þ
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
|
|
Delaware
|
|
95-0725980
|
(State of Incorporation)
|
|
(I.R.S. Employer Identification No.)
|
Title of Each Class
|
|
Name of Each Exchange on Which Registered
|
Common Stock, $1.00 par value
|
|
The NASDAQ Stock Market LLC
|
PART I
|
|
|
ITEM 1.
|
Business
|
|
ITEM 1A.
|
Risk Factors
|
|
ITEM 1B.
|
Unresolved Staff Comments
|
|
ITEM 2.
|
Properties
|
|
ITEM 3.
|
Legal Proceedings
|
|
ITEM 4.
|
Mine Safety Disclosures
|
|
PART II
|
|
|
ITEM 5.
|
Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
|
|
ITEM 6.
|
Selected Financial Data
|
|
ITEM 7.
|
Management's Discussion and Analysis of Financial Condition and Results of Operations
|
|
ITEM 7A.
|
Quantitative and Qualitative Disclosures About Market Risk
|
|
ITEM 8.
|
Financial Statements and Supplementary Data
|
|
ITEM 9.
|
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
|
|
ITEM 9A.
|
Controls and Procedures
|
|
ITEM 9B.
|
Other Information
|
|
PART III
|
|
|
ITEM 10.
|
Directors, Executive Officers and Corporate Governance
|
|
ITEM 11.
|
Executive Compensation
|
|
ITEM 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
|
ITEM 13.
|
Certain Relationships and Related Transactions, and Director Independence
|
|
ITEM 14.
|
Principal Accountant Fees and Services
|
|
PART IV
|
|
|
ITEM 15.
|
Exhibits and Financial Statement Schedules
|
|
SIGNATURES
|
Item 1.
|
Business
|
•
|
Optimized portfolio
:
In fiscal 2014, we continued our efforts to improve efficiencies by consolidating our coffee blends while maintaining original roasting profiles, resulting in a reduction in the number of coffee blends by 22. In fiscal 2014 and 2013, we also continued to optimize and simplify our product portfolio by discontinuing over 1,200 SKU's.
|
•
|
Service improvements:
We continue to invest in sales and marketing training for all of our RSR's, allowing us to expand the value and services we are able to offer to our customers.
|
•
|
Artisan Collection by Farmer Brothers™
:
We created this specialty coffee line in fiscal 2013, to establish an owned brand presence in the growing specialty coffee market, leveraging the blending, roasting and packaging capabilities of our Portland facility. Many of the coffees within this line are either Rainforest Alliance Certified™ or Fair Trade Certified™ and Certified Organic.
|
•
|
Metropolitan™
:
One of our core brands and a premium coffee line, Metropolitan was updated and re-launched in fiscal 2013. Metropolitan includes a complete line of coffees from exotic single-origins, classic blends, flavored coffees and premium espressos. Metropolitan products are made from 100% Arabica beans that are roasted to offer peak flavor and freshness, and are offered in a new contemporary packaging.
|
•
|
Farmer Brothers iced and hot teas
: We launched our new line of Premium and Select teas in May 2013 in response to key industry trends and growing consumer demand. Iced tea blends include flavored teas such as Georgia Peach and Pacific Raspberry™, a variety of traditional black teas, sweet teas and decaffeinated teas. Hot teas include black leaf and green teas and herbal teas, which are naturally caffeine-free.
|
•
|
Unified brand
:
In fiscal 2013, we further developed and strengthened a unified corporate identity for our branded business nationwide that is reflected in our updated website, many of our fleet vehicles, product packaging and merchandising and sales materials.
|
•
|
Coffee industry leadership:
Through our dedication to the craft of sourcing, blending and roasting coffee, and our leadership positions with World Coffee Research, Pacific Coast Coffee Association, Alliance for Coffee Excellence, Roasters Guild, International Women's Coffee Alliance and the Coffee Quality Institute, we work to help shape the future of the coffee industry. We believe that due to our commitment to the industry and our leadership role in shaping the industry's future, large retail and foodservice operators are drawn to working with us.
|
•
|
Market insight and consumer research:
We have developed a market insight capability internally that reinforces our business-to-business positioning as a thought leader in the coffee industry. We provide trend insights that help our customers create winning products and integrated marketing strategies for their own coffee brands.
|
•
|
Sustainability leadership:
We believe that our collective efforts in measuring our emissions and waste, creating programs for waste and energy reduction, promoting partnerships in our supply chain that aim at stability and food security, and focusing on employee engagement place us in a unique position to help retailers and foodservice operators create differentiated coffee programs that can include sustainable supply chains, direct trade purchasing, training and technical assistance, recycling and composting networks, and packaging material reductions.
|
Item 1A.
|
Risk Factors
|
•
|
incur additional indebtedness;
|
•
|
pay dividends on or make distributions in respect of capital stock or make certain other restricted payments or investments;
|
•
|
sell assets;
|
•
|
create liens on certain assets to secure debt; and
|
•
|
consolidate, merge, sell or otherwise dispose of all or substantially all of our assets.
|
•
|
seek additional financing in the debt or equity markets;
|
•
|
refinance or restructure all or a portion of our indebtedness;
|
•
|
sell selected assets; or
|
•
|
reduce or delay planned capital or operating expenditures.
|
Item 1.B.
|
Unresolved Staff Comments
|
Item 2.
|
Properties
|
Item 3.
|
Legal Proceedings
|
Item 4.
|
Mine Safety Disclosures
|
Item 5.
|
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
|
|
|
Year Ended June 30, 2014
|
|
Year Ended June 30, 2013
|
||||||||||||||||||||
|
|
High
|
|
Low
|
|
Dividend
|
|
High
|
|
Low
|
|
Dividend
|
||||||||||||
1st Quarter
|
|
$
|
16.44
|
|
|
$
|
13.07
|
|
|
$
|
—
|
|
|
$
|
10.15
|
|
|
$
|
7.00
|
|
|
$
|
—
|
|
2nd Quarter
|
|
$
|
24.33
|
|
|
$
|
14.73
|
|
|
$
|
—
|
|
|
$
|
15.37
|
|
|
$
|
8.96
|
|
|
$
|
—
|
|
3rd Quarter
|
|
$
|
24.28
|
|
|
$
|
19.45
|
|
|
$
|
—
|
|
|
$
|
15.00
|
|
|
$
|
12.23
|
|
|
$
|
—
|
|
4th Quarter
|
|
$
|
21.92
|
|
|
$
|
18.05
|
|
|
$
|
—
|
|
|
$
|
16.90
|
|
|
$
|
13.39
|
|
|
$
|
—
|
|
|
|
2009
|
|
|
2010
|
|
|
2011
|
|
|
2012
|
|
|
2013
|
|
|
2014
|
|
||||||
Farmer Bros. Co.
|
|
$
|
100.00
|
|
|
$
|
67.46
|
|
|
$
|
46.21
|
|
|
$
|
36.28
|
|
|
$
|
64.08
|
|
|
$
|
98.49
|
|
Russell 2000 Index
|
|
$
|
100.00
|
|
|
$
|
121.49
|
|
|
$
|
166.94
|
|
|
$
|
163.47
|
|
|
$
|
203.05
|
|
|
$
|
251.05
|
|
Value Line Food Processing Index
|
|
$
|
100.00
|
|
|
$
|
122.46
|
|
|
$
|
158.61
|
|
|
$
|
172.33
|
|
|
$
|
206.73
|
|
|
$
|
252.99
|
|
Peer Group Index
|
|
$
|
100.00
|
|
|
$
|
124.35
|
|
|
$
|
174.36
|
|
|
$
|
208.03
|
|
|
$
|
251.44
|
|
|
$
|
280.48
|
|
Item 6.
|
Selected Financial Data
|
|
Year Ended June 30,
|
||||||||||||||||||
(In thousands, except per share data)
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
||||||||||
Consolidated Statement of Operations Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales(1)
|
$
|
528,380
|
|
|
$
|
513,869
|
|
|
$
|
498,701
|
|
|
$
|
464,346
|
|
|
$
|
450,555
|
|
Cost of goods sold(2)
|
$
|
332,466
|
|
|
$
|
328,693
|
|
|
$
|
332,309
|
|
|
$
|
316,109
|
|
|
$
|
263,999
|
|
Income (loss) from operations(3)
|
$
|
8,916
|
|
|
$
|
372
|
|
|
$
|
(21,846
|
)
|
|
$
|
(70,725
|
)
|
|
$
|
(41,030
|
)
|
Income (loss) from operations per common share(4)
|
$
|
0.56
|
|
|
$
|
0.02
|
|
|
$
|
(1.41
|
)
|
|
$
|
(4.69
|
)
|
|
$
|
(2.76
|
)
|
Net income (loss)(5)
|
$
|
12,132
|
|
|
$
|
(8,462
|
)
|
|
$
|
(26,576
|
)
|
|
$
|
(52,033
|
)
|
|
$
|
(25,359
|
)
|
Net income (loss) per common share—basic
|
$
|
0.76
|
|
|
$
|
(0.54
|
)
|
|
$
|
(1.72
|
)
|
|
$
|
(3.45
|
)
|
|
$
|
(1.71
|
)
|
Net income (loss) per common share—diluted
|
$
|
0.76
|
|
|
$
|
(0.54
|
)
|
|
$
|
(1.72
|
)
|
|
$
|
(3.45
|
)
|
|
$
|
(1.71
|
)
|
Cash dividends declared per common share
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.18
|
|
|
$
|
0.46
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
June 30,
|
||||||||||||||||||
(In thousands)
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
||||||||||
Consolidated Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
$
|
266,177
|
|
|
$
|
244,136
|
|
|
$
|
257,916
|
|
|
$
|
292,050
|
|
|
$
|
342,084
|
|
Capital lease obligations(6)
|
$
|
9,703
|
|
|
$
|
12,168
|
|
|
$
|
15,867
|
|
|
$
|
8,636
|
|
|
$
|
3,861
|
|
Long-term borrowings under revolving credit facility
|
$
|
—
|
|
|
$
|
10,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Long-term derivative liabilities
|
$
|
—
|
|
|
$
|
1,129
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Total liabilities
|
$
|
151,313
|
|
|
$
|
162,298
|
|
|
$
|
174,364
|
|
|
$
|
158,635
|
|
|
$
|
180,341
|
|
Item 7.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
1.
|
reclassification of fuel surcharges billed to customers previously netted against our fuel expenses in "Selling expenses" to "Net sales";
|
2.
|
reclassification of certain labor and overhead expenses previously included in "Selling expenses" and "General and administrative expenses" to "Cost of goods sold"; and
|
3.
|
reclassification of "Net gains from sales of assets" previously presented within "Other, net" to a separate line item within "Income (loss) from operations."
|
1.
|
presentation of purchases of and proceeds from sales of trading securities held for investment on a gross basis instead of on a net basis as previously presented within the presentation of cash flows from operating activities; and
|
2.
|
reclassification of an increase in our derivative liabilities previously presented as a reduction in the net activity in “Short-term investments” to a change in “Accrued payroll expenses and other current liabilities” within the presentation of cash flows from operating activities.
|
|
|
June 30,
|
||||||
(In thousands)
|
|
2014
|
|
2013
|
||||
Current assets(1)
|
|
$
|
157,460
|
|
|
$
|
139,749
|
|
Current liabilities(2)
|
|
76,870
|
|
|
76,550
|
|
||
Working capital
|
|
$
|
80,590
|
|
|
$
|
63,199
|
|
|
|
June 30,
|
||||||||||
(In thousands)
|
|
2014
|
|
2013
|
|
2012
|
||||||
Capital expenditures
|
|
$
|
25,267
|
|
|
$
|
15,894
|
|
|
$
|
17,498
|
|
(In millions)
|
|
Year Ended June 30,
2014 vs. 2013
|
||
Effect of change in unit sales
|
|
$
|
34.6
|
|
Effect of pricing and product mix changes
|
|
(20.1
|
)
|
|
Total increase in net sales
|
|
$
|
14.5
|
|
|
|
Year Ended June 30,
|
||||||||||||
|
|
2014
|
|
2013
|
||||||||||
(In thousands)
|
|
$
|
|
% of total
|
|
$
|
|
% of total
|
||||||
Net Sales by Product Category:
|
|
|
|
|
|
|
|
|
||||||
Coffee (Roast & Ground)
|
|
$
|
319,251
|
|
|
60
|
%
|
|
$
|
305,623
|
|
|
59
|
%
|
Coffee (Frozen)
|
|
37,840
|
|
|
7
|
%
|
|
36,311
|
|
(1)
|
7
|
%
|
||
Tea (Iced & Hot)
|
|
28,452
|
|
|
5
|
%
|
|
27,919
|
|
(1)
|
6
|
%
|
||
Culinary
|
|
56,567
|
|
|
11
|
%
|
|
61,447
|
|
|
12
|
%
|
||
Spice
|
|
31,876
|
|
|
6
|
%
|
|
32,431
|
|
|
6
|
%
|
||
Other beverages(2)
|
|
50,572
|
|
|
10
|
%
|
|
46,233
|
|
(1)
|
9
|
%
|
||
Net sales by product category
|
|
524,558
|
|
|
99
|
%
|
|
509,964
|
|
|
99
|
%
|
||
Fuel surcharge
|
|
3,822
|
|
|
1
|
%
|
|
3,905
|
|
|
1
|
%
|
||
Net sales
|
|
$
|
528,380
|
|
|
100
|
%
|
|
$
|
513,869
|
|
|
100
|
%
|
(In millions)
|
|
Year Ended June 30,
2013 vs. 2012
|
||
Effect of change in unit sales
|
|
$
|
57.9
|
|
Effect of pricing and product mix changes
|
|
(42.7
|
)
|
|
Total increase in net sales
|
|
$
|
15.2
|
|
|
|
Year Ended June 30,
|
||||||||||||
|
|
2013
|
|
2012
|
||||||||||
(In thousands)
|
|
$
|
|
% of total
|
|
$
|
|
% of total
|
||||||
Net Sales by Product Category:
|
|
|
|
|
|
|
|
|
||||||
Coffee (Roast & Ground)
|
|
$
|
305,623
|
|
|
59
|
%
|
|
$
|
290,526
|
|
|
58
|
%
|
Coffee (Frozen)
|
|
36,311
|
|
(1)
|
7
|
%
|
|
36,171
|
|
(1)
|
7
|
%
|
||
Tea (Iced & Hot)
|
|
27,919
|
|
(1)
|
6
|
%
|
|
28,799
|
|
(1)
|
6
|
%
|
||
Culinary
|
|
61,447
|
|
|
12
|
%
|
|
63,230
|
|
|
13
|
%
|
||
Spice
|
|
32,431
|
|
|
6
|
%
|
|
34,826
|
|
|
7
|
%
|
||
Other beverages(2)
|
|
46,233
|
|
(1)
|
9
|
%
|
|
41,890
|
|
(1)
|
8
|
%
|
||
Net sales by product category
|
|
509,964
|
|
|
99
|
%
|
|
495,442
|
|
|
99
|
%
|
||
Fuel surcharge
|
|
3,905
|
|
|
1
|
%
|
|
3,259
|
|
|
1
|
%
|
||
Net sales
|
|
$
|
513,869
|
|
|
100
|
%
|
|
$
|
498,701
|
|
|
100
|
%
|
|
|
Year Ended June 30,
|
||||||||||
(In thousands)
|
|
2014
|
|
2013
|
|
2012
|
||||||
Net income (loss), as reported(1)
|
|
$
|
12,132
|
|
|
$
|
(8,462
|
)
|
|
$
|
(26,576
|
)
|
Income tax expense (benefit)
|
|
705
|
|
|
(825
|
)
|
|
(347
|
)
|
|||
Interest expense
|
|
1,258
|
|
|
1,782
|
|
|
2,137
|
|
|||
Depreciation and amortization expense
|
|
27,334
|
|
|
32,542
|
|
|
32,113
|
|
|||
ESOP and share-based compensation expense
|
|
4,692
|
|
|
3,563
|
|
|
3,287
|
|
|||
Impairment losses on goodwill and intangible assets
|
|
—
|
|
|
92
|
|
|
5,585
|
|
|||
Pension withdrawal expense
|
|
—
|
|
|
—
|
|
|
4,568
|
|
|||
Adjusted EBITDA(1)
|
|
$
|
46,121
|
|
|
$
|
28,692
|
|
|
$
|
20,767
|
|
Adjusted EBITDA Margin
|
|
8.7
|
%
|
|
5.6
|
%
|
|
4.2
|
%
|
|
|
Payment due by period
|
||||||||||||||||||
(In thousands)
|
|
Total
|
|
Less Than
One Year
|
|
1-3
Years
|
|
3-5
Years
|
|
More Than
5 Years
|
||||||||||
Contractual obligations:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating lease obligations
|
|
$
|
10,036
|
|
|
$
|
3,527
|
|
|
$
|
4,111
|
|
|
$
|
2,211
|
|
|
$
|
187
|
|
Capital lease obligations(1)
|
|
10,441
|
|
|
4,205
|
|
|
5,134
|
|
|
1,048
|
|
|
54
|
|
|||||
Pension plan obligations
|
|
80,592
|
|
|
7,024
|
|
|
14,524
|
|
|
15,391
|
|
|
43,653
|
|
|||||
Postretirement benefits other than
pension plans
|
|
14,286
|
|
|
939
|
|
|
2,155
|
|
|
2,657
|
|
|
8,535
|
|
|||||
Revolving credit facility
|
|
78
|
|
|
78
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Purchase commitments(2)
|
|
43,448
|
|
|
43,448
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total contractual obligations
|
|
$
|
158,881
|
|
|
$
|
59,221
|
|
|
$
|
25,924
|
|
|
$
|
21,307
|
|
|
$
|
52,429
|
|
Item 7A.
