UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 
FORM 8-K
 
CURRENT REPORT PURSUANT TO
SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported):  February 16, 2010

Tortoise Capital Resources Corporation
(Exact Name of Registrant as Specified in Its Charter)

Maryland	1-33292	20-3431375	
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)	

11550 Ash Street, Suite 300, Leawood, KS	66211	
(Address of Principal Executive Offices)	(Zip Code)	

(913) 981-1020
(Registrant’s Telephone Number, Including Area Code)

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

□   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
□   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
□   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
□   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 
Item 2.02.	Results of Operations and Financial Condition.	
 
On February 16, 2010, Tortoise Capital Resources Corporation (the “Company”) issued a press release announcing its financial results for the fiscal year ended November 30, 2009.  A copy of the press release is attached as Exhibit 99.1 to this Form 8-K.

The information in this Item 2.02, and Exhibit 99.1 to this Current Report on Form 8-K, shall not be deemed “filed” for the purposes of or otherwise subject to the liabilities under Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing of the Company under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01.	Financial Statements and Exhibits.	
 	 	
(d)	Exhibits	
 	 	
99.1	 Press Release dated February 16, 2010	

 

 

 

 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 hereunto duly authorized.

                                                 TORTOISE CAPITAL RESOURCES CORPORATION

Dated:  February 19, 2010                                                                                            By:   /s/ Terry Matlack                    
                                                   Terry Matlack
                                              Chief Financial Officer

 

 

Exhibit Index

Exhibit No.	Description	
 	 	
 99.1	 Press Release dated February 16, 2010	

 

 Tortoise Capital Resources Corp. Releases Fiscal 2009 Results
 
  LEAWOOD, Kan. - Feb. 16, 2010 - Tortoise Capital Resources Corp. (NYSE: TTO) (the company) today announced its financial results for the fiscal year ended Nov. 30, 2009, in its Annual Report on Form 10-K filed Feb. 16,  2010.
 
  Recent Highlights
 
●	Net assets of $84.3 million, or $9.29 per share, as of Nov. 30, 2009	
●	Total assets of $89.5 million as of Nov. 30, 2009	
●	Distributable cash flow (DCF) of $5.9 million for the fiscal year ended Nov. 30, 2009	
●	First quarter distribution of $0.13 per share to be paid Mar. 1, 2010	
●	Mowood, LLC (Mowood) closes on sale of its subsidiary Timberline Energy, LLC (Timberline) on Feb. 9, 2010	
 
Performance Review
 
On Feb. 9, 2010, the company announced a first quarter 2010 distribution of $0.13 per common share to be paid on Mar. 1, 2010, the same amount paid in the preceding quarter. The company determines the amount of distributions paid to stockholders based on distributable cash flow (DCF) which is distributions received from investments less total expenses. There were no distribution increases or decreases from portfolio companies for the first quarter 2010.
 
Leverage
 
On Aug. 20, 2009, the company entered into a six-month extension of its amended credit facility through Feb. 20, 2010. The balance outstanding on the credit facility at Nov. 30, 2009 was $4.6 million. On Feb. 10, 2010, the company fully repaid the outstanding balance on its credit facility utilizing distribution proceeds it received from Mowood's sale of Timberline.
 
Net Asset Value
 
At Nov. 30, 2009, the company's net asset value was $9.29 per share compared to $8.76 per share at Aug. 31, 2009 and $9.96 per share at Nov. 30, 2008. The increase in net asset value in the fourth quarter was primarily related to an overall increase in the fair value of the private investments. The year-over-year decrease in net asset value was primarily the result of significant deleveraging to pay down the credit facility, as well as the decline of values in the broader market during the first part of 2009.
 
Portfolio Review
 
As of Nov. 30, 2009, the fair value of the company's investment portfolio (excluding short-term investments) totaled $82.5 million, including equity investments of $73.7 million and debt investments of $8.8 million. The portfolio consists of 61 percent midstream and downstream investments, 7 percent upstream investments, and 32 percent in aggregates and coal. The weighted average yield-to-cost on the investment portfolio (excluding short-term investments) as of Nov. 30, 2009 was 6.9 percent.
 
