180 Degree Capital Corp.

180 Degree Capital Corp.

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Asset Management

180 Degree Capital Corp. (TURN) Q4 2018 Earnings Call Transcript

Published at 2019-02-26 17:00:00
Operator
[Call Starts Abruptly] …call this morning. All participants are currently in a listen-only mode. Following our prepared remarks, we will open up the line to questions. [Operator Instructions] I would like to remind all participants that this call is being recorded and that we will 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 2 that contains our Safe Harbor statement. This presentation may contain statements of a forward-looking nature related to future events. Statements contained in this presentation that are forward-looking statements 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 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, Daniel. Please turn to the summary of Q4 2018, which is number Page 2 on the slide deck. It feels a little odd to be reviewing the fourth quarter given we're in such a completely different environment just two months later. Essentially, through last night, as you can see from our public holdings, we have gotten back all the losses that we incurred in Q4. I know a lot can change between now and the end of Q1. We will have more on that later. Nevertheless, we do need to review Q4. So let's begin to doing so. Despite a 6% decline in our NAV, our share price declined 19%. This lead to a widening of the discount our share price trades relative to our NAV. That discount was 23% at the end of Q3, 34% at the end of Q4. And as you know given the success we've had investing in the public markets over the course of the last two years that I don't think that's the right reflection of our business. And you also know that because between Daniel and I were pushing ownership of terms at a tune of nearly a million shares and almost all of that has involved with her own money from our pockets. We ended the quarter with $33 million of cash in liquid securities of nearly $10 per share. More on that as we go along. Our public portfolio did have a challenging quarter and was led by declines in the Mersana, Adesto, TheStreet and Airgain. Our portfolio is basically unchanged from last quarter. For the most, this part of our balance sheet has been a drag to our growth in NAV over the last two years. However, this quarter had helped cushion the blow of a very difficult market. Daniel will discuss the private portfolio soon. It was a total wipeout for the market in Q3 led by peers of the trade war with China, interest rate gears and inventory correction in the semiconductor space and an overall slowing global growth led to weakness and the underperformance of both hedge funds and long only equity funds and private equity funds led to massive redemptions at the end of the year. HFR Global Hedge Fund reports said investors redeem $22.5 billion from the hedge funds in Q4, while Lipper reported $57 billion in redemptions from equity funds. It was one of those markets we're selling, we get selling, we get selling, we get selling. It was the first time in history that the S&P ended the year down when after the first three quarters it was up. It was the worst December for the S&P since 1931 or during the great depression. The Russell Microcap Index was down 22% for the quarter and 13% for the year. At one point from its high, earlier in the year, the Russell Microcap Index has declined by nearly 30%. So know this was not a normal correction and not a normal selloff. This was a slower moving market crash just like the one that we experienced in 1987. This one just took longer to play out. Nobody likes to lose money, but against all of this, our public market stocks outperformed the benchmarks and we’re actually up in 2018. In Q4, we were able to protect our balance sheet by having a greater than normal cash cushion. Cash was intentionally greater than 10% of our assets because we too had building concerns about the market as we were ending the year. All-in-all, in the face of what was clearly challenging 2018, we grew our book value. I know from looking at the liquid data that you can count on one hand, the amount of funds that generated a positive return for shareholders, we are pleased to be one of them. We certainly survived the year. Next Slide please. This Slide shows our NAV over time. The Russell Microcap Index is actually down for the two-year period ending 2018, which is when 180 Degree started. Against that backdrop, we have grown our book value 13%. And this is after