Half Year Results 2012

RNS Number : 2526M
Greenwich Loan Income Fund Ltd
14 September 2012
 



 

 

 

 

Greenwich Loan Income Fund Limited

 

Interim Results 2012

 

 

14 September 2012

 

Greenwich Loan Income Fund Limited ("GLIF" or the "Company"), a closed-ended Guernsey exempt investment company, investing principally in corporate loans across multiple sectors, today announces its unaudited results for the six months ended 30 June 2012.

 

Financial highlights

·      Net asset value at 30 June 2012 of 47.9p per share (31 Dec 2011:48.3p per share)

·      Invested assets with a fair value of £190.1m (31 Dec 2011:£193.3m) and cash of £17.4m (31 Dec 2011: £23.7m), of which £11.1m of cash is within the CLO structure

·      Further narrowing of NAV discount to 0.3% (31 Dec 2011: 11.5%)

·      Total shareholder return during the period of 17.1%

·      Dividends declared of 2.3p per share for the 6 month period to 30 June 2012

·      Revenue received rose to £7.4m from £6.0m in comparable period in 2011, whilst operating expenses fell from £4.4m to £3.1m

 

Market and Outlook

·      Continued strengthening of middle-market corporate loan market during the period

·      Improving primary market with growing number of opportunistic refinancing and dividend recapitalizations, as well as lower yielding and more leveraged new issuances  

·      Increased volume of trades executed above par in the secondary market

·      Post period end, further strengthening of CLO market resulting in yields tightening in both CLO BB and equity markets

·      Full benefit of reduction of management fees expected in the second half, leading to anticipated increased net revenue

·      Active discussions ongoing regarding opportunities to augment and diversify the loan portfolio

·      Positive outlook with environment remaining conducive to Company's investment strategy

 

Commenting, Patrick Firth, Chairman of GLIF, said:

 

"We're delighted that the core portfolio has once again generated strong revenues during the period, underpinning the Company's dividend and supporting a positive share price performance. The macro economic backdrop continues to provide the Company with attractive investment opportunities and we enter the second half of the year confident that we can continue to provide a good level of income and assured level of capital for our shareholders."

 

 

 

For further information, please contact:

 

Geoffrey Miller

Greenwich Loan Income Fund Limited

+1 203 916 0003

+44 7408 830719

 

Patrick Conroy

Greenwich Loan Income Fund Limited

+1 203 983 5282

 

Investec Bank plc

Tim Mitchell

Jeremy Ellis     

+44 (0) 207 597 5970

 

Ed Gascoigne Pees

FTI Consulting

+44 (0) 207 269 7132

 

 



Greenwich Loan Income Fund Limited

For the six month period ended 30 June 2012

 

CHAIRMAN'S STATEMENT

 

I am pleased to report the results of Greenwich Loan Income Fund Limited ("GLIF" or the "Company") for the six-month period ended 30 June 2012.

 

During the period the Company delivered a stable performance, which has helped underpin a strong performance in the Company's share price. The Board continues to explore ways to deliver further value to shareholders, whilst the underlying assets continue to generate strong revenues, underpinning the Company's dividend. With the availability of credit likely to remain a challenge globally for some years to come, GLIF is well placed to take advantage of this favourable macro economic backdrop for its strategy of investment in a broad portfolio of loans, both directly and indirectly.

 

With the share price discount to the Company's Net Asset Value ("NAV") falling from 11.5% at the beginning of the year to 0.3% by the end of June, the total shareholder return in the first half of 2012 was 17.1%. In NAV terms the performance was less dramatic, with the NAV virtually unchanged at 47.9p versus 48.3p at the beginning of the year, the total return on the NAV for the first half was 3.9%.

 

The more stable NAV is indicative of the Company's delivery of its objective, to produce a stable and predictable dividend yield, with long term preservation of Net Asset Value.

 

The Company will continue to seek opportunities to augment this return through value-accretive transactions, as it remains important in turbulent times to seek to diversify the asset base of the loan portfolio. Active discussions are ongoing regarding this process.

 

However the core of the portfolio remains T2 CLO I Ltd ("the CLO") and the performance remains strong. The income generated from the portfolio over the past six months has been US$6.8m, equivalent to an annualised 23% return on the original US$59.8m invested in the CLO. In addition, the capital value of the monies invested in the CLO has remained robust. The market value of the loans plus cash within the CLO, less the par value of the US$248.9m of debt, was US$50.3m at 30 June 2012, and its face value US$62.4m. In addition there were two equity holdings independently valued at a total of US$3.4m.

 

The second half of 2012 will be the first period in which the full benefit of the reduction in management fees is felt, and this is anticipated to increase our net revenue once again.

 

Financials

As of 30 June 2012, GLIF had invested assets with a fair value of £190.1m, and cash of £17.4m (including £11.1m within the CLO structure). Against this the CLO had debt with a fair value of £137.8m. The CLO portfolio is comprised of variable rate investments and, on a weighted average basis, carried a spread of 533 basis points over LIBOR.

 

For the six-month period ended 30 June 2012, GLIF received interest income, dividends and other income totaling £7.4m, compared to £6.0m for the comparable period in 2011 and £12.2m for the year ended 31 December 2011. Operating expenses fell from £4.4m for the comparable period in 2011 to £3.1m in the first six months of 2012. Finance costs also fell, from £1.3m in the six months to June 2011 to £1.2m in the six months to June 2012.

 

The overall movement in the value of financial assets and liabilities and in foreign exchange for the Group was a £5.3m reduction for the six month period ended June 2012, compared to a fall of £1.2m in the same period in 2011. The Company's published NAV includes the £3.0m by which the Company's total income exceeded operating expenses and finance costs, and has been further boosted as it does not include the £2.5m fall in value, at Group level, due to the increase in the fair value of the CLO loan notes, therefore it was broadly comparable to its level at 31 December 2011.

 

Despite a flat NAV over the period, the accrual of remuneration payable to the Executive Director, increased from £336,292 to £563,636 as this is calculated on total shareholder return, rather than NAV performance. It is calculated as 10% of the total shareholder return in excess of a 12% compound return from the inception of the agreement. The amount paid out is capped at 0.3% of NAV, and thus the move to the new NAV basis will reduce the amount actually paid under the service contract.

 

The other value that we have calculated in order to provide further clarity as to the dynamics within the value of the Company is the value based upon CLO assets as calculated for interest diversion purposes, other assets at market value, and liabilities at par was 52.9p per share as at 30 June 2012, compared to 56.8p at year-end.

 



Greenwich Loan Income Fund Limited

For the six month period ended 30 June 2012

 

CHAIRMAN'S STATEMENT (continued)

 

Market Commentary

Within the context of a strengthening middle-market corporate loan market throughout 2012, we saw a slight pullback during the second quarter. During the past month, this market has tightened more considerably. On the demand side, we attribute this strength to moderate inflows into loan mutual funds and ETFs, as well as to strong recent CLO issuance. At the same time, the decline of loans held in inventory at broker-dealers has reduced the supply of readily available loans in the market. Strength in the primary market has resulted in an increased number of opportunistic refinancings and dividend recapitalizations, as well as lower-yielding and more leveraged new issuances. The secondary market, which has also strengthened since 2011, has seen a relatively high number of trades executed above par. Although the middle-market corporate loan market has recently strengthened, we believe that this market has and continues to represent an attractive area for investment.

 

The CLO BB market demonstrated some volatility throughout the first half of 2012 but ended the period on a slightly stronger note, with junior-most debt tranches trading at discount margins of 1,050 - 1,200 (Source: Citibank structured credit trading desk run dated 27 June 2012). During the first half of 2012, CLO equity also demonstrated strong performance, trading at estimated yields of 17.0% - 20.0% and generating strong cash-on-cash returns, averaging over 30.0% (Source: RBS June 2012 CLO Report dated 8 June 2012). During the past month, a strengthening CLO market has resulted in yields tightening in both the CLO BB and equity markets.

 

As our portfolio is primarily dollar-denominated, currency movements had a small negative impact on the reported results for the six-month period of just over 1%. On 31 December 2011, the US dollar stood at US$1.55 to the pound but by 30 June 2012 the US dollar had weakened to US$1.57 to the pound. However, it remains the Board's view that at current US$/£ exchange rate levels the risk and reward balance associated with hedging our position is unattractive for the Company.

 

Outlook

The first half of the year has been a positive one for GLIF and for its asset class. The environment remains conducive to the Company's strategy and the Board of GLIF believes that the Company is well placed to benefit. We will continue to seek value accretion for shareholders and to make progress towards the goal of GLIF becoming accepted by a wider range of investors as an investment vehicle to provide a good level of income and an assured level of capital.

 

 

 

 

 

 

 

 

Patrick Firth

Non-Executive Chairman

12 September 2012



Greenwich Loan Income Fund Limited

For the six month period ended 30 June 2012

UNAUDITED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

 





Unaudited

 

Unaudited


Audited





Period to

 

Period to


Year to





30 June 2012


30 June 2011


31 December 2011



Notes


GBP


GBP


GBP

Revenue


2







- Interest income on fair value through profit or loss assets




6,214,178


5,300,357


10,934,279

Dividends received




1,209,338


564,857


484,706





7,423,516


5,865,214


11,418,985

Investment Income









Net (loss)/gain on financial assets and liabilities at fair value through profit or loss









- Realised


6


(1,546,239)


(237,602)


57,392

- Net movement in unrealised


6&7


(12,593,514)


(4,626,535)


(1,109,389)





(14,139,753)


(4,864,137)


(1,051,997)

Net gain on financial assets and liabilities at amortised cost









- Realised


6


-


1,489,252


1,489,252

- Net movement in unrealised foreign currency loss


6


-


(116,499)


(116,499)





-


1,372,753


1,372,753










Other income




5,294


168,340


800,930

(Loss)/gain on foreign currency transactions


2


(66,160)


82,050


(198,610)










Total (Deficit)/Income




(6,777,103)


2,624,220


12,342,061










Expenses









Management fees


4


1,583,840


2,045,198


4,002,524

Administration and secretarial fees


4


70,923


92,753


181,655

Custodian fees


4


7,500


11,079


18,600

Legal and professional fees




155,142


261,440


273,156

Directors' remuneration


4


45,000


44,532


85,659

Directors' and officers' insurance




30,985


30,544


62,482

Audit fees




22,377


28,307


47,000

Executive Director's remuneration


4


523,436


39,465


444,295

Other expenses


4


680,693


1,840,743


1,638,409

Operating expenses before finance costs




3,119,896


4,394,061


6,753,780










Net (deficit)/profit from operations before finance costs




(9,896,999)


(1,769,841)


5,588,281

- Finance costs


2


(1,238,342)


(1,302,939)


(2,363,289)

(Deficit)/profit for the period/year after finance costs




(11,135,341)


(3,072,780)


3,224,992










Other comprehensive income









Foreign exchange on consolidation




8,895,010


2,172,500


681,013










Total comprehensive (deficit)/income for the period/year




(2,240,331)


(900,280)


3,906,005










Basic (deficit)/earnings per Ordinary Share (p)


5


(11.29)p


(3.18)p


3.30p

Diluted (deficit)/earnings per Ordinary Share(p)


5


(11.29)p


(3.18)p


3.30p

 

All of the (deficit)/profit for the current and prior period/year are attributable to the equity holders of the parent.

The accompanying notes form an integral part of these financial statements.



Greenwich Loan Income Fund Limited

For the six month period ended 30 June 2012

UNAUDITED COMPANY STATEMENT OF COMPREHENSIVE INCOME

 





Unaudited

 

Unaudited


Audited





Period to

 

Period to


Year to





30 June 2012


30 June 2011


31 December 2011



Notes


GBP


GBP


GBP

Revenue


2







- Interest income on fair value through profit or loss assets




2,150,698


6,509,682


7,408,074

Dividends received




4,088,658


7,098,909


8,606,597





6,239,356


10,608,590


16,014,671

Investment Income









Net gain/(loss) on financial assets and liabilities at fair value through profit or loss









- Realised


6


-


209,765


279,411

- Net movement in unrealised


6&7


(26,208,003)


(8,504,224)


(6,262,373)





(26,208,003)


(8,294,459)


(5,982,962)

Net gain/(loss) on financial assets and liabilities at amortised cost









- Realised


6


-


1,489,252


1,489,252

- Net movement in unrealised foreign currency loss


6


-


(116,499)


(116,499)





-


1,372,753


1,372,753










Other income




3,019


76,741


78,283

(Loss)/gain on foreign currency transactions


2


(38,197)


(33,784)


67,361










Total (Deficit)/Income




(20,003,825)


3,729,841


11,550,106










Expenses









Management fees


4


1,583,840


2,045,198


4,002,524

Administration and secretarial fees


4


54,676


63,707


127,129

Custodian fees


4


7,500


11,079


18,600

Legal and professional fees




155,143


261,440


273,156

Directors' remuneration


4


45,000


44,532


85,659

Directors' and officers' insurance




30,985


30,544


62,482

Audit fees




22,377


28,307


47,000

Executive Director's remuneration


4


523,436


39,465


444,295

Other expenses


4


242,141


498,388


775,794

Operating expenses before finance costs




2,665,098


3,022,660


5,836,639










Net (deficit)/profit from operations before finance costs




(22,668,923)


707,181


5,713,467

- Finance costs


2


(242,264)


(502,508)


(702,508)

(Deficit)/profit for the period/year after finance costs




(22,911,187)


204,673


5,010,959










Total comprehensive (deficit)/income for the period/year




(22,911,187)


204,673


5,010,959










Basic (deficit)/earnings per Ordinary Share (p)


5


(23.23)p


0.21p


5.13p

Diluted (deficit)/earnings per Ordinary Share (p)


5


(23.23)p


0.21p


5.13p

 

 

All of the (deficit)/profit for the current and prior period/year are attributable to the equity holders of the parent.

The accompanying notes form an integral part of these financial statements.



