☑
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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☐
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Large accelerated filer
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☐
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Accelerated filer
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☒
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Non-accelerated filer
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☐
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Smaller reporting company
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☐
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Emerging growth company
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☐
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the
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Exchange Act.
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☐
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Page
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March 31, 2020
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June 30, 2019
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||||
ASSETS
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Current assets:
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||||
Cash and cash equivalents
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$
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26,389
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$
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6,983
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Accounts receivable, net
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50,889
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55,155
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Inventories
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85,934
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87,910
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Income tax receivable
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1,020
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1,191
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Short-term derivative assets
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2,833
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1,865
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Prepaid expenses
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6,230
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6,804
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Total current assets
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173,295
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159,908
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Property, plant and equipment, net
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169,361
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189,458
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Goodwill
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—
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36,224
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Intangible assets, net
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21,264
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28,878
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Other assets
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9,144
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9,468
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Long-term derivatives assets
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470
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674
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Right-of-use operating lease assets
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21,789
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—
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Total assets
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$
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395,323
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$
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424,610
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LIABILITIES AND STOCKHOLDERS’ EQUITY
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Current liabilities:
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Accounts payable
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59,577
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72,771
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Accrued payroll expenses
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14,329
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14,518
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Operating leases liabilities - current
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6,031
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—
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Short-term derivative liabilities
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1,401
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1,474
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Other current liabilities
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6,476
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7,309
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Total current liabilities
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87,814
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96,072
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Long-term borrowings under revolving credit facility
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80,000
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92,000
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Accrued pension liabilities
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45,145
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47,216
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Accrued postretirement benefits
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9,065
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23,024
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Accrued workers’ compensation liabilities
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5,000
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4,747
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Operating lease liabilities - noncurrent
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16,010
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—
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Other long-term liabilities
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4,553
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4,057
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Total liabilities
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$
