þ
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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95-0725980
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(State of Incorporation)
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(I.R.S. Employer Identification No.)
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Large accelerated filer
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¨
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Accelerated filer
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ý
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Non-accelerated filer
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¨
(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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Page
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PART I – FINANCIAL INFORMATION
(UNAUDITED)
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December 31, 2014
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June 30, 2014
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||||
ASSETS
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Current assets:
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||||
Cash and cash equivalents
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$
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4,746
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$
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11,993
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Restricted cash
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720
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—
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Short-term investments
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23,687
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22,632
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Accounts and notes receivable, net
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46,183
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42,230
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Inventories
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70,677
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71,044
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Income tax receivable
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228
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228
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Short-term derivative assets
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—
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5,153
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Prepaid expenses
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4,919
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4,180
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Total current assets
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151,160
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157,460
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Property, plant and equipment, net
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92,141
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95,641
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Intangible assets, net
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5,628
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5,628
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Other assets
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6,045
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7,034
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Deferred income taxes
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414
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414
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Total assets
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$
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255,388
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$
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266,177
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LIABILITIES AND STOCKHOLDERS’ EQUITY
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Current liabilities:
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Accounts payable
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$
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37,245
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$
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44,336
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Accrued payroll expenses
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19,706
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22,190
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Short-term borrowings under revolving credit facility
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1,345
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78
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Short-term obligations under capital leases
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3,654
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3,779
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Short-term derivative liabilities
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3,720
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—
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Deferred income taxes
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1,169
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1,169
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Other current liabilities
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5,182
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5,318
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Total current liabilities
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72,021
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76,870
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Accrued postretirement benefits
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19,477
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19,970
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Other long-term liabilities—capital leases
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4,156
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5,924
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Accrued pension liabilities
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39,573
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40,256
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Accrued workers’ compensation liabilities
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8,124
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7,604
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Deferred income taxes
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780
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689
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Total liabilities
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$
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144,131
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$
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151,313
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Commitments and contingencies (Note 12)
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Stockholders’ equity:
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Preferred stock, $1.00 par value, 500,000 shares authorized and none issued
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$
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—
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$
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—
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Common stock, $1.00 par value, 25,000,000 shares authorized; 16,591,825 and 16,562,450 issued and outstanding at December 31, 2014 and June 30, 2014, respectively
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16,592
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16,562
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Additional paid-in capital
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34,494
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35,917
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Retained earnings
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111,623
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106,212
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Unearned ESOP shares
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(11,234
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)
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(16,035
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)
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Accumulated other comprehensive loss
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(40,218
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)
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(27,792
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)
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Total stockholders’ equity
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$
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111,257
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$
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114,864
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Total liabilities and stockholders’ equity
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$
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255,388
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$
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266,177
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Three Months Ended December 31,
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Six Months Ended December 31,
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||||||||||||
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2014
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2013
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2014
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2013
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||||||||
Net sales
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$
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144,809
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$
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143,129
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$
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280,793
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$
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272,658
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Cost of goods sold
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91,667
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88,755
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179,530
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170,279
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Gross profit
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53,142
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54,374
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101,263
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102,379
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Selling expenses
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39,599
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38,322
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78,049
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74,936
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General and administrative expenses
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9,860
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10,329
