7th Apr 2011 07:00
7 April 2011
Kubera Cross-Border Fund Limited
Annual Results for the year ended 31 December 2010
Kubera Cross-Border Fund Limited ("KUBC" or the "Fund") (LSE/AIM: KUBC) has issued its annual audited results for the year ended 31 December 2010.
Financial Highlights
·; Net asset value of the Fund as at 31 December 2010 of US$1.01 per share (US$1.07 per share as at 31 December 2009)
·; Distribution in October 2010 of US$ 30.73 million or US$ 0.28 per share, pro rata to all shareholders of the Fund in cash from the Fund's additional paid-in capital
·; Consolidated net investment loss for the year of US$7.02 million
·; Consolidated realized gain on investment in securities for the year of US$15.03 million
·; Consolidated unrealized gain on investments in securities for the year of US$18.69 million
Electronic and printed copies of the annual report will be sent to shareholders shortly. Copies of the report will be available, free of charge, from the offices of Grant Thornton UK LLP, 30 Finsbury Square, London EC2P 2YU, and will be available at the Fund's website www.kuberacrossborderfund.com.
About Kubera Cross-Border Fund Limited
Kubera Cross-Border Fund Limited is a closed-end investment company incorporated in the Cayman Islands and traded on the AIM market of the London Stock Exchange. The Fund makes private equity investments in cross-border companies, primarily in businesses that operate in the US-India corridor. The Fund's investment manager, Kubera Partners, brings a strong track record of investing in or managing such businesses. Several of the Fund's portfolio companies also benefit from business activities in the growing Indian domestic market. For further information on the Fund, please visit www.kuberacrossborderfund.com.
For more information contact:
Ramanan Raghavendran, Managing Partner
Kubera Partners, LLC (Investment Manager of Kubera Cross-Border Fund Limited)
Email: [email protected]
Numis Securities Limited (Broker)
David Benda, Director
Tel.:+44 (0) 20 7260 1275
Email: [email protected]
Grant Thornton Corporate Finance (Nominated Adviser)
Philip Secrett, Partner
Tel.: +44 (0) 20 7383 5100
Email: [email protected]
Disclaimer:
This announcement may contain certain forward-looking statements with respect to the financial condition, results of operations and business of the Fund and its portfolio companies. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the Fund or its portfolio companies' actual performance to be materially different from any future performance expressed or implied by such forward-looking statements. Such forward-looking statements are based on assumptions regarding the Fund and its portfolio companies present and future business strategies and the political and economic environment in which they operate. Reliance should not be placed on these forward-looking statements, which reflect the view of Kubera Partners, LLC as of the date of this release only.
CHAIRMAN'S STATEMENT
On behalf of the Board of Directors, I am pleased to present the audited financial statements of Kubera Cross-Border Fund Limited ("KUBC" or the "the Fund"), for the year ended 31 December 2010.
Review
In 2010, the Indian economy emerged swiftly from the slowdown caused by the global financial crisis of 2007-09. With growth in 2009-10 at 8.0% and estimated at 8.6% in 2010-11, the recovery has been strong.
The Fund has made nine investments since launch and is fully invested. Eight of these investments are in companies that are domiciled in India. Two investments were fully realised last year.
The Fund's audited net asset value per share ('NAV') decreased by 6% from US$1.07 to US$1.01 between 31 December 2009 and 31 December 2010. After adjusting for distribution of US$0.28 per share in October 2010, this represents a year on year increase of 21% and a 34% gain since admission to trading on AIM on 27 December 2006. In addition, the Fund's share price increased by 20% from US$0.60 as at 31 December 2009 to US$0.72 as at 31 December 2010. The discount of the Fund's share price to NAV narrowed from 44% as at 31 December 2009 to 29% as at 31 December 2010. The discount has further narrowed to 22% as at 31 March 2011.
Realizations
During 2010, the Fund sold its position in two portfolio companies. In March 2010, the Fund sold its interest in Infotech Enterprises, with proceeds to the Fund of US$1.9 million. As announced in August 2010, the Fund received US$30.7 million from the sale of Venture Infotek.
While the global economic crisis has extended the timelines for future realizations, the Manager actively evaluates, on an ongoing basis, partial or complete realisations of investments and remains optimistic about the prospects that attractive returns will be generated.
Outlook
The Fund's portfolio companies, for the most part, are delivering strong performance and have recovered well from the financial crisis.
Additional information can be found in the Manager's Report in this document. Further detailed information on investments, quarterly net asset values and other material events relating to the Fund are available through news releases made to the London Stock Exchange available on www.londonstockexchange.co.uk under ticker KUBC and through the Fund's website at www.kuberacrossborderfund.com.
Martin M. Adams
Chairman
INVESTMENT MANAGER'S REPORT
India Economic Review
2010 saw the Indian economy recover strongly, with GDP growth for FY 2010-11 expected to be over 8.5%. While some clouds such as high inflation linger, a sequenced and gradual withdrawal of the monetary accommodation is helping ease such pressures. Though downside risks of global events, particularly movement in prices of commodities like crude oil (exacerbated by political turmoil in the Middle East) remain, the Indian economy is poised to further improve and consolidate its position.
Portfolio Highlights
The Fund's portfolio completed the year with two realizations.
In March 2010, the Fund has sold its interest in Infotech Enterprises, generating a gross IRR of 70% and a multiple of 2.2x, with proceeds to the Fund of US$1.9 million. The Fund returned the net investment proceeds to shareholders, in the form of a buyback of shares at market prices.
In August 2010, Venture Infotek was sold to a strategic buyer. Net distributions to the Fund amount to US$0.40 per share. This compares with the buyback-adjusted cost basis of US$0.15 per share for shareholders in the original placing, or a 2.7x multiple. At closing, the Fund received distributions equal to US$0.28 per share, which were distributed to shareholders in October 2010, by way of a capital distribution.
The Venture Infotek exit validated the Manager's investment philosophy of focusing on market leaders in emerging sectors as that allows for multiple exit paths, taking sizeable equity positions to influence such outcomes, and backing strong incumbent management teams.
