Farmer Bros Co (FARM) 2016 Q4 法說會逐字稿

Good afternoon, ladies and gentlemen, and welcome to the Farmer Bros. fourth-quarter and full FY16 earnings conference call.

(Operator Instructions)

As a reminder, this conference is being recorded Monday, September 12, 2016. I would now like to turn the call over to your host, Tom Mattei. Please go ahead, sir.

Good afternoon, everyone. Thank you for joining Farmer Bros. fourth-quarter and full FY16 earnings conference call. I'm the Company's General Counsel. With me today are Mike Keown, President and Chief Executive Officer; and Isaac Johnston, Treasurer and Chief Financial Officer.

Earlier today, we issued our financial results and the China Mist transaction press releases, which are both available on the Investor Relations section of our website at www.FarmerBros.com. The press release for our financial results is also included as an exhibit to our Form 8-K, available on our website, and on the Securities and Exchange Commission website at www.SEC.gov.

Please note that all the financial information presented on this conference call today is unaudited. A replay of this audio-only webcast will be available approximately 24 hours after the conclusion of this call. The link to the audio replay will also be available on our website.

Before we begin the call, please note various remarks that we make during this call about our future expectations, plans, and prospects may constitute forward-looking statements for purposes of the Safe Harbor provisions under the Federal Securities laws and regulations. These forward-looking statements represent our views only as of today and should not be relied upon as representing our views as of any subsequent date.

Results could differ materially from those forward-looking statements. Additional information on factors that could cause actual results and other events to differ materially from those forward-looking statements is available in the Company's press release and our public filings, which are available on the Investor Relations section of our website.

On today's call, we use certain non-GAAP financial measures including non-GAAP net income, non-GAAP net income per common share diluted, adjusted EBITDA, and adjusted EBITDA margin in assessing our operating performance. Reconciliation of these non-GAAP financial measures to their most directly comparable GAAP measures is included in our earnings press release, which is available on the Investor Relations section of our website.

I will now turn the call over to Mike Keown, our President and Chief Executive Officer. Mike?

Thank you, Tom. Hello, everyone, and thank you for joining us this afternoon. Here is our plan for the call today. I will start by highlighting our financial results for the quarter and the fiscal year. Then I'd like to bring you up-to-date on our corporate relocation plan, and as a part of that, the cost-reduction initiatives we have been successfully initiating over the past one to two years. And finally, I'll touch on our exciting acquisition of China Mist before turning the call over to Isaac, who will discuss our financial results in greater detail.

So let's take a look at the fourth quarter and the year at a high level. We are pleased with our results for the fourth quarter and full FY16. We ended the fiscal year strongly, with positive results in the fourth quarter from a variety of perspectives. Our balance sheet remains strong, providing us with the financial flexibility to continue to grow our business. We expect continued improvement in the Company's performance as we look forward to FY17 and believe we are well positioned to continue creating value for all of our stockholders.

To touch on some of our highlights, first, volume was strong. Gross margin improved and net income results were solid. Coffee volume was up 10.5%, with improvements in our direct ship and DSD channels. We are pleased that our quality and value proposition is translating into volume growth, driven by existing and new customers.

Second, our team continued to execute well operationally. As we look at our business today, we feel like our plants have been running very effectively and have been very dialed in. At the same time, we are not stopping there, and the team is continuing to identify new ways to take cost out of the supply chain and new opportunities to provide better products and service to our customers at a lower cost.

Third, our corporate relocation plan remains on track. We continue to anticipate generating $18 million to $20 million in annualized savings from the relocation to Texas, and we are pleased to have achieved more than half of that savings already as we ended FY16.

Fourth, as I mentioned, we are very pleased to have entered into an agreement to acquire China Mist, a business that we believe will be highly complementary to our current portfolio. I will go into more detail shortly, but from our perspective, China Mist has a tremendous brand and product offering, a great management team and organization that knows how to get the job done. And also an established distribution network that provides a new capability and hybrid model to our DSD and direct ship capabilities.

Lastly, from what we've understood thus far, China Mist has a growing international business, and I'm really looking forward to saying welcome to the China Mist team down in Phoenix.

So let's take a look at sales and volume. As we've discussed previously, we saw volume trends start to pick up during the second quarter of FY16 from the trends that we've been seeing in 2015. We expressed at the time that we believe that pick-up represented a change in the trend line and that is proving to be the case, as we ended the fiscal year with strong volume growth.

For the fiscal year, we processed and sold right around 90.7 million pounds of green coffee, compared to 87.7 million pounds during FY15. In the fourth quarter, our increase was 10.5%, compared to the same quarter in the prior year. That uplift came from a combination of new business, as well as increases from existing customers.

I'd like to just give you a flavor of where and how this growth is coming from. In the fourth quarter, we won the Jackson Convenience Store business, a 220-store chain in the Pacific Northwest. We are very excited about this relationship.

