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spk01: Good morning and welcome to 180-degree Capital Corps' second quarter 2024 financial results update call. This is Daniel Wolf, president and portfolio manager of 180-degree Capital. Kevin Rendino, our chief executive officer, portfolio manager and I would like to welcome you to our call this morning. All participants are currently in a listen-only mode. Following our prepared remarks, we will open the line to questions. If you would like to ask a question, please type star six on your phone or click ask a question icon if you are participating via computer. I would like to remind participants that this call is being recorded and that we will be referring to a slide deck that we have posted on our investor relations website at -capital.com under financial results. Please turn to our presentation. This presentation may contain statements of a forward-looking nature related to future events. The statements contained in this presentation that are forward-looking events are intended to be made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to the inherent uncertainties in predicting future results and conditions. These statements reflect a 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. Acceptance otherwise required by federal securities laws, -degree-capital corp undertakes no obligation to update or revise these forward-looking statements to reflect new events or uncertainties. It now gives me special pleasure to turn over the call to Kevin.
spk03: Thanks, Daniel, and good morning, everyone. First off, I want to thank everyone for your generous thoughts and well-wishes following my
spk00: unfortunate
spk03: accident a few weeks ago. And of course, Daniel and our board for navigating turned through that announcement. The bottom line is I'm better. I've been back working the last couple of weeks, and I'm very excited about that. While I'm not excited to have lived through this very difficult market for the asset class that we invest in, and despite this horrendous market for small caps versus the invidias of the world, working on behalf of our shareholders is truly my happy place, and I look forward to talking or seeing you all. In terms of the slides and in terms of the quarter itself, our stock price unfortunately declined 11.7 percent. Our NAV declined 12.8 percent. Our stock price as a percentage of our NAV was 83 to 84 percent, although, as you can see from our absurd current price of $3.37, it trades at a 25 percent discount of our June 30 end NAV, the widest margin it's traded at since we started this seven years ago. Our cash and public-related securities declined from 51.7 million to 45.5 million. Our public portfolio net value decreased by approximately 5.6 percent, 5.6 million from the prior quarter. Our largest decreases in value were potbelly, D-Wave quantum, quantum computer, and comscore. Our largest increases in value were synchronous, Greikhoff, and MAMA creations. We had new positions in Aviat and Hudson, and we exited positions in MAMA creations and Ryan. Our private portfolio declined slightly from the prior quarter, although it's essentially gone and the entire future of our company resides in our ability to generate returns in our public portfolio. Everyone knows how brutal this period has been for small caps. They underperform when economic data has been weak, when everyone is convinced the recession is on the horizon and why would I want to own small caps in that environment, and then at the same time they underperform when economic data is strong, convincing everyone that inflation will never recede and the Fed won't cut rates anytime soon. It's been a maddening period since really November of 2021. Since November of 2021, the S&P is up 22 percent, while the microcap index is literally down 25 percent over that same period, the widest margin you can see in history. But you will all know that, and we have talked about it almost every quarter for the last three years, so instead of continuing to talk about that, I'd like to talk to you about some of our positions and the constructive activism we have instituted for a number of our holdings. To say the obvious, it's become one of the most absurd stock markets that I've seen in the last 36 years having been in the asset management business, and I only need to look at Potbelly this year as a testament to that. After a wonderful turnaround off the COVID lows, led by the new senior executive management team, Bob Wright and Steve Tsouroulis, the stock went from $1.50 near the COVID lows to almost $14 a share against the backdrop of strong comps, robust EBITDA, and a new franchising strategy, which hopefully will get the company to have 2,000 stores over the next seven to 10 years. This year, despite essentially beating comps, EBITDA, cost savings, and new franchise agreements, and most continued good news, the stock has been cut in half, as you can see on the chart in the slide deck. It's declined to seven from 14 to a price that has allowed the company to trade at 6.5 times enterprise value to EBITDA, when many of the competitors trade at 17 times or so. You would look at the stock price and assume the company is missing, losing share, and not being able to grow their franchising strategy. Hardly been the case. It's just an example of a small cap company