some restructuring charges we took on the eve of turning Harris & Harris into a 180 Degree Capital. So all-in-all, we were up last year and we were up for the course of the last two years against the Russell Microcap, which is down 1.5%. Next Slide please. This shows our NAV over time. The Russell Microcap Index -- I'm sorry, the next slide, the sources of changes of our net assets. We show you this slide every quarter is the sources have changed and earned NAV for the quarter. Firstly, we were aided by a reversal of an accrued bonus in Q4. What does that mean? We have repeatedly told you that our management team is aligned with the shareholders. If we meaningfully grow our book value, the management of 180 Degree Capital would share on that growth. And if we don’t, we won’t. It's just simple as that. Through three quarters given where we were, given where our NAV was -- there was an expected comp wall for the management team and we accrued for that during the first three quarters of year. Given Q4's performance, we -- 100% reverse that accrual and such there will be no bonus pool for the investment team. Our public stocks cost of $0.16 in the quarter, our private portfolio was down a penny, our normal expenses $0.02 lead to an ultimate decline of $0.17 for the quarter. Next slide please. This slide is a source of change in our net assets for all of 2018. Led by a 10% gain of performance in our public holdings, we generated $0.12 of gains. Private portfolio cost us a penny, normal expenses of $0.07 led to a total gain of $0.04 to our book value, or 1.5%. Next Slide please. Here is our scorecard for the two years since we started. As you can see, most of the gains generated here in our public portfolio, $0.45 of gains to be specific. The private portfolio added $0.08 of gains, normal expenses lead to a 13% gain in our book value against a 1.5% decline for the Russell Microcap Index. Other than waiting for a big monetization event from the private portfolio, I don’t even want to think about what would have happened to our business had we now turned Harris & Harris into 180 Degree Capital. Next Slide please. There is our weighted average return of our public portfolio in Q4, down 16%. Like the market, we've suffered as well, not as much, but still very painful. As I look at this, I would say we have been negatively hit more so by the trade war chattered than anything else, specifically, as it relates to our exposure in the technology space, and IOT, in particular. We clearly think the market has overcharged concerns here. And as such, we spent 30% of our cash in the quarter on both old and new names. We will have a few comments to make on these names in a second. But as always, if you have a question on any of these, please ask then when we’re done with our prepared remarks. Next Slide please. Our public positions absolutely had a tough Q4 of 2018. Mersana decreased by nearly $0.05 a share or 59% in the quarter. There is really no company's specific news in the quarter that could be identified as the costs have declined other than the NASDAQ Biotech's Index declined 20% in the quarter. And the last thing you want to own is an early stage biotech company that needs cash to fund its business. I think, as I looked back at our performance in the quarter, this was the one that I kind of a hit ourselves over the head the most because I should have read the [indiscernible] lease a little better here. In Q1 of 2019, Mersana announced termination of one of its development programs to focus on the second program. This should aid its cash on its balance sheet. And just like the decline in Q4 -- because the world was ending, given the robust nature of the market in the first quarter, the stock is actually up 73% through February 25. Adesto [indiscernible] and nickel as well. There is no company's specific news as well that could be identified as the cause of the decline other than the fear of the trade war with China what that would do to the technology supply chain. The entire semiconductor sector declined due to the China Trade War plus excess inventory. The SOX Index declined by 15%. You're just not going to have a stock that's up in a sector when everyone is selling and the index in general was down 15%. Like Mersana, this is clearly reversed itself in Q4. They reported last week -- in Q1. They reported last week and the stock is up 39% through February 25. Airgain fits the same bill as Adesto. It was down last year because of fears of the China trade war and the rest of the technology complex. [indiscernible] us by a couple of