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Special Commentary
Shorts and Ladders - How we think about short selling
October 25, 2024

Ask any fund manager: Shorting is hard. Many elements make it hard to generate a positive return on shorts.  After all, in the long run most stocks go up. Even worse, when your shorts move against you, they become larger as a percent of NAV, not smaller – compounding the pain of your mistakes. So why do it? And how do we at Crossroads avoid the common pitfalls? Below is a quick primer on our approach, and an example that fits our criteria.


Our shorting framework

First is the why? At Crossroads, we are dedicated to identifying undervalued businesses and strategically positioning our hard-earned capital to maximize returns as the market recognizes their true worth. This cuts both ways, long and short. The question we ask ourselves is “If we can discover great businesses trading at prices that make no rational sense, why can we then not find the opposite?” More to the point, if we can do it successfully and manage our risk well, we are in a much better position to deliver outsized absolute equity returns while minimizing our market risk, certainly vs. traditional long-only equity strategies.

Granted, it’s true that the risk of a short position is theoretically unlimited, and your upside is ultimately capped at 100%. Yet there is more to this long/short story than investors touting that warning typically suggest. In fact, the practical reality is there are a lot more terrible companies than good ones in public markets. Better yet, we think legendary short seller Jim Chanos said it best when he wryly noted, “I’ve seen a lot more companies go to zero than infinity.” For a less tongue in cheek data point, consider that 40% of equities in the Russell 3k exhibit negative absolute returns over their lifetime, with 66% underperforming the index itself. [1]

Another key fact to consider here is that much of our time at Crossroads is devoted to assessing whether a company is a worthy undiscovered compounder or catalyst-driven “special situation” (or both) for long-term investment. Yet, the truth is for every exceptional business priced to reflect the opposite that we uncover and ultimately invest in, there are dozens of subpar ones we discard — the jetsam of our risk-averse investment process, an unavoidable aftereffect of embracing Peter Lynch’s philosophy that 'He who turns over the most rocks wins.' From our perspective then, better to use it to our collective advantage, especially considering we've already sifted through these opportunities to begin with. Why not flip the script and invert our research focus, leveraging the crème de le crème of the worst ideas we’ve come across when we have a pretty good idea of what will make that particular short candidate work – and more specifically, when? After all, time spent on research is invaluable, and the cost of missed opportunities is high. So, by shorting, we leverage our research process to full effect and maximize our opportunity set to profit from Mr. Market’s manic mood, which in turn puts us in a better position to protect our portfolio of carefully selected longs during downturns. Shorts also provide a critical source of funds in difficult times, allowing us to average down on our highest convictions longs at a time when the implied risk-adjusted forward returns are typically the best.

In any case, a beneficial byproduct of flexible thinking in this manner is that it allows us to sharpen our understanding of a business or sector and not get unmoored from determining truth, whichever way it cuts. And indeed, over time we’ve found that our track record in shorting is better than 50/50 and a net contributor to our returns against a backdrop that, let’s face it, has been anything but kind to the average short seller.

Below, we take a few minutes to briefly describe what our process looks like. Experience has taught us that perhaps the best way to begin articulating our investment framework on short selling is to emphasize what we don’t do. Here are three common short selling tactics we tend to avoid as a general rule:


1. We don’t short frauds, although we do short “zeroes.” Lincoln may have been right when he said you can’t fool all the people all the time, but frauds can fool a lot of the people for a lot longer than you might think. We prefer situations where the negatively reinforcing dynamics are so strong that any financial chicanery or other attempts to arrest the “doom loop” only delays the inevitable.

2. We avoid crowded shorts. Risks compound from the action of other short sellers, and the cost of carry can be exorbitant when fishing in crowded ponds. However, if we see a crowded short with a highly probable event path over a defined timeframe, we may look to the options market. Every now and then, we see a name that’s on its last legs, but with the options market pricing in nothing of the sort. In a case like that, rather than shorting the common equity like everyone else, options often times give us a cheaper, less risky opportunity for profit without costing us our mental health in the process.

3. We don’t short based on valuation. This may sound paradoxical, but it’s in alignment with our overall investment philosophy: We look for mispriced opportunities based on insight into a particular business’s qualitative characteristics and future prospects - and what that tells us relative to the market expectations currently embedded in its equity. Valuation in a vacuum just tells us how large a potential share price correction could be if it surprises the market positively or negatively. After all, when something is trading for a price that’s 3x crazy there is no good reason to believe it can’t trade for 10x crazy, i.e., if you don’t have a crystal-clear idea of what will bring those lofty expectations crashing down to earth in the near-term. For shorts, a high valuation on normalized earnings, with our qualitative work pointing to disappointment close at hand, is always the cherry on top – but never the whole sundae.