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16,869
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18,829
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Net losses (gains) from sales of assets
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178
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73
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239
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(50
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)
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Operating expenses
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49,637
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48,724
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95,157
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93,715
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Income from operations
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3,505
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5,650
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6,106
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8,664
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Other income (expense):
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Dividend income
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291
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258
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585
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526
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Interest income
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90
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110
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179
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218
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Interest expense
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(208
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)
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(393
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)
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(415
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)
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(765
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)
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Other, net
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(530
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)
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(514
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)
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(594
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)
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(1,420
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)
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Total other expense
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(357
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)
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(539
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)
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(245
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)
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(1,441
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)
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Income before taxes
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3,148
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5,111
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5,861
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7,223
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Income tax expense
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252
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402
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450
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709
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Net income
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$
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2,896
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$
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4,709
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$
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5,411
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$
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6,514
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Net income per common share—basic
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$
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0.18
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$
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0.30
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$
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0.34
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$
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0.41
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Net income per common share—diluted
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$
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0.18
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$
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0.29
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$
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0.33
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$
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0.41
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Weighted average common shares outstanding—basic
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16,030,167
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15,847,958
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16,016,984
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15,825,100
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Weighted average common shares outstanding—diluted
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16,184,138
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15,964,682
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16,158,725
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15,904,456
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Three Months Ended December 31,
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Six Months Ended December 31,
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||||||||||||
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2014
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2013
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2014
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2013
|
||||||||
Net income
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$
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2,896
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$
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4,709
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$
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5,411
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$
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6,514
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Other comprehensive income, net of tax:
|
|
|
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Unrealized losses on derivative instruments designated as cash flow hedges
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(5,915
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)
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(2,260
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)
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(2,583
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)
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(5,385
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)
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||||
(Gains) losses on derivative instruments designated as cash flow hedges reclassified to cost of goods sold
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(5,132
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)
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3,735
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(9,842
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)
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5,954
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|
||||
Total comprehensive (loss) income, net of tax
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$
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(8,151
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)
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$
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6,184
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$
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(7,014
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)
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$
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7,083
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Six Months Ended December 31,
|
||||||
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2014
|
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2013
|
||||
Cash flows from operating activities:
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|
|
|
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Net income
|
$
|
5,411
|
|
|
$
|
6,514
|
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Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
12,419
|
|
|
14,478
|
|
||
Provision for doubtful accounts
|
270
|
|
|
168
|
|
||
Deferred income taxes
|
90
|
|
|
131
|
|
||
Net losses (gains) from sales of assets
|
239
|
|
|
(50
|
)
|
||
ESOP and share-based compensation expense
|
2,880
|
|
|
2,134
|
|
||
Net (gains) losses on derivative instruments and investments
|
(9,002
|
)
|
|
1,949
|
|
||
Change in operating assets and liabilities:
|
|
|
|
||||
Restricted cash
|
(720
|
)
|
|
4,508
|
|
||
Purchases of trading securities held for investment
|
(2,850
|
)
|
|
(2,963
|
)
|
||
Proceeds from sales of trading securities held for investment
|
1,810
|
|
|
2,207
|
|
||
Accounts and notes receivable
|
(4,222
|
)
|
|
(2,106
|
)
|
||
Inventories
|
346
|
|
|
(5,608
|
)
|
||
Income tax receivable
|
—
|
|
|
251
|
|
||
Derivative assets, net
|
6,297
|
|
|
—
|
|
||
Prepaid expenses and other assets
|
(611
|
)
|
|
(85
|
)
|
||
Accounts payable
|
(6,659
|
)
|
|
2,361
|
|
||
Accrued payroll expenses and other current liabilities
|
(2,619
|
)
|
|
(2,581
|
)
|
||
Accrued postretirement benefits
|
(493
|
)
|
|
(670
|
)
|
||
Other long-term liabilities
|
(165
|
)
|
|
(211
|
)
|
||
Net cash provided by operating activities
|
$
|
2,421
|
|
|
$
|
20,427
|
|
Cash flows from investing activities:
|
|
|
|
||||
Purchases of property, plant and equipment
|
(9,399
|
)
|
|
(12,128
|
)
|
||
Proceeds from sales of property, plant and equipment
|
142
|
|
|
333
|
|
||
Net cash used in investing activities
|
$
|
(9,257
|
)
|
|
$
|
(11,795
|
)
|
Cash flows from financing activities:
|
|
|
|
||||
Proceeds from revolving credit facility
|
34,938
|
|
|
22,550
|
|
||
Repayments on revolving credit facility
|
(33,929
|
)
|
|
(24,300
|
)
|
||
Payments of capital lease obligations
|
(1,948
|
)
|
|
(1,821
|
)
|
||
Proceeds from stock option exercises
|
644
|
|
|
125
|
|
||
Tax withholding payment related to net share settlement of equity awards
|
(116
|
)
|
|
—
|
|
||
Net cash used in financing activities
|
$
|
(411
|
)
|
|
$
|
(3,446
|
)
|
Net (decrease) increase in cash and cash equivalents
|
$
|
(7,247
|
)
|
|
$
|
5,186
|
|
Cash and cash equivalents at beginning of period
|
11,993
|
|
|
2,678
|
|
||
Cash and cash equivalents at end of period
|
$
|
4,746
|
|
|
$
|
7,864
|
|
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 from operations.”
