A War of Words at Calloway’s Nursery – CLWY

Last December I wrote about Calloway’s Nursery, a tiny chain of nurseries operating in Texas. Calloway’s was profitable, but also highly indebted. My post focused mainly on the company’s earnings power, but some other bloggers chose to focus on the company’s substantial real estate holdings, concluding they were worth far in excess of the company’s enterprise value. Jeff Moore has posted a Google document with full details on his blog.

At that time, Calloway’s traded at $0.73 per share. Shares have since doubled, driven by the news that 19.9% shareholder 3k Limited Partnership (Peter Kamin’s vehicle) will attempt to replace the board of directors. Since that announcement, Calloway’s management and 3K LP have sent letter after letter to shareholders, urging them to support each side’s respective slate of directors.

I have read each letter with increasing amusement. Management’s letters have grown increasingly desperate, seeking to paint Mr. Kamin as a mustache-twirling villainous caricature, a corporate raider who seeks only the destruction of shareholders’ precious company. The letters are filled with dramatic statements, exclamation points and bold-faced type, warning of dire consequences should 3K succeed in electing its directors.

Letters from 3K, on the other hand, are factual and calmly-stated, continually pointing to management’s abysmal track record and sneaky habit of issuing shares to insiders on the cheap.

3K has used its letters to describe some astoundingly poor acquisitions that management has pursued, resultingly in millions of dollars of shareholder money lost. In its most recentl letter, 3K compared growth in book value since 1991 for the S&P 500 Index, versus Calloway’s performance. From 1991 to 2012, the book value of the S&P 500 Index rose 319.9%, from $158.85 to $667.00. Calloway’s on the other hand, somehow succeeded in reducing book value per share from $1.57 to $0.84. That’s right. In 21 years, Calloway’s management generated not a cent of book value growth for the company’s shareholders. Instead, they destroyed 46.5% of shareholder wealth! That is bad, shockingly bad.

3K goes on to point out that even after the recent run-up, Calloway’s shares are down 85% from their IPO price.

Good corporate governance practices call for a majority of a company’s board members to be independent. 3K points out that three of Calloway’s’ five board members are company insiders, resulting in a board that is incentivized to put management’s interests first.

3K also calls attention to Calloway’s’ repeated stock sales to insiders at discounted prices. Per 3K, Calloway’s has issued nearly 20% of shares outstanding to insiders in the last four years alone!

3K describes repeated attempts to work with management in a friendly manner and to attain board representation. 3K was rebuffed at every juncture by Calloway’s’ CEO and chairman, James Estill. In fact, Mr. Estill went even farther, filing suit against 3K and seeking to shut down efforts to call a shareholder meeting.

In its responses, Calloway’s’ management makes no attempt to explain away its awful track record. Instead, management emphasizes recently improved results and the growth in book value per share since 2009. To an extent, management has a point. Book value per share grew at a rate of 11.3% annually from 2005 to 2012. Not exceptional, but acceptable. The company has also made progress in reducing its debt, which now stands at the lowest since 2007. But this recent improvement should come as cold comfort to longsuffering investors who have seen their investment dwindle and dwindle over the years, even as management has enjoyed fat salaries and shares on the cheap.

Calloway’s’ management also claims that the 3K’s slate of directors lacks any experience in the retail sector, but 3K carefully rebuts this assertion in its most recent letter. In fact, 3K’s nominees have extensive experience in both turning around and growing retail operations, having been involved with Tile Shop Holdings and Insurance Auto Auctions, both of which provided excellent returns to insiders and outside investors alike.

Investors are left with a choice: more of the same from current Calloway’s management, or a revamped board of directors and strategy from 3K and Peter Kamin. Despite management’s loud protests and promises of shareholder riches to come, investors should examine their long-term record and find it lacking.

It’s too late in the game for Calloway’s’ management to trumpet a solid strategic plan and pretend that shareholder value is important. Investors should vote out Calloway’s management and allow 3K to streamline the company’s operations and produce real value for shareholders, of which 3K is the largest.

