nv30bv2
CONTENTS
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Page
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1
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6
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10
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11
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12
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13
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14
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17
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING
STATEMENTS: This report contains forward-looking
statements as defined under the U.S. federal
securities laws. Generally, the words believe,
expect, intend, estimate,
anticipate, project, will
and similar expressions identify forward-looking statements,
which generally are not historical in nature. Forward-looking
statements are subject to certain risks and uncertainties that
could cause actual results to materially differ from the
Companys historical experience and its present
expectations or projections indicated in any forward-looking
statements. These risks include, but are not limited to, changes
in economic and political conditions; regulatory and legal
changes; MLP industry risk; leverage risk; valuation risk;
interest rate risk; tax risk; and other risks discussed in the
Companys filings with the SEC. You should not place undue
reliance on forward-looking statements, which speak only as of
the date they are made. The Company undertakes no obligation to
update or revise any forward-looking statements made herein.
There is no assurance that the Companys investment
objectives will be attained.
KAYNE
ANDERSON MLP INVESTMENT COMPANY
MANAGEMENT DISCUSSION
FOR THE THREE MONTHS ENDED FEBRUARY 28, 2010
Company
Overview
Kayne Anderson MLP Investment Company is a 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
(MLPs) and other Midstream Energy Companies. MLPs
and Midstream Energy Companies 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.
As of February 28, 2010, we had total assets of
approximately $2.0 billion, net assets applicable to our
common stock of approximately $1.3 billion ($22.23 per
share), and approximately 58.1 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 February 28, 2010,
we held $1.9 billion in equity investments and
$52 million in fixed income investments. Our top 10 largest
holdings by issuer as of that date were:
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Percent of
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Type of
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Amount
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Total
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Investment (Sector)
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Securities
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($ millions)
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Investments
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1.
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Plains All American Pipeline, L.P. (Midstream MLP)
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Common Units
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$
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159.4
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8.1
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%
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2.
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Enterprise Products Partners L.P. (Midstream MLP)
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Common Units
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144.7
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7.4
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3.
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Magellan Midstream Partners, L.P. (Midstream MLP)
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Common Units
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141.6
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7.2
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4.
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Kinder Morgan Management, LLC (MLP Affiliate)
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Common Units
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134.8
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6.9
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5.
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Inergy, L.P. (Propane MLP)
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Common Units
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122.9
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6.3
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6.
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MarkWest Energy Partners, L.P. (Midstream MLP)
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Common Units and Senior Notes
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103.6
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5.3
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7.
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Copano Energy L.L.C. (Midstream MLP)
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Common Units and Senior Notes
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88.8
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4.5
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8.
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Energy Transfer Partners, L.P. (Midstream MLP)
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Common Units
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85.5
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4.4
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9.
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Energy Transfer Equity, L.P. (General Partner MLP)
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Common Units
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79.9
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4.1
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10.
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Regency Energy Partners LP (Midstream MLP)
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Common Units
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71.9
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3.7
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Financial
Results
During the quarter ended February 28, 2010, our NAV per
share increased from $20.13 to $22.23, and total assets
increased from approximately $1.60 billion to
$1.97 billion. The increase in NAV was driven primarily by
unrealized gains on our investments. The increase in total
assets was driven by unrealized gains on our investments as well
as increased investments from the proceeds of our common stock
offering in January 2010 and additional borrowings under our
revolver. During the quarter, our net distributable income was
$0.48 per common share. We provide a detailed calculation of net
distributable income below under Quarterly Distribution to
Common Stockholders.
Recent
Events
Common Share Offering. On
January 20, 2010, we completed a public offering of
6.3 million shares of common stock at a price of $23.61 per
share (the offering price represented a 10% premium to our net
asset value at such time). Net proceeds from the offering of
$142 million were used to make additional portfolio
investments. These new investments were predominately equity
securities of Midstream MLPs. Since the time of the offering,
our stock price is up $3.83 per share, or 16.2% (as of
April 26, 2010).
Senior Unsecured Notes and Preferred Stock
Offering. On April 20, 2010, we
announced that we reached a conditional agreement with
institutional investors relating to a private placement of
$110 million of senior unsecured notes and
$110 million of mandatory redeemable preferred stock. Net
proceeds from such offerings will be used to repay borrowings
under our revolving credit facility, to redeem our Series D
Auction Rate Preferred
1
KAYNE
ANDERSON MLP INVESTMENT COMPANY
MANAGEMENT DISCUSSION
FOR THE THREE MONTHS ENDED FEBRUARY 28, 2010
Stock (the ARP Shares), to make new portfolio
investments and for general corporate purposes. Closing of the
private placements is schedule to occur on or about May 7,
2010. Redemption of the ARP Shares is expected to occur in late
May and is conditioned on closing of the offering of mandatory
redeemable preferred stock.
MLP
Market Overview
Sector Performance. MLPs continued to
perform very well in our first fiscal quarter, with total
returns (share price appreciation plus distributions) of 10.3%
during the quarter compared to a return of slightly less than 1%
for the S&P 500. This out-performance has continued since
quarter end as investors continue to look for stable,
yield-based investments. With the strong performance year to
date, the Alerian MLP index is now trading at levels last seen
before the financial crisis in September 2008.
Distribution Trends. We continue to see
signs that distribution growth is returning to the MLP market.
Our research analysts currently project that distribution growth
will be in the 4% to 5% range for midstream MLPs during 2010,
and we believe the number of MLPs that increase their
distributions will increase steadily during the year. Now that
the financial markets have stabilized, we believe that
distribution growth is once again a top priority of MLP
management teams.
Quarterly
Distribution to Common Stockholders
We pay quarterly distributions to our common stockholders,
funded in part by net distributable income (NDI)
generated from our portfolio investments. NDI is the amount of
income received by us from our portfolio investments less
operating expenses, subject to certain adjustments as described
below. NDI is a non-GAAP financial measure. 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 advisor, (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 THREE MONTHS ENDED FEBRUARY 28, 2010
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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February 28, 2010
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Distributions and Other Income from Investments
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Dividends and Distributions
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$
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31.1
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Paid-In-Kind
Dividends
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3.0
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Interest Income
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0.8
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Net Premiums Received from Call Options Written
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0.6
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Total Distributions and Other Income from Investments
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35.5
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Expenses
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Investment Management Fee
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(6.0
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Other Expenses
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(0.7
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Total Management Fee and Other Expenses
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(6.7
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Interest Expense and Payments on Interest Rate Swap Contracts
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(5.2
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Preferred Stock Distributions
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(0.1
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Income Tax (Expense)/Benefit
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2.7
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Net Distributable Income (NDI)
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$
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26.2
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Weighted Shares Outstanding
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54.4
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NDI per Weighted Share Outstanding
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$
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0.48
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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
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Realized and unrealized gains generated by the portfolio
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The $0.48 per share distribution that was declared with respect
to the first quarter 2010 is consistent with the level of NDI
generated during the quarter and the amounts expected to be
generated over the next twelve months. NDI during the second
quarter 2010 will depend on the timing of the new investments
made with the net proceeds of the private placement of senior
unsecured notes and preferred stock, as described above under
Recent Events.
Dividends
and Distributions from Investments
Total dividends and distributions for the first quarter 2010
were $31.1 million representing a 7.2% increase from the
fourth quarter 2009. The increase was primarily the result of
additional investments made with the proceeds from the January
2010 equity offering and associated borrowings on our revolving
credit facility. Due to the timing of the equity offering, we
were unable to invest all of the proceeds prior to the
ex-dividend dates for distributions paid in the first quarter
2010. All the proceeds have since been invested, and we
anticipate realizing the full amount of the dividends and
distributions for our investments in the second quarter.
3
KAYNE
ANDERSON MLP INVESTMENT COMPANY
MANAGEMENT DISCUSSION
FOR THE THREE MONTHS ENDED FEBRUARY 28, 2010
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 first quarter 2010, management fees
were $6.0 million compared to $5.0 million for the
fourth quarter 2009. Increased management fees were driven by
increases in our total assets due to (a) higher valuations on
our portfolio investments and (b) additional investments made
with the proceeds from our recent equity offering and associated
borrowings on our revolving credit facility.
Interest expense for the first quarter 2010 was
$5.3 million compared to $5.8 million for the fourth
quarter 2009. Interest expense was lower than the previous
quarter, primarily because the fourth quarter included
$0.7 million of premiums paid to note holders associated
with the refinancing of certain senior unsecured notes prior to
their maturity dates and included a $0.2 million write-off
of debt issue costs associated with the senior unsecured notes
that were redeemed.
Other expenses of $0.7 million for the first quarter 2010
were slightly more than $0.6 for the fourth quarter 2009, but
in-line with expectations.
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 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 for a fee 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 of fees we received 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.
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The treatment of expenses included in NDI also differs from what
is reported in the Statement of Operations:
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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
related to our debt financings is included in interest expense
for GAAP purposes, but is excluded from our calculation of NDI.
Further, write-offs of capitalized debt issue costs are excluded
from our calculation of NDI, but are included in interest
expense for GAAP purposes.
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4
KAYNE
ANDERSON MLP INVESTMENT COMPANY
MANAGEMENT DISCUSSION
FOR THE THREE MONTHS ENDED FEBRUARY 28, 2010
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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.
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Liquidity
and Capital Resources
Total leverage outstanding at February 28, 2010 of
$485 million is comprised of $370 million in senior
unsecured notes, $40 million outstanding under our credit
facility, and $75 million in ARP Shares. Total leverage
represented 25% of total assets at February 28, 2010, as
compared to 28% as of November 30, 2009 and 36% as of
February 28, 2009.
At February 28, 2010 our asset coverage ratios under the
1940 Act were 433% and 366% for debt and total leverage (debt
plus preferred stock), respectively. We target an asset coverage
ratio with respect to our debt of at least 370%.
We have an $80 million revolving credit facility that is
scheduled to mature on June 26, 2010. We have begun
discussions with our current lenders and do not anticipate any
significant issues with respect to the renewal of this facility
at no less favorable terms than our existing facility.
At February 28, 2010, we had $370 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); and
$110 million matures in 2014 (Series M and
Series N).
Our leverage consists of both fixed rate and floating rate
obligations. To partially hedge against our floating rate
exposure, we entered into a $125 million interest rate swap
contract at a fixed rate of 0.99% and a termination date in
November 2011. At February 28, 2010, excluding the impact
of the swaps, the weighted average interest rate on our leverage
was 4.19%. At February 28, 2010, factoring in the impact of
the interest rate swap, the weighted average interest rate on
our leverage was 4.44%.
We anticipate using the net proceeds from our private placement
of $110 million of senior notes and $110 million of
mandatory redeemable preferred stock (described above in
Recent Events), to repay borrowings under our
revolving credit facility, to redeem our ARP Shares, and to make
new portfolio investments. In conjunction with this transaction
we terminated our $125 million interest rate swap contract
because our floating interest rate exposure will be greatly
reduced since the majority of the new leverage will have fixed
interest/dividend rates.