On Feb. 9, 2010, Mowood closed the sale of its wholly owned subsidiary, Timberline, to Landfill Energy Systems, LLC. Timberline is an owner and developer of projects that convert landfill gas to energy. Mowood will continue its ownership and operation of Omega Pipeline Company, LLC (Omega), a local distribution company which serves the natural gas and propane needs of Fort Leonard Wood and other customers in south central Missouri. The company received a partial distribution of proceeds in the amount of $3.8 million (out of an expected total of approximately $9.0 million), which it used to pay off the outstanding balance on its credit facility. The company intends to invest the remaining $5.2 million of the expected initial proceeds according to stated investment policies, which may include a potential investment in Omega to facilitate growth and investments in publicly-traded securities. Over the next two years, the company could receive additional proceeds of up to $2.4 million, based on contingent and escrow terms. The company expects the immediate impact of the transaction to be neutral to its distributable cash flow.
 
On Feb. 8, 2010, Quest Resource Corporation (NASDAQ: QRCP) and Quest Energy Partners, L.P. (NASDAQ: QELP) announced the Securities and Exchange Commission (SEC) declared the Registration Statement of PostRock Energy Corporation on Form S-4 effective. The Form S-4 registers with the SEC PostRock's common stock to be issued in connection with the pending merger of QRCP, QELP, and Quest Midstream Partners, L.P into PostRock, a new, publicly-traded corporation that would wholly own all three entities. Shareholders of record as of Feb. 1, 2010 of QRCP and QELP will be entitled to vote upon the merger at shareholder meetings scheduled for Mar. 5, 2010.
 
In Oct. 2009, Abraxas Energy Partners LP merged with its affiliate, Abraxas Petroleum Corporation (NASDAQ: AXAS). In connection with the merger, the holders of common units of Abraxas exchanged their units into publicly-traded shares of AXAS. The company received 1,946,376 shares of AXAS. These shares are subject to a staggered lock-up period which expires in February 2012.
 
On Dec. 31, 2009, the company received its expected cash distribution from Lonestar Midstream Partners, LP of approximately $804,000.
 
Earnings Call
 
The company will host a conference call at 4 p.m. CDT on Tuesday, Feb. 16, 2010 to discuss its financial results for the fiscal year ended Nov. 30, 2009. Please dial-in approximately five to 10 minutes prior to the scheduled start time.
 
U.S./Canada: (866) 225-8754
 
International: (480) 629-9692
 
The call will also be webcast in a listen-only format. A link to the webcast will be accessible at www.tortoiseadvisors.com .
 
A replay of the call will be available beginning at 6:00 p.m. CDT on Feb. 16, 2010 and continuing until 11:59 p.m. CDT Feb. 23, 2010, by dialing (800) 406-7325 (U.S./Canada). The replay access code is 4187167#. A replay of the webcast will also be available on the company's Web site at www.tortoiseadvisors.com through Feb. 16, 2011.
 
About Tortoise Capital Resources Corp.
Tortoise Capital Resources invests primarily in privately-held and micro-cap public companies operating in the midstream and downstream segments, and to a lesser extent the upstream and coal/aggregate segments, of the U.S. energy infrastructure sector.
 
About Tortoise Capital Advisors
Tortoise is an investment manager specializing in listed energy infrastructure, such as pipeline and power companies. As of Jan. 31, 2010, the adviser had approximately $3.0 billion of assets under management in five NYSE-listed investment companies and private accounts. For more information, visit our Web site at www.tortoiseadvisors.com .
 
Safe Harbor Statement
This press release shall not constitute an offer to sell or a solicitation to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer or solicitation or sale would be unlawful prior to registration or qualification under the laws of such state or jurisdiction.
 
Forward-Looking Statement
This press release contains certain statements that may include "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements, other than statements of historical fact, included herein are "forward-looking statements." Although the company and Tortoise Capital Advisors believe that the expectations reflected in these forward-looking statements are reasonable, they do involve assumptions, risks and uncertainties, and these expectations may prove to be incorrect. Actual results could differ materially from those anticipated in these forward-looking statements as a result of a variety of factors, including those discussed in the company's reports that are filed with the Securities and Exchange Commission. You should not place undue reliance on these forward-looking statements, which speak only as of the date of this press release. Other than as required by law, the company and Tortoise Capital Advisors do not assume a duty to update this forward-looking statement. Any distribution paid in the future to our stockholders will depend on the actual performance of the company's investments, its costs of leverage and other operating expenses and will be subject to the approval of the company's Board and compliance with asset coverage requirements of the Investment Company Act of 1940 and the leverage covenants.
 
