Table of Contents
|
|
Shareholder Letter (Unaudited)
|
1
|
Allocation of Portfolio Assets (Unaudited)
|
5
|
Key Financial Data (Unaudited)
|
6
|
Schedule of Investments
|
7
|
Statement of Assets & Liabilities
|
10
|
Statement of Operations
|
11
|
Statements of Changes in Net Assets
|
12
|
Statement of Cash Flows
|
13
|
Financial Highlights
|
14
|
Notes to Financial Statements
|
16
|
Report of Independent Registered Public Accounting Firm
|
24
|
Trustees and Executive Officers (Unaudited)
|
25
|
Additional Information (Unaudited)
|
27
|
The Cushing® Energy Income Fund
Shareholder Letter
|
Dear Fellow Shareholder,
The Cushing® Energy Income Fund (the “Fund”) delivered a negative return for shareholders for the Fund’s fiscal year, which ended November 30, 2019 (the “period”). For the period, the Fund delivered a Net Asset Value Total Return (equal to the change in net asset value (“NAV”) per share plus reinvested cash distributions paid during the period) of -20.21%, versus total returns of 16.10% for the S&P 500 Index (the “S&P 500”) and -7.67% for the Energy Select Sector Index, which is a sub-index of the S&P 500 Index comprised of energy companies. The Fund’s Share Price Total Return (equal to the change in market price per share plus reinvested cash distributions paid during the period) was -18.50% for the period and differs from the Net Asset Value Total Return due to fluctuations in the discount of share price to NAV. The Fund’s shares traded at a 15.29% discount to NAV as of the end of the period, compared to a 17.07% discount at the end of the last fiscal year and a 16.63% discount at May 31, 2019.
Market Review
The Fund underperformed the broader equity markets, as measured by the S&P 500, for the period. Energy stocks were the worst performing stocks in the S&P 500 for the fiscal year, and energy was the only S&P 500 sector to post a negative return in fiscal 2019. The S&P 500’s best performing sectors were technology and communication services, which are not in the Fund’s investment universe.
More specific to energy, the Fund underperformed the Energy Select Sector Index for the fiscal year as losses from exposures to small- and mid-cap exploration & production (“E&P”) companies more than offset gains from large-cap E&P and integrated oils. The Energy Select Sector Index is comprised of the largest domestic energy companies and had nearly half its exposure in just three companies during the period; this concentration and the continued “flight-to-safety” trade in energy kept investors away from all but the biggest players in the sector which, in turn, led to the Fund’s underperformance. To illustrate the chasm in results between large cap energy companies and the rest of the sector, the S&P Oil & Gas Exploration & Production Select Industry Index, which is an equal-weighted, all-cap index, fell by more than 37% for the fiscal year period, as compared to the Energy Select Sector Index’s -7.67% performance.
In the last two years, we have written extensively about the change in investor attitudes toward the E&P sector. Investors have made a wholesale shift in philosophy since 2014, from favoring growth and big drilling budgets, to a preference for free cash flow generation, low growth, low debt, and proof of corporate level returns. We agree wholeheartedly with these expectations of corporate behavior and see many management teams in the space managing their businesses to appeal to investors on these metrics. Despite these efforts and objectively better financial and operating ratios from the industry, most energy equities still ended the fiscal year in negative territory. We think this disconnect will ultimately end with energy stocks moving higher.
Fund Performance
The individual investments that contributed the most to the Fund’s fiscal year performance were ONEOK, Inc. (NYSE: OKE), Anadarko Petroleum Corp. (NYSE: APC), and Royal Dutch Shell plc (NYSE: RDS/A). ONEOK is a pipeline operator with significant operations in the Bakken shale and mid-continent region. As one of the largest and most respected midstream companies, ONEOK attracted investment in the “flight-to-safety” trade by many energy investors, but also delivered on several growth initiatives and exceeded earnings expectations in the first three quarters of 2019. Anadarko was a large cap E&P company whose stock price moved higher as the company became a takeover target for Occidental Petroleum. Lastly, Royal Dutch Shell, a large integrated oil company, was also a beneficiary of the so-called “flight to safety” trade.
1
The largest detractors from the Fund’s performance during the period were Occidental Petroleum Corporation (NYSE: OXY), Cabot Oil & Gas Corporation (NYSE: COG), and Vermillion Energy, Inc. (NYSE: VET). Occidental is a large oil producer whose stock price fell when it outbid Chevron Corp for Anadarko. Cabot is a natural gas producer in the Marcellus Shale in Pennsylvania, and widely considered one of the highest quality producers in the basin. However, natural gas prices plummeted on supply increases during the year, which hurt all producers. Vermillion is a Canadian oil and natural gas producer with global operations. The company announced disappointing results during the fiscal year versus financial and operational consensus expectations.
During the fiscal year, the Fund sold or reduced positions mostly in small and mid-cap E&P stocks, but also notably in former core positions such as Royal Dutch Shell. We used the proceeds from these trades to build positions mainly in large cap E&P and minerals companies. These include Equinor ASA (NYSE: EQNR), ConocoPhillips (NYSE: COP), Lundin Petroleum AB (Stockholm: LUPE) and Occidental Petroleum on the E&P side, and Brigham Minerals, Inc. (NYSE: MNRL) and Kimbell Royalty Partners LP (NYSE: KRP) in minerals.
Leverage
The Fund employs leverage for additional income and total return potential. We seek to maintain a leverage ratio of between 120% and 130% during normal market conditions, though at the end of the period the Fund had a leverage ratio of about 118%. As the prices of the Fund’s investments increase or decline, there is a risk that the impact to the Fund’s NAV and total return will be negatively impacted by leverage, and leverage indeed had a negative impact on the Fund’s performance during the period because of the decline in the price of energy equities. The Fund’s use of leverage is intended to have a positive impact over the longer term.
Outlook
Over the last seven years, domestic crude oil production has nearly doubled and natural gas production was up by nearly 50%. Domestic production of oil and natural gas hit new highs during the fiscal year but, importantly, the rate of growth slowed due to geologic, logistical, and financial constraints. We think the outlook for crude oil is neutral: production growth from here should be more moderate going forward, which marries well to demand growth, which has also moderated. Furthermore, inventories are well below levels consistent with prices in the $40’s and low $50’s per barrel, which gives us some confidence of protection against a swoon in crude oil prices.
OPEC’s latest meeting, which occurred around the end of the fiscal year and was projected by investors as a somewhat seminal event for the crude oil market in 2019, positively surprised investors with the promise of additional supply cuts. The organization agreed to a 500,000 barrel/day production cut on top of the 1.2 million they had previously agreed, and Saudi Arabia promised a further 400,000 barrel/day cut beyond its current commitments. If these cuts come to fruition, they will go a long way towards offsetting non-OPEC production growth and keeping oil markets from oversupply.
The outlook for natural gas is more nuanced as so much depends on the severity of winter weather, but assuming a normal winter, we remain slightly bearish on natural gas as supply growth should outweigh demand growth in 2020. Supply growth went on a tear in the fiscal year, with dry gas production jumping from about 89 billion cubic feet per day (bcf/d) to over 95 bcf/d by the end of the year. To put this in perspective, production was below 80 bcf/d at the end of fiscal 2017. We are hopeful that incremental liquefied natural gas exports will absorb supply in the 2022-2023 timeframe.
While energy stocks had a rough year, crude oil did not. Consequently, we think the outlook for energy stocks is better than what equity prices have discounted, and that this disconnect between fundamentals and equity prices could resolve itself in 2020.
2
We anticipate 2020 will be a year of increased volatility with the upcoming Presidential election and the rhetoric that comes with it, as well as a lot of good news clearly priced into the stock market, as indicated by a price-to-earnings ratio at its highest level in over two years. For this reason, we expect to maintain leverage at the low end of the target range, or even slightly below it.
We truly appreciate your support, and we look forward to helping you achieve your investment goals in the coming year.
Sincerely,
Jerry V. Swank
Chairman, Chief Executive Officer and President
The information provided herein represents the opinion of the Fund’s portfolio managers and is not intended to be a forecast of future events, a guarantee of future results, nor investment advice. The opinions expressed are as of the date of this report and are subject to change.
