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spk07: Ladies and gentlemen, thank you for standing by, and welcome to the MarketWise Third Quarter 2021 Earnings Call. During today's presentation, all parties will be in a listen-only mode. If anyone should require operator assistance during the call, please press star zero. Following the presentation, the conference will be open for questions with instructions to follow at that time. As a reminder, this conference call is being recorded. I would now like to hand the conference over to Jonathan Chanfield, head of investor relations at MarketWise. Please go ahead.
spk01: Thank you. Good morning. Thanks for joining us on today's conference call to discuss MarketWise's third quarter 2021 financial results. On the call today, we have Mark Arnold, our chief executive officer, and Dale Lynch, our chief financial officer. During the course of today's call, we may make forward-looking statements, including but not limited to statements regarding our guidance and future financial performance, Mark Reyes, Market demand growth prospects business strategies and plans and our ability to attract and retain customers. Mark Reyes, These forward looking statements are based on management's current views and assumptions and should not be relied upon as of any subsequent date and will disclaim any obligation to update any forward looking statements. Actual results may vary materially from today's statements. Information concerning our risks, uncertainties, and other factors that could cause results to differ from these forward-looking statements are contained in the company's SEC filings, earnings press release, and supplemental information posted on the investor section of the company's website. Our discussion today will include certain non-GAAP financial measures. These non-GAAP financial measures should be considered in addition to, but not as a substitute for, an isolation from GAAP measures. Reconciliations to non-GAAP measures can be found in our earnings press release and SEC filings. I will now turn the call over to Mark.
spk02: Thanks, John. Good morning, everybody. Welcome to our third quarter 2021 earnings conference call. As you all know, we successfully closed our transactions with Ascendant and began trading publicly in late July. We're pleased to have completed the transactions and the transition to operating as a public company. There was a lot of hard work by our team and all of our advisors to get to our current state, and we have a lot to be proud of. And with that said, we're excited about the opportunities that we see in front of us as a newly public company. We're going to discuss the highlights of our third quarter results and some of the trends we're seeing in our marketplace. But first, I would like to touch on a couple of recent developments. As you saw in our press release yesterday and over the past two weeks, we have made a number of significant announcements. First, a couple weeks ago, we announced that we successfully entered into a credit facility with a syndicate of five banks that will provide a revolving line of credit for up to $150 million. This is a significant milestone for MarketWise, as it is the first committed credit facility in our history. Now, we did not draw any funding at closing and do not have any immediate plans to borrow, but this facility will provide important backup liquidity for the company, as well as capacity for acquisition financings. One thing I'd like to note, while the headline number of $150 million provides meaningful capacity to the company, it is still small relative to our adjusted cash flows from operations, representing less than one turn of leverage. And while we may use this debt facility as part of our acquisition strategy, one thing you should not expect is for us to become a highly levered company. Additionally, given the amount of cash we generate, we would expect to be able to pay down any borrowings relatively quickly over time. We're very pleased with the participation of all our new lenders, and I want to thank each of them publicly now for their support. It's an important step forward for the company that we achieved this quarter. Additionally, we announced yesterday that our board of directors authorized the repurchase of up to $35 million in shares of Class A common stock. The purchases under this program will be made from time to time and at the discretion of the management of the company. The timing of the repurchases will depend on market conditions and other requirements. We anticipate that the share repurchase program will extend over a two-year period or earlier if $35 million in aggregate of shares have been repurchased. This program does not obligate us to repurchase any certain dollar amount or certain number of shares, and the program may be extended, modified, suspended, or discontinued at any time. Philosophically, we believe repurchasing shares when it is highly accretive to do so is a proper deployment of capital and provides support for our investors when we view the stock as significantly undervalued. We believe our share price recently by most any measure is undervalued and we intend to repurchase shares when the returns realized from those repurchases are highly accretive to our investors. We are reaffirming the strength of the business and with the adoption of this plan, the tremendous value we believe exists at these prices. Our business is CapEx Lite, and we have sufficient excess cash on our balance sheet today, which could be put to work for a buyback without impacting our company's ability to grow. Turning to third quarter 2021 results, our business continued to perform well as our subscribers continued to engage with and explore our research products and software solutions. During the third quarter, our revenues grew 43%. and our total subscribers, free and paid, grew 54%. Our year-to-date billings totaled $578 million and have already exceeded last year's total billings of $549 million. Our year-to-date adjusted cash flow from operations grew to $192 million as compared to $134 million for all of 2020. So we continue to have a very good year with our third quarter results. We are very happy with the performance of the company, and now that the GoPublic transaction is complete, we are focused on executing on our strategy going forward. As I had mentioned in the past, I would encourage our shareholders to keep the long view in mind. We have been in business for over 20 years, always been profitable, and always treated our equity holders well. And during that long history, there have been periods, like this one, where year-over-year growth has been up significantly. And we can't promise our investors that our results will always go up. What we can do is promise to do our best to run the business with the best interests of our shareholders in mind. Our leadership team has a tremendous amount of skin in the game, owning nearly 29% of the new company post-closing. So our economic interests are very aligned with yours. More on the long-term nature of our business in a minute. But first, I want to briefly touch on some quarterly trends that we highlighted in our second quarter calls. Throughout this quarter, we saw a continuation of market dynamics from late spring and summer related to the travel and leisure boom that we have discussed previously. As COVID statistics improved, people began to reengage in activities outside of the home, and we saw a movement of eyes off screens as travel and leisure activities increased and online engagement leveled off. As you may recall, on our second quarter earnings call, we described this pattern of behavior and shared that what we had seen at the end of the second quarter was continuing through the summer and possibly into September. It was our thought that as the summer ended and as the school year began in the fall, people would begin reengaging in a more normalized fashion. And while this took a bit longer than we would have liked, we had begun to see some early signs of this normalization throughout the month of October. Specifically, we had 11.4 million total landing page visits in October. which was a 17 and a half percent increase over the June to September four month average. We've also seen early signs of an uptick in the rate of new paid subscriber additions in the month of October and a modest decrease in our per unit subscriber acquisition costs. And while it may be too early to extend this trend throughout the balance of the year, what I can say is that we have a very busy schedule plan for the fourth quarter and I expect us to finish the year strong. As I have said throughout the year, our goal is to be the trusted, resource of financial information and a leading financial wellness platform for self-directed investors. To that end, we continue to deliver high-quality research, and our community continues to grow with almost 14 total subscribers now. 14 million, excuse me. We continue to expand the breadth and depth of our products and brands and continue to look for ways to expand our reach, engage our readers, and provide best-in-class actionable research for the self-directed investing community. our business has been profitable for 20 years we have never had an unprofitable year and i can tell you with certainty that our business does not always move in a straight line there are times when subscriber growth is rapid and other times when it pauses over the long term we've been very successful maintaining a balance between growth and profitability but always with an eye towards profitability we make decisions with the long term in mind which we know could adversely impact our short-term metrics But the beauty of our business is our ability to capture trends real time and pivot to maintain that balance. Specifically, as we saw digital ad costs begin to escalate this year on a per subscriber basis, we were able to reduce the spend very quickly. The key value driver of our business is the relationship between our subscribers and our analysts and editors. And as our metrics show, the value of our subscribers increases over time as they move through the life cycle of a paid subscriber to high value to ultimately ultra high value customers over time. Again, I can't stress this enough. This is a relationship business, and we believe and have proven over time that the quality of our research and content is highly valuable to our customer base. I'll now turn it over to Dale to discuss more of the specific financial results.
