þ
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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95-0725980
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(State of Incorporation)
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(I.R.S. Employer Identification No.)
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Large accelerated filer
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£
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Accelerated filer
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ý
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Non-accelerated filer
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£
(Do not check if a smaller reporting company)
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Smaller reporting company
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£
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Page
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PART I – FINANCIAL INFORMATION
(UNAUDITED)
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December 31, 2013
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June 30, 2013
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||||
ASSETS
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||||
Current assets:
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||||
Cash and cash equivalents
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$
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7,864
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$
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2,678
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Restricted cash
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3,576
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8,084
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Short-term investments
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20,553
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20,546
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Accounts and notes receivable, net
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46,368
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43,922
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Inventories
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62,568
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60,867
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Income tax receivable
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158
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409
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Prepaid expenses
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3,490
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3,243
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Total current assets
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144,577
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139,749
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Property, plant and equipment, net
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94,589
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92,159
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Intangible assets, net
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5,845
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6,277
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Other assets
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6,760
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5,484
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Deferred income taxes
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467
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467
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Total assets
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$
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252,238
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$
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244,136
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LIABILITIES AND STOCKHOLDERS’ EQUITY
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||||
Current liabilities:
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||||
Accounts payable
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$
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29,482
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27,740
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Accrued payroll expenses
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20,230
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19,757
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Short-term borrowings under revolving credit facility
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8,523
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9,654
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Short-term obligations under capital leases
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3,413
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3,409
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Short-term derivative liability
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7,125
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9,896
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Deferred income taxes
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923
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923
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Other current liabilities
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5,519
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5,171
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Total current liabilities
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75,215
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76,550
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Long-term borrowings under revolving credit facility
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10,000
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10,000
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Long-term derivative liability
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210
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1,129
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Accrued postretirement benefits
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15,406
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16,076
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Other long-term liabilities—capital leases
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7,657
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8,759
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Accrued pension liabilities
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43,769
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43,800
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Accrued workers’ compensation liabilities
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7,818
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5,132
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Deferred income taxes
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983
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852
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Total liabilities
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$
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161,058
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$
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162,298
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Commitments and contingencies
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Stockholders’ equity:
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||||
Preferred stock, $1.00 par value, 500,000 shares authorized and none issued
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$
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—
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$
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—
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Common stock, $1.00 par value, 25,000,000 shares authorized; 16,464,055 and 16,454,422 issued and outstanding at December 31, 2013 and June 30, 2013, respectively
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16,464
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16,454
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Additional paid-in capital
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32,103
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34,654
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Retained earnings
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100,593
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94,080
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Unearned ESOP shares
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(16,035
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)
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(20,836
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)
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Less accumulated other comprehensive loss
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(41,945
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)
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(42,514
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)
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Total stockholders’ equity
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$
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91,180
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$
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81,838
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Total liabilities and stockholders’ equity
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$
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252,238
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$
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244,136
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Three Months Ended December 31,
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Six Months Ended December 31,
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||||||||||||
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2013
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2012
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2013
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2012
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||||||||
Net sales
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$
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142,151
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$
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135,705
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$
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270,712
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$
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254,858
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Cost of goods sold
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86,713
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85,352
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165,802
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159,884
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||||
Gross profit
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55,438
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50,353
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104,910
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94,974
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Selling expenses
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38,991
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40,765
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76,326
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78,036
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General and administrative expenses
