Cover Page
Cover Page - shares | 6 Months Ended | |
Dec. 31, 2023 | Feb. 05, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Dec. 31, 2023 | |
Document Transition Report | false | |
Entity File Number | 001-34249 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 95-0725980 | |
Entity Address, Address Line One | 1912 Farmer Brothers Drive | |
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 | |
Title of 12(b) Security | Common Stock, par value $1.00 per share | |
Trading Symbol | FARM | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 21,074,434 | |
Entity Registrant Name | FARMER BROTHERS CO | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q2 | |
Entity Central Index Key | 0000034563 | |
Current Fiscal Year End Date | --06-30 |
CONSOLIDATED BALANCE SHEETS (UN
CONSOLIDATED BALANCE SHEETS (UNAUDITED) - USD ($) $ in Thousands | Dec. 31, 2023 | Jun. 30, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 6,932 | $ 5,244 |
Restricted cash | 175 | 175 |
Accounts receivable, net of allowance for credit losses of $710 and $416, respectively | 32,850 | 45,129 |
Inventories | 55,469 | 49,276 |
Short-term derivative assets | 279 | 68 |
Prepaid expenses | 5,140 | 5,334 |
Assets held for sale | 3,573 | 7,770 |
Total current assets | 104,418 | 112,996 |
Property, plant and equipment, net | 33,933 | 33,782 |
Intangible assets, net | 12,330 | 13,493 |
Right-of-use operating lease assets | 29,142 | 24,593 |
Other assets | 2,023 | 2,917 |
Total assets | 181,846 | 187,781 |
Current liabilities: | ||
Accounts payable | 44,204 | 60,088 |
Accrued payroll expenses | 12,681 | 10,082 |
Right-of-use operating lease liabilities - current | 12,404 | 8,040 |
Short-term derivative liability | 498 | 2,636 |
Other current liabilities | 3,757 | 4,519 |
Total current liabilities | 73,544 | 85,365 |
Long-term borrowings under revolving credit facility | 23,300 | 23,021 |
Accrued pension liabilities | 19,354 | 19,761 |
Accrued postretirement benefits | 785 | 763 |
Accrued workers’ compensation liabilities | 2,504 | 3,065 |
Right-of-use operating lease liabilities - noncurrent | 17,346 | 17,157 |
Other long-term liabilities | 1,752 | 537 |
Total liabilities | 138,585 | 149,669 |
Commitments and contingencies | ||
Stockholders’ equity: | ||
Common stock, $1.00 par value, 50,000,000 shares authorized; 20,793,956 and 20,142,973 shares issued and outstanding as of December 31, 2023 and June 30, 2023, respectively | 20,795 | 20,144 |
Additional paid-in capital | 79,598 | 77,278 |
Accumulated deficit | (25,082) | (26,479) |
Accumulated other comprehensive loss | (32,050) | (32,831) |
Total stockholders’ equity | 43,261 | 38,112 |
Total liabilities and stockholders’ equity | $ 181,846 | $ 187,781 |
CONSOLIDATED BALANCE SHEETS (_2
CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2023 | Jun. 30, 2023 |
Statement of Financial Position [Abstract] | ||
Allowance for credit losses | $ 710 | $ 416 |
Common stock, par value (in dollars per share) | $ 1 | $ 1 |
Common stock, shares authorized (in shares) | 50,000,000 | 50,000,000 |
Common stock, shares issued (in shares) | 20,793,956 | 20,142,973 |
Common stock, shares outstanding (in shares) | 20,793,956 | 20,142,973 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Income Statement [Abstract] | ||||
Net sales | $ 89,453 | $ 88,919 | $ 171,340 | $ 168,746 |
Cost of goods sold | 53,344 | 57,896 | 104,444 | 110,704 |
Gross profit | 36,109 | 31,023 | 66,896 | 58,042 |
Selling expenses | 28,141 | 25,632 | 54,969 | 51,388 |
General and administrative expenses | 9,655 | 8,587 | 22,486 | 17,815 |
Net (gains) losses from sale of assets | (6,138) | 55 | (12,922) | (7,127) |
Operating expenses | 31,658 | 34,274 | 64,533 | 62,076 |
Income (loss) from operations | 4,451 | (3,251) | 2,363 | (4,034) |
Other (expense) income: | ||||
Interest expense | (1,907) | (1,858) | (4,129) | (3,928) |
Other, net | 324 | (3,533) | 3,195 | (2,217) |
Total other expense | (1,583) | (5,391) | (934) | (6,145) |
Income (loss) from continuing operations before taxes | 2,868 | (8,642) | 1,429 | (10,179) |
Income tax expense | 164 | 40 | 32 | 83 |
Income (loss) from continuing operations | 2,704 | (8,682) | 1,397 | (10,262) |
Loss from discontinued operations, net of income taxes | 0 | (4,926) | 0 | (10,720) |
Net loss available to common stockholders - basic | $ 2,704 | $ (13,608) | $ 1,397 | $ (20,982) |
Loss from continuing operations available to common stockholders per common share, basic (in dollars per share) | $ 0.13 | $ (0.47) | $ 0.07 | $ (0.53) |
Loss from continuing operations available to common stockholders per common share, diluted (in dollars per share) | 0.13 | (0.47) | 0.07 | (0.53) |
Loss from discontinued operations available to common stockholders per common share, basic (in dollars per share) | 0 | (0.26) | 0 | (0.56) |
Loss from discontinued operations available to common stockholders per common share, diluted (in dollars per share) | 0 | (0.26) | 0 | (0.56) |
Net loss available to common stockholders per common share, basic (in dollars per share) | 0.13 | (0.73) | 0.07 | (1.09) |
Net loss available to common stockholders per common share, diluted (in dollars per share) | $ 0.13 | $ (0.73) | $ 0.07 | $ (1.09) |
Weighted average common shares outstanding, basic (in shares) | 20,728,699 | 18,723,957 | 20,565,492 | 19,243,707 |
Weighted average common shares outstanding, diluted (in shares) | 20,917,562 | 18,723,957 | 20,740,303 | 19,243,707 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income (loss) | $ 2,704 | $ (13,608) | $ 1,397 | $ (20,982) |
Income (loss) from continuing operations | 2,704 | (8,682) | 1,397 | (10,262) |
Other comprehensive loss, net of taxes: | ||||
Unrealized gains (losses) on derivatives designated as cash flow hedges | 606 | (2,284) | 151 | (2,812) |
Losses (gains) on derivatives designated as cash flow hedges reclassified to cost of goods sold | 802 | (600) | 630 | (1,881) |
Losses on derivative instruments undesignated as cash flow hedges reclassified to interest expense | 0 | 279 | 0 | 566 |
Total comprehensive income (loss) | $ 4,112 | $ (16,213) | $ 2,178 | $ (25,109) |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (UNAUDITED) - USD ($) $ in Thousands | Total | Preferred Shares | Common Shares | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss |
Beginning Balance (in shares) at Jun. 30, 2022 | 14,700 | 18,464,966 | ||||
Beginning Balance at Jun. 30, 2022 | $ 104,748 | $ 15 | $ 18,466 | $ 71,997 | $ 52,701 | $ (38,431) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | (7,374) | (7,374) | ||||
Cash flow hedges, net of taxes | (1,521) | (1,521) | ||||
401(k) compensation expense, including reclassifications (in shares) | 257,052 | |||||
401(k) compensation expense, including reclassifications | 1,197 | $ 257 | 940 | |||
Share-based compensation | 1,165 | 1,165 | ||||
Issuance of common stock and stock option exercises (in shares) | 158,744 | |||||
Issuance of common stock and stock option exercises | 0 | $ 159 | (159) | |||
Conversion and cancellation of preferred shares (shares) | (14,700) | 399,208 | ||||
Conversion and cancellation of preferred shares | (1,366) | $ (15) | $ 399 | (1,750) | ||
Ending Balance (in shares) at Sep. 30, 2022 | 0 | 19,279,970 | ||||
Ending Balance at Sep. 30, 2022 | 96,849 | $ 0 | $ 19,281 | 72,193 | 45,327 | (39,952) |
Beginning Balance (in shares) at Jun. 30, 2022 | 14,700 | 18,464,966 | ||||
Beginning Balance at Jun. 30, 2022 | 104,748 | $ 15 | $ 18,466 | 71,997 | 52,701 | (38,431) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | (20,982) | |||||
Ending Balance (in shares) at Dec. 31, 2022 | 0 | 19,681,943 | ||||
Ending Balance at Dec. 31, 2022 | 82,938 | $ 0 | $ 19,683 | 74,094 | 31,719 | (42,558) |
Beginning Balance (in shares) at Sep. 30, 2022 | 0 | 19,279,970 | ||||
Beginning Balance at Sep. 30, 2022 | 96,849 | $ 0 | $ 19,281 | 72,193 | 45,327 | (39,952) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | (13,608) | (13,608) | ||||
Cash flow hedges, net of taxes | (2,606) | (2,606) | ||||
401(k) compensation expense, including reclassifications (in shares) | 264,712 | |||||
401(k) compensation expense, including reclassifications | 1,324 | $ 265 | 1,059 | |||
Share-based compensation | 979 | 979 | ||||
Issuance of common stock and stock option exercises (in shares) | 137,261 | |||||
Issuance of common stock and stock option exercises | 0 | $ 137 | (137) | |||
Ending Balance (in shares) at Dec. 31, 2022 | 0 | 19,681,943 | ||||
Ending Balance at Dec. 31, 2022 | 82,938 | $ 0 | $ 19,683 | 74,094 | 31,719 | (42,558) |
Beginning Balance (in shares) at Jun. 30, 2023 | 20,142,973 | |||||
Beginning Balance at Jun. 30, 2023 | 38,112 | $ 20,144 | 77,278 | (26,479) | (32,831) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | (1,307) | (1,307) | ||||
Cash flow hedges, net of taxes | (628) | (628) | ||||
401(k) compensation expense, including reclassifications (in shares) | 154,046 | |||||
401(k) compensation expense, including reclassifications | 807 | $ 154 | 653 | |||
Share-based compensation | 814 | 814 | ||||
Issuance of common stock and stock option exercises (in shares) | 279,464 | |||||
Issuance of common stock and stock option exercises | 0 | $ 280 | (280) | |||
Ending Balance (in shares) at Sep. 30, 2023 | 20,576,483 | |||||
Ending Balance at Sep. 30, 2023 | 37,798 | $ 20,578 | 78,465 | (27,786) | (33,459) | |
Beginning Balance (in shares) at Jun. 30, 2023 | 20,142,973 | |||||
Beginning Balance at Jun. 30, 2023 | 38,112 | $ 20,144 | 77,278 | (26,479) | (32,831) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | 1,397 | |||||
Ending Balance (in shares) at Dec. 31, 2023 | 20,793,956 | |||||
Ending Balance at Dec. 31, 2023 | 43,261 | $ 20,795 | 79,598 | (25,082) | (32,050) | |
Beginning Balance (in shares) at Sep. 30, 2023 | 20,576,483 | |||||
Beginning Balance at Sep. 30, 2023 | 37,798 | $ 20,578 | 78,465 | (27,786) | (33,459) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | 2,704 | 2,704 | ||||
Cash flow hedges, net of taxes | 1,409 | 1,409 | ||||
401(k) compensation expense, including reclassifications (in shares) | 171,786 | |||||
401(k) compensation expense, including reclassifications | 912 | $ 172 | 740 | |||
Share-based compensation | 438 | 438 | ||||
Issuance of common stock and stock option exercises (in shares) | 45,687 | |||||
Issuance of common stock and stock option exercises | 0 | $ 45 | (45) | |||
Ending Balance (in shares) at Dec. 31, 2023 | 20,793,956 | |||||
Ending Balance at Dec. 31, 2023 | $ 43,261 | $ 20,795 | $ 79,598 | $ (25,082) | $ (32,050) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) $ in Thousands | 6 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash flows from operating activities: | ||
Net income (loss) | $ 1,397 | $ (20,982) |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities | ||
Depreciation and amortization | 5,792 | 11,316 |
Gain on settlement related to Boyd's acquisition | 0 | (1,917) |
Net gains from sale of assets | (14,136) | (7,127) |
Net losses (gains) on derivative instruments | 429 | 2,074 |
401(k) and share-based compensation expense | 2,970 | 4,665 |
Provision for credit losses | 450 | 211 |
Change in operating assets and liabilities: | ||
Accounts receivable, net | 13,044 | (3,589) |
Inventories | (6,193) | 16,081 |
Derivative (liabilities) assets, net | (779) | (1,668) |
Other assets | 1,146 | (219) |
Accounts payable | (15,936) | 9,877 |
Accrued expenses and other | 949 | (5,159) |
Net cash (used in) provided by operating activities | (10,867) | 3,563 |
Cash flows from investing activities: | ||
Sale of business | (1,214) | 0 |
Purchases of property, plant and equipment | (6,853) | (7,714) |
Proceeds from sales of property, plant and equipment | 20,497 | 9,933 |
Net cash provided by investing activities | 12,430 | 2,219 |
Cash flows from financing activities: | ||
Proceeds from Credit Facilities | 2,279 | 54,000 |
Repayments on Credit Facilities | (2,000) | (49,383) |
Payments of finance lease obligations | (96) | (96) |
Payment of financing costs | (58) | (357) |
Net cash provided by financing activities | 125 | 4,164 |
Net increase in cash and cash equivalents and restricted cash | 1,688 | 9,946 |
Cash and cash equivalents and restricted cash at beginning of period | 5,419 | 9,994 |
Cash and cash equivalents and restricted cash at end of period | 7,107 | 19,940 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Right-of-use assets obtained in exchange for new operating lease liabilities | 6,456 | 2,965 |
Non-cash issuance of ESOP and 401(K) common stock | 326 | 522 |
Non cash additions to property, plant and equipment | $ 52 | $ 138 |
Introduction and Basis of Prese