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247,587
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$
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267,116
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Commitments and contingencies
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Stockholders’ equity:
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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, 2020 and June 30, 2019; liquidation preference of $16,038 and $15,624 as of March 31, 2020 and June 30, 2019, respectively
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15
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15
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Common stock, $1.00 par value, 25,000,000 shares authorized; 17,231,473 and 17,042,132 shares issued and outstanding as of March 31, 2020 and June 30, 2019, respectively
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17,234
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17,042
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Additional paid-in capital
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61,027
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57,912
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Retained earnings
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118,394
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146,177
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Accumulated other comprehensive loss
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(48,934
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)
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(63,652
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)
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Total stockholders’ equity
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$
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147,736
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$
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157,494
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Total liabilities and stockholders’ equity
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$
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395,323
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$
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424,610
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Three Months Ended March 31,
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Nine Months Ended March 31,
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2020
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2019
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2020
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2019
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Net sales
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$
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129,139
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$
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146,679
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$
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420,237
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$
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453,892
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Cost of goods sold
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91,190
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106,779
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297,662
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312,513
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Gross profit
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37,949
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39,900
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122,575
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141,379
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Selling expenses
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31,968
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34,422
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100,488
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111,323
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General and administrative expenses
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8,833
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11,306
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32,839
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32,063
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Restructuring and other transition expenses
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—
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26
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—
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4,700
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Net losses (gains) from sales of assets
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287
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|
248
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(23,375
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)
|
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971
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Impairment of goodwill and intangible assets
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42,030
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—
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42,030
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—
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Operating expenses
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83,118
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46,002
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151,982
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149,057
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Loss from operations
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(45,169
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)
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(6,102
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)
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(29,407
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)
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(7,678
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)
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Other (expense) income:
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Interest expense
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(2,478
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)
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(2,981
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)
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(7,885
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)