performing like almost any other small cap stocks that doesn't have an AI business that goes down despite what has been very, very good news in 2023. We still own it. It's one of our biggest holdings. We're constructive on their ability to generate significant shareholder return over the upcoming years and eventually sell themselves to either a private equity firm or a strategic at some point in the next couple of years. But again, it's gone from 14 to seven for no reason. Lastly, as part of what we think are differentiated parts of our process is our constructive activism strategy. We have ramped that up significantly on many of our holdings recently. You can see that also in our slide deck after the pop belly slide. Let me talk about two of them. Synchronous, we have actively worked with management to improve their investor relations and their balance sheet as well as assisting with ongoing strategic alternatives evaluation. The company has returned to top line revenue growth and generation of material free cash flow. The improvement of their balance sheet through the opportunistic refinancing, the leveraging this past quarter has helped the stock price as well and for sure will get the receipt of a $28 million tax refund. We were asked to buy this board, to join this board in November of last year. We've been very busy since we've been on the board helping the management team run their business and also work on fixing their balance sheet and their investor relations. The stock has gone from essentially five to 12 since we joined. This is a great example for us of our collegial collaborative activism that we do. We didn't demand to go on the board. Instead, we were asked to go on the board by the company as they saw that we had some skill sets that they could better use. It's been a great partnership since we joined the board in November and you can see that from the stock price. The second one I wanted to talk to before I turn over to Daniel is CommScore which has been the complete opposite of Synchronous. We've written a number of public letters which you've seen. We continue to pressure the preferred stockholders to demonstrate alignment with all stakeholders. It's an awful board with a bunch of masters of the universe people that have no idea how to make a decision for the benefit of shareholders, whether it's charter, service, or liberty. They've all failed. The independent directors like Bill Levick who have been a part of this business for years and years and years with no strategic benefit have no business being on the board anymore. We did nominate Matt McLaughlin as a board member and the company did agree to put him on the board. We will continue to pressure the board to do the right thing, to align themselves with shareholders, and to fix the share price. They did recently announce that the pick of the annual dividends which started last year would actually have reduced interest rate from .5% to 7.5%. It did remove one liquidity overhang. Instead of taking cash, they got it in preferred dividends and more stock which is better than the company spending out cash when they need the cash to grow the business. We'll continue our what I would consider to be slightly hostile activism that this company needs. We will stand for all common shareholders by calling this board out, whether that's privately or publicly, and you can continue to see us leading that pressure on the company as we go forward and we'll come up with hopefully a reason why this company will do the right thing for common shareholders with that pressure. Let me turn it over to Daniel who wants to talk about some of our other holdings and our activism.
spk01: Thanks, Kevin. I'm going to continue running through a few more names on slides 4 through 6 before handing it back to Kevin to cover the discount management program update. We talked about Intivac a lot in the past. As a refresher, Intivac, or the symbol is IVAC, develops tools that are critical for the manufacturing of hard disk drives and it has a new tool that is bringing the market called the Trio that aims to more uniformly coat glass and plastic surfaces used in everyday electronic devices as well as other applications. IVAC reported a stronger than expected quarter for Q2 2024 from its hard disk drive business given a cyclical upswing of that industry led by adoption of its new Hammer platform that enables the manufacturing of a new class of high density disk drives. IVAC also has approximately 72% of its market capitalization in cash which it plans to through at least 2024 while it pushes adoption of its new Trio platform. This platform is in testing with a large glass coating company in Asia that works with the largest consumer electronic companies. So for IVAC, the market is currently valuing its $45 to $50 million annual recurring hard disk drive business at approximately .6x revenue and its Trio business at zero. Or you can swap within those numbers and apply any value to Trio but it will reduce the value of the hard disk drive business. Given its clean balance sheet, the protection of its cash on hand, and the sticky hard disk drive business that is in a cyclical upswing, we like our downside protection and we believe there is material upside if Trio starts to gain traction in the market. Aviat Networks or AVNW is a new position that we established