I'l take ownership of those comments posted on Seeking Alpha. I just haven't had the time or inclination to post here on yahoo, until now.
I will say I was VERY impressed by Skanderbeg's comments explaining and justifying the deal. I love the way these guys give you a "direct window" into their thinking process, transparent, and totally straight up. After listening to the earnings CC, I am as enthusiastic about this deal as ever...because I am certain that the financial people at Claude studied all options, six ways to Sunday. And because I am certain that Skanderbeg made DAMN SURE that Marygold is going to be a continued proven winner....and that SSRI's other properties have real and tangible value.
The way I view it, is they are "switching" Claude shareholders from something that was in the 7th innning of a fabulous run, with more "sizzle" to go, into something that will represent the "next stage" for Claude shareholders......entry into an even MORE UNDERPRICED, LARGER miner, with IMPROVED RESULTS that, like Claude, has not been given NEARLY the credit it has deserved for its success at Marygold.
My suspicion is that, once this deal is done, it will be MUCH easier to get the Street to pay attention to the story of a billion or so market cap miner, versus Claude as a stand alone. And that the multiple we are valued at will be expanded accordingly.
In short, I completely trust Claude management. These guys have some of the very HIGHEST integrity I have witnessed in the corporate space....which was just one of the reasons, at one point in my investment "career," I was willing to own 10 million shares of this thing.
Don't second guess management here; SSRI is undervalued in its own right, and it DOESN'T MATTER what SSRI stock does in the short term. What matters is what a "comparative value" for a combined SSRI/CLGRF is to other miners. And on that basis, I would readily say that this should be in the double digits within 6-12 months.
Their singing the "glory" of the new arm chair is utterly representative of their denial. They're going to "grow" the company into success, on behalf of their Italian union "patrons," instead of immediately rightsizing the cost structure. It's almost as if the people that work at the company OWN it, 100%. But that's absurd. The capital of the company is owned by its shareholders.
The scary thing is that, with Pasquale owning 60%, and his seemingly, as a 75 or so year old, being so worried and focused on his legacy, and as someone who "cares about people," he just seems willing to me, to take the company "off the cliff," on behalf of being a "hero" for his fellow countrymen. But their wage demands are outrageous, and that is evidenced in Natuzzi's HORRENDOUS financial results. The old days are OVER....but Natuzzi is TINKERING at the margins....head firmly buried in the sand. I've rarely seen a company so steeped in DENIAL.
There is simply NO mandate to be producing any furniture in Italy any more. That's the reality that the company should be confronting. Insanely, they are talking, instead, about moving production from Romania TO Italy. That's CRAZY!!
If Pasquale Natuzzi wants to continue with this cowardice, and this nonsense, and 7 years in a row of financial losses, let him do it on his own dime, and TAKE THE COMPANY PRIVATE. Then he can burn through all the remaining equity for all I care, drive the company into the ground, and let a Chinese outfit pick up the carcass out of bankruptcy. It seems, in Mr. Natuzzi's mind, perversely, that that is how he plans to "protect his legacy." (Apparently, the pressures from Italian unions are just insurmountable, psychologically, when someone like Mr. Natuzzi is so concerned about seeing himself as "caring and concerned," and a "good man.")
These situations are tragic. It is exactly the thing that drove General Motors into bankruptcy.
Why are they pandering to the Italian unions? Why are they talking about moving more production TO Italy, instead of moving production OUT of Italy? If Natuzzi's competitors, operating in the same region of Italy, are paying a FRACTION of Natuzzi's wage costs, why isn't Natuzzi talking about IMMEDIATE 10-20% wage cuts for Italian workers?
I'm convinced this management team doesn't have what it takes. Pasquale is operating this company as a PUBLIC CHARITY. He's afraid of hurting the FEELINGS of Italian unions. They totally ignore, in their earnings press release, the WHITE ELEPHANT in the room. That is beyond disturbing; it represents a breach of fiduciary duty to the outside shareholders!
They are focused on coming out with new products, as if this is going to be their salvation and deliverance, when the real problem that Natuzzi has is a COST problem, first and foremost. And they remain in STARK DENIAL over that problem.
