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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Consolidated Balance Sheets at September 30, 2016 and June 30, 2016
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Consolidated Statements of Operations for the Three Months Ended September 30, 2016 and 2015
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Consolidated Statements of Comprehensive Income (Loss) for the Three Months Ended September 30, 2016 and 2015
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Consolidated Statements of Cash Flows for the Three Months Ended September 30, 2016 and 2015
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September 30, 2016
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June 30,
2016
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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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16,502
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$
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21,095
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Short-term investments
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26,017
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25,591
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Accounts and notes receivable, net
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46,914
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44,364
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Inventories
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51,102
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46,378
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Income tax receivable
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254
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247
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Short-term derivative assets
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3,688
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3,954
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Prepaid expenses
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4,210
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4,557
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Assets held for sale
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7,083
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7,179
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Total current assets
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155,770
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153,365
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Property, plant and equipment, net
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140,674
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118,416
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Goodwill and intangible assets, net
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6,441
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6,491
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Other assets
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7,781
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9,933
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Deferred income taxes
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79,299
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80,786
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Total assets
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$
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389,965
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$
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368,991
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LIABILITIES AND STOCKHOLDERS’ EQUITY
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||||
Current liabilities:
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||||
Accounts payable
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34,837
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23,919
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Accrued payroll expenses
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16,499
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24,540
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Short-term borrowings under revolving credit facility
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200
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109
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Short-term obligations under capital leases
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1,261
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1,323
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Sale-leaseback financing obligation
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42,765
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—
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Other current liabilities
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8,042
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6,946
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Total current liabilities
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103,604
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56,837
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Accrued pension liabilities
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67,522
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68,047
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Accrued postretirement benefits
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20,615
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20,808
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Accrued workers’ compensation liabilities
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11,459
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11,459
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Other long-term liabilities-capital leases
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699
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1,036
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Other long-term liabilities
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100
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28,210
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Total liabilities
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$
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203,999
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$
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186,397
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Commitments and contingencies (Note 18)
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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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Common stock, $1.00 par value, 25,000,000 shares authorized; 16,793,561 and 16,781,561 shares issued and outstanding at September 30, 2016 and June 30, 2016, respectively
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16,794
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16,782
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Additional paid-in capital
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40,109
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39,096
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Retained earnings
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198,400
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196,782
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Unearned ESOP shares
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(6,434
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)
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(6,434
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)
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Accumulated other comprehensive loss
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(62,903
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)
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(63,632
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)
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Total stockholders’ equity
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$
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185,966
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$
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182,594
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Total liabilities and stockholders’ equity
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$
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389,965
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$
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368,991
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Three Months Ended September 30,
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||||||
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2016
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2015
|
||||
Net sales
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$
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130,488
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$
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133,445
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Cost of goods sold
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79,290
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82,866
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Gross profit
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51,198
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50,579
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Selling expenses
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38,438
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36,441
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General and administrative expenses
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8,936
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9,465
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Restructuring and other transition expenses
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3,030
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5,450
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Net gains from sale of Spice Assets
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(158
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)
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—
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Net gains from sales of assets
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(1,553
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)
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(214
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)
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Operating expenses
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48,693
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51,142
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Income (loss) from operations
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2,505
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(563
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)
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Other income (expense):
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Dividend income
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265
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293
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Interest income
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129
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104
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|
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Interest expense
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(389
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)
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(121
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)
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Other, net
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191
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(875
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)
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Total other income (expense)
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196
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(599
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)
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Income (loss) before taxes
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2,701
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(1,162
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)
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Income tax expense (benefit)
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1,083
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(88
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)
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Net income (loss)
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$
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1,618
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$
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(1,074
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)
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Net income (loss) per common share—basic
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$
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0.10
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$
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(0.07
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)
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Net income (loss) per common share—diluted
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$
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0.10
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$
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(0.07
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)
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Weighted average common shares outstanding—basic
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16,562,984
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16,269,368
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Weighted average common shares outstanding—diluted
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16,684,319
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16,269,368
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Three Months Ended September 30,
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||||||
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2016
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2015
|
||||
Net income (loss)
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$
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1,618
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$
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(1,074
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)
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Other comprehensive income (loss), net of tax:
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||||
Unrealized gains (losses) on derivative instruments designated as cash flow hedges
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444
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(4,640
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)
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Losses on derivative instruments designated as cash flow hedges reclassified to cost of goods sold
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285
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4,968
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Total comprehensive income (loss), net of tax
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$
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2,347
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$
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(746
|
)
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FARMER BROS. CO.
