SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended December 31, 2000
Commission file number 0-1375
FARMER BROS. CO.
California 95-0725980
State of Incorporation Federal ID Number
20333 S. Normandie Avenue, Torrance, California 90502
Registrant's Address Zip
(310) 787-5200
Registrant's telephone number
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period
that the Registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. YES[X] NO [ ]
Number of shares of Common Stock outstanding: 1,926,414 as of December
31, 2000.
PAGE 1 OF 11
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Dollars in thousands, except per share
data)
FARMER BROS. CO.
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
For the three months For the six months
ended December 31, ended December 31,
2000 1999 2000 1999
Net sales $57,795 $56,303 $109,810 $109,371
Cost of goods sold 19,164 23,400 38,876 43,698
38,631 32,903 70,934 65,673
Selling expense 21,253 20,230 41,234 40,160
General and administrative
expenses 2,614 2,214 5,478 4,205
23,867 22,444 46,712 44,365
Income from operations 14,764 10,459 24,222 21,308
Other income:
Dividend income 746 654 1,504 1,269
Interest income 3,209 2,384 6,200 4,654
Other, net 795 363 666 109
4,750 3,401 8,370 6,032
Income before taxes 19,514 13,860 32,592 27,340
Income taxes 7,707 5,544 12,874 10,936
Income before cumulative
effect of accounting change 11,807 8,316 19,718 16,404
Cumulative effect of
accounting change,
net of income taxes - - (310) -
Net income $11,807 $ 8,316 $ 19,408 $ 16,404
Income per common share:
Before cumulative effect
of accounting change $ 6.40 $ 4.45 $10.70 $ 8.77
Cumulative effect of
accounting change - - (.17) -
Net income per share $ 6.40 $ 4.45 $10.53 $ 8.77
Weighted average shares
outstanding 1,842,807 1,870,134 1,842,554 1,870,444
Dividends declared per share $0.80 $0.75 $1.60 $1.50
The accompanying notes are an integral part of these financial statements.
FARMER BROS. CO.
CONSOLIDATED BALANCE SHEETS
(Unaudited)
December 31, June 30,
2000 2000
ASSETS
Current assets:
Cash and cash equivalents $ 22,427 $ 15,504
Short term investments 224,081 114,346
Accounts and notes receivable, net 19,809 18,494
Inventories 35,959 36,770
Income tax receivable 1,340 1,340
Deferred income taxes 1,224 1,224
Prepaid expenses 482 882
Total current assets 305,322 188,560
Property, plant and equipment, net 39,514 38,741
Notes receivable 3,160 3,081
Long term investments - 94,243
Other assets 25,240 23,975
Deferred income taxes 3,104 4,867
Total assets $376,340 $353,467
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 6,271 $ 5,921
Accrued payroll expenses 6,153 5,953
Other 7,412 5,092
Total current liabilities 19,836 16,966
Accrued postretirement benefits 19,934 19,198
Other long term liabilities 4,190 4,190
24,124 23,388
Commitments and contingencies - -
Shareholders' equity:
Common stock, $1.00 par value, authorized
3,000,000 shares; 1,926,414 shares
issued and outstanding 1,926 1,926
Additional paid-in capital 16,408 16,359
Retained earnings 327,614 311,153
Unearned ESOP shares (13,568) (13,679)
Accumulated other comprehensive income - (2,646)
Total shareholders' equity 332,380 313,113
Total liabilities and shareholders' equity $376,340 $353,467
The accompanying notes are an integral part of these financial statements.
FARMER BROS. CO.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
For the six months
ended December 31,
2000 1999
Cash flows from operating activities:
Net income $ 19,408 $ 16,404
Adjustments to reconcile net income to
net cash provided by operating activities:
Cumulative effect of accounting change 310 -
Depreciation 2,717 2,872
Deferred income taxes 1,763 -
Loss on sales of assets (19) 43
ESOP Contribution expense 549 -
Net loss (gain) on investments (462) 182
Net unrealized loss on investments
reclassified as trading 2,336 -
Change in assets and liabilities:
Investments classified as trading (15,030) -
Accounts and notes receivable (1,352) (3,545)
Inventories 811 (5)
Income tax receivable - 249
Prepaid expenses and other assets (897) (1,633)
Accounts payable 350 2,310
Accrued payroll and expenses and other
liabilities 2,520 705
Other long term liabilities 736 805
Total adjustments (5,668) 1,983
Net cash provided by operating activities $ 13,740 $ 18,387
The accompanying notes are an integral part of these financial statements.