The information in this report is not a complete analysis of every aspect of any market, sector, industry, security or the Fund itself. Statements of fact are from sources considered reliable, but the Fund makes no representation or warranty as to their completeness or accuracy. Discussions of specific investments are for illustration only and are not intended as recommendations of individual investments. Please refer to the Schedule of Investments for a complete list of Fund holdings.
Past performance does not guarantee future results. Investment return, net asset value and common share market price will fluctuate so that you may have a gain or loss when you sell shares. Since the Fund is a closed-end management investment company, shares of the Fund may trade at a discount or premium from net asset value. This characteristic is separate and distinct from the risk that net asset value could decrease as a result of investment activities and may be a greater risk to investors expecting to sell their shares after a short time. The Fund cannot predict whether shares will trade at, above or below net asset value. The Fund should not be viewed as a vehicle for trading purposes. It is designed primarily for risk-tolerant long-term investors.
An investment in the Fund involves risks. Leverage creates risks which may adversely affect returns, including the likelihood of greater volatility of net asset value and market price of the Fund’s common shares. The Fund is nondiversified, meaning it may concentrate its assets in fewer individual holdings than a diversified fund. Therefore, the Fund is more exposed to individual stock volatility than a 3 diversified fund. The Fund will invest in energy companies, including Master Limited Partnerships (MLPs), which concentrate investments in the natural resources sector. Energy companies are subject to certain risks, including, but not limited to the following: fluctuations in the prices of commodities; the highly cyclical nature of the natural resources sector may adversely affect the earnings or operating cash flows of the companies in which the Fund will invest; a significant decrease in the production of energy commodities could reduce the revenue, operating income, operating cash flows of MLPs and other natural resources sector companies and, therefore, their ability to make distributions or pay dividends and a sustained decline in demand for energy commodities could adversely affect the revenues and cash flows of energy companies. Holders of MLP units are subject to certain risks inherent in the structure of MLPs, including tax risks; the limited ability to elect or remove management or the general partner or managing member; limited voting rights and conflicts of interest between the general partner or managing member and its affiliates, on the one hand, and the limited partners or members, on the other hand. Damage to facilities and infrastructure of MLPs may significantly affect the value of an investment and may incur environmental costs and liabilities due to the nature of their business. Investors in MLP funds incur management fees from underlying MLP investments. Small- and mid-cap stocks are often more volatile and less liquid than large-cap stocks. Smaller companies generally face higher risks due to their limited product lines, markets, and financial resources. Funds that invest in bonds are subject to interest-rate risk and can lose principal value when interest rates rise. Bonds are also subject to credit risk, in which the bond issuer may fail to pay interest and principal in a timely manner. High yield securities have speculative characteristics and present a greater risk of loss than higher quality debt securities. These securities can also be subject to greater price volatility. An investment in the Fund will involve tax risks, including, but not limited to: The portion, if any, of a distribution received by the Fund as the holder of an MLP equity security that is offset by the MLP’s tax deductions or losses generally will be treated as a return of capital to the extent of the Fund’s tax basis in the MLP equity security, which will cause income or gain to be higher, or losses to be lower, upon the sale of the MLP security by the Fund. Changes in tax laws, regulations or interpretations of those laws or regulations in the future could adversely affect the Fund or the energy companies in which the Fund will invest.
3
The Fund incurs operating expenses, including advisory fees, as well as leverage costs. Investment returns for the Fund are shown net of fees and expenses.
Fund holdings and sector allocations are subject to change at any time and are not recommendations to buy or sell any security. Please refer to the Schedule of Investments for a complete list of Fund holdings.
The S&P 500 Index is an unmanaged index of common stocks that is frequently used as a general measure of stock market performance. The Energy Select Sector Index is a subindex of the S&P 500 Index which measures the performance of U.S. traded energy stocks. Neither of these indices includes fees or expenses. It is not possible to invest directly in an index.
4
The Cushing® Energy Income Fund
Allocation of Portfolio Assets(1) (Unaudited)
November 30, 2019
(Expressed as a Percentage of Total Investments)
|
(1)
|
Fund holdings and sector allocations are subject to change and there is not assurance that the Fund will continue to hold any particular security.
|
(3)
|
Master Limited Partnerships and Related Companies
|
5
The Cushing® Energy Income Fund
Key Financial Data (Supplemental Unaudited Information)
|
The Information presented below regarding Distributable Cash Flow is supplemental non-GAAP financial information, which we believe is meaningful to understanding our operating performance. Supplemental non-GAAP measures should be read in conjunctions with our full financial statements.
|
|
Fiscal Year
Ended
11/30/19
|
|
|
Fiscal Year
Ended
11/30/18
|
|
|
Fiscal Year
Ended
11/30/17
|
|
|
Fiscal Year
Ended
11/30/16
|
|
|
Fiscal Year
Ended
11/30/15
|
|
FINANCIAL DATA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total income from investments Distributions and dividends received, net of foreign taxes withheld
|
|
$
|
1,083,446
|
|
|
$
|
1,164,315
|
|
|
$
|
1,238,373
|
|
|
$
|
1,450,651
|
|
|
$
|
6,668,128
|
|
Interest income & other
|
|
$
|
243,507
|
|
|
$
|
169,826
|
|
|
$
|
322,637
|
|
|
$
|
198,693
|
|
|
$
|
233,189
|
|
Total income from investments
|
|
$
|
1,326,953
|
|
|
$
|
1,334,141
|
|
|
$
|
1,561,010
|
|
|
$
|
1,649,344
|
|
|
$
|
6,901,317
|
|
Adviser fee and operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adviser fees, less expenses waived by Adviser
|
|
$
|
252,191
|
|
|
$
|
301,662
|
|
|
$
|
306,395
|
|
|
$
|
297,700
|
|
|
$
|
1,167,043
|
|
Operating expenses (a)
|
|
|
330,060
|
|
|
|
327,282
|
|
|
|
373,137
|
|
|
|
495,554
|
|
|
|
680,843
|
|
Interest and dividends
|
|
|
167,722
|
|
|
|
108,948
|
|
|
|
102,817
|
|
|
|
56,975
|
|
|
|
176,588
|
|
Total Adviser fees and operating expenses
|
|
$
|
749,973
|
|
|
$
|
737,892
|
|
|
$
|
782,349
|
|
|
$
|
850,229
|
|
|
$
|
2,024,474
|
|
Distributable Cash Flow (DCF) (b)
|
|
$
|
576,980
|
|
|
$
|
596,249
|
|
|
$
|
778,661
|
|
|
$
|
799,115
|
|
|
$
|
4,876,843
|
|
Distributions paid on common stock
|
|
$
|
1,187,995
|
|
|
$
|
1,187,995
|
|
|
$
|
1,187,994
|
|
|
$
|
2,322,530
|
|
|
$
|
11,975,033
|
|
Distributions paid on common stock per share
|
|
$
|
0.48
|
|
|
$
|
0.48
|
|
|
$
|
0.48
|
|
|
$
|
0.94
|
|
|
$
|
4.67
|
|
Distribution Coverage Ratio
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Before Adviser fee and operating expenses
|
|
|
1.1x
|
|
|
|
1.1x
|
|
|
|
1.3x
|
|
|
|
0.7x
|
|
|
|
0.6x
|
|
After Adviser fee and operating expenses
|
|
|
0.5x
|
|
|
|
0.5x
|
|
|
|
0.7x
|
|
|
|
0.3x
|
|
|
|
0.4x
|
|
OTHER FUND DATA (end of period)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Assets, end of fiscal year
|
|
|
20,198,319
|
|
|
|
27,922,061
|
|
|
|
28,369,234
|
|
|
|
29,993,789
|
|
|
|
41,412,974
|
|
Unrealized depreciation
|
|
|
(3,345,431
|
)
|
|
|
(630,638
|
)
|
|
|
(393,721
|
)
|
|
|
(62,316,995
|
)
|
|
|
(101,802,130
|
)
|
Short-term borrowings
|
|
|
3,145,000
|
|
|
|
5,165,000
|
|
|
|
2,915,000
|
|
|
|
1,970,250
|
|
|
|
9,184,883
|
|
Short-term borrowings as a percent of total assets
|
|
|
16
|
%
|
|
|
18
|
%
|
|
|
10
|
%
|
|
|
7
|
%
|
|
|
22
|
%
|
Net Assets, end of fiscal year
|
|
|
16,837,872
|
|
|
|
22,625,627
|
|
|
|
25,319,086
|
|
|
|
27,823,246
|
|
|
|
32,012,223
|
|
Net Asset Value per common share
|
|
$
|
6.80
|
|
|
$
|
9.14
|
|
|
$
|
10.23
|
|
|
$
|
11.24
|
|
|
$
|
12.93
|
|
Market Value per share
|
|
$
|
5.76
|
|
|
$
|
7.58
|
|
|
$
|
8.68
|
|
|
$
|
9.80
|
|
|
$
|
11.75
|
|
Market Capitalization
|
|
$
|
14,255,937
|
|
|
$
|
18,760,417
|
|
|
$
|
21,482,905
|
|
|
$
|
24,254,892
|
|
|
$
|
29,081,121
|
|
Shares Outstanding
|
|
|
2,474,989
|
|
|
|
2,474,989
|
|
|
|
2,474,989
|
|
|
|
2,474,989
|
|
|
|
2,474,989
|
|
(a)
|
Excludes expenses related to capital raising
|
(b)
|
“Net Investment Loss” on the Statement of Operations is adjusted as follows to reconcile to Distributable Cash Flow: increased by the return of capital on MLP and Energy Trusts distributions.
