Quarterly Report — Form 10-Q — Sect. 13 / 15(d) – SEA’34 Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: 10-Q 10-Q Farm-2017.12.31-10Q HTML 794K
4: EX-10.18 Exhibit 10.18Committee Action-Esop HTML 32K
2: EX-10.6 Exhibit 10.6 Joinder Credit Agreement-Boyd's HTML 43K
3: EX-10.7 Exhibit 10.7 Joinder Pledge Security HTML 44K Agreement-Boyd's
5: EX-31.1 Certification -- §302 - SOA'02 HTML 29K
6: EX-31.2 Certification -- §302 - SOA'02 HTML 29K
7: EX-32.1 Certification -- §906 - SOA'02 HTML 26K
8: EX-32.2 Certification -- §906 - SOA'02 HTML 26K
15: R1 Document and Entity Information HTML 51K
16: R2 Consolidated Balance Sheets HTML 129K
17: R3 Consolidated Balance Sheets (Parenthetical) HTML 44K
18: R4 Consolidated Statements of Operations HTML 89K
19: R5 Consolidated Statements of Comprehensive Income HTML 39K
(Loss)
20: R6 Consolidated Statements of Cash Flows HTML 155K
21: R7 Introduction and Basis of Presentation HTML 32K
22: R8 Summary of Significant Accounting Policies HTML 65K
23: R9 Acquisition HTML 145K
24: R10 Restructuring Plans HTML 37K
25: R11 New Facility HTML 37K
26: R12 Sales of Assets HTML 32K
27: R13 Derivative Instruments HTML 137K
28: R14 Investments HTML 43K
29: R15 Fair Value Measurements HTML 80K
30: R16 Accounts and Notes Receivable, net HTML 39K
31: R17 Inventories HTML 48K
32: R18 Property, Plant and Equipment HTML 43K
33: R19 Goodwill and Intangible Assets HTML 72K
34: R20 Employee Benefit Plans HTML 104K
35: R21 Bank Loan HTML 31K
36: R22 Share-Based Compensation HTML 156K
37: R23 Other Long-Term Liabilities HTML 36K
38: R24 Income Taxes HTML 34K
39: R25 Net (Loss) Income Per Common Share HTML 71K
40: R26 Preferred Stock (Notes) HTML 31K
41: R27 Commitments and Contingencies HTML 42K
42: R28 Subsequent Event Subsequent Event HTML 27K
43: R29 Summary of Significant Accounting Policies HTML 65K
(Policies)
44: R30 Acquisition (Tables) HTML 124K
45: R31 Derivative Instruments (Tables) HTML 161K
46: R32 Investments (Tables) HTML 43K
47: R33 Fair Value Measurements (Tables) HTML 79K
48: R34 Accounts Receivable, net (Tables) HTML 36K
49: R35 Inventories (Tables) HTML 47K
50: R36 Property, Plant and Equipment (Tables) HTML 43K
51: R37 Goodwill and Intangible Assets (Tables) HTML 66K
52: R38 Employee Benefit Plans (Tables) HTML 88K
53: R39 Share-Based Compensation (Tables) HTML 130K
54: R40 Other Long-Term Liabilities (Tables) HTML 36K
55: R41 Net (Loss) Income Per Common Share (Tables) HTML 68K
56: R42 Summary of Significant Accounting Policies - HTML 50K
Narrative (Details)
57: R43 Acquisition (Details) HTML 186K
58: R44 Restructuring Plans (Details) HTML 75K
59: R45 New Facility (Details) HTML 56K
60: R46 Sales of Assets (Details) HTML 50K
61: R47 Derivative Instruments - Schedule of Notional HTML 35K
Volumes of Derivative Instruments (Details)
62: R48 Derivative Instruments - Fair Value of Derivative HTML 47K
Instruments on the Consolidated Balance Sheets
(Details)
63: R49 Derivative Instruments - Pretax Effect of HTML 34K
Derivative Instruments on Earnings and OCI
(Details)
64: R50 Derivative Instruments - Narrative (Details) HTML 31K
65: R51 Derivative Instruments - Net Realized and HTML 37K
Unrealized Gains and Losses Recorded in "Other,
net" (Details)
66: R52 Derivative Instruments - Schedule of Offsetting HTML 54K
Derivative Asset and Liability Positions (Details)
67: R53 Investments (Details) HTML 32K
68: R54 Fair Value Measurements - Assets and Liabilities HTML 55K
Measured and Recorded at Fair Value on a Recurring
Basis (Details)
69: R55 Accounts Receivable, net - Schedule of Accounts HTML 34K
Receivable (Details)
70: R56 Accounts Receivable, net - Narrative (Details) HTML 28K
71: R57 Inventories - Schedule of Inventory (Details) HTML 40K
72: R58 Inventories - Narrative (Details) HTML 28K
73: R59 Property, Plant and Equipment (Details) HTML 48K
