Cover Page
Cover Page - shares | 9 Months Ended | |
Mar. 31, 2021 | Apr. 26, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2021 | |
Document Transition Report | false | |
Entity File Number | 001-34249 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 95-0725980 | |
Entity Address, Address Line One | 1912 Farmer Brothers Drive, | |
Entity Address, City or Town | Northlake, | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 76262 | |
City Area Code | 888 | |
Local Phone Number | 301-0489 | |
Title of 12(b) Security | Common Stock, $1.00 par value | |
Trading Symbol | FARM | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 17,822,656 | |
Entity Registrant Name | FARMER BROTHERS CO | |
Amendment Flag | false | |
Current Fiscal Year End Date | --06-30 | |
Document Fiscal Period Focus | Q3 | |
Entity Central Index Key | 0000034563 | |
Document Fiscal Year Focus | 2021 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Mar. 31, 2021 | Jun. 30, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 8,474,000 | $ 60,013,000 |
Accounts receivable, net | 37,100,000 | 40,882,000 |
Inventories | 75,151,000 | 67,408,000 |
Income tax receivable | 0 | 831,000 |
Short-term derivative assets | 1,062,000 | 165,000 |
Prepaid expenses | 8,711,000 | 7,414,000 |
Assets held for sale | 2,521,000 | 0 |
Total current assets | 133,019,000 | 176,713,000 |
Property, plant and equipment, net | 154,467,000 | 165,633,000 |
Goodwill | 0 | |
Intangible assets, net | 18,854,000 | 20,662,000 |
Right-of-use operating lease assets | 8,121,000 | 8,564,000 |
Long-term derivatives assets | 0 | 10,000 |
Other assets | 25,800,000 | 21,117,000 |
Total assets | 340,261,000 | 392,699,000 |
Current liabilities: | ||
Accounts payable | 44,610,000 | 36,987,000 |
Accrued payroll expenses | 15,380,000 | 9,394,000 |
Operating leases liabilities - current | 6,036,000 | 5,854,000 |
Short-term derivative liabilities | 1,990,000 | 5,255,000 |
Other current liabilities | 6,384,000 | 6,802,000 |
Total current liabilities | 74,400,000 | 64,292,000 |
Long-term borrowings under revolving credit facility | 88,000,000 | 122,000,000 |
Accrued pension liabilities | 56,682,000 | 58,772,000 |
Accrued postretirement benefits | 10,381,000 | 9,993,000 |
Accrued workers’ compensation liabilities | 3,687,000 | 4,569,000 |
Operating lease liabilities - noncurrent | 19,770,000 | 15,628,000 |
Other long-term liabilities | 5,352,000 | 5,532,000 |
Total liabilities | 258,272,000 | 280,786,000 |
Commitments and contingencies | ||
Stockholders’ equity: | ||
Preferred stock, $1.00 par value, 500,000 shares authorized; Series A Convertible Participating Cumulative Perpetual Preferred Stock, 21,000 shares authorized; 14,700 shares issued and outstanding as of March 31, 2021 and June 30, 2020; liquidation preference of $16,607 and $16,178 as of March 31, 2021 and June 30, 2020, respectively | 15,000 | 15,000 |
Common stock, $1.00 par value, 25,000,000 shares authorized; 17,771,241 and 17,347,774 shares issued and outstanding as of March 31, 2021 and June 30, 2020, respectively | 17,771,000 | 17,348,000 |
Additional paid-in capital | 65,170,000 | 62,043,000 |
Retained earnings | 70,428,000 | 108,536,000 |
Accumulated other comprehensive loss | (71,395,000) | (76,029,000) |
Total stockholders’ equity | 81,989,000 | 111,913,000 |
Total liabilities and stockholders’ equity | $ 340,261,000 | $ 392,699,000 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2021 | Jun. 30, 2020 |
Preferred stock, par value (in US$ per share) | $ 1 | $ 1 |
Preferred Stock, Shares Authorized (in shares) | 500,000 | 500,000 |
Preferred Stock, Shares Outstanding | 14,700 | 14,700 |
Preferred stock, issued (in shares) | 14,700 | 14,700 |
Liquidation preference | $ 16,607 | $ 16,178 |
Common stock, par value (in US$ per share) | $ 1 | $ 1 |
Common stock, shares authorized (in shares) | 25,000,000 | 25,000,000 |
Common stock, shares issued (in shares) | 17,771,241 | 17,347,774 |
Common stock, shares outstanding (in shares) | 17,771,241 | 17,347,774 |
Preferred Class A [Member] | ||
Preferred Stock, Shares Authorized (in shares) | 21,000 | 21,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | |
Income Statement [Abstract] | ||||
Net sales | $ 93,152,000 | $ 129,139,000 | $ 294,993,000 | $ 420,237,000 |
Cost of goods sold | 69,274,000 | 91,190,000 | 222,447,000 | 297,662,000 |
Gross profit | 23,878,000 | 37,949,000 | 72,546,000 | 122,575,000 |
Selling expenses | 22,767,000 | 31,968,000 | 71,035,000 | 100,488,000 |
General and administrative expenses | 11,018,000 | 8,833,000 | 32,334,000 | 32,839,000 |
Net losses (gains) from sales of assets | 488,000 | 287,000 | (62,000) | (23,375,000) |
Impairment of goodwill and intangible assets | 0 | 42,030,000 | 0 | 42,030,000 |
Impairment of fixed assets | 0 | 0 | 1,243,000 | 0 |
Operating expenses | 34,273,000 | 83,118,000 | 104,550,000 | 151,982,000 |
Loss from operations | (10,395,000) | (45,169,000) | (32,004,000) | (29,407,000) |
Other (expense) income: | ||||
Interest expense | (2,993,000) | (2,478,000) | (9,174,000) | (7,885,000) |
Postretirement benefits curtailment and pension settlement charge | 0 | 5,760,000 | 0 | 5,760,000 |
Other, net | (356,000) | 1,076,000 | 17,283,000 | 2,941,000 |
Total other (expense) income | (3,349,000) | 4,358,000 | 8,109,000 | 816,000 |
Loss before taxes | (13,744,000) | (40,811,000) | (23,895,000) | (28,591,000) |
Income tax (benefit) expense | (60,000) | (1,034,000) | 13,785,000 | (1,222,000) |
Net loss | (13,684,000) | (39,777,000) | (37,680,000) | (27,369,000) |
Less: Cumulative preferred dividends, undeclared and unpaid | 144,000 | 139,000 | 428,000 | 414,000 |
Undistributed net (loss) income available to common stockholders | $ (13,828,000) | $ (39,916,000) | $ (38,108,000) | $ (27,783,000) |
Net income (loss) per common share - basic (in US$ per share) | $ (0.78) | $ (2.32) | $ (2.17) | $ (1.62) |
Net income (loss) per common share - diluted (in US$ per share) | $ (0.78) | $ (2.32) | $ (2.17) | $ (1.62) |
Weighted average common shares outstanding - basic (in shares) | 17,756,619 | 17,230,879 | 17,569,026 | 17,161,477 |
Weighted average common shares outstanding—diluted (in shares) | 17,756,619 | 17,230,879 | 17,569,026 | 17,161,477 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (13,684) | $ (39,777) | $ (37,680) | $ (27,369) |
Other comprehensive (loss) income, net of tax: | ||||
Unrealized (losses) gains on derivative instruments designated as cash flow hedges, net of tax | (1,315) | (7,680) | 6,012 | (285) |
Gains (losses) on derivative instruments designated as cash flow hedges reclassified to cost of goods sold, net of tax | (973) | 2,042 | (1,233) | 9,290 |
Losses on derivative instruments de-designated as cash flow hedges reclassified to interest expense, net of tax | 301 | 0 | 960 | 0 |
Change in pension and retiree benefit obligations, net of tax | 0 | (5,712) | 1,105 | (5,712) |
Total comprehensive (loss) income, net of tax | $ (15,671) | $ (39,703) | $ (33,046) | $ (12,652) |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Preferred Shares | Common Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) |
Beginning Balance (in shares) at Jun. 30, 2019 | 14,700 | 17,042,132 | ||||
Beginning Balance at Jun. 30, 2019 | $ 157,494 | $ 15 | $ 17,042 | $ 57,912 | $ 146,177 | $ (63,652) |
Net income (loss) | 4,654 | 4,654 | ||||
Unrealized losses on cash flow hedges, net of reclassifications to earnings | (1,301) | (1,301) | ||||
ESOP compensation expense, including reclassifications (in shares) | 52,534 | |||||
ESOP compensation expense, including reclassifications | 860 | $ 53 | 807 | |||
Share based compensation | $ (1) | (1) | ||||
Stock option exercises (in shares) | 0 | 532 | ||||
Cumulative preferred dividends, undeclared and unpaid | $ (137) | (137) | ||||
Ending Balance (in shares) at Sep. 30, 2019 | 14,700 | 17,095,198 | ||||
Ending Balance at Sep. 30, 2019 | 161,569 | $ 15 | $ 17,095 | 58,718 | 150,694 | (64,953) |
Beginning Balance (in shares) at Jun. 30, 2019 | 14,700 | 17,042,132 | ||||
Beginning Balance at Jun. 30, 2019 | 157,494 | $ 15 | $ 17,042 | 57,912 | 146,177 | (63,652) |
Net income (loss) | (27,369) | |||||
Change in funded status of retiree benefit obligations, net of tax | 5,712 | |||||
Ending Balance (in shares) at Mar. 31, 2020 | 14,700 | 17,231,473 | ||||
Ending Balance at Mar. 31, 2020 | 147,736 | $ 15 | $ 17,234 | 61,027 | 118,394 | (48,934) |
Beginning Balance (in shares) at Sep. 30, 2019 | 14,700 | 17,095,198 | ||||
Beginning Balance at Sep. 30, 2019 | 161,569 | $ 15 | $ 17,095 | 58,718 | 150,694 | (64,953) |
Net income (loss) | 7,754 | 7,754 | ||||
Unrealized losses on cash flow hedges, net of reclassifications to earnings | 15,945 | 15,945 | ||||
ESOP compensation expense, including reclassifications (in shares) | 55,623 | |||||
ESOP compensation expense, including reclassifications | 581 | $ 56 | 525 | |||
Share based compensation | 319 | 319 | ||||
Stock option exercises (in shares) | 26,627 | |||||
Stock option exercises | 130 | $ 29 | 101 | |||
Cumulative preferred dividends, undeclared and unpaid | (138) | (138) | ||||
Ending Balance (in shares) at Dec. 31, 2019 | 14,700 | 17,177,448 | ||||
Ending Balance at Dec. 31, 2019 | 186,160 | $ 15 | $ 17,180 | 59,663 | 158,310 | (49,008) |
Net income (loss) | (39,777) | (39,777) | ||||
Unrealized losses on cash flow hedges, net of reclassifications to earnings | (5,638) | (5,638) | ||||
Change in funded status of retiree benefit obligations, net of tax | 5,712 | 5,712 | ||||
Share based compensation | 908 | 854 | ||||
Stock option exercises (in shares) | 0 | |||||
Stock option exercises | 510 | $ 0 | 510 | |||
Cumulative preferred dividends, undeclared and unpaid | (139) | (139) | ||||
Ending Balance (in shares) at Mar. 31, 2020 | 14,700 | 17,231,473 | ||||
Ending Balance at Mar. 31, 2020 | 147,736 | $ 15 | $ 17,234 | 61,027 | 118,394 | (48,934) |
Beginning Balance (in shares) at Jun. 30, 2020 | 14,700 | 17,347,774 | ||||
Beginning Balance at Jun. 30, 2020 | 111,913 | $ 15 | $ 17,348 | 62,043 | 108,536 | (76,029) |
Net income (loss) | (6,270) | (6,270) | ||||
Unrealized losses on cash flow hedges, net of reclassifications to earnings | 4,271 | 4,271 | ||||
Change in funded status of retiree benefit obligations, net of tax | (7,289) | |||||
ESOP compensation expense, including reclassifications (in shares) | 76,671 | |||||
ESOP compensation expense, including reclassifications | 400 | $ 77 | 323 | |||
Share based compensation | $ 745 | 745 | ||||
Stock option exercises (in shares) | 0 | 7,370 | ||||
Stock option exercises | $ 7 | (7) | ||||
Cumulative preferred dividends, undeclared and unpaid | $ (142) | (142) | ||||
Ending Balance (in shares) at Sep. 30, 2020 | 14,700 | 17,431,815 | ||||
Ending Balance at Sep. 30, 2020 | 103,628 | $ 15 | $ 17,432 | 63,104 | 102,124 | (79,047) |
Beginning Balance (in shares) at Jun. 30, 2020 | 14,700 | 17,347,774 | ||||
Beginning Balance at Jun. 30, 2020 | 111,913 | $ 15 | $ 17,348 | 62,043 | 108,536 | (76,029) |
Net income (loss) | (37,680) | |||||
Change in funded status of retiree benefit obligations, net of tax | (1,105) | |||||
Ending Balance (in shares) at Mar. 31, 2021 | 14,700 | 17,771,241 | ||||
Ending Balance at Mar. 31, 2021 | 81,989 | $ 15 | $ 17,771 | 65,170 | 70,428 | (71,395) |
Beginning Balance (in shares) at Sep. 30, 2020 | 14,700 | 17,431,815 | ||||
Beginning Balance at Sep. 30, 2020 | 103,628 | $ 15 | $ 17,432 | 63,104 | 102,124 | (79,047) |
Net income (loss) | (17,725) | (17,725) | ||||
Unrealized losses on cash flow hedges, net of reclassifications to earnings | 3,455 | 3,455 | ||||
Change in funded status of retiree benefit obligations, net of tax | 6,184 | |||||
ESOP compensation expense, including reclassifications (in shares) | 108,426 | |||||
ESOP compensation expense, including reclassifications | 395 | $ 108 | 287 | |||
Share based compensation | 399 | 399 | ||||
Stock option exercises (in shares) | 50,843 | |||||
Stock option exercises | 0 | $ 51 | (51) | |||
Cumulative preferred dividends, undeclared and unpaid | (143) | (143) | ||||
Ending Balance (in shares) at Dec. 31, 2020 | 14,700 | 17,591,084 | ||||
Ending Balance at Dec. 31, 2020 | 96,193 | $ 15 | $ 17,591 | 63,739 | 84,256 | (69,408) |
Net income (loss) | (13,684) | |||||
Unrealized losses on cash flow hedges, net of reclassifications to earnings | (1,987) | |||||
Change in funded status of retiree benefit obligations, net of tax | 0 | |||||
ESOP compensation expense, including reclassifications | 931 | |||||
Share based compensation | 680 | |||||
Cumulative preferred dividends, undeclared and unpaid | (144) | |||||
Ending Balance (in shares) at Mar. 31, 2021 | 14,700 | 17,771,241 | ||||
Ending Balance at Mar. 31, 2021 | $ 81,989 | $ 15 | $ 17,771 | $ 65,170 | $ 70,428 | $ (71,395) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 9 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (37,680,000) | $ (27,369,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 21,231,000 | 22,544,000 |
Postretirement and Pension benefits gains | (14,577,000) | (5,760,000) |
Deferred income taxes | (13,472,000) | 0 |
Impairment of goodwill and intangible assets | 0 | 42,030,000 |
Impairment of fixed assets | 1,243,000 | 0 |
Net losses (gains) from sales of assets | (62,000) | (23,375,000) |
Net (gains) losses on derivative instruments | (2,875,000) | 9,830,000 |
Other adjustments | 3,124,000 | 3,698,000 |
Change in operating assets and liabilities: | ||
Accounts receivable | 4,210,000 | 3,745,000 |
Inventories | (7,744,000) | 1,004,000 |
Derivative assets/liabilities, net | 3,309,000 | (2,472,000) |
Other assets | 3,184,000 | 1,510,000 |
Accounts payable | 6,496,000 | (13,194,000) |
Accrued expenses and other | 3,181,000 | (4,126,000) |
Net cash (used) provided by operating activities | (3,488,000) | 8,065,000 |
Cash flows from investing activities: | ||
Purchases of property, plant and equipment | (12,796,000) | (13,114,000) |
Proceeds from sales of property, plant and equipment | 2,009,000 | 36,733,000 |
Net cash (used) provided in investing activities | (10,787,000) | 23,619,000 |
Cash flows from financing activities: | ||
Proceeds from revolving credit facility | 27,150,000 | 48,000,000 |
Repayments on revolving credit facility | (61,150,000) | (60,000,000) |
Payments of finance lease obligations | (57,000) | (40,000) |
Payment of financing costs | (3,207,000) | (367,000) |
Proceeds from stock option exercises | 0 | 129,000 |
Net cash used by financing activities | (37,264,000) | (12,278,000) |
Net (decrease) increase in cash and cash equivalents | (51,539,000) | 19,406,000 |
Cash and cash equivalents at beginning of period | 60,013,000 | 6,983,000 |
Cash and cash equivalents at end of period | 8,474,000 | 26,389,000 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Non-cash additions to property, plant and equipment | 297,000 | 1,130,000 |
Non-cash issuance of 401-K common stock | 347,000 | 163,000 |
Cumulative preferred dividends, undeclared and unpaid | $ 428,000 | $ 414,000 |
Introduction and Basis of Prese
Introduction and Basis of Presentation | 9 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [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 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, 2021 are not necessarily indicative of the results that may be expected for the fiscal year ending June 30, 2021. Events occurring subsequent to March 31, 2021 have been evaluated for potential recognition or disclosure in the unaudited condensed consolidated financial statements for the three and nine months ended March 31, 2021. 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, 2020, filed with the Securities and Exchange Commission (the “SEC”) on September 11, 2020 (the “2020 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”), China Mist Brands, Inc., a Delaware corporation, Boyd Assets Co., a Delaware corporation, and Coffee Bean International LLC, a Delaware limited liability company. 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, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Recent Accounting Pronouncements The Company considers the applicability and impact of all ASUs issued. ASUs not listed below were assessed and either determined to be not applicable or expected to have minimal impact on its condensed consolidated financial statements. The following table provides a brief description of the applicable recent ASUs issued by the FASB: Standard Description Effective Date Effect on the Financial Statements or Other Significant Matters In March 2020, the FASB issued ASU No. 2020-04, “Facilitation of the Effect of Reference Rate Reform on Financial Reporting” (“ASU 2020-04”) The London Interbank Offered Rate (LIBOR) is set to expire at the end of 2021. Contracts affected by the rate change would be required to be modified. Under current U.S. GAAP, those modifications would have to be evaluated to determine whether they result in new contracts or continuation of the existing contracts. ASU 2020-04 provides temporary optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships, and other transactions affected by the transition from LIBOR to alternative reference rate. Issuance date of March 12, 2020 through December 31, 2022. The Company is currently evaluating the impact ASU 2020-04 will have on its consolidated financial statements. In December 2019, the FASB issued ASU 2019-12, "Simplifying the Accounting for Income Taxes" ("ASU 2019-12"). ASU 2019-12 guidance simplifies the accounting for income taxes by removing the exception to the incremental approach for intraperiod tax allocation when there is a loss from continuing operations and income or a gain from other items (for example, discontinued operations or other comprehensive income). With the removal of this exception, entities will determine the tax effect of pre-tax income or loss from continuing operations without consideration of the tax effects of other items that are not included in continuing operations. Annual periods beginning after December 15, 2020, and interim periods within those fiscal years. Early adoption is permitted, including adoption in any interim period. The Company is currently evaluating the impact ASU 2019-12 will have on its consolidated financial statements. In August 2018, the FASB issued ASU No. 2018-15, “Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract” (“ASU 2018-15”). ASU 2018-15 aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. Annual periods beginning after December 15, 2019, and interim periods within those fiscal years. Early adoption is permitted, including adoption in any interim period. The Company adopted the new guidance effective July 1, 2020 on a prospective basis which did not require the Company to adjust comparative periods. Adoption of ASU 2018-15 did not have a material impact on the results of operations, financial position or cash flows of the Company. In August 2018, the FASB issued ASU No. 2018-14, “Compensation—Retirement Benefits—Defined Benefit Plans—General (Subtopic 715-20): Disclosure Framework—Changes to the Disclosure Requirements for Defined Benefit Plans” (“ASU 2018-14”). ASU 2018-14 modifies the disclosure requirements for employers that sponsor defined benefit pension or other postretirement plans by removing disclosures that no longer are considered cost beneficial, clarifying the specific requirements of disclosures and adding disclosure requirements identified as relevant. Annual periods beginning after December 15, 2020. Early adoption is permitted. Effective for the Company beginning July 1, 2021. The Company is currently evaluating the impact ASU 2018-14 will have on its consolidated financial statements. In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. Since that date, the FASB has issued additional ASUs clarifying certain aspects of ASU 2016-13. The objective of the guidance in ASU 2016-13 is to allow entities to recognize estimated credit losses in the period that the change in valuation occurs. The amendments in ASU 2016-13 requires an entity to present financial assets measured on an amortized cost basis on the balance sheet net of an allowance for credit losses. The model requires an estimate of the credit losses expected over the life of an exposure or pool of exposures. The income statement will reflect the measurement of credit losses for newly recognized financial assets, as well as the expected increases or decreases of expected credit losses that have taken place during the period. Annual reporting periods beginning after December 15, 2019 and interim periods within those reporting periods. The Company adopted the new guidance effective July 1, 2020 on a modified retrospective basis. Adoption of ASU 2016-13 did not have a material impact on the results of operations, financial position or cash flows of the Company. |
