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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[ X ] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period from January 1, 2004 to March 31, 2004.
Commission File Number: 0-1375
FARMER BROS. CO.
(Exact name of registrant as specified in its charter)
Delaware 95-0725980
(State of Incorporation) (IRS Employer Identification Number)
20333 S. Normandie Avenue, Torrance, California 90502
(Address of principal executive offices) (Zip Code)
(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 [ ]
Indicate by check mark whether the registrant is an accelerated filer
(as defined in Rule 12b-2 of the Act). Yes [ ] No [X]
Number of shares of Common Stock outstanding: 16,075,080 as of May 11,
2004.
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 nine months
ended March 31, ended March 31,
2004 2003 2004 2003
Net sales $49,069 $49,267 $146,245 $153,774
Cost of goods sold 18,488 17,229 53,459 55,050
Gross profit 30,581 32,038 92,786 98,724
Selling expense 22,735 22,696 68,019 66,256
General and administrative
expenses 7,103 4,357 19,843 11,810
Operating expenses 29,838 27,053 87,862 78,066
Income from operations 743 4,985 4,924 20,658
Other income:
Dividend income 844 811 2,527 2,440
Interest income 935 834 2,156 3,195
Other, net 4,980 3,677 6,149 2,725
Total other income 6,759 5,322 10,832 8,360
Income before taxes 7,502 10,307 15,756 29,018
Income taxes 1,899 3,968 5,077 11,172
Net income $ 5,603 $ 6,339 $10,679 $17,846
Net income per share $0.416 $0.352 $0.657 $ 0.978
Weighted average shares
outstanding 13,457,300 18,009,140 16,266,410 18,248,020
Dividends declared per share $0.095 $0.090 $0.285 $0.270
The accompanying notes are an integral part of these financial statements.
FARMER BROS. CO.
CONSOLIDATED BALANCE SHEETS
(Unaudited)
March 31, June 30,
2004 2003
ASSETS
Current assets:
Cash and cash equivalents $ 25,773 $ 18,986
Short term investments 166,652 274,444
Accounts and notes receivable, net 17,568 13,756
Inventories 33,980 34,702
Income tax receivable 900 2,878
Prepaid expenses 3,123 1,851
Total current assets 247,996 346,617
Property, plant and equipment, net 42,223 41,753
Notes receivable 193 193
Other assets 24,235 26,390
Deferred income taxes 1,462 1,462
Total assets $316,109 $416,415
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 5,599 $ 3,321
Accrued payroll expenses 11,193 7,362
Deferred income tax 976 976
Other expense 4,648 5,000
Total current liabilities 22,416 16,659
Accrued postretirement benefits 26,725 25,041
Other long term liabilities - 5,570
49,141 47,270
Commitments and contingencies - -
Shareholders' equity:
Common stock, $1.00 par value, authorized
3,000,000 shares; 1,607,508 shares
issued and outstanding 1,608 1,926
Additional paid-in capital 46,351 18,798
Retained earnings 282,913 382,831
Unearned ESOP shares (62,858) (33,364)
Less accumulated comprehensive loss (1,046) (1,046)
Total shareholders' equity 266,968 369,145
Total liabilities and shareholders' equity $316,109 $416,415
The accompanying notes are an integral part of these financial statements.
FARMER BROS. CO.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited) Nine months ended March 31,
2004 2003
Cash flows from operating activities:
Net income $10,679 $17,846
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation 5,302 4,316
(Gain) on sales of assets (52) (367)
ESOP compensation expense 3,835 2,835
(Gain)on investments (631) (2,025)
Change in assets and liabilities:
Short term investments (2,738) 55,853
Accounts and notes receivable (3,846) 640
Inventories 722 1,029
Income tax receivable 1,978 2,553
Prepaid expenses and other assets 883 (2,066)
Accounts payable 2,278 (186)
Accrued payroll and expenses and
other liabilities 3,479 733
Accrued postretirement benefits 1,684 1,446
Other long term liabilities (5,570) -
Total adjustments 7.324 64,761
Net cash provided by operating activities $ 18,003 $82,607
Cash flows from investing activities:
Purchases of property, plant and equipment (5,806) (6,445)
Proceeds from sales of property,
plant and equipment 86 497
Notes receivable repaid 34 42
Net cash used in investing activities (5,686) (5,906)
Cash flows from financing activities:
Dividends paid (4,354) (4,916)
ESOP contributions (32,412) (22,496)
Proceeds from sale of short term investments 111,161 -
Purchase of capital stock (111,161) -
Sale of capital stock 31,236 -
Net cash used in financing activities (5,530) (27,412)
Net increase in cash and cash equivalents 6,787 49,289
Cash and cash equivalents at beginning of year 18,986 7,047
Cash and cash equivalents at end of period $25,773 $56,336
Supplemental disclosure of cash flow information:
Income tax payments 2,250 7,044
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 generally accepted accounting principles for interim financial
information and with the instructions to Form 10-Q of Regulation S-X.
