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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. _)*
Table Trac Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
87336P106
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(CUSIP Number)
Chris Doucet, 2204 Lakeshore Drive, Suite 425,Birmingham, Alabama 35209
205-414-9788
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
June 8, 2011
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(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. [X]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7 for other
parties to whom copies are to be sent.
The remainder of this cover page shall be filled out for a reporting persons
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be for the purpose of Section 18 of the Securities Exchange
Act of 1934 () or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
Persons who respond to the collection of information contained in this form are
not required to respond unless the form displays a currently valid OMB control
number.
SEC 1746 (3-06)
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CUSIP No. 87336P106
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1 Name of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
Doucet Capital,LLC, sole owner of Doucet Asset Management, LLC 03-0600886
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2 Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
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3 SEC Use Only
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4 Source of Funds (See Instructions)
HC
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5 Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)[ ]
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6 Citizen or Place of Organization
Delaware, US
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Number of 7 Sole Voting Power 0
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Shares
Beneficially 8 Shared Voting 370,720
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Owned by
Each 9 Sole Dispositive Power 0
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Reporting
Person With 10 Shared Dispositive Power 370,720
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11 Aggregate Amount Beneficially Owned by Each Reporting Person
370,720
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12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
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13 Percent of Class Represented by Amount in Row (11)
8.91%
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14 Type of Reporting Person (See Instructions)
HC
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CUSIP No. 87336P106
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1 Name of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
Doucet Asset Management, LLC 03-0600882
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2 Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
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3 SEC Use Only
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4 Source of Funds (See Instructions)
IA
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5 Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)[ ]
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6 Citizen or Place of Organization
Delaware, US
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Number of 7 Sole Voting Power 0
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Shares
Beneficially 8 Shared Voting 370,720
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Owned by
Each 9 Sole Dispositive Power 0
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Reporting
Person With 10 Shared Dispositive Power 370,720
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11 Aggregate Amount Beneficially Owned by Each Reporting Person
370,720
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12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
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13 Percent of Class Represented by Amount in Row (11)
8.91%
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14 Type of Reporting Person (See Instructions)
IA
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CUSIP No. 87336P106
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1 Name of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
Christopher L. Doucet, managing member of Doucet Capital, LLC and
CEO and control person of Doucet Asset Management
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2 Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
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3 SEC Use Only
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4 Source of Funds (See Instructions)
IN
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5 Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)[ ]
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6 Citizen or Place of Organization
US Citizen
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Number of 7 Sole Voting Power 0
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Shares
Beneficially 8 Shared Voting 370,720
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Owned by
Each 9 Sole Dispositive Power 0
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Reporting
Person With 10 Shared Dispositive Power 370,720
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11 Aggregate Amount Beneficially Owned by Each Reporting Person
370,720
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12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
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13 Percent of Class Represented by Amount in Row (11)
8.91%
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14 Type of Reporting Person (See Instructions)
IN
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CUSIP No. 87336P106
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1 Name of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
Suzette A. Doucet, CFO and control person of Doucet Asset Management, LLC
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2 Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
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3 SEC Use Only
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4 Source of Funds (See Instructions)
IN
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5 Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)[ ]
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6 Citizen or Place of Organization
US Citizen
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Number of 7 Sole Voting Power 0
--------------------------------------------------------
Shares
Beneficially 8 Shared Voting 370,720
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Owned by
Each 9 Sole Dispositive Power 0
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Reporting
Person With 10 Shared Dispositive Power 370,720
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11 Aggregate Amount Beneficially Owned by Each Reporting Person
370,720
--------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
--------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
8.91%
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14 Type of Reporting Person (See Instructions)
IN
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Item 1. Security and Issuer
The class of equity to which this statement relates is the common stock
$0.001 par value (the "Common Stock") of Table Trac, Inc.
