ZAZOVE CONVERTIBLE SECURITIES FUND, INC. | | | | | | |
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SCHEDULE OF INVESTMENTS | | | | | | |
SEPTEMBER 30, 2020 (UNAUDITED) | | | | | | |
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| | Principal/ | | | | |
| | Shares/ | | | Fair | |
| | Contracts | | | Value | |
INVESTMENTS - 101% | | | | | | | | |
Convertible Preferred Stock - 8% | | | | | | | | |
United States - 8% | | | | | | | | |
Blueknight Energy Partners 11.000% | | | 80,000 | | | | 470,000 | |
Braemar Hotels & Resorts 1.375% | | | 64,450 | | | | 764,377 | |
Chesapeake Energy Series A 5.750% | | | 1,450 | | | | 1,225 | |
Cowen Group, Inc. 5.625% | | | 1,020 | | | | 848,518 | |
Stanley Black & Decker Inc. 5.000% | | | 1,060 | | | | 1,256,100 | |
| | | | | | | | |
Total Convertible Preferred Stock (cost $3,505,549) | | | | | | | 3,340,220 | |
| | | | | | | | |
Convertible Bonds - 82% | | | | | | | | |
Bermuda - 1% | | | | | | | | |
Teekay (144A) 5.000% Due 01-15-23 (b) | | | 586,000 | | | | 481,985 | |
| | | | | | | | |
Canada - 4% | | | | | | | | |
Colliers International Group (144A) 4.000 % Due 06-01-25 (b) | | | 570,000 | | | | 806,550 | |
First Majestic Silver 1.875% Due 03-01-23 | | | 500,000 | | | | 604,553 | |
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Total Canada | | | | | | | 1,411,103 | |
| | | | | | | | |
France - 3% | | | | | | | | |
Vinci S.A. (Reg S) 0.375% Due 02-16-22 (e) | | | 1,200,000 | | | | 1,299,600 | |
| | | | | | | | |
Germany - 2% | | | | | | | | |
Deutsche Bank AG London (JPM) 1.000% Due 05-01-23 | | | 780,000 | | | | 788,288 | |
| | | | | | | | |
Ghana - 1% | | | | | | | | |
Tullow Oil Jersey Ltd. (Reg S) 6.625% Due 07-12-21 (e) | | | 800,000 | | | | 520,000 | |
| | | | | | | | |
India - 1% | | | | | | | | |
Bharti Airtel Limited (144A) 1.500% Due 02-17-25 (b) | | | 400,000 | | | | 429,000 | |
| | | | | | | | |
Switzerland - 3% | | | | | | | | |
Credit Suisse AG London (Siemens) (144A) | | | | | | | | |
0.125% Due 03-25-24 (b) | | | 1,050,000 | | | | 1,306,830 | |
| | | | | | | | |
Convertible Bonds - 82% | | | | | | | | |
United Kingdom - 2% | | | | | | | | |
Barclays Bank PLC (MSFT) 0.000% Due 02-04-25 (c) | | | 680,000 | | | $ | 838,984 | |
| | | | | | | | |
United States - 64% | | | | | | | | |
Air Transport Services Group (144A) 1.125% Due 10-15-24 (b) | | | 590,000 | | | | 622,745 | |
Atlanticus Holdings 5.875% Due 11-30-35 | | | 700,000 | | | | 490,000 | |
Burlington Stores (144A) 2.250% Due 04-15-25 (b) | | | 610,000 | | | | 726,281 | |
Chart Industries, Inc. 1.000% Due 11-15-24 | | | 250,000 | | | | 348,125 | |
Cleveland-Cliffs 1.500% Due 01-15-25 | | | 390,000 | | | | 403,718 | |
CNX Resources (144A) 2.250% Due 05-01-26 (b) | | | 470,000 | | | | 487,331 | |
Colony Capital (144A) 5.750 % Due 07-15-25 (b) | | | 600,000 | | | | 891,750 | |
CONMED Corp 2.625 % Due 02-01-24 | | | 320,000 | | | | 359,600 | |
Cowen Group, Inc. (144A) 3.000% Due 12-15-22 (b) | | | 705,000 | | | | 769,860 | |
CyberArk Software (144A) 0.000% Due 11-15-24 (b) | | | 400,000 | | | | 391,400 | |
Flexion Therapeutics (144A) 3.375% Due 05-01-24 (b) | | | 1,100,000 | | | | 871,956 | |
HC2 Holdings (144A) 7.500% Due 06-01-22 (b) | | | 750,000 | | | | 624,375 | |
Helix Energy Solutions Group 4.125% Due 09-15-23 | | | 1,230,000 | | | | 990,150 | |