Portfolio Performance
The Fund's audited NAV as at 31 December 2010 was US$1.01. After adjusting for the distribution of US$0.28 per share in October 2010, the NAV represents a 21% increase compared to the US$ 1.07 audited NAV as of the end of 2009. The increase in NAV is primarily on account of the realization of Venture Infotek, and from valuation adjustments, which are reviewed and approved by the audit committee of the Fund, solely comprising of independent directors.
The existing portfolio companies have demonstrated strong operating performance during 2010, considering that most companies lost 18-24 months of momentum during the economic downturn.
The Manager evaluates realisation decisions in conjunction with management teams of the portfolio companies who are also substantial owners. The Manager's decision is influenced by operating performance, a leadership position, global strategic interest in the sector, among several variables.
Conclusion
We are pleased to observe that the majority of our portfolio continues to show growth, profitability and momentum. Given this performance, we are optimistic about the ultimate outcome.
Kubera Partners LLC
Investment Manager
KUBERA CROSS-BORDER FUND LIMITED | ||||||||
Consolidated statement of assets and liabilities | ||||||||
As at 31 December 2010 | ||||||||
(Stated in United States Dollars) | ||||||||
Notes | 2010 | 2009 | ||||||
Assets | ||||||||
Investments in securities (other than warrants), at fair value | 2(c) | 97,932,814 | 101,940,509 | |||||
Unquoted warrants, at fair value | 2(d) | 6,280 | 39,371 | |||||
Loans to portfolio companies | 2 (f), 11 | 5,000,000 | 3,343,200 | |||||
Cash and cash equivalents | 2(h),6 | 17,200,260 | 23,176,529 | |||||
Interest and dividend receivable | 138,476 | 307,231 | ||||||
Prepaid expenses | 83,061 | 139,814 | ||||||
Total assets | 120,360,891 | 128,946,654 | ||||||
Liabilities | ||||||||
Audit fees payable | 84,000 | 73,000 | ||||||
Accounts payable | 383,720 | 16,742 | ||||||
Tax liability (net) | 2(j),8 | - | 235 | |||||
Total liabilities | 467,720 | 89,977 | ||||||
Net assets | 119,893,171 | 128,856,677 | ||||||
Analysis of net assets | ||||||||
Capital and reserves | ||||||||
Share capital | 7 | 1,097,344 | 1,119,044 | |||||
Additional paid-in capital | 7 | 117,373,109 | 149,737,069 | |||||
Accumulated deficit | (7,718,409) | (31,342,587) | ||||||
110,752,044 | 119,513,526 | |||||||
Non-controlling interest | 9 | 9,141,127 | 9,343,151 | |||||
9,141,127 | 9,343,151 | |||||||
Total shareholders' interests | 119,893,171 | 128,856,677 | ||||||
Net asset value per share | 1.09 | 1.15 | ||||||
The accompanying notes form an integral part of these consolidated financial statements.
| ||||||||
KUBERA CROSS-BORDER FUND LIMITED | ||||||||||||
Consolidated schedule of investments | ||||||||||||
As at 31 December 2010 | ||||||||||||
2010 | 2009 | |||||||||||
(Stated in United States Dollars) | ||||||||||||
Name of the Entity | Industry | Country | Instrument | Number | Fair | % of | Number | Fair | % of | |||
of shares | Cost | value | net assets | of shares | Cost | value | net assets | |||||
Investments in securities (other than warrants) | ||||||||||||
NeoPath Limited (Previously known as Venture Infotek Limited) | Investment holding company | Mauritius | Equity shares | 134,112,451 | - | 17,191,062 | 14.34% | |||||
Preferred shares | - | - | - | 134,112,451 | 21,745,286 | 29,432,631 | 22.84% | |||||
- | 17,191,062 | 14.34% | 21,745,286 | 29,432,631 | 22.84% | |||||||
Adayana, Inc. | Education | United States of America | Series A (2007) convertible participating preferred stock | 3,750,000 | 15,000,000 | 19,561,905 | 16.32% | 3,750,000 | 15,000,000 | 13,330,575 | 10.35% | |
Series B (2007) convertible preferred stock | 1,250,000 | 5,000,000 | 7,179,942 | 5.99% | 1,250,000 | 5,000,000 | 6,951,677 | 5.39% | ||||
Common stock | 16,667 | 50,001 | 20,275 | 0.02% | 16,667 | 50,001 | - | 0.00% | ||||
20,050,001 | 26,762,122 | 22.33% | 20,050,001 | 20,282,252 | 15.75% | |||||||
Essel Shyam Communication Limited | Media services | India | Compulsorily convertible preference shares | 5,555,056 | 12,208,914 | 15,727,113 | 13.12% | 5,555,056 | 12,208,914 | 14,683,941 | 11.40% | |
Equity shares | 1,125,315 | 2,473,220 | 3,185,919 | 2.66% | 1,125,315 | 2,473,220 | 2,974,598 | 2.31% | ||||
14,682,134 | 18,913,032 | 15.77% | 14,682,134 | 17,658,539 | 13.71% | |||||||
Ocimum Biosolutions (India) Limited | Life sciences | India | Compulsorily convertible preference shares | 3,818,162 | 14,000,000 | 5,546,203 | 4.63% | 3,818,162 | 14,000,000 | 6,567,785 | 5.10% | |
Equity shares | 1,000 | 3,667 | 1,452 | 0.00% | 1,000 | 3,667 | 1,720 | 0.00% | ||||
14,003,667 | 5,547,655 | 4.63% | 14,003,667 | 6,569,505 | 5.10% | |||||||
Greenearth Education Limited (Previously known as Kejriwal Stationery Holdings Limited) | Stationery products | India | Convertible redeemable preference shares | 455,172 | 20,000,000 | 2,269,672 | 1.89% | 455,172 | 20,000,000 | 2,915,453 | 2.26% | |
20,000,000 | 2,269,672 | 1.89% | 20,000,000 | 2,915,453 | 2.26% | |||||||
GSS Infotech Limited (Previously known as GSS America Infotech Limited) | IT infrastructure | India | Equity shares | 1,000,000 | 10,225,274 | 4,415,715 | 3.68% | 1,000,000 | 10,225,274 | 6,282,644 | 4.88% | |
10,225,274 | 4,415,715 | 3.68% | 10,225,274 | 6,282,644 | 4.88% | |||||||
Synergies Castings Limited | Automotive components | India | Compulsorily convertible cumulative preference shares | 5,333,334 | 10,000,000 | 9,168,602 | 7.65% | 5,333,334 | 10,000,000 | 7,375,162 | 5.72% | |
