2022 Financial Results Update Call. This is Daniel Wolfe, President and Portfolio Manager of 180 Degree Capital. Kevin Rendino, our Chief Executive Officer and Portfolio Manager and I would like to welcome you to our call this morning. [Operator Instructions] I would like to remind participants that this call is being recorded, and I will be referring to the slide deck that we have posted on our Investor Relations website at ir.180degreecapital.com under Financial Results. Please turn to the safe harbor statement on Slide 2. This presentation may contain statements of a forward-looking nature relating to future events. Statements contained in this presentation that are forward-looking events -- 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, the 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.

Thanks, Daniel, and good morning, everyone. After 5 years of consistent outperformance, 2022 was a difficult year for 180 on Slide 3, we show a summary. The fourth quarter was challenging for the entire company when taking into consideration the entire portfolio, specifically the legacy private portfolio that came from Harris & Harris, our predecessor company. December itself was challenging for the public portfolio given the frenzy tax loss selling of many of our holdings, our NAV declined to $6.32. 71% of that decline was due to the private portfolio, which as many of you know, we simply have had no control over. That was led by Quantum and AgBiome. The balance was due to a decline in the value of our public holdings, namely Synchronoss, Arena Group, comScore, Ascent and Parabellum we'll have more on those later. Let's turn to Slide 4. Which may be the most important slide in the deck, and I'm going to be blunt here. So while the month, fourth quarter and year were disappointing to me, let's understand where we are as we start 2023. The sins of Harris & Harris are almost done, if not totally done in during the 180 shareholder. We've undergone over the last 5 years before last year, a slow and methodical business transformation. We have mitigated the dampening effects of Harris & Harris portfolio by generating nearly $3.50 of gains in our public portfolio since we started. While it's almost unconscionable that the private portfolio in a bull market has had $1.80 of losses through the end of last year, it is what it is. But it's over. And as of February 24, we now have a total of $9.5 million in private holdings, but it's really $7 million you remove the Tara milestone payment, which in and of itself is about $2.5 million. So the private portfolio now is less than 10% of our NAV. When 180 started, I said it was our goal to have 100% of the assets in public related assets for transparency purposes. We are now 90% of the way there, $6.5 million ex Tara is the remaining value of our private portfolio given the write-downs that we took in the fourth quarter to sort of clear the decks as we think through the next 5 years. Slide 5 is a different version chart to show you how far we have come in remaking the business. We finally have a balance sheet where we control over 90% of the assets you could see here. Now our year-end 2023 was disappointing as it related to the public holdings, and we own that. But unlike the last 6 years, it will be nice to have our performance in the future dictated solely from our strategy of picking public microcap stocks without having to fight the massive headwind of a private portfolio that not only didn't carry its weight in the last 6 years, but actually hurt us. To show you how linked our future now is to our core competency of picking public stocks. Let's look at the impact our public portfolio has had on our NAV in 2023, keeping the private portfolio stagnant. Year-to-date, our book value has climbed as of February 24 to $7.08 on the back of a 14.8% gain in our public portfolio. Our NAV would now be up 12%. If this was the case when we started in 2017, a 14% increase in our public stock picking would have had just a 2.9% increase in our NAV. You can see now how our NAV growth is more directly linked to our public stocks rather than having an esoteric private portfolio impacted. It's easier, we think, for shareholders to judge how we're doing and we'll be much more transparent in the next 5 years than we were even in the last 5. We finally changed the company the way we always wanted to when we first started. Skipping ahead to Slide 6, you can see the dip in our cash and public securities here. It was indeed a rough quarter for our stock picking with a 7.6% decline versus a similar increase for the Russell Microcap Index. I'd encourage everyone to read our shareholder letter where we take a deep dive into the markets, our holdings and all the rest. We reviewed 2022, and we provide insight into 2023. We struggled last year amid a risk-off environment with the Russian war with Ukraine. -- subsequent higher rates to combat inflation due to a messy supply chain, which was caused by COVID. We were wrong in thinking that our holdings would perform better given their low valuations to start and for the most part, good fundamentals, except for the case of Quantum, we were wrong. The messier of the capital structure, the more investors couldn't wait to sell, which is one reason why names like Synchronoss and Arena underperformed, not only in most of 2022, but it's certainly in the fourth quarter. Then the fourth quarter came especially December. And I haven't seen tax loss selling like that in a very long time. And unfortunately, we were the recipients of it. It wasn't enough that Synchronoss got cut in half during the course of the year got cut in half in 1 month in December as tax loss selling is ramping. With 2022 in the rearview and our sights on 2023 being here now, being pollyannish isn't part of our thinking as we acknowledge that rates are materially higher than they were just 12 months ago. And this increase will no doubt have a dampening effect on global growth rates as well as equity valuations. That said, here's a nutshell of our views, which we support in our shareholder letter from a number of charts and research, if you happen to read the letter. One, our overall view is inflation peaked and the multitude of Fed rate hikes has already had a significant effect in lowering inflation. Two, we believe we are already in some sort of recession given real GDP has declined for more than 2 quarters in a row already. Three, we do not believe we are headed for a financial Armageddon like we had in 2008. In 2008, we had $1.3 trillion of subprime mortgage assets on the balance sheets of banks and insurance companies. That financial leverage simply doesn't exist like it did in the past. We believe stock price valuations have significantly discounted dire economic outlooks that are not occurring