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|||||||
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
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|||||||
(In thousands)
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|||||||
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Three Months Ended September 30,
|
||||||
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2016
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2015
|
||||
Cash flows from operating activities:
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|
||||
Net income (loss)
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$
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1,618
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$
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(1,074
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)
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Adjustments to reconcile net income (loss) to net cash provided by operating activities:
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|||||
Depreciation and amortization
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5,008
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5,295
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Provision for doubtful accounts
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507
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44
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|
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Interest on sale-leaseback financing obligation
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310
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—
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|
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Restructuring and other transition expenses, net of payments
|
869
|
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2,889
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|
||
Deferred income taxes
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1,488
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(19
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)
|
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Net gains from sales of assets
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(1,711
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)
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(214
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)
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ESOP and share-based compensation expense
|
942
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1,229
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Net losses on derivative instruments and investments
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282
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5,839
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|
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Change in operating assets and liabilities:
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|
|
|
||||
Restricted cash
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—
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|
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(272
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)
|
||
Purchases of trading securities held for investment
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(1,466
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)
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(518
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)
|
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Proceeds from sales of trading securities held for investment
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1,259
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|
1,202
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|
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Accounts and notes receivable
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(3,100
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)
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(1,805
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)
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Inventories
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(4,724
|
)
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(6,446
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)
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Income tax receivable
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(7
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)
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(262
|
)
|
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Derivative assets (liabilities), net
|
2,783
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|
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(5,094
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)
|
||
Prepaid expenses and other assets
|
195
|
|
|
966
|
|
||
Accounts payable
|
7,343
|
|
|
11,493
|
|
||
Accrued payroll expenses and other current liabilities
|
(7,057
|
)
|
|
(1,514
|
)
|
||
Accrued postretirement benefits
|
(192
|
)
|
|
34
|
|
||
Other long-term liabilities
|
(525
|
)
|
|
(365
|
)
|
||
Net cash provided by operating activities
|
$
|
3,822
|
|
|
$
|
11,408
|
|
Cash flows from investing activities:
|
|
|
|
||||
Purchases of property, plant and equipment
|
(10,196
|
)
|
|
(3,781
|
)
|
||
Purchases of construction-in-progress assets for New Facility
|
(14,354
|
)
|
|
—
|
|
||
Proceeds from sales of property, plant and equipment
|
2,014
|
|
|
538
|
|
||
Net cash used in investing activities
|
$
|
(22,536
|
)
|
|
$
|
(3,243
|
)
|
Cash flows from financing activities:
|
|
|
|
||||
Proceeds from revolving credit facility
|
$
|
91
|
|
|
$
|
—
|
|
Repayments on revolving credit facility
|
—
|
|
|
(28
|
)
|
||
Proceeds from sale-leaseback financing obligation
|
42,455
|
|
|
—
|
|
||
Proceeds from New Facility lease financing
|
7,662
|
|
|
—
|
|
||
Repayments of New Facility lease financing
|
(35,772
|
)
|
|
—
|
|
||
Payments of capital lease obligations
|
(399
|
)
|
|
(865
|
)
|
||
Payment of financing costs
|
—
|
|
|
(8
|
)
|
||
