Safeguard Scientifics Inc (SFE) 2023 Q3 法說會逐字稿

Good afternoon, and thank you for joining us for this presentation of Safeguard Scientifics third-quarter 2023 financial results. Joining me on today's call and webcast are Eric Salzman, Safeguard's Chief Executive Officer; and Mark Herndon, Safeguard's Chief Financial Officer. Following our prepared remarks, we will open the call to your questions.

As always, today's presentation includes forward-looking statements. Reliance on forward- looking statements involve certain risks and uncertainties, including, but not limited to the uncertainty of the outcomes of corporate strategic transactions, if any. The uncertainty of our efforts to execute on and implement reimbursement for splits or common stock so that we can seize the registration of our common stock under the Securities Exchange Act of 1934, and you have our shares of common stock from trading on Nasdaq.

And certainly the future performance of our companies, our billings and good decisions about the monetization of our company's stand-alone support of our companies, our inability to control our company's fluctuations in the market prices of any of our companies are publicly traded, and the effect of regulatory and economic conditions generally, and other uncertainties described in our filings with the SEC.

Many of these factors are beyond our ability to predict or control. As a result of these other factors for past financial performance should not be relied on as indication of future performance. During the course of today's call, words such as expect, anticipate, believe, and intend, will be used in our discussion of goals or events in the future. Management can't provide any assurance that future results will be as described in our forward-looking statements. We encourage you to read Safeguard's filings with the SEC on our Form 10-Q, which describe in detail the risks and uncertainties associated with managing our business. The company does not assume any obligation to update any forward-looking statements made today. With that, I would now like to introduce Eric.

Thanks, Matt. Thanks for joining us this afternoon for our Q3 2023 earnings call. Today, we will walk you through the rationale and key elements of our Go Dark Transaction, our thought process around a potential Q4 2023 dividend, a brief update on our remaining portfolio companies, and then Mark will run through the financials, and we'll open up the call to questions.

I will start with our Go Dark Transaction. We filed our definitive proxy this afternoon, which details the various elements of our plan to delist from Nasdaq and become a non-reporting company. As explained in the proxy, we've concluded that the costs of being public have become too burdensome and the benefits are very limited, life of our strategy to monetize our remaining ownership interests and return maximum value to our shareholders.

The process to become a non-reporting company requires a shareholder vote to approve a series of stock splits and we set that shareholder meeting date for December 15. The intention of the stock split is to reduce the number of shareholders of record to fewer than 300. Once we have fewer than 300 shareholders of record, Safeguard is no longer required in a recording company for SEC purposes, meaning we will not have to file 10-Ks and 10-Qs, thereby reducing our expenses significantly.

The stock splits will create a relatively small number of fractional shares, which we intend to cash out at $1.65 per share. Details of how we arrived at this number is mentioned in the proxy. Based on our current estimates, we expect the total cost of cashing out these fractional shares to be approximately $10,000. As part of our plan to delist from Nasdaq and become a non-reporting company, we also intend to make changes to our management structure to further reduce the cost to operate the business.

We expect to transition Safeguard's general administrative functions to an external service provider to be selected by the Board. Our remaining officers and employees, the four of us are expected to provide transition services to Safeguard on an as-needed basis. The Board has narrowed the search process for an external service provider to three, and we expect to have this in place by January 1, 2024. Taken together, we believe these steps will substantially reduce the operating cost to manage for the remaining companies in the portfolio.

As disclosed in the proxy, we anticipate annual cost savings of approximately $1.5 million in cash and a reduction in base compensation of approximately $1.2 million. Reducing our expected operating costs frees up more of our balance sheet cash to return to shareholders via dividend subject to Board approval. We refer to this extra cash as excess cash and it is defined as cash on hand, plus the estimated amounts required to be retained to pay the cost of the transaction, support Safeguard's operation in the portfolio companies, as well as cover liabilities and contingencies.

Subject to Board approval, we intend to pay out this excess cash as a cash dividend in late December after the shareholder votes. We would not delist from Nasdaq until after the December 15 shareholder meeting. And assuming we move forward with the Go Dark Transaction, any trading in our common stock after delisting will only occur in privately negotiated sale. We will be exploring whether Safeguard's shares can trade on one of the OTC markets, but there can be no assurances of that.

We are required to file a 2023 10-K, which will be our last SEC filing. Post the filing of the 10-K, we expect the size of the Board to drop from the full current four members to two, with these two coming from our existing Board. From an information perspective, while we are not required to do so, we currently intend to provide quarterly business updates and expect to provide an annual audit to shareholders.