currently and in fact, may never occur. We believe we are headed to a normal environment where the market can no longer rely on free money and quantitative easing and 0% interest rates. Stocks will have competition from the bond market, and we do expect multiples at a hole to contract, but bubbles will continue to be popped. Slower growth rates will inevitably occur and companies with real revenues and real cash flow can still prosper. For the time being, we believe rightly so, gone are the gold rush days when talking heads, financial fees and children pontificate endlessly on how things have changed and how we are in a new world order with these individuals arguing for an entirely new investment landscape. So we think a back to the basics scenario where companies are being judged based on real cash flow and real revenues will come to exist and be more important in the next 5 years than it was in the last 5 years. Slide 7 shows our quarterly performance for every time frame. Obviously, we didn't get the job done in 2022, we were down every quarter. The calendar turned on January 1 and our 14.9% performance to start the year, doubles that of the benchmark. We're off to a good start, but it is what it is, nothing but a start, and we know how quickly things can change, but at least I'm sitting here today, I'm happy that we're up 14.8%, instead of down 14.8%. -- like we actually were in the first quarter of last year, as you can see from that chart. On Slide 8, here are the sources and changes for our assets in Q4, as you can see, $1.27 or 71% of the decline came from our legacy portfolio. Slide 9 shows our 22 year-to-date numbers, not pretty. Our public performance of left alone was not competitive, but if left alone would have caused our NAV to drop only 28% versus what where it ended up at the end of the year. layer on more than a dollar of losses in the private portfolio for the year and you get what was a very difficult year. As you can see on Slide 10, obviously, while last quarter and last year were substandard, we've enjoyed significant outperformance from our public holdings. And while it would have been nice to get some help from our private portfolio, it hurt us to the tune of $1.80 per share. The good news, and I really cannot emphasize this enough, our private portfolio is now valued at roughly $0.65 per share rather than comprised of over $5 a share of NAV just 6 years ago. Slide 11, the performance of every stock we owned in Q4. You can see Arena Group, Synchronoss, Ascent, Parabellum and comScore led the way with significant declines. To say a few words about each of our holdings that sit out in the past quarter. Please turn to Slide 12. On December 13, 2022, Arena announced the acquisition of Men's Journal using a new debt facility from B. Riley to fund the acquisition. The facility was meant to be a bridge to completion of an equity or other type of financing as it has terms that include increases in the interest rate quarterly starting in March of '23. With that lack of transparency and confusion, unfortunately, Arena stock subsequently collapsed from approximately $16 to $10.61 at the end of the quarter. As it turns out, we like the transaction. It was the funding piece that was a little bothersome to -- the Street. ComScore continued to improve to show improved financial results for Q3 and announced the negotiation of a data deal with Charter to provide lower costs, increased data access and a longer-term form of exclusivity with regard to the agreement. But that said, the stock was unable to recover from the collapse that started earlier in the year due primarily to continued ambiguity, can never say the word around potential for the special dividend to be called by the preferred stockholders and other concerning corporate governance matters. Cerberus did continue buying stores common stock in the open market with large purchases of 1.5 million shares at $1.10. The company does report tonight. We truly believe in the business. We are on the cusp of ramping up our activism if, in fact, we don't see improvements from the corporate governance from the Board of Directors that we intend to see when they report their results tonight. In terms of -- we did have a couple of names that help. Potbelly continue to provide strong results across all financial and shop level metrics. They also provided a strong guide for Q4 and announced the signing of 4 additional shop development deals with existing franchises. Commercial Vehicle Group was up in the quarter. They continue to show the improvements made by management through renegotiation of contracts and the streamlining of their business. They reported new business wins, continued strong free cash flow. That allowed the company to pay down debt near the top end of the guidance. And Alta Group reported results that exceeded all expectations and guidance with continued strong performance across all of its business. The company also notes that it continues to be constrained in its rental fleet and have not seen any weakness in demand at all. The next set of slides starting on Slide 15 show our performance for calendar '22, which tells the picture of each of our holdings. We also include on Slide 16, as we do every quarter, a snapshot of each of our holdings since the day we started. And clearly, while '22 was an underperforming year, the 6 years we have been at this, have yielded significant outperformance, all of which leads to Slide 21, the complete look at what we have done. I'd say last year, knocked out 3 numbers down, 3-year numbers down, but it did very little to our 5-year performance numbers and our inception numbers. Fortunately, this year is off to a better start, so we hope to be able to report a much different picture than this chart would dictate -- depict when we visit with you after Q1 of this year. And finally, to reiterate, we've undergone a significant business transformation that is essentially complete, albeit not necessarily the way we would have honored the last piece to fall by taking write-downs in AgBiome and Quantum. And remember, between Daniel and I, we own 8% of turn. Our full team includes the board -- including the board owns 10% of the company. We're economically aligned with our shareholders. Nobody feels the pain of '22 more than we do. It is also over. And as we begin 2023 and the next 5 years, I'm thankful I don't have to stare at many of the private holdings as we did when we first started. Instead of having $50 million of private holdings to worry about and which we couldn't control, we were essentially down to $6.5 million. The decks are cleared and our performance now will be dictated by our primary focus of picking small microcap stocks with [indiscernible] focus and an acting to spend. Daniel, why don't I turn it over to you now.

