Kayne Anderson Energy Development Company
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
FORM 10-Q
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þ
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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FOR THE QUARTERLY PERIOD ENDED
FEBRUARY 29, 2008
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OR
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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FOR THE TRANSITION PERIOD
FROM TO
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COMMISSION FILE NUMBER:
814-00725
KAYNE ANDERSON ENERGY
DEVELOPMENT COMPANY
(Exact name of registrant as
specified in its charter)
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Maryland
(State of Incorporation)
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20-4991752
(I.R.S. Employer
Identification Number)
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717 Texas Avenue, Suite 3100
Houston, Texas
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77002
(Zip Code)
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(Address of principal executive
offices)
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Registrants telephone number, including area code:
(713) 493-2020
Indicate by check mark whether the Registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of
the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the Registrant
was required to file such reports), and (2) has been
subject to such filing requirements for the past
90 days. Yes þ No o
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated
filer, or a smaller reporting company. See the definitions of
large accelerated filer, accelerated
filer and smaller reporting company in
Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated
filer o
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Accelerated
filer þ
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Non-accelerated
filer o
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Smaller reporting
company o
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(Do not check if a smaller reporting company)
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Indicate by check mark whether the registrant is a shell company
(as defined in
Rule 12b-2
of the Act) Yes
o No þ
Indicate the number of shares of outstanding of each of the
issuers classes of common stock, as of the latest
practicable date: Common stock, $0.001 par value per share,
10,050,446 shares outstanding as of April 2, 2008.
TABLE OF
CONTENTS
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Page
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PART I
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Item 1.
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Financial Statements
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Consolidated Schedule of Investments as of
February 29, 2008
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3
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Consolidated Schedule of Investments as of
November 30, 2007
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7
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Consolidated Statement of Assets and Liabilities
as of February 29, 2008 and November 30, 2007
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12
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Consolidated Statement of Operations for the
three months ended February 29, 2008 and February 28,
2007
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13
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Consolidated Statement of Changes in Net Assets
for the three months ended February 29, 2008 and for the
year ended November 30, 2007
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14
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Consolidated Statement of Cash Flows for the
three months ended February 29, 2008 and February 28,
2007
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15
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Notes to Consolidated Financial Statements
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16
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Managements Discussion and Analysis of
Financial Condition and Results of Operations
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32
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Quantitative and Qualitative Disclosures about
Market Risk
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37
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Controls and Procedures
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38
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Legal Proceedings
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39
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Risk Factors
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39
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Unregistered Sales of Equity Securities and Use
of Proceeds
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39
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Defaults Upon Senior Securities
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39
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Submission of Matters to a Vote of Security
Holders
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39
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Other Information
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39
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Exhibits
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40
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EXHIBIT 31.1 |
EXHIBIT 31.2 |
EXHIBIT 32.1 |
2
(amounts in 000s)
(UNAUDITED)
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No. of
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Description:
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Shares/Units
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Value
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Long-Term Investments 125.2%
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Equity Investments(a) 98.5%
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Publicly Traded MLP and MLP Affiliate(b) 35.1%
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Atlas Energy Resources, LLC
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131
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$
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4,353
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Atlas Pipeline Partners, L.P
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55
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2,419
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BreitBurn Energy Partners L.P
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73
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1,603
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Buckeye Partners, L.P.
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30
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1,472
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Calumet Specialty Products Partners, L.P.
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103
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3,114
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Capital Product Partners L.P.
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30
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600
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Constellation Energy Partners LLC
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65
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1,370
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Copano Energy, L.L.C.
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80
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2,928
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Crosstex Energy, L.P.
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31
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993
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DCP Midstream Partners, LP
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62
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2,259
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Duncan Energy Partners L.P.
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63
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1,336
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Eagle Rock Energy Partners, L.P.
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24
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364
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El Paso Pipeline Partners, L.P.
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20
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469
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Enbridge Energy Management, L.L.C.(c)
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51
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2,660
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Enbridge Energy Partners L.P.
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30
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1,502
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Energy Transfer Equity, L.P.
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32
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1,078
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Energy Transfer Partners, L.P.
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17
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815
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Enterprise Products Partners L.P.
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211
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6,544
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Exterran Partners, L.P.
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37
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1,198
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Global Partners LP
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119
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3,262
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Hiland Partners, LP
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31
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1,569
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Inergy, L.P.
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79
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2,313
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Kinder Morgan Management, LLC(c)
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12
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678
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K-Sea Transportation Partners L.P.
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11
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379
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Legacy Reserves LP
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25
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541
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Magellan Midstream Partners, L.P.
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63
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2,737
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MarkWest Energy Partners, L.P.
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76
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2,612
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Martin Midstream Partners L.P.
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50
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1,680
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NuStar Energy L.P.
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11
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567
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ONEOK Partners, L.P
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90
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5,589
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OSG America L.P
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46
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640
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Penn Virginia Resource Partners, L.P.
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16
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439
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Plains All American Pipeline, L.P.(d)
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103
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4,907
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Regency Energy Partners LP
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46
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1,364
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SemGroup Energy Partners, L.P.
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35
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860
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Spectra Energy Partners, LP
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35
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856
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Targa Resources Partners LP
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54
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1,316
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TC PipeLines, LP
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84
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2,853
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Teekay LNG Partners L.P
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69
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2,074
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Teekay Offshore Partners L.P.
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54
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1,375
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TEPPCO Partners, L.P.
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87
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3,285
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Williams Partners L.P.
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95
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3,526
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82,499
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See accompanying notes to consolidated financial statements.
3
KAYNE
ANDERSON ENERGY DEVELOPMENT COMPANY
CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)
AS OF FEBRUARY 29, 2008
(amounts in 000s)
(UNAUDITED)
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No. of
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Description:
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Shares/Units
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Value
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Private MLP(e)(f) 63.3%
Direct Fuels Partners, L.P.(g)
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2,500
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$
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48,300
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Direct Fuels Partners, L.P. Warrants(h)
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2,500
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4,200
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International Resource Partners LP
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1,500
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30,000
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Millennium Midstream Partners, LP
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2,375
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51,063
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Quest Midstream Partners, L.P.
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350
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6,650
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VantaCore Partners LP
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441
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8,825
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149,038
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Other Private Equity(e) 0.1%
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ProPetro Services, Inc. Warrants(f)(i)
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2,905
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84
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Trident Resources Corp. Warrants(j)
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100
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75
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159
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Total Equity Investments (Cost $214,441)
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231,696
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See accompanying notes to consolidated financial statements.
4
KAYNE
ANDERSON ENERGY DEVELOPMENT COMPANY
CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)
AS OF FEBRUARY 29, 2008
(amounts in 000s)
(UNAUDITED)
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Interest
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Maturity
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Principal
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Description:
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Rate
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Date
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Amount
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Value
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Fixed Income Investments(e) 26.7%
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Midstream 5.4%
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SemGroup, L.P
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8.75%
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11/15/15
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$
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9,000
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$
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8,370
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Targa Resources, Inc.
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8.50
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11/01/13
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4,580
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4,248
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12,618
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Upstream 1.0%
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CDX Funding, LLC
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(k)
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3/31/13
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2,550
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2,295
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2,295
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Oilfield Services 17.1%
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Dresser, Inc.
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(l)
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5/04/15
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5,000
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4,350
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ProPetro Services, Inc.(f)
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(m)
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2/15/13
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35,000
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30,081
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Seitel, Inc.
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9.75
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2/15/14
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2,000
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1,660
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Stallion Oilfield Services Ltd.
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(n)
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7/18/12
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5,000
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4,225
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40,316
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Aggregates and Mining 3.2%
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VantaCore Partners LP(f)
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(o)
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5/21/14
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7,500
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7,500
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7,500
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Total Fixed Income Investments (Cost $67,494)
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62,729
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Total Long-Term Investments (Cost $281,935)
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294,425
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Short-Term Investments 3.4%
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Repurchase Agreements 3.4%
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Bear, Stearns & Co. Inc. (Agreements dated 2/29/08 to
be repurchased at $8,087), collateralized by $8,329 in U.S.
Treasury Bonds (Cost $8,057)
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1.85
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3/01/08
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8,057
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Total Investments 128.6% (Cost $289,992)
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302,482
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Senior Secured Revolving Credit Facility Borrowings
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(67,500
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)
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Other Assets in Excess of Other Liabilities
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302
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Net Assets
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$
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235,284
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(a) |
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Unless otherwise noted, equity investments are common
units/common shares. |
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(b) |
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Security is not treated as an eligible portfolio security for
purposes of business development company (BDC)
qualification. |
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(c) |
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Distributions are paid in-kind. |
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(d) |
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The Company believes that it may be an affiliate of Plains All
American, L.P. (see Note 5). |
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(e) |
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Unless otherwise noted, security is treated as an eligible
portfolio security for purposes of BDC qualification. |
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(f) |
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Fair valued and restricted security (see Notes 2, 3
and 7). |
See accompanying notes to consolidated financial statements.
5
KAYNE
ANDERSON ENERGY DEVELOPMENT COMPANY
CONSOLIDATED SCHEDULE OF INVESTMENTS (CONCLUDED)
AS OF FEBRUARY 29, 2008
(amounts in 000s)
(UNAUDITED)
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(g) |
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The Class B common units are redeemable at the option of
Direct Fuels Partners, L.P. at the price of $20.00 per unit. |
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(h) |
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Warrants are non-income producing, expire on June 8, 2017
and provide the Company the right to purchase 2,500 Class A
common units at a price of $20.00 per unit. |
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(i) |
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Warrants relate to the Companys floating rate senior
secured second lien term loan facility with ProPetro Services,
Inc. These warrants are non-income producing and expire on
February 15, 2017. |
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(j) |
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Warrants are non-income producing and expire on
November 30, 2013. |
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(k) |
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Floating rate senior secured second lien term loan facility.
Security pays interest at a rate of LIBOR + 625 basis
points (11.39% as of February 29, 2008). |
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(l) |
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Floating rate senior secured second lien term loan facility.
Security pays interest at a rate of LIBOR + 575 basis
points (8.82% as of February 29, 2008). |
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(m) |
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Floating rate senior secured second lien term loan facility.
Security pays interest at a rate of LIBOR + 900 basis
points (13.73% as of February 29, 2008). |
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(n) |
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Floating rate senior secured second lien term loan facility.
Security pays interest at a rate of LIBOR + 450 basis
points (7.61% as of February 29, 2008). |
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(o) |
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Floating rate senior secured second lien term loan facility.
Security pays interest at a rate of LIBOR + 550 basis
points (10.23% as of February 29, 2008). |
See accompanying notes to consolidated financial statements.
6
(amounts in 000s)
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No. of
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|
|
|
Description:
|
|
Shares/Units
|
|
|
Value
|
|
|
Long-Term Investments(a) 133.3%
|
|
|
|
|
|
|
|
|
Equity Investments(b) 96.1%
|
|
|
|
|
|
|
|
|
Publicly Traded MLP and MLP Affiliate(c)(d)
37.8%
|
|
|
|
|
|
|
|
|
Atlas Energy Resources, LLC Unregistered(e)
|
|
|
131
|
|
|
$
|
3,905
|
|
Atlas Pipeline Partners, L.P.
|
|
|
46
|
|
|
|
2,083
|
|
BreitBurn Energy Partners L.P. Unregistered(e)
|
|
|
73
|
|
|
|
2,102
|
|
Buckeye Partners, L.P.
|
|
|
41
|
|
|
|
1,960
|
|
Calumet Specialty Products Partners, L.P.
|
|
|
104
|
|
|
|
3,842
|
|
Capital Product Partners L.P.(f)
|
|
|
24
|
|
|
|
593
|
|
Constellation Energy Partners LLC Unregistered(e)
|
|
|
65
|
|
|
|
2,184
|
|
Copano Energy, L.L.C.
|
|
|
8
|
|
|
|
320
|
|
Copano Energy, L.L.C. Unregistered(e)
|
|
|
72
|
|
|
|
2,590
|
|
Crosstex Energy, L.P.
|
|
|
24
|
|
|
|
815
|
|
DCP Midstream Partners, LP
|
|
|
62
|
|
|
|
2,509
|
|
Duncan Energy Partners L.P.
|
|
|
53
|
|
|
|
1,214
|
|
Eagle Rock Energy Partners, L.P.
|
|
|
24
|
|
|
|
512
|
|
El Paso Pipeline Partners, L.P(g)
|
|
|
9
|
|
|
|
218
|
|
Enbridge Energy Management, L.L.C.(f)(h)
|
|
|
66
|
|
|
|
3,404
|
|
Enbridge Energy Partners L.P.
|
|
|
17
|
|
|
|
858
|
|
Energy Transfer Equity, L.P.
|
|
|
61
|
|
|
|
2,091
|
|
Energy Transfer Partners, L.P.
|
|
|
17
|
|
|
|
896
|
|
Enterprise Products Partners L.P.
|
|
|
220
|
|
|
|
6,875
|
|
Exterran Partners, L.P.(i)
|
|
|
40
|
|
|
|
1,390
|
|
Global Partners LP
|
|
|
114
|
|
|
|
3,137
|
|
Hiland Holdings GP, LP
|
|
|
10
|
|
|
|
244
|
|
Hiland Partners, LP
|
|
|
31
|
|
|
|
1,470
|
|
Inergy, L.P.
|
|
|
64
|
|
|
|
2,051
|
|
Kinder Morgan Management, LLC(f)(h)
|
|
|
111
|
|
|
|
5,572
|
|
K-Sea Transportation Partners L.P.
|
|
|
12
|
|
|
|
429
|
|
Legacy Reserves LP
|
|
|
35
|
|
|
|
754
|
|
Magellan Midstream Partners, L.P.
|
|
|
65
|
|
|
|
2,859
|
|
MarkWest Energy Partners, L.P.
|
|
|
95
|
|
|
|
3,113
|
|
Martin Midstream Partners L.P.
|
|
|
50
|
|
|
|
1,908
|
|
NuStar Energy L.P.(j)
|
|
|
11
|
|
|
|
647
|
|
ONEOK Partners, L.P.
|
|
|
94
|
|
|
|
5,650
|
|
OSG America L.P(g)
|
|
|
1
|
|
|
|
27
|
|
Penn Virginia Resource Partners, L.P.
|
|
|
9
|
|
|
|
244
|
|
Plains All American Pipeline, L.P.
|
|
|
103
|
|
|
|
5,374
|
|
See accompanying notes to consolidated financial statements.
7
KAYNE
ANDERSON ENERGY DEVELOPMENT COMPANY
CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)
AS OF NOVEMBER 30, 2007
(amounts in 000s)
|
|
|
|
|
|
|
|
|
|
|
No. of
|
|
|
|
|
Description:
|
|
Shares/Units
|
|
|
Value
|
|
|
Regency Energy Partners LP
|
|
|
46
|
|
|
$
|
1,419
|
|
SemGroup Energy Partners, L.P.
|
|
|
40
|
|
|
|
1,073
|
|
Spectra Energy Partners, LP
|
|
|
32
|
|
|
|
791
|
|
Targa Resources Partners LP
|
|
|
60
|
|
|
|
1,702
|
|
TC PipeLines, LP
|
|
|
84
|
|
|
|
3,086
|
|
Teekay LNG Partners L.P
|
|
|
77
|
|
|
|
2,277
|
|
Teekay Offshore Partners L.P.(f)
|
|
|
54
|
|
|
|
1,398
|
|
TEPPCO Partners, L.P.
|
|
|
80
|
|
|
|
3,158
|
|
Williams Partners L.P.
|
|
|
95
|
|
|
|
3,922
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
92,666
|
|
|
|
|
|
|
|
|
|
|
Private MLP 56.2%
|
|
|
|
|
|
|
|
|
Direct Fuels Partners, L.P.(e)(k)
|
|
|
2,500
|
|
|
|
46,675
|
|
Direct Fuels Partners, L.P. Warrants(e)(l)
|
|
|
2,500
|
|
|
|
4,575
|
|
International Resource Partners LP(e)(m)
|
|
|
1,500
|
|
|
|
30,000
|
|
Millennium Midstream Partners, LP(e)(n)
|
|
|
2,375
|
|
|
|
44,223
|
|
Millennium Midstream Partners, LP Warrants(e)(o)
|
|
|
2,375
|
|
|
|
3,278
|
|
Quest Midstream Partners, L.P.(e)(p)
|
|
|
350
|
|
|
|
7,000
|
|
VantaCore Partners LP(e)(q)
|
|
|
91
|
|
|
|
1,916
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
137,667
|
|
|
|
|
|
|
|
|
|
|
Other Private Equity 2.1%
|
|
|
|
|
|
|
|
|
Knight, Inc. Preferred Stock(r)
|
|
|
5
|
|
|
|
4,965
|
|
ProPetro Services, Inc. Warrants(e)(s)
|
|
|
2,905
|
|
|
|
109
|
|
Trident Resources Corp. Warrants(t)
|
|
|
100
|
|
|
|
75
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,149
|
|
|
|
|
|
|
|
|
|
|
Total Equity Investments (Cost $220,334)
|
|
|
|
|
|
|
235,482
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to consolidated financial statements.
