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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1912 Farmer Brothers Drive, Northlake, Texas 76262
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(Address of Principal Executive Offices; Zip Code)
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888-998-2468
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(Registrant’s Telephone Number, Including Area Code)
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13601 North Freeway, Suite 200, Fort Worth, Texas 76177
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(Former Address, if Changed Since Last Report
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Page
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March 31, 2017
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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
|
$
|
5,727
|
|
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$
|
21,095
|
|
Short-term investments
|
26,541
|
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25,591
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Accounts and notes receivable, net
|
50,426
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44,364
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||
Inventories
|
60,712
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|
|
46,378
|
|
||
Income tax receivable
|
293
|
|
|
247
|
|
||
Short-term derivative assets
|
—
|
|
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3,954
|
|
||
Prepaid expenses
|
4,789
|
|
|
4,557
|
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||
Assets held for sale
|
—
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|
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7,179
|
|
||
Total current assets
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148,488
|
|
|
153,365
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||
Property, plant and equipment, net
|
171,977
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|
118,416
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Goodwill
|
9,940
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|
|
272
|
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||
Intangible assets, net
|
19,172
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|
|
6,219
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Other assets
|
7,311
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|
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9,933
|
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Deferred income taxes
|
66,046
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|
|
80,786
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Total assets
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$
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422,934
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$
|
368,991
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LIABILITIES AND STOCKHOLDERS’ EQUITY
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|
|
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||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
45,216
|
|
|
23,919
|
|
||
Accrued payroll expenses
|
18,168
|
|
|
24,540
|
|
||
Short-term borrowings under revolving credit facility
|
44,175
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|
|
109
|
|
||
Short-term obligations under capital leases
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1,131
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|
|
1,323
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Short-term derivative liabilities
|
339
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|
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—
|
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Other current liabilities
|
7,074
|
|
|
6,946
|
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Total current liabilities
|
116,103
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56,837
|
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Accrued pension liabilities
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67,331
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68,047
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Accrued postretirement benefits
|
20,183
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|
|
20,808
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Accrued workers’ compensation liabilities
|
10,248
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|
|
11,459
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Other long-term liabilities-capital leases
|
389
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|
1,036
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Other long-term liabilities
|
600
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|
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28,210
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Total liabilities
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$
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214,854
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$
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186,397
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Commitments and contingencies (Note 20)
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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, $1.00 par value, 25,000,000 shares authorized; 16,841,650 and 16,781,561 shares issued and outstanding at March 31, 2017 and June 30, 2016, respectively
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16,842
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16,782
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Additional paid-in capital
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40,704
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39,096
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Retained earnings
|
220,070
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|
196,782
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Unearned ESOP shares
|
(4,289
|
)
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(6,434
|
)
|
||
Accumulated other comprehensive loss
|
(65,247
|
)
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(63,632
|
)
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Total stockholders’ equity
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$
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208,080
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|
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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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422,934
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$
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368,991
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Three Months Ended March 31,
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Nine Months Ended March 31,
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||||||||||||
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2017
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2016
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2017
|
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2016
|
||||||||
Net sales
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$
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138,187
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$
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134,468
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$
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407,700
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|
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$
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410,220
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Cost of goods sold
|
84,367
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81,908
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247,586
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254,173
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||||
Gross profit
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53,820
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52,560
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160,114
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156,047
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||||
Selling expenses
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40,377
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38,447
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117,912
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|
112,741
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||||
General and administrative expenses
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9,196
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10,977
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31,925
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29,951
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Restructuring and other transition expenses
|
2,547
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|
3,169
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|
9,542
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|
13,855
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|
||||
Net gain from sale of Torrance Facility
|
—
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|
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—
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(37,449
|
)
|
|
—
|
|
||||
Net gains from sale of Spice Assets
|
(272
|
)
|
|
(335
|
)
|
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(764
|
)
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(5,441
|
)
|
||||
Net gains from sales of other assets
|
(86
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)
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|
(4
|
)
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(1,525
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)
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(163
|
)
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Operating expenses
|
51,762
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|
52,254
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119,641
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|
150,943
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||||
Income from operations
|
2,058
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|
|
306
|
|
|
40,473
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|
|
5,104
|
|
||||
Other income (expense):
|
|
|
|
|
|
|
|
||||||||
Dividend income
|
273
|
|
|
288
|
|
|
808
|
|
|
840
|
|
||||
Interest income
|
147
|
|
|
139
|
|
|
435
|
|
|
359
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|
||||
Interest expense
|
(517
|
)
|
|
(111
|
)
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(1,430
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)
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(341
|
)
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||||
Other, net
|
1,044
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|
613
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(1,088
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)
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35
|
|
||||
Total other income (expense)
|
947
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|
929
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(1,275
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)
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893
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Income before taxes
|
3,005
|
|
|
1,235
|
|
|
39,198
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|
|
5,997
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|
||||
Income tax expense
|
1,411
|
|
|
43
|
|
|
15,910
|
|
|
318
|
|
||||
Net income
|
$
|
1,594
|
|
|
$
|
1,192
|
|
|
$
|
23,288
|
|
|
$
|
5,679
|
|
Net income per common share—basic
|
$
|
0.10
|
|
|
$
|
0.07
|
|
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$
|
1.40
|
|
|
$
|
0.34
|
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Net income per common share—diluted
|
$
|
0.10
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|
|
$
|
0.07
|
|
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$
|
1.39
|
|
|
$
|
0.34
|
|
Weighted average common shares outstanding—basic
|
16,605,754
|
|
|
16,539,479
|
|
|
16,584,125
|
|
|
16,486,469
|
|
||||
Weighted average common shares outstanding—diluted
|
16,721,774
|
|
|
16,647,415
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|
|
16,704,200
|
|
|
16,614,275
|
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Three Months Ended
March 31,
|
|
Nine Months Ended
March 31,
|
||||||||||||
|
2017
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|
2016
|
|
2017
|
|
2016
|
||||||||
Net income
|
$
|
1,594
|
|
|
$
|
1,192
|
|
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$
|
23,288
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|
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$
|
5,679
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
||||||||
Unrealized gains (losses) on derivative instruments designated as cash flow hedges
|
104
|
|
|
(1,245
|
)
|
|
(1,249
|
)
|
|
(5,575
|
)
|
||||
(Gains) losses on derivative instruments designated as cash flow hedges reclassified to cost of goods sold
|
(516
|
)
|
|
2,677
|
|
|
(366
|
)
|
|
11,504
|
|
||||
Total comprehensive income, net of tax
|
$
|
1,182
|
|
|
$
|
2,624
|
|
|
$
|
21,673
|
|
|
$
|
11,608
|
|
FARMER BROS. CO.