Hope Bancorp (144A) 2.000% Due 05-15-38 (b) | | | 570,000 | | | | 469,538 | |
Illumina Inc - B 0.500% Due 06-15-21 | | | 1,400,000 | | | | 1,807,457 | |
Insmed 1.750% Due 01-15-25 | | | 400,000 | | | | 437,400 | |
Jazz Investments I (144A) 2.000% Due 06-15-26 (b) | | | 600,000 | | | | 705,390 | |
JPMorgan Chase Bank (Tencent) (Reg S) 0.000% Due 08-07-22 (d)(e) | | | 1,100,000 | | | | 1,398,375 | |
JPMorgan Chase Bank NA (BABA) (144A) 0.125% Due 01-01-23 (b) | | | 1,300,000 | | | | 1,652,690 | |
K12 (144A) 1.125 % Due 09-01-27 (b) | | | 290,000 | | | | 243,600 | |
KBR (144A) 2.500% Due 11-01-23 (b) | | | 490,000 | | | | 556,150 | |
Lending Tree (144A) 0.500 % Due 07-15-25 (b) | | | 410,000 | | | | 401,554 | |
Liberty Media (LSXMA) 1.375% Due 10-15-23 | | | 985,000 | | | | 1,080,447 | |
Middleby (144A) 1.000 % Due 09-01-25 (b) | | | 720,000 | | | | 710,640 | |
NCL Corporation (144A) 6.000% Due 05-15-24 (b) | | | 420,000 | | | | 492,240 | |
NuVasive, Inc (144A) 0.375 % Due 03-15-25 (b) | | | 595,000 | | | | 520,923 | |
Omeros 5.250 % Due 02-15-26 | | | 287,000 | | | | 241,797 | |
ON Semiconductor Corporation 1.625% Due 10-15-23 | | | 500,000 | | | | 660,151 | |
Par Pacific Holdings, Inc. 5.000% Due 06-15-21 | | | 690,000 | | | | 638,250 | |
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United States - 64% | | | | | | | | |
Royal Caribbean Cruises (144A) 4.250% Due 06-15-23 (b) | | | 700,000 | | | | 817,505 | |
Sabre GLBL (144A) 4.000% Due 04-15-25 (b) | | | 200,000 | | | | 234,800 | |
Silicon Laboratories 1.375% Due 03-01-22 | | | 490,000 | | | | 530,119 | |
Smart Global Holdings (144A) 2.250% Due 02-15-26 (b) | | | 830,000 | | | | 766,754 | |
Southwest Airlines 1.250% Due 05-01-25 | | | 530,000 | | | | 691,968 | |
Splunk (144A) 1.125% Due 09-15-25 (b) | | | 700,000 | | | | 751,625 | |
Team 5.000% Due 08-01-23 | | | 620,000 | | | | 520,412 | |
Theravance Biopharma 3.250% Due 11-01-23 | | | 100,000 | | | | 89,250.00 | |
Unisys 5.500% Due 03-01-21 | | | 636,000 | | | | 773,535 | |
Varex Imaging (144A) 4.000% Due 06-01-25 (b) | | | 540,000 | | | | 492,075 | |
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Total United States | | | | | | | 25,661,936 | |
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Total Convertible Bonds (cost $32,183,206) | | | | | | | 32,737,726 | |
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Corporate Bonds - 0% | | | | | | | | |
United States - 0% | | | | | | | | |
Global Brokerage 7.000% Due 02-08-23 (a) | | | 1,520,338 | | | | 1,140 | |
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Total Corporate Bonds (cost $716,232) | | | | | | | 1,140 | |
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Common Stock - 8% | | | | | | | | |
China - 0% | | | | | | | | |
Emerald Plantation Holdings (c) | | | 180,362 | | | | 5,411 | |
| | | | | | | | |
United States - 8% | | | | | | | | |
Clear Channel Holdings, Inc (c) | | | 285,000 | | | | 285,000 | |
Cumulus Media, Inc. (c) | | | 200,000 | | | | 1,069,000 | |
Daseke (c) | | | 15,704 | | | | 84,330 | |
Emmis Communication (c) | | | 199,730 | | | | 306,586 | |
Realogy Holdings | | | 68,026 | | | | 642,165 | |
Urban One, Inc. (c) | | | 398,875 | | | | 466,684 | |
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Total United States | | | | | | | 2,853,765 | |