No current position in Calloway’s. (Sold my shares into the run-up when the proxy contest got heated.) May repurchase.

 

 

 

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39 Responses to A War of Words at Calloway’s Nursery – CLWY

  1. Not a pirate says:

    What exactly is 3K’s plan to improve share value? I have not seen a plan for how the new board will accomplish what they’ve promised.
    http://www.calloways.com/sites/default/files/images/iss_presentation.pdf

  2. Not a pirate says:

    OTC Adventures shared this about Calloway’s Nursery stating, “…it’s hard to argue with success.”

    http://otcadventures.com/?p=453

    How about an less bias article to help investors more accurately evaluate the opportunity?

    • otcadventures says:

      Biased? Of course I am, this is my personal blog, full of my own opinions.

      If you want to talk about bias, I think you should disclose that you are Calloway’s Vice President of Marketing.

      • Not a pirate says:

        Check your facts, I am no longer at Calloway’s. Being a stock holder, I want the best value for my shares. As a past employee, I have insights that you clearly overlooked in your information. Many if not most shareholders see the situation differently.

        • otcadventures says:

          Fair enough. Your bio can still be found on the company’s website. I wish you the best in achieving full value for your shares. Though you disagree, I strongly believe that value will be best achieved through 3K’s plan to streamline the cost structure, evaluate all units for potential alternate land uses and institute capital discipline.

          • Not a pirate says:

            I question how long the company will survive under this potential shift. The competitive advantage of the company is strongly rooted in the company culture created at the store level by founders that interact with front-line employees. The real estate of the Houston locations off set downturns in the DFW market. The garden industry is unique. The operation is different than climate controlled retail operations. The organization must withstand weather and water availability issues in addition to economic retail challenges to compete against national chains for marketshare. Not having horticultural experts at the helm, I fear is a grave mistake. If the company goes under, there will be no value for anyone – customers, employees or shareholders.

            It would have been wonderful to see some of these points included in your information. Your 2012 post was a better view of the organization but what wasn’t shared in that post was that while the organization improved profits they juggled dealing with drought, hurricanes, storm damage, an economic downturn, two stores completely destroyed by fire and a challenging banking environment. It was the existing board members and their industry savvy and relationships that kept the company afloat. Many garden centers and growing operations went under during that period. The results the company has generated are superb over the past decade when you consider these factors.

            And lastly, to state that Mr. Kamin warmly approach Calloway’s is misguided. Mr. Kamin might be an excellent business person and savvy investor but he appears to have the emotional intelligence of a gnat. I can’t image his presence being anything but destructive to the culture and business based on his lack of experience and understanding for the business, industry, work environment and culture.

            My hope is that if there is a shift in leadership, the new leaders will have the aptitude needed to keep the company viable.

            When Frank’s bought Calloway’s they tried to impose changes that the leadership refused. Today Frank’s chain no longer exists but Calloway’s continued. Let’s hope for something better than tearing the organization down.

          • otcadventures says:

            Thanks for your comments. You obviously have a love for the company and a ground-level understanding of the company’s operations.

            I would not assume Peter Kamin intends to boot out all the company’s experienced, knowledgeable staff. Mr. Kamin has a pretty successful record in coming alongside existing staff and making companies better and more profitable. I think he realizes how ill considered it would be to attempt to run a nursery without experienced people.

            That said, changes have to be made. Despite how the company tried to justify the insider stock purchase plan by insiders in its presentation to ISS, the program is clearly a executive perk that is harmful to outside investors and results in an ongoing transfer of wealth to insiders.

            The company’s cost structure is bloated. 3K points out that Calloways’s’ EBITDA margin is roughly half its public competitors. Nowhere in the ISS presentation did I see a plan to cut costs and enhance profitability.

            Finally, perhaps the company’s decades-long struggle to operate profitably is an indication that some of its locations are simply not economical. The company has repeatedly acquired or built new units, only to soon shut them down, losing millions in the process.

  3. Not a pirate says:

    It probably should be noted that the stock purchase plan provided the company with much needed funds during a challenging period. And the company reduced costs in many areas in recent years to create a more financially secure position during the off season.