8
KAYNE
ANDERSON ENERGY DEVELOPMENT COMPANY
CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)
AS OF NOVEMBER 30, 2007
(amounts in 000s)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
|
|
Maturity
|
|
|
Principal
|
|
|
|
|
Description:
|
|
Rate
|
|
Date
|
|
|
Amount
|
|
|
Value
|
|
|
Fixed Income Investments 37.2%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Midstream 7.2%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SemGroup, L.P
|
|
8.75%
|
|
|
11/15/15
|
|
|
$
|
9,000
|
|
|
$
|
8,595
|
|
Targa Resources, Inc.
|
|
8.50
|
|
|
11/01/13
|
|
|
|
4,580
|
|
|
|
4,488
|
|
Targa Resources, Inc.
|
|
(u)
|
|
|
10/31/12
|
|
|
|
1,664
|
|
|
|
1,637
|
|
Targa Resources, Inc.
|
|
(v)
|
|
|
10/31/12
|
|
|
|
2,983
|
|
|
|
2,934
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
17,654
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Upstream 5.3%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beryl Oil and Gas LP
|
|
(w)
|
|
|
7/14/11
|
|
|
|
2,933
|
|
|
|
2,890
|
|
CDX Funding, LLC
|
|
(x)
|
|
|
3/31/13
|
|
|
|
4,550
|
|
|
|
4,345
|
|
SandRidge Energy Inc.
|
|
(y)
|
|
|
4/14/12
|
|
|
|
5,700
|
|
|
|
5,700
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,935
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Oilfield Services 18.7%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dresser, Inc.
|
|
(z)
|
|
|
5/04/15
|
|
|
|
5,000
|
|
|
|
4,800
|
|
ProPetro Services, Inc.(e)
|
|
(aa)
|
|
|
2/15/13
|
|
|
|
35,000
|
|
|
|
34,326
|
|
Seitel, Inc.
|
|
9.75
|
|
|
2/15/14
|
|
|
|
2,000
|
|
|
|
1,730
|
|
Stallion Oilfield Services Ltd.
|
|
(bb)
|
|
|
7/18/12
|
|
|
|
5,000
|
|
|
|
4,925
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
45,781
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aggregates and Mining 6.0%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
VantaCore Partners LP(e)(cc)
|
|
9.00
|
|
|
5/21/27
|
|
|
|
7,000
|
|
|
|
7,350
|
|
VantaCore Partners LP(e)
|
|
(dd)
|
|
|
5/21/14
|
|
|
|
7,500
|
|
|
|
7,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14,850
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Fixed Income Investments (Cost $89,779)
|
|
|
|
|
|
|
|
|
|
|
|
|
91,220
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Long-Term Investments (Cost $310,113)
|
|
|
|
|
|
|
|
|
|
|
|
|
326,702
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-Term Investments 10.2%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Treasury Bills 5.8%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Treasury Bills (Cost $14,251)
|
|
3.075
|
|
|
2/28/08
|
|
|
|
14,358
|
|
|
|
14,250
|
|
Repurchase Agreements 4.4%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bear, Stearns & Co. Inc. (Agreements dated 11/30/07 to
be repurchased at $10,772), collateralized by $11,105 in U.S.
Treasury Bonds (Cost $10,769)
|
|
3.15
|
|
|
12/01/07
|
|
|
|
|
|
|
|
10,769
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Short-Term Investments (Cost $25,020)
|
|
|
|
|
|
|
|
|
|
|
|
|
25,019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Investments 143.5% (Cost $335,133)
|
|
|
|
|
|
|
|
|
|
|
|
|
351,721
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Senior Secured Revolving Credit Facility Borrowings
|
|
|
|
|
|
|
|
|
|
|
|
|
(85,000
|
)
|
Treasury Secured Revolving Credit Facility Borrowings
|
|
|
|
|
|
|
|
|
|
|
|
|
(14,000
|
)
|
Other Liabilities in Excess of Other Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
(7,588
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Assets
|
|
|
|
|
|
|
|
|
|
|
|
$
|
245,133
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to consolidated financial statements.
9
KAYNE
ANDERSON ENERGY DEVELOPMENT COMPANY
CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)
AS OF NOVEMBER 30, 2007
(amounts in 000s)
|
|
|
(a) |
|
Unless otherwise noted, security is treated as an eligible
portfolio security for purposes of BDC qualification. |
|
(b) |
|
Unless otherwise noted, equity investments are common
units/common shares. |
|
(c) |
|
Security is not treated as an eligible portfolio security for
purposes of BDC qualification. |
|
(d) |
|
Unless otherwise noted, a security is treated as a publicly
traded partnership for regulated investment company
(RIC) qualification purposes. To qualify as a RIC
for tax purposes, the Company may directly invest up to 25% of
its total assets in equity and debt securities of entities
treated as publicly traded partnerships. At November 30,
2007, the Company had 23.0% of its total assets invested in
securities treated as publicly traded partnerships. From
inception through the fiscal year ended November 30, 2007,
it was the Companys intention to be treated as a RIC for
tax purposes. On January 22, 2008, the Company announced
that it would no longer intend to be treated as a RIC under the
Code. |
|
(e) |
|
Fair valued and restricted security (see Notes 2, 3 and 7). |
|
(f) |
|
Security is not treated as a publicly traded partnership for RIC
qualification purposes. |
|
(g) |
|
Security is currently non-income producing but is expected to
pay distributions within the next 12 months. |
|
(h) |
|
Distributions are paid in-kind. |
|
(i) |
|
Prior to August 20, 2007, security was known as Universal
Compression Partners, L.P., as disclosed on our Schedule of
Investments as of November 30, 2006. |
|
(j) |
|
Prior to April 2, 2007, security was known as Valero L.P.,
as disclosed on our Schedule of Investments as of
November 30, 2006. |
|
(k) |
|
Class B common units are owned directly and indirectly by
the Companys subsidiaries, KED DF Investment Partners, LP
and KED DF Investment GP, LLC. The Class B common units are
redeemable at the option of Direct Fuels Partners, L.P. at the
price of $20.00 per unit. |
|
(l) |
|
Warrants are non-income producing, expire on June 8, 2017
and provide the Company the right to purchase 2,500 Class A
common units at a price of $20.00 per unit. |
|
(m) |
|
Common units are owned directly and indirectly by the
Companys subsidiaries, KED LCP Investment Partners, LP and
KED LCP Investment GP, LLC. |
|
(n) |
|
Class B common units are owned directly and indirectly by
the Companys subsidiaries, KED MME Investment Partners, LP
and KED MME Investment GP, LLC. The Class B common units
are redeemable at the option of Millennium Midstream Partners,
LP at the price of $20.00 per unit. |
|
(o) |
|
Warrants are non-income producing, expire on December 28,
2016 and provide the Company the right to purchase 2,375
Class A common units at a price of $20.00 per unit. |
|
(p) |
|
Common units are owned directly and indirectly by the
Companys subsidiaries, KED MME Investment Partners, LP and
KED MME Investment GP, LLC. |
|
(q) |
|
Common units are owned directly and indirectly by the
Companys subsidiaries, KED VP Investment Partners, LP and
KED VP Investment GP, LLC. |
|
(r) |
|
Preferred stock of Knight, Inc. (f.k.a, Kinder Morgan, Inc.)
paying a fixed dividend rate of 8.33% until August 12, 2012
and LIBOR + 390 basis points thereafter. The maturity date
for this security is August 12, 2057. |
|
(s) |
|
Warrants relate to the Companys floating rate senior
secured second lien term loan facility with ProPetro Services,
Inc. These warrants are non-income producing and expire on
February 15, 2017. |
See accompanying notes to consolidated financial statements.
10
KAYNE
ANDERSON ENERGY DEVELOPMENT COMPANY
CONSOLIDATED SCHEDULE OF INVESTMENTS (CONCLUDED)
AS OF NOVEMBER 30, 2007
(amounts in 000s)
|
|
|
(t) |
|
Warrants are non-income producing and expire on
November 30, 2013. |
|
(u) |
|
Floating rate letter of credit facility. Security pays interest
at a rate of LIBOR less 12.5 basis points (5.07% as of
November 30, 2007). |
|
(v) |
|
Floating rate senior secured first lien term loan facility.
Security pays interest at a rate of LIBOR + 200 basis
points (7.20% as of November 30, 2007). |
|
(w) |
|
Prior to May 23, 2007, security was known as Coldren
Resources, Inc. Floating rate senior secured first lien term
loan. Security pays interest at a rate of LIBOR + 400 basis
points (9.70% as of November 30, 2007). |
|
(x) |
|
Floating rate senior secured second lien term loan facility.
Security pays interest at a rate of LIBOR + 625 basis
points (11.39% as of November 30, 2007). |
|
(y) |
|
Floating rate unsecured bridge loan facility. Security pays
interest at a rate of LIBOR + 363 basis points (8.85% as of
November 30, 2007). |
|
(z) |
|
Floating rate senior secured second lien term loan facility.
Security pays interest at a rate of LIBOR + 575 basis
points (11.13% as of November 30, 2007). |
|
(aa) |
|
Floating rate senior secured second lien term loan facility.
Security pays interest at a rate of LIBOR + 900 basis
points (14.23% as of November 30, 2007). |
|
(bb) |
|
Floating rate senior secured second lien term loan facility.
Security pays interest at a rate of LIBOR + 450 basis
points (9.38% as of November 30, 2007). |
|
(cc) |
|
Fixed rate subordinated convertible note. Security is
convertible into 350,000 common units at a conversion price of
$20.00 per common unit. |
|
(dd) |
|
Floating rate senior secured second lien term loan facility.
Security pays interest at a rate of LIBOR + 550 basis
points (10.73% as of November 30, 2007). |
See accompanying notes to consolidated financial statements.
11
|
|
|
|
|
|
|
|
|
|
|
February 29,
|
|
|
|
|
|
|
2008
|
|
|
November 30,
|
|
|
|
(Unaudited)
|
|
|
2007
|
|
|
ASSETS
|
|
|
|
|
|
|
|
|
Investments, at fair value:
|
|
|
|
|
|
|
|
|
Non-affiliated (Cost $277,504 and $305,604,
respectively)
|
|
$
|
289,518
|
|
|
$
|
321,328
|
|
Affiliated (Cost $4,431 and $4,509, respectively)
|
|
|
4,907
|
|
|
|
5,374
|
|
U.S. Treasury Bills, at fair value (Cost $0 and
$14,251, respectively)
|
|
|
|
|
|
|
14,250
|
|
Repurchase agreements (Cost $8,057 and $10,769,
respectively)
|
|
|
8,057
|
|
|
|
10,769
|
|
|
|
|
|
|
|
|
|
|
Total investments (Cost $289,992 and $335,133,
respectively)
|
|
|
302,482
|
|
|
|
351,721
|
|
Deposits with brokers
|
|
|
122
|
|
|
|
121
|
|
Receivable for securities sold
|
|
|
5,477
|
|
|
|
766
|
|
Interest, dividends and distributions receivable
|
|
|
1,567
|
|
|
|
1,515
|
|
Debt issuance costs, prepaid expenses and other assets
|
|
|
1,050
|
|
|
|
1,264
|
|
|
|
|
|
|
|
|
|
|
Total Assets
|
|
|
310,698
|
|
|
|
355,387
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES
|
|
|
|
|
|
|
|
|
Senior secured revolving credit facility
|
|
|
67,500
|
|
|
|
85,000
|
|
Treasury secured revolving credit facility
|
|
|
|
|
|
|
14,000
|
|
Payable for securities purchased
|
|
|
907
|
|
|
|
6,967
|
|
Investment management fee payable
|
|
|
1,380
|
|
|
|
1,355
|
|
Accrued directors fees and expenses
|
|
|
71
|
|
|
|
78
|
|
Accrued expenses and other liabilities
|
|
|
882
|
|
|
|
863
|
|
Deferred tax liability
|
|
|
4,674
|
|
|
|
1,991
|
|
|
|
|
|
|
|
|
|
|
Total Liabilities
|
|
|
75,414
|
|
|
|
110,254
|
|
|
|
|
|
|
|
|
|
|
NET ASSETS
|
|
$
|
235,284
|
|
|
$
|
245,133
|
|
|
|
|
|
|
|
|
|
|
NET ASSETS CONSIST OF
|
|
|
|
|
|
|
|
|
Common stock, $0.001 par value (200,000,000 shares
authorized at February 29, 2008 and November 30, 2007;
10,050,446 shares issued and outstanding at
February 29, 2008 and November 30, 2007, respectively)
|
|
$
|
10
|
|
|
$
|
10
|
|
Paid-in capital
|
|
|
228,086
|
|
|
|
231,535
|
|
Accumulated net investment income (loss), net of income
taxes, less dividends
|
|
|
(1,719
|
)
|
|
|
(409
|
)
|
Accumulated net realized gains (losses) on investments, net
of income taxes
|
|
|
1,291
|
|
|
|
(19
|
)
|
Net unrealized gains on investments, net of income taxes
|
|
|
7,616
|
|
|
|
14,016
|
|
|
|
|
|
|
|
|
|
|
NET ASSETS
|
|
$
|
235,284
|
|
|
$
|
245,133
|
|
|
|
|
|
|
|
|
|
|
NET ASSET VALUE PER SHARE
|
|
$
|
23.41
|
|
|
$
|
24.39
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to consolidated financial statements.
12
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
|
February 29,
|
|
|
February 28,
|
|
|
|
2008
|
|
|
2007
|
|
|
INVESTMENT INCOME
|
|
|
|
|
|
|
|
|
Income
|
|
|
|
|
|
|
|
|
Dividends and Distributions:
|
|
|
|
|
|
|
|
|
Non-affiliated investments
|
|
$
|
4,390
|
|
|
$
|
838
|
|
Affiliated investments
|
|
|
87
|
|
|
|
41
|
|
|
|
|
|
|
|
|
|
|
Total dividends and distributions
|
|
|
4,477
|
|
|
|
879
|
|
Return of capital
|
|
|
(4,322
|
)
|
|
|
(791
|
)
|
|
|
|
|
|
|
|
|
|
Net dividends and distributions
|
|
|
155
|
|
|
|
88
|
|
|
|
|
|
|
|
|
|
|
Interest
|
|
|
2,501
|
|
|
|
2,702
|
|
|
|
|
|
|
|
|
|
|
Total investment income
|
|
|
2,656
|
|
|
|
2,790
|
|
|
|
|
|
|
|
|
|
|
Expenses
|
|
|
|
|
|
|
|
|
Base investment management fees
|
|
|
1,380
|
|
|
|
1,058
|
|
Incentive investment management fees
|
|
|
|
|
|
|
177
|
|
Professional fees
|
|
|
260
|
|
|
|
156
|
|
Directors fees
|
|
|
72
|
|
|
|
63
|
|
Administration fees
|
|
|
55
|
|
|
|
56
|
|
Insurance
|
|
|
37
|
|
|
|
38
|
|
Custodian fees
|
|
|
20
|
|
|
|
15
|
|
Other expenses
|
|
|
183
|
|
|
|
148
|
|
|
|
|
|
|
|
|
|
|
Total Expenses Before Base Investment Management Fee
Waivers and Interest Expense
|
|
|
2,007
|
|
|
|
1,711
|
|
Base investment management fee waivers
|
|
|
|
|
|
|
(303
|
)
|
Interest expense
|
|
|
1,684
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Expenses
|
|
|
3,691
|
|
|
|
1,408
|
|
|
|
|
|
|
|
|
|
|
Net Investment Income (Loss) Before Income
Taxes
|
|
|
(1,035
|
)
|
|
|
1,382
|
|
Deferred income tax benefit
|
|
|
397
|
|
|
|
41
|
|
|
|
|
|
|
|
|
|
|
Net Investment Income (Loss)
|
|
|
(638
|
)
|
|
|
1,423
|
|
|
|
|
|
|
|
|
|
|
REALIZED AND UNREALIZED GAINS (LOSSES)
|
|
|
|
|
|
|
|
|
Net Realized Gains
|
|
|
|
|
|
|
|
|
Investments
|
|
|
2,086
|
|
|
|
901
|
|
Deferred income tax expense
|
|
|
(776
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Change in Realized Gains
|
|
|
1,310
|
|
|
|
901
|
|
|
|
|
|
|
|
|
|
|
Net Change in Unrealized Gains (Losses)
|
|
|
|
|
|
|
|
|
Investments
|
|
|
(4,096
|
)
|
|
|
8,090
|
|
Deferred income tax benefit (expense)
|
|
|
1,524
|
|
|
|
(14
|
)
|
Deferred income tax expense conversion to a taxable
corporation
|
|
|
(3,828
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Change in Unrealized Gains (Losses)
|
|
|
(6,400
|
)
|
|
|
8,076
|
|
|
|
|
|
|
|
|
|
|
Net Realized and Unrealized Gains (Losses)
|
|
|
(5,090
|
)
|
|
|
8,977
|
|
|
|
|
|
|
|
|
|
|
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM
OPERATIONS
|
|
$
|
(5,728
|
)
|
|
$
|
10,400
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to consolidated financial statements.