Thank you, Kevin. So as Kevin just mentioned, our business transformation really is almost complete. And if you turn to Slide 22, I'm really looking forward to the day when we actually no longer have this slide as part of our shareholder update call. This quarter, we wrote down the value of our holdings and AgBiome due primarily to declines in the value of public comparable companies. [indiscernible] has been written down to 0 following its management's continued endless failure to raise capital. Following these write-downs, 180's remaining private portfolio has only one material position, which is AgBiome. The total assets of the remaining portfolio, as Kevin said, is approximately $9.5 million. And of that $2.4 million are payments we would expect to receive from the sale of Tara to Valo Health with $1.1 million to be paid in April 23 and $1.3 million in April 24. The remaining legacy companies make up approximately 1.5% of our net assets as of December 2022 and less as of today with the appreciation in our public holdings. There really isn't anything else worth discussing relating to these assets, so I'm going to move on. Please turn to Slide 23. For Q4 '22, our regular operating expenses equaled approximately $800,000 versus approximately $750,000 in Q4 '21. The main increase year-over-year relates to admin operating expenses, which include our marketing efforts that I'll discuss in detail on the next slide. We will maintain a lean cost structure outside of fixed expenses for being a public company, focusing on our expenses on activities designed solely to enhance our investment performance or to increase our revenues from managing outside capital. As that has been the case since Kevin and I took over running 180, we have been consistent in saying that the management team will only participate in the bonus pool if our performance warrants it. Needless to say, our performance for '22 didn't warrant a bonus pool and us no performance-based notices are accrued or paid as of the end of Q2. In addition, no new bonus pools to be accrued so we overcome the high watermark set by our public holdings and payment of the historically deferred portion of the prior bonus pools will require the same with respect to each year that they were established. Our management team and board are acutely aware that we are in business to serve our shareholders. Please turn to Slide 24. As I mentioned, some of the increase year-over-year expenses relates to our marketing efforts with peak strategies. We showed you last quarter some of the efforts that we had. And as you can see on this slide, peace has done a great job in getting us in front of leading financial journalists to help increase the exposure of turn. We continue to pursue these opportunities with earnest. Please turn to Slide 25 and 26. We provide these slides each quarter that enable our shareholders to look at the trend of our total expenses and compensation related to expenses as a percentage of net assets. This year, the percentages increased primarily because of the decline in net assets. We continue to 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. We remain committed to treating every dollar of shareholder money with the utmost care and consideration. Please turn to Slide 27. Here, we present our scorecard through Q4 of '22 based on certain metrics that we track throughout the year. While '22 is difficult, we believe we are well positioned to grow value for our shareholders across all these metrics over time as we have done during the prior 5 years of 180's existence. Please turn to Slide 28. As of the end of Q4 '22, turn traded at 84% of NAV. Our securities of publicly traded companies in cash and other assets net liabilities were $5.41 per share. Stock price is $528 as you see -- if we receive 100% credit for the value of these assets, the market is ascribing a negative $0.13 per share or negative $1.35 million to our legacy private portfolio as of the end of the year. Now if you take and update this analysis through February 23 of '23, given the discussion earlier in this letter, using solely changes in the value of Level 1 or our publicly traded holdings or assets that are valued using Level 1 or publicly traded information, turn traded approximately 75% of NAV. Our securities of publicly traded stock, cash and other assets were about $6.16 per share. Our stock price was $5.28. If we receive 100% credit, similar analysis, the market is ascribing value approximately negative $0.89 per share, a negative $922 million to our legacy private portfolio. As Kevin mentioned earlier, and I talked about earlier, I remind you that $2.4 million of this legacy private portfolio are payments from the sale of Tara to Valo Health, and we expect to receive the first $1.1 million in April '23. We received the first $250,000 December of '22. Given how painful the market has been in '22, we think the current construct of our balance sheet has provided really a true floor to our share price. While none of '22 has been fun, had 2017 to '21 not occurred, our share price will be nowhere near where it is trading today. Now please turn to Slide 29, and I'd like to end with examining this discount to our stock trades that with respect to NAV in a little more detail. The chart shows our stock price versus NAV over time with the NAV that's being used in the denominator said at the prior quarter disclosed NAV. And you noticed that the most abrupt Jumps or declines occur when the new end of quarter NAV is used in the calculation. As 180's assets are now comprised substantially of publicly traded asset investments, the NAV is much easier for shareholders to estimate, particularly relative to our share price. We also believe that it will be easier for us going forward to provide a closer look at our business at various points of the year outside of our normal reporting cycle. While it is still very early in '23 and the performance of the quarter and the full year may be materially different than as what we've listed as of February 23. We are encouraged by the start of '23 and thought it important to provide the interim update to shareholders that we leased separately from our normal earnings release. As you can see from this chart, our stock train discounts to NAV expanded during -- due to growth in our NAV rather than declines in our stock price. Our belief in the increased ability to understand where our NAV is at a more frequent basis related to our continuing quest to narrow the discount between our stock price and NAV. That said, we focus on what we control and can control and that is increasing 180 Degree Capital Corp's NAV. We are able to do that, the stock price should follow as it has in our 6-year history for the benefit of shareholders. Seeing that, we certainly do not believe current stock price reflects the appropriate value of 180. And as you've seen us do in prior quarters in similar situations, management looks forward to adding to our ownership of 180 in open windows for such purposes. We would now like to open the call for questions.

