The North American
energy revolution
2014 1st Quarter Report | 1 |
Fund at a glance
Tortoise believes Tortoise Energy Independence Fund, Inc. (NYSE: NDP) is the first closed-end fund with a focus on North American crude oil and natural gas production growth growth which supports energy independence.
Investment opportunity
Technological developments are now providing access to vast amounts of unconventional resources in North American oil and gas reservoirs, with the potential for an extended period of production growth. Virtually unthinkable a few years ago, North America now has the opportunity to be a global leader in energy production, with many experts predicting North America could become energy self-sufficient over the coming decades.
To capture the heart of this significant North American production growth potential, NDP invests in energy producers, also known as the upstream portion of the energy value chain. While commodity prices will fluctuate, we believe the sectors volume growth potential provides an attractive long-term investment opportunity.
Targeted investment characteristics
NDP primarily invests in North American energy companies that engage in the exploration and production of crude oil, condensate, natural gas and natural gas liquids that generally have a significant presence in North American oil and gas fields, including shale reservoirs, and, to a lesser extent, in companies that provide associated transportation, processing and storage. The majority of NDPs investments include upstream energy companies with the following targeted characteristics:
We also write (sell) out-of-the-money covered call options on companies that meet our investment thresholds, seeking to mitigate portfolio risk, increase current income and enhance long-term total return potential across economic cycles.
Portfolio statistics at February 28, 2014 (unaudited)
Tortoise Energy Independence Fund, Inc. | www.tortoiseadvisors.com |
2 | 2014 1st Quarter Report |
March 24, 2014
Dear fellow stockholders,
The first fiscal quarter ending Feb. 28, 2014 was generally solid for oil and gas production companies. Progress continues to be driven by the copious volumes of crude oil and natural gas produced out of North American reservoirs that also is helping the U.S. to become a global energy leader.
From a broader perspective, the equity market was uneven, with stocks recording strong gains in December following the Federal Reserves decision to begin tapering its asset purchases, but then falling sharply in January on concern of a slowdown in emerging markets. However, February saw equities back in positive territory as those concerns abated and U.S. companies delivered generally upbeat earnings reports.
Energy production review and outlook
The Tortoise North American Oil and Gas Producers IndexSM posted a 2.5 percent total return for the first fiscal quarter. Oil and gas production companies continued to experience robust North American production, a theme we expect will continue for some time to come. The Energy Information Administration (EIA) projects annual average domestic crude oil production will approach 8.4 million barrels per day (bbl/d) in 2014 and as much as 9.2 million bbl/d in 2015. Domestic natural gas production averaged 66.5 billion cubic feet per day (bcf/d) in 2013.¹ Although natural gas production levels in 2013 were on par with 2012 levels, the sources of supply have shifted, with the Marcellus gaining significant market share. Production out of the Marcellus has grown from virtually nothing four years ago to 13 bcf/d by the end of 2013, representing more than 15 percent of U.S. natural gas supply.²
On the price side, a longer and colder-than-expected winter took natural gas working inventories well below last years level and drove the price of natural gas higher, from $3.79 per million British thermal units (MMbtu) at the start of the fiscal quarter to peak at $7.91 on Feb. 5th (the highest price since 2008), then closed the quarter at $4.69 per MMbtu as weather moderated. Crude oil prices also fluctuated during the quarter, moving from $92.72 per barrel (West Texas Intermediate) at the start of the quarter to peak at $103.31 on Feb. 19th.
Fund performance review
The funds total assets increased from approximately $442.7 million on Nov. 30, 2013, to $462.6 million on Feb. 28, 2014, primarily from net realized and unrealized gains on investments. Leverage (including bank debt) remained relatively consistent, ending the period at 12.0 percent of total assets.
At fiscal quarter end, the fund paid a distribution of $0.4375 per common share ($1.75 annualized) to stockholders. This distribution represented an annualized distribution rate of 7.1 percent based on the funds fiscal quarter closing price of $24.61.
For the fiscal quarter, the funds market-based total return was 4.0 percent and its NAV-based total return was 6.4 percent (both including the reinvestment of distributions). The difference between the market value total return and the NAV total return reflected a widening in the discount of the funds stock price relative to its NAV during the quarter. This was the case for many closed-end funds in recent months, as they came under pressure as the market continued to factor in concern over rising interest rates, with the average discount nearly doubling from last May through February.
(unaudited) | |
Tortoise Energy Independence Fund, Inc. | www.tortoiseadvisors.com |
2014 1st Quarter Report | 3 |
Key performance drivers
Additional information about the funds financial performance, distributions and leverage is available in the Key Financial Data and Managements Discussion sections of this report.
Concluding thoughts
We continue to believe that now is a great time to invest in North American energy. Production is growing at a healthy pace, which is in turn driving attractive total return potential. In our view, the transformation underway in North America bodes well for the funds long-term investment strategy, U.S. security, our economy and our energy future.
Sincerely,
The Managing Directors
Tortoise Capital Advisors,
L.L.C.
The adviser to Tortoise Energy
Independence Fund, Inc.
1 Energy Information
Administration
2 ITG
The Tortoise North American Oil and Gas Producers IndexSM is a float-adjusted, capitalization-weighted index of North American energy companies engaged primarily in the production of crude oil, condensate, natural gas or natural gas liquids (NGLs). The S&P 500 Index® is an unmanaged market-value-weighted index of stocks, which is widely regarded as the standard for measuring large-cap U.S. stock market performance.
(unaudited) | |
Tortoise Energy Independence Fund, Inc. | www.tortoiseadvisors.com |
4 | 2014 1st Quarter Report |
Key Financial Data
(supplemental unaudited
information)
(dollar amounts in thousands unless otherwise
indicated)
The information presented below regarding Distributable Cash Flow and Selected Financial Information is supplemental non-GAAP financial information, which we believe is meaningful to understanding our operating performance. The Distributable Cash Flow Ratios include the functional equivalent of EBITDA for non-investment companies, and we believe they are an important supplemental measure of performance and promote comparisons from period-to-period. This information is supplemental, is not inclusive of required financial disclosures (e.g. Total Expense Ratio), and should be read in conjunction with our full financial statements.
