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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September 30, 2015
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June 30, 2015
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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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22,765
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$
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15,160
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Restricted cash
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1,274
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1,002
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Short-term investments
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22,837
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23,665
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Accounts and notes receivable, net
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42,973
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40,161
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Inventories
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56,744
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50,522
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Income tax receivable
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797
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535
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Prepaid expenses
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3,685
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4,640
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Total current assets
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151,075
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135,685
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Property, plant and equipment, net
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90,271
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90,201
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Goodwill and intangible assets, net
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6,641
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6,691
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Other assets
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7,612
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7,615
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Deferred income taxes
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751
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751
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Total assets
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$
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256,350
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$
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240,943
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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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38,892
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$
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27,023
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Accrued payroll expenses
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23,451
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23,005
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Short-term borrowings under revolving credit facility
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154
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78
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Short-term obligations under capital leases
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2,904
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3,249
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Short-term derivative liabilities
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3,632
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3,977
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Deferred income taxes
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1,390
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1,390
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Other current liabilities
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6,539
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6,152
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Total current liabilities
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76,962
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64,874
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Accrued pension liabilities
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47,506
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47,871
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Accrued postretirement benefits
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23,505
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23,471
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Accrued workers’ compensation liabilities
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10,964
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10,964
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Other long-term liabilities—capital leases
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2,059
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2,599
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Other long-term liabilities (Note 11)
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3,609
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225
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Deferred income taxes
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909
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928
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Total liabilities
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$
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165,514
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$
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150,932
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Commitments and contingencies (Note 15)
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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, $1.00 par value, 25,000,000 shares authorized; 16,676,403 and 16,658,148 issued and outstanding at September 30, 2015 and June 30, 2015, respectively
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16,676
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16,658
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Additional paid-in capital
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39,696
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38,143
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Retained earnings
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105,790
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106,864
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Unearned ESOP shares
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(11,234
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)
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(11,234
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)
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Accumulated other comprehensive loss
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(60,092
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)
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(60,420
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)
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Total stockholders’ equity
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$
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90,836
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$
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90,011
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Total liabilities and stockholders’ equity
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$
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256,350
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$
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240,943
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Three Months Ended September 30,
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||||||
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2015
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2014
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Net sales
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$
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133,445
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$
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135,984
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Cost of goods sold
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82,866
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87,863
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Gross profit
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50,579
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48,121