FARMER BROS. CO
CONSOLIDATED STATEMENTS OF CASH FLOWS
(CONTINUED)
(Unaudited)
For the six months
ended December 31,
2000 1999
Net cash provided by operating activities: $13,740 $18,387
Cash flows from investing activities:
Purchases of property, plant and equipment (3,517) (7,722)
Proceeds from sales of property, plant
and equipment 79 175
Purchases of investments - (162,031)
Proceeds from sales of investments - 162,636
Notes issued (78) -
Notes repaid 36 68
Net cash used in investing activities (3,480) (6,874)
Cash flows from financing activities:
Dividends paid (2,947) (2,809)
Purchase of common stock - 3,160
ESOP loan (390) -
Net cash used in financing activities (3,337) (5,969)
Net decrease in cash and
cash equivalents 6,923 5,544
Cash and cash equivalents at beginning
of period 15,504 4,404
Cash and cash equivalents at end of period $22,427 $ 9,948
Supplemental disclosure of
cash flow information:
Income tax payments $10,257 $ 9,993
The accompanying notes are an integral part of these financial statements.
Notes to Consolidated Financial Statements (Unaudited)
Note 1. Unaudited Financial Statements
The accompanying unaudited financial statements have been prepared in
accordance with the instructions to Form 10-Q and do not include all of
the information and footnotes required by generally accepted accounting
principles for complete financial statements. It is our opinion that all
adjustments of a normal recurring nature necessary for a fair statement of
the results of operations for the interim periods have been made.
The results of operations in the six month period ended December 31, 2000
are not necessarily indicative of the results that may be expected in the
fiscal year ending June 30, 2001.
Note 2. Summary Significant Accounting Policies
Derivatives
In June 1998 the Financial Accounting Standards Board issued SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities", as amended
by Statements 137 and 138. The Statement requires the Company to
recognize all derivatives on the balance sheet at fair value. Derivatives
that are not hedges must be adjusted to fair value through income. If the
derivative is a hedge, depending on the nature of the hedge, changes in
the fair value of derivatives are either offset against the change in fair
value of assets, liabilities, or firm commitments through earnings or
recognized in other comprehensive income until the hedged item is
recognized in earnings. The ineffective portion of a derivative's change
in fair value is immediately recognized in earnings. The adoption of
Statement No. 133, as amended, on July 1, 2000, resulted in a cumulative
effect of an accounting change of $515,000 being recognized in the
Statement of Net Income, net of taxes, and a corresponding credit in other
comprehensive income.
The Company purchases various derivative instruments as investments or to
create natural economic hedges of its interest rate risk and commodity
price risk. At December 31, 2000 derivative instruments are not
designated as accounting hedges as defined by Statement 133. The fair
value of derivative instruments is based upon broker quotes.
Investments, consisting of marketable debt and equity securities and money
market instruments, are held for trading purposes and are stated at fair
value. Gains and losses, both realized and unrealized, are included in
other income and expense.
Note 3 Investments
On July 1, 2000 the Company transferred all of its investments classified
as "available for sale" at June 30, 2000 into the "trading" category.
Accordingly, the Company recognized the accumulated unrealized loss of
$3,894,000 in the consolidated statement of net income for the period
ended September 30, 2000 as other income and a corresponding amount in
other comprehensive income for the period ended September 30, 2000.
The following is a summary of trading investments at December 31, 2000.
(In thousands) Fair Value
Corporate debt $ 58,263
U.S. Treasury obligations 60,978
U.S. Agency obligations 52,197
Preferred stock 44,127
Other fixed income 8,002
Futures, options and other and derivative investments 514
$224,081
Net unrealized holding gains on trading securities included in earnings is
$2,336,000 at December 31, 2000.
Note 4. Inventories
(In thousands) Processed Unprocessed Total
December 31, 2000
Coffee $ 3,912 $ 9,282 $13,194
Allied products 11,601 5,117 16,718
Coffee brewing equipment 2,101 3,946 6,047
$17,614 $18,345 $35,959
June 30, 2000
Coffee $ 4,007 $ 9,239 $13,246
Allied products 11,922 5,210 17,132
Coffee brewing equipment 2,034 4,358 6,392
$17,963 $18,807 $36,770
Note 5. Employee Stock Ownership Plan
During the three month period ended December 31, 2000 the Company loaned
the ESOP $326,000 which the ESOP used to purchase additional shares, and
the Company charged $261,000 to compensation expense related to the ESOP.
The difference between cost and fair market value of committed to be
released shares is recorded as additional paid-in capital.
