The two
most recent cases of asset sales are (i) the sale of CIS for $750,000 and (ii)
the sale of a brand-new, never-used, 179,000 square foot building in Cordele,
Georgia for $2,975,000 (significantly less than cost). Cavalier's
cash position is not the result of operating earnings, but rather stems from
paid-in capital and asset liquidation.
While
this liquidation strategy has indeed resulted in bolstering the Company's cash
position (to over $30,000,000), management clearly has no good plan for this
cash. Last year they said they have no plan to buy back stock and no
plan for a dividend, even though it has been eight years since they paid
one. They have no plan for a distribution and no plan for any sort of
expansion. We believe the only “Plan” this Board has for
stockholder cash is to keep on paying high compensation to themselves and senior
management.
OUR
PLAN
In June
2008, after we had already purchased over 5% of Cavalier's stock, we met with
the Board (except they did not invite David A. Roberson, the Company’s former
President and Chief Executive Officer) and outlined for them the direction that
we thought Cavalier should take. We firmly told the Board that there was too
much excess capacity in manufacturing, noting that even a significant increase
in retail demand would not relieve pricing pressure on
manufacturers. We also outlined several steps to restore
profitability and turn Cavalier around.
We
proposed the following seven steps:
|
1)
|
Focus
on selling low and medium-priced
products;
|
|
2)
|
De-emphasize
higher-priced products;
|
|
3)
|
Provide
wholesale “floor plan” financing arrangements to certain existing
dealers;
|
|
4)
|
Create
new retailers through wholesale “floor plan” financing
arrangements;
|
|
5)
|
Expand
CIS’ retail financing division;
|
|
6)
|
Reduce
“selling, general and administrative” expenses to 10% of sales;
and
|
|
7)
|
Work
on building brand names.
|
At the
June meeting, we also discussed a possible business combination between the
Company and another public or private company in the home manufacturing
business, which included Legacy. We proposed a possible
stock-for-
restricted
stock
merger of Legacy with Cavalier, promising that Legacy would
demonstrate at least $5,000,000 of annual income. We also proposed to
help Cavalier implement this plan without taking salaries or compensation
for ourselves. Nothing came of the discussions and, as discussed
below, we do not believe any merger possibilities should be considered at this
time.
Despite
our efforts to introduce a new strategy to turn the Company around, the Board
dismissed our advice. No entry-level models were introduced and no
wholesale “floor plan” financing programs were announced. Selling,
general and administrative expenses remained at 18% and no effort was made to
build a brand name.
THIS
BOARD SOLD THE FUTURE OF CAVALIER FOR ONLY $750,000
The straw
that broke the camel's back.... the one event that convinced us to contest this
election...was the Board's decision to sell CIS.
From our
perspective, CIS gave Cavalier a unique competitive advantage over its
competitors. With retail financing in extremely short supply, CIS was
a key reason why independent retailers chose Cavalier over other
manufacturers. Of the major competitors, only Palm Harbor and Clayton
had/have a retail financing arm.
Established
in 1991, CIS became a Direct Endorsed Unsupervised FHA Title I and Title II
Lender, and was authorized to (i) sell loans directly to Freddie Mac and Fannie
Mae and (ii) provide servicing on the loans after sale. Consistently
profitable, CIS made gains from the sale of installment contracts of $1,600,000
(or more) for each of the last three years and it realized cumulative
profit for Cavalier of more than $2,400,000 over the last three
years.
We were
shocked when we heard in January 2009 that the Board was considering the sale of
CIS, particularly when just months earlier, in its Annual Report on Form
10-K, the Company's stated business strategy was to: “.... pursue the financing,
insurance and other activities of CIS and the financial services
segment.” When we heard about the Board's intention, we immediately
contacted the Chairman and implored him to reconsider.
At
this point (January 2009), we already had publicly reported our 9.6% stake in
Cavalier to the SEC. Nonetheless, the Board once again proceeded to
disregard our advice and sold CIS in the first quarter of
2009. HOW MUCH DID THEY SELL CIS
FOR? $750,000. They sold CIS for less than its average
annual profit (from 2006 through 2008)!