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Total Common Stock (cost $5,239,688) | | | | | | | 2,859,176 | |
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Mutual Funds - 0% | | | | | | | | |
United States - 0% | | | | | | | | |
Kayne Anderson MLP Investment Company | | | 21,958 | | | | 87,612 | |
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Total United States | | | | | | | 87,612 | |
Total Mutual Funds (cost $105,600) | | | | | | | 87,612 | |
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Warrants - 3% | | | | | | | | |
United States - 3% | | | | | | | | |
Ashland Global Holdings, Inc., $1,000 strike price, expire 3-31-29 (c) | | | 2,260 | | | | 14,894 | |
Avaya Holdings, $25.55 strike price, expire 12-15-22 (c) | | | 45,995 | | | | 64,623 | |
Hostess Brands, $11.50 strike price, expire 11-14-21 (c) | | | 450,200 | | | | 369,164 | |
US Ecology, $58.67 strike price, expire 10-17-23 (c) | | | 62,000 | | | | 341,000 | |
Verra Mobility, $11.50 strike price, expire 10-17-23 (c) | | | 170,000 | | | | 393,550 | |
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Total United States | | | | | | | 1,183,231 | |
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Total Warrants (cost $1,894,642) | | | | | | | 1,183,231 | |
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Escrow - 0% | | | | | | | | |
China - 0% | | | | | | | | |
Sino Forest Corporation escrow | | | 1,180,000 | | | | 2,950 | |
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Georgia - 0% | | | | | | | | |
MIG LLC escrow | | | 5,158,766 | | | $ | 6,191 | |
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Total Escrow (cost $8,867) | | | | | | | 9,141 | |
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TOTAL INVESTMENTS (cost $43,653,784) | | | | | | $ | 40,218,246 | |
| (a) | This security is in default or deferral and interest or dividends are not being accrued on the position. |
| (b) | 144A securities are those which are exempt from registration under Rule 144A of the U.S. Securities Act of 1933. These securities are subject to contractual or legal restrictions on their sale. |
| (c) | Non-income producing securities. |
| (d) | All or a portion of these securities are pledged as collateral for the margin account held by the broker. |
| (e) | Reg S securities are those offered and sold outside of the United States and thus are exempt from registration under Regulation S of the U.S. Securities Act of 1933. These securities are subject to restrictions on their sale. |
Percentages are based upon the fair value as a percent of net assets as of September 30, 2020.
See notes to financial statements.
FAIR VALUE MEASUREMENTS
FASB ASC Topic 820, Fair Value Measurement (“Topic 820”), defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements.
Various inputs are used to determine the value of the Fund’s investments. These inputs are summarized in the three broad levels listed below:
• | Level 1 – quoted prices in active markets for identical securities |
• | Level 2 – other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.) |
• | Level 3 – significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments) |
The inputs or methodologies used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.