The ESOP shares as of December 31, 2000 are as follows:
Allocated shares 5,858
Committed to be released shares -
Unallocated shares 82,917
Total ESOP shares 88,775
Note 6. Comprehensive Income
(In thousands) For the three months For the six months
ended December 31, ended December 31,
2000 1999 2000 1999
Net income $11,807 $ 8,316 $19,408 $16,404
Unrealized investment
gains (losses), net - (1,010) 2,646 (1,392)
Total comprehensive income $11,807 $ 7,306 $22,054 $15,012
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Net sales for the second quarter of fiscal 2001 increased 2.7% to
$57,795,000 as compared to $56,303,000 in the same quarter of fiscal 2000
and 2.5% as compared to $56,408,000 in the same quarter of fiscal 1999
primarily because of higher sales prices of roast coffee and increased
sales of allied products. The cost of green coffee has declined in 1999
and 2000. As a result, gross profit increased 17% to $38,631,000 as
compared to $32,903,000 in the same quarter of fiscal 2000 and increased
20% as compared to $32,095,000 in the same quarter of fiscal 1999.
Operating expenses in the second quarter of fiscal 2001, consisting of
selling and general and administrative expenses, increased 6.3% to
$23,867,000 as compared to $22,444,000 in the same quarter of fiscal 2000,
and increased 9.7% as compared to $21,750,000 in the same quarter of
fiscal 1999. The increase is primarily attributed to compensation related
expenses, higher gasoline and diesel costs and larger coffee brewing
equipment costs.
On July 1, 2000 we adopted the Financial Accounting Standards Board (FASB)
Statement No. 133, "Accounting for Derivative Instruments and Hedging
Activities", as amended by Statements 137 and 138. The statement requires
the Company to recognize all derivatives on the balance sheet at fair
value. Derivatives that are not designated as hedges must be adjusted to
fair value through income. If the derivative is a hedge, depending on the
nature of the hedge, changes in the fair value of derivatives are either
offset against the change in fair value of assets, liabilities or firm
commitments through earnings or recognized in other comprehensive income
until the hedged item is recognized in earnings. The ineffective portion
of a derivative's change in fair value will be immediately recognized in
earnings. The adoption of Statement No. 133 and 138 on July 1, 2000
resulted in $3,894,000 recognized in "Other expense," and $515,000
recognized as the "Cumulative effect of accounting change", adjusted for
income taxes. The after tax cumulative effect adjustment of $310,000
represents approximately $0.17 per share.
Income after taxes for the second quarter of fiscal 2001 reached
$11,807,000, or $6.40 per share, as compared to $8,316,000, or $4.45 per
share, in the second quarter of fiscal 2000 and $7,905,000, or $4.10 per
share, in the same quarter of fiscal 1999.
Net income for the first half of fiscal 2001 before the cumulative effect
of accounting change increased 20% to $19,718,000, or $10.69 per share, as
compared to $16,404,000 or $8.77 per share in fiscal 2000 and increased
28% as compared to $15,444,000 or $8.02 per share in the same period of
fiscal 1999.
Quarterly Summary of Results
(In thousands of dollars)
12/31/99 03/31/00 06/30/00 09/30/00 12/31/00
Net sales 56,303 56,354 52,963 52,015 57,795
Gross profit 32,903 38,230 37,816 32,303 38,631
Operating income 10,459 13,913 13,744 9,458 14,764
Net income 8,316 10,364 10,808 7,601 11,807
As a percentage of sales
12/31/99 03/31/00 06/30/00 09/30/00 12/31/00
Net sales 100.00 100.00 100.00 100.00 100.00
Gross profit 58.44 67.84 71.40 62.10 66.84
Operating income 18.58 24.69 25.95 18.18 25.55
Net income 14.77 18.39 20.41 14.61 20.43
In dollars
12/31/99 03/31/00 06/30/00 09/30/00 12/31/00
Net income per share 4.45 5.60 5.85 4.13 6.40
Market Risk Disclosures
Financial Markets
Our portfolio of investment grade money market instruments includes
bankers acceptances, discount commercial paper, medium term notes and
federal agency and treasury securities. As of December 31, 2000, over 62%
of these funds were invested in instruments with maturities shorter than
one hundred eighty one days. The portfolio's interest rate risk is not
hedged. Its average maturity is approximately 170 days and a 100 basis
point move in the Fed Funds Rate is illustrated in the following table.
Interest Rate Changes
(In thousands)
Change in Market
Market Value of December 31, 2000 Value of Fixed
Fixed Income Investments Income Investments
- -100 b.p. $201,234 2,012
unchanged 201,234 -
+100 b.p. 201,234 (2,012)
We are exposed to market value risk arising from changes in interest rates
on our portfolio of preferred stock. We review the interest rate
sensitivity of these securities and (a) enter into "short positions" in
futures contracts on U.S. Treasury securities or (b) hold put options on
such futures contracts in order to reduce the impact of certain interest
rate changes on such preferred stock. Specifically, we attempt to manage
the risk arising from changes in the general level of interest rates.
