8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): January 12, 2012

Farmer Bros. Co.

(Exact Name of Registrant as Specified in Charter)

Delaware	001-34249	95-0725980
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

20333 South Normandie Avenue, Torrance, California	90502
(Address of Principal Executive Offices)	(Zip Code)

(310) 787-5200

(Registrant’s telephone number, including area code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 7.01. Regulation FD Disclosure

On January 12, 2012, Jeffrey A. Wahba, Interim Co-Chief Executive Officer, Chief Financial Officer and Treasurer of Farmer Bros. Co. (the “Company”) and Patrick G. Criteser, Interim Co-Chief Executive Officer of the Company and President and Chief Executive Officer of Coffee Bean International, Inc., the Company’s wholly owned subsidiary, made a presentation at the 14^th Annual ICR Exchange Conference. The slides used in this presentation are attached as Exhibit 99.1 to this Current Report on Form 8-K. Additionally, both the presentation slides and the audio portion of the presentation are posted on the Investor Information subpage of the Company’s website at www.farmerbros.com. The audio portion of the presentation will be available for replay on the Company’s website until January 26, 2012. The Company expects to use these slides, in whole or in part, and possibly with modifications, in connection with presentations to investors, analysts and others during fiscal 2012.

By filing this report on Form 8-K and furnishing this information, the Company makes no admission as to the materiality of any information in this report that is required to be disclosed solely by reason of Regulation FD.

The investor presentation slides include financial information not prepared in accordance with generally accepted accounting principles (“Non-GAAP Financial Measures”).

A reconciliation of the Non-GAAP Financial Measures included in the slides to financial information prepared in accordance with generally accepted accounting principles (“GAAP”), as required by Regulation G, appears as Exhibit 99.2 to this Current Report on Form 8-K.

The Company is providing disclosure of the reconciliation of reported Non-GAAP Financial Measures used in the investor presentation slides, among other places, to its comparable financial measures on a GAAP basis. The Company believes that these non-GAAP Financial Measures serve as appropriate measures to be used in evaluating the performance of its business.

The information contained in the slides is summary information that is intended to be considered in the context of the Company’s Securities and Exchange Commission (“SEC”) filings and other public announcements that it may make, by press release or otherwise, from time to time. The Company cautions you that certain statements contained in the presentation attached hereto as Exhibit 99.1, including, but not limited to, statements regarding the development and growth of our business, our intent, belief or current expectations, primarily with respect to future operating performance and the products and services we expect to offer and other statements contained therein regarding matters that are not historical facts are “forward-looking statements” within the meaning of federal securities laws and regulations. These statements are based on management’s current expectations, assumptions, estimates and observations of future events and include any statements that do not directly relate to any historical or current fact. These forward-looking statements can be identified by the use of words like “anticipates,” “feels,” “estimates,” “projects,” “expects,” “plans,” “believes,” “intends,” “will,” “assumes” and other words of similar meaning. Owing to the uncertainties inherent in forward-looking statements, actual results could differ materially from those set forth in forward-looking statements. A forward-looking statement is neither a prediction nor a guarantee of future events or circumstances, and those future events or circumstances may not occur. Users should not place undue reliance on the forward-looking statements, which speak only as of the date of the presentation. The Company undertakes no obligation to update or alter any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by the federal securities laws. Factors that could cause actual results to differ materially from those in forward-looking statements include, but are not limited to, our ability to successfully integrate the CBI and DSD Coffee Business acquisitions, fluctuations in availability and cost of green coffee, competition, organizational changes, the impact of a weaker economy, business conditions in the coffee industry and food industry in general, our continued success in attracting new customers, variances from budgeted sales mix and growth rates, weather and special or unusual events, and changes in the quality or dividend stream of third parties’ securities and other investment vehicles in which we have invested our assets, as well as other risks described from time to time in our filings with the SEC.

