securities listed on any exchange
other than the NASDAQ Stock Market, Inc. (NASDAQ) are valued, except as indicated below, at the
last sale price on the business day as of which such value is being determined. If there has been
no sale on such day, the securities are valued at the mean of the most recent bid and ask prices on
such day. Securities admitted to trade on the NASDAQ are valued at the NASDAQ official closing
price. Portfolio securities traded on more than one securities exchange are valued at the last sale
price on the business day as of which such value is being determined at the close of the exchange
representing the principal market for such securities.
Equity securities traded in the over-the-counter market, but excluding securities admitted to
trading on the NASDAQ, are valued at the closing bid prices. Energy debt securities that are
considered corporate bonds are valued by using the mean of the bid and ask prices provided by an
independent pricing service. For energy debt securities that are considered corporate bank loans,
the fair market value is determined by the mean of the bid and ask prices provided by the syndicate
bank or principal market maker. When price quotes are not available, fair market value will be
based on prices of comparable securities. In certain cases, the Company may not be able to
purchase or sell energy debt securities at the quoted prices due to the lack of liquidity for these
securities.
Exchange-traded options and futures contracts are valued at the last sales price at the close
of trading in the market where such contracts are principally traded or, if there was no sale on
the applicable exchange on such day, at the mean between the quoted bid and ask price as of the
close of such exchange.
The Company holds securities that are privately issued or otherwise restricted as to resale.
For these securities, as well as any other portfolio security held by the Company for which
reliable market quotations are not readily available, valuations are determined in a manner that
most fairly reflects fair value of the security on the
16
KAYNE ANDERSON MLP INVESTMENT COMPANY
NOTES TO FINANCIAL STATEMENTS
AUGUST 31, 2010
(amounts in 000s, except option contracts, share and per share amounts)
(UNAUDITED)
valuation date. Unless otherwise determined
by the Board of Directors, the following valuation process is used for such securities:
|
|
|
Investment Team Valuation. The applicable investments are initially valued by
KA Fund Advisors, LLC (KAFA or the Adviser) investment professionals responsible
for the portfolio investments. |
|
|
|
|
Investment Team Valuation Documentation. Preliminary valuation conclusions are
documented and discussed with senior management of KAFA. Such valuations generally are
submitted to the Valuation Committee (a committee of the Companys Board of Directors)
or the Board of Directors on a monthly basis, and stand for intervening periods of
time. |
|
|
|
|
Valuation Committee. The Valuation Committee meets, generally, on or about the
end of each month to consider new valuations presented by KAFA, if any, which were made
in accordance with the valuation procedures in such month. Between meetings of the
Valuation Committee, a senior officer of KAFA is authorized to make valuation
determinations. The Valuation Committees valuations stand for intervening periods of
time unless the Valuation Committee meets again at the request of KAFA, the Board of
Directors, or the Valuation Committee itself. All valuation determinations of the
Valuation Committee are subject to ratification by the Board at its next regular
meeting. |
|
|
|
|
Valuation Firm. No less than quarterly, a third-party valuation firm engaged
by the Board of Directors reviews the valuation methodologies and calculations employed
for these securities. |
|
|
|
|
Board of Directors Determination. The Board of Directors meets quarterly to
consider the valuations provided by KAFA and the Valuation Committee, if applicable,
and ratify valuations for the applicable securities. The Board of Directors considers
the report provided by the third-party valuation firm in reviewing and determining in
good faith the fair value of the applicable portfolio securities. |
Unless otherwise determined by the Board of Directors, securities that are convertible into or
otherwise will become publicly traded (e.g., through subsequent registration or expiration of a
restriction on trading) are valued through the process described above, using a valuation based on
the fair value of the publicly traded security less a discount. The discount is initially equal in
amount to the discount negotiated at the time the purchase price is agreed to. To the extent that
such securities are convertible or otherwise become publicly traded within a time frame that may be
reasonably determined, KAFA may determine an applicable discount in accordance with a methodology
approved by the Valuation Committee.
At August 31, 2010, the Company held 3.5% of its net assets applicable to common stockholders
(2.3% of total assets) in securities valued at fair value, as determined pursuant to procedures
adopted by the Board of Directors, with fair value of $56,567. See Note 7 Restricted Securities.
D. Repurchase Agreements The Company has agreed to purchase securities from financial
institutions, subject to the sellers agreement to repurchase them at an agreed-upon time and price
(repurchase agreements). The financial institutions with which the Company enters into repurchase
agreements are banks and broker/dealers which KAFA considers creditworthy. The seller under a
repurchase agreement is required to maintain the value of the securities as collateral, subject to
the agreement, at not less than the repurchase price plus accrued interest. KAFA monitors daily the
mark-to-market of the value of the collateral, and, if necessary, requires the seller to maintain
additional securities so that the value of the collateral is not less than the repurchase price.
Default by or bankruptcy of the seller would, however, expose the Company to possible loss because
of adverse market action or delays in connection with the disposition of the underlying securities.
E. Short Sales A short sale is a transaction in which the Company sells securities it does
not own (but has borrowed) in anticipation of or to hedge against a decline in the market price of
the securities. To complete a short sale, the Company may arrange through a broker to borrow the
securities to be delivered to the buyer. The proceeds received by the Company for the short sale
are retained by the broker until the Company replaces the borrowed
17
KAYNE ANDERSON MLP INVESTMENT COMPANY
NOTES TO FINANCIAL STATEMENTS
AUGUST 31, 2010
(amounts in 000s, except option contracts, share and per share amounts)
(UNAUDITED)
securities. In borrowing the
securities to be delivered to the buyer, the Company becomes obligated to replace the securities
borrowed at their market price at the time of replacement, whatever the price may be.
All short sales are fully collateralized. The Company maintains assets consisting of cash or
liquid securities equal in amount to the liability created by the short sale. These assets are
adjusted daily to reflect changes in the value of the securities sold short. The Company is liable
for any dividends or distributions paid on securities sold short.
The Company may also sell short against the box (i.e., the Company enters into a short sale
as described above while holding an offsetting long position in the security which it sold short).
If the Company enters into a short sale against the box, the Company segregates an equivalent
amount of securities owned as collateral while the short sale is outstanding. At August 31, 2010,
the Company had no open short sales.
F. Security Transactions Security transactions are accounted for on the date these
securities are purchased or sold (trade date). Realized gains and losses are reported on an
identified cost basis.
G. Return of Capital Estimates Distributions received from the Companys investments in MLPs
generally are comprised of income and return of capital. The Company records investment income and
return of capital based on estimates made at the time such distributions are received. Such
estimates are based on historical information available from each MLP and other industry sources.
These estimates may subsequently be revised based on information received from MLPs after their tax
reporting periods are concluded.
The following table sets forth the Companys estimated total return of capital portion of the
distributions received from its investments. The return of capital portion of the distributions is
a reduction to investment income, results in an equivalent reduction in the cost basis of the
associated investments and increases Net Realized Gains and Net Change in Unrealized Gains in each
of the periods presented below.
