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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Farmer Brothers Company | NASDAQ:FARM | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 3.20 | 2.96 | 4.00 | 0 | 09:00:00 |
þ
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
|
95-0725980
|
(State of Incorporation)
|
|
(I.R.S. Employer Identification No.)
|
1912 Farmer Brothers Drive, Northlake, Texas 76262
|
||
(Address of Principal Executive Offices; Zip Code)
|
||
|
||
888-998-2468
|
||
(Registrant’s Telephone Number, Including Area Code)
|
||
|
||
None
|
||
(Former Address, if Changed Since Last Report)
|
Large accelerated filer
|
¨
|
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Accelerated filer
|
|
ý
|
Non-accelerated filer
|
¨
|
|
|
Smaller reporting company
|
|
¨
|
|
|
|
|
Emerging growth company
|
|
¨
|
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the
|
|
|
||||
Exchange Act.
|
¨
|
|
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|
|
|
|
Page
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2018
|
|
June 30, 2018
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
5,503
|
|
|
$
|
2,438
|
|
Restricted cash
|
2,628
|
|
|
—
|
|
||
Accounts receivable, net
|
62,504
|
|
|
58,498
|
|
||
Inventories
|
115,572
|
|
|
104,431
|
|
||
Income tax receivable
|
322
|
|
|
305
|
|
||
Prepaid expenses
|
7,615
|
|
|
7,842
|
|
||
Total current assets
|
194,144
|
|
|
173,514
|
|
||
Property, plant and equipment, net
|
191,138
|
|
|
186,589
|
|
||
Goodwill
|
36,224
|
|
|
36,224
|
|
||
Intangible assets, net
|
30,855
|
|
|
31,515
|
|
||
Other assets
|
8,653
|
|
|
8,381
|
|
||
Deferred income taxes
|
42,237
|
|
|
39,308
|
|
||
Total assets
|
$
|
503,251
|
|
|
$
|
475,531
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
73,860
|
|
|
56,603
|
|
||
Accrued payroll expenses
|
20,052
|
|
|
17,918
|
|
||
Short-term borrowings under revolving credit facility
|
101,807
|
|
|
89,787
|
|
||
Short-term obligations under capital leases
|
150
|
|
|
190
|
|
||
Short-term derivative liabilities
|
7,245
|
|
|
3,300
|
|
||
Other current liabilities
|
9,848
|
|
|
10,659
|
|
||
Total current liabilities
|
212,962
|
|
|
178,457
|
|
||
Accrued pension liabilities
|
41,310
|
|
|
40,380
|
|
||
Accrued postretirement benefits
|
18,976
|
|
|
20,473
|
|
||
Accrued workers’ compensation liabilities
|
5,354
|
|
|
5,354
|
|
||
Other long-term liabilities
|
2,061
|
|
|
1,812
|
|
||
Total liabilities
|
$
|
280,663
|
|
|
$
|
246,476
|
|
Commitments and contingencies (Note 20)
|
|
|
|
||||
Stockholders’ equity:
|
|
|
|
||||
Preferred stock, $1.00 par value, 500,000 shares authorized; Series A Convertible Participating Cumulative Perpetual Preferred Stock, 21,000 shares authorized; 14,700 shares issued and outstanding as of September 30, 2018 and June 30, 2018; liquidation preference of $15,221 and $15,089 as of September 30, 2018 and June 30, 2018, respectively
|
15
|
|
|
15
|
|
||
Common stock, $1.00 par value, 25,000,000 shares authorized; 16,977,701 and 16,951,659 shares issued and outstanding as of September 30, 2018 and June 30, 2018, respectively
|
16,978
|
|
|
16,952
|
|
||
Additional paid-in capital
|
57,227
|
|
|
55,965
|
|
||
Retained earnings
|
217,189
|
|
|
220,307
|
|
||
Unearned ESOP shares
|
(2,145
|
)
|
|
(2,145
|
)
|
||
Accumulated other comprehensive loss
|
(66,676
|
)
|
|
(62,039
|
)
|
||
Total stockholders’ equity
|
$
|
222,588
|
|
|
$
|
229,055
|
|
Total liabilities and stockholders’ equity
|
$
|
503,251
|
|
|
$
|
475,531
|
|
|
Three Months Ended September 30,
|
||||||
|
2018
|
|
2017
|
||||
Net sales
|
$
|
147,440
|
|
|
$
|
131,713
|
|
Cost of goods sold
|
99,205
|
|
|
85,630
|
|
||
Gross profit
|
48,235
|
|
|
46,083
|
|
||
Selling expenses
|
37,310
|
|
|
32,856
|
|
||
General and administrative expenses
|
8,617
|
|
|
11,359
|
|
||
Restructuring and other transition expenses
|
4,467
|
|
|
120
|
|
||
Net gains from sale of spice assets
|
(252
|
)
|
|
(150
|
)
|
||
Net losses from sales of other assets
|
171
|
|
|
53
|
|
||
Operating expenses
|
50,313
|
|
|
44,238
|
|
||
(Loss) income from operations
|
(2,078
|
)
|
|
1,845
|
|
||
Other (expense) income:
|
|
|
|
||||
Dividend income
|
—
|
|
|
5
|
|
||
Interest income
|
—
|
|
|
1
|
|
||
Interest expense
|
(2,852
|
)
|
|
(2,168
|
)
|
||
Other, net
|
657
|
|
|
1,750
|
|
||
Total other expense
|
(2,195
|
)
|
|
(412
|
)
|
||
(Loss) income before taxes
|
(4,273
|
)
|
|
1,433
|
|
||
Income tax (benefit) expense
|
(1,287
|
)
|
|
592
|
|
||
Net (loss) income
|
$
|
(2,986
|
)
|
|
$
|
841
|
|
Less: Cumulative preferred dividends, undeclared and unpaid
|
132
|
|
|
—
|
|
||
Net (loss) income available to common stockholders
|
$
|
(3,118
|
)
|
|
$
|
841
|
|
Net (loss) income available to common stockholders per common share—basic
|
$
|
(0.18
|
)
|
|
$
|
0.05
|
|
Net (loss) income available to common stockholders per common share—diluted
|
$
|
(0.18
|
)
|
|
$
|
0.05
|
|
Weighted average common shares outstanding—basic
|
16,886,718
|
|
|
16,699,822
|
|
||
Weighted average common shares outstanding—diluted
|
16,886,718
|
|
|
16,801,562
|
|
|
Three Months Ended September 30,
|
||||||
|
2018
|
|
2017
|
||||
Net (loss) income
|
$
|
(2,986
|
)
|
|
$
|
841
|
|
Other comprehensive (loss) income, net of tax:
|
|
|
|
||||
Unrealized losses on derivative instruments designated as cash flow hedges, net of tax
|
(6,097
|
)
|
|
(428
|
)
|
||
Losses (gains) on derivative instruments designated as cash flow hedges reclassified to cost of goods sold, net of tax
|
1,460
|
|
|
(772
|
)
|
||
Total comprehensive loss, net of tax
|
$
|
(7,623
|
)
|
|
$
|
(359
|
)
|
FARMER BROS. CO.
