Small Cap Value Report (Tue 3 Dec 2019) - RFX, GYM, MERC, BOO, BLCC

I hope you lot are all playing nicely with Jack and not being too rabid...anyhoo, I'm ignoring that nonsense for the moment but will take a look later to see where you all got to....on to some banalysis....

Back on Mercia Asset Management (LON:MERC) ...

Edison released a note today. I'd say its a bit of a curious thing...but remember that it paid for by management so they want it out there - https://www.edisongroup.com/publication/successful-exit-of-the-native-antigen-company/27259

A friend emailed me to say did i think the note inferred a 'beat'. The curious thing about it is it kind of infers a negative surprise of c. 4%...the price move today on the note coincidentally. But dig a little deeper and I think it implies a NAV 'beat' of over 5p on the Edison note....so 35p ish per share. There's many moving parts and I fear I have made a logic error....but a NAV at approx 35p if reported on Tuesday will give the shares quite a good kick up. DYOR obvs!

Email response:

I think they are saying that 0.69 of NAV inc the carry value of funds business (ie asset value in balance sheet which is mainly goodwill)…but that there is upside to the valuation as asset mgt becomes net cash flow positive

They raised £30m gross in Dec (so something less net implicitly the cost was £2.6m so £27.4m net). That is added to the 30/9/19 asset value of £128.4m….£155.8m.

Edison say £89m market cap is 0.69x nav. That suggests that NAV is £129m….which means that it’s reduced by £26.8m over H2 2020.

£26.8m off of an investment portfolio of £102m (ie take off change and book value of asset mgt businesses net of deferred liabilities) and that means there has been a 26% fall in the value of portfolio. I’ve taken it all off the investment portfolio as obvs cash is just cash and not written down….and carried BV of old Mercia asset manager is highly unlikely to be impaired, there is a chance that new acquisition NVM could be impaired due to 22% reported fall in value of VCT portfolios (but not a great deal).

Their late March Covid update said NVM VCT portfolios had seen a 22% reduction in asset value as result of covid.

So taking the Edison update as the true number would suggest its a downgrade of prior estimates. That would rather neatly explain a 4% fall in price today on the news.

I suspect the way to read Edison note is that the net asset value is at least £128.4m (ie Mercia can’t tell them but they’ve had a chat and that is the floor).

But assuming Edison numbers are straight correct then before new cash commitments (so cash turns 1:1 into assets) the old 30/9/19 investment portfolio at £75.2m was at 20.25p and £89m mkt cap is 85% of market cap with cash and BV of asset manager a combined £26.8m…right?…

Well at 20 March the company report have £30.4m of unrestricted cash. So that would mean a negative BV for asset management of £3.6m. As at 30/9/19 the BV of pre NVM deal asset manager was c.£9m and then with the acquisition of NVM there is initial value of £16.6m (there is a potential £8.4m further payment for acquisition of NVM but that will have an offsetting balance sheet liability against that too so net out)

So that’s £25m of BV upside based on what I can make of revealed numbers which translates into approx 5.5p of NAV per share upside to what Edison say….so on that basis there is a “beat"

The numbers above surprise me so I wonder if I’ve got my logic wrong somewhere.

mojo out

Hello turbo

Hopefully, we can keep this quiet and between us so as I don't get gummed to death by the rabid sanctimonious hordes elsewhere in here...

They own c.30% of company so their share of £18m is £5.2m which is close to double carrying value as at last interim. Altogether of the the £5.2m selling price they have enjoyed approx £4.5m gain (ie, its approx £700m cash they've put in). So Native Antigen is a real investment success story, their first eye catching success. They've had 3 prior exits -> 1 write down to zero (Smart Antenna and approx £4m value loss, £3.5 cash invested), 1 exit to breakeven (£10m for Science Warehouse, trade buyer) and one sale for profit (Allinea Software at £2.7m representing a £0.8m gain).

So Native is the first exit to show off. On balance I like the other exits as they took the loss in Smart Antenna and covered costs in Science Warehouse. Keeping things clean and tidy and not funnelling capital to less useful areas.

Looking forward, its hard to know what the covid hit to NAV will be....mid march, mid covid panic Edison suggested 25p for the balance sheet investments. Will that have improved to end of May back toward the 30p+ it was at pre covid. Note that this figure gives zero value to the c.£25-30m of cash they had post NVM transaction (so some has been deployed and will be asset value now), zero value to the fee generating asset management business (some brokers argue it adds 10p to the NAV...I've given my view in previous post) and then there's an extra 0.5p uplift from Native Antigen (which also turns into £5.2m hard cash in balance sheet).

