N-30B-2
Table of Contents

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MLP Investment Company

 

 

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KYN Quarterly Report

August 31, 2017


Table of Contents

CONTENTS

 

      Page  

Management Discussion

     1  

Schedule of Investments

     6  

Statement of Assets and Liabilities

     9  

Statement of Operations

     10  

Statement of Changes in Net Assets Applicable to Common Stockholders

     11  

Statement of Cash Flows

     12  

Financial Highlights

     13  

Notes to Financial Statements

     17  

Information Regarding Changes to Investment Policy

     36  

Repurchase Disclosure

     36  

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS:    This report of Kayne Anderson MLP Investment Company (“the Company”) contains “forward-looking statements” as defined under the U.S. federal securities laws. Generally, the words “believe,” “expect,” “intend,” “estimate,” “anticipate,” “project,” “will” and similar expressions identify forward-looking statements, which generally are not historical in nature. Forward-looking statements are subject to certain risks and uncertainties that could cause actual results to materially differ from the Company’s historical experience and its present expectations or projections indicated in any forward-looking statements. These risks include, but are not limited to, changes in economic and political conditions; regulatory and legal changes; master limited partnership (“MLP”) industry risk; leverage risk; valuation risk; interest rate risk; tax risk; and other risks discussed in the Company’s filings with the Securities and Exchange Commission (“SEC”). You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. The Company undertakes no obligation to update or revise any forward-looking statements made herein. There is no assurance that the Company’s investment objectives will be attained.


Table of Contents

KAYNE ANDERSON MLP INVESTMENT COMPANY

MANAGEMENT DISCUSSION

(UNAUDITED)

 

Company Overview

Kayne Anderson MLP Investment Company is a non-diversified, closed-end fund that commenced operations in September 2004. Our investment objective is to obtain a high after-tax total return by investing at least 85% of our total assets in energy-related master limited partnerships and their affiliates (“MLPs”) and in other companies that operate assets used in the gathering, transporting, processing, storing, refining, distributing, mining or marketing of natural gas, natural gas liquids, crude oil, refined petroleum products or coal (collectively with MLPs, “Midstream Energy Companies”).

As of August 31, 2017, we had total assets of $3.6 billion, net assets applicable to our common stockholders of $2.0 billion (net asset value of $17.26 per share), and 114.6 million shares of common stock outstanding.

Our investments are principally in equity securities issued by MLPs, but we also may invest in debt securities of MLPs and equity/debt securities of other Midstream Energy Companies. As of August 31, 2017, we held $3.5 billion in equity investments and no debt investments.

Our Top Ten Portfolio Investments

Listed below are our top ten portfolio investments by issuer as of August 31, 2017.

 

Holding

   Category    Amount
($ in millions)
     Percent of
Long-Term

Investments
 

  1. Enterprise Products Partners L.P.

   Midstream MLP    $ 513.1        14.5

  2. Energy Transfer Partners, L.P.

   Midstream MLP      377.9        10.7  

  3. Williams Partners L.P.

   Midstream MLP      331.8        9.4  

  4. MPLX LP

   Midstream MLP      249.8        7.0  

  5. ONEOK, Inc.

   Midstream Company      240.1        6.8  

  6. Western Gas Partners, LP

   Midstream MLP      196.2        5.5  

  7. Plains All American Pipeline, L.P.

   Midstream MLP      194.1        5.5  

  8. Buckeye Partners, L.P.

   Midstream MLP      164.4        4.6  

  9. DCP Midstream Partners, LP

   Midstream MLP      160.9        4.5  

10. Targa Resources Corp.

   Midstream Company      139.8        3.9  
     

 

 

    

 

 

 
      $ 2,568.1        72.4
     

 

 

    

 

 

 

Results of Operations — For the Three Months Ended August 31, 2017

Investment Loss.    Investment loss totaled $3.6 million for the quarter. We received $67.9 million of dividends and distributions, of which $53.3 million was treated as return of capital and $3.5 million was treated as distributions in excess of cost basis. Return of capital was increased by $14.7 million due to 2016 tax reporting information that we received in fiscal 2017. We also received $0.8 million of paid-in-kind dividends during the quarter, which are not included in investment loss, but are reflected as an unrealized gain.

 

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Table of Contents

KAYNE ANDERSON MLP INVESTMENT COMPANY

MANAGEMENT DISCUSSION

(UNAUDITED)

 

Operating Expenses.    Operating expenses totaled $24.0 million, including $12.8 million of investment management fees, $7.3 million of interest expense, $3.0 million of preferred stock distributions and $0.9 million of other operating expenses. Interest expense includes $0.4 million of non-cash amortization of debt issuance costs. Preferred stock distributions include $0.2 million of non-cash amortization.

Net Investment Loss.    Our net investment loss totaled $18.3 million and included a current tax benefit of $3.3 million and a deferred tax benefit of $6.0 million.

Net Realized Gains.    We had net realized gains from our investments of $83.6 million, consisting of realized gains from long term investments of $126.6 million, $0.2 million of realized gains from option activity, a current tax expense of $17.3 million and a deferred tax expense of $25.9 million.

Net Change in Unrealized Gains.    We had a net decrease in our unrealized gains of $147.0 million. The net change consisted of a $225.9 million decrease in our unrealized gains on investments, $0.1 million of unrealized losses from option activity and a deferred tax benefit of $79.0 million.

Net Decrease in Net Assets Resulting from Operations.    We had a decrease in net assets resulting from operations of $81.7 million. This decrease was comprised of a net investment loss of $18.3 million, net realized gains of $83.6 million and a net decrease in unrealized gains of $147.0 million, as noted above.

Distributions to Common Stockholders

We pay quarterly distributions to our common stockholders, funded generally by net distributable income (“NDI”) generated from our portfolio investments. NDI is the amount of income received by us from our portfolio investments less operating expenses, subject to certain adjustments as described below. NDI is not a financial measure under the accounting principles generally accepted in the United States of America (“GAAP”). Refer to the “Reconciliation of NDI to GAAP” section below for a reconciliation of this measure to our results reported under GAAP.

Income from portfolio investments includes (a) cash dividends and distributions, (b) paid-in-kind dividends received (i.e., stock dividends), (c) interest income from debt securities and commitment fees from private investments in public equity (“PIPE investments”) and (d) net premiums received from the sale of covered calls.

Operating expenses include (a) investment management fees paid to our investment adviser (KAFA), (b) other expenses (mostly comprised of fees paid to other service providers), (c) interest expense and preferred stock distributions and (d) current and deferred income tax expense/benefit on net investment income/loss.

 

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KAYNE ANDERSON MLP INVESTMENT COMPANY

MANAGEMENT DISCUSSION

(UNAUDITED)

 

Net Distributable Income (NDI)

(amounts in millions, except for per share amounts)

 

     Three Months
Ended
August 31, 2017
 

Distributions and Other Income from Investments

  

Dividends and Distributions(1)

   $ 67.9  

Paid-In-Kind Dividends(1)

     0.8  
  

 

 

 

Total Distributions and Other Income from Investments

     68.7  

Expenses

  

Net Investment Management Fee

     (12.8

Other Expenses

     (0.9

Interest Expense

     (7.0

Preferred Stock Distributions

     (2.8

Income Tax Benefit, net(2)

     9.3  
  

 

 

 

Net Distributable Income (NDI)

   $ 54.5  
  

 

 

 

Weighted Shares Outstanding

     114.4  

NDI per Weighted Share Outstanding

   $ 0.476  
  

 

 

 

Adjusted NDI per Weighted Share Outstanding(3)(4)

   $ 0.457  
  

 

 

 

Distributions paid per Common Share(5)

   $ 0.450  

 

 

(1) See Note 2 — Significant Accounting Policies to the Financial Statements for additional information regarding paid-in-kind and non-cash dividends and distributions.

 

(2) The income tax benefit for the quarter includes a $5.4 million increase attributable to a change made to our return of capital estimate for 2016 (the “Return of Capital Adjustment”). We increased our return of capital estimate for 2016 as a result of tax reporting information related to fiscal 2016 received during fiscal 2017.

 

(3) For purposes of calculating Adjusted NDI, we allocated the Return of Capital Adjustment equally to each quarter in 2017 ($5.4 million adjustment in aggregate; $1.3 million quarterly adjustment).

 

(4) Adjusted NDI includes $1.9 million of consideration received in the merger of MarkWest Energy Partners, L.P. and MPLX LP. Because the acquiring entity has deemed part of the merger consideration to be compensation to help offset the lower quarterly distribution that unitholders of the acquired entity would receive after closing, we believe it to be appropriate to include this amount in Adjusted NDI. This merger consideration is not included in investment income for GAAP purposes, but rather is treated as additional consideration when calculating the realized or unrealized gain (loss) that results from the merger transaction.

 

(5) The distribution of $0.45 per share for the third quarter of fiscal 2017 was paid on October 13, 2017.

Payment of future distributions is subject to Board of Directors approval, as well as meeting the covenants of our debt agreements and terms of our preferred stock. Because our quarterly distributions are funded primarily by NDI generated from our portfolio investments, the Board of Directors, in determining our quarterly distribution to common stockholders, gives a significant amount of consideration to the NDI and Adjusted NDI generated in the current quarter, as well as the NDI that our portfolio is expected to generate over the next twelve months. The Board of Directors also considers other factors, including but not limited to, realized and unrealized gains generated by the portfolio.

 

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KAYNE ANDERSON MLP INVESTMENT COMPANY

MANAGEMENT DISCUSSION

(UNAUDITED)

 

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:

 

   

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.

 

   

GAAP recognizes distributions received from MLPs that exceed the cost basis of our securities to be realized gains and are therefore excluded from investment income, whereas the NDI calculation includes these distributions.

 

   

NDI includes the value of paid-in-kind dividends and distributions, whereas such amounts are not included as investment income for GAAP purposes, but rather are recorded as unrealized gains upon receipt.

 

   

NDI includes commitment fees from PIPE investments, whereas such amounts are generally not included in investment income for GAAP purposes, but rather are recorded as a reduction to the cost of the investment.

 

   

We may hold debt securities from time to time. Certain of our investments in debt securities may be purchased at a discount or premium to the par value of such security. When making such investments, we consider the security’s 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 to the earlier of the expected call date or the maturity of the debt security.

 

   

We may sell covered call option contracts to generate income or to reduce our ownership of certain securities that we hold. In some cases, we are able to repurchase these call option contracts at a price less than the call premium that we received, thereby generating a profit. The premium we receive from selling call options, less (i) the premium that we pay to repurchase such call option contracts and (ii) the amount by which the market price of an underlying security is above the strike price at the time a new call option is written (if any), is included in NDI. For GAAP purposes, premiums received from call option contracts sold are not included in investment income. See Note 2 — Significant Accounting Policies for a full discussion of the GAAP treatment of option contracts.

The treatment of expenses included in NDI also differs from what is reported in the Statement of Operations as follows:

 

   

The non-cash amortization or write-offs of capitalized debt issuance costs, premiums on newly issued debt and preferred stock offering costs related to our financings is included in interest expense and distributions on mandatory redeemable preferred stock for GAAP purposes, but is excluded from our calculation of NDI.

 

   

NDI also includes recurring payments (or receipts) on interest rate swap contracts or the amortization of termination payments on interest rate swap contracts entered into in anticipation of an offering of unsecured notes (“Notes”) or mandatory redeemable preferred stock (“MRP Shares”). The termination payments on interest rate swap contracts are amortized over the term of the Notes or MRP Shares issued. For GAAP purposes, these amounts are included in the realized gains/losses section of the Statement of Operations.

 

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KAYNE ANDERSON MLP INVESTMENT COMPANY

MANAGEMENT DISCUSSION

(UNAUDITED)

 

Liquidity and Capital Resources

At August 31, 2017, we had total leverage outstanding of $1,039 million, which represented 29% of total assets. Our current policy is to utilize leverage in an amount that represents approximately 25%-30% of our total assets. At quarter end, total leverage was comprised of $747 million of Notes and $292 million of MRP Shares. At August 31, 2017, we did not have any borrowings outstanding under our unsecured revolving credit facility (the “Credit Facility”) or our unsecured term loan (the “Term Loan”), and we had $40 million of cash and cash equivalents. As of October 20, 2017, we had no borrowings outstanding under our Credit Facility, $11 million outstanding under our Term Loan, and we had $2 million of cash and cash equivalents.

Our Credit Facility has a two-year term maturing on February 28, 2018 and a total commitment amount of $150 million. The interest rate on outstanding loan balances may vary between LIBOR plus 1.60% and LIBOR plus 2.25%, depending on our asset coverage ratios. We pay a fee of 0.30% per annum on any unused amounts of the Credit Facility.

Our Term Loan has a total commitment of $150 million and matures on February 18, 2019. Borrowings under the Term Loan bear interest at a rate of LIBOR plus 1.30%. Amounts borrowed under the Term Loan may be repaid and subsequently borrowed. We pay a fee of 0.25% per annum on any unused amounts of the Term Loan.

At August 31, 2017, we had $747 million of Notes outstanding that mature between 2018 and 2025 and we had $292 million of MRP Shares outstanding that are subject to mandatory redemption between 2020 and 2022.

