Employee Benefit Plans | Employee Benefit Plans The Company provides the following benefit plans • 401(k); • health and other welfare benefit plans; and • in certain circumstances, pension and postretirement benefits. See below for detail description of each benefit plan. Generally, the plans provide health benefits after 30 days of employment and other retirement benefits based on years of service and/or a combination of years of service and earnings. Single Employer Pension Plans As of June 30, 2022, the Company has two defined benefit pension plans for certain employees (the "Farmer Bros. 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 plan freeze, participants are eligible to receive the Company's matching contributions to their 401(k). Prior to the termination of the Farmer Bros. Co. Pension Plan for Salaried Employees (the "Salaried Plan") effective December 1, 2018, 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 $25,000, retirees and beneficiaries currently receiving benefit payments under the Salaried Plan, and former employees who have deferred vested benefits under the Salaried Plan, were transferred to the Farmer Bros. Plan. Upon termination of the Salaried Plan, all remaining plan participants elected to receive a distribution of his/her entire accrued benefit under the Salaried Plan in a single cash lump sum or an individual insurance company annuity contract, in either case, funded directly by Salaried Plan assets. Obligations and Funded Status Farmer Bros. Plan Hourly Employees’ Plan Total ($ in thousands) 2022 2021 2022 2021 2022 2021 Change in projected benefit obligation Benefit obligation at the beginning of the year $ 129,091 $ 133,326 $ 5,070 $ 5,086 $ 134,161 $ 138,412 Interest cost 3,262 3,309 129 128 3,391 3,437 Actuarial gain (23,646) (1,437) (1,067) (6) (24,713) (1,443) Benefits paid (6,199) (6,107) (181) (138) (6,380) (6,245) Projected benefit obligation at the end of the year $ 102,508 $ 129,091 $ 3,951 $ 5,070 $ 106,459 $ 134,161 Change in plan assets Fair value of plan assets at the beginning of the year $ 90,508 $ 75,904 $ 4,603 $ 3,915 $ 95,111 $ 79,819 Actual return on plan assets (11,371) 17,648 (574) 826 (11,945) 18,474 Employer contributions 1,312 3,063 — — 1,312 3,063 Benefits paid (6,199) (6,107) (181) (138) (6,380) (6,245) Fair value of plan assets at the end of the year $ 74,250 $ 90,508 $ 3,848 $ 4,603 $ 78,098 $ 95,111 Funded status at end of year (underfunded) $ (28,258) $ (38,583) $ (103) $ (467) $ (28,361) $ (39,050) Amounts recognized in consolidated balance sheets Noncurrent liabilities (28,258) (38,583) (103) (467) (28,361) (39,050) Total $ (28,258) $ (38,583) $ (103) $ (467) $ (28,361) $ (39,050) Amounts recognized in AOCI Net loss 36,818 45,716 173 453 36,991 46,169 Total accumulated OCI (not adjusted for applicable tax) $ 36,818 $ 45,716 $ 173 $ 453 $ 36,991 $ 46,169 Weighted average assumptions used to determine benefit obligations Discount rate 4.50 % 2.60 % 4.50 % 2.60 % 4.50 % 2.60 % Rate of compensation increase 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 Hourly Employees’ Plan June 30, Total ($ in thousands) 2022 2021 2020 2022 2021 2020 2022 2021 2020 Components of net periodic benefit cost Interest cost 3,262 3,309 4,084 129 128 152 3,391 3,437 4,236 Expected return on plan assets (4,734) (3,959) (4,174) (214) (192) (232) (4,948) (4,151) (4,406) Amortization of net loss 1,356 1,987 1,475 — 23 4 1,356 2,010 1,479 Net periodic benefit cost $ (116) $ 1,337 $ 1,385 $ (85) $ (41) $ (76) $ (201) $ 1,296 $ 1,309 Other changes recognized in OCI Net (gain) loss (1) $ (7,542) $ (15,127) 14,225 (279) (640) 554 (7,821) (15,767) 14,779 Amortization of net loss (1,356) (1,987) (1,475) — (23) (4) (1,356) (2,010) (1,479) Total recognized in other comprehensive income $ (8,898) $ (17,114) $ 12,750 $ (279) $ (663) $ 550 $ (9,177) $ (17,777) $ 13,300 Total recognized in net periodic benefit cost