Equity shares | 7,076,298 | 11,333,556 | 12,164,954 | 10.15% | 5,936,298 | 11,308,670 | 8,208,966 | 6.37% | ||||
21,333,556 | 21,333,556 | 17.80% | 21,308,670 | 15,584,128 | 12.09% | |||||||
Spark Capital Advisors (India) Private Limited | Financial services | India | Convertible preference shares | - | - | - | - | 55,000 | 1,497,849 | 1,497,849 | 1.16% | |
Equity shares | 55,079 | 1,500,000 | 1,500,000 | 1.25% | 79 | 2,151 | 2,151 | 0.00% | ||||
1,500,000 | 1,500,000 | 1.25% | 1,500,000 | 1,500,000 | 1.16% | |||||||
Infotech Enterprises Limited | Engineering services | India | Equity shares | - | - | - | - | 260,000 | 951,168 | 1,715,357 | 1.33% | |
Total investments in securities (other than warrants) | 101,794,632 | 97,932,814 | 81.70% | 124,466,200 | 101,940,509 | 79.1% | ||||||
Investments in securities (Unquoted warrants) | ||||||||||||
Adayana, Inc. | Education | United States of America | Convertible to common stock | 83,580 | 16,800 | 6,280 | 0.01% | 83,580 | 16,800 | - | 0.00% | |
Essel Shyam Communication Limited | Media services | India | Convertible to compulsorily convertible preference shares | - | - | - | 0.00% | 1,316,749 | - | 34,864 | 0.03% | |
Spark Capital Advisors (India) Private Limited | Financial services | India | Convertible to convertible preference shares | - | - | - | 0.00% | 61,199 | - | 4,507 | 0.00% | |
Total unquoted warrants | 16,800 | 6,280 | 0.01% | 16,800 | 39,371 | 0.03% | ||||||
The accompanying notes form an integral part of these consolidated financial statements. |
KUBERA CROSS-BORDER FUND LIMITED | |||||||
Consolidated statement of operations | |||||||
for the year ended 31 December 2010 | |||||||
(Stated in United States Dollars) | |||||||
Notes | Year ended | Year ended | |||||
31 December 2010 | 31 December 2009 |
| |||||
Investment income | |||||||
Interest | 12 | 682,596 | 539,423 | ||||
Dividends | 254,449 | 40,093 | |||||
Other income | 61,807 | 9,469 | |||||
998,852 | 588,985 | ||||||
Expenses | |||||||
Investment management fee | 3,10 | 3,896,420 | 3,896,420 | ||||
Carried interest | 2(n), 3, 10 | 2,874,197 | - | ||||
Professional fees | 378,382 | 246,957 | |||||
Insurance | 142,066 | 144,070 | |||||
Directors' fees | 5 | 138,946 | 133,929 | ||||
Administration fees | 43,251 | 24,027 | |||||
License fees | 20,447 | 19,273 | |||||
Custodian fees | 10,399 | 28,288 | |||||
Brokerage | 182,534 | 49,345 | |||||
Other expenses | 332,186 | 432,786 | |||||
8,018,828 | 4,975,095 | ||||||
Net investment loss before tax | (7,019,976) | (4,386,110) | |||||
Taxation | 2(i),8 | - | 1,818 | ||||
Net investment loss after tax | (7,019,976) | (4,387,928) | |||||
Realised and unrealised gain /(loss) on investment transactions | |||||||
Unrealised gain on investments in securities | 2(c) | 18,692,863 | 15,965,689 | ||||
Unrealised loss on investments in warrants | 2(c) | (39,371) | - | ||||
Realised gain on investments in securities | 2(c) | 15,029,191 | - | ||||
33,682,683 | 15,965,689 | ||||||
Net increase in net assets resulting from operations | 26,662,707 | 11,577,761 | |||||
Non-controlling interest | 3,038,529 | 1,451,484 | |||||
Equity holding of parent | 23,624,178 | 10,126,277 | |||||
26,662,707 | 11,577,761 | ||||||
The accompanying notes form an integral part of these consolidated financial statements. |
| ||||||
KUBERA CROSS-BORDER FUND LIMITED | |||||||||||
Consolidated statement of changes in net assets | |||||||||||
for the year ended 31 December 2010 | |||||||||||
(Stated in United States Dollars) | |||||||||||
Share | Additional | Accumulated | Non-controlling | Total | |||||||
capital | paid-in capital | deficit | interest | ||||||||
As at 1 January 2009 | 1,529,027 | 174,327,086 | (41,468,864) | 7,818,000 | 142,205,249 | ||||||
Issued / capital contribution during the year | - | - | - | 73,668 | 73,668 | ||||||
Repurchased during the year (refer Note 7) | (409,983) | (24,590,017) | - | - | (25,000,000) | ||||||
Net increase in net assets resulting from operations | - | - | 10,126,277 | 1,451,483 | 11,577,760 | ||||||
As at 31 December 2009 | 1,119,044 | 149,737,069 | (31,342,587) | 9,343,151 | 128,856,677 | ||||||
As at 1 January 2010 | 1,119,044 | 149,737,069 | (31,342,587) | 9,343,151 | 128,856,677 | ||||||
Repurchased during the year (refer Note 7) | (21,700) | (1,638,350) | - | - | (1,660,050) | ||||||
Capital contribution | - | - | - | 472,593 | 472,593 | ||||||
Capital distribution | - | (30,725,610) | - | (3,713,147) | (34,438,757) | ||||||
Net increase in net assets resulting from operations | - | - | 23,624,178 | 3,038,530 | 26,662,708 | ||||||
As at 31 December 2010 | 1,097,344 | 117,373,109 | (7,718,409) | 9,141,127 | 119,893,171 | ||||||
The accompanying notes form an integral part of these consolidated financial statements. |
KUBERA CROSS-BORDER FUND LIMITED | ||||||
Consolidated statement of cash flows | ||||||
for the year ended 31 December 2010 | ||||||
(Stated in United States Dollars) | ||||||
Year ended | Year ended | |||||
31 December 2010 | 31 December 2009 |
| ||||
Operating activities | ||||||
Net increase / (decrease) in net assets resulting from operations | 26,662,707 | 11,577,761 | ||||
Adjustments to reconcile net increase in net assets resulting from operations |
| |||||
to net cash used in operating activities | ||||||
Movement in net unrealised gain on investments in securities (including warrants) | (18,653,492) | (15,965,689) | ||||
Realised gain on investments in securities | (15,029,191) | - | ||||
Purchase of securities | (24,886) | (5,420) | ||||
Sale of investments in securities | 37,748,356 | - | ||||
Change in operating assets and liabilities: | ||||||
