NB DISTRESSED DEBT INVESTMENT FUND LIMITED
2022 Interim Report
Unaudited CONSOLIDATED Interim Financial Statements
For the six month period ended 30 June 2022
COMPANY OVERVIEW | Features |
Features
NB Distressed Debt Investment Fund Limited (the "Company")
The Company is a closed-ended investment company incorporated and registered in Guernsey on 20 April 2010 with registration number 51774 . The Company is governed under the provisions of the Companies (Guernsey) Law, 2008 (as amended) (the "Law"), and the Registered Collective Investment Scheme Rules 2018 issued by the Guernsey Financial Services Commission ("GFSC"). It is a non-cellular company limited by shares and has been declared by the GFSC to be a registered closed-ended collective investment scheme. The Company trades on the Specialist Fund Segment ("SFS") of the London Stock Exchange ("LSE").
The Company is a member of the Association of Investment Companies (the "AIC") and is classified within the Debt - Loans & Bonds Category.
Investment Objective
The Company's primary objective is to provide investors with attractive risk-adjusted returns through long-biased, opportunistic exposure to stressed, distressed and special situation credit-related investments while seeking to limit downside risk by, amongst other things, focusing on senior and senior secured debt with both collateral and structural protection.
Investment Policy
More information on the Company's investment policy is provided on page 4 of the Annual Report and Financial Statements for the year ended 31 December 2021.
Alternative Investment Fund Manager ("AIFM") and Manager
Investment management services are provided to the Company by Neuberger Berman Investment Advisers LLC (the "AIFM") and Neuberger Berman Europe Limited (the "Manager"), collectively the "Investment Manager". The AIFM is responsible for risk management and discretionary management of the Company's Portfolio and the Manager provides, amongst other things, certain administrative services to the Company.
Share Capital
As at 30 June 2022 the Company's share capital comprised the following1:
Ordinary Share Class ("NBDD")
15,382,770 Ordinary Shares, none of which were held in treasury.
Extended Life Share Class ("NBDX")
80,545,074 Extended Life Shares, none of which were held in treasury.
New Global Share Class ("NBDG")
41,116,617 New Global Shares, none of which were held in treasury.
For the purposes of efficient portfolio management, the Company has established a number of wholly-owned subsidiaries domiciled in the US, the Cayman Islands and Luxembourg. All references to the Company in this document refer to the Company together with its wholly-owned subsidiaries.
Non-Mainstream Pooled Investments
The Company currently conducts its affairs so that the shares issued by the Company can be recommended by Independent Financial Advisers to ordinary retail investors in accordance with the Financial Conduct Authority's ("FCA") rules in relation to non-mainstream pooled investment ("NMPI") products and intends to continue to do so for the foreseeable future.
The Company's shares are excluded from the FCA's restrictions which apply to NMPI products.
Company Numbers
Ordinary Shares
LSE ISIN code: GG00BDFZ6F78
Bloomberg code: NBDD: LN
Extended Life Shares
LSE ISIN code: GG00BMY71631
Bloomberg code: NBDX:LN
New Global Shares
LSE ISIN code: GG00BMY71748
Bloomberg code: NBDG:LN
Legal Entity Identifier
YRFO7WKOU3V511VFX790
Website
1 In addition the Company has two Class A Shares in issue. Further information is provided in the Capital Structure section of this report on page 3
COMPANY OVERVIEW | Capital Structure |
Capital Structure
The Company's share capital consists of three different share classes, all of which are in the harvest period: the Ordinary Share Class; the Extended Life Share Class; and the New Global Share Class. These share classes each have different capital return profiles and, in one instance a different geographical remit. In addition, the Company has two Class A Shares in issue. While the Company's share classes are all now in harvest, returning capital to shareholders, the Company's corporate umbrella itself has an indefinite life to allow for flexibility for the Company to add new share classes if demand, market opportunities and shareholder approval supported such a move, although the Company has no current plans to create new share classes. Each share class is considered in turn below.
Ordinary Share Class
NBDD was established at the Company's launch on 10 June 2010 with a remit to invest in the global distressed debt market with a focus on North America. The investment period of NBDD expired on 10 June 2013.
Voting rights: Yes
Denomination: US Dollars
Hedging: Portfolio hedged to US Dollars
Authorised share capital: Unlimited
Par value: Nil
Extended Life Share Class
A vote was held at a class meeting of NBDD shareholders on 8 April 2013 where the majority of shareholders voted in favour of a proposed extension.
Following this meeting and with the NBDD shareholders' approval of the extension, on 9 April 2013 a new Class, NBDX, was created and the NBDX Shares were issued to 72% of initial NBDD investors who elected to convert their NBDD Shares to NBDX Shares. NBDX had a remit to invest in the global distressed debt market with a focus on North America. The investment period of NBDX expired on 31 March 2015.
Voting rights: Yes
Denomination: US Dollars
Hedging: Portfolio hedged to US Dollars
Authorised share capital: Unlimited
Par value: Nil
New Global Share Class
NBDG was created on 4 March 2014 and had a remit to invest in the global distressed market with a focus on Europe and North America. The investment period of NBDG expired on 31 March 2017.
Voting rights: Yes
Denomination: Pound Sterling
Hedging: Unhedged portfolio
Authorised share capital: Unlimited
Par value: Nil
Class A Shares
The Class A Shares are held by a trustee pursuant to a purpose trust established under Guernsey law. Under the terms of the Trust Deed the Trustee holds the Class A Shares for the purpose of exercising the right to receive notice of general meetings of the Company but the Trustee shall only have the right to attend and vote at general meetings of the Company when there are no other Shares of the Company in issue.
Voting rights: No
Denomination: US Dollars
Authorised share capital: 10,000 Class A Shares
Par value: US Dollar $1
2022 INTERIM PERFORMANCE REVIEW | Financial Highlights |
Financial Highlights
Key Figures
AS At 30 June 2022 (Unaudited) |
Ordinary Share Class |
Extended Life Share Class |
New Global Share Class1 |
Aggregated |
Net Asset Value ("NAV") ($ millions) |
12.6 |
74.8 |
32.4 |
119.8 |
NAV per Share ($) |
0.8161 |
0.9287 |
0.7883 |
- |
Share Price ($) |
0.7250 |
0.5900 |
0.4615 |
- |
NAV per Share (£) |
- |
- |
0.6491 |
- |
Share Price (£) |
- |
- |
0.38 |
- |
Premium /(Discount) to NAV per Share |
(11.16%) |
(36.47%) |
(41.46%) |
- |
Portfolio of Distressed Investments ($ millions) |
8.4 |
57.0 |
30.3 |
95.7 |
Cash and Cash Equivalents ($ millions) |
3.5 |
18.6 |
3.5 |
25.6 |
Total Expense Ratio ("TER")2 |
0.96% |
1.01% |
1.34% |
- |
Ongoing Charges 3 |
0.92% |
0.97% |
1.31% |
- |
|
|
|
|
|
AS At 31 December 2021 (audited) |
Ordinary Share Class |
Extended Life Share Class |
New Global Share Class1 |
Aggregated |
Net Asset Value ("NAV") ($ millions) |
13.9 |
74.5 |
32.2 |
120.6 |
NAV per Share ($) |
0.9028 |
0.9243 |
0.7835 |
- |
Share Price ($) |
0.745 |
0.6175 |
0.5486 |
- |
NAV per Share (£) |
- |
- |
0.5785 |
- |
Share Price (£) |
- |
- |
0.405 |
- |
Premium /(Discount) to NAV per Share |
(17.48%) |
(33.19%) |
(29.99%) |
- |
Portfolio of Distressed Investments ($ millions) |
10.3 |
63.6 |
30.5 |
104.4 |
Cash and Cash Equivalents ($ millions) |
3.7 |
10.4 |
1.2 |
15.3 |
Total Expense Ratio ("TER")2 |
1.52% |
1.35% |
1.64% |
- |
Ongoing Charges 3 |
1.37% |
1.24% |
1.56% |
- |
|
|
|
|
|
1 Stated in US Dollars, the £ price as at 30 June 2022 and 31 December 2021 converted to US Dollars using respective period/year end exchange rates.
2 The TERs represent the Company's management fees and all other operating expenses, as required by US Generally Accepted Accounting Principles ("US GAAP"), expressed as a percentage of average net assets.
3 In the period to 30 June 2022, the Company's Ongoing Charges were 1.06%. This figure is based on an expense figure for the period to 30 June 2022 of $636,143. This figure, which has been prepared in accordance with AIC guidance represents the Company's operating expenses, excluding finance costs payable, expressed as a percentage of average net assets. Effective 18 March 2021, the Investment Manager had waived its entitlement to all fees from the Company. The Ongoing Charges by share class are disclosed above.
Summary of Value in Excess of Original Capital Invested
AS At 30 JunE 2022 |
Ordinary |
Extended Life |
New Global |
Original Capital Invested |
(124,500,202) |
(359,359,794) |
(110,785,785) |
Total Capital Distributions |
129,627,394 |
259,844,033 |
42,460,798 |
Total Income Distributions 1 |
3,166,835 |
18,198,358 |
4,042,369 |
Distributions as % of Original Capital |
107% |
77% |
42% |
Total Buybacks |
- |
12,112,379 |
10,924,963 |
NAV |
12,554,620 |
74,805,499 |
26,689,818 |
Total of NAV Plus Capital and Income Returned ("Value") |
145,348,849 |
364,960,269 |
84,117,948 |
Value in Excess of Original Capital Invested |
20,848,647 |
5,600,475 |
(26,667,837) |
Value as % of Original Capital Invested |
117% |
102% |
76% |
AS At 31 December 2021 |
Ordinary |
Extended Life |
New Global |
Original Capital Invested |
(124,500,202) |
(359,359,794) |
(110,785,785) |
Total Capital Distributions |
129,627,394 |
259,844,033 |
42,460,798 |
Total Income Distributions 1 |
3,166,835 |
14,896,010 |
2,685,521 |
Distributions as % of Original Capital |
107% |
76% |
41% |
Total Buybacks |
- |
12,112,379 |
10,924,963 |
NAV |
13,887,833 |
74,450,993 |
23,784,796 |
Total of NAV Plus Capital and Income Returned ("Value") |
146,682,062 |
361,303,415 |
79,856,078 |
Value in Excess of Original Capital Invested |
22,181,860 |
1,943,621 |
(30,929,707) |
Value as % of Original Capital Invested |
118% |
101% |
72% |
1 By way of dividend
2022 INTERIM PERFORMANCE REVIEW | Chairman's Statement
Chairman's Statement
Dear Shareholder,
The six-month period ending 30 June 2022 continued to see unprecedented economic and social disruption driven by Russia's invasion of Ukraine. With each share class in its harvest period, we continue to seek to balance the pace of exits and the value achieved for shareholders as we return capital to our investors. As a reminder, the Ordinary class shareholders will no longer receive capital distributions until such time as all final assets attributable to them have been realised to ensure compliance with UK regulations.
Company Performance
As at 30 June 2022, the Company had returned a total of $132.8m or 106.7% of NBDD investors' original capital of $124.5m, $290m or 80.7% of NBDX investors' original capital of $359.4m and £57.4m or 51.8% of NBDG investors' original capital of £110.8m. Currently we are in what we hope to be the final stages of harvesting a number of investments and we will keep investors informed as sales occur. It is our intention to fully harvest NBDD's investments during the next 12 months, subject to market conditions. The Board continues to monitor all costs to ensure that they are appropriate as we are conscious that shareholders may be concerned about the impact of costs on a reducing portfolio during the harvest period. We would therefore remind shareholders that with effect from 18 March 2021 our investment manager agreed to waive all future fees.
Annual General Meeting ("AGM") Results
We were pleased to see that shareholders voted overwhelmingly in favour of all resolutions proposed at our AGM held on 30 June 2022 with all but two being passed unanimously. We appreciate that circumstances have adversely impacted the results the company has achieved and would like to take the opportunity to thank you all for your votes and continued support. We would continue to highlight the importance of voting in the AGM. We are always happy to receive any questions or concerns from shareholders ahead of the AGM so they can be addressed beforehand.
Board Composition, Independence and Diversity
Due to the current unchanged status of the fund it has been agreed to not refresh the board at this time.
Distributions
During the period we achieved the first realisation of an asset for some time and we were pleased to announce income distributions, relating to calendar years 2019 and 2020 of $0.041 per Extended Life Share and £0.033 per New Global Share (collectively the "Share Classes"), to be payable on 15 July 2022 to shareholders on the register of the respective Share Classes as at the close of business on 1 July 2022. We will continue to put our income distribution policy to a shareholder vote at each annual general meeting. I would like to remind shareholders that such distributions occur on an ad-hoc basis and are not expected to be either material or equal for each share class.
Outlook
As reported in the annual report the final distributions from each share class have been delayed. The Ordinary class of shares will be the first to commence the final wind up process later this year, followed by the Extended share class and then the New Global share class. As is normally the case with investment companies, as opposed to those with commercial undertakings, this does not currently have any material impact on the Company's ability to continue as a going concern or to remain viable. However, the whole process must be managed in a way that ensures compliance with UK regulations. The Extended and Global classes will continue to distribute until their net assets are reduced to approximately $36.5m and £8.4m respectively. In certain cases, the cash associated with these share classes will need to remain in underlying corporate vehicles while tax and other matters relating to those vehicles are concluded. We will keep investors appraised of developments in respect of the remaining assets.
For regulatory reasons, the final 10% of the total return (NAV plus cumulative distributions) in respect of any class of participating shares in NBDDIF will be returned to shareholders with a final compulsory redemption of all of the outstanding shares of that class. As such, there will be no further distribution for NBDD (ordinary share class) until the final distribution to investors and the wind-down of the share class. The investment manager is evaluating options to wind down NBDD and will keep investors informed as there is more clarity.
We declared further income distributions to shareholders in the Extended and Global classes in respect of the calendar year 2021 of $0.031 and £0.025 respectively which have been funded by a recent asset disposal. The residual proceeds from that disposal will be aggregated with those from another that is close to completion and we expect to make capital distributions in Q4 to shareholders in the Extended and Global classes.
On behalf of the Board, I would like to thank our longstanding shareholders for your support of our Company. We look forward to updating you further on investment realisations throughout the remainder of the year.
John Hallam
Chairman
25 August 2022
2022 INTERIM PERFORMANCE REVIEW | Investment Manager's Report
Investment Manager's Report
rdinary Share Class
Summary
During the first half of 2022 the NAV per share decreased by 9.6%. Public markets continue to be volatile as investors monitor multiple themes that could impact global growth. Dominant themes include tightening fiscal and monetary conditions, persistently higher inflation, supply chain disruptions, a tight labour market, and the ongoing Russian war in Ukraine. All could lead to elevated volatility over the next 12 months. Lastly, the threat of new COVID-19 variants remains. Given these circumstances, the timing and quantum of any financial impact on the portfolio remains difficult to predict. Despite the uncertainty, the investment manager remains committed to realising the investments in an orderly manner and winding down the share class during the next 12 months . We have two investments which we believe may have material upside. However, the timing of any upside remains uncertain and, as we continue to seek liquidity, we will weigh the benefit of the timing of returning cash to investors relative to realising any additional upside.
Portfolio Update
NBDD ended the first half of the year with a NAV per share of $0.8161 compared to $0.9028 at end of 2021. The NAV decreased principally driven by a decline in value in the containers & packaging investment. As of June 2022, 62% of NBDD's NAV was invested in distressed assets with 38% held in cash including U.S Treasury securities. Cash will build as assets are realised. The portfolio consisted of 6 issuers across 5 sectors. The largest sector concentrations were in containers & packaging, surface transportation and financial intermediaries.
Cash Analysis |
|
Balance Sheet - Cash |
$3.5m |
Collateral cash |
($3.1m) |
Total available cash |
$0.4m |
Notable events below describe activity in the investments during 2022:
· There were no Notable Events during the quarter. No additional leverage was taken on for distributions to shareholders.
Significant Price Movement during 2022 (approximately 1% of NBDD NAV or $130,000)
INDUSTRY |
INSTRUMENT |
TOTAL RETURN |
COMMENT |
Containers & packaging |
Private Equity |
(1.4) |
Raw material inflation impacting profitability |
|
|
|
|
Exits
During the first half of 2022, we had no exits. This takes the total number of exits since inception in NBDD to 50, with a total return of $35.8m.
Partial Realisations
The partial realisations generated a net realised gain of $8.2 over the life of the fund.
Distributions
To date, $132.8m or 107% of original capital has been distributed to investors in the form of capital distributions via redemptions and income dividends. Total value to investors including NAV and all distributions paid is $145.3m (117% of original capital). For regulatory reasons, the final 10% of the total return (NAV plus cumulative distributions) in respect of any class of participating shares in NBDDIF will be returned to shareholders with a final compulsory redemption of all of the outstanding shares of that class. There will be no further distributions for NBDD until the final distribution to shareholders and wind down of the share class. The investment manager is evaluating options to harvest the investments in NBDD and will keep investors informed as there is more clarity.