At August 31, 2017, our asset coverage ratios under the Investment Company Act of 1940, as amended (the “1940 Act”), were 404% for debt and 290% for total leverage (debt plus preferred stock). Our target asset coverage ratio with respect to our debt is 385%. At times we may be above or below this target depending on market conditions as well as certain other factors, including our target total leverage asset coverage ratio of 290% and the basic maintenance amount as stated in our rating agency guidelines.

As of August 31, 2017, our total leverage consisted 100% of fixed rate obligations. At such date, the weighted average interest/dividend rate on our total leverage was 3.66%.

 

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KAYNE ANDERSON MLP INVESTMENT COMPANY

SCHEDULE OF INVESTMENTS

AUGUST 31, 2017

(amounts in 000’s)

(UNAUDITED)

 

Description

               No. of
Shares/Units
     Value  

Long-Term Investments — 179.4%

         

Equity Investments(1) — 179.4%

         

Midstream MLP(2) — 154.2%

         

Andeavor Logistics LP

         696      $ 34,616  

Antero Midstream Partners LP

         1,255        42,366  

Arc Logistics Partners LP

         1,755        29,184  

Buckeye Partners, L.P.

         2,875        164,448  

Cheniere Energy Partners, L.P.

         494        13,671  

Crestwood Equity Partners LP

         1,363        34,004  

DCP Midstream, LP

         5,010        160,878  

Dominion Midstream Partners, LP — Convertible Preferred Units(3)(4)(5)

         525        16,044  

Enbridge Energy Management, L.L.C.(6)

         2,406        34,675  

Enbridge Energy Partners, L.P.

         2,639        40,193  

Energy Transfer Partners, L.P.

         19,879        377,909  

EnLink Midstream Partners, LP

         4,120        66,866  

Enterprise Products Partners L.P.(7)

         19,680        513,062  

EQT Midstream Partners, LP

         654        49,925  

Global Partners LP

         768        13,294  

Magellan Midstream Partners, L.P.

         1,930        130,032  

MPLX LP

         4,753        163,131  

MPLX LP — Convertible Preferred Units(3)(4)(8)

         2,255        86,652  

NGL Energy Partners LP

         1,104        9,882  

Noble Midstream Partners LP

         278        13,405  

NuStar Energy L.P.

         651        26,351  

Phillips 66 Partners LP

         533        25,488  

Plains All American Pipeline, L.P.(9)

         8,962        194,111  

Plains GP Holdings, L.P. — Plains AAP, L.P.(4)(9)(10)

         1,278        28,719  

Shell Midstream Partners, L.P.

         977        27,028  

Spectra Energy Partners, LP

         1,357        60,174  

Sprague Resources LP

         713        18,353  

Summit Midstream Partners, LP

         1,907        40,149  

Tallgrass Energy Partners, LP

         1,469        69,421  

TC PipeLines, LP

         706        37,129  

Western Gas Partners, LP

         3,841        196,205  

Williams Partners L.P.

         8,421        331,792  
         

 

 

 
            3,049,157  
         

 

 

 

Midstream Company — 20.7%

         

Kinder Morgan, Inc.

         1,105        21,350  

ONEOK, Inc.

         4,433        240,089  

Tallgrass Energy GP, LP

         309        8,303  

Targa Resources Corp.

         3,137        139,801  
         

 

 

 
            409,543  
         

 

 

 

Shipping MLP — 3.4%

         

Capital Product Partners L.P. — Class B Units(3)(4)(11)

         3,030        23,121  

Dynagas LNG Partners LP

         433        6,080  

GasLog Partners LP

         150        3,409  

Golar LNG Partners LP

         1,344        29,544  

 

See accompanying notes to financial statements.

 

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KAYNE ANDERSON MLP INVESTMENT COMPANY

SCHEDULE OF INVESTMENTS

AUGUST 31, 2017

(amounts in 000’s)

(UNAUDITED)

 

Description

               No. of
Shares/Units
     Value  

Shipping MLP (continued)

         

Höegh LNG Partners LP

         221      $ 4,081  
         

 

 

 
            66,235  
         

 

 

 

General Partner MLP — 0.8%

         

Energy Transfer Equity, L.P.

         927        16,107  
         

 

 

 

Upstream MLP — 0.3%

         

Viper Energy Partners LP

         375        6,338  
         

 

 

 

Other

         

Clearwater Trust(3)(4)(9)(12)

         N/A        30  
         

 

 

 

Total Long-Term Investments (Cost — $2,800,917)

 

     3,547,410  
         

 

 

 

Short-Term Investment — 1.9%

         

Money Market Fund — 1.9%

         

JPMorgan 100% U.S. Treasury Securities Money Market Fund - Capital Shares, 0.89%(13) (Cost — $37,705)

         37,705        37,705  
         

 

 

 

Total Investments — United States — 181.3% (Cost — $2,838,622)

 

     3,585,115  
         

 

 

 

Debt

 

     (747,000

Mandatory Redeemable Preferred Stock at Liquidation Value

 

     (292,000

Deferred Income Tax Liability

 

     (554,589

Current Income Tax Liability

 

     (6,218

Other Liabilities in Excess of Other Assets

 

     (8,137
         

 

 

 

Net Assets Applicable to Common Stockholders

 

   $ 1,977,171  
         

 

 

 

 

  (1) Unless otherwise noted, equity investments are common units/common shares.

 

  (2) Includes limited liability companies.

 

  (3) Fair valued security. See Notes 2 and 3 in Notes to Financial Statements.

 

  (4) The Company’s ability to sell this security is subject to certain legal or contractual restrictions. As of August 31, 2017, the aggregate value of restricted securities held by the Company was $154,566 (4.3% of total assets), which included $28,719 of Level 2 securities and $125,847 of Level 3 securities. See Note 7 —Restricted Securities.

 

  (5) On December 1, 2016, the Company purchased, in a private placement, Series A Convertible Preferred Units (“DM Convertible Preferred Units”) from Dominion Midstream Partners, LP (“DM”). The DM Convertible Preferred Units are senior to the common units in terms of liquidation preference and priority of distributions and pay a quarterly distribution of $0.3135 per unit for the first two years and thereafter will pay the higher of (a) $0.3135 per unit or (b) the distribution that the DM Convertible Preferred Units would receive on an as converted basis. For the first two years, the distribution may be paid, at DM’s option, in cash or in units. After two years, the distribution will be paid in cash. The DM Convertible Preferred Units are subject to a lock-up agreement through December 1, 2017. Holders of the DM Convertible Preferred Units may convert on a one-for-one basis to DM common units any time after December 1, 2018.

 

  (6) Dividends are paid-in-kind.

 

  (7) In lieu of cash distributions, the Company has elected to receive distributions in additional units through the partnership’s dividend reinvestment program.

 

  (8) On May 13, 2016, the Company purchased, in a private placement, Series A Convertible Preferred Units (“MPLX Convertible Preferred Units”) from MPLX LP (“MPLX”). The MPLX Convertible Preferred

 

See accompanying notes to financial statements.

 

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KAYNE ANDERSON MLP INVESTMENT COMPANY

SCHEDULE OF INVESTMENTS

AUGUST 31, 2017

(amounts in 000’s)

(UNAUDITED)

 

  Units are senior to the common units in terms of liquidation preference and priority of distributions and pay a quarterly distribution of $0.528125 per unit for the first two years and thereafter will pay the higher of (a) $0.528125 per unit or (b) the distribution that the MPLX Convertible Preferred Units would receive on an as converted basis. Holders of the MPLX Convertible Preferred Units may convert on a one-for-one basis to MPLX common units any time after May 13, 2019.

 

  (9) The Company believes that it is an affiliate of Clearwater Trust, Plains AAP, L.P. (“PAGP-AAP”), and Plains All American Pipeline, L.P. (“PAA”). See Note 5 — Agreements and Affiliations.

 

(10) The Company’s ownership of PAGP-AAP is exchangeable on a one-for-one basis into either Plains GP Holdings, L.P. (“PAGP”) shares or PAA units at the Company’s option. The Company values its PAGP-AAP investment on an “as exchanged” basis based on the higher public market value of either PAGP or PAA. As of August 31, 2017, the Company’s PAGP-AAP investment is valued at PAGP’s closing price. See Notes 3 and 7 in Notes to Financial Statements.

 

(11) Class B Units are convertible on a one-for-one basis into common units of Capital Product Partners L.P. (“CPLP”) and are senior to the common units in terms of liquidation preference and priority of distributions (liquidation preference of $9.00 per unit). The Class B Units pay quarterly cash distributions and are convertible at any time at the option of the holder. The Class B Units paid a distribution of $0.21375 per unit for the third quarter.

 

(12) The Company owns an interest in the Creditors Trust of Miller Bros. Coal, LLC (“Clearwater Trust”) consisting of a coal royalty interest and certain other assets. See Notes 5 and 7 in Notes to Financial Statements.

 

(13) The rate indicated is the current yield as of August 31, 2017.

 

See accompanying notes to financial statements.

 

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KAYNE ANDERSON MLP INVESTMENT COMPANY

STATEMENT OF ASSETS AND LIABILITIES

AUGUST 31, 2017

(amounts in 000’s, except share and per share amounts)

(UNAUDITED)

 

ASSETS

  

Investments at fair value:

  

Non-affiliated (Cost — $2,672,784)

   $ 3,324,550  

Affiliated (Cost — $128,133)

     222,860  

Short-term investments (Cost — $37,705)

     37,705  
  

 

 

 

Total investments (Cost — $2,838,622)

     3,585,115  

Cash

     2,000  

Deposits with brokers

     250  

Receivable for securities sold

     5,316  

Dividends and distributions receivable

     1,097  

Deferred credit facility and term loan offering costs and other assets

     1,522  
  

 

 

 

Total Assets

     3,595,300  
  

 

 

 

LIABILITIES

  

Payable for securities purchased

     2,681  

Investment management fee payable

     12,802  

Accrued directors’ fees and expenses

     96  

Accrued expenses and other liabilities

     8,182  

Current income tax liability

     6,218  

Deferred income tax liability

     554,589  

Notes

     747,000  

Unamortized notes issuance costs

     (2,989

Mandatory redeemable preferred stock, $25.00 liquidation value per share
(11,680,000 shares issued and outstanding)

     292,000  

Unamortized mandatory redeemable preferred stock issuance costs

     (2,450
  

 

 

 

Total Liabilities

     1,618,129  
  

 

 

 

NET ASSETS APPLICABLE TO COMMON STOCKHOLDERS

   $ 1,977,171  
  

 

 

 

NET ASSETS APPLICABLE TO COMMON STOCKHOLDERS CONSIST OF

  

Common stock, $0.001 par value
(114,575,715 shares issued and outstanding, 188,320,000 shares authorized)

   $ 115  

Paid-in capital

     2,140,412  

Accumulated net investment loss, net of income taxes, less dividends

     (1,615,293

Accumulated realized gains, net of income taxes

     985,686  

Net unrealized gains, net of income taxes

     466,251  
  

 

 

 

NET ASSETS APPLICABLE TO COMMON STOCKHOLDERS

   $ 1,977,171  
  

 

 

 

NET ASSET VALUE PER COMMON SHARE

   $ 17.26  
  

 

 

 

 

See accompanying notes to financial statements.

 

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KAYNE ANDERSON MLP INVESTMENT COMPANY

STATEMENT OF OPERATIONS

(amounts in 000’s)

(UNAUDITED)

 

     For the Three
Months Ended
August 31, 2017
    For the Nine
Months Ended
August 31, 2017
 

INVESTMENT INCOME

    

Income

    

Dividends and distributions:

    

Non-affiliated investments

   $ 62,295     $ 195,265  

Affiliated investments

     5,632       16,995  
  

 

 

   

 

 

 

Total dividends and distributions

     67,927       212,260  

Return of capital

     (68,064     (190,513

Distributions in excess of cost basis

     (3,471     (8,372
  

 

 

   

 

 

 

Net dividends and distributions

     (3,608     13,375  

Interest income

     18       18  
  

 

 

   

 

 

 

Total Investment Income (Loss)

     (3,590     13,393  
  

 

 

   

 

 

 

Expenses

    

Investment management fees

     12,802       40,429  

Administration fees

     301       912  

Professional fees

     116       384  

Directors’ fees and expenses

     102       358  

Reports to stockholders

     108       281  

Custodian fees

     50       156  

Insurance

     48       143  

Other expenses

     203       410  
  

 

 

   

 

 

 

Total Expenses — before fee waiver, interest expense, preferred distributions and taxes

     13,730       43,073  
  

 

 

   

 

 

 

Interest expense including amortization of offering costs

     7,276       22,459  

Distributions on mandatory redeemable preferred stock including amortization of offering costs

     2,996       9,164  
  

 

 

   

 

 

 

Total Expenses — before taxes

     24,002       74,696  
  

 

 

   

 

 

 

Net Investment Loss — Before Taxes

     (27,592     (61,303

Current income tax benefit

     3,309       3,257  

Deferred income tax benefit

     6,020       16,238  
  

 

 

   

 

 

 

Net Investment Loss

     (18,263     (41,808
  

 

 

   

 

 

 

REALIZED AND UNREALIZED GAINS (LOSSES)

    

Net Realized Gains (Losses)

    

Investments — non-affiliated

     127,485       289,041  

Investments — affiliated

     (901     (1,028

Options

     191       428  

Current income tax (expense)

     (17,311     (17,011

Deferred income tax (expense)

     (25,858     (84,806
  

 

 

   

 

 

 

Net Realized Gains

     83,606       186,624  
  

 

 

   

 

 

 

Net Change in Unrealized Gains (Losses)

    

Investments — non-affiliated

     (184,823     (207,655

Investments — affiliated

     (41,107     (100,809

Options

     (132     157  

Deferred income tax benefit

     78,993       108,829  
  

 

 

   

 

 

 

Net Change in Unrealized Gains (Losses)

     (147,069     (199,478
  

 

 

   

 

 

 

Net Realized and Unrealized Gains (Losses)

     (63,463     (12,854
  

 

 

   

 

 

 

NET DECREASE IN NET ASSETS APPLICABLE TO COMMON STOCKHOLDERS RESULTING FROM OPERATIONS

   $ (81,726   $ (54,662
  

 

 

   

 

 

 

 

See accompanying notes to financial statements.