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(9,165
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)
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Postretirement benefits curtailment and pension settlement charge
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5,760
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—
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5,760
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(10,948
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)
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Other, net
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1,076
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|
495
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2,941
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2,105
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Total other income (expense)
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4,358
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(2,486
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)
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816
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(18,008
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)
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Loss before taxes
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(40,811
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)
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(8,588
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)
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(28,591
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)
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(25,686
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)
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Income tax (benefit) expense
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(1,034
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)
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43,161
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(1,222
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)
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39,149
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Net loss
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(39,777
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)
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(51,749
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)
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(27,369
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)
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(64,835
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)
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||||
Less: Cumulative preferred dividends, undeclared and unpaid
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139
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134
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|
414
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|
|
400
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Net loss available to common stockholders
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$
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(39,916
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)
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$
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(51,883
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)
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$
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(27,783
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)
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$
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(65,235
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)
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Net loss available to common stockholders per common share—basic
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$
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(2.32
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)
|
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$
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(3.05
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)
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$
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(1.62
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)
|
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$
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(3.84
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)
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Net loss available to common stockholders per common share—diluted
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$
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(2.32
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)
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$
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(3.05
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)
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$
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(1.62
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)
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$
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(3.84
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)
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Weighted average common shares outstanding—basic
|
17,230,879
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17,003,206
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17,161,477
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16,982,247
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Weighted average common shares outstanding—diluted
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17,230,879
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17,003,206
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17,161,477
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16,982,247
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Three Months Ended March 31,
|
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Nine Months Ended March 31,
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||||||||||||
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2020
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2019
|
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2020
|
|
2019
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||||||||
Net loss
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$
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(39,777
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)
|
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$
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(51,749