In accordance with General Instruction B.2 of this Current Report on Form 8-K, the information presented herein shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and it shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or under the Exchange Act, whether made before or after the date hereof, except as expressly set forth by specific reference in such filing to this Current Report on Form 8-K. The furnishing of the slides is not intended to constitute a representation that such furnishing is required by Regulation FD or that the slides include material investor information that is not otherwise publicly available.

Use of our Website to Distribute Material Company Information

The Company’s website address is www.farmerbros.com. The Company uses its website as a channel of distribution of important company information. Important information, including press releases and financial information regarding the Company, is routinely posted on and accessible on the Investor Information subpage of the Company’s website, which is accessible by clicking on the icon at the bottom of the Company’s home page labeled “Investor Info” on the Company’s website home page. The Company also uses its website to expedite public access to time-critical information regarding the Company in advance of or in lieu of distributing a press release or a filing with the SEC disclosing the same information. Therefore, investors should look to the Investor Information subpage of the Company’s website for important and time-critical information. Visitors to the Company’s website can also register to receive automatic e-mail notifications alerting them to new information made available on the Investor Information subpage of the Company’s website.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1	Investor Presentation Slides in use beginning January 12, 2012
99.2	Reconciliation of Non-GAAP Financial Measures to GAAP Financial Measures

SIGNATURE

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 hereunto duly authorized.

Dated: January 18, 2012

FARMER BROS. CO.
By:	/s/    JEFFREY A. WAHBA
Name:	Jeffrey A. Wahba
Title:	Interim Co-Chief Executive Officer, Chief Financial Officer and Treasurer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Investor Presentation Slides in use beginning January 12, 2012
99.2	Reconciliation of Non-GAAP Financial Measures to GAAP Financial Measures

EX-99.1

INVESTOR PRESENTATION

JANUARY 2012

Exhibit 99.1

CAUTIONARY STATEMENT REGARDING

FORWARD-LOOKING STATEMENTS

2

Certain

statements

contained

in

this

presentation,

including,

but

not

limited

to,

statements

regarding

the

development and growth of our business, our intent, belief or current expectations, primarily with respect to

future operating performance and the products and services we expect to offer and other statements contained

herein

regarding

matters

that

are

not

historical

facts

are

“forward-looking

statements”

within

the

meaning

of

federal

securities

laws

and

regulations.

These

statements

are

based

on

management’s

current

expectations,

assumptions, estimates and observations of future events and include any statements that do not directly relate to

any

historical

or

current

fact.

These

forward-looking

statements

can

be

identified

by

the

use

of

words

like

“anticipates,”

“feels,”

“estimates,”

“projects,”

“expects,”

“plans,”

“believes,”

“intends,”

“will,”

“assumes”

and

other words of similar meaning.

Owing to the uncertainties inherent in forward-looking statements, actual

results

could

differ

materially

from

those

set

forth

in

forward-looking

statements.

A

forward-looking

statement

is neither a prediction nor a guarantee of future events or circumstances, and those future events or

circumstances may not occur.

Stockholders and other readers should not place undue reliance on the forward-

looking

statements,

which

speak

only

as

of

the

date

of

this

presentation.

The

Company

undertakes

no

obligation

to update or alter any forward-looking statements, whether as a result of new information, future events or

otherwise, except as required by the federal securities laws. Factors that could cause actual results to differ

materially from those in forward-looking statements include, but are not limited to, our ability to successfully

integrate the CBI and DSD Coffee Business acquisitions, fluctuations in availability and cost of green coffee,

competition, organizational changes, the impact of a weaker economy, business conditions in the coffee industry

and food industry in general, our continued success in attracting new customers, variances from budgeted sales

mix

and

growth

rates,

weather

and

special

or

unusual

events,

and

changes

in

the

quality

or

dividend

stream

of

third parties’

securities and other investment vehicles in which we have invested our assets, as well as other risks

described from time to time in our filings with the Securities and Exchange Commission.