Extended Life Share Class
Summary
During the first half of 2022 the NAV per share increased by 0.5%. Public markets continue to be volatile as investors monitor multiple themes that could impact global growth. Dominant themes include tightening fiscal and monetary conditions, persistently higher inflation, supply chain disruptions, a tight labour market, and the ongoing Russian war in Ukraine. All could lead to elevated volatility over the next 12 months. Lastly, the threat of new COVID-19 variants remains. Given these circumstances, the timing and quantum of any financial impact on the portfolio remains difficult to predict. Despite the uncertainty, the investment manager remains committed to realising the investments in an orderly manner and windin g down the share class as soon as practicable. Currently we are in what we hope to be the final stages of harvesting a number of investments and we will keep investors informed as they occur. It is our intention to fully harvest NBDX's investments during the next 12 months.
Portfolio Update
NBDX ended the first half of the year with a NAV per share of $0.9287 compared to $0.9243 at end of 2021. NAV remained stable during the first half of the year, principally driven by an increase in a shipping investment offset by a decline in the value of a containers & packaging investment . As of June 2022, 86% of NBDX's NAV was invested in distressed assets with 14% held in cash and U.S. Treasury securities. The NBDX portfolio consists of 12 issuers across 9 sectors. The largest sector concentrations were in surface transportation, containers & packaging, shipping, lodging & casinos.
Cash Analysis |
|
Balance Sheet - Cash net of Fx Collateral |
$18.6m |
Collateral cash |
($7.0m) |
Other payables |
($0.2m) |
Distributions payable |
($3.3m) |
Total available cash |
$8.1m |
Notable events below describe activity in the investments during 2022:
· A gaming & lodging investment has been performing above 2019 levels since reopening after a COVID shutdown. As a result, we received a principal repayment on our term loan in amount equal to 23% of par. NBDX received a $0.88mm paydown.
· In May of 2022, the first of three vessels in a shipping investment were sold for approximately $16.1 million, of which NBDX received $6.1 million in net proceeds.
Significant Price Movements during 2022 (approximately 1% of NBDX NAV or $750,000)
INDUSTRY |
INSTRUMENT |
TOTAL RETURN |
COMMENT |
Shipping |
Private Equity |
3.7 |
Strength in the dry bulk market |
Containers & Packaging |
Private Equity |
(3.1) |
Raw material inflation weighing on profitability |
|
|
|
|
Exits
During the first half of 2022, we had no exits. The total number of exits since inception in NBDX is 67 with a total return of $63.7m.
Partial Realisations
The partial realisations generated a net realised gain of $24.1m over the life of the Company.
Distributions
During the quarter the Board approved a shareholder distribution of $3.3mm which was paid on 15 July 2022. Inception to date there have been distributions (dividends, redemptions and buy-backs) equal to $290.2 million or 81% of original capital. For regulatory reasons, the final 10% of total return in respect of any class of participating shares in NBDDIF will be returned to shareholders with the final compulsory redemption of all of the outstanding shares of that class. In the harvest period, we continue to focus on restructuring and monetising our investments, balancing timely realisations with maximising proceeds to our shareholders. Changes to timing are expected based on current market conditions and investment developments and will continue to be updated in the quarterly factsheets.
Global Share Class
Summary
During the first half of 2022 the NAV per share increased by 12.2%. Public markets continue to be volatile as investors monitor multiple themes that could impact global growth. Dominant themes include tightening fiscal and monetary conditions, persistently higher inflation, supply chain disruptions, a tight labour market, and the ongoing Russian war in Ukraine. All could lead to elevated volatility over the next 12 months. Lastly, the threat of new COVID-19 variants remains. Given these circumstances, the timing and quantum of any financial impact on the portfolio remains difficult to predict. Despite the uncertainty, the investment manager remains committed to realising the investments in an orderly manner and winding down the share class as soon as practicable. Currently we are in what we hope to be the final stages of harvesting a number of investments and we will keep investors informed as they occur.
Portfolio Update
NBDG ended the first half of the year with a NAV per share of £0.6491 compared to £0.5785 at the end of 2021. NAV increased principally due to an increase in a shipping investment, a lodging investment, a commercial mortgage investment, and foreign exchange movements. As of June 30, 2022, 91% of NBDG's NAV was invested in distressed assets with 9% held in cash and U.S. Treasury securities. The portfolio consisted of 7 issuers across 6 sectors. The largest sector concentrations were in lodging & casinos, commercial mortgage, surface transportation and shipping.
Cash Analysis |
|
Balance Sheet - Cash |
$3.5m |
Other payables |
$(0.1m) |
Distributions payable |
($1.6m) |
Total available cash |
$1.8m |
Notable events involving NBDG's investments during 2022 are below :
· In May of 2022, the first of three vessels in a shipping investment was sold for approximately $16.1 million, of which NBDG received £2.0 million in net proceeds.
Significant Price Movements during 2022 (approximately 1% of NBDG NAV or £270,000)
INDUSTRY |
INSTRUMENT |
TOTAL RETURN |
COMMENT |
Shipping |
Private Equity |
1.4 |
Strength in the dry bulk market |
Lodging & Casinos |
Bank Debt investments |
0.9 |
Improvement in hotel metrics |
Commercial Mortgage |
Bank Debt Investments |
0.6 |
Higher Asset Valuation |
|
|
|
|
IRR AS AT 30 JUNE 2022Exits
During the first half of 2022, we had no exits. The total number of exits since inception to 30 with a total return of £ (7.2m).
Partial Realisations
The partial realisations generated a net realised gain of $2.1m over the life of the Company.
Distributions
During the quarter the Board approved a shareholder distribution of £1.4m which was paid on 15 July 2022. Inception to date there have been distributions (dividends, redemptions, and buy-backs) equal to £57.4 million or 52% of original capital. Total value to investors including NAV and all distributions paid is £84.1m or 76% of original capital. For regulatory reasons, the final 10% of total return in respect of any class of participating shares in NBDDIF will be returned to shareholders with the final compulsory redemption of all the outstanding shares of that class. The investment manager has undertaken a review of all the investments in the light of a changed market and we have updated the distribution schedule for the investments based on current expectations. The expectation is to distribute the remainder in 2023.
Summary of Exits across all Share Classes since inception to date
NBDD 50 exits with a total return of $35.6m, IRR 1 of 10% and ROR of 19%
NBDX 67 exits with a total return of $63.4m, IRR 1 of 5% and ROR of 10%
NBDG 30 exits with a total return of £ (7.27m), IRR 1 of (5) % and ROR of (6) %
Summary of Partial Realisations across all Share Classes
The partial realisations were as follows for each share class: NBDD: Two, NBDX: Three, NBDG: One. It should be noted that the IRR and ROR are likely to be different at the time of the final exit.
Partial Realisation B: NBDD and NBDX
IRR AS AT 30 JUNE 2022
26%
ROR AS AT 30 JUNE 2022
62%
NBDD and NBDX invested $7.1m to purchase first lien secured bank debt with attached private equity of an international packaging company. The debt was repaid in full shortly after the purchase with the receipt of $5.8m and the Company retained the equity, receiving dividends of $1.7m during the holding period. During the second quarter of 2017 the company's sale to a complementary packaging company was announced. NBDX and NBDD elected to receive sale proceeds in cash and newly created shares in the acquirer for a combined value of $4.0m. In the third quarter of 2017, the Company received $1.5m cash as part of the sale proceeds from the disposal completed at the end of the second quarter of 2017 and $1.0m for partial redemption of new shares received in the acquirer. The company's operating performance declined due to raw material price increases. The current value of the private equity position is $1.5m generating a total return of $4.4m as of 30 June 2022. IRR was 26% and ROR was 62% with a holding period of 116 months at 30 June 2022.
B |
Effective Period |
Cash Invested (millions) |
Cash Received to Date (millions) |
Value of Residual Investment (millions) |
Total Return (millions) |
IRR |
ROR |
MonthS Held |
NBDD |
H1 2017 |
$2.0 |
$2.8 |
$0.4 |
$1.2 |
26% |
62% |
116 |
NBDX |
H1 2017 |
$5.1 |
$7.2 |
$1.1 |
$3.2 |
26% |
62% |
116 |
Partial Realisation C: NBDD and NBDX
IRR AS AT 30 JUNE 2022
53%
ROR AS AT 30 JUNE 2022
271%
N BDD and NBDX invested $9.2m in preferred equity certificates ("PECs") and private equity of a European packaging company. The PECs were retired in full in 2015 and the company paid dividends on the equity during the holding period. Cash received to date is $23.2m. In the second quarter of 2021, the company announced it was purchasing another complementary packaging company (Partial Realisation B, above) and completing a recapitalisation to refinance existing debt, provide cash for the acquisition and pay a dividend to shareholders. The company's operating performance declined due to raw material price increases. The current value of the private equity position is $11.0m, generating a total return of $25.0m as at 30 June 2022. IRR was 53% and ROR was 271% with a holding period of 119 months at 30 June 2022.
C |
Effective Period |
Cash Invested (millions) |
Cash Received to Date (millions) |
Value of Residual Investment (millions) |
Total Return (millions) |
IRR |
ROR |
Months Held |
NBDD |
H1 2017 |
$2.6 |
$6.5 |
$3.1 |
$7.0 |
53% |
271% |
119 |
NBDX |
H1 2017 |
$6.6 |
$16.7 |
$7.9 |
$18.0 |
53% |
271% |
119 |
Partial Realisation F: NBDX and NBDG
IRR AS AT 30 JUNE 2022
2% NBDX, 5% NBDG
ROR AS AT 30 JUNE 2022
15% NBDX, 41% NBDG
NBDX and NBDG invested $19.3m and £5.1m, respectively, in first lien debt secured by six 35k dead weight ton, dry bulk shipping vessels. This fleet was originally custom built for a large public shipping company and the ships were completed in 2009-2011. As part of a 2012 pre-packaged bankruptcy the public shipping company handed the vessels back to the lenders. Through a further restructuring of the debt in 2016, NBDX and NBDG took possession of three vessels and brought in a new equity partner with operating expertise to take over commercial and technical management of the vessels. The lack of new vessels this size and the increase in demand for dry bulk goods during the pandemic caused the secondary market prices of these vessels to rise significantly in late 2021. In May of 2022, the first of the three vessels was sold for approximately $16.1 million, of which NBDX received $6.1m NBDG received £2.0m in net proceeds. The second and third vessels are scheduled to be sold in the third quarter of 2022. As of 30 June 2022, for NBDX the IRR is 2% and ROR is 15% and for NBDG the IRR is 5% and ROR is 41%.
F |
Effective Period |
Cash Invested (millions) |
Cash Received to Date (millions) |
Value of Residual Investment (millions) |
Total Return (millions) |
IRR |
ROR |
Months Held |
NBDX |
H1 2022 |
$19.3 |
$8.5 |
$13.7 |
$2.9 |
2% |
15% |
104 |
NBDG |
H1 2022 |
£5.1 |
£2.7 |
£4.5 |
£2.1 |
5% |
41% |
97 |
Neuberger Berman Investment Advisers LLC Neuberger Berman Europe Limited
25 August 2022 25 August 2022
2022 INTERIM PERFORMANCE REVIEW | Portfolio Information
Portfolio Information
Ordinary Share Class
Top 51 Holdings as at 30 June 2022
Holding |
Sector |
Purchased Instrument |
Status |
Country |
% of NAV |
Primary Asset |
1 |
Surface Transport2 |
Trade Claim |
Defaulted |
Brazil |
26% |
Municipal Claim |
2 |
Specialty Packaging |
Post-Reorg Equity |
Post-Reorg |
Luxembourg |
24% |
Manufacturing Plant and Equipment |
3 |
Financial Intermediaries |
Secured Notes |
Post-Reorg |
US |
4% |
Cash & Securities |
4 |
Specialty Packaging |
Post-Reorg Equity |
Post-Reorg |
Luxembourg |
3% |
Manufacturing Plant and Equipment |
5 |
Building & Development |
Secured Loan |
Defaulted |
US |
1% |
Land |
Total |
|
|
|
|
58% |
|
Sector Breakdown3
http://www.rns-pdf.londonstockexchange.com/rns/2848X_1-2022-8-25.pdf
1 Ordinary Share Class holds five investments by issuer.
2 As at 30 June 2022 collateral pledged is included in the Surface Transport Market Value.
3 Categorisations determined by Neuberger Berman; percentages determined by Neuberger Berman and U.S Bank Global Fund Services (Guernsey) Limited / U.S. Bank Global Fund Services (Ireland) Limited as Administrator / Sub-Administrator to the Company.
Country Breakdown4,5
http://www.rns-pdf.londonstockexchange.com/rns/2848X_1-2022-8-25.pdf
4 Categorisations determined by Neuberger Berman and percentages determined by the Administrator, as a percentage of the net asset values as at 30 June 2022 and 31 December 2021.
5 As at 30 June 2022 collateral pledged is included in the Brazil Market Value.
Extended Life Share Class
Top 10 Holdings as at 30 June 2022
Holding |
Sector |
Purchased Instrument |
Status |
Country |
% of NAV |
Primary Asset |
1 |
Shipping |
Secured Loan / Private Equity |
Post-Reorg |
Marshall Islands |
18% |
Ships |
2 |
Surface Transport |
Trade Claim |
Defaulted |
Brazil |
11% |
Municipal Claim |
3 |
Specialty Packaging |
Post-Reorg Equity |
Post-Reorg |
Luxembourg |
11% |
Manufacturing Plant and Equipment |
4 |
Oil & Gas |
Post-Reorg Equity |
Post-Reorg |
US |
9% |
Ethanol Plant |
5 |
Financial Intermediaries |
Secured Notes |
Defaulted |
US |
9% |
Cash and Securities |
6 |
Lodging & Casinos |
Secured Notes |
Post-Reorg |
US |
7% |
Hotel/Lodging Real Estate and Casino |
7 |
Commercial Mortgage |
Secured Loan |
Defaulted |
Netherlands |
6% |
Commercial Real Estate |
9 |
Surface Transport |
Secured Loan |
Defaulted |
Spain |
5% |
Concession |
8 |
Auto Components |
Secured Loan |
Post-Reorg |
US |
4% |
Manufacturing Plant and Equipment |
10 |
Lodging & Casinos |
Secured Loan |
Defaulted |
US |
4% |
Hotel/Lodging Real Estate and Casino |
Total |
|
|
|
|
84% |
|
Sector Breakdown2
http://www.rns-pdf.londonstockexchange.com/rns/2848X_1-2022-8-25.pdf
1 As at 30 June 2022 collateral pledged is included in the Surface Transport Market Value.
2 Categorisations determined by Neuberger Berman; percentages determined by Neuberger Berman and U.S Bank Global Fund Services (Guernsey) Limited / U.S. Bank Global Fund Services (Ireland) as Administrator / Sub-Administrator to the Company.
Country Breakdown3, 4
http://www.rns-pdf.londonstockexchange.com/rns/2848X_1-2022-8-25.pdf
3 Categorisations determined by Neuberger Berman and percentages determined by the Administrator, as a percentage of the net asset values as at 30 June 2022 and 31 December 2021.
4 As at 30 June 2022 collateral pledged is included in the Brazil Market Value.
New Global Share Class
Top 71 Holdings as at 30 June 2022
Holding |
Sector |
Purchased Instrument |
Status |
Country |
% of NAV |
Primary Asset |
||
1 |
Lodging & Casino |
Secured Loan / Private Equity |
Current |
Spain |
25% |
Hotel/Casino |
||
2 |
Commercial Mortgage |
Secured Loan |
Defaulted |
Netherlands |
18% |
Commercial Real Estate |
||
3 |
Shipping |
Secured Loan / Private Equity |
Post-Reorg |
Marshall Islands |
17% |
Ships |
||
4 |
Surface Transportation |
Secured Loan |
Defaulted |
Spain |
11% |
Legal Claim |
||
5 |
Oil & Gas |
Private Equity |
Post-Reorg |
US |
8% |
Ethanol Plant |
||
6 |
Lodging & Casino |
Secured Notes |
Defaulted |
US |
8% |
Hotel/Casino |
||
7 |
Auto Components |
Secured Loan |
Post-Reorg |
US |
3% |
Manufacturing Plant |
||
Total |
|
|
|
|
90% |
|
||
|
|
|
|
|
|
|
|
|
Sector Breakdown2
http://www.rns-pdf.londonstockexchange.com/rns/2848X_1-2022-8-25.pdf
1 Global Share Class holds seven investments by issuer
2 Categorisations determined by Neuberger Berman; percentages determined by Neuberger Berman and U.S Bank Global Fund Services (Guernsey) Limited / U.S. Bank Global Fund Services (Ireland) Limited as Administrator / Sub-Administrator to the Company. Please note that irrespective of the "sector" in which an investment is made, the underlying assets constituting the collateral for the investment comprise ships and real estate assets in a majority of cases. As a result, NBDG's overall exposure to the real estate sector may be more than its actual direct exposure to that sector.
Country Breakdown3
http://www.rns-pdf.londonstockexchange.com/rns/2848X_1-2022-8-25.pdf
3 Categorisations determined by Neuberger Berman and percentages determined by the Administrator, as a percentage of the net asset values as at 30 June 2022 and 31 December 2021.