|
Consolidated Statement of Operations Data
|
|
Six Months Ended December 31, 2013
|
||||||||||
(In thousands)
|
|
As Previously Reported
|
|
Adjustments
|
|
As Corrected
|
||||||
Net sales
|
|
$
|
270,712
|
|
|
$
|
1,946
|
|
|
$
|
272,658
|
|
Cost of goods sold
|
|
165,802
|
|
|
4,477
|
|
|
170,279
|
|
|||
Gross profit
|
|
104,910
|
|
|
(2,531
|
)
|
|
102,379
|
|
|||
Selling expenses
|
|
76,326
|
|
|
(1,390
|
)
|
|
74,936
|
|
|||
General and administrative expenses
|
|
19,970
|
|
|
(1,141
|
)
|
|
18,829
|
|
|||
Net gains from sales of assets
|
|
—
|
|
|
(50
|
)
|
|
(50
|
)
|
|||
Operating expenses
|
|
96,296
|
|
|
(2,581
|
)
|
|
93,715
|
|
|||
Income from operations
|
|
8,614
|
|
|
50
|
|
|
8,664
|
|
|||
Other income (expense):
|
|
|
|
|
|
|
||||||
Dividend income
|
|
526
|
|
|
—
|
|
|
526
|
|
|||
Interest income
|
|
218
|
|
|
—
|
|
|
218
|
|
|||
Interest expense
|
|
(765
|
)
|
|
—
|
|
|
(765
|
)
|
|||
Other, net
|
|
(1,370
|
)
|
|
(50
|
)
|
|
(1,420
|
)
|
|||
Total other expense
|
|
(1,391
|
)
|
|
(50
|
)
|
|
(1,441
|
)
|
|||
Income before taxes
|
|
7,223
|
|
|
—
|
|
|
7,223
|
|
|||
Income tax expense
|
|
709
|
|
|
—
|
|
|
709
|
|
|||
Net income
|
|
$
|
6,514
|
|
|
$
|
—
|
|
|
$
|
6,514
|
|
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.
|
(In thousands)
|
|
December 31, 2014
|
|
Derivative instruments designated as cash flow hedges:
|
|
|
|
Long coffee pounds
|
|
24,788
|
|
Derivative instruments not designated as cash flow hedges:
|
|
|
|
Long coffee pounds
|
|
4,067
|
|
Total
|
|
28,855
|
|
|
|
Derivative Instruments Designated as
Cash Flow Hedges
|
|
Derivative Instruments Not Designated as
Accounting Hedges |
||||||||||||
|
|
December 31,
|
|
June 30,
|
|
December 31,
|
|
June 30,
|
||||||||
(In thousands)
|
|
2014
|
|
2014
|
|
2014
|
|
2014
|
||||||||
Financial Statement Location:
|
|
|
|
|
|
|
|
|
||||||||
Short-term derivative assets:
|
|
|
|
|
|
|
|
|
||||||||
Coffee-related derivative instruments
|
|
$
|
1,139
|
|
|
$
|
5,474
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Long-term derivative assets(1):
|
|
|
|
|
|
|
|
|
||||||||
Coffee-related derivative instruments
|
|
$
|
—
|
|
|
$
|
862
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Short-term derivative liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Coffee-related derivative instruments
|
|
$
|
3,930
|
|
|
$
|
252
|
|
|
$
|
929
|
|
|
$
|
69
|
|
Long-term derivative liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Coffee-related derivative instruments
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
Three Months Ended
December 31, |
|
Six Months Ended
December 31, |
|
Financial Statement Classification
|
||||||||||||
(In thousands)
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
|
|||||||||
Net losses recognized in accumulated other comprehensive income (effective portion)
|
|
$
|
(5,915
|
)
|
|
$
|
(2,260
|
)
|
|
$
|
(2,583
|
)
|
|
$
|
(5,385
|
)
|
|
AOCI
|
Net gains (losses) recognized in earnings (effective portion)
|
|
$
|
5,132
|
|
|
$
|
(3,735
|
)
|
|
$
|
9,842
|
|
|
$
|
(5,954
|
)
|
|
Cost of goods sold
|
Net losses recognized in earnings (ineffective portion)
|
|
$
|
(119
|
)
|
|
$
|
(143
|
)
|
|
$
|
(170
|
)
|
|
$
|
(650
|
)
|
|
Other, net
|
|
|
Three Months Ended
December 31,
|
|
Six Months Ended
December 31,
|
||||||||||||
(In thousands)
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Net losses from coffee-related derivative instruments
|
|
$
|
(904
|
)
|
|
$
|
(347
|
)
|
|
$
|
(855
|
)
|
|
$
|
(1,195
|
)
|
Net gains (losses) on investments
|
|
205
|
|
|
(55
|
)
|
|
15
|
|
|
(750
|
)
|
||||
Net gains (losses) on interest rate swap
|
|
—
|
|
|
2
|
|
|
—
|
|
|
(4
|
)
|
||||
Net losses on derivative instruments and
investments(1)
|
|
(699
|
)
|
|
(400
|
)
|
|
(840
|
)
|
|
(1,949
|
)
|
||||
Other gains (losses), net
|
|
169
|
|
|
(114
|
)
|
|
246
|
|
|
529
|
|
||||
Other, net
|
|
$
|
(530
|
)
|
|
$
|
(514
|
)
|
|
$
|
(594
|
)
|
|
$
|
(1,420
|
)
|
(In thousands)
|
|
|
|
Gross Amount Reported on Balance Sheet
|
|
Netting Adjustments
|
|
Cash Collateral Posted (Received)
|
|
Net Exposure
|
||||||||
December 31, 2014
|
|
Derivative assets
|
|
$
|
1,139
|
|
|
$
|
(1,139
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
Derivative liabilities
|
|
$
|
4,859
|
|
|
$
|
(1,139
|
)
|
|
$
|
720
|
|
|
$
|
3,000
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||
June 30, 2014
|
|
Derivative assets
|
|
$
|
6,336
|
|
|
$
|
(321
|
)
|
|
$
|
—
|
|
|
$
|
6,015
|
|
|
|
Derivative liabilities
|
|
$
|
321
|
|
|
$
|
(321
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
Three Months Ended December 31,
|
|
Six Months Ended December 31,
|
||||||||||||
(In thousands)
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Total gains (losses) recognized from trading securities held for investment
|
|
$
|
205
|
|
|
$
|
(55
|
)
|
|
$
|
15
|
|
|
$
|
(750
|
)
|
Less: Realized losses from sales of trading securities held for investment
|
|
(39
|
)
|
|
(24
|
)
|
|
$
|
(39
|
)
|
|
$
|
(66
|
)
|
||
Unrealized gains (losses) from trading securities held for investment
|
|
$
|
244
|
|
|
$
|
(31
|
)
|
|
$
|
54
|
|
|
$
|
(684
|
)
|
•
|
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.
