ZAZOVE CONVERTIBLE SECURITIES FUND, INC. | | | |
| | | | | | |
SCHEDULE OF INVESTMENTS | | | |
MARCH 31, 2022 | | | |
| | Principal/ | | | | |
| | Shares/ | | | Fair | |
| | Contracts | | | Value | |
INVESTMENTS - 95% | | | | | | | | |
Convertible Preferred Stock - 5% | | | | | | | | |
Switzerland - 1% | | | | | | | | |
Garrett Motion 11.000% | | | 59,196 | | | $ | 486,591 | |
| | | | | | | | |
United States - 4% | | | | | | | | |
Affiliated Managers Group, Inc. 5.150% Due 10-15-37 | | | 8,469 | | | | 452,837 | |
Blueknight Energy Partners 11.000% | | | 80,000 | | | | 674,400 | |
Cowen, Inc. 5.625% | | | 820 | | | | 1,005,525 | |
| | | | | | | | |
Total United States | | | | | | | 2,132,762 | |
| | | | | | | | |
Total Convertible Preferred Stock (cost $2,393,730) | | | | | | | 2,619,353 | |
| | | | | | | | |
Convertible Bonds - 71% | | | | | | | | |
Canada - 1% | | | | | | | | |
SSR Mining 2.500% Due 04-01-39 | | | 180,000 | | | | 252,342 | |
| | | | | | | | |
Total Canada | | | | | | | 252,342 | |
| | | | | | | | |
Germany - 8% | | | | | | | | |
Brenntag AG (Reg S) 1.875% Due 12-02-22 (c) | | | 1,750,000 | | | | 1,889,562 | |
Deutsche Bank AG London (JPM) 1.000% Due 05-01-23 | | | 1,650,000 | | | | 2,036,760 | |
| | | | | | | | |
Total Germany | | | | | | | 3,926,322 | |
| | | | | | | | |
India - 1% | | | | | | | | |
Bharti Airtel Limited 1.500% Due 02-17-25 | | | 400,000 | | | | 556,000 | |
| | | | | | | | |
Netherlands - 4% | | | | | | | | |
Qiagen N.V. (Reg S) 1.000% Due 11-13-24 (c) | | | 1,800,000 | | | | 2,119,500 | |
| | | | | | | | |
See notes to financial statements. | | | | | | | (continued) | |
ZAZOVE CONVERTIBLE SECURITIES FUND, INC. | | | |
| | | | | | |
SCHEDULE OF INVESTMENTS | | | |
MARCH 31, 2022 | | | |
| | Principal/ | | | | |
| | Shares/ | | | Fair | |
| | Contracts | | | Value | |
INVESTMENTS - 95% | | | | | | | | |
Convertible Bonds - 71% | | | | | | | | |
Switzerland - 7% | | | | | | | | |
Credit Suisse AG London (Siemens) (144A) 0.125% Due 03-25-24 (a) | | | 910,000 | | | $ | 1,263,899 | |
Glencore Funding (Reg S) 0.000% Due 03-27-25 (c) | | | 1,600,000 | | | | 1,848,000 | |
STMicroelectronics N.V. (Reg S) 0.000 % Due 08-04-25 (c) | | | 400,000 | | | | 489,500 | |
| | | | | | | | |
Total Switzerland | | | | | | | 3,601,399 | |
| | | | | | | | |
United States - 50% | | | | | | | | |
Air Transport Services Group 1.125% Due 10-15-24 | | | 590,000 | | | | 700,625 | |
Atlas Air Worldwide Holdings, Inc. 2.250% Due 06-01-22 | | | 238,000 | | | | 272,522 | |
BofA Finance (Charter) 0.125% Due 09-01-22 | | | 1,400,000 | | | | 1,415,400 | |
Booking Holdings 0.750% Due 05-01-25 | | | 330,000 | | | | 485,562 | |
Cheesecake Factory 0.375% Due 06-15-26 | | | 560,000 | | | | 504,000 | |
CyberArk Software 0.000% Due 11-15-24 (b) | | | 600,000 | | | | 746,640 | |
DexCom Inc 0.250% Due 11-15-25 | | | 860,000 | | | | 986,313 | |
Guardant Health 0.000% Due 11-15-27 (b) | | | 390,000 | | | | 316,622 | |
Helix Energy Solutions Group 6.750% Due 02-15-26 | | | 450,000 | | | | 509,062 | |
INNOVATE 7.500% Due 08-01-26 | | | 750,000 | | | | 861,600 | |
Jazz Investments I 2.000% Due 06-15-26 | | | 1,180,000 | | | | 1,439,600 | |
JPMorgan Chase Bank NA (Tencent) (Reg S) 0.000% Due 08-07-22 (b)(c) | | | 1,900,000 | | | | 1,956,050 | |