2022 INTERIM PERFORMANCE REVIEW | GOVERNANCE |
Interim Management Report and Directors' Responsibility Statement
Principal and Emerging Risks and Uncertainties
The principal and emerging risks of the Company are in the following areas:
· investment activity and performance;
· principal risks associated with harvest periods;
· level of premium or discount;
· market price risk;
· fair valuation of illiquid assets;
· accounting, legal and regulatory risk; and
· operational risk.
These risks, and the way in which they are managed, are described in more detail in the Strategic Report on pages 24 to 30 of the Company's latest annual report and audited financial statements for the year ended 31 December 2021, which can be found on the Company's website at www.nbddif.com/pdf/annual_report_nbddif_2021.pdf . The Board's view is that these risks remain appropriately identified for the remainder of 2022.
In addition to the Principal Risks, there remains uncertainty around the full and long term impacts of the global novel coronavirus ("COVID-19") pandemic. The Board considers the downside risk to global growth, the delay in global economic recovery and market liquidity arising from the COVID-19 pandemic could potentially result in a risk of the reduction in portfolio performance and delays to realisation of assets. The Investment Manager reviews the portfolio on a regular basis for impact of COVID-19 on underlying assets, performance etc. The invasion of Ukraine is of concern and the Company has considered its potential impact on asset values, and while no direct impact has been identified, values are affected by its impact on the global economy. To manage these risks further, the Investment Manager reviews time to realisation quarterly to ensure balance between timing and value. In addition to its usual quarterly risk review, the Board will monitor the impact of the COVID-19 outbreak as the pandemic develops as well as the Ukraine conflict as further information becomes available.
Going Concern
Having reassessed the principal and emerging risks , the Directors consider it appropriate to prepare the Unaudited Consolidated Interim Financial Statements (the "Financial Statements") on a going concern basis.
Related Party Transactions
The contracts with the Investment Manager and Directors are the only related party transactions currently in place. Other than fees payable in the ordinary course of business, there have been no material transactions with related parties, which have affected the financial position or performance of the Company in the six month period ended 30 June 2022. Additional related party disclosures are given in Note 6 on pages 50 to 51.
Directors' Responsibilities Statement
The Board of Directors confirms that, to the best of its knowledge:
· The Financial Statements have been prepared in conformity with US generally accepted accounting principles ("US GAAP"), give a true and fair view of the assets, liabilities, financial position and the return of the undertakings included in the consolidation as a whole as required by DTR 4.2.4R of the Disclosure Guidance and Transparency Rules ("DTR") of the UK's Financial Conduct Authority (the "UK FCA"); and
· The combination of the Chairman's Statement, the Investment Manager's Report, this Interim Management Report and the notes to the Financial Statements meet the requirements of an interim management report, and include a fair view of the information required by:
1. DTR 4.2.7R, being an indication of important events that have occurred during the first six months of the current financial year and their impact on the set of financial statements together with a description of the principal risks and uncertainties for the remaining six months of the year; and
2. DTR 4.2.8R, being related party transactions that have taken place in the first six months of the current financial year and that have materially affected the financial position or performance of the Company during that period; and any changes in the related party transactions described in the last annual report that could do so.
The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company's website and for the preparation and dissemination of Financial Statements. Legislation in Guernsey governing the preparation and dissemination of the Financial Statements may differ from legislation in other jurisdictions.
These Interim Report and Financial Statements have been reviewed by the Company's auditor and their report is set out on pages 22 and 23.
By order of the Board
John Hallam Christopher Legge
Chairman Director
25 August 2022 25 August 2022
2022 INTERIM PERFORMANCE REVIEW | GOVERNANCE
Independent Review Report to NB Distressed Debt Investment Fund Limited
Conclusion
We have been engaged by NB Distressed Debt Investment Fund Limited (the "Company") to review the consolidated financial statements (the "financial statements") in the half-yearly financial report for the six months ended 30 June 2022 of the Company and its subsidiaries (together, the "Group"), which comprises the unaudited consolidated statement of assets and liabilities, the unaudited consolidated statement of operations, the unaudited consolidated statement of changes in net assets, the unaudited consolidated statement of cash flows, the unaudited consolidated condensed schedule of investments and the related explanatory notes.
Based on our review, nothing has come to our attention that causes us to believe that the financial statements in the half-yearly financial report for the six months ended 30 June 2022 do not give a true and fair view of the financial position of the Group as at 30 June 2022 and of its financial performance and its cash flows for the six month period then ended, in conformity with U.S generally accepted accounting principles and the Disclosure Guidance and Transparency Rules ("the DTR") of the UK's Financial Conduct Authority ("the UK FCA").
Scope of review
We conducted our review in accordance with International Standard on Review Engagements (UK) 2410 Review of Interim Financial Information Performed by the Independent Auditor of the Entity ("ISRE (UK) 2410") issued by the Financial Reporting Council for use in the UK. A review of interim financial information consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. We read the other information contained in the half-yearly financial report and consider whether it contains any apparent misstatements or material inconsistencies with the information in the financial statements.
A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Conclusions relating to going concern
Based on our review procedures, which are less extensive than those performed in an audit as described in the Scope of review section of this report, nothing has come to our attention to suggest that the directors have inappropriately adopted the going concern basis of accounting or that the directors have identified material uncertainties relating to going concern that are not appropriately disclosed.
This conclusion is based on the review procedures performed in accordance with ISRE (UK) 2410. However future events or conditions may cause the Group to cease to continue as a going concern and the above conclusions are not a guarantee that the Group will continue in operation.
Director's responsibilities
The half-yearly financial report is the responsibility of, and has been approved by, the directors. The directors are responsible for preparing the interim financial report in accordance with the DTR of the UK FCA.
The financial statements included in this interim report have been prepared in conformity with U.S generally accepted accounting principles.
In preparing the half-yearly financial report, the directors are responsible for assessing the Group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless liquidation is imminent.
Our responsibility
Our responsibility is to express to the Company a conclusion on the financial statements in the half-yearly financial report based on our review. Our conclusion, including our conclusions relating to going concern, are based on procedures that are less extensive than audit procedures, as described in the scope of review paragraph of this report.
The purpose of our review work and to whom we owe our responsibilities
This report is made solely to the Company in accordance with the terms of our engagement letter to assist the Company in meeting the requirements of the DTR of the UK FCA. Our review has been undertaken so that we might state to the Company those matters we are required to state to it in this report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company for our review work, for this report, or for the conclusions we have reached.
Barry Ryan
For and on behalf of KPMG Channel Islands Limited
Chartered Accountants
Guernsey
25 August 2022
FINANCIAL STATEMENTS | Unaudited Consolidated Statement of Assets and Liabilities
Unaudited Consolidated Statement of Assets and Liabilities
AS AT 30 JUNE 2022 AND 31 DECEMBER 2021
(EXPRESSED IN US DOLLARS EXCEPT WHERE STATED OTHERWISE) |
30 JUNE 2022 (Unaudited) |
|
31 December 2021 (AUDITED) |
Assets |
|
|
|
Investments at fair value (2022: cost of $126,946,613; 2021: cost of $134,070,747) |
95,781,174 |
|
104,424,384 |
Forward currency contracts |
1,899,387 |
|
496,027 |
Total Return Swaps (2022: cost of $Nil, 2021: cost of $Nil) |
646,108 |
|
- |
Cash and cash equivalents |
15,415,786 |
|
4,370,854 |
Restricted Cash: |
|
|
|
Total return swap Collateral |
10,970,000 |
|
10,970,000 |
|
124,712,455 |
|
120,261,265 |
Other assets |
|
|
|
Interest receivables |
391,302 |
|
671,859 |
Receivables for investments sold |
303,191 |
|
340,974 |
Other receivables and prepayments |
24,371 |
|
75,818 |
Withholding tax receivable |
445,762 |
|
445,762 |
Total assets |
125,877,081 |
|
121,795,678 |
|
|
|
|
Liabilities |
|
|
|
Credit default swap (2022: cost of $37,783; 2021: cost of $37,783) |
10,196 |
|
33,603 |
Total return swap (2022: cost of $Nil: 2021: cost of $Nil) |
- |
|
875,121 |
Forward currency contracts |
13,374 |
|
86,200 |
Forward currency contracts collateral payable |
880,000 |
|
- |
Accrued expenses and other liabilities |
249,771 |
|
246,609 |
Income distributions payable |
4,950,172 |
|
- |
Total liabilities |
6,103,513 |
|
1,241,533 |
|
|
|
|
Net assets |
119,773,568 |
|
120,554,145 |
|
|
|
|
Net assets attributable to Ordinary Shares (shares 2022: 15,382,770; 2021: 15,382,770) |
12,554,620 |
|
13,887,833 |
Net asset value per Ordinary Share |
0.8161 |
|
0.9028 |
|
|
|
|
Net assets attributable to Extended Life Shares (shares 2022: 80,545,074; 2021: 80,545,074) |
74,805,499 |
|
74,450,993 |
Net asset value per Extended Life Share |
0.9287 |
|
0.9243 |
|
|
|
|
Net assets attributable to New Global Shares (shares 2022: 41,116,617; 2021: 41,116,617) |
£26,689,818 |
|
£ 23,784,798 |
Net asset value per New Global Share |
£0.6491 |
|
£0.5785 |
|
|
|
|
Net assets attributable to New Global Shares (USD equivalent) |
32,413,449 |
|
32,215,319 |
Net asset value per New Global Share (USD equivalent) |
0.7883 |
|
0.7835 |
The Unaudited Consolidated Interim Financial Statements were approved and authorised for issue by the Board of Directors on 25 August 2022, and signed on its behalf by:
John Hallam Christopher Legge
Chairman Director
The accompanying notes below are an integral part of Unaudited Consolidated Interim Financial Statements.
FINANCIAL STATEMENTS | Unaudited Consolidated Statement of Operations |
Unaudited Consolidated Statement of Operations
FOR THE SIX MONTH PERIOD ENDED 30 JUNE 2022 AND 30 JUNE 2021
(UNAUDITED)
(EXPRESSED IN US DOLLARS) |
|
30 JUNE 2022 (UNAUDITED) |
|
|
30 JUNE 2021 (UNAUDITED) |
Income |
|
|
|
|
|
Interest income |
|
2,788,620 |
|
|
2,752,874 |
Dividend income net of withholding tax (2022: $Nil; 2021: $Nil) |
|
- |
|
|
157,227 |
|
|
2,788,620 |
|
|
2,910,101 |
|
|
|
|
|
|
Expenses |
|
|
|
|
|
Investment management fee |
|
- |
|
|
342,338 |
Professional and other expenses |
|
494,094 |
|
|
546,225 |
Administration fee |
|
49,412 |
|
|
51,252 |
Loan administration and custody fees |
|
15,187 |
|
|
22,852 |
Directors' fees and expenses |
|
97,900 |
|
|
96,724 |
|
|
656,593 |
|
|
1,059,391 |
|
|
|
|
|
|
Net investment income |
|
2,132,027 |
|
|
1,850,710 |
|
|
|
|
|
|
Realised and unrealised gain(loss) from investments and foreign exchange |
|
|
|
|
|
Net realised (loss)/gain on investments, credit default swap, total return swap and forward currency transactions |
|
546,562 |
|
|
1,143,373 |
Net change in unrealised gain on investments, credit default swap, total return swap and forward currency transactions |
|
1,491,006 |
|
|
13,464,052 |
Income tax expense from net realised/unrealised gain on investments |
|
- |
|
|
(7,052) |
|
|
|
|
|
|
|
|
|
|
|
|
Realised and unrealised gain from investments and foreign exchange |
|
2,037,568 |
|
|
14,600,373 |
|
|
|
|
|
|
Net increase in net assets resulting from operations |
|
4,169,595 |
|
|
16,451,083 |
|
|
|
|
|
|
The accompanying notes below are an integral part of the Unaudited Consolidated Interim Financial Statements.
FINANCIAL STATEMENTS | Unaudited Consolidated Statement of Changes in Net Assets |
Unaudited Consolidated Statement of Changes in Net Assets
(UNAUDITED)
(EXPRESSED IN US DOLLARS) |
30 jUNE 2022 Ordinary Shares |
30 jUNE 2022 Extended Life Shares |
30 jUNE 2022 New Global Shares |
30 jUNE 2022 Aggregated |
Net assets at the beginning of the period |
13,887,833 |
74,450,993 |
32,215,319 |
120,554,145 |
|
|
|
|
|
Net investment /gain |
(44,404) |
1,460,412 |
716,019 |
2,132,027 |
Net realised gain/(loss) on investments, credit default swap, warrants and forward currency transactions |
(242,763) |
736,512 |
52,813 |
546,562 |
Net change in unrealised gain/(loss) on investments, credit default swap, warrants and forward currency transactions |
(1,046,046) |
1,459,930 |
1,077,122 |
1,491,006 |
Dividends |
- |
(3,302,348) |
(1,647,824) |
(4,950,172) |
|
|
|
|
|
Net assets at the end of the period |
12,554,620 |
74,805,499 |
32,413,449 |
119,773,568 |
(UNAUDITED)
(EXPRESSED IN US DOLLARS) |
30 june 2021 Ordinary Shares |
30 june 2021 Extended Life Shares |
30 june 2021 New Global Shares |
30 june 2021 Aggregated |
Net assets at the beginning of the period |
12,952,965 |
63,540,650 |
31,936,244 |
108,429,859 |
|
|
|
|
|
Net investment (loss)/income |
(120,106) |
1,230,169 |
740,647 |
1,850,710 |
Net realised gain on investments, credit default swap, warrants and forward currency transactions |
88,777 |
650,900 |
403,696 |
1,143,373 |
Net change in unrealised gain on investments, credit default swap, warrants and forward currency transactions |
1,720,420 |
11,173,196 |
570,436 |
13,464,052 |
Income taxes from net realised/unrealised gain on investments |
(830) |
(3,409) |
(2,813) |
(7,052) |
|
|
|
|
|
Net assets at the end of the period |
14,641,226 |
76,591,506 |
33,648,210 |
124,880,942 |
The accompanying notes below are an integral part of the Unaudited Consolidated Interim Financial Statements
FINANCIAL STATEMENTS | Unaudited Consolidated Statement of Cash Flows
Unaudited Consolidated Statement of Cash Flows
FOR THE SIX MONTH PERIOD ENDED 30 JUNE 2022 AND 30 JUNE 2021
(EXPRESSED IN US DOLLARS) |
|
|
30 JUNE 2022 (UNAUDITED) |
|
30 JUNE 2021 (UNAUDITED) |
|
Cash flows from operating activities: |
|
|
|
|
|
|
Net increase in net assets resulting from operations |
|
4,169,595 |
|
16,451,083 |
|
|
|
|
|
|
|
|
|
Adjustment to reconcile net increase/(decrease) in net assets resulting from operations to net cash flow provided by operations: |
|
|
|
|
|
|
Net realised loss/(gain) on investments, credit default swap, warrants, total return swap and forward currency transactions |
|
(546,562) |
|
(1,143,373) |
|
|
Net change in unrealised gain on investments, credit default swap, warrants, total return swap and forward currency transactions |
|
(1,491,006) |
|
(13,464,052) |
|
|
Accretion of discount on loans and bonds |
|
(91,835) |
|
(106,857) |
|
|
Changes in interest receivable |
|
280,557 |
|
(163,350) |
|
|
Changes in receivables for investments sold |
|
37,783 |
|
282,308 |
|
|
Changes in other receivables and prepayments |
|
51,447 |
|
17,252 |
|
|
Changes in withholding tax receivable |
|
- |
|
(23,974) |
|
|
Changes in payables, accrued expenses and other liabilities |
|
3,162 |
|
(103,202) |
|
|
Cash received on settled forward currency contracts and spot currency contracts |
|
(724,615) |
|
(100,552) |
|
|
Capitalised payment in kind |
|
(2,054,670) |
|
(2,110,630) |
|
|
Purchase of investments2 |
|
- |
|
(606,993) |
|
|
Sale of investments2 |
|
10,548,892 |
|
1,504,157 |
|
|
Purchase of short term investments 1 |
|
- |
|
- |
|
|
Sale of short term investments 1 |
|
- |
|
803,247 |
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities |
|
10,182,748 |
|
1,235,064 |
|
|
|
|
|
|
|
|
|
Cash flows from financing activities: |
|
|
|
|
|
|
Dividend paid3 |
|
- |
|
- |
|
|
Changes in movement in forward currency collateral payable |
|
880,000 |
|
- |
|
|
Net cash used in financing activities |
|
880,000 |
|
- |
|
|
|
|
|
|
|
|
|
Net increase in cash, cash equivalents and restricted cash |
|
11,062,748 |
|
1,235,064 |
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at the beginning of the period |
|
4,370,854 |
|
2,035,320 |
|
|
Restricted cash at the beginning of the period |
|
10,970,000 |
|
11,600,000 |
|
|
Effect of exchange rate changes on cash and cash equivalents |
|
(17,816) |
|
(40,831) |
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at the end of the period |
|
15,415,786 |
|
2,489,553 |
|
|
Restricted cash at the end of the period |
|
10,970,000 |
|
12,340,000 |
|
Supplemental cash flow information |
|
|
|
There were no reorganisations requiring disclosure in the period to 30 June 2022. |
1 Short term investments are typically sold or converted to cash within 3 to 12 months.
2 Included in these figures is $758 (2021: $Nil) of non-cash transactions. These arose due to the repricing and restructuring of certain investments during the period.
