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.)
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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
|
•
|
beverage equipment installation and service;
|
•
|
menu solutions wherein we recommend products, how these products are prepared in the kitchen and presented on the menu; and
|
•
|
hassle-free inventory and product procurement management.
|
•
|
Reduce costs to compete more effectively
: In fiscal 2015, we commenced work on a corporate relocation plan to replace our aging production facility in Torrance, California with a more efficient, state-of-the-art facility to be located in Northlake, Texas. We undertook this endeavor, in part, to pursue improved production efficiency to allow us to provide a more cost-competitive offering of high-quality products. We believe the expected improvements in production efficiency, combined with the wind-down and sale of our Torrance facility, should allow us to operate at a lower cost, generally.
|
•
|
Optimize sales and portfolio of products:
In fiscal 2015, we continued our efforts to improve efficiencies in our sales and product offerings. During fiscal 2015, we added sales capabilities and undertook targeted selling efforts in untapped markets, and continued sales and marketing training for all of our RSRs. We also continued to optimize and simplify our product portfolio by discontinuing over 300 SKUs (excluding the addition of SKUs from the RLC Acquisition) and by consolidating our coffee blends while maintaining original roasting profiles, resulting in a reduction in the number of coffee blends by nine.
|
•
|
Strategic investment in assets and evaluation of cost structure:
Apart from our corporation relocation plan, we continue to look for ways to deploy our personnel, systems, assets and infrastructure to create or enhance shareholder value. Areas of focus have included corporate staffing and structure, methods of procurement, logistics, inventory management, supporting technology, and real estate assets.
|
•
|
Corporate capabilities and alignment to create shareholder value
: In 2015, we made several hires that we believe will bring experience and capabilities to enhance our ability to create shareholder value. These new hires include Chief Information Officer Gary Nordlund, as well as, executive officers Barry Fischetto as Senior Vice President of Operations and Scott Bixby as Senior Vice President and General Manager of DSD. Each of these individuals brings a track record at both large consumer packaged goods operations as well as experience in dealing with smaller and more entrepreneurial companies. In addition, in fiscal 2015 we continued to emphasize greater alignment of employee individual goals with Company goals under our compensation plans in order to focus the entire organization on the effort to create value for our shareholders.
|
•
|
Drive high growth product categories and address broader customer needs
: In fiscal 2015, we continued to expand our product portfolio by investing resources in what we believe to be key growth categories. We launched our Metropolitan™ single cup coffee, expanded our seasonal coffee and specialty beverage portfolio, developed new shelf-stable coffee products, and introduced new hot tea product lines. In July 2015 we were recognized at the North American Iced Tea Championship with first place awards for the best unflavored black iced tea and the best flavored black iced tea (raspberry) in the foodservice category, further bolstering our efforts to provide a useful array of high-quality products and enhance our reputation within the industry. In addition, we made marked progress in expanding our Direct Trade Verified Sustainable coffee portfolio to support future growth opportunities. We also developed an in-room, single-serve brewer program for our hospitality customers and, through the RLC Acquisition, we expanded our reach into in-room coffee distribution.
|
•
|
Sustainability leadership:
We believe that our collective efforts in measuring our social and environmental impact, creating programs for waste, water and energy reduction, promoting partnerships in our supply chain that aim at supply chain 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. During fiscal 2015, we submitted our first third-party verified Carbon Disclosure Project survey for Scope 1, 2 and 3 emissions (direct emissions, indirect emissions from consumption of purchased electricity, heat or steam and other indirect emissions). Further, we published a sustainability report based on the Global Reporting Initiative’s core compliance standard. Our Portland roasting and distribution facility was one of the first in the Northwest to achieve LEED
®
Silver Certification. We anticipate the new facility in Northlake, Texas will also be LEED
®
certified.
|
•
|
Coffee industry leadership:
Through our dedication to the craft of sourcing, blending and roasting coffee, and our participation and/or leadership positions with Alliance for Coffee Excellence, Coffee Quality Institute, Coalition for
|
•
|
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.
|
Item 1A.
|
Risk Factors
|
•
|
incur additional indebtedness;
|
•
|
create, incur, assume or permit any lien on property that is owned or acquired in the future;
|
•
|
pay dividends if, among other things, certain Excess Availability requirements are not met, and an event of default exists or has occurred and is continuing as of the date of any such payment and after giving effect thereto; 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, 2015
|
|
Year Ended June 30, 2014
|
|
||||||||||||||||||||
|
|
High
|
|
Low
|
|
Dividend
|
|
High
|
|
Low
|
|
Dividend
|
|
||||||||||||
1st Quarter
|
|
$
|
29.10
|
|
|
$
|
20.29
|
|
|
$
|
—
|
|
|
$
|
16.44
|
|
|
$
|
13.07
|
|
|
$
|
—
|
|
|
2nd Quarter
|
|
$
|
31.86
|
|
|
$
|
26.01
|
|
|
$
|
—
|
|
|
$
|
24.33
|
|
|
$
|
14.73
|
|
|
$
|
—
|
|
|
3rd Quarter
|
|
$
|
32.50
|
|
|
$
|
22.72
|
|
|
$
|
—
|
|
|
$
|
24.28
|
|
|
$
|
19.45
|
|
|
$
|
—
|
|
|
4th Quarter
|
|
$
|
25.96
|
|
|
$
|
23.39
|
|
|
$
|
—
|
|
|
$
|
21.92
|
|
|
$
|
18.05
|
|
|
$
|
—
|
|
|
|
|
2010
|
|
|
2011
|
|
|
2012
|
|
|
2013
|
|
|
2014
|
|
|
2015
|
|
||||||
Farmer Bros. Co.
|
|
$
|
100.00
|
|
|
$
|
68.50
|
|
|
$
|
53.78
|
|
|
$
|
94.99
|
|
|
$
|
145.99
|
|
|
$
|
158.76
|
|
Russell 2000 Index
|
|
$
|
100.00
|
|
|
$
|
137.41
|
|
|
$
|
134.55
|
|
|
$
|
167.12
|
|
|
$
|
206.63
|
|
|
$
|
220.69
|
|
Value Line Food Processing Index
|
|
$
|
100.00
|
|
|
$
|
129.52
|
|
|
$
|
140.73
|
|
|
$
|
168.82
|
|
|
$
|
206.60
|
|
|
$
|
220.89
|
|
Peer Group Index
|
|
$
|
100.00
|
|
|
$
|
140.22
|
|
|
$
|
167.29
|
|
|
$
|
202.21
|
|
|
$
|
225.56
|
|
|
$
|
246.30
|
|
Item 6.
|
Selected Financial Data
|
|
Year Ended June 30,
|
||||||||||||||||||
(In thousands, except per share data)
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
Consolidated Statement of Operations Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
$
|
545,882
|
|
|
$
|
528,380
|
|
|
$
|
513,869
|
|
|
$
|
498,701
|
|
|
$
|
464,346
|
|
Cost of goods sold
|
$
|
348,846
|
|
|
$
|
332,466
|
|
|
$
|
328,693
|
|
|
$
|
332,309
|
|
|
$
|
316,109
|
|
Restructuring and other transition expenses(1)
|
$
|
10,432
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Income (loss) from operations
|
$
|
3,284
|
|
|
$
|
8,916
|
|
|
$
|
372
|
|
|
$
|
(21,846
|
)
|
|
$
|
(70,725
|
)
|
Income (loss) from operations per common share—diluted
|
$
|
0.20
|
|
|
$
|
0.56
|
|
|
$
|
0.02
|
|
|
$
|
(1.41
|
)
|
|
$
|
(4.69
|
)
|
Net income (loss)(2)
|
$
|
652
|
|
|
$
|
12,132
|
|
|
$
|
(8,462
|
)
|
|
$
|
(26,576
|
)
|
|
$
|
(52,033
|
)
|
Net income (loss) per common share—basic
|
$
|
0.04
|
|
|
$
|
0.76
|
|
|
$
|
(0.54
|
)
|
|
$
|
(1.72
|
)
|
|
$
|
(3.45
|
)
|
Net income (loss) per common share—diluted
|
$
|
0.04
|
|
|
$
|
0.76
|
|
|
$
|
(0.54
|
)
|
|
$
|
(1.72
|
)
|
|
$
|
(3.45
|
)
|
Cash dividends declared per common share
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.18
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
June 30,
|
||||||||||||||||||
(In thousands)
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
Consolidated Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
$
|
240,943
|
|
|
$
|
266,177
|
|
|
$
|
244,136
|
|
|
$
|
257,916
|
|
|
$
|
292,050
|
|
Capital lease obligations(3)
|
$
|
5,848
|
|
|
$
|
9,703
|
|
|
$
|
12,168
|
|
|
$
|
15,867
|
|
|
$
|
8,636
|
|
Long-term borrowings under revolving credit facility
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
10,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Earn-out payable-RLC acquisition(4)
|
$
|
200
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Long-term derivative liabilities
|
$
|
25
|
|
|
$
|
—
|
|
|
$
|
1,129
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Total liabilities(5)
|
$
|
150,932
|
|
|
$
|
151,313
|
|
|
$
|
162,298
|
|
|
$
|
174,364
|
|
|
$
|
158,635
|
|
Item 7.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
(In thousands)
|
Balances,
July 1, 2014
|
|
Additions
|
|
Payments
|
|
Non-Cash Settled
|
|
Adjustments
|
|
Balances,
June 30, 2015
|
||||||||||||
Employee-related costs(1)
|
$
|
—
|
|
|
$
|
6,513
|
|
|
$
|
357
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6,156
|
|
Facility-related costs(2)
|
—
|
|
|
625
|
|
|
373
|
|
|
252
|
|
|
—
|
|
|
—
|
|
||||||
Other(3)
|
—
|
|
|
3,294
|
|
|
3,094
|
|
|
—
|
|
|
—
|
|
|
200
|
|
||||||
Total
|
$
|
—
|
|
|
$
|
10,432
|
|
|
$
|
3,824
|
|
|
$
|
252
|
|
|
$
|
—
|
|
|
$
|
6,356
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current portion
|
—
|
|
|
|
|
|
|
|
|
|
|
6,356
|
|
||||||||||
Non-current portion
|
—
|
|
|
|
|
|
|
|
|
|
|
—
|
|
||||||||||
Total
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
$
|
6,356
|
|
Fair Values of Assets Acquired
|
|
Estimated Useful Life (years)
|
|||
(In thousands)
|
|
|
|
||
Property, plant and equipment
|
$
|
338
|
|
|
|
Intangible assets:
|
|
|
|
||
Non-compete agreement
|
20
|
|
|
3.0
|
|
Customer relationships
|
870
|
|
|
4.5
|
|
Goodwill
|
272
|
|
|
|
|
Total assets acquired
|
$
|
1,500
|
|
|
|
|
|
June 30,
|
||||||
(In thousands)
|
|
2015
|
|
2014
|
||||
Current assets(1)
|
|
$
|
135,685
|
|
|
$
|
157,460
|
|
Current liabilities(2)
|
|
64,874
|
|
|
76,870
|
|
||
Working capital
|
|
$
|
70,811
|
|
|
$
|
80,590
|
|
|
|
|
|
June 30,
|
|
|
||||||
(In thousands)
|
|
2015
|
|
2014
|
|
2013
|
||||||
Capital expenditures
|
|
$
|
19,216
|
|
|
$
|
25,267
|
|
|
$
|
15,894
|
|
(In millions)
|
|
Year Ended June 30,
2015 vs. 2014
|
||
Effect of change in unit sales
|
|
$
|
(2.0
|
)
|
Effect of pricing and product mix changes
|
|
19.5
|
|
|
Total increase in net sales
|
|
$
|
17.5
|
|
|
|
Year Ended June 30,
|
||||||||||||
|
|
2015
|
|
2014
|
||||||||||
(In thousands)
|
|
$
|
|
% of total
|
|
$
|
|
% of total
|
||||||
Net Sales by Product Category:
|
|
|
|
|
|
|
|
|
||||||
Coffee (Roast & Ground)
|
|
$
|
336,129
|
|
|
61
|
%
|
|
$
|
319,251
|
|
|
60
|
%
|
Coffee (Frozen)
|
|
37,428
|
|
|
7
|
%
|
|
37,840
|
|
|
7
|
%
|
||
Tea (Iced & Hot)
|
|
27,172
|
|
|
5
|
%
|
|
28,452
|
|
|
5
|
%
|
||
Culinary
|
|
54,208
|
|
|
10
|
%
|
|
56,567
|
|
|
11
|
%
|
||
Spice
|
|
32,336
|
|
|
6
|
%
|
|
31,876
|
|
|
6
|
%
|
||
Other beverages(1)
|
|
54,933
|
|
|
10
|
%
|
|
50,572
|
|
|
10
|
%
|
||
Net sales by product category
|
|
542,206
|
|
|
99
|
%
|
|
524,558
|
|
|
99
|
%
|
||
Fuel surcharge
|
|
3,676
|
|
|
1
|
%
|
|
3,822
|
|
|
1
|
%
|
||
Net sales
|
|
$
|
545,882
|
|
|
100
|
%
|
|
$
|
528,380
|
|
|
100
|
%
|
(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
|
%
|
•
|
restructuring and other transition expenses, net of tax; and
|
•
|
net gains and losses from sales of assets, net of tax.