|
6
The Cushing® Energy Income Fund
Statement of Assets & Liabilities
November 30, 2019
|
Assets
|
|
|
|
|
Investments, at fair value (cost $23,273,520)
|
|
$
|
19,928,089
|
|
Distributions and dividends receivable
|
|
|
23,488
|
|
Interest receivable
|
|
|
66,280
|
|
Prepaid expenses and other receivables
|
|
|
180,462
|
|
Total assets
|
|
|
20,198,319
|
|
Liabilities
|
|
|
|
|
Payable to Adviser, net of waiver
|
|
|
17,961
|
|
Payable for investments purchased
|
|
|
88,115
|
|
Distributions and dividends payable
|
|
|
838
|
|
Short-term borrowings
|
|
|
3,145,000
|
|
Accrued expenses and other liabilities
|
|
|
108,533
|
|
Total liabilities
|
|
|
3,360,447
|
|
Net assets applicable to common stockholders
|
|
$
|
16,837,872
|
|
Components of Net Assets
|
|
|
|
|
Capital stock, $0.001 par value; 2,474,989 shares issued and outstanding (unlimited shares authorized)
|
|
$
|
2,475
|
|
Additional paid-in capital
|
|
|
152,699,056
|
|
Accumulated net losses
|
|
|
(135,863,659
|
)
|
Net assets applicable to common stockholders
|
|
$
|
16,837,872
|
|
Net asset value per common share outstanding (net assets applicable to common shares divided by common shares outstanding)
|
|
$
|
6.80
|
|
See Accompanying Notes to the Financial Statements.
10
The Cushing® Energy Income Fund
Statement of Operations
Fiscal Year Ended November 30, 2019
|
Investment Income
|
|
|
|
|
Distributions and dividends received, net of foreign taxes withheld of $33,904
|
|
$
|
1,083,446
|
|
Less: return of capital on distributions
|
|
|
(672,751
|
)
|
Distribution and dividend income
|
|
|
410,695
|
|
Interest income
|
|
|
243,507
|
|
Total Investment Income
|
|
|
654,202
|
|
Expenses
|
|
|
|
|
Adviser fees
|
|
|
378,287
|
|
Professional fees
|
|
|
88,164
|
|
Administrator fees
|
|
|
84,546
|
|
Reports to stockholders
|
|
|
41,051
|
|
Trustees’ fees
|
|
|
39,119
|
|
Registration fees
|
|
|
29,166
|
|
Transfer agent fees
|
|
|
18,136
|
|
Custodian fees and expenses
|
|
|
13,166
|
|
Insurance expense
|
|
|
10,804
|
|
Other expense
|
|
|
3,449
|
|
Fund accounting fees
|
|
|
2,459
|
|
Total Expenses before Interest Expense
|
|
|
708,347
|
|
Interest expense
|
|
|
167,722
|
|
Total Expenses
|
|
|
876,069
|
|
Less: expenses waived by Adviser
|
|
|
(126,096
|
)
|
Net Expenses
|
|
|
749,973
|
|
Net Investment Loss
|
|
|
(95,771
|
)
|
Realized and Unrealized Gain (Loss) on Investments
|
|
|
|
|
Net realized loss on investments
|
|
|
(1,878,857
|
)
|
Net realized gain on options
|
|
|
89,749
|
|
Net realized loss on investments and options
|
|
|
(1,789,108
|
)
|
Net change in unrealized depreciation of investments
|
|
|
(2,679,549
|
)
|
Net change in unrealized depreciation of options
|
|
|
(35,332
|
)
|
Net change in unrealized depreciation of investments and options
|
|
|
(2,714,881
|
)
|
Net Realized and Unrealized Loss on Investments
|
|
|
(4,503,989
|
)
|
Net Decrease in Net Assets Applicable to Common Stockholders Resulting from Operations
|
|
$
|
(4,599,760
|
)
|
See Accompanying Notes to the Financial Statements.
11
The Cushing® Energy Income Fund
Statements of Changes in Net Assets
|
|
|
Fiscal Year
Ended
November 30,
2019
|
|
|
Fiscal Year
Ended
November 30,
2018
|
|
Operations
|
|
|
|
|
|
|
|
|
Net investment loss
|
|
$
|
(95,771
|
)
|
|
$
|
(34,684
|
)
|
Net realized loss on investments and options
|
|
|
(1,789,108
|
)
|
|
|
(1,233,863
|
)
|
Net change in unrealized depreciation of investments and options
|
|
|
(2,714,881
|
)
|
|
|
(236,917
|
)
|
Net decrease in net assets applicable to common stockholders resulting from operations
|
|
|
(4,599,760
|
)
|
|
|
(1,505,464
|
)
|
Distributions and Dividends to Common Stockholders
|
|
|
|
|
|
|
|
|
Distributable earnings
|
|
|
—
|
|
|
|
—
|
|
Return of capital
|
|
|
(1,187,995
|
)
|
|
|
(1,187,995
|
)
|
Total decrease in net assets applicable to common stockholders
|
|
|
(5,787,755
|
)
|
|
|
(2,693,459
|
)
|
Net Assets
|
|
|
|
|
|
|
|
|
Beginning of fiscal year
|
|
|
22,625,627
|
|
|
|
25,319,086
|
|
End of fiscal year
|
|
$
|
16,837,872
|
|
|
$
|
22,625,627
|
|
See Accompanying Notes to the Financial Statements.
12
The Cushing® Energy Income Fund
Statement of Cash Flows
Fiscal Year Ended November 30, 2019
|
Operating Activities
|
|
|
|
|
Decrease in Net Assets Applicable to Common Stockholders
|
|
|
|
|
Resulting from Operations
|
|
$
|
(4,599,760
|
)
|
Adjustments to reconcile decrease in net assets applicable to common stockholders resulting from operations to net cash provided by operating activities
|
|
|
|
|
Net change in unrealized depreciation of investments and options
|
|
|
2,714,881
|
|
Purchases of investments
|
|
|
(10,184,676
|
)
|
Proceeds from sales of investments
|
|
|
11,503,681
|
|
Proceeds from option transactions, net
|
|
|
1,214,452
|
|
Return of capital on distributions
|
|
|
672,751
|
|
Net realized losses on sales of investments and options
|
|
|
1,789,349
|
|
Purchases of short-term investments, net
|
|
|
(1,177
|
)
|
Net accretion/amortization of senior notes’ premiums/discounts
|
|
|
(26,594
|
)
|
Changes in operating assets and liabilities
|
|
|
|
|
Interest receivable
|
|
|
(8,018
|
)
|
Distributions and dividends receivable
|
|
|
36,215
|
|
Prepaid expenses and other receivables
|
|
|
(652
|
)
|
Payable to Adviser, net of waiver
|
|
|
(5,216
|
)
|
Distributions and dividends payable
|
|
|
14
|
|
Payable for investments purchased
|
|
|
88,115
|
|
Accrued interest expense
|
|
|
(479
|
)
|
Accrued expenses and other liabilities
|
|
|
15,109
|
|
Cash provided by operating activities
|
|
|
3,207,995
|
|
Financing Activities
|
|
|
|
|
Proceeds from borrowing facility
|
|
|
4,800,000
|
|
Repayment of borrowing facility
|
|
|
(6,820,000
|
)
|
Distributions and dividends paid to common stockholders
|
|
|
(1,187,995
|
)
|
Net cash used in financing activities
|
|
|
(3,207,995
|
)
|
Increase in Cash and Cash Equivalents
|
|
|
—
|
|
Cash and Cash Equivalents:
|
|
|
|
|
Beginning of fiscal year
|
|
|
—
|
|
End of fiscal year
|
|
$
|
—
|
|
Supplemental Disclosure of Cash Flow and Non-Cash Information
|
|
|
|
|
Interest Paid
|
|
$
|
168,648
|
|
See Accompanying Notes to the Financial Statements.