Introduction and Basis of Presentation | 6 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Introduction and Basis of Presentation | Note 1. Introduction and Basis of Presentation 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. On June 30, 2023, the Company completed its sale of certain assets of the Company related to its direct ship and private label business, including the Company’s production facility and corporate office building in Northlake, Texas (the "Sale"). The Sale and the related direct ship and private label operations are reported in loss from discontinued operations, net of income taxes on the consolidated statements of operations. See Note 3 , Discontinued Operations for more information related to the Sale and the discontinued operations. All other footnotes present results of the continuing operations. Basis of Presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States (“GAAP”) for complete consolidated financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation of the interim financial data have been included. Operating results for the three and six months ended December 31, 2023 are not necessarily indicative of the results that may be expected for the fiscal year ending June 30, 2024. The accompanying unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2023, filed with the Securities and Exchange Commission (the “SEC”) on September 12, 2023, as amended by the Form 10-K/A filed on October 27, 2023 (as amended, the “2023 Form 10-K”). 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. Certain amounts disclosed in fiscal 2023 have been reclassified to conform with the discontinued operations. 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 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. Correction of an Immaterial Error |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2. Summary of Significant Accounting Policies For a detailed discussion about the Company’s significant accounting policies, see Note 2, “ Summary of Significant Accounting Policies, ” in the Notes to Consolidated Financial Statements in the 2023 Form 10-K. During the three and six months ended December 31, 2023, there were no significant updates made to the Company’s significant accounting policies. Concentration of Credit Risk At December 31, 2023 and June 30, 2023, 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. The Company estimates its credit risk for accounts receivable at the amount recorded on the balance sheet. The accounts receivable are generally short-term and all estimated credit losses have been appropriately considered in establishing the allowance for credit losses. There were no individual customers with balances over 10% of the Company’s accounts receivable balance. Recent Accounting Pronouncements The Company considers the applicability and impact of all Accounting Standards Updates (“ASUs”) issued by the Financial Accounting Standards Board (the “FASB”). 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 recent ASUs applicable to the Company: 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 subject to LIBOR. 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, 2024. The Company does not anticipate any material impacts on its consolidated financial statements. In December 2023, the FASB issued ASU No. 2023-09, “Income Taxes (Topic 740)”, Improvements to Income Tax Disclosures The amendments in this Update address investor requests for more Effective for The Company is still evaluating the impact of this standard. In November 2023, the FASB issued ASU No. 2023-07, “Segment Reporting (Topic 280)”, Improvements to Reportable Segment Disclosures. The amendments in this Update are to improve the disclosures about a public entity’s reportable segments and address requests from investors for additional, more detailed information about a reportable segment’s expenses. Effective for The Company is still evaluating the impact of this standard. |
Discontinued Operations
Discontinued Operations | 6 Months Ended |
Dec. 31, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | Note 3. Discontinued Operations On June 30, 2023, the Company completed the sale of certain assets of the Company related to its direct ship and private label business, including the Company’s production facility and corporate office building in Northlake, Texas, pursuant to that certain Asset Purchase Agreement dated as of June 6, 2023, by and between the Company and TreeHouse Foods, Inc. (the "Buyer"), as amended by that certain Amendment to the Asset Purchase Agreement, dated June 30, 2023. The accounting requirements for reporting the Sale as a discontinued operation were met when the Sale was completed as of June 30, 2023. Accordingly, the consolidated financial statements reflect the results of the Sale as a discontinued operation. As of December 31, 2023, the Company recorded a net loss of $1.2 million related to a working capital adjustment. The Company also entered into (i) a Transition Services Agreement with the Buyer pursuant to which the Company will provide the Buyer certain specified services on a temporary basis, (ii) a Co-Manufacturing Agreement with the Buyer pursuant to which the Company and Buyer will manufacture certain products for each other on a temporary basis and (iii) a Lease Agreement with the Buyer pursuant to which the Company will lease office and warehouse space from the Buyer on a temporary basis. There was no activity related to the discontinued operations for the three and six months ended December 31, 2023. The operating results of the divested operations have been reclassified as discontinued operations in the Consolidated Statements of Operations for the three and six months ended December 31, 2022, as detailed in the table below: (In thousands) Three Months Ended December 31, 2022 Six Months Ended December 31, 2022 Net sales $ 43,773 $ 85,327 Cost of goods sold 44,407 86,382 Gross (loss) profit (634) (1,055) Selling expenses 1,588 3,423 General and administrative expenses 1,245 2,504 Operating expense 2,833 5,927 Loss from discontinued operations (3,467) (6,982) Other (expense) income: Interest expense (1,722) (4,293) Other, net 263 555 Total other (expense) (1,459) (3,738) Loss from discontinued operations before taxes (4,926) (10,720) Income tax benefit — — Loss from discontinued operations, net of income taxes $ (4,926) $ (10,720) Interest expense for the Revolver (as defined below) was allocated on a ratio of net assets discontinued to the sum of consolidated net assets plus consolidated debt and the Term Loan (as defined below) was fully allocated to discontinued operations as it was required to be repaid in full. Applicable Consolidated Statements of Cash Flow information related to the divested operations for the six month period ended December 31, 2022 is detailed in the table below: (In thousands) December 31, 2022 Cash Flows from Discontinued Operations Net cash used in operating activities $ (13,518) Net cash used in investing activities (1,782) Note 21. Sales of Assets Sale of Branch Properties |
Leases
Leases | 6 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Leases | Note 4. Leases The Company has entered into leases for building facilities, vehicles and other equipment. The Company’s leases have remaining contractual terms through April 30, 2030, some of which have options to extend the lease for up to 10 years. For purposes of calculating operating lease liabilities, lease terms are deemed not to include options to extend the lease renewal 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. The components of lease expense are as follows: Three Months Ended December 31, Six Months Ended December 31, (In thousands) 2023 2022 2023 2022 Operating lease expense $ 3,445 $ 1,986 $ 6,322 $ 3,946 Finance lease expense: Amortization of finance lease assets 41 41 82 82 Interest on finance lease liabilities 7 9 13 18 Total lease expense $ 3,493 $ 2,036 $ 6,417 $ 4,046 Maturities of lease liabilities are as follows: December 31, 2023 (In thousands) Operating Leases Finance Leases 2024 $ 6,371 $ 96 2025 11,168 193 2026 6,749 96 2027 4,541 — 2028 3,521 — Thereafter 887 — Total lease payments 33,237 385 Less: interest (3,487) (25) Total lease obligations $ 29,750 $ 360 Lease term and discount rate: December 31, 2023 June 30, 2023 Weighted-average remaining lease terms (in years): Operating lease 4.7 5.9 Finance lease 2.0 2.5 Weighted-average discount rate: Operating lease 6.56 % 6.20 % Finance lease 6.50 % 6.50 % Other Information: Six Months Ended December 31, (In thousands) 2023 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 6,319 $ 3,882 Operating cash flows from finance leases 13 18 Financing cash flows from finance leases 96 96 |
Leases | Note 4. Leases The Company has entered into leases for building facilities, vehicles and other equipment. The Company’s leases have remaining contractual terms through April 30, 2030, some of which have options to extend the lease for up to 10 years. For purposes of calculating operating lease liabilities, lease terms are deemed not to include options to extend the lease renewal 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. The components of lease expense are as follows: Three Months Ended December 31, Six Months Ended December 31, (In thousands) 2023 2022 2023 2022 Operating lease expense $ 3,445 $ 1,986 $ 6,322 $ 3,946 Finance lease expense: Amortization of finance lease assets 41 41 82 82 Interest on finance lease liabilities 7 9 13 18 Total lease expense $ 3,493 $ 2,036 $ 6,417 $ 4,046 Maturities of lease liabilities are as follows: December 31, 2023 (In thousands) Operating Leases Finance Leases 2024 $ 6,371 $ 96 2025 11,168 193 2026 6,749 96 2027 4,541 — 2028 3,521 — Thereafter 887 — Total lease payments 33,237 385 Less: interest (3,487) (25) Total lease obligations $ 29,750 $ 360 Lease term and discount rate: December 31, 2023 June 30, 2023 Weighted-average remaining lease terms (in years): Operating lease 4.7 5.9 Finance lease 2.0 2.5 Weighted-average discount rate: Operating lease 6.56 % 6.20 % Finance lease 6.50 % 6.50 % Other Information: Six Months Ended December 31, (In thousands) 2023 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 6,319 $ 3,882 Operating cash flows from finance leases 13 18 Financing cash flows from finance leases 96 96 |
Derivative Instruments
Derivative Instruments | 6 Months Ended |
Dec. 31, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments | Note 5. Derivative Instruments Derivative Instruments Held Coffee-Related Derivative Instruments The Company is exposed to commodity price risk associated with its price to be fixed green coffee purchase contracts, which are described further in Note 2, “ Summary of Significant Accounting Policies ,” in the Notes to the Consolidated Financial Statements in the 2023 Form 10-K. 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 December 31, 2023 and June 30, 2023: (In thousands) December 31, 2023 June 30, 2023 Derivative instruments designated as cash flow hedges: Long coffee pounds 300 1,538 Derivative instruments not designated as cash flow hedges: Long coffee pounds 22 6,713 Short coffee pounds — (4,388) Total 322 3,863 Coffee-related derivative instruments designated as cash flow hedges outstanding as of December 31, 2023 will expire within 1 year. At December 31, 2023 and June 30, 2023 approximately 93% and 40%, 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. (“ISDA”) Master Agreement, which was effective March 20, 2019, the Company on March 27, 2019, entered into an interest rate 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 revolving credit facility. 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. On May 16, 2023, the Company settled the Original Rate Swap. The net settlement of the Original Rate Swap was a $13 thousand loss. 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 (In thousands) December 31, 2023 June 30, 2023 December 31, 2023 June 30, 2023 Financial Statement Location: Short-term derivative assets: Coffee-related derivative instruments (1) $ 94 $ 4 $ 185 $ 64 Long-term derivative assets: Coffee-related derivative instruments (2) — — 19 — Short-term derivative liabilities: Coffee-related derivative instruments (3) — 158 498 2,478 Long-term derivative liabilities: Coffee-related derivative instruments (4) — — 1,218 — ________________ (1) Included in “Short-term derivative assets” on the Company's consolidated balance sheets. (2) Included in “Other 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 “Interest expense”. Three Months Ended December 31, Six Months Ended December 31, Financial Statement Classification (In thousands) 2023 2022 2023 2022 Net (losses) gains recognized from AOCI to earnings - Interest rate swap — (6) — 386 Interest Expense Net losses reclassified from AOCI to earnings for de-designated Interest rate swap — (273) — (952) Interest Expense Net gain (losses) recognized in AOCI - Coffee-related 606 (2,284) 151 (2,812) AOCI Net (losses) gains recognized in earnings - Coffee - related (802) 600 (630) 1,881 Cost of goods sold For the three and six months ended December 31, 2023 and 2022, there were no ga ins or losses recognized in earnings as a result of excluding amounts from the assessment of hedge effectiveness. Net losses (gains) on derivative instruments in the Company’s consolidated statements of cash flows also include net (gains) losses on coffee-related derivative instruments designated as cash flow hedges reclassified to cost of goods sold from AOCI in the three and six months ended December 31, 2023 and 2022. Gains and losses on coffee-related derivative instruments not designated as accounting hedges are included in “Other, net” in the Company’s consolidated statements of operations and in Net losses (gains) on derivative instruments in the Company’s consolidated statements of cash flows. Net gains and losses recorded in “Other, net” are as follows: Three Months Ended December 31, Six Months Ended December 31, (In thousands) 2023 2022 2023 2022 Net (gains) losses on coffee-related derivative instruments (1) $ (1,177) $ (4,167) $ 202 $ (3,605) Non-operating pension and other postretirement benefits 915 727 1,831 1,455 Other gains, net 586 (93) 1,162 (67) Other, net $ 324 $ (3,533) $ 3,195 $ (2,217) ___________ (1) Excludes net gains and losses on coffee-related derivative instruments designated as cash flow hedges recorded in cost of goods sold in the three and six months ended December 31, 2023 and 2022. 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: Three Months Ended December 31, Six Months Ended December 31, (In thousands) 2023 2022 2023 2022 Accumulated other comprehensive loss (income) beginning balance $ 1,803 $ (170) $ 1,176 $ (1,692) Net (losses) gains recognized from AOCI to earnings - Interest rate swap — (6) — 386 Net losses reclassified from AOCI to earnings for partial unwind of interest swap - Interest rate swap — (273) — (952) Net (gains) losses recognized in AOCI - Coffee-related (606) 2,284 (151) 2,812 Net (losses) gains recognized in earnings - Coffee - related (802) 600 (630) 1,881 Accumulated other comprehensive loss ending balance $ 395 $ 2,435 $ 395 $ 2,435 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 counterparties as of the reporting dates indicated: (In thousands) Gross Amount Reported on Balance Sheet Netting Adjustments Cash Collateral Posted Net Exposure December 31, 2023 Derivative Assets $ 298 $ (298) $ — $ — Derivative Liabilities 1,716 (298) — 1,418 June 30, 2023 Derivative Assets 68 (68) — — Derivative Liabilities 2,636 (68) — 2,568 Cash Flow Hedges |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 6. 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 December 31, 2023 Derivative instruments designated as cash flow hedges: Coffee-related derivative assets (1) $ 94 $ — $ 94 $ — Derivative instruments not designated as accounting hedges: Coffee-related derivative assets (1) 204 — 204 — Coffee-related derivative liabilities (1) 1,716 — 1,716 — Total Level 1 Level 2 Level 3 June 30, 2023 Derivative instruments designated as cash flow hedges: Coffee-related derivative assets (1) $ 4 $ — $ 4 $ — Coffee-related derivative liabilities (1) 158 — 158 — Derivative instruments not designated as accounting hedges: Coffee-related derivative assets (1) 64 — 64 — Coffee-related derivative liabilities (1) 2,478 — 2,478 — ____________________ (1) |