Loans given during the period | (5,000,000) | (2,216,580) | ||||
Repayment of loans given | 3,343,200 | |||||
Decrease in other assets | 225,508 | (193,783) | ||||
Increase in current liabilities | 377,978 | (34,390) | ||||
Decrease in tax liability | (235) | (1,227) | ||||
29,649,945 | (6,839,328) | |||||
Financing activities | ||||||
Shares repurchased during the year | (1,660,050) | (25,000,000) | ||||
Capital distribution | (30,725,610) | - | ||||
Capital contribution by non-controlling interest shareholders | 472,593 | - | ||||
Capital distribution to non-controlling interest shareholders | (3,713,147) | 73,668 | ||||
(35,626,214) | (24,926,332) | |||||
Net change in cash and cash equivalents during the year | (5,976,269) | (31,765,660) | ||||
Cash and cash equivalents at beginning of year | 23,176,529 | 54,942,189 | ||||
Cash and cash equivalents at end of year | 17,200,260 | 23,176,529 | ||||
The accompanying notes form an integral part of these consolidated financial statements. |
|
KUBERA CROSS-BORDER FUND LIMITED
Notes to the consolidated financial statements
for the year ended 31 December 2010
Stated in United States Dollars
1. Organization and principal activity
Kubera Cross-Border Fund Limited (the "Fund") was incorporated in the Cayman Islands on 23 November 2006 as an exempted company with limited liability.
The Fund is a closed-end investment company trading on Alternative Investment Market (AIM), a market operated by the London Stock Exchange plc. The Fund makes private equity investments in cross-border companies, primarily in businesses that operate in the US-India corridor.
The Fund is managed by Kubera Partners, LLC (the "Investment Manager"). The Investment Manager is responsible for the day-to-day management of the Fund's investment portfolio in accordance with the Fund's investment objective and policies.
The Fund is a Limited Partner in Kubera Cross-Border Fund LP (the "Partnership"), an exempted limited partnership formed on 28 November 2006, in accordance with the laws of the Cayman Islands. The primary business of the Partnership is to invest in, purchase and sell investments for the purpose of carrying out an investment strategy that is consistent with the strategy described in the Admission Document and Offering Memorandum of the Fund.
Kubera Cross-Border Fund (GP) Limited, a company incorporated under the laws of the Cayman Islands and a wholly owned subsidiary of the Fund, serves as the General Partner of the Partnership.
The Partnership holds 100% ownership in Kubera Cross-Border Fund (Mauritius) Limited ("Kubera Mauritius"), a company incorporated in Mauritius. The primary business of Kubera Mauritius Limited is to carry on business as an investment holding company.
Kubera Mauritius holds 100% ownership in New Wave Holdings Limited, a company incorporated in Mauritius. The primary business of New Wave Holdings Limited is to carry on business as an investment holding company.
2. Significant accounting policies
The significant accounting policies are as follows:
a. Basis of preparation
The consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States of America (US GAAP). US GAAP requires the management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements, the results of operations during the reporting period and the reported amounts of increases and decreases in net assets from operations during the reporting period. Significant estimates and assumptions are used for, but not limited to, accounting for the fair values of investments in portfolio companies. Management believes that the estimates made in the preparation of the consolidated financial statements are prudent and reasonable. Actual results could differ from those estimates. Changes in estimates are reflected in the financial statements in the period in which the changes are made and if material, these effects are disclosed in the notes to the consolidated financial statements.
The measurement and presentation currency of the consolidated financial statements is the United States dollar rather than the local currency of the Cayman Islands reflecting the fact that subscriptions to and redemptions from the Fund are made in United States dollars and the Fund's operations are primarily conducted in United States dollars.
b. Basis of consolidation
The consolidated financial statements include the accounts of the Fund and its wholly owned subsidiary, Kubera Cross-Border Fund (GP) Limited and its majority owned subsidiaries, Kubera Cross-Border Fund LP, Kubera Cross-Border Fund (Mauritius) Limited and New Wave Holdings Limited (together referred to as the 'Group'). All material inter-company balances and transactions have been eliminated.
c. Valuation, security transactions and income
Substantially all securities are held in custody by the Hong Kong & Shanghai Banking Corporation Limited. Security transactions are recorded on the trade date basis. Interest is recorded on period proportionate basis and dividends are accounted when right to receive dividend is established. The Fund uses the weighted average cost method to determine the realized gain or loss on sale of investments.
Investments are recorded at estimated fair value (as discussed herein).
Investments are recorded at estimated fair value as at the balance sheet date. The Fund follows ASC 820 "Fair Value Measurements and Disclosures" which defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements.
Fair value of an investment is the amount that would be received to sell the investment in an orderly transaction between market participants at the measurement date (i.e. the exit price).
