180 Degree Capital Corp.

180 Degree Capital Corp.

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Asset Management

180 Degree Capital Corp. (TURN) Q2 2018 Earnings Call Transcript

Published at 2018-08-05 17:00:00
Daniel Wolfe
Good morning, and welcome to 180 Degree Capital Corp’s, Second Quarter 2018 Financial Results Call. This is Daniel Wolfe, President, Chief Financial Officer and Portfolio Manager of 180 Degree Capital. Kevin Rendino, our Chairman, Chief Executive Officer and Portfolio Manager, and I would like to welcome you to our call this morning. All participants are in a listen-only mode. Following our prepared remarks we will open the line to questions. [Operator Instructions] I would like to remind participants that this call is being recorded and that we’ll be referring to a slide deck that we have posted on our recently revamped Investor Relations website at ir.180degreecapital.com under News/Events. Please turn to slide two that contains our Safe Harbor statement. This presentation may contain statements of a forward-looking nature relating to future events. Statements contained in this presentation that are forward-looking events are intended to be made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to the inherent uncertainties in predicting future results and conditions. These statements reflect the company’s current beliefs, and a number of important factors herein could cause actual results to differ materially from those expressed herein. Please see the company’s filings with the Securities and Exchange Commission for a more detailed discussion of the risks and uncertainties associated with the company’s business that could affect the company’s actual results. Except as otherwise required by federal securities laws, 180 Degree Capital Corp. undertakes no obligation to update or revise these forward-looking statements to reflect new events or uncertainties. I would now like to turn the call over to Kevin.
Kevin Rendino
Good morning and thank you for joining us this morning. Let’s turn to slide three, which is a summary of our Q2. As all of you know, this management team has made a significant investment in TURN stock over the last year ensuring that we are aligned with our shareholders. As such, we’re quite pleased with our share price percentage increase of 24% this past quarter. We grew our NAV by over 10% this past quarter, the biggest percentage increase in over seven years. We have set forth the strategy to transform our business from a venture equity firm with a high cost base, to a firm that buys public companies with a constructive active expense with a lower cost base. The stat I’m most proud of this quarter was at quarter-end we have cash and liquid securities equaling $43.8 million or roughly $1.41 per share. In the quarter, all of our publicly traded positions were up. In fact, they averaged a 30% return; fairly amazing, I must say. Daniel will touch on our private portfolio, but the key headline story of our private portfolio is our recent announcement that we sold saw our HZO position for $7 million, a $515,000 gain from the value that we had it on our balance sheet at March 31. We told you we would work towards monetizing our private portfolio if the prices were right and… [Audio Gap]
Daniel Wolfe
Hold on a second. Oh! Go ahead.
Kevin Rendino
On slide four it shows the historical trend of our NAV. We grew our NAV to a three year high. The 10% plus increase was the biggest climb we have had since June of 2011. Nearly all of this increase came from our performance in our public companies. Given our cash and liquid securities, it represented just 34% of our assets heading into this quarter, a 10% increase on our total NAV shows success we have had in our new strategy. Next slide, please. Slide five is the source of changes in our net assets. Here we show the change from March 31 to June 30. Starting with an NAV of $2.64, we have $0.30 of gains from our public holdings. We subtract $0.016 of normal operating expenses, an extra bonus accrual of $0.017, and you end up with an NAV of $2.91. Next slide, please. This is the source of change year-to-date. We start with a $2.60 NAV. We had $0.38 of gains from our public portfolio. We take away $0.04 of normal operating expenses and 2% bonus compensation accrual, and we get to the same $2.91 June 30 NAV. Next slide, please. Finally, one more look at sources of change in our net assets. This one is going back to the beginning of last year when we had an NAV start point of $2.34. We have added $0.71 or nearly $22 million of gains from our public holdings. We subtract our restructuring charges, normal OpEx and bonus accrual to arrive at a $2.91 NAV. I humbly submit that we have made – we made a great pivoting strategy 18 months ago, and our shareholders have significantly benefited from that change. Next slide, please. Slide eight is our performance of each and every public company that we own. As I’ve said earlier, we had a 30% return this past quarter. I do spend a lot of time on each name in our shareholder letter that we sent out last night, but maybe I offer up a quick thought or two on each of the individual names. Number one, Adesto continues its uptrend in the quarter, rising 17% after a solid Q1 report. In fact, it should be noted that we sold 60% of our entire position this past quarter at an average price of $8.80. That said, after the sale of our stake, the company did two acquisitions, an equity raise of $40 million and unfortunately they preannounced a fairly sloppy quarter. The stock is now back to a level which we actually find interesting, and although I never even thought that I’d say this two months ago, we’re actually more inclined to be on the buy side rather than the sell side at current prices. Mersana advanced 19% in the quarter as the company benefited from positive early clinical data from one of its trials. Following a spike in the shares, we sold 20% of our holdings at $21.55. Following that sale, unfortunately one patient in one of Mersana’s trials died. The reasons for this are unknown and we’re awaiting details which we should get in the next 60 days. As a result of the death of one of the patients, the