Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Mar. 31, 2018 | May 08, 2018 | |
Document Documentand Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2018 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,018 | |
Trading Symbol | FARM | |
Entity Registrant Name | FARMER BROTHERS CO | |
Entity Central Index Key | 34,563 | |
Current Fiscal Year End Date | --06-30 | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 16,927,988 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2018 | Jun. 30, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 6,974 | $ 6,241 |
Short-term investments | 0 | 368 |
Accounts receivable, net | 61,988 | 46,446 |
Inventories | 75,080 | 56,251 |
Income tax receivable | 156 | 318 |
Prepaid expenses | 8,841 | 7,540 |
Total current assets | 153,039 | 117,164 |
Property, plant and equipment, net | 183,501 | 176,066 |
Goodwill | 36,561 | 10,996 |
Intangible assets, net | 32,207 | 18,618 |
Other assets | 7,127 | 6,837 |
Deferred income taxes | 45,779 | 63,055 |
Total assets | 458,214 | 392,736 |
Current liabilities: | ||
Accounts payable | 59,059 | 39,784 |
Accrued payroll expenses | 16,369 | 17,345 |
Short-term borrowings under revolving credit facility | 85,885 | 27,621 |
Short-term obligations under capital leases | 239 | 958 |
Short-term derivative liabilities | 2,604 | 1,857 |
Other current liabilities | 10,878 | 9,702 |
Total current liabilities | 175,034 | 97,267 |
Accrued pension liabilities | 49,988 | 51,281 |
Accrued postretirement benefits | 18,435 | 19,788 |
Accrued workers’ compensation liabilities | 6,365 | 7,548 |
Other long-term liabilities-capital leases | 77 | 237 |
Other long-term liabilities | 2,008 | 1,480 |
Total liabilities | 251,907 | 177,601 |
Commitments and contingencies | ||
Stockholders’ equity: | ||
Preferred stock, $1.00 par value, 500,000 shares authorized; Series A Convertible Participating Cumulative Perpetual Preferred Stock, 21,000 shares authorized; 14,700 and zero shares issued and outstanding as of March 31, 2018 and June 30, 2017, respectively; liquidation preference of $821 and $0 as of March 31, 2018 and June 30, 2017, respectively | 15 | 0 |
Common stock, $1.00 par value, 25,000,000 shares authorized; 16,927,988 and 16,846,002 shares issued and outstanding as of March 31, 2018 and June 30, 2017, respectively | 16,928 | 16,846 |
Additional paid-in capital | 54,780 | 41,495 |
Retained earnings | 199,252 | 221,182 |
Unearned ESOP shares | (2,145) | (4,289) |
Accumulated other comprehensive loss | (62,523) | (60,099) |
Total stockholders’ equity | 206,307 | 215,135 |
Total liabilities and stockholders’ equity | $ 458,214 | $ 392,736 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Mar. 31, 2018 | Jun. 30, 2017 |
Preferred stock, par value (in US$ per share) | $ 1 | $ 1 |
Preferred Stock, Shares Authorized (shares) | 500,000 | 500,000 |
Preferred Stock, Liquidation Preference, Value | $ 820,554 | $ 0 |
Common stock, par value (in US$ per share) | $ 1 | $ 1 |
Common stock, shares authorized (in shares) | 25,000,000 | 25,000,000 |
Common stock, shares issued (in shares) | 16,927,988 | 16,846,002 |
Common stock, shares outstanding (in shares) | 16,927,988 | 16,846,002 |
Cumulative Preferred Stock [Member] | ||
Preferred Stock, Shares Authorized (shares) | 21,000 | 0 |
Preferred stock, issued (in shares) | 14,700 | 0 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | |
Income Statement [Abstract] | ||||
Net sales | $ 157,927 | $ 138,187 | $ 457,006 | $ 407,700 |
Cost of goods sold | 99,117 | 84,367 | 283,670 | 247,586 |
Gross profit | 58,810 | 53,820 | 173,336 | 160,114 |
Selling expenses | 44,736 | 40,377 | 132,979 | 117,912 |
General and administrative expenses | 13,766 | 9,196 | 39,007 | 31,925 |
Restructuring and other transition expenses | 52 | 2,547 | 311 | 9,542 |
Net gain from sale of Torrance Facility | 0 | 0 | 0 | (37,449) |
Net gains from sale of spice assets | (110) | (272) | (655) | (764) |
Net gains from sales of other assets | (590) | (86) | (446) | (1,525) |
Impairment losses on intangible assets | 3,820 | 0 | 3,820 | 0 |
Operating expenses | 61,674 | 51,762 | 175,016 | 119,641 |
(Loss) income from operations | (2,864) | 2,058 | (1,680) | 40,473 |
Other (expense) income: | ||||
Dividend income | 1 | 273 | 12 | 808 |
Interest income | 0 | 147 | 2 | 435 |
Interest expense | (902) | (517) | (2,286) | (1,430) |
Other, net | 154 | 1,044 | 794 | (1,088) |
Total other (expense) income | (747) | 947 | (1,478) | (1,275) |
(Loss) income before taxes | (3,611) | 3,005 | (3,158) | 39,198 |
Income tax expense | 297 | 1,411 | 20,497 | 15,910 |
Net (loss) income | (3,908) | 1,594 | (23,655) | 23,288 |
Less: Cumulative preferred dividends, undeclared and unpaid | 128 | 0 | 257 | 0 |
Net (loss) income available to common stockholders | $ (4,036) | $ 1,594 | $ (23,912) | $ 23,288 |
Net income (loss) per common share - basic (in US$ per share) | $ (0.24) | $ 0.10 | $ (1.43) | $ 1.40 |
Net income (loss) per common share - diluted (in US$ per share) | $ (0.24) | $ 0.10 | $ (1.43) | $ 1.39 |
Weighted average common shares outstanding - basic (in shares) | 16,760,145 | 16,605,754 | 16,727,624 | 16,584,125 |
Weighted average common shares outstanding—diluted (in shares) | 16,760,145 | 16,721,774 | 16,727,624 | 16,704,200 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | |
Statement of Comprehensive Income [Abstract] | ||||
Net (loss) income | $ (3,908) | $ 1,594 | $ (23,655) | $ 23,288 |
Other comprehensive (loss) income, net of tax: | ||||
Unrealized (losses) gains on derivative instruments designated as cash flow hedges, net of tax | (2,437) | 104 | (4,148) | (1,249) |
Losses (gains) on derivative instruments designated as cash flow hedges reclassified to cost of goods sold, net of tax | 1,355 | (516) | 1,724 | (366) |
Total comprehensive (loss) income, net of tax | $ (4,990) | $ 1,182 | $ (26,079) | $ 21,673 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 9 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Cash flows from operating activities: | ||
Net (loss) income | $ (23,655,000) | $ 23,288,000 |
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | ||
Depreciation and amortization | 22,727,000 | 16,613,000 |
Provision for (recovery of) doubtful accounts | 369,000 | (44,000) |
Impairment losses on intangible assets | 3,820,000 | 0 |
Change in estimated fair value of contingent earnout consideration | (500,000) | 0 |
Interest on sale-leaseback financing obligation | 0 | 681,000 |
Restructuring and other transition expenses, net of payments | (1,084,000) | 2,191,000 |
Deferred income taxes | 20,138,000 | 15,766,000 |
Net gain from sale of Torrance Facility | 0 | (37,449,000) |
Net gains from sales of spice assets and other assets | (1,101,000) | (2,289,000) |
ESOP and share-based compensation expense | 2,892,000 | 2,996,000 |
Net losses on derivative instruments and investments | 3,292,000 | 793,000 |
Change in operating assets and liabilities: | ||
Purchases of trading securities | 0 | (4,216,000) |
Proceeds from sales of trading securities | 375,000 | 2,911,000 |
Accounts receivable | (8,417,000) | (3,994,000) |
Inventories | (9,533,000) | (13,242,000) |
Income tax receivable | 162,000 | (46,000) |
Derivative (liabilities) assets, net | (6,091,000) | 3,845,000 |
Prepaid expenses and other assets | 920,000 | (203,000) |
Accounts payable | 7,516,000 | 11,293,000 |
Accrued payroll expenses and other current liabilities | 353,000 | (5,712,000) |
Accrued postretirement benefits | (1,353,000) | (624,000) |
Other long-term liabilities | (2,476,000) | (2,028,000) |
Net cash provided by operating activities | 8,354,000 | 10,530,000 |
Cash flows from investing activities: | ||
Acquisition of businesses, net of cash acquired | 39,608,000 | 25,853,000 |
Purchases of property, plant and equipment | (25,889,000) | (35,497,000) |
Purchases of assets for construction of New Facility | (1,577,000) | (26,653,000) |
Proceeds from sales of property, plant and equipment | 1,565,000 | 3,984,000 |
Net cash used in investing activities | (65,509,000) | (84,019,000) |
Cash flows from financing activities: | ||
Proceeds from revolving credit facility | 76,513,000 | 67,583,000 |
Repayments on revolving credit facility | (18,249,000) | (23,517,000) |
Proceeds from sale-leaseback financing obligation | 0 | 42,455,000 |
Proceeds from New Facility lease financing obligation | 0 | 7,662,000 |
Repayments of New Facility lease financing obligation | 0 | (35,772,000) |
Payments of capital lease obligations | (878,000) | (1,107,000) |
Payment of financing costs | 560,000 | 0 |
Proceeds from stock option exercises | 1,062,000 | 823,000 |
Tax withholding payment - net share settlement of equity awards | 0 | 6,000 |
Net cash provided by financing activities | 57,888,000 | 58,121,000 |
Net increase (decrease) in cash and cash equivalents | 733,000 | (15,368,000) |
Cash and cash equivalents at beginning of period | 6,241,000 | 21,095,000 |
Cash and cash equivalents at end of period | 6,974,000 | 5,727,000 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Equipment acquired under capital leases | 0 | 353,000 |
Net change in derivative assets and liabilities included in other comprehensive (loss) income, net of tax | (2,424,000) | (1,615,000) |
Non-cash additions to property, plant and equipment | 2,146,000 | 8,515,000 |
Non-cash portion of earnout receivable recognized—spice assets sale | 183,000 | 229,000 |
Non-cash portion of earnout payable recognized—China Mist acquisition | 0 | 174,000 |
Cumulative preferred dividends, undeclared and unpaid | 257,250 | 0 |
China Mist Brands, Inc [Member] | ||
Supplemental disclosure of non-cash investing and financing activities: | ||
Non-cash portion of earnout payable recognized—China Mist acquisition | 0 | 500,000 |
West Coast Coffee, Inc. | ||
Supplemental disclosure of non-cash investing and financing activities: | ||
Non-cash portion of earnout payable recognized—China Mist acquisition | 0 | 600,000 |
Non-cash receivable from acquisition—post-closing final working capital adjustment | 218,000 | 0 |
Boyd Coffee [Member] | ||
Cash flows from investing activities: | ||
Acquisition of businesses, net of cash acquired | 39,500,000 | |
Supplemental disclosure of non-cash investing and financing activities: | ||
Non-cash Multiemployer Plan Holdback payable recognized—Boyd Coffee acquisition | 1,056,000 | 0 |
Series A Preferred Stock [Member] | ||
Supplemental disclosure of non-cash investing and financing activities: | ||
Non-cash portion of earnout payable recognized—China Mist acquisition | $ 11,756,000 | $ 0 |
Introduction and Basis of Prese
Introduction and Basis of Presentation | 9 Months Ended |
Mar. 31, 2018 | |
Introduction and Basis of Presentation [Abstract] | |
Introduction and Basis of Presentation | Introduction and Basis of Presentation Farmer Bros. Co., a Delaware corporation (including its consolidated subsidiaries unless the context otherwise requires, the “Company”), is a national coffee roaster, wholesaler and distributor of coffee, tea, and culinary products. Basis of Presentation The accompanying unaudited condensed 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 (consisting only of normal recurring accruals, unless otherwise indicated) considered necessary for a fair presentation of the interim financial data have been included. Operating results for the three and nine months ended March 31, 2018 are not necessarily indicative of the results that may be expected for the fiscal year ending June 30, 2018. Events occurring subsequent to March 31, 2018 have been evaluated for potential recognition or disclosure in the unaudited condensed consolidated financial statements for the three and nine months ended March 31, 2018 . The accompanying unaudited condensed 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, 2017, filed with the Securities and Exchange Commission (the “SEC”) on September 28, 2017 (the “2017 Form 10-K”). Principles of Consolidation The condensed consolidated financial statements include the accounts of the Company and its direct and indirect wholly owned subsidiaries FBC Finance Company, a California corporation, Coffee Bean Holding Co., Inc., a Delaware corporation, the parent company of Coffee Bean International, Inc., an Oregon corporation (“CBI”), CBI, China Mist Brands, Inc., a Delaware corporation, and Boyd Assets Co., a Delaware corporation. All inter-company balances and transactions have been eliminated. Use of Estimates The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed 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. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies For a detailed discussion about the Company’s significant accounting policies, see Note 2, “ Summary of Significant Accounting Policies ” to the consolidated financial statements in the 2017 Form 10-K. During the three and nine months ended March 31, 2018 , other than as set forth below and the adoption of Accounting Standards Update (“ASU”) No. 2017-12, “Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities” (“ASU 2017-12”), ASU No. 2016-09, “Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting” (“ASU 2016-09”), and ASU No. 2015-11, “Inventory (Topic 330): Simplifying the Measurement of Inventory” (“ASU 2015-11”), there were no significant updates made to the Company’s significant accounting policies. Coffee Brewing Equipment and Service The Company classifies certain expenses related to coffee brewing equipment provided to customers as cost of goods sold. These costs include the cost of the equipment as well as the cost of servicing that equipment (including service employees’ salaries, cost of transportation and the cost of supplies and parts) and are considered directly attributable to the generation of revenues from its customers. Accordingly, such costs included in cost of goods sold in the accompanying unaudited condensed consolidated financial statements in the three months ended March 31, 2018 and 2017 were $9.5 million and $7.0 million , respectively. Coffee brewing equipment costs included in cost of goods sold in the nine months ended March 31, 2018 and 2017 were $23.1 million and $19.9 million , respectively. The Company capitalizes coffee brewing equipment and depreciates it over five years and reports the depreciation expense in cost of goods sold. Such depreciation expense related to capitalized coffee brewing equipment reported in cost of goods sold in the three months ended March 31, 2018 and 2017 was $2.1 million and $2.3 million , respectively, and $6.5 million and $6.9 million , respectively, in the nine months ended March 31, 2018 and 2017. The Company capitalized coffee brewing equipment (included in machinery and equipment) in the amounts of $8.1 million and $8.3 million in the nine months ended March 31, 2018 and 2017, respectively. Net (Loss) Income Per Common Share Net (loss) income per share (“EPS”) represents net (loss) income available to common stockholders divided by the weighted-average number of common shares outstanding for the period, excluding unallocated shares held by the Company's Employee Stock Ownership Plan (“ESOP”). Dividends on the Company’s outstanding Series A Convertible Participating Cumulative Perpetual Preferred Stock, par value $1.00 per share (“Series A Preferred Stock”), that the Company has paid or intends to pay are deducted from net (loss) income in computing net (loss) income available to common stockholders. Under the two-class method, net (loss) income available to nonvested restricted stockholders and holders of Series A Preferred Stock is excluded from net (loss) income available to common stockholders for purposes of calculating basic and diluted EPS. Diluted EPS represents net income available to holders of common stock divided by the weighted-average number of common shares outstanding, inclusive of the dilutive impact of common equivalent shares outstanding during the period. Common equivalent shares include potentially dilutive shares from share-based compensation including stock options, unvested restricted stock, performance-based restricted stock units, and shares of Series A Preferred Stock, as converted, because they are deemed participating securities. In the absence of contrary information, the Company assumes 100% of the target shares are issuable under performance-based restricted stock units. The dilutive effect of Series A Preferred Stock is reflected in diluted EPS by application of the if-converted method. In applying the if-converted method, conversion will not be assumed for purposes of computing diluted EPS if the effect would be anti-dilutive. The Series A Preferred Stock is anti-dilutive whenever the amount of the dividend declared or accumulated in the current period per common share obtainable upon conversion exceeds basic EPS. See Note 19 . Impairment of Goodwill and Indefinite-lived Intangible Assets Historically, the Company performed its annual assessment of impairment of goodwill and indefinite-lived intangible assets as of June 30. During the three months ended December 31, 2017, the Company voluntarily changed its annual impairment assessment date from June 30 to January 31. The Company believes this change in assessment date, which represents a change in the method of applying an accounting principle, is preferred under the circumstances. Due to recent acquisitions, the Company’s goodwill and indefinite-lived intangible asset balances have increased. The Company believes the change in measurement date will provide additional time to complete the annual assessment of impairment of goodwill and indefinite-lived intangible assets in advance of year-end reporting. See Note 13 . Shipping and Handling Costs Shipping and handling costs incurred through outside carriers are recorded as a component of the Company’s selling expenses and were $7.6 million and $6.0 million , respectively, in the three months ended March 31, 2018 and 2017, and $19.5 million and $17.2 million , respectively, in the nine months ended March 31, 2018 and 2017. Share-based Compensation The Company measures all share-based compensation cost at the grant date, based on the fair values of the awards that are ultimately expected to vest, and recognizes that cost as an expense on a straight line-basis in its consolidated statements of operations over the requisite service period. Fair value of restricted stock and performance-based restricted stock units is the closing price of the Company's common stock on the date of grant. The Company estimates the fair value of option awards using the Black-Scholes option valuation model, which requires management to make certain assumptions for estimating the fair value of stock options at the date of grant. The Black-Scholes option valuation model was developed for use in estimating the fair value of traded options that have no vesting restrictions and are fully transferable. Because the Company’s stock options have characteristics significantly different from those of traded options, and because changes in the subjective input assumptions can materially affect the fair value estimates, in management’s opinion, the existing models may not necessarily provide a reliable single measure of the fair value of the Company’s stock options. Although the fair value of stock options is determined using an option valuation model, that value may not be indicative of the fair value observed in a willing buyer/willing seller market transaction. In addition, the Company estimates the expected impact of forfeited awards and recognizes share-based compensation cost only for those awards ultimately expected to vest. If actual forfeiture rates differ materially from the Company’s estimates, share-based compensation expense could differ significantly from the amounts the Company has recorded in the current period. The Company periodically reviews actual forfeiture experience and will revise its estimates, as necessary. The Company will recognize as compensation cost the cumulative effect of the change in estimated forfeiture rates on current and prior periods in earnings of the period of revision. As a result, if the Company revises its assumptions and estimates, the Company’s share-based compensation expense could change materially in the future. The Company’s outstanding share-based awards include performance-based non-qualified stock options (“PNQs”) and performance-based restricted stock units (“PBRSUs”) that have performance-based vesting conditions in addition to time-based vesting. Awards with performance-based vesting conditions require the achievement of certain financial and other performance criteria as a condition to the vesting. The Company recognizes the estimated fair value of performance-based awards, net of estimated forfeitures, as share-based compensation expense over the service period based upon the Company’s determination of whether it is probable that the performance targets will be achieved. At each reporting period, the Company reassesses the probability of achieving the performance criteria and the performance period required to meet those targets. Determining whether the performance criteria will be achieved involves judgment, and the estimate of share-based compensation expense may be revised periodically based on changes in the probability of achieving the performance criteria. Revisions are reflected in the period in which the estimate is changed. If performance goals are not met, no share-based compensation expense is recognized for the cancelled PNQs or PBRSUs, and, to the extent share-based compensation expense was previously recognized for those cancelled PNQs or PBRSUs, such share-based compensation expense is reversed. If performance goals are exceeded and the payout is more than 100% of the target shares, additional compensation expense is recorded in the period when that determination is certified by the Compensation Committee of the Board of Directors. See Note 16 . Recently Adopted Accounting Standards In August 2017, the Financial Accounting Standards Board (“FASB”) issued ASU 2017-12. ASU 2017-12 amends the hedge accounting model in Accounting Standards Codification (“ASC”) 815 to enable entities to better portray the economics of their risk management activities in the financial statements and enhance the transparency and understandability of hedge results. ASU 2017-12 expands an entity’s ability to hedge non-financial and financial risk components and reduce complexity in fair value hedges of interest rate risk. The guidance eliminates the requirement to separately measure and report hedge ineffectiveness and generally requires the entire change in the fair value of a hedging instrument to be presented in the same income statement line as the hedged item. The guidance also eases certain documentation and assessment requirements and modifies the accounting for components excluded from the assessment of hedge effectiveness. The guidance in ASU 2017-12 is effective for annual periods beginning after December 15, 2018, including interim periods within those fiscal years, and is effective for the Company beginning July 1, 2019. Early adoption is permitted in any interim period or fiscal year before the effective date. For cash flow and net investment hedges existing at the date of adoption, entities will apply the new guidance using a modified retrospective approach (i.e., with a cumulative effect adjustment recorded to the opening balance of retained earnings as of the initial application date). The guidance provides transition relief to make it easier for entities to apply certain amendments to existing hedges (including fair value hedges) where the hedge documentation needs to be modified. The Company early adopted ASU 2017-12 as of September 30, 2017 for its cash flow hedges related to coffee commodity purchases. Adoption of ASU 2017-12 resulted in a cumulative adjustment of $0.3 million to the opening balance of retained earnings as of October 1, 2017. Adoption of ASU 2017-12 did not have any other material effect on the results of operations, financial position or cash flows of the Company. In March 2016, the FASB issued ASU 2016-09. ASU 2016-09 was issued as part of the FASB’s Simplification Initiative. The areas for simplification in ASU 2016-09 involve several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. ASU 2016-09 requires that the tax impact related to the difference between share-based compensation for book and tax purposes be recognized as income tax benefit or expense in the reporting period in which such awards vest. ASU 2016-09 also required a modified retrospective adoption for previously unrecognized excess tax benefits. The guidance in ASU 2016-09 is effective for public business entities for annual periods beginning after December 15, 2016, including interim periods within those annual reporting periods. The Company adopted ASU 2016-09 beginning July 1, 2017 on a modified retrospective basis, recognizing all excess tax benefits previously unrecognized, as a cumulative-effect adjustment increasing deferred tax assets by $1.6 million and increasing retained earnings by the same amount as of July 1, 2017. Adoption of ASU 2016-09 did not have any other material effect on the results of operations, financial position or cash flows of the Company. In July 2015, the FASB issued ASU 2015-11. ASU 2015-11 simplifies the subsequent measurement of inventory by requiring inventory to be measured at the lower of cost and net realizable value. Entities will continue to apply their existing impairment models to inventories that are accounted for using last-in first-out or LIFO and the retail inventory method or RIM. Under current guidance, net realizable value is one of several calculations an entity needs to make to measure inventory at the lower of cost or market. ASU 2015-11 is effective for public business entities for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. Early adoption is permitted, and the guidance must be applied prospectively after the date of adoption. The Company adopted ASU 2015-11 beginning July 1, 2017. Adoption of ASU 2015-11 did not have a material effect on the results of operations, financial position or cash flows of the Company. New Accounting Pronouncements In March 2018, the FASB issued ASU No. 2018-05, “Income Taxes (Topic 740): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118” (“ASU 2018-05”). ASU 2018-05 amends ASC 740 (Income Taxes) to provide guidance on accounting for the tax effects of the Tax Cuts and Jobs Act (the “Tax Act”) pursuant to Staff Accounting Bulletin No. 118, “Income Tax Accounting Implications of the Tax Cuts and Jobs Act” (“SAB 118”), which provides guidance on accounting for the tax effects of the Tax Act. Under SAB 118, companies are able to record a reasonable estimate of the impact of the Tax Act if one is able to be determined and report it as a provisional amount during the measurement period. The measurement period is not to extend beyond one year from the enactment date. If the Company is not able to make a reasonable estimate for the impact of the Tax Act, it should not be recorded until a reasonable estimate can be made during the measurement period. The Company recorded provisional adjustments and expects to finalize the provisional amounts within one year from the enactment date. See Note 18 . In February 2018, the FASB issued ASU No. 2018-02, “Income Statement—Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income” (“ASU 2018-02”). ASU 2018-02 allows a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Act and requires certain disclosures about stranded tax effects. The guidance in ASU 2018-02 is effective for annual periods