Lots of moving parts so hard to be sure what the value is....but I think considerably north of 20p.

I bought more around its lows so my breakeven is 22p. I bought as disliked and misunderstood and immediate value....however, I never buy just for value and I believe/hope that the business has growth potential both as asset manager and balance sheet investor. I like their approach and I think they are strong in their niche of non South East and EIS and now VCT. Most EIS and VCT firms are as much tax gimmick as investment...whereas I think Mercia are a real investment business.

They've got 10 bigger investments than Native Antigen all the way up to £15m in nDreams (VR gaming business) and £12m in Oxgene (advanced robotics and bioinformatics high volume production business that has tripled sales in last year). One of those two or other big holding will be a real dial mover. Warwick Acoutics is a £9m high end acoustics company (sell personal headsets at £5k a pop...but really its trying to break into the high end car market...the do Aston Martin)...its possibly vulnerable to a covid jolt.

However....DYOR...lots of moving parts a lots a downside risks to some investments

fwiw, I've held 4 VCTs for donkeys' years. Special dividends have been quite, often paid out of realisations where the manager says they can find sufficient decent new opportunities. So the headline running yield figure can be misleading as there's a fall in NAV associated with this. That said, in most recent years my total dividends represent a yield of c.12% on current MV. Not brilliant, though it's all tax free.

M&A seems pretty common in that space. 3 out of my 4 VCT holdings have undergone merger, some more than once. Anecdotally, my most successful direct unquoted holding (Want2bthere) was acquired by Livingbridge in 2018. Around that time Livingbridge acquired the long-established Baronsmead VCT business. Livingbridge was then acquired by Gresham just a few months later.

As for NVM, a private company in which I was the only external shareholder achieved its first VCT funding this spring, from NVM. They seem a reasonable investor, bringing expertise and potential contacts to the table. At the time, though, there was strong time pressure to conclude the deal as Northern had a slug of new money from the just-ended 2018-19 'VCT season' that they were very keen to invest. I asked the founder about the Mercia acquisition and he replied "No practical changes, just a bigger fund with more financing options behind the same faces."

So it might appear all a bit dog-eats-dog in that space, but generally there are solid business reasons for the corporate activity.

Boohoo (LON:BOO) ......Not terrible worried that two main directors are selling. Having these huge sum of money tie up in shares are making them nervous . I would be too.
In all successful companies , original founders / directors usually sell down   as the business grows , Also they have agree not to sell any further shares for a 18 month period after this successful placing

food for thought , what will boohoo revenue be in five years time. I think it will be a lot high than it market cap at present 3.5 billion

Announced today after the market closed that the two main directors at Boohoo (LON:BOO) are selling 50 million shares in a placing to institutions:

Not a very happy big holder here, expecting a sizeable drop in the morning..

On Mercia Asset Management (LON:MERC) by people...

Q) Why discount to NAV?

The components of discounts are, in order of impact IMO:
1) Market knew that they would want to raise again and a number of factors meant that the discount got wide
2) Stock overhang from Woodford and to an uncertain extent Invesco. Wind back a few months and the combination made for 50% of register.
3) General free float being tight given that management own c.27% too
4) Although operations have been v good IMO they are still c.2 years away from proof point and exit
5) Proof point is harder than someone like Draper Esprit (LON:GROW) as they tend to be the first major professional investor in companies and do so at both earlier stage and smaller scale business (on average their businesses will not have the scale potential of Draper...but they own more and buy at lower valuation...this brings idiosyncratic risks but less shared, market and macro risks...note, Draper are even vulnerable to other co investor deciding they don't have appetite for more funding and/or need to realise cash irrespective of investment)
6) Business is cash-flow negative pre acquisition. Marginally so and they do cover most of their costs from fund management related fees. Draper much less so and are dependent on cash raises (which has been easier for them and at NAV or greater as they been in hot stuff)

Q: Does 25p (relative to 31p at close Monday) mean that existing shareholders aren't keen to fund?

This is interesting. When a stock isn't hot and its key holders (Woodford and Invesco) ain't keen (and in case of Woodford/Blackrock they didn't participate at all) then that's a bind. Its the reason I only had a partial position built below 30p (av 27p ish). The bullet was going to be bitten....but I'm surprised it went so well really...

When the book opened for offers I put in a big (for me, not compared to institutions) feeling it out offer at 20.5p which would have taken me to a pretty full position. My view was that new investors had Mercia over a barrel and so the pricing would be really aggressive...plus once Mercia opened up its desires to market there was no going back and they had to complete no matter how ugly the pricing. So pitched at what I felt would be right at the bottom of the range....