Any future distributions after the potential dividend will be dependent on actual cash exits, any changes to the estimates of the cost to operate through a liquidation, as well as any other contingencies. We estimate exit proceeds from our remaining positions at between $25 million and $45 million. The monetization process is expected to take two years, but could be longer. We are working with the Board to finalize all operational elements required to consummate this transaction.

Now let me turn to the portfolio. As we disclosed last quarter, we expect nearly all of the exit proceeds from the remaining portfolio come from those companies that we can categorize as bucket one companies. Consistent with what we said last quarter, the bucket one companies are Prognos, meQuilibrium, Clutch, and Moxe. We have also added InfoBionic in bucket one as it recently completed a recap and capital raise.

As you recall, from last quarter's call, we mentioned that one of our companies was in the midst of a potential recap and capital raise. And if this were to happen, we would expect that it would move to bucket one. This is what happened with InfoBionic. We continue to have Board seats at Prognos, meQuilibrium, Moxe and Clutch, and are actively engaged with management and co-investors to drive value creation exit. Post recap and given our reduced ownership interest, we have retained an observer seat at (technical difficulty).

Let me provide some further clarifications on the $25 million to $45 million in future exit proceeds. First, the $25 million to $45 million in our estimated future exit values and are not discounted. Second, the inclusion of InfoBionic in bucket one does not have any impact on this range, nor does it represent the difference between the low and the high. And thirdly, the $25 million to $45 million is expected to be generated exclusively from bucket one companies. All other remaining positions are bucket two and we expect de minimis proceeds from them.

On the M&A front, while the market has improved somewhat compared to earlier this year, it continues to be challenging for venture stage companies. For Safeguard, one of our bucket one companies recently hired an investment banker and expects to launch a process in January 2024.

There are no immediate plans for the other four companies. So we continue to work closely to position them for exits or recaps that could generate proceeds to Safeguard as expeditiously as possible. We also have had discussions with a couple of secondary buyers for one or more of our positions, but these discussions have not resulted in any transaction.

Regarding Q3 performance, our companies have experienced varied results, for example, meeting our exceeding revenue plans, but coming in under bookings, meeting or exceeding EBITDA plans, but missing revenues. And for three of the five companies, Q4 represents an important quarter due to the business's seasonality. The Q3 performance was taken into account when determining the $25 million to $45 million of exit values. At this time, I'll hand the call over to our CFO, Mark Herndon.

Thanks, Eric. Safeguard reported net income for the quarter ended September 30, 2023, of $0.9 million or $0.06 per share as compared to a net loss for the comparable 2022 third quarter of $3.2 million or $0.19 per share. The year-to-date period ended September 30, 2023, was a net loss of $5.4 million or $0.33 per share as compared to $9.4 million or $0.57 per share for 2022. We ended the quarter with $15.7 million of cash, cash equivalents and restricted cash, and we continue to have no debt obligation.

Our general and administrative expenses were $1.3 million in the third quarter of 2023, versus $1.4 million for 2022, a decrease of 3.5%. Similarly, our general administrative expenses were $3.7 million for both the year to date period, a decrease of 1.5%.

Corporate expenses for the quarter, which represent general and administrative expenses, excluding stock-based compensation and severance expenses, and non-recurring, and other items were $0.9 million and $0.8 million on a rounded basis for each of the third quarters of 2023 and 2022. Year-over-year increase was 9.8%. The corporate expenses for the nine months ended September 30, 2023, were $2.4 million as compared to $2.5 million in the comparable 2022 period at 3.2% decrease.

The increase during the quarter was due primarily to legal and other professional fees. We continue to expect the quarterly level of corporate expenses and generally stabilize at this approximate value before we implement any cost structure changes. However, this quarter's additional expenses have pushed our annual assessment of corporate costs back up to our original range.

With respect to our ownership interest, we have an aggregate carrying value at September 30 of $14.8 million as compared to $15.4 million at December 31, 2022. There were no deployments this quarter. However, there was an increase at InfoBionic resulting from their recapitalization transaction, which allowed InfoBionic to raise cash and convert certain liability.

Since we did not participate in the transaction, our ownership levels dropped to approximately 5%. This transaction also resulted in recording a $1.7 million non-cash observable price change gain and is reported in other income. This quarter's activity also included the application of the equity method accounting at our other remaining interest. However, the impact was less than prior periods due to several entities carrying value being previously reduced to zero, and year-to-date lower operating losses at the others.