|
Quantitative and Qualitative Disclosures About Market Risk
|
($ in thousands)
|
|
Market Value of
Preferred
Securities at
June 30, 2014
|
|
Change in Market
Value
|
||||
Interest Rate Changes
|
|
|
||||||
–150 basis points
|
|
$
|
23,511
|
|
|
$
|
879
|
|
–100 basis points
|
|
$
|
23,275
|
|
|
$
|
643
|
|
Unchanged
|
|
$
|
22,632
|
|
|
$
|
—
|
|
+100 basis points
|
|
$
|
21,774
|
|
|
$
|
(858
|
)
|
+150 basis points
|
|
$
|
21,324
|
|
|
$
|
(1,308
|
)
|
|
|
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(1)
|
|
$
|
37
|
|
|
$
|
(37
|
)
|
|
$
|
3,485
|
|
|
$
|
(3,485
|
)
|
Item 8.
|
Financial Statements and Supplementary Data
|
|
June 30, 2014
|
|
June 30, 2013
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
11,993
|
|
|
$
|
2,678
|
|
Restricted cash
|
—
|
|
|
8,084
|
|
||
Short-term investments
|
22,632
|
|
|
20,546
|
|
||
Accounts and notes receivable, net of allowance for doubtful accounts of $651 and $1,115, respectively
|
42,230
|
|
|
43,922
|
|
||
Inventories
|
71,044
|
|
|
60,867
|
|
||
Income tax receivable
|
228
|
|
|
409
|
|
||
Short-term derivative assets
|
5,153
|
|
|
—
|
|
||
Prepaid expenses
|
4,180
|
|
|
3,243
|
|
||
Total current assets
|
157,460
|
|
|
139,749
|
|
||
Property, plant and equipment, net
|
95,641
|
|
|
92,159
|
|
||
Intangible assets, net
|
5,628
|
|
|
6,277
|
|
||
Other assets
|
7,034
|
|
|
5,484
|
|
||
Deferred income taxes
|
414
|
|
|
467
|
|
||
Total assets
|
$
|
266,177
|
|
|
$
|
244,136
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
44,336
|
|
|
$
|
27,740
|
|
Accrued payroll expenses
|
22,190
|
|
|
19,757
|
|
||
Short-term borrowings under revolving credit facility
|
78
|
|
|
9,654
|
|
||
Short-term obligations under capital leases
|
3,779
|
|
|
3,409
|
|
||
Short-term derivative liabilities
|
—
|
|
|
9,896
|
|
||
Deferred income taxes
|
1,169
|
|
|
923
|
|
||
Other current liabilities
|
5,318
|
|
|
5,171
|
|
||
Total current liabilities
|
76,870
|
|
|
76,550
|
|
||
Long-term borrowings under revolving credit facility
|
—
|
|
|
10,000
|
|
||
Long-term derivative liabilities
|
—
|
|
|
1,129
|
|
||
Accrued postretirement benefits
|
19,970
|
|
|
16,076
|
|
||
Other long-term liabilities—capital leases
|
5,924
|
|
|
8,759
|
|
||
Accrued pension liabilities
|
40,256
|
|
|
43,800
|
|
||
Accrued workers’ compensation liabilities
|
7,604
|
|
|
5,132
|
|
||
Deferred income taxes
|
689
|
|
|
852
|
|
||
Total liabilities
|
$
|
151,313
|
|
|
$
|
162,298
|
|
Commitments and contingencies (Note 16)
|
|
|
|
||||
Stockholders’ equity:
|
|
|
|
||||
Preferred stock, $1.00 par value, 500,000 shares authorized and none issued
|
$
|
—
|
|
|
$
|
—
|
|
Common stock, $1.00 par value, 25,000,000 shares authorized; 16,562,450 and 16,454,422 issued and outstanding at June 30, 2014 and 2013, respectively
|
16,562
|
|
|
16,454
|
|
||
Additional paid-in capital
|
35,917
|
|
|
34,654
|
|
||
Retained earnings
|
106,212
|
|
|
94,080
|
|
||
Unearned ESOP shares
|
(16,035
|
)
|
|
(20,836
|
)
|
||
Accumulated other comprehensive loss
|
(27,792
|
)
|
|
(42,514
|
)
|
||
Total stockholders’ equity
|
$
|
114,864
|
|
|
$
|
81,838
|
|
Total liabilities and stockholders’ equity
|
$
|
266,177
|
|
|
$
|
244,136
|
|
|
Year Ended June 30,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Net sales
|
$
|
528,380
|
|
|
$
|
513,869
|
|
|
$
|
498,701
|
|
Cost of goods sold
|
332,466
|
|
|
328,693
|
|
|
332,309
|
|
|||
Gross profit
|
195,914
|
|
|
185,176
|
|
|
166,392
|
|
|||
Selling expenses
|
155,088
|
|
|
157,033
|
|
|
149,209
|
|
|||
General and administrative expenses
|
35,724
|
|
|
32,146
|
|
|
29,144
|
|
|||
Net gains from sales of assets
|
(3,814
|
)
|
|
(4,467
|
)
|
|
(268
|
)
|
|||
Impairment losses on goodwill and intangible assets
|
—
|
|
|
92
|
|
|
5,585
|
|
|||
Pension withdrawal expense
|
—
|
|
|
—
|
|
|
4,568
|
|
|||
Operating expenses
|
186,998
|
|
|
184,804
|
|
|
188,238
|
|
|||
Income (loss) from operations
|
8,916
|
|
|
372
|
|
|
(21,846
|
)
|
|||
Other income (expense):
|
|
|
|
|
|
||||||
Dividend income
|
1,073
|
|
|
1,103
|
|
|
1,231
|
|
|||
Interest income
|
429
|
|
|
452
|
|
|
214
|
|
|||
Interest expense
|
(1,258
|
)
|
|
(1,782
|
)
|
|
(2,137
|
)
|
|||
Other, net
|
3,677
|
|
|
(9,432
|
)
|
|
(4,385
|
)
|
|||
Total other income (expense)
|
3,921
|
|
|
(9,659
|
)
|
|
(5,077
|
)
|
|||
Income (loss) before taxes
|
12,837
|
|
|
(9,287
|
)
|
|
(26,923
|
)
|
|||
Income tax expense (benefit)
|
705
|
|
|
(825
|
)
|
|
(347
|
)
|
|||
Net income (loss)
|
$
|
12,132
|
|
|
$
|
(8,462
|
)
|
|
$
|
(26,576
|
)
|
Net income (loss) per common share—basic
|
$
|
0.76
|
|
|
$
|
(0.54
|
)
|
|
$
|
(1.72
|
)
|
Net income (loss) per common share—diluted
|
$
|
0.76
|
|
|
$
|
(0.54
|
)
|
|
$
|
(1.72
|
)
|
Weighted average common shares outstanding—basic
|
15,909,631
|
|
|
15,604,452
|
|
|
15,492,314
|
|
|||
Weighted average common shares outstanding—diluted
|
16,014,587
|
|
|
15,604,452
|
|
|
15,492,314
|
|
|
Year Ended June 30,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Net income (loss)
|
$
|
12,132
|
|
|
$
|
(8,462
|
)
|
|
$
|
(26,576
|
)
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
||||||
Unrealized gains (losses) on derivative instruments designated as cash flow hedges
|
18,685
|
|
|
(7,866
|
)
|
|
—
|
|
|||
Gains on derivative instruments designated as cash flow hedges reclassified to cost of goods sold
|
(1,161
|
)
|
|
(55
|
)
|
|
—
|
|
|||
Change in the funded status of retiree benefit obligations
|
(2,802
|
)
|
|
10,969
|
|
|
(26,574
|
)
|
|||
Income tax expense
|
—
|
|
|
(1,066
|
)
|
|
—
|
|
|||
Total comprehensive income (loss), net of tax
|
$
|
26,854
|
|
|
$
|
(6,480
|
)
|
|
$
|
(53,150
|
)
|
|
Year Ended June 30,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
12,132
|
|
|
$
|
(8,462
|
)
|
|
$
|
(26,576
|
)
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
27,334
|
|
|
32,542
|
|
|
32,113
|
|
|||
Provision for (recovery of) doubtful accounts
|
80
|
|
|
(757
|
)
|
|
(980
|
)
|
|||
Deferred income taxes
|
137
|
|
|
74
|
|
|
(78
|
)
|
|||
Impairment losses on goodwill and intangible assets
|
—
|
|
|
92
|
|
|
5,585
|
|
|||
Net gains from sales of assets
|
(3,814
|
)
|
|
(4,467
|
)
|
|
(268
|
)
|
|||
ESOP and share-based compensation expense
|
4,692
|
|
|
3,563
|
|
|
3,287
|
|
|||
Net (gains) losses on derivative instruments and investments
|
(4,276
|
)
|
|
11,132
|
|
|
6,175
|
|
|||
Change in operating assets and liabilities:
|
|
|
|
|
|
||||||
Restricted cash
|
8,084
|
|
|
(6,472
|
)
|
|
(1,153
|
)
|
|||
Purchases of trading securities held for investment
|
(5,915
|
)
|
|
(9,049
|
)
|
|
(13,576
|
)
|
|||
Proceeds from sales of trading securities held for investment
|
4,290
|
|
|
7,633
|
|
|
18,267
|
|
|||
Accounts and notes receivable
|
2,248
|
|
|
(2,429
|
)
|
|
3,745
|
|
|||
Inventories
|
(14,439
|
)
|
|
5,115
|
|
|
13,236
|
|
|||
Income tax receivable
|
181
|
|
|
353
|
|
|
(314
|
)
|
|||
Derivative assets, net
|
3,932
|
|
|
—
|
|
|
—
|
|
|||
Prepaid expenses and other assets
|
(661
|
)
|
|
(156
|
)
|
|
(860
|
)
|
|||
Accounts payable
|
17,526
|
|
|
1,773
|
|
|
(13,441
|
)
|
|||
Accrued payroll expenses and other current liabilities
|
2,574
|
|
|
(8,785
|
)
|
|
(4,239
|
)
|
|||
Accrued postretirement benefits
|
(1,905
|
)
|
|
(6,451
|
)
|
|
3,530
|
|
|||
Other long-term liabilities
|
695
|
|
|
6,678
|
|
|
(6,320
|
)
|
|||
Net cash provided by operating activities
|
$
|
52,895
|
|
|
$
|
21,927
|
|
|
$
|
18,133
|
|
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Purchases of property, plant and equipment
|
(25,267
|
)
|
|
(15,894
|
)
|
|
(17,498
|
)
|
|||
Proceeds from sales of property, plant and equipment
|
4,536
|
|
|
5,666
|
|
|
3,037
|
|
|||
Net cash used in investing activities
|
$
|
(20,731
|
)
|
|
$
|
(10,228
|
)
|
|
$
|
(14,461
|
)
|
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Proceeds from revolving credit facility
|
44,806
|
|
|
43,990
|
|
|
17,250
|
|
|||
Repayments on revolving credit facility
|
(65,454
|
)
|
|
(54,761
|
)
|
|
(21,200
|
)
|
|||
Payments of capital lease obligations
|
(3,681
|
)
|
|
(3,359
|
)
|
|
(1,897
|
)
|
|||
Proceeds from stock option exercises
|
1,480
|
|
|
1,203
|
|
|
—
|
|
|||
Net cash used in financing activities
|
$
|
(22,849
|
)
|
|
$
|
(12,927
|
)
|
|
$
|
(5,847
|
)
|
Net increase (decrease) in cash and cash equivalents
|
$
|
9,315
|
|
|
$
|
(1,228
|
)
|
|
$
|
(2,175
|
)
|
Cash and cash equivalents at beginning of year
|
2,678
|
|
|
3,906
|
|
|
6,081
|
|
|||
Cash and cash equivalents at end of year
|
$
|
11,993
|
|
|
$
|
2,678
|
|
|
$
|
3,906
|
|
|
Year Ended June 30,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Supplemental disclosure of cash flow information:
|
|
|
|
|
|
||||||
Cash paid for interest
|
$
|
1,258
|
|
|
$
|
1,783
|
|
|
$
|
2,123
|
|
Cash paid for income taxes
|
$
|
361
|
|
|
$
|
370
|
|
|
$
|
317
|
|
Supplemental disclosure of non-cash investing activities:
|
|
|
|
|
|
||||||
Equipment acquired under capital leases
|
$
|
1,217
|
|
|
$
|
626
|
|
|
$
|
9,508
|
|
Net change in derivative assets and liabilities
included in other comprehensive income
|
$
|
17,524
|
|
|
$
|
(7,921
|
)
|
|
$
|
—
|
|
Non-cash additions to equipment
|
$
|
142
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Common
Shares
|
|
Stock
Amount
|
|
Additional
Paid-in
Capital
|
|
Retained
Earnings
|
|
Unearned
ESOP
Shares
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Total
|
|||||||||||||
Balance at June 30, 2011
|
16,186,372
|
|
|
$
|
16,186
|
|
|
$
|
36,470
|
|
|
$
|
129,118
|
|
|
$
|
(30,437
|
)
|
|
$
|
(17,922
|
)
|
|
$
|
133,415
|
|
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(26,576
|
)
|
|
—
|
|
|
—
|
|
|
(26,576
|
)
|
||||||
Change in the funded status of retiree benefit obligations, net of tax of $0
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(26,574
|
)
|
|
(26,574
|
)
|
||||||
ESOP compensation expense, including reclassifications
|
—
|
|
|
—
|
|
|
(3,327
|
)
|
|
—
|
|
|
4,800
|
|
|
—
|
|
|
1,473
|
|
||||||
Share-based compensation
|
122,487
|
|
|
123
|
|
|
1,691
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,814
|
|
||||||
Balance at June 30, 2012
|
16,308,859
|
|
|
$
|
16,309
|
|
|
$
|
34,834
|
|
|
$
|