We
believe that Cavalier should capitalize on profitable segments of the
mobile home industry, wherever they exist from time to time. Right
now, the profitable segments are wholesale floor-planning, retail finance,
insurance and selling or financing foreclosed land/home
combinations. But profit opportunities change, and it's the Board’s
responsibility to be ahead of (rather than behind) the trend.
Our three
nominees, Michael R. O’Connor, Kenneth E. Shipley and Curtis D. Hodgson have
spent their entire adult lives in the mobile home business. Our
nominees have consistently been ahead of (rather than behind) the trend, and
have changed course many times to take advantage of new
opportunities. Don't let the current Board tell you it is the
industry.... because it is not. We have made profits when others have
not, regardless of year-over-year industry woes.
STRATEGIC
ALTERNATIVES?
As we
discussed above, now is not the time for Cavalier to discuss merger or
consolidation opportunities. With the stock trading at a steep
discount to book value (and at times even a discount to cash), the first
priority is to make Cavalier consistently profitable in order to get its stock
price up to tradable levels.
We
therefore question why the Board would hire Avondale Partners to explore
“strategic alternatives,” in one of the worst markets in modern
history. It seems to us that this is just another poor
decision the Board has made. As industry columnist John Grissim stated in
February 2009 with respect to the hiring of Avondale Partners and the sale of
CIS,
“Together
these two actions suggest Cavalier is in serious trouble and may not
survive.”
We
believe we can turn Cavalier around, and that its stock price will then reflect
an enterprise value greater than book value. That is our
goal. Then from a position of strength, Cavalier can explore
"strategic alternatives."
DON'T
LET “RECENT NUMBERS” TELL AN UNTRUE STORY
Soon
after we announced our intention to contest this year's Board election, Cavalier
reported fourth quarter earnings for 2008 of $2,161,000. We believe
these numbers are highly suspicious.
For some
reason, for the first time in the Company’s history, Cavalier suddenly
reported “gross margin” of 25% for the fourth quarter of 2008,
despite reporting gross margins for the prior ten years ranging from 12% to
18%. Hmmmm…. why now? We think the Company used some or
all of the following “adjustments” to book the reported profits:
Ø
Retrospective General Liability
Insurance Credit
|
$403,000
|
Ø
Retrospective Workers Comp
Insurance Credit
|
550,000
|
Ø
Lowering “Estimated
Warranties”
|
1,620,000
|
Ø
CIS
|
|
|
$3,505,000
|
The truth
is that 2008’s fourth quarter revenues ($27,046,000) were the lowest of any
quarter in the last ten years, down from 2008’s third quarter revenues
($38,325,000), which were previously the lowest of any quarter in the last
ten years. We believe with Cavalier's rapidly declining revenues, no
amount of “right-sizing” or “down-sizing” will save the day. The
downtrend in revenues must be reversed!
We also
question the reason for the Board's decision to enlarge the Board to eight
directors without stockholder approval and appoint three new directors (none of
which have experience in our industry). We believe the Board did this
for no other reason than to counteract the influence of our nominees if
elected. This mind set is precisely the kind of thinking that must
end!
RESPONSE
TO THEIR ATTACK ON US
By now
you may have heard from the Board their claim that we are “direct” competitors
and that our goal is to take over Cavalier. To be clear, we are not
seeking Board representation to “take over” Cavalier. We are seeking
minority representation on the Board to protect our investment in
Cavalier! The Board claims Legacy and Cavalier are “direct”
competitors of the Company. Do not be fooled. They have
omitted many relevant facts:
Ø
In
2005, Cavalier sold us their "idled" Fort Worth, Texas facility (one of 22
manufacturing facilities they have closed over the years).
Ø
They
knew our intent at the time was to manufacture mobile homes and clearly were not
concerned with us as competition at the time of the sale, since they made no
statements to that effect.
Ø
Fort
Worth is about 700 miles from Cavalier's nearest manufacturing plant in Addison,
Alabama. The high cost of transportation over the 700 miles of separation
prevents Legacy and Cavalier from being "direct" competitors. In
fact, none of our 150 dealers also represent Cavalier, though many do
represent various other manufacturers.
Ø
National
companies such as Fleetwood, Champion, Palm Harbor, Clayton, Patriot, Southern
Energy and previously, Oakwood, Tidwell and Cavalier, have all maintained
manufacturing facilities in both Texas and the southeast, separately serving the
different markets. Texas manufacturers simply do not directly compete
with southeastern manufacturers.
