Last checked at 18 Mar 2022 12:34
LONDON STOCK EXCHANGE ANNOUNCEMENT
JPMORGAN US SMALLER COMPANIES INVESTMENT TRUST PLC
FINAL RESULTS FOR THE YEAR ENDED31ST DECEMBER 2021
Legal Entity Identifier: 549300MDD7SOXDMBN667
Information disclosed in accordance with the DTR 4.1.3
CHAIRMAN'S STATEMENT
Performance
I have great pleasure in presenting the Annual Report of JPMorgan US Smaller Companies Investment Trust plc ('the Company') for the year ended 31st December 2021.
Despite the continuing impact of the COVID-19 pandemic, the Company's total return on net assets over the year was +17.7% which compares favourably with the increase of 15.7% in our benchmark, the Russell 2000 index in sterling terms. Our share price performance was also strong, rising by 16.5% as the shares remained at a small premium to net asset value (NAV) as at the end of the year.
This year has seen a continued recovery in markets from the sell-off in early 2020 as sentiment improved and economic activity picked up. The Company's benchmark, whilst still returning a healthy positive return for the 12 months, is down from its highs of November 2021 as concerns around inflation and the Omicron variant started to take hold in the last few weeks of 2021. The Investment Managers continued with their disciplined approach to investing and it is pleasing to report that the Company's NAV outperformed the benchmark for the 12 months to 31st December 2021 especially as I had reported in my 2021 interim statement an underperformance of approximately 5%.
Full details of investment performance, changes to the portfolio and the outlook can be found in the Investment Managers' report in the Annual Report and Financial Statements.
Discount and Premium
As has been said in the past, the Board aims to align the Company's share price movements to changes in its net asset value and monitors the discount or premium at which the shares trade on a daily basis with the assistance of its financial adviser and Manager. However, a number of factors make it difficult to align share price and net asset value movements including the often volatile prices of US smaller companies investments and the additional volatility introduced by owning assets denominated in dollars whilst having a share price and net asset value reported in sterling
Over the course of the year, the discount averaged 0.9%. Having begun the year trading at a premium of 2.1% to NAV, the Company's shares moved to a discount in June 2021, trading at an average discount of 3.8% until late November when the Company's shares moved back to trading at a premium and ended the year at a premium of 1.1% to NAV.
Share Issuance and Buybacks
To help with the management of the discount, we have in place the authority to repurchase up to 14.99% of the Company's issued share capital and we will be seeking renewal of this authority at the AGM. The Company's move from premium to discount and back to a premium again is reflected in its share buyback and issuance behaviour over the year. In the first half of 2021, while trading at a premium to NAV, the Company issued 5,461,883 shares at an average premium to NAV of just over 1.6%.
In subsequent months, the Company bought back 225,000 shares into Treasury in periods when discount levels were particularly elevated, reflected in the weighted average discount of 5.90% at which these shares were acquired. As the Company again moved to trade at a premium, the Company issued shares at a premium to NAV, issuing 100,000 shares from Treasury. Since the year end the Company has issued a further 125,000 shares from Treasury and 75,000 new ordinary shares under its ordinary share block listing facility. The Company has also repurchased 430,526 shares into Treasury.
The Company's share buyback policy continues to have three major objectives; to buy back shares with the aim of enhancing the NAV for remaining shareholders, to minimise discount volatility and ultimately to ensure that the shares do not trade at an excessive discount for a prolonged period of time. Of course, our ability to achieve these outcomes will depend on prevailing market conditions and the behaviour and risk appetites of investors.
The Company will also look to issue shares to enhance shareholders' NAV and to avoid the formation of an excessive premium which may not be in the best interests of incoming and continuing shareholders alike.
Revenue and Dividend
The impact of the pandemic on the dividends received from the Company's portfolio has remained relatively muted and the Board is therefore delighted to recommend a dividend of 2.5p in respect of the financial year ended 31st December 2021. Subject to shareholders' approval at the Annual General Meeting (AGM), this dividend will be paid on 20th May 2022 to shareholders on the register at the close of business on 19th April 2022.
Shareholders should note the Company's objective is unchanged and remains one of capital growth and our dividend policy will therefore reflect the naturally occurring income on the underlying portfolio.
Change of Annual Management Fees
In September, the Board was delighted to announce, following a review of the Company's investment management fee arrangements with JPMorgan Funds Limited (JPMF), a reduction in the annual management fees. With effect from 1st January 2022, the annual investment management fee, previously 90bps on the first £100 million of gross assets (excluding any holding in the JPM Liquidity Fund) and 75bps on gross assets in excess of £100 million of assets (excluding any holding in the JPM Liquidity Fund) changed to the following:
• A basic management fee of 70 bps per annum on all gross assets.
• The definition of assets and the exclusions on investments in J.P. Morgan managed funds will remain unchanged from the current arrangements and the fee will continue to be calculated and paid monthly in arrears.
Both the Board and JPMF worked together constructively in agreeing this new investment management fee arrangement. Whilst determining the appropriate level of fees took into account a range of factors, the overriding focus was our obligation to the Company's shareholders to ensure they receive good value investment management. The Board believes that this new fee structure puts the Company in a competitive position relative to peers, and recognises the expertise and resources that the JPMorgan Asset Management investment team bring to this specialist asset class.