102,542
|
|
|
$
|
(25,637
|
)
|
|
$
|
(44,496
|
)
|
|
$
|
83,552
|
|
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,462
|
)
|
|
—
|
|
|
—
|
|
|
(8,462
|
)
|
||||||
Unrealized losses on derivative instruments designated as cash flow hedges, net of reclassifications to cost of goods sold
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,921
|
)
|
|
(7,921
|
)
|
||||||
Change in the funded status of retiree benefit obligations, net of tax of $1,066
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,903
|
|
|
9,903
|
|
||||||
ESOP compensation expense, including reclassifications
|
—
|
|
|
—
|
|
|
(2,738
|
)
|
|
—
|
|
|
4,801
|
|
|
—
|
|
|
2,063
|
|
||||||
Share-based compensation
|
28,081
|
|
|
28
|
|
|
1,472
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,500
|
|
||||||
Stock option exercises
|
117,482
|
|
|
117
|
|
|
1,086
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,203
|
|
||||||
Balance at June 30, 2013
|
16,454,422
|
|
|
$
|
16,454
|
|
|
$
|
34,654
|
|
|
$
|
94,080
|
|
|
$
|
(20,836
|
)
|
|
$
|
(42,514
|
)
|
|
$
|
81,838
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
12,132
|
|
|
—
|
|
|
—
|
|
|
12,132
|
|
||||||
Unrealized gains on derivative instruments designated as cash flow hedges, net of reclassifications to cost of goods sold
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17,524
|
|
|
17,524
|
|
||||||
Change in the funded status of retiree benefit obligations, net of tax of $0
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,802
|
)
|
|
(2,802
|
)
|
||||||
ESOP compensation expense, including reclassifications
|
—
|
|
|
—
|
|
|
(1,475
|
)
|
|
—
|
|
|
4,801
|
|
|
—
|
|
|
3,326
|
|
||||||
Share-based compensation
|
(4,936
|
)
|
|
(5
|
)
|
|
1,371
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,366
|
|
||||||
Stock option exercises
|
112,964
|
|
|
113
|
|
|
1,367
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,480
|
|
||||||
Balance at June 30, 2014
|
16,562,450
|
|
|
$
|
16,562
|
|
|
$
|
35,917
|
|
|
$
|
106,212
|
|
|
$
|
(16,035
|
)
|
|
$
|
(27,792
|
)
|
|
$
|
114,864
|
|
1.
|
reclassification of fuel surcharges billed to customers previously netted against the Company's fuel expenses in "Selling expenses" to "Net sales";
|
2.
|
reclassification of certain labor and overhead expenses previously included in "Selling expenses" and "General and administrative expenses" to "Cost of goods sold"; and
|
3.
|
reclassification of “Net gains from sales of assets” previously presented within "Other, net" to a separate line item within "Income (loss) from operations.”
|
1.
|
presentation of purchases of and proceeds from sales of trading securities held for investment on a gross basis instead of on a net basis as previously presented within the presentation of cash flows from operating activities; and
|
2.
|
reclassification of an increase in the Company's derivative liabilities previously presented as a reduction in the net activity in "Short-term investments" to a change in "Accrued payroll expenses and other current liabilities" within the presentation of cash flows from operating activities.
|
Consolidated Statement of Operations Data
|
|
Year Ended June 30, 2013
|
||||||||||
(In thousands)
|
|
As Previously Reported
|
|
Adjustments
|
|
As Corrected
|
||||||
Net sales
|
|
$
|
509,964
|
|
|
$
|
3,905
|
|
|
$
|
513,869
|
|
Cost of goods sold
|
|
318,825
|
|
|
9,868
|
|
|
328,693
|
|
|||
Gross profit
|
|
191,139
|
|
|
(5,963
|
)
|
|
185,176
|
|
|||
Selling expenses
|
|
158,079
|
|
|
(1,046
|
)
|
|
157,033
|
|
|||
General and administrative expenses
|
|
37,063
|
|
|
(4,917
|
)
|
|
32,146
|
|
|||
Net gains from sales of assets
|
|
—
|
|
|
(4,467
|
)
|
|
(4,467
|
)
|
|||
Impairment losses on intangible assets
|
|
92
|
|
|
—
|
|
|
92
|
|
|||
Operating expenses
|
|
195,234
|
|
|
(10,430
|
)
|
|
184,804
|
|
|||
(Loss) income from operations
|
|
(4,095
|
)
|
|
4,467
|
|
|
372
|
|
|||
Other income (expense):
|
|
|
|
|
|
|
||||||
Dividend income
|
|
1,103
|
|
|
—
|
|
|
1,103
|
|
|||
Interest income
|
|
452
|
|
|
—
|
|
|
452
|
|
|||
Interest expense
|
|
(1,782
|
)
|
|
—
|
|
|
(1,782
|
)
|
|||
Other, net
|
|
(4,965
|
)
|
|
(4,467
|
)
|
|
(9,432
|
)
|
|||
Total other expense
|
|
(5,192
|
)
|
|
(4,467
|
)
|
|
(9,659
|
)
|
|||
Loss before taxes
|
|
(9,287
|
)
|
|
—
|
|
|
(9,287
|
)
|
|||
Income tax benefit
|
|
(825
|
)
|
|
—
|
|
|
(825
|
)
|
|||
Net loss
|
|
$
|
(8,462
|
)
|
|
$
|
—
|
|
|
$
|
(8,462
|
)
|
Consolidated Statement of Operations Data
|
|
Year Ended June 30, 2012
|
||||||||||
(In thousands)
|
|
As Previously Reported
|
|
Adjustments
|
|
As Corrected
|
||||||
Net sales
|
|
$
|
495,442
|
|
|
$
|
3,259
|
|
|
$
|
498,701
|
|
Cost of goods sold
|
|
322,540
|
|
|
9,769
|
|
|
332,309
|
|
|||
Gross profit
|
|
172,902
|
|
|
(6,510
|
)
|
|
166,392
|
|
|||
Selling expenses
|
|
150,641
|
|
|
(1,432
|
)
|
|
149,209
|
|
|||
General and administrative expenses
|
|
34,222
|
|
|
(5,078
|
)
|
|
29,144
|
|
|||
Net gains from sales of assets
|
|
—
|
|
|
(268
|
)
|
|
(268
|
)
|
|||
Impairment losses on goodwill and intangible assets
|
|
5,585
|
|
|
—
|
|
|
5,585
|
|
|||
Pension withdrawal expense
|
|
4,568
|
|
|
—
|
|
|
4,568
|
|
|||
Operating expenses
|
|
195,016
|
|
|
(6,778
|
)
|
|
188,238
|
|
|||
(Loss) income from operations
|
|
(22,114
|
)
|
|
268
|
|
|
(21,846
|
)
|
|||
Other income (expense):
|
|
|
|
|
|
|
||||||
Dividend income
|
|
1,231
|
|
|
—
|
|
|
1,231
|
|
|||
Interest income
|
|
214
|
|
|
—
|
|
|
214
|
|
|||
Interest expense
|
|
(2,137
|
)
|
|
—
|
|
|
(2,137
|
)
|
|||
Other, net
|
|
(4,117
|
)
|
|
(268
|
)
|
|
(4,385
|
)
|
|||
Total other expense
|
|
(4,809
|
)
|
|
(268
|
)
|
|
(5,077
|
)
|
|||
Loss before taxes
|
|
(26,923
|
)
|
|
—
|
|
|
(26,923
|
)
|
|||
Income tax benefit
|
|
(347
|
)
|
|
—
|
|
|
(347
|
)
|
|||
Net loss
|
|
$
|
(26,576
|
)
|
|
$
|
—
|
|
|
$
|
(26,576
|
)
|
Cash Flows From Operating Activities
|
|
Year Ended June 30, 2013
|
||||||||||
(In thousands)
|
|
As Previously Reported
|
|
Adjustments
|
|
As Corrected
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
||||||
Net loss
|
|
$
|
(8,462
|
)
|
|
$
|
—
|
|
|
$
|
(8,462
|
)
|
Adjustments to reconcile net loss to net cash provided by operating activities:
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
|
32,542
|
|
|
—
|
|
|
32,542
|
|
|||
Recovery of doubtful accounts
|
|
(757
|
)
|
|
—
|
|
|
(757
|
)
|
|||
Deferred income taxes
|
|
74
|
|
|
—
|
|
|
74
|
|
|||
Impairment losses on intangible assets
|
|
92
|
|
|
—
|
|
|
92
|
|
|||
Net gains from sales of assets
|
|
(4,467
|
)
|
|
—
|
|
|
(4,467
|
)
|
|||
ESOP and share-based compensation expense
|
|
3,563
|
|
|
—
|
|
|
3,563
|
|
|||
Net losses on derivative instruments and investments
|
|
11,132
|
|
|
—
|
|
|
11,132
|
|
|||
Change in operating assets and liabilities:
|
|
|
|
|
|
|
|
|||||
Restricted cash
|
|
(6,472
|
)
|
|
—
|
|
|
(6,472
|
)
|
|||
Purchases of trading securities held for investment
|
|
—
|
|
|
(9,049
|
)
|
|
(9,049
|
)
|
|||
Proceeds from sales of trading securities held for
investment
|
|
—
|
|
|
7,633
|
|
|
7,633
|
|
|||
Short-term investments
|
|
(11,942
|
)
|
|
11,942
|
|
|
—
|
|
|||
Accounts and notes receivable
|
|
(2,429
|
)
|
|
—
|
|
|
(2,429
|
)
|
|||
Inventories
|
|
5,115
|
|
|
—
|
|
|
5,115
|
|
|||
Income tax receivable
|
|
353
|
|
|
—
|
|
|
353
|
|
|||
Prepaid expenses and other assets
|
|
(156
|
)
|
|
—
|
|
|
(156
|
)
|
|||
Accounts payable
|
|
1,773
|
|
|
—
|
|
|
1,773
|
|
|||
Accrued payroll expenses and other current
liabilities
|
|
1,741
|
|
|
(10,526
|
)
|
|
(8,785
|
)
|
|||
Accrued postretirement benefits
|
|
(6,451
|
)
|
|
—
|
|
|
(6,451
|
)
|
|||
Other long-term liabilities
|
|
6,678
|
|
|
—
|
|
|
6,678
|
|
|||
Net cash provided by operating activities
|
|
$
|
21,927
|
|
|
$
|
—
|
|
|
$
|
21,927
|
|
Cash Flows From Operating Activities
|
|
Year Ended June 30, 2012
|
||||||||||
(In thousands)
|
|
As Previously Reported
|
|
Adjustments
|
|
As Corrected
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
||||||
Net loss
|
|
$
|
(26,576
|
)
|
|
$
|
—
|
|
|
$
|
(26,576
|
)
|
Adjustments to reconcile net loss to net cash provided by operating activities:
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
|
32,113
|
|
|
—
|
|
|
32,113
|
|
|||
Recovery of doubtful accounts
|
|
(980
|
)
|
|
—
|
|
|
(980
|
)
|
|||
Deferred income taxes
|
|
(78
|
)
|
|
—
|
|
|
(78
|
)
|
|||
Impairment losses on goodwill and intangible assets
|
|
5,585
|
|
|
—
|
|
|
5,585
|
|
|||
Net gains from sales of assets
|
|
(268
|
)
|
|
—
|
|
|
(268
|
)
|
|||
ESOP and share-based compensation expense
|
|
3,287
|
|
|
—
|
|
|
3,287
|
|
|||
Net losses on derivative instruments and investments
|
|
6,175
|
|
|
—
|
|
|
6,175
|
|
|||
Change in operating assets and liabilities:
|
|
|
|
|
|
|
||||||
Restricted cash
|
|
(1,153
|
)
|
|
—
|
|
|
(1,153
|
)
|
|||
Purchases of trading securities held for investment
|
|
—
|
|
|
(13,576
|
)
|
|
(13,576
|
)
|
|||
Proceeds from sales of trading securities held for
investment
|
|
—
|
|
|
18,267
|
|
|
18,267
|
|
|||
Short-term investments
|
|
(1,497
|
)
|
|
1,497
|
|
|
—
|
|
|||
Accounts and notes receivable
|
|
3,745
|
|
|
—
|
|
|
3,745
|
|
|||
Inventories
|
|
13,236
|
|
|
—
|
|
|
13,236
|
|
|||
Income tax receivable
|
|
(314
|
)
|
|
—
|
|
|
(314
|
)
|
|||
Prepaid expenses and other assets
|
|
(860
|
)
|
|
—
|
|
|
(860
|
)
|
|||
Accounts payable
|
|
(13,441
|
)
|
|
—
|
|
|
(13,441
|
)
|
|||
Accrued payroll expenses and other current
liabilities
|
|
1,949
|
|
|
(6,188
|
)
|
|
(4,239
|
)
|
|||
Accrued postretirement benefits
|
|
3,530
|
|
|
—
|
|
|
3,530
|
|
|||
Other long-term liabilities
|
|
(6,320
|
)
|
|
—
|
|
|
(6,320
|
)
|
|||
Net cash provided by operating activities
|
|
$
|
18,133
|
|
|
$
|
—
|
|
|
$
|
18,133
|
|
Derivative Treatment
|
|
Accounting Method
|
Normal purchases and normal sales exception
|
|
Accrual accounting
|
Designated in a qualifying hedging relationship
|
|
Hedge accounting
|
All other derivative instruments
|
|
Mark-to-market accounting
|
•
|
Gains and losses on all derivative instruments 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 derivative instruments that are designated as cash flow hedges.