5
KAYNE
ANDERSON MLP INVESTMENT COMPANY
SCHEDULE OF INVESTMENTS
FEBRUARY 28, 2010
(amounts in 000s, except number of option contracts)
(UNAUDITED)
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No. of
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Description
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Shares/Units
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Value
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Long-Term Investments 151.9%
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Equity Investments(a) 147.9%
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Midstream MLP(b) 105.1%
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Boardwalk Pipeline Partners, LP
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350
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$
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10,464
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Buckeye Partners, L.P.
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830
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48,799
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Copano Energy, L.L.C.
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3,634
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86,491
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Crosstex Energy, L.P.(c)
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2,868
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27,188
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DCP Midstream Partners, LP
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861
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26,546
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Duncan Energy Partners L.P.
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592
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15,087
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El Paso Pipeline Partners, L.P.
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1,064
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27,540
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Enbridge Energy Partners, L.P.
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1,307
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66,945
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Energy Transfer Partners, L.P.(d)
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1,846
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85,450
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Enterprise Products Partners L.P.
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4,416
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144,678
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Exterran Partners, L.P.
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1,092
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23,960
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Global Partners LP
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1,302
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32,346
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Holly Energy Partners, L.P.
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562
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23,951
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Magellan Midstream Partners, L.P.
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3,130
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141,580
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MarkWest Energy Partners, L.P.
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3,502
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103,581
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Martin Midstream Partners L.P.
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318
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10,051
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ONEOK Partners, L.P.(d)
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951
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57,657
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Plains All American Pipeline, L.P.(e)
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2,876
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159,380
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Quicksilver Gas Services LP
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612
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12,352
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Regency Energy Partners LP(d)
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3,383
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71,860
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Spectra Energy Partners, LP
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381
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11,415
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Sunoco Logistics Partners L.P.
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114
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7,716
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Targa Resources Partners LP
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952
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23,797
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TC PipeLines, LP
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772
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28,469
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TransMontaigne Partners L.P.
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502
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13,850
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Western Gas Partners, LP
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932
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19,921
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Williams Partners L.P.
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1,430
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55,555
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Williams Pipeline Partners L.P.
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722
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21,065
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1,357,694
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MLP Affiliates(b) 13.5%
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Enbridge Energy Management, L.L.C.(f)
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782
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39,090
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Kinder Morgan Management, LLC(d)(f)
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2,351
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134,825
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173,915
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General Partner MLP 12.6%
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Alliance Holdings GP L.P.
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874
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25,096
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Buckeye GP Holdings L.P.
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57
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1,857
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Energy Transfer Equity, L.P.
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2,473
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79,919
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Enterprise GP Holdings L.P.
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1,347
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55,299
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Inergy Holdings, L.P.
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8
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555
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162,726
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Propane MLP 9.5%
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Inergy, L.P.(d)
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3,404
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122,938
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See accompanying notes to financial statements.
6
KAYNE
ANDERSON MLP INVESTMENT COMPANY
SCHEDULE OF INVESTMENTS
FEBRUARY 28, 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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Shipping MLP 6.3%
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Capital Product Partners L.P.
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895
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$
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7,766
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K-Sea Transportation Partners L.P.
|
|
|
78
|
|
|
|
737
|
|
Navios Maritime Partners L.P.
|
|
|
1,247
|
|
|
|
19,617
|
|
Teekay LNG Partners L.P.
|
|
|
1,132
|
|
|
|
30,886
|
|
Teekay Offshore Partners L.P.
|
|
|
876
|
|
|
|
16,456
|
|
Teekay Tankers Ltd.
|
|
|
524
|
|
|
|
5,354
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
80,816
|
|
|
|
|
|
|
|
|
|
|
Upstream MLP 0.5%
|
|
|
|
|
|
|
|
|
Legacy Reserves LP
|
|
|
313
|
|
|
|
6,632
|
|
|
|
|
|
|
|
|
|
|
Coal MLP 0.4%
|
|
|
|
|
|
|
|
|
Alliance Resource Partners, L.P.
|
|
|
83
|
|
|
|
3,466
|
|
Penn Virginia Resource Partners, L.P.
|
|
|
98
|
|
|
|
2,266
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,732
|
|
|
|
|
|
|
|
|
|
|
Total Equity Investments (Cost $1,346,541)
|
|
|
1,910,453
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
|
|
Maturity
|
|
|
Principal
|
|
|
|
|
|
|
Rate
|
|
Date
|
|
|
Amount
|
|
|
|
|
|
Energy Debt Investments 4.0%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Midstream MLP(b) 2.1%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Copano Energy, L.L.C.
|
|
7.750%
|
|
|
6/1/18
|
|
|
$
|
1,800
|
|
|
|
1,759
|
|
Copano Energy, L.L.C.
|
|
8.125
|
|
|
3/1/16
|
|
|
|
500
|
|
|
|
504
|
|
Crosstex Energy, L.P.
|
|
8.875
|
|
|
2/15/18
|
|
|
|
20,000
|
|
|
|
20,300
|
|
Niska Gas Storage U.S., LLC
|
|
8.875
|
|
|
3/15/18
|
|
|
|
5,000
|
|
|
|
5,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
27,563
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Upstream MLP(b) 1.5%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Atlas Energy Resources, LLC
|
|
12.125
|
|
|
8/1/17
|
|
|
|
9,000
|
|
|
|
10,125
|
|
Atlas Energy Resources, LLC
|
|
10.750
|
|
|
2/1/18
|
|
|
|
9,000
|
|
|
|
9,743
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
19,868
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Coal MLP 0.4%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Clearwater Natural Resources, LP(c)(g)(h)
|
|
(i)
|
|
|
12/3/09
|
|
|
|
13,601
|
|
|
|
4,420
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Energy Debt Investments (Cost $57,421)
|
|
|
51,851
|
|
|
|
|
|
|
Total Long-Term Investments (Cost $1,403,962)
|
|
|
1,962,304
|
|
|
|
|
|
|
Short-Term Investment 0.2%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Repurchase Agreement 0.2%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
J.P. Morgan Securities Inc. (Agreement dated 2/26/10 to be
repurchased at $2,087), collateralized by $2,152 in U.S.
Treasury note (Cost $2,087)
|
|
0.020
|
|
|
3/1/10
|
|
|
|
|
|
|
|
2,087
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Investments 152.1% (Cost
$1,406,049)
|
|
|
1,964,391
|
|
|
|
|
|
|
See accompanying notes to financial statements.
7
KAYNE
ANDERSON MLP INVESTMENT COMPANY
SCHEDULE OF INVESTMENTS
FEBRUARY 28, 2010
(amounts in 000s, except number of option contracts)
(UNAUDITED)
|
|
|
|
|
|
|
|
|
|
|
No. of
|
|
|
|
|
Description
|
|
Contracts
|
|
|
Value
|
|
Liabilities
|
|
|
|
|
|
|
|
|
Call Option Contracts Written(c)
|
|
|
|
|
|
|
|
|
Midstream MLP
|
|
|
|
|
|
|
|
|
Energy Transfer Partners, L.P., call option expiring 3/19/10 @
$45.00
|
|
|
906
|
|
|
$
|
(136
|
)
|
ONEOK Partners, L.P., call option expiring 3/19/10 @ $60.00
|
|
|
1,000
|
|
|
|
(115
|
)
|
Regency Energy Partners LP, call option expiring 3/19/10 @ $20.00
|
|
|
250
|
|
|
|
(34
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(285
|
)
|
|
|
|
|
|
|
|
|
|
Propane MLP
|
|
|
|
|
|
|
|
|
Inergy, L.P., call option expiring 3/19/10 @ $35.00
|
|
|
1,000
|
|
|
|
(145
|
)
|
|
|
|
|
|
|
|
|
|
Total
Call Option Contracts Written (Premiums Received
$391)
|
|
|
(430
|
)
|
Senior Unsecured Notes
|
|
|
(370,000
|
)
|
Unrealized Depreciation on Interest Rate Swap Contracts
|
|
|
(416
|
)
|
Revolving Credit Line
|
|
|
(40,000
|
)
|
Deferred Tax Liability
|
|
|
(174,308
|
)
|
Other Liabilities
|
|
|
(17,708
|
)
|
|
|
|
|
|
Total
Liabilities
|
|
|
(602,862
|
)
|
|
|
|
|
|
Other Assets
|
|
|
5,331
|
|
|
|
|
|
|
Total
Liabilities in Excess of Other Assets
|
|
|
(597,531
|
)
|
Preferred Stock at Redemption Value
|
|
|
(75,000
|
)
|
|
|
|
|
|
Net Assets Applicable to Common Stockholders
|
|
$
|
1,291,860
|
|
|
|
|
|
|
|
|
|
(a) |
|
Unless otherwise noted, equity investments are common
units/common shares. |
|
(b) |
|
Includes Limited Liability Companies. |
|
(c) |
|
Security is non-income producing. |
|
(d) |
|
Security or a portion thereof is segregated as collateral on
option contracts written or interest rate swap contract. |
|
(e) |
|
The Company believes that it is an affiliate of Plains All
American, L.P. See Note 5 Agreements and
Affiliations. |
|
(f) |
|
Distributions are paid in-kind. |
|
(g) |
|
Fair valued securities, restricted from public sale. See
Notes 2, 3 and 7. |
|
(h) |
|
Clearwater Natural Resources, LP is a privately-held MLP that
the Company believes is a controlled affiliate. On
January 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 |
See accompanying notes to financial statements.
8
KAYNE
ANDERSON MLP INVESTMENT COMPANY
SCHEDULE OF INVESTMENTS
FEBRUARY 28, 2010
(amounts in 000s, except number of option contracts)
(UNAUDITED)
|
|
|
|
|
Company will not receive any consideration for its equity
investment in Clearwater or CNR GP Holdco, LLC. In addition to
the unsecured term loan, the Company owns 3,889 common units, 34
warrants and 41 unregistered, deferred participation units of
Clearwater. The Company assigned no value to these equity
investments as of February 28, 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
February 28, 2010, and believes it is a controlled
affiliate. See Notes 3, 5 and 7. |
|
(i) |
|
Floating rate unsecured working capital term loan. Interest is
paid-in-kind
at a rate of the higher of (i) one year LIBOR or
(ii) 4.75%, plus 900 basis points (13.75% as of
February 28, 2010). As described in Note 2(I), the
Company is not accruing interest on this investment. |
See accompanying notes to financial statements.
