Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Mar. 31, 2019 | Apr. 30, 2019 | |
Document Documentand Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2019 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2019 | |
Trading Symbol | FARM | |
Entity Registrant Name | FARMER BROTHERS CO | |
Entity Central Index Key | 0000034563 | |
Current Fiscal Year End Date | --06-30 | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 17,040,100 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2019 | Jun. 30, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 12,194 | $ 2,438 |
Accounts receivable, net | 65,755 | 58,498 |
Inventories | 100,370 | 104,431 |
Income tax receivable | 346 | 305 |
Short-term derivative assets | 144 | 0 |
Prepaid expenses | 7,082 | 7,842 |
Total current assets | 185,891 | 173,514 |
Property, plant and equipment, net | 191,250 | 186,589 |
Goodwill | 36,224 | 36,224 |
Intangible assets, net | 29,528 | 31,515 |
Other assets | 9,962 | 8,381 |
Deferred income taxes | 0 | 39,308 |
Total assets | 452,855 | 475,531 |
Current liabilities: | ||
Accounts payable | 62,810 | 56,603 |
Accrued payroll expenses | 15,831 | 17,918 |
Short-term borrowings under revolving credit facility | 0 | 89,787 |
Short-term obligations under capital leases | 57 | 190 |
Short-term derivative liabilities | 5,543 | 3,300 |
Other current liabilities | 7,548 | 10,659 |
Total current liabilities | 91,789 | 178,457 |
Long-term borrowings under revolving credit facility | 123,000 | 0 |
Accrued pension liabilities | 46,776 | 40,380 |
Accrued postretirement benefits | 17,949 | 20,473 |
Accrued workers’ compensation liabilities | 4,938 | 5,354 |
Other long-term liabilities | 2,619 | 1,812 |
Total liabilities | 287,071 | 246,476 |
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, 2019 and June 30, 2018; liquidation preference of $15,489 and $15,089 as of March 31, 2019 and June 30, 2018, respectively | 15 | 15 |
Common stock, $1.00 par value, 25,000,000 shares authorized; 17,004,561 and 16,951,659 shares issued and outstanding as of March 31, 2019 and June 30, 2018, respectively | 17,005 | 16,952 |
Additional paid-in capital | 57,321 | 55,965 |
Retained earnings | 155,072 | 220,307 |
Unearned ESOP shares | 0 | (2,145) |
Accumulated other comprehensive loss | (63,629) | (62,039) |
Total stockholders’ equity | 165,784 | 229,055 |
Total liabilities and stockholders’ equity | $ 452,855 | $ 475,531 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | |
Income Statement [Abstract] | ||||
Net sales | $ 146,679 | $ 157,927 | $ 453,892 | $ 457,006 |
Cost of goods sold | 106,779 | 105,629 | 312,513 | 302,349 |
Gross profit | 39,900 | 52,298 | 141,379 | 154,657 |
Selling expenses | 34,422 | 37,754 | 111,323 | 112,736 |
General and administrative expenses | 11,306 | 14,157 | 32,063 | 39,822 |
Restructuring and other transition expenses | 26 | 52 | 4,700 | 311 |
Net gains from sale of spice assets | (203) | (110) | (593) | (655) |
Net losses (gains) from sales of other assets | 451 | (590) | 1,564 | (446) |
Impairment losses on intangible assets | 0 | 3,820 | 0 | 3,820 |
Operating expenses | 46,002 | 55,083 | 149,057 | 155,588 |
Loss from operations | (6,102) | (2,785) | (7,678) | (931) |
Other (expense) income: | ||||
Dividend income | 0 | 1 | 0 | 12 |
Interest income | 0 | 0 | 0 | 2 |
Interest expense | (2,981) | (2,547) | (9,165) | (7,221) |
Pension settlement charge | 0 | 0 | (10,948) | 0 |
Other, net | 495 | 1,817 | 2,105 | 5,782 |
Total other expense | (2,486) | (729) | (18,008) | (1,425) |
Loss before taxes | (8,588) | (3,514) | (25,686) | (2,356) |
Income tax expense (benefit) | 43,161 | (1,321) | 39,149 | 16,058 |
Net loss | (51,749) | (2,193) | (64,835) | (18,414) |
Less: Cumulative preferred dividends, undeclared and unpaid | 134 | 128 | 400 | 257 |
Net loss available to common stockholders | $ (51,883) | $ (2,321) | $ (65,235) | $ (18,671) |
Net income (loss) per common share - basic (in US$ per share) | $ (3.05) | $ (0.14) | $ (3.84) | $ (1.12) |
Net income (loss) per common share - diluted (in US$ per share) | $ (3.05) | $ (0.14) | $ (3.84) | $ (1.12) |
Weighted average common shares outstanding - basic (in shares) | 17,003,206 | 16,760,145 | 16,982,247 | 16,727,624 |
Weighted average common shares outstanding—diluted (in shares) | 17,003,206 | 16,760,145 | 16,982,247 | 16,727,624 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2019 | Jun. 30, 2018 |
Preferred stock, par value (in US$ per share) | $ 1 | $ 1 |
Preferred Stock, Shares Authorized (shares) | 500,000 | 500,000 |
Liquidation preference | $ 15,489 | $ 15,089 |
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) | 17,004,561 | 16,951,659 |
Common stock, shares outstanding (in shares) | 17,004,561 | 16,951,659 |
Cumulative Preferred Stock [Member] | ||
Preferred Stock, Shares Authorized (shares) | 21,000 | 21,000 |
Preferred stock, issued (in shares) | 14,700 | 14,700 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (51,749) | $ (2,193) | $ (64,835) | $ (18,414) |
Other comprehensive (loss) income, net of tax: | ||||
Unrealized losses on derivative instruments designated as cash flow hedges, net of tax | (5,905) | (2,430) | (11,254) | (4,255) |
Gains (losses) on derivative instruments designated as cash flow hedges reclassified to cost of goods sold, net of tax | 3,201 | 438 | 6,311 | (426) |
Change in funded status of retiree benefit obligations, net of tax | (1,943) | 0 | (7,594) | 0 |
Pension settlement charge, net of tax | 2,801 | 0 | 10,948 | 0 |
Total comprehensive loss, net of tax | $ (53,595) | $ (4,185) | $ (66,424) | $ (23,095) |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Preferred Shares | Common Stock | Additional Paid-in Capital | Retained Earnings | Unearned ESOP Shares | Accumulated Other Comprehensive Income (Loss) |
Beginning Balance (in shares) at Jun. 30, 2017 | 0 | 16,846,002 | |||||
Beginning Balance at Jun. 30, 2017 | $ 229,552 | $ 0 | $ 16,846 | $ 41,495 | $ 236,993 | $ (4,289) | $ (61,493) |
Net loss | 840 | 840 | |||||
Unrealized losses on cash flow hedges, net of reclassifications to earnings | (993) | (993) | |||||
ESOP compensation expense, including reclassifications | 580 | 580 | |||||
Share-based compensation (in shares) | (2,732) | ||||||
Share based compensation | 226 | $ (3) | 229 | ||||
Ending Balance (in shares) at Sep. 30, 2017 | 0 | 16,843,270 | |||||
Ending Balance at Sep. 30, 2017 | 231,979 | $ 0 | $ 16,843 | 42,304 | 239,816 | (4,289) | (62,695) |
Beginning Balance (in shares) at Jun. 30, 2017 | 0 | 16,846,002 | |||||
Beginning Balance at Jun. 30, 2017 | 229,552 | $ 0 | $ 16,846 | 41,495 | 236,993 | (4,289) | (61,493) |
Net loss | (18,414) | ||||||
Change in funded status of retiree benefit obligations, net of tax | 0 | ||||||
Ending Balance (in shares) at Mar. 31, 2018 | 14,700 | 16,927,988 | |||||
Ending Balance at Mar. 31, 2018 | 223,744 | $ 15 | $ 16,928 | 54,780 | 220,306 | (2,145) | (66,140) |
Beginning Balance (in shares) at Sep. 30, 2017 | 0 | 16,843,270 | |||||
Beginning Balance at Sep. 30, 2017 | 231,979 | $ 0 | $ 16,843 | 42,304 | 239,816 | (4,289) | (62,695) |
Net loss | (17,060) | (17,060) | |||||
Unrealized losses on cash flow hedges, net of reclassifications to earnings | (1,215) | (1,215) | |||||
ESOP compensation expense, including reclassifications | 619 | (1,525) | 2,144 | ||||
Share-based compensation (in shares) | 12,452 | ||||||
Share based compensation | 419 | $ 13 | 406 | ||||
Stock option exercises (in shares) | 43,945 | ||||||
Stock option exercises | 625 | $ 44 | 581 | ||||
Consideration for Boyd Coffee acquisition (shares) | 14,700 | ||||||
Purchase consideration | 11,572 | $ 15 | 11,557 | ||||
Cumulative preferred dividends, undeclared and unpaid | (129) | ||||||
Ending Balance (in shares) at Dec. 31, 2017 | 14,700 | 16,899,667 | |||||
Ending Balance at Dec. 31, 2017 | 226,810 | $ 15 | $ 16,900 | 53,323 | 222,627 | (2,145) | (63,910) |
Net loss | (2,193) | (2,193) | |||||
Unrealized losses on cash flow hedges, net of reclassifications to earnings | (2,230) | (2,230) | |||||
Change in funded status of retiree benefit obligations, net of tax | 0 | ||||||
ESOP compensation expense, including reclassifications | 590 | 590 | |||||
Share-based compensation (in shares) | (565) | ||||||
Share based compensation | 458 | $ (1) | 459 | ||||
Stock option exercises (in shares) | 28,886 | ||||||
Stock option exercises | 437 | $ 29 | 408 | ||||
Cumulative preferred dividends, undeclared and unpaid | (128) | ||||||
Ending Balance (in shares) at Mar. 31, 2018 | 14,700 | 16,927,988 | |||||
Ending Balance at Mar. 31, 2018 | 223,744 | $ 15 | $ 16,928 | 54,780 | 220,306 | (2,145) | (66,140) |
Beginning Balance (in shares) at Jun. 30, 2018 | 14,700 | 16,951,659 | |||||
Beginning Balance at Jun. 30, 2018 | 229,055 | $ 15 | $ 16,952 | 55,965 | 220,307 | (2,145) | (62,039) |
Net loss | (2,986) | (2,986) | |||||
Unrealized losses on cash flow hedges, net of reclassifications to earnings | (4,637) | (4,637) | |||||
ESOP compensation expense, including reclassifications | 529 | 529 | |||||
Share based compensation | 433 | 433 | |||||
Stock option exercises (in shares) | 26,042 | ||||||
Stock option exercises | 326 | $ 26 | 300 | ||||
Cumulative preferred dividends, undeclared and unpaid | (132) | ||||||
Ending Balance (in shares) at Sep. 30, 2018 | 14,700 | 16,977,701 | |||||
Ending Balance at Sep. 30, 2018 | 222,588 | $ 15 | $ 16,978 | 57,227 | 217,189 | (2,145) | (66,676) |
Beginning Balance (in shares) at Jun. 30, 2018 | 14,700 | 16,951,659 | |||||
Beginning Balance at Jun. 30, 2018 | 229,055 | $ 15 | $ 16,952 | 55,965 | 220,307 | (2,145) | (62,039) |
Net loss | (64,835) | ||||||
Change in funded status of retiree benefit obligations, net of tax | (7,594) | ||||||
Ending Balance (in shares) at Mar. 31, 2019 | 14,700 | 17,004,561 | |||||
Ending Balance at Mar. 31, 2019 | 165,784 | $ 15 | $ 17,005 | 57,321 | 155,072 | 0 | (63,629) |
Beginning Balance (in shares) at Sep. 30, 2018 | 14,700 | 16,977,701 | |||||
Beginning Balance at Sep. 30, 2018 | 222,588 | $ 15 | $ 16,978 | 57,227 | 217,189 | (2,145) | (66,676) |
Net loss | (10,100) | (10,100) | |||||
Unrealized losses on cash flow hedges, net of reclassifications to earnings | 2,398 | 2,398 | |||||
Pension settlement charge, net of taxes | 8,147 | ||||||
Change in funded status of retiree benefit obligations, net of tax | (5,651) | (5,651) | |||||
ESOP compensation expense, including reclassifications | 405 | (1,740) | 2,145 | ||||
Share-based compensation (in shares) | 16,266 | ||||||
Share based compensation | 490 | $ 16 | 474 | ||||
Stock option exercises (in shares) | 8,562 | ||||||
Stock option exercises | 182 | $ 9 | 173 | ||||
Cumulative preferred dividends, undeclared and unpaid | (134) | ||||||
Ending Balance (in shares) at Dec. 31, 2018 | 14,700 | 17,002,529 | |||||
Ending Balance at Dec. 31, 2018 | 218,325 | $ 15 | $ 17,003 | 56,134 | 206,955 | 0 | (61,782) |
Net loss | (51,749) | (51,749) | |||||
Unrealized losses on cash flow hedges, net of reclassifications to earnings | (2,705) | (2,705) | |||||
Pension settlement charge, net of taxes | 2,801 | ||||||
Change in funded status of retiree benefit obligations, net of tax | (1,943) | (1,943) | |||||
ESOP compensation expense, including reclassifications | 700 | 700 | |||||
Share-based compensation (in shares) | 2,032 | ||||||
Share based compensation | 489 | $ 2 | 487 | ||||
Cumulative preferred dividends, undeclared and unpaid | (134) | ||||||
Ending Balance (in shares) at Mar. 31, 2019 | 14,700 | 17,004,561 | |||||
Ending Balance at Mar. 31, 2019 | $ 165,784 | $ 15 | $ 17,005 | $ 57,321 | $ 155,072 | $ 0 | $ (63,629) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Cash flows from operating activities: | ||
Net loss | $ (64,835) | $ (18,414) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 23,160 | 22,727 |
Provision for doubtful accounts | 1,886 | 369 |
Impairment losses on intangible assets | 0 | 3,820 |
Change in estimated fair value of contingent earnout consideration | 0 | (500) |
Restructuring and other transition expenses, net of payments | 1,956 | (1,084) |
Deferred income taxes | 40,078 | 15,698 |
Pension settlement charge | 10,948 | 0 |
Net losses (gains) from sales of spice assets and other assets | 971 | (1,101) |
ESOP and share-based compensation expense | 3,095 | 2,892 |
Net losses on derivative instruments and investments | 9,228 | 305 |
Change in operating assets and liabilities: | ||
Proceeds from sales of trading securities | 0 | 375 |
Accounts receivable | (7,651) | (8,417) |
Inventories | 3,937 | (7,348) |
Income tax receivable | 1,621 | 162 |
Derivative assets (liabilities), net | (13,229) | (6,129) |
Prepaid expenses and other assets | (1,441) | 921 |
Accounts payable | 8,466 | 7,554 |
Accrued payroll expenses and other current liabilities | (7,786) | 353 |
Accrued postretirement benefits | (2,524) | (1,353) |
Other long-term liabilities | (380) | (2,476) |
Net cash provided by operating activities | 7,500 | 8,354 |
Cash flows from investing activities: | ||
Acquisition of businesses, net of cash acquired | 0 | 39,608 |
Purchases of property, plant and equipment | (30,393) | (25,889) |
Purchases of assets for construction of New Facility | 0 | (1,577) |
Proceeds from sales of property, plant and equipment | 143 | 1,565 |
Net cash used in investing activities | (30,250) | (65,509) |
Cash flows from financing activities: | ||
Proceeds from revolving credit facility | 50,642 | 76,513 |
Repayments on revolving credit facility | (17,417) | (18,249) |
Payments of capital lease obligations | (185) | (878) |
Payment of financing costs | 1,041 | 560 |
Proceeds from stock option exercises | 507 | 1,062 |
Net cash provided by financing activities | 32,506 | 57,888 |
Net increase in cash and cash equivalents | 9,756 | 733 |
Cash and cash equivalents at beginning of period | 2,438 | 6,241 |
Cash and cash equivalents at end of period | 12,194 | 6,974 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Net change in derivative assets and liabilities included in other comprehensive loss, net of tax | (4,943) | (4,681) |
Non-cash additions to property, plant and equipment | 739 | 2,146 |
Non-cash portion of earnout receivable recognized—spice assets sale | 592 | 183 |
Non-cash consideration given—Issuance of Series A Preferred Stock | 0 | 11,756 |
Cumulative preferred dividends, undeclared and unpaid | 400 | 257 |
West Coast Coffee, Inc. | ||
Supplemental disclosure of non-cash investing and financing activities: | ||
Non-cash receivable from West Coast Coffee—post-closing final working capital adjustment | 0 | 218 |
Non-cash, Payables Assumed | 0 | |
Boyd Coffee [Member] | ||
Supplemental disclosure of non-cash investing and financing activities: | ||
Non-cash receivable from West Coast Coffee—post-closing final working capital adjustment | 2,277 | 0 |
Non-cash, Payables Assumed | $ 0 | $ 1,056 |
Changes in Accounting Principle
Changes in Accounting Principles and Corrections to Previously Issued Financial Statements | 9 Months Ended |
Mar. 31, 2019 | |
Accounting Changes and Error Corrections [Abstract] | |
Changes in Accounting Principles and Corrections to Previously Issued Financial Statements | Changes in Accounting Principles and Corrections to Previously Issued Financial Statements Effective June 30, 2018, the Company changed its method of accounting for its coffee, tea and culinary products from the LIFO basis to the FIFO basis. Total inventories accounted for utilizing the LIFO cost flow assumption represented 91% of the Company’s total inventories as of June 30, 2018 prior to this change in method. The Company believes that this change is preferable as it better matches revenues with associated expenses, aligns the accounting with the physical flow of inventory, and improves comparability with the Company’s peers. Additionally, effective June 30, 2018, the Company implemented a change in accounting principle for freight costs incurred to transfer goods from a distribution center to a branch warehouse and warehousing overhead costs incurred to store and ready goods prior to their sale, from expensing such costs as incurred within selling expenses to capitalizing such costs as inventory and expensing through cost of goods sold. The Company has determined that it is preferable to capitalize such costs into inventory and expense through cost of goods sold because it better represents the costs incurred in bringing the inventory to its existing condition and location for sale to customers, and it is consistent with the Company’s accounting treatment of similar costs. In connection with these changes in accounting principles, subsequent to the issuance of the Company's consolidated financial statements for the fiscal year ended June 30, 2017, the Company determined that freight associated with certain non-coffee product lines ("allied") was incorrectly expensed as incurred in selling expenses, and the overhead variances and purchase price variances (“PPVs”) associated with these product lines were incorrectly expensed as incurred in cost of goods sold for the fiscal years ended June 30, 2017 and 2016 and for the first three quarters in the fiscal year ended June 30, 2018. These costs should have been capitalized as inventory costs in accordance with ASC 330, "Inventory." Accordingly, the Company has corrected the accompanying condensed consolidated financial statements for the three and nine months ended March 31, 2018 to capitalize the appropriate portion of these costs in ending inventory and to reclassify remaining allied freight to cost of goods sold. In accordance with SFAS No. 154, “Accounting Changes and Error Corrections,” the change in method of accounting for coffee, tea and culinary products and the change in accounting principle for freight and warehousing overhead costs have been retrospectively applied, and the corrections relating to the reclassification and capitalization of allied freight and the capitalization of allied overhead variances and PPVs have been made, to all prior periods presented herein. The cumulative effect on retained earnings for these changes as of July 1, 2017 is $17.6 million . In addition to the foregoing, during the nine months ended March 31, 2019 , the Company adopted new accounting standards that required retrospective application. The Company updated the condensed consolidated statements of income as a result of adopting ASU 2017-07, and updated the condensed consolidated statements of cash flows as a result of adopting ASU 2016-18. See Note 2 . The following table presents the impact of these changes on the Company's condensed consolidated statement of operations for the three months ended March 31, 2018 : Three Months Ended (In thousands, except per share data) As Previously Reported LIFO to FIFO Adjustment Preferable Freight and Warehousing Adjustments Corrections of Freight, Overhead Variances and PPVs ASU 2017-07 Adjustments(1) Retrospectively Adjusted Cost of goods sold $ 99,117 $ (891 ) $ 5,888 $ 1,602 $ (87 ) $ 105,629 Gross profit $ 58,810 $ 891 $ (5,888 ) $ (1,602 ) $ 87 $ 52,298 Selling expenses $ 44,736 $ — $ (5,495 ) $ (1,200 ) $ (287 ) $ 37,754 General and administrative expenses $ 13,766 $ — $ — $ — $ 391 $ 14,157 Operating expenses $ 61,674 $ — $ (5,495 ) $ (1,200 ) $ 104 $ 55,083 Loss from operations $ (2,864 ) $ 891 $ (393 ) $ (401 ) $ (18 ) $ (2,785 ) Interest expense $ (902 ) $ — $ — $ — $ (1,645 ) $ (2,547 ) Other, net $ 154 $ — $ — $ — $ 1,663 $ 1,817 Total other expense $ (747 ) $ — $ — $ — $ 18 $ (729 ) Loss before taxes $ (3,611 ) $ 891 $ (393 ) $ (401 ) $ — $ (3,514 ) Income tax expense (benefit) $ 297 $ (1,562 ) $ 436 $ (492 ) $ — $ (1,321 ) Net loss $ (3,908 ) $ 2,452 $ (829 ) $ 92 $ — $ (2,193 ) Net loss available to common stockholders $ (4,036 ) $ 2,452 $ (829 ) $ 92 $ — $ (2,321 ) Net loss available to common stockholders per common share—basic $ (0.24 ) $ 0.14 $ (0.05 ) $ 0.01 $ — $ (0.14 ) Net loss available to common stockholders per common share—diluted $ (0.24 ) $ 0.14 $ (0.05 ) $ 0.01 $ — $ (0.14 ) _____________ (1) Reflects changes resulting from the adoption of ASU 2017-07. See Note 2 . The following table presents the impact of these changes on the Company's condensed consolidated statement of operations for the nine months ended March 31, 2018 : Nine Months Ended March 31, 2018 (In thousands, except per share data) As Previously Reported LIFO to FIFO Adjustment Preferable Freight and Warehousing Adjustments Corrections of Freight, Overhead Variances and PPVs ASU 2017-07 Adjustments(1) Retrospectively Adjusted Cost of goods sold $ 283,670 $ 994 $ 15,578 $ 2,323 $ (216 ) $ 302,349 Gross profit $ 173,336 $ (994 ) $ (15,578 ) $ (2,323 ) $ 216 $ 154,657 Selling expenses $ 132,979 $ — $ (16,418 ) $ (3,279 ) $ (546 ) $ 112,736 General and administrative expenses $ 39,007 $ — $ — $ — $ 815 $ 39,822 Operating expenses $ 175,016 $ — $ (16,418 ) $ (3,279 ) $ 269 $ 155,588 Loss from operations $ (1,680 ) $ (994 ) $ 840 $ 956 $ (53 ) $ (931 ) Interest expense $ (2,286 ) $ — $ — $ — $ (4,935 ) $ (7,221 ) Other, net $ 794 $ — $ — $ — $ 4,988 $ 5,782 Total other expense $ (1,478 ) $ — $ — $ — $ 53 $ (1,425 ) Loss before taxes $ (3,158 ) $ (994 ) $ 840 $ 956 $ — $ (2,356 ) Income tax expense $ 20,497 $ (4,931 ) $ 1,699 $ (1,207 ) $ — $ 16,058 Net loss $ (23,655 ) $ 3,937 $ (859 ) $ 2,163 $ — $ (18,414 ) Net loss available to common stockholders $ (23,912 ) $ 3,937 $ (859 ) $ 2,163 $ — $ (18,671 ) Net loss available to common stockholders per common share—basic $ (1.43 ) $ 0.23 $ (0.05 ) $ 0.13 $ — $ (1.12 ) Net loss available to common stockholders per common share—diluted $ (1.43 ) $ 0.23 $ (0.05 ) $ 0.13 $ — $ (1.12 ) _________________ (1) Reflects changes resulting from the adoption of ASU 2017-07. See Note 2 . The following table presents the impact of these changes on the Company's condensed consolidated statement of cash flows for the nine months ended March 31, 2018 : Nine Months Ended (In thousands) As Previously Reported LIFO to FIFO Adjustment Preferable Freight and Warehousing Adjustments Corrections of Freight, Overhead Variances and PPVs Retrospectively Adjusted Net loss $ (23,655 ) $ 3,937 $ (859 ) $ 2,163 $ (18,414 ) Adjustments to reconcile net loss to net cash provided by operating activities: Deferred income taxes $ 20,138 $ (4,932 ) $ 1,699 $ (1,207 ) $ 15,698 Net losses on derivative instruments and investments $ 3,292 $ (2,987 ) $ — $ — $ 305 Change in operating assets and liabilities: Inventories $ (9,533 ) $ 3,981 $ (840 ) $ (956 ) $ (7,348 ) Derivative assets (liabilities), net $ (6,091 ) $ (38 ) $ — $ — $ (6,129 ) Accounts payable $ 7,516 $ 38 $ — $ — $ 7,554 The impacts shown above have also been reflected in the Company’s condensed consolidated statements of comprehensive loss for the three and nine months ended March 31, 2018 as follows: Three Months Ended Nine Months Ended (In thousands) As Previously Reported Retrospectively Adjusted As Previously Reported Retrospectively Adjusted Net loss $ (3,908 ) $ (2,193 ) $ (23,655 ) $ (18,414 ) Unrealized losses on derivative instruments designated as cash flow hedges, net of tax $ (2,437 ) $ (2,430 ) $ (4,148 ) $ (4,255 ) Gains (losses) on derivative instruments designated as cash flow hedges reclassified to cost of goods sold, net of tax $ 1,355 $ 438 $ 1,724 $ (426 ) Total comprehensive loss, net of tax $ (4,990 ) $ (4,185 ) $ (26,079 ) $ (23,095 ) |
Introduction and Basis of Prese
Introduction and Basis of Presentation | 9 Months Ended |
Mar. 31, 2019 | |
Introduction and Basis of Presentation [Abstract] | |
Introduction and Basis of Presentation | Introduction and Basis of Presentation Farmer Bros. Co., a Delaware corporation (including its consolidated subsidiaries unless the context otherwise requires, the “Company”), is a national coffee roaster, wholesaler and distributor of coffee, tea, and culinary products. Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States (“GAAP”) for complete consolidated financial statements. In the opinion of management, all adjustments 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, 2019 are not necessarily indicative of the results that may be expected for the fiscal year ending June 30, 2019. Events occurring subsequent to March 31, 2019 have been evaluated for potential recognition or disclosure in the unaudited condensed consolidated financial statements for the three and nine months ended March 31, 2019 . 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, 2018 , filed with the Securities and Exchange Commission (the “SEC”) on September 13, 2018 (the “2018 Form 10-K”). Principles of Consolidation The condensed consolidated financial statements include the accounts of the Company and its direct and indirect wholly owned subsidiaries FBC Finance Company, a California corporation, Coffee Bean Holding Co., Inc., a Delaware corporation, the parent company of Coffee Bean International, Inc., an Oregon corporation (“CBI”), CBI, China Mist Brands, Inc., a Delaware corporation, 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. The Company has reclassified certain prior period amounts to conform to the current year presentation. 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, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies For a detailed discussion about the Company’s significant accounting policies, see Note 2, “ Summary of Significant Accounting Policies, ” in the Notes to Consolidated Financial Statements in the 2018 Form 10-K. During the three and nine months ended March 31, 2019 , other than as set forth below and the adoption of Accounting Standards Update (“ASU”) No. 2018-05, “Income Taxes (Topic 740): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118” (“ASU 2018-05”), ASU No. 2017-07, “Compensation—Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost” (“ASU 2017-07”), ASU No. 2017-01, “Business Combinations (Topic 805): Clarifying the Definition of a Business” (“ASU 2017-01”), ASU No. 2016-18, “Statement of Cash Flows (Topic 230): Restricted Cash” (“ASU 2016-18”), ASU No. 