|
|||||||
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
|
|||||||
(In thousands)
|
|||||||
|
Three Months Ended September 30,
|
||||||
|
2018
|
|
2017
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net (loss) income
|
$
|
(2,986
|
)
|
|
$
|
841
|
|
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
|
|
|
|||||
Depreciation and amortization
|
7,728
|
|
|
7,253
|
|
||
Provision for doubtful accounts
|
903
|
|
|
62
|
|
||
Restructuring and other transition expenses, net of payments
|
3,712
|
|
|
(573
|
)
|
||
Deferred income taxes
|
(1,334
|
)
|
|
407
|
|
||
Net gains from sales of spice assets and other assets
|
(81
|
)
|
|
(97
|
)
|
||
ESOP and share-based compensation expense
|
963
|
|
|
806
|
|
||
Net losses (gains) on derivative instruments and investments
|
3,068
|
|
|
(968
|
)
|
||
Change in operating assets and liabilities:
|
|
|
|
||||
Accounts receivable
|
(4,658
|
)
|
|
(470
|
)
|
||
Inventories
|
(11,062
|
)
|
|
(10,393
|
)
|
||
Income tax receivable
|
(17
|
)
|
|
120
|
|
||
Derivative assets (liabilities), net
|
(5,198
|
)
|
|
(493
|
)
|
||
Prepaid expenses and other assets
|
(44
|
)
|
|
(133
|
)
|
||
Accounts payable
|
13,049
|
|
|
10,222
|
|
||
Accrued payroll expenses and other current liabilities
|
(1,395
|
)
|
|
1,550
|
|
||
Accrued postretirement benefits
|
(1,497
|
)
|
|
(329
|
)
|
||
Other long-term liabilities
|
(71
|
)
|
|
(701
|
)
|
||
Net cash provided by operating activities
|
$
|
1,080
|
|
|
$
|
7,104
|
|
Cash flows from investing activities:
|
|
|
|
||||
Acquisition of businesses, net of cash acquired
|
$
|
—
|
|
|
$
|
(553
|
)
|
Purchases of property, plant and equipment
|
(7,733
|
)
|
|
(6,931
|
)
|
||
Purchases of assets for construction of New Facility
|
—
|
|
|
(844
|
)
|
||
Proceeds from sales of property, plant and equipment
|
53
|
|
|
74
|
|
||
Net cash used in investing activities
|
$
|
(7,680
|
)
|
|
$
|
(8,254
|
)
|
Cash flows from financing activities:
|
|
|
|
||||
Proceeds from revolving credit facility
|
$
|
12,020
|
|
|
$
|
11,698
|
|
Repayments on revolving credit facility
|
—
|
|
|
(9,249
|
)
|
||
Payments of capital lease obligations
|
(53
|
)
|
|
(243
|
)
|
||
Proceeds from stock option exercises
|
326
|
|
|
—
|
|
||
Net cash provided by financing activities
|
$
|
12,293
|
|
|
$
|
2,206
|
|
Net increase in cash, cash equivalents, and restricted cash
|
$
|
5,693
|
|
|
$
|
1,056
|
|
Cash, cash equivalents, and restricted cash at beginning of period
|
2,438
|
|
|
6,241
|
|
||
Cash, cash equivalents, and restricted cash at end of period
|
$
|
8,131
|
|
|
$
|
7,297
|
|
Supplemental disclosure of non-cash investing and financing activities:
|
|
|
|
||||
Net change in derivative assets and liabilities
included in other comprehensive loss, net of tax
|
$
|
(4,637
|
)
|
|
$
|
(1,200
|
)
|
Non-cash additions to property, plant and equipment
|
$
|
6,976
|
|
|
$
|
207
|
|
Non-cash portion of earnout receivable recognized—spice assets sale
|
$
|
252
|
|
|
$
|
150
|
|
Cumulative preferred dividends, undeclared and unpaid
|
$
|
132
|
|
|
$
|
—
|
|
|
|
Three Months Ended September 30, 2017
|
||||||||||||||||||||||
(In thousands, except per share data)
|
|
As Previously Reported
|
|
LIFO to FIFO Adjustment
|
|
Preferable Freight and Warehousing Adjustments
|
|
Corrections of Freight, Overhead Variances and PPVs
|
|
ASU 2017-07 Adjustments(1)
|
|
Retrospectively Adjusted
|
||||||||||||
Cost of goods sold
|
|
$
|
82,706
|
|
|
$
|
(445
|
)
|
|
$
|
4,462
|
|
|
$
|
(1,051
|
)
|
|
$
|
(42
|
)
|
|
$
|
85,630
|
|
Gross profit
|
|
$
|
49,007
|
|
|
$
|
445
|
|
|
$
|
(4,462
|
)
|
|
$
|
1,051
|
|
|
$
|
42
|
|
|
$
|
46,083
|
|
Selling expenses
|
|
$
|
38,915
|
|
|
$
|
—
|
|
|
$
|
(5,045
|
)
|
|
$
|
(1,042
|
)
|
|
$
|
28
|
|
|
$
|
32,856
|
|
General and administrative expenses
|
|
$
|
11,327
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
32
|
|
|
$
|
11,359
|
|
Operating expenses
|
|
$
|
50,265
|
|
|
$
|
—
|
|
|
$
|
(5,045
|
)
|
|
$
|
(1,042
|
)
|
|
$
|
60
|
|
|
$
