Audit Information
Audit Information | 12 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Auditor Information [Abstract] | ||
Auditor Name | GRANT THORNTON LLP | DELOITTE & TOUCHE LLP |
Auditor Location | Dallas, Texas | Dallas, Texas |
Auditor Firm ID | 248 | 34 |
Cover Page
Cover Page - USD ($) $ in Millions | 12 Months Ended | ||
Jun. 30, 2022 | Aug. 22, 2022 | Dec. 31, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Transition Report | false | ||
Document Annual Report | true | ||
Entity File Number | 001-34249 | ||
Entity Registrant Name | Farmer Brothers Co | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 95-0725980 | ||
Entity Address, Address Line One | 1912 Farmer Brothers Drive | ||
Entity Filer Category | Accelerated Filer | ||
Entity Shell Company | false | ||
Entity Emerging Growth Company | false | ||
Entity Small Business | false | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Title of 12(b) Security | Common Stock, par value $1.00 per share | ||
Trading Symbol | FARM | ||
Entity Public Float | $ 96.3 | ||
Entity Common Stock, Shares Outstanding | 18,825,412 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2022 | ||
Entity Central Index Key | 0000034563 | ||
Amendment Flag | false | ||
Entity Address, City or Town | Northlake | ||
Entity Address, State or Province | TX | ||
Entity Address, Postal Zip Code | 76262 | ||
City Area Code | 682 | ||
Local Phone Number | 549-6600 | ||
Security Exchange Name | NASDAQ | ||
ICFR Auditor Attestation Flag | true | ||
Document Period End Date | Jun. 30, 2022 | ||
Current Fiscal Year End Date | --06-30 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Jun. 30, 2022 | Jun. 30, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 9,819,000 | $ 10,263,000 |
Restricted cash | 175,000 | 175,000 |
Accounts and notes receivable, net of allowance for credit losses of $195 and $325, respectively | 46,935,000 | 40,321,000 |
Inventories | 99,618,000 | 76,791,000 |
Short-term derivative assets | 3,022,000 | 4,351,000 |
Prepaid expenses | 4,491,000 | 5,594,000 |
Assets held for sale | 1,032,000 | 1,591,000 |
Total current assets | 165,092,000 | 139,086,000 |
Property, plant and equipment, net | 138,150,000 | 150,091,000 |
Intangible assets, net | 15,863,000 | 18,252,000 |
Right-of-use operating lease assets | 27,957,000 | 26,254,000 |
Other assets | 3,009,000 | 4,323,000 |
Total assets | 350,071,000 | 338,006,000 |
Current liabilities: | ||
Accounts payable | 52,877,000 | 45,703,000 |
Accrued payroll expenses | 14,761,000 | 15,345,000 |
Right-of-use operating lease liabilities - current | 7,721,000 | 6,262,000 |
Term loan - current | 3,800,000 | 950,000 |
Short-term derivative liability | 2,349,000 | 1,555,000 |
Other current liabilities | 6,095,000 | 6,425,000 |
Total current liabilities | 87,603,000 | 76,240,000 |
Long-term borrowings under revolving credit facility | 63,000,000 | 43,500,000 |
Loans Payable, Noncurrent | 40,123,000 | 44,328,000 |
Accrued pension liabilities | 28,540,000 | 39,229,000 |
Accrued postretirement benefits | 787,000 | 960,000 |
Accrued workers’ compensation liabilities | 3,169,000 | 3,649,000 |
Right-of-use operating lease liabilities | 20,762,000 | 20,049,000 |
Other long-term liabilities | 1,339,000 | 5,092,000 |
Total liabilities | 245,323,000 | 233,047,000 |
Commitments and contingencies (Note 18) | ||
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, 2022 and 2021, respectively; liquidation preference of $17,346 and $16,752 as of June 30, 2022 and 2021, respectively | 15,000 | 15,000 |
Common stock, $1.00 par value, 50,000,000 and 25,000,000 shares authorized; 18,464,966 and 17,852,793 shares issued and outstanding at June 30, 2022 and 2021, respectively | 18,466,000 | 17,853,000 |
Additional paid-in capital | 71,997,000 | 66,109,000 |
Retained earnings | 52,701,000 | 66,311,000 |
Accumulated other comprehensive loss | (38,431,000) | (45,329,000) |
Total stockholders’ equity | 104,748,000 | 104,959,000 |
Total liabilities and stockholders’ equity | $ 350,071,000 | $ 338,006,000 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2022 | Jun. 30, 2021 |
Preferred stock, par value (in US$ per share) | $ 1 | $ 1 |
Preferred stock, shares authorized (in shares) | 500,000 | 500,000 |
Preferred stock, issued (in shares) | 14,700 | 14,700 |
Preferred Stock, outstanding (in shares) | 14,700 | 14,700 |
Liquidation Preference | $ 17,346 | $ 16,752 |
Common stock, par value (in US$ per share) | $ 1 | $ 1 |
Common stock, shares authorized (in shares) | 50,000,000 | 25,000,000 |
Common stock, shares issued (in shares) | 18,464,966 | 18,464,966 |
Common stock, shares outstanding (in shares) | 17,852,793 | 17,852,793 |
Cumulative Preferred Stock | ||
Preferred stock, shares authorized (in shares) | 21,000 | 21,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | |
Income Statement [Abstract] | |||
Net sales | $ 469,193 | $ 397,850 | $ 501,320 |
Cost of goods sold | 332,277 | 296,925 | 363,198 |
Gross profit | 136,916 | 100,925 | 138,122 |
Selling expenses | 107,277 | 95,503 | 121,762 |
General and administrative expenses | 47,172 | 42,945 | 42,569 |
Net gains from sale of assets | (2,905) | (593) | (25,237) |
Impairment of goodwill and intangible assets | 0 | 0 | 42,030 |
Impairment of fixed assets | 0 | 1,243 | 0 |
Operating expenses | 151,544 | 139,098 | 181,124 |
Loss from operations | (14,628) | (38,173) | (43,002) |
Other (expense) income: | |||
Interest expense | (9,516) | (15,962) | (10,483) |
Postretirement benefits curtailment and pension settlement charge | 0 | 6,359 | 5,760 |
Other, net | 8,182 | 19,720 | 10,443 |
Total other (expense) income | (1,334) | 10,117 | 5,720 |
Loss before taxes | (15,962) | (28,056) | (37,282) |
Income tax (benefit) expense | (301) | 13,595 | (195) |
Net loss | (15,661) | (41,651) | (37,087) |
Cumulative preferred dividends, undeclared and unpaid | 594 | 574 | 554 |
Net loss available to common stock holders | $ (16,255) | $ (42,225) | $ (37,641) |
Net income (loss) per common share - basic (in US$ per share) | $ (0.89) | $ (2.39) | $ (2.19) |
Net income (loss) per common share - diluted (in US$ per share) | $ (0.89) | $ (2.39) | $ (2.19) |
Weighted average common shares outstanding - basic (in shares) | 18,200,080 | 17,635,402 | 17,205,849 |
Weighted average common shares outstanding—diluted (in shares) | 18,200,080 | 17,635,402 | 17,205,849 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME - USD ($) | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | |
Statement of Comprehensive Income [Abstract] | |||
Net loss | $ (15,661,000) | $ (41,651,000) | $ (37,087,000) |
Other comprehensive loss: | |||
Unrealized gains (losses) on derivatives designated as cash flow hedges | 12,172,000 | 11,715,000 | (7,518,000) |
(Gains) losses on derivatives designated as cash flow hedges reclassified to cost of goods sold | (15,865,000) | (1,593,000) | 8,863,000 |
Losses on derivative instruments undesignated as cash flow hedges reclassified to interest expense | 1,208,000 | 1,284,000 | 0 |
Change in pension and retiree benefit obligations | (9,383,000) | (19,294,000) | 13,722,000 |
Total comprehensive loss | $ (8,763,000) | $ (10,951,000) | $ (49,464,000) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | |
Cash flows from operating activities: | |||
Net loss | $ (15,661) | $ (41,651) | $ (37,087) |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities | |||
Depreciation and amortization | 23,810 | 27,625 | 29,896 |
Impairment of goodwill and intangible assets | 0 | 0 | 42,030 |
Impairment of fixed assets | 0 | 1,243 | 0 |
Postretirement benefits and pension settlement cost | 0 | (21,077) | (5,760) |
Deferred income taxes | (425) | 13,404 | (300) |
Net gains from sale of assets | (2,905) | (593) | (25,237) |
Net (gains) losses on derivative instruments | (21,620) | (3,250) | 9,818 |
ESOP and share-based compensation expense | 6,501 | 4,580 | 4,309 |
Provision for credit losses | (353) | (877) | 1,379 |
Accounts receivable, net | (6,260) | 1,438 | 12,893 |
Inventories | (22,828) | (9,383) | 19,530 |
Derivative assets, net | 19,554 | 5,016 | (1,082) |
Other assets | 2,652 | 11,249 | 990 |
Accounts payable | 7,111 | 7,790 | (35,784) |
Accrued expenses and other | (1,030) | 3,000 | (14,140) |
Net cash (used in) provided by operating activities | (11,454) | (1,486) | 1,455 |
Cash flows from investing activities: | |||
Purchases of property, plant and equipment | (15,163) | (15,117) | (17,560) |
Proceeds from sales of property, plant and equipment | 9,118 | 4,421 | 39,477 |
Net cash (used in) provided by investing activities | (6,045) | (10,696) | 21,917 |
Cash flows from financing activities: | |||
Proceeds from Credit Facilities | 23,500 | 80,742 | 90,000 |
Repayments on Credit Facilities | (5,900) | (159,242) | (60,000) |
Proceeds from issuance of term loan | 0 | 47,500 | 0 |
Payment of financing costs | (352) | (6,288) | (418) |
Proceeds from stock option exercises | 0 | 0 | 129 |
Payments of finance lease obligations | (193) | (105) | (53) |
Net cash provided by (used in) financing activities | 17,055 | (37,393) | 29,658 |
Net (decrease) increase in cash and cash equivalents and restricted cash | (444) | (49,575) | 53,030 |
Cash and cash equivalents and restricted cash at beginning of period | 10,438 | 60,013 | 6,983 |
Cash and cash equivalents and restricted cash at end of period | 9,994 | 10,438 | 60,013 |
Supplemental disclosure of cash flow information: | |||
Cash paid for interest | 7,503 | 5,703 | 4,426 |
Cash paid for income taxes | 142 | 355 | 21 |
Supplemental disclosure of non-cash investing and financing activities: | |||
Non-cash additions to property, plant and equipment | 63 | 95 | 446 |
Right-of-use assets obtained in exchange for new operating lease liabilities | 7,684 | 9,610 | 8,503 |
Non-cash issuance of ESOP and 401(K) common stock | 373 | 398 | 266 |
Cumulative preferred dividends, undeclared and unpaid | $ 0 | $ 574 | $ 554 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Preferred Shares | Common Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) |
Beginning Balance (in shares) at Jun. 30, 2019 | 14,700 | 17,042,132 | ||||
Beginning Balance at Jun. 30, 2019 | $ 157,494 | $ 15 | $ 17,042 | $ 57,912 | $ 146,177 | $ (63,652) |
Net loss | (37,087) | |||||
Cash flow hedges, net of taxes | 1,345 | 1,345 | ||||
Change in pension and retiree benefit obligations | (13,722) | (13,722) | ||||
ESOP compensation expense, including reclassifications (in shares) | 266,429 | |||||
ESOP compensation expense, including reclassifications | 2,985 | $ 266 | 2,719 | |||
Share-based compensation | 1,323 | 1,323 | ||||
Stock option exercises (in shares) | 39,213 | |||||
Issuance of common stock and stock option exercises | 129 | $ 40 | 89 | |||
Cumulative preferred dividends, undeclared and unpaid | (554) | (554) | ||||
Ending Balance (in shares) at Jun. 30, 2020 | 14,700 | 17,347,774 | ||||
Ending Balance at Jun. 30, 2020 | 111,913 | $ 15 | $ 17,348 | 62,043 | 108,536 | (76,029) |
Net loss | (41,651) | |||||
Cash flow hedges, net of taxes | 11,406 | 11,406 | ||||
Change in pension and retiree benefit obligations | 19,294 | 19,294 | ||||
ESOP compensation expense, including reclassifications (in shares) | 398,771 | |||||
ESOP compensation expense, including reclassifications | 2,203 | $ 398 | 1,805 | |||
Share-based compensation | 2,368 | 2,368 | ||||
Stock option exercises (in shares) | 106,248 | |||||
Issuance of common stock and stock option exercises | 0 | $ 107 | (107) | |||
Cumulative preferred dividends, undeclared and unpaid | (574) | (574) | ||||
Ending Balance (in shares) at Jun. 30, 2021 | 14,700 | 17,852,793 | ||||
Ending Balance at Jun. 30, 2021 | 104,959 | $ 15 | $ 17,853 | 66,109 | 66,311 | (45,329) |
Net loss | (15,661) | |||||
Cash flow hedges, net of taxes | (2,485) | (2,485) | ||||
Change in pension and retiree benefit obligations | 9,383 | 9,383 | ||||
ESOP compensation expense, including reclassifications (in shares) | 371,566 | |||||
ESOP compensation expense, including reclassifications | 3,644 | $ 373 | 3,271 | |||
Share-based compensation | 3,347 | 3,347 | ||||
Stock option exercises (in shares) | 240,607 | |||||
Issuance of common stock and stock option exercises | (490) | $ 240 | (730) | |||
Cumulative preferred dividends, undeclared and unpaid, net of adjustment | 2,051 | 2,051 | ||||
Ending Balance (in shares) at Jun. 30, 2022 | 14,700 | 18,464,966 | ||||
Ending Balance at Jun. 30, 2022 | $ 104,748 | $ 15 | $ 18,466 | $ 71,997 | $ 52,701 | $ (38,431) |
Introduction and Basis of Prese
Introduction and Basis of Presentation | 12 Months Ended |
Jun. 30, 2022 | |
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 leading coffee roaster, wholesaler, equipment servicer and distributor of coffee, tea and other allied 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 retailers, 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 and other beverages including cappuccino, cocoa, granitas, and concentrated and ready-to-drink cold brew and iced coffee; culinary products and spices. The Company was founded in 1912 incorporated in California in 1923, and reincorporated in Delaware in 2004. The Company's principal office and product development lab is located in Northlake, Texas ("Northlake facility"). The Company operates in one business segment. The Company operates production facilities in Northlake, Texas; and Portland, Oregon. We stopped production in our Houston facility and exited the facility in the fourth quarter of fiscal 2021. Distribution takes place out of the Northlake and Portland facilities, as well as separate distribution centers in Portland, Oregon; Northlake, Illinois; Rialto, California; and Moonachie, New Jersey. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). Principles of Consolidation The consolidated financial statements include the accounts of the Company and its direct and indirect wholly owned subsidiaries. All intercompany balances and transactions have been eliminated. Use of Estimates The preparation of financial statements in accordance with 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 credit losses 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 credit losses 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 accounts are determined to be uncollectible. 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 ” in the consolidated statements of operations. 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” in the consolidated statements of operations 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” in the consolidated statements of operations. See Note 4 , Derivative Instruments . For interest rate swap derivative instrument 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. For interest rate swap derivative instruments that are not designated in a hedging relationship, the changes in fair value are reported in interest expense. Concentration of Credit Risk At June 30, 2022, 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, 2022 and 2021, 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 35% and 31% of the Company’s accounts receivable balance was with five customers at June 30, 2022 and 2021, respectively. There were two customers that accounted for more than 10% of the Company’s accounts receivable balance as of June 30, 2022. The Company estimates its maximum credit risk for accounts receivable at the amount recorded on the balance sheet. The accounts receivables are generally short-term and all probable bad debt losses have been appropriately considered in establishing the allowance for credit losses. Inventories Inventories are valued at the lower of cost or net realizable value. The Company uses the first in, first out ("FIFO") basis for accounting for coffee, tea and culinary products and coffee brewing equipment parts. 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 15 years Office furniture and equipment 5 to 7 years Capitalized software 3 to 5 years Equipment under finance leases Shorter of term of lease or estimated useful life 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. 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. See Note 9 , Property, Plant and Equipment for details of the depreciation amounts and non-depreciation expenses. Leases The Company makes a determination if an arrangement constitutes a lease at inception, and categorizes the lease as either an operating or finance lease. Operating leases are included in right-of-use operating lease assets and operating lease liabilities in the Company's Consolidated Balance Sheets. Finance leases are included in property, plant and equipment, net and other liabilities in the Consolidated Balance Sheets. Leases with an initial term of 12 months or less are not recorded on the Consolidated Balance Sheets. The Company has entered into leases for building facilities, vehicles and other equipment. The Company’s leases have remaining contractual terms of up to 8 years, some of which have options to extend the lease for up to an additional 10 years. For purposes of calculating operating lease liabilities, lease terms are deemed not to include options to extend the lease renewals until it is reasonably certain that the Company will exercise that option. The Company's lease agreements do not contain any material residual value guarantees or material restrictive covenants. Right-of-use lease assets represent the Company's right to use an underlying asset for the lease term and lease liabilities represent the Company's obligation to make lease payments arising from the lease. Operating lease right-of-use assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of the Company's leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The Company uses the implicit rate when readily determinable. Lease terms may include options to extend or terminate the lease when it is reasonably certain that the company will exercise that option. Lease expense is primarily recognized on a straight-line basis over the lease term. The Company has lease agreements with lease and non-lease components, which are combined for certain assets classes. 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. We recognize revenue at a point in time upon delivery of the ordered goods to our customers. Revenues are recognized net of any discounts, returns, allowances, rebates and incentives. 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 Per Common Share Net loss per share (“EPS”) represents net loss available to common stockholders divided by the weighted-average number of common shares outstanding for the period. 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 or income available to common stockholders. Under the two-class method, net loss available to nonvested restricted stockholders and holders of Series A Preferred Stock is excluded from net loss available to common stockholders for purposes of calculating basic and diluted EPS. Diluted EPS represents net loss or 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 On December 31, 2018, the Company froze the Employee Stock Ownership Plan (“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. Effective January 1, 2022, the Company merged the ESOP plan into the 401(k) Plan and transferred all of the assets and shares in the ESOP to the 401(k) Plan. As of June 30, 2021, there were 1,067,687 allocated shares under the ESOP plan with a fair value of $13.5 million. 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, 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 “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. The Company tests for impairment of goodwill by comparing the fair value of its reporting units to the carrying value of the reporting units. If the fair value of a reporting unit is less than its carrying value, an impairment loss is recognized equal to the excess of the carrying amount of the reporting unit over its fair value. 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. The Company tests goodwill and indefinite-lived intangible assets for impairment annually, as of January 31, or when events or changes in circumstances would indicate that more likely than not the fair values may be below the carrying amounts of the assets. Additionally, because of the COVID-19 pandemic during the second half of the Company's fiscal year ended June 30, 2020, and the resulting deterioration in the business environment and the general economic outlook, the fair value of these assets were negatively impacted. As a result of the test for impairment, the Company recorded $36.2 million and $5.8 million, respectively, of impairments to goodwill and indefinite-lived intangibles during the year ended June 30, 2020. Our goodwill was fully impaired with this adjustment. 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. Collective Bargaining Agreements Certain Company employees are subject to collective bargaining agreements which expire on or before June 30, 2025. At June 30, 2022 approximately 16% 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 $3.5 million and $3.9 million, as of June 30, 2022 and 2021, respectively. The estimated recovery from reinsurance was $0.7 million and $0.6 million, as of June 30, 2022 and 2021, respectively. 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, 2022 the Company had posted no cash deposit and $4.1 million letter of credit, as a security deposit for self-insuring workers’ compensation, general liability and auto insurance coverages. At June 30, 2021 the Company had posted $0.8 million in cash and a $4.3 million letter of credit. The estimated liability related to the Company's self-insured group medical insurance was $0.5 million and $0.9 million for the years ended June 30, 2022 and 2021, 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 accrues the cost for general liability, product liability and commercial auto liability 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 $2.3 million and $1.4 million at June 30, 2022 and 2021, 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 11 , Employee Benefit Plans. Exit costs The Company accounts for exit or disposal of activities in accordance with ASC 420, “Exit or Disposal Cost Obligations.“ The Company defines an exit or disposal activity as one 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 exit costs 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. Recent Accounting Pronouncements The Company considers the applicability and impact of all ASUs issued. ASUs not listed below were assessed and either determined to be not applicable or expected to have minimal impact on its consolidated financial statements. The following table provides a brief description of the applicable recent ASUs issued by the FASB: Standard Description Effective Date Effect on the Financial Statements or Other Significant Matters In March 2020, the FASB issued ASU No. 2020-04, “Facilitation of the Effect of Reference Rate Reform on Financial Reporting” (“ASU 2020-04”) The London Interbank Offered Rate (LIBOR) is being discontinued between December 2021 and June 2023. The Company has not entered into any new contracts after Dece |