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments” (“ASU 2016-15”), and ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606)” (“ASU 2014-09”), there were no significant updates made to the Company’s significant accounting policies. Interest Rate Swap The Company follows the guidelines of Accounting Standards Codification (“ASC”) 815, “Derivatives and Hedging” (“ASC 815”), to account for interest rate swap derivative instruments as an accounting hedge. For interest rate swap derivative instruments designated as a cash flow hedge, the change in fair value of the derivative is reported as accumulated other comprehensive income (loss) (“AOCI”) and subsequently reclassified into interest expense in the period or periods when the hedged transaction affects earnings. The Company’s interest rate swap derivative instruments are model-derived valuations with directly or indirectly observable significant inputs such as interest rate and, therefore, classified as Level 2. Concentration of Credit Risk At March 31, 2019 and June 30, 2018 , the financial instruments which potentially expose the Company to concentration of credit risk consist of cash in financial institutions (in excess of federally insured limits), derivative instruments and trade receivables. The Company does not have any credit-risk related contingent features that would require it to post additional collateral in support of its net derivative liability positions. See Note 6. At March 31, 2019 and June 30, 2018 , none of the cash in the Company’s coffee-related derivative margin accounts was restricted. Further changes in commodity prices and the number of coffee-related derivative instruments held, could have a significant impact on cash deposit requirements under certain of the Company's broker and counterparty agreements. Approximately 33% and 20% of the Company’s trade accounts receivable balance was with five customers at March 31, 2019 and June 30, 2018 , 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 probable bad debt losses have been appropriately considered in establishing the allowance for doubtful accounts. Coffee Brewing Equipment and Service The Company capitalizes coffee brewing equipment and depreciates it over five years and reports the depreciation expense in cost of goods sold. See Note 10 . Further, the Company classifies certain expenses related to coffee brewing equipment provided to customers as cost of goods sold. These costs include the cost of servicing that equipment (including service employees’ salaries, cost of transportation and the cost of supplies and parts) and are considered directly attributable to the generation of revenues from its customers. Accordingly, such costs included in cost of goods sold in the accompanying unaudited condensed consolidated financial statements in the three months ended March 31, 2019 and 2018 were $12.7 million and $11.6 million , respectively. Coffee brewing costs included in cost of goods sold in the accompanying unaudited condensed consolidated financial statements in the nine months ended March 31, 2019 and 2018 were $ 34.0 million and $29.4 million , respectively. Revenue Recognition The Company’s significant accounting policy for revenue was updated as a result of the adoption of ASU 2014-09. The Company recognizes revenue in accordance with the five-step model prescribed by ASU 2014-09 in which the Company evaluates the transfer of promised goods or services and recognizes revenue when its customer obtains control of promised goods or services in an amount that reflects the consideration which the Company expects to be entitled to receive in exchange for those goods or services. To determine revenue recognition for the arrangements that the Company determines are within the scope of ASU 2014-09, the Company performs the following five steps: (1) identify the contract(s) with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue when (or as) the entity satisfies a performance obligation. See Note 21 . Shipping and Handling Costs The Company’s shipping and handling costs are included in both cost of goods sold and selling expenses, depending on the nature of such costs. Shipping and handling costs included in cost of goods sold reflect inbound freight of raw materials and finished goods, and product loading and handling costs at the Company’s production facilities to the distribution centers and branches. Shipping and handling costs included in selling expenses consist primarily of those costs associated with moving finished goods to customers. Shipping and handling costs that were recorded as a component of the Company's selling expenses were $2.4 million and $4.2 million , respectively, in the three months ended March 31, 2019 and 2018 . Shipping and handling costs that were recorded as a component of the Company's selling expenses were $9.0 million and $9.3 million , respectively, in the nine months ended March 31, 2019 and 2018 . Effective June 30, 2018, the Company implemented a change in accounting principle for freight costs incurred to transfer goods from a distribution center to a branch warehouse and warehousing overhead costs incurred to store and ready goods prior to their sale, and made certain corrections relating to the classification of allied freight, overhead variances and purchase price variances (“PPVs”) from expensing such costs as incurred within selling expenses to capitalizing such costs as inventory and expensing through cost of goods sold. See Note 3 . Pension Plans The Company’s defined benefit pension plans are not admitting new participants, therefore, changes to pension liabilities are primarily due to market fluctuations of investments for existing participants and changes in interest rates. The Company’s defined benefit pension plans are accounted for using the guidance of ASC 710, “Compensation-General“ and ASC 715, “Compensation-Retirement Benefits“ and are measured as of the end of the fiscal year. The Company recognizes the overfunded or underfunded status of a defined benefit pension plan as an asset or liability on its condensed consolidated balance sheets. Changes in the funded status are recognized through AOCI, in the year in which the changes occur. The Company recognizes pension settlements when payments from the plan exceed the sum of service and interest cost components of net periodic pension cost associated with the plan for the fiscal year. See Note 12 . The Company’s significant accounting policy for pension plans was updated as a result of the adoption of ASU 2017-07, which impacted the presentation of the components of net periodic benefit cost in the condensed consolidated statements of income. Net periodic benefit cost, other than the service cost component, is retrospectively included in “Interest expense” and “Other, net” in the condensed consolidated statements of income. Recently Adopted Accounting Standards In March 2018, the Financial Accounting Standards Board ("FASB") issued ASU 2018-05 which amends ASC 740, “Income Taxes,” to provide guidance on accounting for the tax effects of the Tax Cuts and Jobs Act enacted on December 22, 2017 (the “Tax Act”) pursuant to Staff Accounting Bulletin No. 118, “Income Tax Accounting Implications of the Tax Cuts and Jobs Act” (“SAB 118”), which provides guidance on accounting for the tax effects of the Tax Act. Under SAB 118, companies are able to record a reasonable estimate of the impact of the Tax Act if one is able to be determined and report it as a provisional amount during the measurement period. The measurement period is not to extend beyond one year from the enactment date. The Company finalized its assessment of the income tax effects of the Tax Act in the second quarter of fiscal 2019. See Note 18 . In March 2017, the FASB issued ASU 2017-07 to amend the requirements in GAAP related to the income statement presentation of the components of net periodic benefit cost for an entity’s sponsored defined benefit pension and other postretirement plans. Under ASU 2017-07, an entity must disaggregate and present the service cost component of net periodic benefit cost in the same income statement line items as other employee compensation costs arising from services rendered during the period, and only the service cost component will be eligible for capitalization. Other components of net periodic benefit cost must be presented separately from the line items that include the service cost. The guidance in ASU 2017-07 is effective for annual periods beginning after December 15, 2017, including interim periods within those fiscal years. Entities are required to use a retrospective transition method to adopt the requirement for separate income statement presentation of the service cost and other components, and a prospective transition method to adopt the requirement to limit the capitalization of benefit cost to the service component. The Company adopted ASU 2017-07 beginning July 1, 2018 using a retrospective transition method to reclassify net periodic benefit cost, other than the service component, from “Cost of goods sold,” “Selling expenses” and “General and administrative expenses” to “Interest expense” and “Other, net” in the condensed consolidated statements of income. Accordingly, “Interest expense” increased by $1.4 million and $1.6 million for the three months ended March 31, 2019 and 2018 , respectively, and “Other, net” increased by $1.4 million and $1.7 million in the three months ended March 31, 2019 and 2018 , respectively. “Interest expense” increased by $4.7 million and $4.9 million for the nine months ended March 31, 2019 and 2018 , respectively, and “Other, net” increased by $4.9 million and $5.0 million in the nine months ended March 31, 2019 and 2018 , respectively. See Note 3 and Note 6 . In the fiscal years ended June 30, 2018 and 2017, “Interest expense” increased by $6.6 million and $6.4 million , respectively, and “Other, net” increased by $6.7 million and $6.8 million , respectively, due to reclassifications of net periodic benefit cost, other than the service component, as a result of adopting ASU 2017-07. In January 2017, the FASB issued ASU 2017-01 to clarify the definition of a business. The objective of adding the guidance is to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of businesses and provide a screen to determine when an integrated set of assets and activities (collectively referred to as a “set”) is not a business. If the screen is not met, the amendments (1) require that to be considered a business, a set must include, at a minimum, an input and a substantive process that together significantly contribute to the ability to create output and (2) remove the evaluation of whether a market participant could replace the missing elements. The guidance in ASU 2017-01 is effective for public business entities for annual periods beginning after December 15, 2017, including interim periods within those fiscal years, and should be applied prospectively. The Company adopted ASU 2017-01 beginning July 1, 2018. The Company will apply the new guidance to all applicable transactions after the adoption date. In November 2016, the FASB issued ASU 2016-18 that requires a statement of cash flows to explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. As a result, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The amendments do not provide a definition of restricted cash or restricted cash equivalents. An entity with a material balance of restricted cash and restricted cash equivalents must disclose information about the nature of the restrictions. The guidance in ASU 2016-18 is effective for public business entities for annual periods beginning after December 15, 2017, including interim periods within those fiscal years. The Company adopted ASU 2016-18 beginning July 1, 2018. In August 2016, the FASB issued ASU 2016-15 to address certain issues where diversity in practice was identified in classifying certain cash receipts and cash payments based on the guidance in ASC 230, “Statement of Cash Flows” (“ASC 230”). ASC 230 is principles based and often requires judgment to determine the appropriate classification of cash flows as operating, investing or financing activities. The application of judgment has resulted in diversity in how certain cash receipts and cash payments are classified. Certain cash receipts and cash payments may have aspects of more than one class of cash flows. ASU 2016-15 clarifies that an entity will first apply any relevant guidance in ASC 230 and in other applicable topics. If there is no guidance that addresses those cash receipts and cash payments, an entity will determine each separately identifiable source or use and classify the receipt or payment based on the nature of the cash flow. If a receipt or payment has aspects of more than one class of cash flows and cannot be separated, classification will depend on the predominant source or use. The guidance in ASU 2016-15 is effective for public business entities for annual periods beginning after December 15, 2017, including interim periods within those fiscal years. The Company adopted ASU 2016-15 beginning July 1, 2018. Adoption of ASU 2016-15 did not have a material effect on the results of operations, financial position or cash flows of the Company. In May 2014, the FASB issued ASU 2014-09 to amend the accounting guidance which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. ASU 2014-09 replaces most existing revenue recognition guidance in GAAP. The standard's core principle is that a company will recognize revenue when it transfers promised goods or services to a customer in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. In 2015 and 2016, the FASB issued additional ASUs related to ASU 2014-09 that delayed the effective date of the guidance and clarified various aspects of the new revenue guidance, including principal versus agent considerations, identification of performance obligations, and accounting for licenses, and included other improvements and practical expedients. ASU 2014-09 is effective for public business entities for annual reporting periods beginning after December 31, 2017, including interim periods within those fiscal years. The Company adopted ASU 2014-09 beginning July 1, 2018 using the modified retrospective method for all contracts not completed as of the date of adoption. Adoption of ASU 2014-09 did not have a material effect on the results of operations, financial position or cash flows of the Company. The Company has included expanded disclosures in this report related to revenue recognition in order to comply with ASU 2014-09. See Note 21 . New Accounting Pronouncements 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. The guidance in ASU 2018-15 is effective for public business entities for annual periods beginning after December 15, 2019, and interim periods within those fiscal years, and is effective for the Company beginning July 1, 2020. Early adoption is permitted, including adoption in any interim period. The Company is currently evaluating the impact ASU 2018-15 will have on its consolidated financial statements. 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 disclosure of other accounting and reporting requirements related to single-employer defined benefit pension or other postretirement benefit plans. The guidance in ASU 2018-14 is effective for public business entities for annual periods beginning after December 15, 2020, and is effective for the Company beginning July 1, 2021. Early adoption is permitted. The Company is currently evaluating the impact ASU 2018-14 will have on its consolidated financial statements. In August 2018, the FASB issued ASU No. 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement” (“ASU 2018-13”). ASU 2018-13 improves the effectiveness of fair value measurement disclosures and modifies the disclosure requirements on fair value measurements, including the consideration of costs and benefits. The guidance in ASU 2018-13 is effective for annual periods beginning after December 15, 2019, and interim periods within those fiscal years, and is effective for the Company beginning July 1, 2020. Early adoption is permitted. The Company is currently evaluating the impact ASU 2018-13 will have on its consolidated financial statements. In February 2018, the FASB issued ASU No. 2018-02, “Income Statement—Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income” (“ASU 2018-02”). ASU 2018-02 allows a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Act and requires certain disclosures about stranded tax effects. The guidance in ASU 2018-02 is effective for annual periods beginning after December 15, 2018, and interim periods within those fiscal years, and is effective for the Company beginning July 1, 2019 and should be applied either in the period of adoption or retrospectively. Early adoption is permitted. The Company is currently evaluating the impact ASU 2018-02 will have on its consolidated financial statements. In January 2017, the FASB issued ASU No. 2017-04, “Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment” (“ASU 2017-04”). The amendments in ASU 2017-04 address concerns regarding the cost and complexity of the two-step goodwill impairment test, and remove the second step of the test. An entity will apply a one-step quantitative test and record the amount of goodwill impairment as the excess of a reporting unit’s carrying amount over its fair value, not to exceed the total amount of goodwill allocated to the reporting unit. ASU 2017-04 does not amend the optional qualitative assessment of goodwill impairment. The guidance in ASU 2017-04 is effective for annual and interim goodwill impairment tests in fiscal years beginning after December 15, 2019, and is effective for the Company beginning July 1, 2020. Adoption of ASU 2017-04 is not expected to have a material effect on the results of operations, financial position or cash flows of the Company. In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842)” (“ASU 2016-02”), which introduces a new lessee model that brings substantially all leases onto the balance sheet. Under the new guidance, lessees are required to recognize a lease liability, which represents the discounted obligation to make future minimum lease payments and a related right-of-use asset. In July 2018, the FASB issued ASU No. 2018-10, “Codification Improvements to Topic 842, Leases,” and ASU No. 2018-11, “Leases (Topic 842): Targeted Improvements,” which provide additional guidance to consider when implementing ASU 2016-02. For public business entities, ASU 2016-02 is effective for financial statements issued for annual periods beginning after December 15, 2018, and interim periods within those annual periods. Early application is permitted. ASU 2016-02 is effective for the Company beginning July 1, 2019. The Company is currently identifying and compiling all leases and right–of–use terms to evaluate the impact of this guidance on its condensed consolidated financial statements, information systems, business processes, and financial statement disclosures. The Company expects the adoption will have a material effect on the Company’s financial position resulting from the increase in assets and liabilities as well as additional disclosures. |
Restructuring Plans
Restructuring Plans | 9 Months Ended |
Mar. 31, 2019 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Plans | Restructuring Plans Corporate Relocation Plan On February 5, 2015, the Company announced a plan (the “Corporate Relocation Plan”) to close its Torrance, California facility (the “Torrance Facility”) and relocate its corporate headquarters, product development lab, and manufacturing and distribution operations from Torrance, California to a new facility in Northlake, Texas (the “New Facility”). Approximately 350 positions were impacted as a result of the Torrance Facility closure. The Company’s decision resulted from a comprehensive review of alternatives designed to make the Company more competitive and better positioned to capitalize on growth opportunities. In the nine months ended March 31, 2019 , the Company incurred $3.4 million in restructuring and other transition expenses associated with the assessment by the Western Conference of Teamsters Pension Trust (the “WCT Pension Trust”) of the Company’s share of the Western Conference of Teamsters Pension Plan (the “WCTPP”) unfunded benefits due to the Company’s partial withdrawal from the WCTPP as a result of employment actions taken by the Company in 2016 in connection with the Corporate Relocation Plan (see Note 12 ), of which the Company has paid $1.3 million and has outstanding contractual obligations of $2.1 million as of March 31, 2019 . Since the adoption of the Corporate Relocation Plan through March 31, 2019 , the Company has recognized a total of $35.2 million in aggregate cash costs including $17.4 million in employee retention and separation benefits, $3.4 million in pension withdrawal liability, $7.0 million in facility-related costs related to the temporary office space, costs associated with the move of the Company’s headquarters, relocation of the Company’s Torrance operations and certain distribution operations and $7.4 million in other related costs. The Company also recognized from inception through March 31, 2019 non-cash depreciation expense of $2.3 million associated with the Torrance production facility resulting from the consolidation of coffee production operations with the Houston and Portland production facilities and $1.4 million in non-cash rent expense recognized in the sale-leaseback of the Torrance Facility. Direct Store Delivery (“DSD”) Restructuring Plan On February 21, 2017 , the Company announced a restructuring plan to reorganize its DSD operations in an effort to realign functions into a channel-based selling organization, streamline operations, acquire certain channel specific expertise, and improve selling effectiveness and financial results (the “DSD Restructuring Plan”). The strategic decision to undertake the DSD Restructuring Plan resulted from an ongoing operational review of various initiatives within the DSD selling organization. The Company expects to complete the DSD Restructuring Plan by the end of fiscal 2019. The Company estimates that it will recognize approximately $4.9 million of pre-tax restructuring charges by the end of fiscal 2019 consisting of approximately $2.7 million in employee-related costs and contractual termination payments, including severance, prorated bonuses for bonus eligible employees and outplacement services, and $2.2 million in other related costs, including legal, recruiting, consulting, other professional services, and travel. The Company may also incur other charges not currently contemplated due to events that may occur as a result of, or associated with, the DSD Restructuring Plan. The Company incurred expenses related to the DSD Restructuring Plan in the amounts of $0.1 million and $0 in employee-related costs, and $1,500 and $0.1 million in other related costs for three months ended March 31, 2019 and 2018 , respectively, and $1.3 million and $24,000 in employee-related costs and $0.2 million and $0.3 million in other related costs for the nine months ended March 31, 2019 and 2018 , respectively. Since the adoption of the DSD Restructuring Plan through March 31, 2019 , the Company has recognized a total of $4.5 million in aggregate cash costs including $2.6 million in employee-related costs, and $1.9 million in other related costs. As of March 31, 2019 , the Company had paid a total of $4.4 million of these costs, and had a balance of $0.1 million in DSD Restructuring Plan-related liabilities on the Company’s condensed consolidated balance sheet. The remaining costs to be incurred for the remainder of fiscal 2019 are not expected to be material. |
Acquisition
Acquisition | 9 Months Ended |
Mar. 31, 2019 | |
Business Combinations [Abstract] | |
Acquisition | Acquisitions Boyd Coffee Company On October 2, 2017 (“Closing Date”), the Company acquired substantially all of the assets and certain specified liabilities of Boyd Coffee Company (“Boyd Coffee” or “Seller”), a coffee roaster and distributor with a focus on restaurants, hotels, and convenience stores on the West Coast of the United States. The acquired business of Boyd Coffee (the “Boyd Business”) is expected to add to the Company’s product portfolio, improve the Company’s growth potential, deepen the Company’s distribution footprint, and increase the Company’s capacity utilization at its production facilities. At closing, as consideration for the purchase, the Company paid the Seller $38.9 million in cash from borrowings under its senior secured revolving credit facility (see Note 13 ) and issued to Boyd Coffee 14,700 shares of the Company’s Series A Convertible Participating Cumulative Perpetual Preferred Stock, par value $1.00 per share (“Series A Preferred Stock”), with a fair value of $11.8 million as of the Closing Date. Additionally, the Company held back $3.2 million in cash (“Holdback Cash Amount”) and 6,300 shares of Series A Preferred Stock (“Holdback Stock”) with a fair value of $4.8 million as of the Closing Date, for the satisfaction of any post-closing working capital adjustment and to secure the Seller’s (and the other seller parties’) indemnification obligations under the purchase agreement. In addition to the Holdback Cash, as part of the consideration for the purchase, at closing the Company held back $1.1 million in cash (the “Multiemployer Plan Holdback”) to pay, on behalf of the Seller, any assessment of withdrawal liability made against the Seller following the Closing Date in respect of the Seller’s multiemployer pension plan, which amount was recorded on the Company’s consolidated balance sheet in “Other long-term liabilities" at June 30, 2018. See Note 17 . On January 8, 2019, the Seller notified the Company of the assessment of $0.5 million in withdrawal liability against the Seller, which the Company timely paid from the Multiemployer Plan Holdback during the three months ended March 31, 2019. The Company has applied the remaining amount of the Multiemployer Plan Holdback of $0.5 million towards satisfaction of the Seller’s post-closing net working capital deficiency under the Asset Purchase Agreement as of March 31, 2019 as described below. The acquisition was accounted for as a business combination. The fair value of consideration transferred was allocated to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values on the acquisition date, with the remaining unallocated amount recorded as goodwill. The fair value of consideration transferred reflected the Company’s best estimate of the post-closing net working capital adjustment of $8.1 million due to the Company at June 30, 2018 when the purchase price allocation was finalized. On January 23, 2019, PricewaterhouseCoopers LLP (“PwC”), as the “Independent Expert” designated under the Asset Purchase Agreement to resolve working capital disputes, issued its determination letter with respect to adjustments to working capital. The post-closing net working capital adjustment, as determined by the Independent Expert, was $6.3 million due to the Company. As of March 31, 2019 the Company satisfied the $6.3 million amount by applying the remaining amount of the Multiemployer Plan Holdback of $0.5 million , retaining all of the Holdback Cash Amount of $3.2 million and canceling 4,630 shares of Holdback Stock with a fair value of $2.3 million based on the stated value and deemed conversion price under the Asset Purchase Agreement. The Company has retained the remaining 1,670 shares of the Holdback Stock pending satisfaction of certain indemnification claims against the Seller following which the remaining Holdback Stock, if any, will be released to the Seller. The following table summarizes the final allocation of consideration transferred as of the acquisition date: (In thousands) Fair Value Estimated Useful Life (years) Cash paid $ 38,871 Holdback Cash Amount 3,150 Multiemployer Plan Holdback 1,056 Fair value of Series A Preferred Stock (14,700 shares)(1) 11,756 Fair value of Holdback Stock (6,300 shares)(1) 4,825 Estimated post-closing net working capital adjustment (8,059 ) Total consideration $ 51,599 Accounts receivable $ 7,503 Inventory 9,415 Prepaid expense and other assets 1,951 Property, plant and equipment 4,936 Goodwill 25,395 Intangible assets: Customer relationships 16,000 10 Trade name/trademark—indefinite-lived 3,100 Accounts payable (15,080 ) Other liabilities (1,621 ) Total consideration $ 51,599 ______________ (1) Fair value of Series A Preferred Stock and Holdback Stock as of the Closing Date, estimated as the sum of (a) the present value of the dividends payable thereon and (b) the stated value of the Series A Preferred Stock or Holdback Stock, as the case may be, adjusted for both the conversion premium and the discount for lack of marketability arising from conversion restrictions. In connection with this acquisition, the Company recorded goodwill of $25.4 million , which is deductible for tax purposes. The Company also recorded $16.0 million in finite-lived intangible assets that included customer relationships and $3.1 million in indefinite-lived intangible assets that included a trade name/trademark. The amortization period for the finite-lived intangible assets is 10.0 years. See Note 11 . The determination of the fair value of intangible assets acquired was primarily based on significant inputs not observable in an active market and thus represent Level 3 fair value measurements as defined under GAAP. The fair value assigned to the customer relationships was determined based on management's estimate of the retention rate utilizing certain benchmarks. Revenue and earnings projections were also significant inputs into estimating the value of customer relationships. The fair value assigned to the trade name/trademark was determined utilizing a multi-period excess earnings approach. Under the multi-period excess earnings approach, the fair value of the intangible asset is estimated to be the present value of future earnings attributable to the asset, and this method utilizes revenue and cost projections including an assumed contributory asset charge. The following table presents the net sales and income before taxes from the Boyd Business operations that are included in the Company’s condensed consolidated statements of operations for the three and nine months ended March 31, 2019 (unaudited): (In thousands) Three Months Ended Nine Months Ended March 31, 2019 March 31, 2019 Net sales $ 18,494 $ 63,079 Income before taxes $ 668 $ 4,884 The Company considers the acquisition to be material to the Company’s financial statements and has provided certain pro forma disclosures pursuant to ASC 805, “Business Combinations.” The following table sets forth certain unaudited pro forma financial results for the Company for the three and nine months ended March 31, 2019 and 2018, as if the acquisition of the Boyd Business was consummated on the same terms as of the first day of the applicable fiscal period. Three Months Ended March 31, Nine Months Ended March 31, 2019 2018 2019 2018 (In thousands) Net sales $ 146,679 $ 157,927 $ 453,892 $ 478,988 Loss before taxes $ (8,588 ) $ (3,514 ) $ (25,686 ) $ (2,029 ) The unaudited pro forma financial results for the Company are based on estimates and assumptions, which the Company believes are reasonable. These results are not necessarily indicative of the Company’s condensed consolidated statements of operations in future periods or the results that actually would have been realized had the Company acquired the Boyd Business during the periods presented. At closing, the parties entered into a transition services agreement where the Seller agreed to provide certain accounting, marketing, human resources, information technology, sales and distribution and other administrative support during a transition period of up to 12 months. The Company also entered into a co-manufacturing agreement with the Seller for a transition period of up to 12 months as the Company transitioned production into its plants. Amounts paid by the Company to the Seller for these services totaled $3.7 million in the nine months ended March 31, 2019 and $10.2 million and $19.4 million in the three and nine months ended March 31, 2018, respectively. The transition services and co-manufacturing agreements expired on October 2, 2018 and no amounts were paid under these agreements in the three months ended March 31, 2019 . The Company has incurred acquisition and integration costs related to the Boyd Business acquisition, consisting primarily of inventory mark downs, legal expenses, Boyd Coffee plant decommissioning and equipment relocation costs, and one-time payroll and benefit expenses, of $2.4 million and $1.6 million during the three months ended March 31, 2019 and 2018, respectively, and $6.1 million and $5.0 million during the nine months ended March 31, 2019 and 2018, respectively. These expenses are included in cost of goods sold and operating expenses in the Company's condensed consolidated statements of operations. |
Derivative Instruments
Derivative Instruments | 9 Months Ended |
Mar. 31, 2019 | |
