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-10.2’ — Exhibit 10.2 Joinder to Credit Agreement
THIS JOINDER AGREEMENT (this “Agreement”), dated as of October 11, 2016, is entered into between China Mist Brands, Inc., a Delaware corporation formerly known as Tea Leaf Acquisition Corp. (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 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 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:
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.
[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.