Next, Farmer Brothers has also been selected as the coffee supplier for 150 of SSP Group US retail locations in 24 airports. SSP is a British multinational company headquartered in London, England, which operates branded catering and retail units at over 125 airports and 270 train stations around the world as a concessionaire.

SSP America operates 200 branded restaurants and food kiosks in retail locations in 24 international and regional airports in the US. US brands include Sam Adams Lounge, Pizza Hut, Quiznos, La Brea Bakery, and Arby's, among others.

To give you a sense of the kind of airports that we will be in, the locations that Farmer Brothers will serve include John F. Kennedy; Minneapolis/Saint Paul; Dallas/Fort Worth; George Bush Airport in Houston; the airports in Orlando, Tampa, Portland, San Francisco, San Diego, Los Angeles and Phoenix Sky Harbor. From our estimates, SSP will be our largest DSD sale of roast and ground coffee since 2011. And in many cases our product offering will also include teas.

To give another example of the terrific work on the DSD side, we initiated a relationship with new customer Big Biscuit, a 12-unit and growing family restaurant chain located in Kansas and Missouri, and we're excited about growing alongside this locally beloved chain.

Looking at the fiscal year, despite transaction complexities, we brought on new customers in the specialty coffee category, including Stumptown and Caribou, and added major retail customers in the club and mass merchant space. Within our existing customer base, we helped drive strong growth in our [sheets] business, as we moved with them to a more premium coffee and a whole bean product. We also worked with Target to drive their Archer Farms business.

We have rolled out new selling materials for business development and ended the fiscal year with additional prospects in our active pipeline, which we believe will position us for strong activity in FY17.

As we look at where we stand since initiating our turnaround, we feel like we've made remarkable strides in signing on new customers, getting former customers to return, and expanding existing customer programs. In addition to the new customers and the work we are doing with an existing customer, which I just reviewed, we are very pleased with the development of our relationship with TreeHouse Foods, a truly world-class organization, over the past few years. In total, from FY12 through FY16, we have increased green coffee pounds sold and processed by over 40%, and we have reduced the impact of green coffee commodity price movements on our results through more robust hedging programs.

Next, onto gross margin where we saw significant improvement for the quarter. COGS decreased $1.6 million, or 2%, to $81.7 million, compared to the fourth quarter of the previous year. Leading the way in the reduction were lower commodity costs compared to last year's fourth quarter, the benefit from supply chain efficiencies, as well as some help from a LIFO inventory layer reduction.

The increase in net sales, combined with a reduction in COGS, produced a gross profit of $52.4 million, an increase of $3.2 million, or 6.6% compared to last year. That brings gross margin to 39.1% for the fourth quarter of FY16 compared to 37.1% in the fourth quarter of FY15. When you step back and look at our gross margin progression over the last four years, gross margin has improved from 33.4% in FY12 to 38.3% in FY16.

Stronger gross profit for the period helped drive improvement in net income. Fiscal year fourth quarter net income, FY16 fourth-quarter net income of $84.2 million compares well quite favorably to the net loss of $2.2 million for the fourth quarter of FY15. Isaac will talk more about the deferred tax asset that is having an impact.

Lastly, we incurred about $2.7 million in restructuring and transition expenses related to the corporate relocation during the fourth quarter -- the fourth quarter of FY16, which was less than the $5 million for the fourth quarter of last year.

Looking at the full fiscal-year comparison, non-GAAP net income was $17.6 million in FY16, as compared to $11.5 million in FY15, an increase of approximately 53%. Moreover, non-GAAP net income per diluted common share was $1.06 in FY16, as compared to $0.71 in FY15. This is the fourth consecutive year that our team has generated year-over-year growth in gross profit, and net income for the fiscal year is the highest it has been in more than 10 years, even removing the impact of the deferred tax asset mentioned.

Next, I'd like to touch upon key strategic initiatives, with particular attention on our corporate relocation plan and other cost-savings initiatives we have shared with you previously. Our corporate relocation plan remains largely on track. We have completed the sale of our Torrance, California property, and this property sale, as well as the sale of our spice assets, will be a source of funding for the new facility, just as planned.

As we discussed on last quarter's call, the prime location of our Torrance property, combined with market tailwinds, produced very strong and competitive interest. And we completed the sale at a higher-than-expected price, above the top end of our originally estimated range. The Torrance wind-down is largely on track, and we expect to exit the building by the end of the calendar year.

The building economics for the new Northlake facility remain generally on plan. Isaac will discuss some of the new facility economics in more detail in a few minutes.

Of note, we have experienced some schedule impact from construction delays related, in some part, to some substantial rains in the Dallas/Fort Worth area in late spring and early summer. Currently, we continue to expect to begin our move into the new facility in the second-quarter FY17 and to be operational in the third quarter.

Additionally, our third-party logistics initiative was rolled out on time, and our vendor-managed inventory programs are also in progress, as we planned. Finally, we have completed the transition of the spice business manufacturing to Harris Spice Company, which aids the progress on our Torrance property exit plans. We look forward to realizing the expected benefits of the new facility as we position Farmer Brothers to better serve existing customers and offer potential customers high-quality products from our new state-of-the-art facility.