    I am not aware of any stores that were built and then closed? The new store location in Flower Mound is doing very well. Southlake is still ramping up and the former Home Depot Landscape Supply location in North Plano that was purchased took some time to ramp up but is now a top performer. (The deal on that location went from being inked to opened in 6 days. It was and is just impressive.)

    The San Antonio market didn’t garner the desired results so the leadership left the market. And the Houston location that wasn’t performing the company closed.

    It seems the process of evaluating locations you mentioned is already taking place. Low performing locations are close when leases expire and new locations are opened based on the potential of the market.

    As for expenses, there are always opportunities to reduce costs. Having interacted with peer groups of garden centers in the US and Canada, in many of the areas of the expense comparisons I was exposed to between garden centers showed Calloway’s on the low side.

    I can not argue that there isn’t room to improve, in any business there are always opportunities to improve. I question how much the 3K approach can accomplish without hindering the business.

    The decade struggle isn’t unique to Calloway’s it’s one all garden industry businesses have experienced. HEB took a stab at opening garden centers and abandoned the plan. Home Depot couldn’t even do it. They pulled out of all their independent garden center locations in DFW because they couldn’t generate the desired profits. Meanwhile, Calloway’s swooped up the largest volume Home Depot location of the seven they abandon. It seems that 3K’s approach is based on actions that are already taking place or ones that could be counter productive changes.

    The garden industry is not a “get rich” opportunity. They are selling $1.59 plants that you can get routinely at the box stores for 77 cents or less. Folks are paying for the experience and expertise. It’s not cheap to compete in that situation, even when you’re running tight store labor budgets and cutting costs at ever corner. And if you start hacking away at locations and cutting pay, how in the world do you plan to increase sales, margins and profit?

    It seems like it could be a recipe for disaster to me. Again, I don’t want to see my stock value take a dive while Kamin and his group soak up real estate income. It just doesn’t add up as beneficial to me as a shareholder. I could be wrong, there may be some silver bullet, but I doubt it.

    If the company is damaged by sweeping changes, the only ones to benefit are the new board members appointed to the board while the rest of us hold onto dwindling shares.

    I recognize Mr. Kamin has been successful in the past but in my 9.5 years in the garden industry I’ve seen a multitude of business people sale in and out of the industry after they undergo a reality check. It’s unlike any industry I’ve seen.

  4. Not a pirate says:

    You shared in your December post that Calloway’s was improving and had shown positive growth in recent years. While we can analyze the past acquisition choices, the past can’t be changed and the current board is on a positive path. Do you see the 3K suggested changes as a realistic quick fix verses the steady improvements the current board is already acheiving? Is your change in opinion of Calloway’s performance based on speed of changes? Or overall potential? Just curious.

    And while we may have differing views about how best to grow shareholder value, I appreciate this dialogue.

  5. DTEJD1997 says:

    I, friends, and family are shareholders in CLWY.

    We are NOT ALL PLEASED WITH CURRENT MANAGEMENT!!!!!!!!!

    I can NOT stress that enough!

    While on their watch, they’ve DESTROYED a tremendous amount of shareholder capital. Yes, they kept the business afloat, but the shareholders would have been a LOT better off if the company was liquidated years ago.

    In fact, there is a good argument to be made that the best use for the company is to start shutting down and selling off their real estate. The Voss Road location in Houston was worth MORE than the whole company prior to the run up in price.

    In fact, the Voss Road location is a GREAT example of management’s bumbling. When that location burned, it would have been PERFECT to sell it to a developer. The value of that location was equal to the WHOLE of the dang company!

    In fact, if that location is worth the assessed tax value (I suspect it is worth even more), then it should be sold and shut down in an orderly manner. What is the company’s cost of capital? Ten percent? If the location is worth $6,000,000, is it making MORE than $600k in net earnings? Maybe, but I very much doubt it.

    Same thing for the Dairy Ashford location.

