UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________
FORM
______________________________
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number 811-21593
______________________________
KAYNE ANDERSON ENERGY INFRASTRUCTURE FUND, INC.
(Exact name of registrant as specified in charter)
______________________________
811 Main Street, 14th Floor, Houston, Texas |
77002 |
(Address of principal executive offices) |
(Zip code) |
Michael J. O’Neil |
(Name and address of agent for service) |
Registrant’s telephone number, including area code: (713) 493-2020
Date of fiscal year end: November 30, 2022
Date of reporting period: November 30, 2022
Form N-CSR is to be used by management investment companies to file reports with the Commission not later than 10 days after the transmission to stockholders of any report that is required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may use the information provided on Form N-CSR in its regulatory, disclosure review, inspection, and policymaking roles.
A registrant is required to disclose the information specified by Form N-CSR, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-CSR unless the Form displays a currently valid Office of Management and Budget (“OMB”) control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. § 3507.
Item 1. Reports to Stockholders.
The report of Kayne Anderson Energy Infrastructure Fund, Inc. (the “Registrant”) to stockholders for the fiscal year ended November 30, 2022 is attached below.
CONTENTS
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Disclosure Pursuant to Rule 8b-16 under the Investment Company Act of 1940, as amended |
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Statement of Changes in Net Assets Applicable to Common Stockholders |
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS: This report of Kayne Anderson Energy Infrastructure Fund, Inc. (the “Company”) contains “forward-looking statements” as defined under the U.S. federal securities laws. Generally, the words “believe,” “expect,” “intend,” “estimate,” “anticipate,” “project,” “will” and similar expressions identify forward-looking statements, which generally are not historical in nature. Forward-looking statements are subject to certain risks and uncertainties that could cause actual results to materially differ from the Company’s historical experience and its present expectations or projections indicated in any forward-looking statements. These risks include, but are not limited to, changes in economic and political conditions; regulatory and legal changes; energy infrastructure company industry risk; leverage risk; valuation risk; interest rate risk; tax risk; and other risks discussed in the Company’s filings with the Securities and Exchange Commission (“SEC”). You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. The Company undertakes no obligation to update or revise any forward-looking statements made herein. There is no assurance that the Company’s investment objectives will be attained.
All investments in securities involve risks, including the possible loss of principal. The value of an investment in the Company could be volatile, and you could suffer losses of some or a substantial portion of the amount invested. The Company’s concentration of investments in energy infrastructure companies subjects it to the risks of midstream, renewable infrastructure and utility entities and the energy sector, including the risks of declines in energy and commodity prices, decreases in energy demand, adverse weather conditions, natural or other disasters, changes in government regulation, and changes in tax laws. Leverage creates risks that may adversely affect return, including the likelihood of greater volatility of net asset value and market price of common shares and fluctuations in distribution rates, which increases a stockholder’s risk of loss.
Performance data quoted in this report represent past performance and are for the stated time period only. Past performance is not a guarantee of future results. Current performance may be lower or higher than that shown based on market fluctuations from the end of the reported period.
KAYNE ANDERSON ENERGY INFRASTRUCTURE FUND, INC.
ADOPTION OF AN OPTIONAL DELIVERY METHOD FOR SHAREHOLDER REPORTS
Rule 8b-16 Disclosure
Rule 8b-16 under the Investment Company Act of 1940, as amended, requires that we disclose certain information to stockholders in our annual report. That disclosure is included in this report as follows: (1) information about our dividend investment plan is included on pages 83-85, (2) information about our investment objectives and policies is included on page 50, and (3) information regarding the principal risk factors associated with investment in the Company is included on pages 51-77. During the fiscal year ended November 30, 2022, there were no changes to our charter or by-laws that were not approved by stockholders that delay or prevent a change of control, nor were there changes to persons who are primarily responsible for the day-to-day management of the Company’s investment portfolio.
1
December 21, 2022
Dear Fellow Stockholders:
We hope that you and your families are well and enjoying the holiday season.
While quite a bit has changed in the world of investments since KYN went public in 2004, the Company’s core mission of providing a high after-tax return with an emphasis on making quarterly cash distributions to shareholders remains unchanged. Further, KYN was designed to provide investors an efficient means of investing in the energy infrastructure asset class — a vital part of the global economy — and the Company remains true to that mission today. Energy infrastructure is the backbone of the global energy sector, and the vast network of infrastructure assets owned by the Company’s portfolio investments are critical enablers of society’s modern way of life.
This year’s annual letter is designed to provide a concise summary of KYN’s performance, portfolio, and outlook. As discussed in this letter, we are excited about the Company’s prospects. While we readily acknowledge that the near-term economic outlook is uncertain, we believe the long-term benefits for KYN’s portfolio companies outweigh any short-term headwinds.
KYN generated very strong returns over the last 12 months — energy infrastructure companies performed well, with stock price returns far in excess of the S&P 500 index. Active portfolio management played a role in KYN’s excellent year, as performance benefited from our decision to “overweight” the midstream subsector vs. renewable infrastructure and utilities.(1) Active management of the Company’s balance sheet also influenced performance. In the face of heightened volatility in financial markets and rising interest rates, we reduced leverage during fiscal 2022. We made this decision to enable the Company to better navigate “choppy” market conditions, which seem to be the one constant in the financial markets these days. Higher marginal borrowing costs also played a role in this decision. While KYN’s returns would have been slightly higher had we not reduced leverage, we believe lower leverage levels are in the long-term best interest of the Company’s stockholders.
The parallel themes of energy security and energy transition — trends that have shaped our investment process for several years — are now recognized globally by policy makers, consumers, and the media. Throughout 2022, topics such as liquified natural gas (“LNG”) exports to Europe, the Strategic Petroleum Reserve, and investment tax credits frequented the front pages of mainstream news sources across the globe. While this renewed interest in the energy markets is partially attributable to market disruptions resulting from the war in Ukraine, it is our view that energy literacy among global citizens and policymakers will result in pragmatic energy policies over the longer term. A key global challenge today is the acute need for more energy, and North American energy infrastructure is the critical link in providing low-cost, abundant, and secure sources of energy to global markets.