I got laughed out (politely) by book runner and went back with a more modest offer for number of shares at 25p when it was clear that was the price. The price was supported by a big NED stock holder Ray Chamberlain willing to bid for 4m. Note, he's diluted himself which hints to me that he didn't need to step in for all he felt he might have had to as there was enough demand at 25p.

Altogether, I think 25p is a fairly good achievement and minimises the dilution...NVM adds something valuable too

Q: Too concentrated?

Their aim is to fund the growth j-curve up leg. This inevitably means that holdings should rise in position as they go towards exit. I also see the concentration somewhat mitigated by much more moderate valuation marks as earlier stage and key investor....the exit is where some air should come into the valuation...we await the proof.

Point: Re general market thinning in numbers

This is interesting. I'm not that worried. Too much is private nowadays although perversely some things come to market too immature too after been steriod fed on private money.

Public market investors on AIM are reluctant to dip into their pockets...perversely this should be what AIM is often for...extra capital. Chicken and egg. But AIM money is perhaps too willing to fund the extra sexy narrative stories when it would be better with more conservatism.

I do expect the price to be sticky from here and may even drift down a few pence as there's still an overhang and there's a news gap until the final results and low likelihood of significantly positive investment news as the portfolio cos are not quite at that stage yet.

I heard the MERC webcast.They didn't answer my question which was to ask whether they would now start paying divis given that the vct's they acquired all did.
The points I noted were that;
The deal and the placing means MERC will now be trading on a profitable basis.
The regions offer 1billion a year of potential deals and there is less competition.
The NVM biz acquired for 6.25 EBITDA.
No new overheads except the 9 new staff.
Net income this year 2.6m , expected to be 4m by FY22.
People and the funds acquired are high quality.
MERC will be self financing, " evergreen" is the term they use,by 2022, so no more placings or fundraisings because they now have 250m of free cash.
This deal really accelerates their development.They are well ahead of schedule.
They are confident and have a very scaleable model.They mention scaleable a lot.
Of the 1 billion a year of deals,they did 75m. They expect this to increase substantially because MERC + NVM makes them #1 in their segment of the market.

----------------------------------------------------------------------------------
All sounds good to me.

many thanks mojo for your thoughts on Mercia Asset Management (LON:MERC) . "Slow Burn Value Play" is very much what I think and that is very much my style as it happens!

I really like GYM (LON:GYM) but I've been priced out of this so far, has not really dropped to a 'bargain' valuation. To be fair it does seem they are executing their strategy really well.

Having seen the new Newark gym I am pretty impressed, there is nothing really small about the small-box format; I think it is comparable in size (or bigger) than some of their other gyms but the open-plan format must be a lot cheaper to fit-out as many of the other gyms have to work with legacy building formats.

It does seem slightly surprising to me that none of the upmarket competitors have made much of a response, as they must be losing customers to the low-cost gym segment. They could offer a small-box format at a higher cost, but differentiate away from The Gym by using superior machines.

I can easily see a future where exercise machines are NFC enabled, perhaps knowing who you are as soon as you sit down on it, and thereby giving you data on routines/advice on proper form, perhaps all delivered from a central gym app.

That would be a type of advantage GYM would not copy on accounts of cost.

Re Mercia Asset Management (LON:MERC) and placing and acquisition.

I hold this company and had averaged a partial position at approx 27p. It was hard to know how wide discount to value would get so averaging 30p and below was rational IMO. I'd held off from full as was obvious they needed more cash. Fortunately I was able to get a more fulsome position at 25p placing.

In short term raising at a discount is disappointing...but it is the better choice IMO than seeking to exit maturing portfolio investments early. There was a conundrum to solve and the market was only going to allow it at a discount. Combining what looks like a good acquisition with cash for balance sheet investment is sensible and sweetens the bitter pill a little.

Mercia is real venture and growth investing IMO when compared to some other players out there. I have been on the other side of the table seeking investment from VC/PE sorts and I felt Mercia were one of the more sober and least BS-y operators out there. The market is hotter for a name like Draper Esprit (LON:GROW) but I feel they are in hype stocks with much more market and macro risk embedded. Draper own smaller slice of bigger companies that are on a general up escalator (at the moment) of valuations as the venture crowd have lots of cash and are throwing money in to the same hot names together. Some will prove very successful exits at some point but they are generally already so large that IPO rather than acquisition is the more likely exit route. This brings a lot of risk and makes Draper and its companies prone to a negative cycle in future that could squash valuations and push some portfolio companies into distress once easy follow on funding drys up.