pennies. They reported an earnings a couple weeks ago. They were better than expected, the guide was better than expected and the stock was up 24% through February 25. So back to my point about where we are currently -- I can basically sit here today. And it’s the quarter close today. We would have raised all the gains from -- all the losses from last quarter. Next Slide please. Here is our weighted average performance of our public companies over the course of last year. If you told me that we would essentially have a market that was down 13% -- would I accept a 10% gain in our public holdings, clearly, the answer to that is yes, 100%. Next Slide please. Here is our weighted public company performance for all of 2018. And again, I'm sorry, for the two years ended 2018. And again, you told me that the market will be down 1.5% over the course of that period of time, would I have accepted a positive 43% for our portfolio. The answer to that would also be, yes. We had four doubles in our portfolio over the [Technical Difficulty] Adesto, USA truck, Turtle Beach and the TheStreet. We think we've done a fairly good job of managing the public markets portfolio over the course of the last two years. Next Slide please. This is -- we think we've built a solid track record in our public market business. This is a snapshot of our public market sector versus the rest the world. I think we built the case the common sense investing with a touch of activism can lead to great results. I think, now we have a credible case to go out and seek more outside capital. I think when we started, we talked about our desire to manage outside capital, and we've done so with a couple of SPVs. But I think the track record that we built over the course of the last two years is going to give us a better case to make for more robust capital perhaps in a new activist fund that we’re contemplating as we sit here today. Next Slide please. This is just to look at our NAV change. Of course, we are only using a portion of our balance sheet for the public market investing that we do. So the NAV growth and public market returns will look a little different, all-in-all, though fairly good success both in 2017 and 2018. Next Slide please. We've talked to you about our desire to turn our business into 100% public market investing. This is going to take time. We think we have made substantial achievement and had some success in this area over the course of the last two years. We’ve taken our cash and public securities and some percentage of our assets from 26%, up to 40%. Now in Q4, we took a step back. We ended Q3 at 44% of our portfolios in cash and liquid securities, and then the number fell to 39.5%. But as you know, as I talked to all of you, the more you can have in cash and liquid securities the more narrow that discount would be for our share price through our NAV, as the market will have a better understanding how to value our portfolio then just looking at our private holdings. Next Slide please. I touched on this earlier. Again, a lot can change here in the next month. But our public market gross weighted average increase of $4.8 million or nearly 19% as equated to a $0.15 gain in our NAV year-to-date. This doesn't take into consideration what our product portfolio will be doing or clearly our expenses. But my point is that if the quarter was five months, we talked about a flat quarter, if three months, we have to talk about $0.17 decline, hopefully, this quarter we will be talking about $0.15 or $0.16 or $0.17 gain who knows. We’re managing your money not on a quarterly basis, but from start to finish. We think about investments over long periods of time. We are trying to build your capital. Unfortunately the world stops and we all keep score at the end of quarters, and we report on those quarters. But the idea is to grow the most money we can for you over a sustained period of time. We think we've done that. We have built two new positions in public companies. We may or may not talk about them when we report Q1, because we’re building those positions currently. And one of the notes, the Canadian dollar has increased in value versus the U.S. dollar. And as you know, one of our holdings, D-Wave, a Canadian company either benefits or gets hurt by the change in the dollar. Will this change year-to-date. It has given us a penny per share increase in our NAV because of the Canadian dollar strength that we’ve seen year-to-date. With that, I will turn the call over to Daniel. And then I will come back for concluding comments and then we'll open it up for Q&A. Daniel?