[Operator Instructions] Our first question comes from Brian Alexitch. Can we hear you, Brian?

Can you hear me?

Yes, now we can hear you Brian.

I guess I can turn off my mute. A question for you on the Parabellum. I read in your letter that there's a kind of capital raising deadline of now-ish for the Penny acquisition and then the target and can kind of decide what they want to do. I'm just assuming, let's say that it doesn't work with them, I think you have roughly another 8 months or so to -- or Parabellum has 8 months to find an acquisition target -- can you just say what would happen to the turn balance sheet as you guys were the SPACs sponsor. If nothing happens, and the SPAC gets redeemed, what's the read through? How do we think about that scenario?

Yes. Thanks for your question, Brian. So obviously, I can't speak too much on Parabellum and the specifics relating to it, except for what is publicly known as you mentioned there, is that ability, it's not an automatic determination in terms of if the board of the Target and EnOcean wants to pursue different alternatives and terminate the business combination agreement. So that -- and that deadline for having the capital commitment is today, there hasn't been anything announced publicly regarding that. So I can't -- again, I can't speak in specifics. If the -- at the end of the day, this transaction does not go forward. From a technical perspective, the SPAC is able to extend its life through the -- through September. And then -- but to do that, the sponsors would have to put in approximately $185 per month, $185,000 per month. And so I think I would have to -- that's a decision that would have to be made if the -- if EnOcean were to terminate the agreement or we were to terminate the agreement with EnOcean and -- but if at the end of the day, under the scenario where the SPAC was shut down and the trust distributed, then the result to Turn's balance sheet would be a diminished amount of capital potentially coming back depending on how much is left in the operating account at the end of the day. Right now, we have it valued at about $2.7 million. So in a downside scenario, it would be approximately $0.27 impact to NAV.