13
The Cushing® Energy Income Fund
Financial Highlights
|
|
|
Fiscal
Year Ended
November 30,
2019
|
|
|
Fiscal
Year Ended
November 30,
2018
|
|
|
Fiscal
Year Ended
November 30,
2017
|
|
|
Fiscal
Year Ended
November 30,
2016
|
|
|
Fiscal
Year Ended
November 30,
2015
|
|
Per Common Share Data (1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Asset Value, beginning of fiscal year
|
|
$
|
9.14
|
|
|
$
|
10.23
|
|
|
$
|
11.24
|
|
|
$
|
12.93
|
|
|
$
|
72.20
|
|
Income from Investment Operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income (loss)
|
|
|
(0.04
|
)
|
|
|
(0.02
|
)
|
|
|
(0.49
|
)
|
|
|
(0.13
|
)
|
|
|
0.24
|
|
Net realized and unrealized loss on investments
|
|
|
(1.82
|
)
|
|
|
(0.59
|
)
|
|
|
(0.04
|
)
|
|
|
(0.62
|
)
|
|
|
(54.84
|
)
|
Total decrease from investment operations
|
|
|
(1.86
|
)
|
|
|
(0.61
|
)
|
|
|
(0.53
|
)
|
|
|
(0.75
|
)
|
|
|
(54.60
|
)
|
Less Distributions to Common Stockholders:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Return of capital
|
|
|
(0.48
|
)
|
|
|
(0.48
|
)
|
|
|
(0.48
|
)
|
|
|
(0.94
|
)
|
|
|
(4.67
|
)
|
Total distributions to common stockholders
|
|
|
(0.48
|
)
|
|
|
(0.48
|
)
|
|
|
(0.48
|
)
|
|
|
(0.94
|
)
|
|
|
(4.67
|
)
|
Net Asset Value, end of fiscal year
|
|
$
|
6.80
|
|
|
$
|
9.14
|
|
|
$
|
10.23
|
|
|
$
|
11.24
|
|
|
$
|
12.93
|
|
Per common share fair value, end of fiscal year
|
|
$
|
5.76
|
|
|
$
|
7.58
|
|
|
$
|
8.68
|
|
|
$
|
9.80
|
|
|
$
|
11.75
|
|
Total Investment Return Based on Fair Value (2)
|
|
|
(18.50
|
)%
|
|
|
(8.12
|
)%
|
|
|
(6.72
|
)%
|
|
|
(6.71
|
)%
|
|
|
(80.59
|
)%
|
See Accompanying Notes to the Financial Statements.
14
The Cushing® Energy Income Fund
Financial Highlights — (Continued)
|
|
|
Fiscal
Year Ended
November 30,
2019
|
|
|
Fiscal
Year Ended
November 30,
2018
|
|
|
Fiscal
Year Ended
November 30,
2017
|
|
|
Fiscal
Year Ended
November 30,
2016
|
|
|
Fiscal
Year Ended
November 30,
2015
|
|
Supplemental Data and Ratios
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net assets applicable to common stockholders, end of fiscal year (000’s)
|
|
$
|
16,838
|
|
|
$
|
22,626
|
|
|
$
|
25,319
|
|
|
$
|
27,823
|
|
|
$
|
32,012
|
|
Ratio of expenses (including current and deferred income tax (benefit) expense) to average net assets after waiver (3) (4)
|
|
|
3.70
|
%
|
|
|
2.78
|
%
|
|
|
3.01
|
%
|
|
|
3.48
|
%
|
|
|
34.22
|
%
|
Ratio of net investment income (loss) to average net assets before waiver (5) (6)
|
|
|
(1.10
|
)%
|
|
|
(0.70
|
)%
|
|
|
0.04
|
%
|
|
|
(1.81
|
)%
|
|
|
(0.88
|
)%
|
Ratio of net investment income (loss) to average net assets after waiver (5) (6)
|
|
|
(0.47
|
)%
|
|
|
(0.13
|
)%
|
|
|
0.63
|
%
|
|
|
(1.35
|
)%
|
|
|
(0.88
|
)%
|
Ratio of net investment income (loss) to average net assets after current and deferred income tax benefit (expense), before waiver
|
|
|
(1.10
|
)%
|
|
|
(0.70
|
)%
|
|
|
0.04
|
%
|
|
|
(1.81
|
)%
|
|
|
(32.00
|
)%
|
Ratio of net investment income (loss) to average net assets after current and deferred income tax benefit (expense), after waiver
|
|
|
(0.47
|
)%
|
|
|
(0.13
|
)%
|
|
|
0.63
|
%
|
|
|
(1.35
|
)%
|
|
|
(32.00
|
)%
|
Portfolio turnover rate
|
|
|
41.47
|
%
|
|
|
39.53
|
%
|
|
|
55.91
|
%
|
|
|
53.44
|
%
|
|
|
68.52
|
%
|
Total borrowings outstanding (in thousands)
|
|
$
|
3,145
|
|
|
$
|
5,165
|
|
|
$
|
2,915
|
|
|
$
|
1,970
|
|
|
$
|
9,185
|
|
Asset coverage, per $1,000 of indebtedness(7)
|
|
$
|
6,354
|
|
|
$
|
5,381
|
|
|
$
|
9,731
|
|
|
$
|
15,122
|
|
|
$
|
4,485
|
|
(1)
|
Information presented relates to a share of common stock outstanding for the entire period.
|
(2)
|
The calculation assumes reinvestment of dividends at actual prices pursuant to the Fund’s dividend reinvestment plan. Total investment return does not reflect brokerage commissions.
|
(3)
|
For the fiscal year ended November 30, 2019, the Fund accrued $0 in net current and deferred tax.
|
|
For the fiscal year ended November 30, 2018, the Fund accrued $0 in net current and deferred tax.
|
|
For the fiscal year ended November 30, 2017, the Fund accrued $0 in net current and deferred tax.
|
|
For the fiscal year ended November 30, 2016, the Fund accrued $0 in net current and deferred tax.
|
|
For the fiscal year ended November 30, 2015, the Fund accrued $20,361,865 in net current and deferred tax benefit.
|
(4)
|
The ratio of expenses (including current and deferred income tax (benefit) expense) to average net assets before waiver was 4.32%, 3.35%, 3.60%, 3.94%, 34.22%, and (0.90)% for the fiscal years ended November 30, 2019, 2018, 2017, 2016, and 2015, respectively.
|
(5)
|
The ratio of expenses (excluding current and deferred income tax benefit (expense)) to average net assets before waiver was 4.32%, 3.35%, 3.60%, 3.94%, 3.10%, and 2.39% for the fiscal years ended November 30, 2019, 2018, 2017, 2016, and 2015, respectively. The ratio of expenses (excluding current and deferred income tax expense) to average net assets after waiver was 3.70%, 2.78%, 3.01%, 3.48%, 3.10%, and 2.39% for the fiscal years ended November 30, 2019, 2018, 2017, 2016, and 2015, respectively.
|
(6)
|
This ratio excludes current and deferred income tax benefit/expense on net investment income.
|
(7)
|
Calculated by subtracting the Fund’s total liabilities (not including borrowings) from the Fund’s total assets and dividing by the total borrowings.
|
See Accompanying Notes to the Financial Statements.