Daniel Wolfe
Thank you, Kevin. Please turn to Slide 15. As talked about earlier, we added one new position during the fourth quarter that we’re ready to announce publically. It’s called Intermolecular. Intermolecular symbol is IMI. It provides semiconductor companies with materials, development resources using its expertise, accelerated learning and experimentation platform and information and analytics infrastructure. We've noted IMI since its founding as a venture-backed company and tracked its development over the years. We recently became re-interested in it because of the hiring of a new CEO Chris Kramer. Chris was formerly at Entegris and was a customer of IMI. He had unique knowledge of both the specialized capabilities of the company and the problems with his prior business model. He and his product team turnaround the company reset its business model and signed new customers, including some of the leading semiconductor manufacturing companies in the world. The company has a pristine balance sheet with $30 million cash and no debt. And its services generate 60% to 70% gross margins. We took advantage of a distribution of shares by one of the venture capital investors to establish our initial position and have been adding to it throughout the rest of the quarter and into the first quarter of 2019. Please turn to Slide 16. As we said in prior calls and letters, we continue to believe our private portfolio contains companies that can generate material meaningful returns on invested capital. As of the end of the year, our most mature private portfolio companies D-wave, AgBiome, Nanosys and ORIG3N were valued at approximately $30 million in aggregate or over half percent of total value of our private portfolio. And more than what the market actually is valuing our private portfolio at the end of the year. There are other private companies within our portfolio. However, these companies are in the early stages of development. And the timeline and potential exit values for these companies are highly uncertain. As a reminder, following the sale of our shares of HZO to unnamed investors for an aggregate price of $7 million in the third quarter of 2018, we continue to look for opportunities to monetize our private portfolio investments in transactions that we believe are in the best interest of our shareholders. Toward this goal, we were able to sell our convertible notes in Genome Profiling to an unnamed investor in January of 2018 for the principal amount of the noted $230,000 plus unpaid accrued interest. While not as material as our sell of shares of HZO, it is a continued step in our efforts to monetize our private holdings, so we have additional capital to push the work in our public investment strategy. Please turn to Slide 17. As we have discussed in our prior calls, we have greatly reduced our operating expenses, which will make it far easier to grow NAV than in years past. For the fourth quarter of 2018, our operating expenses were essentially flat versus the same quarter in 2017. I note that these figures do not include sublease income, which was the same in the fourth quarter of both years. Please turn to Slide 18 and 19. As we discussed on all our current, past quarter calls, we currently anticipate that reductions in our operating expenses as a percentage of the net assets, we based on growth in our net assets rather than further reductions in our expenses. This slide shows that we continue to make progress on that front. With estimated operating expenses, as a percentage of net assets including and excluding year-end bonus accruals from each year, if they were any, although there wasn’t any this year, 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, we should increase our operating expenses. We will only pursue such a higher if we believe that investment will help us grow 180's net asset value. Kevin already mentioned us -- given performance during the quarter management recommended and our compensation committee agreed that the investment team would not receive a bonus for 2018. Our compensation committee did determine that 2018 met the persistent performance goals from the deferred bonus from 2017, so half of the deferred amount was paid to management. The remaining half will only be paid if such performance is persistent through 2019. We remain committed to retrain 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. I will now turn the call back over to Kevin.
Kevin Rendino
Thanks, Daniel. Q4 2018 was brutal. We suffered along with it albeit not as bad and the year of 2018 was challenging. Although I would say as we sit here today, we certainly survived. Being up last year, albeit a small amount, was an achievement that not a lot of funds can say they had positive returns. If you look at our scorecard on Page 20, we grew our NAV. Our cash and public portfolio securities went up and our expenses went down. We also managed more third-party capital than we did in 2017. So our stock price declines. Not happy about that as you know and our discount NAV actually widened, not happy about that either, as you all know. But in terms of managing the business sort of controlling what we can control, we think that, as I said, not only did we survive through 2018, but I think the world can point to our performance as one of the elite performers in all of 2018, certainly liquidly. Slide 21 is the sum of the parts. We do this for you every quarter. Basically we start with our share price. We then say what is the value of our publicly traded portfolio companies, $0.80 a share, add back of cash, take other noninvestment asset per share. And we end up that our total non-private portfolio net assets per share of $3 meaning that world is paying $0.72 per share for our private portfolio and given that we've marked our private portfolio as $61. Even though we show overall a stock that trades at two thirds of its NAV, if you actually look at what the market is paying for us for our private portfolio, you'll see that it's really $0.44 on the dollar. We call last year that we returned capital in the form of HZO not only at NAV, but at a premiums NAV. So we certainly think the market has misinterpreted the value of our private portfolio is up to us to monetize it over time. Lastly, on Slide 22, our goals or our vision for 180, we want 180 to be known as a prominent and dominant leader in a world of public company constructive activism. We think we've had a number of successes or ready to speak Turtle Beach, certainly TheStreet. We hope to have another one lined up that will be able to hopefully share with you sooner rather than later. We will always continue to strive for excellence in investment management performance. If you cannot pick stocks, you don't deserve other people's money to manage. And our job is excellence in investment performance. We think we've proven that we can do this. I'm pretty proud of the track record that we've developed. We need to continue along on the same path. We want to be known as game changers and helping businesses generate positive shareholder returns. Activism means a lot of things to a lot of people. We call our activism, collegial or constructive. I would ask the management and the Board of TheStreet to set to ask then was 180 constructive and helping turn a $0.80 stock into a $2.20 stock in basically 15 months. We are aligned with you. I said it earlier. The management owns nearly a million shares. The window has been closed for us since we reported the quarter. For us, to be successful we must increase the price of our stock. We've said that from day one. That is how we keep score at the end of the day. And I certainly know, when I go home at night, I know that the term stock price will greatly affect my net worth of [indiscernible] team and the board. So we’re clearly aligned with shareholders on that front. With that, we will open it up for questions. I have already decided that the first couple of words for my next shareholder letter of things continue the way they've gone in 2019. It's going to be never mind meaning never mind all that we've said in our last quarterly report when we reported Q4. With that Daniel, why don’t we open it up for questions?