Our results under the equity method for the three months ended September 30, 2023, resulted in a $0.4 million of equity income as compared to a $1 million equity loss for the comparable period of 2022. This change is predominantly the result of several companies reaching zero carrying value during late 2022 or 2023. At that point, we generally cease recording losses from those entities.

I'd also like to remind everyone that we report our share of the losses from the equity method companies on a one-quarter lag. So this quarter's share of losses reflects the second quarter of 2023. Also with respect to our ownership interest, this quarter's third-party debt for the remaining six companies was approximately $88 million versus $135 million last quarter. This decrease was due primarily to the recapitalization transaction in InfoBionic. Cash at the same group of six companies is down to approximately $41 million.

In terms of revenue performance, we reported a 10.3% increase at this group of six companies for the trailing 12-month period ended June 30, 2023, due to the one-quarter lag. This increase was most favorably impacted by Clutch which was largely offset by decreases at progress.

Also, we noted in our filing that our share count as of today, the filing date was approximately 16.6 million shares. Looking forward, we expect that, that share count to increase as we continue to settle director fees using shares. An exact number will depend on the share price when those shares are issued early next year, but we are estimating that the share count will grow to approximately 16.7 million to 16.8 million shares by the time we file the final 10-K referred to earlier.

Finally, I'd like to reiterate some points made by Eric and answer your questions already seeing from shareholders who have had questions about the preliminary proxy, that definitive that was filed earlier today, about how this will impact them and address the mechanics of what will happen in their shares. The preferred stock splits will not have an impact on any shareholder whose shares equal to or above the stock split number.

For example, if the final ratio is based on the highest amount of the proposed range of 100 shares, any shareholder holding 100 shares or more will not be impacted by the share splits. Shareholders who own less than that amount would be cashed out if they hold their shares directly as a registered shareholder.

On the other hand, shareholders who hold less than that amount in street name may or may not be cashed out. Street name shareholders should contact their bank or brokerage for more information. We also encourage shareholders to review the Q&A portion of the proxy, which provide further details and examples of the impact you should expect as a result of the proposed stock splits.

As we addressed in the proxy document, cash requirements expected to repurchase the fraction of shares that may result from this stock splits was estimated to be only about $10,000. As a result, most shareholders will not experience any significant impact of the split and should continue to be able to hold their shares in their brokerage account as we continue to wait for portfolio exits to fund future distributions.

Now we will turn to the Q&A segment. Operator I ask you to (inaudible) And I do see that we've had a couple that have come in on the web to address those at the moment as well. I'll let you give those instructions first.

Thank you. (Operator Instructions)

Yeah. First is, too many questions there. Eric, why don't we address the couple that we know already? So the first question was, do you anticipate this to be the last earnings call before the plan de-listing? I would say, yes. We will make ourselves available as necessary for questions and comments as we try to be a regular basis. So this is the last planned conference call before then. I think we've talked about a timing of the special meeting would occur in the middle of December and then a delisting if that ends up being the case as a result of the votes would be shortly, thereafter.

Would you add to it, Eric? Or Matt, do you want to add anything to that?

I think that's right, Mark.

We can go to the second question, which was related to, previously mentioned considering the year-end dividend being roughly half of the year in cash balance. So just to address to how we're thinking about sizing the dividend and coming up with what we determined is this excess cash.

So the Board will estimate the year-end to make a decision, basically, we'll take our September 30 cash plus what we'll spend, the net outflows this quarter. From that, we would deduct the stock split and transaction costs of $1.2 million, which is on page 10 of the proxy. From the remaining number, we would set aside the estimated cost to operate as a non-reporting company, cost to support the portfolio, cover liabilities, contingencies, and an ultimate wind-down.

We indicated that's roughly a two-year process, could be longer, and the net of this number would represent the excess cash that the Board would consider returning as a dividend. Last quarter, that was our preliminary estimate what we said, and we are currently half of year-end cash or up to half of the year-end cash. And we are currently working with the Board to arrive at the number that balances returning as much cash as possible without putting the remaining portfolio or operations at risk.

So we're doing that analysis now, and we continue to be working with the Board. But the goal is to find that balance where we're returning much cash as possible. We do not want a [husband] who keep excess cash unnecessarily. But on the other hand, we want to make sure that they're sufficient to cover both the significantly reduced cost of operating as well as any other contingencies.