Next, I'd like to turn to China Mist, given the agreement we just executed to acquire substantially all of its assets. We believe China Mist is an excellent strategic fit for Farmer Brothers. As I noted earlier, we find China Mist to be a strong brand in the premium tea category, with a well-established national distribution in over 20,000 food service locations across the country.

China Mist's founders, Dan Schweiker and John Martinson are true pioneers in the category, having introduced the first ever gourmet, fresh-brewed iced teas for restaurants 34 years ago. Since that time, the brand has grown in strength of recognition and is very well respected by both food service customers and consumers.

We believe that the China Mist business is very complementary to ours, with different customers and distinct offerings of products and services, allowing us to expand our brand portfolio and contributing to the continued growth of our fresh-brewed tea business. China Mist shares our focus on innovation and delivering exceptional service and high-quality products to customers, as well as a culture of sustainable practices.

Importantly, we believe that their strong distribution network provides a new capability and hybrid model that will work in harmony with our DSD and direct-ship capabilities. In addition, China Mist has a growing international business that is very attractive to us as we look forward to additional growth opportunities for the Company.

We anticipate closing the acquisition in the second quarter of FY17, subject to certain closing conditions. China Mist will maintain its operations in Scottsdale, Arizona, and we intend to offer employment to China Mist employees. China Mist President, Kermit Peterson, will continue to oversee the business, and founders Dan and John have graciously agreed to stay on and consult for us.

We look forward to being able to bring the China Mist management team and employees into the Farmer Brothers family. Looking forward, we are enthusiastic about the opportunity to expand our business and better serve our customers through this transaction.

I'll now turn the call over to Isaac who will provide you with more details on our fourth-quarter and full fiscal-year results, as well as some financial updates related to our corporate relocation plan. Isaac?

Thank you, Mike. And hello. I'll spend the next few minutes discussing our financial performance for the fourth quarter and full year of FY16. We are pleased with the continued improvement in our financial performance achieved for the quarter and fiscal year. We continue to successfully execute against our objectives of driving improved volume growth and creating efficiencies in supply-chain management.

Now let me go into some of the details of our results. Net sales in our fourth quarter of FY16 were $134.2 million, representing a 1.2% increase, compared to net sales in the fourth quarter of FY15. This increase was primarily driven by a 10.5% increase in coffee pounds sold, which were offset by lower prices, driven primarily by customers in cost-plus pricing arrangement where changes in the green coffee commodity costs are passed onto the customer. Most cost-plus customers are covered under coffee hedging contracts, which help insulate them from immediate changes in green coffee commodity prices.

Gross margin for the fourth quarter of FY16 was 39.1%, or 200 basis points higher than the 37.1% we reported in FY15. The improvement in gross margin was primarily driven by lower green coffee costs, as well as improvements in conversion and leverage as we move production from our Torrance, California manufacturing site.

The gross margin includes a benefit from LIFO layer reductions in the fourth quarter of FY16 of $3.1 million compared to a benefit of $1.8 million in Q4 of 2015. Overall, we experienced a very strong quarter in gross margin improvement.

Operating expenses in the fourth quarter were $49.4 million, representing a decrease of $1.2 million; that's compared to the $50.6 million recorded in the prior-year period. The decrease was primarily due to restructuring and other transition expenses in connection with our corporate relocation plan being $3.2 million lower than the prior-year period, combined with a $2.6 million net gain on sales of assets, primarily real estate, partially offset by increases in selling and general and administrative expenses.

Operating expense results for the quarter reflected performance-based incentive compensation accruals being above plan in the quarter, as compared to a reversal of accruals for incentive compensation in the prior year, at which time the operating performance was behind target. The total difference in the quarter was $2.5 million.

Other operating expenses included a reserve against an old legacy loan of $700,000, and increase in the estimate of retiree medical costs of $300,000 in the fourth quarter of FY17, overlapping a prior-year credit of $1.1 million. Expenses related to the corporate relocation plan were $3.2 million lower than Q4 of FY15. As a result, income from operations in the fourth quarter was $3.1 million, compared to a loss from operations of $1.4 million in the prior-year period, an improvement of $4.5 million versus the prior-year quarter.

Total other income was $800,000 in the fourth quarter of FY16 as compared to total other expense of $600,000 in the fourth quarter of FY15. In Q4, FY16, we recorded $600,000 of coffee-related derivative instrument and investment gains, with coffee-related derivative instruments and investment losses of $900,000 in the prior-year period.

We recorded a very big change in income tax benefit of $80.3 million for the fourth quarter of FY16 compared to an income tax expense of $200,000 in the fourth quarter of FY15. The tax valuation allowance release and resulting tax benefit was recorded in the fourth quarter, was based on solid financial improvements with 36 months of net income, the sale of the Torrance facility that is expected to result in a significant gain to be recorded in the first quarter of FY17, and a strong outlook of future earnings.