9
KAYNE
ANDERSON MLP INVESTMENT COMPANY
STATEMENT OF ASSETS AND LIABILITIES
FEBRUARY 28, 2010
(amounts in 000s, except share and per share amounts)
(UNAUDITED)
|
|
|
|
|
ASSETS
|
Investments at fair value:
|
|
|
|
|
Non-affiliated (Cost $1,237,473)
|
|
$
|
1,798,504
|
|
Affiliated (Cost $78,857)
|
|
|
159,380
|
|
Controlled (Cost $87,632)
|
|
|
4,420
|
|
Repurchase agreement (Cost $2,087)
|
|
|
2,087
|
|
|
|
|
|
|
Total investments (Cost $1,406,049)
|
|
|
1,964,391
|
|
Deposits with brokers
|
|
|
316
|
|
Receivable for securities sold
|
|
|
2,099
|
|
Interest, dividends and distributions receivable
|
|
|
330
|
|
Deferred debt issuance costs and other assets, net
|
|
|
2,586
|
|
|
|
|
|
|
Total Assets
|
|
|
1,969,722
|
|
|
|
|
|
|
|
LIABILITIES
|
Payable for securities purchased
|
|
|
6,824
|
|
Revolving credit line
|
|
|
40,000
|
|
Investment management fee payable
|
|
|
5,988
|
|
Accrued directors fees and expenses
|
|
|
43
|
|
Call option contracts written (Premiums received
$391)
|
|
|
430
|
|
Accrued expenses and other liabilities
|
|
|
4,853
|
|
Unrealized depreciation on interest rate swap contracts
|
|
|
416
|
|
Deferred tax liability
|
|
|
174,308
|
|
Senior Unsecured Notes
|
|
|
370,000
|
|
|
|
|
|
|
Total Liabilities
|
|
|
602,862
|
|
|
|
|
|
|
PREFERRED STOCK
|
|
|
|
|
$25,000 liquidation value per share applicable to 3,000
outstanding shares (10,000 shares authorized)
|
|
|
75,000
|
|
|
|
|
|
|
NET ASSETS APPLICABLE TO COMMON STOCKHOLDERS
|
|
$
|
1,291,860
|
|
|
|
|
|
|
NET ASSETS APPLICABLE TO COMMON STOCKHOLDERS CONSIST OF
|
|
|
|
|
Common stock, $0.001 par value (58,118,644 shares
issued and outstanding, 199,990,000 shares authorized)
|
|
$
|
58
|
|
Paid-in capital
|
|
|
1,010,683
|
|
Accumulated net investment loss, net of income taxes, less
dividends
|
|
|
(126,824
|
)
|
Accumulated realized gains on investments and interest rate swap
contracts, net of income taxes
|
|
|
58,438
|
|
Net unrealized gains on investments and interest rate swap
contracts, net of income taxes
|
|
|
349,505
|
|
|
|
|
|
|
NET ASSETS APPLICABLE TO COMMON STOCKHOLDERS
|
|
$
|
1,291,860
|
|
|
|
|
|
|
NET ASSET VALUE PER COMMON SHARE
|
|
$
|
22.23
|
|
|
|
|
|
|
See accompanying notes to financial statements.
10
KAYNE
ANDERSON MLP INVESTMENT COMPANY
STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED FEBRUARY 28, 2010
(amounts in 000s)
(UNAUDITED)
|
|
|
|
|
INVESTMENT INCOME
|
|
|
|
|
Income
|
|
|
|
|
Dividends and distributions:
|
|
|
|
|
Non-affiliated investments
|
|
$
|
28,410
|
|
Affiliated investments
|
|
|
2,668
|
|
|
|
|
|
|
Total dividends and distributions
|
|
|
31,078
|
|
Return of capital
|
|
|
(27,311
|
)
|
|
|
|
|
|
Net dividends and distributions
|
|
|
3,767
|
|
Interest
|
|
|
779
|
|
|
|
|
|
|
Total Investment Income
|
|
|
4,546
|
|
|
|
|
|
|
Expenses
|
|
|
|
|
Investment management fees
|
|
|
5,988
|
|
Administration fees
|
|
|
201
|
|
Professional fees
|
|
|
144
|
|
Custodian fees
|
|
|
56
|
|
Reports to stockholders
|
|
|
43
|
|
Directors fees
|
|
|
54
|
|
Insurance
|
|
|
45
|
|
Other expenses
|
|
|
188
|
|
|
|
|
|
|
Total Expenses Before Interest Expense and Taxes
|
|
|
6,719
|
|
Interest expense
|
|
|
5,306
|
|
|
|
|
|
|
Total Expenses Before Taxes
|
|
|
12,025
|
|
|
|
|
|
|
Net Investment Loss Before Taxes
|
|
|
(7,479
|
)
|
Deferred tax benefit
|
|
|
2,767
|
|
|
|
|
|
|
Net Investment Loss
|
|
|
(4,712
|
)
|
|
|
|
|
|
REALIZED AND UNREALIZED GAINS/(LOSSES)
|
|
|
|
|
Net Realized Gains/(Losses)
|
|
|
|
|
Investments
|
|
|
11,868
|
|
Options
|
|
|
(16
|
)
|
Payments on interest rate swap contracts
|
|
|
(240
|
)
|
Deferred tax expense
|
|
|
(4,296
|
)
|
|
|
|
|
|
Net Realized Gains
|
|
|
7,316
|
|
|
|
|
|
|
Net Change in Unrealized Gains/(Losses)
|
|
|
|
|
Investments
|
|
|
202,227
|
|
Options
|
|
|
843
|
|
Interest rate swap contracts
|
|
|
(211
|
)
|
Deferred tax expense
|
|
|
(75,058
|
)
|
|
|
|
|
|
Net Change in Unrealized Gains
|
|
|
127,801
|
|
|
|
|
|
|
Net Realized and Unrealized Gains
|
|
|
135,117
|
|
|
|
|
|
|
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS
|
|
|
130,405
|
|
DISTRIBUTION TO PREFERRED STOCKHOLDERS
|
|
|
(79
|
)
|
|
|
|
|
|
NET INCREASE IN NET ASSETS APPLICABLE TO COMMON STOCKHOLDERS
RESULTING FROM OPERATIONS
|
|
$
|
130,326
|
|
|
|
|
|
|
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 Three
|
|
|
|
|
|
|
Months Ended
|
|
|
For the Fiscal
|
|
|
|
February 28, 2010
|
|
|
Year Ended
|
|
|
|
(Unaudited)
|
|
|
November 30, 2009
|
|
|
OPERATIONS
|
|
|
|
|
|
|
|
|
Net investment loss, net of tax
|
|
$
|
(4,712
|
)
|
|
$
|
(15,388
|
)
|
Net realized gains/(losses), net of tax
|
|
|
7,316
|
|
|
|
(18,431
|
)
|
Net change in unrealized gains, net of tax
|
|
|
127,801
|
|
|
|
369,027
|
|
|
|
|
|
|
|
|
|
|
Net Increase in Net Assets Resulting from Operations
|
|
|
130,405
|
|
|
|
335,208
|
|
|
|
|
|
|
|
|
|
|
DIVIDENDS/DISTRIBUTIONS TO PREFERRED STOCKHOLDERS
|
|
|
|
|
Dividends
|
|
|
(79
|
)(1)
|
|
|
|
|
Distributions return of capital
|
|
|
|
|
|
|
(539
|
)(2)
|
|
|
|
|
|
|
|
|
|
Dividends/Distributions to Preferred Stockholders
|
|
|
(79
|
)
|
|
|
(539
|
)
|
|
|
|
|
|
|
|
|
|
DIVIDENDS/DISTRIBUTIONS TO COMMON STOCKHOLDERS
|
|
|
|
|
|
|
|
|
Dividends
|
|
|
(2,525
|
)(1)
|
|
|
|
|
Distributions return of capital
|
|
|
(22,233
|
)(1)
|
|
|
(89,586
|
)(2)
|
|
|
|
|
|
|
|
|
|
Dividends/Distributions to Common Stockholders
|
|
|
(24,758
|
)
|
|
|
(89,586
|
)
|
|
|
|
|
|
|
|
|
|
CAPITAL STOCK TRANSACTIONS
|
|
|
|
|
|
|
|
|
Proceeds from common stock public offerings of
6,291,600 shares of common stock
|
|
|
148,545
|
|
|
|
126,030
|
|
Underwriting discounts and offering expenses associated with the
issuance of common stock
|
|
|
(6,114
|
)
|
|
|
(5,524
|
)
|
Issuance of 247,503 and 1,179,655 shares of common stock
from reinvestment of distributions, respectively
|
|
|
5,584
|
|
|
|
21,532
|
|
|
|
|
|
|
|
|
|
|
Net Increase in Net Assets Applicable to Common Stockholders
from Capital Stock Transactions
|
|
|
148,015
|
|
|
|
142,038
|
|
|
|
|
|
|
|
|
|
|
Total Increase in Net Assets Applicable to Common
Stockholders
|
|
|
253,583
|
|
|
|
387,121
|
|
|
|
|
|
|
|
|
|
|
NET ASSETS ATTRIBUTABLE TO COMMON STOCKHOLDERS
|
|
|
|
|
|
|
|
|
Beginning of period
|
|
|
1,038,277
|
|
|
|
651,156
|
|
|
|
|
|
|
|
|
|
|
End of period
|
|
$
|
1,291,860
|
|
|
$
|
1,038,277
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
This is an estimate of the characterization of the distributions
paid to preferred stockholders and common stockholders for the
three months ended February 28, 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 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, it
may differ from the preliminary estimates. |
|
(2) |
|
All distributions paid to 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 THREE MONTHS ENDED FEBRUARY 28, 2010
(amounts in 000s)
(UNAUDITED)
|
|
|
|
|
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
Net increase in net assets resulting from operations
|
|
$
|
130,405
|
|
Adjustments to reconcile net increase in net assets resulting
from operations to net cash used in operating activities:
|
|
|
|
|
Net deferred tax expense
|
|
|
76,587
|
|
Return of capital distributions
|
|
|
27,311
|
|
Net realized gains
|
|
|
(11,612
|
)
|
Unrealized gains on investments, interest rate swap contracts
and options written
|
|
|
(202,860
|
)
|
Accretion of bond discount, net
|
|
|
(43
|
)
|
Purchase of investments
|
|
|
(243,791
|
)
|
Proceeds from sale of investments
|
|
|
57,957
|
|
Proceeds from sale of short-term investments, net
|
|
|
4,253
|
|
Sale of option contracts, net
|
|
|
(103
|
)
|
Decrease in deposits with brokers
|
|
|
237
|
|
Increase in receivable for securities sold
|
|
|
(1,329
|
)
|
Decrease in interest, dividends and distributions receivable
|
|
|
564
|
|
Decrease in income tax receivable
|
|
|
60
|
|
Amortization of deferred debt issuance costs
|
|
|
289
|
|
Decrease in other assets, net
|
|
|
13
|
|
Increase in payable for securities purchased
|
|
|
1,296
|
|
Increase in investment management fee payable
|
|
|
1,008
|
|
Decrease in accrued directors fees and expenses
|
|
|
(1
|
)
|
Decrease in accrued expenses and other liabilities
|
|
|
(3,419
|
)
|
|
|
|
|
|
Net Cash Used in Operating Activities
|
|
|
(163,178
|
)
|
|
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
Issuance of shares of common stock, net of offering costs
|
|
|
142,431
|
|
Proceeds from revolving credit line
|
|
|
40,000
|
|
Cash distributions paid to preferred stockholders
|
|
|
(79
|
)
|
Cash distributions paid to common stockholders
|
|
|
(19,174
|
)
|
|
|
|
|
|
Net Cash Provided by Financing Activities
|
|
|
163,178
|
|
|
|
|
|
|
NET CHANGE IN CASH
|
|
|
|
|
CASH BEGINNING OF PERIOD
|
|
|
|
|
|
|
|
|
|
CASH END OF PERIOD
|
|
$
|
|
|
|
|
|
|
|
Supplemental disclosure of cash flow information:
Non-cash financing activities not included herein consist of
reinvestment of distributions of $5,584 pursuant to the
Companys dividend reinvestment plan.
