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As Of Filer Filing For·On·As Docs:Size 5/06/16 Farmer Brothers Co 10-Q 3/31/16 91:10M |
Document/Exhibit Description Pages Size
1: 10-Q 10-Q Q3 Fiscal 2016 HTML 718K
2: EX-3.2 Articles of Incorporation/Organization or Bylaws HTML 144K
4: EX-10.12 Material Contract HTML 77K
5: EX-10.13 Material Contract HTML 29K
6: EX-10.14 Material Contract HTML 74K
7: EX-10.36 Material Contract HTML 36K
8: EX-10.37 Material Contract HTML 38K
9: EX-10.39 Material Contract HTML 30K
10: EX-10.40 Material Contract HTML 38K
11: EX-10.41 Material Contract HTML 214K
3: EX-10.8 Material Contract HTML 220K
12: EX-31.1 Certification -- §302 - SOA'02 HTML 30K
13: EX-31.2 Certification -- §302 - SOA'02 HTML 30K
14: EX-32.1 Certification -- §906 - SOA'02 HTML 27K
15: EX-32.2 Certification -- §906 - SOA'02 HTML 27K
22: R1 Document and Entity Information HTML 45K
23: R2 Consolidated Balance Sheets HTML 146K
24: R3 Consolidated Balance Sheets (Parenthetical) HTML 42K
25: R4 Consolidated Statements of Operations HTML 86K
26: R5 Consolidated Statements of Comprehensive Income HTML 41K
27: R6 Consolidated Statements of Cash Flows HTML 141K
28: R7 Summary of Significant Accounting Policies HTML 95K
29: R8 Corporate Relocation Plan HTML 73K
30: R9 Facility Lease Obligation HTML 47K
31: R10 Sale of Spice Assets HTML 35K
32: R11 Asset Held For Sale (Notes) HTML 28K
33: R12 Derivative Financial Instruments HTML 145K
34: R13 Investments HTML 46K
35: R14 Fair Value Measurements HTML 89K
36: R15 Accounts and Notes Receivable, Net HTML 39K
37: R16 Inventories HTML 52K
38: R17 Employee Benefit Plans HTML 101K
39: R18 Bank Loan HTML 38K
40: R19 Other Long-Term Liabilities HTML 36K
41: R20 Share-based Compensation HTML 133K
42: R21 Income Taxes HTML 34K
43: R22 Net Income (Loss) Per Common Share HTML 63K
44: R23 Commitments and Contingencies HTML 101K
45: R24 Summary of Significant Accounting Policies HTML 139K
(Policies)
46: R25 Corporate Relocation Plan (Tables) HTML 62K
47: R26 Derivative Financial Instruments (Tables) HTML 139K
48: R27 Investments (Tables) HTML 45K
49: R28 Fair Value Measurements (Tables) HTML 81K
50: R29 Accounts and Notes Receivable, Net (Tables) HTML 38K
51: R30 Inventories (Tables) HTML 46K
52: R31 Employee Benefit Plans (Tables) HTML 87K
53: R32 Other Long-Term Liabilities (Tables) HTML 35K
54: R33 Share-based Compensation (Tables) HTML 121K
55: R34 Net Income (Loss) Per Common Share (Tables) HTML 62K
56: R35 Commitments and Contingencies Commitments and HTML 96K
Contingencies (Tables)
57: R36 Summary of Significant Accounting Policies - HTML 71K
Narrative (Details)
58: R37 Summary of Significant Accounting Policies - HTML 31K
Earnings Per Share (Details)
59: R38 Summary of Significant Accounting Policies - Self HTML 42K
Insurance (Details)
60: R39 Corporate Relocation Plan (Details) HTML 82K
61: R40 Facility Lease Obligation (Details) HTML 96K
62: R41 Sale of Spice Assets (Details) HTML 40K
63: R42 Asset Held For Sale (Details) HTML 33K
64: R43 Derivative Financial Instruments - Narrative HTML 61K
(Details)
65: R44 Derivative Financial Instruments - Schedule of HTML 30K
Notional Amounts of Outstanding Derivative
Positions (Details)
66: R45 Derivative Financial Instruments - Fair Value of HTML 48K
Derivative Instruments on the Consolidated Balance
Sheets (Details)
67: R46 Derivative Financial Instruments - Pretax Effect HTML 36K
of Derivative Instruments on Earnings and OCI
(Details)
68: R47 Derivative Financial Instruments - Net Realized HTML 43K
and Unrealized Gains and Losses Recorded in
"Other, net" (Details)
69: R48 Derivative Financial Instruments - Schedule of HTML 58K
Offsetting Derivative Assets and Liabilities
(Details)
70: R49 Investments - Gross Unrealized Losses (Details) HTML 33K
71: R50 Fair Value Measurements - Assets and Liabilities HTML 54K
Measured and Recorded at Fair Value on a Recurring
Basis (Details)
72: R51 Accounts and Notes Receivable, Net - Schedule of HTML 42K
Accounts Receivable (Details)
73: R52 Inventories - Schedule of Inventory (Details) HTML 40K
74: R53 Inventories - Narrative (Details) HTML 27K
75: R54 Employee Benefit Plans - Narrative (Details) HTML 74K
76: R55 Employee Benefit Plans - Components of Net HTML 59K
Periodic Benefit Cost and Amounts Recognized in
Other Comprehensive Income (Details)
77: R56 Employee Benefit Plans - Defined Contribution HTML 40K