Yeah, Eric, I'm going to skip to the next question. I'll let you handle the first half of it. But there's a couple of questions in here that we'll talk about, I'll call it, the mechanics of how things will operate in 2024. And so only broadly cover those for a minute.

The company, Safeguard, we will continue to have Board seats on our remaining portfolio of companies where we have them now. So that nothing changes there. What is being worked out right now is exactly who would fit as our representative on those Boards?

And that could be the external service provider. It could be someone else. But we're working through that now. I would say the -- in terms of what does -- what are the aspects of related to this is just cost. Obviously, as we've talked about, one of the reasons for this transaction is to reduce costs. So while we haven't put out a formal number for 2024, we've talked about reducing the cost by a number that's [fastened] by $1.5 billion, if you compare that to your $3.2 billion-ish where we're at this year, then that's going to be in that ballpark would be an early estimate of expenses for 2024.

That said, there's a variety of things there that remain to be in play, including a service provider while multiple firms have been considered and we are in discussions with them, that we have not settled on a firm or therefore a firm price there. So there's a number of estimates involved, with continuing to figure out how exactly how much the cost will be in 2024, but we expect that will be substantially less. When we don't have the full-time management team here working with the company. Eric? (multiple speakers)

Yeah, sure. I'll make one more just comment on the cost. So obviously, there are a number of benefits outsourcing the general administrative activities to a service provider. One of which is, as time passes and the needs of the portfolio or the company go down, then there's an ability to scale down the cost of an external service provider in a way that is, frankly, almost impossible were very difficult in our current (inaudible).

So when you think about the go-forward cost, it's the savings that Mark indicated and we indicated in the proxy. But if you look beyond that, it could be reasonable to expect that the annual operating costs 12 months or 18 months or et cetera, should come down as there are fewer portfolio companies and fewer activities.

Another question we have is on the remaining bucket one portfolio companies, are there any that have not been out in market for a sale process? So we have five of our bucket one companies. Two have not been in a sale process ever since my involvement. The third has not been in the sale process in at least the past 12 plus months, and the other two have. So that answers that question.

Board seats we talked about, can you provide any additional color on the portfolio companies, perhaps the company's most promising for exit values? What I would say is, as we indicated, it was on last quarter, we talked about the definition of what we're using for a bucket one company is, well capitalized, executing on its business plan while navigating kind of the risks and opportunities.

And it does not have an excessive debt level, which has impacted negatively at a couple of other companies, as you know. So I wouldn't call one out over the other. I think, we're optimistic and constructive on all of those companies, and we'll be working closely with them to maximize the exits over the next two years.

Okay. I'm going to be pause there for a second and then operator, have any questions come up in the queue?

Yes. [Jon Tower, Redwood Fund].

Thank you, operator. Appreciate your time, gentlemen. And my question was regarding the excess cash, which you covered a couple of minutes ago in your comment. So no questions. Thank you.

Okay, thank you.

(Operator Instructions)

We have a question on the web that is, can you go into more detail as to the $25 million lower bound of proceeds? Is the $25 million split fairly equally between the five companies?

So just comment a bit on the methodology of how we came up with that number. So basically, we took the low end revenue estimates. So projected revenues for each of those five companies. We're now in an exit, a low end of that. We applied low end revenue multiples, low meaning if you look at the market, the public markets across cycle, and then we -- that would get your enterprise value is tracked out your net debt and you would run that remaining value through the waterfall. Each company has its own preferred stock and auction pool, et cetera, to come up with Safeguard's proceeds. That would be the future value of Safeguard's proceeds, which is the $25 million at the lower bound.

And then -- so that's how we came up with it. It's not equally weighted among the five because of the different way that the cap structures work in different companies and the preferred payouts fact work. It wouldn't be equal. The revenues aren't equal. Multiples are not dramatically different than the low end across the companies, but revenues would differ and the cap stack would differ. So you wouldn't get the same resulting value. Another question is how much -- I'm sorry Mark.

I was going to add. There's a couple of questions in here that's asking about specific debt values and revenue values for different cuts of the portfolio. Trying to avoid giving you a specific number on the slide that wouldn't be accurate. But obviously, if there does remain to be debt on the portfolio at our five. It is substantially less than the number that we quoted for the six companies because of that other one is just a high debt entity. But -- and I was not intending to provide that data at this moment. We can look into putting that out there at a later time perhaps.