3 Dividend netted with income distribution payable, netted to $0.
The accompanying notes below are an integral part of the Unaudited Consolidated Interim Financial Statements.
FINANCIAL STATEMENTS | Unaudited Consolidated Condensed Schedule of Investments
Unaudited Consolidated Condensed Schedule of Investments (by financial instrument)
AS AT 30 JUNE 2022 (UNAUDITED) (EXPRESSED IN US DOLLARS) |
Cost |
Fair Value |
Ordinary Shares (%)1 |
Extended Life Shares (%)1 |
New Global Shares (%)1 |
Total Company (%)1 |
Portfolio of Distressed Investments |
|
|
|
|
|
|
Bank Debt Investments |
66,229,570 |
46,399,584 |
0.60 |
33.27 |
66.14 |
38.74 |
Private Equity |
18,791,895 |
27,148,290 |
28.05 |
24.73 |
15.83 |
22.67 |
Private Note |
32,529,710 |
14,268,646 |
3.87 |
14.99 |
7.92 |
11.91 |
|
|
|
|
|
|
|
Short term Investments |
|
|
|
|
|
|
US Treasury Bills |
9,395,438 |
7,964,654 |
34.77 |
3.19 |
3.75 |
6.65 |
|
|
|
|
|
|
|
Total Investments |
126,946,613 |
95,781,174 |
67.29 |
76.18 |
93.64 |
79.97 |
|
|
|
|
|
|
|
Ordinary Shares |
7,810,674 |
8,447,349 |
67.29 |
- |
- |
7.05 |
Extended Life Shares |
75,459,385 |
56,984,084 |
- |
76.18 |
- |
47.58 |
New Global Shares |
43,676,554 |
30,349,741 |
- |
- |
93.64 |
25.34 |
|
126,946,613 |
95,781,174 |
67.29 |
76.18 |
93.64 |
79.97 |
|
|
|
|
|
|
|
Credit Default Swap |
|
|
|
|
|
|
Ordinary Shares |
(10,686) |
(2,884) |
(0.02) |
- |
- |
- |
Extended Life Shares |
(27,097) |
(7,312) |
- |
(0.01) |
- |
(0.01) |
|
(37,783) |
(10,196) |
(0.02) |
(0.01) |
- |
(0.01) |
|
|
|
|
|
|
|
Forward Currency Contracts |
|
|
|
|
|
|
Assets |
|
|
|
|
|
|
Ordinary Shares |
- |
446,285 |
3.55 |
- |
- |
0.37 |
Extended Life Shares |
- |
1,453,102 |
- |
1.94 |
- |
1.21 |
|
- |
1,899,387 |
3.55 |
1.94 |
- |
1.58 |
Liabilities |
|
|
|
|
|
|
Ordinary Shares |
- |
(4,459) |
(0.04) |
- |
- |
0.00 |
Extended Life Shares |
- |
(8,915) |
- |
(0.01) |
- |
(0.01) |
|
- |
(13,374) |
(0.04) |
(0.01) |
- |
(0.01) |
|
|
|
|
|
|
|
Total Return Swap2 |
|
|
|
|
|
|
Ordinary Shares |
- |
180,443 |
1.44 |
- |
|
0.16 |
Extended Life Shares |
- |
465,665 |
- |
0.61 |
- |
0.39 |
|
- |
646,108 |
1.44 |
0.61 |
- |
0.55 |
1 This is the Fair Value expressed as a percentage of total Company NAV, Ordinary Share NAV, Extended Life Share NAV and New Global Share NAV .
2 The trade claim was structured through a fully funded total return swap with a major US financial institution. See Note 3.
The accompanying notes below are an integral part of the Unaudited Consolidated Interim Financial Statements.
AS AT 31 DECEMBER 2021 (AUDITED) (EXPRESSED IN US DOLLARS) |
Cost |
Fair Value |
Ordinary Shares (%)1 |
Extended Life Shares (%)1 |
New Global Shares (%)1 |
Total Company (%)1 |
Portfolio of Distressed Investments |
|
|
|
|
|
|
Bank Debt Investments |
73,082,730 |
50,920,944 |
0.54 |
38.05 |
69.90 |
42.23 |
Private Equity |
18,791,896 |
30,956,324 |
35.15 |
29.25 |
13.33 |
25.68 |
Private Note |
32,766,007 |
13,642,841 |
3.54 |
14.53 |
7.24 |
11.32 |
|
|
|
|
|
|
|
Short term Investments |
|
|
|
|
|
|
US Treasury Bills |
9,430,114 |
8,904,275 |
35.14 |
3.59 |
4.22 |
7.39 |
|
|
|
|
|
|
|
Total Investments |
134,070,747 |
104,424,384 |
74.37 |
85.42 |
94.69 |
86.62 |
|
|
|
|
|
|
|
Ordinary Shares |
7,848,086 |
10,328,077 |
74.37 |
- |
- |
8.57 |
Extended Life Shares |
81,311,745 |
63,592,945 |
- |
85.42 |
- |
52.75 |
New Global Shares |
44,910,916 |
30,503,362 |
- |
- |
94.69 |
25.30 |
|
134,070,747 |
104,424,384 |
74.37 |
85.42 |
94.69 |
86.62 |
|
|
|
|
|
|
|
Credit Default Swap |
|
|
|
|
|
|
Ordinary Shares |
(10,686) |
(9,504) |
(0.07) |
- |
- |
- |
Extended Life Shares |
(27,097) |
(24,099) |
- |
(0.03) |
- |
(0.02) |
|
(37,783) |
(33,603) |
(0.07) |
(0.03) |
- |
(0.02) |
|
|
|
|
|
|
|
Forward Currency Contracts |
|
|
|
|
|
|
Assets |
|
|
|
|
|
|
Ordinary Shares |
- |
98,226 |
0.71 |
- |
- |
0.08 |
Extended Life Shares |
- |
397,801 |
- |
0.53 |
- |
0.33 |
|
- |
496,027 |
0.71 |
0.53 |
- |
0.41 |
Liabilities |
|
|
|
|
|
|
Ordinary Shares |
- |
(22,985) |
(0.17) |
- |
- |
(0.02) |
Extended Life Shares |
- |
(63,215) |
- |
(0.08) |
- |
(0.05) |
|
- |
(86,200) |
(0.17) |
(0.08) |
- |
(0.07) |
|
|
|
|
|
|
|
Total Return Swap2 |
|
|
|
|
|
|
Ordinary Shares |
- |
(244,356) |
(1.76) |
- |
- |
(0.20) |
Extended Life Shares |
- |
(630,765) |
- |
(0.86) |
- |
(0.52) |
|
- |
(875,121) |
(1.76) |
(0.86) |
- |
(0.72) |
1 This is the Fair Value expressed as a percentage of total Company NAV, Ordinary Share NAV, Extended Life Share NAV and New Global Share NAV .
2 The trade claim was structured through a fully funded total return swap with a major US financial institution. See Note 3.
The accompanying notes below are an integral part of the Unaudited Consolidated Interim Financial Statements.
Investments with the following issuers comprised greater than 5% of Total Company NAV
AS AT 30 JUNE 2022 (UNAUDITED) (EXPRESSED IN US DOLLARS) |
Country |
Industry |
Nominal |
Cost |
Fair Value |
Ordinary Shares (%)1 |
Extended Life Shares (%)1 |
New Global Shares (%)1 |
Total Company (%)1 |
Investments at fair value |
|
|
|
|
|
|
|
|
|
Dumas Shipping TL B 15.00% 31/08/2022 (Bank Debt Investments) |
Marshall Islands |
Shipping |
17,224,024 |
17,164,103 |
17,224,024 |
- |
16.42 |
15.24 |
14.38 |
Dumas Shipping TL A 15.00% 31/08/2022 (Bank Debt Investments) |
Marshall Islands |
Shipping |
2,042,199 |
2,042,199 |
2,042,199 |
- |
1.95 |
1.81 |
1.71 |
Package Holdings 1 (Private Equity) |
Luxembourg |
Containers and Packaging |
11,108,610 |
- |
10,986,368 |
24.46 |
9.84 |
- |
9.17 |
Package Holdings 6 (Private Equity) |
Luxembourg |
Containers and Packaging |
2,948,481 |
1,893,980 |
1,523,366 |
3.39 |
1.47 |
- |
1.27 |
AB Zwolle T/L EUR 31/05/2023 FRN 2 (Bank Debt Investments) |
Netherlands |
Commercial Mortgage |
18,960,676 |
13,916,542 |
10,767,549 |
- |
6.38 |
18.49 |
8.99 |
US Treasury N/B 1.500% 15/02/2030 (US Treasury Bills) |
United States |
United States |
8,850,000 |
9,395,438 |
7,964,654 |
34.77 |
3.19 |
3.75 |
6.65 |
Buffalo Thunder Dev Auth 11.00% 12/09/22 SR: Regs (Private Note) |
United States |
Lodging & Casinos |
14,001,965 |
11,641,233 |
7,701,081 |
- |
6.86 |
7.92 |
6.43 |
TP Ferro Concesionaria T/L 1L 31/03/2016 (Bank Debt Investments) |
Spain |
Surface Transport |
18,787,735 |
18,531,522 |
3,928,327 |
- |
2.63 |
6.04 |
3.28 |
TP Ferro Concesionaria TP Ferro TL-A (First-Lien) 25.00% 01/06/2026 (Bank Debt Investments) |
Spain |
Surface Transport |
2,045,372 |
2,045,372 |
2,045,372 |
- |
1.18 |
3.16 |
1.71 |
TP Ferro Concesionaria TP Ferro 1L TL-B EUR (First-Lien) 25.00% 01/06/2026 (Bank Debt Investments) |
Spain |
Surface Transport |
411,820 |
474,242 |
430,537 |
- |
1.18 |
0.66 |
0.36 |
TP Ferro PIK 5A 4/20 25.00% 01/06/2026 (Bank Debt Investments) |
Spain |
Surface Transport |
362,696 |
362,696 |
362,696 |
- |
0.24 |
0.56 |
0.30 |
TP Ferro Concesionaria TP Ferro 1L T/L-C (First-Lien) 25.00% 01/06/2026 (Bank Debt Investments) |
Spain |
Surface Transport |
178,149 |
178,149 |
178,149 |
- |
0.12 |
0.27 |
0.15 |
White Energy Holding Company LLC (Private Equity) |
United States |
Oil & Gas |
367 |
9,174,989 |
9,404,375 |
- |
8.97 |
8.30 |
7.85 |
ACA Fin Guaranty Corp 12-31/12/2022 Frn (Private Note) |
United States |
Financial Intermediaries |
68,829,452 |
10,840,914 |
3,402,977 |
3.87 |
3.90 |
- |
2.84 |
ACA Fin Gur Sur Non Vt 12-31/12/2022 Frn (Private Note) |
United States |
Financial Intermediaries |
64,007,712 |
10,047,564 |
3,164,587 |
- |
4.23 |
- |
2.64 |
Hotel Puerta America PIK TL EUR 7.25% 09/01/2027 (Bank Debt Investments) |
Spain |
Lodging & Casinos |
3,643,760 |
4,016,057 |
3,809,369 |
- |
- |
11.75 |
3.18 |
Hotel Puerta America (Private Equity) |
Spain |
Lodging & Casinos |
934 |
3,013,332 |
1,332,737 |
- |
- |
4.11 |
1.11 |
Hotel Puerta America PIK PPL EUR 7.25% 09/01/2027 (Bank Debt Investments) |
Spain |
Lodging & Casinos |
1,090,003 |
1,281,898 |
1,139,544 |
- |
- |
3.52 |
0.95 |
Hotel Puerta America PIK Addon EUR 7.25% 09/01/2027 (Bank Debt Investments) |
Spain |
Lodging & Casinos |
1,438,272 |
1,566,706 |
1,503,642 |
- |
- |
4.64 |
1.26 |
|
|
|
|
|
|
66.49 |
68.56 |
90.22 |
74.23 |
1 T his is the Fair Value expressed as a percentage of total Company NAV, Ordinary Share NAV, Extended Life Share NAV and New Global Share NAV.
2 Floating Rate Note (FRN) - variable coupon rate during the period as per contract notice.
The accompanying notes below are an integral part of the Unaudited Consolidated Interim Financial Statements.
Investments with the following issuers comprised greater than 5% of Total Company NAV
31 DECEMBER 2021 (AUDITED) (EXPRESSED IN US DOLLARS) |
Country |
Industry |
Nominal |
Cost |
Fair Value |
Ordinary Shares (%)1 |
Extended Life Shares (%)1 |
New Global Shares (%)1 |
Total Company (%)1 |
Investments at fair value |
|
|
|
|
|
|
|
|
|
Dumas Shipping TL B 15.00% 31/08/2022 (Bank Debt Investments) |
Marshall Islands |
Shipping |
23,237,002 |
23,044,736 |
20,332,376 |
- |
19.48 |
18.10 |
16.87 |
Dumas Shipping TL A 15.00% 31/08/2022 (Bank Debt Investments) |
Marshall Islands |
Shipping |
2,755,139 |
2,755,139 |
2,410,746 |
- |
2.31 |
2.15 |
2.00 |
Package Holdings 1 (Private Equity) |
Luxembourg |
Containers and Packaging |
11,108,610 |
- |
15,261,579 |
30.71 |
12.45 |
- |
12.66 |
Package Holdings 6 (Private Equity) |
Luxembourg |
Containers and Packaging |
2,948,481 |
1,893,980 |
2,116,422 |
4.26 |
2.05 |
- |
1.76 |
AB Zwolle T/L EUR 31/05/2023 FRN 2 (Bank Debt Investments) |
Netherlands |
Commercial Mortgage |
18,823,096 |
13,840,967 |
10,552,973 |
- |
6.28 |
18.24 |
8.75 |
US Treasury N/B 1.500% 15/02/2030 (US Treasury Bills) |
United States |
United States |
8,850,000 |
9,430,114 |
8,904,275 |
35.14 |
3.58 |
4.22 |
7.39 |
Buffalo Thunder Dev Auth 11.00% 12/09/22 SR: Regs (Private Note) |
United States |
Lodging & Casinos |
14,001,965 |
11,641,233 |
7,000,982 |
- |
6.27 |
7.24 |
5.81 |
TP Ferro Concesionaria T/L 1L 31/03/2016 (Bank Debt Investments) |
Spain |
Surface Transport |
18,787,735 |
18,531,522 |
4,273,082 |
- |
2.88 |
6.61 |
3.54 |
TP Ferro Concesionaria TP Ferro TL-A (First-Lien) 25.00% 01/06/2026 (Bank Debt Investments) |
Spain |
Surface Transport |
1,812,476 |
1,812,476 |
1,812,476 |
- |
1.64 |
2.81 |
1.50 |
TP Ferro Concesionaria TP Ferro 1L TL-B EUR (First-Lien) 25.00% 01/06/2026 (Bank Debt Investments) |
Spain |
Surface Transport |
364,913 |
423,341 |
414,979 |
- |
1.64 |
0.64 |
0.34 |
TP Ferro PIK 5A 4/20 25.00% 01/06/2026 (Bank Debt Investments) |
Spain |
Surface Transport |
321,178 |
321,178 |
321,178 |
- |
0.22 |
0.50 |
0.27 |
TP Ferro Concesionaria TP Ferro 1L T/L-C (First-Lien) 25.00% 01/06/2026 (Bank Debt Investments) |
Spain |
Surface Transport |
157,864 |
157,864 |
157,864 |
- |
0.11 |
0.25 |
0.13 |
White Energy Holding Company LLC (Private Equity) |
United States |
Oil & Gas |
367 |
9,174,989 |
9,119,950 |
- |
8.74 |
8.10 |
7.57 |
ACA Fin Guaranty Corp 12-31/12/2022 Frn (Private Note) |
United States |
Financial Intermediaries |
68,829,452 |
10,963,549 |
3,441,473 |
3.54 |
3.96 |
- |
2.85 |
ACA Fin Gur Sur Non Vt 12-31/12/2022 Frn (Private Note) |
United States |
Financial Intermediaries |
64,007,712 |
10,161,224 |
3,200,386 |
- |
4.30 |
- |
2.64 |
Hotel Puerta America PIK TL EUR 7.25% 09/01/2027 (Bank Debt Investments) |
Spain |
Lodging & Casinos |
3,730,680 |
4,067,188 |
4,242,530 |
- |
- |
13.17 |
3.52 |
Hotel Puerta America (Private Equity) |
Spain |
Lodging & Casinos |
934 |
3,013,332 |
587,355 |
- |
- |
1.82 |
0.49 |
Hotel Puerta America PIK Addon EUR 7.25% 09/01/2027 (Bank Debt Investments) |
Spain |
Lodging & Casinos |
2,105,563 |
2,350,434 |
2,394,446 |
- |
- |
7.43 |
1.99 |
|
|
|
|
123,583,266 |
96,545,072 |
73.65 |
75.91 |
91.28 |
80.08 |
1 T his is the Fair Value expressed as a percentage of total Company NAV, Ordinary Share NAV, Extended Life Share NAV and New Global Share NAV.