|
•
|
income taxes;
|
•
|
interest expense;
|
•
|
depreciation and amortization expense;
|
•
|
ESOP and share-based compensation expense;
|
•
|
non-cash impairment losses;
|
•
|
non-cash pension withdrawal expense;
|
•
|
other similar non-cash expenses;
|
•
|
restructuring and other transition expenses; and
|
•
|
net gains and losses from sales of assets.
|
|
|
Year Ended June 30,
|
||||||||||
(In thousands)
|
|
2015
|
|
2014
|
|
2013
|
||||||
Net income (loss), as reported(1)
|
|
$
|
652
|
|
|
$
|
12,132
|
|
|
$
|
(8,462
|
)
|
Restructuring and other transition expenses, net of tax of zero
|
|
10,432
|
|
|
—
|
|
|
—
|
|
|||
Net losses (gains) from sales of assets, net of tax of zero
|
|
394
|
|
|
(3,814
|
)
|
|
(4,467
|
)
|
|||
Non-GAAP net income (loss)
|
|
$
|
11,478
|
|
|
$
|
8,318
|
|
|
$
|
(12,929
|
)
|
|
|
|
|
|
|
|
||||||
Net income (loss) per common share—diluted, as reported
|
|
$
|
0.04
|
|
|
$
|
0.76
|
|
|
$
|
(0.54
|
)
|
Impact of restructuring and other transition expenses, net of tax of zero
|
|
$
|
0.64
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Impact of net losses (gains) from sales of assets, net of tax of zero
|
|
$
|
0.03
|
|
|
$
|
(0.24
|
)
|
|
$
|
(0.29
|
)
|
Non-GAAP net income (loss) per diluted common share
|
|
$
|
0.71
|
|
|
$
|
0.52
|
|
|
$
|
(0.83
|
)
|
|
|
Year Ended June 30,
|
||||||||||
(In thousands)
|
|
2015
|
|
2014
|
|
2013
|
||||||
Net income (loss), as reported(1)
|
|
$
|
652
|
|
|
$
|
12,132
|
|
|
$
|
(8,462
|
)
|
Income tax expense (benefit)
|
|
402
|
|
|
705
|
|
|
(825
|
)
|
|||
Interest expense
|
|
769
|
|
|
1,258
|
|
|
1,782
|
|
|||
Depreciation and amortization expense
|
|
24,179
|
|
|
27,334
|
|
|
32,542
|
|
|||
ESOP and share-based compensation expense
|
|
5,691
|
|
|
4,692
|
|
|
3,563
|
|
|||
Restructuring and other transition expenses
|
|
10,432
|
|
|
—
|
|
|
—
|
|
|||
Net losses (gains) from sales of assets
|
|
394
|
|
|
(3,814
|
)
|
|
(4,467
|
)
|
|||
Impairment losses on goodwill and intangible assets
|
|
—
|
|
|
—
|
|
|
92
|
|
|||
Adjusted EBITDA
|
|
$
|
42,519
|
|
|
$
|
42,307
|
|
|
$
|
24,225
|
|
Adjusted EBITDA Margin
|
|
7.8
|
%
|
|
8.0
|
%
|
|
4.7
|
%
|
|
|
Payment due by period(1)
|
||||||||||||||||||
(In thousands)
|
|
Total
|
|
Less Than
One Year
|
|
1-3
Years
|
|
3-5
Years
|
|
More Than
5 Years
|
||||||||||
Contractual obligations:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating lease obligations
|
|
$
|
10,658
|
|
|
$
|
3,991
|
|
|
$
|
4,532
|
|
|
$
|
2,104
|
|
|
$
|
31
|
|
Capital lease obligations(2)
|
|
6,162
|
|
|
3,464
|
|
|
2,499
|
|
|
195
|
|
|
4
|
|
|||||
Pension plan obligations
|
|
87,682
|
|
|
7,590
|
|
|
15,965
|
|
|
17,094
|
|
|
47,033
|
|
|||||
Postretirement benefits other than
pension plans
|
|
15,538
|
|
|
1,076
|
|
|
2,477
|
|
|
3,035
|
|
|
8,950
|
|
|||||
Revolving credit facility
|
|
78
|
|
|
78
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Purchase commitments(3)
|
|
45,324
|
|
|
45,324
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total contractual obligations
|
|
$
|
165,442
|
|
|
$
|
61,523
|
|
|
$
|
25,473
|
|
|
$
|
22,428
|
|
|
$
|
56,018
|
|
Item 7A.
|
Quantitative and Qualitative Disclosures About Market Risk
|
($ in thousands)
|
|
Market Value of
Preferred
Securities at
June 30, 2015
|
|
Change in Market
Value
|
||||
Interest Rate Changes
|
|
|
||||||
–150 basis points
|
|
$
|
24,529
|
|
|
$
|
863
|
|
–100 basis points
|
|
$
|
24,303
|
|
|
$
|
637
|
|
Unchanged
|
|
$
|
23,666
|
|
|
$
|
—
|
|
+100 basis points
|
|
$
|
22,866
|
|
|
$
|
(800
|
)
|
+150 basis points
|
|
$
|
22,461
|
|
|
$
|
(1,205
|
)
|
|
|
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)
|
|
$
|
53
|
|
|
$
|
(53
|
)
|
|
$
|
4,488
|
|
|
$
|
(4,488
|
)
|
Item 8.