Liberty Media (Sirius XM Basket) 1.375% Due 10-15-23 | | | 1,225,000 | | | | 1,730,312 | |
Lumentum Holdings 0.500% Due 12-15-26 | | | 970,000 | | | | 1,136,694 | |
Mesa Laboratories 1.375% Due 08-15-25 | | | 900,000 | | | | 969,750 | |
NCL Corporation 5.375% Due 08-01-25 | | | 820,000 | | | | 1,190,025 | |
NRF HoldCo 5.375% Due 06-15-33 | | | 530,000 | | | | 529,258 | |
NRG Energy 2.750% Due 06-01-48 | | | 850,000 | | | | 938,188 | |
PagerDuty 1.250% Due 07-01-25 | | | 450,000 | | | | 515,835 | |
Pebblebrook Hotel Trust 1.750% Due 12-15-26 | | | 1,110,000 | | | | 1,285,491 | |
PetIQ 4.000% Due 06-01-26 | | | 700,000 | | | | 793,170 | |
Revance Therapeutics 1.750% Due 02-15-27 | | | 800,000 | | | | 751,520 | |
Royal Caribbean Cruises 4.250% Due 06-15-23 | | | 750,000 | | | | 982,500 | |
Sixth Street Specialty Lending 4.500% Due 08-01-22 | | | 500,000 | | | | 639,375 | |
Southwest Airlines 1.250% Due 05-01-25 | | | 305,000 | | | | 415,029 | |
Splunk 0.500% Due 09-15-23 | | | 590,000 | | | | 674,075 | |
Stride 1.125% Due 09-01-27 | | | 290,000 | | | | 289,130 | |
| | | | | | | | |
See notes to financial statements. | | | | | | | (continued) | |
ZAZOVE CONVERTIBLE SECURITIES FUND, INC. | | | |
| | | | | | |
SCHEDULE OF INVESTMENTS | | | |
MARCH 31, 2022 | | | |
| | Principal/ | | | | |
| | Shares/ | | | Fair | |
| | Contracts | | | Value | |
INVESTMENTS - 95% | | | | | | | | |
Convertible Bonds - 71% | | | | | | | | |
United States - 50% | | | | | | | | |
Summit Hotel Properties 1.500% Due 02-15-26 | | | 760,000 | | | $ | 792,300 | |
Zendesk 0.625% Due 06-15-25 | | | 320,000 | | | | 405,232 | |
Zynga 0.250% Due 06-01-24 | | | 929,000 | | | | 1,134,402 | |
| | | | | | | | |
Total United States | | | | | | | 25,366,282 | |
| | | | | | | | |
Total Convertible Bonds (cost $33,148,731) | | | | | | | 35,821,845 | |
| | | | | | | | |
Common Stock - 14% | | | | | | | | |
China - 0% | | | | | | | | |
Emerald Plantation Holdings (b) | | | 180,362 | | | | 5,411 | |
| | | | | | | | |
United States - 14% | | | | | | | | |
Braemar Hotels & Resorts (b) | | | 303,028 | | | | 1,872,713 | |
Clear Channel Holdings (b) | | | 285,000 | | | | 986,100 | |
Cumulus Media (b) | | | 160,335 | | | | 1,602,548 | |
Emmis Communications (b) | | | 229,600 | | | | 596,960 | |
Finance of America Companies (b) | | | 18,250 | | | | 55,480 | |
Landsea Homes (b) | | | 56,380 | | | | 482,049 | |
Urban One Class D (b) | | | 297,425 | | | | 1,542,149 | |
| | | | | | | | |
Total United States | | | | | | | 7,137,999 | |
| | | | | | | | |
Total Common Stock (cost $5,060,115) | | | | | | | 7,143,410 | |
| | | | | | | | |
Mutual Funds - 1% | | | | | | | | |
United States - 1% | | | | | | | | |
Kayne Anderson MLP Investment Company | | | 21,958 | | | | 202,453 | |
| | | | | | | | |
Total Mutual Funds (cost $105,600) | | | | | | | 202,453 | |
| | | | | | | | |
See notes to financial statements. | | | | | | | (continued) | |
ZAZOVE CONVERTIBLE SECURITIES FUND, INC. | | | |
| | | | | | |
SCHEDULE OF INVESTMENTS | | | |
MARCH 31, 2022 | | | |
| | Principal/ | | | | |
| | Shares/ | | | Fair | |
| | Contracts | | | Value | |
INVESTMENTS - 95% | | | | | | | | |
Warrants - 4% | | | | | | | | |
United States - 4% | | | | | | | | |