Marks for Mercia companies are much more modest and connected to operational progress rather than hope and hype crowd valuations as they tend to be lower profile regional rather than London names and Mercia tends to be a dominate investor and the portfolio companies have lower syndication. Mercia tend to be about 30% owners. Mercia has also closed on investments (written off) or exited at modest to no gain. This shows good discipline in keeping portfolio clean and not burning cash (a cynic might say its as they don't have enough cash) whereas a Draper has never had to do this (as its being lifted by a positive market in life to date post IPO).

But Mercia still needs to prove itself out as an investor and that only happens once exits begin to happen 18+ months from here. That is the risk. The discount to NAV insures against a couple of big investments being wronguns.

I believe Mercia execution to date has been good….its just in the natural down phase of J-curve (assuming eventual model success). So timing of raise bad and unlikely to be generous on pricing even though good fit with NVM and Mercia. Once proven through exits it is reasonable that the business trade on a premium to NAV excluding any value for asset manager. The extent of premium depends on how good the exits are.

2020 interim results are decent but they do not provide persuasion that model is proving out whilst highlighting ‘cash burn’ for balance sheet investment. Ergo did not provide a price fillip for the raise that’s taking place.

IMO pre announcement 31p share price is approx 21% discount to NAV with the asset manager valued at zero (so only valuing balance sheet cash and investments and assuming everything else nets out to zero worth). It’s not unreasonable to give asset manager zero value IMO. It cannot be stripped out to stand alone so SoP doesn’t make that much sense. Its value is in providing income stream to fund the balance sheet investment process which means if balance sheet investment doesn’t prove out then asset manager is irrelevance (there will be a stub value but that wont be high and price action will drown it out too). However, asset manager is even more reason why once balance sheet process proves itself with exits the company should trade to premium.

Adjusting for impact of £30m raised at 25p I estimate that Mercia will trade at 18% discount to NAV again valuing asset manager at zero.

Pre raise my assumption of zero value for asset manager was conservative and post raise it is uber conservative. If post acquisition I give a £20m valuation to the £630m non balance sheet asset management business (3.1% of assets ex balance sheet or 10x £2m net income which is somewhat what deflated by extra costs of balance sheet) then the discount to fair value is 29%. I stick with the view that the value of asset management is much more about allowing more generous valuation of the balance sheet investment portfolio for the future as it means that op costs are not funded through future cash raises or portfolio exits). As mentioned above I think the balance sheet investments are held at relatively conservative valuations for mid stage high growth companies so the j-curve potential in valuation is large with downside well priced.

The company states that it wishes to pay a sustainable dividend from asset manager operating profits. The asset management business has high recurring revenue and looks as if the combined Mercia + NVM will make net income of c.£2m (and that’s with the high costs of supporting the balance sheet capability). Its possible a divi is paid 2+ years from now. There is a disconnect between what drives NAV and the earning for dividend and in the scenario that NAV is successful its unlikely that any meaningful dividend yield can be sustained and that yield will decline in percentage terms relative to NAV. If a dividend is paid then it may justify valuing the asset management piece as an annuity rather than an op co in terms of its contribution to the share price? Again, I’m being very conservative here.

Note, a genuine valuable 'intangible' is the cash sitting in the asset management business that can be deployed into companies. Currently stands at approx £250m (assuming acquisition occurs).

Overall, I'm a fan. But its slow burn value play at moment with the growth kicker to be proven in future. If right I believe I have a long term investment that will compound very well over time.

TechMarketView sound broadly positive on the Mercia Asset Management (LON:MERC) acquisition of NVM VCT business
https://www.techmarketview.com/ukhotviews/archive/2019/12/03/mercia-gets-vct-boost-with-nvm-deal

Morning all,

I too would add my vote for a look at Mercia Asset Management (LON:MERC) , where I was congratulating myself for my timing whilst considering a sale, having managed to buy recently at 25.4p (just before the IC tipped it!) only to be be somewhat miffed now by the wide discount on the accelerated book build, and the exclusion of PI's like myself. That said, on first pass, the acquisition could be transformational?

Also very interested in Ramsdens Holdings (LON:RFX) where i recently sold - very luckily again as it's been weak I suspect following recent regulatory scrutiny in the sub-prime lending sphere (in RFX 's case, wrongly IMO).

I'ms also a former holder of Solid State (LON:SOLI) so very interested in comments there too. Sold this one too early!

Thanks for all the suggestions and comments so far. FREng - yes, I'll add a comment on Mercia Asset Management (LON:MERC).

Cheers! G

Not really expecting you to comment on today's Trading Update from Boohoo (LON:BOO) Graham. It really has come a long way since Paul first starting talking about it and is now a big company.