Gearing
During the year, the Company continued to utilise its revolving credit facility to maintain a meaningful but modest level of gearing. The Board renewed the loan facility in October, this is now for USD30 million (previously USD25 million) and is for a 2 year term. It closed the year with a gearing level of 7.4% having averaged approximately 7.5% throughout the year. The Board believes that the use of gearing is a key advantage of the investment trust structure and looks to maintain a consistent level of gearing within its permitted 10% cash to 15% geared range. In response to changes in the Manager's perception of longer-term opportunities and market risks, our policy sees gearing adjusted rather than being used as a short term market-timing tool.
Environment, Social and Governance (ESG) considerations
We provide a full description of how ESG is integrated into the investment management process later in this report. The Board shares the Investment Managers' view of the importance of ESG factors when making investments for the long term and of the necessity of continued engagement with investee companies throughout the duration of the investment. The Investment Managers' report describes the developments in the ESG process that have taken place during the year together with examples of how these are implemented in practice. Further information on the Manager's ESG process and engagement is set out in the ESG Report section within the Annual Report.
Board Succession
In January 2021 the Board, through its Nomination Committee, carried out a comprehensive evaluation of the Board, its committees, the individual Directors and the Chairman. Topics evaluated included the size and composition of the Board, Board information and processes, shareholder engagement and training and accountability. The report confirmed the efficacy of the Board.
Julia Le Blan, our longest-serving director, will retire from the Board at the AGM in April 2022. She joined the Board in October 2012 and has made a significant contribution to the performance of the Company. On behalf of the Board, I would like to thank Julia for her exemplary chairing of the Audit Committee and valuable contribution to the Company over the years.
As part of the succession planning the Board appointed Mandy Donald in January 2022 to succeed Julia Le Blan as Director and Chairman of the Audit Committee. Mandy is a strong successor to Julia, and is an experienced non-executive director and audit committee chair in a portfolio of roles.
In accordance with the UK Corporate Governance Code, Shefaly Yogendra, Christopher Metcalfe, Dominic Neary and myself will retire at the forthcoming AGM and, being eligible, will offer ourselves for reappointment by shareholders. In addition Mandy Donald, having been appointed following the year-end, will stand for appointment at the AGM.
Annual General Meeting
Unfortunately, COVID-19 restrictions prevented the holding of the Company's AGM in April 2021 in the usual format. The Directors were disappointed not to be able to have the usual interaction with shareholders at this forum. However, current indications are that a more traditional format for the AGM should be permissible in April 2022 and, to that end, the Company's sixty-fifth AGM is scheduled to be held on Monday 25th April 2022 at 2.30 p.m. at 60 Victoria Embankment, London EC4Y 0JP. The Board hopes to welcome as many shareholders as possible.
We do of course strongly advise all shareholders to consider their own personal circumstances before attending the AGM in person. For shareholders wishing to follow the AGM proceedings but choosing not to attend, we will be able to welcome you through conferencing software. Details on how to register together with access details can be found on the Company's website: www.jpmussmallercompanies.co.uk, or by contacting the Company Secretary at invtrusts.cosec@jpmorgan.com.
As is normal practice, all voting on the resolutions will be conducted on a poll. Due to technological reasons, shareholders viewing the meeting via conferencing software will not be able to vote on the poll and we therefore encourage all shareholders, and particularly those who cannot attend physically, to exercise their votes in advance of the meeting by completing and submitting their form of proxy. Shareholders are encouraged to send any questions ahead of the AGM to the Board via the Company Secretary at the email address above. We will endeavour to answer relevant questions at the meeting or via the website depending on arrangements in place at the time.
If there are any changes to the above AGM arrangements due to COVID-19, the Company will update shareholders through the Company's website and, as appropriate, through an announcement on the London Stock Exchange.
Outlook
As we move into 2022 we are undoubtedly facing some headwinds. There are concerns around inflation and the levels that this may hit, interest rates rises (both the timing of them and how many there will be) and also the continued impact of supply chain issues. Clearly, the war in Ukraine could have implications both in the medium and long term to global businesses and economies. The Board and the Manager will continue to monitor this situation closely. Whilst these factors may cause further volatility and additional rotation between sectors (some of which we have seen already in the last few weeks of 2021 and the first few weeks of 2022), earnings growth is expected to be above average for 2022 albeit not as high as seen in 2021.
We are optimistic about the outlook for the Company and are confident in the Investment Managers' ability to navigate the further challenges that this year may bring by focussing on finding high quality businesses at attractive valuation levels.
David Ross
Chairman 18th March 2022
INVESTMENT MANAGERS' REPORT
Market Review
After a strong year in 2020 with incredibly resilient performance, the Russell 2000 Index ended 2021 up +14.8% in US dollar terms and +15.7% in sterling terms. Small cap stocks rose for the first half of the year, driven by optimism around vaccine roll-outs and the economic recovery; however, the highest returns were concentrated in unprofitable and lower quality stocks driven by unprecedented retail trading activity. The second half of the year marked a notable shift in investor risk appetite, as higher quality stocks came back into favour, driven largely by expected Fed tapering and associated rate hikes to combat persistent inflation.