spk05: Thanks, Mark. This has been an extremely busy quarter for Marketwise. We've achieved some real milestone events, as Mark mentioned. Before I get into a discussion of our third quarter results, I first want to recap two of those items that Mark mentioned in his comments. First, on October 29th, we closed an $150 million revolving credit facility with a syndicate of five banks, with HSBC Bank and Bank of Montreal Capital Markets as the joint lead arrangers and joint book runners. The rest of the syndicate included Silicon Valley Bank, Wells Fargo Bank, and TNC Bank. We're thrilled to be working with these five bank partners, and again, as Mark mentioned, I want to thank them for joining our team. This facility provides for an additional $65 million accordion feature. It has a three-year term, and borrowings that spread to LIBOR will range at 150 to 225 basis points. There's also an unused commitment fee of 25 to 35 basis points. We did not make any borrowings on the facility at closing, but it does provide us important financial flexibility, serving as a backup source of liquidity and additionally providing capacity to execute on our M&A transactions. As Mark mentioned and just emphasized, we plan to pursue a conservative approach to leverage. Second, as we announced yesterday, our Board of Directors has approved a share repurchase program of up to $35 million of our Class A common stock over a two-year period. As a new public company, we've seen a lot of volatility in our shares since our public listing, and frankly, we believe the true value of the stock seems disconnected from these current valuation metrics. Mark did a very good job summarizing that we intend to repurchase shares when the repurchase price is highly accretive to our remaining shareholders. Our cash generation and low CapEx requirements make this repurchase program an opportunity to put some of that excess cash to work. Okay, so turning now to our financial results. Third quarter 2021 revenue was $140.7 million compared to $98.1 million in third quarter 2020, which reflects a 43.1% increase. We continue to see the results of the investments that we made over the past several years across our business. Billings decreased by 11.8 million or 8% to 138.1 million this quarter compared to 149.9 million in third quarter 2020. We believe this decrease is due in large part to reduced engagement of our subscribers or potential subscribers who continued to prioritize travel and leisure and lose spending time on their devices as COVID restrictions were eased in late spring and continued through September. We believe this travel and leisure boom and related decrease in investor engagement began in earnest in mid-second quarter 2021 and continued throughout the third quarter. Approximately 38% of our billing this quarter came from lifetime sales, 61% from term sales, and 1% from other billings. As we've mentioned before, billings can vary quarter to quarter due to the nature of us collecting all invoices up front, as well as campaign mix and efficacy. So moving on down the income statement, cost of revenue was $62 million this quarter compared to $26.7 million for the year-ago quarter. Included in the cost of revenue was $46.3 million of stock-based compensation compared to $13.7 million in the year-ago quarter. If you were to exclude stock-based compensation from cost of sales, sales margins as a percent of revenue would have been 89% this quarter as compared to 87% in the year-ago quarter, and generally in line with our historic averages. One thing I'd like to emphasize is that from the time of the combination with Ascendant and going forward, the stock-based compensation attributable to our original Class B units will cease. These units were treated as derivative liabilities rather than equity prior to our merger with Ascendant. As such, they had to be remeasured each quarter and the change in fair value was included in stock-based compensation. Also, any distributions of profits paid to Class B holders were treated as stock-based compensation. On a go-forward basis, As those original Class B units converted to straight common units, meaning straight common equity, we expect to incur significantly lower stock-based compensation at a level that would be consistent with a traditional stock-based compensation plan for our employees. Sales and marketing costs were $82.6 million this quarter compared to $56.9 million in last year's quarter, an increase of $25.6 million. Included in these amounts were stock-based compensation of $32.6 million this quarter compared to $0.9 million in the year-ago quarter. As we mentioned previously, as we saw in our per-unit acquisition costs, as we saw our per-unit acquisition costs remain higher throughout the third quarter, we reduced our marketing spend. Excluding stock-based compensation, our sales and marketing costs decreased by $6.1 million this quarter as compared to second quarter 2021. If you recall, included on an assumptions page on various slide decks that we posted to our website, we included an assumption that on the GAAP basis, the average cost to acquire a new subscriber in 2021 would approximate the average of those costs in 2019 and 2020. Despite the higher unit cost we've seen over the past several months, year to date, the average cost to acquire a customer in 2021 is in line with the slightly below the average of 2019 and 2020. General and administrative costs this quarter were $356.3 million as compared to $79.9 million in the year-ago quarter. Included in these amounts were stock-based compensation of $333.6 million this quarter as compared to $58.8 million in the year-ago quarter. Excluding stock-based compensation, our G&A costs increased about $1.6 million year-over-year. That was driven by a $2 million increase in payroll due to increased headcount, a $1.6 million increase in software costs, and a $0.8 million increase in travel-related expenses. These increases were partially offset by a $3 million decrease in professional fees. So we ended the quarter with a net loss of $366.2 million compared to a net loss of $68.3 million in the third quarter last year. The increase in the loss was due to an increase in stock-based compensation of $339.1 million, partially offset by a $42.5 million increase in net revenues. So look, we think cash flow should matter most to investors and therefore our non-GAAP measure has adjusted cash flow from operations. To be clear, this metric adjusts for stock-based compensation associated with our old class B profits distributions historically and only unusual and non-recurring items going forward. This quarter adjusted cash flow from operations was $34.7 million compared to $55 million in third quarter 2020. Our adjusted cash flow from operations margin which is adjusted cash flow from operations as a percent of billings, was 25.2% in third quarter 2021 compared to 36.7% in the third quarter 2020. As Mark mentioned, this brings our year-to-date total adjusted cash flow from operations to $192.1 million as compared to $134.3 million for all of 2020. Now let's turn to some of our key metrics. Our paid subscribers grew from 786,000 in third quarter 2020 to 965,000 this quarter, which represents a 22.8% increase. We saw our free subscribers increase from 8.1 million a year ago to 12.8 million this quarter. ARPU has improved to $772 from $752 last year. Total paid subscribers of 965,000 this quarter did decrease by 30,000 as compared to second quarter 2021. As we discussed last quarter, decline in paid subs this quarter was due to factors which we believe are related to the travel and leisure boom associated with the dramatic reopening of the economy that began in second quarter and continued through the summer. First, the cost of advertising began to increase in the second quarter and continued throughout the third quarter as the travel and hospitality industry significantly increased the usage of digital mediums to market the products. This has tended to increase our per unit acquisition costs. We focus closely on our break-even metrics, and as our per-unit costs increase, we will