Sales of Assets
Sales of Assets | 12 Months Ended |
Jun. 30, 2022 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Sales of Assets | Sales of Assets Sale of Branch Properties During the fiscal year ended June 30, 2022, the Company completed the sale of the following branch properties: (In thousands) Name of Branch Property Date Sold Sales Price Net Proceeds Gain Santa Ana, California 7/2/2021 $ 4,299 $ 4,072 $ 3,571 Santa Fe Springs, California 7/7/2021 2,650 2,507 1,509 San Antonio, Texas 11/2/2021 898 820 729 Assets Held for Sale The Company sometimes pursues options to divest corporate assets, primarily related to land and buildings. As of June 30, 2022, certain branch properties met the accounting guidance criteria to be classified as held for sale, and it is the Company's intention to complete the sales of these assets within the twelve months following June 30, 2022. As such, the Company evaluated the assets to determine whether the carrying value exceeded the fair value less any costs to sell. No loss was recorded as of June 30, 2022 and the aggregate assets held for sale are presented as a separate line item in the consolidated balance sheet. The following table presents net carrying value related to the major classes of assets that were classified as held for sale at June 30, 2022 and June 30, 2021 : (In thousands) June 30, 2022 June 30, 2021 Building and facilities $ 67 $ 1,035 Land 965 556 Assets held for sale $ 1,032 $ 1,591 |
Derivative Instruments
Derivative Instruments | 12 Months Ended |
Jun. 30, 2022 | |
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, 2022 and 2021: As of June 30, (In thousands) 2022 2021 Derivative instruments designated as cash flow hedges: Long coffee pounds 4,200 14,625 Derivative instruments not designated as cash flow hedges: Long coffee pounds 516 6,886 Total 4,716 21,511 Coffee-related derivative instruments designated as cash flow hedges outstanding as of June 30, 2022 will expire within 18 months. At June 30, 2022 and 2021 approximately 89% and 68%, 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 “Original Rate Swap”). In December 2019, the Company amended the notional amount to $65.0 million. The Original Rate Swap was intended to manage the Company’s interest rate risk on its floating-rate indebtedness under the Company's prior revolving credit facility. Under the terms of the Original Rate Swap, the Company received 1-month LIBOR, subject to a 0% floor, and made payments based on a fixed rate of 2.1975%. The Company’s obligations under the ISDA were secured by the collateral which secures the loans under the prior revolving credit facility on a pari passu and pro rata basis with the principal of such loans. The Company had designated the Original Rate Swap derivative instrument as a cash flow hedge; however, during the quarter ended September 30, 2020, the Company de-designated the Original Rate Swap derivative instruments. As a result, the balance in AOCI was frozen at the time of de-designation. The Company recognized $1.2 million, in interest expense for the fiscal year ended June 30, 2022. The remaining balance of $1.4 million frozen in AOCI will be amortized over the life of the Rate Swap through October 11, 2023. In connection with the revolver credit facility agreement entered in April 2021 (see Note 12 for details), the Company also executed a new ISDA agreement to transfer its interest swap to Wells Fargo (“Amended Rate Swap”). Under the terms of the Amended Rate Swap, the Company receives 1-month LIBOR, subject to a 0% floor, and makes payments based on a fixed rate of 2.4725%, an increase of 0.275% from its original interest rate swap fixed rate of 2.1975%. The Amended Rate Swap utilizes the same notional amount of $65.0 million and maturity date of October 11, 2023 as the Rate Swap. The Company did not designate the Amended Rate Swap 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 Derivative Instruments Not Designated as Accounting Hedges As of June 30, As of June 30, (In thousands) 2022 2021 2022 2021 Financial Statement Location: Short-term derivative assets: Coffee-related derivative instruments(1) $ 2,144 $ 3,823 $ 555 $ 528 Interest rate swap derivative instruments(1) — — 323 — Long-term derivative assets: Coffee-related derivative instruments(2) 37 292 140 — Interest rate swap derivative instruments(2) — — 166 — Short-term derivative liabilities: Coffee-related derivative instruments(3) 3 20 2,346 3 Interest rate swap derivative instruments(3) — — — 1,532 Long-term derivative liabilities: Interest rate swap derivative instruments(4) — — — 1,653 ________________ (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 derivative 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) 2022 2021 2020 Net losses recognized in AOCI - Interest rate swap $ — $ (304) $ (2,863) AOCI Net losses recognized from AOCI to earnings - Interest rate swap (7) (347) (383) Interest Expense Net losses reclassified from AOCI to earnings for partial unwind of interest swap - Interest rate swap (1,201) (1,284) (407) Interest Expense Net gains (losses) recognized in AOCI - Coffee-related 12,172 11,753 (4,655) AOCI Net gains (losses) recognized in earnings - Coffee-related 15,865 1,940 (8,073) Costs of goods sold For the fiscal years ended June 30, 2022, 2021 and 2020, there were no gains or losses recognized in earnings as a result of excluding amounts from the assessment of hedge effectiveness. Net (gains) losses on derivative instruments in the Company's consolidated statements of cash flows also includes net (gains) losses 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, 2022, 2021 and 2020. 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 (gains) losses 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) 2022 2021 2020 Net gains (losses) on coffee-related derivative instruments (1) $ 4,498 $ 2,941 $ (1,362) Non-operating pension and other postretirement benefit plans credits (2) 3,598 16,398 11,651 Other gains, net 86 381 154 Other, net $ 8,182 $ 19,720 $ 10,443 ___________ (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, 2022, 2021 and 2020. (2) Presented in accordance with implementation of ASU 2017-07. Includes amortized gains on postretirement medical benefit plan due to the curtailment announced in March 2020. Statement of Comprehensive Income (Loss) The following table provides the balances and changes in accumulated other comprehensive income (loss) related to derivative instruments for the indicated periods: June 30, (In thousands) 2022 2021 2020 Accumulated other comprehensive (income) loss beginning balance $ (4,176) $ 6,964 $ 8,308 Net losses recognized in AOCI - Interest rate swap — (304) (2,863) Net losses recognized from AOCI to earnings - Interest rate swap (7) (347) (383) Net losses reclassified from AOCI to earnings for partial unwind of interest swap - Interest rate swap (1,201) (1,284) (407) Net gains (losses) recognized in AOCI - Coffee-related 12,172 11,753 (4,655) Net gains (losses) recognized in earnings - Coffee-related 15,865 1,940 (8,073) Net change to other comprehensive (loss) income (24,345) (22,898) 15,037 Accumulated other comprehensive (income) loss ending balance $ (1,692) $ (4,176) $ 6,964 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 As of June 30, 2022 Derivative Assets $ 3,365 $ (2,349) $ — $ 1,016 Derivative Liabilities 2,349 (2,349) — — As of June 30, 2021 Derivative Assets 4,643 (23) — 4,620 Derivative Liabilities 3,185 — — 3,185 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, 2022, $3.0 million of net gains 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, 2022. |
Leases (Notes)
Leases (Notes) | 12 Months Ended |
Jun. 30, 2022 | |
Leases [Abstract] | |
Leases | Leases Supplemental consolidated balance sheet information related to leases is as follows: As of June 30, (In thousands) Classification 2022 2021 Operating lease assets Right-of-use operating lease assets $ 27,957 $ 26,254 Finance lease assets Property, plant and equipment, net 574 739 Total lease assets $ 28,531 $ 26,993 Operating lease liabilities - current Operating lease liabilities - current 7,721 6,262 Finance lease liabilities - current Other current liabilities 193 192 Operating lease liabilities - noncurrent Operating lease liabilities - noncurrent 20,762 20,049 Finance lease liabilities -noncurrent Other long-term liabilities 409 563 Total lease liabilities $ 29,085 $ 27,066 The components of lease expense are as follows: For the Years Ended June 30, (In thousands) 2022 2021 2020 Operating lease expense $ 7,526 $ 7,195 $ 5,354 Finance lease expense: Amortization of finance lease assets 164 82 52 Interest on finance lease liabilities 44 26 2 Total lease expense $ 7,734 $ 7,303 $ 5,408 The maturities of the lease liabilities are as follows: For the Years Ended June 30, (In thousands) Operating Leases Finance Leases 2023 $ 7,721 $ 193 2024 7,444 193 2025 6,175 193 2026 4,957 96 2027 3,495 — Thereafter 2,999 — Total lease payments 32,791 675 Less: interest (4,308) (73) Total lease obligations $ 28,483 $ 602 Lease term and discount rate: For the Years Ended June 30, 2022 2021 Weighted-average remaining lease terms (in years): Operating lease 6.3 7.3 Finance lease 3.5 4.5 Weighted-average discount rate: Operating lease 5.69 % 5.23 % Finance lease 6.50 % 6.50 % Other Information: For the Years Ended June 30, 2022 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 7,049 $ 7,529 Operating cash flows from finance leases 44 70 Financing cash flows from finance leases 193 26 |
Leases | Leases Supplemental consolidated balance sheet information related to leases is as follows: As of June 30, (In thousands) Classification 2022 2021 Operating lease assets Right-of-use operating lease assets $ 27,957 $ 26,254 Finance lease assets Property, plant and equipment, net 574 739 Total lease assets $ 28,531 $ 26,993 Operating lease liabilities - current Operating lease liabilities - current 7,721 6,262 Finance lease liabilities - current Other current liabilities 193 192 Operating lease liabilities - noncurrent Operating lease liabilities - noncurrent 20,762 20,049 Finance lease liabilities -noncurrent Other long-term liabilities 409 563 Total lease liabilities $ 29,085 $ 27,066 The components of lease expense are as follows: For the Years Ended June 30, (In thousands) 2022 2021 2020 Operating lease expense $ 7,526 $ 7,195 $ 5,354 Finance lease expense: Amortization of finance lease assets 164 82 52 Interest on finance lease liabilities 44 26 2 Total lease expense $ 7,734 $ 7,303 $ 5,408 The maturities of the lease liabilities are as follows: For the Years Ended June 30, (In thousands) Operating Leases Finance Leases 2023 $ 7,721 $ 193 2024 7,444 193 2025 6,175 193 2026 4,957 96 2027 3,495 — Thereafter 2,999 — Total lease payments 32,791 675 Less: interest (4,308) (73) Total lease obligations $ 28,483 $ 602 Lease term and discount rate: For the Years Ended June 30, 2022 2021 Weighted-average remaining lease terms (in years): Operating lease 6.3 7.3 Finance lease 3.5 4.5 Weighted-average discount rate: Operating lease 5.69 % 5.23 % Finance lease 6.50 % 6.50 % Other Information: For the Years Ended June 30, 2022 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 7,049 $ 7,529 Operating cash flows from finance leases 44 70 Financing cash flows from finance leases 193 26 |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Jun. 30, 2021 | |
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, 2022 Derivative instruments designated as cash flow hedges: Coffee-related derivative assets - (1) $ 2,181 $ — $ 2,181 $ — Coffee-related derivative liabilities (1) 3 — 3 — Derivatives not designated as accounting hedges: Coffee-related derivative assets - (1) 695 — 695 — Coffee-related derivative liabilities (1) 2,346 — 2,346 — Interest rate swap derivative asset (2) 489 — 489 — Total Level 1 Level 2 Level 3 As of June 30, 2021 Derivative instruments designated as cash flow hedges: Coffee-related derivative assets - (1) $ 4,115 $ — $ 4,115 $ — Coffee-related derivative liabilities (1) 20 — 20 — Derivatives not designated as accounting hedges: Coffee-related derivative assets - (1) 528 — 528 — Coffee-related derivative liabilities (1) 3 — 3 — Interest rate swap derivative liabilities (2) 3,185 — 3,185 — ____________________ (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, 2022 and 2021, there were no transfers between the levels. Due to the highly liquid nature, the amount of the Company's other financial instruments represent the approximate fair value. |
Accounts Receivable, Net
Accounts Receivable, Net | 12 Months Ended |
Jun. 30, 2022 | |
Receivables [Abstract] | |
Accounts Receivable, Net | Accounts Receivable, Net As of June 30, (In thousands) 2022 2021 Trade receivables $ 44,219 $ 37,208 Other receivables (1) 2,911 3,438 Allowance for credit losses (195) (325) Accounts receivable, net $ 46,935 $ 40,321 ____________________ (1) Includes vendor rebates and other non-trade receivables. Allowance for credit losses: (In thousands) Balance at June 30, 2019 $ (1,324) Provision (1,872) Write-offs 1,196 Recovery 204 Balance at June 30, 2020 (1,796) Provision 619 Write-offs 704 Recovery 148 Balance at June 30, 2021 (325) Provision (767) Write-offs 699 Recovery 198 Balance at June 30, 2022 $ (195) |
Inventories
Inventories | 12 Months Ended |
Jun. 30, 2022 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories As of June 30, (In thousands) 2022 2021 Coffee Processed $ 32,486 $ 20,917 Unprocessed 39,326 34,762 Total 71,812 55,679 Tea and culinary products Processed 24,034 15,228 Unprocessed 58 60 Total 24,092 15,288 Coffee brewing equipment parts 3,714 5,824 Total inventories $ 99,618 $ 76,791 |
Property, Plant and Equipment
Property, Plant and Equipment | 12 Months Ended |
Jun. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property, Plant and Equipment As of June 30, (In thousands) 2022 2021 Buildings and facilities $ 92,948 $ 94,846 Machinery and equipment 219,095 223,579 Capitalized software 25,467 24,218 Office furniture and equipment 14,347 13,834 351,857 356,477 Accumulated depreciation (224,760) (218,341) Land 11,053 11,955 Property, plant and equipment, net $ 138,150 $ 150,091 Depreciation and amortization expense was $23.8 million, $27.6 million, and $29.9 million, for the years ended June 30, 2022, 2021, and 2020, respectively. Maintenance and repairs to property, plant and equipment charged to expense for the years ended June 30, 2022, 2021, and 2020 were $9.5 million, $7.9 million and $8.6 million, respectively. Coffee Brewing Equipment (“CBE”) and Service Capitalized CBE included in machinery and equipment above are: As of June 30, (In thousands) 2022 2021 Coffee Brewing Equipment (1) $ 93,549 $ 97,105 Accumulated depreciation (68,938) (70,705) Coffee Brewing Equipment, net $ 24,611 $ 26,400 __________ (1) Decrease as of June 30, 2022 is due to retirement of assets and lower investment on new equipment since we have focused on refurbished equipment which has a lower cost per unit. Depreciation expense related to capitalized CBE and other CBE related expenses (excluding CBE depreciation) provided to customers and reported in cost of goods sold were as follows: For the Years Ended June 30, (In thousands) 2022 2021 2020 Depreciation expense $ 7,492 $ 8,988 $ 9,572 Other CBE expenses 25,773 23,363 27,906 Other expenses related to CBE 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. Therefore, these costs are included in cost of goods sold. |
Intangible Assets
Intangible Assets | 12 Months Ended |
Jun. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Intangible Assets The following is a summary of the Company’s amortized and unamortized intangible assets other than goodwill: As of June 30, Weighted 2022 2021 (In thousands) Gross Accumulated Net Gross Accumulated Net Amortized intangible assets: Customer relationships 4.7 $ 33,003 $ (21,893) $ 11,110 $ 33,003 $ (19,692) $ 13,311 Recipes 1.3 930 (752) 178 930 (619) 311 Trade name/brand name 1.4 510 (457) 53 510 (420) 90 Non-compete agreements 0.0 220 (220) — 220 (202) 18 Total amortized intangible assets 34,663 (23,322) 11,341 34,663 (20,933) 13,730 Unamortized intangible assets: Trademarks, trade names and brand name with indefinite lives 4,522 — 4,522 4,522 — 4,522 Total unamortized intangible assets 4,522 — 4,522 4,522 — 4,522 Total intangible assets $ 39,185 $ (23,322) $ 15,863 $ 39,185 $ (20,933) $ 18,252 The Company recorded $5.8 million of indefinite-lived asset impairment for the fiscal year ended June 30, 2020 due to the impact the COVID-19 pandemic had on our business during the second half of the Company's fiscal year ended June 30, 2020. There were no indefinite-lived intangible asset impairment charges recorded in the fiscal years ended June 30, 2022 and 2021. The Company also assesses the recoverability of certain finite-lived intangible assets. No impairment was recorded for the finite-lived intangibles for the years ended June 30, 2022, 2021, and 2020. Amortization expense for the years ended June 30, 2022, 2021, and 2020 were $2.4 million each year, for these assets. At June 30, 2022, future annual amortization of finite-lived intangible assets for the years 2023 through 2027 and thereafter is estimated to be (in thousands): For the fiscal year ending: June 30, 2023 $ 2,370 June 30, 2024 2,261 June 30, 2025 2,200 June 30, 2026 2,200 June 30, 2027 1,910 Thereafter 400 Total $ 11,341 |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Jun. 30, 2022 | |
Retirement Benefits [Abstract] | |
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 |
Debt Obligations