So that’s what we don’t do. What do we do? We are looking for businesses undergoing value-destroying change (as opposed to long ideas undergoing value-unlocking change). This change usually comes in the form of new market entrants, structural disadvantages from emerging trends, and an unwillingness or inability to address these threats. This approach lets us short at the outset, and, as the business continues to underperform, add to our position over time (sometimes called ‘laddering’, hence the title of this piece, and no, we don’t mean “short ladder attacks”) Path dependency is critical in shorting, and we believe this approach allows us to be flexible in the face of new developments without getting too offsides.

While some of our shorts have exhibited varying degrees of the characteristics above, our best shorts (or the ones that get us excited) exhibit all these. While we’re understandably quiet on most of our short book, below we take a look at one name that exemplifies our process: ZipRecruiter.


ZipRecruiter: Everything we like in a short, plus an implicit macro hedge

ZipRecruiter (ZIP) claims to be a two-sided marketplace for job seekers and employers that uses a proprietary AI to curate and improve the recruiting process. In actuality, the company is more akin to an employer-paid job advertising channel charging SMBs on a per-job-posting basis that utilizes an inferior business model that requires massive spending in sales and marketing to maintain market share. Structurally, ZIP’s revenue is the first expense cut at an employer when hiring needs fade or a downturn occurs. We could go on, but the disconnect between what ZIP claims to be and what it truly is, couldn’t be more pronounced (qualitatively speaking).

One way this can be gleamed, is by looking ZIP’s leading competitor Indeed, a business that is much better positioned to benefit from the structural trends ZIP claims to be exposed to: digital hiring and onboarding, not just job listings. In a clear sign of superiority, Indeed’s data is now used at the Fed as an input to its labor market analysis. Conversely, the area in which ZIP truly competes, job listings, is a largely commoditized “no moat” niche with dozens of other similarly undifferentiated job sites all fighting for share. Critically some of these sites provide the same service as ZIP but for zero cost to incentivize the use of other more profitable bolt-on services.

To add insult to injury, even a year after the emergence of LLMs (large language models), which offer a cheap way to implement AI solutions, ZipRecruiter still seems intent on spending over 20% of revenue on R&D (~$150M per annum) to refine “Phil,” its AI chatbot. Given that an AI’s improvements come from bigger datasets, Indeed’s larger scale relative to ZipRecruiter makes AI an unlikely basis for ZIP’s long-term differentiation, if not an outright waste of that money. Money that could otherwise be returned to shareholders rather than lit on fire chasing an impossible dream.

Other marks against ZIP include (1) its issuance of high-yield debt to fund a repurchase program seemingly designed to backstop insiders exiting than to create value for ordinary shareholders, and (2) a third-party investor relations team that had no active phone number and that failed to reply to our repeated emails.

At any rate, since the company generates earnings from what is essentially job listings, it’s a bet on the direction of job openings and labor scarcity. When we put on this short in 2023, unfilled open job listing (JOLTs) and labor turnover (quit rates) were ~2x the pre-pandemic norm, unemployment was close to a cyclical low at ~3.7%, and the Fed’s financial tightening was expected to impact the labor market last in a long series of secondary impacts. So here was a company on the cusp of getting hit with a double whammy of micro and macro trends, losing share to lower/zero-cost competitors and a reversion to the mean in job listings partly induced by the Fed.

On valuation, ZIP traded at an unassuming 10x+ adjusted EBITDA (which is mostly stock-based compensation), but this multiple reflected assumptions of unreasonably high margins just as its margins were likely to get destroyed. In short, it was much more expensive than the backward-looking headline valuation suggested. Pair that knowledge with an industry whose trough multiples of earnings in labor market downturns has averaged 5x for peers (historically speaking), and the absolute and relative downside from a one-two punch of multiple compression and decelerating fundamentals looked quite severe under most reasonable future scenarios.

Finally, the stock wasn’t on many people’s radars. Short interest was in the single digits, and cost of carry was nominal.

As such, a short thesis for ZipRecruiter hit all our marks. So how did it turn out?