The following table demonstrates the impact of varying interest rate
changes based on the preferred stock holdings, futures and options
positions, and market yield and price relationships at December 31, 2000.
This table is predicated on an instantaneous change in the general level
of interest rates and assumes predictable relationships between the prices
of preferred stock holdings, the yields on U.S. Treasury securities, and
related futures and options.
Interest Rate Changes
(In thousands)
Market Value of December 31, 2000 Change in Market
Preferred Futures & Total Value of Total
Stock Options Portfolio Portfolio
- -200 basis points $50,463.9 $0.0 $50,463.9 $6,002.9
("b.p.")
- -100 b.p. 47,684.4 .2 47,684.6 3,223.6
Unchanged 44,127.4 333.6 44,461.0 0.0
+100 b.p. 40,403.4 3,560.6 43,964.0 (497.0)
+200 b.p. 36,915.2 7,063.3 43,978.5 (482.5)
The number and type of future and option contracts entered into depends
on, among other items, the specific maturity and issuer redemption
provisions for each preferred stock held, the slope of the Treasury yield
curve, the expected volatility of Treasury yields, and the costs of using
futures and/or options. At December 31, 2000 and 1999 the derivatives
consisted entirely of put options on a U.S. Treasury Bond futures
contract.
Commodity Price Changes
We are exposed to commodity price risk arising from changes in the market
price of green coffee. We price our inventory on the LIFO basis. In the
normal course of business, we enter into commodity purchase agreements
with suppliers and we purchase green coffee contracts.
The following table demonstrates the impact of changes in the price of
green coffee on inventory and green coffee contracts at December 31, 2000.
It assumes an immediate change in the price of green coffee, and the
valuations of coffee index futures and put options and relevant commodity
purchase agreements at December 31, 2000.
Commodity Risk Disclosure
(In thousands)
Market Value of
Coffee Cost Coffee December 31, 2000 Change in Market Value
Change Inventory Futures & Options Totals Derivatives Inventory
- -10% $11,875 $166 $12,040 $98 ($1,319)
unchanged 13,194 68 13,262 - -
+10% 14,513 (30) 14,483 (98) 1,319
At December 31, 2000 the derivatives consisted mainly of commodity futures
with maturities shorter than three months.
PART II OTHER INFORMATION
Item 1. Legal proceedings.
not applicable.
Item 2. Changes in securities
none.
Item 3. Defaults upon senior securities.
none.
Item 4. Submission of matters to a vote of security holders.
The Annual Meeting of Shareholders of Farmer Bros. Co. was held on
November 27, 2000. Holders of the Company's common stock were
entitled to one vote per share of common stock held.
Six directors were elected at the meeting, each to serve for the
coming year and until any successors are elected and qualify. The
following persons were elected as directors: Roy F. Farmer, Roy E.
Farmer, Catherine E. Crowe, Lewis A. Coffman, Guenter W. Berger and
John M. Anglin. There were 1,499,396 shares for election and
156,548 shares against election.
The proposed amendment to Article III, Section 2 of the Bylaws of the
Company to provide for a variable number of directors of five to nine
from the presently authorized six. By a vote of 1,557,320 shares
for, 97,054 shares against and 1,570 shares abstaining the
resolution was adopted.
The proposal to appoint Ernst & Young LLP as the independent
accountants for the Company for the year ended June 30, 2001 was
approved with 1,655,233 shares in favor of the resolution, 560 shares
against and 151 shares abstaining.
Item 5. Other information none.
Item 6. Exhibits and reports on Form 8-K.
(a) Exhibits.
(2) Plan of acquisition, reorganization,
arrangement, liquidation or succession. not applicable.
(4) Instruments defining the right of security
holders, including indentures. not applicable.
(11) Statement re computation of per share
earning. not applicable.
(15) Letter re unaudited interim financial
information not applicable.
(18) Letter re change in accounting
principles. not applicable.
(19) Report furnished to security holders. not applicable.
(22) Published report regarding matters
submitted to vote of security holders. not applicable.
(23) Consents of experts and counsel. not applicable.
(24) Power of attorney. not applicable.
(27) Financial Data Schedule See attached Form EX-27.
(99) Additional exhibits. not applicable.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: February 14, 2001 Farmer Bros. Co.
(Registrant)
/s/ John E. Simmons
John E. Simmons
Treasurer and
Chief Financial Officer
5
1000
3-MOS
JUN-30-2001
DEC-31-2000
22427
224081
19809
420
35959
305322
39514
60756
376340
19836
0
0
0
1926
330454
376340
57795
57795
19164
23867
0
0
0
19514
7707
11807
0
0
0
11807
6.40
6.40