Accounts Receivable, Net
Accounts Receivable, Net | 6 Months Ended |
Dec. 31, 2023 | |
Receivables [Abstract] | |
Accounts Receivable, Net | Note 7. Accounts Receivable, Net (In thousands) December 31, 2023 June 30, 2023 Trade receivables $ 28,262 $ 42,914 Other receivables (1) 5,298 2,631 Allowance for credit losses (710) (416) Accounts receivable, net $ 32,850 $ 45,129 __________ (1) Includes vendor rebates, transition services receivables and other non-trade receivables. |
Inventories
Inventories | 6 Months Ended |
Dec. 31, 2023 | |
Inventory Disclosure [Abstract] | |
Inventories | Note 8. Inventories (In thousands) December 31, 2023 June 30, 2023 Coffee Processed $ 18,809 $ 15,860 Unprocessed 8,576 7,409 Total $ 27,385 $ 23,269 Tea and culinary products Processed 23,749 21,418 Unprocessed 54 63 Total $ 23,803 $ 21,481 Coffee brewing equipment parts 4,281 4,526 Total inventories $ 55,469 $ 49,276 |
Property, Plant and Equipment
Property, Plant and Equipment | 6 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Note 9. Property, Plant and Equipment (In thousands) December 31, 2023 June 30, 2023 Buildings and facilities $ 20,431 $ 20,146 Machinery, vehicles and equipment 136,871 144,473 Capitalized software 8,770 7,934 Office furniture and equipment 8,291 8,231 $ 174,363 $ 180,784 Accumulated depreciation (141,348) (147,920) Land 918 918 Property, plant and equipment, net $ 33,933 $ 33,782 Coffee Brewing Equipment (“CBE”) and Service Capitalized CBE included in machinery and equipment above are: (In thousands) December 31, 2023 June 30, 2023 Coffee Brewing Equipment $ 92,250 $ 93,159 Accumulated depreciation (66,183) (66,953) Coffee Brewing Equipment, net $ 26,067 $ 26,206 Depreciation expense related to capitalized CBE and other CBE related expenses provided to customers and reported in cost of goods sold were as follows: Three Months Ended December 31, Six Months Ended December 31, (In thousands) 2023 2022 2023 2022 Depreciation expense in COGS $ 1,790 $ 1,810 $ 3,585 $ 3,618 CBE Costs excl. depreciation exp 8,807 7,215 18,691 14,419 |
Intangible Assets
Intangible Assets | 6 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Note 10. Intangible Assets The following is a summary of the Company’s amortized and unamortized intangible assets: December 31, 2023 June 30, 2023 (In thousands) Weighted Average Amortization Period as of December 31, 2023 Gross Carrying Accumulated Net Gross Carrying Accumulated Net Amortized intangible assets: Customer relationships 3.2 $ 33,003 $ (25,195) $ 7,808 $ 33,003 $ (24,092) $ 8,911 Recipes 0.0 930 (930) — 930 (885) 45 Trade name/brand name 0.0 510 (510) — 510 (495) 15 Total amortized intangible assets $ 34,443 $ (26,635) $ 7,808 $ 34,443 $ (25,472) $ 8,971 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 $ 38,965 $ (26,635) $ 12,330 $ 38,965 $ (25,472) $ 13,493 Aggregate amortization expense for the three months ended December 31, 2023 and 2022 was $0.6 million in each period. Aggregate amortization expense for the six months ended December 31, 2023 and 2022 was $1.2 million in each period. |
Employee Benefit Plans
Employee Benefit Plans | 6 Months Ended |
Dec. 31, 2023 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plans | Note 11. Employee Benefit Plans Single Employer Pension Plans As of December 31, 2023, the Company has two defined benefit pension plans for certain employees, the "Farmer Bros. Plan" and the “Hourly Employees' Plan.” The Company froze benefit accruals and participation in these plans effective June 30, 2011 and October 1, 2016, respectively. After the plan freezes, participants do not accrue any benefits under the plan, and new hires are not eligible to participate in the plan. The net periodic benefit cost for the defined benefit pension plans is as follows: Three Months Ended December 31, Six Months Ended December 31, (In thousands) 2023 2022 2023 2022 Interest cost $ 1,204 $ 1,156 $ 2,408 $ 2,312 Expected return on plan assets (1,122) (1,009) (2,244) (2,018) Amortization of net loss (1) 207 281 413 563 Net periodic benefit cost $ 289 $ 428 $ 577 $ 857 ___________ (1) These amounts represent the estimated portion of the net loss in AOCI that is expected to be recognized as a component of net periodic benefit cost over the current fiscal year. Weighted-Average Assumptions Used to Determine Net Periodic Benefit Cost December 31, 2023 June 30, 2023 Discount rate 5.05% 4.50% Expected long-term return on plan assets 7.00% 6.50% 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. 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. Contributions made by the Company to the multiemployer pension plans were as follows: Three Months Ended December 31, Six Months Ended December 31, (In thousands) 2023 2022 2023 2022 Contributions to WCTPP $ 356 $ 378 $ 672 $ 665 Contributions to All Other Plans 10 8 18 16 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 expire on or before March 31, 2027. 401(k) Plan Farmer Bros. Co. 401(k) Plan (the “401(k) Plan”) is available to all eligible employees. The Company has a matching program that 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. Beginning in January 2022, the Company amended the 401(k) matching program, 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. On January 1, 2023, the Company changed its match to 100% of the first 3% each eligible employee contributes plus 50% on the next 2% they contribute. Effective January 1, 2024, the Company amended the 401(k) matching program, whereby the Company on an annual basis will contribute cash for 100% of the first 3% each eligible employee contributes plus 50% on the next 2% they contribute. The Company recorded matching contributions of $0.4 million and $0.6 million in operating expenses in the three months ended December 31, 2023 and 2022, respectively. The Company recorded matching contributions of $0.5 million and $1.1 million in operating expenses in the six months ended December 31, 2023 and 2022, respectively. During the three months ended December 31, 2023 and 2022, the Company contributed a total of 171,786 and 264,712 of shares Common Stock with a value of $0.6 million and $0.6 million, respectively, to eligible participants’ annual plan compensation. During the six months ended December 31, 2023 and 2022, the Company contributed a total of 325,832 and 521,764 of shares Common Stock with a value of $0.8 million and $1.2 million, respectively, to eligible participants’ annual plan compensation. |
Debt Obligations
Debt Obligations | 6 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Debt Obligations | Note 12. Debt Obligations The following table summarizes the Company’s debt obligations: December 31, 2023 June 30, 2023 (In thousands) Debt Origination Date Maturity Principal Borrowing Amount Carrying Value Weighted Average Interest Rate Carrying Value Weighted Average Interest Rate Revolver Various 4/26/2027 N/A $ 23,300 7.06 % $ 23,021 6.66 % Revolver Facility On April 26, 2021, the Company entered into a senior secured facility which included a Revolver Credit Facility Agreement (the "Revolver Credit Facility"). The Revolver Credit Facility had a commitment of up to $80.0 million and a maturity date of April 25, 2025. On 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, as administrative agent for each member of the lender group and as a lender. 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. On June 30, 2023, the Company and certain of its subsidiaries entered into that certain Consent and Amendment No. 4 to Credit Agreement (the “Fourth Amendment”), with the lenders party thereto, and Wells Fargo Bank, National Association, as administrative agent for each member of the lender group. The Fourth Amendment amends that certain Revolver Credit Facility Agreement, originally entered into by and among the parties on April 26, 2021. The Fourth Amendment includes a consent to the Sale by the administrative agent and the lenders and amends certain terms and conditions of the Credit Agreement by, among other things: (i) reflecting the payoff in full, with proceeds from the Sale, of the $47.0 million outstanding amount of the Term Loan, (ii) reflecting the paydown, with proceeds from the Sale, of the Revolver Credit Facility (and a reduction of the maximum commitment of the lenders under the Revolver Credit Facility to $75.0 million), (iii) releasing liens of the administrative agent securing the obligations under the Credit Agreement on assets sold pursuant to the Sale, and (iv) amending the Credit Agreement so that the Company's financial covenant (i.e., fixed charge coverage ratio) is only in effect during such times when the Company's liquidity falls below certain thresholds. On December 4, 2023 (the “Effective Date”), the Company, and certain of its subsidiaries entered into that certain Consent and Amendment No. 5 to Credit Agreement (the “Consent and Amendment”), with the lenders party thereto (the “Lenders”), and Wells Fargo Bank, National Association, as administrative agent for each member of the lender group (in such capacity, the “Agent”) to amended certain terms of the agreement, including the definition of specified real property and the release of security interests in certain real properties. The Consent and Amendment amends that certain Credit Agreement, originally entered into by the parties on April 26, 2021, which governs the Company’s revolving credit facility (as amended or otherwise modified, the “Credit Agreement”). The following is a summary description of the Revolver Credit Facility Agreement and the Revolver Security Agreement (the "Revolver Security Facility") key items. The Revolver Credit Facility Agre ement, among other things include: 1. a commitment of up to $75.0 million (“Revolver”) calculated as the lesser of (a) $75.0 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 26, 2027 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 if the relevant Obligation is a SOFR Loan, at a per annum rate equal to Term SOFR plus the SOFR Margin (1.75%), and otherwise, at a per annum rate equal to the Base Rate (the greater of the Federal Funds Rate + 0.5% or Term SOFR +1%) plus the Base Rate Margin (0.75%).; and 6. in the event that Borrowers’ availability to borrow under the Revolver falls below $9.375 million, the financial covenant requires the Company to meet or exceed 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. There are no required principal payments on the Revolver debt obligation. At December 31, 2023 , the Company had outstanding borrowings on the Revolver Credit Facility of $23.3 million and had utilized $4.6 million of the letters of credit sublimit. At December 31, 2023, we h ad $24.5 million av ailable for borrowing under our Revolver Credit Facility. As of December 31, 2023, the Company was in compliance with all of the financial covenants under the Revolver Credit Facility Agreement. Furthermore, the Company believes it will be in compliance with the related financial covenants under this agreement for the next 12 months. |
Share-Based Compensation
Share-Based Compensation | 6 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Share-Based Compensation | Note 13. Share-based Compensation Farmer Bros. Co. Amended and Restated 2017 Long-Term Incentive Plan (the “2017 Plan”) As of December 31, 2023, there were 2,192,067 shares available under the 2017 Plan including shares that were forfeited under the prior plans for future issuance. Farmer Bros. Co. 2020 Inducement Incentive Award Plan (the “2020 Inducement Plan”) As of December 31, 2023, there were 202,256 shares available under the 2020 Inducement Plan. Non-qualified stock options with time-based vesting (“NQOs”) One-third of the total number of shares subject to each 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. There were no NQOs granted during the six months ended December 31, 2023. The following table summarizes NQO activity for six months ended December 31, 2023: Outstanding NQOs: Number Weighted Weighted Aggregate Outstanding at June 30, 2023 331,658 11.69 3.35 $ — Granted — — — — Exercised — — — — Cancelled/Forfeited — — — — Expired (312,208) 11.31 — — Outstanding at December 31, 2023 19,450 17.75 2.64 $ — Exercisable at December 31, 2023 19,450 17.75 2.64 $ — There were no NQOs exercised during six months ended December 31, 2023 and 2022. At December 31, 2023 and June 30, 2023, there was no unrecognized NQO compensation cost. Total compensation expense for NQOs was $24 thousand and $0.1 million for the three and six months ended December 31, 2022. Non-qualified stock options with performance-based and time-based vesting ( “ PNQs”) The following table summarizes PNQ activity for the six months ended December 31, 2023: Outstanding PNQs: Number Weighted Weighted Aggregate Outstanding at June 30, 2023 991 32.85 0.36 $ — Granted — — — — Exercised — — — — Cancelled/Forfeited — — — — Expired (991) 32.85 — — Outstanding at December 31, 2023 — — 0.00 $ — Exercisable at December 31, 2023 — — 0.00 $ — There were no PNQs exercised during six months ended December 31, 2023 and 2022. At December 31, 2023 and 2022, there was no PNQ compensation expense and no unrecognized PNQ compensation cost. Restricted Stock The following table summarizes restricted stock activity for the six months ended December 31, 2023: Outstanding and Nonvested Restricted Stock Awards: Shares Weighted Average Outstanding and nonvested at June 30, 2023 882,554 6.14 Granted 292,651 2.50 Vested/Released (226,993) 6.66 Cancelled/Forfeited (306,086) 6.61 Outstanding and nonvested at December 31, 2023 642,126 4.05 The weighted average grant date fair value of RSUs granted during the quarter ended December 31, 2023 and 2022 were $2.42 and $6.15 , respectively. The total grant-date fair value of restricted stock granted during the six months ended December 31, 2023 was $0.7 million . The total fair value of awards vested during the six months ended December 31, 2023 and 2022 were $0.6 million and $1.6 million , respectively. At December 31, 2023 and June 30, 2023, there was $1.5 million and $3.6 million, respectively, of unrecognized compensation cost related to restricted stock. The unrecognized compensation cost related to restricted stock at December 31, 2023 is expected to be recognized over the weighted average period of 2.1 years . Total compensation