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)
|
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$
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(27,369
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)
|
|
$
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(64,835
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)
|
Other comprehensive (loss) income, net of tax:
|
|
|
|
|
|
|
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Unrealized losses on derivative instruments designated as cash flow hedges, net of tax
|
(7,680
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)
|
|
(5,905
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)
|
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(285
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)
|
|
(11,254
|
)
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||||
Losses on derivative instruments designated as cash flow hedges reclassified to cost of goods sold and interest expense, net of tax
|
2,042
|
|
|
3,201
|
|
|
9,290
|
|
|
6,311
|
|
||||
Change in retiree benefit obligations, net of tax
|
1,416
|
|
|
(1,943
|
)
|
|
1,416
|
|
|
(7,594
|
)
|
||||
Postretirement benefits curtailment and pension settlement charge, net of taxes
|
4,296
|
|
|
2,801
|
|
|
4,296
|
|
|
10,948
|
|
||||
Total comprehensive loss, net of tax
|
$
|
(39,703
|
)
|
|
$
|
(53,595
|
)
|
|
$
|
(12,652
|
)
|
|
$
|
(66,424
|
)
|
FARMER BROS. CO.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (UNAUDITED) (In thousands, except share and per share data) |
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Preferred Shares
|
|
Preferred Stock Amount
|
|
Common
Shares |
|
Common Stock
Amount |
|
Additional
Paid-in Capital |
|
Retained
Earnings |
|
Accumulated
Other Comprehensive Income (Loss) |
|
Total
|
||||||||||||||
Balance at June 30, 2019
|
14,700
|
|
|
$
|
15
|
|
|
17,042,132
|
|
|
$
|
17,042
|
|
|
$
|
57,912
|
|
|
$
|
146,177
|
|
|
$
|
(63,652
|
)
|
|
$
|
157,494
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,654
|
|
|
—
|
|
|
4,654
|
|
||||||
Net reclassification of unrealized losses on cash flow hedges, net of taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,301
|
)
|
|
(1,301
|
)
|
||||||
ESOP compensation expense, including reclassifications
|
—
|
|
|
—
|
|
|
52,534
|
|
|
53
|
|
|
807
|
|
|
—
|
|
|
—
|
|
|
860
|
|
||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
||||||
Issuance of common stock and stock option exercises
|
—
|
|
|
—
|
|
|
532
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Cumulative preferred dividends, undeclared and unpaid
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(137
|
)
|
|
—
|
|
|
(137
|
)
|
||||||
Balance at September 30, 2019
|
14,700
|
|
|
$
|
15
|
|
|
17,095,198
|
|
|
$
|
17,095
|
|
|
$
|
58,718
|
|
|
$
|
150,694
|
|
|
$
|
(64,953
|
)
|
|
$
|
161,569
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,754
|
|
|
—
|
|
|
7,754
|
|
||||||
Net reclassification of unrealized losses on cash flow hedges, net of taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15,945
|
|
|
15,945
|
|
||||||
ESOP compensation expense, including reclassifications
|
—
|
|
|
—
|
|
|
55,623
|
|
|
56
|
|
|
525
|
|
|
—
|
|
|
—
|
|
|
581
|
|
||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
319
|
|
|
—
|
|
|
—
|
|
|
319
|
|
||||||
Issuance of common stock and stock option exercises
|
—
|
|
|
—
|
|
|
26,627
|
|
|
29
|
|
|
101
|
|
|
—
|
|
|
—
|
|
|
130
|
|
||||||
Cumulative preferred dividends, undeclared and unpaid
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(138
|
)
|
|
—
|
|
|
(138
|
)
|
||||||
Balance at December 31, 2019
|
14,700
|
|
|
$
|
15
|
|
|
17,177,448
|
|
|
$
|
17,180
|
|
|
$
|
59,663
|
|
|
$
|
158,310
|
|
|
$
|
(49,008
|
)
|
|
$
|
186,160
|
|
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(39,777
|
)
|
|
—
|
|
|
(39,777
|
)
|
||||||
Net reclassification of unrealized gains on cash flow hedges, net of taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,638
|
)
|
|
(5,638
|
)
|
||||||
Postretirement benefits curtailment, net of taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,296
|
|
|
4,296
|
|
||||||
Change in retiree benefit obligations, net of taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,416
|
|
|
1,416
|
|
||||||
ESOP compensation expense, including reclassifications
|
—
|
|
|
—
|
|
|
54,025
|
|
|
54
|
|
|
854
|
|
|
—
|
|
|
—
|
|
|
908
|
|
||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
510
|
|
|
—
|
|
|
—
|
|
|
510
|
|
||||||
Cumulative preferred dividends, undeclared and unpaid
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(139
|
)
|
|
—
|
|
|
(139
|
)
|
||||||
Balance at March 31, 2020
|
14,700
|
|
|
15
|
|
|
17,231,473
|
|
|
17,234
|
|
|
61,027
|
|
|
118,394
|
|
|
(48,934
|
)
|
|
147,736
|
|
FARMER BROS. CO.
CONDENSED STATEMENTS OF STOCKHOLDERS’ EQUITY (UNAUDITED) (Continued) (In thousands, except share and per share data) |
|||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Preferred Shares
|
|
Preferred Stock Amount
|
|
Common
Shares |
|
Common Stock
Amount |
|
Additional
Paid-in Capital |
|
Retained
Earnings |
|
Unearned
ESOP Shares |
|
Accumulated
Other Comprehensive Income (Loss) |
|
Total
|
||||||||||||||||
Balance at June 30, 2018
|
14,700
|
|
|
$
|
15
|
|
|
16,951,659
|
|
|
$
|
16,952
|
|
|
$
|
55,965
|
|
|
$
|
220,307
|
|
|
$
|
(2,145
|
)
|
|
$
|
(62,039
|
)
|
|
$
|
229,055
|
|
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,986
|
)
|
|
—
|
|
|
—
|
|
|
(2,986
|
)
|
|||||||
Net reclassification of unrealized losses on cash flow hedges, net of taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,637
|
)
|
|
(4,637
|
)
|
|||||||
ESOP compensation expense, including reclassifications
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
529
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
529
|
|
|||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
433
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
433
|
|
|||||||
Issuance of common stock and stock option exercises
|
—
|
|
|
—
|
|
|
26,042
|
|
|
26
|
|
|
300
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
326
|
|
|||||||
Cumulative preferred dividends, undeclared and unpaid
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(132
|
)
|
|
—
|
|
|
—
|
|
|
(132
|
)
|
|||||||
Balance at September 30, 2018
|
14,700
|
|
|
15
|
|
|
16,977,701
|
|
|
16,978
|
|
|
57,227
|
|
|
217,189
|
|
|
(2,145
|
)
|
|
(66,676
|
)
|
|
222,588
|
|
|||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10,100
|
)
|
|
—
|
|
|
—
|
|
|
(10,100
|
)
|
|||||||
Net reclassification of unrealized gains on cash flow hedges, net of taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,398
|
|
|
2,398
|
|
|||||||
Pension settlement charge, net of taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,147
|
|
|
8,147
|
|
|||||||
Change in retiree benefit obligations, net of taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,651
|
)
|
|
(5,651
|
)
|
|||||||