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10,724
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9,041
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19,970
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17,810
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Operating expenses
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49,715
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49,806
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96,296
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95,846
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Income (loss) from operations
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5,723
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547
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8,614
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(872
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)
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Other (expense) income:
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Dividend income
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258
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284
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526
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|
543
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||||
Interest income
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110
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99
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218
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191
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||||
Interest expense
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(393
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)
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(463
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)
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(765
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)
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(920
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)
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||||
Other, net
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(587
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)
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(7,656
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)
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(1,370
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)
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(2,711
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)
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||||
Total other expense
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(612
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)
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(7,736
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)
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(1,391
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)
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(2,897
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)
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Income (loss) before taxes
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5,111
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(7,189
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)
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7,223
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(3,769
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)
|
||||
Income tax expense (benefit)
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402
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(32
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)
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709
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|
409
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Net income (loss)
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$
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4,709
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$
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(7,157
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)
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$
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6,514
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$
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(4,178
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)
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Net income (loss) per common share—basic
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$
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0.30
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$
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(0.46
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)
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$
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0.41
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$
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(0.27
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)
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Net income (loss) per common share—diluted
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$
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0.29
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$
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(0.46
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)
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$
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0.41
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|
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$
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(0.27
|
)
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Weighted average common shares outstanding—basic
|
15,847,958
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15,548,094
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15,825,100
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15,519,980
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|
||||
Weighted average common shares outstanding—diluted
|
15,964,682
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15,548,094
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15,904,456
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15,519,980
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Three Months Ended December 31,
|
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Six Months Ended December 31,
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||||||||||||
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2013
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2012
|
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2013
|
|
2012
|
||||||||
Net income (loss)
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$
|
4,709
|
|
|
$
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(7,157
|
)
|
|
$
|
6,514
|
|
|
$
|
(4,178
|
)
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
||||||||
Deferred losses on derivatives designated as cash flow hedges
|
(2,260
|
)
|
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—
|
|
|
(5,385
|
)
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|
—
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|
||||
Reclassification of deferred losses on derivatives designated as cash flow hedges to cost of goods sold
|
3,735
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|
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—
|
|
|
5,954
|
|
|
—
|
|
||||
Total comprehensive income (loss), net of tax
|
$
|
6,184
|
|
|
$
|
(7,157
|
)
|
|
$
|
7,083
|
|
|
$
|
(4,178
|
)
|
|
Six Months Ended December 31,
|
||||||
|
2013
|
|
2012
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net income (loss)
|
$
|
6,514
|
|
|
$
|
(4,178
|
)
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
14,478
|
|
|
16,640
|
|
||
Provision for (recovery of) doubtful accounts
|
168
|
|
|
(963
|
)
|
||
Deferred income taxes
|
131
|
|
|
—
|
|
||
Net gains on sales of assets
|
(50
|
)
|
|
(3,202
|
)
|
||
ESOP and share-based compensation expense
|
2,134
|
|
|
1,906
|
|
||
Net losses on derivatives and investments
|
1,949
|
|
|
7,038
|
|
||
Change in operating assets and liabilities:
|
|
|
|
||||
Restricted cash
|
4,508
|
|
|
(1,987
|
)
|
||
Purchases of trading securities held for investment
|
(2,963
|
)
|
|
(4,188
|
)
|
||
Proceeds from sales of trading securities held for investment
|
2,207
|
|
|
3,417
|
|
||
Accounts and notes receivable
|
(2,106
|
)
|
|
(2,053
|
)
|
||
Inventories
|
(5,608
|
)
|
|
(2,404
|
)
|
||
Income tax receivable
|
251
|
|
|
289
|
|
||
Prepaid expenses and other assets
|
(85
|
)
|
|
558
|
|
||
Accounts payable
|
2,361
|
|
|
3,885
|
|
||
Accrued payroll expenses and other current liabilities
|
(2,581
|
)
|
|
(3,702
|
)
|
||
Accrued postretirement benefits
|
(670
|
)
|
|
351
|
|
||
Other long-term liabilities
|
(211
|
)
|
|
(1,302
|
)
|
||
Net cash provided by operating activities
|
$
|
20,427
|
|
|
$
|
10,105
|
|
Cash flows from investing activities:
|
|
|
|
||||
Purchases of property, plant and equipment
|
(12,128
|
)
|
|
(6,396
|
)
|
||
Proceeds from sales of property, plant and equipment
|
333
|
|
|
3,911
|
|
||
Net cash used in investing activities
|
$
|
(11,795
|
)
|
|
$
|
(2,485
|
)
|
Cash flows from financing activities:
|
|
|
|
||||
Proceeds from revolving credit facility
|
22,550
|
|
|
15,000
|
|
||
Repayments on revolving credit facility
|
(24,300
|
)
|
|
(19,750
|
)
|
||
Payments of capital lease obligations
|
(1,821
|
)
|
|
(1,558
|
)
|
||
Proceeds from stock option exercises
|
125
|
|
|
—
|
|
||
Net cash used in financing activities
|
$
|
(3,446
|
)
|
|
$
|
(6,308
|
)
|
Net increase in cash and cash equivalents
|
$
|
5,186
|
|
|
$
|
1,312
|
|
Cash and cash equivalents at beginning of period
|
2,678
|
|
|
3,906
|
|
||
Cash and cash equivalents at end of period
|
$
|
7,864
|
|
|
$
|
5,218
|
|
|
|
Six Months Ended December 31, 2012
|
||||||
(In thousands)
|
|
As Previously
Reported
|
|
As Corrected
|
||||
Cash flows from operating activities:
|
|
|
|
|
||||
Net loss
|
|
$
|
(4,178
|
)
|
|
$
|
(4,178
|
)
|
Adjustments to reconcile net loss to net cash provided by operating activities:
|
|
|
|
|
||||
Depreciation and amortization
|
|
16,640
|
|
|
16,640
|
|
||
Recovery of doubtful accounts
|
|
(963
|
)
|
|
(963
|
)
|
||
Deferred income taxes
|
|
—
|
|
|
—
|
|
||
Net gains on sales of assets
|
|
(3,202
|
)
|
|
(3,202
|
)
|
||
ESOP and share-based compensation expense
|
|
1,906
|
|
|
1,906
|
|
||
Net losses on derivatives and investments
|
|
7,038
|
|
|
7,038
|
|
||
Change in operating assets and liabilities:
|
|
|
|
|
||||
Restricted cash
|
|
(1,987
|
)
|
|
(1,987
|
)
|
||
Purchases of trading securities held for investment
|
|
—
|
|
|
(4,188
|
)
|
||
Proceeds from sales of trading securities held for investment
|
|
—
|
|
|
3,417
|
|
||
Short-term investments
|
|
(7,854
|
)
|
|
—
|
|
||
Accounts and notes receivable
|
|
(2,053
|
)
|
|
(2,053
|
)
|
||
Inventories
|
|
(2,404
|
)
|
|
(2,404
|
)
|
||
Income tax receivable
|
|
289
|
|
|
289
|
|
||
Prepaid expenses and other assets
|
|
558
|
|
|
558
|
|
||
Accounts payable
|
|
3,885
|
|
|
3,885
|
|
||
Accrued payroll expenses and other current
liabilities
|
|
3,381
|
|
|
(3,702
|
)
|
||
Accrued postretirement benefits
|
|
351
|
|
|
351
|
|
||
Other long-term liabilities
|
|
(1,302
|
)
|
|
(1,302
|
)
|
||
Net cash provided by operating activities
|
|
$
|
10,105
|
|
|
$
|
10,105
|
|
Derivative Treatment
|
|
Accounting Method
|
Normal purchases and normal sales exception
|
|
Accrual accounting
|
Designated in a qualifying hedging relationship
|
|
Hedge accounting
|
All other derivatives
|
|
Mark-to-market accounting
|
•
|
Gains and losses on all derivatives that are not designated as cash flow hedges and for which the normal purchases and normal sales exception has not been elected; and
|
•
|
The ineffective portion of unrealized gains and losses on derivatives that are designated as cash flow hedges.