____________
Endnotes can be found on page 7.
2
KAYNE ANDERSON ENERGY INFRASTRUCTURE FUND, INC.
LETTER TO STOCKHOLDERS
Why Invest in KYN?
We routinely try to put ourselves “in the shoes” of our investors and ask: What is KYN’s value proposition for investors? In our opinion, KYN — with its flexible investment mandate, permanent capital base, and expertise providing capital solutions to both public and private companies — is a very attractive vehicle for investors seeking diversified exposure to the North American energy infrastructure sector in an income-producing vehicle. We believe the sector’s investment thesis is compelling for several reasons:
• Access to affordable and reliable energy is critical to the global economy, as evidenced by international developments throughout 2022. Energy infrastructure plays a vital role in facilitating this access by connecting producers and end users;
• European nations’ pursuit of reliable, alternative sources of energy, including natural gas produced in the United States, has created a new frontier of commercial opportunities for North American energy infrastructure companies;
• Policy developments supporting the energy transition — namely, the Inflation Reduction Act in the U.S. — create decades-long visibility on cash flows and an attractive runway for long-term growth;
• Global demand for energy is expected to steadily increase over the next several decades — driven primarily by growth in developing economies; and
• Energy infrastructure companies have stable cash flows, operate businesses with increasingly high barriers to entry, and, in many cases, have contractual protections to offset higher levels of inflation.
In short, KYN provides investors exposure to the durable megatrends of global decarbonization and energy security in a diversified fund. The Company provides this exposure to investors in a very easy-to-own structure — daily liquidity via the NYSE listing, an attractive quarterly distribution, and the tax simplicity of a single Form 1099. Importantly, the Company’s portfolio has evolved over the last 18 years in concert with the domestic energy sector’s transition. Today, KYN is much more than “a way to invest in MLPs,” and the Company’s portfolio is, in our opinion, a more comprehensive and better way to invest in the North American energy infrastructure sector.
Performance and Distributions
KYN generated a total Net Asset Return of 30.5% in fiscal 2022.(2) We were pleased with this performance on the heels of a 41.0% return in fiscal 2021. KYN outperformed its benchmark by 820 basis points in fiscal 2022.(3) As you can see in the table below, midstream companies were the best performing energy infrastructure subsector for the second consecutive year. Renewable infrastructure companies performed the weakest during fiscal 2022, with higher interest rates (and inflation), supply chain pressure, and concerns about the outlook for European and Asian economies weighing on equity price performance.
Comparison of Returns in Fiscal 2022 |
|||||||||
KYN Net Asset Return(2) |
30.5 |
% |
|||||||
KYN Benchmark(4) |
22.3 |
% |
|||||||
Midstream(5) |
30.8 |
% |
|||||||
Renewable Infrastructure(6) |
-13.0 |
% |
|||||||
U.S. Utilities(7) |
11.8 |
% |
____________
Endnotes can be found on page 7.
3
KAYNE ANDERSON ENERGY INFRASTRUCTURE FUND, INC.
LETTER TO STOCKHOLDERS
KYN’s Market Return, which is based on stock price performance rather than Net Asset Value, was 27.2% for fiscal 2022.(8) This trailed our Net Asset Return as our stock price traded at a 15.0% discount to NAV at fiscal year-end compared to a 12.8% discount at the beginning of the year.
We are disappointed in KYN’s current discount to NAV, and we continue to assess options to narrow this discount. Narrowing this discount can — in the short term — be an elusive goal. We will not hesitate to consider actions that we expect to have a sustained impact, but we do not anticipate utilizing strategies that are unlikely to result in a lasting solution. While we will carefully consider all actions suggested by our stockholders, our decisions will be guided by what we believe is in the best interests of all of our investors. To that end, one of our most important long-term goals is to provide investors with an attractive distribution because we continue to believe that consistent performance, along with a substantial return of cash to shareholders through quarterly distributions, will be rewarded over time in the form of a narrowing discount.
KYN’s current quarterly distribution rate is 20¢ per share, a level that we believe is sustainable based on our current outlook. Our goal is to steadily increase KYN’s distribution over time, as supported by the Company’s operating results.
In determining KYN’s distribution, the Company’s board of directors considers both the income we receive from our investments as well as capital appreciation in the portfolio. We take a long-term view when making this determination and are not overly influenced by fluctuations in quarterly operating results. We expect that the returns generated by our portfolio companies over the next few years will accrue to the Company in a balanced combination of income and capital appreciation.
Portfolio Positioning and Outlook
In many ways, fiscal 2022 ushered in a “long forgotten” era for financial markets. Inflation rose to levels not seen since the early 1980s and remains stubbornly high. The Federal Reserve has engaged in a very aggressive tightening cycle, and short-term interest rates rose to levels not seen in decades. As investors digested the potential for a global recession, SPACs and NFTs ceded market share to “old economy” stocks like Exxon Mobil and Berkshire Hathaway. Unsettled capital markets and heightened geopolitical risk drove a flight to investments with defensive attributes, and KYN’s portfolio investments have benefited from this trend.
KYN’s portfolio consists of a diversified mix of North American-focused energy infrastructure investments. Throughout 2020 and 2021, we meaningfully increased the Company’s holdings of U.S. utilities and renewable infrastructure companies to capitalize on the accelerating transition to lower carbon fuels. We paused that shift during fiscal 2022 because we believed midstream companies offered a better near-term value proposition. While utilities and renewable infrastructure companies will play an essential role in KYN’s portfolio over the coming years, we will continue to tactically position the portfolio in the short term for the most attractive risk-adjusted returns. The pie chart below summarizes KYN’s allocations to the three energy infrastructure subsectors at the end of fiscal 2022. The Company’s Benchmark for fiscal 2023 has similar subsector allocations as were used in fiscal 2022.(9) Importantly, this benchmark should be seen as a directional target for subsector allocations over the intermediate term — we do not believe rigid portfolio allocation guidelines are in stockholders’ best interests.