The following table summarizes the inputs used to value the Fund’s investments as of September 30, 2020:
| | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
Convertible Preferred Stock | | $ | 0 | | | $ | 3,340,220 | | | $ | 0 | | | $ | 3,340,220 | |
Convertible Bonds | | | 0 | | | | 32,737,726 | | | | 0 | | | | 32,737,726 | |
Corporate Bonds | | | 0 | | | | 1,140 | | | | 0 | | | | 1,140 | |
Common Stock | | | 2,387,081 | | | | 472,095 | | | | 0 | | | | 2,859,176 | |
Mutual Funds | | | 87,612 | | | | 0 | | | | 0 | | | | 87,612 | |
Warrants | | | 341,000 | | | | 827,337 | | | | 14,894 | | | | 1,183,231 | |
Escrow | | | 0 | | | | 0 | | | | 9,141 | | | | 9,141 | |
Total Investments | | $ | 2,815,693 | | | $ | 37,378,518 | | | $ | 24,035 | | | $ | 40,218,246 | |
The following table summarizes the Fund’s common stock industry concentrations as of September 30, 2020:
| | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
Advertising | | $ | 285,000 | | | $ | 0 | | | $ | 0 | | | $ | 285,000 | |
Cable & Satellite TV | | | 1,375,586 | | | | 0 | | | | 0 | | | | 1,375,586 | |
Forestry/Paper | | | 0 | | | | 5,411 | | | | 0 | | | | 5,411 | |
Media Content | | | 0 | | | | 466,684 | | | | 0 | | | | 466,684 | |
Real Estate Development | | | 642,165 | | | | 0 | | | | 0 | | | | 642,165 | |
Trucking & Delivery | | | 84,330 | | | | 0 | | | | 0 | | | | 84,330 | |
Total Common Stock | | $ | 2,387,081 | | | $ | 472,095 | | | $ | 0 | | | $ | 2,859,176 | |
The following is a reconciliation of Level 3 assets for which significant unobservable inputs were used to determine fair value:
| | Warrants | | | Escrow | |
Balance as of December 31, 2019 | | $ | 11,604 | | | $ | 9,301 | |
Realized gain (loss) | | | 0 | | | | 0 | |
Net change in appreciation (depreciation) | | | 3,290 | | | | (160 | ) |
Purchases | | | 0 | | | | 0 | |
Sales/return of capital | | | 0 | | | | 0 | |
Transfers into Level 3 | | | 0 | | | | 0 | |
Transfers out of Level 3 | | | 0 | | | | 0 | |
| | | | | | | | |
Balance as of December 31, 2019 | | $ | 14,894 | | | $ | 9,141 | |
For the nine months ended September 30, 2020, the net change in appreciation (depreciation) included in net assets related to Level 3 investments still held at the reporting date are as follows:
Warrants | | | Escrow | |
| | | | | | |
$ | 3,290 | | | $ | (160 | ) |
Topic 820 requires the following disclosures about fair value measurements of assets and liabilities classified as Level 3 within the fair value hierarchy: quantitative information about the unobservable inputs used in a fair value measurement.
The following table presents the quantitative information about the significant unobservable inputs and valuation techniques utilized to determine the fair value of the Fund's Level 3 investments as of September 30, 2020. The table includes Level 3 investments with values derived from third parties. Such investments are primarily based on broker/dealer quotes for which there is a lack of transparency as to inputs used to develop the valuations. The quantitative detail of these unobservable inputs is neither provided nor reasonably available to the Fund.
Description | | Fair Value as of | | | Valuation | | Unobservable | | Amount/ |
Assets: | | September 30, 2020 | | | Technique | | Inputs | | Range |
Warrants | | $ | 14,894 | | | Discount to Black-Scholes pricing model | | Liquidity discount | | 50% |
Escrow | | $ | 9,141 | | | Broker quote | | | | |
The significant unobservable input used in the fair value measurement of the Fund's Level 3 common stock and warrants is a liquidity discount. A significant and reasonable increase or decrease in the unobservable inputs for any of these Level 3 investments would result in a significant decrease or increase in the fair value measurement.