(the "Company"), which has its principal executive offices at:
6101 Baker Road, Suite 206
Minnetonka, MN 55345
Item 2. Identity and Background
Doucet Capital LLC, Doucet Asset Management LLC, Christopher L. Doucet,
and Suzette A. Doucet are the persons filing this statement. Doucet
Capital is a holding company which owns Doucet Asset Management LLC, a
SEC registered investment adviser firm that exercises discretionary
authority over client investments. Both firms are limited liability
companies organized under the laws of the state of Delaware. Christopher
L. Doucet is the managing member of Doucet Capital LLC and Chief Execu-
tive Officer of Doucet Asset Management. Suzette A. Doucet is a member
of Doucet Capital and the Chief Financial Officer of Doucet Asset Manage-
ment. As such, Mr. and Mrs. Doucet control the activities of Doucet
Capital and Doucet Asset Management. Both Mr. and Mrs. Doucet are US
citizens. The business address of each of the Reporting Persons is
2204 Lakeshore Drive, Suite 425, Birmingham, Alabama 35209.
During the last five years, neither of the Reporting Persons has been (a)
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or (b) a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation
with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
As of June 8, 2011 Doucet Asset Management has acquired 370,720
shares of the Common Stock of the Company on the open market for
total consideration of $450,730.85.
The above amount of total consideration includes any commissions incurred
in the making of the investments. The source of these funds was the
investment capital of the discretionary clients of Doucet Asset Manage-
ment, which include Christopher and Suzette Doucet.
Item 4. Purpose of Transaction
All of the shares of Common Stock reported herein were acquired for
investment purposes, and were originally acquired without the purpose or
effect of changing or influencing control of the Company. The Reporting
Persons review on a continuing basis the investment in the Company. Based
on such review and depending on the price and availability of the
Company's securities, the Reporting Persons may acquire, or cause to be
acquired, additional securities of the Company, in the open market or
otherwise, dispose of, or cause to be disposed of, securities of the
Company, in the open market or otherwise, at any time, or formulate other
purposes, plans or proposals regarding the Company or any of its
securities, to the extent deemed advisable in light of general investment
and policies of the Reporting Persons, the Company s business, financial
condition and operating results, general market and industry conditions
or other factors.
Doucet Asset Management believes Table Trac Inc (TBTC.OB) is undervalued
by a multiple of its current trading price and would like to see
management maximize stockholder value, and has sent the following letter
to the Company's Board of Directors:
June 8, 2011
Table Trac, Inc.
Board of Directors
6101 Baker Road, Suite 206
Minnetonka, MN 55345
Sent: Federal Express
Dear Board:
After failed attempts to reach Chad Hoehne via telephone, I wrote
you a letter, and sent the letter via certified mail, on April
6, 2011. The letter was sent specifically to Chad but intended
for all of you. Chad confirmed he received the letter via an
e mail reply on April 15th and promised a Board response in
the following week. My letter to the Board was written in response
to weak financial performance, an escalation of expenses by over
160% despite an equally alarming decrease in revenue over the same
period, and an obvious lack of will or ability to fix the
problems which currently plague the Company.
The reason for my correspondence today is shareholders have seen very
little evidence things are improving at the Company. Doucet Asset
Management, LLC, through its managed accounts, broker dealer accounts
and personal accounts, own a total of 489,135 shares of common
stock of Table Trac. Inc (TBTC). Our motives are simple. We want what
every shareholder of a publicly traded company wants, our invested
capital to appreciate in value. The actions of the Company, as well
as lack of action in some instances, make it painfully obvious that
the Company is not being managed consistent with, at the very least,
protecting shareholder capital, much less maximizing shareholder value.
I would like to point out to you and to other shareholders the
alarming path you are taking the Company down.
Board Issues
1. The simple fact is four of the five outside Board members
who have served on the Board since I have been a shareholder have
resigned or have been asked to resign from the Board, including
the last two Audit Committee chairmen. TBTC has had an independent
board for a total of approximately 5 months and 11 days in the 7 years
we have been shareholders leaving considerable doubt the Board has
been independent and has provided full oversight of management to
protect the interests of ALL shareholders.
2. For current year Board election, the Proxy Statement (dated
May 24, 2011) states, the only nominees for election to the Board of
Directors have been nominated by a stockholder of the Company.
(which is boldfaced and plastered throughout the document). The
Board of Directors makes no recommendation as to the persons nominated
by the preparing stockholder. Yet the Proxy Statement for the 2010
annual meeting clearly states, the Board of Directors recommends a
vote FOR the proposed board members. If one reads a little further,
this shareholder the Proxy Statement mentions, is Chad Hoehne, the
CEO, the PFO, the Founder of the Company, the largest shareholder,
and the highest paid employee of the Company. Therefore, it is
disingenuous, at best, to suggest the new Board will even have a
modicum of true independence.
