Qoo10 Pte. Ltd. (LOGC) Earnings Call Transcript & Summary

Good morning, and welcome to the ContextLogic Transaction Call and Webcast. [Operator Instructions] Please be advised that today's call is being recorded. I will now turn the call over to Ralph Fong, Director of Investor Relations at ContextLogic. Thank you. You may begin.

Thanks, Todd. Good morning, everyone. I'm Ralph Fong, Director of Investor Relations. Welcome to ContextLogic's conference call to discuss the announcement we made this morning. The ContextLogic will be selling substantially all of its assets to Qoo10. Providing remarks on the call today are Tanzeen Syed, Chairman of the Board of Directors; Rishi Bajaj, an Independent Director of the Board; and our CEO, Jun Yan; daylong with our CFO and COO, Vivian Liu, will be available for questions during the Q&A session on the call today. Questions may be submitted in writing via the webcast portal. We have allotted 30 minutes for today's call. In any event, if we did not get to your questions, an investor FAQ will be made available on our website. Supplementary information has also been posted to our Investor Relations website for our friends. The remarks made today include forward-looking statements regarding the proposed transaction and related matters, including other -- including among other matters in the transaction time line, the impact of the transaction on shareholder value and to drive strategic growth and our ability to utilize NOLs and other tax attributes. Our actual results may differ materially from the results implied by these forward-looking statements if certain risks materialize or assumptions proving correct. Forward-looking statements involve risks and uncertainties, which are described in our periodic and other reports filed with the SEC. Any forward-looking statements that we make on this call today are based on our beliefs and assumptions today, and we disclaim any obligation to update them. With that, I will now turn the call over to Wish's Chairman, Tanzeen Syed.

Thanks, Ralph, and thank you all for joining us today. When the board embarked a review of strategic alternatives last November, we were committed to leaving no stone unturned. We also heard from shareholders, desire to identify a path to enhance and ultimately maximize value. With assistance of outside financial and legal advisers, we undertook a comprehensive review of our business conducted outreach to nearly 40 potential partners that deep dive into our stand-alone prospects and evaluated all strategic options that were available to the company. The conclusion of our month-long process resulted in the transaction we announced this morning that ContextLogic will sell substantially all of its operating assets and liabilities, primarily comprising our Wish e-commerce platform to Qoo10. Qoo10 is a privately held Singapore-based e-commerce platform operating localized online marketplaces in Asia. The Board believes this transaction will effectively reduce the cash burn in the remaining business entity to near 0, monetize its operating asset at the highest value possible, preserve $2.7 billion of NOLs, and to take value for shareholders. Let me run through the high-level details of the transaction structure, before turning it over to Rishi to talk a bit more about why the Board believes this transaction is the best path forward for Wish. Joe will then share his perspective on how the deal will positively affect Wish users and merchants as part of the Qoo10 portfolio. Turning to the transaction. As I mentioned, ContextLogic has agreed to sell substantially all of its operating assets and liabilities, principally comprising our Wish e-commerce platform to Qoo10 for its own consideration of approximately $173 million. These assets include the Wish platform, technology, logistics infrastructure, data capabilities, and branding as well as cash on the balance sheet. The purchase price reflects cash and marketable securities, less settlement of liabilities, ongoing operating losses, and other costs and expenses associated with the transaction and post-closing integration. The resulting purchase price is $173 million, which is subject to certain cash adjustments and represents a 44% premium to our current equity position. In making our determination, the Board received significant guidance in the value and use cases for the NOLs to create future shareholder value. The Wish Board believes that pursuing an asset sale has preserved the value of the NOL and is preferable to an equity fell in which NOL will have no value to a buyer or essentially cancel the value of this asset. In connection with the transaction, the Board also intends to explore the opportunity for financial sponsors to help the company realize from NOLs. Let me now turn it over to Rishi to talk more about the Board's process. Rishi?