stock collapsed to a current price of $11.61. As most of you know, if anybody is invested in biotech, such is the life of a Phase I biotech stock. But it is too early to claim either victory or defeat. It was only a partial halt of the trial; it wasn’t a full halt. Again, we’ll await data in the next 60 days. Synacor advanced 25% in the quarter following its Q1 earnings report. They also reported last night and the numbers were solid, the outlook was sound, and they hired a new CFO. We think the stock is grossly undervalued at this price, and we’re extremely excited about the stock at its current price. We’re actually more built up on Synacor now than in any time over the course of the last 18 months. TheStreet continued its upward trend following the sale of RateWatch, one of the company’s B2B assets for $33 million or over 4x revenues. If you remember correctly, our original price target was 2x revenues for the B2B assets and 1x revenue for TheStreet’s B2C assets. Getting 4x revenues for one of the B2B assets clearly signified that some of the work that we had done in trying to figure out what TheStreet was worth may have been understated what the assets are actually worth. Finally Turtle Beach, an unbelievable run of 389% in 42 days. This was the second time we assisted a company in helping to solve for a capital structure problem that existed on a balance sheet. As we did with TheStreet, we were able to assist this company in removing that overhang. As we were doing that, Turtle Beach business took off due to the popularity of the game Fortnite, and the stock has gone bonkers ever since as most of you know. I’ll touch on Turtle Beach again in a little second. So all-in-all it was a tremendous quarter for our public companies. Turning to the next slide, you’ll see our performance of our public companies against a series of indices. Obviously the Russell Microcap is the most relevant indices that we use to compare ourselves to. We tripled the performance of the Russell Microcap in the quarter, with our stock selection being up nearly 31% and the Russell being up 10.2%. The following slide indicates our performance year-to-date of our public holdings. In this case we were up 40.9% for our public company stocks. On the left you can see the sales we have made in Adesto, Mersana and Turtle Beach. We outline the shares that we sold and we also outline the price that we’ve sold those shares at. On the following slide 11, this is the same slide as nine, except now you’re looking at our equity performance year-to-date versus the Russell Microcap over the first half of the year. In this case we have surpassed the indices by 4x, a total of 40.9% return for 180 versus 10.5% versus the relevant index. Finally, on the next page you’ll see our public company performance since we started. Since the beginning of last year we have generated a 93% return for our public holdings, with changes of 111% for companies like USA Truck and 105% for companies like TheStreet; not all that bad. Finally, like the other two slides you’ll see that our performance versus the relevant indices since we started and anytime you can beat an index by 6,600 basis points, then I think you’ve had a good run. We’ve said it many times before, the only way we will ever be successful – in fact the key to success for any investment manager is to achieve excellence in your investment performance. You simply have to be a good stock picker, and I’d say so far so good for 180 over that period of time that we’ve existed. Turning to slide 14, this leads to our – some of the parts exercise which we do for you every quarter; stripping out our cash and liquid securities of $1.41, taking out liabilities. Despite the fact that our share price is up 70% since we started, the market is still paying us only $0.61 on the dollar for our private portfolio. Hopefully the HZO sale at a premium to its NAV shows the strength of many of our private holdings. Daniel will have more on HZO in just a little bit. On the next slide it shows the transformation in a pie chart format. We’ve said our share price discount to NAV would narrow as we grew our cash and liquid securities as a percentage of our balance sheet. In the last five quarters we grew our cash and liquid securities from 27% of our assets to nearly half or 48% of our assets. I call that fairly significant progress over the course of the last five quarters. Next slide, please. Although it seems anticlimactic given we’ve already sold Turtle Beach, we thought we would quickly review our pipe investment in Turtle Beach. The company is a leading provider of headsets to the gaming industry, and even though it was a leader, the stock traded at two-thirds revenue due to its complex balance sheet. We worked with Lake Street Capital Markets, just like we did with TheStreet, and negotiated a buyout of the $18 million preferred stock for a total of $7.5 million. We partnered with Special Situations Fund, a fund that we have a high degree of respect for. Our transaction price in doing this deal was $3.50. You can see on the next slide, this is how we thought about our price targets. Following the takeout of the preferred, we believe that the stock would trade at a one multiple to revenues and could lead to an $8.89 stock over time; that was our price target. If you turn to the next page, you’ll see what happen. As we were buying Turtle Beach, the key to the stock price performance was not only the fact that we had an accretive transaction for Turtle Beach from the removal of the preferred, but also because of the success of Fortnite, the company’s sales doubled overnight. So essentially our price target went from $8.89 to twice that or nearly $18, which was 1x revenue. As such, we sold it when it got there. All-in-all if you see on the next slide, a $1 million investment turned into $4.9 million of proceeds in 42 days, yielding $0.13 of accretion to our NAV. When we talk about constructive activism, we always talk about TheStreet. We can now talk about constructive activism by talking about our participation in the Turtle Beach transaction. That is the definition for us of constructive activism. Let me now turn over the call to Daniel.