Ashland Global Holdings, Inc., $1,000 strike price, expire 3-31-29 (b)(d) | | | 2,260 | | | $ | 69,659 | |
Austerlitz Acquisition, $11.50 strike price, expire 08-31-26 (b) | | | 127,700 | | | | 72,150 | |
Avaya Holdings $25.55 strike price, expire 12-15-22 (b) | | | 60,496 | | | | 21,174 | |
BRC, $11.50 strike price, expire 02-09-2027 (b) | | | 24,900 | | | | 112,423 | |
Butterfly Network $11.50 strike price, expire 02-12-26 (b) | | | 24,250 | | | | 24,371 | |
CuriosityStream, $11.50 strike price, expire 10-14-25 (b) | | | 4,920 | | | | 2,288 | |
Finance of America Companies, $11.50 strike price, expire 04-01-26 (b) | | | 164,599 | | | | 61,165 | |
FREYR Battery $11.50 strike price, expire 09-01-27 (b) | | | 20,480 | | | | 86,426 | |
Hertz Global, $13.80 strike price, expire 06-30-2051 (b) | | | 34,870 | | | | 532,291 | |
Landsea Homes, $1.15 strike price, expire 01-07-26 (b) | | | 618,423 | | | | 142,268 | |
Mirion Technologies, $11.50 strike price, expire 08-20-2025 (b) | | | 26,420 | | | | 46,895 | |
Paysafe, $11.50 strike price, expire 03-30-26 (b) | | | 87,534 | | | | 45,942 | |
US Ecology, $58.67 strike price, expire 10-17-23 (b) | | | 32,520 | | | | 143,088 | |
Verra Mobility, $11.50 strike price, expire 10-17-23 (b) | | | 148,504 | | | | 891,024 | |
| | | | | | | | |
Total United States | | | | | | | 2,251,164 | |
| | | | | | | | |
Total Warrants (cost $2,578,931) | | | | | | | 2,251,164 | |
| | | | | | | | |
Escrow - 0% | | | | | | | | |
China - 0% | | | | | | | | |
Sino Forest Corporation escrow (b)(d) | | | 1,180,000 | | | | 2,950 | |
| | | | | | | | |
Total Escrow (cost $8,867) | | | | | | | 2,950 | |
| | | | | | | | |
TOTAL INVESTMENTS (cost $43,295,974) | | | | | | $ | 48,041,175 | |
| | | | | | | | |
OTHER ASSETS LESS LIABILITIES - 5% | | | | | | $ | 2,459,004 | |
| | | | | | | | |
NET ASSETS - 100% | | | | | | $ | 50,500,179 | |
| | | | | | | | |
See notes to financial statements. | | | | | | | (continued) | |
ZAZOVE CONVERTIBLE SECURITIES FUND, INC. | | | |
| | | | | | |
SCHEDULE OF INVESTMENTS | | | |
MARCH 31, 2022 | | | |
(a) | 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. |
(b) | Non-income producing securities. | |
(c) | 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. |
(d) | This security is characterized as a Level 3 security within the disclosure hierarchy. As of March 31, 2022, the total value of all Level 3 securities was $72,609, or 0.1% of net assets. Level 3 security values are determined using significant unobservable inputs. |
| | | | |
See notes to financial statements. | (concluded) |
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 March 31, 2022:
| | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
| | | | | | | | | | | | |
Convertible Preferred Stock | | $ | 486,591 | | | $ | 2,132,762 | | | $ | 0 | | | $ | 2,619,353 | |
Convertible Bonds | | | 0 | | | | 35,821,845 | | | | 0 | | | | 35,821,845 | |
Common Stock | | | 6,541,039 | | | | 602,371 | | | | 0 | | | | 7,143,410 | |
Mutual Funds | | | 202,453 | | | | 0 | | | | 0 | | | | 202,453 | |
Warrants | | | 2,181,505 | | | | 0 | | | | 69,659 | | | | 2,251,164 | |
Escrow | | | 0 | | | | 0 | | | | 2,950 | | | | 2,950 | |
Total Investments | | $ | 9,411,588 | | | $ | 38,556,978 | | | $ | 72,609 | | | $ | 48,041,175 | |
