Quarterly Report — Form 10-Q — Sect. 13 / 15(d) – SEA’34 Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: 10-Q 10-Q Farm 2016.12.31 HTML 738K
2: EX-10.2 Exhibit 10.2 Joinder to Credit Agreement HTML 39K
3: EX-10.4 Exhibit 10.4 Joinder to Pledge and Security HTML 42K Agreement
4: EX-31.1 Certification -- §302 - SOA'02 HTML 29K
5: EX-31.2 Certification -- §302 - SOA'02 HTML 29K
6: EX-32.1 Certification -- §906 - SOA'02 HTML 26K
7: EX-32.2 Certification -- §906 - SOA'02 HTML 26K
14: R1 Document and Entity Information HTML 51K
15: R2 Consolidated Balance Sheets HTML 139K
16: R3 Consolidated Balance Sheets (Parenthetical) HTML 42K
17: R4 Consolidated Statements of Operations HTML 86K
18: R5 Consolidated Statements of Comprehensive Income HTML 41K
(Loss)
19: R6 Consolidated Statements of Cash Flows HTML 161K
20: R7 Consolidated Statements of Stockholders' Equity HTML 30K
21: R8 Introduction and Basis of Presentation (Notes) HTML 35K
22: R9 Summary of Significant Accounting Policies HTML 62K
23: R10 Acquisition HTML 49K
24: R11 Corporate Relocation Plan HTML 95K
25: R12 New Facility (Notes) HTML 40K
26: R13 Sales of Assets (Notes) HTML 40K
27: R14 Assets Held for Sale (Notes) HTML 28K
28: R15 Derivative Instruments HTML 134K
29: R16 Investments HTML 45K
30: R17 Fair Value Measurements HTML 71K
31: R18 Accounts and Notes Receivable, net HTML 39K
32: R19 Inventories HTML 50K
33: R20 Property, Plant and Equipment HTML 49K
34: R21 Employee Benefit Plans HTML 101K
35: R22 Bank Loan HTML 32K
36: R23 Share-Based Compensation HTML 122K
37: R24 Other Long-Term Liabilities Other Long-Term HTML 36K
Liabilities
38: R25 Income Taxes HTML 33K
39: R26 Net Income Per Common Share HTML 64K
40: R27 Commitments and Contingencies HTML 113K
41: R28 Subsequent Events HTML 27K
42: R29 Summary of Significant Accounting Policies HTML 97K
(Policies)
43: R30 Acquisition (Tables) HTML 37K
44: R31 Corporate Relocation Plan (Tables) HTML 88K
45: R32 Derivative Instruments (Tables) HTML 149K
46: R33 Investments (Tables) HTML 43K
47: R34 Fair Value Measurements (Tables) HTML 68K
48: R35 Accounts and Notes Receivable, net (Tables) HTML 37K
49: R36 Inventories (Tables) HTML 46K
50: R37 Property, Plant and Equipment (Tables) HTML 48K
51: R38 Employee Benefit Plans (Tables) HTML 87K
52: R39 Share-Based Compensation (Tables) HTML 112K
53: R40 Other Long-Term Liabilities (Tables) HTML 36K
54: R41 Net Income Per Common Share (Tables) HTML 62K
55: R42 Commitments and Contingencies (Tables) HTML 99K
56: R43 Introduction and Basis of Presentation (Details) HTML 29K
57: R44 Summary of Significant Accounting Policies - HTML 105K
Narrative (Details)
58: R45 Acquisition (Details) HTML 62K
59: R46 Corporate Relocation Plan (Details) HTML 56K
60: R47 Corporate Relocation Plan - Restructuring Activity HTML 63K
(Details)
61: R48 New Facility (Details) HTML 61K
62: R49 Sales of Assets (Details) HTML 68K
63: R50 Assets Held for Sale (Details) HTML 35K
64: R51 Derivative Instruments - Schedule of Notional HTML 37K
Volumes of Derivative Instruments (Details)
65: R52 Derivative Instruments - Fair Value of Derivative HTML 44K
Instruments on the Consolidated Balance Sheets
(Details)
66: R53 Derivative Instruments - Pretax Effect of HTML 34K