in the quarter. AVNW designs and installs microwave routers, switches, antenna systems, and network management tools as well as offers network optimization, lifecycle support, and managed network services. Its solutions are most often found enabling private networks and deployment of internet connectivity to areas where it is cost prohibitive to lay off optical fiber, fiber optic cables. We've gotten to know its CEO over a number of quarters and have been impressed by his overall execution turning around a historically broken company. In Q124, Aviat recorded a weaker than expected quarter to under-foreseen issues with one large customer that was part of its acquisition of PasoLink that closed in Q423. This was the first time in a long time that the CEO and his team missed guidance which resulted in a material decline in the stock to prices that were very attractive to us. Particularly given the fact that the balance sheet has net cash, the company generates cash and it continues to grow on all operating metrics. We also believe Aviat has a better handle on its acquisition and is set up to resume its trend of exceeding expectations. Turning to Lantronics, this is our latest example of where we believe constructive activism can lead to material appreciation and value. We've been investors in Lantronics for a long time and we've traded around our position throughout this time. Recently we've got to know Lantronics' new CEO, Salil Adhwari, through multiple conversations discussing both his and our expectations for the business. Lantronics is a really good company with a solid foundation that experienced significant growth in fiscal 24 that ended June 30th, 2024 and is now set up to build on that foundation into the future. As we spend more time with Salil, we believe that he could benefit from additional skill sets on his board of directors, particularly around how to build an IoT business as a microcapitalization public company. Our former portfolio company, Adesta Technologies, went through a similar growing pains until its successful acquisition by Dialog Semiconductor. We thought that former members of that business could be helpful to Salil. We made introductions of Adesta's former CEO, Narbe Derakobian, and former board member Kevin Palatnik to Salil and Lantronics and then entered into a cooperation agreement whereby Lantronics agreed to nominate Narbe and Kevin to Lantronics' board of directors at its next annual meeting, which will take place likely in November of 2024. This is a great example of how we work with management teams and boards collaboratively most of the time rather than combatively to achieve outcomes that we believe will be in the interest of all stakeholders of the company, including 180-degree capital. Lastly, I would like to talk a little bit about Commercial Vehicle Group or CVGI. CVGI makes components primarily for commercial vehicles, including wire harnesses, seats, plastics, and aftermarket parts. CVGI is another example of a company that we have traded around our position as it went through a successful turnaround led by its former CEO where costs were rationalized, contracts renegotiated, and the overall approach to running a company was changed to be more proactive rather than reactive. After a comprehensive search, James Ray, a member of CVGI's board, was appointed CEO of the company. James brings a strong operational background and deep knowledge of the company through this leadership position. Shortly after his appointment, the cyclical industries in which CVGI serves began to experience weakness, particularly among its customers in agriculture and instruction. While we initially believed this weakness was captured and was near bottom as of the end of Q1-24, it continued to decline in Q2-24, leading to further reduction in guidance and exposure to inefficiencies in CVGI's business that resulted in some unforeseen restructuring costs. The Q2-24 report resulted in a substantial decline in the stock to levels that we believe are both unwarranted given the manageable debt to EBITDA ratio approximately two times, even with the reduced EBITDA guide. The company continues to generate cash and pay down debt along with using funds from pending non-core asset sales to further reduce debt. CVGI's business is based on long-term contracts and is therefore relatively sticky even though there can be some delays due to overall end market cyclicality. We believe the improvements in its business being implemented by James and his management team will set CVGI up to generate even higher than historical EBITDA margins in the future as its end markets recover, particularly agriculture and construction in the future years. We hope these summaries provide a window into how we think about our investments and the catalysts that we believe that can drive material value appreciation in the future should they occur. These slides provide our thoughts on all of our portfolio holdings at the end of Q2-24 and we'd be happy to dive in to any of them with you at any time. Lastly, I would like to note we include additional detail on our trading during the quarter as well operational metrics in appendix at the end of our slide deck on our website. We're not going to go through those slides right now. We would have to discuss them any time. I'll now turn the call back over to Kevin.