Daniel Wolfe
Thank you, Kevin. One of the things we wanted to highlight for you as well on slide 20, sorry, is what has happened with Adesto and Mersana, and Kevin already hit on most of this. Adesto did a couple of transactions. They haven’t closed the second one with Echelon; that’s planning on close in the third quarter. But the stock, to be able to do the transaction, the company had arranged additional capital, and so the stock ended up taking a hit based on the transaction, but also based on the pre-announcement of weakness in revenues. Mersana as Kevin mentioned, they have a clinical trial that was put on partial hold. It’s important to note that the trial does continue. Actually, the first trial and the second trial, both continue along with existing patients. They just held off enrolling new patients in the first trial, XMT-1522, while they figure out what the cause of death was in that cohort with that patient. It’s also important to note that the company actually noted that the second trial has increased their dosing faster than the first trial, because that’s part of the trial design, and it’s possible though they haven’t announced it, that the second trial is actually at a higher dose than the first trial. So while we always have to be cautious and you always have to think about and really understand what happened when you’re dosing patients with a drug, we don’t think as Kevin said that this is a death hell for the company. It’s too early to note for sure, whether or not it’s going forward or not, that there is a win here. Please move to slide 21. As we’ve said in prior calls and letters, we continue to believe that our private portfolio companies – that there are private portfolios in the portfolio that can generate meaningful returns on invested capital. As of June 30, 2018, our most mature private portfolio companies, D-Wave Systems, AgBiome and Nanosys were valued in aggregate at $26.2 million or over half the total value of the private portfolio, not including HZO, which historically was included in this list and was sold shortly after the quarter as Kevin mentioned earlier. Talking on that sale for a minute, we told you historically that we’ve been looking for opportunities to monetize our private portfolio, if and only if we receive what we believe is fair value for our holdings. HZO was valued at $6.5 million as of the prior quarter and we sold our holdings for $7 million. While this price was below our cost basis of $9.1 million, it was accretive to NAV in this quarter by $500,000 or nearly $0.02 a share. Equally as important, it provides a material amount of additional capital for us to execute on our strategy of investing in publicly traded microcap companies with our constructive activist approach. We will continue to look for opportunities to monetize our portfolio investments in transactions that we believe are in the best interest of our shareholders. This quarter and also on this slide, we are adding ORIG3N to this list of more mature private portfolio companies that we believe potentially can drive value in the future. Briefly, ORIG3N provides customers direct affordable access to information about their genes to help them make educated, proactive and personalized choices that may impact their wellbeing. That business also enables ORIG3N to invest in breakthrough cell therapy on research and development, by using cutting edge cellular science to develop personalized therapies for repairing tissue damage and disease. ORIG3N recently reported a new round of financing that will provide capital to support the company’s domestic and international expansion efforts. Its DNA test can be purchased currently through Amazon or the company’s website, and we expect these tests to be available at other retailers in the future, in both the U.S. and internationally. Using the same analysis Kevin mentioned earlier, our stock price at the end of the quarter equated to a value of our entire private portfolio of $29.6 million or approximately the aggregate of these four of our most mature private portfolio companies. This means the market values, the remaining $19 million of value in our private portfolio at effectively $400,000. There are other companies within this value that we believe hold promise; however, these companies are in early stages of development and the timelines of potential exit values for these companies are highly uncertain. Please turn to slide 22. As we have discussed in prior calls, we have greatly reduced our operating expenses, which will make it far easier to grow NAV than in the past. Also as a reminder, the first quarter of 2017 was the last quarter of operations of our predecessor company, Harris & Harris Group. So the quarterly year-over-year comparisons will no longer show the drastic drop in expenses as those reported over the last four quarters. For the second quarter of 2018 our operating expenses were $780,000 versus $755,000 in the same quarter of 2017, a 3% year-over-year increase related primarily to having one additional employee and one director as compared to the same period last year. I note these figures do not include sublease income, which if included would result in our operating expenses being $25,000 less than the prior period. Please turn to slide 23. As we discussed on last quarter’s call, we currently anticipate the reductions in our operating expenses as a percentage of net assets will be based on growth in our net assets rather