    The Houston locations could be closed, inventory & fixtures sold off, and sold off to a developer. I bet the company could easily get $8MM for both locations. Is the company earning $800k a year in sales on the both of them? Maybe, but I doubt it as the company is earning only $900k for the entire company! So is it that Houston is tremendously profitable and Dallas market is losing a lot of money?

    I’m just some goof making comments on the interweb, but if I can see/figure this out, why can’t current management?

    It is time for changes, management needs to be held accountable for their actions! They wouldn’t put up with this performance from their employees, why should us shareholders accept it from management?

    Time for a change!

    • Not a pirate says:

      Are you part of the 3K family investment group or are you a shareholder with a long-term investment interest?

  6. Hi Not A Pirate. I am curious if insiders at the company regularly examine assets and determine their present value as stores, versus what they could get if sold off. Reason being, I have trouble reconciling how properties such as the one of Voss Rd reach their highest and best economic use as a nursery.

    From where I sit, it really seems that the company is focusing on the wrong metrics, which hurt all shareholders returns and ultimately the health of the business. If they sold off the Voss Rd property, the company could immediately pay back well more than 1/2 of the outstanding debt on the books.

    Other items that I found interesting on the ISS presentation is that the company is talking about a debt reduction over the last few years. I would be curious to know how much of that is due to amortization, and if not, what determined how much to pay the debt down. I have seen, read, and heard a lot of things about the company (unrelated to the 3K contest) which, in and of themselves, are probably innocent, but when taken as a whole, do give me pause (such as a former insider posting comments on various blogs).

    For the record: I presently own/represent just a handful of shares, which I was left with only because a trade didn’t fully execute, and I don’t want to pay the commission to get rid of the remaining amount. I bring this up only to show that the questions I bring up are legitimate, as I don’t really have a dog in this fight at this point.

    • Not a pirate says:

      Hi Jeff, I haven’t seen “insider comments on blogs” other than the ones shares here. If you have links you could reference please share.

      • I specifically said “former insider”- and I am not saying that as an insult to you, as you do have every right in the world to comment here and on other blogs. In and of itself, there is nothing wrong with that at all, however, when combined with a lot of the other actions that CLWY has taken, it gives me pause, as the tactics (as a whole) that are being used are pretty typical of companies coming under fire. Please let it be known that I am in no way saying that you are working with or against the company.

        As a side note, there was a link posted on one of my write ups which I suspect came directly from the company….

        • Not a pirate says:

          The post on your blog was one I made just before I left. I was only sharing the link to information that was made public by management for informational purposes.

          That I am aware of the Calloway’s management hasn’t issued any company information other than the public released distributed and posted on the web site in the Investor Relations area.

          I would let it all go and move on, if it weren’t for the fact that the share value is very important for me personally. I put my hard earned money into those shares.

          • All of us have our hard earned money in there, and from where I sit, it seems that is what should make us support the activists. The stock price has already risen in what is probably hope of them taking over, no?

  7. Not a pirate says:

    Has anyone compared Calloway’s performance with other independent garden centers?

    Top 100 Garden Centers
    http://www.specialtytag.com/_literature_29612/Top_100_Garden_Centers

    • It doesn’t matter how well the company performs relative to other gardeners. What matters is the value that the company can produce for shareholders. The Voss Rd store is something that while it earns an economic profit, is certainly not as good of an asset in the hands of CLWY as it would be with another owner. I don’t see how this is something that can really be disputed.

      3K is the only party in this proxy fight that is addressing the issue of investigating store by store performance and the assets- CLWY simply speaks of how great the store is without any analysis as to what could be done by selling the store and comparing that to what they are doing right now.

      • Not a pirate says:

        What about selling the property with a lease back ageement to continue the operation while off setting debt? I am not sure that’s even an option? Just wondering, because it concerns me that closing the Houston locations isn’t the “pat” answer some might be hoping for.

        I am an advocate for looking outside of an industry for business solutions. But having better understood the uniqueness of garden centers, my suggestion to compare Calloway’s with other garden centers was aimed at looking at what might be realistic growth and/or performance for a business of this sort.