____________
Endnotes can be found on page 7.
4
KAYNE ANDERSON ENERGY INFRASTRUCTURE FUND, INC.
LETTER TO STOCKHOLDERS
As we contemplate the outlook for the next few years, we believe the energy infrastructure sector is positioned for success — business fundamentals for the companies in our portfolio are excellent, corporate governance is greatly improved, and balance sheets are as healthy as any time in the past decade. Furthermore, the defensive attributes of these businesses compare favorably in the current economic environment. Importantly, fundamentals in the broader energy markets remain constructive. Global energy demand is poised to exceed pre-COVID levels and is set to grow consistently over the next decade. North American energy companies remain steadfastly committed to generating free cash flow, returning capital to shareholders, and growing production at a responsible pace. Collective adherence to this “new” business model bodes well for the stability of the North American energy infrastructure sector over the next decade.
Additionally, we are witnessing a permanent, seismic shift in the nature of global energy supply and demand: an understanding that not all molecules and electrons are created equal. The megatrends of decarbonization and energy security have collided to create a durable, global “bid” on low carbon, responsibly produced, secure sources of energy; in our opinion, this bodes very well for KYN’s portfolio investments. We expect North American energy infrastructure to remain the enabling network of choice for heating homes and powering economies all over the world in 2023 and beyond.
Higher interest rates are naturally a headwind for companies with deep project backlogs (including certain companies in KYN’s portfolio), but this is a manageable situation in our view. At the Company level, KYN’s balance sheet is well-positioned for the current interest rate environment. Our decision to primarily utilize fixed-rate leverage (as opposed to floating-rate leverage) should benefit the Company over the next few years, and interest expense during fiscal 2023 will not be nearly as high as it would have otherwise been. We have always believed this was the prudent way to operate the business. Further, KYN’s leverage levels are conservative, and we have ample downside cushion to dampen the impact of any potential market dislocations.(11)
____________
Endnotes can be found on page 7.
5
KAYNE ANDERSON ENERGY INFRASTRUCTURE FUND, INC.
LETTER TO STOCKHOLDERS
Over a longer horizon, domestic legislation like the Inflation Reduction Act and the European Commission’s REPowerEU plan — replete with tax credit extensions, regional incentives, and other policy support mechanisms — create an extremely attractive commercial backdrop for new renewable infrastructure and other energy transition related investments. Commercial traction in emerging energy subsectors continues to accelerate, and we believe energy infrastructure companies are just beginning to capitalize on the global decarbonization megatrend.
The energy infrastructure industry today — in its themes, corporate structure, and even its jargon — is fundamentally different than a decade ago. Our diverse team of industry experts embraces this evolution and is well-positioned to capitalize on opportunities emerging from this new landscape. We do this with decades of experience and a deep appreciation for, and understanding of, business cycles and the dangers of chasing investment fads.
We appreciate the trust you have placed in us, and we take this responsibility very seriously. We are very optimistic about the Company’s prospects moving forward and look forward to executing on our investment objective of achieving high after-tax total returns. Please do not hesitate to contact us with any questions or comments.
Sincerely,
James C. Baker, Jr.
Chairman of the Board
President and Chief Executive Officer
____________
Endnotes can be found on page 7.
6
KAYNE ANDERSON ENERGY INFRASTRUCTURE FUND, INC.
LETTER TO STOCKHOLDERS
____________
(1) Whenever we reference “midstream companies”, the “midstream sector” or the “midstream industry” it includes both traditional midstream companies and natural gas & LNG infrastructure companies. Traditional midstream companies are defined as midstream companies that own and/or operate midstream assets related to crude oil, refined products, natural gas liquids or water. Natural gas & LNG infrastructure companies are defined as midstream companies that primarily own and/or operate midstream assets related to natural gas or liquefied natural gas. “Overweight” relative to KYN’s Benchmark detailed in footnote 4.
(2) Net Asset Return is defined as the change in net asset value per share plus cash distributions paid during the period (assuming reinvestment through our dividend reinvestment plan).
(3) Based on the difference between the Company’s Net Asset Return and the total return of KYN’s Benchmark.
(4) KYN’s Benchmark is a composite of energy infrastructure companies. For fiscal 2022, this composite is comprised of a 75% weighting to the midstream sector, a 15% weighting to the renewable infrastructure sector, and a 10% weighting to the U.S. utility sector. The subsector allocations for this composite were established by Kayne Anderson at the beginning of fiscal 2022 based on the estimated target subsector allocations of the Company’s assets over the intermediate term. KYN’s portfolio holdings and/or subsector allocations may change at any time. Returns for each period are total returns (assuming reinvestment of dividends).
(5) The benchmark for the midstream sector is the Alerian Midstream Energy Index (AMNA).
(6) The benchmark for the renewable infrastructure sector is a composite total return of 41 domestic and international renewable infrastructure and utility companies (calculated on a market-cap weighted basis with individual constituents capped at a 10% weighting).
(7) The benchmark for the U.S. utility sector is the Utilities Select Sector SPDR Fund (XLU), which is an exchange-traded fund (“ETF”) linked to the Utilities Select Sector Index (IXU), a subset of the S&P 500.
(8) Market Return is defined as the change in share price plus cash distributions paid during the period (assuming reinvestment through our dividend reinvestment program).
(9) For fiscal 2023, KYN’s Benchmark is a composite that is comprised of a 75% weighting to the midstream sector, a 12.5% weighting to the renewable infrastructure sector, and a 12.5% weighting to the U.S. utility sector. The subsector allocations for this composite were established by Kayne Anderson based on the estimated target subsector allocations of the Company’s assets over the intermediate term. KYN’s portfolio holdings and/or sector allocations may change at any time.