|
December 31, 2014
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Preferred stock(1)
|
|
$
|
23,687
|
|
|
$
|
19,157
|
|
|
$
|
4,530
|
|
|
$
|
—
|
|
Derivative instruments designated as cash flow hedges:
|
|
|
|
|
|
|
|
|
||||||||
Coffee-related derivative assets
|
|
$
|
1,139
|
|
|
$
|
1,139
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Coffee-related derivative liabilities
|
|
$
|
3,930
|
|
|
$
|
3,930
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Derivative instruments not designated as accounting hedges:
|
|
|
|
|
|
|
|
|
||||||||
Coffee-related derivative liabilities
|
|
$
|
929
|
|
|
$
|
929
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
June 30, 2014
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Preferred stock(1)
|
|
$
|
22,632
|
|
|
$
|
18,025
|
|
|
$
|
4,607
|
|
|
$
|
—
|
|
Derivative instruments designated as cash flow hedges:
|
|
|
|
|
|
|
|
|
||||||||
Coffee-related derivative liabilities
|
|
$
|
5,153
|
|
|
$
|
5,153
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Derivative instruments not designated as accounting hedges:
|
|
|
|
|
|
|
|
|
||||||||
Coffee-related derivative liabilities
|
|
$
|
862
|
|
|
$
|
862
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(1)
|
Included in "Short-term investments" on the consolidated balance sheets.
|
(In thousands)
|
|
December 31, 2014
|
|
June 30, 2014
|
||||
Trade receivables
|
|
$
|
45,626
|
|
|
$
|
41,118
|
|
Other receivables(1)
|
|
1,478
|
|
|
1,763
|
|
||
Allowance for doubtful accounts
|
|
(921
|
)
|
|
(651
|
)
|
||
Accounts and notes receivable, net
|
|
$
|
46,183
|
|
|
$
|
42,230
|
|
(In thousands)
|
|
December 31, 2014
|
|
June 30, 2014
|
||||
Coffee
|
|
|
|
|
||||
Processed
|
|
$
|
18,364
|
|
|
$
|
17,551
|
|
Unprocessed
|
|
20,170
|
|
|
21,164
|
|
||
Total
|
|
$
|
38,534
|
|
|
$
|
38,715
|
|
Tea and culinary products
|
|
|
|
|
||||
Processed
|
|
$
|
23,128
|
|
|
$
|
22,381
|
|
Unprocessed
|
|
3,916
|
|
|
4,598
|
|
||
Total
|
|
$
|
27,044
|
|
|
$
|
26,979
|
|
Coffee brewing equipment parts
|
|
$
|
5,099
|
|
|
$
|
5,350
|
|
Total inventories
|
|
$
|
70,677
|
|
|
$
|
71,044
|
|
|
Three Months Ended
December 31, |
|
Six Months Ended
December 31, |
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
(In thousands)
|
|
|
|
|
|
||||||||||
Service cost
|
$
|
97
|
|
|
$
|
100
|
|
|
$
|
194
|
|
|
$
|
200
|
|
Interest cost
|
1,415
|
|
|
1,452
|
|
|
2,830
|
|
|
2,904
|
|
||||
Expected return on plan assets
|
(1,823
|
)
|
|
(1,705
|
)
|
|
(3,646
|
)
|
|
(3,410
|
)
|
||||
Amortization of net loss(1)
|
303
|
|
|
336
|
|
|
606
|
|
|
672
|
|
||||
Net periodic benefit (credit) cost
|
$
|
(8
|
)
|
|
$
|
183
|
|
|
$
|
(16
|
)
|
|
$
|
366
|
|
|
Fiscal
|
||
|
2015
|
|
2014
|
Discount rate
|
4.15%
|
|
4.50%
|
Expected long-term rate of return on plan assets
|
7.50%
|
|
8.00%
|
|
Fiscal
|
||
|
2015
|
|
2014
|
Retiree Medical Plan discount rate
|
4.29%
|
|
4.80%
|
Death Benefit discount rate
|
4.48%
|
|
4.53%
|
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, 2014
|
|
412,454
|
|
|
12.44