Contact information:
Tortoise Capital Advisors, LLC
Pam Kearney, Investor Relations, (866) 362-9331, pkearney@tortoiseadvisors.com

 

Tortoise Capital Resources Corporation	 	 	 	 	 	 	
STATEMENTS OF ASSETS & LIABILITIES	 	 	 	 	 	 	

 	 	November 30, 2009	 	 	November 30, 2008	 	
 	 	 	 	 	 	 	
Assets	 	 	 	 	 	 	
Investments at fair value, control (cost $28,180,070 and $30,418,802, respectively)	 	$	33,458,046	 	 	$	30,213,280	 	
Investments at fair value, affiliated (cost $52,676,299 and $56,662,500, respectively)	 	 	41,658,847	 	 	 	48,016,925	 	
Investments at fair value, non-affiliated (cost $9,568,566 and $49,760,304, respectively)	 	 	8,865,047	 	 	 	27,921,025	 	
Total investments (cost $90,424,935 and $136,841,606, respectively)	 	 	83,981,940	 	 	 	106,151,230	 	
Income tax receivable	 	 	-	 	 	 	212,054	 	
Receivable for Adviser expense reimbursement	 	 	49,843	 	 	 	88,925	 	
Interest receivable from control investments	 	 	-	 	 	 	76,609	 	
Dividends receivable	 	 	87	 	 	 	696	 	
Deferred tax asset, net	 	 	5,429,391	 	 	 	5,683,747	 	
Prepaid expenses and other assets	 	 	16,792	 	 	 	107,796	 	
Total assets	 	 	89,478,053	 	 	 	112,321,057	 	
 	 	 	 	 	 	 	 	 	
Liabilities	 	 	 	 	 	 	 	 	
Base management fees payable to Adviser	 	 	299,060	 	 	 	533,552	 	
Accrued expenses and other liabilities	 	 	282,408	 	 	 	362,205	 	
Short-term borrowings	 	 	4,600,000	 	 	 	22,200,000	 	
Total liabilities	 	 	5,181,468	 	 	 	23,095,757	 	
Net assets applicable to common stockholders	 	$	84,296,585	 	 	$	89,225,300	 	
 	 	 	 	 	 	 	 	 	
Net Assets Applicable to Common Stockholders Consist of:	 	 	 	 	 	 	 	 	
Warrants, no par value; 945,594 issued and outstanding	 	 	 	 	 	 	 	 	
at November 30, 2009 and November 30, 2008	 	 	 	 	 	 	 	 	
(5,000,000 authorized)	 	$	1,370,700	 	 	$	1,370,700	 	
Capital stock, $0.001 par value; 9,078,090 shares issued and	 	 	 	 	 	 	 	 	
outstanding at November 30, 2009 and 8,962,147 issued and outstanding at	 	 	 	 	 	
November 30, 2008 (100,000,000 shares authorized)	 	 	9,078	 	 	 	8,962	 	
Additional paid-in capital	 	 	101,929,307	 	 	 	106,869,132	 	
Accumulated net investment loss, net of income taxes	 	 	(3,304,416	)	 	 	(2,544,267	)	
Accumulated realized gain (loss), net of income taxes	 	 	(14,041,614	)	 	 	6,364,262	 	
Net unrealized depreciation of investments, net of income taxes	 	 	(1,666,470	)	 	 	(22,843,489	)	
Net assets applicable to common stockholders	 	$	84,296,585	 	 	$	89,225,300	 	
 	 	 	 	 	 	 	 	 	
Net Asset Value per common share outstanding (net assets applicable	 	 	 	 	 	
to common stock, divided by common shares outstanding)	 	$	9.29	 	 	$	9.96	 	

 	 	Year Ended	 	 	Year Ended	 	 	Year Ended	 	
Distributable Cash Flow	 	November 30, 2009	 	 	November 30, 2008	 	 	November 30, 2007	 	
 	 	 	 	 	 	 	 	 	 	
Total from Investments	 	 	 	 	 	 	 	 	 	
Distributions from investments	 	$	7,724,577	 	 	$	9,688,521	 	 	$	6,520,432	 	
Distributions paid in stock (1)	 	 	-	 	 	 	2,186,767	 	 	 	295,120	 	
Interest income from investments	 	 	807,848	 	 	 	1,103,059	 	 	 	921,978	 	
Dividends from money market mutual funds	 	 	1,986	 	 	 	18,205	 	 	 	624,385	 	
Other income	 	 	61,514	 	 	 	28,987	 	 	 	-	 	
Total from Investments	 	 	8,595,925	 	 	 	13,025,539	 	 	 	8,361,915	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Operating Expenses Before Leverage Costs	 	 	 	 	 	 	 	 	 	 	 	 	
Advisory fees (net of expense reimbursement by Adviser)	 	 	1,126,327	 	 	 	1,928,109	 	 	 	1,831,878	 	
Other operating expenses (excluding capital gain incentive fees)	 	 	911,779	 	 	 	1,037,624	 	 	 	1,094,677	 	
Total Operating Expenses, before Leverage Costs	 	 	2,038,106	 	 	 	2,965,733	 	 	 	2,926,555	 	
Distributable cash flow before leverage costs	 	 	6,557,819	 	 	 	10,059,806	 	 	 	5,435,360	 	
Leverage costs	 	 	627,707	 	 	 	1,650,926	 	 	 	1,076,171	 	
Distributable Cash Flow	 	$	5,930,112	 	 	$	8,408,880	 	 	$	4,359,189	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Distributions paid on common stock	 	$	5,582,473	 	 	$	9,265,351	 	 	$	5,349,244	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Payout percentage for period (2)	 	 	94	%	 	 	110	%	 	 	123	%	