2013 | 2014 | |||||||||||||||||||
Q1(1) | Q2(1) | Q3(1) | Q4(1) | Q1(1) | ||||||||||||||||
Total Income from Investments | ||||||||||||||||||||
Distributions and dividends from investments | $ | 2,869 | $ | 2,962 | $ | 2,805 | $ | 3,017 | $ | 2,783 | ||||||||||
Less foreign withholding taxes | (100 | ) | (94 | ) | (83 | ) | (87 | ) | (81 | ) | ||||||||||
Dividends paid in stock | 385 | 393 | 403 | 417 | 422 | |||||||||||||||
Net premiums on options written | 4,142 | 4,339 | 4,356 | 4,781 | 4,486 | |||||||||||||||
Interest and dividend income | | | | | | |||||||||||||||
Total from investments | 7,296 | 7,600 | 7,481 | 8,128 | 7,610 | |||||||||||||||
Operating Expenses Before Leverage Costs | ||||||||||||||||||||
Advisory fees, net of fees waived | 921 | 974 | 1,008 | 1,062 | 1,037 | |||||||||||||||
Other operating expenses | 146 | 144 | 143 | 153 | 164 | |||||||||||||||
1,067 | 1,118 | 1,151 | 1,215 | 1,201 | ||||||||||||||||
Distributable cash flow before leverage costs | 6,229 | 6,482 | 6,330 | 6,913 | 6,409 | |||||||||||||||
Leverage costs(2) | 138 | 142 | 144 | 146 | 145 | |||||||||||||||
Distributable Cash Flow(3) | $ | 6,091 | $ | 6,340 | $ | 6,186 | $ | 6,767 | $ | 6,264 | ||||||||||
Net realized gain (loss) on investments and | ||||||||||||||||||||
foreign currency translation, for the period | $ | 991 | $ | 5,236 | $ | (1,042 | ) | $ | 12,258 | $ | 11,811 | |||||||||
As a percent of average total assets(4) | ||||||||||||||||||||
Total from investments | 7.52 | % | 7.37 | % | 7.04 | % | 7.31 | % | 6.86 | % | ||||||||||
Operating expenses before leverage costs | 1.10 | % | 1.08 | % | 1.08 | % | 1.09 | % | 1.08 | % | ||||||||||
Distributable cash flow before leverage costs | 6.42 | % | 6.29 | % | 5.96 | % | 6.22 | % | 5.78 | % | ||||||||||
As a percent of average net assets(4) | ||||||||||||||||||||
Total from investments | 8.59 | % | 8.43 | % | 8.01 | % | 8.26 | % | 7.96 | % | ||||||||||
Operating expenses before leverage costs | 1.26 | % | 1.24 | % | 1.23 | % | 1.24 | % | 1.26 | % | ||||||||||
Leverage costs | 0.16 | % | 0.16 | % | 0.15 | % | 0.15 | % | 0.15 | % | ||||||||||
Distributable cash flow | 7.17 | % | 7.03 | % | 6.63 | % | 6.87 | % | 6.55 | % | ||||||||||
Selected Financial Information | ||||||||||||||||||||
Distributions paid on common stock | $ | 6,346 | $ | 6,345 | $ | 6,351 | $ | 6,351 | $ | 6,351 | ||||||||||
Distributions paid on common stock per share | 0.4375 | 0.4375 | 0.4375 | 0.4375 | 0.4375 | |||||||||||||||
Total assets, end of period | 401,948 | 412,693 | 431,903 | 442,686 | 462,646 | |||||||||||||||
Average total assets during period(5) | 393,379 | 409,102 | 421,356 | 445,692 | 449,572 | |||||||||||||||
Leverage(6) | 43,800 | 46,600 | 48,400 | 56,300 | 55,700 | |||||||||||||||
Leverage as a percent of total assets | 10.9 | % | 11.3 | % | 11.2 | % | 12.7 | % | 12.0 | % | ||||||||||
Net unrealized appreciation, end of period | 9,854 | 23,330 | 47,406 | 55,201 | 64,972 | |||||||||||||||
Net assets, end of period | 349,670 | 357,587 | 374,877 | 384,471 | 402,138 | |||||||||||||||
Average net assets during period(7) | 344,470 | 357,879 | 370,482 | 394,581 | 387,650 | |||||||||||||||
Net asset value per common share | 24.11 | 24.65 | 25.82 | 26.49 | 27.70 | |||||||||||||||
Market value per common share | 24.02 | 24.81 | 23.84 | 24.08 | 24.61 | |||||||||||||||
Shares outstanding (000s) | 14,504 | 14,504 | 14,516 | 14,516 | 14,516 |
(1) | Q1 is the period from December through February. Q2 is the period from March through May. Q3 is the period from June through August. Q4 is the period from September through November. |
(2) | Leverage costs include interest expense and other recurring leverage expenses. |
(3) | Net investment income on the Statement of Operations is adjusted as follows to reconcile to Distributable Cash Flow (DCF): increased by net premiums on options written, the return of capital on distributions, and the value of paid-in-kind distributions. |
(4) | Annualized for periods less than one full year. |
(5) | Computed by averaging month-end values within each period. |
(6) | Leverage consists of short-term borrowings. |
(7) | Computed by averaging daily net assets within each period. |
Tortoise Energy Independence Fund, Inc. | www.tortoiseadvisors.com |
2014 1st Quarter Report | 5 |
Managements Discussion (unaudited)
The information contained in this section should be read in conjunction with our Financial Statements and the Notes thereto. In addition, this report contains certain forward-looking statements. These statements include the plans and objectives of management for future operations and financial objectives and can be identified by the use of forward-looking terminology such as may, will, expect, intend, anticipate, estimate, or continue or the negative thereof or other variations thereon or comparable terminology. These forward-looking statements are subject to the inherent uncertainties in predicting future results and conditions. Certain factors that could cause actual results and conditions to differ materially from those projected in these forward-looking statements are set forth in the Risk Factors section of our public filings with the SEC.
Overview
Tortoise Energy Independence Fund, Inc.s (NDP) primary investment objective is to provide a high level of total return, with an emphasis on current distributions. We seek to provide stockholders an efficient vehicle to invest in a portfolio consisting primarily of equity securities of companies that provide access to North American oil and gas production growth, which supports North American energy independence through reduced reliance on foreign energy sources. We focus primarily on North American energy companies that engage in the exploration and production of crude oil, condensate, natural gas and natural gas liquids (NGLs) that generally have a strong presence in North American oil and gas reservoirs, including shale, and, to a lesser extent, on companies that provide associated transportation, processing, storage, servicing and equipment. We also seek to provide current income from gains earned through a covered call option strategy, which consists of writing (selling) call options on selected equity securities in our portfolio.
NDP is a registered non-diversified, closed-end management investment company under the Investment Company Act of 1940, as amended (the 1940 Act), and expects to qualify as a regulated investment company (RIC) under the U.S. Internal Revenue Code of 1986, as amended (the Code). Tortoise Capital Advisors, L.L.C. (the Adviser) serves as investment adviser.
Company update
Market values of our investments increased during the quarter, contributing to an increase in total assets of approximately $20.0 million since November 30, 2013. Distribution increases from our investments were in-line with our expectations and average total assets increased slightly during the quarter. We maintained our quarterly distribution of $0.4375 per share. Additional information on these events and results of our operations are discussed below.
Critical accounting policies
The financial statements are based on the selection and application of critical accounting policies, which require management to make significant estimates and assumptions. Critical accounting policies are those that are both important to the presentation of our financial condition and results of operations and require managements most difficult, complex, or subjective judgments. Our critical accounting policies are those applicable to the valuation of investments and certain revenue recognition matters as discussed in Note 2 in the Notes to Financial Statements.
Determining distributions to stockholders
We pay quarterly distributions based primarily upon our current and estimated future distributable cash flow (DCF). In addition, and to the extent that the sum of our net investment company taxable income and net realized gains from investments exceed our quarterly distributions, we intend to make an additional distribution to common stockholders in the last quarter of the calendar year in order to avoid being subject to U.S. federal income taxes. Our Board of Directors reviews the distribution rate quarterly and may adjust the quarterly distribution throughout the year.
Determining DCF
DCF is income from investments less expenses. Income from investments includes the amount we receive as cash or paid-in-kind distributions from common stock, master limited partnerships (MLPs) or affiliates of MLPs in which we invest and dividend payments on short-term investments we own. Income also includes the premiums received from sales of covered call options, net of amounts paid to buy back out of the money options. The total expenses include current or anticipated operating expenses and leverage costs.
Tortoise Energy Independence Fund, Inc. | www.tortoiseadvisors.com |
6 | 2014 1st Quarter Report |
Managements
Discussion (unaudited)
(continued)
The Key Financial Data table discloses the calculation of DCF and should be read in conjunction with this discussion. The difference between income from investments in the DCF calculation and total investment income as reported in the Statement of Operations, is reconciled as follows: (1) GAAP recognizes that a significant portion of the cash distributions received from our investments are characterized as a return of capital and therefore excluded from investment income, whereas the DCF calculation includes the return of capital; (2) income from investments in the DCF calculation includes the value of dividends paid-in-kind (additional stock or units), whereas such amounts are not included as income for GAAP purposes; and (3) net premiums on options written (premiums received less amounts paid to buy back out of the money options) with expiration dates during our fiscal quarter are included in the DCF calculation, whereas GAAP recognizes the net effect of options written as realized and unrealized gains (losses). A reconciliation of Net Investment Income to DCF is included below.
Income from investments
We seek to achieve our investment objectives by investing in a portfolio consisting primarily of equity securities of companies that provide access to North American oil and gas production growth. We evaluate each holding based upon its contribution to our investment income and its risk relative to other potential investments.
We focus primarily on North American energy companies that engage in the exploration and production of crude oil, condensate, natural gas and NGLs that generally have a strong presence in North American oil and gas reservoirs, including shale.
We also seek to provide current income from gains earned through a covered call option strategy, which consists of writing (selling) call options on selected equity securities in our portfolio. We typically aim to write call options that are approximately 5 to 15 percent out-of-the-money on approximately 40 percent of our portfolio, although we may adjust these targets depending on market volatility and other market conditions.
Total distributions received from our investments and option strategy for the 1st quarter 2014 were approximately $7.6 million, including earnings on our investments of $3.1 million and net premiums on options written of approximately $4.5 million. This represents an increase of approximately 4.3 percent as compared to 1st quarter 2013 and a decrease of approximately 6.4 percent as compared to 4th quarter 2013. Distributions from investments in the 1st quarter 2014 were impacted by one portfolio company that changed the timing of its distribution payment which shifted approximately $102,000 of distributions to NDP from the 1st quarter 2014 to the 2nd quarter 2014, as well as the impact of various portfolio trading and merger activity that resulted in a lower overall yield on our investments. In addition, while net premiums on options written in the 1st quarter 2014 declined approximately $0.3 million from 4th quarter 2013, the amount received during 1st quarter 2014 is in line with our expectations given the targets indicated above in the current market environment. On an annualized basis, the total received from investments for the 1st quarter 2014 equates to 6.86 percent of our average total assets for the quarter as compared to 7.31 percent for 4th quarter 2013.