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Selling expenses
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36,441
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38,450
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General and administrative expenses
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9,465
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7,009
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Restructuring and other transition expenses
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5,450
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—
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Net (gains) losses from sales of assets
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(214
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)
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61
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Operating expenses
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51,142
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45,520
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(Loss) income from operations
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(563
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)
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2,601
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Other (expense) income:
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Dividend income
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293
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294
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Interest income
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104
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89
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Interest expense
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(121
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)
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(207
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)
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Other, net
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(875
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)
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(64
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)
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Total other (expense) income
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(599
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)
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112
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(Loss) income before taxes
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(1,162
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)
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2,713
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Income tax (benefit) expense
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(88
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)
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198
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Net (loss) income
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$
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(1,074
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)
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$
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2,515
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Net (loss) income per common share—basic
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$
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(0.07
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)
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$
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0.16
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Net (loss) income per common share—diluted
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$
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(0.07
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)
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$
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0.16
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Weighted average common shares outstanding—basic
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16,269,368
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16,003,802
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Weighted average common shares outstanding—diluted
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16,269,368
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16,130,745
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Three Months Ended September 30,
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||||||
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2015
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2014
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Net (loss) income
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$
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(1,074
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)
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$
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2,515
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Other comprehensive (loss) income, net of tax:
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Unrealized (losses) gains on derivative instruments designated as cash flow hedges
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(4,640
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)
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3,332
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Losses (gains) on derivative instruments designated as cash flow hedges reclassified to cost of goods sold
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4,968
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(4,710
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)
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Total comprehensive (loss) income, net of tax
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$
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(746
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)
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$
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1,137
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Three Months Ended September 30,
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||||||
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2015
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2014
|
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Cash flows from operating activities:
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Net (loss) income
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$
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(1,074
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)
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$
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2,515
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Adjustments to reconcile net (loss) income to net cash provided by (used in)operating activities:
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Depreciation and amortization
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5,295
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6,256
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Provision for doubtful accounts
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44
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7
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Restructuring and other transition expenses, net of payments
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2,889
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—
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Deferred income taxes
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(19
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)
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29
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Net (gains) losses from sales of assets
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(214
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)
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61
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ESOP and share-based compensation expense
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1,229
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1,258
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Net losses (gains) on derivative instruments and investments
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5,839
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(4,569
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)
|
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Change in operating assets and liabilities:
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||||
Restricted cash
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(272
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)
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—