Accordingly, they do not include all of the information and footnotes required
by accounting principles generally accepted in the United States for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair presentation have
been included. Operating results for the period ended March 31, 2004 are not
necessarily indicative of the results that may be expected for the year ended
June 30, 2004.
The balance sheet at June 30, 2003 has been derived from the audited financial
statements at that date but does not include all of the information and
footnotes required by accounting principles generally accepted in the United
States for complete financial statements.
For further information, refer to the consolidated financial statements and
footnotes thereto included in the Farmer Bros Co. annual report on Form 10-K/A
for the year ended June 30, 2003.
Reclassification: Certain 2003 balances have been reclassified to be
consistent with the 2004 presentation.
Note 2. Investments
Investments are as follows (in thousands):
March 31 June 30
2004 2003
U.S. Treasury Obligations $106,827 $220,057
Preferred Stock and Other 58,370 53,897
Futures, options and
other derivative investments 1,455 490
Total short term investments $166,652 $274,444
Note 3. Inventories
(In thousands)
March 31, 2004
Processed Unprocessed Total
Coffee $4,075 $9,110 $13,185
Allied products 10,918 3,872 14,790
Coffee brewing equipment 2,336 3,669 6,005
$17,329 $16,651 $33,980
June 30, 2003
Processed Unprocessed Total
Coffee $3,853 $9,155 $13,008
Allied products 11,776 4,213 15,989
Coffee brewing equipment 2,372 3,333 5,705
$18,001 $16,701 $34,702
Interim LIFO Calculations
An actual valuation of inventory under the LIFO method can be made only
at the end of each year based on the inventory levels and costs at that
time. Accordingly, interim LIFO calculations must necessarily be based
on management's estimates of expected year-end inventory levels and costs.
Because these are subject to many forces beyond management's control,
interim results are subject to the final year-end LIFO inventory valuation.
Note 4. Pension Plans
The Company has a contributory defined benefit pension plan for all employees
not covered under a collective bargaining agreement and a non-contributory
defined benefit plan for certain hourly employees covered under a collective
bargaining agreement. The net periodic pension costs for the defined benefit
plans for the three months ended March 31 were as follows:
Components of Net Periodic Benefit Cost
(in thousands)
Three months ended March 31,
2004 2003
Service cost 594 427
Interest cost 988 971
Expected return on plan assets (1,362) (1,491)
Amortization of transition obligation ( 0 (164)
Amortization of prior service cost 62 66
Amortization of net (gain) loss 336 4
Net periodic benefit cost 618 (187)
Note 5. Stock Split
On May 10, 2004 the Company affected a 10 for 1 stock split. The effect of
this stock split has been retroactively reflected in the net income per share,
dividends per share and weighted average shares reported in the accompanying
condensed financial statements.
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
Liquidity
As reported in the Form 10-Q/A dated February 18, 2004, on December 24, 2003,
the Company purchased the 443,845 shares of its common stock held by the Crowe
Family and related trusts for approximately $111 million or approximately $250
per share. The closing market price for Farmer Bros. Co. common stock on
December 24, 2003 was $316/share. Concurrently with this purchase, the Company
offered its Employee Stock Ownership Plan (ESOP) the opportunity to purchase
124,939 shares at the same price, fulfilling its previously announced intention
to purchase 300,000 shares for the ESOP. This portion of the transaction was
completed on January 11, 2004.