 

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KAYNE ANDERSON MLP INVESTMENT COMPANY

STATEMENT OF CHANGES IN NET ASSETS APPLICABLE TO COMMON STOCKHOLDERS

(amounts in 000’s, except share amounts)

 

     For the
Nine Months
Ended
August 31, 2017
(Unaudited)
    For the
Fiscal  Year
Ended

November 30, 2016
 

OPERATIONS

    

Net investment loss, net of tax(1)

   $ (41,808   $ (69,048

Net realized gains, net of tax

     186,624       111,707  

Net change in unrealized gains (losses), net of tax

     (199,478     210,921  
  

 

 

   

 

 

 

Net Increase (Decrease) in Net Assets Resulting from Operations

     (54,662     253,580  
  

 

 

   

 

 

 

DIVIDENDS AND DISTRIBUTIONS TO COMMON STOCKHOLDERS(1)

    

Dividends

     (165,259 )(2)       (3) 

Distributions — return of capital

      (2)      (248,172 )(3) 
  

 

 

   

 

 

 

Dividends and Distributions to Common Stockholders

     (165,259     (248,172
  

 

 

   

 

 

 

CAPITAL STOCK TRANSACTIONS

    

Issuance of 665,037 shares of common stock

           10,035  (4) 

Issuance of 888,206 and 1,497,460 shares of common stock from reinvestment of dividends and distributions, respectively

     16,311       23,736  
  

 

 

   

 

 

 

Net Increase in Net Assets Applicable to Common Stockholders from Capital Stock Transactions

     16,311       33,771  
  

 

 

   

 

 

 

Total Increase (Decrease) in Net Assets Applicable to Common Stockholders

     (203,610     39,179  
  

 

 

   

 

 

 

NET ASSETS APPLICABLE TO COMMON STOCKHOLDERS

    

Beginning of period

     2,180,781       2,141,602  
  

 

 

   

 

 

 

End of period

   $ 1,977,171     $ 2,180,781  
  

 

 

   

 

 

 

 

(1) Distributions on the Company’s mandatory redeemable preferred stock (“MRP Shares”) are treated as an operating expense under GAAP and are included in the calculation of net investment loss. See Note 2 —Significant Accounting Policies. Distributions in the amount of $8,592 paid to holders of MRP Shares during the nine months ended August 31, 2017 are estimated to be characterized as dividends (eligible to be treated as qualified dividend income). This estimate is based solely on the Company’s operating results during the period and does not reflect the expected results during the remainder of the fiscal year. The actual characterization of the MRP Shares distributions made during the period will not be determinable until after the end of the fiscal year when the Company can determine its earnings and profits. Therefore, the characterization may differ from the preliminary estimates. Distributions in the amount of $17,811 paid to holders of MRP Shares for the fiscal year ended November 30, 2016 were characterized as distributions (return of capital). This characterization is based on the Company’s earnings and profits.

 

(2) The characterization of the distributions paid to common stockholders for the nine months ended August 31, 2017 as either dividends (eligible to be treated as qualified dividend income) or distributions (return of capital) is based solely on the Company’s operating results during the period and does not reflect the expected results during the remainder of the fiscal year. The actual characterization of the common stock distributions made during the period will not be determinable until after the end of the fiscal year when the Company can determine its earnings and profits. Therefore, the characterization may differ from the preliminary estimates.

 

(3) Distributions paid to common stockholders for the fiscal year ended November 30, 2016 were characterized as distributions (return of capital). This characterization is based on the Company’s earnings and profits.

 

(4) On December 17, 2015, the Company’s investment advisor, KA Fund Advisors, LLC, purchased $10,035 of newly issued shares funded in part with the after-tax management fees received during the fourth quarter of fiscal 2015.

 

See accompanying notes to financial statements.

 

11


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KAYNE ANDERSON MLP INVESTMENT COMPANY

STATEMENT OF CASH FLOWS

FOR THE NINE MONTHS ENDED AUGUST 31, 2017

(amounts in 000’s)

(UNAUDITED)

 

CASH FLOWS FROM OPERATING ACTIVITIES

  

Net decrease in net assets resulting from operations

   $ (54,662

Adjustments to reconcile net decrease in net assets resulting from operations to net cash provided by operating activities:

  

Return of capital distributions

     190,513  

Distributions in excess of cost basis

     8,372  

Net realized gains

     (288,441

Net change in unrealized gains

     308,307  

Purchase of long-term investments

     (561,179

Proceeds from sale of long-term investments

     666,418  

Purchase of short-term investments, net

     (37,705

Decrease in deposits with brokers

     1  

Decrease in receivable for securities sold

     17,306  

Increase in dividends and distributions receivable

     (187

Decrease in income tax receivable

     18,470  

Amortization of deferred debt offering costs

     1,210  

Amortization of mandatory redeemable preferred stock offering costs

     572  

Increase in other assets

     (97

Decrease in payable for securities purchased

     (6,881

Decrease in investment management fee payable

     (484

Decrease in accrued directors’ fees and expenses

     (30

Decrease in premiums received on call option contracts written

     (124

Decrease in accrued expenses and other liabilities

     (6,491

Increase in current income tax liability

     6,218  

Decrease in deferred income tax liability

     (40,253
  

 

 

 

Net Cash Provided by Operating Activities

     220,853  
  

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

  

Decrease in borrowings under term loan

     (43,000

Redemption of notes

     (20,000

Redemption of mandatory redeemable preferred stock

     (8,000

Cash distributions paid to common stockholders

     (148,948
  

 

 

 

Net Cash Used in Financing Activities

     (219,948
  

 

 

 

NET INCREASE IN CASH

     905  

CASH — BEGINNING OF PERIOD

     1,095  
  

 

 

 

CASH — END OF PERIOD

   $ 2,000  
  

 

 

 

 

Supplemental disclosure of cash flow information:

Non-cash financing activities not included herein consisted of reinvestment of distributions pursuant to the Company’s dividend reinvestment plan of $16,311.

During the nine months ended August 31, 2017, interest paid related to debt obligations was $28,027 and income tax refunds received were $10,942.

The Company received $26,620 of paid-in-kind and non-cash dividends and distributions during the nine months ended August 31, 2017. See Note 2 — Significant Accounting Policies.

 

See accompanying notes to financial statements.

 

12


Table of Contents

KAYNE ANDERSON MLP INVESTMENT COMPANY

FINANCIAL HIGHLIGHTS

(amounts in 000’s, except share and per share amounts)

 

    For the
Nine Months
Ended
August 31, 2017
(Unaudited)
    For the Fiscal Year Ended November 30,  
      2016     2015     2014  

Per Share of Common Stock(1)

       

Net asset value, beginning of period

  $ 19.18     $ 19.20     $ 36.71     $ 34.30  

Net investment income (loss)(2)

    (0.37     (0.61     (0.53     (0.76

Net realized and unrealized gain (loss)

    (0.09     2.80       (14.39     5.64  
 

 

 

   

 

 

   

 

 

   

 

 

 

Total income (loss) from operations

    (0.46     2.19       (14.92     4.88  
 

 

 

   

 

 

   

 

 

   

 

 

 

Dividends and distributions — auction rate preferred(2)(3)

                       
 

 

 

   

 

 

   

 

 

   

 

 

 

Common dividends(3)

    (1.45           (2.15     (2.28

Common distributions — return of capital(3)

          (2.20     (0.48     (0.25
 

 

 

   

 

 

   

 

 

   

 

 

 

Total dividends and distributions — common

    (1.45     (2.20     (2.63     (2.53
 

 

 

   

 

 

   

 

 

   

 

 

 

Underwriting discounts and offering costs on the issuance of auction rate preferred stock

                       

Effect of issuance of common stock

                0.03       0.06  

Effect of shares issued in reinvestment of distributions

    (0.01     (0.01     0.01        
 

 

 

   

 

 

   

 

 

   

 

 

 

Total capital stock transactions

    (0.01     (0.01     0.04       0.06  
 

 

 

   

 

 

   

 

 

   

 

 

 

Net asset value, end of period

  $ 17.26     $ 19.18     $ 19.20     $ 36.71  
 

 

 

   

 

 

   

 

 

   

 

 

 

Market value per share of common stock, end of period

  $ 17.81     $ 19.72     $ 18.23     $ 38.14  
 

 

 

   

 

 

   

 

 

   

 

 

 

Total investment return based on common stock market value(4)

    (2.4 )%(5)      24.1     (47.7 )%      9.9

Total investment return based on net asset value(6)

    (2.7 )%(5)      14.6     (42.8 )%      14.8

Supplemental Data and Ratios(7)

       

Net assets applicable to common stockholders, end of period

  $ 1,977,171     $ 2,180,781     $ 2,141,602     $ 4,026,822  

Ratio of expenses to average net assets

       

Management fees (net of fee waiver)

    2.4     2.5     2.6     2.4

Other expenses

    0.2       0.2       0.1       0.1  
 

 

 

   

 

 

   

 

 

   

 

 

 

Subtotal

    2.6       2.7       2.7       2.5  

Interest expense and distributions on mandatory redeemable preferred stock(2)

    1.9       2.8       2.4       1.8  

Income tax expense(8)

          7.9             8.3  
 

 

 

   

 

 

   

 

 

   

 

 

 

Total expenses

    4.5     13.4     5.1     12.6
 

 

 

   

 

 

   

 

 

   

 

 

 

Ratio of net investment income (loss) to average net assets(2)

    (2.5 )%      (3.4 )%      (1.8 )%      (2.0 )% 

Net increase (decrease) in net assets to common stockholders resulting from operations to average net assets

    (2.5 )%(5)      12.5     (51.7 )%      13.2

Portfolio turnover rate

    14.2 %(5)      14.5     17.1     17.6

Average net assets

  $ 2,201,654     $ 2,031,206     $ 3,195,445     $ 3,967,458  

Notes outstanding, end of period(9)

  $ 747,000     $ 767,000     $ 1,031,000     $ 1,435,000  

Credit facility outstanding, end of period(9)

  $     $     $     $  

Term loan outstanding, end of period(9)

  $     $ 43,000     $     $ 51,000  

Auction rate preferred stock, end of period(9)

  $     $     $     $  

Mandatory redeemable preferred stock, end of period(9)

  $ 292,000     $ 300,000     $ 464,000     $ 524,000  

Average shares of common stock outstanding

    114,143,954       112,967,480       110,809,350       107,305,514  

Asset coverage of total debt(10)

    403.8     406.3     352.7     406.2

Asset coverage of total leverage (debt and preferred stock)(11)

    290.3     296.5     243.3     300.3

Average amount of borrowings per share of common stock during the period(1)

  $ 7.19     $ 7.06     $ 11.95     $ 13.23  

 

See accompanying notes to financial statements.