FARMER BROTHERS OVERVIEW

3

Leading manufacturer, wholesaler and distributor

of coffee, tea and culinary products

•

Founded in 1912

•

Today, the country’s largest direct store delivery

(DSD) coffee company

Differentiated business model

•

Most complete local, regional and national DSD

network in the coffee industry

•

Unique low cost production capabilities

•

Unparalleled distribution network serving multiple

segments of foodservice and retail channels

Experienced and motivated management team

•

Significant experience across consumer branded,

packaged good and beverage companies

FY11 Revenue -

$464M

FARMER BROTHERS KEY INVESTMENT HIGHLIGHTS

4

A recognized leader in both premium and cost competitive

product offerings

Product Offering

Leading national direct delivery footprint 

National

Coverage

Opportunities to continue to realize synergies from the recent

acquisitions

Acquisition

Synergies

State of the art development and production capabilities

Technical

Expertise

Leverage customer base of 63,000 and one of the most

experienced sales, marketing and operations teams in the industry

Market Position

COFFEE AND TEA MARKETS CONTINUE TO GROW

5

1

Mintel

Coffee

&

Tea

(2010);

2

National

Coffee

Association

Trends

Report

(2011);

3

New

York

Times

(July

2011)

Division

Description

Farmer Brothers roasts and distributes coffee, tea and culinary

solutions such as spices, soup bases and salad dressings through

direct store delivery and broad line distribution.

Coffee Bean International, an independent, wholly-owned

subsidiary of Farmer Brothers, is one of the nation’s leading

specialty coffee roasters, focusing on private brand retail programs.

Custom Coffee Plan is a division of Farmer Bros. Co., an established

leader in coffee service supplying business and hospitality venues

within its operating regions.

Spice Products Company is an industrial spice ingredients supplier

which brings the highest levels of quality and consistency to the

foodservice and industrial food manufacturing industries.

6

DIVERSIFIED BUSINESS MODEL TO TAKE ADVANTAGE OF

GROWING INDUSTRY

NATIONWIDE DISTRIBUTION NETWORK

7

•

Total facility square footage exceeds 1.5 million square feet

•

6 distribution centers and 114 branch warehouses

•

Approximately 500 routes servicing 63,000 customers

OUR COFFEE BUSINESS TRANSITION

8

TODAY

Traditional, Premium & Specialty Coffees

PRE 2007

Only Traditional Coffee

Three roasting facilities; DSD distribution in 48 states

West Coast primarily

Multiple brands:

–

Farmer Brothers

–

Superior

–

Coffee Bean International

–

Panache

One brand: Farmer Brothers

–

Prebica

–

Cain’s

–

Metropolitan

2010 Vendor of the Year for both Sheetz, Inc. &

Target Corporation

Known primarily for

supplying  small  operators

Industry leading coffee development lab and green

coffee purchasing capabilities

Basic coffee resources

High Touch Customer Service Strategy Since 1912

9

FARM 5 KEY POINTS OF DIFFERENTIATION

Product

-

Our products include coffee and tea,

along with a diverse selection of culinary

products and other hot and cold beverages.

Delivery -

Nearly 3 million square miles of direct

and multi-channel distribution.

Service -

Our high touch service model allows

63,000 foodservice customers to operate their

business more efficiently.

Equipment -

We own and operate responsive

nationwide equipment service coverage

24/7/365.

Procurement -

Deep, long lasting connections in

coffee, tea and spices, combined with strong co-

packing supplier partnerships in our other

categories

Procurement

QUALITY EXECUTION AT ALL TIERS

Using small batch, large batch and continuous roasting processes

in parallel,

we achieve exceptional consistency and quality control over multiple tiers.

