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JZ Capital Partners is an Investment Trust

The strategy is to realise investments, pay down debt and reduce commitments to new investments. In addition, the company will return capital to Shareholders while meeting the capital requirements of the portfolio in order to achieve NAV growth.

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Interim Results 2011

18 Oct 2011 07:00

RNS Number : 3363Q
JZ Capital Partners Ltd
18 October 2011
 



 

 

 

 

 

JZ Capital Partners Limited ("JZCP" or "the Company")

INTERIM RESULTS FOR THE SIX MONTHS ENDED 31 AUGUST 2011

 

18 October 2011

 

JZ Capital Partners Limited (JZCP), the London listed private equity fund which principally invests in high quality US and European micro cap companies, today announces its unaudited results for the six months ended 31 August 2011.

 

Highlights

·; 12th consecutive quarter of NAV growth

·; Net Asset Value ("NAV") Total Return1 of 2.9% including:

- NAV of US$591million (FY10:US$581m) / NAV per share of US$9.09 (FY10:US$8.93)

- Distributions of US$6.1million or 9.5c per share paid in July

·; Interim Dividend of 3.5c per share and a Special Dividend of 3.0c per share for the period

·; A solid operating performance from the underlying portfolio companies in the US and European micro cap portfolios with realised and unrealised investment gains offsetting listed equity declines

·; 74% of micro cap investments produced YoY EBIDTA growth

·; NAV growth driven by a valuation uplift from Factor Energia in the EuroMicrocap Fund (2010), LP (19 cents per share), Dantom (14 cents per share) and Galson Laboratories (9 cents per share) in the US

·; Acquisitions and investments during the period totalled US$67.8million in seven businesses

·; Two further acquisitions in Spain (Docout and Grupo Ombuds) increased the proportion of European investments to 9% of JZCP's NAV

·; Significant realisations including:

- Advanced Chemistry & Technology, Inc.(US$18.2million) - 5.6x of capital invested with an IRR of 35%

·; Potential for an accelerated near term investment programme in the US and Europe and for realisation in the US

·; JZCP is uniquely positioned in a challenging market environment with a strong balance sheet and a diversified portfolio

Commenting on the results, David Zalaznick, Founder and Investment Adviser to JZCP, said:

"It is particularly pleasing to have delivered another period of NAV growth, driven by increased earnings in our micro cap investments, despite sharp declines in global markets during the period. Our value orientated investment strategy has been consistent for the past 25 years and has proven to provide our shareholders with attractive returns. We are well diversified with a strong balance sheet and well positioned to invest opportunistically in high quality companies both in the US and Europe."

There will be an analyst and investor presentation to discuss the results at 9.30am (BST) today at FTI Consulting, 26 Southampton Buildings, London WC2A 1PB. Anyone who would like to attend and is yet to register is asked to contact Tom Willetts at FTI Consulting on +44 207 269 7175 or tom.willetts@fticonsulting.com

 

A conference call facility will also be available by dialling +44 (0)20 3364 5381 (UK) with the access code 3680487. A playback facility will be available two hours after the conference call concludes. This facility may be accessed until 25 October 2011 by dialling +44 (0)20 7111 1244 with the access code 3680487#.

 

For further information:

 

Neil Doyle/ Ed Berry +44 (0)20 7269 7237 /7297FTI Consulting

 

David Zalaznick +1 212 572 0800 Jordan/Zalaznick Advisers, Inc.

 

About JZCP

JZCP is a London listed private equity fund which invests in high quality US and European micro cap companies. Our objective is to achieve a superior overall return comprised of a current yield and significant capital appreciation. JZCP receives investment advice from Jordan/Zalaznick Advisers, Inc ("JZAI") which is led by David Zalaznick and Jay Jordan. They have worked together for 30 years and are supported by teams of investment professionals in New York, Chicago, London and Madrid. JZAI's experts work with the existing management of micro cap companies to help build better businesses, create value and deliver strong returns to our investors. JZCP also invests in mezzanine loans, first and second lien investments and other publicly traded securities. For more information please visit our website at www.jzcp.com

 

1Defined as the percentage change in the net asset value per share inclusive of dividends paid during the relevant period

 

 

 

Chairman's Statement

 

I am pleased to report the results of JZ Capital Partners Limited ("JZCP" or the "Company") for the six-month period ended 31 August 2011.

 

Performance

The first six months of the Company's financial year have been dominated by macroeconomic uncertainty and significant market volatility, putting an end to the sustained equity capital market rally. The effects on the Company have principally been that the quoted values of its listed investments have reduced along with the market comparables used to value some of the Company's private and micro cap investments. It has also slowed progress on potential realisations.

 

The Board is pleased to be able, against this background, to announce that JZCP has produced a solid set of interim results, providing shareholders with a total NAV return (NAV appreciation and reinvested dividends) of 2.9%. The Company has a disciplined investment strategy and a strong balance sheet which incorporates a significant amount of liquidity.

 

While the main negative contributor to NAV was the reduction in value of the Company's listed investments of US$17.0 million or 26 cents per share, this was compensated by other net investment gains of US$23.3 million or 35 cents per share. These came notably from the sale of Advanced Chemistry & Technology, Inc. and write ups, justified by earnings increases, of Galson Laboratories, Dantom Systems, Inc. and Factor Energia.

 

Elsewhere in the micro cap portfolio, earnings increases offset reductions in applicable comparable multiples but in the case of Salter Labs, Inc., a reduction in earnings as well as in the comparable multiple required a write down of US$5.4 million.

 

Portfolio

At the end of the period the portfolio consisted of 42 companies across eight industries in the US and Europe. The Board has been particularly pleased with the micro cap investments which continue to be a significant growth driver for JZCP. There is a strong pipeline of opportunities for JZCP in both the US and Europe, and our advisers JZAI are continuing to examine potential investments in the industry verticals of testing services, industrial services solutions, sensors solutions, specialty foods and water treatment industries.

 

One of these opportunities came to fruition in July 2011 when the Company made a US$5.4 million co-investment in Justrite Manufacturing Company, which produces safety cabinets, safety cans and spill containment systems.

 

Other highlights include a US$7.7 million acquisition, in our water treatment vertical, of Nashville Chemical, a manufacturer of industrial water systems products, and an additional US$3.8 million investment made in Milestone Aviation, a helicopter leasing business.

 

When balance sheet cash and liquid securities are netted out, the Company's non-public portfolio of businesses trades at a 47% discount to NAV. The Board values these private investments conservatively, at 6.9X EBITDA.

 

Acquisitions and investments during the period totalled US$67.8 million in seven businesses.

 

European Micro Cap

There has been significant progress with the European micro cap portfolio which now consists of four investments in Spain. Through the EuroMicrocap Fund the Company acquired two of these companies during the six months to 31 August 2011: Docout, a digital storage and processing specialist was bought in April and Grupo Ombuds, which provides asset protection and security for government officials, was acquired in May. The largest positive contribution to our NAV increase came from Factor Energia.

 

The Company is continuing to explore attractive investment opportunities in Spain and elsewhere in Europe that will complement and further diversify the existing portfolio.

 

Realisations

The Company realised its investment in Advanced Chemistry & Technology, Inc. a US based manufacturer of sealants and chemical products for the aerospace industry, for US$18.2 million (after deducting escrows). It was purchased in 2001 and earned a multiple of capital invested of 5.6x and an IRR of 35%.

 

Distributions

Net cash revenue for period allows the Directors to have declared an Interim Dividend of 3.5 cents per share for the six months ended 31 August 2011. In addition, revenue that had previously been reported as non-cash which has now been converted to cash allows the Directors to declare a Special Dividend of 3.0 cents per share.

 

Total distributions cannot necessarily be predicted or maintained because the occurrence of circumstances that allow the declaration of Special Dividends is irregular. However, the conditions that could allow further Special distributions continue to be favourable.

 

Share Buy backs

The Directors continue to consider using the Company's share buy back facility on investment grounds but will maintain its focus on deploying capital in the micro cap sector. The Directors will not consider using the share buy back facility as a short term measure to narrow the discount to NAV.

 

Incentive Fee

It is the policy of the Directors to provide where appropriate for the capital and income incentive fees to which JZAI becomes entitled under the investment advisory and management agreement with Jordan/Zalaznick Advisers, Inc.. At 31 August 2011 no provision was taken for the income incentive fee but a provision of US$4.1 million was accrued for the capital incentive fee, exclusive of the capital incentive fee that is separately accrued at US$3.8 million as a carried interest in the EuroMicrocap Fund (2010), LP.

 

Conversion of Shares

Due to recent changes in the ownership of the Ordinary shares of no par value in the capital of the Company and to ensure that no more than 50% of the Ordinary shares are held by US residents, in August 2011 a number of US resident Shareholders of the Company voluntarily requested to convert some of their Ordinary shares into Limited Voting Ordinary shares in the capital of the Company ("LVOS").