There is NO business mandate for Natuzzi to be producing ANY furniture in Italy. (Sales of their high end Natuzzi Italia brand continue to collapse in Italy itself...because it's overpriced!!)) There is no obligation to disgusting and repulsive conceps such as "economic nationalism," or "nativism," when you are a GLOBAL company, and a GLOBAL brand. This attitude of NTZ management is totally "see-through".....and the parochial loyalties are a 100% betrayal of management's obligations as fiduciaries to outside shareholders.
They refuse to see the writing on the wall, and, as it stands now, it's going to result in the eventual destruction of a once great brand. The fact that the Natuzzi familiy owns 60% of the company shows the horrendous situation where you have a controlled entity....where the controlling person has his head buried in the sand, is living totally in in the glory of the past...and is afraid to STAND UP TO PEOPLE.
I feel betrayed as a shareholder....and as a 3% owner of the company. Management is craven.
The board has had some changes of membership...admittedly, for the better. But is it good enough, with Goldstein and his right hand man on the board? and longtime derelict "independent" director Bud Laber occupying 3 of 5 seats. And outside shareholders having NO seat at the table?
It really is a question of whether or not the board has the courage and self-respect, to do what is right. That remains to be seen. As I have said in my public filings, the company should, self-evidently, NOT be public. It should be sold to the highest bidder, taken private by the CEO, or there should be a major tender offer, at 50 cents a share, made to those shareholders who want to divorce themselves from the CEO's sordid, and destructive, reign.
I wouldn't expect the SEC to take any action. This is below their radar screens. Besides, the business judgement rule allows these guys to get away with almost anything...and they unfortunately know it.
I think it's pretty disgusting that anyone would appoint Gerald Laber to their board. I had faith in him 2 years ago to "make the difference" at SLGD (which is why he was the only director I didn't withhold back then), but he has evidenced himself to be just another in a series of "enablers" for the entrenched CEO at Scott's Liquid Gold, and I now see him for what he is: a spineless "board sitter." He listens, I will give him credit for that; but he doesn't ACT. He's too afraid to.
Please look under SLGD's filings on the SEC's Edgar web site. (Yahoo, stupidly, doesn't allow the posting of links anymore.)
In the filing, among other things, I stated my intention to vote to WITHHOLD THE ENTIRE BOARD, at the annual meeting on June 14th. I also stated my intention to introduce a resolution, calling for the board to formally put the company up for sale, and "shop" it. (I stated that any price of 50 cents per share or higher, to purchase the entire company, should be accepted by the board.) Finally, I stated that if the board does not form a Special Committee, to appropriately vet offers for the company, but continues to allow CEO Goldstein to "pocket" bids, and expressions of interest, and HIDE THEM from the board, that I will sue the board for breach of fiduciary responsibility.
Dear [bonafide independent director]:
I can't tell you how incensing [Kenneth] Scheriff's and [Jeffrey] Franklin's giving away the store to Horowitz with 2012 bonus pay was. I posted the following comparison on the Yahoo message board, and I would hope that you would share this comparison with all directors. [link redacted]
I am, frankly, appalled, that you and [the other bonafide independent director] would countenance this kind of outright RAPING of the shareholders of P&F Industries by Mr. Horowitz, and his cronies. Messrs. Scheriff and Franklin have absolutely no credibility, integrity, or self-respect as fiduciaries, when they would grant Horowitz such morally larcenous compensation. Basically, the lowering of Horowitz's base pay became a "shell game" for Scheriff and Franklin, where they could "pretend" to cut Horowitz's pay, while continuing to bestow inappropriate largesse on someone who they are quite apparently 100% beholden to.
P&F's governance will continue to be viewed as fetid and corrupt, as long as this kind of corrupt transference of shareholder wealth continues to be perpetrated. It seems the more things change at P&F, the more they stay the same. You have a brazen, shameless, and unaccountable CEO, who quite obviously "controls" certain board members. This is not operated as a bonafide public company.
No member of this board can countenance the compensation Horowitz received in 2012, and maintain their self-respect. Period.
Please acknowledge your receipt of my e-mail.