|
|
|
Derivatives Designated as
Cash Flow Hedges
|
|
Derivatives Not Designated as
Accounting Hedges
|
||||||||||||
|
|
December 31,
|
|
June 30,
|
|
December 31,
|
|
June 30,
|
||||||||
|
|
2013
|
|
2013
|
|
2013
|
|
2013
|
||||||||
Financial Statement Location:
|
|
|
|
|
|
|
|
|
||||||||
Short-term investments:
|
|
|
|
|
|
|
|
|
||||||||
Coffee-related derivatives
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4
|
|
Short-term derivative liability:
|
|
|
|
|
|
|
|
|
||||||||
Coffee futures
|
|
$
|
7,146
|
|
|
$
|
9,331
|
|
|
$
|
(21
|
)
|
|
$
|
565
|
|
Other current liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Interest rate swap
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
29
|
|
|
$
|
25
|
|
Long-term derivative liability:
|
|
|
|
|
|
|
|
|
||||||||
Coffee futures
|
|
$
|
210
|
|
|
$
|
1,129
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
Three Months Ended
December 31,
|
|
Six Months Ended
December 31,
|
|
Financial Statement Classification
|
||||||||||||
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
|
|||||||||
Net losses recognized in earnings (effective portion)
|
|
$
|
(3,735
|
)
|
|
$
|
—
|
|
|
$
|
(5,954
|
)
|
|
$
|
—
|
|
|
Cost of goods sold
|
Net losses recognized in other comprehensive income (loss) (effective portion)
|
|
$
|
(2,260
|
)
|
|
$
|
—
|
|
|
$
|
(5,385
|
)
|
|
$
|
—
|
|
|
AOCI
|
Net losses recognized in earnings (ineffective portion)
|
|
$
|
(143
|
)
|
|
$
|
—
|
|
|
$
|
(650
|
)
|
|
$
|
—
|
|
|
Other, net
|
(In thousands)
|
|
Three Months Ended December 31,
|
|
Six Months Ended December 31,
|
||||||||||||
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Net losses on coffee-related derivatives
|
|
$
|
(347
|
)
|
|
$
|
(7,859
|
)
|
|
$
|
(1,195
|
)
|
|
$
|
(7,156
|
)
|
Net (losses) gains on investments
|
|
(55
|
)
|
|
59
|
|
|
(750
|
)
|
|
158
|
|
||||
Net gains (losses) on interest rate swap
|
|
2
|
|
|
(40
|
)
|
|
(4
|
)
|
|
(40
|
)
|
||||
Net losses on derivatives and investments
|
|
(400
|
)
|
|
(7,840
|
)
|
|
(1,949
|
)
|
|
(7,038
|
)
|
||||
Net (losses) gains on sales of assets
|
|
(73
|
)
|
|
(11
|
)
|
|
50
|
|
|
3,202
|
|
||||
Other (losses) gains, net
|
|
(114
|
)
|
|
195
|
|
|
529
|
|
|
1,125
|
|
||||
Other, net
|
|
$
|
(587
|
)
|
|
$
|
(7,656
|
)
|
|
$
|
(1,370
|
)
|
|
$
|
(2,711
|
)
|
Counterparty A
|
|
|
|
Gross Amount Reported on Balance Sheet
|
|
Netting Adjustments
|
|
Cash Collateral Posted (Received)
|
|
Net Exposure
|
||||||||
At December 31, 2013
|
|
Derivative Assets
|
|
$
|
229
|
|
|
$
|
(229
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
Derivative Liabilities
|
|
$
|
7,564
|
|
|
$
|
(229
|
)
|
|
$
|
3,576
|
|
|
$
|
3,759
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||
At June 30, 2013
|
|
Derivative Assets
|
|
$
|
4
|
|
|
$
|
(4
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
Derivative Liabilities
|
|
$
|
11,025
|
|
|
$
|
(4
|
)
|
|
$
|
8,084
|
|
|
$
|
2,937
|
|
Counterparty B
|
|
|
|
Gross Amount Reported on Balance Sheet
|
|
Netting Adjustments
|
|
Cash Collateral Posted (Received)
|
|
Net Exposure
|
||||||||
At December 31, 2013
|
|
Derivative Assets
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
Derivative Liabilities
|
|
$
|
29
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
29
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||
At June 30, 2013
|
|
Derivative Assets
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
Derivative Liabilities
|
|
$
|
25
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
25
|
|
|
|
Three Months Ended December 31,
|
|
Six Months Ended December 31,
|
||||||||||||
(In thousands)
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Total (loss) gain recognized on trading securities held for investment
|
|
$
|
(55
|
)
|
|
$
|
59
|
|
|
$
|
(750
|
)
|
|
$
|
158
|
|
Less: (Loss) gain on sales of trading securities held for investment
|
|
(24
|
)
|
|
58
|
|
|
(66
|
)
|
|
158
|
|
||||
Unrealized loss (gain) on trading securities held for investment
|
|
$
|
(31
|
)
|
|
$
|
1
|
|
|
$
|
(684
|
)
|
|
$
|
—
|
|
December 31, 2013
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Preferred stock(1)
|
|
$
|
20,553
|
|
|
$
|
15,995
|
|
|
$
|
4,558
|
|
|
$
|
—
|
|
Futures, options and other derivative assets(2)
|
|
$
|
95
|
|
|
$
|
95
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Derivatives designated as cash flow hedges:
|
|
|
|
|
|
|
|
|
||||||||
Coffee-related derivative liabilities
|
|
$
|
7,356
|
|
|
$
|
7,356
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Derivatives not designated as accounting hedges:
|
|
|
|
|
|
|
|
|
||||||||
Coffee-related derivative liabilities
|
|
$
|
(21
|
)
|
|
$
|
(21
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Derivative liabilities — interest rate swap
|
|
$
|
29
|
|
|
$
|
—
|
|
|
$
|
29
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
June 30, 2013
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Preferred stock(1)
|
|
$
|
20,542
|
|
|
$
|
15,738
|
|
|
$
|
4,804
|
|
|
$
|
—
|
|
Futures, options and other derivative assets(3)
|
|
$
|
4
|
|
|
$
|
—
|
|
|
$
|
4
|
|
|
$
|
—
|
|
Derivatives designated as cash flow hedges:
|
|
|
|
|
|
|
|
|
||||||||
Coffee-related derivative liabilities
|
|
$
|
10,460
|
|
|
$
|
10,460
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Derivatives not designated as accounting hedges:
|
|
|
|
|
|
|
|
|
||||||||
Coffee-related derivative liabilities
|
|
$
|
565
|
|
|
$
|
565
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Derivative liabilities — interest rate swap
|
|
$
|
25
|
|
|
$
|
—
|
|
|
$
|
25
|
|
|
$
|
—
|
|
(1)
|
Included in "Short-term investments" on the consolidated balance sheets.
|
(2)
|
Included "Cash and cash equivalents" on the consolidated balance sheet.
|
(3)
|
Included in "Short-term investments" on the consolidated balance sheet.