 

Outlook

The outlook for the Company is positive despite the continued uncertainty of the economic environment in the US and Europe, which is making realisations and acquisitions slow and challenging. However, the Board is encouraged by the pickup in pace of investments and the prospects for activity in the US, in the industry sectors focused on by the verticals, and in Europe. The Board believes the Company is well positioned in the current market condition given the liquidity in the balance sheet.

 

The Company will continue to focus on preserving shareholder value throughout these turbulent times and is well positioned to grow its NAV further, using its large cash reserves to make further investments in the micro cap sector.

 

David Macfarlane

Chairman

17 October 2011

 

Investment Adviser's Report

 

Dear Fellow Shareholders:

 

We are pleased to report that JZCP's financial condition for the six months ended 31 August 2011 continues to be exceptionally strong with enhanced liquidity from realisations. During this period JZCP's Total NAV Return (which we define as the percentage change in the net asset value per share inclusive of dividends paid during the relevant period) increased by 2.9%. After paying special and final dividends of 9.5 cents in July 2011, our NAV increased from US$8.93 to US$9.09.

 

We feel that a strong balance sheet is highly desirable in the current environment, especially given our ambitions to build out our investment portfolio both in the US and Europe in various industry sectors. Your Company's liquidity is US$156.6 million in cash and treasury gilts (23% of assets) and there is no outstanding debt or long-term obligations other than the ZDPs due in 2016.

 

JZCP's underlying portfolio companies are all performing well on an operating basis. We wish our stock price had kept up with our NAV growth during the six months ended 31 August 2011, as JZCP's share price discount widened as compared to its net asset value from 26% to 33%. Although we outperformed the FTSE 100, which was down 10%, we are subject to the uncertainties hanging over the public markets. Since we can't solve the macro-economic problems, our focus continues to be on long-term NAV and dividend growth.

 

NAV Growth

For the six months ending 31 August 2011, JZCP's net assets increased from US$8.93 per share to US$9.09, a 1.8% increase (after the 9.5 cents of dividends paid in July 2011). This represents the 12th consecutive quarter in which the NAV has increased. The chart below shows the source of this recent growth:

 

 

 

Net Asset Value per Ordinary Share as of 28 February 2011
US$8.93
+Increase in Underlying Investments
0.35

-Decrease in Listed Equities

(0.26)

+Income from Investments

0.35

-ZDP Dividend Accrual

(0.05)

-Dividends Paid

(0.09)

-Fees and Expenses

(0.16)

+/- Other

0.02

Net Asset Value per Ordinary Share as of 31 August 2011

US$9.09

 

As shown below, the primary source of NAV growth is the increase in the valuations of Factor Energia in the EuroMicrocap Fund (2010), LP (19 cents per share), Galson Holdings, Inc. (9 cents) and Dantom Systems, Inc. 8 cents). These gains are all due to continued operational and financial improvements in these companies. In addition, we realised a gain of 8 cents per share from the sale of one of our legacy companies, Advanced Chemistry & Technology, Inc.

 

 

Portfolio Summary

We would like to show you a "snapshot" of JZCP's assets as of 31 August 2011 compared with the position as of 28 February 2011 fiscal year-end, six months ago.

31.8.11

28.2.11

Change

US$'000

US$'000

US$'000

US micro cap portfolio

264,595

230,601

33,994

European micro cap portfolio

77,196

32,899

44,297

Mezzanine investments

48,627

48,499

128

Legacy portfolio

25,135

42,620

(17,485)

Total private investments

415,553

354,619

60,934

Listed equity

77,193

105,016

(27,823)

Bank debt

34,828

34,121

707

Treasury gilts

25,060

-

25,060

Cash and cash equivalents

130,504

172,267

(41,763)

Total listed investments (including cash)

267,585

311,404

(43,819)

Total investments (including cash)

683,138

666,023

17,115

Other current assets

876

464

412

Total assets

684,014

666,487

17,527

 

US Micro Cap Portfolio

Our US micro cap portfolio continues to perform well, with all but four of our 15 businesses showing year over year EBITDA growth. All of these investments employ low leverage, currently at 1.3x EBITDA of debt senior to JZCP's position. The average multiple used in valuing these entities continues to be low at 6.9x.

We have written up two of our US micro cap investments, as they continue to outperform expectations. Galson Holdings, Inc., the industrial hygiene testing company, has seen its value increase by US$1.4 million. Danton increased by US$5.3 million.

 

The uncertainty in the capital markets has made both purchasing and selling of companies challenging.

However, we were able to put US$24 million to work in our US micro cap portfolio as follows:

 

·; We made our third Industrial Services vertical acquisition - Southern Parts and Engineering Company ("SPE"), an independent supplier of aftermarket products and services for industrial air compressors. The company provides internal parts, filters, and lubricants for most reciprocating and rotary OEM brands of compressors. Our US$7 million investment in SPE consists of US$4.5 million of 10% notes and US$2.5 million of preferred and common stock. We hold a 41.5% equity interest in this business. 

 

·; We acquired Nashville Chemical, which was the first investment into our water vertical. Nashville Chemical is a specialty water treatment, chemical and services company; which treats boilers, cooling water, and process water systems for industrial and commercial customers. Nashville blends and distributes a comprehensive line of chemicals that provide scale and corrosion control in boilers, pre-boilers, and various return systems. Nashville Chemical's water treatment solutions remove harmful contaminants from water, which ultimately improve the efficiency and extend the life of its customer's assets. Our US$7.7 million investment in this entity consists of US$3.8 million in notes, and US$3.9 million of preferred and common stock. We hold a 40.1% equity interest in this business.

 

·; We co-invested with Baird Capital Partners in Justrite, a leading designer and manufacturer of safety products for the handling and storage of flammable and hazardous liquids. Manufacturers, laboratories, commercial buildings and other users of flammable and hazardous liquids rely on Justrite products to comply with regulatory requirements, meet safety codes and prevent catastrophic events caused by fires or spillage. We invested US$5.4 million in preferred and common stock, representing 14% of the company's equity.

 

·; We invested an additional US$3.8 million in Milestone Aviation, bringing our stake in this business' preferred and common stock to US$6.6 million. This investment represents 2.8% of the company's equity. JZCP has a US$10.0 million commitment to this company of which; US$3.4 million dollars remains to be invested.

 

 

European Investments

Factor Energia, the first investment of the EuroMicrocap Fund (2010), LP (of which JZCP owns 75%), is an energy distribution business in Spain, which resells electricity to small and medium-sized companies, a recently deregulated part of the electric utility sector. The Fund bought this company off €3 million EBITDA for 2009 and the company made €9.7million of EBITDA in 2010. As a result, we have written up JZCP's share of this investment by $17.6 million using a 4.5x EBITDA multiple.

 

Xacom, a business-to-business telecom products business, is also performing well. Xacom is growing quickly with new products and geographic expansion outside of Spain. Xacom has opened offices in Chile and Mexico since its acquisition by the Fund and there are plans to expand further into other Latin American countries.

 

The Fund acquired Docout, a provider of digitalization, document processing and storage services to Spanish financial institutions, utilities and insurance companies in April 2011. The Fund invested €11 million in equity and JZCP directly loaned Docout €2.0 million for working capital. Docout was awarded its largest document outsourcing contract from Bank Santander prior to its acquisition.

 

Finally, the Fund made a €12.7 million investment in Grupo Ombuds, a leading provider of security, surveillance and facility services to public sector and blue-chip clients in Spain. JZCP also loaned the company €8.5 million. Ombuds' service offering includes personal security protection to government officials and corporate executives, asset protection, security services to public and corporate buildings and the provision of ancillary facility services. The company is a niche player with strong growth potential and has a leading market share in Spain.

 

All four investments represent 9% of JZCP's total assets as at 31 August 2011.

 

Other Assets

Over the past year, the bulk of our Mezzanine Portfolio has been re-paid. We currently have two investments of size, Continental Cement (a Midwestern United States cement plant) and HAAS (an automobile paint system supplier company). Both companies are performing well, and paying cash interest per their terms.

 

Regarding our Legacy Portfolio, the sale of Advanced Chemistry & Technology , Inc. in July 2011 was a positive outcome to a long term investment. JZCP received US$18.2 million for its US$3.4 million investment, representing a 5.6x multiple of capital invested. We had written Advanced Chemistry & Technology's value up to the point where the proceeds from this sale represented a US$5.5 million gain.

 

The only legacy investment left of any size is Healthcare Products, our power wheelchair company. Despite the myriad "balls out of left field" from Medicare, its primary customer, this company continues to perform to plan.

 

Our Listed Equities declined with the market: TAL (the international container leasing company) and Safety Insurance (a Massachusetts based insurance company) together accounted for a reduction of per share NAV of 26 cents or US$17.0 million. All that being said, in April 2011, we were able to sell 22.8% of our position in TAL in a successful secondary share offering for a US$7.7 million gain.