Debt Obligations | 12 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Debt Obligations | Debt Obligations The following table summarizes the Company’s debt obligations: June 30, 2022 June 30, 2021 (In thousands) Debt Origination Date Maturity Principal Amount Borrowed Carrying Value Weighted Average Interest Rate (1) Carrying Value Weighted Average Interest Rate Revolver various 4/25/2025 N/A $ 63,000 2.75 % $ 43,500 6.21 % Term Loan 4/26/2021 4/25/2025 $ 47,500 45,600 7.50 % 47,500 7.50 % 108,600 91,000 Unamortized deferred debt financing costs (1,677) (2,222) Total $ 106,923 $ 88,778 __________ (1) The weighted average interest rate excludes the fixed rate on the de-designated Amended Rate Swap On April 26, 2021, the Company repaid in full all of the outstanding loans and other amounts payable under the Amended and Restated Credit Agreement dated as of November 6, 2018, using proceeds of loans received pursuant to a refinancing under a new senior secured facility composed of (a) a Credit Agreement, dated as of April 26, 2021 (the “Revolver Credit Facility Agreement”) by and among the Company, Boyd Assets Co., FBC Finance Company, Coffee Bean Holding Co., Inc., Coffee Bean International, Inc. and China Mist Brands, Inc., as borrowers (collectively, the “Borrowers”), Wells Fargo Bank, N.A. (“Wells Fargo”), as administrative agent and lender, and the other lenders party thereto, and various loan documents relating thereto including the Guaranty and Security Agreement, dated as of April 26, 2021 (the “Revolver Security Agreement”), by and among the Borrowers, as grantors, and Wells Fargo, as administrative agent, and (b) a Credit Agreement, dated as of April 26, 2021 (the “Term Credit Facility Agreement”) by and among the Borrowers, MGG Investment Group LP. (“MGG”), as administrative agent, and the lenders party thereto, and various loan documents relating thereto including the Guaranty and Security Agreement, dated as of April 26, 2021 (the “Term Security Agreement”), by and among the Borrowers, as grantors, and MGG, as administrative agent. The following is a summary description of the Revolver Credit Facility Agreement and the Revolver Security Agreement key items. The Revolver Credit Facility Agre ement, among other things include: 1. a commitment of up to $80.0 million (“Revolver”) calculated as the lesser of (a) $80.0 million or (b) the amount equal to the sum of (i) 85% of eligible accounts receivable (less a dilution reserve), plus (ii) the lesser of: (a) 80% of eligible raw material inventory, eligible in-transit inventory and eligible finished goods inventory (collectively, “Eligible Inventory”), and (b) 85% of the net orderly liquidation value of eligible inventory, minus (c) applicable reserve; 2. sublimit on letters of credit of $10.0 million; 3. maturity date of April 25, 2025 and has no scheduled payback required on the principal prior to the maturity date; 4. fully collateralized by all existing and future capital stock of the Borrowers (other than the Company) and all of the Borrowers' personal and real property; 5. interest under the Revolver is either LIBOR + 2.25% per annum, with LIBOR floor 0.50%, or base rate + 1.25% per annum; and 6. in the event that Borrowers’ availability to borrow under the Revolver falls below $10.0 million, financial covenant requires the Company to have a fixed charge coverage ratio of at least 1.00:1.00 at all such times. The Revolver Credit Facility Agreement and the Revolver Security Agreement contain customary affirmative and negative covenants and restrictions typical for a financing of this type that, among other things, require the Company to satisfy certain financial covenants and restrict the Company's and its subsidiaries' ability to incur additional debt, pay dividends and make distributions, make certain investments and acquisitions, repurchase its stock and prepay certain indebtedness, create liens, enter into agreements with affiliates, modify the nature of its business, transfer and sell material assets and merge or consolidate. Non-compliance with one or more of the covenants and restrictions could result in the full or partial principal balance of the Revolver Credit Facility Agreement becoming immediately due and payable and termination of the commitments. The following is a summary description of the Term Credit Facility Agreement and the Term Security Agreement key items. 1. total commitment of $47.5 million in the form of a term loan (“Term Loan”); 2. maturity date of April 25, 2025 and has scheduled payback required on the principal prior to the maturity date; 3. fully collateralized by all existing and future capital stock of the Borrowers (other than the Company) and all of the Borrowers' personal and real property; 4. interest under the Term Loan is either LIBOR + 6.5% per annum, with LIBOR floor 1.00%, or base rate + 5.50% per annum, with a 3% floor on base rate; and 5. commencing on the fiscal quarter ending on March 31, 2022, quarterly minimum EBITDA and fixed charge coverage ratio requirements specified therein. Principal payments on the Revolver and Term Loan debt obligations are due as follows: (In thousands) For the Years Ended June 30, 2023 $ 3,800 2024 3,800 2025 101,000 Total Revolver and Term Loan liabilities $ 108,600 The Term Credit Facility Agreement and the Term Security Agreement contain customary affirmative and negative covenants and restrictions typical for a financing of this type that, among other things, require the Company to satisfy certain financial covenants and restrict the Company's and its subsidiaries' ability to incur additional debt, pay dividends and make distributions, make certain investments and acquisitions, repurchase its stock and prepay certain indebtedness, create liens, enter into agreements with affiliates, modify the nature of its business, transfer and sell material assets and merge or consolidate. Non-compliance with one or more of the covenants and restrictions could result in the full or partial principal balance of the Term Credit Facility Agreement becoming immediately due and payable and termination of the commitments. At June 30, 2022, the Company had outstanding borrowings on the Revolver Credit Facility of $63.0 million and had utilized $4.1 million of the letters of credit sublimit. Beginning the quarter ended March 31, 2022, the Company commenced quarterly principal payments due on the Term Loan debt obligation in the amount of $950 thousand. As of June 30, 2022, the Company was in compliance with all of the financial covenants under the Revolver Credit Facility Agreement and the Term Credit Facility Agreement. Furthermore, the Company believes it will be in compliance with the related financial covenants under these agreements for the next twelve months. On August 8, 2022, the Company and certain of its subsidiaries entered into the Increase Joinder and Amendment No. 2 to Credit Agreement (the “Amendment”), with Wells Fargo Bank, N.A. See further discussion in Note 21 , Subsequent Events. |
Share-Based Compensation
Share-Based Compensation | 12 Months Ended |
Jun. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Share-Based Compensation | Share-based Compensation Farmer Bros. Co. Amended and Restated 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 “Original 2017 Plan”) which (i) replaced the Company's prior long-term incentive plans (the “Prior Plans”), and (ii) authorized the issuance of 900,000 shares of Common Stock plus 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 (“Outstanding Prior Plan Awards”). On December 9, 2020, the Company’s stockholders approved an amendment increasing the number of shares of Common Stock available for grant under the 2017 Plan to 2,050,000 plus the number of shares of Common Stock subject Outstanding Prior Plan Awards. On December 15, 2021, the Company’s stockholders approved an amendment (the “Plan Amendment”) to the 2017 Plan (as amended, the “Amended 2017 Plan”), which (i) increased the number of shares of Common Stock available for grant to 3,550,000 shares of Common Stock plus the number of shares of Common Stock subject to Outstanding Prior Plan Awards and (ii) allows the Company to utilize awards to attract and incentivize non-employee consultants. The Amended 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 Amended 2017 Plan. Subject to certain limitations, shares of Common Stock covered by awards granted under the Amended 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 Amended 2017 Plan. As of June 30, 2022, there were 1,581,299 shares that remain available under the Amended 2017 Plan including shares that were forfeited under the Prior Plans for future issuance. Shares of Common Stock granted under the Amended 2017 Plan may be authorized but unissued shares, shares purchased on the open market or treasury shares. In no event will more than 3,550,000 shares of Common Stock be issuable pursuant to the exercise of incentive stock options under the Amended 2017 Plan. The Amended 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 Amended 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 Amended 2017 Plan and the aggregate grant date fair value of all equity-based awards granted under the Amended 2017 Plan to any non-employee director during any calendar year for services as a member of the Board. The Amended 2017 Plan contains a minimum vesting requirement, subject to limited exceptions, that awards made under the Amended 2017 Plan may not vest earlier than the date that is one year following the grant date of the award. The Amended 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 Amended 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 Amended 2017 Plan. The Amended 2017 Plan will expire on June 20, 2027. Farmer Bros. Co. 2020 Inducement Incentive Plan In March 2020, the Company’s Board of Directors approved the Farmer Bros. Co. 2020 Inducement Incentive Plan (the “2020 Inducement Plan”). The 2020 Inducement Plan’s purpose is to enhance the Company’s ability to attract persons who make (or are expected to make) important contributions to the Company by providing these individuals with equity ownership opportunities. Awards under the 2020 Inducement Plan has the same terms and conditions as the 2017 Plan. The Board of Directors has reserved 300,000 shares of the Company’s Common Stock for issuance under the 2020 Inducement Plan. As of June 30, 2022, there were 99,537 shares that remain available under the 2020 Inducement Plan for future issuance. 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. There were no options granted during fiscal year ended June 30, 2022. 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, 2021 and 2020: Year Ended June 30, 2021 2020 Weighted average fair value of NQOs $ 2.36 $ 4.24 Risk-free interest rate 0.3 % 1.5 % Dividend yield — % — % Average expected term 4.6 years 4.6 years Expected stock price volatility 35.4 % 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 4.8% 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, 2022: Outstanding NQOs: Number of NQOs Weighted Average Exercise Price ($) Weighted Average Remaining Life (Years) Aggregate Intrinsic Value ($ in thousands) Outstanding at June 30, 2021 513,325 13.06 5.17 706 Granted — — — — Exercised — — — — Cancelled/Forfeited (21,535) 16.21 — — Expired (41,103) 19.05 — — Outstanding at June 30, 2022 450,687 12.39 4.34 — Exercisable, June 30, 2022 292,890 12.80 4.28 — 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 $4.69 at June 30, 2022 and $12.69 at June 30, 2021, 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 Common Stock at the time of exercise. NQOs outstanding that are expected to vest are net of estimated forfeitures. There were no options exercised during fiscal year ended June 30, 2022. The company received no proceeds from exercises of vested NQOs in fiscal 2022 and 2021, respectively and $0.1 million in fiscal 2020. As of June 30, 2022 and 2021, respectively, there was $0.2 million and $0.9 million of unrecognized compensation cost related to NQOs. The unrecognized compensation cost related to NQOs at June 30, 2022 is expected to be recognized over the weighted average period of 0.46 years. Total compensation expense for NQOs was $0.6 million, $0.7 million and $0.7 million in fiscal 2022, 2021 and 2020, respectively. Non-qualified stock options with performance-based and time-based vesting ( “ PNQs”) PNQ shares granted for each fiscal year are subject to forfeiture if a target modified net income goal is not attained. For this purpose, “Modified Net Income” is defined as net income (GAAP) before taxes and excluding any gains or losses from sales of assets, and excluding the effect of restructuring and other transition expenses. These PNQs have an exercise price equal the closing price of the Common Stock on the date of grant. One-third of the total number of shares subject to each such stock option vest ratably on each of the first three anniversaries of the grant date, contingent on continued employment, and subject to accelerated vesting in certain circumstances. PNQ shares were not granted during the fiscal years ended June 30, 2022, 2021 and 2020. The following table summarizes PNQ activity for the year ended June 30, 2022: Outstanding PNQs: Number of PNQs Weighted Average Exercise Price ($) Weighted AverageRemaining Life (Years) Aggregate Intrinsic Value ($ in thousands) Outstanding at June 30, 2021 11,750 29.76 0.71 — Granted — — — — Exercised — — — — Cancelled/Forfeited — — — — Expired (9,538) 29.51 — — Outstanding at June 30, 2022 2,212 30.91 0.83 — Exercisable, June 30, 2022 2,211 30.91 0.83 — 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 closing price of Common Stock $4.69 at June 30, 2022 and $12.69 at June 30, 2021, representing the last trading day of the respective fiscal years, which would have been received by PNQ holders had all award holders exercised their PNQs that were in-the-money as of those dates. The aggregate intrinsic value of PNQ exercises in each fiscal period represents the difference between the exercise price and the value of the Common Stock at the time of exercise. PNQs outstanding that are expected to vest are net of estimated forfeitures. There were no options exercised during the fiscal years ended June 30, 2022, 2021 and 2020. As of June 30, 2022 and 2021, there was no unrecognized compensation cost related to PNQs. There was no compensation expense related to PNQs in fiscal years ended June 30, 2022, 2021 and 2020. Restricted Stock Restricted stock awards cliff vest on the earlier of the one year anniversary of the grant date or the date of the first annual meeting of the Company’s stockholders immediately following the grant date, in the case of non-employee directors, and the third anniversary of the grant date, in the case of eligible employees, in each case subject to continued service to the Company through the vesting date and the acceleration provisions of the award plan and restricted stock agreement. Restricted stock is expected to vest net of estimated forfeitures. The following table summarizes restricted stock activity for the year ended June 30, 2022: Outstanding and Nonvested Restricted Stock Awards: Shares Awarded Weighted Average Grant Date Fair Value ($) Outstanding at June 30, 2021 681,570 10.47 Granted 551,967 7.20 Vested (283,016) 5.21 Cancelled/Forfeited (133,710) 6.94 Outstanding and nonvested June 30, 2022 816,811 6.67 The weighted average grant date fair value of RSUs granted during the years ended June 30, 2022, 2021 and 2020 were $7.20, $10.10, and $13.00, respectively. The total grant-date fair value of restricted stock granted during the year ended June 30, 2022 was $4.2 million. The total fair value of awards vested during the years ended June 30, 2022, 2021 and 2020 were $2.3 million, $0.7 million, and $0.4 million, respectively. As of June 30, 2022 and 2021, there was $3.9 million and $2.8 million, respectively, of unrecognized compensation cost related to restricted stock. The unrecognized compensation cost related to restricted stock at June 30, 2022 is expected to be recognized over the weighted average period of 1.22 years. Total compensation expense for restricted stock was $2.1 million, $2.0 million and $1.1 million, for the fiscal years ended June 30, 2022, 2021 and 2020, respectively. Performance-Based Restricted Stock Units (“PBRSUs”) The PBRSU awards cliff vest on the third anniversary of the date of grant based on the Company’s achievement of certain financial performance goals during the performance periods, subject to certain continued employment conditions and subject to acceleration provisions of the award plan and restricted stock unit agreement. At the end of the three-year performance period, the number of PBRSUs that actually vest will be 0% to 200% of the target amount, depending on the extent to which the Company meets or exceeds the achievement of those financial performance goals measured over the full three-year performance period. PBRSUs are expected to vest net of estimated forfeitures. The following table summarizes PBRSU activity for the year ended June 30, 2022: Outstanding and Nonvested PBRSUs: PBRSUs Awarded Weighted Average Grant Date Fair Value ($) Outstanding at June 30, 2021 354,466 6.06 Granted 158,659 8.91 Vested (381) 25.04 Cancelled/Forfeited (55,751) 13.27 Outstanding and nonvested June 30, 2022 456,993 6.16 The weighted average grant date fair value of PBRSUs granted during the years ended June 30, 2022, 2021 and 2020 were $8.91, $4.10, and $14.46, respectively. The total grant-date fair value of PBRSUs granted during the year ended June 30, 2022 was $1.4 million. The total fair value of awards vested during the years ended June 30, 2022 and 2021 were $3.2 thousand and $3.0 thousand, respectively. No PBRSUs vested during the year ended June 30, 2020. As of June 30, 2022 and 2021, there was $1.7 million and $1.0 million, respectively, of unrecognized compensation cost related to PBRSUs. The unrecognized compensation cost related to PBRSUs at June 30, 2022 is expected to be recognized over the weighted average period of 1.92 years. Total compensation expense for PBRSUs was $0.6 million for the year ended June 30, 2022, $0.1 million for the year ended June 30, 2021 and $0.2 million for the year ended June 30, 2020. Cash-Settled Restricted Stock Units (“CSRSUs”) In December 2020, the Company granted CSRSUs under the 2017 Plan to certain employees. CSRSUs vest in equal installments over a three-year period from the grant date, and are cash-settled upon vesting based on the Common Stock's closing share price on the vesting date. The CSRSUs are accounted for as liability awards, and compensation expense is measured at fair value on the date of grant and recognized on a straight-line basis over the vesting period net of forfeitures. Compensation expense is remeasured at each reporting date with a cumulative adjustment to compensation cost during the period based on changes in the Common Stock's closing share price. The following table summarizes CSRSU activity during the year ended June 30, 2022: Outstanding and Nonvested CSRSUs: CSRSUs Awarded Weighted Average Grant Date Fair Value ($) Outstanding at June 30, 2021 185,602 4.31 Granted 85,851 8.91 Vested (52,583) 4.31 Cancelled/Forfeited (73,225) 5.63 Outstanding and nonvested June 30, 2022 145,645 6.36 The weighted average grant date fair value of CSRSUs granted during the years ended June 30, 2022 and 2021 were $8.91 and $4.31, respectively. The total grant-date fair value of CSRSUs granted during the year ended June 30, 2022 was $0.8 million. The total fair value of awards vested during the years ended June 30, 2022 was $0.4 million. No CSRSUs vested during the year ended June 30, 2021 and 2020. At June 30, 2022 and 2021, there was $0.6 million and $2.0 million, respectively, of unrecognized compensation cost related to CSRSU. The unrecognized compensation cost related to CSRSU at June 30, 2022 is expected to be recognized over the weighted average period of 1.76 years. Total compensation expense for CSRSUs was $0.1 million and $0.4 million for the years ended June 30, 2022 and 2021, respectively. Performance Cash Awards (“PCAs”) In November 2019, the Company granted PCAs under the 2017 Plan to certain employees. The PCAs cliff vest on the third anniversary of the date of grant based on the Company’s achievement of certain financial performance goals for the performance period July 1, 2019 through June 30, 2022, subject to certain continued employment conditions and subject to acceleration provisions of the 2017 Plan. |
Other Current Liabilities
Other Current Liabilities | 12 Months Ended |
Jun. 30, 2022 | |
Payables and Accruals [Abstract] | |
Other Current Liabilities | Other Current Liabilities Other current liabilities consist of the following: As of June 30, (In thousands) 2022 2021 Other (1) $ 4,955 $ 3,116 Accrued workers’ compensation liabilities 947 1,016 Finance lease liabilities 193 192 Cumulative preferred dividends, undeclared and unpaid — 2,051 Accrued postretirement benefits — 50 Other current liabilities $ 6,095 $ 6,425 ___________ (1) Includes accrued property taxes, sales and use taxes and insurance liabilities. |
Other Long-Term Liabilities Oth
Other Long-Term Liabilities Other Long-Term Liabilities | 12 Months Ended |
Jun. 30, 2022 | |
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) 2022 2021 Derivative liabilities—noncurrent $ — $ 1,653 Deferred compensation (1) 195 1,716 Finance lease liabilities 409 563 Deferred income taxes (2) 735 1,160 Other long-term liabilities $ 1,339 $ 5,092 ___________ (1) Includes performance cash awards liability and payroll taxes. (2) Includes deferred tax liabilities that have an indefinite reversal pattern. |
Income Taxes
Income Taxes | 12 Months Ended |
Jun. 30, 2022 | |
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) 2022 2021 2020 Current: Federal $ — $ (22) $ — State 124 213 105 Total current income tax expense 124 191 105 Deferred: Federal (83) 10,901 (458) State (342) 2,503 158 Total deferred income tax (benefit) expense (425) 13,404 (300) Income tax (benefit) expense $ (301) $ 13,595 $ (195) A reconciliation of income tax expense to the federal statutory tax rate is as follows: For the Years Ended June 30, (In thousands) 2022 2021 2020 Statutory tax rate 21% 21% 21% Income tax benefit at statutory rate $ (3,352) $ (5,892) $ (7,829) State income tax (net of federal tax benefit) (754) (736) (1,523) Valuation allowance 4,305 4,504 9,153 Change in tax rate (210) 1,055 233 Post-retirement medical plan and other offset in OCI — 13,738 — Other (net) (290) 926 (229) Income tax (benefit) expense $ (301) $ 13,595 $ (195) Our federal corporate tax rate is 21%, 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. For the years ended June 30, 2022, 2021 and 2020, the Company’s income tax expense includes an increase in the valuation allowance related to the Company’s operating losses. 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) 2022 2021 Deferred tax assets: Postretirement benefits $ 7,284 $ 9,364 Accrued liabilities 4,759 4,245 163(j) Interest Limitation 4,040 3,069 Net operating loss carryforward 51,413 48,195 Intangible assets 6,936 7,377 Right-of-use operating lease liabilities 7,041 6,592 Other 7,650 6,292 Total deferred tax assets 89,123 85,134 Deferred tax liabilities: Property, plant and equipment (15,726) (15,448) Right-of-use operating lease assets (7,174) (6,606) Other (79) 72 Total deferred tax liabilities (22,979) (21,982) Valuation allowance (66,879) (64,312) Net deferred tax liability $ (735) $ (1,160) At June 30, 2022, the Company had approximately $185.9 million of federal and $160.1 million of state net operating loss carryforwards that will begin to expire in the years ending June 30, 2038 and June 30, 2023, respectively. Net operating losses of $51.8 million in federal and $6.9 million of state are indefinite lived and will not expire. Additionally, at June 30, 2022, the Company had $3.2 million of federal and state tax credits. 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, 2022, 2021 and 2020, due to recent cumulative losses, the Company concluded 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 $66.9 million and $64.3 million to reduce deferred tax assets as of June 30, 2022 and 2021, respectively. As of, and for the three years ended June 30, 2022, 2021 and 2020, the Company had no significant uncertain tax positions. On August 16, 2022 the Inflation Reduction Act of 2022 was signed into law. The Company does not anticipate any material impact to our consolidated financial statements. 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, 2019. 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, 2022 and 2021, 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, 2022, 2021 and 2020. |
Net (Loss) Income Per Common Sh
Net (Loss) Income Per Common Share | 12 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
