Forum Topics XRG XRG EGM Valuation Opinion (31/3/25

Pinned straw:

Added 8 months ago

Included in the notice of Extraordinary General Meeting (held 30 April in Sydney) released today is an independent opinion by Titan Partners of the deal which was that it was “not fair but reasonable”. It was not fair due to the controlling interest acquired but reasonable due to the 39% premium offered.

The analysis of the business which starts from page 30 and well worth reading for those interested in the business – I picked up a few new things.

Including about Mr Baxter, I hadn’t realised he was the guy from Shark Tank Australia:

Mr Baxter is an Australian venture capital investor and entrepreneur, with a focus on innovation and technology. He was previously featured on Shark Tank Australia from 2015 to 2019 and has founded and exited a number of companies. He founded TEN13, a tech startup investing platform as well as Beaten Zone Venture Partners, a venture capital fund dedicated to investments in Australian sovereign legal defence technology.

https://en.wikipedia.org/wiki/Steve_Baxter_(entrepreneur)


The valuation is a regulated (RG111) formulaic academic piece of garbage (capitalisation of revenue methodology for Enterprise and Net Asset for Entertainment) you expect from an independent valuation with no consideration to the growth of the Operator XR (Enterprise) business, which holds almost all the value.

Total Value: $21.9 - $27.1m (3.84 to 4.74 cents per share) sum of parts approach.

Enterprise based on revenue between $3.6m (the ARR) and annualised reported revenue of $4.3m times a multiple of between 4.2 and 4.8 times based on the average of spurious comparable transactions of a wide range to get a value of $15.1m to $20.3m

Entertainment net assets of $15.3m attributable to the Entertainment business alone.

Adjusted for net cash/debt of -$8.5m


The only interesting part of the valuation is the net asset value of the Entertainment business. If they could realise that into cash that would be a game changer. The FREAK business is almost none of that, it’s all iFly, which isn’t up for sale as yet – sooner the better in my books.

Disc: I own RL+SM

Wini
Added 8 months ago

@Tom73 Checking some notes from a call I had with Wayne a few months ago, you are correct very little value is ascribed to FREAK. He made a comment that iFly was valued at $18m on the balance sheet but realistically they were looking to cover the debt ($9m, this was before Baxter conversion) and a bit more for working capital.

My read is iFly may be sold for $10-12m and FREAK would simply be ceased when leases end.

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Tom73
Added 8 months ago

Thanks @Wini , all makes sense and if they got a total of $10-12m from exiting the Entertainment businesses that would be just fine. A figure under $9m you would wonder if it's not worth just keeping iFly and the positive circa $2m cash it generates each year - assuming that will continue and significant capex is not required any time soon.

It's a little disappointing that they would just walk away from the FREAK business, but on reflection it is probably more a hope they would get something for it (or it not cost anything to shut down). It's at best a break-even business and would require continued support from Red Cartel or an equivalent... Franchise opportunity??? also probably a bad idea, just a distraction for management.

Cheers

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UlladullaDave
Added 8 months ago

It's a little disappointing that they would just walk away from the FREAK business, but on reflection it is probably more a hope they would get something for it (or it not cost anything to shut down).

It's a tiny business and operates at breakeven. It's very difficult to find a buyer of those sort of businesses, at that size where there isn't a turn-key sort of "buy yourself a salary" opportunity. FWIW, for franchising to work the sites that are open now would have to be wildly profitable in order to prove their was an ability to replicate and sell the system.

I watched the SM interview a few weeks ago. I would be surprised if the entertainment businesses are not sold/shut within the next 6 months. They barely discuss it and you can see in their presentations how it's hardly mentioned. I bought a bit on the expectation that a cap raise is off the table with the sale and the debt conversion and the price was cheap.

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Tom73
Added 8 months ago

I agree @UlladullaDave that a cap raise is not likely on the cards now.

As part of last years AGM they approved an additional 10% placement capacity which on top of the 15% allowable gave them the option to issue 140m additional shares (25% of the company) by 22 November 2025. The Birkdale debt conversion takes up 92.6m shares leaving just 48m they could issue, which is $1.9m at todays close of $0.04.

They have an additional 1m facility for their Causway debt and are cash flow positive, so I don’t see them needing to raise for working capital. An acquisition is always a reason to raise, so never say never.

As an aside, it looks like it was quite a buy day for XRG today, 2.4m shares and the price up 14%, mostly a late day rush by a big buyer (well big for XRG). 1.3m of the trades were XT, which means they were cross trades, buy and sell orders via the same broker. Probably means nothing but just interesting given the volume spike today without news.

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