Expenses
We incur two types of expenses: (1) operating expenses, consisting primarily of the advisory fee; and (2) leverage costs. On a percentage basis, operating expenses before leverage costs were an annualized 1.08 percent of average total assets for the 1st quarter 2014, a decrease of 0.01 percent as compared to 4th quarter 2013 and 0.02 percent as compared to 1st quarter 2013. While the contractual advisory fee is 1.10 percent of average monthly managed assets, the Adviser has agreed to waive an amount equal to 0.15 percent of average monthly managed assets through December 31, 2014 and 0.10 percent of average monthly managed assets for the period from January 1, 2015 through December 31, 2016.
Leverage costs consist of the interest expense on our margin borrowing facility, which will vary from period to period as the facility has a variable interest rate. Detailed information on our margin borrowing facility is included in the Liquidity and Capital Resources section below. Total leverage costs for DCF purposes were approximately $145,000 for the 1st quarter 2014, a slight decrease as compared to 4th quarter 2013.
The average annualized total cost of leverage was 1.05 percent as of February 28, 2014. Interest accrues on the margin facility at a rate equal to 1-month LIBOR plus 0.85 percent and unused balances are subject to a fee of 0.25 percent. The annual rate of leverage may vary in future periods as a result of changes in LIBOR and the utilization of our margin facility. Additional information on our leverage is disclosed below in Liquidity and Capital Resources and in our Notes to Financial Statements.
Distributable cash flow and capital gains
For 1st quarter 2014, our DCF was approximately $6.3 million, an increase of 2.8 percent as compared to 1st quarter 2013 and a decrease of 7.4 percent as compared to 4th quarter 2013. This is the net result of the changes in income and
Tortoise Energy Independence Fund, Inc. | www.tortoiseadvisors.com |
2014 1st Quarter Report | 7 |
Managements
Discussion (unaudited)
(continued)
expenses as described above. This equates to an annualized rate of 5.78 percent of average total assets for the quarter and 6.55 percent of average net assets for the quarter. In addition, we had net realized gains on investments of approximately $11.8 million during the period.
We paid a distribution of approximately $6.4 million, or $0.4375 per share, during the quarter, unchanged from the 4th quarter 2013.
Net Investment Loss on the Statement of Operations is adjusted as follows to reconcile to DCF for 1st quarter 2014 (in thousands):
1st Qtr 2014 | ||||||
Net Investment Loss | $ | (75 | ) | |||
Adjustments to reconcile to DCF: | ||||||
Net premiums on options written | 4,486 | |||||
Distributions characterized as return of capital | 1,431 | |||||
Dividends paid in stock | 422 | |||||
DCF | $ | 6,264 |
Liquidity and capital resources
We had total assets of approximately $462.6 million at quarter-end. Our total assets reflect the value of our investments, which are itemized in the Schedule of Investments. It also reflects cash, interest and receivables and any expenses that may have been prepaid. During 1st quarter 2014, total assets increased approximately $20.0 million. This change was primarily the result of a $20.9 million increase in the value of our investments as reflected by the change in realized and unrealized gains on investments (excluding return of capital on distributions) and net sales during the quarter of approximately $0.9 million.
Total leverage outstanding at February 28, 2014 was $55.7 million, a decrease of $0.6 million as compared to November 30, 2013. Total leverage represented 12.0 percent of total assets at February 28, 2014, a decrease from 12.7 percent at November 30, 2013 and an increase from 10.9 percent at February 28, 2014. Our leverage as a percent of total assets is within our long-term target level of 10 to 15 percent of total assets. This allows the opportunity to add leverage when compelling investment opportunities arise. Temporary increases to up to 20 percent of our total assets may be permitted, provided that such leverage is consistent with the limits set forth in the 1940 Act, and that such leverage is expected to be reduced over time in an orderly fashion to reach our long-term target.
Our leverage ratio is impacted by increases or decreases in market values of our investments, issuance of equity and/or the sale of securities where proceeds are used to reduce leverage.
We use leverage to acquire investments consistent with our investment philosophy. The terms of our leverage are governed by regulatory and contractual asset coverage requirements that arise from the use of leverage. Additional information on our leverage and asset coverage requirements is discussed in Note 10 in the Notes to Financial Statements. Our coverage ratios are updated each week on our Web site at www.tortoiseadvisors.com.
Taxation of our distributions
We expect that distributions paid on common shares will generally consist of: (i) investment company taxable income (ICTI) which includes ordinary income net of deductions plus any short-term capital gains in excess of net long-term capital losses (under current law, distributions of ICTI may be designated as qualified dividend income (QDI) to the extent of any QDI received from our investment in common stocks); (ii) long-term capital gain (net gain from the sale of a capital asset held longer than 12 months over net short-term capital losses) and (iii) return of capital. The QDI and long-term capital gain tax rates are variable based on the taxpayers taxable income.
We may designate a portion of our quarterly distributions as capital gains and we may also distribute additional capital gains in the last calendar quarter if necessary to meet minimum distribution requirements and to avoid being subject to excise taxes. If, however, we elect to retain any capital gains, we will be subject to U.S. capital gains taxes. The payment of those taxes will flow-through to stockholders as a tax credit to apply against their U.S. income tax payable on the deemed distribution of the retained capital gain.
For tax purposes, distributions paid to common stockholders for the calendar year ended December 31, 2013 were approximately 15 percent QDI, 79 percent ordinary dividend income, 3 percent long-term capital gain, and 3 percent return of capital. A holder of our common stock would reduce their cost basis for income tax purposes by the amount designated as return of capital. This information is reported to stockholders on Form 1099-DIV and is available on our Web site at www.tortoiseadvisors.com.
Tortoise Energy Independence Fund, Inc. | www.tortoiseadvisors.com |
8 | 2014 1st Quarter Report |
Schedule of
Investments (unaudited)
February 28, 2014
Shares | Fair Value | ||||
Common Stock 82.7%(1) | |||||
Crude/Refined Products Pipelines 0.6%(1) | |||||
United States 0.6%(1) | |||||
Plains GP Holdings, L.P.(2) | 91,716 | $ | 2,568,048 | ||
Natural Gas Pipelines 4.4%(1) | |||||
United States 4.4%(1) | |||||
EQT Corporation(3) | 173,400 | 17,737,086 | |||
Oil and Gas Production 77.7%(1) | |||||
Canada 9.5%(1) | |||||
ARC Resources Ltd. | 334,600 | 9,026,011 | |||
Cenovus Energy Inc. | 153,200 | 4,061,332 | |||
Crescent Point Energy Corp. | 285,700 | 10,026,462 | |||
Enerplus Corporation | 275,800 | 5,466,356 | |||
Penn West Petroleum Ltd. | 6,400 | 52,608 | |||
Suncor Energy Inc.(3) | 286,100 | 9,452,744 | |||
The Netherlands 2.1%(1) | |||||
Royal Dutch Shell plc (ADR)(2) | 114,500 | 8,343,615 | |||
United Kingdom 2.4%(1) | |||||
BP p.l.c. (ADR) | 192,800 | 9,757,608 | |||
United States 63.7%(1) | |||||
Anadarko Petroleum Corporation(3) | 314,800 | 26,493,568 | |||
Antero Resources Corporation(4) | 150,610 | 9,087,807 | |||
Apache Corporation(3) | 111,100 | 8,809,119 | |||
Cabot Oil & Gas Corporation | 327,600 | 11,466,000 | |||
Chesapeake Energy Corporation(3) | 478,400 | 12,395,344 | |||
Chevron Corporation | 70,400 | 8,119,232 | |||
Concho Resources Inc.(3)(4) | 66,200 | 8,018,806 | |||
ConocoPhillips | 138,700 | 9,223,550 | |||
Continental Resources, Inc.(3)(4) | 177,200 | 21,178,944 | |||
EOG Resources, Inc.(3) | 174,800 | 33,110,616 | |||
Hess Corporation | 25,700 | 2,056,771 | |||
Jones Energy, Inc.(4) | 162,300 | 2,535,126 | |||
Marathon Oil Corporation(3) | 280,400 | 9,393,400 | |||
Noble Energy, Inc.(3) | 124,300 | 8,546,868 | |||
Occidental Petroleum Corporation | 239,000 | 23,068,280 | |||
Pioneer Natural Resources Company(3) | 166,500 | 33,496,470 | |||
Range Resources Corporation(3) | 224,200 | 19,292,410 | |||
Rice Energy Inc.(4) | 52,646 | 1,263,504 | |||
RSP Permian, Inc.(4) | 110,556 | 3,073,457 | |||
Whiting Petroleum Corporation(3)(4) | 82,100 | 5,641,091 | |||
312,457,099 | |||||
Total Common Stock | |||||
(Cost $281,036,434) | 332,762,233 | ||||
Master Limited Partnerships | |||||
and Related Companies 32.0%(1) | |||||
Crude/Refined Products Pipelines 11.3%(1) | |||||
United States 11.3%(1) | |||||
Buckeye Partners, L.P.(2) | 61,200 | 4,481,676 | |||
Enbridge Energy Management, L.L.C.(2)(5) | 426,508 | 11,409,091 | |||
Magellan Midstream Partners, L.P.(2) | 92,000 | 6,225,640 | |||
MPLX LP(2) | 117,232 | 5,722,094 | |||
Phillips 66 Partners LP(2) | 65,900 | 3,019,538 | |||
Plains All American Pipeline, L.P.(2) | 179,229 | 9,708,835 | |||
Rose Rock Midstream, L.P.(2) | 32,489 | 1,264,472 | |||
Tesoro Logistics LP(2) | 47,000 | 2,829,400 | |||
Valero Energy Partners LP(2) | 26,106 | 965,661 | |||
45,626,407 | |||||
Natural Gas/Natural Gas Liquids Pipelines 7.6%(1) | |||||
United States 7.6%(1) | |||||
Energy Transfer Partners, L.P.(2) | 77,700 | 4,314,681 | |||
Enterprise Products Partners L.P.(2) | 141,100 | 9,469,221 | |||
Kinder Morgan Management, LLC(2)(5) | 115,000 | 8,026,977 | |||
Regency Energy Partners LP(2) | 222,350 | 5,836,688 | |||
Williams Partners L.P.(2) | 57,300 | 2,842,653 | |||
30,490,220 | |||||
Natural Gas Gathering/Processing 4.5%(1) | |||||
United States 4.5%(1) | |||||
Access Midstream Partners, L.P.(2) | 58,900 | 3,324,905 | |||
Crosstex Energy, L.P.(2) | 86,700 | 2,678,163 | |||
DCP Midstream Partners, LP(2) | 94,524 | 4,612,771 | |||
Targa Resources Partners LP(2) | 95,800 | 5,143,502 | |||
Western Gas Partners LP(2) | 34,300 | 2,170,847 | |||
17,930,188 |
See accompanying Notes to Financial Statements.