10

PRODUCTION CAPABILITIES

TORRANCE

1

HOUSTON

PORTLAND

11

coffee, spices

coffee, tea

coffee

1

Headquarters

•

Capacity Utilization Currently at 50 to 60%

NATIONAL ACCOUNT APPEAL

12

•

Broad selection of consistently high quality products and

services

•

Customization capabilities to support individual programs

•

National direct delivery distribution coverage

•

Responsive equipment service model with 24hr support

•

Comprehensive partnership model, including

•

Brand development / strategy

•

Coffee / tea market expertise and consumer insight trends

•

Strategic commodity cost management programs

WE SELL MORE THAN JUST COFFEE

Our broad array of products provide diverse menu solutions for our customers

13

SIGNIFICANT CONSUMER ACCOUNTS

14

PRIVATE LABEL, WITH ADDED VALUE

15

•

Accounts for approximately  15% of sales

MAJOR WINS / RECENT WINS

16

FARMER BROTHERS' GROWTH STRATEGY

17

•

Increase synergies from the recent acquisitions of Coffee Bean

International and Sara Lee

•

Grow all tiers of Foodservice business –

leveraging our competitive

advantages:

•

Low cost producer with available roasting capacity

•

Unparalleled coffee and allied products distribution network

•

Customer

service

excellence

–

high

touch,

expert

capability

•

The most complete local, regional and national DSD network in the coffee industry                 

•

Grow average order size and improve gross margin by focusing on

the following product categories:

•

Continue to grow national accounts business by leveraging our

differentiated partnership model

•

Specialty coffee

•

Iced coffee

•

Iced Tea

•

Cappuccino mix

•

Culinary products

SR. MANAGEMENT TEAM/KEY SALES LEADERS

18

Name

Title

Prior Experience

Jeffrey Wahba

Interim Co-CEO, CFO and Treasurer

Patrick Criteser

Interim Co-CEO, President and CEO CBI

Mark Harding

Sr. VP of Operations

Larry Garrett

General Counsel

Hortensia Gomez

VP, Controller and Assistant Treasurer

Joe Prewett

VP of Marketing

Steve Heyman

VP of Sales

Tom Mortensen

VP of  Field Operations -

West

Bryan Csehi

VP of Field  Operations –

East

Jay Wilkins

SVP National Accounts -

CBI

FINANCIAL OVERVIEW

RECENT OPPORTUNITIES AND CHALLENGES

20

•

Coffee commodity market more than doubled from July 2010 to May 2011 but is

currently about 20% below its 2011 highs

•

Farmer Brothers increased its prices to cover the cost increase but like its

competitors lagged behind the rapid run-up in costs

•

Commodity costs have retreated more recently providing margin opportunities

and the Company has “locked in”

some of its future purchases which will provide

more margin stability going forward

KEY 2011 EXECUTED INITIATIVES

21

•

Aligned organization to meet current economic needs –

reduced headcount by 10%

while focusing resources on local markets

•

Significantly reduced operating expenses as a result of integration efforts –

current

run rate down more than 15% year over year

•

Despite unfavorable external factors, increased top line by 3% and grew National

Account business by 20%

•

Took necessary pricing actions to maintain $/lb. margins

•

Instituted a comprehensive hedging strategy to help smooth the impact of the

recently volatile coffee markets

•

Increased product breadth, technical expertise and marketing and

sales capabilities

leading  to substantial increases in revenue per customer

5 YEAR REVENUE GROWTH TREND

22

CBI acquisition –

April 2007; Sara Lee DSD acquisition –

February 2009

FY11 ADJUSTED EBITDAE RECONCILIATION

23

•

LIFO accounting impact of $40.3M  in FY11

•

Adjusted EBITDAE -

$18.0M, $21.1M better than 2010

1

First full year after Sara Lee DSD Coffee and Tea acquisition; one time costs related to integration efforts included

Q1 FINANCIAL PERFORMANCE FY12 VS. FY11

24

Q1 –

quarter ending September 30.