|
|
5.30
|
|
4.4
|
|
3,782
|
|
Granted
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
Exercised
|
|
(42,656
|
)
|
|
15.12
|
|
5.74
|
|
—
|
|
370
|
|
Cancelled/Forfeited
|
|
(12,134
|
)
|
|
10.31
|
|
4.91
|
|
—
|
|
—
|
|
Outstanding at December 31, 2014
|
|
357,664
|
|
|
12.20
|
|
5.26
|
|
4.0
|
|
6,171
|
|
Vested and exercisable, December 31, 2014
|
|
261,542
|
|
|
12.74
|
|
5.32
|
|
3.7
|
|
4,370
|
|
Vested and expected to vest, December 31, 2014
|
|
354,284
|
|
|
12.20
|
|
5.26
|
|
4.0
|
|
6,111
|
|
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, 2014
|
|
112,442
|
|
|
21.27
|
|
10.49
|
|
6.5
|
|
38
|
|
Granted
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
Exercised
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
Cancelled/Forfeited
|
|
(9,399
|
)
|
|
21.33
|
|
10.52
|
|
—
|
|
—
|
|
Outstanding at December 31, 2014
|
|
103,043
|
|
|
21.27
|
|
10.49
|
|
5.9
|
|
843
|
|
Vested and exercisable, December 31, 2014
|
|
33,167
|
|
|
21.33
|
|
10.52
|
|
5.8
|
|
269
|
|
Vested and expected to vest, December 31, 2014
|
|
96,676
|
|
|
21.27
|
|
10.49
|
|
5.9
|
|
791
|
|
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, 2014
|
|
96,212
|
|
|
10.27
|
|
|
1.5
|
|
2,079
|
|
Granted
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
Exercised/Released(1)
|
|
(28,402
|
)
|
|
9.22
|
|
|
—
|
|
772
|
|
Cancelled/Forfeited
|
|
(8,984
|
)
|
|
8.36
|
|
|
—
|
|
—
|
|
Outstanding at December 31, 2014
|
|
58,826
|
|
|
11.06
|
|
|
1.2
|
|
1,732
|
|
Expected to vest, December 31, 2014
|
|
56,132
|
|
|
13.85
|
|
|
1.2
|
|
1,653
|
|
|
|
Three Months Ended December 31,
|
|
Six Months Ended December 31,
|
||||||||||||
(In thousands)
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Income before taxes
|
|
$
|
3,148
|
|
|
$
|
5,111
|
|
|
$
|
5,861
|
|
|
$
|
7,223
|
|
|
|
|
|
|
|
|
|
|
||||||||
Income tax expense at statutory rate
|
|
1,070
|
|
|
1,738
|
|
|
1,993
|
|
|
2,456
|
|
||||
State income tax expense, net of federal tax benefit
|
|
220
|
|
|
374
|
|
|
377
|
|
|
587
|
|
||||
Valuation allowance
|
|
(1,235
|
)
|
|
(1,847
|
)
|
|
(2,211
|
)
|
|
(2,582
|
)
|
||||
Other permanent items
|
|
197
|
|
|
137
|
|
|
291
|
|
|
248
|
|
||||
Income tax expense
|
|
$
|
252
|
|
|
$
|
402
|
|
|
$
|
450
|
|
|
$
|
709
|
|
|
|
Three Months Ended December 31,
|
|
Six Months Ended December 31,
|
||||||||||||
(In thousands, except share and per share amounts)
|
2014
|
|
2013
|
|
2014
|
|
2013
|
|||||||||
Net income attributable to common stockholders—basic
|
|
$
|
2,885
|
|
|
$
|
4,676
|
|
|
$
|
5,391
|
|
|
$
|
6,468
|
|
Net income attributable to nonvested restricted stockholders
|
|
11
|
|
|
33
|
|
|
20
|
|
|
46
|
|
||||
Net income
|
|
$
|
2,896
|
|
|
$
|
4,709
|
|
|
$
|
5,411
|
|
|
$
|
6,514
|
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted average common shares outstanding—basic
|
|
16,030,167
|
|
|
15,847,958
|
|
|
16,016,984
|
|
|
15,825,100
|
|
||||
Effect of dilutive securities:
|
|
|
|
|
|
|
|
|
||||||||
Shares issuable under stock options
|
|
153,971
|
|
|
116,724
|
|
|