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Purchases of trading securities held for investment
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(518
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)
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(936
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)
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Proceeds from sales of trading securities held for investment
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1,202
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1,315
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Accounts and notes receivable
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(1,805
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)
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(3,949
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)
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Inventories
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(6,446
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)
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(897
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)
|
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Income tax receivable
|
(262
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)
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30
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Derivative assets, net
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(5,094
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)
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5,389
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Prepaid expenses and other assets
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966
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712
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Accounts payable
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11,493
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(3,899
|
)
|
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Accrued payroll expenses and other current liabilities
|
(1,514
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)
|
|
(6,463
|
)
|
||
Accrued postretirement benefits
|
34
|
|
|
(230
|
)
|
||
Other long-term liabilities
|
(365
|
)
|
|
(452
|
)
|
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Net cash provided by (used in) operating activities
|
$
|
11,408
|
|
|
$
|
(3,823
|
)
|
Cash flows from investing activities:
|
|
|
|
||||
Purchases of property, plant and equipment
|
(3,781
|
)
|
|
(4,930
|
)
|
||
Proceeds from sales of property, plant and equipment
|
538
|
|
|
98
|
|
||
Net cash used in investing activities
|
$
|
(3,243
|
)
|
|
$
|
(4,832
|
)
|
Cash flows from financing activities:
|
|
|
|
||||
Proceeds from revolving credit facility
|
—
|
|
|
13,860
|
|
||
Repayments on revolving credit facility
|
(28
|
)
|
|
(12,040
|
)
|
||
Payment of financing costs
|
(8
|
)
|
|
—
|
|
||
Payments of capital lease obligations
|
(865
|
)
|
|
(957
|
)
|
||
Proceeds from stock option exercises
|
341
|
|
|
581
|
|
||
Net cash (used in) provided by financing activities
|
$
|
(560
|
)
|
|
$
|
1,444
|
|
Net increase (decrease) in cash and cash equivalents
|
$
|
7,605
|
|
|
$
|
(7,211
|
)
|
Cash and cash equivalents at beginning of period
|
$
|
15,160
|
|
|
11,993
|
|
|
Cash and cash equivalents at end of period
|
$
|
22,765
|
|
|
$
|
4,782
|
|
|
Three Months Ended September 30,
|
||||||
|
2015
|
|
2014
|
||||
Supplemental disclosure of non-cash investing and financing activities:
|
|
|
|
||||
Equipment acquired under capital leases
|
$
|
9
|
|
|
$
|
42
|
|
Net change in derivative assets and liabilities
included in other comprehensive income
|
$
|
328
|
|
|
$
|
(1,378
|
)
|
Increase in construction-in-progress assets under Texas facility lease
|
$
|
1,982
|
|
|
$
|
—
|
|
Increase in Texas facility lease obligation
|
$
|
2,768
|
|
|
$
|
—
|
|
Non-cash additions to equipment
|
$
|
150
|
|
|
$
|
17
|
|
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)
|
Balances,
June 30, 2015
|
|
Additions
|
|
Payments
|
|
Non-Cash Settled
|
|
Adjustments
|
|
Balances,
September 30, 2015
|
||||||||||||
Employee-related costs(1)
|
$
|
6,156
|
|
|
$
|
3,596
|
|
|
$
|
7,405
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,347
|
|
Facility-related costs(2)
|
—
|
|
|
730
|
|
|
387
|
|
|
343
|
|
|
—
|
|
|
—
|
|
||||||
Other(3)
|
200
|
|
|
1,124
|
|
|
1,124
|
|
|
—
|
|
|
—
|
|
|
200
|
|
||||||
Total
|
$
|
6,356
|
|
|
$
|
5,450
|
|
|
$
|
8,916
|
|
|
$
|
343
|
|
|
$
|
—
|
|
|
$
|
2,547
|
|
Current portion
|
6,356
|
|
|
|
|
|
|
|
|
|
|
2,547
|
|
||||||||||
Non-current portion
|
—
|
|
|
|
|
|
|
|
|
|
|
—
|
|
||||||||||
Total
|
$
|
6,356
|
|
|
|
|
|
|
|
|
|
|
$
|
2,547
|
|
(In thousands)
|
|
September 30, 2015
|
|
June 30, 2015
|
||
Derivative instruments designated as cash flow hedges:
|
|
|
|
|
||
Long coffee pounds
|
|
35,588
|
|
|
32,288
|
|
Derivative instruments not designated as cash flow hedges:
|
|
|
|
|
||
Long coffee pounds
|
|
1,728
|
|
|
1,954
|
|
Total
|
|
37,316
|
|
|
34,242
|
|
|
|
Derivative Instruments Designated as
Cash Flow Hedges
|
|
Derivative Instruments Not Designated as
Accounting Hedges |
||||||||||||
|
|
September 30,
|
|
June 30,
|
|
September 30,
|
|
June 30,
|
||||||||
(In thousands)
|
|
2015
|
|
2015
|
|
2015
|
|
2015
|
||||||||
Financial Statement Location:
|
|
|
|
|
|
|
|
|
||||||||
Short-term derivative assets(1):
|
|
|
|
|
|
|
|
|
||||||||
Coffee-related derivative instruments
|
|
$
|
31
|
|
|
$
|
128
|
|
|
$
|
5
|
|
|
$
|
25
|
|
Long-term derivative assets(1):
|
|
|
|
|
|
|
|
|
||||||||
Coffee-related derivative instruments
|
|
$
|
69
|
|
|
$
|
136
|
|
|
$
|
—
|
|
|
$
|
2
|
|
Short-term derivative liabilities(1):
|
|
|
|
|
|
|
|
|
||||||||
Coffee-related derivative instruments
|
|
$
|
3,496
|
|
|
$
|
4,128
|
|
|
$
|
241
|
|
|
$
|
2
|
|
Long-term derivative liabilities(2):
|
|
|
|
|
|
|
|
|
||||||||
Coffee-related derivative instruments
|
|
$
|
641
|
|
|
$
|
163
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
Three Months Ended
September 30, |
|
Financial Statement Classification
|
||||||
(In thousands)
|
|
2015
|
|
2014
|
|
|||||
Net (losses) gains recognized in accumulated other comprehensive (loss) income (effective portion)
|
|
$
|
(4,640
|
)
|
|
$
|
3,332
|
|
|
AOCI
|
Net (losses) gains recognized in earnings (effective portion)
|
|
$
|
(4,968
|
)
|
|
$
|
4,710
|
|
|
Cost of goods sold
|
Net losses recognized in earnings (ineffective portion)
|
|
$
|
(356
|
)
|
|
$
|
(51
|
)
|
|
Other, net
|
|
|
Three Months Ended
September 30,
|
||||||
(In thousands)
|
|
2015
|
|
2014
|
||||
Net (losses) gains on coffee-related derivative instruments
|
|
$
|
(727
|
)
|
|
$
|
49
|
|
Net losses on investments
|
|
(147
|
)
|
|
(190
|
)
|
||
Net losses on derivative instruments and
investments(1)
|
|
(874
|
)
|
|
(141
|
)
|
||
Other (losses) gains, net
|
|
(1
|
)
|
|
77
|
|
||
Other, net
|
|
$
|
(875
|
)
|
|
$
|
(64
|
)
|
(1)
|
Excludes net (losses) gains on coffee-related derivative instruments designated as accounting hedges recorded in cost of goods sold in the three months ended September 30, 2015 and 2014.
|
(In thousands)
|
|
|
|
Gross Amount Reported on Balance Sheet
|
|
Netting Adjustments
|
|
Cash Collateral Posted
|
|
Net Exposure
|
||||||||
September 30, 2015
|
|
Derivative assets
|
|
$
|
105
|
|
|
$
|
(105
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
Derivative liabilities
|
|
$
|
4,378
|
|
|
$
|
(105
|
)
|
|
$
|
1,274
|
|
|
$
|
2,999
|
|
June 30, 2015
|
|
Derivative assets
|
|
$
|
291
|
|
|
$
|
(291
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
Derivative liabilities
|
|
$
|
4,292
|
|
|
$
|
(291
|
)
|
|
$
|
1,001
|
|
|
$
|
3,000
|
|
|
|
Three Months Ended September 30,
|
||||||
(In thousands)
|
|
2015
|
|
2014
|
||||
Total losses recognized from trading securities held for investment
|
|
$
|
(147
|
)
|
|
$
|
(190
|
)
|
Less: Realized (losses) gains from sales of trading securities held for investment
|
|
(1
|
)
|
|
15
|
|
||
Unrealized losses from trading securities held for investment
|
|
$
|
(146
|
)
|
|
$
|
(205
|
)
|
•
|
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
|
||||||||
September 30, 2015
|
|
|
|
|
|
|
|
|
||||||||
Preferred stock(1)
|
|
$
|
22,837
|
|
|
$
|
19,535
|
|
|
$
|
3,302
|
|
|
$
|
—
|
|
Derivative instruments designated as cash flow hedges:
|
|
|
|
|
|
|
|
|
||||||||
Coffee-related derivative assets
|
|
$
|
100
|
|
|
$
|
100
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Coffee-related derivative liabilities
|
|
$
|
4,137
|
|
|
$
|
4,137
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Derivative instruments not designated as accounting hedges:
|
|
|
|
|
|
|
|
|
||||||||
Coffee-related derivative assets
|
|
$
|
5
|
|
|
$
|
5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Coffee-related derivative liabilities
|
|
$
|
241
|
|
|
$
|
241
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
||||||||
June 30, 2015
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
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
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(1)
|
Included in "Short-term investments" on the Company's consolidated balance sheets.
