CLG announced that the exclusivity period for Adamantem to do Due Diligence has now expired (following an extension) and that there is at this time no binding agreement for the $0.27 indicative proposal to buy.

Hopefully it will fall through and they will get back to running the business and look for offers which are not as opportunistic (below a price it traded at within the last 6 months).

I should have known you get rubbish management for a rubbish company...

22-Nov-2024: The ASX free broker reports/updates/notes email today contained links to two updates from CG (Canaccord Genuity) on CLG.

You can access the list of free downloads here (ASX website version of that email - note: that link will only work for one week, until the ASX send out the next email next Friday), or use the specific CLG update links below:

CG Update 2 on CLG: Lowering Recommendation: "Adamantem Capital makes an approach" [19-Nov-2024] [price target = 27 cps]

CG Update 3 on CLG: Company Update: "All Change!" [21-Nov-2024] [maintains PT of 27 cps]

Disclosure: Not held.

https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02882384-3A655949

Today CLG received a NBO of $0.27 from Adamantem Capital to acquire 100% stake in the business, a premium of nearly 50% of the share price.

I've had strong conviction in CLG for some time and not sure how I feel about this outcome. Based on my estimate of forward earnings, the proposed purchase price represents a PE of around 8-10x (if my expectation of $15-18m earnings is true) or 12.5x based on last years earnings (which included a significant amount of amortisation expenses)

I am eagerly awaiting an update at the upcoming AGM to hear about their trading update, but was expecting with all the expansion into more european countries and potential refinancing at a lower rate (than 11.5%) their future earnings potential would be significantly higher.

If CLG are open to a takeover, I am hoping that there would be more competition as I think they should be somewhere in the 35-40c range if you look at future earnings.

I am very happy that I will get some capital gain if this eventuates, but am I being too greedy wanting them to grow the business more before selling out? Would be keen to hear from other strawpeople on what they think

Close the Loop delivering on global IT refurbishment opportunities (announcement)

Claude.AI gave me a nice summary, I will add comments below:

The attached announcement from Close the Loop Limited (ASX: CLG) provides updates on the company's strategic growth initiatives and geographic expansion plans. Here are the key highlights:

1. Geographic Expansion: Close the Loop is exploring opportunities to expand its footprint and establish new facilities in the US, Europe, and the Middle East over the next 12 months to better serve its global clients and support its growing operations.

2. HP Renew Solutions: The company has broadened and deepened its relationship with HP Inc, specifically with HP Renew Solutions, a new HP business focused on refurbishing and reselling computers and printers. Close the Loop has been appointed as the first Platinum Global Certified Renew Partner and won the HP Renew Solutions Launch Partner of the Year Award.

3. New Mexico Plant: Close the Loop will open a new IT refurbishment plant in Mexicali, Mexico, by October 2024, to expand its processing capacity in North America, driven by the growth in the volume of printers, monitors, and other electronic devices requiring refurbishment and resale.

4. Circular Planet Expansion: Close the Loop's Circular Planet initiative, a multi-vendor print consumable take-back program in Europe, has been expanded into Spain and Portugal. Additionally, HP Inc. has joined the program, which already includes several other OEMs.

5. TonerPlas Grant and New Plant: The company has been awarded up to $2.2 million in government funding, which will be used towards the commissioning of a second TonerPlas facility outside of Victoria, Australia, over the next 12 months. The existing TonerPlas line in Reservoir, Melbourne, will be relocated to a new site in Victoria to mitigate the risk of operating it within the same facility as the IT refurbishment operations.

The announcement highlights Close the Loop's focus on expanding its IT refurbishment business, nurturing new OEM relationships, and capitalizing on the growing demand for certified refurbished products and circular economy initiatives.

My Comments

This addresses a big question I had, what they were going to do with all the cash and debt facilities they had on hand (see my valuation from 7/3/24, debt facilities detailed at the bottom). I was concerned that a buying spree was about to be unleashed, but using it to expand existing operations is a lot safer and a validation of those existing operations.