Ø
We
further believe our plan for Cavalier, which emphasizes low-end manufacturing,
financing and other opportunities, involves little to no competition between the
two companies.
As for
our one meeting in June 2008, at which we proposed a stock-for-
restricted stock
merger
between Legacy and Cavalier, there was absolutely no follow up. There was
no counter-offer or negotiation of any sort. We first learned of the
Board's claim that they "carefully considered" our proposal by reading their
recent letter to stockholders dated April 7, 2009.
In any
event, our only plan for Cavalier is to work with the other five members of the
Board to (i) reverse the downward trend in revenue, (ii) restore consistent
profitability and (iii) endeavor to have Cavalier’s stock price reflect a
healthy enterprise value. Then, and only then, would we believe it
appropriate to explore consolidation or merger opportunities with another public
or private company in the industry.
Regarding
their claim of "improved profitability," we believe the numbers speak for
themselves. Revenues continue to decline, assets continue to be liquidated
at bargain prices, profits are anemic and the stock continues to trade
substantially below book value, although we note that Cavalier’s stock price has
indeed climbed 26% since our March 12, 2009 press release announcing our
intention to nominate directors to the Board.
VOTE
GOLD FOR CHANGE
We are
stockholders who made an investment in Cavalier just like you. We
believe we have the experience and know-how to add value to your
investment. The current Board has a noticeable lack of experience in
the mobile home business, which we believe is essential. We believe
that this lack of experience has resulted in a stock price that is down 90% from
its high, an “accumulated loss” rather than retained earnings, a steady decline
of revenues and questionable compensation practices. Moreover,
the Board has failed to take the necessary action to achieve
profitability.
These
factors motivated us to form the Cavalier Homes Committee for Change and to
contest three of the Board’s nominees with our own
independent nominees, each of whom has a proven track record of success
in the mobile home business. Our three independent nominees have experience
in nearly all segments of the mobile home business, including retail sales,
wholesale sales, inventory financing, retail financing, community development,
park development and manufacturing. However, unlike our
nominees, the Company’s nominees have virtually no experience in the mobile
home industry (other than their years on Cavalier's Board).
Our
nominees have the plan, resources and experience to develop new opportunities
for Cavalier. And, most importantly, our nominees have the integrity
to put the interests of stockholders above their own. Our nominees
will not prosper at the expense of stockholders.
YOUR
SUPPORT on the enclosed GOLD proxy will make a difference!
Feel free
to call us any time.
/s/
Curt
Hodgson
|
/s/
Kenny
Shipley
|
/s/
Mike
O'Connor
|
Curt
Hodgson
|
Kenny
Shipley
|
Mike
O'Connor
|
972-333-0216
|
806-894-7212
|
505-328-7744
|
To
elect the Committee’s nominees, we urge all stockholders to sign and
return the
GOLD
Proxy
whether
or not you have already returned a white proxy sent to you by the
Company.
The
Committee urges all stockholders not to sign or return any white proxy
sent to you by the Company.
Instead,
the Committee recommends that you use the
GOLD
Proxy and vote by mail or if you own
your
shares through a bank or a broker, you may vote by telephone or
internet.
If
you have already returned the white proxy, you can effectively revoke it
by voting the
GOLD
Proxy. Only your latest-dated proxy will be counted.
If
you have any questions or need assistance in voting the
GOLD
Proxy, please contact
our
proxy solicitor, Okapi Partners, at the toll-free number or email address
listed below.
Call
Toll-Free: 1-877-259-6290
Or
Email:
info@okapipartners.com
|
CERTAIN
INFORMATION CONCERNING PARTICIPANTS
The
Cavalier Homes Committee for Change (the “Committee”) has made a definitive
filing with the Securities and Exchange Commission (“SEC”) of a proxy statement
and an accompanying GOLD proxy card to be used to solicit votes for the election
of its slate of nominees at the 2009 annual meeting of stockholders of Cavalier
Homes, Inc. (the “Company”).