Tortoise Energy Independence Fund, Inc. | www.tortoiseadvisors.com |
2014 1st Quarter Report | 9 |
Schedule of
Investments (unaudited)
(continued)
February 28,
2014
Shares | Fair Value | ||||
Oil and Gas Production 8.6%(1) | |||||
United States 8.6%(1) | |||||
BreitBurn Energy Partners L.P.(2) | 621,400 | $ | 12,421,786 | ||
EV Energy Partners, L.P.(2) | 82,800 | 2,904,624 | |||
Legacy Reserves, L.P.(2) | 486,608 | 12,846,451 | |||
Vanguard Natural Resources, LLC(2) | 212,100 | 6,333,306 | |||
34,506,167 | |||||
Total Master Limited Partnerships | |||||
and Related Companies (Cost $115,315,842) | 128,552,982 | ||||
Short-Term Investment 0.1%(1) | |||||
United States Investment Company 0.1%(1) | |||||
Fidelity Institutional Money Market Portfolio | |||||
Class I, 0.04%(6) (Cost $492,574) | 492,574 | 492,574 | |||
Total Investments 114.8%(1) | |||||
(Cost $396,844,850) | 461,807,789 | ||||
Total Value of Options Written | |||||
(Premiums received $1,607,046) (0.4%)(1) | (1,598,527 | ) | |||
Other Assets and Liabilities (14.4%)(1) | (58,071,755 | ) | |||
Total Net Assets Applicable to | |||||
Common Stockholders 100.0%(1) | $ | 402,137,507 |
(1) | Calculated as a percentage of net assets applicable to common stockholders. |
(2) | All or a portion of the security is segregated as collateral for the margin borrowing facility. See Note 10 to the financial statements for further disclosure. |
(3) | All or a portion of the security represents cover for outstanding call option contracts written. |
(4) | Non-income producing security. |
(5) | Security distributions are paid-in-kind. |
(6) | Rate indicated is the current yield as of February 28, 2014. |
Key to
abbreviation
ADR = American
Depository Receipts
See accompanying Notes to Financial Statements.
Tortoise Energy Independence Fund, Inc. | www.tortoiseadvisors.com |
10 | 2014 1st Quarter Report |
Schedule of Options
Written (unaudited)
February 28, 2014
Expiration | Strike | Fair | |||||||||||
Call Options Written | Date | Price | Contracts | Value | |||||||||
Anadarko Petroleum Corporation | March 2014 | $ | 90.00 | 1,574 | $ | (45,646 | ) | ||||||
Apache Corporation | March 2014 | 87.50 | 1,111 | (9,999 | ) | ||||||||
Chesapeake Energy Corporation | March 2014 | 29.00 | 4,784 | (38,272 | ) | ||||||||
Concho Resources Inc. | March 2014 | 125.00 | 662 | (113,202 | ) | ||||||||
Continental Resources, Inc. | March 2014 | 130.00 | 1,772 | (106,320 | ) | ||||||||
EOG Resources, Inc. | March 2014 | 195.00 | 1,748 | (342,608 | ) | ||||||||
EQT Corporation | March 2014 | 105.00 | 868 | (104,160 | ) | ||||||||
EQT Corporation | March 2014 | 110.00 | 866 | (28,145 | ) | ||||||||
Marathon Oil Corporation | March 2014 | 35.00 | 2,804 | (39,256 | ) | ||||||||
Noble Energy, Inc. | March 2014 | 75.00 | 1,243 | (15,537 | ) | ||||||||
Pioneer Natural Resources Company | March 2014 | 205.00 | 300 | (138,000 | ) | ||||||||
Pioneer Natural Resources Company | March 2014 | 210.00 | 504 | (141,120 | ) | ||||||||
Pioneer Natural Resources Company | March 2014 | 215.00 | 802 | (136,340 | ) | ||||||||
Range Resources Corporation | March 2014 | 92.50 | 2,242 | (98,648 | ) | ||||||||
Suncor Energy Inc. | March 2014 | 35.00 | 2,861 | (22,888 | ) | ||||||||
Whiting Petroleum Corporation | March 2014 | 67.50 | 821 | (218,386 | ) | ||||||||
Total Value of Call Options Written | |||||||||||||
(Premiums received $1,607,046) | $ | (1,598,527 | ) |
See accompanying Notes to Financial Statements.
Tortoise Energy Independence Fund, Inc. | www.tortoiseadvisors.com |
2014 1st Quarter Report | 11 |
Statement of Assets
& Liabilities (unaudited)
February
28, 2014
Assets | ||||
Investments at fair value (cost $396,844,850) | $ | 461,807,789 | ||
Cash | 73,134 | |||
Receivable for Adviser fee waiver | 107,715 | |||
Dividends and distributions receivable | 592,729 | |||
Prepaid expenses and other assets | 64,506 | |||
Total assets | 462,645,873 | |||
Liabilities | ||||
Options written, at fair value | ||||
(premiums received $1,607,046) | 1,598,527 | |||
Payable to Adviser | 789,910 | |||
Payable for investments purchased | 2,296,667 | |||
Accrued expenses and other liabilities | 123,262 | |||
Short-term borrowings | 55,700,000 | |||
Total liabilities | 60,508,366 | |||
Net assets applicable to | ||||
common stockholders | $ | 402,137,507 | ||
Net Assets Applicable to Common Stockholders Consist of: | ||||
Capital stock, $0.001 par value; | ||||
14,516,071 shares issued and outstanding | ||||
(100,000,000 shares authorized) | $ | 14,516 | ||
Additional paid-in capital | 339,839,583 | |||
Accumulated net realized loss | (2,688,430 | ) | ||
Net unrealized appreciation | 64,971,838 | |||
Net assets applicable to | ||||
common stockholders | $ | 402,137,507 | ||
Net Asset Value per common share outstanding | ||||
(net assets applicable to common stock, | ||||
divided by common shares outstanding) | $ | 27.70 |
Statement of
Operations (unaudited)
Period from December 1, 2013
through
February 28, 2014
Investment Income | ||||
Distributions from master limited partnerships | $ | 1,547,201 | ||
Dividends and distributions from common stock | ||||
(net of foreign taxes withheld of $80,660) | 1,154,603 | |||
Less return of capital on distributions | (1,431,178 | ) | ||
Net distributions and dividends from investments | 1,270,626 | |||
Dividends from money market mutual funds | 21 | |||
Total Investment Income | 1,270,647 | |||
Operating Expenses | ||||
Advisory fees | 1,200,922 | |||
Administrator fees | 43,711 | |||
Professional fees | 37,108 | |||
Directors fees | 22,158 | |||
Stockholder communication expenses | 18,472 | |||
Fund accounting fees | 14,628 | |||
Custodian fees and expenses | 6,437 | |||
Registration fees | 6,010 | |||
Stock transfer agent fees | 3,024 | |||
Other operating expenses | 12,210 | |||
Total Operating Expenses | 1,364,680 | |||
Leverage Expenses | ||||
Interest expense | 145,485 | |||
Total Expenses | 1,510,165 | |||
Less fees waived by Adviser | (163,762 | ) | ||
Net Expenses | 1,346,403 | |||
Net Investment Loss | (75,756 | ) | ||
Realized and Unrealized Gains (Losses) | ||||
Net realized gain on investments, including | ||||
foreign currency gain (loss) | 11,812,587 | |||
Net realized gain on options | 2,511,791 | |||
Net realized loss on foreign currency | ||||
and translation of other assets and | ||||
liabilities denominated in foreign currency | (1,481 | ) | ||
Net realized gain | 14,322,897 | |||
Net unrealized appreciation of investments, | ||||
including foreign currency gain (loss) | 10,552,418 | |||
Net unrealized depreciation of options | (782,538 | ) | ||
Net unrealized appreciation of other assets | ||||
and liabilities due to foreign currency translation | 608 | |||
Net unrealized appreciation | 9,770,488 | |||
Net Realized and Unrealized Gains | 24,093,385 | |||
Net Increase in Net Assets Applicable | ||||
to Common Stockholders | ||||
Resulting from Operations | $ | 24,017,629 |
See accompanying Notes to Financial Statements.