adjust and reduce our marketing spend to adapt to the changing market conditions. We'll continue to evaluate our unit costs and believe that there should be some normalization here as we get into the fall. Importantly, and in fact, Mark mentioned earlier, we have seen signs of this improvement already with improving customer engagement and increases in landing page visits and increases in direct-to-page conversion rates. This has resulted in an uptick in the rate of new paid subscriber additions in the month of October and through the month of November so far. This has reduced our premium acquisition costs. As Mark highlighted earlier, we do have a very active campaign scheduled for the fourth quarter and expect to finish the year strong. Having said that, the lower engagement that we've been talking about since the second quarter did persist for about five months and therefore reduced the ability to add paid subs significantly during that period. Therefore, we're going to take this opportunity to modestly adjust the forecast largely to reflect this lost period of time for which customer engagement was reduced. We're adjusting our 2021 full-year paid subscriber forecast to 970,000 from 1.08 million. As a result of the change in paid subscriber forecast, we're reducing our full-year 2021 billings forecast to 740 million down from our original 750 million forecast. and taking our adjusted cash flow from operations forecast to $210 million from $212 million. Our RP forecast increases to $753 from $717 as a result of the lowered forecast paid subscriber amount and combined with the other forecast changes I just mentioned. We're also adjusting our gap revenue forecast to $540 million down from $560 million, but this change is mostly to reflect a higher sales mix of billings toward lifetime sales versus term sales than we estimated at the beginning of the year. This mixed shift toward higher lifetime sales is ultimately a good long-term story for us, as lifetime subscribers continue to purchase high-value subscriptions at higher rates through time and stay with us for a long period of time. I'd like to reiterate an important concept in our business operations that's contributed to our financial success over 20 years. We're very disciplined around our marketing spend, and we closely watch our unit costs versus the revenue that we can bring in. If our per-unit costs decrease over time, we will ramp our spend and take advantage of that situation. That's certainly what you saw in the first quarter of this year, throughout the second half of 2019, and all of 2020. Conversely, as unit costs increase for whatever reason, we'll decrease our spend. We'll evaluate and we'll test. This is what we saw during second and third quarter of this year. This is our business model at work. The beauty of this business model is that we can adjust quickly, redirect dollars to other campaigns, and if need be, pull back and pause on new subscriber acquisitions for a period of time until our unit cost decrease or market mutations improve. When we do this, subscriber additions will slow, and that's what you've seen in the past two quarters. On the other hand, when customer acquisition costs decline or our marketing ROI increases, you will see us increase our direct marketing spend and potentially significantly, and we'll add new subscribers. With that, I'd like to turn it back to Mark for some closing comments.
spk02: Yeah, thanks, Dale. So before we take your questions, I want to thank everybody in the MarketWise organization, all of our employees, our partners, and our affiliates who have worked so hard over many years to get us to this point. And one last thought before we move to questions. When I look at what we accomplished this past quarter, what I see is putting into place many of the fundamental pieces that we need for our next leg of growth and execution of our strategic plan going forward. That started with the closing of our GoPublic transaction in July. The closing of the transaction gives us the public company platform to grow going forward. And in my eyes, being public should help us to attract more readers, attract more talent, and provide currency for our M&A strategy. Closing on the transaction also afforded us the opportunity to adopt an incentive compensation plan for employees. We adopted that plan and made meaningful awards to more than 150 of our colleagues. We were not able to have an equity plan of this scope as a partnership previously. We hadn't ever taken in venture capital or private equity money. So this was a key step for us because it accomplished two things. First, it expanded the number of people working at the company who have an equity interest in our business and a vested financial stake in our results. From roughly a dozen or so people, to now over 150 of our most talented and senior folks. Second, it puts those recipients shoulder to shoulder with our public shareholders and directly aligns their economic interests with the economic interests of our investors. Incentivizing our senior leaders to drive results that are good for our investing public is a basic but important step forward for our business, one that I think is crucial to our future performance. And as we indicated, we also closed on the credit facility Adding this facility will give us much more flexibility from an operating capital perspective and is something that we have never had in place in our 20-year history, despite all our growth and profitability. With the public company float, cash on the balance sheet, and a debt facility in place, we are now very well positioned to execute on our organic and our inorganic growth priorities going forward. We have the key pieces in place now that will complement our strategic plans going forward. And finally, we also adopted the buyback plan to expand our ability to make capital allocation decisions that are accretive to our owners. With these important fundamentals now in place, I feel like we have all the tools we need, tools that we did not have in our arsenal previously, to take advantage of the opportunities in front of us. And with that said, I'll turn the call over now to the operator so that we can take some questions.
spk07: Thank you. At this time, we will be conducting a question and answer session. If you would like to ask a question, please press star 1 on your telephone keypad. A confirmation tone will indicate that your line is in the question queue. You may press star 2 if you would like to remove your question from the queue. For participants using speaker equipment, it may be necessary to pick up your handset before pressing the star keys. One moment please while we poll for questions. Our first question comes from the line of Devin Ryan with JMP Securities. You may proceed with your question.
spk04: Great. Good morning, Mark and Dale. How are you?
spk02: Good, Devin. Thank you.
spk04: Thanks, Devin. Good. Great. First question, just want to dig in a little bit on the environment and kind of the travel and leisure boom. Obviously, there's a couple aspects of that that you guys highlighted. There's one, the the impact on advertising and marketing and pushing rates higher. But then two, just people taking vacations and traveling for the first time since the pandemic, which makes sense. And it's good to hear that people are now kind of spending more time online and you're seeing it in the landing page data and some of the other data you shared. I'm curious how the marketing and advertising market is around travel and leisure today. Are you seeing them pull back kind of where that pendulum is? And then also, you know, as we think about maybe not the fourth quarter, but looking into next year, if you do have maybe still a little bit higher rates of advertising and marketing, but people are engaging more, I mean, you're still generating very good returns on investment. I know it's not, you know, where it was in the first half of this year, but would you maybe lean in more just because ultimately, you know, growth is important and you're still, again, getting very good long-term returns on that investment?