beginning after December 15, 2018, and interim periods within those fiscal years, and is effective for the Company beginning July 1, 2019 and should be applied either in the period of adoption or retrospectively. Early adoption is permitted. The Company is currently evaluating the impact ASU 2018-02 will have on its consolidated financial statements. In March 2017, the FASB issued ASU No. 2017-07, “Compensation—Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost” (“ASU 2017-07”). ASU 2017-07 amends the requirements in GAAP related to the income statement presentation of the components of net periodic benefit cost for an entity’s sponsored defined benefit pension and other postretirement plans. ASU 2017-07 changes the income statement presentation of defined benefit plan expense by requiring separation between operating expense (service cost component) and non-operating expense (all other components, including interest cost, amortization of prior service cost, curtailments and settlements, etc.). The operating expense component is reported with similar compensation costs while the non-operating expense components are reported in other income and expense. In addition, only the service cost component is eligible for capitalization as part of an asset such as inventory or property, plant and equipment. The guidance in ASU 2017-07 is effective for annual periods beginning after December 15, 2017, including interim periods within those fiscal years, and is effective for the Company beginning July 1, 2018. Because the expected operating expense component and non-operating expense components of net periodic benefit cost are not material to the consolidated financial statements of the Company, adoption of ASU 2017-07 is not expected to have a material effect on the results of operations, financial position or cash flows of the Company. In January 2017, the FASB issued ASU No. 2017-04, “Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment” (“ASU 2017-04”). The amendments in ASU 2017-04 address concerns regarding the cost and complexity of the two-step goodwill impairment test, and remove the second step of the test. An entity will apply a one-step quantitative test and record the amount of goodwill impairment as the excess of a reporting unit’s carrying amount over its fair value, not to exceed the total amount of goodwill allocated to the reporting unit. ASU 2017-04 does not amend the optional qualitative assessment of goodwill impairment. The guidance in ASU 2017-04 is effective for annual and interim goodwill impairment tests in fiscal years beginning after December 15, 2019, and is effective for the Company beginning July 1, 2020. Adoption of ASU 2017-04 is not expected to have a material effect on the results of operations, financial position or cash flows of the Company. In January 2017, the FASB issued ASU No. 2017-01, “Business Combinations (Topic 805): Clarifying the Definition of a Business” (“ASU 2017-01”). The amendments in ASU 2017-01 clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of businesses and provide a screen to determine when an integrated set of assets and activities (collectively referred to as a “set”) is not a business. If the screen is not met, the amendments (1) require that to be considered a business, a set must include, at a minimum, an input and a substantive process that together significantly contribute to the ability to create output and (2) remove the evaluation of whether a market participant could replace the missing elements. The guidance in ASU 2017-01 is effective for public business entities for annual periods beginning after December 15, 2017, including interim periods within those fiscal years. Early application is permitted in certain circumstances. ASU 2017-01 is effective for the Company beginning July 1, 2018. Adoption of ASU 2017-01 is not expected to have a material effect on the results of operations, financial position or cash flows of the Company. In November 2016, the FASB issued ASU No. 2016-18, “Statement of Cash Flows (Topic 230): Restricted Cash” (“ASU 2016-18”). The amendments require that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. As a result, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The amendments do not provide a definition of restricted cash or restricted cash equivalents. The guidance in ASU 2016-18 is effective for public business entities for annual periods beginning after December 15, 2017, including interim periods within those fiscal years. Early application is permitted in certain circumstances. ASU 2016-18 is effective for the Company beginning July 1, 2018. Adoption of ASU 2016-18 is not expected to have a material effect on the results of operations, financial position or cash flows of the Company. In August 2016, the FASB issued ASU No. 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (a consensus of the Emerging Issues Task Force)” (“ASU 2016-15”). ASU 2016-15 addresses certain issues where diversity in practice was identified in classifying certain cash receipts and cash payments based on the guidance in ASC 230. ASC 230 is principles based and often requires judgment to determine the appropriate classification of cash flows as operating, investing or financing activities. The application of judgment has resulted in diversity in how certain cash receipts and cash payments are classified. Certain cash receipts and cash payments may have aspects of more than one class of cash flows. ASU 2016-15 clarifies that an entity will first apply any relevant guidance in ASC 230 and in other applicable topics. If there is no guidance that addresses those cash receipts and cash payments, an entity will determine each separately identifiable source or use and classify the receipt or payment based on the nature of the cash flow. If a receipt or payment has aspects of more than one class of cash flows and cannot be separated, classification will depend on the predominant source or use. The guidance in ASU 2016-15 is effective for public business entities for annual periods beginning after December 15, 2017, including interim periods within those fiscal years. Early application is permitted in certain circumstances. ASU 2016-15 is effective for the Company beginning July 1, 2018. Adoption of ASU 2016-15 is not expected to have a material effect on the results of operations, financial position or cash flows of the Company. In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842)” (“ASU 2016-02”), which introduces a new lessee model that brings substantially all leases onto the balance sheet. Under the new guidance, lessees are required to recognize a lease liability, which represents the discounted obligation to make future minimum lease payments and a related right-of-use asset. For public business entities, ASU 2016-02 is effective for financial statements issued for annual periods beginning after December 15, 2018, and interim periods within those annual periods. Early application is permitted. ASU 2016-02 is effective for the Company beginning July 1, 2019. The Company is evaluating the impact this guidance will have on its consolidated financial statements and expects the adoption will have a material effect on the Company’s financial position resulting from the increase in assets and liabilities. In May 2014, the FASB issued accounting guidance which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers under ASU No. 2014-09, “Revenue from Contracts with Customers” (“ASU 2014-09”). ASU 2014-09 will replace most existing revenue recognition guidance in GAAP when it becomes effective. On August 12, 2015, the FASB issued ASU No. 2015-14, “Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date,” which defers the effective date of ASU 2014-09 by one year allowing early adoption as of the original effective date of January 1, 2017. The deferral results in the new accounting standard being effective for public business entities for annual reporting periods beginning after December 31, 2017, including interim periods within those fiscal years. ASU 2014-09 is effective for the Company beginning July 1, 2018. The Company has evaluated the provisions of ASU 2014-09 and assessed its impact on the Company’s financial statements, information systems, business processes, and financial statement disclosures. The Company has analyzed its revenue streams, performed detailed contract reviews for each stream, and evaluated the impact ASU 2014-09 will have on revenue recognition. The Company primarily recognizes revenue at point of sale or delivery and has determined that this will not change under the new standard. There are certain unique arrangements related to the contracts from recent acquisitions in which revenue recognition will be impacted, however, the Company does not expect that the adoption of ASU 2014-09 will have a material effect on the results of operations, financial position or cash flows of the Company. In addition, the Company anticipates expanded disclosures related to revenue in order to comply with ASU 2014-09 and intends to adopt ASU 2014-09 using the modified retrospective method. |
Acquisition
Acquisition | 9 Months Ended |
Mar. 31, 2018 | |
Business Combinations [Abstract] | |
Acquisition | Acquisitions China Mist Brands, Inc. On October 11, 2016, the Company, through a wholly owned subsidiary, acquired substantially all of the assets and certain specified liabilities of China Mist Brands, Inc. dba China Mist Tea Company (“China Mist”), a provider of flavored and unflavored iced and hot teas. As part of the transaction, the Company assumed the lease on China Mist’s existing 17,400 square foot distribution and warehouse facility in Scottsdale, Arizona which is terminable upon twelve months’ notice. The Company acquired China Mist for aggregate purchase consideration of $12.2 million , consisting of $11.2 million in cash paid at closing including estimated working capital adjustments of $0.4 million , post-closing final working capital adjustments of $0.6 million , and up to $0.5 million in contingent consideration to be paid as earnout if certain sales levels are achieved in the calendar years of 2017 or 2018. This contingent earnout liability was estimated to have a fair value of $0.5 million as of the closing date and was recorded in other long-term liabilities on the Company’s Condensed Consolidated Balance Sheet at June 30, 2017. At March 31, 2018, the Company recorded a change in the estimated fair value of contingent earnout consideration of $(0.5) million , resulting in a balance of zero as the Company does not expect the contingent sales levels to be reached. The financial effect of this acquisition was not material to the Company’s condensed consolidated financial statements. The Company has not presented pro forma results of operations for the acquisition because it is not significant to the Company’s consolidated results of operations. The acquisition was accounted for as a business combination. The fair value of consideration transferred was allocated to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values on the acquisition date, with the remaining unallocated amount recorded as goodwill. The purchase price allocation is final. The following table summarizes the final allocation of consideration transferred as of the acquisition date: (In thousands) Fair Value Estimated Useful Life (years) Cash paid, net of cash acquired $ 11,183 Post-closing final working capital adjustments 553 Fair value of contingent consideration 500 Total consideration $ 12,236 Accounts receivable $ 811 Inventory 544 Prepaid assets 48 Property, plant and equipment 189 Goodwill 2,927 Intangible assets: Recipes 930 7 Non-compete agreement 100 5 Customer relationships 2,000 10 Trade name/trademark—indefinite-lived 5,070 Accounts payable (383 ) Total consideration, net of cash acquired $ 12,236 In connection with this acquisition, the Company recorded goodwill of $2.9 million , which is deductible for tax purposes. The Company also recorded $3.0 million in finite-lived intangible assets that included recipes, a non-compete agreement and customer relationships and $5.1 million in indefinite-lived trade name/trademark. The weighted average amortization period for the finite-lived intangible assets is 8.9 years. See Note 13 . The determination of the fair value of intangible assets acquired was primarily based on significant inputs not observable in an active market and thus represent Level 3 fair value measurements as defined under GAAP. The fair value assigned to the recipes was determined utilizing the replacement cost method, which captures the direct cost of the development effort plus lost profits over the time to re-create the recipes. The fair value assigned to the non-compete agreement was determined utilizing the with and without method. Under the with and without method, the fair value of the intangible asset is estimated based on the difference in projected earnings with the agreement in place versus projected earnings based on starting with no agreement in place. Revenue and earnings projections were significant inputs into estimating the value of China Mist’s non-compete agreement. The fair value assigned to the customer relationships was determined based on management’s estimate of the retention rate utilizing certain benchmarks. Revenue and earnings projections were also significant inputs into estimating the value of customer relationships. The fair value assigned to the trade name/trademark was determined utilizing a multi-period excess earnings approach. Under the multi-period excess earnings approach, the fair value of the intangible asset is estimated to be the present value of future earnings attributable to the asset and this method utilizes revenue and cost projections including an assumed contributory asset charge. During the Company’s annual intangible asset impairment test as of January 31, 2018 and assessment of the recoverability of certain finite-lived intangible assets, the Company determined that the fair value of certain China Mist intangible assets was lower than the carrying value. As a result, the Company recorded an impairment charge during the three and nine months ended March 31, 2018. See Note 13 . West Coast Coffee Company, Inc. On February 7, 2017, the Company acquired substantially all of the assets and certain specified liabilities of West Coast Coffee Company, Inc. (“West Coast Coffee”), a coffee roaster and distributor with a focus on the convenience store, grocery and foodservice channels. As part of the transaction, the Company entered into a three-year lease on West Coast Coffee’s existing 20,400 square foot production, distribution and warehouse facility in Hillsboro, Oregon, which expires January 31, 2020, and assumed leases on six branch warehouses consisting of an aggregate of 24,150 square feet in Oregon, California and Nevada, expiring on various dates through November 2020. The Company acquired West Coast Coffee for aggregate purchase consideration of $15.5 million , which included $14.7 million in cash paid at closing including working capital adjustments of $1.2 million , post-closing final working capital adjustments of $(0.2) million , and up to $1.0 million in contingent consideration to be paid as earnout if certain sales levels are achieved in the twenty-four months following the closing. This contingent earnout liability was estimated to have a fair value of $0.6 million as of the closing date and is recorded in other long-term liabilities on the Company’s Condensed Consolidated Balance Sheet at March 31, 2018 and June 30, 2017. The earnout is expected to be paid within twenty-four months following the closing. The financial effect of this acquisition was not material to the Company’s condensed consolidated financial statements. The Company has not presented pro forma results of operations for the acquisition because it is not significant to the Company’s consolidated results of operations. The acquisition was accounted for as a business combination. The fair value of consideration transferred was allocated to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values on the acquisition date, with the remaining unallocated amount recorded as goodwill. The purchase price allocation is final. The following table summarizes the final allocation of consideration transferred as of the acquisition date: (In thousands) Fair Value Estimated Useful Life (years) Cash paid, net of cash acquired $ 14,671 Post-closing final working capital adjustments (218 ) Fair value of contingent consideration 600 Total consideration $ 15,053 Accounts receivable $ 956 Inventory 910 Prepaid assets 16 Property, plant and equipment 1,546 Goodwill 7,630 Intangible assets: Non-compete agreements 100 5 Customer relationships 4,400 10 Trade name—finite-lived 260 7 Brand name—finite-lived 250 1.7 Accounts payable (833 ) Other liabilities (182 ) Total consideration, net of cash acquired $ 15,053 In connection with this acquisition, the Company recorded goodwill of $7.6 million , which is deductible for tax purposes. The Company also recorded $5.0 million in finite-lived intangible assets that included non-compete agreements, customer relationships, a trade name and a brand name. The weighted average amortization period for the finite-lived intangible assets is 9.3 years. See Note 13 . The determination of the fair value of intangible assets acquired was primarily based on significant inputs not observable in an active market and thus represent Level 3 fair value measurements as defined under GAAP. The fair value assigned to the non-compete agreements was determined utilizing the with and without method. Under the with and without method, the fair value of the intangible asset is estimated based on the difference in projected earnings with the agreements in place versus projected earnings based on starting with no agreements in place. Revenue and earnings projections were significant inputs into estimating the value of West Coast Coffee’s non-compete agreements. The fair value assigned to the customer relationships was determined utilizing a multi-period excess earnings approach. Under the multi-period excess earnings approach, the fair value of the intangible asset is estimated to be the present value of future earnings attributable to the asset and this method utilizes revenue and cost projections including an assumed contributory asset charge. The fair values assigned to the trade name and the brand name were determined utilizing the relief from royalty method. The relief from royalty method is based on the premise that the intangible asset owner would be willing to pay a royalty rate to license the subject asset. The analysis involves forecasting revenue over the life of the asset, applying a royalty rate and a tax rate, and then discounting the savings back to present value at an appropriate discount rate. Boyd Coffee Company On October 2, 2017 (“Closing Date”), the Company, through a wholly-owned subsidiary, acquired substantially all of the assets and certain specified liabilities of Boyd Coffee Company (“Boyd Coffee” or “Seller”), a coffee roaster and distributor with a focus on restaurants, hotels, and convenience stores on the West Coast of the United States. The acquired business of Boyd Coffee (the “Boyd Business”) is expected to add to the Company’s product portfolio, improve growth potential, increase the density and penetration of the Company’s distribution footprint, and increase capacity utilization at the Company’s production facilities. At closing, as consideration for the purchase, the Company paid the Seller $38.9 million in cash from borrowings under its senior secured revolving credit facility (see Note 15 ), and issued to Boyd Coffee 14,700 shares of the Company’s Series A Preferred Stock, with a fair value of $11.8 million as of the Closing Date. Additionally, the Company held back $3.2 million in cash (“Holdback Cash Amount”) and 6,300 shares of Series A Preferred Stock (“Holdback Stock”) with a fair value of $4.8 million as of the Closing Date, for the satisfaction of any post-closing working capital adjustment and to secure the Seller’s (and the other seller parties’) indemnification obligations under the purchase agreement. Any Holdback Cash Amount and Holdback Stock not used to satisfy indemnification claims (including pending claims) will be released to the Seller on the 18-month anniversary of the Closing Date. In addition to the Holdback Cash, as part of the consideration for the purchase, at closing the Company held back $1.1 million in cash (the “Multiemployer Plan Holdback”) to pay, on behalf of the Seller, any assessment of withdrawal liability made against the Seller following the Closing Date in respect of the Seller’s multiemployer pension plan. As the Company has not made this payment as of March 31, 2018 and expects settling the pension liability will take greater than twelve months, the Multiemployer Plan Holdback is recorded in other long-term liabilities on the Company’s Condensed Consolidated Balance Sheet at March 31, 2018 . See Note 17 . The parties are in the process of determining the final net working capital under the purchase agreement. At March 31, 2018 , the Company estimated a net working capital adjustment of $(8.1) million , which is reflected in the preliminary purchase price allocation set forth below. The following table summarizes the preliminary allocation of consideration transferred as of the acquisition date: (In thousands) Fair Value Estimated Useful Life (years) Cash paid $ 38,871 Holdback Cash Amount 3,150 Multiemployer Plan Holdback 1,056 Fair value of Series A Preferred Stock (14,700 shares)(1) 11,756 Fair value of Holdback Stock (6,300 shares)(1) 4,825 Preliminary estimated post-closing working capital adjustment (8,059 ) Total consideration $ 51,599 Accounts receivable $ 7,166 Inventory 9,415 Prepaid expense and other assets 1,951 Property, plant and equipment 4,936 Goodwill 25,732 Intangible assets: Customer relationships 16,000 10 Trade name/trademark—indefinite-lived 3,100 Accounts payable (15,080 ) Other liabilities (1,621 ) Total consideration $ 51,599 ______________ (1) Fair value of Series A Preferred Stock and Holdback Stock as of the Closing Date, estimated as the sum of (a) the present value of the dividends payable thereon and (b) the stated value of the Series A Preferred Stock or Holdback Stock, as the case may be, adjusted for both the conversion premium and the discount for lack of marketability arising from conversion restrictions. The acquisition was accounted for as a business combination. The fair value of consideration transferred was allocated to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values on the acquisition date, with the remaining unallocated amount recorded as goodwill. The purchase price allocation is preliminary as the Company is in the process of finalizing the final post-closing net working capital adjustment. The preliminary purchase price allocation is subject to change and such change could be material based on numerous factors, including the final estimated fair value of the assets acquired and liabilities assumed and the amount of the final post-closing net working capital adjustment. In connection with this acquisition, the Company recorded goodwill of $25.7 million , which is deductible for tax purposes. The Company also recorded $16.0 million in finite-lived intangible assets that included customer relationships and $3.1 million in indefinite-lived intangible assets that included a trade name/trademark. Amounts recorded on the Company’s Condensed Consolidated Balance Sheet at March 31, 2018 reflect the adjustment to amounts allocated to goodwill and intangible assets during the quarter. The amortization period for the finite-lived intangible assets is 10.0 years. See Note 13 . The determination of the fair value of intangible assets acquired was primarily based on significant inputs not observable in an active market and thus represent Level 3 fair value measurements as defined under GAAP. The fair value assigned to the customer relationships was determined based on management's estimate of the retention rate utilizing certain benchmarks. Revenue and earnings projections were also significant inputs into estimating the value of customer relationships. The fair value assigned to the trade name/trademark was determined utilizing a multi-period excess earnings approach. Under the multi-period excess earnings approach, the fair value of the intangible asset is estimated to be the present value of future earnings attributable to the asset and this method utilizes revenue and cost projections including an assumed contributory asset charge. The following table presents the net sales and loss before taxes from the Boyd Business operations that are included in the Company’s Condensed Consolidated Statements of Operations for the three and nine months ended March 31, 2018 (unaudited): (In thousands) March 31, 2018 Three Months Ended Nine Months Ended Net sales $ 22,848 $ 49,138 Income before taxes $ 81 $ 592 The Company considers the acquisition to be material to the Company’s financial statements and has provided certain pro forma disclosures pursuant to ASC 805, “Business Combinations.” The following table sets forth certain unaudited pro forma financial results for the Company for the three and nine months ended March 31, 2018 and 2017, as if the acquisition of the Boyd Business was consummated on the same terms as of the first day of the applicable fiscal period. Three Months Ended March 31, Nine Months Ended March 31, 2018 2017 2018 2017 (In thousands) Net sales $ 157,927 $ 161,339 $ 478,988 $ 480,749 (Loss) income before taxes $ (3,611 ) $ 2,838 $ (2,832 ) $ 39,252 At closing, the parties entered into a transition services agreement where the Seller agreed to provide certain accounting, marketing, human resources, information technology, sales and distribution and other administrative support during a transition period of up to 12 months. The Company also entered into a co-manufacturing agreement with the Seller for a transition period of up to 12 months as the Company transitions production into its plants. Amounts paid by the Company to the Seller for these services totaled $10.2 million and $19.4 million in the three and nine months ended March 31, 2018 , respectively. The Company has incurred acquisition and integration costs related to the Boyd Business acquisition, consisting primarily of legal and consulting expenses of $1.6 million and $5.0 million during the three and nine months ended March 31, 2018 , respectively, which are included in general and administrative expenses in the Company's Condensed Consolidated Statements of Operations. |
Restructuring Plans
Restructuring Plans | 9 Months Ended |
Mar. 31, 2018 | |
Restructuring and Related Activities [Abstract] | |