Outcome and Opportunity

We shorted ZipRecruiter in June of 2023 and exited in August 2024. Over that period the share price declined ~50% from our average entry price to our average exit price. During that time, our thesis largely tracked as expected. That is not always the case, but a welcome situation none the less. While this is in line with what we like to see from our short winners, regulators would like us to remind you that this example is for illustrative purposes. There are certainly times when we are wrong and times when we are right but share price does not decline as much.

As for financial performance since taking our initial position, revenue went down ~45% since the end of 2022, with EBITDA dropping to single digits in dollar amount and margins. Sales and Marketing ran at ~45% of revenue and R&D spending amounted to 25%-30% of revenue. Driving the decline in earnings was a 35% drop in paid employers on the platform, mostly SMBs. This drop was in excess of a ~25% decrease in job openings (JOLTs) during that time period.

The company still seems quite intent on spending over $100M per annum on its AI chatbot “Phil,” but one wonders why they haven’t just bought a ChatGPT subscription and dumped in all their data for 50% of the price. This is half joking and half serious, a company sticking to ‘what has worked’ instead of the newest and most scalable solutions is typically a red flag. Meanwhile, Recruit Holdings (6098.JP), owner of Indeed, is up in both stock price and earnings, as it’s a true enabler of secular digital hiring trends.

Given its depressed earnings, ZIP trades at an elevated 18x adjusted EBITDA, with SBC running at ~80% of adjusted EBITDA and over 100% of CFO.

The consensus holds that ZIP is troughing on its KPIs – and in the near-term it might be right. However, JOLTs are still 20%-25% above pre-pandemic norms, while unemployment is at 4.1%. We may be quite far from a labor market induced economic downdraft. However, in the event of a recession, JOLTs could drop 40% to trough levels with unemployment spiking well above 5%. In that case, a 5x EBITDA valuation on further depressed earnings could result in a share price in the low single digits. So even after a poor couple of years for ZipRecruiter, there’s still plenty of downside given its weak industry position and exposure to labor market trends that have an event path skewed to the downside.


Conclusion

We hope this quick piece helps you understand why and how we short. It’s arguably trendy these days to say that value investing doesn’t work, or shorting doesn’t work. On that last point, recent reports show that short interest, the number of shares borrowed short, are at the lowest levels in decades. Yet we continue to find great opportunities and while they are few, we believe the ability to go short is another arrow in our quiver, helping us to be successful investors over the long-term whatever the future holds. Rest assured we continue to like our odds, at least that much we can say for sure.

On a final note, while this thought piece shows a successful example of short selling, it should be reiterated we’ve had plenty of shorts that were not winners. As always, feel free to reach out to discuss our full track record on shorting, ZipRecruiter, or other opportunities we’re seeing at Crossroads.


Sincerely,

Ryan O’Connor, Founder and Portfolio Manager

Daniel Prather, CFA, Director of Research




No guarantee of investment performance

Past performance of the financial instruments mentioned in this report should not be taken as an indication or guarantee of future results. The price, value of, and income from, any of the financial instruments mentioned in this report can rise as well as fall and may be affected by changes in economic, financial and political factors. Any projections, market outlooks or estimates in this presentation are forward looking statements and are based upon certain assumptions. Other events that were not taken into account may occur and may significantly affect their returns or performance. Any projections, outlooks, or assumptions should not be construed to be indicative of the actual events that will occur. Future returns are not guaranteed. If a financial instrument is denominated in a currency other than the investor's home currency, a change in exchange rates may adversely affect the price of, value of, or income derived from that financial instrument. In addition, investors in securities such as ADRs, whose values are affected by the currency of the underlying security, effectively assume currency risk.

No guarantee of accuracy

While the information prepared in this document is believed to be accurate, Crossroads Capital, LLC (the “Investment Manager”) makes no representation or warranty as to the completeness, accuracy or timeliness of such information. The Fund and the Investment Manager expressly disclaim all liability for errors or omissions in, or the misuse or misinterpretation of, any information contained herein.

No obligation to update or act on information

The Investment Manager has no obligation to update any information contained herein, and may make investment decisions that are inconsistent with the views expressed herein. Any holdings of securities discussed herein are under periodic review and are subject to change at any time, without notice.

Not a recommendation to buy or sell any security

This report does not provide investment recommendations specific to individual investors. As such, the financial instruments discussed in this report may not be suitable for all investors, and investors must make their own investment decisions based upon their specific objectives and financial situation utilizing their own financial advisors as they deem necessary. Investors should consider this report as only a single factor in making an investment decision. All information provided is for informational purposes only and should not be deemed as investment or other professional advice or a recommendation to purchase or sell any specific security.