15
The Cushing® Energy Income Fund
Notes to Financial Statements
November 30, 2019
|
1. Organization
The Cushing® Energy Income Fund was formed as a Delaware statutory trust on July 18, 2011, and is a non-diversified, closed-end investment company under the Investment Company Act of 1940, as amended (the “1940 Act”). The Fund is managed by Cushing® Asset Management, LP (the “Adviser”). The Fund’s investment objective is to seek a high total return with an emphasis on current income. The Fund commenced operations on February 28, 2012. The Fund’s shares are listed on the New York Stock Exchange under the symbol “SRF.”
2. Significant Accounting Policies
A. Use of Estimates
The following is a summary of significant accounting policies, consistently followed by the Fund in preparation of the financial statements. The Fund is considered an investment company and accordingly, follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board Accounting Standard Codification Topic 946, Financial Services — Investment Companies, which is part of U.S. Generally Accepted Accounting Principles (“U.S. GAAP”).
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities, recognition of distribution income and disclosure of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates.
B. Investment Valuation
The Fund uses the following valuation methods to determine fair value as either fair value for investments for which market quotations are available, or if not available, the fair value, as determined in good faith pursuant to such policies and procedures as may be approved by the Fund’s Board of Trustees (“Board of Trustees”) from time to time. The valuation of the portfolio securities of the Fund currently includes the following processes:
(i) The market value of each security listed or traded on any recognized securities exchange or automated quotation system will be the last reported sale price at the relevant valuation date on the composite tape or on the principal exchange on which such security is traded except those listed on the NASDAQ Global Market®, NASDAQ Global Select Market® and the NASDAQ Capital Market® exchanges (collectively, “NASDAQ”). Securities traded on NASDAQ will be valued at the NASDAQ official closing price. If no sale is reported on that date, the closing price from the prior day may be used.
(ii) Listed options on debt securities are valued at the last sale price, or if there are no trades for the day, the mean of the bid price and the ask price. Unlisted options on debt or equity securities are valued based upon their composite bid prices if held long, or their composite ask prices if held short. Futures are valued at the settlement price. Premiums for the sale of options written by the Fund will be included in the assets of the Fund, and the market value of such options will be included as a liability.
(iii) The Fund’s non-marketable investments will generally be valued in such manner as the Adviser determines in good faith to reflect their fair values under procedures established by, and under the general supervision and responsibility of, the Board of Trustees. The pricing of all assets that are fair valued in this manner will be subsequently reported to and ratified by the Board of Trustees.
(iv) An equity security of a publicly traded company acquired in a private placement transaction without registration under the Securities Act of 1933, as amended (the “1933 Act”), is subject to restrictions on resale that can affect the security’s liquidity and fair value. If such a security is convertible into publicly traded common shares, the security generally will be valued at the common share market price adjusted by a percentage discount due to the restrictions and categorized as Level 2 in the fair value hierarchy.
16
To the extent that such securities are convertible or otherwise become freely tradable within a time frame that may be reasonably determined, an amortization schedule may be used to determine the discount. If the security has characteristics that are dissimilar to the class of security that trades on the open market, the security will generally be valued and categorized as Level 3.
The Fund may engage in short sale transactions. For financial statement purposes, an amount equal to the settlement amount, if any, is included in the Statement of Assets and Liabilities as a liability. The amount of the liability is subsequently marked-to-market to reflect the current value of the short positions. Subsequent fluctuations in market prices of securities sold short may require purchasing the securities at prices which may differ from the market value reflected on the Statement of Assets and Liabilities. When the Fund sells a security short, it must borrow the security sold short and deliver it to the broker-dealer through which it made the short sale. A gain, limited to the price at which the Fund sold the security short, or a loss, unlimited in size, will be recognized under the termination of a short sale. The Fund is also subject to the risk that it may be unable to reacquire a security to terminate a short position except at a price substantially in excess of the last quoted price. The Fund is liable for any distributions and dividends (collectively referred to as “Distributions”) paid on securities sold short and such amounts, if any, would be reflected as a Distribution expense in the Statement of Operations. The Fund’s obligation to replace the borrowed security will be secured by collateral deposited with the broker-dealer. The Fund also will be required to segregate similar collateral to the extent, if any, necessary so that the value of both collateral amounts in the aggregate is at all times equal to at least 100% of the fair value of the securities sold short. The Fund did not hold any securities sold short as of November 30, 2019.
C. Security Transactions, Investment Income and Expenses
Security transactions are accounted for on the date securities are purchased or sold (trade date). Realized gains and losses are reported on a specific identified cost basis. Interest income is recognized on an accrual basis, including amortization of premiums and accretion of discounts. Distributions are recorded on the ex-dividend date. Distributions received from the Fund’s investments in master limited partnerships (“MLPs”) generally are comprised of ordinary income, capital gains and return of capital from the MLPs. The Fund records investment income on the ex-date of the Distributions. For financial statement purposes, the Fund uses return of capital and income estimates to allocate the Distribution income received. Such estimates are based on historical information available from each MLP and other industry sources. These estimates may subsequently be revised based on information received from the MLPs after their tax reporting periods are concluded, as the actual character of these Distributions is not known until after the fiscal year end of the Fund.
The Fund estimates the allocation of investment income and return of capital for the Distributions received from its portfolio investments within the Statement of Operations. For the fiscal year ended November 30, 2019, the Fund has estimated approximately 62% of the Distributions received from its portfolio investments to be return of capital.
Expenses are recorded on an accrual basis.
D. Distributions to Stockholders
Distributions to common stockholders are recorded on the ex-dividend date. The character of Distributions to common stockholders made during the year may differ from their ultimate characterization for federal income tax purposes. For the fiscal year ended November 30, 2018, the Fund’s Distributions were 100% return of capital. For the fiscal year ended November 30, 2019, the Fund’s Distributions were expected to be 100% return of capital. For Federal income tax purposes, Distributions of short-term capital gains are treated as ordinary income distributions. In addition, on an annual basis, the Fund may distribute additional capital gains in the last calendar quarter, if necessary, to meet minimum distribution requirements and thus avoid being subject to excise taxes. The final tax character of Distributions paid for the fiscal year ended November 30, 2019 will be determined in early 2020.
17
E. Federal Income Taxation
The Fund intends to qualify each year for special tax treatment afforded to a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (“IRC”). In order to qualify as a RIC, the Fund must, among other things, satisfy income, asset diversification and distribution requirements. As long as it so qualifies, the Fund will not be subject to U.S. federal income tax to the extent that it distributes annually its investment company taxable income (which includes ordinary income and the excess of net short-term capital gain over net long-term capital loss) and its “net capital gain” (i.e., the excess of net long-term capital gain over net short-term capital loss). The Fund intends to distribute at least annually substantially all of such income and gain. If the Fund retains any investment company taxable income or net capital gain, it will be subject to U.S. federal income tax on the retained amount at regular corporate tax rates. In addition, if the Fund fails to qualify as a RIC for any taxable year, it will be subject to U.S. federal income tax on all of its income and gains at regular corporate tax rates.
The Fund recognizes in the financial statements the impact of a tax position, if that position is more-likely-than-not to be sustained on examination by the taxing authorities, based on the technical merits of the position. Tax benefits resulting from such a position are measured as the amount that has a greater than fifty percent likelihood on a cumulative basis to be sustained on examination.
F. Cash and Cash Equivalents
The Fund considers all highly liquid investments purchased with initial maturity equal to or less than three months to be cash equivalents.
G. Cash Flow Information
The Fund makes Distributions from investments, which include the amount received as cash distributions from MLPs, common stock dividends and interest payments. These activities are reported in the Statement of Changes in Net Assets, and additional information on cash receipts and payments is presented in the Statement of Cash Flows.