ESOP compensation expense, including reclassifications
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,740
|
)
|
|
—
|
|
|
2,145
|
|
|
—
|
|
|
405
|
|
|||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
16,266
|
|
|
16
|
|
|
474
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
490
|
|
|||||||
Issuance of common stock and stock option exercises
|
—
|
|
|
—
|
|
|
8,562
|
|
|
9
|
|
|
173
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
182
|
|
|||||||
Cumulative preferred dividends, undeclared and unpaid
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(134
|
)
|
|
—
|
|
|
—
|
|
|
(134
|
)
|
|||||||
Balance at December 31, 2018
|
14,700
|
|
|
$
|
15
|
|
|
17,002,529
|
|
|
$
|
17,003
|
|
|
$
|
56,134
|
|
|
$
|
206,955
|
|
|
$
|
—
|
|
|
$
|
(61,782
|
)
|
|
$
|
218,325
|
|
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(51,749
|
)
|
|
—
|
|
|
—
|
|
|
(51,749
|
)
|
|||||||
Net reclassification of unrealized losses on cash flow hedges, net of taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,705
|
)
|
|
(2,705
|
)
|
|||||||
Pension settlement charge, net of taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,801
|
|
|
2,801
|
|
|||||||
Change in retiree benefit obligations, net of taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,943
|
)
|
|
(1,943
|
)
|
|||||||
ESOP compensation expense, including reclassifications
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
700
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
700
|
|
|||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
2,032
|
|
|
2
|
|
|
487
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
489
|
|
|||||||
Cumulative preferred dividends, undeclared and unpaid
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
(134
|
)
|
|
—
|
|
|
—
|
|
|
$
|
(134
|
)
|
|||||
Balance at March 31, 2019
|
14,700
|
|
|
$
|
15
|
|
|
17,004,561
|
|
|
$
|
17,005
|
|
|
$
|
57,321
|
|
|
$
|
155,072
|
|
|
$
|
—
|
|
|
$
|
(63,629
|
)
|
|
$
|
165,784
|
|
FARMER BROS. CO.
|
|||||||
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
|
|||||||
(In thousands)
|
|||||||
|
Nine Months Ended March 31,
|
||||||
|
2020
|
|
2019
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net loss
|
$
|
(27,369
|
)
|
|
$
|
(64,835
|
)
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
|
|
|||||
Depreciation and amortization
|
22,544
|
|
|
23,230
|
|
||
Restructuring and other transition expenses, net of payments
|
—
|
|
|
1,886
|
|
||
Deferred income taxes
|
—
|
|
|
40,078
|
|
||
Impairment of goodwill and intangible assets
|
42,030
|
|
|
—
|
|
||
Postretirement benefits curtailment and pension settlement charge
|
(5,760
|
)
|
|
10,948
|
|
||
Net (gains) losses from sales of assets
|
(23,375
|
)
|
|
971
|
|
||
Net losses on derivative instruments
|
9,830
|
|
|
9,228
|
|
||
Other adjustments
|
3,698
|
|
|
4,981
|
|
||
Change in operating assets and liabilities:
|
|
|
|
||||
Accounts receivable
|
3,745
|
|
|
(7,651
|
)
|
||
Inventories
|
1,004
|
|
|
3,937
|
|
||
Derivative assets/liabilities, net
|
(2,472
|
)
|
|
(13,229
|
)
|
||
Other assets
|
1,510
|
|
|
180
|
|
||
Accounts payable
|
(13,194
|
)
|
|
8,466
|
|
||
Accrued expenses and other liabilities
|
(4,126
|
)
|
|
(10,690
|
)
|
||
Net cash provided by operating activities
|
$
|
8,065
|
|
|
$
|
7,500
|
|
Cash flows from investing activities:
|
|
|
|
||||
Purchases of property, plant and equipment
|
(13,114
|
)
|
|
(30,393
|
)
|
||
Proceeds from sales of property, plant and equipment
|
36,733
|
|
|
143
|
|
||
Net cash provided (used) in investing activities
|
$
|
23,619
|
|
|
$
|
(30,250
|
)
|
Cash flows from financing activities:
|
|
|
|
||||
Proceeds from revolving credit facility
|
$
|
48,000
|
|
|
$
|
50,642
|
|
Repayments on revolving credit facility
|
(60,000
|
)
|
|
(17,417
|
)
|
||
Payments of finance lease obligations
|
(40
|
)
|
|
(185
|
)
|
||
Payment of financing costs
|
(367
|
)
|
|
(1,041
|
)
|
||
Proceeds from stock option exercises
|
129
|
|
|
507
|
|
||
Net cash (used) provided by financing activities
|
$
|
(12,278
|
)
|
|
$
|
32,506
|
|
Net increase in cash and cash equivalents
|
$
|
19,406
|
|
|
$
|
9,756
|
|
Cash and cash equivalents at beginning of period
|
6,983
|
|
|
2,438
|
|
||
Cash and cash equivalents at end of period
|
$
|
26,389
|
|
|
$
|
12,194
|
|
FARMER BROS. CO.
|
|||||||
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - (continued)
|
|||||||
(In thousands)
|
|||||||
|
Nine Months Ended March 31,
|
||||||
|
2020
|
|
2019
|
||||
Supplemental disclosure of non-cash investing and financing activities:
|
|
|
|
||||
Non-cash additions to property, plant and equipment
|
$
|
1,130
|
|
|
$
|
739
|
|
Non-cash portion of earnout receivable recognized—spice assets sale
|
$
|
—
|
|
|
$
|
592
|
|
Non-cash portion of earnout payable recognized—West Coast Coffee acquisition
|
$
|
—
|
|
|
$
|
1,000
|
|
Non-cash issuance of 401-K common stock
|
$
|
163
|
|
|
$
|
—
|
|
Non-cash - Boyd Coffee post-closing working capital adjustment
|
$
|
—
|
|
|
$
|
2,277
|
|
Cumulative preferred dividends, undeclared and unpaid
|
$
|
414
|
|
|
$
|
400
|
|
•
|
reduced headcount and furloughed a significant percentage of the remaining employees;
|
•
|
eliminated fiscal third quarter 2020 cash compensation for its Board of Directors;
|
•
|
temporarily decreased executive leadership, corporate team members’ and all exempt employees’ (except route sales representatives) base salaries by 15%;
|
•
|
reduced discretionary spending, including a moratorium on all travel;
|
•
|
reduced fiscal year ending 2020 management incentive bonus program;
|
•
|
reduced plant production costs in two of its plants;
|
•
|
suspended 401(k) cash matching for all eligible employees;
|
•
|
reduced capital expenditures while also closely managing inventory and other spending;
|
•
|
implemented cost controls throughout its coffee brewing equipment (“CBE”) program service network;
|
•
|
instituted cost savings to reduce its selling, general and administrative expenses;
|
•
|
reduced its DSD supply chain network costs by reducing freight, and fleet, and consolidating routes; and
|
•
|
commenced negotiations with certain landlords on rent, operating expenses and leases.
|
Standard
|
|
Description
|
|
Effective Date
|
|
Effect on the Financial Statements or Other Significant Matters
|
In March 2020, the FASB issued ASU No. 2020-04, “Facilitation of the Effect of Reference Rate Reform on Financial Reporting” (“ASU 2020-04”)
|
|
The London Interbank Offered Rate (LIBOR) is set to expire at the end of 2021. Contracts affected by the rate change would be required to be modified. Under current U.S. GAAP, those modifications would have to be evaluated to determine whether they result in new contracts or continuation of the existing contracts. ASU 2020-04 provides temporary optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships, and other transactions affected by the transition from LIBOR to alternative reference rate.