Proceeds from stock option exercises
|
84
|
|
|
341
|
|
||
Net cash provided by (used in) financing activities
|
$
|
14,121
|
|
|
$
|
(560
|
)
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(continued on next page)
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FARMER BROS. CO.
|
|||||||
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
|
|||||||
(In thousands)
|
|||||||
|
Three Months Ended September 30,
|
||||||
|
2016
|
|
2015
|
||||
Net (decrease) increase in cash and cash equivalents
|
$
|
(4,593
|
)
|
|
$
|
7,605
|
|
Cash and cash equivalents at beginning of period
|
21,095
|
|
|
15,160
|
|
||
Cash and cash equivalents at end of period
|
$
|
16,502
|
|
|
$
|
22,765
|
|
Buildings and facilities
|
10 to 30 years
|
Machinery and equipment
|
3 to 10 years
|
Equipment under capital leases
|
Term of lease
|
Office furniture and equipment
|
5 to 7 years
|
Capitalized software
|
3 to 5 years
|
(In thousands)
|
|
Balances,
June 30, 2016
|
|
Additions
|
|
Payments
|
|
Non-Cash Settled
|
|
Adjustments
|
|
Balances,
September 30, 2016
|
||||||||||||
Employee-related costs(1)
|
|
$
|
2,342
|
|
|
$
|
400
|
|
|
$
|
1,146
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,596
|
|
Facility-related costs(2)
|
|
—
|
|
|
2,194
|
|
|
579
|
|
|
757
|
|
|
—
|
|
|
858
|
|
||||||
Other(3)
|
|
200
|
|
|
436
|
|
|
636
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total(2)
|
|
$
|
2,542
|
|
|
$
|
3,030
|
|
|
$
|
2,361
|
|
|
$
|
757
|
|
|
$
|
—
|
|
|
$
|
2,454
|
|
Current portion
|
|
$
|
2,542
|
|
|
|
|
|
|
|
|
|
|
$
|
2,454
|
|
||||||||
Non-current portion
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
$
|
—
|
|
||||||||
Total
|
|
$
|
2,542
|
|
|
|
|
|
|
|
|
|
|
$
|
2,454
|
|
(In thousands)
|
Balances,
June 30, 2014
|
|
Additions
|
|
Payments
|
|
Non-Cash Settled
|
|
Adjustments
|
|
Balances,
September 30, 2016
|
||||||||||||
Employee-related costs(1)
|
$
|
—
|
|
|
$
|
16,643
|
|
|
$
|
15,047
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,596
|
|
Facility-related costs(2)
|
—
|
|
|
6,535
|
|
|
3,664
|
|
|
2,013
|
|
|
—
|
|
|
858
|
|
||||||
Other(3)
|
—
|
|
|
6,817
|
|
|
6,817
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total(2)
|
$
|
—
|
|
|
$
|
29,995
|
|
|
$
|
25,528
|
|
|
$
|
2,013
|
|
|
$
|
—
|
|
|
$
|
2,454
|
|
(In thousands)
|
|
September 30, 2016
|
|
June 30, 2016
|
||
Derivative instruments designated as cash flow hedges:
|
|
|
|
|
||
Long coffee pounds
|
|
14,288
|
|
|
32,550
|
|
Derivative instruments not designated as cash flow hedges:
|
|
|
|
|
||
Long coffee pounds
|
|
1,537
|
|
|
1,618
|
|
Less: Short coffee pounds
|
|
(375
|
)
|
|
(188
|
)
|
Total
|
|
15,450
|
|
|
33,980
|
|
|
|
Derivative Instruments
Designated as Cash Flow Hedges
|
|
Derivative Instruments Not Designated as Accounting Hedges
|
||||||||||||
|
|
September 30, 2016
|
|
June 30, 2016
|
|
September 30, 2016
|
|
June 30, 2016
|
||||||||
(In thousands)
|
|
|
|
|
|
|
|
|
||||||||
Financial Statement Location:
|
|
|
|
|
|
|
|
|
||||||||
Short-term derivative assets:
|
|
|
|
|
|
|
|
|
||||||||
Coffee-related derivative instruments
|
|
$
|
3,565
|
|
|
$
|
3,771
|
|
|
$
|
123
|
|
|
$
|
183
|
|
Long-term derivative assets(1):
|
|
|
|
|
|
|
|
|
||||||||
Coffee-related derivative instruments
|
|
$
|
343
|
|
|
$
|
2,575
|
|
|
$
|
—
|
|
|
$
|
57
|
|
|
|
Three Months Ended September 30,
|
|
Financial Statement Classification
|
||||||
(In thousands)
|
|
2016
|
|
2015
|
|
|||||
Net gains (losses) recognized in accumulated other comprehensive income (loss) (effective portion)
|
|
$
|
726
|
|
|
$
|
(4,640
|
)
|
|
AOCI
|
Net losses recognized in earnings (effective portion)
|
|
$
|
(466
|
)
|
|
$
|
(4,968
|
)
|
|
Costs of goods sold
|
Net gains (losses) recognized in earnings (ineffective portion)
|
|
$
|
13
|
|
|
$
|
(356
|
)
|
|
Other, net
|
|
|
Three Months Ended September 30,
|
||||||
(In thousands)
|
|
2016
|
|
2015
|
||||
Net losses on coffee-related derivative instruments
|
|
$
|
(35
|
)
|
|
$
|
(727
|
)
|
Net gains (losses) on investments
|
|
227
|
|
|
(147
|
)
|
||
Net gains (losses) on derivative instruments and investments(1)
|
|
192
|
|
|
(874
|
)
|
||
Other losses, net
|
|
(1
|
)
|
|
(1
|
)
|
||
Other, net
|
|
$
|
191
|
|
|
$
|
(875
|
)
|
(In thousands)
|
|
|
|
Gross Amount Reported on Balance Sheet
|
|
Netting Adjustments
|
|
Cash Collateral Posted
|
|
Net Exposure
|
||||||||
September 30, 2016
|
|
Derivative Assets
|
|
$
|
4,031
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,031
|
|
June 30, 2016
|
|
Derivative Assets
|
|
$
|
6,586
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6,586
|
|
|
|
Three Months Ended September 30,
|
||||||
(In thousands)
|
|
2016
|
|
2015
|
||||
Total gains (losses) recognized from trading securities held for investment
|
|
$
|
227
|
|
|
$
|
(147
|
)
|
Less: Realized losses from sales of trading securities held for investment
|
|
(2
|
)
|
|
(1
|
)
|
||
Unrealized gains (losses) from trading securities held for investment
|
|
$
|
229
|
|
|
$
|
(146
|
)
|
(In thousands)
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
September 30, 2016
|
|
|
|
|
|
|
|
|
||||||||
Preferred stock(1)
|
|
$
|
26,017
|
|
|
$
|
23,114
|
|
|
$
|
2,903
|
|
|
$
|
—
|
|
Derivative instruments designated as cash flow hedges:
|
|
|
|
|
|
|
|
|
||||||||
Coffee-related derivative assets(2)
|
|
$
|
3,908
|
|
|
$
|
—
|
|
|
$
|
3,908
|
|
|
$
|
—
|
|
Derivative instruments not designated as accounting hedges:
|
|
|
|
|
|
|
|
|
||||||||
Coffee-related derivative assets(2)
|
|
$
|
123
|
|
|
$
|
—
|
|
|
$
|
123
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
June 30, 2016
|
|
|
|
|
|
|
|
|
||||||||
Preferred stock(1)
|
|
$
|
25,591
|
|
|
$
|
21,976
|
|
|
$
|
3,615
|
|
|
$
|
—
|
|
Derivative instruments designated as cash flow hedges:
|
|
|
|
|
|
|
|
|
||||||||
Coffee-related derivative assets(2)
|
|
$
|
6,346
|
|
|
$
|
—
|
|
|
$
|
6,346
|
|
|
$
|
—
|
|
Derivative instruments not designated as accounting hedges:
|
|
|
|
|
|
|
|
|
||||||||
Coffee-related derivative assets(2)
|
|
$
|
240
|
|
|
$
|
—
|
|
|
$
|
240
|
|
|
$
|
—
|
|
(1)
|
Included in “Short-term investments” on the Company's consolidated balance sheets.
|
(2)
|
The Company's coffee derivative instruments are traded over-the-counter and, therefore, classified as Level 2.