What I would say there, Brian, hold on one second is it's a good company in a very difficult market for everything, funding the debt markets, stacks, raising capital. So there's been a back and forth in terms of trying to find the right value for the business. And it will either -- there will either be an agreement or there will not be. I wouldn't take it as if you don't see an announcement by the end of the day then it's over, you can always have extensions, and there's a give and take always back and forth between investors and the board. So it's still a work in progress. We hope to be able to conclude on something. But as Daniel said, if we don't, this will have been a waste of time, but it will -- and it will -- the waste of time will have been $2.7 million, as Daniel pointed out.

Got it. Then if I could ask one more. On D-Wave, hard not to notice the volume on February 6. Are you guys able to share anything about your position in D-Wave as of today?

No. You know that we can't share with you unless what our ownership stake of is in a particular day. No, can't do that. Brian I will say one other thing that Daniel mentioned...

Sorry. I hit the wrong button there.

Information where we are periodically during the course of the year. because we now know what we own and we can value what we own because they all trade on the NASDAQ and the New York and the rest. But as it relates to specifically sharing with folks outside of Form 13D or 13G filings. We can't and probably won't ever provide what we're doing in the middle of a quarter with regards to our position. That just wouldn't make any sense. Now if we exited it, and we were a filer, you probably see that. But we don't -- we're not going to get ourselves in a situation where we're showing our hand when we don't have to show our hand. So that's kind of the professional answer, Brian, to your question. Okay Daniel go ahead.

Sorry about that. Sorry, everybody. I think we're back on. Adam Waldo, please go ahead.

I hope you can hear me okay.

Yes, we can.

So I apologize. I got on the call a little bit late. You may have covered this in your prepared remarks, but some topics, AgBiome write-down and comScore activism. On the AgBiome volume write-down, it was a bit of a sizable write-down, obviously. And I wonder if you can provide a little more color on the factors that drove the size of that write-down? And then conversely, what factors you see going forward that might lead to a write-up and then I'll follow up on comScore.

So Daniel, let me attack the AgBiome. If you have anything to add go ahead. There are 2 reasons. Look, when you do an analysis of any of our private holdings, the analysis encompasses a number of factors. It could be the last raise that the company did. But if you're outside of a raise, then you sort of have to look at the company profiles and you do an option pricing methodology with regards to it. And clearly, 2022 was a difficult year for the ag space. And as such, as you're looking at AgBiome, when they're a year removed from doing a deal, you have to value it differently than you did starting the year Daniel is there anything else there?

No, your [indiscernible].

Yes. So -- and I don't know what to say. I mean they need to run their business better. I mean it's the best way for me to phrase it, Adam. It's the whole frustrating part about all this stuff is, I don't know, I can't control it. We have no stay other than we could -- we speak to the Board. We speak to the management team. But inevitably, we can't control anything. And they got a lot of work to do to improve their business model. They have a Board that would more than love for them to be public, but are they really ready to be public? I mean that's all the questions. It was a challenging year for the industry. And obviously, you could see from our mark, it was a challenging year for ad volume. That's really all we can say on it. In terms of comp...

Sorry, just one if I may. So the bulk of the write-down was operating performance driven. It was a discount rate because of the backup in interest rates and Fed funds and so forth, originally the operating performance of the company was the principal driver?

Yes. So the option pricing models do include -- and it's actually not discount rate based. It's actually -- when interest rates go up, the -- and volatility also goes up, you can actually see the option pricing models have an opportune impact. It really comes down to, as Kevin said, when you have a company that's done -- that has that financing that's over a year out, under ASC 820, which is the accounting standard for determining fair value, you need to incorporate other factors into the termination because there's been a long time since the -- that price and evaluation was set. And so when you look at both the -- some of the inputs we had around the company, but mostly related to the performance of comparable related companies, again, it was a pretty difficult year for most ag companies, especially small tech -- small cap as we know. And that being incorporated into value and determination of value led to the significant decrease in value.

Okay. So if I'm hearing you properly, gents, it's really more multiple compression in the comp set rather than way off target operating performance of the business.