DCF/GAAP Reconciliation	 	 	 	 	 	 	 	 	 	 	 	 	
Distributable Cash Flow	 	$	5,930,112	 	 	$	8,408,880	 	 	$	4,359,189	 	
Adjustments to reconcile to Net Investment Loss, before Income Taxes:	 	 	 	 	 	 	 	 	 	 	 	 	
Distributions paid in stock	 	 	-	 	 	 	(2,186,767	)	 	 	(295,120	)	
Return of capital on distributions received from equity investments	 	 	(6,791,394	)	 	 	(7,894,819	)	 	 	(5,031,851	)	
Capital gain incentive fees	 	 	-	 	 	 	307,611	 	 	 	(307,611	)	
Loss on redemption of preferred stock	 	 	-	 	 	 	-	 	 	 	(731,713	)	
Net Investment Loss, before Income Taxes	 	$	(861,282	)	 	$	(1,365,095	)	 	$	(2,007,106	)	

(1) Distributions paid in stock for the year ended November 30, 2008 include paid-in-kind distributions from Lonestar Midstream, LP,	 	 	 	 	 	
High Sierra Energy, LP and High Sierra Energy GP, LLC. Distributions paid in stock for the year ended November 30, 2007 include paid-in-kind	 	
 distributions from Lonestar Midstream, LP.	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
(2) Distributions paid as a percentage of Distributable Cash Flow.	 	 	 	 	 	 	 	 	 	 	 	 	

 

Tortoise Capital Resources Corporation	 	 	 	 	 	 	 	 	 	
STATEMENTS OF OPERATIONS	 	 	 	 	 	 	 	 	 	