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
|
|
August 31, 2010 |
|
|
August 31, 2010 |
|
Estimated return of capital portion of distributions received |
|
|
88 |
% |
|
|
88 |
% |
Return of capital attributable to Net Realized Gains |
|
$ |
7,274 |
|
|
$ |
15,186 |
|
Return of capital attributable to Net Change in Unrealized Gains |
|
|
23,503 |
|
|
|
72,142 |
|
|
|
|
|
|
|
|
Total return of capital |
|
$ |
30,777 |
|
|
$ |
87,328 |
|
|
|
|
|
|
|
|
H. Investment Income The Company records dividends and distributions on the ex-dividend
date. Interest income is recognized on the accrual basis, including amortization of premiums and
accretion of discounts. When investing in securities with payment in-kind interest, the Company
will accrue interest income during the life of the security even though it will not be receiving
cash as the interest is accrued. To the extent that interest income to be received is not expected
to be realized, a reserve against income is established.
Many of the Companys debt securities were purchased at a discount or premium to the par value
of the security. The non-cash accretion of a discount to par value increases interest income while
the non-cash amortization of a premium to par value decreases interest income. The accretion of a
discount and amortization of premiums are based on the effective interest method. The amount of
these non-cash adjustments can be found in the Companys Statement of Cash Flows. The non-cash
accretion of a discount increases the cost basis of the debt security, which results in an
offsetting unrealized loss. The non-cash amortization of a premium decreases the cost basis of the
debt security which results in an offsetting unrealized gain. To the extent that par value is not
expected to be realized, the Company discontinues accruing the non-cash accretion of the discount
to par value of the debt security.
During the three and nine months ended August 31, 2010, the Company did not record any
interest income related to its investment in Clearwater Natural Resources, LP (Clearwater). Since
the second quarter of 2009, the Company has not accrued interest income on its investment in
Clearwater.
18
KAYNE ANDERSON MLP INVESTMENT COMPANY
NOTES TO FINANCIAL STATEMENTS
AUGUST 31, 2010
(amounts in 000s, except option contracts, share and per share amounts)
(UNAUDITED)
The Companys stock dividends and distributions consist of additional units of Enbridge Energy
Management, L.L.C. and Kinder Morgan Management, LLC. The additional units are not reflected in
investment income during the period received but are recorded as unrealized gains. During the three
and nine months ended August 31, 2010, the Company received the following stock dividends from
Enbridge Energy Management, L.L.C. and Kinder Morgan Management, LLC.
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
|
|
August 31, 2010 |
|
|
August 31, 2010 |
|
Enbridge Energy Management, L.L.C. |
|
$ |
976 |
|
|
$ |
2,484 |
|
Kinder Morgan Management, LLC |
|
|
2,837 |
|
|
|
7,728 |
|
|
|
|
|
|
|
|
Total stock dividends |
|
$ |
3,813 |
|
|
$ |
10,212 |
|
|
|
|
|
|
|
|
I. Distributions to Stockholders Distributions to common stockholders are recorded on
the ex-dividend date. Distributions to mandatory redeemable preferred stockholders are accrued on a
daily basis as described in Note 12 Preferred Stock. As required by the Distinguishing
Liabilities from Equity topic of the Financial Accounting Standards Board (FASB) Accounting
Standards Codification, the Company includes the accrued distributions on its mandatory redeemable
preferred stock as an operating expense due to the fixed term of this obligation. The estimated
characterization of the distributions paid to preferred and common stockholders will be either a
dividend (ordinary income) or distribution (return of capital). This estimate is based on the
Companys operating results during the period. The actual characterization of the preferred and
common stock distributions made during the current year will not be determinable until after the
end of the fiscal year when the Company can determine earnings and profits and, therefore, the
characterization may differ from the preliminary estimates.
J. Partnership Accounting Policy The Company records its pro rata share of the income/(loss)
and capital gains/(losses), to the extent of distributions it has received, allocated from the
underlying partnerships and adjusts the cost basis of the underlying partnerships accordingly.
These amounts are included in the Companys Statement of Operations.
K. Federal and State Income Taxation The Company, as a corporation, is obligated to pay
federal and state income tax on its taxable income. The Company invests its assets primarily in
MLPs, which generally are treated as partnerships for federal income tax purposes. As a limited
partner in the MLPs, the Company includes its allocable share of the MLPs taxable income in
computing its own taxable income. Deferred income taxes reflect (i) taxes on unrealized
gains/(losses), which are attributable to the temporary difference between fair value and tax
basis, (ii) the net tax effects of temporary differences between the carrying amounts of assets and
liabilities for financial reporting purposes and the amounts used for income tax purposes and
(iii) the net tax benefit of accumulated net operating and capital losses. To the extent the
Company has a deferred tax asset, consideration is given as to whether or not a valuation allowance
is required. The need to establish a valuation allowance for deferred tax assets is assessed
periodically by the Company based on the Income Tax Topic of the FASB Accounting Standards
Codification that it is more likely than not that some portion or all of the deferred tax asset
will not be realized. In the assessment for a valuation allowance, consideration is given to all
positive and negative evidence related to the realization of the deferred tax asset. This
assessment considers, among other matters, the nature, frequency and severity of current and
cumulative losses, forecasts of future profitability (which are highly dependent on future cash
distributions from the Companys MLP holdings), the duration of statutory carryforward periods and
the associated risk that operating and capital loss carryforwards may expire unused.
The Company may rely to some extent on information provided by the MLPs, which may not
necessarily be timely, to estimate taxable income allocable to the MLP units held in the portfolio
and to estimate the associated deferred tax liability. Such estimates are made in good faith. From
time to time, as new information becomes available, the Company modifies its estimates or
assumptions regarding the deferred tax liability.
The Companys policy is to classify interest and penalties associated with underpayment of
federal and state income taxes, if any, as income tax expense on its Statement of Operations. As of
August 31, 2010, the Company
19
KAYNE ANDERSON MLP INVESTMENT COMPANY
NOTES TO FINANCIAL STATEMENTS
AUGUST 31, 2010
(amounts in 000s, except option contracts, share and per share amounts)
(UNAUDITED)
does not have any interest or penalties associated with the
underpayment of any income taxes. All tax years since inception remain open and subject to
examination by tax jurisdictions.
L. Derivative Financial Instruments The Company may utilize derivative financial instruments
in its operations.
Interest rate swap contracts. The Company may use interest rate swap contracts to hedge
against increasing interest expense on its leverage resulting from increases in short term interest
rates. The Company does not hedge any interest rate risk associated with portfolio holdings.
Interest rate transactions the Company uses for hedging purposes expose it to certain risks that
differ from the risks associated with its portfolio holdings. A decline in interest rates may
result in a decline in the value of the swap contracts, which, everything else being held constant,
would result in a decline in the net assets of the Company. In addition, if the counterparty to an
interest rate swap defaults, the Company would not be able to use the anticipated net receipts
under the interest rate swap to offset its cost of financial leverage.