It's still a relatively early-stage company, right? I mean, they do have some products on the market. It's not -- and they're not -- the actual operating performance isn't out there. But they do have some products that are on the market, but it's early stage. And if you look at just the weather, right, and a lot of their stuff they develop fungicides. That's one of their main products that's on the market. For fungicides, you need wet weather. And if you look at just the weather from last year, it was difficult in some of the main growing areas. So there's -- that's not to say that they don't have really interesting products and capabilities, and there is the opportunity for growth into the future, but -- and '22 was a difficult year.

Needless to say, as it relates to coming public, this market is not about idea stocks. We don't need billion ideas right now. And we're in a risk-off environment where that's sort of the last thing on investors' attention. And so names like this just gets pushed to the back of the line if, in fact, there actually is a line. Obviously, disappointing. We have a high regard -- if had a high regard for the company. And it's just one other -- just another reason why it's hard for me to ascertain how Harris & Harris existed for as long as it did with names like this -- because we've -- as Daniel said, it is early stage. You know how long we bond it. What and how long we own this? AgBiome was 2014, if I remember correctly. That's 9 years of early stage. D-Wave was funded in 19 and -- yes, I can't believe what I'm saying this. Was it 1999?

It was -- the DA was founded in 1999. We invested in D-Wave in 20 -- actually, I take back what I said earlier about AgBio, we invested -- our initial investment date in AgBiome was in '13 and our initial investment in D-Wave, I believe, was in 2006 or 7.

In saying that the company existed for as long as it did, then we inevitably would have ended up as a 0 if it didn't change it's stripes. On comScore, Adam, -- it's a business that it's a real franchise. The Board has done some good things. They hired John Carpenter. They've been buyers of their own stock in the open market. Board members, specifically service as well. Initiated cost improvement program, which should help their EBITDA margins, investing in the right areas. And so they've done some good things. Here is where the issue is. Number one, it's a 10-person board, which is completely unwieldy and out of pocket for a company of this size, just too big. The compensation in 2021 was $4.1 million paid to the Board. Now some of that was paid back from '20. It's an unconscionable amount of capital. When I was on the Board of a company, the Street, we didn't get paid, I don't think. We took zero cash from the company because our economic incentive was a 17% ownership stake that we had in -- the Street. Well, some of the preferred holders, which have 2 CTs are actually paying themselves as well. That bothers me, and that needs to change. You have a lead independent director who's been there for 15 years, who hasn't added a day of value in the 15 years that he's been there. And he made $900,000 in 2021. That's disgraceful and egregious. And they're not addressing the issue of the preferred, where it is dominating the capital structure. There's a special dividend out there. which the company is entitled which the preferred holders can call, except they can't call it because it would put the company at risk. And the company doesn't necessarily acknowledge this. They don't really discuss it. And they're in a weird spot because they can't say we can't pay it on the one hand, except on the other hand, they can't pay it, and the special dividend is not going to be called, but everyone thinks they are going to call a special dividend. So there's a number of things at the Board level, which need to be fixed and altered. There's more alignment that the preferred shareholders could make with the common shareholders to show that they are aligned with the common shareholders. And we're going to press -- we're going to we're going to get more aggressive in some of our commentary, if we don't see some significant changes. We're done talking about the things that we think they should be doing. We're going to start demanding that they do certain things. And if that means writing a public letter, then we'll write a public letter. I'm hopeful we don't have to do it, and the Board will operate properly. They need to shrink the size of the board. They need to shrink the comp that's paid to the Board. They need to deal with the special dividend because you can't have a Board that's paying themselves $4.1 million and then telling the CEO to go fire a bunch of people or hold people's comps at less than inflation. It's just -- it doesn't work. So the people that have been disadvantaged here are the employees of comScore. And the Board has a responsibility to not serve preferred shareholders their responsibility is to common shareholders, and we're going to make sure that they're aware of their responsibility. So it's a completely egregiously mispriced business, like $1.16 makes zero sense to me zero. It's worth 3x that amount now, but the Board's got to basically deliver on enhanced corporate governance practices. They're just behind the 8 ball here. So we'll see if they do it, hopefully will. Time will tell, but we're activists for a reason. We're never going to be able to run a proxy contest. I'm the first person that we're not going to waste shareholders' money. But we're launching a proxy contest, we can never win. But we'll make their lives a little more difficult by being very bold in letters written to common shareholders and the employees if they don't change their stripes, long-winded answer, that's why I'm sure.