(10) “Midstream companies” include traditional midstream and natural gas / LNG companies.
(11) Downside cushion reflects the decrease in total asset value that could be sustained while maintaining compliance with 1940 Act leverage levels and KYN’s financial covenants.
7
Portfolio of Long-Term Investments by Category
Top 10 Holdings by Issuer(1)
Percent of Long-Term |
||||||||
Holding |
Category |
2022 |
2021 |
|||||
1. |
Energy Transfer LP |
Midstream Energy Company |
10.6% |
7.8% |
||||
2. |
MPLX LP(2) |
Midstream Energy Company |
10.2 |
12.9 |
||||
3. |
Enterprise Products Partners L.P.(2) |
Midstream Energy Company |
10.0 |
10.5 |
||||
4. |
Targa Resources Corp. |
Midstream Energy Company |
8.0 |
7.4 |
||||
5. |
The Williams Companies, Inc. |
Midstream Energy Company |
7.3 |
6.4 |
||||
6. |
Plains All American Pipeline, L.P.(3) |
Midstream Energy Company |
7.0 |
5.2 |
||||
7. |
Cheniere Energy, Inc. |
Midstream Energy Company |
6.7 |
3.2 |
||||
8. |
Western Midstream Partners, LP |
Midstream Energy Company |
5.0 |
4.5 |
||||
9. |
DT Midstream, Inc. |
Midstream Energy Company |
2.8 |
2.1 |
||||
10. |
ONEOK, Inc. |
Midstream Energy Company |
2.7 |
4.0 |
(1) Includes ownership of equity and debt investments.
(2) Includes ownership of common and preferred units.
(3) Includes ownership of Plains All American Pipeline, L.P. (“PAA”) and Plains AAP, L.P. (“PAGP-AAP”).
8
Company Overview
Kayne Anderson Energy Infrastructure Fund, Inc. (the “Company” or “KYN”) is a non-diversified, closed-end fund that commenced operations in September 2004. Our investment objective is to provide a high after-tax total return with an emphasis on making cash distributions to stockholders. We intend to achieve our investment objective by investing at least 80% of our total assets in the securities of Energy Infrastructure Companies. Please refer to the Glossary of Key Terms for the meaning of capitalized terms not otherwise defined herein.
As of November 30, 2022, we had total assets of $2.0 billion, net assets applicable to our common stockholders of $1.4 billion (net asset value of $10.64 per share), and 136.1 million shares of common stock outstanding.
Results of Operations — For the Three Months Ended November 30, 2022
Investment Income. Investment income totaled $15.0 million for the quarter. We received $27.9 million of dividends and distributions, of which $11.7 million was treated as return of capital and $1.4 million was treated as distributions in excess of cost basis. Interest income was $0.2 million.
Operating Expenses. Operating expenses totaled $12.5 million, including $6.9 million of investment management fees, $3.8 million of interest expense, $1.1 million of preferred stock distributions and $0.7 million of other operating expenses.
Net Investment Income. Our net investment income totaled $2.6 million and included a current tax expense of less than $0.1 million and a deferred tax benefit of $0.1 million.
Net Realized Gains. We had net realized gains from our investments of $10.2 million, consisting of realized gains from long term investments of $10.6 million, $0.4 million of net realized gains from option activity, a current income tax expense of $2.4 million and a deferred tax benefit of $1.6 million.
Net Change in Unrealized Gains. We had a net increase in our unrealized gains of $16.0 million. The net change consisted of a $14.9 million increase in unrealized gains on investments, $0.2 million of unrealized losses from option activity and a deferred tax benefit of $1.3 million.
Net Increase in Net Assets Resulting from Operations. As a result of the above, we had a net increase in net assets resulting from operations of $28.8 million.
Results of Operations — For the Fiscal Year Ended November 30, 2022
Investment Income. Investment income totaled $57.0 million for the fiscal year. We received $109.8 million of dividends and distributions, of which $48.7 million was treated as return of capital and $4.5 million was treated as distributions in excess of cost basis. Return of capital and distributions in excess of cost basis decreased by $9.1 million and $0.2 million, respectively, during the year due to 2021 tax reporting information that we received in fiscal 2022. Interest income was $0.4 million.
Operating Expenses. Operating expenses totaled $46.1 million, including $26.7 million of net investment management fees, $12.7 million of interest expense, $3.9 million of preferred stock distributions and $2.8 million of other operating expenses.
Net Investment Income. Our net investment income totaled $9.7 million and included a current tax expense of $1.0 million and a deferred tax expense of $0.2 million.
9
KAYNE ANDERSON ENERGY INFRASTRUCTURE FUND, INC.
MANAGEMENT DISCUSSION
(UNAUDITED)
Net Realized Gains. We had net realized gains from our investments of $83.1 million, consisting of realized gains from long term investments of $103.9 million, $0.6 million of realized gains from option activity, $0.1 million of realized losses on foreign currency transactions, a current tax expense of $17.2 million and a deferred tax expense of $4.1 million.
Net Change in Unrealized Gains. We had a net increase in unrealized gains of $230.5 million. The net change consisted of a $289.7 million increase in our unrealized gains on investments and a deferred tax expense of $59.2 million.
Net Increase in Net Assets Resulting from Operations. As a result of the above, we had a net increase in net assets resulting from operations of $323.3 million.
Management Discussion of Fund Performance
See Letter to Stockholders for a more fulsome discussion of the Company’s performance during the fiscal year ended November 30, 2022.
The below graph illustrates the hypothetical growth of $10,000 based upon the total return performance of the Company’s common share price (“KYN Market Price”) and net asset value per share price (“KYN NAV”) for the 10-year period ended November 30, 2022 as compared to the total return of the Alerian MLP Index (“AMZ”).