|
(In thousands)
|
|
September 30, 2015
|
|
June 30, 2015
|
||||
Trade receivables
|
|
$
|
40,949
|
|
|
$
|
38,783
|
|
Other receivables(1)
|
|
2,711
|
|
|
2,021
|
|
||
Allowance for doubtful accounts
|
|
(687
|
)
|
|
(643
|
)
|
||
Accounts and notes receivable, net
|
|
$
|
42,973
|
|
|
$
|
40,161
|
|
(In thousands)
|
|
September 30, 2015
|
|
June 30, 2015
|
||||
Coffee:
|
|
|
|
|
||||
Processed
|
|
$
|
16,471
|
|
|
$
|
13,837
|
|
Unprocessed
|
|
14,372
|
|
|
11,968
|
|
||
Total
|
|
$
|
30,843
|
|
|
$
|
25,805
|
|
Tea and culinary products:
|
|
|
|
|
||||
Processed
|
|
$
|
18,018
|
|
|
$
|
17,022
|
|
Unprocessed
|
|
2,512
|
|
|
2,764
|
|
||
Total
|
|
$
|
20,530
|
|
|
$
|
19,786
|
|
Coffee brewing equipment parts
|
|
$
|
5,371
|
|
|
$
|
4,931
|
|
Total inventories
|
|
$
|
56,744
|
|
|
$
|
50,522
|
|
|
|
Three Months Ended
September 30, |
||||||
|
|
2015
|
|
2014
|
||||
(In thousands)
|
|
|
||||||
Service cost
|
|
$
|
97
|
|
|
$
|
97
|
|
Interest cost
|
|
1,546
|
|
|
1,415
|
|
||
Expected return on plan assets
|
|
(1,710
|
)
|
|
(1,823
|
)
|
||
Amortization of net loss(1)
|
|
370
|
|
|
303
|
|
||
Net periodic benefit cost (credit)
|
|
$
|
303
|
|
|
$
|
(8
|
)
|
|
Fiscal
|
||
|
2016
|
|
2015
|
Discount rate
|
4.40%
|
|
4.15%
|
Expected long-term rate of return on plan assets
|
7.50%
|
|
7.50%
|
|
|
Three Months Ended September 30,
|
||||||
|
|
2015
|
|
2014
|
||||
(In thousands)
|
|
|
||||||
Service cost
|
|
$
|
347
|
|
|
$
|
234
|
|
Interest cost
|
|
299
|
|
|
202
|
|
||
Expected return on plan assets
|
|
—
|
|
|
—
|
|
||
Amortization of net gain
|
|
(49
|
)
|
|
(220
|
)
|
||
Amortization of net prior service credit
|
|
(439
|
)
|
|
(440
|
)
|
||
Net periodic postretirement benefit cost (credit)
|
|
$
|
158
|
|
|
$
|
(224
|
)
|
|
Fiscal
|
||
|
2016
|
|
2015
|
Retiree Medical Plan discount rate
|
4.69%
|
|
4.29%
|
Death Benefit discount rate
|
4.74%
|
|
4.48%
|
(In thousands)
|
|
September 30, 2015
|
|
June 30, 2015
|
||||
Texas facility lease obligation(1)
|
|
$
|
2,768
|
|
|
$
|
—
|
|
Derivative liabilities
|
|
641
|
|
|
25
|
|
||
Earnout payable—RLC Acquisition
|
|
200
|
|
|
200
|
|
||
Other long-term liabilities
|
|
$
|
3,609
|
|
|
$
|
225
|
|
|
Three Months Ended September 30, 2015
|
||
Weighted average fair value of NQOs
|
$
|
11.06
|
|
Risk-free interest rate
|
1.52
|
%
|
|
Dividend yield
|
—
|
%
|
|
Average expected term
|
5.1 years
|
|
|
Expected stock price volatility
|
47.9
|
%
|
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, 2015
|
|
329,300
|
|
|
12.30
|
|
5.54
|
|
3.9
|
|
3,700
|
|
Granted
|
|
1,582
|
|
|
25.50
|
|
11.06
|
|
7.0
|
|
—
|
|
Exercised
|
|
(19,095
|
)
|
|
16.51
|
|
6.21
|
|
—
|
|
172
|
|
Cancelled/Forfeited
|
|
(7,290
|
)
|
|
13.49
|
|
5.94
|
|
—
|
|
—
|
|
Outstanding at September 30, 2015
|
|
304,497
|
|
|
12.08
|
|
5.52
|
|
3.7
|
|
4,620
|
|
Vested and exercisable, September 30, 2015
|
|
228,100
|
|
|
10.62
|
|
4.89
|
|
3.3
|
|
3,794
|
|
Vested and expected to vest, September 30, 2015
|
|
301,858
|
|
|
12.00
|
|
5.49
|
|
3.7
|
|
4,604
|
|
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, 2015
|
|
224,067
|
|
|
22.44
|
|
10.31
|
|
6.0
|
|
237
|
|
Granted
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
Exercised
|
|
(1,301
|
)
|
|
19.95