Net (Loss) Income Per Common Share | Net (Loss) Per Common Share Basic net (loss) per common share is calculated by dividing net (loss) attributable to the Company by the weighted average number of common shares outstanding during the periods presented. Diluted net (loss) per common share is calculated by dividing diluted net (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 performance-based restricted stock units, and shares of Series A Preferred Stock, as converted, during the periods presented. The calculation of dilutive shares outstanding excludes out-of-the-money stock options (i.e., such option’s exercise prices were greater than the average market price of our common shares for the period) and unvested performance-based restricted stock units because their inclusion would be have been anti-dilutive. The following table presents the computation of basic and diluted loss per common share: For the Years Ended June 30, (In thousands, except share and per share amounts) 2022 2021 2020 Undistributed net loss available to common stockholders $ (15,626) $ (40,710) $ (37,462) Undistributed net loss available to nonvested restricted stockholders and holders of convertible preferred stock (629) (1,515) (179) Net loss available to common stockholders—basic $ (16,255) $ (42,225) $ (37,641) Weighted average common shares outstanding—basic 18,200,080 17,635,402 17,205,849 Effect of dilutive securities: Shares issuable under stock options — — — Weighted average common shares outstanding—diluted 18,200,080 17,635,402 17,205,849 Net loss per common share available to common stockholders—basic $ (0.89) $ (2.39) $ (2.19) Net loss per common share available to common stockholders—diluted $ (0.89) $ (2.39) $ (2.19) The following table summarizes anti-dilutive securities excluded from the computation of diluted net loss per common share for the periods indicated: For the Years Ended June 30, 2022 2021 2020 Shares issuable under stock options 452,537 395,069 330,627 Shares issuable under convertible preferred stock 452,667 437,165 422,193 Shares issuable under PBRSUs 426,243 376,264 73,012 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Purchase Commitments As of June 30, 2022, the Company had committed to purchase green coffee inventory totaling $102.1 million under fixed-price contracts and $20.0 million in inventory and other purchases under non-cancelable purchase orders. Boyd Coffee Acquisition In connection with the Company's acquisition of Boyd Coffee ("Seller") on October 2, 2017, the Company withheld 914 shares of Series A Preferred Stock pending satisfaction of certain indemnification claims against the Seller. The fair value of shares withheld is $103 thousand based on the stated value and deemed conversion price as defined in the asset purchase agreement, and our current share price as of June 30, 2022. As previously disclosed, all other obligations under asset purchase agreement have been satisfied. On July 26, 2022, the Company and the seller have entered into a settlement agreement regarding the retention and cancellation of 914 Holdback Shares and the reacquisition on a cashless basis and cancellation of 1,736 shares of Series A Preferred Stock issued to Seller at the closing of the transactions contemplated by the Boyd Purchase Agreement. Effective August 25, 2022, the Seller, converted the remaining Series A Preferred Stock into shares of the Company’s common stock. See Note 20 , Preferred Stock for additional information regarding the terms of the Series A Preferred Stock and the conversion. 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, including 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 (“Prop 65”). The suit alleges that the defendants have failed to issue clear and reasonable warnings in accordance with Prop 65 that the coffee they produce, distribute, and sell contains acrylamide. This lawsuit was filed in Los Angeles Superior Court (the “Court”). CERT alleges that the Company and the other defendants failed to provide warnings for their coffee products of exposure to the chemical acrylamide as required under Prop 65. Plaintiff seeks equitable relief and civil penalties in the amount of the statutory maximum of $2,500 per day per violation of Prop 65. The Plaintiff asserts that every consumed cup of coffee, absent a compliant warning, is equivalent to a violation under Prop 65. The Company, as part of a joint defense group (“JDG”) organized to defend against the lawsuit, disputes the claims of CERT. Acrylamide is not added to coffee but is present in all coffee in small amounts (parts per billion) as a byproduct of the coffee bean roasting process. A series of procedural and legislative developments occurred in the ensuing years, and at hearings in August 2020, the Court denied CERT’s motion for summary judgment and granted the JDG’s motion for summary judgment. Notice of Judgment in favor of defendants was entered on October 6, 2020. CERT has appealed. The Company believes that the likelihood that the Company will ultimately incur a loss in connection with this litigation is less than reasonably possible. 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, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | Revenue Recognition 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. The Company disaggregates net sales from contracts with customers based on the characteristics of the products sold: For the Years Ended June 30, 2022 2021 2020 (In thousands) $ % of total $ % of total $ % of total Net Sales by Product Category: Coffee (Roasted) $ 302,324 64.4 % $ 263,400 66.2 % $ 328,465 65.5 % Tea & Other Beverages (1) 84,397 18.0 % 69,482 17.5 % 98,971 19.7 % Culinary 56,160 12.0 % 44,986 11.3 % 50,135 10.0 % Spices 22,248 4.7 % 18,680 4.7 % 21,473 4.3 % Net sales by product category 465,129 99.1 % 396,548 99.7 % 499,044 99.5 % Delivery Surcharge 4,064 0.9 % 1,302 0.3 % 2,276 0.5 % Net sales $ 469,193 100.0 % $ 397,850 100.0 % $ 501,320 100.0 % ____________ (1) Includes all beverages other than roasted coffee, including frozen liquid coffee, and iced and hot tea, including cappuccino, cocoa, granitas, and concentrated and ready-to drink cold brew and iced coffee. |
Preferred Stock
Preferred Stock | 12 Months Ended |
Jun. 30, 2022 | |
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 and 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, 2022, the Company had 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 Common Stock. On an as converted basis, holders of Series A Preferred Stock are entitled to vote together with the holders of the Common Stock and are entitled to share in the dividends on the Common Stock, when declared. Each share of Series A Preferred Stock is convertible into the number of shares of the 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. We may, at our election and if certain conditions are met, mandate the conversion of all the Series A Preferred Stock. 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, 2022, 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 $ 1,180 $ 17,346 $ 2,646 $ 17,346 Effective August 25, 2022, 12,964 shares of Series A Preferred Stock issued were converted into 399,208 shares of the Company’s common stock, par value $1.00 per share, at a conversion price of $38.32, in accordance with the terms of the Company’s Designation of Series A Preferred Stock. The shares of Series A Preferred Stock were originally issued to Boyd Coffee Company (now known as BCC Newco, Inc.) (“BCC”), on October 2, 2017, pursuant to that certain Asset Purchase Agreement, dated as of August 18, 2017, by and among the Company, Boyd Assets Co., a Delaware corporation and wholly owned subsidiary of the Company, BCC and each of the parties set forth on Exhibit A thereto. The shares of Series A Preferred Stock converted represented all of the issued and outstanding shares of Series A Preferred Stock. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Jun. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent EventsOn August 8, 2022, the Company and certain of its subsidiaries entered into the Increase Joinder and Amendment No. 2 to Credit Agreement (the “2nd Amendment”), with Wells Fargo Bank, N.A., as administrative agent for each member of the lender group and as a lender. The 2nd Amendment amends that certain Revolver Credit Facility Agreement, originally entered into by the parties on April 26, 2021, which governs the Company’s revolving credit facility. The 2nd Amendment amends certain terms and conditions of the Revolver Credit Facility Agreement by, among other things: (i) increasing the maximum revolver amount by $10,000,000 to an aggregate maximum revolver commitment amount of $90,000,000; and (ii) replacing the London Interbank Offered Rate (LIBOR) interest rate benchmark (which had an applicable margin of 2.25% for LIBOR rate loans) with the secured overnight financing rate (SOFR) interest rate benchmark (which has an applicable margin of 1.75% for SOFR rate loans).On August 31, 2022, the Company entered into Amendment No. 3 to Credit Agreement (the “3rd Amendment”), with the lenders party thereto, and Wells Fargo Bank, N.A., as administrative agent for each member of the lender group and as a lender. The 3rd Amendment amends certain terms and conditions of the Revolver Credit Facility Agreement by, among other things: (i) adding a new $47.0 million term loan (the “Term Loan”); (ii) extending the maturity date of the Company’s obligations under the Revolver Credit Facility Agreement from April 25, 2025 to April 26, 2027; provided, that if the maturity date of the Revolver Commitments is extended on or prior to April 1, 2027 to a date that is after April 26, 2027, then the maturity of the Term Loan shall be August 31, 2037; (iii) releasing liens securing the obligations under the Revolver Facility Credit Agreement on various real properties owned by the Company; (iv) commencing on or around June 30, 2023, obligating the Company to maintain a Fixed Charge Coverage Ratio, calculated for each 12-month period ending on the last day of each fiscal month, of at least 1:00 to 1:00; and (v) lowering the Letter of Credit Fee payable with respect to letters of credit issued under the Credit Agreement from 2.25% to 1.75% of the average amount of the Letter of Credit Usage during the immediately preceding month. The proceeds of the Term Loan were used to repay the outstanding term loans under the Term Credit Facility Agreement. With the repayment of the Company’s outstanding loans and other obligations under the Term Credit Facility Agreement, the Company is no longer subject to the minimum EBITDA covenants contained therein. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Use of Estimates, Policy | Use of Estimates The preparation of financial statements in accordance with 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 | 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 credit losses 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 credit losses 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 accounts are determined to be uncollectible. |
Fair Value Measurement | 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. |
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 ” in the consolidated statements of operations. 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” in the consolidated statements of operations 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” in the consolidated statements of operations. See Note 4 , Derivative Instruments . For interest rate swap derivative instrument 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. For interest rate swap derivative instruments that are not designated in a hedging relationship, the changes in fair value are reported in interest expense. |
Concentration of Credit Risk | Concentration of Credit Risk At June 30, 2022, 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, 2022 and 2021, 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 35% and 31% of the Company’s accounts receivable balance was with five customers at June 30, 2022 and 2021, respectively. There were two customers that accounted for more than 10% of the Company’s accounts receivable balance as of June 30, 2022. The Company estimates its maximum credit risk for accounts receivable at the amount recorded on the balance sheet. The accounts receivables are generally short-term and all probable bad debt losses have been appropriately considered in establishing the allowance for credit losses. |
Inventories | InventoriesInventories are valued at the lower of cost or net realizable value. The Company uses the first in, first out ("FIFO") basis for accounting for coffee, tea and culinary products and coffee brewing equipment parts. 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 15 years Office furniture and equipment 5 to 7 years Capitalized software 3 to 5 years Equipment under finance leases Shorter of term of lease or estimated useful life |
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. 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. See Note 9 , Property, Plant and Equipment for details of the depreciation amounts and non-depreciation expenses. |
Leases | Leases The Company makes a determination if an arrangement constitutes a lease at inception, and categorizes the lease as either an operating or finance lease. Operating leases are included in right-of-use operating lease assets and operating lease liabilities in the Company's Consolidated Balance Sheets. Finance leases are included in property, plant and equipment, net and other liabilities in the Consolidated Balance Sheets. Leases with an initial term of 12 months or less are not recorded on the Consolidated Balance Sheets. The Company has entered into leases for building facilities, vehicles and other equipment. The Company’s leases have remaining contractual terms of up to 8 years, some of which have options to extend the lease for up to an additional 10 years. For purposes of calculating operating lease liabilities, lease terms are deemed not to include options to extend the lease renewals until it is reasonably certain that the Company will exercise that option. The Company's lease agreements do not contain any material residual value guarantees or material restrictive covenants. |
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. |
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. We recognize revenue at a point in time upon delivery of the ordered goods to our customers. Revenues are recognized net of any discounts, returns, allowances, rebates and incentives. 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. 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. |
Net Income per Common Share | Net Loss Per Common Share Net loss per share (“EPS”) represents net loss available to common stockholders divided by the weighted-average number of common shares outstanding for the period. 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 or income available to common stockholders. Under the two-class method, net loss available to nonvested restricted stockholders and holders of Series A Preferred Stock is excluded from net loss available to common stockholders for purposes of calculating basic and diluted EPS. |
Employee Stock Ownership Plan | Employee Stock Ownership Plan On December 31, 2018, the Company froze the Employee Stock Ownership Plan (“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. Effective January 1, 2022, the Company merged the ESOP plan into the 401(k) Plan and transferred all of the assets and shares in the ESOP to the 401(k) Plan. As of June 30, 2021, there were 1,067,687 allocated shares under the ESOP plan with a fair value of $13.5 million. |
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. |
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 “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. The Company tests for impairment of goodwill by comparing the fair value of its reporting units to the carrying value of the reporting units. If the fair value of a reporting unit is less than its carrying value, an impairment loss is recognized equal to the excess of the carrying amount of the reporting unit over its fair value. 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. The Company tests goodwill and indefinite-lived intangible assets for impairment annually, as of January 31, or when events or changes in circumstances would indicate that more likely than not the fair values may be below the carrying amounts of the assets. Additionally, because of the COVID-19 pandemic during the second half of the Company's fiscal year ended June 30, 2020, and the resulting deterioration in the business environment and the general economic outlook, the fair value of these assets were negatively impacted. As a result of the test for impairment, the Company recorded $36.2 million and $5.8 million, respectively, of impairments to goodwill and indefinite-lived intangibles during the year ended June 30, 2020. Our goodwill was fully impaired with this adjustment. |
Other Intangible Assets | Other Intangible AssetsOther 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 $3.5 million and $3.9 million, as of June 30, 2022 and 2021, respectively. The estimated recovery from reinsurance was $0.7 million and $0.6 million, as of June 30, 2022 and 2021, respectively. 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, 2022 the Company had posted no cash deposit and $4.1 million letter of credit, as a security deposit for self-insuring workers’ compensation, general liability and auto insurance coverages. At June 30, 2021 the Company had posted $0.8 million in cash and a $4.3 million letter of credit. The estimated liability related to the Company's self-insured group medical insurance was $0.5 million and $0.9 million for the years ended June 30, 2022 and 2021, 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 accrues the cost for general liability, product liability and commercial auto liability 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 $2.3 million and $1.4 million at June 30, 2022 and 2021, 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. |
Sale of Spice Assets | Exit costs The Company accounts for exit or disposal of activities in accordance with ASC 420, “Exit or Disposal Cost Obligations.“ The Company defines an exit or disposal activity as one 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 exit costs 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. |
New Accounting Pronouncements, Policy | Recent Accounting Pronouncements The Company considers the applicability and impact of all ASUs issued. ASUs not listed below were assessed and either determined to be not applicable or expected to have minimal impact on its consolidated financial statements. The following table provides a brief description of the applicable recent ASUs issued by the FASB: Standard Description Effective Date Effect on the Financial Statements or Other Significant Matters In March 2020, the FASB issued ASU No. 2020-04, “Facilitation of the Effect of Reference Rate Reform on Financial Reporting” (“ASU 2020-04”) The London Interbank Offered Rate (LIBOR) is being discontinued between December 2021 and June 2023. The Company has not entered into any new contracts after December 31, 2021. With the overnight, 1-month, 3-month, 6-month and 12-month USD LIBOR rates being published through June 30, 2023, we will continue to leverage these for the existing contracts. ASU 2020-04 provides temporary optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships, and other transactions affected by the transition from LIBOR to alternative reference rate. Issuance date of March 12, 2020 through December 31, 2022. The Company does not anticipate any material impacts on its consolidated financial statements. In March 2022, the FASB issued ASU No. 2022-01—Derivatives and Hedging (Topic 815): Fair Value Hedging—Portfolio Layer The amendments in this Update clarify the accounting for and promote consistency in the reporting of hedge basis adjustments applicable to both a single hedged layer and multiple hedged layers Effective for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years. The Company does not anticipate any material impacts on its consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Property, Plant and Equipment | The following useful lives are used: Buildings and facilities 10 to 30 years Machinery and equipment 3 to 15 years Office furniture and equipment 5 to 7 years Capitalized software 3 to 5 years Equipment under finance leases Shorter of term of lease or estimated useful life As of June 30, (In thousands) 2022 2021 Buildings and facilities $ 92,948 $ 94,846 Machinery and equipment 219,095 223,579 Capitalized software 25,467 24,218 Office furniture and equipment 14,347 13,834 351,857 356,477 Accumulated depreciation (224,760) (218,341) Land 11,053 11,955 Property, plant and equipment, net $ 138,150 $ 150,091 Capitalized CBE included in machinery and equipment above are: As of June 30, (In thousands) 2022 2021 Coffee Brewing Equipment (1) $ 93,549 $ 97,105 Accumulated depreciation (68,938) (70,705) Coffee Brewing Equipment, net $ 24,611 $ 26,400 __________ (1) Decrease as of June 30, 2022 is due to retirement of assets and lower investment on new equipment since we have focused on refurbished equipment which has a lower cost per unit. Depreciation expense related to capitalized CBE and other CBE related expenses (excluding CBE depreciation) provided to customers and reported in cost of goods sold were as follows: For the Years Ended June 30, (In thousands) 2022 2021 2020 Depreciation expense $ 7,492 $ 8,988 $ 9,572 Other CBE expenses 25,773 23,363 27,906 |
Sales of Assets Sales of Assets
Sales of Assets Sales of Assets (Tables) | 12 Months Ended |