|
|||||||
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
|
|||||||
(In thousands)
|
|||||||
|
Nine Months Ended March 31,
|
||||||
|
2017
|
|
2016
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net income
|
$
|
23,288
|
|
|
$
|
5,679
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|||||
Depreciation and amortization
|
16,613
|
|
|
15,721
|
|
||
(Recovery of) provision for doubtful accounts
|
(44
|
)
|
|
432
|
|
||
Interest on sale-leaseback financing obligation
|
681
|
|
|
—
|
|
||
Restructuring and other transition expenses, net of payments
|
2,191
|
|
|
(1,939
|
)
|
||
Deferred income taxes
|
15,766
|
|
|
72
|
|
||
Net gain from sale of Torrance Facility
|
(37,449
|
)
|
|
—
|
|
||
Net gains from sales of Spice Assets and other assets
|
(2,289
|
)
|
|
(5,604
|
)
|
||
ESOP and share-based compensation expense
|
2,996
|
|
|
3,488
|
|
||
Net losses on derivative instruments and investments
|
793
|
|
|
11,839
|
|
||
Change in operating assets and liabilities:
|
|
|
|
||||
Restricted cash
|
—
|
|
|
1,002
|
|
||
Purchases of trading securities held for investment
|
(4,216
|
)
|
|
(5,938
|
)
|
||
Proceeds from sales of trading securities held for investment
|
2,911
|
|
|
4,909
|
|
||
Accounts and notes receivable
|
(3,994
|
)
|
|
(6,503
|
)
|
||
Inventories
|
(13,242
|
)
|
|
(4,452
|
)
|
||
Income tax receivable
|
(46
|
)
|
|
(70
|
)
|
||
Derivative assets (liabilities), net
|
3,845
|
|
|
(11,580
|
)
|
||
Prepaid expenses and other assets
|
(203
|
)
|
|
865
|
|
||
Accounts payable
|
11,293
|
|
|
(997
|
)
|
||
Accrued payroll expenses and other current liabilities
|
(5,712
|
)
|
|
3,209
|
|
||
Accrued postretirement benefits
|
(624
|
)
|
|
(384
|
)
|
||
Other long-term liabilities
|
(2,028
|
)
|
|
(337
|
)
|
||
Net cash provided by operating activities
|
$
|
10,530
|
|
|
$
|
9,412
|
|
Cash flows from investing activities:
|
|
|
|
||||
Acquisition of businesses, net of cash acquired
|
$
|
(25,853
|
)
|
|
$
|
—
|
|
Purchases of property, plant and equipment
|
(35,497
|
)
|
|
(16,193
|
)
|
||
Purchases of construction-in-progress assets for New Facility
|
(26,653
|
)
|
|
(13,492
|
)
|
||
Proceeds from sales of property, plant and equipment
|
3,984
|
|
|
5,990
|
|
||
Net cash used in investing activities
|
$
|
(84,019
|
)
|
|
$
|
(23,695
|
)
|
(continued on next page)
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FARMER BROS. CO.
|
|||||||
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
|
|||||||
(In thousands)
|
|||||||
|
Nine Months Ended March 31,
|
||||||
|
2017
|
|
2016
|
||||
Cash flows from financing activities:
|
|
|
|
||||
Proceeds from revolving credit facility
|
$
|
67,583
|
|
|
$
|
314
|
|
Repayments on revolving credit facility
|
(23,517
|
)
|
|
(86
|
)
|
||
Proceeds from sale-leaseback financing obligation
|
42,455
|
|
|
—
|
|
||
Proceeds from New Facility lease financing
|
7,662
|
|
|
13,492
|
|
||
Repayments of New Facility lease financing
|
(35,772
|
)
|
|
—
|
|
||
Payments of capital lease obligations
|
(1,107
|
)
|
|
(2,710
|
)
|
||
Payment of financing costs
|
—
|
|
|
(8
|
)
|
||
Proceeds from stock option exercises
|
823
|
|
|
1,610
|
|
||
Tax withholding payment - net share settlement of equity awards
|
(6
|
)
|
|
(159
|
)
|
||
Net cash provided by financing activities
|
$
|
58,121
|
|
|
$
|
12,453
|
|
Net decrease in cash and cash equivalents
|
$
|
(15,368
|
)
|
|
$
|
(1,830
|
)
|
Cash and cash equivalents at beginning of period
|
21,095
|
|
|
15,160
|
|
||
Cash and cash equivalents at end of period
|
$
|
5,727
|
|
|
$
|
13,330
|
|
Supplemental disclosure of non-cash investing and financing activities:
|
|
|
|
||||
Equipment acquired under capital leases
|
$
|
353
|
|
|
$
|
190
|
|
Net change in derivative assets and liabilities
included in other comprehensive income, net of tax
|
$
|
(1,615
|
)
|
|
$
|
5,929
|
|
Construction-in-progress assets under New Facility lease
|
$
|
—
|
|
|
$
|
5,662
|
|
New Facility lease obligation
|
$
|
—
|
|
|
$
|
5,662
|
|
Non-cash additions to property, plant and equipment
|
$
|
8,515
|
|
|
$
|
1,576
|
|
Non-cash portion of earnout receivable recognized-Spice Assets sale
|
$
|
229
|
|
|
$
|
335
|
|
Non-cash portion of earnout payable recognized-China Mist acquisition
|
$
|
500
|
|
|
$
|
—
|
|
Non-cash portion of earnout payable recognized-West Coast Coffee acquisition
|
$
|
600
|
|
|
$
|
—
|
|
Option costs paid with exercised shares
|
$
|
174
|
|
|
$
|
—
|
|
(In thousands)
|
Fair Value
|
|
Estimated Useful Life (years)
|
||
|
|
|
|
||
Cash paid, net of cash acquired
|
$
|
11,183
|
|
|
|
Contingent consideration
|
500
|
|
|
|
|
Total consideration
|
$
|
11,683
|
|
|
|
|
|
|
|
||
Accounts receivable
|
$
|
811
|
|
|
|
Inventory
|
544
|
|
|
|
|
Prepaid assets
|
48
|
|
|
|
|
Property, plant and equipment
|
212
|
|
|
|
|
Goodwill
|
1,871
|
|
|
|
|
Intangible assets:
|
|
|
|
||
Recipes
|
930
|
|
|
7
|
|
Non-compete agreement
|
100
|
|
|
5
|
|
Customer relationships
|
450
|
|
|
10
|
|
Trade name/Trademark—finite-lived
|
7,100
|
|
|
10
|
|
Accounts payable
|
(383
|
)
|
|
|
|
Total consideration, net of cash acquired
|
$
|
11,683
|
|
|
|
(In thousands)
|
Fair Value
|
|
Estimated Useful Life (years)
|
||
|
|
|
|
||
Cash paid, net of cash acquired
|
$
|
14,671
|
|
|
|
Contingent consideration
|
600
|
|
|
|
|
Total consideration
|
$
|
15,271
|
|
|
|
|
|
|
|
||
Accounts receivable
|
$
|
955
|
|
|
|
Inventory
|
939
|
|
|
|
|
Prepaid assets
|
20
|
|
|
|
|
Property, plant and equipment
|
1,546
|
|
|
|
|
Goodwill
|
7,797
|
|
|
|
|
Intangible assets:
|
|
|
|
||
Non-compete agreements
|
100
|
|
|
5
|
|
Customer relationships
|
4,400
|
|
|
10
|
|
Trade name—finite-lived
|
260
|
|
|
7
|
|
Brand name—finite-lived
|
250
|
|
|
1.7
|
|
Accounts payable
|
(814
|
)
|
|
|
|
Other liabilities
|
(182
|
)
|
|
|
|
Total consideration, net of cash acquired
|
$
|
15,271