|
Buildings and facilities
|
10 to 30 years
|
Machinery and equipment
|
3 to 5 years
|
Equipment under capital leases
|
Term of lease
|
Office furniture and equipment
|
5 years
|
Capitalized software
|
3 years
|
|
|
June 30,
|
||||
(In thousands)
|
|
2014
|
|
2013
|
||
Derivative instruments designated as cash flow hedges:
|
|
|
|
|
||
Long coffee pounds
|
|
19,387
|
|
|
44,025
|
|
Derivative instruments not designated as cash flow hedges:
|
|
|
|
|
||
Long coffee pounds
|
|
374
|
|
|
5,529
|
|
Total
|
|
19,761
|
|
|
49,554
|
|
|
|
Derivative Instruments Designated as
Cash Flow Hedges
|
|
Derivative Instruments Not Designated as Accounting Hedges
|
||||||||||||
|
|
June 30,
|
|
June 30,
|
||||||||||||
(In thousands)
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Financial Statement Location:
|
|
|
|
|
|
|
|
|
||||||||
Short-term derivative assets:
|
|
|
|
|
|
|
|
|
||||||||
Coffee-related derivative instruments
|
|
$
|
5,474
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4
|
|
Long-term derivative assets(1):
|
|
|
|
|
|
|
|
|
||||||||
Coffee-related derivative instruments
|
|
$
|
862
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Short-term derivative liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Coffee-related derivative instruments
|
|
$
|
252
|
|
|
$
|
9,331
|
|
|
$
|
69
|
|
|
$
|
565
|
|
Other current liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Interest rate swap
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
25
|
|
Long-term derivative liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Coffee-related derivative instruments
|
|
$
|
—
|
|
|
$
|
1,129
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
Year Ended June 30,
|
|
Financial Statement Classification
|
||||||
(In thousands)
|
|
2014
|
|
2013
|
|
|||||
Net gains recognized in earnings (effective portion)
|
|
$
|
1,161
|
|
|
$
|
55
|
|
|
Costs of goods sold
|
Net gains (losses) recognized in other comprehensive income (loss) (effective portion)
|
|
$
|
17,524
|
|
|
$
|
(7,921
|
)
|
|
AOCI
|
Net losses recognized in earnings (ineffective portion)
|
|
$
|
(259
|
)
|
|
$
|
(447
|
)
|
|
Other, net
|
|
|
Year Ended June 30,
|
||||||||||
(In thousands)
|
|
2014
|
|
2013
|
|
2012
|
||||||
Net gains (losses) from coffee-related derivative instruments
|
|
$
|
2,655
|
|
|
$
|
(11,337
|
)
|
|
$
|
(7,329
|
)
|
Net gains on investments
|
|
464
|
|
|
230
|
|
|
1,154
|
|
|||
Net losses on interest rate swap
|
|
(5
|
)
|
|
(25
|
)
|
|
—
|
|
|||
Net gains (losses) on derivative instruments and investments(1)
|
|
3,114
|
|
|
(11,132
|
)
|
|
(6,175
|
)
|
|||
Other gains, net
|
|
563
|
|
|
1,700
|
|
|
1,790
|
|
|||
Other, net
|
|
$
|
3,677
|
|
|
$
|
(9,432
|
)
|
|
$
|
(4,385
|
)
|
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
||||||||
Counterparty A
|
|
|
|
Gross Amount Reported on Balance Sheet
|
|
Netting Adjustments
|
|
Cash Collateral Posted
|
|
Net Exposure
|
||||||||
June 30, 2014
|
|
Derivative Assets
|
|
$
|
6,336
|
|
|
$
|
(321
|
)
|
|
$
|
—
|
|
|
$
|
6,015
|
|
|
|
Derivative Liabilities
|
|
$
|
321
|
|
|
$
|
(321
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
June 30, 2013
|
|
Derivative Assets
|
|
$
|
4
|
|
|
$
|
(4
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
Derivative Liabilities
|
|
$
|
11,025
|
|
|
$
|
(4
|
)
|
|
$
|
8,084
|
|
|
$
|
2,937
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
||||||||
Counterparty B
|
|
|
|
Gross Amount Reported on Balance Sheet
|
|
Netting Adjustments
|
|
Cash Collateral Posted
|
|
Net Exposure
|
||||||||
June 30, 2014
|
|
Derivative Assets
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
Derivative Liabilities
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
June 30, 2013
|
|
Derivative Assets
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
Derivative Liabilities
|
|
$
|
25
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
25
|
|
|
|
Year Ended June 30,
|
||||||||||
(In thousands)
|
|
2014
|
|
2013
|
|
2012
|
||||||
Total gains recognized from trading securities held for investment
|
|
$
|
464
|
|
|
$
|
230
|
|
|
$
|
1,154
|
|
Less: Realized gains from sales of trading securities held for investment
|
|
116
|
|
|
499
|
|
|
1,475
|
|
|||
Unrealized gains (losses) from trading securities held for investment
|
|
$
|
348
|
|
|
$
|
(269
|
)
|
|
$
|
(321
|
)
|
•
|
Level 1—Valuation is based upon quoted prices for identical instruments traded in active markets.
|
•
|
Level 2—Valuation is based upon inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Inputs include quoted prices for similar instruments in active markets, and quoted prices for similar instruments in markets that are not active. Level 2 includes those financial instruments that are valued with industry standard valuation models that incorporate inputs that are observable in the marketplace throughout the full term of the instrument, or can otherwise be derived from or supported by observable market data in the marketplace.
|
•
|
Level 3—Valuation is based upon one or more unobservable inputs that are significant in establishing a fair value estimate. These unobservable inputs are used to the extent relevant observable inputs are not available and are developed based on the best information available. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value.
|
(In thousands)
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
June 30, 2014
|
|
|
|
|
|
|
|
|
||||||||
Preferred stock(1)
|
|
$
|
22,632
|
|
|
$
|
18,025
|
|
|
$
|
4,607
|
|
|
$
|
—
|
|
Derivative instruments designated as cash flow hedges:
|
|
|
|
|
|
|
|
|
||||||||
Coffee-related derivative assets
|
|
$
|
5,153
|
|
|
$
|
5,153
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Derivative instruments not designated as accounting hedges:
|
|
|
|
|
|
|
|
|
||||||||
Coffee-related derivative assets
|
|
$
|
862
|
|
|
$
|
862
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
||||||||
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(1)
|
|
$
|
4
|
|
|
$
|
—
|
|
|
$
|
4
|
|
|
$
|
—
|
|
Derivative instruments designated as cash flow hedges:
|
|
|
|
|
|
|
|
|
||||||||
Coffee-related derivative liabilities
|
|
$
|
10,460
|
|
|
$
|
10,460
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Derivative instruments not designated as accounting hedges:
|
|
|
|
|
|
|
|
|
||||||||
Coffee-related derivative liabilities
|
|
$
|
565
|
|
|
$
|
565
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Derivative liabilities — interest rate swap
|
|
$
|
25
|
|
|
$
|
—
|
|
|
$
|
25
|
|
|
$
|
—
|
|
|
|
June 30,
|
||||||
(In thousands)
|
|
2014
|
|
2013
|
||||
Trade receivables
|
|
$
|
41,118
|
|
|
$
|
43,965
|
|
Other receivables(1)
|
|
1,763
|
|
|
1,072
|
|
||
Allowance for doubtful accounts
|
|
(651
|
)
|
|
(1,115
|
)
|
||
Accounts and notes receivable, net
|
|
$
|
42,230
|
|
|
$
|
43,922
|
|
(In thousands)
|
|
||
Balance at June 30, 2011
|
$
|
(2,852
|
)
|
Recovery
|
980
|
|
|
Write-offs
|
—
|
|
|
Balance at June 30, 2012
|
$
|
(1,872
|
)
|
Recovery
|
757
|
|
|
Write-offs
|
—
|
|
|
Balance at June 30, 2013
|
$
|
(1,115
|
)
|
Provision
|
(80
|
)
|
|
Reclassification to long-term
|
544
|
|
|
Write-offs
|
—
|
|
|
Balance at June 30, 2014
|
$
|
(651
|
)
|
|
|
June 30,
|
||||||
(In thousands)
|
|
2014
|
|
2013
|
||||
Coffee
|
|
|
|
|
||||
Processed
|
|
$
|
17,551
|
|
|
$
|
12,553
|
|
Unprocessed
|
|
21,164
|
|
|
12,796
|
|
||
Total
|
|
$
|
38,715
|
|
|
$
|
25,349
|
|
Tea and culinary products
|
|
|
|
|
||||
Processed
|
|
$
|
22,381
|
|
|
$
|
21,406
|
|
Unprocessed
|
|
4,598
|
|
|
4,194
|
|
||
Total
|
|
$
|
26,979
|
|
|
$
|
25,600
|
|
Coffee brewing equipment parts
|
|
$
|
5,350
|
|
|
$
|
9,918
|
|
Total inventories
|
|
$
|
71,044
|
|
|
$
|
60,867
|
|
|
|
June 30,
|
||||||
(In thousands)
|
|
2014
|
|
2013
|
||||
Coffee
|
|
$
|
23,223
|
|
|
$
|
27,755
|
|
Tea and culinary products
|
|
8,235
|
|
|
7,757
|
|
||
Total
|
|
$
|
31,458
|
|
|
$
|
35,512
|
|
|
|
June 30,
|
||||||
(In thousands)
|
|
2014
|
|
2013
|
||||
Buildings and facilities
|
|
$
|
77,926
|
|
|
$
|
77,807
|
|
Machinery and equipment
|
|
162,030
|
|
|
138,470
|
|
||
Equipment under capital leases
|
|
19,458
|
|
|
18,806
|
|
||
Capitalized software
|
|
18,878
|
|
|
17,993
|
|
||
Office furniture and equipment
|
|
15,049
|
|
|
15,610
|
|
||
|
|
$
|
293,341
|
|
|
$
|
268,686
|
|
Accumulated depreciation
|
|
(206,819
|
)
|
|
(185,718
|
)
|
||
Land
|
|
9,119
|
|
|
9,191
|
|
||
Property, plant and equipment, net(1)
|
|
$
|
95,641
|
|
|
$
|
92,159
|
|
|
|
June 30, 2014
|
|
June 30, 2013
|
||||||||||||
(In thousands)
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
||||||||
Amortized intangible assets:
|
|
|
|
|
|
|
|
|
||||||||
Customer relationships
|
|
$
|
10,083
|
|
|
$
|
(10,083
|
)
|
|
$
|
10,083
|
|
|
$
|
(9,434
|
)
|
Total amortized intangible assets
|
|
$
|
10,083
|
|
|
$
|
(10,083
|
)
|
|
$
|
10,083
|
|
|
$
|
(9,434
|
)
|
Unamortized intangible assets:
|
|
|
|
|
|
|
|
|
||||||||
Tradenames with indefinite lives
|
|
$
|
3,640
|
|
|
$
|
—
|
|
|
$
|
3,640
|
|
|
$
|
—
|
|
Trademarks with indefinite lives
|
|
1,988
|
|
|
—
|
|
|
1,988
|
|
|
—
|
|
||||
Total unamortized intangible assets
|
|
$
|
5,628
|
|
|
$
|
—
|
|
|
$
|
5,628
|
|
|
$
|
—
|
|
Total intangible assets
|
|
$
|
15,711
|
|
|
$
|
(10,083
|
)
|
|
$
|
15,711
|
|
|
$
|
(9,434
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Aggregate amortization expense for the past three fiscal years
(In thousands):
|
|
|
|
|
|
|
||||||||||
For the fiscal year ended June 30, 2014
|
|
$
|
649
|
|
||||||||||||
For the fiscal year ended June 30, 2013
|
|
$
|
1,246
|
|
||||||||||||
For the fiscal year ended June 30, 2012
|
|
$
|
1,439
|
|
|
|
Farmer Bros. Plan
June 30,
|
Brewmatic Plan
June 30,
|
Hourly Employees’ Plan
June 30,
|
|||||||||||||||||||||
($ in thousands)
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
|
||||||||||||
Change in projected benefit obligation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Benefit obligation at the beginning of the year
|
|
$
|
126,205
|
|
|
$
|
124,828
|
|
|
$
|
3,946
|
|
|
$
|
4,022
|
|
|
$
|
2,056
|
|
|
$
|
1,520
|
|
|
Service cost
|
|
—
|
|
|
—
|
|
|
—
|
|
|
59
|
|
|
401
|
|
|
418
|
|
|
||||||
Interest cost
|
|
5,545
|
|
|
5,550
|
|
|
171
|
|
|
176