3. Executive compensation is set by the Compensation
Committee according to the Compensation Committee Charter attached
to the most recent Proxy Statement. Section II of the Charter clearly
states, the Committee shall be comprised of at least two directors,
each of whom shall be independent, non-officer directors, free from
any relationship that, in opinion of the Board, would interfere with
the exercise of his or her judgment as a member of the Committee.
Consider the level of the CEO compensation as a percentage of total
company revenues and net income.
Table Trac, Inc (TBTC)
Based on 10K Filings, 2006 through 2010; DEF 14A Filings;
10Q Filing Sept 30, 2010 (000s)
2006 2007 2008 2009 2010 Totals
Revenues 859 2,720 4,622 3,158 3,025
Gross Margin 707 1,994 3,516 2,466 2,321
% 82.3% 73.3% 76.1% 76.5% 76.7%
SG&A 635 857 1,662 2,518 2,238
Net Income 259 718 1,178 16 124 2,295
Shares 4,401 4,338 4,469 4,463 4,282
CEO Comp 296 300 333 376 358 1,663
as % of Revenue 34% 11% 7% 12% 12%
as % of Net Inc.114% 42% 28% 2351% 288% 72%
Otherwise put, the CEO compensation over the past five years
(2006 to 2010) is equal to 72% of net income. In 2010,
the gross revenue fell to $3,025,000, down 4% from 2009
and down 35% from 2008. For those same two years, the
combined net income was $140,000, while Mr. Hoehne received total
compensation was approximately $733,000 during that same period
or roughly 426% of net income. The Minnesota Star Tribune named
Mr. Hoehne as the 88th highest paid executive in Minnesota in 2010.
The 2011 Proxy Statement is rather misleading when it suggests CEO,
Chad Hoehne, had an 11.5% reduction in total compensation from
$375,144 in 2009 to $332,215 in 2010. This 2010 number does not
include director compensation of $25,500 for 2010, suggesting
Hoehne received total compensation was in fact $357,715 or a reduction
in income of only 4.64%. Would an independent Compensation Committee
agree to make the compensation of the CEO of a company with only
$3 million in revenues the 88th highest paid executive in Minnesota?
4. According to a press release dated October 15, 2010,
Effective October 14, 2010, the Board of Directors of the Company
approved, based on the recommendation of the audit committee, the
engagement of Baker Tilly Virchow Krause, LLP as the
independent registered public accounting firm for the fiscal year
ending December 31, 2010. However, according to the Audit Committee
Charter included in the most recent Proxy Statement, The Committee
shall be comprised of two or more directors, each of whom shall be
independent, nonofficer directors. Glenn Goulet, formerly an
independent board member, became Executive Vice President on 8/23/10.
(No 8K was filed, even though it would have been appropriate to do
so. The 8K should have disclosed salary and other details of
employment.) Yet Goulet continued to serve on the board and was not
asked to resign from the Board until the 2010 Form 14A was filed on
11/22/10. Thus, during the time period between August and November
2010, the Board consisted of three insiders and one outsider. Due
to the language of the Company Charter, such decision could not
have been recommended by the Audit Committee since the Committee did
not meet the definition of the Audit Committee established by the
Company Charter. The 2010 10K states the Audit Committee made
the decision to save the Company money and yet the audit and audit
related expenses, according to the most recent Proxy Statement, went
from $58,604 to $92,004 or an increase of 57%.
5. TBTC stated in its 10Q for the quarter ended 3/31/11 that
the material weaknesses described in our Annual Report on Form 10K
for the year ended December 31, 2010 were not effectively remediated
as of March 31, 2011. These same material weaknesses were noted in
the 2009 Annual Report on Form 10 K. Despite the recent hiring of a
full time CFO, we are not aware of any other deficiencies being
remediated.
Expense Controls and Profitability
6. Since 2007, while revenues have increased 11% (from
$2,720,000 in 2007 to $3,025,000 in 2010), SG&A has ballooned
161% (from $857,000 in 2007 to $2,238,000 in 2010).