|
|
|
|
(In thousands)
|
|
Balances,
June 30, 2016
|
|
Additions
|
|
Payments
|
|
Non-Cash Settled
|
|
Adjustments
|
|
Balances,
March 31, 2017
|
||||||||||||
Employee-related costs(1)
|
|
$
|
2,342
|
|
|
$
|
1,109
|
|
|
$
|
2,616
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
835
|
|
Facility-related costs(2)
|
|
—
|
|
|
5,850
|
|
|
3,375
|
|
|
2,475
|
|
|
—
|
|
|
—
|
|
||||||
Other(3)
|
|
200
|
|
|
1,294
|
|
|
1,494
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total(2)
|
|
$
|
2,542
|
|
|
$
|
8,253
|
|
|
$
|
7,485
|
|
|
$
|
2,475
|
|
|
$
|
—
|
|
|
$
|
835
|
|
Current portion
|
|
$
|
2,542
|
|
|
|
|
|
|
|
|
|
|
$
|
835
|
|
||||||||
Non-current portion
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
$
|
—
|
|
||||||||
Total
|
|
$
|
2,542
|
|
|
|
|
|
|
|
|
|
|
$
|
835
|
|
(In thousands)
|
Balances,
June 30, 2014
|
|
Additions
|
|
Payments
|
|
Non-Cash Settled
|
|
Adjustments
|
|
Balances,
March 31, 2017 |
||||||||||||
Employee-related costs(1)
|
$
|
—
|
|
|
$
|
17,352
|
|
|
$
|
16,517
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
835
|
|
Facility-related costs(2)
|
—
|
|
|
10,442
|
|
|
6,711
|
|
|
3,731
|
|
|
—
|
|
|
—
|
|
||||||
Other
|
—
|
|
|
7,424
|
|
|
7,424
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total(2)
|
$
|
—
|
|
|
$
|
35,218
|
|
|
$
|
30,652
|
|
|
$
|
3,731
|
|
|
$
|
—
|
|
|
$
|
835
|
|
(In thousands)
|
|
March 31, 2017
|
|
June 30, 2016
|
||
Derivative instruments designated as cash flow hedges:
|
|
|
|
|
||
Long coffee pounds
|
|
11,663
|
|
|
32,550
|
|
Derivative instruments not designated as cash flow hedges:
|
|
|
|
|
||
Long coffee pounds
|
|
873
|
|
|
1,618
|
|
Less: Short coffee pounds
|
|
(713
|
)
|
|
(188
|
)
|
Total
|
|
11,823
|
|
|
33,980
|
|
|
|
Derivative Instruments
Designated as Cash Flow Hedges
|
|
Derivative Instruments Not Designated as Accounting Hedges
|
||||||||||||
|
|
March 31, 2017
|
|
June 30, 2016
|
|
March 31, 2017
|
|
June 30, 2016
|
||||||||
(In thousands)
|
|
|
|
|
|
|
|
|
||||||||
Financial Statement Location:
|
|
|
|
|
|
|
|
|
||||||||
Short-term derivative assets:
|
|
|
|
|
|
|
|
|
||||||||
Coffee-related derivative instruments
|
|
$
|
522
|
|
|
$
|
3,771
|
|
|
$
|
1
|
|
|
$
|
183
|
|
Long-term derivative assets(1):
|
|
|
|
|
|
|
|
|
||||||||
Coffee-related derivative instruments
|
|
$
|
—
|
|
|
$
|
2,575
|
|
|
$
|
—
|
|
|
$
|
57
|
|
Short-term derivative liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Coffee-related derivative instruments
|
|
$
|
326
|
|
|
$
|
—
|
|
|
$
|
536
|
|
|
$
|
—
|
|
|
|
Three Months Ended
March 31,
|
|
Nine Months Ended
March 31,
|
|
Financial Statement Classification
|
||||||||||||
(In thousands)
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
|||||||||
Net gains (losses) recognized in accumulated other comprehensive income (effective portion)
|
|
$
|
188
|
|
|
$
|
(1,245
|
)
|
|
$
|
(2,029
|
)
|
|
$
|
(5,575
|
)
|
|
AOCI
|
Net gains (losses) recognized in earnings (effective portion)
|
|
$
|
865
|
|
|
$
|
(2,677
|
)
|
|
$
|
614
|
|
|
$
|
(11,504
|
)
|
|
Costs of goods sold
|
Net gains (losses) recognized in earnings (ineffective portion)
|
|
$
|
90
|
|
|
$
|
(84
|
)
|
|
$
|
63
|
|
|
$
|
(568
|
)
|
|
Other, net
|
|
|
Three Months Ended March 31,
|
|
Nine Months Ended March 31,
|
||||||||||||
(In thousands)
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Net gains (losses) on coffee-related derivative instruments
|
|
$
|
188
|
|
|
$
|
239
|
|
|
$
|
(1,052
|
)
|
|
$
|
(455
|
)
|
Net gains (losses) on investments
|
|
738
|
|
|
2
|
|
|
(354
|
)
|
|
120
|
|
||||
Net gains (losses) on derivative instruments and investments(1)
|
|
926
|
|
|
241
|
|
|
(1,406
|
)
|
|
(335
|
)
|
||||
Other gains (losses), net
|
|
118
|
|
|
372
|
|
|
318
|
|
|
370
|
|
||||
Other, net
|
|
$
|
1,044
|
|
|
$
|
613
|
|
|
$
|
(1,088
|
)
|
|
$
|
35
|
|
(In thousands)
|
|
|
|
Gross Amount Reported on Balance Sheet
|
|
Netting Adjustments
|
|
Cash Collateral Posted
|
|
Net Exposure
|
||||||||
March 31, 2017
|
|
Derivative Assets
|
|
$
|
523
|
|
|
$
|
(523
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
Derivative Liabilities
|
|
$
|
862
|
|
|
$
|
(523
|
)
|
|
$
|
—
|
|
|
$
|
339
|
|
June 30, 2016
|
|
Derivative Assets
|
|
$
|
6,586
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6,586
|
|
|
|
Three Months Ended March 31,
|
|
Nine Months Ended March 31,
|
||||||||||||
(In thousands)
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Total gains (losses) recognized from trading securities held for investment
|
|
$
|
738
|
|
|
$
|
2
|
|
|
$
|
(354
|
)
|
|
$
|
120
|
|
Less: Realized gains (losses) from sales of trading securities held for investment
|
|
7
|
|
|
17
|
|
|
5
|
|
|
(10
|
)
|
||||
Unrealized gains (losses) from trading securities held for investment
|
|
$
|
731
|
|
|
$
|
(15
|
)
|
|
$
|
(359
|
)
|
|
$
|
130
|
|
(In thousands)
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
March 31, 2017
|
|
|
|
|
|
|
|
|
||||||||
Preferred stock(1)
|
|
$
|
26,541
|
|
|
$
|
23,606
|
|
|
$
|
2,935
|
|
|
$
|
—
|
|
Derivative instruments designated as cash flow hedges:
|
|
|
|
|
|
|
|
|
||||||||
Coffee-related derivative assets(2)
|
|
$
|
522
|
|
|
$
|
—
|
|
|
$
|
522
|
|
|
$
|
—
|
|
Coffee-related derivative liabilities(2)
|
|
$
|
326
|
|
|
$
|
—
|
|
|
$
|
326
|
|
|
$
|
—
|
|
Derivative instruments not designated as accounting hedges:
|
|
|
|
|
|
|
|
|
||||||||
Coffee-related derivative assets(2)
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
—
|
|
Coffee-related derivative liabilities(2)
|
|
$
|
536
|
|
|
$
|
—
|
|
|
$
|
536
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
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 condensed consolidated balance sheets.
|
(2)
|
The Company's coffee-related derivative instruments are traded over-the-counter and, therefore, classified as Level 2.