spk05: Yeah, look, Devin, the second half of what you just said there is spot on exactly. I mean, we have not seen a significant reduction in the volume of advertising from the travel and leisure crew. I mean, it might have tailed off here a little bit, but nominally, that wasn't the change. What we are seeing instead, and that's sort of the numerator effect, right, in our cost, right? That's just the ad cost. The other component is engagement and conversion rates. And that's what we're alluding to. That's where we're seeing the improvement in October. You know, we did mention that the stats for engagement were noticeably better in October, both in terms of, like, landing page visits. We also said that conversion rates were higher kind of across the board, free to pay, and direct to pay, free to pay. And then within our existing subscribers, we also saw improved conversion rates in October. So, We're starting to see that, and that has continued basically through the November month today. So to your point, first quarter of 2021 was sort of one of those anomalous quarters where everything was incredible. Costs were low, conversions were high, engagement was full-throated. We can be very successful and produce very good returns, even with these higher elevated display ad costs. as long as we can get back to some normal level of customer engagement, right? We're pretty good connecting directly with customers. And we think our marketing copy is good. We think our content is very good. And with those two parts, those two ingredients, the only third ingredient we really need is some eyes back on screens, people paying attention to these sorts of things. And we are starting to see that, and that's very encouraging.
spk04: Great. Thanks, Neil. Very, very helpful. And then I guess a Follow up here on the buyback. Great, I think, to see that and just shows how you guys are thinking about the stock and also just evolving the capital deployment strategy. As we think about the $35 million, how does that factor into the bigger picture view at the firm around excess capital? I appreciate you're generating a lot of excess capital in the business model, but I guess maybe the question is more how you guys are thinking about your excess capital position And then just now that you're public and I know having dialogues around new opportunities, how incremental investments evolving or the pipeline of even inorganic, any more color you can share around kind of just developments that have happened kind of post being a public company would be helpful.
spk05: Sure. So look, I mean, so we've gone through some changes recently. Historically, you know, we have generally aspired to keep at least a hundred million dollars of cash on the balance sheet. And frankly, we've always been like, I think pretty much well in excess of that. We've been 240 million of cash on the balance sheet, but generally I would say that our target has been a hundred million. Um, and that's mostly just for a rainy day for M and a, but basically it's a primarily it's a contingency and it's a backup. As Mark mentioned, we've been profitable every year of our, of our existence. But generally speaking, I would still target cash of around $100 million. We have a backup line of credit now, which helps tremendously. So if you look at that liquidity, you've got essentially, you know, we've got $130-plus million of cash and $150 million of incremental capacity. We've got $280 million of total capacity. And if you look at our earnings rate through the course of the year, we've been earning something between $12 million to $17 million a month. So we're going to build cash pretty quickly, given that we're retaining earnings and not paying them out in the form of dividends. So we will see a cash build on the balance sheet. We do have very active interest in M&A, and that was one of the primary motivations for going public. So you should think of the most likely use of funds for the cash on the balance sheet will ultimately be we're building a chest to be active in the M&A markets. We intend to retain earnings for now, right, and build that war chest for acquisitions. So I think, you know, right around 100, I would still target as the minimum, but frankly, you're going to see the cash kind of, from where it is now, it should just continue to grow through time.
spk06: Yep, great.
spk04: And just on that point on acquisitions, just to kind of follow the logic here, I know you can't be probably explicit, but just how the dialogues are going and the pipeline developing just as you, again, are building cash and have, I think, a little bit more visibility here as a public company.
spk05: Mark, you want to chime in?
spk02: Yeah, I'll jump in. Appreciate the question, Devin. I can't, of course, comment on specific targets or ongoing discussions that we're having. What I will reiterate is something I've said before, which is the number of inbound inquiries that we've had have increased dramatically, and the size and scale of those inquiries has gone up as we had not only planned for but hoped. And so I think we're very, very well positioned now, as I mentioned a minute ago, with more tools in our toolkit from a capital perspective, public company float, a debt facility, growing cash on the balance sheet, an ability to buy back shares when we think it's highly accretive to do so. To me, those are the capital allocation tools that good management teams need. in order to treat the shareholders well and manage the business going forward and still allow themselves currency for M&A activity. And so now I feel like we've got all the things we need to embark upon that bigger, broader M&A strategy that I've alluded to throughout the year. And so that's why I think when I look back on the third quarter, I think it was tremendously productive from our standpoint because now we're, I think, prepped and ready to go. to execute on our strategy going forward. So I can't comment on specific targets, but I'm very excited about what we have going on in our M&A activity. And I've got the team and the tools now to execute on that strategy going forward. And that was a key milestone for us to get to after the closing. And we've done that in the first quarter that we've been public.
spk05: And Mark, to the visibility, right? I mean, the extent that we have the public presence now We're getting more inbound phone calls about other firms that either are interested in potentially selling themselves or part of themselves to us or partnering with us in some form or fashion, too. So I think it's just you've always said that in the past, too, but it's a very good point to emphasize that visibility is helping a lot, too, in that channel. Correct.
spk06: Great. Well, that's all I was looking for. Thank you, guys, and we'll talk soon. Thanks, Devin.
spk07: Our next question comes from the line of Alex Cram with UBS. You may proceed with your question.
spk03: Yeah. Hey. Hello, everyone. Starting with the commentary about October or maybe even November that you've given a lot of good color there, I think I heard you say that subscribers increased. I don't know if that was on a growth basis. So maybe to put you on the spot, on a net basis, have you been adding subscribers so far this quarter?
spk05: So what we said was the growth we alluded to, we gave you two comparisons. One was year-over-year. The group rounded off about 22% year-over-year in paid subs. On a sequential basis, we declined a net 30,000. It went from 994 to roughly 964 and changed, rounds up to 965. So we declined about 30,000 sequentially. And the driver of that was really related to much more of a reduction in gross ads. And that's what we've been alluding to since second quarter and now in third quarter. It began in mid-May of last year, took hold in sort of in force in June, and remained pretty much in force for July and August. September was marginally better. October is noticeably better. But it really was – that net reduction in paid subs was essentially almost entirely due to the slowdown in gross new subscriber ads.
spk03: Right. So, again – So in October, you have added paid subscribers on a net basis versus the end of the third quarter?
spk05: Well, we haven't disclosed that specific number. What we're telling you is we've had a significant uptick in gross ads in October. Okay.
spk03: So unless churn has changed, you should have added on a net basis, if I hear you correctly. Correct.
spk05: Yes. That's a logical – that's a good – it's a logical assumption.
spk03: Okay. Good. And then maybe another quick one, going back to the third quarter, I mean, obviously, as you just said again, the paid subscriber number declined. The good thing, I would say, is that if you look at your, I guess, high-value and ultra-high-value clients, that those still went up quarter over quarter. So good to see that. I will say that the growth rate slowed significantly. So you did add, but it's low. So just curious with all the talk about being more focused on upselling, et cetera, I would have liked to see a little bit of an increase there, but is that just a function of the same environment, even hitting the upsells?
spk05: Yeah, look at all this. The engagement dynamic is, is, is the key here, right? When the engagement was less, we saw that kind of effect across the board. I mean, the engagement impact, the pre-to-pay conversions, direct-to-pay conversions, high-value conversions, ultra-high-value conversions. People simply were away from their devices. And so, with that, that kind of, that bent all of our conversion curves down the second quarter. What we're trying to tell you now is that a month and a couple of weeks doesn't a quarter make, but having said that, the month and a couple of weeks that we've seen in October and the first part of November here, we have seen a reversal that, an improvement in all those metrics.