than further reductions in our expenses. This slide shows that we are making progress on that front, with estimated operating expenses as a percentage of net assets, including and excluding year-end bonus accruals, decreasing from those of last year, due primarily to an increase in our net assets. Last quarter, we also mentioned that we may make investments in our business by adding to our investment staff, which would increase our operating expenses. We will only pursue such a hire if we believe that investment will help us grow 180’s net asset value. Given our performance this quarter, our compensation committee determined that it was appropriate for us to improve for the probable payment of a bonus to manage with at year-end. These percentages include what would be the full year accrual based on current estimates. It also includes the concept of a deferral of meaningful portion of the bonus to future years to encourage and reward persistent performance. We note that the final bonus amounts will be determined at the end of the year and could change materially from what was accrued this quarter. We remain committed to treating every dollar of shareholder money with the utmost care and consideration. It is much easier for us to grow NAV when the expense hurdle rate is where it is today. Please turn to slide 24. We are pleased to report that we secured our broker-dealer license from FINRA during the second quarter of 2018. Just as a reminder, we pursued this license to be able to compensate appropriately, licensed employees who aid in the raising of capital for our managed fund and related efforts. Currently Rob Bigelow is our only registered and licensed employee. We do not currently anticipate expanding the mandate of this entity. Please turn to slide 25. Lastly, here is our year-to-date score card that reiterates the progress we made during the quarter. We are proud of this progress. I will now turn the call back to Kevin.
Kevin Rendino
Thanks Daniel. In the third quarter of last year when we reported an almost 10% increase in our NAV, I told you not to analyze that quarter, that it isn’t easy to do and that, that wasn’t a normal sort of quarter that we can expect each and every quarter; I guess I lied. We pulled it off again three quarters later and I’m really happy for our shareholders for the quarter that we’ve just had. We want 180 to be known as a prominent and dominant leader in our world of public company constructive activism. We will continue to strive for excellence and investment performance and we want to be known as game changers in helping businesses generate positive shareholder returns. We think we’re well on our way towards that vision. For now, I’ll turn it back to Daniel and we’ll open it up for questions.
Daniel Wolfe
[Operator Instructions] Alright, please go ahead.
Unidentified Analyst
Yeah gentlemen, good morning. It’s Al Shams [ph] here in Atlanta.
Kevin Rendino
Hey Al.
Unidentified Analyst
First of all, congrats on a good quarter. I think on the last call you alluded to that you had another potential deal in the works. Is there anything to share with respect to that?
Kevin Rendino
Well, we did a – we did do an SPV this quarter. We have not announced what it is or we have announced the amount that we raised, a shade over $3 million. I think over the course of the next day or so we’re going to make the name of that SPV available to all shareholders.
Unidentified Analyst
Okay, okay, so you mentioned you got the broker dealer license. Obviously you couldn’t do much until you got that done. Are you encouraged by the ability to bring in some outside capital? Are you pretty optimistic on that?
Kevin Rendino
So we’ve already brought in outside capital with the 2 SPV’s that we’ve done. We obviously got a broker-dealer license which will enable us to compensate those that help us go out and raise outside funds. The question for us and the question for shareholders is what kind of fund do you want us to run? The best use of our capital is to invest in companies from our own balance sheet, because we get 100% of the return profile. If we go out and raise money, then there’ll be the – outside money, then there’ll be the normal sort of management fee in carry, but not all of that money will accrue to the benefit of 180 shareholders, just a portion of that. And then the question is, what do you want that fund to look like? We do not actually – we’ve come to the conclusion that we do not want to go out and raise $50 million to $100 million and have a diversified mutual fund that’s got 30 small cap companies in it with each of which represents a 3% to 3.5% position. What we’d rather do Al is have a concentrated portfolio. We can focus on maybe seven to 10 names where we can sort of get into the weeds, potentially do board stuff if we have to, but really make it a sizable investment in the business, knowing as well as we can, because we think that’s going to be the best way to accrue value for our shareholders; making bigger bets, getting them right like we have in the USA Truck and TheStreet and Adesto and the rest is a better way of creating value for our shareholders than just going out and managing a diversified mutual fund. So we’re still kicking around how we want do that, and that’s why we’ve done these SPV’s, because we believe in these individual names and we want to raise money around an individual name, rather than raising money around 30 different stocks. Does that help?