The new Mexico plant (right on the southern US boarder, about 150km from San Diego) taps into cheap labour which is a significant part of the refurbishment business costs. Expanding operations in Europe offers good growth. The TonerPlas grant is a great win, but they are also flagging the need to relocate existing operations due to industrial zoning issues – a non productive cost that just has to happen.

FY24 guidance looks intact, but almost everything announced is an FY25 impact, so without any figures other than the $2.2m grant, I have nothing to adjust my valuation on. Capital spending is going up by possibly a lot in the short term, but operating income increases should follow – at this time I expect it to be neutral or positive to value until I get more info.

Disc: I own RL+SM

·      March 2023 ISP Tek Services US$66m (A$99.7m) ISP Tek Services LLC. and Captive Trade Corp. are leading refurbishers and distributors of consumer electronics within a blue-chip customer base that has helped deliver phenomenal growth in its last two years of trading. ISP Tek Services LLC is an HP Remarketing Partner and Authorized Distributor, as well as a third-party refurbisher (TPR) for Microsoft, Samsung, LG and other industry-leading manufacturers. It refurbishes high volumes of off‐ lease or previously-owned computers as well as inkjet, LaserJet and commercial printers. Products are obtained from OEM’s return route channel and mass retailer returns, plus a variety of different sources including excess inventory, bulk purchases, customer returns, cancelled orders, damaged products, and demo products. ISP Tek Services then refurbishes these products and re‐sells to the education, healthcare and private sectors, as well as providing a marketplace for direct-to-consumer sales, utilising its signature highly automated processes to reduce reliance on skilled labour and maximizing accuracy. https://announcements.asx.com.au/asxpdf/20230317/pdf/45ms8t97q7bjw7.pdf

·      January 2023 In-Plas Recycling (“In-Plas”) US$4m - headquartered in Cincinnati, Ohio, In-Plas Recycling is a recycler and processor of post-industrial scrap, pellets, regrind and by-products, and also sells a broad range of recovered plastic products on the market. In-Plas operates at three sites located at key customer facilities. In-Plas works with a variety of thermoplastics and operates across multiple sectors including automotive, manufacturing and pharmaceutical. It provides bespoke solutions to maximise scrap value, create landfill costs savings and increase closed-loop recycling capabilities. In-Plas also provides verifiable destruction, rendering as unusable products such as automotive assemblies, retail and pharmaceutical packaging, CDs, obsolete signage and VCR tapes. https://www.asx.com.au/asxpdf/20230117/pdf/45kq47mz3rfz0m.pdf

·      July 2022 Alliance Paper $1 - is a leading Australian supplier of thermal paper and associated paper products and services. It is the largest and longest-serving supplier and converter of paper roll products in the Australian market. Alliance offers a range of BPA and phenol-free thermal receipt rolls and other paper products which are recyclable, supplying leading Australian supermarkets as well as several leading brands including KFC, McDonalds, Nike and Bank of Queensland. https://www.asx.com.au/asxpdf/20220726/pdf/45c58qcmmcdwz2.pdf

·      February 2022 Crasti & Co $5.85m - is one of Australia’s largest Flexible Intermediate Bulk Container (FIBC) and bulk packaging supplier. Crasti & Co. is a market leader in ensuring that all its FIBCs meet stringent Australian safety standards and has led the industry in developing these strict standards over many years. https://www.asx.com.au/asxpdf/20220207/pdf/455qf52rl7pjx0.pdf

·      December 2021 Oceanic Agencies $3.24m - is a Queensland-based business and a major Australian supplier providing both packaging and materials handling for the aquaculture, wild caught and post-harvest sectors of the seafood industry. Oceanic supplies some of the largest seafood companies in Australia with custom-printed commercial packaging, insulated bins, flexible plastic packaging and plastic tubs and crates. It is also the largest supplier of insulated bins in Australia and is the exclusive distributor for three globally recognised brands of insulated bins, and the only local distributor of three innovative sustainable packaging brands. https://www.asx.com.au/asxpdf/20211207/pdf/453wd3731xqll3.pdf