|
|
9.85
|
|
—
|
|
—
|
|
Cancelled/Forfeited
|
|
(14,421
|
)
|
|
22.66
|
|
10.29
|
|
—
|
|
—
|
|
Outstanding at September 30, 2015
|
|
208,345
|
|
|
22.44
|
|
10.32
|
|
5.8
|
|
1,002
|
|
Vested and exercisable, September 30, 2015
|
|
33,658
|
|
|
21.32
|
|
10.51
|
|
4.7
|
|
200
|
|
Vested and expected to vest, September 30, 2015
|
|
192,371
|
|
|
22.40
|
|
10.32
|
|
5.7
|
|
933
|
|
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, 2015
|
|
47,082
|
|
|
16.48
|
|
|
1.2
|
|
1,106
|
|
Granted
|
|
327
|
|
|
25.50
|
|
|
3.0
|
|
8
|
|
Cancelled/Forfeited
|
|
(2,468
|
)
|
|
11.81
|
|
|
—
|
|
—
|
|
Outstanding at September 30, 2015
|
|
44,941
|
|
|
16.80
|
|
|
1.1
|
|
1,225
|
|
Expected to vest, September 30, 2015
|
|
43,282
|
|
|
16.63
|
|
|
1.0
|
|
1,179
|
|
|
|
Three Months Ended September 30,
|
||||||
(In thousands, except share and per share data)
|
2015
|
|
2014
|
|||||
Net (loss) income attributable to common stockholders—basic
|
|
$
|
(1,071
|
)
|
|
$
|
2,501
|
|
Net (loss) income attributable to nonvested restricted stockholders
|
|
(3
|
)
|
|
14
|
|
||
Net (loss) income
|
|
$
|
(1,074
|
)
|
|
$
|
2,515
|
|
|
|
|
|
|
||||
Weighted average common shares outstanding—basic
|
|
16,269,368
|
|
|
16,003,802
|
|
||
Effect of dilutive securities:
|
|
|
|
|
||||
Shares issuable under stock options
|
|
—
|
|
|
126,943
|
|
||
Weighted average common shares outstanding—diluted
|
|
16,269,368
|
|
|
16,130,745
|
|
||
Net (loss) income per common share—basic
|
|
$
|
(0.07
|
)
|
|
$
|
0.16
|
|
Net (loss) income per common share—diluted
|
|
$
|
(0.07
|
)
|
|
$
|
0.16
|
|
|
|
Contractual Obligations
|
||||||||||||||||||||||||||
(In thousands)
|
|
Capital Lease
Obligations
|
|
Operating
Lease
Obligations
|
|
Texas Facility Lease Obligation(1)
|
|
Pension Plan
Obligations
|
|
Postretirement
Benefits Other
Than Pension Plans
|
|
Revolving Credit Facility
|
|
Purchase Commitments(2)
|
||||||||||||||
Nine months ending
June 30,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
2016
|
|
$
|
2,516
|
|
|
$
|
2,217
|
|
|
$
|
—
|
|
|
$
|
5,693
|
|
|
$
|
807
|
|
|
$
|
154
|
|
|
$
|
45,503
|
|
Year Ending June 30,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
2017
|
|
1,598
|
|
|
2,585
|
|
|
1,860
|
|
|
7,179
|
|
|
1,171
|
|
|
—
|
|
|
—
|
|
|||||||
2018
|
|
898
|
|
|
2,234
|
|
|
3,757
|
|
|
7,345
|
|
|
1,306
|
|
|
—
|
|
|
—
|
|
|||||||
2019
|
|
144
|
|
|
1,573
|
|
|
3,832
|
|
|
7,604
|
|
|
1,480
|
|
|
—
|
|
|
—
|
|
|||||||
2020
|
|
51
|
|
|
563
|
|
|
3,909
|
|
|
7,787
|
|
|
1,555
|
|
|
—
|
|
|
—
|
|
|||||||
Thereafter
|
|
4
|
|
|
31
|
|
|
50,973
|
|
|
43,653
|
|
|
8,950
|
|
|
—
|
|
|
—
|
|
|||||||
|
|
|
|
$
|
9,203
|
|
|
$
|
64,331
|
|
|
$
|
79,261
|
|
|
$
|
15,269
|
|
|
$
|
154
|
|
|
$
|
45,503
|
|
||
Total minimum lease payments
|
|
$
|
5,211
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Less: imputed interest
(0.82% to 10.7%)
|
|
(248
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Present value of future minimum lease payments
|
|
$
|
4,963
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Less: current portion
|
|
2,904
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Long-term capital lease obligations
|
|
$
|
2,059
