UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM N-CSR
 
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
 
Investment Company Act file number 811-21725
 
Tortoise Energy Capital Corporation
(Exact name of registrant as specified in charter)
 
11550 Ash Street, Suite 300, Leawood, KS 66211
(Address of principal executive offices) (Zip code)
 
David J. Schulte
11550 Ash Street, Suite 300, Leawood, KS 66211
(Name and address of agent for service)
 
913-981-1020
Registrant's telephone number, including area code
 
Date of fiscal year end: November 30
 
Date of reporting period: May 31, 2011
 

 

Item 1. Report to Stockholders.
 

 


 


Company at a Glance
 
Tortoise Energy Capital Corp. (NYSE: TYY) is a closed-end investment company investing primarily in equity securities of publicly-traded Master Limited Partnerships (MLPs) and their affiliates in the energy infrastructure sector.
 
Investment Goals: Yield, Growth and Quality
 
TYY seeks a high level of total return with an emphasis on current distributions paid to stockholders.
 
In seeking to achieve yield, we target distributions to our stockholders that are roughly equal to the underlying yield on a direct investment in MLPs. In order to accomplish this, we maintain our strategy of investing primarily in energy infrastructure companies with attractive current yields and growth potential.
 
We seek to achieve distribution growth as revenues of our underlying companies grow with the economy, with the population and through rate increases. This revenue growth generally leads to increased operating profits, and when combined with internal expansion projects and acquisitions, is expected to provide attractive growth in distributions to us. We also seek distribution growth through timely debt and equity offerings.
 
TYY seeks to achieve quality by investing in companies operating energy infrastructure assets that are critical to the U.S. economy. Often these assets would be difficult to replicate. We also back experienced management teams with successful track records. By investing in us, our stockholders have access to a portfolio that is diversified through geographic regions and across product lines, including natural gas, natural gas liquids, crude oil and refined products.
 
About Energy Infrastructure Master Limited Partnerships
 
MLPs are limited partnerships whose units trade on public exchanges such as the New York Stock Exchange (NYSE), NYSE Alternext US and NASDAQ. Buying MLP units makes an investor a limited partner in the MLP. There are currently approximately 70 MLPs in the market, mostly in industries related to energy and natural resources.
 
We primarily invest in MLPs and their affiliates in the energy infrastructure sector. Energy infrastructure MLPs are engaged in the transportation, storage and processing of crude oil, natural gas and refined products from production points to the end users. Our investments are primarily in mid-stream (mostly pipeline) operations, which typically produce steady cash flows with less exposure to commodity prices than many alternative investments in the broader energy industry. With the growth potential of this sector along with our disciplined investment approach, we endeavor to generate a predictable and increasing distribution stream for our investors.
 
A TYY Investment Versus a Direct Investment in MLPs
 
We provide our stockholders an alternative to investing directly in MLPs and their affiliates. A direct MLP investment potentially offers an attractive distribution with a significant portion treated as return of capital, and a historically low correlation to returns on stocks and bonds. However, the tax characteristics of a direct MLP investment are generally undesirable for tax-exempt investors such as retirement plans. We are structured as a C Corporation — accruing federal and state income taxes, based on taxable earnings and profits. Because of this innovative structure, pioneered by Tortoise Capital Advisors, institutions and retirement accounts are able to join individual stockholders as investors in MLPs.
 
Additional features include:
  • One Form 1099 per stockholder at the end of the year, thus avoiding multiple K-1s and multiple state filings for individual partnership investments;
     
  • A professional management team, with more than 120 years combined investment experience, to select and manage the portfolio on your behalf;
     
  • The ability to access investment grade credit markets to enhance stockholder return; and
     
  • Access to direct placements and other investments not available through the public markets.

 

 
 
 
 

 



 
June 16, 2011
 
Dear Fellow Stockholder,
 
Recently one of our investment committee members referred to pipelines as “boring” and we were questioned as to how the assets that help fuel our nation’s economy could possibly be boring? Rightly put, if you are using Merriam-Webster’s definition of boring as “dull” or “drab.” However, if you think about it, boring in investing can be anything but boring — it can mean stability, predictability and longevity. In the words of Paul Samuelson, the Nobel Prize winning economist, “Investing should be more like watching paint dry or watching grass grow. If you want excitement, take $800 and go to Las Vegas.”
 
In our philosophy of focusing on yield, growth and quality over the long-term, pipelines are boring — not because of what they do — but because they provide such an essential and predictable service to our daily lives. It is with this mindset that we continue to focus our investments on long-haul, fee-based pipeline MLPs that offer stable and growing distribution potential with a modest risk profile.
 
Master Limited Partnership Sector Review and Outlook
 
Against a backdrop of commodity price volatility, the strongest relative performers within the sector during the fiscal quarter continued to be the more commodity-sensitive companies. While the Tortoise Upstream MLP Index TM lost some of its momentum recently, it posted a total return of 0.5 percent and 15.1 percent for the three months and six months ended May 31, 2011, respectively. In comparison, the Tortoise Long Haul Pipelines MLP Index TM had a total return of (3.4) percent and 4.2 percent for the same three and six month periods, respectively.
 
While the sector as a whole showed strength in March and April, as the fiscal quarter came to a close in May, the sector reversed its fiscal year-to-date gains. We believe this decline was impacted by economic recovery concerns as the sector traded down along with the broader equity market in the short-term, despite long-term fundamentals remaining strong.
 
The acquisition market continued to be active with more than $14 billion of activity in 2011 fiscal year-to-date as large integrated and independent oil and gas companies continue to divest midstream assets to MLPs. Likewise, equity capital markets remained open, with nearly $13 billion in equity raised of MLPs during the same period, including $1 billion in direct placements. In addition, five MLP IPOs have closed in 2011 with three others in registration with the SEC.
 
We believe MLPs are well-positioned to weather a potentially rising interest rate and inflationary environment, driven in part by their ability to grow distributions. In addition, petroleum pipelines utilizing the Federal Energy Regulatory Commission indexing will receive a very favorable tariff increase in July to reflect the change in the Producer Price Index plus 2.65 percent (previously 1.30 percent).
 
Company Performance Review and Outlook
 
Our total return based on market value (including the reinvestment of distributions) for the 2011 second fiscal quarter ended May 31, 2011, was (5.7) percent as compared to the Tortoise MLP Total Return Index™ of (2.2) percent during the same period. For the six months ended May 31, 2011, our market-based total return was 1.8 percent as compared to the Tortoise MLP Total Return Index of 6.9 percent.
 
The relative return differences are attributable to the significant outperformance of commodity-sensitive upstream MLPs included in the broader MLP index. We do not focus on upstream (coal, oil and gas production) MLPs which are directly exposed to commodity price volatility and have benefited recently from rising crude oil and coal prices.
 
We paid a distribution of $0.4025 per common share ($1.61 annualized) to our stockholders on June 1, 2011, a 0.6 percent increase from our prior quarterly distribution of $0.40. This represents an annualized yield of 6.0 percent based on the second fiscal quarter closing price of $26.72. Our payout ratio of distributions to distributable cash flow (DCF) for the fiscal quarter was 93.2 percent. For tax purposes, we currently expect 60 to 100 percent of TYY’s 2011 distributions to be characterized as qualified dividend income, with the remainder characterized as return of capital. A final determination of the characterization will be made in January 2012.
 
TYY helped finance energy infrastructure sector growth with the completion of two direct placements totaling $24 million during the fiscal quarter. Through these investments, we acquired common units in Regency Energy Partners LP and Crestwood Midstream Partners, LP which used the proceeds to help finance acquisitions in natural gas liquids pipeline/storage and natural gas gathering assets, respectively.
 
Additional information about our financial performance is available in the Management’s Discussion of this report.
 
Conclusion
 
We believe TYY offers a “user friendly” and efficient alternative for investing in energy infrastructure MLPs, supporting our goals of Yield, Growth, and very importantly in these times, Quality.
 
Thank you for your investment.
 
Sincerely,
 
The Managing Directors
Tortoise Capital Advisors, L.L.C.
The adviser to Tortoise Energy Capital Corp.
 
H. Kevin Birzer Zachary A. Hamel Kenneth P. Malvey
     
 
Terry Matlack David J. Schulte  
 
2011 2nd Quarter Report       1
 

 



Key Financial Data (Supplemental Unaudited Information)
(dollar amounts in thousands unless otherwise indicated)
 
The information presented below regarding Distributable Cash Flow and Selected Operating Ratios is supplemental non-GAAP financial information, which we believe is meaningful to understanding our operating performance. The Selected Operating Ratios are the functional equivalent of EBITDA for non-investment companies, and we believe they are an important supplemental measure of performance and promote comparisons from period-to-period. Supplemental non-GAAP measures should be read in conjunction with our full financial statements.
 
    2010   2011  
     Q2 (1)   Q3 (1)   Q4 (1)   Q1 (1)   Q2 (1)  
Total Distributions Received from Investments                                
     Distributions received from master limited partnerships   $ 10,626   $ 10,637   $ 10,891   $ 11,192   $ 11,470  
     Dividends paid in stock     1,006     1,043     1,081     1,016     1,103  
     Other income                 61     205  
          Total from investments     11,632     11,680     11,972     12,269     12,778  
Operating Expenses Before Leverage Costs and Current Taxes                                
     Advisory fees, net of expense reimbursement     1,561     1,642     1,755     1,842     1,934  
     Other operating expenses     281     268     289     284     297  
      1,842     1,910     2,044     2,126     2,231  
     Distributable cash flow before leverage costs and current taxes     9,790     9,770     9,928     10,143     10,547  
     Leverage costs (2)     2,387     2,337     2,318     2,352     2,120  
     Current income tax expense     98     96     107     81     50  
           Distributable Cash Flow (3)   $ 7,305   $ 7,337   $ 7,503   $ 7,710   $ 8,377  
Distributions paid on common stock   $ 7,666   $ 7,710   $ 7,724   $ 7,738   $ 7,809  
Distributions paid on common stock per share     0.4000     0.4000     0.4000     0.4000     0.4025  
Payout percentage for period (4)     104.9 %   105.1 %   102.9 %   100.4 %   93.2 %
Net realized gain, net of income taxes, for the period     10,693     8,601     6,241     7,530     17,738  
Total assets, end of period     634,648     690,388     765,797     831,655     792,460  
Average total assets during period (5)     653,507     681,064     737,466     796,660     819,736  
Leverage (6)     156,600     155,500     162,400     157,400     162,000  
Leverage as a percent of total assets     24.7 %   22.5 %   21.2 %   18.9 %   20.4 %
Unrealized appreciation, net of income taxes, end of period     138,342     170,208     220,924     261,429     224,761  
Net assets, end of period     407,666     440,532     488,835     524,758     494,492  
Average net assets during period (7)     424,400     443,365     477,029     504,702     509,480  
Net asset value per common share     21.27     22.85     25.27     27.13     25.49  
Market value per share     23.89     24.86     27.06     28.79     26.72  
Shares outstanding     19,165,514     19,275,115     19,345,016     19,345,016     19,400,238  
  
Selected Operating Ratios (8)                                
As a Percent of Average Total Assets                                
     Total distributions received from investments     7.06 %   6.80 %   6.51 %   6.25 %   6.18 %
     Operating expenses before leverage costs and current taxes     1.12 %   1.11 %   1.11 %   1.08 %   1.08 %
     Distributable cash flow before leverage costs and current taxes     5.94 %   5.69 %   5.40 %   5.17 %   5.10 %
As a Percent of Average Net Assets                                
     Distributable Cash Flow (3)     6.83 %   6.57 %   6.31 %   6.20 %   6.52 %

(1)   Q1 is the period from December through February. Q2 is the period from March through May. Q3 is the period from June through August. Q4 is the period from September through November.
(2)   Leverage costs include interest expense, other recurring leverage expenses and distributions to preferred stockholders.
(3)   “Net investment income (loss), before income taxes” on the Statement of Operations is adjusted as follows to reconcile to Distributable Cash Flow (DCF): increased by the return of capital on MLP distributions, the value of paid-in-kind distributions, distributions included in direct placement discounts, premium on redemption of MRP stock and amortization of debt issuance costs; and decreased by current taxes paid.
(4)   Distributions paid as a percentage of Distributable Cash Flow.
(5)   Computed by averaging month-end values within each period.
(6)   Leverage consists of long-term debt obligations, preferred stock and short-term borrowings.
(7)   Computed by averaging daily values within each period.
(8)   Annualized for periods less than one full year. Operating ratios contained in our Financial Highlights are based on average net assets.
 
