Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Jun. 30, 2019 | Sep. 03, 2019 | Dec. 31, 2018 | |
Document Documentand Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Jun. 30, 2019 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2019 | ||
Entity Registrant Name | FARMER BROTHERS CO | ||
Entity Central Index Key | 0000034563 | ||
Current Fiscal Year End Date | --06-30 | ||
Entity Filer Category | Accelerated Filer | ||
Entity Shell Company | false | ||
Entity Emerging Growth Company | false | ||
Entity Small Business | false | ||
Entity Common Stock, Shares Outstanding | 17,092,634 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $ 247.4 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2019 | Jun. 30, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 6,983 | $ 2,438 |
Accounts receivable, net of allowance for doubtful accounts of $1,324 and $495, respectively | 55,155 | 58,498 |
Inventories | 87,910 | 104,431 |
Income tax receivable | 1,191 | 305 |
Short-term derivative assets | 1,865 | 0 |
Prepaid expenses | 6,804 | 7,842 |
Total current assets | 159,908 | 173,514 |
Property, plant and equipment, net | 189,458 | 186,589 |
Goodwill | 36,224 | 36,224 |
Intangible assets, net | 28,878 | 31,515 |
Other assets | 9,468 | 8,381 |
Long-term derivative assets | 674 | 0 |
Deferred income taxes | 0 | 39,308 |
Total assets | 424,610 | 475,531 |
Current liabilities: | ||
Accounts payable | 72,771 | 56,603 |
Accrued payroll expenses | 14,518 | 17,918 |
Short-term borrowings under revolving credit facility | 0 | 89,787 |
Short-term obligations under capital leases | 34 | 190 |
Short-term derivative liabilities | 1,474 | 3,300 |
Other current liabilities | 7,309 | 10,659 |
Total current liabilities | 96,106 | 178,457 |
Long-term borrowings under revolving credit facility | 92,000 | 0 |
Accrued pension liabilities | 47,216 | 40,380 |
Accrued postretirement benefits | 23,024 | 20,473 |
Accrued workers’ compensation liabilities | 4,747 | 5,354 |
Other long-term liabilities | 4,023 | 1,812 |
Total liabilities | 267,116 | 246,476 |
Commitments and contingencies | ||
Stockholders’ equity: | ||
Preferred stock, $1.00 par value, 500,000 shares authorized; Series A Convertible Participating Cumulative Perpetual Preferred Stock, 21,000 shares authorized; 14,700 shares issued and outstanding as of June 30, 2019 and 2018, respectively; liquidation preference of $15,624 and $15,089 as of June 30, 2019 and 2018, respectively | 15 | 15 |
Common stock, $1.00 par value, 25,000,000 shares authorized; 17,042,132 and 16,951,659 shares issued and outstanding at June 30, 2019 and 2018, respectively | 17,042 | 16,952 |
Additional paid-in capital | 57,912 | 55,965 |
Retained earnings | 146,177 | 220,307 |
Unearned ESOP shares | 0 | (2,145) |
Accumulated other comprehensive loss | (63,652) | (62,039) |
Total stockholders’ equity | 157,494 | 229,055 |
Total liabilities and stockholders’ equity | $ 424,610 | $ 475,531 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Jun. 30, 2019 | Jun. 30, 2018 |
Allowance for doubtful accounts | $ 1,324,000 | $ 495,000 |
Preferred stock, par value (in US$ per share) | $ 1 | $ 1 |
Preferred stock, shares authorized (in shares) | 500,000 | 500,000 |
Liquidation Preference | $ 15,624 | $ 15,089 |
Common stock, par value (in US$ per share) | $ 1 | $ 1 |
Common stock, shares authorized (in shares) | 25,000,000 | 25,000,000 |
Common stock, shares issued (in shares) | 17,042,132 | 16,951,659 |
Common stock, shares outstanding (in shares) | 17,042,132 | 16,951,659 |
Cumulative Preferred Stock [Member] | ||
Preferred stock, shares authorized (in shares) | 21,000 | 21,000 |
Preferred stock, issued (in shares) | 14,700 | 14,700 |
Preferred Stock, outstanding (in shares) | 14,700 | 14,700 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2017 | |
Income Statement [Abstract] | |||
Net sales | $ 595,942 | $ 606,544 | $ 541,500 |
Cost of goods sold | 416,840 | 399,155 | 354,649 |
Gross profit | 179,102 | 207,389 | 186,851 |
Selling expenses | 139,647 | 153,391 | 133,534 |
General and administrative expenses | 48,959 | 49,429 | 42,945 |
Restructuring and other transition expenses | 4,733 | 662 | 11,016 |
Net gain from sale of Torrance Facility | 0 | 0 | (37,449) |
Net gains from sale of Spice Assets | (593) | (770) | (919) |
Net losses (gains) from sales of other assets | 1,058 | (196) | (1,210) |
Impairment losses on intangible assets | 0 | 3,820 | 0 |
Operating expenses | 193,804 | 206,336 | 147,917 |
(Loss) income from operations | (14,702) | 1,053 | 38,934 |
Other (expense) income: | |||
Dividend income | 0 | 12 | 1,007 |
Interest income | 0 | 2 | 567 |
Interest expense | (12,000) | (9,757) | (8,601) |
Pension settlement charge | (10,948) | 0 | 0 |
Other, net | 4,166 | 7,722 | 5,459 |
Total other (expense) income | (18,782) | (2,021) | (1,568) |
(Loss) income before taxes | (33,484) | (968) | 37,366 |
Income tax expense | 40,111 | 17,312 | 14,815 |
Net (loss) income | (73,595) | (18,280) | 22,551 |
Less: Cumulative preferred dividends, undeclared and unpaid | 535 | 389 | 0 |
Net (loss) income available to common stockholders | $ (74,130) | $ (18,669) | $ 22,551 |
Net income (loss) per common share - basic (in US$ per share) | $ (4.36) | $ (1.11) | $ 1.35 |
Net income (loss) per common share - diluted (in US$ per share) | $ (4.36) | $ (1.11) | $ 1.34 |
Weighted average common shares outstanding - basic (in shares) | 16,996,354 | 16,815,020 | 16,668,745 |
Weighted average common shares outstanding—diluted (in shares) | 16,996,354 | 16,815,020 | 16,785,752 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2017 | |
Statement of Comprehensive Income [Abstract] | |||
Net (loss) income | $ (73,595) | $ (18,280) | $ 22,551 |
Other comprehensive income (loss), net of tax: | |||
Unrealized losses on derivative instruments designated as cash flow hedges, net of tax | (9,198) | (5,922) | (2,900) |
Losses on derivative instruments designated as cash flow hedges reclassified to cost of goods sold, net of tax | 9,196 | 800 | 510 |
Change in the funded status of retiree benefit obligations, net of tax | (9,777) | 4,576 | 7,466 |
Pension settlement charge, net of tax | (8,165) | 0 | 0 |
Total comprehensive (loss) income, net of tax | $ (75,209) | $ (18,826) | $ 27,627 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2017 | |
Cash flows from operating activities: | |||
Net (loss) income | $ (73,595) | $ (18,280) | $ 22,551 |
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | |||
Depreciation and amortization | 31,065 | 30,464 | 22,970 |
Provision for doubtful accounts | 1,363 | 137 | 325 |
Impairment losses on intangible assets | 0 | 3,820 | 0 |
Change in estimated fair value of contingent earnout consideration | 0 | (500) | 0 |
Restructuring and other transition expenses, net of payments | 1,172 | (1,185) | 1,034 |
Interest on sale-leaseback financing obligation | 0 | 0 | 681 |
Deferred income taxes | 41,654 | 17,155 | 14,343 |
Pension settlement cost | 10,948 | 0 | 0 |
Net gain from sale of Torrance Facility | 0 | 0 | (37,449) |
Net gains from sales of Spice Assets and other assets | 466 | (995) | (2,129) |
ESOP and share-based compensation expense | 3,674 | 3,822 | 3,959 |
Net losses on derivative instruments and investments | 9,196 | 1,982 | 2,361 |
Change in operating assets and liabilities: | |||
Accounts receivable | 2,757 | (4,628) | (14) |
Inventories | 16,192 | (15,513) | (8,041) |
Derivative (liabilities) assets, net | (18,901) | (7,782) | 2,264 |
Other assets | 114 | 1,073 | 22,932 |
Accounts payable | 16,546 | 3,864 | 8,885 |
Accrued expenses and other liabilities | (7,201) | (4,579) | (12,560) |
Net cash provided by operating activities | 35,450 | 8,855 | 42,112 |
Cash flows from investing activities: | |||
Acquisitions of businesses, net of cash acquired | 0 | (39,608) | (25,853) |
Purchases of property, plant and equipment | (34,760) | (35,443) | (45,195) |
Purchases of assets for construction of New Facility | 0 | (1,577) | (39,754) |
Proceeds from sales of property, plant and equipment | 2,399 | 1,988 | 4,078 |
(continued on next page) | (32,361) | (74,640) | (106,724) |
Cash flows from financing activities: | |||
Proceeds from revolving credit facility | 50,642 | 85,315 | 77,985 |
Repayments on revolving credit facility | (48,429) | (23,149) | (50,473) |
Proceeds from sale-leaseback financing obligation | 0 | 0 | 42,455 |
Proceeds from New Facility lease financing obligation | 0 | 0 | 16,346 |
Repayments of New Facility lease financing | 0 | 0 | (35,772) |
Payments of capital lease obligations | (215) | (947) | (1,433) |
Payment of financing costs | (1,049) | (579) | 0 |
Proceeds from stock option exercises | 507 | 1,342 | 688 |
Tax withholding payment - net share settlement of equity awards | 0 | 0 | (38) |
Net cash provided by financing activities | 1,456 | 61,982 | 49,758 |
Net (decrease) increase in cash and cash equivalents | 4,545 | (3,803) | (14,854) |
Cash and cash equivalents at beginning of year | 2,438 | 6,241 | 21,095 |
Cash and cash equivalents at end of year | 6,983 | 2,438 | 6,241 |
Supplemental disclosure of cash flow information: | |||
Cash paid for interest | 5,512 | 3,177 | 1,504 |
Cash paid for income taxes | 107 | 144 | 567 |
Supplemental disclosure of non-cash investing and financing activities: | |||
Equipment acquired under capital leases | 0 | 0 | 417 |
Net change in derivative assets and liabilities included in other comprehensive (loss) income, net of tax | (2) | (5,122) | (2,390) |
Non-cash additions to property, plant and equipment | 2,619 | 2,814 | 5,517 |
Non-cash portion of earnout receivable recognized—Spice Assets sale | 0 | 298 | 419 |
Non-cash portion of earnout payable recognized | 0 | 11,756 | 0 |
Non-cash Issuance of 401-K shares of Common Stock | 37 | 0 | 0 |
Option costs paid with exercised shares | 0 | 550 | |
Cumulative preferred dividends, undeclared and unpaid | 534 | 389 | 0 |
West Coast Coffee, Inc. | |||
Supplemental disclosure of non-cash investing and financing activities: | |||
Non-cash portion of earnout payable recognized | 400 | 0 | 600 |
Non-cash receivable from West Coast Coffee—post-closing final working capital adjustment | 0 | 218 | 0 |
Boyd Coffee | |||
Supplemental disclosure of non-cash investing and financing activities: | |||
Non-cash post-closing working capital adjustment—Boyd Coffee acquisition | 2,277 | 1,056 | 0 |
Earnout Payable [Member] | China Mist Brands, Inc | |||
Supplemental disclosure of non-cash investing and financing activities: | |||
Non-cash portion of earnout payable recognized | 0 | 0 | 500 |
Networking Capital Payable [Member] | China Mist Brands, Inc | |||
Supplemental disclosure of non-cash investing and financing activities: | |||
Non-cash portion of earnout payable recognized | $ 0 | $ 0 | $ 553 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Preferred Shares | Retained Earnings | Unearned ESOP Shares | Accumulated Other Comprehensive Income (Loss) |
Beginning Balance (in shares) at Jun. 30, 2016 | 16,781,561 | 0 | |||||
Beginning Balance at Jun. 30, 2016 | $ 197,317 | $ 16,782 | $ 39,096 | $ 0 | $ 214,442 | $ (6,434) | $ (66,569) |
Net (loss) income | 22,551 | 22,551 | |||||
Unrealized losses on cash flow hedges, net of reclassifications to earnings | (2,390) | (2,390) | |||||
Change in the funded status of retiree benefit obligations, net of tax | 7,466 | 7,466 | |||||
ESOP compensation expense, including reclassifications | 2,487 | 342 | 2,145 | ||||
Share-based compensation (in shares) | (889) | ||||||
Share based compensation | 1,472 | $ (1) | 1,473 | ||||
Stock option exercises (in shares) | 82,803 | ||||||
Stock option exercises | $ 687 | $ 83 | 604 | ||||
Shares withheld to cover taxes (in shares) | (17,473) | ||||||
Shares withheld to cover taxes | $ (38) | $ (18) | (20) | ||||
Ending Balance (in shares) at Jun. 30, 2017 | 16,846,002 | 0 | |||||
Ending Balance at Jun. 30, 2017 | 229,552 | $ 16,846 | 41,495 | $ 0 | 236,993 | (4,289) | (61,493) |
Net (loss) income | (18,280) | (18,280) | |||||
Unrealized losses on cash flow hedges, net of reclassifications to earnings | (4,913) | (4,913) | |||||
Change in the funded status of retiree benefit obligations, net of tax | 4,576 | 4,576 | |||||
ESOP compensation expense, including reclassifications | 2,294 | 150 | 2,144 | ||||
Share-based compensation (in shares) | 9,155 | ||||||
Share based compensation | 1,527 | $ 9 | 1,518 | ||||
Stock option exercises (in shares) | 96,502 | ||||||
Stock option exercises | 1,342 | $ 97 | 1,245 | ||||
Consideration for Boyd Coffee acquisition (shares) | 14,700 | ||||||
Consideration for Boyd Coffee acquisition | 11,572 | 11,557 | $ 15 | ||||
Cumulative preferred dividends, undeclared and unpaid | (389) | (389) | |||||
Ending Balance (in shares) at Jun. 30, 2018 | 16,951,659 | 14,700 | |||||
Ending Balance at Jun. 30, 2018 | 229,055 | $ 16,952 | 55,965 | $ 15 | 220,307 | (2,145) | (62,039) |
Net (loss) income | (73,595) | ||||||
Unrealized losses on cash flow hedges, net of reclassifications to earnings | (1) | (1) | |||||
Pension settlement charge, net of tax | 8,165 | ||||||
Change in the funded status of retiree benefit obligations, net of tax | (9,777) | (9,777) | |||||
ESOP compensation expense, including reclassifications (in shares) | 37,571 | ||||||
ESOP compensation expense, including reclassifications | 2,546 | $ 37 | 364 | 2,145 | |||
Share-based compensation (in shares) | 18,298 | ||||||
Share based compensation | 1,129 | $ 18 | 1,111 | ||||
Stock option exercises (in shares) | 34,604 | ||||||
Stock option exercises | 507 | $ 35 | 472 | ||||
Cumulative preferred dividends, undeclared and unpaid | (535) | (535) | |||||
Ending Balance (in shares) at Jun. 30, 2019 | 17,042,132 | 14,700 | |||||
Ending Balance at Jun. 30, 2019 | $ 157,494 | $ 17,042 | $ 57,912 | $ 15 | $ 146,177 | $ 0 | $ (63,652) |
Introduction and Basis of Prese
Introduction and Basis of Presentation | 12 Months Ended |
Jun. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Introduction and Basis of Presentation | Introduction and Basis of Presentation Description of Business Farmer Bros. Co., a Delaware corporation (including its consolidated subsidiaries unless the context otherwise requires, the “Company,” or “Farmer Bros.”), is a national coffee roaster, wholesaler and distributor of coffee, tea and culinary products. The Company serves a wide variety of customers, from small independent restaurants and foodservice operators to large institutional buyers like restaurant, department and convenience store chains, hotels, casinos, healthcare facilities, and gourmet coffee houses, as well as grocery chains with private brand and consumer-branded coffee and tea products, and foodservice distributors. The Company’s product categories consist of roast and ground coffee, frozen liquid coffee; flavored and unflavored iced and hot teas; culinary products; spices; and other beverages including cappuccino, cocoa, granitas, and concentrated and ready-to-drink cold brew and iced coffee. The Company was founded in 1912 , incorporated in California in 1923, and reincorporated in Delaware in 2004. In fiscal 2017, the Company completed the construction and relocation of its corporate headquarter from Torrance, California to Northlake, Texas ("Northlake facility"), and began roasting coffee in the Northlake facility in the fourth quarter of fiscal 2017. The Company operates in one business segment. The Company operates production facilities in Northlake, Texas; Houston, Texas; Portland, Oregon; and Hillsboro, Oregon. Distribution takes place out of the Northlake facility, the Portland and Hillsboro facilities, as well as separate distribution centers in Northlake, Illinois; Moonachie, New Jersey; and Scottsdale, Arizona. The Company’s products reach its customers primarily in the following ways: through the Company’s nationwide direct-store-delivery or DSD network of 380 delivery routes and 104 branch warehouses as of June 30, 2019 , or direct-shipped via common carriers or third-party distributors. The Company operates a large fleet of trucks and other vehicles to distribute and deliver its products through its DSD network, and relies on third-party logistic (“3PL”) service providers for its long-haul distribution. DSD sales are primarily made “off-truck” by the Company to its customers at their places of business. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements are prepared in accordance with the generally accepted accounting principles in the United States (“GAAP”). Principles of Consolidation The consolidated financial statements include the accounts of the Company and its direct and indirect wholly owned subsidiaries. All inter-company balances and transactions have been eliminated. Use of Estimates The preparation of financial statements in accordance with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and the accompanying notes. The Company reviews its estimates on an ongoing basis using currently available information. Changes in facts and circumstances may result in revised estimates and actual results may differ from those estimates. Cash Equivalents The Company considers all highly liquid investments with original maturity dates of 90 days or less to be cash equivalents. Fair values of cash equivalents approximate cost due to the short period of time to maturity. Allowance for doubtful accounts A portion of our accounts receivable is not expected to be collected due to non-payment, bankruptcies and deductions. Our accounting policy for the allowance for doubtful accounts requires us to reserve an amount based on the evaluation of the aging of accounts receivable, detailed analysis of high-risk customers’ accounts, and the overall market and economic conditions of our customers. This evaluation considers the customer demographic, such as large commercial customers as compared to small businesses or individual customers. We consider our accounts receivable delinquent or past due based on payment terms established with each customer. Accounts receivable are written off when the account are determined to be uncollectible. Investments The Company’s investments, from time to time, consist of money market instruments, marketable debt, equity and hybrid securities. Investments are held for trading purposes and stated at fair value. The cost of investments sold is determined on the specific identification method. Dividend and interest income are accrued as earned. Fair Value Measurements The Company groups its assets and liabilities at fair value in three levels, based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine fair value. These levels are: • Level 1—Valuation is based upon quoted prices for identical instruments traded in active markets. • Level 2—Valuation is based upon inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly (i.e. interest rate and yield curves observable at commonly quoted intervals, default rates, etc.). Observable inputs include quoted prices for similar instruments in active and non-active markets. Level 2 includes those financial instruments that are valued with industry standard valuation models that incorporate inputs that are observable in the marketplace throughout the full term of the instrument, or can otherwise be derived from or supported by observable market data in the marketplace. Level 2 inputs may also include insignificant adjustments to market observable inputs. • Level 3—Valuation is based upon one or more unobservable inputs that are significant in establishing a fair value estimate. These unobservable inputs are used to the extent relevant observable inputs are not available and are developed based on the best information available. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value. Securities with quotes that are based on actual trades or actionable bids and offers with a sufficient level of activity on or near the measurement date are classified as Level 1. Securities that are priced using quotes derived from implied values, indicative bids and offers, or a limited number of actual trades, or the same information for securities that are similar in many respects to those being valued, are classified as Level 2. If market information is not available for securities being valued, or materially-comparable securities, then those securities are classified as Level 3. In considering market information, management evaluates changes in liquidity, willingness of a broker to execute at the quoted price, the depth and consistency of prices from pricing services, and the existence of observable trades in the market. Derivative Instruments The Company executes various derivative instruments to hedge its commodity price and interest rate risks. These derivative instruments consist primarily of forward, option and swap contracts. The Company reports the fair value of derivative instruments on its consolidated balance sheets in “Short-term derivative assets,” “Long-term derivative assets,” “Short-term derivative liabilities,” or “Other long-term liabilities.” The Company determines the current and noncurrent classification based on the timing of expected future cash flows of individual trades and reports these amounts on a gross basis. Additionally, the Company reports, if any, cash held on deposit in margin accounts for coffee-related derivative instruments on a gross basis on its consolidated balance sheet in “Restricted cash.” The accounting for the changes in fair value of the Company's derivative instruments can be summarized as follows: Derivative Treatment Accounting Method Normal purchases and normal sales exception Accrual accounting Designated in a qualifying hedging relationship Hedge accounting All other derivative instruments Mark-to-market accounting The Company enters into green coffee purchase commitments at a fixed price or at a price to be fixed (“PTF”). PTF contracts are purchase commitments whereby the quality, quantity, delivery period, price differential to the coffee “C” market price and other negotiated terms are agreed upon, but the date, and therefore the price at which the base “C” market price will be fixed has not yet been established. The coffee “C” market price is fixed at some point after the purchase contract date and before the futures market closes for the delivery month and may be fixed either at the direction of the Company to the vendor, or by the application of a derivative that was separately purchased as a hedge. For both fixed-price and PTF contracts, the Company expects to take delivery of and to utilize the coffee in a reasonable period of time and in the conduct of normal business. Accordingly, these purchase commitments qualify as normal purchases and are not recorded at fair value on the Company's consolidated balance sheets. The Company follows the guidelines of Accounting Standards Codification (“ASC”) 815, “Derivatives and Hedging” (“ASC 815”), to account for certain coffee-related derivative instruments as accounting hedges, in order to minimize the volatility created in the Company's quarterly results from utilizing these derivative instruments and to improve comparability between reporting periods. For a derivative to qualify for designation in a hedging relationship, it must meet specific criteria and the Company must maintain appropriate documentation. The Company establishes hedging relationships pursuant to its risk management policies. The hedging relationships are evaluated at inception and on an ongoing basis to determine whether the hedging relationship is, and is expected to remain, highly effective in achieving offsetting changes in fair value or cash flows attributable to the underlying risk being hedged. The Company also regularly assesses whether the hedged forecasted transaction is probable of occurring. If a derivative ceases to be or is no longer expected to be highly effective, or if the Company believes the likelihood of occurrence of the hedged forecasted transaction is no longer probable, hedge accounting is discontinued for that derivative, and future changes in the fair value of that derivative are recognized in “Other, net .” For coffee-related derivative instruments designated as cash flow hedges, the change in fair value of the derivative is reported as accumulated other comprehensive income (loss) (“AOCI”) and subsequently reclassified into cost of goods sold in the period or periods when the hedged transaction affects earnings. Gains or losses deferred in AOCI associated with terminated derivative instruments, derivative instruments that cease to be highly effective hedges, derivative instruments for which the forecasted transaction is reasonably possible but no longer probable of occurring, and cash flow hedges that have been otherwise discontinued remain in AOCI until the hedged item affects earnings. If it becomes probable that the forecasted transaction designated as the hedged item in a cash flow hedge will not occur, any gain or loss deferred in AOCI is recognized in “Other, net” at that time. For derivative instruments that are not designated in a hedging relationship, and for which the normal purchases and normal sales exception has not been elected, the changes in fair value are reported in “Other, net.” See Note 8 . For interest rate swap derivative instruments designated as a cash flow hedge, the change in fair value of the derivative is reported as AOCI and subsequently reclassified into interest expense in the period or periods when the hedged transaction affects earnings. Concentration of Credit Risk At June 30, 2019 , the financial instruments which potentially expose the Company to concentration of credit risk consist of cash in financial institutions (in excess of federally insured limits), derivative instruments and trade receivables. The Company does not have any credit-risk related contingent features that would require it to post additional collateral in support of its net derivative liability positions. At June 30, 2019 and 2018 , none of the cash in the Company’s coffee-related derivative margin accounts was restricted. Further changes in commodity prices and the number of coffee-related derivative instruments held, could have a significant impact on cash deposit requirements under certain of the Company's broker and counterparty agreements. Approximately 28% and 20% of the Company’s trade accounts receivable balance was with five customers at June 30, 2019 and 2018 , respectively. The Company estimates its maximum credit risk for accounts receivable at the amount recorded on the balance sheet. The trade accounts receivables are generally short-term and all probable bad debt losses have been appropriately considered in establishing the allowance for doubtful accounts. Inventories Inventories are valued at the lower of cost or net realizable value. Effective June 30, 2018, the Company changed its method of accounting for coffee, tea and culinary products from the last in, first out (“LIFO”) basis to the first in, first out ("FIFO") basis. The impact of this change in accounting principle has been reflected through retrospective application to the financial statements for each period presented. The Company continues to account for coffee brewing equipment parts on a FIFO basis. The Company regularly evaluates these inventories to determine the provision for obsolete and slow-moving inventory. Inventory reserves are based on inventory obsolescence trends, historical experience and application of specific identification. Property, Plant and Equipment Property, plant and equipment is carried at cost, less accumulated depreciation. Depreciation is computed using the straight-line method. The following useful lives are used: Buildings and facilities 10 to 30 years Machinery and equipment 3 to 10 years Equipment under capital leases Shorter of term of lease or estimated useful life Office furniture and equipment 5 to 7 years Capitalized software 3 to 5 years Leasehold improvements are depreciated on a straight-line basis over the lesser of the estimated useful life of the asset or the remaining lease term. When assets are sold or retired, the asset and related accumulated depreciation are removed from the respective account balances and any gain or loss on disposal is included in operations. Maintenance and repairs are charged to expense, and enhancements are capitalized. Coffee Brewing Equipment and Service The Company capitalizes coffee brewing equipment and depreciates it over five years and reports the depreciation expense in cost of goods sold. See Note 11 for details of the depreciation amounts. Other non-depreciation expenses related to coffee brewing equipment provided to customers, such as the cost of servicing that equipment (including service employees’ salaries, cost of transportation and the cost of supplies and parts), are considered directly attributable to the generation of revenues from the customers. These non-depreciation expenses are also included in cost of goods sold, and were $33.9 million , $30.2 million and $26.3 million , for the years ended June 30, 2019 , 2018 and 2017 , respectively. Leases Leases are categorized as either operating or capital leases at inception. Operating lease costs are recognized on a straight-line basis over the term of the lease. An asset and a corresponding liability for the capital lease obligation are established for the cost of a capital lease. Capital lease obligations are amortized over the life of the lease. Income Taxes Deferred income taxes are determined based on the temporary differences between the financial reporting and tax bases of assets and liabilities using enacted tax rates in effect for the year in which differences are expected to reverse. Estimating the Company’s tax liabilities involves judgments related to uncertainties in the application of complex tax regulations. The Company makes certain estimates and judgments to determine tax expense for financial statement purposes as it evaluates the effect of tax credits, tax benefits and deductions, some of which result from differences in the timing of recognition of revenue or expense for tax and financial statement purposes. Changes to these estimates may result in significant changes to the Company’s tax provision in future periods. Each fiscal quarter the Company re-evaluates its tax provision and reconsiders its estimates and assumptions related to specific tax assets and liabilities, making adjustments as circumstances change. Deferred Tax Asset Valuation Allowance The Company evaluates its deferred tax assets quarterly to determine if a valuation allowance is required and considers whether a valuation allowance should be recorded against deferred tax assets based on the likelihood that the benefits of the deferred tax assets will or will not ultimately be realized in future periods. In making this assessment, significant weight is given to evidence that can be objectively verified, such as recent operating results, and less consideration is given to less objective indicators, such as future income projections. After consideration of positive and negative evidence, if the Company determines that it is more likely than not that it will generate future income sufficient to realize its deferred tax assets, the Company will record a reduction in the valuation allowance. Revenue Recognition The Company recognizes revenue in accordance with the way that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. The Company performs the following steps to determine revenue recognition for an arrangement: (1) identify the contract(s) with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue when (or as) the performance obligations are satisfied. Net (Loss) Income Per Common Share Net (loss) income per share (“EPS”) represents net (loss) income available to common stockholders divided by the weighted-average number of common shares outstanding for the period, excluding unallocated shares held by the Company's Employee Stock Ownership Plan (“ESOP”). Dividends on the Company's outstanding Series A Convertible Participating Cumulative Perpetual Preferred Stock, par value $1.00 per share ("Series A Preferred Stock"), that the Company has paid or intends to pay are deducted from net (loss) income in computing net (loss) income available to common stockholders. Under the two-class method, net (loss) income available to nonvested restricted stockholders and holders of Series A Preferred Stock is excluded from net (loss) income available to common stockholders for purposes of calculating basic and diluted EPS. Diluted EPS represents net income available to holders of common stock divided by the weighted-average number of common shares outstanding, inclusive of the dilutive impact of common equivalent shares outstanding during the period. Common equivalent shares include potentially dilutive shares from share-based compensation including stock options, unvested restricted stock, performance-based restricted stock units, and shares of Series A Preferred Stock, as converted, because they are deemed participating securities. In the absence of contrary information, the Company assumes 100% of the target shares are issuable under performance-based restricted stock units. The dilutive effect of Series A Preferred Stock is reflected in diluted EPS by application of the if-converted method. In applying the if-converted method, conversion will not be assumed for purposes of computing diluted EPS if the effect would be anti-dilutive. The Series A Preferred Stock is antidilutive whenever the amount of the dividend declared or accumulated in the current period per common share obtainable upon conversion exceeds basic EPS. Employee Stock Ownership Plan Compensation cost for the ESOP is based on the fair market value of shares released or deemed to be released to employees in the period in which they are committed. As a leveraged ESOP with the Company as lender, a contra equity account is established to offset the Company’s note receivable. The contra account will change as compensation expense is recognized. The cost of shares purchased by the ESOP which have not been committed to be released or allocated to participants are shown as a contra-equity account “Unearned ESOP Shares” and are excluded from EPS calculations. On December 31, 2018, the Company froze the ESOP such that (i) no employees of the Company may commence participation in the ESOP on or after December 31, 2018; (ii) no Company contributions will be made to the ESOP with respect to services performed or compensation received after December 31, 2018; and (iii) the ESOP accounts of all individuals who are actively employed by the Company and participating in the ESOP on December 31, 2018 will be fully vested as of such date. Additionally, the Administrative Committee, with the consent of the Board of Directors, designated certain employees who were terminated in connection with certain reductions-in-force in 2018 to be fully vested in their ESOP accounts as of their severance dates. Effective January 1, 2019, the Company amended and restated its 401(k) Plan to, among other things, provide for annual contribution of shares of the Company’s common stock equal to 4% of each eligible participant’s annual plan compensation. See Note 13 for details. Share-based Compensation The Company measures all share-based compensation cost at the grant date, based on the fair values of the awards that are ultimately expected to vest, and recognizes that cost as an expense on a straight line-basis in its consolidated statements of operations over the requisite service period. Fair value of restricted stock and performance-based restricted stock units is the closing price of the Company's common stock on the date of grant. The Company estimates the fair value of option awards using the Black-Scholes option valuation model, which requires management to make certain assumptions for estimating the fair value of stock options at the date of grant. In addition, the Company estimates the expected impact of forfeited awards and recognizes share-based compensation cost only for those awards ultimately expected to vest. If actual forfeiture rates differ materially from the Company’s estimates, share-based compensation expense could differ significantly from the amounts the Company has recorded in the current period. The Company periodically reviews actual forfeiture experience and will revise its estimates, as necessary. The Company will recognize as compensation cost the cumulative effect of the change in estimated forfeiture rates on current and prior periods in earnings of the period of revision. As a result, if the Company revises its assumptions and estimates, the Company’s share-based compensation expense could change materially in the future. The Company's outstanding share-based awards include performance-based non-qualified stock options ("PNQs") and performance-based restricted stock units ("PBRSUs") that have performance-based vesting conditions in addition to time-based vesting. Awards with performance-based vesting conditions require the achievement of certain financial and other performance criteria as a condition to the vesting. The Company recognizes the estimated fair value of performance-based awards, net of estimated forfeitures, as share-based compensation expense over the service period based upon the Company’s determination of whether it is probable that the performance targets will be achieved. At each reporting period, the Company reassesses the probability of achieving the performance criteria and the performance period required to meet those targets. Determining whether the performance criteria will be achieved involves judgment, and the estimate of share-based compensation expense may be revised periodically based on changes in the probability of achieving the performance criteria. Revisions are reflected in the period in which the estimate is changed. If performance goals are not met, no share-based compensation expense is recognized for the cancelled PNQs or PBRSUs, and, to the extent share-based compensation expense was previously recognized for those cancelled PNQs or PBRSUs, such share-based compensation expense is reversed. If performance goals are exceeded and the payout is more than 100% of the target shares in the case of PBRSUs, additional compensation expense is recorded in the period when that determination is certified by the Compensation Committee of the Board of Directors. Impairment of Goodwill and Indefinite-lived Intangible Assets The Company accounts for its goodwill and indefinite-lived intangible assets in accordance with Accounting Standards Codification ("ASC") 350, “Intangibles-Goodwill and Other” (“ASC 350”). Goodwill and other indefinite-lived intangible assets are not amortized but instead are reviewed for impairment annually, or more frequently if an event occurs or circumstances change which indicate that an asset might be impaired. Pursuant to ASC 350, the Company performs a qualitative assessment of goodwill and indefinite-lived intangible assets on its consolidated balance sheets, to determine if there is a more likely than not indication that its goodwill and indefinite-lived intangible assets are impaired as of January 31. If the indicators of impairment are present, the Company performs a quantitative assessment to determine the impairment of these assets as of the measurement date. Testing for impairment of goodwill is a two-step process. The first step requires the Company to compare the fair value of its reporting units to the carrying value of the reporting units, including goodwill. If the fair value of a reporting unit is less than its carrying value, goodwill of the reporting unit is potentially impaired and the Company then completes step two to measure the impairment loss, if any. The second step requires the calculation of the implied fair value of goodwill, which is the residual fair value remaining after deducting the fair value of all tangible and intangible net assets of the reporting unit from the fair value of the reporting unit. If the implied fair value of goodwill is less than the carrying amount of goodwill, an impairment loss is recognized equal to the difference. Indefinite-lived intangible assets consist of certain acquired trademarks, trade names and a brand name. Indefinite-lived intangible assets are tested for impairment by comparing their fair values to their carrying values. An impairment charge is recorded if the estimated fair value of such assets has decreased below their carrying values. Other Intangible Assets Other intangible assets consist of finite-lived intangible assets including acquired recipes, non-compete agreements, customer relationships, a trade name/brand name and certain trademarks. These assets are amortized over their estimated useful lives and are tested for impairment by grouping them with other assets at the lowest level for which identifiable cash flows are largely independent of the cash flows of other groups of assets and liabilities. The estimated future cash flows are based upon, among other things, assumptions about expected future operating performance, and may differ from actual cash flows. If the sum of the projected undiscounted cash flows (excluding interest) is less than the carrying value of the assets, the assets will be written down to the estimated fair value in the period in which the determination is made. The Company reviews the recoverability of its finite-lived intangible assets whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Shipping and Handling Costs The Company’s shipping and handling costs are included in both cost of goods sold and selling expenses, depending on the nature of such costs. Shipping and handling costs included in cost of goods sold reflect inbound freight of raw materials and finished goods, and product loading and handling costs at the Company’s production facilities to the distribution centers and branches. Shipping and handling costs included in selling expenses consist primarily of those costs associated with moving finished goods to customers. Shipping and handling costs that were recorded as a component of the Company's selling expenses were $11.4 million , $11.9 million and $10.7 million , respectively, in the fiscal years ended June 30, 2019 , 2018 and 2017 . Collective Bargaining Agreements Certain Company employees are subject to collective bargaining agreements which expire on or before June 30, 2022 . At June 30, 2019 approximately 28% of the Company's workforce was covered by such agreements. Self-Insurance The Company uses a combination of insurance and self-insurance mechanisms to provide for the potential liability of certain risks including workers’ compensation, health care benefits, general liability, product liability, property insurance and director and officers’ liability insurance. Liabilities associated with risks retained by the Company are not discounted and are estimated by considering historical claims experience, demographics, exposure and severity factors and other actuarial assumptions. The Company's self-insurance for workers’ compensation liability includes estimated outstanding losses of unpaid claims, and allocated loss adjustment expenses (“ALAE”), case reserves, the development of known claims and incurred but not reported claims. ALAE are the direct expenses for settling specific claims. The amounts reflect per occurrence and annual aggregate limits maintained by the Company. The estimated liability analysis does not include estimating a provision for unallocated loss adjustment expenses. The estimated gross undiscounted workers’ compensation liability relating to such claims was $6.3 million and $7.1 million , as of June 30, 2019 and 2018 , respectively and the estimated recovery from reinsurance was $0.9 million for both periods. The short-term and long-term accrued liabilities for workers’ compensation claims are presented on the Company's consolidated balance sheets in “Other current liabilities” and in “Accrued workers' compensation liabilities,” respectively. The estimated insurance receivable is included in “Other assets” on the Company's consolidated balance sheets. At June 30, 2019 the Company had posted $1.4 million in cash and a $2.3 million letter of credit, and at June 30, 2018 the Company had posted $2.3 million in cash and a $2.0 million letter of credit, as a security deposit for self-insuring workers’ compensation, general liability and auto insurance coverages. The estimated liability related to the Company's self-insured group medical insurance at June 30, 2019 and 2018 was $0.9 million and $1.6 million , respectively, recorded on an incurred but not reported basis, within deductible limits, based on actual claims and the average lag time between the date insurance claims are filed and the date those claims are paid. The Company is self-insured for general liability, product liability and commercial auto liability and accrues the cost of the insurance based on estimates of the aggregate liability claims incurred using certain actuarial assumptions and historical claims experience. The Company's liability reserve for such claims was $1.0 million and $1.7 million at June 30, 2019 and 2018 , respectively. The estimated liability related to the Company's self-insured group medical insurance, general liability, product liability and commercial auto liability is included on the Company's consolidated balance sheets in “Other current liabilities.” Pension Plans The Company’s defined benefit pension plans are not admitting new participants, therefore, changes to pension liabilities are primarily due to market fluctuations of investments for existing participants and changes in interest rates. The Company’s defined benefit pension plans are accounted for using the guidance of ASC 710, “Compensation—General“ and ASC 715, “Compensation-Retirement Benefits“ and are measured as of the end of the fiscal year. The Company recognizes the overfunded or underfunded status of a defined benefit pension as an asset or liability on its consolidated balance sheets. Changes in the funded status are recognized through AOCI, in the year in which the changes occur. See Note 13. Business Combinations The Company accounts for business combinations under the acquisition method of accounting. The purchase price of each business acquired is allocated to the tangible and intangible assets acquired and the liabilities assumed based on information regarding their respective fair values on the date of acquisition. Any excess of the purchase price over the fair value of the separately identifiable assets acquired and the liabilities assumed is allocated to goodwill. Management determines the fair values used in purchase price allocations for intangible assets based on historical data, estimated discounted future cash flows, and expected royalty rates for trademarks and trade names, as well as certain other information. The valuation of assets acquired and liabilities assumed requires a number of judgments and is subject to revision as additional information about the fair value of assets and liabilities becomes available. Additional information, which existed as of the acquisition date but unknown to the Company at that time, may become known during the remainder of the measurement period, a period not to exceed twelve months from the acquisition date. Adjustments in the purchase price allocation may require a recasting of the amounts allocated to goodwill and intangible assets. If such an adjustment is required, the Company will recognize a measurement-period adjustment during the period in which it determines the amount of the adjustment, including the effect on earnings of any amounts it would have recorded in previous periods if the accounting had been completed at the acquisition date. Transaction costs, including legal, accounting and integration expenses, are expensed as incurred and are included in operating expenses in the Company's consolidated statements of operations. Contingent consideration, such as earnout, is deferred as a short-term or long-term liability based on an estimate of the timing of the future payment. These con |