Tortoise Energy Independence Fund, Inc. | www.tortoiseadvisors.com |
12 | 2014 1st Quarter Report |
Statement of Changes in Net Assets
Period from | ||||||||||||
December 1, 2013 | ||||||||||||
through | Year Ended | |||||||||||
February 28, 2014 | November 30, 2013 | |||||||||||
(unaudited) | ||||||||||||
Operations | ||||||||||||
Net investment income (loss) | $ | (75,756 | ) | $ | 163,902 | |||||||
Net realized gain | 14,322,897 | 9,178,359 | ||||||||||
Net unrealized appreciation | 9,770,488 | 70,552,526 | ||||||||||
Net increase in net assets applicable to common stockholders | ||||||||||||
resulting from operations | 24,017,629 | 79,894,787 | ||||||||||
Distributions to Common Stockholders | ||||||||||||
Net investment income | (1,908,102 | ) | (3,995,630 | ) | ||||||||
Net realized gain | | (20,541,811 | ) | |||||||||
Return of capital | (4,442,679 | ) | (855,296 | ) | ||||||||
Total distributions to common stockholders | (6,350,781 | ) | (25,392,737 | ) | ||||||||
Capital Stock Transactions | ||||||||||||
Issuance of 11,871 common shares from reinvestment of | ||||||||||||
distributions to stockholders | | 292,620 | ||||||||||
Net increase in net assets applicable to common stockholders | ||||||||||||
from capital stock transactions | | 292,620 | ||||||||||
Total increase in net assets applicable to common stockholders | 17,666,848 | 54,794,670 | ||||||||||
Net Assets | ||||||||||||
Beginning of period | 384,470,659 | 329,675,989 | ||||||||||
End of period | $ | 402,137,507 | $ | 384,470,659 | ||||||||
Undistributed net investment income, end of period | $ | | $ | 1,983,858 |
See accompanying Notes to Financial Statements.
Tortoise Energy Independence Fund, Inc. | www.tortoiseadvisors.com |
2014 1st Quarter Report | 13 |
Statement of Cash
Flows (unaudited)
Period from December 1, 2013 through
February 28, 2014
Cash Flows From Operating Activities | ||||
Distributions received from master limited partnerships | $ | 1,547,201 | ||
Dividends and distributions received from common stock and money market mutual funds | 1,151,499 | |||
Purchases of long-term investments | (33,750,890 | ) | ||
Proceeds from sales of long-term investments | 37,331,363 | |||
Purchases of short-term investments, net | (370,524 | ) | ||
Call options written, net | 2,570,715 | |||
Interest expense paid | (147,170 | ) | ||
Operating expenses paid | (1,308,279 | ) | ||
Net cash provided by operating activities | 7,023,915 | |||
Cash Flows From Financing Activities | ||||
Advances from margin loan facility | 9,800,000 | |||
Repayments on margin loan facility | (10,400,000 | ) | ||
Distributions paid to common stockholders | (6,350,781 | ) | ||
Net cash used in financing activities | (6,950,781 | ) | ||
Net change in cash | 73,134 | |||
Cash beginning of period | | |||
Cash end of period | $ | 73,134 | ||
Reconciliation of net increase in net assets applicable to common stockholders | ||||
resulting from operations to net cash provided by operating activities | ||||
Net increase in net assets applicable to common stockholders resulting from operations | $ | 24,017,629 | ||
Adjustments to reconcile net increase in net assets applicable to common stockholders | ||||
resulting from operations to net cash provided by operating activities: | ||||
Purchases of long-term investments | (35,865,631 | ) | ||
Proceeds from sales of long-term investments | 37,149,706 | |||
Purchases of short-term investments, net | (370,524 | ) | ||
Call options written, net | 2,570,715 | |||
Return of capital on distributions received | 1,431,178 | |||
Net unrealized appreciation | (9,770,488 | ) | ||
Net realized gain | (14,322,897 | ) | ||
Changes in operating assets and liabilities: | ||||
Increase in dividends and distributions receivable | (3,125 | ) | ||
Increase in prepaid expenses and other assets | (51,416 | ) | ||
Decrease in receivable for investments sold | 181,657 | |||
Increase in payable for investments purchased | 2,114,741 | |||
Decrease in payable to Adviser, net of fees waived | (35,433 | ) | ||
Decrease in accrued expenses and other liabilities | (22,197 | ) | ||
Total adjustments | (16,993,714 | ) | ||
Net cash provided by operating activities | $ | 7,023,915 |
See accompanying Notes to Financial Statements.