2       Tortoise Energy Capital Corp.
 

 



Management’s Discussion (Unaudited)
 
The information contained in this section should be read in conjunction with our Financial Statements and the Notes thereto. In addition, this report contains certain forward-looking statements. These statements include the plans and objectives of management for future operations and financial objectives and can be identified by the use of forward-looking terminology such as “may,” “will,” “expect,” “intend,” “anticipate,” “estimate,” or “continue” or the negative thereof or other variations thereon or comparable terminology. These forward-looking statements are subject to the inherent uncertainties in predicting future results and conditions. Certain factors that could cause actual results and conditions to differ materially from those projected in these forward-looking statements are set forth in the “Risk Factors” section of our public filings with the SEC.
 
Overview
 
Tortoise Energy Capital Corp.’s (the “Company”) goal is to provide a stable and growing distribution stream to our investors. We seek to provide our stockholders with an efficient vehicle to invest in the energy infrastructure sector. While we are a registered investment company under the Investment Company Act of 1940, as amended (the “1940 Act”), we are not a “regulated investment company” for federal tax purposes. Our distributions do not generate unrelated business taxable income (“UBTI”) and our stock may therefore be suitable for holding by pension funds, IRAs and mutual funds, as well as taxable accounts. We invest primarily in MLPs through private and public market purchases. MLPs are publicly traded partnerships whose equity interests are traded in the form of units on public exchanges, such as the NYSE or NASDAQ. Tortoise Capital Advisors, L.L.C. serves as our investment adviser.
 
Company Update
 
Market values of our MLP investments declined in May from year-to-date highs earlier in the quarter resulting in an overall decrease in total assets of $39 million from February 28, 2011 to May 31, 2011. Although quarter-end total assets decreased, average total assets for the quarter increased as compared to the 1st quarter, resulting in increased asset based expenses. Distribution increases from our MLP investments were in-line with our expectations. Total leverage as a percent of total assets increased during the quarter as a result of increased leverage and a decline in investment values. Our distributable cash flow (“DCF”) was strong and we increased our quarterly distribution to $0.4025 per share. Additional information on these events and results of our operations are discussed in more detail below.
 
Critical Accounting Policies
 
The financial statements are based on the selection and application of critical accounting policies, which require management to make significant estimates and assumptions. Critical accounting policies are those that are both important to the presentation of our financial condition and results of operations and require management’s most difficult, complex, or subjective judgments. Our critical accounting policies are those applicable to the valuation of investments, tax matters and certain revenue recognition matters as discussed in Note 2 in the Notes to Financial Statements.
 
Determining Distributions to Stockholders
 
Our portfolio generates cash flow from which we pay distributions to stockholders. Our Board of Directors considers our DCF in determining distributions to stockholders. Our Board of Directors reviews the distribution rate quarterly, and may adjust the quarterly distribution throughout the year. Our goal is to declare what we believe to be sustainable increases in our regular quarterly distributions with increases safely covered by earned DCF. We have targeted to pay at least 95 percent of DCF on an annualized basis.
 
Determining DCF
 
DCF is simply distributions received from investments less expenses. The total distributions received from our investments include the amount received by us as cash distributions from MLPs, paid-in-kind distributions, and dividend and interest payments. The total expenses include current or anticipated operating expenses, leverage costs and current income taxes (excluding taxes generated from realized gains). Realized gains, expected tax benefits and deferred taxes are not included in our DCF.
 
The Key Financial Data table discloses the calculation of DCF and should be read in conjunction with this discussion. The difference between distributions received from investments in the DCF calculation and total investment income as reported in the Statement of Operations, is reconciled as follows: the Statement of Operations, in conformity with U.S. generally accepted accounting principles (“GAAP”), recognizes distribution income from MLPs and common stock on their ex-dates, whereas the DCF calculation reflects distribution income on their pay dates; GAAP recognizes that a significant portion of the cash distributions received from MLPs are characterized as a return of capital and therefore excluded from investment income, whereas the DCF calculation includes the return of capital; and, distributions received from investments in the DCF calculation include the value of dividends paid-in-kind (additional stock or MLP units), whereas such amounts are not included as income for GAAP purposes, and includes distributions related to direct investments when the purchase price is reduced in lieu of receiving cash distributions. The treatment of expenses in the DCF calculation also differs from what is reported in the Statement of Operations. In addition to the total operating expenses as disclosed in the Statement of Operations, the DCF calculation reflects interest expense, other recurring leverage expenses, distributions to preferred stockholders, as well as current taxes paid on net investment income. A reconciliation of Net Investment Loss, before Income Taxes to DCF is included below.
 
Distributions Received from Investments
 
Our ability to generate cash is dependent on the ability of our portfolio of investments to generate cash flow from their operations. In order to maintain and grow distributions to our stockholders, we evaluate each holding based upon its contribution to our investment income, our expectation for its growth rate, and its risk relative to other potential investments.
 
We concentrate on MLPs we believe can expect an increasing demand for services from economic and population growth. We seek well-managed businesses with hard assets and stable recurring revenue streams. Our focus remains primarily on investing in fee-based service providers that operate long-haul, interstate pipelines. We further diversify among issuers, geographies and energy commodities to seek a distribution payment which approximates an investment directly in energy infrastructure MLPs. In addition, many energy infrastructure companies are regulated and currently benefit from a tariff inflation escalation index of PPI + 2.65 percent. Over the long-term, we believe MLPs’ distributions will outpace inflation and interest rate increases, and produce positive real returns.
 
Total distributions received from our investments for the 2nd quarter 2011 was approximately $12.8 million, representing a 10 percent increase as compared to 2nd quarter 2010 and a 4 percent increase as compared to 1st quarter 2011. The change from 1st quarter 2011 reflects distribution increases from our MLP investments, receipt of distributions from $5.7 million in net MLP purchases during the quarter and one-time fees of $205,000 primarily related to a direct MLP investment completed during the quarter.
 
Expenses
 
We incur two types of expenses: (1) operating expenses, consisting primarily of the advisory fee, and (2) leverage costs. On a percentage basis, operating expenses before leverage costs and current taxes were an annualized 1.08 percent of average total assets for the 2nd quarter 2011, a decrease of 0.04 percent as compared to the 2nd quarter 2010 and unchanged as compared to 1st quarter 2011. Advisory fees for the 2nd quarter 2011 increased 5 percent from 1st quarter 2011 as a result of increased average managed assets for the quarter as discussed above. Yields on our MLP investments are currently below their 5-year historical average of approximately 7 percent. All else being equal, if MLP yields continue to decrease and distributions remain constant or grow, MLP asset values will increase as will our managed assets and advisory fees. Other operating expenses increased slightly from 1st quarter 2011.
 
Leverage costs consist of two major components: (1) the direct interest expense on our Tortoise Notes and short-term credit facility, and (2) distributions to preferred stockholders. Other leverage expenses include rating agency fees and commitment fees. Total leverage costs for DCF purposes were approximately $2.1 million for the 2nd quarter 2011 as compared to $2.4 million for 1st quarter 2011. This overall decrease reflects reduced preferred dividends resulting from the refinancing completed in the 1st quarter 2011 and increased interest expense from the issuance of $17.5 million of term notes during the 2nd quarter.
 
The weighted average annual rate of our leverage at May 31, 2011 was 5.29 percent. This rate includes balances on our bank credit facility which accrue interest at a variable rate equal to one-month LIBOR plus 1.25 percent. Our weighted average rate may vary in future periods as a result of changes in LIBOR, the utilization of our credit facility and as our leverage matures or is redeemed. Additional information on our leverage and amended credit facility is disclosed below in Liquidity and Capital Resources and in our Notes to Financial Statements.
 
2011 2nd Quarter Report       3
 

 



Management’s Discussion (Unaudited)
(Continued)
 
Distributable Cash Flow
 
For 2nd quarter 2011, our DCF was approximately $8.4 million, an increase of 15 percent as compared to 2nd quarter 2010 and a 9 percent increase as compared to 1st quarter 2011. These changes are the net result of increased distributions and decreased expenses as outlined above. We declared a distribution of $7.8 million, or $0.4025 per share, during the quarter. This represents an increase of $0.0025 per share as compared to 2nd quarter 2010 and 1st quarter 2011.
 
Our dividend payout ratio as a percentage of DCF decreased from 100.4 percent for 1st quarter 2011 to 93.2 percent for 2nd quarter 2011. This decrease was primarily the result of lower leverage costs but also reflects the receipt of one-time fees during the quarter. A payout of less than 100 percent of DCF provides cushion for on-going management of the portfolio, changes in leverage costs and other expenses. An on-going payout ratio in excess of 100 percent will, over time, erode the earning power of a portfolio and may lead to lower distributions or portfolio managers taking on more risk than they otherwise would.
 
Net investment loss before income taxes on the Statement of Operations is adjusted as follows to reconcile to DCF for 2011 YTD and the 2nd quarter 2011 (in thousands):
 
        2011 YTD       2nd Qtr 2011
Net Investment Loss, before Income Taxes   $ (12,795 )   $ (7,562 )
Adjustments to reconcile to DCF:                
     Dividends paid in stock     2,119       1,103  
     Return of capital on distributions     24,713            14,825  
     Distribution included in direct placement discount     95        
     Amortization of debt issuance costs     1,436       61  
     Premium on redemption of MRP stock     650        
     Current income tax expenses     (131 )     (50 )
          DCF   $ 16,087     $ 8,377  
                 
Liquidity and Capital Resources
 
We had total assets of $792 million at quarter-end. Our total assets reflect the value of our investments, which are itemized in the Schedule of Investments. It also reflects cash, interest and receivables and any expenses that may have been prepaid. During 2nd quarter 2011, total assets decreased $39 million. This change was primarily the result of a $45 million decrease in the value of our investments as reflected by the change in realized and unrealized gains on investments (excluding return of capital on distributions) and net purchases of approximately $6 million funded through the issuance of debt and equity.
 
We issued 20,500 shares of our common stock during the quarter under our at-the-market equity program and 34,722 shares under our dividend reinvestment plan for a total of approximately $1.5 million. We are waiving our advisory fees on the net proceeds from shares issued under our at-the-market equity program for six months.
 