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 2018 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, 2019 and June 30, 2018 : (In thousands) March 31, 2019 June 30, 2018 Derivative instruments designated as cash flow hedges: Long coffee pounds 35,213 40,913 Derivative instruments not designated as cash flow hedges: Long coffee pounds 4,394 2,546 Total 39,607 43,459 Coffee-related derivative instruments designated as cash flow hedges outstanding as of March 31, 2019 will expire within 21 months. 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 a swap transaction utilizing a notional amount of $80.0 million , with an effective date of April 11, 2019 and a maturity date of October 11, 2023 (the “Rate Swap”). 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 has designated the Rate Swap derivative instruments as a cash flow hedge. Interest rate swap derivative instruments designated as cash flow hedges outstanding as of March 31, 2019 will expire on October 11, 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 Designated as Cash Flow Hedges Derivative Instruments Not Designated as Accounting Hedges March 31, 2019 June 30, 2018 March 31, 2019 June 30, 2018 (In thousands) Financial Statement Location: Short-term derivative assets: Coffee-related derivative instruments(1) $ — $ — $ 4 $ — Interest rate swap derivative instruments $ 144 $ — $ — $ — Short-term derivative liabilities: Coffee-related derivative instruments $ 4,428 $ 3,081 $ 1,069 $ 219 Long-term derivative liabilities(2): Coffee-related derivative instruments $ 493 $ 386 $ — $ — Interest rate swap derivative instruments $ 221 $ — $ — $ — ________________ (1) Included in “Short-term derivative liabilities” on the Company’s condensed consolidated balance sheets. (2) 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 on coffee-related and interest rate swap derivative instruments designated as cash flow hedges, as recognized in AOCI and “Cost of goods sold” (prior period amounts have been retrospectively adjusted to reflect the impact of certain changes in accounting principles and corrections to previously issued financial statements as described in Note 3 ). Three Months Ended March 31, Nine Months Ended March 31, Financial Statement Classification (In thousands) 2019 2018 2019 2018 Net losses recognized in AOCI -Interest rate swap $ (78 ) $ — $ (78 ) $ — AOCI Net losses recognized in AOCI - Coffee-related $ (3,988 ) $ (3,265 ) $ (11,176 ) $ (5,718 ) AOCI Net (losses) gains recognized in earnings - Coffee-related $ (2,131 ) $ (588 ) $ (6,310 ) $ 573 Cost of Goods Sold For the three and nine months ended March 31, 2019 and 2018 , there were no gains or losses recognized in earnings as a result of excluding amounts from the assessment of hedge effectiveness or as a result of reclassifications to earnings following the discontinuance of any cash flow hedges. Net losses on derivative instruments in the Company’s condensed consolidated statements of cash flows also include net gains and losses on coffee-related derivative instruments designated as cash flow hedges reclassified to cost of goods sold from AOCI in the three and nine months ended March 31, 2019 and 2018 . Gains and losses on derivative instruments not designated as accounting hedges are included in “Other, net” in the Company’s condensed consolidated statements of operations and in “Net losses (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) 2019 2018 2019 2018 Net losses on coffee-related derivative instruments(1) $ (893 ) $ (444 ) $ (2,918 ) $ (537 ) Net gains on investments — — — 7 Non-operating pension and other postretirement benefit plans cost(2) 1,394 1,663 4,921 4,988 Other (losses) gains, net (6 ) 598 102 1,324 Other, net $ 495 $ 1,817 $ 2,105 $ 5,782 ___________ (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, 2019 and 2018 . (2) Presented in accordance with newly implemented ASU 2017-07. See Note 2 . 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, 2019 Derivative Assets $ 148 $ (148 ) $ — $ — Derivative Liabilities $ 6,211 $ (148 ) $ — $ 6,063 June 30, 2018 Derivative Assets $ — $ — $ — $ — Derivative Liabilities $ 3,686 $ — $ — $ 3,686 Cash Flow Hedges Changes in the fair value of the Company’s coffee-related derivative instruments designated as cash flow hedges, to the extent effective, are deferred in AOCI and reclassified into cost of goods sold in the same period or periods in which the hedged forecasted purchases affect earnings, or when it is probable that the hedged forecasted transaction will not occur by the end of the originally specified time period. Based on recorded values at March 31, 2019 , $11.6 million of net losses on coffee-related derivative instruments designated as cash flow hedges are expected to be reclassified into cost of goods sold within the next twelve months. These recorded values are based on market prices of the commodities as of March 31, 2019 . Due to the volatile nature of commodity prices, actual gains or losses realized within the next twelve months will likely differ from these values. At March 31, 2019 and June 30, 2018 approximately 89% and 94% , respectively, of the Company's outstanding coffee-related derivative instruments were designated as cash flow hedges. For interest rate swap derivative instruments designated as a cash flow hedge, the change in fair value of the derivative is reported in AOCI and subsequently reclassified into interest expense in the period or periods when the hedged transaction affects earnings. As of March 31, 2019 , $0.1 million of net gains on interest rate swap are expected to be reclassified into interest expense within the next twelve months assuming no significant changes in the LIBOR rates. Due to LIBOR volatility, actual gains or losses realized within the next twelve months will likely differ from these values. At March 31, 2019 all of the Company's outstanding interest rate swap derivative instruments were designated as cash flow hedges. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Mar. 31, 2019 | |
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, 2019 Derivative instruments designated as cash flow hedges: Interest rate swap derivative assets(1) $ 144 $ — $ 144 $ — Coffee-related derivative liabilities(2) $ 4,921 $ — $ 4,921 $ — Interest rate swap derivative liabilities $ 221 $ — $ 221 $ — Derivative instruments not designated as accounting hedges: Coffee-related derivative assets(2) $ 4 $ — $ 4 $ — Coffee-related derivative liabilities(2) $ 1,069 $ — $ 1,069 $ — (In thousands) Total Level 1 Level 2 Level 3 June 30, 2018 Derivative instruments designated as cash flow hedges: Coffee-related derivative liabilities(2) $ 3,467 $ — $ 3,467 $ — Derivative instruments not designated as accounting hedges: Coffee-related derivative liabilities(2) $ 219 $ — $ 219 $ — ____________________ (1) The Company’s interest rate swap derivative instruments are model-derived valuations with directly or indirectly observable significant inputs such as interest rate and, therefore, classified as Level 2. (2) The Company’s coffee-related derivative instruments are traded over-the-counter and, therefore, classified as Level 2. |
Accounts Receivable, net
Accounts Receivable, net | 9 Months Ended |
Mar. 31, 2019 | |
Receivables [Abstract] | |
Accounts Receivable, net | Accounts Receivable, Net (In thousands) March 31, 2019 June 30, 2018 Trade receivables $ 64,975 $ 54,547 Other receivables(1) 2,450 4,446 Allowance for doubtful accounts (1,670 ) (495 ) Accounts receivable, net $ 65,755 $ 58,498 __________ (1) Includes vendor rebates and other non-trade receivables. The $1.2 million increase in the allowance for doubtful accounts during the nine months ended March 31, 2019 was due to bad debt expense of $1.9 million associated with an increase in aging receivables offset by net accounts receivable write-offs of $0.7 million . |
Inventories
Inventories | 9 Months Ended |
Mar. 31, 2019 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories (In thousands) March 31, 2019 June 30, 2018 Coffee Processed $ 27,955 $ 26,882 Unprocessed 39,172 37,097 Total $ 67,127 $ 63,979 Tea and culinary products Processed $ 27,800 $ 32,406 Unprocessed 80 1,161 Total $ 27,880 $ 33,567 Coffee brewing equipment parts $ 5,363 $ 6,885 Total inventories $ 100,370 $ 104,431 In addition to product cost, inventory costs include expenditures such as direct labor and certain supply, freight, warehousing, overhead variances, PPVs and other expenses incurred in bringing the inventory to its existing condition and location. See Note 3 . The “Unprocessed” inventory values as stated in the above table represent the value of raw materials and the “Processed” inventory values represent all other products consisting primarily of finished goods. |
Property, Plant and Equipment
Property, Plant and Equipment | 9 Months Ended |
Mar. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property, Plant and Equipment (In thousands) March 31, 2019 June 30, 2018 Buildings and facilities $ 108,697 $ 108,590 Machinery and equipment 247,073 231,581 Equipment under capital leases 1,369 1,408 Capitalized software 26,733 24,569 Office furniture and equipment 13,839 13,721 $ 397,711 $ 379,869 Accumulated depreciation (222,679 ) (209,498 ) Land 16,218 16,218 Property, plant and equipment, net $ 191,250 $ 186,589 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 9 Months Ended |
Mar. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets There were no changes to the carrying value of goodwill in the nine months ended March 31, 2019 . The carrying value of goodwill at March 31, 2019 and June 30, 2018 was $36.2 million . The following is a summary of the Company’s amortized and unamortized intangible assets other than goodwill: March 31, 2019 June 30, 2018 (In thousands) Gross Carrying Amount Accumulated Amortization Gross Carrying Amount Accumulated Amortization Amortized intangible assets: Customer relationships $ 33,003 $ (14,694 ) $ 33,003 $ (12,903 ) Non-compete agreements 220 (111 ) 220 (81 ) Recipes 930 (321 ) 930 (221 ) Trade name/brand name 510 (337 ) 510 (271 ) Total amortized intangible assets $ 34,663 $ (15,463 ) $ 34,663 $ (13,476 ) Unamortized intangible assets: Trademarks, trade names and brand name with indefinite lives $ 10,328 $ — $ 10,328 $ — Total unamortized intangible assets $ 10,328 $ — $ 10,328 $ — Total intangible assets $ 44,991 $ (15,463 ) $ 44,991 $ (13,476 ) Aggregate amortization expense for the three months ended March 31, 2019 and 2018 was $0.7 million and $0.3 million , respectively. Aggregate amortization expense for the nine months ended March 31, 2019 and 2018 was $2.0 million and $1.7 million , respectively. The Company performed its annual test of impairment as of January 31, 2019, to determine the recoverability of the carrying values of goodwill and indefinite-lived intangible assets. The Company also assessed the recoverability of certain finite-lived intangible assets. No impairment was recorded for the three and nine months ended March 31, 2019 as a result of the Company’s annual test of impairment. |
Employee Benefit Plans
Employee Benefit Plans | 9 Months Ended |
Mar. 31, 2019 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plans | Employee Benefit Plans The Company provides benefit plans for full-time employees who work 30 hours or more per week, including 401(k), health and other welfare benefit plans and, in certain circumstances, pension benefits. Generally, the plans provide health benefits after 30 days and other retirement benefits based on years of service and/or a combination of years of service and earnings. In addition, the Company contributes to two multiemployer defined benefit pension plans, one multiemployer defined contribution pension plan and nine multiemployer defined contribution plans other than pension plans that provide medical, vision, dental and disability benefits for active, union-represented employees subject to collective bargaining agreements. In addition, the Company sponsors a postretirement defined benefit plan that covers qualified non-union retirees and certain qualified union retirees and provides retiree medical coverage and, depending on the age of the retiree, dental and vision coverage. The Company also provides a postretirement death benefit to certain of its employees and retirees. The Company is required to recognize the funded status of a benefit plan in its consolidated balance sheets. The Company is also required to recognize in other comprehensive income (“OCI”) certain gains and losses that arise during the period but are deferred under pension accounting rules. Single Employer Pension Plans As of March 31, 2019 , the Company has two defined benefit pension plans for certain employees (the “Brewmatic Plan” and the “Hourly Employees’ Plan”). Effective October 1, 2016, the Company froze benefit accruals and participation in the Hourly Employees’ Plan. After the plan freeze, participants do not accrue any benefits under the plan, and new hires are not eligible to participate in the plan. Effective December 1, 2018 the Company amended and terminated the Farmer Bros. Co. Pension Plan for Salaried Employees (the “Farmer Bros. Plan”), a defined benefit pension plan for Company employees hired prior to January 1, 2010 who were not covered under a collective bargaining agreement. The Company previously amended the Farmer Bros. Plan, freezing the benefit for all participants effective June 30, 2011. Immediately prior to the termination of the Farmer Bros. Plan, the Company spun off the benefit liability and obligations, and all allocable assets for all retirement plan benefits of certain active employees with accrued benefits in excess of $25,000 , retirees and beneficiaries currently receiving benefit payments under the Farmer Bros. Plan, and former employees who have deferred vested benefits under the Farmer Bros. Plan, to the Brewmatic Plan. Upon termination of the Farmer Bros. Plan, all remaining plan participants elected to receive a distribution of his/her entire accrued benefit under the Farmer Bros. Plan in a single cash lump sum or an individual insurance company annuity contract, in either case, funded directly by Farmer Bros. Plan assets. Termination of the Farmer Bros. Plan triggered re-measurement and settlement of the Farmer Bros. Plan and re-measurement of the Brewmatic Plan. As a result of the distributions to the remaining plan participants of the Farmer Bros. Plan, the Company reduced its overall pension projected benefit obligation by approximately $24.4 million as of December 31, 2018 and recognized a non-cash pension settlement charge of $ 10.9 million in the nine months ended March 31, 2019 . At December 31, 2018, the new projected benefit obligation and fair value of plan assets for the Brewmatic Plan were $114.1 million and $67.4 million , respectively, resulting in a net underfunded status of $46.7 million . This represents a $6.7 million increase from the net underfunded status of the Farmer Bros. Plan and Brewmatic Plan as of June 30, 2018 primarily due to actual losses recognized on plan assets during the six months ended December 31, 2018. The Hourly Employees’ Plan was not impacted by this transaction. The net periodic benefit cost for the defined benefit pension plans is as follows: Three Months Ended March 31, Nine Months Ended March 31, 2019 2018 2019 2018 (In thousands) Service cost $ — $ — $ — $ — Interest cost 1,173 1,432 4,025 4,296 Expected return on plan assets (1,126 ) (1,456 ) (4,096 ) (4,368 ) Amortization of net loss(1) 380 418 1,120 1,254 Pension settlement charge — — 10,948 — Net periodic benefit cost $ 427 $ 394 $ 11,997 $ 1,182 ___________ (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. On July 1, 2018, the Company adopted ASU 2017-07, which impacted the presentation of the components of net periodic benefit cost in the condensed consolidated statements of income. Net periodic benefit cost, other than the service cost component, is retrospectively included in “Interest expense” and “Other, net” in the condensed consolidated statements of income. See Note 2 . Weighted-Average Assumptions Used to Determine Net Periodic Benefit Cost Fiscal 2019 2018 Discount rate 4.10% 3.80% Expected long-term return on plan assets 6.75% 6.75% Basis Used to Determine Expected Long-Term Return on Plan Assets The expected long-term return on plan assets assumption was developed as a weighted average rate based on the target asset allocation of the plan and the Long-Term Capital Market Assumptions (“CMA”) 2016. The capital market assumptions were developed with a primary focus on forward-looking valuation models and market indicators. The key fundamental economic inputs for these models are future inflation, economic growth, and interest rate environment. Due to the long-term nature of the pension obligations, the investment horizon for the CMA 2016 is 20 to 30 years. In addition to forward-looking models, historical analysis of market data and trends was reflected, as well as the outlook of recognized economists, organizations and consensus CMA from other credible studies. Multiemployer Pension Plans The Company participates in two multiemployer defined benefit pension plans that are union sponsored and collectively bargained for the benefit of certain employees subject to collective bargaining agreements, of which the WCTPP is individually significant. The Company makes contributions to these plans generally based on the number of hours worked by the participants in accordance with the provisions of negotiated labor contracts. The risks of participating in multiemployer pension plans are different from single-employer plans in that: (i) assets contributed to a multiemployer plan by one employer may be used to provide benefits to employees of other participating employers; (ii) if a participating employer stops contributing to the plan, the unfunded obligations of the plan may be borne by the remaining participating employers; and (iii) if the Company stops participating in the multiemployer plan, the Company may be required to pay the plan an amount based on the underfunded status of the plan, referred to as a withdrawal liability. The Company received a letter dated July 10, 2018 from the WCT Pension Trust assessing withdrawal liability against the Company for a share of the WCTPP unfunded vested benefits, on the basis claimed by the WCT Pension Trust that employment actions by the Company in 2016 in connection with the Corporate Relocation Plan constituted a partial withdrawal from the WCTPP. The Company agreed with the WCT Pension Trust’s assessment of pension withdrawal liability in the amount of $3.4 million , including interest, which is payable in 17 monthly installments of $190,507 followed by a final monthly installment of $153,822 , commencing September 10, 2018. At March 31, 2019 the Company had $2.1 million on its condensed consolidated balance sheet relating to this obligation in “Accrued payroll expenses.” In fiscal 2012, the Company withdrew from the Local 807 Labor-Management Pension Fund (“Local 807 Pension Fund”) and recorded a charge of $4.3 million associated with withdrawal from this plan, representing the present value of the estimated withdrawal liability expected to be paid in quarterly installments of $0.1 million over 80 quarters. On November 18, 2014, the Local 807 Pension Fund sent the Company a notice of assessment of withdrawal liability in the amount of $4.4 million , which the Local 807 Pension Fund adjusted to $4.9 million on January 5, 2015. In April 2015, the Company commenced quarterly installment payments to the Local 807 Pension Fund of $91,000 pending the final settlement of the liability. The Company recorded $3.8 million in “Other current liabilities” on its consolidated balance sheet at June 30, 2018 representing the present value of the Company’s estimated withdrawal liability at June 30, 2018. During the three months ended December 31, 2018, the parties agreed to settle the Company’s remaining withdrawal liability to the Local 807 Pension Fund for a lump sum cash settlement payment of $3.0 million plus two remaining installment payments of $91,000 due on or before October 1, 2034 and on or before January 1, 2035. As of March 31, 2019 , the Company has paid the Local 807 Pension Fund $3.0 million and has accrued $0.2 million within “Accrued pension liabilities” on the Company’s condensed consolidated balance sheet. Future collective bargaining negotiations may result in the Company withdrawing from the remaining multiemployer pension plans in which it participates and, if successful, the Company may incur a withdrawal liability, the amount of which could be material to the Company’s results of operations and cash flows. Multiemployer Plans Other Than Pension Plans The Company participates in nine multiemployer defined contribution plans other than pension plans that provide medical, vision, dental and disability benefits for active, union-represented employees subject to collective bargaining agreements. The plans are subject to the provisions of the Employee Retirement Income Security Act of 1974, and provide that participating employers make monthly contributions to the plans in an amount as specified in the collective bargaining agreements. Also, the plans provide that participants make self-payments to the plans, the amounts of which are negotiated through the collective bargaining process. The Company’s participation in these plans is governed by collective bargaining agreements which expire on or before June 30, 2022. 401(k) Plan The Company’s 401(k) Plan is available to all eligible employees. 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. For the calendar years 2018 and 2017, the Company’s Board of Directors approved a Company matching contribution for eligible employees who worked more than 1,000 hours during the calendar year and who were employed at the end of the calendar year or, in the case of calendar year 2018, who were active participants in the plan at any time during the plan year and who were terminated in connection with certain reductions-in-force that occurred during 2018, of 50% of an employee’s annual contribution to the 401(k) Plan, up to 6% of the employee’s eligible income. For employees subject to a collective bargaining agreement, the match was only available if so provided in the labor agreement. The matching contributions (and any earnings thereon) vest at the rate of 20% for each of the participant’s first 5 years of vesting service, so that a participant is fully vested in his or her matching contribution account after 5 years of vesting service, subject to accelerated vesting under certain circumstances in connection with the Corporate Relocation Plan due to the closure of the Company’s Torrance Facility, a reduction-in-force at another Company facility designated by the Administrative Committee of the Farmer Bros. Co. Qualified Employee Retirement Plans (the “Administrative Committee”), or in connection with certain reductions-in-force that occurred during 2017 and 2018. A participant is automatically vested in the Company’s matching contribution in the event of death, disability or attainment of age 65 while employed by the Company. The Company recorded matching contributions of $0.7 million and $0.5 million in operating expenses in the three months ended March 31, 2019 and 2018 . The Company recorded matching contributions of $1.6 million and $1.5 million in operating expenses in the nine months ended March 31, 2019 and 2018 . In second quarter of fiscal 2019, the Company amended and restated the 401(k) Plan effective January 1, 2019 to, among other things, provide for: (i) 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; (ii) an elective matching contribution for non-collectively bargained employees and certain union-represented employees equal to 100% of the first 3% of such eligible participant’s tax-deferred contributions to the 401(k) Plan; and (iii) profit-sharing contributions at the Company’s discretion. Participants are immediately vested in their contributions, the safe harbor non-elective contributions, the employer’s elective matching contributions, and the employer’s discretionary contributions. During the three and nine months March 31, 2019 , the Company contributed a total of 37,571 shares of the Company’s common stock to eligible participants’ annual plan compensation. During the three and nine months ended March 31, 2019 , the Company charged $0.7 million related to stock contribution. Postretirement Benefits The Company sponsors a postretirement defined benefit plan that covers qualified non-union retirees and certain qualified union retirees (“Retiree Medical Plan”). The plan provides medical, dental and vision coverage for retirees under age 65 and medical coverage only for retirees age 65 and above. Under this postretirement plan, the Company’s contributions toward premiums for retiree medical, dental and vision coverage for participants and dependents are scaled based on length of service, with greater Company contributions for retirees with greater length of service, subject to a maximum monthly Company contribution. The Company also provides a postretirement death benefit (“Death Benefit”) to certain of its employees and retirees, subject, in the case of current employees, to continued employment with the Company until retirement and certain other conditions related to the manner of employment termination and manner of death. The Company records the actuarially determined liability for the present value of the postretirement death benefit. The Company has purchased life insurance policies to fund the postretirement death benefit wherein the Company owns the policy but the postretirement death benefit is paid to the employee’s or retiree’s beneficiary. The Company records an asset for the fair value of the life insurance policies which equates to the cash surrender value of the policies. Retiree Medical Plan and Death Benefit The following table shows the components of net periodic postretirement benefit cost for the Retiree Medical Plan and Death Benefit for the three and nine months ended March 31, 2019 and 2018 . Net periodic postretirement benefit cost for the three and nine months ended March 31, 2019 was based on employee census information and asset information as of June 30, 2018. Three Months Ended March 31, Nine Months Ended March 31, 2019 2018 2019 2018 (In thousands) Components of Net Periodic Postretirement Benefit Cost (Credit): Service cost $ 133 $ 152 $ 399 $ 456 Interest cost 222 209 666 627 Amortization of net gain (209 ) (210 ) (627 ) (630 ) Amortization of prior service credit (439 ) (439 ) (1,317 ) (1,317 ) Net periodic postretirement benefit credit $ (293 ) $ (288 ) $ (879 ) $ (864 ) On July 1, 2018, the Company adopted ASU 2017-07, which impacted the presentation of the components of net periodic postretirement benefit cost in the condensed consolidated statements of income. Net periodic postretirement benefit cost, other than the service cost component, is retrospectively included in “Interest expense” and “Other, net” in the condensed consolidated statements of income. See Note 2 . Weighted-Average Assumptions Used to Determine Net Periodic Postretirement Benefit Cost Fiscal 2019 2018 Retiree Medical Plan discount rate 4.25% 4.13% Death Benefit discount rate 4.25% 4.12% |
Revolving Credit Facility
Revolving Credit Facility | 9 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Revolving Credit Facility | Revolving Credit Facility On November 6, 2018, the Company entered into a new $150.0 million senior secured revolving credit facility (the “New Revolving Facility”) with Bank of America, N.A, Citibank, N.A., JPMorgan Chase Bank, N.A., PNC Bank, National Association, Regions Bank, and SunTrust Bank, with a sublimit on letters of credit and swingline loans of $15.0 million each. The New Revolving Facility includes an accordion feature whereby the Company may increase the revolving commitments or enter into one or more tranches of incremental term loans, up to an additional $75.0 million in aggregate of increased commitments and incremental term loans, subject to certain conditions. The commitment fee is based on a leverage grid and ranges from 0.20% to 0.40% . Borrowings under the New Revolving Facility bear interest based on a leverage grid with a range of PRIME + 0.25% to PRIME + 0.875% or Adjusted LIBO Rate + 1.25% to Adjusted LIBO Rate + 1.875% . Effective March 27, 2019, the Company entered into a Rate Swap utilizing a notional amount of $80 million , with an effective date of April 11, 2019 and a maturity date of October 11, 2023. 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 New Revolving Facility on a pari passu and pro rata basis with the principal of such loans. The Company has designated the Rate Swap derivative instruments as a cash flow hedge. Under the New Revolving Facility, the Company is subject to a variety of affirmative and negative covenants of types customary in a senior secured lending facility, including financial covenants relating to leverage and interest expense coverage. The Company is allowed to pay dividends, provided, among other things, a total net leverage ratio is met, and no default exists or has occurred and is continuing as of the date of any such payment and after giving effect thereto. The New Revolving Facility matures on November 6, 2023 , subject to the ability for the Company (subject to certain conditions) to agree with lenders who so consent to extend the maturity date of the commitments of such consenting lenders for a period of one year, such option being exercisable not more than two times during the term of the facility. The New Revolving Facility replaced, by way of amendment and restatement, the Company’s senior secured revolving credit facility (the “Prior Revolving Facility”) with JPMorgan Chase Bank, N.A. and SunTrust Bank, with revolving commitments of $125.0 million as of September 30, 2018 and $135.0 million as of October 18, 2018 (the “Third Amendment Effective Date”), subject to an accordion feature. Under the Prior Revolving Facility, as amended, advances were based on the Company’s eligible accounts receivable, eligible inventory, eligible equipment, the value of certain real property and trademarks, and an amount based on the lesser of $10.0 million (subject to monthly reduction) and the sum of certain eligible accounts and eligible inventory, less required reserves. The commitment fee was a flat fee of 0.25% per annum irrespective of average revolver usage. Outstanding obligations were collateralized by all of the Company’s and guarantors’ assets, excluding, amongst other things, certain real property not included in the borrowing base. Borrowings under the Prior Revolving Facility bore interest based on average historical excess availability levels with a range of PRIME - 0.25% to PRIME + 0.50% or Adjusted LIBO Rate + 1.25% to Adjusted LIBO Rate + 2.00% ; provided, that, after the Third Amendment Effective Date, (i) until March 31, 2019 the applicable rate was PRIME + 0.25% or Adjusted LIBO Rate + 1.75% ; and (ii) loans up to certain formula amounts were subject to an additional margin ranging from 0.375% to 0.50% . The Prior Revolving Facility included a variety of affirmative and negative covenants of types customary in an asset-based lending facility, including a financial covenant relating to the maintenance of a fixed charge coverage ratio, and provided for customary events of default. At March 31, 2019 , the Company was eligible to borrow up to a total of $150.0 million under the New Revolving Facility and had outstanding borrowings of $123.0 million and utilized $2.0 million of the letters of credit sublimit. At March 31, 2019 , the weighted average interest rate on the Company’s outstanding borrowings subject to interest rate variability under the New Revolving Facility was 4.25% and the Company was in compliance with all of the covenants under the New Revolving Facility. The Company classifies borrowings contractually due to be settled one year or less as short-term and more than one year as long-term. The Company classifies outstanding borrowings as short-term or long-term based on its ability and intent to pay or refinance the outstanding borrowings on a short-term or long-term basis. Outstanding borrowings under the Company’s revolving credit facility were classified on the Company’s consolidated balance sheets as “Long-term borrowings under revolving credit facility” at March 31, 2019 and “Short-Term borrowings under revolving credit facility” at June 30, 2018 . |