Tortoise Energy Independence Fund, Inc. | www.tortoiseadvisors.com |
14 | 2014 1st Quarter Report |
Financial Highlights
Period from | Period from | |||||||||||||||
December 1, 2013 | July 31, 2012(1) | |||||||||||||||
through | Year Ended | through | ||||||||||||||
February 28, 2014 | November 30, 2013 | November 30, 2012 | ||||||||||||||
(unaudited) | ||||||||||||||||
Per Common Share Data(2) | ||||||||||||||||
Net Asset Value, beginning of period | $ | 26.49 | $ | 22.73 | $ | | ||||||||||
Public offering price | | | 25.00 | |||||||||||||
Income (loss) from Investment Operations | ||||||||||||||||
Net investment income (loss)(3) | (0.01 | ) | 0.01 | 0.04 | ||||||||||||
Net realized and unrealized gains (losses)(3) | 1.66 | 5.50 | (0.65 | ) | ||||||||||||
Total income (loss) from investment operations | 1.65 | 5.51 | (0.61 | ) | ||||||||||||
Distributions to Common Stockholders | ||||||||||||||||
Net investment income | (0.13 | ) | (0.27 | ) | (0.03 | ) | ||||||||||
Net realized gain | | (1.42 | ) | (0.36 | ) | |||||||||||
Return of capital | (0.31 | ) | (0.06 | ) | (0.05 | ) | ||||||||||
Total distributions to common stockholders | (0.44 | ) | (1.75 | ) | (0.44 | ) | ||||||||||
Underwriting discounts and offering costs on | ||||||||||||||||
issuance of common stock(4) | | | (1.22 | ) | ||||||||||||
Net Asset Value, end of period | $ | 27.70 | $ | 26.49 | $ | 22.73 | ||||||||||
Per common share market value, end of period | $ | 24.61 | $ | 24.08 | $ | 22.33 | ||||||||||
Total Investment Return Based on Market Value(5)(6) | 4.01 | % | 15.83 | % | (8.89 | )% | ||||||||||
Supplemental Data and Ratios | ||||||||||||||||
Net assets applicable to common stockholders, | ||||||||||||||||
end of period (000s) | $ | 402,138 | $ | 384,471 | $ | 329,676 | ||||||||||
Average net assets (000s) | $ | 387,650 | $ | 366,900 | $ | 334,232 | ||||||||||
Ratio of Expenses to Average Net Assets(7) | ||||||||||||||||
Advisory fees | 1.26 | % | 1.25 | % | 1.18 | % | ||||||||||
Other operating expenses | 0.17 | 0.16 | 0.20 | |||||||||||||
Total operating expenses, before fee waiver | 1.43 | 1.41 | 1.38 | |||||||||||||
Fee waiver | (0.17 | ) | (0.17 | ) | (0.16 | ) | ||||||||||
Total operating expenses | 1.26 | 1.24 | 1.22 | |||||||||||||
Leverage expenses | 0.15 | 0.16 | 0.10 | |||||||||||||
Total expenses | 1.41 | % | 1.40 | % | 1.32 | % | ||||||||||
Ratio of net investment income (loss) to average net assets | ||||||||||||||||
before fee waiver(7) | (0.25 | )% | (0.13 | )% | 0.38 | % | ||||||||||
Ratio of net investment income (loss) to average net assets | ||||||||||||||||
after fee waiver(7) | (0.08 | )% | 0.04 | % | 0.54 | % | ||||||||||
Portfolio turnover rate | 7.98 | % | 45.56 | % | 15.68 | % | ||||||||||
Short-term borrowings, end of period (000s) | $ | 55,700 | $ | 56,300 | $ | 49,000 | ||||||||||
Asset coverage, per $1,000 of principal amount | ||||||||||||||||
of short-term borrowings(8) | $ | 8,220 | $ | 7,829 | $ | 7,728 | ||||||||||
Asset coverage ratio of short-term borrowings(8) | 822 | % | 783 | % | 773 | % |
(1) | Commencement of Operations. |
(2) | Information presented relates to a share of common stock outstanding for the entire period. |
(3) | The per common share data for the period from July 31, 2012 through November 30, 2012 do not reflect the change in estimate of investment income and return of capital. See Note 2C to the financial statements for further disclosure. |
(4) | Represents the dilution per common share from underwriting and other offering costs for the period from July 31, 2012 through November 30, 2012. |
(5) | Not annualized for periods less than one full year. |
(6) | Total investment return is calculated assuming a purchase of common stock at the beginning of the period (or initial public offering price) and a sale at the closing price on the last day of the period reported (excluding brokerage commissions). The calculation also assumes reinvestment of distributions at actual prices pursuant to the Companys dividend reinvestment plan. |
(7) | Annualized for periods less than one full year. |
(8) | Represents value of total assets less all liabilities and indebtedness not represented by short-term borrowings at the end of the period divided by short-term borrowings outstanding at the end of the period. |
See accompanying Notes to Financial Statements.
Tortoise Energy Independence Fund, Inc. | www.tortoiseadvisors.com |
2014 1st Quarter Report | 15 |
Notes to Financial
Statements (unaudited)
February 28, 2014
1. Organization
Tortoise Energy Independence Fund, Inc. (the Company) was organized as a Maryland corporation on April 11, 2012, and is a non-diversified, closed-end management investment company under the Investment Company Act of 1940, as amended (the 1940 Act). The Companys primary investment objective is to provide a high level of total return, with an emphasis on current distributions. The Company seeks to provide its stockholders an efficient vehicle to invest in a portfolio consisting primarily of equity securities of North American energy companies. The Company commenced operations on July 31, 2012. The Companys stock is listed on the New York Stock Exchange under the symbol NDP.
2. Significant accounting policies
A. Use of
estimates
The preparation of
financial statements in conformity with U.S. generally accepted accounting
principles requires management to make estimates and assumptions that affect the
reported amount of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the financial statements. Actual results could
differ from those estimates.
B. Investment
valuation
The Company primarily owns
securities that are listed on a securities exchange or over-the-counter market.
The Company values those securities at their last sale price on that exchange or
over-the-counter market on the valuation date. If the security is listed on more
than one exchange, the Company uses the price of the exchange that it considers
to be the principal exchange on which the security is traded. Securities listed
on the NASDAQ will be valued at the NASDAQ Official Closing Price, which may not
necessarily represent the last sale price. If there has been no sale on such
exchange or over-the-counter market on such day, the security will be valued at
the mean between the last bid price and last ask price on such day.
The Company may invest up to 30 percent of its total assets in unregistered or otherwise restricted securities. Restricted securities are subject to statutory or contractual restrictions on their public resale, which may make it more difficult to obtain a valuation and may limit the Companys ability to dispose of them. Investments in restricted securities and other securities for which market quotations are not readily available will be valued in good faith by using fair value procedures approved by the Board of Directors. Such fair value procedures consider factors such as discounts to publicly traded issues, time until conversion date, securities with similar yields, quality, type of issue, coupon, duration and rating. If events occur that will affect the value of the Companys portfolio securities before the net asset value has been calculated (a significant event), the portfolio securities so affected will generally be priced using fair value procedures. The Company did not hold any restricted securities at February 28, 2014.
An equity security of a publicly traded company acquired in a direct placement transaction may be subject to restrictions on resale that can affect the securitys liquidity and fair value. Such securities that are convertible or otherwise will become freely tradable will be valued based on the market value of the freely tradable security less an applicable discount. Generally, the discount will initially be equal to the discount at which the Company purchased the securities. To the extent that such securities are convertible or otherwise become freely tradable within a time frame that may be reasonably determined, an amortization schedule may be used to determine the discount.
Exchange-traded options are valued at the mean of the highest bid and lowest asked prices across all option exchanges.
The Company generally values debt securities at prices based on market quotations for such securities, except those securities purchased with 60 days or less to maturity are valued on the basis of amortized cost, which approximates market value.
C. Security transactions and
investment income
Security
transactions are accounted for on the date the securities are purchased or sold
(trade date). Realized gains and losses are reported on an identified cost
basis. Interest income is recognized on the accrual basis, including
amortization of premiums and accretion of discounts. Dividend income and
distributions are recorded on the ex-dividend date. Distributions received from
investments generally are comprised of ordinary income and return of capital.
The Company allocates distributions between investment income and return of
capital based on estimates made at the time such distributions are received.
Such estimates are based on information provided by each portfolio company and
other industry sources. These estimates may subsequently be revised based on
actual allocations received from the portfolio companies after their tax
reporting periods are concluded, as the actual character of these distributions
is not known until after the fiscal year end of the Company.
For the period from December 1, 2013 through February 28, 2014, the Company estimated the allocation of investment income and return of capital for distributions and dividends
Tortoise Energy Independence Fund, Inc. | www.tortoiseadvisors.com |
16 | 2014 1st Quarter Report |
Notes to Financial Statements (unaudited) (continued)
received from investments within the Statement of Operations. For this period, the Company has estimated approximately 47 percent as investment income and approximately 53 percent as return of capital.
In addition, the Company may be subject to withholding taxes on foreign-sourced income. The Company accrues such taxes when the related income is earned.
D. Foreign currency
translation
For foreign currency,
investments in foreign securities, and other assets and liabilities denominated
in a foreign currency, the Company translates these amounts into U.S. dollars on
the following basis: (i) market value of investment securities, assets and
liabilities at the current rate of exchange on the valuation date, and (ii)
purchases and sales of investment securities, income and expenses at the
relevant rates of exchange on the respective dates of such transactions. The
Company does not isolate that portion of gains and losses on investments that is
due to changes in the foreign exchange rates from that which is due to changes
in market prices of equity securities.
E. Distributions to stockholders
Distributions to common stockholders
are recorded on the ex-dividend date. The Company intends to make quarterly cash
distributions of its investment company taxable income to common stockholders.
In addition, on an annual basis, the Company may distribute additional capital
gains in the last calendar quarter if necessary to meet minimum distribution
requirements and thus avoid being subject to excise taxes. The amount of any
distributions will be determined by the Board of Directors. The character of
distributions to common stockholders made during the year may differ from their
ultimate characterization for federal income tax purposes. Distributions paid to
stockholders in excess of investment company taxable income and net realized
gains will be treated as return of capital to stockholders.
For the year ended November 30, 2013, the Companys distributions to common stockholders for tax purposes were comprised of 94 percent dividend income, 3 percent long-term capital gain, and 3 percent return of capital. The tax character of distributions paid to common stockholders for the current year will be determined subsequent to November 30, 2014.