2 Floating Rate Note (FRN) - variable coupon rate during the period as per contract notice.
The accompanying notes below are an integral part of the Unaudited Consolidated Interim Financial Statements.
AS AT 30 JUNE 2022 (UNAUDITED) (EXPRESSED IN US DOLLARS) |
|
Cost |
Fair Value |
Ordinary Shares (%)1 |
Extended Life Shares (%)1 |
New Global Shares (%)1 |
Total Company (%)1 |
|
|
|
|
|
|
|
|
Geographic diversity of Portfolio s |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Portfolio of Distressed Investments |
|
|
|
|
|
|
|
Luxembourg |
|
1,893,980 |
12,509,734 |
27.85 |
12.05 |
- |
10.44 |
Marshall Islands |
|
20,210,105 |
19,266,223 |
- |
18.37 |
17.05 |
16.09 |
Netherlands |
|
13,916,542 |
10,767,549 |
- |
6.38 |
18.49 |
8.99 |
Spain |
|
31,469,973 |
14,730,374 |
- |
4.65 |
34.71 |
12.30 |
United States |
|
50,060,575 |
30,542,640 |
4.67 |
31.54 |
19.64 |
25.50 |
|
|
117,551,175 |
87,816,520 |
32.52 |
72.99 |
89.89 |
73.32 |
Short term Investments |
|
|
|
|
|
|
|
US Treasury Bills |
|
9,395,438 |
7,964,654 |
34.77 |
3.19 |
3.75 |
6.65 |
|
|
126,946,613 |
95,781,174 |
67.29 |
76.18 |
93.64 |
79.97 |
1 This is the Fair Value expressed as a percentage of total Company NAV, Ordinary Share NAV, Extended Life Share NAV and New Global Share NAV.
The accompanying notes below are an integral part of the Unaudited Consolidated Interim Financial Statements.
AS AT 31 DECEMBER 2021 (AUDITED) (EXPRESSED IN US DOLLARS) |
|
Cost |
Fair Value |
Ordinary Shares (%)1 |
Extended Life Shares (%)1 |
New Global Shares (%)1 |
Total Company (%)1 |
|
|
|
|
|
|
|
|
Geographic diversity of Portfolio s |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Portfolio of Distressed Investments |
|
|
|
|
|
|
|
Luxembourg |
|
1,893,980 |
17,378,000 |
34.97 |
16.82 |
- |
14.42 |
Marshall Islands |
|
26,803,677 |
22,743,123 |
- |
21.79 |
20.25 |
18.87 |
Netherlands |
|
13,840,967 |
10,552,973 |
- |
6.28 |
18.24 |
8.75 |
Spain |
|
30,677,336 |
14,203,911 |
- |
4.70 |
33.23 |
11.78 |
United States |
|
51,424,673 |
30,642,102 |
4.26 |
32.25 |
18.75 |
25.41 |
|
|
|
|
|
|
|
|
Short term Investments |
|
|
|
|
|
|
|
US Treasury Bills |
|
9,430,114 |
8,904,275 |
35.14 |
3.58 |
4.22 |
7.39 |
|
|
134,070,747 |
104,424,384 |
74.37 |
85.42 |
94.69 |
86.62 |
1 This is the Fair Value expressed as a percentage of total Company NAV, Ordinary Share NAV, Extended Life Share NAV and New Global Share NAV.
The accompanying notes below are an integral part of the Unaudited Consolidated Interim Financial Statements.
Unaudited Consolidated Condensed Schedule of Investments (by sector)
AS AT 30 JUNE 2022 (UNAUDITED) (EXPRESSED IN US DOLLARS) |
Cost |
Fair Value |
Ordinary Shares (%)1 |
Extended Life Shares (%)1 |
New Global Shares (%)1 |
Total Company (%)1 |
Industry diversity of Portfolios |
|
|
|
|
|
|
|
|
|
|
|
|
|
Portfolio of Distressed Investments |
|
|
|
|
|
|
Auto Components |
3,705,793 |
3,901,443 |
0.20 |
3.70 |
3.41 |
3.26 |
Building & Development |
1,934,272 |
269,330 |
0.60 |
0.26 |
- |
0.22 |
Commercial Mortgage |
13,916,542 |
10,767,549 |
- |
6.39 |
18.51 |
8.99 |
Containers and Packaging |
1,893,980 |
12,509,734 |
27.85 |
12.05 |
- |
10.44 |
Financial Intermediaries |
20,888,475 |
6,567,565 |
3.87 |
8.13 |
- |
5.48 |
Lodging & Casinos |
24,235,037 |
18,185,219 |
- |
10.47 |
31.93 |
15.18 |
Oil & Gas |
9,174,989 |
9,404,375 |
- |
8.97 |
8.30 |
7.85 |
Shipping |
20,210,105 |
19,266,223 |
- |
18.37 |
17.05 |
16.10 |
Surface Transport |
21,591,982 |
6,945,082 |
- |
4.65 |
10.69 |
5.80 |
|
117,551,175 |
87,816,520 |
32.52 |
72.99 |
89.89 |
73.32 |
Short term Investments |
|
|
|
|
|
|
US Treasury Bills |
9,395,438 |
7,964,654 |
34.77 |
3.19 |
3.75 |
6.65 |
|
126,946,613 |
95,781,174 |
67.29 |
76.18 |
93.64 |
79.97 |
1 This is the Fair Value expressed as a percentage of total Company NAV, Ordinary Share NAV, Extended Life Share NAV and New Global Share NAV.
The accompanying notes below are an integral part of the Unaudited Consolidated Interim Financial Statements.
AS AT 31 DECEMBER 2021 (AUDITED) (EXPRESSED IN US DOLLARS) |
Cost |
Fair Value |
Ordinary Shares (%)1 |
Extended Life Shares (%)1 |
New Global Shares (%)1 |
Total Company (%)1 |
Industry diversity of Portfolios |
|
|
|
|
|
|
|
|
|
|
|
|
|
Portfolio of Distressed Investments |
|
|
|
|
|
|
Auto Components |
3,705,793 |
3,871,018 |
0.18 |
3.69 |
3.41 |
3.21 |
Building & Development |
1,934,272 |
269,330 |
0.54 |
0.26 |
- |
0.22 |
Commercial Mortgage |
13,840,967 |
10,552,973 |
- |
6.28 |
18.24 |
8.75 |
Containers and Packaging |
1,893,980 |
17,378,000 |
34.97 |
16.82 |
- |
14.42 |
Financial Intermediaries |
21,124,773 |
6,641,859 |
3.54 |
8.26 |
- |
5.51 |
Lodging & Casinos |
24,915,800 |
17,964,276 |
- |
11.29 |
29.67 |
14.90 |
Oil & Gas |
9,174,989 |
9,119,950 |
- |
8.74 |
8.10 |
7.57 |
Shipping |
26,803,676 |
22,743,123 |
- |
21.80 |
20.25 |
18.86 |
Surface Transport |
21,246,383 |
6,979,580 |
- |
4.70 |
10.80 |
5.79 |
|
|
|
|
|
|
|
Short term Investments |
|
|
|
|
|
|
US Treasury Bills |
9,430,114 |
8,904,275 |
35.14 |
3.58 |
4.22 |
7.39 |
|
134,070,747 |
104,424,384 |
74.37 |
85.42 |
94.69 |
86.62 |
1 This is the Fair Value expressed as a percentage of total Company NAV, Ordinary Share NAV, Extended Life Share NAV and New Global Share NAV.
The accompanying notes below are an integral part of the Unaudited Consolidated Interim Financial Statements.
FINANCIAL STATEMENTS | Notes to the Unaudited Consolidated Interim Financial Statements
NOTE 1 - ORGANISATION AND DESCRIPTION OF BUSINESS
NB Distressed Debt Investment Fund Limited (the "Company") is a closed-ended investment company registered and incorporated in Guernsey under the provisions of the Companies (Guernsey) Law, 2008 (as amended) (the "Companies Law") with registration number 51774. The Company's shares are traded on the Specialist Fund Segment ("SFS") of the London Stock Exchange ("LSE"). All share classes are in the harvest period.
The Company's objective is to provide investors with attractive risk-adjusted returns through long-biased, opportunistic stressed, distressed and special situation credit-related investments while seeking to limit downside risk by, amongst other things, focusing on senior and senior secured debt with both collateral and structural protection.
The Company's share capital is denominated in US Dollars for Ordinary Shares and Extended Life Shares and Pounds Sterling for New Global Shares.
NOTE 2 - SUMMARY OF ACCOUNTING POLICIES
(a) Basis of Preparation
The accompanying Unaudited Consolidated Interim Financial Statements ("Financial Statements") give a true and fair view of the assets, liabilities, financial position and return and have been prepared in conformity with accounting principles generally accepted in the United States of America ("US GAAP") and Companies Law and are expressed in US Dollars. All adjustments considered necessary for the fair presentation of the financial statements, for the period presented, have been included.
The Company is regarded as an Investment Company and follows the accounting and reporting guidance in FASB Accounting Standards Codification ("ASC") Topic 946. Accordingly, the Company reflects its investments on the Unaudited Consolidated Statement of Assets and Liabilities at their estimated fair values, with unrealised gains and losses resulting from changes in fair value reflected in net change in unrealised gain/(loss) on investments, credit default swap, warrants, total return swap and forward currency transactions in the Unaudited Consolidated Statement of Operations.
The Board recognises that the Portfolios (the Ordinary Share Class; the Extended Life Share Class; and the New Global Share Class) are now in their harvest periods. The Directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the twelve months from the date these accounts are signed and the foreseeable future. Thus, they continue to prepare the Financial Statements in accordance with U.S. generally accepted accounting principles, as liquidation is not imminent.
The Financial Statements include the results of the Company and its wholly-owned and partially-owned subsidiaries, whose accounting policies are consistent with those of the Company. The Financial Statements include full consolidation of any owned subsidiaries, except where the effect on the Company's financial position and results of operations are immaterial. Transactions between the Company and the subsidiaries have been eliminated on consolidation.
Wholly-owned subsidiaries, London Lux Masterco 1 S.a.r.l. , London Lux Debtco 1 S.a.r.l. and London Lux Propco 1 S.a.r.l. are incorporated in Luxembourg.
Wholly-owned subsidiaries, London Lake Michigan LP and London Lake Michigan (Global) LP are incorporated in the Cayman Islands.
Partially owned indirect subsidiaries NB Distressed Debt Aggregating Inc. and Chicago Aircraft Fund LLC are incorporated in Delaware and operate in the United States.
London Wabash LLC and London Wabash (Global) LLC were dissolved on 23 May 2022.
(b) Use of Estimates
The preparation of these Financial Statements in conformity with US GAAP requires that the Directors make estimates and assumptions (as mentioned in detail on note 2 (f) below) that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of income and expenses during the reporting year.
Actual results could differ significantly from these estimates.
(c) Cash and Cash Equivalents and Restricted Cash
The Company holds cash and cash equivalents in US Dollar and non-US Dollar denominated currencies with original maturities of less than 90 days that are both readily convertible to known amounts of cash and so near maturity that they represent an insignificant risk of change in value to be cash equivalents. As at 30 June 2022, the Compan y has cash balances in various currencies equating to $26,385,786 (Cost: $26,414,127) (31 December 2021: $15,340,854 (Cost: $15,349 ,417)) including cash and cash equivalents of $15,415,786 (31 December 2021: $4,370,854) as well as restricted cash of $10,970,000 (31 December 2021: $10,970,000). Restricted cash of $10,970,000 is collateral for the total return swap positions.
(d) Payables/Receivables on Investments Purchased/Sold
At 30 June 2022, the amount payable/receivable on investments purchased/sold represents amounts due for investments purchased/sold that have been contracted for but not settled on the Unaudited Consolidated Statement of Assets and Liabilities date.
(e) Foreign Currency Translation
Assets and liabilities denominated in foreign currency are translated into US Dollars at the currency exchange rates on the date of valuation. On initial recognition, foreign currency sales and purchases transactions are recorded and translated at the spot exchange rate at the transaction date and for all other transactions, the average rate is applied. Non-monetary assets and liabilities are translated at the historic exchange rate.
The Company does not separate the changes relating to currency exchange rates from those relating to changes in fair value of the investments. These fluctuations are included in the net realised gain and net change in unrealised gain/(loss) on investments, credit default swap, warrants, total return swap and forward currency transactions in the Unaudited Consolidated Statements of Operations.
(f) Fair Value of Financial Instruments
The fair value of the Company's assets and liabilities that qualify as financial instruments under FASB ASC 825, Financial Instruments, approximate the carrying amounts presented in the Unaudited Consolidated Statement of Assets and Liabilities.
Fair value prices are estimates made at a discrete point in time, based on relevant market data, information about the financial instruments, and other factors.
Fair value is determined using available market information and appropriate valuation methodologies. Estimates of fair value of financial instruments without quoted market prices are subjective in nature and involve various assumptions and estimates that are matters of judgement. Accordingly, fair values are not necessarily indicative of the amounts that will be realised on disposal of financial instruments. The use of different market assumptions and/or estimation methodologies may have a material effect on estimated fair value amounts.
The following estimates and assumptions were used as at 30 June 2022 and 31 December 2021 to estimate the fair value of each class of financial instruments:
· Cash and cash equivalents - The carrying value reasonably approximates fair value due to the short-term nature of these instruments.
· Receivables for investments sold - The carrying value reasonably approximates fair value as it reflects the value at which investments are sold to a willing buyer and the settlement period on their balances is short term.
· Interest receivables and other receivables and prepayments - The carrying value reasonably approximates fair value.
· Quoted investments are valued according to their bid price at the close of the relevant reporting date. Investments in private securities are priced at the bid price using a pricing service for private loans. If a price cannot be ascertained from the above sources, the Company will seek bid prices from third party broker/dealer quotes for the investments.
· Warrants are priced using the bid price provided by third party broker / dealer market quotes.
· In cases where no third-party price is available, or where the Investment Manager determines that the provided price is not an accurate representation of the fair value of the investment, the Investment Manager determines the valuation based on its fair valuation policy. Further information on valuations is provided in Note 2 (g), "Investment transactions, investment income/expenses and valuation", on pages 41 and 42.
· Payables for investments purchased - The carrying value reasonably approximates fair value as they reflect the value at which investments are purchased from a willing seller and the settlement period on their balances is short term.
· Payables to Investment Manager and affiliates and accrued expenses and other liabilities - The carrying value reasonably approximates fair value.
· Forward currency contracts are revalued using the forward exchange rate prevailing at the Unaudited Consolidated Statement of Assets and Liabilities date.
· Total Return Swaps are priced using Mark to market prices provided by a third party broker.
The Company follows guidance in ASC 820, Fair Value Measurement ("ASC 820"), where fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value measurements are determined within a framework that establishes a three-tier hierarchy which maximises the use of observable market data and minimises the use of unobservable inputs to establish a classification of fair value measurements for disclosure purposes.
Inputs refer broadly to the assumptions that market participants would use in pricing the asset or liability, including assumptions about risk, such as the risk inherent in a particular valuation technique used to measure fair value using a pricing model and/or the risk inherent in the inputs for the valuation technique. Inputs may be observable or unobservable.
Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs reflect the Company's own assumptions about the assumptions market participants would use in pricing the asset or liability based on the information available. The inputs or methodology used for valuing assets or liabilities may not be an indication of the risks associated with investing in those assets or liabilities.
ASC 820 classifies the inputs used to measure these fair values into the following hierarchy:
Level 1 : Quoted prices are available in active markets for identical investments as of the reporting date.
Level 2 : Pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date, and fair value is determined through the use of models or other valuation methodologies.
Level 3 : Pricing inputs are unobservable for the investment and include situations where there is little, if any, market activity for the investment. The inputs used in the determination of the fair value require significant management judgement or estimation.
In all cases, the level in the fair value hierarchy within which the fair value measurement in its entirety falls has been determined based on the lowest level of input that is significant to the fair value measurement. The Company's assessment of the significance of a particular input to the fair value measurement in its entirety requires judgement and considers factors specific to each investment.
