BKF Urges Qualstar Shareholders to Focus on the Real Facts and Issues and Vote to Elect the BKF Nominees at the 2013 Annual Meeting
BKF Capital Group, Inc. (OTCQB: BKFG), the second largest shareholder of
Qualstar Corporation (NASDAQ: QBAK), today commented on the real facts
and issues in BKF’s contest to replace the Board of Directors of
Qualstar and elect BKF’s highly experienced, highly qualified and highly
motivated nominees at the Qualstar Annual Meeting of Shareholders on
June 28, 2013.
Steven Bronson, BKF’s chief executive officer, remarked: “As the contest
for the future of Qualstar approaches its final stages, shareholders
should focus on the real facts and issues, and not be swayed by the
Company’s assurances of recovery at some unspecified future time, or the
formulaic analyses of the proxy advisory services which we believe are
simply wrong.”
“The facts are that the Company is burning through its cash and does not
have a large runway for recovery. Qualstar’s results for the nine months
ended March 31, 2013, under the Company’s new CEO Lawrence Firestone,
were the worst ever. Unlike BKF, the current Board has only a nominal
investment in Qualstar. Its strategy is to throw money at a problem—the
continuing drain of the tape storage business—that cannot be solved by
money alone.”
“BKF’s nominees are highly skilled and experienced and are incentivized
to run the Company for its owners, because BKF is a substantial owner.
We want what you want—prudent cash management, a strategy for the tape
storage business that is based on market realities and a return to
profitability in the very near turn.”
Mr. Bronson concluded: “We ask our fellow shareholders to read this
release in full, together with BKF’s other materials, and vote to elect
BKF’s nominees on the GOLD proxy card.”
Money: The Board is Spending the Company’s Money Like It Belongs to
Somebody Else
As BKF has been saying for well over a year, there are serious
challenges facing Qualstar, particularly in its tape storage business.
The solution of the Board and CEO Lawrence Firestone has been to throw
money at the problem, substantially increasing G&A, increasing Sales and
Marketing costs, and increasing Engineering costs. The consequence of
this strategy has been a staggering cash burn of over $6 million in the
past nine months, even with the Board’s highly touted outsourcing of
manufacturing operations.
The Company’s approach to this proxy contest is just one example of the
disregard that the Board and Mr. Firestone have for shareholder money.
After spending over $600,000 to thwart BKF’s non-coercive partial tender
offer in January, the Company says it will be spending $500,000 in this
proxy contest. That’s a total of over $1.1 million!
In this proxy contest, BKF sent out one mailing. The Company sent out
three. BKF did a simple homegrown investor presentation. The Company
posted two versions of a graphically enhanced, professionally designed
presentation. And why not? It’s not their money.
Is Qualstar a Start-Up Company? The Current Chairman of the
Board Seems to Think So
On the Company’s investor call this week, the current Chairman of the
Board, Allen Ally said “Qualstar has the feeling of a very exciting
startup company.” What does that mean? It means a company that can run
through its cash, with the anticipation that somebody, somehow is going
to come up with more. It means a company that’s under no pressure to
earn a profit. It means a company that expects its stock price to be
buoyed by promises of future success and is not grounded in current
performance.
If that’s what the Company’s current Chairman believes, then
shareholders can begin to understand why Qualster is headed in a
direction of unconstrained spending, no profitability and promises
instead of performance.
Of course, Qualstar is not a startup. It has been in business for almost
30 years. The markets and shareholders rightfully want to see profits
and performance now.
Unfortunately, ISS Got It Wrong—Shareholders Should Not Make the Same
Mistake
The Company is touting its ISS recommendation. Unfortunately, ISS is
wrong in its analysis, and were shareholders to make the same mistake,
BKF believes they will see the value of their investment in the Company
continue to erode.
ISS looked at TSR (Total Shareholder Return) for the 12 month period
ending June 2012, noted that the Company’s TSR rose from November 2012
to May 2013 and attributed this to the actions of the current Board. But
of course on May 14, 2013—when the Company released its third quarter
and nine month numbers with record losses—the Company’s stock price
plummeted to its November 2012 levels.
ISS says “There is little doubt the company’s restructuring efforts
combined with uncertainty surrounding a myriad of events, particularly,
BKF’s tender offer and the ensuing proxy contest, were distractions that
may have impacted negatively on the company’s TSR since May 2013.”
Really? This is the Company’s story. The abysmal nine month numbers are
the fault of BKF. Shareholders should be the judge of whether this makes
any sense. In the view of BKF—and BKF believes that other shareholders
agree—it does not. The Company’s stock price simply reflects the
fundamental flaws in the overdrive spending strategy of the current
Board that was revealed in the Company’s third quarter results.
So What Is the Fundamental Flaw in the Strategy of the Current Board?
As BKF has repeatedly explained, no matter how much of the Company’s
remaining cash—which has already been substantially depleted—the Board
throws at the tape storage business, it will not cure the basic problem.
The Company cannot go it alone in this business. Technology is moving
away from tape storage, customers are bundling their tape storage with
other hardware purchases and other players in this space—think for
example IBM and Oracle—are far larger and have many times the resources
of the Company. That is why the Company’s most direct
competitors—Overland Storage and Quantum Corp., which are larger than
Qualstar—are hurting.
