Farmers’ Bitter Dispute Grinding Toward New Chapter
By MATT MYERHOFF - 10/3/2005
Los Angeles Business Journal Staff
In their long-running
battle with family-controlled Farmer Bros. Co., outside shareholders
have opened a new and unusual front. They’re attempting to line up a
sale of the Torrance-based coffee distributor – on their own, without
management’s involvement or its sanction.
Such an effort is a long-shot, at best. But that isn’t stopping Gary
Lutin, a New York investment banker who has facilitated an online forum
for Farmer Bros. shareholders for several years.
“We’ve given up on the board doing its job and therefore shareholders
have taken the initiative to negotiate the required alternatives,” said
Lutin, president of the investment firm Lutin & Co. “You simply need
someone else to assume responsibility for the company. It’s feasible.”
Also unlikely. With Farmer Bros. continuing to lose market share to
more nimble competitors, its stock has fallen below $20, a level not
seen since early 2001. Now it’s questionable whether anyone would even
offer to buy the company at the $30 to $35 per share that Lutin would
like to see.
Then there’s the opposition likely to emanate from the Farmer family,
which owns 39.5 percent of the stock. (An employee stock ownership
program that sides with management owns another 20 percent.)
“In a second- or third-generation business like Farmer Bros., there
are typically family members who aren’t tuned in to the marketplace and
believe that the company can resurge,” said analyst Stephen Pettisse at
Golden Spike Resources Group in Westwood. “Given that situation, finding
somebody who can financially take the family out for what the family
thinks the company is worth is definitely a long-shot.”
Last month, Lutin notified Farmers shareholders that, “since there
are no indications that current management will either improve
performance,” he was organizing a program “to explore and negotiate”
strategic alternatives for Farmer Bros. He invited interested
shareholders to join in if they were willing to respect required
confidentiality conditions.
Farmer Bros. officials would not comment, but spokesman Jim Lucas
said that the board has a fiduciary duty to consider any proposal and
must explain why it would reject an offer.
In practical terms, it’s unlikely that Lutin’s group will come up
with an offer that management would accept, so any prospective buyer
would have to be pursue a hostile deal.
Longtime Chairman and Chief Executive Roy F. Farmer beat back
numerous attempts at shareholder activism before his death in March
2003. His son, Roy E. Farmer, then took over and continued in a similar
vein until he killed himself in January. Since then, Guenter Berger, a
44-year Farmer Bros. employee who was vice president of production since
1990 has been at the helm.
Lutin said the dissident group held back for about six months before
realizing little change would occur under Berger’s watch. Dissident
shareholders, including Franklin Mutual Advisors LLC, a Short Hills.
N.J., investment firm with a 13 percent stake in Farmer Bros., accuse
the Farmer family of mismanaging the company and enacting merger and
acquisition defenses, including a “poison pill” to keep tight control of
the company.
They have urged the board for several years to use its large amount
of cash – about $200 million – to modernize or expand the company or pay
dividends. When that failed, they pleaded for them to sell off the
company or take it private.
Farmer Bros. is struggling to keep pace with the booming coffee
market while other coffee companies have rising profits.
For the fourth quarter ended June 30, Farmer Bros. reported a loss of
$3.7 million, compared with net income of $2 million in the year-earlier
period. Revenues rose to $50.2 million from $47.4 million.
By comparison, Peet’s Coffee & Tea Inc., a specialty coffee producer
based in Emeryville, reported net income of $2.6 million for the quarter
ended July 3, compared with $1.8 million for the like period a year
earlier. Revenues rose to $41.7 million from $33.6 million.
Large operators such as Starbucks Corp. and Coffee Bean & Tea Leaf,
owned by International Coffee & Tea LLC, have taken competition it up a
notch by getting mainstream consumers accustomed to specialty coffees
and teas.
To compete, smaller companies have opened retail stores, invested in
restaurants and offered premium coffees, said Farmer Bros. shareholder
Jack Norberg, chairman of Standard Investment Chartered Inc. of Costa
Mesa.
While sympathetic, Norberg thinks Lutin and the dissidents have no
chance of winning.
“We own less than 1 percent of Farmer Bros.,” he said, “and quite
frankly, we’ve become so tired of the whole thing that we started
selling it off, even at a loss.”
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