13
|
|
|
|
|
|
|
|
|
|
|
Three Months
|
|
|
|
|
|
|
Ended
|
|
|
For the Year
|
|
|
|
February 29,
|
|
|
Ended
|
|
|
|
2008
|
|
|
November 30,
|
|
|
|
(Unaudited)
|
|
|
2007
|
|
|
OPERATIONS
|
|
|
|
|
|
|
|
|
Net investment income (loss)
|
|
$
|
(638
|
)
|
|
$
|
3,606
|
|
Net realized gains
|
|
|
1,310
|
|
|
|
5,523
|
|
Net change in unrealized gains (losses)
|
|
|
(2,572
|
)
|
|
|
6,251
|
|
Net change in unrealized losses conversion to
taxable corporation
|
|
|
(3,828
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Increase (Decrease) in Net Assets Resulting from
Operations
|
|
|
(5,728
|
)
|
|
|
15,380
|
|
|
|
|
|
|
|
|
|
|
DIVIDENDS AND DISTRIBUTIONS
|
|
|
|
|
|
|
|
|
Dividends
|
|
|
(672
|
)(1)
|
|
|
(9,478
|
)(2)
|
Distributions from net realized long-term capital gains
|
|
|
|
|
|
|
(1,573
|
)(2)
|
Distributions return of capital
|
|
|
(3,449
|
)(1)
|
|
|
(2,415
|
)(2)
|
|
|
|
|
|
|
|
|
|
Dividends and Distributions
|
|
|
(4,121
|
)
|
|
|
(13,466
|
)
|
|
|
|
|
|
|
|
|
|
CAPITAL STOCK TRANSACTIONS
|
|
|
|
|
|
|
|
|
Issuance of 50,386 shares of common stock from reinvestment
of dividends
|
|
|
|
|
|
|
1,272
|
|
Underwriting discount and offering expenses
|
|
|
|
|
|
|
33
|
|
|
|
|
|
|
|
|
|
|
Net Increase in Net Assets from Capital Stock Transactions
|
|
|
|
|
|
|
1,305
|
|
|
|
|
|
|
|
|
|
|
Total Increase (Decrease) in Net Assets
|
|
|
(9,849
|
)
|
|
|
3,219
|
|
|
|
|
|
|
|
|
|
|
NET ASSETS
|
|
|
|
|
|
|
|
|
Beginning of period
|
|
|
245,133
|
|
|
|
241,914
|
|
|
|
|
|
|
|
|
|
|
End of period
|
|
$
|
235,284
|
|
|
$
|
245,133
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
This is an estimate of the characterization of a portion of the
total dividends paid to common stockholders for the three months
ended February 29, 2008 as either a dividend (ordinary
income) or distribution (return of capital). This estimate is
based on the Companys operating results during the period.
The actual characterization of the common stock dividends made
during the current year will not be determinable until after the
end of the fiscal year when the Company can determine earnings
and profits and, therefore, it may differ from the preliminary
estimates. |
|
(2) |
|
The information presented in each of these items is a
characterization of a portion of the total dividends paid to
common stockholders for the fiscal year ended November 30,
2007 as either dividends (ordinary income) or distributions
(long-term capital gains or return of capital). This
characterization is based on the Companys earnings and
profits. |
See accompanying notes to consolidated financial statements.
14
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
|
February 29,
|
|
|
February 28,
|
|
|
|
2008
|
|
|
2007
|
|
|
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
|
|
|
|
Net increase (decrease) in net assets resulting from operations
|
|
$
|
(5,728
|
)
|
|
$
|
10,400
|
|
Adjustments to reconcile net increase in net assets resulting
from operations to net cash provided by operating activities:
|
|
|
|
|
|
|
|
|
Purchase of long-term investments
|
|
|
(11,784
|
)
|
|
|
(89,211
|
)
|
Sale of U.S. Treasury Bills, net
|
|
|
14,250
|
|
|
|
|
|
Proceeds from sale of long-term investments
|
|
|
37,901
|
|
|
|
15,358
|
|
Sale of short-term investments
|
|
|
2,712
|
|
|
|
72,797
|
|
Realized gains on investments
|
|
|
(2,086
|
)
|
|
|
(901
|
)
|
Return of capital distributions
|
|
|
4,322
|
|
|
|
791
|
|
Unrealized losses (gains) on investments
|
|
|
4,096
|
|
|
|
(8,090
|
)
|
Increase in deferred tax liability
|
|
|
2,683
|
|
|
|
|
|
Accretion of bond discount
|
|
|
(172
|
)
|
|
|
(46
|
)
|
Increase in deposits with brokers
|
|
|
(1
|
)
|
|
|
(15
|
)
|
Decrease (increase) in receivable for securities sold
|
|
|
(4,711
|
)
|
|
|
541
|
|
Increase in interest, dividend and distributions receivable
|
|
|
(52
|
)
|
|
|
(8
|
)
|
Decrease in prepaid expenses and other assets
|
|
|
214
|
|
|
|
212
|
|
Decrease in payable for securities purchased
|
|
|
(6,060
|
)
|
|
|
|
|
Increase in investment management fee payable
|
|
|
25
|
|
|
|
354
|
|
Increase (decrease) in accrued directors fees and expenses
|
|
|
(7
|
)
|
|
|
8
|
|
Increase in accrued expenses and other liabilities
|
|
|
19
|
|
|
|
10
|
|
|
|
|
|
|
|
|
|
|
Net Cash Provided by Operating Activities
|
|
|
35,621
|
|
|
|
2,200
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
Repayments of senior secured revolving credit facility
|
|
|
(17,500
|
)
|
|
|
|
|
Repayments of treasury secured revolving credit facility
|
|
|
(14,000
|
)
|
|
|
|
|
Cash distributions to shareholders
|
|
|
(4,121
|
)
|
|
|
(2,200
|
)
|
|
|
|
|
|
|
|
|
|
Net Cash Used in Financing Activities
|
|
|
(35,621
|
)
|
|
|
(2,200
|
)
|
|
|
|
|
|
|
|
|
|
NET INCREASE (DECREASE) IN CASH
|
|
|
|
|
|
|
|
|
CASH BEGINNING OF PERIOD
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH END OF PERIOD
|
|
$
|
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental disclosure of cash flow information:
During the three months ended February 29, 2008, state
taxes paid were $37 and interest paid was $1,496. There were no
federal and state taxes paid or interest paid during the three
months ended February 28, 2007.
See accompanying notes to consolidated financial statements.
15
KAYNE
ANDERSON ENERGY DEVELOPMENT COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(amounts in 000s, except per share amounts)
(UNAUDITED)
Kayne Anderson Energy Development Company (the
Company) was organized as a Maryland corporation on
May 24, 2006. The Company is an externally managed,
non-diversified closed-end management investment company that
has elected to be treated as a business development company
(BDC) under the Investment Company Act of 1940, as
amended (the 1940 Act). The Company commenced
investment operations on September 21, 2006 and, prior to
such date, had no operations other than the sale and issuance of
60 shares of common stock at an aggregate purchase price of
$1.5 to KA Fund Advisors, LLC (KAFA) on
August 2, 2006. The Companys shares of common stock
are listed on the New York Stock Exchange, Inc.
(NYSE) under the symbol KED. For fiscal
year November 30, 2007 and prior, the Company was treated
as a regulated investment company (RIC) under the
U.S. Internal Revenue Code of 1986, as amended (the
Code). Effective December 1, 2007, the Company
will be taxed as a corporation (see Note 4
Income Taxes).
|
|
2.
|
SIGNIFICANT
ACCOUNTING POLICIES
|
A. Use of Estimates The preparation of
financial statements in conformity with accounting principles
generally accepted in the United States of America
(GAAP) requires management to make estimates and
assumptions that affect the reported amount of assets and
liabilities and disclosure of contingent assets and liabilities
at the date of the financial statements and the reported amounts
of revenue and expenses during the period. Actual results could
differ materially from those estimates.
B. Interim Periods The unaudited
consolidated financial statements contained in this report
include all material adjustments of a normal and recurring
nature that, in the opinion of management, are necessary for a
fair statement of the results for the interim periods. The
results of operations for the interim periods presented in this
Form 10-Q
are not necessarily indicative of the results to be expected for
the full year or any other interim period. Certain
reclassifications have been made to prior period amounts in
order to conform to current year presentation. The accompanying
consolidated financial statements included herein should be read
in conjunction with the financial statements and related notes
thereto contained in the Companys Annual Report on
Form 10-K
for the fiscal year ended November 30, 2007.
C. Principles of Consolidation The
consolidated financial statements include the accounts of the
Company and its subsidiaries which directly and indirectly owned
securities in the Companys portfolio. All significant
intercompany accounts and transactions have been eliminated in
consolidation.
Prior to February 29, 2008, the Company owned subsidiary
limited partnerships (which elected to be treated as taxable
entities) and limited liability companies to make and hold
certain of its private portfolio investments. These portfolio
investments were consolidated in the Companys schedule of
investments, statements of assets and liabilities, statements of
operations, statements of cash flows and statements of changes
in net assets.
On February 29, 2008, all of the Companys
subsidiaries were dissolved and all of the assets and
liabilities of the subsidiaries were distributed to the Company.
D. Calculation of Net Asset Value The
Company determines its net asset value as of the close of
regular session trading on the NYSE (normally
4:00 p.m. Eastern time) no less frequently than the
last business day of each quarter. Net asset value is computed
by dividing the value of the Companys assets (including
accrued interest and dividends), less all of its liabilities
(including accrued expenses, dividends payable and any
borrowings) by the total number of common shares outstanding.
E. Investment Valuation Readily
marketable portfolio securities listed on any exchange other
than the NASDAQ Stock Market, Inc. (NASDAQ) are
valued, except as indicated below, at the last sale price on the
business day as of which such value is being determined. If
there has been no sale on such day, the securities are valued at
the mean of the most recent bid and asked prices on such day,
except for short sales and call option
16
KAYNE
ANDERSON ENERGY DEVELOPMENT COMPANY
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (CONTINUED)
(amounts in 000s, except per share amounts)
(UNAUDITED)
contracts written, for which the last quoted asked price is
used. Securities admitted to trade on the NASDAQ are valued at
the NASDAQ official closing price. Portfolio securities traded
on more than one securities exchange are valued at the last sale
price on the business day as of which such value is being
determined at the close of the exchange representing the
principal market for such securities.
Equity securities traded in the over-the-counter market, but
excluding securities admitted to trading on the NASDAQ, are
valued at the closing bid prices. Fixed income securities that
are considered corporate bonds are valued by using the mean of
the bid and ask prices provided by an independent pricing
service. For fixed income securities that are considered
corporate bank loans, the fair market value is determined by the
mean of the bid and ask prices provided by the syndicate bank or
principal market maker. When price quotes are not available,
fair market value will be based on prices of comparable
securities.
The Companys portfolio includes securities that are
privately issued or illiquid. For these securities, as well as
any other portfolio security held by the Company for which
reliable market quotations are not readily available, valuations
will be determined in good faith by the board of directors under
a valuation policy and a consistently applied valuation process.
Unless otherwise determined by the board of directors of the
Company, the following valuation process, approved by the board
of directors, will be used for such securities:
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Investment Team Valuation. The applicable
investments will initially be valued by the investment
advisers senior professionals responsible for the
portfolio investments.
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Investment Team Valuation
Documentation. Preliminary valuation conclusions
will be documented and discussed with senior management of KAFA,
the Companys investment adviser. Such valuations will be
submitted to the Valuation Committee (a committee of the board
of directors) on a quarterly basis. These valuations will stand
for intervening periods of time unless a senior officer of KAFA
determines that material adjustments to such preliminary
valuations are appropriate to avoid valuations that are stale or
do not represent fair value.
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Valuation Committee. The Valuation Committee
shall meet each quarter to consider new valuations presented by
KAFA, if any, which were made in accordance with the Valuation
Procedures in such quarter. The Valuation Committees
valuation determinations will be subject to ratification by the
board at its next regular meeting.
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Valuation Firm. No less frequently than
quarterly, a third-party valuation firm engaged by the board of
directors will review the valuation methodologies and
calculations employed for these securities. The independent
valuation firm provides third-party valuation consulting
services to the board of directors which consisted of certain
limited procedures that the Company identified and requested
them to perform. For the quarter ended February 29, 2008,
the independent valuation firm provided limited procedures on
investments in six portfolio companies comprising approximately
61.7% of the total investments at fair value as of
February 29, 2008. Upon completion of the limited
procedures, the independent valuation firm concluded that the
fair value of those investments subjected to the limited
procedures did not appear to be unreasonable.
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Board of Directors Determination. The board of
directors will consider the valuations provided by KAFA and the
Valuation Committee and ratify valuations for the applicable
securities at each quarterly board meeting. The board of
directors will consider the reports provided by the third-party
valuation firm in reviewing and determining in good faith the
fair value of the applicable portfolio securities.
|
During the course of such valuation process, whenever possible,
privately-issued equity and debt investments are valued using
comparisons of financial ratios of the portfolio companies that
issued such equity and debt securities to any peer companies
that are public. The value is then discounted to reflect the
illiquid nature of the investment. The Company also utilizes
comparative information such as purchase transactions, public
offerings or
17
KAYNE
ANDERSON ENERGY DEVELOPMENT COMPANY
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (CONTINUED)
(amounts in 000s, except per share amounts)
(UNAUDITED)
subsequent equity sales to corroborate its valuations. Due to
the inherent uncertainty of determining the fair value of
investments that do not have a readily available market value,
the fair value of the Companys investments in
privately-issued securities may differ significantly from the
values that would have been used had a ready market existed for
such investments, and the differences could be material.
Factors that the Company may take into account in fair value
pricing its investments include, as relevant, the portfolio
companys ability to make payments and its earnings and
discounted cash flow, the markets in which the portfolio company
does business, comparison to publicly traded securities, the
nature and realizable value of any collateral and other relevant
factors.
Unless otherwise determined by the board of directors,
securities that are convertible into or otherwise will become
publicly traded (e.g., through subsequent registration or
expiration of a restriction on trading) will be valued using a
valuation based on the market value of the publicly traded
security less a discount. The discount will initially be equal
in amount to the discount negotiated at the time of purchase. To
the extent that such securities are convertible or otherwise
become publicly traded within a time frame that may be
reasonably determined, the investment adviser may determine an
amortization schedule for the discount in accordance with a
methodology approved by the Valuation Committee.
SFAS No. 157. In September 2006, the
Financial Accounting Standards Board (FASB) issued Statement on
Financial Accounting Standards (SFAS) No. 157, Fair
Value Measurements. This standard establishes a single
authoritative definition of fair value, sets out a framework for
measuring fair value and requires additional disclosures about
fair value measurements. SFAS No. 157 applies to fair
value measurements already required or permitted by existing
standards. SFAS No. 157 is effective for financial
statements issued for fiscal years beginning after
November 15, 2007 and interim periods within those fiscal
years. The changes to current generally accepted accounting
principles from the application of this Statement relate to the
definition of fair value, the methods used to measure fair
value, and the expanded disclosures about fair value
measurements.
