FARMER BROTHERS CO 0000034563 false 0000034563 2022-03-14 2022-03-14
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): March 14, 2022
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.)
|  |  | 1912 Farmer Brothers Drive, | Northlake, | Texas | 76262 |  |
|  | (Address of Principal Executive Offices) (Zip Code) |
|  |  |  | 888 | 301-0489 |  |  |
|  | (Registrant’s Telephone Number, Including Area Code) |
|  | None |
|  | (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)) |
|  | Securities registered pursuant to Section 12(b) of the Act: |
|  |  | Title of Each Class |  | Trading Symbol(s) | Name of Each Exchange on Which Registered |
|  |  | Common Stock, $1.00 par value |  | FARM | NASDAQ Global Select Market |

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01 Regulation FD Disclosure.
As of March 14, 2022, Farmer Bros. Co., a Delaware corporation (the “Company”), prepared an investor presentation containing certain information and financial highlights (the “Investor Presentation”). Representatives of the Company intend to present some or all of the Investor Presentation to current and prospective investors at various conferences and meetings. The information contained in the Investor Presentation is summary information that is intended to be considered in the context of the Company's filings with the Securities and Exchange Commission (“SEC”) and other public announcements that the Company may make, by press release or otherwise, from time to time. The Company undertakes no duty or obligation to publicly update or revise the information contained in the Investor Presentation, although it may do so from time to time as its management believes is warranted. Any such updating may be made through the filing of other reports or documents with the SEC, through press releases or through other public disclosure.
To supplement financial information contained in the Investor Presentation presented in accordance with GAAP, the Company used certain non-GAAP measures of financial performance. The Company believes that these non-GAAP measures will allow for a better evaluation of the operating performance of the business and facilitate a meaningful comparison of the Company’s results in the current period to those in prior periods and future periods. Reference to these non-GAAP measures should not be considered as a substitute for results that are presented in a manner consistent with GAAP. These non-GAAP measures are provided to enhance investors’ overall understanding of the Company’s financial performance.
Additionally, on March 14, 2022, the Company issued a press release announcing its participation in the 34th Annual Roth Conference.
As provided in General Instruction B.2. of Form 8-K, the information included in this Current Report on Form 8-K, including Exhibits 99.1 and 99.2, is being furnished and shall not be deemed “filed” for the 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 shall not be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended, or the Exchange Act regardless of any general incorporation language in such filing. In addition, the exhibit furnished herewith contains statements intended as “forward-looking statements” that are subject to the cautionary statements about forward-looking statements set forth in such exhibits.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits

Exhibit No. |  | Description
99.1 |  | Farmer Brothers Investor Presentation
99.2 |  | Press Release of Farmer Bros. Co. dated March 14, 2022
104 |  | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

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: March 14, 2022

| FARMER BROS. CO.
| By: | /s/ Scott R. Drake
|  | Scott R. Drake
|  | Chief Financial Officer (principal financial officer and principal accounting officer)