expense for restricted stock was $0.4 million and $0.7 million, respectively, in the three months ended December 31, 2023 and 2022. Total compensation expense for restricted stock was $1.0 million and $1.4 million, respectively, in the six months ended December 31, 2023 and 2022. Performance-Based Restricted Stock Units (“PBRSUs”) The following table summarizes PBRSU activity for the six months ended December 31, 2023: Outstanding and Nonvested PBRSUs: PBRSUs Weighted Average Outstanding and nonvested at June 30, 2023 549,291 5.92 Granted 180,000 2.42 Vested/Released (134,660) 4.10 Cancelled/Forfeited (414,631) 6.51 Outstanding and nonvested at December 31, 2023 180,000 2.42 The weighted average grant date fair value of PBRSUs granted during the quarter ended December 31, 2023 and 2022 were $2.42 and $6.40, respectively. The total grant-date fair value of PBRSU granted during the six months ended December 31, 2023 was $0.4 million . The total fair value of awards vested during the six months ended December 31, 2023 and 2022 were $0.3 million and $3 thousand, respectively . At December 31, 2023 and June 30, 2023, there was $0.4 million and $1.7 million, respectively, of unrecognized PBRSU compensation cost. The unrecognized PBRSU compensation cost at December 31, 2023 is expected to be recognized over the weighted average period of 2.9 years. Total compensation expense for PBRSUs was $22 thousand and $0.2 million, respectively, for the three months ended December 31, 2023 and 2022. Total compensation expense for PBRSUs was $0.2 million and $0.4 million, respectively, for the six months ended December 31, 2023 and 2022. Cash-Settled Restricted Stock Units (“CSRSUs”) CSRSUs vest in equal installments over a three-year period from the grant date, and are cash-settled upon vesting based on the closing share price of Common Stock 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 closing share price of Common Stock. The following table summarizes CSRSU activity for the six months ended December 31, 2023: Outstanding and Nonvested CSRSUs: CSRSUs Weighted Average Outstanding and nonvested at June 30, 2023 184,807 6.15 Granted 556,000 2.42 Vested/Released (63,934) 6.25 Cancelled/Forfeited (27,380) 6.46 Outstanding and nonvested at December 31, 2023 649,493 2.92 The weighted average grant date fair value of CRSUs granted during the quarter ended December 31, 2023 and 2022 were $2.42 and $6.40, respectively. The total grant-date fair value of CRSU granted during the six months ended December 31, 2023 was $1.3 million. The total fair value of awards vested during the six months ended December 31, 2023 and 2022 was $0.2 million and $0.2 million, respectively. At December 31, 2023 and June 30, 2023, there was $1.7 million and $0.4 million, respectively, of unrecognized compensation cost related to CSRSU. The unrecognized compensation cost related to CSRSU at December 31, 2023 is expected to be recognized over the weighted average period of 2.7 years . Total compensation expense for CSRSUs was $0.1 million and $0.1 million , respectively for the three months ended December 31, 2023 and 2022. Total compensation expense for CSRSUs was $0.2 million and $0.1 million, respectively for the six months ended December 31, 2023 and 2022. |
Other Current Liabilities
Other Current Liabilities | 6 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
Other Current Liabilities | Note 14. Other Current Liabilities Other current liabilities consist of the following: (In thousands) December 31, 2023 June 30, 2023 Accrued workers’ compensation liabilities $ 708 $ 992 Finance lease liabilities 193 193 Other (1) 2,856 3,334 Other current liabilities $ 3,757 $ 4,519 _________ (1) Includes accrued property taxes, sales and use taxes and insurance liabilities. |
Other Long-Term Liabilities
Other Long-Term Liabilities | 6 Months Ended |
Dec. 31, 2023 | |
Other Liabilities Disclosure [Abstract] | |
Other Long-Term Liabilities | Note 15. Other Long-Term Liabilities Other long-term liabilities include the following: (In thousands) December 31, 2023 June 30, 2023 Derivative liabilities—noncurrent $ 1,218 $ — Deferred compensation (1) $ 353 $ 267 Finance lease liabilities 181 270 Other long-term liabilities $ 1,752 $ 537 ___________ (1) Includes payroll taxes and cash-settled restricted stock units liabilities. |
Income Taxes
Income Taxes | 6 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 16. Income Taxes The income tax expense and the related effective tax rates are as follows (in thousands, except effective tax rate): Three Months Ended December 31, Six Months Ended December 31, 2023 2022 2023 2022 Income tax expense $ 164 $ 40 $ 32 $ 83 Effective tax rate 5.7 % (0.5) % 2.2 % (0.8) % The Company’s interim tax provision is determined using an estimated annual effective tax rate and adjusted for discrete taxable events that may occur during the quarter. The Company recognizes the effects of tax legislation in the period in which the law is enacted. Deferred tax assets and liabilities are remeasured using enacted tax rates expected to apply to taxable income in the years the Company estimates the related temporary differences to reverse. The Company evaluates its deferred tax assets quarterly to determine if a valuation allowance is required. In making such 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. Tax expense in the three months ended December 31, 2023 was $164 thousand compared to $40 thousand in the three months ended December 31, 2022, which primarily relates to state income tax, the change in previously recorded valuation allowance and the change in our estimated deferred tax liability. Tax expense in the six months ended December 31, 2023 was $32 thousand compared to $83 thousand in the six months ended December 31, 2022, which primarily relates to state income tax, the change in previously recorded valuation allowance and the change in our estimated deferred tax liability. The Company files its tax returns as prescribed by the tax laws of the jurisdictions in which it operates. In the normal course of business, the Company is subject to examination by U.S. federal, state and local tax authorities. With limited exceptions, as of December 31, 2023, the Company is no longer subject to income tax audits by taxing authorities for any years prior to 2020. 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. |
Net Income (Loss) Per Common Sh
Net Income (Loss) Per Common Share | 6 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) Per Common Share | Note 17. Net Income (Loss) Per Common Share Basic net income (loss) per common share is calculated by dividing net income (loss) attributable to the Company by the weighted average number of common shares outstanding during the periods presented. Diluted net income (loss) per common share is calculated by dividing diluted net income (loss) attributable to the Company by the weighted average number of common shares outstanding adjusted to include the effect, if dilutive, of the exercise of in-the-money stock options, unvested performance-based restricted stock units, RSUs and shares of the Company’s Series A Convertible Participating Cumulative Perpetual Preferred Stock, par value $1.00 per share (“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). Potentially dilutive securities include unvested RSUs and performance-based restricted stock units. For the three and six months ended December 31, 2022, shares of the Company’s outstanding RSUs, PBRSUs and stock options were not included in the computation of diluted loss per common share as their effects were anti-dilutive. The following table presents the computation of basic and diluted net earnings income (loss) per common share: Three Months Ended December 31, Six Months Ended December 31, (In thousands, except share and per share amounts) 2023 2022 2023 2022 Income (loss) from continuing operations available to common stockholders $ 2,704 $ (8,682) $ 1,397 $ (10,262) Loss from discontinued operations available to common stockholders — (4,926) — (10,720) Net income (loss) available to common stockholders—basic and diluted 2,704 (13,608) 1,397 (20,982) Weighted average shares outstanding - basic 20,728,699 18,723,957 20,565,492 19,243,707 Effect of dilutive securities: Shares issuable under RSUs and PBSRUs 188,863 — 174,811 — Weighted average common shares outstanding - diluted 20,917,562 18,723,957 20,740,303 19,243,707 Income (loss) from continuing operations per share available to common stockholders—basic and diluted $ 0.13 $ (0.47) $ 0.07 $ (0.53) Loss from discontinued operations per share available to common stockholders—basic and diluted $ — $ (0.26) $ — $ (0.56) Net income (loss) per common share available to stockholders—basic and diluted $ 0.13 $ (0.73) $ 0.07 $ (1.09) |
Preferred Stock
Preferred Stock | 6 Months Ended |
Dec. 31, 2023 | |
Preferred Stock [Abstract] | |
Preferred Stock | Note 18. 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. There are no preferred shares issued and outstanding as of December 31, 2023. Effective August 25, 2022, 12,964 shares of Series A Preferred Stock were converted into 399,208 shares of common stock 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 (“Boyd”) on October 2, 2017 pursuant to the Boyd Purchase Agreement. 1,736 shares of Series A Preferred Stock originally issued to Boyd in accordance with the terms of the Boyd Purchase Agreement were previously reacquired and cancelled by the Company as part of a settlement with Boyd on July 26, 2022. The shares of Series A Preferred Stock converted represented all of the issued and outstanding shares of Series A Preferred Stock. In connection therewith, the Company withheld the Holdback Shares against Boyd. In fiscal year 2023, as a result of the settlement entered into with Boyd, the Company recorded a $1.9 million gain on settlement with Boyd, in general and administrative expense on the consolidated statement of operations, which included the cancellation of preferred shares and settlement of acquisition-related contingent liabilities. |
Revenue Recognition
Revenue Recognition | 6 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | Note 19. 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 through Direct-store-delivery (“DSD”) to the Company’s customers at their place of business and directly from the Company’s warehouse to the customer’s warehouse, facility or address. 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: Three Months Ended December 31, Six Months Ended December 31, 2023 2022 2023 2022 (In thousands) $ % of total $ % of total $ % of total $ % of total Net Sales by Product Category: Coffee (Roasted) $ 42,005 47.0 % $ 41,887 47.1 % $ 79,896 46.6 % $ 79,754 47.3 % Tea & Other Beverages (1) 24,190 27.0 % 24,102 27.1 % 44,424 25.9 % 44,258 26.2 % Culinary 16,592 18.5 % 16,269 18.3 % 33,503 19.6 % 31,079 18.4 % Spices 5,378 6.0 % 5,709 6.4 % 10,990 6.4 % 11,733 7.0 % Delivery Surcharge 1,288 1.5 % 952 1.1 % 2,527 1.5 % 1,922 1.1 % Net sales from continuing operations by product category $ 89,453 100.0 % $ 88,919 100.0 % $ 171,340 100.0 % $ 168,746 100.0 % ____________ (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. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 20. Commitments and Contingencies For a detailed discussion about the Company’s commitments and contingencies, see Note 19, “Commitments and Contingencies” in the Notes to Consolidated Financial Statements in the 2023 Form 10-K. During the six months ended December 31, 2023, other than the following, or as otherwise disclosed herein, there were no material changes in the Company’s commitments and contingencies. Purchase Commitments As of December 31, 2023, the Company had committed to purchase green coffee inventory totaling $29.4 million under fixed-price contracts, and $19.7 million in inventory and other purchases under non-cancelable purchase orders. Legal Proceedings The Company is a party to various 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. |
Sales of Assets
Sales of Assets | 6 Months Ended |
Dec. 31, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Sales of Assets | Note 3. Discontinued Operations On June 30, 2023, the Company completed the sale of certain assets of the Company related to its direct ship and private label business, including the Company’s production facility and corporate office building in Northlake, Texas, pursuant to that certain Asset Purchase Agreement dated as of June 6, 2023, by and between the Company and TreeHouse Foods, Inc. (the "Buyer"), as amended by that certain Amendment to the Asset Purchase Agreement, dated June 30, 2023. The accounting requirements for reporting the Sale as a discontinued operation were met when the Sale was completed as of June 30, 2023. Accordingly, the consolidated financial statements reflect the results of the Sale as a discontinued operation. As of December 31, 2023, the Company recorded a net loss of $1.2 million related to a working capital adjustment. The Company also entered into (i) a Transition Services Agreement with the Buyer pursuant to which the Company will provide the Buyer certain specified services on a temporary basis, (ii) a Co-Manufacturing Agreement with the Buyer pursuant to which the Company and Buyer will manufacture certain products for each other on a temporary basis and (iii) a Lease Agreement with the Buyer pursuant to which the Company will lease office and warehouse space from the Buyer on a temporary basis. There was no activity related to the discontinued operations for the three and six months ended December 31, 2023. The operating results of the divested operations have been reclassified as discontinued operations in the Consolidated Statements of Operations for the three and six months ended December 31, 2022, as detailed in the table below: (In thousands) Three Months Ended December 31, 2022 Six Months Ended December 31, 2022 Net sales $ 43,773 $ 85,327 Cost of goods sold 44,407 86,382 Gross (loss) profit (634) (1,055) Selling expenses 1,588 3,423 General and administrative expenses 1,245 2,504 Operating expense 2,833 5,927 Loss from discontinued operations (3,467) (6,982) Other (expense) income: Interest expense (1,722) (4,293) Other, net 263 555 Total other (expense) (1,459) (3,738) Loss from discontinued operations before taxes (4,926) (10,720) Income tax benefit — — Loss from discontinued operations, net of income taxes $ (4,926) $ (10,720) Interest expense for the Revolver (as defined below) was allocated on a ratio of net assets discontinued to the sum of consolidated net assets plus consolidated debt and the Term Loan (as defined below) was fully allocated to discontinued operations as it was required to be repaid in full. Applicable Consolidated Statements of Cash Flow information related to the divested operations for the six month period ended December 31, 2022 is detailed in the table below: (In thousands) December 31, 2022 Cash Flows from Discontinued Operations Net cash used in operating activities $ (13,518) Net cash used in investing activities (1,782) Note 21. Sales of Assets Sale of Branch Properties |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Dec. 31, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Pay vs Performance Disclosure | ||||||