To explain this a little bit more, if you look at Farmer Brothers' historical financials from 2008 through 2013, we experienced book losses in excess of $154 million. As you know, losses in one year can be used as a deferred tax asset to offset income taxes in subsequent years.

With our extended losses from 2008 to 2013, there had been a degree of uncertainty as to whether we would be able to use the deferred tax assets. So Farmer Brothers established a valuation allowance reserve. This reserve against the deferred tax asset was released in the fourth quarter, based on the determination that it's more likely than not the Company will be able to utilize the $80.3 million deferred tax asset.

As a result of the factors I mentioned, net income was $84.2 million in the quarter of FY16, compared to a net loss of $2.2 million in the quarter of FY15. Net income per diluted common share in the fourth quarter was $5.05 versus a net loss per diluted common share of $0.13 in the prior-year period.

As Mike mentioned in referencing our non-GAAP net income, which excludes the income-tax benefit from the release of the valuation reserve, restructuring, and other transition costs and gains and losses on sales of assets, you will see our non-GAAP net income was $3.8 million in the fourth quarter of FY16 versus $3.7 million in the prior-year period. Our non-GAAP net income per diluted common share was $0.23 in the fourth quarter of FY16 versus $0.23 in the fourth quarter of the prior year. Our adjusted EBITDA margin was 7.3% Q4 2016 versus 8.3% in Q4 2015.

As mentioned earlier, the credit from reverse and incentive accruals in the prior-year quarter and the accrual of incentive payments in the current year impacted the change in non-GAAP net income by $0.15 per share, along with establishing a reserve against an old legacy loan of $700,000, or $0.04 a share. That brings us to the fiscal-year results.

Our net income for the full FY16 was $89.9 million compared to $700,000 for FY15, or $5.41 per common diluted share in FY16 versus $0.04 in FY15. Our non-GAAP net income was $17.6 million for FY16 compared to $11.5 million for FY15.

Our non-GAAP net income per diluted common share for the full year was $1.06 for 2016 versus $0.71 the same period in FY15. This quarter continued the same trends we saw the first three quarters, along with pound growth accelerating to a little over 10% growth in the quarter.

Now, let's turn to the balance sheet. As of June 30, 2016, we had $21.1 million in cash and cash equivalents. Additionally, we had $25.6 million in short-term investments. As of June 30, 2016, we had $109,000 borrowed and outstanding on our revolving credit facility. Our credit facility with JPMorgan Chase and SunTrust has a $75-million borrowing capacity and a $50 million accordion expansion feature. As of June 30, 2016, we utilized $11.9 million in letters of credit and had $46.6 million of excess availability on the credit facility based on our borrowing base capacity.

For the full year of FY16, our CapEx, or $31 million, as compared to $19 million in FY15, $4 million was for equipment related to our new facility. Our CapEx included funds spent on coffee brewing equipment, expenditures for vehicles, [machinery] and equipment, building and facility improvements, and IT-related expenditures.

In addition, for the full year of FY16, we increased PP&E by $28.1 million relating to the new Texas facility, offset by an increase of [$28.1] million in other long-term liabilities associated with the new Texas facility lease obligation. On the balance sheet you will notice $7.2 million in assets held for sale, which is related mainly to our Torrance, California property and a property in Northern California. Depreciation and amortization expense in FY16 was $20.8 million versus $24.2 million in FY15.

As of June 30, 2016, we held coffee-related derivative instruments covering 34 million notational pounds of green coffee, as compared to 34.2 million pounds covered as of June 30, 2015. In addition, we had green coffee fixed-price contract commitments of $62.5 million, which is $21.5 million higher dollars than June 30 of 2015.

As of June 30, 2016, we had $25.9 million in coffee inventory processed and unprocessed. The combination of increased coffee-related derivative instruments and the increase in fixed-price green coffee contract commitments has increased the price certainty of green coffee costs.

I would now like to discuss some of the financials relating to our corporate relocation plan. Since the project started in 2015, cash expenses for restructuring and other transitional expenses associated with our corporate relocation plan totaled $25.7 million. These expenses consisted of employee retention and separation benefits of $16.2 million, facility-related costs of $3.1 million, and other related costs including legal, consulting, and travel of $6.4 million. We have estimated we will incur approximately $31 million in aggregate cash costs in connection with these restructuring and other transition expenses associated with the corporate relocation plan.

To date, we have paid for or accrued $25.7 million in costs in connection with the corporate relocation plan, with the remainder of the estimated $31 million, or $5.3 million, expected to be recognized in the first three quarters of FY17. Including $1.3 million in non-cash depreciation expense, we've recognized a total of $27 million of restructuring and other transition expenses, of which $2.5 million is yet to be paid. In addition, we may incur certain non-cash asset impairment and pension-related costs.