|
|
|
September 30, 2016
|
|
June 30, 2016
|
||||
(In thousands)
|
|
|
|
|
||||
Trade receivables
|
|
$
|
43,738
|
|
|
$
|
43,113
|
|
Other receivables(1)
|
|
4,396
|
|
|
1,965
|
|
||
Allowance for doubtful accounts
|
|
(1,220
|
)
|
|
(714
|
)
|
||
Accounts and notes receivable, net
|
|
$
|
46,914
|
|
|
$
|
44,364
|
|
(In thousands)
|
|
September 30, 2016
|
|
June 30, 2016
|
||||
Coffee
|
|
|
|
|
||||
Processed
|
|
$
|
11,739
|
|
|
$
|
12,362
|
|
Unprocessed
|
|
20,409
|
|
|
13,534
|
|
||
Total
|
|
$
|
32,148
|
|
|
$
|
25,896
|
|
Tea and culinary products
|
|
|
|
|
||||
Processed
|
|
$
|
14,493
|
|
|
$
|
15,384
|
|
Unprocessed
|
|
52
|
|
|
377
|
|
||
Total
|
|
$
|
14,545
|
|
|
$
|
15,761
|
|
Coffee brewing equipment parts
|
|
$
|
4,409
|
|
|
$
|
4,721
|
|
Total inventories
|
|
$
|
51,102
|
|
|
$
|
46,378
|
|
|
|
Three Months Ended
September 30, |
||||||
|
|
2016
|
|
2015
|
||||
(In thousands)
|
|
|
||||||
Service cost
|
|
$
|
124
|
|
|
$
|
97
|
|
Interest cost
|
|
1,397
|
|
|
1,546
|
|
||
Expected return on plan assets
|
|
(1,607
|
)
|
|
(1,710
|
)
|
||
Amortization of net loss(1)
|
|
508
|
|
|
370
|
|
||
Net periodic benefit cost
|
|
$
|
422
|
|
|
$
|
303
|
|
|
Fiscal
|
||
|
2017
|
|
2016
|
Discount rate
|
3.55%
|
|
4.40%
|
Expected long-term rate of return on plan assets
|
7.75%
|
|
7.50%
|
|
|
Three Months Ended
September 30, |
||||||
|
|
2016
|
|
2015
|
||||
(In thousands)
|
|
|
|
|
||||
Service cost
|
|
$
|
190
|
|
|
$
|
347
|
|
Interest cost
|
|
207
|
|
|
299
|
|
||
Amortization of net gain
|
|
(157
|
)
|
|
(49
|
)
|
||
Amortization of net prior service credit
|
|
(439
|
)
|
|
(439
|
)
|
||
Net periodic postretirement benefit (credit) cost
|
|
$
|
(199
|
)
|
|
$
|
158
|
|
|
Fiscal
|
||
|
2017
|
|
2016
|
Retiree Medical Plan discount rate
|
3.73%
|
|
4.69%
|
Death Benefit discount rate
|
3.79%
|
|
4.74%
|
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, 2016
|
|
219,629
|
|
|
13.87
|
|
6.28
|
|
3.7
|
|
3,995
|
|
Granted
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
Exercised
|
|
(12,000
|
)
|
|
6.96
|
|
3.44
|
|
—
|
|
318
|
|
Cancelled/Forfeited
|
|
(3,278
|
)
|
|
14.60
|
|
6.02
|
|
—
|
|
—
|
|
Outstanding at September 30, 2016
|
|
204,351
|
|
|
14.26
|
|
6.45
|
|
3.5
|
|
4,350
|
|
Vested and exercisable, September 30, 2016
|
|
166,147
|
|
|
11.33
|
|
5.25
|
|
3.0
|
|
4,025
|
|
Vested and expected to vest, September 30, 2016
|
|
202,333
|
|
|
14.13
|
|
6.39
|
|
3.5
|
|
4,333
|
|
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, 2016
|
|
288,599
|
|
|
25.83
|
|
10.82
|
|
5.7
|
|
1,798
|
|
|
Granted
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
Exercised
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
Cancelled/Forfeited
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
Outstanding at September 30, 2016
|
|
288,599
|
|
|
25.83
|
|
10.82
|
|
5.5
|
|
2,805
|
|
|
Vested and exercisable, September 30, 2016
|
|
48,132
|
|
|
22.52
|
|
10.31
|
|
4.9
|
|
627
|
|
|
Vested and expected to vest, September 30, 2016
|
|
277,923
|
|
|
25.76
|
|
10.81
|
|
5.5
|
|
2,722
|
|
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, 2016
|
|
23,792
|
|
|
26.00
|
|
|
1.8
|
|
763
|
|
Granted
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
Exercised/Released
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
Cancelled/Forfeited
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
Outstanding at September 30, 2016
|
|
23,792
|
|
|
26.00
|
|
|
1.6
|
|
846
|
|
Expected to vest, September 30, 2016
|
|
22,485
|
|
|
25.92
|
|
|
1.6
|
|
799
|
|
|
|
September 30, 2016
|
|
June 30, 2016
|
|
|||
(In thousands)
|
|
|
|
|
||||
New Facility lease obligation(1)
|
|
$
|
—
|
|
|
$
|
28,110
|
|
Earnout payable—RLC acquisition(2)
|
|
100
|
|
|
100
|
|
||
Other long-term liabilities
|
|
$
|
100
|
|
|
$
|
28,210
|
|
|
|
Three Months Ended September 30,
|
||||||
(In thousands, except share and per share amounts)
|
|
2016
|
|
2015
|
||||
Net income (loss) attributable to common stockholders—basic
|
|
$
|
1,615
|
|
|
$
|
(1,071
|
)
|
Net income (loss) attributable to nonvested restricted stockholders
|
|
3
|
|
|
(3
|
)
|
||
Net income (loss)
|
|
$
|
1,618
|
|
|
$
|
(1,074
|
)
|
|
|
|
|
|
||||
Weighted average common shares outstanding—basic
|
|
16,562,984
|
|
|
16,269,368
|