ASC 820 establishes a hierarchical disclosure framework which prioritizes and ranks the level of market price observability used in measuring investments at fair value. Market price observability is impacted by a number of factors, including the type of investment and the characteristics specific to the investment. Investments with readily available active quoted prices or for which fair value can be measured from actively quoted prices generally will have a higher degree of market price observability and a lesser degree of judgment used in measuring fair value.
Investments measured and reported at fair value are classified and disclosed in one of the following categories:
Level I - Quoted prices are available in active markets for identical investments as of the reporting date. The type of investments included in Level I are publicly traded equity securities and are valued at the last sales price on a national securities exchange on the valuation date. As required by ASC 820, the Fund does not adjust the quoted price for these investments even in situations, if any, where the Fund holds a large position and a sale could reasonably impact the quoted price.
Level II - Pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date, are valued at prices for similar assets or liabilities in markets that are not active, or determined through the use of models or other valuation methodologies. Investments which are generally included in this category are publicly traded equity securities with restrictions and derivative contracts.
Level III - Pricing inputs are unobservable and include situations where there is little, if any, market activity for the investment. Fair value for these investments is determined using valuation methodologies that consider a range of factors, including but not limited to the price at which the investment was acquired, the nature of the investment, local market conditions, trading values on public exchanges for comparable securities, current and projected operating performance and financing transactions subsequent to the acquisition of the investment. The inputs into the determination of fair value require significant management judgment. Due to the inherent uncertainty of these estimates, these fair value estimates may differ materially from the values that would have been used had a ready market for these investments existed. Investments that are included in this category generally are privately held debt and equity securities.
In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an investment's level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The Investment Manager's assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the investment.
Fund's valuation policy
Securities listed on a stock exchange or traded on any other regulated market are valued at the last closing price on such exchange or market or, if no such price is available, at the mean of the bid and asked price on such day. If there is no such price or such market price is not representative of the fair market value of any such security, then the security is valued based on quotations readily available from principle-to-principle markets, financial publications, or recognized pricing services, or a good faith estimate of fair value is made in accordance with US GAAP.
If a security is listed on several stock exchanges or markets, the last closing price on the stock exchange or market which constitutes the main market for such security is used.
A discount from values of actively traded securities is taken for holdings of securities when there is a formal restriction that limits sale of the securities. Discounts for restricted equity securities from their market price range from 0% to 30%. When determining a discount to actively traded restricted securities, factors taken into consideration include the investee company's trading characteristics, the Fund's ability to sell its position when the restriction expires, and the term of the restriction. The adjustment of the discount depends on the duration of the restriction.
In the event that a listed security has no such price or the market price is not representative of the fair market value, the security has limited marketability, or the security is unlisted, its fair value is determined by the Investment Manager, taking into account forward market comparable multiples, trailing market comparable multiples, transaction multiples, and discounted cash flow models. Inputs include trading values on public exchanges for comparable securities, historic, current and projected operating performance, and financing transactions subsequent to the acquisition of the investment. A discount of up to 10% is taken for holdings in securities where there is a risk associated with a lack of liquidity or marketability. A revaluation of these securities is accepted by the Fund only upon majority approval of the independent directors of the Fund.
The following table summarizes the valuation of the Fund's investments based on the above ASC 820 fair value hierarchy levels as of 31 December 2010.
Total
| Level I | Level II | Level III | |
Investments in securities Investment in warrants | 97,932,814 6,280 | 4,415,715 - | - - | 93,517,099 6,280 |
|
|
|
| |
Total | 97,939,094 | 4,415,715 | - | 93,523,379 |
|
|
|
|
The changes in the investments classified as Level III are as follows:
Balance at 1 January 2010 | 93,981,879 |
Purchases during the year | 24,886 |
Sale proceeds received during the year | (35,709,860) |
Transfers in (out of) Level III | - |
Realized gains for the year | 13,941,863 |
Unrealized gains for the year (including warrants) | 21,284,611 |
Balance at 31 December 2010 | 93,523,379 |
Unrealized gains included in earnings relating to investments held at 31 December 2010 | 21,284,611 |
The following table summarizes the valuation of the Fund's investments based on the above ASC 820 fair value hierarchy levels as of 31 December 2009.
Total | Level I | Level II | Level III | |
Investments in securities Investment in warrants | 101,940,509 39,371 | 7,998,001 - | - - | 93,492,508 39,371 |
|
|
|
| |
Total | 101,979,880 | 7,998,001 | - | 93,981,879 |
|
|
|
|
The changes in the investments classified as Level III are as follows:
Balance at 1 January 2009 | 82,945,129 |
Purchases during the year | 5,420 |
Sale proceeds received during the year | - |
Transfers in (out of) Level III | - |
Realized gains for the year | - |
Unrealized gains for the year | 11,031,330 |
Balance at 31 December 2009 | 93,981,879 |
Unrealized gains included in earnings relating to investments held at 31 December 2009 | 11,031,330 |
Total realized and unrealized gains and losses, if any, recorded for the Level III investment is reported in net realized gain (loss) on investments in securities and net change in unrealized gain (loss) on investments in securities respectively, in the statement of operations.
Gains and losses from investments, including those that result from foreign currency changes, are recorded in the consolidated statement of operations under net realized gains and losses on investments and net change in unrealized gains and losses on investments.
d. Unquoted warrants
Unquoted warrants have been recorded at fair value. Changes in fair value are reported in net change in unrealized gain / (loss) on investments in securities, in the consolidated statement of operations.
Unquoted warrants are derivative instruments which do not have an active quoted market price. The fair value of the warrants at 31 December 2010 is estimated, using the Black-Scholes model, taking into account the terms and conditions upon which the warrants were granted.
e. Buy back
The Fund has repurchased its shares by allocating the excess of repurchase price over par value against additional paid-in capital.
f. Loans
Loans are reported at their outstanding principal balances.
g. Foreign currency translation
The Fund's accounting records are maintained in U.S. dollars as follows: (1) the foreign currency market value of investments and other assets and liabilities denominated in foreign currency are translated at the prevailing exchange rate at the end of the period; and (2) purchases and sales, income and expenses are translated at the prevailing exchange rate on the respective date of such transactions. The resulting net foreign currency gain / (loss) is included in the consolidated statement of operations.