|
Financial Statements and Supplementary Data
|
|
June 30, 2015
|
|
June 30, 2014
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
15,160
|
|
|
$
|
11,993
|
|
Restricted cash
|
1,002
|
|
|
—
|
|
||
Short-term investments
|
23,665
|
|
|
22,632
|
|
||
Accounts and notes receivable, net of allowance for doubtful accounts of $643 and $651, respectively
|
40,161
|
|
|
42,230
|
|
||
Inventories
|
50,522
|
|
|
71,044
|
|
||
Income tax receivable
|
535
|
|
|
228
|
|
||
Short-term derivative assets
|
—
|
|
|
5,153
|
|
||
Prepaid expenses
|
4,640
|
|
|
4,180
|
|
||
Total current assets
|
135,685
|
|
|
157,460
|
|
||
Property, plant and equipment, net
|
90,201
|
|
|
95,641
|
|
||
Goodwill and intangible assets, net (Note 10)
|
6,691
|
|
|
5,628
|
|
||
Other assets
|
7,615
|
|
|
7,034
|
|
||
Deferred income taxes
|
751
|
|
|
414
|
|
||
Total assets
|
$
|
240,943
|
|
|
$
|
266,177
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
27,023
|
|
|
$
|
44,336
|
|
|
Accrued payroll expenses
|
23,005
|
|
|
22,190
|
|
||
Short-term borrowings under revolving credit facility
|
78
|
|
|
78
|
|
||
Short-term obligations under capital leases
|
3,249
|
|
|
3,779
|
|
||
Short-term derivative liabilities
|
3,977
|
|
|
—
|
|
||
Deferred income taxes
|
1,390
|
|
|
1,169
|
|
||
Other current liabilities
|
6,152
|
|
|
5,318
|
|
||
Total current liabilities
|
64,874
|
|
|
76,870
|
|
||
Accrued pension liabilities
|
47,871
|
|
|
40,256
|
|
||
Accrued postretirement benefits
|
23,471
|
|
|
19,970
|
|
||
Accrued workers’ compensation liabilities
|
10,964
|
|
|
7,604
|
|
||
Other long-term liabilities-capital leases
|
2,599
|
|
|
5,924
|
|
||
Other long-term liabilities (Note 16)
|
225
|
|
|
—
|
|
||
Deferred income taxes
|
928
|
|
|
689
|
|
||
Total liabilities
|
$
|
150,932
|
|
|
$
|
151,313
|
|
Commitments and contingencies (Note 19)
|
|
|
|
||||
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; 16,658,148 and 16,562,450 issued and outstanding at June 30, 2015 and 2014, respectively
|
16,658
|
|
|
16,562
|
|
||
Additional paid-in capital
|
38,143
|
|
|
35,917
|
|
||
Retained earnings
|
106,864
|
|
|
106,212
|
|
||
Unearned ESOP shares
|
(11,234
|
)
|
|
(16,035
|
)
|
||
Accumulated other comprehensive loss
|
(60,420
|
)
|
|
(27,792
|
)
|
||
Total stockholders’ equity
|
$
|
90,011
|
|
|
$
|
114,864
|
|
Total liabilities and stockholders’ equity
|
$
|
240,943
|
|
|
$
|
266,177
|
|
|
Year Ended June 30,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Net sales
|
$
|
545,882
|
|
|
$
|
528,380
|
|
|
$
|
513,869
|
|
Cost of goods sold
|
348,846
|
|
|
332,466
|
|
|
328,693
|
|
|||
Gross profit
|
197,036
|
|
|
195,914
|
|
|
185,176
|
|
|||
Selling expenses
|
151,753
|
|
|
155,088
|
|
|
157,033
|
|
|||
General and administrative expenses
|
31,173
|
|
|
35,724
|
|
|
32,146
|
|
|||
Restructuring and other transition expenses
|
10,432
|
|
|
—
|
|
|
—
|
|
|||
Net losses (gains) from sales of assets
|
394
|
|
|
(3,814
|
)
|
|
(4,467
|
)
|
|||
Impairment losses on goodwill and intangible assets
|
—
|
|
|
—
|
|
|
92
|
|
|||
Operating expenses
|
193,752
|
|
|
186,998
|
|
|
184,804
|
|
|||
Income from operations
|
3,284
|
|
|
8,916
|
|
|
372
|
|
|||
Other income (expense):
|
|
|
|
|
|
||||||
Dividend income
|
1,172
|
|
|
1,073
|
|
|
1,103
|
|
|||
Interest income
|
381
|
|
|
429
|
|
|
452
|
|
|||
Interest expense
|
(769
|
)
|
|
(1,258
|
)
|
|
(1,782
|
)
|
|||
Other, net
|
(3,014
|
)
|
|
3,677
|
|
|
(9,432
|
)
|
|||
Total other (expense) income
|
(2,230
|
)
|
|
3,921
|
|
|
(9,659
|
)
|
|||
Income (loss) before taxes
|
1,054
|
|
|
12,837
|
|
|
(9,287
|
)
|
|||
Income tax expense (benefit)
|
402
|
|
|
705
|
|
|
(825
|
)
|
|||
Net income (loss)
|
$
|
652
|
|
|
$
|
12,132
|
|
|
$
|
(8,462
|
)
|
Net income (loss) per common share—basic
|
$
|
0.04
|
|
|
$
|
0.76
|
|
|
$
|
(0.54
|
)
|
Net income (loss) per common share—diluted
|
$
|
0.04
|
|
|
$
|
0.76
|
|
|
$
|
(0.54
|
)
|
Weighted average common shares outstanding—basic
|
16,127,610
|
|
|
15,909,631
|
|
|
15,604,452
|
|
|||
Weighted average common shares outstanding—diluted
|
16,267,134
|
|
|
16,014,587
|
|
|
15,604,452
|
|
|
Year Ended June 30,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Net income (loss)
|
$
|
652
|
|
|
$
|
12,132
|
|
|
$
|
(8,462
|
)
|
Other comprehensive (loss) income, net of tax:
|
|
|
|
|
|
||||||
Unrealized (losses) gains on derivative instruments designated as cash flow hedges
|
(14,295
|
)
|
|
18,685
|
|
|
(7,866
|
)
|
|||
(Gains) losses on derivative instruments designated as cash flow hedges reclassified to cost of goods sold
|
(4,211
|
)
|
|
(1,161
|
)
|
|
(55
|
)
|
|||
Change in the funded status of retiree benefit obligations
|
(14,122
|
)
|
|
(2,802
|
)
|
|
10,969
|
|
|||
Income tax expense
|
—
|
|
|
—
|
|
|
(1,066
|
)
|
|||
Total comprehensive (loss) income, net of tax
|
$
|
(31,976
|
)
|
|
$
|
26,854
|
|
|
$
|
(6,480
|
)
|
|
Year Ended June 30,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
652
|
|
|
$
|
12,132
|
|
|
$
|
(8,462
|
)
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
24,179
|
|
|
27,334
|
|
|
32,542
|
|
|||
(Recovery of) provision for doubtful accounts
|
(8
|
)
|
|
80
|
|
|
(757
|
)
|
|||
Restructuring and other transition expenses, net of payments
|
6,608
|
|
|
—
|
|
|
—
|
|
|||
Deferred income taxes
|
123
|
|
|
137
|
|
|
74
|
|
|||
Impairment losses on goodwill and intangible assets
|
—
|
|
|
—
|
|
|
92
|
|
|||
Net losses (gains) from sales of assets
|
394
|
|
|
(3,814
|
)
|
|
(4,467
|
)
|
|||
ESOP and share-based compensation expense
|
5,691
|
|
|
4,692
|
|
|
3,563
|
|
|||
Net (gains) losses on derivative instruments and investments
|
(950
|
)
|
|
(4,276
|
)
|
|
11,132
|
|
|||
Change in operating assets and liabilities:
|
|
|
|
|
|
||||||
Restricted cash
|
(1,002
|
)
|
|
8,084
|
|
|
(6,472
|
)
|
|||
Purchases of trading securities held for investment
|
(3,661
|
)
|
|
(5,915
|
)
|
|
(9,049
|
)
|
|||
Proceeds from sales of trading securities held for investment
|
2,358
|
|
|
4,290
|
|
|
7,633
|
|
|||
Accounts and notes receivable
|
2,078
|
|
|
2,248
|
|
|
(2,429
|
)
|
|||
Inventories
|
20,470
|
|
|
(14,439
|
)
|
|
5,115
|
|
|||
Income tax receivable
|
(307
|
)
|
|
181
|
|
|
353
|
|
|||
Derivative (liabilities) assets, net
|
(7,269
|
)
|
|
3,932
|
|
|
—
|
|
|||
Prepaid expenses and other assets
|
(1,332
|
)
|
|
(661
|
)
|
|
(156
|
)
|
|||
Accounts payable
|
(16,841
|
)
|
|
17,526
|
|
|
1,773
|
|
|||
Accrued payroll expenses and other current liabilities
|
(4,606
|
)
|
|
2,574
|
|
|
(8,785
|
)
|
|||
Accrued postretirement benefits
|
(1,507
|
)
|
|
(1,905
|
)
|
|
(6,451
|
)
|
|||
Other long-term liabilities
|
1,860
|
|
|
695
|
|
|
6,678
|
|
|||
Net cash provided by operating activities
|
$
|
26,930
|
|
|
$
|
52,895
|
|
|
$
|
21,927
|
|
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Payment to acquire business
|
(1,200
|
)
|
|
—
|
|
|
—
|
|
|||
Purchases of property, plant and equipment
|
(19,216
|
)
|
|
(25,267
|
)
|
|
(15,894
|
)
|
|||
Proceeds from sales of property, plant and equipment
|
273
|
|
|
4,536
|
|
|
5,666
|
|
|||
Net cash used in investing activities
|
$
|
(20,143
|
)
|
|
$
|
(20,731
|
)
|
|
$
|
(10,228
|
)
|
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Proceeds from revolving credit facility
|
63,376
|
|
|
44,806
|
|
|
43,990
|
|
|||
Repayments on revolving credit facility
|
(63,947
|
)
|
|
(65,454
|
)
|
|
(54,761
|
)
|
|||
Payments of capital lease obligations
|
(3,910
|
)
|
|
(3,681
|
)
|
|
(3,359
|
)
|
|||
Payment of financing costs
|
(571
|
)
|
|
—
|
|
|
—
|
|
|||
Proceeds from stock option exercises
|
1,548
|
|
|
1,480
|
|
|
1,203
|
|
|||
Tax withholding payment related to net share settlement of equity awards
|
(116
|
)
|
|
—
|
|
|
—
|
|
|||
Net cash used in financing activities
|
$
|
(3,620
|
)
|
|
$
|
(22,849
|
)
|
|
$
|
(12,927
|
)
|
Net increase (decrease) in cash and cash equivalents
|
$
|
3,167
|
|
|
$
|
9,315
|
|
|
$
|
(1,228
|
)
|
Cash and cash equivalents at beginning of year
|
11,993
|
|
|
2,678
|
|
|
3,906
|
|
|||
Cash and cash equivalents at end of year
|
$
|
15,160
|
|
|
$
|
11,993
|
|
|
$
|
2,678
|
|
|
Year Ended June 30,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Supplemental disclosure of cash flow information:
|
|
|
|
|
|
||||||
Cash paid for interest
|
$
|
769
|
|
|
$
|
1,258
|
|
|
$
|
1,783
|
|
Cash paid for income taxes
|
$
|
858
|
|
|
$
|
361
|
|
|
$
|
370
|
|
Supplemental disclosure of non-cash investing activities:
|
|
|
|
|
|
||||||
Equipment acquired under capital leases
|
$
|
55
|
|
|
$
|
1,217
|
|
|
$
|
626
|
|
Net change in derivative assets and liabilities
included in other comprehensive income
|
$
|
(18,506
|
)
|
|
$
|
17,524
|
|
|
$
|
(7,921
|
)
|
Non-cash additions to equipment
|
$
|
51
|
|
|
$
|
142
|
|
|
$
|
—
|
|
|
Common
Shares
|
|
Stock
Amount
|
|
Additional
Paid-in
Capital
|
|
Retained
Earnings
|
|
Unearned
ESOP
Shares
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Total
|
|||||||||||||
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
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
652
|
|
|
—
|
|
|
—
|
|
|
652
|
|
||||||
Unrealized losses on derivative instruments designated as cash flow hedges, net of reclassifications to cost of goods sold
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(18,506
|
)
|
|
(18,506
|
)
|
||||||
Change in the funded status of retiree benefit obligations, net of tax of $0
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(14,122
|
)
|
|
(14,122
|
)
|
||||||
ESOP compensation expense, including reclassifications
|
—
|
|
|
—
|
|
|
(377
|
)
|
|
—
|
|
|
4,801
|
|
|
—
|
|
|
4,424
|
|
||||||
Share-based compensation
|
4,272
|
|
|
4
|
|
|
1,263
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,267
|
|
||||||
Stock option exercises
|
95,723
|
|
|
96
|
|
|
1,452
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,548
|
|
||||||
Shares withheld to cover taxes
|
(4,297
|
)
|
|
(4
|
)
|
|
(112
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(116
|
)
|
||||||
Balance at June 30, 2015
|
16,658,148
|
|
|
$
|
16,658
|
|
|
$
|
38,143
|
|
|
$
|
106,864
|
|
|
$
|
(11,234
|
)
|
|
$
|
(60,420
|
)
|
|
$
|
90,011
|
|
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
|
Fair Values of Assets Acquired
|
|
Estimated Useful Life (years)
|
|||
(In thousands)
|
|
|
|
||
Property, plant and equipment
|
$
|
338
|
|
|
|
Intangible assets:
|
|
|
|
||
Non-compete agreement
|
20
|
|
|
3.0
|
|
Customer relationships
|
870
|
|
|
4.5
|
|
Goodwill
|
272
|
|
|
|
|
Total assets acquired
|
$
|
1,500
|
|
|
|
(In thousands)
|
Balances,
July 1, 2014
|
|
Additions
|
|
Payments
|
|
Non-Cash Settled
|
|
Adjustments
|
|
Balances,
June 30, 2015
|
||||||||||||
Employee-related costs(1)
|
$
|
—
|
|
|
$
|
6,513
|
|
|
$
|
357
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6,156
|
|
Facility-related costs(2)
|
—
|
|
|
625
|
|
|
373
|
|
|
252
|
|
|
—
|
|
|
$
|
—
|
|
|||||
Other(3)
|
—
|
|
|
3,294
|
|
|
3,094
|
|
|
—
|
|
|
—
|
|
|
$
|
200
|
|
|||||
Total(2)
|
$
|
—
|
|
|
$
|
10,432
|
|
|
$
|
3,824
|
|
|
$
|
252
|
|
|
$
|
—
|
|
|
$
|
6,356
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current portion
|
—
|
|
|
|
|
|
|
|
|
|
|
6,356
|
|
||||||||||
Non-current portion
|
—
|
|
|
|
|
|
|
|
|
|
|
—
|
|
||||||||||
Total
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
$
|
6,356
|
|
|
|
June 30,
|
||||
(In thousands)
|
|
2015
|
|
2014
|
||
Derivative instruments designated as cash flow hedges:
|
|
|
|
|
||
Long coffee pounds
|
|
32,288
|
|
|
19,387
|
|
Derivative instruments not designated as cash flow hedges:
|
|
|
|
|
||
Long coffee pounds
|
|
1,954
|
|
|
374
|
|
Total
|
|
34,242
|
|
|
19,761
|
|
|
|
Derivative Instruments Designated as
Cash Flow Hedges
|
|
Derivative Instruments Not Designated as Accounting Hedges
|
||||||||||||
|
|
June 30,
|
|
June 30,
|
||||||||||||
(In thousands)
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Financial Statement Location:
|
|
|
|
|
|
|
|
|
||||||||
Short-term derivative assets:
|
|
|
|
|
|
|
|
|
||||||||
Coffee-related derivative instruments
|
|
$
|
128
|
|
|
$
|
5,474
|
|
|
$
|
25
|
|
|
$
|
—
|
|
Long-term derivative assets(1):
|
|
|
|
|
|
|
|
|
||||||||
Coffee-related derivative instruments
|
|
$
|
136
|
|
|
$
|
862
|
|
|
$
|
2
|
|
|
$
|
—
|
|
Short-term derivative liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Coffee-related derivative instruments
|
|
$
|
4,128
|
|
|
$
|
252
|
|
|
$
|
2
|
|
|
$
|
69
|
|
Long-term derivative liabilities(2):
|
|
|
|
|
|
|
|
|
||||||||
Coffee-related derivative instruments
|
|
$
|
163
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
Year Ended June 30,
|
|
Financial Statement Classification
|
||||||||||
(In thousands)
|
|
2015
|
|
2014
|
|
2013
|
|
|||||||
Net (losses) gains recognized in accumulated other comprehensive income (loss) (effective portion)
|
|
$
|
(14,295
|
)
|
|
$
|
17,524
|
|
|
$
|
(7,921
|
)
|
|
AOCI
|
Net gains recognized in earnings (effective portion)
|
|
$
|
4,211
|
|
|
$
|
1,161
|
|
|
$
|
55
|
|
|
Costs of goods sold
|
Net losses recognized in earnings (ineffective portion)
|
|
$
|
(325
|
)
|
|
$
|
(259
|
)
|
|
$
|
(447
|
)
|
|
Other, net
|
|
|
Year Ended June 30,
|
||||||||||
(In thousands)
|
|
2015
|
|
2014
|
|
2013
|
||||||
Net (losses) gains on coffee-related derivative instruments
|
|
$
|
(2,992
|
)
|
|
$
|
2,655
|
|
|
$
|
(11,337
|
)
|
Net (losses) gains on investments
|
|
(270
|
)
|
|
464
|
|
|
230
|
|
|||
Net losses on interest rate swap
|
|
—
|
|
|
(5
|
)
|
|
(25
|
)
|
|||
Net (losses) gains on derivative instruments and investments(1)
|
|
(3,262
|
)
|
|
3,114
|
|
|
(11,132
|
)
|
|||
Other gains, net
|
|
248
|
|
|
563
|
|
|
1,700
|
|
|||
Other, net
|
|
$
|
(3,014
|
)
|
|
$
|
3,677
|
|
|
$
|
(9,432
|
)
|
|
|
Year Ended June 30,
|
||||||||||
(In thousands)
|
|
2015
|
|
2014
|
|
2013
|
||||||
Total (losses) gains recognized from trading securities held for investment
|
|
$
|
(270
|
)
|
|
$
|
464
|
|
|
$
|
230
|
|
Less: Realized gains from sales of trading securities held for investment
|
|
89
|
|
|
116
|
|
|
499
|
|
|||
Unrealized (losses) gains from trading securities held for investment
|
|
$
|
(359
|
)
|
|
$
|
348
|
|
|
$
|
(269
|
)
|
•
|
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, 2015
|
|
|
|
|
|
|
|
|
||||||||
Preferred stock(1)
|
|
$
|
23,665
|
|
|
$
|
19,132
|
|
|
$
|
4,533
|
|
|
$
|
—
|
|
Derivative instruments designated as cash flow hedges:
|
|
|
|
|
|
|
|
|
||||||||
Coffee-related derivative assets
|
|
$
|
264
|
|
|
$
|
264
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Coffee-related derivative liabilities
|
|
$
|
4,290
|
|
|
$
|
4,290
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
||||||||
Derivative instruments not designated as accounting hedges:
|
|
|
|
|
|
|
|
|
||||||||
Coffee-related derivative assets
|
|
$
|
27
|
|
|
$
|
27
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Coffee-related derivative liabilities
|
|
$
|
2
|
|
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
||||||||
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,
|
||||||
(In thousands)
|
|
2015
|
|
2014
|
||||
Trade receivables
|
|
$
|
38,783
|
|
|
$
|
41,118
|
|
Other receivables
|
|
2,021
|
|
|
1,763
|
|
||
Allowance for doubtful accounts
|
|
(643
|
)
|
|
(651
|
)
|
||
Accounts and notes receivable, net
|
|
$
|
40,161
|
|
|
$
|
42,230
|
|
|
|
June 30,
|
||||||
(In thousands)
|
|
2015
|
|
2014
|
||||
Coffee
|
|
|
|
|
||||
Processed
|
|
$
|
13,837
|
|
|
$
|
17,551
|
|
Unprocessed
|
|
11,968
|
|
|
21,164
|
|
||
Total
|
|
$
|
25,805
|
|
|
$
|
38,715
|
|
Tea and culinary products
|
|
|
|
|
||||
Processed
|
|
$
|
17,022
|
|
|
$
|
22,381
|
|
Unprocessed
|
|
2,764
|
|
|
4,598
|
|
||
Total
|
|
$
|
19,786
|
|
|
$
|
26,979
|
|
Coffee brewing equipment parts
|
|
$
|
4,931
|
|
|
$
|
5,350
|
|
Total inventories
|
|
$
|
50,522
|
|
|
$
|
71,044
|
|
|
|
June 30,
|
||||||
(In thousands)
|
|
2015
|
|
2014
|
||||
Coffee
|
|
$
|
25,541
|
|
|
$
|
23,223
|
|
Tea and culinary products
|
|
8,200
|
|
|
8,235
|
|
||
Total
|
|
$
|
33,741
|
|
|
$
|
31,458
|
|
|
|
June 30,
|
||||||
(In thousands)
|
|
2015
|
|
2014
|
||||
Buildings and facilities
|
|
$
|
79,040
|
|
|
$
|
77,926
|
|
Machinery and equipment
|
|
172,432
|
|
|
162,030
|
|
||
Equipment under capital leases
|
|
18,562
|
|
|
19,458
|
|
||
Capitalized software
|
|
19,703
|
|
|
18,878
|
|
||
Office furniture and equipment
|
|
15,005
|
|
|
15,049
|
|
||
|
|
$
|
304,742
|
|
|
$
|
293,341
|
|
Accumulated depreciation
