Farmer Bros. Co. has entered into an agreement to acquire substantially all the assets of Boyd Coffee Company with a combination of cash and stock.
Boyd’s is a privately-held company in business for over 100 years with a national reputation in the coffee industry. Boyd’s business model is expected to be complementary to Farmer Brothers across customer channels, product portfolios and distribution networks, including a high-touch service model of direct-store-delivery. Boyd’s generated revenue of approximately $95 million and processed and sold about 16 million pounds of green coffee during the previous 12-month period. Boyd’s coffee sales accounted for approximately 65 percent of revenue with the remainder of revenue primarily coming from other beverages and accessories.
Farmer Bros. expects to improve overall operational efficiency by moving the production volume associated with the acquired Boyd’s business into its existing production facilities. The transition and integration of the Boyd’s business is expected to take place over the next 12-18 months.
“We believe the Boyd’s business will be an excellent strategic fit for Farmer Brothers,” said Mike Keown, Chief Executive Officer of Farmer Brothers. “We expect this acquisition will strengthen our position in the marketplace, expand our distribution footprint, and generate significant synergies.”
“We are confident Farmer Brothers is the right company to take the Boyd’s brand to the next level,” said Jeffrey Newman, Chief Executive Officer at Boyd’s. “We look forward to a smooth transition and providing the same high quality customer service that has been a hallmark of the Boyd Coffee Company for over 100 years.”
Randy Clark, Chairman of the Board at Farmer Brothers, noted, “We believe Farmer Brothers is in a strong position to benefit from ongoing coffee industry consolidation by executing accretive acquisitions. Coming off the successful acquisitions of China Mist and West Coast Coffee, the Boyd transaction is another opportunity to advance Farmer Brothers’ long term growth plans.”
Terms of Transaction
The purchase price consists of up to $42 million in cash and 21,000 shares of a new series of preferred stock, subject to adjustments for working capital and certain hold-backs of cash and stock. As of the signing date, the preliminary estimated value of the preferred stock is $16.6 million or $789 per share, leading to an estimated value of the aggregate purchase price of $58.6 million.
Boyd’s generated revenues of approximately $95 million during the period from August 1, 2016 through July 31, 2017. Once fully integrated, Farmer Brothers currently expects the transaction to deliver between $13 to $16 million1 in annual incremental adjusted EBITDA. One-time costs associated with the transaction, including professional fees, integration expenses and employee-related fees are expected to be approximately $9 to $11 million, and capital expenditures are expected to be approximately $8 to $11 million through completion of integration, which is expected to be completed in approximately 12 to 18 months.
The transaction is expected to close in the fourth quarter of calendar 2017 (which is the second quarter of fiscal 2018 for Farmer Brothers), subject to certain closing conditions.