Interest rate swap contracts are recorded at fair value with changes in value during the
reporting period and amounts accrued under the agreements included as unrealized gains or losses in
the Statement of Operations. Monthly cash settlements under the terms of the interest rate swap
agreements are recorded as realized gains or losses in the Statement of Operations. The Company
generally values its interest rate swap contracts based on dealer quotations, if available, or by
discounting the future cash flows from the stated terms of the interest rate swap agreement by
using interest rates currently available in the market. See Note 8 Derivative Financial
Instruments.
Option contracts. The Company is also exposed to financial market risks including changes in
the valuations of its investment portfolio. The Company may purchase or write (sell) call options.
A call option on a security is a contract that gives the holder of the option, in return for a
premium, the right to buy from the writer of the option the security underlying the option at a
specified exercise price at any time during the term of the option.
The Company would normally purchase call options in anticipation of an increase in the market
value of securities of the type in which it may invest. The Company would ordinarily realize a
gain on a purchased call option if, during the option period, the value of such securities exceeded
the sum of the exercise price, the premium paid and transaction costs; otherwise the Company would
realize either no gain or a loss on the purchased call option. The Company may also purchase put
option contracts. If a purchased put option is exercised, the premium paid increases the cost basis
of the securities sold by the Company.
The Company may also write (sell) call options with the purpose of generating income or
reducing its ownership of certain securities. The writer of an option on a security has the
obligation upon exercise of the option to deliver the underlying security upon payment of the
exercise price.
When the Company writes a call option, an amount equal to the premium received by the Company
is recorded as a liability and is subsequently adjusted to the current fair value of the option
written. Premiums received from writing options that expire unexercised are treated by the Company
on the expiration date as realized gains from investments. If the Company repurchases a written
call option prior to its exercise, the difference between the premium received and the amount paid
to repurchase the option is treated as a realized gain or loss. If a call option is exercised, the
premium is added to the proceeds from the sale of the underlying security in determining whether
the Company has realized a gain or loss. The Company, as the writer of an option, bears the market
risk of an unfavorable change in the price of the security underlying the written option. See Note
8 Derivative Financial Instruments.
M. Indemnifications Under the Companys organizational documents, its officers and directors
are indemnified against certain liabilities arising out of the performance of their duties to the
Company. In addition, in the normal course of business, the Company enters into contracts that
provide general indemnification to other parties. The Companys maximum exposure under these
arrangements is unknown, as this would involve future claims that may be made against the Company
that have not yet occurred, and may not occur. However, the Company has not had prior claims or
losses pursuant to these contracts and expects the risk of loss to be remote.
20
KAYNE ANDERSON MLP INVESTMENT COMPANY
NOTES TO FINANCIAL STATEMENTS
AUGUST 31, 2010
(amounts in 000s, except option contracts, share and per share amounts)
(UNAUDITED)
3. Fair Value
As required by the Fair Value Measurement and Disclosures of the FASB Accounting Standards
Codification, the Company has performed an analysis of all assets and liabilities measured at fair
value to determine the significance and character of all inputs to their fair value determination.
The fair value hierarchy prioritizes the inputs to valuation techniques used to measure fair
value into the following three broad categories.
|
|
|
Level 1 Quoted unadjusted prices for identical instruments in active markets
to which the Company has access at the date of measurement. |
|
|
|
|
Level 2 Quoted prices for similar instruments in active markets; quoted
prices for identical or similar instruments in markets that are not active; and
model-derived valuations in which all significant inputs and significant value drivers
are observable in active markets. Level 2 inputs are those in
markets for which there are few transactions, the prices are not current, little public
information exists or instances where prices vary substantially over time or among
brokered market makers. |
|
|
|
|
Level 3 Model derived valuations in which one or more significant inputs or
significant value drivers are unobservable. Unobservable inputs are those inputs that
reflect the Companys own assumptions that market participants would use to price the
asset or liability based on the best available information. |
The following table presents the Companys assets measured at fair value at August 31, 2010.
Note that the valuation levels below are not necessarily an indication of the risk or liquidity
associated with the underlying investment. For instance, the Companys repurchase agreements, which
are collateralized by U.S. Treasury notes, are generally high quality and liquid; however, the
Company reflects these repurchase agreements as Level 2 because the inputs used to determine fair
value may not always be quoted prices in an active market.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quoted Prices in |
|
|
Prices with Other |
|
|
Unobservable |
|
|
|
|
|
|
|
Active Markets |
|
|
Observable Inputs |
|
|
Inputs |
|
|
|
Total |
|
|
(Level 1) |
|
|
(Level 2) |
|
|
(Level 3)(1) |
|
Assets at Fair Value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity investments |
|
$ |
2,412,587 |
|
|
$ |
2,360,780 |
|
|
$ |
|
|
|
$ |
51,807 |
|
Energy debt investments |
|
|
54,657 |
|
|
|
|
|
|
|
49,897 |
|
|
|
4,760 |
|
Option contracts purchased |
|
|
10 |
|
|
|
|
|
|
|
10 |
|
|
|
|
|
Repurchase agreement |
|
|
17,221 |
|
|
|
|
|
|
|
17,221 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets at fair value |
|
$ |
2,484,475 |
|
|
$ |
2,360,780 |
|
|
$ |
67,128 |
|
|
$ |
56,567 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities at Fair Value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option contracts written |
|
$ |
389 |
|
|
$ |
|
|
|
$ |
389 |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
The Companys investments in Level 3 represent its investments in
Magellan Midstream Partners, L.P., Inergy Holdings, L.P., Clearwater Natural
Resources, L.P. and CNR GP Holdco, LLC as more fully described in Note 7 Restricted
Securities. |
21
KAYNE ANDERSON MLP INVESTMENT COMPANY
NOTES TO FINANCIAL STATEMENTS
AUGUST 31, 2010
(amounts in 000s, except option contracts, share and per share amounts)
(UNAUDITED)
The following table presents the Companys assets measured at fair value on a recurring basis
using significant unobservable inputs (Level 3) for the three and nine months ended August 31,
2010.
|
|
|
|
|
|
|
Long-Term |
|
Assets at Fair Value Using Unobservable Inputs (Level 3) |
|
Investments |
|
Balance May 31, 2010 |
|
$ |
4,760 |
|
Transfers out of Level 3 |
|
|
|
|
Realized gains/(losses) |
|
|
|
|
Unrealized gains, net |
|
|
6,945 |
|
Purchases, issuances or settlements |
|
|
44,862 |
|
|
|
|
|
Balance August 31, 2010 |
|
$ |
56,567 |
|
|
|
|
|
|
|
|
|
|
|
|
Long-Term |
|
Assets at Fair Value Using Unobservable Inputs (Level 3) |
|
Investments |
|
Balance November 30, 2009 |
|
$ |
4,080 |
|
Transfers out of Level 3 |
|
|
|
|
Realized gains/(losses) |
|
|
|
|
Unrealized gains, net |
|
|
7,625 |
|
Purchases, issuances or settlements |
|
|
44,862 |
|
|
|
|
|
Balance August 31, 2010 |
|
$ |
56,567 |
|
|
|
|
|
The $6,945 and $7,625 of unrealized gains presented in the table above for the three and nine
months ended August 31, 2010 related to investments that are still held at August 31, 2010, and the
Company includes these unrealized gains on the Statement of Operations Net Change in Unrealized
Gains/(Losses).