The following table summarizes the Fund's common stock industry concentrations as of March 31, 2022:
| | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
| | | | | | | | | | | | |
Advertising | | $ | 986,100 | | | $ | 0 | | | $ | 0 | | | $ | 986,100 | |
Building & Construction | | | 482,049 | | | | 0 | | | | 0 | | | | 482,049 | |
Cable & Satellite TV | | | 1,602,548 | | | | 596,960 | | | | 0 | | | | 2,199,508 | |
Forestry/Paper | | | 0 | | | | 5,411 | | | | 0 | | | | 5,411 | |
Investments & Misc Financial Services | | | 55,480 | | | | 0 | | | | 0 | | | | 55,480 | |
Media Content | | | 1,542,149 | | | | 0 | | | | 0 | | | | 1,542,149 | |
REITs | | | 1,872,713 | | | | 0 | | | | 0 | | | | 1,872,713 | |
Total Common Stock | | $ | 6,541,039 | | | $ | 602,371 | | | $ | 0 | | | $ | 7,143,410 | |
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 | | $ | 92,403 | | | $ | 2,950 | |
December 31, 2021 | | | | | | | | |
Realized gain (loss) | | | 0 | | | | 0 | |
Net change in appreciation | | | | | | | | |
(depreciation) | | | (22,744 | ) | | | 0 | |
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 | | | | | | | | |
March 31, 2022 | | $ | 69,659 | | | $ | 2,950 | |
For the three months ended March 31, 2022, 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 | |
| | | | | | |
$ | (22,744 | ) | | $ | 0 | |
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 March 31, 2022. 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: | | | March 31, 2022 | | | Technique | | Inputs | | Range | |
| Warrants | | | $ | 69,659 | | | Discount to Black-Scholes pricing model | | Liquidity discount | | | 50 | % |
| Escrow | | | $ | 2,950 | | | 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 three months ended March 31, 2022, 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 March 31, 2022 was $2,251,164 and is included in investments on the schedule of investments.
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 three months ended March 31, 2022:
| | | | | | Change in | |
| | | Net Realized | | | Unrealized Appreciation | |
Derivative | | | Gain (Loss) | | | (Depreciation) | |
Warrants | | | $ | (38,141 | ) | | $ | 97,632 | |
| | | | | | | | | |
| | | $ | (38,141 | ) | | $ | 97,632 | |
The following table summarizes derivative transactions for the three months ended March 31, 2022:
| | | Warrants | |
Held as of December 31, 2021 | | | | 1,306,206 | |
Purchased | | | | 86,190 | |
Sold/excercised | | | | (14,520 | ) |
| | | | | |
Held as of March 31, 2022 | | | | 1,377,876 | |
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 three months ended March 31, 2022, the Fund did not hold any derivative instruments that would require disclosure under ASU 2013-01.
INCOME TAXES
At March 31, 2022, the cost and related gross unrealized appreciation and depreciation for federal income tax purposes are as follows:
Cost of investments on Schedule of Investments | | $ | 43,295,974 | |
Amortization and accretion cost adjustments not included in tax cost basis | | | (41,230 | ) |
| | | | |
Cost of investments for tax purposes | | $ | 43,254,744 | |
| | | | |
Gross tax unrealized appreciation | | $ | 6,934,576 | |
Gross tax unrealized depreciation | | | (2,148,145 | ) |
| | | | |
Net tax unrealized appreciation on investments | | $ | 4,786,431 | |