Exhibit 107
Calculation of Filing Fee Table
S-3
(Form Type)
Farmer
Bros. Co.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered & Carry Forward Securities
| Security Type |
Security Class Title |
Fee Calculation Rule or Carry Forward Rule |
Amount Registered |
Proposed Price Per Share |
Maximum Price |
Fee Rate |
Amount of Registration Fee |
Carry Forward Form Type |
Carry Forward Number |
Carry Forward Initial Effective Date |
Filing Fee Carried | |||||||||||||
| Newly Registered Securities | ||||||||||||||||||||||||
|
Fees to Be Paid |
— | — | — | — | — | — | — | — | — | — | — | — | ||||||||||||
|
Fees Previously Paid |
— | — | — | — | — | — | — | — | — | — | — | — | ||||||||||||
| Carry Forward Securities | ||||||||||||||||||||||||
| Carry Forward Securities | Equity | Common Stock (1) | 415(a)(6) | — | — | — | — | — | S-3 | 333-260973 | 12/08/2021 | |||||||||||||
| Carry Forward Securities | Equity | Preferred Stock (1) | 415(a)(6) | — | — | — | — | — | S-3 | 333-260973 | 12/08/2021 | |||||||||||||
| Carry Forward Securities | Other | Depositary Shares (2) | 415(a)(6) | — | — | — | — | — | S-3 | 333-260973 | 12/08/2021 | |||||||||||||
| Carry Forward Securities | Other | Warrants (1) | 415(a)(6) | — | — | — | — | — | S-3 | 333-260973 | 12/08/2021 | |||||||||||||
| Carry Forward Securities | Other | Purchase Contracts (1) | 415(a)(6) | — | — | — | — | — | S-3 | 333-260973 | 12/08/2021 | |||||||||||||
| Carry Forward Securities | Other | Units (1) | 415(a)(6) | — | — | — | — | — | S-3 | 333-260973 | 12/08/2021 | |||||||||||||
| Carry Forward Securities | Unallocated (Universal) Shelf | Unallocated (Universal) Shelf | 415(a)(6) | — | — | $175,000,000 (3) | 0.0000927 | $16,222.50 (3) | S-3 | 333-260973 | 12/08/2021 | $16,222.50 | ||||||||||||
| Total Offering Amounts | (3) | (3) | ||||||||||||||||||||||
| Total Fees Previously Paid | (3) | |||||||||||||||||||||||
| Total Fee Offsets | (3) | |||||||||||||||||||||||
| Net Fee Due | $0 | |||||||||||||||||||||||
| (1) | Also includes such indeterminate principal amount, liquidation amount or number of securities as may be issued upon conversion or exchange of any securities that provide for conversion or exchange into other securities. Separate consideration may or may not be received by the registrant for securities that are issuable upon exercise, conversion or exchange of other securities. The aggregate maximum offering price of all securities offered and sold by the registrant pursuant to this registration statement shall not have a maximum aggregate offering price that exceeds $175,000,000 in U.S. dollars or the equivalent at the time of offering in any other currency. |
| (2) | Each depositary share will be issued under a deposit agreement, will represent an interest in a fractional share or multiple shares of preferred stock and will be evidenced by a depositary receipt. |
| (3) | As discussed below, pursuant to Rule 415(a)(6) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement only includes unsold securities that have been previously registered. Accordingly, there is no registration fee due in connection with this Registration Statement. |
Pursuant to Rule 415(a)(6) under the Securities Act, the securities registered pursuant to this Registration Statement consist of $175,000,000 unsold securities (the “Unsold Securities”) previously registered pursuant to the registrant’s Registration Statement on Form S-3 (Registration No. 333-260973) filed on November 10, 2021, and declared effective December 8, 2021 (the “Prior Registration Statement”). In connection with the filing of the Prior Registration Statement, the registrant paid a filing fee of $16,222.50 associated with the Unsold Securities (based on the filing fee rate in effect at the time of the filing of the Prior Registration Statement), which will continue to be applied to such Unsold Securities. Pursuant to Rule 415(a)(6), the offering of the Unsold Securities registered under the Prior Registration Statement will be deemed terminated as of the date of effectiveness of this Registration Statement.