____________
(1) KYN Market Price and NAV return assume that distributions have been reinvested at actual prices pursuant to the Company’s dividend reinvestment plan. Return reflects the deduction of management fees and expenses but does not reflect transaction fees or broker commissions.
10
KAYNE ANDERSON ENERGY INFRASTRUCTURE FUND, INC.
MANAGEMENT DISCUSSION
(UNAUDITED)
The table and graph do not reflect any deduction for taxes that a shareholder may pay on distributions or the disposition of Company shares. Index performance is shown for illustrative purposes only and does not reflect any fees, expenses or sales charges. It is not possible to invest directly in an index.
Performance data quoted represents past performance and is no guarantee of future results. Current performance may be lower or higher than that shown based on market fluctuations from the end of the reported period.
The AMZ is an index of energy infrastructure Master Limited Partnerships (MLPs). The AMZ is a capped, float-adjusted, capitalization-weighted index, whose constituents earn the majority of their cash flow from midstream activities involving energy commodities.
Distributions to Common Stockholders
On December 14, 2022, KYN declared a quarterly distribution of $0.20 per common share for the fourth quarter, which was paid on January 11, 2023. Payment of future distributions is subject to Board of Directors approval, as well as meeting the covenants on our debt agreements and terms of our preferred stock.
The Board of Directors considers several items in setting our distributions to common stockholders including net distributable income (as defined below), realized and unrealized gains and expected returns for portfolio investments. For instance, we expect earnings growth and/or excess free cash flows generated by our holdings will enhance shareholder value and, in turn, result in appreciation in our portfolio investments. Taking this into consideration when setting our distribution gives us an effective way to pass along these benefits to our stockholders.
Net Distributable Income (“NDI”) is the amount of income received by us from our portfolio investments less operating expenses, subject to certain adjustments as described below. NDI is not a financial measure under the accounting principles generally accepted in the United States of America (“GAAP”). Refer to the Reconciliation of NDI to GAAP section below for a reconciliation of this measure to our results reported under GAAP.
For the purposes of calculating NDI, income from portfolio investments includes (a) cash dividends and distributions, (b) paid-in-kind dividends received (i.e., stock dividends), (c) interest income from debt securities and (d) net premiums received from the sale of covered calls.
For the purposes of calculating NDI, operating expenses include (a) investment management fees paid to our investment adviser, (b) other expenses (mostly comprised of fees paid to other service providers), (c) interest expense and preferred stock distributions and (d) current and deferred income tax expense/benefit on net investment income/loss.
11
KAYNE ANDERSON ENERGY INFRASTRUCTURE FUND, INC.
MANAGEMENT DISCUSSION
(UNAUDITED)
Net Distributable Income (NDI)
(amounts in millions, except for per share amounts)
Three Months |
Fiscal Year |
|||||||
Distributions and Other Income from Investments |
|
|
|
|
||||
Dividends and Distributions |
$ |
27.9 |
|
$ |
109.8 |
|
||
Interest Income and Other Income |
|
0.1 |
|
|
0.4 |
|
||
Net Premiums Received from Call Options Written |
|
0.1 |
|
|
0.6 |
|
||
Total Distributions and Other Income from Investments |
$ |
28.1 |
|
$ |
110.8 |
|
||
Expenses |
|
|
|
|
||||
Net Investment Management Fee |
|
(6.9 |
) |
|
(26.7 |
) |
||
Other Expenses |
|
(0.7 |
) |
|
(2.7 |
) |
||
Interest Expense |
|
(3.8 |
) |
|
(12.7 |
) |
||
Preferred Stock Distributions |
|
(1.1 |
) |
|
(3.9 |
) |
||
Income Tax Benefit (Expense), net |
|
0.1 |
|
|
(1.2 |
) |
||
Net Distributable Income (NDI) |
$ |
15.7 |
|
$ |
63.6 |
|
||
Weighted Shares Outstanding |
|
136.1 |
|
|
133.7 |
|
||
NDI per Weighted Share Outstanding |
$ |
0.116 |
|
$ |
0.476 |
|
Reconciliation of NDI to GAAP
The difference between distributions and other income from investments in the NDI calculation and total investment income as reported in our Statement of Operations is reconciled as follows:
• A significant portion of the cash distributions received from our investments is characterized as return of capital. For GAAP purposes, return of capital distributions are excluded from investment income, whereas the NDI calculation includes the return of capital portion of such distributions.
• GAAP recognizes distributions received from our investments that exceed the cost basis of our securities to be realized gains and are therefore excluded from investment income, whereas the NDI calculation includes these distributions.
• We may sell covered call option contracts to generate income or to reduce our ownership of certain securities that we hold. In some cases, we are able to repurchase these call option contracts at a price less than the call premium that we received, thereby generating a profit. The premium we receive from selling call options, less (i) the premium that we pay to repurchase such call option contracts and (ii) the amount by which the market price of an underlying security is above the strike price at the time a new call option is written (if any), is included in NDI. For GAAP purposes, premiums received from call option contracts sold are not included in investment income. See Note 2 — Significant Accounting Policies for the GAAP treatment of option contracts.
Liquidity and Capital Resources
At November 30, 2022, we had total leverage outstanding of $423 million, which represented 21% of total assets. Total leverage was comprised of $261 million of senior unsecured notes (“Notes”), $50 million outstanding under our unsecured term loan (the “Term Loan”) and $112 million of mandatory redeemable preferred stock (“MRP Shares”). At such date we had $2 million of cash and cash equivalents.
12
KAYNE ANDERSON ENERGY INFRASTRUCTURE FUND, INC.
MANAGEMENT DISCUSSION
(UNAUDITED)
As of January 20, 2023, we had $29 million of borrowings outstanding under our unsecured revolving credit facility (the “Credit Facility”), $50 million outstanding under our Term Loan and $2 million of cash.