The Company did not have any liabilities that were measured at fair value on a recurring basis
using significant unobservable inputs (Level 3) at August 31, 2010, May 31, 2010 or at November 30,
2009.
In January 2010, the FASB issued Accounting Standards Update (ASU) No. 2010-06 Improving
Disclosures about Fair Value Measurements. ASU No. 2010-06 amends FASB Accounting Standards
Codification Topic, Fair Value Measurements and Disclosures, to require additional disclosures
regarding fair value measurements. Certain disclosures required by ASU No. 2010-06 are effective
for interim and annual reporting periods beginning after December 15, 2009, and other required
disclosures are effective for fiscal years beginning after December 15, 2010, and for interim
periods within those fiscal years. Management is currently evaluating the impact ASU No. 2010-06
will have on its financial statement disclosures.
4. Concentration of Risk
The Companys investment objective is to obtain a high after-tax total return with an emphasis
on current income paid to its stockholders. Under normal circumstances, the Company intends to
invest at least 85% of its total assets in securities of MLPs and other Midstream Energy Companies,
and to invest at least 80% of its total assets in MLPs, which are subject to certain risks, such as
supply and demand risk, depletion and exploration risk, commodity pricing risk, acquisition risk,
and the risk associated with the hazards inherent in midstream energy industry activities. A
substantial portion of the cash flow received by the Company is derived from investment in equity
securities of MLPs. The amount of cash that an MLP has available for distributions and the tax
character of such distributions are dependent upon the amount of cash generated by the MLPs
operations. The Company may invest up to 15% of its total assets in any single issuer and a decline
in value of the securities of such an issuer could significantly impact the net asset value of the
Company. The Company may invest up to 20% of its total assets in debt securities, which may include
below investment grade securities. The Company may, for defensive purposes,
22
KAYNE ANDERSON MLP INVESTMENT COMPANY
NOTES TO FINANCIAL STATEMENTS
AUGUST 31, 2010
(amounts in 000s, except option contracts, share and per share amounts)
(UNAUDITED)
temporarily invest all or a significant portion of its assets in investment grade securities, short-term debt securities and
cash or cash equivalents. To the extent the Company uses this strategy, it may not achieve its investment objectives.
5. Agreements and Affiliations
A. Administration Agreement The Company has entered into an administration agreement with Ultimus Fund Solutions, LLC (Ultimus).
Pursuant to the administration agreement, Ultimus will provide certain administrative
services for the Company. The administration agreement has automatic one-year renewals unless earlier
terminated by either party as provided under the terms of the administration agreement.
B.
Investment Management Agreement The Company has entered into an investment management agreement with KAFA under
which the Adviser, subject to the overall supervision of the Companys Board of Directors, manages the day-to-day operations
of, and provides investment advisory services to, the Company. For providing these services, the Adviser receives a management
fee from the Company. On June 15, 2010, the Company renewed its agreement with the Adviser for a period of one year. The agreement may
be renewed annually upon approval of the Companys Board of Directors. For the nine months ended August 31, 2010, the Company paid management
fees at an annual rate of 1.375% of average total assets.
For purposes of calculating the management fee, the Companys total assets are
equal to the Companys gross asset value (which includes assets attributable to or
proceeds from the Companys use of preferred stock, commercial paper or notes and other
borrowings and excludes any net deferred tax asset), minus the sum of the Companys accrued
and unpaid distributions on any outstanding common stock and accrued and unpaid distributions on
any outstanding preferred stock and accrued liabilities (other than liabilities associated with borrowing
or leverage by the Company and any accrued taxes, including, a deferred tax liability). Liabilities associated with
borrowing or leverage by the Company include the principal amount of any borrowings, commercial paper or notes issued
by the Company, the liquidation preference of any outstanding preferred stock, and other liabilities from other forms of
borrowing or leverage such as short positions and put or call options held or written by the Company.
C. Portfolio Companies From time to time, the Company may control or may be an affiliate of one
or more portfolio companies, each as defined in the 1940 Act. In general, under the 1940 Act, the Company
would be presumed to control a portfolio company if the Company owned 25% or more of its outstanding voting
securities and would be an affiliate of a portfolio company if the Company owned 5% or more of its outstanding
voting securities. The 1940 Act contains prohibitions and restrictions relating to transactions between investment
companies and their affiliates (including the Companys investment adviser), principal underwriters and affiliates of
those affiliates or underwriters.
The Company believes that there is significant ambiguity in the application of existing Securities and Exchange
Commission (SEC) staff interpretations of the term voting security to complex structures such as limited partnership
interests of the kind in which the Company invests. As a result, it is possible that the SEC staff may consider that certain
securities investments in limited partnerships are voting securities under the staffs prevailing interpretations of this term.
If such determination is made, the Company may be regarded as a person affiliated with and controlling the issuers(s) of those
securities for purposes of Section 17 of the 1940 Act.
In light of the ambiguity of the definition of voting securities, the Company does not intend to treat any class of
limited partnership interests that it holds as voting securities unless the security holders of such class currently have
the ability, under the partnership agreement, to remove the general partner (assuming a sufficient vote of such securities,
other than securities held by the general partner, in favor of such removal) or the Company has an economic interest of sufficient
size that otherwise gives it the de facto power to exercise a controlling influence over the partnership. The Company believes
this treatment is appropriate given that the general partner controls the partnership, and without the ability to remove the general
partner or the power to otherwise exercise a controlling
23
KAYNE ANDERSON MLP INVESTMENT COMPANY
NOTES TO FINANCIAL STATEMENTS
AUGUST 31, 2010
(amounts in 000s, except option contracts, share and per share amounts)
(UNAUDITED)
influence over the partnership due to the size of an economic
interest, the security holders have no control over the partnership.
Clearwater Natural Resources, LP At August 31, 2010, the Company held approximately 42.5% of
the limited partnership interest of Clearwater. The Company controls CNR GP Holdco, LLC, which is
the general partner of Clearwater. The Company believes that it controls and is an affiliate of
Clearwater under the 1940 Act by virtue of its controlling interest in the general partner of
Clearwater.