As you know, last year we entered into a lease agreement for an approximate 538,000-square-foot facility being constructed on just over 28 acres of land located in the city of Northlake, Texas, which will include corporate offices, areas for manufacturing and distribution, in addition to housing a coffee lab. The updated size and scope of the facility includes a larger manufacturing footprint and larger warehouse with increased pallet space.

In March 2016, we updated both the cost of the facility and the size of the facility, and put a range at $55 million to $60 million, and the machinery and equipment capital expenditures to $35 million to $39 million and are still on track for these estimates. In June 2016, the Company exercised its purchase option to purchase the new facility under construction in Northlake, Texas, and expects to close on the purchase option in the first quarter of 2017. Construction of and relocation of the new facility are expected to be completed in the third quarter of FY17.

In Q1 FY17, we have completed the sale of the Torrance property for $43 million. As Mike mentioned, we are pleased with the sales price was higher than initially anticipated. We expect that the expenditures associated with our Northlake facility will be partially offset by the proceeds from the sale of the Torrance facility and from the $6 million in proceeds from the sale of our spice assets completed in December of 2015.

We believe the proceeds from the sale of the Torrance facility, the proceeds from the sale of our spice assets, our credit facility, cash flows from operations and other liquid assets collectively will be more than sufficient to cover our financing arrangements for the next 12 to 18 months, including the anticipated expenditures for our corporate relocation plan. We continue to expect the corporate relocation plan, including our move to a third-party logistics provider versus internal long-haul fleet, vendor-managed inventories, and other items to generate annualized cash savings in the range of $18 million to $20 million. As of year end, we have realized approximately half of the expected savings, with the majority of the savings flowing through the 220-basis-point improvement in the gross margins seen in 2016. With that, I'll turn the call back over to Mike.

Thanks, Isaac. As always, I thank those on the call for your continued interest in Farmer Brothers. We are pleased with the progress we are making in our turnaround as we continue to focus on creating value for our stockholders. Before we turn to questions, I would like to briefly comment on a recent development.

As you likely saw, a stockholder group, led by Carol Farmer-Waite, recently published a letter to the Company's Board and indicated they plan to nominate candidates to stand for election to the Farmer Brothers' Board at our annual meeting for 2016. As noted in their recently updated 13-D filing, the stockholder group has submitted their three nominees.

First, I note that we appreciate the views of all of our stockholders and remain open to ideas that will advance the Company's success and enhance stockholder value. The Board will consider these nominations in due course.

After the Board completes its nominating process, the Board will present its formal recommendation regarding director nominations in the Company's definitive proxy statement, which will be filed with the SEC and distributed to all stockholders eligible to vote at the Company's 2016 annual meeting. Our Board and management team are committed to acting in the best interests of the Company and our stakeholders, and we will continue to take actions that we believe enable us to enhance stockholder value.

Our Board today is composed of seven actively engaged directors who collectively represent a strong mix of independence, executive experience, industry expertise, deep understanding of the Company's business, and Farmer family representation. Six of our seven directors are outside, non-employee directors; five are independent; and five were appointed within the last five years.

Four of the Board's independent directors are former chief executives of public and private companies in the food service business. Additionally, Jeanne Farmer Grossman, who has been a director since 2009, is the sister of Carol Farmer Waite and the late Roy Edward Farmer, and the daughter of the late Roy F. Farmer.

Since I joined this organization in 2012, our team has been focused on implementing our turnaround strategy to improve the Company's performance, including working better to serve our existing customers, as well as win new customers, drive growth in the volume of coffee pounds sold, and create supply-chain efficiencies that would improve how we operate and reduce costs. The business strategy and initiatives our management team is executing, with the support of the Board, are designed to continue creating value for our stockholders. We believe a reflection of our progress is the Company's stock price in recent years, which has appreciated nearly 200% since March 2012, representing strong value creation of approximately $300 million for our stockholders.

Having noted all of this, I'd like to add a reminder that the purpose of today's call is to discuss our fourth-quarter and full-year 2016 earnings results, and we would appreciate if you could please keep your questions during the Q&A session focused on our results.

With that, I'd like to open up the call for a few questions. Operator?

Thank you, sir.

(Operator Instructions)

Our first question comes from the line of Tony Brenner with ROTH Capital Partners. Your questions, please.

Thank you. A couple of questions -- first of all, Isaac, what will your tax rate be going forward on a book basis?

On a book basis, it will be the normalized tax rate in the 34% range. There will not be a cash flow impact, but from a book basis it will be about 34%.

Beginning in the first quarter?

Beginning in the first quarter of FY17, and we had actually a little bit in fourth quarter of 2016, but yes, in 2017 and beyond.

Okay. You mentioned that the accruals for incentives was what inflated G&A expense and that was above plan in the quarter. Could you give some guidance as to what kind of a step-up in G&A or as a percent of revenues a decline we might anticipate in FY17?