Greenwich Loan Income Fund Limited

As at 30 June 2012

 

UNAUDITED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

 





Unaudited


Unaudited


Audited





30 June 2012


30 June 2011


31 December 2011



Notes


GBP


GBP


GBP

ASSETS









Non-current assets









Financial assets at fair value through profit or loss


 

6


 

190,064,060


171,997,903


193,264,197





190,064,060


171,997,903


193,264,197

Current assets









Note receivable




-


126,397


-

Trade and other receivables


8


646,558


3,469,054


944,699

Cash and cash equivalents


9


17,368,355


26,992,252


23,703,514





18,014,913


30,587,703


24,648,213










Total assets




208,078,973


202,585,606


217,912,410










EQUITY









Capital and reserves attributable to the Group's equity holders









Share premium


11


19,289,035


19,289,035


19,289,035

Distributable reserve




34,802,740


34,802,740


34,802,740

Foreign exchange reserve




7,984,102


580,579


(910,908)

Retained earnings




5,842,716


14,921,530


19,246,630

Total equity




67,918,593


69,593,884


72,427,497










LIABILITIES









Non-current liabilities









Loan notes at fair value through profit or loss


10


137,774,505


132,390,947


135,309,055










Current liabilities









Trade and other payables


10


2,385,875


600,775


10,175,858










Total liabilities




140,160,380


132,991,722


145,484,913










Total equity and liabilities




208,078,973


202,585,606


217,912,410










Net Asset Value per Ordinary Share (p)


12


68.86p


70.56p


73.43p

 

 

 

 

 

 

The accompanying notes form an integral part of these financial statements.

 

 



Greenwich Loan Income Fund Limited

As at 30 June 2012

 

UNAUDITED COMPANY STATEMENT OF FINANCIAL POSITION

 





Unaudited


Unaudited


Audited





30 June 2012


30 June 2011


31 December 2011



Notes


GBP


GBP


GBP

ASSETS









Non-current assets









Financial assets at fair value through profit or loss


6


 

7,512,673


3,915,806


9,209,927

Investment in subsidiaries


7


37,377,853


59,857,982


61,888,602





44,890,526


63,773,788


71,098,529

Current assets









Note receivable


8


-


126,397


-

Trade and other receivables


8


22,590


2,566,634


67,876

Cash and cash equivalents


9


3,109,242


3,295,022


1,755,529





3,131,832


5,988,053


1,823,405










Total assets




48,022,358


69,761,841


72,921,934










EQUITY









Capital and reserves attributable to the Company's equity holders









Share premium


11


19,289,035


19,289,035


19,289,035

Distributable reserve




34,802,740


34,802,740


34,802,740

Retained earnings




(6,844,038)


15,502,108


18,335,722

Total equity




47,247,737


69,593,883


72,427,497










LIABILITIES









Current liabilities









Trade and other payables


10


774,621


167,958


494,437










Total liabilities




774,621


167,958


494,437










Total equity and liabilities




48,022,358


69,761,841


72,921,934










Net Asset Value per Ordinary Share (p)




47.90p


70.56p


73.43p

 

 

 

 

 

 

The accompanying notes form an integral part of these financial statements.



Greenwich Loan Income Fund Limited

For the six month period ended 30 June 2012

 

UNAUDITED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

 

 


Share Capital


Share Premium


Distributable  Reserve


Foreign Exchange Reserve


Retained Earnings****


Total Equity


GBP


GBP


GBP


GBP


GBP


GBP








 





Balance at 31 December 2010

-


16,087,290


34,802,740


(1,591,921)


19,853,646


69,151,755








 





Net proceeds from Ordinary Shares issued

-


3,201,745


-


-


-


3,201,745

Dividends paid***

-


-


-


-


(1,859,336)


(1,859,336)

Transactions with owners

-


3,201,745


-


-


(1,859,336)


1,342,409








 





Loss for the period

-


-


-


-


(3,072,780)


(3,072,780)

Other comprehensive income:







 





Foreign exchange on consolidation

-


-


-


2,172,500


-


2,172,500

Total comprehensive income/ (deficit) for the period

-


-


-


2,172,500


(3,072,780)


(900,280)








 





Balance at 30 June 2011

-


19,289,035


34,802,740


580,579


14,921,530


69,593,884








 





Dividends paid**

-


-


-


-


(1,972,672)


(1,972,672)

Transactions with owners

-


-


-


-


(1,972,672)


(1,972,672)








 





Profit for the period

-


-


-


-


6,297,772


6,297,772

Other comprehensive income:







 





Foreign exchange on consolidation

-


-


-


(1,491,487)


-


(1,491,487)

Total comprehensive (deficit)/ income for the period

-


-


-


(1,491,487)


6,297,772


4,806,285








 





Balance at 31 December 2011

-


19,289,035


34,802,740


(910,908)


19,246,630


72,427,497








 





Dividends paid*

-


-


-


-


(2,268,573)


(2,268,573)

Transactions with owners

-


-


-


-


(2,268,573)


(2,268,573)








 





Deficit for the period

-


-


-


-


(11,135,341)


(11,135,341)

Other comprehensive income:







 





Foreign exchange on consolidation

-


-


-


8,895,010


-


8,895,010

Total comprehensive income/ (deficit) for the period

-


-


-


8,895,010


(11,135,341)


(2,240,331)








 





Balance at 30 June 2012

-


19,289,035


34,802,740


7,984,102


5,842,716


67,918,593

 

 

*During the period ended 30 June 2012 the Company made two dividend payments. 

**During the year ended 31 December 2011 the Company made four dividend payments. 

***During the period ended 30 June 2011 the Company made two dividend payments. 

****Distributable reserves

 

The accompanying notes form an integral part of these financial statements.

 



Greenwich Loan Income Fund Limited

For the six month period ended 30 June 2012

 

UNAUDITED COMPANY STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

 

 


Share Capital


Share Premium


Distributable  Reserve


Retained Earnings****


Total Equity


GBP


GBP


GBP


GBP


GBP











Balance at 31 December 2010

-


16,087,290


34,802,740


17,156,771


68,046,801











Net proceeds from Ordinary Shares issued

-


3,201,745


-


-


3,201,745

Dividends paid***

-


-


-


(1,859,336)


(1,859,336)

Transactions with owners

-


3,201,745


-


(1,859,336)


1,342,409











Profit for the period

-


-


-


204,673


204,673

Total comprehensive income for the period

-


-


-


204,673


204,673











Balance at 30 June 2011

-


19,289,035


34,802,740


15,502,108


69,593,883











Dividends paid**

-


-


-


(1,972,672)


(1,972,672)

Transactions with owners

-


-


-


(1,972,672)


(1,972,672)











Profit for the period

-


-


-


4,806,286


4,806,286

Total comprehensive income for the period

-


-


-


4,806,286


4,806,286











Balance at 31 December 2011

-


19,289,035


34,802,740


18,335,722


72,427,497











Dividends paid*

-


-


-


(2,268,573)


(2,268,573)

Transactions with owners

-


-


-


(2,268,573)


(2,268,573)











Deficit for the period

-


-


-


(22,911,187)


(22,911,187)

Total comprehensive deficit for the period

-


-


-


(22,911,187)


(22,911,187)











Balance at 30 June 2012

-


19,289,035


34,802,740


(6,844,038)


47,247,737

 

 

*During the period ended 30 June 2012 the Company made two dividend payments. 

**During the year ended 31 December 2011 the Company made four dividend payments. 

***During the period ended 30 June 2011 the Company made two dividend payments. 

****Distributable reserves

 

 

 

The accompanying notes form an integral part of these financial statements.



Greenwich Loan Income Fund Limited

For the six month period ended 30 June 2012

 

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS





Unaudited

 

Unaudited


Audited





30 June 2012


30 June 2011


31 December2011



Notes


GBP


GBP


GBP

Cash flows from/(used in) operating activities









Cash generated from/(used in) operations


13


3,522,658


(298,772)


3,165,618

Purchase of investments




(70,839,905)


(79,107,802)


(128,186,141)

Sale of investments




13,344,495


21,503,713


14,809,435

Principal received


6


41,011,156


47,912,999


100,396,647

Net cash outflow from operating activities




(12,961,596)


(9,989,862)


(9,814,441)










Cash flows from/(used in) financing activities









Bank loan received




-


12,000,000


12,000,000

Bank loan repaid




-


(12,000,000)


(12,000,000)

Dividends paid




(2,268,573)


(1,859,336)


(3,832,008)

Net cash outflow from financing activities




(2,268,573)


(1,859,336)


(3,832,008)










Net decrease in cash and cash equivalents




(15,230,169)


(11,849,198)


(13,646,449)










Cash and cash equivalents at beginning of period/year




23,703,514


36,668,950


36,668,950










Effect of foreign exchange rate changes during the period/year




8,895,010


2,172,500


681,013










Cash and cash equivalents at end of period/year


9


17,368,355


26,992,252


23,703,514

 

UNAUDITED COMPANY STATEMENTS OF CASH FLOWS





Unaudited

 

Unaudited


Audited





30 June 2012


30 June 2011


31 December 2011



Notes


GBP


GBP


GBP

Cash flows from/(used in) operating activities









Cash generated from operations


13


3,622,286


6,436,596


8,838,021

Purchase of investments




-


(9,578,229)


(13,358,301)

Sale of investments




-


492,170


2,047,999

Principal received


6


-


1,582,845


1,838,842

Net cash inflow/(outflow) from operating activities




3,622,286


(1,066,618)


(633,439)










Cash flows from/(used in) financing activities









Bank loan received




-


12,000,000


12,000,000

Bank loan repaid




-


(12,000,000)


(12,000,000)

Dividends paid




(2,268,573)


(1,859,336)


(3,832,008)

Net cash outflow from financing activities




(2,268,573)


(1,859,336)


(3,832,008)










Net increase/(decrease) in cash and cash equivalents




1,353,713


(2,925,954)


(4,465,447)










Cash and cash equivalents at beginning of period/year




1,755,529


6,220,976


6,220,976










Effect of foreign exchange rate changes during the period/year




-


-


-










Cash and cash equivalents at end of period/year


9


3,109,242


3,295,022


1,755,529

 

 

The accompanying notes form an integral part of these financial statements.

 



Greenwich Loan Income Fund Limited

NOTES TO THE FINANCIAL STATEMENTS

For the six month period ended 30 June 2012

 

1.      GENERAL INFORMATION

Greenwich Loan Income Fund Limited (the "Company") was incorporated and domiciled in Guernsey, Channel Islands, as a company limited by shares and with limited liability on 9 June 2005 in accordance with The Companies (Guernsey) Law, 1994 (since superseded by The Companies (Guernsey) Law, 2008).  The address of the registered office is P.O. Box 296, Sarnia House, Le Truchot, St Peter Port, Guernsey, GY1 4NA. The Company is a Guernsey Authorised Closed-ended Investment Scheme and is subject to the Authorised Closed-ended Investment Scheme Rules 2008. The Company was admitted to the AIM market of the London Stock Exchange on 5 August 2005.

 

The Company is an investment company, and its investment policies and strategies are managed by an outside investment manager, T2 Advisers, LLC ("T2 Advisers" or the "Investment Manager"), a registered investment adviser in the United States, under the terms of an investment manager agreement.   T2 Advisers is also the collateral manager for T2 CLO.

 

On 26 October 2009, the Company received approval from shareholders and the Guernsey authorities to change its name from T2 Income Fund Limited to Greenwich Loan Income Fund Limited.

 

A Cayman Islands registered company, T2 CLO, was created on 11 October 2006.  The Company owns the residual economic interest of T2 and therefore the operating results of T2 CLO are consolidated in these financial statements. On 31 January 2011, the Company acquired a wholly owned subsidiary, Asset Management Investment Company plc and the operating results are consolidated in these financial statements. Subsequent to this transaction Asset Management Investment Company plc changed its name to Asset Management Investment Company Limited ("AMIC"). As a result of this acquisition 11,333,610 new Ordinary Shares in the Company were issued. These additional new Ordinary Shares were admitted to the AIM market of the London Stock Exchange on 1 February 2011.

 

On 1 February 2011, the Company's 11,333,610 new Ordinary Shares and the 87,300,000 existing Ordinary Shares were admitted to trading on the Official List of the Channel Island Stock Exchange ("CISX").

 

The Group is comprised of the Company, T2 CLO and AMIC.

 

Investing Policy

The full investment policy is disclosed on pages 5 and 6.

 

2.      ACCOUNTING POLICIES

 

(a)    Basis of preparation

The interim financial information as at and for the six month periods ended 30 June 2012 and 30 June 2011 is unaudited and does not constitute statutory accounts for the purposes of the Companies (Guernsey) Law, 2008.  The figures for the year ended 31 December 2011 have been extracted from the statutory annual financial statements.  The auditors' report on those annual financial statements was unmodified.  The Group has chosen to prepare full Consolidated and Company interim financial statements (the "financial statements").  The accounting policies adopted are consistent with those of the annual Consolidated and Company financial statements for the year ended 31 December 2011, as described in those financial statements.

 

The Consolidated and Company financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS"), as adopted by the European Union, and all applicable requirements of Guernsey Company Law.  The financial statements have been prepared under the historical cost convention, apart from the inclusion of non-current asset investments, foreign currency derivatives and non-current liabilities at fair value through profit or loss.  The principal accounting policies of the Group and Company have remained unchanged from the previous year and are set out below. Comparative information in the primary statements is given for the period ended 30 June 2011 and year ended 31 December 2011. The Board does not consider it necessary to provide full comparative information for the period ended 30 June 2011 in the notes to these financial statements.

 

(b)    Basis of consolidation

The financial statements comprise the financial statements of Greenwich Loan Income Fund Limited and its subsidiaries, T2 CLO and AMIC.  Subsidiaries are all entities for which the Company has exercises control or owns greater than 50 per cent of the residual economic interest. Through the ownership of the income notes of the T2 CLO the Company has ownership of the residual economic interest of T2 CLO. The Company obtains and exercises control of the AMIC subsidiary through ownership of 100% of AMIC's equity shares.  Subsidiaries are fully consolidated from the date on which control is transferred to the Company. They are deconsolidated from the date that control ceases. Profit or loss and other comprehensive income of subsidiaries acquired or disposed of during the period/year are recognised from the effective date of acquisition, or up to the effective date of disposal, as applicable. Intercompany transactions, balances and unrealised gains on transactions between group companies are eliminated in full on consolidation.

 

The Company carries its investment in AMIC at fair value through profit or loss, based upon the fair value of the assets and liabilities held by the AMIC. 