|
|
(223,660
|
)
|
|
(206,819
|
)
|
||
Land
|
|
9,119
|
|
|
9,119
|
|
||
Property, plant and equipment, net(1)
|
|
$
|
90,201
|
|
|
$
|
95,641
|
|
|
|
June 30, 2015
|
|
June 30, 2014
|
||||||||||||
(In thousands)
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
||||||||
Amortized intangible assets:
|
|
|
|
|
|
|
|
|
||||||||
Customer relationships
|
|
$
|
10,953
|
|
|
$
|
(10,179
|
)
|
|
$
|
10,083
|
|
|
$
|
(10,083
|
)
|
Covenant not to compete
|
|
20
|
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
||||
Total amortized intangible assets
|
|
$
|
10,973
|
|
|
$
|
(10,182
|
)
|
|
$
|
10,083
|
|
|
$
|
(10,083
|
)
|
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
|
|
$
|
16,601
|
|
|
$
|
(10,182
|
)
|
|
$
|
15,711
|
|
|
$
|
(10,083
|
)
|
Customer relationships (years)
|
|
3.0
|
||||||
Covenant not to compete (years)
|
|
4.5
|
|
|
Farmer Bros. Plan
June 30,
|
|
Brewmatic Plan
June 30,
|
|
Hourly Employees’ Plan
June 30,
|
||||||||||||||||||
($ in thousands)
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||||||
Change in projected benefit obligation
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Benefit obligation at the beginning of the year
|
|
$
|
133,136
|
|
|
$
|
126,205
|
|
|
$
|
3,991
|
|
|
$
|
3,946
|
|
|
$
|
2,619
|
|
|
$
|
2,056
|
|
Service cost
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
386
|
|
|
401
|
|
||||||
Interest cost
|
|
5,393
|
|
|
5,545
|
|
|
160
|
|
|
171
|
|
|
108
|
|
|
92
|
|
||||||
Actuarial loss
|
|
4,596
|
|
|
7,069
|
|
|
188
|
|
|
153
|
|
|
56
|
|
|
81
|
|
||||||
Benefits paid
|
|
(6,163
|
)
|
|
(5,683
|
)
|
|
(275
|
)
|
|
(279
|
)
|
|
(24
|
)
|
|
(11
|
)
|
||||||
Projected benefit obligation at the end of the year
|
|
$
|
136,962
|
|
|
$
|
133,136
|
|
|
$
|
4,064
|
|
|
$
|
3,991
|
|
|
$
|
3,145
|
|
|
$
|
2,619
|
|
Change in plan assets
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Fair value of plan assets at the beginning of the year
|
|
$
|
98,426
|
|
|
$
|
88,097
|
|
|
$
|
3,435
|
|
|
$
|
3,063
|
|
|
$
|
1,629
|
|
|
$
|
1,248
|
|
Actual return on plan assets
|
|
1,731
|
|
|
15,046
|
|
|
66
|
|
|
521
|
|
|
10
|
|
|
207
|
|
||||||
Employer contributions
|
|
821
|
|
|
966
|
|
|
65
|
|
|
130
|
|
|
489
|
|
|
185
|
|
||||||
Benefits paid
|
|
(6,163
|
)
|
|
(5,683
|
)
|
|
(275
|
)
|
|
(279
|
)
|
|
(24
|
)
|
|
(11
|
)
|
||||||
Fair value of plan assets at the end of the year
|
|
$
|
94,815
|
|
|
$
|
98,426
|
|
|
$
|
3,291
|
|
|
$
|
3,435
|
|
|
$
|
2,104
|
|
|
$
|
1,629
|
|
Funded status at end of year (underfunded) overfunded
|
|
$
|
(42,147
|
)
|
|
$
|
(34,710
|
)
|
|
$
|
(773
|
)
|
|
$
|
(556
|
)
|
|
$
|
(1,041
|
)
|
|
$
|
(990
|
)
|
Amounts recognized in consolidated balance sheets
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Non-current liabilities
|
|
(42,147
|
)
|
|
(34,710
|
)
|
|
(773
|
)
|
|
(556
|
)
|
|
(1,041
|
)
|
|
(990
|
)
|
||||||
Total
|
|
$
|
(42,147
|
)
|
|
$
|
(34,710
|
)
|
|
$
|
(773
|
)
|
|
$
|
(556
|
)
|
|
$
|
(1,041
|
)
|
|
$
|
(990
|
)
|
Amounts recognized in consolidated statements of operations
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net loss
|
|
$
|
50,743
|
|
|
$
|
42,093
|
|
|
$
|
1,965
|
|
|
$
|
1,665
|
|
|
$
|
237
|
|
|
$
|
73
|
|
Total accumulated OCI (not adjusted for applicable tax)
|
|
$
|
50,743
|
|
|
$
|
42,093
|
|
|
$
|
1,965
|
|
|
$
|
1,665
|
|
|
$
|
237
|
|
|
$
|
73
|
|
Weighted average assumptions used to determine benefit obligations
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Discount rate
|
|
4.40
|
%
|
|
4.15
|
%
|
|
4.40
|
%
|
|
4.15
|
%
|
|
4.40
|
%
|
|
4.15
|
%
|
||||||
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)
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||||||
Components of net periodic benefit cost
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Service cost
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
386
|
|
|
$
|
401
|
|
Interest cost
|
|
5,393
|
|
|
5,545
|
|
|
160
|
|
|
171
|
|
|
108
|
|
|
92
|
|
||||||
Expected return on plan assets
|
|
(6,938
|
)
|
|
(6,508
|
)
|
|
(234
|
)
|
|
(221
|
)
|
|
(119
|
)
|
|
(90
|
)
|
||||||
Amortization of net loss
|
|
1,153
|
|
|
1,279
|
|
|
57
|
|
|
65
|
|
|
—
|
|
|
—
|
|
||||||
Net periodic benefit (credit) cost
|
|
$
|
(392
|
)
|
|
$
|
316
|
|
|
$
|
(17
|
)
|
|
$
|
15
|
|
|
$
|
375
|
|
|
$
|
403
|
|
Other changes recognized in OCI
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net loss (gain)
|
|
$
|
9,803
|
|
|
$
|
(1,469
|
)
|
|
$
|
356
|
|
|
$
|
(147
|
)
|
|
$
|
165
|
|
|
$
|
(35
|
)
|
Amortization of net (loss) gain
|
|
(1,153
|
)
|
|
(1,279
|
)
|
|
(57
|
)
|
|
(65
|
)
|
|
—
|
|
|
—
|
|
||||||
Total recognized in OCI
|
|
$
|
8,650
|
|
|
$
|
(2,748
|
)
|
|
$
|
299
|
|
|
$
|
(212
|
)
|
|
$
|
165
|
|
|
$
|
(35
|
)
|
Total recognized in net periodic benefit cost and OCI
|
|
$
|
8,258
|
|
|
$
|
(2,432
|
)
|
|
$
|
282
|
|
|
$
|
(197
|
)
|
|
$
|
540
|
|
|
$
|
368
|
|
Weighted-average assumptions used to determine net periodic benefit cost
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Discount rate
|
|
4.15
|
%
|
|
4.50
|
%
|
|
4.15
|
%
|
|
4.50
|
%
|
|
4.15
|
%
|
|
4.50
|
%
|
||||||
Expected long-term return on plan assets
|
|
7.50
|
%
|
|
8.00
|
%
|
|
7.50
|
%
|
|
8.00
|
%
|
|
7.50
|
%
|
|
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)
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||||||
Comparison of obligations to plan assets
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Projected benefit obligation
|
|
$
|
136,962
|
|
|
$
|
133,136
|
|
|
$
|
4,064
|
|
|
$
|
3,991
|
|
|
$
|
3,145
|
|
|
$
|
2,619
|
|
Accumulated benefit obligation
|
|
$
|
136,962
|
|
|
$
|
133,136
|
|
|
$
|
4,064
|
|
|
$
|
3,991
|
|
|
$
|
3,145
|
|
|
$
|
2,619
|
|
Fair value of plan assets at measurement date
|
|
$
|
94,815
|
|
|
$
|
98,426
|
|
|
$
|
3,291
|
|
|
$
|
3,435
|
|
|
$
|
2,104
|
|
|
$
|
1,629
|
|
Plan assets by category
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Equity securities
|
|
$
|
47,340
|
|
|
$
|
53,355
|
|
|
$
|
1,638
|
|
|
$
|
1,861
|
|
|
$
|
1,050
|
|
|
$
|
884
|
|
Debt securities
|
|
37,789
|
|
|
35,035
|
|
|
1,322
|
|
|
1,223
|
|
|
839
|
|
|
579
|
|
||||||
Real estate
|
|
9,686
|
|
|
10,036
|
|
|
331
|
|
|
351
|
|
|
215
|
|
|
166
|
|
||||||
Total
|
|
$
|
94,815
|
|
|
$
|
98,426
|
|
|
$
|
3,291
|
|
|
$
|
3,435
|
|
|
$
|
2,104
|
|
|
$
|
1,629
|
|
Plan assets by category
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Equity securities
|
|
50
|
%
|
|
54
|
%
|
|
50
|
%
|
|
54
|
%
|
|
50
|
%
|
|
54
|
%
|
||||||
Debt securities
|
|
40
|
%
|
|
36
|
%
|
|
40
|
%
|
|
36
|
%
|
|
40
|
%
|
|
36
|
%
|
||||||
Real estate
|
|
10
|
%
|
|
10
|
%
|
|
10
|
%
|
|
10
|
%
|
|
10
|
%
|
|
10
|
%
|
||||||
Total
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
|
June 30, 2015
|
||||||||||||||
(In thousands)
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Farmer Bros. Plan
|
|
$
|
94,815
|
|
|
$
|
—
|
|
|
$
|
94,815
|
|
|
$
|
—
|
|
Brewmatic Plan
|
|
$
|
3,291
|
|
|
$
|
—
|
|
|
$
|
3,291
|
|
|
$
|
—
|
|
Hourly Employees’ Plan
|
|
$
|
2,104
|
|
|
$
|
—
|
|
|
$
|
2,104
|
|
|
$
|
—
|
|
|
|
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
|
|
|
$
|
—
|
|
|
Fiscal 2016
|
|
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, 2016
|
|
$
|
6,890
|
|
|
$
|
290
|
|
|
$
|
63
|
|
June 30, 2017
|
|
$
|
7,120
|
|
|
$
|
280
|
|
|
$
|
81
|
|
June 30, 2018
|
|
$
|
7,400
|
|
|
$
|
290
|
|
|
$
|
100
|
|
June 30, 2019
|
|
$
|
7,650
|
|
|
$
|
290
|
|
|
$
|
120
|
|
June 30, 2020
|
|
$
|
7,920
|
|
|
$
|
280
|
|
|
$
|
140
|
|
June 30, 2021 to June 30, 2025
|
|
$
|
42,080
|
|
|
$
|
1,300
|
|
|
$
|
1,040
|
|
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, 2014
|
|
July 1,
2013
|
|
||||||||||||
Western Conference of Teamsters Pension Plan
|
|
91-6145047
|
|
001
|
|
Green
|
|
Green
|
|
No
|
|
No
|
|
January 31, 2020
|
(In thousands)
|
|
WCTPP(1)(2)(3)
|
|
All Other Plans(4)
|
||||
Year Ended:
|
|
|
|
|
||||
June 30, 2015
|
|
$
|
3,593
|
|
|
$
|
41
|
|
June 30, 2014
|
|
$
|
3,153
|
|
|
$
|
34
|
|
June 30, 2013
|
|
$
|
3,064
|
|
|
$
|
37
|
|
(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, 2014.
|
(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 one plan that is not individually significant.