Plans (Details)
78: R57 Bank Loan (Details) HTML 151K
79: R58 Bank Loan Swingline Loans (Details) HTML 29K
80: R59 Other Long-Term Liabilities (Details) HTML 35K
81: R60 Share-based Compensation - Narrative (Details) HTML 85K
82: R61 Share-based Compensation - Weighted Average HTML 49K
Assumptions Used (Details)
83: R62 Share-based Compensation - Stock Option Activity HTML 169K
(Details)
84: R63 Share-based Compensation - Restricted Stock HTML 94K
Activity (Details)
85: R64 Income Taxes - Narrative (Details) HTML 36K
86: R65 Net Income (Loss) Per Common Share (Details) HTML 54K
87: R66 Commitments and Contingencies - Narrative HTML 50K
(Details)
88: R67 Commitments and Contingencies Contractual HTML 150K
obligations (Details)
90: XML IDEA XML File -- Filing Summary XML 147K
89: EXCEL IDEA Workbook of Financial Reports XLSX 105K
16: EX-101.INS XBRL Instance -- farm-20160331 XML 2.40M
18: EX-101.CAL XBRL Calculations -- farm-20160331_cal XML 252K
19: EX-101.DEF XBRL Definitions -- farm-20160331_def XML 899K
20: EX-101.LAB XBRL Labels -- farm-20160331_lab XML 1.99M
21: EX-101.PRE XBRL Presentations -- farm-20160331_pre XML 1.20M
17: EX-101.SCH XBRL Schema -- farm-20160331 XSD 194K
91: ZIP XBRL Zipped Folder -- 0000034563-16-000104-xbrl Zip 281K
| Exhibit |
1.1 | Subject to the terms set forth herein, the Lender agrees to lend to the Borrower the Principal Amount, or such portion of the Principal Amount as the Borrower elects to receive from time to time under Section 1.2 of this Agreement (the "Loan"). |
1.2 | During the period commencing with the date hereof
and ending on December 31, 2002, the Borrower may elect from. time to time to receive from Lender all or any portion of the Principal Amount (an "Advance"), less the portion of the Principal Amount previously advanced to the Borrower hereunder which is outstanding at the time of such election. Amounts Advanced and repaid may be reborrowed prior to December 31, 2002. An election to receive an Advance shall be made by the Borrower in writing to the Lender and shall specify the amount of the Advance requested and the date on which the Borrower requests that such funds be made available. Such date shall be no less than three business days prior to the date the notice of such election is received by the Lender, unless the Lender in its sole discretion waives such requirement. |
1.3 | The
Borrower hereby agrees that it will use the entire proceeds of each Advance within a reasonable time after receipt to acquire FARMER BROS. CO. stock through open market purchases or from the Lender or any shareholder of Lender. If for any reason such purchases cannot be effected within a reasonable time, the Borrower must make a principal prepayment of the Loan with all such unused proceeds. |
1.4 | Borrower's indebtedness is evidenced by a Promissory Note of even date (the "Note") in the form attached hereto as Exhibit "A". The Lender shall enter upon the schedule attached to the Note the date and principal amount of each Advance. |
1.5 | Interest
shall accrue on the balance of unpaid principal from the date of each Advance until the payment due date as described in the Note. |
1.6 | To secure payment of the Promissory Note, Borrower grants Lender a security interest in the shares purchased with the loan proceeds under the ESOP Pledge Agreement attached hereto as Exhibit "B". |
1.7 | The Borrower shall make principal
and interest payments to the Lender according to the terms of the Note. The date and amount of each payment, principal or interest, shall be entered on the schedule to the Note. |
1.8 | The Lender agrees to make contributions to the ESOP in cash or by cancellation of indebtedness from time to time and in amounts sufficient to permit the Borrower to make timely repayments of principal and interest due under the terms of the Note. Subject to the preceding sentence, the amount and timing of such contribution(s) shall be at the sole discretion of the Lender, after considering the amount of each annual payment of principal and interest, the amount of any cash dividends received by the ESOP on Lender's stock