 

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KAYNE ANDERSON MLP INVESTMENT COMPANY

FINANCIAL HIGHLIGHTS

(amounts in 000’s, except share and per share amounts)

 

     For the Fiscal Year Ended November 30,  
     2013     2012     2011     2010  
                         

Per Share of Common Stock(1)

       

Net asset value, beginning of period

  $       28.51     $       27.01     $       26.67     $       20.13  

Net investment income (loss)(2)

    (0.73     (0.71     (0.69     (0.44

Net realized and unrealized gain (loss)

    8.72       4.27       2.91       8.72  
 

 

 

   

 

 

   

 

 

   

 

 

 

Total income (loss) from operations

    7.99       3.56       2.22       8.28  
 

 

 

   

 

 

   

 

 

   

 

 

 

Dividends and distributions — auction rate preferred(2)(3)

                       
 

 

 

   

 

 

   

 

 

   

 

 

 

Common dividends(3)

    (1.54     (1.54     (1.26     (0.84

Common distributions — return of capital(3)

    (0.75     (0.55     (0.72     (1.08
 

 

 

   

 

 

   

 

 

   

 

 

 

Total dividends and distributions — common

    (2.29     (2.09     (1.98     (1.92
 

 

 

   

 

 

   

 

 

   

 

 

 

Underwriting discounts and offering costs on the issuance of auction rate preferred stock

                       

Effect of issuance of common stock

    0.09       0.02       0.09       0.16  

Effect of shares issued in reinvestment of distributions

          0.01       0.01       0.02  
 

 

 

   

 

 

   

 

 

   

 

 

 

Total capital stock transactions

    0.09       0.03       0.10       0.18  
 

 

 

   

 

 

   

 

 

   

 

 

 

Net asset value, end of period

  $ 34.30     $ 28.51     $ 27.01     $ 26.67  
 

 

 

   

 

 

   

 

 

   

 

 

 

Market value per share of common stock, end of period

  $ 37.23     $ 31.13     $ 28.03     $ 28.49  
 

 

 

   

 

 

   

 

 

   

 

 

 

Total investment return based on common stock market value(4)

    28.2     19.3 %      5.6     26.0

Total investment return based on net asset value(6)

    29.0     13.4     8.7     43.2

Supplemental Data and Ratios(7)

       

Net assets applicable to common stockholders, end of period

  $ 3,443,916     $ 2,520,821     $ 2,029,603     $ 1,825,891  

Ratio of expenses to average net assets

       

Management fees (net of fee waiver)

    2.4     2.4     2.4     2.1

Other expenses

    0.1       0.2       0.2       0.2  
 

 

 

   

 

 

   

 

 

   

 

 

 

Subtotal

    2.5       2.6       2.6       2.3  

Interest expense and distributions on mandatory redeemable preferred stock(2)

    2.1       2.4       2.3       1.9  

Income tax expense(8)

    14.4       7.2       4.8       20.5  
 

 

 

   

 

 

   

 

 

   

 

 

 

Total expenses

    19.0     12.2     9.7     24.7
 

 

 

   

 

 

   

 

 

   

 

 

 

Ratio of net investment income (loss) to average net assets(2)

    (2.3 )%      (2.5 )%      (2.5 )%      (1.8 )% 

Net increase (decrease) in net assets to common stockholders resulting from operations to average net assets

    24.3     11.6 %      7.7     34.6

Portfolio turnover rate

    21.2     20.4 %      22.3     18.7

Average net assets

  $ 3,027,563     $ 2,346,249     $ 1,971,469     $ 1,432,266  

Notes outstanding, end of period(9)

  $ 1,175,000     $ 890,000     $ 775,000     $ 620,000  

Credit facility outstanding, end of period(9)

  $ 69,000     $ 19,000     $     $  

Term loan outstanding, end of period(9)

  $     $     $     $  

Auction rate preferred stock, end of period(9)

  $     $     $     $  

Mandatory redeemable preferred stock, end of period(9)

  $ 449,000     $ 374,000     $ 260,000     $ 160,000  

Average shares of common stock outstanding

    94,658,194       82,809,687       72,661,162       60,762,952  

Asset coverage of total debt(10)

    412.9     418.5     395.4     420.3

Asset coverage of total leverage (debt and preferred stock)(11)

    303.4     296.5     296.1     334.1

Average amount of borrowings per share of common stock during the period(1)

  $ 11.70     $ 10.80     $ 10.09     $ 7.70  

 

See accompanying notes to financial statements.

 

14


Table of Contents

KAYNE ANDERSON MLP INVESTMENT COMPANY

FINANCIAL HIGHLIGHTS

(amounts in 000’s, except share and per share amounts)

 

     For the Fiscal Year Ended
November 30,
 
     2009     2008     2007  
                   

Per Share of Common Stock(1)

     

Net asset value, beginning of period

  $       14.74     $       30.08     $       28.99  

Net investment income (loss)(2)

    (0.33     (0.73     (0.73

Net realized and unrealized gain (loss)

    7.50       (12.56     3.58  
 

 

 

   

 

 

   

 

 

 

Total income (loss) from operations

    7.17       (13.29     2.85  
 

 

 

   

 

 

   

 

 

 

Dividends and distributions — auction rate preferred(2)(3)

    (0.01     (0.10     (0.10
 

 

 

   

 

 

   

 

 

 

Common dividends(3)

                (0.09

Common distributions — return of capital(3)

    (1.94     (1.99     (1.84
 

 

 

   

 

 

   

 

 

 

Total dividends and distributions — common

    (1.94     (1.99     (1.93
 

 

 

   

 

 

   

 

 

 

Underwriting discounts and offering costs on the issuance of auction rate preferred stock

                 

Effect of issuance of common stock

    0.12             0.26  

Effect of shares issued in reinvestment of distributions

    0.05       0.04       0.01  
 

 

 

   

 

 

   

 

 

 

Total capital stock transactions

    0.17       0.04       0.27  
 

 

 

   

 

 

   

 

 

 

Net asset value, end of period

  $ 20.13     $ 14.74     $ 30.08  
 

 

 

   

 

 

   

 

 

 

Market value per share of common stock, end of period

  $ 24.43     $ 13.37     $ 28.27  
 

 

 

   

 

 

   

 

 

 

Total investment return based on common stock market value(4)

    103.0     (48.8 )%      (4.4 )% 

Total investment return based on net asset value(6)

    51.7     (46.9 )%      10.2

Supplemental Data and Ratios(7)

     

Net assets applicable to common stockholders, end of period

  $ 1,038,277     $ 651,156     $ 1,300,030  

Ratio of expenses to average net assets

     

Management fees (net of fee waiver)

    2.1     2.2     2.3

Other expenses

    0.4       0.3       0.2  
 

 

 

   

 

 

   

 

 

 

Subtotal

    2.5       2.5       2.5  

Interest expense and distributions on mandatory redeemable preferred stock(2)

    2.5       3.4       2.3  

Income tax expense(8)

    25.4             3.5  
 

 

 

   

 

 

   

 

 

 

Total expenses

    30.4     5.9     8.3
 

 

 

   

 

 

   

 

 

 

Ratio of net investment income (loss) to average net assets(2)

    (2.0 )%      (2.8 )%      (2.3 )% 

Net increase (decrease) in net assets to common stockholders resulting from operations to average net assets

    43.2     (51.2 )%      7.3

Portfolio turnover rate

    28.9     6.7     10.6

Average net assets

  $ 774,999     $ 1,143,192     $ 1,302,425  

Notes outstanding, end of period(9)

  $ 370,000     $ 304,000     $ 505,000  

Credit facility outstanding, end of period(9)

  $     $     $ 97,000  

Term loan outstanding, end of period(9)

  $     $     $  

Auction rate preferred stock, end of period(9)

  $ 75,000     $ 75,000     $ 75,000  

Mandatory redeemable preferred stock, end of period(9)

  $     $     $  

Average shares of common stock outstanding

    46,894,632       43,671,666       41,134,949  

Asset coverage of total debt(10)

    400.9     338.9     328.4

Asset coverage of total leverage (debt and preferred stock)(11)

    333.3     271.8     292.0

Average amount of borrowings per share of common stock during the period(1)

  $ 6.79     $ 11.52     $ 12.14  

 

See accompanying notes to financial statements.

 

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KAYNE ANDERSON MLP INVESTMENT COMPANY

FINANCIAL HIGHLIGHTS

(amounts in 000’s, except share and per share amounts)

 

 

(1) Based on average shares of common stock outstanding.

 

(2) Distributions on the Company’s MRP Shares are treated as an operating expense under GAAP and are included in the calculation of net investment income (loss). See Note 2 — Significant Accounting Policies.

 

(3) The characterization of the distributions paid for the nine months ended August 31, 2017 is based solely on the Company’s operating results during the period and does not reflect the expected results during the remainder of the fiscal year. The information presented for each of the other periods is a characterization of the total distributions paid to preferred stockholders and common stockholders as either a dividend (eligible to be treated as qualified dividend income) or a distribution (return of capital) and is based on the Company’s earnings and profits.

 

(4) Total investment return based on market value is calculated assuming a purchase of common stock at the market price on the first day and a sale at the current market price on the last day of the period reported. The calculation also assumes reinvestment of distributions at actual prices pursuant to the Company’s dividend reinvestment plan.

 

(5) Not annualized.

 

(6) Total investment return based on net asset value is calculated assuming a purchase of common stock at the net asset value on the first day and a sale at the net asset value on the last day of the period reported. The calculation also assumes reinvestment of distributions at actual prices pursuant to the Company’s dividend reinvestment plan.

 

(7) Unless otherwise noted, ratios are annualized.

 

(8) For the nine months ended August 31, 2017, and for the fiscal years ended November 30, 2015 and November 30, 2008, the Company reported an income tax benefit of $26,507 (1.6% of average net assets on an annualized basis), $980,647 (30.7% of average net assets) and $339,991 (29.7% of average net assets), respectively, primarily related to unrealized losses on investments. The income tax expense is assumed to be 0% because the Company reported a net deferred income tax benefit during the period.

 

(9) Principal/liquidation value.

 

(10) Calculated pursuant to section 18(a)(1)(A) of the 1940 Act. Represents the value of total assets less all liabilities not represented by Notes (principal value) or any other senior securities representing indebtedness and MRP Shares (liquidation value) divided by the aggregate amount of 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 Credit Facility and the Term Loan are considered senior securities representing indebtedness.

 

(11) Calculated pursuant to section 18(a)(2)(A) of the 1940 Act. Represents the value of total assets less all liabilities not represented by Notes (principal value), any other senior securities representing indebtedness and MRP Shares (liquidation value) divided by the aggregate amount of Notes, any other senior securities representing indebtedness and MRP Shares. Under the 1940 Act, the Company may not declare or make any distribution on its common stock nor can it issue additional preferred stock if at the time of such declaration or issuance, its asset coverage with respect to all senior securities would be less than 200%. In addition to the limitations under the 1940 Act, the Company, under the terms of its MRP Shares, would not be able to declare or pay any distributions on its common stock if such declaration would cause its asset coverage with respect to all senior securities to be less than 225%. For purposes of these tests, the Credit Facility and the Term Loan are considered senior securities representing indebtedness.

 

See accompanying notes to financial statements.

 

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KAYNE ANDERSON MLP INVESTMENT COMPANY

NOTES TO FINANCIAL STATEMENTS

(amounts in 000’s, except number of option contracts, share and per share amounts)

(UNAUDITED)

 

1.    Organization

Kayne Anderson MLP Investment Company (the “Company”) was organized as a Maryland corporation on June 4, 2004, and is a non-diversified closed-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”). The Company’s investment objective is to obtain a high after-tax total return by investing at least 85% of its total assets in energy-related partnerships and their affiliates (collectively, “master limited partnerships” or “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, crude oil, refined petroleum products or coal (collectively with MLPs, “Midstream Energy Companies”). The Company commenced operations on September 28, 2004. The Company’s shares of common stock are listed on the New York Stock Exchange, Inc. (“NYSE”) under the symbol “KYN.”

2.    Significant Accounting Policies

The following is a summary of the significant accounting policies that the Company uses to prepare its financial statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The Company is an investment company and follows accounting and reporting guidance of the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 946 — “Financial Services — Investment Companies.”

A. Use of Estimates — The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of income and expenses during the period. Actual results could differ materially from those estimates.

B. Cash and Cash Equivalents — Cash and cash equivalents include short-term, liquid investments with an original maturity of three months or less and include money market fund accounts.

C. Calculation of Net Asset Value —  The Company determines its net asset value on a daily basis and reports its net asset value on its website. Net asset value is computed by dividing the value of the Company’s assets (including accrued interest and distributions and current and deferred income tax assets), less all of its liabilities (including accrued expenses, distributions payable, current and deferred accrued income taxes, and any borrowings) and the liquidation value of any outstanding preferred stock, by the total number of common shares outstanding.

D. Investment Valuation — Readily marketable portfolio securities listed on any exchange other than the NASDAQ Stock Market, Inc. (“NASDAQ”) are valued, except as indicated below, at the last sale price on the business day as of which such value is being determined. If there has been no sale on such day, the securities are valued at the mean of the most recent bid and ask prices on such day. Securities admitted to trade on the NASDAQ are valued at the NASDAQ official closing price. Portfolio securities traded on more than one securities exchange are valued at the last sale price on the business day as of which such value is being determined at the close of the exchange representing the principal market for such securities.

Equity securities traded in the over-the-counter market, but excluding securities admitted to trading on the NASDAQ, are valued at the closing bid prices. Debt securities that are considered bonds are valued by using the mean of the bid and ask prices provided by an independent pricing service or, if such prices are not available or in the judgment of KA Fund Advisors, LLC (“KAFA”) such prices are stale or do not represent fair value, by an independent broker. For debt securities that are considered bank loans, the fair market value is determined by using the mean of the bid and ask prices provided by the agent or syndicate bank or principal market maker. When price quotes for securities are not available, or such prices are stale or do not represent fair value in the judgment of KAFA, fair market value will be determined using the Company’s valuation process for securities that are privately issued or otherwise restricted as to resale.

 

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KAYNE ANDERSON MLP INVESTMENT COMPANY

NOTES TO FINANCIAL STATEMENTS

(amounts in 000’s, except number of option contracts, share and per share amounts)

(UNAUDITED)

 

Exchange-traded options and futures contracts are valued at the last sales price at the close of trading in the market where such contracts are principally traded or, if there was no sale on the applicable exchange on such day, at the mean between the quoted bid and ask price as of the close of such exchange.

The Company holds securities that are privately issued or otherwise restricted as to resale. For these securities, as well as any security for which (a) reliable market quotations are not available in the judgment of KAFA, or (b) the independent pricing service or independent broker does not provide prices or provides a price that in the judgment of KAFA is stale or does not represent fair value, shall each be valued 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 valued by senior professionals of KAFA who are responsible for the portfolio investments. The investments will be valued monthly with new investments valued at the time such investment was made.

 

   

Investment Team Valuation Documentation.    Preliminary valuation conclusions will be determined by senior management of KAFA. Such valuations and supporting documentation are submitted to the Valuation Committee (a committee of the Company’s Board of Directors) and the Board of Directors on a quarterly basis.