On January 12, 2010, Clearwater closed on the sale of all of its reserves and a substantial
portion of its operating assets to International Resource Partners, L.P. (IRP). On March 16,
2010, the Bankruptcy Court confirmed Clearwaters plan of reorganization (including such sale of
assets to IRP). As part of Clearwaters plan of reorganization, the Company will receive
consideration for its unsecured term loan. Such consideration will be in the form of cash and a
royalty interest in the reserves sold. Pursuant to the plan of reorganization, the Company will not
receive any consideration for its equity investment in Clearwater or CNR GP Holdco, LLC. See Note
7 Restricted Securities.
Plains All American Pipeline, L.P and PAA Natural Gas Storage, L.P. Robert V. Sinnott is
chief executive officer of Kayne Anderson Capital Advisors, L.P. (KACALP), the managing member of
KAFA. Mr. Sinnott also serves as a director on the board of Plains All American GP LLC, the general
partner of Plains All American Pipeline, L.P. Members of senior management and various advisory
clients of KACALP and KAFA indirectly own units of Plains All American GP LLC. Various advisory
clients of KACALP and KAFA, including the Company, own units in Plains All American Pipeline, L.P
and PAA Natural Gas Storage, L.P. The Company believes that it is an affiliate of Plains All
American Pipeline, L.P. and PAA Natural Gas Storage, L.P. under the 1940 Act.
6. Income Taxes
Deferred income taxes reflect (i) taxes on unrealized gains/(losses), which are attributable
to the difference between fair market value and tax basis, (ii) the net tax effects of temporary
differences between the carrying amounts of assets and liabilities for financial reporting purposes
and the amounts used for income tax purposes and (iii) the net tax benefit of accumulated net
operating losses. Components of the Companys deferred tax assets and liabilities as of August 31,
2010 are as follows:
|
|
|
|
|
Deferred tax assets: |
|
|
|
|
Net operating loss carryforwards Federal |
|
$ |
46,712 |
|
Net operating loss carryforwards State |
|
|
3,831 |
|
Capital loss carryforwards |
|
|
41,274 |
|
Other |
|
|
105 |
|
Deferred tax liabilities: |
|
|
|
|
Net unrealized gains on investment securities, interest
rate swap contracts and option contracts |
|
|
(338,877 |
) |
Basis reductions resulting from estimated return of capital |
|
|
(15,272 |
) |
|
|
|
|
Total net deferred tax liability |
|
$ |
(262,227 |
) |
|
|
|
|
At August 31, 2010, the Company had federal net operating loss carryforwards of $137,741
(deferred tax asset of $46,712). Realization of the deferred tax assets and net operating loss
carryforwards are dependent, in part, on generating sufficient taxable income prior to expiration
of the loss carryforwards. If not utilized, $36,622; $52,182; $26,118 and $22,819 of the net
operating loss carryforward will expire in 2026, 2027, 2028 and 2029, respectively. As of August
31, 2010, the Company had federal and state capital loss carryforwards of approximately $111,607
(deferred tax asset of $41,274). If not utilized, $24,798 and $86,809 of capital loss carry
forwards will expire in 2013 and 2014, respectively. For corporations, capital losses can only be
used to offset capital gains and
24
KAYNE ANDERSON MLP INVESTMENT COMPANY
NOTES TO FINANCIAL STATEMENTS
AUGUST 31, 2010
(amounts in 000s, except option contracts, share and per share amounts)
(UNAUDITED)
cannot be used to offset ordinary income. In addition, the Company
has state net operating losses of $124,506 (deferred tax asset of $3,831). These state net
operating losses begin to expire in 2011 through 2029.
Although the Company currently has a net deferred tax liability, it periodically reviews the
recoverability of its deferred tax assets based on the weight of available evidence. When assessing
the recoverability of its deferred tax assets, significant weight was given to the effects of
potential future realized and unrealized gains on investments and the period over which these
deferred tax assets can be realized, as the expiration dates for the federal capital and operating
loss carryforwards range from five to nineteen years.
Based on the Companys assessment, it has determined that it is more likely than not that its
deferred tax assets will be realized through future taxable income of the appropriate character.
Accordingly, no valuation allowance has been established for the Companys deferred tax assets. The
Company will continue to assess the
need for a valuation allowance in the future. Significant declines in the fair value of its
portfolio of investments may change the Companys assessment regarding the recoverability of its
deferred tax assets and may result in a valuation allowance. If a valuation allowance is required
to reduce any deferred tax asset in the future, it could have a material impact on the Companys
net asset value and results of operations in the period it is recorded.
Total income taxes were different from the amount computed by applying the federal statutory
income tax rate of 35% to the net investment loss and realized and unrealized gains (losses) on
investments and interest rate swap contracts before taxes for the three and nine months ended
August 31, 2010, as follows:
|
|
|
|
|
|
|
|
|
|
|
Three Months |
|
|
Nine Months |
|
|
|
Ended |
|
|
Ended |
|
|
|
August 31, 2010 |
|
|
August 31, 2010 |
|
Computed expected federal income tax |
|
$ |
77,912 |
|
|
$ |
154,904 |
|
State income tax, net of federal tax expense |
|
|
4,484 |
|
|
|
8,892 |
|
Other |
|
|
556 |
|
|
|
710 |
|
|
|
|
|
|
|
|
Total income tax expense |
|
$ |
82,952 |
|
|
$ |
164,506 |
|
|
|
|
|
|
|
|
At August 31, 2010, the cost basis of investments for federal income tax purposes was
$1,565,479, and the net cash received on option contracts written was $533. The cost basis of
investments includes a $162,554 reduction in basis attributable to the Companys portion of the
allocated losses from its MLP investments. At August 31, 2010, gross unrealized appreciation and
depreciation of investments and options for federal income tax purposes were as follows:
|
|
|
|
|
Gross unrealized appreciation of investments (including options) |
|
$ |
973,823 |
|
Gross unrealized depreciation of investments (including options) |
|
|
(54,705 |
) |
|
|
|
|
Net unrealized appreciation before tax |
|
|
919,118 |
|
|
|
|
|
Net unrealized appreciation after tax |
|
$ |
579,044 |
|
|
|
|
|
25
KAYNE ANDERSON MLP INVESTMENT COMPANY
NOTES TO FINANCIAL STATEMENTS
AUGUST 31, 2010
(amounts in 000s, except option contracts, share and per share amounts)
(UNAUDITED)
7. Restricted Securities
From time to time, certain of the Companys investments may be restricted as to resale. For
instance, private investments that are not registered under the Securities Act of 1933, as amended,
cannot be offered for public sale in a non-exempt transaction without first being registered. In
other cases, certain of the Companys investments have restrictions such as lock-up agreements that
preclude the Company from offering these securities for public sale.