H. Indemnification
Under the Fund’s organizational documents, its officers and trustees are indemnified against certain liabilities arising out of the performance of their duties to the Fund. In addition, in the normal course of business, the Fund may enter into contracts that provide general indemnification to other parties. The Fund’s maximum exposure under such indemnification arrangements is unknown, as this would involve future claims that may be made against the Fund that have not yet occurred, and may not occur. However, the Fund has not had prior claims or losses pursuant to these contracts and expects the risk of loss to be remote.
I. Derivative Financial Instruments
The Fund provides disclosure regarding derivatives and hedging activity to allow investors to understand how and why the Fund uses derivatives, how derivatives are accounted for, and how derivative instruments affect the Fund’s results of operations and financial position.
The Fund occasionally purchases and sells (“writes”) put and call equity options as a source of potential protection against a broad market decline. A purchaser of a put option has the right, but not the obligation, to sell the underlying instrument at an agreed upon price (“strike price”) to the option seller. A purchaser of a call option has the right, but not the obligation, to purchase the underlying instrument at the strike price from the option seller. Options are settled for cash.
Purchased Options — Premiums paid by the Fund for purchased options are included in the Statement of Assets and Liabilities as an investment. The option is adjusted daily to reflect the fair value of the option and any change in fair value is recorded as unrealized appreciation or depreciation of investments. If the option is allowed to expire, the Fund will lose the entire premium paid and record a realized loss for the premium amount.
18
Premiums paid for purchased options which are exercised or closed are added to the amounts paid or offset against the proceeds on the underlying investment transaction to determine the realized gain/loss or cost basis of the security.
Written Options — Premiums received by the Fund for written options are included in the Statement of Assets and Liabilities. The amount of the liability is adjusted daily to reflect the fair value of the written option and any change in fair value is recorded as unrealized appreciation or depreciation of investments. Premiums received from written options that expire are treated as realized gains. The Fund records a realized gain or loss on written options based on whether the cost of the closing transaction exceeds the premium received. If a call option is exercised by the option buyer, the premium received by the Fund is added to the proceeds from the sale of the underlying security to the option buyer and compared to the cost of the closing transaction to determine whether there has been a realized gain or loss. If a put option is exercised by an option buyer, the premium received by the option seller reduces the cost basis of the purchased security.
Written uncovered call options subject the Fund to unlimited risk of loss. Written covered call options limit the upside potential of a security above the strike price. Put options written subject the Fund to risk of loss if the value of the security declines below the exercise price minus the put premium.
The Fund is not subject to credit risk on written options as the counterparty has already performed its obligation by paying the premium at the inception of the contract.
The Fund has adopted the disclosure provisions of Financial Accounting Standards Board (“FASB”) Accounting Standard Codification 815, Derivatives and Hedging (“ASC 815”). ASC 815 requires enhanced disclosures about the Fund’s use of and accounting for derivative instruments and the effect of derivative instruments on the Fund’s results of operations and financial position. Tabular disclosure regarding derivative fair value and gain/loss by contract type (e.g., interest rate contracts, foreign exchange contracts, credit contracts, etc.) is required and derivatives accounted for as hedging instruments under ASC 815 must be disclosed separately from those that do not qualify for hedge accounting. Even though the Fund may use derivatives in an attempt to achieve an economic hedge, the Fund’s derivatives are not accounted for as hedging instruments under ASC 815 because investment companies account for their derivatives at fair value and record any changes in fair value in current period earnings.
There were no transactions in purchased options during the fiscal year ended November 30, 2019.
The average monthly fair value of written options during the fiscal year ended November 30, 2019 was $367.
There were no open options contracts at November 30, 2019.
The effect of derivative instruments on the Statement of Operations for the fiscal year ended November 30, 2019:
Amount of Realized Gain on Derivatives Recognized in Income
|
Derivatives not accounted for as hedging instruments under ASC 815
|
|
Purchased
Options
|
|
|
Written
Options
|
|
|
Total
|
|
Equity Contracts
|
|
$
|
—
|
|
|
$
|
89,749
|
|
|
$
|
89,749
|
|
Amount of Unrealized Depreciation on Derivatives Recognized in Income
|
Derivatives not accounted for as hedging instruments under ASC 815
|
|
Purchased
Options
|
|
|
Written
Options
|
|
|
Total
|
|
Equity Contracts
|
|
$
|
—
|
|
|
$
|
(35,332
|
)
|
|
$
|
(35,332
|
)
|
19
J. Recent Accounting Pronouncements
In March 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2017-08, Premium Amortization of Purchased Callable Debt Securities. The amendments in the ASU shorten the premium amortization period on a purchased callable debt security from the security’s contractual life to the earliest call date. It is anticipated that this change will enhance disclosures by reducing losses recognized when a security is called on an earlier date. This ASU is effective for fiscal years beginning after December 15, 2018. The Adviser does not expect the ASU will have material impact on the financial statements and other disclosures.
3. Concentrations of Risk
The Fund, under normal market conditions, invests at least 80% of its assets (net assets plus any borrowings for investment purposes) in a portfolio of energy companies involved in exploring, developing, producing, transporting, gathering and processing, storing, refining, distributing, mining or marketing natural gas, natural gas liquids (including propane), crude oil, refined products or coal. Therefore, the Fund may be subject to more risks than if they were more broadly diversified over numerous industries and sectors of the economy. General changes in market sentiment towards companies in the sectors in which they invest may adversely affect the Fund, and the performance of such sectors may lag behind the broader market as a whole.
The Fund is also subject to MLP structure risk. Holders of MLP units are subject to certain risks inherent in the structure of MLPs, including (i) tax risks, (ii) the limited ability to elect or remove management or the general partner or managing member, (iii) limited voting rights, except with respect to extraordinary transactions, and (iv) conflicts of interest between the general partner or managing member and its affiliates, on the one hand, and the limited partners or members, on the other hand, including those arising from incentive distribution payments or corporate opportunities.
4. Agreements and Related Party Transactions
The Fund has entered into an Investment Management Agreement with the Adviser (the “Agreement”). Under the terms of the Agreement, the Fund will pay the Advisor a fee, payable at the end of each calendar month, at an annual rate equal to 1.50% of the average weekly value of the Fund’s Managed Assets during such month for the services and facilities provided by the Adviser to the Fund. The Fund’s Board of Trustees approved a waiver of the advisory fees to the Adviser in the amount of 0.50% of the Fund’s Managed Assets through February 1, 2020. The Adviser earned $378,287 and waived $126,096 in advisory fees for the fiscal year ended November 30, 2019. The Adviser will not recoup any of the waived expenses from the Fund.
The Fund has engaged U.S. Bancorp Fund Services, LLC, d/b/a U.S. Bancorp Global Fund Services (“Fund Services”) to serve as the Fund’s administrator. The Fund pays the administrator a monthly fee computed at an annual rate of 0.09% of the first $100,000,000 of the Fund’s average daily net assets, 0.07% on the next $200,000,000 of average daily net assets and 0.04% on the balance of the Fund’s average daily net assets, with a minimum annual fee of $70,000.
Fund Services serves as the Fund’s transfer agent, dividend paying agent, and agent for the automatic dividend reinvestment plan.
U.S. Bank, N.A. serves as the Fund’s custodian. The Fund pays the custodian a monthly fee computed at an annual rate of 0.004% of the Fund’s average daily market value, with a minimum annual fee of $4,800.
Fees paid to trustees for their services to the Fund are reflected as Trustees’ fees on the Statement of Operations.
5. Income Taxes
It is the Fund’s intention to continue to qualify as a RIC under Subchapter M of the IRC and distribute all of its taxable income. Accordingly, no provision for federal income taxes is required in its financial statements.
20
The amount and character of income and capital gain distributions to be paid, if any, are determined in accordance with federal income tax regulations, which may differ from U.S. GAAP. These differences are primarily due to differences in the timing of recognition of gains or losses on investments. Permanent book and tax basis differences resulted in the reclassifications of $2,590,583 to accumulated net losses and $2,590,583 from additional paid-in capital.