Leases (Notes)
Leases (Notes) | 9 Months Ended |
Mar. 31, 2021 | |
Leases [Abstract] | |
Leases | Leases The Company has entered into leases for building facilities, vehicles and other equipment. The Company’s leases have remaining contractual terms of up to 10 years, some of which have options to extend the lease for up to 10 years. For purposes of calculating operating lease liabilities, lease terms are deemed not to include options to extend the lease renewal until it is reasonably certain that the Company will exercise that option. The Company's lease agreements do not contain any material residual value guarantees or material restrictive covenants. In September 2020, the Company entered a new 89 month lease for its western U.S. distribution center. The lease terminates on March 31, 2028, with a one 5 year renewal option. The lease has been classified as an operating lease and included in the lease tables and the related disclosures below. In January 2021, the Company entered into a 60 month lease for various office copier equipment terminating on December 31, 2025. The lease term is for a major part of the remaining economic life of the lease assets. Therefore, the lease has been classified as a finance lease and included in the lease tables and the related disclosures below. Supplemental unaudited consolidated balance sheet information related to leases is as follows: Classification March 31, 2021 June 30, 2020 (In thousands) Operating lease assets Right-of-use operating lease assets $ 25,800 21,117 Finance lease assets Property, plant and equipment, net 779 9 Total lease assets $ 26,579 $ 21,126 Operating lease liabilities - current Operating lease liabilities - current 6,036 5,854 Finance lease liabilities - current Other current liabilities 193 — Operating lease liabilities - noncurrent Operating lease liabilities - noncurrent 19,770 15,628 Finance lease liabilities Other long-term liabilities 593 9 Total lease liabilities $ 26,592 $ 21,491 The components of lease expense are as follows: Three Months Ended March 31, Nine Months Ended March 31, Classification 2021 2020 2021 2020 (In thousands) Operating lease expense General and administrative expenses and cost of goods sold $ 1,838 $ 1,497 $ 5,415 $ 3,858 Finance lease expense: Amortization of finance lease assets General and administrative expenses 54 13 63 39 Interest on finance lease liabilities Interest expense 13 — 13 1 Total lease expense $ 1,905 $ 1,510 $ 5,491 $ 3,898 March 31, 2021 (In thousands) Operating Leases Finance Leases Maturities of lease liabilities are as follows: 2021 $ 1,546 $ 48 2022 5,899 193 2023 5,476 193 2024 5,184 193 2025 4,019 193 Thereafter 7,877 96 Total lease payments 30,001 916 Less: interest (4,195) (130) Total lease obligations $ 25,806 $ 786 Lease term and discount rate: March 31, 2021 June 30, 2020 Weighted-average remaining lease terms (in years): Operating lease 7.5 8.3 Finance lease 4.7 0.2 Weighted-average discount rate: Operating lease 5.01 % 4.50 % Finance lease 5.01 % 4.50 % Other Information: Nine Months Ended March 31, (In thousands) 2021 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 5,807 $ 3,585 Operating cash flows from finance leases $ 13 $ 1 Financing cash flows from finance leases $ 44 $ 38 Leased assets obtained in exchange for new finance lease liabilities $ — $ — Leased assets obtained in exchange for new operating lease liabilities $ — $ — |
Leases | Leases The Company has entered into leases for building facilities, vehicles and other equipment. The Company’s leases have remaining contractual terms of up to 10 years, some of which have options to extend the lease for up to 10 years. For purposes of calculating operating lease liabilities, lease terms are deemed not to include options to extend the lease renewal until it is reasonably certain that the Company will exercise that option. The Company's lease agreements do not contain any material residual value guarantees or material restrictive covenants. In September 2020, the Company entered a new 89 month lease for its western U.S. distribution center. The lease terminates on March 31, 2028, with a one 5 year renewal option. The lease has been classified as an operating lease and included in the lease tables and the related disclosures below. In January 2021, the Company entered into a 60 month lease for various office copier equipment terminating on December 31, 2025. The lease term is for a major part of the remaining economic life of the lease assets. Therefore, the lease has been classified as a finance lease and included in the lease tables and the related disclosures below. Supplemental unaudited consolidated balance sheet information related to leases is as follows: Classification March 31, 2021 June 30, 2020 (In thousands) Operating lease assets Right-of-use operating lease assets $ 25,800 21,117 Finance lease assets Property, plant and equipment, net 779 9 Total lease assets $ 26,579 $ 21,126 Operating lease liabilities - current Operating lease liabilities - current 6,036 5,854 Finance lease liabilities - current Other current liabilities 193 — Operating lease liabilities - noncurrent Operating lease liabilities - noncurrent 19,770 15,628 Finance lease liabilities Other long-term liabilities 593 9 Total lease liabilities $ 26,592 $ 21,491 The components of lease expense are as follows: Three Months Ended March 31, Nine Months Ended March 31, Classification 2021 2020 2021 2020 (In thousands) Operating lease expense General and administrative expenses and cost of goods sold $ 1,838 $ 1,497 $ 5,415 $ 3,858 Finance lease expense: Amortization of finance lease assets General and administrative expenses 54 13 63 39 Interest on finance lease liabilities Interest expense 13 — 13 1 Total lease expense $ 1,905 $ 1,510 $ 5,491 $ 3,898 March 31, 2021 (In thousands) Operating Leases Finance Leases Maturities of lease liabilities are as follows: 2021 $ 1,546 $ 48 2022 5,899 193 2023 5,476 193 2024 5,184 193 2025 4,019 193 Thereafter 7,877 96 Total lease payments 30,001 916 Less: interest (4,195) (130) Total lease obligations $ 25,806 $ 786 Lease term and discount rate: March 31, 2021 June 30, 2020 Weighted-average remaining lease terms (in years): Operating lease 7.5 8.3 Finance lease 4.7 0.2 Weighted-average discount rate: Operating lease 5.01 % 4.50 % Finance lease 5.01 % 4.50 % Other Information: Nine Months Ended March 31, (In thousands) 2021 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 5,807 $ 3,585 Operating cash flows from finance leases $ 13 $ 1 Financing cash flows from finance leases $ 44 $ 38 Leased assets obtained in exchange for new finance lease liabilities $ — $ — Leased assets obtained in exchange for new operating lease liabilities $ — $ — |
Derivative Instruments
Derivative Instruments | 9 Months Ended |
Mar. 31, 2021 | |
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 2020 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, 2021 and June 30, 2020: (In thousands) March 31, 2021 June 30, 2020 Derivative instruments designated as cash flow hedges: Long coffee pounds 20,681 36,413 Derivative instruments not designated as cash flow hedges: Long coffee pounds 8,112 8,348 Total 28,793 44,761 Coffee-related derivative instruments designated as cash flow hedges outstanding as of March 31, 2021 will expire within 21 months. At March 31, 2021 and June 30, 2020 approximately 72% and 81%, respectively, of the Company's outstanding coffee-related derivative instruments were designated as cash flow hedges. Interest Rate Swap Derivative Instruments Pursuant to an International Swap Dealers Association, Inc. Master Agreement (“ISDA”) which was effective March 20, 2019, the Company on March 27, 2019, entered into an interest rate swap transaction utilizing a notional amount of $80.0 million, with an effective date of April 11, 2019 and a maturity date of October 11, 2023 (the “Rate Swap”). In December 2019, the Company amended the notional amount to $65.0 million. The Rate Swap is intended to manage the Company’s interest rate risk on its floating-rate indebtedness under the Company’s revolving credit facility. Under the terms of the Rate Swap, the Company receives 1-month LIBOR, subject to a 0% floor, and makes payments based on a fixed rate of 2.1975%. The Company’s obligations under the ISDA are secured by the collateral which secures the loans under the revolving credit facility on a pari passu and pro rata basis with the principal of such loans. The Company had designated the Rate Swap derivative instrument as a cash flow hedge; however, during the quarter ended September 30, 2020, the Company de-designated the Rate Swap derivative instruments. As a result, the balance in AOCI was frozen at the time of de-designation. The Company recognized $0.3 million and $1.0 million, respectively, in interest expense for the three and nine months ended March 31, 2021. The remaining balance of $2.9 million froz en in AOCI will be amortized over the life of the Rate Swap through November 6, 2023. In connection with a new revolver credit facility agreement in April 2021 (see Note 11 for details), the Company also executed a new ISDA agreement to transfer its interest swap to Wells Fargo. See Note 11 for summary description of the key items of the ISDA agreement. The Company did not designate the amended rate swap as a cash flow hedge. The frozen AOCI balance described above from the original interest rate swap that was de-designated during the quarter ended September 30, 2020 will continue to be recognized in interest expense through November 6, 2023. 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 Derivative Instruments Not Designated as Accounting Hedges March 31, 2021 June 30, 2020 March 31, 2021 June 30, 2020 (In thousands) Financial Statement Location: Short-term derivative assets: Coffee-related derivative instruments(1) $ 1,014 $ 35 $ 48 $ 130 Long-term derivative assets: Coffee-related derivative instruments (2) $ — $ 10 $ — $ — Short-term derivative liabilities: Coffee-related derivative instruments $ 382 $ 3,322 $ 277 $ 706 Interest rate swap derivative instruments $ — $ 1,228 $ 1,331 $ — Long-term derivative liabilities: Coffee-related derivative instruments (3) $ 27 $ 246 $ — $ — Interest rate swap derivative instruments (3) $ — $ 2,613 $ 1,680 $ — ________________ (1) Included in “Short-term derivative assets” on the Company’s condensed consolidated balance sheets. (2) Included in “Long-term derivative assets” on the Company's condensed consolidated balance sheets. (3) Included in “Other long-term liabilities” on the Company's condensed consolidated balance sheets. Statements of Operations The following table presents pretax net gains and losses for the Company's derivative instruments designated as cash flow hedges, as recognized in “AOCI,” “Cost of goods sold” and “Other, net”. Three Months Ended March 31, Nine Months Ended March 31, Financial Statement Classification (In thousands) 2021 2020 2021 2020 Net losses recognized in AOCI - Interest rate swap $ — $ (2,542) $ (304) $ (2,590) AOCI Net (losses) recognized from AOCI to earnings - Interest rate swap $ 9 $ (83) $ (354) $ (115) Interest Expense Net losses reclassified from AOCI to earnings for de-designated Interest rate swap (1) $ (320) $ — $ (960) $ — Interest Expense Net losses reclassified from AOCI to earnings for partial unwind of interest swap - Interest rate swap(2) $ — $ — $ — $ (407) Interest Expense Net gains (losses) recognized in AOCI - Coffee-related $ (1,315) $ (5,681) $ 6,051 $ 1,750 AOCI Net gains (losses) recognized in earnings - Coffee - related $ 983 $ (1,976) $ 1,587 $ (8,898) Cost of ________________ (1) The $320 thousand of realized loss was due to the amortization of de-designated interest rate swap. (2) The $407 thousand of realized loss was due to partial unwinding of interest rate swap resulting from the amendment of the notional amount from $80.0 million to $65.0 million. For the three and nine months ended March 31, 2021 and 2020, there were no gains or losses recognized in earnings as a result of excluding amounts from the assessment of hedge effectiveness. Net losses (gains) on derivative instruments in the Company’s condensed consolidated statements of cash flows also include net losses (gains) on coffee-related derivative instruments designated as cash flow hedges reclassified to cost of goods sold from AOCI in the three and nine months ended March 31, 2021 and 2020. Gains and losses on coffee-related 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 (gains) 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) 2021 2020 2021 2020 Net (losses) gains on coffee-related derivative instruments(1) $ (832) $ (308) $ 1,002 $ (932) Non-operating pension and other postretirement benefit (2) 455 1,248 15,943 3,744 Other gains (losses), net 21 136 338 129 Other, net $ (356) $ 1,076 $ 17,283 $ 2,941 ___________ (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, 2021 and 2020. (2) Presented in accordance with ASU 2017-07. Offsetting of Derivative Assets and Liabilities The Company has agreements in place that allow for the financial right of offset for derivative assets and liabilities at settlement or in the event of default under the agreements. Additionally, under certain coffee derivative agreements, the Company maintains accounts with its counterparties to facilitate financial derivative transactions in support of its risk management activities. The following table presents the Company’s net exposure from its offsetting derivative asset and liability positions, as well as cash collateral on deposit with its counterparties as of the reporting dates indicated: (In thousands) Gross Amount Reported on Balance Sheet Netting Adjustments Cash Collateral Posted Net Exposure March 31, 2021 Derivative Assets $ 1,062 $ (650) $ — $ 412 Derivative Liabilities $ 3,697 $ (650) $ — $ 3,047 June 30, 2020 Derivative Assets $ 175 $ (175) $ — $ — Derivative Liabilities $ 8,115 $ (176) $ — $ 7,939 Cash Flow Hedges Changes in the fair value of the Company’s coffee-related derivative instruments designated as cash flow hedges are deferred in AOCI and subsequently reclassified into cost of goods sold in the same period or periods in which the hedged forecasted purchases affect earnings, or when it is probable that the hedged forecasted transaction will not occur by the end of the originally specified time period. Based on recorded values at March 31, 2021, $1.5 million of net gains on coffee-related derivative instruments designated as a cash flow hedge are expected to be reclassified into cost of goods sold within the next twelve months. These recorded values are based on market prices of the commodities as of March 31, 2021. Changes in the fair value of the Company's interest rate swap derivative instruments designated as a cash flow hedge are deferred in AOCI and subsequently reclassified into interest expense in the period or periods when the hedged transaction affects earnings or when it is probable that the hedged forecasted transaction will not occur by the end of the originally specified time period. As of March 31, 2021, $1.2 million |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements Assets and liabilities measured and recorded at fair value on a recurring basis were as follows: (In thousands) Total Level 1 Level 2 Level 3 March 31, 2021 Derivative instruments designated as cash flow hedges: Coffee-related derivative assets (1) $ 1,014 $ — $ 1,014 $ — Coffee-related derivative liabilities (1) $ 409 $ — $ 409 $ — Derivative instruments not designated as accounting hedges: Coffee-related derivative assets(1) $ 48 $ — $ 48 $ — Coffee-related derivative liabilities(1) $ 277 $ — $ 277 $ — Interest rate swap derivative liabilities (2) $ 3,011 — $ 3,011 — (In thousands) Total Level 1 Level 2 Level 3 June 30, 2020 Derivative instruments designated as cash flow hedges: Coffee-related derivative assets (1) $ 45 $ — $ 45 $ — Coffee-related derivative liabilities (1) $ 3,568 $ — $ 3,568 $ — Interest rate swap derivative liabilities (2) $ 3,841 $ — $ 3,841 $ — Derivative instruments not designated as accounting hedges: Coffee-related derivative assets (1) $ 130 $ — $ 130 $ — Coffee-related derivative liabilities (1) $ 706 $ — $ 706 $ — ____________________ (1) The Company's coffee-related derivative instruments are traded over-the-counter and, therefore, classified as Level 2. (2) The Company's interest rate swap derivative instrument are model-derived valuations with directly or indirectly observable significant inputs such as interest rate and, therefore, classified as Level 2. |
Accounts Receivable, net
Accounts Receivable, net | 9 Months Ended |
Mar. 31, 2021 | |
Receivables [Abstract] | |
Accounts Receivable, net | Accounts Receivable, Net (In thousands) March 31, 2021 June 30, 2020 Trade receivables $ 36,878 $ 40,695 Other receivables(1) 1,254 1,983 Allowance for doubtful accounts (1,032) (1,796) Accounts receivable, net $ 37,100 $ 40,882 __________ (1) Includes vendor rebates and other non-trade receivables. The $0.8 million decrease |
Inventories
Inventories | 9 Months Ended |
Mar. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories (In thousands) March 31, 2021 June 30, 2020 Coffee Processed $ 21,011 $ 17,840 Unprocessed 35,691 32,913 Total $ 56,702 $ 50,753 Tea and culinary products Processed $ 12,437 $ 10,627 Unprocessed 65 45 Total $ 12,502 $ 10,672 Coffee brewing equipment parts $ 5,947 $ 5,983 Total inventories $ 75,151 $ 67,408 |
Property, Plant and Equipment
Property, Plant and Equipment | 9 Months Ended |
Mar. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property, Plant and Equipment (In thousands) March 31, 2021 June 30, 2020 Buildings and facilities $ 94,970 $ 98,293 Machinery, vehicles and equipment 228,466 240,431 Capitalized software 23,987 29,765 Office furniture and equipment 13,833 14,042 $ 361,256 $ 382,531 Accumulated depreciation (218,744) (229,829) Land 11,955 12,931 Property, plant and equipment, net $ 154,467 $ 165,633 During the second quarter ended December 31, 2020, the Company completed the implementation of a new route handheld equipment, and wrote-off $0.9 million of the remaining net book value of the previous route handheld equipment and $0.3 million of other assets. Also, during the third quarter ended March 31, 2021, the Company classified four branch properties with net book value of $2.5 million as “Asset Held for Sale”. See Note 21 for details. Coffee Brewing Equipment (“CBE”) and Service Capitalized CBE included in machinery and equipment above are: (In thousands) March 31, 2021 June 30, 2020 Coffee Brewing Equipment $ 98,214 $ 98,734 Accumulated depreciation (70,672) $ (67,800) Coffee Brewing Equipment, net $ 27,542 $ 30,934 Depreciation expense related to capitalized CBE and other CBE related expenses (excluding CBE depreciation) provided to customers and reported in cost of goods sold were as follows: Three Months Ended March 31, Nine Months Ended March 31, (In thousands) 2021 2020 2021 2020 Depreciation expense $ 2,263 $ 2,359 $ 6,957 $ 7,239 Other CBE expenses $ 5,499 $ 7,821 $ 17,035 $ 23,778 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 9 Months Ended |
Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets The carrying value of goodwill was fully impaired and written down to zero as of June 30, 2020. The following is a summary of the Company’s amortized and unamortized intangible assets other than goodwill: March 31, 2021 June 30, 2020 (In thousands) Weighted Gross Carrying Accumulated Net Gross Carrying Accumulated Impairment Net Amortized intangible assets: Customer relationships 6.0 $ 33,003 $ (19,142) $ 13,861 $ 33,003 $ (17,492) $ — $ 15,511 Non-compete agreements 0.7 220 (192) 28 220 (161) — 59 Recipes 2.6 930 (586) 344 930 (487) — 443 Trade name/brand name 2.7 510 (411) 99 510 (383) — 127 Total amortized intangible assets $ 34,663 $ (20,331) $ 14,332 $ 34,663 $ (18,523) $ — $ 16,140 Unamortized intangible assets: Trademarks, trade names and brand name with indefinite lives $ 4,522 $ — $ 4,522 $ 10,328 $ — $ (5,806) $ 4,522 Total unamortized intangible assets $ 4,522 $ — $ 4,522 $ 10,328 $ — $ (5,806) $ 4,522 Total intangible assets $ 39,185 $ (20,331) $ 18,854 $ 44,991 $ (18,523) $ (5,806) $ 20,662 Aggregate amortization expense for the three months ended March 31, 2021 and 2020 was $0.6 million in each period. Aggregate amortization expense for the nine months ended March 31, 2021 and 2020 was $1.8 million in each period. The Company test indefinite-lived intangible assets for impairment annually, as of January 31, or when events or changes in circumstances would indicate that more likely than not the fair values may be below the carrying amounts of the assets. The Company also assesses the recoverability of certain finite-lived intangible assets. As a result of the Company’s annual test of impairment during for the three and nine months ended March 31, 2021, n o impairment was recorded. |
