- 180 believes SCOR’s current share price is historically undervalued with the potential for significant appreciation.
- 180 is convinced that the collapse of SCOR’s stock price has materially impacted the return on investment (ROI) of the preferred stockholders, particularly from its estimates of their original expectations.
- 180 provides an analysis that highlights the importance of SCOR’s common stock price performance to the ROI for the preferred stockholders and suggests significant alignment exists between preferred and common stockholders.
- This analysis supports 180’s position that the preferred stockholders need to immediately take actions specifically designed to boost SCOR’s common share price.
- If no action is taken, and SCOR’s share price continues to languish, 180 calculates that the ROI for preferred stockholders is capped at anywhere between 8.9% and 13.8% through 2026. If action is taken to unlock common stock value, 180 calculates that preferred stockholders’ ROI could increase to a minimum of ~20%+.
- 180 is concerned that without action by SCOR’s Board and preferred stockholders the company could be dangerously close to losing key employees and jeopardizing future value for all stakeholders.
180’s prior public and private letters focused on the need for changes in SCOR’s Board to address the ongoing shortcomings in corporate governance and for the preferred stockholders to take steps that can lead to value creation for all stakeholders, including employees and common stockholders. To date, the Board has sat on its hands and the stock has languished as a result. There is an overriding sentiment that it's impossible to get anything done on this Board because the three preferred stockholders have different agendas and the independent directors (who put this structure in place) are too weak and powerless to do anything. Dispel that myth, please. You all should have one thing in common: that is a desire for a higher share price. So given that common ground, we are encouraging the preferred stockholders and SCOR’s Board to do the right thing and immediately start taking action.
180 recognizes and respects the contractual rights of the preferred stockholders and believes these rights are not in conflict with the ability to create value for all stakeholders of SCOR. We believe the mistake every investor has made with regard to this situation is in assuming that preferred holders don’t care about the common share price. The fact is, however, that the preferred stockholders’ ROI will be significantly enhanced by a share price that is materially higher than it is today. We thought it would be instructive for all stakeholders to understand this point by examining the ROI potential for the preferred stockholders under various valuation and time-based scenarios.
In our public letter issued on
Given the preferred stock is today essentially debt with a below-market coupon at 7.5% per annum and no maturity date, we are modeling what would happen if SCOR was sold to another company in mid-2024. To be clear, the preferred stock is convertible into common stock at the holder’s election, so a sale of SCOR is not required for the returns discussed below to be generated should the preferred stockholders elect to convert to common stock.
Assuming nothing changes with regard to the terms of the outstanding preferred stock, here are the estimated payouts to preferred and common stockholders if SCOR was sold in mid-2024 at various multiples to SCOR’s current average analyst estimate for FY24 EBITDA, as well as the estimated rates of return for the preferred stockholders at each multiple:
Modeled Sale Price at Multiple to FY24 Consensus Estimated Adj. EBITDA | 6x | 7x | 8x | 9x | 10x | 11x | 12x (Median Peer Multiple) | 13x | ||||||||
Preferred Stockholder Return (Liq. Pref. or As-Converted Per Share) | Liq. Pref. Inc. Special Dividend ( Equiv.) | Liq. Pref. Inc. Special Dividend ( Equiv.) | Liq. Pref. Inc. Special Dividend ( Equiv.) | Liq. Pref. Inc. Special Dividend ( Equiv.) | $3.98 | |||||||||||
Common Stockholder Amount Per Share | $3.98 | |||||||||||||||
Preferred Stockholder Rate of Return | 13.8% | 13.8% | 13.8% | 13.8% | 16.2% | 19.2% | 22.0% | 24.6% |
Note: Analysis is based on cash and debt excluding operating lease liabilities as of
It is important to note that we believe SCOR is not in a position where it needs to sell the company, and we are not suggesting that SCOR should pursue this path at this time. As recently as