 



Greenwich Loan Income Fund Limited

NOTES TO THE FINANCIAL STATEMENTS (continued)

For the six month period ended 30 June 2012

 

2.      ACCOUNTING POLICIES (continued)

 

(b)    Basis of consolidation (continued)

Until 31 December 2011,the Company carried its investment in the T2 CLO at fair value through profit or loss, based upon the fair value of the assets and liabilities held by the T2 CLO, which the Directors considered to be indicative of fair value for financial reporting purposes. However, the disparity between the Company's NAV per Ordinary Share, as determined under IFRS, and share price was acknowledged by the Directors and in their opinion reflected significant dislocations in the global credit markets, practical limitations on the Company's ability to realise the discount reflected in the fair value of the CLO loan notes and disparity between the valuations of portfolio investments and the likely sales price of such investments.

 

As disclosed in the last annual financial statements, with effect from 1 January 2012, the Board decided that the T2 CLO equity would be accounted for in the Statement of Financial Position of the Company as a discrete investment and it is held at its discrete fair value, rather than as previously at its consolidated value based on the fair value of the aggregated underlying assets and liabilities. The Board believes this provides investors with a better guide to the fair value of the assets held, were they not to be held to maturity.

 

(c)    Business combination

The Group applies the acquisition method in accounting for business combinations. The consideration transferred by the Group to obtain control of a subsidiary is calculated as the sum of the acquisition-date fair values of assets transferred, liabilities incurred and the equity interests issued by the Group, which includes the fair value of any asset or liability arising from a contingent consideration arrangement. Acquisition costs are expensed as incurred.

 

The Group recognises identifiable assets acquired and liabilities assumed in a business combination regardless of whether they have been previously recognised in the acquiree's financial statements prior to the acquisition. Assets acquired and liabilities assumed are generally measured at their acquisition-date fair values.

 

(d)    Foreign currency translation

(i)    Functional and presentation currency

The financial statements of the Company and the Group are presented in the currency of the primary economic environment in which the Company and the Group operates (its functional currency). The Directors have considered the primary economic currency of the Company and considered the currency in which the original finance was raised, distributions made, and ultimately what currency would be returned if the Company was wound up.  The Directors have also considered the currency to which the underlying investments are exposed.  On balance, the Directors believe Sterling best represents the functional currency of the Company and the AMIC subsidiary, with US Dollars the functional currency of the T2 CLO subsidiary.  Therefore the books and records are maintained in Sterling and US Dollars respectively and for the purpose of the financial statements the results and financial position of the Group are presented in Sterling, which is the presentation currency of the Group.

 

(ii)    Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the Consolidated Income Statement.

 

Non-monetary items measured at historical cost are translated using the exchange rates at the date of the transaction (not retranslated). Non-monetary items measured at fair value are translated using the exchange rates at the date when fair value was determined.

 

Translation differences on non-monetary items are reported as part of the fair value gain or loss reported in the Consolidated Income Statement.

 

(iii)    Subsidiary companies

The results and financial position of the subsidiary entity that has a functional currency different to the presentation currency is translated into the presentation currency as follows:

 

1.         assets and liabilities of the Consolidated Statement of Financial Position presented are translated at the closing rate at the date of the period/year end;

2.         income and expenses for the Consolidated Income Statement are translated at average exchange rates for the period/year (unless this average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the dates of the transactions); and

3.         all resulting exchange differences are recognised in other comprehensive income and accumulated as a separate component of equity.

 



Greenwich Loan Income Fund Limited

NOTES TO THE FINANCIAL STATEMENTS (continued)

For the six month period ended 30 June 2012

 

2.      ACCOUNTING POLICIES (continued)

 

(e)    Revenue recognition

Revenue is recognised as follows:

 

-       Other income - relates to interest income received and bargain purchase gains on the acquisition of AMIC.  Interest income is recognised on a time-proportionate basis using the effective interest method and includes interest income from cash and cash equivalents. Bargain purchase gains represent the excess of the fair values of the assets received and liabilities assumed over the consideration paid in acquiring a subsidiary.

-       Dividend income - dividend income is recognised when the right to receive payment is established.

-       Interest income on fair value through profit or loss assets - interest income on fair value through profit or loss assets is recognised on a time-proportionate basis using the effective interest method.

 

(f)     Expenditure

All expenses are accounted for on an accruals basis.  The management fees, administration fees, finance costs and all other expenses (excluding set up expenses which were offset against share premium) are charged through the Consolidated Income Statement. 

 

(g)    Taxation

The Company is exempt from Guernsey taxation under the Income Tax (Exempt Bodies) (Guernsey) Ordinance, 1989. A fixed annual fee of £600 is payable to the States of Guernsey in respect of this exemption.

 

(h)    Share issue expenses

Share issue expenses of an equity transaction are accounted for as a deduction from equity (net of any income tax benefit) to the extent they are incremental costs directly attributable to the equity transaction that otherwise would have been avoided.

 

(i)      Dividends

Dividend distributions to the Group's shareholders are recognised in the Group's financial statements in the period in which the dividends are declared.

 

(j)      Cash and cash equivalents

Cash and cash equivalents includes cash in hand, deposits held on call with banks, bank overdrafts and other short term highly liquid investments that are readily convertible into known amounts of cash and which are subject to an insignificant risk of changes in value.

 

(k)    Trade and other receivables

Receivables are recognised initially at fair value plus transaction costs that are directly attributable to their acquisition or origination.  They are subsequently measured at amortised cost using the effective interest rate method less impairment.

 

(l)      Trade and other payables

Payables are recognised initially at fair value and subsequently stated at amortised cost using the effective interest rate method. 

 

(m)   Investments and loan notes

(i)      Financial assets and liabilities at fair value through profit or loss

Purchases and sales of all investments are recognised on trade date - the date on which the Group acquires or disposes of the economic benefits of the asset.  All investments are initially recognised at fair value, and transaction costs for all financial assets and financial liabilities carried at fair value through profit or loss are expensed as incurred.  Investments are derecognised when the rights to receive cash flows from the investments have expired or the Group has transferred substantially all risks and rewards of ownership.

 

The CLO loan notes were designated at fair value through profit or loss because the purpose of issuing the CLO loan notes was to be able to make investments in syndicated loans which were based upon the same or similar variable interest rates, and the fair value designation avoided an accounting mismatch between the sources of financing for the purchase of investments and the investments themselves. The Company has designated CLO loan notes and receivables at fair value through profit or loss since they are managed and their performance are evaluated on a fair value basis, and information about the Group is provided internally on that basis to the entity's key management personnel including the entity's Board of Directors. The Directors recognise that the magnitude of fair value movement of the CLO loan notes has been substantially greater than the movement of the investments, due to variations in the different markets in which these instruments are traded.

 

Unquoted equity security investments and unquoted CLO equity securities, at fair value through profit or loss, are valued in accordance with the International Private Equity and Venture Capital valuation guidelines or any other valuation model and techniques which can provide a reasonable estimate of fair value of the investment involved.

 



Greenwich Loan Income Fund Limited

NOTES TO THE FINANCIAL STATEMENTS (continued)

For the six month period ended 30 June 2012

 

2.      ACCOUNTING POLICIES (continued)

 

(m)   Investments and loan notes (continued)

(i)      Financial assets and liabilities at fair value through profit or loss (continued)

The fair value of financial instruments traded in active markets is based on quoted market prices at the year end date.  The quoted market price used for financial assets held by the Group is the current bid price.  The fair value of financial instruments that are not traded in an active market is determined by using valuation techniques.  Valuation techniques used include the use of comparable recent arm's length transactions.

 

For broadly syndicated loans the Company receives market quotes from agent banks on a quarterly basis. In addition, because of the generally limited trading activity in the syndicated loan market in those instances where there has been a significant change in the credit profile of a portfolio company, the Investment Manager prepares an analysis of the portfolio company's recent and projected financial performance as well as other relevant business developments. In those instances where the Investment Manager believes additional analysis is necessary, for example due to a significant change in the market quote without related transaction volume, an outside valuation firm will provide a valuation estimate based upon their proprietary methodologies and techniques. Factors considered in these independent valuation analyses include discounted cash flows, comparable company and comparable transaction analysis, and credit spread analysis based upon the independent valuation firms' view of the implied credit rating of the investment and the corresponding required spread in the marketplace. The Board considers all the information presented to it, including indicative bids, internal analysis, and independent valuations, in order to reach, in good faith, their fair value determination.

 

For bi-lateral loans, an independent third party performs portfolio company evaluations.  As at 30 June 2012, the Group held 1 bi-lateral loan (31 December 2011: 1).

 

The fair value of the CLO loan notes is determined primarily by reference to a market value report provided by the independent broker-dealer which makes the market in the CLO notes. Due to the very limited trading activity in this security, and the significant dislocations which have occurred in the credit markets generally and in the CLO markets in particular, the Directors consider the market value report to be the best indicator of fair value for the notes. The market value report reflects the proprietary analysis of the broker-dealer, specifically considering the cash flows projections of the T2 CLO subsidiary, the credit quality of the investments included in the CLO, and the credit spread required by the marketplace for CLO notes with these particular characteristics. The Directors also consider any trading activity in the CLO notes, if any, as well as other indicators of value based upon discussions between the Investment Manager and the few holders of the notes. The Directors believe that the market value report is the best reflection of fair value of the notes, consistent with the requirements of IFRS, and is consistent with the other factors which have been taken into consideration.

 

Gains and losses arising from changes in the fair value of the financial assets and liabilities at fair value through profit or loss are included in the Consolidated Income Statement in the period in which they arise. 

 

Income from financial instruments at fair value through profit or loss relates to financial assets and liabilities designated at fair value through profit or loss, and includes all realised and unrealised fair value changes, interest (using the effective interest rate method), dividends, finance costs and foreign exchange differences.

 

Total finance costs for the period were GBP1,238,342 (30 June 2011: GBP1,302,939 & 31 December 2011: GBP2,363,289).  These finance costs are for interest due to the loan note holders, loan facility fees and loan interest paid.  The fair value of long-term notes outstanding at 30 June 2012 were GBP137,774,505 (30 June 2011: GBP132,390,947 & 31 December 2011: GBP135,309,055).

 

(ii) Derivative Financial Instruments

Derivatives are categorised as financial assets or liabilities held for trading and valued at fair value through profit or loss.  There were 2 derivatives held by the Group as at 30 June 2012 (30 June 2011: 1 & 31 December 2011: 2).

 

(iii) Subsidiaries

Investments in the subsidiaries are initially recorded at cost. The Company has designated its investments in subsidiaries as fair value through profit or loss since they are managed and their performance is evaluated on a fair value basis, and information about the Group is provided internally on that basis to the entity's key management personnel including the entity's Board of Directors. The Company carries its investments in the T2 CLO and AMIC subsidiaries at fair value through profit or loss.  This is based upon the fair value of the assets and liabilities held by T2 CLO and AMIC, which the Directors consider to be indicative of fair value for financial reporting purposes.  Through its ownership of the residual economic interest of T2 CLO the Directors account for T2 CLO as a wholly owned subsidiary and the operating results are consolidated in these financial statements. The Company owns all of the equity shares of AMIC, and it is therefore a wholly owned subsidiary with its operating results being consolidated in these financial statements.

 

With effect from 1 January 2012, the Board accounts for the T2 CLO subsidiary in the Company Statement of Financial Position as a discrete investment and it will be held at its fair value rather than at its consolidated value based on the fair value of the underlying assets and liabilities, in order to provide investors with a better guide to the value of the assets held, were they not to be held to maturity. The Board and the Company's auditors have agreed that the best approach to assess the fair value of the T2 CLO equity is to take the market value of the assets within the CLO, less the par value of the debt.

 



Greenwich Loan Income Fund Limited

NOTES TO THE FINANCIAL STATEMENTS (continued)

For the six month period ended 30 June 2012

 

2.      ACCOUNTING POLICIES (continued)

 

(n)    Critical accounting estimates and judgements in applying accounting policies

The Group makes estimates and assumptions that affect the reported amounts of assets and liabilities within the next financial year.  Estimates are continually evaluated and based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The actual results may differ from the judgements, estimates and assumptions made by management, and will seldom equal the estimated results. The Group also makes assumptions on the classification of financial assets.

 

Investments and loan notes designated as financial assets and liabilities at fair value

The Group invests in broadly syndicated loans that have limited trading activity.  The CLO loan notes in issue also trade infrequently.  The fair value of such instruments is determined by using valuation techniques.  Details of the assumptions used are given in the notes regarding financial assets and liabilities.

 

Unlisted Debt Securities and Unlisted Equity Securities

The Group can invest in financial instruments which are not quoted in active markets and may receive such financial instruments as distributions on certain investments.  Fair values are determined by using valuation techniques.  Where valuation techniques, such as the Market Capitalisation Approach, are used to determine fair values they are carried out by an independent valuation firm specifically engaged by the Group to carry out the valuations.  Changes in assumptions could affect the reported fair value of financial instruments.  See Note 6 for carrying amount at the year end.

 

Unlisted Debt Securities and Unlisted Equity Securities

Because the Group's portfolio investments are generally not traded in active markets, fair value determinations are based upon additional information, including internal analysis and projections as well as independent valuation work performed by outside firms, beyond the indicative quotes which are generally also available for portfolio investments. These other analyses rely upon observable data including comparable transactions, interest rates and credit spreads.

 

The Group's liabilities likewise are not traded in active markets, and the independent analysis which provides the basis for the fair value determination is based, in part, upon observable market data including interest rates and credit spreads. The fair value change in the Group's liabilities may differ substantially from the change in the investment portfolio, even though both are related to interest rates generally, because the assumptions relative to the value of CLO liabilities specifically include the assumptions about credit quality of the individual component companies of the CLO investment portfolio, the anticipated cash flow from those investments, and the resulting possibility of covenant defaults which could dramatically effect the sustainability of the CLO structure and therefore the fair value of the loan notes.