Employee Benefit Plans
Employee Benefit Plans | 9 Months Ended |
Mar. 31, 2021 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plans | Employee Benefit Plans Single Employer Pension Plans Effective June 30, 2011, the Company amended its defined benefit pension plans, freezing the benefit for all participants. As of the effective date, participants do not accrue any benefits under the plans, and new hires are not eligible to participate in the plans. The net periodic benefit cost for the defined benefit pension plans is as follows: Three Months Ended March 31, Nine Months Ended March 31, 2021 2020 2021 2020 (In thousands) Service cost $ — $ — $ — $ — Interest cost 859 1,059 2,578 3,177 Expected return on plan assets (1,038) (1,102) (3,113) (3,305) Amortization of net loss(1) 502 370 1,507 1,109 Net periodic benefit cost $ 323 $ 327 $ 972 $ 981 ___________ (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 March 31, 2021 June 30, 2020 Discount rate 2.55% 3.45% Expected long-term return on plan assets 6.25% 6.75% 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. Contributions made by the Company to the multiemployer pension plans were as follows: Three Months Ended March 31, Nine Months Ended March 31, 2021 2020 2021 2020 (In thousands) Contributions $ 272 $ 240 $ 809 $ 1,120 Outstanding balance of settlement obligations of the Company to certain multiemployer pension plans are as follows: (In thousands) March 31, 2021 June 30, 2020 Local 807 Pension Fund $ 182 $ 182 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 January 31, 2025. 401(k) Plan The Company’s 401(k) Plan is available to all eligible employees. 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 recorded matching contributions of $0.5 million and $1.9 million, respectively, in operating expenses in the three and nine months ended March 31, 2020. Effective March 31, 2020, the Company temporarily suspended its 401K matching program in response to the COVID-19 pandemic. Additionally, the Company makes an annual safe harbor non-elective contribution of shares of the Company’s common stock equal to 4% of each eligible participant’s annual plan compensation. During the three and nine months ended March 31, 2021, the Company contributed a tota l of 51,415 and 322,100 shares of the Company’s common stock with a value of $0.5 million and $1.8 million, respectively, to eligible participant s’ annual plan compensation. During the three and nine months ended March 31, 2020, the Company contributed a total of 104,247 and 213,896 shares of the Company’s common stock with a value of $0.9 million and $2.3 million, respectively, to eligible participants’ annual plan compensation. Postretirement Benefits Retiree Medical Plan and Death Benefit On March 23, 2020, the Company announced a plan to amend and terminate the postretirement medical benefit plan that covers qualified non-union retirees and certain qualified union retirees (“Retiree Medical Plan”) effective December 31, 2020. The plan provided medical, dental and vision coverage for retirees under age 65 and medical coverage only for retirees age 65 and above. Under this postretirement plan, the Company’s contributions toward premiums for retiree medical, dental and vision coverage for participants and dependents were scaled based on length of service, with greater Company contributions for retirees with greater length of service, subject to a maximum monthly Company contribution. The Company's retiree medical, dental and vision plan was unfunded and its liability was calculated using an assumed discount rate. The Company’s communication of its intention to amend and terminate the Retiree Medical Plan triggered re-measurement and curtailment of the plan. As a result, the re-measurement generated a prior service credit of $13.4 million which were amortized over the remaining months of the plan, and a revised net periodic postretirement benefit credit for fiscal 2021 of $14.6 million which were also amortized over the remaining months of the plan. Also, the Company recognized a one-time non-cash curtailment credit of $5.8 million for the fiscal year ended June 30, 2020. As of December 31, 2020, the Retiree Medical Plan has terminated. The Company continues to provide 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 following table shows the components of net periodic postretirement benefit cost (credit) for the Retiree Medical Plan and Death Benefit for the three and nine months ended March 31, 2021 and 2020. Net periodic postretirement benefit cost was based on employee census information and asset information as of June 30, 2020. Three Months Ended March 31, Nine Months Ended March 31, 2021 2020 2021 2020 (In thousands) Components of Net Periodic Postretirement Benefit Cost (Credit): Service cost $ 5 $ 147 $ 14 $ 441 Interest cost 73 214 220 641 Amortization of net gain 80 (125) (5,376) (374) Curtailment credit - Retiree Medical — (5,750) — (5,750) Amortization of prior service credit — (395) (8,961) (1,186) Net periodic postretirement benefit credit $ 158 $ (5,909) $ (14,103) $ (6,228) Weighted-Average Assumptions Used to Determine Net Periodic Postretirement Benefit Cost Fiscal 2021 2020 Retiree Medical Plan discount rate 0.06% 3.62% Death Benefit discount rate 2.87% 3.64% |
Debt Obligations
Debt Obligations | 9 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Debt Obligations | Debt Obligations The following table summarizes the Company’s debt obligations: March 31, 2021 June 30, 2020 (In thousands) Debt Origination Date Maturity Original Borrowing Amount Carrying Value Weighted Average Interest Rate Carrying Value Weighted Average Interest Rate Credit Facility various 11/6/2023 N/A $ 88,000 6.41 % $ 122,000 4.91 % On July 23, 2020 (the "Effective Date"), pursuant to Amendment No. 3 to Amended and Restated Credit Agreement (the “Third Amendment”), the Company amended its existing senior secured revolving credit facility (such facility as amended to date, including pursuant to the Third Amendment, the “Amended Revolving Facility”) with certain financial institutions. The Third Amendment, among other things: 1. retained the amount of revolving commitments under the Amended Revolving Facility of $125.0 million and the sublimit on letters of credit and swingline loans of $15.0 million each; 2. added a $5.0 million quarterly commitment reduction beginning September 30, 2021; 3. adjusted from cash flow-based to an asset-based lending structure with borrowing a base equal to 85% of eligible accounts receivable plus 50% of eligible inventory with certain permitted maximum over advance amounts, minus certain reserves; 4. removed all previous financial covenants of net leverage ratio, interest coverage ratio and minimum EBITDA; 5. added a covenant relief period (commencing on the effective date and ending upon delivery of a compliance certificate on or after fiscal month ending September 30, 2021), during which the Company must comply with the following: (i) a minimum cumulative EBITDA covenant, tested on a monthly basis until the last day of June 2021; (ii) a standalone minimum monthly EBITDA covenant tested on the last day of July 2021 and August 2021; and (iii) a restriction on capital expenditures such that the amount of capital expenditures shall not exceed $25.0 million in the aggregate. 6. added covenant requiring the Company to comply with a minimum liquidity covenant, tested on a weekly basis; 7. added an anti-cash hoarding provision; 8. added a minimum fixed charge coverage ratio of 1.05:1.00 commencing with fiscal quarter ending September 30, 2021, and tested on a quarterly basis thereafter; 9. modified the applicable margin for base rate loans to range from PRIME + 3.50% to PRIME + 4.50% per annum and the applicable margin for Eurodollar loans to range from Adjusted LIBO Rate + 4.50% to Adjusted LIBO Rate + 5.50% per annum and fixed the commitment fee at 0.50%; 10. provided for the revolving commitments to be reduced upon the occurrence of certain asset dispositions and incurrence of non-permitted indebtedness and imposed additional restrictions on the Company’s ability to utilize certain other negative covenant baskets; and 11. added a requirement to provide mortgages and related mortgage instruments with respect to certain specified real property owned by the Company. The Amended Revolving Facility is subject to a variety of affirmative and negative covenants of types customary in a senior secured assets-based lending facility and it has no scheduled payback required on the principal prior to the maturity date on November 6, 2023. As of March 31, 2021, the Company was in compliance with all of the covenants under the Amended Revolving Facility and had utilized $4.3 million of the letters of credit sublimit. Effective March 27, 2019, the Company entered into an interest rate swap to manage the interest rate risk on its floating-rate indebtedness. See Note 4 for details. On April 26, 2021, the Company repaid in full all of the outstanding loans and other amounts payable under the Amended and Restated Credit Agreement dated as of November 6, 2018, using proceeds of loans received pursuant to a refinancing under a new senior secured facility composed of (a) a Credit Agreement, dated as of April 26, 2021 (the “Revolver Credit Facility Agreement”) by and among the Company, Boyd Assets Co., FBC Finance Company, Coffee Bean Holding Co., Inc., Coffee Bean International, Inc. and China Mist Brands, Inc., as borrowers (collectively, the “Borrowers”), Wells Fargo Bank, N.A. (“Wells Fargo”), as administrative agent and lender, and the other lenders party thereto, and various loan documents relating thereto including the Guaranty and Security Agreement, dated as of April 26, 2021 (the “Revolver Security Agreement”), by and among the Borrowers, as grantors, and Wells Fargo, as administrative agent, and (b) a Credit Agreement, dated as of April 26, 2021 (the “Term Credit Facility Agreement”) by and among the Borrowers, MGG Investment Group LP. (“MGG”), as administrative agent, and the lenders party thereto, and various loan documents relating thereto including the Guaranty and Security Agreement, dated as of April 26, 2021 (the “Term Security Agreement”), by and among the Borrowers, as grantors, and MGG, as administrative agent. The following summary description of the Revolver Credit Facility Agreement and the Revolver Security Agreement key items. Please refer as Exhibit 10.1 and Exhibit 10.2 in this Quarterly Report on Form 10-Q for the full text of the agreements. The Revolver Credit Facility Agreement, among other things include: 1. A commitment of up to $80.0 million (“Revolver”); 2. sublimit on letters of credit of $10.0 million; 3. maturity date of April 25, 2025; 4. fully collateralized by all existing and future capital stock of the Borrowers (other than the Company) and all of the Borrowers' personal and real property; 5. Revolver calculated as the lesser of (a) $80.0 million and (b) the amount derived from pursuant to a borrowing base composed of the sum of (i) 85%of eligible accounts receivable (less a dilution reserve), plus (ii) the lesser of: (a) 80% of eligible raw material inventory, eligible in-transit inventory and eligible finished goods inventory (collectively, “Eligible Inventory”), and (b) 85% of the net orderly liquidation value (“NOLV”) of eligible inventory, minus (c) applicable reserve; 6. Interest under the Revolver is either LIBOR + 2.25% per annum, with LIBOR floor 0.50%, or base rate + 1.25% per annum; and 7. In the event that Borrowers’ availability to borrow under the Revolver falls below $10.0 million , financial covenant requires the Company to have a fixed charge coverage ratio of at least 1.00:1.00 at all such times. The Revolver Credit Facility Agreement and the Revolver Security Agreement contain customary affirmative and negative covenants and restrictions typical for a financing of this type that, among other things, require the Company to satisfy certain financial covenants and restrict the Company's and its subsidiaries' ability to incur additional debt, pay dividends and make distributions, make certain investments and acquisitions, repurchase its stock and prepay certain indebtedness, create liens, enter into agreements with affiliates, modify the nature of its business, transfer and sell material assets and merge or consolidate. Non-compliance with one or more of the covenants and restrictions could result in the full or partial principal balance of the Revolver Credit Facility Agreement becoming immediately due and payable and termination of the commitments. The following summary description of the Term Credit Facility Agreement and the Term Security Agreement key items. Please refer to Exhibit 10.3 in this Quarterly Report on Form 10-Q for the full text of the agreements. The Term Credit Facility Agreement, among other things include: 1. total commitment of $47.5 million in the form of a term loan (“Term Loan”); 2. maturity date of April 25, 2025; 3. fully collateralized by all existing and future capital stock of the Borrowers (other than the Company) and all of the Borrowers' personal and real property; 4. Interest under the Term Loan is either (a) LIBOR + 6.5% per annum, or (b) base rate + 5.50% per annum, with a 3% floor on base rate; 5. financial covenants include; (i) maintain qualified cash and Borrower’s availability to borrow under the Revolver of at least $15.0 million through September 30, 2021; and (ii) Commencing on the fiscal quarter ending on March 31, 2022, quarterly minimum EBITDA and fixed charge coverage ratio requirements specified therein. The Term Credit Facility Agreement and the Term Security Agreement contain customary affirmative and negative covenants and restrictions typical for a financing of this type that, among other things, require the Company to satisfy certain financial covenants and restrict the Company's and its subsidiaries' ability to incur additional debt, pay dividends and make distributions, make certain investments and acquisitions, repurchase its stock and prepay certain indebtedness, create liens, enter into agreements with affiliates, modify the nature of its business, transfer and sell material assets and merge or consolidate. Non-compliance with one or more of the covenants and restrictions could result in the full or partial principal balance of the Term Credit Facility Agreement becoming immediately due and payable and termination of the commitments. In connection with the new Revolver Credit Facility Agreement and Term Credit Facility Agreement (collectively, the “Credit Facilities”) , the Company also executed a new ISDA agreement to transfer its interest swap to Wells Fargo (“Amended Rate Swap”). Please refer to Exhibit 10.5, Exhibit 10.6 and Exhibit 10.7 in this Quarterly Report on Form 10-Q for the full text of the agreements. Under the terms of the Amended Rate Swap, the Company receives 1-month LIBOR, subject to a 0% floor, and makes payments based on a fixed rate of 2.4725%, an increase of 0.275% from its original interest rate swap fixed rate of 2.1975%. The Amended Rate Swap utilizes the same notional amount of $65.0 million and maturity date of October 11, 2023 as the original interest rate swap. By transferring the interest swap, the fair value of the liability will be impacted by future changes in interest rates and the Company will avoid settling the $3.7 million liability at close. The Company’s obligations under the ISDA are secured by the collateral which secures the loans under the new Revolver Credit Facility on a pari passu and pro rata basis with the principal of such loans. The Company did not designate the Amended Rate Swap as a cash flow hedge. The frozen AOCI balance from the original interest rate swap that was de-designated during the quarter ended September 30, 2020 will continue to be recognized in interest expense through October 11, 2023.” Upon executing the foregoing Credit Facilities a greements, the Company was in compliance with all of the financial covenants under the senior credit facility, and no event of default has occurred or existed through the Credit Facilities a greements effective date. Furthermore, the Company believes it will be in compliance with the related financial covenants under the Credit Facilities |
Employee Stock Ownership Plan
Employee Stock Ownership Plan | 9 Months Ended |
Mar. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Employee Stock Ownership Plan | Employee Stock Ownership Plan The Company’s ESOP was established in 2000. As of December 31, 2018, the Company froze the ESOP such that (i) no employees of the Company may commence participation in the ESOP on or after December 31, 2018; (ii) no Company contributions will be made to the ESOP with respect to services performed or compensation received after December 31, 2018; and (iii) the ESOP accounts of all individuals who are actively employed by the Company and participating in the ESOP on December 31, 2018 will be fully vested as of such date. Additionally, the Administrative Committee, with the consent of the Board of Directors, designated certain employees who were terminated in connection with certain reductions-in-force in 2018 to be fully vested in their ESOP accounts as of their severance dates. Shares are held by the plan trustee for allocation among participants using a compensation-based formula. Subject to vesting requirements, allocated shares are owned by participants and shares are held by the plan trustee until the participant retires. March 31, 2021 June 30, 2020 Allocated shares 1,100,058 1,170,015 Committed to be released shares — — Unallocated shares — — Total ESOP shares 1,100,058 1,170,015 (In thousands) Fair value of ESOP shares $ 11,485 $ 8,588 |
Share-Based Compensation
Share-Based Compensation | 9 Months Ended |