|
|
|
92
|
|
|
69
|
|
|
||||||
Actuarial (gain) loss
|
|
7,069
|
|
|
1,333
|
|
|
153
|
|
|
(24
|
)
|
|
81
|
|
|
56
|
|
|
||||||
Benefits paid
|
|
(5,683
|
)
|
|
(5,506
|
)
|
|
(279
|
)
|
|
(287
|
)
|
|
(11
|
)
|
|
(7
|
)
|
|
||||||
Projected benefit obligation at the end of the year
|
|
$
|
133,136
|
|
|
$
|
126,205
|
|
|
$
|
3,991
|
|
|
$
|
3,946
|
|
|
$
|
2,619
|
|
|
$
|
2,056
|
|
|
Change in plan assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Fair value of plan assets at the beginning of the year
|
|
$
|
88,097
|
|
|
$
|
82,110
|
|
|
$
|
3,063
|
|
|
$
|
2,718
|
|
|
$
|
1,248
|
|
|
$
|
1,013
|
|
|
Actual return on plan assets
|
|
15,046
|
|
|
10,145
|
|
|
521
|
|
|
322
|
|
|
207
|
|
|
125
|
|
|
||||||
Employer contributions
|
|
966
|
|
|
1,348
|
|
|
130
|
|
|
310
|
|
|
185
|
|
|
117
|
|
|
||||||
Benefits paid
|
|
(5,683
|
)
|
|
(5,506
|
)
|
|
(279
|
)
|
|
(287
|
)
|
|
(11
|
)
|
|
(7
|
)
|
|
||||||
Fair value of plan assets at the end of the year
|
|
$
|
98,426
|
|
|
$
|
88,097
|
|
|
$
|
3,435
|
|
|
$
|
3,063
|
|
|
$
|
1,629
|
|
|
$
|
1,248
|
|
|
Funded status at end of year (underfunded) overfunded
|
|
$
|
(34,710
|
)
|
|
$
|
(38,108
|
)
|
|
$
|
(556
|
)
|
|
$
|
(883
|
)
|
|
$
|
(990
|
)
|
|
$
|
(808
|
)
|
|
Amounts recognized in consolidated balance sheets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Non-current liabilities
|
|
(34,710
|
)
|
|
(38,108
|
)
|
|
(556
|
)
|
|
(883
|
)
|
|
(990
|
)
|
|
(808
|
)
|
|
||||||
Total
|
|
$
|
(34,710
|
)
|
|
$
|
(38,108
|
)
|
|
$
|
(556
|
)
|
|
$
|
(883
|
)
|
|
$
|
(990
|
)
|
|
$
|
(808
|
)
|
|
Amounts recognized in consolidated statements of operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total net (gain) loss
|
|
$
|
42,093
|
|
|
$
|
44,841
|
|
|
$
|
1,665
|
|
|
$
|
1,878
|
|
|
$
|
73
|
|
|
$
|
108
|
|
|
Total accumulated OCI (not adjusted for applicable tax)
|
|
$
|
42,093
|
|
|
$
|
44,841
|
|
|
$
|
1,665
|
|
|
$
|
1,878
|
|
|
$
|
73
|
|
|
$
|
108
|
|
|
Weighted average assumptions used to determine benefit obligations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Discount rate
|
|
4.15
|
%
|
|
4.50
|
%
|
|
4.15
|
%
|
|
4.50
|
%
|
|
4.15
|
%
|
|
4.50
|
%
|
|
||||||
Rate of compensation increase
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
|
|
Farmer Bros. Plan
June 30,
|
|
Brewmatic Plan
June 30,
|
|
Hourly Employees’ Plan
June 30,
|
||||||||||||||||||
($ in thousands)
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||||||
Components of net periodic benefit cost
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Service cost
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
59
|
|
|
$
|
401
|
|
|
$
|
418
|
|
Interest cost
|
|
5,545
|
|
|
5,550
|
|
|
171
|
|
|
176
|
|
|
92
|
|
|
69
|
|
||||||
Expected return on plan assets
|
|
(6,508
|
)
|
|
(6,355
|
)
|
|
(221
|
)
|
|
(196
|
)
|
|
(90
|
)
|
|
(87
|
)
|
||||||
Amortization of net (gain) loss
|
|
1,279
|
|
|
1,422
|
|
|
65
|
|
|
126
|
|
|
—
|
|
|
—
|
|
||||||
Amortization of prior service cost (credit)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
19
|
|
|
—
|
|
|
—
|
|
||||||
Amount recognized due to special event (curtailment)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
34
|
|
|
—
|
|
|
—
|
|
||||||
Net periodic benefit cost
|
|
$
|
316
|
|
|
$
|
617
|
|
|
$
|
15
|
|
|
$
|
218
|
|
|
$
|
403
|
|
|
$
|
400
|
|
Other changes recognized in OCI
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net (gain) loss
|
|
$
|
(1,469
|
)
|
|
$
|
(2,456
|
)
|
|
$
|
(147
|
)
|
|
$
|
(150
|
)
|
|
$
|
(35
|
)
|
|
$
|
18
|
|
Prior service cost (credit)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Amortization of net gain (loss)
|
|
(1,279
|
)
|
|
(1,422
|
)
|
|
(65
|
)
|
|
(126
|
)
|
|
—
|
|
|
—
|
|
||||||
Amortization of prior service (cost) credit
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(19
|
)
|
|
—
|
|
|
—
|
|
||||||
Amount recognized due to special event (curtailment)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(34
|
)
|
|
—
|
|
|
—
|
|
||||||
Total recognized in OCI
|
|
$
|
(2,748
|
)
|
|
$
|
(3,878
|
)
|
|
$
|
(212
|
)
|
|
$
|
(329
|
)
|
|
$
|
(35
|
)
|
|
$
|
18
|
|
Total recognized in net periodic benefit cost and OCI
|
|
$
|
(2,432
|
)
|
|
$
|
(3,261
|
)
|
|
$
|
(197
|
)
|
|
$
|
(111
|
)
|
|
$
|
368
|
|
|
$
|
418
|
|
Weighted-average assumptions used to determine net periodic benefit cost
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Discount rate
|
|
4.50
|
%
|
|
4.55
|
%
|
|
4.50
|
%
|
|
4.55
|
%
|
|
4.50
|
%
|
|
4.55
|
%
|
||||||
Expected long-term return on plan assets
|
|
8.00
|
%
|
|
8.00
|
%
|
|
8.00
|
%
|
|
8.00
|
%
|
|
8.00
|
%
|
|
8.00
|
%
|
||||||
Rate of compensation increase
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
|
Farmer Bros. Plan
June 30,
|
|
Brewmatic Plan
June 30,
|
|
Hourly Employees’ Plan
June 30,
|
||||||||||||||||||
($ in thousands)
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||||||
Comparison of obligations to plan assets
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Projected benefit obligation
|
|
$
|
133,136
|
|
|
$
|
126,205
|
|
|
$
|
3,991
|
|
|
$
|
3,946
|
|
|
$
|
2,619
|
|
|
$
|
2,056
|
|
Accumulated benefit obligation
|
|
$
|
133,136
|
|
|
$
|
126,205
|
|
|
$
|
3,991
|
|
|
$
|
3,946
|
|
|
$
|
2,619
|
|
|
$
|
2,056
|
|
Fair value of plan assets at measurement date
|
|
$
|
98,426
|
|
|
$
|
88,097
|
|
|
$
|
3,435
|
|
|
$
|
3,063
|
|
|
$
|
1,629
|
|
|
$
|
1,248
|
|
Plan assets by category
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Equity securities
|
|
$
|
53,355
|
|
|
$
|
58,681
|
|
|
$
|
1,861
|
|
|
$
|
2,059
|
|
|
$
|
884
|
|
|
$
|
811
|
|
Debt securities
|
|
35,035
|
|
|
24,822
|
|
|
1,223
|
|
|
843
|
|
|
579
|
|
|
375
|
|
||||||
Real estate
|
|
10,036
|
|
|
4,594
|
|
|
351
|
|
|
161
|
|
|
166
|
|
|
62
|
|
||||||
Total
|
|
$
|
98,426
|
|
|
$
|
88,097
|
|
|
$
|
3,435
|
|
|
$
|
3,063
|
|
|
$
|
1,629
|
|
|
$
|
1,248
|
|
Plan assets by category
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Equity securities
|
|
54
|
%
|
|
67
|
%
|
|
54
|
%
|
|
67
|
%
|
|
54
|
%
|
|
65
|
%
|
||||||
Debt securities
|
|
36
|
%
|
|
28
|
%
|
|
36
|
%
|
|
28
|
%
|
|
36
|
%
|
|
30
|
%
|
||||||
Real estate
|
|
10
|
%
|
|
5
|
%
|
|
10
|
%
|
|
5
|
%
|
|
10
|
%
|
|
5
|
%
|
||||||
Total
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
|
June 30, 2014
|
||||||||||||||
(In thousands)
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Farmer Bros. Plan
|
|
$
|
98,426
|
|
|
$
|
—
|
|
|
$
|
98,426
|
|
|
$
|
—
|
|
Brewmatic Plan
|
|
$
|
3,435
|
|
|
$
|
—
|
|
|
$
|
3,435
|
|
|
$
|
—
|
|
Hourly Employees’ Plan
|
|
$
|
1,629
|
|
|
$
|
—
|
|
|
$
|
1,629
|
|
|
$
|
—
|
|
|
|
June 30, 2013
|
||||||||||||||
(In thousands)
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Farmer Bros. Plan
|
|
$
|
88,097
|
|
|
$
|
—
|
|
|
$
|
88,097
|
|
|
$
|
—
|
|
Brewmatic Plan
|
|
$
|
3,063
|
|
|
$
|
—
|
|
|
$
|
3,063
|
|
|
$
|
—
|
|
Hourly Employees’ Plan
|
|
$
|
1,248
|
|
|
$
|
—
|
|
|
$
|
1,248
|
|
|
$
|
—
|
|
(In thousands)
|
|
Beginning
Balance at 7/1/2012
|
|
Total Gains
|
|
Settlements
|
|
Transfers
|
|
Ending
Balance at
6/30/2013
|
||||||||||
Farmer Bros. Plan
|
|
$
|
4,104
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(4,104
|
)
|
|
$
|
—
|
|
Brewmatic Plan
|
|
$
|
136
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(136
|
)
|
|
$
|
—
|
|
Hourly Employees’ Plan
|
|
$
|
66
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(66
|
)
|
|
$
|
—
|
|
|
Fiscal 2015
|
|
U.S. large cap equity securities
|
29.9
|
%
|
U.S. small cap equity securities
|
7.6
|
%
|
International equity securities
|
12.5
|
%
|
Debt securities
|
40.0
|
%
|
Real estate
|
10.0
|
%
|
Total
|
100.0
|
%
|
(In thousands)
|
|
Farmer Bros. Plan
|
|
Brewmatic Plan
|
|
Hourly Employees’
Plan
|
||||||
Year Ending:
|
|
|
||||||||||
June 30, 2015
|
|
$
|
6,350
|
|
|
$
|
280
|
|
|
$
|
47
|
|
June 30, 2016
|
|
$
|
6,490
|
|
|
$
|
280
|
|
|
$
|
62
|
|
June 30, 2017
|
|
$
|
6,650
|
|
|
$
|
270
|
|
|
$
|
78
|
|
June 30, 2018
|
|
$
|
6,880
|
|
|
$
|
280
|
|
|
$
|
97
|
|
June 30, 2019
|
|
$
|
7,050
|
|
|
$
|
280
|
|
|
$
|
110
|
|
June 30, 2020 to June 30, 2024
|
|
$
|
38,860
|
|
|
$
|
1,290
|
|
|
$
|
890
|
|
Pension Plan
|
|
Employer
Identification
Number
|
|
Pension
Plan
Number
|
|
PPA Zone Status
|
|
FIP/RP
Status
Pending/
Implemented
|
|
Surcharge
Imposed
|
|
Expiration Date
of Collective
Bargaining
Agreements
|
|||
|
|||||||||||||||
July 1, 2013
|
|
July 1,
2012
|
|
||||||||||||
Western Conference of Teamsters Pension Plan
|
|
91-6145047
|
|
001
|
|
Green
|
|
Green
|
|
No
|
|
No
|
|
August 2014 to June 2017
|
(In thousands)
|
|
WCTPP(1)(2)(3)
|
|
All Other Plans(4)
|
||||
Year Ended:
|
|
|
|
|
||||
June 30, 2014
|
|
$
|
3,153
|
|
|
$
|
34
|
|
June 30, 2013
|
|
$
|
3,064
|
|
|
$
|
37
|
|
June 30, 2012
|
|
$
|
3,048
|
|
|
$
|
113
|
|
(1)
|
Individually significant plan.
|
(2)
|
Less than
5%
of total contribution to WCTPP based on WCTPP's most recent annual report on Form 5500 for the calendar year ended December 31, 2013.
|
(3)
|
The Company guarantees that one hundred seventy-three (
173
) hours will be contributed upon for all employees who are compensated for all available straight time hours for each calendar month. An additional
6.5%
of the basic contribution must be paid for PEER or the Program for Enhanced Early Retirement.
|
(4)
|
Includes a plan that is not individually significant.
|
|
|
Year Ended June 30,
|
||||||||||
(In thousands)
|
|
2014
|
|
2013
|
|
2012
|
||||||
Components of Net Periodic Postretirement Benefit Cost:
|
|
|
||||||||||
Service cost
|
|
$
|
936
|
|
|
$
|
1,972
|
|
|
$
|
1,817
|
|
Interest cost
|
|
810
|
|
|
969
|
|
|
1,100
|
|
|||
Expected return on plan assets
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Amortization of net gain
|
|
(880
|
)
|
|
7
|
|
|
(164
|
)
|
|||
Amortization of unrecognized transition (asset) obligation
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Amortization of prior service cost (credit)
|
|
(1,757
|
)
|
|
(1,757
|
)
|
|
(1,757
|
)
|
|||
Net periodic postretirement benefit cost
|
|
$
|
(891
|
)
|
|
$
|
1,191
|
|
|
$
|
996
|
|
Amortization Schedule
|
|
|
Transition (Asset) Obligation: The transition (asset) obligations have been fully amortized.