Total leverage outstanding at May 31, 2011 was $162.0 million, an increase of $4.6 million as compared to February 28, 2011. These additional leverage proceeds, along with proceeds from the issuance of common stock, were used to partially fund a direct MLP investment. During the quarter we issued $5 million of floating rate notes with a 3 year term and $12.5 million of fixed rate notes with a 5 year term and rate of 3.88 percent. We used the proceeds from the notes issuance to reduce the outstanding balance on our bank credit facility. Subsequent to quarter-end, we issued $12.5 million of fixed rate notes with a 7 year term and rate of 4.55 percent. These proceeds, along with funds from our bank credit facility, were used to fund the maturity of the $15.9 million Series E notes on June 17th.
 
Outstanding leverage is comprised of $107.5 million in senior notes, $50 million in MRP stock and $4.5 million outstanding under the credit facility, with 94.1 percent of leverage with fixed rates and a weighted average maturity of 3.9 years. Total leverage represented 20.4 percent of total assets at May 31, 2011, as compared to 18.9 percent as of February 28, 2011 and 24.7 percent as of May 31, 2010. The increase as compared to February 28, 2011 is the result of additional borrowings for investments and the decrease in total assets from lower MLP market values. Our leverage as a percent of total assets remains below our long-term target level of 25 percent of total assets, allowing the opportunity to add leverage when compelling investment opportunities arise. Temporary increases to up to 30 percent of our total assets may be permitted, provided that such leverage is consistent with the limits set forth in the 1940 Act, and that such leverage is expected to be reduced over time in an orderly fashion to reach our long-term target. Our leverage ratio is impacted by increases or decreases in MLP values, issuance of equity and/or the sale of securities where proceeds are used to reduce leverage.
 
Our longer-term leverage (excluding our bank credit facility) of $157.5 million on May 31, 2011 was comprised of 68 percent private placement debt and 32 percent publicly traded preferred equity with a weighted average rate of 5.35 percent and weighted average laddered maturity of 4.0 years.
 
Our MRP stock has an optional redemption feature allowing us to redeem all or a portion of the stock after March 1, 2012 and on or prior to March 1, 2013 at $10.10 per share. Any optional redemption after March 1, 2013 and on or prior to March 1, 2014 will be at $10.05 per share. Any redemption after March 1, 2014 will be at the liquidation preference amount of $10.00 per share.
 
We have used leverage to acquire MLPs consistent with our investment philosophy. The terms of our leverage are governed by regulatory and contractual asset coverage requirements that arise from the use of leverage. Additional information on our leverage and asset coverage requirements is discussed in Note 9 and Note 10 in the Notes to Financial Statements. Our coverage ratios are updated each week on our Web site at www.tortoiseadvisors.com.
 
During the quarter, we entered into an amendment to our bank facility that increased the amount available under our facility to $40 million to allow more flexibility in carrying out our investment goals and objectives. Subsequent to quarter-end, we entered into an amendment to our bank credit facility that extends the facility through June 18, 2012. Terms of the amendment provide for an unsecured facility of $40 million, unchanged from the previous facility. During the extension, outstanding balances generally will accrue interest at a variable rate equal to one-month LIBOR plus 1.25 percent with a fee of 0.20 percent on any unused balance.
 
Taxation of our Distributions and Income Taxes
 
We invest in partnerships which generally have larger distributions of cash than the accounting income which they generate. Accordingly, the distributions include a return of capital component for accounting and tax purposes. Distributions declared and paid by us in a year generally differ from taxable income for that year, as such distributions may include the distribution of current year taxable income or return of capital.
 
The taxability of the distribution you receive depends on whether we have annual earnings and profits. If so, those earnings and profits are first allocated to the preferred shares and then to the common shares.
 
In the event we have earnings and profits allocated to the common shares, all or a portion of our distribution will be taxable at the 15 percent Qualified Dividend Income (“QDI”) rate, assuming various holding requirements are met by the stockholder. The 15 percent QDI rate is currently effective through 2012. The portion of our distribution that is taxable may vary for either of two reasons: first, the characterization of the distributions we receive from MLPs could change annually based upon the K-1 allocations and result in less return of capital and more in the form of income. Second, we could sell an MLP investment and realize a gain or loss at any time. It is for these reasons that we inform you of the tax treatment after the close of each year as the ultimate characterization of our distributions is undeterminable until the year is over.
 
For tax purposes, distributions to common stockholders for the fiscal year ended 2010 were 61 percent qualified dividend income and 39 percent return of capital. A holder of our common stock would reduce their cost basis for income tax purposes by 39 percent of the total distributions they received in 2010. This information is reported to stockholders on Form 1099-DIV and is available on our Web site at www.tortoiseadvisors.com. For book purposes, the source of distributions to common stockholders for the fiscal year ended 2010 was 100 percent return of capital. We currently estimate that 60 to 100 percent of 2011 distributions will be characterized as qualified dividend income for tax purposes with the remaining percentage characterized as return of capital. Final determination will be made after the completion of our fiscal year.
 
The unrealized gain or loss we have in the portfolio is reflected in the Statement of Assets and Liabilities. At May 31, 2011, our investments are valued at $791 million, with an adjusted cost of $444 million. The $347 million difference reflects unrealized appreciation that would be realized for financial statement purposes if those investments were sold at those values. The Statement of Assets and Liabilities also reflects either a net deferred tax liability or net deferred tax asset depending primarily upon unrealized gains (losses) on investments, realized gains (losses) on investments, capital loss carryforwards and net operating losses. At May 31, 2011, the balance sheet reflects a net deferred tax liability of approximately $125 million or $6.45 per share. Accordingly, our net asset value per share represents the amount which would be available for distribution to stockholders after payment of taxes. Details of our deferred taxes are disclosed in Note 5 in our Notes to Financial Statements.
 
4       Tortoise Energy Capital Corp.
 

 



Schedule of Investments
May 31, 2011
    
(Unaudited)
 
        Shares       Fair Value
Master Limited Partnerships and            
     Related Companies — 159.9% (1)            
   
Crude/Refined Products Pipelines — 63.9% (1)        
United States — 63.9% (1)            
Blueknight Energy Partners, L.P. (2)   436,674   $ 3,436,624  
Buckeye Partners, L.P.   610,800     38,755,260  
Enbridge Energy Partners, L.P.   1,736,500     53,327,915  
Holly Energy Partners, L.P.   312,000     17,169,360  
Kinder Morgan Management, LLC (3)   774,281     50,537,311  
Magellan Midstream Partners, L.P.   571,100     33,729,166  
NuStar Energy L.P.   535,000     33,945,750  
Plains All American Pipeline, L.P.   578,100     35,980,944  
Sunoco Logistics Partners L.P.   565,400     47,832,840  
Tesoro Logistics LP   51,515     1,279,633  
          315,994,803  
Natural Gas/Natural Gas Liquids Pipelines — 61.0% (1)    
United States — 61.0% (1)            
Boardwalk Pipeline Partners, LP   961,400     27,976,740  
Duncan Energy Partners L.P.   283,800     11,783,376  
El Paso Pipeline Partners, L.P.   1,107,295     38,057,729  
Energy Transfer Equity, L.P.   121,000     5,098,940  
Energy Transfer Partners, L.P.   1,130,600     53,714,806  
Enterprise Products Partners L.P.   1,246,500     51,904,260  
Niska Gas Storage Partners LLC   265,600     5,155,296  
ONEOK Partners, L.P.   380,000     31,669,200  
PAA Natural Gas Storage, L.P.   150,919     3,413,788  
PAA Natural Gas Storage, L.P. (4)   280,308     6,063,062  
Spectra Energy Partners, LP   303,900     9,724,800  
TC PipeLines, LP   729,900     33,692,184  
Williams Partners L.P.   444,075     23,500,449  
          301,754,630  
Natural Gas Gathering/Processing — 30.3% (1)        
United States — 30.3% (1)            
Chesapeake Midstream Partners, L.P.   189,874     4,982,294  
Copano Energy, L.L.C.   628,500     21,092,460  
Crestwood Midstream Partners LP (3)(4)   331,198     8,077,919  
DCP Midstream Partners, LP   404,100     16,378,173  
MarkWest Energy Partners, L.P.   486,000     23,094,720  
Regency Energy Partners LP   949,000     23,905,310  
Regency Energy Partners LP (4)   666,667     16,026,675  
Targa Resources Partners LP   906,000     31,311,360  
Western Gas Partners LP   141,430     4,941,564  
          149,810,475  
Propane Distribution — 4.7% (1)            
United States — 4.7% (1)            
Inergy, L.P.   627,000     23,255,430  
Total Master Limited Partnerships and            
     Related Companies (Cost $443,967,202)         790,815,338  
Short-Term Investment — 0.0% (1)            
United States Investment Company — 0.0% (1)            
Fidelity Institutional Money Market Portfolio —            
     0.16% (5) (Cost $103,151)   103,151     103,151  
Total Investments — 159.9% (1)            
     (Cost $444,070,353)         790,918,489  
Other Assets and Liabilities — (28.1%) (1)         (138,926,609 )
Long-Term Debt Obligations — (21.7%) (1)         (107,500,000 )
Mandatory Redeemable Preferred Stock            
     at Liquidation Value — (10.1%) (1)         (50,000,000 )
Total Net Assets Applicable to            
     Common Stockholders — 100.0% (1)       $ 494,491,880  
             
(1)   Calculated as a percentage of net assets applicable to common stockholders.
(2)   Non-income producing.
(3)   Security distributions are paid-in-kind.
(4)   Restricted securities have been fair valued in accordance with procedures approved by the Board of Directors and have a total fair value of $30,167,656, which represents 6.1% of net assets. See Note 7 to the financial statements for further disclosure.
(5)   Rate indicated is the current yield as of May 31, 2011.
 
See accompanying Notes to Financial Statements.
 