|
||
Effect of dilutive securities:
|
|
|
|
|
||||
Shares issuable under stock options
|
|
121,335
|
|
|
—
|
|
||
Weighted average common shares outstanding—diluted
|
|
16,684,319
|
|
|
16,269,368
|
|
||
Net income (loss) per common share—basic
|
|
$
|
0.10
|
|
|
$
|
(0.07
|
)
|
Net income (loss) per common share—diluted
|
|
$
|
0.10
|
|
|
$
|
(0.07
|
)
|
|
|
Contractual Obligations
|
||||||||||||||||||||||||||
(In thousands)
|
|
Capital Lease
Obligations
|
|
Operating
Lease
Obligations
|
|
New Facility Construction Contract (1)
|
|
Pension Plan
Obligations
|
|
Postretirement
Benefits Other
Than Pension Plans
|
|
Revolving Credit Facility
|
|
Purchase Commitments (2)
|
||||||||||||||
Nine months ending June 30,
2017
|
|
$
|
988
|
|
|
$
|
3,052
|
|
|
$
|
14,435
|
|
|
$
|
6,056
|
|
|
$
|
810
|
|
|
$
|
200
|
|
|
$
|
78,385
|
|
Year Ending June 30,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
2018
|
|
$
|
881
|
|
|
$
|
3,620
|
|
|
$
|
—
|
|
|
$
|
8,304
|
|
|
$
|
1,102
|
|
|
$
|
—
|
|
|
$
|
496
|
|
2019
|
|
$
|
126
|
|
|
$
|
2,817
|
|
|
$
|
—
|
|
|
$
|
8,554
|
|
|
$
|
1,143
|
|
|
$
|
—
|
|
|
$
|
—
|
|
2020
|
|
$
|
51
|
|
|
$
|
1,360
|
|
|
$
|
—
|
|
|
$
|
8,844
|
|
|
$
|
1,176
|
|
|
$
|
—
|
|
|
$
|
—
|
|
2021
|
|
$
|
4
|
|
|
$
|
441
|
|
|
$
|
—
|
|
|
$
|
9,074
|
|
|
$
|
1,210
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Thereafter
|
|
$
|
—
|
|
|
$
|
61
|
|
|
$
|
—
|
|
|
$
|
47,099
|
|
|
$
|
6,246
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
$
|
11,351
|
|
|
$
|
14,435
|
|
|
$
|
87,931
|
|
|
$
|
11,687
|
|
|
$
|
200
|
|
|
$
|
78,881
|
|
||
Total minimum lease payments
|
|
$
|
2,050
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Less: imputed interest
(0.82% to 10.7%)
|
|
$
|
(90
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Present value of future minimum lease payments
|
|
$
|
1,960
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Less: current portion
|
|
$
|
1,261
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Long-term capital lease obligations
|
|
$
|
699
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item 7.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
Event
|
|
Date
|
Announced Corporate Relocation Plan
|
|
Q3 fiscal 2015
|
Transitioned coffee processing and packaging from Torrance production facility
and consolidated them with Houston and Portland production facilities
|
|
Q4 fiscal 2015
|
Moved Houston distribution operations to Oklahoma City distribution center
|
|
Q4 fiscal 2015
|
Entered into the lease agreement and development management agreement for New Facility
|
|
Q1 fiscal 2016
|
Commenced construction of New Facility
|
|
Q1 fiscal 2016
|
Transitioned primary administrative offices from Torrance to temporary leased offices in Fort Worth, Texas
|
|
Q1-Q2 fiscal 2016
|
Sold Spice Assets to Harris
|
|
Q2 fiscal 2016
|
Principal design work completed on New Facility
|
|
Q3 fiscal 2016
|
Completed transition services to Harris and ceased spice processing and packaging at Torrance Facility
|
|
Q4 fiscal 2016
|
Entered into purchase and sale agreement to sell Torrance Facility
|
|
Q4 fiscal 2016
|
Exercised purchase option on New Facility
|
|
Q4 fiscal 2016
|
Closed sale of Torrance Facility
|
|
Q1 fiscal 2017
|
Closed purchase option for New Facility
|
|
Q1 fiscal 2017
|
Entered into amended building contract with The Haskell Company
|
|
Q1 fiscal 2017
|
Exit from Torrance Facility
|
|
Estimated Q2 fiscal 2017
|
Completion of construction and relocation to New Facility
|
|
Estimated Q3 fiscal 2017
|
•
|
Gross profit increased
1.2%
to
$51.2 million
in the three months ended September 30, 2016 from
$50.6 million
in the three months ended September 30, 2015.
|
•
|
Gross margin increased to
39.2%
in the three months ended September 30, 2016 from
37.9%
in the three months ended September 30, 2015.
|
•
|
Income from operations was
$2.5 million
in the three months ended September 30, 2016 as compared to a loss from operations of
$(0.6) million
in the three months ended September 30, 2015.
|
•
|
Net income was
$1.6 million
, or
$0.10
per diluted common share, in the three months ended September 30, 2016, compared to a net loss of
$(1.1) million
, or
$(0.07)
per common share, in the three months ended September 30, 2015.