|
Date Established
|
|
Balance at
July 1, 2013
|
|
Annual
Amortization
|
|
Years Remaining
|
|
Curtailment
|
|
Balance at
June 30, 2014
|
|||||||
January 1, 2008
|
|
$
|
(1,423
|
)
|
|
$
|
230
|
|
|
6.2
|
|
—
|
|
|
$
|
(1,193
|
)
|
July 1, 2012
|
|
(16,054
|
)
|
|
1,527
|
|
|
10.5
|
|
—
|
|
|
(14,527
|
)
|
|||
|
|
$
|
(17,477
|
)
|
|
$
|
1,757
|
|
|
|
|
|
|
$
|
(15,720
|
)
|
|
|
Year Ended June 30,
|
||||||||||||||
|
|
Retiree Medical Plan
|
|
Death Benefit
|
||||||||||||
($ in thousands)
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Amortization of Net (Gain) Loss:
|
|
|
||||||||||||||
Net (gain) loss as of July 1
|
|
$
|
(8,006
|
)
|
|
$
|
(12,087
|
)
|
|
$
|
1,791
|
|
|
$
|
1,850
|
|
Asset (gains) losses not yet recognized in market related value of assets
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Net (gain) loss subject to amortization
|
|
(8,006
|
)
|
|
(12,087
|
)
|
|
1,791
|
|
|
1,850
|
|
||||
Corridor (10% of greater of APBO or assets)
|
|
1,262
|
|
|
872
|
|
|
(826
|
)
|
|
(798
|
)
|
||||
Net (gain) loss in excess of corridor
|
|
$
|
(6,744
|
)
|
|
$
|
(11,215
|
)
|
|
$
|
965
|
|
|
$
|
1,052
|
|
Amortization years
|
|
10.7
|
|
|
11.1
|
|
|
7.4
|
|
|
8.0
|
|
|
|
Year Ended June 30,
|
||||||
(In thousands)
|
|
2014
|
|
2013
|
||||
Change in Benefit Obligation:
|
|
|
||||||
Projected postretirement benefit obligation at beginning of year
|
|
$
|
16,701
|
|
|
$
|
23,325
|
|
Service cost
|
|
936
|
|
|
1,972
|
|
||
Interest cost
|
|
810
|
|
|
969
|
|
||
Participant contributions
|
|
708
|
|
|
729
|
|
||
Actuarial (gains) losses
|
|
3,141
|
|
|
(8,520
|
)
|
||
Benefits paid
|
|
(1,407
|
)
|
|
(1,774
|
)
|
||
Projected postretirement benefit obligation at end of year
|
|
$
|
20,889
|
|
|
$
|
16,701
|
|
|
|
Year Ended June 30,
|
||||||
(In thousands)
|
|
2014
|
|
2013
|
||||
Change in Plan Assets:
|
|
|
||||||
Fair value of plan assets at beginning of year
|
|
$
|
—
|
|
|
$
|
—
|
|
Employer contributions
|
|
699
|
|
|
1,045
|
|
||
Participant contributions
|
|
708
|
|
|
729
|
|
||
Benefits paid
|
|
(1,407
|
)
|
|
(1,774
|
)
|
||
Fair value of plan assets at end of year
|
|
—
|
|
|
—
|
|
||
Funded status of plan
|
|
$
|
(20,889
|
)
|
|
$
|
(16,701
|
)
|
|
|
June 30,
|
||||||
(In thousands)
|
|
2014
|
|
2013
|
||||
Amounts Recognized in the Consolidated Balance Sheet Consist of:
|
|
|
||||||
Non-current assets
|
|
$
|
—
|
|
|
$
|
—
|
|
Current liabilities
|
|
(919
|
)
|
|
(625
|
)
|
||
Non-current liabilities
|
|
(19,970
|
)
|
|
(16,076
|
)
|
||
Total
|
|
$
|
(20,889
|
)
|
|
$
|
(16,701
|
)
|
|
|
Year Ended June 30,
|
||||||
(In thousands)
|
|
2014
|
|
2013
|
||||
Amounts Recognized in Accumulated OCI Consist of:
|
|
|
|
|
||||
Net gain
|
|
$
|
(6,216
|
)
|
|
$
|
(10,131
|
)
|
Transition obligation
|
|
(15,720
|
)
|
|
—
|
|
||
Prior service cost (credit)
|
|
—
|
|
|
(17,604
|
)
|
||
Total accumulated OCI
|
|
$
|
(21,936
|
)
|
|
$
|
(27,735
|
)
|
|
|
Year Ended June 30,
|
||||||
(In thousands)
|
|
2014
|
|
2013
|
||||
Other Changes in Plan Assets and Benefit Obligations Recognized in OCI:
|
|
|
||||||
Unrecognized actuarial loss (gain)
|
|
$
|
3,141
|
|
|
$
|
(8,520
|
)
|
Amortization of net loss
|
|
880
|
|
|
(7
|
)
|
||
Amortization of prior service cost
|
|
1,757
|
|
|
1,757
|
|
||
Total recognized in OCI
|
|
5,778
|
|
|
(6,770
|
)
|
||
Net periodic benefit (credit) cost
|
|
(891
|
)
|
|
1,191
|
|
||
Total recognized in net periodic benefit cost and OCI
|
|
$
|
4,887
|
|
|
$
|
(5,579
|
)
|
|
|
1-Percentage Point
|
||||||
(In thousands)
|
|
Increase
|
|
Decrease
|
||||
Effect on total of service and interest cost components
|
|
$
|
220
|
|
|
$
|
(183
|
)
|
Effect on accumulated postretirement benefit obligation
|
|
$
|
1,378
|
|
|
$
|
(1,158
|
)
|
|
|
As of and for the years ended June 30,
|
|||||||
|
|
2014
|
|
2013
|
|
2012
|
|||
Loan amount (in thousands)
|
|
$16,035
|
|
$20,836
|
|
$25,637
|
|||
Shares purchased
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
June 30,
|
||||||
|
|
2014
|
|
2013
|
||||
Allocated shares
|
|
1,943,882
|
|
|
1,885,060
|
|
||
Committed to be released shares
|
|
175,429
|
|
|
173,244
|
|
||
Unallocated shares
|
|
562,926
|
|
|
738,355
|
|
||
Total ESOP shares
|
|
2,682,237
|
|
|
2,796,659
|
|
||
|
|
|
|
|
||||
(In thousands)
|
|
|
||||||
Fair value of ESOP shares
|
|
$
|
57,963
|
|
|
$
|
39,321
|
|
|
|
Year Ended June 30,
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
Weighted average fair value of NQOs
|
|
$
|
9.17
|
|
|
$
|
5.69
|
|
|
$
|
4.42
|
|
Risk-free interest rate
|
|
1.7
|
%
|
|
0.9
|
%
|
|
1.1
|
%
|
|||
Dividend yield
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|||
Average expected term
|
|
6 years
|
|
|
6 years
|
|
|
6 years
|
|
|||
Expected stock price volatility
|
|
50.4
|
%
|
|
49.5
|
%
|
|
52.5
|
%
|
Outstanding NQOs:
|
|
Number
of NQOs
|
|
Weighted
Average
Exercise
Price ($)
|
|
Weighted
Average
Grant Date
Fair Value ($)
|
|
Weighted
Average
Remaining
Life
(Years)
|
|
Aggregate
Intrinsic
Value
($ in thousands)
|
||
Outstanding at June 30, 2011
|
|
497,810
|
|
|
17.19
|
|
6.44
|
|
5.7
|
|
61
|
|
Granted
|
|
356,834
|
|
|
8.90
|
|
4.42
|
|
—
|
|
—
|
|
Cancelled/Forfeited
|
|
(187,409
|
)
|
|
16.89
|
|
5.06
|
|
—
|
|
—
|
|
Outstanding at June 30, 2012
|
|
667,235
|
|
|
12.84
|
|
4.78
|
|
4.8
|
|
143
|
|
Granted
|
|
192,892
|
|
|
12.12
|
|
5.69
|
|
6.5
|
|
374
|
|
Exercised
|
|
(117,482
|
)
|
|
10.24
|
|
5.23
|
|
—
|
|
336
|
|
Cancelled/Forfeited
|
|
(185,218
|
)
|
|
13.83
|
|
5.92
|
|
—
|
|
—
|
|
Outstanding at June 30, 2013
|
|
557,427
|
|
|
12.81
|
|
5.44
|
|
5.1
|
|
1,620
|
|
Granted
|
|
1,927
|
|
|
18.68
|
|
9.17
|
|
6.4
|
|
—
|
|
Exercised
|
|
(112,964
|
)
|
|
13.10
|
|
5.81
|
|
—
|
|
895
|
|
Cancelled/Forfeited
|
|
(33,936
|
)
|
|
16.63
|
|
6.13
|
|
—
|
|
—
|
|
Outstanding at June 30, 2014
|
|
412,454
|
|
|
12.44
|
|
5.30
|
|
4.4
|
|
3,782
|
|
Vested and exercisable, June 30, 2014
|
|
244,656
|
|
|
13.67
|
|
5.46
|
|
3.7
|
|
1,967
|
|
Vested and expected to vest, June 30, 2014
|
|
402,440
|
|
|
12.48
|
|
5.30
|
|
4.3
|
|
3,700
|
|
Nonvested NQOs:
|
|
Number
of
NQOs
|
|
Weighted
Average
Exercise
Price ($)
|
|
Weighted
Average
Grant Date
Fair Value ($)
|
|
Weighted
Average
Remaining
Life (Years)
|
|
Outstanding at June 30, 2011
|
|
322,869
|
|
|
15.02
|
|
6.50
|
|
1.7
|
Granted
|
|
356,834
|
|
|
8.90
|
|
4.42
|
|
6.6
|
Vested
|
|
(243,518
|
)
|
|
13.00
|
|
5.85
|
|
—
|
Forfeited
|
|
(92,946
|
)
|
|
12.54
|
|
5.80
|
|
—
|
Outstanding at June 30, 2012
|
|
343,239
|
|
|
10.76
|
|
4.20
|
|
6.3
|
Granted
|
|
192,892
|
|
|
12.12
|
|
5.69
|
|
6.5
|
Vested
|
|
(188,909
|
)
|
|
11.56
|
|
5.33
|
|
—
|
Forfeited
|
|
(31,561
|
)
|
|
13.82
|
|
5.92
|
|
—
|
Outstanding at June 30, 2013
|
|
315,661
|
|
|
10.80
|
|
5.12
|
|
6.1
|
Granted
|
|
1,927
|
|
|
18.68
|
|
9.17
|
|
6.4
|
Vested
|
|
(133,957
|
)
|
|
11.02
|
|
5.21
|
|
—
|
Forfeited
|
|
(15,833
|
)
|
|
11.48
|
|
5.49
|
|
—
|
Outstanding at June 30, 2014
|
|
167,798
|
|
|
10.65
|
|
5.06
|
|
5.3
|
|
|
Year Ended June 30,
|
||
|
|
2014
|
||
Weighted average fair value of PNQs
|
|
$
|
10.49
|
|
Risk-free interest rate
|
|
1.8
|
%
|
|
Dividend yield
|
|
—
|
%
|
|
Average expected term
|
|
6 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
($ in
thousands)
|
||
Outstanding at June 30, 2013
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
Granted
|
|
112,442
|
|
|
21.27
|
|
10.49
|
|
6.5
|
|
—
|
|
Cancelled/Forfeited
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
Outstanding at June 30, 2014
|
|
112,442
|
|
|
21.27
|
|
10.49
|
|
6.5
|
|
38
|
|
Vested and exercisable, June 30, 2014
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
Vested and expected to vest, June 30, 2014
|
|
99,727
|
|
|
21.28
|
|
10.49
|
|
6.5
|
|
33
|
|
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, 2011
|
|
80,687
|
|
|
17.31
|
|
|
2.6
|
|
818
|
|
Granted
|
|
142,070
|
|
|
7.70
|
|
|
2.1
|
|
1,094
|
|
Exercised/Released
|
|
(27,227
|
)
|
|
15.80
|
|
|
—
|
|
202
|
|
Cancelled/Forfeited
|
|
(19,583
|
)
|
|
13.92
|
|
|
—
|
|
—
|
|
Outstanding June 30, 2012
|
|
175,947
|
|
|
10.16
|
|
|
1.9
|
|
1,401
|
|
Granted
|
|
51,177
|
|
|
11.67
|
|
|
—
|
|
597
|
|
Exercised/Released
|
|
(64,668
|
)
|
|
11.27
|
|
|
—
|
|
832
|
|
Cancelled/Forfeited
|
|
(23,096
|
)
|
|
12.21
|
|
|
—
|
|
—
|
|
Outstanding at June 30, 2013
|
|
139,360
|
|
|
9.87
|
|
|
1.9
|
|
1,959
|
|
Granted
|
|
9,200
|
|
|
20.48
|
|
|
—
|
|
188
|
|
Exercised/Released
|
|
(38,212
|
)
|
|
11.59
|
|
|
—
|
|
820
|
|
Cancelled/Forfeited
|
|
(14,136
|
)
|
|
9.38
|
|
|
—
|
|
—
|
|
Outstanding at June 30, 2014
|
|
96,212
|
|
|
10.27
|
|
|
1.5
|
|
2,079
|
|
Expected to vest, June 30, 2014
|
|
90,359
|
|
|
12.61
|
|
|
1.5
|
|
1,953
|
|
|
|
June 30,
|
||||||
(In thousands)
|
|
2014
|
|
2013
|
||||
Accrued postretirement benefits
|
|
$
|
919
|
|
|
$
|
625
|
|
Accrued workers’ compensation liabilities
|
|
1,947
|
|
|
1,496
|
|
||
Short-term pension liabilities
|
|
347
|
|
|
347
|
|
||
Other (including net taxes payable)
|
|
2,105
|
|
|
2,703
|
|
||
Other current liabilities
|
|
$
|
5,318
|
|
|
$
|
5,171
|
|
|
|
June 30,
|
||||||||||
(In thousands)
|
|
2014
|
|
2013
|
|
2012
|
||||||
Current:
|
|
|
|
|
|
|
||||||
Federal
|
|
$
|
293
|
|
|
$
|
(24
|
)
|
|
$
|
(385
|
)
|
State
|
|
275
|
|
|
191
|
|
|
115
|
|
|||
Total current income tax expense (benefit)
|
|
568
|
|
|
167
|
|
|
(270
|
)
|
|||
Deferred:
|
|
|
|
|
|
|
||||||
Federal
|
|
99
|
|
|
(819
|
)
|
|
(63
|
)
|
|||
State
|
|
38
|
|
|
(173
|
)
|
|
(14
|
)
|
|||
Total deferred income tax expense (benefit)
|
|
137
|
|
|
(992
|
)
|
|
(77
|
)
|
|||
Income tax expense (benefit)
|
|
$
|
705
|
|
|
$
|
(825
|
)
|
|
$
|
(347
|
)
|
|
|
June 30,
|
||||||||||
(In thousands)
|
|
2014
|
|
2013
|
|
2012
|
||||||
Statutory tax rate
|
|
34%
|
|
34%
|
|
34%
|
||||||
Income tax expense (benefit) at statutory rate
|
|
$
|
4,365
|
|
|
$
|
(3,158
|
)
|
|
$
|
(9,154
|
)
|
State income tax expense (benefit), net of federal tax benefit
|
|
749
|
|
|
(223
|
)
|
|
(1,023
|
)
|
|||
Valuation allowance
|
|
(4,292
|
)
|
|
3,074
|
|
|
10,588
|
|
|||
Change in contingency reserve (net)
|
|
(39
|
)
|
|
(7
|
)
|
|
(561
|
)
|
|||
Other (net)
|
|
(78
|
)
|
|
(511
|
)
|
|
(197
|
)
|
|||
Income tax expense (benefit)
|
|
$
|
705
|
|
|
$
|
(825
|
)
|
|
$
|
(347
|
)
|
|
|
June 30,
|
||||||||||
(In thousands)
|
|
2014
|
|
2013
|
|
2012
|
||||||
Deferred tax assets:
|
|
|
|
|
|
|
||||||
Postretirement benefits
|
|
$
|
19,800
|
|
|
$
|
26,014
|
|
|
$
|
27,568
|
|
Accrued liabilities
|
|
6,156
|
|
|
4,477
|
|
|
3,958
|
|
|||
Net operating loss carryforward
|
|
40,275
|
|
|
44,607
|
|
|
44,736
|
|
|||
Intangible assets
|
|
1,126
|
|
|
694
|
|
|
919
|
|
|||
Other
|
|
7,253
|
|
|
8,945
|
|
|
5,945
|
|
|||
Total deferred tax assets
|
|
74,610
|
|
|
84,737
|
|
|
83,126
|
|
|||
Deferred tax liabilities:
|
|
|
|
|
|
|
||||||
Fixed assets
|
|
(1,902
|
)
|
|
(2,641
|
)
|
|
(4,117
|
)
|
|||
Other
|
|
(1,538
|
)
|
|
(882
|
)
|
|
(794
|
)
|
|||
Total deferred tax liabilities
|
|
(3,440
|
)
|
|
(3,523
|
)
|
|
(4,911
|
)
|
|||
Valuation allowance
|
|
(72,613
|
)
|
|
(82,522
|
)
|