During the three months ended February 28, 2010, the
Company received federal and state income tax refunds of $60 and
interest paid was $8,406.
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 Three
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 28,
|
|
|
|
Months Ended
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004(1)
|
|
|
|
February 28,
|
|
|
For the Fiscal Year Ended
|
|
|
through
|
|
|
|
2010
|
|
|
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)
|
|
|
(0.10
|
)
|
|
|
(0.33
|
)
|
|
|
(0.73
|
)
|
|
|
(0.73
|
)
|
|
|
(0.62
|
)
|
|
|
(0.17
|
)
|
|
|
0.02
|
|
Net realized and unrealized gain/(loss) on investments,
securities sold short, options and interest rate swap contracts
|
|
|
2.57
|
|
|
|
7.50
|
|
|
|
(12.56
|
)
|
|
|
3.58
|
|
|
|
6.39
|
|
|
|
2.80
|
|
|
|
0.19
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total income from investment operations
|
|
|
2.47
|
|
|
|
7.17
|
|
|
|
(13.29
|
)
|
|
|
2.85
|
|
|
|
5.77
|
|
|
|
2.63
|
|
|
|
0.21
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred Stockholder
Dividends(4)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(0.10
|
)
|
|
|
|
|
|
|
(0.05
|
)
|
|
|
|
|
Preferred Stockholder Distributions return of
capital(4)
|
|
|
(0.00
|
)
|
|
|
(0.01
|
)
|
|
|
(0.10
|
)
|
|
|
|
|
|
|
(0.10
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total dividends and distributions Preferred
Stockholders
|
|
|
(0.00
|
)
|
|
|
(0.01
|
)
|
|
|
(0.10
|
)
|
|
|
(0.10
|
)
|
|
|
(0.10
|
)
|
|
|
(0.05
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stockholder
Dividends(4)
|
|
|
(0.05
|
)
|
|
|
|
|
|
|
|
|
|
|
(0.09
|
)
|
|
|
|
|
|
|
(0.13
|
)
|
|
|
|
|
Common Stockholder Distributions return of
capital(4)
|
|
|
(0.43
|
)
|
|
|
(1.94
|
)
|
|
|
(1.99
|
)
|
|
|
(1.84
|
)
|
|
|
(1.75
|
)
|
|
|
(1.37
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total dividends and distributions Common Stockholders
|
|
|
(0.48
|
)
|
|
|
(1.94
|
)
|
|
|
(1.99
|
)
|
|
|
(1.93
|
)
|
|
|
(1.75
|
)
|
|
|
(1.50
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Underwriting discounts and offering costs on the issuance of
preferred stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(0.03
|
)
|
|
|
|
|
Anti-dilutive effect due to issuance of common stock, net of
underwriting discounts and offering costs
|
|
|
0.11
|
|
|
|
0.12
|
|
|
|
|
|
|
|
0.26
|
|
|
|
|
|
|
|
0.11
|
|
|
|
|
|
Anti-dilutive effect due to shares issued in reinvestment of
dividends
|
|
|
|
|
|
|
0.05
|
|
|
|
0.04
|
|
|
|
0.01
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total capital stock transactions
|
|
|
0.11
|
|
|
|
0.17
|
|
|
|
0.04
|
|
|
|
0.27
|
|
|
|
|
|
|
|
0.08
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net asset value, end of period
|
|
$
|
22.23
|
|
|
$
|
20.13
|
|
|
$
|
14.74
|
|
|
$
|
30.08
|
|
|
$
|
28.99
|
|
|
$
|
25.07
|
|
|
$
|
23.91
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Market value per share of common stock, end of period
|
|
$
|
24.86
|
|
|
$
|
24.43
|
|
|
$
|
13.37
|
|
|
$
|
28.27
|
|
|
$
|
31.39
|
|
|
$
|
24.33
|
|
|
$
|
24.90
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total investment return based on common stock market
value(5)
|
|
|
3.9
|
%(6)
|
|
|
103.0
|
%
|
|
|
(48.8
|
)%
|
|
|
(4.4
|
)%
|
|
|
37.9
|
%
|
|
|
3.7
|
%
|
|
|
(0.4
|
)%(6)
|
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 Three
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 28,
|
|
|
|
Months Ended
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004(1)
|
|
|
|
February 28,
|
|
|
For the Fiscal Year Ended
|
|
|
through
|
|
|
|
2010
|
|
|
November 30,
|
|
|
November 30,
|
|
|
|
(Unaudited)
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|
2004
|
|
|
Supplemental Data and
Ratios(7)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net assets applicable to common stockholders, end of period
|
|
$
|
1,291,860
|
|
|
$
|
1,038,277
|
|
|
$
|
651,156
|
|
|
$
|
1,300,030
|
|
|
$
|
1,103,392
|
|
|
$
|
932,090
|
|
|
$
|
792,836
|
|
Ratio of Expenses to Average Net
Assets(8)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Management fees
|
|
|
2.1
|
%
|
|
|
2.1
|
%
|
|
|
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 auction agent fees
|
|
|
1.9
|
|
|
|
2.5
|
|
|
|
3.4
|
|
|
|
2.3
|
|
|
|
1.7
|
|
|
|
0.8
|
|
|
|
0.0
|
|
Income tax expense/(benefit)
|
|
|
27.5
|
|
|
|
25.4
|
|
|
|
(29.7
|
)
|
|
|
3.5
|
|
|
|
13.8
|
|
|
|
6.4
|
|
|
|
3.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total expenses
|
|
|
31.8
|
%
|
|
|
30.4
|
%
|
|
|
(23.8
|
)%
|
|
|
8.3
|
%
|
|
|
18.9
|
%
|
|
|
8.7
|
%
|
|
|
4.7
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratio of net investment income/(loss) to average net assets
|
|
|
(1.7
|
)%
|
|
|
(2.0
|
)%
|
|
|
(2.8
|
)%
|
|
|
(2.3
|
)%
|
|
|
(2.4
|
)%
|
|
|
(0.7
|
)%
|
|
|
0.5
|
%
|
Net increase/(decrease) in net assets to common stockholders
resulting from operations to average net assets
|
|
|
0.1
|
%(6)
|
|
|
43.2
|
%
|
|
|
(51.2
|
)%
|
|
|
7.3
|
%
|
|
|
21.7
|
%
|
|
|
10.0
|
%
|
|
|
0.9
|
%(6)
|
Portfolio turnover rate
|
|
|
3.3
|
%(6)
|
|
|
28.9
|
%
|
|
|
6.7
|
%
|
|
|
10.6
|
%
|
|
|
10.0
|
%
|
|
|
25.6
|
%
|
|
|
11.8
|
%(6)
|
Average net assets
|
|
$
|
1,130,015
|
|
|
$
|
774,999
|
|
|
$
|
1,143,192
|
|
|
$
|
1,302,425
|
|
|
$
|
986,908
|
|
|
$
|
870,672
|
|
|
$
|
729,280
|
|
Senior Notes outstanding, end of period
|
|
|
370,000
|
|
|
|
370,000
|
|
|
|
304,000
|
|
|
|
505,000
|
|
|
|
320,000
|
|
|
|
260,000
|
|
|
|
|
|
Revolving credit facility outstanding, end of period
|
|
|
40,000
|
|
|
|
|
|
|
|
|
|
|
|
97,000
|
|
|
|
17,000
|
|
|
|
|
|
|
|
|
|
Auction Rate Preferred Stock, end of period
|
|
|
75,000
|
|
|
|
75,000
|
|
|
|
75,000
|
|
|
|
75,000
|
|
|
|
75,000
|
|
|
|
75,000
|
|
|
|
|
|
Average shares of common stock outstanding
|
|
|
54,866,226
|
|
|
|
46,894,632
|
|
|
|
43,671,666
|
|
|
|
41,134,949
|
|
|
|
37,638,314
|
|
|
|
34,077,731
|
|
|
|
33,165,900
|
|
Asset coverage of total
debt(9)
|
|
|
433.4
|
%
|
|
|
400.9
|
%
|
|
|
338.9
|
%
|
|
|
328.4
|
%
|
|
|
449.7
|
%
|
|
|
487.3
|
%
|
|
|
|
|
Asset coverage of total leverage (Debt and Preferred
Stock)(10)
|
|
|
366.4
|
%
|
|
|
333.3
|
%
|
|
|
271.8
|
%
|
|
|
292.0
|
%
|
|
|
367.8
|
%
|
|
|
378.2
|
%
|
|
|
|
|
Average amount of borrowings outstanding per share of common
stock during the
period(2)
|
|
$
|
7.12
|
|
|
$
|
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 three months ended
February 28, 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 a characterization of a portion of the
total distributions paid to preferred stockholders and common
stockholders as either a dividend (ordinary income) or a
distribution (return of capital) and is based on the
Companys earnings and profits. |
|
(5) |
|
Total investment return is calculated assuming a purchase of
common stock at the market price on the first day and a sale at
the current market price on the last day of the period reported.
The calculation also assumed reinvestment of distributions at
actual prices pursuant to the Companys dividend
reinvestment plan. |
|
(6) |
|
Not annualized. |
|
(7) |
|
Unless otherwise noted, ratios are annualized for periods of
less than one full year. |
|
(8) |
|
The following table sets forth the components of the
Companys ratio of expenses to average total assets for
each period presented in the Companys Financial Highlights. |
See accompanying notes to financial statements.
15
KAYNE
ANDERSON MLP INVESTMENT COMPANY
FINANCIAL HIGHLIGHTS
(amounts in 000s, except share and per share
amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Period
|
|
|
|
For the Three
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 28,
|
|
|
|
Months Ended
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004(1)
|
|
|
|
February 28,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
through
|
|
|
|
2010
|
|
|
For the Fiscal Year Ended November 30,
|
|
|
November 30,
|
|
|
|
(Unaudited)
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|
2004
|
|
|
Management fees
|
|
|
1.4
|
%
|
|
|
1.3
|
%
|
|
|
1.4
|
%
|
|
|
1.4
|
%
|
|
|
2.0
|
%
|
|
|
0.9
|
%
|
|
|
0.7
|
%
|
Other expenses
|
|
|
0.2
|
|
|
|
0.3
|
|
|
|
0.2
|
|
|
|
0.2
|
|
|
|
0.2
|
|
|
|
0.3
|
|
|
|
0.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subtotal
|
|
|
1.6
|
|
|
|
1.6
|
|
|
|
1.6
|
|
|
|
1.6
|
|
|
|
2.2
|
|
|
|
1.2
|
|
|
|
1.1
|
|
Interest expense and auction agent fees
|
|
|
1.2
|
|
|
|
1.5
|
|
|
|
2.1
|
|
|
|
1.3
|
|
|
|
1.1
|
|
|
|
0.6
|
|
|
|
0.0
|
|
Income tax expense/(benefit)
|
|
|
17.4
|
|
|
|
15.8
|
|
|
|
(18.5
|
)
|
|
|
2.2
|
|
|
|
8.9
|
|
|
|
5.0
|
|
|
|
3.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total expenses
|
|
|
20.2
|
%
|
|
|
18.9
|
%
|
|
|
(14.8
|
)%
|
|
|
5.1
|
%
|
|
|
12.2
|
%
|
|
|
6.8
|
%
|
|
|
4.4
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average total assets
|
|
$
|
1,785,571
|
|
|
$
|
1,245,442
|
|
|
$
|
1,841,311
|
|
|
$
|
2,105,217
|
|
|
$
|
1,520,322
|
|
|
$
|
1,137,399
|
|
|
$
|
778,899
|
|
|
|
|
(9) |
|
Calculated pursuant to section 18(a)(1)(A) of the 1940 Act.