Encouraging economic data bolstered by a steady rise in economic activity and robust corporate earnings results buoyed the US equity markets throughout the year. The extraordinary fiscal and monetary stimulus that helped shape the pandemic recovery continued to provide an excellent backdrop for risk assets. The rally was not without its challenges, as several volatility shocks tested the market's resilience. While an unprecedented, targeted short squeeze whipsawed the US equity market in the first quarter, a confluence of mounting inflation fears, threats from COVID-19 variants, a widening fiscal deficit, and supply disruptions loomed over the rest of the year. Finally, a fourth wave of the pandemic in some parts of Europe and the new variant Omicron were identified, triggering a sell-off in November. However, studies suggesting that the Omicron variant might be less severe than previous variants helped lift investors' confidence, and the markets ended on strength for the third consecutive year. Although investors seemed to have looked beyond the uncertainty, tightened lockdowns and restrictions in some parts of Asia and Europe, along with rising COVID-19 cases globally, remain as potential areas of concern that could further disrupt global supply chains and move inflation higher.
In terms of style and market capitalisation, value made a comeback closing the gap with growth, while large cap stocks outperformed small cap stocks this year.
Performance
The Company's net asset value increased by 17.7% in 2021. The Trust outperformed its benchmark, the Russell 2000 Index, which rose by 15.7% in sterling terms. After a more challenging first half to the year, our preference for quality was rewarded, resulting in strong excess returns in the second half of the year. With regard to relative performance, our stock selection as well as sector allocation in health care and financials was beneficial.
A big driver of our outperformance in health care was our lack of exposure to biotech. This cohort meaningfully underperformed as investors shunned unprofitable, speculative companies, particularly in the latter half of the year. Among individual names, our exposure to Syneos Health contributed for the year. Syneos helps its customers conduct clinical trials as well as commercialize new drugs. We like the stock as it allows us to have exposure to mission critical areas of pharma and biotech, without the volatility of investing behind a single product or drug. Syneos has a balanced portfolio of large and small customers and focuses on higher growth therapeutic categories.
Within industrials, our overweight in WillScot Mobile Mini was the top performance contributor for the year. The portable storage provider continues to execute well and management is bullish on future growth. At the company's investor day, management highlighted improving volumes and robust pricing.
Our overweight position in BJ's Wholesale Club within the consumer discretionary sector helped performance. The club grocery store chain and COVID beneficiary continued to report solid earnings with membership renewals on both new and existing members expected to end the year at all-time highs. We continue to like the stock, but have taken some profits on outperformance.
On the other hand, our stock selection in consumer discretionary and technology detracted from performance.
Within technology, our overweight in Q2 Holdings hurt performance. The company is a leading provider of cloud-based digital banking and lending solutions to regional and community financial institutions in the US. As the economy continues to reopen, high growth, high multiple stocks were sold in favour of value and cyclical stocks. Q2 was a casualty of this, however, we believe both near and long term fundamentals are strong. The company stands to benefit from COVID-driven acceleration in digital transformation long term.
Our exposure to WEX within industrials was the largest detractor for the year. WEX provides payment processing and information services to commercial and government vehicle fleets globally, as well as payment processing solutions for the travel industry and B2C payment solutions for consumer directed healthcare services. The stock underperformed as rising COVID cases weighed on travel payment volumes. Investors have also grown concerned with the intensifying competitive landscape within payments. We continue to see demand for WEX's solutions, as new business wins demonstrate how their technology compares favourably to other marketplace solutions.
Among individual names, our exposure to Encompass Health was one of the largest detractors for the year. Encompass Health is one of the largest operators of Inpatient Rehabilitation Facilities (IRF) and Home Health & Hospice centers. The company's third quarter performance was soft, particularly in the Home Health & Hospice segment, as COVID drove staffing challenges and higher than expected costs.
PERFORMANCE ATTRIBUTION
YEAR ENDED 31ST DECEMBER 2021
% | % | |
Contributions to total returns | ||
Benchmark return | 15.7 | |
Sector allocation | 2.9 | |
Stock selection | -0.8 | |
Investment Managers' contribution | 2.1 | |
Portfolio total return | 17.8 | |
Gearing | 0.8 | |
Management fee/other expenses | -1.0 | |
Share buyback/issuance | 0.1 | |
Other effects | -0.1 | |
Return on net assetsA | 17.7 | |
Return to shareholdersA | 16.5 |
Source: Wilshire, JPMAM and Morningstar.
All figures are on a total return basis.
Performance attribution analyses how the Company achieved its recorded performance relative to its benchmark.
A Alternative Performance Measure (APM).
Portfolio Positioning
With regard to our portfolio positioning, we continue to focus on finding companies with durable franchises, good management teams and stable earnings that trade at a discount to intrinsic value.
In the first half of the year, we added slightly more cyclicality to the portfolio in areas like consumer and industrials while also adding to other names we like on weakness with strong secular tailwinds. As the year went on, consistent with our approach, we trimmed from positions that had performed well, notably in financials. We redeployed those proceeds into newer positions in consumer discretionary and health care tools and services. We also exited several higher market capitalisation positions and those related to M&A activity.