Acquisitions
Acquisitions | 12 Months Ended |
Jun. 30, 2019 | |
Business Combinations [Abstract] | |
Acquisition | Acquisitions West Coast Coffee Company, Inc. On February 7, 2017, the Company acquired substantially all of the assets and certain specified liabilities of West Coast Coffee, a coffee roaster and distributor with a focus on the convenience store, grocery and foodservice channels. As part of the transaction, the Company entered into a three-year lease on West Coast Coffee’s existing 20,400 square foot facility in Hillsboro, Oregon, which expires January 31, 2020, and assumed leases on six branch warehouses consisting of an aggregate of 24,150 square feet in Oregon, California and Nevada, expiring on various dates through November 2020. The Company acquired West Coast Coffee for aggregate purchase consideration of $15.5 million , which included $14.7 million in cash paid at closing including working capital adjustments of $1.2 million , post-closing final working capital adjustments of $0.2 million , and up to $1.0 million in contingent consideration to be paid as earnout if certain sales levels are achieved in the twenty-four months following the closing. This contingent earnout liability was estimated to have a fair value of $1.0 million and was recorded in other current liabilities on the Company’s consolidated balance sheet at June 30, 2019 and June 30, 2018 . Total earnout amount of $1.0 million was paid in July 2019. In fiscal 2017 , the Company incurred $0.3 million in transaction costs related to the West Coast Coffee acquisition, consisting primarily of legal and accounting expenses, which are included in general and administrative expenses in the Company's consolidated statements of operations for the fiscal year ended June 30, 2017. No transaction costs were incurred in fiscal 2019 and 2018 relating to the West Coast Coffee acquisition. The financial effect of this acquisition was not material to the Company’s consolidated financial statements. The Company has not presented pro forma results of operations for the acquisition because it is not significant to the Company's consolidated results of operations. The acquisition was accounted for as a business combination. The Company allocated $7.9 million of consideration transferred to tangible and intangible assets acquired and liabilities assumed based on their estimated fair values on the acquisition date, with the $7.6 million remaining unallocated amount recorded as goodwill. The purchase price allocation is final. Boyd Coffee Company On October 2, 2017 (“Closing Date”), the Company acquired substantially all of the assets and certain specified liabilities of Boyd Coffee, a coffee roaster and distributor with a focus on restaurants, hotels, and convenience stores on the West Coast of the United States. The acquired business of Boyd Coffee (the “Boyd Business”) is expected to add to the Company’s product portfolio, improve the Company's growth potential, deepen the Company’s distribution footprint and increase the Company's capacity utilization at its production facilities. At closing, as consideration for the purchase, the Company paid the Seller $38.9 million in cash from borrowings under its senior secured revolving credit facility, and issued to Boyd Coffee 14,700 shares of the Company’s Series A Preferred Stock Convertible Participating Cumulative Perpetual Preferred Stock, par value $1.00 per share (“Series A Preferred Stock”), with a fair value of $11.8 million as of the Closing Date. Additionally, the Company held back $3.2 million in cash (“Holdback Cash Amount”) and 6,300 shares of Series A Preferred Stock (“Holdback Stock”) with a fair value of $4.8 million as of the Closing Date, for the satisfaction of any post-closing net working capital adjustment and to secure the Seller’s (and the other seller parties’) indemnification obligations under the purchase agreement. In addition to the Holdback Cash, as part of the consideration for the purchase, at closing the Company held back $1.1 million in cash (the “Multiemployer Plan Holdback”) to pay, on behalf of the Seller, any assessment of withdrawal liability made against the Seller following the Closing Date in respect of the Seller’s multiemployer pension plan, which amount was recorded on the Company's consolidated balance sheet in "Other long-term liabilities" at June 30, 2018. On January 8, 2019, the Seller notified the Company of the assessment of $0.5 million in withdrawal liability against the Seller, which the Company timely paid from the Multiemployer Plan Holdback during the twelve months ended June 30, 2019. The Company has applied the remaining amount of the Multiemployer Plan Holdback of $0.5 million towards satisfaction of the Seller's post-closing net working capital deficiency under the Asset Purchase Agreement as of March 31, 2019 as described below. The acquisition was accounted for as a business combination. The fair value of consideration transferred was allocated to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values on the acquisition date, with the remaining unallocated amount recorded as goodwill. The fair value of consideration transferred reflected the Company’s best estimate of the post-closing net working capital adjustment of $8.1 million due to the Company at June 30, 2018 when the purchase price allocation was finalized. On January 23, 2019, PricewaterhouseCoopers LLP (“PwC”), as the “Independent Expert” designated under the Asset Purchase Agreement to resolve working capital disputes, issued its determination letter with respect to adjustments to working capital. The post-closing net working capital adjustment, as determined by the Independent Expert, was $6.3 million due to the Company. During the year ended June 30, 2019 the Company satisfied the $6.3 million amount by applying the remaining amount of the Multiemployer Plan Holdback of $0.5 million , retaining all of the Holdback Cash Amount of $3.2 million and canceling 4,630 shares of Holdback Stock with a fair value of $2.3 million based on the stated value and deemed conversion price under the Asset Purchase Agreement. The Company has retained the remaining 1,670 shares of the Holdback Stock pending satisfaction of certain indemnification claims against the Seller following which the remaining Holdback Stock, if any, will be released to the Seller. The following table summarizes the final allocation of consideration transferred as of the acquisition date: (In thousands) Fair Value Estimated Useful Life (years) Cash paid $ 38,871 Holdback Cash Amount 3,150 Multiemployer Plan Holdback 1,056 Fair value of Series A Preferred Stock (14,700 shares)(1) 11,756 Fair value of Holdback Stock (6,300 shares)(1) 4,825 Estimated post-closing net working capital adjustment (8,059 ) Total consideration $ 51,599 Accounts receivable $ 7,503 Inventory 9,415 Prepaid expense and other assets 1,951 Property, plant and equipment 4,936 Goodwill 25,395 Intangible assets: Customer relationships 16,000 10 Trade name/trademark—indefinite-lived 3,100 Accounts payable (15,080 ) Other liabilities (1,621 ) Total consideration $ 51,599 ______________ (1) Fair value of Series A Preferred Stock and Holdback Stock as of the Closing Date, estimated as the sum of (a) the present value of the dividends payable thereon and (b) the stated value of the Series A Preferred Stock or Holdback Stock, as the case may be, adjusted for both the conversion premium and the discount for lack of marketability arising from conversion restrictions. In connection with this acquisition, the Company recorded goodwill of $25.4 million , which is deductible for tax purposes. The Company also recorded $16.0 million in finite-lived intangible assets that included customer relationships and $3.1 million in indefinite-lived intangible assets that included a trade name/trademark. The amortization period for the finite-lived intangible assets is 10.0 years. The determination of the fair value of intangible assets acquired was primarily based on significant inputs not observable in an active market and thus represent Level 3 fair value measurements as defined under GAAP. The fair value assigned to the customer relationships was determined based on management's estimate of the retention rate utilizing certain benchmarks. Revenue and earnings projections were also significant inputs into estimating the value of customer relationships. The fair value assigned to the trade name/trademark was determined utilizing a multi-period excess earnings approach. Under the multi-period excess earnings approach, the fair value of the intangible asset is estimated to be the present value of future earnings attributable to the asset and this method utilizes revenue and cost projections including an assumed contributory asset charge. The following table presents the net sales and income before taxes from the Boyd Business operations that are included in the Company’s consolidated statements of operations for the fiscal year ended June 30, 2019 and 2018 : (In thousands) For the Year Ended June 30, 2018 Net sales $ 67,385 Income before taxes $ 1,572 The Company considers the acquisition to be material to the Company’s consolidated financial statements and has provided certain pro forma disclosures pursuant to ASC 805, “Business Combinations.” The following table sets forth certain unaudited pro forma financial results for the Company for the fiscal years ended June 30, 2019 , 2018 and 2017 , as if the acquisition of the Boyd Business was consummated on the same terms as of the first day of the applicable fiscal year. For the Year Ended June 30, (In thousands) 2018 2017 Net sales $ 628,526 $ 636,969 (Loss) income before taxes $ (642 ) $ 36,969 The unaudited pro forma financial results for the Company are based on estimates and assumptions, which the Company believes are reasonable. These results are not necessarily indicative of the Company’s consolidated statements of operations in future periods or the results that actually would have been realized had the Company acquired the Boyd Business during the periods presented. At closing, the parties entered into a transition services agreement where the Seller agreed to provide certain accounting, marketing, human resources, information technology, sales and distribution and other administrative support during a transition period of up to 12 months. The Company also entered into a co-manufacturing agreement with the Seller for a transition period of up to 12 months as the Company transitions manufacturing into its production facilities. Amounts paid by the Company to the Seller for these services totaled $3.7 million and $25.4 million in the fiscal year ended June 30, 2019 and 2018 , respectively. The Company has incurred acquisition and integration costs related to the Boyd Business acquisition, consisting primarily of inventory mark downs, legal expenses, Boyd Coffee plant decommissioning and equipment relocation costs, and one-time payroll and benefit expenses, of $6.1 million and $7.6 million during the fiscal years ended June 30, 2019 and 2018 , respectively, which are included in operating expenses in the Company's consolidated statements of operations. |
Restructuring Plans
Restructuring Plans | 12 Months Ended |
Jun. 30, 2019 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Plans | Restructuring Plans Corporate Relocation Plan On February 5, 2015, the Company announced the Corporate Relocation Plan to close its Torrance, California facility and relocate its corporate headquarters, product development lab, and manufacturing and distribution operations from Torrance, California to the Northlake facility. Approximately 350 positions were impacted as a result of the Torrance Facility closure. The Company’s decision resulted from a comprehensive review of alternatives designed to make the Company more competitive and better positioned to capitalize on growth opportunities. During fiscal year ended June 30, 2019 , the Company incurred $3.4 million in restructuring and other transition expenses associated with the assessment by the Western Conference of Teamsters Pension Trust (the “WCT Pension Trust”) of the Company’s share of the Western Conference of Teamsters Pension Plan (the “WCTPP”) unfunded benefits due to the Company’s partial withdrawal from the WCTPP as a result of employment actions taken by the Company in 2016 in connection with the Corporate Relocation Plan, of which the Company has paid $1.9 million and has outstanding contractual obligations of $1.5 million as of June 30, 2019 . Since the adoption of the Corporate Relocation Plan through June 30, 2019 , the Company has recognized a total of $35.2 million in aggregate costs including $17.4 million in employee retention and separation benefits, $3.4 million in pension withdrawal liability, $7.0 million in facility-related costs related to the temporary office space, costs associated with the move of the Company’s headquarters, relocation of the Company’s Torrance operations and certain distribution operations and $7.4 million in other related costs. The Company also recognized from inception through June 30, 2019 non-cash depreciation expense of $2.3 million associated with the Torrance production facility resulting from the consolidation of coffee production operations with the Houston and Portland production facilities and $1.4 million in non-cash rent expense recognized in the sale-leaseback of the Torrance Facility. DSD Restructuring Plan On February 21, 2017, the Company announced the DSD Restructuring Plan to reorganize its DSD operations in an effort to realign functions into a channel-based selling organization, streamline operations, acquire certain channel specific expertise, and improve selling effectiveness and financial results. The strategic decision to undertake the DSD Restructuring Plan resulted from an ongoing operational review of various initiatives within the DSD selling organization. The Company had revised its estimated time of completion of the DSD Restructuring Plan from the end of calendar 2018 to the end of fiscal 2019. The Company recognized approximately $4.5 million of pre-tax restructuring charges by the end of fiscal 2019 consisting of approximately $2.3 million in employee-related costs and contractual termination payments, including severance, prorated bonuses for bonus eligible employees and outplacement services, and $2.2 million in other related costs, including legal, recruiting, consulting, other professional services, and travel. The following table sets forth the activity in liabilities associated with the DSD Restructuring Plan from the time of adoption through the fiscal year ended June 30, 2019 : (In thousands) Balances as of June 30, 2017 Additions Payments Non-Cash Settled Adjustments Balances as of Employee-related costs $ — $ 2,634 $ 2,605 $ — $ — $ 29 Other — 1,949 1,918 — (31 ) — Total $ — $ 4,583 $ 4,523 $ — $ (31 ) $ 29 The following table sets forth the expenses associated with the DSD Restructuring Plan for the fiscal year ended June 30, 2019 , 2018 and 2017 : Year Ended June 30, (In thousands) 2019 2018 2017 Employee-related costs $ 1,487 $ 612 $ 506 Other 284 429 1,205 Total $ 1,771 $ 1,041 $ 1,711 |
Sales of Assets
Sales of Assets | 12 Months Ended |
Jun. 30, 2019 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Sales of Assets | Sales of Assets Sale of Spice Assets In order to focus on its core products, on December 8, 2015, the Company completed the sale of the Spice Assets to Harris. The sale included substantially all of the Company’s personal property used exclusively in connection with the manufacture, processing and distribution of raw, processed and blended spices and certain other culinary products (collectively, the “Spice Assets”), including certain equipment; trademarks, trade names and other intellectual property assets; contract rights under sales and purchase orders and certain other agreements; and a list of certain customers, other than the Company’s DSD customers, and assumed certain liabilities relating to the Spice Assets. The Company received $6.0 million in cash at closing, and was eligible to receive an earnout amount of up to $5.0 million over a three year period based upon a percentage of certain institutional spice sales by Harris following the closing. Gain from the earnout on the sale was recognized when earned and when realization was assured beyond a reasonable doubt. The Company recognized $0.6 million , $0.8 million and $1.0 million in earnout during the fiscal years ended June 30, 2019 , 2018 and 2017 , respectively, which is included in “Net gains from sale of Spice Assets” in the Company's consolidated statements of operations. The sale of the Spice Assets did not represent a strategic shift for the Company and did not have a material impact on the Company's results of operations because the Company continues to sell a complete portfolio of spice and other culinary products purchased from Harris under a supply agreement to its DSD customers. Sale of Torrance Facility On July 15, 2016, the Company completed the sale of the Torrance Facility, consisting of approximately 665,000 square feet of buildings located on approximately 20.3 acres of land, for an aggregate cash sale price of $43.0 million , which sale price was subject to customary adjustments for closing costs and documentary transfer taxes. Cash proceeds from the sale of the Torrance Facility were $42.5 million . Following the closing of the sale, the Company leased back the Torrance Facility on a triple net basis through October 31, 2016 at zero base rent, and exercised two one-month extensions at a base rent of $100,000 per month. In accordance with ASC 840, “Leases,” due to the Company’s continuing involvement with the property, the Company accounted for the transaction as a financing transaction, deferred the gain on sale of the Torrance Facility and recorded the net sale proceeds of $42.5 million and accrued non-cash interest expense on the financing transaction in “Sale-leaseback financing obligation” on the Company's consolidated balance sheet at September 30, 2016. The Company vacated the Torrance Facility in December 2016 and concluded the leaseback transaction. As a result, at December 31, 2016, the financing transaction qualified for sales recognition under ASC 840. Accordingly, in the fiscal year ended June 30, 2017, the Company recognized the net gain from sale of the Torrance Facility in the amount of $37.4 million , including non-cash interest expense of $0.7 million and non-cash rent expense of $1.4 million , representing the rent for the zero base rent period previously recorded in “Other current liabilities” and removed the amounts recorded in “Assets held for sale” and the “Sale-leaseback financing obligation” on its consolidated balance sheet. |
Derivative Instruments
Derivative Instruments | 12 Months Ended |
Jun. 30, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments | Derivative Instruments Derivative Instruments Held Coffee-Related Derivative Instruments The Company is exposed to commodity price risk associated with its PTF green coffee purchase contracts, which are described further in Note 2 . The Company utilizes forward and option contracts to manage exposure to the variability in expected future cash flows from forecasted purchases of green coffee attributable to commodity price risk. Certain of these coffee-related derivative instruments utilized for risk management purposes have been designated as cash flow hedges, while other coffee-related derivative instruments have not been designated as cash flow hedges or do not qualify for hedge accounting despite hedging the Company's future cash flows on an economic basis. The following table summarizes the notional volumes for the coffee-related derivative instruments held by the Company at June 30, 2019 and 2018 : As of June 30, (In thousands) 2019 2018 Derivative instruments designated as cash flow hedges: Long coffee pounds 42,113 40,913 Derivative instruments not designated as cash flow hedges: Long coffee pounds 6,070 2,546 Total 48,183 43,459 Coffee-related derivative instruments designated as cash flow hedges outstanding as of June 30, 2019 will expire within 18 months. At June 30, 2019 and 2018 approximately 87% and 94% , respectively, of the Company's outstanding coffee-related derivative instruments were designated as cash flow hedges. Interest Rate Swap Derivative Instruments Pursuant to an International Swap Dealers Association, Inc. Master Agreement (“ISDA”) effective March 20, 2019, the Company on March 27, 2019, entered into a swap transaction utilizing a notional amount of $80.0 million , with an effective date of April 11, 2019 and a maturity date of October 11, 2023 (the “Rate Swap”). The Rate Swap is intended to manage the Company’s interest rate risk on its floating-rate indebtedness under the Company’s revolving credit facility. Under the terms of the Rate Swap, the Company receives 1-month LIBOR, subject to a 0% floor, and makes payments based on a fixed rate of 2.1975% . The Company’s obligations under the ISDA are secured by the collateral which secures the loans under the revolving credit facility on a pari passu and pro rata basis with the principal of such loans. The Company has designated the Rate Swap derivative instruments as a cash flow hedge. Effect of Derivative Instruments on the Financial Statements Balance Sheets Fair values of derivative instruments on the Company's consolidated balance sheets: Derivative Instruments Designated as Cash Flow Hedges Derivative Instruments Not Designated as Accounting Hedges As of June 30, As of June 30, (In thousands) 2019 2018 2019 2018 Financial Statement Location: Short-term derivative assets: Coffee-related derivative instruments(1) $ 1,254 $ — $ 611 $ — Long-term derivative assets: Coffee-related derivative instruments(2) $ 671 $ — $ 3 $ — Short-term derivative liabilities: Coffee-related derivative instruments(3) $ 1,114 $ 3,081 $ 114 $ 219 Interest rate swap derivative instruments(3) $ 246 $ — $ — $ — Long-term derivative liabilities: Coffee-related derivative instruments(4) $ 13 $ 386 $ — $ — Interest rate swap derivative instruments(4) $ 1,599 $ — $ — $ — ________________ (1) Included in “Short-term derivative assets” on the Company's consolidated balance sheets. (2) Included in “Long-term derivative assets” on the Company's consolidated balance sheets. (3) Included in “Short-term liabilities” on the Company's consolidated balance sheets. (4) Included in “Other long-term liabilities” on the Company's consolidated balance sheets. Statements of Operations The following table presents pretax net gains and losses for the Company's derivative instruments designated as cash flow hedges, as recognized in “AOCI,” “Cost of goods sold” and “Other, net”. Year Ended June 30, Financial Statement Classification (In thousands) 2019 2018 2017 Net losses recognized in AOCI - Interest rate swap $ (1,791 ) $ — $ — AOCI Net gains recognized from AOCI to earnings - Interest rate swap $ 46 $ — $ — Interest Expense Net losses recognized in AOCI - Coffee-related $ (7,407 ) $ (8,420 ) $ (4,746 ) AOCI Net losses recognized in earnings - Coffee-related $ (9,242 ) $ (1,179 ) $ (835 ) Costs of goods sold Net gains (losses) recognized in earnings (ineffective portion) $ — $ 48 $ (456 ) Other, net For the fiscal years ended June 30, 2019 , 2018 and 2017 , there were no gains or losses recognized in earnings as a result of excluding amounts from the assessment of hedge effectiveness or as a result of reclassifications to earnings following the discontinuance of any cash flow hedges. Net losses (gains) on derivative instruments in the Company's consolidated statements of cash flows also includes net losses (gains) on coffee-related derivative instruments designated as cash flow hedges reclassified to cost of goods sold from AOCI in the fiscal years ended June 30, 2019 , 2018 and 2017 . Gains and losses on derivative instruments not designated as accounting hedges are included in “Other, net” in the Company's consolidated statements of operations and in “Net losses (gains) on derivative instruments and investments” in the Company's consolidated statements of cash flows. Net gains and losses recorded in “Other, net” are as follows: Year Ended June 30, (In thousands) 2019 2018 2017 Net losses on coffee-related derivative instruments $ (2,252 ) $ (469 ) $ (1,812 ) Net gains on investments — 7 286 Net losses on derivative instruments and investments(1) (2,252 ) (462 ) (1,526 ) Non-operating pension and other postretirement benefit plans cost(2) 6,315 6,651 6,660 Other gains, net 103 1,533 325 Other, net $ 4,166 $ 7,722 $ 5,459 ___________ (1) Excludes net losses and net gains on coffee-related derivative instruments designated as cash flow hedges recorded in cost of goods sold in the fiscal years ended June 30, 2019 , 2018 and 2017 . (2) Presented in accordance with implementation of ASU 2017-07. Offsetting of Derivative Assets and Liabilities The Company has agreements in place that allow for the financial right of offset for derivative assets and liabilities at settlement or in the event of default under the agreements. Additionally, under certain coffee derivative agreements, the Company maintains accounts with its counterparties to facilitate financial derivative transactions in support of its risk management activities. The following table presents the Company’s net exposure from its offsetting derivative asset and liability positions, as well as cash collateral on deposit with its counterparty as of the reporting dates indicated: (In thousands) Gross Amount Reported on Balance Sheet Netting Adjustments Cash Collateral Posted Net Exposure June 30, 2019 Derivative Assets $ 2,539 $ (698 ) $ — $ 1,841 Derivative Liabilities $ 3,086 $ (698 ) $ — $ 2,388 June 30, 2018 Derivative Assets $ — $ — $ — $ — Derivative Liabilities $ 3,686 $ — $ — $ 3,686 Cash Flow Hedges Changes in the fair value of the Company’s coffee-related derivative instruments designated as cash flow hedges are deferred in AOCI and subsequently reclassified into cost of goods sold in the same period or periods in which the hedged forecasted purchases affect earnings, or when it is probable that the hedged forecasted transaction will not occur by the end of the originally specified time period. Based on recorded values at June 30, 2019 , $7.4 million of net losses on coffee-related derivative instruments designated as cash flow hedge are expected to be reclassified into cost of goods sold within the next twelve months. These recorded values are based on market prices of the commodities as of June 30, 2019 . Changes in the fair value of the Company's interest rate swap derivative instruments designated as a cash flow hedge are deferred in AOCI and subsequently reclassified into interest expense in the period or periods when the hedged transaction affects earnings or when it is probable that the hedged forecasted transaction will not occur by the end of the originally specified time period. As of June 30, 2019 , $0.2 million of net losses on interest rate swap derivative instruments designated as a cash flow hedge are expected to be reclassified into interest expense within the next twelve months assuming no significant changes in the LIBOR rates. Due to LIBOR volatility, actual gains or losses realized within the next twelve months will likely differ from these values. |
Investments
Investments | 12 Months Ended |
Jun. 30, 2019 | |
Investments, Debt and Equity Securities [Abstract] | |
Investments | Investments In fiscal 2017, the Company liquidated substantially all of its trading securities to fund expenditures associated with its New Facility in Northlake, Texas. In fiscal 2018, the Company liquidated the remaining security and closed its preferred stock portfolio. The Company had no short-term investments at June 30, 2019 and 2018 and $0.4 million in short-term investments at June 30, 2017 . The following table shows gains and losses on trading securities: Year Ended June 30, (In thousands) 2018 2017 Total gains recognized from trading securities $ 7 $ 286 Less: Realized gains from sales of trading securities 7 1,909 Unrealized (losses) gains from trading securities $ — $ (1,623 ) |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Jun. 30, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements Assets and liabilities measured and recorded at fair value on a recurring basis were as follows: (In thousands) Total Level 1 Level 2 Level 3 As of June 30, 2019 Derivative instruments designated as cash flow hedges: Coffee-related derivative assets(1) $ 1,925 $ — $ 1,925 $ — Coffee-related derivative liabilities(1) $ 1,127 $ — $ 1,127 $ — Interest rate swap derivative liabilities(2) $ 1,845 $ — $ 1,845 $ — Derivative instruments not designated as accounting hedges: Coffee-related derivative assets(1) $ 614 $ — $ 614 $ — Coffee-related derivative liabilities(1) $ 114 $ — $ 114 $ — (In thousands) Total Level 1 Level 2 Level 3 As of June 30, 2018 Derivative instruments designated as cash flow hedges: Coffee-related derivative liabilities(1) $ 3,467 $ — $ 3,467 $ — Derivative instruments not designated as accounting hedges: Coffee-related derivative liabilities(1) $ 219 $ — 219 $ — ____________________ (1) The Company's coffee-related derivative instruments are traded over-the-counter and, therefore, classified as Level 2. (2) The Company's interest rate swap derivative instrument are model-derived valuations with directly or indirectly observable significant inputs such as interest rate and, therefore, classified as Level 2. During the fiscal years ended June 30, 2019 and 2018 , there were no transfers between the levels. |
Accounts Receivable, Net
Accounts Receivable, Net | 12 Months Ended |
Jun. 30, 2019 | |
Receivables [Abstract] | |
Accounts Receivable, Net | Accounts Receivable, Net As of June 30, (In thousands) 2019 2018 Trade receivables $ 53,593 $ 54,547 Other receivables(1) 2,886 4,446 Allowance for doubtful accounts (1,324 ) (495 ) Accounts receivable, net $ 55,155 $ 58,498 __________ (1)Includes vendor rebates and other non-trade receivables. Allowance for doubtful accounts: (In thousands) Balance at June 30, 2016 $ (714 ) Provision (325 ) Write-off 318 Balance at June 30, 2017 $ (721 ) Provision (909 ) Write-off 1,530 Recoveries (395 ) Balance at June 30, 2018 $ (495 ) Provision (1,761 ) Write-off 533 Recoveries 399 Balance at June 30, 2019 $ (1,324 ) |
Inventories
Inventories | 12 Months Ended |
Jun. 30, 2019 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories As of June 30, (In thousands) 2019 2018 Coffee Processed $ 25,769 $ 26,882 Unprocessed 33,259 37,097 Total $ 59,028 $ 63,979 Tea and culinary products Processed $ 21,767 $ 32,406 Unprocessed 74 1,161 Total $ 21,841 $ 33,567 Coffee brewing equipment parts $ 7,041 $ 6,885 Total inventories $ 87,910 $ 104,431 In addition to product cost, inventory costs include expenditures such as direct labor and certain supply, freight, warehousing, overhead variances, PPVs and other expenses incurred in bringing the inventory to its existing condition and location. The “Unprocessed” inventory values as stated in the above table represent the value of raw materials and the “Processed” inventory values represent all other products consisting primarily of finished goods. |
Property, Plant and Equipment
Property, Plant and Equipment | 12 Months Ended |
Jun. 30, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property, Plant and Equipment As of June 30, (In thousands) 2019 2018 Buildings and facilities $ 107,915 $ 108,590 Machinery and equipment 248,539 231,581 Equipment under capital leases 938 1,408 Capitalized software 27,666 24,569 Office furniture and equipment 14,035 13,721 $ 399,093 $ 379,869 Accumulated depreciation (225,826 ) (209,498 ) Land 16,191 16,218 Property, plant and equipment, net $ 189,458 $ 186,589 Capital leases consisted mainly of vehicle leases at June 30, 2019 and 2018 . Depreciation expense, which includes amortization expense recorded for assets under capital leases, was $31.1 million , $30.5 million , and $23.0 million , for the years ended June 30, 2019 , 2018 , and 2017 , respectively. The Company capitalized coffee brewing equipment (included in machinery and equipment) in the amounts of $14.9 million and $12.1 million in fiscal 2019 and 2018 , respectively. Depreciation expense related to the capitalized coffee brewing equipment reported as cost of goods sold was $9.1 million , $8.6 million and $9.1 million in fiscal 2019 , 2018 and 2017 , respectively. Maintenance and repairs to property, plant and equipment charged to expense for the years ended June 30, 2019 , 2018 , and 2017 were $10.3 million , $9.6 million and $8.0 million , respectively. Northlake Facility Costs In fiscal 2017, the Company completed the construction of, and exercised the purchase option to acquire, the Northlake facility. The Company commenced distribution activities at the Northlake facility during the second quarter of fiscal 2017 and initial production activities late in the third quarter of fiscal 2017. The Company began roasting coffee in the Northlake facility in the fourth quarter of fiscal 2017. The Northlake facility received Safe Quality Food (SQF) certification in the third quarter of fiscal 2018. As of completion of the Northlake facility construction, the Company has incurred and paid an aggregate of $60.8 million in construction costs, including $42.5 million to exercise the purchase option under the lease agreement to acquire the land and construction of the Northlake facility. Northlake Facility Expansion In the third quarter of fiscal 2018, the Company commenced a project to expand its production lines (the “Expansion Project”) in the Northlake facility, including expanding capacity to support the transition of acquired business. The Expansion Project includes (i) pre-construction services to define the Company’s criteria for the industrial capacity Expansion Project, (ii) specialized industrial design services for the Expansion Project, (iii) specialty industrial equipment procurement and installation, and (iv) all construction services necessary to complete any modifications to the facility in order to accommodate the production line expansion, and to provide power to that expanded production capability. As of the fiscal year ended June 30, 2019 , the Company has paid a total of $24.9 million associated with the expansion project. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Jun. 30, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets The following is a summary of changes in the carrying value of goodwill (in thousands): Balance at June 30, 2017 $ 10,996 Final Purchase Price Allocation Adjustment (West Coast Coffee) (167 ) Additions (Boyd Coffee) 25,395 Balance at June 30, 2018 $ 36,224 Additions — Balance at June 30, 2019 $ 36,224 There was no impairment of goodwill recorded during the years ended June 30, 2019 , 2018 and 2017 . The following is a summary of the Company’s amortized and unamortized intangible assets other than goodwill: As of June 30, Weighted Average Amortization Period as of June 30, 2019 2019 2018 (In thousands) Gross Carrying Amount Accumulated Amortization Net Gross Carrying Amount Accumulated Amortization Net Amortized intangible assets: Customer relationships 7.7 $ 33,003 $ (15,291 ) $ 17,712 $ 33,003 $ (12,903 ) $ 20,100 Non-compete agreements 2.7 220 (122 ) 98 220 (81 ) 139 Recipes 4.3 930 (354 ) 576 930 (221 ) 709 Trade name/brand name 5.3 510 (346 ) 164 510 (271 ) 239 Total amortized intangible assets $ 34,663 $ (16,113 ) $ 18,550 $ 34,663 $ (13,476 ) $ 21,187 Unamortized intangible assets: Trademarks, trade names and brand name with indefinite lives $ 10,328 $ — $ 10,328 $ 10,328 $ — $ 10,328 Total unamortized intangible assets $ 10,328 $ — $ 10,328 $ 10,328 $ — $ 10,328 Total intangible assets $ 44,991 $ (16,113 ) $ 28,878 $ 44,991 $ (13,476 ) $ 31,515 In fiscal 2018, the Company recorded an impairment charge related to indefinite-lived intangible assets and other intangible assets of $3.5 million and $0.3 million , respectively. There were no indefinite-lived intangible asset and other intangible assets impairment charges recorded in the fiscal years ended June 30, 2019 or 2017 . Amortization expense for the years ended June 30, 2019 , 2018 , and 2017 were $2.6 million , $2.4 million , and $0.7 million , respectively. At June 30, 2019 , future annual amortization of finite-lived intangible assets for the years 2020 through 2024 and thereafter is estimated to be (in thousands): For the fiscal year ending: June 30, 2020 $ 2,390 June 30, 2021 2,390 June 30, 2022 2,376 June 30, 2023 2,356 June 30, 2024 2,268 Thereafter 6,770 Total $ 18,550 |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Jun. 30, 2019 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plans | Employee Benefit Plans The Company provides benefit plans for full-time employees who work 30 hours or more per week, including 401(k), health and other welfare benefit plans and, in certain circumstances, pension benefits. Generally, the plans provide health benefits after 30 days and other retirement benefits based on years of service and/or a combination of years of service and earnings. In addition, the Company contributes to two multiemployer defined benefit pension plans, one multiemployer defined contribution pension plan and nine multiemployer defined contribution plans other than pension plans that provide medical, vision, dental and disability benefits for active, union-represented employees subject to collective bargaining agreements. In addition, the Company sponsors a postretirement defined benefit plan that covers qualified non-union retirees and certain qualified union retirees and provides retiree medical coverage and, depending on the age of the retiree, dental and vision coverage. The Company also provides a postretirement death benefit to certain of its employees and retirees. The Company is required to recognize the funded status of a benefit plan in its consolidated balance sheets. The Company is also required to recognize in other comprehensive income (loss) (“OCI”) certain gains and losses that arise during the period but are deferred under pension accounting rules. Single Employer Pension Plans The Company has a defined benefit pension plan, the Farmer Bros. Co. Pension Plan for Salaried Employees (the “Farmer Bros. Plan”), for Company employees hired prior to January 1, 2010 who are not covered under a collective bargaining agreement. The Company amended the Farmer Bros. Plan, freezing the benefit for all participants effective June 30, 2011. After the plan freeze, participants do not accrue any benefits under the Farmer Bros. Plan, and new hires are not eligible to participate in the Farmer Bros. Plan. As all plan participants became inactive following this pension curtailment, net (gain) loss is now amortized based on the remaining life expectancy of these participants instead of the remaining service period of these participants. As of June 30, 2019 , the Company also has two defined benefit pension plans for certain hourly employees covered under collective bargaining agreements (the “Brewmatic Plan” and the “Hourly Employees' Plan”). Effective October 1, 2016, the Company froze benefit accruals and participation in the Hourly Employees' Plan. After the plan freeze, participants do not accrue any benefits under the plan, and new hires are not eligible to participate in the plan. After the freeze the participants in the plan are eligible to receive the Company's matching contributions to their 401(k). Effective December 1, 2018 the Company amended and terminated the Farmer Bros. Co. Pension Plan for Salaried Employees (the “Farmer Bros. Plan”), a defined benefit pension plan for Company employees hired prior to January 1, 2010 who were not covered under a collective bargaining agreement. The Company previously amended the Farmer Bros. Plan, freezing the benefit for all participants effective June 30, 2011. Immediately prior to the termination of the Farmer Bros. Plan, the Company spun off the benefit liability and obligations, and all allocable assets for all retirement plan benefits of certain active employees with accrued benefits in excess of $25,000 , retirees and beneficiaries currently receiving benefit payments under the Farmer Bros. Plan, and former employees who have deferred vested benefits under the Farmer Bros. Plan, to the Brewmatic Plan. Upon termination of the Farmer Bros. Plan, all remaining plan participants elected to receive a distribution of his/her entire accrued benefit under the Farmer Bros. Plan in a single cash lump sum or an individual insurance company annuity contract, in either case, funded directly by Farmer Bros. Plan assets. Termination of the Farmer Bros. Plan triggered re-measurement and settlement of the Farmer Bros. Plan and re-measurement of the Brewmatic Plan. As a result of the distributions to the remaining plan participants of the Farmer Bros. Plan, the Company recognized a non-cash pension settlement charge of $10.9 million for the year ended June 30, 2019 . Obligations and Funded Status Farmer Bros. Plan As of June 30, Brewmatic Plan As of June 30, Hourly Employees’ Plan As of June 30, Total ($ in thousands) 2019 2018 2019 2018 2019 2018 2019 2018 Change in projected benefit obligation Benefit obligation at the beginning of the year $ 137,175 $ 146,291 $ 3,724 $ 4,079 $ 4,040 $ 4,329 $ 144,939 $ 154,699 Interest cost 2,722 5,417 2,339 149 161 163 5,222 5,729 Actuarial (gain) loss (1,571 ) (5,956 ) 8,482 (227 ) 349 (370 ) 7,260 (6,553 ) Benefits paid (3,574 ) (8,577 ) (3,097 ) (277 ) (75 ) (82 ) (6,746 ) (8,936 ) Pension settlement (3,162 ) — (21,286 ) — — — (24,448 ) — Other - Plan merger $ (131,590 ) — 131,590 — — — — — Projected benefit obligation at the end of the year $ — $ 137,175 $ 121,752 $ 3,724 $ 4,475 $ 4,040 $ 126,227 $ 144,939 Change in plan assets Fair value of plan assets at the beginning of the year $ 97,211 $ 97,304 $ 3,719 $ 3,115 $ 3,629 $ 2,999 $ 104,559 $ 103,418 Actual return on plan assets (6,236 ) 5,874 9,325 201 224 198 3,313 6,273 Employer contributions 1,525 2,610 1,800 680 — 514 3,325 3,804 Benefits paid (3,574 ) (8,577 ) (3,097 ) (277 ) (75 ) (82 ) (6,746 ) (8,936 ) Pension settlement (3,162 ) — (22,100 ) — — — (25,262 ) — Other - Plan merger (85,764 ) — 85,764 — — — — — Fair value of plan assets at the end of the year $ — $ 97,211 $ 75,411 $ 3,719 $ 3,778 $ 3,629 $ 79,189 $ 104,559 Funded status at end of year (underfunded) overfunded $ — $ (39,964 ) $ (46,341 ) $ (5 ) $ (697 ) $ (411 ) $ (47,038 ) $ (40,380 ) Amounts recognized in consolidated balance sheets Non-current liabilities — (39,964 ) (46,341 ) (5 ) (697 ) (411 ) (47,038 ) (40,380 ) Total $ — $ (39,964 ) $ (46,341 ) $ (5 ) $ (697 ) $ (411 ) $ (47,038 ) $ (40,380 ) Amounts recognized in AOCI Net loss — 51,079 50,080 1,788 565 218 50,645 53,085 Total AOCI (not adjusted for applicable tax) $ — $ 51,079 $ 50,080 $ 1,788 $ 565 $ 218 $ 50,645 $ 53,085 Weighted average assumptions used to determine benefit obligations Discount rate 4.10 % 4.05 % 3.45 % 4.05 % 3.45 % 4.05 % 4.05 % 4.05 % Rate of compensation increase N/A N/A N/A N/A N/A N/A N/A N/A Components of Net Periodic Benefit Cost and Other Changes Recognized in Other Comprehensive Income (Loss) (OCI) Farmer Bros. Plan June 30, Brewmatic Plan June 30, Hourly Employees’ Plan June 30, Total ($ in thousands) 2019 2018 2019 2018 2019 2018 2019 2018 Components of net periodic benefit cost Interest cost 2,722 5,417 2,339 149 161 163 5,222 5,729 Expected return on plan assets (2,767 ) (5,490 ) (2,257 ) (161 ) (222 ) (173 ) (5,246 ) (5,824 ) Amortization of net loss 710 1,588 796 80 — 6 1,506 1,674 Pension settlement charge 1,356 — 9,586 — — — 10,942 — Net periodic benefit cost $ 2,021 $ 1,515 $ 10,464 $ 68 $ (61 ) $ (4 ) $ 12,424 $ 1,579 Other changes recognized in OCI Net loss $ 7,433 $ (6,340 ) $ 1,413 $ (267 ) $ 347 $ (394 ) $ 9,193 $ (7,001 ) Prior service cost (credit) — — — — — — — — Amortization of net loss (710 ) (1,588 ) (796 ) (80 ) — (6 ) (1,506 ) (1,674 ) Pension settlement charge (1,356 ) — (9,586 ) — — — (10,942 ) — Allocation of net Loss - Plan merger (56,446 ) — 56,446 — — — — — Net loss due to annuity purchase — — 814 — — — 814 — Total recognized in OCI $ (51,079 ) $ (7,928 ) $ 48,291 $ (347 ) $ 347 $ (400 ) $ (2,441 ) $ (8,675 ) Total recognized in net periodic benefit cost and OCI $ (49,058 ) $ (6,413 ) $ 58,755 $ (279 ) $ 286 $ (404 ) $ 9,983 $ (7,096 ) Weighted-average assumptions used to determine net periodic benefit cost Discount rate 4.05 % 3.80 % 4.10 % 3.80 % 4.05 % 3.80 % 4.05 % 3.80 % Expected long-term return on plan assets — % 6.75 % 6.75 % 6.75 % 6.75 % 6.75 % 6.75 % 6.75 % Rate of compensation increase N/A N/A N/A N/A N/A N/A N/A N/A Basis Used to Determine Expected Long-term Return on Plan Assets The expected long-term return on plan assets assumption was developed as a weighted average rate based on the target asset allocation of the plan and the Long-Term Capital Market Assumptions (CMA) 2018. The capital market assumptions were developed with a primary focus on forward-looking valuation models and market indicators. The key fundamental economic inputs for these models are future inflation, economic growth, and interest rate environment. Due to the long-term nature of the pension obligations, the investment horizon for the CMA 2018 is 20 to 30 years. In addition to forward-looking models, historical analysis of market data and trends was reflected, as well as the outlook of recognized economists, organizations and consensus CMA from other credible studies. Description of Investment Policy The Company’s investment strategy is to build an efficient, well-diversified portfolio based on a long-term, strategic outlook of the investment markets. The investment markets outlook utilizes both the historical-based and forward-looking return forecasts to establish future return expectations for various asset classes. These return expectations are used to develop a core asset allocation based on the specific needs of each plan. The core asset allocation utilizes investment portfolios of various asset classes and multiple investment managers in order to maximize the plan’s return while providing multiple layers of diversification to help minimize risk. Additional Disclosures Farmer Bros. Plan June 30, Brewmatic Plan June 30, Hourly Employees’ Plan June 30, Total ($ in thousands) 2019 2018 2019 2018 2019 2018 2019 2018 Comparison of obligations to plan assets Projected benefit obligation $ — $ 137,175 $ 121,752 $ 3,724 $ 4,475 $ 4,040 $ 126,227 $ 144,939 Accumulated benefit obligation $ — $ 137,175 $ 121,752 $ 3,724 $ 4,475 $ 4,040 $ 126,227 $ 144,939 Fair value of plan assets at measurement date $ — $ 97,211 $ 75,411 $ 3,719 $ 3,778 $ 3,629 $ 79,189 $ 104,559 Plan assets by category Equity securities $ — $ 63,547 $ 48,464 $ 2,431 $ 2,440 $ 2,341 $ 50,904 $ 68,319 Debt securities — 27,608 22,461 1,056 1,100 1,065 23,561 29,729 Real estate — 6,056 4,486 232 238 223 4,724 6,511 Total $ — $ 97,211 $ 75,411 $ 3,719 $ 3,778 $ 3,629 $ 79,189 $ 104,559 Plan assets by category Equity securities — % 66 % 64 % 66 % 65 % 65 % 64 % 65 % Debt securities — % 28 % 30 % 28 % 29 % 29 % 30 % 29 % Real estate — % 6 % 6 % 6 % 6 % 6 % 6 % 6 % Total — % 100 % 100 % 100 % 100 % 100 % 100 % 100 % Fair values of plan assets were as follows: As of June 30, 2019 (In thousands) Total Level 1 Level 2 Level 3 Investments measured at NAV Brewmatic Plan $ 75,411 $ — $ — $ — $ 75,411 Hourly Employees’ Plan $ 3,778 $ — $ — $ — $ 3,778 As of June 30, 2018 (In thousands) Total Level 1 Level 2 Level 3 Investments measured at NAV Farmer Bros. Plan $ 97,211 $ — $ — $ — $ 97,211 Brewmatic Plan $ 3,719 $ — $ — $ — $ 3,719 Hourly Employees’ Plan $ 3,629 $ — $ — $ — $ 3,629 The following is the target asset allocation for the Company's single employer pension plans— Brewmatic Plan and Hourly Employees' Plan—for fiscal 2020 : Fiscal 2020 U.S. large cap equity securities 37.0 % U.S. small cap equity securities 4.6 % International equity securities 22.4 % Debt securities 30.0 % Real estate 6.0 % Total 100.0 % Estimated Amounts in OCI Expected To Be Recognized In fiscal 2020 , the Company expects to recognize net periodic benefit costs of $1.4 million for the Brewmatic Plan and recognize net periodic benefit credit of $75,000 for the Hourly Employees’ Plan. Estimated Future Contributions and Refunds In fiscal 2020 , the Company expects to contribute $4.0 million to the Brewmatic Plan and does not expect to contribute to the Hourly Employees’ Plan. The Company is not aware of any refunds expected from single employer pension plans. Estimated Future Benefit Payments The following benefit payments are expected to be paid over the next 10 fiscal years: (In thousands) Brewmatic Plan Hourly Employees’ Plan Year Ending: June 30, 2020 $ 6,720 $ 130 June 30, 2021 $ 6,550 $ 150 June 30, 2022 $ 6,770 $ 160 June 30, 2023 $ 6,940 $ 180 June 30, 2024 $ 7,060 $ 190 June 30, 2025 to June 30, 2029 $ 35,450 $ 1,100 These amounts are based on current data and assumptions and reflect expected future service, as appropriate. Multiemployer Pension Plans The Company participates in two multiemployer defined benefit pension plans that are union sponsored and collectively bargained for the benefit of certain employees subject to collective bargaining agreements, of which the Western Conference of Teamsters Pension Plan ("WCTPP") is individually significant. The Company makes contributions to these plans generally based on the number of hours worked by the participants in accordance with the provisions of negotiated labor contracts. The risks of participating in multiemployer pension plans are different from single-employer plans in that: (i) assets contributed to a multiemployer plan by one employer may be used to provide benefits to employees of other participating employers; (ii) if a participating employer stops contributing to the plan, the unfunded obligations of the plan may be borne by the remaining participating employers; and (iii) if the Company stops participating in the multiemployer plan, the Company may be required to pay the plan an amount based on the underfunded status of the plan, referred to as a withdrawal liability. The Company received a letter dated July 10, 2018 from the WCT Pension Trust assessing withdrawal liability against the Company for a share of the WCTPP unfunded vested benefits, on the basis claimed by the WCT Pension Trust that employment actions by the Company in 2016 in connection with the Corporate Relocation Plan constituted a partial withdrawal from the WCTPP. The Company agreed with the WCT Pension Trust’s assessment of pension withdrawal liability in the amount of $3.4 million , including interest, which is payable in 17 monthly installments of $190,507 followed by a final monthly installment of $153,822 , commencing September 10, 2018. At June 30, 2019 the Company had $1.5 million on its consolidated balance sheet relating to this obligation in “Accrued payroll expenses.” In fiscal 2012, the Company withdrew from the Local 807 Labor-Management Pension Fund (“Pension Fund”) and recorded a charge of $4.3 million associated with withdrawal from this plan, representing the present value of the estimated withdrawal liability expected to be paid in quarterly installments of $0.1 million over 80 quarters. On November 18, 2014, the Pension Fund sent the Company a notice of assessment of withdrawal liability in the amount of $4.4 million , which the Pension Fund adjusted to $4.9 million on January 5, 2015. In December 2018, the parties agreed to settle the Company’s remaining withdrawal liability to the Local 807 Pension Fund for a lump sum cash settlement payment of $3.0 million plus two remaining installment payments of $91,000 due on or before October 1, 2034 and on or before January 1, 2035. At June 30, 2019 , the Company has paid the Local 807 Pension Fund $3.0 million and has accrued $0.2 million within “Accrued pension liabilities” on the Company’s condensed consolidated balance sheet. Future collective bargaining negotiations may result in the Company withdrawing from the remaining multiemployer pension plans in which it participates and, if successful, the Company may incur a withdrawal liability, the amount of which could be material to the Company's results of operations and cash flows. Contributions made by the Company to the multiemployer pension plans are as follows: (In thousands) WCTPP(1)(2)(3) All Other Plans(4) Year Ended: June 30, 2019 $ 3,634 $ 39 June 30, 2018 $ 1,605 $ 35 June 30, 2017 $ 2,114 $ 39 ____________ (1) Individually significant plan. (2) Less than 5% of total contribution to WCTPP based on WCTPP's FASB Disclosure Statement for the calendar year ended December 31, 2018. (3) The Company guarantees that one hundred seventy-three ( 173 ) hours will be contributed upon for all employees who are compensated for all available straight time hours for each calendar month. An additional 6.5% of the basic contribution must be paid for PEER or the Program for Enhanced Early Retirement. (4) Includes one plan that is not individually significant. Multiemployer Plans Other Than Pension Plans The Company participates in nine multiemployer defined contribution plans other than pension plans that provide medical, vision, dental and disability benefits for active, union-represented employees subject to collective bargaining agreements. The plans are subject to the provisions of the Employee Retirement Income Security Act of 1974, and provide that participating employers make monthly contributions to the plans in an amount as specified in the collective bargaining agreements. Also, the plans provide that participants make self-payments to the plans, the amounts of which are negotiated through the collective bargaining process. The Company's participation in these plans is governed by collective bargaining agreements which expires on or before June 30, 2022. The Company's aggregate contributions to multiemployer plans other than pension plans in the fiscal years ended June 30, 2019 , 2018 and 2017 were $5.2 million , $4.8 million and $5.3 million , respectively. The Company expects to contribute an aggregate of $5.8 million towards multiemployer plans other than pension plans in fiscal 2020 . 401(k) Plan The Company's 401(k) Plan is available to all eligible employees. The Company's 401(k) match portion is available to all eligible employees who have worked more than 1,000 hours during a calendar year and were employed at the end of the calendar year. Participants in the 401(k) Plan may choose to contribute a percentage of their annual pay subject to the maximum contribution allowed by the Internal Revenue Service. The Company's matching contribution is discretionary, based on approval by the Company's Board of Directors. The Company matching contribution for the calendar years 2019 , 2018 and 2017 , was 50% of an employee's annual contribution to the 401(k) Plan, up to 6% of the employee's eligible income. The Company recorded matching contributions of $2.2 million , $2.0 million and $1.6 million in operating expenses for the fiscal years ended June 30, 2019 , 2018 and 2017 , respectively. Effective January 1, 2019, the Company amended and restated the 401(k) Plan to, among other things, provide for: (i) an annual safe harbor non-elective contribution of shares of the Company’s common stock equal to 4% of each eligible participant’s annual plan compensation; (ii) an elective matching contribution for non-collectively bargained employees and certain union-represented employees equal to 100% of the first 3% of such eligible participant’s tax-deferred contributions to the 401(k) Plan; and (iii) profit-sharing contributions at the Company’s discretion. Participants are immediately vested in their contributions, the safe harbor non-elective contributions, the employer’s elective matching contributions, and the employer’s discretionary contributions. For the fiscal year ended June 30, 2019 , the Company contributed a total of 90,105 shares of the Company’s common stock with a value of $1.6 million to eligible participants’ annual plan compensation. In July 2019 , 52,534 shares of the 90,105 shares were issued. Postretirement Benefits The Company sponsors a postretirement defined benefit plan that covers qualified non-union retirees and certain qualified union retirees (“Retiree Medical Plan”). The plan provides medical, dental and vision coverage for retirees under age 65 and medical coverage only for retirees age 65 and above. Under this postretirement plan, the Company’s contributions toward premiums for retiree medical, dental and vision coverage for participants and dependents are scaled based on length of service, with greater Company contributions for retirees with greater length of service, subject to a maximum monthly Company contribution. The Company's retiree medical, dental and vision plan is unfunded, and its liability was calculated using an assumed discount rate of 3.6% at June 30, 2019 . The Company projects an initial medical trend rate of 8.1% in fiscal 2020 , ultimately reducing to 4.5% in 10 years. The Company also provides a postretirement death benefit (“Death Benefit”) to certain of its employees and retirees, subject, in the case of current employees, to continued employment with the Company until retirement and certain other conditions related to the manner of employment termination and manner of death. The Company records the actuarially determined liability for the present value of the postretirement death benefit. The Company has purchased life insurance policies to fund the postretirement death benefit wherein the Company owns the policy but the postretirement death benefit is paid to the employee's or retiree's beneficiary. The Company records an asset for the fair value of the life insurance policies which equates to the cash surrender value of the policies. Retiree Medical Plan and Death Benefit The following table shows the components of net periodic postretirement benefit cost for the Retiree Medical Plan and Death Benefit for the fiscal years ended June 30, 2019 , 2018 and 2017 . Net periodic postretirement benefit cost for fiscal 2019 was based on employee census information as of June 30, 2019 . Year Ended June 30, (In thousands) 2019 2018 2017 Components of Net Periodic Postretirement Benefit Cost (Credit): Service cost $ 530 $ 609 $ 760 Interest cost 887 835 829 Amortization of net gain (834 ) (841 ) (630 ) Amortization of prior service credit (1,757 ) (1,757 ) (1,757 ) Net periodic postretirement benefit (credit) cost $ (1,174 ) $ (1,154 ) $ (798 ) The difference between the assets and the Accumulated Postretirement Benefit Obligation (APBO) at the adoption of ASC 715-60 was established as a transition (asset) obligation and is amortized over the average expected future service for active employees as measured at the date of adoption. Any plan amendments that retroactively increase benefits create prior service cost. The increase in the APBO due to any plan amendment is established as a base and amortized over the average remaining years of service to the full eligibility date of active participants who are not yet fully eligible for benefits at the plan amendment date. Gains and losses due to experience different than that assumed or from changes in actuarial assumptions are not immediately recognized. The tables below show the remaining bases for the transition (asset) obligation, prior service cost (credit), and the calculation of the amortizable gain or loss. Amortization Schedule Transition (Asset) Obligation: The transition (asset) obligations have been fully amortized. Prior service cost (credit)-Medical only ($ in thousands): Date Established Balance at July 1, 2019 Annual Amortization Years Remaining January 1, 2008 $ (41 ) $ 41 0.2 July 1, 2012 (6,895 ) 1,527 4.5 $ (6,936 ) $ 1,568 Retiree Medical Plan Death Benefit Year Ended June 30, Year Ended June 30, ($ in thousands) 2019 2018 2019 2018 Amortization of Net (Gain) Loss: Net (gain) loss as of July 1 $ (7,039 ) $ (9,206 ) $ 1,878 $ 1,201 Net (gain) loss subject to amortization (7,039 ) (9,206 ) 1,878 1,201 Corridor (10% of greater of APBO or assets) 1,490 1,280 919 (848 ) Net (gain) loss in excess of corridor $ (5,549 ) $ (7,926 ) $ 2,797 $ 353 Amortization years 8.6 8.9 6.5 6.4 The following tables provide a reconciliation of the benefit obligation and plan assets: As of June 30, (In thousands) 2019 2018 Change in Benefit Obligation: Projected postretirement benefit obligation at beginning of year $ 21,283 $ 20,680 Service cost 530 609 Interest cost 887 835 Participant contributions 605 699 Actuarial gains (losses) 2,010 (70 ) Benefits paid (1,223 ) (1,470 ) Projected postretirement benefit obligation at end of year $ 24,092 $ 21,283 Year Ended June 30, (In thousands) 2019 2018 Change in Plan Assets: Fair value of plan assets at beginning of year $ — $ — Employer contributions 618 771 Participant contributions 605 699 Benefits paid (1,223 ) (1,470 ) Fair value of plan assets at end of year $ — $ — Projected postretirement benefit obligation at end of year 24,092 21,283 Funded status of plan $ (24,092 ) $ (21,283 ) June 30, (In thousands) 2019 2018 Amounts Recognized in the Consolidated Balance Sheets Consist of: Current liabilities $ (1,068 ) $ (810 ) Non-current liabilities (23,024 ) (20,473 ) Total $ (24,092 ) $ (21,283 ) Year Ended June 30, (In thousands) 2019 2018 Amounts Recognized in AOCI Consist of: Net gain $ (5,160 ) $ (8,005 ) Prior service credit (6,936 ) (8,693 ) Total AOCI $ (12,096 ) $ (16,698 ) Year Ended June 30, (In thousands) 2019 2018 Other Changes in Plan Assets and Benefit Obligations Recognized in OCI: Unrecognized actuarial gains (loss) $ 2,010 $ (70 ) Amortization of net loss 835 840 Amortization of prior service cost 1,757 1,757 Total recognized in OCI 4,602 2,527 Net periodic benefit cost (1,174 ) (1,154 ) Total recognized in net periodic benefit credit and OCI $ 3,428 $ 1,373 The estimated net gain and prior service credit that will be amortized from AOCI into net periodic benefit cost in fiscal 2020 are $0.6 million and $1.6 million , respectively. (In thousands) Estimated Future Benefit Payments: Year Ending: June 30, 2020 $ 1,087 June 30, 2021 $ 1,138 June 30, 2022 $ 1,173 June 30, 2023 $ 1,220 June 30, 2024 $ 1,248 June 30, 2025 to June 30, 2029 $ 7,116 Expected Contributions: June 30, 2020 $ 1,087 Sensitivity in Fiscal 2020 Results Assumed health care cost trend rates have a significant effect on the amounts reported for the health care plan. A one percentage point change in assumed health care cost trend rates would have the following effects in fiscal 2020 : 1-Percentage Point (In thousands) Increase Decrease Effect on total of service and interest cost components $ 67 $ (58 ) Effect on accumulated postretirement benefit obligation $ 814 $ (745 ) |
Revolving Credit Facility
Revolving Credit Facility | 12 Months Ended |
Jun. 30, 2019 | |
Debt Disclosure [Abstract] | |
Revolving Credit Facility | Revolving Credit Facility On November 6, 2018, the Company entered into a new $150.0 million senior secured revolving credit facility (the “New Revolving Facility”) with Bank of America, N.A, Citibank, N.A., JPMorgan Chase Bank, N.A., PNC Bank, National Association, Regions Bank, and SunTrust Bank, with a sublimit on letters of credit and swingline loans of $15.0 million each. The New Revolving Facility includes an accordion feature whereby the Company may increase the revolving commitments or enter into one or more tranches of incremental term loans, up to an additional $75.0 million in aggregate of increased commitments and incremental term loans, subject to certain conditions. The commitment fee is based on a leverage grid and ranges from 0.20% to 0.40% . Borrowings under the New Revolving Facility bear interest based on a leverage grid with a range of PRIME + 0.25% to PRIME + 0.875% or Adjusted LIBO Rate + 1.25% to Adjusted LIBO Rate + 1.875% . Effective March 27, 2019, the Company entered into a Rate Swap utilizing a notional amount of $80.0 million , with an effective date of April 11, 2019 and a maturity date of October 11, 2023. Under the terms of the Rate Swap, the Company receives 1-month LIBOR, subject to a 0% floor, and makes payments based on a fixed rate of 2.1975% . The Company’s obligations under the ISDA are secured by the collateral which secures the loans under the New Revolving Facility on a pari passu and pro rata basis with the principal of such loans. The Company has designated the Rate Swap derivative instruments as a cash flow hedge. Under the New Revolving Facility, the Company is subject to a variety of affirmative and negative covenants of types customary in a senior secured lending facility, including financial covenants relating to leverage and interest expense coverage. The Company is allowed to pay dividends, provided, among other things, a total net leverage ratio is met, and no default exists or has occurred and is continuing as of the date of any such payment and after giving effect thereto. The New Revolving Facility matures on November 6, 2023 , subject to the ability for the Company (subject to certain conditions) to agree with lenders who so consent to extend the maturity date of the commitments of such consenting lenders for a period of one year, such option being exercisable not more than two times during the term of the facility. The New Revolving Facility replaced, by way of amendment and restatement, the Company’s senior secured revolving credit facility (the “Prior Revolving Facility”) with JPMorgan Chase Bank, N.A. and SunTrust Bank, with revolving commitments of $125.0 million as of September 30, 2018 and $135.0 million as of October 18, 2018 (the “Third Amendment Effective Date”), subject to an accordion feature. Under the Prior Revolving Facility, as amended, advances were based on the Company’s eligible accounts receivable, inventory and equipment, the value of certain real property and trademarks, and an amount based on the lesser of $10.0 million (subject to monthly reduction) and the sum of certain eligible accounts receivable and inventory, less required reserves. The commitment fee was a flat fee of 0.25% per annum. Outstanding obligations were collateralized by all of the Company’s assets, excluding, amongst other things, certain real property not included in the borrowing base. Borrowings under the Prior Revolving Facility bore interest based on average historical excess availability levels with a range of PRIME - 0.25% to PRIME + 0.50% or Adjusted LIBO Rate + 1.25% to Adjusted LIBO Rate + 2.00% ; provided, that, after the Third Amendment Effective Date, (i) the applicable rate was PRIME + 0.25% or Adjusted LIBO Rate + 1.75% ; and (ii) loans up to certain formula amounts were subject to an additional margin ranging from 0.375% to 0.50% . The Prior Revolving Facility included a variety of affirmative and negative covenants of types customary in an asset-based lending facility, including a financial covenant relating to the maintenance of a fixed charge coverage ratio, and provided for customary events of default. At June 30, 2019 , the Company was eligible to borrow up to a total of $150.0 million under the New Revolving Facility and had outstanding borrowings of $92.0 million and had utilized $2.3 million of the letters of credit sublimit. At June 30, 2019 and 2018 , the weighted average interest rate on the Company’s outstanding borrowings subject to interest rate variability under the New Revolving Facility was 3.98% and 4.10% , respectively, and the Company was in compliance with all of the covenants under the New Revolving Facility. The Company classifies borrowings contractually due to be settled one year or less as short-term and more than one year as long-term. Outstanding borrowings under the Company’s revolving credit facility were classified on the Company’s consolidated balance sheets as “Long-term borrowings under revolving credit facility” at June 30, 2019 and “Short-Term borrowings under revolving credit facility” at June 30, 2018 . |
Employee Stock Ownership Plan
Employee Stock Ownership Plan | 12 Months Ended |
Jun. 30, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Employee Stock Ownership Plan | Employee Stock Ownership Plan As of December 31, 2018, the Company froze the ESOP such that (i) no employees of the Company may commence participation in the ESOP on or after December 31, 2018; (ii) no Company contributions will be made to the ESOP with respect to services performed or compensation received after December 31, 2018; and (iii) the ESOP accounts of all individuals who are actively employed by the Company and participating in the ESOP on December 31, 2018 will be fully vested as of such date. Additionally, the Administrative Committee, with the consent of the Board of Directors, designated certain employees who were terminated in connection with certain reductions-in-force in 2018 to be fully vested in their ESOP accounts as of their severance dates. The Company’s ESOP was established in 2000 . The plan was a leveraged ESOP in which the Company was the lender. One of the two loans established to fund the ESOP matured in fiscal 2016 and the remaining loan was scheduled to mature in December 2018. The loan was repaid from the Company’s discretionary plan contributions over the original 15 year term with a variable rate of interest. The annual interest rate was 3.71% at December 31, 2018 when the plan was frozen. As of June 30, 2019 2018 2017 Loan amount (in thousands) $— $2,145 $4,289 Shares were held by the plan trustee for allocation among participants as the loan was repaid. The unencumbered shares were allocated to participants using a compensation-based formula. Subject to vesting requirements, allocated shares are owned by participants and shares are held by the plan trustee until the participant retires. Historically, the Company used the dividends, if any, on ESOP shares to pay down the loans, and allocated to the ESOP participant shares equivalent to the fair market value of the dividends they would have received. No dividends were paid in fiscal 2019 , 2018 or 2017 . During the fiscal years ended June 30, 2019 , 2018 and 2017 , the Company charged $0.9 million , $2.3 million and $2.5 million , respectively, to compensation expense related to the ESOP. The difference between cost and fair market value of committed to be released shares was recorded as additional paid-in-capital. As of June 30, 2019 2018 Allocated shares 1,393,530 1,502,323 Committed to be released shares — 73,826 Unallocated shares — 72,114 Total ESOP shares 1,393,530 1,648,263 (In thousands) Fair value of ESOP shares $ 22,812 $ 50,354 |
Share-Based Compensation
Share-Based Compensation | 12 Months Ended |
Jun. 30, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Share-Based Compensation | Share-based Compensation Farmer Bros. Co. 2017 Long-Term Incentive Plan On June 20, 2017 (the “Effective Date“), the Company’s stockholders approved the Farmer Bros. Co. 2017 Long-Term Incentive Plan (the “2017 Plan”). The 2017 Plan succeeded the Company's prior long-term incentive plans, the Farmer Bros. Co. Amended and Restated 2007 Long-Term Incentive Plan (the “Amended Equity Plan“) and the Farmer Bros. Co. 2007 Omnibus Plan (collectively, the “Prior Plans“). On the Effective Date, the Company ceased granting awards under the Prior Plans; however, awards outstanding under the Prior Plans will remain subject to the terms of the applicable Prior Plan. The 2017 Plan provides for the grant of stock options (including incentive stock options and non-qualified stock options), stock appreciation rights, restricted stock, restricted stock units, dividend equivalents, performance shares and other stock- or cash-based awards to eligible participants. Non-employee directors of the Company and employees of the Company or any of its subsidiaries are eligible to receive awards under the 2017 Plan. The 2017 Plan authorizes the issuance of (i) 900,000 shares of common stock plus (ii) the number of shares of common stock subject to awards under the Company’s Prior Plans that are outstanding as of the Effective Date and that expire or are forfeited, cancelled or similarly lapse following the Effective Date. Subject to certain limitations, shares of common stock covered by awards granted under the 2017 Plan that are forfeited, expire or lapse, or are repurchased for or paid in cash, may be used again for new grants under the 2017 Plan. As of June 30, 2019 , there were 1,021,771 maximum shares available under the 2017 Plan including shares that were forfeited under the Prior Plans of which 740,429 shares remain available for future issuance. Shares of common stock granted under the 2017 Plan may be authorized but unissued shares, shares purchased on the open market or treasury shares. In no event will more than 900,000 shares of common stock be issuable pursuant to the exercise of incentive stock options under the 2017 Plan. The 2017 Plan includes annual limits on certain awards that may be granted to any individual participant. The maximum aggregate number of shares of common stock with respect to all stock options and stock appreciation rights that may be granted to any one person during any calendar year is 250,000 shares. The 2017 Plan also includes limits on the maximum aggregate amount that may become payable pursuant to all performance bonus awards that may be granted to any one person during any calendar year and the maximum amount that may become payable pursuant to all cash-based awards granted under the 2017 Plan and the aggregate grant date fair value of all equity-based awards granted under the 2017 Plan to any non-employee director during any calendar year for services as a member of the Board. The 2017 Plan contains a minimum vesting requirement, subject to limited exceptions, that awards made under the 2017 Plan may not vest earlier than the date that is one year following the grant date of the award. The 2017 Plan also contains provisions with respect to payment of exercise or purchase prices, vesting and expiration of awards, adjustments and treatment of awards upon certain corporate transactions, including stock splits, recapitalizations and mergers, transferability of awards and tax withholding requirements. The 2017 Plan may be amended or terminated by the Board at any time, subject to certain limitations requiring stockholder consent or the consent of the applicable participant. In addition, the administrator may not, without the approval of the Company’s stockholders, authorize certain re-pricings of any outstanding stock options or stock appreciation rights granted under the 2017 Plan. The 2017 Plan will expire on June 20, 2027. Non-qualified stock options with time-based vesting (“NQOs”) One-third of the total number of NQO vest ratably on each of the first three anniversaries of the grant date, contingent on continued employment, and subject to accelerated vesting in certain circumstances. Following are the assumptions used in the Black-Scholes valuation model for NQOs granted on the date of the grant during the fiscal years ended June 30, 2019 , 2018 and 2017 : Year Ended June 30, 2019 2018 2017 Weighted average fair value of NQOs $ 7.78 $ 10.41 $ — Risk-free interest rate 3.0 % 2.0 % — % Dividend yield — % — % — % Average expected term 4.6 years 4.6 years 0 Expected stock price volatility 29.6 % 35.4 % — % The Company’s assumption regarding expected stock price volatility is based on the historical volatility of the Company’s stock price. The risk-free interest rate is based on U.S. Treasury zero-coupon issues at the date of grant with a remaining term equal to the expected life of the stock options. The average expected term is based on historical weighted time outstanding and the expected weighted time outstanding calculated by assuming the settlement of outstanding awards at the midpoint between the vesting date and the end of the contractual term of the award. Currently, management estimates an annual forfeiture rate of 13.0% based on actual forfeiture experience. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The following table summarizes NQO activity for the year ended June 30, 2019 : Outstanding NQOs: Number of NQOs Weighted Average Exercise Price ($) Weighted Average Remaining Life (Years) Aggregate Intrinsic Value ($ in thousands) Outstanding at June 30, 2018 161,324 26.82 5.1 741 Granted 154,263 25.04 — — Exercised (28,798 ) 11.32 — 466 Forfeited (87,861 ) 27.53 — — Expired (879 ) 31.70 — — Outstanding at June 30, 2019 198,049 27.35 5.25 40 Exercisable at June 30, 2019 50,229 27.72 2.93 40 The weighted-average grant-date fair value of options granted during the year ended June 30, 2019 was $8.66 . The aggregate intrinsic values outstanding at the end of each fiscal period in the table above represent the total pretax intrinsic value, based on the Company’s closing stock price of $16.37 at June 28, 2019 and $30.55 at June 29, 2018 , representing the last trading day of the respective fiscal years, which would have been received by NQO holders had all award holders exercised their NQOs that were in-the-money as of those dates. The aggregate intrinsic value of NQO exercises in each fiscal period above represents the difference between the exercise price and the value of the Company’s common stock at the time of exercise. NQOs outstanding that are expected to vest are net of estimated forfeitures. The Company received $0.3 million , $1.1 million and $0.5 million in proceeds from exercises of vested NQOs in fiscal 2019 , 2018 and 2017 , respectively. As of June 30, 2019 and 2018 , respectively, there was $1.1 million and $1.0 million of unrecognized compensation cost related to NQOs. The unrecognized compensation cost related to NQOs at June 30, 2019 is expected to be recognized over the weighted average period of 2.03 years . Total compensation expense for NQOs was $0.5 million , $0.3 million and $0.1 million in fiscal 2019 , 2018 and 2017 , respectively. Non-qualified stock options with performance-based and time-based vesting ( “ PNQs”) PNQ shares granted for each fiscal year are subject to forfeiture if a target modified net income goal is not attained. For this purpose, “Modified Net Income” is defined as net income (GAAP) before taxes and excluding any gains or losses from sales of assets, and excluding the effect of restructuring and other transition expenses. These PNQs have an exercise price equal the closing price of the Company’s common stock on the date of grant. One-third of the total number of shares subject to each such stock option vest ratably on each of the first three anniversaries of the grant date, contingent on continued employment, and subject to accelerated vesting in certain circumstances. Following are the assumptions used in the Black-Scholes valuation model for PNQs granted during the fiscal year ended, June 30, 2017 , (PNQ shares were not granted during the fiscal years ended June 30, 2019 and 2018 ): Year Ended June 30, 2017 Weighted average fair value of PNQs $ 11.42 Risk-free interest rate 1.5 % Dividend yield — % Average expected term 4.9 years Expected stock price volatility 37.7 % The following table summarizes PNQ activity for the year ended June 30, 2019 : Outstanding PNQs: Number of PNQs Weighted Average Exercise Price ($) Weighted Average Remaining Life (Years) Aggregate Intrinsic Value ($ in thousands) Outstanding at June 30, 2018 300,708 27.08 4.0 1,207 Granted — — — — Exercised (5,806 ) 22.70 — — Forfeited (50,451 ) 31.45 — — Expired (14,490 ) 27.50 — — Outstanding at June 30, 2019 229,961 26.21 1.23 — Exercisable at June 30, 2019 203,021 25.48 0.86 — The aggregate intrinsic values outstanding at the end of each fiscal period in the table above represent the total pretax intrinsic values, based on the Company’s closing stock price of $16.37 at June 28, 2019 and $30.55 at June 29, 2018 , representing the last trading day of the respective fiscal years, which would have been received by PNQ holders had all award holders exercised their PNQs that were in-the-money as of those dates. The aggregate intrinsic value of PNQ exercises in each fiscal period represents the difference between the exercise price and the value of the Company’s common stock at the time of exercise. PNQs outstanding that are expected to vest are net of estimated forfeitures. The Company received $0.1 million , $0.3 million and $0.2 million in proceeds from exercises of vested PNQs in fiscal 2019 , 2018 and 2017 , respectively. As of June 30, 2019 and 2018 , there was $39.7 thousand and $0.5 million , respectively, of unrecognized compensation cost related to PNQs. The unrecognized compensation cost related to PNQs at June 30, 2019 is expected to be recognized over the weighted average period of 0.36 years . Total compensation expense related to PNQs in fiscal 2019 , 2018 and 2017 was $0.3 million , $0.8 million and $1.1 million , respectively. Restricted Stock Restricted stock awards cliff vest on the earlier of the one year anniversary of the grant date or the date of the first annual meeting of the Company’s stockholders immediately following the grant date, in the case of non-employee directors, and the third anniversary of the grant date, in the case of eligible employees, in each case subject to continued service to the Company through the vesting date and the acceleration provisions of the 2017 Plan and restricted stock agreement. Restricted stock is expected to vest net of estimated forfeitures. The following table summarizes restricted stock activity for the year ended June 30, 2019 : Outstanding and Nonvested Restricted Stock Awards: Shares Awarded Weighted Average Grant Date Fair Value ($) Outstanding at June 30, 2018 14,958 33.48 Granted 30,352 20.8 Exercised/Released (13,254 ) 33.7 Cancelled/Forfeited — — Outstanding and nonvested at June 30, 2019 32,056 21.1 The total grant-date fair value of restricted stock granted during the year ended June 30, 2019 was $0.7 million . As of June 30, 2019 and 2018 , there was 0.4 million and $0.3 million , respectively, of unrecognized compensation cost related to restricted stock. The unrecognized compensation cost related to restricted stock at June 30, 2019 is expected to be recognized over the weighted average period of 0.74 years . Total compensation expense for restricted stock was $23.0 thousand , $0.3 million and $0.2 million , for the fiscal years ended June 30, 2019 , 2018 and 2017 , respectively. Performance-Based Restricted Stock Units (“PBRSUs”) The PBRSU awards cliff vest on the third anniversary of the date of grant based on the Company’s achievement of certain financial performance goals during the performance periods, subject to certain continued employment conditions and subject to acceleration provisions of the 2017 Plan and restricted stock unit agreement. At the end of the three -year performance period, the number of PBRSUs that actually vest will be 0% to 150% of the target amount, depending on the extent to which the Company meets or exceeds the achievement of those financial performance goals measured over the full three-year performance period. PBRSUs are expected to vest net of estimated forfeitures. The following table summarizes PBRSU activity for the year ended June 30, 2019 : Outstanding and Nonvested PBRSUs: PBRSUs Awarded Weighted Average Grant Date Fair Value ($) Outstanding and nonvested at June 30, 2018 35,732 31.70 Granted(1) 47,928 25.04 Vested/Released — — Cancelled/Forfeited (32,423 ) 28.19 Outstanding and nonvested at June 30, 2019 51,237 27.69 Expected to vest at June 30, 2019 — — The total grant-date fair value of PBRSUs granted during the year ended June 30, 2019 was $1.2 million . As of June 30, 2019 and 2018 , there was $0.3 million and $0.9 million , respectively, of unrecognized compensation cost related to PBRSUs. The unrecognized compensation cost related to PBRSUs at June 30, 2019 is expected to be recognized over the weighted average period of 2.04 years . Total compensation expense for PBRSUs was $0.2 million for the year ended June 30, 2018 . There was no compensation expense for PBRSUs for the fiscal years ended June 30, 2019 and 2017 . |