2011 2nd Quarter Report       5
 

 



Statement of Assets & Liabilities
May 31, 2011
    
(Unaudited)
 
Assets      
     Investments at fair value (cost $444,070,353) $ 790,918,489  
     Receivable for Adviser expense reimbursement   450  
     Prepaid expenses and other assets   1,540,988  
          Total assets   792,459,927  
Liabilities      
     Payable to Adviser   1,284,103  
     Distributions payable to common stockholders   7,808,622  
     Accrued expenses and other liabilities   1,717,209  
     Current tax liability   96,164  
     Deferred tax liability   125,061,949  
     Short-term borrowings   4,500,000  
     Long-term debt obligations   107,500,000  
     Mandatory redeemable preferred stock ($10.00 liquidation      
          value per share; 5,000,000 shares outstanding)   50,000,000  
               Total liabilities   297,968,047  
               Net assets applicable to common stockholders $ 494,491,880  
Net Assets Applicable to Common Stockholders Consist of:    
     Capital stock, $0.001 par value; 19,400,238 shares issued      
          and outstanding (100,000,000 shares authorized) $ 19,400  
     Additional paid-in capital   286,175,400  
     Common stock subscribed   319,424  
     Subscriptions receivable   (319,424 )
     Accumulated net investment loss, net of income taxes   (58,370,776 )
     Undistributed realized gain, net of income taxes   41,906,784  
     Net unrealized appreciation of investments, net of income taxes   224,761,072  
               Net assets applicable to common stockholders $ 494,491,880  
     Net Asset Value per common share outstanding      
          (net assets applicable to common stock,      
          divided by common shares outstanding) $ 25.49  
       
Statement of Operations
Period from December 1, 2010 through May 31, 2011
    
(Unaudited)
 
Investment Income      
     Distributions from master limited partnerships $ 22,567,008  
     Less return of capital on distributions    (24,713,092 )
     Net distributions from master limited partnerships   (2,146,084 )
     Other income   266,360  
     Dividends from money market mutual funds   62  
           Total Investment Loss   (1,879,662 )
Operating Expenses      
     Advisory fees   3,776,784  
     Administrator fees   159,029  
     Professional fees   109,649  
     Franchise fees   60,988  
     Stockholder communication expenses   54,853  
     Directors’ fees   53,901  
     Fund accounting fees   33,819  
     Registration fees   32,657  
     Custodian fees and expenses   17,651  
     Stock transfer agent fees   15,326  
     Other operating expenses   43,196  
           Total Operating Expenses   4,357,853  
Leverage Expenses      
     Interest expense   2,918,007  
     Distributions to mandatory redeemable preferred stockholders   1,515,293  
     Amortization of debt issuance costs   1,435,823  
     Premium on redemption of mandatory redeemable preferred stock 650,000  
     Other leverage expenses   38,753  
           Total Leverage Expenses   6,557,876  
           Total Expenses   10,915,729  
     Less expense reimbursement by Adviser   (450 )
           Net Expenses   10,915,279  
Net Investment Loss, before Income Taxes   (12,794,941 )
     Current tax expense   (16,663 )
     Deferred tax benefit   3,384,632  
          Income tax benefit, net   3,367,969  
Net Investment Loss   (9,426,972 )
Realized and Unrealized Gain on Investments      
     Net realized gain on investments, before income taxes   40,007,949  
     Deferred tax expense   (14,740,019 )
          Net realized gain on investments   25,267,930  
     Net unrealized appreciation of investments, before income taxes 6,074,700  
     Deferred tax expense   (2,238,085 )
          Net unrealized appreciation of investments   3,836,615  
Net Realized and Unrealized Gain on Investments   29,104,545  
Net Increase in Net Assets Applicable to Common Stockholders    
      Resulting from Operations $ 19,677,573  
       
See accompanying Notes to Financial Statements.
 
6       Tortoise Energy Capital Corp.
 

 



Statement of Changes in Net Assets
 
 
         Period from        
    December 1, 2010        
    through   Year Ended
      May 31, 2011     November 30, 2010
    (Unaudited)        
Operations                
     Net investment loss   $ (9,426,972 )   $ (11,547,523 )
     Net realized gain on investments     25,267,930       28,765,280  
     Net unrealized appreciation of investments     3,836,615       113,619,161  
          Net increase in net assets applicable to common
               
stockholders resulting from operations
    19,677,573       130,836,918  
Distributions to Common Stockholders                
     Net investment income            
     Return of capital     (15,546,602 )     (30,747,800 )
          Total distributions to common stockholders     (15,546,602 )     (30,747,800 )
Capital Stock Transactions                
     Proceeds from shelf offerings of 20,500 and 1,293,095
          common shares, respectively
    584,485       29,448,376  
     Underwriting discounts and offering expenses associated
          
with the issuance of common stock
    (9,175 )     (465,710 )
     Issuance of 34,722 and 158,964 common shares from
          reinvestment of distributions to stockholders, respectively
    951,036       3,747,986  
          Net increase in net assets applicable to common
               stockholders from capital stock transactions
    1,526,346       32,730,652  
     Total increase in net assets applicable to common stockholders     5,657,317       132,819,770  
Net Assets                
     Beginning of period     488,834,563       356,014,793  
     End of period   $ 494,491,880     $ 488,834,563  
     Accumulated net investment loss, net of income taxes, end of period           $ (58,370,776 )       $ (48,943,804 )
                 
See accompanying Notes to Financial Statements.
 
2011 2nd Quarter Report       7
 

 



Statement of Cash Flows
Period from December 1, 2010 through May 31, 2011
 
(Unaudited)
 
Cash Flows From Operating Activities        
     Distributions received from master limited partnerships       $ 22,567,008  
     Dividend income received     38  
     Other income received     266,360  
     Purchases of long-term investments     (73,240,156 )
     Proceeds from sales of long-term investments     67,826,593  
     Purchases of short-term investments, net     (58,901 )
     Interest expense paid     (2,855,058 )
     Distributions to mandatory redeemable preferred stockholders     (1,610,293 )
     Other leverage expenses paid     (6,806 )
     Income taxes paid     (100,499 )
     Premium on redemption of mandatory redeemable preferred stock (650,000 )
     Operating expenses paid     (4,314,129 )
          Net cash provided by operating activities     7,824,157  
Cash Flows From Financing Activities        
     Advances from revolving line of credit     83,000,000  
     Repayments on revolving line of credit     (85,900,000 )
     Issuance of common stock     584,485  
     Issuance of mandatory redeemable preferred stock     50,000,000  
     Issuance of long-term debt obligations     17,500,000  
     Redemption of mandatory redeemable preferred stock     (65,000,000 )
     Common stock issuance costs     (13,209 )
     Debt issuance costs     (1,208,475 )
     Distributions paid to common stockholders     (6,786,958 )
          Net cash used in financing activities     (7,824,157 )
     Net change in cash      
     Cash — beginning of period      
     Cash — end of period   $  
Reconciliation of net increase in net assets applicable to        
      common stockholders resulting from operations to net cash  
      provided by operating activities        
     Net increase in net assets applicable to common        
          stockholders resulting from operations   $ 19,677,573  
     Adjustments to reconcile net increase in net assets        
          applicable to common stockholders resulting from        
          operations to net cash provided by operating activities:        
               Purchases of long-term investments     (73,240,156 )
               Return of capital on distributions received     24,713,092  
               Proceeds from sales of long-term investments     67,826,593  
               Purchases of short-term investments, net     (58,901 )
               Deferred tax expense     13,593,472  
               Net unrealized appreciation of investments     (6,074,700 )
               Net realized gain on investments     (40,007,949 )
               Amortization of debt issuance costs     1,435,823  
               Changes in operating assets and liabilities:        
                    Increase in prepaid expenses and other assets     (37,995 )
                    Increase in payable to Adviser     80,408  
                    Decrease in current tax liability     (83,836 )
                    Increase in accrued expenses and other liabilities     733  
                         Total adjustments     (11,853,416 )
     Net cash provided by operating activities   $ 7,824,157  
Non-Cash Financing Activities        
     Reinvestment of distributions by common stockholders        
          in additional common shares   $ 951,036  
         
See accompanying Notes to Financial Statements.
 
8       Tortoise Energy Capital Corp.
 

 



F INANCIAL H IGHLIGHTS
 

    Period from                                    
    December 1, 2010   Year Ended   Year Ended   Year Ended   Year Ended   Year Ended
    through   November 30,   November 30,   November 30,   November 30,   November 30,
    May 31, 2011     2010     2009     2008     2007     2006
    (Unaudited)                                        
Per Common Share Data (1)                                                  
     Net Asset Value, beginning of period       $ 25.27       $ 19.90     $ 12.85     $ 27.84     $ 26.79     $ 23.23  
     Income (Loss) from Investment Operations                                                  
          Net investment loss (2)(3)       (0.49 )     (0.60 )     (0.20 )     (0.89 )     (0.64 )     (0.36 )
          Net realized and unrealized gains (losses) on investments and                                                  
               interest rate swap contracts (2)(3)       1.51       7.50       8.88       (12.05 )     3.80       5.68  
                    Total income (loss) from investment operations       1.02       6.90       8.68       (12.94 )     3.16       5.32  
     Distributions to Auction Preferred Stockholders                                                  
          Net investment income                                      
          Return of capital                   (0.04 )     (0.35 )     (0.33 )     (0.19 )
                    Total distributions to auction preferred stockholders                   (0.04 )     (0.35 )     (0.33 )     (0.19 )
     Distributions to Common Stockholders                                                  
          Net investment income                                      
          Return of capital       (0.80 )     (1.60 )     (1.60 )     (1.70 )     (1.63 )     (1.51 )
                    Total distributions to common stockholders       (0.80 )     (1.60 )     (1.60 )     (1.70 )     (1.63 )     (1.51 )
     Capital Stock Transactions                                                  
          Underwriting discounts and offering costs on issuance                                                  
               of auction preferred stock (4)                               (0.03 )     (0.06 )
          Premiums less underwriting discounts and offering costs                                                  
               on issuance of common stock (5)(6)       0.00       0.07       0.01             (0.12 )      
                    Total capital stock transactions       0.00       0.07       0.01             (0.15 )     (0.06 )
     Net Asset Value, end of period     $ 25.49     $ 25.27     $ 19.90     $ 12.85     $ 27.84     $ 26.79  
     Per common share market value, end of period     $ 26.72     $ 27.06     $ 22.38     $ 11.11     $ 25.47     $ 26.50  
     Total Investment Return Based on Market Value (7)       1.77 %     29.31 %     120.32 %     (52.44 )%     1.73 %     27.67 %
 
Supplemental Data and Ratios                                                  
     Net assets applicable to common stockholders, end of period (000’s)     $ 494,492     $ 488,835     $ 356,015     $  224,483     $  484,645     $ 429,010  
     Average net assets (000’s)     $ 507,117     $  435,781     $ 289,712     $ 402,149     $ 501,668     $  390,212  
     Ratio of Expenses to Average Net Assets (8)                                                  
          Advisory fees       1.50 %     1.46 %     1.51 %     1.84 %     1.69 %     1.41 %
          Other operating expenses       0.23       0.26       0.38       0.30       0.25       0.28  
          Expense reimbursement (6)       (0.00 )                              
                    Subtotal       1.73       1.72       1.89       2.14       1.94       1.69  
          Leverage expenses (9)       2.59       2.23       2.02       4.37       2.51       1.78  
          Income tax expense (benefit) (10)       5.38       17.59       22.42       (28.32 )     6.06       13.91  
                    Total expenses       9.70 %     21.54 %     26.33 %     (21.81 )%     10.51 %     17.38 %
                                                   

See accompanying Notes to Financial Statements.
 