 

   

Valuation Committee.    The Valuation Committee meets to consider the valuations submitted by KAFA at the end of each quarter. Between meetings of the Valuation Committee, a senior officer of KAFA is authorized to make valuation determinations. All valuation determinations of the Valuation Committee are subject to ratification by the Board of Directors at its next regular meeting.

 

   

Valuation Firm.    Quarterly, a third-party valuation firm engaged by the Board of Directors reviews the valuation methodologies and calculations employed for these securities, unless the aggregate fair value of such security is less than 0.1% of total assets.

 

   

Board of Directors Determination.    The Board of Directors meets quarterly to consider the valuations provided by KAFA and the Valuation Committee 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.

At August 31, 2017, the Company held 6.4% of its net assets applicable to common stockholders (3.5% of total assets) in securities that were fair valued pursuant to procedures adopted by the Board of Directors (Level 3 securities). The aggregate fair value of these securities at August 31, 2017 was $125,847. See Note 3 — Fair Value and Note 7 — Restricted Securities.

E. Security Transactions — Security transactions are accounted for on the date these securities are purchased or sold (trade date). Realized gains and losses are calculated using the specific identification cost basis method for GAAP purposes. For tax purposes, the Company utilizes the average cost method to compute the adjusted tax cost basis of its MLP securities.

F. Return of Capital Estimates — Distributions received from the Company’s investments in MLPs and other securities 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. The Company estimates that 91% of distributions received from its MLP investments were return of capital distributions. This estimate is adjusted to actual in the subsequent fiscal year when tax reporting information related to the Company’s MLP investments is received. Such estimates for MLPs and other investments are based on historical information available from each investment and other industry sources.

 

 

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KAYNE ANDERSON MLP INVESTMENT COMPANY

NOTES TO FINANCIAL STATEMENTS

(amounts in 000’s, except number of option contracts, share and per share amounts)

(UNAUDITED)

 

The return of capital portion of the distributions is a reduction to investment income that results in an equivalent reduction in the cost basis of the associated investments and increases net realized gains (losses) and net change in unrealized gains (losses). If the distributions received by the Company exceed its cost basis (i.e. its cost basis has been reduced to zero), the distributions are treated as realized gains.

The Company includes all distributions received on its Statement of Operations and reduces its investment income by (i) the estimated return of capital and (ii) the distributions in excess of cost basis, if any. For the nine months ended August 31, 2017, the Company estimated $190,513 of return of capital and $8,372 of distributions that were in excess of cost basis. The distributions that were in excess of cost basis were treated as realized gains.

In accordance with GAAP, the return of capital cost basis reductions for the Company’s MLP investments are limited to the total amount of the cash distributions received from such investments. For income tax purposes, the cost basis reductions for the Company’s MLP investments typically exceed cash distributions received from such investments due to allocated losses from these investments. See Note 6 — Income Taxes.

The following table sets forth the Company’s estimated return of capital portion of the distributions received from its investments.

 

      For the
Three Months
Ended
August 31,
2017
    For the
Nine Months
Ended
August 31,
2017
 

Return of capital portion of dividends and distributions received

     100     90

Return of capital — attributable to net realized gains (losses)

   $ 8,724     $ 13,696  

Return of capital — attributable to net change in unrealized gains (losses)

     59,340       176,817  
  

 

 

   

 

 

 

Total return of capital

   $ 68,064     $ 190,513  
  

 

 

   

 

 

 

For the three and nine months ended August 31, 2017, the Company estimated the return of capital portion of distributions received to be $53,394 (79%) and $175,843 (83%), respectively. These amounts were increased by $14,670 due to 2016 tax reporting information received by the Company in fiscal 2017. As a result, the return of capital percentages for the three and nine months ended August 31, 2017 were 100% and 90%, respectively. In addition, for the three and nine months ended August 31, 2017, the Company estimated the cash distributions that were in excess of cost basis to be $3,471 and $8,372, respectively.

G. 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.

Debt securities that the Company may hold will typically be 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 a premium are based on the effective interest method. The amount of these non-cash adjustments, if any, can be found in the Company’s 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.

The Company may receive paid-in-kind and non-cash dividends and distributions in the form of additional units or shares from its investments. For paid-in-kind dividends, the additional units are not reflected in

 

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KAYNE ANDERSON MLP INVESTMENT COMPANY

NOTES TO FINANCIAL STATEMENTS

(amounts in 000’s, except number of option contracts, share and per share amounts)

(UNAUDITED)

 

investment income during the period received, but are recorded as unrealized gains upon receipt. Non-cash distributions are reflected in investment income because the Company has the option to receive its distributions in cash or in additional units of the security. During the three and nine months ended August 31, 2017, the Company received $823 and $2,887, respectively, of paid-in-kind dividends from its investment in Enbridge Energy Management, L.L.C. and $8,133 and $23,733, respectively, of non-cash distributions from its investments in Enterprise Products Partners L.P.

H. Distributions to Stockholders — Distributions to common stockholders are recorded on the ex-dividend date. Distributions to holders of MRP Shares are accrued on a daily basis as described in Note 12 — Preferred Stock. As required by the Distinguishing Liabilities from Equity topic of the FASB Accounting Standards Codification (ASC 480), the Company includes the accrued distributions on its MRP Shares as an operating expense due to the fixed term of this obligation. For tax purposes the payments made to the holders of the Company’s MRP Shares are treated as dividends or distributions.

The characterization of the distributions paid to holders of MRP Shares and common stock as either a dividend (eligible to be treated as qualified dividend income) or a distribution (return of capital) is determined after the end of the fiscal year based on the Company’s actual earnings and profits and, therefore, the characterization may differ from preliminary estimates.

I. Partnership Accounting Policy — The Company records its pro-rata share of the income (loss), 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 Company’s Statement of Operations.

J. 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 MLP’s taxable income or loss in computing its own taxable income. Deferred income taxes reflect (i) taxes on unrealized gains (losses), which are attributable to the difference between fair value and tax cost basis, (ii) the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes and (iii) the net tax benefit of accumulated net operating and capital losses. To the extent the Company has a deferred tax asset, consideration is given as to whether or not a valuation allowance is required. The need to establish a valuation allowance for deferred tax assets is assessed periodically by the Company based on the Income Tax Topic of the FASB Accounting Standards Codification (ASC 740), 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 Company’s 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 Company utilizes the average cost method to compute the adjusted tax cost basis of its MLP securities.

The Company’s 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. Tax years subsequent to fiscal year 2012 remain open and subject to examination by the federal and state tax authorities.

K. Derivative Financial Instruments — The Company may utilize derivative financial instruments in its operations.

 

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KAYNE ANDERSON MLP INVESTMENT COMPANY

NOTES TO FINANCIAL STATEMENTS

(amounts in 000’s, except number of option contracts, share and per share amounts)

(UNAUDITED)

 

In October 2016, the Securities and Exchange Commission (“SEC”) adopted new rules and forms, and amendments to certain current rules and forms, to modernize reporting and disclosure of information by registered investment companies. The amendments to Regulation S-X will require standardized, enhanced disclosure about derivatives in investment company financial statements, and will also change the rules governing the form and content of such financial statements. The Company adopted the amendments to Regulation S-X as of August 1, 2017, which requires disclosure of the notional amount of open call option contracts written. As of August 31, 2017, the Company did not have any open option contracts.

Interest rate swap contracts.    The Company may use hedging techniques such as interest rate swaps to mitigate potential interest rate risk on a portion of the Company’s leverage. Such interest rate swaps would principally be used to protect the Company against higher costs on its leverage resulting from increases in interest rates. The Company does not hedge any interest rate risk associated with portfolio holdings. Interest rate transactions the Company may use for hedging purposes may 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 or termination payments 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 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 realized gains or reducing its ownership of certain securities. If the Company writes a call option on a security, the Company has the obligation upon exercise of the option to deliver the underlying security upon payment of the exercise price. The Company will only write call options on securities that the Company holds in its portfolio (i.e., covered calls).

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.

 

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KAYNE ANDERSON MLP INVESTMENT COMPANY

NOTES TO FINANCIAL STATEMENTS

(amounts in 000’s, except number of option contracts, share and per share amounts)

(UNAUDITED)

 

L.  Indemnifications — Under the Company’s organizational documents, its officers and directors are indemnified against certain liabilities arising out of the performance of their duties to the Company. In addition, in the normal course of business, the Company enters into contracts that provide general indemnification to other parties. The Company’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Company that have not yet occurred, and may not occur. However, the Company has not had prior claims or losses pursuant to these contracts and expects the risk of loss to be remote.

M.  Offering and Debt Issuance Costs — Offering costs incurred by the Company related to the issuance of its common stock reduce additional paid-in capital when the stock is issued. Costs incurred by the Company related to the issuance of its debt (credit facility, term loan or notes) or its preferred stock are capitalized and amortized over the period the debt or preferred stock is outstanding.

In April 2015, the FASB issued Accounting Standards Update (“ASU”) No. 2015-03 “Interest — Imputation of Interest (Subtopic 835-30), Simplifying the Presentation of Debt Issuance Costs”. ASU No. 2015-03 requires that all costs incurred to issue debt be presented in the balance sheet as a direct deduction from the carrying value of the debt. In August 2015, the FASB issued ASU No. 2015-15 “Interest — Imputation of Interest (Subtopic 835-30), Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements”. ASU No. 2015-15 states that the SEC staff will not object to an entity presenting the cost of securing a revolving line of credit as an asset, regardless of whether a balance is outstanding. In the first quarter of fiscal 2017, the Company adopted ASU No. 2015-03 and ASU No. 2015-15 and has classified the costs incurred to issue Notes and MRP Shares as a deduction from the carrying value of Notes and MRP Shares on the Statement of Assets and Liabilities. Previously, these issuance costs were capitalized as an asset on the Statement of Assets and Liabilities. Additionally, the Company has updated its disclosure in Notes 11 and 12 related to the unamortized Note and MRP Share issuance costs. For the purpose of calculating the Company’s asset coverage ratios pursuant to the 1940 Act, deferred issuance costs are not deducted from the carrying value of Notes and MRP Shares. There was no financial reporting impact to information presented for prior periods as a result of this accounting standard update.

3.    Fair Value

The Fair Value Measurement Topic of the FASB Accounting Standards Codification (ASC 820) defines fair value as the price at which an orderly transaction to sell an asset or to transfer a liability would take place between market participants under current market conditions at the measurement date. As required by ASC 820, the Company has performed an analysis of all assets and liabilities (other than deferred taxes) measured at fair value to determine the significance and character of all inputs to their fair value determination. Inputs are the assumptions, along with considerations of risk, that a market participant would use to value an asset or a liability. In general, observable inputs are based on market data that is readily available, regularly distributed and verifiable that the Company obtains from independent, third-party sources. Unobservable inputs are developed by the Company based on its own assumptions of how market participants would value an asset or a liability.

The fair value hierarchy prioritizes the inputs to valuation techniques used to measure fair value into the following three broad categories.

 

   

Level 1 — Valuations based on quoted unadjusted prices for identical instruments in active markets traded on a national exchange to which the Company has access at the date of measurement.

 

   

Level 2 — Valuations based on 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.

 

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KAYNE ANDERSON MLP INVESTMENT COMPANY

NOTES TO FINANCIAL STATEMENTS

(amounts in 000’s, except number of option contracts, share and per share amounts)

(UNAUDITED)

 

 

   

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 Company’s own assumptions that market participants would use to price the asset or liability based on the best available information.

The following table presents the Company’s assets measured at fair value on a recurring basis at August 31, 2017, and the Company presents these assets by security type and description on its Schedule of Investments. Note that the valuation levels below are not necessarily an indication of the risk or liquidity associated with the underlying investment.

 

      Total      Quoted Prices in
Active  Markets
(Level 1)
     Prices with  Other
Observable Inputs
(Level 2)
    Unobservable
Inputs
(Level 3)
 

Assets at Fair Value

          

Equity investments

   $ 3,547,410      $ 3,392,844      $ 28,719 (1)    $ 125,847  

Short-term investments

     37,705        37,705               
  

 

 

    

 

 

    

 

 

   

 

 

 

Total assets at fair value

   $ 3,585,115      $ 3,430,549      $ 28,719     $ 125,847  
  

 

 

    

 

 

    

 

 

   

 

 

 

 

 

(1) The Company’s investment in Plains AAP, L.P. (“PAGP-AAP”) is exchangeable on a one-for-one basis into either Plains GP Holdings, L.P. (“PAGP”) shares or Plains All American Pipeline, L.P. (“PAA”) units at the Company’s option. The Company values its PAGP-AAP investment on an “as exchanged” basis based on the higher public market value of either PAGP or PAA. As of August 31, 2017, the Company’s PAGP-AAP investment is valued at PAGP’s closing price. The Company categorizes its investment as a Level 2 security for fair value reporting purposes.

The Company did not have any liabilities that were measured at fair value on a recurring basis using significant unobservable inputs (Level 3) at August 31, 2017. For the nine months ended August 31, 2017, there were no transfers between Level 1 and Level 2.

As of August 31, 2017, the Company had Notes outstanding with aggregate principal amount of $747,000 and 11,680,000 shares of MRP Shares outstanding with a total liquidation value of $292,000. See Note 11 — Notes and Note 12 — Preferred Stock.