Other Current Liabilities
Other Current Liabilities | 12 Months Ended |
Jun. 30, 2019 | |
Payables and Accruals [Abstract] | |
Other Current Liabilities | Other Current Liabilities Other current liabilities consist of the following: As of June 30, (In thousands) 2019 2018 Accrued postretirement benefits $ 1,068 $ 810 Accrued workers’ compensation liabilities 1,495 1,698 Short-term pension liabilities(1) — 3,761 Earnout payable(2) 1,000 600 Working capital dispute payable(3) 354 — Other(4) 3,392 3,790 Other current liabilities $ 7,309 $ 10,659 ___________ (1) Amount recorded at June 30, 2018 represents the present value of the Company’s estimated withdrawal liability under the Local 807 Pension Fund, which was settled as of December 31, 2018. (2) Represents the estimated fair value of earnout payable in connection with the Company’s acquisition of substantially all of the assets of West Coast Coffee completed on February 7, 2017. (3) Represents accrued expenses related to working capital disputes in connection with the Company's acquisition of Boyd Coffee on October 2, 2017. (4) Includes accrued property taxes, sales and use taxes, insurance liabilities and the current portion of cumulative preferred dividends, undeclared and unpaid. |
Other Long-Term Liabilities Oth
Other Long-Term Liabilities Other Long-Term Liabilities | 12 Months Ended |
Jun. 30, 2019 | |
Other Liabilities Disclosure [Abstract] | |
Other Long-Term Liabilities | Other Long-Term Liabilities Other long-term liabilities include the following: As of June 30, (In thousands) 2019 2018 Long-term obligations under capital leases $ (2 ) $ 58 Derivative liabilities—noncurrent 1,612 386 Multiemployer Plan Holdback—Boyd Coffee (1) — 1,056 Cumulative preferred dividends, undeclared and unpaid—noncurrent 618 312 Deferred income taxes (2) 1,795 — Other long-term liabilities $ 4,023 $ 1,812 ___________ (1) On January 8, 2019, Boyd Coffee notified the Company of the assessment of $0.5 million in withdrawal liability against the Seller, which the Company timely paid from the Multiemployer Plan Holdback during the three months ended March 31, 2019. The Company has applied the remaining amount of the Multiemployer Plan Holdback of $0.5 million towards satisfaction of the Seller’s post-closing net working capital deficiency under the Asset Purchase Agreement as of June 30, 2019. (2) Represents deferred tax liabilities that have an indefinite reversal pattern. |
Income Taxes
Income Taxes | 12 Months Ended |
Jun. 30, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The current and deferred components of the provision for income taxes consist of the following: For the Years Ended June 30, (In thousands) 2019 2018 2017 Current: Federal $ (1,774 ) $ 101 $ 132 State 231 56 340 Total current income tax (benefit) expense (1,543 ) 157 472 Deferred: Federal 30,618 17,090 12,120 State 11,036 65 2,223 Total deferred income tax expense 41,654 17,155 14,343 Income tax expense $ 40,111 $ 17,312 $ 14,815 A reconciliation of income tax expense to the federal statutory tax rate is as follows: For the Years Ended June 30, (In thousands) 2019 2018 2017 Statutory tax rate 21 % 28 % 35 % Income tax (benefit) expense at statutory rate $ (7,032 ) $ (272 ) $ 13,078 State income tax (benefit) expense, net of federal tax benefit (1,295 ) 12 1,707 Dividend income exclusion — — (134 ) Valuation allowance 50,123 283 (14 ) Change in tax rate 124 18,022 (54 ) Retiree life insurance — 19 1 Other (net) (1,809 ) (752 ) 231 Income tax expense $ 40,111 $ 17,312 $ 14,815 On December 22, 2017, the President of the United States signed into law the Tax Act. The SEC subsequently issued SAB 118, which provides guidance on accounting for the tax effects of the Tax Act. Under SAB 118, companies are able to record a reasonable estimate of the impacts of the Tax Act if one is able to be determined and report it as a provisional amount during the measurement period. The measurement period is not to extend beyond one year from the enactment date. Impacts of the Tax Act that a company is not able to make a reasonable estimate for should not be recorded until a reasonable estimate can be made during the measurement period. The incremental net tax impact recorded upon completion of the analysis of the income tax effects of the U.S. tax law changes was not material to our Consolidated Condensed Financial Statements. Pursuant to the Tax Act, the federal corporate tax rate was reduced to 21.0% , effective for the tax years beginning on or after January 1, 2018. Deferred tax amounts are calculated based on the rates at which they are expected to reverse in the future. The provisional amount recorded in fiscal 2018 relating to the re-measurement of the Company’s deferred tax balances as a result of the reduction in the corporate tax rate was $18.0 million . The Company finalized its assessment of the income tax effects of the Tax Act in the second quarter of fiscal years ended June 30, 2019 . The primary components of the temporary differences which give rise to the Company’s net deferred tax assets (liabilities) are as follows: As of June 30, (In thousands) 2019 2018 Deferred tax assets: Postretirement benefits $ 20,775 $ 18,862 Accrued liabilities 5,042 4,754 Net operating loss carryforwards 37,768 32,552 Other 5,950 6,728 Total deferred tax assets 69,535 62,896 Deferred tax liabilities: Fixed assets (15,562 ) (16,156 ) Other (3,749 ) (5,536 ) Total deferred tax liabilities (19,311 ) (21,692 ) Valuation allowance (52,019 ) (1,896 ) Net deferred tax assets (liabilities) $ (1,795 ) $ 39,308 As a result of adopting ASU 2016-09 in fiscal 2018 on a modified retrospective basis, with a cumulative effect adjustment to opening retained earnings, the table of deferred tax assets and liabilities shown above includes deferred tax assets at June 30, 2017 that arose directly from tax deductions related to equity compensation in excess of compensation recognized for financial reporting. At June 30, 2019 , the Company had approximately $146.8 million in federal and $113.4 million in state net operating loss carryforwards that will expire from June 30, 2020 to June 30, 2030. Additionally, at June 30, 2019 , the Company had $0.8 million of federal business tax credits that will expire from June 30, 2025 to June 30, 2038 and approximately $1.7 million of federal alternative minimum tax credits that do not expire, and of which $0.8 million is currently refundable. At June 30, 2019 , the Company had total deferred tax assets of $69.5 million and net deferred tax assets of $50.2 million before valuation allowance of $52.0 million . In assessing if the deferred tax assets will be realized, the Company considers whether it is probable that some or all of the deferred tax assets will not be realized. In determining whether the deferred taxes are realizable, the Company considers the period of expiration of the tax asset, historical and projected taxable income, and tax liabilities for the tax jurisdiction in which the tax asset is located. Valuation allowances are provided to reduce the amounts of deferred tax assets to an amount that is more likely than not to be realized based on an assessment of positive and negative evidence, including estimates of future taxable income necessary to realize future deductible amounts. For the years ended June 30, 2019 , 2018 and 2017 , due to recent cumulative losses, the Company conclude that certain federal and state net operating loss carry forwards and tax credit carryovers will not be utilized before expiration. The amounts of valuation allowance recorded in the Consolidated Balance Sheets were $52.0 million , $1.9 million and $1.6 million to reduce deferred tax assets in fiscal 2019 , 2018 and 2017 , respectively. The Company's valuation allowance increased in fiscal 2019 and 2018 by $50.1 million and $0.3 million , respectively. As of, and for the three years ended June 30, 2019 , 2018 and 2017 , the Company had no significant uncertain tax positions. The Company files income tax returns in the U.S. and in various state jurisdictions with varying statutes of limitations. The Company is no longer subject to U.S. income tax examinations for the fiscal years prior to June 30, 2016. Although the outcome of tax audits is always uncertain, the Company does not believe the outcome of any future audit will have a material adverse effect on the Company’s consolidated financial statements. The Company’s policy is to recognize interest expense and penalties related to income tax matters as a component of income tax expense. There were no amount of interest and penalties recognized in the Consolidated Balance Sheets in the fiscal years ended June 30, 2019 and 2018 , associated with uncertain tax positions. Additionally, the Company did not record any income tax expense related to interest and penalties on uncertain tax positions in the fiscal years ended June 30, 2019 , 2018 and 2017 , respectively. |
Net (Loss) Income Per Common Sh
Net (Loss) Income Per Common Share | 12 Months Ended |
Jun. 30, 2019 | |
Earnings Per Share [Abstract] | |
Net (Loss) Income Per Common Share | Net (Loss) Income Per Common Share Basic net income (loss) per common share is calculated by dividing net income (loss) attributable to the Company by the weighted average number of common shares outstanding during the periods presented. Diluted net income (loss) per common share is calculated by dividing diluted net income (loss) attributable to the Company by the weighted average number of common shares outstanding adjusted to include the effect, if dilutive, of the exercise of in-the-money stock options, unvested restricted stock, performance-based restricted stock units, and shares of Series A Preferred Stock, as converted, during the periods presented. The following table presents the computation of basic and diluted earnings per common share: For the Years Ended June 30, (In thousands, except share and per share amounts) 2019 2018 2017 Undistributed net (loss) income available to common stockholders $ (74,054 ) $ (18,652 ) $ 22,524 Undistributed net (loss) income available to nonvested restricted stockholders and holders of convertible preferred stock (76 ) (17 ) 27 Net (loss) income available to common stockholders—basic $ (74,130 ) $ (18,669 ) $ 22,551 Weighted average common shares outstanding—basic 16,996,354 16,815,020 16,668,745 Effect of dilutive securities: Shares issuable under stock options — — 117,007 Weighted average common shares outstanding—diluted 16,996,354 16,815,020 16,785,752 Net (loss) income per common share available to common stockholders—basic $ (4.36 ) $ (1.11 ) $ 1.35 Net (loss) income per common share available to common stockholders—diluted $ (4.36 ) $ (1.11 ) $ 1.34 The following table summarizes anti-dilutive securities excluded from the computation of diluted net income (loss) per common share for the periods indicated: For the Years Ended June 30, (In thousands) 2019 2018 2017 Shares issuable under stock options — 462,032 24,671 Shares issuable under convertible preferred stock 407,734 393,769 — Shares issuable under PBRSUs — 35,732 — |
Preferred Stock
Preferred Stock | 12 Months Ended |
Jun. 30, 2019 | |
Equity [Abstract] | |
Preferred Stock | Preferred Stock The Company is authorized to issue 500,000 shares of preferred stock at a par value of $1.00 , including 21,000 authorized shares of Series A Preferred Stock. Series A Convertible Participating Cumulative Perpetual Preferred Stock The Series A Preferred Stock (a) pays a dividend, when, as and if declared by the Company’s Board of Directors, of 3.5% APR of the stated value per share, payable quarterly in arrears, (b) has an initial stated value of $1,000 per share, adjustable up or down by the amount of undeclared and unpaid dividends or subsequent payment of accumulated dividends thereon, respectively, and (c) has a conversion price of $38.32 . Dividends may be paid in cash. The Company accrues for undeclared and unpaid dividends as they are payable in accordance with the terms of the Certificate of Designations filed with the Secretary of State of the State of Delaware. At June 30, 2019 , the Company had undeclared and unpaid preferred dividends of $924,347 on 14,700 issued and outstanding shares of Series A Preferred Stock. Series A Preferred Stock is a participating security and has rights to earnings that otherwise would have been available to holders of the Company's common stock. On an as converted basis, holders of Series A Preferred Stock are entitled to vote together with the holders of the Company’s common stock and are entitled to share in the dividends on the Company's common stock, when declared. Each share of Series A Preferred Stock is convertible into the number of shares of the Company’s common stock (rounded down to the nearest whole share and subject to adjustment in accordance with the terms of the Certificate of Designations) equal to the stated value per share of Series A Preferred Stock divided by the conversion price of $38.32 . Series A Preferred Stock is a perpetual stock and is not redeemable at the election of the Company or any holder. Based on its characteristics, the Company classified Series A Preferred Stock as permanent equity. At June 30, 2019 , Series A Preferred Stock consisted of the following: (In thousands, except share and per share amounts) Shares Authorized Shares Issued and Outstanding Stated Value per Share Carrying Value Cumulative Preferred Dividends, Undeclared and Unpaid Liquidation Preference 21,000 14,700 $ 1,063 15,624 $ 924 $ 15,624 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Jun. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Operating Leases The Company leases buildings, machinery and equipment, computer hardware and furniture and fixtures. All contractual increases and rent-free periods included in the lease contract are taken into account when calculating the minimum lease payment and are recognized on a straight-line basis over the lease term. Certain leases have renewal periods which are not included in the table below. The leases expire in various years ranging from 2020 to 2028. Rent expenses paid for the fiscal years ended June 30, 2019 , 2018 and 2017 were $6.4 million , $5.5 million and $5.1 million , respectively. The minimum annual payments under operating leases are as follows: (In thousands) Operating Year Ended June 30, 2020 $ 4,434 2021 3,238 2022 2,472 2023 2,131 2024 2,025 Thereafter 4,389 Total $ 18,689 Capital Leases (In thousands) Capital Year Ended June 30, 2020 $ 36 2021 1 Total minimum lease payments 37 Less: imputed interest (2 ) Present value of future minimum lease payments 35 Less: current portion 34 Long-term capital lease obligations $ 1 Purchase Commitments As of June 30, 2019 , the Company had committed to purchase green coffee inventory totaling $48.6 million under fixed-price contracts, $9.4 million in other inventory under non-cancelable purchase orders and $3.3 million in other purchases under non-cancelable purchase orders. Legal Proceedings Council for Education and Research on Toxics (“CERT”) v. Brad Berry Company Ltd., et al., Superior Court of the State of California, County of Los Angeles On August 31, 2012, CERT filed an amendment to a private enforcement action adding a number of companies as defendants, the Company’s subsidiary, Coffee Bean International, Inc., which sell coffee in California under the State of California's Safe Drinking Water and Toxic Enforcement Act of 1986, also known as Proposition 65. The suit alleges that the defendants have failed to issue clear and reasonable warnings in accordance with Proposition 65 that the coffee they produce, distribute, and sell contains acrylamide. This lawsuit was filed in Los Angeles Superior Court (the “Court”). CERT has demanded that the alleged violators remove acrylamide from their coffee or provide Proposition 65 warnings on their products and pay $2,500 per day for each and every violation while they are in violation of Proposition 65. Acrylamide is produced naturally in connection with the heating of many foods, especially starchy foods, and is believed to be caused by the Maillard reaction, though it has also been found in unheated foods such as olives. With respect to coffee, acrylamide is produced when coffee beans are heated during the roasting process-it is the roasting itself that produces the acrylamide. While there has been a significant amount of research concerning proposals for treatments and other processes aimed at reducing acrylamide content of different types of foods, to our knowledge there is currently no known strategy for reducing acrylamide in coffee without negatively impacting the sensorial properties of the product. The Company has joined a Joint Defense Group, or JDG, and, along with the other co-defendants, has answered the complaint, denying, generally, the allegations of the complaint, including the claimed violation of Proposition 65 and further denying CERT’s right to any relief or damages, including the right to require a warning on products. The Joint Defense Group contends that based on proper scientific analysis and proper application of the standards set forth in Proposition 65, exposures to acrylamide from the coffee products pose no significant risk of cancer and, thus, these exposures are exempt from Proposition 65’s warning requirement. The JDG filed a pleading responding to claims and asserting affirmative defenses on January 22, 2013. The Court initially limited discovery to the four largest defendants, so the Company was not initially required to participate in discovery. The Court decided to handle the trial in two “phases,” and the “no significant risk level” defense, the First Amendment defense, and the federal preemption defense were tried in the first phase. Trial commenced on September 8, 2014, and testimony completed on November 4, 2014, for the three “Phase 1” defenses. Following final trial briefing, the Court heard, on April 9, 2015, final arguments on the Phase 1 issues. On September 1, 2015, the Court ruled against the JDG on the Phase 1 affirmative defenses. The JDG received permission to file an interlocutory appeal, which was filed by writ petition on October 14, 2015. On January 14, 2016, the Court of Appeals denied the JDG’s writ petition thereby denying the interlocutory appeal so that the case stays with the trial court. On February 16, 2016, the Plaintiff filed a motion for summary adjudication arguing that based upon facts that had been stipulated by the JDG, the Plaintiff had proven its prima facie case and all that remains is a determination of whether any affirmative defenses are available to Defendants. On March 16, 2016, the Court reinstated the stay on discovery for all parties except for the four largest defendants. Following a hearing on April 20, 2016, the Court granted Plaintiff’s motion for summary adjudication on its prima facie case. Plaintiff filed its motion for summary adjudication of affirmatives defenses on May 16, 2016. At the August 19, 2016 hearing on Plaintiff’s motion for summary adjudication (and the JDG’s opposition), the Court denied Plaintiff’s motion, thus maintaining the ability of the JDG to defend the issues at trial. On October 7, 2016, the Court continued the Plaintiff’s motion for preliminary injunction until the trial for Phase 2. In November 2016, the parties pursued mediation, but were not able to resolve the dispute. In December 2016, discovery resumed for all defendants. Depositions of “person most knowledgeable” witnesses for each defendant in the JDG commenced in late December and proceeded through early 2017, followed by new interrogatories served upon the defendants. The Court set a fact and discovery cutoff of May 31, 2017 and an expert discovery cutoff of August 4, 2017. Depositions of expert witnesses were completed by the end of July 2017. On July 6, 2017, the Court held hearings on a number of discovery motions and denied Plaintiff’s motion for sanctions as to all the defendants. At a final case management conference on August 21, 2017 the Court set August 31, 2017 as the new trial date for Phase 2, though later changed the starting date for trial to September 5, 2017. The Court elected to break up trial for Phase 2 into two segments, the first focused on liability and the second on remedies. After 14 days at trial, both sides rested on the liability segment, and the Court set a date of November 21, 2017 for the hearing for all evidentiary issues related to this liability segment. The Court also set deadlines for evidentiary motions, issues for oral argument, and oppositions to motions. This hearing date was subsequently moved to January 19, 2018. On March 28, 2018, the Court issued a proposed statement of decision in favor of Plaintiff. Following evaluation of the parties' objections to the proposed statement of decision, the Court issued its final statement of decision on May 7, 2018 which was substantively similar to the proposed statement from March 2018. The issuance of a final statement of decision does not itself cause or order any remedy, such as any requirement to use a warning notice. Any such remedy, including any monetary damages or fee awards, would be resolved in Phase 3 of the trial. On June 15, 2018, California’s Office of Environmental Health Hazard Assessment (OEHHA) announced its proposal of a regulation that would establish, for the purposes of Proposition 65, that chemicals present in coffee as a result of roasting or brewing pose no significant risk of cancer. If adopted, the regulation would, among other things, mean that Proposition 65 warnings would generally not be required for coffee. Plaintiff had earlier filed a motion for permanent injunction, prior to OEHHA’s announcement, asking that the Court issue an order requiring defendants to provide cancer warnings for coffee or remove the coffee products from store shelves in California. The JDG petitioned the Court to (1) renew and reconsider the JDG’s First Amendment defense from Phase 1 based on a recent U.S. Supreme Court decision in a First Amendment case that was decided in the context of Proposition 65; (2) vacate the July 31, 2018 hearing date and briefing schedule for Plaintiff’s permanent injunction motion; and (3) stay all further proceedings pending the conclusion of the rulemaking process for OEHHA’s proposed regulation. On June 25, 2018, the Court denied the JDG’s motion to vacate the hearing on Plaintiff’s motion for permanent injunction and added the motion to stay to the July 31, 2018 docket to be heard. At the July 31st hearing, the Court granted the JDG’s application and agreed to continue the hearing on all motions to September 6, 2018. At the September 6, 2018 hearing, the Court denied the JDG’s First Amendment motion, and denied the motion to stay pending conclusion of OEHHA’s rulemaking process. The Plaintiff agreed to have the permanent injunction motion continued until after the remedies phase of the trial. The Court set the “Phase 3” remedies trial phase to begin on October 15, 2018. On September 20, 2018, the JDG filed a writ petition with the California Court of Appeals, Second Appellate District, to set aside the lower court’s order denying the JDG’s motion to renew or reopen its First Amendment defense to the imposition of a cancer warning for their coffee products, or, alternatively, to set aside its order dated September 6, 2018, denying the JDG’s motion to stay this action pending adoption by the OEHHA of the proposed regulation. On October 12, 2018, the Court of Appeals issued a Temporary Stay Order. The Temporary Stay Order ordered the Phase 3 remedies trial be stayed until further notice and did not address the JDG’s First Amendment defense petition. The Court of Appeals also required the JDG to provide a written status update by January 15, 2019. Following the issuance of the Court of Appeal’s Temporary Stay Order, on October 15, 2018, the trial court issued a Notice of Court’s Ruling staying any further proceedings, including both remedies and liability, pending a ruling by the Court of Appeals. At a December 3, 2018 status conference, the Court continued its stay on the Phase 3 remedies trial. The Court set another status conference for February 4, 2019 and asked that the JDG submit a joint status report on appellate activities by January 28, 2019. The JDG provided their written status update to the Court of Appeals timely on January 15, 2019, which update reported that OEHHA had submitted the final regulation (unchanged from its proposed rulemaking) to the California Office of Administrative Law (OAL) for review. OAL had 30 working days (until February 19, 2019) to approve, reject, or submit questions to OEHHA concerning the regulation. On January 31, 2019, the Court of Appeals continued its Temporary Stay Order and required the JDG to provide a written update by April 15, 2019. Prior to February 19, 2019, OAL raised questions to OEHHA concerning the regulation, specifically OEHHA’s authority to make a determination for chemicals in coffee whether or not presently listed under Prop 65. As a result, OEHHA decided to take back the regulation from OAL to address those issues. On March 15, 2019, OEHHA announced that it was amending the language of the regulation to make clear that the “no significant risk” determination applies only to chemicals in coffee that were listed under Prop 65 on or before March 15, 2019. OEHHA extended the public comment period until April 2, 2019. On April 23, 2019, OEHHA resubmitted the amended regulation and the supplemented version of the final statement of reasons to OAL. OAL had 30 working days - or until June 5 - to reject the regulation or approve and submit it to the Secretary of State for inclusion in the next version of the California Code of Regulations, which is updated quarterly. On June 3, 2019, OAL approved the amended regulation and submitted it to the Secretary of State, which means that it will take effect on October 1, 2019. The stay orders have since been lifted by the courts and the JDG is working through the effects of the amended regulation on this matter. At this time, the Company is not able to predict the probability of the outcome or estimate of loss, if any, related to this matter. The Company is a party to various other pending legal and administrative proceedings. It is management’s opinion that the outcome of such proceedings will not have a material impact on the Company’s financial position, results of operations, or cash flows. |
Revenue Recognition
Revenue Recognition | 12 Months Ended |
Jun. 30, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | Revenue Recognition On July 1, 2018, the Company adopted ASU 2014-09, using the modified retrospective method for all contracts not completed as of the date of adoption. Adoption of ASU 2014-09 did not have a material effect on the results of operations, financial position or cash flows of the Company. See Note 2 . The Company’s primary sources of revenue are sales of coffee, tea and culinary products. The Company recognizes revenue when control of the promised good or service is transferred to the customer and in amounts that the Company expects to collect. The timing of revenue recognition takes into consideration the various shipping terms applicable to the Company’s sales. The Company delivers products to customers primarily through two methods, DSD to the Company’s customers at their place of business and direct ship from the Company’s warehouse to the customer’s warehouse or facility. Each delivery or shipment made to a third party customer is to satisfy a performance obligation. Performance obligations generally occur at a point in time and are satisfied when control of the goods passes to the customer. The Company is entitled to collection of the sales price under normal credit terms in the regions in which it operates. ASC Topic 606, “Revenue from Contracts with Customers” (“ASC Topic 606”), provides certain practical expedients in order to ease the burden of implementation. The Company elected to apply the practical expedient related to applying the guidance to a portfolio of contracts with similar characteristics as the Company does not expect the effects on its consolidated financial statements to differ materially from applying the guidance to the individual contracts within that portfolio. For customers that have executed substantially similar contracts, including the ones utilizing our standard forms, the Company believes that evaluation of these contracts on an individual basis would not result in a material difference. Therefore, the Company has adopted the practical expedient and applied one accounting treatment to all such contracts. In accordance with ASC Topic 606, the Company disaggregates net sales from contracts with customers based on the characteristics of the products sold: For the Years Ended June 30, 2019 2018 2017 (In thousands) $ % of total $ % of total $ % of total Net Sales by Product Category: Coffee (Roasted) $ 378,583 63.5 % $ 379,951 62.6 % $ 339,358 62.7 % Coffee (Frozen Liquid) 34,541 5.8 % 34,794 5.7 % 32,827 6.1 % Tea (Iced & Hot) 33,109 5.6 % 32,477 5.4 % 29,256 5.4 % Culinary 64,100 10.8 % 64,432 10.6 % 55,592 10.3 % Spice 24,101 4.0 % 25,150 4.2 % 24,895 4.6 % Other beverages(1) 58,367 9.8 % 66,699 11.0 % 56,653 10.4 % Net sales by product category 592,801 99.5 % 603,503 99.5 % 538,581 99.5 % Fuel surcharge 3,141 0.5 % 3,041 0.5 % 2,919 0.5 % Net sales $ 595,942 100.0 % $ 606,544 100.0 % $ 541,500 100.0 % ____________ (1) Includes all beverages other than roasted coffee, frozen liquid coffee, and iced and hot tea, including cappuccino, cocoa, granitas, and concentrated and ready-to drink cold brew and iced coffee. The Company does not have any material contract assets and liabilities as of June 30, 2019 . Receivables from contracts with customers are included in “Accounts receivable, net” on the Company’s condensed consolidated balance sheets. At June 30, 2019 , 2018 and 2017 , “Accounts receivable, net” included, $53.6 million , $54.5 million and $44.5 million , respectively, in receivables from contracts with customers. |
Selected Quarterly Financial Da
Selected Quarterly Financial Data (Unaudited) | 12 Months Ended |
Jun. 30, 2019 | |
Quarterly Financial Information Disclosure [Abstract] | |
Selected Quarterly Financial Data (Unaudited) | Selected Quarterly Financial Data (Unaudited) The following tables set forth certain unaudited quarterly information for each of the eight fiscal quarters in the two year period ended June 30, 2019 . This quarterly information has been prepared on a consistent basis with the audited consolidated financial statements and, in the opinion of management, includes all adjustments which management believes are necessary for a fair presentation of the information for the periods presented. All prior period amounts have been retrospectively adjusted to reflect the impact of the certain changes in accounting principles and corrections to previously issued financial statements. The Company's quarterly operating results may fluctuate significantly as a result of a variety of factors, and operating results for any fiscal quarter are not necessarily indicative of results for a full fiscal year or future fiscal quarters. For The Three Months Ended September 30, December 31, March 31, June 30, (In thousands, except per share data) Net sales $ 147,440 $ 159,773 $ 146,679 $ 142,050 Cost of goods sold $ 99,205 $ 106,529 $ 106,779 $ 104,327 Gross profit $ 48,235 $ 53,244 $ 39,900 $ 37,723 Selling expenses $ 37,310 $ 39,591 $ 34,422 $ 28,324 (Loss) income from operations $ (2,078 ) $ 502 $ (6,102 ) $ (7,024 ) Net loss $ (2,986 ) $ (10,100 ) $ (51,749 ) $ (8,760 ) Net loss available to common stockholders per common share—basic $ (0.18 ) $ (0.60 ) $ (3.05 ) $ (0.52 ) Net loss available to common stockholders per common share—diluted $ (0.18 ) $ (0.60 ) $ (3.05 ) $ (0.52 ) For The Three Months Ended September 30, December 31, March 31, June 30, As Previously Reported Retrospectively Adjusted As Previously Reported Retrospectively Adjusted As Previously Reported Retrospectively Adjusted As Previously Reported Retrospectively Adjusted (In thousands, except per share data) Net sales $ 131,713 $ 131,713 $ 167,366 $ 167,366 $ 157,927 $ 157,927 $ 149,538 $ 149,538 Cost of goods sold $ 85,672 $ 85,630 $ 111,175 $ 111,089 $ 105,716 $ 105,629 $ 96,939 $ 96,806 Gross profit $ 46,041 $ 46,083 $ 56,191 $ 56,277 $ 52,211 $ 52,298 $ 52,599 $ 52,732 Selling expenses $ 32,828 $ 32,856 $ 42,414 $ 42,127 $ 38,041 $ 37,754 $ 41,256 $ 40,655 Income from operations $ 1,862 $ 1,845 $ 28 $ 10 $ (2,767 ) $ (2,785 ) $ 2,001 $ 1,984 Net income (loss) $ 840 $ 841 $ (17,060 ) $ (17,060 ) $ (2,193 ) $ (2,193 ) $ 133 $ 133 Net income (loss) available to common stockholders per common share—basic $ 0.05 $ 0.05 $ (1.03 ) $ (1.03 ) $ (0.14 ) $ (0.14 ) $ — $ — Net income (loss) available to common stockholders per common share—diluted $ 0.05 $ 0.05 $ (1.03 ) $ (1.03 ) $ (0.14 ) $ (0.14 ) $ — $ — |
Subsequent Events
Subsequent Events | 12 Months Ended |
Jun. 30, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events The Company evaluated all events or transactions that occurred after June 30, 2019 through the date the consolidated financial statements were issued. During this period the Company had the following material subsequent events that require disclosure: Sale of Office Coffee Assets In order to focus on its core product offerings, in July 2019, the Company completed the sale of certain assets associated with its office coffee customers for $9.3 million in cash paid at the time of closing plus an earnout of up to an additional $2.3 million if revenue expectations are achieved during test periods scheduled to occur at various branches at various times and concluding by early third quarter of fiscal ended 2020. Sale of Seattle Office Branch Property On August 28, 2019, the Company completed the sale of its branch property in Seattle, Washington state for a gross sale price of $7.9 million . Sale leaseback of Houston Facility On September 6, 2019, the Company signed a purchase and sale agreement (the “PSA”) for the sale of its Houston, Texas manufacturing facility and warehouse (the “Property”) for an aggregate purchase price, exclusive of closing costs, of $10.0 million . Pursuant to the PSA and upon the closing of the sale of the Property, the Company and the purchaser have agreed to enter into a three year leaseback agreement with respect to the Property. The Company may terminate the leaseback no earlier than the first day of the eighteenth full calendar month of the term providing at least nine months’ notice. There is no assurance at this time that the purchaser will in fact purchase any or all of the Property. The closing of the sale of the Property, which is subject to customary diligence and closing conditions, is expected to occur on or around November 20, 2019. The purchaser does not have any material relationship with the Company or its subsidiaries, other than through the PSA and Leaseback. In connection with the sale leaseback contemplated by the PSA, on September 6, 2019, the Company made a clarifying amendment to its amended and restated credit agreement originally dated as of November 6, 2018, to make clear that any sale and leaseback already permitted under the asset sale covenant would not be inadvertently prohibited under the sale and leaseback covenant. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Cash Equivalents | Cash Equivalents The Company considers all highly liquid investments with original maturity dates of 90 days or less to be cash equivalents. Fair values of cash equivalents approximate cost due to the short period of time to maturity. |
Allowance for doubtful accounts | Allowance for doubtful accounts A portion of our accounts receivable is not expected to be collected due to non-payment, bankruptcies and deductions. Our accounting policy for the allowance for doubtful accounts requires us to reserve an amount based on the evaluation of the aging of accounts receivable, detailed analysis of high-risk customers’ accounts, and the overall market and economic conditions of our customers. This evaluation considers the customer demographic, such as large commercial customers as compared to small businesses or individual customers. We consider our accounts receivable delinquent or past due based on payment terms established with each customer. Accounts receivable are written off when the account are determined to be uncollectible. |
Investments | Investments The Company’s investments, from time to time, consist of money market instruments, marketable debt, equity and hybrid securities. Investments are held for trading purposes and stated at fair value. The cost of investments sold is determined on the specific identification method. Dividend and interest income are accrued as earned. |
Fair Value Measurement, Policy [Policy Text Block] | Fair Value Measurements The Company groups its assets and liabilities at fair value in three levels, based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine fair value. These levels are: • Level 1—Valuation is based upon quoted prices for identical instruments traded in active markets. • Level 2—Valuation is based upon inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly (i.e. interest rate and yield curves observable at commonly quoted intervals, default rates, etc.). Observable inputs include quoted prices for similar instruments in active and non-active markets. Level 2 includes those financial instruments that are valued with industry standard valuation models that incorporate inputs that are observable in the marketplace throughout the full term of the instrument, or can otherwise be derived from or supported by observable market data in the marketplace. Level 2 inputs may also include insignificant adjustments to market observable inputs. • Level 3—Valuation is based upon one or more unobservable inputs that are significant in establishing a fair value estimate. These unobservable inputs are used to the extent relevant observable inputs are not available and are developed based on the best information available. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value. Securities with quotes that are based on actual trades or actionable bids and offers with a sufficient level of activity on or near the measurement date are classified as Level 1. Securities that are priced using quotes derived from implied values, indicative bids and offers, or a limited number of actual trades, or the same information for securities that are similar in many respects to those being valued, are classified as Level 2. If market information is not available for securities being valued, or materially-comparable securities, then those securities are classified as Level 3. In considering market information, management evaluates changes in liquidity, willingness of a broker to execute at the quoted price, the depth and consistency of prices from pricing services, and the existence of observable trades in the market. |
Derivative Instruments | Derivative Instruments The Company executes various derivative instruments to hedge its commodity price and interest rate risks. These derivative instruments consist primarily of forward, option and swap contracts. The Company reports the fair value of derivative instruments on its consolidated balance sheets in “Short-term derivative assets,” “Long-term derivative assets,” “Short-term derivative liabilities,” or “Other long-term liabilities.” The Company determines the current and noncurrent classification based on the timing of expected future cash flows of individual trades and reports these amounts on a gross basis. Additionally, the Company reports, if any, cash held on deposit in margin accounts for coffee-related derivative instruments on a gross basis on its consolidated balance sheet in “Restricted cash.” The accounting for the changes in fair value of the Company's derivative instruments can be summarized as follows: Derivative Treatment Accounting Method Normal purchases and normal sales exception Accrual accounting Designated in a qualifying hedging relationship Hedge accounting All other derivative instruments Mark-to-market accounting The Company enters into green coffee purchase commitments at a fixed price or at a price to be fixed (“PTF”). PTF contracts are purchase commitments whereby the quality, quantity, delivery period, price differential to the coffee “C” market price and other negotiated terms are agreed upon, but the date, and therefore the price at which the base “C” market price will be fixed has not yet been established. The coffee “C” market price is fixed at some point after the purchase contract date and before the futures market closes for the delivery month and may be fixed either at the direction of the Company to the vendor, or by the application of a derivative that was separately purchased as a hedge. For both fixed-price and PTF contracts, the Company expects to take delivery of and to utilize the coffee in a reasonable period of time and in the conduct of normal business. Accordingly, these purchase commitments qualify as normal purchases and are not recorded at fair value on the Company's consolidated balance sheets. The Company follows the guidelines of Accounting Standards Codification (“ASC”) 815, “Derivatives and Hedging” (“ASC 815”), to account for certain coffee-related derivative instruments as accounting hedges, in order to minimize the volatility created in the Company's quarterly results from utilizing these derivative instruments and to improve comparability between reporting periods. For a derivative to qualify for designation in a hedging relationship, it must meet specific criteria and the Company must maintain appropriate documentation. The Company establishes hedging relationships pursuant to its risk management policies. The hedging relationships are evaluated at inception and on an ongoing basis to determine whether the hedging relationship is, and is expected to remain, highly effective in achieving offsetting changes in fair value or cash flows attributable to the underlying risk being hedged. The Company also regularly assesses whether the hedged forecasted transaction is probable of occurring. If a derivative ceases to be or is no longer expected to be highly effective, or if the Company believes the likelihood of occurrence of the hedged forecasted transaction is no longer probable, hedge accounting is discontinued for that derivative, and future changes in the fair value of that derivative are recognized in “Other, net .” For coffee-related derivative instruments designated as cash flow hedges, the change in fair value of the derivative is reported as accumulated other comprehensive income (loss) (“AOCI”) and subsequently reclassified into cost of goods sold in the period or periods when the hedged transaction affects earnings. Gains or losses deferred in AOCI associated with terminated derivative instruments, derivative instruments that cease to be highly effective hedges, derivative instruments for which the forecasted transaction is reasonably possible but no longer probable of occurring, and cash flow hedges that have been otherwise discontinued remain in AOCI until the hedged item affects earnings. If it becomes probable that the forecasted transaction designated as the hedged item in a cash flow hedge will not occur, any gain or loss deferred in AOCI is recognized in “Other, net” at that time. For derivative instruments that are not designated in a hedging relationship, and for which the normal purchases and normal sales exception has not been elected, the changes in fair value are reported in “Other, net.” See Note 8 . For interest rate swap derivative instruments designated as a cash flow hedge, the change in fair value of the derivative is reported as AOCI and subsequently reclassified into interest expense in the period or periods when the hedged transaction affects earnings. |