The transactions can be summarized as follows:
Cost of shares purchased $111,161,000
Cost of shares retired 79,926,000
Cost of shares transferred to ESOP 31,235,000
The ESOP, established in 2000 for all Farmer Bros. Co. employees, is a
leveraged ESOP. Consistent with plan provisions, the ESOP buys Company stock
with money loaned to the ESOP, in this case by the Company. Annually, the
Company makes a federal income tax deductible contribution to the ESOP, and the
ESOP uses that contribution to make its loan payment (principal and taxable
interest) to the Company. When the loan payment is made, the shares that
secured that payment amount are allocated to employees and held for them by a
third party trust. When employees retire or leave the Company they receive the
stock or cash. Cash amounts are based on the market price of its stock. At
the inception of the ESOP, the Board authorized the purchase of 300,000 shares
of Company stock.
Our multi-year information systems project, is possibly the largest undertaking
of its type the Company has ever attempted, has two major milestones left. The
project began in the Fall of 2002, and the initial milestone was on July 1,
2003 when certain of the financial systems "went live." The manufacturing
systems are expected to go live on September 1, 2004, and the sales system is
expected to be phased into our branches beginning in February, 2005, to be
complete by June 30, 2005. The additional cost of the information systems
portion of the project, through fiscal 2005 is expected to exceed $7,000,000.
Our working capital is composed of the following:
(in thousands) March 30, June 30,
2004 2003
Current assets $247,096 $348,617
Current liabilities 22,505 $ 16,659
Working capital $224,591 $331,958
Total assets $315,209 $416,415
We expect all present and future liquidity needs will be met by internal
sources. The Company tries not to rely on banks or other third parties for its
working capital and other liquidity needs. There have been no changes in the
needs or commitments described in the Company's Annual Report on Form 10-
K/A.
Results of Operations
Most operating trends discussed in the Form 10-K/A for fiscal 2003 have
continued throughout fiscal 2004. A slight improvement in the downward sales
trend seen this year was experienced during the fiscal quarter ended March 31,
2004. Net sales decreased 0.4% in the third quarter of fiscal 2004 to
$49,069,000 as compared to $49,267,000 in the fiscal quarter ended March 31,
2003. Year to date sales decreased 5% to $146,245,000 as compared to
$153,774,000 in the first nine months of fiscal 2003. In addition to the
previously mentioned trends, the Company had decreased coffee brewing equipment
sales of $4,049,000 in the current fiscal year as compared to the same period
of fiscal 2003.
Gross profit for the quarter ended March 31, 2004 decreased 5% to $30,582,000
as compared to $32,038,000 in the same quarter of fiscal 2003. This decrease
is primarily the result of higher green coffee costs. The average cost of
green coffee during the fiscal quarter ended March 31, 2004 has increased 27%
since the June 30, 2003 year end. The average cost of green coffee during the
nine months of fiscal 2004 has been 9% higher than the average cost of green
coffee over the same period of the prior fiscal year. Gross profit for the
first nine months of fiscal 2004 decreased 6% to $92,786,000 as compared to
$98,724,000 in the same period of the prior fiscal year.
Operating expenses in the first nine months of fiscal 2004, consisting of
selling and general and administrative expenses, increased 13% to $87,862,000
as compared to $78,066,000 in the same period of fiscal 2003. Operating
expenses for the three months ended March 31, 2004 increased 10% to $29,839,000
as compared to $27,053,000 in the same period of fiscal year 2003. This
increase is primarily attributed to costs associated with our multi year
program to update our information systems, increased employee benefits and
legal expenses, detailed as follows for the nine months ended March 31.
2004 2003
Information systems $ 4,148,000 $ 563,000
Employee benefits 17,617,000 13,598,000
Legal services 1,857,000 502,000
Total $23,622,000 $14,663,000
Other income in the third quarter of fiscal 2004 increased 27% to $6,759,000
from $5,322,000 in the same quarter of fiscal 2003. Other income for the first
nine months of fiscal 2004 increased 29% to $10,832,000 from $8,360,000 in the
same period of the prior fiscal year. The Company's Chairman, Roy F. Farmer,
who guided the Company for more than 50 years, died on March 16, 2004 (as more
fully described in a Form 8-K filed March 16, 2004). The Company received
payment of a key man life insurance policy on Mr. Farmer that is not taxable.
Additionally, the deferred compensation due Mr. Farmer has been reclassified as
a current liability in the most recent quarter. The Company prevailed in a
lawsuit against the State of California regarding state taxability of
dividends, as a result we will receive a tax refund of approximately $811,000
and interest income in excess of $627,000. The Company received another court
award, as a plaintiff in a class-action lawsuit regarding price-fixing by
sellers of monosodium glutamate. The increase in other income in the third
quarter is primarily the result of the these non-recurring transactions.
