On October 28, 2010, Dover's management will hold a conference call. As you know, the management eliminated the question and answer session. Because they monitor this board, I would like to give investors the opportunity to join me and ask the management questions. I hope that the management will take us seriously and answer them. If you want to ask a question, please do so, but don't be rude. My questions are the following:
1. On October 18, 2010, Mario Cibelli of Marathon Partners sent the company a letter asking for the appointment of two independent directors recommended by the Company's unaffiliated stockholders to the Board. What is your response to his request?
2. In the same letter, Cibelli also asked the Company to engage a nationally recognized investment banking firm to conduct an open and robust exploration of all available strategic alternatives to maximize stockholder value, including an open and full auction process. Will the management follow his request?
3. The Memphis facility is currently listed with a broker for $6 million. What is the current status of this listing? What kind of effect is this going to have on revenues and expenses in 2011? Please be as specific as you can.
4. Currently, the Gateway facility is for sale but is it listed with a broker? If and when it sells, what kind of effect is this going to have on revenues and expenses in 2011? Again please be as specific as you can.
5. It seems that the Company is planning to keep the Nashville facility. Is this true or does the Company plan on selling it, too? If the Company is not planning on selling it, can the Nashville facility be operated in a profitable or at least in a break even fashion?
Classic Value Investors
As one of the most jaded DVD board participants, I am not surprised at all.
My experience is that situations like this have a high probability of criminal wrong-doing. The possibility of such surely has to reduce interest by outside parties, or at least cause them to drop their bid prices by a substantial margin to try to compensate.
It's going to take nothing less than legal action to crack open this casket and see the mess that's inside.
Will the Rollins-on-Rollins lawsuit be enough? I'm not sure. That's the Atlanta Rollins', and they are more peripherally involved.
Mario, please find a reason to bring a suit. It's your/our only chance.
Gentlemen they have never communicated so what did you expect? I find it amazing how the credit line isn't budging much. On an operating basis they have a balance sheet that the banks can't be happy with.
I think I saw management waving their middle finger from the mansion in Dover. Simply stunning...I can only conclude that the lack of communication is on purpose and "punishment" for realizing how badly they suck!
A sound alternative to selling this company would be for management to significantly improve operations and then implement a reverse split. A reverse split combined with upgraded operations would make sense and potentially attract more institutional interest..although one without the other might be a waste of time.
What are your thoughts on this type of strategy? Have you guys considered this? Any thoughts or comments will be much appreciated.
A reverse split wouldn't make one bit of difference in institutional interest. It doesn't change the fact that there is no dividend. It doesn't change the capitalization of the company. With two tracks it makes no sense for this to be a stand alone company. Of course it also doesn't make sense for it to be stolen from minority holders at an unfair price. Delaware law and the courts have offered protections to minority holders against self dealing management teams in recent years.
Mr. Tippie and other members of DVD management:
if you do indeed accept these questions from us shareholders, thank you. We have real money on the line and we understand that you are facing challenges in the business. Showing effort to improve communication with shareholders Will be well-received. We hope that all future actions will show clear consideration to all parties involved.
1) given that the latest offer made by you as a part of DDE indicates a willingness to explore transactions, what price would you consider acceptable by an outside potential acquirer? I'm interested in a minimum+ idea of $/share.
2) if selling the company will not be explored, what are the quantifiable targets that you will have to show improving operating metrics- and in turn improving share price?
Thank you, I look forward to your responses.
The question on Nashville is easy to answer. They have the 21 million in infrastructure bonds that sales and property taxes pay the interest on. They become liable for that if they close the place unlike Memphis or Gateway where such debts are gone. So Nashville is a millstone around their neck. Unless attendance stabilizes and stops falling the cost savings from these two closed tracks so far will be meaningless.