The Fund does not generally isolate that portion of the results of operations arising as a result of changes in the foreign currency exchange rates from the fluctuations arising from changes in the market prices of securities. Accordingly, such foreign currency gain / (loss) is included in net realized and unrealized gain / (loss) on investments.
h. Cash and cash equivalents
Cash and cash equivalents represent amounts held with the Fund's and its subsidiaries' bank accounts and deposits held with banks having original maturity for a period of less than or equal to three months.
i. Related parties
Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions.
j. Income taxes
The current charge for income taxes is calculated in accordance with the relevant tax regulations applicable to the Fund and its subsidiaries. Deferred tax assets and liabilities are recognized for future tax consequences attributable to temporary differences between the consolidated financial statements carrying amount of existing assets and liabilities and their respective tax bases and operating loss carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the consolidated statement of operations in the period that includes the enactment date. The measurement of deferred tax assets is reduced, if necessary, by a valuation allowance for any tax benefits of which future realization is not more likely than not.
k. Expenses
The Fund bears its own expenses on an accrual basis including, but not limited to organisational costs, brokerage, custody, legal, accounting, audit and other operating and administrative expenses.
l. Fair value of financial instruments
The Fund's investments are accounted as described in Note 2(c) and 2(d). The Fund's financial instruments include other current assets, accounts payable and accrued expenses, which are realizable or to be settled within a short period of time. The carrying amounts of these financial instruments approximate their fair values.
m. Management fees
The Investment Manager is entitled to receive an aggregate investment management fee of 2 per cent per annum of the Fund's net asset value, to be paid quarterly in advance based on the published net asset value of the Fund of the previous quarter or an amount which is agreed by the Board of Directors of the Fund.
n. Carried interest
Under the terms of the Partnership Agreement, Kubera Cross-Border Incentives SPC - Carried Interest SP, the Special Limited Partner of the Partnership is entitled to receive a carried interest from the Partnership equivalent to 20 per cent, of the aggregate return over investment received by the Partnership following the full or partial cash realization of an investment.
The payment of the carried interest is conditional upon the last announced net asset value of the Fund prior to the date of a distribution as adjusted by adding back the value of any income or capital distributions made by the Fund to its shareholders, being equal to or greater than the Par Value. In addition, the carried interest payment will be adjusted, up or down, by such amount as is required to achieve the position that, following such distribution, the aggregate cumulative amount of carried interest paid at the date of such distribution will equal 20 per cent, of the eligible carried interest proceeds (being the net realised gains of the Partnership to the date of such distribution reduced by the net unrealised losses). Eligible carried interest proceeds may not be less than zero.
3. Management fees and carried interest
Management fees
On 8 December 2008, the Board of Directors of the Fund fixed the management fees for the twenty four month period beginning 1 January 2009 and ending on 31 December 2010 at a fixed quarterly payment of US$ 974,105. For the year ended 31 December 2010, investment management fees totalled US$ 3,896,420 (31 December 2009: US$ 3,896,420).
Carried interest
For the year ended 31 December 2010, carried interest totalled US$ 2,874,197 (31 December 2009: Nil).
4. Sale of investments held by NeoPath Limited
On 25 August 2010, NeoPath Limited (formerly Venture Infotek Limited), a portfolio company, has sold its 100% holding in Venture Infotek Global Private Limited, its wholly owned subsidiary to Atos Origin (Singapore) Pte Limited (Atos), a company incorporated and resident in Singapore, for a consideration of US$ 110 million. As part of the terms of the share purchase agreement, US$ 69.04 million was paid to NeoPath Limited.
On 21 September 2010, NeoPath Limited declared a dividend of US$ 0.26 per share amounting to US$ 60.51 million, out of which US$ 35.71 million was distributed as dividend to New Wave Holdings Limited. Out of this distribution, New Wave Holdings Limited has credited USD 21.77 million towards the cost of investment in NeoPath Limited and the balance of USD 13.94 million has been recorded as realized gain on sale of investment. Thus, as at 31 December 2010, the cost of investment in NeoPath Limited is Nil. However, the fair value of the investment in Neopath Limited is estimated to be USD 17.19 million at 31 December 2010, resulting in recognition of unrealized gain amounting to USD 17.19 million.
In respect of above, Atos, the acquirer, has deducted withholding tax towards Indian income tax of US$ 15.96 million and deposited with the Government of India and the balance of US$ 25 million has been kept in Escrow. NeoPath Limited is in the process of claiming a refund of the withholding tax based on its position that the capital gains realized on the sale is exempt from tax in India under the relevant provisions of the India-Mauritius tax treaty. Consequently, based on the tax counsel opinion, the entire amount of USD 15.96 million (and USD 25 million held in escrow) has been considered as fully recoverable and the present value of the expected tax refund has been included in the fair value estimate of the investment in NeoPath Limited as at 31 December 2010.
5. Directors' fees and expenses
The Fund pays each of its directors an annual fee of £20,000 and the Chairman is paid an annual fee of £25,000, plus reimbursement for out-of-pocket expenses incurred in the performance of their duties. The members of the Audit Committee are paid an annual fee of £2,000 and the Chairman of the Committee is paid an annual fee of £5,000. Mr. Mahadeva and Mr. Raghavendran have waived their Director's fees so long as they are interested in the Investment Manager.
The Fund does not remunerate its directors by way of share options and other long term incentives or by way of contribution to a pension scheme.