|
(In millions)
|
Three Months Ended
September 30,
2016 vs. 2015
|
||
Effect of change in unit sales
|
$
|
1.7
|
|
Effect of pricing and product mix changes
|
(4.7
|
)
|
|
Total decrease in net sales
|
$
|
(3.0
|
)
|
|
|
Three Months Ended September 30,
|
||||||||||||
|
|
2016
|
|
2015
|
||||||||||
(In thousands)
|
|
$
|
|
% of total
|
|
$
|
|
% of total
|
||||||
Net Sales by Product Category:
|
|
|
|
|
|
|
|
|
||||||
Coffee (Roast & Ground)
|
|
$
|
81,342
|
|
|
62
|
%
|
|
$
|
82,029
|
|
|
62
|
%
|
Coffee (Frozen Liquid)
|
|
7,911
|
|
|
6
|
%
|
|
8,679
|
|
|
6
|
%
|
||
Tea (Iced & Hot)
|
|
6,368
|
|
|
5
|
%
|
|
6,231
|
|
|
5
|
%
|
||
Culinary
|
|
13,810
|
|
|
11
|
%
|
|
13,277
|
|
|
10
|
%
|
||
Spice
|
|
6,389
|
|
|
5
|
%
|
|
8,702
|
|
|
6
|
%
|
||
Other beverages(1)
|
|
13,908
|
|
|
11
|
%
|
|
13,657
|
|
|
10
|
%
|
||
Net sales by product category
|
|
129,728
|
|
|
99
|
%
|
|
132,575
|
|
|
99
|
%
|
||
Fuel surcharge
|
|
760
|
|
|
1
|
%
|
|
870
|
|
|
1
|
%
|
||
Net sales
|
|
$
|
130,488
|
|
|
100
|
%
|
|
$
|
133,445
|
|
|
100
|
%
|
•
|
restructuring and other transition expenses;
|
•
|
net gains and losses from sales of assets;
|
•
|
non-cash income tax benefit, including the release of valuation allowance on deferred tax assets;
|
•
|
non-recurring proxy contest-related expenses; and
|
•
|
non-cash interest expense accrued on the Torrance Facility sale-leaseback financing obligation;
|
•
|
income taxes on non-GAAP adjustments.
|
•
|
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;
|
•
|
net gains and losses from sales of assets; and
|
•
|
non-recurring 2016 proxy contest-related expenses.
|
|
|
Three Months Ended September 30,
|
||||||
(In thousands)
|
|
2016
|
|
2015
|
||||
Net income (loss), as reported
|
|
$
|
1,618
|
|
|
$
|
(1,074
|
)
|
Restructuring and other transition expenses
|
|
3,030
|
|
|
5,450
|
|
||
Net gains from sale of Spice Assets
|
|
(158
|
)
|
|
—
|
|
||
Net gains from sales of assets
|
|
(1,553
|
)
|
|
(214
|
)
|
||
Non-recurring proxy contest-related expenses
|
|
1,270
|
|
|
—
|
|
||
Interest expense on sale-leaseback financing obligation
|
|
310
|
|
|
—
|
|
||
Income tax expense on non-GAAP adjustments
|
|
(1,131
|
)
|
|
—
|
|
||
Non-GAAP net income
|
|
$
|
3,386
|
|
|
$
|
4,162
|
|
|
|
|
|
|
||||
Net income (loss) per common share—diluted, as reported
|
|
$
|
0.10
|
|
|
$
|
(0.07
|
)
|
Impact of restructuring and other transition expenses
|
|
$
|
0.18
|
|
|
$
|
0.33
|
|
Impact of net gains from sale of Spice Assets
|
|
$
|
(0.01
|
)
|
|
$
|
—
|
|
Impact of net gains from sales of assets
|
|
$
|
(0.09
|
)
|
|
$
|
(0.01
|
)
|
Impact of non-recurring proxy contest-related expenses
|
|
$
|
0.08
|
|
|
$
|
—
|
|
Impact of interest expense on sale-leaseback financing obligation
|
|
$
|
0.02
|
|
|
$
|
—
|
|
Impact of income tax expense on non-GAAP adjustments
|
|
$
|
(0.07
|
)
|
|
$
|
—
|
|
Non-GAAP net income per diluted common share
|
|
$
|
0.21
|
|
|
$
|
0.25
|
|
|
|
Three Months Ended September 30,
|
||||||
(In thousands)
|
|
2016
|
|
2015
|
||||
Net income (loss), as reported
|
|
$
|
1,618
|
|
|
$
|
(1,074
|
)
|
Income tax expense (benefit)
|
|
1,083
|
|
|
(88
|
)
|
||
Interest expense
|
|
389
|
|
|
121
|
|
||
Depreciation and amortization expense
|
|
5,008
|
|
|
5,295
|
|
||
ESOP and share-based compensation expense
|
|
942
|
|
|
1,229
|
|
||
Restructuring and other transition expenses
|
|
3,030
|
|
|
5,450
|
|
||
Net gains from sale of Spice Assets
|
|
(158
|
)
|
|
—
|
|
||
Net gains from sales of assets
|
|
(1,553
|
)
|
|
(214
|
)
|
||
Non-recurring proxy contest-related expenses
|
|
1,270
|
|
|
—
|
|
||
Adjusted EBITDA
|
|
$
|
11,629
|
|
|
$
|
10,719
|
|