|
|
Issuance date of March 12, 2020 through December 31, 2022.
|
|
The Company is currently evaluating the impact ASU 2020-04 will have on its consolidated financial statements.
|
In August 2018, the FASB issued ASU No. 2018-15, “Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract” (“ASU 2018-15”).
|
|
ASU 2018-15 aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software.
|
|
Annual periods beginning after December 15, 2019, and interim periods within those fiscal years. Early adoption is permitted, including adoption in any interim period.
|
|
Effective for the Company beginning July 1, 2020. 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 the disclosure requirements for employers that sponsor defined benefit pension or other postretirement plans by removing disclosures that no longer are considered cost beneficial, clarifying the specific requirements of disclosures and adding disclosure requirements identified as relevant.
|
|
Annual periods beginning after December 15, 2020. Early adoption is permitted.
|
|
Effective for the Company beginning July 1, 2021. The Company is currently evaluating the impact ASU 2018-14 will have on its consolidated financial statements.
|
In 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 provides entities an option to reclassify certain stranded tax effects resulting from the tax reform from accumulated other comprehensive income to retained earnings.
|
|
The guidance in ASU 2018-02 is effective for annual periods beginning after December 15, 2018, and interim periods within those fiscal years, and should be applied either in the period of adoption or retrospectively.
|
|
The Company did not elect the option to reclassify certain stranded tax effects resulting from the tax reform from accumulated other comprehensive income to retained earnings.
|
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.
|
|
Annual and interim goodwill impairment tests in fiscal years beginning after December 15, 2019.
|
|
The Company adopted the new guidance effective January 1, 2020, on a prospective basis, which did not require the Company to adjust comparative periods. Adoption of ASU 2017-04 did not have a material impact on the results of operations, financial position or cash flows of the Company.
|
In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. Since that date, the FASB has issued additional ASUs clarifying certain aspects of ASU 2016-13.
|
|
The objective of the guidance in ASU 2016-13 is to allow entities to recognize estimated credit losses in the period that the change in valuation occurs. The amendments in ASU 2016-13 requires an entity to present financial assets measured on an amortized cost basis on the balance sheet net of an allowance for credit losses. The model requires an estimate of the credit losses expected over the life of an exposure or pool of exposures. The income statement will reflect the measurement of credit losses for newly recognized financial assets, as well as the expected increases or decreases of expected credit losses that have taken place during the period.
|
|
Annual reporting periods beginning after December 15, 2019 and interim periods within those reporting periods.
|
|
Effective for the Company beginning July 1, 2020. The Company is currently evaluating the impact of adoption on its financial statements and related disclosures, but does not anticipate a material impact to the consolidated financial statements.
|
Standard
|
|
Description
|
|
Effective Date
|
|
Effect on the Financial Statements or Other Significant Matters
|
In February 2016, the FASB issued ASU 2016-02, Leases. Since that date, the FASB has issued additional ASUs clarifying certain aspects of ASU 2016-02.
|
|
ASU 2016-02 requires a lessee to recognize in the statement of financial position a liability to make lease payments and a right-of-use asset representing its right to use the underlying asset for the lease term for both finance and operating leases. Subsequent guidance issued after February 2016 did not change the core principle of ASU 2016-02.
|
|
Annual periods beginning after December 15, 2018, and interim periods within those annual periods. Early application is permitted.
|
|
The Company adopted the new guidance effective July 1, 2019, using the modified retrospective transition method, which did not require the Company to adjust comparative periods. See Note 3 for the applicable disclosure of ASU 2016-02 adoption. .