2011 2nd Quarter Report       9
 

 



F INANCIAL H IGHLIGHTS
(Continued)
 

    Period from                                        
    December 1, 2010   Year Ended   Year Ended   Year Ended   Year Ended   Year Ended
    through   November 30,   November 30,   November 30,   November 30,   November 30,
       May 31, 2011      2010      2009      2008      2007      2006
    (Unaudited)                                        
Ratio of net investment loss to average net assets                                                
     before expense reimbursement (8)(9)     (3.73 )%     (2.65 )%     (1.53 )%     (3.67 )%     (2.33 )%     (1.47 )%
Ratio of net investment loss to average net assets                                                
     after expense reimbursement (8)(9)     (3.73 )%     (2.65 )%     (1.53 )%     (3.67 )%     (2.33 )%     (1.47 )%
Portfolio turnover rate (8)     16.98 %     12.92 %     14.86 %     6.44 %     9.90 %     5.56 %
Short-term borrowings, end of period (000’s)   $ 4,500     $ 7,400     $ 14,600           $ 24,700     $ 28,000  
Long-term debt obligations, end of period (000’s)   $ 107,500     $ 90,000     $ 90,000     $    90,000     $ 190,000     $ 120,000  
Preferred stock, end of period (000’s)   $ 50,000     $ 65,000     $ 60,000     $ 95,000     $ 110,000     $ 70,000  
Per common share amount of long-term debt obligations outstanding,                                                
     end of period   $ 5.54     $ 4.65     $ 5.03     $ 5.15     $ 10.92     $ 7.49  
Per common share amount of net assets, excluding long-term debt                                                
     obligations, end of period   $ 31.03     $ 29.92     $ 24.93     $ 18.00     $ 38.76     $ 34.28  
Asset coverage, per $1,000 of principal amount of long-term debt                                                
     obligations and short-term borrowings (11)   $ 5,862     $ 6,686     $ 4,977     $ 4,550     $ 3,770     $ 4,372  
Asset coverage ratio of long-term debt obligations and short-term                                                
     borrowings (11)     586 %     669 %     498 %     455 %     377 %     437 %
Asset coverage, per $25,000 liquidation value per share of auction                                                
     preferred stock (12)                     $ 55,336     $ 62,315     $ 74,198  
Asset coverage, per $10 liquidation value per share of mandatory                                                
     redeemable preferred stock (12)   $ 41     $ 40     $ 32                    
Asset coverage ratio of preferred stock (12)     405 %     401 %     316 %     221 %     249 %     297 %

(1)  Information presented relates to a share of common stock outstanding for the entire period.
(2)  The per common share data for the years ended November 30, 2010, 2009, 2008, 2007, and 2006 do not reflect the change in estimate of investment income and return of capital, for the respective period. See Note 2C to the financial statements for further disclosure.
(3)  The per common share data for the year ended November 30, 2008 reflects the cumulative effect of adopting ASC 740-10, which was a $776,852 increase to the beginning balance of accumulated net investment loss, or $(0.04) per share.
(4)  Represents the issuance of auction preferred stock for the years ended November 30, 2007 and 2006.
(5)  Represents the premiums on the shelf offerings of less than $0.01 per share, less the underwriter discount and offering costs of less than $0.01 per share for the period from December 1, 2010 through May 31, 2011. Represents the premiums on the shelf offerings of $0.10 per share, less the underwriting discount and offering costs of $0.03 per share for the year ended November 30, 2010. Represents the premiums on the shelf offerings of $0.02 per share, less the underwriting discount and offering costs of $0.01 per share for the year ended November 30, 2009. Represents the premium on the shelf offering of less than $0.01 per share, less the underwriting and offering costs of $0.13 per share for the year ended November 30, 2007.
(6)  Less than $0.01 or 0.01% for the period from December 1, 2010 through May 31, 2011.
(7)  Not annualized per periods less than one full year. Total investment return is calculated assuming a purchase of common stock at the beginning of the period and a sale at the closing price on the last day of the period reported (excluding brokerage commissions). The calculation also assumes reinvestment of distributions at actual prices pursuant to the Company’s dividend reinvestment plan.
(8)  Annualized for periods less than one full year.
(9)  The expense ratios and net investment loss ratios do not reflect the effect of distributions to auction preferred stockholders.
(10)  For the period from December 1, 2010 through May 31 2011, the Company accrued $16,663 for net current income tax expense and $13,593,472 for net deferred income tax expense. For the year ended November 30, 2010, the Company accrued $409,606 for net current income tax expense and $76,240,282 for net deferred income tax expense. For the year ended November 30, 2009, the Company accrued $302,906 for net current income tax benefit and $65,242,595 for net deferred income tax expense. For the year ended November 30, 2008, the Company accrued $427,891 for net current income tax expense and $114,309,765 for net deferred income tax benefit. For the year ended November 30, 2007, the Company accrued $152,988 for current income tax expense and $30,223,686 for net deferred tax expense. For the year ended November 30, 2006, the Company accrued $27,973 for current income tax expense and $54,264,141 for net deferred tax expense.
(11)  Represents value of total assets less all liabilities and indebtedness not represented by long-term debt obligations, short-term borrowings and preferred stock at the end of the period divided by long-term debt obligations and short-term borrowings outstanding at the end of the period.
(12)  Represents value of total assets less all liabilities and indebtedness not represented by long-term debt obligations, short-term borrowings and preferred stock at the end of the period divided by the sum of long-term debt obligations, short-term borrowings and preferred stock outstanding at the end of the period.
 
See accompanying Notes to Financial Statements.
 
10       Tortoise Energy Capital Corp.
 

 



N OTES TO  F INANCIAL S TATEMENTS (Unaudited)
May 31, 2011  
 
1. Organization
 
Tortoise Energy Capital Corporation (the “Company”) was organized as a Maryland corporation on March 4, 2005, and is a non-diversified, closed-end management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”). The Company’s investment objective is to seek a high level of total return with an emphasis on current distributions to stockholders. The Company seeks to provide its stockholders with an efficient vehicle to invest in the energy infrastructure sector. The Company received the proceeds of its initial public offering and commenced operations on May 31, 2005. The Company’s stock is listed on the New York Stock Exchange under the symbol “TYY.”
 
2. Significant Accounting Policies
 
A. Use of Estimates
 
The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amount of assets and liabilities, recognition of distribution income, and disclosure of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates.
 
B. Investment Valuation
 
The Company primarily owns securities that are listed on a securities exchange or over-the-counter market. The Company values those securities at their last sale price on that exchange or over-the-counter market on the valuation date. If the security is listed on more than one exchange, the Company uses the price from the exchange that it considers to be the principal exchange on which the security is traded. Securities listed on the NASDAQ will be valued at the NASDAQ Official Closing Price, which may not necessarily represent the last sale price. If there has been no sale on such exchange or over-the-counter market on such day, the security will be valued at the mean between the last bid price and last ask price on such day.
 
The Company may invest up to 50 percent of its total assets in restricted securities. Restricted securities are subject to statutory or contractual restrictions on their public resale, which may make it more difficult to obtain a valuation and may limit the Company’s ability to dispose of them. Investments in restricted securities and other securities for which market quotations are not readily available will be valued in good faith by using fair value procedures approved by the Board of Directors. Such fair value procedures consider factors such as discounts to publicly traded issues, time until conversion date, securities with similar yields, quality, type of issue, coupon, duration and rating. If events occur that affect the value of the Company’s portfolio securities before the net asset value has been calculated (a “significant event”), the portfolio securities so affected will generally be priced using fair value procedures.
 
An equity security of a publicly traded company acquired in a direct placement transaction may be subject to restrictions on resale that can affect the security’s liquidity and fair value. Such securities that are convertible or otherwise will become freely tradable will be valued based on the market value of the freely tradable security less an applicable discount. Generally, the discount will initially be equal to the discount at which the Company purchased the securities. To the extent that such securities are convertible or otherwise become freely tradable within a time frame that may be reasonably determined, an amortization schedule may be used to determine the discount.
 
The Company generally values debt securities at prices based on market quotations for such securities, except those securities purchased with 60 days or less to maturity are valued on the basis of amortized cost, which approximates market value.
 
C. Security Transactions and Investment Income
 
Security transactions are accounted for on the date the securities are purchased or sold (trade date). Realized gains and losses are reported on an identified cost basis. Interest income is recognized on the accrual basis, including amortization of premiums and accretion of discounts. Dividend and distribution income is recorded on the ex-dividend date. Distributions received from the Company’s investments in master limited partnerships (“MLPs”) generally are comprised of ordinary income, capital gains and return of capital from the MLPs. The Company allocates distributions between investment income and return of capital based on estimates made at the time such distributions are received. Such estimates are based on information provided by each MLP and other industry sources. These estimates may subsequently be revised based on actual allocations received from MLPs after their tax reporting periods are concluded, as the actual character of these distributions is not known until after the fiscal year end of the Company.
 
For the period from December 1, 2009 through November 30, 2010, the Company estimated the allocation of investment income and return of capital for the distributions received from MLPs within the Statement of Operations. For this period, the Company had estimated approximately 11 percent of total distributions as investment income and approximately 89 percent as return of capital.
 
Subsequent to November 30, 2010, the Company reallocated the amount of investment income and return of capital it recognized for the period from December 1, 2009 through November 30, 2010 based on the 2010 tax reporting information received from the individual MLPs. This reclassification amounted to a decrease in pre-tax net investment income of approximately $3,596,000 or $0.185 per share ($2,273,000 or $0.117 per share, net of deferred tax benefit); an increase in unrealized appreciation of investments of approximately $3,407,000 or $0.175 per share ($2,154,000 or $0.111 per share, net of deferred tax expense) and an increase in realized gains of approximately $189,000 or $0.010 per share ($119,000 or $0.006 per share, net of deferred tax expense) for the period from December 1, 2010 through May 31, 2011.
 
Subsequent to the period ended February 28, 2011, the Company reallocated the amount of investment income and return of capital recognized in the current fiscal year based on its revised 2011 estimates, after considering the final allocations for 2010. This reclassification amounted to a decrease in pre-tax net investment income of approximately $1,007,000 or $0.052 per share ($636,000 or $0.033 per share, net of deferred tax benefit); an increase in unrealized appreciation of investments of approximately $697,000 or $0.036 per share ($440,000 or $0.023 per share, net of deferred tax expense) and an increase in realized gains of approximately $310,000 or $0.016 per share ($196,000 or $0.010 per share, net of deferred tax expense).
 
D. Distributions to Stockholders
 
Distributions to common stockholders are recorded on the ex-dividend date. The Company may not declare or pay distributions to its common stockholders if it does not meet asset coverage ratios required under the 1940 Act or the rating agency guidelines for its debt and preferred stock following such distribution. The character of distributions to common stockholders made during the year may differ from their ultimate characterization for federal income tax purposes. For book purposes, the source of the Company’s distributions to common stockholders for the year ended November 30, 2010 and the period ended May 31, 2011 was 100 percent return of capital. For tax purposes, the Company’s distributions for the year ended November 30, 2010 were approximately 61 percent qualified dividend income and 39 percent return of capital. The tax character of distributions paid to common stockholders in the current year will be determined subsequent to November 30, 2011.
 
2011 2nd Quarter Report       11
 

 



N OTES TO  F INANCIAL S TATEMENTS (Unaudited)
(Continued)
 
Distributions to mandatory redeemable preferred stockholders are accrued daily based on a fixed annual rate and are paid on the first business day of each month. The Company may not declare or pay distributions to its mandatory redeemable preferred stockholders if it does not meet a 200 percent asset coverage ratio for its debt or the rating agency basic maintenance amount for the debt following such distribution. The character of distributions to preferred stockholders made during the year may differ from their ultimate characterization for federal income tax purposes. For book purposes, the source of the Company’s distributions to mandatory redeemable preferred stockholders for the year ended November 30, 2010 and the period ended May 31, 2011 was 100 percent return of capital. For tax purposes, the Company’s distributions to mandatory redeemable preferred stockholders for the year ended November 30, 2010 were 100 percent qualified dividend income. The tax character of distributions paid to mandatory redeemable preferred stockholders in the current year will be determined subsequent to November 30, 2011.
 
E. Federal Income Taxation
 
The Company, as a corporation, is obligated to pay federal and state income tax on its taxable income. Currently, the highest regular marginal federal income tax rate for a corporation is 35 percent. The Company may be subject to a 20 percent federal alternative minimum tax on its federal alternative minimum taxable income to the extent that its alternative minimum tax exceeds its regular federal income tax.
 