Mar. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Share-Based Compensation | Share-based Compensation Farmer Bros. Co. Long-Term Incentive Plan As of March 31, 2021, there were 666,665 shares available under the 2017 Plan including shares that were forfeited under the prior plans for future issuance. As of March 31, 2021, there were 171,371 shares available under the 2020 Inducement Plan. Non-qualified stock options with time-based vesting (“NQOs”) One-third of the total number of shares subject to each stock option vest ratably on each of the first three anniversaries of the grant date, contingent on continued employment, and subject to accelerated vesting in certain circumstances. Following are the assumptions used in the Black-Scholes valuation model for NQOs granted during the nine months ended March 31, 2021: Nine Months Ended March 31, 2021 Weighted average fair value of NQOs $ 4.60 Risk-free interest rate 0.29 % Dividend yield — % Average expected term 4.6 years Expected stock price volatility 35.4 % The following table summarizes NQO activity for nine months ended March 31, 2021: Outstanding NQOs: Number Weighted Weighted Aggregate Outstanding at June 30, 2020 528,958 13.92 6.21 55 Granted 29,761 6.72 — — Exercised — — — — Forfeited (11,358) 16.62 — — Expired (7,938) 28.51 — — Outstanding at March 31, 2021 539,423 13.25 5.55 440 Exercisable at March 31, 2021 153,230 16.13 5.24 — The weighted-average grant-date fair value of options granted during nine months ended March 31, 2021 was $2.36 . The aggregate intrinsic values outstanding at the end of period in the table above represent the total pretax intrinsic values, based on the Company’s closing stock price of $10.44 at March 31, 2021 and $7.34 at June 30, 2020, representing the last trading day of the respective 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 nine months ended March 31, 2021 represents the difference between the exercise price and the value of the Company’s common stock at the time of exercise. NQOs outstanding that are expected to vest are net of estimated forfeitures. The were no options exercised during nine months ended March 31, 2021. The Company received $129.3 thousand in proceeds from exercise of vested NQOs during the nine months ended March 31, 2020. At March 31, 2021 and June 30, 2020, respectively, there was $1.2 million and $1.7 million of unrecognized NQO compensation cost. The unrecognized NQO compensation cost at March 31, 2021 is expected to be recognized over the weighted average period of 1.6 years . Total compensation expense for NQOs was $167.7 thousand and $167.3 thousand for the three months ended March 31, 2021 and 2020, respectively. Total compensation expense for NQOs was $586.8 thousand and $444.9 thousand for the nine months ended March 31, 2021 and 2020, respectively. Non-qualified stock options with performance-based and time-based vesting ( “ PNQs”) The following table summarizes PNQ activity for the nine months ended March 31, 2021: Outstanding PNQs: Number Weighted Weighted Aggregate Outstanding at June 30, 2020 13,630 28.60 2.36 — Granted — — — — Exercised — — — — Forfeited — — — — Expired (1,880) 21.33 — — Outstanding at March 31, 2021 11,750 29.76 2.16 — Exercisable at March 31, 2021 6,942 28.40 1.89 — 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 $10.44 at March 31, 2021 and $7.34 at June 30, 2020, 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, 2021 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. There were no options exercised during nine months ended March 31, 2021 and 2020. At March 31, 2021 and June 30, 2020, there was no unrecognized PNQ compensation cost. There was no compensation expense related to PNQs in the three months ended March 31, 2021 and 2020. Total compensation expense related to PNQs in the nine months ended March 31, 2021 and 2020 was zero and $18.3 thousand, respectively. Restricted Stock The following table summarizes restricted stock activity for the nine months ended March 31, 2021: Outstanding and Nonvested Restricted Stock Awards: Shares Weighted Outstanding and nonvested at June 30, 2020 218,604 13.00 Granted 709,473 5.05 Vested/Released (81,254) 13.56 Cancelled/Forfeited (37,505) 3.81 Outstanding and nonvested at March 31, 2021 809,318 5.31 The total grant-date fair value of restricted stock granted during the nine months ended March 31, 2021 was $3.6 million . At March 31, 2021 and June 30, 2020, there was $3.6 million and $1.7 million, respectively, of unrecognized compensation cost related to restricted stock. The unrecognized compensation cost related to restricted stock at March 31, 2021 is expected to be recognized over the weighted average period of 1.5 years . Total compensation expense for restricted stock was $0.4 million and $0.3 million, respectively, in the three months ended March 31, 2021 and 2020. Total compensation expense for restricted stock was $1.5 million and $0.7 million , respectively, in the nine months ended March 31, 2021 and 2020. Performance-Based Restricted Stock Units (“PBRSUs”) The following table summarizes PBRSU activity for the nine months ended March 31, 2021: Outstanding and Nonvested PBRSUs: PBRSUs Weighted Outstanding and nonvested at June 30, 2020 81,337 15.78 Granted(1) 306,095 4.10 Vested/Released (805) 31.70 Cancelled/Forfeited (4,232) 18.50 Outstanding and nonvested at March 31, 2021 382,395 6.30 _____________ (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 total grant-date fair value of PBRSUs granted during the nine months ended March 31, 2021 was $1.3 million . At March 31, 2021 and June 30, 2020, there was $1.2 million and $0.5 million, respectively, of unrecognized PBRSU compensation cost. The unrecognized PBRSU compensation cost at March 31, 2021 is expected to be recognized over the weighted average period of 2.7 years. Total compensation expense for PBRSUs was $91.1 thousand for the three months ended March 31, 2021. As of March 31, 2021, the Company reversed the previously recognized nonvested compensation expense of $295.8 thousand for awards granted prior to fiscal 2021 since it was deemed not probabl e that the Company will achieve the target performance conditions. Total PBRSUs compensation expense for the three and nine months ended March 31, 2020 was $17.9 thousand and $128.0 thousand, respectively . Cash-Settled Restricted Stock Units (“CSRSUs”) In December 2020, the Company granted CSRSUs under the 2017 Plan to certain employees. CSRSUs vest in equal installments over a three-year period from the grant date, and are cash-settled upon vesting based on the Company’s common stock closing share price on the vesting date. The CSRSUs are accounted for as liability awards, and compensation expense is measured at fair value on the date of grant and recognized on a straight-line basis over the vesting period net of forfeitures. Compensation expense is remeasured at each reporting date with a cumulative adjustment to compensation cost during the period based on changes in the Company’s common stock closing share price. The following table summarizes CSRSU activity for the nine months ended March 31, 2021: Outstanding and Nonvested CSRSUs: CSRSUs Weighted Outstanding and nonvested at June 30, 2020 — — Granted 232,002 4.31 Vested/Released — — Cancelled/Forfeited (15,660) 4.31 Outstanding and nonvested at March 31, 2021 216,342 4.31 The total grant-date fair value of CSRSUs granted during the nine months ended March 31, 2021 was $1.0 million . At March 31, 2021, there was $2.0 million of unrecognized compensation cost related to CSRSU. The unrecognized compensation cost related to CSRSU at March 31, 2021 is expected to be recognized over the weighted average period of 2.7 years . Total compensation expense for CSRSUs was $192.5 thousand and $213.1 thousand in the three and nine months ended March 31, 2021, respectively. Performance Cash Awards (“PCAs”) In November 2019, the Company granted PCAs under the 2017 Plan to certain employees. The PCAs cliff vest on the third anniversary of the date of grant based on the Company’s achievement of certain financial performance goals for the performance period July 1, 2019 through June 30, 2022, subject to certain continued employment conditions and subject to acceleration provisions of the 2017 Plan. At the end of the three-year performance period, the amount of PCAs that actually vest will be 0% to 200% of the target amount, depending on the extent to which the Company meets or exceeds the achievement of those financial performance goals measured over the full three-year performance period. The PCAs are measured initially based on a fixed amount of the awards at the date of grant and are required to be re-measured based on the probability of achieving the performance conditions at each reporting date until settlement. Compensation expense for PCAs is recognized over the applicable performance periods. The Company records a liability equal to the cost of PCAs for which achievement of the performance condition is deemed probable. As of March 31, 2021, the Company reversed the previously recognized nonvested accrued liabilities of $102.2 thousand since it was deemed not probabl e that the Company will achieve the target performance conditions. At March 31, 2021, there was no unrecognized PCA compensation cost since it was deemed not probabl e that the Company will achieve the target performance conditions. Total compensation expense for PCAs was $29.7 thousand and $46.5 thousand |
Other Current Liabilities
Other Current Liabilities | 9 Months Ended |
Mar. 31, 2021 | |
Payables and Accruals [Abstract] | |
Other Current Liabilities | Other Current Liabilities Other current liabilities consist of the following: (In thousands) March 31, 2021 June 30, 2020 Accrued postretirement benefits $ 500 $ 744 Accrued workers’ compensation liabilities 1,413 1,466 Cumulative preferred dividends, undeclared and unpaid (1) 1,906 1,477 Finance lease liabilities 193 — Other (2) 2,372 3,115 Other current liabilities $ 6,384 $ 6,802 _________ (1) Represents the cumulative preferred dividends, undeclared and unpaid. Previously accrued long-term portion has been reclassified to current liabilities. (2) Includes accrued property taxes, sales and use taxes and insurance liabilities. |
Other Long-Term Liabilities
Other Long-Term Liabilities | 9 Months Ended |
Mar. 31, 2021 | |
Other Liabilities Disclosure [Abstract] | |
Other Long-Term Liabilities | Other Long-Term Liabilities Other long-term liabilities include the following: (In thousands) March 31, 2021 June 30, 2020 Derivative liabilities—noncurrent $ 1,707 $ 2,859 Deferred compensation(1) 1,629 1,170 Deferred income taxes and other liabilities(2) 1,423 1,494 Finance lease liabilities 593 9 Other long-term liabilities $ 5,352 $ 5,532 ___________ (1) Includes payroll taxes and performance cash awards liabilities. (2) Includes deferred tax liabilities that have an indefinite reversal pattern. |
Income Taxes
Income Taxes | 9 Months Ended |
Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The income tax expense (benefit) and the related effective tax rates are as follows (in thousands, except effective tax rate): Three Months Ended March 31, Nine Months Ended March 31, 2021 2020 2021 2020 Income tax (benefit) expense $ (60) $ (1,034) $ 13,785 $ (1,222) Effective tax rate (0.4) % 2.5 % (57.7) % 4.3 % The effective tax rate in nine months ended March 31, 2021 is negative primarily due to the $13.5 million of previously deferred non-cash tax expense in accumulated other comprehensive income associated with gains on the postretirement medical plan in prior years. Upon termination of this plan on December 31, 2020, the deferred non-cash tax expense was recognized in net income in the second quarter of fiscal 2021. The negative effective tax rate in the three months ended March 31, 2021, and the positive effective tax rates in the three and nine months ended March 31, 2020, are due to change in previously recorded valuation allowance and change in our estimated deferred tax liability. The Company’s interim tax provision is determined using an estimated annual effective tax rate and adjusted for discrete taxable events that may occur during the quarter. The Company recognizes the effects of tax legislation in the period in which the law is enacted. Deferred tax assets and liabilities are remeasured using enacted tax rates expected to apply to taxable income in the years the Company estimates the related temporary differences to reverse. The Company evaluates its deferred tax assets quarterly to determine if a valuation allowance is required. In making such assessment, significant weight is given to evidence that can be objectively verified, such as recent operating results, and less consideration is given to less objective indicators such as future income projections. The Company files its tax returns as prescribed by the tax laws of the jurisdictions in which it operates. In the normal course of business, the Company is subject to examination by U.S. federal, state and local tax authorities. With limited exceptions, as of March 31, 2021 and June 30, 2020, the Company is no longer subject to income tax audits by taxing authorities for any years prior to 2018. Although the outcome of tax audits is always uncertain, the Company does not believe the outcome of any future audit will have a material adverse effect on the Company’s condensed consolidated financial statements. |
Net Income (loss) Per Common Sh
Net Income (loss) Per Common Share | 9 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share [Abstract] | |
Net Income (loss) Per Common Share | Net Income (loss) Per Common Share Basic net income (loss) per common share is calculated by dividing net income (loss) attributable to the Company by the weighted average number of common shares outstanding during the periods presented. Diluted net income (loss) per common share is calculated by dividing diluted net income (loss) attributable to the Company by the weighted average number of common shares outstanding adjusted to include the effect, if dilutive, of the exercise of in-the-money stock options, unvested performance-based restricted stock units, and shares of Series A Preferred Stock, as converted, during the periods presented. The calculation of dilutive shares outstanding excludes out-of-the-money stock options (i.e., such option’s exercise prices were greater than the average market price of our common shares for the period) and unvested performance-based restricted stock units because their inclusion would be have been anti-dilutive. The following table presents the computation of basic and diluted earnings (loss) per common share: Three Months Ended March 31, Nine Months Ended March 31, (In thousands, except share and per share amounts) 2021 2020 2021 2020 Undistributed net (loss) income available to common stockholders $ (13,234) $ (39,790) $ (36,601) $ (27,692) Undistributed net (loss) income available to nonvested restricted stockholders and holders of convertible preferred stock (594) (126) (1,507) (91) Net (loss) earnings available to common stockholders—basic $ (13,828) $ (39,916) $ (38,108) $ (27,783) Weighted average common shares outstanding—basic 17,756,619 17,230,879 17,569,026 17,161,477 Effect of dilutive securities: Shares issuable under stock options — — — — Shares issuable under PBRSUs — — — — Shares issuable under convertible preferred stock — — — — Weighted average common shares outstanding—diluted 17,756,619 17,230,879 17,569,026 17,161,477 Net loss available to common stockholders per common share—basic $ (0.78) $ (2.32) $ (2.17) $ (1.62) Net loss available to common stockholders per common share—diluted $ (0.78) $ (2.32) $ (2.17) $ (1.62) The following table summarizes anti-dilutive securities excluded from the computation of diluted net income (loss) per common share for the periods indicated: Three Months Ended March 31, Nine Months Ended March 31, 2021 2020 2021 2020 Shares issuable under stock options 421,167 485,513 421,167 327,192 Shares issuable under convertible preferred stock 433,373 418,531 433,373 418,531 Shares issuable under PBRSUs 185,236 98,946 104,271 75,926 |
Preferred Stock Preferred Stock
Preferred Stock Preferred Stock | 9 Months Ended |
Mar. 31, 2021 | |
Preferred Stock [Abstract] | |
Preferred Stock | Preferred Stock The Company is authorized to issue 500,000 shares of preferred stock at a par value of $1.00, including 21,000 authorized shares of Series A Preferred Stock. On October 2, 2017, the Company issued 14,700 shares of Series A Preferred Stock in connection with the Boyd Coffee acquisition. At March 31, 2021, Series A Preferred Stock consisted of the following: (In thousands, except share and per share amounts) Shares Authorized Shares Issued and Outstanding Stated Value per Share Carrying Value Cumulative Preferred Dividends, Undeclared and Unpaid Liquidation Preference 21,000 14,700 $ 1,130 $ 16,607 $ 1,907 $ 16,607 |
Revenue Recognition Revenue Rec
Revenue Recognition Revenue Recognition | 9 Months Ended |
Mar. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | Revenue Recognition The Company’s primary sources of revenue are sales of coffee, tea and culinary products. The Company recognizes revenue when control of the promised good or service is transferred to the customer and in amounts that the Company expects to collect. The timing of revenue recognition takes into consideration the various shipping terms applicable to the Company’s sales. The Company delivers products to customers through Direct-store-delivery (“DSD”) to the Company’s customers at their place of business and direct ship from the Company’s warehouse to the customer’s warehouse, facility or address. Each delivery or shipment made to a third party customer is to satisfy a performance obligation. Performance obligations generally occur at a point in time and are satisfied when control of the goods passes to the customer. The Company is entitled to collection of the sales price under normal credit terms in the regions in which it operates. The Company disaggregates net sales from contracts with customers based on the characteristics of the products sold: Three Months Ended March 31, Nine Months Ended March 31, 2021 2020 2021 2020 (In thousands) $ % of total $ % of total $ % of total $ % of total Net Sales by Product Category: Coffee (Roasted) $ 60,771 65.2 % $ 84,300 65.3 % $ 196,353 66.6 % $ 267,847 63.7 % Coffee (Frozen Liquid) 3,890 4.2 % 7,044 5.5 % 10,510 3.6 % 23,528 5.6 % Tea (Iced & Hot) 4,726 5.1 % 6,701 5.2 % 11,251 3.8 % 21,969 5.2 % Culinary 10,551 11.3 % 12,954 9.9 % 32,471 11.0 % 42,315 10.1 % Spice 4,414 4.7 % 5,262 4.1 % 13,424 4.6 % 17,594 4.2 % Other beverages(1) 8,530 9.2 % 12,290 9.5 % 30,028 10.1 % 42,322 10.1 % Other revenues(2) — — % — — % — — % 2,701 0.6 % Net sales by product category 92,882 99.7 % 128,551 99.5 % 294,037 99.7 % 418,276 99.5 % Fuel surcharge 270 0.3 % 588 0.5 % 956 0.3 % 1,961 0.5 % Net sales $ 93,152 100.0 % $ 129,139 100.0 % $ 294,993 100.0 % $ 420,237 100.0 % ____________ (1) Includes all beverages other than roasted coffee, frozen liquid coffee, and iced and hot tea, including cappuccino, cocoa, granitas, and concentrated and ready-to drink cold brew and iced coffee. (2) Represents revenues for certain transition services related to the sale of the Company’s office coffee assets. The Company does not have any material contract assets and liabilities as of March 31, 2021. Receivables from contracts with customers are included in “Accounts receivable, net” on the Company’s condensed consolidated balance sheets. At March 31, 2021 and June 30, 2020, “Accounts receivable, net” included, $36.9 million and $40.7 million, respectively, in receivables from contracts with customers. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies For a detailed discussion about the Company’s commitments and contingencies, see Note 22, “ Commitments and Contingencies ” in the Notes to Consolidated Financial Statements in the 2020 Form 10-K. During the nine months ended March 31, 2021, other than the following, or as otherwise disclosed in these footnotes in the current Form 10-Q, there were no material changes in the Company’s commitments and contingencies. Purchase Commitments As of March 31, 2021, the Company had committed to purchase green coffee inventory totaling $38.3 million under fixed-price contracts, $7.9 million in other inventory under non-cancelable purchase orders and $4.4 million in other purchases under non-cancelable purchase orders. Legal Proceedings Council for Education and Research on Toxics (“CERT”) v. Brad Berry Company Ltd., et al., Superior Court of the State of California, County of Los Angeles On August 31, 2012, CERT filed an amendment to a private enforcement action adding a number of companies as defendants, including the Company’s subsidiary, Coffee Bean International, Inc., which sells coffee in California under the State of California's Safe Drinking Water and Toxic Enforcement Act of 1986 (“Prop 65”). The suit alleges that the defendants have failed to issue clear and reasonable warnings in accordance with Prop 65 that the coffee they produce, distribute, and sell contains acrylamide. This lawsuit was filed in Los Angeles Superior Court (the “Court”). CERT alleges that the Company and the other defendants failed to provide warnings for their coffee products of exposure to the chemical acrylamide as required under Prop 65. Plaintiff seeks equitable relief, including providing warnings to consumers of coffee products, as well as civil penalties in the amount of the statutory maximum of $2,500 per day per violation of Prop 65. The Plaintiff asserts that every consumed cup of coffee, absent a compliant warning, is equivalent to a violation under Prop 65. The Company, as part of a joint defense group (“JDG”) organized to defend against the lawsuit, disputes the claims of CERT. Acrylamide is not added to coffee but is present in all coffee in small amounts (parts per billion) as a byproduct of the coffee bean roasting process. 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 asserted multiple affirmative defenses. Trial of the first phase of the case commenced on September 8, 2014, and was limited to three affirmative defenses shared by all defendants. On September 1, 2015, the trial court issued a final ruling adverse to defendants on all Phase 1 defenses. Trial of the second phase of the case commenced in the fall of 2017. On May 7, 2018, the trial court issued a ruling adverse to defendants on the Phase 2 defense, the Company's last remaining defense to liability. On June 22, 2018, the California Office of Environmental Health Hazard Assessment (OEHHA) proposed a new regulation clarifying that cancer warnings are not required for coffee under Proposition 65. The case was set to proceed to a third phase trial on damages, remedies and attorneys' fees on October 15, 2018. However, on October 12, 2018, the California Court of Appeal granted the “defendants” request for a stay of the Phase 3 trial. On June 3, 2019, the Office of Administrative Law (OAL) approved the coffee exemption regulation. The regulation became effective on October 1, 2019. On June 24, 2019, the Court of Appeal lifted the stay of the litigation. A status conference was held on July 11, 2019. The Court granted the JDG’s motion for leave to amend its answers to add the coffee exemption regulation as a defense. Concurrently, the Court denied CERT’s motion to add OEHHA as a party but granted CERT’s motions to complete the administrative record with respect to the exemption and to undertake certain third party discovery. A status conference was held November 12, 2019 to discuss discovery issues and dispositive motions. Plaintiff’s motion to compel OEHHA to add documents to the rulemaking file for the new coffee exemption regulation was denied. CERT continued to pursue third-party discovery with plans to file motions to compel appearances of proposed deponents. These motions, along with CERT’s eight summary judgment motions, were heard at a January 21, 2020 hearing where the Court denied several of CERT’s discovery requests. The JDG’s reply in support of its motion for summary judgment was due to the Court on the March 16, 2020 however, on March 17, 2020, notice was given that the Court was rescheduling the hearings set for March 23, 2020. Due to COVID 19 restrictions, the Court continued the hearing on the nine motions until July 16, 2020. At the hearing, the Court denied three of CERT’s motions for summary adjudication that challenged the OEHHA rulemaking, and rescheduled the balance of the pending motions for August 10, 2020. Subsequent to the hearing on January 21, 2020, Plaintiff made broad discovery requests against each of the defendants in hopes of opening up a third round of discovery. The discovery focuses on “additives to” and “flavorings” in coffee. The JDG has responded to the discovery requests but Plaintiff has filed a motion to compel further answers to discovery and production of documents. At the August 10, 2020 hearing, the Court denied multiple motions by the Plaintiffs for summary adjudication. The hearing on the remaining motions was scheduled for August 25, 2020 and at that hearing, the Court denied CERT’s motion for summary judgment and granted the JDG’s motion for summary judgment, noting that the discovery and claims regarding additives were outside the scope of this case. Notice of Judgment in favor of defendants was entered on October 6, 2020. On November 20, 2020, CERT filed an appeal with the Superior Court of California. On January 29, 2021, CERT filed another appeal with the Superior Court of California. On April 9, 2021, CERT filed it’s opening brief on the first appeal. At this time, the Company is unable to predict the timing of the final ruling. In addition, the Company believes that the likelihood that the Company will ultimately incur a loss in connection with this litigation is less than reasonably possible. The Company is a party to various other pending legal and administrative proceedings. It is management’s opinion that the outcome of such proceedings will not have a material impact on the Company’s financial position, results of operations, or cash flows. |