and OCI $ (9,014) $ (15,777) $ 14,135 $ (364) $ (704) $ 474 (9,378) (16,481) 14,609 Weighted-average assumptions used to determine net periodic benefit cost Discount rate 2.60 % 2.55 % 3.45 % 2.60 % 2.55 % 3.45 % 2.60 % 2.55 % 3.45 % Expected long-term return on plan assets 6.25 % 6.25 % 6.75 % 6.50 % 6.25 % 6.75 % 6.38 % 6.25 % 6.75 % Rate of compensation increase N/A N/A N/A N/A N/A N/A N/A N/A N/A (1) Net gain for fiscal year ended June 30, 2022 and 2021 was primarily due to plan assets returns. Net loss for fiscal year ended June 30, 2020 was primarily due to decline in interest rate, and to a less extent decline in plan assets returns. 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) 2020. 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 2020 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 Hourly Employees’ Plan Total ($ in thousands) 2022 2021 2022 2021 2022 2021 Comparison of obligations to plan assets Projected benefit obligation $ 102,508 $ 129,091 $ 3,951 $ 5,070 $ 106,459 $ 134,161 Accumulated benefit obligation 102,508 129,091 3,951 5,070 106,459 134,161 Fair value of plan assets at measurement date 74,250 90,508 3,848 4,603 78,098 95,111 Plan assets by category Equity securities 46,121 58,089 755 2,958 46,876 61,047 Debt securities 21,891 27,311 3,093 1,394 24,984 28,705 Real estate 6,238 5,108 — 251 6,238 5,359 Total $ 74,250 $ 90,508 $ 3,848 $ 4,603 $ 78,098 $ 95,111 Plan assets by category Equity securities 62.1 % 64.2 % 19.6 % 64.2 % 60.0 % 64.2 % Debt securities 29.5 % 30.2 % 80.4 % 30.3 % 32.0 % 30.2 % Real estate 8.4 % 5.6 % — % 5.6 % 8.0 % 5.6 % Total 100 % 100 % 100 % 100 % 100 % 100 % Fair values of plan assets were as follows: As of June 30, 2022 (In thousands) Total Level 1 Level 2 Level 3 Investments measured at NAV Farmer Bros. Plan $ 74,250 $ — $ — $ — $ 74,250 Hourly Employees’ Plan 3,848 — — — 3,848 As of June 30, 2021 (In thousands) Total Level 1 Level 2 Level 3 Investments measured at NAV Farmer Bros. Plan $ 90,508 $ — $ — $ — $ 90,508 Hourly Employees’ Plan 4,603 — — — 4,603 The following is the target asset allocation for the Company's single employer pension plans— Farmer Bros. Plan and Hourly Employees' Plan—for fiscal 2023: Fiscal 2023 U.S. large cap equity securities 38.9 % U.S. small cap equity securities 3.3 % International equity securities 17.8 % Debt securities 32.0 % Real Asset 8.0 % Total 100.0 % Estimated Amounts in OCI Expected To Be Recognized In fiscal 2023, the Company expects to recognize net periodic benefit of $1.7 million for the Farmer Bros. Plan and $44.3 thousand for the Hourly Employees’ Plan. Estimated Future Contributions and Refunds In fiscal 2023, the Company expects to contribute $2.1 million to the Farmer Bros. Plan and does not expect to contribute to the Hourly Employees’ Plan. Estimated Future Benefit Payments The following benefit payments are expected to be paid over the next 10 fiscal years: (In thousands) Farmer Bros. Plan Hourly Employees’ Plan Year Ending: June 30, 2023 $ 7,210 $ 220 June 30, 2024 7,060 210 June 30, 2025 7,190 220 June 30, 2026 7,200 220 June 30, 2027 7,250 230 June 30, 2028 to June 30, 2032 35,130 1,220 These amounts are based on current data and assumptions and reflect expected future service, as appropriate. Multiemployer Pension Plans The Company participates in one multiemployer defined benefit pension plan that is union sponsored and collectively bargained for the benefit of certain employees subject to collective bargaining agreements, called the Western Conference of Teamsters Pension Plan ("WCTPP"). The Company makes contributions to this plan generally based on the number of hours worked by the participants in accordance with the provisions of negotiated labor contracts. Pension Protection Act Zone Status Pension Fund EIN-PN As of 1/1/2022 Western Conference of Teamsters Pension Plan 91-6145047-001 Green The company also contributes to two defined