Well, I'd add to it, just if you look at the bucket one companies and you adjusted for the cash from the InfoBionic transaction that we mentioned earlier, there is slightly more cash than debt, if you just summed it up, which as Mark said, it's significantly de-levered compared to, let's call it, on prior quarters. Some of that de-levering happened because of capitalization and by InfoBionic where there was a recap or recast of some debt equity. But if you zoom out overall, the bucket one companies today have more cash than debt slightly.

Another question, are the two companies that have not been out in the sale process is one of them, the one that just hired a banker? Yes. Our share repurchases possible still considering no portfolio companies are under M&A discussions until 2024. Mark, do you want to talk a bit about how we thought about share repurchases versus dividend and as well as the goal or math to get to the fewer than 300 shareholders, so we would be non-core?

Yeah. And there's a variety of things embedded in that question. There's the concept of -- and I think that the questioner getting at is, is the traditional kind of window open under about material non-public information. And that's something we would address that at the time that we're trying to make a decision about whether to do a repurchase or not. The possible place here. What we've been thought about in terms of repurchases is just to do a large repurchase like we last time requires generally more cash than we have available at this time.

And we also experienced the -- at-the-market purchases were that had a limited impact because you were just accumulating shares at a slow pace because of the low volume of the traded stock. So part of our evaluation is simply taking those couple of considerations and trying to figure out that the most expedient way to get cash and value back to shareholders was to pay a dividend to all the shareholders. And that's the path and the direction that we've been talking about three or four a couple of quarters.

We have another question on, you said revenue multiples were at the low end or about the same. About what revenue multiple ranges are you using for low end proceeds across the five companies? I would say that it's for low single digit revenue multiples. Yes. So we're reading this in real time as it so (multiple speakers)

Yeah. That's correct.

The next question, I'll let Eric think for a second about, again, the dividend amount, and I understand how people are eager to think about exactly how much that value will be. And we're trying to be careful because obviously the Board has to make a judgment decision there, and it will be ultimately a matter of judgment.

The factors that we are thinking about, yes, are continuing to hold enough funds to operate the more limited scale operations of the company for a period of time to get them to a completion as well as holding back amounts for any kind of contingency that we could think of that would exist, including potentially funding the company, although we don't expect any funding.

We've also talked about -- I know the metric has been put out there about 50% of year-end cash after a couple of adjustments. But we still don't know exactly how much cash we're going to have at the end of the year. And we don't think it will be substantially different than where we're at, but we don't know. So those are the parameters that I would provide to you without actually telling you a number or a value of what the dividend could be. But we're discussing the range of our options with the Board on that front.

Yeah. And I'll just add a couple of comments to it. So firstly, one of the design parameters and the reserving the cash, let's call it the pull back cash is that it needs to be sufficient that cover the operations portfolio wind down, regardless of when the next exit occurs. So we're not coming up with a cash number that assumes in June of next year, X million is going to come in to help cover it. So we want to come out with the quantum of cash that will cover the complete operation support, wind down contingencies, et cetera. So that's how we're thinking about it from that standpoint (multiple speakers)

In that context, that part of that question and maybe I read it a little closer to that. It should be assuming the distributions in the future have become -- rather monetization in the future would float for the most part, down to distribution. And the math that we just outlined would say, yes, but it's always hard when you're looking at the future. Some other contingency may arise that the Board at that time would need to consider. So I don't want to pin them in on that, but if it's going perfectly then it should be in that ballpark.

That is the goal. Another question, I think we're up question number 12. Can you speak a bit about the confidence level of the two-year monetization timeframe given there right now for bucket one companies. We don't have a real time line.

There was another question that related to that around front-end weighted versus back-end weighted proceeds based on our internal, based on our estimates. I think given the fact that we have one company go into market we have no companies in the market. Now of our buckets, bucket one, companies to five. And we have one going to the market in January. And if you look out over, call it a 27- , 28-month period by the time you start 24-month periods in June 1, I think you would just assume that, that those exists would be recurring feature in the second half of that period more than the first half, where we're sitting today.

Now things do change, as I indicated, we have been having some conversations with some secondary buyers around seeing if there's a bid for any of our positions. We've also been working with one of our companies on potential recapitalization, the proceeds of which could be used to take us out. So we're working from all possible angles to monetize the investments, but from a hiring a banker and going out, I would say it would be the second part of the coming 24 months.