 

(o)    New accounting policies effective and adopted

At the date of authorisation of these financial statements, the following standards and interpretations, which have not been applied in these Financial Statements, were in issue but not yet effective:

 

·     IFRS 9, 'Financial instruments', effective for annual periods beginning on or after 1 January 2015, specifies how an entity should classify and measure financial assets and liabilities, including some hybrid contracts. The standard improves and simplifies the approach for classification and measurement of financial assets compared with the requirements of IAS 39. Most of the requirements in IAS 39 for classification and measurement of financial liabilities were carried forward unchanged. The standard applies a consistent approach to classifying financial assets and replaces the numerous categories of financial assets in IAS 39, each of which had its own classification criteria. The standard is not expected to have a significant impact on the Group's financial position or performance, as it is expected that the Fund will continue to classify its financial assets and financial liabilities as being at fair value through profit or loss.

 

·     IFRS 10, 'Consolidated financial statements', effective for annual periods beginning on or after 1 January 2013, builds on existing principles by identifying the concept of control as the determining factor in whether an entity should be included within the consolidated financial statements of the parent company. The standard provides additional guidance to assist in the determination of control where this is difficult to assess. The new standard is not expected to have any impact on the Group's financial position or performance.

 

·     IFRS 12, 'Disclosures of interests in other entities', effective for annual periods beginning on or after 1 January 2013, includes the disclosure requirements for all forms of interests in other entities, including joint arrangements, associates, special purpose vehicles and other off balance sheet vehicles. The new standard is not expected to have any impact on the Group's financial position or performance.

 

·     IFRS 13, 'Fair value measurement', aims to improve consistency and reduce complexity by providing a precise definition of fair value and a single source of fair value measurement and disclosure requirements for use across IFRSs. The requirements, which are largely aligned between IFRSs and US GAAP, do not extend the use of fair value accounting but provide guidance on how it should be applied where its use is already required or permitted by other standards within IFRSs or US GAAP. The group is yet to assess IFRS13's full impact but will adopt IFRS 13 no later than the accounting period beginning on or after 1 January 2013.

 



Greenwich Loan Income Fund Limited

NOTES TO THE FINANCIAL STATEMENTS (continued)

For the six month period ended 30 June 2012

 

2.      ACCOUNTING POLICIES (continued)

 

(o)    New accounting policies effective and adopted (continued)

There are no other standards, interpretations or amendments to existing standards that are not yet effective that would be expected to have a significant impact on the Group.

 

None of these will have a material effect on the financial statements of the Company, with the exception of IFRS 9 "Financial Instruments - Classification and Measurement" which is not expected to effect the financial position of the Group but may require additional disclosure in future financial statements.

 

(p)    Share based payments

Share options are valued in accordance with IFRS 2 "Share Based Payments". In accordance with IFRS 2, share options issued are measured using the fair value of the options at the grant date or an estimate of the fair value of the services received.  See note 11 for details. No additional share options were issued during the period.

 

3.      FINANCIAL RISK MANAGEMENT

 

Financial risk factors

The Group is exposed to a variety of financial risks: market risk (including price risk, fair value interest rate risk, cash flow interest rate risk and currency risk), credit risk and liquidity risk. The risk management policies employed by the Group to manage these risks are discussed below.  The primary objectives of the financial risk management function are to establish risk limits, and then ensure that exposure to risks stays within these limits.  The operational and legal risk management functions are intended to ensure proper functioning of internal policies and procedures to minimise operational and legal risks. The Directors are of the opinion that the ultimate risk exposure of the Company is the same as that of the Group and as such the Note 3 risk disclosures are only provided at the Group level.

 

Significant accounting policies

Details of the significant accounting policies and methods adopted, including the criteria for recognition, the basis of measurement and the basis on which income and expenses are recognised in respect of each class of financial asset, financial liability and equity instrument are disclosed in note 2 to the financial statements.

 

Categories of financial instruments

 


Carrying value at 30 June 2012


 

Designated Fair Value through Profit or Loss


Loans and receivables measured at amortised cost


Financial Liabilities measured at amortised cost


 

 

 

Other

Financial assets

GBP


GBP


GBP


GBP

Financial assets at fair value through profit

or loss

190,064,060


-


-


-

Trade and other receivables

-


646,558


-


-

Cash and cash equivalents

-


-


-


17,368,355

Total assets

190,064,060


646,558


-


17,368,355









Financial liabilities








Loan notes at fair value through profit or loss

137,774,505


-


-


-

Trade and other payables

-


-


2,385,875


-

Total Liabilities

137,774,505


-


2,385,875


-

 



Greenwich Loan Income Fund Limited

NOTES TO THE FINANCIAL STATEMENTS (continued)

For the six month period ended 30 June 2012

 

3.      FINANCIAL RISK MANAGEMENT (continued)

 

Categories of financial instruments (continued)

 


Carrying value at 31 December 2011


 

Designated Fair Value through Profit or Loss


Loans and receivables measured at amortised cost


Financial Liabilities measured at amortised cost


 

 

 

Other

Financial assets

GBP


GBP


GBP


GBP

Financial assets at fair value through profit

or loss

193,264,197


-


-


-

Trade and other receivables

-


944,699


-


-

Cash and cash equivalents

-


-


-


23,703,514

Total assets

193,264,197


944,699


-


23,703,514









Financial liabilities








Loan notes at fair value through profit or loss

135,309,055


-


-


-

Trade and other payables

-


-


10,175,858


-

Total Liabilities

135,309,055


-


10,175,858


-

 


Carrying value at 30 June 2011


 

Designated Fair Value through Profit or Loss


 

Financial Assets measured at amortised cost


Financial Liabilities measured at amortised cost


 

 

 

Other

Financial assets

GBP


GBP


GBP


GBP

Financial assets at fair value through profit

or loss

171,997,903


-


-


-

Note receivable

-


126,397


-


-

Trade and other receivables

-


3,469,054


-


-

Cash and cash equivalents

-


-


-


26,992,252

Total assets

171,997,903


3,595,451


-


26,992,252









Financial liabilities








Loan notes at fair value through profit or loss

132,390,947


-


-


-

Trade and other payables

-


-


600,775


-

Total Liabilities

132,390,947


-


600,775


-

 

Capital Risk Management

The Group's capital is represented by the net assets attributable to shareholders and the objective when managing capital is to enable the Group to continue as a going concern in order to provide a consistent appropriate risk-adjusted return to shareholders, and to maintain a strong capital base to support the continued development of its investment activities. The Group manages its capital to ensure that its objective is met.  It does this by investing available cash whilst maintaining sufficient liquidity to meet on-going expenses and dividend payments. The Group considers its capital to include share capital, distributable reserves, foreign exchange reserves and retained earnings. The Group is not subject to regulatory or industry specific limitations on its capital, other than the legal requirements for Guernsey incorporated entities. The Group considers the amount and composition of its capital in proportion to risk. Adjustments to the capital structure will be taken in response to economic conditions, the cost of debt, the ability to raise share capital, and other opportunities and factors which the Board may consider.  At 30 June 2012, the Group had total equity of GBP67,918,593 (30 June 2011: GBP69,593,884 & 31 December 2011: GBP72,427,497).

 

The Group monitors the ratio of debt to other capital which, based upon shareholder approval, is limited to 5 to 1.  Since the debt of the Group is currently contained within its CLO subsidiary, its debt is collateralized by investments held in the CLO portfolio. The portfolio is subject to various financial and other covenant tests which may result in required paydowns of its debt from time to time; in the absence of such required paydowns, the debt matures in 2019.



Greenwich Loan Income Fund Limited

NOTES TO THE FINANCIAL STATEMENTS (continued)

For the six month period ended 30 June 2012

 

3.      FINANCIAL RISK MANAGEMENT (continued)

 

Capital Risk Management (continued)

The Group has sought to achieve an attractive risk adjusted return by investing in debt securities, consisting primarily of senior debt across multiple industries.  The Group intends to invest primarily in companies with attractive fundamental characteristics including experienced management, a significant financial or strategic sponsor or partner, a strong competitive position and positive cash flow.

 

The Investment Manager ensures that not more than 15% of the Group's gross assets are invested in any one investment.  Consistent with shareholder approval obtained in December 2006, the Group may apply leverage up to 500%, or five times, the net asset value of the Group.  Leverage is the ability to incur indebtedness for the purpose of making investments.  The Group has incurred net indebtedness (approximately US$248.9 million; GBP154.1 million at cost, US$216.4 million; GBP137.8 million at fair value as at the period end) through its CLO subsidiary in the form of long-term notes.

 

Concentration Risk

While the Investment Manager will attempt to spread the Group's assets among a number of investments in accordance with the investment policies adopted by the Group, at times the Group may hold a relatively small number of investments each representing a relatively large portion of the Group's net assets and/or hold a number of investments denominated in non-base currencies each representing a relatively large portion of the Group's net assets.  Losses incurred in such investments could have a materially adverse effect on the Group's overall financial condition. Whilst the Group's portfolio is diversified in terms of the companies in which it invests, the investment portfolio of the Group may be subject to more rapid change in value than would be the case if the Group were required to maintain a wide diversification among types of securities, countries and industry groups. Please refer to the Portfolio of the Group that follows the Notes to the financial statements.

 

(a)  Market risk

The Group's exposure to market risk is comprised mainly of movements in the Group's investments.  The investment portfolio is managed within parameters disclosed in the Company's offering memorandum.  All investments present a risk of loss of capital.

 

At 30 June 2012, the Group's market risk is affected by three main components: changes in actual market prices, interest rates and foreign currency movements.  Interest rates and foreign currency movements are covered at (b) and (c) below. 

 

The following details the Group's sensitivity to a 5% increase and decrease in the market prices, with 5% being the sensitivity rate used when reporting price risk to key management and represents management's assessment of the possible change in market price.

 

If market prices had increased by 5% with all other variables held constant, this would have increased net assets attributable to holders of equity shares by approximately GBP2,614,478 (30 June 2011: GBP1,980,348 & 31 December 2011: GBP2,897,757), due to the increase in the fair value of financial assets at fair value through profit or loss by GBP9,503,203 (30 June 2011: GBP8,599,895 & 31 December 2011: GBP9,663,210) offset by the increase in the fair value of the financial liabilities at fair value through profit or loss by GBP6,888,725 (30 June 2011: GBP6,619,547 & 31 December 2011: GBP6,765,453).  Conversely, if market prices had decreased by 5%, this would have decreased net assets attributable to holders of equity shares by approximately GBP2,614,478 (30 June 2011: GBP1,980,348 & 31 December 2011: GBP2,897,757), due to the decrease in the fair value of financial assets at fair value through profit or loss by GBP9,503,203 (30 June 2011: GBP8,599,895 & 31 December 2011: GBP9,663,210) offset by the decrease in the fair value of the financial liabilities at fair value through profit or loss by GBP6,888,725 (30 June 2011: GBP6,619,547 & 31 December 2011: GBP6,765,453).

 

(b)    Interest rate risk

Interest rate risk is the risk that the value of financial instruments will fluctuate due to changes in market interest rates. The Group has exposure to interest rate risk because it has borrowed to fund investments. The exposure arises on the difference between the rate of interest the Group is required to pay on borrowed funds and the rate of interest which it receives on the debt securities in which it invests.  Interest rate risk is comprised of two elements: spread risk and rate risk.

 

The Group is exposed to risks associated with the effects of fluctuations in the prevailing levels of market interest rates on its financial position and cash flows.  The Group's cash balances, debt instruments and loan notes are open to interest rate risk.

 

The Group may, but is not required to, hedge against interest rate fluctuations by using standard hedging instruments such as futures, options and forward contracts. The Group did not enter into any such transactions during the current period or prior year.



Greenwich Loan Income Fund Limited

NOTES TO THE FINANCIAL STATEMENTS (continued)

For the six month period ended 30 June 2012

 

3.      FINANCIAL RISK MANAGEMENT (continued)

 

The table below summarises the Group's exposure to interest rate risk. 

 


 

Floating rate


 

Fixed rate


Non- interest

Bearing




Financial


Financial


Financial



Instruments


Instruments


Instruments


Total

Assets

GBP


GBP


GBP


GBP

Financial assets at fair value through profit

or loss

181,314,560


-


8,749,500


190,064,060

Trade and other receivables

-


-


646,558


646,558

Cash and cash equivalents

17,368,355


-


-


17,368,355

Total assets

198,682,915


-


9,396,058


208,078,973









Liabilities








Loan notes

137,774,505


-


-


137,774,505

Trade and other payables

-


-


2,385,875


2,385,875

Total liabilities

137,774,505


-


2,385,875


140,160,380

Total interest sensitivity gap

60,908,410


-


7,010,183


67,918,593

 


 

Floating rate


 

Fixed rate


Non- interest

Bearing




Financial


Financial


Financial



Instruments


Instruments


Instruments


Total

Assets

GBP


GBP


GBP


GBP

Financial assets at fair value through profit

or loss

180,452,763


-


12,811,434


193,264,197

Trade and other receivables

-


-


944,699


944,699

Cash and cash equivalents

23,703,514


-


-


23,703,514

Total assets

204,156,277


-


13,756,133


217,912,410









Liabilities








Loan notes

135,309,055


-


-


135,309,055

Trade and other payables

-


-


10,175,858


10,175,858

Total liabilities

135,309,055


-


10,175,858


145,484,913

Total interest sensitivity gap

68,847,222


-


3,580,275


72,427,497

 


 

Floating rate


 

Fixed rate


Non- interest

Bearing




Financial


Financial


Financial



Assets


Assets


Assets


Total

Assets

GBP


GBP


GBP


GBP

Financial assets at fair value through profit

or loss

165,626,950


-


6,370,953


171,997,903

Note receivable

-


-


126,397


126,397

Trade and other receivables

-


-


3,469,054


3,469,054

Cash and cash equivalents

26,992,252


-


-


26,992,252

Total assets

192,619,202


-


9,966,404


202,585,606









Liabilities








Loan notes

132,390,947


-


-


132,390,947

Trade and other payables

-


-


600,775


600,775

Total liabilities

132,390,947


-


600,775


132,991,722

Total interest sensitivity gap

60,228,255


-


9,365,629


69,593,884

 



Greenwich Loan Income Fund Limited

NOTES TO THE FINANCIAL STATEMENTS (continued)

For the six month period ended 30 June 2012

 

3.      FINANCIAL RISK MANAGEMENT (continued)

 

(b)    Interest rate risk (continued)

The sensitivity analyses below have been determined based on the Group's exposure to interest rates for interest bearing assets and liabilities (included in the interest rate exposure table above) at the period end date and the stipulated change taking place at the beginning of the financial period and held constant through the reporting period in the case of instruments that have floating rates.