Year Ended
November 30, 2009	 	 	 
Year Ended
November 30, 2008	 	 	 
Year Ended
November 30, 2007	 	
Investment Income	 	 	 	 	 	 	 	 	 	
   Distributions from investments	 	 	 	 	 	 	 	 	 	
Control investments	 	$	2,270,189	 	 	$	1,576,716	 	 	$	389,720	 	
Affiliated investments	 	 	3,379,159	 	 	 	4,699,082	 	 	 	4,245,481	 	
Non-affiliated investments	 	 	2,075,229	 	 	 	3,412,723	 	 	 	1,885,231	 	
   Total distributions from investments	 	 	7,724,577	 	 	 	9,688,521	 	 	 	6,520,432	 	
   Less return of capital on distributions	 	 	(6,791,394	)	 	 	(7,894,819	)	 	 	(5,031,851	)	
            Net distributions from investments	 	 	933,183	 	 	 	1,793,702	 	 	 	1,488,581	 	
   Interest income from control investments	 	 	807,848	 	 	 	1,103,059	 	 	 	921,978	 	
   Dividends from money market mutual funds	 	 	1,986	 	 	 	18,205	 	 	 	624,385	 	
   Fee income	 	 	61,514	 	 	 	-	 	 	 	-	 	
   Other income	 	 	-	 	 	 	28,987	 	 	 	-	 	
Total Investment Income	 	 	1,804,531	 	 	 	2,943,953	 	 	 	3,034,944	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Operating Expenses	 	 	 	 	 	 	 	 	 	 	 	 	
   Base management fees	 	 	1,351,593	 	 	 	2,313,731	 	 	 	1,926,059	 	
   Capital gain incentive fees (Note 4)	 	 	-	 	 	 	(307,611	)	 	 	307,611	 	
   Professional fees	 	 	553,856	 	 	 	642,615	 	 	 	727,055	 	
   Administrator fees	 	 	63,074	 	 	 	107,325	 	 	 	81,002	 	
   Directors' fees	 	 	90,257	 	 	 	86,406	 	 	 	84,609	 	
   Reports to stockholders	 	 	61,130	 	 	 	58,943	 	 	 	53,610	 	
   Fund accounting fees	 	 	31,968	 	 	 	34,546	 	 	 	32,183	 	
   Registration fees	 	 	31,306	 	 	 	29,668	 	 	 	40,660	 	
   Custodian fees and expenses	 	 	16,928	 	 	 	17,426	 	 	 	10,174	 	
   Stock transfer agent fees	 	 	13,506	 	 	 	13,538	 	 	 	13,600	 	
   Other expenses	 	 	49,754	 	 	 	47,157	 	 	 	51,784	 	
Total Operating Expenses	 	 	2,263,372	 	 	 	3,043,744	 	 	 	3,328,347	 	
   Interest expense	 	 	627,707	 	 	 	1,650,926	 	 	 	847,421	 	
   Loss on redemption of preferred stock	 	 	-	 	 	 	-	 	 	 	228,750	 	
   Preferred stock distributions	 	 	-	 	 	 	-	 	 	 	731,713	 	
Total Interest Expense, Loss on Redemption of Preferred Stock	 	 	 	 	 	 	 	 	 	
and Preferred Stock Distributions	 	 	627,707	 	 	 	1,650,926	 	 	 	1,807,884	 	
  Total Expenses	 	 	2,891,079	 	 	 	4,694,670	 	 	 	5,136,231	 	
   Less expense reimbursement by Adviser	 	 	(225,266	)	 	 	(385,622	)	 	 	(94,181	)	
  Net Expenses	 	 	2,665,813	 	 	 	4,309,048	 	 	 	5,042,050	 	
Net Investment Loss, before Income Taxes	 	 	(861,282	)	 	 	(1,365,095	)	 	 	(2,007,106	)	
      Current tax benefit (expense)	 	 	-	 	 	 	(6,881	)	 	 	261,667	 	
      Deferred tax benefit	 	 	101,133	 	 	 	393,483	 	 	 	179,665	 	
Income tax benefit , net	 	 	101,133	 	 	 	386,602	 	 	 	441,332	 	
Net Investment Loss	 	 	(760,149	)	 	 	(978,493	)	 	 	(1,565,774	)	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Realized and Unrealized Gain (Loss) on Investments	 	 	 	 	 	 	 	 	 	 	 	 	
   Net realized gain (loss) on investments, before income taxes	 	 	(23,120,748	)	 	 	8,716,197	 	 	 	260,290	 	
Deferred tax benefit (expense)	 	 	2,714,872	 	 	 	(2,512,409	)	 	 	(98,910	)	
Net realized gain (loss) on investments	 	 	(20,405,876	)	 	 	6,203,788	 	 	 	161,380	 	
   Net unrealized appreciation (depreciation) of control investments	 	 	5,483,497	 	 	 	(2,976,609	)	 	 	2,771,088	 	
   Net unrealized appreciation (depreciation) of affiliated investments	 	 	(2,371,877	)	 	 	(11,145,652	)	 	 	2,262,736	 	
   Net unrealized appreciation (depreciation) of non-affiliated investments	 	 	21,135,760	 	 	 	(27,458,859	)	 	 	5,528,064	 	
Net unrealized appreciation (depreciation), before income taxes	 	 	24,247,380	 	 	 	(41,581,120	)	 	 	10,561,888	 	
Deferred tax benefit (expense)	 	 	(3,070,361	)	 	 	11,985,592	 	 	 	(4,013,518	)	
Net unrealized appreciation (depreciation) of investments	 	 	21,177,019	 	 	 	(29,595,528	)	 	 	6,548,370	 	
Net Realized and Unrealized Gain (Loss) on Investments	 	 	771,143	 	 	 	(23,391,740	)	 	 	6,709,750	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Net Increase (Decrease) in Net Assets Applicable to Common Stockholders	 	 	 	 	 	 	 	 	 	
   Resulting from Operations	 	$	10,994	 	 	$	(24,370,233	)	 	$	5,143,976	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Net Increase (Decrease) in Net Assets Applicable to Common Stockholders	 	 	 	 	 	 	 	 	 	
   Resulting from Operations Per Common Share:	 	 	 	 	 	 	 	 	 	 	 	 	
Basic and Diluted	 	$	0.00	  (1)	 	$	(2.74	)	 	$	0.66	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Weighted Average Shares of Common Stock Outstanding:	 	 	 	 	 	 	 	 	 	 	 	 	
Basic and Diluted	 	 	8,997,145	 	 	 	8,887,085	 	 	 	7,751,591	 	

 	 	 	 	 	 	 	 	 	 	 	 	 	
(1)   Less than $0.01 per share.