and the amount, if any, of non-Lender investments held by the ESOP. The Lender shall not be required to make contributions to the ESOP in amounts in excess of the limitations under Sections 404(a) and 415(c) of the Code. The Borrower agrees that so long as any interest or principal amount remains payable on the Loan, Borrower will use all cash contributions, earnings thereon and cash dividends received by the ESOP to make payments on the Loan. Borrower's obligation to make payments on the Loan is limited to the excess of the aggregate of such contributions, earnings and dividends over prior Loan payments. Lender shall have no recourse against Borrower’s assets other than such excess contributions, earnings and dividends and the shares of FARMER BROS. CO. stock then pledged under the ESOP Pledge Agreement. |
1.9 | The
Borrower may prepay principal or interest without premium or penalty, any such prepayment shall be applied to the principal installments in the inverse order of maturities. |
1.10 | The ESOP may elect to apply the proceeds from the sale of any Shares remaining subject to pledge to pay principal and interest due on the Loan in the event of the termination of the ESOP or if the ESOP ceases to be an employee stock ownership plan under Section 4975(e)(7) of the Code. |
2.1 | The
Borrower has duly authorized the execution; delivery and performance of this Agreement, the Note, and the ESOP Pledge Agreement and any other documents in connection with the Loan. These documents that have been or will be executed and delivered pursuant to this Agreement constitute valid, binding obligations of the ESOP, each enforceable according to its terms. |
2.2 | The Borrower is an employee stock ownership plan established by the Lender and has all requisite power and authority, as described in the ESOP plan document, to execute, deliver and perform its obligations under this Agreement. |
2.3 | .
All of the proceeds of the Loan will be used by the Trustee to purchase for the ESOP shares of "employer securities" as defined in Section 409(1) of the Code, subject to Section 1.3 above. |
2.4 | This Agreement is executed by Wells Fargo Bank, N.A. Solely in its capacity as Trustee of the Farmer Bros. Co. Employee Stock Ownership Plan pursuant to directions from the ESOP. |
2.5 | The
Lender is a corporation duly incorporated and validly existing and in good standing under the laws of the State of California. |
2.6 | The Lender has all requisite power and authority to deliver and perform its obligations under this Agreement. The Lender has taken all corporate action to establish the ESOP and to authorize this Agreement. This Agreement has been duly executed and delivered by the Lender and is a legal, valid and binding obligation of the Lender. |
3.1 | Neither
the execution of this Agreement nor the fulfillment of any of the Lender's obligations under this Agreement will conflict with or result in a breach or violation of or constitute any default under any known rule, law, regulation, order contract or agreement of the Lender. |
4.1 | No amendment or waiver of any provision of the Agreement shall be effective unless set forth in an instrument in writing and signed by both parties to this Agreement. |
4.2 | No delay or omission of Lender in exercising any right or remedy under this Agreement shall impair such right or remedy or be construed to be a waiver of any default of an acquiescence therein, and any single or partial exercise of any such right or remedy shall
not preclude other or further exercise thereof or the exercise of any other right or remedy; and no waiver, amendment or other variation of the terms, conditions or provisions of this Agreement whatsoever shall be valid unless in writing signed by the Lender, and then only to the extent in such writing specifically set forth. All rights and remedies described in this Agreement, the Note or other Loan documents shall be cumulative and all shall be available to the Lender until all terms and conditions of the debt have been satisfied-. |
4.3 | This instrument, including the Exhibits hereto, is the entire Agreement between the parties hereto with respect to the Loan and all representations, warranties, agreements
or undertakings heretofore or contemporaneously made, which are not set forth herein, are superseded hereby. |
4.4 | This Agreement shall bind and inure to the benefit of the parties hereto and their respective successors or assigns. |
4.5 | Any notice, consent, approval or directions required or permitted to be given hereunder shall be in writing and shall be deemed duly given and received upon personal delivery to the addressee stated below