|
44,238
|
|
(Loss) income from operations
|
|
$
|
(1,258
|
)
|
|
$
|
445
|
|
|
$
|
583
|
|
|
$
|
2,093
|
|
|
$
|
(18
|
)
|
|
$
|
1,845
|
|
Interest expense
|
|
$
|
(523
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(1,645
|
)
|
|
$
|
(2,168
|
)
|
Other, net
|
|
$
|
87
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,663
|
|
|
$
|
1,750
|
|
Total other expense
|
|
$
|
(430
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
18
|
|
|
$
|
(412
|
)
|
(Loss) income before taxes
|
|
$
|
(1,688
|
)
|
|
$
|
445
|
|
|
$
|
583
|
|
|
$
|
2,093
|
|
|
$
|
—
|
|
|
$
|
1,433
|
|
Income tax (benefit) expense
|
|
$
|
(710
|
)
|
|
$
|
608
|
|
|
$
|
151
|
|
|
$
|
543
|
|
|
$
|
—
|
|
|
$
|
592
|
|
Net (loss) income
|
|
$
|
(978
|
)
|
|
$
|
(163
|
)
|
|
$
|
432
|
|
|
$
|
1,550
|
|
|
$
|
—
|
|
|
$
|
841
|
|
Net (loss) income available to common stockholders
|
|
$
|
(978
|
)
|
|
$
|
(163
|
)
|
|
$
|
432
|
|
|
$
|
1,550
|
|
|
$
|
—
|
|
|
$
|
841
|
|
Net (loss) income available to common stockholders per common share—basic
|
|
$
|
(0.06
|
)
|
|
$
|
(0.01
|
)
|
|
$
|
0.03
|
|
|
$
|
0.09
|
|
|
$
|
—
|
|
|
$
|
0.05
|
|
Net (loss) income available to common stockholders per common share—diluted
|
|
$
|
(0.06
|
)
|
|
$
|
(0.01
|
)
|
|
$
|
0.03
|
|
|
$
|
0.09
|
|
|
$
|
—
|
|
|
$
|
0.05
|
|
(In thousands)
|
Fair Value
|
|
Estimated
Useful Life
(years)
|
||
|
|
|
|
||
Cash paid
|
$
|
38,871
|
|
|
|
Holdback Cash Amount
|
3,150
|
|
|
|
|
Multiemployer Plan Holdback
|
1,056
|
|
|
|
|
Fair value of Series A Preferred Stock (14,700 shares)(1)
|
11,756
|
|
|
|
|
Fair value of Holdback Stock (6,300 shares)(1)
|
4,825
|
|
|
|
|
Estimated post-closing working capital adjustment
|
(8,059
|
)
|
|
|
|
Total consideration
|
$
|
51,599
|
|
|
|
|
|
|
|
||
Accounts receivable
|
$
|
7,503
|
|
|
|
Inventory
|
9,415
|
|
|
|
|
Prepaid expense and other assets
|
1,951
|
|
|
|
|
Property, plant and equipment
|
4,936
|
|
|
|
|
Goodwill
|
25,395
|
|
|
|
|
Intangible assets:
|
|
|
|
||
Customer relationships
|
16,000
|
|
|
10
|
|
Trade name/trademark—indefinite-lived
|
3,100
|
|
|
|
|
Accounts payable
|
(15,080
|
)
|
|
|
|
Other liabilities
|
(1,621
|
)
|
|
|
|
Total consideration
|
$
|
51,599
|
|
|
|
(In thousands)
|
|
Three Months Ended
|
||
|
|
September 30, 2018
|
||
Net sales
|
|
$
|
20,503
|
|
Income before taxes
|
|
$
|
711
|
|
|
|
Three Months Ended September 30,
|
||||||
|
|
2018
|
|
2017
|
||||
(In thousands)
|
|
|
|
|
||||
Net sales
|
|
$
|
147,440
|
|
|
$
|
153,695
|
|
(Loss) income before taxes
|
|
$
|
(4,273
|
)
|
|
$
|
1,758
|
|
(In thousands)
|
|
September 30, 2018
|
|
June 30, 2018
|
||
Derivative instruments designated as cash flow hedges:
|
|
|
|
|
||
Long coffee pounds
|
|
48,900
|
|
|
40,913
|
|
Derivative instruments not designated as cash flow hedges:
|
|
|
|
|
||
Long coffee pounds
|
|
2,463
|
|
|
2,546
|
|
Less: Short coffee pounds
|
|
(37
|
)
|
|
—
|
|
Total
|
|
51,326
|
|
|
43,459
|
|
|
|
Derivative Instruments
Designated as Cash Flow Hedges
|
|
Derivative Instruments Not Designated as Accounting Hedges
|
||||||||||||
|
|
September 30, 2018
|
|
June 30, 2018
|
|
September 30, 2018
|
|
June 30, 2018
|
||||||||
(In thousands)
|
|
|
|
|
|
|
|
|
||||||||
Financial Statement Location:
|
|
|
|
|
|
|
|
|
||||||||
Short-term derivative assets(1):
|
|
|
|
|
|
|
|
|
||||||||
Coffee-related derivative instruments
|
|
$
|
10
|
|
|
$
|
—
|
|
|
$
|
44
|
|
|
$
|
—
|
|
Long-term derivative assets(2):
|
|
|
|
|
|
|
|
|
||||||||
Coffee-related derivative instruments
|
|
$
|
12
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Short-term derivative liabilities(1):
|
|
|
|
|
|
|
|
|
||||||||
Coffee-related derivative instruments
|
|
$
|
6,527
|
|
|
$
|
3,081
|
|
|
$
|
771
|
|
|
$
|
219
|
|
Long-term derivative liabilities(2):
|
|
|
|
|
|
|
|
|
||||||||
Coffee-related derivative instruments
|
|
$
|
553
|
|
|
$
|
386
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
Three Months Ended
September 30,
|
|
Financial Statement Classification