7. According to the most recent 10Q filing (quarter ended
3/31/11), SG&A increased from $430,580 in 2010 to $630,271 or 46%
despite declining revenues (down approximately 13%).
8. There has been much discussion about whether a loan of
$250,000 to a customer in Walker County, AL for a start up bingo
operation was prudent. Management can argue as to the merit of their
decision, but what is not arguable is there was not an independent
Board in place at the time of the decision and the financial result:
Company profits were reduced in 2009 by $324,380, which included
writing off the entire $250,000 loan, $45,796 of participation revenue
recorded on the accrual basis and $28,584 of deferred system sales
costs. The Company also lost the opportunity to collect an additional
$101,530 in interest earned under the $250,000 loan agreement then in
place before the judge in Walker County made a decision.
(Excerpt from Form 10 K for period ending December 31, 2009).
Again, what is concrete here is neither management nor the Board took
the appropriate precautions, to include requiring the personal
guarantees from the proprietor or filing a lien against the property.
We researched court records in Walker County, Alabama after we were
told by Mr. Siqveland that TBTC had actually filed a lien on the
property and expected to be repaid the loan once the property was
sold . However, the only lien filed was by the contractor who paved
the parking lot. Table Trac Inc management failed to file a
similar lien.
Lack of Communication with Shareholders
9. When questioned about the massive increases in SG and A in 2009
and 2010, much was due to bad debt. When Doucet questioned Bob
Siqveland on two different occasions on financial matters, his
response to us was, I am not qualified to answer this one. According
to his bio, prior to joining Table Trac, Mr. Siqveland was an
investment advisor and venture capitalist for 25 years. It is
unfathomable that a 25 year veteran in the investment industry and
board member of Table Trac for 12 years cannot explain such a
substantial increase in SG and A and would not be qualified to answer
those kinds of questions.
10. The Company does not hold quarterly conference calls with
investors despite the fact the Company would have all the necessary
information prepared for such a call once Form 10Q is filed. This
would require little more than making the management team and perhaps
Board members available for an hour a quarter to discuss performance
and investor concerns.
11. The Company consistently files its Form 10Qs and Form 10Ks
at the last possible minute or late. TBTC filed late five times since
I have been a shareholder, according to SEC filings: Q209, Q307, Q207,
Q206, and Q205.
12. The Form 10 K for the period ending December 31,
2010 is approximately 21 pages. The Proxy Statement dated
May 24, 2011 is 16 pages. Once again, this act illustrates the Board
and Management might be more concerned about protecting their self
interest than providing transparency to ALL shareholders.
Doucet Capital, LLC and its subsidiaries have investment interests in
approximately 235 different publicly traded companies and we have
neither the time nor the desire to be an activist shareholder. In
order for Doucet to become actively involved in any company, we must
first deem the deficiencies of the company to be egregious in nature,
the management weak and Board oversight clearly insufficient. In our
opinion, TBTC has easily met all of the aforementioned criteria.
In my correspondence to you, among other things, I recommended
Mr. Hoehne come to Birmingham and meet our team, go to dinner and
discuss how we could help TBTC build stockholder value. In the letter,
I stated, Doucet Asset Management can assist you in developing your
vision for the future, etc. I went on to say, we will do it at no
charge. You would have access to me and my team for whatever you
need 7 days a week. We would also solicit the help of our clients and
contacts who are in the gaming industry, executives in business who
can help with strategic growth outside of the gaming industry and other
resources we can tap into to help you run the day to day business.
Once again, I was very clear we desired no remuneration of any
type. Whatever stock or cash compensation you could offer us would pale
in comparison to our profit potential if TBTC was managed effectively
and efficiently. After nearly 25 years of managing money, and with a
team which includes two MBAs, a CFA Charter Holder, an accountant and
an ex Wall Street Investment Banker, we have the ability to assist even
complex companies. TBTC is not a complex company. Most reasonable
businessmen would look at TBTC and see a clear path to success. I would
argue all of you know what it will take for TBTC to be successful; I
would also argue your letter, which was not sent until May 9, 2011,
clearly shows the rope a dope tactics TBTC has been so good at
employing over the years and one of the reasons why the enterprise
value of TBTC is a mere $3.463 million.