Well, Eric, looking at another question there, one of the next question, we have had another question come in about the revenue rates, about which companies are growing the fastest and I'll add more to what we've said earlier. Similar to what we've seen last quarter or the last few quarters, Moxe and meQuilibrium as well as Clutch, all three of them on a trailing 12-month basis have experienced diverse and tightened good growth. But that period ended June 30, and then I think I would refer to it in Eric's comments, we've had sort of varied results since then. Some of the September numbers are still kind of shaken out. We had -- but each of those three have had over 20% growth.

Question 14. Given one of each shareholders in these portfolio companies, can we drive monetization timelines? That has been a -- it's a great question. It's one that we've been working with for the last three years. And what I can say is that in each of our companies, we have very good alignment in terms of among our peers, and management, and the other investors, in terms of how long we want to be in the investment. So other co-investors are similarly -- these are the -- the whole periods have been long, relatively long.

So there's alignment to exit. The decision to exit is really less of our people, or the management, and the stakeholders who are aligned to exit. It's really more of the opportunity, scalability valuation. The company is putting up the types of metrics needed to attract buyers in a reasonable way. So that's less of the issue about how to drive monetization timelines because there's alignment.

And, Eric, we have another question come in about the range of proceeds, particularly the low end of the proceeds with respect to InfoBionic moving into bucket one. So -- and I will tell you that we made that full range estimate last quarter. When things were in flux with the one company. And we've updated it again this quarter from a bottoms up analysis. And as you might expect, there's not a perfect level of any of these things vary within the portfolio, even from the estimates. And we just, we still have come up with the same range. It just has not moving InfoBionic in there.

Yes, I would say, it may give you some more confidence at one end of the range, but it's not something in and of itself it's going to move you from the range significantly or within the range significantly.

Yeah. And I'll add to that. When we did this analysis last quarter, we had some probability weighting of the InfoBionic achieving a recap and a set of outcomes. So that wasn't necessarily in a zero last quarter and a big number this quarter. There was a number that reflected the probability of the recap getting done. And the second thing I would say is with a 5% ownership stake, which is what we have -- it doesn't -- it moves the needle given where our stock price is and what we're trying to do, but it doesn't swing as much as some of the other companies will have larger ownership stakes.

I would pause there for a second. Operator, were there any other questions on the line?

Sherry Rubenstein, Private investor.

Hello. Am I on?

Yes, you are. Hi. How are you?

I'm really new to this. I don't quite understand. I only have 83 shares. So I'll be cashed out, what does that mean exactly?

If you end up being cashed out, then your brokerage account would simply receive a check, cash, and the price outlined in the proxy, $1.65 per share.

$1.65 per share. Because right now, it's only $0.98,

Correct. Yes. The cash out price is at a premium to today's trading price.

So am I best to wait until you cash me out or --?

Well, I need to avoid giving individual investment advice.

Okay. So I should ask my broker that. So right now, if I sold it, I would be getting $0.98, if I wait when you'll be cashing out?

If this transaction is approved by shareholders, we would expect that to occur on around December 15.

December 15. Okay. So possibly then I could get $1.65 a share if I just wait until then? Is that correct?

That is correct. That is correct.

Okay. And may receive the check, it's a brokerage, I have E-trade. Is that that the way it works for checks or then -- ?

Yeah, that would all be handled through your brokerage account.

Okay. Alright. Then I'll give them a call. Thank you for all the information. Because that's confusing to me.

Yeah, I understand.

There are no audio questions left in queue. I will turn it back to management for closing comments.

Yes, we have one more. Question number 18. At what point would you expect to have clarity on whether it's declared to continue to trade OTC or not? So as we said, we're starting to work with OTC, depending on there are different levels within OTC. You need a market maker and so forth. So we have every incentive to try to make that happen, make that work. So we'll do everything we can to see if we can get market-makers, to see if it can trade on OTC levels. There's no assurance that it will.

Obviously, keep in mind that if we're not reporting company, so we'll not be filing the equivalent of 10-Ks or 10-Qs. Then it's going to trade differently than a proper Nasdaq listed company with Ks and Qs, although our current recent trend has been quite limited for episodic, if you will. So we'll do everything we can to try to achieve that. At this point, we can commit to trying. We can't commit to having it done, subject to things that we're working on.

Okay. It looks like that was the last question. So just to wrap up, I want to thank you for joining us on our call today. Please contact us if you have any questions. We'll either answer the questions directly or if you will put me in touch with Computershare, whoever else to try to help you understand the transaction and address any questions or concerns you have. Thanks a lot. Have a good evening.