|
|
|
March 31, 2017
|
|
June 30, 2016
|
||||
(In thousands)
|
|
|
|
|
||||
Trade receivables
|
|
$
|
47,891
|
|
|
$
|
43,113
|
|
Other receivables(1)
|
|
3,190
|
|
|
1,965
|
|
||
Allowance for doubtful accounts
|
|
(655
|
)
|
|
(714
|
)
|
||
Accounts and notes receivable, net
|
|
$
|
50,426
|
|
|
$
|
44,364
|
|
(In thousands)
|
|
March 31, 2017
|
|
June 30, 2016
|
||||
Coffee
|
|
|
|
|
||||
Processed
|
|
$
|
11,125
|
|
|
$
|
12,362
|
|
Unprocessed
|
|
24,290
|
|
|
13,534
|
|
||
Total
|
|
$
|
35,415
|
|
|
$
|
25,896
|
|
Tea and culinary products
|
|
|
|
|
||||
Processed
|
|
$
|
21,011
|
|
|
$
|
15,384
|
|
Unprocessed
|
|
77
|
|
|
377
|
|
||
Total
|
|
$
|
21,088
|
|
|
$
|
15,761
|
|
Coffee brewing equipment parts
|
|
$
|
4,209
|
|
|
$
|
4,721
|
|
Total inventories
|
|
$
|
60,712
|
|
|
$
|
46,378
|
|
(In thousands)
|
|
March 31, 2017
|
|
June 30, 2016
|
||||
Buildings and facilities
|
|
$
|
54,364
|
|
|
$
|
54,768
|
|
Machinery and equipment
|
|
177,916
|
|
|
177,784
|
|
||
Buildings and facilities—New Facility
|
|
52,491
|
|
|
28,110
|
|
||
Machinery and equipment—New Facility
|
|
19,646
|
|
|
4,443
|
|
||
Office furniture and equipment—New Facility
|
|
3,990
|
|
|
—
|
|
||
Equipment under capital leases
|
|
7,552
|
|
|
11,982
|
|
||
Capitalized software
|
|
21,218
|
|
|
21,545
|
|
||
Office furniture and equipment
|
|
8,220
|
|
|
16,077
|
|
||
|
|
345,397
|
|
|
314,709
|
|
||
Accumulated depreciation
|
|
(189,756
|
)
|
|
(206,162
|
)
|
||
Land
|
|
16,336
|
|
|
9,869
|
|
||
Property, plant and equipment, net
|
|
$
|
171,977
|
|
|
$
|
118,416
|
|
|
|
Three Months Ended
March 31, |
|
Nine Months Ended
March 31, |
||||||||||||
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
(In thousands)
|
|
|
|
|
||||||||||||
Service cost
|
|
$
|
124
|
|
|
$
|
97
|
|
|
$
|
372
|
|
|
$
|
291
|
|
Interest cost
|
|
1,397
|
|
|
1,546
|
|
|
4,191
|
|
|
4,638
|
|
||||
Expected return on plan assets
|
|
(1,607
|
)
|
|
(1,710
|
)
|
|
(4,821
|
)
|
|
(5,130
|
)
|
||||
Amortization of net loss(1)
|
|
508
|
|
|
370
|
|
|
1,524
|
|
|
1,110
|
|
||||
Net periodic benefit cost
|
|
$
|
422
|
|
|
$
|
303
|
|
|
$
|
1,266
|
|
|
$
|
909
|
|
|
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
March 31, |
|
Nine Months Ended
March 31, |
||||||||||||
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
(In thousands)
|
|
|
|
|
|
|
|
|
||||||||
Service cost
|
|
$
|
190
|
|
|
$
|
347
|
|
|
$
|
570
|
|
|
$
|
1,041
|
|
Interest cost
|
|
207
|
|
|
299
|
|
|
621
|
|
|
897
|
|
||||
Amortization of net gain
|
|
(157
|
)
|
|
(49
|
)
|
|
(471
|
)
|
|
(147
|
)
|
||||
Amortization of net prior service credit
|
|
(439
|
)
|
|
(439
|
)
|
|
(1,317
|
)
|
|
(1,317
|
)
|
||||
Net periodic postretirement benefit (credit) cost
|
|
$
|
(199
|
)
|
|
$
|
158
|
|
|
$
|
(597
|
)
|
|
$
|
474
|
|
|
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
|
|
(58,324
|
)
|
|
10.72
|
|
4.88
|
|
—
|
|
1,306
|
|
Cancelled/Forfeited
|
|
(18,156
|
)
|
|
25.12
|
|
10.89
|
|
—
|
|
—
|
|
Outstanding at March 31, 2017
|
|
143,149
|
|
|
13.72
|
|
6.26
|
|
2.7
|
|
3,096
|
|
Vested and exercisable at March 31, 2017
|
|
129,866
|
|
|
12.40
|
|
5.75
|
|
2.4
|
|
2,981
|
|
Vested and expected to vest at March 31, 2017
|
|
142,626
|
|
|
13.67
|
|
6.24
|
|
2.7
|
|
3,092
|
|
|
Nine Months Ended
March 31, 2017 |
Weighted average fair value of PNQs
|
$11.42
|
Risk-free interest rate
|
1.53%
|
Dividend yield
|
—%
|
Average expected term
|
4.9 years
|
Expected stock price volatility
|
37.7%
|
Outstanding PNQs:
|
|
Number
of
PNQs
|
|
Weighted
Average
Exercise
Price ($)
|
|
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
|
|
149,223
|
|
|
32.85
|
|
11.42
|
|
4.8
|
|
—
|
|
Exercised
|
|
(8,132
|
)
|
|
24.35
|
|
10.67
|
|
—
|
|
73
|
|
Cancelled/Forfeited
|
|
(62,262
|
)
|
|
31.43
|
|
11.38
|
|
—
|
|
—
|
|
Outstanding at March 31, 2017
|
|
367,428
|
|
|
27.77
|
|
10.97
|
|
5.3
|
|
2,787
|
|
Vested and exercisable at March 31, 2017
|
|
149,777
|
|
|
24.01
|
|
10.62
|
|
4.3
|
|
1,698
|
|
Vested and expected to vest at March 31, 2017
|
|
353,920
|
|
|
27.64
|
|
10.96
|
|
5.3
|
|
2,729
|
|
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
|
|
5,106
|
|
|
35.25
|
|
|
0.7
|
|
180
|
|
Exercised/Released
|
|
(7,458
|
)
|
|
24.16
|
|
|
—
|
|
253
|
|
Cancelled/Forfeited
|
|
(5,995
|
)
|
|
—
|
|
|
—
|
|
—
|
|
Outstanding at March 31, 2017
|
|
15,445
|
|
|
29.79
|
|
|
1.1
|
|
546
|
|
Expected to vest at March 31, 2017
|
|
14,843
|
|
|
29.78
|
|
|
1.1
|
|
525
|
|
|
|
March 31, 2017
|
|
June 30, 2016
|
||||
(In thousands)
|
|
|
|
|
||||
New Facility lease obligation(1)
|
|
$
|
—
|
|
|
$
|
28,110
|
|
Earnout payable—RLC acquisition(2)
|
|
—
|
|
|
100
|
|
||
Earnout payable—West Coast Coffee acquisition(3)
|
|
600
|
|
|
—
|
|
||
Other long-term liabilities
|
|
$
|
600
|
|
|
$
|
28,210
|
|
|
|
Three Months Ended March 31,
|
|
Nine Months Ended March 31,
|
||||||||||||
(In thousands, except share and per share amounts)
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Net income attributable to common stockholders—basic
|
|
$
|
1,592
|
|
|
$
|
1,190
|
|
|
$
|
23,253
|
|
|
$
|
5,673
|
|
Net income attributable to nonvested restricted stockholders
|
|
2
|
|
|
2
|
|
|
35
|
|
|
6
|
|
||||
Net income
|
|
$
|
1,594
|
|
|
$
|
1,192
|
|
|
$
|
23,288
|
|
|
$
|
5,679
|