Net income (loss) | $ 2,704 | $ (1,307) | $ (13,608) | $ (7,374) | $ 1,397 | $ (20,982) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Dec. 31, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States (“GAAP”) for complete consolidated financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation of the interim financial data have been included. Operating results for the three and six months ended December 31, 2023 are not necessarily indicative of the results that may be expected for the fiscal year ending June 30, 2024. The accompanying unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2023, filed with the Securities and Exchange Commission (the “SEC”) on September 12, 2023, as amended by the Form 10-K/A filed on October 27, 2023 (as amended, the “2023 Form 10-K”). For a detailed discussion about the Company’s significant accounting policies, see Note 2, “ Summary of Significant Accounting Policies, ” in the Notes to Consolidated Financial Statements in the 2023 Form 10-K. During the three and six months ended December 31, 2023, there were no significant updates made to the Company’s significant accounting policies. |
Principles of Consolidation | 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. Certain amounts disclosed in fiscal 2023 have been reclassified to conform with the discontinued operations. |
Use of Estimates | 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 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. |
Concentration of Credit Risk | Concentration of Credit Risk At December 31, 2023 and June 30, 2023, 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. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company considers the applicability and impact of all Accounting Standards Updates (“ASUs”) issued by the Financial Accounting Standards Board (the “FASB”). 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 recent ASUs applicable to the Company: 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 subject to LIBOR. 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, 2024. The Company does not anticipate any material impacts on its consolidated financial statements. In December 2023, the FASB issued ASU No. 2023-09, “Income Taxes (Topic 740)”, Improvements to Income Tax Disclosures The amendments in this Update address investor requests for more Effective for The Company is still evaluating the impact of this standard. In November 2023, the FASB issued ASU No. 2023-07, “Segment Reporting (Topic 280)”, Improvements to Reportable Segment Disclosures. The amendments in this Update are to improve the disclosures about a public entity’s reportable segments and address requests from investors for additional, more detailed information about a reportable segment’s expenses. Effective for The Company is still evaluating the impact of this standard. |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 6 Months Ended |
Dec. 31, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Consolidated Operations and Cash Flows | The operating results of the divested operations have been reclassified as discontinued operations in the Consolidated Statements of Operations for the three and six months ended December 31, 2022, as detailed in the table below: (In thousands) Three Months Ended December 31, 2022 Six Months Ended December 31, 2022 Net sales $ 43,773 $ 85,327 Cost of goods sold 44,407 86,382 Gross (loss) profit (634) (1,055) Selling expenses 1,588 3,423 General and administrative expenses 1,245 2,504 Operating expense 2,833 5,927 Loss from discontinued operations (3,467) (6,982) Other (expense) income: Interest expense (1,722) (4,293) Other, net 263 555 Total other (expense) (1,459) (3,738) Loss from discontinued operations before taxes (4,926) (10,720) Income tax benefit — — Loss from discontinued operations, net of income taxes $ (4,926) $ (10,720) Applicable Consolidated Statements of Cash Flow information related to the divested operations for the six month period ended December 31, 2022 is detailed in the table below: (In thousands) December 31, 2022 Cash Flows from Discontinued Operations Net cash used in operating activities $ (13,518) Net cash used in investing activities (1,782) |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Summary of Lease Expense and Other Information | The components of lease expense are as follows: Three Months Ended December 31, Six Months Ended December 31, (In thousands) 2023 2022 2023 2022 Operating lease expense $ 3,445 $ 1,986 $ 6,322 $ 3,946 Finance lease expense: Amortization of finance lease assets 41 41 82 82 Interest on finance lease liabilities 7 9 13 18 Total lease expense $ 3,493 $ 2,036 $ 6,417 $ 4,046 Other Information: Six Months Ended December 31, (In thousands) 2023 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 6,319 $ 3,882 Operating cash flows from finance leases 13 18 Financing cash flows from finance leases 96 96 |
Summary of Maturities of Lease Liabilities, Operating Leases | Maturities of lease liabilities are as follows: December 31, 2023 (In thousands) Operating Leases Finance Leases 2024 $ 6,371 $ 96 2025 11,168 193 2026 6,749 96 2027 4,541 — 2028 3,521 — Thereafter 887 — Total lease payments 33,237 385 Less: interest (3,487) (25) Total lease obligations $ 29,750 $ 360 |
Summary of Maturities of Lease Liabilities, Finance Leases | Maturities of lease liabilities are as follows: December 31, 2023 (In thousands) Operating Leases Finance Leases 2024 $ 6,371 $ 96 2025 11,168 193 2026 6,749 96 2027 4,541 — 2028 3,521 — Thereafter 887 — Total lease payments 33,237 385 Less: interest (3,487) (25) Total lease obligations $ 29,750 $ 360 |
Summary of Lease Term and Discount Rate | Lease term and discount rate: December 31, 2023 June 30, 2023 Weighted-average remaining lease terms (in years): Operating lease 4.7 5.9 Finance lease 2.0 2.5 Weighted-average discount rate: Operating lease 6.56 % 6.20 % Finance lease 6.50 % 6.50 % |
Derivative Instruments (Tables)
Derivative Instruments (Tables) | 6 Months Ended |
Dec. 31, 2023 | |
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 December 31, 2023 and June 30, 2023: (In thousands) December 31, 2023 June 30, 2023 Derivative instruments designated as cash flow hedges: Long coffee pounds 300 1,538 Derivative instruments not designated as cash flow hedges: Long coffee pounds 22 6,713 Short coffee pounds — (4,388) Total 322 3,863 |
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 (In thousands) December 31, 2023 June 30, 2023 December 31, 2023 June 30, 2023 Financial Statement Location: Short-term derivative assets: Coffee-related derivative instruments (1) $ 94 $ 4 $ 185 $ 64 Long-term derivative assets: Coffee-related derivative instruments (2) — — 19 — Short-term derivative liabilities: Coffee-related derivative instruments (3) — 158 498 2,478 Long-term derivative liabilities: Coffee-related derivative instruments (4) — — 1,218 — ________________ (1) Included in “Short-term derivative assets” on the Company's consolidated balance sheets. (2) Included in “Other 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 “Interest expense”. Three Months Ended December 31, Six Months Ended December 31, Financial Statement Classification (In thousands) 2023 2022 2023 2022 Net (losses) gains recognized from AOCI to earnings - Interest rate swap — (6) — 386 Interest Expense Net losses reclassified from AOCI to earnings for de-designated Interest rate swap — (273) — (952) Interest Expense Net gain (losses) recognized in AOCI - Coffee-related 606 (2,284) 151 (2,812) AOCI Net (losses) gains recognized in earnings - Coffee - related (802) 600 (630) 1,881 Cost 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: Three Months Ended December 31, Six Months Ended December 31, (In thousands) 2023 2022 2023 2022 Net (gains) losses on coffee-related derivative instruments (1) $ (1,177) $ (4,167) $ 202 $ (3,605) Non-operating pension and other postretirement benefits 915 727 1,831 1,455 Other gains, net 586 (93) 1,162 (67) Other, net $ 324 $ (3,533) $ 3,195 $ (2,217) ___________ (1) Excludes net gains and losses on coffee-related derivative instruments designated as cash flow hedges recorded in cost of goods sold in the three and six months ended December 31, 2023 and 2022. |
Schedule of Accumulated Other 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: Three Months Ended December 31, Six Months Ended December 31, (In thousands) 2023 2022 2023 2022 Accumulated other comprehensive loss (income) beginning balance $ 1,803 $ (170) $ 1,176 $ (1,692) Net (losses) gains recognized from AOCI to earnings - Interest rate swap — (6) — 386 Net losses reclassified from AOCI to earnings for partial unwind of interest swap - Interest rate swap — (273) — (952) Net (gains) losses recognized in AOCI - Coffee-related (606) 2,284 (151) 2,812 Net (losses) gains recognized in earnings - Coffee - related (802) 600 (630) 1,881 Accumulated other comprehensive loss ending balance $ 395 $ 2,435 $ 395 $ 2,435 |
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 counterparties as of the reporting dates indicated: (In thousands) Gross Amount Reported on Balance Sheet Netting Adjustments Cash Collateral Posted Net Exposure December 31, 2023 Derivative Assets $ 298 $ (298) $ — $ — Derivative Liabilities 1,716 (298) — 1,418 June 30, 2023 Derivative Assets 68 (68) — — Derivative Liabilities 2,636 (68) — 2,568 |
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 counterparties as of the reporting dates indicated: (In thousands) Gross Amount Reported on Balance Sheet Netting Adjustments Cash Collateral Posted Net Exposure December 31, 2023 Derivative Assets $ 298 $ (298) $ — $ — Derivative Liabilities 1,716 (298) — 1,418 June 30, 2023 Derivative Assets 68 (68) — — Derivative Liabilities 2,636 (68) — 2,568 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Dec. 31, 2023 | |
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 December 31, 2023 Derivative instruments designated as cash flow hedges: Coffee-related derivative assets (1) $ 94 $ — $ 94 $ — Derivative instruments not designated as accounting hedges: Coffee-related derivative assets (1) 204 — 204 — Coffee-related derivative liabilities (1) 1,716 — 1,716 — Total Level 1 Level 2 Level 3 June 30, 2023 Derivative instruments designated as cash flow hedges: Coffee-related derivative assets (1) $ 4 $ — $ 4 $ — Coffee-related derivative liabilities (1) 158 — 158 — Derivative instruments not designated as accounting hedges: Coffee-related derivative assets (1) 64 — 64 — Coffee-related derivative liabilities (1) 2,478 — 2,478 — ____________________ (1) |
Accounts Receivable, Net (Table
Accounts Receivable, Net (Tables) | 6 Months Ended |
Dec. 31, 2023 | |
Receivables [Abstract] | |
Schedule of Accounts, Notes, Loans and Financing Receivable | (In thousands) December 31, 2023 June 30, 2023 Trade receivables $ 28,262 $ 42,914 Other receivables (1) 5,298 2,631 Allowance for credit losses (710) (416) Accounts receivable, net $ 32,850 $ 45,129 __________ |
Inventories (Tables)
Inventories (Tables) | 6 Months Ended |
Dec. 31, 2023 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | (In thousands) December 31, 2023 June 30, 2023 Coffee Processed $ 18,809 $ 15,860 Unprocessed 8,576 7,409 Total $ 27,385 $ 23,269 Tea and culinary products Processed 23,749 21,418 Unprocessed 54 63 Total $ 23,803 $ 21,481 Coffee brewing equipment parts 4,281 4,526 Total inventories $ 55,469 $ 49,276 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 6 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property, Plant and Equipment | (In thousands) December 31, 2023 June 30, 2023 Buildings and facilities $ 20,431 $ 20,146 Machinery, vehicles and equipment 136,871 144,473 Capitalized software 8,770 7,934 Office furniture and equipment 8,291 8,231 $ 174,363 $ 180,784 Accumulated depreciation (141,348) (147,920) Land 918 918 Property, plant and equipment, net $ 33,933 $ 33,782 Coffee Brewing Equipment (“CBE”) and Service Capitalized CBE included in machinery and equipment above are: (In thousands) December 31, 2023 June 30, 2023 Coffee Brewing Equipment $ 92,250 $ 93,159 Accumulated depreciation (66,183) (66,953) Coffee Brewing Equipment, net $ 26,067 $ 26,206 Depreciation expense related to capitalized CBE and other CBE related expenses provided to customers and reported in cost of goods sold were as follows: Three Months Ended December 31, Six Months Ended December 31, (In thousands) 2023 2022 2023 2022 Depreciation expense in COGS $ 1,790 $ 1,810 $ 3,585 $ 3,618 CBE Costs excl. depreciation exp 8,807 7,215 18,691 14,419 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 6 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | The following is a summary of the Company’s amortized and unamortized intangible assets: December 31, 2023 June 30, 2023 (In thousands) Weighted Average Amortization Period as of December 31, 2023 Gross Carrying Accumulated Net Gross Carrying Accumulated Net Amortized intangible assets: Customer relationships 3.2 $ 33,003 $ (25,195) $ 7,808 $ 33,003 $ (24,092) $ 8,911 Recipes 0.0 930 (930) — 930 (885) 45 Trade name/brand name 0.0 510 (510) — 510 (495) 15 Total amortized intangible assets $ 34,443 $ (26,635) $ 7,808 $ 34,443 $ (25,472) $ 8,971 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 $ 38,965 $ (26,635) $ 12,330 $ 38,965 $ (25,472) $ 13,493 |
Employee Benefit Plans (Tables)
Employee Benefit Plans (Tables) | 6 Months Ended |
Dec. 31, 2023 | |
Retirement Benefits [Abstract] | |