The following is a summary of the levels within the fair value hierarchy in which the Company invests:
FAIR VALUE OF FINANCIAL INSTRUMENTS AS AT 30 JUNE 2022 (UNAUDITED) |
||||
(EXPRESSED IN US DOLLARS) |
LEVEL 1 |
LEVEL 2 |
LEVEL 3 |
TOTAL |
Bank Debt Investments |
- |
2,698,847 |
43,700,737 |
46,399,584 |
Private Equity |
- |
9,404,375 |
17,743,915 |
27,148,290 |
Private Note |
- |
7,701,081 |
6,567,565 |
14,268,646 |
US Treasury Bills |
7,964,654 |
- |
- |
7,964,654 |
Investments at fair value |
7,964,654 |
19,804,303 |
68,012,217 |
95,781,174 |
Credit Default Swap |
- |
(10,196) |
- |
(10,196) |
Total Return Swap |
- |
- |
646,108 |
646,108 |
Forward Currency Contracts - Assets |
|
1,899,387 |
|
1,899,387 |
Forward Currency Contracts - Liabilities |
|
(13,374 ) |
|
(13,374 ) |
Total investments that are accounted for at fair value |
7,964,654 |
21,680,120 |
68,658,325 |
98,303,099 |
|
||||
FAIR VALUE OF FINANCIAL INSTRUMENTS AS AT 31 DECEMBER 2021 (AUDITED) |
||||
(EXPRESSED IN US DOLLARS) |
LEVEL 1 |
LEVEL 2 |
LEVEL 3 |
TOTAL |
Bank Debt Investments |
- |
3,738,963 |
47,181,981 |
50,920,944 |
Private Equity |
- |
9,119,950 |
21,836,374 |
30,956,324 |
Private Note |
- |
7,000,983 |
6,641,858 |
13,642,841 |
US Treasury Bills |
8,904,275 |
- |
- |
8,904,275 |
Investments at fair value |
8,904,275 |
19,859,896 |
75,660,213 |
104,424,384 |
Credit Default Swap |
- |
(33,603) |
- |
(33,603) |
Total Return Swap |
- |
- |
(875,121) |
(875,121) |
Forward Currency Contracts - Assets |
- |
496,027 |
- |
496,027 |
Forward Currency Contracts - Liabilities |
- |
(86,200) |
- |
(86,200) |
Total investments that are accounted for at fair value |
8,904,275 |
20,236,120 |
74,785,092 |
103,925,487 |
|
The following table summarises the significant unobservable inputs the Company used to value its investments categorised within Level 3 as at 30 June 2022. The table is not intended to be all-inclusive but instead captures the significant unobservable inputs relevant to our determination of fair values.
(UNAUDITED) Type |
Sector |
Fair Value ($) |
Primary Valuation Technique |
Significant unobservable Inputs |
Range Input |
|
Bank Debt Investments |
Commercial Mortgage |
10,767,549 |
Market Comparatives |
Discount Rate |
10% |
|
Bank Debt Investments |
Lodging & Casinos |
6,452,554 |
Market Comparatives |
Discount Rate |
15% |
|
Bank Debt Investments |
Shipping |
19,266,223 |
Market Information |
Value Per Vessel |
$17 million per vessel |
|
Bank Debt Investments |
Building & Development |
269,329 |
Market Information |
Unadjusted Broker Quote |
N/A |
|
Bank Debt Investments |
Surface Transport |
6,945,082 |
Market Information |
Unadjusted Broker Quote |
N/A |
|
Private Equity |
Auto Components |
3,901,443 |
Market Information |
EBITDA Multiple |
4-5X |
|
Private Equity |
Containers and Packaging |
12,509,735 |
Market Comparatives |
EBITDA Multiple |
11.75X |
|
Private Equity |
Lodging & Casinos |
1,332,737 |
Market Comparatives |
Discount Rate |
15% |
|
Private Note |
Financial Intermediaries |
6,567,565 |
Market Information |
Unadjusted Broker Quote |
N/A |
|
Total Return Swap |
Surface Transport |
646,108 |
Market Information |
Unadjusted Broker Quote |
N/A |
|
Total |
|
68,658,325 |
|
|
|
The following table summarises the significant unobservable inputs the Company used to value its investments categorised within Level 3 as at 31 December 2021. The table is not intended to be all-inclusive but instead captures the significant unobservable inputs relevant to our determination of fair values.
(AUDITED) Type |
Sector |
Fair Value ($) |
Primary Valuation Technique |
Significant unobservable Inputs |
Range Input |
|
Bank Debt Investments |
Commercial Mortgage |
10,552,973 |
Market Comparatives |
Discount Rate |
10% |
|
Bank Debt Investments |
Lodging & Casinos |
6,636,976 |
Market Comparatives |
Discount Rate |
15% |
|
Bank Debt Investments |
Shipping |
22,743,123 |
Market Information |
Value Per Vessel |
$13.5 million per vessel |
|
Bank Debt Investments |
Building & Development |
269,329 |
Market Information |
Unadjusted Broker Quote |
N/A |
|
Bank Debt Investments |
Surface Transport |
6,979,580 |
Market Information |
Unadjusted Broker Quote |
N/A |
|
Private Equity |
Auto Components |
3,871,019 |
Market Information |
EBITDA Multiple |
4-5X |
|
Private Equity |
Containers and Packaging |
17,378,000 |
Market Comparatives |
EBITDA Multiple |
11.75X |
|
Private Equity |
Lodging & Casinos |
587,355 |
Market Comparatives |
Discount Rate |
15% |
|
Private Note |
Financial Intermediaries |
6,641,858 |
Market Information |
Unadjusted Broker Quote |
N/A |
|
Total Return Swap |
Surface Transport |
(875,121) |
Market Information |
Unadjusted Broker Quote |
N/A |
|
Total |
|
74,785,092 |
|
|
|
Changes in any of the above inputs may positively or adversely impact the fair value of the relevant investments.
Level 3 assets are valued using single bid-side broker quotes or by good faith methods of the Investment Manager. For single broker quotes the Investment Manager uses unobservable inputs to assess the reasonableness of the broker quote. For good faith valuations, the Investment Manager directly uses unobservable inputs to produce valuations. The significant unobservable inputs used in Level 3 assets as at 30 June 2022 and 31 December 2021 are outlined in the tables above.
These inputs vary by asset class. For example, real estate asset valuations may utilise discounted cash flow models using an average value per square foot and appropriate discount rate. Other assets may be valued based on analysis of the liquidation of the underlying assets. In general, increases/(decreases) to per unit valuation inputs such as value per square foot, will result in increases/(decreases) to investment value.
Similarly, increases/(decreases) of asset realisation inputs (liquidation estimate, letter of intent, etc.) will also result in increases/(decreases) in value. In situations where discounted cash flow models are used, increasing/(decreasing) discount rates or increasing/(decreasing) weighted average life, in isolation, will generally result in (decreased)/increased valuations.
The following is a reconciliation of opening and closing balances of assets and liabilities measured at fair value on a recurring basis using Level 3 inputs:
FOR THE PERIOD ENDED 30 JUNE 2022 (EXPRESSED IN US DOLLARS) |
|
|||||||||
|
|
Bank Debt Investments |
|
Private Equity |
|
Trade Claim |
|
Private Note |
|
Total |
Balance, 31 December 2021 |
|
47,181,981 |
|
21,836,374 |
|
(875,121) |
|
6,641,858 |
|
74,785,092 |
Purchases (includes purchases-in-kind) |
|
2,055,429 |
|
- |
|
- |
|
- |
|
2,055,429 |
Sales and distributions |
|
(7,977,550) |
|
- |
|
- |
|
- |
|
(7,977,550) |
Realised gain on sale of investments |
|
64,418 |
|
- |
|
- |
|
- |
|
64,418 |
Unrealised gain/(loss) on investments |
|
2,376,459 |
|
(4,092,459) |
|
1,521,229 |
|
(74,293) |
|
(269,064) |
Transfers from Level 2 into Level 3 |
|
- |
|
- |
|
- |
|
- |
|
- |
Transfers from Level 3 into Level 2 |
|
- |
|
- |
|
- |
|
- |
|
- |
Balance, 30 June 2022 |
|
43,700,737 |
|
17,743,915 |
|
646,108 |
|
6,567,565 |
|
68,658,325 |
Change in unrealised gain/(loss) on investments included in Audited Consolidated Statement of Operation for Level 3 investments held as at 30 June 2022 |
|
2,376,459 |
|
(4,092,459) |
|
1,521,229 |
|
(74,293) |
|
(269,064) |
The Company's policy is to recognise transfers into and out of Level 3 as of the actual date of the event or change in circumstances that caused the transfer. During the period the Company had no transfers out of Level 3 into Level 2 of fair value amounting to $Nil. The Company had no transfers out of Level 2 into Level 3.
The following is a reconciliation of opening and closing balances of assets and liabilities measured at fair value on a recurring basis using Level 3 inputs:
FOR THE YEAR ENDED 31 DECEMBER 2021 (EXPRESSED IN US DOLLARS) |
|
|||||||||
|
|
Bank Debt Investments |
|
Private Equity |
|
Trade Claim |
|
Private Note |
|
Total |
Balance, 31 December 2020 |
|
40,145,844 |
|
20,425,758 |
|
(1,222,546) |
|
8,059,382 |
|
67,408,438 |
Purchases (includes purchases-in-kind) |
|
5,128,408 |
|
- |
|
- |
|
- |
|
5,128,408 |
Sales and distributions |
|
- |
|
- |
|
- |
|
(236,294) |
|
(236,294) |
Realised gain on sale of investments |
|
463 |
|
- |
|
- |
|
- |
|
463 |
Unrealised gain/(loss) on investments |
|
1,637,937 |
|
1,410,616 |
|
347,425 |
|
(1,181,230) |
|
2,214,748 |
Transfers from Level 2 into Level 3 |
|
269,329 |
|
- |
|
- |
|
- |
|
269,329 |
Transfers from Level 3 into Level 2 |
|
- |
|
- |
|
- |
|
- |
|
- |
Balance, 31 December 2021 |
|
47,181,981 |
|
21,836,374 |
|
(875,121) |
|
6,641,858 |
|
74,785,092 |
Change in unrealised gain/(loss) on investments included in Audited Consolidated Statement of Operation for Level 3 investments held as of 31 December 2021 |
|
1,638,400 |
|
1,410,616 |
|
347,425 |
|
(1,181,230) |
|
2,215,211 |
The Company's policy is to recognise transfers into and out of Level 3 as of the actual date of the event or change in circumstances that caused the transfer. During the year the Company had no transfers out of Level 3 into Level 2 of fair value amounting to $Nil. The Company had two transfers out of Level 2 into Level 3 of fair value amounting to $269,329 as no quoted prices were observable.
(g) Investment transactions, investment income/expenses and valuation
Investment transactions are accounted for on a trade-date basis. Upon sale or maturity, the difference between the consideration received and the cost of the investment is recognised as a realised gain or loss. The cost is determined based on the weighted average cost method. All transactions relating to the restructuring of current investments are recorded at the date of such restructuring. The difference between the fair value of the new consideration received and the cost of the original investment is recognised as a realised gain or loss. Unrealised gains and losses on an investment are the difference between the cost if purchased during the period or fair value at the previous year end and the fair value at the current period end. Unrealised gains and losses are included in the Unaudited Consolidated Statement of Operations.
Operating expenses are recognised on an accruals basis. Operating expenses include amounts directly or indirectly incurred by the Company as part of its operations. Each share class will bear its respective pro-rata share based on its respective NAVs of the ongoing costs and expenses of the Company. Each share class will also bear all costs and expenses of the Company determined by the Directors to be attributable solely to it. Any costs incurred by a share buyback are charged to that share class.
For the period ended 30 June 2022, $91,835 (30 June 2021: $106,857) was recorded to reflect accretion of discount on loans and bonds during the period.
Interest earned on debt instruments is accounted for, net of applicable withholding taxes and it is recognised as income over the terms of the loans and bonds. Discounts received or premiums paid in connection with the acquisition of loans and bonds are amortised into interest income using the effective interest method over the contractual life of the related loan and bond. If a loan is repaid prior to maturity, the recognition of the fees and costs is accelerated as appropriate. The Company raises a provision when the collection of interest is deemed doubtful. Dividend income is recognised on the ex-dividend date net of withholding tax.
Capitalised payment-in-kind ("PIK") interest is computed at the contractual rate specified in the loan agreement for any portion of the interest which may be added to the principal balance of a loan rather than paid in cash by the obligator on the scheduled interest payment date. PIK interest is periodically added to the principal balance of the loan and recorded as interest income. The Investment Manager places a receivable on non-accrual status when the collection of principal or interest is deemed doubtful. The amount of interest income recorded, plus initial costs of underlying PIK interest is reviewed periodically to ensure that these do not exceed fair value of those assets.
The Company carries investments on its Unaudited Consolidated Statement of Assets and Liabilities at fair value in accordance with US GAAP, with changes in fair value recognised in the Unaudited Consolidated Statement of Operations in each reporting period. Fair value is defined as the price that would be received on the sale of an asset or paid to transfer a liability (i.e. the "exit price") in an orderly transaction between market participants at the measurement date.
Quoted investments are valued according to their bid price at the close of the relevant reporting date. Investments in private securities are priced at the bid price using a pricing service for private loans.
If a price cannot be ascertained from the above sources the Company will seek bid prices from third party broker/dealer quotes for the investments. The Investment Manager believes that bid price is the best estimate of fair value and is in line with the valuation policy adopted by the Company.
In cases where no third party price is available, or where the Investment Manager determines that the provided price is not an accurate representation of the fair value of the investment, the Administrator will value such investments with the input of the Investment Manager who will determine the valuation based on its fair valuation policy. As part of the investment fair valuation policy, the Investment Manager prepares a fair valuation memorandum for each such investment presenting the methodology and assumptions used to derive the price. This analysis is presented to the Investment Manager's Valuation Committee for approval.
The following criteria are considered when applicable:
· The valuation of other securities by the same issuer for which market quotations are available;
· The reasons for absence of market quotations;
· The soundness of the security, its interest yield, the date of maturity, the credit standing of the issue and the current general interest rates;
· Any recent sales prices and/or bid and ask quotations for the security;
· The value of similar securities of issuers in the same or similar industries for which market quotations are available;
· The economic outlook of the industry;
· The issuer's position in the industry;
· The financial statements of the issuer; and
· The nature and duration of any restriction on disposition of the security.
(h) Derivative Contracts
The Company may, from time to time, hold derivative financial instruments for the purposes of managing foreign currency exposure and to provide a measure of protection against defaults of corporate or sovereign issuers. These derivatives are measured at fair value in conformity with US GAAP with changes in fair value recognised in the Unaudited Consolidated Statement of Operations in each reporting period.
As part of the Company's investment strategy, the Company enters into over-the-counter ("OTC") derivative contracts which may include forward currency contracts, credit default swaps, total return swaps and warrants.
Forward currency contracts are valued at the prevailing forward exchange rate of the underlying currencies on the reporting date and the value recorded in the financial statements represents net unrealised gain and loss on forwards as at 30 June. Forward contracts are generally categorised in Level 2 of the fair value hierarchy.
The credit default swap has been entered into on the OTC market. The fair value of the credit default swap contract is derived using a pricing service provided by Markit Partners. Markit Partners use a pricing model that is widely accepted by marketplace participants. Their pricing model takes into account multiple inputs including specific contract terms, interest rate yield curves, interest rates, credit curves, recovery rates, and current credit spreads obtained from swap counterparties and other market participants. Many inputs into the model do not require material subjectivity as they are observable in the marketplace or set per the contract. Other than the contract terms, valuation is mainly determined by the difference between the contract spread and the current market spread. The contract spread (or rate) is generally fixed and the market spread is determined by the credit risk of the underlying debt or reference entity. If the underlying debt is liquid and the OTC market for the current spread is active, credit default swaps are categorised in Level 2 of the fair value hierarchy. If the underlying debt is illiquid and the OTC market for the current spread is not active, credit default swaps are categorised in Level 3 of the fair value hierarchy.
The total return swap is valued using a mark to market prices provided by a third-party broker.
(i) Taxation
The Company is not subject to income taxes in Guernsey; however, it may be subject to taxes imposed by other countries on income it derives from investments.
Such taxes are reflected in the Unaudited Consolidated Statement of Operations. In accordance with US GAAP, management is required to determine whether a tax position of the Company is more likely than not to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The tax benefit to be recognised is measured as the largest amount of benefit that is greater than fifty percent likely of being realised upon ultimate settlement. De-recognition of a tax benefit previously recognised could result in the Company recording a tax liability that would reduce net assets. US GAAP also provides guidance on thresholds, measurement, de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition that is intended to provide better financial statement comparability among different entities.
There were no uncertain tax positions as at 30 June 2022 or 31 December 2021. The Company files its tax returns as prescribed by the tax laws of the jurisdictions in which it operates. In the normal course of business, the Company is subject to examination by federal and certain state, local, and foreign tax regulators. State, local and foreign tax returns, if applicable, are generally subject to audit according to varying limitations dependent upon the jurisdiction. As of 30 June 2022, the Company's U.S. federal income tax returns are subject to examination under the three-year statute of limitations.
During the period ended 30 June 2022, the Company recorded current income tax expense $Nil (30 June 2021 income tax expense: $7,052). Deferred taxes are recorded to reflect the tax consequences of future years' differences between the tax basis of assets and their financial reporting basis. The deferred tax benefit recorded for the period ended 30 June 2022 was $Nil (30 June 2021 deferred tax benefit: $Nil). The net total income tax benefit/expense from realised/unrealised gains/(losses) on investments for the period ended 30 June 2022 was $Nil (30 June 2021 income tax expense: $7,052).
NOTE 3 - DERIVATIVES
In the normal course of business, the Company uses derivative contracts in connection with its proprietary trading activities. Investments in derivative contracts are subject to additional risks that can result in a loss of all or part of the derivative investment. The Company's derivative activities and exposure to derivative contracts are classified by the following primary underlying risks: foreign currency exchange rate, credit, and equity price. In addition to its primary underlying risks, the Company is also subject to additional counterparty risk due to inability of its counterparties to meet the terms of their contracts.