|
|
|
December 31, 2013
|
|
June 30, 2013
|
||||
(In thousands)
|
|
|
|
|
||||
Trade receivables
|
|
$
|
46,188
|
|
|
$
|
43,965
|
|
Other receivables(1)
|
|
955
|
|
|
1,072
|
|
||
Allowance for doubtful accounts
|
|
(775
|
)
|
|
(1,115
|
)
|
||
|
|
$
|
46,368
|
|
|
$
|
43,922
|
|
(In thousands)
|
|
December 31, 2013
|
|
June 30, 2013
|
||||
Coffee
|
|
|
|
|
||||
Processed
|
|
$
|
13,236
|
|
|
$
|
12,553
|
|
Unprocessed
|
|
15,504
|
|
|
12,796
|
|
||
Total
|
|
$
|
28,740
|
|
|
$
|
25,349
|
|
|
|
|
|
|
||||
Tea and culinary products
|
|
|
|
|
||||
Processed
|
|
$
|
23,159
|
|
|
$
|
21,406
|
|
Unprocessed
|
|
4,787
|
|
|
4,194
|
|
||
Total
|
|
$
|
27,946
|
|
|
$
|
25,600
|
|
|
|
|
|
|
||||
Coffee brewing equipment parts
|
|
$
|
5,882
|
|
|
$
|
9,918
|
|
|
|
|
|
|
||||
Total inventories
|
|
$
|
62,568
|
|
|
$
|
60,867
|
|
|
Three Months Ended
December 31, |
|
Six Months Ended
December 31, |
||||||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
(In thousands)
|
|
|
|
||||||||||||
Service cost
|
$
|
100
|
|
|
$
|
119
|
|
|
$
|
200
|
|
|
$
|
238
|
|
Interest cost
|
1,452
|
|
|
1,449
|
|
|
2,904
|
|
|
2,898
|
|
||||
Expected return on plan assets
|
(1,705
|
)
|
|
(1,660
|
)
|
|
(3,410
|
)
|
|
(3,320
|
)
|
||||
Amortization of net (gain) loss*
|
336
|
|
|
387
|
|
|
672
|
|
|
774
|
|
||||
Amortization of prior service cost (credit)*
|
—
|
|
|
5
|
|
|
—
|
|
|
10
|
|
||||
Net periodic benefit cost
|
$
|
183
|
|
|
$
|
300
|
|
|
$
|
366
|
|
|
$
|
600
|
|
*
|
These amounts represent the estimated portion of the net (gain) loss and net prior service cost (credit) remaining in AOCI that is expected to be recognized as a component of net periodic benefit cost over the current fiscal year.
|
|
Fiscal
|
||
|
2014
|
|
2013
|
Discount rate
|
4.50%
|
|
4.55%
|
Expected long-term rate of return on plan assets
|
8.00%
|
|
8.00%
|
|
|
Three Months Ended December 31,
|
|
Six Months Ended December 31,
|
||||||||||||
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
(In thousands)
|
|
|
|
|
||||||||||||
Components of Net Periodic Postretirement Benefit Cost:
|
|
|
|
|
|
|
|
|
||||||||
Service cost
|
|
$
|
(25
|
)
|
|
$
|
493
|
|
|
$
|
468
|
|
|
$
|
986
|
|
Interest cost
|
|
163
|
|
|
242
|
|
|
405
|
|
|
484
|
|
||||
Expected return on plan assets
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Amortization of net gain
|
|
(445
|
)
|
|
4
|
|
|
(441
|
)
|
|
8
|
|
||||
Amortization of unrecognized transition (asset) obligation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Amortization of prior service cost (credit)
|
|
(440
|
)
|
|
(439
|
)
|
|
(879
|
)
|
|
(878
|
)
|
||||
Net periodic postretirement benefit (credit) cost
|
|
$
|
(747
|
)
|
|
$
|
300
|
|
|
$
|
(447
|
)
|
|
$
|
600
|
|
|
Fiscal
|
||
|
2014
|
|
2013
|
Postretirement medical benefit discount rate
|
4.80%
|
|
4.20%
|
Postretirement death benefit discount rate
|
4.53%
|
|
4.39%
|
|
Six Months Ended December 31,
|
||||||
|
2013
|
|
2012
|
||||
Weighted average fair value of NQOs
|
$
|
9.17
|
|
|
$
|
5.54
|
|
Risk-free interest rate
|
1.7
|
%
|
|
0.8
|
%
|
||
Dividend yield
|
—
|
%
|
|
—
|
%
|
||
Average expected term
|
6.0 years
|
|
|
6.0 years
|
|
||
Expected stock price volatility
|
50.4
|
%
|
|
49.5
|
%
|
Outstanding NQOs:
|
|
Number
of
NQOs
|
|
Weighted
Average
Exercise
Price ($)
|
|
Weighted
Average
Grant Date
Fair Value ($)
|
|
Weighted
Average
Remaining
Life
(Years)
|
|
Aggregate
Intrinsic
Value
(Dollars in thousands)(1)
|
||||||
Outstanding at June 30, 2013
|
|
557,427
|
|
|
$
|
12.81
|
|
|
$
|
5.44
|
|
|
5.1
|
|
1,620
|
|
Granted
|
|
1,927
|
|
|
$
|
18.68
|
|
|
$
|
9.17
|
|
|
7.0
|
|
—
|
|
Exercised
|
|
(8,765
|
)
|
|
$
|
14.24
|
|
|
$
|
6.32
|
|
|
—
|
|
—
|
|
Cancelled/Forfeited
|
|
(14,835
|
)
|
|
$
|
17.26
|
|
|
$
|
6.05
|
|
|
—
|
|
64
|
|
Outstanding at December 31, 2013
|
|
535,754
|
|
|
14.12
|
|
6.27
|
|
5.1
|
|
5,874
|
|
||||
Vested and exercisable, December 31, 2013
|
|
315,574
|
|
|
14.30
|
|
5.75
|
|
4.0
|
|
2,828
|
|
||||
Vested and expected to vest, December 31, 2013
|
|
518,645
|
|
|
12.74
|
|
6.19
|
|
4.7
|
|
5,455
|
|
|
Six Months Ended
December 31, 2013
|
||
Weighted average fair value of PNQs
|
$
|
10.52
|
|
Risk-free interest rate
|
1.8
|
%
|
|
Dividend yield
|
—
|
%
|
|
Average expected term
|
6.0 years
|
|
|
Expected stock price volatility
|
50.5
|
%
|
Outstanding PNQs:
|
|
Number
of
PNQs
|
|
Weighted
Average
Exercise
Price ($)
|
|
Weighted
Average
Grant Date
Fair Value ($)
|
|
Weighted
Average
Remaining
Life
(Years)
|
|
Aggregate
Intrinsic
Value
(Dollars in thousands) (1)
|
||
Outstanding at June 30, 2013
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
Granted
|
|
107,035
|
|
|
21.33
|
|
10.52
|
|
7.0
|
|
—
|
|
Exercised