Jun. 30, 2022 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Disposal Groups, Including Discontinued Operations | During the fiscal year ended June 30, 2022, the Company completed the sale of the following branch properties: (In thousands) Name of Branch Property Date Sold Sales Price Net Proceeds Gain Santa Ana, California 7/2/2021 $ 4,299 $ 4,072 $ 3,571 Santa Fe Springs, California 7/7/2021 2,650 2,507 1,509 San Antonio, Texas 11/2/2021 898 820 729 The following table presents net carrying value related to the major classes of assets that were classified as held for sale at June 30, 2022 and June 30, 2021 : (In thousands) June 30, 2022 June 30, 2021 Building and facilities $ 67 $ 1,035 Land 965 556 Assets held for sale $ 1,032 $ 1,591 |
Derivative Instruments (Tables)
Derivative Instruments (Tables) | 12 Months Ended |
Jun. 30, 2022 | |
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, 2022 and 2021: As of June 30, (In thousands) 2022 2021 Derivative instruments designated as cash flow hedges: Long coffee pounds 4,200 14,625 Derivative instruments not designated as cash flow hedges: Long coffee pounds 516 6,886 Total 4,716 21,511 |
Schedule of Fair Values of Derivative Instruments on the Consolidated Balance Sheets | Fair values of derivative instruments on the Company's consolidated balance sheets: Derivative Instruments Derivative Instruments Not Designated as Accounting Hedges As of June 30, As of June 30, (In thousands) 2022 2021 2022 2021 Financial Statement Location: Short-term derivative assets: Coffee-related derivative instruments(1) $ 2,144 $ 3,823 $ 555 $ 528 Interest rate swap derivative instruments(1) — — 323 — Long-term derivative assets: Coffee-related derivative instruments(2) 37 292 140 — Interest rate swap derivative instruments(2) — — 166 — Short-term derivative liabilities: Coffee-related derivative instruments(3) 3 20 2,346 3 Interest rate swap derivative instruments(3) — — — 1,532 Long-term derivative liabilities: Interest rate swap derivative instruments(4) — — — 1,653 ________________ (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 derivative 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) 2022 2021 2020 Net losses recognized in AOCI - Interest rate swap $ — $ (304) $ (2,863) AOCI Net losses recognized from AOCI to earnings - Interest rate swap (7) (347) (383) Interest Expense Net losses reclassified from AOCI to earnings for partial unwind of interest swap - Interest rate swap (1,201) (1,284) (407) Interest Expense Net gains (losses) recognized in AOCI - Coffee-related 12,172 11,753 (4,655) AOCI Net gains (losses) recognized in earnings - Coffee-related 15,865 1,940 (8,073) Costs of goods sold |
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) 2022 2021 2020 Net gains (losses) on coffee-related derivative instruments (1) $ 4,498 $ 2,941 $ (1,362) Non-operating pension and other postretirement benefit plans credits (2) 3,598 16,398 11,651 Other gains, net 86 381 154 Other, net $ 8,182 $ 19,720 $ 10,443 ___________ (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, 2022, 2021 and 2020. (2) Presented in accordance with implementation of ASU 2017-07. Includes amortized gains on postretirement medical benefit plan due to the curtailment announced in March 2020. |
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 As of June 30, 2022 Derivative Assets $ 3,365 $ (2,349) $ — $ 1,016 Derivative Liabilities 2,349 (2,349) — — As of June 30, 2021 Derivative Assets 4,643 (23) — 4,620 Derivative Liabilities 3,185 — — 3,185 |
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 As of June 30, 2022 Derivative Assets $ 3,365 $ (2,349) $ — $ 1,016 Derivative Liabilities 2,349 (2,349) — — As of June 30, 2021 Derivative Assets 4,643 (23) — 4,620 Derivative Liabilities 3,185 — — 3,185 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Jun. 30, 2022 | |
Leases [Abstract] | |
Assets And Liabilities, Lessee | Supplemental consolidated balance sheet information related to leases is as follows: As of June 30, (In thousands) Classification 2022 2021 Operating lease assets Right-of-use operating lease assets $ 27,957 $ 26,254 Finance lease assets Property, plant and equipment, net 574 739 Total lease assets $ 28,531 $ 26,993 Operating lease liabilities - current Operating lease liabilities - current 7,721 6,262 Finance lease liabilities - current Other current liabilities 193 192 Operating lease liabilities - noncurrent Operating lease liabilities - noncurrent 20,762 20,049 Finance lease liabilities -noncurrent Other long-term liabilities 409 563 Total lease liabilities $ 29,085 $ 27,066 |
Lease, Cost | The components of lease expense are as follows: For the Years Ended June 30, (In thousands) 2022 2021 2020 Operating lease expense $ 7,526 $ 7,195 $ 5,354 Finance lease expense: Amortization of finance lease assets 164 82 52 Interest on finance lease liabilities 44 26 2 Total lease expense $ 7,734 $ 7,303 $ 5,408 Lease term and discount rate: For the Years Ended June 30, 2022 2021 Weighted-average remaining lease terms (in years): Operating lease 6.3 7.3 Finance lease 3.5 4.5 Weighted-average discount rate: Operating lease 5.69 % 5.23 % Finance lease 6.50 % 6.50 % Other Information: For the Years Ended June 30, 2022 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 7,049 $ 7,529 Operating cash flows from finance leases 44 70 Financing cash flows from finance leases 193 26 |
Lessee, Operating Lease, Liability, Maturity | The maturities of the lease liabilities are as follows: For the Years Ended June 30, (In thousands) Operating Leases Finance Leases 2023 $ 7,721 $ 193 2024 7,444 193 2025 6,175 193 2026 4,957 96 2027 3,495 — Thereafter 2,999 — Total lease payments 32,791 675 Less: interest (4,308) (73) Total lease obligations $ 28,483 $ 602 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Jun. 30, 2021 | |
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, 2022 Derivative instruments designated as cash flow hedges: Coffee-related derivative assets - (1) $ 2,181 $ — $ 2,181 $ — Coffee-related derivative liabilities (1) 3 — 3 — Derivatives not designated as accounting hedges: Coffee-related derivative assets - (1) 695 — 695 — Coffee-related derivative liabilities (1) 2,346 — 2,346 — Interest rate swap derivative asset (2) 489 — 489 — Total Level 1 Level 2 Level 3 As of June 30, 2021 Derivative instruments designated as cash flow hedges: Coffee-related derivative assets - (1) $ 4,115 $ — $ 4,115 $ — Coffee-related derivative liabilities (1) 20 — 20 — Derivatives not designated as accounting hedges: Coffee-related derivative assets - (1) 528 — 528 — Coffee-related derivative liabilities (1) 3 — 3 — Interest rate swap derivative liabilities (2) 3,185 — 3,185 — ____________________ (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, 2022 | |
Receivables [Abstract] | |
Schedule of Accounts, Notes, Loans and Financing Receivable | As of June 30, (In thousands) 2022 2021 Trade receivables $ 44,219 $ 37,208 Other receivables (1) 2,911 3,438 Allowance for credit losses (195) (325) Accounts receivable, net $ 46,935 $ 40,321 ____________________ |
Schedule of Allowance for Accounts and Notes Receivable | Allowance for credit losses: (In thousands) Balance at June 30, 2019 $ (1,324) Provision (1,872) Write-offs 1,196 Recovery 204 Balance at June 30, 2020 (1,796) Provision 619 Write-offs 704 Recovery 148 Balance at June 30, 2021 (325) Provision (767) Write-offs 699 Recovery 198 Balance at June 30, 2022 $ (195) |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Jun. 30, 2022 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory, Current | As of June 30, (In thousands) 2022 2021 Coffee Processed $ 32,486 $ 20,917 Unprocessed 39,326 34,762 Total 71,812 55,679 Tea and culinary products Processed 24,034 15,228 Unprocessed 58 60 Total 24,092 15,288 Coffee brewing equipment parts 3,714 5,824 Total inventories $ 99,618 $ 76,791 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 12 Months Ended |
Jun. 30, 2022 | |
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 15 years Office furniture and equipment 5 to 7 years Capitalized software 3 to 5 years Equipment under finance leases Shorter of term of lease or estimated useful life As of June 30, (In thousands) 2022 2021 Buildings and facilities $ 92,948 $ 94,846 Machinery and equipment 219,095 223,579 Capitalized software 25,467 24,218 Office furniture and equipment 14,347 13,834 351,857 356,477 Accumulated depreciation (224,760) (218,341) Land 11,053 11,955 Property, plant and equipment, net $ 138,150 $ 150,091 Capitalized CBE included in machinery and equipment above are: As of June 30, (In thousands) 2022 2021 Coffee Brewing Equipment (1) $ 93,549 $ 97,105 Accumulated depreciation (68,938) (70,705) Coffee Brewing Equipment, net $ 24,611 $ 26,400 __________ (1) Decrease as of June 30, 2022 is due to retirement of assets and lower investment on new equipment since we have focused on refurbished equipment which has a lower cost per unit. Depreciation expense related to capitalized CBE and other CBE related expenses (excluding CBE depreciation) provided to customers and reported in cost of goods sold were as follows: For the Years Ended June 30, (In thousands) 2022 2021 2020 Depreciation expense $ 7,492 $ 8,988 $ 9,572 Other CBE expenses 25,773 23,363 27,906 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Jun. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
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 2022 2021 (In thousands) Gross Accumulated Net Gross Accumulated Net Amortized intangible assets: Customer relationships 4.7 $ 33,003 $ (21,893) $ 11,110 $ 33,003 $ (19,692) $ 13,311 Recipes 1.3 930 (752) 178 930 (619) 311 Trade name/brand name 1.4 510 (457) 53 510 (420) 90 Non-compete agreements 0.0 220 (220) — 220 (202) 18 Total amortized intangible assets 34,663 (23,322) 11,341 34,663 (20,933) 13,730 Unamortized intangible assets: Trademarks, trade names and brand name with indefinite lives 4,522 — 4,522 4,522 — 4,522 Total unamortized intangible assets 4,522 — 4,522 4,522 — 4,522 Total intangible assets $ 39,185 $ (23,322) $ 15,863 $ 39,185 $ (20,933) $ 18,252 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | At June 30, 2022, future annual amortization of finite-lived intangible assets for the years 2023 through 2027 and thereafter is estimated to be (in thousands): For the fiscal year ending: June 30, 2023 $ 2,370 June 30, 2024 2,261 June 30, 2025 2,200 June 30, 2026 2,200 June 30, 2027 1,910 Thereafter 400 Total $ 11,341 |
Employee Benefit Plans (Tables)
Employee Benefit Plans (Tables) | 12 Months Ended |
Jun. 30, 2022 | |
Retirement Benefits [Abstract] | |
Obligations and Funded Status of Pension Plan | 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 |
Schedule of Allocation of Plan Assets | 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 % |
Schedule of Expected 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 (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 |
Schedule of Multiemployer Plans | 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. |
Schedule of Net Benefit Costs | 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) |
Schedule of Defined Benefit Plan Amounts Recognized in Other Comprehensive Income (Loss) | 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. 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) |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | The following table summarizes the Company’s debt obligations: June 30, 2022 June 30, 2021 (In thousands) Debt Origination Date Maturity Principal Amount Borrowed Carrying Value Weighted Average Interest Rate (1) Carrying Value Weighted Average Interest Rate Revolver various 4/25/2025 N/A $ 63,000 2.75 % $ 43,500 6.21 % Term Loan 4/26/2021 4/25/2025 $ 47,500 45,600 7.50 % 47,500 7.50 % 108,600 91,000 Unamortized deferred debt financing costs (1,677) (2,222) Total $ 106,923 $ 88,778 __________ (1) The weighted average interest rate excludes the fixed rate on the de-designated Amended Rate Swap |
Schedule of Maturities of Long-term Debt | Principal payments on the Revolver and Term Loan debt obligations are due as follows: (In thousands) For the Years Ended June 30, 2023 $ 3,800 2024 3,800 2025 101,000 Total Revolver and Term Loan liabilities $ 108,600 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 12 Months Ended |
Jun. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
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, 2021 and 2020: Year Ended June 30, 2021 2020 Weighted average fair value of NQOs $ 2.36 $ 4.24 Risk-free interest rate 0.3 % 1.5 % Dividend yield — % — % Average expected term 4.6 years 4.6 years Expected stock price volatility 35.4 % 35.4 % |
Schedule of Share-based Compensation, Stock Options, Activity | The following table summarizes NQO activity for the year ended June 30, 2022: Outstanding NQOs: Number of NQOs Weighted Average Exercise Price ($) Weighted Average Remaining Life (Years) Aggregate Intrinsic Value ($ in thousands) Outstanding at June 30, 2021 513,325 13.06 5.17 706 Granted — — — — Exercised — — — — Cancelled/Forfeited (21,535) 16.21 — — Expired (41,103) 19.05 — — Outstanding at June 30, 2022 450,687 12.39 4.34 — Exercisable, June 30, 2022 292,890 12.80 4.28 — The following table summarizes PNQ activity for the year ended June 30, 2022: Outstanding PNQs: Number of PNQs Weighted Average Exercise Price ($) Weighted AverageRemaining Life (Years) Aggregate Intrinsic Value ($ in thousands) Outstanding at June 30, 2021 11,750 29.76 0.71 — Granted — — — — Exercised — — — — Cancelled/Forfeited — — — — Expired (9,538) 29.51 — — Outstanding at June 30, 2022 2,212 30.91 0.83 — Exercisable, June 30, 2022 2,211 30.91 0.83 — |
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, 2022: Outstanding and Nonvested Restricted Stock Awards: Shares Awarded Weighted Average Grant Date Fair Value ($) Outstanding at June 30, 2021 681,570 10.47 Granted 551,967 7.20 Vested (283,016) 5.21 Cancelled/Forfeited (133,710) 6.94 Outstanding and nonvested June 30, 2022 816,811 6.67 The following table summarizes PBRSU activity for the year ended June 30, 2022: Outstanding and Nonvested PBRSUs: PBRSUs Awarded Weighted Average Grant Date Fair Value ($) Outstanding at June 30, 2021 354,466 6.06 Granted 158,659 8.91 Vested (381) 25.04 Cancelled/Forfeited (55,751) 13.27 Outstanding and nonvested June 30, 2022 456,993 6.16 The following table summarizes CSRSU activity during the year ended June 30, 2022: Outstanding and Nonvested CSRSUs: CSRSUs Awarded Weighted Average Grant Date Fair Value ($) Outstanding at June 30, 2021 185,602 4.31 Granted 85,851 8.91 Vested (52,583) 4.31 Cancelled/Forfeited (73,225) 5.63 Outstanding and nonvested June 30, 2022 145,645 6.36 |
Other Current Liabilities (Tabl
Other Current Liabilities (Tables) | 12 Months Ended |
Jun. 30, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of Other Current Liabilities | Other current liabilities consist of the following: As of June 30, (In thousands) 2022 2021 Other (1) $ 4,955 $ 3,116 Accrued workers’ compensation liabilities 947 1,016 Finance lease liabilities 193 192 Cumulative preferred dividends, undeclared and unpaid — 2,051 Accrued postretirement benefits — 50 Other current liabilities $ 6,095 $ 6,425 ___________ (1) Includes accrued property taxes, sales and use taxes and insurance liabilities. |
Other Long-Term Liabilities (Ta
Other Long-Term Liabilities (Tables) | 12 Months Ended |
Jun. 30, 2022 | |
Other Liabilities Disclosure [Abstract] | |
Other Long-Term Liabilities | Other long-term liabilities include the following: As of June 30, (In thousands) 2022 2021 Derivative liabilities—noncurrent $ — $ 1,653 Deferred compensation (1) 195 1,716 Finance lease liabilities 409 563 Deferred income taxes (2) 735 1,160 Other long-term liabilities $ 1,339 $ 5,092 ___________ (1) Includes performance cash awards liability and payroll taxes. (2) Includes deferred tax liabilities that have an indefinite reversal pattern. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
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) 2022 2021 2020 Statutory tax rate 21% 21% 21% Income tax benefit at statutory rate $ (3,352) $ (5,892) $ (7,829) State income tax (net of federal tax benefit) (754) (736) (1,523) Valuation allowance 4,305 4,504 9,153 Change in tax rate (210) 1,055 233 Post-retirement medical plan and other offset in OCI — 13,738 — Other (net) (290) 926 (229) Income tax (benefit) expense $ (301) $ 13,595 $ (195) |
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) 2022 2021 Deferred tax assets: Postretirement benefits $ 7,284 $ 9,364 Accrued liabilities 4,759 4,245 163(j) Interest Limitation 4,040 3,069 Net operating loss carryforward 51,413 48,195 Intangible assets 6,936 7,377 Right-of-use operating lease liabilities 7,041 6,592 Other 7,650 6,292 Total deferred tax assets 89,123 85,134 Deferred tax liabilities: Property, plant and equipment (15,726) (15,448) Right-of-use operating lease assets (7,174) (6,606) Other (79) 72 Total deferred tax liabilities (22,979) (21,982) Valuation allowance (66,879) (64,312) Net deferred tax liability $ (735) $ (1,160) |
Net (Loss) Income Per Common _2
Net (Loss) Income Per Common Share (Tables) | 12 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings (Loss) Per Common Share, Basic and Diluted | The following table presents the computation of basic and diluted loss per common share: For the Years Ended June 30, (In thousands, except share and per share amounts) 2022 2021 2020 Undistributed net loss available to common stockholders $ (15,626) $ (40,710) $ (37,462) Undistributed net loss available to nonvested restricted stockholders and holders of convertible preferred stock (629) (1,515) (179) Net loss available to common stockholders—basic $ (16,255) $ (42,225) $ (37,641) Weighted average common shares outstanding—basic 18,200,080 17,635,402 17,205,849 Effect of dilutive securities: Shares issuable under stock options — — — Weighted average common shares outstanding—diluted 18,200,080 17,635,402 17,205,849 Net loss per common share available to common stockholders—basic $ (0.89) $ (2.39) $ (2.19) Net loss per common share available to common stockholders—diluted $ (0.89) $ (2.39) $ (2.19) The following table summarizes anti-dilutive securities excluded from the computation of diluted net loss per common share for the periods indicated: For the Years Ended June 30, 2022 2021 2020 Shares issuable under stock options 452,537 395,069 330,627 Shares issuable under convertible preferred stock 452,667 437,165 422,193 Shares issuable under PBRSUs 426,243 376,264 73,012 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 12 Months Ended |
Jun. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | The Company disaggregates net sales from contracts with customers based on the characteristics of the products sold: For the Years Ended June 30, 2022 2021 2020 (In thousands) $ % of total $ % of total $ % of total Net Sales by Product Category: Coffee (Roasted) $ 302,324 64.4 % $ 263,400 66.2 % $ 328,465 65.5 % Tea & Other Beverages (1) 84,397 18.0 % 69,482 17.5 % 98,971 19.7 % Culinary 56,160 12.0 % 44,986 11.3 % 50,135 10.0 % Spices 22,248 4.7 % 18,680 4.7 % 21,473 4.3 % Net sales by product category 465,129 99.1 % 396,548 99.7 % 499,044 99.5 % Delivery Surcharge 4,064 0.9 % 1,302 0.3 % 2,276 0.5 % Net sales $ 469,193 100.0 % $ 397,850 100.0 % $ 501,320 100.0 % ____________ (1) Includes all beverages other than roasted coffee, including frozen liquid coffee, and iced and hot tea, including cappuccino, cocoa, granitas, and concentrated and ready-to drink cold brew and iced coffee. |
Preferred Stock (Tables)
Preferred Stock (Tables) | 12 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
Schedule of Series A Preferred Stock | At June 30, 2022, 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 $ 1,180 $ 17,346 $ 2,646 $ 17,346 |
Introduction and Basis of Pre_2
Introduction and Basis of Presentation (Details) | 12 Months Ended |
Jun. 30, 2022 segment warehouse route | |
Real Estate Properties | |
Number of operating segments | segment | 1 |
Number of delivery routes (in route) | route | 239 |
Branch Warehouses | |
Real Estate Properties | |
Number of warehouses (in warehouse) | warehouse | 103 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | |
Property, Plant and Equipment | ||||
Total lease obligations | $ 28,483 | $ 28,483 | ||
Selling expenses | 107,277 | $ 95,503 | $ 121,762 | |
Undiscounted workers' compensation liability | 3,500 | 3,500 | 3,900 | |
Reinsurance recoveries | 700 | 700 | 600 | |
Letter of credit posted as security deposit | 4,100 | |||
Liability for claims and claims adjustment expense | 2,300 | 2,300 | 1,400 | |
Right-of-use operating lease assets | 27,957 | $ 27,957 | 26,254 | |
Operating Lease, Remaining Contractual Term | 8 years | |||
Operating Lease, Extension Term | 10 years | |||
Group Medical Insurance Liability | 500 | $ 500 | $ 900 | |
Percent Of Workforce Covered By Collective Bargaining Agreement | 16% | |||
Allocated shares | 1,067,687 | |||
Fair value of ESOP shares | $ 13,500 | |||
Goodwill, Impairment Loss | $ 36,200 | |||
Cash | ||||
Property, Plant and Equipment | ||||
Letter of credit posted as security deposit | 800 | |||
Security Deposit - Letter of Credit | ||||
Property, Plant and Equipment | ||||
Letter of credit posted as security deposit | $ 4,300 | |||
Buildings and facilities | Minimum | ||||
Property, Plant and Equipment | ||||
Property, plant and equipment useful life | 10 years | |||
Buildings and facilities | Maximum | ||||
Property, Plant and Equipment | ||||
Property, plant and equipment useful life | 30 years | |||
Machinery and equipment | Minimum | ||||
Property, Plant and Equipment | ||||
Property, plant and equipment useful life | 3 years | |||
Machinery and equipment | Maximum | ||||
Property, Plant and Equipment | ||||
Property, plant and equipment useful life | 15 years | |||
Office furniture and equipment | Minimum | ||||
Property, Plant and Equipment | ||||
Property, plant and equipment useful life | 5 years | |||