Of the $292,000 of MRP Shares, Series F ($125,000 liquidation value) is publicly traded on the NYSE. As a result, the Company categorizes this series of MRP Shares as Level 1. The remaining series of MRP Shares and all of the Notes were issued in private placements to institutional investors and are not listed on any exchange or automated quotation system. As such, the Company categorizes all of the Notes ($747,000 aggregate principal amount) and the remaining MRP Shares ($167,000 aggregate liquidation value) as Level 3 and determines the fair value of these instruments based on estimated market yields and credit spreads for comparable instruments with similar maturity, terms and structure.

The Company records these Notes and MRP Shares on its Statement of Assets and Liabilities at principal amount or liquidation value. As of August 31, 2017, the estimated fair values of these leverage instruments are as follows.

 

Instrument

   Principal Amount/
Liquidation  Value
     Fair Value  

Notes (Series W, Z through GG and II through OO)

   $ 747,000      $ 773,500  

MRP Shares (Series C, H, I and J)

   $ 167,000      $ 169,900  

MRP Shares (Series F)

   $ 125,000      $ 127,400  

 

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KAYNE ANDERSON MLP INVESTMENT COMPANY

NOTES TO FINANCIAL STATEMENTS

(amounts in 000’s, except number of option contracts, share and per share amounts)

(UNAUDITED)

 

The following tables present the Company’s assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the three and nine months ended August 31, 2017.

 

Three Months Ended August 31, 2017

   Equity
Investments
 

Balance  —  May 31, 2017

   $ 122,121  

Purchases

      

Transfers out to Level 1 and 2

      

Realized gains (losses)

      

Unrealized gains (losses), net

     3,726  
  

 

 

 

Balance  —  August 31, 2017

   $ 125,847  
  

 

 

 

 

Nine Months Ended August 31, 2017

   Equity
Investments
 

Balance — November 30, 2016

   $ 126,321  

Purchases

     13,868  

Transfers out to Level 1 and 2

     (20,143

Realized gains (losses)

      

Unrealized gains (losses), net

     5,801  
  

 

 

 

Balance — August 31, 2017

   $ 125,847  
  

 

 

 

The purchase of $13,868 relates to the Company’s investments in Dominion Midstream Partners, LP convertible preferred units (December 2016).

The transfers out of $20,143 relate to the Company’s investments in Rice Midstream Partners LP that became marketable during the first quarter of 2017 and Western Gas Partners, LP convertible preferred units that were converted into common units during the first and second quarters of 2017. The Company utilizes the beginning of the reporting period method for determining transfer between levels.

The $3,726 and $5,801 of net unrealized gains relate to investments that were still held at the end of the reporting period, and the Company includes these unrealized gains and losses on the Statement of Operations — Net Change in Unrealized Gains (Losses).

Valuation Techniques and Unobservable Inputs

Unless otherwise determined by the Board of Directors, the Company values its private investments in public equity (“PIPE”) investments that are convertible into or otherwise will become publicly tradeable (e.g., through subsequent registration or expiration of a restriction on trading) based on the market value of the publicly-traded security less a discount. This discount is initially equal to the discount negotiated at the time the Company agrees to a purchase price. To the extent that such securities are convertible or otherwise become publicly traded within a time frame that may be reasonably determined, this discount will be amortized on a straight line basis over such estimated time frame.

 

The Company owns convertible preferred units of Capital Product Partners L.P. (“CPLP”), Dominion Midstream Partners, LP (“DM”) and MPLX LP (“MPLX”). The convertible preferred units are (in the case of CPLP), or will be (in the case of DM and MPLX), convertible on a one-for-one basis into common units and are senior to the underlying common units in terms of liquidation preference and priority of distributions. The Company’s Board of Directors has determined that it is appropriate to value the convertible preferred units using a convertible pricing model. This model takes into account the attributes of the convertible preferred units, including the preferred dividend, conversion ratio and call features, to determine the estimated value of such units. In using this model, the Company estimates (i) the credit spread for the convertible preferred units, which

 

24


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KAYNE ANDERSON MLP INVESTMENT COMPANY

NOTES TO FINANCIAL STATEMENTS

(amounts in 000’s, except number of option contracts, share and per share amounts)

(UNAUDITED)

 

is based on credit spreads for comparable companies for CPLP and DM and the credit spread of the partnership’s unsecured notes in the case of MPLX, and (ii) the expected volatility for the underlying common units, which is based on historical volatility. For CPLP, the Company applies a discount to the value derived from the convertible pricing model to account for an expected discount in market prices for its convertible securities relative to the values calculated using the pricing model. For DM and MPLX, the Company applies a discount to the value derived from the convertible pricing model to account for the expected period of illiquidity. In each case, if the resulting price for the convertible preferred units is less than the public market price for the underlying common units at such time, the public market price for the common units will be used to value the convertible preferred units.

The Company also has a private investment in the Creditors Trust of Miller Bros. Coal, LLC (“Clearwater Trust”), which is a privately held entity. Clearwater Trust has an overriding royalty interest in certain coal reserves that were sold as part of the reorganization of Clearwater Natural Resources, LP. Clearwater Trust has agreed to sell this overriding royalty interest and is receiving monthly installment payments through September 2017 from the buyer as payment for this royalty interest. The Company values its interest in Clearwater Trust based on the discounted cash flow from the expected monthly installment payments. Generally an increase in the discount rate selected by the Company will result in a decrease in the fair value of Clearwater Trust.

Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of the Company’s investments may fluctuate from period to period. Additionally, the fair value of the Company’s investments may differ from the values that would have been used had a ready market existed for such investments and may differ materially from the values that the Company may ultimately realize.

The following table summarizes the significant unobservable inputs that the Company used to value its portfolio investments categorized as Level 3 as of August 31, 2017:

Quantitative Table for Valuation Techniques

 

                  Range     Weighted
Average
 

Assets at Fair Value

  Fair Value    

Valuation Technique

 

Unobservable Inputs

  Low     High    

DM and MPLX – valued based on pricing model

  $ 102,696     - Convertible pricing model  

- Credit spread

- Volatility

- Illiquidity discount

   

4.0%
22.5%
0.0%
 
 
 
   

4.8%
25.0%
1.0%
 
 
 
   

4.5%
23.8%
0.1%
 
 
 
           

CPLP – valued based on pricing model

    23,121    

- Convertible pricing model

 

- Credit spread

- Volatility

- Discount for marketability

   

6.8%

40.0%

10.0%

 

 

 

   

7.5%

45.0%

10.0%

 

 

 

   

7.1%

42.5%

10.0%

 

 

 

           

Clearwater Trust

    30     - Discounted cash flow   - Discount rate     20%       20%       20%  
           
 

 

 

           

Total

  $ 125,847            
 

 

 

           

4.    Concentration of Risk

The Company’s investments are concentrated in the energy sector. The focus of the Company’s portfolio within the energy sector may present more risks than if the Company’s portfolio were broadly diversified across numerous sectors of the economy. A downturn in the energy sector would have a larger impact on the Company than on an investment company that does not focus on the energy sector. The performance of securities in the energy sector may lag the performance of other industries or the broader market as a whole. Additionally, to the extent that the Company invests a relatively high percentage of its assets in the securities of a limited number of issuers, the Company may be

 

25


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KAYNE ANDERSON MLP INVESTMENT COMPANY

NOTES TO FINANCIAL STATEMENTS

(amounts in 000’s, except number of option contracts, share and per share amounts)

(UNAUDITED)

 

more susceptible than a more widely diversified investment company to any single economic, political or regulatory occurrence. At August 31, 2017, the Company had the following investment concentrations:

 

Category

   Percent of
Long-Term
Investments
 

Securities of energy companies

     100.0

Equity securities

     100.0

Securities of MLPs(1)

     88.5

Midstream Energy Companies

     99.8

Largest single issuer

     14.5

Restricted securities

     4.4

 

(1) Securities of MLPs consist of energy-related partnerships and their affiliates (including affiliates of MLPs that own general partner interests or, in some cases subordinated units, registered or unregistered common units, or other limited partner units in a MLP) and partnerships that elected to be taxed as a corporation for federal income tax purposes.

5.    Agreements and Affiliations

A. Administration Agreement — The Company has entered into an administration and accounting agreement with Ultimus Fund Solutions, LLC (“Ultimus”), which may be amended from time to time. Pursuant to the agreement, Ultimus will provide certain administrative and accounting services for the Company. The agreement has automatic one-year renewals unless earlier terminated by either party as provided under the terms of the agreement.

B. Investment Management Agreement — The Company has entered into an investment management agreement with KA Fund Advisors, LLC (“KAFA”) under which KAFA, subject to the overall supervision of the Company’s Board of Directors, manages the day-to-day operations of, and provides investment advisory services to, the Company. For providing these services, KAFA receives an investment management fee from the Company. KAFA has also entered into a fee waiver agreement with the Company that provides for a management fee of 1.375% on average total assets up to $4,500,000, a fee of 1.25% on average total assets between $4,500,000 and $9,500,000, a fee of 1.125% on average total assets between $9,500,000 and $14,500,000 and a fee of 1.0% on average total assets in excess of $14,500,000. On March 30, 2017, the Company renewed its investment management agreement and fee waiver agreement with KAFA for a period of one year. The investment management and fee waiver agreements will expire on March 31, 2018 and may be renewed annually thereafter upon approval of the Company’s Board of Directors (including a majority of the Company’s directors who are not “interested persons” of the Company, as such term is defined in the 1940 Act). For the nine months ended August 31, 2017, the Company paid management fees at an annual rate of 1.375% of the Company’s average quarterly total assets (as defined in the investment management agreement).

For purposes of calculating the management fee the average total assets for each quarterly period are determined by averaging the total assets at the last day of that quarter with the total assets at the last day of the prior quarter. The Company’s total assets are equal to the Company’s gross asset value (which includes assets attributable to the Company’s use of preferred stock, commercial paper or notes and other borrowings and excludes any net deferred tax asset), minus the sum of the Company’s accrued and unpaid dividends and distributions on any outstanding common stock and accrued and unpaid dividends and 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.

 

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KAYNE ANDERSON MLP INVESTMENT COMPANY

NOTES TO FINANCIAL STATEMENTS

(amounts in 000’s, except number of option contracts, share and per share amounts)

(UNAUDITED)

 

C. Portfolio Companies — From time to time, the Company may “control” or may be an “affiliate” of one or more of its portfolio companies, as each of these terms is defined in the 1940 Act. In general, under the 1940 Act, the Company would be presumed to “control” a portfolio company if the Company and its affiliates owned 25% or more of its outstanding voting securities and would be an “affiliate” of a portfolio company if the Company and its affiliates 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 Company’s investment adviser), principal underwriters and affiliates of those affiliates or underwriters.

The Company believes that there are several factors that determine whether or not a security should be considered a “voting security” in complex structures such as limited partnerships of the kind in which the Company invests. The Company also notes that the Securities and Exchange Commission (the “SEC”) staff has issued guidance on the circumstances under which it would consider a limited partnership interest to constitute a voting security. Under most partnership agreements, the management of the partnership is vested in the general partner, and the limited partners, individually or collectively, have no rights to manage or influence management of the partnership through such activities as participating in the selection of the managers or the board of the limited partnership or the general partner. As a result, the Company believes that many of the limited partnership interests in which it invests should not be considered voting securities. However, it is possible that the SEC staff may consider the limited partner interests the Company holds in certain limited partnerships to be voting securities. If such a determination were made, the Company may be regarded as a person affiliated with and controlling the issuer(s) of those securities for purposes of Section 17 of the 1940 Act.

In making such a determination as to whether to treat any class of limited partnership interests the Company holds as a voting security, the Company considers, among other factors, whether or not the holders of such limited partnership interests have the right to elect the board of directors of the limited partnership or the general partner. If the holders of such limited partnership interests do not have the right to elect the board of directors, the Company generally has not treated such security as a voting security. In other circumstances, based on the facts and circumstances of those partnership agreements, including the right to elect the directors of the general partner, the Company has treated those securities as voting securities. If the Company does not consider the security to be a voting security, it will not consider such partnership to be an “affiliate” unless the Company and its affiliates own more than 25% of the outstanding securities of such partnership. Additionally, certain partnership agreements give common unitholders the right to elect the partnership’s board of directors, but limit the amount of voting securities any limited partner can hold to no more than 4.9% of the partnership’s outstanding voting securities (i.e., any amounts held in excess of such limit by a limited partner do not have voting rights). In such instances, the Company does not consider itself to be an affiliate if it owns more than 5% of such partnership’s common units.

There is no assurance that the SEC staff will not consider that other limited partnership securities that the Company owns and does not treat as voting securities are, in fact, voting securities for the purposes of Section 17 of the 1940 Act. If such determination were made, the Company will be required to abide by the restrictions on “control” or “affiliate” transactions as proscribed in the 1940 Act. The Company or any portfolio company that it controls, and its affiliates, may from time to time engage in certain of such joint transactions, purchases, sales and loans in reliance upon and in compliance with the conditions of certain exemptive rules promulgated by the SEC. The Company cannot make assurances, however, that it would be able to satisfy the conditions of these rules with respect to any particular eligible transaction, or even if the Company were allowed to engage in such a transaction, that the terms would be more or as favorable to the Company or any company that it controls as those that could be obtained in an arm’s length transaction. As a result of these prohibitions, restrictions may be imposed on the size of positions that may be taken for the Company or on the type of investments that it could make.