 

New Opportunities and Current events

We are gaining traction on our strategic industry verticals and anticipate making several acquisitions in the near term. In addition, we are always looking for co-investments and opportunistic investments that may arise and have several under review. As expected, the upheaval in the capital markets has made realisations challenging, though we hope to have some good news within the next year.

 

Principal Risks and Uncertainties

As an investment fund, our principal risks are those that are associated with its investment portfolio. Given the nature of the portfolio, the principal risks are associated with the financial and operating performance of the underlying investments, along with market risk associated with the publicly listed equities.

 

Outlook

Our investment verticals have started to gain momentum in terms of acquisitions and we anticipate seeing the pace of investment accelerate in the next six months. At the same time, we will continue to realise on our existing portfolio and, if the capital markets cooperate, will be generating substantial cash for reinvestment.

 

Our basic premise is that we can continue to achieve superior returns by maintaining our investment discipline, and investing your (and our) money in a diversified portfolio of good quality niche businesses at reasonable prices. In most ways, our value oriented investment strategy has remained consistent through the years although the value-added/operations management component has increased significantly. We are pleased to have excellent managers as partners and together we develop growth strategies and work on operational efficiencies for the respective portfolio companies. This way of investing, we believe, offers superior risk adjusted returns for our shareholders over the long-term.

 

As we approach JZCP's 25th Anniversary this December, we are grateful to have the support of many longtime shareholders as well as from new shareholders. We've seen JZCP's assets grow from US$42 million at inception to US$700 million today and we've paid out approximately US$120 million in dividends. Our respective teams in the US and Europe have grown considerably; they do the heavy lifting and have made JZCP's growth possible.

 

As always, thank you for your confidence in our investment strategy. Please feel free to contact us with any ideas that might be beneficial to JZCP.

 

Happy Anniversary!

Yours Faithfully,

 

 

David W. Zalaznick

John W. Jordan II

 

 

Unaudited Statement of Comprehensive Income

 

For the Period from 1 March 2011 to 31 August 2011

 

 

Six month period from 1 March 2011 to 31 August 2011

Six month period from 1 March 2010 to 31 August 2010

Revenue

Capital

Total

Revenue

Capital

Total

Notes

return

return

return

return

US$'000

US$'000

US$'000

US$'000

US$'000

US$'000

Income

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

 

 

5

 

 

-

 

 

(5,980)

 

 

(5,980)

 

 

-

 

 

32,602

 

 

32,602

Impairments on loans and receivables

 

6

 

-

 

(87)

 

(87)

 

-

 

(2,439)

 

(2,439)

Share of associate's net income

 

7

 

-

 

12,390

 

12,390

 

-

 

-

 

-

Net foreign currency exchange losses

 

-

 

(152)

 

(152)

 

-

 

(507)

 

(507)

Realised gains on investments held in escrow accounts

 

 

-

 

 

1,288

 

 

1,288

 

 

-

 

 

801

 

 

801

Investment income

8

23,579

-

23,579

20,074

-

20,074

Bank and deposit interest

236

-

236

141

-

141

Total income

23,815

7,459

31,274

20,215

30,457

50,672

Expenses

Investment Adviser's base fee

 

10

 

(5,069)

 

-

 

(5,069)

 

(2,725)

 

(1,467)

 

(4,192)

Investment Adviser's capital incentive fee

 

10

 

-

 

(4,068)

 

(4,068)

 

-

 

-

 

-

Administrative expenses

10

(1,568)

-

(1,568)

(1,075)

-

(1,075)

Total expenses

(6,637)

(4,068)

(10,705)

(3,800)

(1,467)

(5,267)

Operating profit

17,178

3,391

20,569

16,415

28,990

45,405

Finance costs

Finance costs in respect of Zero Dividend Preference shares

 

 

9

 

 

-

 

 

(3,261)

 

 

(3,261)

 

 

-

 

 

(2,823)

 

 

(2,823)

Profit before taxation

17,178

130

17,308

16,415

26,167

42,582

Withholding taxes

11

(860)

-

(860)

(487)

-

(487)

Profit for the period

16,318

130

16,448

15,928

26,167

42,095

Weighted average number of Ordinary shares in issue during period

 

 

15

 

 

65,018,610

65,018,610

Basic and diluted gain per Ordinary share using the weighted average number of Ordinary shares in issue during the period

 

 

 

 

25.10c

 

 

 

 

20c

 

 

 

 

25.30c

 

 

 

 

24.50c

 

 

 

 

40.25c

64.74c

 

All items in the above statement are derived from continuing operations.

 

All profit for the period is attributable to the Ordinary shareholders of the Company.

 

The format of the Income Statement follows the recommendations of the AIC Statement of Recommended Practice.

 

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

 

Unaudited Statement of Financial Position

 

As at 31 August 2011

 

 

31 August

28 February

2011

2011

Notes

US$'000

US$'000

Assets

Investments at fair value through profit or loss

12

445,026

447,804

Investments classified as loans and receivables

12

46,065

45,952

Investment in an associate

12

61,543

-

Other receivables

876

464

Cash and cash equivalents

130,504

172,267

Total assets

684,014

666,487

Liabilities

Zero Dividend Preference shares

13

85,718

82,341

Other payables

7,204

3,358

Total liabilities

92,922

85,699

Equity

Share capital account

149,269

149,269

Distributable reserve

353,528

353,528

Capital reserve

22,063

21,933

Revenue reserve

66,232

56,058

Total equity

591,092

580,788

Total liabilities and equity

684,014

666,487

Number of Ordinary shares in issue at period/year end

 

14

 

65,018,610

 

65,018,610

Net asset value per Ordinary share

16

US$ 9.09

US$ 8.93

 

 

 

These unaudited financial statements were approved by the Board of Directors and authorised for issue on 17 October 2011. They were signed on its behalf by:

 

David Macfarlane Patrick Firth

Chairman Director

 

 

 

 

Unaudited Statement of Changes in Equity

 

For the Period from 1 March 2011 to 31 August 2011

 

Share

Capital Reserve

 

 

 

 

Notes

Capital

Account

US$'000

Distributable

Reserve

US$'000

 

Realised

US$'000

 

Unrealised

US$'000

Revenue

Reserve

US$'000

 

Total

US$'000

Balance as at 1 March 2011

149,269

353,528

1,638

20,295

56,058

580,788

Net gains in prior periods now realised

5

-

-

11,915

(11,915)

-

-

(Loss)/profit for the period

-

-

(355)

485

16,318

16,448

Dividend paid

22

-

-

-

-

(6,144)

(6,144)

 

Balance as at 31 August 2011

 

149,269

 

353,528

 

13,198

 

8,865

 

66,232

 

591,092

 

 

Comparative for the period from 1 March 2010 to 31 August 2010

 

Share

Capital Reserve

 

 

 

 

Notes

Capital

Account

US$'000

Distributable

Reserve

US$'000

 

Realised

US$'000

 

Unrealised

US$'000

Revenue

Reserve

US$'000

 

Total

US$'000

Balance as at 1 March 2010

149,269

353,517

(20,617)

(64,573)

39,917

457,513

(Loss)/profit for the period

-

-

(3,424)

29,591

15,928

42,095

Dividend paid

-

-

-

-

(4,226)

(4,226)

Increase in receivables relating to JZ Equity Partners Plc

 

-

 

9

 

-

 

-

 

-

 

9

 

Balance as at 31 August 2010

 

149,269

 

353,526

 

(24,041)

 

(34,982)

 

51,619

 

495,391

 

 

 

Unaudited Statement of Cash Flows

 

For the Period from 1 March 2011 to 31 August 2011

 

Six month

Six month

period from

period from

1 March 2011 to

1 March 2010 to

31 August 2011

31 August 2010

Notes

US$'000

US$'000

Operating activities

Net cash inflow from operating activities

17

3,939

5,482

Cash outflow from purchase of investments

(36,954)

(37,026)

Cash outflow from purchase of treasury notes

(24,433)

(99,695)

Cash outflow from purchase of interest in associate

(49,153)

-

Cash inflow from realisation of investments

70,982

16,266

Net cash outflow before financing activities

(35,619)

(114,973)

Financing activity

Dividends paid to shareholders

22

(6,144)

(4,226)

Net cash outflow from financing activities

(6,144)

(4,226)

Decrease in cash and cash equivalents

(41,763)

(119,199)

Reconciliation of net cash flow to movements in cash and cash equivalents

Cash and cash equivalents as at 1 March

172,267

134,867

Decrease in cash and cash equivalents as above

(41,763)

(119,199)

Cash and cash equivalents as at 31 August

130,504

15,668

 

 

 

The accompanying form an integral part of the financial statements.