spk03: Thanks, Daniel. Finally, a quick update on our discount management program that we announced early in the year, late last year. The discount management program is comprised of two measurement periods. January 1, 2024 to December 31, 2024 and then January 1, 2025 to June 30, 2025. If the average discount of our equity during each management period is greater than 12%, 180-degree capitals board directors will consider all available options including but not limited to a significant expansion of our current stock buyback program up to $5 million. Cash distribution is reflecting a return of capital to shareholders or a tender offer. You can see in the chart that we have here through July 21, 2024, the average daily discount is approximately 19% and as I said earlier, given where our share price is this morning, it's closer to 25% which is ludicrous if you ask me. Quite frankly, while this will be a board decision, I am because of the share price itself, the potential upside of our portfolio at some point and the discount wondering why I'm waiting to the end of the year to ask the board to do something rather than ask the board today. So, I would, it's not a promise but I stand by on that as we are very sensitive to where our share price is trading and the opportunity to do this may be better now than it will be at the end of the year but time will tell on that and stay tuned for that as I said. With that, Daniel, I think that's done with our formal comments. We'd be happy to take any questions by anybody right now.
spk01: Thanks, John. If you have a question, please type star six on your phone or click the ask a question icon if you are participating via your computer. We'll hold for a second while the queue populates.
spk02: Yes, go ahead. I apologize. Good day, Kevin and Daniel. I hope you're okay. I had a minor technical difficulty there. I hope you can hear me okay. Good morning, we can. Great, Kevin. Great to hear you so chipper. It's a really, really good thing. I want to talk about three of your holdings and draw you out a little bit from them. On Consequent, obviously, you've been in there for quite a while. I call it quite energetically active with the board for a while. From here, what does the value capture and exit trajectory options look like for 100 and 80-degree? I'd like to ask in the back.
spk03: Are you cutting on a little bit? I think you asked on ComScore. Look, it's been a horrendous ownership by us. We believed at the end of the day that those three preferred holders would be better for the business than the prior situation that ComScore had because they're in the business and they wanted to own the business. What I've seen, unfortunately, is inactivity and self-serving behavior rather than working for the benefit of not just themselves but common shareholders. Look, they've done a number of things that we wanted them to do. They haven't done the preferred dividend or the special dividend that was available to them. They took their last dividend in stock instead of cash, which was good. They hired John, who up until the last quarter had done a really good job. I'd say he did not do a good job last quarter at all in terms of the guidance and the rest. They cut their comp. The board cut their comp. They've done some things, but they haven't done the most important thing. For us, the business trade at one time's revenue, which is $370 million, and with $220 million or so of preferred, getting the first money in some sort of sale, that leaves $150 million or so for common shareholders. I think there's five million shares out. You can do the math on that. It's infinitely higher than last sales. This price is so ludicrous to me, but they deserve it because they've been obstinate in their ability to actually just make decisions that common shareholders want. We're just going to continue doing what we've done. You could expect us doing that either privately or publicly. What do I care if I embarrass a bunch of board members that have really heard common shareholders? It's just very infuriating, to say the least. The value is there. They have an excellent product. They have a good position within the industry. The data they provide for companies is useful, and many of them need it. With a market cap right now of $335 million or something like that, it's just an absolutely absurd valuation, considering that it should trade at one time's revenue and 10 times EBITDA. That's our story here. It's a triple from here, Adam.
spk02: No, understood. Let's switch gears to two better managed and governed companies, Intivac and Hudson. Intivac, Nigel's done a nice job operationally, I think we'd both agree, during his tenure. He's done a very good job on the customer-facing side. They got real market with Corning. They have some good initial traction there. They haven't been consistently active in telling their story. With the end markets for HDD, from all the research we do, actually seeing more than a cyclical upswing here, but maybe a secular upswing due to AI adoption, how energetic are you with them in trying to ... They have a full-time IR. How are they going to get out there and tell their story?