6. Cash and cash equivalents
2010 | 2009 | |
Cash at bank | 9,190,697 | 4,168,691 |
Time deposits | 8,009,563 | 19,007,837 |
|
| |
17,200,260 | 23,176,530 | |
|
|
7. Share capital and additional paid-in capital
2010 | 2009 | |
Authorised share capital: 1,000,000,000 ordinary shares of $0.01 each | 10,000,000 | 10,000,000 |
Number ofShares | ShareCapital | Additional paid-in capital | Total | |
As at 1 January 2009 | 152,902,655 | 1,529,027 | 174,327,086 | 175,856,113 |
Repurchased during the year | (40,998,332) | (409,983) | (24,590,017) | (25,000,000) |
As at 31 December 2009 | 111,904,323 | 1,119,044 | 149,737,069 | 150,856,113 |
As at 1 January 2010 | 111,904,323 | 1,119,044 | 149,737,069 | 150,856,113 |
Repurchased during the year | (2,170,000) | (21,700) | (1,638,350) | (1,660,050) |
Capital Distribution | - | - | (30,725,610) | (30,725,610) |
As at 31 December 2010 | (109,734,323) | 1,097,344 | 117,373,109 | 118,470,453 |
During the year, the Fund repurchased 2,170,000 ordinary shares of US$ 0.01 each for an aggregate consideration of US$ 1,660,050. These repurchased shares were cancelled.
On 7 October 2010, the Fund announced a distribution of capital of US$ 30,725,610 prorata to all shareholders of the Fund. The distribution consisted of a payment of US$ 0.28 per share paid in cash from the Fund's additional paid-in capital.
8. Income taxes
Under the laws of the Cayman Islands, the Fund, Kubera Cross-Border Fund (GP) Limited and Kubera Cross-Border Fund LP, are not required to pay any tax on profits, income, gains or appreciations and, in addition, no tax is to be levied on profits, income, gains, or appreciations or which is in the nature of estate duty or inheritance tax on the shares, debentures or other obligations of the Fund and its Cayman based subsidiaries, or by way of withholding in whole or part of a payment of dividend or other distribution of income or capital by the Fund and its Cayman based subsidiaries, to its members or a payment of principal or interest or other sums due under a debenture or other obligation of the Fund and its Cayman based subsidiaries.
Under current laws and regulations in Mauritius, the Fund's majority owned subsidiaries, Kubera Cross-Border Fund (Mauritius) Limited and New Wave Holdings Limited, are liable to pay income tax on their net income at a rate of 15%. They are however entitled to a tax credit equivalent to the higher of actual foreign tax suffered or 80% of Mauritius tax payable in respect of their foreign source income tax thus reducing their maximum effective tax rate to 3%. Both subsidiaries have received a tax residence certificate from the Mauritian authorities certifying that they are residents of Mauritius, which is renewable on an annual basis subject to meeting certain conditions and which make them eligible to obtain benefits under the Double Tax Avoidance Treaty between Mauritius and India.
Year ended 31 December 2010 | Year ended 31 December 2009 | |
Tax reconciliation | ||
Net increase in net assets resulting from operations | 26,662,707 | 11,577,761 |
Chargeable income | 26,662,707 | 9,274,600 |
Less: Allowable expense | - | (1,388) |
Add: Non allowable expense Less: Movement in unrealised gain on investment in securities / warrants | 8,018,254 (18,653,492) | - (9,700,140) |
Add: Movement in unrealised loss on investment in securities / warrants Less: Movement in realized gain on investment in securities Add: Exempt income | - (15,029,191) (709,629) | 487,531 - - |
Less: Adjustment of brought forward loss
Net taxable income Tax @ 15% | (186)
288,463 43,269 | -
60,603 9,090 |
Foreign tax paid USD 51,117 (limited to amount of tax liability) Foreign tax credit (80%) | (43,269) - | - 7,272 |
Tax charge | - | 1,818 |
As at 31 December 2010, New Wave Holdings Limited had accumulated tax losses of US$ 20,391 and therefore no provision for income tax liability arises for the period. The accumulated tax losses can be used and set off against future taxable profits as follows:
Up to the year ending 31 March 2014 - US$ 12,197
Up to the year ending 31 March 2015 - US$ 8,194
The components of deferred tax balances are as follows:
2010 | 2009 | |
Deferred tax assets | ||
Business losses - New Wave Holdings Limited | 612 | 617 |
Less: Valuation allowance | 612 | 617 |
|
| |
Total deferred tax assets | Nil | Nil |
|
|
The Fund has established a valuation allowance against the deferred tax asset related to business loss. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Accordingly, based on projections of future taxable income of the periods in which the deferred tax assets would be realizable, management is of the view that it is more likely than not, that the Fund will not realize the benefits of the deferred tax assets. Accordingly, the Fund has created a valuation allowance against the entire amount of deferred tax assets as of 31 December 2010.
ASC 740, "Accounting for Income Taxes" clarifies when and how to recognize tax benefits in the financial statements with a two-step approach of recognition and measurement. It also requires the enterprise to make explicit disclosures about uncertainties in their income tax positions, including a detailed roll-forward of tax benefits taken that do not qualify for financial statement recognition. There are no uncertain tax positions and related interest and penalties as of 31 December 2010.
The Fund monitors proposed and issued tax law, regulations and cases to determine the potential impact to uncertain income tax positions. As at 31 December 2010, there are no potential subsequent events that would have a material impact on unrecognized income tax benefits within the next twelve months.
9. Non-controlling interest
2010 | 2009 | |
Share capital | 8,029,578 | 11,270,132 |
Accumulated loss share | 1,111,549 | (1,926,981) |
Total | 9,141,127 | 9,343,151 |
Non-controlling interest is primarily composed of the partnership interests of Kubera Cross-Border Incentives SPC - Co-Investment Segregated Portfolio, a Cayman Islands company and an affiliate of the Investment Manager, in the consolidated affiliates.