Schedule of Net Periodic Benefit Costs | The net periodic benefit cost for the defined benefit pension plans is as follows: Three Months Ended December 31, Six Months Ended December 31, (In thousands) 2023 2022 2023 2022 Interest cost $ 1,204 $ 1,156 $ 2,408 $ 2,312 Expected return on plan assets (1,122) (1,009) (2,244) (2,018) Amortization of net loss (1) 207 281 413 563 Net periodic benefit cost $ 289 $ 428 $ 577 $ 857 ___________ (1) These amounts represent the estimated portion of the net loss in AOCI that is expected to be recognized as a component of net periodic benefit cost over the current fiscal year. Contributions made by the Company to the multiemployer pension plans were as follows: Three Months Ended December 31, Six Months Ended December 31, (In thousands) 2023 2022 2023 2022 Contributions to WCTPP $ 356 $ 378 $ 672 $ 665 Contributions to All Other Plans 10 8 18 16 |
Summary of Weighted-Average Assumptions Used | Weighted-Average Assumptions Used to Determine Net Periodic Benefit Cost December 31, 2023 June 30, 2023 Discount rate 5.05% 4.50% Expected long-term return on plan assets 7.00% 6.50% |
Debt Obligations (Tables)
Debt Obligations (Tables) | 6 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | The following table summarizes the Company’s debt obligations: December 31, 2023 June 30, 2023 (In thousands) Debt Origination Date Maturity Principal Borrowing Amount Carrying Value Weighted Average Interest Rate Carrying Value Weighted Average Interest Rate Revolver Various 4/26/2027 N/A $ 23,300 7.06 % $ 23,021 6.66 % |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 6 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of NQO and PNQ Activity | The following table summarizes NQO activity for six months ended December 31, 2023: Outstanding NQOs: Number Weighted Weighted Aggregate Outstanding at June 30, 2023 331,658 11.69 3.35 $ — Granted — — — — Exercised — — — — Cancelled/Forfeited — — — — Expired (312,208) 11.31 — — Outstanding at December 31, 2023 19,450 17.75 2.64 $ — Exercisable at December 31, 2023 19,450 17.75 2.64 $ — The following table summarizes PNQ activity for the six months ended December 31, 2023: Outstanding PNQs: Number Weighted Weighted Aggregate Outstanding at June 30, 2023 991 32.85 0.36 $ — Granted — — — — Exercised — — — — Cancelled/Forfeited — — — — Expired (991) 32.85 — — Outstanding at December 31, 2023 — — 0.00 $ — Exercisable at December 31, 2023 — — 0.00 $ — |
Summary of Restricted Stock Activity | The following table summarizes restricted stock activity for the six months ended December 31, 2023: Outstanding and Nonvested Restricted Stock Awards: Shares Weighted Average Outstanding and nonvested at June 30, 2023 882,554 6.14 Granted 292,651 2.50 Vested/Released (226,993) 6.66 Cancelled/Forfeited (306,086) 6.61 Outstanding and nonvested at December 31, 2023 642,126 4.05 The following table summarizes CSRSU activity for the six months ended December 31, 2023: Outstanding and Nonvested CSRSUs: CSRSUs Weighted Average Outstanding and nonvested at June 30, 2023 184,807 6.15 Granted 556,000 2.42 Vested/Released (63,934) 6.25 Cancelled/Forfeited (27,380) 6.46 Outstanding and nonvested at December 31, 2023 649,493 2.92 |
Schedule of PRBRSU Activity | The following table summarizes PBRSU activity for the six months ended December 31, 2023: Outstanding and Nonvested PBRSUs: PBRSUs Weighted Average Outstanding and nonvested at June 30, 2023 549,291 5.92 Granted 180,000 2.42 Vested/Released (134,660) 4.10 Cancelled/Forfeited (414,631) 6.51 Outstanding and nonvested at December 31, 2023 180,000 2.42 |
Other Current Liabilities (Tabl
Other Current Liabilities (Tables) | 6 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of Other Current Liabilities | Other current liabilities consist of the following: (In thousands) December 31, 2023 June 30, 2023 Accrued workers’ compensation liabilities $ 708 $ 992 Finance lease liabilities 193 193 Other (1) 2,856 3,334 Other current liabilities $ 3,757 $ 4,519 _________ (1) Includes accrued property taxes, sales and use taxes and insurance liabilities. |
Other Long-Term Liabilities (Ta
Other Long-Term Liabilities (Tables) | 6 Months Ended |
Dec. 31, 2023 | |
Other Liabilities Disclosure [Abstract] | |
Other Long-Term Liabilities | Other long-term liabilities include the following: (In thousands) December 31, 2023 June 30, 2023 Derivative liabilities—noncurrent $ 1,218 $ — Deferred compensation (1) $ 353 $ 267 Finance lease liabilities 181 270 Other long-term liabilities $ 1,752 $ 537 ___________ (1) Includes payroll taxes and cash-settled restricted stock units liabilities. |
Income Taxes (Tables)
Income Taxes (Tables) | 6 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Tax | The income tax expense and the related effective tax rates are as follows (in thousands, except effective tax rate): Three Months Ended December 31, Six Months Ended December 31, 2023 2022 2023 2022 Income tax expense $ 164 $ 40 $ 32 $ 83 Effective tax rate 5.7 % (0.5) % 2.2 % (0.8) % |
Net Income (Loss) Per Common _2
Net Income (Loss) Per Common Share (Tables) | 6 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Summary of Basic and Diluted Net Earnings Loss Per Common Share | The following table presents the computation of basic and diluted net earnings income (loss) per common share: Three Months Ended December 31, Six Months Ended December 31, (In thousands, except share and per share amounts) 2023 2022 2023 2022 Income (loss) from continuing operations available to common stockholders $ 2,704 $ (8,682) $ 1,397 $ (10,262) Loss from discontinued operations available to common stockholders — (4,926) — (10,720) Net income (loss) available to common stockholders—basic and diluted 2,704 (13,608) 1,397 (20,982) Weighted average shares outstanding - basic 20,728,699 18,723,957 20,565,492 19,243,707 Effect of dilutive securities: Shares issuable under RSUs and PBSRUs 188,863 — 174,811 — Weighted average common shares outstanding - diluted 20,917,562 18,723,957 20,740,303 19,243,707 Income (loss) from continuing operations per share available to common stockholders—basic and diluted $ 0.13 $ (0.47) $ 0.07 $ (0.53) Loss from discontinued operations per share available to common stockholders—basic and diluted $ — $ (0.26) $ — $ (0.56) Net income (loss) per common share available to stockholders—basic and diluted $ 0.13 $ (0.73) $ 0.07 $ (1.09) |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 6 Months Ended |
Dec. 31, 2023 | |
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: Three Months Ended December 31, Six Months Ended December 31, 2023 2022 2023 2022 (In thousands) $ % of total $ % of total $ % of total $ % of total Net Sales by Product Category: Coffee (Roasted) $ 42,005 47.0 % $ 41,887 47.1 % $ 79,896 46.6 % $ 79,754 47.3 % Tea & Other Beverages (1) 24,190 27.0 % 24,102 27.1 % 44,424 25.9 % 44,258 26.2 % Culinary 16,592 18.5 % 16,269 18.3 % 33,503 19.6 % 31,079 18.4 % Spices 5,378 6.0 % 5,709 6.4 % 10,990 6.4 % 11,733 7.0 % Delivery Surcharge 1,288 1.5 % 952 1.1 % 2,527 1.5 % 1,922 1.1 % Net sales from continuing operations by product category $ 89,453 100.0 % $ 88,919 100.0 % $ 171,340 100.0 % $ 168,746 100.0 % ____________ (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. |
Discontinued Operations (Detail
Discontinued Operations (Details) $ in Millions | Dec. 31, 2023 USD ($) |
Discontinued Operations, Disposed of by Sale | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Net loss | $ (1.2) |
Discontinued Operations - Sched
Discontinued Operations - Schedule of Consolidated Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Other (expense) income: | ||||
Loss from discontinued operations, net of income taxes | $ 0 | $ (4,926) | $ 0 | $ (10,720) |
Discontinued Operations, Disposed of by Sale | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Net sales | 43,773 | 85,327 | ||
Cost of goods sold | 44,407 | 86,382 | ||
Gross (loss) profit | (634) | (1,055) | ||
Selling expenses | 1,588 | 3,423 | ||
General and administrative expenses | 1,245 | 2,504 | ||
Operating expense | 2,833 | 5,927 | ||
Loss from discontinued operations | (3,467) | (6,982) | ||
Other (expense) income: | ||||
Interest expense | (1,722) | (4,293) | ||
Other, net | 263 | 555 | ||
Total other (expense) | (1,459) | (3,738) | ||
Loss from discontinued operations before taxes | (4,926) | (10,720) | ||
Income tax benefit | 0 | 0 | ||
Loss from discontinued operations, net of income taxes | $ (4,926) | $ (10,720) |
Discontinued Operations - Summa
Discontinued Operations - Summary of Cash Flow (Details) - Discontinued Operations, Disposed of by Sale $ in Thousands | 6 Months Ended |
Dec. 31, 2022 USD ($) | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Net cash provided by (used in) operating activities | $ (13,518) |
Net cash provided by (used in) investing activities | $ (1,782) |
Leases - Narrative (Details)
Leases - Narrative (Details) | Dec. 31, 2023 |
Leases [Abstract] | |
Lessee, renewal term | 10 years |
Leases - Summary of Lease Expen
Leases - Summary of Lease Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Leases [Abstract] | ||||
Operating lease expense | $ 3,445 | $ 1,986 | $ 6,322 | $ 3,946 |
Finance lease expense: | ||||
Amortization of finance lease assets | 41 | 41 | 82 | 82 |
Interest on finance lease liabilities | 7 | 9 | 13 | 18 |
Total lease expense | $ 3,493 | $ 2,036 | $ 6,417 | $ 4,046 |
Leases - Summary of Maturities
Leases - Summary of Maturities of Lease Liabilities (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Operating Leases | |
2024 | $ 6,371 |
2025 | 11,168 |
2026 | 6,749 |
2027 | 4,541 |
2028 | 3,521 |
Thereafter | 887 |
Total lease payments | 33,237 |
Less: interest | (3,487) |
Total lease obligations | 29,750 |
Finance Leases | |
2024 | 96 |
2025 | 193 |
2026 | 96 |
2027 | 0 |
2028 | 0 |
Thereafter | 0 |
Total lease payments | 385 |
Less: interest | (25) |
Total lease obligations | $ 360 |
Leases - Summary of Lease Term
Leases - Summary of Lease Term and Discount Rate (Details) | Dec. 31, 2023 | Jun. 30, 2023 |
Weighted-average remaining lease terms (in years): | ||
Operating lease | 4 years 8 months 12 days | 5 years 10 months 24 days |
Finance lease | 2 years | 2 years 6 months |
Weighted-average discount rate: | ||
Operating lease | 6.56% | 6.20% |
Finance lease | 6.50% | 6.50% |
Leases - Cash Flow Information
Leases - Cash Flow Information (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Leases [Abstract] | ||
Operating cash flows from operating leases | $ 6,319 | $ 3,882 |
Operating cash flows from finance leases | 13 | 18 |
Financing cash flows from finance leases | $ 96 | $ 96 |
Derivative Instruments - Schedu
Derivative Instruments - Schedule of Notional Volumes of Derivative Instruments (Details) - lb lb in Thousands | Dec. 31, 2023 | Jun. 30, 2023 |
Derivative [Line Items] | ||
Total | 322 | 3,863 |
Cash Flow Hedging | Derivative instruments designated as cash flow hedges: | Long | ||
Derivative [Line Items] | ||
Total | 300 | 1,538 |
Cash Flow Hedging | Derivative instruments not designated as accounting hedges: | Long | ||
Derivative [Line Items] | ||
Total | 22 | 6,713 |
Cash Flow Hedging | Derivative instruments not designated as accounting hedges: | Short | ||
Derivative [Line Items] | ||
Total | 0 | 4,388 |
Derivative Instruments - Narrat
Derivative Instruments - Narrative (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Jun. 30, 2023 | Dec. 31, 2019 | Mar. 27, 2019 | |
Derivative [Line Items] | |||||||
Derivatives, percentage designated as cash flow hedges | 93% | 93% | 40% | ||||
Loss on settlement of derivative | $ 13,000 | ||||||
Cash Flow Hedging | |||||||
Derivative [Line Items] | |||||||
Derivative, term | 1 year | ||||||
Cash Flow Hedging | Cost of goods sold | |||||||
Derivative [Line Items] | |||||||
AOCI reclassification into interest expense | $ 0 | $ 0 | $ 0 | $ 0 | |||
Interest Rate Swap | |||||||
Derivative [Line Items] | |||||||
Notional amount | $ 65,000,000 | $ 80,000,000 | |||||
Coffee-related Derivative Instruments | |||||||
Derivative [Line Items] | |||||||
Cash flow hedge gain (loss) to be reclassified within twelve months | $ 100,000 |
Derivative Instruments - Fair V
Derivative Instruments - Fair Value of Derivative Instruments on the Consolidated Balance Sheets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Jun. 30, 2023 |
Derivatives, Fair Value [Line Items] | ||
Derivative asset, fair value | $ 298 | $ 68 |
Derivative liability, fair value | 1,716 | 2,636 |
Derivative instruments not designated as accounting hedges: | Short-term derivative assets | ||
Derivatives, Fair Value [Line Items] | ||
Derivative asset, fair value | 185 | 64 |
Derivative instruments not designated as accounting hedges: | Other Assets | ||
Derivatives, Fair Value [Line Items] | ||
Derivative asset, fair value | 19 | 0 |
Derivative instruments not designated as accounting hedges: | Short-term derivative liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liability, fair value | 498 | 2,478 |
Derivative instruments not designated as accounting hedges: | Other long-term liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liability, fair value | 1,218 | 0 |
Cash Flow Hedging | Derivative instruments designated as cash flow hedges: | Short-term derivative assets | ||
Derivatives, Fair Value [Line Items] | ||
Derivative asset, fair value | 94 | 4 |
Cash Flow Hedging | Derivative instruments designated as cash flow hedges: | Other Assets | ||
Derivatives, Fair Value [Line Items] | ||
Derivative asset, fair value | 0 | 0 |
Cash Flow Hedging | Derivative instruments designated as cash flow hedges: | Short-term derivative liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liability, fair value | 0 | 158 |
Cash Flow Hedging | Derivative instruments designated as cash flow hedges: | Other long-term liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liability, fair value | $ 0 | $ 0 |
Derivative Instruments - Pretax
Derivative Instruments - Pretax Effect of Derivative Instruments on Earnings and OCI (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Interest Rate Swap | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Net (losses) gains recognized from AOCI to earnings - Interest rate swap | $ 0 | $ (6) | $ 0 | $ 386 |
Net losses reclassified from AOCI to earnings for de-designated Interest rate swap | 0 | (273) | 0 | (952) |
Coffee - related | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Net gain (losses) recognized in AOCI - Coffee-related | 606 | (2,284) | 151 | (2,812) |
AOCI reclassification into interest expense | $ (802) | $ 600 | $ (630) | $ 1,881 |
Derivative Instruments - Net Re