Not an offer to invest in our Fund

This report, which is being provided on a confidential basis, shall not constitute an offer to sell or the solicitation of any offer to buy limited partnership interests of Crossroads Capital Investment Partners, LP (the “Fund”) which may only be made at the time a qualified offeree receives a confidential private offering memorandum (“CPOM”), which contains important information (including investment objective, policies, risk factors, fees, tax implications and relevant qualifications), and only in those jurisdictions where permitted by law. In the case of any inconsistency between the descriptions or terms in this document and the CPOM, the CPOM shall control. The interests shall not be offered or sold in any jurisdiction in which such offer, solicitation or sale would be unlawful until the requirements of the laws of such jurisdiction have been satisfied. This document is not intended for public use or distribution.

Other disclaimers

All trade names, trademarks, and service marks herein are the property of their respective owners, who retain all proprietary rights over their use. This document is confidential and may not be disseminated or reproduced without the prior written consent of the Investment Manager.

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Special Commentary
Google Trust Busting Update
September 4, 2024

Last September, prior to the start of the DOJ’s trial against Google’s alleged monopolization of the search market, we laid out a thesis that pointed out investors’ complacency about Google’s antitrust risks in both the search and ad tech trials. While the outcomes of the search trial were hard to handicap (until June 4th, more on that later), we saw a very compelling case and a definable set of outcomes in the ad tech trial – and most importantly, wildly mispriced publicly traded beneficiaries in the event of a Google loss. In both cases, the dominoes are starting to fall, and our thesis is coming to fruition.

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Reports and Presentations
Vistry Group (VTY.LN)
December 8, 2023

The UK housing market is egregiously undersupplied to the tune of millions of homes. However, due to regulatory impediments, high capital demands, cyclicality, and now elevated interest rates, new construction has continually failed to rectify the imbalance. As a result, there is wide support across all levels of the UK government for financial aid to potential homeowners and for initiatives to increase home construction.

Against this backdrop, UK homebuilder Vistry Group (VTY.L) is transitioning to a pure-play “partnerships” business model that combines the financial and land resources of local authorities/housing associations, the central government, and even financial institutions with those of the homebuilder to create a capital-light home construction enterprise at the center of a virtuous cycle for all stakeholders. Unlike traditional homebuilders, “partnerships”model builders pre-sell over 50% of their homes at affordable prices mostly to cycle-agnostic local councils/housing associations, shortening cash collection times and considerably reducing the business’s cyclicality and interest rate sensitivity. Vistry’s shift from a hybrid traditional/partnerships housebuilder to a pure-play “partnerships” business will not only make it the UK’s largest affordable housing manufacturer but will also drastically improve its revenue stability and visibility, return on capital, and earnings potential.

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Special Commentary
21st Century Trust Busting and Tail Risks: Investment Implications of the Possible End of Google’s Ad Tech Monopoly
September 6, 2023

On the eve of Google’s first trial versus the DOJ, in which the government is arguing that the company’s search business is an anti-competitive monopoly, we are more struck by the allegations in a second suit. This second suit brought by the DOJ, which alleges that Google’s dominant ad tech business is an anti-competitive monopoly, should go to trial around January 2024. As we’ll explain below, this is the trial to watch. We believe it has not only a higher probability of success, but also the potential for a greater financial impact on Google, as Google’s ad tech stack powers the rest of its advertising ecosystem.  

Amazingly, most investors seem to be uninterested in analyzing the risk/reward to Google’s business should the DOJ prevail in either of these suits. We’ve seen plenty of investment theses recently presented by sophisticated managers highlighting Google’s moat as a de facto monopoly without any consideration of what might happen should that no longer to be the case. And while some investors are choosing to look this drastic potential change right in the eye, we believe they’re applying elements of historical legal precedents incorrectly, leading to an intriguing endgame that Mr. Market isn’t properly discounting.  

So, if you read this intro and immediately think “The DOJ successful in breaking up Google? That’s never going to happen!” or you’re a shareholder in Google unsure of the trial outcomes, then this letter is for you (especially if you’re a name-brand investor in Google with a history of successfully hedging tail events in your portfolio).