Thanks, Tanzeen. I'm Rishi Bajaj, most recently appointed Independent Director of the Wish board. I'm also the Co-Founder, President, and Chief Investment Officer of Altai Capital Management, an independent value-oriented private investment firm, focused on both credit and equity opportunities. I joined the Board at the end of November and spent my first day is getting up to speed on the company and the work that was being conducted by the Board and our advisers and the alternatives being considered. I was encouraged to see that prior to my joining the Board, the company's financial advisers reached out to nearly 40 potential parties and was working very hard to consummate a value-maximizing transaction. Early my tenure on the board, we brought in additional advisers to help us better assess the stand-alone prospects of the business under various scenarios. These encompass selling parts of the business and/or scaling down the business dramatically harvesting the operation. We also evaluated the value of non-core assets, including the company's sizable tax assets. I believe the Board and management team did a fantastic job under challenging circumstances to maximize value for shareholders and arrive at the best possible answer. We engaged for months of Qoo10 around diligence and over the past several weeks, discussed a number of alternative transaction structures in the course of our negotiations. Ultimately, the Board determined that the agreed-upon transaction structure, which provides cash to the continuing entity, while preserving approximately $2.7 billion of NOLs, which is superior to any potential structure and consideration presented in our negotiations. This transaction with Qoo10 provides a go-forward entity with cash and the ability to preserve the value of the NOLs, which the Board determined was superior to a cash transaction that would not preserve the NOLs. Furthermore, this structure provides the opportunity to work with a financial sponsor in order to maximize the value of the NOL while consuming very little cash, if any, in the process. If the outcome of that process does not result in anything, we will promptly return cash to shareholders. Tanzeen is right when he says the Board and its advisers left no stone unturned. Altogether, we believe we'll be able to achieve maximum value for investors over the long term in excess of today's valuation. I'll now turn it over to Joe. Joe?

Thanks Rishi. In our engagement with Qoo10, they have expressed excitement over the potential synergies this combination will create specifically with regard to our logistic capabilities, customer in the merchant base and the technology. By integrating the Wish platform into Qoo10, we will be creating a true global cross-border e-commerce platform to support the massive demand we are seeing in the market. Upon close, the new Wish platform will have an improved customer experience through increased product assortment and merchant selection. And for our merchants, we will be able to offer fully integrated logistical capabilities to deliver unmatched cost-efficient services with high quality control and the transparency. All that said, today is just the first step in this process. We expect to complete the transaction in the second quarter of this year, subject to the approval of our shareholders and other customary closing conditions. In the coming weeks, we'll be engaging directly with many of our shareholders to discuss the significant upside potential of this transaction. Any future investment by a strategic partner and why this is the best path forward for its shareholders to realize the value of their investment. We remain committed to connecting value-conscious consumers to merchants around the world. That's what our team is focused on today, and that's what the Wish team will continue to do as part of the Qoo10 portfolio of companies after completing this transaction. Now I will turn it back to Tanzeen. Tanzeen?

Thank you, Joe. On behalf of the Board, I want to thank you all for joining the call today. We look forward to engaging with many of you in the coming weeks and continuing the dialogue around this value-creating transaction. We'll now open the call up for questions.

Our first question will come from Kunal Madhukar with UBS.

The first would be, how does the Section 382 limitation impact NOL use? And how are you thinking in terms of the valuation that you may get for the NOLs?

Thank you for that question. Rishi, do you want to take this one?

Yes, sure. Obviously, 382 limitations means that we can't have a change of control. So we put a tax preservation plan in place in order to ensure that we don't experience a change of control. I think that there are other case studies out there, companies have maximized the value of the NOL. We have worked with our advisers, we continue to work with our advisers to maximize the or be at the value of the NOL and more to come on that soon.

Got it. We'll look at the case study. Now one of the things that one of the documents kind of mentioned is that you will acquire a non-e-commerce asset in order to maximize this NOLs. How does that -- how would that kind of work and why a non-e-commerce asset?