|
(79,448
|
)
|
|||
Net deferred tax liability
|
|
$
|
(1,443
|
)
|
|
$
|
(1,308
|
)
|
|
$
|
(1,233
|
)
|
|
|
Year Ended June 30,
|
||||||||||
(In thousands)
|
|
2014
|
|
2013
|
|
2012
|
||||||
Unrecognized tax benefits at beginning of year
|
|
$
|
3,211
|
|
|
$
|
3,211
|
|
|
$
|
3,902
|
|
Increases in tax positions for prior years
|
|
(30
|
)
|
|
—
|
|
|
—
|
|
|||
Settlements
|
|
(3,181
|
)
|
|
—
|
|
|
(691
|
)
|
|||
Unrecognized tax benefits at end of year
|
|
$
|
—
|
|
|
$
|
3,211
|
|
|
$
|
3,211
|
|
|
|
Year ended June 30,
|
||||||||||
2014
|
|
2013
|
|
2012
|
||||||||
(In thousands, except share and per share amounts)
|
||||||||||||
Net income (loss) attributable to common stockholders—basic
|
|
$
|
12,063
|
|
|
$
|
(8,401
|
)
|
|
$
|
(26,274
|
)
|
Net income (loss) attributable to nonvested restricted stockholders
|
|
69
|
|
|
(61
|
)
|
|
(302
|
)
|
|||
Total net income (loss)
|
|
$
|
12,132
|
|
|
$
|
(8,462
|
)
|
|
$
|
(26,576
|
)
|
|
|
|
|
|
|
|
||||||
Weighted average shares outstanding—basic
|
|
15,909,631
|
|
|
15,604,452
|
|
|
15,492,314
|
|
|||
Effect of dilutive securities:
|
|
|
|
|
|
|
||||||
Shares issuable under stock options
|
|
104,956
|
|
|
—
|
|
|
—
|
|
|||
Weighted average shares outstanding—diluted
|
|
16,014,587
|
|
|
15,604,452
|
|
|
15,492,314
|
|
|||
Net loss per common share—basic
|
|
$
|
0.76
|
|
|
$
|
(0.54
|
)
|
|
$
|
(1.72
|
)
|
Net loss per common share—diluted
|
|
$
|
0.76
|
|
|
$
|
(0.54
|
)
|
|
$
|
(1.72
|
)
|
(In thousands)
|
|
Contractual Obligations
|
||||||||||||||||||||||
Year Ended June 30,
|
|
Capital Lease
Obligations
|
|
Operating
Lease
Obligations
|
|
Pension Plan
Obligations
|
|
Postretirement
Benefits Other
Than Pension Plans
|
|
Revolving Credit Facility
|
|
Purchase Commitments (1)(2)
|
||||||||||||
2015
|
|
$
|
4,205
|
|
|
$
|
3,527
|
|
|
$
|
7,024
|
|
|
$
|
939
|
|
|
$
|
78
|
|
|
$
|
43,448
|
|
2016
|
|
3,520
|
|
|
2,503
|
|
|
7,179
|
|
|
1,029
|
|
|
—
|
|
|
—
|
|
||||||
2017
|
|
1,614
|
|
|
1,608
|
|
|
7,345
|
|
|
1,126
|
|
|
—
|
|
|
—
|
|
||||||
2018
|
|
905
|
|
|
1,350
|
|
|
7,604
|
|
|
1,252
|
|
|
—
|
|
|
—
|
|
||||||
2019
|
|
143
|
|
|
861
|
|
|
7,787
|
|
|
1,405
|
|
|
—
|
|
|
—
|
|
||||||
Thereafter
|
|
54
|
|
|
187
|
|
|
43,653
|
|
|
8,535
|
|
|
—
|
|
|
—
|
|
||||||
|
|
|
|
$
|
10,036
|
|
|
$
|
80,592
|
|
|
$
|
14,286
|
|
|
$
|
78
|
|
|
$
|
43,448
|
|
||
Total minimum lease payments
|
|
$
|
10,441
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Less: imputed interest
(0.82% to 10.7%)
|
|
(738
|
)
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Present value of future minimum lease payments
|
|
$
|
9,703
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Less: current portion
|
|
3,779
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Long-term capital lease obligations
|
|
$
|
5,924
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30,
2013 |
|
December 31,
2013 |
|
March 31,
2014 |
|
June 30,
2014 |
||||||||
(In thousands, except per share data)
|
|
|
|
|
|
|
|
|
||||||||
Net sales
|
|
$
|
129,529
|
|
|
$
|
143,129
|
|
|
$
|
125,525
|
|
|
$
|
130,197
|
|
Gross profit
|
|
$
|
48,005
|
|
|
$
|
54,374
|
|
|
$
|
48,052
|
|
|
$
|
45,483
|
|
Income (loss) from operations
|
|
$
|
3,014
|
|
|
$
|
5,650
|
|
|
$
|
(2,075
|
)
|
|
$
|
2,327
|
|
Net income
|
|
$
|
1,806
|
|
|
$
|
4,709
|
|
|
$
|
2,506
|
|
|
$
|
3,111
|
|
Net income per common share—basic
|
|
$
|
0.11
|
|
|
$
|
0.29
|
|
|
$
|
0.16
|
|
|
$
|
0.19
|
|
Net income per common share—diluted
|
|
$
|
0.11
|
|
|
$
|
0.29
|
|
|
$
|
0.16
|
|
|
$
|
0.19
|
|
|
|
September 30,
2012 |
|
December 31,
2012 |
|
March 31,
2013 |
|
June 30,
2013 |
||||||||
(In thousands, except per share data)
|
|
|
|
|
|
|
|
|
||||||||
Net sales
|
|
$
|
120,147
|
|
|
$
|
136,699
|
|
|
$
|
127,279
|
|
|
$
|
129,744
|
|
Gross profit
|
|
$
|
43,141
|
|
|
$
|
48,594
|
|
|
$
|
47,446
|
|
|
$
|
45,995
|
|
Income (loss) from operations
|
|
$
|
1,794
|
|
|
$
|
536
|
|
|
$
|
691
|
|
|
$
|
(2,650
|
)
|
Net income (loss)
|
|
$
|
2,979
|
|
|
$
|
(7,157
|
)
|
|
$
|
(1,306
|
)
|
|
$
|
(2,978
|
)
|
Net income (loss) per common share—basic
|
|
$
|
0.19
|
|
|
$
|
(0.46
|
)
|
|
$
|
(0.08
|
)
|
|
$
|
(0.19
|
)
|
Net income (loss) per common share—diluted
|
|
$
|
0.19
|
|
|
$
|
(0.46
|
)
|
|
$
|
(0.08
|
)
|
|
$
|
(0.19
|
)
|
|
|
Three Months Ended September 30, 2013
|
|
Three Months Ended September 30, 2012
|
||||||||||||||||||||
(In thousands)
|
|
As Previously Reported
|
|
Adjustments(1)
|
|
As Corrected
|
|
As Previously Reported
|
|
Adjustments(1)
|
|
As Corrected
|
||||||||||||
Net sales
|
|
$
|
128,561
|
|
|
$
|
968
|
|
|
$
|
129,529
|
|
|
$
|
119,153
|
|
|
$
|
994
|
|
|
$
|
120,147
|
|
Cost of goods sold
|
|
79,089
|
|
|
2,435
|
|
|
81,524
|
|
|
74,532
|
|
|
2,474
|
|
|
77,006
|
|
||||||
Gross profit
|
|
49,472
|
|
|
(1,467
|
)
|
|
48,005
|
|
|
44,621
|
|
|
(1,480
|
)
|
|
43,141
|
|
||||||
Selling expenses
|
|
37,335
|
|
|
(721
|
)
|
|
36,614
|
|
|
37,271
|
|
|
(242
|
)
|
|
37,029
|
|
||||||
General and administrative expenses
|
|
9,246
|
|
|
(746
|
)
|
|
8,500
|
|
|
8,769
|
|
|
(1,238
|
)
|
|
7,531
|
|
||||||
Net gains from sales of assets
|
|
—
|
|
|
(123
|
)
|
|
(123
|
)
|
|
—
|
|
|
(3,213
|
)
|
|
(3,213
|
)
|
||||||
Operating expenses
|
|
46,581
|
|
|
(1,590
|
)
|
|
44,991
|
|
|
46,040
|
|
|
(4,693
|
)
|
|
41,347
|
|
||||||
Income (loss) from operations
|
|
2,891
|
|
|
123
|
|
|
3,014
|
|
|
(1,419
|
)
|
|
3,213
|
|
|
1,794
|
|
||||||
Other income (expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Dividend income
|
|
268
|
|
|
—
|
|
|
268
|
|
|
259
|
|
|
—
|
|
|
259
|
|
||||||
Interest income
|
|
108
|
|
|
—
|
|
|
108
|
|
|
92
|
|
|
—
|
|
|
92
|
|
||||||
Interest expense
|
|
(372
|
)
|
|
—
|
|
|
(372
|
)
|
|
(457
|
)
|
|
—
|
|
|
(457
|
)
|
||||||
Other, net
|
|
(783
|
)
|
|
(123
|
)
|
|
(906
|
)
|
|
4,945
|
|
|
(3,213
|
)
|
|
1,732
|
|
||||||
Total other (expense) income
|
|
(779
|
)
|
|
(123
|
)
|
|
(902
|
)
|
|
4,839
|
|
|
(3,213
|
)
|
|
1,626
|
|
||||||
Income before taxes
|
|
2,112
|
|
|
—
|
|
|
2,112
|
|
|
3,420
|
|
|
—
|
|
|
3,420
|
|
||||||
Income tax expense
|
|
306
|
|
|
—
|
|
|
306
|
|
|
441
|
|
|
—
|
|
|
441
|
|
||||||
Net income
|
|
$
|
1,806
|
|
|
$
|
—
|
|
|
$
|
1,806
|
|
|
$
|
2,979
|
|
|
$
|
—
|
|
|
$
|
2,979
|
|
|
|
Three Months Ended December 31, 2013
|
|
Three Months Ended December 31, 2012
|
||||||||||||||||||||
(In thousands)
|
|
As Previously Reported
|
|
Adjustments(1)
|
|
As Corrected
|
|
As Previously Reported
|
|
Adjustments(1)
|
|
As Corrected
|
||||||||||||
Net sales
|
|
$
|
142,151
|
|
|
$
|
978
|
|
|
$
|
143,129
|
|
|
$
|
135,705
|
|
|
$
|
994
|
|
|
$
|
136,699
|
|
Cost of goods sold
|
|
86,713
|
|
|
2,042
|
|
|
88,755
|
|
|
85,352
|
|
|
2,753
|
|
|
88,105
|
|
||||||
Gross profit
|
|
55,438
|
|
|
(1,064
|
)
|
|
54,374
|
|
|
50,353
|
|
|
(1,759
|
)
|
|
48,594
|
|
||||||
Selling expenses
|
|
38,991
|
|
|
(669
|
)
|
|
38,322
|
|
|
40,765
|
|
|
(489
|
)
|
|
40,276
|
|
||||||
General and administrative expenses
|
|
10,724
|
|
|
(395
|
)
|
|
10,329
|
|
|
9,041
|
|
|
(1,270
|
)
|
|
7,771
|
|
||||||
Net gains from sales of assets
|
|
—
|
|
|
73
|
|
|
73
|
|
|
—
|
|
|
11
|
|
|
11
|
|
||||||
Operating expenses
|
|
49,715
|
|
|
(991
|
)
|
|
48,724
|
|
|
49,806
|
|
|
(1,748
|
)
|
|
48,058
|
|
||||||
Income (loss) from operations
|
|
5,723
|
|
|
(73
|
)
|
|
5,650
|
|
|
547
|
|
|
(11
|
)
|
|
536
|
|
||||||
Other income (expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Dividend income
|
|
258
|
|
|
—
|
|
|
258
|
|
|
284
|
|
|
—
|
|
|
284
|
|
||||||
Interest income
|
|
110
|
|
|
—
|
|
|
110
|
|
|
99
|
|
|
—
|
|
|
99
|
|
||||||
Interest expense
|
|
(393
|
)
|
|
—
|
|
|
(393
|
)
|
|
(463
|
)
|
|
—
|
|
|
(463
|
)
|
||||||
Other, net
|
|
(587
|
)
|
|
73
|
|
|
(514
|
)
|
|
(7,656
|
)
|
|
11
|
|
|
(7,645
|
)
|
||||||
Total other (expense) income
|
|
(612
|
)
|
|
73
|
|
|
(539
|
)
|
|
(7,736
|
)
|
|
11
|
|
|
(7,725
|
)
|
||||||
Income (loss) before taxes
|
|
5,111
|
|
|
—
|
|
|
5,111
|
|
|
(7,189
|
)
|
|
—
|
|
|
(7,189
|
)
|
||||||
Income tax expense (benefit)
|
|
402
|
|
|
—
|
|
|
402
|
|
|
(32
|
)
|
|
—
|
|
|
(32
|
)
|
||||||
Net income (loss)
|
|
$
|
4,709
|
|
|
$
|
—
|
|
|
$
|
4,709
|
|
|
$
|
(7,157
|
)
|
|
$
|
—
|
|
|
$
|
(7,157
|
)
|
|
|
Three Months Ended March 31, 2014
|
|
Three Months Ended March 31, 2013
|
||||||||||||||||||||
(In thousands)
|
|
As Previously Reported
|
|
Adjustments(1)
|
|
As Corrected
|
|
As Previously Reported
|
|
Adjustments(1)
|
|
As Corrected
|
||||||||||||
Net sales
|
|
$
|
124,600
|
|
|
$
|
925
|
|
|
$
|
125,525
|
|
|
126,343
|
|
|
936
|
|
|
127,279
|
|
|||
Cost of goods sold
|
|
76,810
|
|
|
663
|
|
|
77,473
|
|
|
78,761
|
|
|
1,072
|
|
|
79,833
|
|
||||||
Gross profit
|
|
47,790
|
|
|
262
|
|
|
48,052
|
|
|
47,582
|
|
|
(136
|
)
|
|
47,446
|
|
||||||
Selling expenses
|
|
42,161
|
|
|
431
|
|
|
42,592
|
|
|
39,135
|
|
|
(69
|
)
|
|
39,066
|
|
||||||
General and administrative expenses
|
|
7,667
|
|
|
(169
|
)
|
|
7,498
|
|
|
8,941
|
|
|
(67
|
)
|
|
8,874
|
|
||||||
Net gains from sales of assets
|
|
37
|
|
|
—
|
|
|
37
|
|
|
(1,185
|
)
|
|
—
|
|
|
(1,185
|
)
|
||||||
Operating expenses
|
|
49,865
|
|
|
262
|
|
|
50,127
|
|
|
46,891
|
|
|
(136
|
)
|
|
46,755
|
|
||||||
(Loss) income from operations
|
|
(2,075
|
)
|
|
—
|
|
|
(2,075
|
)
|
|
691
|
|
|
—
|
|
|
691
|
|
||||||
Other income (expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Dividend income
|
|
276
|
|
|
—
|
|
|
276
|
|
|
286
|
|
|
—
|
|
|
286
|
|
||||||
Interest income
|
|
114
|
|
|
—
|
|
|
114
|
|
|
92
|
|
|
—
|
|
|
92
|
|
||||||
Interest expense
|
|
(277
|
)
|
|
—
|
|
|
(277
|
)
|
|
(466
|
)
|
|
—
|
|
|
(466
|
)
|
||||||
Other, net
|
|
4,664
|
|
|
—
|
|
|
4,664
|
|
|
(1,949
|
)
|
|
—
|
|
|
(1,949
|
)
|
||||||
Total other income
|
|
4,777
|
|
|
—
|
|
|
4,777
|
|
|
(2,037
|
)
|
|
—
|
|
|
(2,037
|
)
|
||||||
Income before taxes
|
|
2,702
|
|
|
—
|
|
|
2,702
|
|
|
(1,346
|
)
|
|
—
|
|
|
(1,346
|
)
|
||||||
Income tax benefit
|
|
196
|
|
|
—
|
|
|
196
|
|
|
(40
|
)
|
|
—
|
|
|
(40
|
)
|
||||||
Net income
|
|
$
|
2,506
|
|
|
$
|
—
|
|
|
$
|
2,506
|
|
|
$
|
(1,306
|
)
|
|
$
|
—
|
|
|
$
|
(1,306
|
)
|
|
|
Three Months Ended June 30, 2013
|
||||||||||
(In thousands)
|
|
Previously Reported
|
|
Adjustments(1)
|
|
As Corrected
|
||||||
Net sales
|
|
$
|
128,763
|
|
|
$
|
981
|
|
|
$
|
129,744
|
|
Cost of goods sold
|
|
81,273
|
|
|
2,476
|
|
|
83,749
|
|
|||
Gross profit
|
|
47,490
|
|
|
(1,495
|
)
|
|
45,995
|
|
|||
Selling expenses
|
|
40,908
|
|
|
(246
|
)
|
|
40,662
|
|
|||
General and administrative expenses
|
|
9,219
|
|
|
(1,249
|
)
|
|
7,970
|
|
|||
Net gains from sales of assets
|
|
—
|
|
|
(79
|
)
|
|
(79
|
)
|
|||
Impairment losses on intangible assets
|
|
92
|
|
|
—
|
|
|
92
|
|
|||
Operating expenses
|
|
50,219
|
|
|
(1,574
|
)
|
|
48,645
|
|
|||
Loss from operations
|
|
(2,729
|
)
|
|
79
|
|
|
(2,650
|
)
|
|||
Other income (expense):
|
|
|
|
|
|
|
||||||
Dividend income
|
|
274
|
|
|
—
|
|
|
274
|
|
|||
Interest income
|
|
169
|
|
|
—
|
|
|
169
|
|
|||
Interest expense
|
|
(396
|
)
|
|
—
|
|
|
(396
|
)
|
|||
Other, net