|
||||||
(In thousands)
|
|
2018
|
|
2017
|
|
|||||
Net losses recognized in AOCI
|
|
$
|
(8,193
|
)
|
|
$
|
(359
|
)
|
|
AOCI
|
Net (losses) gains recognized in earnings
|
|
$
|
(1,962
|
)
|
|
$
|
1,266
|
|
|
Costs of goods sold
|
|
|
Three Months Ended September 30,
|
||||||
(In thousands)
|
|
2018
|
|
2017
|
||||
Net (losses) gains on coffee-related derivative instruments(1)
|
|
$
|
(1,105
|
)
|
|
$
|
97
|
|
Net losses on investments
|
|
—
|
|
|
(9
|
)
|
||
Non-operating pension and other postretirement benefit plans cost(2)
|
|
1,763
|
|
|
1,663
|
|
||
Other losses, net
|
|
(1
|
)
|
|
(1
|
)
|
||
Other, net
|
|
$
|
657
|
|
|
$
|
1,750
|
|
(In thousands)
|
|
|
|
Gross Amount Reported on Balance Sheet
|
|
Netting Adjustments
|
|
Cash Collateral Posted
|
|
Net Exposure
|
||||||||
September 30, 2018
|
|
Derivative Assets
|
|
$
|
66
|
|
|
$
|
(66
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
Derivative Liabilities
|
|
$
|
7,851
|
|
|
$
|
(66
|
)
|
|
$
|
2,628
|
|
|
$
|
5,157
|
|
June 30, 2018
|
|
Derivative Assets
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
Derivative Liabilities
|
|
$
|
3,686
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,686
|
|
(In thousands)
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
September 30, 2018
|
|
|
|
|
|
|
|
|
||||||||
Derivative instruments designated as cash flow hedges:
|
|
|
|
|
|
|
|
|
||||||||
Coffee-related derivative liabilities(1)
|
|
$
|
7,058
|
|
|
$
|
—
|
|
|
$
|
7,058
|
|
|
$
|
—
|
|
Derivative instruments not designated as accounting hedges:
|
|
|
|
|
|
|
|
|
||||||||
Coffee-related derivative liabilities(1)
|
|
$
|
727
|
|
|
$
|
—
|
|
|
$
|
727
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
||||||||
(In thousands)
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
June 30, 2018
|
|
|
|
|
|
|
|
|
||||||||
Derivative instruments designated as cash flow hedges:
|
|
|
|
|
|
|
|
|
||||||||
Coffee-related derivative liabilities(1)
|
|
$
|
3,467
|
|
|
$
|
—
|
|
|
$
|
3,467
|
|
|
$
|
—
|
|
Derivative instruments not designated as accounting hedges:
|
|
|
|
|
|
|
|
|
||||||||
Coffee-related derivative liabilities(1)
|
|
$
|
219
|
|
|
$
|
—
|
|
|
$
|
219
|
|
|
$
|
—
|
|
(1)
|
The Company’s coffee-related derivative instruments are traded over-the-counter and, therefore, classified as Level 2.
|
(In thousands)
|
|
September 30, 2018
|
|
June 30, 2018
|
||||
Trade receivables
|
|
$
|
60,595
|
|
|
$
|
54,547
|
|
Other receivables(1)
|
|
3,215
|
|
|
4,446
|
|
||
Allowance for doubtful accounts
|
|
(1,306
|
)
|
|
(495
|
)
|
||
Accounts receivable, net
|
|
$
|
62,504
|
|
|
$
|
58,498
|
|
(In thousands)
|
|
September 30, 2018
|
|
June 30, 2018
|
||||
Coffee
|
|
|
|
|
||||
Processed
|
|
$
|
34,179
|
|
|
$
|
26,882
|
|
Unprocessed
|
|
43,531
|
|
|
37,097
|
|
||
Total
|
|
$
|
77,710
|
|
|
$
|
63,979
|
|
Tea and culinary products
|
|
|
|
|
||||
Processed
|
|
$
|
32,122
|
|
|
$
|
32,406
|
|
Unprocessed
|
|
102
|
|
|
1,161
|
|
||
Total
|
|
$
|
32,224
|
|
|
$
|
33,567
|
|
Coffee brewing equipment parts
|
|
$
|
5,638
|
|
|
$
|
6,885
|
|
Total inventories
|
|
$
|
115,572
|
|
|
$
|
104,431
|
|
(In thousands)
|
|
September 30, 2018
|
|
June 30, 2018
|
||||
Buildings and facilities
|
|
$
|
108,614
|
|
|
$
|
108,590
|
|
Machinery and equipment
|
|
240,436
|
|
|
231,581
|
|
||
Equipment under capital leases
|
|
1,370
|
|
|
1,408
|
|
||
Capitalized software
|
|
25,016
|
|
|
24,569
|
|
||
Office furniture and equipment
|
|
13,733
|
|
|
13,721
|
|
||
|
|
$
|
389,169
|
|
|
$
|
379,869
|
|
Accumulated depreciation
|
|
(214,249
|
)
|
|
(209,498
|
)
|
||
Land
|
|
16,218
|
|
|
16,218
|
|
||
Property, plant and equipment, net
|
|
$
|
191,138
|
|
|
$
|
186,589
|
|
|
|
September 30, 2018
|
|
June 30, 2018
|
||||||||||||
(In thousands)
|
|
Gross Carrying
Amount
|
|
Accumulated
Amortization
|
|
Gross Carrying
Amount
|
|
Accumulated
Amortization
|
||||||||
Amortized intangible assets:
|
|
|
|
|
|
|
|
|
||||||||
Customer relationships
|
|
$
|
33,003
|