|
|
|
Year Ended June 30,
|
||||||||||
(In thousands)
|
|
2015
|
|
2014
|
|
2013
|
||||||
Components of Net Periodic Postretirement Benefit Cost:
|
|
|
|
|
||||||||
Service cost
|
|
$
|
1,195
|
|
|
$
|
936
|
|
|
$
|
1,972
|
|
Interest cost
|
|
943
|
|
|
810
|
|
|
969
|
|
|||
Expected return on plan assets
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Amortization of net (gains) losses
|
|
(500
|
)
|
|
(880
|
)
|
|
7
|
|
|||
Amortization of prior service credit
|
|
(1,757
|
)
|
|
(1,757
|
)
|
|
(1,757
|
)
|
|||
Net periodic postretirement benefit (credit) cost
|
|
$
|
(119
|
)
|
|
$
|
(891
|
)
|
|
$
|
1,191
|
|
Amortization Schedule
|
|
|
Transition (Asset) Obligation: The transition (asset) obligations have been fully amortized.
|
Date Established
|
|
Balance at
July 1, 2014
|
|
Annual
Amortization
|
|
Years Remaining
|
|
Curtailment
|
|
Balance at
June 30, 2015
|
|||||||
January 1, 2008
|
|
$
|
(1,193
|
)
|
|
$
|
230
|
|
|
5.2
|
|
—
|
|
|
$
|
(963
|
)
|
July 1, 2012
|
|
(14,527
|
)
|
|
1,527
|
|
|
9.5
|
|
—
|
|
|
(13,000
|
)
|
|||
|
|
$
|
(15,720
|
)
|
|
$
|
1,757
|
|
|
|
|
|
|
$
|
(13,963
|
)
|
|
|
Year Ended June 30,
|
||||||||||||||
|
|
Retiree Medical Plan
|
|
Death Benefit
|
||||||||||||
($ in thousands)
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Amortization of Net (Gain) Loss:
|
|
|
||||||||||||||
Net (gain) loss as of July 1
|
|
$
|
(3,655
|
)
|
|
$
|
(8,006
|
)
|
|
$
|
690
|
|
|
$
|
1,791
|
|
Net (gain) loss subject to amortization
|
|
(3,655
|
)
|
|
(8,006
|
)
|
|
690
|
|
|
1,791
|
|
||||
Corridor (10% of greater of APBO or assets)
|
|
1,723
|
|
|
1,262
|
|
|
(729
|
)
|
|
(826
|
)
|
||||
Net (gain) loss in excess of corridor
|
|
$
|
(1,932
|
)
|
|
$
|
(6,744
|
)
|
|
$
|
(39
|
)
|
|
$
|
965
|
|
Amortization years
|
|
9.8
|
|
|
10.7
|
|
|
7.7
|
|
|
7.4
|
|
|
|
Year Ended June 30,
|
||||||
(In thousands)
|
|
2015
|
|
2014
|
||||
Change in Benefit Obligation:
|
|
|
|
|
||||
Projected postretirement benefit obligation at beginning of year
|
|
$
|
20,889
|
|
|
$
|
16,701
|
|
Service cost
|
|
1,195
|
|
|
936
|
|
||
Interest cost
|
|
943
|
|
|
810
|
|
||
Participant contributions
|
|
711
|
|
|
708
|
|
||
Actuarial losses
|
|
2,751
|
|
|
3,141
|
|
||
Benefits paid
|
|
(1,967
|
)
|
|
(1,407
|
)
|
||
Projected postretirement benefit obligation at end of year
|
|
$
|
24,522
|
|
|
$
|
20,889
|
|
|
|
Year Ended June 30,
|
||||||
(In thousands)
|
|
2015
|
|
2014
|
||||
Change in Plan Assets:
|
|
|
||||||
Fair value of plan assets at beginning of year
|
|
$
|
—
|
|
|
$
|
—
|
|
Employer contributions
|
|
1,256
|
|
|
699
|
|
||
Participant contributions
|
|
711
|
|
|
708
|
|
||
Benefits paid
|
|
(1,967
|
)
|
|
(1,407
|
)
|
||
Fair value of plan assets at end of year
|
|
—
|
|
|
—
|
|
||
Projected postretirement benefit obligation at end of year
|
|
$
|
24,522
|
|
|
$
|
20,889
|
|
Funded status of plan
|
|
$
|
(24,522
|
)
|
|
$
|
(20,889
|
)
|
|
|
June 30,
|
||||||
(In thousands)
|
|
2015
|
|
2014
|
||||
Amounts Recognized in the Consolidated Balance Sheets Consist of:
|
|
|
||||||
Non-current assets
|
|
$
|
—
|
|
|
$
|
—
|
|
Current liabilities
|
|
(1,051
|
)
|
|
(919
|
)
|
||
Non-current liabilities
|
|
(23,471
|
)
|
|
(19,970
|
)
|
||
Total
|
|
$
|
(24,522
|
)
|
|
$
|
(20,889
|
)
|
|
|
Year Ended June 30,
|
||||||
(In thousands)
|
|
2015
|
|
2014
|
||||
Amounts Recognized in Accumulated OCI Consist of:
|
|
|
|
|
||||
Net gain
|
|
$
|
(2,965
|
)
|
|
$
|
(6,216
|
)
|
Transition obligation
|
|
(13,963
|
)
|
|
(15,720
|
)
|
||
Prior service cost (credit)
|
|
—
|
|
|
—
|
|
||
Total accumulated OCI
|
|
$
|
(16,928
|
)
|
|
$
|
(21,936
|
)
|
|
|
Year Ended June 30,
|
||||||
(In thousands)
|
|
2015
|
|
2014
|
||||
Other Changes in Plan Assets and Benefit Obligations Recognized in OCI:
|
|
|
||||||
Unrecognized actuarial loss
|
|
$
|
2,751
|
|
|
$
|
3,141
|
|
Amortization of net loss
|
|
500
|
|
|
880
|
|
||
Amortization of prior service cost
|
|
1,757
|
|
|
1,757
|
|
||
Total recognized in OCI
|
|
5,008
|
|
|
5,778
|
|
||
Net periodic benefit credit
|
|
(119
|
)
|
|
(891
|
)
|
||
Total recognized in net periodic benefit cost and OCI
|
|
$
|
4,889
|
|
|
$
|
4,887
|
|
|
|
1-Percentage Point
|
||||||
(In thousands)
|
|
Increase
|
|
Decrease
|
||||
Effect on total of service and interest cost components
|
|
$
|
335
|
|
|
$
|
(276
|
)
|
Effect on accumulated postretirement benefit obligation
|
|
$
|
2,324
|
|
|
$
|
(1,925
|
)
|
|
|
As of and for the years ended June 30,
|
||||
|
|
2015
|
|
2014
|
|
2013
|
Loan amount (in thousands)
|
|
$11,234
|
|
$16,035
|
|
$20,836
|
|
|
June 30,
|
||||||
|
|
2015
|
|
2014
|
||||
Allocated shares
|
|
1,970,117
|
|
|
1,943,882
|
|
||
Committed to be released shares
|
|
172,398
|
|
|
175,429
|
|
||
Unallocated shares
|
|
390,528
|
|
|
562,926
|
|
||
Total ESOP shares
|
|
2,533,043
|
|
|
2,682,237
|
|
||
|
|
|
|
|
||||
(In thousands)
|
|
|
||||||
Fair value of ESOP shares
|
|
$
|
59,527
|
|
|
$
|
57,963
|
|
|
|
Year Ended June 30,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
Weighted average fair value of NQOs
|
|
$
|
10.38
|
|
|
$
|
9.17
|
|
|
$
|
5.69
|
|
Risk-free interest rate
|
|
1.5
|
%
|
|
1.7
|
%
|
|
0.9
|
%
|
|||
Dividend yield
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|||
Average expected term
|
|
5.1 years
|
|
|
6 years
|
|
|
6 years
|
|
|||
Expected stock price volatility
|
|
47.9
|
%
|
|
50.4
|
%
|
|
49.5
|
%
|
Outstanding NQOs:
|
|
Number
of NQOs
|
|
Weighted
Average
Exercise
Price ($)
|
|
Weighted
Average
Grant Date
Fair Value ($)
|
|
Weighted
Average
Remaining
Life
(Years)
|
|
Aggregate
Intrinsic
Value
($ in thousands)
|
||
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
|
|
Granted
|
|
25,703
|
|
|
23.91
|
|
10.38
|
|
6.8
|
|
—
|
|
Exercised
|
|
(95,723
|
)
|
|
16.17
|
|
5.86
|
|
—
|
|
747
|
|
Cancelled/Forfeited
|
|
(13,134
|
)
|
|
11.26
|
|
5.00
|
|
—
|
|
—
|
|
Outstanding at June 30, 2015
|
|
329,300
|
|
|
12.30
|
|
5.54
|
|
3.9
|
|
3,700
|
|
Vested and exercisable, June 30, 2015
|
|
249,105
|
|
|
11.13
|
|
5.00
|
|
3.5
|
|
3,082
|
|
Vested and expected to vest, June 30, 2015
|
|
326,723
|
|
|
12.22
|
|
5.51
|
|
3.9
|
|
3,684
|
|
Nonvested NQOs:
|
|
Number
of
NQOs
|
|
Weighted
Average
Exercise
Price ($)
|
|
Weighted
Average
Grant Date
Fair Value ($)
|
|
Weighted
Average
Remaining
Life (Years)
|
|
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
|
Granted
|
|
25,703
|
|
|
23.91
|
|
10.38
|
|
6.8
|
Vested
|
|
(101,172
|
)
|
|
9.87
|
|
4.72
|
|
—
|
Forfeited
|
|
(12,134
|
)
|
|
10.31
|
|
4.91
|
|
—
|
Outstanding at June 30, 2015
|
|
80,195
|
|
|
15.94
|
|
7.21
|
|
5.2
|
|
|
Year Ended June 30,
|
||||||
|
|
2015
|
|
2014
|
||||
Weighted average fair value of PNQs
|
|
$
|
10.16
|
|
|
$
|
10.49
|
|
Risk-free interest rate
|
|
1.5
|
%
|
|
1.8
|
%
|
||
Dividend yield
|
|
—
|
%
|
|
—
|
%
|
||
Average expected term
|
|
5 years
|
|
|
6 years
|
|
||
Expected stock price volatility
|
|
47.9
|
%
|
|
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
|
|
Granted
|
|
121,024
|
|
|
23.44
|
|
10.16
|
|
6.6
|
|
—
|
|
Cancelled/Forfeited
|
|
(9,399
|
)
|
|
21.33
|
|
10.52
|
|
—
|
|
—
|
|
Outstanding at June 30, 2015
|
|
224,067
|
|
|
22.44
|
|
10.31
|
|
6.0
|
|
237
|
|
Vested and exercisable, June 30, 2015
|
|
34,959
|
|
|
21.27
|
|
10.49
|
|
5.0
|
|
78
|
|
Vested and expected to vest, June 30, 2015
|
|
204,669
|
|
|
22.40
|
|
10.32
|
|
6.0
|
|
226
|
|
Nonvested PNQs:
|
|
Number
of
PNQs
|
|
Weighted
Average
Exercise
Price ($)
|
|
Weighted
Average
Grant Date