        • You do raise a fair point and it’s one that should be explored. However, I doubt that it would be able to be sold in such a way that a lease back would be better than just selling it, as that store can never generate the kinds of economic profits that other, non-gardening companies could.

          If management had even suggested a sale lease back, I might be more inclined to think they are in the right. But as I have said previously, they only talk about how great the store is, with no analysis. Without so much as a discussion about that, I wouldn’t want them to be stewards of my capital, especially when it is in regard to a SINGLE location that is likely worth more than 1/2 the market cap of the whole company.

        • Also, the PDF you attached only seemed to address revenue growth. Without seeing financials for how profitable the revenue growth was, the numbers are not whole picture of the industry.

          • Not a pirate says:

            I agree. And the other issue is that many of the independents are privately held, so it would be impossible to really compare anyway. My thinking is that if one could compare, Calloway’s would look pretty good. My sense is that it’s a tight industry overall.

      • Not a pirate says:

        As for the current stock price shifts indicating shareholders support of the proposed plan. I am inclined to think the value was driven up because both sides were buying more shares before the upcoming meeting versus a positive response to the new proposal. The price routinely seems to go up when trade activity increases? Perhap some folks got excited about the plan but I wonder how much of the activity was based on purchases to secure existing positions.

        • So management has been buying shares to try to stave off the takeover? That makes me quite happy that I sold to them, or 3K, or whoever else bought them.

          the buying of shares doesn’t alone bid up the price… for every buyer there is a seller, and they determine the price. But yes, all other things constant a new demand for shares will bid the price up.

        • Not a pirate says:

          I have no way of knowing who all was buying stock but the number of shares 3K owns looks to have increased in the past could months so wouldn’t you assume both parties where buying up shares leading up to this?

  8. DTEJD1997 says:

    Not a Pirate:

    I, my family, and friends, are not employees or part of the 3k “family”. We are independent investors.

    If you look at the shareholder base, I doubt very many of them are happy with the results of management.

    Even if 3k fails (this time), I suspect that shareholders will continue to take a run at management in the future. There are “stranded” assets here that can be sold. CLWY is vulnerable to this, especially when the share price trades at such low prices.

    If I were “king” of CLWY, I would most likely shut down Houston and use the money from the sales to pay off most of the debt. I would then initiate a small dividend. If there are Dallas properties that are worth more as real estate than nurseries, I would close them down and sell them off too.

    I think it will be a close call as to the success of the 3K group. Even if they fail this time, it could attract the attention of another activist investor. The only way I see management keeping their jobs (long term) is if they buyout shareholders and take the company private.

    We’ll see what happens in a little while…

    • Yes, it will be close. It will be interesting to see what happens in a year if 3K loses this fight. Will they be back for more? Will CLWY perform well?

      I am kind of surprised that insiders have yet to make a bid for the company.

      • Not a pirate says:

        Jeff, I bet insiders would make a bid if they had the funds. I’ve read about Calloway’s “fat or bloated management” and it almost makes me laugh. I can’t imagine anyone in the garden industry is rolling in dough. It’s a hard knocks industry. I compare it to agriculture and farming. Lots of fighting giant retailers for market share and hard labor for margins. People may be over estimating how much money management of all garden centers get out of their businesses and how careful expenses are managed to keep garden centers in general operating.

        The sad part is that if Calloway’s wouldn’t have needed the funds they wouldn’t have sought investors in the first place. It was all before my time at the company and don’t quote me on these facts, but I believe General Host took them public. Somewhere along the line the stock value gotten driven up. But I imagine those investors are likely long gone with the profits they made with stocks they sold, Calloway’s remains holding the bag. I understand Peter Lynch wrote about Calloway’s but in my opinion that was a different time, since the the box stores have duplicated a lot of what Calloway’s started and the competition has stiffened. For me the most beneficial opportunity, is for long-term growth, slow and steady. What looks good on paper isn’t always realistic. From where I sit a lot of the “low-hanging fruit” opportunities have been harvested. (Pun intended.) Hopefully continuing to control costs, grow sales and increase profitability will steadily increase stock value overtime.