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item 2.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
(In thousands)
|
Balances,
June 30, 2015
|
|
Additions
|
|
Payments
|
|
Non-Cash Settled
|
|
Adjustments
|
|
Balances,
September 30, 2015
|
||||||||||||
Employee-related costs(1)
|
$
|
6,156
|
|
|
$
|
3,596
|
|
|
$
|
7,405
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,347
|
|
Facility-related costs(2)
|
—
|
|
|
730
|
|
|
387
|
|
|
343
|
|
|
—
|
|
|
$
|
—
|
|
|||||
Other(3)
|
200
|
|
|
1,124
|
|
|
1,124
|
|
|
—
|
|
|
—
|
|
|
$
|
200
|
|
|||||
Total
|
$
|
6,356
|
|
|
$
|
5,450
|
|
|
$
|
8,916
|
|
|
$
|
343
|
|
|
$
|
—
|
|
|
$
|
2,547
|
|
Current portion
|
6,356
|
|
|
|
|
|
|
|
|
|
|
2,547
|
|
||||||||||
Non-current portion
|
—
|
|
|
|
|
|
|
|
|
|
|
—
|
|
||||||||||
Total
|
$
|
6,356
|
|
|
|
|
|
|
|
|
|
|
$
|
2,547
|
|
(In thousands)
|
|
September 30, 2015
|
|
June 30, 2015
|
||||
Current assets(1)
|
|
$
|
151,075
|
|
|
$
|
135,685
|
|
Current liabilities
|
|
76,962
|
|
|
64,874
|
|
||
Working capital
|
|
$
|
74,113
|
|
|
$
|
70,811
|
|
|
|
Payment due by period
|
||||||||||||||||||
(In thousands)
|
|
Total
|
|
Less Than
One Year |
|
1-3
Years |
|
4-5
Years |
|
More Than
5 Years |
||||||||||
Contractual obligations:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital lease obligations(1)
|
|
$
|
5,211
|
|
|
$
|
2,516
|
|
|
$
|
2,496
|
|
|
$
|
195
|
|
|
$
|
4
|
|
Operating lease obligations
|
|
9,203
|
|
|
2,217
|
|
|
4,819
|
|
|
2,136
|
|
|
31
|
|
|||||
Texas facility lease obligation(2)
|
|
64,331
|
|
|
—
|
|
|
5,617
|
|
|
7,741
|
|
|
50,973
|
|
|||||
Pension plan obligations
|
|
79,261
|
|
|
5,693
|
|
|
14,524
|
|
|
15,391
|
|
|
43,653
|
|
|||||
Postretirement benefits other than pension plans
|
|
15,269
|
|
|
807
|
|
|
2,477
|
|
|
3,035
|
|
|
8,950
|
|
|||||
Revolving credit facility
|
|
154
|
|
|
154
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Purchase commitments(3)
|
|
45,503
|
|
|
45,503
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total contractual obligations
|
|
$
|
218,932
|
|
|
$
|
56,890
|
|
|
$
|
29,933
|
|
|
$
|
28,498
|
|
|
$
|
103,611
|
|
(1)
|
Includes imputed interest of $0.2 million.
|
(In millions)
|
|
Three Months Ended September 30, 2015 vs.
September 30, 2014
|
||
Effect of change in unit sales
|
|
$
|
(0.8
|
)
|
Effect of pricing and product mix changes
|
|
(1.8
|
)
|
|
Total decrease in net sales
|
|
$
|
(2.6
|
)
|
|
|
Three Months Ended September 30,
|
||||||||||||
|
|
2015
|
|
2014
|
||||||||||
(In thousands)
|
|
$
|
|
% of total
|
|
$
|
|
% of total
|
||||||
Net Sales by Product Category:
|
|
|
|
|
|
|
|
|
||||||
Coffee (Roast & Ground)
|
|
$
|
82,029
|
|
|
62
|
%
|
|
$
|
84,265
|
|
|
62
|
%
|
Coffee (Frozen)
|
|
8,679
|
|
|
6
|
%
|
|
9,094
|
|
|
7
|
%
|
||
Tea (Iced & Hot)
|
|
6,231
|
|
|
5
|
%
|
|
7,223
|
|
|
5
|
%
|
||
Culinary
|
|
13,277
|
|
|
10
|
%
|
|
13,676
|
|
|
10
|
%
|
||
Spice
|
|
8,702
|
|
|
6
|
%
|
|
8,102
|
|
|
6
|
%
|
||
Other beverages(1)
|
|
13,657
|
|
|
10
|
%
|
|
12,659
|
|
|
9
|
%
|
||
Net sales by product category
|
|
132,575
|
|
|
99
|
%
|
|
135,019
|
|
|
99
|
%
|
||
Fuel surcharge
|
|
870
|
|
|
1
|
%
|
|
965
|
|
|
1
|
%
|
||
Net sales
|
|
$
|
133,445
|
|
|
100
|
%
|
|
$
|
135,984
|
|
|
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.