F. Federal income
taxation
The Company qualifies as a
regulated investment company (RIC) under the U.S. Internal Revenue Code of
1986, as amended (the Code). As a result, the Company generally will not be
subject to U.S. federal income tax on income and gains that it distributes each
taxable year to stockholders if it meets certain minimum distribution
requirements. The Company is required to distribute substantially all of its
income, in addition to other asset diversification requirements. The Company is
subject to a 4 percent non-deductible U.S. federal excise tax on certain
undistributed income unless the Company makes sufficient distributions to
satisfy the excise tax avoidance requirement. The Company invests in MLPs, which
generally are treated as partnerships for federal income tax purposes. As a
limited partner in the MLPs, the Company reports its allocable share of the
MLPs taxable income in computing its own taxable income.
The Company recognizes the tax benefits of uncertain tax positions only when the position is more likely than not to be sustained upon examination by the tax authorities based on the technical merits of the tax position. The Companys policy is to record interest and penalties on uncertain tax positions as part of tax expense. The Company has reviewed all open tax years and major jurisdictions and concluded that there is no tax liability resulting from unrecognized tax benefits relating to uncertain income tax positions taken or expected to be taken on a tax return. All tax years since inception remain open to examination by federal and state tax authorities.
G. Offering
costs
Offering costs related to the
issuance of common stock are charged to additional paid-in capital when the
stock is issued.
H. Derivative financial
instruments
The Company seeks to
provide current income from gains earned through an option strategy which will
normally consist of writing (selling) call options on selected equity securities
in the portfolio (covered calls). The premium received on a written call
option will initially be recorded as a liability and subsequently adjusted to
the then current fair value of the option written. Premiums received from
writing call options that expire unexercised will be recorded as a realized gain
on the expiration date. Premiums received from writing call options that are
exercised will be added to the proceeds from the sale of the underlying
security
Tortoise Energy Independence Fund, Inc. | www.tortoiseadvisors.com |
2014 1st Quarter Report | 17 |
Notes to Financial Statements (unaudited) (continued)
to calculate the realized gain (loss). If a written call option is repurchased prior to its exercise or expiration, the realized gain (loss) will be the difference between the premium received and the amount paid to repurchase the option.
I.
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 may enter
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.
3. Concentration risk
Under normal circumstances, the Company will have at least 80 percent of its total assets (including any assets obtained through leverage) in equity securities of North American energy companies, including at least 70 percent of its total assets in equity securities of upstream energy companies. The Company considers a company to be a North American energy company if (i) it is organized under the laws of, or maintains its principal place of business in, North America and (ii) at least 50 percent of its assets, cash flow or revenue is associated with the exploration, development, drilling, completion or production of crude oil, condensate, natural gas and natural gas liquids (NGLs), or that provide associated transportation, processing, equipment, storage, and servicing. The Company considers a company to be an upstream energy company if (i) at least 50 percent of its assets, cash flow or revenue is associated with the exploration, development, drilling, completion or production of crude oil, condensate, natural gas and NGLs or (ii) its business is related to energy production or refining as defined by the Standard Industrial Classification (SIC) system. The Company may invest up to 30 percent of its total assets in restricted securities, primarily through direct investments in securities of listed companies. The Company may also invest up to 25 percent of its total assets in securities of MLPs. The Company will not invest in privately-held companies.
4. Agreements
The Company has entered into an Investment Advisory Agreement with the Adviser. Under the terms of the Agreement, the Company pays the Adviser a fee equal to an annual rate of 1.10 percent of the Companys average monthly total assets (including any assets attributable to leverage) minus accrued liabilities (other than debt entered into for purposes of leverage and the aggregate liquidation preference of outstanding preferred stock, if any) (Managed Assets), in exchange for the investment advisory services provided. The Adviser has contractually agreed to waive fees in an amount equal to 0.15 percent of average monthly Managed Assets for the period from the commencement of operations through December 31, 2014 and 0.10 percent of average monthly Managed Assets for the period from January 1, 2015 through December 31, 2016. The waived fees are not subject to recapture by the Adviser.
U.S. Bancorp Fund Services, LLC serves as the Companys administrator. The Company pays the administrator a monthly fee computed at an annual rate of 0.04 percent of the first $1,000,000,000 of the Companys Managed Assets, 0.01 percent on the next $500,000,000 of Managed Assets and 0.005 percent on the balance of the Companys Managed Assets.
Computershare Trust Company, N.A. serves as the Companys transfer agent and registrar and Computershare Inc. serves as the Companys dividend paying agent and agent for the automatic dividend reinvestment plan.
U.S. Bank, N.A. serves as the Companys custodian. The Company pays the custodian a monthly fee computed at an annual rate of 0.004 percent of the average daily market value of the Companys domestic assets and 0.015 percent of the average daily market value of the Companys Canadian Dollar-denominated assets, plus portfolio transaction fees.
5. Income taxes
It is the Companys intention to continue to qualify as a regulated investment company under Subchapter M of the Code and distribute all of its taxable income. Accordingly, no provision for federal income taxes is required in the financial statements.
Tortoise Energy Independence Fund, Inc. | www.tortoiseadvisors.com |
18 | 2014 1st Quarter Report |
Notes to Financial Statements (unaudited) (continued)
The amount and character of income and capital gain distributions to be paid, if any, are determined in accordance with federal income tax regulations, which may differ from U.S. generally accepted accounting principles. These differences are primarily due to differences in the timing of recognition of gains or losses on investments. Permanent book and tax basis differences, if any, may result in reclassifications of undistributed net investment income (loss), accumulated net realized gain (loss) and additional paid-in capital.
As of November 30, 2013, the components of accumulated earnings on a tax basis were as follows:
Unrealized appreciation | $ | 57,141,139 | ||
Other temporary differences* | (16,967,258 | ) | ||
Accumulated earnings | $ | 40,173,881 |
* | Other temporary differences primarily relate to losses deferred under straddle regulations per IRC Code Sec. 1092. |
As of February 28, 2014, the aggregate cost of securities for federal income tax purposes was $393,357,834. The aggregate gross unrealized appreciation for all securities in which there was an excess of fair value over tax cost was $74,310,289, the aggregate gross unrealized depreciation for all securities in which there was an excess of tax cost over fair value was $5,860,334 and the net unrealized appreciation was $68,449,955.
6. Fair value of financial instruments
Various inputs are used in determining the fair value of the Companys financial instruments. These inputs are summarized in the three broad levels listed below:
Level 1 | quoted prices in active markets for identical investments | |
Level 2 | other significant observable inputs (including quoted prices for similar investments, market corroborated inputs, etc.) | |
Level 3 | significant unobservable inputs (including the Companys own assumptions in determining the fair value of investments) |
The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.
The following table provides the fair value measurements of applicable Company assets and liabilities by level within the fair value hierarchy as of February 28, 2014. These assets and liabilities are measured on a recurring basis.
Fair Value at | ||||||||||||||
Description | February 28, 2014 | Level 1 | Level 2 | Level 3 | ||||||||||
Assets | ||||||||||||||
Equity Securities: | ||||||||||||||
Common Stock(a) | $ | 332,762,233 | $ | 332,762,233 | $ | | $ | | ||||||
Master Limited | ||||||||||||||
Partnerships and | ||||||||||||||
Related Companies(a) | 128,552,982 | 128,552,982 | | | ||||||||||
Total Equity Securities | 461,315,215 | 461,315,215 | | | ||||||||||
Other Securities: | ||||||||||||||
Short-Term Investment(b) | 492,574 | 492,574 | | | ||||||||||
Total Assets | $ | 461,807,789 | $ | 461,807,789 | $ | | $ | | ||||||
Liabilities | ||||||||||||||
Written Call Options | $ | 1,598,527 | $ | 1,598,527 | $ | | $ | |
(a) | All other industry classifications are identified in the Schedule of Investments. |
(b) | Short-term investment is a sweep investment for cash balances in the Company at February 28, 2014. |
The Company did not hold any Level 3 securities during the period ended February 28, 2014. The Company utilizes the beginning of reporting period method for determining transfers between levels. There were no transfers between levels for the period ended February 28, 2014.
Valuation
techniques
In general, and where
applicable, the Company uses readily available market quotations based upon the
last updated sales price from the principal market to determine fair value. This
pricing methodology applies to the Companys Level 1 investments and
liabilities.
An equity security of a publicly traded company acquired in a private placement transaction without registration under the Securities Act of 1933, as amended (the 1933 Act), is subject to restrictions on resale that can affect the securitys fair value. If such a security is convertible into publicly-traded common shares, the security generally will be valued at the common share market price adjusted by a percentage discount due to the restrictions and categorized as Level 2 in the fair value hierarchy. If the security has characteristics that are dissimilar to the class of security that trades on the open market, the security will generally be valued and categorized as Level 3 in the fair value hierarchy.