Fair Value ($)
|
|
Weighted
Average
Remaining
Life (Years)
|
||||||
Outstanding at June 30, 2014
|
|
112,442
|
|
|
21.27
|
|
|
10.49
|
|
|
6.5
|
|
||
Granted
|
|
121,024
|
|
|
23.44
|
|
|
10.16
|
|
|
6.6
|
|
||
Vested
|
|
(34,959
|
)
|
|
21.27
|
|
|
10.49
|
|
|
—
|
|
||
Forfeited
|
|
(9,399
|
)
|
|
21.33
|
|
|
10.52
|
|
|
—
|
|
||
Outstanding at June 30, 2015
|
|
189,108
|
|
|
$
|
22.66
|
|
|
$
|
10.28
|
|
|
6.2
|
|
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 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
|
|
Granted
|
|
13,256
|
|
|
23.64
|
|
|
—
|
|
313
|
|
Exercised/Released
|
|
(53,402
|
)
|
|
8.43
|
|
|
—
|
|
1,377
|
|
Cancelled/Forfeited(1)
|
|
(8,984
|
)
|
|
8.36
|
|
|
—
|
|
—
|
|
Outstanding at June 30, 2015
|
|
47,082
|
|
|
16.48
|
|
|
1.2
|
|
1,106
|
|
Expected to vest, June 30, 2015
|
|
44,936
|
|
|
16.32
|
|
|
1.2
|
|
1,056
|
|
|
|
June 30,
|
||||||
(In thousands)
|
|
2015
|
|
2014
|
||||
Accrued postretirement benefits
|
|
$
|
1,051
|
|
|
$
|
919
|
|
Accrued workers’ compensation liabilities
|
|
2,382
|
|
|
1,947
|
|
||
Short-term pension liabilities
|
|
347
|
|
|
347
|
|
||
Earnout payable—RLC acquisition
|
|
100
|
|
|
—
|
|
||
Other (including net taxes payable)
|
|
2,272
|
|
|
2,105
|
|
||
Other current liabilities
|
|
$
|
6,152
|
|
|
$
|
5,318
|
|
(In thousands)
|
|
June 30, 2015
|
|
June 30, 2014
|
||||
Earnout payable—RLC acquisition
|
|
$
|
200
|
|
|
$
|
—
|
|
Derivative liabilities, non-current
|
|
25
|
|
|
—
|
|
||
Other long-term liabilities
|
|
$
|
225
|
|
|
$
|
—
|
|
|
|
June 30,
|
||||||||||
(In thousands)
|
|
2015
|
|
2014
|
|
2013
|
||||||
Current:
|
|
|
|
|
|
|
||||||
Federal
|
|
$
|
(30
|
)
|
|
$
|
293
|
|
|
$
|
(24
|
)
|
State
|
|
309
|
|
|
275
|
|
|
191
|
|
|||
Total current income tax expense
|
|
279
|
|
|
568
|
|
|
167
|
|
|||
Deferred:
|
|
|
|
|
|
|
||||||
Federal
|
|
106
|
|
|
99
|
|
|
(819
|
)
|
|||
State
|
|
17
|
|
|
38
|
|
|
(173
|
)
|
|||
Total deferred income tax expense (benefit)
|
|
123
|
|
|
137
|
|
|
(992
|
)
|
|||
Income tax expense (benefit)
|
|
$
|
402
|
|
|
$
|
705
|
|
|
$
|
(825
|
)
|
|
|
June 30,
|
||||||||||
(In thousands)
|
|
2015
|
|
2014
|
|
2013
|
||||||
Statutory tax rate
|
|
34
|
%
|
|
34
|
%
|
|
34
|
%
|
|||
Income tax expense (benefit) at statutory rate
|
|
$
|
358
|
|
|
$
|
4,365
|
|
|
$
|
(3,158
|
)
|
State income tax expense (benefit), net of federal tax benefit
|
|
260
|
|
|
749
|
|
|
(223
|
)
|
|||
Dividend income exclusion
|
|
(54
|
)
|
|
—
|
|
|
—
|
|
|||
Valuation allowance
|
|
(185
|
)
|
|
(4,292
|
)
|
|
3,074
|
|
|||
Change in contingency reserve (net)
|
|
—
|
|
|
(39
|
)
|
|
(7
|
)
|
|||
Other (net)
|
|
23
|
|
|
(78
|
)
|
|
(511
|
)
|
|||
Income tax expense (benefit)
|
|
$
|
402
|
|
|
$
|
705
|
|
|
$
|
(825
|
)
|
|
|
June 30,
|
||||||||||
(In thousands)
|
|
2015
|
|
2014
|
|
2013
|
||||||
Deferred tax assets:
|
|
|
|
|
|
|
||||||
Postretirement benefits
|
|
$
|
31,100
|
|
|
$
|
19,800
|
|
|
$
|
26,014
|
|
Accrued liabilities
|
|
10,091
|
|
|
6,156
|
|
|
4,477
|
|
|||
Net operating loss carryforwards
|
|
41,544
|
|
|
40,275
|
|
|
44,607
|
|
|||
Intangible assets
|
|
594
|
|
|
1,126
|
|
|
694
|
|
|||
Other
|
|
6,794
|
|
|
7,253
|
|
|
8,945
|
|
|||
Total deferred tax assets
|
|
90,123
|
|
|
74,610
|
|
|
84,737
|
|
|||
Deferred tax liabilities:
|
|
|
|
|
|
|
||||||
Unrealized gain on investments
|
|
(2,242
|
)
|
|
—
|
|
|
—
|
|
|||
Fixed assets
|
|
(2,647
|
)
|
|
(1,902
|
)
|
|
(2,641
|
)
|
|||
Other
|
|
(1,943
|
)
|
|
(1,538
|
)
|
|
(882
|
)
|
|||
Total deferred tax liabilities
|
|
(6,832
|
)
|
|
(3,440
|
)
|
|
(3,523
|
)
|
|||
Valuation allowance
|
|
(84,857
|
)
|
|
(72,613
|
)
|
|
(82,522
|
)
|
|||
Net deferred tax liabilities
|
|
$
|
(1,566
|
)
|
|
$
|
(1,443
|
)
|
|
$
|
(1,308
|
)
|
|
|
Year Ended June 30,
|
||||||||||
(In thousands)
|
|
2015
|
|
2014
|
|
2013
|
||||||
Unrecognized tax benefits at beginning of year
|
|
$
|
—
|
|
|
$
|
3,211
|
|
|
$
|
3,211
|
|
Decreases in tax positions for prior years
|
|
—
|
|
|
(30
|
)
|
|
—
|
|
|||
Settlements
|
|
—
|
|
|
(3,181
|
)
|
|
—
|
|
|||
Unrecognized tax benefits at end of year
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,211
|
|
|
|
Year ended June 30,
|
||||||||||
(In thousands, except share and per share amounts)
|
2015
|
|
2014
|
|
2013
|
|||||||
Net income (loss) attributable to common stockholders—basic
|
|
$
|
651
|
|
|
$
|
12,063
|
|
|
$
|
(8,401
|
)
|
Net income (loss) attributable to nonvested restricted stockholders
|
|
1
|
|
|
69
|
|
|
(61
|
)
|
|||
Net income (loss)
|
|
$
|
652
|
|
|
$
|
12,132
|
|
|
$
|
(8,462
|
)
|
|
|
|
|
|
|
|
||||||
Weighted average common shares outstanding—basic
|
|
16,127,610
|
|
|
15,909,631
|
|
|
15,604,452
|
|
|||
Effect of dilutive securities:
|
|
|
|
|
|
|
||||||
Shares issuable under stock options
|
|
139,524
|
|
|
104,956
|
|
|
—
|
|
|||
Weighted average common shares outstanding—diluted
|
|
16,267,134
|
|
|
16,014,587
|
|
|
15,604,452
|
|
|||
Net income (loss) per common share—basic
|
|
$
|
0.04
|
|
|
$
|
0.76
|
|
|
$
|
(0.54
|
)
|
Net income (loss) per common share—diluted
|
|
$
|
0.04
|
|
|
$
|
0.76
|
|
|
$
|
(0.54
|
)
|
|
|
Contractual Obligations(1)
|
||||||||||||||||||||||
(In thousands)
|
|
Capital Lease
Obligations
|
|
Operating
Lease
Obligations
|
|
Pension Plan
Obligations
|
|
Postretirement
Benefits Other
Than Pension Plans
|
|
Revolving Credit Facility
|
|
Purchase Commitments (2)
|
||||||||||||
Year Ended June 30,
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
2016
|
|
$
|
3,464
|
|
|
$
|
3,991
|
|
|
$
|
7,590
|
|
|
$
|
1,076
|
|
|
$
|
78
|
|
|
$
|
45,324
|
|
2017
|
|
1,601
|
|
|
2,442
|
|
|
7,828
|
|
|
1,171
|
|
|
—
|
|
|
—
|
|
||||||
2018
|
|
898
|
|
|
2,090
|
|
|
8,137
|
|
|
1,306
|
|
|
—
|
|
|
—
|
|
||||||
2019
|
|
144
|
|
|
1,541
|
|
|
8,407
|
|
|
1,480
|
|
|
—
|
|
|
—
|
|
||||||
2020
|
|
51
|
|
|
563
|
|
|
8,687
|
|
|
1,555
|
|
|
—
|
|
|
—
|
|
||||||
Thereafter
|
|
4
|
|
|
31
|
|
|
47,033
|
|
|
8,950
|
|
|
—
|
|
|
—
|
|
||||||
|
|
|
|
$
|
10,658
|
|
|
$
|
87,682
|
|
|
$
|
15,538
|
|
|
$
|
78
|
|
|
$
|
45,324
|
|
||
Total minimum lease payments
|
|
$
|
6,162
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Less: imputed interest
(0.82% to 10.7%)
|
|
(314
|
)
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Present value of future minimum lease payments
|
|
$
|
5,848
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Less: current portion
|
|
3,249
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Long-term capital lease obligations
|
|
$
|
2,599
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30,
2014 |
|
December 31,
2014 |
|
March 31,
2015 |
|
June 30,
2015 |
||||||||
(In thousands, except per share data)
|
|
|
|
|
|
|
|
|
||||||||
Net sales
|
|
$
|
135,984
|
|
|
$
|
144,809
|
|
|
$
|
132,507
|
|
|
$
|
132,582
|
|
Gross profit
|
|
$
|
48,121
|
|
|
$
|
53,142
|
|
|
$
|
46,569
|
|
|
$
|
49,204
|
|
Income (loss) from operations
|
|
$
|
2,601
|
|
|
$
|
3,505
|
|
|
$
|
(1,405
|
)
|
|
$
|
(1,417
|
)
|
Net income (loss)
|
|
$
|
2,515
|
|
|
$
|
2,896
|
|
|
$
|
(2,572
|
)
|
|
$
|
(2,187
|
)
|
Net income (loss) per common share—basic
|
|
$
|
0.16
|
|
|
$
|
0.18
|
|
|
$
|
(0.16
|
)
|
|
$
|
(0.13
|
)
|
Net income (loss) per common share—diluted
|
|
$
|
0.16
|
|
|
$
|
0.18
|
|
|
$
|
(0.16
|
)
|
|
$
|
(0.13
|
)
|
|
|
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
|
|
|
$
|
0.30
|
|
|
$
|
0.16
|
|
|
$
|
0.19
|
|
Net income per common share—diluted
|
|
$
|
0.11
|
|
|
$
|
0.29
|
|
|
$
|
0.16
|
|
|
$
|
0.19
|
|
i.