|
|
$
|
(13,473
|
)
|
|
$
|
33,003
|
|
|
$
|
(12,903
|
)
|
Non-compete agreements
|
|
220
|
|
|
(91
|
)
|
|
220
|
|
|
(81
|
)
|
||||
Recipes
|
|
930
|
|
|
(254
|
)
|
|
930
|
|
|
(221
|
)
|
||||
Trade name/brand name
|
|
510
|
|
|
(318
|
)
|
|
510
|
|
|
(271
|
)
|
||||
Total amortized intangible assets
|
|
$
|
34,663
|
|
|
$
|
(14,136
|
)
|
|
$
|
34,663
|
|
|
$
|
(13,476
|
)
|
Unamortized intangible assets:
|
|
|
|
|
|
|
|
|
||||||||
Trademarks, trade names and brand name with indefinite lives
|
|
$
|
10,328
|
|
|
$
|
—
|
|
|
$
|
10,328
|
|
|
$
|
—
|
|
Total unamortized intangible assets
|
|
$
|
10,328
|
|
|
$
|
—
|
|
|
$
|
10,328
|
|
|
$
|
—
|
|
Total intangible assets
|
|
$
|
44,991
|
|
|
$
|
(14,136
|
)
|
|
$
|
44,991
|
|
|
$
|
(13,476
|
)
|
|
|
Three Months Ended September 31,
|
||||||
|
|
2018
|
|
2017
|
||||
(In thousands)
|
|
|
||||||
Service cost
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest cost
|
|
1,426
|
|
|
1,432
|
|
||
Expected return on plan assets
|
|
(1,485
|
)
|
|
(1,456
|
)
|
||
Amortization of net loss(1)
|
|
370
|
|
|
418
|
|
||
Net periodic benefit cost
|
|
$
|
311
|
|
|
$
|
394
|
|
|
|
Fiscal
|
||
|
|
2019
|
|
2018
|
Discount rate
|
|
4.05%
|
|
3.80%
|
Expected long-term return on plan assets
|
|
6.75%
|
|
6.75%
|
|
|
Three Months Ended September 30,
|
||||||
|
|
2018
|
|
2017
|
||||
(In thousands)
|
|
|
|
|
||||
Components of Net Periodic Postretirement Benefit Cost (Credit):
|
|
|
|
|
||||
Service cost
|
|
$
|
133
|
|
|
$
|
152
|
|
Interest cost
|
|
222
|
|
|
209
|
|
||
Amortization of net gain
|
|
(209
|
)
|
|
(210
|
)
|
||
Amortization of prior service credit
|
|
(439
|
)
|
|
(439
|
)
|
||
Net periodic postretirement benefit credit
|
|
$
|
(293
|
)
|
|
$
|
(288
|
)
|
|
|
Fiscal
|
||
|
|
2019
|
|
2018
|
Retiree Medical Plan discount rate
|
|
4.25%
|
|
4.13%
|
Death Benefit discount rate
|
|
4.25%
|
|
4.12%
|
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, 2018
|
|
161,324
|
|
|
26.82
|
|
9.24
|
|
5.1
|
|
741
|
|
Granted
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
Exercised
|
|
(24,345
|
)
|
|
11.81
|
|
5.54
|
|
—
|
|
398
|
|
Cancelled/Forfeited
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
Outstanding at September 30, 2018
|
|
136,979
|
|
|
29.49
|
|
9.90
|
|
5.5
|
|
223
|
|
Vested and exercisable at
September 30, 2018
|
|
16,818
|
|
|
13.72
|
|
6.16
|
|
1.5
|
|
223
|
|
Vested and expected to vest at
September 30, 2018
|
|
130,620
|
|
|
29.38
|
|
9.88
|
|
5.5
|
|
223
|
|
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, 2018
|
|
300,708
|
|
|
27.08
|
|
10.89
|
|
4.00
|
|
1,207
|
|
Granted
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
Exercised
|
|
(1,697
|
)
|
|
22.66
|
|
10.29
|
|
—
|
|
9
|
|
Cancelled/Forfeited
|
|
(1,563
|
)
|
|
30.34
|
|
11.45
|
|
—
|
|
—
|
|
Outstanding at September 30, 2018
|
|
297,448
|
|
|
27.09
|
|
10.89
|
|
3.79
|
|
530
|
|
Vested and exercisable at September 30, 2018
|
|
220,058
|
|
|
25.53
|
|
10.71
|
|
3.46
|
|
530
|
|
Vested and expected to vest at September 30, 2018
|
|
295,793
|
|
|
27.06
|
|
10.89
|
|
3.79
|
|
530
|
|
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 and nonvested at June 30, 2018
|
|
14,958
|
|
|
33.48
|
|
|
1.7
|
|
457
|
|
Granted
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
Vested/Released
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
Cancelled/Forfeited
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
Outstanding and nonvested at September 30, 2018
|
|
14,958
|
|
|
33.48
|
|
|
0.4
|
|
395
|
|
Expected to vest at September 30, 2018
|
|
14,663
|
|
|
33.50
|
|
|
0.4
|
|
387
|
|
Outstanding and Nonvested PBRSUs:
|
|
PBRSUs
Awarded(1)
|
|
Weighted
Average
Grant Date
Fair Value
($)
|
|
Weighted
Average
Remaining
Life
(Years)
|
|
Aggregate
Intrinsic
Value
($ in thousands)
|
||||
Outstanding and nonvested at June 30, 2018
|
|
35,732
|
|
|
31.70
|
|
|
3.4
|
|
|
1,092
|
|
Granted
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Vested/Released