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted average common shares outstanding—basic
|
|
16,605,754
|
|
|
16,539,479
|
|
|
16,584,125
|
|
|
16,486,469
|
|
||||
Effect of dilutive securities:
|
|
|
|
|
|
|
|
|
||||||||
Shares issuable under stock options
|
|
116,020
|
|
|
107,936
|
|
|
120,075
|
|
|
127,806
|
|
||||
Weighted average common shares outstanding—diluted
|
|
16,721,774
|
|
|
16,647,415
|
|
|
16,704,200
|
|
|
16,614,275
|
|
||||
Net income per common share—basic
|
|
$
|
0.10
|
|
|
$
|
0.07
|
|
|
$
|
1.40
|
|
|
$
|
0.34
|
|
Net income per common share—diluted
|
|
$
|
0.10
|
|
|
$
|
0.07
|
|
|
$
|
1.39
|
|
|
$
|
0.34
|
|
|
|
Contractual Obligations
|
||||||||||||||||||||||||||
(In thousands)
|
|
Capital Lease
Obligations
|
|
Operating
Lease
Obligations
|
|
New Facility Construction and Equipment Contracts (1)
|
|
Pension Plan
Obligations
|
|
Postretirement
Benefits Other
Than Pension Plans
|
|
Revolving Credit Facility
|
|
Purchase Commitments (2)
|
||||||||||||||
Three months ending June 30,
2017
|
|
$
|
341
|
|
|
$
|
1,233
|
|
|
$
|
11,698
|
|
|
$
|
1,973
|
|
|
$
|
270
|
|
|
$
|
44,175
|
|
|
$
|
41,919
|
|
Year Ending June 30,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
2018
|
|
$
|
990
|
|
|
$
|
4,684
|
|
|
$
|
—
|
|
|
$
|
8,304
|
|
|
$
|
1,102
|
|
|
$
|
—
|
|
|
$
|
37,584
|
|
2019
|
|
$
|
186
|
|
|
$
|
3,798
|
|
|
$
|
—
|
|
|
$
|
8,554
|
|
|
$
|
1,143
|
|
|
$
|
—
|
|
|
$
|
—
|
|
2020
|
|
$
|
51
|
|
|
$
|
2,133
|
|
|
$
|
—
|
|
|
$
|
8,844
|
|
|
$
|
1,176
|
|
|
$
|
—
|
|
|
$
|
—
|
|
2021
|
|
$
|
4
|
|
|
$
|
798
|
|
|
$
|
—
|
|
|
$
|
9,074
|
|
|
$
|
1,210
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Thereafter
|
|
$
|
—
|
|
|
$
|
186
|
|
|
$
|
—
|
|
|
$
|
47,262
|
|
|
$
|
6,246
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
$
|
12,832
|
|
|
$
|
11,698
|
|
|
$
|
84,011
|
|
|
$
|
11,147
|
|
|
$
|
44,175
|
|
|
$
|
79,503
|
|
||
Total minimum lease payments
|
|
$
|
1,572
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Less: imputed interest
(0.82% to 10.7%)
|
|
$
|
(52
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Present value of future minimum lease payments
|
|
$
|
1,520
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Less: current portion
|
|
$
|
1,131
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Long-term capital lease obligations
|
|
$
|
389
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item 2.
|
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
|
Exited from Torrance Facility
|
|
Q2 fiscal 2017
|
Substantial completion of construction and relocation to New Facility
|
|
Q3 fiscal 2017
|
Transitioned Oklahoma City distribution operations to New Facility
|
|
Q3 fiscal 2017
|
•
|
Volume of green coffee pounds processed and sold increased
6.9%
in each of the three and nine months ended March 31, 2017 as compared to the three and nine months ended March 31, 2016.
|
•
|
Gross profit increased
2.4%
to
$53.8 million
in the three months ended March 31, 2017 from
$52.6 million
in the three months ended March 31, 2016. Gross profit increased
2.6%
to
$160.1 million
in the nine months ended March 31, 2017 from
$156.0 million
in the nine months ended March 31, 2016.
|
•
|
Gross margin decreased to
38.9%
in the three months ended March 31, 2017, from
39.1%
in the three months ended March 31, 2016. Gross margin increased to
39.3%
in the nine months ended March 31, 2017, from
38.0%
in the nine months ended March 31, 2016.
|
•
|
Income from operations was
$2.1 million
and
$40.5 million
, respectively, in the three and nine months ended March 31, 2017 as compared to
$0.3 million
and
$5.1 million
, respectively, in the three and nine months ended March 31, 2016. Income from operations included a
$37.4 million
net gain from the sale of the Torrance Facility in the nine months ended March 31, 2017 and net gains of
$5.4 million
from the sale of Spice Assets in the nine months ended March 31, 2016.
|
•
|
Net income was
$1.6 million
, or
$0.10
per diluted common share, in the three months ended March 31, 2017, compared to
$1.2 million
, or
$0.07
per diluted common share, in the three months ended March 31, 2016. Net income was
$23.3 million
, or
$1.39
per diluted common share, in the nine months ended March 31, 2017, compared to
$5.7 million
, or
$0.34
per diluted common share, in the nine months ended March 31, 2016.
|
•
|
EBITDA increased
52.7%
to
$10.0 million
and EBITDA Margin was
7.3%
in the three months ended March 31, 2017, as compared to EBITDA of
$6.6 million
and EBITDA Margin of
4.9%
in the three months ended March 31, 2016. EBITDA increased
159.5%
to
$57.2 million
and EBITDA Margin was
14.0%
in the nine months ended March 31, 2017, as compared to EBITDA of
$22.1 million
and EBITDA Margin of
5.4%
in the nine months ended March 31, 2016.
|
•
|
Adjusted EBITDA increased
24.0%
to
$12.2 million
and Adjusted EBITDA Margin was
8.8%
in the three months ended March 31, 2017, as compared to Adjusted EBITDA of
$9.8 million
and Adjusted EBITDA Margin of
7.3%
in the three months ended March 31, 2016. Adjusted EBITDA increased
5.7%
to
$34.3 million
and Adjusted EBITDA Margin was
8.4%
in the nine months ended March 31, 2017, as compared to Adjusted EBITDA of
$32.5 million
and Adjusted EBITDA Margin of
7.9%
in the nine months ended March 31, 2016.