74: R60 Goodwill and Intangible Assets - Narrative HTML 39K
(Details)
75: R61 Goodwill and Intangible Assets - Schedule of HTML 47K
Intangible Assets (Details)
76: R62 Employee Benefit Plans - Components of Net HTML 56K
Periodic Benefit Cost and Amounts Recognized in
Other Comprehensive Income (Details)
77: R63 Employee Benefit Plans Narrative (Details) HTML 70K
78: R64 Employee Benefit Plans - Multi-Employer Plan HTML 58K
(Details)
79: R65 Bank Loan (Details) HTML 79K
80: R66 Share-Based Compensation - Narrative (Details) HTML 112K
81: R67 Share-Based Compensation - Stock Option Activity HTML 173K
(Details)
82: R68 Share-Based Compensation - Weighted-average HTML 40K
assumptions using Black-Scholes model (Details)
83: R69 Share-Based Compensation - Restricted Stock HTML 113K
Activity (Details)
84: R70 Share-Based Compensation - Performance-Based RSUs HTML 88K
(Details)
85: R71 Other Long-Term Liabilities (Details) HTML 41K
86: R72 Income Taxes - Narrative (Details) HTML 41K
87: R73 Net (Loss) Income Per Common Share (Details) HTML 60K
88: R74 Preferred Stock (Details) HTML 59K
89: R75 Commitments and Contingencies - Narrative HTML 44K
(Details)
90: R76 Subsequent Event (Details) HTML 32K
92: XML IDEA XML File -- Filing Summary XML 162K
91: EXCEL IDEA Workbook of Financial Reports XLSX 109K
9: EX-101.INS XBRL Instance -- farm-20171231 XML 2.77M
11: EX-101.CAL XBRL Calculations -- farm-20171231_cal XML 238K
12: EX-101.DEF XBRL Definitions -- farm-20171231_def XML 1.13M
13: EX-101.LAB XBRL Labels -- farm-20171231_lab XML 2.12M
14: EX-101.PRE XBRL Presentations -- farm-20171231_pre XML 1.35M
10: EX-101.SCH XBRL Schema -- farm-20171231 XSD 202K
93: ZIP XBRL Zipped Folder -- 0000034563-18-000011-xbrl Zip 312K
THIS JOINDER TO PLEDGE AND SECURITY AGREEMENT (this “Agreement”), dated as of November 29, 2017, is entered into by and among FARMER BROS. CO., a Delaware corporation, COFFEE BEAN INTERNATIONAL, INC. an Oregon corporation, FBC FINANCE COMPANY, a
California corporation, COFFEE BEAN HOLDING CO., INC., a Delaware corporation and CHINA MIST BRANDS, INC., a Delaware
corporation (each individually an “Existing Grantor”, and individually and collectively, jointly and severally, the “Existing Grantors”), BOYD ASSETS CO., a Delaware corporation (“New Grantor”, and together with Existing Grantors, each a “Grantor” and collectively, the “Grantors”) and JPMORGAN CHASE BANK, N.A., in its capacity as administrative agent for the below defined Lenders (the “Administrative Agent”) to join New Grantor to that certain Pledge and Security Agreement, dated as of March 2, 2015, by and among Existing Grantors and the Administrative Agent (as amended by that certain First Amendment to Credit Agreement and First
Amendment to Pledge and Security Agreement, dated as of August 25, 2017, (the “First Amendment”), and as further amended, restated, supplemented, or otherwise modified from time to time, the “Security Agreement”).
RECITAL
A.The Existing Grantors, the Administrative Agent and the lenders party thereto as “Lenders” (each individually, a “Lender” and collectively, the “Lenders”) have previously entered into that certain Credit Agreement, dated as of March
2, 2015 (as amended by the First Amendment, and as further amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms, the “Credit Agreement”), pursuant to which the Lenders have made certain loans and financial accommodations available to the Borrowers. All capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Security Agreement or, if not defined therein, in the Credit Agreement.
B.Existing Grantors, Administrative Agent and New Grantor are simultaneously herewith entering into that certain Joinder Agreement, dated as of the date hereof, pursuant to which New Grantor has been added as a “Borrower” under the Credit Agreement.