As of December 1, 2007, the Company adopted
SFAS No. 157. The Company has performed an analysis of
all existing investments and derivative instruments to determine
the significance and character of all inputs to their fair value
determination. Based on this assessment, the adoption of this
standard did not have any material effect on the Companys
net asset value.
At February 29, 2008, the Company held 79.4% of its net
assets applicable to common stockholders (60.0% of total assets)
in securities that were fair valued pursuant to the procedures
adopted by the board of directors. The aggregate fair value of
these securities at February 29, 2008 was $186,703.
At November 30, 2007, the Company held 80.7% of its net
assets applicable to common stockholders (55.6% of total assets)
in securities that were fair valued pursuant to the procedures
adopted by the board of directors. The aggregate fair value of
these securities at November 30, 2007 was $197,733.
F. Repurchase Agreements The
Company has agreed to purchase securities from financial
institutions subject to the sellers agreement to
repurchase them at an
agreed-upon
time and price (repurchase agreements). The
financial institutions with whom the Company enters into
repurchase agreements are banks and broker/dealers which KAFA
considers creditworthy. The seller under a repurchase agreement
is required to maintain the value of the securities as
collateral, subject to the agreement, at not less than the
repurchase price plus accrued interest. KAFA monitors daily the
mark-to-market of the value of the collateral, and, if
necessary, requires the seller to maintain additional
securities, so that the value of the collateral is not less than
the repurchase price. Default by or bankruptcy of the seller
would, however, expose the Company to possible loss because of
adverse market action or delays in connection with the
disposition of the underlying securities.
18
KAYNE
ANDERSON ENERGY DEVELOPMENT COMPANY
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (CONTINUED)
(amounts in 000s, except per share amounts)
(UNAUDITED)
G. Security Transactions 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. Dividend and distribution
income is recorded on the ex-dividend date.
H. Investment Income and Return of Capital
Estimates Distributions received from the
Companys investments in master limited partnerships
(MLP) generally are comprised of income and return
of capital. The Company records investment income and return of
capital based on estimates made at the time such distributions
are received. Such estimates are based on historical information
available from MLPs and other industry sources. These estimates
may subsequently be revised based on information received from
MLPs after their tax reporting periods are concluded. Interest
income is recognized on the accrual basis, including
amortization of premiums and accretion of discounts.
For the three months ended February 29,
2008. The Company estimated that 97% of the MLP
distributions received would be treated as a return of capital
and recorded as return of capital $4,322 of dividends and
distributions received from its investments. This return of
capital resulted in an equivalent reduction in the cost basis of
the associated investments. Net Realized Gains and Net Change in
Unrealized Gains in the accompanying Statement of Operations
were increased by $236 and $4,086, respectively, attributable to
the recording of such dividends and distributions as reduction
in the cost basis of investments.
For the three months ended February 28,
2007. The Company estimated that 90% of the MLP
distributions received would be treated as a return of capital
and recorded as return of capital $791 of dividends and
distributions received from its investments. This return of
capital resulted in an equivalent reduction in the cost basis of
the associated investments. Net Realized Gains and Net Change in
Unrealized Gains in the accompanying Statement of Operations
were increased by $31 and $760, respectively, attributable to
the recording of such dividends and distributions as reduction
in the cost basis of investments.
I. Dividends and Distributions to Stockholders
Dividends and distributions to common
stockholders are recorded on the ex-dividend date. The character
of dividends made during the year may differ from their ultimate
characterization for federal income tax purposes. The Company is
unable to make final determinations as to the character of the
dividend until after the end of the fiscal year. The Company
informs its common stockholders in January following the fiscal
year of the character of dividends deemed paid during the fiscal
year.
J. Income Taxes For the fiscal periods
ended November 30, 2007 and November 30, 2006, the
Company qualified for the tax treatment applicable to regulated
investment companies under Subchapter M of the Code. For the
fiscal periods, the Company was required to make the requisite
distributions to its stockholders, which relieved it from
federal income or excise taxes for these periods. Effective
December 1, 2007, the Company will be taxed as a
corporation and will pay federal and applicable state corporate
taxes on its taxable income.
The Company invests primarily in MLPs, which generally are
treated as partnerships for federal income tax purposes. As a
limited partner in the MLPs, the Company includes its allocable
share of the MLPs taxable income in computing its own
taxable income. Deferred income taxes reflect (i) taxes on
unrealized gains / (losses), which are attributable to
the temporary differences between fair market value and tax
basis, (ii) the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for
financial reporting purposes and the amounts used for income tax
purposes and (iii) the net tax benefit of accumulated net
operating losses. To the extent the Company has a net deferred
tax asset, 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. Future realization of deferred tax assets ultimately
depends on the existence of sufficient taxable income of the
appropriate character in either the carryback or carryforward
period under the tax law.
The Company may rely on information provided by the MLPs, which
may not necessarily be timely, to estimate taxable income
allocable to the MLP units held in the portfolio and to estimate
the associated deferred tax
19
KAYNE
ANDERSON ENERGY DEVELOPMENT COMPANY
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (CONTINUED)
(amounts in 000s, except per share amounts)
(UNAUDITED)
liability. Such estimates are made in good faith and reviewed in
accordance with the valuation process approved by the Board of
Directors. From time to time, the Company modifies its estimates
or assumptions regarding the deferred tax liability as new
information becomes available.
In July 2006, the Financial Accounting Standards Board issued
FASB Interpretation No. 48, Accounting for
Uncertainty in Income Taxes (FIN 48).
This standard defines the threshold for recognizing the benefits
of tax-return positions in the financial statements as
more likely than not to be sustained by the taxing
authority and requires measurement of a tax position meeting the
more likely than not criterion, based on the largest
benefit that is more than 50 percent likely to be realized.
At adoption, companies must adjust their financial statements to
reflect only those tax positions that are more likely than
not to be sustained as of the adoption date.
K. Organizational and Offering Costs The
Company treats organizational costs as an expense. Offering
costs of approximately $812 incurred in connection with the sale
of shares of common stock were charged to paid-in capital.
L. Indemnifications Under the
Companys organizational documents, its officers and
directors are indemnified against certain liabilities arising
out of the performance of their duties to the Company. In
addition, in the normal course of business, the Company enters
into contracts that provide general indemnification to other
parties. The Companys maximum exposure under these
arrangements is unknown, as this would involve future claims
that may be made against the Company that have not yet occurred,
and may not occur. However, the Company has not had prior claims
or losses pursuant to these contracts and expects the risk of
loss to be remote.
SFAS No. 157. In September 2006, the
Financial Accounting Standards Board (FASB) issued Statement on
Financial Accounting Standards (SFAS) No. 157, Fair
Value Measurements. This standard establishes a single
authoritative definition of fair value, sets out a framework for
measuring fair value and requires additional disclosures about
fair value measurements. SFAS No. 157 applies to fair
value measurements already required or permitted by existing
standards. SFAS No. 157 is effective for financial
statements issued for fiscal years beginning after
November 15, 2007 and interim periods within those fiscal
years. The changes to current generally accepted accounting
principles from the application of this Statement relate to the
definition of fair value, the methods used to measure fair
value, and the expanded disclosures about fair value
measurements.
As of December 1, 2007, the Company adopted
SFAS No. 157. The Company has performed an analysis of
all existing investments and derivative instruments to determine
the significance and character of all inputs to their fair value
determination. Based on this assessment, the adoption of this
standard did not have any material effect on the Companys
net asset value. However, the adoption of the standard does
require the Company to provide additional disclosures about the
inputs used to develop the measurements and the effect of
certain measurements on changes in net assets for the reportable
periods as contained in the Companys periodic filings.
SFAS No. 157 establishes a fair value hierarchy that
prioritizes the inputs to valuation techniques used to measure
fair value into the following three broad categories.
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Level 1 Quoted unadjusted prices for
identical instruments in active markets to which the Company has
access at the date of measurement.
|
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Level 2 Quoted prices for similar
instruments in active markets; quoted prices for identical or
similar instruments in markets that are not active; and
model-derived valuations in which all significant inputs and
significant value drivers are observable in active markets.
Level 2 inputs are those in markets for which there are few
transactions, the prices are not current, little public
information exists or instances where prices vary substantially
over time or among brokered market makers.
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20
KAYNE
ANDERSON ENERGY DEVELOPMENT COMPANY
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (CONTINUED)
(amounts in 000s, except per share amounts)
(UNAUDITED)
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|
|
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Level 3 Model derived valuations in
which one or more significant inputs or significant value
drivers are unobservable. Unobservable inputs are those inputs
that reflect the Companys own assumptions that market
participants would use to price the asset or liability based on
the best available information.
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The following table presents our assets measured at fair value
on a recurring basis at February 29, 2008.
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Prices with
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|
|
|
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Quoted Prices
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Other
|
|
|
|
|
|
|
|
|
|
in Active
|
|
|
Observable
|
|
|
Unobservable
|
|
|
|
|
|
|
Markets
|
|
|
Inputs
|
|
|
Inputs
|
|
Assets at Fair Value
|
|
Total
|
|
|
(Level 1)
|
|
|
(Level 2)
|
|
|
(Level 3)
|
|
|
Long-Term Investments
|
|
$
|
294,425
|
|
|
$
|
82,499
|
|
|
$
|
25,223
|
|
|
$
|
186,703
|
|
The Company did not have any liabilities that were measured at
fair value on a recurring basis at February 29, 2008.
The following table presents our assets measured at fair value
on a recurring basis using significant unobservable inputs
(Level 3) at November 30, 2007 and at
February 29, 2008.
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|
|
|
|
|
|
Long-Term
|
|
Assets at Fair Value Using Unobservable Inputs (Level 3)
|
|
Investments
|
|
|
Balance November 30, 2007
|
|
$
|
197,733
|
|
Transfers out of Level 3
|
|
|
(10,781
|
)
|
Realized gains (losses)
|
|
|
|
|
Unrealized losses, net
|
|
|
(249
|
)
|
Purchases, issuances or settlements
|
|
|
|
|
|
|
|
|
|
Balance February 29, 2008
|
|
$
|
186,703
|
|
|
|
|
|
|
The $249 of unrealized losses, net, presented in the table above
relate to investments that are still held at February 29,
2008, and the Company presents these unrealized losses on the
Consolidated Statement of Operations Net Change in
Unrealized Gains (Losses).
Deferred income taxes reflect (i) taxes on unrealized
gains/(losses), which are attributable to the difference between
fair market value and tax basis, (ii) the net tax effects
of temporary differences between the carrying amounts of assets
and liabilities for financial reporting purposes and the amounts
used for income tax purposes and (iii) the net tax benefit
of accumulated net operating losses. Components of the
Companys deferred tax assets and liabilities are as
follows:
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|
|
|
|
|
|
|
|
|
February 29,
|
|
|
|
|
|
|
2008
|
|
|
November 30,
|
|
|
|
(Unaudited)
|
|
|
2007
|
|
|
Deferred tax assets:
|
|
|
|
|
|
|
|
|
Organizational costs
|
|
$
|
(20
|
)
|
|
$
|
|
|
Net operating loss carryforwards
|
|
|
(573
|
)
|
|
|
(581
|
)
|
Deferred tax liabilities:
|
|
|
|
|
|
|
|
|
Net unrealized gains on investment securities
|
|
|
4,876
|
|
|
|
2,572
|
|
Other temporary differences
|
|
|
391
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total net deferred tax liability
|
|
$
|
4,674
|
|
|
$
|
1,991
|
|
|
|
|
|
|
|
|
|
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21
KAYNE
ANDERSON ENERGY DEVELOPMENT COMPANY
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (CONTINUED)
(amounts in 000s, except per share amounts)
(UNAUDITED)
At February 29, 2008, the Company had net operating loss
carryforwards of $1,540. The federal and state net operating
loss carryforwards available are subject to limitations on their
annual usage. Realization of the deferred tax assets and net
operating loss carryforwards is dependent, in part, on
generating sufficient taxable income prior to expiration of the
loss carryforwards. If not utilized, the $1,540 will expire in
2027. There is no valuation allowance recorded on this deferred
tax asset as the Company believes it is more likely than not
that the asset will be utilized.
At February 29, 2008 and November 30, 2007, the
identified cost of investments for Federal income tax purposes
was $289,402 and $335,312, respectively. The cost basis of
investments includes a $591 and $635 reduction in basis
attributable to the Companys portion of the allocated
losses from its MLP investments at February 29, 2008 and
November 30, 2007, respectively. Gross unrealized
appreciation and depreciation of investments for Federal income
tax purposes were as follows:
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|
|
|
|
|
|
|
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February 29,
|
|
|
|
|
|
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2008
|
|
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November 30,
|
|
|
|
(Unaudited)
|
|
|
2007
|
|
|
Gross unrealized appreciation of investments
|
|
$
|
23,540
|
|
|
$
|
21,716
|
|
Gross unrealized depreciation of investments
|
|
|
(10,458
|
)
|
|
|
(5,308
|
)
|
|
|
|
|
|
|
|
|
|
Net unrealized appreciation before tax
|
|
$
|
13,082
|
|
|
$
|
16,408
|
|
|
|
|
|
|
|
|
|
|
For the three months ended February 29, 2008, the
Companys income tax expense was $2,683. The components of
income tax expense included $1,145 of net deferred income tax
benefit resulting from net investment loss, realized gains and
unrealized losses for the period and $3,828 of deferred income
tax expense resulting from the Companys conversion from a
RIC to a taxable corporation.
The Company adopted FIN 48 as of December 1, 2007,
and the adoption of the interpretation did not have a material
effect on the Companys net asset value. The Companys
policy is to classify interest and penalties associated with
underpayment of federal and state income taxes, if any, as
income tax expense on its Consolidated Statement of Operations.
As of February 29, 2008, the Company does not have any
interest or penalties associated with the underpayment of any
income taxes. All tax years since inception remain open and
subject to examination by tax jurisdictions.
Total income taxes are computed by applying the federal
statutory rate plus a blended state income tax rate. For the
three months ended February 29, 2008, the combined federal
and state rate for the Company is 37.2%. For the period, the
Companys overall effective tax rate of 88.1% is greater
than the combined tax rate of 37.2%, since certain unrealized
gains on investments at December 1, 2007 were not taxed
prior to the Companys conversion to a taxable corporation,
which was effective December 1, 2007.
For the three months ended February 28, 2007, the Company
recorded a deferred income tax benefit of $41 and deferred
income tax expense of $14 related to the investment activities
of the Companys taxable subsidiaries.
At November 30, 2007 when the Company was a RIC, it
reported the following components of distributable earnings.
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|
|
|
|
November 30,
|
|
|
|
2007
|
|
|
Undistributed ordinary income
|
|
$
|
|
|
Undistributed long-term capital gains
|
|
|
|
|
Net unrealized gains on investments
|
|
|
16,408
|
|
|
|
|
|
|
Total distributable earnings
|
|
$
|
16,408
|
|
|
|
|
|
|
22
KAYNE
ANDERSON ENERGY DEVELOPMENT COMPANY
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (CONTINUED)
(amounts in 000s, except per share amounts)
(UNAUDITED)
|
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5.
|
AGREEMENTS
AND AFFILIATIONS
|
A. Investment Management
Agreement The Company has entered into an
investment management agreement with KAFA under which the
Company has material future rights and commitments. Pursuant to
the investment management agreement, KAFA has agreed to serve as
investment adviser and provide significant managerial assistance
to portfolio companies to which the Company is required to
provide such assistance. Payments under the investment
management agreement include (1) a base management fee,
(2) an incentive fee, and (3) reimbursement of certain
expenses.
On July 10, 2007, the Company and KAFA entered into an
agreement wherein KAFA voluntarily agreed to waive the portion
of the management fee and any incentive fee under the investment
management agreement with respect to any investments made with
proceeds from borrowings under the Treasury Secured Revolving
Credit Facility (the Treasury Facility), which the
Company established on June 4, 2007. This agreement to
waive a portion of the management fee will terminate at the
earlier of the termination of the Treasury Facility or the
investment management agreement.