 

A 200 basis point increase or decrease is used when reporting interest spread risk internally on financial assets at fair value through profit or loss and represents management's assessment of the possible change in interest spreads, and 25 basis points is used when reporting interest rate risk for all interest bearing assets and liabilities.

 

At 30 June 2012, should the interest spread have lowered by 200 basis points with all other variables remaining constant, the decrease in profit and equity attributable to holders of equity for the year would amount to approximately GBP3,906,912 (30 June 2011: GBP3,475,645 & 31 December 2011: GBP3,897,904).  If the interest spread had risen by 200 basis points, the increase in profit and equity attributable to holders of equity would amount to approximately GBP3,906,912 (30 June 2011: GBP3,475,645 & 31 December 2011: GBP3,897,904).

 

At 30 June 2012, should interest rates have lowered by 25 basis points with all other variables remaining constant, the increase in profit and equity attributable to holders of equity for the year would amount to approximately GBP146,489 (30 June 2011: GBP116,641 & 31 December 2011: GBP161,201).  If the interest rate had risen by 25 basis points, the decrease in profit and equity attributable to holders of equity would amount to approximately GBP146,489 (30 June 2011: GBP116,641 & 31 December 2011: GBP161,201).

 

The Group's exposure to interest rate risk is limited to its financial assets at fair value through profit or loss, loan notes held at financial assets at fair value through profit or loss and its cash and cash equivalents.  These are all floating rate financial assets. 

 

(c)    Currency risk

Currency risk is the risk that the value of financial instruments will fluctuate due to changes in foreign exchange rates. The Group may make investments in currencies other than Sterling. To the extent that it does, the Group will be exposed to a potentially adverse currency risk. Changes in the rate of exchange may affect the value of the Group's investments, and the level of income that it receives from those investments. 

 

Foreign currency denominated financial assets and liabilities, translated into GBP at the closing rate, are as follows:

 


30 June 2012

Assets

USD


GBP


EUR


Total

Financial assets at fair value through profit or loss account

189,017,345


1,046,715


 

-


190,064,060

Cash and cash equivalents

17,119,134


249,221


-


17,368,355

Trade and other receivables

624,572


20,615


1,371


646,558

Total assets

206,761,051


1,316,551


1,371


208,078,973

Liabilities








Loan notes at fair value through profit or loss

137,774,505


-


-


137,774,505

Trade and other payables

1,699,407


686,468


-


2,385,875


139,473,912


686,468


-


140,160,380

Total currency sensitivity gap

67,287,139


630,083


1,371


67,918,593

 


31 December 2011

Assets

USD


GBP


EUR


Total

Financial assets at fair value through profit or loss account

188,264,197


-


 

5,000,000


193,264,197

Cash and cash equivalents

23,352,023


351,491


-


23,703,514

Trade and other receivables

528,513


20,812


395,374


944,699

Total assets

212,144,733


372,303


5,395,374


217,912,410

Liabilities








Loan notes at fair value through profit or loss

135,309,055


-


-


135,309,055

Trade and other payables

9,719,579


456,279


-


10,175,858


145,028,634


456,279


-


145,484,913

Total currency sensitivity gap

67,116,099


(83,976)


5,395,374


72,427,497

 



Greenwich Loan Income Fund Limited

NOTES TO THE FINANCIAL STATEMENTS (continued)

For the six month period ended 30 June 2012

 

3.      FINANCIAL RISK MANAGEMENT (continued)

 

(c)    Currency risk (continued)

 


30 June 2011

Assets

USD


GBP


Total

Financial assets at fair value through profit or loss account

165,508,742


6,489,161


171,997,903

Cash and cash equivalents

24,932,026


2,060,226


26,992,252

Note receivable

-


126,397


126,397

Trade and other receivables

2,527,760


941,294


3,469,054

Total assets

192,968,528


9,617,078


202,585,606

Liabilities






Loan notes at fair value through profit or loss

132,390,947


-


132,390,947

Trade and other payables

477,464


123,311


600,775


132,868,411


123,311


132,991,722

Total currency sensitivity gap

60,100,117


9,493,767


69,593,884

 

The majority of the Group's financial assets and liabilities are also denominated in US Dollars and therefore the Group is exposed to fluctuations in the GBP:US Dollar foreign exchange rate. There is also some exposure to Euro.

 

The sensitivity analysis below has been determined based on the sensitivity of the Group's outstanding foreign currency denominated financial assets and liabilities to a 5% increase/decrease in the Sterling against US Dollar and Euro, translated at the year end date.

 

At 30 June 2012, if GBP had weakened or strengthened by 5% against the US Dollar and the Euro, with all other variables held constant, the increase or decrease respectively in profit and equity attributable to holders of equity shares during the period would amount to approximately GBP1,682,213 (period ended 30 June 2011: GBP1,502,503 & year ended 31 December 2011: GBP3,625,574).

 

In accordance with the Group's policy, the Investment Manager monitors the Group's currency position on a regular basis, and the Board of Directors reviews it on a quarterly basis.

 

(d)    Credit risk

Credit risk arises when a failure by counterparties to discharge their obligations could reduce the amount of future cash inflows from financial assets on hand at the year end date.  The Group invests primarily in senior debt, senior subordinated debt and junior subordinated debt.  The maximum investment size, at the time of the investment, will generally be limited to 15% of the Group's Gross Assets.  However, the Group may make larger investments and it may seek to syndicate or sell down a portion of any such investment, after it has been acquired.

 

The investment portfolio of the Group is subject to a number of diversification requirements including size, industry and ratings to ensure that it is sufficiently diversified.

 

The maximum credit risk associated with the investment portfolio is represented by the fair value of the investments as shown in Note 6. The loan portfolio of the Group reflects a secured interest in the general corporate assets of the borrowers, and all loans remain unsubordinated.

 

The following amounts on debt instruments were considered impaired:

 


30 June 2012


31 December 2011


US$


US$

Principal (including PIK interest)

14.1m


14.1m

 

As at the period end, there is no accrued interest which is considered uncollectable (31 December 2011: US$nil).

 

The Group mitigates credit risk by only entering into agreements related to loan instruments in which the collateral and/or operating strength of the investee companies is sufficient to support the loan amounts outstanding. This determination of whether the loan instruments are sufficiently collateralised is made by the Investment Manager at the time of the agreements, and the Investment Manager continues to evaluate the loan instruments in the context of these agreements.

 



Greenwich Loan Income Fund Limited

NOTES TO THE FINANCIAL STATEMENTS (continued)

For the six month period ended 30 June 2012

 

3.      FINANCIAL RISK MANAGEMENT (continued)

 

(d)    Credit risk (continued)

The Group continuously monitors defaults of counterparties, identified either individually or by group, and incorporates this information into its credit risk controls. The Group's management considers the above financial assets as impaired due to its credit quality rating of 5.

 

The Group has established a credit rating system.  The purpose of the rating system is to monitor the credit quality of the Company's broadly syndicated loan portfolio on both an individual and portfolio basis and the future on-going monitoring required.

 

Portfolio by rating category


30 June 2012


31 December 2011

1


0%


1%

2


88%


85%

3


11%


12%

4


0%


0%

5


1%


2%

Total


100%


100%

 

Credit Ratings Level

Ratings Criteria Methodology (1)


(General Parameters)

1

Company is ahead of expectations and/or outperforming financial covenant requirements and this trend is expected to continue.

2

Full repayment of principal and interest is expected.

3

Closer monitoring is required.  Full repayment of principal and interest is expected.

4

A reduction of interest income has occurred or is expected to occur.  No loss of principal is expected.

5

A loss of some portion of principal is expected. (2)

 

(1)    The above methodology outlines the general parameters adopted to determine ratings, and other facts and circumstances may be considered when determining an appropriate Credit Ratings Level.

 

(2)    An estimate of the potential amount of principal loss will be determined on a quarterly basis.

 

In respect of trade and other receivables, the Group is not exposed to any significant credit risk exposure to any single counterparty or any group of counterparties having similar characteristics.

 

The credit risk for liquid funds and other short-term financial assets is considered negligible, since the counterparties are reputable banks with high quality external credit ratings.

 

(e)    Liquidity risk

Liquidity risk is the risk that arises when the maturity of assets and liabilities does not match. As the Group's investments will not generally be in publicly traded securities, they are likely to be subject to legal and other restrictions on resale or otherwise be less liquid than publicly traded securities. The illiquidity of the Group's investments may make it difficult for them to be sold quickly if the need arises. Since the Group intends to invest in debt securities with a term of up to seven years, and hold investments in debt securities until maturity of the debt, the Group does not expect realisation events to occur in the near term.

 

The Company's investment in its subsidiary, T2 CLO, is also considered to be an illiquid investment.

 



Greenwich Loan Income Fund Limited

NOTES TO THE FINANCIAL STATEMENTS (continued)

For the six month period ended 30 June 2012

 

3.      FINANCIAL RISK MANAGEMENT (continued)

 

(e)    Liquidity risk (continued)

The table below analyses the Group's financial liabilities into relevant maturity groupings based on the remaining period at the year end date to the contractual maturity date.  The amounts in the table are the contractual undiscounted cash flows, assuming interest rates in effect at the period end. 

 


Current

 

Non-Current




within


6 to 12

 

1 to 5

 

5 years to


No stated


6 months


months

 

years

 

maturity*


maturity

At 30 June 2012




 


 




Loan notes

985,606


969,537

 

5,870,786

 

164,391,139


-

Trade and other payables

2,385,875


-

 

-

 

-


-

Total financial liabilities

3,371,481


969,537

 

5,870,786

 

164,391,139


-





 


 




At 31 December 2011

GBP


GBP

 

GBP

 

GBP


GBP

Loan notes

607,435


614,110

 

4,876,171

 

163,207,755


-

Trade and other payables

10,175,858


-

 

-

 

-


-

Total financial liabilities

10,783,293


614,110

 

4,876,171

 

163,207,755


-





 

 

 




At 30 June 2011




 

 

 




Loan notes

814,881


806,024

 

6,470,334

 

159,946,151


-

Trade and other payables

600,775


-

 

-

 

-


-

Total financial liabilities

1,415,656


806,024

 

6,470,334

 

159,946,151


-

 

* The contractual maturity of the Group's financial liabilities details in the table above is 15 July 2019.

 

Fair value estimation

The fair values of the Group's short-term trade receivables and payables approximate their carrying amounts at the period/year end date.

 

Financial instruments measured at fair value

The following table presents financial assets and liabilities measured at fair value in the Consolidated Statement of Financial Position in accordance with the fair value hierarchy.  This hierarchy groups financial assets and liabilities into three levels based on the significance of inputs used in measuring the fair value of the financial assets and liabilities.  The fair value hierarchy has the following levels:

 

-        Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities;

-        Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and

-        Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).

 

The level within which the financial asset or liability is classified is determined based on the lowest level of significant input to the fair value measurement.

 

The financial assets and liabilities measured at fair value in the Consolidated Statement of Financial Position are grouped into the fair value hierarchy as follows:

 

At 30 June 2012



Level 1

 

Level 2

 

Level 3


Total

Assets

Note


GBP

 

GBP

 

GBP


GBP

Broadly syndicated loans

a


-

 

-

 

181,314,560


181,314,560

Equity securities

b


-

 

-

 

3,965,796


3,965,796

CLO equity securities

b


-

 

-

 

4,344,878


4,344,878

Warrant securities

c


-

 

-

 

438,826


438,826

Total



-

 

-

 

190,064,060


190,064,060





 

 

 




Liabilities




 

 

 




CLO loan notes

d


-

 

-

 

(137,774,505)


(137,774,505)

Total



-

 

-

 

(137,774,505)


(137,774,505)

Net Fair Value



-

 

-

 

52,289,555


52,289,555

 



Greenwich Loan Income Fund Limited

NOTES TO THE FINANCIAL STATEMENTS (continued)

For the six month period ended 30 June 2012

 

3.      FINANCIAL RISK MANAGEMENT (continued)

 

Financial instruments measured at fair value (continued)

 

At 31 December 2011



Level 1

 

Level 2

 

Level 3


Total

Assets

Note


GBP

 

GBP

 

GBP


GBP

Broadly syndicated loans

a


-

 

-

 

180,452,763


180,452,763

Equity securities

b


-

 

-

 

8,351,992


8,351,992

CLO equity securities

b


-

 

-

 

4,070,015


4,070,015

Warrant securities

c


-

 

-

 

389,427


389,427

Total



-

 

-

 

193,264,197


193,264,197





 

 

 




Liabilities




 

 

 




CLO loan notes

d


-

 

-

 

(135,309,055)


(135,309,055)

Total



-

 

-

 

(135,309,055)


(135,309,055)

Net Fair Value



-

 

-

 

57,955,142


57,955,142

 

At 30 June 2011



Level 1

 

Level 2

 

Level 3


Total

Assets

Note


GBP

 

GBP

 

GBP


GBP

Broadly syndicated loans

a


-

 

-

 

165,626,950


165,626,950

Equity securities

b


-

 

-

 

6,370,953


6,370,953

Total



-

 

-

 

171,997,903


171,997,903





 

 

 




Liabilities




 

 

 




CLO loan notes

d


-

 

-

 

(132,390,947)


(132,390,947)

Total



-

 

-

 

(132,390,947)


(132,390,947)

Net Fair Value



-

 

-

 

39,606,956


39,606,956

 

Measurement of fair value

The methods and valuation techniques used for the purposes of measuring fair value are unchanged compared to the previous reporting year with the exception of the addition of warrant security valuation.

 

(a)    Broadly syndicated loans

All the broadly syndicated loans are denominated in USD.  The loans have significant unobservable inputs, as they trade infrequently.  As observable prices are not available for these securities, the Investment Manager has used valuation techniques to assist the Board in its determining of the fair value.

 

(b)    Equity securities & CLO equity securities

With the exception of a single equity holding which is denominated in GBP, all the equity securities are denominated in USD.  The equity securities have significant unobservable inputs, as they trade infrequently or are unlisted.  As observable prices are not available for these securities, the Investment Manager has used valuation techniques to assist the Board in its determining of the fair value.