Okay. Let me give you a couple of numbers. If you look at the accrual versus prior year, the accrual -- last year, it was a credit. Bonus accruals were negative, and then this year there was an expense. The difference between those two were roughly $0.14 -- right at $0.15 a share difference.

If you look at it versus a normalized number, so you say, look, you pay a normal bonus each year, it's about $0.04 per share. And then the legacy loan, we took a reserve on a legacy loan and that was about $0.04 a share also.

Okay, so is it reasonable to expect that on balance that G&A expense is a lower basis-point number as a percent of revenues?

In 2015, the SG&A was lower than normal, as we didn't hit the performance target, so it came down. And then this year, set the performance targets and exceeded the performance targets, and the difference between the two was the -- within the quarter -- was in the $0.14 (multiple speakers).

Okay.

If you look at it for the full year, that change was almost $0.45 per share; it was a fairly significant number. If you look at it and you say, look, take your year-end, full year-end results, we had about $1.06 per share. The way I would think about is normalized bonus, so add $0.04 in. So just from normalizing the bonuses, so that gets you from $1.06 to roughly $1.10.

Then this [dupars] loan -- or this loan is a reserve against a legacy loan that is a one-time nature, of which we will be doing absolutely everything possible to collect the full amount in the future. But it's about $0.04 also. So add $0.08 onto the $1.06, and we're really -- I would think we're in the $1.14 per share range.

Okay. And all of that really is fourth quarter -- that $0.08 essentially is a fourth-quarter phenomenon?

Yes, it's a fourth-quarter and then the full-year number also.

Right. Okay.

On the same (multiple speakers) share basis.

Mike, I think you mentioned that SST becomes your largest customer. Is that right?

It's SSP and this is the largest DSD roast and ground sale. We've got data back to about 2011, and we're very proud of it. It's very good work by our DSD group.

How long will it take you to transition and penetrate all 24 of those locations?

We've already started with a few. I would probably say by the end of January or February, to be conservative, but potentially faster than that. It's just a matter of logistically getting to each place, getting things set up and so forth. But we're excited about this partnership.

Okay. Last question from me: Regarding China Mist, you mentioned that they've got a very attractive distribution system of their own. How will that be blended in or how will that work?

Well, I think there's a couple ways that we could see it. First, we'll be working with the existing distributor group. We're very excited to work with them. It gives us, in an essence, another club to swing in the bag, Tony.

In some cases it could be an opportunity to drive China Mist. It could be an opportunity to sell other products through that network. And in some cases where we don't have a distributor in a particular region, it's an opportunity to put it on the truck. So we see this being very malleable to work into our system.

We just announced this today. We still are working through the close. But it's a terrific organization, and we're excited to have them part of the family.

If you look at their customers versus our current customers, they're pretty much incremental customers. So it opens up an opportunity for us through another avenue to work with the distributors, make them successful, and then make our Business successful also.

And what are their sales?

When we go through the final closing, which is scheduled in the second -- early part of the second quarter time frame, we will disclose it at that time. At this point in time, we haven't disclosed the sales range.

Okay. Thank you very much.

Thanks, Tony.

Thanks, Tony.

Thank you.

(Operator Instructions)

Our next question comes from the line of Kara Anderson with B. Riley & Company. Your questions, please.

Hi. Good afternoon, guys.

Hello, Kara.

Hi. I was wondering if you could update us on the expectation for the timing for (inaudible) $18 million to $20 million in annual savings?

Okay. That's a good question. As we bring our facility up and running here in Texas, in Northlake, it starts opening up the opportunity for the next link of the chain for us.

So that comes -- we've said it will be the end of the second quarter, beginning of the third quarter. And then, we would expect to start seeing some of the savings after the second quarter, into more of the third quarter, and then ramped up over the next year time frame is what we're working against.

Okay. And then, could you provide a little bit more color as to the breakout of the coffee volume growth by DSD and direct ship?

As you know, we don't break that out as a going basis. But I think you could probably gather from my comments, as I named some of the customers, that more came from the direct-ship business than from the DSD group. And that's certainly where some of the newer volume has come on over the last year. But we don't break that out publicly.

But some of the more recent wins that Mike walked through are DSD wins, the ones that SSP and the customers that he'd specifically walked through.

Okay. That's helpful. And then what were the assets sold in the quarter? I don't know if I missed that.

The assets sold in the quarter include -- we had a facility sale that occurred within the quarter in northern California. And if you notice in our capital spending, we also spent some additional dollars on the acquisition -- so it was a repositioning, a closing of one, an opening of another. So there was an in-and-out flow. It was primarily on the facility side where the capital spending or the real estate sale occurred.

Okay. That's it for me. Thank you.

Thank you.

Thank you. Our next question comes from the line of Carter Dunlap with Dunlap Equity Management. Your questions, please.