In terms of multiples, we presented the following table in our last press release that examined the multiples of revenue and adjusted EBITDA for a set of comparable publicly traded companies to SCOR. This table has been updated through the close of the public markets on
Comscore Peer Trading Multiples | ||||
Forward Valuation as of | ||||
EV / Sales 2023 | EV / Adj. EBITDA 2023 | EV / Sales 2024 | EV / Adj. EBITDA 2024 | |
IPSOS | 0.9x | 5.6x | 0.9x | 5.3x |
DOUBLEVERIFY HOLDINGS INC | 10.0x | 32.1x | 8.1x | 25.6x |
INTEGRAL AD SCIENCE HOLDING | 6.7x | 20.6x | 5.7x | 17.0x |
SIMILARWEB LTD | 2.3x | n/a | 2.0x | n/a |
TRADE DESK INC/THE -CLASS A | 18.7x | 48.3x | 15.1x | 37.9x |
LIVERAMP HOLDINGS INC | 2.0x | 12.5x | 675.4x | 9.8x |
INNOVID CORP | 1.1x | 20.5x | 0.9x | 11.7x |
IQVIA HOLDINGS INC | 3.3x | 13.7x | 3.0x | 12.4x |
FLUENT INC | 0.2x | 4.1x | 0.2x | 3.1x |
FORRESTER RESEARCH INC | 1.1x | 11.1x | 1.1x | 9.0x |
STAGWELL INC | 1.1x | 7.4x | 1.0x | 5.8x |
QUINSTREET INC | 0.8x | 27.4x | 630.8x | 15.0x |
MOMENTIVE GLOBAL INC | 2.9x | 17.0x | 2.7x | 16.8x |
VIANT TECHNOLOGY INC-A | 0.5x | 9.0x | 0.4x | 6.0x |
Average | 3.7x | 17.6x | 96.2x | 13.5x |
Median | 2.0x | 15.3x | 2.4x | 11.7x |
COMSCORE INC | 0.8x | 6.7x | 0.7x | 4.8x |
Implied SCOR Stock Price @ Median | ||||
Preferred Stockholder Rate of Return at Each Stock Price | 25.3% | 20.7% | 32.8% | 21.1% |
Source: Bloomberg, 180 internal calculations. Actual results for FY 23 and FY 24 revenue and adjusted EBITDA could be materially different than the consensus analyst estimates used in the calculations above, which would result in materially different multiples and estimated returns. (1) For Liveramp, 2023 and 2024 refer to the FY ending | ||||
As is readily apparent from the tables above, if SCOR traded at the median of its peer group, the preferred stockholders would have a better rate of return, even without payment of the special dividend. In fact, appreciation in the stock price of SCOR can provide a greater return to the preferred shareholders in the near term while the company is not in a position to pay the special dividend.
So, we believe investors need not think that SCOR stock price of around
SCOR’s preferred stockholders: We have stated in prior letters our thoughts on the reasons why SCOR’s share price has collapsed. We have offered suggestions for how you can better align yourself with all stakeholders, but you have taken no action. That inactivity has led to the detriment of your own return on this investment; it is time that you do something. It should be obvious that you have a fixed return unless SCOR’s common stock price is meaningfully higher than it is today. Consider that if you take your special dividend in 2024 and continue to hold the preferred stock in future years then your ROI will decline to 12.7% in 2025 and 11.9% in 2026. These ROIs, in our view, are both below market and likely not what you signed up for when you made your investment.
We believe our analysis above clearly supports our belief that even without any changes to the terms of SCOR’s outstanding preferred stock, SCOR’s common stock is significantly undervalued at its current price per share of around
For two years, you have done it your way and it hasn’t worked. There is a myriad of available options at your disposal to create meaningful value for you and SCOR’s common stockholders; these are options we, and we suspect other shareholders, have given you. It is time, starting with the next dividend, for you to do something. You owe it to yourselves and your investors to improve your own returns from the current below-market fixed rate of return. The math is the math. Have some common sense and take action.
About
Press Contact:
973-746-4500
ir@180degreecapital.com
Peaks Strategies
mshafroth@peaksstrategies.com
Forward-Looking Statements
This press release and the attached letter may contain statements of a forward-looking nature relating to future events. These forward-looking statements are subject to the inherent uncertainties in predicting future results and conditions. These statements reflect the 180’s current beliefs, are based upon public information provided in many cases by the Company, and a number of important factors could cause actual results to differ materially from those expressed in this press release. Please see the Company's securities filings filed with the
Source:
2023 GlobeNewswire, Inc., source