AGREEMENT
The
Grantors and the Administrative Agent, for the benefit of the Lenders, hereby agree as follows:
1. New Grantor hereby acknowledges, agrees and confirms that, by its execution of this Agreement, New Grantor will be deemed to be a “Grantor” for all purposes of the Security Agreement with the same force and effect as if New Grantor had duly executed and delivered the Security Agreement as a Grantor thereunder in addition to the Existing Grantors, and shall have all of the obligations of a Grantor thereunder. Each reference to a “Grantor” or “Grantors” in the Security
Agreement shall be deemed to include New Grantor in addition to Existing Grantors. The Security
Agreement is incorporated herein by reference.
2. New Grantor hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions contained in the Security Agreement applicable to it as a “Grantor” thereunder, including without limitation all of the covenants set forth in Articles IV and VII of the Security Agreement. New Grantor hereby makes the representations and warranties as a “Grantor” contained in the Security Agreement in Article III and agrees that such representations and warranties by it as a “Grantor” are true and correct in all material respects (except that such materiality qualifier shall
not be applicable to any representations and warranties that are already qualified or modified by
materiality in the text thereof) on and as of the date hereof.
3. To secure the prompt and complete payment and performance of all Secured Obligations, New Grantor does hereby pledge, collaterally assign and grant to the Administrative Agent, on behalf of and for the ratable benefit of the Secured Parties, a security interest in all of New Grantor’s right, title and interest in, to and under the Collateral including, without limitation, the personal property and other assets described in items (i) through (xv) of Article II of the Security Agreement; provided, however, that “Collateral” (and each defined term used in the definition of Collateral) shall not include any Excluded Collateral; and provided, further, that if and when any
property shall cease to be Excluded Collateral, such property shall be deemed at all times from and after such date to constitute Collateral.
4. The information set forth in Exhibits A, B, C, D, E, F, G and H of Annex A attached hereto supplements the information set forth in Exhibits A, B,
C, D, E, F, G and H, respectively, to the Security Agreement and shall be deemed a part thereof for all purposes of the Security Agreement; provided, however, that with respect to the representations and warranties by New Grantor made as of the date of the Security Agreement which incorporate such exhibits by reference as of such date, such representations and warranties by New Grantor shall be deemed to be made as of the date hereof.
5. New Grantor hereby authorizes the Administrative Agent
to file, and if requested will deliver to the Administrative Agent, all financing statements and other documents and take such other actions as may from time to time be reasonably requested by the Administrative Agent in order to maintain a first priority perfected security interest (subject to Permitted Liens) in and, if applicable, Control of, the Collateral owned by New Grantor. Any financing statement filed by the Administrative Agent may be filed in any filing office in any UCC jurisdiction and may (a) indicate New Grantor’s Collateral (i) as all assets of New Grantor or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC of such jurisdiction, or (ii) by any other description which reasonably approximates the description contained in this Agreement and the Security Agreement, and (b) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency
or filing office acceptance of any financing statement or amendment, including (i) whether New Grantor is an organization, the type of organization and any organization identification number issued to New Grantor, and (ii) in the case of a financing statement filed as a fixture filing or indicating New Grantor’s Collateral as as-extracted collateral or timber to be cut, a sufficient description of real property to which the Collateral relates. New Grantor also agrees to furnish any such information described in the foregoing sentence to the Administrative Agent promptly upon request. New Grantor also ratifies its authorization for the Administrative Agent to have filed in any UCC jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof.
6. New
Grantor represents and warrants to Administrative Agent and the Lenders that as of the date hereof:
(a) New Grantor has the requisite corporate power and authority to execute and deliver this Agreement, and to perform its obligations hereunder and under the Loan Documents (as modified hereby) to which it is a party. The execution, delivery, and performance by New Grantor of this Agreement have been duly approved by all necessary corporate action.
(b) This Agreement has been duly executed and delivered by New Grantor and constitutes its valid and legally binding obligation, enforceable against it in accordance with its terms, except as enforceability thereof may be limited by bankruptcy, insolvency,
reorganization, fraudulent transfer, moratorium, or other similar laws affecting creditors’ rights generally and general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity).
7. This Agreement is a Loan Document. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall constitute one and the same instrument. Delivery of an executed counterpart of this Agreement by telefacsimile or other electronic method of transmission shall be equally as effective as delivery of an original executed counterpart of this Agreement.
8. THIS
AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF CALIFORNIA, BUT GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL BANKS. THIS AGREEMENT SHALL BE SUBJECT TO THE PROVISIONS REGARDING CHOICE OF LAW, CONSENT TO JURISDICTION, AND WAIVER OF JURY TRIAL SET FORTH IN SECTIONS 8.16, 8.17, AND 8.18 OF THE SECURITY AGREEMENT, AND SUCH PROVISIONS ARE INCORPORATED HEREIN BY THIS REFERENCE, MUTATIS MUTANDIS.
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IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their duly authorized officers as of the day and year first above written.