spk01: That's a great question. Thanks for asking. We do spend a lot of time with Nigel. I think the issue for Intivac around the hard disk drive, and I agree with you that there is a potential for a secular upswing given the need for various storage mediums, especially if you're storing something and flash is expensive. You need to have complementary storage alongside flash. Not just using flash. You need it to be more adaptable and more accessible than tape. At the end of the day, hard disk drives definitely is a really good option to include in any solution. The problem for hard disk drive for Intivac is it's really ... Unless they start selling a lot of tools, which I think that's upside. I think there is the potential for that. It's not like the industry is going through a massive capacity expansion, but they do need to upgrade their tools. We're looking at about a 45 to 50, and maybe it could be a little bit higher business every year, $50 million business every year. It's almost like an annuity, but you're not going to see a ton of growth there, most likely. It's possible, but I don't think anyone is looking at Intivac along those sides. It really comes down to the Trio tool. That's why we like the downside protection. For the upside, the Trio tool is a completely, potentially a completely game-changing platform for the deposition of a variety of new coatings especially consumer electronics, but other materials as well with much higher uniformity. At cost savings for the manufacturers, that really drum coders don't provide, which is the only other alternative option to deposit these types of coatings. That is the upside. If Trio takes off, then they're addressing a market that could have a TAM in the $500 million to even more. It just depends on how diverse of tools they end up getting their systems into. As we look at it, we do believe that they are close, hopefully, to being adopted, have an adoption of their tool for manufacturing for a consumer electronic device as a first entry point into the market. Then I think it can grow from there, but they need to show that. They need to prove that. That's what everybody's waiting for because corning, it has been a little bit of the goalpost getting moved. We need that to stop happening. We need them to actually get those tools adopted, which we do think it has the... They're on the right trajectory to do so, but we need to see it happen. Once they have that happen, I think the market will be more receptive to the story.
spk02: I think that's fair. Obviously, we have a very similar investment thesis. When he first came in, Nigel would tell the story quite a bit more. Then they obviously had the operational pushouts from HDD clients, and they went internally focused for a while, which was understandable. Now, those seem to be reversing. Do you think these guys get out and tell their story quite a bit more over the next year than they have over the last year and a half?
spk03: I think you could imagine... We don't have tolerance for companies that report earnings, and you don't hear from them again until they report the next earnings. We did this with synchronous as well. We felt like they needed a new investor relations function, which we felt for a long time. I guess maybe we waited until we were on the board to push the envelope on that, and they actually did recently change their IR. We're not afraid to go to management and suggest that they're being not reflected well by either an IR firm, or they're reflecting best for themselves. You could imagine that we were going to be on them for that, because I just don't have tolerance for that.
spk01: The other thing that I would say, Adam, is up until recently, Nigel was a one-man show from an external perspective. They just hired a new CFO who I think will provide additional bandwidth for being able to get out and make sure the story is getting told. As Kevin said, we will make sure that they also hear from us that they need to make sure to do that.
spk02: Great call. Finally, on Hudson, Brian's built a nice company here over a while. The CFO, I agree, on paper looks like an upgrade. Time will tell in reality. Do you guys have any sense there? Are there any governance issues that you all have covered, or is it really just solid management, market leader, volume stories there, and eventually pricing recovers, and you get a double or more investment thesis? Is there anything more on the governance side you think is an opportunity there?
spk03: Daniel, I'll let you answer that question. The one thing I'd say is you were the one who actually got this name on our brains a while ago, probably at the same price, and then it obviously maybe even lower, went a lot higher last year. We waited for it to pull back to initiate a position, which is what we did last quarter in the sort of the seven range. Daniel, go ahead.
spk01: Yeah, I think we, so I've enjoyed conversations with the company. I think that they are running the business the right way, haven't found anything that causes us concern along those sides. Did get to chat with the new CFO recently, and I think he will bring a lot of new capabilities to the company, both internally and externally. I think he will show well, and so I'm encouraged by that. I think for Hudson, you know, part of their issue is a lot of the stuff is not completely in their control, and it's going to be driven by, you know, pricing dynamics, but the way they run their business, they'll be able to take advantage of those pricing dynamics very quickly. I think the other piece that I like, or that we like about Hudson is if nothing changes, absolutely nothing in terms of pricing, and they did exactly the same business next year. They will actually make more money from a P&L perspective because with, as they burn off higher price inventory, they will start, and so in 25, the inventory that they're going to be using against their sales is going to be significantly lower cost, and so you'll see that flow through the P&L very quickly, and that's again with no change in the market, and there are dynamics as we all know around, you know, the restrictions on virgin, you know, new HSCs being produced, and so, and there are mandates coming on the reclaim side and using reclaim within certain government industry, government and other industries, and so there are a lot of potential tailwinds. We've been legging into the stock slowly to some extent because the timing is the question around there. We do believe it will happen, but, you know, there are a lot of extraneous factors around the cost side that they don't control, but they are running their business to run profitably regardless of whether those costs remain depressed as they are right now.
