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 AGREEMENT (this “Agreement”), dated as of November 29, 2017, is entered into between Boyd Assets Co., a Delaware corporation (the “New Subsidiary”), Farmer Bros. Co., a Delaware corporation (the “Company”), as the Borrower Representative
and JPMorgan Chase Bank, N.A., in its capacity as administrative agent (the “Administrative Agent”) under that certain Credit Agreement dated as of March 2, 2015 (as amended by that certain First Amendment to Credit Agreement and First Amendment to Pledge and Security Agreement, dated as of August 25, 2017, and as the same may be amended, modified, extended or restated from time to time, the “Credit Agreement”) among the Company (following the execution of this Agreement, the Company together with China Mist Brands, Inc., a Delaware corporation, and New Subsidiary and any other Person that joins the Credit Agreement
as a Borrower in accordance with the terms thereof, are referred to hereinafter each individually as a “Borrower” and, collectively, jointly and severally, as the “Borrowers”), the other Loan Parties party thereto, the Lenders party thereto from time to time and the Administrative Agent for the Lenders. All capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in the Credit Agreement.
The New Subsidiary and the Administrative Agent, for the benefit of the Lenders, hereby agree as follows:
1.The New Subsidiary hereby acknowledges, agrees and confirms that, by its execution of this Agreement, the New Subsidiary will be deemed to be a Loan
Party and a Borrower under the Credit Agreement and a “Loan Guarantor” for all purposes of the Credit Agreement and shall have all of the obligations of a Loan Party, a Borrower and a Loan Guarantor thereunder as if it had executed the Credit Agreement. The New Subsidiary hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions contained in the Credit Agreement, including without limitation (a) all of the representations and warranties of the Loan Parties set forth in Article III of the Credit Agreement, (b) all of the covenants set forth in Articles V and VI of the Credit Agreement and (c) all of the guaranty obligations set forth in Article X of the Credit Agreement. Without limiting the generality of the foregoing terms of this paragraph 1, the New Subsidiary, subject to the limitations set forth in Sections 10.10 and
10.13
of the Credit Agreement, hereby guarantees, jointly and severally with the other Loan Guarantors, to the Administrative Agent and the Lenders, as provided in Article X of the Credit Agreement, the prompt
payment and performance of the Guaranteed Obligations in full when due (whether at stated maturity, as a
mandatory prepayment, by acceleration or otherwise) strictly in accordance with the terms thereof and agrees that if any of the Guaranteed Obligations are not paid or performed in full when due (whether at
stated maturity, as a mandatory prepayment, by acceleration or otherwise), the New Subsidiary will, jointly
and severally together with the other Loan Guarantors, promptly pay and perform the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment
or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration or otherwise) in accordance with the terms of such extension or renewal. New Subsidiary and the Borrower Representative each acknowledge and agree that, until the Administrative Agent has notified the Borrower Representative that it has received all documentation and other information for New Subsidiary required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT ACT, the Borrower Representative will not be permitted to submit a Borrowing Request for a Borrowing in the name of the New Subsidiary, and the New Subsidiary will not be permitted to receive any proceeds from any Borrowing, and that any violation of this sentence shall be an Event of Default under the Credit Agreement.
2.If
required, the New Subsidiary is, simultaneously with the execution of this Agreement, executing and delivering such Collateral Documents (and such other documents and instruments) as required pursuant to Section 5.14 of the Credit Agreement.
3.The address of the New Subsidiary for purposes of Section 9.01 of the Credit Agreement is as follows:
1912 Farmer Brothers Drive Northlake, TX 765262
4.
The information set forth in Schedules
3.05, 3.06, 3.15, 6.01, 6.02, 6.04 and 6.10 of
Annex A attached hereto supplements the information set forth in Schedules 3.05, 3.06, 3.15, 6.01, 6.02,
6.04 and 6.10, respectively, to the Credit Agreement and shall be deemed a part thereof for all purposes of the Credit Agreement; provided, however, that with respect to the representations and warranties by New
Subsidiary made as of the date of the Credit Agreement which incorporate such schedules by reference as
of such date, such representations and warranties by New Subsidiary shall be deemed to be made as of the date hereof.
5.The
New Subsidiary hereby waives acceptance by the Administrative Agent and the Lenders of the guaranty by the New Subsidiary upon the execution of this Agreement by the New Subsidiary.
6.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.
7.THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED 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.
8.(a)
Within 5 Business Days of the date hereof, (or such later date as the Administrative Agent may agree in its sole discretion), the Borrowers shall deliver updated insurance certificates and endorsements, in form and substance reasonably satisfactory to the Administrative Agent.
[Signature pages follow]
2
IN
WITNESS WHEREOF, the New Subsidiary and Borrower Representative have caused this Agreement to be duly executed by its authorized officer, and the Administrative Agent, for the benefit of the Lenders, has caused the same to be accepted by its authorized officer, as of the day and year first above written.