Office furniture and equipment | Maximum | ||||
Property, Plant and Equipment | ||||
Property, plant and equipment useful life | 7 years | |||
Capitalized software | Minimum | ||||
Property, Plant and Equipment | ||||
Property, plant and equipment useful life | 3 years | |||
Capitalized software | Maximum | ||||
Property, Plant and Equipment | ||||
Property, plant and equipment useful life | 5 years | |||
Five Customers [Member] | Accounts Receivable Benchmark | Customer Concentration Risk | ||||
Property, Plant and Equipment | ||||
Concentration risk (percent) | 35% | 31% |
Sales of Assets Sale of Branch
Sales of Assets Sale of Branch Properties (Details) - USD ($) $ in Thousands | Jun. 07, 2021 | Dec. 04, 2020 | Nov. 18, 2020 |
Austin, Texas | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Disposal Group, Including Discontinued Operation, Consideration | $ 4,299 | ||
Proceeds from sale of property held-for-sale, gross | 4,072 | ||
Gain (loss) on sale of properties | $ 3,571 | ||
Bishop, California | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Disposal Group, Including Discontinued Operation, Consideration | $ 2,650 | ||
Proceeds from sale of property held-for-sale, gross | 2,507 | ||
Gain (loss) on sale of properties | $ 1,509 | ||
Rialto, California | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Disposal Group, Including Discontinued Operation, Consideration | $ 898 | ||
Proceeds from sale of property held-for-sale, gross | 820 | ||
Gain (loss) on sale of properties | $ 729 |
Sales of Assets - Held for Sale
Sales of Assets - Held for Sale (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Jun. 30, 2021 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Assets Held-for-sale, Not Part of Disposal Group | $ 1,032 | $ 1,591 |
Buildings and facilities | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Assets Held-for-sale, Not Part of Disposal Group | 67 | 1,035 |
Land | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Assets Held-for-sale, Not Part of Disposal Group | $ 965 | $ 556 |
Derivative Instruments - Schedu
Derivative Instruments - Schedule of Notional Volumes of Derivative Instruments (Details) - lb lb in Thousands | Jun. 30, 2022 | Jun. 30, 2021 |
Derivative [Line Items] | ||
Derivative, Nonmonetary Notional Amount | 4,716 | 21,511 |
Cash Flow Hedging | Designated as Hedging Instrument | Long | ||
Derivative [Line Items] | ||
Derivative, Nonmonetary Notional Amount | 4,200 | 14,625 |
Cash Flow Hedging | Not Designated as Hedging Instrument | Long | ||
Derivative [Line Items] | ||
Derivative, Nonmonetary Notional Amount | 516 | 6,886 |
Derivative Instruments - Fair V
Derivative Instruments - Fair Value of Derivative Instruments on the Consolidated Balance Sheets (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Jun. 30, 2021 |
Designated as Cash Flow Hedges | Short-term Investments | Cash Flow Hedging | ||
Derivatives, Fair Value [Line Items] | ||
Derivative asset, fair value | $ 2,144 | $ 3,823 |
Designated as Cash Flow Hedges | Long-term Derivative Assets | Cash Flow Hedging | ||
Derivatives, Fair Value [Line Items] | ||
Derivative asset, fair value | 37 | 292 |
Designated as Cash Flow Hedges | Short-Term Derivative Liabilities | Cash Flow Hedging | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liability, fair value | 3 | 20 |
Not Designated as Hedging Instrument | Short-term Investments | ||
Derivatives, Fair Value [Line Items] | ||
Derivative asset, fair value | 555 | 528 |
Not Designated as Hedging Instrument | Long-term Derivative Assets | ||
Derivatives, Fair Value [Line Items] | ||
Derivative asset, fair value | 140 | 0 |
Not Designated as Hedging Instrument | Short-Term Derivative Liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liability, fair value | 2,346 | 3 |
Interest Rate Swap | Designated as Cash Flow Hedges | Short-term Investments | Cash Flow Hedging | ||
Derivatives, Fair Value [Line Items] | ||
Derivative asset, fair value | 0 | 0 |
Interest Rate Swap | Designated as Cash Flow Hedges | Long-term Derivative Assets | Cash Flow Hedging | ||
Derivatives, Fair Value [Line Items] | ||
Derivative asset, fair value | 0 | 0 |
Interest Rate Swap | Designated as Cash Flow Hedges | Short-Term Derivative Liabilities | Cash Flow Hedging | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liability, fair value | 0 | 0 |
Interest Rate Swap | Designated as Cash Flow Hedges | Other Long Term Liabilities | Cash Flow Hedging | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liability, fair value | 0 | 0 |
Interest Rate Swap | Not Designated as Hedging Instrument | Short-term Investments | ||
Derivatives, Fair Value [Line Items] | ||
Derivative asset, fair value | 323 | 0 |
Interest Rate Swap | Not Designated as Hedging Instrument | Long-term Derivative Assets | ||
Derivatives, Fair Value [Line Items] | ||
Derivative asset, fair value | 166 | 0 |
Interest Rate Swap | Not Designated as Hedging Instrument | Short-Term Derivative Liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liability, fair value | 0 | 1,532 |
Interest Rate Swap | Not Designated as Hedging Instrument | Other Long Term Liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liability, fair value | $ 0 | $ 1,653 |
Derivative Instruments - Pretax
Derivative Instruments - Pretax Effect of Derivative Instruments on Earnings and OCI (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | |
Commodity | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), Reclassification, before Tax | $ 12,172 | $ 11,753 | $ (4,655) |
Interest Rate Swap | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), Reclassification, before Tax | 0 | (304) | (2,863) |
Interest Expense | Interest Rate Swap | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), Reclassification, before Tax | (7) | (347) | (383) |
Interest Expense | Interest Rate Swap, Partial Unwind | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), Reclassification, before Tax | (1,201) | (1,284) | (407) |
Cost of Sales [Member] | Commodity | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), Reclassification, before Tax | $ 15,865 | $ 1,940 | $ (8,073) |
Derivative Instruments - Narrat
Derivative Instruments - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | Apr. 26, 2021 | Mar. 27, 2019 | |
Derivative [Line Items] | |||||
Derivative, Fixed Interest Rate, Increase | 0.275% | ||||
Derivative, Term of Contract | 18 months | ||||
Derivative Instruments, Percentage Designated As Cash Flow Hedges | 89% | 68% | |||
Coffee-related Derivative Instruments | |||||
Derivative [Line Items] | |||||
Cash flow hedge gain (loss) to be reclassified within twelve months | $ 3,000 | ||||
Interest Rate Swap | |||||
Derivative [Line Items] | |||||
Derivative, Notional Amount | $ 65,000 | $ 80,000 | |||
Derivative, Floor Interest Rate | 0% | ||||
Derivative, Fixed Interest Rate | 2.1975% | 2.4725% | |||
Cash flow hedge gain (loss) to be reclassified within twelve months | $ 1,100 | ||||
Derivative Instrument, To Be Amortized | 1,400 | ||||
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), Reclassification, before Tax | 0 | $ 304 | $ 2,863 | ||
Interest Rate Swap | Interest Expense | |||||
Derivative [Line Items] | |||||
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), Reclassification, before Tax | $ 7 | $ 347 | $ 383 |
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, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | |
Derivative Instruments, Gain (Loss) [Line Items] | |||
Other, net | $ 8,182 | $ 19,720 | $ 10,443 |
Coffee | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Net realized and unrealized losses from coffee-related derivatives not designated as accounting hedges | 4,498 | 2,941 | (1,362) |
Non-operating pension and other postretirement benefit plans cost | 3,598 | 16,398 | 11,651 |
Other gains, net | 86 | 381 | 154 |
Other, net | $ 8,182 | $ 19,720 | $ 10,443 |
Derivative Instruments - Sche_2
Derivative Instruments - Schedule of Offsetting Derivative Asset and Liability Positions (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Jun. 30, 2021 |
Derivatives, Fair Value [Line Items] | ||
Derivative asset, net | $ 3,022 | $ 4,351 |
Derivative liability, net | 2,349 | 1,555 |
Counterparty A | ||
Derivatives, Fair Value [Line Items] | ||
Derivative asset, fair value | 3,365 | 4,643 |
Derivative asset, netting adjustment | (2,349) | (23) |
Derivative asset, cash collateral posted | 0 | 0 |
Derivative asset, net | 1,016 | 4,620 |
Derivative liability, fair value | 2,349 | 3,185 |
Derivative liability, netting adjustment | (2,349) | 0 |
Derivative liability, cash collateral posted | 0 | 0 |
Derivative liability, net | $ 0 | $ 3,185 |
Leases - Balance Sheet (Details
Leases - Balance Sheet (Details) - USD ($) | Jun. 30, 2022 | Jun. 30, 2021 |
Leases [Abstract] | ||
Right-of-use operating lease assets | $ 27,957,000 | $ 26,254,000 |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Property, plant and equipment, net | Property, plant and equipment, net |
Finance lease assets | $ 574,000 | $ 739,000 |
Leases, Right Of Use Assets | 28,531,000 | 26,993,000 |
Operating lease liabilities - current | 7,721,000 | 6,262,000 |
Finance lease liabilities | 193,000 | 192,000 |
Right-of-use operating lease liabilities | $ 20,762,000 | $ 20,049,000 |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Other long-term liabilities | Other long-term liabilities |
Finance Lease, Liability, Noncurrent | $ 409,000 | $ 563,000 |
Leases, Liabilities | $ 29,085,000 | $ 27,066,000 |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Other current liabilities | Other current liabilities |
Leases - Lease Expense (Details
Leases - Lease Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | |
Leases [Abstract] | |||
Operating Lease, Cost | $ 7,526 | $ 7,195 | $ 5,354 |
Finance Lease, Right-of-Use Asset, Amortization | 164 | 82 | 52 |
Finance Lease, Interest Expense | 44 | 26 | 2 |
Lease, Cost | $ 7,734 | $ 7,303 | $ 5,408 |
Leases - Lease Obligations (Det
Leases - Lease Obligations (Details) $ in Thousands | Jun. 30, 2022 USD ($) |
Operating Leases | |
2023 | $ 7,721 |
2024 | 7,444 |
2025 | 6,175 |
2026 | 4,957 |
2027 | 3,495 |
Thereafter | 2,999 |
Total lease payments | 32,791 |
Less: interest | (4,308) |
Total lease obligations | 28,483 |
Finance Leases | |
2023 | 193 |
2024 | 193 |
2025 | 193 |
2026 | 96 |
2027 | 0 |
Thereafter | 0 |
Finance Lease, Liability, Payment, Due | 675 |
Finance Lease, Liability, Undiscounted Excess Amount | (73) |
Finance Lease, Liability | $ 602 |
Leases - Weighted Average Infor
Leases - Weighted Average Information (Details) | Jun. 30, 2022 | Jun. 30, 2021 |
Leases [Abstract] | ||
Operating Lease, Weighted Average Remaining Lease Term | 6 years 3 months 18 days | 7 years 3 months 18 days |
Finance Lease, Weighted Average Remaining Lease Term | 3 years 6 months | 4 years 6 months |
Operating Lease, Weighted Average Discount Rate, Percent | 5.69% | 5.23% |
Finance Lease, Weighted Average Discount Rate, Percent | 6.50% | 6.50% |
Leases - Cash Flow Information
Leases - Cash Flow Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Leases [Abstract] | ||
Operating Lease, Payments | $ 7,049 | $ 7,529 |
Finance Lease, Interest Payment on Liability | 44 | 70 |
Payments of finance lease obligations | $ 193 | $ 26 |
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, 2022 | Jun. 30, 2021 |
Coffee-related Derivative Instruments | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Coffee-related derivative assets | $ 2,181 | $ 4,115 |
Coffee-related derivative liabilities | 3 | 20 |
Price Risk Derivative Instruments Not Designated as Hedging Instruments Asset, at Fair Value | 695 | 528 |
Coffee-related derivative liabilities | 2,346 | 3 |
Coffee-related Derivative Instruments | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Coffee-related derivative assets | 0 | 0 |
Coffee-related derivative liabilities | 0 | 0 |
Price Risk Derivative Instruments Not Designated as Hedging Instruments Asset, at Fair Value | 0 | 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 | 2,181 | 4,115 |
Coffee-related derivative liabilities | 3 | 20 |
Price Risk Derivative Instruments Not Designated as Hedging Instruments Asset, at Fair Value | 695 | 528 |
Coffee-related derivative liabilities | 2,346 | 3 |
Coffee-related Derivative Instruments | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Coffee-related derivative assets | 0 | 0 |
Coffee-related derivative liabilities | 0 | 0 |
Price Risk Derivative Instruments Not Designated as Hedging Instruments Asset, at Fair Value | 0 | 0 |
Coffee-related derivative liabilities | 0 | $ 0 |
Interest Rate Swap Derivative Assets | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Coffee-related derivative liabilities | 489 | |
Interest Rate Swap Derivative Assets | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Coffee-related derivative liabilities | 0 | |
Interest Rate Swap Derivative Assets | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Coffee-related derivative liabilities | 489 | |
Interest Rate Swap Derivative Assets | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Coffee-related derivative liabilities | 0 | |
Interest Rate Swap Derivative Liabilities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Coffee-related derivative liabilities | 3,185 | |
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 | 3,185 | |
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, 2022 | Jun. 30, 2021 |
Receivables [Abstract] | ||
Trade receivables | $ 44,219 | $ 37,208 |
Other receivables | 2,911 | 3,438 |
Allowance for credit losses | (195) | (325) |
Accounts receivable, net | $ 46,935 | $ 40,321 |
Accounts Receivable, Net - Allo
Accounts Receivable, Net - Allowance For Doubtful Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | |||
Beginning Balance | $ (325) | $ (1,796) | $ (1,324) |
Provision | (767) | 619 | (1,872) |
Write-offs | 699 | 704 | 1,196 |
Recovery | 198 | 148 | 204 |
Ending Balance | $ (195) | $ (325) | $ (1,796) |
Inventories - Schedule of Inven
Inventories - Schedule of Inventory (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Jun. 30, 2021 |
Product Information | ||
Total | $ 99,618 | $ 76,791 |
Coffee | ||
Product Information | ||
Processed | 32,486 | 20,917 |
Unprocessed | 39,326 | 34,762 |
Total | 71,812 | 55,679 |
Tea and Culinary Products | ||
Product Information | ||
Processed | 24,034 | 15,228 |
Unprocessed | 58 | 60 |
Total | 24,092 | 15,288 |
Coffee Brewing Equipment | ||
Product Information | ||
Total | $ 3,714 | $ 5,824 |
Property, Plant and Equipment_2
Property, Plant and Equipment (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | |
Property, Plant and Equipment | ||||
Depreciation expense and amortization | $ 23,800 | $ 27,600 | $ 29,900 | |
Property, Plant and Equipment, Gross | 351,857 | 356,477 | ||
Accumulated depreciation | (224,760) | (218,341) | ||
Land | 11,053 | 11,955 | ||
Property, plant and equipment, net | 138,150 | 150,091 | ||
Maintenance costs | $ 8,600 | 9,500 | 7,900 | |
Building and Facilities | ||||
Property, Plant and Equipment | ||||
Property, Plant and Equipment, Gross | 92,948 | 94,846 | ||
Machinery and equipment | ||||
Property, Plant and Equipment | ||||
Property, Plant and Equipment, Gross | 219,095 | 223,579 | ||
Coffee Brewing Equipment | ||||
Property, Plant and Equipment | ||||
Property, Plant and Equipment, Gross | 93,549 | 97,105 | ||
Accumulated depreciation | (68,938) | (70,705) | ||
Property, plant and equipment, net | 24,611 | 26,400 | ||
Depreciation | 7,492 | 8,988 | 9,572 | |
Maintenance costs | 25,773 | 23,363 | $ 27,906 | |
Capitalized Software Costs | ||||
Property, Plant and Equipment | ||||
Property, Plant and Equipment, Gross | 25,467 | 24,218 | ||
Office Furniture and Equipment | ||||
Property, Plant and Equipment | ||||
Property, Plant and Equipment, Gross | $ 14,347 | $ 13,834 |
Property, Plant and Equipment -
Property, Plant and Equipment - Capitalized CBE (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Jun. 30, 2021 |
Property, Plant and Equipment | ||
Property, Plant and Equipment, Gross | $ 351,857 | $ 356,477 |
Accumulated depreciation | (224,760) | (218,341) |
Property, plant and equipment, net | 138,150 | 150,091 |
Coffee Brewing Equipment | ||
Property, Plant and Equipment | ||
Property, Plant and Equipment, Gross | 93,549 | 97,105 |
Accumulated depreciation | (68,938) | (70,705) |
Property, plant and equipment, net | $ 24,611 | $ 26,400 |
Property, Plant and Equipment_3
Property, Plant and Equipment - Depreciation (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | |
Property, Plant and Equipment | ||||
Maintenance costs | $ 8,600 | $ 9,500 | $ 7,900 | |
Coffee Brewing Equipment | ||||
Property, Plant and Equipment | ||||
Depreciation | 7,492 | 8,988 | $ 9,572 | |
Maintenance costs | $ 25,773 | $ 23,363 | $ 27,906 |
Intangible Assets - Goodwill (D
Intangible Assets - Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2020 | Jun. 30, 2021 | |
The following is a summary of the changes in the carrying value of goodwill | |||
Accumulated amortization | $ (23,322) | $ (20,933) | |
Finite-Lived Intangible Assets, Net | 15,863 | 18,252 | |
Intangible assets, gross | 39,185 | 39,185 | |
Amortization of Intangible Assets | 2,400 | ||
Trade Names | |||
The following is a summary of the changes in the carrying value of goodwill | |||
Finite-Lived Intangible Assets, Net | 4,522 | 4,522 | |
Total unamortized intangible assets | |||
The following is a summary of the changes in the carrying value of goodwill | |||
Finite-Lived Intangible Assets, Net | 4,522 | 4,522 | |
Indefinite-lived intangible assets | $ 4,522 | 4,522 | |
Amortization of Intangible Assets | $ 5,800 | ||
Customer Relationships | |||
The following is a summary of the changes in the carrying value of goodwill | |||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 4 years 8 months 12 days | ||
Finite-lived intangible assets, gross carrying amount | $ 33,003 | 33,003 | |
Accumulated amortization | (21,893) | (19,692) | |
Finite-Lived Intangible Assets, Net | $ 11,110 | 13,311 | |
Noncompete Agreements | |||
The following is a summary of the changes in the carrying value of goodwill | |||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 1 year 3 months 18 days | ||
Finite-lived intangible assets, gross carrying amount | $ 930 | 930 | |
Accumulated amortization | (752) | (619) | |
Finite-Lived Intangible Assets, Net | $ 178 | 311 | |
Trade Secrets | |||
The following is a summary of the changes in the carrying value of goodwill | |||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 1 year 4 months 24 days | ||
Finite-lived intangible assets, gross carrying amount | $ 510 | 510 | |
Accumulated amortization | (457) | (420) | |
Finite-Lived Intangible Assets, Net | $ 53 | 90 | |
Trademarks and Trade Names | |||
The following is a summary of the changes in the carrying value of goodwill | |||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 0 years | ||
Finite-lived intangible assets, gross carrying amount | $ 220 | 220 | |
Accumulated amortization | (220) | (202) | |
Finite-Lived Intangible Assets, Net | 0 | 18 | |
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 | 34,663 | |
Accumulated amortization | (23,322) | (20,933) | |
Finite-Lived Intangible Assets, Net | $ 11,341 | $ 13,730 |
Intangible Assets - Amortizatio
Intangible Assets - Amortization of Intangible assets (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Jun. 30, 2021 |
Finite-Lived Intangible Assets [Line Items] | ||
Total | $ 15,863 | $ 18,252 |
Amortized Intangible Assets | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Asset, Expected Amortization, Year One | 2,370 | |
Finite-Lived Intangible Asset, Expected Amortization, Year Two | 2,261 | |
Finite-Lived Intangible Asset, Expected Amortization, Year Three | 2,200 | |
Finite-Lived Intangible Asset, Expected Amortization, Year Four | 2,200 | |
Finite-Lived Intangible Asset, Expected Amortization, Year Five | 1,910 | |
Thereafter | 400 | |
Total | $ 11,341 | $ 13,730 |
Employee Benefit Plans - Narrat
Employee Benefit Plans - Narrative (Details) | 3 Months Ended | 12 Months Ended | |||||
Jan. 01, 2022 shares | Mar. 30, 2020 | Jan. 01, 2019 | Jun. 30, 2020 USD ($) | Jun. 30, 2022 USD ($) plan definedBenefitPlan hour shares | Jun. 30, 2021 USD ($) shares | Jun. 30, 2020 USD ($) shares | |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||||||
Defined Benefit Plan, Plan with Accumulated Benefit Obligation in Excess of Plan Assets, Accumulated Benefit Obligation | $ 25,000 | ||||||
Multiemployer Plans, Estimated Employer Contributions in Next Fiscal Year | $ 3,000,000 | ||||||
Plan assets by category | 100% | 100% | |||||
Defined contribution plan, hours threshold for eligibility | hour | 1,000 | ||||||
Defined contribution plan, employer matching contribution percent | 6% | ||||||
Defined contribution plan, shares contributed | shares | 371,566,000 | 373,697 | 290,567 | ||||
Defined contribution plan, employer matching contribution | $ 1,800,000 | $ 2,000,000 | $ 100,000 | ||||
Defined benefit plan, discount rate | 2.60% | ||||||
Postretirement benefits curtailment and pension settlement charge | 0 | $ (6,359,000) | $ (5,760,000) | ||||
Multiemployer Plan, Employer Contribution, Cost | $ 2,900,000 | 3,600,000 | $ 2,400,000 | ||||
Postretirement, Non-cash Death Settlement Gain | 6,400,000 | ||||||
Defined Contribution Plan, Employer Matching Contribution, Percentage of Employee Contribution, Non-Union | 50% | ||||||
Employer Contribution Plan, Increase In Shares Available | shares | 2,000,000 | ||||||
Other Assets, Life Insurance Policies | $ 500,000 | ||||||
Defined Benefit Plan, Plan Assets, Fair Value by Hierarchy and NAV [Extensible Enumeration] | Benefit Plans [Member] | Benefit Plans [Member] | Benefit Plans [Member] | Benefit Plans [Member] | |||
Number Of Defined Benefit Plans | definedBenefitPlan | 2 | ||||||