Base Management Fee. The Company pays an
amount equal on an annual basis to 1.75% of average total assets
to KAFA as compensation for services rendered. This amount is
payable each quarter after the end of the quarter. For purposes
of calculating the base management fee, the average total
assets for each quarterly period are determined by
averaging the total assets at the last day of that quarter with
the total assets at the last day of the prior quarter (or as of
the commencement of operations for the initial period if a
partial quarter). Total assets shall equal gross asset value
(which includes assets attributable to or proceeds from the use
of Leverage Instruments), minus the sum of accrued and unpaid
dividends and distributions on common stock and accrued and
unpaid dividends on preferred stock and accrued liabilities
(other than liabilities associated with leverage used by the
Company). Liabilities associated with leverage include the
principal amount of any borrowings, commercial paper or notes
that the Company may issue, the liquidation preference of
outstanding preferred stock, and other liabilities from other
forms of leverage such as short positions and put or call
options held or written by the Company.
During the first twelve months of the Companys investment
activities (from September 25, 2006 until
September 24, 2007), KAFA has contractually agreed to waive
or reimburse the Company for base management fees in an amount
equal on an annual basis to 0.50% of average total assets.
Incentive Fee. The incentive fee consists of
two parts. The first part of the incentive fee (the Net
Investment Income Fee), which is calculated and payable
quarterly in arrears, equals 20% of the excess, if any, of
Adjusted Net Investment Income for the quarter over a quarterly
hurdle rate equal to 1.875% (7.50% annualized) of average net
assets for the quarter. Average net assets is calculated by
averaging net assets at the last day of the quarter and at the
last day of such prior quarter or commencement of operations
(net assets is defined as total assets less total liabilities
(including liabilities associated with Leverage Instruments)
determined in accordance with GAAP.
For this purpose, Adjusted Net Investment Income
means interest income (including accrued interest that the
Company has not yet received in cash), dividend and distribution
income from equity investments (but excluding that portion of
cash distributions that are treated as a return of capital) and
any other income, including any other fees, such as commitment,
origination, syndication, structuring, diligence, monitoring and
consulting fees or other fees that the Company receives from
portfolio companies (other than fees for providing significant
managerial assistance to portfolio companies) accrued during the
fiscal quarter, minus operating expenses for the quarter
(including the base management fee, any interest expense,
dividends paid on issued and outstanding preferred stock, if
any, and any accrued income taxes related to net investment
income, but excluding the incentive fee). Adjusted Net
Investment Income does not include any realized capital gains,
realized capital losses or unrealized capital gains or losses.
Accordingly, the Company pays an incentive fee based partly on
accrued interest, the collection of which is uncertain or
deferred. Adjusted Net Investment Income includes, in the case
of
23
KAYNE
ANDERSON ENERGY DEVELOPMENT COMPANY
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (CONTINUED)
(amounts in 000s, except per share amounts)
(UNAUDITED)
investments with a deferred interest feature (such as original
issue discount, debt instruments with
payment-in-kind
interest and zero coupon securities), accrued income that the
Company has not yet received in cash. For example, accrued
interest, if any, on investments in zero coupon bonds (if any)
would be included in the calculation of the incentive fee, even
though the Company would not receive any cash interest payments
in respect of payment on the bond until its maturity date. Thus,
if the Company does not have sufficient liquid assets to pay
this incentive fee or dividends to stockholders, the Company may
be required to liquidate assets.
The second part of the incentive fee (the Capital Gains
Fee) is determined and payable in arrears as of the end of
each fiscal year (or upon termination of the investment
management agreement, as of the termination date), and equals
(1) 20% of (a) net realized capital gains (aggregate
realized capital gains less aggregate realized capital losses)
on a cumulative basis from the closing date of this offering to
the end of such fiscal year, less (b) any unrealized
capital losses at the end of such fiscal year based on the
valuation of each investment on the applicable calculation date
compared to its adjusted cost basis (such difference,
Adjusted Realized Capital Gains), less (2) the
aggregate amount of all Capital Gains Fees paid to KAFA in prior
fiscal years. The calculation of the Capital Gains Fee includes
any capital gains that result from the cash distributions that
are treated as a return of capital. In that regard, any such
return of capital is treated as a decrease in the cost basis of
an investment for purposes of calculating the Capital Gains Fee.
Realized capital gains on an investment are calculated as the
excess of the net amount realized from the sale or other
disposition of such security over the adjusted cost basis for
the security. Realized capital losses on a security are
calculated as the amount by which the net amount realized from
the sale or other disposition of such security is less than the
adjusted cost basis of such security. Unrealized capital loss on
a security is calculated as the amount by which the adjusted
cost basis of such security exceeds the fair value of such
security at the end of a fiscal year.
For the three months ended February 29, 2008, the Company
incurred $1,380 in base management fees and no incentive Capital
Gains Fees. For the three months ended February 28, 2007,
the Company paid $755 in base management fees, net of $303 in
fee waivers, accrued $177 in incentive Capital Gains Fees and
accrued $0 in Net Investment Income fees.
The Company does not pay a management fee or any incentive fee
with respect to any investments made under the Treasury
Facility. This Facility was terminated on January 31, 2008,
and all amounts of principal and interest were paid in full.
B. Portfolio Companies From time to
time, the Company may control or may be an
affiliate of one or more portfolio companies, each
as defined in the 1940 Act. In general, under the 1940 Act, the
Company would control a portfolio company if the
Company owned 25% or more of its outstanding voting securities
and would be an affiliate of a portfolio company if
the Company owned 5% or more of its outstanding voting
securities. The 1940 Act contains prohibitions and restrictions
relating to transactions between investment companies and their
affiliates (including the Companys investment adviser),
principal underwriters and affiliates of those affiliates or
underwriters.
The Company believes that there is significant ambiguity in the
application of existing SEC staff interpretations of the term
voting security to complex structures such as
limited partnership interests of the kind in which the Company
invests. As a result, it is possible that the SEC staff may
consider that certain securities investments in limited
partnerships are voting securities under the staffs
prevailing interpretations of this term. If such determination
is made, the Company may be regarded as a person affiliated with
and controlling the issuer(s) of those securities for purposes
of Section 17 of the 1940 Act.
In light of the ambiguity of the definition of voting
securities, the Company does not intend to treat any class of
securities that it holds as voting securities unless
the security holders of such class have the ability, under the
partnership agreement, to remove the general partner (assuming a
sufficient vote of such securities, other than
24
KAYNE
ANDERSON ENERGY DEVELOPMENT COMPANY
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (CONTINUED)
(amounts in 000s, except per share amounts)
(UNAUDITED)
securities held by the general partner, in favor of such
removal) or the Company has an economic interest of sufficient
size that otherwise gives it the de facto power to exercise a
controlling influence over the partnership. The Company believes
this treatment is appropriate given that the general partner
controls the partnership, and without the ability to remove the
general partner or the power to otherwise exercise a controlling
influence over the partnership due to the size of an economic
interest, the security holders have no control over the
partnership.
Affiliated
Investments.
Plains All American, L.P. Robert V.
Sinnott is a member of the Companys board of directors and
a senior executive of Kayne Anderson Capital Advisors, L.P.
(KACALP), the managing member of KAFA.
Mr. Sinnott also serves as a director on the board of
Plains All American GP LLC, the general partner of Plains All
American Pipeline, L.P. Members of senior management and various
advisory clients of KACALP and KAFA own units of Plains All
American GP LLC. Various advisory clients of KACALP and KAFA,
including the Company, own units in Plains All American
Pipeline, L.P. The Company believes that it may be an affiliate
of Plains All American, L.P. under federal securities laws.
Non-Affiliated
Investments.
The Company had the following portfolio investments at
February 29, 2008, among others, for which the Company
assessed its ability to control, or its status as an
affiliate of, such portfolio companies, as each term
is defined under the 1940 Act. As further described in the
following paragraphs, the Company believes that it does not
control and is not an affiliate of any
of the following portfolio companies.
Millennium Midstream Partners, LP At
February 29, 2008, the Company held approximately 39% of
the partnership interest of Millennium Midstream Partners, LP
(Millennium). One of the Companys Vice
Presidents serves as a director on the board of the general
partner for Millennium. The Company believes that it does not
control and is not an affiliate of
Millennium, each as defined in the 1940 Act. In this regard, the
Company believes that the securities of Millennium should not be
considered voting securities for purposes of the 1940 Act
because of the limited scope and character of the rights of such
securities. The Company also believes that neither the Company
nor its Vice President, acting alone as a director, has the
power to exercise a controlling influence over the management or
policies of this partnership or the general partner of
Millennium.
VantaCore Partners LP At February 29,
2008, the Company held approximately 23% of the partnership
interest of VantaCore Partners LP (VantaCore). One
of the Companys Vice Presidents serves as a director on
the board of the general partner for VantaCore. The Company
believes that it does not control and is not an
affiliate of VantaCore, each as defined in the 1940
Act. In this regard, the Company believes that the securities of
VantaCore should not be considered voting securities for
purposes of the 1940 Act because of the limited scope and
character of the rights of such securities. The Company also
believes that neither the Company nor its Vice President, acting
alone as a director, has the power to exercise a controlling
influence over the management or policies of this partnership or
the general partner of VantaCore.
Direct Fuels Partners, L.P. At
February 29, 2008, the Company held approximately 38% of
the partnership interest of Direct Fuels Partners, L.P.
(Direct Fuels). The Companys President and
Chief Executive Officer serves as a director on the board of the
general partner for Direct Fuels. The Company believes that it
does not control and is not an affiliate
of Direct Fuels, each as defined in the 1940 Act. In this
regard, the Company believes that the securities of Direct Fuels
should not be considered voting securities for purposes of the
1940 Act because of the limited scope and character of the
rights of such securities. The Company also believes that
neither the Company nor its President and Chief Executive
Officer, acting alone as a director, has the power to exercise a
controlling influence over the management or policies of this
partnership or the general partner of Direct Fuels.
25
KAYNE
ANDERSON ENERGY DEVELOPMENT COMPANY
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (CONTINUED)
(amounts in 000s, except per share amounts)
(UNAUDITED)
International Resource Partners LP At
February 29, 2008, the Company held approximately 28% of
the partnership interest of International Resource Partners LP
(IRI). The Company currently does not have a member
of its management team serving as a director on the board of the
general partner for IRI. The Company believes that it does not
control and is not an affiliate of IRI,
each as defined in the 1940 Act. In this regard, the Company
believes that the securities of IRI should not be considered
voting securities for purposes of the 1940 Act because of the
limited scope and character of the rights of such securities.
The Company also believes that the Company does not have the
power to exercise a controlling influence over the management or
policies of this partnership or the general partner of IRI.
C. Other Affiliations For the three
months ended February 29, 2008 and February 28, 2007,
KA Associates, Inc., an affiliate of KAFA, earned $0 and less
than $1, respectively, in brokerage commissions from portfolio
transactions executed on behalf of the Company.
|
|
6.
|
INVESTMENT
TRANSACTIONS
|
For the three months ended February 29, 2008, the Company
purchased and sold securities in the amount of $11,784 and
$52,151 (including $0 and $14,250 of U.S. Treasuries,
respectively, but excluding other short-term investments). For
the three months ended February 28, 2007, the Company
purchased and sold securities in the amount of $89,211 and
$15,358 (excluding short-term investments), respectively.
26
KAYNE
ANDERSON ENERGY DEVELOPMENT COMPANY
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (CONTINUED)
(amounts in 000s, except per share amounts)
(UNAUDITED)
From time to time, certain of the Companys investments may
be restricted as to resale. For instance, private investments
that are not registered under the Securities Act of 1933 and
cannot, as a result, be offered for public sale in a non-exempt
transaction without first being registered. In other cases,
certain of the Companys investments have restrictions such
as lock-up
agreements that preclude the Company from offering these
securities for public sale.
At February 29, 2008, the Company holds the following
restricted securities.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Units,
|
|
|
|
|
|
|
|
|
Fair
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrants, or
|
|
|
|
|
|
|
|
|
Value per
|
|
|
Percent
|
|
|
Percent
|
|
|
|
|
|
Type of
|
|
Principal ($)
|
|
|
Cost
|
|
|
Fair
|
|
|
Unit/
|
|
|
of Net
|
|
|
of Total
|
|
Investment
|
|
Security
|
|
Restriction
|
|
(in 000s)
|
|
|
Basis
|
|
|
Value
|
|
|
Warrant
|
|
|
Assets
|
|
|
Assets
|
|
|
Direct Fuels Partners, L.P.
|
|
Class B
Common Units(1)
|
|
(2)
|
|
|
2,500
|
|
|
$
|
42,984
|
|
|
$
|
48,300
|
|
|
$
|
19.32
|
|
|
|
20.5
|
%
|
|
|
15.5
|
%
|
Direct Fuels Partners, L.P.
|
|
Class A Warrants(1)
|
|
(2)
|
|
|
2,500
|
|
|
|
4,700
|
|
|
|
4,200
|
|
|
|
1.68
|
|
|
|
1.8
|
|
|
|
1.4
|
|
International Resource Partners LP
|
|
Class A
Common Units(1)
|
|
(2)
|
|
|
1,500
|
|
|
|
28,794
|
|
|
|
30,000
|
|
|
|
20.00
|
|
|
|
12.8
|
|
|
|
9.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Millennium Midstream Partners, LP
|
|
Class A
Common Units(1)
|
|
(2)
|
|
|
2,375
|
|
|
|
43,546
|
|
|
|
51,063
|
|
|
|
21.50
|
|
|
|
21.7
|
|
|
|
16.4
|
|
ProPetro Services, Inc.
|
|
Warrants(1)
|
|
(2)
|
|
|
2,905
|
|
|
|
2,469
|
|
|
|
84
|
|
|
|
0.03
|
|
|
|
0.0
|
|
|
|
0.0
|
|
ProPetro Services, Inc.
|
|
Term Loan(1)
|
|
(2)
|
|
$
|
35,000
|
|
|
|
32,182
|
|
|
|
30,081
|
|
|
|
n/a
|
|
|
|
12.8
|
|
|
|
9.7
|
|
Quest Midstream Partners, L.P.
|
|
Common Units(1)
|
|
(2)
|
|
|
350
|
|
|
|
6,901
|
|
|
|
6,650
|
|
|
|
19.00
|
|
|
|
2.8
|
|
|
|
2.1
|
|
VantaCore Partners LP
|
|
Common Units(1)
|
|
(2)
|
|
|
441
|
|
|
|
8,581
|
|
|
|
8,825
|
|
|
|
20.00
|
|
|
|
3.8
|
|
|
|
2.8
|
|
VantaCore Partners LP
|
|
Term Loan(1)
|
|
(2)
|
|
$
|
7,500
|
|
|
|
7,500
|
|
|
|
7,500
|
|
|
|
n/a
|
|
|
|
3.2
|
|
|
|
2.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total of securities valued by the board of directors
|
|
$
|
177,657
|
|
|
$
|
186,703
|
|
|
|
|
|
|
|
79.4
|
%
|
|
|
60.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CDX Funding, LLC
|
|
Term Loan(3)
|
|
(2)(4)
|
|
$
|
2,550
|
|
|
$
|
2,604
|
|
|
$
|
2,295
|
|
|
|
n/a
|
|
|
|
1.0
|
%
|
|
|
0.7
|
%
|
Dresser, Inc.
|
|
Term Loan(3)
|
|
(2)(4)
|
|
$
|
5,000
|
|
|
|
4,782
|
|
|
|
4,350
|
|
|
|
n/a
|
|
|
|
1.8
|
|
|
|
1.4
|
|
Seitel, Inc.
|
|
Corporate Bond(3)
|
|
(2)
|
|
$
|
2,000
|
|
|
|
1,975
|
|
|
|
1,660
|
|
|
|
n/a
|
|
|
|
0.7
|
|
|
|
0.5
|
|
SemGroup, L.P.
|
|
Corporate Bond(3)
|
|
(2)
|
|
$
|
9,000
|
|
|
|
8,935
|
|
|
|
8,370
|
|
|
|
n/a
|
|
|
|
3.6
|
|
|
|
2.7
|
|
Stallion Oilfield Services Ltd.
|
|
Term Loan(3)
|
|
(2)(4)
|
|
$
|
5,000
|
|
|
|
4,910
|
|
|
|
4,225
|
|
|
|
n/a
|
|
|
|
1.8
|
|
|
|
1.4
|
|
Targa Resources, Inc.
|
|
Corporate Bond(3)
|
|
(2)
|
|
$
|
4,580
|
|
|
|
4,606
|
|
|
|
4,248
|
|
|
|
n/a
|
|
|
|
1.8
|
|
|
|
1.4
|
|
Trident Resources Corp.