Key man life insurance $4,088,000
Court award 1,061,000
Interest on state tax refunds 627,000
Total $5,776,000
As the result of the above mentioned factors, net income for the third
quarter of fiscal 2004 decreased 12% to $5,603,000 or $0.416 per share, as
compared to $6,339,000, or $0.352 per share, in the same quarter of fiscal
2003. Net income for the first nine months of fiscal 2004 decreased 40% to
$10,679,000 or $0.657 per share, as compared to $17,846,000 or $0.978 per share
in the same period of the prior fiscal year.
Quarterly Summary of Results (in thousands of dollars):
03/31/03 06/30/03 09/30/03 12/31/03 3/31/04
Net sales $49,267 $47,784 $45,665 $51,511 $49,069
Gross profit $32,038 $32,172 $29,632 $32,573 30,582
Income from operations $4,985 $3,230 $1,057 $3,124 743
Net income $6,339 $5,783 $2,511 $2,565 $ 5,604
Net income per share $0.352 $0.323 $0.141 $0.146 $0.416
Forward Looking Statements
Certain statements contained in this Quarterly Report on Form 10-Q regarding
the risks, circumstances and financial trends that may affect our future
operating results, financial position and cash flows may be forward-looking
statements within the meaning of federal securities laws. These statements
are based on management's current expectations, assumptions, estimates and
observations about our business and are subject to risks and uncertainties.
As a result, actual results could materially differ from the forward looking
statements contained herein. These forward looking statements can be
identified by the use of words like "expects," "plans," "believes,"
"intends," "will," "assumes" and other words of similar meanings. These and
other similar words can be identified by the fact that they do not relate
solely to historical or current facts. While we believe our assumptions are
reasonable, we caution that it is impossible to predict the impact of such
factors which could cause actual results to differ materially from predicted
results. We intend these forward-looking statements to speak only at the
time of this report and do not undertake to update or revise these
projections as more information becomes available. For these statements, we
claim the protection of the safe harbor for forward-looking statements
provided by the Private Securities Litigation Reform Act of 1995. Many but
not all of these factors and assumptions are identified in the Company's
Annual Report on Form 10-K for the year ended June 30, 2003.
Item 3. Quantitative and Qualitative Disclosure About Market Risk.
Financial Markets
We are exposed to market value risk arising from changes in interest rates on
our securities portfolio. Our portfolio of investment grade money market
instruments is primarily invested in treasury securities. As of March 31,
2004 over 83% of these funds were invested in instruments with maturities
shorter than 90 days. This portfolio's interest rate risk is not hedged and
its average maturity is approximately 70 days. A 100 basis point increase in
the general level of interest rates would result in a change in the market
value of the portfolio of approximately ($1,080,000).
Our portfolio of preferred securities includes investments in derivatives
that provide a natural economic hedge of interest rate risk. 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 stocks. Specifically, we attempt to
manage the risk arising from changes in the general level of interest rates.
We do not transact in futures contracts or put options for speculative
purposes.
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 March 31, 2004. This table is
predicated on an instantaneous change in the general level of interest rates
and assumes predictable relationships between the prices of preferred
securities holdings, the yields on U.S. Treasury securities and related
futures and options.
Interest Rate Changes
(In thousands)
Market Value of March 31, 2004 Change in Market
Preferred Futures & Total Value of Total
Stock Options Portfolio Portfolio
- -150 basis points
("b.p.") $63,930 $- $63,930 $4,835
- -100 b.p. 62,578 6 62,584 3,489
Unchanged 58,355 740 59,095 0
+100 b.p. 53,020 5,080 58,100 ( 995)
+150 b.p. 50,424 7,717 58,141 ( 954)
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.
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 March 31, 2004. 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 March 31, 2004.
Commodity Risk Disclosure
(In thousands)
Market Value of
Coffee Cost Coffee March 31, 2004 Change in Market Value
Change Inventory Futures & Options Totals Derivatives Inventory
-20% $11,900 $6,355 $18,255 $6,356 ($1,300)
unchanged 13,200 ( 1,450) 11,750 - -
20% 14,500 ( 7,806) 6,694 ( 6,356) 1,300
At March 31, 2004 the derivatives consisted mainly of commodity futures
with maturities shorter than four months.