The Company invests 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 reports its allocable share of the MLP’s taxable income in computing its own taxable income. The Company’s tax expense or benefit is included in the Statement of Operations based on the component of income or gains (losses) to which such expense or benefit relates. Deferred income taxes reflect the net 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. A valuation allowance is recognized if, based on the weight of available evidence, it is more likely than not that some portion or all of the deferred income tax asset will not be realized.
 
F. Offering and Debt Issuance Costs
 
Offering costs related to the issuance of common and preferred stock are charged to additional paid-in capital when the stock is issued. Offering costs (excluding underwriter discounts and commissions) of $408 related to the issuance of common stock were recorded to additional paid-in capital during the period ended May 31, 2011. Debt issuance costs related to long-term debt obligations and Mandatory Redeemable Preferred (“MRP”) Stock are capitalized and amortized over the period the debt and MRP Stock is outstanding. The amount of such capitalized costs (excluding underwriter commissions) for the MRP B Stock issued in February 2011 and for the Series G and Series H Notes issued in April 2011 were $223,816, $11,151 and $27,378, respectively.
 
G. Derivative Financial Instruments
 
The Company may use derivative financial instruments (principally interest rate swap contracts) in an attempt to manage interest rate risk. The Company has established policies and procedures for risk assessment and the approval, reporting and monitoring of derivative financial instrument activities. The Company does not hold or issue derivative financial instruments for speculative purposes. All derivative financial instruments are recorded at fair value with changes in fair value during the reporting period, and amounts accrued under the agreements, included as unrealized gains or losses in the accompanying Statement of Operations. Monthly cash settlements under the terms of the derivative instruments and termination of such contracts are recorded as realized gains or losses in the accompanying Statement of Operations. The Company did not hold any derivative financial instruments during the period ended May 31, 2011.
 
H. Indemnifications
 
Under the Company’s organizational documents, its officers and directors are indemnified against certain liabilities arising out of the performance of their duties to the Company. In addition, in the normal course of business, the Company may enter into contracts that provide general indemnifications 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.
 
I. Recent Accounting Pronouncement
 
In May 2011, the FASB issued ASU No. 2011-04 “Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements” in GAAP and the International Financial Reporting Standards (“IFRSs”). ASU No. 2011-04 amends FASB ASC Topic 820, Fair Value Measurements and Disclosures, to establish common requirements for measuring fair value and for disclosing information about fair value measurements in accordance with GAAP and IFRSs. ASU No. 2011-04 is effective for fiscal years beginning after December 15, 2011 and for interim periods within those fiscal years. Management is currently evaluating these amendments and does not believe they will have a material impact on the Company’s financial statements.
 
3. Concentration of Risk
 
Under normal circumstances, the Company will have at least 80 percent of its net assets, plus any borrowings for investment purposes, invested in equity securities of entities in the energy sector and at least 80 percent of its total assets in equity securities of MLPs and their affiliates in the energy infrastructure sector. The Company will not invest more than 15 percent of its total assets in any single issuer as of the time of purchase. The Company may invest up to 50 percent of its total assets in restricted securities, all of which may be illiquid securities. The Company may invest up to 20 percent of its total assets in debt securities, including securities rated below investment grade. In determining application of these policies, the term “total assets” includes assets obtained through leverage. Companies that primarily invest in a particular sector may experience greater volatility than companies investing in a broad range of industry sectors. The Company may, for defensive purposes, temporarily invest all or a significant portion of its assets in investment grade securities, short-term debt securities and cash or cash equivalents. To the extent the Company uses this strategy, it may not achieve its investment objective.
 
4. Agreements
 
The Company has entered into an Investment Advisory Agreement with Tortoise Capital Advisors, L.L.C. (the “Adviser”). Under the terms of the agreement, the Company pays the Adviser a fee equal to an annual rate of 0.95 percent of the Company’s average monthly total assets (including any assets attributable to leverage and excluding any net deferred tax asset) minus accrued liabilities (other than net deferred tax liability, debt entered into for purposes of leverage and the aggregate liquidation preference of outstanding preferred stock) (“Managed Assets”), in exchange for the investment advisory services provided. The Adviser has contractually agreed to waive all fees due under the Investment Advisory Agreement related to the net proceeds received from the issuance of additional common stock for a six month period following the date of issuance.
 
12       Tortoise Energy Capital Corp.
 

 



N OTES TO F INANCIAL S TATEMENTS (Unaudited)
(Continued)
 
U.S. Bancorp Fund Services, LLC serves as the Company’s administrator. The Company pays the administrator a monthly fee computed at an annual rate of 0.04 percent of the first $1,000,000,000 of the Company’s Managed Assets, 0.01 percent on the next $500,000,000 of Managed Assets and 0.005 percent on the balance of the Company’s Managed Assets.
 
Computershare Trust Company, N.A. serves as the Company’s transfer agent and registrar and Computershare Inc. serves as the Company’s dividend paying agent and agent for the automatic dividend reinvestment plan.
 
U.S. Bank, N.A. serves as the Company’s custodian. The Company pays the custodian a monthly fee computed at an annual rate of 0.004 percent of the Company’s portfolio assets, plus portfolio transaction fees.
 
5. Income Taxes
 
Deferred income taxes reflect the net tax effect of temporary differences between the carrying amount of assets and liabilities for financial reporting and tax purposes. Components of the Company’s deferred tax assets and liabilities as of May 31, 2011, are as follows:
 
Deferred tax assets:    
     Net operating loss carryforwards $ 21,723,101
     Capital loss carryforwards   15,531,022
     Alternative minimum tax credit carryforward   87,392
     Organization costs   13,536
    37,355,051
Deferred tax liabilities:    
     Basis reduction of investment in MLPs   34,846,257
     Net unrealized gains on investment securities   127,570,743
    162,417,000
Total net deferred tax liability $  125,061,949
     
At May 31, 2011, a valuation allowance on deferred tax assets was not deemed necessary because the Company believes it is more likely than not that there is an ability to realize its deferred tax assets through future taxable income of the appropriate character. Any adjustments to such estimates will be made in the period such determination is made. The Company’s policy is to record interest and penalties on uncertain tax positions as part of tax expense. As of May 31, 2011, the Company had no uncertain tax positions and no penalties and interest were accrued. All tax years since inception remain open to examination by federal and state tax authorities.
 
Total income tax expense differs from the amount computed by applying the federal statutory income tax rate of 35 percent to net investment loss and net realized and unrealized gains on investments for the period ended May 31, 2011, as follows:
 
Application of statutory income tax rate $ 11,650,698
State income taxes, net of federal tax benefit   592,521
Foreign tax expense, net of federal tax benefit   31,276
Nondeductible payments on preferred stock   1,312,522
Other   23,118
Total income tax expense $ 13,610,135
     
Total income taxes are computed by applying the federal statutory rate plus a blended state income tax rate.
 
For the period from December 1, 2010 through May 31, 2011, the components of income tax expense include current foreign tax expense (for which the federal tax benefit is reflected in deferred tax expense) of $49,472, alternative minimum tax benefit of $32,809 and deferred federal and state income tax expense (net of federal tax benefit) of $12,935,604 and $657,868, respectively.
 
As of November 30, 2010, the Company had a net operating loss for federal income tax purposes of approximately $48,748,000. The net operating loss may be carried forward for 20 years. If not utilized, this net operating loss will expire as follows: $13,883,000, $18,390,000, $31,000, $10,079,000, and $6,365,000 in the years ending November 30, 2026, 2027, 2028, 2029, and 2030, respectively. As of November 30, 2010, the Company had a capital loss carryforward of approximately $64,000,000, which may be carried forward for 5 years. If not utilized, this capital loss will expire as follows: $26,000,000 and $38,000,000 in the years ending November 30, 2013 and 2014, respectively. The amount of deferred tax asset for these items at May 31, 2011 also includes amounts for the period from December 1, 2010 through May 31, 2011. For corporations, capital losses can only be used to offset capital gains and cannot be used to offset ordinary income. As of November 30, 2010, an alternative minimum tax credit of $87,392 was available, which may be credited in the future against regular income tax. This credit may be carried forward indefinitely.
 
As of May 31, 2011, the aggregate cost of securities for federal income tax purposes was $349,327,948. The aggregate gross unrealized appreciation for all securities in which there was an excess of fair value over tax cost was $445,625,237, the aggregate gross unrealized depreciation for all securities in which there was an excess of tax cost over fair value was $4,034,696 and the net unrealized appreciation was $441,590,541.
 
6. Fair Value of Financial Instruments
 
Various inputs are used in determining the value of the Company’s investments. These inputs are summarized in the three broad levels listed below:
 
       Level 1 —  
quoted prices in active markets for identical investments
     
       Level 2 —
 
other significant observable inputs (including quoted prices for similar investments, market corroborated inputs, etc.)
     
       Level 3 —
 
significant unobservable inputs (including the Company’s own assumptions in determining the fair value of investments)
  
The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.
 
The following table provides the fair value measurements of applicable Company assets by level within the fair value hierarchy as of May 31, 2011. These assets are measured on a recurring basis.
 
    Fair Value at            
Description       May 31, 2011       Level 1       Level 2       Level 3
Equity Securities:                        
       Master Limited Partnerships                        
              and Related Companies (a)   $ 790,815,338   $ 760,647,682   $ 30,167,656   $            —
Total Equity Securities     790,815,338     760,647,682     30,167,656    
Other:                        
       Short-Term Investment (b)     103,151     103,151        
Total Other     103,151     103,151        
Total   $  790,918,489   $  760,750,833   $  30,167,656   $
 

(a)  All other industry classifications are identified in the Schedule of Investments.
(b) Short-term investment is a sweep investment for cash balances in the Company at May 31, 2011.
 
2011 2nd Quarter Report       13
 

 



N OTES TO F INANCIAL S TATEMENTS (Unaudited)
(Continued)
 
Valuation Techniques
In general, and where applicable, the Company uses readily available market quotations based upon the last updated sales price from the principal market to determine fair value. This pricing methodology applies to the Company’s Level 1 investments.
 
An equity security of a publicly traded company acquired in a private placement transaction without registration under the Securities Act of 1933, as amended (the “1933 Act”), is subject to restrictions on resale that can affect the security’s fair value. If such a security is convertible into publicly-traded common shares, the security generally will be valued at the common share market price adjusted by a percentage discount due to the restrictions and categorized as Level 2 in the fair value hierarchy. If the security has characteristics that are dissimilar to the class of security that trades on the open market, the security will generally be valued and categorized as Level 3 in the fair value hierarchy.
 
The Company utilizes the beginning of reporting period method for determining transfers between levels. There were no transfers between levels for the period ended May 31, 2011.
 
7. Restricted Securities
 
Certain of the Company’s investments are restricted and are valued as determined in accordance with procedures established by the Board of Directors, as more fully described in Note 2. The table below shows the number of units held, acquisition date, acquisition cost, fair value, fair value per share and percent of net assets which the securities comprise at May 31, 2011.
 