|
|
Warrants(3)
|
|
(2)(4)
|
|
|
100
|
|
|
|
411
|
|
|
|
75
|
|
|
$
|
0.75
|
|
|
|
0.0
|
|
|
|
0.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total of securities valued by prices provided by market maker or
independent pricing service
|
|
$
|
28,223
|
|
|
$
|
25,223
|
|
|
|
|
|
|
|
10.7
|
%
|
|
|
8.1
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total of all restricted securities
|
|
$
|
205,880
|
|
|
$
|
211,926
|
|
|
|
|
|
|
|
90.1
|
%
|
|
|
68.1
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Restricted security that represents Level 3 categorization
under SFAS No. 157 where reliable market quotes are
not readily available. Security is valued in accordance with the
procedures established by the board of directors as more fully
described in Note 2 Significant Accounting
Policies. |
|
(2) |
|
Unregistered security of a private company. |
|
(3) |
|
Restricted security that represents Level 2 categorization
under SFAS No. 157. Security is valued using prices
provided by a principal market maker, syndicate bank or an
independent pricing service as more fully described in
Note 2 Significant Accounting Policies. |
|
(4) |
|
Corporate bank loan or equity warrant with a fair market value
determined by the mean of the bid and ask prices provided by a
syndicate bank or principal market maker. These securities have
limited trading volume and are not listed on a national
exchange. The syndicate bank or principal market maker is the
active exchange for such security. |
27
KAYNE
ANDERSON ENERGY DEVELOPMENT COMPANY
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (CONTINUED)
(amounts in 000s, except per share amounts)
(UNAUDITED)
At November 30, 2007, the Company holds the following
restricted securities.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Units,
|
|
|
|
|
|
|
|
|
Fair
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrants, or
|
|
|
|
|
|
|
|
|
Value per
|
|
|
Percent
|
|
|
Percent
|
|
|
|
|
|
Type of
|
|
Principal ($)
|
|
|
|
|
|
Fair
|
|
|
Unit/
|
|
|
of Net
|
|
|
of Total
|
|
Investment
|
|
Security
|
|
Restriction
|
|
(in 000s)
|
|
|
Cost Basis
|
|
|
Value
|
|
|
Warrant
|
|
|
Assets
|
|
|
Assets
|
|
|
Atlas Energy Resources, LLC
|
|
Common Units(1)
|
|
(2)(3)(4)
|
|
|
91
|
|
|
$
|
2,211
|
|
|
$
|
2,706
|
|
|
$
|
29.72
|
|
|
|
1.1
|
%
|
|
|
0.8
|
%
|
Atlas Energy Resources, LLC
|
|
Common Units(1)
|
|
(2)(3)
|
|
|
40
|
|
|
|
995
|
|
|
|
1,199
|
|
|
|
30.15
|
|
|
|
0.5
|
|
|
|
0.3
|
|
BreitBurn Energy Partners L.P.
|
|
Common Units(1)
|
|
(3)
|
|
|
73
|
|
|
|
2,271
|
|
|
|
2,102
|
|
|
|
28.89
|
|
|
|
0.9
|
|
|
|
0.6
|
|
Constellation Energy Partners LLC
|
|
Common Units(1)
|
|
(2)(3)(5)
|
|
|
36
|
|
|
|
1,236
|
|
|
|
1,217
|
|
|
|
33.40
|
|
|
|
0.5
|
|
|
|
0.3
|
|
Constellation Energy Partners LLC
|
|
Common Units(1)
|
|
(2)(3)
|
|
|
29
|
|
|
|
1,001
|
|
|
|
967
|
|
|
|
33.56
|
|
|
|
0.5
|
|
|
|
0.3
|
|
Copano Energy, L.L.C.
|
|
Common Units(1)
|
|
(2)(3)
|
|
|
72
|
|
|
|
2,500
|
|
|
|
2,590
|
|
|
|
35.91
|
|
|
|
1.1
|
|
|
|
0.7
|
|
Direct Fuels Partners, L.P.
|
|
Class B
Common Units(1)
|
|
(6)
|
|
|
2,500
|
|
|
|
44,109
|
|
|
|
46,675
|
|
|
|
18.67
|
|
|
|
19.0
|
|
|
|
13.1
|
|
Direct Fuels Partners, L.P.
|
|
Class A Warrants(1)
|
|
(6)
|
|
|
2,500
|
|
|
|
4,700
|
|
|
|
4,575
|
|
|
|
1.83
|
|
|
|
1.9
|
|
|
|
1.3
|
|
International Resource Partners LP
|
|
Class A
Common Units(1)
|
|
(6)
|
|
|
1,500
|
|
|
|
29,393
|
|
|
|
30,000
|
|
|
|
20.00
|
|
|
|
12.2
|
|
|
|
8.4
|
|
Millennium Midstream Partners, LP
|
|
Class B
Common Units(1)
|
|
(6)
|
|
|
2,375
|
|
|
|
40,635
|
|
|
|
44,223
|
|
|
|
18.62
|
|
|
|
18.0
|
|
|
|
12.4
|
|
Millennium Midstream Partners, LP
|
|
Class A Warrants(1)
|
|
(6)
|
|
|
2,375
|
|
|
|
3,919
|
|
|
|
3,278
|
|
|
|
1.38
|
|
|
|
1.3
|
|
|
|
0.9
|
|
ProPetro Services, Inc.
|
|
Warrants(1)
|
|
(6)
|
|
|
2,905
|
|
|
|
2,469
|
|
|
|
109
|
|
|
|
0.04
|
|
|
|
0.0
|
|
|
|
0.0
|
|
ProPetro Services, Inc.
|
|
Term Loan(1)
|
|
(6)
|
|
$
|
35,000
|
|
|
|
32,092
|
|
|
|
34,326
|
|
|
|
n/a
|
|
|
|
14.0
|
|
|
|
9.7
|
|
Quest Midstream Partners, L.P.
|
|
Common Units(1)
|
|
(6)
|
|
|
350
|
|
|
|
7,000
|
|
|
|
7,000
|
|
|
|
20.00
|
|
|
|
2.9
|
|
|
|
2.1
|
|
VantaCore Partners LP
|
|
Common Units(1)
|
|
(2)(6)
|
|
|
91
|
|
|
|
1,770
|
|
|
|
1,916
|
|
|
|
21.00
|
|
|
|
0.8
|
|
|
|
0.5
|
|
VantaCore Partners LP
|
|
Convertible Note(1)
|
|
(6)
|
|
$
|
7,000
|
|
|
|
7,030
|
|
|
|
7,350
|
|
|
|
n/a
|
|
|
|
3.0
|
|
|
|
2.1
|
|
VantaCore Partners LP
|
|
Term Loan(1)
|
|
(6)
|
|
$
|
7,500
|
|
|
|
7,500
|
|
|
|
7,500
|
|
|
|
n/a
|
|
|
|
3.0
|
|
|
|
2.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total of securities valued by the board of directors
|
|
$
|
190,831
|
|
|
$
|
197,733
|
|
|
|
|
|
|
|
80.7
|
%
|
|
|
55.6
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beryl Oil and Gas LP
|
|
Term Loan(7)
|
|
(6)(8)
|
|
$
|
2,933
|
|
|
$
|
2,960
|
|
|
$
|
2,890
|
|
|
|
n/a
|
|
|
|
1.2
|
%
|
|
|
0.8
|
%
|
CDX Funding, LLC
|
|
Term Loan(7)
|
|
(6)(8)
|
|
$
|
4,550
|
|
|
|
4,645
|
|
|
|
4,345
|
|
|
|
n/a
|
|
|
|
1.8
|
|
|
|
1.2
|
|
Dresser, Inc.
|
|
Term Loan(7)
|
|
(6)(8)
|
|
$
|
5,000
|
|
|
|
4,775
|
|
|
|
4,800
|
|
|
|
n/a
|
|
|
|
2.0
|
|
|
|
1.4
|
|
Knight, Inc.
|
|
Preferred Stock(7)
|
|
(6)
|
|
|
5
|
|
|
|
5,031
|
|
|
|
4,965
|
|
|
|
n/a
|
|
|
|
2.0
|
|
|
|
1.4
|
|
SandRidge Energy Inc.
|
|
Bridge Loan(7)
|
|
(6)(8)
|
|
$
|
5,700
|
|
|
|
5,699
|
|
|
|
5,700
|
|
|
|
n/a
|
|
|
|
2.3
|
|
|
|
1.6
|
|
Seitel, Inc.
|
|
Corporate Bond(7)
|
|
(6)
|
|
$
|
2,000
|
|
|
|
1,972
|
|
|
|
1,730
|
|
|
|
n/a
|
|
|
|
0.7
|
|
|
|
0.5
|
|
SemGroup, L.P.
|
|
Corporate Bond(7)
|
|
(6)
|
|
$
|
9,000
|
|
|
|
8,935
|
|
|
|
8,595
|
|
|
|
n/a
|
|
|
|
3.5
|
|
|
|
2.4
|
|
Stallion Oilfield Services Ltd.
|
|
Term Loan(7)
|
|
(6)(8)
|
|
$
|
5,000
|
|
|
|
4,906
|
|
|
|
4,925
|
|
|
|
n/a
|
|
|
|
2.0
|
|
|
|
1.4
|
|
Targa Resources, Inc.
|
|
Corporate Bond(7)
|
|
(6)
|
|
$
|
4,580
|
|
|
|
4,604
|
|
|
|
4,488
|
|
|
|
n/a
|
|
|
|
1.8
|
|
|
|
1.3
|
|
Targa Resources, Inc.
|
|
Letter of Credit(7)
|
|
(6)(8)
|
|
$
|
1,664
|
|
|
|
1,660
|
|
|
|
1,637
|
|
|
|
n/a
|
|
|
|
0.7
|
|
|
|
0.5
|
|
Targa Resources, Inc.
|
|
Term Loan(7)
|
|
(6)(8)
|
|
$
|
2,983
|
|
|
|
3,001
|
|
|
|
2,934
|
|
|
|
n/a
|
|
|
|
1.2
|
|
|
|
0.8
|
|
Trident Resources Corp.
|
|
Warrants(7)
|
|
(6)(8)
|
|
|
100
|
|
|
|
411
|
|
|
|
75
|
|
|
$
|
0.75
|
|
|
|
0.0
|
|
|
|
0.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total of securities valued by prices provided by market maker or
independent pricing service
|
|
$
|
48,599
|
|
|
$
|
47,084
|
|
|
|
|
|
|
|
19.2
|
%
|
|
|
13.3
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total of all restricted securities
|
|
$
|
239,430
|
|
|
$
|
244,817
|
|
|
|
|
|
|
|
99.9
|
%
|
|
|
68.9
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Restricted security where reliable market quotes are not readily
available. Security is valued in accordance with the procedures
established by the board of directors as more fully described in
Note 2 Significant Accounting Policies. |
|
(2) |
|
Security subject to
lock-up
agreement. |
|
(3) |
|
Security of a publicly-traded company that is unregistered. |
|
(4) |
|
These exchange listed Common Units were converted from
Class D units on November 14, 2007. |
|
(5) |
|
These exchange listed Common Units were converted from
Class F units on November 12, 2007. |
|
(6) |
|
Unregistered security of a private company. |
|
(7) |
|
Restricted security that is valued using prices provided by a
principal market maker, syndicate bank or an independent pricing
service as more fully described in Note 2
Significant Accounting Policies. |
28
KAYNE
ANDERSON ENERGY DEVELOPMENT COMPANY
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (CONTINUED)
(amounts in 000s, except per share amounts)
(UNAUDITED)
|
|
|
(8) |
|
Corporate bank loan or equity warrant with a fair market value
determined by the mean of the bid and ask prices provided by a
syndicate bank or principal market maker. These securities have
limited trading volume and are not listed on a national
exchange. The syndicate bank or principal market maker is the
active exchange for such security. |
|
|
8.
|
SENIOR
SECURED AND TREASURY SECURED REVOLVING CREDIT
FACILITIES
|
On June 4, 2007, the Company established two credit
facilities, each with a three-year term totaling $200,000. The
first facility, the Senior Secured Revolving Credit Facility
(the Investment Facility) has initial availability
of $100,000 with the ability to increase availability to
$250,000. Interest on the Investment Facility will be charged at
LIBOR plus 125 basis points or the prime rate plus
25 basis points. The second facility, the Treasury Secured
Revolving Credit Facility (the Treasury Facility)
permitted the Company to borrow up to $100,000 and invest the
proceeds in U.S. government securities. Interest on the
Treasury Facility was charged at LIBOR plus 20 basis points
or the prime rate.
On January 31, 2008, the Company terminated its Treasury
Facility. All amounts of principal and interest were paid in
full, and the Company sold its U.S. Treasury Bills, which
were held as collateral for the amount outstanding under the
Treasury Facility.
On February 21, 2008, the Company amended its Investment
Facility as a result of its announcement that it would no longer
be treated as a RIC under the Code and that it will be taxed as
a corporation for the fiscal year ended November 30, 2008
and for future fiscal years. The amendment removed the
Companys requirement to maintain its RIC status and
modified certain other terms in accordance with the
Companys intention to be taxed as a corporation.
Investment Facility The obligations under the
Investment Facility are collateralized by substantially all of
the Companys assets (excluding investments in
U.S. government securities), and are guaranteed by any of
the Companys future subsidiaries, other than special
purpose subsidiaries. The Investment Facility contains
affirmative and reporting covenants and certain financial ratio
and restrictive covenants, including: (a) maintaining a
ratio, on a consolidated basis, of total assets (excluding
collateral under the Treasury Facility) less liabilities (other
than indebtedness) to aggregate indebtedness (excluding
indebtedness under the Treasury Facility and non-recourse
indebtedness of special purpose subsidiaries) of the Company and
its subsidiaries, of not less than 2.50:1.0,
(b) maintaining the value of the portion of the
Companys portfolio that can be converted into cash within
specified time periods and valuations at no less than 10% of the
principal amount outstanding under the Investment Facility (less
fully cash collateralized letters of credit) during any period
when adjusted outstanding principal amounts exceed a specified
threshold percentage of the Companys adjusted borrowing
base, (c) maintaining consolidated net assets at each
fiscal quarter end of not less than the greater of: 40% of the
consolidated total assets of the Company and its subsidiaries,
and $100,000 plus 25% of the net proceeds from any sales of
equity securities by the Company and its subsidiaries subsequent
to the closing of the Investment Facility, (d) limitations
on additional indebtedness, (e) limitations on liens,
(f) limitations on mergers and other fundamental changes,
(g) limitations on dividends and other specified restricted
payments, (h) limitations on disposition of assets,
(i) limitations on transactions with affiliates,
(j) limitations on agreements that prohibit liens on
properties of the Company and its subsidiaries,
(k) limitations on sale and leaseback transactions,
(l) limitations on specified hedging transactions,
(m) limitations on changes in accounting treatment and
reporting practices, (n) limitations on specified
amendments to the Companys investment management agreement
during the continuance of a default, (o) limitations on the
aggregate amount of unfunded commitments, and
(p) limitations on establishing deposit, securities or
similar accounts not subject to control agreements in favor of
the lenders. The Investment Facility also contains customary
representations and warranties and events of default.
29
KAYNE
ANDERSON ENERGY DEVELOPMENT COMPANY
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (CONTINUED)
(amounts in 000s, except per share amounts)
(UNAUDITED)
As of February 29, 2008, the Company had $67,500 of
borrowings under its Investment Facility at a weighted average
interest rate of 4.38%. At February 29, 2008, the Company
was in compliance with all financial and operational covenants
required by the Investment Facility.