Employee Stock Ownership Plan
Employee Stock Ownership Plan | 9 Months Ended |
Mar. 31, 2019 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Employee Stock Ownership Plan | Employee Stock Ownership Plan The Company’s ESOP was established in 2000 . The plan is a leveraged ESOP in which the Company is the lender. One of the two loans established to fund the ESOP matured in fiscal 2016 and the remaining loan matured in December 2018. The loan was repaid from the Company’s discretionary plan contributions over the original 15 year term with a variable rate of interest. The annual interest rate was 3.80% at June 30, 2018 . March 31, 2019 June 30, 2018 Loan amount (in thousands) $ — $ 2,145 Shares are held by the plan trustee for allocation among participants as the loan is repaid. The unencumbered shares are allocated to 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. Historically, the Company used the dividends, if any, on ESOP shares to pay down the loans, and allocated to the ESOP participants shares equivalent to the fair market value of the dividends they would have received. No dividends were paid in the three and nine months ended March 31, 2019 . During the nine months ended March 31, 2019 , the Company charged $0.9 million to compensation expense related to the ESOP. During the three and nine months ended March 31, 2018 , the Company charged $0.6 million and $1.8 million , respectively, to compensation expense related to the ESOP. March 31, 2019 June 30, 2018 Allocated shares 1,321,416 1,502,323 Committed to be released shares 72,114 73,826 Unallocated shares — 72,114 Total ESOP shares 1,393,530 1,648,263 (In thousands) Fair value of ESOP shares $ 27,885 $ 50,354 During the three months ended 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. |
Share-Based Compensation
Share-Based Compensation | 9 Months Ended |
Mar. 31, 2019 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-Based Compensation | Share-based Compensation Farmer Bros. Co. 2017 Long-Term Incentive Plan On June 20, 2017 (the “Effective Date”), the Company’s stockholders approved the Farmer Bros. Co. 2017 Long-Term Incentive Plan (the “2017 Plan”). The 2017 Plan succeeded the Company’s prior long-term incentive plans, the Farmer Bros. Co. Amended and Restated 2007 Long-Term Incentive Plan (the “Amended Equity Plan”) and the Farmer Bros. Co. 2007 Omnibus Plan (collectively, the “Prior Plans”). On the Effective Date, the Company ceased granting awards under the Prior Plans; however, awards outstanding under the Prior Plans will remain subject to the terms of the applicable Prior Plan. The 2017 Plan provides for the grant of stock options (including incentive stock options and non-qualified stock options), stock appreciation rights, restricted stock, restricted stock units, dividend equivalents, performance shares and other stock- or cash-based awards to eligible participants. Non-employee directors of the Company and employees of the Company or any of its subsidiaries are eligible to receive awards under the 2017 Plan. The 2017 Plan authorizes the issuance of (i) 900,000 shares of common stock plus (ii) the number of shares of common stock subject to awards under the Company’s Prior Plans that are outstanding as of the Effective Date and that expire or are forfeited, cancelled or similarly lapse following the Effective Date. Subject to certain limitations, shares of common stock covered by awards granted under the 2017 Plan that are forfeited, expire or lapse, or are repurchased for or paid in cash, may be used again for new grants under the 2017 Plan. As of March 31, 2019 , there were 962,953 shares available under the 2017 Plan including shares that were forfeited under the Prior Plans. Shares of common stock granted under the 2017 Plan may be authorized but unissued shares, shares purchased on the open market or treasury shares. In no event will more than 900,000 shares of common stock be issuable pursuant to the exercise of incentive stock options under the 2017 Plan. The 2017 Plan contains a minimum vesting requirement, subject to limited exceptions, that awards made under the 2017 Plan may not vest earlier than the date that is one year following the grant date of the award. The 2017 Plan also contains provisions with respect to payment of exercise or purchase prices, vesting and expiration of awards, adjustments and treatment of awards upon certain corporate transactions, including stock splits, recapitalizations and mergers, transferability of awards and tax withholding requirements. The 2017 Plan may be amended or terminated by the Board at any time, subject to certain limitations requiring stockholder consent or the consent of the applicable participant. In addition, the administrator of the 2017 Plan may not, without the approval of the Company’s stockholders, authorize certain re-pricings of any outstanding stock options or stock appreciation rights granted under the 2017 Plan. The 2017 Plan will expire on June 20, 2027. Non-qualified stock options with time-based vesting (“NQOs”) 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, 2019 . Nine Months Ended March 31, 2019 Weighted average fair value of NQOs $ 7.78 Risk-free interest rate 3.0 % Dividend yield — % Average expected term 4.6 years Expected stock price volatility 29.6 % The following table summarizes NQO activity for the nine months ended March 31, 2019 : Outstanding NQOs: Number of NQOs Weighted Average Exercise Price ($) Weighted Average Remaining Life (Years) Aggregate Intrinsic Value ($ in thousands) Outstanding at June 30, 2018 161,324 26.82 5.10 741 Granted 154,263 25.04 — — Exercised (28,798 ) 11.32 — 466 Forfeited (7,991 ) 30.50 — — Expired (879 ) 31.70 — — Outstanding at March 31, 2019 277,919 27.32 5.98 78 Exercisable at March 31 , 2019 49,227 27.60 4.54 78 The weighted-average grant-date fair value of options granted during the nine months ended March 31, 2019 was $8.66 . 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 $20.01 at March 29, 2019 and $30.55 at June 29, 2018 , representing the last trading day of the respective fiscal periods, which would have been received by NQO holders had all award holders exercised their NQOs that were in-the-money as of those dates. The aggregate intrinsic value of NQO exercises in the nine months ended March 31, 2019 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 Company received $0.3 million and $0.8 million in proceeds from exercises of vested NQOs in the nine months ended March 31, 2019 and 2018 , respectively. At March 31, 2019 and June 30, 2018 , respectively, there was $1.8 million and $1.0 million of unrecognized NQO compensation cost. The unrecognized NQO compensation cost at March 31, 2019 is expected to be recognized over the weighted average period of 2.3 years. Total compensation expense for NQOs in the three months ended March 31, 2019 and 2018 was $0.2 million and $0.1 million , respectively. Total compensation expense for NQOs in the nine months ended March 31, 2019 and 2018 was $0.5 million and $0.2 million , respectively. Non-qualified stock options with performance-based and time-based vesting ( “ PNQs”) The following table summarizes PNQ activity for the nine months ended March 31, 2019 : Outstanding PNQs: Number of PNQs Weighted Average Exercise Price ($) Weighted Average Remaining Life (Years) Aggregate Intrinsic Value ($ in thousands) Outstanding at June 30, 2018 300,708 27.08 4.00 1,207 Granted — — — — Exercised (5,806 ) 22.70 — 17 Forfeited (6,916 ) 31.43 — — Expired (14,490 ) 27.50 — — Outstanding at March 31, 2019 273,496 27.04 3.28 — Exercisable at March 31 , 2019 251,933 26.55 3.17 — 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 $20.01 at March 29, 2019 and $30.55 at June 29, 2018 , 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, 2019 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. The Company received $0.1 million and $0.3 million in proceeds from exercises of vested PNQs in the nine months ended March 31, 2019 and 2018 , respectively. At March 31, 2019 and June 30, 2018, there was $0.2 million and $0.5 million , respectively, of unrecognized PNQ compensation cost. The unrecognized PNQ compensation cost at March 31, 2019 is expected to be recognized over the weighted average period of 0.6 years. Total compensation expense related to PNQs in the three months ended March 31, 2019 and 2018 was $0.1 million and $0.2 million , respectively. Total compensation expense related to PNQs in the nine months ended March 31, 2019 and 2018 was $0.3 million and $0.6 million , respectively. Restricted Stock These restricted stock awards granted in the nine months ended March 31, 2019 cliff vest on the earlier of the one year anniversary of the grant date or the date of the first annual meeting of the Company’s stockholders immediately following the grant date, subject to continued service to the Company through the vesting date and the acceleration provisions of the 2017 Plan and restricted stock agreement. Restricted stock is expected to vest net of estimated forfeitures. The following table summarizes restricted stock activity for the nine months ended March 31, 2019 : Outstanding and Nonvested Restricted Stock Awards: Shares Awarded Weighted Average Grant Date Fair Value ($) Outstanding and nonvested at June 30, 2018 14,958 33.48 Granted 18,298 23.98 Vested/Released (12,722 ) 33.81 Cancelled/Forfeited — — Outstanding and nonvested at March 31, 2019 20,534 24.81 The total grant-date fair value of restricted stock granted during the nine months ended March 31, 2019 was $0.4 million . The total fair value of restricted stock vested during the nine months ended March 31, 2019 was $0.3 million . At March 31, 2019 and June 30, 2018 , there was $0.3 million in each period of unrecognized compensation cost related to restricted stock. The unrecognized compensation cost related to restricted stock at March 31, 2019 is expected to be recognized over the weighted average period of 0.8 years. Total compensation expense for restricted stock was $0.1 million in each of the three months ended March 31, 2019 and 2018 . Total compensation expense for restricted stock was $0.3 million and $0.2 million in the nine months ended March 31, 2019 and 2018 , respectively. Performance-Based Restricted Stock Units (“PBRSUs”) The fiscal 2019 PBRSU awards cliff vest on the third anniversary of the date of grant based on the Company’s achievement of certain financial performance goals for the performance period July 1, 2018 through June 30, 2021, subject to certain continued employment conditions and subject to acceleration provisions of the 2017 Plan and restricted stock unit agreement. At the end of the three-year performance period, the number of PBRSUs that actually vest will be 0% to 150% of the target amount, depending on the extent to which the Company meets or exceeds the achievement of those financial performance goals measured over the full three -year performance period. PBRSUs that are expected to vest are net of estimated forfeitures. The following table summarizes PBRSU activity for the nine months ended March 31, 2019 : Outstanding and Nonvested PBRSUs: PBRSUs Awarded(1) Weighted Average Grant Date Fair Value ($) Outstanding and nonvested at June 30, 2018 35,732 31.70 Granted(1) 47,928 25.04 Vested/Released — — Cancelled/Forfeited (2,889 ) 30.67 Outstanding and nonvested at March 31, 2019 80,771 27.78 Expected to vest at March 31, 2019 73,095 27.34 _____________ (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, 2019 was $1.2 million . At March 31, 2019 and June 30, 2018 , there was $1.7 million and $0.9 million , respectively, of unrecognized PBRSU compensation cost. The unrecognized PBRSU compensation cost at March 31, 2019 is expected to be recognized over the weighted average period of 2.2 years. Total compensation expense for PBRSUs were $0.1 million for each period for the three months ended March 31, 2019 and 2018 . Total compensation expense for PBRSUs was $0.3 million and $0.1 million for the nine months ended March 31, 2019 and 2018 , respectively. |
Other Current Liabilities
Other Current Liabilities | 9 Months Ended |
Mar. 31, 2019 | |
Payables and Accruals [Abstract] | |
Other Current Liabilities | Other Current Liabilities Other current liabilities consist of the following: (In thousands) March 31, 2019 June 30, 2018 Accrued postretirement benefits $ 810 $ 810 Accrued workers’ compensation liabilities 1,789 1,698 Short-term pension liabilities (1) — 3,761 Earnout payable (2) 1,000 600 Other (3) 3,949 3,790 Other current liabilities $ 7,548 $ 10,659 ___________ (1) Amount recorded at June 30, 2018 represents the present value of the Company’s estimated withdrawal liability under the Local 807 Pension Fund, which was settled as of December 31, 2018. See Note 12 . (2) Includes $1.0 million and $0.6 million at March 31, 2019 and June 30, 2018, respectively, in estimated fair value of earnout payable in connection with the Company’s acquisition of substantially all of the assets of West Coast Coffee completed on February 7, 2017. (3) Includes accrued property taxes, sales and use taxes, insurance liabilities and the current portion of cumulative preferred dividends, undeclared and unpaid. |
Other Long-Term Liabilities
Other Long-Term Liabilities | 9 Months Ended |
Mar. 31, 2019 | |
Other Liabilities Disclosure [Abstract] | |
Other Long-Term Liabilities | Other Long-Term Liabilities Other long-term liabilities include the following: (In thousands) March 31, 2019 June 30, 2018 Long-term obligations under capital leases $ 6 $ 58 Derivative liabilities—noncurrent 714 386 Multiemployer Plan Holdback—Boyd Coffee (1) — 1,056 Cumulative preferred dividends, undeclared and unpaid—noncurrent 551 312 Deferred income taxes(2) 1,348 — Other long-term liabilities $ 2,619 $ 1,812 ___________ (1) On January 8, 2019, the Seller notified the Company of the assessment of $0.5 million in withdrawal liability against the Seller, which the Company timely paid from the Multiemployer Plan Holdback during the three months ended March 31, 2019. The Company has applied the remaining amount of the Multiemployer Plan Holdback of $0.5 million towards satisfaction of the Seller’s post-closing net working capital deficiency under the Asset Purchase Agreement as of March 31, 2019. See Note 4 . (2) Represents deferred tax liabilities that have an indefinite reversal pattern. . |
Income Taxes
Income Taxes | 9 Months Ended |
Mar. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes On December 22, 2017, the President of the United States signed into law the Tax Act. The SEC subsequently issued SAB 118, which provides guidance on accounting for the tax effects of the Tax Act. Under SAB 118, companies are able to record a reasonable estimate of the impacts of the Tax Act if one is able to be determined and report it as a provisional amount during the measurement period. The measurement period is not to extend beyond one year from the enactment date. Impacts of the Tax Act that a company is not able to make a reasonable estimate for should not be recorded until a reasonable estimate can be made during the measurement period. Pursuant to the Tax Act, the federal corporate tax rate was reduced to 21.0% , effective January 1, 2018. Deferred tax amounts are calculated based on the rates at which they are expected to reverse in the future. The provisional amount recorded in fiscal 2018 relating to the re-measurement of the Company’s deferred tax balances as a result of the reduction in the corporate tax rate was $18.0 million . There were no provisional adjustments recorded in the three and nine months ended March 31, 2019 . The Company finalized its assessment of the income tax effects of the Tax Act in the second quarter of fiscal 2019. 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, 2019 2018(1) 2019 2018(1) Income tax expense (benefit) $ 43,161 $ (1,321 ) $ 39,149 $ 16,058 Effective tax rate (502.7 )% 37.6 % (152.4 )% (682.0 )% ___________ (1) The amounts and tax rates have been retrospectively adjusted to reflect the impact of certain changes in accounting principles and corrections to previously issued financial statements as described in Note 3 . The Company evaluates its deferred tax assets quarterly to determine if a valuation allowance is required. In making such assessment, significant weight is given to evidence that can be objectively verified, such as recent operating results, and less consideration is given to less objective indicators such as future income projections. After consideration of positive and negative evidence, including the Company’s cumulative 12-month income position at March 31, 2019 , the Company concluded that it is more likely than not that the Company will not generate future income sufficient to realize the Company’s deferred tax assets at March 31, 2019 . In addition, as of March 31, 2019 , the Company concluded that certain federal and state net operating loss carry forwards and tax credit carryovers will not be utilized before expiration. As a result, the Company recorded a valuation allowance of $44.6 million to reduce deferred tax assets during the three months ended March 31, 2019 . The effective tax rates for the three and nine months ended March 31, 2019 varied from the federal statutory rate of 21.0% primarily due to a valuation allowance of $44.6 million taken against the deferred tax asset, in addition to state income taxes. The effective tax rates for the three and nine months ended March 31, 2018 varied from the federal statutory rate of 28.1% primarily due to income tax expense resulting from the adjustment of deferred tax amounts due to the enactment of the Tax Act, in addition to state income taxes. As of March 31, 2019 and June 30, 2018 the Company had no unrecognized tax benefits. |
Net (Loss) Income Per Common Sh
Net (Loss) Income Per Common Share | 9 Months Ended |
Mar. 31, 2019 | |
Earnings Per Share [Abstract] | |
Net (Loss) Income Per Common Share | Net (Loss) Income Per Common Share Computation of net (loss) income per share (“EPS”) for the three and nine months ended March 31, 2019 excludes the dilutive effect of 551,415 shares issuable under stock options, 80,771 PBRSUs and 404,197 shares issuable upon the assumed conversion of the outstanding Series A Preferred Stock because the Company incurred net losses in the three and nine months ended March 31, 2019 so their inclusion would be anti-dilutive. There were no unearned ESOP shares excluded from EPS calculations in the three and nine months ended March 31, 2019 . Computation of EPS for the three and nine months ended March 31, 2018 excludes the dilutive effect of 488,231 shares issuable under stock options, 36,108 PBRSUs and 383,611 shares issuable upon the assumed conversion of the outstanding Series A Preferred Stock because the Company incurred net losses in the three and nine months ended March 31, 2018 so their inclusion would be anti-dilutive. There were 72,114 unearned ESOP shares excluded from EPS calculations in the three and nine months ended March 31, 2018. Three Months Ended March 31, Nine Months Ended March 31, (In thousands, except share and per share amounts) 2019 2018(1) 2019 2018(1) Undistributed net loss available to common stockholders $ (51,828 ) $ (2,318 ) $ (65,177 ) $ (18,658 ) Undistributed net loss available to nonvested restricted stockholders and holders of convertible preferred stock (55 ) (3 ) (58 ) (13 ) Net loss available to common stockholders—basic $ (51,883 ) $ (2,321 ) $ (65,235 ) $ (18,671 ) Weighted average common shares outstanding—basic 17,003,206 16,760,145 16,982,247 16,727,624 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 17,003,206 16,760,145 16,982,247 16,727,624 Net loss per common share available to common stockholders—basic $ (3.05 ) $ (0.14 ) $ (3.84 ) $ (1.12 ) Net loss per common share available to common stockholders—diluted $ (3.05 ) $ (0.14 ) $ (3.84 ) $ (1.12 ) ___________ (1) Prior period amounts have been retrospectively adjusted to reflect the impact of certain changes in accounting principles and corrections to previously issued financial statements as described in Note 3 . |
Preferred Stock Preferred Stock
Preferred Stock Preferred Stock | 9 Months Ended |
Mar. 31, 2019 | |
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, 2019 , 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 $ 1,054 $ 15,489 $ 789 $ 15,489 |
Revenue Recognition Revenue Rec
Revenue Recognition Revenue Recognition | 9 Months Ended |
Mar. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | Revenue Recognition On July 1, 2018, the Company adopted ASU 2014-09, using the modified retrospective method for all contracts not completed as of the date of adoption. Adoption of ASU 2014-09 did not have a material effect on the results of operations, financial position or cash flows of the Company. See Note 2 . The Company’s primary source of revenue are sales of coffee, tea and culinary products. The Company recognizes revenue when control of the promised good or service is transferred to the customer and in amounts that the Company expects to collect. The timing of revenue recognition takes into consideration the various shipping terms applicable to the Company’s sales. The Company delivers products to customers primarily through two methods, DSD to the Company’s customers at their place of business and direct ship from the Company’s warehouse to the customer’s warehouse or facility. Each delivery or shipment made to a third party customer is to satisfy a performance obligation. Performance obligations generally occur at a point in time and are satisfied when control of the goods passes to the customer. The Company is entitled to collection of the sales price under normal credit terms in the regions in which it operates. ASC Topic 606, “Revenue from Contracts with Customers” (“ASC Topic 606”), provides certain practical expedients in order to ease the burden of implementation. The Company elected to apply the practical expedient related to applying the guidance to a portfolio of contracts with similar characteristics as the Company does not expect the effects on its condensed consolidated financial statements to differ materially from applying the guidance to the individual contracts within that portfolio. For customers that have executed substantially similar contracts, including the ones utilizing our standard forms, the Company believes that evaluation of these contracts on an individual basis would not result in a material difference. Therefore, the Company has adopted the practical expedient and applied one accounting treatment to all such contracts. In accordance with ASC Topic 606, the Company disaggregates net sales from contracts with customers based on the characteristics of the products sold: Three Months Ended March 31, 2019 2018 (In thousands) $ % of total $ % of total Net Sales by Product Category: Coffee (Roasted) $ 93,211 63.4 % $ 99,315 63.0 % Coffee (Frozen Liquid) 8,267 5.8 % 8,675 5.0 % Tea (Iced & Hot) 8,320 5.9 % 7,889 5.0 % Culinary 15,990 11.0 % 16,872 11.0 % Spice 5,736 4.1 % 6,115 4.0 % Other beverages(1) 14,405 9.8 % 18,319 12.0 % Net sales by product category 145,929 100 % 157,185 100 % Fuel surcharge 750 — % 742 — % Net sales $ 146,679 100 % $ 157,927 100 % ____________ (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. Nine Months Ended March 31, 2019 2018 (In thousands) $ % of total $ % of total Net Sales by Product Category: Coffee (Roasted) $ 287,851 63.4 % $ 286,655 63.0 % Coffee (Frozen Liquid) 26,141 5.9 % 25,825 6.0 % Tea (Iced & Hot) 25,876 5.8 % 23,312 5.0 % Culinary 48,779 10.9 % 48,011 10.0 % Spice 17,895 4.0 % 18,722 4.0 % Other beverages(1) 44,946 10.0 % 52,354 11.0 % Net sales by product category 451,488 100 % 454,879 99.0 % Fuel surcharge 2,404 — % 2,127 1.0 % Net sales $ 453,892 100 % $ 457,006 100 % ____________ (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. The Company does not have any material contract assets and liabilities as of March 31, 2019 . Receivables from contracts with customers are included in “Accounts receivable, net” on the Company’s condensed consolidated balance sheets. At March 31, 2019 and June 30, 2018 , “Accounts receivable, net” included, $65.0 million and $54.5 million , respectively, in receivables from contracts with customers. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Mar. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies For a detailed discussion about the Company’s commitments and contingencies, see Note 24, “ Commitments and Contingencies ” in the Notes to Consolidated Financial Statements in the 2018 Form 10-K. During the nine months ended March 31, 2019 , 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. Expansion Project Contract In the third quarter of fiscal 2018, the Company commenced a project to expand its production lines (the “Expansion Project”) in the New Facility, including expanding capacity to support the transition of acquired business volumes under a guaranteed maximum price contract of up to $19.3 million . In the nine months ended March 31, 2019 , the Company paid $10.6 million for machinery and equipment expenditures associated with the Expansion Project. Since inception of the contract through March 31, 2019 , the Company has paid a total of $18.9 million . Purchase Commitments As of March 31, 2019 , the Company had committed to purchase green coffee inventory totaling $60.4 million under fixed-price contracts and to other purchases totaling $16.0 million under non-cancelable purchase orders related primarily to the purchase of finished goods inventory. As of March 31, 2019 , the Company had commitments of $0.9 million for roasting equipment ordered for the New Facility which will be accrued by the Company upon delivery and acceptance of the equipment in the fourth quarter of fiscal 2019. 