Sales of Assets (Notes)
Sales of Assets (Notes) | 9 Months Ended |
Mar. 31, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Sales of Assets | Sales of Assets Sale of Branch Property During the nine months ended March 31, 2021, the Company completed the sale of the following branch properties: (In thousands) Name of Branch Property Date Sold Sales Price Net Proceeds Gain (loss) Long-Term Leaseback Lease Term Monthly Base Rent Austin, Texas 11/18/2020 $ 1,360 $ 1,239 $ 1,045 No N/A N/A Bishop, California 12/4/2020 $ 220 $ 204 $ 204 No N/A N/A Assets Held for Sale As of March 31, 2021, certain branch properties met the accounting guidance criteria to be classified as held for sale. As such, the Company evaluated the assets to determine whether the carrying value exceeded the fair value less any costs to sell. No loss was recorded as of March 31, 2021 and the aggregate assets held for sale are presented as a separate line items in the condensed consolidated condensed balance sheet. The branch properties did not meet the accounting guidance criteria to be classified as discontinued operations. The following table presents net book value related to the major classes of assets that were classified as held for sale: (In thousands) March 31, 2021 Building and facilities $ 1,632 Land 889 Assets held for sale $ 2,521 |
Subsequent Event Subsequent Eve
Subsequent Event Subsequent Event | 9 Months Ended |
Mar. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Event | Subsequent Events The Company evaluated all events or transactions that occurred after March 31, 2021 through the date the condensed consolidated financial statements were issued. During this period the Company had the following material subsequent events that require disclosure: On April 26, 2 021, the Company, repaid in full all of the outstanding loans and other amounts payable under the Amended and Restated Credit Agreement dated as of November 6, 2018, using proceeds of loans received pursuant to a refinancing under a new senior secured facility composed of (a) a Credit Agreement, dated as of April 26, 2021 (the “Revolver Credit Facility Agreement”) by and among the Company, Boyd Assets Co., FBC Finance Company, Coffee Bean Holding Co., Inc., Coffee Bean International, Inc. and China Mist Brands, Inc., as borrowers (collectively, the “Borrowers”), Wells Fargo Bank, N.A. (“Wells Fargo”), as administrative agent and lender, and the other lenders party thereto, and various loan documents relating thereto including the Guaranty and Security Agreement, dated as of April 26, 20 21 (the “Revolver Security Agreement”), by and among the Borrowers, as grantors, and Wells Fargo, as administrative agent, and (b) a Credit Agreement, dated as of April 26, 2021 (the “Term Credit Facility Agreement”) by and among the Borrowers, MGG Investment Group LP. (“MGG”), as administrative agent, and the lenders party thereto, and various loan documents relating thereto including the Guaranty and Security Agreement, dated as of April 26, 20 21 (the “Term Security Agreement”), by and among the Borrowers, as grantors, and MGG, as administrative agent. See Note 1 1 for summary description of the key items of the Revolver and Term loan Credit Facility Agreements (collectively, the “ Credit Facilities”) . Please refer to Exhibit 10.1, Exhibit 10.2, Exhibit 10.3 and Exhibit 10.4 in this Quarterly Report on Form 10-Q for the full text of the agreements. In connection with the Credit Facilities agreements, the Company also executed an ISDA agreement to transfer its interest swap to Wells Fargo. See Note 11 for summary description of the key items of the ISDA agreement. Please refer to Exhibit 10.5, Exhibit 10.6 and Exhibit 10.7 in this Quarterly Report on Form 10-Q for the full text of the agreements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Mar. 31, 2021 | |
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 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, 2021 are not necessarily indicative of the results that may be expected for the fiscal year ending June 30, 2021. Events occurring subsequent to March 31, 2021 have been evaluated for potential recognition or disclosure in the unaudited condensed consolidated financial statements for the three and nine months ended March 31, 2021. 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, 2020, filed with the Securities and Exchange Commission (the “SEC”) on September 11, 2020 (the “2020 Form 10-K”). For a detailed discussion about the Company’s significant accounting policies, see Note 2, “ Summary of Significant Accounting Policies, ” in the Notes to Consolidated Financial Statements in the 2020 Form 10-K. During the three and nine months ended March 31, 2021, other than as set forth below and the adoption of Financial Accounting Standards Board Accounting (“FASB”) Standards Update (“ASU”) ASU No. 2016-13, “Measurement of Credit Losses on Financial Instruments” (“ASU 2016-13”) and ASU 2018-15, “Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service” (“ASU 2018-15”), there were no significant updates made to the Company’s significant accounting policies. |
Use of Estimates | 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”), China Mist Brands, Inc., a Delaware corporation, Boyd Assets Co., a Delaware corporation, and Coffee Bean International LLC, a Delaware limited liability company. 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. |
Concentration of Credit Risk | Concentration of Credit Risk At March 31, 2021 and June 30, 2020, the financial instruments which potentially expose the Company to concentration of credit risk consist of cash in financial institutions (in excess of federally insured limits), derivative instruments and trade receivables. The Company does not have any credit-risk related contingent features that would require it to post additional collateral in support of its net derivative asset positions. At March 31, 2021 and June 30, 2020, none of the cash in the Company’s coffee-related derivative margin accounts was restricted. Further changes in commodity prices and the number of coffee-related derivative instruments held, could have a significant impact on cash deposit requirements under certain of the Company's broker and counterparty agreements. Approxim ately 27% and 39% of the Company’s trade accounts receivable balance was with five customers at March 31, 2021 and June 30, 2020, respectively. The Company estimates its maximum credit risk for accounts receivable at the amount recorded on the balance sheet. The trade accounts receivables are generally short-term and all estimated credit losses have been appropriately considered in establishing the allowance for doubtful accounts. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company considers the applicability and impact of all ASUs issued. ASUs not listed below were assessed and either determined to be not applicable or expected to have minimal impact on its condensed consolidated financial statements. The following table provides a brief description of the applicable recent ASUs issued by the FASB: Standard Description Effective Date Effect on the Financial Statements or Other Significant Matters In March 2020, the FASB issued ASU No. 2020-04, “Facilitation of the Effect of Reference Rate Reform on Financial Reporting” (“ASU 2020-04”) The London Interbank Offered Rate (LIBOR) is set to expire at the end of 2021. Contracts affected by the rate change would be required to be modified. Under current U.S. GAAP, those modifications would have to be evaluated to determine whether they result in new contracts or continuation of the existing contracts. ASU 2020-04 provides temporary optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships, and other transactions affected by the transition from LIBOR to alternative reference rate. Issuance date of March 12, 2020 through December 31, 2022. The Company is currently evaluating the impact ASU 2020-04 will have on its consolidated financial statements. In December 2019, the FASB issued ASU 2019-12, "Simplifying the Accounting for Income Taxes" ("ASU 2019-12"). ASU 2019-12 guidance simplifies the accounting for income taxes by removing the exception to the incremental approach for intraperiod tax allocation when there is a loss from continuing operations and income or a gain from other items (for example, discontinued operations or other comprehensive income). With the removal of this exception, entities will determine the tax effect of pre-tax income or loss from continuing operations without consideration of the tax effects of other items that are not included in continuing operations. Annual periods beginning after December 15, 2020, and interim periods within those fiscal years. Early adoption is permitted, including adoption in any interim period. The Company is currently evaluating the impact ASU 2019-12 will have on its consolidated financial statements. In August 2018, the FASB issued ASU No. 2018-15, “Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract” (“ASU 2018-15”). ASU 2018-15 aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. Annual periods beginning after December 15, 2019, and interim periods within those fiscal years. Early adoption is permitted, including adoption in any interim period. The Company adopted the new guidance effective July 1, 2020 on a prospective basis which did not require the Company to adjust comparative periods. Adoption of ASU 2018-15 did not have a material impact on the results of operations, financial position or cash flows of the Company. In August 2018, the FASB issued ASU No. 2018-14, “Compensation—Retirement Benefits—Defined Benefit Plans—General (Subtopic 715-20): Disclosure Framework—Changes to the Disclosure Requirements for Defined Benefit Plans” (“ASU 2018-14”). ASU 2018-14 modifies the disclosure requirements for employers that sponsor defined benefit pension or other postretirement plans by removing disclosures that no longer are considered cost beneficial, clarifying the specific requirements of disclosures and adding disclosure requirements identified as relevant. Annual periods beginning after December 15, 2020. Early adoption is permitted. Effective for the Company beginning July 1, 2021. The Company is currently evaluating the impact ASU 2018-14 will have on its consolidated financial statements. In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. Since that date, the FASB has issued additional ASUs clarifying certain aspects of ASU 2016-13. The objective of the guidance in ASU 2016-13 is to allow entities to recognize estimated credit losses in the period that the change in valuation occurs. The amendments in ASU 2016-13 requires an entity to present financial assets measured on an amortized cost basis on the balance sheet net of an allowance for credit losses. The model requires an estimate of the credit losses expected over the life of an exposure or pool of exposures. The income statement will reflect the measurement of credit losses for newly recognized financial assets, as well as the expected increases or decreases of expected credit losses that have taken place during the period. Annual reporting periods beginning after December 15, 2019 and interim periods within those reporting periods. The Company adopted the new guidance effective July 1, 2020 on a modified retrospective basis. Adoption of ASU 2016-13 did not have a material impact on the results of operations, financial position or cash flows of the Company. |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Mar. 31, 2021 | |
Leases [Abstract] | |
Assets And Liabilities, Lessee | Supplemental unaudited consolidated balance sheet information related to leases is as follows: Classification March 31, 2021 June 30, 2020 (In thousands) Operating lease assets Right-of-use operating lease assets $ 25,800 21,117 Finance lease assets Property, plant and equipment, net 779 9 Total lease assets $ 26,579 $ 21,126 Operating lease liabilities - current Operating lease liabilities - current 6,036 5,854 Finance lease liabilities - current Other current liabilities 193 — Operating lease liabilities - noncurrent Operating lease liabilities - noncurrent 19,770 15,628 Finance lease liabilities Other long-term liabilities 593 9 Total lease liabilities $ 26,592 $ 21,491 Lease term and discount rate: March 31, 2021 June 30, 2020 Weighted-average remaining lease terms (in years): Operating lease 7.5 8.3 Finance lease 4.7 0.2 Weighted-average discount rate: Operating lease 5.01 % 4.50 % Finance lease 5.01 % 4.50 % |
Lease, Cost | The components of lease expense are as follows: Three Months Ended March 31, Nine Months Ended March 31, Classification 2021 2020 2021 2020 (In thousands) Operating lease expense General and administrative expenses and cost of goods sold $ 1,838 $ 1,497 $ 5,415 $ 3,858 Finance lease expense: Amortization of finance lease assets General and administrative expenses 54 13 63 39 Interest on finance lease liabilities Interest expense 13 — 13 1 Total lease expense $ 1,905 $ 1,510 $ 5,491 $ 3,898 Nine Months Ended March 31, (In thousands) 2021 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 5,807 $ 3,585 Operating cash flows from finance leases $ 13 $ 1 Financing cash flows from finance leases $ 44 $ 38 Leased assets obtained in exchange for new finance lease liabilities $ — $ — Leased assets obtained in exchange for new operating lease liabilities $ — $ — |
Lessee, Operating Lease, Liability, Maturity | March 31, 2021 (In thousands) Operating Leases Finance Leases Maturities of lease liabilities are as follows: 2021 $ 1,546 $ 48 2022 5,899 193 2023 5,476 193 2024 5,184 193 2025 4,019 193 Thereafter 7,877 96 Total lease payments 30,001 916 Less: interest (4,195) (130) Total lease obligations $ 25,806 $ 786 |
Derivative Instruments (Tables)
Derivative Instruments (Tables) | 9 Months Ended |
Mar. 31, 2021 | |
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, 2021 and June 30, 2020: (In thousands) March 31, 2021 June 30, 2020 Derivative instruments designated as cash flow hedges: Long coffee pounds 20,681 36,413 Derivative instruments not designated as cash flow hedges: Long coffee pounds 8,112 8,348 Total 28,793 44,761 |
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 Derivative Instruments Not Designated as Accounting Hedges March 31, 2021 June 30, 2020 March 31, 2021 June 30, 2020 (In thousands) Financial Statement Location: Short-term derivative assets: Coffee-related derivative instruments(1) $ 1,014 $ 35 $ 48 $ 130 Long-term derivative assets: Coffee-related derivative instruments (2) $ — $ 10 $ — $ — Short-term derivative liabilities: Coffee-related derivative instruments $ 382 $ 3,322 $ 277 $ 706 Interest rate swap derivative instruments $ — $ 1,228 $ 1,331 $ — Long-term derivative liabilities: Coffee-related derivative instruments (3) $ 27 $ 246 $ — $ — Interest rate swap derivative instruments (3) $ — $ 2,613 $ 1,680 $ — ________________ (1) Included in “Short-term derivative assets” on the Company’s condensed consolidated balance sheets. (2) Included in “Long-term derivative assets” on the Company's condensed consolidated balance sheets. (3) Included in “Other long-term liabilities” on the Company's condensed consolidated balance sheets. |
Schedule of Pretax Effect of Derivative Instruments on Earnings and OCI | The following table presents pretax net gains and losses for the Company's derivative instruments designated as cash flow hedges, as recognized in “AOCI,” “Cost of goods sold” and “Other, net”. Three Months Ended March 31, Nine Months Ended March 31, Financial Statement Classification (In thousands) 2021 2020 2021 2020 Net losses recognized in AOCI - Interest rate swap $ — $ (2,542) $ (304) $ (2,590) AOCI Net (losses) recognized from AOCI to earnings - Interest rate swap $ 9 $ (83) $ (354) $ (115) Interest Expense Net losses reclassified from AOCI to earnings for de-designated Interest rate swap (1) $ (320) $ — $ (960) $ — Interest Expense Net losses reclassified from AOCI to earnings for partial unwind of interest swap - Interest rate swap(2) $ — $ — $ — $ (407) Interest Expense Net gains (losses) recognized in AOCI - Coffee-related $ (1,315) $ (5,681) $ 6,051 $ 1,750 AOCI Net gains (losses) recognized in earnings - Coffee - related $ 983 $ (1,976) $ 1,587 $ (8,898) Cost of |
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) 2021 2020 2021 2020 Net (losses) gains on coffee-related derivative instruments(1) $ (832) $ (308) $ 1,002 $ (932) Non-operating pension and other postretirement benefit (2) 455 1,248 15,943 3,744 Other gains (losses), net 21 136 338 129 Other, net $ (356) $ 1,076 $ 17,283 $ 2,941 ___________ (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, 2021 and 2020. |
Schedule of Offsetting Assets | The following table presents the Company’s net exposure from its offsetting derivative asset and liability positions, as well as cash collateral on deposit with its counterparties as of the reporting dates indicated: (In thousands) Gross Amount Reported on Balance Sheet Netting Adjustments Cash Collateral Posted Net Exposure March 31, 2021 Derivative Assets $ 1,062 $ (650) $ — $ 412 Derivative Liabilities $ 3,697 $ (650) $ — $ 3,047 June 30, 2020 Derivative Assets $ 175 $ (175) $ — $ — Derivative Liabilities $ 8,115 $ (176) $ — $ 7,939 |