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Reports and Presentations
ZipRecruiter (ZIP)
June 8, 2023

ZipRecruiter (ZIP) claims to be a two-sided marketplace for job seekers and employers that utilizes a proprietary AI to curate and improve the recruiting process, when, in actuality, the company is more akin to an employer-paid job advertising channel charging SMB’s on a per job posting basis, requiring massive spending in sales and marketing to maintain market share. Even worse, its substantive R&D investment into its AI-based features seems unlikely to offer ZIP any long-term differentiation versus rivals.

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Reports and Presentations
Alphawave IP
October 12, 2022

Alphawave IP (AWE) is a semiconductor firm focused on developing high-speed wired connectivity IP for data infrastructure end markets. The complexity at the leading edge of semiconductor design is necessitating a new tool kit for wired connections inside and between chips as traditional methods of scaling down wiring no longer yield competitive results. The company’s founders have extensive knowledge of this niche domain (SerDes) and have quickly developed a unique connectivity IP portfolio, already a year or so ahead of competitors, which has allowed them to rapidly gain share in a short period of time. While the company IPO’d in May of ’21 and have incurred erroneous accusations of illegitimacy/self-dealing in the press, the adoption of their solutions is expected to truly materialize in ’23 as design wins from ’19-’21 scale up into full production. With their lead in connectivity IP accelerating, Alphawave is now undergoing a transformation to provide entire connectivity chiplet design solutions in addition to licensing following the acquisition of OpenFive, a SoC design firm. This transaction should create a scaled firm in the style of Marvell as the adoption of chiplets massively increase the number of connection points within data centers/networks and therefore AWE’s market.

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Reports and Presentations
Countryside Partnerships, PLC
July 1, 2021
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Reports and Presentations
Orchid Island Capital
June 29, 2020
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Reports and Presentations
Nintendo Ltd.
January 1, 2020

There’s a lot to like about Nintendo, but ultimately we own the stock for one fundamental reason:  its “goldplated” IP portfolio.  Nintendo’s astonishingly lengthy roster of “triple-A” videogame franchises represents a formidable moat that keeps would-be rivals from eating away at the big N’s market share and profits.  And this is one moat that’s likely to last.  After all, no matter how much technological progress other videogame companies make, and no matter how efficiently they run their operations, they will never have Mario, Pikachu, Link, Kirby, Samus, Donkey Kong, or any of Nintendo’s dozens of other widely beloved characters.  Nor will they have the best-selling, industry-leading videogames those characters star in.

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Special Commentary
Letter to the Board of Directors, Sears Hometown and Outlet Stores, Inc.
August 16, 2019

To the Members of the Board:

I’d like to share my concerns with you about Transform’s plan to acquire the remaining 41.2% of Sears Hometown and Outlets (SHO) for $2.25 per share. I’m writing on behalf of Crossroads Capital, a Kansas City-based value-oriented investment manager that specializes in uncovering underappreciated, high-quality businesses undergoing transformative, valueunlocking change. I also write to represent a number of other funds and individual shareholders that have expressed interest in this letter.

As a longtime significant shareholder with a multi-year history of carefully studying SHO, engaging in thoughtful conversation with many of its senior executives, and building my own demonstrable track record of public advocacy and support for both management and Mr. Lampert, I think I have some standing to discuss the issues presented in these pages.

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Special Commentary
Market Update - November 2018
November 30, 2018

Dear Partners,  

If you’re a fan of the 1980 comedy Caddyshack, you’ll no doubt recognize the following poem, which Judge Elihu Smails proudly reads at the launch of his sloop, the Flying Wasp:  

It's easy to grin when your ship comes in
And you've got the stock market beat.
But the man worthwhile is the man who can smile
When his shorts are too tight in the seat.  

Judge Smails is hardly an admirable character. He lacks compassion. He’s quick to take offense. He’s a liar, a cheat, and a hypocrite. Yet his understanding of investor psychology is exactly correct. How many of us grin and pat ourselves on the back for our superior investing acumen when our portfolio is beating the market – only to wince and wonder what we did wrong the moment our outperformance starts to unwind? Few of us, it seems, can smile when our shorts (pants, that is, not positions) are too tight in the seat.  Since late September, the markets have been testing our ability to smile. Elevated valuations, rate hikes, a trade war with China, “quantitative tightening”, and more have coalesced in a perfect storm, sending equities sharply lower. Fear, bordering on panic, has returned.

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Reports and Presentations
Sears Hometown & Outlet Stores
January 1, 2018
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Reports and Presentations
Cision Ltd.
June 1, 2017
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Reports and Presentations
Hostess Brands
January 2, 2017
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