|
(In millions)
|
Three Months Ended
March 31, 2017 vs. 2016
|
|
Nine Months Ended
March 31, 2017 vs. 2016
|
||||
Effect of change in unit sales
|
$
|
0.8
|
|
|
$
|
9.5
|
|
Effect of pricing and product mix changes
|
2.9
|
|
|
(12.0
|
)
|
||
Total increase (decrease) in net sales
|
$
|
3.7
|
|
|
$
|
(2.5
|
)
|
|
|
Three Months Ended March 31,
|
||||||||||||
|
|
2017
|
|
2016
|
||||||||||
(In thousands)
|
|
$
|
|
% of total
|
|
$
|
|
% of total
|
||||||
Net Sales by Product Category:
|
|
|
|
|
|
|
|
|
||||||
Coffee (Roast & Ground)
|
|
$
|
87,833
|
|
|
64
|
%
|
|
$
|
82,568
|
|
|
61
|
%
|
Coffee (Frozen Liquid)
|
|
8,228
|
|
|
6
|
%
|
|
8,907
|
|
|
7
|
%
|
||
Tea (Iced & Hot)
|
|
7,662
|
|
|
5
|
%
|
|
6,159
|
|
|
4
|
%
|
||
Culinary
|
|
13,855
|
|
|
10
|
%
|
|
13,220
|
|
|
10
|
%
|
||
Spice
|
|
5,948
|
|
|
4
|
%
|
|
8,381
|
|
|
6
|
%
|
||
Other beverages(1)
|
|
13,947
|
|
|
10
|
%
|
|
14,430
|
|
|
11
|
%
|
||
Net sales by product category
|
|
137,473
|
|
|
99
|
%
|
|
133,665
|
|
|
99
|
%
|
||
Fuel surcharge
|
|
714
|
|
|
1
|
%
|
|
803
|
|
|
1
|
%
|
||
Net sales
|
|
$
|
138,187
|
|
|
100
|
%
|
|
$
|
134,468
|
|
|
100
|
%
|
|
|
Nine Months Ended March 31,
|
||||||||||||
|
|
2017
|
|
2016
|
||||||||||
(In thousands)
|
|
$
|
|
% of total
|
|
$
|
|
% of total
|
||||||
Net Sales by Product Category:
|
|
|
|
|
|
|
|
|
||||||
Coffee (Roast & Ground)
|
|
$
|
256,013
|
|
|
63
|
%
|
|
$
|
252,020
|
|
|
61
|
%
|
Coffee (Frozen Liquid)
|
|
24,623
|
|
|
6
|
%
|
|
27,145
|
|
|
7
|
%
|
||
Tea (Iced & Hot)
|
|
21,371
|
|
|
5
|
%
|
|
18,420
|
|
|
4
|
%
|
||
Culinary
|
|
41,354
|
|
|
10
|
%
|
|
40,198
|
|
|
10
|
%
|
||
Spice
|
|
18,303
|
|
|
4
|
%
|
|
25,428
|
|
|
6
|
%
|
||
Other beverages(1)
|
|
43,831
|
|
|
11
|
%
|
|
44,488
|
|
|
11
|
%
|
||
Net sales by product category
|
|
405,495
|
|
|
99
|
%
|
|
407,699
|
|
|
99
|
%
|
||
Fuel surcharge
|
|
2,205
|
|
|
1
|
%
|
|
2,521
|
|
|
1
|
%
|
||
Net sales
|
|
$
|
407,700
|
|
|
100
|
%
|
|
$
|
410,220
|
|
|
100
|
%
|
•
|
restructuring and other transition expenses;
|
•
|
net gains and losses from sales of assets;
|
•
|
non-cash income tax expense (benefit), including the release of valuation allowance on deferred tax assets;
|
•
|
non-recurring 2016 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; and
|
•
|
depreciation and amortization expense.
|
•
|
income taxes;
|
•
|
interest expense;
|
•
|
income from short-term investments;
|
•
|
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 March 31,
|
|
Nine Months Ended March 31,
|
||||||||||||
(In thousands)
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Net income, as reported
|
|
$
|
1,594
|
|
|
$
|
1,192
|
|
|
$
|
23,288
|
|
|
$
|
5,679
|
|
Restructuring and other transition expenses
|
|
2,547
|
|
|
3,169
|
|
|
9,542
|
|
|
13,855
|
|
||||
Net gain from sale of Torrance Facility
|
|
—
|
|
|
—
|
|
|
(37,449
|
)
|
|
—
|
|
||||
Net gains from sale of Spice Assets
|
|
(272
|
)
|
|
(335
|
)
|
|
(764
|
)
|
|
(5,441
|
)
|
||||
Net gains from sales of other assets
|
|
(86
|
)
|
|
(4
|
)
|
|
(1,525
|
)
|
|
(163
|
)
|
||||
Non-recurring 2016 proxy contest-related expenses
|
|
196
|
|
|
—
|
|
|
5,186
|
|
|
—
|
|
||||
Interest expense on sale-leaseback financing obligation
|
|
—
|
|
|
—
|
|
|
681
|
|
|
—
|
|
||||
Income tax expense (benefit) on non-GAAP adjustments
|
|
(930
|
)
|
|
—
|
|
|
9,488
|
|
|
—
|
|
||||
Non-GAAP net income
|
|
$
|
3,049
|
|
|
$
|
4,022
|
|
|
$
|
8,447
|
|
|
$
|
13,930
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net income per common share—diluted, as reported
|
|
$
|
0.10
|
|
|
$
|
0.07
|
|
|
$
|
1.39
|
|
|
$
|
0.34
|
|
Impact of restructuring and other transition expenses
|
|
$
|
0.15
|
|
|
$
|
0.19
|
|
|
$
|
0.57
|
|
|
$
|
0.83
|
|
Impact of net gain from sale of Torrance Facility
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(2.24
|
)
|
|
$
|
—
|
|
Impact of net gains from sale of Spice Assets
|
|
$
|
(0.02
|
)
|
|
$
|
(0.02
|
)
|
|
$
|
(0.05
|
)
|
|
$
|
(0.33
|
)
|
Impact of net gains from sales of other assets
|
|
$
|
(0.01
|
)
|
|
$
|
—
|
|
|
$
|
(0.09
|
)
|
|
$
|
(0.01
|
)
|
Impact of non-recurring 2016 proxy contest-related expenses
|
|
$
|
0.01
|
|
|
$
|
—
|
|
|
$
|
0.31
|
|
|
$
|
—
|
|
Impact of interest expense on sale-leaseback financing obligation
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.04
|
|
|
$
|
—
|
|
Impact of income tax expense (benefit) on non-GAAP adjustments
|
|
$
|
(0.06
|
)
|
|
$
|
—
|
|
|
$
|
0.57
|
|
|
$
|
—
|
|
Non-GAAP net income per diluted common share
|
|
$
|
0.17
|
|
|
$
|
0.24
|
|
|
$
|
0.50
|
|
|
$
|
0.83
|
|
|
|
Three Months Ended March 31,
|
|
Nine Months Ended March 31,
|
||||||||||||
(In thousands)
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Net income, as reported
|
|
$
|
1,594
|
|
|
$
|
1,192
|
|
|
$
|
23,288
|
|
|
$
|
5,679
|
|
Income tax expense
|
|
1,411
|
|
|
43
|
|
|
15,910
|
|
|
318
|
|
||||
Interest expense
|
|
517
|
|
|
111
|
|
|
1,430
|
|
|
341
|
|
||||
Depreciation and amortization expense
|
|
6,527
|