At August 31, 2010, the Company held the following restricted investments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Units, |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Percent of |
|
|
|
|
|
Acquisition |
|
Type of |
|
Principal ($) |
|
|
Cost |
|
|
|
|
|
|
Percent of |
|
|
Total |
|
Investment |
|
Security |
|
Date |
|
Restriction |
|
(in 000s) |
|
|
Basis |
|
|
Fair Value |
|
|
Net Assets |
|
|
Assets |
|
Clearwater Natural Resources, L.P. |
|
Common Units |
|
(1) |
|
(2) |
|
|
3,889 |
|
|
$ |
72,860 |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
Clearwater Natural Resources, L.P. |
|
Unsecured Term Loan |
|
(3) |
|
(2) |
|
$ |
13,601 |
|
|
|
13,690 |
|
|
|
4,760 |
|
|
|
0.3 |
% |
|
|
0.2 |
% |
CNR GP Holdco, LLC |
|
LLC Interests |
|
3/5/08 |
|
(2) |
|
|
n/a |
|
|
|
1,083 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Inergy Holdings, L.P. |
|
Common Units |
|
6/15/10 |
|
(4) |
|
|
1,526 |
|
|
|
34,533 |
|
|
|
40,583 |
|
|
|
2.5 |
|
|
|
1.6 |
|
Magellan Midstream Partners, L.P. |
|
Common Units |
|
6/10/10 |
|
(4) |
|
|
238 |
|
|
|
9,705 |
|
|
|
11,224 |
|
|
|
0.7 |
|
|
|
0.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total of securities valued in accordance with procedures established by the Board of Directors(5) |
|
$ |
131,871 |
|
|
$ |
56,567 |
|
|
|
3.5 |
% |
|
|
2.3 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Linn Energy, LLC |
|
Senior Notes |
|
7/21/10 |
|
(6) |
|
$ |
2,000 |
|
|
$ |
2,112 |
|
|
$ |
2,110 |
|
|
|
0.1 |
% |
|
|
0.1 |
% |
Niska Gas Storage U.S., LLC |
|
Senior Notes |
|
2/26/10 |
|
(6) |
|
$ |
5,000 |
|
|
|
5,022 |
|
|
|
5,263 |
|
|
|
0.3 |
|
|
|
0.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total of securities valued by prices provided by market maker or independent pricing services |
|
$ |
7,134 |
|
|
$ |
7,373 |
|
|
|
0.4 |
% |
|
|
0.3 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total of all restricted securities |
|
$ |
139,005 |
|
|
$ |
63,940 |
|
|
|
3.9 |
% |
|
|
2.6 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
The Company purchased common units on August 1, 2005 and October 2, 2006. |
|
(2) |
|
On January 7, 2009, Clearwater Natural Resources, LP (Clearwater) filed a voluntary
petition under Chapter 11 of the U.S. Bankruptcy Code. Clearwater continued operations as a
debtor-in-possession during fiscal 2009. See Note 5 Agreements and Affiliations for a status
update. |
|
(3) |
|
The Company purchased term loans on January 11, 2008; February 28, 2008; May 5, 2008; July 8,
2008; August 6, 2008; and September 29, 2008. The Company is not accruing interest income on
this investment. |
|
(4) |
|
Unregistered security of a public company. |
|
(5) |
|
Restricted securities that are classified as a Level 3. Security is valued using inputs
reflecting the Companys own assumptions as more fully described in Note 2 Significant
Accounting Policies. |
|
(6) |
|
Unregistered security of a public company that are classified as a Level 2. These securities
have a fair market value determined by the mean of the bid and ask prices provided by a
syndicate bank, principal market maker or an independent pricing service as more fully
described in Note 2 Significant Accounting Policies. These securities have limited trading
volume and are not listed on a national exchange. |
26
KAYNE ANDERSON MLP INVESTMENT COMPANY
NOTES TO FINANCIAL STATEMENTS
AUGUST 31, 2010
(amounts in 000s, except option contracts, share and per share amounts)
(UNAUDITED)
8. Derivative Financial Instruments
Option Contracts Transactions in option contracts for the nine months ended August
31, 2010 were as follows:
|
|
|
|
|
|
|
|
|
|
|
Number of |
|
|
|
|
|
|
Contracts |
|
|
Premium |
|
Put Options Purchased |
|
|
|
|
|
|
|
|
Options outstanding at beginning of period |
|
|
1,386 |
|
|
$ |
89 |
|
Options purchased |
|
|
1,000 |
|
|
|
21 |
|
Options expired |
|
|
(1,386 |
) |
|
|
(89 |
) |
|
|
|
|
|
|
|
Options outstanding at end of period |
|
|
1,000 |
|
|
$ |
21 |
|
|
|
|
|
|
|
|
Call Options Written |
|
|
|
|
|
|
|
|
Options outstanding at beginning of period |
|
|
7,000 |
|
|
$ |
584 |
|
Options written |
|
|
33,439 |
|
|
|
3,453 |
|
Options subsequently repurchased (1) |
|
|
(13,442 |
) |
|
|
(1,426 |
) |
Options exercised |
|
|
(19,970 |
) |
|
|
(1,991 |
) |
Options expired |
|
|
(1,526 |
) |
|
|
(87 |
) |
|
|
|
|
|
|
|
Options outstanding at end of period |
|
|
5,501 |
|
|
$ |
533 |
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
The price at which the Company subsequently repurchased the options was $455. |
As required by the Derivatives and Hedging Topic of the FASB Accounting Standards
Codification, below are the derivative instruments and hedging activities of the Company. The total
number of outstanding options at August 31, 2010 is indicative of the volume of this type of
derivative for the period ended August 31, 2010. See Note 2 Significant Accounting Policies.
The following table sets forth the fair value of the Companys derivative instruments on the
Statement of Assets and Liabilities.
|
|
|
|
|
|
|
Derivatives Not Accounted for as Hedging |
|
|
|
Fair Value as of |
|
Instruments |
|
Statement of Assets and Liabilities Location |
|
August 31, 2010 |
|
Assets |
|
|
|
|
|
|
Put options |
|
Put option contracts purchased |
|
$ |
10 |
|
Liabilities |
|
|
|
|
|
|
Call options |
|
Call option contracts written |
|
|
(389 |
) |
|
|
|
|
|
|
|
|
|
|
$ |
(379 |
) |
|
|
|
|
|
|
27
KAYNE ANDERSON MLP INVESTMENT COMPANY
NOTES TO FINANCIAL STATEMENTS
AUGUST 31, 2010
(amounts in 000s, except option contracts, share and per share amounts)
(UNAUDITED)
The following tables set forth the effect of the Companys derivative instruments on the
Statement of Operations.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended |
|
|
|
|
|
August 31, 2010 |
|
|
|
|
|
|
|
|
|
Change in |
|
|
|
|
|
Net Realized |
|
|
Unrealized Gains/ |
|
|
|
|
|
Gains/(Losses) on |
|
|
(Losses) on |
|
|
|
|
|
Derivatives |
|
|
Derivatives |
|
Derivatives Not Accounted For as |
|
Location of Gains/(Losses) |
|
Recognized in |
|
|
Recognized in |
|
Hedging Instruments |
|
on Derivatives Recognized in Income |
|
Income |
|
|
Income |
|
Put options |
|
Options |
|
$ |
|
|
|
$ |
(12 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Call options |
|
Options |
|
$ |
580 |
|
|
$ |
498 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Nine Months Ended |
|
|
|
|
|
August 31, 2010 |
|
|
|
|
|
|
|
|
|
Change in |
|
|
|
|
|
Net Realized |
|
|
Unrealized Gains/ |
|
|
|
|
|
Gains/(Losses) on |
|
|
(Losses) on |
|
|
|
|
|
Derivatives |
|
|
Derivatives |
|
Derivatives Not Accounted For as |
|
Location of Gains/(Losses) |
|
Recognized in |
|
|
Recognized in |
|
Hedging Instruments |
|
on Derivatives Recognized in Income |
|
Income |
|
|
Income |
|
Put options |
|
Options |
|
$ |
(90 |
) |
|
$ |
64 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Call options |
|
Options |
|
|
1,059 |
|
|
|
950 |
|
Interest rate swap contracts |
|
Interest rate swap contracts |
|
|
(664 |
) |
|
|
205 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
305 |
|
|
$ |
1,219 |
|
|
|
|
|
|
|
|
|
|
Interest Rate Swap Contracts The Company may enter into interest rate swap
contracts to partially hedge itself from increasing interest expense on its leverage resulting from
increasing short-term interest rates. A decline in future interest rates may result in a decline in
the value of the swap contracts, which, everything else being held constant, would result in a
decline in the net assets of the Company. In addition, if the counterparty to the interest rate
swap contracts defaults, the Company would not be able to use the anticipated receipts under the
swap contracts to offset the interest payments on the Companys leverage. At the time the interest
rate swap contracts reach their scheduled termination, there is a risk that the Company would not
be able to obtain a replacement transaction or that the terms of the replacement transaction would
not be as favorable as on the expiring transaction. In addition, if the Company is required to
terminate any swap contract early, then the Company could be required to make a termination
payment.