Daniel Wolfe
[Operator Instructions] Hi, please go ahead.
Unidentified Analyst
Hey, guys, it’s [indiscernible]. Congrats, being in the front line to small cap certainly seeing the difficulties of that market. You guys did a very good job. Could you help us understand AgBiome and D-wave, how bigger those companies? What is the -- how do you value them? Are there -- is there private share sale? Just given it's such a big piece of the portfolio value, can you just provide a little clarity there?
Kevin Rendino
First of all, Brian, thank you for your comments. I will let Daniel comment on D-Wave and AgBiome. And maybe I will have something to add.
Daniel Wolfe
Yes. Thanks, Brian. Great question. And so, taking a step back, every quarter we go through a robust valuation process. The values are prepared by management with the supporting information and are actually set at the end of the day by our valuation, which is made up of all of our independent or actors, most of the time you have situations where company, especially with a company like D-Wave or AgBiome, where they are really just building their businesses. They are starting to generate revenues, they are starting to figure out their longer-term business models, but often times they also do raise capital in those endeavors and as their buildings. So we oftenly use a most recent round of financing as a base on which we will then work to derive value or if there was a material secondary transaction that occurred -- and that gives us an indication to what the value of those shares that we hold maybe. And we use the option pricing model, which has become standard in the industry as part of driving value when you have complicated capital structures. But there is -- for a company like AgBiome or D-Wave, both of those companies have actually had either financing event or a secular transaction within -- meaningful sector transaction within a year of the valuation day. So those are the primary inputs to value as of at least this current date.
Kevin Rendino
I would say Brian there are two biggest positions like country mile, they matter the most. I think most of our investors when they think of us, they always ask about D-Wave because it's an artificial intelligence quantum computing company that has [indiscernible] of IP and brilliant engineers and then basically develop answers to questions that haven’t even been asked anymore -- that haven’t even been asked. And so the amount of technology brainpower that’s there is substantial. We think this company has been around for a long time. It’s a mature company in terms of its notoriety and the amount of financing they've done. They need to monetize themselves over the course of the next two years. We hope that it will. It’s a very important company up in Canada. It's Canada's price duel as it relates to technology. AgBiome, so while I think that investors always ask us about the way we think that our best private business that we own as AgBiome. That’s in the seed world. It's run by an unbelievable collection of brilliant CEO and its management team. We think to doing the right thing. They are setting up holding companies for their businesses. Each round of financing they have been done has -- [indiscernible] at more and more demand and therefore higher price. It was actually business there as well. They got big -- both companies have big valuations though in the hundreds and hundreds of millions of dollars as opposed to in the $20 million or $30 million or $50 million. So these are really big businesses.
Unidentified Analyst
Okay. So I'm sorry. I missed that. So the market -- the rough valuations of your percentage ownership of AgBiome is roughly what percentage?