Other Postretirement Benefits Plan | |||||||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||||||
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) | $ (14,600,000) | ||||||
Defined Benefit Plan, Benefit Obligation, Payment for Settlement | $ 0 | $ 167,000 | |||||
Multiemployer plans, number of plans | plan | 9 | ||||||
Expected employer contributions in the next fiscal year | $ 56,000 | ||||||
Prior service cost/(credit) | (13,400,000) | ||||||
Pension settlement | (5,800,000) | ||||||
Multiemployer Plan, Employer Contribution, Cost | $ 3,000,000 | $ 2,800,000 | $ 4,200,000 | ||||
Real Asset | |||||||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||||||
Plan assets by category | 8% | 5.60% | |||||
Farmer Brothers 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 | $ 1,700,000 | ||||||
Plan assets by category | 100% | 100% | |||||
Expected employer contributions in the next fiscal year | $ 2,100,000 | ||||||
Defined benefit plan, discount rate | 4.50% | 2.60% | |||||
Farmer Brothers Plan | Real Asset | |||||||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||||||
Plan assets by category | 8.40% | 5.60% | |||||
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 | $ 44,300 | ||||||
Plan assets by category | 100% | 100% | |||||
Defined benefit plan, discount rate | 4.50% | 2.60% | |||||
Hourly Employees’ Plan | Real Asset | |||||||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||||||
Plan assets by category | 0% | 5.60% | |||||
Restated and Amended 401K Plan | |||||||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||||||
Defined contribution plan, employer matching contribution percent | 100% | ||||||
Defined contribution plan, employer matching contribution, percent of eligible income | 4% |
Employee Benefit Plans - Change
Employee Benefit Plans - Change in Projected Benefit Obligation, Plan Assets and Net Funded Status (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | |
Change in projected benefit obligation | |||
Benefit obligation at the beginning of the year | $ 134,161 | $ 138,412 | |
Interest cost | 3,391 | 3,437 | $ 4,236 |
Actuarial gain | (24,713) | (1,443) | |
Benefits paid | (6,380) | (6,245) | |
Projected benefit obligation at the end of the year | 106,459 | 134,161 | 138,412 |
Change in plan assets | |||
Fair value of plan assets at the beginning of the year | 95,111 | 79,819 | |
Actual return on plan assets | (11,945) | 18,474 | |
Employer contributions | 1,312 | 3,063 | |
Benefits paid | (6,380) | (6,245) | |
Fair value of plan assets at the end of the year | 78,098 | 95,111 | $ 79,819 |
Funded status at end of year (underfunded) | (28,361) | (39,050) | |
Amounts recognized in consolidated balance sheets | |||
Noncurrent liabilities | (28,361) | (39,050) | |
Total | (28,361) | (39,050) | |
Amounts recognized in balance sheet | |||
Net loss | 36,991 | 46,169 | |
Total accumulated OCI (not adjusted for applicable tax) | $ 36,991 | $ 46,169 | |
Weighted average assumptions used to determine benefit obligations | |||
Discount rate | 2.60% | ||
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) Excluding Service Cost, Statement of Income or Comprehensive Income [Extensible Enumeration] | Interest Expense | Interest Expense | Interest Expense |
Farmer Brothers Plan | |||
Change in projected benefit obligation | |||
Benefit obligation at the beginning of the year | $ 129,091 | $ 133,326 | |
Interest cost | 3,262 | 3,309 | $ 4,084 |
Actuarial gain | (23,646) | (1,437) | |
Benefits paid | (6,199) | (6,107) | |
Projected benefit obligation at the end of the year | 102,508 | 129,091 | 133,326 |
Change in plan assets | |||
Fair value of plan assets at the beginning of the year | 90,508 | 75,904 | |
Actual return on plan assets | (11,371) | 17,648 | |
Employer contributions | 1,312 | 3,063 | |
Benefits paid | (6,199) | (6,107) | |
Fair value of plan assets at the end of the year | 74,250 | 90,508 | 75,904 |
Funded status at end of year (underfunded) | (28,258) | (38,583) | |
Amounts recognized in consolidated balance sheets | |||
Noncurrent liabilities | (28,258) | (38,583) | |
Total | (28,258) | (38,583) | |
Amounts recognized in balance sheet | |||
Net loss | 36,818 | 45,716 | |
Total accumulated OCI (not adjusted for applicable tax) | $ 36,818 | $ 45,716 | |
Weighted average assumptions used to determine benefit obligations | |||
Discount rate | 4.50% | 2.60% | |
Hourly Employees’ Plan | |||
Change in projected benefit obligation | |||
Benefit obligation at the beginning of the year | $ 5,070 | $ 5,086 | |
Interest cost | 129 | 128 | 152 |
Actuarial gain | (1,067) | (6) | |
Benefits paid | (181) | (138) | |
Projected benefit obligation at the end of the year | 3,951 | 5,070 | 5,086 |
Change in plan assets | |||
Fair value of plan assets at the beginning of the year | 4,603 | 3,915 | |
Actual return on plan assets | (574) | 826 | |
Employer contributions | 0 | 0 | |
Benefits paid | (181) | (138) | |
Fair value of plan assets at the end of the year | 3,848 | 4,603 | $ 3,915 |
Funded status at end of year (underfunded) | (103) | (467) | |
Amounts recognized in consolidated balance sheets | |||
Noncurrent liabilities | (103) | (467) | |
Total | (103) | (467) | |
Amounts recognized in balance sheet | |||
Net loss | 173 | 453 | |
Total accumulated OCI (not adjusted for applicable tax) | $ 173 | $ 453 | |
Weighted average assumptions used to determine benefit obligations | |||
Discount rate | 4.50% | 2.60% |
Employee Benefit Plans - Compon
Employee Benefit Plans - Components of Net Periodic Benefit Cost and Amounts Recognized in Other Comprehensive Income (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | |
Components of net periodic benefit cost | |||
Interest cost | $ 3,391 | $ 3,437 | $ 4,236 |
Expected return on plan assets | (4,948) | (4,151) | (4,406) |
Amortization of net loss | 1,356 | 2,010 | 1,479 |
Pension settlement charge | (201) | 1,296 | 1,309 |
Net periodic benefit cost | |||
Net (gain) loss (1) | (7,821) | (15,767) | 14,779 |
Amortization of net loss | (1,356) | (2,010) | (1,479) |
Total recognized in other comprehensive income | (9,177) | (17,777) | 13,300 |
Total recognized in net periodic benefit cost and OCI | $ (9,378) | $ (16,481) | $ 14,609 |
Weighted average assumptions used to determine benefit obligations | |||
Discount rate | 2.60% | 2.55% | 3.45% |
Expected long-term return on plan assets | 6.38% | 6.25% | 6.75% |
Defined Benefit Plan, Net Periodic Benefit (Cost) Credit, Settlement Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Postretirement benefits curtailment and pension settlement charge | ||
Farmer Brothers Plan | |||
Components of net periodic benefit cost | |||
Interest cost | $ 3,262 | $ 3,309 | $ 4,084 |
Expected return on plan assets | (4,734) | (3,959) | (4,174) |
Amortization of net loss | 1,356 | 1,987 | 1,475 |
Pension settlement charge | (116) | 1,337 | 1,385 |
Net periodic benefit cost | |||
Net (gain) loss (1) | (7,542) | (15,127) | 14,225 |
Amortization of net loss | (1,356) | (1,987) | (1,475) |
Total recognized in other comprehensive income | (8,898) | (17,114) | 12,750 |
Total recognized in net periodic benefit cost and OCI | $ (9,014) | $ (15,777) | $ 14,135 |
Weighted average assumptions used to determine benefit obligations | |||
Discount rate | 2.60% | 2.55% | 3.45% |
Expected long-term return on plan assets | 6.25% | 6.25% | 6.75% |
Hourly Employees’ Plan | |||
Components of net periodic benefit cost | |||
Interest cost | $ 129 | $ 128 | $ 152 |
Expected return on plan assets | (214) | (192) | (232) |
Amortization of net loss | 0 | 23 | 4 |
Pension settlement charge | (85) | (41) | (76) |
Net periodic benefit cost | |||
Net (gain) loss (1) | (279) | (640) | 554 |
Amortization of net loss | 0 | (23) | (4) |
Total recognized in other comprehensive income | (279) | (663) | 550 |
Total recognized in net periodic benefit cost and OCI | $ (364) | $ (704) | $ 474 |
Weighted average assumptions used to determine benefit obligations | |||
Discount rate | 2.60% | 2.55% | 3.45% |
Expected long-term return on plan assets | 6.50% | 6.25% | 6.75% |
Employee Benefit Plans - Descri
Employee Benefit Plans - Description of Investment Policy (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 |
Defined Benefit Plan Disclosure | |||
Projected postretirement benefit obligation at end of year | $ 106,459 | $ 134,161 | $ 138,412 |
Accumulated benefit obligation | 106,459 | 134,161 | |
Fair value of plan assets at measurement date | $ 78,098 | $ 95,111 | 79,819 |
Plan assets by category | 100% | 100% | |
Equity Securities | |||
Defined Benefit Plan Disclosure | |||
Fair value of plan assets at measurement date | $ 46,876 | $ 61,047 | |
Plan assets by category | 60% | 64.20% | |
Debt securities | |||
Defined Benefit Plan Disclosure | |||
Fair value of plan assets at measurement date | $ 24,984 | $ 28,705 | |
Plan assets by category | 32% | 30.20% | |
Real Asset | |||
Defined Benefit Plan Disclosure | |||
Fair value of plan assets at measurement date | $ 6,238 | $ 5,359 | |
Plan assets by category | 8% | 5.60% | |
Farmer Brothers Plan | |||
Defined Benefit Plan Disclosure | |||
Projected postretirement benefit obligation at end of year | $ 102,508 | $ 129,091 | 133,326 |
Accumulated benefit obligation | 102,508 | 129,091 | |
Fair value of plan assets at measurement date | $ 74,250 | $ 90,508 | 75,904 |
Plan assets by category | 100% | 100% | |
Farmer Brothers Plan | Equity Securities | |||
Defined Benefit Plan Disclosure | |||
Fair value of plan assets at measurement date | $ 46,121 | $ 58,089 | |
Plan assets by category | 62.10% | 64.20% | |
Farmer Brothers Plan | Debt securities | |||
Defined Benefit Plan Disclosure | |||
Fair value of plan assets at measurement date | $ 21,891 | $ 27,311 | |
Plan assets by category | 29.50% | 30.20% | |
Farmer Brothers Plan | Real Asset | |||
Defined Benefit Plan Disclosure | |||
Fair value of plan assets at measurement date | $ 6,238 | $ 5,108 | |
Plan assets by category | 8.40% | 5.60% | |
Hourly Employees’ Plan | |||
Defined Benefit Plan Disclosure | |||
Projected postretirement benefit obligation at end of year | $ 3,951 | $ 5,070 | 5,086 |
Accumulated benefit obligation | 3,951 | 5,070 | |
Fair value of plan assets at measurement date | $ 3,848 | $ 4,603 | $ 3,915 |
Plan assets by category | 100% | 100% | |
Hourly Employees’ Plan | Equity Securities | |||
Defined Benefit Plan Disclosure | |||
Fair value of plan assets at measurement date | $ 755 | $ 2,958 | |
Plan assets by category | 19.60% | 64.20% | |
Hourly Employees’ Plan | Debt securities | |||
Defined Benefit Plan Disclosure | |||
Fair value of plan assets at measurement date | $ 3,093 | $ 1,394 | |
Plan assets by category | 80.40% | 30.30% | |
Hourly Employees’ Plan | Real Asset | |||
Defined Benefit Plan Disclosure | |||
Fair value of plan assets at measurement date | $ 0 | $ 251 | |
Plan assets by category | 0% | 5.60% |
Employee Benefit Plans - Fair V
Employee Benefit Plans - Fair Value of Plan Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 |
Defined Benefit Plan Disclosure | |||
Fair value of plan assets at measurement date | $ 78,098 | $ 95,111 | $ 79,819 |
Farmer Brothers Plan | |||
Defined Benefit Plan Disclosure | |||
Fair value of plan assets at measurement date | 74,250 | 90,508 | 75,904 |
Hourly Employees’ Plan | |||
Defined Benefit Plan Disclosure | |||
Fair value of plan assets at measurement date | 3,848 | 4,603 | $ 3,915 |
Level 1 | Farmer Brothers 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 | 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 | 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 | Farmer Brothers Plan | |||
Defined Benefit Plan Disclosure | |||
Fair value of plan assets at measurement date | 74,250 | 90,508 | |
Fair Value Measured at Net Asset Value Per Share | Hourly Employees’ Plan | |||
Defined Benefit Plan Disclosure | |||
Fair value of plan assets at measurement date | $ 3,848 | $ 4,603 |
Employee Benefit Plans - Target
Employee Benefit Plans - Target Plan Asset Allocation (Details) | Jun. 30, 2022 |
Defined Benefit Plan Disclosure | |
Target Plan Asset Allocations | 100% |
U.S. large cap equity securities | |
Defined Benefit Plan Disclosure | |
Target Plan Asset Allocations | 38.90% |
U.S. small cap equity securities | |
Defined Benefit Plan Disclosure | |
Target Plan Asset Allocations | 3.30% |
International equity securities | |
Defined Benefit Plan Disclosure | |
Target Plan Asset Allocations | 17.80% |
Debt securities | |
Defined Benefit Plan Disclosure | |
Target Plan Asset Allocations | 32% |
Real Asset | |
Defined Benefit Plan Disclosure | |
Target Plan Asset Allocations | 8% |
Employee Benefit Plans - Estima
Employee Benefit Plans - Estimated Future Benefit Payments (Details) $ in Thousands | Jun. 30, 2022 USD ($) |
Farmer Brothers Plan | |
Defined Benefit Plan Disclosure | |
2022 | $ 7,210 |
2023 | 7,060 |
2024 | 7,190 |
2025 | 7,200 |
2026 | 7,250 |
June 30, 2028 to June 30, 2032 | 35,130 |
Hourly Employees’ Plan | |
Defined Benefit Plan Disclosure | |
2022 | 220 |
2023 | 210 |
2024 | 220 |
2025 | 220 |
2026 | 230 |
June 30, 2028 to June 30, 2032 | 1,220 |
Other Postretirement Benefits Plan | |
Defined Benefit Plan Disclosure | |
2023 | 58 |
2024 | 61 |
2025 | 63 |
2026 | 64 |
June 30, 2028 to June 30, 2032 | $ 320 |
Employee Benefit Plans - Multi-
Employee Benefit Plans - Multi-Employer Plan (Details) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) lb | Jun. 30, 2020 USD ($) | |
Multiemployer Plans [Line Items] | |||
Employer contributions | $ 1,312 | $ 3,063 | |
Western Conference of Teamsters Pension Plan | |||
Multiemployer Plans [Line Items] | |||
Employer contributions | 961 | $ 1,049 | $ 1,685 |
Multiemployer Plan, Pension, Significant, Employer Contribution under Collective-Bargaining Arrangement to All Participating Employer Contributions, Percentage | 5% | ||
All Other Plans | |||
Multiemployer Plans [Line Items] | |||
Employer contributions | $ 29 | $ 33 | $ 34 |
Program for Enhanced Early Retirement | |||
Multiemployer Plans [Line Items] | |||
Multiemployer Plan, Pension, Significant, Employer Contribution under Collective-Bargaining Arrangement to All Participating Employer Contributions, Percentage | 6.50% | ||
Employer contributions (hours) | lb | 173 |
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, 2020 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | |
Defined Benefit Plan Disclosure | ||||
Interest cost | $ 3,391 | $ 3,437 | $ 4,236 | |
Amortization of prior service credit | (1,356) | (2,010) | (1,479) | |
Pension settlement charge | $ (201) | $ 1,296 | $ 1,309 | |
Defined Benefit Plan, Net Periodic Benefit (Cost) Credit, Expected Return (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Interest Expense | Interest Expense | Interest Expense | |
Other Postretirement Benefits Plan | ||||
Defined Benefit Plan Disclosure | ||||
Service cost | $ 446 | $ 0 | $ 19 | |
Interest cost | 725 | 27 | 293 | |
Amortization of net gain | (3,067) | 11 | (5,296) | |
Curtailment credit - Retiree Medical | 5,750 | 0 | 0 | |
Amortization of prior service credit | (5,666) | 0 | (8,961) | |
Settlement credit - Retiree Medical | 0 | 0 | (6,669) | |
Pension settlement charge | $ (13,312) | $ 38 | $ (20,614) |
Employee Benefit Plans - Amorti
Employee Benefit Plans - Amortization Schedule (Details) - Death Benefit Plan - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Amortization of Net (Gain) Loss Calculation | ||
Net (gain) loss | $ 74 | $ 280 |
Net (gain) loss subject to amortization | 74 | 280 |
Corridor (10% of greater of APBO or assets) | 84 | 101 |
Net (gain)/loss in excess of corridor | $ 0 | $ 179 |
Amortization years | 16 years | 16 years 7 months 6 days |
Employee Benefit Plans - Other
Employee Benefit Plans - Other Changes in Plan Assets and Benefit Obligations Recognized in OCI (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | |
Change In Benefit Obligation [Roll Forward] | ||||
Projected postretirement benefit obligation at end of year | $ 138,412,000 | $ 106,459,000 | $ 134,161,000 | $ 138,412,000 |
Interest cost | 3,391,000 | 3,437,000 | 4,236,000 | |
Unrecognized actuarial loss | 24,713,000 | 1,443,000 | ||
Defined Benefit Plan, Benefit Obligation, Benefits Paid | 6,380,000 | 6,245,000 | ||
Change in plan assets | ||||
Fair value of plan assets at the beginning of the year | 95,111,000 | 79,819,000 | ||
Employer contributions | 1,312,000 | 3,063,000 | ||
Benefits paid | (6,380,000) | (6,245,000) | ||
Fair value of plan assets at the end of the year | 79,819,000 | 78,098,000 | 95,111,000 | 79,819,000 |
Projected postretirement benefit obligation at end of year | 138,412,000 | 106,459,000 | 134,161,000 | 138,412,000 |
Funded status at end of year (underfunded) | (28,361,000) | (39,050,000) | ||
Amounts recognized in consolidated balance sheets | ||||
Current liabilities | 0 | (50,000) | ||
Noncurrent liabilities | (28,361,000) | (39,050,000) | ||
Other Postretirement Benefits Plan | ||||
Change In Benefit Obligation [Roll Forward] | ||||
Projected postretirement benefit obligation at end of year | 10,739,000 | 844,000 | 1,012,000 | 10,739,000 |
Service cost | 446,000 | 0 | 19,000 | |
Interest cost | 725,000 | 27,000 | 293,000 | |
Defined Benefit Plan, Benefit Obligation, Contributions by Plan Participant | 0 | 233,000 | ||
Unrecognized actuarial loss | 195,000 | (151,000) | ||
Defined Benefit Plan, Termination Of Benefits | 0 | (9,290,000) | ||
Defined Benefit Plan, Benefit Obligation, Benefits Paid | 0 | 1,133,000 | ||
Change in plan assets | ||||
Fair value of plan assets at the beginning of the year | 0 | 0 | ||
Employer contributions | 0 | 1,068,000 | ||
Participant contributions | 0 | 232,000 | ||
Settlements | 0 | (167,000) | ||
Benefits paid | 0 | (1,133,000) | ||
Fair value of plan assets at the end of the year | 0 | 0 | 0 | 0 |
Projected postretirement benefit obligation at end of year | $ 10,739,000 | 844,000 | 1,012,000 | $ 10,739,000 |
Funded status at end of year (underfunded) | (844,000) | (1,012,000) | ||
Amounts recognized in consolidated balance sheets | ||||
Current liabilities | (57,000) | (52,000) | ||
Noncurrent liabilities | (787,000) | (960,000) | ||
Liability, Defined Benefit Plan | $ (844,000) | $ (1,012,000) |
Employee Benefit Plans - Esti_2
Employee Benefit Plans - Estimated Future Benefit Payments Other Postretirement Benefit Plans (Details) - Other Postretirement Benefits Plan $ in Thousands | Jun. 30, 2022 USD ($) |
Defined Benefit Plan Disclosure | |
Expected employer contributions in the next fiscal year | $ 56 |
2023 | 58 |
2024 | 61 |
2025 | 63 |
2026 | 64 |
Defined Benefit Plan, Expected Future Benefit Payment, Five Fiscal Years Thereafter | $ 320 |
Debt Obligations (Details)
Debt Obligations (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Apr. 26, 2021 | Mar. 31, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | |
Line of Credit Facility | ||||
Long-term borrowings under revolving credit facility | $ 63,000,000 | $ 43,500,000 | ||
Debt Instrument, Unamortized Discount (Premium) and Debt Issuance Costs, Net | (1,677,000) | (2,222,000) | ||
Long-term Debt | $ 106,923,000 | 88,778,000 | ||
Debt Instrument, Borrowing Base, Inventory | 80% | |||
Debt Instrument, Quarterly Payment | $ 950,000 | |||
Debt Instrument, Borrowing Base, Net Orderly Liquidation | 85% | |||
Long-term Debt, Gross | $ 108,600,000 | $ 91,000,000 | ||
Revolving Credit Facility | ||||
Line of Credit Facility | ||||
Debt, Weighted Average Interest Rate | 2.75% | 6.21% | ||
Line of credit, maximum borrowing capacity | $ 80,000,000 | |||
Long-term Debt, Gross | $ 63,000,000 | $ 43,500,000 | ||
Sublimit | ||||
Line of Credit Facility | ||||
Line of credit, maximum borrowing capacity | 10,000,000 | |||
Term Loan | ||||
Line of Credit Facility | ||||
Debt, Weighted Average Interest Rate | 7.50% | 7.50% | ||
Line of credit, maximum borrowing capacity | $ 47,500,000 | |||
Long-term Debt, Gross | $ 45,600,000 | $ 47,500,000 | ||
Term Credit Facility Agreement | Revolving Credit Facility | ||||
Line of Credit Facility | ||||
Debt Instrument, Borrowing Base, Qualified Cash And Borrower's Availability | $ 47,500,000 | |||
Revolver Security Agreement | ||||
Line of Credit Facility | ||||
Debt Instrument, Borrowing Base, Accounts Receivable | 85% | |||
Prime Rate | Term Credit Facility Agreement | ||||
Line of Credit Facility | ||||
Basis spread on variable rate | 5.50% | |||
Prime Rate | Revolver Security Agreement | ||||
Line of Credit Facility | ||||
Basis spread on variable rate | 1.25% | |||
London Interbank Offered Rate (LIBOR) | Term Credit Facility Agreement | Minimum | ||||
Line of Credit Facility | ||||
Basis spread on variable rate | 1% | |||
London Interbank Offered Rate (LIBOR) | Term Credit Facility Agreement | Maximum | ||||
Line of Credit Facility | ||||
Basis spread on variable rate | 6.50% | |||
London Interbank Offered Rate (LIBOR) | Revolver Security Agreement | Minimum | ||||
Line of Credit Facility | ||||
Basis spread on variable rate | 0.50% | |||
London Interbank Offered Rate (LIBOR) | Revolver Security Agreement | Maximum | ||||
Line of Credit Facility | ||||
Basis spread on variable rate | 2.25% | |||
Base Rate | Term Credit Facility Agreement | Minimum | ||||
Line of Credit Facility | ||||
Basis spread on variable rate | 3% |
Debt Obligations - Schedule of
Debt Obligations - Schedule of Debt Maturities (Details) - USD ($) | Jun. 30, 2022 | Jun. 30, 2021 |
Debt Instrument [Line Items] | ||
Long-Term Debt, Maturity, Year One | $ 3,800,000 | |
Long-Term Debt, Maturity, Year Two | 3,800,000 | |
Long-Term Debt, Maturity, Year Three | 101,000,000 | |
Long-term Debt, Gross | 108,600,000 | $ 91,000,000 |
Term Loan | ||
Debt Instrument [Line Items] | ||
Long-term Debt, Gross | $ 45,600,000 | $ 47,500,000 |
Share-Based Compensation - Narr
Share-Based Compensation - Narrative (Details) - USD ($) | 12 Months Ended | |||||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 15, 2021 | Dec. 09, 2020 | Jun. 20, 2017 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs | ||||||
