Saturday, November 03, 2007

Losing Patience With Tootsie Roll (TR)

Sometimes, as value investors, we become enamored with a good story. For Tootsie Roll, the story was a strong brand, very solid profit margins, and aging owners. Unfortunately, the company continues to stagnate under the leadership and control of the Gordon family.

We knew they might be an issue, but believed that at their ages, Ellen, 76 serving as President, and CEO Melvin, 87, would seek an exit strategy. We believed they would sell out, perhaps to Hershey (HSY), or Wrigley (WWY). This might still happen, but as shareholders wait, sales stagnate, margins erode, and opportunities are wasted.

Shares are down about 25% this year, as the broader markets have rallied, despite the credit crunch and subprime mess. Sales were flat from 2005 to 2006, and net profit margins, still very healthy at 13.3% for 2006, fell from above 15% the prior two years.

Third quarter results, typically the make or break quarter for Tootsie Roll, were disappointing. Sales fell 2% from the same quarter last year ($182.9 million, $186.4 million), and net income fell 19%, from $29 million, to 23.4 million. Net margins dropped from 15.6% to 12.8%. Nine month numbers are not any better. Nine month 2007 sales fell 2% to $377.7 million from $385.2 million. Net income fell 25% to $43.5 million from $54.2 million, net margins to 11.5% from 14.1%. Ouch!

Once again, Ellen Gordon cited higher ingredient costs, as well as unfavorable foreign exhange rates (From Canadian manufacturing operations) among the reasons for the shortfall.

Perhaps the Gordon's should consider taking a pay cut until they can right this ship. Their compensation for 2006 was $10,401,400 according to the company's DEF14A filing. This included salary, bonus, and "other compensation". The following is taken directly from the 14A:

2) The All Other Compensation column reflects the following benefits:

· For each of Mr. Gordon and Mrs. Gordon $1,536,767 and for each of Messrs. Ember, Newlin and Corr between approximately $1,000 and $4,000, reflecting premiums paid by the Company under the split-dollar life insurance agreements in 2006. The Company is entitled to fully recover these and all prior premium payments upon the death of the insured(s) or otherwise under the terms of the agreements. See “Compensation Discussion and Analysis—Split Dollar Life Insurance Agreements” for a more detailed discussion of the split-dollar life insurance agreements.

· The shared use of Company aircraft by Mr. and Mrs. Gordon, to travel between corporate headquarters and other locations where they maintain both executive offices and personal housing, in the amount of $503,900 for each of Mr. Gordon and Mrs. Gordon. See “Compensation Discussion and Analysis—Perquisites” above for a discussion of the reasons why the Company provides these benefits. Although the Board of Directors has approved these expenditures for Company aircraft as reasonable business expenses because of the actual and potential benefits to the Company, such expenditures are considered compensatory perquisites to Mr. and Mrs. Gordon under an SEC interpretation. The amounts included above reflect the aggregate incremental cost to the Company of travel between these locations by the Gordons, based on the proportion of hours flown for this travel relative to all hours flown. This calculation of aggregate incremental cost includes the proportionate amount of all operating costs and fixed charges (other than depreciation) such as monthly management fees, pilot charges, fuel, maintenance, insurance and other fees. In 2006 the Chief Executive Officer and the Chief Operating Officer also used Company aircraft for a minimal amount of personal travel, the incremental cost of which was $11,562 for each of Mr. and Mrs. Gordon, which usage has also been approved by the Board of Directors for security and other reasons.

· The shared use of a Company owned apartment when they are working at the Company’s headquarters in the amount of $60,993 for each of Mr. Gordon and Mrs. Gordon. The amounts in the table with regard to this item include one year of depreciation expense plus the out of pocket costs related to the apartment including real estate taxes, maintenance expenses, utilities and association fees. The Company believes that the cost of owning the apartment over time has been substantially offset by appreciation in the real estate.

· The following amounts contributed by the Company for the benefit of the named executive officers in 2006 under the Company’s pension plan, profit-sharing plan and EBP: $24,991 for each of the named executive officers with respect to the pension and profit sharing plan; $220,993, $209,235, $102,127, $154,434 and $147,522 for Mr. Gordon, Mrs. Gordon, Mr. Ember, Mr. Newlin and Mr. Corr, respectively, with respect to the EBP; and $147,000, $204,000, $197,000 for Mr. Ember, Mr. Newlin and Mr. Corr, respectively, with respect to the CAP.

· Amounts with respect to the costs of personal use of automobiles provided to each of the named executive officers other than Mr. and Mrs. Gordon and, for them, amounts with respect to their shared use of an automobile and driver based on all direct costs of maintaining and operating the automobile and the proportionate cost of the portion of an employee’s time used for driving.

By the way, the Gordon's total compensation for 2006 represented 15.78% of company net income.

What's a Shareholder to do?
Shareholders are evidently voting with their feet, given Tootsie Roll's stock price decline. They see little recourse, as the Gordon's control about 80% of the companies Class B shares, (this class has superior voting rights), and 40% of the common shares. Perhaps a continued slide in company operating performance and stock price will force the Gordon's to act as they see their fortune decline. We hope it does not take that. This could be a great company.

*The author has a position in Tootsie Roll Industries (TR). This is neither a recommendation to buy or sell any securities. All information provided believed to be reliable and presented for information purposes only. The author will not trade any of the securities mentioned (buy, sell, short) for at least two weeks following the date of this post.

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