Our Credit Facility has a total commitment of $200 million and matures on February 24, 2023. The interest rate on borrowings under the Credit Facility may vary between the secured overnight financing rate (“SOFR”) plus 1.40% and SOFR plus 2.25%, depending on our asset coverage ratios. We pay a fee of 0.20% per annum on any unused amounts of the Credit Facility. As of November 30, 2022, we did not have any borrowings under the Credit Facility.
Our $50 million Term Loan has a three-year term, maturing August 6, 2024. The interest rate on $25 million of the Term Loan is fixed at a rate of 1.735% and the interest rate on the remaining $25 million is LIBOR plus 1.30%. Amounts repaid under the Term Loan cannot be reborrowed.
As of November 30, 2022, we had $261 million of Notes outstanding that mature between 2023 and 2034 and we had $112 million of MRP Shares outstanding that are subject to mandatory redemption between 2027 and 2032. We expect to have sufficient borrowing capacity on our Credit Facility to refinance the $32 million of Notes that mature in fiscal 2023.
At November 30, 2022, our asset coverage ratios under the Investment Company Act of 1940, as amended (“1940 Act”), were 602% for debt and 443% for total leverage (debt plus preferred stock). We target asset coverage ratios that give us the ability to withstand declines in the market value of the securities we hold before breaching the financial covenants in our leverage. At this time, we target asset coverage ratios that provide at least 40% of cushion relative to our financial covenants (i.e., market values could decline by approximately this amount before our asset coverage ratios would be equal to our financial covenants). Our leverage targets are dependent on market conditions as well as certain other factors and may vary from time to time.
As of November 30, 2022, our total leverage consisted 82% of fixed rate obligations and 18% of floating rate obligations. At such date, the weighted average interest/dividend rate on our total leverage was 4.01%.
13
KAYNE ANDERSON ENERGY INFRASTRUCTURE FUND, INC.
SCHEDULE OF INVESTMENTS
November 30, 2022
(amounts in 000’s, except number of option contracts)
Description |
No. of |
Value |
|||
Long-Term Investments — 137.5% |
|
||||
Equity Investments(1) — 136.9% |
|
||||
Midstream Energy Company(2) — 114.6% |
|
||||
Aris Water Solutions, Inc. |
478 |
$ |
7,567 |
||
Cheniere Energy, Inc. |
756 |
|
132,642 |
||
Cheniere Energy Partners, L.P. |
300 |
|
18,647 |
||
DCP Midstream, LP |
161 |
|
6,334 |
||
DT Midstream, Inc. |
919 |
|
55,425 |
||
Enbridge Inc.(3) |
862 |
|
35,608 |
||
Energy Transfer LP |
16,788 |
|
210,517 |
||
Enterprise Products Partners L.P. |
7,087 |
|
175,817 |
||
Enterprise Products Partners L.P. — Convertible Preferred |
23 |
|
22,387 |
||
Kinder Morgan, Inc. |
1,480 |
|
28,288 |
||
Kinetik Holdings Inc. |
546 |
|
18,567 |
||
Magellan Midstream Partners, L.P. |
896 |
|
47,199 |
||
MPLX LP |
3,714 |
|
126,248 |
||
MPLX LP — Convertible Preferred Units(4)(5)(7) |
2,255 |
|
76,661 |
||
ONEOK, Inc. |
807 |
|
53,976 |
||
Pembina Pipeline Corporation(3) |
789 |
|
28,764 |
||
Plains All American Pipeline, L.P. |
9,518 |
|
118,217 |
||
Plains GP Holdings, L.P. — Plains AAP, L.P.(5)(8) |
1,622 |
|
21,463 |
||
Streamline Innovations Holdings, Inc. — Series C Preferred Shares(4)(5)(9)(10)(11) |
4,125 |
|
19,594 |
||
Targa Resources Corp.(12) |
2,132 |
|
158,608 |
||
TC Energy Corporation(3) |
1,177 |
|
52,362 |
||
The Williams Companies, Inc. |
4,145 |
|
143,843 |
||
Western Midstream Partners, LP |
3,570 |
|
99,892 |
||
|
1,658,626 |
||||
Utility Company(2) — 12.2% |
|
||||
American Electric Power Company, Inc. |
79 |
|
7,599 |
||
Dominion Energy, Inc. |
486 |
|
29,718 |
||
Duke Energy Corporation |
206 |
|
20,566 |
||
Evergy, Inc. |
121 |
|
7,176 |
||
Eversource Energy |
132 |
|
10,904 |
||
NextEra Energy, Inc. |
262 |
|
22,225 |
||
Sempra Energy |
259 |
|
42,977 |
||
TransAlta Corporation(3) |
1,016 |
|
9,416 |
||
Xcel Energy Inc. |
374 |
|
26,241 |
||
|
176,822 |
See accompanying notes to financial statements.
14
KAYNE ANDERSON ENERGY INFRASTRUCTURE FUND, INC.