Corporate Relocation Plan | Corporate Relocation Plan On February 5, 2015, the Company announced a plan (the “Corporate Relocation Plan”) to close its Torrance, California facility (the “Torrance Facility”) and relocate its corporate headquarters, product development lab, and manufacturing and distribution operations from Torrance, California to a new facility in Northlake, Texas (“New Facility”). Approximately 350 positions were impacted as a result of the Torrance Facility closure. The Company’s decision resulted from a comprehensive review of alternatives designed to make the Company more competitive and better positioned to capitalize on growth opportunities. In the three and nine months ended March 31, 2018 , no expenses associated with the Corporate Relocation Plan were incurred and there were no unpaid amounts at March 31, 2018 . The Company estimated that it would incur approximately $31 million in cash costs in connection with the Corporate Relocation Plan consisting of $18 million in employee retention and separation benefits, $5 million in facility-related costs and $8 million in other related costs. Since the adoption of the Corporate Relocation Plan through March 31, 2018 , the Company has recognized a total of $31.5 million in aggregate cash costs including $17.1 million in employee retention and separation benefits, $7.0 million in facility-related costs related to the temporary office space, costs associated with the move of the Company’s headquarters, relocation of the Company’s Torrance operations and certain distribution operations and $7.4 million in other related costs. The Company also recognized from inception through March 31, 2018 non-cash depreciation expense of $2.3 million associated with the Torrance production facility resulting from the consolidation of coffee production operations with the Houston and Portland production facilities and $1.4 million in non-cash rent expense recognized in the sale-leaseback of the Torrance Facility. The Company may incur certain pension-related costs in connection with the Corporate Relocation Plan. See Note 14 . Direct Store Delivery (“DSD”) Restructuring Plan On February 21, 2017 , the Company announced a restructuring plan to reorganize its DSD operations in an effort to realign functions into a channel-based selling organization, streamline operations, acquire certain channel specific expertise, and improve selling effectiveness and financial results (the “DSD Restructuring Plan”). The strategic decision to undertake the DSD Restructuring Plan resulted from an ongoing operational review of various initiatives within the DSD selling organization. The Company has revised its estimated time of completion of the DSD Restructuring Plan from the end of the second quarter of fiscal 2018 to the end of calendar 2018. The Company estimates that it will recognize approximately $3.7 million to $4.9 million of pre-tax restructuring charges by the end of calendar 2018 consisting of approximately $1.9 million to $2.7 million in employee-related costs, including severance, prorated bonuses for bonus eligible employees, contractual termination payments and outplacement services, and $1.8 million to $2.2 million in other related costs, including legal, recruiting, consulting, other professional services, and travel. The Company may also incur other charges not currently contemplated due to events that may occur as a result of, or associated with, the DSD Restructuring Plan. Expenses related to the DSD Restructuring Plan in the three and nine months ended March 31, 2018 consisted of $0 and $24,000 , respectively, in employee-related costs and $0.1 million and $0.3 million , respectively, in other related costs. Since the adoption of the DSD Restructuring Plan through March 31, 2018 , the Company has recognized and paid a total of $2.7 million in aggregate cash costs including $1.1 million in employee-related costs, and $1.6 million in other related costs. The remaining estimated costs of $1.0 million to $2.2 million are expected to be incurred in the remainder of calendar 2018. |
New Facility
New Facility | 9 Months Ended |
Mar. 31, 2018 | |
Leases [Abstract] | |
New Facility | Lease Agreement and Purchase Option Exercise On June 15, 2016, the Company exercised the purchase option to purchase the land and the partially constructed New Facility located thereon pursuant to the terms of the lease agreement dated as of July 17, 2015, as amended (the “Lease Agreement”). On September 15, 2016 (“Purchase Option Closing Date”), the Company closed the purchase option and acquired the land and the partially constructed New Facility located thereon for an aggregate purchase price of $42.5 million (the “Purchase Price”), consisting of the purchase option price of $42.0 million based on actual construction costs incurred as of the Purchase Option Closing Date plus the option exercise fee, plus amounts paid in respect of real estate commissions, title insurance, and recording fees. Upon closing of the purchase option, the Company recorded the aggregate purchase price of the New Facility in “Property, plant and equipment, net” on its consolidated balance sheet. The asset related to the New Facility lease obligation included in “Property, plant and equipment, net,” the offsetting liability for the lease obligation included in “Other long-term liabilities” and the rent expense related to the land were reversed. Concurrent with the purchase option closing, on September 15, 2016, the Company terminated the Lease Agreement. The Company did not pay any early termination penalties in connection with the termination of the Lease Agreement. Development Management Agreement In conjunction with the Lease Agreement, the Company also entered into a Development Management Agreement with an affiliate of Stream Realty Partners (the “DMA”) to manage, coordinate, represent, assist and advise the Company on matters from the pre-development through construction of the New Facility. Services under the DMA have concluded. The Company incurred and paid $4.0 million under this agreement which is included in “Buildings and Facilities” (see Note 12 ). Amended Building Contract On September 17, 2016, the Company and The Haskell Company (“Builder”) entered into a Change Order, which, among other things, amended the building contract previously entered into between the Company and Builder to provide a guaranteed maximum price and the basis for the price and the scope of Builder’s services in connection with the construction of the New Facility (the “Amended Building Contract”). Pursuant to the Amended Building Contract, Builder provided pre-construction and construction services, including specialized industrial design and construction work in connection with Builder’s construction of certain production equipment installed in portions of the New Facility (the “Project”). In April 2017, the Company and Builder entered into a change order to change the scope of work which added $0.6 million to the Amended Building Contract. Builder's work on the Project has been completed. The Company incurred and paid $22.5 million for Builder’s services in connection with the Project which amount is included in “Machinery and equipment” (see Note 12 ). New Facility Costs The Company estimated that the total construction costs including the cost of land for the New Facility would be approximately $60 million . As of March 31, 2018 , the Company has incurred an aggregate of $60.8 million in construction costs. In addition to the costs to complete the construction of the New Facility, the Company estimated that it would incur approximately $35 million to $39 million for machinery and equipment, furniture and fixtures and related expenditures in connection with construction of the New Facility of which the Company has incurred an aggregate of $33.2 million as of March 31, 2018 , including $22.5 million under the Amended Building Contract. The majority of the capital expenditures associated with machinery and equipment, furniture and fixtures, and related expenditures in connection with the initial construction of the New Facility were incurred in the first three quarters of fiscal 2017. The Company commenced distribution activities at the New Facility during the second quarter of fiscal 2017 and initial production activities late in the third quarter of fiscal 2017. The Company began roasting coffee in the New Facility in the fourth quarter of fiscal 2017. New Facility Expansion On February 9, 2018, the Company and Haskell entered into Task Order No. 6 pursuant to the Standard Form of Agreement between Owner and Design-Builder (AIA Document A141-2014 Edition) dated October 23, 2017. The Standard Form of Agreement serves as a master service agreement (“MSA”) between the Company and Haskell and does not contain any actual work scope or compensation amounts, but instead contemplates a number of project specific task orders (the “Task Orders”) to be executed between the parties, which will define the scope and price for particular projects to be performed under the pre-negotiated terms and conditions contained in the MSA. The MSA expires on December 31, 2021 (provided that any Task Order that is not finally complete at such time will remain in effect until completion). Task Order 6 covers the expansion of the Company’s production lines (the “Expansion Project”) in the New Facility including expanding capacity to support the transition of Boyd Business volumes to the New Facility. Task Order 6 includes (i) pre-construction services to define the Company’s criteria for the industrial capacity Expansion Project, (ii) specialized industrial design services for the Expansion Project, (iii) specialty industrial equipment procurement and installation, and (iv) all construction services necessary to complete any modifications to the New Facility in order to accommodate the production line expansion, and to provide power to that expanded production capability. While the Company and Haskell have previously executed Task Orders 1-5, Task Order 6 includes the work and services to be performed under Task Orders 1-5 and, accordingly, Task Orders 1-5 have been superseded and voided by Task Order 6. Task Order 6 is a guaranteed maximum price contract. Specifically, the maximum price payable by the Company to Haskell under Task Order 6 for all of Haskell’s services, equipment procurement and installation, and construction work in connection with the Expansion Project is $19.3 million . In fiscal 2018, the Company anticipates paying between $9 million to $14 million in capital expenditures associated with the Expansion Project, of which $2.9 million and $5.6 million has been paid in the three and nine months ended March 31, 2018, respectively, with the balance of up to the guaranteed maximum price of $19.3 million expected to be paid in fiscal 2019. |
Sales of Assets
Sales of Assets | 9 Months Ended |
Mar. 31, 2018 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Sales of Assets | Sales of Assets Sale of Torrance Facility On July 15, 2016, the Company completed the sale of the Torrance Facility, consisting of approximately 665,000 square feet of buildings located on approximately 20.3 acres of land, for an aggregate cash sale price of $43.0 million , which sale price was subject to customary adjustments for closing costs and documentary transfer taxes. Cash proceeds from the sale of the Torrance Facility were $42.5 million . Following the closing of the sale, the Company leased back the Torrance Facility on a triple net basis through October 31, 2016 at zero base rent, and exercised two one-month extensions at a base rent of $100,000 per month. In accordance with ASC 840, “Leases,” due to the Company’s continuing involvement with the property, the Company accounted for the transaction as a financing transaction, deferred the gain on sale of the Torrance Facility and recorded the net sale proceeds of $42.5 million and accrued non-cash interest expense on the financing transaction in “Sale-leaseback financing obligation” on the Company's Condensed Consolidated Balance Sheet at September 30, 2016. The Company vacated the Torrance Facility in December 2016 and concluded the leaseback transaction. As a result, at December 31, 2016, the financing transaction qualified for sales recognition under ASC 840. Accordingly, in the nine months ended March 31, 2017, the Company recognized the net gain from sale of the Torrance Facility in the amount of $37.4 million , including non-cash interest expense of $0.7 million and non-cash rent expense of $1.4 million , representing the rent for the zero base rent period previously recorded in “Other current liabilities” and removed the amounts recorded in “Assets held for sale” and the “Sale-leaseback financing obligation” on its consolidated balance sheet. Sale of Northern California Branch Property On September 30, 2016, the Company completed the sale of its branch property in Northern California for a sale price of $2.2 million and leased it back through March 31, 2017, at a base rent of $10,000 per month. The Company recognized a net gain on sale of the Northern California property in the nine months ended March 31, 2017 in the amount of $2.0 million . |
Derivative Instruments
Derivative Instruments | 9 Months Ended |
Mar. 31, 2018 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments | Derivative Instruments Derivative Instruments Held Coffee-Related Derivative Instruments The Company is exposed to commodity price risk associated with its price to be fixed green coffee purchase contracts, which are described further in Note 2 to the consolidated financial statements in the 2017 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 March 31, 2018 and June 30, 2017: (In thousands) March 31, 2018 June 30, 2017 Derivative instruments designated as cash flow hedges: Long coffee pounds 32,625 33,038 Derivative instruments not designated as cash flow hedges: Long coffee pounds 2,129 2,121 Less: Short coffee pounds (38 ) — Total 34,716 35,159 Coffee-related derivative instruments designated as cash flow hedges outstanding as of March 31, 2018 will expire within 18 months . Effect of Derivative Instruments on the Financial Statements Balance Sheets Fair values of derivative instruments on the Company’s Condensed Consolidated Balance Sheets: Derivative Instruments Designated as Cash Flow Hedges Derivative Instruments Not Designated as Accounting Hedges March 31, 2018 June 30, 2017 March 31, 2018 June 30, 2017 (In thousands) Financial Statement Location: Short-term derivative assets(1): Coffee-related derivative instruments $ 16 $ 66 $ 1 $ — Long-term derivative assets(2): Coffee-related derivative instruments $ — $ 66 $ — $ — Short-term derivative liabilities(1): Coffee-related derivative instruments $ 2,068 $ 1,733 $ 553 $ 190 Long-term derivative liabilities(2): Coffee-related derivative instruments $ 146 $ 446 $ — $ — ________________ (1) Included in “Short-term derivative liabilities” on the Company’s Condensed Consolidated Balance Sheets at March 31, 2018 and June 30, 2017. (2) Included in “Other long-term liabilities” on the Company’s Condensed Consolidated Balance Sheets at March 31, 2018 and June 30, 2017. Statements of Operations The following table presents pretax net gains and losses for the Company’s coffee-related derivative instruments designated as cash flow hedges, as recognized in accumulated other comprehensive income (loss) “AOCI,” “Cost of goods sold” and “Other, net”: Three Months Ended March 31, Nine Months Ended March 31, Financial Statement Classification (In thousands) 2018 2017 2018 2017 Net (losses) gains recognized in AOCI $ (3,265 ) $ 188 $ (5,724 ) $ (2,029 ) AOCI Net (losses) gains recognized in earnings $ (1,815 ) $ 865 $ (2,419 ) $ 614 Costs of goods sold Net gains recognized in earnings (ineffective portion)(1) $ — $ 90 $ 48 $ 63 Other, net ________________ (1) Amount included in nine months ended March 31, 2018 relates to trades terminated prior to the adoption of ASU 2017-12. See Note 2 . For the three and nine months ended March 31, 2018 and 2017, there were no gains or losses recognized in earnings as a result of excluding amounts from the assessment of hedge effectiveness or as a result of reclassifications to earnings following the discontinuance of any cash flow hedges. Net losses on derivative instruments and investments in the Company’s Condensed Consolidated Statements of Cash Flows also include net gains and losses on coffee-related derivative instruments designated as cash flow hedges reclassified to cost of goods sold from AOCI in the nine months ended March 31, 2018 and 2017. Gains and losses on derivative instruments not designated as accounting hedges are included in “Other, net” in the Company’s Condensed Consolidated Statements of Operations and in “Net losses on derivative instruments and investments” in the Company’s Condensed Consolidated Statements of Cash Flows. Net gains and losses recorded in “Other, net” are as follows: Three Months Ended March 31, Nine Months Ended March 31, (In thousands) 2018 2017 2018 2017 Net (losses) gains on coffee-related derivative instruments $ (444 ) $ 188 $ (537 ) $ (1,052 ) Net gains (losses) on investments — 738 7 (354 ) Net (losses) gains on derivative instruments and investments(1) (444 ) 926 (530 ) (1,406 ) Other gains, net(2) 598 118 1,324 318 Other, net $ 154 $ 1,044 $ 794 $ (1,088 ) ___________ (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 nine months ended March 31, 2018 and 2017. (2) Includes $(0.5) million change in estimated fair value of the China Mist contingent earnout consideration in the three and nine months ended March 31, 2018. 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, the Company maintains accounts with its brokers to facilitate financial derivative transactions in support of its risk management activities. Based on the value of the Company’s positions in these accounts and the associated margin requirements, the Company may be required to deposit cash into these broker accounts. The following table presents the Company’s net exposure from its offsetting derivative asset and liability positions as of the reporting dates indicated: (In thousands) Gross Amount Reported on Balance Sheet Netting Adjustments Cash Collateral Posted Net Exposure March 31, 2018 Derivative Assets $ 17 $ (17 ) $ — $ — Derivative Liabilities $ 2,767 $ (17 ) $ — $ 2,750 June 30, 2017 Derivative Assets $ 132 $ (132 ) $ — $ — Derivative Liabilities $ 2,369 $ (132 ) $ — $ 2,237 Cash Flow Hedges Changes in the fair value of the Company’s coffee-related derivative instruments designated as cash flow hedges, to the extent effective, are deferred in AOCI and reclassified into cost of goods sold in the same period or periods in which the hedged forecasted purchases affect earnings, or when it is probable that the hedged forecasted transaction will not occur by the end of the originally specified time period. Based on recorded values at March 31, 2018 , $(5.4) million of net losses on coffee-related derivative instruments designated as cash flow hedges are expected to be reclassified into cost of goods sold within the next twelve months. These recorded values are based on market prices of the commodities as of March 31, 2018 . Due to the volatile nature of commodity prices, actual gains or losses realized within the next twelve months will likely differ from these values. |
Investments
Investments | 9 Months Ended |
Mar. 31, 2018 | |
Investments, Debt and Equity Securities [Abstract] | |
Investments | Investments The following table shows gains and losses on trading securities: Three Months Ended March 31, Nine Months Ended March 31, (In thousands) 2018 2017 2018 2017 Total gains (losses) recognized from trading securities $ — $ 738 $ 7 $ (354 ) Less: Realized gains from sales of trading securities — 7 7 5 Unrealized gains (losses) from trading securities $ — $ 731 $ — $ (359 ) |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Mar. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements Assets and liabilities measured and recorded at fair value on a recurring basis were as follows: (In thousands) Total Level 1 Level 2 Level 3 March 31, 2018 Preferred stock $ — $ — $ — $ — Derivative instruments designated as cash flow hedges: Coffee-related derivative assets(1) $ 16 $ — $ 16 $ — Coffee-related derivative liabilities(1) $ 2,214 $ — $ 2,214 $ — Derivative instruments not designated as accounting hedges: Coffee-related derivative assets(1) $ 1 $ — $ 1 $ — Coffee-related derivative liabilities(1) $ 553 $ — $ 553 $ — Total Level 1 Level 2 Level 3 June 30, 2017 Preferred stock(2) $ 368 $ — $ 368 $ — Derivative instruments designated as cash flow hedges: Coffee-related derivative assets(1) $ 132 $ — $ 132 $ — Coffee-related derivative liabilities(1) $ 2,179 $ — $ 2,179 $ — Derivative instruments not designated as accounting hedges: Coffee-related derivative liabilities(1) $ 190 $ — $ 190 $ — ____________________ (1) The Company’s coffee-related derivative instruments are traded over-the-counter and, therefore, classified as Level 2. (2) Included in “Short-term investments” on the Company’s Condensed Consolidated Balance Sheet at June 30, 2017. |
Accounts and Notes Receivable,
Accounts and Notes Receivable, net | 9 Months Ended |
Mar. 31, 2018 | |
Receivables [Abstract] | |
Accounts and Notes Receivable, net | Accounts Receivable, Net (In thousands) March 31, 2018 June 30, 2017 Trade receivables $ 59,804 $ 44,531 Other receivables(1) 3,102 2,636 Allowance for doubtful accounts (918 ) (721 ) Accounts receivable, net $ 61,988 $ 46,446 __________ (1) At March 31, 2018 and June 30, 2017, respectively, the Company had recorded $0.2 million and $0.4 million , in “Other receivables” included in “Accounts receivable, net” on its Condensed Consolidated Balance Sheets representing earnout receivable from Harris Spice Company. |
Inventories
Inventories | 9 Months Ended |
Mar. 31, 2018 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories (In thousands) March 31, 2018 June 30, 2017 Coffee Processed $ 16,755 $ 14,085 Unprocessed 26,485 17,083 Total $ 43,240 $ 31,168 Tea and culinary products Processed $ 24,981 $ 20,741 Unprocessed 922 74 Total $ 25,903 $ 20,815 Coffee brewing equipment parts $ 5,937 $ 4,268 Total inventories $ 75,080 $ 56,251 In addition to product cost, inventory costs include expenditures such as direct labor and certain supply and overhead expenses incurred in bringing the inventory to its existing condition and location. The “Unprocessed” inventory values as stated in the above table represent the value of raw materials and the “Processed” inventory values represent all other products consisting primarily of finished goods. The Company does not expect inventory levels at June 30, 2018 to decrease from the levels at June 30, 2017 and, therefore, recorded no expected beneficial effect of the liquidation of LIFO inventory quantities in the three and nine months ended March 31, 2018 . The Company recorded $0.8 million and $2.5 million in expected beneficial effect of the liquidation of LIFO inventory quantities in cost of goods sold in the three and nine months ended March 31, 2017, respectively. Interim LIFO calculations must necessarily be based on management’s estimates of expected fiscal year-end inventory levels and costs. Because these estimates are subject to many forces beyond management’s control, interim results are subject to the final fiscal year-end LIFO inventory valuation. |
Property, Plant and Equipment
Property, Plant and Equipment | 9 Months Ended |
Mar. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property, Plant and Equipment (In thousands) March 31, 2018 June 30, 2017 Buildings and facilities $ 108,515 $ 108,682 Machinery and equipment 224,993 201,236 Equipment under capital leases 2,486 7,540 Capitalized software 23,611 21,794 Office furniture and equipment 13,350 12,758 372,955 352,010 Accumulated depreciation (205,672 ) (192,280 ) Land 16,218 16,336 Property, plant and equipment, net $ 183,501 $ 176,066 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 9 Months Ended |
Mar. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets The carrying value of goodwill in the nine months ended March 31, 2018 increased by $25.6 million . This was due to the acquisition of the Boyd Business adding $25.7 million of goodwill as well as the final working capital adjustment made to the West Coast Coffee purchase price allocation which reduced goodwill by $0.1 million . The carrying value of goodwill at March 31, 2018 and June 30, 2017 was $36.6 million and $11.0 million , respectively. The following is a summary of the Company’s amortized and unamortized intangible assets other than goodwill: March 31, 2018 June 30, 2017 (In thousands) Gross Carrying Amount(1) Accumulated Amortization(1) Gross Carrying Amount Accumulated Amortization Amortized intangible assets: Customer relationships(2) $ 33,003 $ (12,300 ) $ 17,353 $ (10,883 ) Non-compete agreements 220 (71 ) 220 (38 ) Recipes 930 (188 ) 930 (88 ) Trade name/brand name 510 (225 ) 510 (84 ) Total amortized intangible assets $ 34,663 $ (12,784 ) $ 19,013 $ (11,093 ) Unamortized intangible assets: Trademarks, trade names and brand name with indefinite lives(3) $ 10,328 $ — $ 10,698 $ — Total unamortized intangible assets $ 10,328 $ — $ 10,698 $ — Total intangible assets $ 44,991 $ (12,784 ) $ 29,711 $ (11,093 ) ___________ (1) Reflects the preliminary purchase price allocation for the acquisition of the Boyd Business. Subject to change based on numerous factors, including the final estimated fair value of the assets acquired and the liabilities assumed and the amount of the final post-closing net working capital adjustment. Adjustments in the purchase price allocation may require an adjustment of the amounts allocated to goodwill. (2) At March 31, 2018, reflects the adjustment of $15.0 million in customer relationships to goodwill in connection with the finalization of valuation inputs including growth assumptions, cost projections and discount rates which were used in the fair value calculation of intangible assets acquired in connection with the Boyd Business acquisition, and impairment charges of $0.3 million for customer relationships acquired in connection with the China Mist acquisition. (3) At March 31, 2018 reflects the adjustment of $0.3 million in trade name/trademark from goodwill in connection with the finalization of valuation inputs including growth assumptions, cost projections and discount rates which were used in the fair value calculation of intangible assets acquired in connection with the Boyd Business acquisition, and impairment charges of $3.5 million for trade name/trademark acquired in connection with the China Mist acquisition. Aggregate amortization expense for the three months ended March 31, 2018 and 2017 was $0.3 million and $0.1 million , respectively. Aggregate amortization expense for the nine months ended March 31, 2018 and 2017 was $1.7 million and $0.2 million , respectively. The Company performed its annual test of impairment as of January 31, 2018, to determine the recoverability of the carrying values of goodwill and indefinite-lived intangible assets. The Company also assessed the recoverability of certain finite-lived intangible assets. As a result of these impairment tests, the Company determined that the trade name/trademark and customer relationships intangible assets acquired in connection with the China Mist acquisition were impaired as the carrying value exceeded the estimated fair value. Accordingly, the Company recorded total impairment charges of $3.8 million in the three and nine months ended March 31, 2018. |
Employee Benefit Plans
Employee Benefit Plans | 9 Months Ended |