Clearwater Trust — At August 31, 2017, the Company held approximately 63% of the Clearwater Trust. The Company believes that it is an “affiliate” of the trust under the 1940 Act by virtue of its majority interest in the trust.

 

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Table of Contents

KAYNE ANDERSON MLP INVESTMENT COMPANY

NOTES TO FINANCIAL STATEMENTS

(amounts in 000’s, except number of option contracts, share and per share amounts)

(UNAUDITED)

 

Plains GP Holdings, L.P., Plains AAP, L.P. and Plains All American Pipeline, L.P. — Robert V. Sinnott is Co-Chairman of Kayne Anderson Capital Advisors, L.P. (“KACALP”), the managing member of KAFA. Mr. Sinnott also serves as a director of PAA GP Holdings LLC, which is the general partner of Plains GP Holdings L.P. (“PAGP”). Members of senior management of KACALP and KAFA and various affiliated funds managed by KACALP own PAGP shares, Plains All American Pipeline, L.P. (“PAA”) units and interests in Plains AAP, L.P. (“PAGP-AAP”). The Company believes that it is an affiliate of PAA, PAGP and PAGP-AAP under the 1940 Act by virtue of (i) the Company’s and other affiliated Kayne Anderson funds’ ownership interest in PAA, PAGP and PAGP-AAP and (ii) Mr. Sinnott’s participation on the board of PAA GP Holdings LLC.

The following table summarizes the Company’s investments in affiliates as of or for the period ended August 31, 2017:

 

                Dividends/
Distributions
Received
    Net Realized
Gains (Losses)
    Net Change in
Unrealized
Gains (Losses)
 

Investment(1)

  No. of
Shares/
Units(2)
(in 000’s)
    Value     Three
Months
Ended
    Nine
Months
Ended
    Three
Months
Ended
    Nine
Months
Ended
    Three
Months
Ended
    Nine
Months
Ended
 

Clearwater Trust

    N/A     $ 30     $     $ 56     $     $     $     $ (4

Plains All American Pipeline, L.P.

    8,962       194,111       4,929       14,754                   (37,785     (87,322

Plains GP Holdings, L.P.

                      77       (901     (1,028     528       132  

Plains GP Holdings, L.P. — Plains AAP, L.P.

    1,278       28,719       703       2,108                   (3,850     (13,615
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

 

  $ 222,860     $ 5,632     $ 16,995     $ (901   $ (1,028   $ (41,107   $ (100,809
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

(1) See Schedule of Investments for investment classification.

 

(2) During the nine months ended August 31, 2017, the Company purchased 87 units of PAA and 140 shares of PAGP, and sold 163 shares of PAGP.

6.    Income Taxes

The Company’s taxes include current and deferred income taxes. Current income taxes reflect the estimated income tax liability or asset of the Company as of a measurement date. Deferred income taxes reflect (i) taxes on net unrealized gains (losses), which are attributable to the difference between fair market value and tax cost 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 and capital losses, if any.

At August 31, 2017, the components of the Company’s current and deferred tax assets and liabilities are as follows.

 

Current income tax liability, net

   $ (6,218

Deferred tax assets:

  

Net operating loss carryforwards — Federal

   $ 3,420  

Capital loss carryforwards — State

     1,498  

AMT credit carryforwards

     17,287  

Deferred tax liabilities:

  

Net unrealized gains on investment securities

     (576,794
  

 

 

 

Total deferred income tax liability, net

   $ (554,589
  

 

 

 

During the nine months ended August 31, 2017, the Company received refunds of $10,790 related to federal carryback claims filed during the fourth quarter of fiscal 2016 and received $152 of state refunds. At August 31, 2017, the Company had a current income tax liability of $6,218. The net current income tax liability includes a $14,267 current liability that is the result estimated taxable income earned during the nine months ended August 31, 2017. This current liability is partially offset by (i) $7,897 of federal carryback claims filed in the fourth quarter of 2017 and (ii) $152 of refunds of state overpayment amounts.

 

28


Table of Contents

KAYNE ANDERSON MLP INVESTMENT COMPANY

NOTES TO FINANCIAL STATEMENTS

(amounts in 000’s, except number of option contracts, share and per share amounts)

(UNAUDITED)

 

At August 31, 2017, the Company had a federal net operating loss carryforward of $10,015 (deferred tax asset of $3,420). 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. The federal net operating loss carryforward begins to expire in 2036.

At August 31, 2017, the Company had a state capital loss carryforward of $56,718 (deferred tax asset of $1,498). Realization of the capital loss carryforward is dependent on generating sufficient capital gains prior to the expiration of the capital loss carryforward in 2021.

At August 31, 2017, the Company had alternative minimum tax (“AMT”) credit carryforwards of $17,287. AMT credits can be used to reduce regular tax to the extent that regular tax exceeds the AMT in a future year. AMT credits do not expire.

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 is 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 twenty years.

Based on the Company’s 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 Company’s 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 Company’s 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 Company’s 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 before taxes as follows:

 

      For the
Three Months
Ended
August 31,
2017
    For the
Nine Months
Ended
August 31,
2017
 

Computed federal income tax benefit (expense) at 35%

   $ 44,408     $ 28,409  

State income tax expense, net of federal tax

     2,188       1,532  

Non-deductible distributions on MRP Shares, dividend received deductions and other, net

     (1,443     (3,434
  

 

 

   

 

 

 

Total income tax benefit (expense)

   $ 45,153     $ 26,507  
  

 

 

   

 

 

 

The Company primarily invests in equity securities issued by MLPs, which generally are treated as partnerships for federal income tax purposes. As a limited partner of MLPs, the Company includes its allocable share of such MLPs’ income or loss in computing its own taxable income or loss. Additionally, for income tax purposes, the Company reduces the cost basis of its MLP investments by the cash distributions received, and increases or decreases the cost basis of its MLP investments by its allocable share of the MLP’s income or loss. During the nine months ended August 31, 2017, the Company reduced its tax cost basis by $156,231 due to its fiscal 2016 net allocated losses from its MLP investments.

The Company utilizes the average cost method to compute the adjusted tax cost basis of its MLP securities.

At August 31, 2017, the cost basis of investments for federal income tax purposes was $2,049,696. The cost basis for federal income tax purposes is $788,926 lower than the cost basis for GAAP reporting purposes primarily due to the additional basis adjustments attributable to the Company’s share of the allocated losses from its MLP investments.

 

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Table of Contents

KAYNE ANDERSON MLP INVESTMENT COMPANY

NOTES TO FINANCIAL STATEMENTS

(amounts in 000’s, except number of option contracts, share and per share amounts)

(UNAUDITED)

 

At August 31, 2017, gross unrealized appreciation and depreciation of investments and options for federal income tax purposes were as follows:

 

Gross unrealized appreciation of investments (including options, if any)

   $ 1,594,363  

Gross unrealized depreciation of investments (including options, if any)

     (58,944
  

 

 

 

Net unrealized appreciation of investments

   $ 1,535,419  
  

 

 

 

7.    Restricted Securities

From time to time, the Company’s ability to sell certain of its investments is subject to certain legal or contractual restrictions. For instance, private investments that are not registered under the Securities Act of 1933, as amended (the “Securities Act”), cannot be offered for public sale in a non-exempt transaction without first being registered. In other cases, certain of the Company’s investments have restrictions such as lock-up agreements that preclude the Company from offering these securities for public sale.

At August 31, 2017, the Company held the following restricted investments:

 

Investment

  Acquisition
Date
  Type of
Restriction
  Number
of Units
(in 000’s)
    Cost
Basis
(GAAP)
    Fair
Value
    Fair Value
Per Unit
    Percent
of Net
Assets
    Percent
of Total
Assets
 

Level 2 Investments(1)

               

Plains GP Holdings, L.P.—
Plains AAP, L.P.

  (2)   (3)     1,278     $ 6,859     $ 28,719     $ 22.48       1.4     0.8

Level 3 Investments(4)

               

Capital Product Partners L.P.

               

Class B Units

  (2)   (5)     3,030     $ 17,283     $ 23,121     $ 7.63       1.2     0.6

Clearwater Trust

               

Trust Interest

  (6)   (7)     N/A       2,639       30       N/A              

Dominion Midstream Partners, LP

               

Convertible Preferred Units

  12/1/16   (5)     525       13,883       16,044       30.54       0.8       0.5  

MPLX LP

               

Convertible Preferred Units

  5/13/16   (5)     2,255       72,217       86,652       38.42       4.4       2.4  
       

 

 

   

 

 

     

 

 

   

 

 

 

Total

 

  $ 106,022     $ 125,847         6.4     3.5
       

 

 

   

 

 

     

 

 

   

 

 

 

Total of all restricted investments

 

  $ 112,881     $ 154,566         7.8     4.3
       

 

 

   

 

 

     

 

 

   

 

 

 

 

(1) The Company values its investment in Plains AAP, L.P. (“PAGP-AAP”) on an “as exchanged” basis based on the higher public market value of either Plains GP Holdings, L.P. (“PAGP”) or Plains All American, L.P. (“PAA”). As of August 31, 2017, the Company’s PAGP-AAP investment is valued at PAGP’s closing price. See Note 3 — Fair Value.

 

(2) Security was acquired at various dates in prior fiscal years.

 

(3) The Company’s investment in PAGP-AAP is exchangeable on a one-for-one basis into either PAGP shares or PAA units at the Company’s option. Upon exchange, the PAGP shares or the PAA units will be freely tradable.

 

(4) Securities are valued using inputs reflecting the Company’s own assumptions as more fully described in Note 2 — Significant Accounting Policies and Note 3 — Fair Value.

 

(5) Unregistered or restricted security of a publicly-traded company.

 

(6) The Company holds an interest in the Clearwater Trust consisting primarily of a coal royalty interest. See Note 5 — Agreements and Affiliations.

 

(7) Unregistered security of a private trust.

 

30


Table of Contents

KAYNE ANDERSON MLP INVESTMENT COMPANY

NOTES TO FINANCIAL STATEMENTS

(amounts in 000’s, except number of option contracts, share and per share amounts)

(UNAUDITED)

 

8.    Derivative Financial Instruments

As required by the Derivatives and Hedging Topic of the FASB Accounting Standards Codification (ASC 815), the following are the derivative instruments and hedging activities of the Company. See Note 2 — Significant Accounting Policies.

Option Contracts — Transactions in option contracts for the three and nine months ended August 31, 2017 were as follows:

 

Three Months Ended August 31, 2017

   Number of
Contracts
    Premium  

Call Options Written

    

Options outstanding at May 31, 2017

     2,700     $ 240  

Options written

     500       70  

Options subsequently repurchased(1)

     (2,700     (241

Options exercised

     (500     (69

Options expired

            
  

 

 

   

 

 

 

Options outstanding at August 31, 2017

         $  
  

 

 

   

 

 

 

 

(1) The price at which the Company subsequently repurchased the options was $50 which resulted in net realized gains of $191.

 

Nine Months Ended August 31, 2017

   Number of
Contracts
    Premium  

Call Options Written

    

Options outstanding at November 30, 2016

     1,000     $ 124  

Options written

     6,850       611  

Options subsequently repurchased(1)

     (6,350     (542

Options exercised

     (1,500     (193

Options expired

            
  

 

 

   

 

 

 

Options outstanding at August 31, 2017

         $  
  

 

 

   

 

 

 

 

(1) The price at which the Company subsequently repurchased the options was $114 which resulted in net realized gains of $428.

Interest Rate Swap Contracts — The Company may enter into interest rate swap contracts to partially hedge itself from increasing expense on its leverage resulting from increasing interest rates. At the time the interest rate swap contracts reach their scheduled termination, there is a risk that the Company would not be able to obtain a replacement transaction or that the terms of the replacement transaction would not be as favorable as on the expiring transaction. In addition, if the Company is required to terminate any swap contract early, then the Company could be required to make a termination payment. As of August 31, 2017, the Company did not have any interest rate swap contracts outstanding.

 

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Table of Contents

KAYNE ANDERSON MLP INVESTMENT COMPANY

NOTES TO FINANCIAL STATEMENTS

(amounts in 000’s, except number of option contracts, share and per share amounts)

(UNAUDITED)

 

The Company did not have any derivative instruments outstanding as of August 31, 2017. The following tables set forth the effect of the Company’s derivative instruments on the Statement of Operations:

 

          For the Three Months Ended
August 31, 2017
 

Derivatives Not Accounted for as
Hedging Instruments

  

Location of Gains/(Losses) on Derivatives
Recognized in Income

   Net Realized
Gains/(Losses) on
Derivatives
Recognized in
Income
     Change in
Unrealized
Gains/(Losses) on
Derivatives
Recognized in
Income
 

Call options written

   Options    $ 191      $ (132

 

          For the Nine Months Ended
August 31, 2017
 

Derivatives Not Accounted for as
Hedging Instruments

  

Location of Gains/(Losses) on Derivatives
Recognized in Income

   Net Realized
Gains/(Losses) on
Derivatives
Recognized in
Income
     Change in
Unrealized
Gains/(Losses) on
Derivatives
Recognized in
Income
 

Call options written

   Options    $ 428      $ 157  

9.    Investment Transactions

For the nine months ended August 31, 2017, the Company purchased and sold securities in the amounts of $561,179 and $666,418 (excluding short-term investments and options, if any).