Represents the value of total assets less all liabilities not
represented by senior notes or any other senior securities
representing indebtedness divided by the aggregate amount of
senior notes and any other senior securities representing
indebtedness. Under the 1940 Act, the Company may not declare or
make any distribution on its common stock nor can it incur
additional indebtedness if, at the time of such declaration or
incurrence, its asset coverage with respect to senior securities
representing indebtedness would be less than 300%. For purposes
of this test, the revolving credit facility is considered a
senior security representing indebtedness. |
|
(10) |
|
Calculated pursuant to section 18(a)(2)(A) of the 1940 Act.
Represents the value of total assets less all liabilities not
represented by senior notes, any other senior securities
representing indebtedness and preferred stock divided by the
aggregate amount of senior notes, any other senior securities
representing indebtedness and preferred stock. Under the 1940
Act, the Company may not declare or make any distribution on its
common stock nor can it incur additional preferred stock if at
the time of such declaration or incurrence its asset coverage
with respect to all senior securities would be less than 200%.
For purposes of this test, the revolving credit facility is
considered a senior security representing indebtedness. |
See accompanying notes to financial statements.
16
KAYNE
ANDERSON MLP INVESTMENT COMPANY
NOTES TO FINANCIAL STATEMENTS
FEBRUARY 28, 2010
(amounts in 000s, except option contracts, share and per
share amounts)
(UNAUDITED)
Kayne Anderson MLP Investment Company (the Company)
was organized as a Maryland corporation on June 4, 2004,
and is a non-diversified closed-end management investment
company registered under the Investment Company Act of 1940, as
amended (the 1940 Act). The Companys
investment objective is to obtain a high after-tax total return
by investing at least 85% of its net assets plus any borrowings
(total assets) in energy-related master limited
partnerships and their affiliates (collectively,
MLPs), and in other companies that, as their
principal business, operate assets used in the gathering,
transporting, processing, storing, refining, distributing,
mining or marketing of natural gas, natural gas liquids
(including propane), crude oil, refined petroleum products or
coal (collectively with MLPs, Midstream Energy
Companies). The Company commenced operations on
September 28, 2004. The Companys shares of common
stock are listed on the New York Stock Exchange, Inc.
(NYSE) under the symbol KYN.
|
|
2.
|
Significant
Accounting Policies
|
A. Use of Estimates The
preparation of financial statements in conformity with
accounting principles generally accepted in the United States of
America (GAAP) requires management to make estimates
and assumptions that affect the reported amount of assets and
liabilities and disclosure of contingent assets and liabilities
at the date of the financial statements and the reported amounts
of revenue and expenses during the period. Actual results could
differ materially from those estimates.
B. Calculation of Net Asset Value
The Company determines its net asset value as of the close of
regular session trading on the NYSE no less frequently than the
last business day of each month, and makes its net asset value
available for publication monthly. Currently, the Company
calculates its net asset value on a weekly basis. Net asset
value is computed by dividing the value of the Companys
assets (including accrued interest and distributions), less all
of its liabilities (including accrued expenses, distributions
payable, current, deferred and other accrued income taxes, and
any borrowings) and the liquidation value of any outstanding
preferred stock, by the total number of common shares
outstanding.
C. Investment Valuation Readily
marketable portfolio securities listed on any exchange other
than the NASDAQ Stock Market, Inc. (NASDAQ) are
valued, except as indicated below, at the last sale price on the
business day as of which such value is being determined. If
there has been no sale on such day, the securities are valued at
the mean of the most recent bid and asked prices on such day.
Securities admitted to trade on the NASDAQ are valued at the
NASDAQ official closing price. Portfolio securities traded on
more than one securities exchange are valued at the last sale
price on the business day as of which such value is being
determined at the close of the exchange representing the
principal market for such securities.
Equity securities traded in the
over-the-counter
market, but excluding securities admitted to trading on the
NASDAQ, are valued at the closing bid prices. Energy debt
securities that are considered corporate bonds are valued by
using the mean of the bid and ask prices provided by an
independent pricing service. For energy debt securities that are
considered corporate bank loans, the fair market value is
determined by the mean of the bid and ask prices provided by the
syndicate bank or principal market maker. When price quotes are
not available, fair market value will be based on prices of
comparable securities. In certain cases, the Company may not be
able to purchase or sell energy debt securities at the quoted
prices due to the lack of liquidity for these securities.
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.
17
KAYNE
ANDERSON MLP INVESTMENT COMPANY
NOTES TO FINANCIAL STATEMENTS
FEBRUARY 28, 2010
(amounts in 000s, except option contracts, share and per
share amounts)
(UNAUDITED)
The Company holds securities that are privately issued or
otherwise restricted as to resale. For these securities, as well
as any other portfolio security held by the Company for which
reliable market quotations are not readily available, valuations
are determined in a manner that most fairly reflects fair value
of the security on the valuation date. Unless otherwise
determined by the Board of Directors, the following valuation
process is used for such securities:
|
|
|
|
|
Investment Team Valuation. The
applicable investments are initially valued by KA
Fund Advisors, LLC (KAFA or the
Adviser) investment professionals responsible for
the portfolio investments.
|
|
|
|
Investment Team Valuation
Documentation. Preliminary valuation
conclusions are documented and discussed with senior management
of KAFA. Such valuations generally are submitted to the
Valuation Committee (a committee of the Companys Board of
Directors) or the Board of Directors on a monthly basis, and
stand for intervening periods of time.
|
|
|
|
Valuation Committee. The Valuation
Committee meets, generally, on or about the end of each month to
consider new valuations presented by KAFA, if any, which were
made in accordance with the Valuation Procedures in such month.
Between meetings of the Valuation Committee, a senior officer of
KAFA is authorized to make valuation determinations. The
Valuation Committees valuations stand for intervening
periods of time unless the Valuation Committee meets again at
the request of KAFA, the Board of Directors, or the Valuation
Committee itself. All valuation determinations of the Valuation
Committee are subject to ratification by the Board at its next
regular meeting.
|
|
|
|
Valuation Firm. No less than quarterly,
a third-party valuation firm engaged by the Board of Directors
reviews the valuation methodologies and calculations employed
for these securities.
|
|
|
|
Board of Directors Determination. The
Board of Directors meets quarterly to consider the valuations
provided by KAFA and the Valuation Committee, if applicable, and
ratify valuations for the applicable securities. The Board of
Directors considers the report provided by the third-party
valuation firm in reviewing and determining in good faith the
fair value of the applicable portfolio securities.
|
Unless otherwise determined by the Board of Directors,
securities that are convertible into or otherwise will become
publicly traded (e.g., through subsequent registration or
expiration of a restriction on trading) are valued through the
process described above, using a valuation based on the fair
value of the publicly traded security less a discount. The
discount is initially equal in amount to the discount negotiated
at the time the purchase price is agreed to. To the extent that
such securities are convertible or otherwise become publicly
traded within a time frame that may be reasonably determined,
KAFA may determine an applicable discount in accordance with a
methodology approved by the Valuation Committee.
At February 28, 2010, the Company held 0.3% of its net
assets applicable to common stockholders (0.2% of total assets)
in securities valued at fair value, as determined pursuant to
procedures adopted by the Board of Directors, with fair value of
$4,420. 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.
18
KAYNE
ANDERSON MLP INVESTMENT COMPANY
NOTES TO FINANCIAL STATEMENTS
FEBRUARY 28, 2010
(amounts in 000s, except option contracts, share and per
share amounts)
(UNAUDITED)
E. Short Sales A short sale is a
transaction in which the Company sells securities it does not
own (but has borrowed) in anticipation of or to hedge against a
decline in the market price of the securities. To complete a
short sale, the Company may arrange through a broker to borrow
the securities to be delivered to the buyer. The proceeds
received by the Company for the short sale are retained by the
broker until the Company replaces the borrowed securities. In
borrowing the securities to be delivered to the buyer, the
Company becomes obligated to replace the securities borrowed at
their market price at the time of replacement, whatever the
price may be.
All short sales are fully collateralized. The Company maintains
assets consisting of cash or liquid securities equal in amount
to the liability created by the short sale. These assets are
adjusted daily to reflect changes in the value of the securities
sold short. The Company is liable for any dividends or
distributions paid on securities sold short.
The Company may also sell short against the box
(i.e., the Company enters into a short sale as described
above while holding an offsetting long position in the security
which it sold short). If the Company enters into a short sale
against the box, the Company segregates an
equivalent amount of securities owned as collateral while the
short sale is outstanding. At February 28, 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.
For the three months ended February 28, 2010, the Company
estimated that 90% of the MLP distributions received would be
treated as a return of capital. The Company recorded as return
of capital the amount of $27,311 of dividends and distributions
received from its investments. Net Realized Gains and Net Change
in Unrealized Gains in the accompanying Statement of Operations
were increased by $3,235 and $24,076, respectively, attributable
to the recording of such dividends and distributions as
reduction in the cost basis of investments.
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 months ended February 28, 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.
19
KAYNE
ANDERSON MLP INVESTMENT COMPANY
NOTES TO FINANCIAL STATEMENTS
FEBRUARY 28, 2010
(amounts in 000s, except option contracts, share and per
share amounts)
(UNAUDITED)
During the three months ended February 28, 2010, the
Company received $740
paid-in-kind
stock dividends in total from Enbridge Energy Management, L.L.C.
and $2,264 from Kinder Morgan Management, LLC.
Paid-in-kind
stock dividends consist of additional units of Enbridge Energy
Management, L.L.C. and Kinder Morgan Management, LLC. The
additional units are not reflected in investment income during
the period received but are recorded as unrealized gains upon
receipt.
I. Distributions to Stockholders
Distributions to common stockholders are recorded on the
ex-dividend date. Distributions to stockholders of the
Companys auction rate preferred stock are accrued on a
daily basis and are determined as described in
Note 12 Preferred Stock. The estimated
characterization of the distributions paid to preferred and
common stockholders will be either a dividend (ordinary income)
or distribution (return of capital). This estimate is based on
the Companys operating results during the period. The
actual characterization of the preferred and common stock
distributions made during the current year will not be
determinable until after the end of the fiscal year when the
Company can determine earnings and profits and, therefore, it
may differ from the preliminary estimates.