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, the Company’s subsidiary, Coffee Bean International, Inc., which sell coffee in California under the State of California's Safe Drinking Water and Toxic Enforcement Act of 1986, also known as Proposition 65. The suit alleges that the defendants have failed to issue clear and reasonable warnings in accordance with Proposition 65 that the coffee they produce, distribute, and sell contains acrylamide. This lawsuit was filed in Los Angeles Superior Court (the “Court”). CERT has demanded that the alleged violators remove acrylamide from their coffee or provide Proposition 65 warnings on their products and pay $2,500 per day for each and every violation while they are in violation of Proposition 65. Acrylamide is produced naturally in connection with the heating of many foods, especially starchy foods, and is believed to be caused by the Maillard reaction, though it has also been found in unheated foods such as olives. With respect to coffee, acrylamide is produced when coffee beans are heated during the roasting process-it is the roasting itself that produces the acrylamide. While there has been a significant amount of research concerning proposals for treatments and other processes aimed at reducing acrylamide content of different types of foods, to our knowledge there is currently no known strategy for reducing acrylamide in coffee without negatively impacting the sensorial properties of the product. The Company has joined a Joint Defense Group, or JDG, and, along with the other co-defendants, has answered the complaint, denying, generally, the allegations of the complaint, including the claimed violation of Proposition 65 and further denying CERT’s right to any relief or damages, including the right to require a warning on products. The Joint Defense Group contends that based on proper scientific analysis and proper application of the standards set forth in Proposition 65, exposures to acrylamide from the coffee products pose no significant risk of cancer and, thus, these exposures are exempt from Proposition 65’s warning requirement. The JDG filed a pleading responding to claims and asserting affirmative defenses on January 22, 2013. The Court initially limited discovery to the four largest defendants, so the Company was not initially required to participate in discovery. The Court decided to handle the trial in two “phases,” and the “no significant risk level” defense, the First Amendment defense, and the federal preemption defense were tried in the first phase. Trial commenced on September 8, 2014, and testimony completed on November 4, 2014, for the three “Phase 1” defenses. Following final trial briefing, the Court heard, on April 9, 2015, final arguments on the Phase 1 issues. On September 1, 2015, the Court ruled against the JDG on the Phase 1 affirmative defenses. The JDG received permission to file an interlocutory appeal, which was filed by writ petition on October 14, 2015. On January 14, 2016, the Court of Appeals denied the JDG’s writ petition thereby denying the interlocutory appeal so that the case stays with the trial court. On February 16, 2016, the Plaintiff filed a motion for summary adjudication arguing that based upon facts that had been stipulated by the JDG, the Plaintiff had proven its prima facie case and all that remains is a determination of whether any affirmative defenses are available to Defendants. On March 16, 2016, the Court reinstated the stay on discovery for all parties except for the four largest defendants. Following a hearing on April 20, 2016, the Court granted Plaintiff’s motion for summary adjudication on its prima facie case. Plaintiff filed its motion for summary adjudication of affirmatives defenses on May 16, 2016. At the August 19, 2016 hearing on Plaintiff’s motion for summary adjudication (and the JDG’s opposition), the Court denied Plaintiff’s motion, thus maintaining the ability of the JDG to defend the issues at trial. On October 7, 2016, the Court continued the Plaintiff’s motion for preliminary injunction until the trial for Phase 2. In November 2016, the parties pursued mediation, but were not able to resolve the dispute. In December 2016, discovery resumed for all defendants. Depositions of “person most knowledgeable” witnesses for each defendant in the JDG commenced in late December and proceeded through early 2017, followed by new interrogatories served upon the defendants. The Court set a fact and discovery cutoff of May 31, 2017 and an expert discovery cutoff of August 4, 2017. Depositions of expert witnesses were completed by the end of July 2017. On July 6, 2017, the Court held hearings on a number of discovery motions and denied Plaintiff’s motion for sanctions as to all the defendants. At a final case management conference on August 21, 2017 the Court set August 31, 2017 as the new trial date for Phase 2, though later changed the starting date for trial to September 5, 2017. The Court elected to break up trial for Phase 2 into two segments, the first focused on liability and the second on remedies. After 14 days at trial, both sides rested on the liability segment, and the Court set a date of November 21, 2017 for the hearing for all evidentiary issues related to this liability segment. The Court also set deadlines for evidentiary motions, issues for oral argument, and oppositions to motions. This hearing date was subsequently moved to January 19, 2018. On March 28, 2018, the Court issued a proposed statement of decision in favor of Plaintiff. Following evaluation of the parties' objections to the proposed statement of decision, the Court issued its final statement of decision on May 7, 2018 which was substantively similar to the proposed statement from March 2018. The issuance of a final statement of decision does not itself cause or order any remedy, such as any requirement to use a warning notice. Any such remedy, including any monetary damages or fee awards, would be resolved in Phase 3 of the trial. On June 15, 2018, California’s Office of Environmental Health Hazard Assessment (OEHHA) announced its proposal of a regulation that would establish, for the purposes of Proposition 65, that chemicals present in coffee as a result of roasting or brewing pose no significant risk of cancer. If adopted, the regulation would, among other things, mean that Proposition 65 warnings would generally not be required for coffee. Plaintiff had earlier filed a motion for permanent injunction, prior to OEHHA’s announcement, asking that the Court issue an order requiring defendants to provide cancer warnings for coffee or remove the coffee products from store shelves in California. The JDG petitioned the Court to (1) renew and reconsider the JDG’s First Amendment defense from Phase 1 based on a recent U.S. Supreme Court decision in a First Amendment case that was decided in the context of Proposition 65; (2) vacate the July 31, 2018 hearing date and briefing schedule for Plaintiff’s permanent injunction motion; and (3) stay all further proceedings pending the conclusion of the rulemaking process for OEHHA’s proposed regulation. On June 25, 2018, the Court denied the JDG’s motion to vacate the hearing on Plaintiff’s motion for permanent injunction and added the motion to stay to the July 31, 2018 docket to be heard. At the July 31st hearing, the Court granted the JDG’s application and agreed to continue the hearing on all motions to September 6, 2018. At the September 6, 2018 hearing, the Court denied the JDG’s First Amendment motion, and denied the motion to stay pending conclusion of OEHHA’s rulemaking process. The Plaintiff agreed to have the permanent injunction motion continued until after the remedies phase of the trial. The Court set the “Phase 3” remedies trial phase to begin on October 15, 2018. On September 20, 2018, the JDG filed a writ petition with the California Court of Appeals, Second Appellate District, to set aside the lower court’s order denying the JDG’s motion to renew or reopen its First Amendment defense to the imposition of a cancer warning for their coffee products, or, alternatively, to set aside its order dated September 6, 2018, denying the JDG’s motion to stay this action pending adoption by the OEHHA of the proposed regulation. On October 12, 2018, the Court of Appeals issued a Temporary Stay Order. The Temporary Stay Order ordered the Phase 3 remedies trial be stayed until further notice and did not address the JDG’s First Amendment defense petition. The Court of Appeals also required the JDG to provide a written status update by January 15, 2019. Following the issuance of the Court of Appeal’s Temporary Stay Order, on October 15, 2018, the trial court issued a Notice of Court’s Ruling staying any further proceedings, including both remedies and liability, pending a ruling by the Court of Appeals. At a December 3, 2018 status conference, the Court continued its stay on the Phase 3 remedies trial. The Court set another status conference for February 4, 2019 and asked that the JDG submit a joint status report on appellate activities by January 28, 2019. The JDG provided their written status update to the Court of Appeals timely on January 15, 2019, which update reported that OEHHA had submitted the final regulation (unchanged from its proposed rulemaking) to the California Office of Administrative Law (OAL) for review. OAL had 30 working days (until February 19, 2019) to approve, reject, or submit questions to OEHHA concerning the regulation. On January 31, 2019, the Court of Appeals continued its Temporary Stay Order and required the JDG to provide a written update by April 15, 2019. Prior to February 19, 2019, OAL raised questions to OEHHA concerning the regulation, specifically OEHHA’s authority to make a determination for chemicals in coffee whether or not presently listed under Prop 65. As a result, OEHHA decided to take back the regulation from OAL to address those issues. On March 15, 2019, OEHHA announced that it was amending the language of the regulation to make clear that the “no significant risk” determination applies only to chemicals in coffee that are currently listed under Prop 65. OEHHA extended the public comment period until April 2, 2019. Once OEHHA has reviewed and developed responses to comments and created an updated final statement of reasons, it will resubmit the regulation to OAL. OAL will then have another 30 days to review the regulation. If OAL approves the regulation in time, it could be submitted for publication in the July 1, 2019 update to the California Code of Regulations, at which point it is expected that it would become effective. At this time, the Company is not able to predict the probability of the outcome or estimate of loss, if any, related to this matter. The Company is a party to various other pending legal and administrative proceedings. It is management’s opinion that the outcome of such proceedings will not have a material impact on the Company’s financial position, results of operations, or cash flows. |
Subsequent Event Subsequent Eve
Subsequent Event Subsequent Event | 9 Months Ended |
Mar. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Event | Subsequent Events The Company evaluated all events or transactions that occurred after March 31, 2019 through the date the condensed consolidated financial statements were issued. During this period the Company had the following material subsequent events that require disclosure: None. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Mar. 31, 2019 | |
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, 2019 are not necessarily indicative of the results that may be expected for the fiscal year ending June 30, 2019. Events occurring subsequent to March 31, 2019 have been evaluated for potential recognition or disclosure in the unaudited condensed consolidated financial statements for the three and nine months ended March 31, 2019 . 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, 2018 , filed with the Securities and Exchange Commission (the “SEC”) on September 13, 2018 (the “2018 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 2018 Form 10-K. During the three and nine months ended March 31, 2019 , other than as set forth below and the adoption of Accounting Standards Update (“ASU”) No. 2018-05, “Income Taxes (Topic 740): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118” (“ASU 2018-05”), ASU No. 2017-07, “Compensation—Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost” (“ASU 2017-07”), ASU No. 2017-01, “Business Combinations (Topic 805): Clarifying the Definition of a Business” (“ASU 2017-01”), ASU No. 2016-18, “Statement of Cash Flows (Topic 230): Restricted Cash” (“ASU 2016-18”), ASU No. 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments” (“ASU 2016-15”), and ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606)” (“ASU 2014-09”), there were no significant updates made to the Company’s significant accounting policies. Interest Rate Swap The Company follows the guidelines of Accounting Standards Codification (“ASC”) 815, “Derivatives and Hedging” (“ASC 815”), to account for interest rate swap derivative instruments as an accounting hedge. For interest rate swap derivative instruments designated as a cash flow hedge, the change in fair value of the derivative is reported as accumulated other comprehensive income (loss) (“AOCI”) and subsequently reclassified into interest expense in the period or periods when the hedged transaction affects earnings. The Company’s interest rate swap derivative instruments are model-derived valuations with directly or indirectly observable significant inputs such as interest rate and, therefore, classified as Level 2. |
Principles of Consolidation | Principles of Consolidation The condensed consolidated financial statements include the accounts of the Company and its direct and indirect wholly owned subsidiaries FBC Finance Company, a California corporation, Coffee Bean Holding Co., Inc., a Delaware corporation, the parent company of Coffee Bean International, Inc., an Oregon corporation (“CBI”), CBI, China Mist Brands, Inc., a Delaware corporation, 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 | Use of Estimates The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. The Company reviews its estimates on an ongoing basis using currently available information. Changes in facts and circumstances may result in revised estimates and actual results may differ from those estimates. |
Coffee Brewing Equipment and Service | Concentration of Credit Risk At March 31, 2019 and June 30, 2018 , the financial instruments which potentially expose the Company to concentration of credit risk consist of cash in financial institutions (in excess of federally insured limits), derivative instruments and trade receivables. The Company does not have any credit-risk related contingent features that would require it to post additional collateral in support of its net derivative liability positions. See Note 6. At March 31, 2019 and June 30, 2018 , none of the cash in the Company’s coffee-related derivative margin accounts was restricted. Further changes in commodity prices and the number of coffee-related derivative instruments held, could have a significant impact on cash deposit requirements under certain of the Company's broker and counterparty agreements. Approximately 33% and 20% of the Company’s trade accounts receivable balance was with five customers at March 31, 2019 and June 30, 2018 , 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 probable bad debt losses have been appropriately considered in establishing the allowance for doubtful accounts. Coffee Brewing Equipment and Service The Company capitalizes coffee brewing equipment and depreciates it over five years and reports the depreciation expense in cost of goods sold. See Note 10 . Further, the Company classifies certain expenses related to coffee brewing equipment provided to customers as cost of goods sold. These costs include the cost of servicing that equipment (including service employees’ salaries, cost of transportation and the cost of supplies and parts) and are considered directly attributable to the generation of revenues from its customers. |
Revenue Recognition | Revenue Recognition The Company’s significant accounting policy for revenue was updated as a result of the adoption of ASU 2014-09. The Company recognizes revenue in accordance with the five-step model prescribed by ASU 2014-09 in which the Company evaluates the transfer of promised goods or services and recognizes revenue when its customer obtains control of promised goods or services in an amount that reflects the consideration which the Company expects to be entitled to receive in exchange for those goods or services. To determine revenue recognition for the arrangements that the Company determines are within the scope of ASU 2014-09, the Company performs the following five steps: (1) identify the contract(s) with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue when (or as) the entity satisfies a performance obligation. See Note 21 . |
Shipping and Handling Costs | Shipping and Handling Costs The Company’s shipping and handling costs are included in both cost of goods sold and selling expenses, depending on the nature of such costs. Shipping and handling costs included in cost of goods sold reflect inbound freight of raw materials and finished goods, and product loading and handling costs at the Company’s production facilities to the distribution centers and branches. Shipping and handling costs included in selling expenses consist primarily of those costs associated with moving finished goods to customers. Shipping and handling costs that were recorded as a component of the Company's selling expenses were $2.4 million and $4.2 million , respectively, in the three months ended March 31, 2019 and |
Recently Adopted Accounting Standards and New Accounting Pronouncements | Recently Adopted Accounting Standards In March 2018, the Financial Accounting Standards Board ("FASB") issued ASU 2018-05 which amends ASC 740, “Income Taxes,” to provide guidance on accounting for the tax effects of the Tax Cuts and Jobs Act enacted on December 22, 2017 (the “Tax Act”) pursuant to Staff Accounting Bulletin No. 118, “Income Tax Accounting Implications of the Tax Cuts and Jobs Act” (“SAB 118”), which provides guidance on accounting for the tax effects of the Tax Act. Under SAB 118, companies are able to record a reasonable estimate of the impact of the Tax Act if one is able to be determined and report it as a provisional amount during the measurement period. The measurement period is not to extend beyond one year from the enactment date. The Company finalized its assessment of the income tax effects of the Tax Act in the second quarter of fiscal 2019. See Note 18 . In March 2017, the FASB issued ASU 2017-07 to amend the requirements in GAAP related to the income statement presentation of the components of net periodic benefit cost for an entity’s sponsored defined benefit pension and other postretirement plans. Under ASU 2017-07, an entity must disaggregate and present the service cost component of net periodic benefit cost in the same income statement line items as other employee compensation costs arising from services rendered during the period, and only the service cost component will be eligible for capitalization. Other components of net periodic benefit cost must be presented separately from the line items that include the service cost. The guidance in ASU 2017-07 is effective for annual periods beginning after December 15, 2017, including interim periods within those fiscal years. Entities are required to use a retrospective transition method to adopt the requirement for separate income statement presentation of the service cost and other components, and a prospective transition method to adopt the requirement to limit the capitalization of benefit cost to the service component. The Company adopted ASU 2017-07 beginning July 1, 2018 using a retrospective transition method to reclassify net periodic benefit cost, other than the service component, from “Cost of goods sold,” “Selling expenses” and “General and administrative expenses” to “Interest expense” and “Other, net” in the condensed consolidated statements of income. Accordingly, “Interest expense” increased by $1.4 million and $1.6 million for the three months ended March 31, 2019 and 2018 , respectively, and “Other, net” increased by $1.4 million and $1.7 million in the three months ended March 31, 2019 and 2018 , respectively. “Interest expense” increased by $4.7 million and $4.9 million for the nine months ended March 31, 2019 and 2018 , respectively, and “Other, net” increased by $4.9 million and $5.0 million in the nine months ended March 31, 2019 and 2018 , respectively. See Note 3 and Note 6 . In the fiscal years ended June 30, 2018 and 2017, “Interest expense” increased by $6.6 million and $6.4 million , respectively, and “Other, net” increased by $6.7 million and $6.8 million , respectively, due to reclassifications of net periodic benefit cost, other than the service component, as a result of adopting ASU 2017-07. In January 2017, the FASB issued ASU 2017-01 to clarify the definition of a business. The objective of adding the guidance is to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of businesses and provide a screen to determine when an integrated set of assets and activities (collectively referred to as a “set”) is not a business. If the screen is not met, the amendments (1) require that to be considered a business, a set must include, at a minimum, an input and a substantive process that together significantly contribute to the ability to create output and (2) remove the evaluation of whether a market participant could replace the missing elements. The guidance in ASU 2017-01 is effective for public business entities for annual periods beginning after December 15, 2017, including interim periods within those fiscal years, and should be applied prospectively. The Company adopted ASU 2017-01 beginning July 1, 2018. The Company will apply the new guidance to all applicable transactions after the adoption date. In November 2016, the FASB issued ASU 2016-18 that requires a statement of cash flows to explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. As a result, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The amendments do not provide a definition of restricted cash or restricted cash equivalents. An entity with a material balance of restricted cash and restricted cash equivalents must disclose information about the nature of the restrictions. The guidance in ASU 2016-18 is effective for public business entities for annual periods beginning after December 15, 2017, including interim periods within those fiscal years. The Company adopted ASU 2016-18 beginning July 1, 2018. In August 2016, the FASB issued ASU 2016-15 to address certain issues where diversity in practice was identified in classifying certain cash receipts and cash payments based on the guidance in ASC 230, “Statement of Cash Flows” (“ASC 230”). ASC 230 is principles based and often requires judgment to determine the appropriate classification of cash flows as operating, investing or financing activities. The application of judgment has resulted in diversity in how certain cash receipts and cash payments are classified. Certain cash receipts and cash payments may have aspects of more than one class of cash flows. ASU 2016-15 clarifies that an entity will first apply any relevant guidance in ASC 230 and in other applicable topics. If there is no guidance that addresses those cash receipts and cash payments, an entity will determine each separately identifiable source or use and classify the receipt or payment based on the nature of the cash flow. If a receipt or payment has aspects of more than one class of cash flows and cannot be separated, classification will depend on the predominant source or use. The guidance in ASU 2016-15 is effective for public business entities for annual periods beginning after December 15, 2017, including interim periods within those fiscal years. The Company adopted ASU 2016-15 beginning July 1, 2018. Adoption of ASU 2016-15 did not have a material effect on the results of operations, financial position or cash flows of the Company. In May 2014, the FASB issued ASU 2014-09 to amend the accounting guidance which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. ASU 2014-09 replaces most existing revenue recognition guidance in GAAP. The standard's core principle is that a company will recognize revenue when it transfers promised goods or services to a customer in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. In 2015 and 2016, the FASB issued additional ASUs related to ASU 2014-09 that delayed the effective date of the guidance and clarified various aspects of the new revenue guidance, including principal versus agent considerations, identification of performance obligations, and accounting for licenses, and included other improvements and practical expedients. ASU 2014-09 is effective for public business entities for annual reporting periods beginning after December 31, 2017, including interim periods within those fiscal years. The Company adopted ASU 2014-09 beginning July 1, 2018 using the modified retrospective method for all contracts not completed as of the date of adoption. Adoption of ASU 2014-09 did not have a material effect on the results of operations, financial position or cash flows of the Company. The Company has included expanded disclosures in this report related to revenue recognition in order to comply with ASU 2014-09. See Note 21 . New Accounting Pronouncements 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. The guidance in ASU 2018-15 is effective for public business entities for annual periods beginning after December 15, 2019, and interim periods within those fiscal years, and is effective for the Company beginning July 1, 2020. Early adoption is permitted, including adoption in any interim period. The Company is currently evaluating the impact ASU 2018-15 will have on its consolidated financial statements. 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 disclosure of other accounting and reporting requirements related to single-employer defined benefit pension or other postretirement benefit plans. The guidance in ASU 2018-14 is effective for public business entities for annual periods beginning after December 15, 2020, and is effective for the Company beginning July 1, 2021. Early adoption is permitted. The Company is currently evaluating the impact ASU 2018-14 will have on its consolidated financial statements. In August 2018, the FASB issued ASU No. 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement” (“ASU 2018-13”). ASU 2018-13 improves the effectiveness of fair value measurement disclosures and modifies the disclosure requirements on fair value measurements, including the consideration of costs and benefits. The guidance in ASU 2018-13 is effective for annual periods beginning after December 15, 2019, and interim periods within those fiscal years, and is effective for the Company beginning July 1, 2020. Early adoption is permitted. The Company is currently evaluating the impact ASU 2018-13 will have on its consolidated financial statements. In February 2018, the FASB issued ASU No. 2018-02, “Income Statement—Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income” (“ASU 2018-02”). ASU 2018-02 allows a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Act and requires certain disclosures about stranded tax effects. The guidance in ASU 2018-02 is effective for annual periods beginning after December 15, 2018, and interim periods within those fiscal years, and is effective for the Company beginning July 1, 2019 and should be applied either in the period of adoption or retrospectively. Early adoption is permitted. The Company is currently evaluating the impact ASU 2018-02 will have on its consolidated financial statements. In January 2017, the FASB issued ASU No. 2017-04, “Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment” (“ASU 2017-04”). The amendments in ASU 2017-04 address concerns regarding the cost and complexity of the two-step goodwill impairment test, and remove the second step of the test. An entity will apply a one-step quantitative test and record the amount of goodwill impairment as the excess of a reporting unit’s carrying amount over its fair value, not to exceed the total amount of goodwill allocated to the reporting unit. ASU 2017-04 does not amend the optional qualitative assessment of goodwill impairment. The guidance in ASU 2017-04 is effective for annual and interim goodwill impairment tests in fiscal years beginning after December 15, 2019, and is effective for the Company beginning July 1, 2020. Adoption of ASU 2017-04 is not expected to have a material effect on the results of operations, financial position or cash flows of the Company. In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842)” (“ASU 2016-02”), which introduces a new lessee model that brings substantially all leases onto the balance sheet. Under the new guidance, lessees are required to recognize a lease liability, which represents the discounted obligation to make future minimum lease payments and a related right-of-use asset. In July 2018, the FASB issued ASU No. 2018-10, “Codification Improvements to Topic 842, Leases,” and ASU No. 2018-11, “Leases (Topic 842): Targeted Improvements,” which provide additional guidance to consider when implementing ASU 2016-02. For public business entities, ASU 2016-02 is effective for financial statements issued for annual periods beginning after December 15, 2018, and interim periods within those annual periods. Early application is permitted. ASU 2016-02 is effective for the Company beginning July 1, 2019. The Company is currently identifying and compiling all leases and right–of–use terms to evaluate the impact of this guidance on its condensed consolidated financial statements, information systems, business processes, and financial statement disclosures. The Company expects the adoption will have a material effect on the Company’s financial position resulting from the increase in assets and liabilities as well as additional disclosures. |
Changes in Accounting Princip_2
Changes in Accounting Principles and Corrections to Previously Issued Financial Statements (Tables) | 9 Months Ended |
Mar. 31, 2019 | |
Accounting Changes and Error Corrections [Abstract] | |