Adjusted EBITDA Margin
|
|
8.9
|
%
|
|
8.0
|
%
|
|
|
Expenditures incurred
|
|
Budget
|
||||||||||||||||
(In thousands)
|
|
Three Months Ended September 30, 2016
|
|
Through Fiscal Year Ended June 30, 2016
|
|
Total
|
|
Lower bound
|
|
Upper bound
|
||||||||||
Building and facilities, including land
|
|
$
|
14,429
|
|
|
$
|
28,110
|
|
|
$
|
42,539
|
|
|
$
|
55,000
|
|
|
$
|
60,000
|
|
Machinery and equipment; furniture and fixtures
|
|
6,886
|
|
|
5,853
|
|
|
12,739
|
|
|
35,000
|
|
|
39,000
|
|
|||||
Total
|
|
$
|
21,315
|
|
|
$
|
33,963
|
|
|
$
|
55,278
|
|
|
$
|
90,000
|
|
|
$
|
99,000
|
|
|
|
Three Months Ended September 30,
|
||||||
(In thousands)
|
|
2016
|
|
2015
|
||||
Coffee brewing equipment
|
|
$
|
3,157
|
|
|
$
|
1,603
|
|
Building and facilities
|
|
—
|
|
|
883
|
|
||
Vehicles, machinery and equipment
|
|
49
|
|
|
795
|
|
||
Software, office furniture and equipment
|
|
29
|
|
|
500
|
|
||
Total Capital Expenditures Excluding New Facility
|
|
$
|
3,235
|
|
|
$
|
3,781
|
|
New Facility:
|
|
|
|
|
||||
Building and facilities, including land
|
|
$
|
14,429
|
|
|
$
|
—
|
|
Vehicles, machinery and equipment
|
|
4,910
|
|
|
—
|
|
||
Software, office furniture and equipment
|
|
1,976
|
|
|
—
|
|
||
Total capital expenditures
|
|
$
|
24,550
|
|
|
$
|
3,781
|
|
|
|
September 30, 2016
|
|
June 30, 2016
|
||||
(In thousands)
|
|
|
|
|
||||
Current assets
|
|
$
|
155,770
|
|
|
$
|
153,365
|
|
Current liabilities(1)
|
|
103,604
|
|
|
56,837
|
|
||
Working capital
|
|
$
|
52,166
|
|
|
$
|
96,528
|
|
|
|
Payment due by period
|
||||||||||||||||||
(In thousands)
|
|
Total
|
|
Less Than
One Year
|
|
1-3
Years
|
|
3-5
Years
|
|
More Than
5 Years
|
||||||||||
Contractual obligations:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating lease obligations
|
|
$
|
11,351
|
|
|
$
|
3,052
|
|
|
$
|
6,437
|
|
|
$
|
1,801
|
|
|
$
|
61
|
|
Building construction contract(1)
|
|
14,800
|
|
|
14,800
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Capital lease obligations(2)
|
|
2,050
|
|
|
988
|
|
|
1,007
|
|
|
55
|
|
|
—
|
|
|||||
Pension plan obligations
|
|
87,931
|
|
|
6,056
|
|
|
16,858
|
|
|
17,918
|
|
|
47,099
|
|
|||||
Postretirement benefits other than
pension plans
|
|
11,687
|
|
|
810
|
|
|
2,245
|
|
|
2,386
|
|
|
6,246
|
|
|||||
Revolving credit facility
|
|
200
|
|
|
200
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Purchase commitments(3)
|
|
78,881
|
|
|
78,385
|
|
|
496
|
|
|
—
|
|
|
—
|
|
|||||
Total contractual obligations
|
|
$
|
206,900
|
|
|
$
|
104,291
|
|
|
$
|
27,043
|
|
|
$
|
22,160
|
|
|
$
|
53,406
|
|
Item 7A.
|
Quantitative and Qualitative Disclosures About Market Risk
|
($ in thousands)
|
|
Market Value of
Preferred
Securities at
September 30, 2016
|
|
Change in Market
Value
|
||||
Interest Rate Changes
|
|
|
||||||
–150 basis points
|
|
$
|
27,064
|
|
|
$
|
1,047
|
|
–100 basis points
|
|
$
|
26,843
|
|
|
$
|
826
|
|
Unchanged
|
|
$
|
26,017
|
|
|
$
|
—
|
|
+100 basis points
|
|
$
|
25,022
|
|
|
$
|
(995
|
)
|
+150 basis points
|
|
$
|
24,540
|
|
|
$
|
(1,477
|
)
|
|
|
Increase (Decrease) to Net Income
|
|
Increase (Decrease) to AOCI
|
||||||||||||
|
|
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)
|
|
$
|
110
|
|
|
$
|
(110
|
)
|
|
$
|
2,256
|
|
|
$
|
(2,256
|
)
|
Item 4.
|
Controls and Procedures
|
PART II - OTHER INFORMATION
|
Item 1A.
|
Risk Factors
|
Item 6.
|
Exhibits
|
|
|
|
|
|
|
|
F
ARMER
B
ROS
. C
O
.
|
||||
|
|
|
|||
|
By:
|
|
/s/Michael H. Keown
|
||
|
|
|
Michael H. Keown
President and Chief Executive Officer (chief executive officer) |
||
|
|
|
November 9, 2016
|
||
|
|
|
|
||
|
By:
|
|
/s/Isaac N. Johnston, Jr.
|
||
|
|
|
Isaac N. Johnston, Jr.