J. Partnership Accounting Policy
The Company records its pro-rata share of the income/(loss) and
capital gains/(losses), to the extent of distributions it has
received, allocated from the underlying partnerships and adjusts
the cost basis of the underlying partnerships accordingly. These
amounts are included in the Companys Statement of
Operations.
K. Federal and State Income
Taxation The Company, as a corporation, is
obligated to pay federal and state income tax on its taxable
income. The Company invests its assets primarily in MLPs, which
generally are treated as partnerships for federal income tax
purposes. As a limited partner in the MLPs, the Company includes
its allocable share of the MLPs taxable income in
computing its own taxable income. Deferred income taxes reflect
(i) taxes on unrealized gains/(losses), which are
attributable to the temporary difference between fair value and
tax basis, (ii) the net tax effects of temporary
differences between the carrying amounts of assets and
liabilities for financial reporting purposes and the amounts
used for income tax purposes and (iii) the net tax benefit
of accumulated net operating and capital losses. To the extent
the Company has a deferred tax asset, consideration is given as
to whether or not a valuation allowance is required. The need to
establish a valuation allowance for deferred tax assets is
assessed periodically by the Company based on the Income Tax
Topic of the Financial Accounting Standards Board
(FASB) Accounting Standards Codification that it is
more likely than not that some portion or all of the deferred
tax asset will not be realized. In the assessment for a
valuation allowance, consideration is given to all positive and
negative evidence related to the realization of the deferred tax
asset. This assessment considers, among other matters, the
nature, frequency and severity of current and cumulative losses,
forecasts of future profitability (which are highly dependent on
future cash distributions from the Companys MLP holdings),
the duration of statutory carryforward periods and the
associated risk that operating and capital loss carryforwards
may expire unused.
The Company may rely to some extent on information provided by
the MLPs, which may not necessarily be timely, to estimate
taxable income allocable to the MLP units held in the portfolio
and to estimate the associated deferred tax liability. Such
estimates are made in good faith. From time to time, as new
information becomes available, the Company modifies its
estimates or assumptions regarding the deferred tax liability.
The Companys policy is to classify interest and penalties
associated with underpayment of federal and state income taxes,
if any, as income tax expense on its Statement of Operations. As
of February 28, 2010, the Company does not have any
interest or penalties associated with the underpayment of any
income taxes. All tax years since inception remain open and
subject to examination by tax jurisdictions.
L. Derivative Financial Instruments The
Company may utilize derivative financial instruments in its
operations.
20
KAYNE
ANDERSON MLP INVESTMENT COMPANY
NOTES TO FINANCIAL STATEMENTS
FEBRUARY 28, 2010
(amounts in 000s, except option contracts, share and per
share amounts)
(UNAUDITED)
Interest rate swap contracts. The
Company uses interest rate swap contracts to hedge against
increasing interest expense on its leverage resulting from
increases in short term interest rates. The Company does not
hedge any interest rate risk associated with portfolio holdings.
Interest rate transactions the Company uses for hedging purposes
expose it to certain risks that differ from the risks associated
with its portfolio holdings. A decline in interest rates may
result in a decline in the value of the swap contracts, which,
everything else being held constant, would result in a decline
in the net assets of the Company. In addition, if the
counterparty to an interest rate swap 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.
21
KAYNE
ANDERSON MLP INVESTMENT COMPANY
NOTES TO FINANCIAL STATEMENTS
FEBRUARY 28, 2010
(amounts in 000s, except option contracts, share and per
share amounts)
(UNAUDITED)
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 February 28, 2010. Note that the valuation
levels below are not necessarily an indication of the risk or
liquidity associated with the underlying investment. For
instance, the Companys repurchase agreements, which are
collateralized by U.S. Treasury notes, are generally high
quality and liquid; however, the Company reflects these
repurchase agreements as Level 2 because the inputs used to
determine fair value may not always be quoted prices in an
active market.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quoted Prices in
|
|
|
Prices with Other
|
|
|
Unobservable
|
|
|
|
|
|
|
Active Markets
|
|
|
Observable Inputs
|
|
|
Inputs
|
|
|
|
Total
|
|
|
(Level 1)
|
|
|
(Level 2)
|
|
|
(Level
3)(1)
|
|
|
Assets at Fair Value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity investments
|
|
$
|
1,910,453
|
|
|
$
|
1,910,453
|
|
|
$
|
|
|
|
$
|
|
|
Energy debt investments
|
|
|
51,851
|
|
|
|
|
|
|
|
47,431
|
|
|
|
4,420
|
|
Repurchase agreement
|
|
|
2,087
|
|
|
|
|
|
|
|
2,087
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets at fair value
|
|
$
|
1,964,391
|
|
|
$
|
1,910,453
|
|
|
$
|
49,518
|
|
|
$
|
4,420
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities at Fair Value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized depreciation on interest rate swaps
|
|
$
|
416
|
|
|
$
|
|
|
|
$
|
416
|
|
|
$
|
|
|
Option contracts written
|
|
|
430
|
|
|
|
|
|
|
|
430
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities at fair value
|
|
$
|
846
|
|
|
$
|
|
|
|
$
|
846
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
The Companys investments in Level 3 represent its
investments in Clearwater Natural Resources, L.P. and CNR GP
Holdco, LLC as more fully described in Note 7
Restricted Securities. |
22
KAYNE
ANDERSON MLP INVESTMENT COMPANY
NOTES TO FINANCIAL STATEMENTS
FEBRUARY 28, 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 period ended
February 28, 2010.
|
|
|
|
|
|
|
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
|
|
|
340
|
|
Purchases, issuances or settlements
|
|
|
|
|
|
|
|
|
|
Balance February 28, 2010
|
|
$
|
4,420
|
|
|
|
|
|
|
The $340 of unrealized gains presented in the table above relate
to investments that are still held at February 28, 2010 and
the Company includes these unrealized gains in the Statement of
Operations Net Change in Unrealized Gains/(Losses).
The Company did not have any liabilities that were measured at
fair value on a recurring basis using significant unobservable
inputs (Level 3) at February 28, 2010 and at
November 30, 2009.
In January 2010, the FASB issued Accounting Standards Update
(ASU)
No. 2010-06
Improving Disclosures about Fair Value Measurements.
ASU 2010-06
amends FASB Accounting Standards Codification Topic, Fair Value
Measurements and Disclosures, to require additional disclosures
regarding fair value measurements. Certain disclosures required
by ASU
No. 2010-06
are effective for interim and annual reporting periods beginning
after December 15, 2009, and other required disclosures are
effective for fiscal years beginning after December 15,
2010, and for interim periods within those fiscal years.
Management is currently evaluating the impact ASU
No. 2010-06
will have on its financial statement disclosures.
The Companys investment objective is to obtain a high
after-tax total return with an emphasis on current income paid
to its stockholders. Under normal circumstances, the Company
intends to invest at least 85% of its total assets in securities
of MLPs and other Midstream Energy Companies, and to invest at
least 80% of its total assets in MLPs, which are subject to
certain risks, such as supply and demand risk, depletion and
exploration risk, commodity pricing risk, acquisition risk, and
the risk associated with the hazards inherent in midstream
energy industry activities. A substantial portion of the cash
flow received by the Company is derived from investment in
equity securities of MLPs. The amount of cash that an MLP has
available for distributions and the tax character of such
distributions are dependent upon the amount of cash generated by
the MLPs operations. The Company may invest up to 15% of
its total assets in any single issuer and a decline in value of
the securities of such an issuer could significantly impact the
net asset value of the Company. The Company may invest up to 20%
of its total assets in debt securities, which may include below
investment grade securities. The Company may, for defensive
purposes, temporarily invest all or a significant portion of its
assets in investment grade securities, short-term debt
securities and cash or cash equivalents. To the extent the
Company uses this strategy, it may not achieve its investment
objectives.
|
|
5.
|
Agreements
and Affiliations
|
A. Administration Agreement The Company
has entered into an administration agreement with Ultimus
Fund Solutions, LLC (Ultimus). Pursuant to the
administration agreement, Ultimus will provide certain
23
KAYNE
ANDERSON MLP INVESTMENT COMPANY
NOTES TO FINANCIAL STATEMENTS
FEBRUARY 28, 2010
(amounts in 000s, except option contracts, share and per
share amounts)
(UNAUDITED)
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, 2009, the
Company renewed its agreement with the Adviser for a period of
one year. The agreement may be renewed annually upon approval of
the Companys Board of Directors. For the three months
ended February 28, 2010, the Company paid management fees
at an annual rate of 1.375% of average total assets.
For purposes of calculating the management fee, the
Companys total assets are equal to the Companys
gross asset value (which includes assets attributable to or
proceeds from the Companys use of preferred stock,
commercial paper or notes and other borrowings and excludes any
net deferred tax asset), minus the sum of the Companys
accrued and unpaid distributions on any outstanding common stock
and accrued and unpaid distributions on any outstanding
preferred stock and accrued liabilities (other than liabilities
associated with borrowing or leverage by the Company and any
accrued taxes, including, a deferred tax liability). Liabilities
associated with borrowing or leverage by the Company include the
principal amount of any borrowings, commercial paper or notes
issued by the Company, the liquidation preference of any
outstanding preferred stock, and other liabilities from other
forms of borrowing or leverage such as short positions and put
or call options held or written by the Company.
C. Portfolio Companies From time to
time, the Company may control or may be an
affiliate of one or more portfolio companies, each
as defined in the 1940 Act. In general, under the 1940 Act, the
Company would be presumed to control a portfolio
company if the Company owned 25% or more of its outstanding
voting securities and would be an affiliate of a
portfolio company if the Company owned 5% or more of its
outstanding voting securities. The 1940 Act contains
prohibitions and restrictions relating to transactions between
investment companies and their affiliates (including the
Companys investment adviser), principal underwriters and
affiliates of those affiliates or underwriters.
The Company believes that there is significant ambiguity in the
application of existing Securities and Exchange Commission
(SEC) staff interpretations of the term voting
security to complex structures such as limited partnership
interests of the kind in which the Company invests. As a result,
it is possible that the SEC staff may consider that certain
securities investments in limited partnerships are voting
securities under the staffs prevailing interpretations of
this term. If such determination is made, the Company may be
regarded as a person affiliated with and controlling the
issuers(s) of those securities for purposes of Section 17
of the 1940 Act.
In light of the ambiguity of the definition of voting
securities, the Company does not intend to treat any class of
limited partnership interests that it holds as voting
securities unless the security holders of such class
currently have the ability, under the partnership agreement, to
remove the general partner (assuming a sufficient vote of such
securities, other than securities held by the general partner,
in favor of such removal) or the Company has an economic
interest of sufficient size that otherwise gives it the de facto
power to exercise a controlling influence over the partnership.
The Company believes this treatment is appropriate given that
the general partner controls the partnership, and without the
ability to remove the general partner or the power to otherwise
exercise a controlling influence over the partnership due to the
size of an economic interest, the security holders have no
control over the partnership.