141,741
|
|
|
79,356
|
|
||||
Weighted average common shares outstanding—diluted
|
|
16,184,138
|
|
|
15,964,682
|
|
|
16,158,725
|
|
|
15,904,456
|
|
||||
Net income per common share—basic
|
|
$
|
0.18
|
|
|
$
|
0.30
|
|
|
$
|
0.34
|
|
|
$
|
0.41
|
|
Net income per common share—diluted
|
|
$
|
0.18
|
|
|
$
|
0.29
|
|
|
$
|
0.33
|
|
|
$
|
0.41
|
|
Item 2.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
(In thousands)
|
|
December 31, 2014
|
|
June 30, 2014
|
||||
Current assets
|
|
$
|
151,160
|
|
|
$
|
157,460
|
|
Current liabilities
|
|
72,021
|
|
|
76,870
|
|
||
Working capital(1)
|
|
$
|
79,139
|
|
|
$
|
80,590
|
|
(In millions)
|
|
Three Months Ended December 31, 2014 vs. December 31, 2013
|
|
Six Months Ended December 31, 2014 vs. December 31, 2013
|
||||
Effect of change in unit sales
|
|
$
|
(3.4
|
)
|
|
$
|
2.4
|
|
Effect of pricing and product mix changes
|
|
5.1
|
|
|
5.7
|
|
||
Total increase in net sales
|
|
$
|
1.7
|
|
|
$
|
8.1
|
|
|
|
Three Months Ended December 31,
|
||||||||||||
|
|
2014
|
|
2013
|
||||||||||
(In thousands)
|
|
$
|
|
% of total
|
|
$
|
|
% of total
|
||||||
Net Sales by Product Category:
|
|
|
|
|
|
|
|
|
||||||
Coffee (Roast & Ground)
|
|
$
|
89,259
|
|
|
62
|
%
|
|
$
|
87,087
|
|
|
61
|
%
|
Coffee (Frozen)
|
|
9,766
|
|
|
7
|
%
|
|
10,187
|
|
|
7
|
%
|
||
Tea (Iced & Hot)
|
|
6,984
|
|
|
5
|
%
|
|
6,806
|
|
|
5
|
%
|
||
Culinary
|
|
13,971
|
|
|
9
|
%
|
|
14,720
|
|
|
10
|
%
|
||
Spice
|
|
8,002
|
|
|
5
|
%
|
|
8,040
|
|
|
5
|
%
|
||
Other beverages(1)
|
|
15,880
|
|
|
11
|
%
|
|
15,311
|
|
|
11
|
%
|
||
Net sales by product category
|
|
143,862
|
|
|
99
|
%
|
|
142,151
|
|
|
99
|
%
|
||
Fuel surcharge
|
|
947
|
|
|
1
|
%
|
|
978
|
|
|
1
|
%
|
||
Net sales
|
|
$
|
144,809
|
|
|
100
|
%
|
|
$
|
143,129
|
|
|
100
|
%
|
|
|
Six Months Ended December 31,
|
||||||||||||
|
|
2014
|
|
2013
|
||||||||||
(In thousands)
|
|
$
|
|
% of total
|
|
$
|
|
% of total
|
||||||
Net Sales by Product Category:
|
|
|
|
|
|
|
|
|
||||||
Coffee (Roast & Ground)
|
|
$
|
173,524
|
|
|
62
|
%
|
|
$
|
166,243
|
|
|
61
|
%
|
Coffee (Frozen)
|
|
18,860
|
|
|
7
|
%
|
|
19,207
|
|
|
7
|
%
|
||
Tea (Iced & Hot)
|
|
14,207
|
|
|
5
|
%
|
|
13,791
|
|
|
5
|
%
|
||
Culinary
|
|
27,647
|
|
|
10
|
%
|
|
29,418
|
|
|
11
|
%
|
||
Spice
|
|
16,104
|
|
|
5
|
%
|
|
15,970
|
|
|
6
|
%
|
||
Other beverages(1)
|
|
28,539
|
|
|
10
|
%
|
|
26,083
|
|
|
9
|
%
|
||
Net sales by product category
|
|
278,881
|
|
|
99
|
%
|
|
270,712
|
|
|
99
|
%
|
||
Fuel surcharge
|
|
1,912
|
|
|
1
|
%
|
|
1,946
|
|
|
1
|
%
|
||
Net sales
|
|
$
|
280,793
|
|
|
100
|
%
|
|
$
|
272,658
|
|
|
100
|
%
|
|
|
Three Months Ended December 31,
|
|
Six Months Ended December 31,
|
||||||||||||
($ in thousands)
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Net income, as reported(1)
|
|
$
|
2,896
|
|
|
$
|
4,709
|
|
|
$
|
5,411
|
|
|
$
|
6,514
|
|
Income tax expense
|
|
252
|
|
|
402
|
|
|
450
|
|
|
709
|
|
||||
Interest expense
|
|
208
|
|
|
393
|
|
|
415
|
|
|
765
|
|
||||
Depreciation and amortization expense
|