Mar. 31, 2018 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plans | Employee Benefit Plans The Company provides benefit plans for full-time employees who work 30 hours or more per week, including 401(k), health and other welfare benefit plans and, in certain circumstances, pension benefits. Generally, the plans provide health benefits after 30 days and other retirement benefits based on years of service and/or a combination of years of service and earnings. In addition, the Company contributes to two multiemployer defined benefit pension plans, one multiemployer defined contribution pension plan and nine multiemployer defined contribution plans other than pension plans that provide medical, vision, dental and disability benefits for active, union-represented employees subject to collective bargaining agreements. In addition, the Company sponsors a postretirement defined benefit plan that covers qualified non-union retirees and certain qualified union retirees and provides retiree medical coverage and, depending on the age of the retiree, dental and vision coverage. The Company also provides a postretirement death benefit to certain of its employees and retirees. The Company is required to recognize the funded status of a benefit plan in its consolidated balance sheets. The Company is also required to recognize in other comprehensive income (“OCI”) certain gains and losses that arise during the period but are deferred under pension accounting rules. Single Employer Pension Plans The Company has a defined benefit pension plan, the Farmer Bros. Co. Pension Plan for Salaried Employees (the “Farmer Bros. Plan”), for Company employees hired prior to January 1, 2010, who are not covered under a collective bargaining agreement. The Company amended the Farmer Bros. Plan, freezing the benefit for all participants effective June 30, 2011. After the plan freeze, participants do not accrue any benefits under the Farmer Bros. Plan, and new hires are not eligible to participate in the Farmer Bros. Plan. As all plan participants became inactive following this pension curtailment, net (gain) loss is now amortized based on the remaining life expectancy of these participants instead of the remaining service period of these participants. The Company also has two defined benefit pension plans for certain employees covered under collective bargaining agreements (the “Brewmatic Plan” and the “Hourly Employees’ Plan”). Effective October 1, 2016, the Company froze benefit accruals and participation in the Hourly Employees’ Plan. After the plan freeze, participants do not accrue any benefits under the plan, and new hires are not eligible to participate in the plan. After the freeze, the participants in the plan are eligible to receive the Company’s matching contributions to their 401(k). The net periodic benefit cost for the defined benefit pension plans is as follows: Three Months Ended March 31, Nine Months Ended March 31, 2018 2017 2018 2017 (In thousands) Service cost $ — $ 124 $ — $ 372 Interest cost 1,432 1,397 4,296 4,191 Expected return on plan assets (1,456 ) (1,607 ) (4,368 ) (4,821 ) Amortization of net loss(1) 418 508 1,254 1,524 Net periodic benefit cost $ 394 $ 422 $ 1,182 $ 1,266 ___________ (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 Fiscal 2018 2017 Discount rate 3.80% 3.55% Expected long-term return on plan assets 6.75% 7.75% Basis Used to Determine Expected Long-Term Return on Plan Assets The expected long-term return on plan assets assumption was developed as a weighted average rate based on the target asset allocation of the plan and the Long-Term Capital Market Assumptions (CMA) 2014. The capital market assumptions were developed with a primary focus on forward-looking valuation models and market indicators. The key fundamental economic inputs for these models are future inflation, economic growth, and interest rate environment. Due to the long-term nature of the pension obligations, the investment horizon for the CMA 2014 is 20 to 30 years. In addition to forward-looking models, historical analysis of market data and trends was reflected, as well as the outlook of recognized economists, organizations and consensus CMA from other credible studies. Multiemployer Pension Plans The Company participates in two multiemployer defined benefit pension plans that are union sponsored and collectively bargained for the benefit of certain employees subject to collective bargaining agreements, of which the Western Conference of Teamsters Pension Plan (“WCTPP”) is individually significant. The Company makes contributions to these plans generally based on the number of hours worked by the participants in accordance with the provisions of negotiated labor contracts. The risks of participating in multiemployer pension plans are different from single-employer plans in that: (i) assets contributed to a multiemployer plan by one employer may be used to provide benefits to employees of other participating employers; (ii) if a participating employer stops contributing to the plan, the unfunded obligations of the plan may be borne by the remaining participating employers; and (iii) if the Company stops participating in the multiemployer plan, the Company may be required to pay the plan an amount based on the underfunded status of the plan, referred to as a withdrawal liability. On October 30, 2017, counsel to the Company received written confirmation that the Western Conference of Teamsters Pension Trust (the “WCT Pension Trust”) will be retracting its claim, stated in its letter to the Company dated July 10, 2017 (the “WCT Pension Trust Letter”), that certain of the Company’s employment actions in 2015 resulting from the Corporate Relocation Plan constituted a partial withdrawal from the WCTPP. The written confirmation stated that the WCT Pension Trust has determined that a partial withdrawal did not occur in 2015 and further stated that the withdrawal liability assessment has been rescinded. This rescinding of withdrawal liability assessment applies to Company employment actions in 2015 with respect to the bargaining units that were specified in the WCT Pension Trust Letter. As of March 31, 2018 , the Company is not able to predict whether the WCT Pension Trust may make a claim, or estimate the extent of potential withdrawal liability, related to the Corporate Relocation Plan for actions or bargaining units other than those specified in the WCT Pension Trust Letter. In fiscal 2012, the Company withdrew from the Local 807 Labor-Management Pension Fund (“Pension Fund”) and recorded a charge of $4.3 million associated with withdrawal from this plan, representing the present value of the estimated withdrawal liability expected to be paid in quarterly installments of $0.1 million over 80 quarters. On November 18, 2014, the Pension Fund sent the Company a notice of assessment of withdrawal liability in the amount of $4.4 million , which the Pension Fund adjusted to $4.9 million on January 5, 2015. The Company is in the process of negotiating a reduced liability amount. The Company has commenced quarterly installment payments to the Pension Fund of $91,000 pending the final settlement of the liability. The total estimated withdrawal liability is $4.0 million and its present value are reflected in the Company’s Condensed Consolidated Balance Sheets at March 31, 2018 and June 30, 2017 as short-term with the expectation of paying off the liability in fiscal 2019. Future collective bargaining negotiations may result in the Company withdrawing from the remaining multiemployer pension plans in which it participates and, if successful, the Company may incur a withdrawal liability, the amount of which could be material to the Company’s results of operations and cash flows. Multiemployer Plans Other Than Pension Plans The Company participates in nine multiemployer defined contribution plans other than pension plans that provide medical, vision, dental and disability benefits for active, union-represented employees subject to collective bargaining agreements. The plans are subject to the provisions of the Employee Retirement Income Security Act of 1974, and provide that participating employers make monthly contributions to the plans in an amount as specified in the collective bargaining agreements. Also, the plans provide that participants make self-payments to the plans, the amounts of which are negotiated through the collective bargaining process. The Company’s participation in these plans is governed by collective bargaining agreements which expire on or before June 30, 2022. 401(k) Plan The Company’s 401(k) Plan is available to all eligible employees. The Company’s 401(k) match portion is available to all eligible employees who have worked more than 1,000 hours during a calendar year and were employed at the end of the calendar year. Participants in the 401(k) Plan may choose to contribute a percentage of their annual pay subject to the maximum contribution allowed by the Internal Revenue Service. The Company’s matching contribution is discretionary, based on approval by the Company’s Board of Directors. For the calendar years 2018 and 2017, the Company’s Board of Directors approved a Company matching contribution of 50% of an employee’s annual contribution to the 401(k) Plan, up to 6% of the employee’s eligible income. The matching contributions (and any earnings thereon) vest at the rate of 20% for each of the participant’s first 5 years of vesting service, so that a participant is fully vested in his or her matching contribution account after 5 years of vesting service, subject to accelerated vesting under certain circumstances in connection with the Corporate Relocation Plan due to the closure of the Company’s Torrance Facility, a reduction-in-force at another Company facility designated by the Administrative Committee of the Farmer Bros. Co. Qualified Employee Retirement Plans, or in connection with certain reductions-in-force that occurred during 2017. A participant is automatically vested in the event of death, disability or attainment of age 65 while employed by the Company. Employees are 100% vested in their contributions. For employees subject to a collective bargaining agreement, the match is only available if so provided in the labor agreement. The Company recorded matching contributions of $0.5 million and $0.4 million in operating expenses in the three months ended March 31, 2018 and 2017, respectively, and $1.5 million and $1.2 million in operating expenses in the nine months ended March 31, 2018 and 2017, respectively. Postretirement Benefits The Company sponsors a postretirement defined benefit plan that covers qualified non-union retirees and certain qualified union retirees (“Retiree Medical Plan”). The plan provides medical, dental and vision coverage for retirees under age 65 and medical coverage only for retirees age 65 and above. Under this postretirement plan, the Company’s contributions toward premiums for retiree medical, dental and vision coverage for participants and dependents are scaled based on length of service, with greater Company contributions for retirees with greater length of service, subject to a maximum monthly Company contribution. The Company also provides a postretirement death benefit (“Death Benefit”) to certain of its employees and retirees, subject, in the case of current employees, to continued employment with the Company until retirement and certain other conditions related to the manner of employment termination and manner of death. The Company records the actuarially determined liability for the present value of the postretirement death benefit. The Company has purchased life insurance policies to fund the postretirement death benefit wherein the Company owns the policy but the postretirement death benefit is paid to the employee’s or retiree’s beneficiary. The Company records an asset for the fair value of the life insurance policies which equates to the cash surrender value of the policies. Retiree Medical Plan and Death Benefit The following table shows the components of net periodic postretirement benefit cost for the Retiree Medical Plan and Death Benefit for the three and nine months ended March 31, 2018 and 2017. Net periodic postretirement benefit cost for the three and nine months ended March 31, 2018 was based on employee census information and asset information as of June 30, 2017. Three Months Ended March 31, Nine Months Ended March 31, 2018 2017 2018 2017 (In thousands) Service cost $ 152 $ 190 $ 456 $ 570 Interest cost 209 207 627 621 Amortization of net gain (210 ) (157 ) (630 ) (471 ) Amortization of prior service credit (439 ) (439 ) (1,317 ) (1,317 ) Net periodic postretirement benefit credit $ (288 ) $ (199 ) $ (864 ) $ (597 ) Weighted-Average Assumptions Used to Determine Net Periodic Postretirement Benefit Cost Fiscal 2018 2017 Retiree Medical Plan discount rate 4.13% 3.73% Death Benefit discount rate 4.12% 3.79% |
Bank Loan
Bank Loan | 9 Months Ended |
Mar. 31, 2018 | |
Debt Disclosure [Abstract] | |
Bank Loan | Bank Loan The Company maintains a $125.0 million senior secured revolving credit facility (the “Revolving Facility”) with JPMorgan Chase Bank, N.A. and SunTrust Bank (collectively, the “Lenders”), with a sublimit on letters of credit and swingline loans of $30.0 million and $15.0 million respectively. The Revolving Facility includes an accordion feature whereby the Company may increase the Revolving Commitment by up to an additional $50.0 million , subject to certain conditions. Advances are based on the Company’s eligible accounts receivable, eligible inventory, and the value of certain real property and trademarks, less required reserves. The commitment fee is a flat fee of 0.25% per annum irrespective of average revolver usage. Outstanding obligations are collateralized by all of the Company’s assets, excluding certain real property not included in the borrowing base and machinery and equipment (other than inventory). Borrowings under the Revolving Facility bear interest based on average historical excess availability levels with a range of PRIME - 0.25% to PRIME + 0.50% or Adjusted LIBO Rate + 1.25% to Adjusted LIBO Rate + 2.00% . The Company is subject to a variety of affirmative and negative covenants of types customary in an asset-based lending facility, including financial covenants relating to the maintenance of a fixed charge coverage ratio in certain circumstances, and the right of the Lenders to establish reserve requirements, which may reduce the amount of credit otherwise available to the Company. The Company is allowed to pay dividends, provided, among other things, certain excess availability requirements are met, and no event of default exists or has occurred and is continuing as of the date of any such payment and after giving effect thereto. The Revolving Facility matures on August 25, 2022. At March 31, 2018 , the Company was eligible to borrow up to a total of $122.7 million under the Revolving Facility and had outstanding borrowings of $85.9 million , utilized $1.1 million of the letters of credit sublimit, and had excess availability under the Revolving Facility of $35.7 million . At March 31, 2018 , the weighted average interest rate on the Company’s outstanding borrowings under the Revolving Facility was 3.85% and the Company was in compliance with all of the restrictive covenants under the Revolving Facility. |
Share-Based Compensation
Share-Based Compensation | 9 Months Ended |
Mar. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-Based Compensation | Share-based Compensation Farmer Bros. Co. 2017 Long-Term Incentive Plan On June 20, 2017 (the “Effective Date”), the Company’s stockholders approved the Farmer Bros. Co. 2017 Long-Term Incentive Plan (the “2017 Plan”). The 2017 Plan succeeded the Company’s prior long-term incentive plans, the Farmer Bros. Co. Amended and Restated 2007 Long-Term Incentive Plan (the “Amended Equity Plan”) and the Farmer Bros. Co. 2007 Omnibus Plan (collectively, the “Prior Plans”). On the Effective Date, the Company ceased granting awards under the Prior Plans; however, awards outstanding under the Prior Plans will remain subject to the terms of the applicable Prior Plan. The 2017 Plan provides for the grant of stock options (including incentive stock options and non-qualified stock options), stock appreciation rights, restricted stock, restricted stock units, dividend equivalents, performance shares and other stock- or cash-based awards to eligible participants. Non-employee directors of the Company and employees of the Company or any of its subsidiaries are eligible to receive awards under the 2017 Plan. The 2017 Plan authorizes the issuance of (i) 900,000 shares of common stock plus (ii) the number of shares of common stock subject to awards under the Company’s Prior Plans that are outstanding as of the Effective Date and that expire or are forfeited, cancelled or similarly lapse following the Effective Date. Subject to certain limitations, shares of common stock covered by awards granted under the 2017 Plan that are forfeited, expire or lapse, or are repurchased for or paid in cash, may be used again for new grants under the 2017 Plan. As of March 31, 2018 , there were 955,446 shares available under the 2017 Plan including shares that were forfeited under the Prior Plans. Shares of common stock granted under the 2017 Plan may be authorized but unissued shares, shares purchased on the open market or treasury shares. In no event will more than 900,000 shares of common stock be issuable pursuant to the exercise of incentive stock options under the 2017 Plan. The 2017 Plan contains a minimum vesting requirement, subject to limited exceptions, that awards made under the 2017 Plan may not vest earlier than the date that is one year following the grant date of the award. The 2017 Plan also contains provisions with respect to payment of exercise or purchase prices, vesting and expiration of awards, adjustments and treatment of awards upon certain corporate transactions, including stock splits, recapitalizations and mergers, transferability of awards and tax withholding requirements. The 2017 Plan may be amended or terminated by the Board at any time, subject to certain limitations requiring stockholder consent or the consent of the applicable participant. In addition, the administrator of the 2017 Plan may not, without the approval of the Company’s stockholders, authorize certain re-pricings of any outstanding stock options or stock appreciation rights granted under the 2017 Plan. The 2017 Plan will expire on June 20, 2027. Non-qualified stock options with time-based vesting (“NQOs”) In the nine months ended March 31, 2018 , the Company granted 124,278 shares issuable upon the exercise of NQOs to eligible employees under the 2017 Plan. These NQOs have an exercise price of $31.70 per share, which was the closing price of the Company’s common stock as reported on the NASDAQ Global Select Market on the date of grant. One-third of the total number of shares subject to each such stock option vest ratably on each of the first three anniversaries of the grant date, contingent on continued employment, and subject to accelerated vesting in certain circumstances. Following are the assumptions used in the Black-Scholes valuation model for NQOs granted during the nine months ended March 31, 2018 . Nine Months Ended March 31, 2018 Weighted average fair value of NQOs $31.70 Risk-free interest rate 2.0% Dividend yield —% Average expected term 4.6 years Expected stock price volatility 35.4% The following table summarizes NQO activity for the nine months ended March 31, 2018 : Outstanding NQOs: Number of NQOs Weighted Average Exercise Price ($) Weighted Average Grant Date Fair Value ($) Weighted Average Remaining Life (Years) Aggregate Intrinsic Value ($ in thousands) Outstanding at June 30, 2017 133,464 13.05 5.99 2.6 2,299 Granted 124,278 31.70 10.41 6.4 — Exercised (62,489 ) 12.51 5.78 — 1,233 Cancelled/Forfeited (9,114 ) 28.12 10.76 — — Outstanding at March 31, 2018 186,139 24.94 8.78 4.9 1,162 Vested and exercisable at March 31, 2018 63,832 12.01 5.60 1.7 1,162 Vested and expected to vest at March 31, 2018 176,915 24.59 8.69 4.8 1,162 The aggregate intrinsic values outstanding at the end of each fiscal period in the table above represent the total pretax intrinsic values, based on the Company’s closing stock price of $30.20 at March 29, 2018 and $30.25 at June 30, 2017, representing the last trading day of the respective fiscal periods, which would have been received by NQO holders had all award holders exercised their NQOs that were in-the-money as of those dates. The aggregate intrinsic value of NQO exercises in the nine months ended March 31, 2018 represents the difference between the exercise price and the value of the Company’s common stock at the time of exercise. NQOs outstanding that are expected to vest are net of estimated forfeitures. During the nine months ended March 31, 2018 , 945 NQOs vested and 62,489 NQOs were exercised. Total fair value of NQOs vested during the nine months ended March 31, 2018 was $12,000 . The Company received $0.8 million and $0.5 million in proceeds from exercises of vested NQOs in the nine months ended March 31, 2018 and 2017, respectively. At March 31, 2018 and June 30, 2017, respectively, there was $1.1 million and $80,000 of unrecognized compensation cost related to NQOs. The unrecognized compensation cost related to NQOs at March 31, 2018 is expected to be recognized over the weighted average period of 2.6 years. Total compensation expense for NQOs in the three months ended March 31, 2018 and 2017 was $92,000 and $14,000 , respectively. Total compensation expense for NQOs in the nine months ended March 31, 2018 and 2017 was $0.2 million and $0.1 million , respectively. Non-qualified stock options with performance-based and time-based vesting ( “ PNQs”) In the nine months ended March 31, 2018 , the Company granted no shares issuable upon the exercise of PNQs. The following table summarizes PNQ activity for the nine months ended March 31, 2018 : Outstanding PNQs: Number of PNQs Weighted Average Exercise Price ($) Weighted Average Grant Date Fair Value ($) Weighted Average Remaining Life (Years) Aggregate Intrinsic Value ($ in thousands) Outstanding at June 30, 2017 358,786 27.75 10.96 5.2 1,181 Granted — — — — — Exercised (10,342 ) 27.13 11.02 — 61 Cancelled/Forfeited (46,352 ) 32.08 11.43 — — Outstanding at March 31, 2018 302,092 27.10 10.89 4.3 1,127 Vested and exercisable at March 31, 2018 223,318 25.54 10.72 4.0 1,104 Vested and expected to vest at March 31, 2018 298,531 27.04 10.88 4.3 1,126 The aggregate intrinsic values outstanding at the end of each fiscal period in the table above represent the total pretax intrinsic values, based on the Company’s closing stock price of $30.20 at March 29, 2018 and $30.25 at June 30, 2017 representing the last trading day of the respective fiscal periods, which would have been received by PNQ holders had all award holders exercised their PNQs that were in-the-money as of those dates. The aggregate intrinsic value of PNQ exercises in the nine months ended March 31, 2018 represents the difference between the exercise price and the value of the Company’s common stock at the time of exercise. PNQs outstanding that are expected to vest are net of estimated forfeitures. During the nine months ended March 31, 2018 , 82,899 PNQs vested and 10,342 PNQs were exercised. Total fair value of PNQs vested during the nine months ended March 31, 2018 was $0.9 million . The Company received $0.3 million and $0.2 million in proceeds from exercises of vested PNQs in the nine months ended March 31, 2018 and 2017, respectively. As of March 31, 2018 , the Company met the performance targets for the fiscal 2016 PNQ awards and the fiscal 2015 PNQ awards. In the nine months ended March 31, 2018 , based on the Company’s failure to achieve certain financial objectives over the applicable performance period, a total of 18,708 shares subject to fiscal 2017 PNQ awards were forfeited, representing 20% of the shares subject to each such award. Subject to certain continued employment conditions and subject to accelerated vesting in certain circumstances, one half of the remaining PNQs subject to the fiscal 2017 PNQ awards are scheduled to vest on each of the second and third anniversaries of the grant date. At March 31, 2018 and June 30, 2017, there was $0.7 million and $1.8 million , respectively, of unrecognized compensation cost related to PNQs. The unrecognized compensation cost related to PNQs at March 31, 2018 is expected to be recognized over the weighted average period of 1.0 year. Total compensation expense related to PNQs in each of the three months ended March 31, 2018 and 2017 was $0.2 million . Total compensation expense related to PNQs in the nine months ended March 31, 2018 and 2017 was $0.6 million and $0.8 million , respectively. Restricted Stock During the nine months ended March 31, 2018 , the Company granted 13,110 shares of restricted stock under the 2017 Plan, including 11,406 shares of restricted stock to non-employee directors with a grant date fair value of $34.20 per share and 1,704 shares of restricted stock to eligible employees with a grant date fair value of $31.70 per share. The fiscal 2018 restricted stock awards cliff vest on the earlier of the one year anniversary of the grant date or the date of the first annual meeting of the Company’s stockholders immediately following the grant date, in the case of non-employee directors, and the third anniversary of the grant date, in the case of eligible employees, in each case subject to continued service to the Company through the vesting date and the acceleration provisions of the 2017 Plan and restricted stock agreement. During the nine months ended March 31, 2017 , the Company granted 5,106 shares of restricted stock to non-employee directors. During the nine months ended March 31, 2018 , 9,642 shares of restricted stock vested. The following table summarizes restricted stock activity for the nine months ended March 31, 2018 : Outstanding and Nonvested Restricted Stock Awards: Shares Awarded Weighted Average Grant Date Fair Value ($) Weighted Average Remaining Life (Years) Aggregate Intrinsic Value ($ in thousands) Outstanding and nonvested at June 30, 2017 15,445 29.79 0.9 467 Granted 13,110 33.88 1.7 444 Vested/Released (9,642 ) 31.12 — 323 Cancelled/Forfeited (3,955 ) 26.13 — — Outstanding and nonvested at March 31, 2018 14,958 33.48 1.7 452 Expected to vest at March 31, 2018 14,327 33.49 1.7 433 The aggregate intrinsic values of shares outstanding at the end of each fiscal period in the table above represent the total pretax intrinsic values, based on the Company’s closing stock price of $30.20 at March 29, 2018 and $30.25 at June 30, 2017, representing the last trading day of the respective fiscal periods. Restricted stock that is expected to vest is net of estimated forfeitures. At March 31, 2018 and June 30, 2017, there was $0.4 million and $0.3 million , respectively, of unrecognized compensation cost related to restricted stock. The unrecognized compensation cost related to restricted stock at March 31, 2018 is expected to be recognized over the weighted average period of 1.0 year. Total compensation expense for restricted stock was $0.1 million and $15,000 in the three months ended March 31, 2018 and 2017, respectively. Total compensation expense for restricted stock was $0.2 million in each of the nine months ended March 31, 2018 and 2017. Performance-Based Restricted Stock Units (“PBRSUs”) During the nine months ended March 31, 2018 , the Company granted 37,414 PBRSUs under the 2017 Plan to eligible employees with a grant date fair value of $31.70 per unit. The fiscal 2018 PBRSU awards cliff vest on the third anniversary of the date of grant based on the Company’s achievement of certain financial performance goals for the performance period July 1, 2017 through June 30, 2020, subject to certain continued employment conditions and subject to acceleration provisions of the 2017 Plan and restricted stock unit agreement. At the end of the three -year performance period, the number of PBRSUs that actually vest will be 0% to 150% of the target amount, depending on the extent to which the Company meets or exceeds the achievement of those financial performance goals measured over the full three-year performance period. No PBRSUs were granted during the nine months ended March 31, 2017 . The following table summarizes PBRSU activity for the nine months ended March 31, 2018 : Outstanding and Nonvested PBRSUs: PBRSUs Awarded Weighted Average Grant Date Fair Value ($) Weighted Average Remaining Life (Years) Aggregate Intrinsic Value ($ in thousands) Outstanding and nonvested at June 30, 2017 — — — — Granted(1) 37,414 31.70 — 1,186 Vested/Released — — — — Cancelled/Forfeited (1,306 ) 31.70 — — Outstanding and nonvested at March 31, 2018 36,108 31.70 2.6 1,090 Expected to vest at March 31, 2018 31,743 31.70 2.6 959 _____________ (1) The target number of PBRSUs is presented in the table. Under the terms of the awards, the recipient may earn between 0% and 150% of the target number of PBRSUs depending on the extent to which the Company meets or exceeds the achievement of the applicable financial performance goals. The aggregate intrinsic value of PBRSUs outstanding at March 31, 2018 represents the total pretax intrinsic value, based on the Company’s closing stock price of $30.20 at March 29, 2018, representing the last trading day of the fiscal period. PBRSUs that are expected to vest are net of estimated forfeitures. At March 31, 2018 and June 30, 2017, there was $1.0 million and $0 , respectively, of unrecognized compensation cost related to PBRSUs. The unrecognized compensation cost related to PBRSUs at March 31, 2018 is expected to be recognized over the weighted average period of 2.6 years. Total compensation expense for PBRSUs was $79,000 and $0 for the three months ended March 31, 2018 and 2017, respectively. Total compensation expense for PBRSUs was $0.1 million and $0 for the nine months ended March 31, 2018 and 2017, respectively. |