Schedule of Offsetting Liabilities | The following table presents the Company’s net exposure from its offsetting derivative asset and liability positions, as well as cash collateral on deposit with its counterparties as of the reporting dates indicated: (In thousands) Gross Amount Reported on Balance Sheet Netting Adjustments Cash Collateral Posted Net Exposure March 31, 2021 Derivative Assets $ 1,062 $ (650) $ — $ 412 Derivative Liabilities $ 3,697 $ (650) $ — $ 3,047 June 30, 2020 Derivative Assets $ 175 $ (175) $ — $ — Derivative Liabilities $ 8,115 $ (176) $ — $ 7,939 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Assets and Liabilities Measured and Recorded at Fair Value on a Recurring Basis | Assets and liabilities measured and recorded at fair value on a recurring basis were as follows: (In thousands) Total Level 1 Level 2 Level 3 March 31, 2021 Derivative instruments designated as cash flow hedges: Coffee-related derivative assets (1) $ 1,014 $ — $ 1,014 $ — Coffee-related derivative liabilities (1) $ 409 $ — $ 409 $ — Derivative instruments not designated as accounting hedges: Coffee-related derivative assets(1) $ 48 $ — $ 48 $ — Coffee-related derivative liabilities(1) $ 277 $ — $ 277 $ — Interest rate swap derivative liabilities (2) $ 3,011 — $ 3,011 — (In thousands) Total Level 1 Level 2 Level 3 June 30, 2020 Derivative instruments designated as cash flow hedges: Coffee-related derivative assets (1) $ 45 $ — $ 45 $ — Coffee-related derivative liabilities (1) $ 3,568 $ — $ 3,568 $ — Interest rate swap derivative liabilities (2) $ 3,841 $ — $ 3,841 $ — Derivative instruments not designated as accounting hedges: Coffee-related derivative assets (1) $ 130 $ — $ 130 $ — Coffee-related derivative liabilities (1) $ 706 $ — $ 706 $ — ____________________ (1) The Company's coffee-related derivative instruments are traded over-the-counter and, therefore, classified as Level 2. (2) The Company's interest rate swap derivative instrument are model-derived valuations with directly or indirectly observable significant inputs such as interest rate and, therefore, classified as Level 2. |
Accounts Receivable, net (Table
Accounts Receivable, net (Tables) | 9 Months Ended |
Mar. 31, 2021 | |
Receivables [Abstract] | |
Schedule of Accounts, Notes, Loans and Financing Receivable | (In thousands) March 31, 2021 June 30, 2020 Trade receivables $ 36,878 $ 40,695 Other receivables(1) 1,254 1,983 Allowance for doubtful accounts (1,032) (1,796) Accounts receivable, net $ 37,100 $ 40,882 __________ |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Mar. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory, Current | (In thousands) March 31, 2021 June 30, 2020 Coffee Processed $ 21,011 $ 17,840 Unprocessed 35,691 32,913 Total $ 56,702 $ 50,753 Tea and culinary products Processed $ 12,437 $ 10,627 Unprocessed 65 45 Total $ 12,502 $ 10,672 Coffee brewing equipment parts $ 5,947 $ 5,983 Total inventories $ 75,151 $ 67,408 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 9 Months Ended |
Mar. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | (In thousands) March 31, 2021 June 30, 2020 Buildings and facilities $ 94,970 $ 98,293 Machinery, vehicles and equipment 228,466 240,431 Capitalized software 23,987 29,765 Office furniture and equipment 13,833 14,042 $ 361,256 $ 382,531 Accumulated depreciation (218,744) (229,829) Land 11,955 12,931 Property, plant and equipment, net $ 154,467 $ 165,633 During the second quarter ended December 31, 2020, the Company completed the implementation of a new route handheld equipment, and wrote-off $0.9 million of the remaining net book value of the previous route handheld equipment and $0.3 million of other assets. Also, during the third quarter ended March 31, 2021, the Company classified four branch properties with net book value of $2.5 million as “Asset Held for Sale”. See Note 21 for details. Coffee Brewing Equipment (“CBE”) and Service Capitalized CBE included in machinery and equipment above are: (In thousands) March 31, 2021 June 30, 2020 Coffee Brewing Equipment $ 98,214 $ 98,734 Accumulated depreciation (70,672) $ (67,800) Coffee Brewing Equipment, net $ 27,542 $ 30,934 Depreciation expense related to capitalized CBE and other CBE related expenses (excluding CBE depreciation) provided to customers and reported in cost of goods sold were as follows: Three Months Ended March 31, Nine Months Ended March 31, (In thousands) 2021 2020 2021 2020 Depreciation expense $ 2,263 $ 2,359 $ 6,957 $ 7,239 Other CBE expenses $ 5,499 $ 7,821 $ 17,035 $ 23,778 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 9 Months Ended |
Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets and Goodwill | The following is a summary of the Company’s amortized and unamortized intangible assets other than goodwill: March 31, 2021 June 30, 2020 (In thousands) Weighted Gross Carrying Accumulated Net Gross Carrying Accumulated Impairment Net Amortized intangible assets: Customer relationships 6.0 $ 33,003 $ (19,142) $ 13,861 $ 33,003 $ (17,492) $ — $ 15,511 Non-compete agreements 0.7 220 (192) 28 220 (161) — 59 Recipes 2.6 930 (586) 344 930 (487) — 443 Trade name/brand name 2.7 510 (411) 99 510 (383) — 127 Total amortized intangible assets $ 34,663 $ (20,331) $ 14,332 $ 34,663 $ (18,523) $ — $ 16,140 Unamortized intangible assets: Trademarks, trade names and brand name with indefinite lives $ 4,522 $ — $ 4,522 $ 10,328 $ — $ (5,806) $ 4,522 Total unamortized intangible assets $ 4,522 $ — $ 4,522 $ 10,328 $ — $ (5,806) $ 4,522 Total intangible assets $ 39,185 $ (20,331) $ 18,854 $ 44,991 $ (18,523) $ (5,806) $ 20,662 |
Employee Benefit Plans (Tables)
Employee Benefit Plans (Tables) | 9 Months Ended |
Mar. 31, 2021 | |
Retirement Benefits [Abstract] | |
Schedule of Net Periodic Benefit Costs | The net periodic benefit cost for the defined benefit pension plans is as follows: Three Months Ended March 31, Nine Months Ended March 31, 2021 2020 2021 2020 (In thousands) Service cost $ — $ — $ — $ — Interest cost 859 1,059 2,578 3,177 Expected return on plan assets (1,038) (1,102) (3,113) (3,305) Amortization of net loss(1) 502 370 1,507 1,109 Net periodic benefit cost $ 323 $ 327 $ 972 $ 981 ___________ (1) These amounts represent the estimated portion of the net loss in AOCI that is expected to be recognized as a component of net periodic benefit cost over the current fiscal year. Contributions made by the Company to the multiemployer pension plans were as follows: Three Months Ended March 31, Nine Months Ended March 31, 2021 2020 2021 2020 (In thousands) Contributions $ 272 $ 240 $ 809 $ 1,120 Outstanding balance of settlement obligations of the Company to certain multiemployer pension plans are as follows: (In thousands) March 31, 2021 June 30, 2020 Local 807 Pension Fund $ 182 $ 182 The following table shows the components of net periodic postretirement benefit cost (credit) for the Retiree Medical Plan and Death Benefit for the three and nine months ended March 31, 2021 and 2020. Net periodic postretirement benefit cost was based on employee census information and asset information as of June 30, 2020. Three Months Ended March 31, Nine Months Ended March 31, 2021 2020 2021 2020 (In thousands) Components of Net Periodic Postretirement Benefit Cost (Credit): Service cost $ 5 $ 147 $ 14 $ 441 Interest cost 73 214 220 641 Amortization of net gain 80 (125) (5,376) (374) Curtailment credit - Retiree Medical — (5,750) — (5,750) Amortization of prior service credit — (395) (8,961) (1,186) Net periodic postretirement benefit credit $ 158 $ (5,909) $ (14,103) $ (6,228) |
Defined Benefit Plan, Assumptions | Weighted-Average Assumptions Used to Determine Net Periodic Benefit Cost March 31, 2021 June 30, 2020 Discount rate 2.55% 3.45% Expected long-term return on plan assets 6.25% 6.75% Weighted-Average Assumptions Used to Determine Net Periodic Postretirement Benefit Cost Fiscal 2021 2020 Retiree Medical Plan discount rate 0.06% 3.62% Death Benefit discount rate 2.87% 3.64% |
Debt Obligations (Tables)
Debt Obligations (Tables) | 9 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | The following table summarizes the Company’s debt obligations: March 31, 2021 June 30, 2020 (In thousands) Debt Origination Date Maturity Original Borrowing Amount Carrying Value Weighted Average Interest Rate Carrying Value Weighted Average Interest Rate Credit Facility various 11/6/2023 N/A $ 88,000 6.41 % $ 122,000 4.91 % |
Employee Stock Ownership Plan (
Employee Stock Ownership Plan (Tables) | 9 Months Ended |
Mar. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Share-based Compensation, Employee Stock Purchase Plan, Activity | Shares are held by the plan trustee for allocation among participants using a compensation-based formula. Subject to vesting requirements, allocated shares are owned by participants and shares are held by the plan trustee until the participant retires. March 31, 2021 June 30, 2020 Allocated shares 1,100,058 1,170,015 Committed to be released shares — — Unallocated shares — — Total ESOP shares 1,100,058 1,170,015 (In thousands) Fair value of ESOP shares $ 11,485 $ 8,588 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 9 Months Ended |
Mar. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | Following are the assumptions used in the Black-Scholes valuation model for NQOs granted during the nine months ended March 31, 2021: Nine Months Ended March 31, 2021 Weighted average fair value of NQOs $ 4.60 Risk-free interest rate 0.29 % Dividend yield — % Average expected term 4.6 years Expected stock price volatility 35.4 % |
Schedule of Share-based Compensation, Stock Options, Activity | The following table summarizes NQO activity for nine months ended March 31, 2021: Outstanding NQOs: Number Weighted Weighted Aggregate Outstanding at June 30, 2020 528,958 13.92 6.21 55 Granted 29,761 6.72 — — Exercised — — — — Forfeited (11,358) 16.62 — — Expired (7,938) 28.51 — — Outstanding at March 31, 2021 539,423 13.25 5.55 440 Exercisable at March 31, 2021 153,230 16.13 5.24 — The following table summarizes PNQ activity for the nine months ended March 31, 2021: Outstanding PNQs: Number Weighted Weighted Aggregate Outstanding at June 30, 2020 13,630 28.60 2.36 — Granted — — — — Exercised — — — — Forfeited — — — — Expired (1,880) 21.33 — — Outstanding at March 31, 2021 11,750 29.76 2.16 — Exercisable at March 31, 2021 6,942 28.40 1.89 — |
Schedule of Share-based Compensation, Nonvested Restricted Stock Shares Activity | The following table summarizes restricted stock activity for the nine months ended March 31, 2021: Outstanding and Nonvested Restricted Stock Awards: Shares Weighted Outstanding and nonvested at June 30, 2020 218,604 13.00 Granted 709,473 5.05 Vested/Released (81,254) 13.56 Cancelled/Forfeited (37,505) 3.81 Outstanding and nonvested at March 31, 2021 809,318 5.31 The following table summarizes CSRSU activity for the nine months ended March 31, 2021: Outstanding and Nonvested CSRSUs: CSRSUs Weighted Outstanding and nonvested at June 30, 2020 — — Granted 232,002 4.31 Vested/Released — — Cancelled/Forfeited (15,660) 4.31 Outstanding and nonvested at March 31, 2021 216,342 4.31 |
Schedule of Nonvested Performance-Based Restricted Stock Units Activity | The following table summarizes PBRSU activity for the nine months ended March 31, 2021: Outstanding and Nonvested PBRSUs: PBRSUs Weighted Outstanding and nonvested at June 30, 2020 81,337 15.78 Granted(1) 306,095 4.10 Vested/Released (805) 31.70 Cancelled/Forfeited (4,232) 18.50 Outstanding and nonvested at March 31, 2021 382,395 6.30 _____________ (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. |
Other Current Liabilities (Tabl
Other Current Liabilities (Tables) | 9 Months Ended |
Mar. 31, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of Other Current Liabilities | Other current liabilities consist of the following: (In thousands) March 31, 2021 June 30, 2020 Accrued postretirement benefits $ 500 $ 744 Accrued workers’ compensation liabilities 1,413 1,466 Cumulative preferred dividends, undeclared and unpaid (1) 1,906 1,477 Finance lease liabilities 193 — Other (2) 2,372 3,115 Other current liabilities $ 6,384 $ 6,802 _________ (1) Represents the cumulative preferred dividends, undeclared and unpaid. Previously accrued long-term portion has been reclassified to current liabilities. (2) Includes accrued property taxes, sales and use taxes and insurance liabilities. |
Other Long-Term Liabilities (Ta
Other Long-Term Liabilities (Tables) | 9 Months Ended |
Mar. 31, 2021 | |
Other Liabilities Disclosure [Abstract] | |
Other Long-Term Liabilities | Other long-term liabilities include the following: (In thousands) March 31, 2021 June 30, 2020 Derivative liabilities—noncurrent $ 1,707 $ 2,859 Deferred compensation(1) 1,629 1,170 Deferred income taxes and other liabilities(2) 1,423 1,494 Finance lease liabilities 593 9 Other long-term liabilities $ 5,352 $ 5,532 ___________ (1) Includes payroll taxes and performance cash awards liabilities. (2) Includes deferred tax liabilities that have an indefinite reversal pattern. |
Income Taxes (Tables)
Income Taxes (Tables) | 9 Months Ended |
Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Tax | The income tax expense (benefit) and the related effective tax rates are as follows (in thousands, except effective tax rate): Three Months Ended March 31, Nine Months Ended March 31, 2021 2020 2021 2020 Income tax (benefit) expense $ (60) $ (1,034) $ 13,785 $ (1,222) Effective tax rate (0.4) % 2.5 % (57.7) % 4.3 % |
Net Income (loss) Per Common _2
Net Income (loss) Per Common Share (Tables) | 9 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings (Loss) Per Common Share, Basic and Diluted | The following table presents the computation of basic and diluted earnings (loss) per common share: Three Months Ended March 31, Nine Months Ended March 31, (In thousands, except share and per share amounts) 2021 2020 2021 2020 Undistributed net (loss) income available to common stockholders $ (13,234) $ (39,790) $ (36,601) $ (27,692) Undistributed net (loss) income available to nonvested restricted stockholders and holders of convertible preferred stock (594) (126) (1,507) (91) Net (loss) earnings available to common stockholders—basic $ (13,828) $ (39,916) $ (38,108) $ (27,783) Weighted average common shares outstanding—basic 17,756,619 17,230,879 17,569,026 17,161,477 Effect of dilutive securities: Shares issuable under stock options — — — — Shares issuable under PBRSUs — — — — Shares issuable under convertible preferred stock — — — — Weighted average common shares outstanding—diluted 17,756,619 17,230,879 17,569,026 17,161,477 Net loss available to common stockholders per common share—basic $ (0.78) $ (2.32) $ (2.17) $ (1.62) Net loss available to common stockholders per common share—diluted $ (0.78) $ (2.32) $ (2.17) $ (1.62) The following table summarizes anti-dilutive securities excluded from the computation of diluted net income (loss) per common share for the periods indicated: Three Months Ended March 31, Nine Months Ended March 31, 2021 2020 2021 2020 Shares issuable under stock options 421,167 485,513 421,167 327,192 Shares issuable under convertible preferred stock 433,373 418,531 433,373 418,531 Shares issuable under PBRSUs 185,236 98,946 104,271 75,926 |
Preferred Stock (Tables)
Preferred Stock (Tables) | 9 Months Ended |
Mar. 31, 2021 | |
Preferred Stock [Abstract] | |
Schedule of Auction Market Preferred Securities by Stock Series | At March 31, 2021, Series A Preferred Stock consisted of the following: (In thousands, except share and per share amounts) Shares Authorized Shares Issued and Outstanding Stated Value per Share Carrying Value Cumulative Preferred Dividends, Undeclared and Unpaid Liquidation Preference 21,000 14,700 $ 1,130 $ 16,607 $ 1,907 $ 16,607 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 9 Months Ended |
Mar. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | The Company disaggregates net sales from contracts with customers based on the characteristics of the products sold: Three Months Ended March 31, Nine Months Ended March 31, 2021 2020 2021 2020 (In thousands) $ % of total $ % of total $ % of total $ % of total Net Sales by Product Category: Coffee (Roasted) $ 60,771 65.2 % $ 84,300 65.3 % $ 196,353 66.6 % $ 267,847 63.7 % Coffee (Frozen Liquid) 3,890 4.2 % 7,044 5.5 % 10,510 3.6 % 23,528 5.6 % Tea (Iced & Hot) 4,726 5.1 % 6,701 5.2 % 11,251 3.8 % 21,969 5.2 % Culinary 10,551 11.3 % 12,954 9.9 % 32,471 11.0 % 42,315 10.1 % Spice 4,414 4.7 % 5,262 4.1 % 13,424 4.6 % 17,594 4.2 % Other beverages(1) 8,530 9.2 % 12,290 9.5 % 30,028 10.1 % 42,322 10.1 % Other revenues(2) — — % — — % — — % 2,701 0.6 % Net sales by product category 92,882 99.7 % 128,551 99.5 % 294,037 99.7 % 418,276 99.5 % Fuel surcharge 270 0.3 % 588 0.5 % 956 0.3 % 1,961 0.5 % Net sales $ 93,152 100.0 % $ 129,139 100.0 % $ 294,993 100.0 % $ 420,237 100.0 % ____________ (1) Includes all beverages other than roasted coffee, frozen liquid coffee, and iced and hot tea, including cappuccino, cocoa, granitas, and concentrated and ready-to drink cold brew and iced coffee. (2) Represents revenues for certain transition services related to the sale of the Company’s office coffee assets. |
Sales of Assets (Tables)
Sales of Assets (Tables) | 9 Months Ended |
Mar. 31, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Assets held-for-sale | During the nine months ended March 31, 2021, the Company completed the sale of the following branch properties: (In thousands) Name of Branch Property Date Sold Sales Price Net Proceeds Gain (loss) Long-Term Leaseback Lease Term Monthly Base Rent Austin, Texas 11/18/2020 $ 1,360 $ 1,239 $ 1,045 No N/A N/A Bishop, California 12/4/2020 $ 220 $ 204 $ 204 No N/A N/A |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Narrative (Details) | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | |
Property, Plant and Equipment | |||||
% of total | 100.00% | 100.00% | 100.00% | 100.00% | |
Accounts Receivable | Five Customers | |||||
Property, Plant and Equipment | |||||
% of total | 39.00% | 27.00% |
Leases - Narrative (Details)
Leases - Narrative (Details) | Mar. 31, 2021 |
Lessee, Lease, Description [Line Items] | |
Lessee, Operating Lease, Term of Contract | 10 years |
Lessee, Operating Lease, Renewal Term | 10 years |
Western U.S. Distribution Center | |
Lessee, Lease, Description [Line Items] | |
Lessee, Operating Lease, Term of Contract | 89 months |
Lessee, Operating Lease, Renewal Term | 5 years |
Leases - Balance Sheet (Details
Leases - Balance Sheet (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Jun. 30, 2020 |
Leases [Abstract] | ||
Other assets | $ 25,800 | $ 21,117 |
Finance Lease, Right-of-Use Asset | 779 | 9 |
Leases, Right Of Use Assets | 26,579 | 21,126 |
Operating Lease, Liability, Current | 6,036 | 5,854 |
Finance lease liabilities - current | 193 | 0 |
Operating lease liabilities - noncurrent | 19,770 | 15,628 |
Finance Lease, Liability, Noncurrent | 593 | 9 |
Leases, Liabilities | $ 26,592 | $ 21,491 |
Leases - Lease Expense (Details
Leases - Lease Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | |
Leases [Abstract] | ||||
Operating Lease, Cost | $ 1,838 | $ 1,497 | $ 5,415 | $ 3,858 |
Finance Lease, Right-of-Use Asset, Amortization | 54 | 13 | 63 | 39 |
Finance Lease, Interest Expense | 13 | 0 | 13 | 1 |
Lease, Cost | $ 1,905 | $ 1,510 | $ 5,491 | $ 3,898 |
Leases - Lease Obligations (Det
Leases - Lease Obligations (Details) $ in Thousands | Mar. 31, 2021USD ($) |
Operating Leases | |
Lessee, Operating Lease, Liability, Payments, Remainder of Fiscal Year | $ 1,546 |
Lessee, Operating Lease, Liability, Payments, Due Year Two | 5,899 |
Lessee, Operating Lease, Liability, Payments, Due Year Three | 5,476 |
Lessee, Operating Lease, Liability, Payments, Due Year Four | 5,184 |
Lessee, Operating Lease, Liability, Payments, Due Year Five | 4,019 |
Lessee, Operating Lease, Liability, Payments, Due after Year Five | 7,877 |
Lessee, Operating Lease, Liability, Payments, Due | 30,001 |
Lessee, Operating Lease, Liability, Undiscounted Excess Amount | (4,195) |
Operating lease liability | 25,806 |
Finance Leases | |
Finance Lease, Liability, Payments, Remainder of Fiscal Year | 48 |
Finance Lease, Liability, Payments, Due Year Two | 193 |
Finance Lease, Liability, Payments, Due Year Three | 193 |
Finance Lease, Liability, Payments, Due Year Four | 193 |
Finance Lease, Liability, Payments, Due Year Five | 193 |
Finance Lease, Liability, Payments, Due after Year Five | 96 |
Finance Lease, Liability, Payment, Due | 916 |
Finance Lease, Liability, Undiscounted Excess Amount | (130) |
Finance Lease, Liability | $ 786 |
Leases - Weighted Average Infor
Leases - Weighted Average Information (Details) | Mar. 31, 2021 | Jun. 30, 2020 |
Leases [Abstract] | ||
Operating Lease, Weighted Average Remaining Lease Term | 7 years 6 months | 8 years 3 months 18 days |
Finance Lease, Weighted Average Remaining Lease Term | 4 years 8 months 12 days | 2 months 12 days |
Operating Lease, Weighted Average Discount Rate, Percent | 5.01% | 4.50% |
Finance Lease, Weighted Average Discount Rate, Percent | 5.01% | 4.50% |
Leases - Cash Flow Information
Leases - Cash Flow Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Mar. 31, 2020 | Mar. 31, 2021 | |
Leases [Abstract] | ||