The following information is provided on a tax basis as of November 30, 2019:
Cost of investments
|
|
$
|
22,990,255
|
|
Gross unrealized appreciation
|
|
|
1,555,399
|
|
Gross unrealized depreciation
|
|
|
(4,617,652
|
)
|
Net unrealized depreciation
|
|
|
(3,062,253
|
)
|
Undistributed ordinary income
|
|
|
—
|
|
Undistributed long-term gains
|
|
|
—
|
|
Other accumulated losses
|
|
|
(132,801,406
|
)
|
Accumulated net losses
|
|
$
|
(135,863,659
|
)
|
As of November 30, 2019, for federal income tax purposes, capital loss carryforwards of $131,715,566 were available as shown in the table below, to the extent provided by the regulations to offset future realized gains through the years indicated. $2,443,001 of capital loss carryforward expired as of November 30, 2019.
Fiscal year Ended Capital Losses
|
|
Amount
|
|
|
Expiration
|
|
November 30, 2015
|
|
$
|
89,036,198
|
|
|
|
November 30, 2020
|
|
November 30, 2016
|
|
|
39,588,381
|
|
|
|
November 30, 2021
|
|
November 30, 2019
|
|
|
3,090,987
|
|
|
|
Unlimited
|
|
Total
|
|
$
|
131,715,566
|
|
|
|
|
|
Current year capital loss carryforward is comprised of short-term capital loss of $1,418,149 and long-term capital loss of $1,672,838.
The Fund recognizes the tax benefits of uncertain tax positions only where the position is “more likely than not” to be sustained assuming examination by tax authorities. Management has analyzed the Fund’s tax positions, and has concluded that no liability for unrecognized tax benefits should be recorded related to uncertain tax positions taken on U.S. tax returns and state tax returns filed since inception of the Fund. No income tax returns are currently under examination. All tax years beginning with November 30, 2016 remain subject to examination by the tax authorities in the United States. Due to the nature of the Fund’s investments, the Fund may be required to file income tax returns in several states. The Fund is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially in the next 12 months.
In order to meet certain excise tax distributions requirements, the Fund is required to measure and distribute annually net capital gains realized during a twelve month period ending November 30 and net investment income earned during a twelve month period ending December 31. In connection with this, the Fund is permitted for tax purposes to defer into their next fiscal year qualified late year losses. Qualified late year ordinary losses are any net ordinary capital losses incurred between January 1 and the end of their fiscal year, November 30, 2019. The Fund is deferring $342,813 for the fiscal year ended November 30, 2019.
6. Fair Value Measurements
Various inputs that are used in determining the fair value of the Fund’s investments are summarized in the three broad levels listed below:
|
●
|
Level 1 — quoted prices in active markets for identical securities
|
21
|
●
|
Level 2 — other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)
|
|
●
|
Level 3 — significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments)
|
The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.
These inputs are summarized in the three broad levels listed below.
|
|
|
|
|
|
Fair Value Measurements at Reporting Date Using
|
|
Description
|
|
Fair Value as of
November 30,
2019
|
|
|
Quoted Prices in
Active Markets
for Identical
Assets
(Level 1)
|
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity Securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock(a)
|
|
$
|
12,386,601
|
|
|
$
|
12,386,601
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Master Limited Partnerships and Related Companies(a)
|
|
$
|
4,266,441
|
|
|
$
|
4,266,441
|
|
|
$
|
—
|
|
|
|
—
|
|
Preferred Stock(a)
|
|
$
|
27,581
|
|
|
$
|
—
|
|
|
$
|
27,581
|
|
|
$
|
—
|
|
Total Equity Securities
|
|
$
|
16,680,623
|
|
|
$
|
16,653,042
|
|
|
$
|
27,581
|
|
|
|
—
|
|
Notes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Senior Notes(a)
|
|
$
|
3,230,668
|
|
|
$
|
—
|
|
|
$
|
3,230,668
|
|
|
$
|
—
|
|
Total Notes
|
|
$
|
3,230,668
|
|
|
|
—
|
|
|
$
|
3,230,668
|
|
|
|
—
|
|
Other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-Term Investments
|
|
$
|
16,798
|
|
|
$
|
16,798
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Total Other
|
|
$
|
16,798
|
|
|
$
|
16,798
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Total
|
|
$
|
19,928,089
|
|
|
$
|
16,669,840
|
|
|
$
|
3,258,249
|
|
|
$
|
—
|
|
(a)
|
All other industry classifications are identified in the Schedule of Investments. The Fund did not hold Level 3 investments at any time during the fiscal year ended November 30, 2019.
|
7. Investment Transactions
For the fiscal year ended November 30, 2019, the Fund purchased (at cost) and sold securities (proceeds) in the amount of $10,184,676 and $11,503,681 (excluding short-term securities), respectively. The Fund sold written options (proceeds) and covered written options (at cost) in the amount of $45,076 and $1,169,376, respectively.
8. Common Stock
The Fund had unlimited shares of capital stock authorized and 2,474,989 shares outstanding as of November 30, 2019. Transactions in common stock for the fiscal years ended November 30, 2018 and November 30, 2019 were as follows:
Shares at November 30, 2017
|
|
|
2,474,989
|
|
Shares at November 30, 2018
|
|
|
2,474,989
|
|
Shares at November 30, 2019
|
|
|
2,474,989
|
|
9. Borrowing Facilities
The Fund maintained a margin account arrangement with ScotiabankTM during the period. The interest rate charged on margin borrowing is tied to the cost of funds for ScotiabankTM (which approximates LIBOR plus 1.00%). Proceeds from the margin account arrangement are used to execute the Fund’s investment objective.
22
The average principal balance and interest rate for the fiscal year during which the credit facilities were utilized during the fiscal year ended November 30, 2019 was $5,047,356 and 3.28%, respectively. At November 30, 2019, the principal balance outstanding was $3,145,000.
10. Subsequent Events
Subsequent to November 30, 2019, the Fund declared monthly distributions to common stockholders in the amount of $0.040 per share per month, payable on December 31, 2019 and January 31, 2020, to stockholders of record on December 16, 2019 and January 17, 2020, respectively.
23
The Cushing® Energy Income Fund
Report of Independent Registered Public Accounting Firm
|
To the Shareholders and the Board of Trustees of
The Cushing Energy Income Fund
Opinion on the Financial Statements
We have audited the accompanying statement of assets and liabilities of The Cushing Energy Income Fund (the “Fund”), including the schedule of investments, as of November 30, 2019, and the related statements of operations and cash flows for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the five years in the period then ended and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund at November 30, 2019, the results of its operations and its cash flows for the year then ended, the changes in its net assets for each of the two years in the period then ended and its financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.
Basis for Opinion
These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Fund is not required to have, nor were we engaged to perform, an audit of the Fund’s internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of November 30, 2019, by correspondence with the custodian and brokers. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
We have served as the auditor of one or more Cushing investment companies since 2011.
Dallas, Texas
January 28, 2020
24
The Cushing® Energy Income Fund
Trustees and Executive Officers (Unaudited)
November 30, 2019
|
Set forth below is information with respect to each of the Trustees and executive officers of the Trust, including their principal occupations during the past five years. The business address of the Fund, its Trustees and executive officers is 300 Crescent Court, Suite 1700, Dallas, Texas 75201.