Other Long-Term Liabilities
Other Long-Term Liabilities | 9 Months Ended |
Mar. 31, 2018 | |
Other Liabilities Disclosure [Abstract] | |
Other Long-Term Liabilities | Other Long-Term Liabilities Other long-term liabilities include the following: (In thousands) March 31, 2018 June 30, 2017 Earnout payable(1) $ 600 $ 1,100 Derivative liabilities—noncurrent 146 380 Multiemployer Plan Holdback—Boyd Coffee 1,056 — Accrued cumulative preferred dividends—noncurrent 206 — Other long-term liabilities $ 2,008 $ 1,480 ___________ (1) As of March 31, 2018, includes $0.6 million in earnout payable in connection with the Company’s acquisition of substantially all of the assets of West Coast Coffee completed on February 7, 2017. As of June 30, 2017, includes $0.5 million and $0.6 million in earnout payable in connection with the Company’s acquisition of substantially all of the assets of China Mist completed on October 11, 2016 and the Company’s acquisition of substantially all of the assets of West Coast Coffee completed on February 7, 2017, respectively. At March 31, 2018, the Company recorded a change in the estimated fair value of the China Mist contingent earnout consideration of $(0.5) million as the Company does not expect the contingent sales levels to be reached. |
Income Taxes
Income Taxes | 9 Months Ended |
Mar. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes On December 22, 2017, the President of the United States signed into law the Tax Act. The SEC subsequently issued SAB 118, which provides guidance on accounting for the tax effects of the Tax Act. Under SAB 118, companies are able to record a reasonable estimate of the impacts of the Tax Act if one is able to be determined and report it as a provisional amount during the measurement period. The measurement period is not to extend beyond one year from the enactment date. Impacts of the Tax Act that a company is not able to make a reasonable estimate for should not be recorded until a reasonable estimate can be made during the measurement period. Pursuant to the Tax Act, the Company revised its estimated annual effective rate to reflect a change in the federal statutory rate from 35.0% to 21.0%. The change in statutory rate was made as a result of the Tax Act. The rate change is administratively effective as of the enactment date and the Company is using the blended rate of 28.1% for its fiscal year ending on June 30, 2018, as prescribed. As a result of the Tax Act, the Company recognized tax expense related to adjusting its deferred tax balances to reflect the new corporate tax rate. Deferred tax amounts are calculated based on the rates at which they are expected to reverse in the future. The Company is analyzing certain aspects of the Tax Act and refining its calculations which could potentially affect the measurement of these balances or potentially give rise to new deferred tax amounts. The provisional amounts recorded related to the re-measurement of the Company’s deferred tax balances were $0.5 million and $20.8 million for the three and nine months ended March 31, 2018, respectively. The Company’s effective tax rates for the three months ended March 31, 2018 and 2017 were (8.2)% and 44.4% , respectively. The Company’s effective tax rates for the nine months ended March 31, 2018 and 2017 were (649.1)% and 40.4% , respectively. The effective tax rates for the three and nine months ended March 31, 2018 and 2017 varied from the Company’s federal statutory rates of 28.1% and 35.0% , respectively, primarily due to income tax expense resulting from the enactment of the Tax Act. 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. After consideration of positive and negative evidence, including the recent history of income, the Company concluded that it is more likely than not that the Company will generate future income sufficient to realize the majority of the Company’s deferred tax assets. As of June 30, 2017, the Company’s net deferred tax assets totaled $63.1 million . As discussed in Note 2 , the Company adopted ASU 2016-09 beginning July 1, 2017 and upon adoption recognized the excess tax benefits of $1.6 million as an increase to deferred tax assets and a corresponding increase to retained earnings. In the nine months ended March 31, 2018 , net deferred tax assets decreased by $17.3 million to $45.8 million , primarily as a result of the Tax Act. As of March 31, 2018 and June 30, 2017 the Company had no unrecognized tax benefits. |
Net (Loss) Income Per Common Sh
Net (Loss) Income Per Common Share | 9 Months Ended |
Mar. 31, 2018 | |
Earnings Per Share [Abstract] | |
Net (Loss) Income Per Common Share | Net (Loss) Income Per Common Share Computation of EPS for the three and nine months ended March 31, 2018 excludes the dilutive effect of 488,231 shares issuable under stock options, 36,108 PBRSUs and 383,611 shares issuable upon the assumed conversion of the outstanding Series A Preferred Stock because the Company incurred net losses in the three and nine months ended March 31, 2018 so their inclusion would be anti-dilutive. Computation of EPS for the three and nine months ended March 31, 2017 includes the dilutive effect of 116,020 shares and 120,075 shares, respectively, issuable under stock options with exercise prices below the closing price of the Company’s common stock on the last trading day of the applicable period, but excludes the dilutive effect of 30,401 and 25,508 shares, respectively, issuable under stock options with exercise prices above the closing price of the Company’s common stock on the last trading day of the applicable period because their inclusion would be anti-dilutive. Three Months Ended March 31, Nine Months Ended (In thousands, except share and per share amounts) 2018 2017 2018 2017 Undistributed net (loss) income available to common stockholders $ (4,033 ) $ 1,592 $ (23,899 ) $ 23,253 Undistributed net (loss) income available to nonvested restricted stockholders and holders of convertible preferred stock (3 ) 2 (13 ) 35 Net (loss) income available to common stockholders—basic $ (4,036 ) $ 1,594 $ (23,912 ) $ 23,288 Weighted average common shares outstanding—basic 16,760,145 16,605,754 16,727,624 16,584,125 Effect of dilutive securities: Shares issuable under stock options — 116,020 — 120,075 Shares issuable PBRSUs — — — — Shares issuable under convertible preferred stock — — — — Weighted average common shares outstanding—diluted 16,760,145 16,721,774 16,727,624 16,704,200 Net (loss) income per common share available to common stockholders—basic $ (0.24 ) $ 0.10 $ (1.43 ) $ 1.40 Net (loss) income per common share available to common stockholders—diluted $ (0.24 ) $ 0.10 $ (1.43 ) $ 1.39 |
Preferred Stock (Notes)
Preferred Stock (Notes) | 9 Months Ended |
Mar. 31, 2018 | |
Preferred Stock [Abstract] | |
Preferred Stock [Text Block] | Preferred Stock The Company is authorized to issue 500,000 shares of preferred stock at a par value of $1.00 , including 21,000 authorized shares of Series A Preferred Stock. Series A Convertible Participating Cumulative Perpetual Preferred Stock On October 2, 2017, the Company issued 14,700 shares of Series A Preferred Stock in connection with the Boyd Coffee acquisition. The Series A Preferred Stock pays a dividend, when, as and if declared by the Company’s Board of Directors, of 3.5% APR of the stated value per share payable in four quarterly installments in arrears, and has an initial stated value of $1,000 per share, adjustable up or down by the amount of undeclared and unpaid dividends or subsequent payment of accumulated dividends thereon, respectively, and a conversion premium of 22.5% . Dividends may be paid in cash. The Company accrues for undeclared and unpaid dividends as they are payable under the conversion features on a cumulative basis. At March 31, 2018 , the Company had undeclared and unpaid preferred dividends of $257,250 on 14,700 issued and outstanding shares of Series A Preferred Stock. Series A Preferred Stock is a participating security because it has rights to earnings that otherwise would have been available to common stockholders. On an as converted basis, holders of Series A Preferred Stock are entitled to vote together with the holders of the Company’s common stock and are entitled to share in the dividends on common stock, when declared. Each share of Series A Preferred Stock is convertible into 26 shares of the Company’s common stock (rounded down to the nearest whole share and subject to adjustment in accordance with the terms of the Certificate of Designations filed with the Secretary of State of the State of Delaware). Series A Preferred Stock is a perpetual stock and, therefore, not redeemable. Based on its characteristics, the Company classified Series A Preferred Stock as permanent equity. Series A Preferred Stock is carried on the Company’s balance sheet at the amount recorded at inception until converted. The Company may mandatorily convert all but not a portion of the Series A Preferred Stock one year from the date of issue. The holder may convert 20% , 30% and 50% of the Series A Preferred Stock at the end of the first, second and third year, respectively, from the date of issue. Series A Preferred Stock cannot be sold or transferred by the holder for a period of three years from the date of issue, with the exception of transfer by holder, not for value, to the holder’s shareholder. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Mar. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies For a detailed discussion about the Company’s commitments and contingencies, see Note 23, “ Commitments and Contingencies ” to the consolidated financial statements in the 2017 Form 10-K. During the nine months ended March 31, 2018 , other than the following, there were no material changes in the Company’s commitments and contingencies. New Facility Construction and Equipment Contracts On February 9, 2018, the Company and Haskell entered into Task Order 6 for the expansion of the Company’s production lines in the New Facility. The maximum price payable by the Company to Haskell under Task Order 6 for all of Haskell’s services, equipment procurement and installation, and construction work in connection with the Expansion Project is $19.3 million . In fiscal 2018, the Company anticipates paying between $9 million to $14 million in capital expenditures associated with the Expansion Project, of which $2.9 million and $5.6 million has been paid in the three and nine months ended March 31, 2018, respectively, with the balance of up to the guaranteed maximum price of $19.3 million expected to be paid in fiscal 2019. Borrowings Under Revolving Credit Facility At March 31, 2018 , the Company had outstanding borrowings of $85.9 million under its Revolving Facility, as compared to outstanding borrowings of $27.6 million at June 30, 2017. The increase in outstanding borrowings in the nine months ended March 31, 2018 included $39.5 million to fund the cash paid at closing for the purchase of the Boyd Business and the initial Company obligations under the post-closing transition services agreement. Non-cancelable Purchase Orders As of March 31, 2018 , the Company had committed to purchase green coffee inventory totaling $55.8 million under fixed-price contracts, and other purchases totaling $13.9 million under non-cancelable purchase orders. Legal Proceedings Council for Education and Research on Toxics (“CERT”) v. Brad Berry Company Ltd., et al., Superior Court of the State of California, County of Los Angeles On August 31, 2012, CERT filed an amendment to a private enforcement action adding a number of companies as defendants, including CBI, which sell coffee in California. The suit alleges that the defendants have failed to issue clear and reasonable warnings in accordance with Proposition 65 that the coffee they produce, distribute and sell contains acrylamide. This lawsuit was filed in Los Angeles Superior Court (the “Court”). CERT has demanded that the alleged violators remove acrylamide from their coffee or provide Proposition 65 warnings on their products and pay $2,500 per day for each and every violation while they are in violation of Proposition 65. Acrylamide is produced naturally in connection with the heating of many foods, especially starchy foods, and is believed to be caused by the Maillard reaction, though it has also been found in unheated foods such as olives. With respect to coffee, acrylamide is produced when coffee beans are heated during the roasting process-it is the roasting itself that produces the acrylamide. While there has been a significant amount of research concerning proposals for treatments and other processes aimed at reducing acrylamide content of different types of foods, to our knowledge there is currently no known strategy for reducing acrylamide in coffee without negatively impacting the sensorial properties of the product. The Company has joined a Joint Defense Group, or JDG, and, along with the other co-defendants, has answered the complaint, denying, generally, the allegations of the complaint, including the claimed violation of Proposition 65 and further denying CERT’s right to any relief or damages, including the right to require a warning on products. The Joint Defense Group contends that based on proper scientific analysis and proper application of the standards set forth in Proposition 65, exposures to acrylamide from the coffee products pose no significant risk of cancer and, thus, these exposures are exempt from Proposition 65’s warning requirement. To date, the pleadings stage of the case has been completed. The Court has phased trial so that the “no significant risk level” defense, the First Amendment defense, and the preemption defense will be tried first. Fact discovery and expert discovery on these “Phase 1” defenses have been completed, and the parties filed trial briefs. Trial commenced on September 8, 2014, and testimony completed on November 4, 2014, for the three Phase 1 defenses. Following final trial briefing, the Court heard, on April 9, 2015, final arguments on the Phase 1 issues. On September 1, 2015, the Court ruled against the JDG on the Phase 1 affirmative defenses. The JDG received permission to file an interlocutory appeal, which was filed by writ petition on October 14, 2015. On January 14, 2016, the Court of Appeals denied the JDG’s writ petition thereby denying the interlocutory appeal so that the case stays with the trial court. On February 16, 2016, the Plaintiff filed a motion for summary adjudication arguing that based upon facts that had been stipulated by the JDG, the Plaintiff had proven its prima facie case and all that remains is a determination of whether any affirmative defenses are available to Defendants. On March 16, 2016, the Court reinstated the stay on discovery for all parties except for the four largest defendants. Following a hearing on April 20, 2016, the Court granted Plaintiff’s motion for summary adjudication on its prima facie case. Plaintiff filed its motion for summary adjudication of affirmatives defenses on May 16, 2016. At the August 19, 2016 hearing on Plaintiff’s motion for summary adjudication (and the JDG’s opposition), the Court denied Plaintiff’s motion, thus maintaining the ability of the JDG to defend the issues at trial. On October 7, 2016, the Court continued the Plaintiff’s motion for preliminary injunction until the trial for Phase 2. In November 2016, the parties pursued mediation, but were not able to resolve the dispute. In December 2016, discovery resumed for all defendants. Depositions of “person most knowledgeable” witnesses for each defendant in the JDG commenced in late December and proceeded through early 2017, followed by new interrogatories served upon the defendants. The Court set a fact and discovery cutoff of May 31, 2017 and an expert discovery cutoff of August 4, 2017. Depositions of expert witnesses were completed by the end of July. On July 6, 2017, the Court held hearings on a number of discovery motions and denied Plaintiff’s motion for sanctions as to all the defendants. At a final case management conference on August 21, 2017 the Court set August 31, 2017 as the new trial date for Phase 2, though later changed the starting date for trial to September 5, 2017. The Court elected to break up trial for Phase 2 into two segments, the first focused on liability and the second on remedies. After 14 days at trial, both sides rested on the liability segment, and the Court set a date of November 21, 2017 for the hearing for all evidentiary issues related to this liability segment. The Court also set deadlines for evidentiary motions, issues for oral argument, and oppositions to motions. This hearing date was subsequently moved to January 19, 2018. On March 28, 2018, the Court issued a proposed statement of decision in favor of Plaintiff. The parties will respond with any objections to the proposed decision and, following that, the Court would rule on the objections and file its final statement of decision. Based upon the Court’s final decision on the liability phase, the next step would be a final phase of the trial to adjudicate remedies, including whether any damages or penalties would be imposed or whether the Court will order the use of any warnings, including any packaging warnings. At this time, the Company is not able to predict the probability of the outcome or estimate of loss, if any, related to this matter. The Company is a party to various other pending legal and administrative proceedings. It is management’s opinion that the outcome of such proceedings will not have a material impact on the Company’s financial position, results of operations, or cash flows. |
Summary of Significant Accoun28
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Basis of Accounting | Basis of Presentation The accompanying unaudited condensed 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 (consisting only of normal recurring accruals, unless otherwise indicated) considered necessary for a fair presentation of the interim financial data have been included. Operating results for the three and nine months ended March 31, 2018 are not necessarily indicative of the results that may be expected for the fiscal year ending June 30, 2018. Events occurring subsequent to March 31, 2018 have been evaluated for potential recognition or disclosure in the unaudited condensed consolidated financial statements for the three and nine months ended March 31, 2018 . The accompanying unaudited condensed 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, 2017, filed with the Securities and Exchange Commission (the “SEC”) on September 28, 2017 (the “2017 Form 10-K”). For a detailed discussion about the Company’s significant accounting policies, see Note 2, “ Summary of Significant Accounting Policies ” to the consolidated financial statements in the 2017 Form 10-K. During the three and nine months ended March 31, 2018 , other than as set forth below and the adoption of Accounting Standards Update (“ASU”) No. 2017-12, “Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities” (“ASU 2017-12”), ASU No. 2016-09, “Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting” (“ASU 2016-09”), and ASU No. 2015-11, “Inventory (Topic 330): Simplifying the Measurement of Inventory” (“ASU 2015-11”), there were no significant updates made to the Company’s significant accounting policies. |
Principles of Consolidation | Principles of Consolidation The condensed consolidated financial statements include the accounts of the Company and its direct and indirect wholly owned subsidiaries FBC Finance Company, a California corporation, Coffee Bean Holding Co., Inc., a Delaware corporation, the parent company of Coffee Bean International, Inc., an Oregon corporation (“CBI”), CBI, China Mist Brands, Inc., a Delaware corporation, and Boyd Assets Co., a Delaware corporation. All inter-company balances and transactions have been eliminated. |
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 condensed 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. |
Coffee Brewing Equipment and Service | Coffee Brewing Equipment and Service The Company classifies certain expenses related to coffee brewing equipment provided to customers as cost of goods sold. These costs include the cost of the equipment as well as the cost of servicing that equipment (including service employees’ salaries, cost of transportation and the cost of supplies and parts) and are considered directly attributable to the generation of revenues from its customers. |
Net Income (Loss) per Common Share | Net (Loss) Income Per Common Share Net (loss) income per share (“EPS”) represents net (loss) income available to common stockholders divided by the weighted-average number of common shares outstanding for the period, excluding unallocated shares held by the Company's Employee Stock Ownership Plan (“ESOP”). Dividends on the Company’s outstanding Series A Convertible Participating Cumulative Perpetual Preferred Stock, par value $1.00 per share (“Series A Preferred Stock”), that the Company has paid or intends to pay are deducted from net (loss) income in computing net (loss) income available to common stockholders. Under the two-class method, net (loss) income available to nonvested restricted stockholders and holders of Series A Preferred Stock is excluded from net (loss) income available to common stockholders for purposes of calculating basic and diluted EPS. Diluted EPS represents net income available to holders of common stock divided by the weighted-average number of common shares outstanding, inclusive of the dilutive impact of common equivalent shares outstanding during the period. Common equivalent shares include potentially dilutive shares from share-based compensation including stock options, unvested restricted stock, performance-based restricted stock units, and shares of Series A Preferred Stock, as converted, because they are deemed participating securities. In the absence of contrary information, the Company assumes 100% of the target shares are issuable under performance-based restricted stock units. The dilutive effect of Series A Preferred Stock is reflected in diluted EPS by application of the if-converted method. In applying the if-converted method, conversion will not be assumed for purposes of computing diluted EPS if the effect would be anti-dilutive. The Series A Preferred Stock is anti-dilutive whenever the amount of the dividend declared or accumulated in the current period per common share obtainable upon conversion exceeds basic EPS. See Note 19 . |
Shipping and Handling Costs | Shipping and Handling Costs Shipping and handling costs incurred through outside carriers are recorded as a component of the Company’s selling expenses and were $7.6 million and $6.0 million , respectively, in the three months ended March 31, 2018 and 2017 |
Recently Adopted Accounting Standards and New Accounting Pronouncements | Recently Adopted Accounting Standards In August 2017, the Financial Accounting Standards Board (“FASB”) issued ASU 2017-12. ASU 2017-12 amends the hedge accounting model in Accounting Standards Codification (“ASC”) 815 to enable entities to better portray the economics of their risk management activities in the financial statements and enhance the transparency and understandability of hedge results. ASU 2017-12 expands an entity’s ability to hedge non-financial and financial risk components and reduce complexity in fair value hedges of interest rate risk. The guidance eliminates the requirement to separately measure and report hedge ineffectiveness and generally requires the entire change in the fair value of a hedging instrument to be presented in the same income statement line as the hedged item. The guidance also eases certain documentation and assessment requirements and modifies the accounting for components excluded from the assessment of hedge effectiveness. The guidance in ASU 2017-12 is effective for annual periods beginning after December 15, 2018, including interim periods within those fiscal years, and is effective for the Company beginning July 1, 2019. Early adoption is permitted in any interim period or fiscal year before the effective date. For cash flow and net investment hedges existing at the date of adoption, entities will apply the new guidance using a modified retrospective approach (i.e., with a cumulative effect adjustment recorded to the opening balance of retained earnings as of the initial application date). The guidance provides transition relief to make it easier for entities to apply certain amendments to existing hedges (including fair value hedges) where the hedge documentation needs to be modified. The Company early adopted ASU 2017-12 as of September 30, 2017 for its cash flow hedges related to coffee commodity purchases. Adoption of ASU 2017-12 resulted in a cumulative adjustment of $0.3 million to the opening balance of retained earnings as of October 1, 2017. Adoption of ASU 2017-12 did not have any other material effect on the results of operations, financial position or cash flows of the Company. In March 2016, the FASB issued ASU 2016-09. ASU 2016-09 was issued as part of the FASB’s Simplification Initiative. The areas for simplification in ASU 2016-09 involve several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. ASU 2016-09 requires that the tax impact related to the difference between share-based compensation for book and tax purposes be recognized as income tax benefit or expense in the reporting period in which such awards vest. ASU 2016-09 also required a modified retrospective adoption for previously unrecognized excess tax benefits. The guidance in ASU 2016-09 is effective for public business entities for annual periods beginning after December 15, 2016, including interim periods within those annual reporting periods. The Company adopted ASU 2016-09 beginning July 1, 2017 on a modified retrospective basis, recognizing all excess tax benefits previously unrecognized, as a cumulative-effect adjustment increasing deferred tax assets by $1.6 million and increasing retained earnings by the same amount as of July 1, 2017. Adoption of ASU 2016-09 did not have any other material effect on the results of operations, financial position or cash flows of the Company. In July 2015, the FASB issued ASU 2015-11. ASU 2015-11 simplifies the subsequent measurement of inventory by requiring inventory to be measured at the lower of cost and net realizable value. Entities will continue to apply their existing impairment models to inventories that are accounted for using last-in first-out or LIFO and the retail inventory method or RIM. Under current guidance, net realizable value is one of several calculations an entity needs to make to measure inventory at the lower of cost or market. ASU 2015-11 is effective for public business entities for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. Early adoption is permitted, and the guidance must be applied prospectively after the date of adoption. The Company adopted ASU 2015-11 beginning July 1, 2017. Adoption of ASU 2015-11 did not have a material effect on the results of operations, financial position or cash flows of the Company. New Accounting Pronouncements |