And maybe the only thing other thing I would add to that is, look, we've had a good dialogue with them. They have done a number of things that we have suggested and they have been somewhat responsive. It's really these remaining topics that we think is there -- if they actually focus on and work to resolve that should unlock value for everyone.

Right. thanks for clarifying about the potential proxy contest. So obviously, under Delaware corporate law, the Board's obligation is to the common shareholders above the preferred. Could you envision some sort of contingency litigation around fiduciary duty here? Or what other forms might activism take to decide whether ready?

Yes, proxy contest, probably not going to do. The Delaware courts have been very emphatic about what the obligations are of Board members that is they are there to facilitate the rights and represent the rights of common shareholders. They haven't really done anything to violate the rights? I mean, what have they done? There's nothing to see them over yet, but we haven't -- we're watching. And if they cross the line, then litigation is an open possibility. Like I said, to Daniel's point, we've had a good dialogue with the Board. But the dialogue has stopped being a dialogue because they're not addressing certain things that need to be addressed. They've addressed a lot of other things. They need to keep addressing the issues that are plaguing the stock. There's no reason, given the results why this share price is $1.16. It was 3x the price in April of last year, 3x. Nothing's changed. As a matter of fact, the business is better. But what happened last year is way better. What happened last year, if you remember, is -- because the preferred is not calculated as equity according to Russell, -- and so they unfortunately ran through to the downside where the market cap levels were to remain in the Russell, and we kept sending them notes, convert some of you would refer because you convert it to comment at -- at some economic interest to you, we weren't asking them to lose economics here. But if you do that, your market cap will be higher because now -- because obviously, common is calculated as equity, and you can retain your status into Russell, they just completely ignored it. Ignored it, ignored it, ignored it. The stock went from $3 to basically $1.50 as a result of the Russell being kicked out of the Russell. And so we're not going to allow them to disregard the things that are important to this equity price, which is dealing with the preferred, dealing with a special dividend, talking about it, being transparent about it. They're just ignoring it. They're hoping it will go away. It's not going to go away. And then the $1.15 proves it. that it's not going to go away because we've had a rally in the market, and the stock has done nothing. So we're on it. Litigation potentially possible, no proxy contest, but public letters for sure. And if that embarrasses certain members of the Board, so be it, clean up your act or you're going to get a letter from the big shareholder.

Again if you have a question please press #6 on your phone. I'm not seeing any other questions in the queue.

So look, thanks, everyone. It was a good 5 years and then a bad last year. There's no getting around that. I promise you full transparency when we got here. That means when it's good, it's bad. You're going to get the same level of transparency. We don't hide behind that performance. We had that performance in our public portfolio last year for the first time since we arrived, and that was disappointing. And while we also had hits in our private portfolio, which was completely disappointing and not helpful in 2022. As I said, our business transformation is now 90% complete. $50 million worth of assets that we had in private holdings when we started is now down to $6.5 million. And so as we stare down the next 5 or 10 years, our performance is going to be dictated by the public stock picking that we do here, and that's going to drive our NAV. Unlike it has in the past 5 or 6 years where the private portfolio is still dominated. It was the great majority of our assets for more than half of the last 6 years, that's no longer the case. So that's not to suggest we're going to have outperformance that's going to take blood, sweat and tears and a lot of hard work. But the good news for us is I no longer have to spend a ton of time worrying about which private portfolio may or may not hurt us this quarter. We've had some wins in the private portfolio throughout HCL and Petra, but for the most part, as you can see in the slides, $1.80 in losses in the last 6 years has been nothing short of a tremendous headwind that no longer exists as we stare out the next 5 years. And with added transparency should lead to a narrowing of the discount. And remember, at the end of the day, the more that we build scale, the more opportunities we'll have to return capital back to shareholders, whether that's share repurchase or dividends. And as a discount never narrows, and we could always close it down and give all the money back to shareholders. That's not for today's discussion, but as we think through the next 5 years, we do have a chance to make a lot of money here for our shareholders, and we think the dislocation of the equity markets in 2022 is going to serve us well as we look out the next 3 years. So thank you for your time today. We look forward to chatting with you about our Q1 results. If anybody has any questions, you know where to find us, please e-mail our call and we're happy to jump on the phone with you and discuss whatever it is that you want to discuss. So Thanks.

Thanks, everyone. You can now disconnect.