Concentration of Credit Risk | Concentration of Credit Risk At June 30, 2019 , the financial instruments which potentially expose the Company to concentration of credit risk consist of cash in financial institutions (in excess of federally insured limits), derivative instruments and trade receivables. The Company does not have any credit-risk related contingent features that would require it to post additional collateral in support of its net derivative liability positions. At June 30, 2019 and 2018 , none of the cash in the Company’s coffee-related derivative margin accounts was restricted. Further changes in commodity prices and the number of coffee-related derivative instruments held, could have a significant impact on cash deposit requirements under certain of the Company's broker and counterparty agreements. Approximately 28% and 20% of the Company’s trade accounts receivable balance was with five customers at June 30, 2019 and 2018 , respectively. The Company estimates its maximum credit risk for accounts receivable at the amount recorded on the balance sheet. The trade accounts receivables are generally short-term and all probable bad debt losses have been appropriately considered in establishing the allowance for doubtful accounts. |
Inventories | Inventories Inventories are valued at the lower of cost or net realizable value. Effective June 30, 2018, the Company changed its method of accounting for coffee, tea and culinary products from the last in, first out (“LIFO”) basis to the first in, first out ("FIFO") basis. The impact of this change in accounting principle has been reflected through retrospective application to the financial statements for each period presented. The Company continues to account for coffee brewing equipment parts on a FIFO basis. The Company regularly evaluates these inventories to determine the provision for obsolete and slow-moving inventory. Inventory reserves are based on inventory obsolescence trends, historical experience and application of specific identification. |
Property, Plant and Equipment | Property, Plant and Equipment Property, plant and equipment is carried at cost, less accumulated depreciation. Depreciation is computed using the straight-line method. The following useful lives are used: Buildings and facilities 10 to 30 years Machinery and equipment 3 to 10 years Equipment under capital leases Shorter of term of lease or estimated useful life Office furniture and equipment 5 to 7 years Capitalized software 3 to 5 years Leasehold improvements are depreciated on a straight-line basis over the lesser of the estimated useful life of the asset or the remaining lease term. When assets are sold or retired, the asset and related accumulated depreciation are removed from the respective account balances and any gain or loss on disposal is included in operations. Maintenance and repairs are charged to expense, and enhancements are capitalized. |
Coffee Brewing Equipment and Service | Coffee Brewing Equipment and Service The Company capitalizes coffee brewing equipment and depreciates it over five years and reports the depreciation expense in cost of goods sold. See Note 11 for details of the depreciation amounts. Other non-depreciation expenses related to coffee brewing equipment provided to customers, such as the cost of servicing that equipment (including service employees’ salaries, cost of transportation and the cost of supplies and parts), are considered directly attributable to the generation of revenues from the customers. These non-depreciation expenses are also included in cost of goods sold, and were $33.9 million , $30.2 million and $26.3 million , for the years ended June 30, 2019 , 2018 and 2017 , respectively. |
Leases | Leases Leases are categorized as either operating or capital leases at inception. Operating lease costs are recognized on a straight-line basis over the term of the lease. An asset and a corresponding liability for the capital lease obligation are established for the cost of a capital lease. Capital lease obligations are amortized over the life of the lease. |
Income Taxes | Income Taxes Deferred income taxes are determined based on the temporary differences between the financial reporting and tax bases of assets and liabilities using enacted tax rates in effect for the year in which differences are expected to reverse. Estimating the Company’s tax liabilities involves judgments related to uncertainties in the application of complex tax regulations. The Company makes certain estimates and judgments to determine tax expense for financial statement purposes as it evaluates the effect of tax credits, tax benefits and deductions, some of which result from differences in the timing of recognition of revenue or expense for tax and financial statement purposes. Changes to these estimates may result in significant changes to the Company’s tax provision in future periods. Each fiscal quarter the Company re-evaluates its tax provision and reconsiders its estimates and assumptions related to specific tax assets and liabilities, making adjustments as circumstances change. Deferred Tax Asset Valuation Allowance The Company evaluates its deferred tax assets quarterly to determine if a valuation allowance is required and considers whether a valuation allowance should be recorded against deferred tax assets based on the likelihood that the benefits of the deferred tax assets will or will not ultimately be realized in future periods. In making this assessment, significant weight is given to evidence that can be objectively verified, such as recent operating results, and less consideration is given to less objective indicators, such as future income projections. After consideration of positive and negative evidence, if the Company determines that it is more likely than not that it will generate future income sufficient to realize its deferred tax assets, the Company will record a reduction in the valuation allowance. The Company’s policy is to recognize interest expense and penalties related to income tax matters as a component of income tax expense. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue in accordance with the way that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. The Company performs the following steps to determine revenue recognition for an arrangement: (1) identify the contract(s) with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue when (or as) the performance obligations are satisfied. Shipping and Handling Costs The Company’s shipping and handling costs are included in both cost of goods sold and selling expenses, depending on the nature of such costs. Shipping and handling costs included in cost of goods sold reflect inbound freight of raw materials and finished goods, and product loading and handling costs at the Company’s production facilities to the distribution centers and branches. Shipping and handling costs included in selling expenses consist primarily of those costs associated with moving finished goods to customers. Shipping and handling costs that were recorded as a component of the Company's selling expenses were $11.4 million , $11.9 million and $10.7 million , respectively, in the fiscal years ended June 30, 2019 , 2018 and 2017 . The Company’s primary sources of revenue are sales of coffee, tea and culinary products. The Company recognizes revenue when control of the promised good or service is transferred to the customer and in amounts that the Company expects to collect. The timing of revenue recognition takes into consideration the various shipping terms applicable to the Company’s sales. The Company delivers products to customers primarily through two methods, DSD to the Company’s customers at their place of business and direct ship from the Company’s warehouse to the customer’s warehouse or facility. Each delivery or shipment made to a third party customer is to satisfy a performance obligation. Performance obligations generally occur at a point in time and are satisfied when control of the goods passes to the customer. The Company is entitled to collection of the sales price under normal credit terms in the regions in which it operates. ASC Topic 606, “Revenue from Contracts with Customers” (“ASC Topic 606”), provides certain practical expedients in order to ease the burden of implementation. The Company elected to apply the practical expedient related to applying the guidance to a portfolio of contracts with similar characteristics as the Company does not expect the effects on its consolidated financial statements to differ materially from applying the guidance to the individual contracts within that portfolio. For customers that have executed substantially similar contracts, including the ones utilizing our standard forms, the Company believes that evaluation of these contracts on an individual basis would not result in a material difference. Therefore, the Company has adopted the practical expedient and applied one accounting treatment to all such contracts. |
Net Income per Common Share | Net (Loss) Income Per Common Share Net (loss) income per share (“EPS”) represents net (loss) income available to common stockholders divided by the weighted-average number of common shares outstanding for the period, excluding unallocated shares held by the Company's Employee Stock Ownership Plan (“ESOP”). Dividends on the Company's outstanding Series A Convertible Participating Cumulative Perpetual Preferred Stock, par value $1.00 per share ("Series A Preferred Stock"), that the Company has paid or intends to pay are deducted from net (loss) income in computing net (loss) income available to common stockholders. Under the two-class method, net (loss) income available to nonvested restricted stockholders and holders of Series A Preferred Stock is excluded from net (loss) income available to common stockholders for purposes of calculating basic and diluted EPS. Diluted EPS represents net income available to holders of common stock divided by the weighted-average number of common shares outstanding, inclusive of the dilutive impact of common equivalent shares outstanding during the period. Common equivalent shares include potentially dilutive shares from share-based compensation including stock options, unvested restricted stock, performance-based restricted stock units, and shares of Series A Preferred Stock, as converted, because they are deemed participating securities. In the absence of contrary information, the Company assumes 100% of the target shares are issuable under performance-based restricted stock units. The dilutive effect of Series A Preferred Stock is reflected in diluted EPS by application of the if-converted method. In applying the if-converted method, conversion will not be assumed for purposes of computing diluted EPS if the effect would be anti-dilutive. The Series A Preferred Stock is antidilutive whenever the amount of the dividend declared or accumulated in the current period per common share obtainable upon conversion exceeds basic EPS. |
Employee Stock Ownership Plan | Employee Stock Ownership Plan Compensation cost for the ESOP is based on the fair market value of shares released or deemed to be released to employees in the period in which they are committed. As a leveraged ESOP with the Company as lender, a contra equity account is established to offset the Company’s note receivable. The contra account will change as compensation expense is recognized. The cost of shares purchased by the ESOP which have not been committed to be released or allocated to participants are shown as a contra-equity account “Unearned ESOP Shares” and are excluded from EPS calculations. On December 31, 2018, the Company froze the ESOP such that (i) no employees of the Company may commence participation in the ESOP on or after December 31, 2018; (ii) no Company contributions will be made to the ESOP with respect to services performed or compensation received after December 31, 2018; and (iii) the ESOP accounts of all individuals who are actively employed by the Company and participating in the ESOP on December 31, 2018 will be fully vested as of such date. Additionally, the Administrative Committee, with the consent of the Board of Directors, designated certain employees who were terminated in connection with certain reductions-in-force in 2018 to be fully vested in their ESOP accounts as of their severance dates. Effective January 1, 2019, the Company amended and restated its 401(k) Plan to, among other things, provide for annual contribution of shares of the Company’s common stock equal to 4% of each eligible participant’s annual plan compensation. See Note 13 for details. |
Share-based Compensation | Share-based Compensation The Company measures all share-based compensation cost at the grant date, based on the fair values of the awards that are ultimately expected to vest, and recognizes that cost as an expense on a straight line-basis in its consolidated statements of operations over the requisite service period. Fair value of restricted stock and performance-based restricted stock units is the closing price of the Company's common stock on the date of grant. The Company estimates the fair value of option awards using the Black-Scholes option valuation model, which requires management to make certain assumptions for estimating the fair value of stock options at the date of grant. In addition, the Company estimates the expected impact of forfeited awards and recognizes share-based compensation cost only for those awards ultimately expected to vest. If actual forfeiture rates differ materially from the Company’s estimates, share-based compensation expense could differ significantly from the amounts the Company has recorded in the current period. The Company periodically reviews actual forfeiture experience and will revise its estimates, as necessary. The Company will recognize as compensation cost the cumulative effect of the change in estimated forfeiture rates on current and prior periods in earnings of the period of revision. As a result, if the Company revises its assumptions and estimates, the Company’s share-based compensation expense could change materially in the future. The Company's outstanding share-based awards include performance-based non-qualified stock options ("PNQs") and performance-based restricted stock units ("PBRSUs") that have performance-based vesting conditions in addition to time-based vesting. Awards with performance-based vesting conditions require the achievement of certain financial and other performance criteria as a condition to the vesting. The Company recognizes the estimated fair value of performance-based awards, net of estimated forfeitures, as share-based compensation expense over the service period based upon the Company’s determination of whether it is probable that the performance targets will be achieved. At each reporting period, the Company reassesses the probability of achieving the performance criteria and the performance period required to meet those targets. Determining whether the performance criteria will be achieved involves judgment, and the estimate of share-based compensation expense may be revised periodically based on changes in the probability of achieving the performance criteria. Revisions are reflected in the period in which the estimate is changed. If performance goals are not met, no share-based compensation expense is recognized for the cancelled PNQs or PBRSUs, and, to the extent share-based compensation expense was previously recognized for those cancelled PNQs or PBRSUs, such share-based compensation expense is reversed. If performance goals are exceeded and the payout is more than 100% of the target shares in the case of PBRSUs, additional compensation expense is recorded in the period when that determination is certified by the Compensation Committee of the Board of Directors. |
Impairment of Goodwill and Indefinite-lived Intangible Assets, Intangible Assets | Impairment of Goodwill and Indefinite-lived Intangible Assets The Company accounts for its goodwill and indefinite-lived intangible assets in accordance with Accounting Standards Codification ("ASC") 350, “Intangibles-Goodwill and Other” (“ASC 350”). Goodwill and other indefinite-lived intangible assets are not amortized but instead are reviewed for impairment annually, or more frequently if an event occurs or circumstances change which indicate that an asset might be impaired. Pursuant to ASC 350, the Company performs a qualitative assessment of goodwill and indefinite-lived intangible assets on its consolidated balance sheets, to determine if there is a more likely than not indication that its goodwill and indefinite-lived intangible assets are impaired as of January 31. If the indicators of impairment are present, the Company performs a quantitative assessment to determine the impairment of these assets as of the measurement date. Testing for impairment of goodwill is a two-step process. The first step requires the Company to compare the fair value of its reporting units to the carrying value of the reporting units, including goodwill. If the fair value of a reporting unit is less than its carrying value, goodwill of the reporting unit is potentially impaired and the Company then completes step two to measure the impairment loss, if any. The second step requires the calculation of the implied fair value of goodwill, which is the residual fair value remaining after deducting the fair value of all tangible and intangible net assets of the reporting unit from the fair value of the reporting unit. If the implied fair value of goodwill is less than the carrying amount of goodwill, an impairment loss is recognized equal to the difference. Indefinite-lived intangible assets consist of certain acquired trademarks, trade names and a brand name. Indefinite-lived intangible assets are tested for impairment by comparing their fair values to their carrying values. An impairment charge is recorded if the estimated fair value of such assets has decreased below their carrying values. |
Other Intangible Assets | Other Intangible Assets Other intangible assets consist of finite-lived intangible assets including acquired recipes, non-compete agreements, customer relationships, a trade name/brand name and certain trademarks. These assets are amortized over their estimated useful lives and are tested for impairment by grouping them with other assets at the lowest level for which identifiable cash flows are largely independent of the cash flows of other groups of assets and liabilities. The estimated future cash flows are based upon, among other things, assumptions about expected future operating performance, and may differ from actual cash flows. If the sum of the projected undiscounted cash flows (excluding interest) is less than the carrying value of the assets, the assets will be written down to the estimated fair value in the period in which the determination is made. The Company reviews the recoverability of its finite-lived intangible assets whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. |
Self-Insurance | Self-Insurance The Company uses a combination of insurance and self-insurance mechanisms to provide for the potential liability of certain risks including workers’ compensation, health care benefits, general liability, product liability, property insurance and director and officers’ liability insurance. Liabilities associated with risks retained by the Company are not discounted and are estimated by considering historical claims experience, demographics, exposure and severity factors and other actuarial assumptions. The Company's self-insurance for workers’ compensation liability includes estimated outstanding losses of unpaid claims, and allocated loss adjustment expenses (“ALAE”), case reserves, the development of known claims and incurred but not reported claims. ALAE are the direct expenses for settling specific claims. The amounts reflect per occurrence and annual aggregate limits maintained by the Company. The estimated liability analysis does not include estimating a provision for unallocated loss adjustment expenses. The estimated gross undiscounted workers’ compensation liability relating to such claims was $6.3 million and $7.1 million , as of June 30, 2019 and 2018 , respectively and the estimated recovery from reinsurance was $0.9 million for both periods. The short-term and long-term accrued liabilities for workers’ compensation claims are presented on the Company's consolidated balance sheets in “Other current liabilities” and in “Accrued workers' compensation liabilities,” respectively. The estimated insurance receivable is included in “Other assets” on the Company's consolidated balance sheets. At June 30, 2019 the Company had posted $1.4 million in cash and a $2.3 million letter of credit, and at June 30, 2018 the Company had posted $2.3 million in cash and a $2.0 million letter of credit, as a security deposit for self-insuring workers’ compensation, general liability and auto insurance coverages. The estimated liability related to the Company's self-insured group medical insurance at June 30, 2019 and 2018 was $0.9 million and $1.6 million , respectively, recorded on an incurred but not reported basis, within deductible limits, based on actual claims and the average lag time between the date insurance claims are filed and the date those claims are paid. The Company is self-insured for general liability, product liability and commercial auto liability and accrues the cost of the insurance based on estimates of the aggregate liability claims incurred using certain actuarial assumptions and historical claims experience. The Company's liability reserve for such claims was $1.0 million and $1.7 million at June 30, 2019 and 2018 , respectively. The estimated liability related to the Company's self-insured group medical insurance, general liability, product liability and commercial auto liability is included on the Company's consolidated balance sheets in “Other current liabilities.” |
Pension Plans | Pension Plans The Company’s defined benefit pension plans are not admitting new participants, therefore, changes to pension liabilities are primarily due to market fluctuations of investments for existing participants and changes in interest rates. The Company’s defined benefit pension plans are accounted for using the guidance of ASC 710, “Compensation—General“ and ASC 715, “Compensation-Retirement Benefits“ and are measured as of the end of the fiscal year. The Company recognizes the overfunded or underfunded status of a defined benefit pension as an asset or liability on its consolidated balance sheets. Changes in the funded status are recognized through AOCI, in the year in which the changes occur. |
Business Combinations | Business Combinations The Company accounts for business combinations under the acquisition method of accounting. The purchase price of each business acquired is allocated to the tangible and intangible assets acquired and the liabilities assumed based on information regarding their respective fair values on the date of acquisition. Any excess of the purchase price over the fair value of the separately identifiable assets acquired and the liabilities assumed is allocated to goodwill. Management determines the fair values used in purchase price allocations for intangible assets based on historical data, estimated discounted future cash flows, and expected royalty rates for trademarks and trade names, as well as certain other information. The valuation of assets acquired and liabilities assumed requires a number of judgments and is subject to revision as additional information about the fair value of assets and liabilities becomes available. Additional information, which existed as of the acquisition date but unknown to the Company at that time, may become known during the remainder of the measurement period, a period not to exceed twelve months from the acquisition date. Adjustments in the purchase price allocation may require a recasting of the amounts allocated to goodwill and intangible assets. If such an adjustment is required, the Company will recognize a measurement-period adjustment during the period in which it determines the amount of the adjustment, including the effect on earnings of any amounts it would have recorded in previous periods if the accounting had been completed at the acquisition date. Transaction costs, including legal, accounting and integration expenses, are expensed as incurred and are included in operating expenses in the Company's consolidated statements of operations. Contingent consideration, such as earnout, is deferred as a short-term or long-term liability based on an estimate of the timing of the future payment. These contingent consideration liabilities are recorded at fair value on the acquisition date and are re-measured quarterly based on the then assessed fair value and adjusted if necessary. The results of operations of businesses acquired are included in the Company's consolidated financial statements from their dates of acquisition. |
Sale of Spice Assets | Restructuring Plans The Company accounts for exit or disposal of activities in accordance with ASC 420, “Exit or Disposal Cost Obligations.“ The Company defines a business restructuring as an exit or disposal activity that includes but is not limited to a program which is planned and controlled by management and materially changes either the scope of a business or the manner in which that business is conducted. Business restructuring charges may include (i) one-time termination benefits related to employee separations, (ii) contract termination costs and (iii) other related costs associated with exit or disposal activities. A liability is recognized and measured at its fair value for one-time termination benefits once the plan of termination is communicated to affected employees and it meets all of the following criteria: (i) management commits to a plan of termination, (ii) the plan identifies the number of employees to be terminated and their job classifications or functions, locations and the expected completion date, (iii) the plan establishes the terms of the benefit arrangement and (iv) it is unlikely that significant changes to the plan will be made or the plan will be withdrawn. Contract termination costs include costs to terminate a contract or costs that will continue to be incurred under the contract without benefit to the Company. A liability is recognized and measured at its fair value when the Company either terminates the contract or ceases using the rights conveyed by the contract. |
Recently Adopted Accounting Standards and New Accounting Pronouncements | Recently Adopted Accounting Standards In March 2018, the Financial Accounting Standards Board ("FASB") issued ASU 2018-05 which amends ASC 740, “Income Taxes,” to provide guidance on accounting for the tax effects of the Tax Cuts and Jobs Act enacted on December 22, 2017 (the “Tax Act”) pursuant to Staff Accounting Bulletin No. 118, “Income Tax Accounting Implications of the Tax Cuts and Jobs Act” (“SAB 118”), which provides guidance on accounting for the tax effects of the Tax Act. Under SAB 118, companies are able to record a reasonable estimate of the impact of the Tax Act if one is able to be determined and report it as a provisional amount during the measurement period. The measurement period is not to extend beyond one year from the enactment date. The Company finalized its assessment of the income tax effects of the Tax Act in the second quarter of fiscal 2019. In March 2017, the FASB issued ASU 2017-07 to amend the requirements in GAAP related to the income statement presentation of the components of net periodic benefit cost for an entity’s sponsored defined benefit pension and other postretirement plans. ASU 2017-07 updated the guidance on the presentation of net periodic pension cost and net periodic post-retirement pension cost, and requires the service cost component to be presented in the same line item or items as other compensation costs arising from services rendered by the pertinent employees during the period. The other components of net benefit cost are required to be presented in the income statement separately from the service cost component and outside a subtotal of income from operations. The amendments in this update also allow only the service cost component to be eligible for capitalization when applicable. The guidance in ASU 2017-07 is effective for annual periods beginning after December 15, 2017, including interim periods within those fiscal years. Entities are required to use a retrospective transition method to adopt the requirement for separate income statement presentation of the service cost and other components, and a prospective transition method to adopt the requirement to limit the capitalization of benefit cost to the service component. The Company adopted ASU 2017-07 beginning July 1, 2018 using a retrospective transition method. See the impact of the adoption of ASU 2017-07 in the table below. In January 2017, the FASB issued ASU 2017-01 to clarify the definition of a business. The objective of adding the guidance is to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of businesses and provide a screen to determine when an integrated set of assets and activities (collectively referred to as a “set”) is not a business. If the screen is not met, the amendments (1) require that to be considered a business, a set must include, at a minimum, an input and a substantive process that together significantly contribute to the ability to create output and (2) remove the evaluation of whether a market participant could replace the missing elements. The guidance in ASU 2017-01 is effective for public business entities for annual periods beginning after December 15, 2017, including interim periods within those fiscal years, and should be applied prospectively. The Company adopted ASU 2017-01 beginning July 1, 2018. The Company have applied the new guidance to all applicable transactions after the adoption date. In November 2016, the FASB issued ASU 2016-18 that requires a statement of cash flows to explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. As a result, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The amendments do not provide a definition of restricted cash or restricted cash equivalents. An entity with a material balance of restricted cash and restricted cash equivalents must disclose information about the nature of the restrictions. The guidance in ASU 2016-18 is effective for public business entities for annual periods beginning after December 15, 2017, including interim periods within those fiscal years. The Company adopted ASU 2016-18 beginning July 1, 2018. Adoption of ASU 2016-18 did not have a material effect on the results of operations, financial position or cash flows of the Company. In August 2016, the FASB issued ASU 2016-15 to address certain issues where diversity in practice was identified in classifying certain cash receipts and cash payments based on the guidance in ASC 230, “Statement of Cash Flows” (“ASC 230”). ASC 230 is principles based and often requires judgment to determine the appropriate classification of cash flows as operating, investing or financing activities. The application of judgment has resulted in diversity in how certain cash receipts and cash payments are classified. Certain cash receipts and cash payments may have aspects of more than one class of cash flows. ASU 2016-15 clarifies that an entity will first apply any relevant guidance in ASC 230 and in other applicable topics. If there is no guidance that addresses those cash receipts and cash payments, an entity will determine each separately identifiable source or use and classify the receipt or payment based on the nature of the cash flow. If a receipt or payment has aspects of more than one class of cash flows and cannot be separated, classification will depend on the predominant source or use. The guidance in ASU 2016-15 is effective for public business entities for annual periods beginning after December 15, 2017, including interim periods within those fiscal years. The Company adopted ASU 2016-15 beginning July 1, 2018. Adoption of ASU 2016-15 did not have a material effect on the results of operations, financial position or cash flows of the Company. In May 2014, the FASB issued ASU 2014-09 to amend the accounting guidance which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. ASU 2014-09 replaces most existing revenue recognition guidance in GAAP. The standard's core principle is that a company will recognize revenue when it transfers promised goods or services to a customer in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. In 2015 and 2016, the FASB issued additional ASUs related to ASU 2014-09 that delayed the effective date of the guidance and clarified various aspects of the new revenue guidance, including principal versus agent considerations, identification of performance obligations, and accounting for licenses, and included other improvements and practical expedients. ASU 2014-09 is effective for public business entities for annual reporting periods beginning after December 15, 2017, including interim periods within those fiscal years. The Company adopted ASU 2014-09 beginning July 1, 2018 using the modified retrospective method for all contracts not completed as of the date of adoption. Adoption of ASU 2014-09 did not have a material effect on the results of operations, financial position or cash flows of the Company. The Company has included expanded disclosures in this report related to revenue recognition in order to comply with ASU 2014-09. See Note 23 . Adoption of ASU 2017-07 The Company adopted ASU 2017-07 on July 1, 2018 using the retrospective transition method. The adoption of this accounting standard resulted in a change in certain previously reported amounts, as follows: For the Year Ended June 30, 2018 (In thousands) As Previously Reported ASU 2017-07 Adjustments As Adjusted Cost of goods sold $ 399,502 $ (347 ) $ 399,155 Gross profit $ 207,042 $ 347 $ 207,389 Selling expenses $ 154,539 $ (1,148 ) $ 153,391 General and administrative expenses $ 47,863 $ 1,566 $ 49,429 Operating expenses $ 205,918 $ 418 $ 206,336 Income from operations $ 1,124 $ (71 ) $ 1,053 Interest expense $ (3,177 ) $ (6,580 ) $ (9,757 ) Other, net $ 1,071 $ 6,651 $ 7,722 Total other (expense) income $ (2,092 ) $ 71 $ (2,021 ) For the Year Ended June 30, 2017 (In thousands) As Previously Reported ASU 2017-07 Adjustments As Adjusted Cost of goods sold $ 354,622 $ 27 $ 354,649 Gross profit $ 186,878 $ (27 ) $ 186,851 Selling expenses $ 133,329 $ 205 $ 133,534 General and administrative expenses $ 42,933 $ 12 $ 42,945 Operating expenses $ 147,700 $ 217 $ 147,917 Income from operations $ 39,178 $ (244 ) $ 38,934 Interest expense $ (2,185 ) $ (6,416 ) $ (8,601 ) Other, net $ (1,201 ) $ 6,660 $ 5,459 Total other (expense) income $ (1,812 ) $ 244 $ (1,568 ) New Accounting Pronouncements In August 2018, the FASB issued ASU No. 2018-15, “Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract” (“ASU 2018-15”). ASU 2018-15 aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The guidance in ASU 2018-15 is effective for public business entities for annual periods beginning after December 15, 2019, and interim periods within those fiscal years, and is effective for the Company beginning July 1, 2020. Early adoption is permitted, including adoption in any interim period. The Company is currently evaluating the impact ASU 2018-15 will have on its consolidated financial statements. In August 2018, the FASB issued ASU No. 2018-14, “Compensation—Retirement Benefits—Defined Benefit Plans—General (Subtopic 715-20): Disclosure Framework—Changes to the Disclosure Requirements for Defined Benefit Plans” (“ASU 2018-14”). ASU 2018-14 modifies disclosure of other accounting and reporting requirements related to single-employer defined benefit pension or other postretirement benefit plans. The guidance in ASU 2018-14 is effective for public business entities for annual periods beginning after December 15, 2020, and is effective for the Company beginning July 1, 2021. Early adoption is permitted. The Company is currently evaluating the impact ASU 2018-14 will have on its consolidated financial statements. In August 2018, the FASB issued ASU No. 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement” (“ASU 2018-13”). ASU 2018-13 improves the effectiveness of fair value measurement disclosures and modifies the disclosure requirements on fair value measurements, including the consideration of costs and benefits. The guidance in ASU 2018-13 is effective for annual periods beginning after December 15, 2019, and interim periods within those fiscal years, and is effective for the Company beginning July 1, 2020. Early adoption is permitted. The Company is currently evaluating the impact ASU 2018-13 will have on its consolidated financial statements. In February 2018, the FASB issued ASU No. 2018-02, “Income Statement—Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income” (“ASU 2018-02”). ASU 2018-02 allows a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Act and requires certain disclosures about stranded tax effects. The guidance in ASU 2018-02 is effective for annual periods beginning after December 15, 2018, and interim periods within those fiscal years, and is effective for the Company beginning July 1, 2019 and should be applied either in the period of adoption or retrospectively. Early adoption is permitted. The Company will adopt ASU 2018-02 beginning July 1, 2019. The adoption of ASU 2018-02 will not have a material effect on the results of operations, financial position or cash flows of the Company. In January 2017, the FASB issued ASU No. 2017-04, “Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment” (“ASU 2017-04”). The amendments in ASU 2017-04 address concerns regarding the cost and complexity of the two-step goodwill impairment test, and remove the second step of the test. An entity will apply a one-step quantitative test and record the amount of goodwill impairment as the excess of a reporting unit’s carrying amount over its fair value, not to exceed the total amount of goodwill allocated to the reporting unit. ASU 2017-04 does not amend the optional qualitative assessment of goodwill impairment. The guidance in ASU 2017-04 is effective for annual and interim goodwill impairment tests in fiscal years beginning after December 15, 2019, and is effective for the Company beginning July 1, 2020. Adoption of ASU 2017-04 is not expected to have a material effect on the results of operations, financial position or cash flows of the Company. In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842)” (“ASU 2016-02”), which introduces a new lessee model that brings substantially all leases onto the balance sheet. Under the new guidance, lessees are required to recognize a lease liability, which represents the discounted obligation to make lease payments and a related right-of-use asset. In July 2018, the FASB issued ASU No. 2018-10, “Codification Improvements to Topic 842, Leases,” and ASU No. 2018-11, “Leases (Topic 842): Targeted Improvements,” which provide additional guidance to consider when implementing ASU 2016-02. For public business entities, ASU 2016-02 is effective for financial statements issued for annual periods beginning after December 15, 2018, and interim periods within those annual periods. Early application is permitted. The Company adopted the standard effective July 1, 2019, utilizing the modified retrospective transition method. The Company has completed its compilation of all leases and has preliminary concluded that the impact of the adoption of ASU 2016-02 is expected to be a recognition of right-of-use assets and lease liabilities of between $14 million and $19 million on its Consolidated Balance Sheets. The adoption is not expected to have a material impact on its Consolidated Statements of Operations or on other consolidated financial statements. The Company elected certain practical expedients provided in the guidance which allows it not to reassess whether existing contracts are or contain leases, to not reassess the lease classification of any existing leases, to not reassess initial direct costs for any existing leases, and to not separate lease components for certain asset classes. The Company also made an accounting policy to exclude leases with a term of 12 months or less. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Schedule of Changes in Accounting Principles | The adoption of this accounting standard resulted in a change in certain previously reported amounts, as follows: For the Year Ended June 30, 2018 (In thousands) As Previously Reported ASU 2017-07 Adjustments As Adjusted Cost of goods sold $ 399,502 $ (347 ) $ 399,155 Gross profit $ 207,042 $ 347 $ 207,389 Selling expenses $ 154,539 $ (1,148 ) $ 153,391 General and administrative expenses $ 47,863 $ 1,566 $ 49,429 Operating expenses $ 205,918 $ 418 $ 206,336 Income from operations $ 1,124 $ (71 ) $ 1,053 Interest expense $ (3,177 ) $ (6,580 ) $ (9,757 ) Other, net $ 1,071 $ 6,651 $ 7,722 Total other (expense) income $ (2,092 ) $ 71 $ (2,021 ) For the Year Ended June 30, 2017 (In thousands) As Previously Reported ASU 2017-07 Adjustments As Adjusted Cost of goods sold $ 354,622 $ 27 $ 354,649 Gross profit $ 186,878 $ (27 ) $ 186,851 Selling expenses $ 133,329 $ 205 $ 133,534 General and administrative expenses $ 42,933 $ 12 $ 42,945 Operating expenses $ 147,700 $ 217 $ 147,917 Income from operations $ 39,178 $ (244 ) $ 38,934 Interest expense $ (2,185 ) $ (6,416 ) $ (8,601 ) Other, net $ (1,201 ) $ 6,660 $ 5,459 Total other (expense) income $ (1,812 ) $ 244 $ (1,568 ) |
Property, Plant and Equipment | The following useful lives are used: Buildings and facilities 10 to 30 years Machinery and equipment 3 to 10 years Equipment under capital leases Shorter of term of lease or estimated useful life Office furniture and equipment 5 to 7 years Capitalized software 3 to 5 years As of June 30, (In thousands) 2019 2018 Buildings and facilities $ 107,915 $ 108,590 Machinery and equipment 248,539 231,581 Equipment under capital leases 938 1,408 Capitalized software 27,666 24,569 Office furniture and equipment 14,035 13,721 $ 399,093 $ 379,869 Accumulated depreciation (225,826 ) (209,498 ) Land 16,191 16,218 Property, plant and equipment, net $ 189,458 $ 186,589 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Jun. 30, 2019 | |
Business Acquisition [Line Items] | |
Business Acquisition, Schedule of Financial Information of Acquired Entity [Table Text Block] | The following table presents the net sales and income before taxes from the Boyd Business operations that are included in the Company’s consolidated statements of operations for the fiscal year ended June 30, 2019 and 2018 : (In thousands) For the Year Ended June 30, 2018 Net sales $ 67,385 Income before taxes $ 1,572 |
Business Acquisition, Pro Forma Information [Table Text Block] | The following table sets forth certain unaudited pro forma financial results for the Company for the fiscal years ended June 30, 2019 , 2018 and 2017 , as if the acquisition of the Boyd Business was consummated on the same terms as of the first day of the applicable fiscal year. For the Year Ended June 30, (In thousands) 2018 2017 Net sales $ 628,526 $ 636,969 (Loss) income before taxes $ (642 ) $ 36,969 |
Boyd Coffee | |