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
Cancelled/Forfeited
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
Outstanding at December 31, 2013
|
|
107,035
|
|
|
21.33
|
|
10.52
|
|
7.0
|
|
207
|
|
Vested and exercisable, December 31, 2013
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
Vested and expected to vest, December 31, 2013
|
|
91,979
|
|
|
21.33
|
|
10.52
|
|
7.0
|
|
178
|
|
Outstanding and Nonvested Restricted Stock Awards:
|
|
Shares
Awarded
|
|
Weighted
Average
Grant Date
Fair Value
($)
|
|
Weighted
Average
Remaining
Life
(Years)
|
|
Aggregate
Intrinsic
Value
($ in thousands)
|
|||
Outstanding at June 30, 2013
|
|
139,360
|
|
|
9.87
|
|
|
1.9
|
|
1,959
|
|
Granted
|
|
9,200
|
|
|
20.48
|
|
|
2.0
|
|
188
|
|
Exercised/Released
|
|
(27,651
|
)
|
|
13.36
|
|
|
—
|
|
604
|
|
Cancelled/Forfeited
|
|
(8,332
|
)
|
|
9.45
|
|
|
—
|
|
—
|
|
Outstanding at December 31, 2013
|
|
112,577
|
|
|
9.90
|
|
|
1.9
|
|
2,619
|
|
Expected to vest, December 31, 2013
|
|
94,318
|
|
|
9.93
|
|
|
1.9
|
|
2,194
|
|
(In thousands)
|
|
Three Months Ended December 31,
|
|
Six Months Ended December 31,
|
||||||||||||
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Income (loss) before taxes
|
|
$
|
5,111
|
|
|
$
|
(7,189
|
)
|
|
$
|
7,223
|
|
|
$
|
(3,769
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Income tax expense (benefit) at statutory rate
|
|
1,738
|
|
|
(2,445
|
)
|
|
2,456
|
|
|
(1,282
|
)
|
||||
State income tax expense (benefit), net of federal tax benefit
|
|
374
|
|
|
(325
|
)
|
|
587
|
|
|
137
|
|
||||
Valuation allowance
|
|
(1,847
|
)
|
|
2,817
|
|
|
(2,582
|
)
|
|
1,315
|
|
||||
Other permanent items
|
|
137
|
|
|
(79
|
)
|
|
248
|
|
|
239
|
|
||||
Income tax expense (benefit)
|
|
$
|
402
|
|
|
$
|
(32
|
)
|
|
$
|
709
|
|
|
$
|
409
|
|
|
|
As of
|
||||||
(In thousands)
|
|
December 31,
2013
|
|
June 30,
2013
|
||||
|
|
|
|
|
||||
Total unrecognized tax benefits*
|
|
$
|
3,211
|
|
|
$
|
3,211
|
|
Unrecognized tax benefits that, if recognized, would affect the Company's effective tax rate, subject to the valuation allowance*
|
|
$
|
3,064
|
|
|
$
|
3,064
|
|
|
|
Three Months Ended
December 31,
|
|
Six Months Ended
December 31,
|
||||||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
|||||||||
(In thousands, except share and per share amounts)
|
|
|
|
|
||||||||||||
Net income (loss) attributable to common stockholders—basic
|
|
$
|
4,676
|
|
|
$
|
(7,089
|
)
|
|
$
|
6,468
|
|
|
$
|
(4,138
|
)
|
Net income (loss) attributable to nonvested restricted stockholders
|
|
33
|
|
|
(68
|
)
|
|
46
|
|
|
(40
|
)
|
||||
Total net income (loss)
|
|
$
|
4,709
|
|
|
$
|
(7,157
|
)
|
|
$
|
6,514
|
|
|
$
|
(4,178
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted average shares outstanding—basic
|
|
15,847,958
|
|
|
15,548,094
|
|
|
15,825,100
|
|
|
15,519,980
|
|
||||
Effect of dilutive securities:
|
|
|
|
|
|
|
|
|
||||||||
Shares issuable under stock options
|
|
116,724
|
|
|
—
|
|
|
79,356
|
|
|
—
|
|
||||
Weighted average shares outstanding—diluted
|
|
15,964,682
|
|
|
15,548,094
|
|
|
15,904,456
|
|
|
15,519,980
|
|
||||
Net income (loss) per common share—basic
|
|
$
|
0.30
|
|
|
$
|
(0.46
|
)
|
|
$
|
0.41
|
|
|
$
|
(0.27
|
)
|
Net income (loss) per common share—diluted
|
|
$
|
0.29
|
|
|
$
|
(0.46
|
)
|
|
$
|
0.41
|
|
|
$
|
(0.27
|
)
|
Item 2.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
(In thousands)
|
|
December 31, 2013
|
|
June 30, 2013
|
||||
Current assets
|
|
$
|
144,577
|
|
|
$
|
139,749
|
|
Current liabilities
|
|
75,215
|
|
|
76,550
|
|
||
Working capital
|
|
$
|
69,362
|
|
|
$
|
63,199
|
|
(In thousands)
|
|
Six Months Ended December 31,
|
||||||
|
|
2013
|
|
2012
|
||||
Capital expenditures
|
|
$
|
12,128
|
|
|
$
|
6,396
|
|
|
|
Three Months Ended December 31,
|
|
Six Months Ended December 31,
|
||||||||||||
(In thousands)
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Net income (loss), as reported(1)(2)
|
|
$
|
4,709
|
|
|
$
|
(7,157
|
)
|
|
$
|
6,514
|
|
|
$
|
(4,178
|
)
|
Income tax expense (benefit)
|
|
402
|
|
|
(32
|
)
|
|
709
|
|
|
409
|
|
||||
Interest expense (benefit)
|
|
393
|
|
|
463
|
|
|
765
|
|
|
920
|
|
||||
Depreciation and amortization expense
|
|
7,054
|
|
|
8,300
|
|
|
14,478
|
|
|
16,640
|
|
||||
ESOP and share-based compensation expense
|
|
1,230
|
|
|
1,083
|
|
|
2,134
|
|
|
1,906
|
|
||||
Other, net(2)
|
|
587
|
|
|
7,656
|
|
|
1,370
|
|
|
2,711
|
|
||||
EBITDAE
|
|
$
|
14,375
|
|
|
$
|
10,313
|
|
|
$
|
25,970
|
|
|
$
|
18,408
|
|
|
|
|
|
|
|
|
|
|
||||||||
EBITDAE Margin
|
|
10.1
|
%
|
|
7.6
|
%
|
|
9.6
|
%
|
|
7.2
|
%
|
(1)
|
Includes $0.5 million in beneficial effect of LIFO inventory liquidation in the three and six months ended December 31, 2012.