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Cancelled/Forfeited
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Outstanding and nonvested at September 30, 2018
|
|
35,732
|
|
|
31.70
|
|
|
2.1
|
|
|
943
|
|
Expected to vest at September 30, 2018
|
|
32,197
|
|
|
31.70
|
|
|
2.1
|
|
|
850
|
|
(In thousands)
|
|
September 30, 2018
|
|
June 30, 2018
|
||||
Long-term obligations under capital leases
|
|
$
|
46
|
|
|
$
|
58
|
|
Derivative liabilities—noncurrent
|
|
541
|
|
|
386
|
|
||
Multiemployer Plan Holdback—Boyd Coffee
|
|
1,056
|
|
|
1,056
|
|
||
Cumulative preferred dividends, undeclared and unpaid—noncurrent
|
|
418
|
|
|
312
|
|
||
Other long-term liabilities
|
|
$
|
2,061
|
|
|
$
|
1,812
|
|
|
|
Three Months Ended September 30,
|
||||||
(In thousands, except share and per share amounts)
|
|
2018
|
|
2017(1)
|
||||
Undistributed net (loss) income available to common stockholders
|
|
$
|
(3,115
|
)
|
|
$
|
840
|
|
Undistributed net (loss) income available to nonvested restricted stockholders and holders of convertible preferred stock
|
|
(3
|
)
|
|
1
|
|
||
Net (loss) income available to common stockholders—basic
|
|
$
|
(3,118
|
)
|
|
$
|
841
|
|
|
|
|
|
|
||||
Weighted average common shares outstanding—basic
|
|
16,886,718
|
|
|
16,699,822
|
|
||
Effect of dilutive securities:
|
|
|
|
|
||||
Shares issuable under stock options
|
|
—
|
|
|
101,740
|
|
||
Shares issuable PBRSUs
|
|
—
|
|
|
—
|
|
||
Shares issuable under convertible preferred stock
|
|
—
|
|
|
—
|
|
||
Weighted average common shares outstanding—diluted
|
|
16,886,718
|
|
|
16,801,562
|
|
||
Net (loss) income per common share available to common stockholders—basic
|
|
$
|
(0.18
|
)
|
|
$
|
0.05
|
|
Net (loss) income per common share available to common stockholders—diluted
|
|
$
|
(0.18
|
)
|
|
$
|
0.05
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
(In thousands, except share and per share amounts)
|
|
|
|
|
|
|
||||||||||||||
Shares Authorized
|
|
Shares Issued and Outstanding
|
|
Stated Value per Share
|
|
Carrying Value
|
|
Cumulative Preferred Dividends, Undeclared and Unpaid
|
|
Liquidation Preference
|
||||||||||
21,000
|
|
|
14,700
|
|
|
$
|
1,035
|
|
|
$
|
15,221
|
|
|
$
|
521
|
|
|
$
|
15,221
|
|
|
|
Three Months Ended September 30,
|
||||||||||||
|
|
2018
|
|
2017
|
||||||||||
(In thousands)
|
|
$
|
|
% of total
|
|
$
|
|
% of total
|
||||||
Net Sales by Product Category:
|
|
|
|
|
|
|
|
|
||||||
Coffee (Roasted)
|
|
$
|
95,355
|
|
|
65
|
%
|
|
$
|
82,883
|
|
|
63
|
%
|
Coffee (Frozen Liquid)
|
|
8,556
|
|
|
6
|
%
|
|
7,824
|
|
|
6
|
%
|
||
Tea (Iced & Hot)
|
|
8,904
|
|
|
6
|
%
|
|
7,672
|
|
|
6
|
%
|
||
Culinary
|
|
15,994
|
|
|
11
|
%
|
|
13,763
|
|
|
10
|
%
|
||
Spice
|
|
6,157
|
|
|
4
|
%
|
|
6,274
|
|
|
5
|
%
|
||
Other beverages(1)
|
|
11,626
|
|
|
8
|
%
|
|
12,606
|
|
|
9
|
%
|
||
Net sales by product category
|
|
146,592
|
|
|
100
|
%
|
|
131,022
|
|
|
99
|
%
|
||
Fuel surcharge
|
|
848
|
|
|
—
|
%
|
|
691
|
|
|
1
|
%
|
||
Net sales
|
|
$
|
147,440
|
|
|
100
|
%
|
|
$
|
131,713
|
|
|
100
|
%
|
Item 2.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
•
|
Volume of green coffee pounds processed and sold increased
9.6%
in the three months ended
September 30, 2018
as compared to the three months ended
September 30, 2017
.
|
•
|
Gross profit increased
$2.2 million
to
$48.2 million
in the three months ended
September 30, 2018
from
$46.1 million
in the three months ended
September 30, 2017
.
|
•
|
Gross margin decreased to
32.7%
in the three months ended
September 30, 2018
, from
35.0%
in the three months ended
September 30, 2017
.
|
•
|
Loss from operations was
$(2.1) million
in the three months ended
September 30, 2018
as compared to income from operations of
$1.8 million
in the three months ended
September 30, 2017
. The change in (loss) income from operations between the periods was primarily due to restructuring and other transition expenses of
$4.5 million
in the three months ended September 30, 2018.
