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): November 9, 2010

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 2.02. Results of Operations and Financial Condition.

On November 9, 2010, Farmer Bros. Co., a Delaware corporation (the “Company”), issued an earnings release announcing its financial results for the first fiscal quarter ended September 30, 2010. A copy of the earnings release is furnished herewith as Exhibit 99.1 and incorporated by reference herein.

The information in this Current Report, including the accompanying exhibit, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, 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 Securities Exchange Act of 1934, as amended, regardless of any general incorporation language in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Earnings Release of Farmer Bros. Co. dated November 9, 2010

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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: November 10, 2010

FARMER BROS. CO.
By:	/s/ Jeffrey A. Wahba
Name:	Jeffrey A. Wahba
Title:	Treasurer and Chief Financial Officer

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Earnings Release of Farmer Bros. Co. dated November 9, 2010

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EX-99.1

Exhibit 99.1

Farmer Bros. Co. Reports First Quarter Results

TORRANCE, Calif.—(BUSINESS WIRE)—Nov. 9, 2010—Farmer Bros. Co. (NASDAQ: FARM) today reported a net loss of $9.9 million, or $0.66 per share, for its fiscal first quarter ended September 30, 2010, compared with net income of $2.2 million, or $0.15 per share, for its prior year fiscal first quarter.

Net sales for the first quarter of fiscal 2011 decreased $3.4 million, or 3%, to $108.7 million from $112.1 million in the first quarter of the prior fiscal year, primarily due to a modest reduction in the number of customers who purchased products and a slight decline in the amount of products sold to those customers who have been with the Company for more than one year.

Cost of goods sold in the first quarter of fiscal 2011 increased $7.0 million, or 12%, to $64.8 million, or 60% of sales, from $57.8 million, or 52% of sales, in the first quarter of the prior fiscal year, primarily due to higher total coffee brewing equipment and service costs, increased raw material costs and changes in the mix of our customers and the products we sell to them.

Gross profit in the first quarter of fiscal 2011 decreased $10.4 million, or 19%, to $43.9 million from $54.3 million in the first quarter of fiscal 2010. Gross margin decreased to 40% in the first quarter of fiscal 2011 from 48% during the same period in the prior fiscal year.

Operating expenses in the first quarter of fiscal 2011 decreased $0.8 million, or 1%, to $56.0 million, or 51% of sales, from $56.8 million, or 51% of sales, in the comparable period of fiscal 2010.

Total other income, net in the fiscal quarter ended September 30, 2010 was $2.5 million compared to $5.1 million in the fiscal quarter ended September 30, 2009. This was primarily due to lower net unrealized gains in our preferred stock portfolio during the fiscal quarter ended September 30, 2010 as compared to the fiscal quarter ended September 30, 2009. Interest expense of $0.4 million in the first fiscal quarter of 2011 compared to $0.1 million in the first fiscal quarter of 2010 also contributed to this decrease. Lower net unrealized gains in our preferred stock portfolio resulted in part from a reduced portfolio balance due to the sale of a portion of our preferred stock portfolio during the fiscal quarter ended September 30, 2010.

Income tax expense of $0.4 million for the fiscal quarter ended September 30, 2010 was comparable to income tax expense for the same period in the prior fiscal year. Income tax expense in the fiscal quarter ended September 30, 2010 includes no benefit from the pretax loss because of a $4.4 million increase in the Company’s valuation allowance related to its deferred tax assets.

About Farmer Bros. Co.

Farmer Bros. Co. is a manufacturer, wholesaler and distributor of coffee, tea and culinary products through direct and brokered sales to institutional food service establishments including restaurants, hotels, casinos, hospitals and food service providers, as well as retailers such as convenience stores, coffee

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houses, general merchandisers, private label retailers and grocery stores throughout the contiguous United States. Its product line includes roasted coffee, liquid coffee, coffee related products such as coffee filters, sugar and creamers, assorted teas, cappuccino, cocoa, spices, gelatins and puddings, soup, gravy and sauce mixes, pancake and biscuit mixes, and jellies and preserves. For more information, go to: www.farmerbros.com.

Forward-Looking Statements

Certain statements contained in this press release are not based on historical fact and 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,” “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. The Company intends these forward-looking statements to speak only at the time of this press release and does not undertake to update or revise these statements as more information becomes available except as required under federal securities laws and the rules and regulations of the SEC. Factors that could cause actual results to differ materially from those in forward-looking statements include, but are not limited to, fluctuations in availability and cost of green coffee, competition, organizational changes, the Company’s ability to successfully integrate the CBI and DSD Coffee Business acquisitions, the impact of a weaker economy, business conditions in the coffee industry and food industry in general, the Company’s continued success in attracting new customers, variances from budgeted sales mix and growth rates, weather and special or unusual events, the impact of global climate change or legal or regulatory responses to such changes, changes in the quality or dividend stream of the third parties’ securities and other investment vehicles in which the Company has invested its assets, as well as other factors described from time to time in the Company’s filings with the SEC.

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FARMER BROS. CO.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Dollars in thousands, except share and per share data)

(Unaudited)

	Three Months Ended September 30,
	2010			2009
Net sales	$	108,743		$	112,127
Cost of goods sold		64,798			57,823
Gross profit		43,945			54,304
Selling expenses		43,163			44,298
General and administrative expenses		12,801			12,505
Operating expenses		55,964			56,803
Loss from operations		(12,019	)		(2,499	)
Other income (expense):
Dividend income		679			679
Interest income		74			93
Interest expense		(402	)		(139	)
Other income		2,156			4,461
Total other income, net		2,507			5,094
(Loss) income before taxes		(9,512	)		2,595
Income tax expense		361			396
Net (loss) income	$	(9,873	)	$	2,199
Basic and diluted net (loss) income per common share	$	(0.66	)	$	0.15
Weighted average common shares outstanding—basic and diluted		14,975,216			14,748,564
Cash dividends declared per common share	$	0.115		$	0.115

Source: Farmer Bros. Co.

Jeffrey Wahba (310) 787-5241

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