|
6,163
|
|
|
7,054
|
|
|
12,419
|
|
|
14,478
|
|
||||
ESOP and share-based compensation expense
|
|
1,622
|
|
|
1,230
|
|
|
2,880
|
|
|
2,134
|
|
||||
Restructuring and other transition expenses
|
|
784
|
|
|
—
|
|
|
974
|
|
|
—
|
|
||||
Adjusted EBITDA(1)
|
|
$
|
11,925
|
|
|
$
|
13,788
|
|
|
$
|
22,549
|
|
|
$
|
24,600
|
|
Adjusted EBITDA Margin
|
|
8.2
|
%
|
|
9.6
|
%
|
|
8.0
|
%
|
|
9.0
|
%
|
|
|
Three Months Ended
December 31,
|
|
Six Months Ended
December 31,
|
||||||||||||
($ in thousands)
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Net income, as reported(1)
|
|
$
|
2,896
|
|
|
$
|
4,709
|
|
|
$
|
5,411
|
|
|
$
|
6,514
|
|
Restructuring and other transition expenses, net of tax of zero(2)
|
|
784
|
|
|
—
|
|
|
974
|
|
|
—
|
|
||||
Net income excluding restructuring and other transition expenses
|
|
$
|
3,680
|
|
|
$
|
4,709
|
|
|
$
|
6,385
|
|
|
$
|
6,514
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net income per common share—diluted, as reported
|
|
$
|
0.18
|
|
|
$
|
0.29
|
|
|
$
|
0.33
|
|
|
$
|
0.41
|
|
Impact of restructuring and other transition expenses, net of tax of zero(2)
|
|
$
|
0.05
|
|
|
$
|
—
|
|
|
$
|
0.06
|
|
|
$
|
—
|
|
Net income excluding restructuring and other transition expenses per common share—diluted
|
|
$
|
0.23
|
|
|
$
|
0.29
|
|
|
$
|
0.39
|
|
|
$
|
0.41
|
|
Item 3.
|
Quantitative and Qualitative Disclosures About Market Risk
|
($ in thousands)
|
|
Market Value of
Preferred Securities at December 31, 2014 |
|
Change in Market
Value
|
||||
Interest Rate Changes
|
|
|
||||||
–150 basis points
|
|
$
|
24,626
|
|
|
$
|
939
|
|
–100 basis points
|
|
$
|
24,380
|
|
|
$
|
693
|
|
Unchanged
|
|
$
|
23,687
|
|
|
$
|
—
|
|
+100 basis points
|
|
$
|
22,831
|
|
|
$
|
(856
|
)
|
+150 basis points
|
|
$
|
22,399
|
|
|
$
|
(1,288
|
)
|
(In thousands)
|
|
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
|
|||||||||||
Coffee-related derivative instruments(1)
|
|
$
|
604
|
|
|
$
|
(604
|
)
|
|
$
|
4,812
|
|
|
$
|
(4,812
|
)
|
(1)
|
The Company’s purchase contracts that qualify as normal purchases include green coffee purchase commitments for which the price has been locked in as of December 31, 2014. These contracts are not included in the sensitivity analysis above as the underlying price has been fixed.
|
Item 4.
|
Controls and Procedures
|
PART II - OTHER INFORMATION
|
Item 1.
|
Legal Proceedings
|
Item 1A.
|
Risk Factors
|
Item 6.
|
Exhibits
|
|
|
|
|
|
|
|
F
ARMER
B
ROS
. C
O
.
|
||||
|
|
|
|||
|
By:
|
/s/ MICHAEL H. KEOWN
|
|||
|
|
Michael H. Keown
|
|||
|
|
President and Chief Executive Officer
|
|||
|
|
(chief executive officer)
|
|||
|
|
February 9, 2015
|
|||
|
|
|
|||
|
By:
|
/s/ MARK J. NELSON
|
|||
|
|
Mark J. Nelson
|
|||
|
|
Treasurer and Chief Financial Officer
|
|||
|
|
(principal financial and accounting officer)
|
|||
|
|
February 9, 2015
|
3.1
|
|
Certificate of Incorporation (filed as Exhibit 3.1 to the Company's Annual Report on Form 10-K filed with the SEC on September 16, 2014 and incorporated herein by reference).