|
|
(1,490
|
)
|
|
(79
|
)
|
|
(1,569
|
)
|
|||
Total other income
|
|
(1,443
|
)
|
|
(79
|
)
|
|
(1,522
|
)
|
|||
Income before taxes
|
|
(4,172
|
)
|
|
—
|
|
|
(4,172
|
)
|
|||
Income tax benefit
|
|
(1,194
|
)
|
|
—
|
|
|
(1,194
|
)
|
|||
Net income
|
|
$
|
(2,978
|
)
|
|
$
|
—
|
|
|
$
|
(2,978
|
)
|
Item 9.
|
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
|
Item 9A.
|
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.
|
Item 9B.
|
Other Information
|
Item 10.
|
Directors, Executive Officers and Corporate Governance
|
Item 11.
|
Executive Compensation
|
Item 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
Plan Category
|
|
Number of
Shares to be
Issued Upon
Exercise of
Outstanding
Options
|
|
Weighted
Average
Exercise
Price of
Outstanding
Options
|
|
Number of
Shares
Remaining
Available
for Future
Issuance(2)
|
Equity compensation plans approved by stockholders(1)
|
|
557,427
|
|
$14.33
|
|
363,774
|
Equity compensation plans not approved by stockholders
|
|
—
|
|
—
|
|
—
|
Total
|
|
557,427
|
|
$14.33
|
|
363,774
|
Item 13.
|
Certain Relationships and Related Transactions, and Director Independence
|
Item 14.
|
Principal Accountant Fees and Services
|
Item 15.
|
Exhibits and Financial Statement Schedules
|
(a)
|
List of Financial Statements and Financial Statement Schedules:
|
|
Consolidated Balance Sheets as of June 30, 2014 and 2013
|
|
Consolidated Statements of Operations for the Years Ended June 30, 2014, 2013 and 2012
|
|
Consolidated Statements of Comprehensive Income (Loss) for the Years Ended June 30, 2014, 2013 and 2012
|
|
Consolidated Statements of Cash Flows for the Years Ended June 30, 2014, 2013 and 2012
|
|
Consolidated Statements of Stockholders’ Equity for the Years Ended June 30, 2014, 2013 and 2012
|
|
Notes to Consolidated Financial Statements
|
(b)
|
Exhibits: See Exhibit Index.
|
|
|
|
|
|
|
|
F
ARMER
B
ROS
. C
O
.
|
||||
|
|
|
|||
|
By:
|
|
/
S
/MICHAEL H. KEOWN
|
||
|
|
|
Michael H. Keown
President and Chief Executive Officer (chief executive officer) Date: September 15, 2014 |
||
|
|
|
|||
|
By:
|
|
/s/MARK J. NELSON
|
||
|
|
|
Mark J. Nelson
Treasurer and Chief Financial Officer (principal financial and accounting officer) Date: September 15, 2014 |
||
|
|
|
|
|
|
|
|
|
|
|
||
/s/ GUENTER W. BERGER
|
|
Chairman of the Board and Director
|
|
September 15, 2014
|
Guenter W. Berger
|
|
|
|
|
|
|
|
||
/s/ HAMIDEH ASSADI
|
|
Director
|
|
September 15, 2014
|
Hamideh Assadi
|
|
|
|
|
|
|
|
|
|
/s/ RANDY E. CLARK
|
|
Director
|
|
September 15, 2014
|
Randy E. Clark
|
|
|
|
|
|
|
|
|
|
|
|
Director
|
|
|
Jeanne Farmer Grossman
|
|
|
|
|
|
|
|
|
|
/s/ CHARLES F. MARCY
|
|
Director
|
|
September 15, 2014
|
Charles F. Marcy
|
|
|
|
|
|
|
|
||
/s/ CHRISTOPHER P. MOTTERN
|
|
Director
|
|
September 15, 2014
|
Christopher P. Mottern
|
|
|
|
|
|
|
|
||
/s/ MICHAEL H. KEOWN
|
|
Director
|
|
September 15, 2014
|
Michael H. Keown
|
|
|
|
|
3.1
|
|
Certificate of Incorporation (filed herewith).
|
|
|
|
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 as Exhibit 4.3 to the Company's Quarterly Report on Form 10-Q for the quarter ended December 31, 2013 filed with the SEC on February 10, 2014 and incorporated herein by reference).
|
|
|
|
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
|
|
Amendment No. 3 to Amended and Restated Loan and Security Agreement, dated as of February 28, 2014, 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 5, 2014 and incorporated herein by reference).
|
|
|
|
10.5
|
|
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).
|
|
|
|
10.6
|
|
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).
|
|
|
|
10.7
|
|
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).
|
|
|
|
10.8
|
|
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).*
|
|
|
|
10.9
|
|
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).*
|
|
|
|
10.10
|
|
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).*
|
|
|
|
10.11
|
|
Farmer Bros. Co. 2005 Incentive Compensation Plan (filed as Exhibit 10.10 to the Company's Quarterly Report on Form 10-Q for the quarter ended December 31, 2013 filed with the SEC on February10, 2014 and incorporated herein by reference).*
|
|
|
|
10.12
|
|
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).*
|
|
|
|
10.13
|
|
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).*
|
|
|
|
10.14
|
|
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).
|
|
|
|
10.15
|
|
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).
|
|
|
|
10.16
|
|
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).
|
|
|
|
10.17
|
|
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).*
|
|
|
|
10.18
|
|
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
|
|
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).*
|
|
|
|
10.22
|
|
Amendment No. 1 to Employment Agreement, dated as of January 1, 2014, by and between Farmer Bros. Co. and Mark J. Nelson (filed as Exhibit 10.2 to the Company's Current Report on Form 8-K filed with the SEC on March 5, 2014 and incorporated herein by reference).*
|
|
|
|
10.23
|
|
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).*
|
|
|
|
10.24
|
|
Separation Agreement, dated as of July 16, 2014, by and between Farmer Bros. Co. and Mark A. Harding (filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on July 17, 2014 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).*
|
|
|
|
14.1
|
|
Farmer Bros. Co. Code of Conduct and Ethics adopted on August 26, 2010 and updated February 2013 (filed as Exhibit 14.1 to the Company's Annual Report on Form 10-K filed with the SEC on October 15, 2013 and incorporated herein by reference).
|
|
|
|
21.1
|
|
List of all Subsidiaries of Farmer Bros. Co. (filed herewith)
|
|
|
|
23.1
|
|
Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm (filed herewith)
|
|
|
|
23.2
|
|
Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm (filed herewith)
|
|
|
|
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).
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32.2
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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).
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99.1
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Properties List (filed herewith)
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101
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The following financial statements from the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2014, 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, (v) Consolidated Statements of Stockholders' Equity, and (vi) Notes to Consolidated Financial Statements (furnished herewith).
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*
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Management contract or compensatory plan or arrangement.
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State of Delaware
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Secretary of State
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Division of Corporations
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Delivered 05: 40 PM 02/17/2004
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FILED 05: 40 PM 02/17/2004
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SRV 040110672 – 3742785 FILE
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Name:
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Address:
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Mary E. Keogh
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P. O. Box 636, Wilmington, DE 19899
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/s/ Mary E. Keogh
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Name: Mary E. Keogh
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Title: Sole Incorporator
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/
S
/ DELOITTE & TOUCHE LLP
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Costa Mesa, California
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September 15, 2014
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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
|
Michael H. Keown
President and Chief Executive Officer
(principal executive officer)
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|
/
S
/ MARK J. NELSON
|
Mark J. Nelson
Treasurer and Chief Financial Officer
(principal accounting and financial officer)
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Florida
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Georgia
|
Idaho
|
TAMPA
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ATLANTA
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BOISE
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4709 Oak Fair Blvd.
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1400 Northbrook Pkwy. Ste. 370
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7235 Bethel St.
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Suwanee
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|
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|
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Idaho
|
Illinois
|
Illinois
|
IDAHO FALLS*
|
MOLINE
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NORTHLAKE
|
805 S. Saturn Ave.
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2950 38th Ave.
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100 W. Whitehall Ave.
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|
|
|
Illinois
|
Indiana
|
Indiana
|
SPRINGFIELD
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EVANSVILLE
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INDIANAPOLIS*
|
3430 Constitution Dr., #122
|
1905 N. Kentucky Ave.
|
1417 Southeastern Ave.
|
|
|
|
Indiana
|
Iowa
|
Iowa
|
MERRILLVILLE
|
DES MOINES
|
OMAHA*
|
1503 E. 91st Dr.
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1662 N.E. 55th Ave.
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3217 Nebraska Ave.
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|
|
Council Bluffs
|
|
|
|
Kansas
|
Louisiana
|
Maryland
|
WICHITA
|
SHREVEPORT
|
JESSUP
|
427 S. Washington
|
4113 Metro Dr.
|
8268 Preston Ct.
|
|
|
|
Massachusetts
|
Michigan
|
Michigan
|
NORTH BILLERICA
|
PLYMOUTH
|
SAGINAW
|
29 Esquire Rd.
|
9260 General Dr.
|
3691 Fashion Square Blvd.
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|
|
|
Michigan
|
Minnesota
|
Minnesota
|
GRAND RAPIDS/WYOMING
|
BLAINE*
|
DULUTH
|
3322 Lousma SE, Ste. 503 & 504
|
3074 84th Ln. NE
|
4314 Enterprise Cir.
|
|
|
|
Missouri
|
Missouri
|
Missouri
|
KANSAS CITY*
|
SPRINGFIELD
|
ST. LOUIS*
|
9 N.E. Skyline Dr.
|
540A N. Cederbrook
|
12832 Pennridge Dr.
|
Lee’s Summit
|
|
Bridgeton
|
|
|
|
Montana
|
Montana
|
Montana
|
BILLINGS*
|
GREAT FALLS*
|
MISSOULA
|
2625 Enterprise Ave.
|
2600 16th St. NE
|
2720 Palmer St., Unit E
|
|
Black Eagle
|
|
|
|
|
Nebraska
|
Nevada
|
Nevada
|
NORTH PLATTE
|
CARSON CITY*
|
ELKO*
|
601 Sioux Meadow
|
3880 Technology Way
|
460 S. A St.
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|
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