Derivative Instruments - Net Realized and Unrealized Gains and Losses Recorded in "Other, net" (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Other, net | $ 324 | $ (3,533) | $ 3,195 | $ (2,217) |
Coffee | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Net gains on coffee-related derivative instruments | (1,177) | (4,167) | 202 | (3,605) |
Non-operating pension and other postretirement benefits | 915 | 727 | 1,831 | 1,455 |
Other gains, net | 586 | (93) | 1,162 | (67) |
Other, net | $ 324 | $ (3,533) | $ 3,195 | $ (2,217) |
Derivative Instruments - Statem
Derivative Instruments - Statement of Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Beginning Balance | $ 37,798 | $ 96,849 | $ 38,112 | $ 104,748 |
Ending Balance | 43,261 | 82,938 | 43,261 | 82,938 |
Accumulated Gain (Loss), Net, Cash Flow Hedge, Parent | ||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Beginning Balance | 1,803 | (170) | 1,176 | (1,692) |
Ending Balance | 395 | 2,435 | 395 | 2,435 |
Interest Rate Swap | Accumulated Gain (Loss), Net, Cash Flow Hedge, Parent | ||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Net gains (losses) recognized in earnings | 0 | (6) | ||
Interest Rate Swap | Accumulated Gain (Loss), Net, Cash Flow Hedge, Parent | Derivative | ||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Net gains (losses) recognized in earnings | 0 | 386 | ||
Partial Unwind of Interest Swap | Accumulated Gain (Loss), Net, Cash Flow Hedge, Parent | ||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Net gains (losses) recognized in earnings | 0 | (273) | 0 | (952) |
Coffee - related | Accumulated Gain (Loss), Net, Cash Flow Hedge, Parent | ||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Net gains (losses) recognized in earnings | (802) | 600 | (630) | 1,881 |
Net (gains) losses recognized in AOCI - Coffee-related | $ (606) | $ 2,284 | $ (151) | $ 2,812 |
Derivative Instruments - Sche_2
Derivative Instruments - Schedule of Offsetting Derivative Asset and Liability Positions (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Jun. 30, 2023 |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Derivative asset, fair value | $ 298 | $ 68 |
Derivative asset, netting adjustment | (298) | (68) |
Derivative asset, cash collateral posted | 0 | 0 |
Derivative asset, net | 0 | 0 |
Derivative liability, fair value | 1,716 | 2,636 |
Derivative liability, netting adjustment | (298) | (68) |
Derivative liability, cash collateral posted | 0 | 0 |
Derivative liability, net | $ 1,418 | $ 2,568 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - Estimate of Fair Value Measurement - Coffee-related Derivative Instruments - USD ($) $ in Thousands | Dec. 31, 2023 | Jun. 30, 2023 |
Derivative instruments designated as cash flow hedges: | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Coffee-related derivative assets | $ 94 | $ 4 |
Coffee-related derivative liabilities | 158 | |
Derivative instruments designated as cash flow hedges: | 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 | |
Derivative instruments designated as cash flow hedges: | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Coffee-related derivative assets | 94 | 4 |
Coffee-related derivative liabilities | 158 | |
Derivative instruments designated as cash flow hedges: | 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 | |
Derivative instruments not designated as accounting hedges: | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Coffee-related derivative assets | 204 | 64 |
Coffee-related derivative liabilities | 1,716 | 2,478 |
Derivative instruments not designated as accounting hedges: | 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 |
Derivative instruments not designated as accounting hedges: | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Coffee-related derivative assets | 204 | 64 |
Coffee-related derivative liabilities | 1,716 | 2,478 |
Derivative instruments not designated as accounting hedges: | 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 |
Accounts Receivable, Net (Detai
Accounts Receivable, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Jun. 30, 2023 |
Receivables [Abstract] | ||
Trade receivables | $ 28,262 | $ 42,914 |
Other receivables | 5,298 | 2,631 |
Allowance for credit losses | (710) | (416) |
Accounts receivable, net | $ 32,850 | $ 45,129 |
Inventories - Schedule of Inven
Inventories - Schedule of Inventories (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Jun. 30, 2023 |
Product Information | ||
Total | $ 55,469 | $ 49,276 |
Coffee | ||
Product Information | ||
Processed | 18,809 | 15,860 |
Unprocessed | 8,576 | 7,409 |
Total | 27,385 | 23,269 |
Tea and culinary products | ||
Product Information | ||
Processed | 23,749 | 21,418 |
Unprocessed | 54 | 63 |
Total | 23,803 | 21,481 |
Coffee brewing equipment parts | ||
Product Information | ||
Total | $ 4,281 | $ 4,526 |
Property, Plant and Equipment -
Property, Plant and Equipment - Summary of Property, Plant and Equipment (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Jun. 30, 2023 | |
Property, Plant and Equipment | |||||
Property, plant and equipment gross | $ 174,363 | $ 174,363 | $ 180,784 | ||
Accumulated depreciation | (141,348) | (141,348) | (147,920) | ||
Land | 918 | 918 | 918 | ||
Property, plant and equipment, net | 33,933 | 33,933 | 33,782 | ||
Buildings and facilities | |||||
Property, Plant and Equipment | |||||
Property, plant and equipment gross | 20,431 | 20,431 | 20,146 | ||
Machinery, vehicles and equipment | |||||
Property, Plant and Equipment | |||||
Property, plant and equipment gross | 136,871 | 136,871 | 144,473 | ||
Capitalized software | |||||
Property, Plant and Equipment | |||||
Property, plant and equipment gross | 8,770 | 8,770 | 7,934 | ||
Office furniture and equipment | |||||
Property, Plant and Equipment | |||||
Property, plant and equipment gross | 8,291 | 8,291 | 8,231 | ||
Coffee brewing equipment parts | |||||
Property, Plant and Equipment | |||||
Property, plant and equipment gross | 92,250 | 92,250 | 93,159 | ||
Accumulated depreciation | (66,183) | (66,183) | (66,953) | ||
Property, plant and equipment, net | 26,067 | 26,067 | $ 26,206 | ||
Depreciation expense in COGS | 1,790 | $ 1,810 | 3,585 | $ 3,618 | |
CBE Costs excl. depreciation exp | $ 8,807 | $ 7,215 | $ 18,691 | $ 14,419 |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | 6 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2023 | Jun. 30, 2023 | |
Amortized intangible assets: | |||
Accumulated Amortization | $ (26,635) | $ (25,472) | |
Net | 12,330 | 13,493 | |
Amortized intangible assets: | |||
Total intangible assets | 38,965 | 38,965 | |
Trademarks, trade names and brand name with indefinite lives | |||
Amortized intangible assets: | |||
Net | 4,522 | 4,522 | |
Amortized intangible assets: | |||
Gross Carrying Amount | 4,522 | 4,522 | |
Total unamortized intangible assets | |||
Amortized intangible assets: | |||
Net | 4,522 | 4,522 | |
Amortized intangible assets: | |||
Gross Carrying Amount | 4,522 | 4,522 | |
Customer relationships | |||
Amortized intangible assets: | |||
Finite-lived intangible assets, weighted average useful life | 3 years 2 months 12 days | ||
Gross Carrying Amount | 33,003 | 33,003 | |
Accumulated Amortization | (25,195) | (24,092) | |
Net | 7,808 | 8,911 | |
Recipes | |||
Amortized intangible assets: | |||
Finite-lived intangible assets, weighted average useful life | 0 years | ||
Gross Carrying Amount | 930 | 930 | |
Accumulated Amortization | (930) | (885) | |
Net | 0 | 45 | |
Trade name/brand name | |||
Amortized intangible assets: | |||
Finite-lived intangible assets, weighted average useful life | 0 years | ||
Gross Carrying Amount | 510 | 510 | |
Accumulated Amortization | (510) | (495) | |
Net | 0 | 15 | |
Total amortized intangible assets | |||
Amortized intangible assets: | |||
Gross Carrying Amount | 34,443 | 34,443 | |
Accumulated Amortization | (26,635) | (25,472) | |
Net | $ 7,808 | $ 8,971 |
Intangible Assets - Narrative (
Intangible Assets - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization expense | $ 0.6 | $ 0.6 | $ 1.2 | $ 1.2 |
Employee Benefit Plans - Net Pe
Employee Benefit Plans - Net Periodic Benefit Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Pension Plan | ||||
Components of net periodic benefit cost | ||||
Interest cost | $ 1,204 | $ 1,156 | $ 2,408 | $ 2,312 |
Expected return on plan assets | (1,122) | (1,009) | (2,244) | (2,018) |
Amortization of net loss (gain) | 207 | 281 | 413 | 563 |
Net periodic benefit cost | 289 | 428 | $ 577 | $ 857 |
Weighted average assumptions used to determine benefit obligations | ||||
Discount rate | 5.05% | 4.50% | ||
Expected long-term return on plan assets | 7% | 6.50% | ||
Multiemployer Plan | ||||
Weighted average assumptions used to determine benefit obligations | ||||
Contributions made by the Company to the multiemployer pension plans | 356 | 378 | $ 672 | $ 665 |
Other Postretirement Benefit Plan | ||||
Weighted average assumptions used to determine benefit obligations | ||||
Contributions made by the Company to the multiemployer pension plans | $ 10 | $ 8 | $ 18 | $ 16 |
Employee Benefit Plans - Narrat
Employee Benefit Plans - Narrative (Details) $ / shares in Units, $ in Millions | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||||
Jan. 04, 2024 | Jan. 01, 2023 | Jan. 31, 2022 | Dec. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) shares | Dec. 31, 2023 USD ($) plan hour $ / shares shares | Dec. 31, 2022 USD ($) shares | Jun. 30, 2023 $ / shares | Jan. 01, 2022 $ / shares | |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||||||||
Number of plans | plan | 2 | ||||||||
Number of hours threshold | hour | 1,000 | ||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 1 | $ 1 | $ 1 | $ 1 | |||||
Defined contribution plan, percentage of employee contribution | 6% | ||||||||
Defined contribution plan, percentage of employee contribution, non-union, percentage | 50% | ||||||||
Defined contribution plan, employer match | $ | $ 0.4 | $ 0.6 | $ 0.5 | $ 1.1 | |||||
First Threshold | |||||||||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||||||||
Defined contribution plan, employer matching contribution, percentage of match | 100% | ||||||||
Maximum annual contribution per an employee, percent | 3% | ||||||||
First Threshold | Subsequent Event | |||||||||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||||||||
Defined contribution plan, employer matching contribution, percentage of match | 100% | ||||||||
Maximum annual contribution per an employee, percent | 3% | ||||||||
Second Threshold | |||||||||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||||||||
Defined contribution plan, employer matching contribution, percent of eligible income | 50% | ||||||||
Maximum annual contribution per an employee, percent | 2% | ||||||||
Second Threshold | Subsequent Event | |||||||||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||||||||
Defined contribution plan, employer matching contribution, percent of eligible income | 50% | ||||||||
Maximum annual contribution per an employee, percent | 2% | ||||||||
Other Postretirement Benefit Plan | |||||||||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||||||||
Multiemployer plans, number of plans | plan | 9 | ||||||||
Restated and Amended 401K Plan | |||||||||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||||||||
Defined contribution plan, employer match | $ | $ 0.6 | $ 0.6 | $ 0.8 | $ 1.2 | |||||
Number of shares contributed | shares | 171,786 | 264,712 | 325,832 | 521,764 |
Debt Obligations - Schedule of
Debt Obligations - Schedule of Debt (Details) - Revolving Credit Facility - USD ($) $ in Thousands | Dec. 31, 2023 | Jun. 30, 2023 |
Line of Credit Facility | ||
Carrying Value | $ 23,300 | $ 23,021 |
Weighted Average Interest Rate | 7.06% | 6.66% |
Debt Obligations - Narrative (D
Debt Obligations - Narrative (Details) - USD ($) | Jun. 30, 2023 | Apr. 26, 2021 | Dec. 31, 2023 |
Line of Credit Facility | |||
Long-term borrowings under revolving credit facility | $ 23,021,000 | $ 23,300,000 | |
Term Loan | |||
Line of Credit Facility | |||
Repayments of term loan | 47,000,000 | ||
Revolver Security Agreement | Revolving Credit Facility | Line of Credit | |||
Line of Credit Facility | |||
Line of credit, maximum borrowing capacity | $ 80,000,000 | ||
Long-term borrowings under revolving credit facility | 23,300,000 | ||
Remaining borrowing capacity | 24,500,000 | ||
Revolver Security Agreement | Letter of Credit | Line of Credit | |||
Line of Credit Facility | |||
Line of credit | $ 4,600,000 | ||
Amended Revolving Credit Facility | Revolving Credit Facility | Line of Credit | |||
Line of Credit Facility | |||
Line of credit, maximum borrowing capacity | $ 75,000,000 | $ 75,000,000 | |
Eligible accounts receivable | 85% | ||
Borrowing base, percentage | 80% | ||
Borrowing base, net orderly liquidation, percentage | 85% | ||
Debt covenant, availability to borrow, minimum threshold | $ 9,375,000 | ||
Fixed charge coverage ratio, minimum | 1 | ||
Amended Revolving Credit Facility | Revolving Credit Facility | Line of Credit | Secured Overnight Financing Rate (SOFR) | |||
Line of Credit Facility | |||
Debt instrument, term SOFR margin | 0.0175 | ||
Variable rate | 1% | ||
Amended Revolving Credit Facility | Revolving Credit Facility | Line of Credit | Fed Funds Effective Rate Overnight Index Swap Rate | |||
Line of Credit Facility | |||
Variable rate | 0.50% | ||
Amended Revolving Credit Facility | Revolving Credit Facility | Line of Credit | Base Rate | |||
Line of Credit Facility | |||
Variable rate | 0.75% | ||
Amended Revolving Credit Facility | Letter of Credit | Line of Credit | |||
Line of Credit Facility | |||
Line of credit, maximum borrowing capacity | $ 10,000,000 |
Share-Based Compensation - Narr
Share-Based Compensation - Narrative (Details) | 3 Months Ended | 6 Months Ended | |||
Dec. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares | Dec. 31, 2023 USD ($) anniversary $ / shares shares | Dec. 31, 2022 USD ($) shares | Jun. 30, 2023 USD ($) | |
NQOs | |||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs | |||||
Award vesting rights, percentage | 33% | ||||
Number of anniversaries | anniversary | 3 | ||||
Number of options granted (shares) | shares | 0 | ||||
Number of options exercised (shares) | shares | 0 | 0 | |||
Compensation expense recognized | $ 24,000 | $ 100,000 | |||
Unrecognized compensation cost | $ 0 | $ 0 | $ 0 | ||