Item 4 Controls & Procedures
As of the end of the period covered by this report, the Chief Executive Officer
and Chief Financial Officer evaluated the Company's disclosure control and
procedures pursuant to Exchange Act Rule 13a-14 and 15d-14. They have
concluded that the Company's disclosure controls and procedures are effective
in ensuring that all material information required to be filed in this
quarterly report has been made known to them in a timely fashion. In addition,
there have been no significant changes in the Company's internal controls or in
other factors that could significantly affect the Company's internal control
over financial reporting.
PART II OTHER INFORMATION
Item 1. Legal proceedings.
On February 4, 2004, Leonard Rosenthal, unilaterally and without payment of
settlement filed a Notice of Dismissal Without Prejudice with the United States
District Court for the Central District of California with respect to the
action against the Company, its present directors and a former director,
previously reported in the Company's Form 10-Q for the period ended December
31, 2003.
Item 2. Changes in securities, Use of Proceeds and Issuer Purchases of Equity
Securities.
(a) - (b)
On February 17, 2004, the Company was reincorporated as a Delaware corporation
by merger into a wholly-owned Delaware corporation. As a result of such
reincorporation and the inclusion of certain provisions in the charter of the
surviving Delaware corporation, changes in the rights of holders of the
Company's common stock occurred. The changes are explained in the sections of
the Company's proxy statement dated January 30, 2004 entitled: " Introduction
to Proposals Three (A), Three (B), Three (C), Three (D) and Three (E);"
"Proposal Three (A): Reincorporation of the Company in the State of Delaware;"
"Comparison of the Charters and Bylaws of Farmer Bros. California and Farmer
Bros. Delaware;" "Significant Differences Between the Corporation Laws of
California and Delaware;" "Proposal Three (B): Elimination of the Right of
Shareholders to Act by Written Consent;" " Proposal Three (C): Implementation
of a Classified Board of Directors;" "Proposal Three (D): Elimination of Right
to Call Special Meetings;" "and "Proposal Three (E): Elimination of Cumulative
Voting for Directors." These sections appear at pp. 7 through 35 of the
Company's printed Proxy Statement, and are incorporated hereat by this
reference. A copy of the material incorporated by reference is filed as
Exhibit 99 to this report.
(c)
As described in Part I, Item 2 - Management Discussion and Analysis of this
report, supra, on December 24, 2003 the Company purchased the 443,845 shares of
its common stock held by the Crowe Family and related trusts for approximately
$111 million or approximately $250 per share. Concurrently with this purchase,
the Company offered its Employee Stock Ownership Plan (ESOP) the opportunity to
acquire 124,939 shares at the same price. This portion of the transaction was
completed on January 11, 2004 when the Company transferred said shares to the
ESOP. No underwriters were involved. The ESOP is a non-contributory mandatory
employee benefit plan. Accordingly the transaction did not constitute a sale
for purposes of the Securities Act of 1933, as amended.
(d)
Not applicable.
(e)
The following table summarizes the purchases of equity securities by the issuer
and affiliated purchasers.
Issuer Purchases of Equity Securities
Period (a) Total (b) Average (c) Total Number (d) Maximum Number
Number of Price Paid of Shares Purchased of Shares that
Shares per Share as Part of Publicly May Be Purchased
Purchased Announced Plans Under the Plans
January 1
Through 50(1) $306 none NA
January 31
February 1
Through none
February 29
March 1
Through none
March 31
(1) ESOP purchased shares from retired employee.
Item 3. Defaults upon senior securities. none.
Item 4. Submission of matters to a vote of security holders.
The Company's annual meeting was held on February 23, 2004. At the meeting the
following persons were elected to the terms indicated:
Roy F. Farmer (Class I) 1 year
Lewis A. Coffman (Class I) 1 year
John Samore, Jr. (Class I) 1 year
Guenter W. Berger (Class II) 2 years
Thomas A. Maloof (Class II) 2 years
John H. Merrell (Class III) 3 years
Roy E. Farmer (Class III) 3 years
Roy F. Farmer died on March 16,2004.
The following "Report of Proxy Voting" was originally included in a Form 8-K
dated February 23, 2004 and filed with the Commission on February 23, 2004.