|
|
5,234
|
|
|
16,613
|
|
|
15,721
|
|
||||
EBITDA
|
|
$
|
10,049
|
|
|
$
|
6,580
|
|
|
$
|
57,241
|
|
|
$
|
22,059
|
|
EBITDA Margin
|
|
7.3
|
%
|
|
4.9
|
%
|
|
14.0
|
%
|
|
5.4
|
%
|
|
|
Three Months Ended March 31,
|
|
Nine Months Ended March 31,
|
||||||||||||
(In thousands)
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Net income, as reported
|
|
$
|
1,594
|
|
|
$
|
1,192
|
|
|
$
|
23,288
|
|
|
$
|
5,679
|
|
Income tax expense
|
|
1,411
|
|
|
43
|
|
|
15,910
|
|
|
318
|
|
||||
Interest expense
|
|
517
|
|
|
111
|
|
|
1,430
|
|
|
341
|
|
||||
Income from short-term investments
|
|
(1,156
|
)
|
|
(427
|
)
|
|
(882
|
)
|
|
(1,312
|
)
|
||||
Depreciation and amortization expense
|
|
6,527
|
|
|
5,234
|
|
|
16,613
|
|
|
15,721
|
|
||||
ESOP and share-based compensation expense
|
|
902
|
|
|
837
|
|
|
2,996
|
|
|
3,488
|
|
||||
Restructuring and other transition expenses
|
|
2,547
|
|
|
3,169
|
|
|
9,542
|
|
|
13,855
|
|
||||
Net gain from sale of Torrance Facility
|
|
—
|
|
|
—
|
|
|
(37,449
|
)
|
|
—
|
|
||||
Net gains from sale of Spice Assets
|
|
(272
|
)
|
|
(335
|
)
|
|
(764
|
)
|
|
(5,441
|
)
|
||||
Net gains from sales of other assets
|
|
(86
|
)
|
|
(4
|
)
|
|
(1,525
|
)
|
|
(163
|
)
|
||||
Non-recurring 2016 proxy contest-related expenses
|
|
196
|
|
|
—
|
|
|
5,186
|
|
|
—
|
|
||||
Adjusted EBITDA
|
|
$
|
12,180
|
|
|
$
|
9,820
|
|
|
$
|
34,345
|
|
|
$
|
32,486
|
|
Adjusted EBITDA Margin
|
|
8.8
|
%
|
|
7.3
|
%
|
|
8.4
|
%
|
|
7.9
|
%
|
|
|
Expenditures paid
|
|
Budget
|
||||||||||||||||
(In thousands)
|
|
Nine Months Ended March 31, 2017
|
|
Through Fiscal Year Ended June 30, 2016
|
|
Total
|
|
Lower bound
|
|
Upper bound
|
||||||||||
Building and facilities, including land
|
|
$
|
26,606
|
|
|
$
|
28,110
|
|
|
$
|
54,716
|
|
|
$
|
55,000
|
|
|
$
|
60,000
|
|
Machinery and equipment; furniture and fixtures
|
|
15,764
|
|
|
4,443
|
|
|
20,207
|
|
|
35,000
|
|
|
39,000
|
|
|||||
Total
|
|
$
|
42,370
|
|
|
$
|
32,553
|
|
|
$
|
74,923
|
|
|
$
|
90,000
|
|
|
$
|
99,000
|
|
|
|
Nine Months Ended March 31,
|
||||||
(In thousands)
|
|
2017
|
|
2016
|
||||
Coffee brewing equipment
|
|
$
|
8,280
|
|
|
$
|
5,679
|
|
Building and facilities
|
|
230
|
|
|
200
|
|
||
Vehicles, machinery and equipment
|
|
9,439
|
|
|
7,060
|
|
||
Software, office furniture and equipment
|
|
1,831
|
|
|
1,320
|
|
||
Total capital expenditures excluding New Facility
|
|
$
|
19,780
|
|
|
$
|
14,259
|
|
New Facility:
|
|
|
|
|
||||
Building and facilities, including land
|
|
$
|
26,606
|
|
|
$
|
13,492
|
|
Machinery and equipment
|
|
11,774
|
|
|
1,934
|
|
||
Software, office furniture and equipment
|
|
3,990
|
|
|
—
|
|
||
Total capital expenditures
|
|
$
|
62,150
|
|
|
$
|
29,685
|
|
|
|
March 31, 2017
|
|
June 30, 2016
|
||||
(In thousands)
|
|
|
|
|
||||
Current assets
|
|
$
|
148,488
|
|
|
$
|
153,365
|
|
Current liabilities
|
|
116,103
|
|
|
56,837
|
|
||
Working capital
|
|
$
|
32,385
|
|
|
$
|
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
|
|
$
|
12,832
|
|
|
$
|
1,233
|
|
|
$
|
8,482
|
|
|
$
|
2,931
|
|
|
$
|
186
|
|
New Facility construction and equipment contracts(1)
|
|
11,698
|
|
|
11,698
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Capital lease obligations(2)
|
|
1,572
|
|
|
341
|
|
|
1,176
|
|
|
55
|
|
|
—
|
|
|||||
Pension plan obligations
|
|
84,011
|
|
|
1,973
|
|
|
16,858
|
|
|
17,918
|
|
|
47,262
|
|
|||||
Postretirement benefits other than
pension plans
|
|
11,147
|
|
|
270
|
|
|
2,245
|
|
|
2,386
|
|
|
6,246
|
|
|||||
Revolving credit facility
|
|
44,175
|
|
|
44,175
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Purchase commitments(3)
|
|
79,503
|
|
|
41,919
|
|
|
37,584
|
|
|
—
|
|
|
—
|
|
|||||
Total contractual obligations
|
|
$
|
244,938
|
|
|
$
|
101,609
|
|
|
$
|
66,345
|
|
|
$
|
23,290
|
|
|
$
|
53,694
|
|
Item 3.
|
Quantitative and Qualitative Disclosures About Market Risk
|
($ in thousands)
|
|
Market Value of
Preferred
Securities at
March 31, 2017
|
|
Change in Market
Value
|
||||
Interest Rate Changes
|
|
|
||||||
–150 basis points
|
|
$
|
27,940
|
|
|
$
|
1,399
|
|
–100 basis points
|
|
$
|
27,561
|
|
|
$
|
1,020
|
|
Unchanged
|
|
$
|
26,541
|
|
|
$
|
—
|
|
+100 basis points
|
|
$
|
25,477
|
|
|
$
|
(1,064
|
)
|
+150 basis points
|
|
$
|
24,952
|
|
|
$
|
(1,589
|
)
|
($ in thousands)
|
|
Principal
|
|
Interest Rate
|
|
Annual Interest Expense
|
|||
–150 basis points
|
|
$44,175
|
|
1.11
|
%
|
|
$
|
490,343
|
|
–100 basis points
|
|
$44,175
|
|
1.61
|
%
|
|
$
|
711,218
|
|
Unchanged
|
|
$44,175
|
|
2.61
|
%
|
|
$
|
1,152,968
|
|
+100 basis points
|
|
$44,175
|
|
3.61
|
%
|
|
$
|
1,594,718
|
|
+150 basis points
|
|
$44,175
|
|
4.11
|
%
|
|
$
|
1,815,593
|
|
|
|
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)
|
|
$
|
18
|
|
|
$
|
(18
|
)
|
|
$
|
1,702
|
|
|
$
|
(1,702
|
)
|
Item 4.
|
Controls and Procedures
|
PART II - OTHER INFORMATION
|
Item 1.
|
Legal Proceedings
|
Item 1A.
|
Risk Factors
|
Item 6.
|
Exhibits
|
|
|
|
|
|
|
|
F
ARMER
B
ROS
. C
O
.