It could be an e-commerce asset or it could be anything. I think, that the reality is with maximizing the value of the NOL, as you are trying to combine the tax asset with a tax inefficient business and whatever that might be, it could -- there are a number of ways we could pursue the monetization of an NOL. And again, more on that, the Board is working really hard. We tried to -- we are closing this transaction. And I think the next step is to focus on the NOL, which we think has significant value.

Our next question comes from Laura Champine with Loop Capital.

Just once again, trying to get a sense around the valuation of the NOLs. I mean, under -- what's the time period that you think you'll need to recognize their value?

I think that, again, we are working really hard with our advisers to try to monetize the NOL. And I think the key takeaway is that, if we can't find the right outcome, we're going to return cash to shareholders. So this gives us the opportunity to realize that value. And if we can't, we're going to do the right thing for shareholders and we return cash. But we don't intend on utilizing much cash, if any, as we explore those opportunities.

Understood. Is there a time frame that you would use to explore those opportunities before you made that final decision on whether or not you expect to be able to utilize those NOLs?

I think it's an ongoing -- it's an ongoing question that we're evaluating and we'll continue to evaluate it. I think that if you see, I joined the Board 2 months ago. And I think the board in the midst of that was engagement process. We tried expeditiously to get to this answer. And the same -- we're going to use the same sense of urgency with respect to the NOLs.

The breakup fee is -- appears to us small relative to the value of the NOLs, assuming that they could be utilized. Is there anything special about this particular combination that should help you along in that process of monetizing the NOLs?

I'll take that, Rishi. I think, when we think about the value of the NOLs in this transaction, I think it's helpful to consider these 2 separate transactions and to a certain extent independent. The operating assets and liabilities of the company will go with Qoo10, who we think is great acquirer for the company, and we'll serve our customers and our employees the best -- in the best way that is possible going forward. And as Rishi mentioned, separately, we will pursue every avenue to monetize the value of NOLs. But I will consider them independent transactions.

Got it. So the public entity will no longer own the e-commerce platform? Or maybe help me understand the way this works.

That is correct. You should think about the public company as effectively just owning an asset that is NOLs, and all the operating assets and liabilities will be part of Qoo10 going forward.

Thank you. I will now turn the call back over to Ralph as the company will be answering questions submitted to the webcast portal.

Thanks, Todd. We are compiling questions now into buckets. Let's see, the first big bucket question is around strategic alternatives. What are the alternatives the Board has considered as part of its review? Tanzeen, would you like to take that one?

Sure, Ralph. I would say the board conducted an incredibly thorough review of the alternatives. We engaged with outside financial and legal advisers to provide us with counsel and direction in terms of path that we could undertook. As part of this review, we evaluated a number of different outcomes, including various sale alternatives as well as various structural alternatives and liquidation alternatives. Ultimately, the Board determined that the proposed sale of our operating assets and liabilities. While preserving the almost $2.7 billion in NOLs that we referenced early in the call, represents the best at board for shareholders to maximize value from our current situation. We intend to provide very detailed updates and description on the process when we file our proxy statement, which we feel -- which we expect to file in the coming weeks.

Next is similar to the first line of questions. How is this transaction superior to a whole company sale for cash, I guess, distributed to shareholders? What are the options that were evaluated?

Yes. Thanks, Ralph. I'm going to take this one. Yes, the Board obviously evaluated a lot of alternatives, and this was the most superior alternative available. I mean, I think the most important thing is that this transaction preserves the $2.7 billion of NOLs, which are a significant asset for shareholders. I mean, we want to monetize those assets. So I think this is the right thing for shareholders.

Great. And we have given some questions about whether you can share more about the strategic investment and the partners you're talking to. Tanzeen, would you like to take this question?