The following is a schedule of financial highlights for the
three months ended February 29, 2008, the year ended
November 30, 2007 and the period September 21, 2006
(inception) to November 30, 2006.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
February 29,
|
|
|
|
|
|
|
|
|
|
2008
|
|
|
November 30,
|
|
|
November 30,
|
|
|
|
(Unaudited)
|
|
|
2007
|
|
|
2006
|
|
|
Per Share of Common Stock
|
|
|
|
|
|
|
|
|
|
|
|
|
Net asset value, beginning of period
|
|
$
|
24.39
|
|
|
$
|
24.19
|
|
|
$
|
23.32
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (Loss) from
Operations(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income (loss)
|
|
|
(0.06
|
)
|
|
|
0.36
|
|
|
|
0.09
|
|
Net realized and unrealized gain (loss) on investments
|
|
|
(0.13
|
)
|
|
|
1.18
|
|
|
|
0.78
|
|
Net change in unrealized losses conversion to
taxable corporation
|
|
|
(0.38
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total income (loss) from investment operations
|
|
|
(0.57
|
)
|
|
|
1.54
|
|
|
|
0.87
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends and
Distributions(2)(3)
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends
|
|
|
(0.07
|
)
|
|
|
(0.95
|
)
|
|
|
|
|
Distributions from net realized long-term capital gains
|
|
|
|
|
|
|
(0.15
|
)
|
|
|
|
|
Distributions return of capital
|
|
|
(0.34
|
)
|
|
|
(0.24
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Dividends and Distributions
|
|
|
(0.41
|
)
|
|
|
(1.34
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net asset value, end of period
|
|
$
|
23.41
|
|
|
$
|
24.39
|
|
|
$
|
24.19
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Market value per share, end of period
|
|
$
|
23.76
|
|
|
$
|
23.14
|
|
|
$
|
22.32
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total investment return based on market
value(4)
|
|
|
4.6
|
%
|
|
|
9.3
|
%
|
|
|
(10.7
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental Data and
Ratios(5)
|
|
|
|
|
|
|
|
|
|
|
|
|
Net assets, end of period
|
|
$
|
235,284
|
|
|
$
|
245,133
|
|
|
$
|
241,914
|
|
Ratio of expenses to average net assets, including investment
management fee waivers and deferred income taxes
|
|
|
10.9
|
%
|
|
|
4.2
|
%
|
|
|
2.6
|
%
|
Ratio of expenses to average net assets, excluding investment
management fee waivers and deferred income taxes
|
|
|
6.3
|
%
|
|
|
3.8
|
%
|
|
|
3.1
|
%
|
Ratio of expenses to average net assets, excluding investment
management fee waivers, deferred income taxes and interest
expense
|
|
|
3.4
|
%
|
|
|
2.8
|
%
|
|
|
3.1
|
%
|
Ratio of net investment income (loss) to average net assets
|
|
|
(1.1
|
)%
|
|
|
1.5
|
%
|
|
|
1.9
|
%
|
Net increase (decrease) in net assets resulting from operations
to average net assets
|
|
|
(2.4
|
)%(6)
|
|
|
6.2
|
%
|
|
|
3.7
|
%(6)
|
Portfolio turnover rate
|
|
|
3.8
|
%(7)
|
|
|
28.8
|
%(7)
|
|
|
5.6
|
%(7)
|
Average amount of borrowings outstanding under the Credit
Facilities
|
|
$
|
90,962
|
|
|
$
|
32,584
|
|
|
|
|
|
Average amount of borrowings outstanding per share of common
stock during the period
|
|
$
|
9.05
|
|
|
$
|
3.25
|
|
|
|
|
|
30
KAYNE
ANDERSON ENERGY DEVELOPMENT COMPANY
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (CONCLUDED)
(amounts in 000s, except share, warrant, right and per
share amounts)
(UNAUDITED)
|
|
|
(1) |
|
Based on average shares of common stock of 10,050,446 for the
three months ended February 29, 2008, 10,014,496 for the
year ended November 30, 2007 and 10,000,060 for the period
of September 21, 2006 through November 30, 2006. |
|
(2) |
|
The information presented in this item is a current estimate of
the characterization of a portion of the total dividends paid to
common stockholders for the three months ended February 29,
2008. The estimate is based on the Companys operating
results during the period. |
|
(3) |
|
The information presented in each of these items is a
characterization of a portion of the total dividends paid to
common stockholders for the fiscal year ended November 30,
2007 as either dividends (ordinary income) or distributions
(long-term capital gains or return of capital). This
characterization is based on the Companys earnings and
profits. |
|
(4) |
|
Not annualized for the three months ended February 29, 2008
and for the period September 21, 2006 through
November 30, 2006. Total investment return is calculated
assuming a purchase of common stock at the market price on the
first day and a sale at the current market price on the last day
of the period reported. The calculation also assumes
reinvestment of dividends, if any, at actual prices pursuant to
the Companys dividend reinvestment plan. |
|
(5) |
|
Unless otherwise noted, ratios are annualized. |
|
(6) |
|
Not annualized. |
|
(7) |
|
Not annualized for the three months ended February 29, 2008
and for the period September 21, 2006 through
November 30, 2006. For the three months ended
February 29, 2008, calculated based on the purchases of
long-term investments of $11,784 divided by the quarterly
average long-term investment balance of $310,564. For the fiscal
year ended November 30, 2007, calculated based on the sales
of long-term investments of $64,736 divided by the quarterly
average long-term investment balance of $224,548. For the period
September 21, 2006 through November 30, 2006,
calculated based on the sales of long-term investments of $3,153
divided by the quarterly average long-term investment balance of
$56,730. |
The Company has 200,000,000 shares of common stock
authorized. There were no transactions in common shares for the
three months ended February 29, 2008, and shares
outstanding at both February 29, 2008 and November 30,
2007 totaled 10,050,446.
11. SUBSEQUENT
EVENT
On April 8, 2008, the Company declared its quarterly
dividend of $0.415 per common share for the period
December 1, 2007 through February 29, 2008. The
dividend will be payable on May 1, 2008 to shareholders of
record on April 18, 2008.
31
ITEM 2. MANAGEMENTS
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS.
The following discussions should be read together with the
unaudited consolidated financial statements and the notes
thereto included in this report and with the audited
consolidated financial statements and notes thereto included in
our Annual Report on
Form 10-K.
Forward-Looking
Statements
Certain statements in this
Form 10-Q
include statements reflecting assumptions, expectations,
projections, intentions or beliefs about future events that are
intended as forward-looking statements. These
statements represent our reasonable judgment on the future based
on various factors and using numerous assumptions and are
subject to known and unknown risks, uncertainties, and other
factors that could cause our actual results to differ materially
from those contemplated by the statements. You can identify
these statements by the fact that they do not relate strictly to
historical or current facts. They use words such as
anticipate, estimate,
project, forecast, plan,
may, will, should,
expect and other words of similar meaning. In
particular, these include, but are not limited to, statements
relating to the following:
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|
|
|
|
Our future operating results;
|
|
|
|
Our business prospects and the prospects of our portfolio
companies and their ability to achieve their objectives;
|
|
|
|
Our ability to make investments consistent with our investment
objective;
|
|
|
|
The impact of investments that we expect to make;
|
|
|
|
Our contractual arrangements and relationships with third
parties;
|
|
|
|
The dependence of our future success on the general economy and
its impact on the energy industry;
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|
|
|
Our expected debt and equity financings and investments;
|
|
|
|
The adequacy of our cash resources and working capital; and
|
|
|
|
The timing of cash flows, if any, from the operations of our
portfolio companies.
|
We undertake no obligation to update or revise any
forward-looking statements made herein.
Overview
Kayne Anderson Energy Development Company (we,
us, and our) is a non-diversified,
closed-end management investment company organized under the
laws of the State of Maryland that has elected to be treated as
a business development company (BDC)
under the Investment Company Act of 1940, as amended (1940
Act). Prior to December 1, 2007, we elected to be
treated as a regulated investment company (RIC) for
tax purposes under the Internal Revenue Code of 1986, as amended
(the Code).
On January 22, 2008, we announced that we no longer intend
to be treated as a RIC under the Code. As a result of this
change, we will be taxed as a corporation for our fiscal year
ended November 30, 2008 and for future fiscal years, paying
federal and applicable state corporate taxes on our taxable
income and capital gains. We will continue to be regulated as a
BDC under the 1940 Act.
Our operations will continue to be externally managed and
advised by our investment adviser, KA Fund Advisors, LLC
(KAFA), pursuant to an investment management
agreement. We invest primarily in energy companies that are not
publicly traded (private). Our primary investment
objective is to generate both current income and capital
appreciation primarily through debt and equity investments. We
will seek to achieve this objective by investing at least 80% of
our net assets together with the proceeds of any borrowings (our
total assets) in securities of companies that derive
the majority of their revenue from activities in the energy
industry (Energy Companies), including:
(a) Midstream Energy Companies, which are businesses that
operate assets used to gather, transport, process, treat,
terminal and store natural gas, natural gas liquids, propane,
crude oil or refined petroleum
32
products; (b) Upstream Energy Companies, which are
businesses engaged in the exploration, extraction and production
of natural resources, including natural gas, natural gas liquids
and crude oil, from onshore and offshore geological reservoirs;
and (c) Other Energy Companies, which are businesses
engaged in owning, leasing, managing, producing, processing and
sale of coal and coal reserves; the marine transportation of
crude oil, refined petroleum products, liquefied natural gas, as
well as other energy-related natural resources using tank
vessels and bulk carriers; and refining, marketing and
distributing refined energy products, such as motor gasoline and
propane to retail customers and industrial end-users.
A key focus area for our investments in the energy industry will
continue to be equity and debt investments in Midstream Energy
Companies structured as limited partnerships. We also expect to
evaluate equity and debt investments in Other Energy Companies,
and debt investments in Upstream Energy Companies. We refer to
these investments as our Targeted Investments. Under
current market conditions, we expect that our Targeted
Investments will generally range in size from $10 million
to $60 million, although a few investments may be in excess
of this range.
We seek to enhance our total returns through the use of
leverage, which may include the issuance of shares of preferred
stock, commercial paper or notes and other borrowings, including
borrowings under our credit facilities. We currently expect to
use leverage in an aggregate amount equal to 30% of our total
assets, which includes assets obtained through such leverage.
Portfolio
and Investment Activity
Our investments as of February 29, 2008 were comprised of
equity securities of $231.7 million and fixed income
investments of $62.7 million. Included in the equity
securities were $4.4 million invested in warrants. All of
our fixed income investments were in eight private Energy
Companies.
Certain of our fixed income securities accrue interest at
variable rates determined on a basis of a benchmark, such as
LIBOR, or the prime rate, with stated maturities at origination
that typically range from 5 to 10 years. Other fixed income
investments accrue interest at fixed rates. As of
February 29, 2008, 77% or $48.4 million of our
interest-bearing portfolio is floating rate debt and 23% or
$14.3 million is fixed rate debt.
When the Company elected to no longer be treated as a RIC, it
expected to increase its investment in private MLPs and to
decrease its holdings in second lien debt investments.
Consistent with this strategy, the Company began to reconfigure
its portfolio during the three months ended February 29,
2008 as shown in the table below:
|
|
|
|
|
|
|
|
|
|
|
Percent of Long-Term Investments
|
|
|
|
February 29,
|
|
|
November 30,
|
|
|
|
2008
|
|
|
2007
|
|
|
Publicly Traded MLP and MLP Affiliate
|
|
|
28.0
|
%
|
|
|
28.4
|
%
|
Private MLP
|
|
|
50.6
|
%
|
|
|
42.1
|
%
|
Other Private Equity
|
|
|
0.1
|
%
|
|
|
1.6
|
%
|
Fixed Income Investments
|
|
|
21.3
|
%
|
|
|
27.9
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
100.0
|
%
|
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
|
The Company sold certain of its fixed income investments to
minimize its interest income, while meeting the BDC test
requiring that 70% of the Companys total assets be
invested in eligible portfolio companies, generally
defined as private companies with a principal place of business
in the United States.
During the quarter, the Company also exercised its Millennium
Midstream Partners, L.P. warrants converting its Class B
units to Class A units, and converted its Subordinated
Convertible Note at VantaCore Partners LP into common units.
Each of these actions was taken pursuant to the conversion of
the Company to a taxable corporation.
33
Our
Top Ten Portfolio Investments as of February 29,
2008
Listed below are our top ten portfolio investments as of
February 29, 2008, represented as a percentage of our total
assets(1).
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|
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|
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|
|
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|
|
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|
Percent
|
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|
Public/
|
|
|
|
Amount
|
|
|
of Total
|
|
|
|
Investment
|
|
Private
|
|
Sector
|
|
($ in millions)
|
|
|
Assets
|
|
|
|
1.
|
|
|
Direct Fuels Partners,
L.P.(2)
|
|
Private
|
|
Midstream Specialty
Refining and Distribution
|
|
$
|
52.5
|
|
|
|
16.9
|
%
|
|
2.
|
|
|
Millennium Midstream Partners,
LP(3)
|
|
Private
|
|
Midstream Gas Gathering
and Processing
|
|
|
51.1
|
|
|
|
16.4
|
|
|
3.
|
|
|
ProPetro Services,
Inc.(4)
|
|
Private
|
|
Oilfield Services
|
|
|
30.2
|
|
|
|
9.7
|
|
|
4.
|
|
|
International Resource Partners
LP(5)
|
|
Private
|
|
Coal
|
|
|
30.0
|
|
|
|
9.7
|
|
|
5.
|
|
|
VantaCore Partners
LP(6)
|
|
Private
|
|
Aggregates and Mining
|
|
|
16.3
|
|
|
|
5.3
|
|
|
6.
|
|
|
SemGroup, L.P.
|
|
Private
|
|
Midstream
|
|
|
8.4
|
|
|
|
2.7
|
|
|
7.
|
|
|
Quest Midstream Partners,
L.P.(7)
|
|
Private
|
|
Midstream
|
|
|
6.6
|
|
|
|
2.1
|
|
|
8.
|
|
|
Enterprise Products Partners L.P.
|
|
Public
|
|
Midstream
|
|
|
6.5
|
|
|
|
2.1
|
|
|
9.
|
|
|
ONEOK Partners, L.P.
|
|
Public
|
|
Midstream
|
|
|
5.6
|
|
|
|
1.8
|
|
|
10.
|
|
|
Plains All American Pipeline, L.P.
|
|
Public
|
|
Midstream
|
|
|
4.9
|
|
|
|
1.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL
|
|
$
|
212.1
|
|
|
|
68.3
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Total assets were $310.7 million as of February 29,
2008. |
|
(2) |
|
Our investment in Direct Fuels Partners, L.P. includes 2,500,000
Class B common units, which represents a 38% limited
partnership interest, 2,500,000 Class A warrants and 200
incentive distribution rights. |
|
(3) |
|
Our investment in Millennium Midstream Partners, LP includes
2,375,000 Class A common units, which represents a 39%
limited partnership interest, and 212 incentive distribution
rights. |
|
(4) |
|
Our investment in ProPetro Services, Inc. includes a senior
secured second lien term loan ($30.1 million) and 2,904,620
warrants ($0.1 million). |
|
(5) |
|
Our investment in International Resource Partners LP includes
1,500,000 Class A common units, which represents a 28%
limited partnership interest and 10 incentive distribution
rights. |
|
(6) |
|
Our investment in VantaCore Partners LP includes a senior
secured second lien term loan ($7.5 million) and 441,250
common units ($8.8 million), which represents a 23% limited
partnership interest, and 1,422 incentive distribution rights. |
|
(7) |
|
Our investment in Quest Midstream Partners, L.P. includes
350,000 common units, which represents a 2.5% limited
partnership interest. |
Results
of Operations For the three months ended
February 29, 2008
Set forth below is an explanation of our results of operations
for the three months ended February 29, 2008.
Investment Income. Investment income for the
period was $2.7 million and consisted primarily of interest
income on our short-term investments in fixed income investments
and repurchase agreements. We earned $4.5 million of cash
dividends and distributions, of which $4.3 million was
treated as a return of capital during the period.
Operating Expenses. Total operating expenses
for the period were $3.7 million, including
$1.4 million of base investment management fees;
$1.7 million for interest expense and $0.6 million for
other operating expenses. Interest expense included the
write-off of capitalized debt issuance costs of
$0.3 million related to the termination of the Treasury
Facility. Base investment management fees were equal to an
annual rate of 1.75% of average total assets. We did not pay a
management fee or any incentive fee with respect to any
investments made under the Treasury Facility, which we
terminated effective January 31, 2008.
34
Net Investment Loss. Our net investment loss
totaled $0.6 million, which consisted of $2.7 million
of investment income. This investment income was reduced by
total operating expenses of $3.7 million for the period and
offset by a deferred income tax benefit of $0.4 million.
Net Realized Gains (Losses). We had net
realized gains from our investments of $1.3 million, which
was net of a deferred tax expense of $0.8 million.
Net Change in Unrealized Gains (Losses). We
had net unrealized losses from our investments of
$6.4 million. This net unrealized loss consisted of
$4.1 million of losses from our investments and a net
deferred tax benefit of $1.5 million. We also had a
deferred tax expense of $3.8 million relating to our
conversion from a RIC to a taxable corporation, effective
December 1, 2007.