Close the Loop Management

Inside Ownership                   Ordinary Shares    %CLG Issued          Net Value at $0.30

Greg Toll                                  3,600,000                    0.68%              $1.08M

Joe Foster                                65,008,920                  12.22%                        $19.5M

Marc Lichtenstein                   4,500,081                    0.85%              $1.35M

Lawrence Jaffe                        68,316,294                  12.85%                        $20.495M

Grant Carman                         1,250,000                    0.24%              $375K

Sammy Saloum                       45,116,616                  8.48%              $13,535M

Total                                        187,791,911                35.31%            $56,338M

Greg Toll - Non Executive Chair

Appointed director of Close the Loop in 2017.Before joining Close the Loop, CEO and Executive Chairman of Clean TeQ Holdings (ASX: CNQ) – appointed as CEO in 2007 then to the chair role, which he held until November 2013Holds a bachelor of science (veterinary) degree with first class honours and is a graduate of the AICD

Joe Foster - Group CEO

More than 40 years experience in the flexible packaging industry, with experience in engineering, production, technical, sales and marketing.Global view of packaging world due to running own businesses spanning across countries in multiple continents. Fellow of the Australian institute of Packaging and Co-Founder of O F Packaging.

Marc Lichtenstein - CFO

Joined Close the Loop in 2017 as CFO. Has led and worked in a number of senior roles in range of listed and private companies across a wide range of industries for more than 25 years.Extensive experience in leading business through significant periods of change. Chartered Accountant, Chartered Secretary and Graduate of the AICD.

Lawrence Jaffe -Executive Director /Chief Commercial Officer

CEO and Managing Director of RPM Australasia until 2015 and stepped down when the company sold off its largest divisions . He remained on as Non-Executive Chairman until the company listed on the Stock Exchange and now Strategic Director for the Group. In 2016, brought together the founders of O F Packaging, becoming CFO and executive chairman.

Grant Carman - Non- Executive Director 

Over 30 years experience in corporate finance. Previous roles included CFO for ORIX Australia, GM Finance & Shared Services NAB, CEO of National Australia Corporate Advisory, Director of Acquisitions at Ferrier Hodgson CA, and Group Financial Controller at Faulding. Currently Non- Executive Director of RPM Automotive Group (ASX: RPM).

Sammy Saloum - Non- Executive Director

For over 25 years, Sammy Saloum has been a leader in omnichannel retail, merchandising, marketing, financial services and reverse logistics. Sammy has developed a global network in all aspects of retail, managing billions of dollars of profitable growth. As CEO of ISP TekServices LLC, Sammy supported some of the world’s largest consumer electronics businesses through leading circularity, reuse and re-manufacture services in the US, culminating in the acquisition of the business by Close the Loop Ltd in 2023. Prior to this, Sammy served in Sr. level executive positions with key brick and mortar retailers including RadioShack, CSK Auto and CompUSA Inc. He has a reputation for delivering strong revenues and profits, and positioning existing businesses for sustainable growth in both US and International markets.

Michael Welton - CEO of North America

Michael is an industry veteran with over 30 years’ experience in sustainability. Previously, as President of Environmental Reclamation Services (ERS), he led the growth of the company to U$50 million in annual revenue in under eight years, culminating in its acquisition by Clover Imaging Group in 2009. As an executive member of Clover Imaging Group, Michael managed global recyclables collections as well as its eCommerce platforms. Michael holds a bachelor’s degree in computer science and mathematics from Gannon University in Erie, PA.