Forward Currency Contracts
The Company enters into forwards for the purposes of managing foreign currency exposure.
Credit Default Swap
The Company uses credit default swap agreements on corporate or sovereign issues to provide a measure of protection against defaults of the issuers (i.e., to reduce risk where a Company owns or has exposure to the referenced obligation) from time to time.
There was one credit default swap position (Brazilian Government) held as at 30 June 2022 (31 December 2021: one).
Total Return Swap
The Company entered into two fully funded total return swaps on 2 May 2011 and 18 April 2012. These swaps matured on 25 February 2020 and rolled over into a new swap agreement. New ISDA regulations enacted in 2019 require booking the total return swaps with cash collateral maintained vs fully funded swaps.
The new swap was booked on 02 March 2020 and will mature on 01 February 2023. The value of the swap, exclusive of related cash collateral, as at 30 June 2022 is $646,108 (31 December 2021: ($875,121)) representing an unrealised gain of $1,521,229 in the period.
As at 30 June 2022 the net value of the swap and related cash collateral was $11,616,108 (31 December 2021: $10,094,879) (comprised of restricted cash collateral of $10,970,000 (31 December 2021: $10,970,000) and total return swap asset of $646,108 (31 December 2021: swap liability of ($875,121)), as reflected in the Unaudited Consolidated Statement of Assets and Liabilities. The underlying asset of the swaps is denominated in Brazilian Real and the foreign exchange exposure is hedged to offset any change in value in underlying asset due to the FX movements.
Derivative activity
For the period ended 30 June 2022 and for the year ended 31 December 2021 the volume of the Company's derivative activities based on their notional amounts and number of contracts, categorised by primary underlying risk, are as follows:
30 JUNE 2022 (UNAUDITED) |
LONG EXPOSURE |
SHORT EXPOSURE |
||
Primary underlying risk |
NOTIONAL AMOUNTS |
NUMBER OF CONTRACTS |
NOTIONAL AMOUNTS |
NUMBER OF CONTRACTS |
Foreign currency exchange rate |
|
|
|
|
Forward currency contracts |
$70,282,302 |
26 |
$73,118,740 |
26 |
Financial assets |
|
|
|
|
Credit default swap |
$9,900,000 |
2 |
- |
- |
Total return swap |
- |
- |
$10,960,348 |
2 |
31 DECEMBER 2021 (AUDITED) |
LONG EXPOSURE |
SHORT EXPOSURE |
||
Primary underlying risk |
NOTIONAL AMOUNTS |
NUMBER OF CONTRACTS |
NOTIONAL AMOUNTS |
NUMBER OF CONTRACTS |
Foreign currency exchange rate |
|
|
|
|
Forward currency contracts |
$ 151,749,141 |
29 |
$ 147,352,146 |
20 |
Financial assets |
|
|
|
|
Credit default swap |
$ 9,900,000 |
1 |
- |
- |
Total return swap |
- |
- |
$ 10,960,348 |
2 |
The following tables show, as at 30 June 2022 and 31 December 2021, the fair value amounts of derivative contracts included in the Unaudited Consolidated Statement of Assets and Liabilities, categorised by primary underlying risk. Balances are presented on a gross basis prior to application of the impact of counterparty and collateral netting. Total derivative assets and liabilities are adjusted on an aggregate basis to take into account the effects of master netting arrangements and, where applicable, have been adjusted by the application of cash collateral receivables and payables with its counterparties. The tables also identify, as at 30 June 2022 and 31 December 2021, the realised and unrealised gain and loss amounts included in the Unaudited Consolidated Statement of Operations, categorised by primary underlying risk:
30 JUNE 2022 (UNAUDITED) Primary underlying risk |
Derivative Assets ($) |
Derivative Liabilities ($) |
Realised gain (loss) ($) |
NET CHANGE IN Unrealised gain (loss) ($) |
Foreign currency exchange rate |
|
|
|
|
Forward currency contracts |
1,899,387 |
(13,374) |
(723,009) |
1,476,186 |
Credit |
|
|
|
|
Purchased protection |
|
|
|
|
Credit default swap |
- |
(10,196) |
- |
23,406 |
Total return swap |
646,108 |
- |
- |
1,521,229 |
31 DECEMBER 2021 (AUDITED) Primary underlying risk |
Derivative Assets ($) |
Derivative Liabilities ($) |
Realised gain (loss) ($) |
NET CHANGE IN Unrealised gain (loss) ($) |
Foreign currency exchange rate |
|
|
|
|
Forward currency contracts |
496,027 |
(86,200) |
725,170 |
1,736,467 |
Credit |
|
|
|
|
Purchased protection |
|
|
|
|
Credit default swap |
- |
(33,603) |
67,076 |
125,562 |
Total return swap |
|
(875,121) |
- |
347,425 |
Offsetting assets and liabilities
Amounts due from and to brokers are presented on a net basis, by counterparty, to the extent the Company has the legal right to offset the recognised amounts and intends to settle on a net basis.
The Company presents on a net basis the fair value amounts recognised for OTC derivatives executed with the same counterparty under the same master netting agreement.
The Company is required to disclose the impact of offsetting assets and liabilities presented in the Unaudited Consolidated Statement of Assets and Liabilities to enable users of the Financial Statements to evaluate the effect or potential effect of netting arrangements on its financial position for recognised assets and liabilities.
These recognised assets and liabilities include financial instruments and derivative contracts that are either subject to an enforceable master netting arrangement or similar agreement or meet the following right of set off criteria:
· each of the two parties owes the other determinable amounts;
· the Company has the right to set off the amounts owed with the amounts owed by the other party;
· the Company intends to set off; and
· the Company's right of set off is enforceable at law.
The Company is subject to enforceable master netting agreements with its counterparties of credit default swap, the total return swaps and foreign currency exchange contracts. These agreements govern the terms of certain transactions and reduce the counterparty risk associated with relevant transactions by specifying offsetting mechanisms and collateral posting arrangements at pre ‑ arranged exposure levels.
Derivative activity
The following tables, as at 30 June 2022 and 31 December 2021, show the gross and net derivatives assets and liabilities by contract type and amount for those derivatives contracts for which netting is permissible.
30 JUNE 2022 (UNAUDITED)
(EXPRESSED IN US DOLLARS )
|
|
|
|
AMOUNTS NOT OFFSET IN THE CONSOLIDATED STATEMENT OF ASSETS AND LIABILITIES |
|
|
DESCRIPTION |
GROSS AMOUNTS OF RECOGNISED ASSETS |
GROSS AMOUNTS OFFSET IN THE CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES |
NET AMOUNTS OF RECOGNISED ASSETS PRESENTED IN THE CONSOLIDATED STATEMENT OF ASSETS AND LIABILITIES |
FINANCIAL INSTRUMENTS (POLICY ELECTION) |
FINANCIAL COLLATERAL RECEIVED1 |
NET AMOUNT |
|
|
|
|
|
|
|
Forward currency contracts |
1,899,387 |
- |
1,899,387 |
(13,374) |
(880,000) |
1,006,013 |
Total return swaps |
646,108 |
- |
646,108 |
- |
- |
646,108 |
Total |
2,545,495 |
- |
2,545,495 |
(13,374) |
(880,000) |
1,652,121 |
|
|
|
|
AMOUNTS NOT OFFSET IN THE CONSOLIDATED STATEMENT OF ASSETS AND LIABILITIES |
|
|
DESCRIPTION |
GROSS AMOUNTS OF RECOGNISED LIABILITIES |
GROSS AMOUNTS OFFSET IN THE CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES |
NET AMOUNTS OF RECOGNISED ASSETS PRESENTED IN THE CONSOLIDATED STATEMENT OF ASSETS AND LIABILITIES |
FINANCIAL INSTRUMENTS (POLICY ELECTION) |
FINANCIAL COLLATERAL RECEIVED1 |
NET AMOUNT |
|
|
|
|
|
|
|
Forward currency contracts |
(13,374) |
- |
(13,374) |
13,374 |
|
- |
Credit default swap |
(10,196) |
- |
(10,196) |
- |
- |
(10,196) |
Total return swaps |
- |
- |
- |
- |
|
- |
Total |
(23,570) |
- |
(23,570) |
13,374 |
- |
(10,196) |
1 The amount netted off is a portion of the total collateral as per the Unaudited Consolidated Statement of Assets and Liabilities.
The following table, as at 31 December 2021, show the gross and net derivatives assets and liabilities by contract type and amount for those derivatives contracts for which netting is permissible.
1 DECEMBER 2021 (AUDITED)
(EXPRESSED IN US DOLLARS )
|
|
|
|
AMOUNTS NOT OFFSET IN THE CONSOLIDATED STATEMENT OF ASSETS AND LIABILITIES |
|
|
DESCRIPTION |
GROSS AMOUNTS OF RECOGNISED ASSETS |
GROSS AMOUNTS OFFSET IN THE CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES |
NET AMOUNTS OF RECOGNISED ASSETS PRESENTED IN THE CONSOLIDATED STATEMENT OF ASSETS AND LIABILITIES |
FINANCIAL INSTRUMENTS (POLICY ELECTION) |
FINANCIAL COLLATERAL RECEIVED1 |
NET AMOUNT |
|
|
|
|
|
|
|
Forward currency contracts |
496,027 |
- |
496,027 |
(86,200) |
- |
409,827 |
Total |
496,027 |
- |
496,027 |
(86,200) |
- |
409,827 |
|
|
|
|
AMOUNTS NOT OFFSET IN THE CONSOLIDATED STATEMENT OF ASSETS AND LIABILITIES |
|
|
DESCRIPTION |
GROSS AMOUNTS OF RECOGNISED LIABILITIES |
GROSS AMOUNTS OFFSET IN THE CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES |
NET AMOUNTS OF RECOGNISED ASSETS PRESENTED IN THE CONSOLIDATED STATEMENT OF ASSETS AND LIABILITIES |
FINANCIAL INSTRUMENTS (POLICY ELECTION) |
FINANCIAL COLLATERAL RECEIVED1 |
NET AMOUNT |
Forward currency contracts |
(86,200) |
- |
(86,200) |
86,200 |
- |
- |
Credit default swap |
(33,603) |
- |
(33,603) |
- |
- |
(33,603) |
Total return swaps |
(875,121) |
- |
(875,121) |
- |
875,121 |
- |
Total |
(994,924) |
- |
(994,924) |
86,200 |
875,121 |
(33,603) |
1 The amount netted off is a portion of the total collateral as per the Audited Consolidated Statement of Assets and Liabilities.
NOTE 4 - RISK FACTORS
The Company's investments are subject to various risk factors including market and credit risk, interest rate and foreign exchange risk, and the risks associated with investing in private securities. Investments in private securities and partnerships are illiquid, and there can be no assurances that the Company will be able to realise the value of such investments in a timely manner. Additionally, the Company's investments may be highly concentrated in certain industries. Non-U.S. dollar denominated investments may result in foreign exchange losses caused by devaluations and exchange rate fluctuations. In addition, consequences of political, social, economic, diplomatic changes or public health condition may have disruptive effects on market prices or fair valuations of foreign investments.
Market Risk
Market risk is the potential for changes in the value of investments. Categories of market risk include, but are not limited to, interest rates. Interest rate risks primarily result from exposures to changes in the level, slope and curvature of the yield curve, the volatility of interest rates and credit spreads. Details of the Company's investment Portfolio as at 30 June 2022 and 31 December 2021 are disclosed in the Unaudited Consolidated Condensed Schedule of Investments. Each separate investment exceeding 5% of net assets is disclosed separately.
Credit Risk
The Company may invest in a range of corporate and other bonds and other credit sensitive securities. Until such investments are sold or are paid in full at maturity, the Company is exposed to credit risk relating to whether the issuer will meet its obligations when the securities fall due. Distressed debt securities by nature are securities in companies which are in default or are heading into default and will expose the Company to a higher than normal amount of credit risk.
The Company may invest a relatively large percentage of its assets in issuers located in a single country, a small number of countries, or a particular geographic region. As a result, the Company's performance may be closely aligned with the market, currency or economic, political or regulatory conditions and developments in those countries or that region, and could be more volatile than the performance of more geographically diversified investments. Refer to the Unaudited Consolidated Condensed Schedules of Investments on pages 27 to 34 for concentration of credit risk.
The Company maintains positions in a variety of securities, derivative financial instruments and cash and cash equivalents in accordance with its investment strategy and guidelines. The Company's trading activities expose the Company to counterparty credit risk from brokers, dealers and other financial institutions (collectively, "counterparties") with which it transacts business. "Counterparty credit risk" is the risk that a counterparty to a trade will fail to meet an obligation that it has entered into with the Company, resulting in a financial loss to the Company. The Company's policy with respect to counterparty credit risk is to minimise its exposure to counterparties with perceived higher risk of default by dealing only with counterparties that meet the credit standards set out by the Investment Manager.
All the Company's cash and investment assets other than derivative financial instruments are held by the Custodian. The Custodian segregates the assets of the Company from the Custodian's assets and other Custodian clients. Management believes the risk is low with respect to any losses as a result of this concentration. The Company conducts its trading activities with respect to non-derivative positions with a number of counterparties. Counterparty credit risk borne by these transactions is mitigated by trading with multiple counterparties.
In addition, the Company may trade in OTC derivative instruments and in derivative instruments which trade on exchanges with generally a limited number of counterparties and as a consequence the Company is subject to counterparty credit risk related to the potential inability of counterparties to these derivative transactions to perform their obligations to the Company. The Company's exposure to counterparty credit risk associated with counterparty non-performance is generally limited to the fair value (derivative assets and liabilities) of OTC derivatives reported as net assets, net of collateral received or paid, pursuant to agreements with each counterparty. The Investment Manager attempts to reduce the counterparty credit risk of the Company by establishing certain credit terms in its International Swaps and Derivatives Association (ISDA) Master Agreements (with netting terms) with counterparties, and through credit policies and monitoring procedures. Under ISDA Master Agreements in certain circumstances (e.g. when a credit event such as a default occurs) all outstanding transactions under the agreement are terminated, the termination value is assessed and only a single net amount is due or payable in settlement of all transactions. The Company receives and gives collateral in the form of cash and marketable securities and it is subject to the ISDA Master Agreement Credit Support Annex. This means that securities received/given as collateral can be pledged or sold during the term of the transaction. The terms also give each party the right to terminate the related transactions on the other party's failure to post collateral. Exchange-traded derivatives generally involve less counterparty exposure because of the margin requirements of the individual exchanges.
Generally, these contracts can be closed out at the discretion of the Investment Manager and are governed by the futures and options clearing agreements signed with the future commission merchants ("FCMs"). FCMs have capital requirements intended to assure that they have sufficient capital to protect their customers in the event of any inadequacy in customer funds arising from the default of one or more customers, adverse market conditions, or for any other reason.
The credit risk relating to derivatives is detailed further in Note 3.
Liquidity Risk
Liquidity risk is the risk that the Company will not be able to meet its obligations as and when these fall due.
Liquidity risk is managed by the Investment Manager so as to ensure that the Company maintains sufficient working capital in cash or near cash form so as to be able to meet the Company's ongoing requirements as these are budgeted for.
Other Risks
The outbreak of the novel coronavirus in many countries has, among other things, disrupted global travel and supply chains, and adversely impacted global commercial activity, the transportation industry and commodity prices in the energy sector. The impact of this virus has negatively affected and may continue to affect the economies of many nations, individual companies and the global securities and commodities markets, including liquidity and volatility. The development and fluidity of this situation precludes any prediction as to its ultimate impact, which may have a continued adverse effect on global economic and market conditions. Such conditions (which may be across industries, sectors or geographies) have impacted and may continue to impact certain issuers of the securities held by the Company and in turn, may impact the financial performance of the Company.
The invasion of Ukraine is of concern and the Company has considered its potential impact on asset values, and while no direct impact has been identified, values are affected by its impact on the global economy.
The UN's latest Intergovernmental Panel on Climate Change (IPCC) report will be considered by the Board when undertaking Company related business.
Legal, tax and regulatory changes could occur during the term of the Company that may adversely affect the Company. The regulatory environment for alternative investment vehicles is evolving, and changes in the regulation of alternative investment vehicles may adversely affect the value of investments held by the Company or the ability of the Company to pursue its trading strategies.
The impact of these risks can have a substantial impact on the valuation and ultimately the realisation of assets.
Market disruptions associated with current geopolitical events have had a global impact, and uncertainty exists as to their implications. Such disruptions can potentially adversely affect the assets, and thus the performance, of the Company. The Board continues to monitor this situation.
NOTE 5 - SHARE CAPITAL
The Company's authorised share capital consists of:
10,000 Class A Shares authorised, of par value $1 each (which carry no voting rights); and, an unlimited number of shares of no par value which may, upon issue, be designated as Ordinary Shares, Extended Life Shares or New Global Shares and Subscription Shares (each of which carry voting rights) or Capital Distribution Shares.