As of August 31, 2010, the Company did not have any interest rate swap contracts outstanding.
9. Investment Transactions
For the nine months ended August 31, 2010, the Company purchased and sold securities in the
amounts of $757,677 and $262,591 (excluding short-term investments, options and interest rate
swaps), respectively.
10. Revolving Credit Facility
On June 11, 2010, the Company entered into a new $100,000 unsecured revolving credit facility
(the Credit Facility) with a syndicate of lenders. The Credit Facility has a three-year
commitment terminating on June 11, 2013. The interest rate may vary between LIBOR plus 1.75% to
LIBOR plus 3.00%, depending on the Companys asset coverage ratios. Outstanding loan balances will
accrue interest daily at a rate equal to the one-month LIBOR plus 1.75% based on current asset
coverage ratios. The Company will pay a fee of 0.40% on any unused amounts of the Credit Facility.
For the nine months ended August 31, 2010, the average amount outstanding under the Companys
credit facilities was $27,057 with a weighted average interest rate of 2.70%. As of August 31,
2010, the Company had no outstanding borrowings on the Credit Facility.
28
KAYNE ANDERSON MLP INVESTMENT COMPANY
NOTES TO FINANCIAL STATEMENTS
AUGUST 31, 2010
(amounts in 000s, except option contracts, share and per share amounts)
(UNAUDITED)
11. Senior Unsecured Notes
At August 31, 2010, the Company had $480,000, aggregate principal amount, of senior unsecured
fixed and floating rate notes (the Senior Unsecured Notes) outstanding.
The table below sets forth the key terms of each series of the Senior Unsecured Notes.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Principal |
|
|
|
|
|
|
Principal |
|
|
|
|
|
|
|
|
|
Outstanding, |
|
|
Principal Issued, |
|
|
Outstanding, |
|
|
|
|
|
Series |
|
|
|
November 30, 2009 |
|
|
May 7, 2010 |
|
|
August 31, 2010 |
|
|
Interest Rate |
|
Maturity |
G |
|
|
|
$ |
75,000 |
|
|
|
|
|
|
$ |
75,000 |
|
|
5.645% |
|
6/19/2011 |
I |
|
|
|
|
60,000 |
|
|
|
|
|
|
|
60,000 |
|
|
5.847% |
|
6/19/2012 |
K |
|
|
|
|
125,000 |
|
|
|
|
|
|
|
125,000 |
|
|
5.991% |
|
6/19/2013 |
M |
|
|
|
|
60,000 |
|
|
|
|
|
|
|
60,000 |
|
|
4.560% |
|
11/4/2014 |
N |
|
|
|
|
50,000 |
|
|
|
|
|
|
|
50,000 |
|
|
3-month LIBOR + 185 bps |
|
11/4/2014 |
O |
|
|
|
|
|
|
|
$ |
65,000 |
|
|
|
65,000 |
|
|
4.210% |
|
5/7/2015 |
P |
|
|
|
|
|
|
|
|
45,000 |
|
|
|
45,000 |
|
|
3-month LIBOR + 160 bps |
|
5/7/2015 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
370,000 |
|
|
$ |
110,000 |
|
|
$ |
480,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Holders of the fixed rate Senior Unsecured Notes (Series G, Series I, Series K, Series M and
Series O) are entitled to receive cash interest payments semi-annually (on June 19 and December
19) at the fixed rate. Holders of the floating rate Senior Unsecured Notes (Series N and Series
P) are entitled to receive cash interest payments quarterly (on March 19, June 19, September 19 and
December 19) at the floating rate equal to the 3-month LIBOR plus 1.85% and 3-month LIBOR plus
1.60%, respectively.
During the period, the average principal balance outstanding was $416,970 with a weighted
average interest rate of 3.71%.
The Senior Unsecured Notes were issued in private placement offerings to institutional
investors and are not listed on any exchange or automated quotation system. The Senior Unsecured
Notes contain various covenants related to other indebtedness, liens and limits on the Companys
overall leverage. Under the 1940 Act and the terms of the Senior Unsecured Notes, the Company may
not declare dividends or make other distributions on shares of common stock or purchases of such
shares if, at any time of the declaration, distribution or purchase, asset coverage with respect to
the outstanding Senior Unsecured Notes would be less than 300%. The Senior Unsecured Notes are
redeemable in certain circumstances at the option of the Company. The Senior Unsecured Notes are
also subject to a mandatory redemption to the extent needed to satisfy certain requirements if the
Company fails to meet an asset coverage ratio required by law and is not able to cure the coverage
deficiency by the applicable deadline, or fails to cure a deficiency as stated in the Companys
rating agency guidelines in a timely manner.
The Senior Unsecured Notes are unsecured obligations of the Company and, upon liquidation,
dissolution or winding up of the Company, will rank: (1) senior to all the Companys outstanding
preferred shares; (2) senior to all of the Companys outstanding common shares; (3) on a parity
with any unsecured creditors of the Company and any unsecured senior securities representing
indebtedness of the Company; and (4) junior to any secured creditors of the Company.
At August 31, 2010, the Company was in compliance with all covenants under the Senior
Unsecured Notes agreements.
29
KAYNE ANDERSON MLP INVESTMENT COMPANY
NOTES TO FINANCIAL STATEMENTS
AUGUST 31, 2010
(amounts in 000s, except option contracts, share and per share amounts)
(UNAUDITED)
12. Preferred Stock
At August 31, 2010, the Company had 4,400,000 shares of Series A mandatory redeemable
preferred shares (MRP Shares) outstanding, totaling $110,000. The MRP Shares have a seven-year
term with a redemption date of May 7, 2017 and have a liquidation value of $25.00 per share.