spk03: Great. And then just lastly, and I made this maybe too far forward looking, but clearly I think last quarter you took away the fiscal year 22 forecast or guidance rather. Clearly, you know, you're already telling us subscribers are going to be lower at year end and obviously, you know, things could improve next year. But I guess how are you thinking about more broadly about fiscal year 22, if the subscriber growth is a little bit slower, to what degree do you think you still have an ability to make billings? And then maybe most importantly, since you said do the right thing for shareholders, deliver on the operating cash flow line, all else equal. If you're not seeing a lot of improvement is my point. Thanks.
spk05: So, look, we're going to come out with our 2022 guidance in the fourth quarter cycle. I think we mentioned that previously on another call. And that's still the plan. So, stay tuned for that. We'll have a lot more specifics to say then. Your question, just broadly around the outlook for the future, what we're seeing is some normalization right in the environment here so far in the fourth quarter. Mark and I both look at these trends. We both think that we're going to finish the year strong here. we're going to hit our new, you know, adjusted forecast, which I think we're adjusted down by a percent in terms of billings and something like 10% in terms of subs. Now, that reduction in sub forecast, that kind of flows through to the future. Now, having said that, you're building up a smaller base, but if things begin to normalize as we are seeing them, we would expect things to get back to a more normal rate of conversions, free-to-pay, direct-to-paid, and then ultimately, as your existing subscribers, high-value and ultra-high-value conversion rates. When you look throughout the past two years, right, 2020 was a good year. Second half of 19 was a good year. First quarter of 2021 was an insane quarter. You're not going to have conversion rates like you did in the first quarter of 21. You should never model those, right? I mean, that was an incredible quarter. But what we are seeing are conversion rates that are in line with the averages that we really saw in the second half of 2019 and throughout much 2020. And those were very good years. So as long as we get back to adding net paid subs, right, and we can continue that engagement and then work on the, and convert at those rates that I just alluded to as sort of the averages between second half of 19 and throughout most of 20. And frankly, you know, second quarter of 21 was a pretty good quarter and in line with previous quarters conversion rates. Those conversion rates work very well as long as you have a growing paid sub base. We've seen a pause here for five or six months, two quarters essentially. We're starting to see some normalization of that, and we'll come out with specific numbers and forecasts for you here in a couple of months. But we're very encouraged by what we're seeing. I just would caution investors two things. Mark alluded to this. One, take a long-term view. We are going to steadfastly resist this sort of quarter-to-quarter momentum and constantly emphasize year-over-year comparisons because that's how our business really functions. You know, we did make some decisions in the third quarter. We could have added more subs. We could have done it. It would have cost us a lot more, and we would have reduced our break-evens and maybe not gotten the marketing ROI that we wanted. We could have added probably tens of thousands of additional subscribers in the third quarter if we wanted, but uneconomically, we chose not to. We knew it was going to result in a reduction in ads, and it did result in that and resulted in a modest decline. But that was the right decision to do for our shareholders in terms of maintaining our returns. So you'll continue to see that flex, and we just encourage everybody to take that 12- to 24-month view on the business model. It works very long over that period of time. We're encouraged what we're seeing here in the first part of the fourth quarter, and just give us a couple more months to firm up exactly how we're going to think about our guidance, and then we'll get you guys numbers. But so far, we're encouraged about what we're seeing.
spk06: All right, very good. I'll jump back in the queue. Thank you.
spk07: Our next question comes from the line of Kyle Peterson with Needham & Co. You may proceed with your question.
spk08: Hey, good morning. Thanks, guys, for taking the questions. Just wanted to touch on churn and what you guys saw in the third quarter. I think in the second quarter you guys mentioned kind of it was toward the high end of what you guys historically see Did that continue in the third quarter? Just trying to get an estimate on what you guys are seeing in terms of gross ads and both CAC and 3Q.
spk05: Yeah, I mean, we said that. I mean, we saw 2Q and 3Q are pretty similar in terms of the churn rate we alluded to at the higher end of that range that's in our assumptions page on our slide decks. And we saw the same thing in the third quarter. No substantial change in that metric at all. This is really all related to the gross ad dynamic more than any change in churn dynamic. Okay.
spk08: That's helpful. And then I guess just one quick follow-up. I know the 21 forecast, it's coming down a little bit from kind of where it's at last quarter, but it still is above what you guys originally had when you announced the deal back in March. Maybe if you could just walk us through some of the things that have changed, because it seems like if you compare things from March, things are better, and maybe this kind of travel and leisure boom is just kind of weighing on kind of short term. So how should we think about some of the other progress that's been made across the rest of the business?
spk05: Well, look, and I think Mark can chime in here too, but obviously, you know, we're continuing to push on all the things that we've been talking to you and other investors about, which are strategic priorities for the firm. We want to develop a pan market-wide technology platform to integrate all of our brands where all our brands could ultimately be fulfilled, market the products, build an aggregation of traffic. create some energy with that traffic, and we think better reduce our cost of acquisition ultimately through time by doing that, build some brand awareness, and we think build some more stickiness. We have a lot of technology-oriented products that if we think we have one aggregate platform, those technology products, there's greater uptake. Those technology products we have tend to add a lot of stickiness to our customer base. They just need more exposure. So we're certainly focused on that. Mark's talked a lot about M&A. We're obviously always looking to recruit new analysts, new writers, new editors, new content, new products. That will continue at pace. So I think those business initiatives that Mark's talked about for a long time are all in force. Financially, again, as far as Outlook, we've always said, look, give us until our fourth quarter cycle to firm up what our guidance content will be and then what the specifics will be, and we plan to do that. So stay tuned on that front. We don't necessarily need a dramatic decline in display ad costs. as long as we have decent engagement. And that's what we're seeing right now. The ag costs are kind of the same, maybe down a little bit, but our CPAs are down because engagement is higher and our conversion rates are improved as we started to see some of these engagement metrics improve. With that improvement in engagement metrics, you're getting some better conversion rates, and that helps. So that helps reduce the CPA, even though the display ag costs are still elevated.
spk06: Got it. That's a really helpful color. Thanks, Gus.
spk07: Our next question comes from the line of Jason Helfstein with Oppenheimer. You may proceed with your question.