Schedule of Changes in Accounting Principles | The following table presents the impact of these changes on the Company's condensed consolidated statement of operations for the three months ended March 31, 2018 : Three Months Ended (In thousands, except per share data) As Previously Reported LIFO to FIFO Adjustment Preferable Freight and Warehousing Adjustments Corrections of Freight, Overhead Variances and PPVs ASU 2017-07 Adjustments(1) Retrospectively Adjusted Cost of goods sold $ 99,117 $ (891 ) $ 5,888 $ 1,602 $ (87 ) $ 105,629 Gross profit $ 58,810 $ 891 $ (5,888 ) $ (1,602 ) $ 87 $ 52,298 Selling expenses $ 44,736 $ — $ (5,495 ) $ (1,200 ) $ (287 ) $ 37,754 General and administrative expenses $ 13,766 $ — $ — $ — $ 391 $ 14,157 Operating expenses $ 61,674 $ — $ (5,495 ) $ (1,200 ) $ 104 $ 55,083 Loss from operations $ (2,864 ) $ 891 $ (393 ) $ (401 ) $ (18 ) $ (2,785 ) Interest expense $ (902 ) $ — $ — $ — $ (1,645 ) $ (2,547 ) Other, net $ 154 $ — $ — $ — $ 1,663 $ 1,817 Total other expense $ (747 ) $ — $ — $ — $ 18 $ (729 ) Loss before taxes $ (3,611 ) $ 891 $ (393 ) $ (401 ) $ — $ (3,514 ) Income tax expense (benefit) $ 297 $ (1,562 ) $ 436 $ (492 ) $ — $ (1,321 ) Net loss $ (3,908 ) $ 2,452 $ (829 ) $ 92 $ — $ (2,193 ) Net loss available to common stockholders $ (4,036 ) $ 2,452 $ (829 ) $ 92 $ — $ (2,321 ) Net loss available to common stockholders per common share—basic $ (0.24 ) $ 0.14 $ (0.05 ) $ 0.01 $ — $ (0.14 ) Net loss available to common stockholders per common share—diluted $ (0.24 ) $ 0.14 $ (0.05 ) $ 0.01 $ — $ (0.14 ) _____________ (1) Reflects changes resulting from the adoption of ASU 2017-07. See Note 2 . The following table presents the impact of these changes on the Company's condensed consolidated statement of operations for the nine months ended March 31, 2018 : Nine Months Ended March 31, 2018 (In thousands, except per share data) As Previously Reported LIFO to FIFO Adjustment Preferable Freight and Warehousing Adjustments Corrections of Freight, Overhead Variances and PPVs ASU 2017-07 Adjustments(1) Retrospectively Adjusted Cost of goods sold $ 283,670 $ 994 $ 15,578 $ 2,323 $ (216 ) $ 302,349 Gross profit $ 173,336 $ (994 ) $ (15,578 ) $ (2,323 ) $ 216 $ 154,657 Selling expenses $ 132,979 $ — $ (16,418 ) $ (3,279 ) $ (546 ) $ 112,736 General and administrative expenses $ 39,007 $ — $ — $ — $ 815 $ 39,822 Operating expenses $ 175,016 $ — $ (16,418 ) $ (3,279 ) $ 269 $ 155,588 Loss from operations $ (1,680 ) $ (994 ) $ 840 $ 956 $ (53 ) $ (931 ) Interest expense $ (2,286 ) $ — $ — $ — $ (4,935 ) $ (7,221 ) Other, net $ 794 $ — $ — $ — $ 4,988 $ 5,782 Total other expense $ (1,478 ) $ — $ — $ — $ 53 $ (1,425 ) Loss before taxes $ (3,158 ) $ (994 ) $ 840 $ 956 $ — $ (2,356 ) Income tax expense $ 20,497 $ (4,931 ) $ 1,699 $ (1,207 ) $ — $ 16,058 Net loss $ (23,655 ) $ 3,937 $ (859 ) $ 2,163 $ — $ (18,414 ) Net loss available to common stockholders $ (23,912 ) $ 3,937 $ (859 ) $ 2,163 $ — $ (18,671 ) Net loss available to common stockholders per common share—basic $ (1.43 ) $ 0.23 $ (0.05 ) $ 0.13 $ — $ (1.12 ) Net loss available to common stockholders per common share—diluted $ (1.43 ) $ 0.23 $ (0.05 ) $ 0.13 $ — $ (1.12 ) _________________ (1) Reflects changes resulting from the adoption of ASU 2017-07. See Note 2 . The following table presents the impact of these changes on the Company's condensed consolidated statement of cash flows for the nine months ended March 31, 2018 : Nine Months Ended (In thousands) As Previously Reported LIFO to FIFO Adjustment Preferable Freight and Warehousing Adjustments Corrections of Freight, Overhead Variances and PPVs Retrospectively Adjusted Net loss $ (23,655 ) $ 3,937 $ (859 ) $ 2,163 $ (18,414 ) Adjustments to reconcile net loss to net cash provided by operating activities: Deferred income taxes $ 20,138 $ (4,932 ) $ 1,699 $ (1,207 ) $ 15,698 Net losses on derivative instruments and investments $ 3,292 $ (2,987 ) $ — $ — $ 305 Change in operating assets and liabilities: Inventories $ (9,533 ) $ 3,981 $ (840 ) $ (956 ) $ (7,348 ) Derivative assets (liabilities), net $ (6,091 ) $ (38 ) $ — $ — $ (6,129 ) Accounts payable $ 7,516 $ 38 $ — $ — $ 7,554 The impacts shown above have also been reflected in the Company’s condensed consolidated statements of comprehensive loss for the three and nine months ended March 31, 2018 as follows: Three Months Ended Nine Months Ended (In thousands) As Previously Reported Retrospectively Adjusted As Previously Reported Retrospectively Adjusted Net loss $ (3,908 ) $ (2,193 ) $ (23,655 ) $ (18,414 ) Unrealized losses on derivative instruments designated as cash flow hedges, net of tax $ (2,437 ) $ (2,430 ) $ (4,148 ) $ (4,255 ) Gains (losses) on derivative instruments designated as cash flow hedges reclassified to cost of goods sold, net of tax $ 1,355 $ 438 $ 1,724 $ (426 ) Total comprehensive loss, net of tax $ (4,990 ) $ (4,185 ) $ (26,079 ) $ (23,095 ) |
Acquisition (Tables)
Acquisition (Tables) | 9 Months Ended |
Mar. 31, 2019 | |
Business Acquisition [Line Items] | |
Business Acquisition, Schedule of Financial Information of Acquired Entity [Table Text Block] | The following table presents the net sales and income before taxes from the Boyd Business operations that are included in the Company’s condensed consolidated statements of operations for the three and nine months ended March 31, 2019 (unaudited): (In thousands) Three Months Ended Nine Months Ended March 31, 2019 March 31, 2019 Net sales $ 18,494 $ 63,079 Income before taxes $ 668 $ 4,884 |
Business Acquisition, Pro Forma Information [Table Text Block] | The following table sets forth certain unaudited pro forma financial results for the Company for the three and nine months ended March 31, 2019 and 2018, as if the acquisition of the Boyd Business was consummated on the same terms as of the first day of the applicable fiscal period. Three Months Ended March 31, Nine Months Ended March 31, 2019 2018 2019 2018 (In thousands) Net sales $ 146,679 $ 157,927 $ 453,892 $ 478,988 Loss before taxes $ (8,588 ) $ (3,514 ) $ (25,686 ) $ (2,029 ) |
Boyd Coffee [Member] | |
Business Acquisition [Line Items] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table summarizes the final allocation of consideration transferred as of the acquisition date: (In thousands) Fair Value Estimated Useful Life (years) Cash paid $ 38,871 Holdback Cash Amount 3,150 Multiemployer Plan Holdback 1,056 Fair value of Series A Preferred Stock (14,700 shares)(1) 11,756 Fair value of Holdback Stock (6,300 shares)(1) 4,825 Estimated post-closing net working capital adjustment (8,059 ) Total consideration $ 51,599 Accounts receivable $ 7,503 Inventory 9,415 Prepaid expense and other assets 1,951 Property, plant and equipment 4,936 Goodwill 25,395 Intangible assets: Customer relationships 16,000 10 Trade name/trademark—indefinite-lived 3,100 Accounts payable (15,080 ) Other liabilities (1,621 ) Total consideration $ 51,599 ______________ (1) Fair value of Series A Preferred Stock and Holdback Stock as of the Closing Date, estimated as the sum of (a) the present value of the dividends payable thereon and (b) the stated value of the Series A Preferred Stock or Holdback Stock, as the case may be, adjusted for both the conversion premium and the discount for lack of marketability arising from conversion restrictions. |
Derivative Instruments (Tables)
Derivative Instruments (Tables) | 9 Months Ended |
Mar. 31, 2019 | |
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, 2019 and June 30, 2018 : (In thousands) March 31, 2019 June 30, 2018 Derivative instruments designated as cash flow hedges: Long coffee pounds 35,213 40,913 Derivative instruments not designated as cash flow hedges: Long coffee pounds 4,394 2,546 Total 39,607 43,459 |
Schedule of Fair Values of Derivative Instruments on the Consolidated Balance Sheets | Fair values of derivative instruments on the Company’s condensed consolidated balance sheets: Derivative Instruments Designated as Cash Flow Hedges Derivative Instruments Not Designated as Accounting Hedges March 31, 2019 June 30, 2018 March 31, 2019 June 30, 2018 (In thousands) Financial Statement Location: Short-term derivative assets: Coffee-related derivative instruments(1) $ — $ — $ 4 $ — Interest rate swap derivative instruments $ 144 $ — $ — $ — Short-term derivative liabilities: Coffee-related derivative instruments $ 4,428 $ 3,081 $ 1,069 $ 219 Long-term derivative liabilities(2): Coffee-related derivative instruments $ 493 $ 386 $ — $ — Interest rate swap derivative instruments $ 221 $ — $ — $ — ________________ (1) Included in “Short-term derivative liabilities” on the Company’s condensed consolidated balance sheets. (2) 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 on coffee-related and interest rate swap derivative instruments designated as cash flow hedges, as recognized in AOCI and “Cost of goods sold” (prior period amounts have been retrospectively adjusted to reflect the impact of certain changes in accounting principles and corrections to previously issued financial statements as described in Note 3 ). Three Months Ended March 31, Nine Months Ended March 31, Financial Statement Classification (In thousands) 2019 2018 2019 2018 Net losses recognized in AOCI -Interest rate swap $ (78 ) $ — $ (78 ) $ — AOCI Net losses recognized in AOCI - Coffee-related $ (3,988 ) $ (3,265 ) $ (11,176 ) $ (5,718 ) AOCI Net (losses) gains recognized in earnings - Coffee-related $ (2,131 ) $ (588 ) $ (6,310 ) $ 573 Cost of Goods Sold |
Schedule of Net Realized and Unrealized Gains and Losses Recorded in 'Other, net' | Net gains and losses recorded in “Other, net” are as follows: Three Months Ended March 31, Nine Months Ended March 31, (In thousands) 2019 2018 2019 2018 Net losses on coffee-related derivative instruments(1) $ (893 ) $ (444 ) $ (2,918 ) $ (537 ) Net gains on investments — — — 7 Non-operating pension and other postretirement benefit plans cost(2) 1,394 1,663 4,921 4,988 Other (losses) gains, net (6 ) 598 102 1,324 Other, net $ 495 $ 1,817 $ 2,105 $ 5,782 ___________ (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, 2019 and 2018 . (2) Presented in accordance with newly implemented ASU 2017-07. See Note 2 . |
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, 2019 Derivative Assets $ 148 $ (148 ) $ — $ — Derivative Liabilities $ 6,211 $ (148 ) $ — $ 6,063 June 30, 2018 Derivative Assets $ — $ — $ — $ — Derivative Liabilities $ 3,686 $ — $ — $ 3,686 |
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, 2019 Derivative Assets $ 148 $ (148 ) $ — $ — Derivative Liabilities $ 6,211 $ (148 ) $ — $ 6,063 June 30, 2018 Derivative Assets $ — $ — $ — $ — Derivative Liabilities $ 3,686 $ — $ — $ 3,686 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Mar. 31, 2019 | |
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, 2019 Derivative instruments designated as cash flow hedges: Interest rate swap derivative assets(1) $ 144 $ — $ 144 $ — Coffee-related derivative liabilities(2) $ 4,921 $ — $ 4,921 $ — Interest rate swap derivative liabilities $ 221 $ — $ 221 $ — Derivative instruments not designated as accounting hedges: Coffee-related derivative assets(2) $ 4 $ — $ 4 $ — Coffee-related derivative liabilities(2) $ 1,069 $ — $ 1,069 $ — (In thousands) Total Level 1 Level 2 Level 3 June 30, 2018 Derivative instruments designated as cash flow hedges: Coffee-related derivative liabilities(2) $ 3,467 $ — $ 3,467 $ — Derivative instruments not designated as accounting hedges: Coffee-related derivative liabilities(2) $ 219 $ — $ 219 $ — ____________________ (1) The Company’s interest rate swap derivative instruments are model-derived valuations with directly or indirectly observable significant inputs such as interest rate and, therefore, classified as Level 2. (2) The Company’s coffee-related derivative instruments are traded over-the-counter and, therefore, classified as Level 2. |
Accounts Receivable, net (Table
Accounts Receivable, net (Tables) | 9 Months Ended |
Mar. 31, 2019 | |
Receivables [Abstract] | |
Schedule of Accounts, Notes, Loans and Financing Receivable | (In thousands) March 31, 2019 June 30, 2018 Trade receivables $ 64,975 $ 54,547 Other receivables(1) 2,450 4,446 Allowance for doubtful accounts (1,670 ) (495 ) Accounts receivable, net $ 65,755 $ 58,498 __________ (1) Includes vendor rebates and other non-trade receivables. |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Mar. 31, 2019 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory, Current | (In thousands) March 31, 2019 June 30, 2018 Coffee Processed $ 27,955 $ 26,882 Unprocessed 39,172 37,097 Total $ 67,127 $ 63,979 Tea and culinary products Processed $ 27,800 $ 32,406 Unprocessed 80 1,161 Total $ 27,880 $ 33,567 Coffee brewing equipment parts $ 5,363 $ 6,885 Total inventories $ 100,370 $ 104,431 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 9 Months Ended |
Mar. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | (In thousands) March 31, 2019 June 30, 2018 Buildings and facilities $ 108,697 $ 108,590 Machinery and equipment 247,073 231,581 Equipment under capital leases 1,369 1,408 Capitalized software 26,733 24,569 Office furniture and equipment 13,839 13,721 $ 397,711 $ 379,869 Accumulated depreciation (222,679 ) (209,498 ) Land 16,218 16,218 Property, plant and equipment, net $ 191,250 $ 186,589 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 9 Months Ended |
Mar. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets Disclosure | The following is a summary of the Company’s amortized and unamortized intangible assets other than goodwill: March 31, 2019 June 30, 2018 (In thousands) Gross Carrying Amount Accumulated Amortization Gross Carrying Amount Accumulated Amortization Amortized intangible assets: Customer relationships $ 33,003 $ (14,694 ) $ 33,003 $ (12,903 ) Non-compete agreements 220 (111 ) 220 (81 ) Recipes 930 (321 ) 930 (221 ) Trade name/brand name 510 (337 ) 510 (271 ) Total amortized intangible assets $ 34,663 $ (15,463 ) $ 34,663 $ (13,476 ) Unamortized intangible assets: Trademarks, trade names and brand name with indefinite lives $ 10,328 $ — $ 10,328 $ — Total unamortized intangible assets $ 10,328 $ — $ 10,328 $ — Total intangible assets $ 44,991 $ (15,463 ) $ 44,991 $ (13,476 ) |
Employee Benefit Plans (Tables)
Employee Benefit Plans (Tables) | 9 Months Ended |
Mar. 31, 2019 | |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |
Schedule of Net Periodic Benefit Costs | The net periodic benefit cost for the defined benefit pension plans is as follows: Three Months Ended March 31, Nine Months Ended March 31, 2019 2018 2019 2018 (In thousands) Service cost $ — $ — $ — $ — Interest cost 1,173 1,432 4,025 4,296 Expected return on plan assets (1,126 ) (1,456 ) (4,096 ) (4,368 ) Amortization of net loss(1) 380 418 1,120 1,254 Pension settlement charge — — 10,948 — Net periodic benefit cost $ 427 $ 394 $ 11,997 $ 1,182 ___________ (1) These amounts represent the estimated portion of the net loss in AOCI that is expected to be recognized as a component of net periodic benefit cost over the current fiscal year. |
Pension Plan | |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |
Schedule of Assumptions Used [Table Text Block] | Weighted-Average Assumptions Used to Determine Net Periodic Benefit Cost Fiscal 2019 2018 Discount rate 4.10% 3.80% Expected long-term return on plan assets 6.75% 6.75% |
Other Postretirement Benefit Plan | |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |
Schedule of Net Periodic Benefit Costs | The following table shows the components of net periodic postretirement benefit cost for the Retiree Medical Plan and Death Benefit for the three and nine months ended March 31, 2019 and 2018 . Net periodic postretirement benefit cost for the three and nine months ended March 31, 2019 was based on employee census information and asset information as of June 30, 2018. Three Months Ended March 31, Nine Months Ended March 31, 2019 2018 2019 2018 (In thousands) Components of Net Periodic Postretirement Benefit Cost (Credit): Service cost $ 133 $ 152 $ 399 $ 456 Interest cost 222 209 666 627 Amortization of net gain (209 ) (210 ) (627 ) (630 ) Amortization of prior service credit (439 ) (439 ) (1,317 ) (1,317 ) Net periodic postretirement benefit credit $ (293 ) $ (288 ) $ (879 ) $ (864 ) |
Schedule of Assumptions Used [Table Text Block] | Weighted-Average Assumptions Used to Determine Net Periodic Postretirement Benefit Cost Fiscal 2019 2018 Retiree Medical Plan discount rate 4.25% 4.13% Death Benefit discount rate 4.25% 4.12% |
Employee Stock Ownership Plan (
Employee Stock Ownership Plan (Tables) | 9 Months Ended |
Mar. 31, 2019 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Employee Stock Ownership Plan (ESOP) Disclosures | The annual interest rate was 3.80% at June 30, 2018 . March 31, 2019 June 30, 2018 Loan amount (in thousands) $ — $ 2,145 |
Schedule of Share-based Compensation, Employee Stock Purchase Plan, Activity | March 31, 2019 June 30, 2018 Allocated shares 1,321,416 1,502,323 Committed to be released shares 72,114 73,826 Unallocated shares — 72,114 Total ESOP shares 1,393,530 1,648,263 (In thousands) Fair value of ESOP shares $ 27,885 $ 50,354 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 9 Months Ended |
Mar. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | Following are the assumptions used in the Black-Scholes valuation model for NQOs granted during the nine months ended March 31, 2019 . Nine Months Ended March 31, 2019 Weighted average fair value of NQOs $ 7.78 Risk-free interest rate 3.0 % Dividend yield — % Average expected term 4.6 years Expected stock price volatility 29.6 % |
Schedule of Share-based Compensation, Nonvested Restricted Stock Shares Activity | The following table summarizes restricted stock activity for the nine months ended March 31, 2019 : Outstanding and Nonvested Restricted Stock Awards: Shares Awarded Weighted Average Grant Date Fair Value ($) Outstanding and nonvested at June 30, 2018 14,958 33.48 Granted 18,298 23.98 Vested/Released (12,722 ) 33.81 Cancelled/Forfeited — — Outstanding and nonvested at March 31, 2019 20,534 24.81 |
Schedule of Nonvested Performance-Based Restricted Stock Units Activity | The following table summarizes PBRSU activity for the nine months ended March 31, 2019 : Outstanding and Nonvested PBRSUs: PBRSUs Awarded(1) Weighted Average Grant Date Fair Value ($) Outstanding and nonvested at June 30, 2018 35,732 31.70 Granted(1) 47,928 25.04 Vested/Released — — Cancelled/Forfeited (2,889 ) 30.67 Outstanding and nonvested at March 31, 2019 80,771 27.78 Expected to vest at March 31, 2019 73,095 27.34 |
NQOs | Vested | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of Share-based Compensation, Stock Options, Activity | The following table summarizes NQO activity for the nine months ended March 31, 2019 : Outstanding NQOs: Number of NQOs Weighted Average Exercise Price ($) Weighted Average Remaining Life (Years) Aggregate Intrinsic Value ($ in thousands) Outstanding at June 30, 2018 161,324 26.82 5.10 741 Granted 154,263 25.04 — — Exercised (28,798 ) 11.32 — 466 Forfeited (7,991 ) 30.50 — — Expired (879 ) 31.70 — — Outstanding at March 31, 2019 277,919 27.32 5.98 78 Exercisable at March 31 , 2019 49,227 27.60 4.54 78 |
PNQs | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of Share-based Compensation, Stock Options, Activity | The following table summarizes PNQ activity for the nine months ended March 31, 2019 : Outstanding PNQs: Number of PNQs Weighted Average Exercise Price ($) Weighted Average Remaining Life (Years) Aggregate Intrinsic Value ($ in thousands) Outstanding at June 30, 2018 300,708 27.08 4.00 1,207 Granted — — — — Exercised (5,806 ) 22.70 — 17 Forfeited (6,916 ) 31.43 — — Expired (14,490 ) 27.50 — — Outstanding at March 31, 2019 273,496 27.04 3.28 — Exercisable at March 31 , 2019 251,933 26.55 3.17 — |
Other Current Liabilities (Tabl
Other Current Liabilities (Tables) | 9 Months Ended |
Mar. 31, 2019 | |
Payables and Accruals [Abstract] | |
Schedule of Other Current Liabilities | Other current liabilities consist of the following: (In thousands) March 31, 2019 June 30, 2018 Accrued postretirement benefits $ 810 $ 810 Accrued workers’ compensation liabilities 1,789 1,698 Short-term pension liabilities (1) — 3,761 Earnout payable (2) 1,000 600 Other (3) 3,949 3,790 Other current liabilities $ 7,548 $ 10,659 ___________ (1) Amount recorded at June 30, 2018 represents the present value of the Company’s estimated withdrawal liability under the Local 807 Pension Fund, which was settled as of December 31, 2018. See Note 12 . (2) Includes $1.0 million and $0.6 million at March 31, 2019 and June 30, 2018, respectively, in estimated fair value of earnout payable in connection with the Company’s acquisition of substantially all of the assets of West Coast Coffee completed on February 7, 2017. (3) |
Other Long-Term Liabilities (Ta
Other Long-Term Liabilities (Tables) | 9 Months Ended |
Mar. 31, 2019 | |
Other Liabilities Disclosure [Abstract] | |
Other Long-Term Liabilities | Other long-term liabilities include the following: (In thousands) March 31, 2019 June 30, 2018 Long-term obligations under capital leases $ 6 $ 58 Derivative liabilities—noncurrent 714 386 Multiemployer Plan Holdback—Boyd Coffee (1) — 1,056 Cumulative preferred dividends, undeclared and unpaid—noncurrent 551 312 Deferred income taxes(2) 1,348 — Other long-term liabilities $ 2,619 $ 1,812 ___________ (1) On January 8, 2019, the Seller notified the Company of the assessment of $0.5 million in withdrawal liability against the Seller, which the Company timely paid from the Multiemployer Plan Holdback during the three months ended March 31, 2019. The Company has applied the remaining amount of the Multiemployer Plan Holdback of $0.5 million towards satisfaction of the Seller’s post-closing net working capital deficiency under the Asset Purchase Agreement as of March 31, 2019. See Note 4 . (2) Represents deferred tax liabilities that have an indefinite reversal pattern. . |
Income Taxes (Tables)
Income Taxes (Tables) | 9 Months Ended |
Mar. 31, 2019 | |
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, 2019 2018(1) 2019 2018(1) Income tax expense (benefit) $ 43,161 $ (1,321 ) $ 39,149 $ 16,058 Effective tax rate (502.7 )% 37.6 % (152.4 )% (682.0 )% ___________ (1) The amounts and tax rates have been retrospectively adjusted to reflect the impact of certain changes in accounting principles and corrections to previously issued financial statements as described in Note 3 . |
Net (Loss) Income Per Common _2
Net (Loss) Income Per Common Share (Tables) | 9 Months Ended |
Mar. 31, 2019 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings (Loss) Per Common Share, Basic and Diluted | Three Months Ended March 31, Nine Months Ended March 31, (In thousands, except share and per share amounts) 2019 2018(1) 2019 2018(1) Undistributed net loss available to common stockholders $ (51,828 ) $ (2,318 ) $ (65,177 ) $ (18,658 ) Undistributed net loss available to nonvested restricted stockholders and holders of convertible preferred stock (55 ) (3 ) (58 ) (13 ) Net loss available to common stockholders—basic $ (51,883 ) $ (2,321 ) $ (65,235 ) $ (18,671 ) Weighted average common shares outstanding—basic 17,003,206 16,760,145 16,982,247 16,727,624 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 17,003,206 16,760,145 16,982,247 16,727,624 Net loss per common share available to common stockholders—basic $ (3.05 ) $ (0.14 ) $ (3.84 ) $ (1.12 ) Net loss per common share available to common stockholders—diluted $ (3.05 ) $ (0.14 ) $ (3.84 ) $ (1.12 ) ___________ (1) Prior period amounts have been retrospectively adjusted to reflect the impact of certain changes in accounting principles and corrections to previously issued financial statements as described in Note 3 . |
Preferred Stock (Tables)
Preferred Stock (Tables) | 9 Months Ended |
Mar. 31, 2019 | |
Preferred Stock [Abstract] | |
Schedule of Auction Market Preferred Securities by Stock Series [Table Text Block] | (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 $ 1,054 $ 15,489 $ 789 $ 15,489 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 9 Months Ended |
Mar. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | In accordance with ASC Topic 606, the Company disaggregates net sales from contracts with customers based on the characteristics of the products sold: Three Months Ended March 31, 2019 2018 (In thousands) $ % of total $ % of total Net Sales by Product Category: Coffee (Roasted) $ 93,211 63.4 % $ 99,315 63.0 % Coffee (Frozen Liquid) 8,267 5.8 % 8,675 5.0 % Tea (Iced & Hot) 8,320 5.9 % 7,889 5.0 % Culinary 15,990 11.0 % 16,872 11.0 % Spice 5,736 4.1 % 6,115 4.0 % Other beverages(1) 14,405 9.8 % 18,319 12.0 % Net sales by product category 145,929 100 % 157,185 100 % Fuel surcharge 750 — % 742 — % Net sales $ 146,679 100 % $ 157,927 100 % ____________ (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. Nine Months Ended March 31, 2019 2018 (In thousands) $ % of total $ % of total Net Sales by Product Category: Coffee (Roasted) $ 287,851 63.4 % $ 286,655 63.0 % Coffee (Frozen Liquid) 26,141 5.9 % 25,825 6.0 % Tea (Iced & Hot) 25,876 5.8 % 23,312 5.0 % Culinary 48,779 10.9 % 48,011 10.0 % Spice 17,895 4.0 % 18,722 4.0 % Other beverages(1) 44,946 10.0 % 52,354 11.0 % Net sales by product category 451,488 100 % 454,879 99.0 % Fuel surcharge 2,404 — % 2,127 1.0 % Net sales $ 453,892 100 % $ 457,006 100 % ____________ (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. |
Changes in Accounting Princip_3
Changes in Accounting Principles and Corrections to Previously Issued Financial Statements - Schedules of Accounting Adjustments (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Mar. 31, 2019 | Mar. 31, 2018 | |
Income Statement Related Disclosures [Abstract] | ||||||||
Cost of goods sold | $ 106,779 | $ 105,629 | $ 312,513 | $ 302,349 | ||||
Gross profit | 39,900 | 52,298 | 141,379 | 154,657 | ||||
Selling expenses | 34,422 | 37,754 | 111,323 | 112,736 | ||||
General and administrative expenses | 11,306 | 14,157 | 32,063 | 39,822 | ||||
Operating Expenses | 46,002 | 55,083 | 149,057 | 155,588 | ||||
Income (loss) from operations | (6,102) | (2,785) | (7,678) | (931) | ||||
Interest Expense | (2,981) | (2,547) | (9,165) | (7,221) | ||||
Other, net | 495 | 1,817 | 2,105 | 5,782 | ||||
Nonoperating Income (Expense) | (2,486) | (729) | (18,008) | (1,425) | ||||
Income (loss) before taxes | (8,588) | (3,514) | (25,686) | (2,356) | ||||
Income tax expense (benefit) | 43,161 | (1,321) | 39,149 | 16,058 | ||||
Net loss | (51,749) | $ (10,100) | $ (2,986) | (2,193) | $ (17,060) | $ 840 | (64,835) | (18,414) |
Net loss available to common stockholders | $ (51,883) | $ (2,321) | $ (65,235) | $ (18,671) | ||||
Net income available to common stockholders per common share—basic (in US$ per share) | $ (3.05) | $ (0.14) | $ (3.84) | $ (1.12) | ||||
Net income available to common stockholders per common share—diluted (in US$ per share) | $ (3.05) | $ (0.14) | $ (3.84) | $ (1.12) | ||||
Adjustments to reconcile net loss to net cash provided by operating activities: | ||||||||
Deferred income taxes | $ 40,078 | $ 15,698 | ||||||
Net losses (gains) on derivative instruments and investments | 9,228 | 305 | ||||||
Change in operating assets and liabilities: | ||||||||
Inventories | 3,937 | (7,348) | ||||||
Derivative assets (liabilities), net | (13,229) | (6,129) | ||||||
Accounts payable | 8,466 | 7,554 | ||||||
Unrealized losses on derivative instruments designated as cash flow hedges, net of tax | $ (5,905) | $ (2,430) | (11,254) | (4,255) | ||||
Gains (losses) on derivative instruments designated as cash flow hedges reclassified to cost of goods sold, net of tax | 3,201 | 438 | 6,311 | (426) | ||||
Total comprehensive loss, net of tax | $ (53,595) | (4,185) | $ (66,424) | (23,095) | ||||
As Previously Reported | ||||||||
Income Statement Related Disclosures [Abstract] | ||||||||
Cost of goods sold | 99,117 | 283,670 | ||||||
Gross profit | 58,810 | 173,336 | ||||||
Selling expenses | 44,736 | 132,979 | ||||||
General and administrative expenses | 13,766 | 39,007 | ||||||
Operating Expenses | 61,674 | 175,016 | ||||||
Income (loss) from operations | (2,864) | (1,680) | ||||||
Interest Expense | (902) | (2,286) | ||||||
Other, net | 154 | 794 | ||||||
Nonoperating Income (Expense) | (747) | (1,478) | ||||||
Income (loss) before taxes | (3,611) | (3,158) | ||||||
Income tax expense (benefit) | 297 | 20,497 | ||||||
Net loss | (3,908) | (23,655) | ||||||
Net loss available to common stockholders | $ (4,036) | $ (23,912) | ||||||
Net income available to common stockholders per common share—basic (in US$ per share) | $ (0.24) | $ (1.43) | ||||||
Net income available to common stockholders per common share—diluted (in US$ per share) | $ (0.24) | $ (1.43) | ||||||
Adjustments to reconcile net loss to net cash provided by operating activities: | ||||||||
Deferred income taxes | $ 20,138 | |||||||
Net losses (gains) on derivative instruments and investments | 3,292 | |||||||
Change in operating assets and liabilities: | ||||||||
Inventories | (9,533) | |||||||
Derivative assets (liabilities), net | (6,091) | |||||||
Accounts payable | 7,516 | |||||||
Unrealized losses on derivative instruments designated as cash flow hedges, net of tax | $ (2,437) | (4,148) | ||||||
Gains (losses) on derivative instruments designated as cash flow hedges reclassified to cost of goods sold, net of tax | 1,355 | 1,724 | ||||||
Total comprehensive loss, net of tax | (4,990) | (26,079) | ||||||
Restatement Adjustment | ||||||||
Income Statement Related Disclosures [Abstract] | ||||||||
Cost of goods sold | (87) | (216) | ||||||
Gross profit | 87 | 216 | ||||||
Selling expenses | (287) | (546) | ||||||
General and administrative expenses | 391 | 815 | ||||||
Operating Expenses | 104 | 269 | ||||||
Income (loss) from operations | (18) | (53) | ||||||
Interest Expense | (1,645) | (4,935) | ||||||
Other, net | 1,663 | 4,988 | ||||||
Nonoperating Income (Expense) | 18 | 53 | ||||||
Income (loss) before taxes | 0 | 0 | ||||||
Income tax expense (benefit) | 0 | 0 | ||||||
Net loss | 0 | 0 | ||||||
Net loss available to common stockholders | $ 0 | $ 0 | ||||||
Net income available to common stockholders per common share—basic (in US$ per share) | $ 0 | $ 0 | ||||||
Net income available to common stockholders per common share—diluted (in US$ per share) | $ 0 | $ 0 | ||||||
Restatement Adjustment | LIFO to FIFO Adjustment | ||||||||
Income Statement Related Disclosures [Abstract] | ||||||||
Cost of goods sold | $ (891) | $ 994 | ||||||
Gross profit | 891 | (994) | ||||||
Selling expenses | 0 | 0 | ||||||
General and administrative expenses | 0 | 0 | ||||||
Operating Expenses | 0 | 0 | ||||||
Income (loss) from operations | 891 | (994) | ||||||
Interest Expense | 0 | 0 | ||||||
Other, net | 0 | 0 | ||||||
Nonoperating Income (Expense) | 0 | 0 | ||||||
Income (loss) before taxes | 891 | (994) | ||||||
Income tax expense (benefit) | (1,562) | (4,931) | ||||||
Net loss | 2,452 | 3,937 | ||||||
Net loss available to common stockholders | $ 2,452 | $ 3,937 | ||||||
Net income available to common stockholders per common share—basic (in US$ per share) | $ 0.14 | $ 0.23 | ||||||
Net income available to common stockholders per common share—diluted (in US$ per share) | $ 0.14 | $ 0.23 | ||||||
Adjustments to reconcile net loss to net cash provided by operating activities: | ||||||||