Clearwater Natural Resources, LP At
February 28, 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
24
KAYNE
ANDERSON MLP INVESTMENT COMPANY
NOTES TO FINANCIAL STATEMENTS
FEBRUARY 28, 2010
(amounts in 000s, except option contracts, share and per
share amounts)
(UNAUDITED)
partner of Clearwater. The Company believes that it
controls and is an affiliate of
Clearwater under the 1940 Act by virtue of its controlling
interest in the general partner of Clearwater.
CNR GP Holdco, LLC At February 28, 2010,
the Company held an 83.7% interest in CNR GP Holdco, LLC
(CNR), which is the general partner of Clearwater.
The Company believes that it controls and is an
affiliate of CNR under the 1940 Act by virtue of its
controlling interest.
On January 12, 2010, Clearwater closed on the sale of all
of its reserves and a substantial portion of its operating
assets to International Resource Partners, L.P.
(IRP). On March 16, 2010, the Bankruptcy Court
confirmed Clearwaters plan of reorganization (including
such sale of assets to IRP). As part of Clearwaters plan
of reorganization, the Company will receive consideration for
its unsecured term loan. Such consideration will be in the form
of cash and a royalty interest in the reserves sold. Pursuant to
the plan of reorganization, the Company will not receive any
consideration for its equity investment in Clearwater or CNR GP
Holdco, LLC. See Note 7 Restricted Securities.
Plains All American, L.P. Robert V. Sinnott
is a senior executive of Kayne Anderson Capital Advisors, L.P.
(KACALP), the managing member of KAFA.
Mr. Sinnott also serves as a director on the board of
Plains All American GP LLC, the general partner of Plains All
American Pipeline, L.P. Members of senior management and various
advisory clients of KACALP and KAFA 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. The Company believes that it is an
affiliate of Plains All American Pipeline, L.P. under the 1940
Act.
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
February 28, 2010 are as follows:
|
|
|
|
|
Deferred tax assets:
|
|
|
|
|
Net operating loss carryforwards Federal
|
|
$
|
52,448
|
|
Net operating loss carryforwards State
|
|
|
4,353
|
|
Capital loss carryforwards
|
|
|
50,216
|
|
Other
|
|
|
105
|
|
Deferred tax liabilities:
|
|
|
|
|
Net unrealized gains on investment securities, interest rate
swap contracts and option contracts
|
|
|
(272,133
|
)
|
Basis reductions resulting from estimated return of capital
|
|
|
(9,297
|
)
|
|
|
|
|
|
Total net deferred tax liability
|
|
$
|
(174,308
|
)
|
|
|
|
|
|
At February 28, 2010, the Company had federal net operating
loss carryforwards of $154,700 (deferred tax asset of $52,448).
Realization of the deferred tax assets and net operating loss
carryforwards are dependent, in part, on generating sufficient
taxable income prior to expiration of the loss carryforwards. If
not utilized, $54,194; $52,182; $26,118 and $22,206 of the net
operating loss carryforward will expire in 2026, 2027, 2028 and
2029, respectively. As of February 28, 2010, the Company
had a capital loss carryforward of approximately $135,820. If
not utilized, $50,267 and $85,553 of capital loss carry forwards
will expire in 2013 and 2014, respectively. For corporations,
capital losses can only be used to offset capital gains and
cannot be used to offset ordinary income. In
25
KAYNE
ANDERSON MLP INVESTMENT COMPANY
NOTES TO FINANCIAL STATEMENTS
FEBRUARY 28, 2010
(amounts in 000s, except option contracts, share and per
share amounts)
(UNAUDITED)
addition, the Company has state net operating losses of $141,466
that represent a deferred tax asset of $4,353. 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 months ended February 28, 2010, as follows:
|
|
|
|
|
Computed expected federal income tax
|
|
$
|
72,447
|
|
State income tax, net of federal tax expense
|
|
|
4,140
|
|
|
|
|
|
|
Total income tax expense
|
|
$
|
76,587
|
|
|
|
|
|
|
At February 28, 2010, the cost basis of investments for
federal income tax purposes was $1,224,870 and the net cash
received on option contracts written was $391. The cost basis of
investments includes a $181,179 reduction in basis attributable
to the Companys portion of the allocated losses from its
MLP investments. At February 28, 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)
|
|
$
|
803,185
|
|
Gross unrealized depreciation of investments (including options)
|
|
|
(63,702
|
)
|
|
|
|
|
|
Net unrealized appreciation before tax and interest rate swap
contracts
|
|
|
739,483
|
|
Net unrealized depreciation on interest rate swap contracts
|
|
|
(416
|
)
|
|
|
|
|
|
Net unrealized appreciation before tax
|
|
$
|
739,067
|
|
|
|
|
|
|
Net unrealized appreciation after tax
|
|
$
|
465,612
|
|
|
|
|
|
|
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.
26
KAYNE
ANDERSON MLP INVESTMENT COMPANY
NOTES TO FINANCIAL STATEMENTS
FEBRUARY 28, 2010
(amounts in 000s, except option contracts, share and per
share amounts)
(UNAUDITED)
At February 28, 2010, the Company held the following
restricted investments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Units,
|
|
|
|
|
|
|
|
Percent
|
|
|
Percent
|
|
|
|
|
|
Acquisition
|
|
Type of
|
|
|
Principal ($)
|
|
Cost
|
|
|
Fair
|
|
|
of Net
|
|
|
of Total
|
|
Investment
|
|
Security
|
|
Date
|
|
Restriction
|
|
|
(in 000s)
|
|
Basis
|
|
|
Value
|
|
|
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
|
|
|
|
4,420
|
|
|
|
0.3
|
%
|
|
|
0.2
|
%
|
Clearwater Natural Resources, L.P.
|
|
Deferred Participation Units
|
|
3/5/08
|
|
|
(2
|
)
|
|
41
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Clearwater Natural Resources, L.P.
|
|
Warrants
|
|
9/29/08
|
|
|
(2
|
)
|
|
34
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CNR GP Holdco, LLC
|
|
LLC Interests
|
|
3/5/08
|
|
|
(2
|
)
|
|
n/a
|
|
|
1,082
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total of securities valued in accordance with procedures
established by the Board of Directors(4)
|
|
$
|
87,632
|
|
|
$
|
4,420
|
|
|
|
0.3
|
%
|
|
|
0.2
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Niska Gas Storage U.S., LLC
|
|
Senior Notes
|
|
(5)
|
|
|
(6
|
)
|
|
$5,000
|
|
$
|
5,023
|
|
|
$
|
5,000
|
|
|
|
0.4
|
%
|
|
|
0.3
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total of securities valued by prices provided by market maker
or independent pricing services
|
|
$
|
5,023
|
|
|
$
|
5,000
|
|
|
|
0.4
|
%
|
|
|
0.3
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total of all restricted securities
|
|
$
|
92,655
|
|
|
$
|
9,420
|
|
|
|
0.7
|
%
|
|
|
0.5
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(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. On January 12, 2010, Clearwater closed
on the sale of substantially all of its reserves and operating
assets. See Clearwater Update below for a status
update. |
|
(3) |
|
The Company purchased term loans on January 11, 2008;
February 28, 2008; May 5, 2008; July 8, 2008;
August 6, 2008; and September 29, 2008. The Company is
not accruing interest income on this investment. |
|
(4) |
|
Restricted securities that are classified as a Level 3.
Security is valued using inputs reflecting the Companys
own assumptions as more fully described in
Note 2 Significant Accounting Policies. |
|
(5) |
|
These securities were acquired during the three months ended
February 28, 2010. |
|
(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. |
Clearwater Update. 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. The Company will not receive any
consideration for its equity investment in Clearwater or CNR GP
Holdco, LLC. The Company will receive such consideration when
Clearwaters plan of reorganization becomes effective,
which is expected to be May or June 2010.
27
KAYNE
ANDERSON MLP INVESTMENT COMPANY
NOTES TO FINANCIAL STATEMENTS
FEBRUARY 28, 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 three months ended February 28, 2010 were
as follows:
|
|
|
|
|
|
|
|
|
|
|
Number of
|
|
|
|
|
|
|
Contracts
|
|
|
Premium
|
|
|
Put Options Purchased
|
|
|
|
|
|
|
|
|
Options outstanding at beginning of period
|
|
|
1,386
|
|
|
$
|
89
|
|
Options expired
|
|
|
(1,386
|
)
|
|
|
(89
|
)
|
|
|
|
|
|
|
|
|
|
Options outstanding at end of period
|
|
|
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Call Options Written
|
|
|
|
|
|
|
|
|
Options outstanding at beginning of period
|
|
|
7,000
|
|
|
$
|
584
|
|
Options written
|
|
|
4,681
|
|
|
|
620
|
|
Options subsequently
repurchased(1)
|
|
|
(276
|
)
|
|
|
(40
|
)
|
Options exercised
|
|
|
(7,249
|
)
|
|
|
(729
|
)
|
Options expired
|
|
|
(1,000
|
)
|
|
|
(44
|
)
|
|
|
|
|
|
|
|
|
|
Options outstanding at end of period
|
|
|
3,156
|
|
|
$
|
391
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
The price at which the Company subsequently repurchased the
options was $11. |
Interest Rate Swap Contracts The Company has
entered into interest rate swap contracts to partially hedge
itself from increasing interest expense on its leverage
resulting from increasing short-term interest rates. A decline
in future interest rates may result in a decline in the value of
the swap contracts, which, everything else being held constant,
would result in a decline in the net assets of the Company. In
addition, if the counterparty to the interest rate swap
contracts defaults, the Company would not be able to use the
anticipated receipts under the swap contracts to offset the
interest payments on the Companys leverage. At the time
the interest rate swap contracts reach their scheduled
termination, there is a risk that the Company would not be able
to obtain a replacement transaction or that the terms of the
replacement transaction would not be as favorable as on the
expiring transaction. In addition, if the Company is required to
terminate any swap contract early, then the Company could be
required to make a termination payment.
As of February 28, 2010, the Company had entered into an
interest rate swap contract with UBS AG as summarized below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed Rate
|
|
|
Net
|
|
Termination
|
|
Notional
|
|
|
Paid by the
|
|
|
Unrealized
|
|
Date
|
|
Amount
|
|
|
Company
|
|
|
Depreciation
|
|
|
11/25/2011
|
|
$
|
125,000
|
|
|
|
0.99
|
%
|
|
$
|
416
|
|
For the interest rate swap contract, the Company receives a
floating rate, based on one-month LIBOR.
As required by the Derivatives and Hedging Topic of the FASB
Accounting Standards Codification below are the derivative
instruments and hedging activities of the Company. See
Note 2 Significant Accounting Policies.