Operating Lease, Payments | $ 3,585 | $ 5,807 |
Finance Lease, Interest Payment on Liability | 1 | 13 |
Finance Lease, Principal Payments | 38 | 44 |
Right-of-Use Asset Obtained in Exchange for Finance Lease Liability | 0 | 0 |
Right-of-Use Asset Obtained in Exchange for Operating Lease Liability | $ 0 | $ 0 |
Derivative Instruments - Schedu
Derivative Instruments - Schedule of Notional Volumes of Derivative Instruments (Details) - lb lb in Thousands | Mar. 31, 2021 | Jun. 30, 2020 |
Derivative [Line Items] | ||
Derivative, Nonmonetary Notional Amount | 28,793 | 44,761 |
Cash Flow Hedging | Designated as Hedging Instrument | ||
Derivative [Line Items] | ||
Derivative, Nonmonetary Notional Amount | 20,681 | 36,413 |
Cash Flow Hedging | Not Designated as Hedging Instrument | Long | ||
Derivative [Line Items] | ||
Derivative, Nonmonetary Notional Amount | 8,112 | 8,348 |
Derivative Instruments - Fair V
Derivative Instruments - Fair Value of Derivative Instruments on the Consolidated Balance Sheets (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Jun. 30, 2020 |
Designated as Cash Flow Hedges | Short-term Investments | Cash Flow Hedging | ||
Derivatives, Fair Value [Line Items] | ||
Derivative asset, fair value | $ 1,014 | $ 35 |
Designated as Cash Flow Hedges | Long-term Derivative Assets | Cash Flow Hedging | ||
Derivatives, Fair Value [Line Items] | ||
Derivative asset, fair value | 0 | 10 |
Designated as Cash Flow Hedges | Short-Term Derivative Liabilities | Cash Flow Hedging | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liability, fair value | 382 | 3,322 |
Designated as Cash Flow Hedges | Long-term derivative liabilities | Cash Flow Hedging | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liability, fair value | 27 | 246 |
Not Designated as Hedging Instrument | Short-term Investments | ||
Derivatives, Fair Value [Line Items] | ||
Derivative asset, fair value | 48 | 130 |
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 | 277 | 706 |
Not Designated as Hedging Instrument | Long-term derivative liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liability, fair value | 0 | 0 |
Interest Rate Swap | Designated as Cash Flow Hedges | Short-Term Derivative Liabilities | Cash Flow Hedging | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liability, fair value | 0 | 1,228 |
Interest Rate Swap | Designated as Cash Flow Hedges | Long-term derivative liabilities | Cash Flow Hedging | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liability, fair value | 0 | 2,613 |
Interest Rate Swap | Not Designated as Hedging Instrument | Short-Term Derivative Liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liability, fair value | 1,331 | 0 |
Interest Rate Swap | Not Designated as Hedging Instrument | Long-term derivative liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liability, fair value | $ 1,680 | $ 0 |
Derivative Instruments - Pretax
Derivative Instruments - Pretax Effect of Derivative Instruments on Earnings and OCI (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | Mar. 27, 2019 | |
Interest Rate Swap | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), Reclassification, before Tax | $ 0 | $ (2,542) | $ (304) | $ (2,590) | |
Derivative, Notional Amount | 65,000 | 65,000 | $ 80,000 | ||
Coffee - related | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), Reclassification, before Tax | (1,315) | (5,681) | 6,051 | 1,750 | |
Interest Expense | Interest Rate Swap | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), Reclassification, before Tax | 9 | (83) | (354) | (115) | |
Other Comprehensive Income (Loss), Cash Flow Hedge, Reclassification for Discontinuance, before Tax | 320 | 960 | |||
Interest Expense | Interest Rate Swap, Partial Unwind | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Other Comprehensive Income (Loss), Cash Flow Hedge, Reclassification for Discontinuance, before Tax | 0 | 407 | |||
Cost of goods sold | Coffee - related | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), Reclassification, before Tax | $ 983 | $ (1,976) | $ 1,587 | $ (8,898) |
Derivative Instruments - Narrat
Derivative Instruments - Narrative (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2021 | Jun. 30, 2020 | Mar. 27, 2019 | |
Derivative [Line Items] | ||||
Derivative Instruments, Percentage Designated As Cash Flow Hedges | 72.00% | 72.00% | 81.00% | |
Gain (loss) from components excluded from assessment of cash flow hedge effectiveness, net | $ 0 | |||
Cash flow hedge gain (loss) to be reclassified within twelve months | $ 1,500,000 | |||
Cash Flow Hedging | ||||
Derivative [Line Items] | ||||
Derivative, Term of Contract | 21 months | |||
Interest Rate Swap | ||||
Derivative [Line Items] | ||||
Derivative, Notional Amount | $ 65,000,000 | $ 65,000,000 | $ 80,000,000 | |
Derivative, Fixed Interest Rate | 2.1975% | 2.1975% | ||
Derivative Instrument, To Be Amortized | $ 2,900,000 | $ 2,900,000 | ||
Cash flow hedge gain (loss) to be reclassified within twelve months | $ (1,200,000) | |||
Interest Rate Swap | Minimum | ||||
Derivative [Line Items] | ||||
Derivative, Floor Interest Rate | 0.00% | 0.00% |
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, 2021 | Mar. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Other, net | $ (356) | $ 1,076 | $ 17,283 | $ 2,941 |
Coffee | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Net realized and unrealized losses from coffee-related derivatives not designated as accounting hedges | (832) | (308) | 1,002 | (932) |
Net (losses) gains on derivatives and investments | 455 | 1,248 | 15,943 | 3,744 |
Other gains, net | 21 | 136 | 338 | 129 |
Other, net | $ (356) | $ 1,076 | $ 17,283 | $ 2,941 |
Derivative Instruments - Sche_2
Derivative Instruments - Schedule of Offsetting Derivative Asset and Liability Positions (Details) - Counterparty A - USD ($) $ in Thousands | Mar. 31, 2021 | Jun. 30, 2020 |
Derivatives, Fair Value [Line Items] | ||
Derivative asset, fair value | $ 1,062 | $ 175 |
Derivative asset, netting adjustment | (650) | (175) |
Derivative asset, cash collateral posted | 0 | 0 |
Derivative asset, net | 412 | 0 |
Derivative liability, fair value | 3,697 | 8,115 |
Derivative liability, netting adjustment | (650) | (176) |
Derivative liability, cash collateral posted | 0 | 0 |
Derivative liability, net | $ 3,047 | $ 7,939 |
Fair Value Measurements - Asset
Fair Value Measurements - Assets and Liabilities Measured and Recorded at Fair Value on a Recurring Basis (Details) - Estimate of Fair Value Measurement - USD ($) $ in Thousands | Mar. 31, 2021 | Jun. 30, 2020 |
Coffee-related Derivative Instruments | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Coffee-related derivative assets (1) | $ 1,014 | $ 45 |
Interest rate swap derivative liabilities (2) | 409 | 3,568 |
Coffee-related derivative assets (1) | 48 | 130 |
Coffee-related derivative liabilities (1) | 277 | 706 |
Coffee-related Derivative Instruments | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Coffee-related derivative assets (1) | 0 | 0 |
Interest rate swap derivative liabilities (2) | 0 | 0 |
Coffee-related derivative assets (1) | 0 | 0 |
Coffee-related derivative liabilities (1) | 0 | 0 |
Coffee-related Derivative Instruments | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Coffee-related derivative assets (1) | 1,014 | 45 |
Interest rate swap derivative liabilities (2) | 409 | 3,568 |
Coffee-related derivative assets (1) | 48 | 130 |
Coffee-related derivative liabilities (1) | 277 | 706 |
Coffee-related Derivative Instruments | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Coffee-related derivative assets (1) | 0 | 0 |
Interest rate swap derivative liabilities (2) | 0 | 0 |
Coffee-related derivative assets (1) | 0 | 0 |
Coffee-related derivative liabilities (1) | 0 | 0 |
Interest Rate Swap Derivative Liabilities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Interest rate swap derivative liabilities (2) | 3,011 | 3,841 |
Interest Rate Swap Derivative Liabilities | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Interest rate swap derivative liabilities (2) | 0 | 0 |
Interest Rate Swap Derivative Liabilities | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Interest rate swap derivative liabilities (2) | 3,011 | 3,841 |
Interest Rate Swap Derivative Liabilities | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Interest rate swap derivative liabilities (2) | $ 0 | $ 0 |
Accounts Receivable, net - Sche
Accounts Receivable, net - Schedule of Accounts Receivable (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Jun. 30, 2020 |
Receivables [Abstract] | ||
Trade receivables | $ 36,878 | $ 40,695 |
Other Receivables | 1,254 | 1,983 |
Allowance for doubtful accounts | (1,032) | (1,796) |
Accounts receivable, net | $ 37,100 | $ 40,882 |
Accounts Receivable, net - Narr
Accounts Receivable, net - Narrative (Details) $ in Millions | 9 Months Ended |
Mar. 31, 2021USD ($) | |
Receivables [Abstract] | |
Decrease in allowance for doubtful accounts | $ (0.8) |
Inventories - Schedule of Inven
Inventories - Schedule of Inventory (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Jun. 30, 2020 |
Product Information | ||
Total | $ 75,151 | $ 67,408 |
Coffee | ||
Product Information | ||
Processed | 21,011 | 17,840 |
Unprocessed | 35,691 | 32,913 |
Total | 56,702 | 50,753 |
Tea and Culinary Products | ||
Product Information | ||
Processed | 12,437 | 10,627 |
Unprocessed | 65 | 45 |
Total | 12,502 | 10,672 |
Coffee Brewing Equipment | ||
Product Information | ||
Total | $ 5,947 | $ 5,983 |
Property, Plant and Equipment_2
Property, Plant and Equipment (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | Jun. 30, 2020 | |
Property, Plant and Equipment | |||||
Property, plant and equipment gross | $ 361,256 | $ 361,256 | $ 382,531 | ||
Accumulated depreciation | (218,744) | (218,744) | (229,829) | ||
Land | 11,955 | 11,955 | 12,931 | ||
Property, plant and equipment, net | 154,467 | 154,467 | 165,633 | ||
Building and Facilities | |||||
Property, Plant and Equipment | |||||
Property, plant and equipment gross | 94,970 | 94,970 | 98,293 | ||
Machinery and Equipment | |||||
Property, Plant and Equipment | |||||
Property, plant and equipment gross | 228,466 | 228,466 | 240,431 | ||
Capitalized Software Costs | |||||
Property, Plant and Equipment | |||||
Property, plant and equipment gross | 23,987 | 23,987 | 29,765 | ||
Office furniture and equipment | |||||
Property, Plant and Equipment | |||||
Property, plant and equipment gross | 13,833 | 13,833 | 14,042 | ||
Coffee Brewing Equipment | |||||
Property, Plant and Equipment | |||||
Property, plant and equipment gross | 98,214 | 98,214 | 98,734 | ||
Accumulated depreciation | (70,672) | (70,672) | (67,800) | ||
Property, plant and equipment, net | 27,542 | 27,542 | $ 30,934 | ||
Depreciation | 2,263 | $ 2,359 | 6,957 | $ 7,239 | |
Other Expenses | 5,499 | $ 7,821 | $ 17,035 | $ 23,778 | |
Route Handheld Equipment | |||||
Property, Plant and Equipment | |||||
Write-off of equipment | 900 | ||||
Other Assets | |||||
Property, Plant and Equipment | |||||
Write-off of equipment | $ 300 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Narrative (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Goodwill | $ 0 | $ 0 | |
Amortization expense | $ 600,000 | $ 600,000 | $ 1,800,000 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | 6 Months Ended | 9 Months Ended | |
Dec. 31, 2020 | Mar. 31, 2021 | Jun. 30, 2020 | |
Finite-Lived Intangible Assets [Line Items] | |||
Accumulated Amortization | $ (20,331) | $ (18,523) | |
Finite-Lived Intangible Assets, Net | 18,854 | 20,662 | |
Impairment of Intangible Assets, Indefinite-lived (Excluding Goodwill) | $ (5,806) | ||
Total intangible assets | 39,185 | 44,991 | |
Trademarks, trade names and brand name with indefinite lives | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Assets, Net | 4,522 | 4,522 | |
Unamortized intangible assets, Gross Carrying Amount | 4,522 | 10,328 | |
Impairment of Intangible Assets, Indefinite-lived (Excluding Goodwill) | (5,806) | ||
Total unamortized intangible assets | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Assets, Net | 4,522 | 4,522 | |
Unamortized intangible assets, Gross Carrying Amount | $ 4,522 | 10,328 | |
Impairment of Intangible Assets, Indefinite-lived (Excluding Goodwill) | $ (5,806) | ||
Customer relationships | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-lived intangible assets, weighted average useful life | 6 years | ||
Amortized intangible assets, Gross Carrying Amount | $ 33,003 | 33,003 | |
Accumulated Amortization | (19,142) | (17,492) | |
Finite-Lived Intangible Assets, Net | $ 13,861 | 15,511 | |
Non-compete agreements | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-lived intangible assets, weighted average useful life | 8 months 12 days | ||
Amortized intangible assets, Gross Carrying Amount | $ 220 | 220 | |
Accumulated Amortization | (192) | (161) | |
Finite-Lived Intangible Assets, Net | $ 28 | 59 | |
Recipes | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-lived intangible assets, weighted average useful life | 2 years 7 months 6 days | ||
Amortized intangible assets, Gross Carrying Amount | $ 930 | 930 | |
Accumulated Amortization | (586) | (487) | |
Finite-Lived Intangible Assets, Net | $ 344 | 443 | |
Trade name/brand name | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-lived intangible assets, weighted average useful life | 2 years 8 months 12 days | ||
Amortized intangible assets, Gross Carrying Amount | $ 510 | 510 | |
Accumulated Amortization | (411) | (383) | |
Finite-Lived Intangible Assets, Net | 99 | 127 | |
Total amortized intangible assets | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortized intangible assets, Gross Carrying Amount | 34,663 | 34,663 | |
Accumulated Amortization | (20,331) | (18,523) | |
Finite-Lived Intangible Assets, Net | $ 14,332 | $ 16,140 |
Employee Benefit Plans - Schedu
Employee Benefit Plans - Schedule of Single Employer Pension Plans (Details) - Pension Plan - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | |
Components of net periodic benefit cost | ||||
Service cost | $ 0 | $ 0 | $ 0 | $ 0 |
Interest cost | 859 | 1,059 | 2,578 | 3,177 |
Expected return on plan assets | (1,038) | (1,102) | (3,113) | (3,305) |
Amortization of net loss (gain) | 502 | 370 | 1,507 | 1,109 |
Net periodic benefit cost | $ 323 | $ 327 | $ 972 | $ 981 |
Weighted average assumptions used to determine benefit obligations | ||||
Discount rate | 2.55% | 3.45% | ||
Expected long-term return on plan assets | 6.25% | 6.75% |
Employee Benefit Plans - Narrat
Employee Benefit Plans - Narrative (Details) $ in Thousands | Mar. 23, 2020USD ($) | Mar. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Mar. 31, 2020USD ($)shares | Dec. 31, 2020USD ($) | Mar. 31, 2021USD ($)planshares | Mar. 31, 2020USD ($)shares |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||||||
Defined Contribution Plan, Employer Matching Contribution, Amount | $ 500 | ||||||
Other Comprehensive (Income) Loss, Defined Benefit Plan, Prior Service Cost (Credit), after Reclassification Adjustment, before Tax | $ (13,400) | ||||||
Defined Benefit Plan, Net Periodic Benefit Cost (Credit), Increase (Decrease) for Plan Amendment | $ (14,600) | ||||||
Defined Benefit Plan, Net Periodic Benefit Cost (Credit), Gain (Loss) Due to Curtailment | $ (5,800) | ||||||
Amortization expense | $ 600 | $ 600 | $ 1,800 | ||||
Other Postretirement Benefit Plan | |||||||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||||||
Multiemployer plans, number of plans | plan | 9 | ||||||
Defined Benefit Plan, Net Periodic Benefit Cost (Credit), Gain (Loss) Due to Curtailment | $ 0 | $ (5,750) | $ 0 | $ (5,750) | |||
Restated and Amended 401K Plan | |||||||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||||||
Defined contribution plan, employer matching contribution, percent of eligible income | 4.00% | ||||||
Defined Contribution Plan, Number of Shares Contributed | shares | 104,247 | 322,100 | 213,896 | ||||
Defined Contribution Plan, Employer Discretionary Contribution Amount | $ 900 | $ 1,800 | $ 2,300 | ||||
Defined Benefit Plan, Plan Assets, Contributions by Employer | $ 1,900 |
Employee Benefit Plans - Sche_2
Employee Benefit Plans - Schedule of Multi-Employer Pension Plans (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | |
Multiemployer Plans [Line Items] | |||||
Defined Benefit Plan, Net Periodic Benefit Cost (Credit), Gain (Loss) Due to Curtailment | $ 5,800 | ||||
Local 807 Pension Plan | |||||
Multiemployer Plans [Line Items] | |||||
Other Commitment | $ 182 | $ 182 | |||
Multiemployer Plan | |||||
Multiemployer Plans [Line Items] | |||||
Defined Benefit Plan, Plan Assets, Contributions by Employer | 272 | $ 240 | 809 | $ 1,120 | |
Other Postretirement Benefit Plan | |||||
Multiemployer Plans [Line Items] | |||||
Service cost | 5 | 147 | 14 | 441 | |
Interest cost | 73 | 214 | 220 | 641 | |
Defined Benefit Plan, Amortization of Gain (Loss) | (80) | 125 | 5,376 | 374 | |
Defined Benefit Plan, Net Periodic Benefit Cost (Credit), Gain (Loss) Due to Curtailment | 0 | 5,750 | 0 | 5,750 | |
Defined Benefit Plan, Amortization of Prior Service Cost (Credit) | 0 | (395) | (8,961) | (1,186) | |
Net periodic benefit cost | $ 158 | $ (5,909) | $ (14,103) | $ (6,228) | |
Postretirement Health Coverage | |||||
Multiemployer Plans [Line Items] | |||||
Discount rate | 0.06% | 3.62% | |||
Postretirement Life Insurance | |||||
Multiemployer Plans [Line Items] | |||||
Discount rate | 2.87% | 3.64% |
Debt Obligations (Details)
Debt Obligations (Details) - USD ($) | Apr. 26, 2021 | Mar. 31, 2021 | Mar. 31, 2021 | Jun. 30, 2020 | Mar. 27, 2019 |
Line of Credit Facility | |||||
Long-term Line of Credit, Noncurrent | $ 88,000,000 | $ 88,000,000 | $ 122,000,000 | ||
Line of credit, commitment fee percent | 0.50% | ||||
Debt Instrument, Covenant, Fixed Charge Coverage Ratio Required, Minimum | 1.05 | ||||
Debt Instrument, Borrowing Base, Accounts Receivable | 85.00% | ||||
Debt Instrument, Borrowing Base, Inventory | 50.00% | ||||
Debt Instrument, Liability Due At Close | 3,700,000 | $ 3,700,000 | |||
Minimum | Prime Rate [Member] | |||||
Line of Credit Facility | |||||
Debt Instrument, Basis Spread on Variable Rate | 3.50% | ||||
Minimum | London Interbank Offered Rate (LIBOR) [Member] | |||||
Line of Credit Facility | |||||
Debt Instrument, Basis Spread on Variable Rate | 4.50% | ||||
Maximum | Prime Rate [Member] | |||||
Line of Credit Facility | |||||
Debt Instrument, Basis Spread on Variable Rate | 4.50% | ||||
Maximum | London Interbank Offered Rate (LIBOR) [Member] | |||||
Line of Credit Facility | |||||
Debt Instrument, Basis Spread on Variable Rate | 5.50% | ||||
Revolving Credit Facility | |||||
Line of Credit Facility | |||||
Long-term Line of Credit, Noncurrent | $ 88,000,000 | $ 88,000,000 | $ 122,000,000 | ||
Debt, Weighted Average Interest Rate | 6.41% | 6.41% | 4.91% | ||
Amended Credit Agreement | Revolving Credit Facility | |||||
Line of Credit Facility | |||||
Line of credit, maximum borrowing capacity | $ 125,000,000 | $ 125,000,000 | |||
Line Of Credit Facility Quarterly Commitment Reduction | 5,000,000 | 5,000,000 | |||
Amount outstanding | 4,300,000 | 4,300,000 | |||
Amended Credit Agreement Third Amendment | |||||
Line of Credit Facility | |||||
Debt Instrument Covenant Capital Expenditure Maximum | 25,000,000 | $ 25,000,000 | |||
Revolver Security Agreement | |||||
Line of Credit Facility | |||||
Debt Instrument, Borrowing Base, Inventory | 80.00% | ||||
Debt Instrument, Borrowing Base, Net Orderly Liquidation | 85.00% | ||||
Revolver Security Agreement | Subsequent Event | |||||
Line of Credit Facility | |||||
Debt Instrument, Borrowing Base, Accounts Receivable | 85.00% | ||||
Revolver Security Agreement | Prime Rate [Member] | Subsequent Event | |||||
Line of Credit Facility | |||||
Debt Instrument, Basis Spread on Variable Rate | 1.25% | ||||
Revolver Security Agreement | Minimum | London Interbank Offered Rate (LIBOR) [Member] | Subsequent Event | |||||
Line of Credit Facility | |||||
Debt Instrument, Basis Spread on Variable Rate | 0.50% | ||||
Revolver Security Agreement | Maximum | London Interbank Offered Rate (LIBOR) [Member] | Subsequent Event | |||||
Line of Credit Facility | |||||
Debt Instrument, Basis Spread on Variable Rate | 2.25% | ||||
Revolver Security Agreement | Revolving Credit Facility | Subsequent Event | |||||
Line of Credit Facility | |||||
Line of credit, maximum borrowing capacity | $ 80,000,000 | ||||
Revolver Security Agreement | Sublimit | Subsequent Event | |||||
Line of Credit Facility | |||||
Line of credit, maximum borrowing capacity | $ 10,000,000 | ||||
Term Credit Facility Agreement | Minimum | Prime Rate [Member] | Subsequent Event | |||||