Derivative Instruments on Earnings and OCI
(Details)
67: R54 Derivative Instruments - Narrative (Details) HTML 31K
68: R55 Derivative Instruments - Net Realized and HTML 38K
Unrealized Gains and Losses Recorded in "Other,
net" (Details)
69: R56 Derivative Instruments - Schedule of Offsetting HTML 54K
Derivative Asset and Liability Positions (Details)
70: R57 Investments (Details) HTML 33K
71: R58 Fair Value Measurements - Assets and Liabilities HTML 52K
Measured and Recorded at Fair Value on a Recurring
Basis (Details)
72: R59 Accounts and Notes Receivable, net - Schedule of HTML 33K
Accounts Receivable (Details)
73: R60 Accounts and Notes Receivable, net - Narrative HTML 29K
(Details)
74: R61 Accounts and Notes Receivable, net - Allowance For HTML 27K
Doubtful Accounts (Details)
75: R62 Inventories - Schedule of Inventory (Details) HTML 39K
76: R63 Inventories - Narrative (Details) HTML 28K
77: R64 Property, Plant and Equipment (Details) HTML 60K
78: R65 Employee Benefit Plans - Components of Net HTML 59K
Periodic Benefit Cost and Amounts Recognized in
Other Comprehensive Income (Details)
79: R66 Employee Benefit Plans Narrative (Details) HTML 74K
80: R67 Bank Loan (Details) HTML 81K
81: R68 Share-Based Compensation - Narrative (Details) HTML 84K
82: R69 Share-Based Compensation - Stock Option Activity HTML 150K
(Details)
83: R70 Share-Based Compensation - Weighted-average HTML 40K
assumptions using Black-Scholes model (Details)
84: R71 Share-Based Compensation - Restricted Stock HTML 89K
Activity (Details)
85: R72 Other Long-Term Liabilities (Details) HTML 31K
86: R73 Income Taxes - Narrative (Details) HTML 36K
87: R74 Net Income Per Common Share (Details) HTML 50K
88: R75 Commitments and Contingencies - Narrative HTML 44K
(Details)
89: R76 Commitments and Contingencies - Contractual HTML 149K
Obligations (Details)
90: R77 Subsequent Events - Narrative (Details) HTML 34K
92: XML IDEA XML File -- Filing Summary XML 164K
91: EXCEL IDEA Workbook of Financial Reports XLSX 105K
8: EX-101.INS XBRL Instance -- farm-20161231 XML 2.53M
10: EX-101.CAL XBRL Calculations -- farm-20161231_cal XML 295K
11: EX-101.DEF XBRL Definitions -- farm-20161231_def XML 1.09M
12: EX-101.LAB XBRL Labels -- farm-20161231_lab XML 2.37M
13: EX-101.PRE XBRL Presentations -- farm-20161231_pre XML 1.44M
9: EX-101.SCH XBRL Schema -- farm-20161231 XSD 220K
93: ZIP XBRL Zipped Folder -- 0000034563-17-000012-xbrl Zip 307K
‘EX-10.4’ — Exhibit 10.4 Joinder to Pledge and Security Agreement
THIS JOINDER TO PLEDGE AND SECURITY AGREEMENT (this “Agreement”), dated as of October 11, 2016, 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 and COFFEE BEAN HOLDING CO., INC., a Delaware corporation (each individually an “Existing Grantor”, and individually and collectively, jointly and severally, the “Existing Grantors”),
CHINA MIST BRANDS, INC., a Delaware corporation formerly known as Tea Leaf Acquisition Corp. (“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, 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, 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 Borrower. 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).
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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.