|
(2)
|
Includes: (a) $0.1 million in net gains from sales of assets in the three and six months ended December 31, 2013; and (b) $3.2 million in net gains from sales of assets, primarily real estate, and $0.8 million in recovery of a note receivable previously deemed uncollectible in the six months ended December 31, 2012. Excludes
$2.3 million
and
$5.4 million
in losses from coffee-related derivatives which have been recorded in OCI in the three and six months ended December 31, 2013.
|
Item 3.
|
Quantitative and Qualitative Disclosures About Market Risk
|
|
|
Market Value of
Preferred
Securities at
December 31, 2013
|
|
Change in Market
Value
|
||||
Interest Rate Changes
|
|
(In thousands)
|
||||||
–150 basis points
|
|
$
|
21,582
|
|
|
$
|
1,029
|
|
–100 basis points
|
|
$
|
21,287
|
|
|
$
|
734
|
|
Unchanged
|
|
$
|
20,553
|
|
|
$
|
—
|
|
+100 basis points
|
|
$
|
19,622
|
|
|
$
|
(931
|
)
|
+150 basis points
|
|
$
|
19,141
|
|
|
$
|
(1,412
|
)
|
|
|
Interest Rate
|
|
Annual Interest Expense
|
|||
Interest Rate Changes
|
|
|
|
(In thousands)
|
|||
–100 basis points
|
|
0.13
|
%
|
|
$
|
24
|
|
–50 basis points
|
|
0.63
|
%
|
|
$
|
117
|
|
Unchanged
|
|
1.13
|
%
|
|
$
|
210
|
|
+50 basis points
|
|
1.63
|
%
|
|
$
|
303
|
|
+100 basis points
|
|
2.13
|
%
|
|
$
|
396
|
|
|
|
Increase (Decrease) to Net Income
|
|
Increase (Decrease) to OCI
|
|||||||||||||
10% Increase in Underlying Rate
|
|
10% Decrease in Underlying Rate
|
|
10% Increase in Underlying Rate
|
|
10% Decrease in Underlying Rate
|
|||||||||||
|
|
(In thousands)
|
|||||||||||||||
Coffee-related derivative instruments
|
|
$
|
5,400
|
|
|
$
|
(5,400
|
)
|
|
$
|
616
|
|
|
$
|
(616
|
)
|
Item 4.
|
Controls and Procedures
|
•
|
engagement of independent consultants to review the Company's other postretirement benefit obligation controls and to make recommendations to address the design gaps in these controls;
|
•
|
retention of additional knowledgeable accounting personnel to review the accuracy of data and plan information provided to actuaries engaged to perform valuation services;
|
•
|
design of processes to facilitate improved interaction among human resources, external actuaries and accounting personnel; and
|
•
|
additional focused training of our finance personnel in the area of accounting and reporting for our other postretirement obligations, including any changes in the relevant accounting guidance and timely adoption thereof.
|
Part II - OTHER INFORMATION
|
Item 6.
|
Exhibits
|
|
|
|
|
|
|
|
F
ARMER
B
ROS
. C
O
.
|
||||
|
|
|
|||
|
By:
|
|
/
S
/MICHAEL H. KEOWN
|
||
|
|
|
Michael H. Keown
President and Chief Executive Officer (chief executive officer) Date: February 10, 2014 |
||
|
|
|
|||
|
By:
|
|
/s/MARK J. NELSON
|
||
|
|
|
Mark J. Nelson
Treasurer and Chief Financial Officer (principal financial and accounting officer) Date: February 10, 2014 |
3.1
|
|
Certificate of Incorporation (filed as Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2009 filed with the SEC on May 11, 2009 and incorporated herein by reference).
|
|
|
|
3.2
|
|
Amended and Restated Bylaws (filed as Exhibit 3.2 to the Company’s Current Report on Form 8-K filed with the SEC on April 25, 2011 and incorporated herein by reference).
|
|
|
|
4.1
|
|
Certificate of Designation, Preferences and Rights of Series A Junior Participating Preferred Stock (filed as Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2010 filed with the SEC on May 10, 2010 and incorporated herein by reference).
|
|
|
|
4.2
|
|
Rights Agreement, dated March 17, 2005, by and between Farmer Bros. Co. and Wells Fargo Bank, N.A., as Rights Agent (filed as Exhibit 4.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2010 filed with the SEC on May 10, 2010 and incorporated herein by reference).
|
|
|
|
4.3
|
|
Specimen Stock Certificate (filed herewith).
|
|
|
|
10.1
|
|
Amended and Restated Loan and Security Agreement, dated September 12, 2011, by and among Farmer Bros. Co. and Coffee Bean International, Inc., as Borrowers, Coffee Bean Holding Co., Inc. and FBC Finance Company, as Guarantors, the Lenders party thereto, and Wells Fargo Bank, National Association, as Agent (filed as Exhibit 10.12 to the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2011 filed with the SEC on September 12, 2011 and incorporated herein by reference).
|
|
|
|
10.2
|
|
Amendment No. 1 to Amended and Restated Loan and Security Agreement, effective January 9, 2012, by and among Farmer Bros. Co. and Coffee Bean International, Inc., as Borrowers, Coffee Bean Holding Co., Inc. and FBC Finance Company, as Guarantors, the Lenders party thereto, and Wells Fargo Bank, National Association, as Agent (filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2011 filed with the SEC on February 8, 2012 and incorporated herein by reference).
|
|
|
|
10.3
|
|
Amendment No. 2 to Amended and Restated Loan and Security Agreement, dated as of March 18, 2013, by and among Farmer Bros. Co. and Coffee Bean International, Inc., as Borrowers, Coffee Bean Holding Co., Inc. and FBC Finance Company, as Guarantors, the Lenders party thereto, and Wells Fargo Bank, National Association, as Agent (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 20, 2013 and incorporated herein by reference).