spk09: Thanks. A few questions. There's been a ton of articles just about, you know, the focus of self-direct investors. I think there was another one this week. I think this week's article talked about younger investors, right, and how they're kind of shooing away from paying people to manage their wealth because they didn't see the value. So one, I guess the question is, how are you thinking about doing a better job attracting younger readers to You know, is this part of the M&A strategy? Is there a kind of investment to recruit authors who tend to focus more on kind of content that is more appealing to younger, you know, such as crypto or, you know, I don't know, NFTs or other things like that? So that's question number one. You know, question number two, look, I mean, you know, it's been well publicized that advertising CPMs have gone up. You know, you have all these kind of headwinds going on in advertising. So, look, it wouldn't have been a surprise that your kind of cost per ad would have gone up, you know, obviously exacerbated. Maybe talk a little more about how you think about kind of playing, you know, the kind of ad inflation cycle to your benefit. So I would imagine that CPMs tend to be lower in the first half than the second half. And, like, is the first half typically a better time to be more aggressive on subscriber acquisition just relative to overall to the extent if you see seasonality kind of in your business? So kind of two questions there and then just, you know, kind of applaud the buyback. I think it's smart. There's clearly a lot of technical factors that are kind of weighing on your stock right now. And I think for a business that generates such significant free cash, you know, it's a good idea. And then one more follow-up after those two questions. Thanks.
spk05: Mark, do you want to take the first one?
spk02: Yeah, I was going to say, let me kick it off. And thanks for your question, Jason. Appreciate that and appreciate the kudos on the buyback program. We agree, obviously, that we just think it's a smart thing to do given the price dynamics we're seeing and our attitude about shareholder returns. As far as focusing on younger investors go, I think we're talking about the same articles There was one, I think, in the Wall Street Journal recently that was talking about a guy that Goldman Sachs has been recruiting where I think he said he puts 90% of his investable assets into cryptos. I don't know if that's the one you're referencing or not. But yeah, it's a good question. And so the answer is yes, right? Certainly M&A and focusing on the younger generation of folks who have investable assets is one of the things we have looked at in our M&A criteria. Also, you mentioned the editorial recruiting. We're also doing things along those lines as well. If you look at the average age of our editors, it's not up in the 60s at all. We tend to, over time, recruit sort of younger folks who are looking towards the future and thinking about investing trends going forward a decade or two, but who also have some experience in the space enough to think about how the future is going to develop. And that's certainly something we do too. The other thing that we do that you didn't mention is, as always, and I think I've mentioned in the past, our marketing groups are always looking for pockets of subscribers in all kinds of different channels, including channels that are more focused upon by younger folks. Having said all that... As I've said before, we do not consider ourselves a boomer company or a millennial company. We focus on attracting investors. And to the extent that investors with real assets and real portfolios tend to be younger as this bull market has run on, great. We want those folks. And those folks tend to, like the guy in your article or in the Wall Street Journal article, tend to focus on more exciting asset classes like cryptos. like cannabis. Sometimes they're more frequent traders. And so our job is to put products that espouse investing strategies that we think will beat their comparable indices and put those products in front of those groups, whether they're young or old, so long as they're an investor willing to spend the time, have the focus, and have the portfolio size to deploy, that's when our business does sink. So, yes, we're focused on that younger generation, but not just them. We're also focused on investors that are older in age. Dale, do you want to take the second part?
spk05: Sure. So, and just to add to that, too, look, we have a pretty rich portfolio of cryptos, and I would assume the customer set on that skews younger than some of our other asset classes, too. So, And a lot of our most successful campaigns this year have been crypto-based campaigns. So we're certainly seeing that interest. And I think through time, you're going to naturally gravitate and see our customer base, we're younger up, become younger, I guess, a better way to say it, become younger. We're seeing it happen. It's still the law of littler numbers. But having said that, like our youngest end of our customer distribution grew 400% last year. So We're seeing that change, and we're always thinking about the channels that we market through and the techniques that we use to market and how we can start to reach through some adjusted channels this younger customer set. We think we have the product set to appeal to young customers. What we're experimenting with is some of the techniques of marketing and the channels through which we market to specifically get more access to younger customers organically. And then Mark mentioned, too, just the M&A strategy is an obvious thing to think of there, too. On the question around seasonality, around, you know, display ad costs and how we manage it, I mean, this is a really key point. What we've seen in Q2, Q3 is this is not normal for summer for us. You might see some reduced engagement, particularly in the month of August, you know, but what happens is July is okay and September is usually pretty good. So August kind of gets lost in the round, and you don't necessarily see a summer slowdown for us. What we're seeing here is very uniquely related to this massive pandemic and then the massive re-engagement in travel and the disengagement of a lot of people's eyes on devices. So I would not take this and say you should be modeling some sort of huge bulge in Q1 necessarily and then a big wane in the summer for like four periods necessarily. It's going to kind of go with the cycle of if there's something affecting the market, and that was what we saw in Q2 and Q3. Now, we watch CPMs very closely. Our marketers are – I can't talk very deeply about this. These guys are real experts at it, but they are watching CPMs very closely. They're seeing what's happening. They'll test and see whether our conversion rates can overcome higher CPMs, right? Higher CPM doesn't just necessarily mean we're not going to pursue it. We are. We're going to pursue. We're going to test. If our conversion rates and engagement can overcome those higher CPMs, guess what? That's great. You maintain our ROI. It's largely more expensive, but as long as we're getting the revenue associated with it, that all works. So I would answer it simply by saying I would not forecast necessarily quarter-by-quarter seasonality, but what we will do and should do as a management team is make sure we do each quarter what we're doing with you the past two quarters is to tell you, like if we see things, exogenous things impacting our market, right? Are there dynamics that are going to cause, you know, our unit costs to go up and we can't maintain our returns, therefore we're going to slow down the spend. Or conversely, we're seeing massive conversion rates or huge engagement or massive reduction in CPMs, right? And we'll tell you that too. So I think it's really up to us to give you sort of the anecdotal feedback about what we're seeing in the industry. And that should help, you know, help guide your sort of quarter to quarter outlook. strategically, Mark and I are focused on year by year. I understand you guys are focused on quarter to quarter. We'll always try and give you that color, but I would not model winter boom, summer wane. It doesn't really work that way. Maybe, Mark, I'll give you a chance to expand on that because you've been here a lot longer than I have.
spk02: I have, but I would concur. I don't see... season to season seasonality or month to month seasonality. I've run those metrics a number of times just out of curiosity, if nothing else, and haven't seen any correlated trend relative to time on the calendar nor season of the year.
spk09: And just a quick comment. I think, look, your churn is attractively low. We'd love if you gave that out quarterly. It kind of worked well for Peloton and some others. But I would just ask that perhaps you guys at least update that once a year, perhaps, when you report your December quarter. Thanks.
spk06: Yeah, I appreciate the feedback. Appreciate that.
spk07: Our next question comes from the line of Jeff Muller with Baird. You may proceed with your question.
spk02: Yeah, thank you. On paid subs engagement, I understand the environmental factors that are outside of your control, but what are you doing differently to drive increased engagement among the paid subs? And then second part of it, I understand that the engagement is going to impact current period net revenue retention, but I guess what I'm wondering is how much of a leading indicator is is it for future paid subs retention and upselling? You said earlier this is a very unique period. Obviously, I get that, but I don't know if there's other historical parallels where you've had a three or a six-month engagement low and if there's anything to draw from that in terms of predicting that. Thank you.