Unidentified Analyst
Okay. Yes, it does. And then finally – I’ll give somebody else a chance to ask, but finally, do you see this as a target rich environment today with respect to small caps and micro caps?
Kevin Rendino
I guess, the short answer would be, there is less opportunity today than there was a year ago. However, in the last two quarters, and I think Daniel has reflected as – how do we reflect our two equity positions that we haven’t told people what they are yet. What does that look?
Daniel Wolfe
Yes, it’s in our financial statements as undisclosed other companies.
Kevin Rendino
Okay. So we have two and we’re still building stakes in those two companies, which is why we have not released the names yet. Until we get a full position, we’re not going to tell people what we own. But those are two companies that actually also have 100% upside, and we’ve said that kind of we want 100% upside over a three year time horizon as we look at these names. So I would say that there’s not as many, but there are certainly – we found two this quarter. So they are certainly out there Al if you dig around. I didn’t know going into last quarter that Turtle Beach was going to be a position that we owned and then we ended up selling 42 days later. So you never know when these things are going to come up. We’re obviously in the middle of our earnings season right now, so we’re spending a ton of time listening to companies report their earnings. So I’d say the opportunity is around, maybe not as plentiful, but they’re still there. And like I said, we’ve found two that we’ll also be anxious to talk about here over the next few months.
Unidentified Analyst
Okay. Thanks for your good work.
Kevin Rendino
Thanks Al, I appreciate your question.
Daniel Wolfe
Alright, please go ahead.
Unidentified Analyst
Hey, good morning guys. Could you talk about how the HZO liquidation came together and just kind of generally what the market looks like for monetizing some of these private portfolios?
Daniel Wolfe
Yes, happy to. So when you’re trying to monetize a privately held portfolio company, it’s obviously difficult, because there is no open market, and oftentimes you have sort of a bifurcated landscape with companies that are crazy popular, exceptionally high, things back when Facebook for example, before it went public, Uber currently and some of these really, really large companies where there actually is a somewhat active secondary market and any of everything else. And in those you need to find opportunities where they come up and oftentimes the best time to find those opportunities is right after a company completes a round a financing, because sometimes the round may be oversubscribed, people who are now coming into the company are very excited about the potential for it and it’s a great time for them to pick up more ownership; that’s how HZO came together, and they competed around the finance and we were able to go in and work with the company to find a solution that worked for everybody. We can’t disclose who we sold our position to, because under confidentiality we’re not allowed to, but those are the types of opportunities that we’re going to be looking for in our privately held companies, if the valuations from the value are appropriately leased at fair value.
Kevin Rendino
Yes, I would say also the key here is that if we had knocked on the strategy change, we would have been forced to sell these private holdings, which would have been unfortunate, because many of them are actually very well run businesses that we think have the chance to monetize into the higher values over time; now we don’t have to do a thing, and we look at the private portfolio in the same manner that we look at the public portfolio. If there was an opportunity to sell something and it’s at the right price, and I emphasize, it’s at the right price, fair value or even higher, then we’ll look to do that, and if not, then we won’t. And we don’t have to do anything right now. You know I’ll go back to my comment earlier. We have $1.41 per share in cash and liquid securities. That gives us flexibility to wait out our private holdings sort of timeline for monetization, and I feel good about that, because we do believe in our private portfolio. I don’t want anybody to think just because we changed our strategy, that means we don’t believe in our private portfolio. I don’t believe in – we don’t believe that continuing doing what we were doing made any sense at all, because that was a race to zero for us. But now that we’ve done the strategy change and we built cash and liquid securities, we can look at the private portfolio far differently than we would have had we not done the strategy change.
Unidentified Analyst
Okay, perfect. That’s it from me guys, nice quarter. Thank you.
Kevin Rendino
Okay, thank you.
Daniel Wolfe
Thank you.
Daniel Wolfe
[Operator Instructions] We see no additional questions in the queue.
Kevin Rendino
Well, thank you. It was a really good quarter. As always, we’ve already moved on to the next one and we look forward to reporting on Q3 sometime in October, early November. Thank you very much for your patience and your support for us, not only in the last 18 months, but to those shareholders that have been around longer, thank you for your patience as well. We’ll continue to try and build shareholder value for all and we hope to see a higher stock price and a higher NAV as we exit 2018. Thank you.
Daniel Wolfe
Thank you all. We can now disconnect.