 

(c)    Warrant security

The warrant security is denominated in GBP.  The warrant security has unobservable inputs, as it is unlisted.  As observable prices are not available for this security, the Investment Manager has used valuation techniques to assist the Board in its determining of the fair value

 

(d)    CLO loan notes

The CLO loan notes are denominated in US Dollar.  The loan notes also have significant unobservable inputs, as they trade infrequently.  The fair value of the loan notes is determined primarily by reference to a market value report provided by the independent broker-dealer.

 



Greenwich Loan Income Fund Limited

NOTES TO THE FINANCIAL STATEMENTS (continued)

For the six month period ended 30 June 2012

 

3.      FINANCIAL RISK MANAGEMENT (continued)

 

Level 3 fair value measurements

The Group's financial assets and liabilities classified in Level 3 use valuation techniques based on significant inputs that are not based on observable market data.  The financial instruments within this level can be reconciled from beginning to ending balances as follows:

 

 

 

Period ended 30 June 2012

Broadly

Syndicated

loans

 

 

Equity

 

CLO

Equity

 

 

Warrants

 

CLO Loan Notes

 

 

Total


GBP

GBP

GBP

GBP

GBP

GBP

Opening fair value

180,452,763

8,351,992

4,070,015

389,427

(135,309,055)

57,955,142

Purchases/loans advanced

62,785,674





62,785,674

Sales

(10,734,664)

(2,565,688)

-

-

-

(13,300,354)

Capital repayments

(41,011,156)

-

-

-

-

(41,011,156)

Gains and losses recognised in profit and loss:







 - realised

(2,419,909)

873,670

-

-

-

(1,546,239)

 - unrealised

(7,758,147)

(2,694,178)

274,863

49,399

(2,465,451)

(12,593,514)

Closing fair value

181,314,561

3,965,796

4,344,878

438,826

(137,774,506)

52,289,555

 

 

Year ended 31 December 2011

Broadly

Syndicated

loans

 

 

Equity

 

CLO

Equity

 

 

Warrants

 

CLO Loan Notes

 

 

Total


GBP

GBP

GBP

GBP

GBP

GBP

Opening fair value

160,456,433

1,088,906

-

-

(129,207,450)

32,337,889

Purchases/loans advanced

129,912,980

-

3,701,819

-

-

133,614,799

Transfers in*

7,025,939

2,602,748

-

-

-

9,628,687

Consolidation reinstatement**

-

-

-

-

(1,251,654)

(1,251,654)

Restructure

-

(311,960)

-

311,960

-

-

Sales

(14,809,436)

-

-

-

(1,489,252)

(16,298,688)

Capital repayments

(100,396,647)

-

-

-

-

(100,396,647)

Gains and losses recognised in profit and loss:







 - realised

(68,989)

126,381

-

-

1,489,252

1,546,644

 - unrealised

(1,667,517)

4,845,917

368,196

77,467

(4,849,951)

(1,225,888)

Closing fair value

180,452,763

8,351,992

4,070,015

389,427

(135,309,055)

57,955,142

 

 

Period ended 30 June 2011


Broadly Syndicated loans


 

Equity


CLO Loan Notes


 

Total



GBP


GBP


GBP


GBP

Opening balance


160,456,433


1,088,906


(129,207,450)


32,337,889

Purchases/loans advanced


70,728,472


-


-


70,728,472

Transfers in*


7,025,939


4,555,136


-


11,581,075

Consolidation reinstatement**


-


-


(1,251,654)


(1,251,654)

Sales


(20,474,393)


(420,798)


(1,489,252)


(22,384,443)

Capital repayments


(47,912,999)


-


-


(47,912,999)

Gains and losses recognised in profit and loss









 - realised


1,293,987


(1,531,589)


1,489,252


1,251,650

 - unrealised


(5,490,489)


2,679,298


(1,931,843)


(4,743,034)

Closing balance


165,626,950


6,370,953


(132,390,947)


39,606,956

 

* On acquisition of AMIC subsidiary

** Previously this would be eliminated in the consolidated Group financial statements as the Company directly held some of the CLO loan notes issued by T2 CLO. During the year the Company sold these CLO loan notes to a third party.

 

Changing inputs to the Level 3 valuations to reasonably possible alternative assumptions would not change significantly amounts recognised in profit or loss, total assets or total liabilities or total equity.

 

There have been no transfers into or out of level 3 in the reporting periods under review.

Greenwich Loan Income Fund Limited

NOTES TO THE FINANCIAL STATEMENTS (continued)

For the six month period ended 30 June 2012

 

4.      FUND EXPENSES

 

Management fee

The Investment Manager, T2 Advisers, LLC, is entitled to receive an annual fee payable quarterly in advance. The management fee is calculated based on the average value of the Company's gross assets at the most recently completed calendar quarter and the projected gross assets as of the end of the current calendar quarter.  With effect from 1 July 2010, the management fee payable was reduced by 25 basis points from 2.00% of gross assets to 1.75% of gross assets. With effect from 30 June 2011 to 31 March 2012, the management fee will be fixed at the payment for the previous quarter of £911, 272. Thereafter, from the management fee payable at the end of the first quarter of 2012, the management fee will be calculated on the Company's gross assets, less the fair value of the liabilities within the CLO, to the extent that the CLO remains consolidated by the Company. The new fee will be subject to a minimum fee of £155,000 per quarter. As announced on 18 May 2011, the Board and the Company's then nominated adviser considered the aforementioned amendments to the investment management agreement to be fair and reasonable insofar as the Company's shareholders are concerned.

 

Total fees charged for the period ended 30 June 2012 amounted to GBP1,583,840 (30 June 2011: GBP2,045,198 & 31 December 2011: GBP4,002,524). The total amount due and payable at the period end amounted to GBP145,693 (30 June 2011: GBP117,082 & 31 December 2011: GBPnil).

 

Administration and secretarial fees

On 23 July 2010, the administration and secretarial services to the Company were transferred from Butterfield Fulcrum Group (Guernsey) Limited to Praxis Fund Services Limited.

 

For the period since 24 July 2010, Praxis Fund Services is entitled to an annualised fee for its service, as administrator of 0.1% of the Net Asset Value of the Group, calculated on the last business day of each quarter and payable quarterly in arrears.  The fee is subject to a minimum of GBP55,000 per annum. With regard to company secretarial services, the Administrator is compensated on a time cost basis.

 

Total Administration and secretarial fees charged for the period ended 30 June 2012 amounted to GBP70,923 (30 June 2011: GBP92,753 & 31 December 2011: GBP181,655). The total amount due and payable at the period end amounted to GBP30,230 (30 June 2011: GBP42,271 & 31 December 2011: GBP48,240).

 

Custodian fees

The Custodian, Butterfield Bank (Guernsey) Limited is entitled to custody fees of 0.02% of the Net Asset Value of the Group subject to a minimum of GBP15,000 per annum.  The fee is payable quarterly in arrears.

 

Total fees charged for the period ended 30 June 2012 amounted to GBP7,500 (30 June 2011 GBP11,079 & 31 December 2011: GBP18,600).  The total amount payable at the period end amounted to GBPnil (30 June 2011 & 31 December 2011: GBP3,750 payable).

 

Other expenses

For the period ended 30 June 2012, other expenses include those of the CLO and AMIC. The table below details other charges during the period/year:

 


Group

 

Group


Company


Company


30 June 2012

 

31 December

2011


30 June 2012


31 December 2011

Other expenses:

GBP

 

GBP


GBP


GBP

Directors' expenses

35,637

 

97,031


35,637


97,031

Portfolio analysis fees

6,315

 

131,133


6,315


131,133

NOMAD fees

21,288

 

20,000


21,288


20,000

Listing fees

3,660

 

7,867


3,660


7,867

Broker fees

7,510

 

198,331


7,510


198,331

CFO fees

62,502

 

125,000


62,502


125,000

Marketing expenses

45,715

 

105,032


45,715


105,032

AIC fees

3,667

 

4,492


3,667


4,492

Registrar fees

15,690

 

28,381


15,690


28,381

Other AMIC expenses

59,168

 

145,519


-


-

Other T2 CLO expenses

381,404

 

721,250


-


-

Sundry

38,137

 

54,373


40,157


58,527


680,693

 

1,638,409


242,141


775,794

 



Greenwich Loan Income Fund Limited

NOTES TO THE FINANCIAL STATEMENTS (continued)

For the six month period ended 30 June 2012

 

4.      FUND EXPENSES (continued)

 

Non-executive Directors' fees & Executive Director's salary

As at 30 June 2012, each of the non-executive Directors had entered into an agreement with the Company providing for them to act as a Director of the Company.

 

As at 30 June 2012, the non-executive Directors' annual fees, excluding all reasonable expenses incurred in the course of their duties which were reimbursed by the Company, were as detailed in the table below:

 

Non-executive Directors:

30 June 2012


31 December 2011


GBP


GBP

Patrick Firth (Chairman)

40,000*


40,000*

Frederick Forni

25,000


25,000

James Carthew

25,000


25,000

Geoff Miller (only non-executive until 31 March 2011)**

N/A


N/A

 

*Mr Firth's Director's fee increased from GBP25,000 per annum to GBP40,000 per annum on 28 April 2011 when he was elected as Chairman of the Board. Total Director's fee paid to Mr Firth during the year ended 31 December 2011 was GBP35,137.

**For the period to 31 March 2011, Mr Miller acted as non-executive Chairman of the Board and was entitled to an annual fee of GBP40,000.

 

Total Directors fees charged to the Group for the period ended 30 June 2012 amounted to GBP45,000 (31 December 2011: GBP85,659).  The total amount due and payable at the period end amounted to GBPnil (31 December 2011: GBPnil).

 

Under an employment contract (the "Employment Contract"), effective from 31 March 2011, Mr Miller became an Executive Director of the Company and is entitled to a fixed salary of GBP150,000 per annum (less applicable tax and social security contributions). Mr Miller's salary cost is included in the Consolidated Income Statement. The total salary cost for the period ended 30 June 2012 relating to Mr Miller amounted to GBP75,000 (31 December 2011: GBP118,394). In addition to the fixed salary referred to above, Mr Miller shall be entitled to a contractual bonus, details of which are available on the Company's website (www.glifund.com). In accordance with the Employment Contract the actual bonus amount paid to Mr Miller for any financial period is capped at a maximum of 0.3 per cent of the Company's Net Asset Value (adjusted pro rata for period less or more than one year) (the "Cap"). Any excess contractual bonus payable above this Cap shall be deferred and added to any contractual bonus payable (if any) in the next financial year. For the period ended 30 June 2012, the total contractual bonus cost relating to Mr Miller amounted to GBP444,365, of which £nil was physically paid during the period (31 December 2011: GBP325,901, of which £217,282 was physically paid and £108,619 deferred to the next financial year). The total amount due and payable at the period end relating to Mr Miller's contractual bonus amounted to GBP552,984 (31 December 2011: GBP108,619).

 

5.      (DEFICIT)/EARNINGS PER ORDINARY SHARE

(Deficit)/earnings per Ordinary Share has been calculated by dividing the (deficit)/profit attributable to Ordinary Shareholders of GBP(11,135,341) (31 December 2011: GBP3,224,992) by the weighted average number of Ordinary Shares outstanding during the period/year of 98,633,610 (31 December 2011: 97,671,029).  Fully diluted (deficit)/earnings per Ordinary Share has been calculated by dividing the (deficit)/profit attributable to Ordinary Share holders of GBP11,135,341 (31 December 2011: GBP3,224,992), by the weighted average number of Ordinary Shares outstanding during the period/year adjusted for the effects of all dilutive potential Ordinary Shares of 98,633,610 (31 December 2011: 97,671,029).

 

Basic earnings per Ordinary Share

Date


No. of shares



No. of days

Weighted average no. of shares

1/1/2012 & 30 June 2012

98,633,610



181




98,633,610










01/01/2011

87,300,000



31




7,414,520

31/01/2011

98,633,610



334




90,256,509

31/12/2011




365




97,671,029

 

Diluted earnings per Ordinary Share

Date


No. of shares



No. of days

Weighted average no. of shares

1/1/2012 & 30 June 2012

98,633,610



181




98,633,610










01/01/2011

87,350,000



31




7,418,767

31/01/2011

98,633,610



334




90,256,509

31/12/2011




365




97,675,276

 



Greenwich Loan Income Fund Limited

NOTES TO THE FINANCIAL STATEMENTS (continued)

For the six month period ended 30 June 2012

 

5.      (DEFICIT)/EARNINGS PER ORDINARY SHARE

 


30 June 2012

No. of shares


31 December 2011

No. of shares

Weighted average number of Ordinary Shares for the purposes of basic earnings per Ordinary Share

 

98,633,610


 

97,675,276

Effect of dilutive potential Ordinary Shares:




Share options

-


-

Weighted average number of Ordinary Shares for the purposes of diluted earnings per Ordinary Share

 

98,633,610


 

97,675,276

 

6.      FINANCIAL ASSETS AND LIABILITIES

 


Group

 

Group


Company


Company


30 June

2012

 

31 December 2011


30 June

2012


31 December 2011


GBP

 

GBP


GBP


GBP

Debt securities of listed companies

25,016,476

 

27,134,616


-


-

Debt securities of unlisted companies

156,298,084

 

153,318,147


1,964,979


3,811,155

Unlisted equity securities

3,965,796

 

8,351,992


763,990


939,330

Unlisted CLO equity securities

4,344,878

 

4,070,015


4,344,878


4,070,015

Unlisted warrant securities

438,826

 

389,427


438,826


389,427

Investment in subsidiary

-

 

-


37,377,853


61,888,602


190,064,060

 

193,264,197


44,890,526


71,098,529

Realised (loss)/gains recognised on financial assets and liabilities (1)

 

 

 





Realised (loss)/gain on investments at fair value through profit or loss

(1,546,239)

 

57,392


-


279,411

Realised gain on financial liabilities at amortised cost

-

 

1,489,252


-


1,489,252


(1,546,239)

 

1,546,644


-


1,768,664

Unrealised (loss)/gains recognised on financial assets and liabilities at fair value through profit or loss (2)

 

 

 





Unrealised (loss)/gain on financial assets investments at fair value through profit or loss

(10,128,062)

 

3,624,063


(1,697,254)


557,558

Unrealised loss on financial liabilities investments at fair value through profit or loss

(2,465,452)

 

(4,733,452)


-


-

Unrealised loss on financial liabilities investments at amortised cost

-

 

(116,499)


-


(116,499)


(12,593,514)

 

(1,225,888)


(1,697,254)


441,059

 


Group

 

Group


Company


Company


30 June

2012

 

31 December 2011


30 June

2012


31 December 2011


GBP

 

GBP


GBP


GBP

Opening cost of financial assets

154,646,906

 

126,552,111


12,569,424


8,332,912

Purchases

62,785,673

 

133,614,799


-


5,483,983

Transfers in*

-

 

9,628,687


-


311,960

Sales

(13,300,353)

 

(14,809,436)


-


(1,838,842)

Realised gain/(loss) of investments

(1,546,239)

 

57,392


-


279,411

Capital repayments

(41,011,156)

 

(100,396,647)


-


-

Cost of investments at period/year end

161,574,831

 

154,646,906


12,569,424


12,569,424

Unrealised gain/(loss) at period/year end

28,489,229

 

38,617,291


(5,056,751)


(3,359,497)

Closing value at period/year end

190,064,060

 

193,264,197


7,512,673


9,209,927

 

* On acquisition of AMIC subsidiary

 

(1)  For the period to 30 June 2012, the Group had a realised loss of GBP1,546,239 (year to 31 December 2011: GBP1,546,644 realised gain) which comprised a realised loss on investments of GBP1,546,239 (year to 31 December 2011: realised gain of GBP57,392 realised gain) and a realised gain on the sale of some of the CLO loan notes by the parent company, Greenwich Loan Income Fund Limited, of GBPnil (year to 31 December 2011: realised gain of GBP1,489,252).