STRONG BALANCE SHEET WITH A FOCUS

ON ASSET MANAGEMENT

25

•

Inventory -

includes LIFO reserve of $70.0 million

•

PP&E -

includes over 50 owned properties

(In millions)

September 30, 2011

Cash and Cash Equivalents

4.6

Short-Term Investments

16.2

Accounts and Notes Receivable

44.6

Inventories

83.4

Other Current Assets

2.4

Net PP&E

108.7

Other Assets

18.1

Total Assets

277.9

Total Liabilities excluding Credit Facility

123.2

Credit Facility

33.4

Stockholders' Equity

121.3

Total Liabilities and Stockholders' Equity

277.9

INVESTMENT HIGHLIGHTS

26

A recognized leader in both premium and cost competitive

product offerings

Product Offering

Leading national direct delivery footprint 

National Coverage

Opportunities to continue to realize synergies from the recent

acquisitions

Acquisition

Synergies

State of the art development and production capabilities

Technical

Expertise

Leverage customer base of 63,000 and one of the most

experienced sales, marketing and operations teams in the industry

Market Position

NASDAQ: FARM

EX-99.2

Exhibit 99.2

Non-GAAP Financial Measures

In addition to net income (loss) determined in accordance with United States Generally Accepted Accounting Principles (GAAP), the Company uses certain non-GAAP financial measures, such as “EBITDAE” and “Adjusted EBITDAE,” in assessing its operating performance. The Company believes that these non-GAAP measures serve as appropriate measures to be used in evaluating the performance of its business.

The Company defines EBITDAE as net income (loss) excluding the impact of income taxes, interest expense, depreciation and amortization expense, employee stock ownership plan (“ESOP”) and share-based compensation expense, non-cash impairment losses, and net gains and losses from derivatives and investment portfolio. The Company defines Adjusted EBITDAE as EBITDAE excluding the impact of LIFO charge or credit. The Company believes that the use of the LIFO method of inventory valuation for coffee, tea and culinary products results in better matching of costs and revenues. EBITDAE and Adjusted EBITDAE as defined by the Company may not be comparable to similarly titled measures reported by other companies. The Company does not intend for non-GAAP financial measures to be considered in isolation or as a substitute for other measures prepared in accordance with GAAP.

Set forth below is a reconciliation of reported net loss to EBITDAE and Adjusted EBITDAE:

	Year Ended June 30,
	2009			2010			2011
	(In thousands)
Net loss, as reported	$	(33,270	)	$	(23,953	)	$	(54,317	)
Income tax expense (benefit)		14,283			(2,529	)		(9,167	)
Interest expense		335			986			1,965
Depreciation and amortization expense		18,292			26,778			31,758
ESOP and stock-based compensation expense		5,452			4,784			3,825
Intangible assets impairment losses		—			—			7,805
Investment portfolio losses (gains)		8,248			(10,169	)		(4,191	)
EBITDAE	$	13,340		$	(4,103	)	$	(22,322	)
LIFO (credit) charge net of taxes of zero*		(13	)		1,033			40,317
Adjusted EBITDAE	$	13,327		$	(3,070	)	$	17,995

* LIFO (credit) charge had no impact on income tax (benefit) expense since the Company has recorded a 100% valuation allowance against deferred tax assets.

Set forth below is a reconciliation of reported net loss to EBITDAE and Adjusted EBITDAE (in thousands):

	Three Months Ended September 30,
	2010			2011
Net loss, as reported	$	(9,873	)	$	(7,584	)
Income tax expense		361			346
Interest expense		402			575
Depreciation and amortization expense		7,461			7,923
ESOP and share-based compensation expense		1,078			790
Net loss (gain) from derivatives and investment portfolio		(1,897	)		2,621
EBITDAE	$	(2,468	)	$	4,671
LIFO charge, net of taxes of zero(1) (2)		3,595			6,660
Adjusted EBITDAE	$	1,127		$	11,331

(1) LIFO charge had no impact on income tax benefit since the Company has recorded a 100% valuation allowance against deferred tax assets.

(2) Actual valuation of inventory under the LIFO method is made only at the end of each fiscal 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 fiscal year-end inventory levels and costs. Because these estimates are subject to many forces beyond management’s control, interim results are subject to the final fiscal year-end LIFO inventory valuation.