That being said, our sector exposure remained largely unchanged. On a relative basis, the industrials and financials sectors are our largest overweight exposures, making up over 40% of the portfolio. On the other hand, our largest underweight is in the health care sector. The underweight is primarily a result of our lack of exposure to biotechnology stocks; however, this underweight has narrowed as new ideas made their way into the portfolio. In April 2021 we started a new position in Agiliti Inc., a provider of medical equipment rental, management and repair services to healthcare providers in the US. They supply over 7,000 hospitals with items such as beds, fall prevention equipment, chairs and surgical equipment. Agiliti also provides a comprehensive onsite and offsite repair services for surgical instruments, biomedical equipment and diagnostic imaging systems. We are attracted to the company given its long operating history and multi-year track record of increasing earnings. The company operates in fairly niche markets which have very limited direct competition and Agiliti is a leading player. We believe the company has a strong competitive advantage given its nationwide approach with approximately 4,500 operators located near key customers. We like that the core of Agiliti's business model is aimed at saving money for customers, and improving operational efficiency. The company generates strong top line growth and its valuation is attractive relative to peers.
Market Outlook
As we entered 2022, US economic activity remained strong, the US consumer in aggregate was in good health, with plenty of spending power, and there seemed to be little evidence to suggest that the economic recovery would be derailed. However, we recognise that we are confronting some challenges. The human toll of any conflict is devastating and events unfolding in Ukraine are deeply upsetting. The Russian invasion of Ukraine resulted in international sanctions on the country and the potential that the markets could face elevated volatility ahead. Oil prices continued to rise due to geopolitical tensions and supply side issues.
In the US, the economic cycle is maturing and the Federal Reserve is about to embark on a more restrictive course, which always presents a headwind for the market, especially highly valued growth stocks. Inflation and other uncertainties, such as the tightening liquidity, fading fiscal and monetary stimulus, more difficult growth comparisons, mid-term elections and sensitivity to the imposed economic sanctions, is likely to be integral to investor sentiment moving forward. Overall, we remain constructive on small cap stocks given the favourable outlook for earnings growth and valuation, especially relative to large cap stocks.
With the most vigorous part of this recovery now behind us, we are likely to maintain a fairly low risk posture, with a particular focus on valuations. Nonetheless, as always, we will remain on the look-out for attractive investment opportunities that may be created by periods of unusual volatility and are confident that our focus on owning high quality companies at reasonable valuations would be rewarded in a more uncertain backdrop.
Don San Jose
Jon Brachle
Dan Percella
Investment Managers 18th March 2022
PRINCIPAL AND EMERGING RISKS
Principal and Emerging Risks
The Directors confirm that they have carried out a robust assessment of the principal and emerging risks facing the Company, including those that would threaten its business model, future performance, solvency or liquidity. With the assistance of JPMF, the Audit Committee has drawn up a risk matrix, which identifies the key risks to the Company. These are reviewed and noted by the Board and the Board undertakes further work and engages with the Manager where necessary. The risks identified and the broad categories in which they fall, and the ways in which they are managed or mitigated are summarised below. The AIC Code of Corporate Governance requires the Audit Committee to put in place procedures to identify emerging risks. The key emerging risks identified are also summarised below.
Principal Risk | Description | Mitigating Activities |
Investment Managementand Performance | ||
Underperformance | Poor implementation of the investment strategy may lead to underperformance against the Company's benchmark index and peer companies. | A broadly diversified portfolio of equities is managed in line with Board-approved investment restrictions and guidelines. Investments are monitored and reported on by the Manager who provides the Board with regular information, including performance data and attribution analyses, revenue estimates, liquidity reports and shareholder analyses. The Board monitors the implementation and results of the investment process with the investment managers, who participate at all Board meetings, and reviews data which show statistical measures of the Company's risk profile. The investment managers employ the Company's gearing within a strategic range set by the Board. In addition to regular Board reviews of investment strategy, the Board holds a separate meeting devoted to strategy each year. |
Market and Economic Risk | Market risk arises from uncertainty about the future prices of the company's investments, which might result from economic, fiscal and regulatory change, including the continuing impact of COVID-19 and possibly further variants and will weigh on recovery as economies try to emerge from the pandemic. At present market risk is heightened due to various risks mentioned in the Chairman and Managers' reports, for example, fear of sustained inflation, interest rate rises and continuing supply chain issues. The mid-term elections may also cause some increased volatility. Geopolitical risks will also affect the market and are currently heightened due to the war in Ukraine and tensions with China. The war in Ukraine has caused volatility in the market and increased energy costs and is likely to continue to disrupt global markets for some time. | The Board considers asset allocation, stock selection and levels of gearing on a regular basis and has set investment restrictions and guidelines, which are monitored and reported on by the Manager. The Board monitors the implementation and results of the investment process with the Manager. |
Discount Control Risk | Investment trusts shares often trade at discounts to their underlying NAV; they can also trade at a premium. Discounts and premiums can fluctuate considerably leading to volatile returns for shareholders. | The Board monitors the share price against the absolute and sector relative premium/discount levels. The Board reviews sales and marketing activity and sector relative performance, which it believes are the primary drivers of the relative premium/discount level. The Company has authority to buy back its existing shares or issue new shares to enhance the NAV per share for remaining shareholders when deemed appropriate. |
Shareholder Demand | Certain buyers within the sector will only consider investing into an investment trust where its AUM is over a certain level; the Company's AUM currently stands below these levels. | The Board reviews sales and marketing activity and it also receives regular feedback via the Manager's sales team from both existing and prospective shareholders. |
Loss of Investment Team or Portfolio Manager | A sudden departure of the investment managers, or several members of the investment management team could result in a short term deterioration in investment performance. | The Board seeks assurance that the Manager takes steps to reduce the likelihood of such an event by ensuring appropriate succession planning and the adoption of a team-based approach, as well as special efforts to retain key personnel. The Board engages with the senior management of the Manager in order to mitigate this risk. |
Operational Risks | ||