spk03: The only thing I'd say, sorry, no governance issues, but I will tell you from the time we started, the thing I think we reason why we passed the first time was we felt like every time we talked to them they were being so secretive about their business, we actually couldn't understand it, and we didn't understand why they were being so secretive. They were not very forthcoming with their answers, and we feel like they've gotten a little more receptive to having, I'd say, better conversations about their business so we can understand it a little more.
spk01: Terrifically helpful call.
spk03: Thanks, Adam, for everything.
spk01: Thanks, Adam. Our next question comes from David Mealy. How are you, David?
spk04: Good. How are you, Daniel? Hey, Kevin, and welcome back. Glad you're doing well.
spk03: Thanks, David. I appreciate your emails and I appreciate you saying that today. Happy to be here. Good, good.
spk04: I have a question about sort of the pipeline of new ideas. I know for me there's, I have too many ideas, so I'm wondering if, you know, with the markets down, are you looking at new opportunities both in terms of seeing things that are cheap and also where you think constructive activism could be helpful and how are you balancing that versus, you know, staying concentrated and knowing the names that you are in and have a good thesis on all of them?
spk03: Yeah, great question. One of my great sayings that I've utilized since 1990 was the definition of a bear market is when you run out of money before you run out of good ideas. And just like you, I have so many good ideas and not a lot of money to invest in them. So it's, you know, one of the reasons why we love MAMA Creations. It's been, it was a great stock for us, it went from $250 to $750, but one of the reasons why we sold it was because we wanted to own Avia and we wanted to own Hudson. So you've got to find the money from someplace. And so there's been a bit of portfolio adjusting from some of our bigger holdings in order to, you know, find those new positions. So yeah, our pipeline is probably as long as yours. It's just a matter of, you know, what am I going to do? I'm not selling potbelly here for the reasons I mentioned earlier. Synchronous, we're on the board. It's actually working for the first time in a long time. CommScore, I'm not selling here. And those are gigantic holdings for us. You know, I want to own more Lantronix. I want to own more CBGI. They're staying, they're sitting at lows. Where am I going to find the money from there? Brightcove is another one. It's an absolutely idiotic valuation. I think it traded four or five times.
spk01: And like 0.2 revenue. It's crazy. So
spk03: I want to own more of that, but I've got to find the money from other places. So that's our frustration is I've got more ideas than I do capital. Yeah,
spk04: makes sense.
spk03: Okay. Thanks a lot. Appreciate it.
spk04: Thanks, Dave.
spk01: And I've seen no other questions. Thank you.
spk03: With that, I can't, on the one hand, tell you how disappointed I am with our performance, you know, in the last, you know, since the Fed started raising rates. And it's been a maddening market. One that we think creates a tremendous amount of opportunity going forward. But I am thrilled to be here today, given what happened to me a month ago. So, and I'm determined, and I told you earlier in this call that my happy place is working on behalf of shareholders and coming in every day with a glass half filled view and thinking that this market is so ridiculous in terms of the haves and the have nots. And we're not in a recession. The economy is pretty good. The companies that we own are performing pretty well from a fundamental perspective. We've had some, you know, we've had some missteps like quantum, for example. But by and large, most of our holdings have done quite well in this environment. And we're not getting rewarded. But I do think that we are going to get rewarded. I've seen markets like this before, whether it was 1990 for value stocks, 1998, 2000 during the head of the dot com frenzy when, you know, companies like Allstate and Philip Morris were trading at lows while, you know, chair dot com was trading at 100 times revenue, whatever dot com it was. Or, you know, 2008, the subprime mortgage meltdown where it never felt like we were ever going to get out of that period. And of course, the S&P got to 666 and that was the bottom. So the COVID is another one. You know, we were down what 20, 30% during the beginning parts of that. And it felt like that was never going to end. And then, of course, we went through a great couple of years after that. So I'm happy to be back. It's happy to hear from all of you. Thank you again for your well wishes. And we are determined to get the turn back to the place that it was three years ago when we had unbelievable performance and we feel we're going to have that again here in the next few years.
spk01: Thank you everyone for participating and feel free to reach out anytime if you have any questions. Otherwise, we look forward to speaking with you next quarter. Take care.
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