Deferred income taxes | $ (4,932) | |||||||
Net losses (gains) on derivative instruments and investments | (2,987) | |||||||
Change in operating assets and liabilities: | ||||||||
Inventories | 3,981 | |||||||
Derivative assets (liabilities), net | (38) | |||||||
Accounts payable | 38 | |||||||
Restatement Adjustment | Preferable Freight and Warehousing Adjustments | ||||||||
Income Statement Related Disclosures [Abstract] | ||||||||
Cost of goods sold | $ 5,888 | 15,578 | ||||||
Gross profit | (5,888) | (15,578) | ||||||
Selling expenses | (5,495) | (16,418) | ||||||
General and administrative expenses | 0 | 0 | ||||||
Operating Expenses | (5,495) | (16,418) | ||||||
Income (loss) from operations | (393) | 840 | ||||||
Interest Expense | 0 | 0 | ||||||
Other, net | 0 | 0 | ||||||
Nonoperating Income (Expense) | 0 | 0 | ||||||
Income (loss) before taxes | (393) | 840 | ||||||
Income tax expense (benefit) | 436 | 1,699 | ||||||
Net loss | (829) | (859) | ||||||
Net loss available to common stockholders | $ (829) | $ (859) | ||||||
Net income available to common stockholders per common share—basic (in US$ per share) | $ (0.05) | $ (0.05) | ||||||
Net income available to common stockholders per common share—diluted (in US$ per share) | $ (0.05) | $ (0.05) | ||||||
Adjustments to reconcile net loss to net cash provided by operating activities: | ||||||||
Deferred income taxes | $ 1,699 | |||||||
Net losses (gains) on derivative instruments and investments | 0 | |||||||
Change in operating assets and liabilities: | ||||||||
Inventories | (840) | |||||||
Derivative assets (liabilities), net | 0 | |||||||
Accounts payable | 0 | |||||||
Restatement Adjustment | Corrections of Freight, Overhead Variances and PPVs | ||||||||
Income Statement Related Disclosures [Abstract] | ||||||||
Cost of goods sold | $ 1,602 | 2,323 | ||||||
Gross profit | (1,602) | (2,323) | ||||||
Selling expenses | (1,200) | (3,279) | ||||||
General and administrative expenses | 0 | 0 | ||||||
Operating Expenses | (1,200) | (3,279) | ||||||
Income (loss) from operations | (401) | 956 | ||||||
Interest Expense | 0 | 0 | ||||||
Other, net | 0 | 0 | ||||||
Nonoperating Income (Expense) | 0 | 0 | ||||||
Income (loss) before taxes | (401) | 956 | ||||||
Income tax expense (benefit) | (492) | (1,207) | ||||||
Net loss | 92 | 2,163 | ||||||
Net loss available to common stockholders | $ 92 | $ 2,163 | ||||||
Net income available to common stockholders per common share—basic (in US$ per share) | $ 0.01 | $ 0.13 | ||||||
Net income available to common stockholders per common share—diluted (in US$ per share) | $ 0.01 | $ 0.13 | ||||||
Adjustments to reconcile net loss to net cash provided by operating activities: | ||||||||
Deferred income taxes | $ (1,207) | |||||||
Net losses (gains) on derivative instruments and investments | 0 | |||||||
Change in operating assets and liabilities: | ||||||||
Inventories | (956) | |||||||
Derivative assets (liabilities), net | 0 | |||||||
Accounts payable | $ 0 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Mar. 31, 2019 | Mar. 31, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | Jun. 30, 2018 | Jun. 30, 2017 | |
Property, Plant and Equipment | ||||||
% of total | 100.00% | 100.00% | 100.00% | 100.00% | ||
Cost of goods sold | $ 106,779 | $ 105,629 | $ 312,513 | $ 302,349 | ||
Selling expenses | 34,422 | 37,754 | 111,323 | 112,736 | ||
Coffee Brewing Equipment | ||||||
Property, Plant and Equipment | ||||||
Cost of goods sold | 12,700 | 11,600 | 34,000 | 29,400 | ||
Interest Expense [Member] | Accounting Standards Update 2017-07 | ||||||
Property, Plant and Equipment | ||||||
New Accounting Pronouncement or Change in Accounting Principle, Effect of Adoption, Quantification | 1,400 | 1,600 | 4,700 | 4,900 | $ 6,600 | $ 6,400 |
Other Expense [Member] | Accounting Standards Update 2017-07 | ||||||
Property, Plant and Equipment | ||||||
New Accounting Pronouncement or Change in Accounting Principle, Effect of Adoption, Quantification | 1,400 | 1,700 | 4,900 | 5,000 | $ (6,700) | $ (6,800) |
Shipping and Handling [Member] | ||||||
Property, Plant and Equipment | ||||||
Selling expenses | $ 2,400 | $ 4,200 | $ 9,000 | $ 9,300 | ||
Five Customers [Member] | ||||||
Property, Plant and Equipment | ||||||
% of total | 33.00% | 20.00% |
Changes in Accounting Princip_4
Changes in Accounting Principles and Corrections to Previously Issued Financial Statements - Narrative (Details) - USD ($) $ in Millions | Jul. 01, 2017 | Jun. 30, 2018 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Percentage of LIFO Inventory | 91.00% | |
LIFO to FIFO Adjustment | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Cumulative Effect on Retained Earnings, Net of Tax | $ 17.6 |
Restructuring Plans (Details)
Restructuring Plans (Details) | Feb. 21, 2017USD ($) | Feb. 05, 2015 | Mar. 31, 2019USD ($) | Mar. 31, 2018USD ($) | Mar. 31, 2019USD ($) | Mar. 31, 2018USD ($) | Jun. 30, 2018USD ($) | Dec. 31, 2018USD ($) | Sep. 30, 2018USD ($) |
Corporate Relocation Plan | |||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||
Restructuring, number of positions affected | 350 | ||||||||
Restructuring charges | $ 3,400,000 | ||||||||
Restructuring charges incurred to date | $ 35,200,000 | 35,200,000 | |||||||
DSD Restructuring Plan | |||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||
Restructuring charges incurred to date | 4,500,000 | 4,500,000 | |||||||
Employee-related | Corporate Relocation Plan | |||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||
Payments | $ 17,400,000 | ||||||||
Employee-related | DSD Restructuring Plan | |||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||
Restructuring charges | 100,000 | $ 0 | 1,300,000 | $ 24,000 | |||||
Payments | $ 2,600,000 | ||||||||
Facility Closing | Corporate Relocation Plan | |||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||
Accelerated depreciation | 2,300,000 | ||||||||
Payments | 7,000,000 | ||||||||
Other Restructuring | Corporate Relocation Plan | |||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||
Payments | 7,400,000 | ||||||||
Sale Leaseback Transaction, Rent Expense | $ 1,400,000 | ||||||||
Other Restructuring | DSD Restructuring Plan | |||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||
Restructuring charges | 1,500 | $ 100,000 | 200,000 | $ 300,000 | |||||
Payments | $ 1,900,000 | ||||||||
Pension withdrawal liability | Corporate Relocation Plan | |||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||
Payments | $ 3,400,000 | ||||||||
Pension withdrawal liability | DSD Restructuring Plan | |||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||
Payments | 4,400,000 | ||||||||
Expected cost remaining | 100,000 | 100,000 | |||||||
Maximum | DSD Restructuring Plan | |||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||
Expected restructuring and related costs | $ 4,900,000 | ||||||||
Maximum | Employee-related | DSD Restructuring Plan | |||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||
Expected restructuring and related costs | 2,700,000 | ||||||||
Maximum | Other Restructuring | DSD Restructuring Plan | |||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||
Expected restructuring and related costs | $ 2,200,000 | ||||||||
WCTPP [Member] | |||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||
Withdrawal obligation | 2,100,000 | 2,100,000 | |||||||
WCTPP [Member] | Employee-related | Corporate Relocation Plan | |||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||
Multiemployer Plans, Withdrawal Obligation, Amount Paid | $ 1,300,000 | $ 1,300,000 |
Acquisition (Details)
Acquisition (Details) - USD ($) $ / shares in Units, $ in Thousands | Oct. 02, 2017 | Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2017 | Mar. 31, 2019 | Mar. 31, 2018 | Jan. 09, 2019 | Jan. 08, 2019 | Jun. 30, 2018 |
Business Acquisition [Line Items] | |||||||||
Business Combination, Separately Recognized Transactions, Expenses and Losses Recognized | $ 10,200 | $ 3,700 | $ 19,400 | ||||||
Business Acquisition, Pro Forma Revenue | $ 146,679 | 157,927 | 453,892 | 478,988 | |||||
Purchase consideration | $ 11,572 | ||||||||
Multiemployer Plans, Withdrawal Obligation, Assessment | $ 500 | 500 | $ 500 | $ 500 | |||||
Acquisition of businesses, net of cash acquired | $ 0 | 39,608 | |||||||
Preferred stock, par value (in US$ per share) | $ 1 | $ 1 | $ 1 | ||||||
Preliminary allocation of consideration transferred | |||||||||
Goodwill | $ 36,224 | $ 36,224 | $ 36,224 | ||||||
Business Acquisition, Pro Forma Net Income (Loss) | (8,588) | (3,514) | (25,686) | (2,029) | |||||
Income (loss) before taxes | (8,588) | (3,514) | (25,686) | (2,356) | |||||
Boyd Coffee [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Revenues | 18,494 | 63,079 | |||||||
Business Acquisition, Transaction Costs | 2,400 | $ 1,600 | 6,100 | 5,000 | |||||
Purchase consideration | $ 51,599 | ||||||||
Contingent consideration | 3,150 | 3,150 | |||||||
Non-cash Multiemployer Plan Holdback payable recognized—Boyd Coffee acquisition | 0 | $ 1,056 | |||||||
Acquisition of businesses, net of cash acquired | $ 38,871 | ||||||||
Consideration for Boyd Coffee acquisition (shares) | 14,700 | ||||||||
Preliminary allocation of consideration transferred | |||||||||
Accounts receivable | $ 7,503 | ||||||||
Inventory | 9,415 | ||||||||
Prepaid assets | 1,951 | ||||||||
Property, plant and equipment | 4,936 | ||||||||
Goodwill | $ 25,395 | ||||||||
Finite-lived intangible assets, weighted average useful life | 10 years | ||||||||
Accounts payable | $ (15,080) | ||||||||
Other liabilities | (1,621) | ||||||||
Total consideration, net of cash acquired | 51,599 | ||||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | 11,756 | 2,300 | |||||||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Financial Assets | (8,059) | (6,300) | |||||||
Income (loss) before taxes | $ 668 | $ 4,884 | |||||||
Boyd Coffee [Member] | Customer relationships | |||||||||
Preliminary allocation of consideration transferred | |||||||||
Finite-lived intangible assets | 16,000 | ||||||||
Boyd Coffee [Member] | Trademarks and Trade Names [Member] | |||||||||
Preliminary allocation of consideration transferred | |||||||||
Finite-lived intangible assets | 3,100 | ||||||||
Series A Preferred Stock [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Preferred stock, par value (in US$ per share) | $ 1,000 | $ 1,000 | |||||||
Series A Preferred Stock [Member] | Boyd Coffee [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Contingent consideration | $ 4,825 | ||||||||
Convertible Preferred Stock, Shares Cancelled | 4,630 | 4,630 | |||||||
Convertible Preferred Stock, Shares Reserved for Future Issuance | 6,300 | 1,670 | 1,670 |
Derivative Instruments - Schedu
Derivative Instruments - Schedule of Notional Volumes of Derivative Instruments (Details) - lb lb in Thousands | Mar. 31, 2019 | Jun. 30, 2018 |
Derivative [Line Items] | ||
Derivative, Nonmonetary Notional Amount | (39,607) | (43,459) |
Cash Flow Hedging | Designated as Hedging Instrument | ||
Derivative [Line Items] | ||
Derivative, Nonmonetary Notional Amount | (35,213) | (40,913) |
Cash Flow Hedging | Not Designated as Hedging Instrument | Long | ||
Derivative [Line Items] | ||
Derivative, Nonmonetary Notional Amount | (4,394) | (2,546) |
Derivative Instruments - Fair V
Derivative Instruments - Fair Value of Derivative Instruments on the Consolidated Balance Sheets (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Jun. 30, 2018 |
Designated as Cash Flow Hedges | Short-term Investments | Cash Flow Hedging | ||
Derivatives, Fair Value [Line Items] | ||
Derivative asset, fair value | $ 0 | $ 0 |
Designated as Cash Flow Hedges | Short-Term Derivative Liabilities | Cash Flow Hedging | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liability, fair value | 4,428 | 3,081 |
Designated as Cash Flow Hedges | Long-term derivative liabilities | Cash Flow Hedging | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liability, fair value | 493 | 386 |
Not Designated as Hedging Instrument | Short-term Investments | ||
Derivatives, Fair Value [Line Items] | ||
Derivative asset, fair value | 4 | 0 |
Not Designated as Hedging Instrument | Short-Term Derivative Liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liability, fair value | 1,069 | 219 |
Not Designated as Hedging Instrument | Long-term derivative liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liability, fair value | 0 | 0 |
Interest Rate Swap [Member] | Designated as Cash Flow Hedges | Short-term Investments | Cash Flow Hedging | ||
Derivatives, Fair Value [Line Items] | ||
Derivative asset, fair value | 144 | 0 |
Interest Rate Swap [Member] | Designated as Cash Flow Hedges | Long-term derivative liabilities | Cash Flow Hedging | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liability, fair value | 221 | 0 |
Interest Rate Swap [Member] | Not Designated as Hedging Instrument | Short-term Investments | ||
Derivatives, Fair Value [Line Items] | ||
Derivative asset, fair value | 0 | 0 |
Interest Rate Swap [Member] | Not Designated as Hedging Instrument | Long-term derivative liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liability, fair value | $ 0 | $ 0 |
Derivative Instruments - Pretax
Derivative Instruments - Pretax Effect of Derivative Instruments on Earnings and OCI (Details) - Cash Flow Hedging - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Net losses recognized in AOCI - Coffee-related | $ (3,988) | $ (3,265) | $ (11,176) | $ (5,718) |
Net (losses) gains recognized in earnings - Coffee-related | -2131 | -588 | -6310 | 573 |
Derivative Instruments - Narrat
Derivative Instruments - Narrative (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Mar. 31, 2019 | Mar. 31, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | Jun. 30, 2018 | |
Derivative [Line Items] | |||||
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 | (11,600,000) | ||||
Gain (Loss) on Discontinuation of Cash Flow Hedge Due to Forecasted Transaction Probable of Not Occurring, Net | $ 0 | $ 0 | $ 0 | $ 0 | |
Derivative Instruments, Percentage Designated As Cash Flow Hedges | 89.00% | 89.00% | 94.00% | ||
Cash Flow Hedging | |||||
Derivative [Line Items] | |||||
Net losses recognized in AOCI - Coffee-related | $ (3,988,000) | (3,265,000) | $ (11,176,000) | (5,718,000) | |
Derivative, Term of Contract | 21 months | ||||
Interest Rate Swap [Member] | |||||
Derivative [Line Items] | |||||
Derivative, Notional Amount | $ 80,000,000 | $ 80,000,000 | |||
Derivative, Floor Interest Rate | 0.00% | 0.00% | |||
Derivative, Fixed Interest Rate | 2.1975% | 2.1975% | |||
Interest Rate Swap [Member] | Cash Flow Hedging | |||||
Derivative [Line Items] | |||||
Net losses recognized in AOCI - Coffee-related | $ (78,000) | $ 0 | $ (78,000) | $ 0 |
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, 2019 | Mar. 31, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Other, net | $ 495 | $ 1,817 | $ 2,105 | $ 5,782 |
Coffee | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Net realized and unrealized losses from coffee-related derivatives not designated as accounting hedges | (893) | (444) | (2,918) | (537) |
Net realized and unrealized gains from investments | 0 | 0 | 0 | 7 |
Net (losses) gains on derivatives and investments | 1,394 | 1,663 | 4,921 | 4,988 |
Other gains, net | (6) | 598 | 102 | 1,324 |
Other, net | $ 495 | $ 1,817 | $ 2,105 | $ 5,782 |
Derivative Instruments - Sche_2
Derivative Instruments - Schedule of Offsetting Derivative Asset and Liability Positions (Details) - Counterparty A - USD ($) $ in Thousands | Mar. 31, 2019 | Jun. 30, 2018 |
Derivatives, Fair Value [Line Items] | ||
Derivative asset, fair value | $ 148 | $ 0 |
Derivative asset, netting adjustment | (148) | 0 |
Derivative asset, cash collateral posted | 0 | 0 |
Derivative asset, net | 0 | 0 |
Derivative liability, fair value | 6,211 | 3,686 |
Derivative liability, netting adjustment | (148) | 0 |
Derivative liability, cash collateral posted | 0 | 0 |
Derivative liability, net | $ 6,063 | $ 3,686 |
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, 2019 | Jun. 30, 2018 |
Interest Rate Swap Derivative Assets [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Interest rate swap derivative assets(1) | $ 144 | |
Interest Rate Swap Derivative Assets [Member] | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Interest rate swap derivative assets(1) | 0 | |
Interest Rate Swap Derivative Assets [Member] | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Interest rate swap derivative assets(1) | 144 | |
Interest Rate Swap Derivative Assets [Member] | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Interest rate swap derivative assets(1) | 0 | |
Coffee-related Derivative Instruments | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Interest rate swap derivative liabilities | 4,921 | $ 3,467 |
Coffee-related derivative assets(2) | 4 | |
Coffee-related derivative liabilities(2) | 1,069 | 219 |
Coffee-related Derivative Instruments | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Interest rate swap derivative liabilities | 0 | 0 |
Coffee-related derivative assets(2) | 0 | |
Coffee-related derivative liabilities(2) | 0 | 0 |
Coffee-related Derivative Instruments | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Interest rate swap derivative liabilities | 4,921 | 3,467 |
Coffee-related derivative assets(2) | 4 | |
Coffee-related derivative liabilities(2) | 1,069 | 219 |
Coffee-related Derivative Instruments | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Interest rate swap derivative liabilities | 0 | 0 |
Coffee-related derivative assets(2) | 0 | |
Coffee-related derivative liabilities(2) | 0 | $ 0 |
Interest Rate Swap Derivative Liabilities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Interest rate swap derivative liabilities | 221 | |
Interest Rate Swap Derivative Liabilities [Member] | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Interest rate swap derivative liabilities | 0 | |
Interest Rate Swap Derivative Liabilities [Member] | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Interest rate swap derivative liabilities | 221 | |
Interest Rate Swap Derivative Liabilities [Member] | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Interest rate swap derivative liabilities | $ 0 |
Accounts Receivable, net - Sche
Accounts Receivable, net - Schedule of Accounts Receivable (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Jun. 30, 2018 |
Receivables [Abstract] | ||
Trade receivables | $ 64,975 | $ 54,547 |
Other Receivables | 2,450 | 4,446 |
Allowance for doubtful accounts | (1,670) | (495) |
Accounts receivable, net | $ 65,755 | $ 58,498 |
Accounts Receivable, net - Narr
Accounts Receivable, net - Narrative (Details) $ in Millions | 9 Months Ended |
Mar. 31, 2019USD ($) | |
Receivables [Abstract] | |
Increase in allowance for doubtful accounts | $ 1.2 |
Bad Debt Expense | 1.9 |
Allowance for Doubtful Accounts Receivable, Write-offs | $ 0.7 |
Inventories - Schedule of Inven
Inventories - Schedule of Inventory (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Jun. 30, 2018 |
Product Information | ||
Total | $ 100,370 | $ 104,431 |
Coffee | ||
Product Information | ||
Processed | 27,955 | 26,882 |
Unprocessed | 39,172 | 37,097 |
Total | 67,127 | 63,979 |
Tea and Culinary Products | ||
Product Information | ||
Processed | 27,800 | 32,406 |
Unprocessed | 80 | 1,161 |
Total | 27,880 | 33,567 |
Coffee Brewing Equipment | ||
Product Information | ||
Total | $ 5,363 | $ 6,885 |
Property, Plant and Equipment_2
Property, Plant and Equipment (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Mar. 31, 2019 | Mar. 31, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | Jun. 30, 2018 | Dec. 31, 2017 | |
Property, Plant and Equipment | ||||||
Property, plant and equipment gross | $ 397,711 | $ 397,711 | $ 379,869 | |||
Accumulated depreciation | (222,679) | (222,679) | (209,498) | |||
Land | 16,218 | 16,218 | 16,218 | |||
Property, plant and equipment, net | 191,250 | 191,250 | 186,589 | |||
Coffee Brewing Equipment | ||||||
Property, Plant and Equipment | ||||||
Property, plant and equipment gross | 8,900 | 8,900 | $ 8,100 | |||
Depreciation | 2,300 | $ 2,100 | 6,700 | $ 6,500 | ||
Building and Facilities | ||||||
Property, Plant and Equipment | ||||||
Property, plant and equipment gross | 108,697 | 108,697 | 108,590 | |||
Machinery and Equipment | ||||||
Property, Plant and Equipment | ||||||
Property, plant and equipment gross | 247,073 | 247,073 | 231,581 | |||
Equipment under Capital Leases | Northlake, Texas | ||||||
Property, Plant and Equipment | ||||||
Property, plant and equipment gross | 1,369 | 1,369 | 1,408 | |||
Capitalized Software Costs | Northlake, Texas | ||||||
Property, Plant and Equipment | ||||||
Property, plant and equipment gross | 26,733 | 26,733 | 24,569 | |||
Office furniture and equipment | ||||||
Property, Plant and Equipment | ||||||
Property, plant and equipment gross | $ 13,839 | $ 13,839 | $ 13,721 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Mar. 31, 2019 | Mar. 31, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | Jun. 30, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||||
Goodwill | $ 36,224 | $ 36,224 | $ 36,224 | ||
Amortization expense | $ 700 | $ 300 | $ 2,000 | $ 1,700 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Jun. 30, 2018 |
Finite-Lived Intangible Assets [Line Items] | ||
Amortized intangible assets, Gross Carrying Amount | $ 34,663 | $ 34,663 |
Accumulated Amortization | (15,463) | (13,476) |
Unamortized intangible assets, Gross Carrying Amount | 10,328 | 10,328 |
Total intangible assets | 44,991 | 44,991 |
Trademarks, trade names and brand name with indefinite lives | ||
Finite-Lived Intangible Assets [Line Items] | ||
Unamortized intangible assets, Gross Carrying Amount | 10,328 | 10,328 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortized intangible assets, Gross Carrying Amount | 33,003 | 33,003 |
Accumulated Amortization | (14,694) | (12,903) |
Non-compete agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortized intangible assets, Gross Carrying Amount | 220 | 220 |
Accumulated Amortization | (111) | (81) |
Recipes | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortized intangible assets, Gross Carrying Amount | 930 | 930 |
Accumulated Amortization | (321) | (221) |
Trade name/brand name | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortized intangible assets, Gross Carrying Amount | 510 | 510 |
Accumulated Amortization | $ (337) | $ (271) |
Employee Benefit Plans - Compon
Employee Benefit Plans - Components of Net Periodic Benefit Cost and Amounts Recognized in Other Comprehensive Income (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | |
Components of net periodic benefit cost | ||||
Pension settlement charge | $ 0 | $ 0 | $ 10,948 | $ 0 |
Pension Plan | ||||
Components of net periodic benefit cost | ||||
Service cost | 0 | 0 | 0 | 0 |
Interest cost | 1,173 | 1,432 | 4,025 | 4,296 |
Expected return on plan assets | (1,126) | (1,456) | (4,096) | (4,368) |
Amortization of net loss (gain) | 380 | 418 | 1,120 | 1,254 |
Pension settlement charge | 0 | 0 | 10,948 | 0 |
Net periodic benefit (credit) cost | 427 | 394 | $ 11,997 | $ 1,182 |
Weighted average assumptions used to determine benefit obligations | ||||
Discount rate | 4.10% | 3.80% | ||
Expected long-term return on plan assets | 6.75% | 6.75% | ||
Other Postretirement Benefit Plan | ||||
Components of net periodic benefit cost | ||||
Service cost | 133 | 152 | $ 399,000 | $ 456,000 |
Interest cost | 222 | 209 | 666,000 | 627,000 |
Amortization of net loss (gain) | (209) | (210) | (627,000) | (630,000) |
Net periodic benefit (credit) cost | $ (293) | $ (288) | $ (879,000) | $ (864,000) |
Retiree Medical Plan | ||||
Weighted average assumptions used to determine benefit obligations | ||||
Discount rate | 4.25% | 4.13% | ||
Death Benefit Plan | ||||
Weighted average assumptions used to determine benefit obligations | ||||
Discount rate | 4.25% | 4.12% |
Employee Benefit Plans - Narrat
Employee Benefit Plans - Narrative (Details) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Mar. 31, 2019USD ($) | Mar. 31, 2018USD ($) | Mar. 31, 2019USD ($)hourplan | Mar. 31, 2018USD ($) | Jun. 30, 2012USD ($)quarter | Jan. 09, 2019USD ($) | Jan. 08, 2019USD ($) | Jun. 30, 2018USD ($) | Jan. 05, 2015USD ($) | Nov. 18, 2014USD ($) | |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||||||||||
Pension settlement charge | $ 0 | $ 0 | $ 10,948,000 | $ 0 | ||||||
Multiemployer plans, number of plans | plan | 2 | |||||||||
Increase (Decrease) in Obligation, Pension and Other Postretirement Benefits | $ 24,400,000 | |||||||||
Multiemployer Plans, Withdrawal Obligation, Assessment | 500,000 | 500,000 | $ 500,000 | $ 500,000 | ||||||
Other Commitment, Due after Fifth Year | $ 200,000 | $ 200,000 | ||||||||
Defined contribution plan, hours threshold for eligibility | hour | 1,000 | |||||||||
Defined contribution plan, employer matching contribution percent | 100.00% | 50.00% | ||||||||
Defined contribution plan, employer matching contribution, percent of eligible income | 4.00% | 6.00% | ||||||||
Defined contribution plan, employer matching contribution, annual vesting percent | 20.00% | |||||||||
Defined contribution plan, vesting period | 5 years | |||||||||
Defined Contribution Plan, Employer Matching Contribution, Amount | $ 700,000 | 500,000 | $ 1,600,000 | 1,500,000 | ||||||
Defined Benefit Plan, Plan Assets, Increase (Decrease) for Assets Transferred to (from) Plan | 6,700,000 | |||||||||
Compensation Expense | 700,000 | 600,000 | $ 900,000 | 1,800,000 | ||||||
Minimum | ||||||||||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||||||||||
Investment horizon for long-term capital market assumptions | 20 years | |||||||||
Maximum | ||||||||||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||||||||||
Investment horizon for long-term capital market assumptions | 30 years | |||||||||
Brewmatic Plan [Member] | ||||||||||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||||||||||
Defined Benefit Plan, Benefit Obligation | 114,100,000 | $ 114,100,000 | ||||||||
Defined Benefit Plan, Fair Value of Plan Assets | 67,400,000 | 67,400,000 | ||||||||
Defined Benefit Plan, Funded (Unfunded) Status of Plan | 46,700,000 | 46,700,000 | ||||||||
WCTPP [Member] | ||||||||||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||||||||||
Multiemployer Plans, Withdrawal Obligation, Assessment | 3,400,000 | 3,400,000 | ||||||||
Withdrawal obligation | 2,100,000 | 2,100,000 | ||||||||
Labor Management Pension Fund | ||||||||||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||||||||||
Withdrawal obligation | $ 4,300,000 | $ 3,800,000 | $ 4,900,000 | $ 4,400,000 | ||||||
Multiemployer plan, quarterly installments for withdrawal liability | $ 100,000 | |||||||||
Multiemployer plan, quarterly installments for withdrawal liability, number of quarters | quarter | 80 | |||||||||
Local 807 Pension Plan [Member] | ||||||||||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||||||||||
Defined Benefit Plan, Benefit Obligation, Payment for Settlement | 3,000,000 | |||||||||
Multiemployer plan, quarterly installments for withdrawal liability | $ 91,000 | |||||||||
Other Postretirement Benefit Plan | ||||||||||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||||||||||
Multiemployer plans, number of plans | plan | 9 | |||||||||
Pension Plan | ||||||||||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||||||||||
Pension settlement charge | $ 0 | $ 0 | $ 10,948,000 | $ 0 | ||||||
Multiemployer Plans, Pension | Multiemployer Plans, Defined Benefit Pension Plans [Member] | ||||||||||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||||||||||
Multiemployer plans, number of plans | plan | 2 | |||||||||
Multiemployer Plans, Pension | Multiemployer Plans, Defined Contribution Pension Plan [Member] | ||||||||||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||||||||||
Multiemployer plans, number of plans | plan | 1 | |||||||||
Employee-related | WCTPP [Member] | ||||||||||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||||||||||
Defined Benefit Plan, Benefit Obligation, Payment for Settlement | $ 153,822 | |||||||||
Multiemployer plan, quarterly installments for withdrawal liability | $ 190,507 |
Employee Benefit Plans - Multi-
Employee Benefit Plans - Multi-Employer Plan (Details) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Mar. 31, 2019USD ($) | Mar. 31, 2018USD ($) | Mar. 31, 2019USD ($)hourplan | Mar. 31, 2018USD ($) | Jun. 30, 2012USD ($)quarter | Jun. 30, 2018USD ($) | Jan. 05, 2015USD ($) | Nov. 18, 2014USD ($) | |
Multiemployer Plans [Line Items] | ||||||||
Defined Contribution Plan, Employer Matching Contribution, Amount | $ 700,000 | $ 500,000 | $ 1,600,000 | $ 1,500,000 | ||||
Multiemployer plans, number of plans | plan | 2 | |||||||
Defined contribution plan, hours threshold for eligibility | hour | 1,000 | |||||||
Defined contribution plan, employer matching contribution percent | 100.00% | 50.00% | ||||||
Defined contribution plan, employer matching contribution, percent of eligible income | 4.00% | 6.00% | ||||||
Defined contribution plan, employer matching contribution, annual vesting percent | 20.00% | |||||||
WCTPP [Member] | ||||||||
Multiemployer Plans [Line Items] | ||||||||
Withdrawal obligation | $ 2,100,000 | $ 2,100,000 | ||||||
Labor Management Pension Fund | ||||||||
Multiemployer Plans [Line Items] | ||||||||
Withdrawal obligation | $ 4,300,000 | $ 3,800,000 | $ 4,900,000 | $ 4,400,000 | ||||
Multiemployer plan, quarterly installments for withdrawal liability | $ 100,000 | |||||||
Multiemployer plan, quarterly installments for withdrawal liability, number of quarters | quarter | 80 | |||||||
Multiemployer Plans, Pension | Multiemployer Plans, Defined Benefit Pension Plans [Member] | ||||||||
Multiemployer Plans [Line Items] | ||||||||
Multiemployer plans, number of plans | plan | 2 | |||||||
Pension Plan | ||||||||
Multiemployer Plans [Line Items] | ||||||||