Line of Credit Facility | |||||
Debt Instrument, Basis Spread on Variable Rate | 3.00% | ||||
Term Credit Facility Agreement | Maximum | Prime Rate [Member] | Subsequent Event | |||||
Line of Credit Facility | |||||
Debt Instrument, Basis Spread on Variable Rate | 5.50% | ||||
Term Credit Facility Agreement | Maximum | London Interbank Offered Rate (LIBOR) [Member] | Subsequent Event | |||||
Line of Credit Facility | |||||
Debt Instrument, Basis Spread on Variable Rate | 6.50% | ||||
Term Credit Facility Agreement | Revolving Credit Facility | Subsequent Event | |||||
Line of Credit Facility | |||||
Line of credit, maximum borrowing capacity | $ 47,500,000 | ||||
Debt Instrument, Borrowing Base, Qualified Cash And Borrower's Availability | $ 15,000,000 | ||||
JP Morgan Chase | JPM Chase Loan Agreement | Swing Line Loans | |||||
Line of Credit Facility | |||||
Line of credit, maximum borrowing capacity | 15,000,000 | $ 15,000,000 | |||
Interest Rate Swap | |||||
Line of Credit Facility | |||||
Derivative, Notional Amount | $ 65,000,000 | $ 65,000,000 | $ 80,000,000 | ||
Derivative, Fixed Interest Rate | 2.1975% | 2.1975% | |||
Interest Rate Swap | Subsequent Event | |||||
Line of Credit Facility | |||||
Derivative, Fixed Interest Rate | 2.4725% | ||||
Derivative, Fixed Interest Rate Increase During Period | 0.275% | ||||
Interest Rate Swap | Minimum | |||||
Line of Credit Facility | |||||
Derivative, Floor Interest Rate | 0.00% | 0.00% | |||
Interest Rate Swap | Interest Expense | |||||
Line of Credit Facility | |||||
Other Comprehensive Income (Loss), Cash Flow Hedge, Reclassification for Discontinuance, before Tax | $ 320,000 | $ 960,000 |
Employee Stock Ownership Plan -
Employee Stock Ownership Plan - Number and Value of ESOP Shares (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Jun. 30, 2020 |
Share-based Payment Arrangement [Abstract] | ||
Allocated shares | 1,100,058 | 1,170,015 |
Committed to be released shares | 0 | 0 |
Unallocated shares | 0 | 0 |
Total ESOP shares | 1,100,058 | 1,170,015 |
Fair value of ESOP shares | $ 11,485 | $ 8,588 |
Share-Based Compensation - Perf
Share-Based Compensation - Performance-Based RSUs (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | Jun. 30, 2020 | |
Performance Cash Awards | Minimum | |||||
Number of PBRSUs [Roll Forward] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 0.00% | ||||
Performance Cash Awards | Maximum | |||||
Number of PBRSUs [Roll Forward] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 200.00% | ||||
Performance Based Restricted Stock Units [Member] | |||||
Number of PBRSUs [Roll Forward] | |||||
Compensation expense recognized | $ 91,100 | $ 17,900 | $ 295,800 | $ 128,000 | |
Share-based Payment Arrangement, Nonvested Award, Excluding Option, Cost Not yet Recognized, Amount | $ 1,200,000 | $ 1,200,000 | $ 500,000 | ||
Performance Based Restricted Stock Units [Member] | Minimum | |||||
Number of PBRSUs [Roll Forward] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 0.00% | ||||
Performance Based Restricted Stock Units [Member] | Maximum | |||||
Number of PBRSUs [Roll Forward] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 150.00% | ||||
Performance Based Restricted Stock Units [Member] | |||||
Number of PBRSUs [Roll Forward] | |||||
Shares Awarded, Beginning balance (in shares) | 81,337 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 306,095 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | 805 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period | 4,232 | ||||
Shares Awarded, Ending balance (in shares) | 382,395 | 382,395 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value | $ 6.30 | $ 6.30 | $ 15.78 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | 4.10 | ||||
Weighted Average Grant Date Fair Value, Exercised/Released (in US$ per share) | 31.70 | ||||
Weighted Average Grant Date Fair Value, Cancelled/Forfeited (in US$ per share) | $ 18.50 | ||||
Employee Service Share-based Compensation, Nonvested Awards, Weighted Average Remaining Amortization Period | 2 years 8 months 12 days | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Fair Value | $ 1,300,000 |
Share-Based Compensation - Narr
Share-Based Compensation - Narrative (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | Jun. 30, 2020 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs | |||||
Share-based Payment Arrangement, Nonvested Award, Option, Cost Not yet Recognized, Amount | $ 1,200,000 | $ 1,200,000 | $ 1,700,000 | ||
Proceeds from stock option exercises | 0 | $ 129,000 | |||
Restricted Stock | |||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs | |||||
Share-based Payment Arrangement, Nonvested Award, Excluding Option, Cost Not yet Recognized, Amount | 3,600,000 | 3,600,000 | $ 1,700,000 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Fair Value | 3,600,000 | ||||
Restricted Stock | General and Administrative Expense | |||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs | |||||
Compensation expense recognized | 400,000 | $ 300,000 | 1,500,000 | 700,000 | |
Performance Cash Awards | |||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs | |||||
Performance Cash Awards, Accrued Liabilities | 102,200 | $ 102,200 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 3 years | ||||
Employee Benefits and Share-based Compensation | $ 29,700 | $ 46,500 | |||
Performance Cash Awards | Minimum | |||||
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% | ||||
Performance Cash Awards | Maximum | |||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 200.00% | ||||
2017 Plan | |||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs | |||||
Common Stock, Capital Shares Reserved for Future Issuance | 666,665 | 666,665 | |||
2020 Inducement Plan | |||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs | |||||
Common Stock, Capital Shares Reserved for Future Issuance | 171,371 | 171,371 | |||
NQOs | |||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs | |||||
Weighted average fair value (in US$ per share) | $ 2.36 | ||||
Share price (in US$ per share) | $ 10.44 | $ 10.44 | $ 7.34 | ||
Compensation expense recognized | $ 167,700 | $ 167,300 | $ 586,800 | 444,900 | |
Proceeds from stock option exercises | 129,300 | ||||
NQOs | Farmer Bros. Co. Amended and Restated 2007 Long-term Incentive Plan | |||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs | |||||
Employee Service Share-based Compensation, Nonvested Awards, Weighted Average Remaining Amortization Period | 1 year 7 months 6 days | ||||
PNQs | Farmer Bros. Co. Amended and Restated 2007 Long-term Incentive Plan | |||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs | |||||
Compensation expense recognized | $ 18,300 | ||||
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 | 1 year 6 months |
Share-Based Compensation - Weig
Share-Based Compensation - Weighted-average assumptions using Black-Scholes model (Details) - PNQs | 9 Months Ended |
Mar. 31, 2021$ / shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value | $ 4.60 |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 0.29% |
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 - Stoc
Share-Based Compensation - Stock Option Activity NQOs and PNQs (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Mar. 31, 2021 | Mar. 31, 2020 | Jun. 30, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||||
Number of options exercised (shares) | 0 | 0 | |||
NQOs | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||||
Number of options granted (shares) | 29,761 | ||||
Number of options exercised (shares) | 0 | ||||
Number of options forfeited (shares) | (11,358) | ||||
Number of options expired (shares) | (7,938) | ||||
Number of options - Ending balance (in shares) | 539,423 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | |||||
Weighted average purchase price (in US$ per share) | $ 6.72 | ||||
Weighted Average Exercise Price, Exercised (in US$ per share) | 0 | ||||
Weighted Average Exercise Price, Forfeited (in US$ per share) | 16.62 | ||||
Weighted Average Exercise Price, Expired (in US$ per share) | 28.51 | ||||
Weighted Average Exercise Price, Ending balance (in US$ per share) | $ 13.25 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | |||||
Weighted Average Remaining Life, Beginning balance | 5 years 6 months 18 days | ||||
Weighted Average Remaining Life, Ending balance | 5 years 6 months 18 days | ||||
Aggregate Intrinsic Value, Beginning balance | $ 440 | ||||
Aggregate intrinsic value, exercised | $ 0 | ||||
PNQs | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | |||||
Weighted Average Remaining Life, Beginning balance | 2 years 1 month 28 days | ||||
Weighted Average Remaining Life, Ending balance | 2 years 1 month 28 days | ||||
PNQs | Farmer Bros. Co. Amended and Restated 2007 Long-term Incentive Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||||
Number of options - Beginning balance (in shares) | 13,630 | 13,630 | |||
Number of options granted (shares) | 0 | ||||
Number of options exercised (shares) | 0 | ||||
Number of options forfeited (shares) | 0 | ||||
Number of options expired (shares) | (1,880) | ||||
Number of options - Ending balance (in shares) | 11,750 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | |||||
Weighted Average Exercise Price, Beginning balance (in US$ per share) | $ 28.60 | $ 28.60 | |||
Weighted average purchase price (in US$ per share) | 0 | ||||
Weighted Average Exercise Price, Exercised (in US$ per share) | 0 | ||||
Weighted Average Exercise Price, Forfeited (in US$ per share) | 0 | ||||
Weighted Average Exercise Price, Expired (in US$ per share) | 21.33 | ||||
Weighted Average Exercise Price, Ending balance (in US$ per share) | $ 29.76 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | |||||
Weighted Average Remaining Life, Beginning balance | 2 years 4 months 9 days | ||||
Weighted Average Remaining Life, Ending balance | 2 years 4 months 9 days | ||||
Aggregate Intrinsic Value, Beginning balance | $ 0 | ||||
Aggregate intrinsic value, exercised | $ 0 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest [Abstract] | |||||
Options, Vested and exercisable, Outstanding (in shares) | 6,942 | ||||
Options, Vested and exercisable, Weighted Average Exercise Price (in US$ per share) | $ 28.40 | ||||
Options, Vested and exercisable, Weighted Average Remaining Contractual Term | 1 year 10 months 20 days | ||||
Vested | NQOs | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||||
Number of options - Beginning balance (in shares) | 528,958 | 528,958 | |||
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) | $ 13.92 | $ 13.92 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | |||||
Weighted Average Remaining Life, Beginning balance | 6 years 2 months 15 days | ||||
Weighted Average Remaining Life, Ending balance | 6 years 2 months 15 days | ||||
Aggregate Intrinsic Value, Beginning balance | $ 55 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest [Abstract] | |||||
Options, Vested and exercisable, Outstanding (in shares) | 153,230 | ||||
Options, Vested and exercisable, Weighted Average Exercise Price (in US$ per share) | $ 16.13 | ||||
Options, Vested and exercisable, Weighted Average Remaining Contractual Term | 5 years 2 months 26 days | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Intrinsic Value | $ 0 |
Share-Based Compensation - Rest
Share-Based Compensation - Restricted Stock Activity (Details) - Restricted Stock - $ / shares | 9 Months Ended | |
Mar. 31, 2021 | Jun. 30, 2020 | |
Number of Restricted Stock [Roll Forward] | ||
Shares Awarded, Beginning balance (in shares) | 218,604 | |
Restricted stock granted (in shares) | 709,473 | |
Shares Awarded, Exercised/Released (in shares) | (81,254) | |
Shares Awarded, Cancelled/Forfeited (in shares) | (37,505) | |
Shares Awarded, Ending balance (in shares) | 809,318 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value | $ 5.31 | $ 13 |
Restricted stock granted, weighted average grant date fair value (in US$ per share) | 5.05 | |
Weighted Average Grant Date Fair Value, Exercised/Released (in US$ per share) | 13.56 | |
Weighted Average Grant Date Fair Value, Cancelled/Forfeited (in US$ per share) | $ 3.81 |
Share-Based Compensation - Cash
Share-Based Compensation - Cash Settled Restricted Stock (Details) - Cash-settled Restricted Stock - USD ($) | 3 Months Ended | 9 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2021 | Jun. 30, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number | 216,342 | 216,342 | 0 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value | $ 4.31 | $ 4.31 | $ 0 |
Restricted stock granted (in shares) | 232,002 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 4.31 | ||
Shares Awarded, Exercised/Released (in shares) | 0 | ||
Weighted Average Grant Date Fair Value, Exercised/Released (in US$ per share) | $ 0 | ||
Shares Awarded, Cancelled/Forfeited (in shares) | (15,660) | ||
Weighted Average Grant Date Fair Value, Cancelled/Forfeited (in US$ per share) | $ 4.31 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Fair Value | $ 1,000,000 | ||
Share-based Payment Arrangement, Nonvested Award, Excluding Option, Cost Not yet Recognized, Amount | $ 2,000,000 | 2,000,000 | |
Employee Service Share-based Compensation, Nonvested Awards, Weighted Average Remaining Amortization Period | 2 years 8 months 12 days | ||
Compensation expense recognized | $ 192,500 | $ 213,100 |
Other Current Liabilities (Deta
Other Current Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Jun. 30, 2020 |
Payables and Accruals [Abstract] | ||
Accrued postretirement benefits | $ 500 | $ 744 |
Accrued workers’ compensation liabilities | 1,413 | 1,466 |
Cumulative preferred dividends, undeclared and unpaid (1) | 1,906 | 1,477 |
Finance lease liabilities | 193 | 0 |
Other (2) | 2,372 | 3,115 |
Other current liabilities | $ 6,384 | $ 6,802 |
Other Long-Term Liabilities (De
Other Long-Term Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Jun. 30, 2020 |
Other Liabilities Disclosure [Abstract] | ||
Other long-term liabilities-capital leases | $ 593 | $ 9 |
Derivative liabilities—noncurrent | 1,707 | 2,859 |
Multiemployer Plan Holdback Liability, Long-Term | 1,629 | 1,170 |
Deferred income taxes | 1,423 | 1,494 |
Other long-term liabilities | $ 5,352 | $ 5,532 |
Income Taxes - Income Taxes (De
Income Taxes - Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||||
Income tax (benefit) expense | $ (60) | $ (1,034) | $ 13,785 | $ (1,222) |
Effective tax rate | (0.40%) | 2.50% | (57.70%) | 4.30% |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) $ in Millions | Mar. 31, 2021USD ($) |
Income Tax Disclosure [Abstract] | |
Deferred Tax Liabilities, Deferred Expense | $ 13.5 |
Net Income (loss) Per Common _3
Net Income (loss) Per Common Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Undistributed Earnings (Loss) Available to Common Shareholders, Basic | $ (13,234) | $ (39,790) | $ (36,601) | $ (27,692) |
Undistributed net (loss) income available to nonvested restricted stockholders and holders of convertible preferred stock | (594) | (126) | (1,507) | (91) |
Undistributed net (loss) income available to common stockholders | $ (13,828) | $ (39,916) | $ (38,108) | $ (27,783) |
Weighted average common shares outstanding - basic (in shares) | 17,756,619 | 17,230,879 | 17,569,026 | 17,161,477 |
Weighted average common shares outstanding—diluted (in shares) | 17,756,619 | 17,230,879 | 17,569,026 | 17,161,477 |
Earnings Per Share, Basic, Undistributed (in USD per share) | $ (0.78) | $ (2.32) | $ (2.17) | $ (1.62) |
Earnings Per Share, Diluted, Undistributed (in USD per share) | $ (0.78) | $ (2.32) | $ (2.17) | $ (1.62) |
Stock Options | ||||
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 (in shares) | 421,167 | 485,513 | 421,167 | 327,192 |
Cumulative Preferred Stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in shares) | 418,531 | 433,373 | 418,531 | |
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 (in shares) | 185,236 | 98,946 | 104,271 | 75,926 |
Convertible Preferred Stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Shares issuable under stock options (in shares) | 0 | 0 | 0 | 0 |
Preferred Stock - Narrative (De
Preferred Stock - Narrative (Details) - $ / shares | Mar. 31, 2021 | Jun. 30, 2020 | Oct. 02, 2017 |
Auction Market Preferred Securities, Stock Series [Line Items] | |||
Preferred Stock, Shares Authorized (in shares) | 500,000 | 500,000 | |
Preferred stock, par value (in US$ per share) | $ 1 | $ 1 | |
Preferred stock, issued (in shares) | 14,700 | 14,700 | |
Preferred Class A [Member] | |||
Auction Market Preferred Securities, Stock Series [Line Items] | |||
Preferred Stock, Shares Authorized (in shares) | 21,000 | 21,000 | |
Preferred stock, issued (in shares) | 14,700 |
Preferred Stock - Schedule of P
Preferred Stock - Schedule of Preferred Stock (Details) - USD ($) $ / shares in Units, $ in Thousands | Mar. 31, 2021 | Jun. 30, 2020 | Oct. 02, 2017 |
Equity [Abstract] | |||
Preferred Stock, Shares Authorized (in shares) | 500,000 | 500,000 | |
Preferred stock, issued (in shares) | 14,700 | 14,700 | |
Preferred stock, par value (in US$ per share) | $ 1 | $ 1 | |
Preferred Stock, Value, Issued | $ 15 | $ 15 | |
Liquidation preference | $ 16,607 | $ 16,178 | |
Auction Market Preferred Securities, Stock Series [Line Items] | |||
Preferred Stock, Shares Authorized (in shares) | 500,000 | 500,000 | |
Preferred stock, issued (in shares) | 14,700 | 14,700 | |
Preferred stock, par value (in US$ per share) | $ 1 | $ 1 | |
Preferred Stock, Value, Issued | $ 15 | $ 15 | |
Liquidation preference | $ 16,607 | $ 16,178 | |
Preferred Class A [Member] | |||
Equity [Abstract] | |||
Preferred Stock, Shares Authorized (in shares) | 21,000 | 21,000 | |
Preferred stock, issued (in shares) | 14,700 | ||
Auction Market Preferred Securities, Stock Series [Line Items] | |||
Preferred Stock, Shares Authorized (in shares) | 21,000 | 21,000 | |
Preferred stock, issued (in shares) | 14,700 |
Revenue Recognition (Details)
Revenue Recognition (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | Jun. 30, 2020 | |
Disaggregation of Revenue [Line Items] | |||||
Net Sales | $ 93,152 | $ 129,139 | $ 294,993 | $ 420,237 | |
% of total | 100.00% | 100.00% | 100.00% | 100.00% | |
Receivables from contracts with customers | $ 36,878 | $ 36,878 | $ 40,695 | ||
Coffee (Roasted) | |||||
Disaggregation of Revenue [Line Items] | |||||
Net Sales | $ 60,771 | $ 84,300 | $ 196,353 | $ 267,847 | |
% of total | 65.20% | 65.30% | 66.60% | 63.70% | |
Coffee (Frozen Liquid) | |||||
Disaggregation of Revenue [Line Items] | |||||
Net Sales | $ 3,890 | $ 7,044 | $ 10,510 | $ 23,528 | |
% of total | 4.20% | 5.50% | 3.60% | 5.60% | |
Tea (Iced & Hot) | |||||
Disaggregation of Revenue [Line Items] | |||||
Net Sales | $ 4,726 | $ 6,701 | $ 11,251 | $ 21,969 | |
% of total | 5.10% | 5.20% | 3.80% | 5.20% | |
Culinary | |||||
Disaggregation of Revenue [Line Items] | |||||
Net Sales | $ 10,551 | $ 12,954 | $ 32,471 | $ 42,315 | |
% of total | 11.30% | 9.90% | 11.00% | 10.10% | |
Spice | |||||
Disaggregation of Revenue [Line Items] | |||||
Net Sales | $ 4,414 | $ 5,262 | $ 13,424 | $ 17,594 | |
% of total | 4.70% | 4.10% | 4.60% | 4.20% | |
Other Beverages | |||||
Disaggregation of Revenue [Line Items] | |||||
Net Sales | $ 8,530 | $ 12,290 | $ 30,028 | $ 42,322 | |
% of total | 9.20% | 9.50% | 10.10% | 10.10% | |
Other Revenues | |||||
Disaggregation of Revenue [Line Items] | |||||
Net Sales | $ 0 | $ 0 | $ 0 | $ 2,701 | |
% of total | 0.00% | 0.00% | 0.00% | 0.60% | |
Product | |||||
Disaggregation of Revenue [Line Items] | |||||
Net Sales | $ 92,882 | $ 128,551 | $ 294,037 | $ 418,276 | |
% of total | 99.70% | 99.50% | 99.70% | 99.50% | |
Fuel Surcharge | |||||
Disaggregation of Revenue [Line Items] | |||||
Net Sales | $ 270 | $ 588 | $ 956 | $ 1,961 | |
% of total | 0.30% | 0.50% | 0.30% | 0.50% |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) - USD ($) | Aug. 31, 2012 | Mar. 31, 2021 |
Contractual Obligations | ||
Long-term Purchase Commitment, additional | $ 4,400,000 | |
Loss Contingency, Damages Sought, Maximum Daily, Value | $ 2,500 | |
Inventories | Coffee | ||
Contractual Obligations | ||
Purchase Obligation, Due in Next Twelve Months | 38,300,000 | |
Inventories | Other Inventory | ||
Contractual Obligations | ||
Purchase Obligation, Due in Next Twelve Months | $ 7,900,000 |
Sales of Assets (Details)
Sales of Assets (Details) - USD ($) | Dec. 04, 2020 | Nov. 08, 2020 |
Austin, Texas Branch | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Sales Price | $ 1,360,000 | |
Net Proceeds | 1,239,000 | |
Gain (loss) | $ 1,045,000 | |
Bishop, California | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Sales Price | $ 220,000 | |
Net Proceeds | 204,000 | |
Gain (loss) | $ 204,000 |