10.    Credit Facility and Term Loan

At August 31, 2017, the Company had a $150,000 unsecured revolving credit facility (the “Credit Facility”) with a syndicate of lenders. The Credit Facility has a two-year term maturing on February 28, 2018. The interest rate on outstanding loan balances may vary between LIBOR plus 1.60% and LIBOR plus 2.25%, depending on the Company’s asset coverage ratios. The Company pays a fee of 0.30% per annum on any unused amounts of the Credit Facility. For the nine months ended August 31, 2017, the Company did not have any borrowings outstanding under the Credit Facility.

At August 31, 2017, the Company had a $150,000 unsecured term loan (the “Term Loan”). The Term Loan has a five-year commitment maturing on February 18, 2019, and borrowings under the Term Loan bear interest at a rate of LIBOR plus 1.30%. The Company pays a fee of 0.25% per annum on any unused amount of the Term Loan. Amounts borrowed under the Term Loan may be repaid and subsequently reborrowed. For the nine months ended August 31, 2017, the average amount outstanding under the Term Loan was $62,828 with a weighted average interest rate of 2.24%. As of August 31, 2017, the Company had no outstanding borrowings under the Term Loan. The Company’s ability to borrow under the Term Loan is subject to meeting a minimum net asset threshold ($1,890,531 as of August 31, 2017). As of August 31, 2017, the Company’s net asset value ($1,977,171) exceeded this threshold.

As of August 31, 2017, the Company was in compliance with all financial and operational covenants required by the Credit Facility and Term Loan. See Financial Highlights for the Company’s asset coverage ratios under the 1940 Act.

 

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KAYNE ANDERSON MLP INVESTMENT COMPANY

NOTES TO FINANCIAL STATEMENTS

(amounts in 000’s, except number of option contracts, share and per share amounts)

(UNAUDITED)

 

11.    Notes

At August 31, 2017, the Company had $747,000 aggregate principal amount of Notes outstanding. On April 24, 2017, the Company redeemed all $20,000 of its Series Y Notes at par value. The table below sets forth the key terms of each series of Notes outstanding at August 31, 2017.

 

Series   Principal
Outstanding,
November 30,
2016
    Principal
Redeemed
    Principal
Outstanding,
August 31,
2017
    Unamortized
Issuance Costs
    Estimated
Fair Value
August 31,
2017
    Fixed
Interest Rate
 

Maturity
Date

W   $ 31,000     $     $ 31,000     $ 22     $ 31,800     4.38%   5/26/18
Y     20,000       (20,000                     2.91%   5/3/17
Z     15,000             15,000       29       15,400     3.39%   5/3/19
AA     15,000             15,000       40       15,500     3.56%   5/3/20
BB     35,000             35,000       115       36,700     3.77%   5/3/21
CC     76,000             76,000       286       80,600     3.95%   5/3/22
DD     75,000             75,000       158       75,800     2.74%   4/16/19
EE     50,000             50,000       176       51,300     3.20%   4/16/21
FF     65,000             65,000       283       67,800     3.57%   4/16/23
GG     45,000             45,000       222       47,000     3.67%   4/16/25
II     30,000             30,000       86       30,400     2.88%   7/30/19
JJ     30,000             30,000       126       31,100     3.46%   7/30/21
KK     80,000             80,000       442       84,900     3.93%   7/30/24
LL     50,000             50,000       203       50,800     2.89%   10/29/20
MM     40,000             40,000       199       41,100     3.26%   10/29/22
NN     20,000             20,000       106       20,600     3.37%   10/29/23
OO     90,000             90,000       496       92,700     3.46%   10/29/24
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

     
  $ 767,000     $ (20,000   $ 747,000     $ 2,989     $ 773,500      
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

     

Holders of the fixed rate Notes are entitled to receive cash interest payments semi-annually (on June 19 and December 19) at the fixed rate. As of August 31, 2017, the weighted average interest rate on the outstanding Notes was 3.47%.

As of August 31, 2017, each series of Notes was rated “AAA” by FitchRatings. On April 18, 2017, Kroll Bond Rating Agency (“KBRA”) initiated coverage on the Company’s Notes and assigned a rating of “AAA”. In the event the credit rating on any series of Notes falls below “A-” (for either FitchRatings or KBRA), the interest rate on such series will increase by 1% during the period of time such series is rated below “A-”. The Company is required to maintain a current rating from one rating agency with respect to each series of Notes and is prohibited from having any rating of less than investment grade (“BBB-”) with respect to each series of Notes.

The Notes were issued in private placement offerings to institutional investors and are not listed on any exchange or automated quotation system. The Notes contain various covenants related to other indebtedness, liens and limits on the Company’s overall leverage. Under the 1940 Act and the terms of the Notes, the Company may not declare dividends or make other distributions on shares of its common stock or make purchases of such shares if, at any time of the declaration, distribution or purchase, asset coverage with respect to senior securities representing indebtedness (including the Notes) would be less than 300%.

The Notes are redeemable in certain circumstances at the option of the Company. The 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 Company’s rating agency guidelines in a timely manner.

 

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KAYNE ANDERSON MLP INVESTMENT COMPANY

NOTES TO FINANCIAL STATEMENTS

(amounts in 000’s, except number of option contracts, share and per share amounts)

(UNAUDITED)

 

The Notes are unsecured obligations of the Company and, upon liquidation, dissolution or winding up of the Company, will rank: (1) senior to all of the Company’s outstanding preferred shares; (2) senior to all of the Company’s outstanding common shares; (3) on a parity with any unsecured creditors of the Company and any unsecured senior securities representing indebtedness of the Company; and (4) junior to any secured creditors of the Company.

At August 31, 2017, the Company was in compliance with all covenants under the Notes agreements.

12.    Preferred Stock

At August 31, 2017, the Company had 11,680,000 shares of MRP Shares outstanding, with a total liquidation value of $292,000 ($25.00 per share). On May 15, 2017, the Company redeemed all 320,000 shares of its Series B MRP Shares at liquidation value. The table below sets forth the key terms of each series of the MRP Shares at August 31, 2017.

 

Series   Liquidation
Value
November 30,
2016
     Liquidation
Value
Redeemed
    Liquidation
Value
August 31,
2017
     Unamortized
Issuance Costs
     Estimated
Fair Value
August 31,
2017
     Rate  

Mandatory
Redemption
Date

B   $ 8,000      $ (8,000   $      $      $      4.53%   11/9/17
C     42,000              42,000        189        44,200      5.20%   11/9/20
F(1)     125,000              125,000        1,044        127,400      3.50%   4/15/20
H     50,000              50,000        377        50,900      4.06%   7/30/21
I     25,000              25,000        223        25,200      3.86%   10/29/22
J     50,000              50,000        617        49,600      3.36%   11/9/21
 

 

 

    

 

 

   

 

 

    

 

 

    

 

 

      
  $ 300,000      $ (8,000   $ 292,000      $ 2,450      $ 297,300       
 

 

 

    

 

 

   

 

 

    

 

 

    

 

 

      

 

 

(1) Series F MRP Shares are publicly traded on the NYSE under the symbol “KYNPRF”. The fair value is based on the price of $25.48 as of August 31, 2017.

Holders of the Series C, H, I and J MRP Shares are entitled to receive cumulative cash dividend payments on the first business day following each quarterly period (February 28, May 31, August 31 and November 30). Holders of the Series F MRP Shares are entitled to receive cumulative cash dividend payments on the first business day of each month.

As of August 31, 2017, each series of MRP Shares was rated “A” by FitchRatings. On April 18, 2017, KBRA initiated coverage on the Company’s MRP Shares and assigned a rating of “A+”.

The table below outlines the terms of each series of MRP Shares. The dividend rate on the Company’s MRP Shares will increase if the credit rating is downgraded below “A”. Further, the annual dividend rate for all series of MRP Shares will increase by 4.0% if no ratings are maintained, and the annual dividend rate will increase by 5.0% if the Company fails to make dividend or certain other payments. The Company is required to maintain a current rating from one rating agency with respect to each series of MRP Shares.

 

    

Series C, H, I and J

 

Series F

Ratings Threshold

   “A”   “A”

Method of Determination

   Lowest Credit Rating   Highest Credit Rating

Increase in Annual Dividend Rate

   0.5% to 4.0%   0.75% to 4.0%

The MRP Shares rank senior to all of the Company’s outstanding common shares and on parity with any other preferred stock. The MRP Shares are redeemable in certain circumstances at the option of the Company and are also subject to a mandatory redemption if the Company fails to meet a total leverage (debt and preferred stock) asset coverage ratio of 225% or fails to maintain its basic maintenance amount as stated in the Company’s rating agency guidelines.

 

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KAYNE ANDERSON MLP INVESTMENT COMPANY

NOTES TO FINANCIAL STATEMENTS

(amounts in 000’s, except number of option contracts, share and per share amounts)

(UNAUDITED)

 

Under the terms of the MRP Shares, the Company may not declare dividends or pay other distributions on shares of its common stock or make purchases of such shares if, at any time of the declaration, distribution or purchase, asset coverage with respect to total leverage would be less than 225% or the Company would fail to maintain its basic maintenance amount as stated in the Company’s rating agency guidelines.

The holders of the MRP Shares have one vote per share and will vote together with the holders of common stock as a single class except on matters affecting only the holders of MRP Shares or the holders of common stock. The holders of the MRP Shares, voting separately as a single class, have the right to elect at least two directors of the Company.

At August 31, 2017, the Company was in compliance with the asset coverage and basic maintenance requirements of its MRP Shares.

13.    Common Stock

At August 31, 2017, the Company had 188,320,000 shares of common stock authorized and 114,575,715 shares outstanding. As of August 31, 2017, KACALP owned 285,929 shares of the Company. Transactions in common shares for the nine months ended August 31, 2017 were as follows:

 

Shares outstanding at November 30, 2016

     113,687,509  

Shares issued through reinvestment of distributions

     888,206  
  

 

 

 

Shares outstanding at August 31, 2017

     114,575,715  
  

 

 

 

14.    Subsequent Events

On September 28, 2017, the Company declared its quarterly distribution of $0.45 per common share for the third quarter. The total distribution of $51,559 was paid October 13, 2017. Of this total, pursuant to the Company’s dividend reinvestment plan, $5,024 was reinvested into the Company through the issuance of 301,365 shares of common stock.

The Company has performed an evaluation of subsequent events through the date the financial statements were issued and has determined that no additional items require recognition or disclosure.

 

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KAYNE ANDERSON MLP INVESTMENT COMPANY

INFORMATION REGARDING CHANGES TO INVESTMENT POLICY

(UNAUDITED)

 

On April 20, 2017, the Company’s Board of Directors approved the following change to its non-fundamental investment policy related to the use of leverage:

The prior policy allowed for the Company to utilize borrowings and preferred stock (each a “Leverage Instrument” and collectively “Leverage Instruments”) in an amount that represented approximately 30% of total assets, including proceeds from such Leverage Instruments. The revised policy has established target leverage levels of approximately 25-30% of total assets, including proceeds from such Leverage Instruments.

The revised policy became effective June 30, 2017, as follows:

“Under normal market conditions, the Company’s policy is to utilize borrowings and preferred stock (each a “Leverage Instrument” and collectively “Leverage Instruments”) in an amount that represents approximately 25%-30% of total assets (the “target leverage levels”), including proceeds from such Leverage Instruments. However, the Company reserves the right at any time, based on market conditions, (i) to reduce the target leverage levels or (ii) to use Leverage Instruments to the extent permitted by the 1940 Act.”

REPURCHASE DISCLOSURE

(UNAUDITED)

Notice is hereby given in accordance with Section 23(c) of the 1940 Act, that the Company may from time to time purchase shares of its common and preferred stock and its Notes in the open market or in privately negotiated transactions.

 

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Directors and Corporate Officers   
Kevin S. McCarthy    Chairman of the Board of Directors and Chief Executive Officer
Anne K. Costin    Director
Steven C. Good    Director
William H. Shea, Jr.     Director
James C. Baker    President
Terry A. Hart    Chief Financial Officer and Treasurer
David J. Shladovsky    Secretary
Michael J. O’Neil    Chief Compliance Officer
J.C. Frey    Executive Vice President,
Assistant Secretary and Assistant Treasurer
Ron M. Logan, Jr.    Senior Vice President
Alan R. Boswell    Vice President
Jody C. Meraz    Vice President
Investment Adviser
KA Fund Advisors, LLC
811 Main Street, 14th Floor
Houston, TX 77002
   Administrator
Ultimus Fund Solutions, LLC
225 Pictoria Drive, Suite 450
Cincinnati, OH 45246
1800 Avenue of the Stars, Third Floor
Los Angeles, CA 90067
  

Stock Transfer Agent and Registrar
American Stock Transfer & Trust Company, LLC
6201 15th Avenue
Brooklyn, NY 11219

(888) 888-0317

Custodian
JPMorgan Chase Bank, N.A.
14201 North Dallas Parkway, Second Floor
Dallas, TX 75254
   Independent Registered Public Accounting Firm
PricewaterhouseCoopers LLP
601 S. Figueroa Street, Suite 900
Los Angeles, CA 90017
   Legal Counsel
Paul Hastings LLP
101 California Street, Forty-Eighth Floor
San Francisco, CA 94111

Please visit us on the web at http://www.kaynefunds.com or call us toll-free at 1-877-657-3863.

 

LOGO

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.