Acquisition (Tables)
Acquisition (Tables) | 9 Months Ended |
Mar. 31, 2018 | |
Business Acquisition [Line Items] | |
Business Acquisition, Schedule of Financial Information of Acquired Entity [Table Text Block] | The following table presents the net sales and loss before taxes from the Boyd Business operations that are included in the Company’s Condensed Consolidated Statements of Operations for the three and nine months ended March 31, 2018 (unaudited): (In thousands) March 31, 2018 Three Months Ended Nine Months Ended Net sales $ 22,848 $ 49,138 Income before taxes $ 81 $ 592 |
Business Acquisition, Pro Forma Information [Table Text Block] | The following table sets forth certain unaudited pro forma financial results for the Company for the three and nine months ended March 31, 2018 and 2017, as if the acquisition of the Boyd Business was consummated on the same terms as of the first day of the applicable fiscal period. Three Months Ended March 31, Nine Months Ended March 31, 2018 2017 2018 2017 (In thousands) Net sales $ 157,927 $ 161,339 $ 478,988 $ 480,749 (Loss) income before taxes $ (3,611 ) $ 2,838 $ (2,832 ) $ 39,252 |
China Mist Brands, Inc [Member] | |
Business Acquisition [Line Items] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table summarizes the final allocation of consideration transferred as of the acquisition date: (In thousands) Fair Value Estimated Useful Life (years) Cash paid, net of cash acquired $ 11,183 Post-closing final working capital adjustments 553 Fair value of contingent consideration 500 Total consideration $ 12,236 Accounts receivable $ 811 Inventory 544 Prepaid assets 48 Property, plant and equipment 189 Goodwill 2,927 Intangible assets: Recipes 930 7 Non-compete agreement 100 5 Customer relationships 2,000 10 Trade name/trademark—indefinite-lived 5,070 Accounts payable (383 ) Total consideration, net of cash acquired $ 12,236 |
West Coast Coffee, Inc. | |
Business Acquisition [Line Items] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table summarizes the final allocation of consideration transferred as of the acquisition date: (In thousands) Fair Value Estimated Useful Life (years) Cash paid, net of cash acquired $ 14,671 Post-closing final working capital adjustments (218 ) Fair value of contingent consideration 600 Total consideration $ 15,053 Accounts receivable $ 956 Inventory 910 Prepaid assets 16 Property, plant and equipment 1,546 Goodwill 7,630 Intangible assets: Non-compete agreements 100 5 Customer relationships 4,400 10 Trade name—finite-lived 260 7 Brand name—finite-lived 250 1.7 Accounts payable (833 ) Other liabilities (182 ) Total consideration, net of cash acquired $ 15,053 |
Boyd Coffee [Member] | |
Business Acquisition [Line Items] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table summarizes the preliminary allocation of consideration transferred as of the acquisition date: (In thousands) Fair Value Estimated Useful Life (years) Cash paid $ 38,871 Holdback Cash Amount 3,150 Multiemployer Plan Holdback 1,056 Fair value of Series A Preferred Stock (14,700 shares)(1) 11,756 Fair value of Holdback Stock (6,300 shares)(1) 4,825 Preliminary estimated post-closing working capital adjustment (8,059 ) Total consideration $ 51,599 Accounts receivable $ 7,166 Inventory 9,415 Prepaid expense and other assets 1,951 Property, plant and equipment 4,936 Goodwill 25,732 Intangible assets: Customer relationships 16,000 10 Trade name/trademark—indefinite-lived 3,100 Accounts payable (15,080 ) Other liabilities (1,621 ) Total consideration $ 51,599 ______________ (1) Fair value of Series A Preferred Stock and Holdback Stock as of the Closing Date, estimated as the sum of (a) the present value of the dividends payable thereon and (b) the stated value of the Series A Preferred Stock or Holdback Stock, as the case may be, adjusted for both the conversion premium and the discount for lack of marketability arising from conversion restrictions. |
Derivative Instruments (Tables)
Derivative Instruments (Tables) | 9 Months Ended |
Mar. 31, 2018 | |
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 March 31, 2018 and June 30, 2017: (In thousands) March 31, 2018 June 30, 2017 Derivative instruments designated as cash flow hedges: Long coffee pounds 32,625 33,038 Derivative instruments not designated as cash flow hedges: Long coffee pounds 2,129 2,121 Less: Short coffee pounds (38 ) — Total 34,716 35,159 |
Schedule of Fair Values of Derivative Instruments on the Consolidated Balance Sheets | Fair values of derivative instruments on the Company’s Condensed Consolidated Balance Sheets: Derivative Instruments Designated as Cash Flow Hedges Derivative Instruments Not Designated as Accounting Hedges March 31, 2018 June 30, 2017 March 31, 2018 June 30, 2017 (In thousands) Financial Statement Location: Short-term derivative assets(1): Coffee-related derivative instruments $ 16 $ 66 $ 1 $ — Long-term derivative assets(2): Coffee-related derivative instruments $ — $ 66 $ — $ — Short-term derivative liabilities(1): Coffee-related derivative instruments $ 2,068 $ 1,733 $ 553 $ 190 Long-term derivative liabilities(2): Coffee-related derivative instruments $ 146 $ 446 $ — $ — ________________ (1) Included in “Short-term derivative liabilities” on the Company’s Condensed Consolidated Balance Sheets at March 31, 2018 and June 30, 2017. (2) Included in “Other long-term liabilities” on the Company’s Condensed Consolidated Balance Sheets at March 31, 2018 and June 30, 2017. |
Schedule of Pretax Effect of Derivative Instruments on Earnings and OCI | The following table presents pretax net gains and losses for the Company’s coffee-related derivative instruments designated as cash flow hedges, as recognized in accumulated other comprehensive income (loss) “AOCI,” “Cost of goods sold” and “Other, net”: Three Months Ended March 31, Nine Months Ended March 31, Financial Statement Classification (In thousands) 2018 2017 2018 2017 Net (losses) gains recognized in AOCI $ (3,265 ) $ 188 $ (5,724 ) $ (2,029 ) AOCI Net (losses) gains recognized in earnings $ (1,815 ) $ 865 $ (2,419 ) $ 614 Costs of goods sold Net gains recognized in earnings (ineffective portion)(1) $ — $ 90 $ 48 $ 63 Other, net ________________ (1) Amount included in nine months ended March 31, 2018 relates to trades terminated prior to the adoption of ASU 2017-12. |
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 March 31, Nine Months Ended March 31, (In thousands) 2018 2017 2018 2017 Net (losses) gains on coffee-related derivative instruments $ (444 ) $ 188 $ (537 ) $ (1,052 ) Net gains (losses) on investments — 738 7 (354 ) Net (losses) gains on derivative instruments and investments(1) (444 ) 926 (530 ) (1,406 ) Other gains, net(2) 598 118 1,324 318 Other, net $ 154 $ 1,044 $ 794 $ (1,088 ) ___________ (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 nine months ended March 31, 2018 and 2017. |
Schedule of Offsetting Assets | The following table presents the Company’s net exposure from its offsetting derivative asset and liability positions as of the reporting dates indicated: (In thousands) Gross Amount Reported on Balance Sheet Netting Adjustments Cash Collateral Posted Net Exposure March 31, 2018 Derivative Assets $ 17 $ (17 ) $ — $ — Derivative Liabilities $ 2,767 $ (17 ) $ — $ 2,750 June 30, 2017 Derivative Assets $ 132 $ (132 ) $ — $ — Derivative Liabilities $ 2,369 $ (132 ) $ — $ 2,237 |
Schedule of Offsetting Liabilities | The following table presents the Company’s net exposure from its offsetting derivative asset and liability positions as of the reporting dates indicated: (In thousands) Gross Amount Reported on Balance Sheet Netting Adjustments Cash Collateral Posted Net Exposure March 31, 2018 Derivative Assets $ 17 $ (17 ) $ — $ — Derivative Liabilities $ 2,767 $ (17 ) $ — $ 2,750 June 30, 2017 Derivative Assets $ 132 $ (132 ) $ — $ — Derivative Liabilities $ 2,369 $ (132 ) $ — $ 2,237 |
Investments (Tables)
Investments (Tables) | 9 Months Ended |
Mar. 31, 2018 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of Investments | The following table shows gains and losses on trading securities: Three Months Ended March 31, Nine Months Ended March 31, (In thousands) 2018 2017 2018 2017 Total gains (losses) recognized from trading securities $ — $ 738 $ 7 $ (354 ) Less: Realized gains from sales of trading securities — 7 7 5 Unrealized gains (losses) from trading securities $ — $ 731 $ — $ (359 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Mar. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Schedule of Assets and Liabilities Measured and Recorded at Fair Value on a Recurring Basis | Assets and liabilities measured and recorded at fair value on a recurring basis were as follows: (In thousands) Total Level 1 Level 2 Level 3 March 31, 2018 Preferred stock $ — $ — $ — $ — Derivative instruments designated as cash flow hedges: Coffee-related derivative assets(1) $ 16 $ — $ 16 $ — Coffee-related derivative liabilities(1) $ 2,214 $ — $ 2,214 $ — Derivative instruments not designated as accounting hedges: Coffee-related derivative assets(1) $ 1 $ — $ 1 $ — Coffee-related derivative liabilities(1) $ 553 $ — $ 553 $ — Total Level 1 Level 2 Level 3 June 30, 2017 Preferred stock(2) $ 368 $ — $ 368 $ — Derivative instruments designated as cash flow hedges: Coffee-related derivative assets(1) $ 132 $ — $ 132 $ — Coffee-related derivative liabilities(1) $ 2,179 $ — $ 2,179 $ — Derivative instruments not designated as accounting hedges: Coffee-related derivative liabilities(1) $ 190 $ — $ 190 $ — ____________________ (1) The Company’s coffee-related derivative instruments are traded over-the-counter and, therefore, classified as Level 2. (2) Included in “Short-term investments” on the Company’s Condensed Consolidated Balance Sheet at June 30, 2017. |
Accounts Receivable, net (Table
Accounts Receivable, net (Tables) | 9 Months Ended |
Mar. 31, 2018 | |
Receivables [Abstract] | |
Schedule of Accounts, Notes, Loans and Financing Receivable | (In thousands) March 31, 2018 June 30, 2017 Trade receivables $ 59,804 $ 44,531 Other receivables(1) 3,102 2,636 Allowance for doubtful accounts (918 ) (721 ) Accounts receivable, net $ 61,988 $ 46,446 __________ (1) At March 31, 2018 and June 30, 2017, respectively, the Company had recorded $0.2 million and $0.4 million , in “Other receivables” included in “Accounts receivable, net” on its Condensed Consolidated Balance Sheets representing earnout receivable from Harris Spice Company. |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Mar. 31, 2018 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory, Current | (In thousands) March 31, 2018 June 30, 2017 Coffee Processed $ 16,755 $ 14,085 Unprocessed 26,485 17,083 Total $ 43,240 $ 31,168 Tea and culinary products Processed $ 24,981 $ 20,741 Unprocessed 922 74 Total $ 25,903 $ 20,815 Coffee brewing equipment parts $ 5,937 $ 4,268 Total inventories $ 75,080 $ 56,251 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 9 Months Ended |
Mar. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | (In thousands) March 31, 2018 June 30, 2017 Buildings and facilities $ 108,515 $ 108,682 Machinery and equipment 224,993 201,236 Equipment under capital leases 2,486 7,540 Capitalized software 23,611 21,794 Office furniture and equipment 13,350 12,758 372,955 352,010 Accumulated depreciation (205,672 ) (192,280 ) Land 16,218 16,336 Property, plant and equipment, net $ 183,501 $ 176,066 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 9 Months Ended |
Mar. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets Disclosure | The following is a summary of the Company’s amortized and unamortized intangible assets other than goodwill: March 31, 2018 June 30, 2017 (In thousands) Gross Carrying Amount(1) Accumulated Amortization(1) Gross Carrying Amount Accumulated Amortization Amortized intangible assets: Customer relationships(2) $ 33,003 $ (12,300 ) $ 17,353 $ (10,883 ) Non-compete agreements 220 (71 ) 220 (38 ) Recipes 930 (188 ) 930 (88 ) Trade name/brand name 510 (225 ) 510 (84 ) Total amortized intangible assets $ 34,663 $ (12,784 ) $ 19,013 $ (11,093 ) Unamortized intangible assets: Trademarks, trade names and brand name with indefinite lives(3) $ 10,328 $ — $ 10,698 $ — Total unamortized intangible assets $ 10,328 $ — $ 10,698 $ — Total intangible assets $ 44,991 $ (12,784 ) $ 29,711 $ (11,093 ) ___________ (1) Reflects the preliminary purchase price allocation for the acquisition of the Boyd Business. Subject to change based on numerous factors, including the final estimated fair value of the assets acquired and the liabilities assumed and the amount of the final post-closing net working capital adjustment. Adjustments in the purchase price allocation may require an adjustment of the amounts allocated to goodwill. |
Employee Benefit Plans (Tables)
Employee Benefit Plans (Tables) | 9 Months Ended |
Mar. 31, 2018 | |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |
Schedule of Net Periodic Benefit Costs | The net periodic benefit cost for the defined benefit pension plans is as follows: Three Months Ended March 31, Nine Months Ended March 31, 2018 2017 2018 2017 (In thousands) Service cost $ — $ 124 $ — $ 372 Interest cost 1,432 1,397 4,296 4,191 Expected return on plan assets (1,456 ) (1,607 ) (4,368 ) (4,821 ) Amortization of net loss(1) 418 508 1,254 1,524 Net periodic benefit cost $ 394 $ 422 $ 1,182 $ 1,266 ___________ (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. |
Pension Plan | |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |
Schedule of Assumptions Used [Table Text Block] | Weighted-Average Assumptions Used to Determine Net Periodic Benefit Cost Fiscal 2018 2017 Discount rate 3.80% 3.55% Expected long-term return on plan assets 6.75% 7.75% |
Other Postretirement Benefit Plan | |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |
Schedule of Net Periodic Benefit Costs | The following table shows the components of net periodic postretirement benefit cost for the Retiree Medical Plan and Death Benefit for the three and nine months ended March 31, 2018 and 2017. Net periodic postretirement benefit cost for the three and nine months ended March 31, 2018 was based on employee census information and asset information as of June 30, 2017. Three Months Ended March 31, Nine Months Ended March 31, 2018 2017 2018 2017 (In thousands) Service cost $ 152 $ 190 $ 456 $ 570 Interest cost 209 207 627 621 Amortization of net gain (210 ) (157 ) (630 ) (471 ) Amortization of prior service credit (439 ) (439 ) (1,317 ) (1,317 ) Net periodic postretirement benefit credit $ (288 ) $ (199 ) $ (864 ) $ (597 ) |
Schedule of Assumptions Used [Table Text Block] | Weighted-Average Assumptions Used to Determine Net Periodic Postretirement Benefit Cost Fiscal 2018 2017 Retiree Medical Plan discount rate 4.13% 3.73% Death Benefit discount rate 4.12% 3.79% |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 9 Months Ended |
Mar. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of Share-based Compensation, Nonvested Restricted Stock Shares Activity | The following table summarizes restricted stock activity for the nine months ended March 31, 2018 : Outstanding and Nonvested Restricted Stock Awards: Shares Awarded Weighted Average Grant Date Fair Value ($) Weighted Average Remaining Life (Years) Aggregate Intrinsic Value ($ in thousands) Outstanding and nonvested at June 30, 2017 15,445 29.79 0.9 467 Granted 13,110 33.88 1.7 444 Vested/Released (9,642 ) 31.12 — 323 Cancelled/Forfeited (3,955 ) 26.13 — — Outstanding and nonvested at March 31, 2018 14,958 33.48 1.7 452 Expected to vest at March 31, 2018 14,327 33.49 1.7 433 |
Schedule of Nonvested Performance-Based Restricted Stock Units Activity | The following table summarizes PBRSU activity for the nine months ended March 31, 2018 : Outstanding and Nonvested PBRSUs: PBRSUs Awarded Weighted Average Grant Date Fair Value ($) Weighted Average Remaining Life (Years) Aggregate Intrinsic Value ($ in thousands) Outstanding and nonvested at June 30, 2017 — — — — Granted(1) 37,414 31.70 — 1,186 Vested/Released — — — — Cancelled/Forfeited (1,306 ) 31.70 — — Outstanding and nonvested at March 31, 2018 36,108 31.70 2.6 1,090 Expected to vest at March 31, 2018 31,743 31.70 2.6 959 |
NQOs | Vested | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of Share-based Compensation, Stock Options, Activity | The following table summarizes NQO activity for the nine months ended March 31, 2018 : Outstanding NQOs: Number of NQOs Weighted Average Exercise Price ($) Weighted Average Grant Date Fair Value ($) Weighted Average Remaining Life (Years) Aggregate Intrinsic Value ($ in thousands) Outstanding at June 30, 2017 133,464 13.05 5.99 2.6 2,299 Granted 124,278 31.70 10.41 6.4 — Exercised (62,489 ) 12.51 5.78 — 1,233 Cancelled/Forfeited (9,114 ) 28.12 10.76 — — Outstanding at March 31, 2018 186,139 24.94 8.78 4.9 1,162 Vested and exercisable at March 31, 2018 63,832 12.01 5.60 1.7 1,162 Vested and expected to vest at March 31, 2018 176,915 24.59 8.69 4.8 1,162 |
PNQs | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of Share-based Compensation, Stock Options, Activity | The following table summarizes PNQ activity for the nine months ended March 31, 2018 : Outstanding PNQs: Number of PNQs Weighted Average Exercise Price ($) Weighted Average Grant Date Fair Value ($) Weighted Average Remaining Life (Years) Aggregate Intrinsic Value ($ in thousands) Outstanding at June 30, 2017 358,786 27.75 10.96 5.2 1,181 Granted — — — — — Exercised (10,342 ) 27.13 11.02 — 61 Cancelled/Forfeited (46,352 ) 32.08 11.43 — — Outstanding at March 31, 2018 302,092 27.10 10.89 4.3 1,127 Vested and exercisable at March 31, 2018 223,318 25.54 10.72 4.0 1,104 Vested and expected to vest at March 31, 2018 298,531 27.04 10.88 4.3 1,126 |
Other Long-Term Liabilities (Ta
Other Long-Term Liabilities (Tables) | 9 Months Ended |
Mar. 31, 2018 | |
Other Liabilities Disclosure [Abstract] | |
Other Long-Term Liabilities | Other long-term liabilities include the following: (In thousands) March 31, 2018 June 30, 2017 Earnout payable(1) $ 600 $ 1,100 Derivative liabilities—noncurrent 146 380 Multiemployer Plan Holdback—Boyd Coffee 1,056 — Accrued cumulative preferred dividends—noncurrent 206 — Other long-term liabilities $ 2,008 $ 1,480 ___________ (1) As of March 31, 2018, includes $0.6 million in earnout payable in connection with the Company’s acquisition of substantially all of the assets of West Coast Coffee completed on February 7, 2017. As of June 30, 2017, includes $0.5 million and $0.6 million in earnout payable in connection with the Company’s acquisition of substantially all of the assets of China Mist completed on October 11, 2016 and the Company’s acquisition of substantially all of the assets of West Coast Coffee completed on February 7, 2017, respectively. At March 31, 2018, the Company recorded a change in the estimated fair value of the China Mist contingent earnout consideration of $(0.5) million as the Company does not expect the contingent sales levels to be reached. |
Net (Loss) Income Per Common 40
Net (Loss) Income Per Common Share (Tables) | 9 Months Ended |
Mar. 31, 2018 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings (Loss) Per Common Share, Basic and Diluted | Three Months Ended March 31, Nine Months Ended (In thousands, except share and per share amounts) 2018 2017 2018 2017 Undistributed net (loss) income available to common stockholders $ (4,033 ) $ 1,592 $ (23,899 ) $ 23,253 Undistributed net (loss) income available to nonvested restricted stockholders and holders of convertible preferred stock (3 ) 2 (13 ) 35 Net (loss) income available to common stockholders—basic $ (4,036 ) $ 1,594 $ (23,912 ) $ 23,288 Weighted average common shares outstanding—basic 16,760,145 16,605,754 16,727,624 16,584,125 Effect of dilutive securities: Shares issuable under stock options — 116,020 — 120,075 Shares issuable PBRSUs — — — — Shares issuable under convertible preferred stock — — — — Weighted average common shares outstanding—diluted 16,760,145 16,721,774 16,727,624 16,704,200 Net (loss) income per common share available to common stockholders—basic $ (0.24 ) $ 0.10 $ (1.43 ) $ 1.40 Net (loss) income per common share available to common stockholders—diluted $ (0.24 ) $ 0.10 $ (1.43 ) $ 1.39 |
Preferred Stock (Tables)
Preferred Stock (Tables) | 9 Months Ended |
Mar. 31, 2018 | |
Preferred Stock [Abstract] | |
Schedule of Auction Market Preferred Securities by Stock Series [Table Text Block] | At March 31, 2018, Series A Preferred Stock consisted of the following: Shares Authorized Shares Issued and Outstanding Par Value per Share Carrying Value Cumulative Preferred Dividends Liquidation Preference 21,000 14,700 $ 1.00 $ 14,700 $ 257,250 $ 820,554 |
Summary of Significant Accoun42
Summary of Significant Accounting Policies - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | Jun. 30, 2017 | |
Property, Plant and Equipment | |||||
Preferred stock, par value (in US$ per share) | $ 1 | $ 1 | $ 1 | ||
Cost of goods sold | $ 99,117 | $ 84,367 | $ 283,670 | $ 247,586 | |
Property, plant and equipment gross | 372,955 | 372,955 | $ 352,010 | ||
Shipping and handling costs | 7,600 | 6,000 | 19,500 | 17,200 | |
Deferred Tax Assets, Tax Deferred Expense, Compensation and Benefits, Share-based Compensation Cost | 1,600 | 1,600 | |||
Coffee Brewing Equipment | |||||
Property, Plant and Equipment | |||||
Cost of goods sold | 9,500 | 7,000 | 23,100 | 19,900 | |
Depreciation | 2,100 | $ 2,300 | 6,500 | $ 6,900 | |
Property, plant and equipment gross | 8,100 | 8,100 | $ 8,300 | ||
Retained Earnings | Accounting Standards Update 2017-12 | |||||
Property, Plant and Equipment | |||||
Retained earnings adjustment | $ 300 | $ 300 |
Acquisition (Details)
Acquisition (Details) $ in Thousands | Oct. 02, 2017USD ($)shares | Feb. 07, 2017USD ($)ft² | Oct. 11, 2016USD ($)ft² | Mar. 31, 2018USD ($) | Mar. 31, 2017USD ($) | Dec. 31, 2015USD ($) | Mar. 31, 2018USD ($) | Mar. 31, 2017USD ($) | Jun. 30, 2017USD ($) |
Business Acquisition [Line Items] | |||||||||
Net sales | $ 157,927 | $ 138,187 | $ 457,006 | $ 407,700 | |||||
Business Combination, Separately Recognized Transactions, Expenses and Losses Recognized | 10,200 | 19,400 | |||||||
Business Acquisition, Pro Forma Revenue | 157,927 | 161,339 | 478,988 | 480,749 | |||||
Acquisition of businesses, net of cash acquired | $ 39,608 | 25,853 | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Working Capital | $ 400 | ||||||||
Business Combination, Provisional Information, Initial Accounting Incomplete, Nature of Adjustments | (218) | ||||||||
Preliminary allocation of consideration transferred | |||||||||
Goodwill | 36,561 | $ 36,561 | $ 10,996 | ||||||
Business Acquisition, Pro Forma Net Income (Loss) | (3,611) | 2,838 | $ 39,252 | (2,832) | |||||
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Noncontrolling Interest | (3,611) | $ 3,005 | (3,158) | 39,198 | |||||
China Mist Brands, Inc [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Purchase consideration | 12,236 | 12,200 | |||||||
Contingent consideration | 553 | 500 | 500 | ||||||
Acquisition of businesses, net of cash acquired | 11,183 | ||||||||
Business combination, earnout liability | 500 | ||||||||
Preliminary allocation of consideration transferred | |||||||||
Accounts receivable | 811 | ||||||||
Inventory | 544 | ||||||||
Prepaid assets | 48 | ||||||||
Property, plant and equipment | 189 | ||||||||
Goodwill | 2,927 | ||||||||
Finite-lived intangible assets | $ 3,000 | ||||||||
Finite-lived intangible assets, weighted average useful life | 8 years 10 months 24 days | ||||||||
Accounts payable | $ (383) | ||||||||
Total consideration, net of cash acquired | 12,236 | ||||||||
Business Combination, Working Capital Adjustments, Additional | (600) | ||||||||
China Mist Brands, Inc [Member] | Recipes | |||||||||
Preliminary allocation of consideration transferred | |||||||||
Finite-lived intangible assets | $ 930 | ||||||||
Finite-lived intangible assets, weighted average useful life | 7 years | ||||||||
China Mist Brands, Inc [Member] | Non-compete agreements | |||||||||
Preliminary allocation of consideration transferred | |||||||||
Finite-lived intangible assets | $ 100 | ||||||||
Finite-lived intangible assets, weighted average useful life | 5 years | ||||||||
China Mist Brands, Inc [Member] | Customer relationships(2) | |||||||||
Preliminary allocation of consideration transferred | |||||||||
Finite-lived intangible assets | $ 2,000 | ||||||||
Finite-lived intangible assets, weighted average useful life | 10 years | ||||||||
China Mist Brands, Inc [Member] | Trademarks and Trade Names [Member] | |||||||||
Preliminary allocation of consideration transferred | |||||||||
Finite-lived intangible assets | $ 5,070 | ||||||||
Boyd Coffee [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Net sales | 22,848 | 49,138 | |||||||
Business Acquisition, Transaction Costs | 1,600 | 5,000 | |||||||
Purchase consideration | $ 51,599 | ||||||||
Contingent consideration | 3,150 | ||||||||
Non-cash Multiemployer Plan Holdback payable recognized—Boyd Coffee acquisition | 1,056 | $ 0 | |||||||
Acquisition of businesses, net of cash acquired | $ 38,871 | 39,500 | |||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | shares | 14,700 | ||||||||
Earnout payable - RLC acquisition | 1,056 | 1,056 | 0 | ||||||
Preliminary allocation of consideration transferred | |||||||||
Accounts receivable | $ 7,166 | ||||||||
Inventory | 9,415 | ||||||||
Prepaid assets | 1,951 | ||||||||
Property, plant and equipment | 4,936 | ||||||||
Goodwill | $ 25,732 | ||||||||
Finite-lived intangible assets, weighted average useful life | 10 years | ||||||||
Accounts payable | $ (15,080) | ||||||||
Other liabilities | (1,621) | ||||||||
Total consideration, net of cash acquired | 51,599 | ||||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | 11,756 | ||||||||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Financial Assets | (8,059) | ||||||||
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Noncontrolling Interest | 81 | 592 | |||||||
Boyd Coffee [Member] | Customer relationships(2) | |||||||||
Preliminary allocation of consideration transferred | |||||||||