|
|
|
|
10.4
|
|
Letter Agreement regarding Waiver of Event of Default, dated October 3, 2013, by and among Farmer Bros. Co. and Coffee Bean International, Inc., as Borrowers, Coffee Bean Holding Co., Inc. and FBC Finance Company, as Guarantors, the Lenders party thereto, and Wells Fargo Bank, National Association, as Agent (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 4, 2013 and incorporated herein by reference).
|
|
|
|
10.5
|
|
ISDA Master Agreement, dated as of November 19, 2012, by and between Farmer Bros. Co. and Wells Fargo Bank, N.A. (filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on November 26, 2012 and incorporated herein by reference).
|
|
|
|
10.6
|
|
Schedule to the ISDA Master Agreement, dated as of November 19, 2012, by and between Farmer Bros. Co. and Wells Fargo Bank, N.A. (filed as Exhibit 10.2 to the Company's Current Report on Form 8-K filed with the SEC on November 26, 2012 and incorporated herein by reference).
|
|
|
|
10.7
|
|
Farmer Bros. Co. Pension Plan for Salaried Employees (filed as Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2012 filed with the SEC on November 5, 2012 and incorporated herein by reference).*
|
|
|
|
10.8
|
|
Amendment No. 1 to Farmer Bros. Co. Retirement Plan effective June 30, 2011 (filed as Exhibit 10.14 to the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2011 filed with the SEC on September 12, 2011 and incorporated herein by reference).*
|
|
|
|
10.9
|
|
Action of the Administrative Committee of the Farmer Bros. Co. Qualified Employee Retirement Plans amending the Farmer Bros. Co. Retirement Plan, effective as of December 6, 2012 (filed as Exhibit 10.7 to the Company's Quarterly Report on Form 10-Q for the quarter ended December 31, 2012 filed with the SEC on February 6, 2013 and incorporated herein by reference).*
|
|
|
|
10.10
|
|
Farmer Bros. Co. 2005 Incentive Compensation Plan (filed herewith).*
|
|
|
|
10.11
|
|
Farmer Bros. Co. Amended and Restated Employee Stock Ownership Plan, as adopted by the Board of Directors on December 9, 2010 and effective as of January 1, 2010 (filed as Exhibit 10.12 to the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2010 filed with the SEC on February 9, 2011 and incorporated herein by reference).*
|
|
|
|
10.12
|
|
Action of the Administrative Committee of the Farmer Bros. Co. Qualified Employee Retirement Plans amending the Farmer Bros. Co. Amended and Restated Employee Stock Ownership Plan, effective as of January 1, 2012 (filed as Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2012 filed with the SEC on November 5, 2012 and incorporated herein by reference).*
|
|
|
|
10.13
|
|
ESOP Loan Agreement including ESOP Pledge Agreement and Promissory Note, dated March 28, 2000, between Farmer Bros. Co. and Wells Fargo Bank, N.A., Trustee for the Farmer Bros Co. Employee Stock Ownership Plan (filed as Exhibit 10.13 to the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2010 filed with the SEC on February 9, 2011 and incorporated herein by reference).
|
|
|
|
10.14
|
|
Amendment No. 1 to ESOP Loan Agreement, dated June 30, 2003, between Farmer Bros. Co. and Wells Fargo Bank, N.A., Trustee for the Farmer Bros Co. Employee Stock Ownership Plan (filed as Exhibit 10.14 to the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2010 filed with the SEC on February 9, 2011 and incorporated herein by reference).
|
|
|
|
10.15
|
|
ESOP Loan Agreement No. 2 including ESOP Pledge Agreement and Promissory Note, dated July 21, 2003 between Farmer Bros. Co. and Wells Fargo Bank, N.A., Trustee for the Farmer Bros Co. Employee Stock Ownership Plan (filed as Exhibit 10.15 to the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2010 filed with the SEC on February 9, 2011 and incorporated herein by reference).
|
|
|
|
10.16
|
|
Employment Agreement, dated March 9, 2012, by and between Farmer Bros. Co. and Michael H. Keown (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 13, 2012 and incorporated herein by reference).*
|
|
|
|
10.17
|
|
Second Amended and Restated Employment Agreement, effective as of February 13, 2012, by and between
Farmer Bros. Co. and Jeffrey A. Wahba (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K
filed with the SEC on February 17, 2012 and incorporated herein by reference).*
|
|
|
|
10.18
|
|
Consulting Services Agreement, effective as of March 1, 2013, between Farmer Bros. Co. and Jeffrey A. Wahba (filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on February 28, 2013 and incorporated herein by reference).*
|
|
|
|
10.19
|
|
Letter Agreement by and between Farmer Bros. Co. and Jeffrey A. Wahba (filed as Exhibit 10.7 to the Company's Current Report on Form 8-K filed with the SEC on April 4, 2013 and incorporated herein by reference).*
|
|
|
|
10.20
|
|
Employment Agreement, dated as of April 4, 2012, by and between Farmer Bros. Co. and Thomas W.