Outsourcing | Disruption to, or failure of, the Manager's accounting, dealing or payments systems or the Registrar, Depositary or Custodian's records may prevent accurate reporting and monitoring of the Company's financial position or a misappropriation of assets. | Details of how the Board monitors the services provided by JPM and its associates and the key elements designed to provide effective risk management and internal control are included within the Risk Management and Internal Controls section of the Corporate Governance Statement in the Annual Report. The Manager has a comprehensive business continuity plan which facilitates continued operation of the business in the event of a service disruption (including and disruption resulting from the COVID-19 pathogen. Since the introduction of the COVID-19 restrictions, Directors have received assurances that the Manager and its key third party service providers have all been able to maintain service levels. |
Cyber Crime | The threat of cyber attack, in all guises, is regarded as at least as important as more traditional physical threats to business continuity and security. | The Company benefits directly and/or indirectly from all elements of JPMorgan's Cyber Security programme. The information technology controls around physical security of JPMorgan's data centres, security of its networks and security of its trading applications, are tested by independent auditors and reported every six months against the AAF Standard. The Company and the Manager has sought assurances from the major service providers that they have procedures in place to maintain the best practices in the fight against cybercrime and to ensure business resiliency. |
Corporate Governance | ||
Statutory and Regulatory Compliance | Failure to comply with relevant statute law or regulation may have an impact on the Company both in terms of fines and in terms of its ability to continue to operate. Also, the Company's business model could become non-viable as a result of new or revised rules or regulations arising from, for example, policy change or political impact. | The Board relies on the services of its Company Secretary, the Manager and its professional advisers to ensure compliance with the Companies Act 2006, the UKLA Listing Rules, DTRs, MAR and AIFMD. Details of the Company's compliance with Corporate Governance best practice, are set out in the Corporate Governance Statement in the Annual Report. The Board receives regular reports from its broker, depositary, registrar and Manager as well as its legal advisers and the Association of Investment Companies on changes to regulations which could impact the Company and its industry. The Company monitors events and relies on the Manager and its key third party providers to manage this risk by preparing for any changes. |
Environmental | ||
Climate Change | Climate change has become one of the most critical issues confronting companies and their investors. Climate change can have a significant impact on the business models, sustainability and even viability of individual companies, whole sectors and even asset classes. | The Board receives ESG reports from the Manager on the portfolio and the way ESG considerations are integrated into the investment decision-making, so as to mitigate risk at the level of stock selection and portfolio construction. As extreme weather events become more common, the resiliency, business continuity planning and the location strategies of the Company's services providers will come under greater scrutiny. |
Emerging Risk | Description | Mitigating Activities |
Political and Economic | Political issues and changes in financial or tax legislation in the UK or the US may lead to changes to the operating model of the Company and/or reduce the appeal of the Company to shareholders. | The Manager monitors events and makes recommendations to the Board on accounting, dividend and tax policies and the Board seeks external advice where appropriate. |
Global Pandemics | The emergence and spread of coronavirus (COVID-19) is a global pandemic risk that poses a significant risk to the Company's portfolio. COVID-19 has highlighted the speed and extent of economic damage that can arise from a pandemic. While current vaccination programme results are hopeful, the risk remains that new variants may not respond to existing vaccines, may be more lethal and may spread as global travel opens up again. | Time after time, markets have recovered, albeit over varying and sometimes extended time periods, and so the Board does have an expectation that the portfolio's holdings will not suffer a material long-term impact and should recover. The Board receives reports on the business continuity plans of the Manager and other key service providers. The effectiveness of these measures have been assessed throughout the course of the COVID-19 pandemic and the Board will continue to monitor developments as they occur and seek to learn lessons which may be of use in the event of future pandemics. Should the virus become more virulent than is currently the case, it may present risks to the operations of the Company, its Manager and other major service providers. Should efforts to control a pandemic prove ineffectual or meet with substantial levels of public opposition, there is the risk of social disorder arising at a local, national or international level. Even limited or localised societal breakdown may threaten both the ability of the Company to operate, the ability of investors to transact in the Company's securities and ultimately the ability of the Company to pursue its investment objective and purpose. |
Market Risk | Inappropriate Government/Central banks fiscal or monetary responses to the debt burden arising from the COVID-19 stimulus packages combined with inflation, the potential of stagflation, economies threatened by recession and the unknown consequences of the war in Ukraine could lead to material adverse movements in asset prices. These factors, in the long term, could also render the Company'-s objectives and policies unachievable. | The Manager's market strategists are available for the Board and can discuss market trends. External consultants and experts can be accessed by the Board. The Board can, with shareholder approval look to amend the investment policy and objectives of the Company, if required, to enable investment in companies or assets which offer more appealing risk/return characteristics in prevailing economic conditions. |
Ongoing shareholder demand | Competing investment vehicles (e.g. ETFs) or new investment technologies may render the Company's shares unappealing to shareholders. | The Manager has a dedicated investment trust sales team that works closely with the Company's broker as well as current and prospective shareholders. Regular meetings are held with shareholders to try to ensure continued demand / interest. Both the Manager and the broker submit a sales activity report to each Board meeting and are available to discuss any issues throughout the year. |
LONG TERM VIABILITY
The Company is an investment trust with an objective of achieving capital growth from investing in US smaller companies. Taking account of the Company's current position, the principal and emerging risks that it faces and their potential impact on its future development and prospects, the Directors have assessed the prospects of the Company, to the extent that they are able to do so, over the next five years. The Company has no loan covenants or liabilities that cannot be readily met and the Directors have reviewed income and expense projections and the liquidity of the investment portfolio in making their assessment. They have made that assessment by considering those principal and emerging risks, the Company's investment objective and strategy, the investment capabilities of the Manager and the outlook for the US economy and equity market. They have examined the robustness of these base case estimates using further severe but plausible scenarios, including the market contractions caused by the 2008 financial crisis, the ongoing COVID-19 pandemic and the continuing war in Ukraine.