Finite-lived intangible assets | 16,000 | ||||||||
Boyd Coffee [Member] | Trademarks and Trade Names [Member] | |||||||||
Preliminary allocation of consideration transferred | |||||||||
Finite-lived intangible assets | 3,100 | ||||||||
West Coast Coffee, Inc. | |||||||||
Business Acquisition [Line Items] | |||||||||
Purchase consideration | $ 15,053 | $ 15,500 | |||||||
Contingent consideration | 600 | ||||||||
Acquisition of businesses, net of cash acquired | 14,671 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Working Capital | 1,200 | ||||||||
Payments to acquire business | 14,700 | ||||||||
Business combination, earnout liability | 1,000 | ||||||||
Earnout payable - RLC acquisition | 600 | $ 600 | $ 600 | $ 1,100 | |||||
Preliminary allocation of consideration transferred | |||||||||
Accounts receivable | 956 | ||||||||
Inventory | 910 | ||||||||
Prepaid assets | 16 | ||||||||
Property, plant and equipment | 1,546 | ||||||||
Goodwill | 7,630 | ||||||||
Finite-lived intangible assets | $ 5,000 | ||||||||
Finite-lived intangible assets, weighted average useful life | 9 years 3 months 29 days | ||||||||
Accounts payable | $ (833) | ||||||||
Other liabilities | (182) | ||||||||
Total consideration, net of cash acquired | 15,053 | ||||||||
Business Combination, Working Capital Adjustments, Additional | (218) | ||||||||
West Coast Coffee, Inc. | Non-compete agreements | |||||||||
Preliminary allocation of consideration transferred | |||||||||
Finite-lived intangible assets | $ 100 | ||||||||
Finite-lived intangible assets, weighted average useful life | 5 years | ||||||||
West Coast Coffee, Inc. | Customer relationships(2) | |||||||||
Preliminary allocation of consideration transferred | |||||||||
Finite-lived intangible assets | $ 4,400 | ||||||||
Finite-lived intangible assets, weighted average useful life | 10 years | ||||||||
West Coast Coffee, Inc. | Trademarks and Trade Names [Member] | |||||||||
Preliminary allocation of consideration transferred | |||||||||
Finite-lived intangible assets, weighted average useful life | 7 years | ||||||||
West Coast Coffee, Inc. | Trade name/brand name | |||||||||
Preliminary allocation of consideration transferred | |||||||||
Finite-lived intangible assets, weighted average useful life | 1 year 8 months | ||||||||
WCC Trade Name-1 [Member] | West Coast Coffee, Inc. | Trademarks and Trade Names [Member] | |||||||||
Preliminary allocation of consideration transferred | |||||||||
Finite-lived intangible assets | $ 260 | ||||||||
WCC Trade Name-2 [Member] | West Coast Coffee, Inc. | Trade name/brand name | |||||||||
Preliminary allocation of consideration transferred | |||||||||
Finite-lived intangible assets | $ 250 | ||||||||
Scottsdale, AZ | China Mist Brands, Inc [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Area of Real Estate Property | ft² | 17,400 | ||||||||
Hillsboro, OR | West Coast Coffee, Inc. | |||||||||
Business Acquisition [Line Items] | |||||||||
Area of Real Estate Property | ft² | 20,400 | ||||||||
Other Property | West Coast Coffee, Inc. | |||||||||
Business Acquisition [Line Items] | |||||||||
Area of Real Estate Property | ft² | 24,150 | ||||||||
Series A Preferred Stock [Member] | Boyd Coffee [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Contingent consideration | $ 4,825 | ||||||||
Convertible Preferred Stock, Shares Reserved for Future Issuance | shares | 6,300 |
Restructuring Plans (Details)
Restructuring Plans (Details) | Feb. 21, 2017USD ($) | Feb. 05, 2015USD ($) | Mar. 31, 2018USD ($) | Mar. 31, 2018USD ($) | Dec. 31, 2016USD ($) |
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring charges incurred to date | $ 2,700,000 | $ 2,700,000 | |||
Corporate Relocation Plan | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring, number of positions affected | 350 | ||||
Restructuring charges | 0 | ||||
Expected restructuring and related costs | $ 31,000,000 | ||||
Restructuring charges incurred to date | 31,500,000 | 31,500,000 | |||
Employee-related | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Payments | 1,100,000 | ||||
Expected cost remaining | 1,000,000 | 1,000,000 | |||
Employee-related | Corporate Relocation Plan | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Expected restructuring and related costs | $ 18,000,000 | ||||
Restructuring charges incurred to date | 17,100,000 | 17,100,000 | |||
Employee-related | DSD Restructuring Plan | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring charges | 0 | 24,000 | |||
Facility Closing | Corporate Relocation Plan | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Accelerated depreciation | 2,300,000 | ||||
Sale Leaseback Transaction, monthly rent, after lease extension | $ 1,400,000 | ||||
Expected restructuring and related costs | 5,000,000 | ||||
Restructuring charges incurred to date | 7,000,000 | 7,000,000 | |||
Other Restructuring | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Payments | 1,600,000 | ||||
Expected cost remaining | 2,200,000 | 2,200,000 | |||
Other Restructuring | Corporate Relocation Plan | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Expected restructuring and related costs | $ 8,000,000 | ||||
Restructuring charges incurred to date | 7,400,000 | 7,400,000 | |||
Other Restructuring | DSD Restructuring Plan | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring charges | $ 100,000 | $ 300,000 | |||
Minimum | DSD Restructuring Plan | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Expected restructuring and related costs | $ 3,700,000 | ||||
Minimum | Employee-related | DSD Restructuring Plan | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Expected restructuring and related costs | 1,900,000 | ||||
Minimum | Other Restructuring | DSD Restructuring Plan | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Expected restructuring and related costs | 1,800,000 | ||||
Maximum | DSD Restructuring Plan | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Expected restructuring and related costs | 4,900,000 | ||||
Maximum | Employee-related | DSD Restructuring Plan | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Expected restructuring and related costs | 2,700,000 | ||||
Maximum | Other Restructuring | DSD Restructuring Plan | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Expected restructuring and related costs | $ 2,200,000 |
New Facility (Details)
New Facility (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Sep. 17, 2016 | Sep. 15, 2016 | Jul. 15, 2016 | Mar. 31, 2018 | Mar. 31, 2018 | Mar. 31, 2017 |
Operating Leased Assets [Line Items] | |||||||
Payments to Acquire Property, Plant, and Equipment | $ 42,500 | $ 25,889 | $ 35,497 | ||||
Payments to Acquire Buildings, Expected Cost | 60,000 | ||||||
Construction and Development Costs | 60,800 | ||||||
Payments made to date | $ 2,900 | 5,600 | |||||
Purchase option, estimated purchase price | $ 42,000 | ||||||
Long-term Purchase Commitment, additional | 19,300 | ||||||
Northlake, Texas | Machinery and Equipment | |||||||
Operating Leased Assets [Line Items] | |||||||
Payments to Acquire Property, Plant, and Equipment | $ 33,200 | ||||||
Minimum | |||||||
Operating Leased Assets [Line Items] | |||||||
Expected costs for machinery and equipment, furniture and fixtures and related expenditures | $ 35,000 | ||||||
Maximum | |||||||
Operating Leased Assets [Line Items] | |||||||
Expected costs for machinery and equipment, furniture and fixtures and related expenditures | 39,000 | ||||||
Capital Addition Purchase Commitments [Member] | |||||||
Operating Leased Assets [Line Items] | |||||||
Maximum construction costs | $ 22,500 | ||||||
Payments made to date | $ 22,500 | ||||||
Long-term Purchase Commitment, additional | $ 600 | ||||||
Development Management Agreement [Member] | Maximum | |||||||
Operating Leased Assets [Line Items] | |||||||
Long-term Purchase Commitment, Amount | $ 4,000 |
Sales of Assets (Details)
Sales of Assets (Details) | Oct. 31, 2016USD ($) | Sep. 30, 2016USD ($) | Jul. 15, 2016USD ($)aft² | Mar. 31, 2017USD ($) |
Torrance California [Member] | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Area of Real Estate Property | ft² | 665,000 | |||
Area of land (in acres) | a | 20.3 | |||
Proceeds From Sale of Property Held-for-Sale, Gross | $ 43,000,000 | |||
Proceeds from sale of property held-for-sale | $ 42,500,000 | |||
Monthly base rent | $ 100,000 | |||
Gain (Loss) on Sale of Properties | $ 37,400,000 | |||
Sale Leaseback Transaction, Accrued Interest | 700,000 | |||
Sale Leaseback Transaction, Rent Expense | 1,400,000 | |||
N. California [Member] | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Proceeds From Sale of Property Held-for-Sale, Gross | $ 2,200,000 | |||
Monthly base rent | $ 10,000 | |||
Gain (Loss) on Sale of Properties | $ 2,000,000 |
Derivative Instruments - Schedu
Derivative Instruments - Schedule of Notional Volumes of Derivative Instruments (Details) - lb lb in Thousands | 9 Months Ended | |
Mar. 31, 2018 | Jun. 30, 2017 | |
Derivative [Line Items] | ||
Derivative, Nonmonetary Notional Amount | (34,716) | (35,159) |
Cash Flow Hedging | ||
Derivative [Line Items] | ||
Derivative contract term | 18 months | |
Cash Flow Hedging | Designated as Hedging Instrument | ||
Derivative [Line Items] | ||
Derivative, Nonmonetary Notional Amount | (32,625) | (33,038) |
Cash Flow Hedging | Not Designated as Hedging Instrument | Long | ||
Derivative [Line Items] | ||
Derivative, Nonmonetary Notional Amount | (2,129) | (2,121) |
Cash Flow Hedging | Not Designated as Hedging Instrument | Short [Member] | ||
Derivative [Line Items] | ||
Derivative, Nonmonetary Notional Amount | (38) | 0 |
Derivative Instruments - Fair V
Derivative Instruments - Fair Value of Derivative Instruments on the Consolidated Balance Sheets (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Jun. 30, 2017 |
Designated as Cash Flow Hedges | Short-term Investments | Cash Flow Hedging | ||
Derivatives, Fair Value [Line Items] | ||
Derivative asset, fair value | $ 16 | $ 66 |
Designated as Cash Flow Hedges | Long-term Derivative Assets | Cash Flow Hedging | ||
Derivatives, Fair Value [Line Items] | ||
Derivative asset, fair value | 0 | 66 |
Designated as Cash Flow Hedges | Short-Term Derivative Liabilities | Cash Flow Hedging | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liability, fair value | 2,068 | 1,733 |
Designated as Cash Flow Hedges | Other Long Term Liabilities | Cash Flow Hedging | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liability, fair value | 146 | 446 |
Not Designated as Hedging Instrument | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liability, fair value | 0 | 0 |
Not Designated as Hedging Instrument | Short-term Investments | ||
Derivatives, Fair Value [Line Items] | ||
Derivative asset, fair value | 1 | 0 |
Not Designated as Hedging Instrument | Long-term Derivative Assets | ||
Derivatives, Fair Value [Line Items] | ||
Derivative asset, fair value | 0 | 0 |
Not Designated as Hedging Instrument | Short-Term Derivative Liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liability, fair value | $ 553 | $ 190 |
Derivative Instruments - Pretax
Derivative Instruments - Pretax Effect of Derivative Instruments on Earnings and OCI (Details) - Cash Flow Hedging - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Net (losses) gains recognized in AOCI | $ (3,265) | $ 188 | $ (5,724) | $ (2,029) |
Net (losses) gains recognized in earnings | (1,815) | 865 | (2,419) | 614 |
Net gains recognized in earnings (ineffective portion)(1) | $ 0 | $ 90 | $ 48 | $ 63 |
Derivative Instruments - Narrat
Derivative Instruments - Narrative (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||||
Gain (loss) from components excluded from assessment of cash flow hedge effectiveness, net | $ 0 | |||
Gain (loss) on discontinuation of cash flow hedge due to forecasted transaction probable of not occurring, net | 0 | $ 0 | $ 0 | $ 0 |
Cash flow hedge gain (loss) to be reclassified within twelve months | $ (5,400,000) |
Derivative Instruments - Net Re
Derivative Instruments - Net Realized and Unrealized Gains and Losses Recorded in "Other, net" (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Other, net | $ 154 | $ 1,044 | $ 794 | $ (1,088) |
Coffee | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Net realized and unrealized losses from coffee-related derivatives not designated as accounting hedges | (444) | 188 | (537) | (1,052) |
Net realized and unrealized gains from investments | 0 | 738 | 7 | (354) |
Net (losses) gains on derivatives and investments | (444) | 926 | (530) | (1,406) |
Other gains, net | 598 | 118 | 1,324 | 318 |
Other, net | $ 154 | $ 1,044 | $ 794 | $ (1,088) |
Derivative Instruments - Sche52
Derivative Instruments - Schedule of Offsetting Derivative Asset and Liability Positions (Details) - Counterparty A - USD ($) $ in Thousands | Mar. 31, 2018 | Jun. 30, 2017 |
Derivatives, Fair Value [Line Items] | ||
Derivative asset, fair value | $ 17 | $ 132 |
Derivative asset, netting adjustment | (17) | (132) |
Derivative asset, cash collateral posted | 0 | 0 |
Derivative asset, net | 0 | 0 |
Derivative liability, fair value | 2,767 | 2,369 |
Derivative liability, netting adjustment | (17) | (132) |
Derivative liability, cash collateral posted | 0 | 0 |
Derivative liability, net | $ 2,750 | $ 2,237 |
Investments (Details)
Investments (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | |
Investments, Debt and Equity Securities [Abstract] | ||||
Total gains (losses) recognized from trading securities | $ 0 | $ 738 | $ 7 | $ (354) |
Less: Realized gains from sales of trading securities | 0 | 7 | 7 | 5 |
Unrealized gains (losses) from trading securities | $ 0 | $ 731 | $ 0 | $ (359) |
Fair Value Measurements - Asset
Fair Value Measurements - Assets and Liabilities Measured and Recorded at Fair Value on a Recurring Basis (Details) - USD ($) | Mar. 31, 2018 | Jun. 30, 2017 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Preferred stock | $ 0 | $ 368,000 |
Estimate of Fair Value Measurement | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Preferred stock | 0 | 368,000 |
Estimate of Fair Value Measurement | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Preferred stock | 0 | 0 |
Estimate of Fair Value Measurement | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Preferred stock | 0 | 368,000 |
Estimate of Fair Value Measurement | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Preferred stock | 0 | 0 |
Estimate of Fair Value Measurement | Coffee-related Derivative Instruments | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Coffee-related derivative assets | 16,000 | 132,000 |
Coffee-related derivative liabilities | 2,214,000 | 2,179,000 |
Price Risk Derivative Instruments Not Designated as Hedging Instruments Asset, at Fair Value | 1,000 | |
Coffee-related derivative liabilities | 553,000 | 190,000 |
Estimate of Fair Value Measurement | Coffee-related Derivative Instruments | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Coffee-related derivative assets | 0 | 0 |
Coffee-related derivative liabilities | 0 | |
Price Risk Derivative Instruments Not Designated as Hedging Instruments Asset, at Fair Value | 0 | |
Coffee-related derivative liabilities | 0 | 0 |
Estimate of Fair Value Measurement | Coffee-related Derivative Instruments | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Coffee-related derivative assets | 16,000 | 132,000 |
Coffee-related derivative liabilities | 2,214,000 | 2,179,000 |
Price Risk Derivative Instruments Not Designated as Hedging Instruments Asset, at Fair Value | 1,000 | |
Coffee-related derivative liabilities | 553,000 | 190,000 |
Estimate of Fair Value Measurement | Coffee-related Derivative Instruments | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Coffee-related derivative assets | 0 | 0 |
Coffee-related derivative liabilities | 0 | |
Price Risk Derivative Instruments Not Designated as Hedging Instruments Asset, at Fair Value | 0 | |
Coffee-related derivative liabilities | $ 0 | $ 0 |
Accounts Receivable, net - Sche
Accounts Receivable, net - Schedule of Accounts Receivable (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Jun. 30, 2017 |
Receivables [Abstract] | ||
Trade receivables | $ 59,804 | $ 44,531 |
Other Receivables | 3,102 | 2,636 |
Allowance for doubtful accounts | (918) | (721) |
Accounts receivable, net | $ 61,988 | $ 46,446 |
Accounts Receivable, net - Narr
Accounts Receivable, net - Narrative (Details) - USD ($) $ in Millions | Mar. 31, 2018 | Jun. 30, 2017 |
Earnout Receivable | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Other Receivables | $ 0.2 | $ 0.4 |
Inventories - Schedule of Inven
Inventories - Schedule of Inventory (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Jun. 30, 2017 |
Product Information | ||
Total | $ 75,080 | $ 56,251 |
Coffee | ||
Product Information | ||
Processed | 16,755 | 14,085 |
Unprocessed | 26,485 | 17,083 |
Total | 43,240 | 31,168 |
Tea and Culinary Products | ||
Product Information | ||
Processed | 24,981 | 20,741 |
Unprocessed | 922 | 74 |
Total | 25,903 | 20,815 |
Coffee Brewing Equipment | ||
Product Information | ||
Total | $ 5,937 | $ 4,268 |
Inventories - Narrative (Detail
Inventories - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2017 | |
Inventory Disclosure [Abstract] | |||
Reduction to net loss resulting from effect of LIFO inventory liquidation | $ 0 | $ 0.8 | $ 2.5 |
Property, Plant and Equipment59
Property, Plant and Equipment (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Jun. 30, 2017 |
Property, Plant and Equipment | ||
Property, plant and equipment gross | $ 372,955 | $ 352,010 |
Accumulated depreciation | (205,672) | (192,280) |
Land | 16,218 | 16,336 |
Property, plant and equipment, net | 183,501 | 176,066 |
Building and Facilities | ||
Property, Plant and Equipment | ||
Property, plant and equipment gross | 108,515 | 108,682 |
Machinery and Equipment | ||
Property, Plant and Equipment | ||
Property, plant and equipment gross | 224,993 | 201,236 |
Equipment under Capital Leases | Northlake, Texas | ||
Property, Plant and Equipment | ||
Property, plant and equipment gross | 2,486 | 7,540 |
Capitalized Software Costs | Northlake, Texas | ||
Property, Plant and Equipment | ||
Property, plant and equipment gross | 23,611 | 21,794 |
Office furniture and equipment | ||
Property, Plant and Equipment | ||
Property, plant and equipment gross | $ 13,350 | $ 12,758 |
Goodwill and Intangible Asset60
Goodwill and Intangible Assets - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | Oct. 02, 2017 | Jun. 30, 2017 | |
Goodwill [Line Items] | ||||||
Goodwill, Period Increase (Decrease) | $ 25,600 | |||||
Goodwill | 36,561 | $ 36,561 | $ 10,996 | |||
Amortization expense | 300 | $ 100 | 1,700 | $ 200 | ||
Asset Impairment Charges | $ 3,800 | |||||
Boyd Coffee [Member] | ||||||
Goodwill [Line Items] | ||||||
Goodwill, Period Increase (Decrease) | 25,700 | |||||
Goodwill, Purchase Accounting Adjustments | $ 100 | |||||
Goodwill | $ 25,732 |
Goodwill and Intangible Asset61
Goodwill and Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Mar. 31, 2018 | Jun. 30, 2017 | |
Finite-Lived Intangible Assets [Line Items] | ||
Asset Impairment Charges | $ 3,800 | |
Amortized intangible assets, Gross Carrying Amount | 34,663 | $ 19,013 |
Accumulated Amortization | (12,784) | (11,093) |
Unamortized intangible assets, Gross Carrying Amount | 10,328 | 10,698 |
Total intangible assets | 44,991 | 29,711 |
Trade name/brand name | ||
Finite-Lived Intangible Assets [Line Items] | ||
Unamortized intangible assets, Gross Carrying Amount | 3,640 | 3,640 |
Trademarks and brand name with indefinite lives(3) | ||
Finite-Lived Intangible Assets [Line Items] | ||
Unamortized intangible assets, Gross Carrying Amount | 10,328 | 10,698 |
Customer relationships(2) | ||
Finite-Lived Intangible Assets [Line Items] | ||
Increase (decrease) to goodwill | 15,000 | |
Asset Impairment Charges | 300 | |
Amortized intangible assets, Gross Carrying Amount | 33,003 | 17,353 |
Accumulated Amortization | (12,300) | (10,883) |
Non-compete agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortized intangible assets, Gross Carrying Amount | 220 | 220 |
Accumulated Amortization | (71) | (38) |
Recipes | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortized intangible assets, Gross Carrying Amount | 930 | 930 |
Accumulated Amortization | (188) | (88) |
Trade name/brand name | ||
Finite-Lived Intangible Assets [Line Items] | ||
Increase (decrease) to goodwill | (300) | |
Asset Impairment Charges | 3,500 | |
Amortized intangible assets, Gross Carrying Amount | 510 | 510 |
Accumulated Amortization | $ (225) | $ (84) |
Employee Benefit Plans - Compon
Employee Benefit Plans - Components of Net Periodic Benefit Cost and Amounts Recognized in Other Comprehensive Income (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | |
Pension Plan | ||||
Components of net periodic benefit cost | ||||
Service cost | $ 0 | $ 124 | $ 0 | $ 372 |
Interest cost | 1,432 | 1,397 | 4,296 | 4,191 |
Expected return on plan assets | (1,456) | (1,607) | (4,368) | (4,821) |
Amortization of net loss (gain) | 418 | 508 | 1,254 | 1,524 |
Net periodic benefit (credit) cost | 394 | 422 | $ 1,182 | $ 1,266 |
Weighted average assumptions used to determine benefit obligations | ||||
Discount rate | 3.80% | 3.55% | ||
Expected long-term return on plan assets | 6.75% | 7.75% | ||
Other Postretirement Benefit Plan | ||||
Components of net periodic benefit cost | ||||
Service cost | 152 | 190 | $ 456 | $ 570 |
Interest cost | 209 | 207 | 627 | 621 |
Amortization of net loss (gain) | (210) | (157) | (630) | (471) |
Amortization of prior service credit | (439) | (439) | (1,317) | (1,317) |
Net periodic benefit (credit) cost | $ (288) | $ (199) | $ (864) | $ (597) |
Retiree Medical Plan | ||||
Weighted average assumptions used to determine benefit obligations | ||||
Discount rate | 4.13% | 3.73% | ||
Death Benefit Plan | ||||
Weighted average assumptions used to determine benefit obligations | ||||
Discount rate | 4.12% | 3.79% |
Employee Benefit Plans Narrativ
Employee Benefit Plans Narrative (Details) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Mar. 31, 2018USD ($) | Mar. 31, 2017USD ($) | Mar. 31, 2018USD ($)planhour | Mar. 31, 2017USD ($) | Jun. 30, 2012USD ($)quarter | Jan. 05, 2015USD ($) | Nov. 18, 2014USD ($) | |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||||||
Multiemployer plans, number of plans | 2 | ||||||
Defined contribution plan, hours threshold for eligibility | hour | 1,000 | ||||||
Defined contribution plan, employer matching contribution percent | 50.00% | ||||||
Defined contribution plan, employer matching contribution, percent of eligible income | 6.00% | ||||||
Defined contribution plan, employer matching contribution, annual vesting percent | 20.00% | ||||||
Defined contribution plan, vesting period | 5 years | ||||||
Defined contribution plan, automatic vesting age | 65 years | ||||||
Defined contribution plan, employee vesting percent | 100.00% | ||||||
Defined Contribution Plan, Employer Matching Contribution, Amount | $ | $ 500,000 | $ 400,000 | $ 1,500,000 | $ 1,200,000 | |||
Minimum | |||||||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||||||
Investment horizon for long-term capital market assumptions | 20 years | ||||||
Maximum | |||||||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||||||
Investment horizon for long-term capital market assumptions | 30 years | ||||||
Labor Management Pension Fund | |||||||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||||||
Withdrawal obligation | $ | $ 4,000,000 | $ 4,000,000 | $ 4,300,000 | $ 4,900,000 | $ 4,400,000 | ||
Multiemployer plan, quarterly installments for withdrawal liability | $ | $ 91,000 | ||||||
Multiemployer plan, quarterly installments for withdrawal liability, number of quarters | quarter | 80 | ||||||
Other Postretirement Benefit Plan | |||||||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||||||
Multiemployer plans, number of plans | 9 | ||||||
Multiemployer Plans, Pension | Multiemployer Plans, Defined Benefit Pension Plans [Member] | |||||||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||||||
Multiemployer plans, number of plans | 2 | ||||||
Multiemployer Plans, Pension | Multiemployer Plans, Defined Contribution Pension Plan [Member] | |||||||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||||||
Multiemployer plans, number of plans | 1 |
Employee Benefit Plans - Multi-
Employee Benefit Plans - Multi-Employer Plan (Details) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Mar. 31, 2018USD ($) | Mar. 31, 2017USD ($) | Mar. 31, 2018USD ($)plan | Mar. 31, 2017USD ($) | Jun. 30, 2012USD ($)quarter | Jan. 05, 2015USD ($) | Nov. 18, 2014USD ($) | |
Multiemployer Plans [Line Items] | |||||||
Defined Contribution Plan, Employer Matching Contribution, Amount | $ 500,000 | $ 400,000 | $ 1,500,000 | $ 1,200,000 | |||
Multiemployer plans, number of plans | plan | 2 | ||||||
Labor Management Pension Fund | |||||||
Multiemployer Plans [Line Items] | |||||||
Withdrawal obligation | 4,000,000 | $ 4,000,000 | $ 4,300,000 | $ 4,900,000 | $ 4,400,000 | ||
Multiemployer plan, quarterly installments for withdrawal liability | $ 91,000 | ||||||
Multiemployer plan, quarterly installments for withdrawal liability, number of quarters | quarter | 80 | ||||||
Multiemployer Plans, Pension | Multiemployer Plans, Defined Benefit Pension Plans [Member] | |||||||
Multiemployer Plans [Line Items] | |||||||
Multiemployer plans, number of plans | plan | 2 | ||||||
Other Postretirement Benefit Plan | |||||||
Multiemployer Plans [Line Items] | |||||||
Defined Benefit Plan, Service Cost | 152,000 | 190,000 | $ 456,000 | 570,000 | |||
Multiemployer plans, number of plans | plan | 9 | ||||||
Defined Benefit Plan, Interest Cost | 209,000 | 207,000 | $ 627,000 | 621,000 | |||
Defined Benefit Plan, Amortization of Gain (Loss) | (210,000) | (157,000) | (630,000) | (471,000) | |||
Amortization of prior service credit | (439,000) | (439,000) | (1,317,000) | (1,317,000) | |||
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) | $ (288,000) | $ (199,000) | $ (864,000) | $ (597,000) |
Bank Loan (Details)
Bank Loan (Details) - USD ($) | Aug. 25, 2017 | Mar. 31, 2018 | Jun. 30, 2017 |
Line of Credit Facility | |||
Short-term borrowings under revolving credit facility | $ 85,885,000 | $ 27,621,000 | |
Revolving Credit Facility | |||
Line of Credit Facility | |||
Line of credit, current borrowing capacity | 122,700,000 | ||
Line of credit, remaining borrowing capacity | $ 35,700,000 | ||
Debt, weighted average interest rate | 3.85% | ||
Letter of Credit | |||
Line of Credit Facility | |||
Long-term borrowings under revolving credit facility | $ 1,100,000 | ||
Amended Credit Agreement [Member] | Revolving Credit Facility | |||
Line of Credit Facility | |||
Line of Credit Facility, Revolving Loan Commitment, Accordion Feature | $ 50,000,000 | ||
Line of credit, commitment fee percent | 0.25% | ||
JP Morgan and SunTrust | Amended Credit Agreement [Member] | Revolving Credit Facility | |||
Line of Credit Facility | |||
Line of credit, maximum borrowing capacity | $ 125,000,000 | ||
JP Morgan and SunTrust | JPM Chase Loan Agreement | Letter of Credit | |||
Line of Credit Facility | |||
Line of credit, maximum borrowing capacity | $ 30,000,000 | ||
JP Morgan Chase | JPM Chase Loan Agreement | Swing Line Loans | |||
Line of Credit Facility | |||
Line of credit, maximum borrowing capacity | $ 15,000,000 | ||
Prime Rate | Minimum | |||
Line of Credit Facility | |||
Line of credit, description of interest rate | PRIME - 0.25% | ||
Prime Rate | Maximum | |||
Line of Credit Facility | |||