Treasurer and Chief Financial Officer (principal financial and accounting officer) |
||
|
|
|
November 9, 2016
|
2.1
|
|
Asset Purchase Agreement, dated as of November 16, 2015, by and between Farmer Bros. Co. and Harris Spice Company Inc. (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on November 30, 2015 and incorporated herein by reference).*
|
|
|
|
2.2
|
|
Purchase Agreement, dated as of September 9, 2016, among Tea Leaf Acquisition Corp., China Mist Brands, Inc., certain stockholders of China Mist Brands, Inc., for certain limited purposes, Daniel W. Schweiker and John S. Martinson, and Daniel W. Schweiker, in his capacity as the sellers’ representative (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on September 14, 2016 and incorporated herein by reference).*
|
|
|
|
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 Quarterly on Form 10-Q filed with the SEC on May 6, 2016 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)
|
|
|
|
4.2
|
|
Registration Rights Agreement, dated as of June 16, 2016, among Farmer Bros. Co. and the Investors identified on the signature pages thereto (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on June 21, 2016 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 10.4 to the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2016 filed with the SEC on September 14, 2016 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 February 10, 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 10.8 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 6, 2016 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 as Exhibit 10.10 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2015 filed with the SEC on November 9, 2015 and incorporated herein by reference).**
|
|
|
|
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 as Exhibit 10.11 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2015 filed with the SEC on November 9, 2015 and incorporated herein by reference).**
|
|
|
|
10.12
|
|
Amendment dated October 6, 2016 to Farmer Bros. Co. Amended and Restated Employee Stock Ownership Plan (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 7, 2016 and incorporated herein by reference).**
|
|
|
|
10.13
|
|
ESOP Loan Agreement including ESOP Pledge Agreement and Promissory Note, dated March 28, 2000, between Farmer Bros. Co. and Wells Fargo Bank, N.A., Trustee for the Farmer Bros Co. Employee Stock Ownership Plan (filed as Exhibit 10.12 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 6, 2016 and incorporated herein by reference).
|
|
|
|
10.14
|
|
Amendment No. 1 to ESOP Loan Agreement, dated June 30, 2003, between Farmer Bros. Co. and Wells Fargo Bank, N.A., Trustee for the Farmer Bros Co. Employee Stock Ownership Plan (filed as Exhibit 10.13 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 6, 2016 and incorporated herein by reference).
|
|
|
|
10.15
|
|
ESOP Loan Agreement No. 2 including ESOP Pledge Agreement and Promissory Note, dated July 21, 2003 between Farmer Bros. Co. and Wells Fargo Bank, N.A., Trustee for the Farmer Bros Co. Employee Stock Ownership Plan (filed as Exhibit 10.14 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 6, 2016 and incorporated herein by reference).
|
|
|
|
10.16
|
|
Employment Agreement, dated March 9, 2012, by and between Farmer Bros. Co. and Michael H. Keown (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 13, 2012 and incorporated herein by reference).**
|
|
|
|
10.17
|
|
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).**
|
|
|
|
10.18
|
|
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).**
|
|
|
|
10.19
|
|
Amendment No. 2 to Employment Agreement, dated as of November 23, 2015, 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 November 30, 2015 and incorporated herein by reference).**
|
|
|
|
10.20
|
|
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).**
|
|
|
|
10.21
|
|
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).**
|
|
|
|
10.22
|
|
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).**
|
|
|
|
10.23
|
|
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 10.27 to the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2016 filed with the SEC on September 14, 2016 and incorporated herein by reference).**
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10.31
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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).**
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10.32
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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).**
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10.33
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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).
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10.34
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First Amendment to Lease Agreement dated as of December 29, 2015, by and between Farmer Bros. Co. as Tenant, and WF-FB NLTX, LLC as Landlord (filed as Exhibit 10.36 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 6, 2016 and incorporated herein by reference).
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10.35
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Amendment No. 2 to Lease Agreement dated as of March 10, 2016, by and between Farmer Bros. Co. as Tenant, and WF-FB NLTX, LLC as Landlord (filed as Exhibit 10.37 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 6, 2016 and incorporated herein by reference).
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10.36
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Termination of Lease Agreement, dated as of September 15, 2016, by and between Farmer Bros. Co. as Tenant, and WF-FB NLTX, LLC as Landlord (filed herewith).
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10.37
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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).
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10.38
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First Amendment to Development Management Agreement dated as of January 1, 2016, by and between Farmer Bros. Co., as Tenant and Stream Realty Partners-DFW, L.P., as Developer (filed as Exhibit 10.39 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 6, 2016 and incorporated herein by reference).
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10.39
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Second Amendment to Development Management Agreement dated as of March 25, 2016, by and between Farmer Bros. Co., as Tenant and Stream Realty Partners-DFW, L.P., as Developer (filed as Exhibit 10.40 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 6, 2016 and incorporated herein by reference).
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10.40
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AIA Document A141 - 2014, Standard Form of Agreement Between Owner and Design-Builder, dated as of September 22, 2015, between Farmer Bros. Co. and The Haskell Company (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on September 22, 2016 and incorporated herein by reference).
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10.41
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Change Order No. 12, dated as of September 17, 2016, between Farmer Bros. Co. and The Haskell Company (filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on September 22, 2016 and incorporated herein by reference).
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10.42
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Agreement of Purchase and Sale and Joint Escrow Instructions, dated as of April 11, 2016, by and between Farmer Bros. Co. as Seller, and Bridge Acquisition, LLC as Buyer (filed as Exhibit 10.41 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 6, 2016 and incorporated herein by reference).
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10.43
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First Amendment to Agreement of Purchase and Sale and Joint Escrow Instructions, dated as of June 1, 2016, by and between Farmer Bros. Co. and Bridge Acquisition, LLC (filed as Exhibit 10.39 to the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2016 filed with the SEC on September 14, 2016 and incorporated herein by reference).
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31.1
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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).
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31.2
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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).
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32.1
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Principal Executive Officer Certification Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).
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32.2
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Principal Financial and Accounting Officer Certification Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).
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101
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The following financial statements from the Company's Quarterly Report on Form 10-Q for the fiscal period ended September 30, 2016, 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).
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*
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Pursuant to Item 601(b)(2) of Regulation S-K, the schedules and/or exhibits to this agreement have been omitted. The Registrant undertakes to supplementally furnish copies of the omitted schedules and/or exhibits to the Securities and Exchange Commission upon request.
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**
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Management contract or compensatory plan or arrangement.
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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)
|