Tom Ogonek - CEO of Close the Loop Plastics Recycling USA

Joined Close the Loop in 2011 and oversees all aspects of global operations. More than 20 years of operations experience and environmental industry perspective and is responsible for driving continuous improvement of operating efficiencies and facility management in all global operating centres.

Here's a summary of today's meeting (with some help from my AI mate Claude)

Close the Loop operates in the "circular economy", with a mission to minimize landfill waste by recycling materials into new products and packaging. Founded in 2001 as a specialist collector and recycler of printer cartridges, the company has significantly expanded its scope to include a wide range of materials such as soft plastics, batteries, cosmetics, and electronics. In late 2021, Close the Loop merged with OF Packaging and listed on the ASX, marking a significant milestone in its growth journey.

The company's core focus is on keeping products in circularity through refurbishing, remanufacturing, and recycling. Something that is seen as increasingly important by consumers and corporates that are facing increasing ESG pressures.

The company has established an extensive network of over 200,000 collection sites in North America, 60,000 in Australia, and more than 40,000 across Europe. By working closely with major OEMs (Original Equipment Manufacturers), the company collects and refurbishes products like printer cartridges and consumer electronics, helping these OEMs meet their sustainability targets and comply with increasing regulatory requirements, especially in Europe.

One of Close the Loop's key strengths is its ability to scale up operations without significant capital expenditure. The company's existing facilities have ample capacity, and by adding extra shifts, they can substantially increase processing volumes. This operational leverage allows Close the Loop to improve margins as volumes grow -- that at least is the theory.

Acquisitions have played a crucial role in its growth strategy. The company seeks out businesses that fit within the circular economy and can be integrated with their existing operations, and are judged on a pro-forma basis (but they have tended to pay 3-4x EBITDA anyway). They Stressed several times that they were NOT a roll up.

The CEO sees tremendous growth potential for Close the Loop, particularly in the North American market, with the company well-positioned to capitalize on the growing demand for recycling and refurbishing consumer electronics, driven by both consumer sentiment and regulatory pressures. By leveraging its strong relationships with major OEMs and its expertise in the circular economy, Close the Loop aims to become a half-billion-dollar business within the next 2-3 years.

We also touched on the company's capital allocation strategy, with management emphasizing the importance of maintaining flexibility and choosing the most appropriate funding option based on the opportunity at hand. Close the Loop's strong free cash flow generation provides afoundation for both organic growth and strategic acquisitions.

When asked "what does the market misunderstand" (shares are on a very low earnings multiple as others have noted), they said investors may not fully grasp the scope and scale of their operations in North America, particularly in the consumer electronics recycling space. They highlight the company's ability to refurbish and remanufacture products within a 30-day window, a concept that is not well-established in the Australian market, making it challenging for investors to draw comparisons.

There was also some underappreciation of the depth and strength of relationships with key customers, such as major OEMs. They also said investors may not fully appreciate their ability to significantly increase production volumes without substantial capital investment.

All told, I personally find it good to see the leadership team with significant skin in the game, and a lot of industry experience (the CEO was the co-founder of OF Packaging that was acquired by CLG when it listed). And there really does seem to be a very big disconnect between the growth potential and the market multiple -- although perhaps that's not unreasonable given that much of the growth as a listed company has been nullified on a per share basis due to the issue of new shares. But if we even see a modicum of growth on a EPS basis in the coming years, it's easy to see the potential for a meaningful re-rate.

On the other side of things, they didn't really answer my question on the economic rationale for customers. Is it just good vibes and ESG virtue signalling that is driving sales, or is there a genuine economic driver for their customers?

The CFO said they work with OEMs to develop "takeback programs" for products like laptops, ensuring that Close the Loop can refurbish and remanufacture these products as soon as they are returned, sometimes within hours of a new product launch. Also, customers benefit from Close the Loop's expertise and infrastructure, which allows them to focus on their core business (e.g., sales, marketing, and R&D) while Close the Loop handles the complex reverse logistics and recycling processes.