|
the product of 7.50% and (a) the total estimated budget for the project, or (b) all construction costs outlined in the final budget on or prior to the scheduled completion date; or
|
ii.
|
the product of 7.50% and the total project costs, to the extent that all components of the document delivery and completion requirement are fully satisfied on or prior to the scheduled completion date.
|
Item 9.
|
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
|
Item 9A.
|
Controls and Procedures
|
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)
|
|
553,367
|
|
$16.41
|
|
235,308
|
Equity compensation plans not approved by stockholders
|
|
—
|
|
—
|
|
—
|
Total
|
|
553,367
|
|
$16.41
|
|
235,308
|
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, 2015 and 2014
|
|
Consolidated Statements of Operations for the Years Ended June 30, 2015, 2014 and 2013
|
|
Consolidated Statements of Comprehensive Income (Loss) for the Years Ended June 30, 2015, 2014 and 2013
|
|
Consolidated Statements of Cash Flows for the Years Ended June 30, 2015, 2014 and 2013
|
|
Consolidated Statements of Stockholders’ Equity for the Years Ended June 30, 2015, 2014 and 2013
|
|
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 14, 2015 |
||
|
|
|
|||
|
By:
|
|
/s/MARK J. NELSON
|
||
|
|
|
Mark J. Nelson
Treasurer and Chief Financial Officer (principal financial and accounting officer) Date: September 14, 2015 |
||
|
|
|
|
|
|
|
|
|
|
|
||
/s/ GUENTER W. BERGER
|
|
Chairman of the Board and Director
|
|
September 14, 2015
|
Guenter W. Berger
|
|
|
|
|
|
|
|
||
/s/ HAMIDEH ASSADI
|
|
Director
|
|
September 14, 2015
|
Hamideh Assadi
|
|
|
|
|
|
|
|
|
|
/s/ RANDY E. CLARK
|
|
Director
|
|
September 14, 2015
|
Randy E. Clark
|
|
|
|
|
|
|
|
|
|
|
|
Director
|
|
September 14, 2015
|
Jeanne Farmer Grossman
|
|
|
|
|
|
|
|
|
|
/s/ CHARLES F. MARCY
|
|
Director
|
|
September 14, 2015
|
Charles F. Marcy
|
|
|
|
|
|
|
|
||
/s/ CHRISTOPHER P. MOTTERN
|
|
Director
|
|
September 14, 2015
|
Christopher P. Mottern
|
|
|
|
|
|
|
|
||
/s/ MICHAEL H. KEOWN
|
|
Director
|
|
September 14, 2015
|
Michael H. Keown
|
|
|
|
|
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).
|
|
|
|
3.3
|
|
Certificate of Elimination (filed herewith).
|
|
|
|
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
|
|
Credit Agreement, dated as of March 2, 2015, by and among Farmer Bros. Co., Coffee Bean International, Inc., FBC Finance Company, Coffee Bean Holding Co., Inc., the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (filed as Exhibit 10.1 to the Company's Current Report on Form 8-K for the period ended March 6, 2015 and incorporated herein by reference).
|
|
|
|
10.2
|
|
Pledge and Security Agreement, dated as of March 2, 2015, by and among Farmer Bros. Co., Coffee Bean International, Inc., FBC Finance Company, Coffee Bean Holding Co., Inc. and JPMorgan Chase Bank, N.A., as Administrative Agent (filed as Exhibit 10.2 to the Company's Current Report on Form 8-K for the period ended March 6, 2015 and incorporated herein by reference).
|
|
|
|
10.3
|
|
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).*
|
|
|
|
10.4
|
|
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).*
|
|
|
|
10.5
|
|
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).*
|
|
|
|
10.6
|
|
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).*
|
|
|
|
10.7
|
|
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).*
|
|
|
|
10.8
|
|
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).*
|
|
|
|
10.9
|
|
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).*
|
|
|
10.10
|
|
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).
|
|
|
|
10.11
|
|
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).
|
|
|
|
10.12
|
|
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).
|
|
|
|
10.13
|
|
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).*
|
|
|
|
10.14
|
|
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).*
|
|
|
|
10.15
|
|
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).*
|
|
|
|
10.16
|
|
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).*
|
|
|
|
10.17
|
|
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).*
|
|
|
|
10.18
|
|
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).*
|
|
|
|
10.19
|
|
Employment Agreement, effective as of May 27, 2015, by and between Farmer Bros. Co. and Scott W. Bixby (filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on May 20, 2015 and incorporated herein by reference).*
|
|
|
|
10.20
|
|
Employment Agreement, effective as of August 6, 2015, by and between Farmer Bros. Co. and Thomas J. Mattei, Jr. (filed herewith).*
|
|
|
|
10.21
|
|
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).*
|
|
|
|
10.22
|
|
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).*
|
|
|
|
10.23
|
|
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).*
|
|
|
|
10.24
|
|
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).*
|
|
|
|
10.25
|
|
Addendum to Farmer Bros. Co. Amended and Restated 2007 Long-Term Incentive Plan (filed as Exhibit 10.30 to the Company's Quarterly Report on Form 10-Q filed with the SEC on February 9, 2015 and incorporated herein by reference).*
|
|
|
|
10.26
|
|
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).*
|
|
|
|
10.27
|
|
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).*
|
|
|
|
10.28
|
|
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).*
|
|
|
|
10.29
|
|
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).*
|
|
|
|
10.30
|
|
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).*
|
|
|
|
10.31
|
|
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).*
|
|
|
|
10.32
|
|
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).*
|
|
|
|
10.33
|
|
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).*
|
|
|
|
10.34
|
|
Form of Change in Control Severance Agreement for Executive Officers of the Company (with schedule of executive officers attached) (filed as Exhibit 10.3 to the Company's Current Report on Form 8-K filed with the SEC on May 20, 2015 and incorporated herein by reference).*
|
|
|
|
10.35
|
|
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 May 20, 2015 and incorporated herein by reference).*
|
|
|
|
10.36
|
|
Lease Agreement, dated as of July 17, 2015, by and between Farmer Bros. Co. as Tenant, and WF-FB NLTX, LLC as Landlord (filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on July 23, 2015 and incorporated herein by reference).
|
|
|
|
10.37
|
|
Development Management Agreement dated as of July 17, 2015, by and between Farmer Bros. Co., as Tenant and Stream Realty Partners-DFW, L.P., as Developer (filed as Exhibit 10.2 to the Company's Current Report on Form 8-K filed with the SEC on July 23, 2015 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).
|
|
|
|
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).
|
|
|
|
99.1
|
|
Properties List (filed herewith)
|
|
|
|
101
|
|
The following financial statements from the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2015, 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).
|
*
|
Management contract or compensatory plan or arrangement.
|
6.
|
Benefits
:
|
|
/
S
/ DELOITTE & TOUCHE LLP
|
|
Costa Mesa, California
|
September 14, 2015
|
|
/
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)
|
|
/
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 accounting and financial officer)
|
|
Branch Warehouses
|
|
|
|
|
Arizona
|
Arizona
|
Arizona
|
FLAGSTAFF*
|
LAKE HAVASU*
|
PHOENIX*
|
2385 N. Walgreen St.
|
1105 Aviation Dr.
|
1060 W. Alameda Dr.
|
|
|
Tempe
|
|
|
|
Arizona
|
Arizona
|
Arkansas
|
TUCSON*
|
YUMA
|
SPRINGDALE
|
3818 South Evans Blvd.
|
3914 E. 41
ST
Pl., Ste. 4
|
543 Madison
|
|
|
|
|
|
|
|
|
|
|
|
|
Florida
|
Georgia
|
Idaho
|
TAMPA
|
ATLANTA
|
BOISE
|
4709 Oak Fair Blvd.
|
1400 Northbrook Pkwy. Ste. 370
|
7235 Bethel St.
|
|
Suwanee
|
|
|
|
|
Idaho
|
Illinois
|
Illinois
|
IDAHO FALLS*
|
MOLINE
|
NORTHLAKE
|
805 S. Saturn Ave.
|
2950 38th Ave.
|
120 W. Whitehall Ave.
|
|
|
|
Illinois
|
Indiana
|
Indiana
|
SPRINGFIELD
|
EVANSVILLE
|
INDIANAPOLIS*
|
3430 Constitution Dr., #122
|
1905 N. Kentucky Ave.
|
1417 Southeastern Ave.
|
|
|
|
Indiana
|
Iowa
|
Iowa
|
MERRILLVILLE
|
DES MOINES
|
OMAHA*
|
1503 E. 91st Dr.
|
1662 N.E. 55th Ave.
|
3217 Nebraska Ave.
|
|
|
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.
|
|
|
|
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.
|
|
|
|
|
|
|