 

 

 

Notes to the Condensed Interim Financial Statements

 

1. General Information

JZ Capital Partners Limited (the "Company") is a Guernsey domiciled closed-ended investment company which was incorporated in Guernsey on 14 April 2008 under The Companies (Guernsey) Law, 1994. The Company is now subject to the Companies (Guernsey) Law, 2008, which came in to effect on 1 July 2008. The Company's Share Capital consists of Ordinary shares and Zero Dividend Redeemable Preference ("ZDP") shares. The Ordinary shares and ZDP shares were admitted to the official list of the London Stock Exchange on 1 July 2008.

 

The Company was granted consent on 8 May 2008 by the Guernsey Financial Services Commission under The Control of Borrowing (Bailiwick of Guernsey) Ordinance,1959 to raise up to £300,000,000 by the issue of shares.

 

The Company was launched in connection with a scheme of reconstruction and voluntary winding up of JZ Equity Partners Plc ("JZEP") under section 110 of the Insolvency Act 1986. JZEP's assets, after providing for its liabilities were transferred in specie to the Company on 1 July 2008 and the Company issued to JZEP Shareholders (other than those who opted against the new scheme) one Ordinary Share for each JZEP Ordinary Share and one Zero Dividend Preference ("ZDP") Share for each JZEP ZDP Share that they held.

 

Limited Voting Ordinary Shares ("LVO") were issued so that certain of the Company's existing Shareholders and certain new investors that are Qualifying US Persons could participate in the ownership of the Company without causing the Company to be treated as a US domestic company for the purposes of US securities laws and/or a CFC for US tax purposes. Limited Voting Ordinary Shares are identical to, and rank pari passu in all respects with, the New Ordinary shares except that the Limited Voting Ordinary Shares will only carry a limited entitlement to vote in respect of the appointment or removal of Directors and will not carry any entitlement to vote in respect of certain other matters. The LVO shares are not listed and are not admitted to trade on or through the facilities of the London Stock Exchange.

 

The Company is classed as an authorised fund under the Protection of Investors (Bailiwick of Guernsey) Law 1987.

 

The Company's corporate objective is to create a portfolio of investments in businesses primarily in the United States, providing a superior overall return comprised of a current yield and significant capital appreciation. The Company's present strategies include investments in micro-cap buyouts, mezzanine loans (sometimes with equity participations) and high yield securities, senior secured debt and second lien loans and other debt and equity opportunities, including distressed debt and structured financings, derivatives and opportunistic purchase of publicly traded securities.

 

The Company has no direct employees. For its services the Investment Adviser receives a monthly management fee and may also be entitled to a performance-related fee (note 10). The Company has no ownership interest in the Investment Adviser. The Company is administered by Butterfield Fulcrum Group (Guernsey) Limited (note 10).

 

2. Significant Accounting Policies

The accounting policies adopted in the preparation of these condensed interim financial statements have been consistently applied during the period of this statement, unless otherwise stated.

 

Statement of Compliance

The condensed interim financial statements of the Company for the period 1 March 2011 to 31 August 2011 have been prepared in accordance with IAS 34, "Interim Financial Reporting" together with applicable legal and regulatory requirements of Guernsey Law and the Listing Rules of the London Stock Exchange. The condensed interim financial statements do not include all the information and disclosure required in the annual financial statements and should be read in conjunction with the annual report and audited financial statements at 28 February 2011.

 

Basis of Preparation

The condensed interim financial statements have been prepared under the historical cost or amortised cost basis, modified by the revaluation of certain financial instruments designated at Fair value through Profit or Loss upon initial recognition.

 

The accounting policies adopted in the preparation of these condensed interim financial statements have been consistent with the accounting policies stated in note 2 of the annual financial statements for the year ended 28 February 2011, except for the policy adopted in the period for the treatment of the Company's investment in associates (note 12). The preparation of condensed interim financial statements in conformity with IAS 34, "Interim Financial Reporting" requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the condensed interim financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

3. Segment Information

The Investment Manager is responsible for allocating resources available to the Company in accordance with the overall business strategies as set out in the Investment Guidelines of the Company. The Company has been organised into the following segments

 

• Portfolio of Bank debt.

• Portfolio of Mezzanine investments.

• Portfolio of US Micro Cap investments.

• Portfolio of European investments.

• Portfolio of Legacy investments.

• Portfolio of Listed investments.

 

The investment objective of each segment is to achieve consistent medium-term returns from the investments in each segment while safeguarding capital by investing in a diversified portfolio.

 

Investment in treasury gilts/notes are not considered part of any individual segment and have therefore been excluded from this segmental analysis.

 

There have been no changes in reportable segments during the course of the period. The segment information provided is also presented to the Board of the Company.

 

For the period ended 31 August 2011

 

Bank

Debt

US$'000

 

Mezzanine

Portfolio

US$'000

 

Micro Cap US

US$'000

Micro Cap European US$'000

 

Legacy

Portfolio

US$'000

 

Listed

Investments

US$'000

 

 

Total

US$'000

Interest revenue

1,210

2,726

14,108

283

2,153

-

20,480

Dividend revenue

-

-

-

-

-

2,865

2,865

Other revenue

124

-

-

-

-

-

124

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

 

 

1,868

 

 

-

 

 

3,715

 

 

-

 

 

4,308

 

 

(16,974)

 

 

(7,083)

Share of associate's net income

 

-

 

-

 

-

 

12,920

 

-

 

-

 

12,920

Impairments on loans and receivables

 

-

 

(87)

 

-

 

-

 

-

 

-

 

(87)

Investment Adviser's base fee

 

(319)

 

(446)

 

(2,427)

 

(708)

 

(708)

 

(231)

 

(4,839)

Investment Adviser's capital incentive fee1

 

610

 

2,690

 

(1,132)

 

(485)

 

-

 

(5,636)

 

(3,953)

Total segmental operating profit

 

3,493

 

4,883

 

14,264

 

12,010

 

5,753

 

(19,976)

 

20,427

 

1The capital incentive fee is allocated across segments where a realised or unrealised gain or loss has occurred. Segments with realised or unrealised losses are allocated a credit prorata to the size of the loss and segments with realised or unrealised gains are allocated a charge prorata to the size of the gain.

 

 

For the period ended 31 August 2010

 

Bank

Debt

US$'000

 

Mezzanine

Portfolio

US$'000

 

Micro Cap US

US$'000

Micro Cap European US$'000

 

Legacy

Portfolio

US$'000

 

Listed

Investments

US$'000

 

 

Total

US$'000

Interest revenue

1,473

5,890

8,645

-

1,344

-

17,352

Dividend revenue

-

-

-

-

-

2,384

2,384

Other revenue

54

-

-

-

23

-

77

Net gain on investments at fair value through profit or loss

 

 

10,057

 

 

-

 

 

2,596

 

 

-

 

 

10,544

 

 

7,904

 

 

31,101

Impairments on loans and receivables

 

-

 

(2,439)

 

-

 

-

 

-

 

-

 

(2,439)

Investment Adviser's base fee

 

(419)

 

(785)

 

(1,866)

 

-

 

(404)

 

(718)

 

(4,192)

Total segmental operating profit

 

11,165

 

2,666

 

9,375

 

-

 

11,507

 

9,570

 

44,283

 

At 31 August 2011

 

Bank

Debt

US$'000

 

Mezzanine

Portfolio

US$'000

 

Micro Cap US

US$'000

Micro Cap European US$'000

 

Legacy

Portfolio

US$'000

 

Listed

Investments

US$'000

 

 

Total

US$'000

Investments at fair value through profit or loss

 

34,828

 

2,562

 

264,595

 

77,196

 

25,135

 

77,193

 

481,509

Investments classified as loans and receivables

 

-

 

46,065

 

-

 

-

 

-

 

-

 

46,065

 

Total segmental assets

34,828

48,627

264,595

77,196

25,135

77,193

527,574

 

At 28 February 2011

 

Bank

Debt

US$'000

 

Mezzanine

Portfolio

US$'000

 

Micro Cap US

US$'000

Micro Cap European US$'000

 

Legacy

Portfolio

US$'000

 

Listed

Investments

US$'000

 

 

Total

US$'000

Investments at fair value through profit or loss

 

34,121

 

2,547

 

230,983

 

32,517

 

42,620

 

105,016

 

447,804

Investments classified as loans and receivables

 

-

 

45,952

 

-

 

-

 

-

 

105,016-

 

45,952

Total segmental assets

34,121

48,499

230,983

32,517

42,620

493,756

 

Certain income and expenditure is not considered part of the performance of an individual segment. This includes net foreign exchange gains, interest on cash, finance costs, management fees, custodian and administration fees, directors' fees and other general expenses.

 

 

The following table provides a reconciliation between net reportable segment income and operating profits.