As a result a result of the lack of independence in the Board slate
nominated by Mr. Hoehne and placed in the Proxy Statement by the
Board, Doucet Asset Management will vote against all nominees except
for Louis Fornetti. Mr. Fornetti appears to be the only truly
independent nominee for the Board on the slate.
Doucet also recommends that the Board immediately hire an investment
banker to explore strategic alternatives to maximize stockholder value,
including a sale of the Company.
In the interim, Doucet implores you, the Board, to do what is in the
best interest of ALL shareholders: Perform your fiduciary duties. Reign
in expenses to reflect TBTCs new revenue reality, especially CEO
compensation. And communicate what is going on at the Company to ALL
shareholders, as is their right as the owners of the Company.
Regards,
Chris L. Doucet
CEO/Managing Partner
Doucet Asset Management, LLC
Doucet reserves the right from time to time to formulate plans and
proposals regarding the Company or any of its securities, and to
carry out any of the actions or transactions to protect the interests
of its clients. Doucet may in the future acquire additional Common
Stock or other securities of the Company in the open market, in
privately negotiated purchases or otherwise and may also, depending
on the current circumstances, dispose of all or a portion of the
Common Stock beneficially owned by them in one or more transactions.
Item 5. Interest in Securities of the Issuer
(a) As of the close of business on June 7, 2011 Doucet Capital,
Doucet Asset Management, Christopher L. Doucet, and Suzette A. Doucet
were the beneficial owners of 370,720 shares of Common Stock, which
constitute in the aggregate 8.91% of the outstanding shares of Common
Stock of the Company based on 4,162,234 shares of Common Stock
Outstanding pursuant to the Form 10-Q for the quarterly period ending
March 31, 2011 filed by the Company.
(b) Doucet Capital, Doucet Asset Management, Christopher L. Doucet, and
Suzette A. Doucet have shared power to vote, direct the vote of, dispose
of and direct the disposition of the Common Stock beneficially owned as
described in Item 5(a) above. Such power is shared among the Reporting
Persons.
(c) Transactions in the Common Stock by the Reporting Persons affected
in the last 60 days are as set forth in the table below. All such trades
were made in open market transactions.
None.
(d) The Reporting Persons have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of,
the Common Stock beneficially owned by them.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
None.
Item 7. Material to be Filed as Exhibits
Exhibit 1. Joint Filing Agreement
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Date: June 8, 2011
DOUCET CAPITAL, LLC
/S/ Christopher L. Doucet
---------------------------
Name: Christopher L. Doucet
Title: Managing Member
DOUCET ASSET MANAGEMENT, LLC
By: Doucet Capital, LLC,
its managing member
/S/ Christopher L. Doucet
---------------------------
Name: Christopher L. Doucet
Title: Managing Member
CHRISTOPHER L. DOUCET
/S/ Christopher L. Doucet
--------------------------
Christopher L. Doucet, individually
SUZETTE A. DOUCET
/S/ Suzette A. Doucet
-----------------------
Suzette A. Doucet, individually
EXHIBIT 1
JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13d-1(k)
The undersigned acknowledge and agree that the foregoing statement on
Schedule 13G, is filed on behalf of each of the undersigned and that all
subsequent amendments to this statement on Schedule 13D, shall be filed on
behalf of each of the undersigned without the necessity of filing additional
joint acquisition statements. The undersigned acknowledge that each shall be
responsible for the timely filing of such amendments, and for the completeness
and accuracy of the information concerning him or it contained therein, but
shall not be responsible for the completeness and accuracy of the information
concerning the others, except to the extent that he or it knows or has reason to
believe that such information is inaccurate.
Date: June 8, 2011
DOUCET CAPITAL, LLC
/S/ Christopher L. Doucet
---------------------------
Name: Christopher L. Doucet
Title: Managing Member
DOUCET ASSET MANAGEMENT, LLC
By: Doucet Capital, LLC,
its managing member
/S/ Christopher L. Doucet
---------------------------
Name: Christopher L. Doucet
Title: Managing Member
CHRISTOPHER L. DOUCET
/S/ Christopher L. Doucet
-------------------------
Christopher L. Doucet
SUZETTE A. DOUCET
/S/ Suzette A. Doucet
---------------------
Suzette A. Doucet