Line of credit, description of interest rate | PRIME + 0.50% | ||
London Interbank Offered Rate (LIBOR) | Minimum | |||
Line of Credit Facility | |||
Line of credit, description of interest rate | Adjusted LIBO Rate + 1.25% | ||
London Interbank Offered Rate (LIBOR) | Maximum | |||
Line of Credit Facility | |||
Line of credit, description of interest rate | Adjusted LIBO Rate + 2.00% | ||
Option One [Member] | JPM Chase Loan Agreement | Revolving Credit Facility | |||
Line of Credit Facility | |||
Debt Instrument, Description of Variable Rate Basis | Prime Rate | ||
Option One [Member] | JPM Chase Loan Agreement | Revolving Credit Facility | Minimum | |||
Line of Credit Facility | |||
Debt Instrument, Basis Spread on Variable Rate | (0.25%) | ||
Option One [Member] | JPM Chase Loan Agreement | Revolving Credit Facility | Maximum | |||
Line of Credit Facility | |||
Debt Instrument, Basis Spread on Variable Rate | 0.50% | ||
Option Two [Member] | JPM Chase Loan Agreement | Revolving Credit Facility | |||
Line of Credit Facility | |||
Debt Instrument, Description of Variable Rate Basis | LIBOR Rate | ||
Option Two [Member] | JPM Chase Loan Agreement | Revolving Credit Facility | Minimum | |||
Line of Credit Facility | |||
Debt Instrument, Basis Spread on Variable Rate | 1.25% | ||
Option Two [Member] | JPM Chase Loan Agreement | Revolving Credit Facility | Maximum | |||
Line of Credit Facility | |||
Debt Instrument, Basis Spread on Variable Rate | 2.00% |
Share-Based Compensation - Narr
Share-Based Compensation - Narrative (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | Dec. 29, 2017 | Jun. 30, 2017 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs | ||||||
Common Stock, Capital Shares Reserved for Future Issuance | 955,446 | 955,446 | ||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options | $ 1,100,000 | $ 1,100,000 | $ 80,000 | |||
Proceeds from stock option exercises | $ 1,062,000 | $ 823,000 | ||||
Incremental Common Shares Attributable to Participating Nonvested Shares with Non-forfeitable Dividend Rights | 18,708 | |||||
Restricted Stock | ||||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs | ||||||
Unrecognized compensation cost related to restricted stock | 400,000 | $ 400,000 | $ 300,000 | |||
Restricted Stock | General and Administrative Expense | ||||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs | ||||||
Compensation expense recognized | 100,000 | $ 15,000 | ||||
2017 Plan [Member] | ||||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 900,000 | |||||
Stock Options | General and Administrative Expense | ||||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs | ||||||
Compensation expense recognized | $ 92,000 | 0 | 156,000 | 104,000 | ||
NQOs | ||||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs | ||||||
Share price (in US$ per share) | $ 30.20 | $ 30.25 | ||||
Fair value of options vested | 12,000 | |||||
Proceeds from stock option exercises | $ 800,000 | 500,000 | ||||
NQOs | 2017 Plan [Member] | ||||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs | ||||||
Number of options granted (shares) | 124,278 | |||||
Weighted average purchase price (in US$ per share) | $ 31.70 | |||||
NQOs | Farmer Bros. Co. Amended and Restated 2007 Long-term Incentive Plan | ||||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs | ||||||
Stock options vested (in shares) | 945 | |||||
Stock option exercises (in shares) | 62,489 | |||||
Employee Service Share-based Compensation, Nonvested Awards, Weighted Average Remaining Amortization Period | 2 years 7 months 6 days | |||||
PNQs | ||||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs | ||||||
Fair value of options vested | $ 900,000 | |||||
Proceeds from stock option exercises | $ 300,000 | 200,000 | ||||
PNQs | Farmer Bros. Co. Amended and Restated 2007 Long-term Incentive Plan | ||||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs | ||||||
Number of options granted (shares) | 0 | |||||
Stock options vested (in shares) | 82,899 | |||||
Stock option exercises (in shares) | 10,342 | |||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options | $ 700,000 | $ 700,000 | $ 1,800,000 | |||
Employee Service Share-based Compensation, Nonvested Awards, Weighted Average Remaining Amortization Period | 1 year 11 days | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percent of Shares Forfeited if Performance Target Not Met | 20.00% | |||||
Weighted average purchase price (in US$ per share) | $ 0 | |||||
Compensation expense recognized | $ 200,000 | $ 200,000 | $ 600,000 | $ 800,000 | ||
Performance-Based Restricted Stock Units (PBRSUs) | ||||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs | ||||||
Restricted stock granted (in shares) | 37,414 | 0 | ||||
Restricted stock granted, weighted average grant date fair value (in US$ per share) | $ 31.70 | |||||
Performance-Based Restricted Stock Units (PBRSUs) | 2017 Plan [Member] | ||||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs | ||||||
Employee Service Share-based Compensation, Nonvested Awards, Weighted Average Remaining Amortization Period | 2 years 7 months 13 days | |||||
Restricted Stock | ||||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs | ||||||
Compensation expense recognized | $ 200,000 | |||||
Restricted Stock | 2017 Plan [Member] | ||||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs | ||||||
Restricted stock granted (in shares) | 13,110 | |||||
Restricted stock granted, weighted average grant date fair value (in US$ per share) | $ 33.88 | |||||
Restricted Stock | Farmer Bros. Co. Amended and Restated 2007 Long-term Incentive Plan | ||||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs | ||||||
Employee Service Share-based Compensation, Nonvested Awards, Weighted Average Remaining Amortization Period | 11 months 16 days | |||||
Minimum | Performance-Based Restricted Stock Units (PBRSUs) | ||||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 0.00% | |||||
Maximum | Performance-Based Restricted Stock Units (PBRSUs) | ||||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 150.00% |
Share-Based Compensation - Stoc
Share-Based Compensation - Stock Option Activity (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | Jun. 30, 2017 | Mar. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Proceeds from stock option exercises | $ 1,062,000 | $ 823,000 | ||||
NQOs | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value | 12,000 | |||||
Proceeds from stock option exercises | $ 800,000 | 500,000 | ||||
NQOs | Vested | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||||||
Number of options - Beginning balance (in shares) | 133,464 | |||||
Number of options - Ending balance (in shares) | 133,464 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | ||||||
Weighted Average Exercise Price, Beginning balance (in US$ per share) | $ 13.05 | |||||
Weighted Average Exercise Price, Ending balance (in US$ per share) | $ 13.05 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | ||||||
Weighted Average Grant Date Fair Value, Beginning balance (in US$ per share) | 5.99 | |||||
Weighted Average Grant Date Fair Value, Ending balance (in US$ per share) | $ 5.99 | |||||
Weighted Average Remaining Life, Beginning balance | 2 years 7 months 6 days | |||||
Weighted Average Remaining Life, Ending balance | 2 years 7 months 6 days | |||||
Aggregate Intrinsic Value, Beginning balance | $ 2,299,000 | |||||
Aggregate Intrinsic Value, Ending balance | $ 2,299,000 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest [Abstract] | ||||||
Options, Vested and exercisable, Outstanding (in shares) | 63,832 | |||||
Options, Vested and exercisable, Weighted Average Exercise Price (in US$ per share) | $ 12.01 | |||||
Options, Vested and exercisable, Weighted Average Grant Date Fair Value (in US$ per share) | $ 5.60 | |||||
Options, Vested and exercisable, Weighted Average Remaining Contractual Term | 1 year 8 months 12 days | |||||
Options, Vested and exercisable, Aggregate Intrinsic Value | $ 1,162,000 | |||||
Options, Vested and expected to vest, Outstanding (in shares) | 176,915 | |||||
Options, Vested and expected to vest, Weighted Average Exercise Price (in US$ per share) | $ 24.59 | |||||
Options, Vested and expected to vest, Weighted Average Grant Date Fair Value (in US$ per share) | $ 8.69 | |||||
Options, Vested and expected to vest, Exercisable, Weighted Average Remaining Life | 4 years 9 months 18 days | |||||
Options, Vested and expected to vest, Aggregate Intrinsic Value | $ 1,162,000 | |||||
NQOs | 2017 Plan [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||||||
Number of options granted (shares) | 124,278 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | ||||||
Weighted average purchase price (in US$ per share) | $ 31.70 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | ||||||
Weighted average fair value (in US$ per share) | $ 10.41 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Remaining Contractual Term | 6 years 4 months 24 days | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest [Abstract] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Grant Date Intrinsic Value | $ 0 | |||||
NQOs | Farmer Bros. Co. Amended and Restated 2007 Long-term Incentive Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares | (945) | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||||||
Number of options exercised (shares) | (62,489) | |||||
Number of options cancelled/forfeited (shares) | (9,114) | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | ||||||
Weighted Average Exercise Price, Exercised (in US$ per share) | $ 12.51 | |||||
Weighted Average Exercise Price, Cancelled/Forfeited (in US$ per share) | 28.12 | |||||
Weighted Average Exercise Price, Ending balance (in US$ per share) | $ 24.94 | 24.94 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | ||||||
Weighted average fair value (in US$ per share) | 31.70 | |||||
Weighted Average Grant Date Fair Value, Exercised (in US$ per share) | 5.78 | |||||
Weighted Average Grant Date Fair Value, Cancelled/Forfeited (in US$ per share) | 10.76 | |||||
Weighted Average Grant Date Fair Value, Ending balance (in US$ per share) | $ 8.78 | $ 8.78 | ||||
Weighted Average Remaining Life, Beginning balance | 4 years 10 months 24 days | |||||
Weighted Average Remaining Life, Ending balance | 4 years 10 months 24 days | |||||
Aggregate Intrinsic Value, Beginning balance | $ 1,162,000 | $ 1,162,000 | $ 1,162,000 | |||
Aggregate intrinsic value, exercised | 1,233,000 | |||||
Aggregate Intrinsic Value, Cancelled/Forfeited | 0 | |||||
Aggregate Intrinsic Value, Ending balance | 1,162,000 | 1,162,000 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest [Abstract] | ||||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Number of Outstanding Options | 186,139 | |||||
PNQs | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value | 900,000 | |||||
Proceeds from stock option exercises | $ 300,000 | 200,000 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | ||||||
Weighted Average Remaining Life, Beginning balance | 4 years 3 months 18 days | |||||
Weighted Average Remaining Life, Ending balance | 4 years 3 months 18 days | |||||
PNQs | Farmer Bros. Co. Amended and Restated 2007 Long-term Incentive Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Compensation expense recognized | $ 200,000 | $ 200,000 | $ 600,000 | 800,000 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares | (82,899) | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||||||
Number of options - Beginning balance (in shares) | 358,786 | |||||
Number of options granted (shares) | 0 | |||||
Number of options exercised (shares) | (10,342) | |||||
Number of options cancelled/forfeited (shares) | (46,352) | |||||
Number of options - Ending balance (in shares) | 302,092 | 302,092 | 358,786 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | ||||||
Weighted Average Exercise Price, Beginning balance (in US$ per share) | $ 27.75 | |||||
Weighted average purchase price (in US$ per share) | 0 | |||||
Weighted Average Exercise Price, Exercised (in US$ per share) | 27.13 | |||||
Weighted Average Exercise Price, Cancelled/Forfeited (in US$ per share) | 32.08 | |||||
Weighted Average Exercise Price, Ending balance (in US$ per share) | $ 27.10 | 27.10 | $ 27.75 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | ||||||
Weighted Average Grant Date Fair Value, Beginning balance (in US$ per share) | 10.96 | |||||
Weighted average fair value (in US$ per share) | 0 | |||||
Weighted Average Grant Date Fair Value, Exercised (in US$ per share) | 11.02 | |||||
Weighted Average Grant Date Fair Value, Cancelled/Forfeited (in US$ per share) | 11.43 | |||||
Weighted Average Grant Date Fair Value, Ending balance (in US$ per share) | $ 10.89 | $ 10.89 | $ 10.96 | |||
Weighted Average Remaining Life, Beginning balance | 5 years 2 months 9 days | |||||
Weighted Average Remaining Life, Ending balance | 5 years 2 months 9 days | |||||
Aggregate Intrinsic Value, Beginning balance | $ 1,127,000 | $ 1,127,000 | $ 1,181,000 | $ 1,127,000 | ||
Aggregate intrinsic value, exercised | 61,000 | |||||
Aggregate Intrinsic Value, Cancelled/Forfeited | 0 | |||||
Aggregate Intrinsic Value, Ending balance | 1,127,000 | $ 1,127,000 | $ 1,181,000 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest [Abstract] | ||||||
Options, Vested and exercisable, Outstanding (in shares) | 223,318 | |||||
Options, Vested and exercisable, Weighted Average Exercise Price (in US$ per share) | $ 25.54 | |||||
Options, Vested and exercisable, Weighted Average Grant Date Fair Value (in US$ per share) | $ 10.72 | |||||
Options, Vested and exercisable, Weighted Average Remaining Contractual Term | 3 years 11 months 16 days | |||||
Options, Vested and exercisable, Aggregate Intrinsic Value | $ 1,104,000 | |||||
Options, Vested and expected to vest, Outstanding (in shares) | 298,531 | |||||
Options, Vested and expected to vest, Weighted Average Exercise Price (in US$ per share) | $ 27.04 | |||||
Options, Vested and expected to vest, Weighted Average Grant Date Fair Value (in US$ per share) | $ 10.88 | |||||
Options, Vested and expected to vest, Exercisable, Weighted Average Remaining Life | 4 years 3 months 18 days | |||||
Options, Vested and expected to vest, Aggregate Intrinsic Value | $ 1,126,000 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Grant Date Intrinsic Value | $ 0 | |||||
General and Administrative Expense | Stock Options | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Compensation expense recognized | $ 92,000 | $ 0 | $ 156,000 | $ 104,000 |
Share-Based Compensation - Weig
Share-Based Compensation - Weighted-average assumptions using Black-Scholes model (Details) - Farmer Bros. Co. Amended and Restated 2007 Long-term Incentive Plan - PNQs | 9 Months Ended |
Mar. 31, 2018$ / shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Weighted average fair value (in US$ per share) | $ 31.70 |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 2.00% |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 4 years 7 months 6 days |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 35.40% |
Share-Based Compensation - Rest
Share-Based Compensation - Restricted Stock Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | Jun. 30, 2017 | Dec. 31, 2016 | |
Restricted Stock | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Compensation expense recognized | $ 200 | |||||
Number of Restricted Stock [Roll Forward] | ||||||
Shares Awarded, Exercised/Released (in shares) | (9,642) | |||||
Shares Awarded, Cancelled/Forfeited (in shares) | (3,955) | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | ||||||
Weighted Average Grant Date Fair Value, Exercised/Released (in US$ per share) | $ 31.12 | |||||
Weighted Average Grant Date Fair Value, Cancelled/Forfeited (in US$ per share) | $ 26.13 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Additional Disclosures [Abstract] | ||||||
Aggregate Intrinsic Value, Exercised/Released | $ 323 | |||||
Aggregate Intrinsic Value, Cancelled/Forfeited | $ 0 | |||||
Restricted Stock | Vested | ||||||
Number of Restricted Stock [Roll Forward] | ||||||
Shares Awarded, Ending balance (in shares) | 14,958 | 14,958 | 15,445 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | ||||||
Weighted Average Grant Date Fair Value, Beginning balance (in US$ per share) | $ 29.79 | |||||
Weighted Average Grant Date Fair Value, Ending balance (in US$ per share) | $ 33.48 | $ 33.48 | $ 29.79 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Additional Disclosures [Abstract] | ||||||
Weighted Average Remaining Life, Beginning balance | 1 year 8 months 12 days | 11 months 12 days | ||||
Weighted Average Remaining Life, Ending balance | 1 year 8 months 12 days | 11 months 12 days | ||||
Aggregate Intrinsic Value, Beginning Balance | $ 467 | |||||
Aggregate Intrinsic Value, Ending Balance | $ 452 | $ 452 | $ 467 | |||
Vested and Expected to Vest, Outstanding, Number (in shares) | 14,327 | 14,327 | ||||
Vested and Expected to Vest, Weighted Average Exercise Price (in US$ per share) | $ 33.49 | $ 33.49 | ||||
Vested and Expected to Vest, Weighted Average Remaining Life | 1 year 8 months 12 days | |||||
Vested and Expected to Vest, Aggregate Intrinsic Value | $ 433 | $ 433 | ||||
2017 Plan [Member] | Restricted Stock | ||||||
Number of Restricted Stock [Roll Forward] | ||||||
Restricted stock granted (in shares) | 13,110 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | ||||||
Restricted stock granted, weighted average grant date fair value (in US$ per share) | $ 33.88 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity instruments Other Than Options, Grants in Period, Weighted Average Remaining Contractual Term | 1 year 8 months 12 days | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Additional Disclosures [Abstract] | ||||||
Aggregate Intrinsic Value, Granted | $ 444 | |||||
Omnibus Plan [Member] | Restricted Stock | ||||||
Number of Restricted Stock [Roll Forward] | ||||||
Restricted stock granted (in shares) | 5,106 | |||||
Performance-Based Restricted Stock Units (PBRSUs) | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Compensation expense recognized | 100 | 100 | $ 0 | |||
Unrecognized compensation cost related to restricted stock | 1,000 | 1,000 | $ 0 | |||
Restricted Stock | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Unrecognized compensation cost related to restricted stock | 400 | $ 400 | $ 300 | |||
General and Administrative Expense | Restricted Stock | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Compensation expense recognized | $ 100 | $ 15 | ||||
Director [Member] | ||||||
Number of Restricted Stock [Roll Forward] | ||||||
Restricted stock granted (in shares) | 11,406 | |||||
Director [Member] | 2017 Plan [Member] | Restricted Stock | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | ||||||
Restricted stock granted, weighted average grant date fair value (in US$ per share) | $ 34.20 | |||||
Employee [Member] | ||||||
Number of Restricted Stock [Roll Forward] | ||||||
Restricted stock granted (in shares) | 1,704 | |||||
Employee [Member] | 2017 Plan [Member] | Restricted Stock | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | ||||||
Restricted stock granted, weighted average grant date fair value (in US$ per share) | $ 31.70 |
Share-Based Compensation - Perf
Share-Based Compensation - Performance-Based RSUs (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2018 | Mar. 31, 2017 | Jun. 30, 2017 | Dec. 31, 2016 | |
Performance-Based Restricted Stock Units (PBRSUs) | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Share-based Awards Other than Options | $ 1,000 | $ 1,000 | $ 0 | ||
Number of PBRSUs [Roll Forward] | |||||
Compensation expense recognized | $ 100 | $ 100 | $ 0 | ||
Performance-Based Restricted Stock Units (PBRSUs) | |||||
Number of PBRSUs [Roll Forward] | |||||
Shares Awarded, Beginning balance (in shares) | 0 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 37,414 | 0 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | 0 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period | 1,306 | ||||
Shares Awarded, Ending balance (in shares) | 36,108 | 36,108 | 0 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value | $ 31.70 | $ 31.70 | $ 0 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 31.70 | ||||
Aggregate Intrinsic Value, Granted | $ 1,186 | ||||
Weighted Average Grant Date Fair Value, Exercised/Released (in US$ per share) | $ 0 | ||||
Aggregate Intrinsic Value, Exercised/Released | $ 0 | ||||
Weighted Average Grant Date Fair Value, Cancelled/Forfeited (in US$ per share) | $ 31.70 | ||||
Aggregate Intrinsic Value, Cancelled/Forfeited | $ 0 | ||||
Weighted Average Remaining Life, Ending balance | 2 years 7 months 10 days | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Aggregate Intrinsic Value | $ 1,090 | $ 1,090 | $ 0 | ||
Vested and Expected to Vest, Outstanding, Number (in units) | 31,743 | 31,743 | |||
Vested and Expected to Vest, Weighted Average Exercise Price (in US$ per share) | $ 31.70 | $ 31.70 | |||
Vested and Expected to Vest, Weighted Average Remaining Life | 2 years 7 months 10 days | ||||
Vested and Expected to Vest, Aggregate Intrinsic Value | $ 959 | $ 959 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years | ||||
2017 Plan [Member] | Performance-Based Restricted Stock Units (PBRSUs) | |||||
Number of PBRSUs [Roll Forward] | |||||
Employee Service Share-based Compensation, Nonvested Awards, Weighted Average Remaining Amortization Period | 2 years 7 months 13 days |
Other Long-Term Liabilities (De
Other Long-Term Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Jun. 30, 2017 | Feb. 07, 2017 |
Other Liabilities Disclosure [Line Items] | |||
Derivative liabilities—noncurrent | $ 146 | $ 380 | |
Accrued cumulative preferred dividends—noncurrent | 206 | 0 | |
Other long-term liabilities | 2,008 | 1,480 | |
West Coast Coffee, Inc. | |||
Other Liabilities Disclosure [Line Items] | |||
Earnout Payable | 600 | 600 | |
Earnout payable | 600 | 1,100 | $ 600 |
China Mist Brands, Inc [Member] | |||
Other Liabilities Disclosure [Line Items] | |||
Earnout Payable | 500 | ||
Boyd Coffee [Member] | |||
Other Liabilities Disclosure [Line Items] | |||
Earnout payable | $ 1,056 | $ 0 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Income Tax Disclosure | ||||||
Income Tax Expense (Benefit), Continuing Operations, Adjustment of Deferred Tax (Asset) Liability | $ 500,000 | $ 20,800,000 | ||||
Effective tax rate percent | (8.20%) | 44.40% | (649.10%) | 40.40% | ||
Deferred income taxes | $ 45,779,000 | $ 45,779,000 | $ 63,055,000 | |||
Decrease to deferred tax assets | 17,300,000 | |||||
Unrecognized tax benefits | 0 | 0 | $ 0 | |||
Deferred Tax Assets, Tax Deferred Expense, Compensation and Benefits, Share-based Compensation Cost | $ 1,600,000 | $ 1,600,000 | ||||
Scenario, Forecast [Member] | ||||||
Income Tax Disclosure | ||||||
Statutory tax rate | 28.10% |
Net (Loss) Income Per Common 73
Net (Loss) Income Per Common Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Undistributed Earnings (Loss) Available to Common Shareholders, Basic | $ (4,033) | $ 1,592 | $ (23,899) | $ 23,253 |
Undistributed net (loss) income available to nonvested restricted stockholders and holders of convertible preferred stock | (3) | 2 | (13) | 35 |
Undistributed net (loss) income available to common stockholders | $ (4,036) | $ 1,594 | $ (23,912) | $ 23,288 |
Weighted average common shares outstanding - basic (in shares) | 16,760,145 | 16,605,754 | 16,727,624 | 16,584,125 |
Incremental Common Shares Attributable to Dilutive Effect of Conversion of Preferred Stock | 0 | 0 | 0 | 0 |
Weighted average common shares outstanding—diluted (in shares) | 16,760,145 | 16,721,774 | 16,727,624 | 16,704,200 |
Earnings Per Share, Basic, Undistributed | $ (0.24) | $ 0.10 | $ (1.43) | $ 1.40 |
Earnings Per Share, Diluted, Undistributed | $ (0.24) | $ 0.10 | $ (1.43) | $ 1.39 |
Cumulative Preferred Stock [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 383,611 | |||
Stock Options | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Shares issuable under stock options (in shares) | 0 | 116,020 | 0 | 120,075 |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 488,231 | 30,401 | 25,508 | |
Performance-Based Restricted Stock Units (PBRSUs) | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Shares issuable under stock options (in shares) | 0 | 0 | 0 | 0 |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 36,108 |
Preferred Stock - Narrative (De
Preferred Stock - Narrative (Details) - USD ($) | Oct. 02, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | Jun. 30, 2017 |
Class of Stock [Line Items] | ||||
Preferred Stock, Shares Authorized (shares) | 500,000 | 500,000 | ||
Preferred stock, par value (in US$ per share) | $ 1 | $ 1 | ||
Convertible Preferred Stock, Terms of Conversion | 0.225 | |||
Cumulative preferred dividends, undeclared and unpaid | $ 257,250 | $ 0 | ||
Common Stock, Conversion Basis | 26.0960334029 | |||
Convertible Preferred Stock [Member] | ||||
Class of Stock [Line Items] | ||||
Preferred Stock, Shares Authorized (shares) | 21,000 | |||
Cumulative Preferred Stock [Member] | ||||
Class of Stock [Line Items] | ||||
Preferred Stock, Shares Authorized (shares) | 21,000 | 0 | ||
Preferred stock, issued (in shares) | 14,700 | 14,700 | 0 | |
Cumulative Preferred Stock [Member] | Boyd Coffee Co. [Member] | ||||
Class of Stock [Line Items] | ||||
Preferred Stock, Dividend Rate, Percentage | 3.50% | |||
Preferred stock, par value (in US$ per share) | $ 1,000 | |||
Year 1 [Member] | ||||
Class of Stock [Line Items] | ||||
Convertible Preferred Stock, Terms of Conversion | 0.2 | |||
Year 2 [Member] | ||||
Class of Stock [Line Items] | ||||
Convertible Preferred Stock, Terms of Conversion | 0.3 | |||
Year 3 [Member] | ||||
Class of Stock [Line Items] | ||||
Convertible Preferred Stock, Terms of Conversion | 0.5 |
Preferred Stock - Schedule of P
Preferred Stock - Schedule of Preferred Stock (Details) - USD ($) | Mar. 31, 2018 | Jun. 30, 2017 |
Auction Market Preferred Securities, Stock Series [Line Items] | ||
Preferred Stock, Shares Authorized (shares) | 500,000 | 500,000 |
Preferred stock, par value (in US$ per share) | $ 1 | $ 1 |
Preferred Stock, Liquidation Preference, Value | $ 820,554 | $ 0 |
Series A Preferred Stock [Member] | ||
Auction Market Preferred Securities, Stock Series [Line Items] | ||
Preferred Stock, Shares Authorized (shares) | 21,000 | |
Preferred stock, issued (in shares) | 14,700 | |
Preferred stock, par value (in US$ per share) | $ 1 | |
Preferred Stock, Value, Outstanding | $ 14,700 | |
Cumulative Dividends | 257,250 | |
Preferred Stock, Liquidation Preference, Value | $ 820,554 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) - USD ($) | Oct. 02, 2017 | Mar. 31, 2018 | Mar. 31, 2018 | Mar. 31, 2017 | Jun. 30, 2017 |
Contractual Obligations | |||||
Long-term Purchase Commitment, additional | $ 19,300,000 | ||||
Payments made to date | $ 2,900,000 | 5,600,000 | |||
Acquisition of businesses, net of cash acquired | 39,608,000 | $ 25,853,000 | |||
Short-term borrowings under revolving credit facility | 85,885,000 | 85,885,000 | $ 27,621,000 | ||
Loss Contingency, Range of Possible Loss, Per Day, Per Violation, Maximum | 2,500 | ||||
Inventories | Coffee | |||||
Contractual Obligations | |||||
Purchase Obligation, Due in Next Twelve Months | 55,800,000 | 55,800,000 | |||
Inventories | Other Inventory | |||||
Contractual Obligations | |||||
Purchase Obligation, Due in Next Twelve Months | $ 13,900,000 | 13,900,000 | |||
Boyd Coffee [Member] | |||||
Contractual Obligations | |||||
Acquisition of businesses, net of cash acquired | $ 38,871,000 | $ 39,500,000 |