Business Acquisition [Line Items] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | The following table summarizes the final allocation of consideration transferred as of the acquisition date: (In thousands) Fair Value Estimated Useful Life (years) Cash paid $ 38,871 Holdback Cash Amount 3,150 Multiemployer Plan Holdback 1,056 Fair value of Series A Preferred Stock (14,700 shares)(1) 11,756 Fair value of Holdback Stock (6,300 shares)(1) 4,825 Estimated post-closing net working capital adjustment (8,059 ) Total consideration $ 51,599 Accounts receivable $ 7,503 Inventory 9,415 Prepaid expense and other assets 1,951 Property, plant and equipment 4,936 Goodwill 25,395 Intangible assets: Customer relationships 16,000 10 Trade name/trademark—indefinite-lived 3,100 Accounts payable (15,080 ) Other liabilities (1,621 ) Total consideration $ 51,599 ______________ (1) Fair value of Series A Preferred Stock and Holdback Stock as of the Closing Date, estimated as the sum of (a) the present value of the dividends payable thereon and (b) the stated value of the Series A Preferred Stock or Holdback Stock, as the case may be, adjusted for both the conversion premium and the discount for lack of marketability arising from conversion restrictions. |
Restructuring Plans (Tables)
Restructuring Plans (Tables) | 12 Months Ended |
Jun. 30, 2019 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Restructuring Reserve by Type of Cost | The following table sets forth the activity in liabilities associated with the DSD Restructuring Plan from the time of adoption through the fiscal year ended June 30, 2019 : (In thousands) Balances as of June 30, 2017 Additions Payments Non-Cash Settled Adjustments Balances as of Employee-related costs $ — $ 2,634 $ 2,605 $ — $ — $ 29 Other — 1,949 1,918 — (31 ) — Total $ — $ 4,583 $ 4,523 $ — $ (31 ) $ 29 The following table sets forth the expenses associated with the DSD Restructuring Plan for the fiscal year ended June 30, 2019 , 2018 and 2017 : Year Ended June 30, (In thousands) 2019 2018 2017 Employee-related costs $ 1,487 $ 612 $ 506 Other 284 429 1,205 Total $ 1,771 $ 1,041 $ 1,711 |
Derivative Instruments (Tables)
Derivative Instruments (Tables) | 12 Months Ended |
Jun. 30, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Notional Amounts of Outstanding Derivative Positions | The following table summarizes the notional volumes for the coffee-related derivative instruments held by the Company at June 30, 2019 and 2018 : As of June 30, (In thousands) 2019 2018 Derivative instruments designated as cash flow hedges: Long coffee pounds 42,113 40,913 Derivative instruments not designated as cash flow hedges: Long coffee pounds 6,070 2,546 Total 48,183 43,459 |
Schedule of Fair Values of Derivative Instruments on the Consolidated Balance Sheets | ________________ (1) Included in “Short-term derivative assets” on the Company's consolidated balance sheets. (2) Included in “Long-term derivative assets” on the Company's consolidated balance sheets. (3) Included in “Short-term liabilities” on the Company's consolidated balance sheets. (4) Included in “Other long-term liabilities” on the Company's consolidated balance sheets. |
Schedule of Pretax Effect of Derivative Instruments on Earnings and OCI | The following table presents pretax net gains and losses for the Company's derivative instruments designated as cash flow hedges, as recognized in “AOCI,” “Cost of goods sold” and “Other, net”. Year Ended June 30, Financial Statement Classification (In thousands) 2019 2018 2017 Net losses recognized in AOCI - Interest rate swap $ (1,791 ) $ — $ — AOCI Net gains recognized from AOCI to earnings - Interest rate swap $ 46 $ — $ — Interest Expense Net losses recognized in AOCI - Coffee-related $ (7,407 ) $ (8,420 ) $ (4,746 ) AOCI Net losses recognized in earnings - Coffee-related $ (9,242 ) $ (1,179 ) $ (835 ) Costs of goods sold Net gains (losses) recognized in earnings (ineffective portion) $ — $ 48 $ (456 ) Other, net |
Schedule of Net Realized and Unrealized Gains and Losses Recorded in 'Other, net' | Net gains and losses recorded in “Other, net” are as follows: Year Ended June 30, (In thousands) 2019 2018 2017 Net losses on coffee-related derivative instruments $ (2,252 ) $ (469 ) $ (1,812 ) Net gains on investments — 7 286 Net losses on derivative instruments and investments(1) (2,252 ) (462 ) (1,526 ) Non-operating pension and other postretirement benefit plans cost(2) 6,315 6,651 6,660 Other gains, net 103 1,533 325 Other, net $ 4,166 $ 7,722 $ 5,459 ___________ (1) Excludes net losses and net gains on coffee-related derivative instruments designated as cash flow hedges recorded in cost of goods sold in the fiscal years ended June 30, 2019 , 2018 and 2017 . |
Schedule of Offsetting Assets | The following table presents the Company’s net exposure from its offsetting derivative asset and liability positions, as well as cash collateral on deposit with its counterparty as of the reporting dates indicated: (In thousands) Gross Amount Reported on Balance Sheet Netting Adjustments Cash Collateral Posted Net Exposure June 30, 2019 Derivative Assets $ 2,539 $ (698 ) $ — $ 1,841 Derivative Liabilities $ 3,086 $ (698 ) $ — $ 2,388 June 30, 2018 Derivative Assets $ — $ — $ — $ — Derivative Liabilities $ 3,686 $ — $ — $ 3,686 |
Schedule of Offsetting Liabilities | The following table presents the Company’s net exposure from its offsetting derivative asset and liability positions, as well as cash collateral on deposit with its counterparty as of the reporting dates indicated: (In thousands) Gross Amount Reported on Balance Sheet Netting Adjustments Cash Collateral Posted Net Exposure June 30, 2019 Derivative Assets $ 2,539 $ (698 ) $ — $ 1,841 Derivative Liabilities $ 3,086 $ (698 ) $ — $ 2,388 June 30, 2018 Derivative Assets $ — $ — $ — $ — Derivative Liabilities $ 3,686 $ — $ — $ 3,686 |
Investments (Tables)
Investments (Tables) | 12 Months Ended |
Jun. 30, 2019 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of Investments | The following table shows gains and losses on trading securities: Year Ended June 30, (In thousands) 2018 2017 Total gains recognized from trading securities $ 7 $ 286 Less: Realized gains from sales of trading securities 7 1,909 Unrealized (losses) gains from trading securities $ — $ (1,623 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Jun. 30, 2018 | |
Fair Value Disclosures [Abstract] | |
Schedule of Assets and Liabilities Measured and Recorded at Fair Value on a Recurring Basis | Assets and liabilities measured and recorded at fair value on a recurring basis were as follows: (In thousands) Total Level 1 Level 2 Level 3 As of June 30, 2019 Derivative instruments designated as cash flow hedges: Coffee-related derivative assets(1) $ 1,925 $ — $ 1,925 $ — Coffee-related derivative liabilities(1) $ 1,127 $ — $ 1,127 $ — Interest rate swap derivative liabilities(2) $ 1,845 $ — $ 1,845 $ — Derivative instruments not designated as accounting hedges: Coffee-related derivative assets(1) $ 614 $ — $ 614 $ — Coffee-related derivative liabilities(1) $ 114 $ — $ 114 $ — (In thousands) Total Level 1 Level 2 Level 3 As of June 30, 2018 Derivative instruments designated as cash flow hedges: Coffee-related derivative liabilities(1) $ 3,467 $ — $ 3,467 $ — Derivative instruments not designated as accounting hedges: Coffee-related derivative liabilities(1) $ 219 $ — 219 $ — ____________________ (1) The Company's coffee-related derivative instruments are traded over-the-counter and, therefore, classified as Level 2. (2) The Company's interest rate swap derivative instrument are model-derived valuations with directly or indirectly observable significant inputs such as interest rate and, therefore, classified as Level 2. |
Accounts Receivable, Net (Table
Accounts Receivable, Net (Tables) | 12 Months Ended |
Jun. 30, 2019 | |
Receivables [Abstract] | |
Schedule of Accounts, Notes, Loans and Financing Receivable | As of June 30, (In thousands) 2019 2018 Trade receivables $ 53,593 $ 54,547 Other receivables(1) 2,886 4,446 Allowance for doubtful accounts (1,324 ) (495 ) Accounts receivable, net $ 55,155 $ 58,498 __________ (1)Includes vendor rebates and other non-trade receivables. |
Schedule of Allowance for Accounts and Notes Receivable | Allowance for doubtful accounts: (In thousands) Balance at June 30, 2016 $ (714 ) Provision (325 ) Write-off 318 Balance at June 30, 2017 $ (721 ) Provision (909 ) Write-off 1,530 Recoveries (395 ) Balance at June 30, 2018 $ (495 ) Provision (1,761 ) Write-off 533 Recoveries 399 Balance at June 30, 2019 $ (1,324 ) |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Jun. 30, 2019 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory, Current | As of June 30, (In thousands) 2019 2018 Coffee Processed $ 25,769 $ 26,882 Unprocessed 33,259 37,097 Total $ 59,028 $ 63,979 Tea and culinary products Processed $ 21,767 $ 32,406 Unprocessed 74 1,161 Total $ 21,841 $ 33,567 Coffee brewing equipment parts $ 7,041 $ 6,885 Total inventories $ 87,910 $ 104,431 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 12 Months Ended |
Jun. 30, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | The following useful lives are used: Buildings and facilities 10 to 30 years Machinery and equipment 3 to 10 years Equipment under capital leases Shorter of term of lease or estimated useful life Office furniture and equipment 5 to 7 years Capitalized software 3 to 5 years As of June 30, (In thousands) 2019 2018 Buildings and facilities $ 107,915 $ 108,590 Machinery and equipment 248,539 231,581 Equipment under capital leases 938 1,408 Capitalized software 27,666 24,569 Office furniture and equipment 14,035 13,721 $ 399,093 $ 379,869 Accumulated depreciation (225,826 ) (209,498 ) Land 16,191 16,218 Property, plant and equipment, net $ 189,458 $ 186,589 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Jun. 30, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of the Changes in the Carrying Value of Goodwill | The following is a summary of changes in the carrying value of goodwill (in thousands): Balance at June 30, 2017 $ 10,996 Final Purchase Price Allocation Adjustment (West Coast Coffee) (167 ) Additions (Boyd Coffee) 25,395 Balance at June 30, 2018 $ 36,224 Additions — Balance at June 30, 2019 $ 36,224 |
Schedule of Intangible Assets and Goodwill | The following is a summary of the Company’s amortized and unamortized intangible assets other than goodwill: As of June 30, Weighted Average Amortization Period as of June 30, 2019 2019 2018 (In thousands) Gross Carrying Amount Accumulated Amortization Net Gross Carrying Amount Accumulated Amortization Net Amortized intangible assets: Customer relationships 7.7 $ 33,003 $ (15,291 ) $ 17,712 $ 33,003 $ (12,903 ) $ 20,100 Non-compete agreements 2.7 220 (122 ) 98 220 (81 ) 139 Recipes 4.3 930 (354 ) 576 930 (221 ) 709 Trade name/brand name 5.3 510 (346 ) 164 510 (271 ) 239 Total amortized intangible assets $ 34,663 $ (16,113 ) $ 18,550 $ 34,663 $ (13,476 ) $ 21,187 Unamortized intangible assets: Trademarks, trade names and brand name with indefinite lives $ 10,328 $ — $ 10,328 $ 10,328 $ — $ 10,328 Total unamortized intangible assets $ 10,328 $ — $ 10,328 $ 10,328 $ — $ 10,328 Total intangible assets $ 44,991 $ (16,113 ) $ 28,878 $ 44,991 $ (13,476 ) $ 31,515 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | At June 30, 2019 , future annual amortization of finite-lived intangible assets for the years 2020 through 2024 and thereafter is estimated to be (in thousands): For the fiscal year ending: June 30, 2020 $ 2,390 June 30, 2021 2,390 June 30, 2022 2,376 June 30, 2023 2,356 June 30, 2024 2,268 Thereafter 6,770 Total $ 18,550 |
Employee Benefit Plans (Tables)
Employee Benefit Plans (Tables) | 12 Months Ended |
Jun. 30, 2019 | |
Retirement Benefits [Abstract] | |
Obligations and Funded Status of Pension Plan | Obligations and Funded Status Farmer Bros. Plan As of June 30, Brewmatic Plan As of June 30, Hourly Employees’ Plan As of June 30, Total ($ in thousands) 2019 2018 2019 2018 2019 2018 2019 2018 Change in projected benefit obligation Benefit obligation at the beginning of the year $ 137,175 $ 146,291 $ 3,724 $ 4,079 $ 4,040 $ 4,329 $ 144,939 $ 154,699 Interest cost 2,722 5,417 2,339 149 161 163 5,222 5,729 Actuarial (gain) loss (1,571 ) (5,956 ) 8,482 (227 ) 349 (370 ) 7,260 (6,553 ) Benefits paid (3,574 ) (8,577 ) (3,097 ) (277 ) (75 ) (82 ) (6,746 ) (8,936 ) Pension settlement (3,162 ) — (21,286 ) — — — (24,448 ) — Other - Plan merger $ (131,590 ) — 131,590 — — — — — Projected benefit obligation at the end of the year $ — $ 137,175 $ 121,752 $ 3,724 $ 4,475 $ 4,040 $ 126,227 $ 144,939 Change in plan assets Fair value of plan assets at the beginning of the year $ 97,211 $ 97,304 $ 3,719 $ 3,115 $ 3,629 $ 2,999 $ 104,559 $ 103,418 Actual return on plan assets (6,236 ) 5,874 9,325 201 224 198 3,313 6,273 Employer contributions 1,525 2,610 1,800 680 — 514 3,325 3,804 Benefits paid (3,574 ) (8,577 ) (3,097 ) (277 ) (75 ) (82 ) (6,746 ) (8,936 ) Pension settlement (3,162 ) — (22,100 ) — — — (25,262 ) — Other - Plan merger (85,764 ) — 85,764 — — — — — Fair value of plan assets at the end of the year $ — $ 97,211 $ 75,411 $ 3,719 $ 3,778 $ 3,629 $ 79,189 $ 104,559 Funded status at end of year (underfunded) overfunded $ — $ (39,964 ) $ (46,341 ) $ (5 ) $ (697 ) $ (411 ) $ (47,038 ) $ (40,380 ) Amounts recognized in consolidated balance sheets Non-current liabilities — (39,964 ) (46,341 ) (5 ) (697 ) (411 ) (47,038 ) (40,380 ) Total $ — $ (39,964 ) $ (46,341 ) $ (5 ) $ (697 ) $ (411 ) $ (47,038 ) $ (40,380 ) Amounts recognized in AOCI Net loss — 51,079 50,080 1,788 565 218 50,645 53,085 Total AOCI (not adjusted for applicable tax) $ — $ 51,079 $ 50,080 $ 1,788 $ 565 $ 218 $ 50,645 $ 53,085 Weighted average assumptions used to determine benefit obligations Discount rate 4.10 % 4.05 % 3.45 % 4.05 % 3.45 % 4.05 % 4.05 % 4.05 % Rate of compensation increase N/A N/A N/A N/A N/A N/A N/A N/A |
Schedule of Allocation of Plan Assets | Additional Disclosures Farmer Bros. Plan June 30, Brewmatic Plan June 30, Hourly Employees’ Plan June 30, Total ($ in thousands) 2019 2018 2019 2018 2019 2018 2019 2018 Comparison of obligations to plan assets Projected benefit obligation $ — $ 137,175 $ 121,752 $ 3,724 $ 4,475 $ 4,040 $ 126,227 $ 144,939 Accumulated benefit obligation $ — $ 137,175 $ 121,752 $ 3,724 $ 4,475 $ 4,040 $ 126,227 $ 144,939 Fair value of plan assets at measurement date $ — $ 97,211 $ 75,411 $ 3,719 $ 3,778 $ 3,629 $ 79,189 $ 104,559 Plan assets by category Equity securities $ — $ 63,547 $ 48,464 $ 2,431 $ 2,440 $ 2,341 $ 50,904 $ 68,319 Debt securities — 27,608 22,461 1,056 1,100 1,065 23,561 29,729 Real estate — 6,056 4,486 232 238 223 4,724 6,511 Total $ — $ 97,211 $ 75,411 $ 3,719 $ 3,778 $ 3,629 $ 79,189 $ 104,559 Plan assets by category Equity securities — % 66 % 64 % 66 % 65 % 65 % 64 % 65 % Debt securities — % 28 % 30 % 28 % 29 % 29 % 30 % 29 % Real estate — % 6 % 6 % 6 % 6 % 6 % 6 % 6 % Total — % 100 % 100 % 100 % 100 % 100 % 100 % 100 % Fair values of plan assets were as follows: As of June 30, 2019 (In thousands) Total Level 1 Level 2 Level 3 Investments measured at NAV Brewmatic Plan $ 75,411 $ — $ — $ — $ 75,411 Hourly Employees’ Plan $ 3,778 $ — $ — $ — $ 3,778 As of June 30, 2018 (In thousands) Total Level 1 Level 2 Level 3 Investments measured at NAV Farmer Bros. Plan $ 97,211 $ — $ — $ — $ 97,211 Brewmatic Plan $ 3,719 $ — $ — $ — $ 3,719 Hourly Employees’ Plan $ 3,629 $ — $ — $ — $ 3,629 The following is the target asset allocation for the Company's single employer pension plans— Brewmatic Plan and Hourly Employees' Plan—for fiscal 2020 : Fiscal 2020 U.S. large cap equity securities 37.0 % U.S. small cap equity securities 4.6 % International equity securities 22.4 % Debt securities 30.0 % Real estate 6.0 % Total 100.0 % |
Schedule of Expected Benefit Payments | The estimated net gain and prior service credit that will be amortized from AOCI into net periodic benefit cost in fiscal 2020 are $0.6 million and $1.6 million , respectively. (In thousands) Estimated Future Benefit Payments: Year Ending: June 30, 2020 $ 1,087 June 30, 2021 $ 1,138 June 30, 2022 $ 1,173 June 30, 2023 $ 1,220 June 30, 2024 $ 1,248 June 30, 2025 to June 30, 2029 $ 7,116 Expected Contributions: June 30, 2020 $ 1,087 The following benefit payments are expected to be paid over the next 10 fiscal years: (In thousands) Brewmatic Plan Hourly Employees’ Plan Year Ending: June 30, 2020 $ 6,720 $ 130 June 30, 2021 $ 6,550 $ 150 June 30, 2022 $ 6,770 $ 160 June 30, 2023 $ 6,940 $ 180 June 30, 2024 $ 7,060 $ 190 June 30, 2025 to June 30, 2029 $ 35,450 $ 1,100 |
Schedule of Multiemployer Plans | Contributions made by the Company to the multiemployer pension plans are as follows: (In thousands) WCTPP(1)(2)(3) All Other Plans(4) Year Ended: June 30, 2019 $ 3,634 $ 39 June 30, 2018 $ 1,605 $ 35 June 30, 2017 $ 2,114 $ 39 ____________ (1) Individually significant plan. (2) Less than 5% of total contribution to WCTPP based on WCTPP's FASB Disclosure Statement for the calendar year ended December 31, 2018. (3) The Company guarantees that one hundred seventy-three ( 173 ) hours will be contributed upon for all employees who are compensated for all available straight time hours for each calendar month. An additional 6.5% of the basic contribution must be paid for PEER or the Program for Enhanced Early Retirement. (4) Includes one plan that is not individually significant. |
Schedule of Net Benefit Costs | The following table shows the components of net periodic postretirement benefit cost for the Retiree Medical Plan and Death Benefit for the fiscal years ended June 30, 2019 , 2018 and 2017 . Net periodic postretirement benefit cost for fiscal 2019 was based on employee census information as of June 30, 2019 . Year Ended June 30, (In thousands) 2019 2018 2017 Components of Net Periodic Postretirement Benefit Cost (Credit): Service cost $ 530 $ 609 $ 760 Interest cost 887 835 829 Amortization of net gain (834 ) (841 ) (630 ) Amortization of prior service credit (1,757 ) (1,757 ) (1,757 ) Net periodic postretirement benefit (credit) cost $ (1,174 ) $ (1,154 ) $ (798 ) |
Schedule of Defined Benefit Plan Amounts Recognized in Other Comprehensive Income (Loss) | Year Ended June 30, (In thousands) 2019 2018 Other Changes in Plan Assets and Benefit Obligations Recognized in OCI: Unrecognized actuarial gains (loss) $ 2,010 $ (70 ) Amortization of net loss 835 840 Amortization of prior service cost 1,757 1,757 Total recognized in OCI 4,602 2,527 Net periodic benefit cost (1,174 ) (1,154 ) Total recognized in net periodic benefit credit and OCI $ 3,428 $ 1,373 Components of Net Periodic Benefit Cost and Other Changes Recognized in Other Comprehensive Income (Loss) (OCI) Farmer Bros. Plan June 30, Brewmatic Plan June 30, Hourly Employees’ Plan June 30, Total ($ in thousands) 2019 2018 2019 2018 2019 2018 2019 2018 Components of net periodic benefit cost Interest cost 2,722 5,417 2,339 149 161 163 5,222 5,729 Expected return on plan assets (2,767 ) (5,490 ) (2,257 ) (161 ) (222 ) (173 ) (5,246 ) (5,824 ) Amortization of net loss 710 1,588 796 80 — 6 1,506 1,674 Pension settlement charge 1,356 — 9,586 — — — 10,942 — Net periodic benefit cost $ 2,021 $ 1,515 $ 10,464 $ 68 $ (61 ) $ (4 ) $ 12,424 $ 1,579 Other changes recognized in OCI Net loss $ 7,433 $ (6,340 ) $ 1,413 $ (267 ) $ 347 $ (394 ) $ 9,193 $ (7,001 ) Prior service cost (credit) — — — — — — — — Amortization of net loss (710 ) (1,588 ) (796 ) (80 ) — (6 ) (1,506 ) (1,674 ) Pension settlement charge (1,356 ) — (9,586 ) — — — (10,942 ) — Allocation of net Loss - Plan merger (56,446 ) — 56,446 — — — — — Net loss due to annuity purchase — — 814 — — — 814 — Total recognized in OCI $ (51,079 ) $ (7,928 ) $ 48,291 $ (347 ) $ 347 $ (400 ) $ (2,441 ) $ (8,675 ) Total recognized in net periodic benefit cost and OCI $ (49,058 ) $ (6,413 ) $ 58,755 $ (279 ) $ 286 $ (404 ) $ 9,983 $ (7,096 ) Weighted-average assumptions used to determine net periodic benefit cost Discount rate 4.05 % 3.80 % 4.10 % 3.80 % 4.05 % 3.80 % 4.05 % 3.80 % Expected long-term return on plan assets — % 6.75 % 6.75 % 6.75 % 6.75 % 6.75 % 6.75 % 6.75 % Rate of compensation increase N/A N/A N/A N/A N/A N/A N/A N/A The following tables provide a reconciliation of the benefit obligation and plan assets: As of June 30, (In thousands) 2019 2018 Change in Benefit Obligation: Projected postretirement benefit obligation at beginning of year $ 21,283 $ 20,680 Service cost 530 609 Interest cost 887 835 Participant contributions 605 699 Actuarial gains (losses) 2,010 (70 ) Benefits paid (1,223 ) (1,470 ) Projected postretirement benefit obligation at end of year $ 24,092 $ 21,283 Year Ended June 30, (In thousands) 2019 2018 Change in Plan Assets: Fair value of plan assets at beginning of year $ — $ — Employer contributions 618 771 Participant contributions 605 699 Benefits paid (1,223 ) (1,470 ) Fair value of plan assets at end of year $ — $ — Projected postretirement benefit obligation at end of year 24,092 21,283 Funded status of plan $ (24,092 ) $ (21,283 ) June 30, (In thousands) 2019 2018 Amounts Recognized in the Consolidated Balance Sheets Consist of: Current liabilities $ (1,068 ) $ (810 ) Non-current liabilities (23,024 ) (20,473 ) Total $ (24,092 ) $ (21,283 ) Year Ended June 30, (In thousands) 2019 2018 Amounts Recognized in AOCI Consist of: Net gain $ (5,160 ) $ (8,005 ) Prior service credit (6,936 ) (8,693 ) Total AOCI $ (12,096 ) $ (16,698 ) |
Postretrement Prior Service Cost | The tables below show the remaining bases for the transition (asset) obligation, prior service cost (credit), and the calculation of the amortizable gain or loss. Amortization Schedule Transition (Asset) Obligation: The transition (asset) obligations have been fully amortized. Prior service cost (credit)-Medical only ($ in thousands): Date Established Balance at July 1, 2019 Annual Amortization Years Remaining January 1, 2008 $ (41 ) $ 41 0.2 July 1, 2012 (6,895 ) 1,527 4.5 $ (6,936 ) $ 1,568 Retiree Medical Plan Death Benefit Year Ended June 30, Year Ended June 30, ($ in thousands) 2019 2018 2019 2018 Amortization of Net (Gain) Loss: Net (gain) loss as of July 1 $ (7,039 ) $ (9,206 ) $ 1,878 $ 1,201 Net (gain) loss subject to amortization (7,039 ) (9,206 ) 1,878 1,201 Corridor (10% of greater of APBO or assets) 1,490 1,280 919 (848 ) Net (gain) loss in excess of corridor $ (5,549 ) $ (7,926 ) $ 2,797 $ 353 Amortization years 8.6 8.9 6.5 6.4 |
Schedule of Effect of One-Percentage-Point Change in Assumed Health Care Cost Trend Rates | A one percentage point change in assumed health care cost trend rates would have the following effects in fiscal 2020 : 1-Percentage Point (In thousands) Increase Decrease Effect on total of service and interest cost components $ 67 $ (58 ) Effect on accumulated postretirement benefit obligation $ 814 $ (745 ) |
Employee Stock Ownership Plan (
Employee Stock Ownership Plan (Tables) | 12 Months Ended |
Jun. 30, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Employee Stock Ownership Plan (ESOP) Disclosures | As of June 30, 2019 2018 2017 Loan amount (in thousands) $— $2,145 $4,289 |
Schedule of Share-based Compensation, Employee Stock Purchase Plan, Activity | As of June 30, 2019 2018 Allocated shares 1,393,530 1,502,323 Committed to be released shares — 73,826 Unallocated shares — 72,114 Total ESOP shares 1,393,530 1,648,263 (In thousands) Fair value of ESOP shares $ 22,812 $ 50,354 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 12 Months Ended |
Jun. 30, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity | The following table summarizes restricted stock activity for the year ended June 30, 2019 : Outstanding and Nonvested Restricted Stock Awards: Shares Awarded Weighted Average Grant Date Fair Value ($) Outstanding at June 30, 2018 14,958 33.48 Granted 30,352 20.8 Exercised/Released (13,254 ) 33.7 Cancelled/Forfeited — — Outstanding and nonvested at June 30, 2019 32,056 21.1 |
NQOs | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | Following are the assumptions used in the Black-Scholes valuation model for NQOs granted on the date of the grant during the fiscal years ended June 30, 2019 , 2018 and 2017 : Year Ended June 30, 2019 2018 2017 Weighted average fair value of NQOs $ 7.78 $ 10.41 $ — Risk-free interest rate 3.0 % 2.0 % — % Dividend yield — % — % — % Average expected term 4.6 years 4.6 years 0 Expected stock price volatility 29.6 % 35.4 % — % |
NQOs | Vested | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of Share-based Compensation, Stock Options, Activity | The following table summarizes NQO activity for the year ended June 30, 2019 : Outstanding NQOs: Number of NQOs Weighted Average Exercise Price ($) Weighted Average Remaining Life (Years) Aggregate Intrinsic Value ($ in thousands) Outstanding at June 30, 2018 161,324 26.82 5.1 741 Granted 154,263 25.04 — — Exercised (28,798 ) 11.32 — 466 Forfeited (87,861 ) 27.53 — — Expired (879 ) 31.70 — — Outstanding at June 30, 2019 198,049 27.35 5.25 40 Exercisable at June 30, 2019 50,229 27.72 2.93 40 |
PNQs | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | Following are the assumptions used in the Black-Scholes valuation model for PNQs granted during the fiscal year ended, June 30, 2017 , (PNQ shares were not granted during the fiscal years ended June 30, 2019 and 2018 ): Year Ended June 30, 2017 Weighted average fair value of PNQs $ 11.42 Risk-free interest rate 1.5 % Dividend yield — % Average expected term 4.9 years Expected stock price volatility 37.7 % |
Schedule of Share-based Compensation, Stock Options, Activity | The following table summarizes PNQ activity for the year ended June 30, 2019 : Outstanding PNQs: Number of PNQs Weighted Average Exercise Price ($) Weighted Average Remaining Life (Years) Aggregate Intrinsic Value ($ in thousands) Outstanding at June 30, 2018 300,708 27.08 4.0 1,207 Granted — — — — Exercised (5,806 ) 22.70 — — Forfeited (50,451 ) 31.45 — — Expired (14,490 ) 27.50 — — Outstanding at June 30, 2019 229,961 26.21 1.23 — Exercisable at June 30, 2019 203,021 25.48 0.86 — |
Other Current Liabilities (Tabl
Other Current Liabilities (Tables) | 12 Months Ended |
Jun. 30, 2019 | |
Payables and Accruals [Abstract] | |
Schedule of Other Current Liabilities | Other current liabilities consist of the following: As of June 30, (In thousands) 2019 2018 Accrued postretirement benefits $ 1,068 $ 810 Accrued workers’ compensation liabilities 1,495 1,698 Short-term pension liabilities(1) — 3,761 Earnout payable(2) 1,000 600 Working capital dispute payable(3) 354 — Other(4) 3,392 3,790 Other current liabilities $ 7,309 $ 10,659 ___________ (1) Amount recorded at June 30, 2018 represents the present value of the Company’s estimated withdrawal liability under the Local 807 Pension Fund, which was settled as of December 31, 2018. (2) Represents the estimated fair value of earnout payable in connection with the Company’s acquisition of substantially all of the assets of West Coast Coffee completed on February 7, 2017. |
Other Long-Term Liabilities (Ta
Other Long-Term Liabilities (Tables) | 12 Months Ended |
Jun. 30, 2019 | |
Other Liabilities Disclosure [Abstract] | |
Other Long-Term Liabilities | Other long-term liabilities include the following: As of June 30, (In thousands) 2019 2018 Long-term obligations under capital leases $ (2 ) $ 58 Derivative liabilities—noncurrent 1,612 386 Multiemployer Plan Holdback—Boyd Coffee (1) — 1,056 Cumulative preferred dividends, undeclared and unpaid—noncurrent 618 312 Deferred income taxes (2) 1,795 — Other long-term liabilities $ 4,023 $ 1,812 ___________ (1) On January 8, 2019, Boyd Coffee notified the Company of the assessment of $0.5 million in withdrawal liability against the Seller, which the Company timely paid from the Multiemployer Plan Holdback during the three months ended March 31, 2019. The Company has applied the remaining amount of the Multiemployer Plan Holdback of $0.5 million towards satisfaction of the Seller’s post-closing net working capital deficiency under the Asset Purchase Agreement as of June 30, 2019. (2) Represents deferred tax liabilities that have an indefinite reversal pattern. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Jun. 30, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) | The current and deferred components of the provision for income taxes consist of the following: For the Years Ended June 30, (In thousands) 2019 2018 2017 Current: Federal $ (1,774 ) $ 101 $ 132 State 231 56 340 Total current income tax (benefit) expense (1,543 ) 157 472 Deferred: Federal 30,618 17,090 12,120 State 11,036 65 2,223 Total deferred income tax expense 41,654 17,155 14,343 Income tax expense $ 40,111 $ 17,312 $ 14,815 |
Schedule of Effective Income Tax Rate Reconciliation | A reconciliation of income tax expense to the federal statutory tax rate is as follows: For the Years Ended June 30, (In thousands) 2019 2018 2017 Statutory tax rate 21 % 28 % 35 % Income tax (benefit) expense at statutory rate $ (7,032 ) $ (272 ) $ 13,078 State income tax (benefit) expense, net of federal tax benefit (1,295 ) 12 1,707 Dividend income exclusion — — (134 ) Valuation allowance 50,123 283 (14 ) Change in tax rate 124 18,022 (54 ) Retiree life insurance — 19 1 Other (net) (1,809 ) (752 ) 231 Income tax expense $ 40,111 $ 17,312 $ 14,815 |
Schedule of Deferred Tax Assets and Liabilities | The primary components of the temporary differences which give rise to the Company’s net deferred tax assets (liabilities) are as follows: As of June 30, (In thousands) 2019 2018 Deferred tax assets: Postretirement benefits $ 20,775 $ 18,862 Accrued liabilities 5,042 4,754 Net operating loss carryforwards 37,768 32,552 Other 5,950 6,728 Total deferred tax assets 69,535 62,896 Deferred tax liabilities: Fixed assets (15,562 ) (16,156 ) Other (3,749 ) (5,536 ) Total deferred tax liabilities (19,311 ) (21,692 ) Valuation allowance (52,019 ) (1,896 ) Net deferred tax assets (liabilities) $ (1,795 ) $ 39,308 |
Net (Loss) Income Per Common _2
Net (Loss) Income Per Common Share (Tables) | 12 Months Ended |
Jun. 30, 2019 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings (Loss) Per Common Share, Basic and Diluted | The following table presents the computation of basic and diluted earnings per common share: For the Years Ended June 30, (In thousands, except share and per share amounts) 2019 2018 2017 Undistributed net (loss) income available to common stockholders $ (74,054 ) $ (18,652 ) $ 22,524 Undistributed net (loss) income available to nonvested restricted stockholders and holders of convertible preferred stock (76 ) (17 ) 27 Net (loss) income available to common stockholders—basic $ (74,130 ) $ (18,669 ) $ 22,551 Weighted average common shares outstanding—basic 16,996,354 16,815,020 16,668,745 Effect of dilutive securities: Shares issuable under stock options — — 117,007 Weighted average common shares outstanding—diluted 16,996,354 16,815,020 16,785,752 Net (loss) income per common share available to common stockholders—basic $ (4.36 ) $ (1.11 ) $ 1.35 Net (loss) income per common share available to common stockholders—diluted $ (4.36 ) $ (1.11 ) $ 1.34 The following table summarizes anti-dilutive securities excluded from the computation of diluted net income (loss) per common share for the periods indicated: For the Years Ended June 30, (In thousands) 2019 2018 2017 Shares issuable under stock options — 462,032 24,671 Shares issuable under convertible preferred stock 407,734 393,769 — Shares issuable under PBRSUs — 35,732 — |
Preferred Stock (Tables)
Preferred Stock (Tables) | 12 Months Ended |
Jun. 30, 2019 | |
Equity [Abstract] | |
Schedule of Series A Preferred Stock | At June 30, 2019 , Series A Preferred Stock consisted of the following: (In thousands, except share and per share amounts) Shares Authorized Shares Issued and Outstanding Stated Value per Share Carrying Value Cumulative Preferred Dividends, Undeclared and Unpaid Liquidation Preference 21,000 14,700 $ 1,063 15,624 $ 924 $ 15,624 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Jun. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contractual Obligation, Fiscal Year Maturity Schedule | The minimum annual payments under operating leases are as follows: (In thousands) Operating Year Ended June 30, 2020 $ 4,434 2021 3,238 2022 2,472 2023 2,131 2024 2,025 Thereafter 4,389 Total $ 18,689 Capital Leases (In thousands) Capital Year Ended June 30, 2020 $ 36 2021 1 Total minimum lease payments 37 Less: imputed interest (2 ) Present value of future minimum lease payments 35 Less: current portion 34 Long-term capital lease obligations $ 1 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 12 Months Ended |
Jun. 30, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | In accordance with ASC Topic 606, the Company disaggregates net sales from contracts with customers based on the characteristics of the products sold: For the Years Ended June 30, 2019 2018 2017 (In thousands) $ % of total $ % of total $ % of total Net Sales by Product Category: Coffee (Roasted) $ 378,583 63.5 % $ 379,951 62.6 % $ 339,358 62.7 % Coffee (Frozen Liquid) 34,541 5.8 % 34,794 5.7 % 32,827 6.1 % Tea (Iced & Hot) 33,109 5.6 % 32,477 5.4 % 29,256 5.4 % Culinary 64,100 10.8 % 64,432 10.6 % 55,592 10.3 % Spice 24,101 4.0 % 25,150 4.2 % 24,895 4.6 % Other beverages(1) 58,367 9.8 % 66,699 11.0 % 56,653 10.4 % Net sales by product category 592,801 99.5 % 603,503 99.5 % 538,581 99.5 % Fuel surcharge 3,141 0.5 % 3,041 0.5 % 2,919 0.5 % Net sales $ 595,942 100.0 % $ 606,544 100.0 % $ 541,500 100.0 % ____________ (1) Includes all beverages other than roasted coffee, frozen liquid coffee, and iced and hot tea, including cappuccino, cocoa, granitas, and concentrated and ready-to drink cold brew and iced coffee. |
Selected Quarterly Financial _2
Selected Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended |
Jun. 30, 2019 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Quarterly Financial Information | The Company's quarterly operating results may fluctuate significantly as a result of a variety of factors, and operating results for any fiscal quarter are not necessarily indicative of results for a full fiscal year or future fiscal quarters. For The Three Months Ended September 30, December 31, March 31, June 30, (In thousands, except per share data) Net sales $ 147,440 $ 159,773 $ 146,679 $ 142,050 Cost of goods sold $ 99,205 $ 106,529 $ 106,779 $ 104,327 Gross profit $ 48,235 $ 53,244 $ 39,900 $ 37,723 Selling expenses $ 37,310 $ 39,591 $ 34,422 $ 28,324 (Loss) income from operations $ (2,078 ) $ 502 $ (6,102 ) $ (7,024 ) Net loss $ (2,986 ) $ (10,100 ) $ (51,749 ) $ (8,760 ) Net loss available to common stockholders per common share—basic $ (0.18 ) $ (0.60 ) $ (3.05 ) $ (0.52 ) Net loss available to common stockholders per common share—diluted $ (0.18 ) $ (0.60 ) $ (3.05 ) $ (0.52 ) For The Three Months Ended September 30, December 31, March 31, June 30, As Previously Reported Retrospectively Adjusted As Previously Reported Retrospectively Adjusted As Previously Reported Retrospectively Adjusted As Previously Reported Retrospectively Adjusted (In thousands, except per share data) Net sales $ 131,713 $ 131,713 $ 167,366 $ 167,366 $ 157,927 $ 157,927 $ 149,538 $ 149,538 Cost of goods sold $ 85,672 $ 85,630 $ 111,175 $ 111,089 $ 105,716 $ 105,629 $ 96,939 $ 96,806 Gross profit $ 46,041 $ 46,083 $ 56,191 $ 56,277 $ 52,211 $ 52,298 $ 52,599 $ 52,732 Selling expenses $ 32,828 $ 32,856 $ 42,414 $ 42,127 $ 38,041 $ 37,754 $ 41,256 $ 40,655 Income from operations $ 1,862 $ 1,845 $ 28 $ 10 $ (2,767 ) $ (2,785 ) $ 2,001 $ 1,984 Net income (loss) $ 840 $ 841 $ (17,060 ) $ (17,060 ) $ (2,193 ) $ (2,193 ) $ 133 $ 133 Net income (loss) available to common stockholders per common share—basic $ 0.05 $ 0.05 $ (1.03 ) $ (1.03 ) $ (0.14 ) $ (0.14 ) $ — $ — Net income (loss) available to common stockholders per common share—diluted $ 0.05 $ 0.05 $ (1.03 ) $ (1.03 ) $ (0.14 ) $ (0.14 ) $ — $ — |
Introduction and Basis of Pre_2
Introduction and Basis of Presentation (Details) | 12 Months Ended |
Jun. 30, 2019warehouseroutesegment | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of operating segments | segment | 1 |
Number of delivery routes (in route) | route | 380 |
Branch Warehouses | |
Real Estate Properties | |
Number of warehouses (in warehouse) | warehouse | 104 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||||
Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2017 | Jul. 01, 2019 | |
Property, Plant and Equipment | |||||||||||||
Defined contribution plan, employer matching contribution, percent of eligible income | 6.00% | ||||||||||||
Cost of goods sold | $ 104,327 | $ 106,779 | $ 96,806 | $ 106,529 | $ 99,205 | $ 105,629 | $ 111,089 | $ 85,630 | $ 416,840 | $ 399,155 | $ 354,649 | ||
Selling expenses | 28,324 | $ 34,422 | 40,655 | $ 39,591 | $ 37,310 | $ 37,754 | $ 42,127 | $ 32,856 | $ 139,647 | $ 153,391 | $ 133,534 | ||
Concentration risk (percent) | 100.00% | 100.00% | 100.00% | ||||||||||
Undiscounted workers' compensation liability | 6,300 | 7,100 | $ 6,300 | $ 7,100 | |||||||||
Reinsurance recoveries | 900 | 900 | 900 | 900 | |||||||||
Liability for Claims and Claims Adjustment Expense | 1,000 | 1,700 | $ 1,000 | 1,700 | |||||||||
Cash [Member] | |||||||||||||
Property, Plant and Equipment | |||||||||||||
Letter of credit posted as security deposit | 1,400 | 2,300 | |||||||||||
Security Deposit - Letter of Credit | |||||||||||||
Property, Plant and Equipment | |||||||||||||
Letter of credit posted as security deposit | 2,300 | 2,000 | |||||||||||
Workforce Subject to Collective Bargaining Arrangements | |||||||||||||
Property, Plant and Equipment | |||||||||||||
Concentration risk (percent) | 28.00% | ||||||||||||
Health Insurance Product Line | |||||||||||||
Property, Plant and Equipment | |||||||||||||
Self Insurance Reserve | 1,600 | 900 | $ 1,600 | $ 900 | |||||||||
Coffee Brewing Equipment and Service | |||||||||||||
Property, Plant and Equipment | |||||||||||||
Cost of goods sold | 33,900 | 30,200 | $ 26,300 | ||||||||||
Shipping and Handling [Member] | |||||||||||||
Property, Plant and Equipment | |||||||||||||
Selling expenses | $ 11,400 | $ 11,900 | $ 10,700 | ||||||||||
Building and Facilities | Maximum | |||||||||||||
Property, Plant and Equipment | |||||||||||||
Property, plant and equipment useful life | 30 years | ||||||||||||
Building and Facilities | Minimum | |||||||||||||
Property, Plant and Equipment | |||||||||||||
Property, plant and equipment useful life | 10 years | ||||||||||||
Machinery and Equipment | Maximum | |||||||||||||
Property, Plant and Equipment | |||||||||||||
Property, plant and equipment useful life | 10 years | ||||||||||||
Machinery and Equipment | Minimum | |||||||||||||
Property, Plant and Equipment | |||||||||||||
Property, plant and equipment useful life | 3 years | ||||||||||||
Office Furniture and Equipment | Maximum | |||||||||||||
Property, Plant and Equipment | |||||||||||||
Property, plant and equipment useful life | 7 years | ||||||||||||
Office Furniture and Equipment | Minimum | |||||||||||||
Property, Plant and Equipment | |||||||||||||
Property, plant and equipment useful life | 5 years | ||||||||||||
Capitalized Software Costs | Maximum | |||||||||||||
Property, Plant and Equipment | |||||||||||||
Property, plant and equipment useful life | 5 years | ||||||||||||
Capitalized Software Costs | Minimum | |||||||||||||
Property, Plant and Equipment | |||||||||||||
Property, plant and equipment useful life | 3 years | ||||||||||||
Accounting Standards Update 2016-02 [Member] | |||||||||||||
Property, Plant and Equipment | |||||||||||||
Operating Lease, Right-of-Use Asset | $ 14,000 | ||||||||||||
Operating Lease, Liability | $ 19,000 | ||||||||||||
Five Customers [Member] | |||||||||||||
Property, Plant and Equipment | |||||||||||||
Concentration risk (percent) | 28.00% | 20.00% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Accounting Changes (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2017 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||||
Cost of goods sold | $ 104,327 | $ 106,779 | $ 96,806 | $ 106,529 | $ 99,205 | $ 105,629 | $ 111,089 | $ 85,630 | $ 416,840 | $ 399,155 | $ 354,649 |
Gross profit | 37,723 | 39,900 | 52,732 | 53,244 | 48,235 | 52,298 | 56,277 | 46,083 | 179,102 | 207,389 | 186,851 |
Selling expenses | 28,324 | 34,422 | 40,655 | 39,591 | 37,310 | 37,754 | 42,127 | 32,856 | 139,647 | 153,391 | 133,534 |
General and administrative expenses | 48,959 | 49,429 | 42,945 | ||||||||
Operating expenses | 193,804 | 206,336 | 147,917 | ||||||||
Income (loss) from operations | $ (7,024) | $ (6,102) | 1,984 | $ 502 | $ (2,078) | (2,785) | 10 | 1,845 | (14,702) | 1,053 | 38,934 |
Interest expense | (12,000) | (9,757) | (8,601) | ||||||||
Other, net | 4,166 | 7,722 | 5,459 | ||||||||
Total other (expense) income | $ (18,782) | (2,021) | (1,568) | ||||||||
Restatement Adjustment | |||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||||
Cost of goods sold | (347) | 27 | |||||||||
Gross profit | 347 | (27) | |||||||||
Selling expenses | (1,148) | 205 | |||||||||
General and administrative expenses | 1,566 | 12 | |||||||||
Operating expenses | 418 | 217 | |||||||||
Income (loss) from operations | (71) | (244) | |||||||||
Interest expense | (6,580) | (6,416) | |||||||||
Other, net | 6,651 | 6,660 | |||||||||
Total other (expense) income | 71 | 244 | |||||||||
As Previously Reported | |||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||||
Cost of goods sold | 96,939 | 105,716 | 111,175 | 85,672 | 399,502 | 354,622 | |||||
Gross profit | 52,599 | 52,211 | 56,191 | 46,041 | 207,042 | 186,878 | |||||
Selling expenses | 41,256 | 38,041 | 42,414 | 32,828 | 154,539 | 133,329 | |||||
General and administrative expenses | 47,863 | 42,933 | |||||||||
Operating expenses | 205,918 | 147,700 | |||||||||
Income (loss) from operations | $ 2,001 | $ (2,767) | $ 28 | $ 1,862 | 1,124 | 39,178 | |||||
Interest expense | (3,177) | (2,185) | |||||||||
Other, net | 1,071 | (1,201) | |||||||||
Total other (expense) income | $ (2,092) | $ (1,812) |
Acquisitions (Details)
Acquisitions (Details) $ in Thousands | Oct. 02, 2017USD ($)shares | Feb. 07, 2017USD ($)ft² | Jun. 30, 2019USD ($)shares | Mar. 31, 2019USD ($) | Jun. 30, 2018USD ($) | Dec. 31, 2017USD ($) | Sep. 30, 2017USD ($) | Mar. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Sep. 30, 2016USD ($) | Jun. 30, 2019USD ($)shares | Jun. 30, 2018USD ($) | Jun. 30, 2017USD ($) | Jan. 09, 2019USD ($) | Jan. 08, 2019USD ($) |
Business Acquisition [Line Items] | |||||||||||||||
Business Acquisition, Pro Forma Revenue | $ 628,526 | $ 636,969 | |||||||||||||
Net sales | $ 142,050 | $ 146,679 | $ 149,538 | $ 159,773 | $ 147,440 | $ 157,927 | $ 167,366 | $ 131,713 | $ 595,942 | 606,544 | 541,500 | ||||
Consideration for Boyd Coffee acquisition | 11,572 | ||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | |||||||||||||||
Goodwill | 36,224 | 36,224 | 36,224 | 36,224 | 10,996 | ||||||||||
Business Combination, Separately Recognized Transactions, Expenses and Losses Recognized | 3,700 | 25,400 | |||||||||||||
Finite-lived intangible assets, accumulated amortization | 16,113 | 13,476 | 16,113 | 13,476 | |||||||||||
Cash paid, net of cash acquired | $ 0 | 39,608 | 25,853 | ||||||||||||
Business Combination, Provisional Information, Initial Accounting Incomplete, Nature of Adjustments | -218 | ||||||||||||||
Multiemployer Plans, Withdrawal Obligation, Assessment | 500 | $ 500 | $ 500 | $ 500 | |||||||||||
Business Acquisition, Pro Forma Information, Earnings Before Taxes | (642) | 36,969 | |||||||||||||
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Noncontrolling Interest | (33,484) | (968) | 37,366 | ||||||||||||
Trade Secrets | |||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | |||||||||||||||
Finite-lived intangible assets, accumulated amortization | 354 | 221 | 354 | 221 | |||||||||||
Noncompete Agreements | |||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | |||||||||||||||
Finite-lived intangible assets, accumulated amortization | 122 | 81 | 122 | 81 | |||||||||||
Customer Relationships | |||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | |||||||||||||||
Finite-lived intangible assets, accumulated amortization | 15,291 | 12,903 | 15,291 | 12,903 | |||||||||||