Defined Benefit Plan, Expected Return (Loss) on Plan Assets | 1,126,000 | 1,456,000 | $ 4,096,000 | 4,368,000 | ||||
Defined Benefit Plan, Service Cost | 0 | 0 | 0 | 0 | ||||
Defined Benefit Plan, Interest Cost | 1,173,000 | 1,432,000 | 4,025,000 | 4,296,000 | ||||
Defined Benefit Plan, Amortization of Gain (Loss) | 380,000 | 418,000 | 1,120,000 | 1,254,000 | ||||
Net periodic benefit (credit) cost | 427,000 | 394,000 | $ 11,997,000 | 1,182,000 | ||||
Other Postretirement Benefit Plan | ||||||||
Multiemployer Plans [Line Items] | ||||||||
Multiemployer plans, number of plans | plan | 9 | |||||||
Defined Benefit Plan, Service Cost | 133,000 | 152,000 | $ 399,000,000 | 456,000,000 | ||||
Defined Benefit Plan, Interest Cost | 222,000 | 209,000 | 666,000,000 | 627,000,000 | ||||
Defined Benefit Plan, Amortization of Gain (Loss) | (209,000) | (210,000) | (627,000,000) | (630,000,000) | ||||
Amortization of prior service credit | (439,000) | (439,000) | (1,317,000,000) | (1,317,000,000) | ||||
Net periodic benefit (credit) cost | $ (293,000) | $ (288,000) | (879,000,000) | $ (864,000,000) | ||||
Employee-related | WCTPP [Member] | ||||||||
Multiemployer Plans [Line Items] | ||||||||
Multiemployer plan, quarterly installments for withdrawal liability | $ 190,507 |
Revolving Credit Facility (Deta
Revolving Credit Facility (Details) - USD ($) | Nov. 06, 2018 | Aug. 25, 2017 | Sep. 30, 2018 | Mar. 31, 2019 | Jun. 30, 2018 | Oct. 18, 2018 |
Line of Credit Facility | ||||||
Long-term borrowings under revolving credit facility | $ 123,000,000 | $ 0 | ||||
Revolving Credit Facility | ||||||
Line of Credit Facility | ||||||
Line of credit, current borrowing capacity | $ 150,000,000 | |||||
Debt, weighted average interest rate | 4.25% | |||||
Letter of Credit | ||||||
Line of Credit Facility | ||||||
Long-term borrowings under revolving credit facility | $ 2,000,000 | |||||
Amended Credit Agreement [Member] | Revolving Credit Facility | ||||||
Line of Credit Facility | ||||||
Line of credit, commitment fee percent | 0.25% | |||||
JP Morgan and SunTrust | Minimum | ||||||
Line of Credit Facility | ||||||
Debt Instrument, Interest Rate, Increase (Decrease) | 0.375% | |||||
JP Morgan and SunTrust | Maximum | ||||||
Line of Credit Facility | ||||||
Debt Instrument, Interest Rate, Increase (Decrease) | 0.50% | |||||
JP Morgan and SunTrust | Amended Credit Agreement [Member] | Revolving Credit Facility | ||||||
Line of Credit Facility | ||||||
Line of credit, maximum borrowing capacity | 125,000,000 | $ 135,000,000 | ||||
JP Morgan and SunTrust | JPM Chase Loan Agreement | Revolving Credit Facility | ||||||
Line of Credit Facility | ||||||
Line of Credit Facility, Revolving Loan Commitment, Accordion Feature | $ 10,000,000 | |||||
JP Morgan Chase | Amended Credit Agreement [Member] | Revolving Credit Facility | Minimum | ||||||
Line of Credit Facility | ||||||
Line of credit, commitment fee percent | 0.20% | |||||
JP Morgan Chase | Amended Credit Agreement [Member] | Revolving Credit Facility | Maximum | ||||||
Line of Credit Facility | ||||||
Line of credit, commitment fee percent | 0.40% | |||||
JP Morgan Chase | JPM Chase Loan Agreement | Revolving Credit Facility | ||||||
Line of Credit Facility | ||||||
Line of credit, maximum borrowing capacity | $ 150,000,000 | |||||
Line of Credit Facility, Revolving Loan Commitment, Accordion Feature | 75,000,000 | |||||
JP Morgan Chase | JPM Chase Loan Agreement | Swing Line Loans | ||||||
Line of Credit Facility | ||||||
Line of credit, maximum borrowing capacity | $ 15,000,000 | |||||
Prime Rate | JP Morgan and SunTrust | ||||||
Line of Credit Facility | ||||||
Line of credit, description of interest rate | PRIME + 0.25% | |||||
Prime Rate | JP Morgan and SunTrust | Minimum | ||||||
Line of Credit Facility | ||||||
Line of credit, description of interest rate | PRIME - 0.25% | |||||
Prime Rate | JP Morgan and SunTrust | Maximum | ||||||
Line of Credit Facility | ||||||
Line of credit, description of interest rate | PRIME + 0.50% | |||||
Prime Rate | JP Morgan Chase | Minimum | ||||||
Line of Credit Facility | ||||||
Line of credit, description of interest rate | PRIME + 0.25% | |||||
Prime Rate | JP Morgan Chase | Maximum | ||||||
Line of Credit Facility | ||||||
Line of credit, description of interest rate | PRIME + 0.875% | |||||
London Interbank Offered Rate (LIBOR) | JP Morgan and SunTrust | ||||||
Line of Credit Facility | ||||||
Line of credit, description of interest rate | Adjusted LIBO Rate + 1.75% | |||||
London Interbank Offered Rate (LIBOR) | JP Morgan and SunTrust | Minimum | ||||||
Line of Credit Facility | ||||||
Line of credit, description of interest rate | Adjusted LIBO Rate + 1.25% | |||||
London Interbank Offered Rate (LIBOR) | JP Morgan and SunTrust | Maximum | ||||||
Line of Credit Facility | ||||||
Line of credit, description of interest rate | Adjusted LIBO Rate + 2.00% | |||||
London Interbank Offered Rate (LIBOR) | JP Morgan Chase | Minimum | ||||||
Line of Credit Facility | ||||||
Line of credit, description of interest rate | Adjusted LIBO Rate + 1.25% | |||||
London Interbank Offered Rate (LIBOR) | JP Morgan Chase | Maximum | ||||||
Line of Credit Facility | ||||||
Line of credit, description of interest rate | Adjusted LIBO Rate + 1.875% | |||||
Option One [Member] | JP Morgan and SunTrust | JPM Chase Loan Agreement | Revolving Credit Facility | ||||||
Line of Credit Facility | ||||||
Debt Instrument, Description of Variable Rate Basis | Prime Rate | |||||
Option One [Member] | JP Morgan and SunTrust | JPM Chase Loan Agreement | Revolving Credit Facility | Minimum | ||||||
Line of Credit Facility | ||||||
Debt Instrument, Basis Spread on Variable Rate | (0.25%) | |||||
Option One [Member] | JP Morgan and SunTrust | JPM Chase Loan Agreement | Revolving Credit Facility | Maximum | ||||||
Line of Credit Facility | ||||||
Debt Instrument, Basis Spread on Variable Rate | 0.50% | |||||
Option One [Member] | JP Morgan Chase | JPM Chase Loan Agreement | Revolving Credit Facility | ||||||
Line of Credit Facility | ||||||
Debt Instrument, Description of Variable Rate Basis | Prime Rate | |||||
Option One [Member] | JP Morgan Chase | JPM Chase Loan Agreement | Revolving Credit Facility | Minimum | ||||||
Line of Credit Facility | ||||||
Debt Instrument, Basis Spread on Variable Rate | 0.25% | |||||
Option One [Member] | JP Morgan Chase | JPM Chase Loan Agreement | Revolving Credit Facility | Maximum | ||||||
Line of Credit Facility | ||||||
Debt Instrument, Basis Spread on Variable Rate | 0.875% | |||||
Option Two [Member] | JP Morgan and SunTrust | JPM Chase Loan Agreement | Revolving Credit Facility | ||||||
Line of Credit Facility | ||||||
Debt Instrument, Description of Variable Rate Basis | LIBOR Rate | |||||
Option Two [Member] | JP Morgan and SunTrust | JPM Chase Loan Agreement | Revolving Credit Facility | Minimum | ||||||
Line of Credit Facility | ||||||
Debt Instrument, Basis Spread on Variable Rate | 1.25% | |||||
Option Two [Member] | JP Morgan and SunTrust | JPM Chase Loan Agreement | Revolving Credit Facility | Maximum | ||||||
Line of Credit Facility | ||||||
Debt Instrument, Basis Spread on Variable Rate | 2.00% | |||||
Option Two [Member] | JP Morgan Chase | JPM Chase Loan Agreement | Revolving Credit Facility | ||||||
Line of Credit Facility | ||||||
Debt Instrument, Description of Variable Rate Basis | LIBOR Rate | |||||
Option Two [Member] | JP Morgan Chase | JPM Chase Loan Agreement | Revolving Credit Facility | Minimum | ||||||
Line of Credit Facility | ||||||
Debt Instrument, Basis Spread on Variable Rate | 1.25% | |||||
Option Two [Member] | JP Morgan Chase | JPM Chase Loan Agreement | Revolving Credit Facility | Maximum | ||||||
Line of Credit Facility | ||||||
Debt Instrument, Basis Spread on Variable Rate | 1.875% | |||||
Interest Rate Swap [Member] | ||||||
Line of Credit Facility | ||||||
Derivative, Notional Amount | $ 80,000,000 | |||||
Derivative, Floor Interest Rate | 0.00% | |||||
Derivative, Fixed Interest Rate | 2.1975% |
Employee Stock Ownership Plan -
Employee Stock Ownership Plan - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | Jun. 30, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||
Initial term of employer loan | 15 years | ||||
Employer loan, annual interest rate | 3.80% | ||||
Compensation Expense | $ 0.7 | $ 0.6 | $ 0.9 | $ 1.8 |
Employee Stock Ownership Plan_2
Employee Stock Ownership Plan - ESOP Plan Contributions (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Jun. 30, 2018 |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Loan amount (in thousands) | $ 0 | $ 2,145 |
Employee Stock Ownership Plan_3
Employee Stock Ownership Plan - Number and Value of ESOP Shares (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Mar. 31, 2019 | Jun. 30, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Allocated shares | 1,321,416 | 1,502,323 |
Committed to be released shares | 72,114 | 73,826 |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 0 | |
Unallocated shares | 72,114 | |
Total ESOP shares | 1,393,530 | 1,648,263 |
Fair value of ESOP shares | $ 27,885 | $ 50,354 |
Share-Based Compensation - Narr
Share-Based Compensation - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Mar. 31, 2019 | Mar. 31, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | Jun. 30, 2018 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs | |||||
Common Stock, Capital Shares Reserved for Future Issuance | 962,953 | 962,953 | |||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options | $ 1,800 | $ 1,800 | $ 1,000 | ||
Proceeds from stock option exercises | 507 | $ 1,062 | |||
Performance-Based Restricted Stock Units (PBRSUs) | |||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs | |||||
Compensation expense recognized | 149 | 344 | 100 | ||
Unrecognized compensation cost related to restricted stock | 1,700 | 1,700 | $ 900 | ||
Restricted Stock | |||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Fair Value | 400 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Fair Value | 300 | ||||
Unrecognized compensation cost related to restricted stock | 300 | 300 | |||
Restricted Stock | General and Administrative Expense | |||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs | |||||
Compensation expense recognized | $ 105 | $ 334 | 241 | ||
2017 Plan [Member] | |||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 900,000 | 900,000 | |||
NQOs | |||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs | |||||
Weighted average fair value (in US$ per share) | $ 8.66 | ||||
Number of options granted (shares) | 154,263 | ||||
Share price (in US$ per share) | $ 20.01 | $ 20.01 | $ 30.55 | ||
Stock option exercises (in shares) | 28,798 | ||||
Weighted average purchase price (in US$ per share) | $ 25.04 | ||||
Proceeds from stock option exercises | $ 300 | 800 | |||
Compensation expense recognized | $ 186 | $ 92 | 455 | 156 | |
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 | 2 years 3 months 18 days | ||||
PNQs | |||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs | |||||
Proceeds from stock option exercises | $ 100 | 300 | |||
PNQs | Farmer Bros. Co. Amended and Restated 2007 Long-term Incentive Plan | |||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs | |||||
Number of options granted (shares) | 0 | ||||
Options, Vested and exercisable, Outstanding (in shares) | 251,933 | 251,933 | |||
Stock option exercises (in shares) | 5,806 | ||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options | $ 200 | $ 200 | $ 500 | ||
Employee Service Share-based Compensation, Nonvested Awards, Weighted Average Remaining Amortization Period | 7 months 6 days | ||||
Weighted average purchase price (in US$ per share) | $ 0 | ||||
Compensation expense recognized | $ 100 | $ 200 | $ 300 | $ 600 | |
Performance-Based Restricted Stock Units (PBRSUs) | |||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Fair Value | $ 1,200 | ||||
Restricted stock granted (in shares) | 47,928 | ||||
Restricted stock granted, weighted average grant date fair value (in US$ per share) | $ 25.04 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years | ||||
Performance-Based Restricted Stock Units (PBRSUs) | 2017 Plan [Member] | |||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs | |||||
Employee Service Share-based Compensation, Nonvested Awards, Weighted Average Remaining Amortization Period | 2 years 2 months 12 days | ||||
Restricted Stock | |||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs | |||||
Restricted stock granted (in shares) | 18,298 | ||||
Restricted stock granted, weighted average grant date fair value (in US$ per share) | $ 23.98 | ||||
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 | 9 months 18 days | ||||
Vested | NQOs | |||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs | |||||
Options, Vested and exercisable, Outstanding (in shares) | 49,227 | 49,227 |
Share-Based Compensation - Stoc
Share-Based Compensation - Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Mar. 31, 2019 | Mar. 31, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | Mar. 31, 2019 | Jun. 30, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Proceeds from stock option exercises | $ 507 | $ 1,062 | ||||
NQOs | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Compensation expense recognized | $ 186 | $ 92 | 455 | 156 | ||
Proceeds from stock option exercises | $ 300 | $ 800 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||||||
Number of options granted (shares) | 154,263 | |||||
Number of options exercised (shares) | (28,798) | |||||
Number of options forfeited (shares) | (7,991) | |||||
Number of options expired (shares) | (879) | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | ||||||
Weighted average purchase price (in US$ per share) | $ 25.04 | |||||
Weighted Average Exercise Price, Exercised (in US$ per share) | 11.32 | |||||
Weighted Average Exercise Price, Forfeited (in US$ per share) | 30.50 | |||||
Weighted Average Exercise Price, Expired (in US$ per share) | 31.70 | |||||
Weighted Average Exercise Price, Ending balance (in US$ per share) | $ 27.32 | 27.32 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | ||||||
Weighted average fair value (in US$ per share) | $ 8.66 | |||||
Weighted Average Remaining Life, Beginning balance | 5 years 11 months 23 days | |||||
Weighted Average Remaining Life, Ending balance | 5 years 11 months 23 days | |||||
Aggregate Intrinsic Value, Beginning balance | $ 78 | $ 78 | $ 78 | |||
Aggregate intrinsic value, exercised | 466 | |||||
Aggregate Intrinsic Value, Ending balance | 78 | $ 78 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest [Abstract] | ||||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Number of Outstanding Options | 277,919 | |||||
NQOs | Vested | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||||||
Number of options - Beginning balance (in shares) | 161,324 | |||||
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) | $ 26.82 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | ||||||
Weighted Average Remaining Life, Beginning balance | 5 years 1 month 6 days | |||||
Weighted Average Remaining Life, Ending balance | 5 years 1 month 6 days | |||||
Aggregate Intrinsic Value, Beginning balance | $ 741 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest [Abstract] | ||||||
Options, Vested and exercisable, Outstanding (in shares) | 49,227 | |||||
Options, Vested and exercisable, Weighted Average Exercise Price (in US$ per share) | $ 27.60 | |||||
Options, Vested and exercisable, Weighted Average Remaining Contractual Term | 4 years 6 months 15 days | |||||
Options, Vested and exercisable, Aggregate Intrinsic Value | $ 78 | |||||
PNQs | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Proceeds from stock option exercises | $ 100 | $ 300 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | ||||||
Weighted Average Remaining Life, Beginning balance | 3 years 3 months 11 days | |||||
Weighted Average Remaining Life, Ending balance | 3 years 3 months 11 days | |||||
PNQs | Farmer Bros. Co. Amended and Restated 2007 Long-term Incentive Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Compensation expense recognized | $ 100 | $ 200 | $ 300 | $ 600 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||||||
Number of options - Beginning balance (in shares) | 300,708 | |||||
Number of options granted (shares) | 0 | |||||
Number of options exercised (shares) | (5,806) | |||||
Number of options forfeited (shares) | (6,916) | |||||
Number of options expired (shares) | (14,490) | |||||
Number of options - Ending balance (in shares) | 273,496 | 273,496 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | ||||||
Weighted Average Exercise Price, Beginning balance (in US$ per share) | $ 27.08 | |||||
Weighted average purchase price (in US$ per share) | 0 | |||||
Weighted Average Exercise Price, Exercised (in US$ per share) | 22.70 | |||||
Weighted Average Exercise Price, Forfeited (in US$ per share) | 31.43 | |||||
Weighted Average Exercise Price, Expired (in US$ per share) | 27.50 | |||||
Weighted Average Exercise Price, Ending balance (in US$ per share) | $ 27.04 | $ 27.04 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | ||||||
Weighted Average Remaining Life, Beginning balance | 4 years | |||||
Weighted Average Remaining Life, Ending balance | 4 years | |||||
Aggregate Intrinsic Value, Beginning balance | $ 1,207 | |||||
Aggregate intrinsic value, exercised | $ 17 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest [Abstract] | ||||||
Options, Vested and exercisable, Outstanding (in shares) | 251,933 | |||||
Options, Vested and exercisable, Weighted Average Exercise Price (in US$ per share) | $ 26.55 | |||||
Options, Vested and exercisable, Weighted Average Remaining Contractual Term | 3 years 1 month 30 days |
Share-Based Compensation - Weig
Share-Based Compensation - Weighted-average assumptions using Black-Scholes model (Details) | 9 Months Ended |
Mar. 31, 2019$ / shares | |
PNQs | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Weighted average fair value (in US$ per share) | $ 8.66 |
Share-Based Compensation - Rest
Share-Based Compensation - Restricted Stock Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2019 | Mar. 31, 2018 | Jun. 30, 2018 | |
Restricted Stock | ||||
Number of Restricted Stock [Roll Forward] | ||||
Shares Awarded, Beginning balance (in shares) | 14,958 | |||
Restricted stock granted (in shares) | 18,298 | |||
Shares Awarded, Exercised/Released (in shares) | (12,722) | |||
Shares Awarded, Cancelled/Forfeited (in shares) | 0 | |||
Shares Awarded, Ending balance (in shares) | 20,534 | 20,534 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | ||||
Weighted Average Grant Date Fair Value, Beginning balance (in US$ per share) | $ 33.48 | |||
Restricted stock granted, weighted average grant date fair value (in US$ per share) | 23.98 | |||
Weighted Average Grant Date Fair Value, Exercised/Released (in US$ per share) | 33.81 | |||
Weighted Average Grant Date Fair Value, Cancelled/Forfeited (in US$ per share) | 0 | |||
Weighted Average Grant Date Fair Value, Ending balance (in US$ per share) | $ 24.81 | $ 24.81 | ||
Performance-Based Restricted Stock Units (PBRSUs) | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Compensation expense recognized | $ 149 | $ 344 | $ 100 | |
Unrecognized compensation cost related to restricted stock | 1,700 | 1,700 | $ 900 | |
Restricted Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unrecognized compensation cost related to restricted stock | 300 | 300 | ||
General and Administrative Expense | Restricted Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Compensation expense recognized | $ 105 | $ 334 | $ 241 |
Share-Based Compensation - Perf
Share-Based Compensation - Performance-Based RSUs (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2019 | Mar. 31, 2018 | Jun. 30, 2018 | |
Performance-Based Restricted Stock Units (PBRSUs) | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Share-based Awards Other than Options | $ 1,700 | $ 1,700 | $ 900 | |
Number of PBRSUs [Roll Forward] | ||||
Compensation expense recognized | $ 149 | $ 344 | $ 100 | |
Performance-Based Restricted Stock Units (PBRSUs) | ||||
Number of PBRSUs [Roll Forward] | ||||
Shares Awarded, Beginning balance (in shares) | 35,732 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 47,928 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | 0 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period | 2,889 | |||
Shares Awarded, Ending balance (in shares) | 80,771 | 80,771 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value | $ 27.78 | $ 27.78 | $ 31.70 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | 25.04 | |||
Weighted Average Grant Date Fair Value, Exercised/Released (in US$ per share) | 0 | |||
Weighted Average Grant Date Fair Value, Cancelled/Forfeited (in US$ per share) | $ 30.67 | |||
Vested and Expected to Vest, Outstanding, Number (in units) | 73,095 | 73,095 | ||
Vested and Expected to Vest, Weighted Average Exercise Price (in US$ per share) | $ 27.34 | $ 27.34 | ||
2017 Plan [Member] | Performance-Based Restricted Stock Units (PBRSUs) | ||||
Number of PBRSUs [Roll Forward] | ||||
Employee Service Share-based Compensation, Nonvested Awards, Weighted Average Remaining Amortization Period | 2 years 2 months 12 days |
Share-Based Compensation - Valu
Share-Based Compensation - Valuation Assumptions (Details) - NQOs | 9 Months Ended |
Mar. 31, 2019$ / 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 | $ 7.78 |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 3.00% |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 4 years 7 months 6 days |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 29.60% |
Other Current Liabilities (Deta
Other Current Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Jun. 30, 2018 |
Business Acquisition [Line Items] | ||
Accrued postretirement benefits | $ 810 | $ 810 |
Accrued workers’ compensation liabilities | 1,789 | 1,698 |
Short-term pension liabilities | 0 | 3,761 |
Earnout payable | 1,000 | 600 |
Other (including net taxes payable) | 3,949 | 3,790 |
Other current liabilities | $ 7,548 | 10,659 |
West Coast Coffee, Inc. | ||
Business Acquisition [Line Items] | ||
Earnout payable | $ 600 |
Other Long-Term Liabilities (De
Other Long-Term Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Jan. 09, 2019 | Jan. 08, 2019 | Jun. 30, 2018 |
Other Liabilities Disclosure [Abstract] | ||||
Other long-term liabilities-capital leases | $ 6 | $ 58 | ||
Derivative liabilities—noncurrent | 714 | 386 | ||
Multiemployer Plan Holdback--Boyd Coffee | 0 | 1,056 | ||
Cumulative preferred dividends, undeclared and unpaid—noncurrent | 551 | 312 | ||
Deferred income taxes | 1,348 | 0 | ||
Other long-term liabilities | 2,619 | $ 1,812 | ||
Multiemployer Plans, Withdrawal Obligation, Assessment | $ 500 | $ 500 | $ 500 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | Jun. 30, 2018 | |
Income Tax Disclosure [Abstract] | |||||
Tax Act, Income Tax Expense (Benefit) | $ 18,000,000 | ||||
Effective tax rate | (502.70%) | 37.60% | (152.40%) | (682.00%) | |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21.00% | 28.10% | |||
Income tax (benefit) expense | $ (43,161,000) | $ 1,321,000 | $ (39,149,000) | $ (16,058,000) | |
Valuation Allowances and Reserves, Balance | 44,600,000 | 44,600,000 | |||
Unrecognized tax benefits | $ 0 | $ 0 | $ 0 |
Income Taxes - Income Taxes (De
Income Taxes - Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||||
Income tax expense (benefit) | $ 43,161 | $ (1,321) | $ 39,149 | $ 16,058 |
Effective tax rate | (502.70%) | 37.60% | (152.40%) | (682.00%) |
Net (Loss) Income Per Common _3
Net (Loss) Income Per Common Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 0 | |||
Undistributed Earnings (Loss) Available to Common Shareholders, Basic | $ (51,828) | $ (2,318) | $ (65,177) | $ (18,658) |
Undistributed net loss available to nonvested restricted stockholders and holders of convertible preferred stock | (55) | (3) | (58) | (13) |
Undistributed net loss available to common stockholders | $ (51,883) | $ (2,321) | $ (65,235) | $ (18,671) |
Weighted average common shares outstanding - basic (in shares) | 17,003,206 | 16,760,145 | 16,982,247 | 16,727,624 |
Incremental Common Shares Attributable to Dilutive Effect of Conversion of Preferred Stock | 0 | 0 | 0 | 0 |
Weighted average common shares outstanding—diluted (in shares) | 17,003,206 | 16,760,145 | 16,982,247 | 16,727,624 |
Earnings Per Share, Basic, Undistributed | $ (3.05) | $ (0.14) | $ (3.84) | $ (1.12) |
Earnings Per Share, Diluted, Undistributed | $ (3.05) | $ (0.14) | $ (3.84) | $ (1.12) |
Cumulative Preferred Stock [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 400,691 | 383,611 | 404,197 | 383,611 |
Stock Options | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 571,901 | 525,059 | 551,415 | 488,231 |
Shares issuable under stock options (in shares) | 0 | 0 | 0 | 0 |
Performance-Based Restricted Stock Units (PBRSUs) | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 82,093 | 37,414 | 80,771 | 36,108 |
Shares issuable under stock options (in shares) | 0 | 0 | 0 | 0 |
ESOP | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 0 | 72,144 | 0 | 72,114 |
Preferred Stock - Narrative (De
Preferred Stock - Narrative (Details) - $ / shares | Mar. 31, 2019 | Jun. 30, 2018 | Oct. 02, 2017 |
Class of Stock [Line Items] | |||
Preferred Stock, Shares Authorized (shares) | 500,000 | 500,000 | |
Preferred stock, par value (in US$ per share) | $ 1 | $ 1 | |
Series A Preferred Stock [Member] | |||
Class of Stock [Line Items] | |||
Preferred Stock, Shares Authorized (shares) | 21,000,000 | ||
Preferred stock, issued (in shares) | 14,700,000 | ||
Preferred stock, par value (in US$ per share) | $ 1,000 | ||
Convertible Preferred Stock [Member] | |||
Class of Stock [Line Items] | |||
Preferred Stock, Shares Authorized (shares) | 21,000 | ||
Cumulative Preferred Stock [Member] | |||
Class of Stock [Line Items] | |||
Preferred Stock, Shares Authorized (shares) | 21,000 | 21,000 | |
Preferred stock, issued (in shares) | 14,700 | 14,700 | 14,700 |
Preferred Stock - Schedule of P
Preferred Stock - Schedule of Preferred Stock (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | |
Mar. 31, 2019 | Jun. 30, 2018 | |
Auction Market Preferred Securities, Stock Series [Line Items] | ||
Preferred Stock, Shares Authorized (shares) | 500,000 | 500,000 |
Preferred stock, par value (in US$ per share) | $ 1 | $ 1 |
Preferred Stock, Value, Outstanding | $ 15 | $ 15 |
Liquidation preference | $ 15,489 | $ 15,089 |
Series A Preferred Stock [Member] | ||
Auction Market Preferred Securities, Stock Series [Line Items] | ||
Preferred Stock, Shares Authorized (shares) | 21,000,000 | |
Preferred stock, issued (in shares) | 14,700,000 | |
Preferred stock, par value (in US$ per share) | $ 1,000 | |
Preferred Stock, Value, Outstanding | $ 15,489 | |
Cumulative Dividends | 788,830 | |
Liquidation preference | $ 15,489 |
Revenue Recognition (Details)
Revenue Recognition (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Mar. 31, 2019 | Mar. 31, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | Jun. 30, 2018 | |
Disaggregation of Revenue [Line Items] | |||||
Net Sales | $ 146,679 | $ 157,927 | $ 453,892 | $ 457,006 | |
% of total | 100.00% | 100.00% | 100.00% | 100.00% | |
Receivables from contracts with customers | $ 64,975 | $ 64,975 | $ 54,547 | ||
Coffee (Roasted) [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Net Sales | $ 93,211 | $ 99,315 | $ 287,851 | $ 286,655 | |
% of total | 63.00% | 63.00% | 63.00% | 63.00% | |
Coffee (Frozen Liquid) [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Net Sales | $ 8,267 | $ 8,675 | $ 26,141 | $ 25,825 | |
% of total | 6.00% | 5.00% | 6.00% | 6.00% | |
Tea (Iced & Hot) [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Net Sales | $ 8,320 | $ 7,889 | $ 25,876 | $ 23,312 | |
% of total | 6.00% | 5.00% | 6.00% | 5.00% | |
Culinary [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Net Sales | $ 15,990 | $ 16,872 | $ 48,779 | $ 48,011 | |
% of total | 11.00% | 11.00% | 11.00% | 10.00% | |
Spice [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Net Sales | $ 5,736 | $ 6,115 | $ 17,895 | $ 18,722 | |
% of total | 4.00% | 4.00% | 4.00% | 4.00% | |
Other Beverages [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Net Sales | $ 14,405 | $ 18,319 | $ 44,946 | $ 52,354 | |
% of total | 10.00% | 12.00% | 10.00% | 11.00% | |
Product [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Net Sales | $ 145,929 | $ 157,185 | $ 451,488 | $ 454,879 | |
% of total | 100.00% | 100.00% | 100.00% | 99.00% | |
Fuel Surcharge [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Net Sales | $ 750 | $ 742 | $ 2,404 | $ 2,127 | |
% of total | 0.00% | 0.00% | 0.00% | 1.00% |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) - USD ($) $ in Millions | 9 Months Ended | 47 Months Ended |
Mar. 31, 2019 | Dec. 31, 2018 | |
Contractual Obligations | ||
Long-term Purchase Commitment, additional | $ 19.3 | |
Payments made to date | 10.6 | $ 18.9 |
Inventories | Coffee | ||
Contractual Obligations | ||
Purchase Obligation, Due in Next Twelve Months | 60.4 | |
Long-term Purchase Commitment, Amount | 0.9 | |
Inventories | Other Inventory | ||
Contractual Obligations | ||
Purchase Obligation, Due in Next Twelve Months | $ 16 |
Uncategorized Items - farm-2019
Label | Element | Value |
Accounting Standards Update 2016-09 [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ 1,641,000 |
Accounting Standards Update 2016-09 [Member] | Retained Earnings [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | 1,641,000 |
Accounting Standards Update 2017-12 [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | 133,000 |
Accounting Standards Update 2017-12 [Member] | Retained Earnings [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | 342,000 |
Accounting Standards Update 2017-12 [Member] | AOCI Attributable to Parent [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ (209,000) |