 

Period ending

Period ending

31.08.2011

31.08.2010

US$ '000

US$ '000

Net reportable segment profit

20,427

44,283

Net unrealised gains on treasury gilts/notes

574

1,501

Realised gains on investments held in escrow accounts

1,288

801

Net foreign exchange losses

(152)

(507)

Interest on treasury notes

110

261

Interest on cash

236

141

Fees payable to investment adviser based on non segmental assets

 

(345)

 

-

Expenses not attributable to segments

(1,569)

(1,075)

Operating profit

20,569

45,405

 

Other receivables and prepayments are not considered to be part of individual segment assets. Certain liabilities are not considered to be part of the net assets of an individual segment. These include custodian and administration fees payable, directors' fees payable and Other payables and accrued expenses.

 

The following table provides a reconciliation between net total segment assets and liabilities and total assets and liabilities.

 

31.08.2011

28.02.2011

US$ '000

US$ '000

Total segmental assets

527,574

493,756

Treasury gilts

25,060

-

Cash and cash equivalents

130,504

172,267

Other receivables and prepayments

876

464

Total assets

684,014

666,487

Total segmental liabilities

-

-

Other payables and accrued expenses

(92,922)

(85,699)

Total liabilities

(92,922)

(85,699)

 

4. Critical Accounting Judgements and Key Sources of Estimation Uncertainty

In the application of the Company's accounting policies, which are described in note 2 to the annual financial statements for the year ended 28 February 2011, the Directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from their sources. The estimates and associated assumptions are based on historical experience of JZCP and other factors that are considered to be relevant. Actual results may differ from these estimates.

 

The estimates and underlying assumptions are reviewed on an on-going basis. Revisions to accounting estimates are recognised in the period in which the estimate was revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods.

 

Key sources of estimation uncertainty

The following are the key assumptions and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year:

 

Fair value of investments at fair value through profit or loss ("FVTPL")

Certain investments are classified as FVTPL, and valued accordingly, as disclosed in note 2 of the annual financial statements for the year ended 28 February 2011 and the valuation policy. The key source of estimation uncertainty is on the valuation of unquoted equities and equity-related securities.

 

Loans and receivables

Certain investments are classified as loans and receivables, and valued accordingly, as disclosed in note 2 of the annual financial statements for the year ended 28 February 2011 and the valuation policy. The key estimation is the impairment review and the key assumptions are as disclosed in note 2 of the annual financial statements for the year ended 28 February 2011.

 

5. Net (loss)/gain on investments at fair value through profit or loss

Period ended

Period ended

31.08.2011

31.08.2010

US$ '000

US$ '000

Net unrealised (loss)/gain in period

(11,666)

32,537

Proceeds from investments realised

70,982

16,266

Cost of investments realised

(51,257)

(16,201)

Cost of investments written off

(2,124)

-

Unrealised gains in prior periods now realised

(11,915)

-

Net realised gain in period

5,686

65

Net (loss)/gain on investments in period

(5,980)

32,602

 

6. Impairments on loans and receivables

Period ended

Period ended

31.08.2011

31.08.2010

US$ '000

US$ '000

Net impairments on loans and receivables

(87)

(2,439)

(87)

(2,439)

 

7. Share of associate's net income

Period ended

Period ended

31.08.2011

31.08.2010

US$ '000

US$ '000

Share of associate's net income

12,390

-

12,390

-

 

8. Investment income

Period ended

Period ended

31.08.2011

31.08.2010

US$ '000

US$ '000

Income from investments classified as FVTPL

20,868

14,195

Income from investments classified as loans and receivables

2,711

5,879

23,579

20,074

 

 

Income for the six month period ended 31 August 2011

 

Dividends

US$ '000

Preference

Dividends

US$ '000

Loan note

PIK

US$ '000

Loan note Cash

US$ '000

Other

Interest

 US$ '000

 

Other

US$ '000

 

Total

US$'000

1st and 2nd Lien bank debt

-

 

-

 

-

 

-

 

1,210

 

124

1,334

Mezzanine portfolio

-

15

167

2,544

-

-

2,726

Micro Cap portfolio

-

9,146

2,027

3,218

-

-

14,391

Legacy portfolio

-

40

1,379

734

-

-

2,153

Listed investments

2,865

-

-

-

-

-

2,865

Treasury notes

-

-

-

-

110

-

110

2,865

9,201

3,573

6,496

1,320

124

23,579

 

Income for the six month period ended 31 August 2010

 

 

Dividends

US$ '000

Preference

Dividends

US$ '000

Loan note

PIK

US$ '000

Loan note Cash

US$ '000

Other

Interest

 US$ '000

 

Other

US$ '000

 

Total

US$'000

1st and 2nd Lien bank debt

-

 

-

 

-

 

-

 

1,473

 

54

1,527

Mezzanine portfolio

-

11

1,081

4,798

-

-

5,890

Micro Cap portfolio

-

5,387

905

2,353

-

-

8,645

Legacy portfolio

-

35

1,251

58

-

23

1,367

Listed investments

2,384

-

-

-

-

-

2,384

Treasury notes

-

-

-

-

261

-

261

2,384

5,433

3,237

7,209

1,734

77

20,074

 

9. Bank and deposit interest

Period from

Period from

01.03.2011 to

31.08.2011

01.03.2010 to 31.08.2010

US$ '000

US$ '000

Finance costs arising on financial liabilities not at fair value through profit or loss:

Finance costs on Zero Dividend Preference shares

3,261

2,823

3,261

2,823

 

The ZDP Shares have no right to any of the income available for distribution but have an entitlement, on a predetermined growth basis, to the available assets at any winding-up date prior to 22 June 2016. The ZDP shares were issued at 215.80 pence on 22 June 2009 and will have a pre-determined final capital entitlement of 369.84 pence on 22 June 2016. The ZDP shares final capital entitlement is calculated using a rate equal to 8% return compounding on a monthly basis. Finance costs are allocated to the statement of comprehensive income using the effective interest rate method.

 

10. Expenses

Period from

Period from

01.03.2011 to

31.08.2011

01.03.2010 to 31.08.2010

US$ '000

US$ '000

Investment Adviser's base fee

5,069

4,192

Investment Adviser's capital incentive fee

4,068

-

9,137

4,192

Administrative fees

Legal and professional fees

717

374

Other expenses

306

227

Directors' remuneration

190

163

Accounting, secretarial and administration fees

200

200

Auditors' remuneration for audit services

147

110

Custodian fees

8

1

1,568

1,075

Total expenses

10,705

5,267

 

Directors fees

The Chairman is entitled to a fee of US$140,000 per annum. Each of the other Directors are entitled to a fee of US$60,000 per annum. For the period 1 March 2011 to 31 August 2011, total expenses included in the statement of comprehensive income were US$190,000 (31 August 2010: $163,000) of this amount US$63,000 (28 February 2011: $63,000) was outstanding at the period end and included within Other payables.

 

Administration fees

Butterfield Fund Services (Guernsey) Limited was appointed on 12 May 2008 under an Administration, Secretarial and Registrar Agreement. Butterfield Fund Services and Fulcrum Group merged during September 2008 forming Butterfield Fulcrum Group (Guernsey) Limited (the "Administrator").

 

The Administrator is entitled to a quarterly fee of US$100,000 payable monthly (quarterly pre 1 October 2010) in arrears. Fees payable are subject to an annual fee review. For the period 1 March 2011 to 31 August 2011 total expenses payable to the Administrator of US$200,000 (31 August 2010: US$200,000) were included in the statement of comprehensive income. Of this amount US$33,000 (28 February 2011: US$33,000) was outstanding at the period end and included within Other payables.

 

Investment Advisory and Performance fees

The Company entered into an investment advisory and management agreement with Jordan/Zalaznick Advisers, Inc (the "Investment Adviser") in May 2008 which was then amended and restated on 20 May 2009 and again on 23 December 2010 (the "Advisory Agreement").

 

10. Expenses (continued)

 

Investment Advisory and Performance fees

Pursuant to the Advisory Agreement, the Investment Adviser is entitled to a base management fee and to an incentive fee. The base management fee is an amount equal to 1.5 per cent. per annum of the average total assets under management of the Company less those assets identified by the Company as being excluded from the base management fee. The base management fee is payable quarterly in arrears; the agreement provides that payments in advance on account of the base management fee will be made.

 

The incentive fee has two parts. The first part is calculated by reference to the net investment income of the Company and is payable quarterly in arrears provided that the net investment income for the quarter exceeds 2 per cent of the average of the net asset value of the Company for that quarter (the "hurdle") (8 per cent. annualised). The fee is an amount equal to (a) 100 per cent of that proportion of the net investment income for the quarter as exceeds the hurdle, up to an amount equal to a hurdle of 2.5%, and (b) 20 per cent. of the net investment income of the Company above a hurdle of 2.5% in any quarter. Investments categorised as legacy investments and other assets identified by the Company as being excluded are excluded from the calculation of the fee. A true-up calculation is also payable at the end of each financial year.