SCHEDULE OF INVESTMENTS
November 30, 2022
(amounts in 000’s, except number of option contracts)
Description |
No. of |
Value |
|||
Renewable Infrastructure Company(2) — 8.9% |
|
||||
Atlantica Sustainable Infrastructure plc(3) |
979 |
$ |
27,301 |
||
Brookfield Renewable Partners L.P.(3) |
625 |
|
17,689 |
||
Clearway Energy, Inc. — Class A |
111 |
|
3,665 |
||
Clearway Energy, Inc. — Class C |
403 |
|
14,265 |
||
Enviva Inc. |
248 |
|
14,063 |
||
Innergex Renewable Energy Inc.(3) |
735 |
|
9,126 |
||
NextEra Energy Partners, LP |
401 |
|
32,269 |
||
Northland Power Inc.(3) |
377 |
|
10,581 |
||
|
128,959 |
||||
Energy Company(2) —1.2% |
|
||||
Phillips 66 |
167 |
|
18,068 |
||
Total Equity Investments (Cost — $1,806,580) |
|
1,982,475 |
Interest |
Maturity |
Principal |
||||||||
Debt Investments — 0.6% |
|
|
||||||||
Midstream Energy Company(2) — 0.6% |
|
|
||||||||
Energy Transfer LP |
5.30 |
% |
4/15/47 |
$ |
750 |
633 |
||||
EQM Midstream Partners, LP |
7.50 |
|
6/1/30 |
|
667 |
661 |
||||
EQM Midstream Partners, LP |
6.50 |
|
7/15/48 |
|
6,000 |
4,652 |
||||
Kinder Morgan, Inc. |
5.55 |
|
6/1/45 |
|
750 |
696 |
||||
Plains All American Pipeline, L.P. |
4.90 |
|
2/15/45 |
|
750 |
588 |
||||
The Williams Companies, Inc. |
5.10 |
|
9/15/45 |
|
750 |
666 |
||||
Total Debt Investments (Cost — $9,253) |
7,896 |
|||||||||
Total Long-Term Investments (Cost — $1,815,833) |
1,990,371 |
No. of |
||||
Short-Term Investment — Money Market Fund — 0.1% |
||||
JPMorgan 100% U.S. Treasury Securities Money Market Fund — |
||||
Total Investments — 137.6% (Cost — $1,817,610) |
1,777 |
1,777 |
||
1,992,148 |
Liabilities |
Strike |
Expiration |
No. of |
Notional |
|||||||||
Call Option Contracts Written(11) |
|
|
|
||||||||||
Midstream Energy Company(2) |
|
|
|
||||||||||
Targa Resources Corp. |
$ |
85.00 |
1/20/23 |
6 |
$ |
45 |
— |
|
|||||
Targa Resources Corp. |
|
82.50 |
1/20/23 |
375 |
|
2,790 |
(45 |
) |
|||||
Total Call Option Contracts Written (Premiums Received — $44) |
(45 |
) |
See accompanying notes to financial statements.
15
KAYNE ANDERSON ENERGY INFRASTRUCTURE FUND, INC.
SCHEDULE OF INVESTMENTS
November 30, 2022
(amounts in 000’s, except number of option contracts)
Description |
Value |
|||||
Debt |
$ |
(310,789 |
) |
|||
Mandatory Redeemable Preferred Stock at Liquidation Value |
|
(111,603 |
) |
|||
Current Income Tax Receivable, net |
|
7,790 |
|
|||
Deferred Income Tax Liability, net |
|
(123,746 |
) |
|||
Other Liabilities in Excess of Other Assets |
|
(5,733 |
) |
|||
Net Assets Applicable to Common Stockholders |
$ |
1,448,022 |
|
____________
(1) Unless otherwise noted, equity investments are common units/common shares.
(2) Refer to Glossary of Key Terms for definitions of Energy Company, Midstream Energy Company, Renewable Infrastructure Company and Utility Company.
(3) Foreign security.
(4) Fair valued on a recurring basis using significant unobservable inputs (Level 3). See Notes 2 and 3 in Notes to Financial Statements.
(5) The Company’s ability to sell this security is subject to certain legal or contractual restrictions. As of November 30, 2022, the aggregate value of restricted securities held by the Company was $140,105 (7.0% of total assets), which included $21,463 of Level 2 securities and $118,642 of Level 3 securities. See Note 7 — Restricted Securities.
(6) Enterprise Products Partners L.P. (“EPD”) Series A Cumulative Convertible Preferred Units (“EPD Convertible Preferred Units”) are senior to the common units in terms of liquidation preference and priority of distributions, and pay a distribution of 7.25% per annum. The EPD Convertible Preferred Units are convertible into EPD common units at any time after September 29, 2025 at the liquidation preference amount divided by 92.5% of the 5-day volume weighted average price of EPD’s common units at such time.
(7) MPLX LP (“MPLX”) Series A Convertible Preferred Units (“MPLX Convertible Preferred Units”) are convertible on a one-for-one basis into common units of MPLX and are senior to the common units in terms of liquidation preference and priority of distributions. For the quarter ended November 30, 2022, the Company received a distribution of $0.775 per MPLX Convertible Preferred Unit.
(8) The Company’s ownership of Plains AAP, L.P. (“PAGP-AAP”) is exchangeable on a one-for-one basis into either Plains GP Holdings, L.P. (“PAGP”) shares or Plains All American Pipeline, L.P. (“PAA”) units at the Company’s option. The Company values its PAGP-AAP investment on an “as exchanged” basis based on the higher public market value of either PAGP or PAA. As of November 30, 2022, the Company’s PAGP-AAP investment is valued at PAGP’s closing price. See Note 7 — Restricted Securities.
(9) The Company believes that it is an affiliate of Streamline Innovations Holdings, Inc. (“Streamline”). See Note 5 — Agreements and Affiliations.
(10) Streamline is a privately-held company. Streamline Series C Preferred Shares are convertible into common equity at any time at the Company’s option and are senior to common equity and Series A and Series B preferred shares in terms of liquidation preference and priority of distributions. Streamline Series C Preferred Shares are entitled to receive a quarterly dividend beginning March 31, 2025, at an annual rate of 12.0%, which rate shall increase 2.0% each year thereafter to a maximum rate of 18.0%. Streamline Series C Preferred Shares are redeemable by Streamline at any time after March 31, 2025, at a price sufficient for the Company to achieve a 20.0% internal rate of return on its investment.
(11) Security is non-income producing.
(12) Security or a portion thereof is segregated as collateral on option contracts written.
See accompanying notes to financial statements.
16
KAYNE ANDERSON ENERGY INFRASTRUCTURE FUND, INC.
SCHEDULE OF INVESTMENTS
November 30, 2022
(amounts in 000’s, except number of option contracts)
(13) The rate indicated is the yield as of November 30, 2022.