THE
COMMITTEE ADVISES ALL STOCKHOLDERS OF THE COMPANY TO READ THE DEFINITIVE PROXY
STATEMENT AND OTHER PROXY MATERIALS AS THEY BECOME AVAILABLE BECAUSE THEY
CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS ARE AVAILABLE AT NO CHARGE
ON THE SEC'S WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION, THE PARTICIPANTS IN
THE PROXY SOLICITATION WILL PROVIDE COPIES OF THE DEFINITIVE PROXY STATEMENT
WITHOUT CHARGE UPON REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED TO THE
PARTICIPANTS' PROXY SOLICITOR, OKAPI PARTNERS LLC, AT ITS TOLL FREE NUMBER:
(877) 259-6290.
The
members of the Committee are Legacy Housing, LTD. (“Legacy”), GPLH, LC (“GPLH”),
Shipley Brothers, LTD. (“Shipley Brothers”), K-Shipley, LLC (“K-Shipley”),
D-Shipley, LLC (“D-Shipley”), B-Shipley, LLC (“B-Shipley”), Federal Investors
Servicing, LTD (“Federal Investors”), Federal Investors Management, L.C.
(“Federal Management”), Kenneth E. Shipley, Curtis D. Hodgson, Douglas M.
Shipley, Billy G. Shipley and Michael R. O’Connor. Legacy owns
155,000 shares of common stock of the Company (the “Shares”). GPLH is
the general partner of Legacy. By virtue of this relationship, GPLH
may also be deemed to beneficially own the 155,000 Shares owned by
Legacy. Shipley Brothers is a member and manager of
GPLH. Shipley Brothers owns 637,932 Shares. By virtue of
its relationship with GPLH, Shipley Brothers may also be deemed to beneficially
own the 155,000 Shares owned by Legacy. K-Shipley, D-Shipley and
B-Shipley are the general partners of Shipley Brothers. By virtue of
these relationships, K-Shipley, D-Shipley and B-Shipley may each be deemed to
beneficially own the 637,932 Shares owned by Shipley Brothers and the 155,000
Shares owned by Legacy. Federal Investors owns 137,200
Shares. Federal Management is the general partner of Federal
Investors. By virtue of this relationship, Federal Management may be
deemed to beneficially own the 137,200 Shares owned by Federal
Investors. Kenneth Shipley is manager, president and assistant
secretary of GPLH, the sole member, manager and president of K-Shipley and a
member and manager of Federal Management. By virtue of his
relationship with GPLH and K-Shipley, Kenneth Shipley may be deemed to
beneficially own the 155,000 Shares owned by Legacy and the 637,932 Shares owned
by Shipley Brothers. By virtue of his relationship with Federal
Management, Kenneth Shipley may also be deemed to beneficially own the 137,200
Shares owned by Federal Investors. Douglas Shipley is the sole
member, manager and president of D-Shipley, the secretary of Federal Management
and is employed by Shipley Brothers as an installer of manufactured
homes. By virtue of his relationship with D-Shipley, Douglas Shipley
may be deemed to beneficially own the 155,000 Shares owned by Legacy and the
637,932 Shares owned by Shipley Brothers. By virtue of his
relationship with Federal Management, Douglas Shipley may also be deemed to
beneficially own the 137,200 Shares owned by Federal Investors. Billy
Shipley is the sole member, manager and president of B-Shipley, the vice
president of Federal Management and is employed by Shipley Brothers as an
installer of manufactured homes. By virtue of his relationship with
B-Shipley, Billy Shipley may be deemed to beneficially own the 155,000 Shares
owned by Legacy and the 637,932 Shares owned by Shipley
Brothers. By virtue of his relationship with Federal
Management, Billy Shipley may also be deemed to beneficially own the 137,200
Shares owned by Federal Investors. Curtis Hodgson is a member, manager and the
vice president and secretary of GPLH. Curtis Hodgson owns 765,000
Shares. By virtue of his relationship with GPLH, Mr. Hodgson may also
be deemed to beneficially own the 155,000 Shares owned by
Legacy. Michael O’Connor owns 300 Shares. Each member of
the Committee, as members of a “group” for the purposes of Rule 13d-5(b)(1) of
the Securities Exchange Act of 1934, as amended, may be deemed to beneficially
own the Shares owned in the aggregate by the other members of the
Committee. Each member of the Committee disclaims beneficial
ownership of the Shares he/it does not directly own.