PNQs | |||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs | |||||
Number of options granted (shares) | shares | 0 | ||||
Number of options exercised (shares) | shares | 0 | 0 | |||
Compensation expense recognized | $ 0 | $ 0 | |||
Unrecognized compensation cost | 0 | 0 | 0 | 0 | |
Restricted Stock | |||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs | |||||
Compensation expense recognized | $ 400,000 | $ 700,000 | $ 1,000,000 | 1,400,000 | |
Weighted average grant date fair value (dollars per share) | $ / shares | $ 2.42 | $ 6.15 | $ 2.50 | ||
Grant date fair value of restricted stock | $ 700,000 | ||||
Total fair value of awards | 600,000 | 1,600,000 | |||
Unrecognized compensation cost, restricted stock | $ 1,500,000 | $ 1,500,000 | 3,600,000 | ||
Weighted average remaining authorization period | 2 years 1 month 6 days | ||||
Performance Based Restricted Stock Units | |||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs | |||||
Compensation expense recognized | 22,000 | $ 200,000 | $ 200,000 | 400,000 | |
Weighted average grant date fair value (dollars per share) | $ / shares | $ 2.42 | ||||
Grant date fair value of restricted stock | $ 400,000 | ||||
Total fair value of awards | 300,000 | 3,000 | |||
Unrecognized compensation cost, restricted stock | $ 400,000 | $ 400,000 | 1,700,000 | ||
Weighted average remaining authorization period | 2 years 10 months 24 days | ||||
Cash-Settled Restricted Stock Units | |||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs | |||||
Weighted average grant date fair value (dollars per share) | $ / shares | $ 2.42 | $ 6.40 | $ 2.42 | ||
Grant date fair value of restricted stock | $ 1,300,000 | ||||
Total fair value of awards | $ 200,000 | 200,000 | |||
Weighted average remaining authorization period | 2 years 8 months 12 days | ||||
Award vesting period | 3 years | ||||
Unrecognized compensation cost | $ 1,700,000 | $ 1,700,000 | $ 400,000 | ||
Compensation expense | $ 100,000 | $ 100,000 | $ 200,000 | $ 100,000 | |
2017 Plan | |||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs | |||||
Shares reserved for future issuance (in shares) | shares | 2,192,067 | 2,192,067 | |||
2020 Inducement Plan | |||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs | |||||
Shares reserved for future issuance (in shares) | shares | 202,256 | 202,256 |
Share-Based Compensation - Summ
Share-Based Compensation - Summary of NQO and PNQ Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | Jun. 30, 2023 | |
NQOs | |||
Number of shares | |||
Number of options - Beginning balance (in shares) | 331,658 | ||
Number of options granted (shares) | 0 | ||
Number of options exercised (shares) | 0 | 0 | |
Number of options cancelled/forfeited (shares) | 0 | ||
Number of options expired (shares) | (312,208) | ||
Number of options - Ending balance (in shares) | 19,450 | 331,658 | |
Weighted Average Exercise Price ($) | |||
Weighted average exercise price, beginning balance (in dollars per share) | $ 11.69 | ||
Weighted average purchase price (in dollars per share) | 0 | ||
Weighted average exercise price, exercised (in dollars per share) | 0 | ||
Weighted average exercise price, cancelled/forfeited (in dollars per share) | 0 | ||
Weighted average exercise price, expired (in dollars per share) | 11.31 | ||
Weighted average exercise price, ending balance (in dollars per share) | $ 17.75 | $ 11.69 | |
Weighted Average Remaining Life (Years) | |||
Weighted average exercise price, beginning balance | 2 years 7 months 20 days | 3 years 4 months 6 days | |
Weighted average exercise price, ending balance | 2 years 7 months 20 days | 3 years 4 months 6 days | |
Aggregate intrinsic value | $ 0 | ||
Options, vested and exercisable, outstanding (in shares) | 19,450 | ||
Options, vested and exercisable, weighted average exercise price (in dollars per share) | $ 17.75 | ||
Options, vested and exercisable, weighted average remaining contractual term | 2 years 7 months 20 days | ||
Options, vested and exercisable, intrinsic value | $ 0 | ||
PNQs | |||
Number of shares | |||
Number of options - Beginning balance (in shares) | 991 | ||
Number of options granted (shares) | 0 | ||
Number of options exercised (shares) | 0 | 0 | |
Number of options cancelled/forfeited (shares) | 0 | ||
Number of options expired (shares) | (991) | ||
Number of options - Ending balance (in shares) | 0 | 991 | |
Weighted Average Exercise Price ($) | |||
Weighted average exercise price, beginning balance (in dollars per share) | $ 32.85 | ||
Weighted average purchase price (in dollars per share) | 0 | ||
Weighted average exercise price, exercised (in dollars per share) | 0 | ||
Weighted average exercise price, cancelled/forfeited (in dollars per share) | 0 | ||
Weighted average exercise price, expired (in dollars per share) | 32.85 | ||
Weighted average exercise price, ending balance (in dollars per share) | $ 0 | $ 32.85 | |
Weighted Average Remaining Life (Years) | |||
Weighted average exercise price, beginning balance | 0 years | 4 months 9 days | |
Weighted average exercise price, ending balance | 0 years | 4 months 9 days | |
Aggregate intrinsic value | $ 0 | ||
Options, vested and exercisable, outstanding (in shares) | 0 | ||
Options, vested and exercisable, weighted average exercise price (in dollars per share) | $ 0 | ||
Options, vested and exercisable, weighted average remaining contractual term | 0 years | ||
Options, vested and exercisable, intrinsic value | $ 0 |
Share-Based Compensation - Rest
Share-Based Compensation - Restricted Stock Activity (Details) - Restricted Stock - $ / shares | 3 Months Ended | 6 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | |
Shares Awarded | |||
Beginning balance (in shares) | 882,554 | ||
Shares granted (in shares) | 292,651 | ||
Shares awarded, exercised/released (in shares) | (226,993) | ||
Shares awarded, cancelled/forfeited (in shares) | (306,086) | ||
Ending balance (in shares) | 642,126 | 642,126 | |
Weighted Average Grant Date Fair Value ($) | |||
Weighted average grant date fair value, beginning balance (in dollars per share) | $ 6.14 | ||
Weighted average grant date fair value, granted (in dollars per share) | $ 2.42 | $ 6.15 | 2.50 |
Weighted average grant date fair value, vested/released, (in dollars per share) | 6.66 | ||
Weighted average grant date fair value, cancelled/forfeited (in dollars per share) | 6.61 | ||
Weighted average grant date fair value, ending balance (in dollars per share) | $ 4.05 | $ 4.05 |
Share-Based Compensation - Perf
Share-Based Compensation - Performance-Based RSUs (Details) - Performance Based Restricted Stock Units - $ / shares | 6 Months Ended | ||
Dec. 31, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | |
Shares Awarded | |||
Beginning balance (in shares) | 549,291 | ||
Shares granted (in shares) | 180,000 | ||
Shares awarded, exercised/released (in shares) | (134,660) | ||
Shares awarded, cancelled/forfeited (in shares) | (414,631) | ||
Ending balance (in shares) | 180,000 | ||
Weighted Average Grant Date Fair Value ($) | |||
Weighted average grant date fair value (in dollars per share) | $ 2.42 | $ 5.92 | $ 6.40 |
Weighted average grant date fair value (dollars per share) | 2.42 | ||
Weighted average grant date fair value, vested/released, (in dollars per share) | 4.10 | ||
Weighted average grant date fair value, cancelled/forfeited (in dollars per share) | $ 6.51 |
Share-Based Compensation - Cash
Share-Based Compensation - Cash Settled Restricted Stock (Details) - Cash-Settled Restricted Stock Units - $ / shares | 3 Months Ended | 6 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | |
Shares Awarded | |||
Beginning balance (in shares) | 184,807 | ||
Shares granted (in shares) | 556,000 | ||
Shares awarded, cancelled/forfeited (in shares) | (27,380) | ||
Shares awarded, exercised/released (in shares) | (63,934) | ||
Ending balance (in shares) | 649,493 | 649,493 | |
Weighted Average Grant Date Fair Value ($) | |||
Weighted average grant date fair value, beginning balance (in dollars per share) | $ 6.15 | ||
Weighted average grant date fair value (dollars per share) | $ 2.42 | $ 6.40 | 2.42 |
Weighted average grant date fair value, vested/released, (in dollars per share) | 6.25 | ||
Weighted average grant date fair value, cancelled/forfeited (in dollars per share) | 6.46 | ||
Weighted average grant date fair value, ending balance (in dollars per share) | $ 2.92 | $ 2.92 |
Other Current Liabilities (Deta
Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Jun. 30, 2023 |
Payables and Accruals [Abstract] | ||
Accrued workers’ compensation liabilities | $ 708 | $ 992 |
Finance lease liabilities | 193 | 193 |
Other | 2,856 | 3,334 |
Other current liabilities | $ 3,757 | $ 4,519 |
Other Long-Term Liabilities (De
Other Long-Term Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Jun. 30, 2023 |
Other Liabilities Disclosure [Abstract] | ||
Derivative liabilities—noncurrent | $ 1,218 | $ 0 |
Deferred compensation | 353 | 267 |
Finance lease liabilities | 181 | 270 |
Other long-term liabilities | $ 1,752 | $ 537 |
Income Taxes - Income Taxes (De
Income Taxes - Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||||
Income tax expense | $ 164 | $ 40 | $ 32 | $ 83 |
Effective tax rate | 5.70% | (0.50%) | 2.20% | (0.80%) |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||||
Income tax expense | $ 164 | $ 40 | $ 32 | $ 83 |
Net Income (Loss) Per Common _3
Net Income (Loss) Per Common Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Earnings Per Share [Abstract] | ||||
Income (loss) from continuing operations available to common stockholders | $ 2,704 | $ (8,682) | $ 1,397 | $ (10,262) |
Loss from discontinued operations available to common stockholders | 0 | (4,926) | 0 | (10,720) |
Net loss available to common stockholders - basic | 2,704 | (13,608) | 1,397 | (20,982) |
Net loss available to common stockholders - diluted | $ 2,704 | $ (13,608) | $ 1,397 | $ (20,982) |
Weighted average common shares outstanding, basic (in shares) | 20,728,699 | 18,723,957 | 20,565,492 | 19,243,707 |
Effect of dilutive securities: | ||||
Shares issuable under RSUs and PBSRUs (in shares) | 188,863 | 0 | 174,811 | 0 |
Weighted average common shares outstanding, diluted (in shares) | 20,917,562 | 18,723,957 | 20,740,303 | 19,243,707 |
Loss from continuing operations available to common stockholders per common share, basic (in dollars per share) | $ 0.13 | $ (0.47) | $ 0.07 | $ (0.53) |
Loss from continuing operations available to common stockholders per common share, diluted (in dollars per share) | 0.13 | (0.47) | 0.07 | (0.53) |
Loss from discontinued operations available to common stockholders per common share, diluted (in dollars per share) | 0 | (0.26) | 0 | (0.56) |
Loss from discontinued operations available to common stockholders per common share, basic (in dollars per share) | 0 | (0.26) | 0 | (0.56) |
Net loss available to common stockholders per common share, basic (in dollars per share) | 0.13 | (0.73) | 0.07 | (1.09) |
Net loss available to common stockholders per common share, diluted (in dollars per share) | $ 0.13 | $ (0.73) | $ 0.07 | $ (1.09) |
Preferred Stock (Details)
Preferred Stock (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Aug. 25, 2022 | Dec. 31, 2023 | Oct. 02, 2017 | |
Auction Market Preferred Securities, Stock Series [Line Items] | |||
Shares authorized, preferred (in shares) | 500,000 | ||
Preferred stock, par value (in dollars per share) | $ 1 | ||
Preferred stock, issued (in shares) | 0 | ||
Preferred stock, outstanding (in shares) | 0 | ||
Preferred Class A | |||
Auction Market Preferred Securities, Stock Series [Line Items] | |||
Shares authorized, preferred (in shares) | 21,000 | ||
Series A Preferred Stock | |||
Auction Market Preferred Securities, Stock Series [Line Items] | |||
Preferred stock, issued (in shares) | 1,736 | ||
Number of shares converted (in shares) | 12,964 | ||
Conversion price, preferred stock (in dollars per share) | $ 38.32 | ||
Shares issued upon conversion (in shares) | 399,208 | ||
Gain on settlement | $ 1.9 |
Revenue Recognition (Details)
Revenue Recognition (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Disaggregation of Revenue [Line Items] | ||||
Net Sales | $ 89,453 | $ 88,919 | $ 171,340 | $ 168,746 |
% of total | 100% | 100% | ||
Revenue Benchmark | Product Concentration Risk | ||||
Disaggregation of Revenue [Line Items] | ||||
% of total | 100% | 100% | ||
Coffee (Roasted) | ||||
Disaggregation of Revenue [Line Items] | ||||
Net Sales | $ 42,005 | $ 41,887 | $ 79,896 | $ 79,754 |
Coffee (Roasted) | Revenue Benchmark | Product Concentration Risk | ||||
Disaggregation of Revenue [Line Items] | ||||
% of total | 47% | 47.10% | 46.60% | 47.30% |
Tea & Other Beverages | ||||
Disaggregation of Revenue [Line Items] | ||||
Net Sales | $ 24,190 | $ 24,102 | $ 44,424 | $ 44,258 |
Tea & Other Beverages | Revenue Benchmark | Product Concentration Risk | ||||
Disaggregation of Revenue [Line Items] | ||||
% of total | 27% | 27.10% | 25.90% | 26.20% |
Culinary | ||||
Disaggregation of Revenue [Line Items] | ||||
Net Sales | $ 16,592 | $ 16,269 | $ 33,503 | $ 31,079 |
Culinary | Revenue Benchmark | Product Concentration Risk | ||||
Disaggregation of Revenue [Line Items] | ||||
% of total | 18.50% | 18.30% | 19.60% | 18.40% |
Spices | ||||
Disaggregation of Revenue [Line Items] | ||||
Net Sales | $ 5,378 | $ 5,709 | $ 10,990 | $ 11,733 |
Spices | Revenue Benchmark | Product Concentration Risk | ||||
Disaggregation of Revenue [Line Items] | ||||
% of total | 6% | 6.40% | 6.40% | 7% |
Delivery Surcharge | ||||
Disaggregation of Revenue [Line Items] | ||||
Net Sales | $ 1,288 | $ 952 | $ 2,527 | $ 1,922 |
Delivery Surcharge | Revenue Benchmark | Product Concentration Risk | ||||
Disaggregation of Revenue [Line Items] | ||||
% of total | 1.50% | 1.10% | 1.50% | 1.10% |
Commitments and Contingencies (
Commitments and Contingencies (Details) - Inventories $ in Millions | Dec. 31, 2023 USD ($) |
Coffee | |
Contractual Obligations | |
Purchase obligation | $ 29.4 |
Other Inventory | |
Contractual Obligations | |
Purchase obligation | $ 19.7 |
Sales of Assets - Narrative (De
Sales of Assets - Narrative (Details) $ in Millions | 6 Months Ended |
Dec. 31, 2023 USD ($) property | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Number of branch properties sold | property | 10 |
Fresno, California | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Sale price | $ 21.4 |
Sale of business | 19.7 |
Gain on sale | $ 15.5 |