(14) The notional amount of call option contracts written is the product of (a) the number of contracts written, (b) 100 (each contract entitles the option holder to 100 units/shares) and (c) the market price of the underlying security as of November 30, 2022.
At November 30, 2022, the Company’s geographic allocation was as follows:
Geographic Location |
% of Long-Term |
|
United States |
90.4% |
|
Canada |
8.2% |
|
Europe/U.K. |
1.4% |
See accompanying notes to financial statements.
17
KAYNE ANDERSON ENERGY INFRASTRUCTURE FUND, INC.
STATEMENT OF ASSETS AND LIABILITIES
NOVEMBER 30, 2022
(amounts in 000’s, except share and per share amounts)
ASSETS |
|
| ||
Investments at fair value: |
|
| ||
Non-affiliated (Cost — $1,795,188) | $ | 1,970,777 |
| |
Affiliated (Cost — $20,645) |
| 19,594 |
| |
Short-term investments (Cost — $1,777) |
| 1,777 |
| |
Cash |
| 505 |
| |
Deposits with brokers |
| 251 |
| |
Receivable for securities sold |
| 1,149 |
| |
Dividends, distributions and interest receivable (Cost — $2,273) |
| 2,263 |
| |
Current income tax receivable, net |
| 7,790 |
| |
Deferred credit facility offering costs and other assets |
| 551 |
| |
Total Assets |
| 2,004,657 |
| |
|
| |||
LIABILITIES |
|
| ||
Payable for securities purchased |
| 15 |
| |
Investment management fee payable |
| 6,926 |
| |
Accrued directors’ fees |
| 199 |
| |
Accrued expenses and other liabilities |
| 6,141 |
| |
Call option contracts written (Premiums received — $44) |
| 45 |
| |
Deferred income tax liability, net |
| 123,746 |
| |
Term loan |
| 50,000 |
| |
Unamortized term loan issuance costs |
| (93 | ) | |
Notes |
| 260,789 |
| |
Unamortized notes issuance costs |
| (1,350 | ) | |
Mandatory redeemable preferred stock, $25.00 liquidation value per share (4,464,117 shares issued and outstanding) |
| 111,603 |
| |
Unamortized mandatory redeemable preferred stock issuance costs |
| (1,386 | ) | |
Total Liabilities |
| 556,635 |
| |
NET ASSETS APPLICABLE TO COMMON STOCKHOLDERS | $ | 1,448,022 |
| |
NET ASSETS APPLICABLE TO COMMON STOCKHOLDERS CONSIST OF |
|
| ||
| $ | 136 |
| |
Paid-in capital |
| 1,903,057 |
| |
Total distributable earnings (loss) |
| (455,171 | ) | |
NET ASSETS APPLICABLE TO COMMON STOCKHOLDERS | $ | 1,448,022 |
| |
NET ASSET VALUE PER COMMON SHARE | $ | 10.64 |
|
See accompanying notes to financial statements.
18
KAYNE ANDERSON ENERGY INFRASTRUCTURE FUND, INC.
STATEMENT OF OPERATIONS
FOR THE FISCAL YEAR ENDED NOVEMBER 30, 2022
(amounts in 000’s)
INVESTMENT INCOME |
|
|
||
Income |
|
|
||
Dividends and distributions: |
|
|
||
Non-affiliated investments |
$ |
109,837 |
|
|
Money market mutual funds |
|
21 |
|
|
Total dividends and distributions (after foreign taxes withheld of $1,326) |
|
109,858 |
|
|
Return of capital |
|
(48,711 |
) |
|
Distributions in excess of cost basis |
|
(4,514 |
) |
|
Net dividends and distributions |
|
56,633 |
|
|
Interest income |
|
|
||
Non-affiliated investments |
|
366 |
|
|
Total Investment Income |
|
56,999 |
|
|
Expenses |
|
|
||
Investment management fees |
|
26,709 |
|
|
Directors’ fees |
|
709 |
|
|
Administration fees |
|
625 |
|
|
Professional fees |
|
569 |
|
|
Insurance |
|
221 |
|
|
Reports to stockholders |
|
207 |
|
|
Stock exchange listing fees |
|
122 |
|
|
Custodian fees |
|
99 |
|
|
Other expenses |
|
220 |
|
|
Total Expenses — before interest expense, preferred distributions and taxes |
|
29,481 |
|
|
Interest expense including amortization of offering costs |
|
12,695 |
|
|
Distributions on mandatory redeemable preferred stock including amortization of offering costs |
|
3,925 |
|
|
Total Expenses — before taxes |
|
46,101 |
|
|
Net Investment Income — Before Taxes |
|
10,898 |
|
|
Current income tax expense |
|
(967 |
) |
|
Deferred income tax expense |
|
(231 |
) |
|
Net Investment Income |
|
9,700 |
|
|
REALIZED AND UNREALIZED GAINS (LOSSES) |
|
|
||
Net Realized Gains (Losses) |
|
|
||
Investments — non-affiliated |
|
103.884 |
|
|
Foreign currency transactions |
|
(143 |
) |
|
Securities sold short |
|
84 |
|
|
Options |
|
597 |
|
|
Current income tax expense |
|
(17,223 |
) |
|
Deferred income tax expense |
|
(4,118 |
) |
|
Net Realized Gains |
|
83,081 |
|
|
Net Change in Unrealized Gains (Losses) |
|
|
||
Investments — non-affiliated |
|
290,841 |
|
|
Investments — affiliated |
|
(1,052 |
) |
|
Foreign currency translations |
|
(3 |
) |
|
Options |
|
(1 |
) |
|
Deferred income tax expense |
|
(59,223 |
) |
|
Net Change in Unrealized Gains |
|
230,562 |
|
|
Net Realized and Unrealized Gains |
|
313,643 |
|
|
NET INCREASE IN NET ASSETS APPLICABLE TO COMMON STOCKHOLDERS RESULTING FROM OPERATIONS |