        • Management could make a bid using leverage and make a killing if they are doing 1/2 the job that they say they are. I am not trying to be argumentative, but they are sitting one what can only be described as a Hell of an asset relative to their market cap, in their Voss Rd property. Please, explain how keeping that property, or, doing a sale lease back on it is better for shareholders than not.

          • Not a pirate says:

            I am not sure how that would work or how what your suggesting would impact the company overall. It seems the existing Houston stores are large volume stores that contribute to the company. And while I am not aware of plans to expand in Houston, if part of the 3K plan is to continue to grow the company by increasing store locations the Houston market might offer more potential than DFW. All of this is based on the assumption that the plan is truly to improve and grow the business.

        • Growing a business does not mean in any way that share price will appreciate. Only absolute return for shareholders will do that. Sometimes businesses are too big for their own good or need to rearrange their stores.

          Again, I ask: “have you, or anyone else at the organization done any sort of discounted cash flow based on a sale of the Voss Rd property versus that of keeping it as a store.”

    • Not a pirate says:

      DTEJD1997,

      Thank you for your thoughts. To clarify, are you suggesting selling the Houston locations and issuing dividends (that would likely add up to a handful of change per share) would be more beneficial than growing the stock value long-term?

      Personally, I would rather get greater value over time than undergo a change that could stunt the business and limit growth potential. How many more DFW locations can realistically be added before the market over saturates? And with what I perceive as undeserved areas around Houston, why limit the growth potential by leaving a major market?

      If part of the 3K plan is to open DFW locations, I am concerned that they have underestimated cost and energy that goes into opening garden centers in this market. Unlike tile stores in a metro area or car or manufacturing businesses on the outskirts of town, the high end DFW communities where Calloway’s target customers would shop have a sea of coding regulations and the process of meeting those requirements to secure a prime location can be a much different beast than opening a traditional retail or business location. Mean while, Houston has much looser coding requirements.

      If I am not mistaken, you are in the Houston area. I suggest you take a visit to the Voss and Dairy Ashford locations in October and November, then swing on up to DFW and visit some Calloway’s locations. If you know anything about the Cornelius locations, you know about their extensive Christmas business already. But if you take some time to visit locations during that period, I am certain you will see first-hand the holiday business opportunity the Houston stores offer over the DFW stores. I would think the Fall and Winter business of those locations offers the company a significant financial benefit outside of the core Spring season.

      Please note, I do not know the future growth plans for the company other than the Little Elm store that will be opening in the coming weeks. My opinions are based on my familiarity of the markets and the company. It is because of these thoughts that I am concerned with the current proposal. And yes, as a past employee I did not always agree with all the management decisions, however I respect and appreciate the progress and growth they have accomplished in recent years. I purchased shares knowing these limitations and factors. As a sharehold, I would like to see the organization continue on a steady path of long-term growth.

      • DTEJD1997 says:

        Not a Pirate:

        I hate to be argumentative here….but there is almost NO WAY that the Houston market makes economic sense for CLWY.

        A sale leaseback would not make any sense either…the problem with that is that the lease payments would simply be too high.

        And yes, I would advocate starting a dividend. What has management been doing all these years? Destroying capital and lining their pockets is what they have been doing. If they were hourly employees, they would have been fired YEARS ago.

        One last time, if Voss Road is worth $8,000,000 and CLWY’s cost of capital is something like 10%, CLWY would have to be NETTING $800,000 a YEAR from just that location. Not sales, not cashflow, but net earnings. The whole of the company is only making $850k!

        So either Voss Rd. is a gold mine and the other locations are dragging it down, or it does not make ANY economic sense. Same thing for Dairy Ashford.

        The company could sell these locations and get a provision that they are able to operate rent free for 6-8 months to get the boost from a strong selling season, and then an orderly wind down of selling inventory & fixtures.

        They could easily pay off ALL of the company’s debt. In fact, I bet they could pay it off, and have extra left over.