Anyway, it's one i'm adding to my watchlist.

Some insights into what drove the selling pressure that started on 8 March with Challenger (Greencape Capital) disclosing it sold 14.6m shares via either it’s nominees JP Morgan or Citicorp. The date of the sale is 12 March but given volumes on the day were 1.7m I assume it covers sales back to the release of results on 28 February which is the only way to get to the number of shares sold. 

Or it’s a block trade that is not recorded in the trade numbers yet (which may also explain the $0.29 price which is well below the average for the date range), but wouldn’t explain the on market volumes unless it’s the buyer of those share that had the opportunity to sell at a higher price before buying at $0.29 (like that ever happens!).  The timing just on or after the half year results release gives a hint that it maybe an insider or someone who has similar trading restrictions – will have to wait for subsequent disclosures, but no other indication at this point.

JP Morgan and Citicorp nominees has a total of 11m shares at IPO ($0.20 per share), and Challenger reduced it’s position from 33.2m (7.96%) to 27.8m (5.23%) so had bought most of it’s position post IPO. A healthy gain on sale and still a significant position, but it could be a case of “right sizing” the position, needed capital elsewhere or based on valuation… they probably wont tell!

My current take is that it’s a relatively small shift in positions by relatively large holders in a low liquidity stock – hence they are paying a liquidity premium. That is it’s just volatility in price rather than a shift in value. Hence I am happy to top up at the discount.

Disc: I own RL+SM

Close The Loop has significant selling pressure today – obviously the market disagrees with my valuation published yesterday! So, I doubled my position at 30c, somewhat surprised when my low-ball offer triggered.

So currently the market is valuing CLG on less than 7x FY24 expected FCF. PE is under 10 adjusting the Comsec PE for today's price move. 

Looks like someone with a large stake sees better use for the money. IPO investors are still up 50% and given a lack of dividends, insiders may need some cash… Will be looking for change in ownership declarations coming up.

Disc: I own RL+SM

Value on ISP Tek Service acquisition (43-56c): Some ways to look at the post-acquisition value based on the company presentation of the deal and expected outcome.

·        Firstly share count changes: 44.6m shares for part of the consideration, capital raise 1 for 80m shares at $0.33 and capital raise 2 for 56.4m shares at $0.33 (total A$45m raised from sophisticated & professional investors…hmmm). Plus in 2026 a possible US$15m of shares at $0.74 from convertible notes, which doesn’t impact the current capital structure (just a note).

·        So the transaction will result in shares have gone from 335m to 516m, adding A$37m net debt (per proforma balance sheet), hence EV at $0.35 per share will be A$218m (M cap 181m+net debt 37m), if they are able to achieve the post-acquisition NPAT of A$23.8m then it’s trading just under a P/EV of 9 and a PE of 7.6. 

·        It is also expected to be 100% accretive on an EPS basis, which for H1FY23 was 1.2c for the half year, so full year doubled is 4.8c which at the current price of $0.35 per share gets us back to the PE of 7.3. I think a PE of 10 or more is a reasonable expectation, which if it gets to that in a year is $0.48 and discounted at 10% is worth $0.43 today.

·        In total US$15m of 3 year convertible notes are being issued at a 4% interest rate and convertible at $0.74. That’s not a great rate of interest for the bearers unless they think they have a good chance of upside on the conversion, but the conversion is at over double the current share price. If we take $0.74 as a reasonable value in 3 years, discounted at 10% it is worth $0.56 today.

·        So a value range of 43-56c could be justified out of the deal, it also justifies “sophisticated and professional investors” being interest to buy at 33c. This just a perspective on value from the deal and ignores both the opportunities and risks for the business going forward that come from the deal.

Announcement (17/3/23): Close the Loop Group to acquire 100% of American refurbished Electronics business ISP Tek Services registered in Southlake, TX, USA. Anticipated completion date of 28/4/23

Disc: I own in RL