How does any self respecting board justify allowing Richard Horowitz to take a LARCENOUS 40% of this company's 2012 operating income out for himself, and 60% of the operating income taken out by Horowitz and the CFO combined? Somehow, the more things change at P&F Industries, the more they stay the same. $1.6 million in compensation for Horowitz, when the company is so much smaller in overall size than at the previous economic peak? Scheriff and Franklin, as heads of the compensation committee, are directly responsible for this direct RAPING of the common shareholders; they continue to know where their bread is buttered, and remain mere "socialite" directors, beholden to their "master," Richard Horowitz. What self respecting board would devise a bonus plan that creates a huge windfall for a CEO, for results that mainly reflect a rebounding economy and housing cycle? The compensation committee remains a sham at P&F, and has no legitimacy.
Mind you, I have no position in the stock any more (I recently took my profits and moved elsewhere), but I would highly advise all of you to vote to withhold Horowitz in your proxy. This self absorbed, brazen man knows no bounds of shame, and is perfectly comfortable sacking, raiding, and pillaging a public company...when the overall return on equity (tax adjusted) hardly justifies such behavior. Why not pay a dividend instead, and let all shareholders be rewarded? This man is the classic face of evil in the executive suite, in my humble opinion. Astonishingly, this company continues to be run like a private fiefdom, despite all the good work of Lawndale and myself.
Since Yahoo doesn't allow links, here's most of the text from Item #4, purpose of transaction. (Please go to the SEC's website to see the entire filing.)
ITEM 4. Purpose of Transaction
The reporting person has acquired the shares for investment purposes. He
believes the shares are undervalued in the marketplace, and that the company
is "underfollowed" on Wall Street. He additionally believes that 1) the
company's $10+ million cash position (with a rather modest ongoing quarterly
cash burn) affords it an extended period to make a successful "go" at turning
around its operations, 2) that the high inside ownership reflects a management
team that is "vested" in the company's future success, and, most importantly,
3) that the company's business model offers real and tangible potential as a
"platform for growth."
The company stated in its most recent earnings release that it is
"aggressively developing new opportunities for expanded market reach."
The reporting person supports management in these efforts, which he believes,
if successful, could allow the company to fully cover its corporate overhead,
and return to profitability...resulting in the creation of significant
shareholder value. This notwithstanding, considering that the company's
common stock is currently trading for right around the value of the cash on
its balance sheet, the reporting person believes that management should
consider possible strategic alternatives that might "unlock value" for the
company's shareholders, including a going private transaction, or a sale of
the entire company.
The reporting person intends to review his investment in the company on a
continual basis and engage in discussions with management and the Board of
Directors concerning the business, operations, and future plans of the company.
Depending on various factors, including, without limitation, the company's
financial position and investment strategy, the price levels of the common
Another large holder (but smaller than me) who I just decided to leave his name out of the Yahoo posting of this letter.
4th and final part:
Speaking for the 500,000+ shares represented, we sincerely hope the board will show that it intends to support the CEO in taking the actions necessary to maximize shareholder value, and that those of us who have a truly "vested" interest in Tecumseh will not have to wait, unduly, any more, for those actions to be taken. Your appointment of the Roumell suggested nominees to the Board would enhance our confidence and faith in you...as would your elevation of Jim Connor to Chairman of the Board.
Very truly yours,
Timothy J. Stabosz, et al
We believe that a rationalization of the company's asset base, including sale of the Brazilian RF operation, sale of land in the India "technology corridor," and maintaining operations that, we believe, could earn 5%+ operating margins, would allow for a dramatic upward revaluation of Tecumseh's common stock on Wall Street. We also believe that the actions noted would not merely represent a "financial engineering gimmick," but, rather, would reflect a strategy that is in the best long term interests of the company, and its shareholders.
While most or all of the shares we represent are held in "Street Name," if you would like us to send you a list of all of the holders represented, please let us know, and it will be provided to you. I can be reached at [redacted].
Unfortunately, Yahoo isn't "taking" the rest of the letter, so I'm going to try to break it up in smaller parts.
The company is owned by its shareholders, and the serious decline in the stock price, over the last several years, has brought about a situation of "undue undervaluation." Representing nearly 3% ownership of the entire company, myself, Mr. [redacted], and our affiliates are concerned that the board has taken an excessive period of time in pursuing the necessary "unlocking of value" that is the shareholders' right to realize. When Mr. Connor indicated, a number of quarters back, that the company was being looked at with a "clean sheet," I don't think any of us thought it would take this long, with still nothing happening. We support the elevation of Jim Connor to the Chairman position, and the appointment of the two Roumell suggested nominees to the board, because we believe it is important that the board send a clear message that the shareholders come first....and that it is time for the board to focus, single-mindedly, on taking the actions necessary that will allow the common stock to reflect something much closer to the company's intrinsic value. (continued)
c/o General Counsel & Secretary
Tecumseh Products, Inc.