Hi, guys. One quick follow-up to Tony's question and then another one -- if I go back to the SG&A year over year and talk about it in dollar amounts, which is what you speak to in the press release, just want to make sure I understand one thing. So the difference between the incentive accrual plus the credit last year was $2.5 million swing, and then the charge against the legacy loan was $700,000. So that's $3.2 million. And you mentioned that the total went up $4.8 million. So will the rest of that drift down in the next two quarters before these other cost savings kick in, or is that a new level, after you take those two non-recurrings out?

There was also a retiree medical there where we had a $1.1 million credit in the prior year, and then a $300,000 charge within the current year.

So that was a $1.4 million swing, is that what you said?

Yes, it was a $1.4 million swing. So those are the three components that are in the difference.

Okay.

And that gets you the full amount. Versus a -- if you think of versus a normalized -- let's say we perform on plan, on target, grow volume, hit all the productivity targets. It would be roughly $600,000 different as far as raw dollars are concerned, so $600,000 lower within the quarter. For the full year, it would be roughly $2.2 million lower. Okay?

Okay.

Then the next item, you think of this legacy loan that we took within the quarter, that's roughly $700,000 and within the quarter. And then that one is a $700,000 impact for the full year also. So the $2.2 million plus the $700,000, that $2.9 million you should think of as going away in the run rate.

Now, the legacy workmen's -- I'm sorry, the legacy retiree medical cost, they do an actuarial assessment each year. Last year it was down. This year it was up. That was about $300,000. So I would -- if the actuarial assessments remain constant, then it would be $300,000 that would basically fall out also.

Okay.

So $2.2 million plus $700,000 plus the retiree medical number.

Okay. Just to shift to a totally different question, back in prior conversations in thinking about the transition to Texas, if my memory serves me, the December quarter, your first FY17, was your peak shipment volume quarter. And given the success you've had in these unit growth volumes in this quarter and what it sounds like laying in, is there something incremental you have to do to clear the mountain here in the December quarter? I'm sorry, the September -- yes, the December quarter.

In the second quarter fiscal year.

Right, I'm sorry, Q2.

One thing we know a lot better now than when we were 9 months, 12 months ago, is we actually know what we can produce within our two current manufacturing sites. And we don't see that we will have any capacity constraints in going through the year-end time frame.

We now know what we can handle. We know what we've got -- the surge capacity. We know what we can get from sixth- and seventh-day production, and we don't see an issue in handling a similar level growth number in the future.

Wonderful.

I would add on to that Carter. We do have some contingency plans, as well, that we've established over the course of the last year. So I would say the Houston and Portland facilities are just doing a terrific job. But if there was an issue, even with the progress Isaac was discussing in terms of how we're thinking about capacity, we do have some fail-safe strategies in place as well.

Thank you.

And then when the new lines come up and running, just if you've got in your notes, it's between 24 million to 28 million pounds of incremental capacity will be coming on-stream.

Got it. Thank you.

Thank you, Carter.

Thank you. Our next question comes from the line of Adam France with 1492 Capital. Your questions, please.

Good afternoon, guys. Thanks for squeezing me in. Mike, could you speak to -- I'm sure price was part of it, but with this Jacks business or the airport locations, you're obviously replacing somebody. How come you won, in terms of simplest question? Why did they choose you?

Sure, I think one of the things that we're doing better is demonstrating our total capability. So as examples, we've got a terrific green coffee team in terms of buying, roasting, ensuring that we meet almost any customer spec. We've got terrific plants. We've got hedging programs for those customers who want that. And for those who want more innovation, we've got a very small but talented marketing group.

When we show up all together for customers who are truly interested in driving their business, we fare much better. Conversely, if it's just going to be a bid, while we may participate, if they're not interested in really driving coffee with the segment, we may not be the best partner. And we're trying to find ways to make sure that we're engaging truly the people and the channels that are going to win in the long haul. It may sound obvious, but it's something I think we're doing better and better, and the market's demonstrating that.

Very good. Thank you, guys.

Thank you. Our next question comes from the line of Francesco Pellegrino with Sidoti & Company. Your questions, please.

Good afternoon, guys.

Hello.

Just wanted to start off with a quick question. Mike -- actually, Isaac, I heard you going over some of the actuarial assumptions. Could you maybe just explain a little bit what happened with the $20 million jump sequentially from Q3 to Q4 on the balance sheet for the accrued pension liabilities?

Yes. Interest rates in the fourth -- in the last quarter dropped almost a full -- a 0.5 percentage point. And as interest rates moved down, then the estimated liability then goes up. So it moved up by somewhere in the $18 million to $20 million range. I don't remember the exact number, but I think it's right about $20 million.

As interest rates go the other direction, then it could potentially go back to a normalize. If you look at the last two quarters in a row, it dropped -- it was almost [0.5%] this quarter. It dropped almost 0.5% the prior quarter. So we've seen a pretty significant jump, driven primarily by the reduction of interest rates over the last two quarters.

So this is just a reduction in the discount rate, nothing with like changing around like mortality assumptions or anything like that, it's just the discounting.