|
|
|
Three Months Ended
September 30,
|
||||||
($ in thousands, except per share data)
|
|
2015
|
|
2014
|
||||
Net (loss) income, as reported(1)
|
|
$
|
(1,074
|
)
|
|
$
|
2,515
|
|
Restructuring and other transition expenses, net of tax of zero
|
|
5,450
|
|
|
—
|
|
||
Net (gains) losses from sales of assets, net of tax of zero
|
|
(214
|
)
|
|
61
|
|
||
Non-GAAP net income
|
|
$
|
4,162
|
|
|
$
|
2,576
|
|
Net (loss) income per common share—diluted, as reported
|
|
$
|
(0.07
|
)
|
|
$
|
0.16
|
|
Impact of restructuring and other transition expenses, net of tax of zero
|
|
$
|
0.33
|
|
|
$
|
—
|
|
Impact of (gains)losses from sales of assets, net of tax of zero
|
|
$
|
(0.01
|
)
|
|
$
|
—
|
|
Non-GAAP net income per diluted common share(2)
|
|
$
|
0.25
|
|
|
$
|
0.16
|
|
|
|
Three Months Ended September 30,
|
||||||
($ in thousands)
|
|
2015
|
|
2014
|
||||
Net (loss) income, as reported(1)
|
|
$
|
(1,074
|
)
|
|
$
|
2,515
|
|
Income tax (benefit) expense
|
|
(88
|
)
|
|
198
|
|
||
Interest expense
|
|
121
|
|
|
207
|
|
||
Depreciation and amortization expense(2)
|
|
5,295
|
|
|
6,256
|
|
||
ESOP and share-based compensation expense
|
|
1,229
|
|
|
1,258
|
|
||
Restructuring and other transition expenses(3)
|
|
5,450
|
|
|
—
|
|
||
Net (gains) losses from sales of assets
|
|
(214
|
)
|
|
61
|
|
||
Adjusted EBITDA
|
|
$
|
10,719
|
|
|
$
|
10,495
|
|
Adjusted EBITDA Margin
|
|
8.0
|
%
|
|
7.7
|
%
|
Item 3.
|
Quantitative and Qualitative Disclosures About Market Risk
|
($ in thousands)
|
|
Market Value of
Preferred Securities at September 30, 2015 |
|
Change in Market
Value
|
||||
Interest Rate Changes
|
|
|
||||||
–150 basis points
|
|
$
|
23,663
|
|
|
$
|
826
|
|
–100 basis points
|
|
$
|
23,457
|
|
|
$
|
620
|
|
Unchanged
|
|
$
|
22,837
|
|
|
$
|
—
|
|
+100 basis points
|
|
$
|
22,062
|
|
|
$
|
(775
|
)
|
+150 basis points
|
|
$
|
21,677
|
|
|
$
|
(1,160
|
)
|
(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)
|
|
$
|
71
|
|
|
$
|
(71
|
)
|
|
$
|
4,648
|
|
|
$
|
(4,648
|
)
|
(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
September 30, 2015
. 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 6.
|
Exhibits
|
|
|
|
|
|
|
|
F
ARMER
B
ROS
. C
O
.
|
||||
|
|
|
|||
|
By:
|
/s/ MICHAEL H. KEOWN
|
|||
|
|
Michael H. Keown
|
|||
|
|
President and Chief Executive Officer
|
|||
|
|
(chief executive officer)
|
|||
|
|
November 9, 2015
|
|||
|
|
|
|||
|
By:
|
/s/ ISAAC N. JOHNSTON, JR.
|
|||
|
|
Isaac N. Johnston, Jr.
|
|||
|
|
Treasurer and Chief Financial Officer
|
|||
|
|
(principal financial and accounting officer)
|
|||
|
|
November 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).
|
|
|
|
3.3
|
|
Certificate of Elimination (filed as Exhibit 3.3 to the Company's Registration Statement on Form 8-A/A filed with the SEC on September 24, 2015 and incorporated herein by reference).
|
|
|
|
4.1
|
|
Specimen Stock Certificate (filed as Exhibit 4.1 to the Company's Registration Statement on Form 8-A/A filed with the SEC on September 24, 2015 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
|
|
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, 2015 (filed herewith).*
|
|
|
|
10.11
|
|
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, 2015 (filed herewith).*
|
|
|
|
10.12
|
|
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).
|
|
|
|
10.13
|
|
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).
|
|
|
|
10.14
|
|
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).