Mortensen (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K/A filed with the SEC on April
10, 2012 and incorporated herein by reference).*
|
|
|
|
10.21
|
|
Amended and Restated Employment Agreement, effective as of February 13, 2012, by and between Farmer
Bros. Co. and Patrick G. Criteser (filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed
with the SEC on February 17, 2012 and incorporated herein by reference).*
|
|
|
|
10.22
|
|
Resignation Agreement, dated as of July 20, 2012, by and between Farmer Bros. Co. and Larry B. Garrett (filed as Exhibit 10.1 to the Company's Current Report on Form 8-K/A filed with the SEC on July 24, 2012 and incorporated herein by reference).*
|
|
|
|
10.23
|
|
Employment Agreement, dated as of April 1, 2013, by and between Farmer Bros. Co. and Mark J. Nelson (filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on April 4, 2013 and incorporated herein by reference).*
|
|
|
|
10.24
|
|
Separation Agreement, dated as of December 12, 2013, by and between Farmer Bros. Co. and Hortensia R. Gomez (filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on December 18, 2013 and incorporated herein by reference).*
|
|
|
|
10.25
|
|
Farmer Bros. Co. 2007 Omnibus Plan, as amended (as approved by the stockholders at the 2012 Annual Meeting of Stockholders on December 6, 2012) (filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on December 12, 2012 and incorporated herein by reference).*
|
|
|
|
10.26
|
|
Farmer Bros. Co. Amended and Restated 2007 Long-Term Incentive Plan (as approved by the stockholders at the 2013 Annual Meeting of Stockholders on December 5, 2013) (filed as Exhibit 10.2 to the Company's Current Report on Form 8-K filed with the SEC on December 11, 2013 and incorporated herein by reference).*
|
|
|
|
10.27
|
|
Form of Farmer Bros. Co. 2007 Omnibus Plan Stock Option Grant Notice and Stock Option Agreement (filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on April 4, 2013 and incorporated herein by reference).*
|
|
|
|
10.28
|
|
Form of Farmer Bros. Co. Amended and Restated 2007 Long-Term Incentive Plan Stock Option Grant Notice and Stock Option Agreement (filed as Exhibit 10.2 to the Company's Current Report on Form 8-K filed with the SEC on December 18, 2013 and incorporated herein by reference).*
|
|
|
|
10.29
|
|
Form of Farmer Bros. Co. 2007 Omnibus Plan Restricted Stock Award Grant Notice and Restricted Stock Award Agreement (filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on April 4, 2013 and incorporated herein by reference).*
|
|
|
|
10.30
|
|
Form of Farmer Bros. Co. Amended and Restated 2007 Long-Term Incentive Plan Restricted Stock Award Grant Notice and Restricted Stock Award Agreement (filed as Exhibit 10.3 to the Company's Current Report on Form 8-K filed with the SEC on December 18, 2013 and incorporated herein by reference).*
|
|
|
|
10.31
|
|
Stock Ownership Guidelines for Directors and Executive Officers (filed as Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the SEC on April 4, 2013 and incorporated herein by reference).*
|
|
|
|
10.32
|
|
Form of Award Letter (Fiscal 2012) under Farmer Bros. Co. 2005 Incentive Compensation Plan (filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on September 24, 2012 and incorporated herein by reference).*
|
|
|
|
10.33
|
|
Form of Target Award Notification Letter (Fiscal 2013) under Farmer Bros. Co. 2005 Incentive Compensation Plan (filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on September 28, 2012 and incorporated herein by reference).*
|
|
|
|
10.34
|
|
Form of Award Letter (Fiscal 2013) under Farmer Bros. Co. 2005 Incentive Compensation Plan (filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on October 15, 2013 and incorporated herein by reference).*
|
|
|
|
10.35
|
|
Form of Target Award Notification Letter (Fiscal 2014) under Farmer Bros. Co. 2005 Incentive Compensation Plan (filed as Exhibit 10.2 to the Company's Current Report on Form 8-K filed with the SEC on October 15, 2013 and incorporated herein by reference).*
|
|
|
|
10.36
|
|
Form of Change in Control Severance Agreement for Executive Officers of the Company (with schedule of executive officers attached) (filed as Exhibit 10.6 to the Company’s Current Report on Form 8-K filed with the SEC on April 4, 2013 and incorporated herein by reference).*
|
|
|
10.37
|
|
Form of Indemnification Agreement for Directors and Officers of the Company, as adopted on December 5, 2013 (with schedule of indemnitees attached) (filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on December 11, 2013 and incorporated herein by reference).*
|
|
|
|
31.1
|
|
Principal Executive Officer Certification Pursuant to Securities Exchange Act Rules 13a-14 and 15d-14 as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).
|
|
|
|
31.2
|
|
Principal Financial and Accounting Officer Certification Pursuant to Securities Exchange Act Rules 13a-14 and 15d-14 as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).
|
|
|
|
32.1
|
|
Principal Executive Officer Certification Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).
|
|
|
|
32.2
|
|
Principal Financial and Accounting Officer Certification Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).
|
|
|
|
101
|
|
The following financial statements from the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2013, formatted in eXtensible Business Reporting Language: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Comprehensive Income (Loss), (iv) Consolidated Statements of Cash Flows and (v) Notes to Consolidated Financial Statements (furnished herewith).
|
*
|
Management contract or compensatory plan or arrangement.
|
|
|
|
|
|
|
|
FARMER BROS. CO.
|
|
|
|
SEE REVERSE SIDE
|
|
FOR CERTAIN DEFINITIONS
|
|
CUSIP 307675 10 8
|
|
BY
|
|
|
|
COUNTERSIGNED AND REGISTERED:
|
|
WELLS FARGO BANK, N.A.
|
TREASURER
|
|
|
|
PRESIDENT
|
The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:
|
||||||
|
|
|
|
|
||
TEN COM
|
–
|
as tenants in common
|
UTMA —
|
Custodian
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(Cust)
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(Minor)
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TEN ENT
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–
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as tenants by entireties
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under Uniform Transfer to Minors
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JT TEN
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–
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as joint tenants with right of survivorship
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Act
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and not as tenants in common
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(State)
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Additional abbreviations may also be used though not in the above list.
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PLEASE INSERT SOCIAL SECURITY OR OTHER
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IDENTIFYING NUMBER OF ASSIGNEE
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Dated
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NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERT PARTICULAR WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.
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ALL GUARANTEES MUST BE MADE AT A FINANCIAL INSTITUTION (SUCH AS A BANK OR BROKER) WHICH IS A PARTICIPANT IN THE SECURITIES TRANSFER AGENTS MEDALLION PROGRAM (“STAMP”). THE NEW YORK STOCK EXCHANGE. INC. MEDALLION SIGNATURE PROGRAM (“MSP”), OR THE STOCK EXCHANGES MEDALLION PROGRAM (“SEMP”) AND MUST NOT BE DATED. GUARANTEES BY A NOTARY PUBLIC ARE NOT ACCEPTABLE.
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/
S
/ MICHAEL H. KEOWN
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Michael H. Keown
President and Chief Executive Officer
(principal executive officer)
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/
S
/ MARK J. NELSON
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Mark J. Nelson
Treasurer and Chief Financial Officer
(principal financial and accounting officer)
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/
S
/ MICHAEL H. KEOWN
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Michael H. Keown
President and Chief Executive Officer
(principal executive officer)
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/
S
/ MARK J. NELSON
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Mark J. Nelson
Treasurer and Chief Financial Officer
(principal accounting and financial officer)
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