|
•
|
Net loss available to common stockholders was
$(3.1) million
, or
$(0.18)
per common share available to common stockholders—diluted, in the three months ended
September 30, 2018
, compared to net income available to common stockholders of
$0.8 million
, or
$0.05
per common share available to common stockholders—diluted, in the three months ended
September 30, 2017
.
|
•
|
EBITDA decreased
(49.4)%
to
$4.7 million
and EBITDA Margin was
3.2%
in the three months ended
September 30, 2018
, as compared to EBITDA of
$9.2 million
and EBITDA Margin of
7.0%
in the three months ended
September 30, 2017
.
|
•
|
Adjusted EBITDA decreased
(11.5)%
to
$11.0 million
and Adjusted EBITDA Margin was
7.5%
in the three months ended
September 30, 2018
, as compared to Adjusted EBITDA of
$12.5 million
and Adjusted EBITDA Margin of
9.5%
in the three months ended
September 30, 2017
.
|
•
|
(* EBITDA, EBITDA Margin, Adjusted EBITDA and Adjusted EBITDA Margin are non-GAAP financial measures. See
Non-GAAP Financial Measures
below for a reconciliation of these non-GAAP measures to their corresponding GAAP measures.)
|
(In millions)
|
Three Months Ended
September 30, 2018 vs. 2017 |
||
Effect of change in unit sales
|
$
|
14.0
|
|
Effect of pricing and product mix changes
|
1.7
|
|
|
Total increase in net sales
|
$
|
15.7
|
|
|
|
Three Months Ended September 30,
|
||||||||||||
|
|
2018
|
|
2017
|
||||||||||
(In thousands)
|
|
$
|
|
% of total
|
|
$
|
|
% of total
|
||||||
Net Sales by Product Category:
|
|
|
|
|
|
|
|
|
||||||
Coffee (Roasted)
|
|
$
|
95,355
|
|
|
65
|
%
|
|
$
|
82,883
|
|
|
63
|
%
|
Coffee (Frozen Liquid)
|
|
8,556
|
|
|
6
|
%
|
|
7,824
|
|
|
6
|
%
|
||
Tea (Iced & Hot)
|
|
8,904
|
|
|
6
|
%
|
|
7,672
|
|
|
6
|
%
|
||
Culinary
|
|
15,994
|
|
|
11
|
%
|
|
13,763
|
|
|
10
|
%
|
||
Spice
|
|
6,157
|
|
|
4
|
%
|
|
6,274
|
|
|
5
|
%
|
||
Other beverages(1)
|
|
11,626
|
|
|
8
|
%
|
|
12,606
|
|
|
9
|
%
|
||
Net sales by product category
|
|
146,592
|
|
|
100
|
%
|
|
131,022
|
|
|
99
|
%
|
||
Fuel surcharge
|
|
848
|
|
|
—
|
%
|
|
691
|
|
|
1
|
%
|
||
Net sales
|
|
$
|
147,440
|
|
|
100
|
%
|
|
$
|
131,713
|
|
|
100
|
%
|
•
|
income taxes;
|
•
|
interest expense; and
|
•
|
depreciation and amortization expense.
|
•
|
income taxes;
|
•
|
interest expense;
|
•
|
(loss) 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
|
•
|
acquisition and integration costs.
|
|
|
Three Months Ended September 30,
|
||||||
(In thousands)
|
|
2018
|
|
2017
|
||||
Net (loss) income, as reported
|
|
$
|
(2,986
|
)
|
|
$
|
841
|
|
Income tax (benefit) expense
|
|
(1,287
|
)
|
|
592
|
|
||
Interest expense(1)
|
|
1,204
|
|
|
523
|
|
||
Depreciation and amortization expense
|
|
7,728
|
|
|
7,253
|
|
||
EBITDA
|
|
$
|
4,659
|
|
|
$
|
9,209
|
|
EBITDA Margin
|
|
3.2
|
%
|
|
7.0
|
%
|
|
|
Three Months Ended September 30,
|
||||||
(In thousands)
|
|
2018
|
|
2017
|
||||
Net (loss) income, as reported
|
|
$
|
(2,986
|
)
|
|
$
|
841
|
|
Income tax (benefit) expense
|
|
(1,287
|
)
|
|
592
|
|
||
Interest expense(1)
|
|
1,204
|
|
|
523
|
|
||
Loss from short-term investments
|
|
—
|
|
|
7
|
|
||
Depreciation and amortization expense
|
|
7,728
|
|
|
7,253
|
|
||
ESOP and share-based compensation expense
|
|
963
|
|
|
806
|
|
||
Restructuring and other transition expenses(2)
|
|
4,467
|
|
|
120
|
|
||
Net gains from sale of spice assets
|
|
(252
|
)
|
|
(150
|
)
|
||
Net losses from sales of other assets
|
|
171
|
|
|
53
|
|
||
Acquisition and integration costs
|
|
1,012
|
|
|
2,410
|
|
||
Adjusted EBITDA
|
|
$
|
11,020
|
|
|
$
|
12,455
|
|
Adjusted EBITDA Margin
|
|
7.5
|
%
|
|
9.5
|
%
|
|
|
Three Months Ended September 30,
|
||||||
(In thousands)
|
|
2018
|
|
2017
|
||||
Maintenance:
|
|
|
|
|
||||
Coffee brewing equipment
|
|
$
|
4,117
|
|
|
$
|
2,164
|
|
Building and facilities
|
|
—
|
|
|
89
|
|
||
Vehicles, machinery and equipment
|
|
570
|
|
|
1,179
|
|
||
Software, office furniture and equipment
|
|
775
|
|
|
1,078
|
|
||
Capital expenditures, maintenance
|
|
$
|
5,462
|
|
|
$
|
4,510
|
|
|
|
|
|
|
||||
Expansion Project:
|
|
|
|
|
||||
Machinery and equipment
|
|
$
|
2,325
|
|
|
$
|
—
|
|
Capital expenditures, Expansion Project
|
|
$
|
2,325
|
|
|
$
|
—
|
|
|
|
|
|
|
||||
New Facility Costs
|
|
|
|
|
||||
Building and facilities, including land
|
|
—
|
|
|
844
|
|
||
Machinery and equipment
|
|
—
|
|
|
1,995
|
|
||
Software, office furniture and equipment
|
|
—
|
|
|
426
|
|
||
Capital expenditures, New Facility
|
|
$
|
—
|
|
|
$
|
3,265
|
|
|
|
|
|
|
||||
Total capital expenditures
|
|
$
|
7,787
|
|
|
$
|
7,775
|
|
|
|
September 30, 2018
|
|
June 30, 2018
|
||||
(In thousands)
|
|
|
|
|
||||
Current assets
|
|
$
|
194,144
|
|
|
$
|
173,514
|
|
Current liabilities(1)
|
|
212,962
|
|
|
178,457
|
|
||
Working capital
|
|
$
|
(18,818
|
)
|
|
$
|
(4,943
|
)
|
Item 3.