contribution pension plans ("All Other Plans") that are union sponsored and collectively bargained for the benefit of certain employees subject to collective bargaining agreements. The Company’s minimum contributions to these plans are defined within the collective bargaining agreements. Contributions made by the Company to the multiemployer pension plans were as follows: (In thousands) WCTPP(1)(2)(3) All Other Plans Year Ended: June 30, 2022 $ 961 $ 29 June 30, 2021 1,049 33 June 30, 2020 1,685 34 ____________ (1) Individually significant plan. (2) Less than 5% of total contribution to WCTPP based on WCTPP's FASB Disclosure Statement (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. 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. 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. 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, 2025. The Company's aggregate contributions to multiemployer plans other than pension plans in the fiscal years ended June 30, 2022, 2021 and 2020 were $3.0 million, $2.8 million and $4.2 million, respectively. The Company expects to contribute an aggregate of approximately $3.0 million towards multiemployer plans other than pension plans in fiscal 2023. 401(k) Plan The Farmer Bros. Co. 401(k) Plan (the "401(k) Plan") is available to all eligible employees. The 401(k) Plan 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. In March 2020, due to the impact the COVID-19 pandemic had on the Company's business and financial results, the Company elected to suspend the 401(k) Plan matching contribution for non-union employees. Beginning in July 2021, the Company re-instated a 401(k) Plan matching program (the "401(k) Match") for non-union employees, matching 50% of an non-union employee's annual contribution to the 401(k) Plan, up to 6% of such employee's eligible income, similar to the program prior to suspension in March 2020. Beginning in January 2022, the Company amended the 401(k) Match, whereby the Company, on a quarterly basis, will contribute, instead of cash, shares of the Company’s common stock., par value $1.00 per share (the “Common Stock”) with a value equal to 50% of any non-union employee's annual contribution to the 401(k) Plan, up to 6% of such employee's eligible income. The terms of the match are substantially the same as the safe-harbor non-elective contribution. The Company recorded matching contributions of $2.0 million, $0.1 million and $1.8 million in operating expenses for the fiscal years ended June 30, 2022, 2021 and 2020, 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 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 years ended June 30, 2022, 2021 and 2020 the Company contributed a total of 371,566 shares, 373,697 shares and 290,567 shares of the Company’s common stock with a value of $3.6 million, $2.4 million and $2.9 million, respectively, to eligible participants’ annual plan compensation. Effective January 1, 2022, the Company amended the 401(k) Plan to, among other things, increase the number of shares of Common Stock, available for issuance under the 401(k) Plan by 2,000,000 additional shares and permit participants in the 401(k) Plan to invest a portion of their 401(k) Plan accounts into Common Stock. Effective January 1, 2022, the Company merged the ESOP into the 401(k) Plan and transferred all of the assets and shares in the ESOP to the 401(k) Plan. Postretirement Benefits The Company sponsored a postretirement defined benefit plan that covered qualified non-union retirees and certain qualified union retirees (“Retiree Medical Plan”). On March 23, 2020, the Company announced a plan to amend and terminate the Retiree Medical Plan effective January 1, 2021. The plan provided 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 were 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 communication of its intention to amend and terminate the Retiree Medical Plan