In determining the appropriate period of assessment the Directors had regard to their view that, given the Company's objective of achieving capital growth, shareholders should consider the Company as a long term investment proposition. This is consistent with advice provided by independent financial advisers and wealth managers, that investors should consider investing in equities for a minimum of five years. The Directors also take account of the inherent uncertainties of equity markets and the existence of a continuation vote every five years. As a result of all these deliberations, the Directors consider five years to be an appropriate time horizon to assess the Company's viability.
The Directors confirm that they have a reasonable expectation that the Company will be able to continue in operation, subject to shareholders voting in favour of continuation at the AGM in 2025, and meet its liabilities as they fall due over the next five years until 31st December 2026. This reasonable expectation is subject to there being no significant adverse change to the regulatory or taxation environment for investment trusts; and subject to there being no sustained adverse investment performance by the current or any successive investment manager, that may result in the Company not being able to maintain a supportive shareholder base.
TRANSACTIONS WITH THE MANAGER
Details of the management contract are set out in the Directors' Report on page l. The management fee payable to the Manager for the year was £2,341,000 (2020: £1,643,000) of which £nil (2020: £nil) was outstanding at the year end.
Included in administration expenses in note 6 on page l are safe custody fees amounting to £3,000 (2020: £2,000) payable to JPMorgan Chase Bank, N.A. of which £1,000 (2020: £nil) was outstanding at the year end.
The Company also holds cash in the JPMorgan US Dollar Liquidity Fund, which is managed by JPMorgan. At the year end this was valued at £3.0 million (2020: £6.0 million). Income amounting to £5,000 (2020: £68,000) was receivable during the year of which £nil (2020: £nil) was outstanding at the year end. The JPMorgan US Dollar Liquidity Fund does not charge a fee and the Company does not invest in any other investment fund managed or advised by JPMorgan.
Handling charges on dealing transactions amounting to £6,000 (2020: £6,000) were payable to JPMorgan Chase Bank, N.A. during the year of which £1,000 (2020: £1,000) was outstanding at the year end.
At the year end, total cash of £27,000 (2020: £3,000) was held with JPMorgan Chase Bank, N.A. A net amount of interest of £25,000 (2020: £nil) was receivable by the Company during the year from JPMorgan Chase Bank, N.A of which £nil (2020: £nil) was outstanding at the year end.
TRANSACTIONS WITH RELATED PARTIES
Full details of Directors' remuneration and shareholdings can be found in the Directors' Remuneration Report within the Annual Report.
STATEMENT OF DIRECTORS'RESPONSIBILITIES
The Directors are responsible for preparing the Annual Report and the Financial Statements in accordance with applicable law and regulations.
Company law requires the Directors to prepare the Annual Report and Financial Statements for each financial year. Under that law, the Directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, comprising Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and Republic of Ireland (FRS 102) and applicable law). Under Company law the Directors must not approve the Financial Statements unless they are satisfied that taken as a whole, the Annual Report and Financial Statements are fair, balanced and understandable, provide the information necessary for shareholders to assess the Company's position and performance, business model and strategy and that they give a true and fair view of the state of affairs of the Company and of the net return or loss of the Company for that period. In order to provide these confirmations, and in preparing these financial statements, the Directors are required to:
• select suitable accounting policies and then apply them consistently;
• make judgements and estimates that are reasonable and prudent;
• state whether applicable UK Accounting Standards, comprising FRS 102, have been followed, subject to any material departures disclosed and explained in the financial statements;
• prepare the financial statements on a going concern basis unless it is inappropriate to presume that the Company will continue in business; and
• notify the Company's shareholders in writing about the use, if any, of disclosure exemptions in FRS 102 in the preparation of the financial statements
and the Directors confirm that they have done so.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Under applicable law and regulations the Directors are also responsible for preparing a Directors' Report and Directors' Remuneration Report that comply with that law and those regulations.
Each of the Directors, whose names and functions are listed in the Annual Report confirm that, to the best of their knowledge:
• the financial statements, which have been prepared in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), give a true and fair view of the assets, liabilities, financial position and return or loss of the Company; and
• the Strategic Report includes a fair review of the development and performance of the business and the position of the Company, together with a description of the principal and emerging risks and uncertainties that it faces.
The Board confirms that it is satisfied that the Annual Report and Financial Statements taken as a whole are fair, balanced and understandable and provide the information necessary for shareholders to assess the Company's position and performance, business model and strategy.