 

The second part of the incentive fee is calculated by reference to the net realised capital gains of the Company and is equal to: (a) 20 per cent. of (x) the realised capital gains of the Company for each financial year less (y) all realised capital losses of the Company for the year less (b) the aggregate of all previous capital gains incentive fees paid by the Company to the Investment Adviser. The capital gains incentive is payable in arrears within 90 days of the fiscal year end. Investments categorised as legacy investments and those assets of the EuroMicrocap Fund 2010, LP are excluded from the calculation of the fee.

 

For the period 1 March 2011 to 31 August 2011 total Investment advisory and management expenses, based on the average total assets of the Company, were included in the statement of comprehensive income of US$5,074,000 (31 August 2010: US$4,192,000) of this amount US$2,074,000 (28 February 2011: US$713,000) was outstanding at the period end and is included within Other Payables.

 

The Company provides for a capital gains incentive fee based on cumulative net realised and unrealised investments gains. At 31 August 2011 the provision for the capital gains incentive fee was US$4,068,000 (28 February 2011: US$2,093,000).

 

Provision for capital incentive fee:

31.08.2011

28.02.2011

US$ '000

US$ '000

Provision based on realised gains and payable within 90 days of the fiscal year end

2,026

2,093

Provision based on unrealised gains

2,042

-

4,068

2,093

 

The value of investments included in the calculation of the capital incentive fee based on unrealised gains excludes accrued income and PIK investments.

 

At 31 August 2011 and 28 February 2011 no provision was made for an income incentive fee.

 

The Advisory agreement may be terminated by the Company or the Investment Advisor upon not less than two and one-half years' (i.e. 913 days') prior notice (or such lesser period as may be agreed by the Company and Investment Adviser).

 

EuroMicrocap Fund 2010 LP

The company entered into a limited partnership agreement in respect of the EuroMicrocap Fund 2010, L.P. on 2 July 2010, which was amended and restated on 23 December 2010.

 

The parties to the agreement are the Company, Euro Microcap Fund 2010 GP LLC (the "GP"), David Zalaznick, Jordan Investment Associates, L.P., The Gretchen S. Jordan 1998 Trust and TJT(B)(Bermuda) Resolute Investment Company Ltd (the "Other LPs") and Euro Microcap Fund 2010 Special Carry, L.P. (the "Special Carry LP").

 

All distributions of capital gains income of the Euro Microcap Fund is split between the parties and is the reason that it is excluded from the fees paid under the Advisory Agreement.

 

The payment of the capital gains income is split as follows:

 

In respect of distributions to the Company, the Company will first receive a return equal to its partnership interests and thereafter 80 per cent. of the capital gains income is allocated to the Company, 10 per cent. to the GP and 10 per cent. to the Special Carry LP.

 

At 31 August 2011 the EuroMicrocap Fund 2010, LP had accrued a carried interest of US$3.8 million for the provision for the capital incentive fee payable on the Company's share of unrealised gains.

 

Custodian fees

HSBC Bank (USA) N.A (the "Custodian") was appointed on 12 May 2008 under a custodian agreement. The Custodian is entitled to receive an annual fee of $2,000 and a transaction fee of $50 per transaction. For the period 1 March 2011 to 31 August 2011 total expenses were included in the statement of comprehensive income of US$8,000 (31 August 2010: US$1,000) of which nil (28 February 2011: nil) was outstanding at the period end.

 

11. Taxation

For both 2011 and 2010 the Company applied for and was granted exempt status for Guernsey tax purposes under the terms of The Income Tax (Zero 10) (Guernsey) Law, 2007.

 

For the period 1 March 2011 to 31 August 2011 the Company incurred withholding tax of US$860,000 (31 August 2010: US$487,000), on dividend income from listed investments.

 

12. Investments

Categories of investments

 

Listed

 

Unlisted

Carrying Value

31.08.2011

31.08.2011

31.08.2011

US$ '000

US$ '000

US$ '000

Fair value through profit or loss (FVTPL)

102,253

342,773

445,026

Loans and receivables

-

46,065

46,065

Investment in associate*

-

61,543

61,543

102,253

450,381

552,634

 

 

Listed

 

Unlisted

Carrying Value

28.02.2011

28.02.2011

28.02.2011

US$ '000

US$ '000

US$ '000

Fair value through profit or loss (FVTPL)

105,016

342,788

447,804

Loans and receivables

-

45,952

45,952

105,016

388,740

493,756

 

*Investment in associate

The Company's investment in its associate is accounted for using the equity method. An associate is an entity in which the Company has significant influence. An entity is regarded as a subsidiary only if the Company has control over its strategic, operating and financial policies and intends to hold the investment on a long-term basis for the purpose of securing a contribution to the Company's activities.

 

The directors have determined that although the Company has over 50% limited partnership interest in Euromicrocap Fund 2010, LP (the "Partnership"), it does not have the power to govern the financial and operating policies of the partnership. Such powers are vested with the General Partner.

 

Under the equity method, the investment in the associate is carried in the statement of financial position at cost plus post acquisition changes in the Company's share of net assets of the associate. The income statement reflects the share of the results of operations of the associate. Where there has been a change recognised directly in the equity of the associate, the Company recognises its share of any changes and discloses this, when applicable, in the statement of changes in equity. Unrealised gains and losses resulting from transactions between the Company and the associate are eliminated to the extent of the interest in the associate. The share of profit of an associate is shown on the face of the income statement. This is the profit attributed to holders of partnership interest in the associate.

 

The financial statements of the associate are prepared for the same reporting period and use consistent accounting policies as that of the Company.

 

After application of the equity method, the Company determines whether it is necessary to recognise an additional impairment loss on the Company's investment in its associate. The Company determines at each reporting date whether there is any objective evidence that the investment in the associate is impaired. If this is the case the Company calculates the amount of impairment as the difference between the recoverable amount of the associate and its carrying value and recognises the amount in the 'share of profit of an associate' in the income statement. Upon loss of significant influence over the associate, the Company measures and recognises any retaining investment at its fair value. Any difference between the carrying amount of the associate upon loss of significant influence and the fair value of the retaining investment and proceeds from disposal is recognised in profit or loss.

 

At 31 August 2011 the Company had one associate carrying on business which affects the profits and assets of the Company. The Company's associate consists solely of limited partnership interest directly held in the Partnership.

 

Entity Principal activity % Interest

EuroMicrocap Fund 2010, LP Acquiror of Europe-based microcap companies 75%

 

The Company's share of the aggregated financial information of the equity accounted associate is set out below. The amounts for the period ended 31 August 2011 include the share of results and net assets in the associate from the date of establishment to 31 August 2011.

 

The Company's share of the aggregated financial information of the equity accounted associate is set out below. The amounts for the period ended 31 August 2011 include the share of results and net assets in the associate from the date of establishment to 31 August 2011.

 

31.08.2011

28.02.2011

US$ '000

US$ '000

Share of result in associate

12,390

-

Non current assets

60,231

-

Currents assets

1,312

-

Share of limited partner' interest in associate

61,543

-

 

13. Zero Dividend Preference ("ZDP") shares

 

Authorised Capital

Unlimited number of ZDP shares of no par value.

31.08.2011

28.02.2011

US$ '000

US$ '000

Amortised cost at 1 March

82,341

71,399

Finance costs

3,261

5,938

Unrealised currency loss on translation at period end

116

5,004

Attributable net assets at 31 August 2011 / 28 February 2011

 

85,718

 

82,341

Total number of ZDP shares in issue

20,707,141

20,707,141

Price per ZDP share US$

US$ 4.4833

US$ 3.9892

Price per ZDP share GBP

GBP 2.7547

GBP 2.4549

 

ZDP shares were issued on 22 June 2009 at a price of 215.80 pence and are designed to provide a pre-determined final capital entitlement of 369.84 pence on 22 June 2016 which ranks behind the Company's creditors but in priority to the capital entitlements of the Ordinary shares. They carry no entitlement to income and the whole of their return will therefore take the form of capital. The capital appreciation of approximately 8% per annum is calculated monthly. In certain circumstances, ZDP shares will carry the right to vote at general meetings of the Company as detailed in the Company's Memorandum of Articles and Association. Issue costs are deducted from the cost of the liability and allocated to the statement of comprehensive income over the life of the ZDP shares.

 

14. Share Capital

 

Authorised Capital

Unlimited number of ordinary shares of no par value.