Trademarks and Trade Names | |||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | |||||||||||||||
Finite-lived intangible assets, accumulated amortization | 346 | $ 271 | 346 | 271 | |||||||||||
West Coast Coffee, Inc. | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Business Combination, Consideration Transferred, Including Earnout Liability | $ 15,500 | ||||||||||||||
Payments to acquire business | 14,700 | ||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | |||||||||||||||
Goodwill | 7,600 | ||||||||||||||
Working capital adjustments | 1,200 | ||||||||||||||
Fair value of contingent consideration | 1,000 | ||||||||||||||
Business Combination, Contingent Consideration, Liability, Noncurrent | $ 1,000 | 1,000 | |||||||||||||
Business Acquisition, Transaction Costs | 300 | ||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | $ 7,900 | ||||||||||||||
Boyd Coffee | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Net sales | 67,385 | ||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Accounts Payable | $ (15,080) | ||||||||||||||
Business Combination, Acquisition Related Costs | 6,100 | 7,600 | |||||||||||||
Consideration for Boyd Coffee acquisition | 51,599 | ||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | |||||||||||||||
Total Consideration | $ 4,936 | ||||||||||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 10 years | ||||||||||||||
Goodwill | $ 25,395 | ||||||||||||||
Cash paid, net of cash acquired | 38,871 | ||||||||||||||
Business Combination, Acquired Receivable, Fair Value | 7,503 | ||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Inventory | 9,415 | ||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Prepaid Expense and Other Assets | 1,951 | ||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net | 51,599 | ||||||||||||||
Earnout payable—RLC acquisition | 3,150 | ||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Other | $ (1,621) | ||||||||||||||
Consideration for Boyd Coffee acquisition (shares) | shares | 14,700 | ||||||||||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | $ 11,756 | 2,300 | |||||||||||||
Non-cash post-closing working capital adjustment—Boyd Coffee acquisition | 1,056 | 2,277 | 1,056 | $ 0 | |||||||||||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Financial Assets | (8,059) | $ 6,300 | |||||||||||||
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Noncontrolling Interest | $ 1,572 | ||||||||||||||
Boyd Coffee | Customer Relationships | |||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | |||||||||||||||
Finite-lived intangible assets | 16,000 | ||||||||||||||
Boyd Coffee | Trademarks and Trade Names | |||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | |||||||||||||||
Finite-lived intangible assets | $ 3,100 | ||||||||||||||
Hillsboro, OR [Member] | West Coast Coffee, Inc. | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Area of real estate property | ft² | 20,400 | ||||||||||||||
Other Property [Member] | West Coast Coffee, Inc. | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Area of real estate property | ft² | 24,150 | ||||||||||||||
Series A Preferred Stock | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Preferred stock, issued (in shares) | shares | 14,700 | 14,700 | 14,700 | ||||||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | |||||||||||||||
Number of shares the holder may convert beginning October 2, 2019 | shares | 6,300 | ||||||||||||||
Series A Preferred Stock | Boyd Coffee | |||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | |||||||||||||||
Earnout payable—RLC acquisition | $ 4,825 | ||||||||||||||
Convertible Preferred Stock, Shares Cancelled | shares | 4,630 | 4,630 | |||||||||||||
Convertible Preferred Stock, Shares Reserved for Future Issuance | shares | 6,300 | 1,670 | 1,670 |
Restructuring Plans (Details)
Restructuring Plans (Details) $ in Thousands | Feb. 21, 2017USD ($) | Feb. 05, 2015 | Jun. 30, 2019USD ($) | Jun. 30, 2018USD ($) | Jun. 30, 2017USD ($) | Jun. 30, 2019USD ($) | Sep. 30, 2018USD ($) |
Corporate Relocation Plan | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring, number of positions affected | 350 | ||||||
Restructuring charges | $ 3,400 | ||||||
Restructuring charges incurred to date | 35,200 | $ 35,200 | |||||
DSD Restructuring Plan | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring charges | 1,771 | $ 1,041 | $ 1,711 | 4,583 | |||
Restructuring charges settled without cash | 0 | ||||||
Restructuring non-cash rent expense | $ 4,500 | 4,523 | |||||
Restructuring reserve | 29 | 0 | 29 | ||||
Employee-related | Corporate Relocation Plan | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring non-cash rent expense | $ 17,400 | ||||||
Employee-related | DSD Restructuring Plan | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring charges | 1,487 | 612 | 506 | 2,634 | |||
Restructuring charges settled without cash | 0 | ||||||
Restructuring non-cash rent expense | 2,300 | 2,605 | |||||
Restructuring reserve | 29 | 0 | 29 | ||||
Withdrawal from Multiemployer Defined Benefit Plan [Member] | Corporate Relocation Plan | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring non-cash rent expense | 3,400 | ||||||
Facility Closing | Corporate Relocation Plan | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring depreciation expense | 2,300 | ||||||
Restructuring non-cash rent expense | 7,000 | ||||||
Other Restructuring | Corporate Relocation Plan | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring non-cash rent expense | $ 7,400 | ||||||
Sale-leaseback transaction, rent expense, noncash | 1,400 | ||||||
Other Restructuring | DSD Restructuring Plan | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring charges | 284 | $ 429 | 1,205 | 1,949 | |||
Restructuring charges settled without cash | 0 | ||||||
Restructuring non-cash rent expense | $ 2,200 | 1,918 | |||||
Restructuring reserve | 0 | $ 0 | 0 | ||||
WCTPP | Employee-related | Corporate Relocation Plan | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Multiemployer Plans, Withdrawal Obligation, Amount Paid | 1,900 | 1,900 | |||||
Multiemployer Plans, Withdrawal Obligation, Amount Outstanding | $ 1,500 | $ 1,500 |
Restructuring Plans - Restructu
Restructuring Plans - Restructuring Activity (Details) - DSD Restructuring Plan - USD ($) $ in Thousands | Feb. 21, 2017 | Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2019 |
Restructuring Reserve | |||||
Restructuring Reserve-Beginning Balance | $ 0 | $ 0 | |||
Additions | $ 1,771 | 1,041 | $ 1,711 | 4,583 | |
Payments | $ 4,500 | 4,523 | |||
Non-Cash Settled | 0 | ||||
Adjustments | (31) | ||||
Restructuring Reserve-Ending Balance | 29 | 0 | 29 | ||
Employee-related costs | |||||
Restructuring Reserve | |||||
Restructuring Reserve-Beginning Balance | 0 | 0 | |||
Additions | 1,487 | 612 | 506 | 2,634 | |
Payments | 2,300 | 2,605 | |||
Non-Cash Settled | 0 | ||||
Adjustments | 0 | ||||
Restructuring Reserve-Ending Balance | 29 | 0 | 29 | ||
Other | |||||
Restructuring Reserve | |||||
Restructuring Reserve-Beginning Balance | 0 | 0 | |||
Additions | 284 | $ 429 | 1,205 | 1,949 | |
Payments | $ 2,200 | 1,918 | |||
Non-Cash Settled | 0 | ||||
Adjustments | (31) | ||||
Restructuring Reserve-Ending Balance | $ 0 | $ 0 | $ 0 |
Sales of Assets (Details)
Sales of Assets (Details) | Oct. 31, 2016USD ($) | Jul. 15, 2016USD ($)ft²a | Dec. 08, 2015USD ($) | Jun. 30, 2019USD ($) | Jun. 30, 2018USD ($) | Jun. 30, 2017USD ($) | Jun. 30, 2019USD ($) | Jun. 30, 2018USD ($) | Jun. 30, 2017USD ($) |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||
Proceeds from sales of property, plant and equipment | $ 2,399,000 | $ 1,988,000 | $ 4,078,000 | ||||||
Gain (loss) on sale of properties | $ 0 | $ 0 | 37,449,000 | ||||||
Spice Product Assets | |||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||
Proceeds from sales of property, plant and equipment | $ 6,000,000 | ||||||||
Earnout amount from sale of Spice assets | $ 5,000,000 | $ (600,000) | $ 800,000 | $ 1,000,000 | |||||
Earnout period | 3 years | ||||||||
Torrance California [Member] | |||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||
Area of real estate property | ft² | 665,000 | ||||||||
Area of land (in acres) | a | 20.3 | ||||||||
Proceeds from sale of property held-for-sale, gross | $ 43,000,000 | ||||||||
Proceeds from sale of property held-for-sale | $ 42,500,000 | ||||||||
Monthly base rent | $ 100,000 | ||||||||
Gain (loss) on sale of properties | 37,400,000 | ||||||||
Sale leaseback transaction, accrued interest | 700,000 | ||||||||
Sale-leaseback transaction, rent expense, noncash | $ 1,400,000 |
Derivative Instruments - Schedu
Derivative Instruments - Schedule of Notional Volumes of Derivative Instruments (Details) - lb lb in Thousands | 12 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Derivative [Line Items] | ||
Derivative, Nonmonetary Notional Amount | 48,183 | 43,459 |
Derivative, Term of Contract | 18 months | |
Derivative Instruments, Percentage Designated As Cash Flow Hedges | 87.00% | 94.00% |
Cash Flow Hedging | Designated as Hedging Instrument | ||
Derivative [Line Items] | ||
Derivative, Nonmonetary Notional Amount | 42,113 | 40,913 |
Cash Flow Hedging | Not Designated as Hedging Instrument | Long [Member] | ||
Derivative [Line Items] | ||
Derivative, Nonmonetary Notional Amount | 6,070 | 2,546 |
Derivative Instruments - Fair V
Derivative Instruments - Fair Value of Derivative Instruments on the Consolidated Balance Sheets (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Jun. 30, 2018 |
Designated as Cash Flow Hedges | Short-term Investments | Cash Flow Hedging | ||
Derivatives, Fair Value [Line Items] | ||
Derivative asset, fair value | $ 1,254 | $ 0 |
Designated as Cash Flow Hedges | Long-term Derivative Assets | Cash Flow Hedging | ||
Derivatives, Fair Value [Line Items] | ||
Derivative asset, fair value | 671 | 0 |
Designated as Cash Flow Hedges | Short-Term Derivative Liabilities | Cash Flow Hedging | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liability, fair value | 1,114 | 3,081 |
Designated as Cash Flow Hedges | Other Long Term Liabilities | Cash Flow Hedging | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liability, fair value | 13 | 386 |
Not Designated as Hedging Instrument | Short-term Investments | ||
Derivatives, Fair Value [Line Items] | ||
Derivative asset, fair value | 611 | 0 |
Not Designated as Hedging Instrument | Long-term Derivative Assets | ||
Derivatives, Fair Value [Line Items] | ||
Derivative asset, fair value | 3 | 0 |
Not Designated as Hedging Instrument | Short-Term Derivative Liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liability, fair value | 114 | 219 |
Not Designated as Hedging Instrument | Other Long Term Liabilities | Cash Flow Hedging | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liability, fair value | 0 | 0 |
Interest Rate Swap [Member] | Designated as Cash Flow Hedges | Short-Term Derivative Liabilities | Cash Flow Hedging | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liability, fair value | 246 | 0 |
Interest Rate Swap [Member] | Designated as Cash Flow Hedges | Other Long Term Liabilities | Cash Flow Hedging | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liability, fair value | 1,599 | 0 |
Interest Rate Swap [Member] | Not Designated as Hedging Instrument | Short-Term Derivative Liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liability, fair value | 0 | 0 |
Interest Rate Swap [Member] | Not Designated as Hedging Instrument | Other Long Term Liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liability, fair value | $ 0 | $ 0 |
Derivative Instruments - Pretax
Derivative Instruments - Pretax Effect of Derivative Instruments on Earnings and OCI (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2017 | |
Interest Rate Swap [Member] | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Net losses recognized in AOCI | $ (1,791) | $ 0 | $ 0 |
Net losses recognized in earnings | 46 | 0 | 0 |
Cash Flow Hedging | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Net losses recognized in AOCI | (7,407) | (8,420) | (4,746) |
Net losses recognized in earnings | (9,242) | (1,179) | (835) |
Net gains (losses) recognized in earnings (ineffective portion) | $ 0 | $ 48 | $ (456) |
Derivative Instruments - Narrat
Derivative Instruments - Narrative (Details) - USD ($) | 12 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2017 | |
Derivative [Line Items] | |||
Gain (loss) from components excluded from assessment of cash flow hedge effectiveness, net | $ 0 | $ 0 | $ 0 |
Gain (loss) on discontinuation of cash flow hedge due to forecasted transaction probable of not occurring, net | $ 0 | $ 0 | |
Coffee-related Derivative Instruments | |||
Derivative [Line Items] | |||
Cash flow hedge gain (loss) to be reclassified within twelve months | (7,400,000) | ||
Interest Rate Swap [Member] | |||
Derivative [Line Items] | |||
Derivative, Notional Amount | $ 80,000,000 | ||
Derivative, Floor Interest Rate | 0.00% | ||
Derivative, Fixed Interest Rate | 2.1975% | ||
Cash flow hedge gain (loss) to be reclassified within twelve months | $ 200,000 |
Derivative Instruments - Net Re
Derivative Instruments - Net Realized and Unrealized Gains and Losses Recorded in "Other, net" (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2017 | |
Derivative Instruments, Gain (Loss) [Line Items] | |||
Other, net | $ 4,166 | $ 7,722 | $ 5,459 |
Coffee | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Net realized and unrealized losses from coffee-related derivatives not designated as accounting hedges | (2,252) | (469) | (1,812) |
Net realized and unrealized gains from investments | 0 | 7 | 286 |
Net (losses) gains on derivatives and investments | (2,252) | (462) | (1,526) |
Non-operating pension and other postretirement benefit plans cost | 6,315 | 6,651 | 6,660 |
Other gains, net | 103 | 1,533 | 325 |
Other, net | $ 4,166 | $ 7,722 | $ 5,459 |
Derivative Instruments - Sche_2
Derivative Instruments - Schedule of Offsetting Derivative Asset and Liability Positions (Details) - Counterparty A - USD ($) $ in Thousands | Jun. 30, 2019 | Jun. 30, 2018 |
Derivatives, Fair Value [Line Items] | ||
Derivative asset, fair value | $ 2,539 | $ 0 |
Derivative asset, netting adjustment | (698) | 0 |
Derivative asset, cash collateral posted | 0 | 0 |
Derivative asset, net | 1,841 | 0 |
Derivative liability, fair value | 3,086 | 3,686 |
Derivative liability, netting adjustment | (698) | 0 |
Derivative liability, cash collateral posted | 0 | 0 |
Derivative liability, net | $ 2,388 | $ 3,686 |
Investments (Details)
Investments (Details) - USD ($) | 12 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2019 | |
Investments, Debt and Equity Securities [Abstract] | |||
Short-term investments | $ 0 | $ 400,000 | $ 0 |
Total gains recognized from trading securities | 7,000 | 286,000 | |
Less: Realized gains from sales of trading securities | 7,000 | 1,909,000 | |
Unrealized (losses) gains from trading securities | $ 0 | $ (1,623,000) |
Fair Value Measurements - Asset
Fair Value Measurements - Assets and Liabilities Measured and Recorded at Fair Value on a Recurring Basis (Details) - Estimate of Fair Value Measurement - USD ($) $ in Thousands | Jun. 30, 2019 | Jun. 30, 2018 |
Coffee-related Derivative Instruments | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Coffee-related derivative assets | $ 1,925 | |
Coffee-related derivative liabilities | 1,127 | $ 3,467 |
Price Risk Derivative Instruments Not Designated as Hedging Instruments Asset, at Fair Value | 614 | |
Coffee-related derivative liabilities | 114 | 219 |
Coffee-related Derivative Instruments | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Coffee-related derivative assets | 0 | |
Coffee-related derivative liabilities | 0 | 0 |
Price Risk Derivative Instruments Not Designated as Hedging Instruments Asset, at Fair Value | 0 | |
Coffee-related derivative liabilities | 0 | 0 |
Coffee-related Derivative Instruments | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Coffee-related derivative assets | 1,925 | |
Coffee-related derivative liabilities | 1,127 | 3,467 |
Price Risk Derivative Instruments Not Designated as Hedging Instruments Asset, at Fair Value | 614 | |
Coffee-related derivative liabilities | 114 | 219 |
Coffee-related Derivative Instruments | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Coffee-related derivative assets | 0 | |
Coffee-related derivative liabilities | 0 | 0 |
Price Risk Derivative Instruments Not Designated as Hedging Instruments Asset, at Fair Value | 0 | |
Coffee-related derivative liabilities | 0 | $ 0 |
Interest Rate Swap Derivative Liabilities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Coffee-related derivative liabilities | 1,845 | |
Interest Rate Swap Derivative Liabilities [Member] | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Coffee-related derivative liabilities | 0 | |
Interest Rate Swap Derivative Liabilities [Member] | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Coffee-related derivative liabilities | 1,845 | |
Interest Rate Swap Derivative Liabilities [Member] | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Coffee-related derivative liabilities | $ 0 |
Accounts Receivable, Net - Sche
Accounts Receivable, Net - Schedule of Accounts Receivable (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2017 |
Receivables [Abstract] | |||
Trade receivables | $ 53,593 | $ 54,547 | $ 44,500 |
Other receivables | 2,886 | 4,446 | |
Allowance for doubtful accounts | (1,324) | (495) | |
Accounts receivable, net | $ 55,155 | $ 58,498 |
Accounts Receivable, Net - Allo
Accounts Receivable, Net - Allowance For Doubtful Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2017 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | |||
Beginning Balance | $ (495) | $ (721) | $ (714) |
Provision | (1,761) | (909) | (325) |
Write-off | 533 | 1,530 | 318 |
Recoveries | (399) | (395) | |
Ending Balance | $ (1,324) | $ (495) | $ (721) |
Inventories - Schedule of Inven
Inventories - Schedule of Inventory (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Jun. 30, 2018 |
Product Information | ||
Total | $ 87,910 | $ 104,431 |
Coffee | ||
Product Information | ||
Processed | 25,769 | 26,882 |
Unprocessed | 33,259 | 37,097 |
Total | 59,028 | 63,979 |
Tea and Culinary Products | ||
Product Information | ||
Processed | 21,767 | 32,406 |
Unprocessed | 74 | 1,161 |
Total | 21,841 | 33,567 |
Coffee Brewing Equipment | ||
Product Information | ||
Total | $ 7,041 | $ 6,885 |
Property, Plant and Equipment_2
Property, Plant and Equipment (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||
Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2017 | |
Property, Plant and Equipment | ||||||||||||
Depreciation expense and amortization | $ 31,100 | $ 30,500 | $ 23,000 | |||||||||
Property, plant and equipment gross | $ 399,093 | $ 379,869 | 399,093 | 379,869 | ||||||||
Accumulated depreciation | (225,826) | (209,498) | (225,826) | (209,498) | ||||||||
Land | 16,191 | 16,218 | 16,191 | 16,218 | ||||||||
Property, plant and equipment, net | 189,458 | 186,589 | 189,458 | 186,589 | ||||||||
Maintenance costs | $ 8,000 | 10,300 | 9,600 | |||||||||
Cost of goods sold | 104,327 | $ 106,779 | 96,806 | $ 106,529 | $ 99,205 | $ 105,629 | $ 111,089 | $ 85,630 | 416,840 | 399,155 | $ 354,649 | |
Payments made to date | 24,900 | |||||||||||
Building and Facilities | ||||||||||||
Property, Plant and Equipment | ||||||||||||
Property, plant and equipment gross | 107,915 | 108,590 | 107,915 | 108,590 | ||||||||
Machinery and Equipment | ||||||||||||
Property, Plant and Equipment | ||||||||||||
Property, plant and equipment gross | 248,539 | 231,581 | 248,539 | 231,581 | ||||||||
Coffee Brewing Equipment | ||||||||||||
Property, Plant and Equipment | ||||||||||||
Property, plant and equipment gross | 14,900 | 12,100 | 14,900 | 12,100 | ||||||||
Depreciation | $ 9,100 | 9,100 | 8,600 | |||||||||
Equipment under Capital Leases | ||||||||||||
Property, Plant and Equipment | ||||||||||||
Property, plant and equipment gross | 938 | 1,408 | 938 | 1,408 | ||||||||
Capitalized Software Costs | ||||||||||||
Property, Plant and Equipment | ||||||||||||
Property, plant and equipment gross | 27,666 | 24,569 | 27,666 | 24,569 | ||||||||
Office Furniture and Equipment | ||||||||||||
Property, Plant and Equipment | ||||||||||||
Property, plant and equipment gross | $ 14,035 | $ 13,721 | $ 14,035 | $ 13,721 | ||||||||
Northlake Facility [Member] | ||||||||||||
Property, Plant and Equipment | ||||||||||||
Other Construction Costs (Deprecated 2018-01-31) | 42.5 | |||||||||||
Construction [Member] | Northlake Facility [Member] | ||||||||||||
Property, Plant and Equipment | ||||||||||||
Cost of goods sold | $ 60,800 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Goodwill (Details) - USD ($) | 12 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2017 | |
The following is a summary of the changes in the carrying value of goodwill | |||
Beginning Balance | $ 36,224,000 | $ 10,996,000 | |
Ending Balance | 36,224,000 | 36,224,000 | $ 10,996,000 |
Accumulated amortization | (16,113,000) | (13,476,000) | |
Finite-Lived Intangible Assets, Net | 28,878,000 | 31,515,000 | |
Intangible assets, gross | 44,991,000 | 44,991,000 | |
Impairment charge related to indefinite-lived intangible assets | 0 | 3,500,000 | |
Impairment charge related to other intangible assets | 300,000 | ||
Amortization of Intangible Assets | 2,600,000 | 2,400,000 | 700,000 |
Goodwill, Impairment Loss | 0 | 0 | $ 0 |
Trade Names | |||
The following is a summary of the changes in the carrying value of goodwill | |||
Finite-Lived Intangible Assets, Net | 10,328,000 | 10,328,000 | |
Indefinite-lived intangible assets | 10,328,000 | 10,328,000 | |
Total unamortized intangible assets | |||
The following is a summary of the changes in the carrying value of goodwill | |||
Finite-Lived Intangible Assets, Net | 10,328,000 | 10,328,000 | |
Indefinite-lived intangible assets | 10,328,000 | 10,328,000 | |
Customer Relationships | |||
The following is a summary of the changes in the carrying value of goodwill | |||
Finite-lived intangible assets, gross carrying amount | 33,003,000 | 33,003,000 | |
Accumulated amortization | (15,291,000) | (12,903,000) | |
Finite-Lived Intangible Assets, Net | 17,712,000 | 20,100,000 | |
Noncompete Agreements | |||
The following is a summary of the changes in the carrying value of goodwill | |||
Finite-lived intangible assets, gross carrying amount | 220,000 | 220,000 | |
Accumulated amortization | (122,000) | (81,000) | |
Finite-Lived Intangible Assets, Net | 98,000 | 139,000 | |
Trade Secrets | |||
The following is a summary of the changes in the carrying value of goodwill | |||
Finite-lived intangible assets, gross carrying amount | 930,000 | 930,000 | |
Accumulated amortization | (354,000) | (221,000) | |
Finite-Lived Intangible Assets, Net | 576,000 | 709,000 | |
Trademarks and Trade Names | |||
The following is a summary of the changes in the carrying value of goodwill | |||
Finite-lived intangible assets, gross carrying amount | 510,000 | 510,000 | |
Accumulated amortization | (346,000) | (271,000) | |
Finite-Lived Intangible Assets, Net | 164,000 | 239,000 | |
Total amortized intangible assets | |||
The following is a summary of the changes in the carrying value of goodwill | |||
Finite-lived intangible assets, gross carrying amount | 34,663,000 | 34,663,000 | |
Accumulated amortization | (16,113,000) | (13,476,000) | |
Finite-Lived Intangible Assets, Net | 18,550,000 | 21,187,000 | |
West Coast Coffee, Inc. | |||
The following is a summary of the changes in the carrying value of goodwill | |||
Adjustments | (167,000) | ||
Boyd Coffee | |||
The following is a summary of the changes in the carrying value of goodwill | |||
Goodwill acquired during period | $ 0 | $ 25,395,000 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Amortization of Intangible assets (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Jun. 30, 2018 |
Finite-Lived Intangible Assets [Line Items] | ||
Total | $ 28,878 | $ 31,515 |
Customer Relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total | 17,712 | 20,100 |
Noncompete Agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total | 98 | 139 |
Trade Secrets | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total | 576 | 709 |
Trademarks and Trade Names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total | 164 | 239 |
Amortized Intangible Assets | ||
Finite-Lived Intangible Assets [Line Items] | ||
June 30, 2020 | 2,390 | |
June 30, 2021 | 2,390 | |
June 30, 2022 | 2,376 | |
June 30, 2023 | 2,356 | |
June 30, 2024 | 2,268 | |
Thereafter | 6,770 | |
Total | $ 18,550 | $ 21,187 |
Employee Benefit Plans - Narrat
Employee Benefit Plans - Narrative (Details) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||
Dec. 31, 2018USD ($) | Jun. 30, 2017USD ($) | Jun. 30, 2019USD ($)planhourshares | Jun. 30, 2018USD ($) | Jun. 30, 2017USD ($) | Jan. 09, 2019USD ($) | Jan. 08, 2019USD ($) | Jan. 05, 2015USD ($) | Nov. 18, 2014USD ($) | Jun. 30, 2012USD ($) | |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||||||||||
Multiemployer Plans, Estimated Employer Contributions in Next Fiscal Year | $ 5,800,000 | |||||||||
Plan assets by category | 100.00% | 100.00% | ||||||||
Defined contribution plan, hours threshold for eligibility | hour | 1,000 | |||||||||
Defined contribution plan, employer matching contribution percent | 50.00% | |||||||||
Defined contribution plan, employer matching contribution, percent of eligible income | 6.00% | |||||||||
Defined contribution plan, employer matching contribution | $ 1,600,000 | $ 2,200,000 | $ 2,000,000 | |||||||
Defined benefit plan, discount rate | 4.05% | 4.05% | ||||||||
Amortization of net gain (loss) | $ (600,000) | |||||||||
Amortization of prior service cost (credit) | 1,600,000 | |||||||||
Pension Withdrawal Expense | 10,948,000 | $ 0 | $ 0 | |||||||
Multiemployer Plans, Withdrawal Obligation, Assessment | 500,000 | $ 500,000 | $ 500,000 | |||||||
Other Commitment, Due after Fifth Year | $ 200,000 | |||||||||
Multiemployer Plans, Defined Benefit Pension Plans [Member] | ||||||||||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||||||||||
Multiemployer plans, number of plans | plan | 2 | |||||||||
Multiemployer Plans, Defined Contribution Pension Plan [Member] | ||||||||||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||||||||||
Multiemployer plans, number of plans | plan | 1 | |||||||||
Other Postretirement Benefits Plan | ||||||||||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||||||||||
Multiemployer plans, number of plans | plan | 9 | |||||||||
Expected employer contributions in the next fiscal year | $ 1,087,000 | |||||||||
Postretirement Benefit Costs [Member] | ||||||||||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||||||||||
Defined benefit plan, discount rate | 3.60% | |||||||||
Defined benefit plan, ultimate health care cost trend rate | 8.10% | |||||||||
Defined benefit plan, health care cost rate trend rate | 4.50% | |||||||||
Real estate | ||||||||||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||||||||||
Plan assets by category | 6.00% | 6.00% | ||||||||
WCTPP | ||||||||||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||||||||||
Withdrawal obligation | $ 1,500,000 | |||||||||
Multiemployer Plans, Withdrawal Obligation, Assessment | $ 3,400,000 | |||||||||
Labor Management Pension Fund | ||||||||||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||||||||||
Withdrawal obligation | $ 4,900,000 | $ 4,400,000 | $ 4,300,000 | |||||||
Multiemployer plan, quarterly installments for withdrawal liability | $ 100,000 | |||||||||
Local 807 Pension Plan [Member] | ||||||||||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||||||||||
Defined Benefit Plan, Benefit Obligation, Payment for Settlement | $ 3,000,000 | |||||||||
Multiemployer plan, quarterly installments for withdrawal liability | $ 91,000 | |||||||||
Farmer Brothers Plan | ||||||||||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||||||||||
Plan assets by category | 0.00% | 100.00% | ||||||||
Defined benefit plan, discount rate | 4.10% | 4.05% | ||||||||
Farmer Brothers Plan | Real estate | ||||||||||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||||||||||
Plan assets by category | 0.00% | 6.00% | ||||||||
Brewmatic Plan | ||||||||||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||||||||||
Amount expected to be recognized as a component of net periodic benefit cost in the next fiscal year | $ 1,385,000 | |||||||||
Plan assets by category | 100.00% | 100.00% | ||||||||
Expected employer contributions in the next fiscal year | $ 4,000,000 | |||||||||
Defined benefit plan, discount rate | 3.45% | 4.05% | ||||||||
Brewmatic Plan | Real estate | ||||||||||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||||||||||
Plan assets by category | 6.00% | 6.00% | ||||||||
Hourly Employees’ Plan | ||||||||||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||||||||||
Amount expected to be recognized as a component of net periodic benefit cost in the next fiscal year | $ (75,000) | |||||||||
Plan assets by category | 100.00% | 100.00% | ||||||||
Defined benefit plan, discount rate | 3.45% | 4.05% | ||||||||
Hourly Employees’ Plan | Real estate | ||||||||||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||||||||||
Plan assets by category | 6.00% | 6.00% | ||||||||
Employee-related | WCTPP | ||||||||||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||||||||||
Defined Benefit Plan, Benefit Obligation, Payment for Settlement | $ 153,822 | |||||||||
Multiemployer plan, quarterly installments for withdrawal liability | $ 190,507 | |||||||||
Restated and Amended 401K Plan [Member] | ||||||||||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||||||||||
Defined contribution plan, employer matching contribution percent | 100.00% | |||||||||
Defined contribution plan, shares contributed | shares | 90,105 | |||||||||
Defined contribution plan, contribution amount | $ 1,600,000 | |||||||||
Defined contribution plan, shares issued | shares | 52,534 | |||||||||
Defined contribution plan, employer matching contribution, percent of eligible income | 4.00% |
Employee Benefit Plans - Change
Employee Benefit Plans - Change in Projected Benefit Obligation, Plan Assets and Net Funded Status (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2017 | |
Change in projected benefit obligation | ||||
Benefit obligation at the beginning of the year | $ 144,939,000 | $ 154,699,000 | ||
Interest cost | 5,222,000 | 5,729,000 | ||
Actuarial (gain) loss | 7,260,000 | (6,553,000) | ||
Benefits paid | (6,746,000) | (8,936,000) | ||
Pension settlement | (24,448,000) | 0 | ||
Other - Plan merger | 0 | 0 | ||
Projected benefit obligation at the end of the year | $ 154,699,000 | 126,227,000 | 144,939,000 | $ 154,699,000 |
Change in plan assets | ||||
Fair value of plan assets at the beginning of the year | 104,559,000 | 103,418,000 | ||
Actual return on plan assets | 3,313,000 | 6,273,000 | ||
Employer contributions | 3,325,000 | 3,804,000 | ||
Benefits paid | (6,746,000) | (8,936,000) | ||
Pension settlement | (25,262,000) | 0 | ||
Other - Plan merger | 0 | 0 | ||
Fair value of plan assets at the end of the year | 103,418,000 | 79,189,000 | 104,559,000 | 103,418,000 |
Funded status at end of year (underfunded) overfunded | (47,038,000) | (40,380,000) | ||
Amounts recognized in consolidated balance sheets | ||||
Short-term pension liabilities(1) | 0 | 3,761,000 | ||
Noncurrent liabilities | (47,038,000) | (40,380,000) | ||
Amounts Recognized in Balance Sheet | (47,038,000) | (40,380,000) | ||
Amounts recognized in balance sheet | ||||
Net loss | 50,645,000 | 53,085,000 | ||
Total accumulated OCI (not adjusted for applicable tax) | $ 50,645,000 | $ 53,085,000 | ||
Weighted average assumptions used to determine benefit obligations | ||||
Discount rate | 4.05% | 4.05% | ||
Other Postretirement Benefits Plan | ||||
Change in projected benefit obligation | ||||
Benefit obligation at the beginning of the year | $ 21,283,000 | $ 20,680,000 | ||
Interest cost | 829,000 | 887,000 | 835,000 | |
Participant contributions | 605,000 | 699,000 | ||
Actuarial (gain) loss | 2,010,000 | (70,000) | ||
Benefits paid | (1,223,000) | (1,470,000) | ||
Projected benefit obligation at the end of the year | 20,680,000 | 24,092,000 | 21,283,000 | 20,680,000 |
Change in plan assets | ||||
Fair value of plan assets at the beginning of the year | 0 | 0 | ||
Employer contributions | 618,000 | 771,000 | ||
Participant contributions | 605,000 | 699,000 | ||
Benefits paid | (1,223,000) | (1,470,000) | ||
Fair value of plan assets at the end of the year | 0 | 0 | 0 | 0 |
Funded status at end of year (underfunded) overfunded | (24,092,000) | (21,283,000) | ||
Amounts recognized in consolidated balance sheets | ||||
Short-term pension liabilities(1) | 1,068,000 | 810,000 | ||
Noncurrent liabilities | (23,024,000) | (20,473,000) | ||
Amounts Recognized in Balance Sheet | (24,092,000) | (21,283,000) | ||
Farmer Brothers Plan | ||||
Change in projected benefit obligation | ||||
Benefit obligation at the beginning of the year | 137,175,000 | 146,291,000 | ||
Interest cost | 2,722,000 | 5,417,000 | ||
Actuarial (gain) loss | (1,571,000) | (5,956,000) | ||
Benefits paid | (3,574,000) | (8,577,000) | ||
Pension settlement | (3,162,000) | 0 | ||
Other - Plan merger | (131,590,000) | 0 | ||
Projected benefit obligation at the end of the year | 146,291,000 | 0 | 137,175,000 | 146,291,000 |
Change in plan assets | ||||
Fair value of plan assets at the beginning of the year | 97,211,000 | 97,304,000 | ||
Actual return on plan assets | (6,236,000) | 5,874,000 | ||
Employer contributions | 1,525,000 | 2,610,000 | ||
Benefits paid | (3,574,000) | (8,577,000) | ||
Pension settlement | (3,162,000) | 0 | ||
Other - Plan merger | (85,764,000) | 0 | ||
Fair value of plan assets at the end of the year | 97,304,000 | 0 | 97,211,000 | 97,304,000 |
Funded status at end of year (underfunded) overfunded | 0 | (39,964,000) | ||
Amounts recognized in consolidated balance sheets | ||||
Noncurrent liabilities | 0 | (39,964,000) | ||
Amounts Recognized in Balance Sheet | 0 | (39,964,000) | ||
Amounts recognized in balance sheet | ||||
Net loss | 0 | 51,079,000 | ||
Total accumulated OCI (not adjusted for applicable tax) | $ 0 | $ 51,079,000 | ||
Weighted average assumptions used to determine benefit obligations | ||||
Discount rate | 4.10% | 4.05% | ||
Brewmatic Plan | ||||
Change in projected benefit obligation | ||||
Benefit obligation at the beginning of the year | $ 3,724,000 | $ 4,079,000 | ||
Interest cost | 2,339,000 | 149,000 | ||
Actuarial (gain) loss | 8,482,000 | (227,000) | ||
Benefits paid | (3,097,000) | (277,000) | ||
Pension settlement | (21,286,000) | 0 | ||
Other - Plan merger | 131,590,000 | 0 | ||
Projected benefit obligation at the end of the year | 4,079,000 | 121,752,000 | 3,724,000 | 4,079,000 |
Change in plan assets | ||||
Fair value of plan assets at the beginning of the year | 3,719,000 | 3,115,000 | ||
Actual return on plan assets | 9,325,000 | 201,000 | ||
Employer contributions | 1,800,000 | 680,000 | ||
Benefits paid | (3,097,000) | (277,000) | ||
Pension settlement | (22,100,000) | 0 | ||
Other - Plan merger | 85,764,000 | 0 | ||
Fair value of plan assets at the end of the year | 3,115,000 | 75,411,000 | 3,719,000 | 3,115,000 |
Funded status at end of year (underfunded) overfunded | (46,341,000) | (5,000) | ||
Amounts recognized in consolidated balance sheets | ||||
Noncurrent liabilities | (46,341,000) | (5,000) | ||
Amounts Recognized in Balance Sheet | (46,341,000) | (5,000) | ||
Amounts recognized in balance sheet | ||||
Net loss | 50,080,000 | 1,788,000 | ||
Total accumulated OCI (not adjusted for applicable tax) | $ 50,080,000 | $ 1,788,000 | ||
Weighted average assumptions used to determine benefit obligations | ||||
Discount rate | 3.45% | 4.05% | ||
Hourly Employees’ Plan | ||||
Change in projected benefit obligation | ||||
Benefit obligation at the beginning of the year | $ 4,040,000 | $ 4,329,000 | ||
Interest cost | 161,000 | 163,000 | ||
Actuarial (gain) loss | 349,000 | (370,000) | ||
Benefits paid | (75,000) | (82,000) | ||
Pension settlement | 0 | 0 | ||
Other - Plan merger | 0 | 0 | ||
Projected benefit obligation at the end of the year | 4,329,000 | 4,475,000 | 4,040,000 | 4,329,000 |
Change in plan assets | ||||
Fair value of plan assets at the beginning of the year | 3,629,000 | 2,999,000 | ||
Actual return on plan assets | 224,000 | 198,000 | ||
Employer contributions | 0 | 514,000 | ||
Benefits paid | (75,000) | (82,000) | ||
Pension settlement | 0 | 0 | ||
Other - Plan merger | 0 | 0 | ||
Fair value of plan assets at the end of the year | $ 2,999,000 | 3,778,000 | 3,629,000 | $ 2,999,000 |
Funded status at end of year (underfunded) overfunded | (697,000) | (411,000) | ||
Amounts recognized in consolidated balance sheets | ||||
Noncurrent liabilities | (697,000) | (411,000) | ||
Amounts Recognized in Balance Sheet | (697,000) | (411,000) | ||
Amounts recognized in balance sheet | ||||
Net loss | 565,000 | 218,000 | ||
Total accumulated OCI (not adjusted for applicable tax) | $ 565,000 | $ 218,000 | ||
Weighted average assumptions used to determine benefit obligations | ||||
Discount rate | 3.45% | 4.05% |
Employee Benefit Plans - Compon
Employee Benefit Plans - Components of Net Periodic Benefit Cost and Amounts Recognized in Other Comprehensive Income (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2019 | Jun. 30, 2018 | |
Components of net periodic benefit cost | |||
Interest cost | $ 5,222 | $ 5,729 | |
Expected return on plan assets | (5,246) | (5,824) | |
Amortization of net loss | 1,506 | 1,674 | |
Pension settlement charge | 10,942 | 0 | |
Net periodic benefit cost | 12,424 | 1,579 | |
Other changes recognized in OCI | |||
Net loss | 9,193 | (7,001) | |
Prior service cost (credit) | 0 | 0 | |
Amortization of net loss | (1,506) | (1,674) | |
Pension settlement charge | (10,942) | 0 | |
Allocation of net Loss - Plan merger | 0 | 0 | |
Net loss due to annuity purchase | 814 | 0 | |
Total recognized in OCI | (2,441) | (8,675) | |
Total recognized in net periodic benefit cost and OCI | 9,983 | (7,096) | |
Other Postretirement Benefits Plan | |||
Components of net periodic benefit cost | |||
Interest cost | $ 829 | 887 | 835 |
Amortization of net loss | (630) | (834) | (841) |
Net periodic benefit cost | $ (798) | (1,174) | (1,154) |
Other changes recognized in OCI | |||
Net loss | 2,010 | (70) | |
Amortization of net loss | 835 | 840 | |
Amortization of prior service cost | (1,757) | (1,757) | |
Total recognized in OCI | 4,602 | 2,527 | |
Total recognized in net periodic benefit cost and OCI | 3,428 | 1,373 | |
Farmer Brothers Plan | |||
Components of net periodic benefit cost | |||
Interest cost | 2,722 | 5,417 | |
Expected return on plan assets | (2,767) | (5,490) | |
Amortization of net loss | 710 | 1,588 | |
Pension settlement charge | 1,356 | 0 | |
Net periodic benefit cost | 2,021 | 1,515 | |
Other changes recognized in OCI | |||
Net loss | 7,433 | (6,340) | |
Prior service cost (credit) | 0 | 0 | |
Amortization of net loss | (710) | (1,588) | |
Pension settlement charge | (1,356) | 0 | |
Allocation of net Loss - Plan merger | (56,446) | 0 | |
Net loss due to annuity purchase | 0 | 0 | |
Total recognized in OCI | (51,079) | (7,928) | |
Total recognized in net periodic benefit cost and OCI | $ (49,058) | $ (6,413) | |
Weighted average assumptions used to determine benefit obligations | |||
Discount rate | 4.05% | 3.80% | |
Expected long-term return on plan assets | 0.00% | 6.75% | |
Brewmatic Plan | |||
Components of net periodic benefit cost | |||
Interest cost | $ 2,339 | $ 149 | |
Expected return on plan assets | (2,257) | (161) | |
Amortization of net loss | 796 | 80 | |
Pension settlement charge | 9,586 | 0 | |
Net periodic benefit cost | 10,464 | 68 | |
Other changes recognized in OCI | |||
Net loss | 1,413 | (267) | |
Prior service cost (credit) | 0 | 0 | |
Amortization of net loss | (796) | (80) | |
Pension settlement charge | (9,586) | 0 | |
Allocation of net Loss - Plan merger | 56,446 | 0 | |
Net loss due to annuity purchase | 814 | 0 | |
Total recognized in OCI | 48,291 | (347) | |
Total recognized in net periodic benefit cost and OCI | $ 58,755 | $ (279) | |
Weighted average assumptions used to determine benefit obligations | |||
Discount rate | 4.10% | 3.80% | |
Expected long-term return on plan assets | 6.75% | 6.75% | |
Hourly Employees’ Plan | |||
Components of net periodic benefit cost | |||
Interest cost | $ 161 | $ 163 | |
Expected return on plan assets | (222) | (173) | |
Amortization of net loss | 0 | 6 | |
Pension settlement charge | 0 | 0 | |
Net periodic benefit cost | (61) | (4) | |
Other changes recognized in OCI | |||
Net loss | 347 | (394) | |
Prior service cost (credit) | 0 | 0 | |
Amortization of net loss | 0 | (6) | |
Pension settlement charge | 0 | 0 | |
Allocation of net Loss - Plan merger | 0 | 0 | |
Net loss due to annuity purchase | 0 | 0 | |
Total recognized in OCI | 347 | (400) | |
Total recognized in net periodic benefit cost and OCI | $ 286 | $ (404) | |
Weighted average assumptions used to determine benefit obligations | |||
Discount rate | 4.05% | 3.80% | |
Expected long-term return on plan assets | 6.75% | 6.75% |
Employee Benefit Plans - Descri
Employee Benefit Plans - Description of Investment Policy (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2017 |
Defined Benefit Plan Disclosure | |||
Projected benefit obligation | $ 126,227 | $ 144,939 | $ 154,699 |
Accumulated benefit obligation | 126,227 | 144,939 | |
Fair value of plan assets at measurement date | $ 79,189 | $ 104,559 | 103,418 |
Plan assets by category | 100.00% | 100.00% | |
Equity Securities | |||
Defined Benefit Plan Disclosure | |||
Fair value of plan assets at measurement date | $ 50,904 | $ 68,319 | |
Plan assets by category | 64.00% | 65.00% | |
Debt securities | |||
Defined Benefit Plan Disclosure | |||
Fair value of plan assets at measurement date | $ 23,561 | $ 29,729 | |
Plan assets by category | 30.00% | 29.00% | |
Real estate | |||
Defined Benefit Plan Disclosure | |||
Fair value of plan assets at measurement date | $ 4,724 | $ 6,511 | |
Plan assets by category | 6.00% | 6.00% | |
Farmer Brothers Plan | |||
Defined Benefit Plan Disclosure | |||
Projected benefit obligation | $ 0 | $ 137,175 | 146,291 |
Accumulated benefit obligation | 0 | 137,175 | |
Fair value of plan assets at measurement date | $ 0 | $ 97,211 | 97,304 |
Plan assets by category | 0.00% | 100.00% | |
Farmer Brothers Plan | Equity Securities | |||
Defined Benefit Plan Disclosure | |||
Fair value of plan assets at measurement date | $ 0 | $ 63,547 | |
Plan assets by category | 0.00% | 66.00% | |
Farmer Brothers Plan | Debt securities | |||
Defined Benefit Plan Disclosure | |||
Fair value of plan assets at measurement date | $ 0 | $ 27,608 | |
Plan assets by category | 0.00% | 28.00% | |
Farmer Brothers Plan | Real estate | |||
Defined Benefit Plan Disclosure | |||
Fair value of plan assets at measurement date | $ 0 | $ 6,056 | |
Plan assets by category | 0.00% | 6.00% | |
Brewmatic Plan | |||
Defined Benefit Plan Disclosure | |||
Projected benefit obligation | $ 121,752 | $ 3,724 | 4,079 |
Accumulated benefit obligation | 121,752 | 3,724 | |
Fair value of plan assets at measurement date | $ 75,411 | $ 3,719 | 3,115 |
Plan assets by category | 100.00% | 100.00% | |
Brewmatic Plan | Equity Securities | |||
Defined Benefit Plan Disclosure | |||
Fair value of plan assets at measurement date | $ 48,464 | $ 2,431 | |
Plan assets by category | 64.00% | 66.00% | |
Brewmatic Plan | Debt securities | |||
Defined Benefit Plan Disclosure | |||
Fair value of plan assets at measurement date | $ 22,461 | $ 1,056 | |
Plan assets by category | 30.00% | 28.00% | |
Brewmatic Plan | Real estate | |||
Defined Benefit Plan Disclosure | |||
Fair value of plan assets at measurement date | $ 4,486 | $ 232 | |
Plan assets by category | 6.00% | 6.00% | |
Hourly Employees’ Plan | |||