Greenwich Loan Income Fund Limited

NOTES TO THE FINANCIAL STATEMENTS (continued)

For the six month period ended 30 June 2012

 

6.      FINANCIAL ASSETS AND LIABILITIES (continued)

 

(2)   For the period to 30 June 2012, the Group had an unrealised loss on financial assets and liabilities of GBP12,593,514 (year to 31 December 2011: GBP1,225,888 realised loss).  This is comprised of an unrealised loss on financial assets of GBP10,128,062 (year to 31 December 2011: GBP3,624,063 unrealised gain) and an unrealised loss on liabilities of GBP2,465,452 (year to 31 December 2011: GBP4,849,951 unrealised loss).

 

7.      INVESTMENT IN SUBSIDIARIES



Company


Company



30 June 2012


31 December 2011



GBP


GBP

Opening cost of investment in Subsidiaries


42,181,497


29,928,228

Additions at cost


-


12,253,269

Cost of investment in Subsidiaries at period/year end


42,181,497


42,181,497

Unrealised (loss)/gain*


(4,803,644)


19,707,105

Closing fair value of investment in Subsidiaries


37,377,853


61,888,602






Movement in unrealised loss on Subsidiaries


(24,510,479)


(6,819,931)

Movement in unrealised loss on financial assets at amortised cost


-


(116,499)

Movement in unrealised (loss)/gain on financial assets at fair value through profit or loss


(1,697,254)


557,558

Total movement in unrealised (loss)/gain


(26,208,003)


(6,378,872)

 

* See note 2(m)(iii) for details of the change in fair value measurement of the AMIC subsidiary during the period.

 

On 31 January 2011, the Company acquireda wholly owned subsidiary, AMIC, for a total consideration of GBP12,253,269. At the date of acquisition the fair value of AMIC's net assets was GBP12,969,481, resulting in a bargain gain of GBP716,212. This bargain gain was included in other income in the Consolidated Income Statement for the prior year. Post acquisition net profits of GBP2,880,211 (revenue: GBP5,194,752), relating to AMIC, were included in the Consolidated Income Statement for the year ended 31 December 2011. AMIC's net profits for the full 12 months to 31 December 2011, including both pre acquisition and post acquisition profits, amounted to GBP1,419,249 (revenue: GBP4,462,237).

 

Had the acquisition happened at the beginning of the prior year, the combined net revenues and net loss of the Company plus that of AMIC for the year ended 31 December 2011 would have been GBP7,405,748 and GBP2,176,387 respectively.

 

Company - year ended 31 December 2011

Net Assets




Bargain Purchase


Acquired


Consideration


Gain

Acquisition of AMIC by asset/liability class:

GBP


GBP


GBP

Investments at fair value through profit or loss

8,475,107


8,007,083


468,024

Cash and cash equivalents

4,421,045


4,176,900


244,145

Trade and other receivable

123,266


116,459


6,807

Trade and other payables

(49,937)


(47,173)


(2,764)

Total

12,969,481


12,253,269


716,212

 

In consideration for the AMIC acquisition, the Company paid cash of GBP9,051,525 and issued 11,333,610 shares for a total value of GBP3,201,745 or 28.25p per share (please see Note 11).

 

As disclosed in last year's annual financial statements, under the terms of the acquisition, the basic offer was based on a discounted Formula Asset Value of AMIC. This led to the Company acquiring, on consolidation, total net assets above the consideration amount and resulted in the bargain purchase gain.

 

Professional fees relating to the acquisition of AMIC in the prior year amounted to GBP235,972. These are included in the Income Statements within legal and professional fees.



Greenwich Loan Income Fund Limited

NOTES TO THE FINANCIAL STATEMENTS (continued)

For the six month period ended 30 June 2012

 

8.      TRADE AND OTHER RECEIVABLES


Group

 

Group


Company


Company


30 June

2012

 

31 December 2011


30 June

2012


31 December 2011


GBP

 

GBP


GBP


GBP

Accrued bank interest

4,911

 

1,124


2,635


-

Dividends receivable

-

 

395,374


-


-

Loan interest receivable

612,142

 

434,508


-


18,163

Security sales receivable

9,550

 

53,692


-


-

Prepaid expenses

19,955

 

60,001


19,955


49,713


646,558

 

944,699


22,590


67,876

 

(a)           The GBPnil (31 December 2010: GBP375,268) note receivable relates to a promissory note that was originally due for payment in 2009 from T2 Advisers, LLC, the Company's Investment Manager.  This note, which was subject to certain conditions, was signed on 5 December 2006 and was subject to interest of 8% per annum, compounded annually.  On 29 September 2009, it was agreed that payment on the promissory note be deferred (with interest ceasing to accrue from that date) until such time as the reduction in the aggregate fees paid by the Company to the Investment Manager, commencing 1 July 2010, is equal to the amount payable under the note, at which point the note will be cancelled. The note had been fully extinguished as at 31 December 2011.

 

(b)           During the year to 31 December 2009, the Company purchased some of the CLO loan notes from its subsidiary T2 Income Fund CLO I Ltd. At a Company level, the loan notes were designated as receivables held at amortised cost. These loan notes were sold to a third party in an arms length transaction during the prior year ended 31 December 2011 resulting a realised gain of GBP1,489,252.

 

9.      CASH AND CASH EQUIVALENTS


Group

 

Group


Company


Company


30 June

2012

 

31 December 2011


30 June

2012


31 December 2011


GBP

 

GBP


GBP


GBP

Call account

17,368,355

 

23,703,514


3,109,242


1,755,529

 

For the purposes of the Cash Flow Statement, the above items represent the year end cash and cash equivalents balances.

 

10.    TRADE AND OTHER PAYABLES


Group

 

Group


Company


Company


30 June

2012

 

31 December 2011


30 June

2012


31 December 2011

Current liabilities

GBP

 

GBP


GBP


GBP

Due to Subsidiary

-

 

-


71,245


71,996

Administrator's fees

30,230

 

48,240


25,602


31,036

Custodian's fees

-

 

3,750


-


3,750

Audit fees

22,877

 

55,100


20,377


32,200

Directors' fees

-

 

-


-


-

Executive Director's remuneration payable

563,636

 

336,292


563,636


336,292

Finance cost (1)

401,361

 

394,667


-


-

Security purchases payable

1,114,153

 

9,168,385


-


-

Other accruals

253,618

 

169,424


93,761


19,163


2,385,875

 

10,175,858


774,621


494,437

Non current liabilities

 

 

 





CLO loan notes at fair value through profit of loss*

137,774,505

 

135,309,055


-


-

 

* a reconciliation of the movements in CLO loan notes during the year is provided in Note 3.

 

(1) Interest on the loan notes is calculated on a weighted average interest rate of LIBOR plus 76 basis points.

 

The loan notes represent the indebtedness of the CLO. The CLO was created and the loan notes were issued as part of the Company's leveraging plan. On 19 July 2007, the loan notes were issued by the CLO in five tranches, Class A through E, and sold to third parties, as well as subordinated income loan notes which were issued to the Company at inception, representing the residual economic interest (i.e. the equity) in the CLO. The loan notes were issued in the total amount of US$309,050,000 with a twelve year term. In 2008, approximately US$380,000 of the Class A loan notes were repaid under the terms of the Indenture. The "Indenture" dated 19 July 2007 is among T2 Income Fund CLO I Ltd as the "Issuer", T2 Income Fund CLO I LLC as the "Co-Issuer" and The Bank of New York Mellon as the "Trustee".



Greenwich Loan Income Fund Limited

NOTES TO THE FINANCIAL STATEMENTS (continued)

For the six month period ended 30 June 2012

 

10.    TRADE AND OTHER PAYABLES (continued)

During June 2009, the Company purchased from third parties some of the loan notes of its subsidiary, T2 Income Fund CLO 1 Ltd.  Class B loan notes of par value US$1,137,000 and Class D loan notes of par value US$3,000,000 were purchased at a price of 0.435 and 0.1425 respectively.  The internally purchased loan notes were eliminated within the comparative year's consolidated financial statements for consolidation purposes. During the prior year ended 31 December 2011, the Company sold its holdings in the Class B loan notes of par value US$1,137,000 and Class D loan notes of par value US$3,000,000 to a third party at a price of 0.825 and 0.780 respectively.

 

11.    SHARE CAPITAL & SHARE PREMIUM

The Company has the power to issue an unlimited number of Ordinary Shares of no par value.

 

As at 30 June 2012 no share options remained unexercised (31 December 2011: nil),. Under IFRS2, the share options granted are measured at fair value at the grant date based on market prices.  On exercise of the share options the change in fair value is also recognised and expensed in the Consolidated Income Statement.  There was no share option expense for the period ended 30 June 2012 or the year ended 31 December 2011.

 

On 1 February 2011, following the acquisition of AMIC, the Company issued 11,333,610 new Ordinary Shares at a value of 28.25p, being the mid-market closing share price of a GLIF Ordinary Share on 25 October 2010, the business day prior to the acquisition indicative offer announcement.

 


Unaudited

 

Unaudited

 

Audited

Share Capital

30 June 2012

 

30 June 2011

 

31 December 2011

Ordinary Shares - nil par value

Shares in issue

 

Shares in issue

 

Shares in issue

Balance at start of the period/year

98,633,610

 

87,300,000

 

87,300,000

Issued during the period/year

-

 

11,333,610

 

11,333,610

Balance at end of the period/year

98,633,610

 

98,633,610

 

98,633,610

 


Unaudited

 

Unaudited

 

Audited


Period to

30 June 2012

 

Period to

30 June 2011

 

Year to

31 December 2011

Share Premium

GBP


GBP


GBP

Balance at start of the period/year

19,289,035


16,087,290


16,087,290

Issued during the period/year

-


3,201,745


3,201,745

Balance at end of the period/year

19,289,035


19,289,035


19,289,035

 

12.   NET ASSET VALUE PER ORDINARY SHARE

The net asset value per Ordinary Share is calculated by dividing the total net assets attributable to Ordinary Share holders at the period end of GBP67,918,593 (30 June 2011: GBP69,593,884 & 31December 2011: GBP72,427,497) by the Ordinary Shares in issue at the end of the period being 98,633,610 (30 June 2011 & 31 December 2011: 98,633,610).

 

13.    CASH GENERATED FROM OPERATIONS

 


Unaudited

 

Unaudited


Audited

Group

Period to

30 June 2012

 

Period to

30 June 2011


Year to

31 December 2011


GBP

 

GBP


GBP


 

 

 



(Deficit)/profit for the period/year

(11,135,341)

 

(3,072,780)


3,224,992

Adjustments for:

 

 

 



Net losses on financial assets and liabilities at fair value through profit or loss

14,139,753

 

4,864,137


1,051,997

Net gains on financial assets and liabilities at amortised cost

-

 

(1,372,753)


(1,372,753)

Dividend in specie

 

 

 


-

Changes in working capital:

 

 

 



Trade and other receivables

253,998

 

(678,005)


(105,946)

Trade and other payables

264,248

 

(39,371)


367,328

Cash inflow from operations

3,522,658

 

(298,772)


3,165,618



Greenwich Loan Income Fund Limited

NOTES TO THE FINANCIAL STATEMENTS (continued)

For the six month period ended 30 June 2012

 

13.    CASH GENERATED FROM OPERATIONS (continued)

 


Unaudited

 

Unaudited


Audited

Company

Period to

30 June 2012

 

Period to

30 June 2011


Year to

31 December 2011


GBP

 

GBP


GBP


 

 

 



Profit for the period/year

(22,911,187)

 

204,673


5,010,959

Adjustments for:

 

 

 



Net losses/(gains) on financial assets and liabilities at fair value through profit or loss

26,208,003

 

8,294,459


5,982,962

Net gains on financial assets and liabilities at amortised cost

-

 

(1,372,753)


(1,372,753)

Dividend in specie

-

 

-


(1,489,166)

Changes in working capital:

 

 

 



Trade and other receivables

45,286

 

(634,121)


435,201

Trade and other payables

280,184

 

(55,661)


270,818

Cash inflow from operations

3,622,286

 

6,436,597


8,838,021

 

14.    CONSOLIDATED SUBSIDIARY UNDERTAKINGS

Through its 100% ownership of the residual economic interest in T2 CLO and the ownership of 100% of the equity shares of AMIC, the Directors consider the following entities as wholly owned subsidiaries of the Company and their results and financial positions are included within the consolidated results of the Group.