The issued share capital of the Company consists of Ordinary Shares, Class A Shares and Extended Life Shares, all denominated in in US dollars, and New Global Shares denominated in Pounds Sterling. Shareholders of Ordinary Shares, Extended Life Shares and New Global Shares have the right to attend and vote at any general meeting of the Company. Class A shareholders do not have the right to attend and vote at a general meeting of the Company save where there are no other shares of the Company in issue.
The Class A Shares are held by Carey Trustees Limited (the "Trustee"), pursuant to a purpose trust established under Guernsey law. Under the terms of the NBDDIF Purpose Trust Deed, the Trustee holds the Class A Shares for the purpose of exercising the right to receive notice of general meetings of the Company but the Trustee shall only have the right to attend and vote at general meetings of the Company when there are no other shares of the Company in issue.
The original investment period expired on 10 June 2013 and a proposal was made to Ordinary Shareholders to extend the investment period by 21 months to 31 March 2015. A vote was held at a class meeting of shareholders on 8 April 2013 where the majority of shareholders voted in favour of the proposed extension.
Following this meeting and with the Ordinary Shareholders approval of the extension, a new class, the Extended Life Shares, was created and the Extended Life Shares were issued to 72% of initial Investors who elected to convert their Ordinary Shares to Extended Life Shares. The rest of investors remain invested on the basis of the existing investment period.
The New Global Share Class was created in March 2014 and its investment period ended on 31 March 2017.
As at 30 June 2022, the Company had the following number of shares in issue:
Issued and fully paid up |
30 June 2022 (unAUDITED) |
31 December 2021 (AUDITED) |
Class A Shares |
2 |
2 |
Ordinary Share Class of no par value (Nil in treasury; 2021: Nil) |
15,382,770 |
15,382,770 |
Extended Life Share Class of no par value (Nil in treasury; 2021: Nil) |
80,545,074 |
80,545,074 |
New Global Share Class of no par value (Nil in treasury; 2021: Nil) |
41,116,617 |
41,116,617 |
Reconciliation of the number of shares in issue in each class (excluding Class A) as at 30 June 2022:
(UNAUDITED) |
Ordinary Shares |
Extended Life Shares |
New Global Shares |
Total |
|
|
|
|
|
Balance as at 31 December 2021 |
15,382,770 |
80,545,074 |
41,116,617 |
137,044,461 |
Buybacks (Shares repurchased) |
- |
- |
- |
- |
Balance as at 30 June 2022 1 |
15,382,770 |
80,545,074 |
41,116,617 |
137,044,461 |
1 Balance of issued shares used to calculate NAV
Reconciliation of the number of shares in issue in each class (excluding Class A) as at 31 December 2021:
(AUDITED) |
Ordinary Shares |
Extended Life Shares |
New Global Shares |
Total |
|
|
|
|
|
Balance as at 31 December 2020
|
15,382,770 |
80,545,074 |
41,116,617 |
137,044,461 |
Buybacks (Shares repurchased) |
- |
- |
- |
- |
Balance as at 31 December 2021 1 |
15,382,770 |
80,545,074 |
41,116,617 |
137,044,461 |
1 Balance of issued shares used to calculate NAV
Distributions
There were no compulsory partial redemptions during the period ended 30 June 2022 and the year ended 31 December 2021
Buybacks
There were no shares repurchased and cancelled by the Company during the period from 1 January 2022 to 30 June 2022.
NOTE 6 - MATERIAL AGREEMENTS AND RELATED PARTY TRANSACTIONS
Investment Management Agreement ("IMA")
The Board is responsible for managing the business affairs of the Company but delegates certain functions to the Investment Manager under an IMA dated 9 June 2010 (as amended).
On 17 July 2014, the Company, the Manager and the AIFM made certain classificatory amendments to their contractual arrangements for the purposes of the AIFM Directive. The Sub-Investment Management Agreement was terminated on 17 July 2014 and Neuberger Berman Investment Advisers LLC (formerly Neuberger Berman Fixed Income LLC), which was the Sub-Investment Manager, was appointed as the AIFM per the amended and restated IMA dated 17 July 2014. Under this agreement, the AIFM is responsible for risk management and day-to-day discretionary management of the Company's Portfolios (including uninvested cash). The risk management and discretionary portfolio management functions are performed independently of each other within the AIFM structure. The AIFM is not required to, and generally will not, submit individual investment decisions for approval by the Board. The Manager, Neuberger Berman Europe Limited, was appointed under the same IMA to provide, amongst other things, certain administrative services to the Company. On 31 December 2017 the Company entered into an Amendment Agreement amending the IMA.
Per the IMA and in relation to the Ordinary Shares and Extended Life Shares, the Manager is entitled to a management fee, which shall accrue daily, and be payable monthly in arrears, at a rate of 0.125% per month of the respective NAVs of the Ordinary Share and Extended Life Share classes. Soft commissions are not used.
Per the IMA and in relation to the New Global Shares, the Manager was entitled to a management fee, which accrues daily, and is payable monthly in arrears, at a rate of 0.125% per month of the NAV of the New Global Share Class (excluding, until such time as the New Global Share Class is 85% invested, any cash balances (or cash equivalents)). The 85% threshold was crossed on 16 June 2015 and the Company is charged 0.125% per month on the NAV of the New Global Share Class.
Effective 18 March 2021, the Investment Manager had waived its entitlement to all fees from the Company.
Performance Fee
Effective 18 March 2021, the Investment Manager had waived its entitlement to a performance fee. The performance fee for Ordinary Shares, Extended Life Shares and New Global Shares (collectively the "Shares") only became payable once the Company had made aggregate distributions in cash to the shareholders of the Shares (which included the aggregate price of all Shares repurchased or redeemed by the Company) equal to the aggregate gross proceeds from issuing Shares (the "Contributed Capital") plus such amounts as resulted in the shareholders having received a realised (cash-paid) IRR in respect of the Contributed Capital equal to Preferred Return, following which there would be a 100% catch up payable to the Manager until the Manager had received 20% of all amounts in excess of Contributed Capital distributed to the shareholders and paid to the Manager as a performance fee with, thereafter, all amounts distributed by the Company 20:80 between the Manager's performance fee and the cash distributed to shareholders.
The preferred rate of return for Ordinary Shares was an annualised 6%, for Extended Life Shares was an annualised 6% from 2010 to April 2013 and was 8% from April 2013 to date and for New Global Shares was an annualised 8%. For the purposes of financial reporting, the performance fee was recognised on an accrual basis.
Soft commissions are not used to pay for services used by the Investment Manager.
Administration, Company Secretarial and Custody Agreements
Effective 1 March 2015, the Company entered into an Administration and Sub-Administration Agreement with U.S. Bank Global Fund Services (Guernsey) Limited and U.S. Bank Global Fund Services (Ireland) Limited, a wholly-owned subsidiary of U.S. Bancorp (the "Administration Agreement"). Under the terms of the Administration Agreement, Sub-Administration services are delegated to U.S. Bank Global Fund Services (Ireland) Limited (the "Sub-Administrator"). The Sub-Administration Service Level Agreement was amended and approved on 21 February 2018.
The Sub-Administrator is responsible for the day-to-day administration of the Company (including but not limited to the calculation and publication of the estimated daily NAV).
Administration, Company Secretarial and Custody Agreements (continued)
Under the terms of the Administration Agreement, the Sub-Administrator is entitled to a fee of 0.09% for the first $500m of net asset value, 0.08% for the next $500m and 0.07% for any remaining balance, accrued daily and paid monthly in arrears and subject to an annual minimum of $100,000.
Effective 28 February 2015, the Company entered into a Custody Agreement with U.S. Bank National Association (the "Custodian") to provide loan administration and custody services to the Company. Under the terms of the Custody Agreement the Custodian is entitled to an annual fee of 0.025% of net asset value with a minimum annual fee of $25,000.
Effective 20 June 2017, Carey Commercial Limited was appointed the Company Secretary. The Company Secretary is entitled to an annual fee of £65,800 plus fees for ad-hoc board meetings and additional services.
For the period ended 30 June 2022, the administration fee expense was $49,412 (30 June 2021: $51,252), the secretarial fee was $55,2411 of which $Nil1 was in relation to the administration of the ongoing buyback programme, (30 June 2021: $64,3171) and the loan administration and custody fee expense was $15,187 (30 June 2021: $22,852). At 30 June 2022, the administration fee payable is $8,5732 (31 December 2021: $8,4822), the secretarial fee payable is $34,2532 (31 December 2021: $28,9862) and the loan administration and custody fee payable is $8,2372 (31 December 2021: $11,0002).
Directors' Remuneration and Other Interests
The Directors are related parties and are remunerated for their services at a fee of $45,000 plus £10,000 each per annum ($60,000 plus £10,000 for the Chairman, $50,000 plus £10,000 for the Chairman of the Audit Committee). For the period ended 30 June 2022, the Directors' fees and travel expenses amounted to $97,9001 (30 June 2021: $96,724). Michael J. Holmberg, the non-independent Director, has waived the fees for his services as a Director. There were no other related interests for the period ended 30 June 2022.
1 Amount is included under Professional and other expenses in the Unaudited Consolidated Statement of Operations
2 Amounts are included under Accrued expenses and other liabilities in the Unaudited Consolidated Statement of Assets and Liabilities and Unaudited Consolidated Statement of Operations
The Company has not set any requirements or guidelines for Directors to own shares in the Company. The beneficial interests of the Directors and their connected persons in the Company's shares as at 30 June 2022 are shown in the table below (no change from prior year):
Director |
No. of Ordinary Shares |
No. of Extended Life Shares |
No. of New Global Shares |
Total No. of Shares |
John Hallam |
- |
73,753 |
49,450 |
123,203 |
Michael Holmberg |
- |
32,563 |
51,698 |
84,261 |
Christopher Legge |
- |
- |
- |
- |
Stephen Vakil |
- |
- |
26,974 |
26,974 |
NOTE 7 - FINANCIAL HIGHLIGHTS
|
Ordinary Shares |
Extended Life Shares |
New Global Shares |
Ordinary Shares |
Extended Life Shares |
New Global Shares |
|
|
($) |
($) |
(£) |
($) |
($) |
(£) |
|
Per share operating performance |
PERIOD ended 30 JUNE 2022 (UNAUDITED) |
PERIOD ended 30 JUNE 2022 (UNAUDITED) |
PERIOD ended 30 JUNE 2022 (UNAUDITED) |
YEAR ended 31 December 2021 (AUDITED) |
YEAR ended 31 December 2021 (AUDITED) |
YEAR ended 31 December 2021 (AUDITED) |
|
Net asset value per share at beginning of the period/year |
0.9028 |
0.9243 |
0.5785 |
0.8420 |
0.7889 |
0.5682 |
|
Impact of share buybacks |
- - |
- |
- |
- |
- |
- |
|
Impact of dividend distribution |
- - |
(0.0410) |
(0.0330) |
- |
- |
- |
|
I ncome/(loss) from investment operations 1 |
|
|
|
|
|
|
|
Net investment (loss)/income
|
(0.0029) |
0.0181 |
0.0145 |
(0.0113) |
0.0309 |
0.0265 |
|
Net realised and unrealised (loss)/gain from investments and foreign exchange
foreign exchange |
(0.0838) |
0.0273 |
0.0891 |
0.0721 |
0.1045 |
(0.0162) |
|
Income/ loss from investment operations |
(0.0867) |
0.0454 |
0.1036 |
0.0608 |
0.1354 |
0.0103 |
|
Net asset value per share at end of the period/year |
0.8161 |
0.9287 |
0.6491 |
0.9028 |
0.9243 |
0.5785 |
1 Weighted average number of shares outstanding was used for calculation.
|
Ordinary Shares |
Extended Life Shares |
New Global Shares |
Ordinary Shares |
Extended Life Shares |
New Global Shares |
|
|
($) |
($) |
(£) |
($) |
($) |
(£) |
|
NAV Total return 2, 3 |
PERIOD ended 30 JUNE 2022 (UNAUDITED) |
PERIOD ended 30 JUNE 2022 (UNAUDITED) |
PERIOD ended 30 JUNE 2022 (UNAUDITED) |
YEAR ended 31 December 2021 (AUDITED) |
YEAR ended 31 December 2021 (AUDITED) |
YEAR ended 31 December 2021 (AUDITED) |
|
NAV Total Return before performance fee |
(9.60%) |
0.48% |
12.20% |
7.22% |
17.16% |
1.81% |
|
Performance Fee |
- - |
- - |
- - |
- |
- |
- |
|
NAV Total Return after performance fee including an income distribution by way of dividend |
(9.60%) |
0.48% |
12.20% |
7.22% |
17.16% |
1.81% |
2 NAV Total Return is calculated for the Ordinary Shares, Extended Life Shares and New Global Shares only and is calculated based on movement in the NAV and does not reflect any movement in the market value of the shares. A shareholder's return may vary from these returns based on participation in new issues, the timing of capital transactions etc. It assumes that all income distributions of the Company, paid by way of dividend, were reinvested, without transaction costs. Class A shares are not presented as they are not profit participating shares.
3 An individual shareholder's return may vary from these returns based on the timing of the shareholder's subscriptions.
|
Ordinary Shares |
Extended Life Shares |
New Global Shares |
Ordinary Shares |
Extended Life Shares |
New Global Shares |
|||||||||
|
($) |
($) |
(£) |
($) |
($) |
(£) |
|||||||||
Ratio to average net assets |
PERIOD ended 30 JUNE 2022 (UNAUDITED) |
PERIOD ended 30 JUNE 2022 (UNAUDITED) |
PERIOD ended 30 JUNE 2022 (UNAUDITED) |
YEAR ended 31 December 2021 (AUDITED) |
YEAR ended 31 December 2021 (AUDITED) |
YEAR ended 31 December 2021 (AUDITED) |
|||||||||
Net investment (loss)/income before and after performance fees |
(0.68%) |
3.90% |
4.43% |
(1.25%) |
3.45% |
4.51% |
|
||||||||
Total expenses and performance fee |
(0.96%) |
(1.01%) |
(1.34%) |
(1.52%) |
(1.35%) |
(1.64%) |
|
NOTE 8 - RECONCILIATION OF NET ASSET VALUE TO PUBLISHED NAV
In preparing the Financial Statements, there were adjustments relating to investment valuations. The impact of these adjustments on the NAV per Ordinary Share, Extended Life Share and New Global Share is detailed below:
|
Ordinary Share Class Net Assets ($) |
Ordinary Share Class NAV per Share ($) |
Extended Life Share Class Net Assets ($) |
Extended Life Share Class NAV per Share ($) |
New Global Share Class Net Assets (£) |
New Global Share Class NAV per Share (£) |
Published net assets as at 30 June 2022 |
12,765,486 |
0.8299 |
74,312,369 |
0.9226 |
26,689,818 |
0.6491 |
Deferred Tax adjustment |
- |
- |
- |
- |
- |
- |
Valuation adjustments |
(210,866) |
(0.0138) |
493,130 |
0.0061 |
- |
- |
Net assets per Unaudited Consolidated Financial Statements |
12,554,620 |
0.8161 |
74,805,499 |
0.9287 |
26,689,818 |
0.6491 |
NOTE 9 - SUBSEQUENT EVENTS
On 25 August 2022 the Board declared income distributions relating to the calendar year 2021 of $0.031 per Extended Life share and £0.025 per New Global share (collectively the "Share Classes"), to be payable on 7 October 2022 to shareholders on the register of the respective Share Classes as at the close of business on 8 September 2022.
The Directors have evaluated subsequent events up to 25 August 2022, which is the date that the Financial Statements were available to be issued. There are no further items that require disclosure or adjustment to Financial Statements.
ADDITIONAL INFORMATION | Contact Details |
Contact Details
Directors
John Hallam (Chairman)
Michael Holmberg
Christopher Legge
Stephen Vakil
All c/o the Company's registered office.
Registered Office
1st & 2nd Floors, Elizabeth House
Les Ruettes Brayes
St Peter Port
Guernsey
GY1 1EW
Company Secretary
Carey Commercial Limited
Alternative Investment Fund Manager
Neuberger Berman Investment Advisers LLC
Manager
Neuberger Berman Europe Limited
Custodian and Principal Bankers
US Bank National Association
Designated Administrator
U.S. Bank Global Fund Services (Guernsey) Limited
Independent Auditor
KPMG Channel Islands Limited
Sub-Administrator
U.S. Bank Global Fund Services (Ireland) Limited
Financial Adviser and Corporate Broker
Jefferies International Limited
Solicitors to the Company (as to English law and U.S. securities law)
Herbert Smith Freehills LLP
Advocates to the Company (as to Guernsey law)
Carey Olsen
Registrar
Link Market Services (Guernsey) Limited
UK Transfer Agent
Link Group
Central Square
29 Wellington Street
Leeds
LS1 4DL
United Kingdom
Shareholders holding shares directly and not through a broker, saving scheme or ISA and have queries in relation to their shareholdings should contact the Registrar on +44 (0)371 664 0445. (Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Lines are open between 9 a.m. to 5:30 p.m. (excluding bank holidays)). Shareholders can also access their details via the Registrar's website:
Full contact details of the Company's advisers and Manager can be found on the Company's website.