                              Fair   Fair
                              Value   Value as
    Number of   Acquisition   Acquisition   Fair     Per   Percent of
Investment Security      Shares      Date      Cost      Value        Share      Net Assets
Crestwood Midstream Partners LP                                      
     Unregistered Class C Units   331,198   4/1/11   $ 8,000,010     $ 8,077,919     $ 24.39     1.6 %
PAA Natural Gas Storage, L.P.                                      
     Unregistered Common Units   280,308   2/8/11     6,000,000       6,063,062       21.63     1.2 %
Regency Energy Partners LP                                      
     Unregistered Common Units   666,667   5/2/11     16,160,000       16,026,675       24.04     3.3 %
            $ 30,160,010     $ 30,167,656             6.1 %
                                       
The carrying value per unit of unrestricted common units of Crestwood Midstream Partners LP was $30.37 on February 18, 2011, the date of the purchase agreement and the date an enforceable right to acquire the restricted Crestwood Midstream Partners LP units was obtained by the Company.
 
The carrying value per unit of unrestricted common units of PAA Natural Gas Storage, L.P. was $24.38 on December 23, 2010, the date of the purchase agreement and the date an enforceable right to acquire the restricted PAA Natural Gas Storage, L.P. units was obtained by the Company.
 
The carrying value per unit of unrestricted common units of Regency Energy Partners LP was $26.24 on March 23, 2011, the date of the purchase agreement and the date an enforceable right to acquire the restricted Regency Energy Partners LP units was obtained by the Company.
 
8. Investment Transactions
 
For the period ended May 31, 2011, the Company purchased (at cost) and sold securities (proceeds received) in the amount of $73,240,156 and $67,826,593 (excluding short-term debt securities), respectively.
 
9. Long-Term Debt Obligations
 
The Company has $107,500,000 aggregate principal amount of private senior notes, Series D, Series E, Series F, Series G, and Series H (collectively, the “Notes”), outstanding. The Notes are unsecured obligations of the Company and, upon liquidation, dissolution or winding up of the Company, will rank: (1) senior to all of the Company’s outstanding preferred shares; (2) senior to all of the Company’s outstanding common stock; (3) on parity with any unsecured creditors of the Company and any unsecured senior securities representing indebtedness of the Company and (4) junior to any secured creditors of the Company. Holders of the Notes are entitled to receive cash interest payments each quarter until maturity. The Series D, Series E, Series F and Series H Notes accrue interest at fixed rates and the Series G Notes accrue interest at an annual rate that resets each quarter based on 3-month LIBOR plus 1.35 percent. The Notes are not listed on any exchange or automated quotation system.
 
The Notes are redeemable in certain circumstances at the option of the Company. The Notes are also subject to a mandatory redemption if the Company fails to meet asset coverage ratios required under the 1940 Act or the rating agency guidelines if such failure is not waived or cured. At May 31, 2011, the Company was in compliance with asset coverage covenants and basic maintenance covenants for its senior notes.
 
The estimated fair value of each series of fixed-rate Notes was calculated, for disclosure purposes, by discounting future cash flows by a rate equal to the current U.S. Treasury rate with an equivalent maturity date, plus either 1) the spread between the interest rate on recently issued debt and the U.S. Treasury rate with a similar maturity date or 2) if there has not been a recent debt issuance, the spread between the AAA corporate finance debt rate and the U.S. Treasury rate with an equivalent maturity date plus the spread between the fixed rates of the Notes and the AAA corporate finance debt rate. The estimated fair value of the Series G Notes approximates the carrying amount because the interest rate fluctuates with changes in interest rates available in the current market. The following table shows the maturity date, interest rate, notional/carrying amount and estimated fair value for each series of Notes outstanding at May 31, 2011.
 
              Notional/      
    Maturity   Interest   Carrying   Estimated
Series      Date      Rate      Amount      Fair Value
Series D   December 21, 2014        6.07 %   $ 39,400,000   $ 43,874,074
Series E   June 17, 2011   5.56 %     15,900,000     16,107,995
Series F   June 17, 2013   6.02 %     34,700,000     37,953,458
Series G   June 15, 2014   1.62 % (1)     5,000,000     5,000,000
Series H   June 15, 2016   3.88 %     12,500,000     13,500,384
              $ 107,500,000   $ 116,435,911
                       
(1)  Floating rate; rate effective for period from initial issuance on April 26, 2011 through September 15, 2011.
 
14       Tortoise Energy Capital Corp.
 

 



N OTES TO F INANCIAL S TATEMENTS (Unaudited)
(Continued)
 
10. Preferred Stock
 
The Company has 10,000,000 shares of preferred stock authorized. Of that amount, the Company has 5,000,000 authorized shares of Mandatory Redeemable Preferred (“MRP”) B Stock and all 5,000,000 shares are outstanding at May 31, 2011. The MRP B Stock has a liquidation value of $10.00 per share plus any accumulated but unpaid distributions, whether or not declared. The Company issued 5,000,000 shares of MRP B Stock on February 10, 2011, and they are mandatorily redeemable on March 1, 2018. The MRP B Stock pays cash distributions on the first business day of each month at an annual rate of 5.00 percent. The shares of MRP B Stock trade on the NYSE under the symbol “TYY Pr B.”
 
The MRP Stock has rights determined by the Board of Directors. Except as otherwise indicated in the Company’s Charter or Bylaws, or as otherwise required by law, the holders of MRP Stock have voting rights equal to the holders of common stock (one vote per MRP share) and will vote together with the holders of shares of common stock as a single class except on matters affecting only the holders of preferred stock or the holders of common stock. The 1940 Act requires that the holders of any preferred stock (including MRP Stock), voting separately as a single class, have the right to elect at least two directors at all times.
 
At May 31, 2011, the estimated fair value of the MRP B Stock is based on the closing market price of $10.23 per share. The following table shows the mandatory redemption date, fixed rate, number of shares outstanding, aggregate liquidation preference and estimated fair value as of May 31, 2011.
 
    Mandatory           Aggregate    
    Redemption   Fixed   Shares   Liquidation   Estimated
Series       Date       Rate       Outstanding       Preference       Fair Value
MRP B Stock   March 1, 2018   5.00%   5,000,000   $50,000,000   $51,150,000
 
The MRP Stock is redeemable in certain circumstances at the option of the Company. Under the Investment Company Act of 1940, the Company may not declare dividends or make other distributions on shares of common stock or purchases of such shares if, at the time of the declaration, distribution or purchase, asset coverage with respect to the outstanding MRP Stock would be less than 200 percent. The MRP Stock is also subject to a mandatory redemption if the Company fails to meet an asset coverage ratio of at least 225 percent as determined in accordance with the 1940 Act or a rating agency basic maintenance amount if such failure is not waived or cured. At May 31, 2011, the Company was in compliance with asset coverage covenants and basic maintenance covenants for its MRP Stock.
 
The Company partially redeemed its MRP A Stock at liquidation value in the amount of $20,000,000 on December 13, 2010 and defeased the remaining MRP A Stock at liquidation value in the amount of $45,000,000 on February 10, 2011. The Company paid a premium of $200,000 and $450,000, respectively, upon redemption. The unamortized balance of allocated capital costs was expensed and resulted in a total loss on early redemption of $413,277 and $904,696, respectively, which is included in amortization of debt issuance costs in the accompanying Statement of Operations.
 
11. Credit Facility
 
On June 20, 2010, the Company entered into an amendment to its credit facility that extends the credit facility through June 20, 2011. U.S. Bank, N.A. serves as a lender and the lending syndicate agent on behalf of other lenders participating in the credit facility. The terms of the amendment provided for an unsecured revolving credit facility of $35,000,000. On March 9, 2011 the Company entered into an amendment that increased the amount available under its unsecured revolving credit facility to $40,000,000. During the extension, outstanding balances generally will accrue interest at a variable rate equal to one-month LIBOR plus 1.25 percent and unused portions of the credit facility will accrue a non-usage fee equal to an annual rate of 0.20 percent.
 
The average principal balance and interest rate for the period during which the credit facility was utilized during the period ended May 31, 2011 was approximately $21,700,000 and 1.49 percent, respectively. At May 31, 2011, the principal balance outstanding was $4,500,000 at an interest rate of 1.44 percent.
 
Under the terms of the credit facility, the Company must maintain asset coverage required under the 1940 Act. If the Company fails to maintain the required coverage, it may be required to repay a portion of an outstanding balance until the coverage requirement has been met. At May 31, 2011, the Company was in compliance with the terms of the credit facility.
 
12. Common Stock
 
The Company has 100,000,000 shares of capital stock authorized and 19,400,238 shares outstanding at May 31, 2011. Transactions in common stock for the period ended May 31, 2011, were as follows:
 
Shares at November 30, 2010 19,345,016
Shares sold through shelf offerings 20,500
Shares issued through reinvestment of distributions 34,722
Shares at May 31, 2011 19,400,238
   
13. Subsequent Events
 
On June 1, 2011, the Company paid a distribution in the amount of $0.4025 per common share, for a total of $7,808,596. Of this total, the dividend reinvestment amounted to $946,138.
 
On June 15, 2011, the Company issued $12,500,000 of Series I private senior notes. The proceeds from this offering, along with funds from our bank credit facility, were used to fund the maturity of the $15,900,000 Series E private senior notes on June 17, 2011.
 
On June 20, 2011, the Company entered into an amendment to its credit facility that extends the credit facility through June 18, 2012. The terms of the amendment provide for an unsecured revolving credit facility of $40,000,000. During the extension, outstanding balances generally will accrue interest at a variable annual rate equal to one-month LIBOR plus 1.25 percent and unused portions of the credit facility will accrue a non-usage fee equal to an annual rate of 0.20 percent.
 
During the period from June 1, 2011 through the date the financial statements were issued, the Company issued 29,000 shares of common stock under its at-the-market equity offering program for gross proceeds of approximately $0.8 million.
 
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.
 
2011 2nd Quarter Report       15

 

 



A DDITIONAL I NFORMATION (Unaudited)
 
Stockholder Proxy Voting Results
 
The annual meeting of stockholders was held on May 20, 2011. The matters considered at the meeting, together with the actual vote tabulations relating to such matters are as follows:
 
1.   To elect one director of the Company, to hold office for a term of three years and until his successor is duly elected and qualified.
 
        No. of Shares
Conrad S. Ciccotello    
     Affirmative   18,978,588
     Withheld   933,131
     TOTAL   19,911,719

    Charles E. Heath continued as a director and his term expires on the date of the 2012 annual meeting of stockholders. Each of H. Kevin Birzer and John Graham continued as a director with a term expiring on the date of the 2013 annual meeting of stockholders.
 
2.   To approve a proposal to authorize flexibility to the Company to sell its common shares for less than net asset value, subject to certain conditions.
 
Vote of Common Stockholders   No. of
     of Record (59 Stockholders of   Recordholders
     Record as of Record Date)       Voting
          Affirmative   34
          Against   4
          Abstain   2
          Broker Non-votes   0
          TOTAL   40
     
Vote of Stockholders   No. of Shares
          Affirmative   9,338,918
          Against   920,690
          Abstain   152,240
          Broker Non-votes   9,499,871
          TOTAL   19,911,719

3.   To ratify the selection of Ernst & Young LLP as the independent registered public accounting firm of the Company for its fiscal year ending November 30, 2011.
 
        No. of Shares
          Affirmative   19,539,398
          Against   262,748
          Abstain   109,573
          TOTAL   19,911,719

Based upon votes required for approval, each of these matters passed.
 