Our focus has been on making sure that we get to an expedition outcome for operating asset liabilities, while preserving the value of NOLs. I think with this transaction announcement we have achieved that. I think we now have further clarity on the path forward, which will allow us to engage with a number of financial partners and strategic partners on the value of NOLs. We will continue those conversations in the near term, and we'll update as we have critical information through those conversations as they come up.

Thank you. And we have a lot of employees on the call, our fellow shareholders and who are also asking questions, which include, what is Qoo10's objective for the Wish platform? Similarly they have with this benefit merchants as well as users. Joe, do you want to take that one?

Yes. Thanks, Ralph. This is Joe. I'm going to take this one. So Qoo10 is an e-commerce platform. So based out of the Singapore. So we operate localized online marketplaces in Asia. So like us, right, if you can strive to provide buyers and sellers with a diverse and enjoyable shopping experience, this platform has reached assortment of products, life experiences, and high-quality merchants, just like what I shared in the call earlier, right? So in our engagement with Qoo10, they have expressed excitement over the potential synergy with this combination, specifically with regards to our logistic capabilities, customer merchant base and technology. So by integrating the Wish platform into Qoo10, we will be creating a true global cross-border e-commerce platform to support the massive demand we are seeing in the market. Speaking of Qoo10's Founder and CEO, Mr. Ku Young Bae, he has over 20 years of experience in launching and building regional e-commerce platforms. So the Qoo10 team is also incredibly excited about the potential growth opportunity for the Wish platform.

Thanks, Joe. I want to make sure we have some time to answer questions around the NOLs and annual rates plan. Specifically, shareholders are asking why you implemented an NOL rights plan? Tanzeen, would you like to take that question?

The NOL rights plan simply protect the company's ability to use the substantial NOLs in the future. I think there was a question earlier about, sort of Section 382 and sort of how that falls into it. And I think that's how shareholders should view the rights plan. It simply protects the value of NOLs going forward.

And also in NOLs, what are the tax conditions for maintaining the NOLs, and what are -- and some of the risks to losing those? Rishi, do you want to take that one?

Yes, sure. As Tanzeen mentioned under Section 382, we can experience an ownership change. So we put a tax preservation plan in place in order to ensure that we don't experience that ownership change. So we have our advisers. We're working very hard with them to make sure that we retain the value of those NOLs that we work so hard to preserve. And I also want to note that we're going down this process of monetizing the NOL, but if we are unable to do that, we're going to promptly return cash to shareholders. So I think those 2 points are -- should be noted that one -- we're going to do everything we can to preserve the value of the NOLs. We think we obviously think that we will retain the value of those NOLs. And if we can't find a use for them, we will return cash to shareholders.

Got it. And we also got a live question in the queue, and I'm going to ask this question as this is written. How long of the process do you intend to pursue on monetizing of the NOLs after the close of the asset sale and what cash burn may be required to obtain in monetization? Rishi, would you like to talk to that?

Yes, sure. I mean, as I said, and I'll say it again, we are endeavoring to monetize those NOLs. We're going to do it in a very expeditious fashion. We're going to work as hard as we can, and we have a sense of urgency to go do that. We don't expect to spend any cash really as we do that. So the going-forward entity is going to have cash on its balance sheet. That's really the only app that it will have in addition to the NOL, there will be very little of any SG&A. So we don't expect to spend any of that cash really. Tanzeen, I don't know if you want to supplement that at all?

No, I think that covers a lot of it. I think, the goal is for the remaining operating entity, as Rishi mentioned, to be as lean and cash addition as possible, I would consider a de minimis operating expense relative to the value of the transaction. And in addition to that, we will move fast. And in case we cannot find a value-enhancing transaction for shareholders, the objective would be to return substantially the vast majority of the cash that we're raising this transaction directly to shareholders.

Thank you, Tanzeen. And with that, we will conclude the question and answer portion of our call. And yes, thank you all for joining us.

This does conclude today's ContextLogic transaction call and webcast. You may disconnect your line and close your webcast browser at this time, and have a wonderful day.