Weighted average fair value (in US$ per share) | $ 2.36 | $ 4.24 | ||||
Proceeds from stock option exercises | $ 0 | $ 0 | $ 129,000 | |||
Share-based Payment Arrangement, Nonvested Award, Option, Cost Not yet Recognized, Amount | 200,000 | 900,000 | ||||
Unrecognized compensation cost related to restricted stock | $ 600,000 | 2,000,000 | ||||
2017 Plan | ||||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs | ||||||
Shares authorized (shares) | 3,550,000 | 3,550,000 | 2,050,000 | 900,000 | ||
Share-based compensation, maximum number of shares per employee per calendar year | 250,000 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 1,581,299 | |||||
2020 Plan [Member] | ||||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs | ||||||
Shares authorized (shares) | 300,000 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 99,537 | |||||
Stock Options | ||||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs | ||||||
Estimated forfeiture rate | 4.80% | |||||
Stock Options | General and Administrative Expense | ||||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs | ||||||
Compensation expense recognized | $ 600,000 | $ 700,000 | 700,000 | |||
NQOs | ||||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs | ||||||
Share price (in US$ per share) | $ 4.69 | $ 12.69 | ||||
Proceeds from stock option exercises | $ 0 | $ 0 | 100,000 | |||
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition | 5 months 15 days | |||||
PNQs | Farmer Bros. Co. Amended and Restated 2007 Long-term Incentive Plan | ||||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs | ||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Expirations in Period, Weighted Average Exercise Price | $ 29.51 | |||||
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 | $ 2,300,000 | $ 700,000 | $ 400,000 | |||
Restricted stock granted, weighted average grant date fair value (in US$ per share) | $ 7.20 | $ 10.10 | $ 13 | |||
Unrecognized compensation cost related to restricted stock | $ 3,900,000 | $ 2,800,000 | ||||
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition | 1 year 2 months 19 days | |||||
Share-Based Compensation Arrangement By Share-Based Payment Award, Equity Instruments Other Than Options, Granted, Fair Value | $ 4,200,000 | |||||
Restricted Stock Units (RSUs) [Member] | General and Administrative Expense | ||||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs | ||||||
Compensation expense recognized | 2,100,000 | 2,000,000 | $ 1,100,000 | |||
Cash-Settled Restricted Stock Units | ||||||
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 | $ 400,000 | |||||
Restricted stock granted (in shares) | 85,851 | |||||
Restricted stock granted, weighted average grant date fair value (in US$ per share) | $ 8.91 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | 52,583 | |||||
Employee Benefits and Share-based Compensation | $ 100,000 | 400,000 | ||||
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition | 1 year 9 months 3 days | |||||
Share-Based Compensation Arrangement By Share-Based Payment Award, Equity Instruments Other Than Options, Granted, Fair Value | $ 800,000 | |||||
Performance Cash Awards | ||||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Requisite Service Period | 3 years | |||||
Performance Cash Awards | Restricted Stock | ||||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs | ||||||
Compensation expense recognized | 72,300 | |||||
Performance-Based Restricted Stock Units | ||||||
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 | $ 3,200 | 3,000 | 0 | |||
Compensation expense recognized | $ 100,000 | $ 200,000 | ||||
Restricted stock granted (in shares) | 158,659 | |||||
Restricted stock granted, weighted average grant date fair value (in US$ per share) | $ 8.91 | $ 4.10 | $ 14.46 | |||
Unrecognized compensation cost related to restricted stock | $ 1,700,000 | $ 1,000,000 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | 381 | |||||
Employee Benefits and Share-based Compensation | $ 600,000 | |||||
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition | 1 year 11 months 1 day | |||||
Share-Based Compensation Arrangement By Share-Based Payment Award, Equity Instruments Other Than Options, Granted, Fair Value | $ 1,400,000 | |||||
Vested | NQOs | ||||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs | ||||||
Number of options granted (shares) | 0 | |||||
Weighted average purchase price (in US$ per share) | $ 0 | |||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Expirations in Period, Weighted Average Exercise Price | $ 19.05 | |||||
Vested | 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 | 283,016 | |||||
Vested | Restricted Stock | Omnibus Plan | ||||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs | ||||||
Restricted stock granted (in shares) | 551,967 | |||||
Restricted stock granted, weighted average grant date fair value (in US$ per share) | $ 7.20 | |||||
Minimum | Performance Cash Awards | ||||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 0% | |||||
Maximum | Performance Cash Awards | ||||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 200% |
Share-Based Compensation - Weig
Share-Based Compensation - Weighted-average assumptions using Black-Scholes model (Details) - $ / shares | 12 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Weighted average fair value (in US$ per share) | $ 2.36 | $ 4.24 |
Risk-free interest rate | 0.30% | 1.50% |
Dividend yield | 0% | 0% |
Average expected term | 4 years 7 months 6 days | 4 years 7 months 6 days |
Expected stock price volatility | 35.40% | 35.40% |
Share-Based Compensation - Stoc
Share-Based Compensation - Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
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) | 0 | |
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) | $ 0 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | ||
Weighted Average Remaining Life, Beginning balance | 4 years 4 months 2 days | 5 years 2 months 1 day |
Weighted Average Remaining Life, Ending balance | 4 years 4 months 2 days | 5 years 2 months 1 day |
Aggregate Intrinsic Value, Beginning balance | $ 0 | $ 706 |
Aggregate intrinsic value, exercised | 0 | |
Aggregate Intrinsic Value, Ending balance | $ 0 | $ 706 |
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) | 513,325 | |
Number of options granted (shares) | 0 | |
Number of options cancelled/forfeited (shares) | (21,535) | |
Number of options expired (shares) | (41,103) | |
Number of options - Ending balance (in shares) | 450,687 | 513,325 |
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) | $ 13.06 | |
Weighted average purchase price (in US$ per share) | 0 | |
Weighted Average Exercise Price, Cancelled/Forfeited (in US$ per share) | 16.21 | |
Weighted Average Exercise Price, Ending balance (in US$ per share) | $ 12.39 | $ 13.06 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest [Abstract] | ||
Options, Vested and exercisable, Outstanding (in shares) | 292,890 | |
Options, Vested and exercisable, Weighted Average Exercise Price (in US$ per share) | $ 12.80 | |
Options, Vested and exercisable, Aggregate Intrinsic Value | $ 0 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 4 years 3 months 10 days | |
Share-based Compensation Arrangements by Share-based Payment Award, Options, Expirations in Period, Weighted Average Exercise Price | $ 19.05 | |
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) | 11,750 | |
Number of options exercised (shares) | 0 | |
Number of options cancelled/forfeited (shares) | 0 | |
Number of options expired (shares) | (9,538) | |
Number of options - Ending balance (in shares) | 2,212 | 11,750 |
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) | $ 29.76 | |
Weighted Average Exercise Price, Exercised (in US$ per share) | 0 | |
Weighted Average Exercise Price, Cancelled/Forfeited (in US$ per share) | 0 | |
Weighted Average Exercise Price, Ending balance (in US$ per share) | $ 30.91 | $ 29.76 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | ||
Weighted Average Remaining Life, Beginning balance | 9 months 29 days | 8 months 15 days |
Weighted Average Remaining Life, Ending balance | 9 months 29 days | 8 months 15 days |
Aggregate Intrinsic Value, Beginning balance | $ 0 | $ 0 |
Aggregate Intrinsic Value, Ending balance | $ 0 | $ 0 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest [Abstract] | ||
Options, Vested and exercisable, Outstanding (in shares) | 2,211 | |
Options, Vested and exercisable, Weighted Average Exercise Price (in US$ per share) | $ 30.91 | |
Options, Vested and exercisable, Aggregate Intrinsic Value | $ 0 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 9 months 29 days | |
Share-based Compensation Arrangements by Share-based Payment Award, Options, Expirations in Period, Weighted Average Exercise Price | $ 29.51 |
Share-Based Compensation - Rest
Share-Based Compensation - Restricted Stock Activity (Details) - $ / shares | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | |
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) | 681,570 | ||
Shares Awarded, Exercised/Released (in shares) | (283,016) | ||
Shares Awarded, Cancelled/Forfeited (in shares) | (133,710) | ||
Shares Awarded, Ending balance (in shares) | 816,811 | 681,570 | |
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) | $ 10.47 | ||
Weighted Average Grant Date Fair Value, Exercised/Released (in US$ per share) | 5.21 | ||
Weighted Average Grant Date Fair Value, Cancelled/Forfeited (in US$ per share) | 6.94 | ||
Weighted Average Grant Date Fair Value, Ending balance (in US$ per share) | 6.67 | $ 10.47 | |
Restricted Stock Units (RSUs) [Member] | |||
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) | $ 7.20 | $ 10.10 | $ 13 |
Cash-Settled Restricted Stock Units | |||
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) | 185,602 | ||
Restricted stock granted (in shares) | 85,851 | ||
Shares Awarded, Exercised/Released (in shares) | (52,583) | ||
Shares Awarded, Cancelled/Forfeited (in shares) | (73,225) | ||
Shares Awarded, Ending balance (in shares) | 145,645 | 185,602 | |
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) | $ 4.31 | ||
Restricted stock granted, weighted average grant date fair value (in US$ per share) | 8.91 | ||
Weighted Average Grant Date Fair Value, Exercised/Released (in US$ per share) | 4.31 | ||
Weighted Average Grant Date Fair Value, Cancelled/Forfeited (in US$ per share) | 5.63 | ||
Weighted Average Grant Date Fair Value, Ending balance (in US$ per share) | $ 6.36 | $ 4.31 | |
Performance-Based Restricted Stock Units | |||
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) | 354,466 | ||
Restricted stock granted (in shares) | 158,659 | ||
Shares Awarded, Exercised/Released (in shares) | (381) | ||
Shares Awarded, Cancelled/Forfeited (in shares) | (55,751) | ||
Shares Awarded, Ending balance (in shares) | 456,993 | 354,466 | |
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) | $ 6.06 | ||
Restricted stock granted, weighted average grant date fair value (in US$ per share) | 8.91 | $ 4.10 | $ 14.46 |
Weighted Average Grant Date Fair Value, Exercised/Released (in US$ per share) | 25.04 | ||
Weighted Average Grant Date Fair Value, Cancelled/Forfeited (in US$ per share) | 13.27 | ||
Weighted Average Grant Date Fair Value, Ending balance (in US$ per share) | $ 6.16 | $ 6.06 | |
NQOs | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |||
Weighted Average Remaining Life, Beginning balance | 4 years 4 months 2 days | 5 years 2 months 1 day | |
NQOs | Vested | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 4 years 3 months 10 days | ||
Farmer Bros. Co. Amended and Restated 2007 Long-Term Incentive Plan | Restricted Stock | Vested | |||
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) | 551,967 | ||
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) | $ 7.20 |
Other Current Liabilities (Deta
Other Current Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Jun. 30, 2021 |
Payables and Accruals [Abstract] | ||
Other (1) | $ 4,955 | $ 3,116 |
Accrued workers’ compensation liabilities | 947 | 1,016 |
Finance lease liabilities | 193 | 192 |
Cumulative preferred dividends, undeclared and unpaid | 0 | 2,051 |
Accrued postretirement benefits | 0 | 50 |
Other current liabilities | $ 6,095 | $ 6,425 |
Other Long-Term Liabilities (De
Other Long-Term Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Jun. 30, 2021 |
Other Liabilities Disclosure [Abstract] | ||
Capital Lease Obligations, Noncurrent, Including Other | $ 0 | $ 1,653 |
Derivative liabilities—noncurrent | 195 | 1,716 |
Multiemployer Plan Holdback—Boyd Coffee | 409 | 563 |
Deferred income taxes | 735 | 1,160 |
Other long-term liabilities | $ 1,339 | $ 5,092 |
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, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | |
Current: | |||
Federal | $ 0 | $ (22) | $ 0 |
State | 124 | 213 | 105 |
Total current income tax benefit | 124 | 191 | 105 |
Deferred: | |||
Federal | (83) | 10,901 | (458) |
State | (342) | 2,503 | 158 |
Total deferred income tax expense (benefit) | (425) | 13,404 | (300) |
Income tax (benefit) expense | $ (301) | $ 13,595 | $ (195) |
Income Taxes - Reconciliation t
Income Taxes - Reconciliation to Fedreal Statutory Rate (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | |
Effective Income Tax Rate, Continuing Operations, Tax Rate Reconciliation [Abstract] | |||
Statutory tax rate | 21% | 21% | 21% |
Income tax benefit at statutory rate | $ (3,352) | $ (5,892) | $ (7,829) |
State income tax (net of federal tax benefit) | (754) | (736) | (1,523) |
Valuation allowance | 4,305 | 4,504 | 9,153 |
Change in contingency reserve (net) | (210) | 1,055 | 233 |
Change in tax rate | 0 | 13,738 | 0 |
Other (net) | (290) | 926 | (229) |
Income tax (benefit) expense | $ (301) | $ 13,595 | $ (195) |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | |
Income Tax Disclosure | |||
Statutory tax rate | 21% | 21% | 21% |
Federal business tax credits | $ 3,200 | ||
Valuation allowance | (66,879) | $ (64,312) | |
Federal | |||
Income Tax Disclosure | |||
Operating loss carryforwards | 185,900 | ||
Deferred Tax Assets, Operating Loss Carryforwards, Not Subject to Expiration | 51,800 | ||
State and Local Jurisdiction | |||
Income Tax Disclosure | |||
Operating loss carryforwards | 160,100 | ||
Deferred Tax Assets, Operating Loss Carryforwards, Not Subject to Expiration | $ 6,900 |
Income Taxes - Components of th
Income Taxes - Components of the Temporary Differences (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Jun. 30, 2021 |
Deferred Tax Assets: [Abstract] | ||
Postretirement benefits | $ 7,284 | $ 9,364 |
Accrued liabilities | 4,759 | 4,245 |
163(j) Interest Limitation | 4,040 | 3,069 |
Net operating loss carryforward | 51,413 | 48,195 |
Intangible assets | 6,936 | 7,377 |
Right-of-use operating lease liabilities | 7,041 | 6,592 |
Other | 7,650 | 6,292 |
Total deferred tax assets | 89,123 | 85,134 |
Deferred tax liabilities: [Abstract] | ||
Property, plant and equipment | (15,726) | (15,448) |
Right-of-use operating lease assets | 7,174 | 6,606 |
Other | (79) | 72 |
Total deferred tax liabilities | (22,979) | (21,982) |
Valuation allowance | (66,879) | (64,312) |
Net deferred tax liability | $ (735) | $ (1,160) |
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, 2020 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Undistributed net loss available to common stockholders | $ (15,626) | $ (40,710) | $ (37,462) | |
Undistributed net loss available to nonvested restricted stockholders and holders of convertible preferred stock | (629) | (1,515) | (179) | |
Undistributed net loss available to common stockholders | $ (37,641) | $ (16,255) | $ (42,225) | $ (37,641) |
Weighted average common shares outstanding - basic (in shares) | 18,200,080 | 17,635,402 | 17,205,849 | |
Shares issuable under stock options (in shares) | 0 | 0 | 0 | |
Weighted average common shares outstanding—diluted (in shares) | 17,205,849 | 18,200,080 | 17,635,402 | 17,205,849 |
Net income (loss) per common share - basic (in US$ per share) | $ (2.19) | $ (0.89) | $ (2.39) | $ (2.19) |
Net income (loss) per common share - diluted (in US$ per share) | $ (2.19) | $ (0.89) | $ (2.39) | $ (2.19) |
Stock Options | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 452,537 | 395,069 | 330,627 | |
Cumulative Preferred Stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 452,667 | 437,165 | 422,193 | |
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 | 426,243 | 376,264 | 73,012 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) - USD ($) | Oct. 02, 2017 | Aug. 31, 2012 | Jun. 30, 2022 |
Contractual Obligations | |||
Share-based Payment Arrangement, Shares Withheld for Tax Withholding Obligation | 103,000 | ||
Loss Contingency, Damages Sought, Maximum Daily, Value | $ 2,500 | ||
Boyd Coffee | Series A Preferred Stock | |||
Contractual Obligations | |||
Convertible Preferred Stock, Shares Reserved for Future Issuance | 914 | ||
Inventories [Member] | Coffee | |||
Contractual Obligations | |||
Purchase Obligation | $ 102,100,000 | ||
Inventories [Member] | Other Inventory [Member] | |||
Contractual Obligations | |||
Purchase Obligation | $ 20,000,000 |
Revenue Recognition (Details)
Revenue Recognition (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | |
Disaggregation of Revenue [Line Items] | |||
Net sales | $ 469,193 | $ 397,850 | $ 501,320 |
Receivables from contracts with customers | 44,219 | 37,208 | |
Product Concentration Risk | Revenue Benchmark | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | $ 469,193 | $ 397,850 | $ 501,320 |
Concentration risk (percent) | 100% | 100% | 100% |
Coffee (Roasted) | Product Concentration Risk | Revenue Benchmark | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | $ 302,324 | $ 263,400 | $ 328,465 |
Concentration risk (percent) | 64.40% | 66.20% | 65.50% |
Tea & Other Beverages (1) | Product Concentration Risk | Revenue Benchmark | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | $ 84,397 | $ 69,482 | $ 98,971 |
Concentration risk (percent) | 18% | 17.50% | 19.70% |
Culinary | Product Concentration Risk | Revenue Benchmark | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | $ 56,160 | $ 44,986 | $ 50,135 |
Concentration risk (percent) | 12% | 11.30% | 10% |
Spices | Product Concentration Risk | Revenue Benchmark | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | $ 22,248 | $ 18,680 | $ 21,473 |
Concentration risk (percent) | 4.70% | 4.70% | 4.30% |
Net sales by product category | Product Concentration Risk | Revenue Benchmark | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | $ 465,129 | $ 396,548 | $ 499,044 |
Concentration risk (percent) | 99.10% | 99.70% | 99.50% |
Delivery Surcharge | Product Concentration Risk | Revenue Benchmark | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | $ 4,064 | $ 1,302 | $ 2,276 |
Concentration risk (percent) | 0.90% | 0.30% | 0.50% |
Preferred Stock - Narrative (De
Preferred Stock - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Aug. 26, 2022 | Oct. 02, 2017 | Jun. 30, 2022 | Jun. 30, 2021 | |
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 | ||
Preferred stock, issued (in shares) | 14,700 | 14,700 | ||
Subsequent Event | ||||
Class of Stock [Line Items] | ||||
Preferred stock, par value (in US$ per share) | $ 1 | |||
Preferred stock, number of shares converted (in shares) | 12,964 | |||
Common stock issued upon conversion (in shares) | 399,208 | |||
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 | $ 1,180 | ||
Conversion price (in US$ per share) | $ 38.32 | |||
Undeclared and unpaid preferred dividends | $ 2,646 | |||
Preferred stock, issued (in shares) | 14,700 | 14,700 | ||
Dividend rate | 3.50% | |||
Series A Preferred Stock | Subsequent Event | ||||
Class of Stock [Line Items] | ||||
Conversion price (in US$ per share) | $ 38.32 |
Preferred Stock - Schedule of S
Preferred Stock - Schedule of Series A Preferred Stock (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Oct. 02, 2017 | |
Class of Stock [Line Items] | |||
Shares Authorized (in shares) | 500,000 | 500,000 | |
Preferred Stock, outstanding (in shares) | 14,700 | 14,700 | |
Stated Value per Share (in US$ per share) | $ 1 | $ 1 | |
Liquidation Preference | $ 17,346 | $ 16,752 | |
Preferred stock, issued (in shares) | 14,700 | 14,700 | |
Series A Preferred Stock | |||
Class of Stock [Line Items] | |||
Shares Authorized (in shares) | 21,000 | ||
Preferred Stock, outstanding (in shares) | 14,700 | ||
Stated Value per Share (in US$ per share) | $ 1,180 | $ 1,000 | |
Carrying Value | $ 17,346 | ||
Cumulative Preferred Dividends, Undeclared and Unpaid | 2,646 | ||
Liquidation Preference | $ 17,346 | ||
Preferred stock, issued (in shares) | 14,700 | 14,700 |
Subsequent Events (Details)
Subsequent Events (Details) | Aug. 31, 2022 USD ($) | Aug. 30, 2022 | Aug. 08, 2022 USD ($) | Apr. 26, 2021 USD ($) |
Revolver Security Agreement | London Interbank Offered Rate (LIBOR) | Maximum | ||||
Subsequent Event [Line Items] | ||||
Basis spread on variable rate | 2.25% | |||
Revolving Credit Facility | ||||
Subsequent Event [Line Items] | ||||
Line of credit, maximum borrowing capacity | $ 80,000,000 | |||
Subsequent Event | Revolver Security Agreement | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | ||||
Subsequent Event [Line Items] | ||||
Basis spread on variable rate | 1.75% | |||
Subsequent Event | Revolving Credit Facility | ||||
Subsequent Event [Line Items] | ||||
Increase in borrowing capacity | $ 10,000,000 | |||
Line of credit, maximum borrowing capacity | $ 90,000,000 | |||
Subsequent Event | Revolving Credit Facility | Revolver Security Agreement | Line of Credit | ||||
Subsequent Event [Line Items] | ||||
Line of credit, maximum borrowing capacity | $ 47,000,000 | |||
Letter of credit fee payable | 1.75% | 2.25% | ||
Fixed charge coverage ratio | 1 |