spk05: So on the last part first, Jeff, if you look historically, I only see one sort of really kind of strong parallel, and that was the period of time post-financial crisis. We did see the market crash. It tried to recover. It bounced and stuck in the mud for a period of time. And with that sort of stuck-in-the-mud environment where things weren't moving up, volatility had waned, and investor interest in the market waned, we did see a pause in new subscriber ads for, I think, three or four or so quarters. post-financial crisis. And that's probably the closest parallel that we're seeing to this current dynamic. Now, this is totally different causal factor, right? But the end result is somewhat similar in terms of a pause in new subscriber growth that lasted more than three months. I mean, this was almost two full quarters that we saw, right? So now what we saw after that was, you know, as the market eventually did begin to recover and faith in the market began to return, fund inflows, trading volume increased, and the stock market began its gradual march higher, we saw significant growth that following year. Billings growth, profit growth, margin expansion, everything, subscriber growth. But that's probably the most distinct parallel in our 20-year history to what we're seeing right now. Your question around engagement and how we handle it, I didn't totally follow the question. I think you're asking, what did we do to improve engagement? Two things on that.
spk02: Yeah, like what kind of initiatives do you have in place in this environment to try to control it a little bit more?
spk05: Yeah, well, look, and this was a point that Mark would pound. He's like, look, we don't stop trying. We're always trying and testing. The question is we're cautious, and what we do is we try new ideas. We're trying new ideas. We're trying new marketing copy. We're adjusting product emphasis, redirecting dollars to a given product that is working in a given environment, even if other products aren't working. And frankly, we did see a shift to more crypto in recent months because crypto was really working. But we can't broadly make engagement just better holistically. Maybe we can through time. I think with a pan market-wise technology platform where we have a critical mass of aggregation of traffic, right? I think that better protects us against broader industry downturns in engagement, and that is one of the main reasons Mark and I want to pursue this path. So I think that will help. That's a complicated effort that takes time, and we're working on it, but it doesn't happen overnight. But I think that will help be a strategic offset to that going forward. Right now, the way we adjust is We keep testing all the time. New editors or different editors, different product emphasis, different marketing copy. We'll throw some marketing dollars at it, see if it works. If it does, great. We push harder. If it doesn't, we take it and put it toward a different campaign. We've had a number of campaigns in the last four weeks that were crypto that worked really, really well. So it's really ideas and content. We're a portfolio of investment ideas. And so if the engagement is down, it really comes down to conversion rates and our ideas and the successful communication that that our marketers have with our customers, and that's really what the push is.
spk01: Thank you.
spk07: Our next question comes from the line of Yigal Arunian with Wedbush Securities. You may proceed with your question.
spk06: Guys, thanks for squeezing me in here. We've exhausted most of the ad questions, but maybe just one more. Kind of like big picture, let's just play out the scenario that ad rates don't normalize. They continue to stay elevated for a protracted period, maybe even go higher from where we are. What would that mean for your strategy? How would you approach it? Would you have to raise prices to keep that threshold? Would you lower the threshold? Just want to think that scenario through. And then, um, we'd love to hear an update on, um, terminal, um, you know, chicken analytics, uh, some of the software tools that, um, felt pretty promising. Um, when you guys, um, first went public, just share a little update with what's going on there. Thanks.
spk05: So I'll, I'll handle the financial part first market and you can handle the strategic part there. Um, in terms of how we hire handle sort of higher or elevated, look, To be clear, elevating CAC is not a new thing. The degree of elevation and the suddenness of it in the second quarter was striking. That has not been something that we've seen so fast, so quick, to such a magnitude. Having said that, you know, CPAs and CAC are going up 20% to 25% a year, really from 2015 through 2020. Constant. That was the keg of growth if you look at industry studies. So we can handle elevating CPAs, and we handle that by... a couple of methods. One is we're always adjusting the pricing of our campaign products in relation to the cost that it costs to bring in that paid sub. We're always looking at LTV to cart value, or cart value to CPAs, rather, right? Meaning the initial price versus the cost per that acquisition. That's a constant metric. It's real-time. It's sort of the holy grail that our marketers will look at. So the price component is an important part of that to a degree, and we can handle that, right? It's also the efficacy of marketing copies When we're looking at our forecast, though, we're always assuming elevating CAC because that's just the industry trend, right? And we've been able to maintain our break evens really from 15 to 20 and into 21 through the first quarter. Our sort of holy grails for targets are to pay off our variable CPA in 90 days and to get to full CAC break even in seven to nine months. Guess what? Even with CAC going up 20 to 25% a year in the period I just mentioned, We maintained all of those breakeven metrics, CPAs within 90 days and full breakeven in seven to nine months. So it's a combination of knowing how to price the product in relation to the cost, and if the conversion rates aren't successful, then you pause and you redirect those marketing dollars to a different campaign that can hit its metrics. So it's an idea of being fleet afoot with your capital, being real-time testing with your LTV, your cart values to CPAs, and those sorts of things. We can manage an escalating CAG. It was just the suddenness of it and the fact that the denominator wasn't working in Q2 and Q3 because the engagement fell very sharply. That really was the differential thing, primarily was the engagement was the primary problem.
spk02: As far as your other question, you asked about the so-called terminal. Yes, that Pan MarketWise platform that we've been excited and working on behind the scenes is really meant to be that all-in-one tool content platform across all of the MarketWise brands and properties. But right now, the current state of it is it's been built out for one of the brands, which has a significant and longstanding subscriber base that has been very loyal with really, really high LTVs and are definitely long-term subscribers. the early feedback from that group has been really encouraging. And so what we're doing behind the scenes is we're working hard to try to build out what I would call the plumbing to plug in the rest of the brands and elevate that property across all of our properties that we own across market-wise. And so, um, as Dale alluded to earlier, that doesn't, that doesn't happen overnight. There's a lot of testing that has to happen in a lot of migration of data and, um, what I would call plug-ins of technology so that all of that content can flow seamlessly. And we're working hard on that. We expect to have something and more to report on that towards the first part of next year as we continue to work on it through the fourth quarter. But we definitely want that platform. I think it will do some of the things that Dale's described, which is give us another platform on which to attract subscribers and show them how good and how high quality our research is, and will also give us an ability to put other content from across all of those brands in front of subscribers to one brand or another. And so we're excited about that. As far as shake-in goes, we could be more pleased with Mark and how his group has plugged into our ecosystem. If you know Mark at all, you know he's very high energy, very smart, and very experienced in the financial markets. I saw him recently, and I swear he acts like a teenager right now. He is so excited with both how things have performed and how our relationship has gone, and I too am equally excited because I think what the Chaykin team has produced in terms of tools and content is fantastically beneficial to our reader base. And I'm excited to put that content in front of more and more of our readers across MarketWise, and we're continuing to do so. And I also think that'll be a vehicle by which we can attract new subscribers from outside of our ecosystem, and we're seeing that recently as well. So that's going very, very well. I'm happy with it, and I think market it too.