1136 Oak Valley Drive
Ann Arbor, MI 48108
February 20, 2013
Members of the Board of Directors:
Between myself, plus Mr. [redacted], along with a dozen or so accounts that we (independently) manage or advise, we represent ownership of well over 500,000 shares of TECUA and TECUB. (I, personally, own approximately 185,000 Class A shares, and 100,000 Class B shares.)
Having read Roumell Asset Management's ("Roumell") 13D amendment from today, we are writing to request that you immediately appoint Douglas M. Suliman, Jr., and Stephen P. Jackson, Jr. to the Tecumseh board, or expand the board, and include these two gentlemen as the company's nominees in the upcoming proxy statement. We believe the people at Roumell have evidenced themselves to possess exceptional analytical skills, regarding ways to unlock the substantive "hidden value" within Tecumseh Products, which they have laid out in their public filings. We also have been very impressed by the quality, caliber, and steadfastness of Roumell's work, as evidenced by their questions and comments in the company's earnings conference calls.
While we would leave it up to the board to negotiate the specific compensation terms of the Roumell suggested nominees, we have evaluated the backgrounds and qualifications of the two candidates, and believe they represent critically needed skills on the Tecumseh board, at this important time of change, and that they would add tremendous value for all shareholders.
We have similarly been impressed by all aspects of Jim Connor, in fulfilling his role as CEO. We believe Jim has established a strong level of credibility during the time he has served. We are impressed by his background in the "restructuring" field, and we further believe he has evidenced a level of integrity and clear thought, such that we strongly support his being appointed to the position of Chairman of the Board, at this time. We agree with Roumell that having a separate Chairman and CEO at this time is much less important. Rather, what IS critically important is having a laser-sharp focus in confronting all of the strategic options and imperatives that the company now faces. Having a combined Chairman-CEO would enhance that focus, and allow the company to move forward expeditiously. (continued)
You'll have to check on EDGAR. Yahoo won't let me publish the link here, without deleting my post.
i'm not sure where you get your numbers, which seem absurdly high to me....but I agree 100% with the last half of what you say about Goldstein and the board. Their comportment has been despicable. Goldstein has had literally ZERO accountability from time immemorial...which is exactly the way he has wanted it....so he can literally remain in a delusional world of running down the halls of Scott's Liquid Gold like it is the 1960's, safely ensconced in the "love and support" of the "grown ups." Meanwhile, Rome has burned, at the hands of an incompetent CEO, for a generation now.
It has been proven to me, manifestly, that this company, and its board, are psychologically defective, and characterologically diseased. The company is a laughingstock of the corporate governance accountability space. Goldstein "pockets" bids to acquire the company, and expressions of interest are not even brought before the board. The evidence is incontrovertible, and I can't tell you how many people I have talked to who said Goldstein doesn't return calls, especially when it comes to expressions of interest in purchasing the company.
The board consists of mere shells of men...whose only "mandate" internally, is to give Goldstein what he wants...in "exchange" for their board fees. The board is morally, and fiduciarily fetid and corrupt, in that specific sense, among others.
Goldstein "got away with such nonsense" because 4 of 6 board members are either employees, or former employees of the company. The board is STACKED by Goldstein, despite the best efforts of outside shareholders, over the last couple years, to compel him to provide a board that is independent of him. Such a board as we have, allows Goldstein to remain firmly stuck in a time warp, as if it is the 1960's, and SLGD is still in its "glory days". I'm perfectly convinced, from all of my exposure to this company, that Goldstein is 100% delusional, 100% in denial, and 100% rationalizing....enabled by a board that consists of toadies, and people who are spineless wastrels, who simply REFUSE to hold him accountable....while allowing him to wantonly fritter away shareholder wealth, without shame or consequence. Meanwhile, we continue to pay him $400K a year for the unique privilege of being fleeced, in the name of the family scion's "rightful claim" upon SLGD. It's morally despicable, and fiduciarily corrupt.
Hutchinson is a major WDC supplier...