Lots of readers here will be interested in it though - doesn't say all that much but nicely reassuring. Record Black Friday sales - would have been nice to have had a bit more colour - just how much stock did they shift?

Continuing to trade "comfortably" in line with market expectations.

Looking forward to more detailed report in mid January.

Hi Graham,

I have an interest in;

Oxford Metrics FY Prelim. Adj. Profit Before Tax Up At 5.5 Mln Stg

7:27 amNews

Ramsdens Holdings HY Underlying Profit Before Tax Up 12% At GBP 5.7 Mln

7:24 amNews

Any comments welcome. Gym have a small RNS today. I reduced my holding in Gym owing to the debt load which looks very high to me. Robbie Burns, in his excellent and amusing podcast, stated that its best to avoid companies with debt over 3 x net profit - but that seems to exclude a lot of businesses!

Jim

Tekmar (LON:TGP) interims today. something for the future?

Ramsdens Holdings (LON:RFX)

I hold RFX as a slow but steady earner, with growth upside from the branch purchases. The payday lenders in the UK have largely exited now so I view this provides demand upside. Decent dividend and net cash position are strong positives for me.

On the negatives, I'm not fussed on their FX business, can't imagine they can have a market position against the cheap on-line competition, other than walk-in convenience. And the FX contribution is large, for the half-year delivering 8.4m of the 20.5m total gross profit. Interestingly, they have placed a click & collect travel money option onto their web site, so perhaps it has legs.

For now I continue to hold, the cash generation is good, net cash position on the B/S and some growth potential.

Morning Graham. Strong results from Solid State (LON:SOLI) with EPS up 64% to 27.8p. Would be interested in your view.

Video: Just published Blue Whale Capital's investor presentation from Mello London November 2019.

A very interesting overview by Stephen Yiu, Chief Investment Officer, outlining how the team of 5, achieve market beating returns.  Solid principles for anyone managing their own money.

Further Mello presentations, including Ed's keynote presentation on Woodford, and company presentations: Biome Technologies (LON:BIOM), GetBusy (LON:GETB), Inspired Energy (LON:INSE), 1pm (LON:OPM), Belvoir (LON:BLV), £KAPE) and Polar Capital Global Financials Trust (LON:PCFT) can all be found here.

Morning Graham
Plenty to choose from this morning. I hold Ramsdens Holdings (LON:RFX) and Solid State (LON:SOLI), the former for quite sometime. I have skim read the results and both appear very satisfactory, so would appreciate your views especially on Ramsdens Holdings (LON:RFX). I also have a small holding in Mercia Asset Management (LON:MERC) who put out interims this morning. On initially reading these appear positive, but also note that they have announced an acquisition with an accelerated book building to raise £30 million at 25p per share, a discount of 21.9% to the existing share price, which as far as I can see leaves retail investors "out in the cold"...ho hum!

My morning smallcap tweet:

Collagen Solutions (LON:COS), Ramsdens Holdings (LON:RFX), Solid State (LON:SOLI), Hargreaves Services (LON:HSP)

Collagen Sol (COS) H1 rev up 14% but pretax loss up 12% to £1.2m. "Investment in capabilities in the first half means that top line growth has not translated to bottom line performance...We believe the continued performance of the tissue business, investment in additional capabilities and capacity in the collagen business, and delivery of development milestones in the second half will allow us to deliver against market expectations." So not actually guiding in line yet.

In line: Ramsdens Holdings (LON:RFX) Solid State (LON:SOLI) Hargreaves Services (LON:HSP)

Solid State (LON:SOLI) please . Interims look good to me

Hi - would appreciate any thoughts on Ramsdens Holdings (LON:RFX) results given your 'interested observer' status as a H&T holder, Graham. Results are extremely steady and all on the right track it seems. Nothing particularly new and exciting (although I think the div. increase is more than was expected which is a nice bonus) - it is very much a case of 'all on track and all going according to plan'. However it's nice to get the reassurance that nothing has gone awry with the recent acquisitions. Also, These sorts of 'boring' results where 'all is good and we're on track to grow as planned' have actually been harder to come by recently (most of my holdings have either been bombing out or rising rapidly recently) and it's actually very nice to not be startled to one extreme or the other for a change as I have my breakfast this morning. Long may the slow and steady risers continue! 

It's also interesting to note that the shares are still where they were 2 years ago even before the acquisitions and before the gold price had rallied. These have clearly been held back by something (unfair worries about short term consumer lending (which they don't do) perhaps?). Hopefully the results will give the market an excuse to revisit this and realise that an uptick is perhaps a little overdue to reflect progress made over the past 24 months.    

BIACS