|
Quantitative and Qualitative Disclosures About Market Risk
|
($ in thousands)
|
|
Principal
|
|
Interest Rate
|
|
Annual Interest Expense
|
|||
–150 basis points
|
|
$101,807
|
|
2.34
|
%
|
|
$
|
2,382
|
|
–100 basis points
|
|
$101,807
|
|
2.84
|
%
|
|
$
|
2,891
|
|
Unchanged
|
|
$101,807
|
|
3.84
|
%
|
|
$
|
3,909
|
|
+100 basis points
|
|
$101,807
|
|
4.84
|
%
|
|
$
|
4,927
|
|
+150 basis points
|
|
$101,807
|
|
5.34
|
%
|
|
$
|
5,436
|
|
|
|
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)
|
|
$
|
267
|
|
|
$
|
(267
|
)
|
|
$
|
5,436
|
|
|
$
|
(5,436
|
)
|
Item 4.
|
Controls and Procedures
|
PART II - OTHER INFORMATION
|
Item 1.
|
Legal Proceedings
|
Item 5.
|
Other Information
|
Item 6.
|
Exhibits
|
Exhibit No.
|
|
Description
|
|
|
|
2.1
|
|
|
|
|
|
2.2
|
|
|
|
|
|
2.3
|
|
|
|
|
|
3.1
|
|
|
|
|
|
3.2
|
|
|
|
|
|
3.3
|
|
|
|
|
|
3.4
|
|
|
|
|
|
3.5
|
|
|
|
|
|
4.1
|
|
|
|
|
|
4.2
|
|
|
|
|
|
4.3
|
|
|
|
|
|
10.1
|
|
|
|
|
|
10.2
|
|
|
|
|
|
Exhibit No.
|
|
Description
|
|
|
|
10.3
|
|
|
|
|
|
10.4
|
|
|
|
|
|
10.5
|
|
|
|
|
|
10.6
|
|
|
|
|
|
10.7
|
|
|
|
|
|
10.8
|
|
|
|
|
|
10.9
|
|
|
|
|
|
10.10
|
|
|
|
|
|
10.11
|
|
|
|
|
|
10.12
|
|
|
|
|
|
10.13
|
|
Exhibit No.
|
|
Description
|
|
|
|
|
|
|
10.14
|
|
|
|
|
|
10.15
|
|
|
|
|
|
10.16
|
|
|
|
|
|
10.17
|
|
|
|
|
|
10.18
|
|
|
|
|
|
10.19
|
|
|
|
|
|
10.20
|
|
|
|
|
|
10.21
|
|
|
|
|
|
10.22
|
|
|
|
|
|
10.23
|
|
|
|
|
|
10.24
|
|
|
|
|
|
10.25
|
|
|
|
|
Exhibit No.
|
|
Description
|
|
|
|
10.26
|
|
|
|
|
|
10.27
|
|
|
|
|
|
10.28
|
|
|
|
|
|
10.29
|
|
|
|
|
|
10.30
|
|
|
|
|
|
10.31
|
|
|
|
|
|
10.32
|
|
|
|
|
|
10.33
|
|
|
|
|
|
10.34
|
|
|
|
|
|
10.35
|
|
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).**
|
|
|
|
10.36
|
|
|
|
|
|
10.37
|
|
|
|
|
|
10.38
|
|
|
|
|
|
10.39
|
|
|
|
|
|
Exhibit No.
|
|
Description
|
|
|
|
10.40
|
|
|
|
|
|
10.41
|
|
|
|
|
|
10.42
|
|
|
|
|
|
10.43
|
|
|
|
|
|
10.44
|
|
|
|
|
|
10.45
|
|
|
|
|
|
10.46
|
|
|
|
|
|
10.47
|
|
|
|
|
|
10.48
|
|
|
|
|
|
10.49
|
|
|
|
|
|
10.50
|
|
|
|
|
|
10.51
|
|
|
|
|
|
31.1
|
|
|
|
|
|
31.2
|
|
Exhibit No.
|
|
Description
|
|
|
|
|
|
|
32.1
|
|
|
|
|
|
32.2
|
|
|
|
|
|
101
|
|
The following financial statements from the Company’s Quarterly Report on Form 10-Q for the fiscal period ended September 30, 2018, formatted in eXtensible Business Reporting Language: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Comprehensive Loss, (iv) 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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**
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Management contract or compensatory plan or arrangement.
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F
ARMER
B
ROS
. C
O
.
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By:
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/s/ Michael H. Keown
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Michael H. Keown
President and Chief Executive Officer (chief executive officer) |
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November 9, 2018
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By:
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/s/ David G. Robson
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David G. Robson
Treasurer and Chief Financial Officer
(principal financial and accounting officer)
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November 9, 2018
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1 Year Farmer Brothers Chart |
1 Month Farmer Brothers Chart |
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