|
||||
|
|
|
|||
|
By:
|
|
/s/ Michael H. Keown
|
||
|
|
|
Michael H. Keown
President and Chief Executive Officer (chief executive officer) |
||
|
|
|
May 10, 2017
|
||
|
|
|
|
||
|
By:
|
|
/s/ David G. Robson
|
||
|
|
|
David G. Robson
Treasurer and Chief Financial Officer
(principal financial and accounting officer)
|
||
|
|
|
May 10, 2017
|
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 for the fiscal year ended June 30, 2014 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 Report on Form 10-Q for the quarter ended March 31, 2016 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 filed with the SEC on March 6, 2015 and incorporated herein by reference).
|
|
|
|
10.2
|
|
Joinder Agreement, dated as of October 11, 2016, by and among China Mist Brands, Inc., Farmer Bros. Co., as the Borrower’s Representative, and JPMorgan Chase Bank, N.A., as Administrative Agent, under that certain Credit Agreement dated as of March 2, 2015 (filed as Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended December 31, 2016 filed with the SEC on February 9, 2017 and incorporated herein by reference).
|
|
|
|
10.3
|
|
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 filed with the SEC on March 6, 2015 and incorporated herein by reference).
|
|
|
|
10.4
|
|
Joinder to Pledge and Security Agreement, dated as of October 11, 2016, by and among Farmer Bros. Co., Coffee Bean International, Inc., FBC Finance Company, Coffee Bean Holding Co., Inc., China Mist Brands, Inc. and JPMorgan Chase Bank, N.A., as Administrative Agent (filed as Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2016 filed with the SEC on February 9, 2017 and incorporated herein by reference).
|
|
|
|
10.5
|
|
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).**
|
|
|
|
10.6
|
|
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).**
|
|
|
|
10.7
|
|
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).**
|
|
|
|
10.8
|
|
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).**
|
|
|
|
10.9
|
|
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).**
|
|
|
|
10.10
|
|
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 for the quarter ended March 31, 2016 filed with the SEC on May 6, 2016 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, 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).**
|
|
|
|
10.12
|
|
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).**
|
|
|
|
10.13
|
|
Action of the Administrative Committee of the Farmer Bros. Co. Qualified Employee Retirement Plans amending the Farmer Bros. Co. Amended and Restated Employee Stock Ownership Plan, effective as of January 1, 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).**
|
|
|
|
10.14
|
|
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).**
|
|
|
|
10.15
|
|
ESOP Loan Agreement including ESOP Pledge Agreement and Promissory Note, dated March 28, 2000, between Farmer Bros. Co. and Wells Fargo Bank, N.A., Trustee for the Farmer Bros Co. Employee Stock Ownership Plan (filed as Exhibit 10.12 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2016 filed with the SEC on May 6, 2016 and incorporated herein by reference).
|
|
|
|
10.16
|
|
Amendment No. 1 to ESOP Loan Agreement, dated June 30, 2003, between Farmer Bros. Co. and Wells Fargo Bank, N.A., Trustee for the Farmer Bros Co. Employee Stock Ownership Plan (filed as Exhibit 10.13 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2016 filed with the SEC on May 6, 2016 and incorporated herein by reference).
|
|
|
|
10.17
|
|
ESOP Loan Agreement No. 2 including ESOP Pledge Agreement and Promissory Note, dated July 21, 2003 between Farmer Bros. Co. and Wells Fargo Bank, N.A., Trustee for the Farmer Bros Co. Employee Stock Ownership Plan (filed as Exhibit 10.14 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2016 filed with the SEC on May 6, 2016 and incorporated herein by reference).
|
|
|
|
10.18
|
|
Employment Agreement, dated March 9, 2012, by and between Farmer Bros. Co. and Michael H. Keown (filed herewith).**
|
|
|
|
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 for the fiscal year ended June 30, 2015 filed with the SEC on September 14, 2015 and incorporated herein by reference).**
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10.21
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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).**
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10.22
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Employment Agreement, dated as of February 17, 2017, by and between Farmer Bros. Co. and David G. Robson (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 23, 2017 and incorporated herein by reference).**
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10.23
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Employment Agreement, dated as of February 17, 2017, by and between Farmer Bros. Co. and Ellen D. Iobst (filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on February 23, 2017 and incorporated herein by reference).**
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10.24
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Employment Agreement, dated as of February 17, 2017, by and between Farmer Bros. Co. and Scott A. Siers (filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on February 23, 2017 and incorporated herein by reference).**
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10.25
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Form of First Amendment to Employment Agreement entered into between Farmer Bros. Co. and each of Michael H. Keown, David G. Robson, Ellen D. Iobst, Scott W. Bixby, Scott A. Siers and Thomas J. Mattei, Jr. (filed herewith).**
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10.26
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Confidential General Release and Separation Agreement by and between Barry C. Fischetto and Farmer Bros. Co. dated February 17, 2017 (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 17, 2017 and incorporated herein by reference).**
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10.27
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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).**
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10.28
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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).**
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10.29
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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 for the quarter ended December 31, 2014 filed with the SEC on February 9, 2015 and incorporated herein by reference).**
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10.30
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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).**
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10.31
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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).**
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10.32
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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).**
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10.33
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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).**
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10.34
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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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10.35
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Form of Change in Control Severance Agreement for Executive Officers of the Company (with schedule of executive officers attached) (filed herewith).**
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10.36
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Form of First Amendment to Change in Control Severance Agreement entered into between Farmer Bros. Co. and each of Michael H. Keown, David G. Robson, Ellen D. Iobst, Scott W. Bixby, Scott A. Siers and Thomas J. Mattei, Jr. (filed herewith).**
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10.37
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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 10.4 to the Company’s Current Report on Form 8-K filed with the SEC on February 23, 2017 and incorporated herein by reference).**
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10.38
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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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10.39
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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 for the quarter ended March 31, 2016 filed with the SEC on May 6, 2016 and incorporated herein by reference).
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10.40
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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 for the quarter ended March 31, 2016 filed with the SEC on May 6, 2016 and incorporated herein by reference).
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10.41
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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 as Exhibit 10.36 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2016 filed with the SEC on November 9, 2016).
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10.42
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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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10.43
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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 for the quarter ended March 31, 2016 filed with the SEC on May 6, 2016 and incorporated herein by reference).
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10.44
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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 for the quarter ended March 31, 2016 filed with the SEC on May 6, 2016 and incorporated herein by reference).
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10.45
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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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10.46
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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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10.47
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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 for the quarter ended March 31, 2016
filed with the SEC on May 6, 2016 and incorporated herein by reference).
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10.48
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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
|
|
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 March 31, 2017, formatted in eXtensible Business Reporting Language: (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Operations, (iii) Condensed Consolidated Statements of Comprehensive Income, (iv) Condensed Consolidated Statements of Cash Flows, and (v) Notes to Unaudited Condensed Consolidated Financial Statements (furnished herewith).
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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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**
|
Management contract or compensatory plan or arrangement.
|
6.
|
Equity Awards
|
7.
|
Benefits
|
8.
|
Termination
|
|
/S/ MICHAEL H. KEOWN
|
Michael H. Keown
President and Chief Executive Officer
(principal executive officer)
|
|
|
/
S
/ DAVID G. ROBSON
|
|
David G. Robson
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
/ DAVID G. ROBSON
|
|
David G. Robson
Treasurer and Chief Financial Officer
(principal financial and accounting officer)
|
|