A forum for dissident shareholders of Torrance area coffee roaster
Farmer Bros. Co. said Friday that it hired an investment banking firm
to explore selling the company.
The move comes as the Farmer Bros. share price continues to sag
near the bottom of a 52-week range.
Chicago-based J.H. Chapman Group, which specializes in mergers and
acquisitions of companies in the food industry, will advise the forum.
"Shareholders have run out of patience and it's clear that
management won't do what needs to be done.
"So, shareholders can either watch their investment be dissipated
or take matters into their own hands," said Gary Lutin, who runs the
forum from his New York office.
Lutin hopes the process will end with an outright sale of Farmer
Bros. or, less likely, some kind of joint venture.
A Farmer Bros. spokesman declined to comment on the Chapman Group's
involvement.
In sometimes acrimonious tones for the past few years, dissident
shareholders have pushed the idea of selling the company by claiming
management is ineffective. The dissidents' campaign began even before
the current stock slide.
"A limited number of investors" will help guide the Chapman Group
during the process, which could take three to six months, or longer,
according to Lutin.
In its fourth quarter filing last month, Farmer Bros. reported that
it lost $3.7 million, or 27 cents per share, compared with net income
of $2 million, or 15 cents per share, in the same quarter last year.
For the fiscal year, the company reported a net loss of $5.4
million, or 40 cents per share, compared with last year's net income
of $12.7 million or 81 cents per share.
The company blamed its deteriorating financial performance mostly
on higher prices for green coffee. The company also described
initiatives to improve sales including creating a new sales team to
focus on larger customers, becoming more aggressive in trade show
promotions and launching new products.
Closing Friday at $20.48, the Farmer Bros. share price is close to
half its value from mid-2004.
In the past year, other food processing companies have lost share
price including Kraft Foods Inc., ConAgra Foods Inc. and Sara Lee
Corp. -- although not as steeply.
However, shares for specialty coffee roaster Peet's Coffee & Tea
Inc. have performed well in the past year.
Even if the Chapman Group finds a buyer, the dissident investors
still must overcome significant odds -- 58 percent of the company's
voting stock is owned or controlled by either the founding Farmer
family or in an employee stock ownership plan.
In the past, an overwhelming majority of the shares in those two
voting blocs have voted in favor of company management decisions.
Lutin said economic realities may cause those votes to turn in
support of the dissident investors' efforts.
"The employees and family members should have an even more
significant interest in finding someone who can better run the
business to secure the pride they've earned, and their careers and
retirement funds," Lutin said.
Many of the Farmer family shares are held in family trusts.
Lutin suggested that if the stocks in the trusts are used to vote
against a sale of the company, this could lead to legal action against
the trustee overseeing the trusts.
"No matter what their current views are, I would be surprised that
the trustee did not respond positively to a proposal that was in the
best financial interests of the beneficiaries," Lutin said. "If not, I
would expect their lawyers or a judge to explain the alternatives (to
the trustee)."
In response, Farmer Bros. spokesman James Lucas said, "With respect
to his speculation about the trusts and their structure, Mr. Lutin is
all wet."