 


Date of

incorporation

Country of

incorporation

Nature of

holding

Percentage holding

 

T2 CLO

 

11 October 2006

 

Cayman Islands

 

Income Notes

 

100%

 

AMIC

 

13 April 1994

 

United Kingdom

 

Equity Shares

 

100%

 

15.    SEGMENTAL REPORTING

Operating segments are reported in a manner consistent with the internal reporting used by the Investment Committee of the Investment Manager ("ICIM").  The ICIM is responsible for allocating resources and assessing performance of the portfolio, as well as making strategic investment decisions, subject to the oversight of the Board of Directors. The ICIM is responsible for the entire portfolio, including assets held at the Company level as well as the portfolios of its CLO and AMIC subsidiaries, and considers the business to have a single operating segment. Although T2 CLO and AMIC are legally distinct entities, investment allocation decisions are based upon an integrated investment strategy and performance is evaluated on an overall basis and therefore the Group is considered to be a single operating segment.

 

The vast majority of the Group's investment income arises from investments in entities incorporated in the US.  Approximately 99% of the Group's portfolio is based in the US with the remainder of investments being based in the UK and Luxembourg.  The Group has a highly diversified portfolio of investments and no single investment accounts for more than 10% of the Group's income.

 

The internal reporting provided to the ICIM for the Group's assets, liabilities and performance is prepared on a consistent basis with the measurement and recognition principles of IFRS.

 

There were no changes in reportable segments during the current or prior year.

 



Greenwich Loan Income Fund Limited

NOTES TO THE FINANCIAL STATEMENTS (continued)

For the six month period ended 30 June 2012

 

16.    RELATED PARTY TRANSACTIONS

The following transactions were carried out with related parties in addition to the related party transactions disclosed in note 4:


Unaudited

 

Unaudited


Audited

Group & Company

Period to

30 June 2012

 

Period to

30 June 2011


Year to 31 December 2011


GBP


GBP


GBP

Amounts incurred during the period/year to related parties






Fees to P Conroy as Chief Financial Officer to the Company

62,500


62,500


125,000

Fees to the Investment Manager, T2 Advisers, LLC

1,583,840


2,045,198


4,002,524

Reimbursement due to BDC Partners, LLC

-


23,048


58,775

Amounts due to related parties at the period/year end






Fees due to P Conroy as Chief Financial Officer to the Company

-


10,417


10,417

 

*please refer to note 4 for details of the reduction to the management fees payable during the prior year.

 

During the prior year, the Company acquired two investment holdings, both in Lombardia Capital Partners Inc, from AMIC for aggregated proceeds of GBP1.49 million.  On a consolidated basis this transaction had no net impact on the Group's Consolidated Statement of Financial Position.

 

Directors shareholdings in the Company

As at 30 June 2012, the Directors had the following beneficial interests in the Ordinary Shares of the Company:

 


30 June 2012

31 December 2011


No. of Ordinary Shares Held

% of total issued Ordinary Shares

No. of Ordinary Shares Held

% of total issued Ordinary Shares

Patrick Firth (Chairman)

100,000

0.10

100,000

0.10

Geoff Miller

812,627

0.82

812,627

0.82

Frederick Forni

-

-

-

-

James Carthew

175,000

0.18

175,000

0.18

 

At 30 June 2012, there were no unexercised share options for Ordinary Shares of the Company (31 December 2011: nil Ordinary Shares).

 

 

17.    COMMITMENTS AND CONTINGENCIES

There were no commitments or contingencies as at 30 June 2012 (31 December 2011: none).

 

18.    POST YEAR END EVENTS

 

Significant Portfolio Movements

Since the period end the Group has made the following investment purchases, these are detailed below:

 

Closing Date

Par Amount



Purchase Price


US$




US$

10/08/2012

3,500,000

Drew Marine

99.00

10/08/2012

2,000,000

National Vision

98.50

14/08/2012

6,000,000

Presidio

99.50

16/08/2012

333,333

National Vision

100.00

16/08/2012

333,333

National Vision

100.00

22/08/2012

2,000,000

Roundy's

99.00

*

2,462,327

Petco

100.25

22/08/2012

2,000,000

Rovi

96.50

17/08/2012

2,000,000

Alere

100.00

*

4,000,000

First Data

98.75

*

5,000,000

CYH

100.13

 

*At the date of release of these financial statements the closing date was not known.

 



Greenwich Loan Income Fund Limited

NOTES TO THE FINANCIAL STATEMENTS (continued)

For the six month period ended 30 June 2012

 

18.    POST YEAR END EVENTS (continued)

 

Significant Portfolio Movements (continued)

Since the period end the Group made the following sales:

 

Closing Date

Par Amount



Realised gain/(loss)


US$



US$

21/08/2012

1,000,000

Goodman

(2,795)

21/08/2012

1,000,000

Goodman

(5,142)

28/08/2012

1,607,143

Airvana

26,647

 

There were no other significant post period end events that require disclosure in these financial statements.

 



Greenwich Loan Income Fund Limited

PORTFOLIO OF THE GROUP

As at 30 June 2012


Principal

Fair Value

Fair Value

% of net

US$ Loans - debt securities of listed companies (31 December 2011: 37.46%)

Currency

US$

GBP

assets

Alere US Holdings LLC

4,962,500.0000

4,899,228

3,119,137

4.59%

Dean Foods

5,849,846.1200

5,746,011

3,658,249

5.39%

DG Fastchannel Inc

5,633,877.5600

5,549,369

3,533,055

5.20%

National Cinemedia

1,551,724.1300

1,546,883

984,837

1.45%

Neustar Inc

2,977,500.0000

2,975,654

1,894,476

2.79%

Roundy's Supermarkets Inc

4,987,500.0000

4,991,939

3,178,162

4.68%

Rovi Corp.

3,990,000.0000

3,935,138

2,505,340

3.69%

UniTek Global Services

5,925,000.0000

5,806,500

3,696,759

5.44%

Web.com Group Inc

3,873,333.6700

3,842,657

2,446,461

3.60%




25,016,476

36.83%






US$ Loans - debt securities of unlisted companies (31 December 2011: 211.69%)





Airvana Network Solutions Inc

1,607,142.8300

1,558,929

992,505

1.46%

Anchor Glass

3,680,516.1900

3,680,516

2,343,233

3.45%

Aramark Corp LC-1 US Term Loan Non-Extending

1,754,112.8300

1,738,221

1,106,653

1.63%

Aramark Corp LC-2 Term Loan B Extended

3,701,754.6300

3,668,217

2,335,403

3.44%

AVG Holding Cooperatief UA

5,250,000.0000

5,092,500

3,242,185

4.77%

Biomet Inc

4,935,233.1700

4,869,150

3,099,988

4.56%

Blue Coat Systems Inc

4,500,000.0000

4,477,500

2,850,640

4.20%

Blue Coat Systems Inc 2nd Lien

1,785,714.0000

1,785,714

1,136,891

1.67%

BNY ConvergEx Group LLC

1,125,000.0000

1,063,125

676,848

1.00%

CCC Information Services Inc

2,864,142.8600

2,850,710

1,814,930

2.67%

Corel

5,449,560.0800

5,422,312

3,452,163

5.08%

Diversified Machine

2,837,811.1400

2,639,164

1,680,247

2.47%

EIG Investor Corp

6,000,000.0000

5,925,000

3,772,203

5.55%

Embanet - Compass Knowledge Group Inc

3,723,958.1300

3,686,719

2,347,182

3.46%

First Data Corporation B-1

7,871,182.7000

7,571,763

4,820,630

7.10%

Getty Images

4,738,718.7400

4,743,410

3,019,934

4.45%

Global Tel Link Corp

7,236,250.0000

7,230,244

4,603,199

6.78%

Goodman Global Inc

5,598,997.5000

5,589,423

3,558,556

5.24%

Grede

5,000,000.0000

4,962,500

3,159,419

4.65%

HHI Holding LLC

4,443,772.6700

4,443,773

2,829,167

4.17%

Hoffmaster Group Inc - First Lien

4,987,470.5600

4,950,065

3,151,502

4.64%

Hoffmaster Group Inc - Second Lien

2,000,000.0000

1,970,000

1,254,218

1.85%

Immucor Inc

4,466,250.0000

4,482,998

2,854,140

4.20%

InfoNXX - 1st Lien

1,973,948.8100

1,929,535

1,228,455

1.81%

InfoNXX - 2nd Lien

3,000,000.0000

2,775,000

1,766,728

2.60%

Koosharem (Select Remedy) 2nd lien

9,000,000.0000

810,000

515,694

0.76%

Koosharem (Select Remedy) 2nd lien PIK

1,912,638.5500

172,137

109,593

0.16%

Lombardia Capital Partners Inc - Convertible Note

2,104,255.0000

2,104,255

1,339,692

1.97%

Mediacom TL-C

3,876,923.0800

3,715,062

2,365,227

3.48%

Mercury Payment Systems

1,980,000.3100

1,975,050

1,257,433

1.85%

Merrill Corp 2nd Lien

1,068,341.2200

648,131

412,638

0.61%

Mirion Technologies

2,493,750.0000

2,481,281

1,579,730

2.33%

Mold-Masters (2007) Limited

5,126,823.4000

5,088,372

3,239,557

4.77%

NAB Holdings LLC

6,000,000.0000

5,977,500

3,805,628

5.60%

National Healing Corporation

1,990,000.0000

1,980,050

1,260,616

1.86%

National Healing Corporation

3,500,000.0000

3,535,000

2,250,589

3.31%

Nextag Inc

5,114,538.3400

4,926,988

3,136,810

4.62%

Pegasus

7,307,705.2900

7,106,743

4,524,571

6.66%

Petco Animal Supplies

4,949,494.9500

4,904,949

3,122,779

4.60%

Philips Plastics Corporation

2,977,500.0000

2,947,725

1,876,695

2.76%

Physiotherapy Associates Holdings Inc

4,000,000.0000

3,966,680

2,525,422

3.72%

Plato Inc

5,000,000.0000

4,968,750

3,163,398

4.66%

Presidio Inc.

5,326,638.0600

5,339,955

3,399,729

5.01%

Protection One

6,982,500.0000

6,943,258

4,420,487

6.51%

Provo Craft

3,189,775.9900

1,116,422

710,780

1.05%

Sub-total debt securities of unlisted companies carried forward



 

108,114,087

 

159.18%

 

 

 





Greenwich Loan Income Fund Limited

PORTFOLIO OF THE GROUP (continued)

As at 30 June 2012








US$ Loans - debt securities of unlisted companies (continued)

Principal

Currency

Fair Value US$

Fair Value GBP

% of net assets






Sub-total debt securities of unlisted companies brought forward



 

108,114,087

 

159.18%

RBS Holding Company LLC

5,925,000.0000

3,555,000

2,263,322

3.33%

Renaissance Learning Inc

3,000,000.0000

3,015,000

1,919,526

2.83%

Securus Technologies - Tranche 1 Term Loan

1,980,000.0000

1,960,200

1,247,979

1.84%

Securus Technologies Inc 2nd Lien Tranche 1

3,600,000.0000

3,539,988

2,253,765

3.32%

Shearer's Foods

3,910,000.0000

3,655,850

2,327,529

3.43%

Shield Finance Loan

6,000,000.0000

5,902,500

3,757,879

5.53%

Ship Luxco

4,946,969.4000

4,935,839

3,142,445

4.63%

SkillSoft

2,932,570.0400

2,947,233

1,876,382

2.76%

SourceHov LLC

3,960,000.0000

3,707,550

2,360,444

3.48%

Sterling Infosystems Inc

2,750,000.0000

2,736,250

1,742,058

2.56%

Stratus Technologies 2nd Lien

6,553,020.6600

3,604,161

2,294,621

3.38%

Sunquest Holdings (Misys)

3,960,000.0000

3,936,913

2,506,470

3.69%

Syniverse Holdings Inc

4,000,000.0000

3,968,320

2,526,466

3.72%

Teleguam Holdings LLC

1,900,000.0000

1,857,250

1,182,435

1.74%

Teleguam Holdings LLC

2,812,500.0000

2,685,938

1,710,026

2.52%

Topps

8,490,379.9400

8,150,765

5,189,256

7.64%

US FT Holdco Inc

5,970,000.0000

5,945,105

3,785,004

5.57%

US TelePacific Corp

3,955,154.6500

3,638,742

2,316,637

3.41%

Vision Solutions

6,000,000.0000

5,940,000

3,781,753

5.57%




156,298,084

230.13%






Total Loans



181,314,560

266.96%




CLO Equity (31 December 2011: 5.62%)





GSC Group CDO VII Ltd

3,790,000.0000

3,032,000

1,930,350

2.84%

Halcoyn Structured Asset Management CLO

4,625,000.0000

3,792,500

2,414,529

3.56%

Total CLO Equity



4,344,878

6.40%






Equity (31 December 2011: 11.53%)





IFDC Ordinary Shares 2012

5,017.0000

1,046,715

1,046,715

1.54%

Provo Craft Holdings LLC

1,160.3467

35,000

22,283

0.03%

Stratus Technologies Bermuda Holdings Limited

775,631.8730

174,208

110,911

0.16%

Stratus Technologies Bermuda Limited

176,648.8226

1,025,792

653,080

0.96%

UI Acquisition Holding Co

10.6267

3,183,952

2,027,091

2.98%

UI Acquisition Holding Co

0.5542

166,048

105,716

0.16%

Total Equity



3,965,796

5.83%






Warrants (31 December 2011: 0.54%)





Koosharem - warrant

6,029.0000

-

-

-

Lombardia Capital Partners Inc - warrant to acquire 2.65% of common stock

 

1.0000

 

689,264

 

438,826

 

0.65%

Total warrants



438,826

0.65%






Total financial assets at fair value through profit or loss


 

 

 

190,064,060

 

279.84%






Cash balances



17,368,355

25.57%






Other net liabilities



(139,513,822)

(205.41%)






Net Assets Attributable to Equity Holders



67,918,593

100.00%

 

-Ends -


This information is provided by RNS
The company news service from the London Stock Exchange
 
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