Defined Benefit Plan Disclosure | |||
Projected benefit obligation | $ 4,475 | $ 4,040 | 4,329 |
Accumulated benefit obligation | 4,475 | 4,040 | |
Fair value of plan assets at measurement date | $ 3,778 | $ 3,629 | $ 2,999 |
Plan assets by category | 100.00% | 100.00% | |
Hourly Employees’ Plan | Equity Securities | |||
Defined Benefit Plan Disclosure | |||
Fair value of plan assets at measurement date | $ 2,440 | $ 2,341 | |
Plan assets by category | 65.00% | 65.00% | |
Hourly Employees’ Plan | Debt securities | |||
Defined Benefit Plan Disclosure | |||
Fair value of plan assets at measurement date | $ 1,100 | $ 1,065 | |
Plan assets by category | 29.00% | 29.00% | |
Hourly Employees’ Plan | Real estate | |||
Defined Benefit Plan Disclosure | |||
Fair value of plan assets at measurement date | $ 238 | $ 223 | |
Plan assets by category | 6.00% | 6.00% |
Employee Benefit Plans - Fair V
Employee Benefit Plans - Fair Value of Plan Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2017 |
Defined Benefit Plan Disclosure | |||
Fair value of plan assets at measurement date | $ 79,189 | $ 104,559 | $ 103,418 |
Farmer Brothers Plan | |||
Defined Benefit Plan Disclosure | |||
Fair value of plan assets at measurement date | 0 | 97,211 | 97,304 |
Brewmatic Plan | |||
Defined Benefit Plan Disclosure | |||
Fair value of plan assets at measurement date | 75,411 | 3,719 | 3,115 |
Hourly Employees’ Plan | |||
Defined Benefit Plan Disclosure | |||
Fair value of plan assets at measurement date | 3,778 | 3,629 | $ 2,999 |
Level 1 | Farmer Brothers Plan | |||
Defined Benefit Plan Disclosure | |||
Fair value of plan assets at measurement date | 0 | ||
Level 1 | Brewmatic Plan | |||
Defined Benefit Plan Disclosure | |||
Fair value of plan assets at measurement date | 0 | 0 | |
Level 1 | Hourly Employees’ Plan | |||
Defined Benefit Plan Disclosure | |||
Fair value of plan assets at measurement date | 0 | 0 | |
Level 2 | Farmer Brothers Plan | |||
Defined Benefit Plan Disclosure | |||
Fair value of plan assets at measurement date | 0 | ||
Level 2 | Brewmatic Plan | |||
Defined Benefit Plan Disclosure | |||
Fair value of plan assets at measurement date | 0 | 0 | |
Level 2 | Hourly Employees’ Plan | |||
Defined Benefit Plan Disclosure | |||
Fair value of plan assets at measurement date | 0 | 0 | |
Level 3 | Farmer Brothers Plan | |||
Defined Benefit Plan Disclosure | |||
Fair value of plan assets at measurement date | 0 | ||
Level 3 | Brewmatic Plan | |||
Defined Benefit Plan Disclosure | |||
Fair value of plan assets at measurement date | 0 | 0 | |
Level 3 | Hourly Employees’ Plan | |||
Defined Benefit Plan Disclosure | |||
Fair value of plan assets at measurement date | 0 | 0 | |
Fair Value Measured at Net Asset Value Per Share [Member] | Farmer Brothers Plan | |||
Defined Benefit Plan Disclosure | |||
Fair value of plan assets at measurement date | 97,211 | ||
Fair Value Measured at Net Asset Value Per Share [Member] | Brewmatic Plan | |||
Defined Benefit Plan Disclosure | |||
Fair value of plan assets at measurement date | 75,411 | 3,719 | |
Fair Value Measured at Net Asset Value Per Share [Member] | Hourly Employees’ Plan | |||
Defined Benefit Plan Disclosure | |||
Fair value of plan assets at measurement date | $ 3,778 | $ 3,629 |
Employee Benefit Plans - Target
Employee Benefit Plans - Target Plan Asset Allocation (Details) | Jun. 30, 2019 |
Defined Benefit Plan Disclosure | |
Target Plan Asset Allocations | 100.00% |
U.S. large cap equity securities | |
Defined Benefit Plan Disclosure | |
Target Plan Asset Allocations | 37.00% |
U.S. small cap equity securities | |
Defined Benefit Plan Disclosure | |
Target Plan Asset Allocations | 4.60% |
International equity securities | |
Defined Benefit Plan Disclosure | |
Target Plan Asset Allocations | 22.40% |
Debt securities | |
Defined Benefit Plan Disclosure | |
Target Plan Asset Allocations | 30.00% |
Real estate | |
Defined Benefit Plan Disclosure | |
Target Plan Asset Allocations | 6.00% |
Employee Benefit Plans - Estima
Employee Benefit Plans - Estimated Future Benefit Payments (Details) $ in Thousands | Jun. 30, 2019USD ($) |
Brewmatic Plan | |
Defined Benefit Plan Disclosure | |
Expected employer contributions in the next fiscal year | $ 4,000 |
June 30, 2020 | 6,720 |
June 30, 2021 | 6,550 |
June 30, 2022 | 6,770 |
June 30, 2023 | 6,940 |
June 30, 2024 | 7,060 |
June 30, 2025 to June 30, 2029 | 35,450 |
Hourly Employees’ Plan | |
Defined Benefit Plan Disclosure | |
June 30, 2020 | 130 |
June 30, 2021 | 150 |
June 30, 2022 | 160 |
June 30, 2023 | 180 |
June 30, 2024 | 190 |
June 30, 2025 to June 30, 2029 | 1,100 |
Other Postretirement Benefits Plan | |
Defined Benefit Plan Disclosure | |
Expected employer contributions in the next fiscal year | 1,087 |
June 30, 2021 | 1,138 |
June 30, 2022 | 1,173 |
June 30, 2023 | 1,220 |
June 30, 2024 | 1,248 |
June 30, 2025 to June 30, 2029 | $ 7,116 |
Employee Benefit Plans - Multi-
Employee Benefit Plans - Multi-Employer Plan (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||
Jun. 30, 2017USD ($) | Jun. 30, 2019USD ($)plan | Jun. 30, 2018USD ($) | Jun. 30, 2017USD ($) | Jun. 30, 2016quarter | Jan. 05, 2015USD ($) | Nov. 18, 2014USD ($) | Jun. 30, 2012USD ($) | |
Multiemployer Plans [Line Items] | ||||||||
Defined contribution plan, employer matching contribution | $ 1,600 | $ 2,200 | $ 2,000 | |||||
Employer contributions | 3,325 | 3,804 | ||||||
Multiemployer plan, period contribution | 5,300 | 5,200 | 4,800 | |||||
Multiemployer plan, estimated contribution in next fiscal year | 5,800 | |||||||
Western Conference of Teamsters Pension Plan | ||||||||
Multiemployer Plans [Line Items] | ||||||||
Employer contributions | 3,634 | $ 1,605 | $ 2,114 | |||||
Employer contributions (percentage) | 5.00% | |||||||
Labor Management Pension Fund | ||||||||
Multiemployer Plans [Line Items] | ||||||||
Withdrawal obligation | $ 4,900 | $ 4,400 | $ 4,300 | |||||
Multiemployer plan, quarterly installments for withdrawal liability | $ 100 | |||||||
Multiemployer plan, quarterly installments for withdrawal liability, number of quarters | quarter | 80 | |||||||
Program for Enhanced Early Retirement | ||||||||
Multiemployer Plans [Line Items] | ||||||||
Employer contributions (percentage) | 6.50% | |||||||
Employer contributions (hours) | 173 | |||||||
All Other Plans | ||||||||
Multiemployer Plans [Line Items] | ||||||||
Employer contributions | $ 39 | $ 35 | 39 | |||||
Other Postretirement Benefits Plan | ||||||||
Multiemployer Plans [Line Items] | ||||||||
Multiemployer plans, number of plans | plan | 9 | |||||||
Employer contributions | $ 618 | $ 771 | ||||||
Multiemployer Plans, Defined Benefit Pension Plans [Member] | ||||||||
Multiemployer Plans [Line Items] | ||||||||
Multiemployer plans, number of plans | plan | 2 |
Employee Benefit Plans - Comp_2
Employee Benefit Plans - Components of Net Periodic Benefit Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2019 | Jun. 30, 2018 | |
Defined Benefit Plan Disclosure | |||
Interest cost | $ 5,222 | $ 5,729 | |
Expected return on plan assets | (5,246) | (5,824) | |
Amortization of net gain | 1,506 | 1,674 | |
Net periodic benefit cost | 12,424 | 1,579 | |
Other Postretirement Benefits Plan | |||
Defined Benefit Plan Disclosure | |||
Service cost | $ 760 | 530 | 609 |
Interest cost | 829 | 887 | 835 |
Amortization of net gain | (630) | (834) | (841) |
Amortization of prior service credit | (1,757) | (1,757) | (1,757) |
Net periodic benefit cost | $ (798) | $ (1,174) | $ (1,154) |
Employee Benefit Plans - Amorti
Employee Benefit Plans - Amortization Schedule (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Defined Benefit Plan, Accumulated Other Comprehensive Income (Loss), Net Prior Service Cost (Credit) [Roll Forward] | ||
Curtailment | $ (10,942) | $ 0 |
Retiree Medical Plan | ||
Defined Benefit Plan, Accumulated Other Comprehensive Income (Loss), Net Prior Service Cost (Credit) [Roll Forward] | ||
Net Prior Service Cost (Credit), beginning of period | (6,936) | |
Annual Amortization | 1,568 | |
Net Prior Service Cost (Credit), end of period | (6,936) | |
Amortization of Net (Gain) Loss Calculation | ||
Net (gain) loss | (7,039) | (9,206) |
Net (gain) loss subject to amortization | (7,039) | (9,206) |
Corridor (10% of greater of APBO or assets) | 1,490 | 1,280 |
Net (gain)/loss in excess of corridor | $ (5,549) | $ (7,926) |
Amortization years | 8 years 5 months 64 days | 8 years 10 months 24 days |
Other Postretirement Benefit Plans, Defined Benefit Plan Established January 1, 2008 [Member] | ||
Defined Benefit Plan, Accumulated Other Comprehensive Income (Loss), Net Prior Service Cost (Credit) [Roll Forward] | ||
Net Prior Service Cost (Credit), beginning of period | $ (41) | |
Annual Amortization | $ 41 | |
Years Remaining | 2 months 12 days | |
Net Prior Service Cost (Credit), end of period | $ (41) | |
Other Postretirement Benefit Plans, Defined Benefit Plan Established July 1, 2012 [Member] | ||
Defined Benefit Plan, Accumulated Other Comprehensive Income (Loss), Net Prior Service Cost (Credit) [Roll Forward] | ||
Net Prior Service Cost (Credit), beginning of period | $ (6,895) | |
Annual Amortization | $ 1,527 | |
Years Remaining | 4 years 6 months | |
Net Prior Service Cost (Credit), end of period | (6,895) | |
Death Benefit Plan | ||
Amortization of Net (Gain) Loss Calculation | ||
Net (gain) loss | $ 1,878 | 1,201 |
Net (gain) loss subject to amortization | 1,878 | 1,201 |
Corridor (10% of greater of APBO or assets) | 919 | (848) |
Net (gain)/loss in excess of corridor | $ 2,797 | $ 353 |
Amortization years | 6 years 5 months 24 days | 6 years 4 months 24 days |
Employee Benefit Plans - Other
Employee Benefit Plans - Other Changes in Plan Assets and Benefit Obligations Recognized in OCI (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2019 | Jun. 30, 2018 | |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Total AOCI | $ 63,652 | $ 62,039 | |
Unrecognized actuarial loss | (7,260) | 6,553 | |
Total recognized in OCI | (2,441) | (8,675) | |
Net periodic benefit cost | 12,424 | 1,579 | |
Total recognized in net periodic benefit cost and OCI | 9,983 | (7,096) | |
Other Postretirement Benefits Plan | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Net (gain) loss subject to amortization | (5,160) | (8,005) | |
Transition obligation recognized in AOCI | (6,936) | (8,693) | |
Total AOCI | (12,096) | (16,698) | |
Unrecognized actuarial loss | (2,010) | 70 | |
Total recognized in OCI | 4,602 | 2,527 | |
Net periodic benefit cost | $ (798) | (1,174) | (1,154) |
Total recognized in net periodic benefit cost and OCI | $ 3,428 | $ 1,373 |
Employee Benefit Plans - Sensit
Employee Benefit Plans - Sensitivity in Results (Details) $ in Thousands | 12 Months Ended |
Jun. 30, 2019USD ($) | |
Retirement Benefits [Abstract] | |
Effect on total service and interest cost components of one percent increase | $ 67 |
Effect on accumulated postretirement benefit obligation of one percent increase | 814 |
Effect on total of service and interest cost components of one percent decrease | (58) |
Effect on accumulated postretirement benefit obligation of one percent decrease | $ (745) |
Revolving Credit Facility (Deta
Revolving Credit Facility (Details) - USD ($) | Nov. 06, 2018 | Aug. 25, 2017 | Sep. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Oct. 18, 2018 |
Line of Credit Facility | ||||||
Long-term borrowings under revolving credit facility | $ 92,000,000 | $ 0 | ||||
Revolving Credit Facility | ||||||
Line of Credit Facility | ||||||
Line of credit, current borrowing capacity | $ 150,000,000 | |||||
Debt, weighted average interest rate | 3.98% | 4.10% | ||||
Letter of Credit | ||||||
Line of Credit Facility | ||||||
Long-term borrowings under revolving credit facility | $ 2,300,000 | |||||
Loan and Security Agreement [Member] | Option One | Revolving Credit Facility | ||||||
Line of Credit Facility | ||||||
Description of variable rate basis | Prime Rate | |||||
Loan and Security Agreement [Member] | Option One | Revolving Credit Facility | Minimum | ||||||
Line of Credit Facility | ||||||
Basis spread on variable rate | (0.25%) | |||||
Loan and Security Agreement [Member] | Option One | Revolving Credit Facility | Maximum | ||||||
Line of Credit Facility | ||||||
Basis spread on variable rate | 0.50% | |||||
Loan and Security Agreement [Member] | Option Two | Revolving Credit Facility | ||||||
Line of Credit Facility | ||||||
Description of variable rate basis | LIBOR Rate | |||||
Loan and Security Agreement [Member] | Option Two | Revolving Credit Facility | Minimum | ||||||
Line of Credit Facility | ||||||
Basis spread on variable rate | 1.25% | |||||
Loan and Security Agreement [Member] | Option Two | Revolving Credit Facility | Maximum | ||||||
Line of Credit Facility | ||||||
Basis spread on variable rate | 2.00% | |||||
Amended Credit Agreement [Member] | Revolving Credit Facility | ||||||
Line of Credit Facility | ||||||
Line of Credit Facility, Commitment Fee Percentage | 0.25% | |||||
JP Morgan and SunTrust [Member] | Minimum | ||||||
Line of Credit Facility | ||||||
Debt Instrument, Interest Rate, Increase (Decrease) | 0.375% | |||||
JP Morgan and SunTrust [Member] | Maximum | ||||||
Line of Credit Facility | ||||||
Debt Instrument, Interest Rate, Increase (Decrease) | 0.50% | |||||
JP Morgan and SunTrust [Member] | Loan and Security Agreement [Member] | Revolving Credit Facility | ||||||
Line of Credit Facility | ||||||
Line of Credit Facility, Revolving Loan Commitment, Accordion Feature | $ 10,000,000 | |||||
JP Morgan and SunTrust [Member] | Amended Credit Agreement [Member] | Revolving Credit Facility | ||||||
Line of Credit Facility | ||||||
Line of credit, maximum borrowing capacity | $ 125,000,000 | $ 135,000,000 | ||||
JP Morgan Chase [Member] | Loan and Security Agreement [Member] | Revolving Credit Facility | ||||||
Line of Credit Facility | ||||||
Line of credit, maximum borrowing capacity | $ 150,000,000 | |||||
Line of Credit Facility, Revolving Loan Commitment, Accordion Feature | 75,000,000 | |||||
JP Morgan Chase [Member] | Loan and Security Agreement [Member] | Swing Line Loans | ||||||
Line of Credit Facility | ||||||
Line of credit, maximum borrowing capacity | $ 15,000,000 | |||||
JP Morgan Chase [Member] | Amended Credit Agreement [Member] | Revolving Credit Facility | Minimum | ||||||
Line of Credit Facility | ||||||
Line of Credit Facility, Commitment Fee Percentage | 0.20% | |||||
JP Morgan Chase [Member] | Amended Credit Agreement [Member] | Revolving Credit Facility | Maximum | ||||||
Line of Credit Facility | ||||||
Line of Credit Facility, Commitment Fee Percentage | 0.40% | |||||
Prime Rate | JP Morgan and SunTrust [Member] | ||||||
Line of Credit Facility | ||||||
Line of credit, description of interest rate | PRIME + 0.25% | |||||
Prime Rate | JP Morgan and SunTrust [Member] | Minimum | ||||||
Line of Credit Facility | ||||||
Line of credit, description of interest rate | PRIME - 0.25% | |||||
Prime Rate | JP Morgan and SunTrust [Member] | Maximum | ||||||
Line of Credit Facility | ||||||
Line of credit, description of interest rate | PRIME + 0.50% | |||||
Prime Rate | JP Morgan Chase [Member] | Minimum | ||||||
Line of Credit Facility | ||||||
Line of credit, description of interest rate | PRIME + 0.25% | |||||
Prime Rate | JP Morgan Chase [Member] | Maximum | ||||||
Line of Credit Facility | ||||||
Line of credit, description of interest rate | PRIME + 0.875% | |||||
London Interbank Offered Rate (LIBOR) | JP Morgan and SunTrust [Member] | ||||||
Line of Credit Facility | ||||||
Line of credit, description of interest rate | Adjusted LIBO Rate + 1.75% | |||||
London Interbank Offered Rate (LIBOR) | JP Morgan and SunTrust [Member] | Minimum | ||||||
Line of Credit Facility | ||||||
Line of credit, description of interest rate | Adjusted LIBO Rate + 1.25% | |||||
London Interbank Offered Rate (LIBOR) | JP Morgan and SunTrust [Member] | Maximum | ||||||
Line of Credit Facility | ||||||
Line of credit, description of interest rate | Adjusted LIBO Rate + 2.00% | |||||
London Interbank Offered Rate (LIBOR) | JP Morgan Chase [Member] | Minimum | ||||||
Line of Credit Facility | ||||||
Line of credit, description of interest rate | Adjusted LIBO Rate + 1.25% | |||||
London Interbank Offered Rate (LIBOR) | JP Morgan Chase [Member] | Maximum | ||||||
Line of Credit Facility | ||||||
Line of credit, description of interest rate | Adjusted LIBO Rate + 1.875% | |||||
Interest Rate Swap [Member] | ||||||
Line of Credit Facility | ||||||
Derivative, Notional Amount | $ 80,000,000 | |||||
Derivative, Floor Interest Rate | 0.00% | |||||
Derivative, Fixed Interest Rate | 2.1975% |
Employee Stock Ownership Plan -
Employee Stock Ownership Plan - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2017 | Dec. 31, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Share-based Payment Arrangement [Abstract] | ||||
Initial term of employer loan | 15 years | |||
Employer loan, annual interest rate | 3.71% | |||
Compensation Expense | $ 2.5 | $ 0.9 | $ 2.3 |
Employee Stock Ownership Plan_2
Employee Stock Ownership Plan - ESOP Plan Contributions (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2017 |
Share-based Payment Arrangement [Abstract] | |||
Loan amount (in thousands) | $ 0 | $ 2,145 | $ 4,289 |
Employee Stock Ownership Plan_3
Employee Stock Ownership Plan - Number and Value of ESOP Shares (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Jun. 30, 2018 |
Share-based Payment Arrangement [Abstract] | ||
Allocated shares | 1,393,530 | 1,502,323 |
Committed to be released shares | 0 | 73,826 |
Unallocated shares | 0 | 72,114 |
Total ESOP shares | 1,393,530 | 1,648,263 |
Fair value of ESOP shares | $ 22,812 | $ 50,354 |
Share-Based Compensation - Narr
Share-Based Compensation - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2017 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs | ||||
Weighted average fair value (in US$ per share) | $ 7.78 | $ 10.41 | ||
Common stock, shares authorized (in shares) | 25,000,000 | 25,000,000 | ||
Proceeds from stock option exercises | $ 507 | $ 1,342 | $ 688 | |
Share-based Payment Arrangement, Nonvested Award, Option, Cost Not yet Recognized, Amount | 1,100 | 1,000 | ||
Restricted Stock Units (RSUs) [Member] | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Fair Value | 1,200 | |||
Compensation expense recognized | 200 | |||
Unrecognized compensation cost related to restricted stock | 300 | 900 | ||
Restricted Stock | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Fair Value | 700 | |||
Unrecognized compensation cost related to restricted stock | 400 | 300 | ||
Restricted Stock | General and Administrative Expense | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs | ||||
Compensation expense recognized | $ 0 | 300 | 200 | |
2017 Plan | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs | ||||
Shares authorized (shares) | 900,000 | |||
Common stock, shares authorized (in shares) | 1,021,771 | |||
Common Stock, Capital Shares Reserved for Future Issuance | 740,429 | |||
Share-based compensation, maximum number of shares per employee per calendar year | 250,000 | |||
Stock Options | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs | ||||
Estimated forfeiture rate | 13.00% | |||
Stock Options | General and Administrative Expense | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs | ||||
Compensation expense recognized | $ 500 | $ 300 | 100 | |
NQOs | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs | ||||
Weighted average fair value (in US$ per share) | $ 8.66 | |||
Share price (in US$ per share) | $ 16.37 | $ 30.55 | ||
Proceeds from stock option exercises | $ 300 | $ 1,100 | 500 | |
NQOs | Farmer Bros. Co. Amended and Restated 2007 Long-term Incentive Plan | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs | ||||
Employee Service Share-based Compensation, Nonvested Awards, Weighted Average Remaining Amortization Period | 2 years 11 days | |||
PNQs | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs | ||||
Proceeds from stock option exercises | $ 100 | 300 | 200 | |
PNQs | 2017 Plan | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs | ||||
Share-based Payment Arrangement, Nonvested Award, Option, Cost Not yet Recognized, Amount | 0 | 500 | ||
Compensation expense recognized | $ 300 | $ 800 | $ 1,100 | |
PNQs | Farmer Bros. Co. Amended and Restated 2007 Long-term Incentive Plan | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs | ||||
Weighted average fair value (in US$ per share) | $ 11.42 | |||
Employee Service Share-based Compensation, Nonvested Awards, Weighted Average Remaining Amortization Period | 4 months 10 days | |||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Expirations in Period, Weighted Average Exercise Price | $ 27.50 | |||
Restricted Stock | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | 13,254 | |||
Restricted Stock | Farmer Bros. Co. Amended and Restated 2007 Long-term Incentive Plan | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs | ||||
Employee Service Share-based Compensation, Nonvested Awards, Weighted Average Remaining Amortization Period | 8 months 27 days | |||
Restricted Stock | Omnibus Plan | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs | ||||
Restricted stock granted (in shares) | 30,352 | |||
Restricted stock granted, weighted average grant date fair value (in US$ per share) | $ 20.8 | |||
Restricted Stock Units (RSUs) [Member] | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs | ||||
Restricted stock granted (in shares) | 0 | 47,928 | ||
Restricted stock granted, weighted average grant date fair value (in US$ per share) | $ 25.04 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | 0 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years | |||
Restricted Stock Units (RSUs) [Member] | Farmer Bros. Co. Amended and Restated 2007 Long-term Incentive Plan | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs | ||||
Employee Service Share-based Compensation, Nonvested Awards, Weighted Average Remaining Amortization Period | 2 years 15 days | |||
Vested | NQOs | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs | ||||
Number of options granted (shares) | 154,263 | |||
Weighted average purchase price (in US$ per share) | $ 25.04 | |||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Expirations in Period, Weighted Average Exercise Price | $ 31.70 | |||
Minimum | Restricted Stock Units (RSUs) [Member] | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 0.00% | |||
Maximum | Restricted Stock Units (RSUs) [Member] | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 150.00% |
Share-Based Compensation - Weig
Share-Based Compensation - Weighted-average assumptions using Black-Scholes model (Details) - $ / shares | 12 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Weighted average fair value (in US$ per share) | $ 7.78 | $ 10.41 |
Risk-free interest rate | 3.00% | 2.00% |
Dividend yield | 0.00% | 0.00% |
Average expected term | 4 years 7 months 6 days | 4 years 7 months 6 days |
Expected stock price volatility | 29.60% | 35.40% |
NQOs | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Weighted average fair value (in US$ per share) | $ 8.66 | |
Farmer Bros. Co. Amended and Restated 2007 Long-term Incentive Plan | PNQs | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Weighted average fair value (in US$ per share) | $ 11.42 | |
Risk-free interest rate | 1.50% | |
Dividend yield | 0.00% | |
Average expected term | 4 years 10 months 10 days | |
Expected stock price volatility | 37.70% |
Share-Based Compensation - Stoc
Share-Based Compensation - Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | |
Non-qualified Stock Options with Time-based Vesting (NQO) [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||
Number of options exercised (shares) | (28,798) | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | |||
Weighted Average Exercise Price, Exercised (in US$ per share) | $ 11.32 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | |||
Weighted Average Remaining Life, Beginning balance | 5 years 3 months | 5 years 1 month 6 days | |
Weighted Average Remaining Life, Ending balance | 5 years 3 months | 5 years 1 month 6 days | |
Aggregate Intrinsic Value, Beginning balance | $ 40 | $ 741 | $ 40 |
Aggregate intrinsic value, exercised | 466 | ||
Aggregate Intrinsic Value, Ending balance | $ 40 | $ 741 | |
Non-qualified Stock Options with Time-based Vesting (NQO) [Member] | Vested | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||
Number of options - Beginning balance (in shares) | 161,324 | ||
Number of options granted (shares) | 154,263 | ||
Number of options cancelled/forfeited (shares) | (87,861) | ||
Number of options expired (shares) | (879) | ||
Number of options - Ending balance (in shares) | 198,049 | 161,324 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | |||
Weighted Average Exercise Price, Beginning balance (in US$ per share) | $ 26.82 | ||
Weighted average purchase price (in US$ per share) | 25.04 | ||
Weighted Average Exercise Price, Cancelled/Forfeited (in US$ per share) | 27.53 | ||
Weighted Average Exercise Price, Ending balance (in US$ per share) | $ 27.35 | $ 26.82 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest [Abstract] | |||
Options, Vested and exercisable, Outstanding (in shares) | 50,229 | ||
Options, Vested and exercisable, Weighted Average Exercise Price (in US$ per share) | $ 27.72 | ||
Options, Vested and exercisable, Weighted Average Remaining Contractual Term | 2 years 11 months 5 days | ||
Options, Vested and exercisable, Aggregate Intrinsic Value | $ 40 | ||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Expirations in Period, Weighted Average Exercise Price | $ 31.70 | ||
PNQs | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||
Number of options exercised (shares) | (5,806) | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | |||
Weighted Average Exercise Price, Exercised (in US$ per share) | $ 22.70 | ||
PNQs | Farmer Bros. Co. Amended and Restated 2007 Long-term Incentive Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||
Number of options - Beginning balance (in shares) | 300,708 | ||
Number of options cancelled/forfeited (shares) | (50,451) | ||
Number of options expired (shares) | (14,490) | ||
Number of options - Ending balance (in shares) | 229,961 | 300,708 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | |||
Weighted Average Exercise Price, Beginning balance (in US$ per share) | $ 27.08 | ||
Weighted Average Exercise Price, Cancelled/Forfeited (in US$ per share) | 31.45 | ||
Weighted Average Exercise Price, Ending balance (in US$ per share) | $ 26.21 | $ 27.08 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | |||
Weighted Average Remaining Life, Beginning balance | 1 year 2 months 23 days | 4 years | |
Weighted Average Remaining Life, Ending balance | 1 year 2 months 23 days | 4 years | |
Aggregate Intrinsic Value, Beginning balance | $ 0 | $ 1,207 | $ 0 |
Aggregate Intrinsic Value, Ending balance | $ 0 | $ 1,207 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest [Abstract] | |||
Options, Vested and exercisable, Outstanding (in shares) | 203,021 | ||
Options, Vested and exercisable, Weighted Average Exercise Price (in US$ per share) | $ 25.48 | ||
Options, Vested and exercisable, Weighted Average Remaining Contractual Term | 10 months 10 days | ||
Options, Vested and exercisable, Aggregate Intrinsic Value | $ 0 | ||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Expirations in Period, Weighted Average Exercise Price | $ 27.50 |
Share-Based Compensation - Rest
Share-Based Compensation - Restricted Stock Activity (Details) - $ / shares | 3 Months Ended | 12 Months Ended |
Jun. 30, 2017 | Jun. 30, 2019 | |
Restricted Stock | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||
Shares Awarded, Exercised/Released (in shares) | (13,254) | |
Restricted Stock | Vested | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||
Shares Awarded, Beginning balance (in shares) | 14,958 | |
Shares Awarded, Cancelled/Forfeited (in shares) | 0 | |
Shares Awarded, Ending balance (in shares) | 32,056 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | ||
Weighted Average Grant Date Fair Value, Beginning balance (in US$ per share) | $ 33.48 | |
Weighted Average Grant Date Fair Value, Exercised/Released (in US$ per share) | 33.7 | |
Weighted Average Grant Date Fair Value, Cancelled/Forfeited (in US$ per share) | 0 | |
Weighted Average Grant Date Fair Value, Ending balance (in US$ per share) | $ 21.1 | |
Restricted Stock Units (RSUs) [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||
Shares Awarded, Beginning balance (in shares) | 35,732 | |
Restricted stock granted (in shares) | 0 | 47,928 |
Shares Awarded, Exercised/Released (in shares) | 0 | |
Shares Awarded, Cancelled/Forfeited (in shares) | (32,423) | |
Shares Awarded, Ending balance (in shares) | 51,237 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | ||
Weighted Average Grant Date Fair Value, Beginning balance (in US$ per share) | $ 31.70 | |
Restricted stock granted, weighted average grant date fair value (in US$ per share) | 25.04 | |
Weighted Average Grant Date Fair Value, Exercised/Released (in US$ per share) | 0 | |
Weighted Average Grant Date Fair Value, Cancelled/Forfeited (in US$ per share) | 28.19 | |
Weighted Average Grant Date Fair Value, Ending balance (in US$ per share) | $ 27.69 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Additional Disclosures [Abstract] | ||
Vested and Expected to Vest, Outstanding, Number (in shares) | 0 | |
Vested and Expected to Vest, Weighted Average Exercise Price (in US$ per share) | $ 0 | |
Farmer Bros. Co. Amended and Restated 2007 Long-Term Incentive Plan | Restricted Stock | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||
Restricted stock granted (in shares) | 30,352 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | ||
Restricted stock granted, weighted average grant date fair value (in US$ per share) | $ 20.8 |
Other Current Liabilities (Deta
Other Current Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Jun. 30, 2018 |
Payables and Accruals [Abstract] | ||
Accrued postretirement benefits | $ 1,068 | $ 810 |
Accrued workers’ compensation liabilities | 1,495 | 1,698 |
Short-term pension liabilities(1) | 0 | 3,761 |
Earnout payable(2) | 1,000 | 600 |
Working capital dispute payable(3) | 354 | 0 |
Other(4) | 3,392 | 3,790 |
Other current liabilities | $ 7,309 | $ 10,659 |
Other Long-Term Liabilities (De
Other Long-Term Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Jan. 09, 2019 | Jan. 08, 2019 | Jun. 30, 2018 |
Other Liabilities Disclosure [Abstract] | ||||
Long-term obligations under capital leases | $ (2) | $ 58 | ||
Derivative liabilities—noncurrent | 1,612 | 386 | ||
Multiemployer Plan Holdback—Boyd Coffee | 0 | 1,056 | ||
Cumulative preferred dividends, undeclared and unpaid—noncurrent | 618 | 312 | ||
Deferred income taxes | 1,795 | 0 | ||
Other long-term liabilities | 4,023 | $ 1,812 | ||
Multiemployer Plans, Withdrawal Obligation, Assessment | $ 500 | $ 500 | $ 500 |
Income Taxes - Current and Defe
Income Taxes - Current and Deferred Components of Provision For Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2017 | |
Current: | |||
Federal | $ (1,774) | $ 101 | $ 132 |
State | 231 | 56 | 340 |
Total current income tax benefit | (1,543) | 157 | 472 |
Deferred: | |||
Federal | 30,618 | 17,090 | 12,120 |
State | 11,036 | 65 | 2,223 |
Total deferred income tax expense (benefit) | 41,654 | 17,155 | 14,343 |
Income tax (benefit) expense | $ 40,111 | $ 17,312 | $ 14,815 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2017 | |
Income Tax Disclosure | ||||
Unrecognized Tax Benefits, Period Increase (Decrease) | $ 0 | $ 0 | ||
Federal business tax credits | $ 800,000 | |||
Alternative Minimum Tax Credits | 1,700,000 | |||
Deferred Tax Assets, Tax Credit Carryforwards, Alternative Minimum Tax, Refundable | 800,000 | |||
Deferred tax assets | 69,535,000 | 62,896,000 | ||
Deferred Tax Assets, Net of Valuation Allowance | 50,200,000 | |||
Valuation allowance | (1,613,000) | (52,019,000) | (1,896,000) | $ (1,613,000) |
Valuation allowance | 50,123,000 | 283,000 | $ (14,000) | |
Valuation allowance increase (decrease) | $ 50,100,000 | 300,000 | ||
Unrecognized tax benefits | 0 | |||
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued | 0 | |||
Income tax penalties and interest expense on unrecognized tax benefits | $ 0 | $ 0 | ||
Statutory tax rate | 21.00% | 28.00% | 35.00% | |
Tax Cuts and Jobs Act, Incomplete Accounting, Provisional Income Tax Expense (Benefit) | $ 18,000,000 | |||
Federal | ||||
Income Tax Disclosure | ||||
Operating loss carryforwards | 146,800,000 | |||
State and Local Jurisdiction | ||||
Income Tax Disclosure | ||||
Operating loss carryforwards | $ 113,400,000 |
Income Taxes - Reconciliation t
Income Taxes - Reconciliation to Fedreal Statutory Rate (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2017 | |
Effective Income Tax Rate, Continuing Operations, Tax Rate Reconciliation [Abstract] | |||
Statutory tax rate | 21.00% | 28.00% | 35.00% |
Income tax benefit at statutory rate | $ (7,032) | $ (272) | $ 13,078 |
State income tax (net of federal tax benefit) | (1,295) | 12 | 1,707 |
Dividend income exclusion | 0 | 0 | (134) |
Valuation allowance | 50,123 | 283 | (14) |
Change in contingency reserve (net) | 124 | 18,022 | (54) |
Change in tax rate | 0 | 19 | 1 |
Other (net) | (1,809) | (752) | 231 |
Income tax (benefit) expense | $ 40,111 | $ 17,312 | $ 14,815 |
Income Taxes - Components of th
Income Taxes - Components of the Temporary Differences (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2017 |
Deferred Tax Assets: [Abstract] | |||
Postretirement benefits | $ 20,775 | $ 18,862 | |
Accrued liabilities | 5,042 | 4,754 | |
Net operating loss carryforward | 37,768 | 32,552 | |
Other | 5,950 | 6,728 | |
Total deferred tax assets | 69,535 | 62,896 | |
Deferred tax liabilities: [Abstract] | |||
Fixed assets | (15,562) | (16,156) | |
Other | (3,749) | (5,536) | |
Total deferred tax liabilities | (19,311) | (21,692) | |
Valuation allowance | (52,019) | (1,896) | $ (1,613) |
Deferred tax assets, net | $ 39,308 | ||
Deferred Tax Liabilities, Net | $ (1,795) |
Net (Loss) Income Per Common _3
Net (Loss) Income Per Common Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||
Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2017 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||||||||
Undistributed net (loss) income available to common stockholders | $ (74,054) | $ (18,652) | $ 22,524 | |||||||||
Undistributed net (loss) income available to nonvested restricted stockholders and holders of convertible preferred stock | (76) | (17) | 27 | |||||||||
Undistributed net (loss) income available to common stockholders | $ 22,551 | $ (74,130) | $ (18,669) | $ 22,551 | ||||||||
Weighted average common shares outstanding - basic (in shares) | 16,996,354 | 16,815,020 | 16,668,745 | |||||||||
Shares issuable under stock options (in shares) | 0 | 0 | 117,007 | |||||||||
Weighted average common shares outstanding—diluted (in shares) | 16,785,752 | 16,996,354 | 16,815,020 | 16,785,752 | ||||||||
Net income (loss) per common share - basic (in US$ per share) | $ (0.52) | $ (3.05) | $ 0 | $ (0.60) | $ (0.18) | $ 1.35 | $ (0.14) | $ (1.03) | $ 0.05 | $ (4.36) | $ (1.11) | $ 1.35 |
Net income (loss) per common share - diluted (in US$ per share) | $ (0.52) | $ (3.05) | $ 0 | $ (0.60) | $ (0.18) | $ 1.34 | $ (0.14) | $ (1.03) | $ 0.05 | $ (4.36) | $ (1.11) | $ 1.34 |
Stock Options | ||||||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 0 | 462,032 | 24,671 | |||||||||
Cumulative Preferred Stock [Member] | ||||||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 407,734 | 393,769 | 0 | |||||||||
Restricted Stock Units (RSUs) [Member] | ||||||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 0 | 35,732 | 0 |
Preferred Stock - Narrative (De
Preferred Stock - Narrative (Details) - USD ($) | Oct. 02, 2017 | Jun. 30, 2019 | Jun. 30, 2018 |
Class of Stock [Line Items] | |||
Preferred stock, shares authorized (in shares) | 500,000 | 500,000 | |
Preferred stock, par value (in US$ per share) | $ 1 | $ 1 | |
Series A Preferred Stock | |||
Class of Stock [Line Items] | |||
Preferred stock, shares authorized (in shares) | 21,000 | ||
Preferred stock, par value (in US$ per share) | $ 1,000 | $ 1,063 | |
Conversion price (in US$ per share) | $ 38.32 | ||
Undeclared and unpaid preferred dividends | $ 924,347 | ||
Preferred stock, issued (in shares) | 14,700 | 14,700 | |
Dividend rate | 3.50% |
Preferred Stock - Schedule of S
Preferred Stock - Schedule of Series A Preferred Stock (Details) - USD ($) | 12 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Oct. 02, 2017 | |
Class of Stock [Line Items] | |||
Shares Authorized (in shares) | 500,000 | 500,000 | |
Stated Value per Share (in US$ per share) | $ 1 | $ 1 | |
Carrying Value | $ 15,000 | $ 15,000 | |
Liquidation Preference | $ 15,624 | $ 15,089 | |
Series A Preferred Stock | |||
Class of Stock [Line Items] | |||
Shares Authorized (in shares) | 21,000 | ||
Shares Issued and Outstanding (in shares) | 14,700 | 14,700 | |
Stated Value per Share (in US$ per share) | $ 1,063 | $ 1,000 | |
Carrying Value | $ 15,624 | ||
Cumulative Preferred Dividends, Undeclared and Unpaid | 924,347 | ||
Liquidation Preference | $ 15,624,000 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2017 | |
Contractual Obligations | |||
Rent expense | $ 6.4 | $ 5.5 | $ 5.1 |
Northlake, Texas | |||
Contractual Obligations | |||
Purchase Obligation | 3.3 | ||
Inventories [Member] | Coffee | |||
Contractual Obligations | |||
Purchase Obligation | 48.6 | ||
Inventories [Member] | Other Inventory [Member] | |||
Contractual Obligations | |||
Purchase Obligation | $ 9.4 |
Commitments and Contingencies_2
Commitments and Contingencies - Contractual Obligations (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Jun. 30, 2018 |
Operating Lease Obligations | ||
2020 | $ 4,434 | |
2021 | 3,238 | |
2022 | 2,472 | |
2023 | 2,131 | |
2024 | 2,025 | |
Thereafter | 4,389 | |
Future Minimum Payments Due | 18,689 | |
Capital Lease Obligations | ||
2020 | 36 | |
2021 | 1 | |
Total minimum lease payments | 37 | |
Less: imputed interest (0.82% to 10.66%) | (2) | |
Capital Lease Obligations | 35 | |
Less: current portion | 34 | $ 190 |
Long-term obligations under capital leases | $ 1 | |
Minimum | ||
Capital Lease Obligations | ||
Imputed interest rate on capital leases | 0.82% | |
Maximum | ||
Capital Lease Obligations | ||
Imputed interest rate on capital leases | 10.66% |
Revenue Recognition (Details)
Revenue Recognition (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2017 | |
Disaggregation of Revenue [Line Items] | |||||||||||
Net sales | $ 142,050 | $ 146,679 | $ 149,538 | $ 159,773 | $ 147,440 | $ 157,927 | $ 167,366 | $ 131,713 | $ 595,942 | $ 606,544 | $ 541,500 |
Concentration risk (percent) | 100.00% | 100.00% | 100.00% | ||||||||
Receivables from contracts with customers | $ 53,593 | $ 54,547 | $ 53,593 | $ 54,547 | $ 44,500 | ||||||
Coffee (Roasted) [Member] | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net sales | $ 378,583 | $ 379,951 | $ 339,358 | ||||||||
Concentration risk (percent) | 63.50% | 62.60% | 62.70% | ||||||||
Coffee (Frozen Liquid) [Member] | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net sales | $ 34,541 | $ 34,794 | $ 32,827 | ||||||||
Concentration risk (percent) | 5.80% | 5.70% | 6.10% | ||||||||
Tea (Iced & Hot) [Member] | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net sales | $ 33,109 | $ 32,477 | $ 29,256 | ||||||||
Concentration risk (percent) | 5.60% | 5.40% | 5.40% | ||||||||
Culinary [Member] | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net sales | $ 64,100 | $ 64,432 | $ 55,592 | ||||||||
Concentration risk (percent) | 10.80% | 10.60% | 10.30% | ||||||||
Spice [Member] | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net sales | $ 24,101 | $ 25,150 | $ 24,895 | ||||||||
Concentration risk (percent) | 4.00% | 4.20% | 4.60% | ||||||||
Other Beverages [Member] | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net sales | $ 58,367 | $ 66,699 | $ 56,653 | ||||||||
Concentration risk (percent) | 9.80% | 11.00% | 10.40% | ||||||||
Product [Member] | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net sales | $ 592,801 | $ 603,503 | $ 538,581 | ||||||||
Concentration risk (percent) | 99.50% | 99.50% | 99.50% | ||||||||
Fuel Surcharge [Member] | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net sales | $ 3,141 | $ 3,041 | $ 2,919 | ||||||||
Concentration risk (percent) | 0.50% | 0.50% | 0.50% |
Selected Quarterly Financial _3
Selected Quarterly Financial Data (Unaudited) - Financial Data (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||
Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2017 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||||
Net sales | $ 142,050 | $ 146,679 | $ 149,538 | $ 159,773 | $ 147,440 | $ 157,927 | $ 167,366 | $ 131,713 | $ 595,942 | $ 606,544 | $ 541,500 | |
Cost of goods sold | 104,327 | 106,779 | 96,806 | 106,529 | 99,205 | 105,629 | 111,089 | 85,630 | 416,840 | 399,155 | 354,649 | |
Gross profit | 37,723 | 39,900 | 52,732 | 53,244 | 48,235 | 52,298 | 56,277 | 46,083 | 179,102 | 207,389 | 186,851 | |
Selling expenses | 28,324 | 34,422 | 40,655 | 39,591 | 37,310 | 37,754 | 42,127 | 32,856 | 139,647 | 153,391 | 133,534 | |
Income (loss) from operations | (7,024) | (6,102) | 1,984 | 502 | (2,078) | (2,785) | 10 | 1,845 | (14,702) | 1,053 | 38,934 | |
Net (loss) income | $ (8,760) | $ (51,749) | $ 133 | $ (10,100) | $ (2,986) | $ (2,193) | $ (17,060) | $ 841 | $ (73,595) | $ (18,280) | $ 22,551 | |
Net income (loss) per common share - basic (in US$ per share) | $ (0.52) | $ (3.05) | $ 0 | $ (0.60) | $ (0.18) | $ 1.35 | $ (0.14) | $ (1.03) | $ 0.05 | $ (4.36) | $ (1.11) | $ 1.35 |
Net income (loss) per common share - diluted (in US$ per share) | $ (0.52) | $ (3.05) | $ 0 | $ (0.60) | $ (0.18) | $ 1.34 | $ (0.14) | $ (1.03) | $ 0.05 | $ (4.36) | $ (1.11) | $ 1.34 |
As Previously Reported | ||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||||
Net sales | $ 149,538 | $ 157,927 | $ 167,366 | $ 131,713 | ||||||||
Cost of goods sold | 96,939 | 105,716 | 111,175 | 85,672 | $ 399,502 | $ 354,622 | ||||||
Gross profit | 52,599 | 52,211 | 56,191 | 46,041 | 207,042 | 186,878 | ||||||
Selling expenses | 41,256 | 38,041 | 42,414 | 32,828 | 154,539 | 133,329 | ||||||
Income (loss) from operations | 2,001 | (2,767) | 28 | 1,862 | $ 1,124 | $ 39,178 | ||||||
Net (loss) income | $ 133 | $ (2,193) | $ (17,060) | $ 840 | ||||||||
Net income (loss) per common share - basic (in US$ per share) | $ 0 | $ (0.14) | $ (1.03) | $ 0.05 | ||||||||
Net income (loss) per common share - diluted (in US$ per share) | $ 0 | $ (0.14) | $ (1.03) | $ 0.05 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event [Member] - USD ($) $ in Millions | Aug. 28, 2019 | Jul. 31, 2019 | Sep. 06, 2019 |
Subsequent Event [Line Items] | |||
Cash proceeds from sale | $ 9.3 | ||
Additional earnout | $ 2.3 | ||
Seattle Branch [Member] | |||
Subsequent Event [Line Items] | |||
Sale of property | $ 7.9 | ||
Houston Texas Facility [Member] | |||
Subsequent Event [Line Items] | |||
Sale leaseback transaction | $ 10 |
Uncategorized Items - farm-2019
Label | Element | Value |
Accounting Standards Update 2017-12 [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ 133,000 |
Accounting Standards Update 2017-12 [Member] | AOCI Attributable to Parent [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | (209,000) |
Accounting Standards Update 2017-12 [Member] | Retained Earnings [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | 342,000 |
Accounting Standards Update 2016-09 [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | 1,641,000 |
Accounting Standards Update 2016-09 [Member] | AOCI Attributable to Parent [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | 0 |
Accounting Standards Update 2016-09 [Member] | Retained Earnings [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ 1,641,000 |