28
KAYNE
ANDERSON MLP INVESTMENT COMPANY
NOTES TO FINANCIAL STATEMENTS
FEBRUARY 28, 2010
(amounts in 000s, except option contracts, share and per
share amounts)
(UNAUDITED)
The following table sets forth the fair value of the
Companys derivative instruments in the Statement of Assets
and Liabilities.
|
|
|
|
|
|
|
|
|
|
|
Fair Value as of
|
|
Derivatives Not Accounted for
|
|
|
|
February 28,
|
|
as Hedging Instruments
|
|
Statement of Assets and Liabilities Location
|
|
2010
|
|
|
Liabilities
|
|
|
|
|
|
|
Call options
|
|
Call option contracts written
|
|
$
|
430
|
|
Interest rate swap contracts
|
|
Unrealized depreciation on interest rate swap contracts
|
|
|
416
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
846
|
|
|
|
|
|
|
|
|
The following tables set forth the effect of derivative
instruments in the Statement of Operations.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended
|
|
|
|
|
|
February 28, 2010
|
|
|
|
|
|
|
|
|
Change in
|
|
|
|
|
|
Net Realized
|
|
|
Unrealized
|
|
|
|
|
|
Gain/(Losses)
|
|
|
Gains/(Losses)
|
|
|
|
|
|
on Derivatives
|
|
|
on Derivatives
|
|
Derivatives Not Accounted For
|
|
Location of Gains/(Losses)
|
|
Recognized in
|
|
|
Recognized in
|
|
as Hedging Instruments
|
|
on Derivatives Recognized in Income
|
|
Income
|
|
|
Income
|
|
|
Put options
|
|
Options
|
|
$
|
(90
|
)
|
|
$
|
76
|
|
Call options
|
|
Options
|
|
|
74
|
|
|
|
767
|
|
Interest rate swap contracts
|
|
Interest rate swap contracts
|
|
|
(240
|
)
|
|
|
(211
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
(256
|
)
|
|
$
|
632
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9.
|
Investment
Transactions
|
For the three months ended February 28, 2010, the Company
purchased and sold securities in the amounts of $243,791 and
$57,957 (excluding short-term investments, options and interest
rate swaps), respectively.
|
|
10.
|
Revolving
Credit Facility
|
On June 26, 2009, the Company entered into an $80,000
unsecured revolving credit facility (the Credit
Facility) with a syndicate of lenders. JPMorgan Chase
Bank, N.A. was lead arranger of the Credit Facility, and Bank of
America N.A., UBS Investment Bank and Citibank, N.A.
participated in the syndication. The Credit Facility has a
364-day
commitment terminating on June 25, 2010. The interest rate
may vary between LIBOR plus 2.25% and LIBOR plus 3.50% depending
on asset coverage ratios. Outstanding loan balances will accrue
interest daily at a rate equal to the one-month LIBOR plus 2.25%
per annum based on current asset coverage ratios. The Company
will pay a fee of 0.50% per annum on any unused amounts of the
Credit Facility. The Credit Facility contains various covenants
related to other indebtedness, liens and limits on the
Companys overall leverage.
For the three months ended February 28, 2010, the average
amount outstanding under the Companys credit facilities
was $20,750 with a weighted average interest rate of 3.11%. As
of February 28, 2010, the Company had outstanding
borrowings on its Credit Facility of $40,000 at the LIBOR based
interest rate of 2.48%.
On April 20, 2010, the Company reached a conditional
agreement with institutional investors relating to a private
placement of senior unsecured notes and mandatory redeemable
preferred stock. A portion of the net proceeds from the private
placement is expected to be used to repay borrowings under the
Credit Facility.
See Note 14 Subsequent Events.
29
KAYNE
ANDERSON MLP INVESTMENT COMPANY
NOTES TO FINANCIAL STATEMENTS
FEBRUARY 28, 2010
(amounts in 000s, except option contracts, share and per
share amounts)
(UNAUDITED)
|
|
11.
|
Senior
Unsecured Notes
|
At February 28, 2010, the Company had $370,000, 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
|
|
|
Interest
|
|
|
|
Series
|
|
Outstanding
|
|
|
Rate
|
|
Maturity
|
|
|
G
|
|
$
|
75,000
|
|
|
5.645%
|
|
|
6/19/2011
|
|
I
|
|
|
60,000
|
|
|
5.847%
|
|
|
6/19/2012
|
|
K
|
|
|
125,000
|
|
|
5.991%
|
|
|
6/19/2013
|
|
M
|
|
|
60,000
|
|
|
4.560%
|
|
|
11/4/2014
|
|
N
|
|
|
50,000
|
|
|
3-month LIBOR + 185 bps
|
|
|
11/4/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
370,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Holders of the fixed rate Senior Unsecured Notes (Series G,
Series I, Series K and Series M) are
entitled to receive cash interest payments semi-annually (on
June 19 and December 19) at the fixed rate. Holders of the
floating rate Senior Unsecured Notes (Series N) are
entitled to receive cash interest payments quarterly (on
March 19, June 19, September 19 and December
19) at the floating rate equal to the
3-month
LIBOR plus 1.85%.
During the period, the average principal balance outstanding was
$370,000 with a weighted average interest rate of 5.21%.
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 February 28, 2010, the Company was in compliance with
all covenants under the Senior Unsecured Notes agreements.
On April 20, 2010, the Company reached a conditional
agreement with institutional investors relating to a private
placement of senior unsecured notes and mandatory redeemable
preferred stock. See Note 14 Subsequent Events.
At February 28, 2010, the Company had 3,000 shares of
Series D Auction Rate Preferred Stock (ARP
Shares) outstanding, totaling $75,000. The Company has
10,000 shares of authorized preferred stock. The
30
KAYNE
ANDERSON MLP INVESTMENT COMPANY
NOTES TO FINANCIAL STATEMENTS
FEBRUARY 28, 2010
(amounts in 000s, except option contracts, share and per
share amounts)
(UNAUDITED)
preferred stock has rights determined by the Board of Directors.
The ARP Shares have a liquidation value of $25,000 per share
plus any accumulated, but unpaid dividends, whether or not
declared.
Holders of the ARP Shares are entitled to receive cash dividend
payments at an annual rate that may vary for each rate period.
Since February 14, 2008, there have been more ARP Shares
offered for sale than there were buyers of those ARP Shares, and
as a result, the auctions of the Companys ARP Shares have
failed. As a result, the dividend rate on the ARP Shares has
been set at such maximum rate. Based on the Companys
current credit ratings, the maximum rate is equal to 200% of the
greater of (a) the AA Composite Commercial Paper Rate or
(b) the applicable LIBOR. If the credit rating of the
Companys ARP Shares by Moodys or Fitch is downgraded
below Aa3 or AA-, respectively, the maximum rate will increase.
Such increase will be based on the resulting credit rating for
the Companys ARP Shares, but the maximum rate is applied
at 300%. The dividend rate as of February 28, 2010 was
0.42%. The weighted average dividend rate for the three months
ended February 28, 2010 was 0.42%. This rate includes the
applicable rate based on the latest results of the auction and
does not include commissions paid to the auction agent. Under
the 1940 Act, the Company may not declare dividends or make
other distribution on shares of common stock or purchases of
such shares if, at any time of the declaration, distribution or
purchase, asset coverage with respect to the outstanding senior
securities representing indebtedness and preferred stock would
be less than 200%.
The ARP Shares are redeemable in certain circumstances at the
option of the Company. The ARP Shares are also subject to a
mandatory redemption if the Company fails to meet an asset
coverage ratio required by law, or fails to cure deficiency as
stated in the Companys rating agency guidelines in a
timely manner.
The holders of the ARP Shares have voting rights equal to the
holders of common stock (one vote per share) and will vote
together with the holders of shares of common stock as a single
class except on matters affecting only the holders of ARP Shares
or the holders of common stock. See Note 14
Subsequent Events.
The Company has 199,990,000 shares of common stock
authorized and 58,118,644 shares outstanding at
February 28, 2010. As of that date, KACALP owned
4,000 shares. Transactions in common shares for the three
months ended February 28, 2010 were as follows:
|
|
|
|
|
Shares outstanding at November 30, 2009
|
|
|
51,579,541
|
|
Shares issued through reinvestment of distributions
|
|
|
247,503
|
|
Shares issued in connection with offerings of common
stock(1)
|
|
|
6,291,600
|
|
|
|
|
|
|
Shares outstanding at February 28, 2010
|
|
|
58,118,644
|
|
|
|
|
|
|
|
|
|
(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. |
31
KAYNE
ANDERSON MLP INVESTMENT COMPANY
NOTES TO FINANCIAL STATEMENTS
FEBRUARY 28, 2010
(amounts in 000s, except option contracts, share and per
share amounts)
(UNAUDITED)
We have evaluated subsequent events through the date the
Companys financial statements were issued.
On April 20, 2010, the Company reached a conditional
agreement with institutional investors relating to a private
placement of $110,000 of senior unsecured notes and $110,000 of
mandatory redeemable preferred stock (MRPS). The
table below sets forth the key terms of the Senior Notes and the
MRPS.
|
|
|
|
|
|
|
|
|
|
|
Security
|
|
Amount
|
|
|
Rate
|
|
Term
|
|
|
Senior Unsecured Notes
|
|
|
|
|
|
|
|
|
|
|
Fixed rate
|
|
$
|
65,000
|
|
|
4.21%
|
|
|
5 years
|
|
Floating rate
|
|
|
45,000
|
|
|
3-month LIBOR + 160 bps
|
|
|
5 years
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
110,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mandatory Redeemable
|
|
|
|
|
|
|
|
|
|
|
Preferred Stock
|
|
$
|
110,000
|
|
|
5.57%
|
|
|
7 years
|
|
Net proceeds from such offerings will be used to repay
borrowings under the Companys Credit Facility, to redeem
the Companys ARP Shares, to make new portfolio investments
and for general corporate purposes. Closing of the private
placement is scheduled to occur on or about May 7, 2010 and
is subject to investor due diligence, legal documentation and
other standard closing conditions. Redemption of the ARP Shares
is expected to occur in late May and is conditioned on closing
of the MRPS offering.
On March 11, 2010, the Company declared its quarterly
distribution of $0.48 per common share for the period
December 1, 2009 through February 28, 2010 for a total
of $27,897. The distribution was paid on April 16, 2010 to
shareholders of record on April 6, 2010. Of this total,
pursuant to the Companys dividend reinvestment plan,
$6,169 was reinvested into the Company through the issuance of
236,468 shares of common stock.
32
|
|
|
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.
717 Texas Avenue, Suite 3100
Houston, TX 77002
|
|
Ultimus Fund Solutions, LLC
260 Madison Avenue, 8th Floor
New York, NY 10016
|
|
|
|
1800 Avenue of the Stars, Second Floor Los Angeles, CA
90067
|
|
Stock Transfer Agent and Registrar
American Stock Transfer & Trust Company
59 Maiden Lane
New York, NY 10038
|
|
|
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Custodian
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Independent Registered Public Accounting Firm
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JPMorgan Chase Bank, N.A.
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PricewaterhouseCoopers LLP
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14201 North Dallas Parkway, Second Floor Dallas, TX 75254
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350 South Grand Avenue
Los Angeles, CA 90071
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Legal Counsel
Paul, Hastings, Janofsky & Walker LLP
55 Second Street, 24th Floor
San Francisco, CA 94105
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For stockholder inquiries, registered stockholders should call
(800) 937-5449.
For general inquiries, please call
(877) 657-3863/MLP-FUND;
or visit us on the web at
http://www.kaynefunds.com.
This report, including the financial statements herein, is made
available to stockholders of the Company for their information.
It is not a prospectus, circular or representation intended for
use in the purchase or sale of shares of the Company or of any
securities mentioned in this report.