        CLWY operating with NO debt and cash in the bank should be able to pay a dividend. If it can’t, start the same process in Dallas and wind down the company. Paying a dividend would help to “clarify” management’s attention. Make the money to pay the dividend OR lose your job. Simple as that.

        So yes, I would prefer a dividend to management wasting capital. You seriously would trust them to invest EVEN MORE money in the company? What have been the results? Losing venture after losing venture. Massive accumulated losses. The only people any money at this are the insiders!

    • Not a pirate says:

      Yes, we’ll see. My hope is that there’s a positive outcome for all involved from shareholders to the dedicated store teams working in Texas greenhouses when it’s 100 degrees outside to the founders who put everything on the line to start this thing 25+ years ago. Clearly, it hasn’t been smooth sailing for anyone involved but none of those connected to the organization would be discussing this if at some point each individual ties to this thing if we thought it was a dog. All of us have or had the common belief a some point that the idea of this business was worthy of our time, talent and personal investment, right?

  9. Not a pirate says:

    Looks like a possible win-win!

    Update:

    DATE: July 30, 2013 MEDIA, INVESTOR, Dan Reynolds
    FOR RELEASE: Immediately ANALYST CONTACT: (817) 222-1122
    CALLOWAY’S AND 3K REACH SETTLEMENT AGREEMENT
    FORT WORTH, TX — JULY 30, 2013 — Calloway’s Nursery, Inc. (PK:CLWY) (or the “Company”) and 3K Limited Partnership (“3K”) jointly announced today that the Company and 3K have entered into a settlement agreement regarding their proxy contest related to the Company’s 2013 Annual Meeting of Shareholders.

    Under the terms of the agreement, the Board of Directors will be expanded from five to eight members. Two 3K nominees, Peter H. Kamin and Alan B. Howe, will join the Board, along with David Straus, President and CEO of Sloat Garden Center, Inc. They will join the five Company nominees, James C. Estill, John T. Cosby, John S. Peters, Dr. Stanley Block and Daniel R. Feehan.

    Mr. Estill, Chairman of the Board of the Company, said, “We welcome Peter Kamin, Alan Howe and David Straus, major shareholders, to assist the incumbent directors in the continuing effort to create shareholder value.”

    Mr. Kamin added, “We are pleased to put this disagreement behind us and look forward to working productively with Jim Estill and his colleagues. We believe that the company has developed a uniquely merchandised store operating format which can position the business for growth both within and outside its core markets. On behalf of myself and the two other newly nominated Directors, we expect to be able to contribute our experiences in developing high return business models as part of the new Calloway’s board.”

    The Company’s Annual Meeting will proceed as scheduled on Wednesday, August 7, 2013 at 8:30 a.m. (CDT) at the Fort Worth Botanic Garden. Shareholders may still attend and participate in the Annual Meeting.

    Founded in 1986, Calloway’s Nursery, Inc. http://www.calloways.com is an 18-store garden center chain serving the Dallas – Fort Worth (as Calloway’s Nursery) and Houston (as Cornelius Nursery) markets. The company strives to make gardening fun, easy and successful for customers by offering expert advice from Texas Certified Nursery Professionals; store environments that are educational and easy to shop; weekly gardening clinics that serve both novice and expert gardeners; displays and instructions to aid gardeners with design and color development in their yards; and a product selection of the best plant varieties available.

  10. Anonymous says:

    I noticed they are up after posting their report. Looks like they are improving and they are selling properties. I am a little confused because by the amount it seems it would have been the Voss Road property but it is still listed as owned on their schedule of properties.

  11. michiel says:

    Looks like it’s the ashford property in Houston. I don’t see it listed anymore.

    Gain pretty much came out of nowhere

    • DTEJD1997 says:

      If it was the Dairy-Ashford location…that makes a lot of sense.

      I’ve actually been to it in the past. It was “run down” and it looked like they planning an exit.

      It was also CLEARLY the less valuable of the two Houston properties.

      If the stock moves back down, this could still be an incredible buy. There is a lot of value left here.

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