10. Transactions with related parties
A. The following table lists the related parties of the Group:
Name | Nature of relationship |
Wijayaraj Anandakumar Mahadeva | Director |
Ramanan Raghavendran | Director |
Michel Casselman | Director |
Martin Michael Adams | Independent Director |
Robert Michael Tyler | Independent Director |
Pravin Ratilal Gandhi | Independent Director |
Kubera Partners LLC | Investment Manager |
Kubera Cross-Border Incentives SPC - Carried Interest SP | Special Limited Partner of the Partnership |
B. During the period transactions with related parties are as disclosed below:
i. Transactions during the year
2010 | 2009 | |
Investment management fees paid to Investment Manager | 3,896,420 | 3,896,420 |
Carried interest to Kubera Cross-Border Incentives SPC - Carried Interest SP | 2,874,197
| - |
Reimbursement of expenses to Kubera Partners LLC | 188,748 | 224,686 |
Director fee, audit committee member fee and reimbursement of expenses to Martin Michael Adams |
67,279 |
43,321 |
Director fee, audit committee member fee and reimbursement of expenses to Robert Michael Tyler |
41,697 |
43,880 |
Director fee and audit committee member fee to Pravin Ratilal Gandhi | 34,221 | 35,234 |
Director fee and reimbursement of expenses to Michel Casselman | 38,270 | 20,549 |
ii. Amounts outstanding as at 31 December 2010
2010 | 2009 | |
Reimbursement of expenses to Kubera Partners LLC Reimbursement of expenses to Michel Casselman | 188,748 7,152 | - - |
11. Loans receivables
Loans receivable as at 31 December 2010 are given below:
Borrower name | Sector | Cost | Fair Value | Date of loan | Carrying rate of interest (% p.a.) | Original date of maturity |
Ocimum Biosolutions Inc | Life sciences | 2,500,000 | 2,500,000 | 6 December 2010 | 17.5 | 6 December 2012 |
Synergies Castings USA Inc. | Automotive Component | 2,500,000 | 2,500,000 | 3 February 2010 | 12.5 | 3 February 2012 |
Total |
5,000,000 |
5,000,000 |
Loans receivable as at 31 December 2009 are given below:
Borrower name | Sector | Cost | Fair Value | Date of loan | Carrying rate of interest (% p.a.) | Original date of maturity |
Adayana, Inc. | Education | 1,000,000 | 1,000,000 | 14 July 2009 | 17.5 | 14 July 2010 |
Adayana, Inc. | Education | 2,343,200 | 2,343,200 | 14 July 2009 | 17.5 | 14 July 2011 |
Total | 3,343,200 | 3,343,200 | ||||
12. Interest income
Interest income consists of the following:
Year ended 31 December 2010 | Year ended 31 December 2009 | |||
Bank interest | 14,012 | 117,193 | ||
Interest on loan | 668,584 | 422,230 | ||
Total | 682,596 | 539,423 | ||
13. Concentration of risks
The Group's investment activities expose it to various types of risks, which are associated with the financial instruments and markets in which it invests. The financial instruments expose the Group in varying degrees to elements of liquidity, market and credit risk. The following summary is not intended to be a comprehensive summary of all risks inherent in investing in the Group and reference should be made to the Group's admission document for a more detailed discussion of risks.
a) Market risk
Market risk is the risk that the value of a financial instrument will fluctuate as a result of changes in market variables such as interest, foreign exchange rates and equity prices, whether those changes are caused by factors specific to the particular security or factors that affect all securities in the markets. Investments are typically made with a specific focus on India and thus are concentrated in that region. Political or economic conditions and the possible imposition of adverse governmental laws or currency exchange restrictions in that region could cause the Group's investments and their markets to be less liquid and prices more volatile. The Group is exposed to market risk on all of its investments.
b) Industry risk
The Group's investments may have concentration in a particular industry or sector and performance of that particular industry or sector may have a significant impact on the Group. The Group's investments may also be subject to the risk associated with investing in private equity securities. Investments in private equity securities may be illiquid and subject to various restrictions on resale and there can be no assurance that the Group will be able to realize the value of such investments in a timely manner.
c) Credit risk
Credit risk is the risk that an issuer/counterparty will be unable or unwilling to meet its commitments to the Group. Financial assets that are potentially subject to significant credit risk consist of cash and cash equivalents, investments in convertible loans and receivables. The maximum credit risk exposure of these items is their carrying value.
d) Currency risk
The Group has assets denominated in currencies other than the US$, the functional currency. The Group is therefore exposed to currency risk as the value of assets denominated in other currencies will fluctuate due to changes in exchange rates.
The Group's cash and cash equivalents are held in US Dollars.
e) Liquidity risk
The Group is exposed to liquidity risk as a majority of the Group's investments are largely illiquid. Illiquid investments include any securities or instruments which are not actively traded on any major securities market or for which no established secondary market exists where the investments can be readily converted into cash. Reduced liquidity resulting from the absence of an established secondary market may have an adverse effect on the prices of the Group's investments and the Group's ability to dispose of them where necessary to meet liquidity requirements. As a result, the Group may be exposed to significant liquidity risk.
f) Political, economic and social risk
Political, economic and social factors, mainly changes in Indian laws or regulations and the status of India's relations with other countries may adversely affect the value of the Group's investments.
14. Financial highlights
The financial highlights presented below consist of the Fund's operating expenses and net operating loss ratios for the year ended 31 December 2010, and the internal rate of return ("IRR") since the Fund's admission to trading on AIM, net of all expenses, including carried interest to the Investment Manager:
2010 | 2009 | |
Net operating income / (loss) | 22.18% | (3.24%) |
Operating expenses before carried interest | 4.28% | 3.67% |
Carried interest | 2.39% | - |
Operating expenses after carried interest | 6.67% | 3.67% |
Cumulative IRR since inception through the year end | 0.64% | (5.75%) |
The net operating loss and operating expenses ratios are computed as a percentage of the Fund's average net asset value during the period. Both ratios are presented on an annualized basis. The IRR is computed based on the Fund's actual dates of the cash inflows (capital contributions), outflows (cash and stock distributions) and the ending net asset value at the end of the period/year (residual value) as of each measurement date.
15. Subsequent events
Fund evaluated all events or transactions that occurred after 31 December 2010 up through 4 April 2011, the date the financial statements were issued. Based on this evaluation, the Fund is not aware of any events or transactions that would require recognition or disclosure in the consolidated financial statements.
16. Previous year comparatives
Prior year comparatives have been regrouped and reclassified wherever necessary to confirm with the current year's presentation.
Related Shares:
KUBC.L