Net Decrease in Net Assets Resulting from
Operations. Our net decrease in net assets
resulting from operations for the period was $5.7 million.
This decrease is composed primarily of the net unrealized losses
of $6.4 million; net realized gains of $1.3 million
and net investment loss of $0.6 million as noted above.
Results
of Operations For the three months ended
February 28, 2007
Set forth below is an explanation of our results of operations
for the three months ended February 28, 2007.
Investment Income. Investment income for the
period was $2.8 million and consisted primarily of interest
income on our short-term investments in repurchase agreements
and fixed income investments. We earned $0.9 million of
cash dividends and distributions, substantially all of which
were treated as a return of capital during the period.
Operating Expenses. Total operating expenses
for the period were $1.4 million, including
$0.9 million of base and incentive investment management
fees (net of fee waivers) and $0.2 million for professional
fees for the period. Base investment management fees (net of fee
waivers) were equal to an annual rate of 1.25% of average total
assets.
Net Investment Income. Our net investment
income totaled $1.4 million, which consisted of
$2.8 million of investment income, primarily from our
interest income on short-term investments in repurchase
agreements. This investment income was reduced by total
operating expenses of $1.4 million for the period.
Net Realized Gain (Losses). We had net
realized gains from our investments of $0.9 million.
Net Change in Unrealized Gains (Losses). We
had net unrealized gains from our investments of
$8.1 million.
Net Increase in Net Assets Resulting from
Operations. Our net increase in net assets
resulting from operations for the period was $10.4 million.
This increase is composed primarily of the change in net
unrealized gains of $8.1 million and, to a lesser extent,
net investment income of $1.4 million and net realized
gains of $0.9 million as noted above.
Liquidity
and Capital Resources
As of February 29, 2008, we had approximately
$8.1 million invested in short-term repurchase agreements.
As of April 2, 2008, we had approximately $6.2 million
in repurchase agreements.
On June 4, 2007, we established two new syndicated credit
facilities the Senior Secured Revolving Credit
Facility (the Investment Facility) and the Treasury
Secured Revolving Credit Facility (the Treasury
Facility) totaling $200 million with
SunTrust Capital Markets, Inc. and Citigroup Capital Markets as
co-arrangers. The Investment Facility has initial availability
of up to $100 million with the ability to increase credit
available under the Investment Facility to an amount not to
exceed $250 million by obtaining additional commitments
from existing lenders or new lenders. The Investment Facility
has a three year term and bears interest, at our option, at
either (i) LIBOR plus 125 basis points or
(ii) the prime rate plus 25 basis points.
On January 31, 2008, we terminated our Treasury Facility.
All amounts of principal and interest were paid in full, and we
sold $14.4 million of U.S. Treasury Bills, which were
held as collateral for our amount outstanding
35
under the Treasury Facility. The Treasury Facility enabled us to
comply with certain requirements necessary to qualify as a RIC.
We terminated this facility due to our decision to no longer be
treated as a RIC.
On February 21, 2008, the Company amended its Investment
Facility to reflect its announcement on January 22, 2008
that it would no longer be treated as a RIC under the Code and
that it will be taxed as a corporation for the fiscal year ended
November 30, 2008 and for future fiscal years. The
amendment removed the Companys requirement to maintain its
RIC status and modified certain other terms in accordance with
the Companys intention to be taxed as a corporation.
The obligations under the Investment Facility are secured by
substantially all of our assets, and are guaranteed, generally,
by any of our future subsidiaries. The Investment Facility
contains affirmative and reporting covenants and certain
financial ratios and restrictive covenants, including:
(a) maintaining an asset coverage ratio (excluding
collateral and indebtedness under the Treasury Facility) of not
less than 2.50:1.0; (b) maintaining minimum liquidity at
certain levels of outstanding borrowings; (c) maintaining a
minimum of shareholders equity and (d) other
customary restrictive covenants. The Investment Facility also
contains customary representations and warranties and events of
default. The Investment Facility allows us to supplement our
equity capital to continue to make portfolio investments.
As of February 29, 2008, we had $67.5 million of
borrowings under our Investment Facility at a weighted average
interest rate of 4.38%. As of April 2, 2008, we had
$62.5 million of borrowings under our Investment Facility
at a weighted average interest rate of 4.08%.
Contractual
Obligations
Investment Management Agreement. We have
entered into an investment management agreement with KAFA under
which we have material future rights and commitments. Pursuant
to the investment management agreement, KAFA has agreed to serve
as our investment adviser and provide on our behalf significant
managerial assistance to our portfolio companies to which we are
required to provide such assistance. Payments under the
investment management agreement may include (1) a base
management fee, (2) an incentive fee, and
(3) reimbursement of certain expenses. For the three months
ended February 29, 2008, we paid $1.4 million in base
management fees and did not accrue any incentive fees. We did
not pay a management fee or any incentive fee with respect to
any investments made under the Treasury Facility, which was
terminated on January 31, 2008.
As of February 29, 2008, we did not have, or have not
entered into, any long-term debt obligations, long-term
liabilities, capital or operating lease obligations or purchase
obligations that require minimum payments or any other
contractual obligation at the present, within the next five
years or beyond other than the borrowings outstanding under our
Investment Facility as of February 29, 2008 described above
under Liquidity and Capital Resources.
The following table summarizes our obligations as of
February 29, 2008 over the following periods for the
Investment Facility.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments by Period ($ in millions)
|
|
|
|
|
|
|
Less Than 1
|
|
|
|
|
|
|
|
|
More Than 5
|
|
|
|
Total
|
|
|
Year
|
|
|
1-3 Years
|
|
|
3-5 Years
|
|
|
Years
|
|
|
Investment
Facility(1)
|
|
$
|
67.5
|
|
|
|
|
|
|
$
|
67.5
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
At February 29, 2008, $32.5 million remained available
for borrowing under our Investment Facility. |
Dividends
We intend to continue to distribute quarterly dividends to our
common stockholders. Our quarterly dividends, if any, will
continue to be determined by our board of directors. On
January 17, 2008, we paid a dividend to our common
stockholders of $0.41 per common share (for the period from
September 1, 2007 to November 30, 2007), totaling
$4.1 million.
36
On April 8, 2008, we declared our quarterly dividend of
$0.415 per common share for the period December 1, 2007 to
February 29, 2008 for a total of $4.2 million. The
dividend is payable on May 1, 2008 to shareholders of
record on April 18, 2008.
Prior to our election to be taxed as a corporation, dividends
paid by us were generally taxable to stockholders as capital
gains, ordinary income or return of capital. After giving effect
to the election, our stockholders will no longer recognize an
allocable share of our capital gains or ordinary income.
Instead, the component of our dividend that comes from our
current or accumulated earnings and profits will be taxable to a
stockholder as corporate dividend income. This income will be
treated as qualified dividends for Federal income tax purposes
at a rate of l5%. The special tax treatment for qualified
dividends is scheduled to expire on December 31, 2010.
Distributions that exceed our current or accumulated earnings
and profits will continue to be treated as a tax-deferred return
of capital to the extent of a stockholders basis. We
expect that a significant portion of future dividends to
shareholders will constitute a tax-deferred return of capital.
Off-Balance
Sheet Arrangements
At February 29, 2008, we did not have any off-balance sheet
liabilities or other contractual obligations that are reasonably
likely to have a current or future material effect on our
financial condition, other than the investment advisory and
management agreement with KAFA.
Critical
Accounting Policies
The section entitled Managements Discussion and
Analysis of Financial Condition and Results of
Operations Critical Accounting Policies of our
Annual Report on
Form 10-K
for the fiscal year ended November 30, 2007 sets out a
complete description of our critical accounting policies, with
respect to which there have been no material changes since the
filing of our
Form 10-K.
ITEM 3. QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
We are subject to financial market risks, including changes in
interest rates and in the valuations of our investment portfolio.
Interest Rate Risk. Interest rate risk
primarily results from variable rate fixed income securities in
which we invest and from borrowings under our Investment
Facility. Fixed income investments in our portfolio are based on
floating and fixed rates. Fixed income investments bearing a
floating interest rate are usually based on a LIBOR and, in most
cases, a spread consisting of additional basis points. The
interest rates for these fixed income instruments typically have
one to six-month durations and reset at the current market
interest rates. As of February 29, 2008, the fair value of
our floating rate investments totaled approximately
$48.4 million, or 77% of our total fixed income investments
of $62.7 million. Based on sensitivity analysis of the
($55.0 million par value) floating rate fixed income
investment portfolio at February 29, 2008, we estimate that
a one percentage point interest rate movement in the average
market interest rates (either higher or lower) over the
12 months ended February 28, 2009 would either
decrease or increase net investment income before income taxes
by approximately $0.5 million.
On January 31, 2008, we terminated our Treasury Facility.
All amounts of principal and interest were paid in full, and we
sold all of our U.S. Treasury Bills, which were held as
collateral for our amount outstanding under the Treasury
Facility. The Treasury Facility enabled us to comply with
certain requirements necessary to qualify as a RIC. We
terminated this facility due to our decision to no longer be
treated as a RIC.
As of February 29, 2008, we had $67.5 million of
borrowings under our Investment Facility at a weighted average
interest rate of 4.38%. This interest rate is based on a LIBOR,
which can have a one to twelve month duration. Based on
sensitivity analysis of the Investment Facility at
February 29, 2008, we estimate that a one percentage point
interest rate movement in the average market interest rates
(either higher or lower) over the 12 months ended
February 28, 2009 would either decrease or increase net
investment income before income taxes by approximately
$0.7 million.
37
We may hedge against interest rate fluctuations for these
floating rate instruments using standard hedging instruments
such as futures, options and forward contracts, subject to the
requirements of the 1940 Act. Hedging activities may mitigate
our exposure to adverse changes in interest rates.
Impact of Market Prices on Portfolio Investment
Valuation. We carry our investments at fair
value, as determined by our board of directors. Investments for
which market quotations are readily available are valued at such
market quotations and are subject to daily changes in the market
prices of these securities.
Fixed income and equity securities that are not publicly traded
or whose market price is not readily available are valued at
fair value as determined in good faith by our board of
directors. The types of factors that we may take into account in
fair value pricing of our investments include, as relevant, the
nature and realizable value of any collateral, the portfolio
companys ability to make payments and its earnings and
discounted cash flow, the markets in which the portfolio company
does business, comparison to publicly traded securities and
other relevant factors. Our investments that are not publicly
traded may be indirectly impacted (positively or negatively) by
public market prices of securities that are comparable to these
private investments. Changes in market prices related to
purchase transactions, public offerings and secondary offerings
can also impact the valuations of our investments that are not
publicly traded.
ITEM 4. CONTROLS
AND PROCEDURES.
Evaluation
of Controls and Procedures.
At the end of the period covered by this Quarterly Report on
Form 10-Q,
the Companys officers, with the participation of the
Companys Chief Executive Officer and Chief Financial
Officer, evaluated the effectiveness of the Companys
disclosure controls and procedures (as defined in
Rule 13a-15(e)
of the 1934 Act) as of the end of the period covered in
this report. Based upon such evaluation, the Companys
Chief Executive Officer and Chief Financial Officer concluded
that our disclosure controls and procedures were effective and
provided reasonable assurance that information required to be
disclosed in the reports that we file or submit under the
1934 Act is recorded, processed, summarized and reported
within the time periods specified in the SECs rules and
forms, and that such information is accumulated and communicated
to our management, including our Chief Executive Officer and
Chief Financial Officer, as appropriate, to allow timely
decisions regarding required disclosure. However, in designing
and evaluating our disclosures controls and procedures,
management recognized that disclosure controls and procedures,
no matter how well conceived and operated, can provide only
reasonable, not absolute, assurance that the objectives of the
disclosure controls and procedures are met. Additionally, in
designing disclosure controls and procedures, our management
necessarily was required to apply its judgment in evaluating the
cost-benefit relationship of possible disclosure controls and
procedures. The design of any disclosure controls and procedures
also is based in part upon certain assumptions about the
likelihood of future events, and there can be no assurance that
any design will succeed in achieving its stated goals under all
potential future conditions.
Changes
in Internal Control Over Financial Reporting
There were no changes in our internal control over financial
reporting that occurred during our most recent fiscal quarter
that have materially affected or are reasonably likely to
materially affect, our internal control over financial reporting.
Because of its inherent limitations, internal control over
financial reporting may not prevent or detect misstatements.
Therefore, even those systems determined to be effective can
provide only reasonable assurance with respect to financial
statement preparation and presentation. Also, projections of any
evaluation of effectiveness to future periods are subject to the
risk that controls may become inadequate because of changes in
conditions, or that the degree of compliance with the policies
or procedures may deteriorate of future events, and there can be
no assurance that any design will succeed in achieving its
stated goals under all potential conditions.
38
ITEM 6. EXHIBITS
The following documents are filed as exhibits to this Quarterly
Report on
Form 10-Q:
|
|
|
|
|
Exhibit
|
|
|
Number
|
|
Description
|
|
|
3
|
.1
|
|
Charter Form of Articles of Amendment and
Restatement*
|
|
3
|
.2
|
|
Amended and Restated Bylaws.*
|
|
4
|
.1
|
|
Form of Common Stock Certificate.*
|
|
10
|
.1
|
|
Form of Investment Management Agreement between Registrant and
KA Fund Advisors, LLC.*
|
|
10
|
.2
|
|
Form of Administration Agreement between Registrant and Bear
Stearns Funds Management Inc.*
|
|
10
|
.3
|
|
Form of Custody Agreement between Registrant and The Custodial
Trust Company.*
|
|
10
|
.4
|
|
Form of Dividend Reinvestment Plan.*
|
|
10
|
.5
|
|
Form of Transfer Agency Agreement between Registrant and
American Stock Transfer & Trust Company.*
|
|
10
|
.6
|
|
Form of Accounting Services Agreement between Registrant and
Ultimus Fund Solutions, LLC.*
|
|
10
|
.7
|
|
Senior Secured Revolving Credit Agreement between Registrant,
the lenders party thereto, SunTrust Bank, as administrative
agent for the lenders, and Citibank, N.A. as syndication agent,
dated June 4, 2007.**
|
|
10
|
.8
|
|
First Amendment to Senior Secured Revolving Credit Agreement
between Registrant, the lenders party thereto, SunTrust Bank, as
Administrative Agent for the Lenders, and Citibank N.A., as
Syndication Agent, dated February 21, 2008.***
|
|
31
|
.1
|
|
Certification by Chief Executive Officer pursuant to Exchange
Act
Rule 13a-14(a),
as adopted pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002 filed herewith
|
|
31
|
.2
|
|
Certification by Chief Financial Officer pursuant to Exchange
Act
Rule 13a-14(a),
as adopted pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002 filed herewith
|
|
32
|
.1
|
|
Certification by Chief Executive Officer and Chief Financial
Officer pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of
2002 furnished herewith
|
|
99
|
.1
|
|
Form of Amended Dividend Reinvestment Plan.**
|
|
99
|
.2
|
|
Form of Fee Waiver Relating to Treasury Credit Investments
between Registrant and KA Fund Advisors, LLC.**
|
|
|
|
* |
|
Previously filed as an exhibit to Registrants
Pre-Effective Amendment No. 5 to its Registration Statement
on
Form N-2
(File
No. 333-134829)
as filed with the Securities and Exchange Commission on
September 18, 2006 and incorporated by reference herein. |
|
** |
|
Previously filed as an exhibit to Registrants Quarterly
Report on
Form 10-Q
(File
No. 814-00725),
as filed with the Securities and Exchange Commission on
July 16, 2007 and incorporated by reference herein. |
|
*** |
|
Previously filed as an exhibit to Registrants Current
Report on
Form 8-K
(File
No. 814-00725)
as filed with the Securities and Exchange Commission on
February 27, 2008 and incorporated by reference herein. |
40
KAYNE
ANDERSON ENERGY DEVELOPMENT COMPANY
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
KAYNE ANDERSON ENERGY DEVELOPMENT COMPANY
|
|
|
|
By:
|
/s/ Kevin
S. McCarthy
|
Kevin S. McCarthy
Chairman of the Board of Directors,
President and Chief Executive Officer
Date: April 9, 2008
Terry A. Hart
Chief Financial Officer and Treasurer
Date: April 9, 2008
41