Board of Trustees
Name and
Year of Birth
|
Position(s) Held
with the Trust
|
Term of
Office and
Length
of Time
Served(1)
|
Principal Occupations
During Past Five Years
|
Number of
Portfolios
in Fund
Complex(2)
Overseen
by Trustee
|
Other Directorships Held by Trustee
During the Past Five Years
|
Independent Trustees
|
|
|
|
|
Brian R. Bruce
(1955)
|
Lead Independent Trustee
|
Trustee
since 2007
|
Chief Executive Officer, Hillcrest Asset Management, LLC (2008 to present) (registered investment adviser). Previously, Director of Southern Methodist University’s Encap Investment and LCM Group Alternative Asset Management Center (2006 to 2011). Chief Investment Officer of Panagora Asset Management, Inc. (1999 to 2007) (investment management company).
|
4
|
CM Advisers Family of Funds (2 series) (2003 to present).
|
Brenda A. Cline
(1960)
|
Trustee and Chair of the Audit Committee
|
Trustee
since 2017
|
Chief Financial Officer, Secretary and Treasurer of Kimbell Art Foundation (1993 – present)
|
4
|
American Beacon Funds (34 Series) (2004 – present); Tyler Technologies, Inc. (2014 – present) (software); Range Resources Corporation (2015 – present) (natural gas and oil exploration and production).
|
Ronald P. Trout
(1939)
|
Trustee and Chairman of the Nominating and Corporate Governance Committee
|
Trustee
since 2007
|
Retired. Previously, founding partner and Senior Vice President of Hourglass Capital Management, Inc. (1989 to 2002) (investment management company).
|
4
|
Dorchestor Minerals, L.P. (2008 to present) (acquisition, ownership and administration of natural gas and crude oil royalty, net profits and leasehold interests in the U.S.)
|
Interested Trustees
|
|
|
|
|
Jerry V. Swank
(1951)(3)
|
Trustee, Chairman of the Board, Chief Executive Officer and President
|
Trustee
since 2007
|
Managing Partner of the Adviser and founder of Swank Capital, LLC (2000 to present).
|
4
|
E-T Energy Ltd. (2008 to 2014) (developing, operating, producing and selling recoverable bitumen).
|
(1)
|
After a Trustee’s initial term, each Trustee is expected to serve a three-year term concurrent with the class of Trustees for which he serves. Ms. Cline and Mr. Swank are expected to stand for re-election in 2020, Mr. Bruce 2021, and Mr. Trout in 2022.
|
(2)
|
The “Fund Complex” includes each registered investment company for which the Adviser serves as investment adviser. As of November 30, 2019, there were four funds in the Fund Complex.
|
(3)
|
Mr. Swank is an “interested person” of the Fund, as defined under the 1940 Act, by virtue of his position as Managing Partner of the Adviser.
|
25
Executive Officers
The following provides information regarding the executive officers of the Fund who are not Trustees. Officers serve at the pleasure of the Board of Trustees and until his or her successor is appointed and qualified or until his or her earlier resignation or removal.
Name and
Year of Birth
|
Position(s) Held
with the Trust
|
Term of
Office and
Length of
Time
Served(1)
|
Principal Occupations During Past Five Years
|
Jerry V. Swank
(1951)
|
Chief Executive Officer and President
|
Officer since 2007
|
Managing Partner of the Adviser and founder of Swank Capital, LLC (2000 to present).
|
John H. Alban
(1963)
|
Chief Financial Officer and Treasurer
|
Officer since 2010
|
Chief Executive Officer (“CEO”) (2019 – present) and Chief Operating Officer (“COO”) of the Adviser (2010 – present); Previously, Chief Administrative Officer of NGP Energy Capital Management (2007 – 2009); COO of Spinnerhawk Capital Management, L.P. (2005 – 2007).
|
Barry Y. Greenberg
(1963)
|
Chief Compliance Officer and Secretary
|
Officer since 2010
|
General Counsel and Chief Compliance Officer (“CCO”) of the Adviser; Partner at Akin Gump Strauss Hauer & Feld LLP (2005 – 2010); Vice President, Legal, Compliance & Administration at American Beacon Advisors (1995 – 2005); Attorney and Branch Chief at the U.S. Securities and Exchange Commission (1988 – 1995).
|
26
The Cushing® Energy Income Fund
Additional Information (Unaudited)
November 30, 2019
|
Investment Policies and Parameters
The Fund is a non-diversified, closed-end management investment company under the 1940 Act. Accordingly, the Fund may invest a greater portion of its assets in a more limited number of issuers than a diversified fund. An investment in the Fund may present greater risk to an investor than an investment in a diversified portfolio because changes in the financial condition or market assessment of a single issuer may cause greater fluctuations in the value of the Fund’s shares.
The Board of Trustees approved certain changes in the Fund’s non-fundamental investment policies, which became effective as of October 1, 2016.
Prior to October 1, 2016, the Fund pursued its investment objective by investing in companies engaged in the upstream energy markets. Under the modified investment policies, the Fund will focus on a wider array of exploration and production (“E&P”) companies, including large cap E&P companies and integrated energy companies with significant E&P activities.
Effective as of October 1, 2016:
|
●
|
Under normal market conditions, the Fund will invest at least 80% of its net assets, plus any borrowings for investment purposes, in public and private securities of energy companies involved in exploring, developing, producing, transporting, gathering and processing, storing, refining, distributing, mining or marketing natural gas, natural gas liquids (including propane), crude oil, refined products or coal.
|
|
●
|
The Fund will invest no more than 25% of its total assets in securities of energy master limited partnerships (“MLPs”) that qualify as publicly traded partnerships under the Internal Revenue Code.
|
No other changes to the Trust’s investment policies were made in connection with these changes, nor are any such further changes currently anticipated. No action was required by shareholders of the Trust in connection with these investment policy changes.
The Commodity Futures Trading Commission (“CFTC”) amended Rule 4.5, which permits investment advisers to registered investment companies to claim an exclusion from the definition of commodity pool operator with respect to a fund provided certain requirements are met. In order to permit the Adviser to continue to claim this exclusion with respect to the Fund under the amended rule, the Fund limits its transactions in futures, options of futures and swaps (excluding transactions entered into for “bona fide hedging purposes,” as defined under CFTC regulations) such that either: (i) the aggregate initial margin and premiums required to establish its futures, options on futures and swaps do not exceed 5% of the liquidation value of the Fund’s portfolio, after taking into account unrealized profits and losses on such positions; or (ii) the aggregate net notional value of its futures, options on futures and swaps does not exceed 100% of the liquidation value of the Fund’s portfolio, after taking into account unrealized profits and losses on such positions. The Fund and the Adviser do not believe that complying with the amended rule will limit the Fund’s ability to use futures, options and swaps to the extent that it has used them in the past.
Trustee and Executive Officer Compensation
The Fund does not currently compensate any of its trustees who are interested persons or any of its officers. For the fiscal year ended November 30, 2019, the aggregate compensation paid by the Fund to the independent trustees was $39,119. The Fund did not pay any special compensation to any of its trustees or officers. The Fund continuously monitors standard industry practices and this policy is subject to change.
27
Cautionary Note Regarding Forward-Looking Statements
This report contains “forward-looking statements” as defined under the U.S. federal securities laws. Generally, the words “believe,” “expect,” “intend,” “estimate,” “anticipate,” “project,” “will” and sim-ilar expressions identify forward-looking statements, which generally are not historical in nature. Forward-looking statements are subject to certain risks and uncertainties that could cause actual results to materially differ from the Fund’s historical experience and its present expectations or projections indicated in any forward-looking statements. These risks include, but are not limited to, changes in economic and political conditions; regulatory and legal changes; energy industry risk; leverage risk; valuation risk; interest rate risk; tax risk; and other risks discussed in the Fund’s filings with the SEC. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. The Fund undertakes no obligation to update or revise any forward-looking statements made herein. There is no assurance that the Fund’s investment objective will be attained.
Proxy Voting Policies
A description of the policies and procedures that the Fund uses to determine how to vote proxies relat-ing to portfolio securities owned by the Fund and information regarding how the Fund voted proxies relating to the portfolio of securities during the 12-month period ended June 30 are available to share-holders without charge, upon request by calling the Fund toll-free at (800) 236-4424 and on the Fund’s website at www.cushingcef.com. Information regarding how the Fund voted proxies are also available to stockholders without charge on the SEC’s website at www.sec.gov.
Form N-Q
The Fund files its complete schedule of portfolio holdings for the first and third quarters of each fiscal year with the SEC on Form N-Q. The Fund’s Form N-Q and statement of additional information are available without charge by visiting the SEC’s website at www.sec.gov. In addition, you may review and copy the Fund’s Form N-Q at the SEC’s Public Reference Room in Washington D.C. You may obtain information on the operation of the Public Reference Room by calling (800) SEC-0330.
Portfolio Turnover
The portfolio turnover rate for the fiscal year ended November 30, 2019 was 41.47%. Portfolio turnover may vary greatly from period to period. The Fund does not consider portfolio turnover rate a limiting factor in the Adviser’s execution of investment decisions, and the Fund may utilize investment and trading strategies that may involve high portfolio turnover. A higher portfolio turnover rate results in correspondingly greater brokerage commissions and other transactional expenses that are borne by the Fund.