 

Ordinary shares - Issued Capital

31.08.2011

31.08.2011

28.02.2011

28.02.2011

Number of shares

 

US$ '000

Number of shares

 

US$ '000

Balance at 1 March

42,913,132

-

42,913,132

-

Converted from Limited Voting Ordinary shares

 

300,000

 

-

 

-

 

-

Converted to Limited Voting Ordinary shares

 

(6,893,895)

 

-

 

-

 

-

Total ordinary shares in issue

36,319,237

-

42,913,132

-

 

Limited Voting Ordinary shares - Issued Capital

31.08.2011

31.08.2011

28.02.2011

28.02.2011

Number of shares

 

US$ '000

Number of shares

 

US$ '000

Balance at 1 March

22,105,478

-

22,105,478

-

Converted to Ordinary shares

(300,000)

-

-

-

Converted from Ordinary shares

 6,893,895

-

-

-

Total limited voting ordinary shares in issue

 

28,699,373

 

-

 

22,105,478

 

-

Total shares in issue

 65,018,610

-

65,018,610

-

 

Limited Voting Ordinary Shares ("LVO") were issued so that certain of the Company's existing Shareholders and certain US new investors could participate in the Ordinary Share issue without causing the Company to be treated as a US domestic company for the purposes of US securities laws and/or a CFC for US tax purposes.

 

Limited Voting Ordinary Shares are identical to, and rank pari passu in all respects with, the Ordinary shares except that the Limited Voting Ordinary Shares will only carry a limited entitlement to vote in respect of the appointment or removal of Directors and will not carry any entitlement to vote in respect of certain other matters. The LVO shares are not listed and are not admitted to trade on or through the facilities of the London Stock Exchange.

 

On 17 March 2011, 300,000 Ordinary shares were admitted to the Official List of the UK Financial Services Authority and to dealings on the London Stock Exchange's market for listed securities following the conversion of 300,000 LVO shares.

 

On 25 August 2011, a total of 6,893,895 Ordinary shares were converted into Limited Voting Ordinary shares following the request of a number of US shareholders.

 

The Ordinary shares and LVO shares carry a right to receive the profits of the Company available for distribution by dividend and resolved to be distributed by way of dividend to be made at such time as determined by the Directors.

 

In addition to receiving the income distributed, the Ordinary shares and LVO shares are entitled to the net assets of the Company on a winding up, after all liabilities have been settled and the entitlement of the ZDP shares have been met. In addition, holders of Ordinary shares and LVO shares will be entitled on a winding up to receive any accumulated but unpaid Revenue reserves of the Company, subject to all creditors having been paid out in full but in priority to the entitlements of the ZDP shares. Any distribution of Revenue reserves on a winding up is currently expected to be made by way of a final special dividend prior to the Company's eventual liquidation.

 

Holders of Ordinary shares shall have the rights to receive notice of, to attend and to vote at all general meeting of the Company.

 

15. Basic and Diluted Earnings per share

Basic and diluted earnings per share are calculated by dividing the earnings for the period by the weighted average number of Ordinary shares outstanding during the period.

 

For the period ended 31 August 2011 and 31 August 2010 the weighted average number of Ordinary shares (including Limited voting ordinary shares) outstanding during the periods was 65,018,610.

 

16. Net Asset Value Per Share

The net asset value per Ordinary share of US$9.09 (28 February 2011: US$8.93) is based on the net assets at the period end of US$591,092,000 (28 February 2011: US$580,788,000) and on 65,018,610 Ordinary shares, being the number of Ordinary shares in issue at the period end.

 

17. Notes to the Cash Flow Statement

Reconciliation of the profit for the period to net cash from operating activities

 

31.08.2011

31.08.2010

US$ '000

US$ '000

Profit for the period

16,448

42,095

Increase in other receivables

(412)

(460)

Increase/(decrease) in other payables

3,846

(112)

Net unrealised gains on investments

11,753

(30,098)

Share of associate's net income

(12,390)

-

Net foreign currency exchange losses

110

507

Realised gain on investments

(5,686)

(65)

Increase in accrued interest on investments and adjustment for interest received as PIK

 

(12,942)

 

(8,949)

Interest accrued on Treasury notes

(54)

(261)

Finance costs in respect of Zero Dividend Preference shares

3,261

2,823

Unrealised currency gain on foreign cash

5

2

Net cash from operating activities

3,939

5,482

 

Purchases and sales of investments are considered to be operating activities of the Company, given its purpose, rather than investing activities. The cash flows arising from these activities are shown in the Cash Flow Statement.

 

18. Controlling Party

The issued shares of the Company are owned by a number of parties, and no single holder has a controlling interest. Therefore, in the opinion of the Directors, there is no ultimate controlling party of the Company, as defined by IAS 24 - Related Party Disclosures.

 

19. Related Party Transactions

In 2007, JZEP invested US$ 250,000 in ETX Holdings, Inc. which was a spin off of Jordan Auto Aftermarket Holdings, Inc., a former co-investment with The Jordan Company. The investment was subsequently transferred to JZCP as part of the in specie transfer dated 1 July 2008. A further US$66,667 has subsequently been invested in ETX Holdings, Inc. During the year ended 31 August 2011 the Company did not receive any income from this investment. At 31 August 2011 the investment was valued at US$580,000 (28 February 2011: US$534,000).

 

At 31 August 2011, JZCP has invested US$49,153,000 (28 February 2011: US$61,543,000 in the EuroMicrocap Fund 2010 LP ("The Europe Fund"). At 31 August 2011 the investment was valued at US$77,117,000 (28 February 2011 US$32,899,000). The Europe Fund is managed by JZ International LLC ("JZI"), an affiliate of JZAI, JZCP's investment manager. JZAI and JZI were each founded by David Zalaznick and Jay Jordan.

 

The Company has invested with The Resolute Fund, which is managed by the Jordan Company, a company in which David Zalaznick and Jay Jordan are Managing Principals. These investments include: Kinetek, Inc.; TAL International Group, Inc.; TTS,LLC and Woundcare Services, Inc. and represent an aggregate value of US$98,283,000 at 31 August 2011 (28 February 2011: US$111,216,000).

 

Jordan/Zalaznick Advisers, Inc. (JZAI), a US based company, provides advisory services to the board of Directors of the Company in exchange for management fees, paid quarterly. Fees paid by the Company to the Investment Adviser are detailed in Note 10.

 

During the period ended 31 August 2011, the Company retained Ashurst LLP, a UK based law firm. David Macfarlane was a former Senior Corporate Partner at Ashurst until 2002.

 

The Directors remunerations are disclosed in Note 10.

 

20. Commitments

At 31 August 2011 JZCP had the following financial commitments outstanding in relation to fund investments:

 

31.08.2011

28.02.2011

US$ '000

US$ '000

EuroMicrocap Fund 2010, LP

33,347

-

Milestone Aviation Group, Inc.

3,369

7,154

36,716

7,154

 

21. Contingent Assets

Investments have been disposed of by the Company, of which the consideration given included contractual terms requiring that a percentage was held in an escrow account pending resolution of any indemnifiable claims that may arise. At 31 August 2011, the Company has assessed that the fair value of these escrow accounts are nil as it is not reasonably probable that they will be realised by the Company.

 

 

As at 31 August 2011, the Company had the following contingent assets held in Escrow accounts which had not been recognised as assets of the Company:

 

Amount in Escrow

31.08.2011

28.02.2011

US$ '000

US$ '000

GHW (G&H Wire)

3,031

3,031

Advanced Chemistry & Technology, Inc.

1,772

-

Recycled Holdings Corporation

1,300

1,300

Apparel Ventures, Inc.

1,039

1,039

N&B Industries, Inc.

776

776

Gear for Sports

248

248

8,166

6,394

 

During the period US$1,288,000 was realised relating to the Escrow accounts of Apparel Ventures, Inc (US$1,120,000) and Jackson Products (US$168,000).

 

22. Dividends paid and proposed

In accordance with the Prospectus (dated June 2009), it is the Directors' intention to distribute substantially all of the Company's net cash income (after expenses) in the form of dividends paid in US dollars (Shareholders can elect to receive dividends in Sterling).

 

A final dividend for the year ended 28 February 2011 of 7.5 cents per Ordinary share (total US$4,876,396) and a special dividend of 2.0 cents (total US$1,300,372) was paid 1 July 2011.

 

An interim dividend of 3.5 cents per Ordinary share (total US$2,275,651) and a special dividend of 3.0 cents per share (total US$1,950,558) was declared by the Board on 17 October 2011 and will be paid on 25 November 2011.

 

23. Subsequent events

An interim dividend of 3.5 cents per Ordinary share (total US$2,275,651) and a special dividend of 3.0 cents per share (total US$1,950,558) was declared by the Board on 17 October 2011 and will be paid on 25 November 2011.

