On Track Innovations: It Would Have Been Enough

Oct.10.12 | About: On Track (OTIV)

There is a song sung during the Jewish Passover Seder called "DAYENU". Translated into English, Dayenu means "it would have been enough". After reading OTIV shareholder Jerry Ivy's latest 13D filing, it appears to me that Jerry Ivy has had enough with the board of directors of On Track Innovations (NASDAQ:OTIV) and the OTIV management team headed by Oded and Ohad Bashan.

In his filing, Ivy states he has "long been impressed with the Issuer's technology and efforts of its employees in creating new, innovative, patentable technology". He calls OTIV's financial performance "dismal", and says the company has a "long history (22 years) of failing to make a profit" and uses the company's reported Q2 2012 financial results (a $5M loss) as an example. Ivy calls for a management and board of directors who will "align" their interests with shareholders. He further notes a "lack of transparency with investors" and "poor corporate governance practices"... "After more than six years as a shareholder, Mr. Ivy has concluded that the current board of directors is incapable, or unwilling, to make the changes necessary for shareholders to realize the long promised potential of the Issuer". Moreover, " Mr. Ivy plans to contact shareholders to encourage them to vote against the Issuer's nominees" in the company's proxy dated October 4, 2012".

It is interesting to note that Ivy has been joined by Jeffrey Eberwein and Charles Gillman in this endeavor to effect changes in both OTIV's board of directors and management team. Both Eberwein and Gillman have tremendous experience in proxy battles which have resulted in increased shareholder equity. It appears to me that Eberwein and Gillman take no prisoners, and if OTIV chooses to fight back, it will lose. Furthermore, Ivy's lawyer, Mark Beatty, is a seasoned and experienced securities lawyer, with a long list of notable clients, including Bill Gates.

In my opinion, the OTIV board of directors and management team should not destroy shareholder equity and fight Mr. Ivy's efforts to effect change. But the Bashan's have lucrative compensation packages, and I feel that they will fight for their jobs. Neither the company's board or management team got the message from shareholders that shareholders were unhappy with management in March 2012, when shareholders overwhelmingly rejected the company's attempt to fund a "poison pill" package. In the short term, an impending proxy battle may have a negative effect on OTIV's stock price as potential customers may not want to engage in a business relationship with a company in turmoil. I believe this will be a minor cog in the wheel.

If Ivy is successful (and I believe he will be), I feel there are two options that the company may pursue. A new board, more representative of shareholder interests, could hire a new management team that will produce revenue and profits, or the company could be sold. In either case, I feel OTIV's stock price will increase appreciably over the next 12 months, and investors will turn "paper losses" into an appreciable gain.

Disclosure: I am long OTIV. I wrote this article myself, and it expresses my own opinions. I am not receiving compensation for it (other than from Seeking Alpha). I have no business relationship with any company whose stock is mentioned in this article.