triggered re-measurement and curtailment of the plan. As a result, the re-measurement generated a prior service credit of $13.4 million to be amortized over the remaining months of the plan through January 1, 2021, and a revised net periodic postretirement benefit credit recognized in fiscal year 2021 of $14.6 million. Also, the Company recognized a one-time non-cash curtailment gain of $5.8 million for the year ended June 30, 2020. The Company provides a postretirement death benefit (“Death Benefit”) to certain 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 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. In June 2021, the Company amended the Death Benefit Plan effective immediately, which triggered re-measurement of the plan. The Company surrendered the purchased life insurance policies that funded these death benefits, and received cash proceeds from the insurance carriers. In conjunction with the amendment, the Company created a new Executive Death Benefit Plan (the “Executive Death Benefit Plan”) for a small group of participants in the Death Benefit Plan. Under the Executive Death Benefit Plan, the participants receive the same benefits they would have received under the Death Benefit Plan. The Company also retained the life insurance policies to fund the postretirement death benefit of these participants, and have a long-term receivable in Other Assets of $0.5 million as of June 30, 2022 which equates to the cash surrender value of the policies. As a result of the amendment and re-measurement of the Death Benefit Plan, the Company recognized a one-time non-cash net settlement gain of $6.4 million for the year ended June 30, 2021. The following table shows the components of net periodic postretirement benefit cost Year Ended June 30, (In thousands) 2022 2021 2020 Components of Net Periodic Postretirement Benefit Cost (Credit): Service cost $ — $ 19 $ 446 Interest cost 27 293 725 Amortization of net gain 11 (5,296) (3,067) Curtailment credit - Retiree Medical — — (5,750) Amortization of prior service credit — (8,961) (5,666) Settlement credit - Retiree Medical — (6,669) — Net periodic postretirement benefit (credit) cost $ 38 $ (20,614) $ (13,312) 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 for the Death Benefit Plan. Year Ended June 30, ($ in thousands) 2022 2021 Amortization of Net (Gain) Loss: Net loss as of July 1 $ 74 $ 280 Net loss subject to amortization 74 280 Corridor (10% of greater of APBO or assets) 84 101 Net loss in excess of corridor $ — $ 179 Amortization years 16.0 16.6 The following tables provide a reconciliation of the benefit obligation and plan assets for the Retiree Medical Plan, Death Benefit Plan and Executive Death Benefit Plan: As of June 30, (In thousands) 2022 2021 Change in Benefit Obligation: Projected postretirement benefit obligation at beginning of year $ 1,012 $ 10,739 Service cost — 19 Interest cost 27 293 Participant contributions — 233 Actuarial (gains) losses (195) 151 Termination of benefits — (9,290) Benefits paid — (1,133) Projected postretirement benefit obligation at end of year $ 844 $ 1,012 Year Ended June 30, (In thousands) 2022 2021 Change in Plan Assets: Fair value of plan assets at beginning of year $ — $ — Employer contributions — 1,068 Participant contributions — 232 Settlements — (167) Benefits paid — (1,133) Fair value of plan assets at end of year $ — $ — Projected postretirement benefit obligation at end of year 844 1,012 Funded status of plan $ (844) $ (1,012) June 30, (In thousands) 2022 2021 Amounts Recognized in the Consolidated Balance Sheets Consist of: Current liabilities $ (57) $ (52) Noncurrent liabilities (787) (960) Total $ (844) $ (1,012) (In thousands) Estimated Future Benefit Payments: Year Ending: June 30, 2023 $ 56 June 30, 2024 58 June 30, 2025 61 June 30, 2026 63 June 30, 2027 64 June 30, 2028 to June 30, 2031 320 Expected Contributions: June 30, 2023 $ 56 |