 

 

 

Investment Review

 

Company

 

JZCP

Book

cost*

US$'000

Historical Book

cost**

US$'000

Directors Valuation at

31 August

2011 US$'000

Carrying Value

Including

Accrued

Interest

31 August

2011

US$'000

Percentage of portfolio

%

 

Bank Debt

 

First Lien Portfolio

EMDEON BUSINESS SERVICES, LLC Healthcare service provider

2,535

2,690

2,635

2,635

0.5

INFONXX INC. Worldwide provider of directory assistance

2,736

2,865

2,636

2,636

0.5

KINETEK, INC.*** Manufacturer of electric motors and gearboxes

3,956

4,299

4,127

4,127

0.7

WP EVENFLO HOLDINGS, INC. Manufacturer of children's products

797

926

861

861

0.2

Second Lien Portfolio

DEKKO TECHNOLOGIES, LLC Distributor of electrical sub-components

11,418

11,368

10,765

10,875

1.9

EMDEON BUSINESS SERVICES, LLC Healthcare service provider

465

500

494

494

0.1

KINETEK, INC.*** Manufacturer of electric motors and gearboxes

13,425

15,000

13,200

13,200

2.4

Total bank debt

35,332

37,648

34,718

34,828

6.3

Mezzanine Portfolio

 

CONTINENTAL CEMENT COMPANY, LLC Mines and processes limestone

20,661

20,661

28,082

28,564

5.2

GED HOLDINGS, INC. Manufacturer of windows

-

6,100

305

330

0.1

HAAS TCM GROUP, INC. Speciality chemical distribution

7,500

7,500

7,584

7,764

1.4

METPAR INDUSTRIES, INC. Manufacturer of restroom partitions

6,450

7,754

671

750

0.1

PETCO ANIMAL SUPPLIES, INC.**** Retailer of pet food, supplies and services

1,636

1,636

1,636

1,636

0.3

ROOFING SUPPLY GROUP, INC. Distributor of roofing products

131

1,406

851

871

0.2

TTS, LLC Provider of technical facilities for mechanical services

8,000

7,840

8,562

8,712

1.6

Total Mezzanine Portfolio

44,378

52,897

 47,691

48,627

8.9

European Micro Cap Portfolio

EUROMICROCAP FUNDF 2010, LP Acquiror of Europe-based microcap companies

49,153

49,153

61,543

61,543

11.1

DOUCOUT, S.L. Provider of digitalisation, document processing and storage services

2,777

2,777

2,896

3,010

0.5

GRUPO OMBUDS

Provider of personal security and asset protection

12,202

12,202

12,249

12,643

2.3

Total European Micro Cap Portfolio

64,132

64,132

76,688

77,196

13.9

 

 

Company

 

JZCP

Book

cost*

US$'000

Historical Book

cost**

US$'000

Directors Valuation at

31 August

2011 US$'000

Carrying Value

Including

Accrued

Interest

31 August

2011

US$'000

Percentage of portfolio

%

 

US Micro Cap Portfolio

 

 

ACCUTEST HOLDINGS, INC. Provision of environmental testing laboratories to the US market

34,978

31,516

39,569

42,160

7.5

BG HOLDINGS, INC. Manufacturer of industrial gears

19,733

19,733

23,288

24,858

4.5

CHINA DENTAL HOLDINGS, INC. Acquiror of China-based labratories

1,026

1,026

1,058

1,115

0.2

DANTOM SYSTEMS, INC. Outsourcing of debt collection

18,898

 

20,947

 

39,343

40,266

7.3

DENTAL SERVICES, INC. Manufacturer of dental services

33,367

27,604

23,777

24,853

4.5

IND SERVICES SOLUTIONS, INC. (ISS#2) Acquiror of industrial equipment service businesses. Its first acquisition was Southern Parts & Engineering Co., a supplier of industrial compressor parts and services.

8,015

8,015

8,077

8,146

1.5

MILESTONE AVIATION GROUP, INC. Finance provider for helicopter and private jet owners

6,630

6,630

6,664

6,915

1.3

NATIONWIDE STUDIOS, INC. Processer of digital photos for preschoolers

16,132

16,132

7,235

7,417

1.3

NEW VITALITY HOLDINGS, INC. Direct-to-consumer provider of nutritional supplements and personal care products

4,000

4,000

4,243

4,474

0.8

SAFETY PRODUCTS, INC. Acquiror of safety product companies. Its first acquisition was Justrite, a manufacturer of industrial safety products.

5,400

5,400

5,400

5,465

1.0

SALTER LABS, INC. Developer and manufacturer of respiratory medical products and equipment for the homecare, hospital, and sleep disorder markets

22,079

22,079

15,888

16,663

3.0

SECHRIST INDUSTRIES, INC.*** Manufacturer of oxygen chambers and other respiratory products

12,146

2,669

13,081

13,280

2.4

SENSORS SOLUTIONS, INC. Acquiror of businesses affiliated with sensor devices or systems

6,236

6,236

6,265

6,539

1.2

TAP HOLDINGS, INC. Acquiror of food product manufacturers or distributors

652

652

689

730

0.1

TESTING SERVICES HOLDINGS Acquiror of laboratory testing businesses. Its first acquisition was Galson Holdings, Inc. a provider of industrial hygiene testing services

3,763

3,763

10,085

10,330

1.9

TRIWATER HOLDINGS CORPORATION Acquiror of water treatment businesses. Its first acquisition was Nashville Chemical & Equipment Co., a provide of water treatment supplies and service.

8,140

8,140

8,164

8,441

1.5

WOUND CARE SOLUTIONS, LLC*** Chronic wound care treatment

16,250

31,845

41,552

42,943

7.8

Total US Micro Cap Portfolio

 217,445

216,387

254,378

264,595

47.8

 

 

Company

 

JZCP

Book

cost*

US$'000

Historical Book

cost**

US$'000

Directors Valuation at

31 August

2011 US$'000

Carrying Value

Including

Accrued

Interest

31 August

2011

US$'000

Percentage of portfolio

%

 

Legacy Portfolio:

ETX HOLDINGS, INC. Provider of services to the auto after sales market

392

392

553

580

0.1

HEALTHCARE PRODUCTS HOLDINGS, INC. Designer and manufacturer of motorised vehicles

14,442

22,636

21,362

22,459

4.1

JORDAN INDUSTRIES, INC. Conglomerate

-

21

-

-

0.0

JZ INTERNATIONAL LLC Fund of European LBO investments

1,620

660

1,738

1,744

0.3

NTT ACQUISITION CORP. Technical education and training

52

946

52

52

0.0

TIGER INFORMATION SYSTEMS, INC. Provider of temporary staff and computer training

300

400

300

300

0.1

Total Legacy Portfolio

16,806

25,055

24,005

25,135

4.6

Listed Investments

Equities

SAFETY INSURANCE GROUP, INC. Provider of automobile insurance

42,223

6,816

45,093

45,093

8.2

TAL INTERNATIONAL GROUP, INC.*** Lessor of intermodal shipping containers

24,671

10,652

31,130

31,130

5.6

UNIVERSAL TECHNICAL INSTITUTE, INC. Vocational training in the automotive and marine fields

835

15

970

970

0.2

Total Listed Equity Investments

67,729

17,483

77,193

77,193

14.0

Treasury Gilts

UK treasury 2% - maturity 22/01/2016

24,433

24,433

25,006

25,060

4.5

Total Treasury Notes

24,433

24,433

25,006

25,060

4.5

Total - Portfolio

470,255

438,035

539,679

552,634

100.0

Zero Dividend Preference shares

(85,718)

Cash and other net assets

124,176

Net assets attributable to Ordinary shares

591,092

 

* Book cost to JZCP equating to transfer value as at 1 July 2008 upon the liquidation of JZEP and adjusted for subsequent transactions. The book cost excludes the transfer value and subsequent Payment In Kind ("PIK") investments.

**Original book cost incurred by JZEP/JZCP adjusted for subsequent transactions. The book cost represents cash outflows and excludes PIK investments.

*** Invested in deals with the Resolute Fund - see note 19.

Mezzanine Portfolio includes common stock with a carrying value of US$2,391,000 and preferred shares with a carrying value of US$171,000 these investments are classified as Investments at fair value through profit or loss.

Legacy Portfolio - Investments not subject to capital incentive fee. The listed equities Safety Insurance Group, Inc and Universal Technical Institute, Inc. are also classified as legacy investments for the purpose of calculating the incentive fees payable to the Investment Adviser.

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
IR MRBPTMBIBBAB
Date   Source Headline
22nd Apr 20243:03 pmPRNNet Asset Value(s)
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22nd Mar 20243:00 pmPRNNet Asset Value(s)
21st Feb 202411:55 amPRNNet Asset Value(s)
13th Feb 20249:43 amPRNHolding(s) in Company
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9th Nov 20237:00 amPRNHalf-year Report
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22nd Sep 20233:09 pmPRNNet Asset Value(s)
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22nd Nov 20219:39 amPRNNet Asset Value(s)
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23rd Aug 20219:01 amPRNNet Asset Value(s)
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30th Jul 202111:23 amPRNIssue of Loan Notes & Shares, Redemption of Loan Stock
21st Jul 20219:51 amPRNNet Asset Value(s)
6th Jul 20212:20 pmPRNResult of AGM

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