Tortoise Energy Independence Fund, Inc. | www.tortoiseadvisors.com |
2014 1st Quarter Report | 19 |
Notes to Financial Statements (unaudited) (continued)
7. Derivative financial instruments
The Company has adopted the disclosure provisions of FASB Accounting Standard Codification 815, Derivatives and Hedging (ASC 815). ASC 815 requires enhanced disclosures about the Companys use of and accounting for derivative instruments and the effect of derivative instruments on the Companys results of operations and financial position. Tabular disclosure regarding derivative fair value and gain/loss by contract type (e.g., interest rate contracts, foreign exchange contracts, credit contracts, etc.) is required and derivatives accounted for as hedging instruments under ASC 815 must be disclosed separately from those that do not qualify for hedge accounting. Even though the Company may use derivatives in an attempt to achieve an economic hedge, the Companys derivatives are not accounted for as hedging instruments under ASC 815 because investment companies account for their derivatives at fair value and record any changes in fair value in current period earnings.
Transactions in written option contracts for the period from December 1, 2013 through February 28, 2014, are as follows:
Number of | ||||||||
Contracts | Premium | |||||||
Options outstanding at November 30, 2013 | 28,891 | $ | 1,548,122 | |||||
Options written | 88,792 | 4,831,175 | ||||||
Options closed | (71,534 | ) | (3,467,682 | ) | ||||
Options exercised | (216 | ) | (9,967 | ) | ||||
Options expired | (20,971 | ) | (1,294,602 | ) | ||||
Options outstanding at February 28, 2014 | 24,962 | $ | 1,607,046 |
The following table presents the types and fair value of derivatives by location as presented on the Statement of Assets and Liabilities at February 28, 2014:
Liabilities | ||||
Derivatives not accounted for as | ||||
hedging instruments under ASC 815 | Location | Fair Value | ||
Written equity call options | Options written, at fair value | $ 1,598,527 |
The following table presents the effect of derivatives on the Statement of Operations for the period ended February 28, 2014:
Location of Gains (Losses) on Derivatives | ||||
Derivatives not accounted for as | Net Realized Gain | Net Unrealized | ||
hedging instruments under ASC 815 | on Options | Depreciation of Options | ||
Written equity call options | $ 2,511,791 | $ (782,538) |
8. Investment transactions
For the period from December 1, 2013 through February 28, 2014, the Company purchased (at cost) and sold securities (proceeds received) in the amount of $35,865,631 and $37,149,706 (excluding short-term debt securities), respectively.
9. Common stock
The Company has 100,000,000 shares of capital stock authorized and 14,516,071 shares outstanding at February 28, 2014 and November 30, 2013.
10. Credit facility
As of February 28, 2014, the Company has a 270-day rolling evergreen margin loan facility with Bank of America, N.A. The terms of the agreement provide for a $65,000,000 facility that is secured by certain of the Companys assets. Outstanding balances generally will accrue interest at a variable rate equal to one-month LIBOR plus 0.85 percent and unused portions of the facility generally will accrue a fee equal to an annual rate of 0.25 percent.
The average principal balance and interest rate for the period during which the margin loan facility was utilized during the period ended February 28, 2014 was approximately $55,100,000 and 1.01 percent, respectively. At February 28, 2014, the principal balance outstanding was $55,700,000 at an interest rate of 1.01 percent.
Under the terms of the margin loan facility, the Company must maintain asset coverage required under the 1940 Act. If the Company fails to maintain the required coverage, it may be required to repay a portion of an outstanding balance until the coverage requirement has been met. At February 28, 2014, the Company was in compliance with the terms of the margin loan facility.
11. Subsequent events
The Company has performed an evaluation of subsequent events through the date the financial statements were issued and has determined that no items require recognition or disclosure.
Tortoise Energy Independence Fund, Inc. | www.tortoiseadvisors.com |
20 | 2014 1st Quarter Report |
Additional Information (unaudited)
Director and officer compensation
The Company does not compensate any of its directors who are interested persons, as defined in Section 2(a)(19) of the 1940 Act, nor any of its officers. For the period ended February 28, 2014, the aggregate compensation paid by the Company to the independent directors was $25,500. The Company did not pay any special compensation to any of its directors or officers.
Forward-looking statements
This report contains forward-looking statements within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934. By their nature, all forward-looking statements involve risks and uncertainties, and actual results could differ materially from those contemplated by the forward-looking statements. Several factors that could materially affect the Companys actual results are the performance of the portfolio of investments held by it, the conditions in the U.S. and international financial, petroleum and other markets, the price at which shares of the Company will trade in the public markets and other factors discussed in filings with the SEC.
Proxy voting policies
A description of the policies and procedures that the Company uses to determine how to vote proxies relating to portfolio securities owned by the Company and information regarding how the Company voted proxies relating to the portfolio of securities during the 12-month period ended June 30, 2013 are available to stockholders (i) without charge, upon request by calling the Company at (913) 981-1020 or toll-free at (866) 362-9331 and on the Companys Web site at www.tortoiseadvisors.com; and (ii) on the SECs Web site at www.sec.gov.
Form N-Q
The Company files its complete schedule of portfolio holdings for the first and third quarters of each fiscal year with the SEC on Form N-Q. The Companys Form N-Q is available without charge upon request by calling the Company at (866) 362-9331 or by visiting the SECs Web site at www.sec.gov. In addition, you may review and copy the Companys Form N-Q at the SECs Public Reference Room in Washington D.C. You may obtain information on the operation of the Public Reference Room by calling (800) SEC-0330.
The Companys Form N-Qs are also available on the Companys Web site at www.tortoiseadvisors.com.
Statement of additional information
The Statement of Additional Information (SAI) includes additional information about the Companys directors and is available upon request without charge by calling the Company at (866) 362-9331 or by visiting the SECs Web site at www.sec.gov.
Certifications
The Companys Chief Executive Officer has submitted to the New York Stock Exchange the annual certification as required by Section 303A.12(a) of the NYSE Listed Company Manual.
The Company has filed with the SEC, as an exhibit to its most recently filed Form N-CSR, the certification of its Chief Executive Officer and Chief Financial Officer required by Section 302 of the Sarbanes-Oxley Act.
Privacy policy
In order to conduct its business, the Company collects and maintains certain nonpublic personal information about its stockholders of record with respect to their transactions in shares of the Companys securities. This information includes the stockholders address, tax identification or Social Security number, share balances, and distribution elections. We do not collect or maintain personal information about stockholders whose share balances of our securities are held in street name by a financial institution such as a bank or broker.
We do not disclose any nonpublic personal information about you, the Companys other stockholders or the Companys former stockholders to third parties unless necessary to process a transaction, service an account, or as otherwise permitted by law.
To protect your personal information internally, we restrict access to nonpublic personal information about the Companys stockholders to those employees who need to know that information to provide services to our stockholders. We also maintain certain other safeguards to protect your nonpublic personal information.
Tortoise Energy Independence Fund, Inc. | www.tortoiseadvisors.com |
2014 1st Quarter Report | 21 |
Office of the
Company Board of Directors
of Terry Matlack Rand C.
Berney Conrad S.
Ciccotello Charles E.
Heath |
Administrator Custodian Transfer, Dividend
Disbursing Legal
Counsel Investor
Relations Stock
Symbol This report is for stockholder information. This is not a prospectus intended for use in the purchase or sale of fund shares. Past performance is no guarantee of future results and your investment may be worth more or less at the time you sell. |
Tortoise Capital Advisors Closed-end Funds
Pureplay MLP Funds | Broader Funds | |||||||||||
Name | Ticker | Focus | Total
Assets(1) ($ in millions) |
Name | Ticker | Focus | Total
Assets(1) ($ in millions) | |||||
Tortoise Energy Infrastructure Corp. |
Midstream Equity | $2,368 | Tortoise Pipeline & Energy Fund, Inc. |
Pipeline Equity | $423 | |||||||
Tortoise Energy Capital Corp. |
Midstream Equity | $1,215 | Tortoise Energy Independence Fund, Inc. |
North American Upstream Equity |
$465 | |||||||
Tortoise MLP Fund, Inc. |
Natural Gas
Infrastructure Equity |
$2,045 | Tortoise Power and Energy Infrastructure Fund, Inc. |
Power & Energy Infrastructure Debt & Dividend Paying Equity |
$238 | |||||||
Tortoise North American Energy Corp. |
Midstream/Upstream Equity | $296 | ||||||||||
(1) As of 3/31/14
Tortoise Energy Independence Fund, Inc. | www.tortoiseadvisors.com |
Investment
Adviser to
Tortoise Energy Independence Fund, Inc.
11550 Ash Street, Suite
300
Leawood, KS 66211
www.tortoiseadvisors.com