The Board also confirms that it is satisfied that the Strategic Report and Directors' Report include a fair review of the development and performance of the business, and the Company, together with a description of the principal risks and uncertainties that it faces.
The Financial Statements are published on the www.jpmussmallercompanies.co.uk website, which is maintained by the Manager. The maintenance and integrity of the website maintained by the Manager is, so far as it relates to the Company, the responsibility of the Manager. The work carried out by the Auditors does not involve consideration of the maintenance and integrity of this website and, accordingly, the Auditor accepts no responsibility for any changes that have occurred to the accounts since they were initially presented to the website. The accounts are prepared in accordance with UK legislation, which may differ from legislation in other jurisdictions.
For and on behalf of the Board
David Ross
Chairman
18th March 2022
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31ST DECEMBER 2021
2021 | 2020 | |||||
Revenue | Capital | Total | Revenue | Capital | Total | |
£'000 | £'000 | £'000 | £'000 | £'000 | £'000 | |
Gains on investments held at fair value | ||||||
through profit or loss | - | 44,039 | 44,039 | - | 30,977 | 30,977 |
Net foreign currency (losses)/gains on | ||||||
cash and loans | - | (284) | (284) | - | 213 | 213 |
Income from investments | 3,236 | - | 3,236 | 2,894 | - | 2,894 |
Interest receivable | 30 | - | 30 | 68 | - | 68 |
Gross return | 3,266 | 43,755 | 47,021 | 2,962 | 31,190 | 34,152 |
Management fee | (468) | (1,873) | (2,341) | (329) | (1,314) | (1,643) |
Other administrative expenses | (422) | - | (422) | (402) | - | (402) |
Net return before finance costs | ||||||
and taxation | 2,376 | 41,882 | 44,258 | 2,231 | 29,876 | 32,107 |
Finance costs | (51) | (201) | (252) | (55) | (217) | (272) |
Net return before taxation | 2,325 | 41,681 | 44,006 | 2,176 | 29,659 | 31,835 |
Taxation | (477) | - | (477) | (416) | - | (416) |
Net return after taxation | 1,848 | 41,681 | 43,529 | 1,760 | 29,659 | 31,419 |
Return per share (note 2) | 2.87p | 64.81p | 67.68p | 3.00p | 50.59p | 53.59p |
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31ST DECEMBER 2021
Called up | Capital | |||||
share | Share | redemption | Capital | Revenue | ||
capital | Premium | reserve | reserves1 | reserve1 | Total | |
£'000 | £'000 | £'000 | £'000 | £'000 | £'000 | |
At 31st December 2019 | 1,445 | 13,392 | 1,851 | 179,718 | 1,846 | 198,252 |
Issue of new Ordinary shares | 54 | 8,096 | - | - | - | 8,150 |
Repurchase of shares into Treasury | - | - | - | (972) | - | (972) |
Reissue of shares from Treasury | - | 482 | - | 972 | - | 1,454 |
Net return for the year | - | - | - | 29,659 | 1,760 | 31,419 |
Dividends paid in the year (note 3) | - | - | - | - | (1,464) | (1,464) |
At 31st December 2020 | 1,499 | 21,970 | 1,851 | 209,377 | 2,142 | 236,839 |
Issue of new Ordinary shares | 137 | 23,354 | - | - | - | 23,491 |
Shares reissued from Treasury | - | 43 | - | 417 | - | 460 |
Repurchase of shares into Treasury | - | - | - | (939) | - | (939) |
Net return for the year | - | - | - | 41,681 | 1,848 | 43,529 |
Dividends paid in the year (note 3) | - | - | - | - | (1,597) | (1,597) |
At 31st December 2021 | 1,636 | 45,367 | 1,851 | 250,536 | 2,393 | 301,783 |
1 These reserves form the distributable reserves of the Company and may be used to fund distributions to investors.
STATEMENT OF FINANCIAL POSITION
AS AT 31ST DECEMBER 2021
2021 | 2020 | |
£'000 | £'000 | |
Fixed assets | ||
Investments held at fair value through profit or loss | 322,123 | 251,210 |
Current assets | ||
Debtors | 559 | 612 |
Cash and cash equivalents | 3,057 | 5,985 |
3,616 | 6,597 | |
Creditors: amounts falling due within one year | (1,807) | (20,967) |
Derivative financial liabilities | - | (1) |
Net current assets/(liabilities) | 1,809 | (14,371) |
Total assets less current liabilities | 323,932 | 236,839 |
Creditors: amounts falling due after more than one year | (22,149) | - |
Net assets | 301,783 | 236,839 |
Capital and reserves | ||
Called up share capital | 1,636 | 1,499 |
Share premium | 45,367 | 21,970 |
Capital redemption reserve | 1,851 | 1,851 |
Capital reserves | 250,536 | 209,377 |
Revenue reserve | 2,393 | 2,142 |
Total shareholders' funds | 301,783 | 236,839 |
Net asset value per share (note 4) | 462.1p | 394.9p |
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31ST DECEMBER 2021
2021 | 2020 | |
£'000 | £'000 | |
Net cash outflow from operations before dividends and interest | (2,710) | (2,070) |
Dividends received | 2,694 | 2,458 |
Interest received | 30 | 68 |
Overseas tax recovered | 50 | 41 |
Interest paid | (240) | (323) |
Net cash (outflow)/inflow from operating activities | (176) | 174 |
Purchases of investments | (105,707) | (105,374) |
Sales of investments | 77,565 | 96,021 |
Settlement of foreign currency contracts | 5 | 4 |
Net cash outflow from investing activities | (28,137) | (9,349) |
Dividends paid | (1,597) | (1,464) |
Issue of Ordinary shares | 23,891 | 8,136 |
Shares reissued from Treasury | 460 | 1,454 |
Repurchase of shares into Treasury | (939) | (972) |
Drawdown of bank loan | 3,531 | 3,800 |