Director and Officer Compensation
 
The Company does not compensate any of its directors who are “interested persons,” as defined in Section 2(a)(19) of the 1940 Act, nor any of its officers. For the period ended May 31, 2011, the aggregate compensation paid by the Company to the independent directors was $57,500. The Company did not pay any special compensation to any of its directors or officers.
 
Forward-Looking Statements
 
This report contains “forward-looking statements” within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934. By their nature, all forward-looking statements involve risks and uncertainties, and actual results could differ materially from those contemplated by the forward-looking statements. Several factors that could materially affect the Company’s actual results are the performance of the portfolio of investments held by it, the conditions in the U.S. and international financial, petroleum and other markets, the price at which shares of the Company will trade in the public markets and other factors discussed in filings with the SEC.
 
Proxy Voting Policies
 
A description of the policies and procedures that the Company uses to determine how to vote proxies relating to portfolio securities owned by the Company and information regarding how the Company voted proxies relating to the portfolio of securities during the 12-month period ended June 30, 2010 are available to stockholders (i) without charge, upon request by calling the Company at (913) 981-1020 or toll-free at (866) 362-9331 and on the Company’s Web site at www.tortoiseadvisors.com; and (ii) on the SEC’s Web site at www.sec.gov.
 
Form N-Q
 
The Company files its complete schedule of portfolio holdings for the first and third quarters of each fiscal year with the SEC on Form N-Q. The Company’s Form N-Q is available without charge upon request by calling the Company at (866) 362-9331 or by visiting the SEC’s Web site at www.sec.gov. In addition, you may review and copy the Company’s Form N-Q at the SEC’s Public Reference Room in Washington D.C. You may obtain information on the operation of the Public Reference Room by calling (800) SEC-0330.
 
The Company’s Form N-Qs are also available on the Company’s Web site at www.tortoiseadvisors.com.
 
Statement of Additional Information
 
The Statement of Additional Information (“SAI”) includes additional information about the Company’s directors and is available upon request without charge by calling the Company at (866) 362-9331 or by visiting the SEC’s Web site at www.sec.gov.
 
Certifications
 
The Company’s Chief Executive Officer has submitted to the New York Stock Exchange the annual CEO certification as required by Section 303A.12(a) of the NYSE Listed Company Manual.
 
The Company has filed with the SEC, as an exhibit to its most recently filed N-CSR, the certification of its Chief Executive Officer and Chief Financial Officer required by Section 302 of the Sarbanes-Oxley Act.
 
Privacy Policy
 
In order to conduct its business, the Company collects and maintains certain nonpublic personal information about its stockholders of record with respect to their transactions in shares of the Company’s securities. This information includes the stockholder’s address, tax identification or Social Security number, share balances, and distribution elections. We do not collect or maintain personal information about stockholders whose share balances of our securities are held in “street name” by a financial institution such as a bank or broker.
 
We do not disclose any nonpublic personal information about you, the Company’s other stockholders or the Company’s former stockholders to third parties unless necessary to process a transaction, service an account, or as otherwise permitted by law.
 
To protect your personal information internally, we restrict access to nonpublic personal information about the Company’s stockholders to those employees who need to know that information to provide services to our stockholders. We also maintain certain other safeguards to protect your nonpublic personal information.
 
16       Tortoise Energy Capital Corp.
 

 



 
Office of the Company and ADMINISTRATOR
of the Investment Adviser U.S. Bancorp Fund Services, LLC
Tortoise Capital Advisors, L.L.C. 615 East Michigan St.
11550 Ash Street, Suite 300 Milwaukee, Wis. 53202
Leawood, Kan. 66211  
(913) 981-1020 CUSTODIAN
(913) 981-1021 (fax) U.S. Bank, N.A.
www.tortoiseadvisors.com 1555 North Rivercenter Drive, Suite 302
  Milwaukee, Wis. 53212
Managing Directors of  
Tortoise Capital Advisors, L.L.C. TRANSFER, DIVIDEND DISBURSING
H. Kevin Birzer AND REINVESTMENT AGENT
Zachary A. Hamel Computershare Trust Company, N.A. / Computershare Inc.
Kenneth P. Malvey P.O. Box 43078
Terry Matlack Providence, R.I. 02940-3078
David J. Schulte (800) 426-5523
  www.computershare.com
Board of Directors of  
Tortoise Energy Capital Corp. LEGAL COUNSEL
  Husch Blackwell LLP
H. Kevin Birzer, Chairman 4801 Main St.
Tortoise Capital Advisors, L.L.C. Kansas City, Mo. 64112
   
Conrad S. Ciccotello INVESTOR RELATIONS
Independent (866) 362-9331
  info@tortoiseadvisors.com
John R. Graham
Independent STOCK SYMBOL
  Listed NYSE Symbol: TYY
Charles E. Heath
Independent This report is for stockholder information. This is not a prospectus
  intended for use in the purchase or sale of fund shares. Past performance
  is no guarantee of future results and your investment may be worth more
  or less at the time you sell.

Tortoise Capital Advisors’ Public Investment Companies  
   
                Total Assets
    Ticker/   Primary Target   Investor   as of 6/30/11
Name       Inception Date       Investments       Suitability       ($ in millions)
Tortoise Energy   TYY   U.S. Energy Infrastructure   Retirement Accounts     $805  
Capital Corp.   May 2005       Pension Plans        
            Taxable Accounts        
                     
Tortoise Energy   TYG   U.S. Energy Infrastructure   Retirement Accounts     $1,554  
Infrastructure Corp.   Feb. 2004       Pension Plans        
            Taxable Accounts        
                     
Tortoise North   TYN   U.S. Energy Infrastructure   Retirement Accounts     $209  
American Energy   Oct. 2005       Pension Plans        
Corp.           Taxable Accounts        
                     
Tortoise Power and   TPZ   U.S. Power and Energy   Retirement Accounts     $209  
Energy Infrastructure   July 2009   Investment Grade Debt   Pension Plans        
Fund, Inc.       and Dividend-Paying   Taxable Accounts        
        Equity Securities            
                      
Tortoise MLP Fund,   NTG   U.S. Energy Infrastructure   Retirement Accounts     $1,599  
Inc.   July 2010   Natural Gas Energy   Pension Plans        
        Infrastructure   Taxable Accounts        
        Emphasis            
                     
Tortoise Capital   TTO   U.S. Energy Infrastructure   Retirement Accounts     $100  
Resources Corp.   Dec. 2005   Private and Micro Cap   Pension Plans      (as of 5/31/11)
    (Feb. 2007 – IPO)   Public Companies   Taxable Accounts        
                     


 

 


 

Item 2. Code of Ethics.
 
Not applicable for semi-annual reports.
 
Item 3. Audit Committee Financial Expert.
 
Not applicable for semi-annual reports.
 
Item 4. Principal Accountant Fees and Services.
 
Not applicable for semi-annual reports.
 
Item 5. Audit Committee of Listed Registrants.
 
Not applicable for semi-annual reports.
 
Item 6. Schedule of Investments.
 
Schedule of Investments is included as part of the report to shareholders filed under Item 1.
 
Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.
 
Not applicable for semi-annual reports.
 
Item 8. Portfolio Managers of Closed-End Management Investment Companies.
 
There have been no changes in the portfolio managers identified in response to this Item in the Registrant’s most recent annual report on Form N-CSR.
 
Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.
 
        (d)
      (c) Maximum Number (or
      Total Number of Approximate Dollar
  (a)   Shares (or Units) Value) of Shares (or
  Total Number of (b) Purchased as Part of Units) that May Yet
  Shares (or Units) Average Price Paid Publicly Announced Be Purchased Under
Period Purchased per Share (or Unit) Plans or Programs the Plans or Programs
Month #1 2,000,000 $10.118667 2,000,000 0
12/1/10-12/31/10 (1)        
Month #2 0 0 0 0
1/1/11-1/31/11        
Month #3 0 0 0 0
2/1/11-2/28/11        
Month #4 4,500,000 $10.16689 4,500,000 0
3/1/11-3/31/11 (2)        
Month #5 0 0 0 0
4/1/11-4/30/11        
Month #6 0 0 0 0
5/1/11-5/31/11        
Total 6,500,000 $10.152052 6,500,000 0

(1) On December 13, 2010, the Registrant redeemed, by lot in base denomination of $10.00, a portion of the Mandatory Redeemable Preferred ( MRP ) Shares representing an aggregate liquidation preference amount of $20,000,000 at a total redemption price of $20,237,334.00 and a redemption price per share of $10.118667. The redemption price per share is equal to $10.00, plus (i) accrued dividends of $0.018667, calculated using the then current dividend rate of 5.60% accrued to the date of redemption and (ii) a redemption premium of $0.10 (1.0% of the liquidation preference per share). This redemption took place following the Registrant s Rule 23c-2 filing with the SEC on November 12, 2010.

(2) On March 14, 2011, the Registrant redeemed, by lot in base denomination of $10.00, all of the remaining MRP Shares representing an aggregate liquidation preference amount of $45,000,000 at a total redemption price of $45,751,005.00 and a redemption price per share of $10.16689. The redemption price per share is equal to $10.00, plus (i) accrued dividends of $0.06689, calculated using the then current dividend rate of 5.60% accrued to the date of redemption and (ii) a redemption premium of $0.10 (1.0% of the liquidation preference per share). This redemption took place following the Registrant s Rule 23c-2 filing with the SEC on February 10, 2011.


 

Item 10. Submission of Matters to a Vote of Security Holders.
 
None.
 
Item 11. Controls and Procedures.
 
(a) The Registrant’s Chief Executive Officer and its Chief Financial Officer have concluded that the Registrant's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940 (the “1940 Act”)) are effective as of a date within 90 days of the filing date of this report, based on the evaluation of these controls and procedures required by Rule 30a-3(b) under the 1940 Act and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934, as amended.
 
(b) There were no changes in the Registrant’s internal controls over financial reporting (as defined in Rule 30a-3(d) under 1940 Act) that occurred during the Registrant’s second fiscal quarter of the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Registrant’s internal control over financial reporting.
 
Item 12. Exhibits.
 
(a)(1) Any code of ethics or amendment thereto, that is the subject of the disclosure required by Item 2, to the extent that the Registrant intends to satisfy Item 2 requirements through filing of an exhibit. Not applicable.
 
(2) Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Filed herewith.
 
(3) Any written solicitation to purchase securities under Rule 23c-1 under the Act sent or given during the period covered by the report by or on behalf of the Registrant to 10 or more persons. None.
 
(b) Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Furnished herewith.
 

 

SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
(Registrant)       Tortoise Energy Capital Corporation
     
By (Signature and Title)   /s/ Terry Matlack
    Terry Matlack, Chief Executive Officer
 
Date     July 20, 2011
 
 
 
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
 
By (Signature and Title)       /s/ Terry Matlack
    Terry Matlack, Chief Executive Officer
 
Date     July 20, 2011
 
By (Signature and Title)       /s/ P. Bradley Adams
    P. Bradley Adams, Chief Financial Officer
 
Date     July 20, 2011
 

Tortoise (NYSE:TYY)
과거 데이터 주식 차트
부터 6월(6) 2024 으로 7월(7) 2024 Tortoise 차트를 더 보려면 여기를 클릭.
Tortoise (NYSE:TYY)
과거 데이터 주식 차트
부터 7월(7) 2023 으로 7월(7) 2024 Tortoise 차트를 더 보려면 여기를 클릭.