or if mailed, forty-eight (48) hours after deposit in the United States Mail, first class postage and addressed as required below: |
4.6 | All
Exhibits are incorporated herein. |
1. | Until this Agreement is terminated, Borrower shall: |
1.1 | Deliver to Pledge Holder all Shares purchased with Loan proceeds. |
1.2 | Not
create, incur or suffer to exist any lien, encumbrance or security interest against the Shares except the security interest created by this Pledge Agreement. |
2. | Lender agrees as follows: |
2.1 | Except upon the occurrence of an Event of Default, as defined below, Lender shall not sell, exchange or otherwise dispose of any of the Shares without the prior consent of the Borrower, which shall not be withheld unreasonably. |
2.2 | Within
ten (!0) days after each payment of principal under the Loan, Lender shall cause the Pledge Holder to release a number of the Shares held hereunder. The number of Shares to be released shall be calculated by multiplying the number of Shares held by the Pledge Holder immediately before the release by a fraction the numerator of which is the amount of the latest principal payment and the denominator of which is the sum of the numerator and the remaining unpaid principal balance of the Loan. |
3. | So long as no Event of Default, as defined below, has occurred and is continuing: |
3.1 | Borrower
shall have the right to vote the Shares, grant or withhold consent, or exercise any other right or privilege with respect to the Shares allowed under Article 8 of the FARMER BROS. CO. EMPLOYEE STOCK OWNERSHIP PLAN (the "Plan Document"). |
4. | The Pledge Holder: |
4.1 | Lender hereby appoints WELLS FARGO BANK, N.A. to act as Pledge Holder. |
4.2 | Borrower
will deliver to the Pledge Holder the Shares acquired with the proceeds of the Loan advances. |
4.3 | The Shares will be held in a segregated account by the Pledge Holder for the benefit of the Lender accordance with the terms and conditions of this Pledge Agreement. |
4.4 | The-Fledge Holder shall release from the pledge the number of Shares required by Section 2.2 as calculated by the Lender. |
4.5 | The
Lender may remove the Pledge Holder and substitute another entity or person to function as Pledge Holder. Upon receipt by a Pledge Holder of any such notice of removal and substitution, said Pledge Holder shall transfer to the successor Pledge Holder Shares, documents of title, and related books and records. |
5. | Event of Default: |
5.1 | If the Borrower fails to make any installment of principal or interest due under the Note within
ten (10) days after receipt of wriitten notice of non-payment from Lender, an Event of Default shall have occurred. |
6. | Upon Occurrence of an Event of Default: |
6.1 | Lender shall have all rights and remedies afforded a secured party and all other rights and remedies available under applicable Jaw, all of which shall be cumulative, but subject to all limitations set forth herein, or in the Agreement or Note, or under Section 4975 of
the Internal Revenue Code of 1986, as amended, or under the Employee Retirement Income Security Act of 1974, as amended. |
6.2 | Title: Lender shall have the right at any time after the occurrence of an Event of Default to repurchase, sell or otherwise convert to cash all or any portion of the Shares of FARMER BROS. CO. common stock remaining subject to pledge, provided that such Shares may be so applied only in an amount necessary to cure the Event of Default. The proceeds of any sale of Shares shall be applied first to the payment of the Lender's reasonable expenses incurred in effecting such sale or other disposition, including but not limited to attorney's fees, and thereafter to Borrower's liabilities
under the Note. Any surplus remaining with the Lender after payment of such expenses and liabilities shall be returned to the Borrower. |
| This ‘10-Q’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 5/6/16 | |||
| For Period end: | 3/31/16 | |||
| 12/31/02 | 10-Q | |||
| 12/15/00 | ||||
| 3/28/00 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 10/27/23 Farmer Brothers Co. 10-K/A 6/30/23 14:1.4M Toppan Merrill/FA 9/12/23 Farmer Brothers Co. 10-K 6/30/23 129:14M 10/27/22 Farmer Brothers Co. 10-K/A 6/30/22 14:1.4M Broadridge Fin’l So… Inc 9/02/22 Farmer Brothers Co. 10-K 6/30/22 126:15M 9/10/21 Farmer Brothers Co. 10-K 6/30/21 124:15M 9/11/20 Farmer Brothers Co. 10-K 6/30/20 140:24M |