The mortality or actuarial rates were a little bit, but the majority -- within the quarter -- but the majority of it was the interest rate moves. If I remember correctly, I think it's just below 0.5%. It's like -- (multiple speakers).

Okay, so 50 basis points. I just want to make sure I'm on the same page as you guys because I see the China Mist business that you did, and it seems as if that's going to be something really nice to roll into the Business, especially since when I look at what the tea line has been doing over the past four quarters, although it's off of a pretty small base, it looks as if it's been down about an average of, oh, just like 15% per quarter. So that will be something nice to just strengthen up that part of the Business.

I just want to make sure, you guys were not interested in acquiring [SND] coffee, right, just because they're more of a competitor. You're doing a lot with your own manufacturing capabilities to become a low-cost producer. Acquiring SND did not even cross your mind; right?

We're not going to have a comment on that, unfortunately.

Okay.

Regarding tea, the one area that may be of note is we had some industrial tea production over that time that was going out. So our core Farmer Brothers tea actually has been growing 2% to 4% a year, and it's an area that we feel very good about.

As that industrial tea product rolled out, that's where you see the declines. I actually think we've done a very nice job on our core tea products. You wouldn't see that in the data, so it's a very fair conclusion.

Our core Farmer Brothers tea is not meeting all of our expectations, and they're pretty high, but it has turned around. And the work that our marketing department has done to reinvigorate that business is beginning to show up in the market.

The quality of the product that we have currently is very -- it's a very good product. China Mist really introduced the super premium category of teas. They've been around for 34 years, have very high consumer brand awareness.

And we believe it's a very good match, allows us to get into more of the super premium end of teas, similar to what CBI allowed Farmer Brothers to get into the premium end of the coffee segment when that acquisition occurred. So we're very excited, both with the way they built the business, and the distributor network that's in place and what it could mean to us in the future.

Okay. Couldn't squeeze out an answer about SND, so let me ask you a different question then. Back in 2014, you did a $2 million deal. Today you did a $10 million deal.

What would really be the maximum threshold for the size of a deal that you'd probably look to roll into your current operations? Are we talking $50 million, $60 million, $70 million? Or is it just what type of leverage can you get from the business that you'd even consider something substantially a lot bigger.

Well, we have a very rigorous process that we look at for any inorganic growth or M&A activities, and we'll work with our Board in deciding which ones we think will deliver the greatest shareholder value over the time frame. But we have no stated objectives or any stated specific targets on what we're trying to deliver. Just to communicate, we do have an active program in place that we continue to look.

Okay. And my last question for you is, after the acquisition today, for a premium brand in the tea category, up here in northwest -- in the northeast, I'm sorry -- cold brew has become pretty hot. I know you have an iced coffee business. I don't know if you have a cold brew coffee business. I know when it gets into cold brew, then you need bottling capabilities. I'm not sure necessarily that might be something that you guys would want to venture into, but I just wanted to hear your thoughts maybe about it as we see this becoming a category with some really incredible growth.

Sure. First, I think that when you look at coffee, you see these micro categories, if you will, or niches, but often they become large businesses. Iced coffee might be considered that; cold brew's a different version of it.

We're working to become much more aggressive to be at the forefront of these moves. We have work that's going on both with existing customers who make it themselves and some work that we will have to help customers get into that business. We'll share more on that now, but I think you'll see us broadly be more innovative in some of these high-growth, premium areas than we have been in the past.

Well, let me ask you this, only because I know it could be expensive, and you might actually have one. Would you look to add a bottling line to Northlake?

I'm going to have to pull the -- I'm not going to comment on that.

Okay.

We always assess it, and there's a lot of ways to get in some of these business. Sometimes you can start a little smaller before you put the CapEx in. There's different models.

This category is fragmenting and growing in a very broad way. I don't think I can share any more on how we may choose to enter it more aggressively and what the capital might be behind it.

Okay.

Just as a general industry standpoint, there's a lot of bottling capacity that's out there.

Okay, interesting. That's it for me. Thank you, guys.

Thank you. We have a follow-up question -- (multiple speakers).

We have time for one more question.

Our last question comes from the line of Adam France of 1492 Capital. Your questions, please.

Thanks for squeezing me in again, guys. Mike, any issues in terms of green coffee supply out there? How do the harvests look, any comments you can make there?

Sure, at this point, and you know this industry can change dramatically, but we feel very comfortable that we've got access to the green coffee that we need, and work very closely, particularly with our larger customers to ensure we do. You could read a lot about the size of the crop and all of that, and I'm probably not expert enough to comment. But I'm very confident that we've got access to the green coffee we need and the quality of the green coffee that we need for all of our customer needs.

Very good. Thank you, guys.

Thank you. Well, thank you very much. We really appreciate your interest in Farmer Brothers and your comments and your time, and we look forward to talking with you very shortly. Thank you.

Ladies and gentlemen, thank you for your participation on today's conference. This does conclude the program and you may all disconnect. Everybody, have a wonderful day.