DERIVATIVES AND HEDGING
The Fund follows the provisions of FASB ASC Topic 815, Derivatives and Hedging (“Topic 815”), which requires qualitative disclosures about objectives and strategies for using derivatives, quantitative disclosures about fair value amounts of gains and losses on derivative instruments and disclosures about credit risk related to contingent features in derivative agreements.
As of and for the nine months ended September 30, 2020, the Fund held warrants which are considered derivative instruments under Topic 815. Warrants are convertible at the holder's option into a fixed number of shares of the issuer's common stock upon payment of the exercise price and are treated as convertible securities by the Fund. Warrants held by the Fund were either purchased or received pursuant to a restructuring or exchange transaction. Equity price is the primary risk exposure of warrants. The fair value of warrants as of September 30, 2020 was $1,183,231 and is included in investments on the schedule of investments.
During the nine months ended September 30, 2020, the Fund held call options which are considered derivative instruments under Topic 815. Call options are an agreement that gives the Fund the right (but not the obligation) to buy a common stock, bond, commodity or other instrument at a specified price within a specified time period. Equity price is the primary risk exposure of call options. The Fund did not hold any call options as of September 30, 2020.
Realized gains and losses on derivative instruments are included in net realized loss on investments on the statement of operations. Change in unrealized appreciation (depreciation) on derivative instruments is included in net change in unrealized depreciation of investments on the statement of operations. The following table summarizes the net realized loss and net change in unrealized depreciation on derivative instruments for the nine months ended September 30, 2020:
| | | | | Change in | |
| | Net Realized | | | Unrealized Appreciation | |
Derivative | | Gain (Loss) | | | (Depreciation) | |
Warrants | | $ | 12,632 | | | $ | (1,035,376 | ) |
Call options | | $ | (36,013 | ) | | $ | 198,502 | |
| | | | | | | | |
| | $ | (23,381 | ) | | $ | (836,874 | ) |
The following table summarizes derivative transactions for the nine months ended September 30, 2020:
| | | | | Call | |
| | Warrants | | | Options | |
Held as of December 31, 2019 | | | 927,590 | | | | (715 | ) |
Purchased | | | 64,440 | | | | 1,260 | |
Sold/excercised | | | (261,575 | ) | | | (545 | ) |
| | | | | | | | |
Held as of March 31, 2020 | | | 730,455 | | | | 0 | |
FASB ASU No. 2011-11, Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities (“ASU 2011-11”), requires entities to disclose both gross and net information for recognized derivative instruments and financial instruments that are either offset in the statements of assets and liabilities or subject to an enforceable master netting arrangement or similar agreement. ASU No. 2013-01, Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities (“ASU 2013-01”), clarifies that the scope of ASU 2011-11 applies to derivatives accounted for in accordance with ASC Topic 815, Derivatives and Hedging, including bifurcated embedded derivatives, repurchase agreements and reverse repurchase agreements, and securities borrowing and securities lending transactions. As of and for the nine months ended September 30, 2020, the Fund did not hold any derivative instruments that would require disclosure under ASU 2013-01.
INCOME TAXES
At September 30, 2020, the cost and related gross unrealized appreciation and depreciation for federal income tax purposes are as follows:
Cost of investments on Schedule of Investments | | $ | 43,653,784 | |
Amortization and accretion cost adjustments not included in tax cost basis | | | (209,369 | ) |
| | | | |
Cost of investments for tax purposes | | $ | 43,444,415 | |
| | | | |
Gross tax unrealized appreciation | | $ | 2,892,042 | |
Gross tax unrealized depreciation | | | (6,118,212 | ) |
| | | | |
Net tax unrealized depreciation on investments | | $ | (3,226,170 | ) |