Report of Proxy Voting
There were 1,607,508 shares of Common Stock entitled to vote at the meeting
and a total of 1,229,762 shares (76.50%) were represented at the meeting.
1. Election of Directors
FOR WITHOLD
Roy F. Farmer (Class I) 1,039,648 190,114
Lewis A. Coffman (Class I) 1,038,784 190,978
John Samore, Jr. (Class I) 1,039,470 190,292
Guenter W. Berger (Class II) 1,037,319 192,443
Thomas A. Maloof (Class II) 1,039,480 190,282
John H. Merrell (Class III) 1,039,470 190,292
Roy E. Farmer (Class III) 1,038,964 190,798
2. Approval of Appointment of Ernst & Young LLP as the Company's
independent public accountants for fiscal year 2004.
FOR AGAINST ABSTAIN BROKER NON-VOTE
1,169,645 57,413 2,704 0
3. Approval of the reincorporation of the Company in the State
of Delaware.
FOR AGAINST ABSTAIN BROKER NON-VOTE
996,860 232,546 356 0
4. Approval of the elimination of the right of our shareholders to
act by written consent.
FOR AGAINST ABSTAIN BROKER NON-VOTE
992,798 236,290 674 0
5. Approval of the implementation of a classified Board of Directors.
FOR AGAINST ABSTAIN BROKER NON-VOTE
985,281 244,205 276 0
6. Approval of the elimination of the right of shareholders holding ten
percent (10%) or more of the voting shares to call a special meeting
of shareholders.
FOR AGAINST ABSTAIN BROKER NON-VOTE
991,318 237,669 775 0
7. Approval of the elimination of cumulative voting for our directors.
FOR AGAINST ABSTAIN BROKER NON-VOTE
995,228 234,348 186 0
8. Approval of the increase in authorized shares of common stock of
the Company from 3,000,000 shares to 25,000,000 shares, and
authorization of 500,000 shares of preferred stock of the Company.
FOR AGAINST ABSTAIN BROKER NON-VOTE
994,050 235,477 235 0
9. Shareholder proposal to amend the Company's bylaws to restore
cumulative voting.
FOR AGAINST ABSTAIN BROKER NON-VOTE
216,937 1,011,562 1,263 0
Item 5. Other information none.
Item 6. Exhibits and reports on Form 8-K.
(a) Exhibits.
3.1 Certificate of Incorporation
3.2 Bylaws
31.1 Certification of Chief Executive Officer (Section 302 of the Sarbannes-
Oxley Act of 2002)
31.2 Certification of Chief Financial Officer (Section 302 of the Sarbannes-
Oxley Act of 2002)
32.1 Certification of Chief Executive Officer (Section 906 of the Sarbannes-
Oxley Act of 2002)
32.2 Certification Chief Financial Officer (Section 906 of the Sarbannes-Oxley
Act of 2002)
99 Excerpts incorporated by reference from proxy statement dated January 30,
2004.
(b) Reports on Form 8-K.
A Form 8-K dated January 12, 2004 and filed with the Commission on January 12,
2004, reporting the purchase of 124,939 shares of stock by the ESOP, completing
the Company's goal of acquiring 300,000 shares of Company stock.
A Form 8-K dated February 23, 2004 and filed with the Commission on February
23, 2004, reporting that the Company had filed to reincorporate in Delaware
following shareholder approval at the shareholder's meeting held February 23,
2004. The Form 8-K also reported the results of proxy voting, and a report
from management on the state of the company.
A Form 8-K dated March 4, 2004 and filed with the Commission on March 4, 2004
noting that the Board of Directors declared a 10 for one stock split in the
form of a one time stock dividend. The stock dividend will entitle each pre-
split shareholder to receive nine shares of stock for each share owned at the
opening of business on May 10, 2004.
A Form 8-K dated March 16, 2004 and filed with the Commission on March 16, 2004
to announce the death of Chairman, Roy F. Farmer.
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
FARMER BROS. CO.
/s/ Roy E. Farmer
Roy E. Farmer, President and Chief Executive Officer and Director
(principal executive officer)
Date: May 14, 2004
/s/ John E. Simmons
John E. Simmons, Treasurer and Chief Financial Officer
(principal financial and accounting officer)
Date: May 14, 2004