spk06: Great. Super helpful. Thank you.
spk07: Our next question comes from the line of Alex Cram with UBS. You may proceed with your question.
spk03: Yeah, hey, hello again. I realize it's over an hour into this call, but just a couple quick follow-ups, and hopefully this is quick. One on the editorial side, not sure if you disclosed this, but can you actually give us a number in terms of how many editors you've hired or any new products you've launched so we can kind of see what you're doing on that end?
spk02: Yeah, I don't have the specific numbers for you, Alex, in terms of plus minus. What I would say is someone you might know, Herb Greenberg, has joined Empire Financial. He's only just recently joined, but that information is out in the public. He's written a very nice editorial piece on why he made a career change and what prompted it and what motivated him and some of the some of the thoughts he had as making through making that decision we're excited to plug him into empire financial and and launch products and content around him using his experience as a long-time investor and as well as his experience as a as a short seller and bit of a analysts through lots of different properties and lots of different investing seasons. So we're excited about that, but it's very early days. I can't, I can't give you any indication on what that product set will look like quite yet. We're talking about those things, but he's an exciting addition to what is already a grow, a quickly growing franchise in empire financial.
spk03: Yeah, I did actually see that, but thanks for the reminder. And then just one quick one, or maybe two quick ones on the, on the capital front and, But for Dale, I guess, can you just remind us what your minimum cash kind of is, like how you feel about the cash balance going forward as you obviously are starting to deploy a little bit more potentially? And then just outside of that, on the buybacks, maybe just a little bit more specific, and maybe you've answered this already, but you obviously have flexibility in terms of what you're going to do, open markets and maybe some private transactions. So I guess the question is, you know, you have a small float, right? And you also have some lockups and you have a stock price that's below, you know, that magic $10. So, you know, just curious, right? Like in terms of like on the private side, not sure how motivated insiders are. So maybe to be very blunt and specific, I mean, are you basically planning to do open market purchases this quarter and any numbers in mind to help us here? Thanks.
spk05: So, yeah, sure. Look, we're not going to deploy a plan and not use it. So, absolutely, we have intentions to, as soon as we can get the documentation done and get our 10B51 plan put in place, our open window occurs two days after. We're going to file our queue. Today's veterans say we can't file today, or we would have. We're filing tomorrow our queue, and then two days after that, our open window begins. And, yes, our plan is to get the – The 10B18, 10B51 plan documented with our underwriter, our broker is going to handle it for this and then get all our parameters set. And there's some, you know, some brief cooling off period, but then right after that should be active, right? We have calibrated the plan, though. We don't want to, we want this plan to, we want it to be well within the 10B18 rules, right? We want the plan to be durable long, to last a long enough period of time so we don't consume it in three months. So we've calibrated some of our instructions around the 10b-5-1 to make sure it's a durable plan. But yes, if the market's below our price threshold, which obviously won't be a public number, we'll be buying. But look, I mean, do some rough math right now. If you take our $210 million adjusted cash flow from ops number and divide it by 316 million shares, that's roughly $0.66 a share. At $7 a share, that's... versus like our book value of 10 bucks, right? That's 66 cents a share. I mean, it's like 45% accretive to buy that share back. So that obviously makes wildly, you know, good sense to do. And so that's what we're looking at. When it's highly accretive to do it, then we will. And we want some margin of safety that we're not going to be here fine-tuning corporate finance, but if the price threshold, we're setting the price threshold such that when we do buy it back, it will be materially accretive with a margin of safety versus our book returns, $10 a share. Think of that as our book value, right? The idea is, yeah, through time, it could reduce the float. We have a small float, but we have pipe investors that are largely SPAC. We have a couple of large SPAC-centric pipe investors that may want to look to continue selling. We want to provide some outlet for that sales volume. Our float will increase as a result of those pipe shares coming in. So it's not obvious to me that necessarily that the share buyback program will necessarily reduce the float one for one as we buy back shares. Cause some of those sales may, may well come from some of our large, you know, you know, more SPAC hedge fund centric, uh, pipe holders. So, but the ultimate goal here guys is to get our stock to a better fundamental value. Right. And, and at that better fundamental value, then presumably there'd be some sort of secondary offering, right? That secondary offering, is the real chance to increase the float. The magic here is to get the float to be large enough where large investors can participate. Right now, you know, the big investors cannot. I mean, anybody like a Fidelity that wants to build a $50 million position, they can't do that, right? So there's not enough volume. It'll take them eight months to build that and eight months to get out. So the real strategic solution is, yes, we might decrease the float marginally over the next whatever, six months, But we've calibrated the program so it's not going to dramatically reduce the float, you know, in two weeks. It should be impactful on the price of the stock, though. But then the ultimate goal is with a better price, that better fundamental value, that enables a secondary offering. And that secondary offering is the real solution. We get a real float, you know, upwards of 100 million shares, whatever the number is. And then we can start to attract real investors, value investors who can invest in scale and size. Right now, we're pretty much limited to micro-cap funds. So that's the ultimate solution here.
spk03: And then on the – thanks for that, by the way. And then on the minimum cash balance – sorry if I missed that.
spk05: Do you have something in mind? We've usually targeted $100 million, and that was prior to having a debt facility. So we might rethink that balance a little bit now that we have a backup source of liquidity that's a pretty decent size. But historically, it's been in and around $100 million. But if you saw some good M&A acquisition opportunities, it could run below that right now. We're earning, you know, $12 to $17 million a month has been the run rate. So we can, you know, we can replenish that cash pretty quickly. And since we're not distributing dividends or profits, that cash balance should build pretty quickly. So we're not really worried about a minimum cash balance right now. And if we did a large, large acquisition, you'd probably see some debt that would go into that, right, in a couple of turns of debt. But the cash bill is really a war chest for our M&A strategy. The $35 million that we're using for share buybacks, you know, that's a quarter's worth of cash flow this quarter, right? So it's not really strategically impactful. It really is cash that can be replenished pretty quickly.
spk03: Yep, excellent. Thank you very much again. Thanks, Alex.
spk07: At this time, we have reached the end of the question and answer session. I'll turn the call back over to Mark Arnold for any closing remarks.
spk02: Yeah, thanks. I just want to thank everybody for their time once again. I think I've said what I wanted to, which is as I look at our quarter performance, we've continued what is going to be a fantastic year, and we now have all the pieces in place that I feel like are necessary and needed to fuel our ability to execute on our strategic plan going forward from both an organic standpoint as well as inorganic. We're very excited about that and excited for the fourth quarter. And with that, I thank you all for your time and look forward to continuing the discussion going forward.
spk07: This concludes today's conference. You may disconnect your lines at this time. Thank you for your participation and have a great day.
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