To compound the issue, according to the Company’s recent investor
presentation, Qualstar is now proposing to move to the higher end tape
storage market where it would be competing directly with the likes of
IBM and Oracle. This, we believe, is a recipe for disaster.
Why Did BKF Decline Mr. Firestone’s Offer to Join the Current Board?
The Company has faulted BKF for refusing to accept its offer of two
Board seats. First, BKF needs to set the record straight.
-
Before the special meeting in June of last year, BKF approached Mr.
Firestone with a fair proposal for equal representation on the board,
a mutual agreement on the fifth seat and a modification of Mr.
Firestone’s employment agreement to reduce his egregious compensation
package. Mr. Firestone never responded to the offer despite giving his
word to get back to BKF within two weeks.
-
Mr. Firestone then reached out to BKF at the end of 2012 to get BKF to
register, and perhaps sell its shares, as part of a shelf registration
paid for with the Company’s money. BKF declined.
-
BKF didn’t hear from Mr. Firestone again until April 2013, when it was
clear that BKF was following through on its previously disclosed
intentions of running a slate for the annual meeting.
-
Mr. Firestone did not, as the Company claims, offer BKF two Board
seats. He offered BKF one Board seat, with a second Board seat for
Alan Howe. BKF is proud to have Mr. Howe, with his reputation and
experience, on its slate, but Mr. Howe is independent of BKF. As Mr.
Firestone well knew, Mr. Howe was suggested to BKF by another major
Qualstar shareholder and has no prior relationship with Steven
Bronson, BKF’s CEO.
Second, BKF took Mr. Firestone’s offer of Board representation under
careful consideration but decided to wait until the Company announced
its third quarter and nine month results. When BKF saw those results,
with record losses and cash burn, it determined that working to change
the direction of the Company with the existing Board would be futile.
Moreover, BKF was concerned with the fact that on May 8, 2013, Qualstar
increased the size of its Board to 7 members and appointed Bud Lahber, a
friend of Mr. Firestone, as a new member of the Board.
Why Does BKF Lack Confidence in Current Management?
Mr. Firestone, who was named CEO in June 2012 and has presided over the
Company’s abysmal performance in the first nine months of fiscal 2013,
has no prior experience as a CEO.
The other current members of the Board that the Company has nominated
for re-election have long standing relationships with Mr. Firestone—they
are handpicked, as the Company likes to say. For example, on the recent
investor call, Bud Lahber explained the reason he joined the Board was
his personal relationship with Mr. Firestone.
In June 2012, Mr. Firestone committed the Company to breakeven or
profitable operations by June 2013. That of course has not happened, and
the Company is not even close to achieving this milestone. In the recent
investor presentation, Mr. Firestone made no commitment as to when the
Company will be profitable and has established unquantifiable “mid-term”
and “long-term” targets, so as to not be held accountable
What is the Strategy of the BKF Nominees?
If elected, the BKF nominees will run a lean organization. Our nominees
realize that the Company’s resources are limited and that every dollar
must be spent prudently.
Our nominees will reward management, but executive compensation will
principally be performance based.
Our nominees realize that the only way for the Company to extricate
itself from the problems that are plaguing the tape storage business
will be to partner with another strategic player to leverage resources
and increase market penetration.
Our nominees will thoroughly review all strategic options, from
continuing to operate as a standalone company to a business combination
or reorganization. There will be only one objective, and that is to
maximize value for all shareholders in which BKF will share
proportionately.
Why Should Shareholders Trust the BKF Nominees?
The current Board still has only a nominal financial investment in the
Company. In contrast, BKF is the Company’s second largest shareholder,
with millions of dollars invested in Qualstar. The interests of BKF are
directly aligned with the interests of all other shareholders, and its
fortunes will rise or fall with the fortunes of everyone else.
What Should Shareholders Do?
BKF has determined that the only way to fix Qualstar is to replace the
Board with new independent directors. BKF is therefore asking for the
help of all shareholders to elect the directors nominated by BKF on the GOLD
proxy card.
Therefore no matter how many or how few shares a shareholder owns, it is
important to return the GOLD proxy card and vote FOR the
election of the five nominees of BKF, and as recommended by BKF on the
other proposals at the 2013 Annual Meeting.
Do not return the WHITE proxy card or any other card furnished by or
on behalf of the Company. Remember that only the last vote will
count. Even if a shareholder has voted on the Company’s WHITE proxy
card, that vote may be revoked by returning a later dated GOLD
proxy card in favor of the BKF nominees and as recommended by BKF on the
other proposals.
If shareholders have any questions, require assistance in voting their
shares, or need additional copies of BKF’s Proxy Statement, please
contact BKF’s proxy advisors—
AST PHOENIX ADVISORS
6201 15th AVENUE
3RD FLOOR
BROOKLYN, NY 11219
CALL TOLL FREE: (877) 478-5038
BANKS AND BROKERS CALL COLLECT: (212) 493-3910
About BKF Capital Group Inc.
BKF Capital Group Inc. is a publicly traded company that intends to
create an asset management platform with investment vehicles that focus
on areas of portfolio management that typically receive less attention
from investors but also present unique investment opportunities. BKF is
also engaged in seeking to arrange an acquisition, with an operating
business with revenues, at least three years of operating history and
unique value opportunities. For additional information please visit: www.bkfcapital.com.
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