Daniel Wolfe
Yes, we don't disclose exactly what our value -- the exact amount because our investors get -- are unhappy when we do that. But in ranges, what we said is AgBiome is somewhere between 5% and 7.5%, D-Wave is somewhere between 2.5% and 5%.
Kevin Rendino
[indiscernible] why don’t you monetize that or why don’t you make them go public or why don’t you make them sell themselves? In these cases, we aren't controlling shareholders. And so there's only a certain amount of push that we can give in that delisting. We’re just not controlling shareholders. That doesn’t mean the companies aren’t doing the right things and that there is other shareholders that have greater interest and aren’t aligned with us because they are in both cases, but these are not controlling positions.
Unidentified Analyst
Got it. When you guys truly, I mean, I think you've done a great job. You deserve more outside capital. And I know you took on a lot of positions. And you've done a lot to move the needle. So congratulations and appreciating as a shareholder.
Daniel Wolfe
Thanks Brian. Hi, please go ahead.
Unidentified Analyst
This is Darrel [indiscernible] here in Atlanta, Georgia. So I reiterate Brian's comments, good work in a very tough time. Looking at Intermolecular, interestingly enough, I've got a position in that thing myself, so kind of -- actually in coincidence. But I have noticed that a gentleman by the name of Neil [indiscernible] sold about 250,000 shares recently. And then another gentleman Miller Lloyd, I think, he passed away about a year or so ago, I think his stake has a lot of stock. Could you comment relative to those two transactions?
Kevin Rendino
Yes, so Neil and Lloyd Miller -- Neil [indiscernible] is managing the foundation of Lloyd Miller, I believe. And therefore when it says Neil [indiscernible] ownership, it really is the foundation or the holdings for Lloyd Miller when he passed. Couple of comments there, I -- many times when you go through a market meltdown and you're staring at the screen and you’re wondering why [indiscernible] is this going down this much? What am I missing? We always say what I’m missing? What I'm missing? We will be yelling at each other. In Q4, and then quite frankly sometimes we look back, we really not missing anything other than there was a market meltdown and there were the forced liquidations. And we always hear forced liquidations, forced liquidations. Well, they actually do occur, and they actually are real. And in Q4, I highlighted for you in [indiscernible] and the hedge fund data. But we also knew that there were a number of LPs that were literally selling positions at the end of the year regardless of price. And Intermolecular is fourth biggest holding did just that. We were aware of that that one of their LPs -- one of the companies that own Intermolecular when it was private, they came public, they retain their position to fund close and they distributed all that stock through its LPs at the end of Q4. And we knew that was coming and we -- and that's why we were -- we were there with the basket at $0.94 a share at the end of the year. I don't know anymore about what Neil Suban [ph] is doing other than he sold stock the other day. I don't know if that means there is more stock for sale or not. We'd like to keep our gears appeal to all trading desks to make sure that if events like Q4 happen where one LP sold 4 million shares in one day, if somebody else is going to do the same thing, while we love this business. We think it's worth $2 over time. We think the CEO is doing a fantastic job. We think that there is ample cash in the balance sheet. We want to be ready. And so, if that stock is for sale, then we’re on the buy side. And if it's not for sale, then it's not. But if trades, you can expect us to be part of that trade.
Daniel Wolfe
[Operator Instructions] Seeing no more questions in the queue. Kevin Rendino Okay. Well thanks everyone for listening. Of course, if there is any comments or questions that you have, feel free to reach us in the office or by email. I’m glad 2018 is over. It was a brutal quarter and a tough year. But as I said earlier, we -- not only do we think we survived, but we think we actually can put our performance against towards other funds and be very proud. So we will continue to work hard for the benefit of all of our shareholders and we look forward to reporting to you our Q1 in just a couple of months. So thanks very much and have a great day.
Daniel Wolfe
Thank you. You can all disconnect now.
Operator
Good bye.