|
|
|
|
3.2
|
|
Amended and Restated Bylaws (filed as Exhibit 3.2 to the Company’s Current Report on Form 8-K filed with the SEC on April 25, 2011 and incorporated herein by reference).
|
|
|
|
4.1
|
|
Certificate of Designation, Preferences and Rights of Series A Junior Participating Preferred Stock (filed as Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2010 filed with the SEC on May 10, 2010 and incorporated herein by reference).
|
|
|
|
4.2
|
|
Rights Agreement, dated March 17, 2005, by and between Farmer Bros. Co. and Wells Fargo Bank, N.A., as Rights Agent (filed as Exhibit 4.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2010 filed with the SEC on May 10, 2010 and incorporated herein by reference).
|
|
|
|
4.3
|
|
Specimen Stock Certificate (filed 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 10.8 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2013 filed with the SEC on May 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
|
|
Amendment to 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 December 10, 2014 and incorporated herein by reference).*
|
|
|
|
10.13
|
|
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).*
|
|
|
|
10.14
|
|
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 Annual Report on Form 10-K for the fiscal year ended June 30, 2012 filed with the SEC on September 7, 2012 and incorporated herein by reference).*
|
|
|
|
10.15
|
|
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).
|
|
|
|
10.16
|
|
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).
|
|
|
|
10.17
|
|
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).
|
|
|
|
10.18
|
|
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).*
|
|
|
|
10.19
|
|
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).*
|
|
|
|
10.20
|
|
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).*
|
|
|
|
10.21
|
|
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
|
|
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).*
|
|
|
|
10.24
|
|
Amendment No. 1 to Employment Agreement, effective as of September 1, 2014, 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 filed with the SEC on October 16, 2014 and incorporated herein by reference).*
|
|
|
|
10.25
|
|
Employment Agreement, dated as of December 2, 2014, by and between Farmer Bros. Co. and Barry C. Fischetto (filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on December 5, 2014 and incorporated herein by reference).*
|
|
|
|
10.26
|
|
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).*
|
|
|
|
10.27
|
|
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).*
|
|
|
|
10.28
|
|
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).*
|
|
|
|
10.29
|
|
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).*
|
|
|
|
10.30
|
|
Addendum to Farmer Bros. Co. Amended and Restated 2007 Long-Term Incentive Plan (filed herewith).*
|
|
|
|
10.31
|
|
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).*
|
|
|
|
10.32
|
|
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).*
|
|
|
|
10.33
|
|
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).*
|
|
|
|
10.34
|
|
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).*
|
|
|
|
10.35
|
|
Stock Ownership Guidelines for Directors and Executive Officers (filed as Exhibit 10.32 to the Company's Quarterly Report on Form 10-Q filed with the SEC on November 10, 2014 and incorporated herein by reference).*
|
|
|
|
10.36
|
|
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).*
|
|
|
|
10.37
|
|
Form of Award Letter (Fiscal 2014) 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 17, 2014 and incorporated herein by reference).*
|
|
|
|
10.38
|
|
Form of Target Award Notification Letter (Fiscal 2015) 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 September 17, 2014 and incorporated herein by reference).*
|
|
|
|
10.39
|
|
Form of Change in Control Severance Agreement for Executive Officers of the Company (with schedule of executive officers attached) (filed herewith).*
|
|
|
|
10.40
|
|
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 10.2 to the Company's Current Report on Form 8-K filed with the SEC on December 5, 2014 and incorporated herein by reference).*
|
|
|
|
31.1
|
|
Principal Executive Officer Certification Pursuant to Securities Exchange Act Rules 13a-14 and 15d-14 as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).
|
|
|
|
31.2
|
|
Principal Financial and Accounting Officer Certification Pursuant to Securities Exchange Act Rules 13a-14 and 15d-14 as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).
|
|
|
|
32.1
|
|
Principal Executive Officer Certification Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).
|
|
|
|
32.2
|
|
Principal Financial and Accounting Officer Certification Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).
|
|
|
|
101
|
|
The following financial statements from the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2014, formatted in eXtensible Business Reporting Language: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Comprehensive (Loss) Income, (iv) Consolidated Statements of Cash Flows, and (v) Notes to Consolidated Financial Statements (furnished herewith).
|
*
|
Management contract or compensatory plan or arrangement.
|
|
/
S
/ MICHAEL H. KEOWN
|
Michael H. Keown
President and Chief Executive Officer
(principal executive officer)
|
|
/
S
/ MARK J. NELSON
|
Mark J. Nelson
Treasurer and Chief Financial Officer
(principal financial and accounting officer)
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S
/ MICHAEL H. KEOWN
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Michael H. Keown
President and Chief Executive Officer
(principal executive officer)
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S
/ MARK J. NELSON
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Mark J. Nelson
Treasurer and Chief Financial Officer
(principal accounting and financial officer)
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