|
|
|
|
10.15
|
|
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).*
|
|
|
|
10.16
|
|
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).*
|
|
|
|
10.17
|
|
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).*
|
|
|
|
10.18
|
|
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 as Exhibit 10.20 to the Company's Annual Report on Form 10-K filed with the SEC on September 14, 2015 and incorporated herein by reference).*
|
|
|
|
10.21
|
|
Employment Agreement, dated as of September 25, 2015, by and between Farmer Bros. Co. and Isaac N. Johnston Jr. (filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on September 29, 2015 and incorporated herein by reference).*
|
|
|
|
10.22
|
|
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).*
|
|
|
|
10.23
|
|
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).*
|
|
|
|
10.24
|
|
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).*
|
|
|
|
10.25
|
|
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).*
|
|
|
|
10.26
|
|
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).*
|
|
|
|
10.27
|
|
Form of Farmer Bros. Co. 2007 Omnibus Plan Stock Option Grant Notice and Stock Option Agreement (filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on April 4, 2013 and incorporated herein by reference).*
|
|
|
|
10.28
|
|
Form of Farmer Bros. Co. Amended and Restated 2007 Long-Term Incentive Plan Stock Option Grant Notice and Stock Option Agreement (filed as Exhibit 10.2 to the Company's Current Report on Form 8-K filed with the SEC on December 18, 2013 and incorporated herein by reference).*
|
|
|
|
10.29
|
|
Form of Farmer Bros. Co. 2007 Omnibus Plan Restricted Stock Award Grant Notice and Restricted Stock Award Agreement (filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on April 4, 2013 and incorporated herein by reference).*
|
|
|
|
10.30
|
|
Form of Farmer Bros. Co. Amended and Restated 2007 Long-Term Incentive Plan Restricted Stock Award Grant Notice and Restricted Stock Award Agreement (filed as Exhibit 10.3 to the Company's Current Report on Form 8-K filed with the SEC on December 18, 2013 and incorporated herein by reference).*
|
|
|
|
10.31
|
|
Stock Ownership Guidelines for Directors and Executive Officers (filed as Exhibit 10.32 to the Company's Quarterly Report on Form 10-Q filed with the SEC on November 10, 2014 and incorporated herein by reference).*
|
|
|
|
10.32
|
|
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 September 29, 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 September 29, 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).
|
|
|
|
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 September 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, and (v) Notes to Consolidated Financial Statements (furnished herewith).
|
*
|
Management contract or compensatory plan or arrangement.
|
(a)
|
A Member shall be fully vested in, and have a nonforfeitable right to, his/her Account upon completion of five years of Vesting Service. Notwithstanding the foregoing, a Member who is actively employed by the Employer or an Affiliate on or after January 1, 2016, shall be fully vested in, and have a nonforfeitable right to, his/her Account upon completion of three years of Vesting Service;
|
(b)
|
Notwithstanding the foregoing, a Member shall be fully vested in, and have a nonforfeitable right to, his/her Account upon death, Disability, or the later of the attainment of his/her 55
th
birthday or the tenth anniversary of the date he/she becomes a Member; and
|
(c)
|
Notwithstanding the foregoing, any Member (1) whose Severance Date occurs on or after January 1, 2015, in connection with the Company’s closure of its corporate headquarters and manufacturing/distribution facilities located in Torrance, California, and (2) who works with the Company at the Torrance location until his/her expected termination date, shall be fully vested in, and have a nonforfeitable right to, his/her Account as of his/her Severance Date.”
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____/s/ Mark J. Nelson______________
Title: _
Treasurer and CFO____________
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/s/ Thomas J. Mattei, Jr.
Title:
_General Counsel ____
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____/s/ Rene E. Peth
_______________
Title: V.P., Corporate Controller________
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________________________________
Title: ____________________________
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(a)
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A Member shall be fully vested in, and have a nonforfeitable right to, his/her Account upon completion of five years of Vesting Service;
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(b)
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A Member shall be fully vested in, and have a nonforfeitable right to, his/her Account upon death, Disability, or the later of the attainment of his/her 55
th
birthday or the tenth anniversary of the date he/she becomes a Member;
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(c)
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A Member (1) whose Severance Date occurs on or after January 1, 2015, in connection with the Company’s closure of its corporate headquarters and manufacturing/distribution facilities located in Torrance, California, and (2) who works with the Company until the termination date for the Member set by the Company, shall be fully vested in, and have a nonforfeitable right to, his/her Account as of his/her Severance Date; and
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(d)
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A Member (1) whose Severance Date occurs on or after January 1, 2015, in connection with a reduction-in-force at a Company facility which reduction-in-force has been designated by the Committee as eligible for the accelerated vesting provided under this Section 6.01(d), (2) for whom such reduction-in-force is the sole cause of his/her termination of employment, and (3) who works at such facility until the termination date for the Member set by the Company, shall be fully vested in, and have a nonforfeitable right to, his/her Account as of his/her Severance Date.”
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/s/ Marti Gonzalez_____ ____
Title:
V.P. Human Resources
_____
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/s/_Rene E. Peth________________
Title:
V.P. Corporate Controller
_______
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|
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/s/ Mark J. Nelson____________
Title:
Treasurer & CFO
___________
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/s/ Thomas J. Mattei, Jr.__________
Title: General Counsel_____________
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/
S
/ MICHAEL H. KEOWN
|
Michael H. Keown
President and Chief Executive Officer
(principal executive officer)
|
|
/
S
/ ISAAC N. JOHNSTON, JR.
|
Isaac N. Johnston, Jr.
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
/ ISAAC N. JOHNSTON, JR.
|
Isaac N. Johnston, Jr.
Treasurer and Chief Financial Officer
(principal accounting and financial officer)
|