Net cash inflow from financing activities | 25,346 | 10,954 |
(Decrease)/increase in cash and cash equivalents | (2,967) | 1,779 |
Cash and cash equivalents at start of year | 5,985 | 4,605 |
Exchange movements | 39 | (399) |
Cash and cash equivalents at end of year | 3,057 | 5,985 |
(Decrease)/increase in cash and cash equivalents | (2,967) | 1,779 |
Cash and cash equivalents consist of: | ||
Cash and short term deposits | 27 | 3 |
Cash held in JPMorgan US Dollar Liquidity Fund | 3,030 | 5,982 |
Total | 3,057 | 5,985 |
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31ST DECEMBER 2021
1. Accounting policies
Basis of accounting
The financial statements are prepared under the historical cost convention, modified to include fixed asset investments at fair value, and in accordance with the Companies Act 2006, United Kingdom Generally Accepted Accounting Practice (UK GAAP), including 'the Financial Reporting Standard applicable in the UK and Republic of Ireland' (FRS 102) and with the Statement of Recommended Practice 'Financial Statements of Investment Trust Companies and Venture Capital Trusts' (the 'SORP') issued by the Association of Investment Companies in April 2021.
All of the Company's operations are of a continuing nature.
The financial statements have been prepared on a going concern basis. The disclosures on going concern in the Audit Committee Report in the Annual Report form part of these financial statements.
The policies applied in these financial statements are consistent with those applied in the preceding year.
2. Return per share
2021 | 2020 | |
£'000 | £'000 | |
Revenue return | 1,848 | 1,760 |
Capital return | 41,681 | 29,659 |
Total return | 43,529 | 31,419 |
Weighted average number of shares, excluding Treasury shares, in issue during the year | 64,314,208 | 58,620,594 |
Revenue return per share | 2.87p | 3.00p |
Capital return per share | 64.81p | 50.59p |
Total return per share | 67.68p | 53.59p |
3. Dividends
(a) Dividends paid and declared
2021 | 2020 | |
£'000 | £'000 | |
Dividend paid | ||
2020 final dividend of 2.5p (2019: 2.5p) paid to shareholders in May 2021 | 1,597 | 1,464 |
Dividend declared | ||
2021 final dividend of 2.5p (2020: 2.5p) declared | 1,633 | 1,499 |
All dividends paid and declared in the year have been funded from the revenue reserve. The dividend declared in respect of the year ended 31st December 2020 amounted to £1,499,000. However, the amount paid amounted to £1,597,000 due to shares issued after the balance sheet but prior to the share register record date.
The final dividend has been declared in respect of the year ended 31st December 2021. In accordance with the accounting policy of the Company, this dividend will be reflected in the accounts for the year ending 31st December 2022.
(b) Dividends for the purposes of Section 1158 of the Corporation Tax Act 2010 (Section 1158)
The requirements of Section 1158 are considered on the basis of dividends declared in respect of the financial year as shown below. The revenue available for distribution by way of dividend for the year is £1,848,000 (2020: £1,760,000).
2021 | 2020 | |
£'000 | £'000 | |
2021 final dividend of 2.5p (2020: 2.5p) declared | 1,633 | 1,499 |
4. Net asset value per share
2021 | 2020 | |
Net assets (£'000) | 301,783 | 236,839 |
Number of shares in issue | 65,306,265 | 59,969,382 |
Net asset value per share | 462.1p | 394.9p |
5. Status of results announcement
2020 Financial Information
The figures and financial information for 2020 are extracted from the published Annual Report and Financial Statements for the year ended 31st December 2020 and do not constitute the statutory accounts for the year. The Annual Report and Financial Statements have been delivered to the Registrar of Companies and included the Report of the Independent Auditors which was unqualified and did not contain a statement under either section 498(2) or section 498(3) of the Companies Act 2006.
2021 Financial Information
The figures and financial information for 2021 are extracted from the Annual Report and Financial Statements for the year ended 31st December 2021 and do not constitute the statutory accounts for that year. The Annual Report and Financial Statements include the Report of the Independent Auditors which is unqualified and does not contain a statement under either section 498(2) or section 498(3) of the Companies Act 2006. The Annual Report and Accounts will be delivered to the Register of Companies in due course.
Neither the contents of the Company's website nor the contents of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of, this announcement.
For further information, please contact:
Lucy Dina
For and on behalf of JPMorgan Funds Limited,
Company Secretary
020 7742 4000
Neither the contents of the Company's website nor the contents of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of, this announcement.
JPMORGAN FUNDS LIMITED
ENDS
A copy of the annual report will be submitted to the FCA's National Storage Mechanism and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
The Annual Report will shortly be available on the Company's website at www.jpmussmallercompanies.co.uk where up-to-date information on the Company, including daily NAV and share prices, factsheets and portfolio information can also be found.