Holders of the MRP Shares are entitled to receive cash dividend payments on the first business
day following each quarterly dividend period (February 28, May 31, August 31 and November 30) at a
fixed rate of 5.57%.
The MRP Shares are redeemable in certain circumstances at the option of the Company and are
also subject to a mandatory redemption if the Company fails to meet an asset coverage ratio of 225%
or fails to maintain its basic maintenance amount as stated in the Companys rating agency
guidelines. At August 31, 2010, the Company was in compliance with the asset coverage and basic
maintenance requirements of its MRP Shares.
The holders of the MRP Shares have one vote per share and will vote together with the holders
of common stock as a single class except on matters affecting only the holders of MRP Shares or the
holders of common stock. The holders of the MRP Shares, voting separately as a single class, have
the right to elect at least two directors of the Company.
13. Common Stock
The Company has 199,990,000 shares of common stock authorized and 67,397,010 shares
outstanding at August 31, 2010. As of that date, KACALP owned 4,000 shares. Transactions in common
shares for the nine months ended August 31, 2010 were as follows:
|
|
|
|
|
Shares outstanding at November 30, 2009 |
|
|
51,579,541 |
|
Shares issued through reinvestment of distributions |
|
|
764,696 |
|
Shares issued in connection with offerings of common stock (1) |
|
|
15,052,773 |
|
|
|
|
|
|
Shares outstanding at August 31, 2010 |
|
|
67,397,010 |
|
|
|
|
|
|
|
|
|
(1) |
|
On January 20, 2010, the Company closed its public offering of 6,291,600 shares of common
stock at a price of $23.61 per share. Total net proceeds from the offering were $142,431 and
were used by the Company to make additional portfolio investments that are consistent with the
Companys investment objective, and for general corporate purposes. |
|
|
|
On June 10 and June 15, 2010, the Company completed two private placements of unregistered
common stock to members of senior management of Magellan Midstream Partners, L.P. (MMP) and
Inergy Holdings, L.P (NRGP), respectively. The Company issued a total of 1,511,173 shares at
an average price of $23.90 per share. Simultaneous with the issuance of the Companys common
stock, the Company purchased $35,000 of NRGP common units and $9,862 of MMP common units owned
by such members of senior management. |
|
|
|
On August 11, 2010, the Company closed its public offering of 7,250,000 shares of common stock
at a price of $26.30 per share. Total net proceeds from the offering were $182,921 and were
used by the Company to make additional portfolio investments that are consistent with the
Companys investment objective, and for general corporate purposes. |
14. Subsequent Events
On September 9, 2010, the Company issued 793,877 shares of common stock at a price of $26.30
per share as a result of option granted to the underwriters in connection with the August public
offering.
30
KAYNE ANDERSON MLP INVESTMENT COMPANY
NOTES TO FINANCIAL STATEMENTS
AUGUST 31, 2010
(amounts in 000s, except option contracts, share and per share amounts)
(UNAUDITED)
On September 21, 2010, the Company declared its quarterly distribution of $0.48 per common
share for the period June 1, 2010 through August 31, 2010 for a total of $32,351. The distribution
was paid on October 15, 2010 to stockholders of record on October 5, 2010. Of this total, pursuant
to the Companys dividend reinvestment plan, $7,021 was reinvested into the Company through the
issuance of 280,514 shares of common stock.
On October 26, 2010 the Company reached a conditional agreement with institutional investors
relating to a private placement of $140,000 of senior unsecured notes
and $50,000 of mandatory redeemable preferred stock, the key terms of
which are set forth below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Security |
|
Amount |
|
|
|
Rate |
|
|
Term |
|
Senior Unsecured Notes |
|
|
|
|
|
|
|
|
|
|
|
|
|
Series Q |
|
$ |
15,000 |
|
|
|
|
3.23 |
% |
|
5 years |
Series R |
|
|
25,000 |
|
|
|
|
3.73 |
% |
|
7 years |
Series S |
|
|
60,000 |
|
|
|
|
4.40 |
% |
|
10 years |
Series T |
|
|
40,000 |
|
|
|
|
4.50 |
% |
|
12 years |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
140,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mandatory Redeemable
Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
Series B |
|
$ |
8,000 |
|
|
|
|
4.53 |
% |
|
7 years |
Series C |
|
|
42,000 |
|
|
|
|
5.20 |
% |
|
10 years |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
50,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net proceeds from such offerings will be used to repay borrowings under the Companys
revolving credit facility, to make new portfolio investments and for general corporate purposes.
Closing of the private placement is scheduled to occur on or about
November 9, 2010 and is subject
to investor due diligence, legal documentation and other standard closing conditions.
31
|
|
|
Directors and Corporate Officers |
|
|
Kevin S. McCarthy
|
|
Chairman of the Board of Directors, |
|
|
President and Chief Executive Officer |
Anne K. Costin
|
|
Director |
Steven C. Good
|
|
Director |
Gerald I. Isenberg
|
|
Director |
William H. Shea Jr.
|
|
Director |
Terry A. Hart
|
|
Chief Financial Officer and Treasurer |
David J. Shladovsky
|
|
Secretary and Chief Compliance Officer |
J.C. Frey
|
|
Executive Vice President, Assistant |
|
|
Secretary and Assistant Treasurer |
James C. Baker
|
|
Executive Vice President |
|
|
|
Investment Adviser
|
|
Administrator |
KA Fund Advisors, LLC.
|
|
Ultimus Fund Solutions, LLC |
717 Texas Avenue, Suite 3100
|
|
350 Jericho Turnpike, Suite 206 |
Houston, TX 77002
|
|
Jericho, NY 11753 |
|
|
|
1800 Avenue of the Stars, Second Floor
|
|
Stock Transfer Agent and Registrar |
Los Angeles, CA 90067
|
|
American Stock Transfer & Trust Company |
|
|
59 Maiden Lane |
|
|
New York, NY 10038 |
|
|
|
Custodian
|
|
Independent Registered Public Accounting Firm |
JPMorgan Chase Bank, N.A.
|
|
PricewaterhouseCoopers LLP |
14201 North Dallas Parkway, Second Floor
|
|
350 South Grand Avenue |
Dallas, TX 75254
|
|
Los Angeles, CA 90071 |
|
|
|
|
|
Legal Counsel |
|
|
Paul, Hastings, Janofsky & Walker LLP |
|
|
55 Second Street, 24th Floor |
|
|
San Francisco, CA 94105 |
Please visit us on the web at http://www.kaynefunds.com or call us toll-free at 1-877-657-3863.
This report, including the financial statements herein, is made available to stockholders of the
Company for their information. It is not a prospectus, circular or representation intended for use
in the purchase or sale of shares of the Company or of any securities mentioned in this report.
32