|
|
|
Classification
|
|
March 31, 2020
|
||
(In thousands)
|
|
|
|
|
||
Operating lease assets
|
|
Right-of-use operating lease assets
|
|
$
|
21,789
|
|
Finance lease assets
|
|
Property, plant and equipment, net
|
|
22
|
|
|
Total lease assets
|
|
|
|
$
|
21,811
|
|
|
|
|
|
|
||
Operating lease liabilities - current
|
|
Operating lease liabilities - current
|
|
$
|
6,031
|
|
Operating lease liabilities - noncurrent
|
|
Operating lease liabilities - noncurrent
|
|
16,010
|
|
|
Finance lease liabilities
|
|
Other long-term liabilities
|
|
22
|
|
|
Total lease liabilities
|
|
|
|
$
|
22,063
|
|
|
|
|
|
Three Months Ended March 31,
|
|
Nine Months Ended March 31,
|
||||
|
|
Classification
|
|
2020
|
|
2020
|
||||
(In thousands)
|
|
|
|
|
|
|
||||
Operating lease expense
|
|
General and administrative expenses and cost of goods sold
|
|
$
|
1,497
|
|
|
$
|
3,858
|
|
Finance lease expense:
|
|
|
|
|
|
|
||||
Amortization of finance lease assets
|
|
General and administrative expenses
|
|
13
|
|
|
39
|
|
||
Interest on finance lease liabilities
|
|
Interest expense
|
|
—
|
|
|
1
|
|
||
Total lease expense
|
|
|
|
$
|
1,510
|
|
|
$
|
3,898
|
|
|
|
March 31, 2020
|
||||||
(In thousands)
|
|
Operating Leases
|
|
Finance Leases
|
||||
Maturities of lease liabilities are as follows:
|
|
|
|
|
||||
2020
|
|
$
|
1,532
|
|
|
$
|
13
|
|
2021
|
|
5,764
|
|
|
9
|
|
||
2022
|
|
4,357
|
|
|
—
|
|
||
2023
|
|
3,711
|
|
|
—
|
|
||
2024
|
|
3,375
|
|
|
—
|
|
||
Thereafter
|
|
6,272
|
|
|
—
|
|
||
Total lease payments
|
|
25,011
|
|
|
22
|
|
||
Less: interest
|
|
(2,970
|
)
|
|
—
|
|
||
Total lease obligations
|
|
$
|
22,041
|
|
|
$
|
22
|
|
|
|
March 31, 2020
|
|
Weighted-average remaining lease terms (in years):
|
|
|
|
Operating lease
|
|
8.5
|
|
Finance lease
|
|
0.4
|
|
|
|
|
|
Weighted-average discount rate:
|
|
|
|
Operating lease
|
|
4.50
|
%
|
Finance lease
|
|
4.50
|
%
|
|
|
Nine Months Ended
March 31, 2020 |
||
Cash paid for amounts included in the measurement of lease liabilities:
|
|
|
||
Operating cash flows from operating leases
|
|
$
|
3,585
|
|
Operating cash flows from finance leases
|
|
$
|
1
|
|
Financing cash flows from finance leases
|
|
$
|
38
|
|
|
|
|
||
Leased assets obtained in exchange for new finance lease liabilities
|
|
$
|
—
|
|
Leased assets obtained in exchange for new operating lease liabilities
|
|
$
|
—
|
|
(In thousands)
|
|
Operating
Lease Obligations |
|
Capital
Lease Obligations |
||||
Year Ended June 30,
|
|
|
|
|
||||
2020
|
|
$
|
4,434
|
|
|
$
|
36
|
|
2021
|
|
3,238
|
|
|
1
|
|
||
2022
|
|
2,472
|
|
|
—
|
|
||
2023
|
|
2,131
|
|
|
—
|
|
||
2024
|
|
2,025
|
|
|
—
|
|
||
Thereafter
|
|
4,389
|
|
|
—
|
|
||
Total minimum lease payments
|
|
$
|
18,689
|
|
|
37
|
|
|
Less: imputed interest
(0.82% to 10.66%) |
|
|
|
(2
|
)
|
|||
Present value of future minimum lease payments
|
|
|
|
35
|
|
|||
Less: current portion
|
|
|
|
(34
|
)
|
|||
Long-term capital lease obligations
|
|
|
|
$
|
1
|
|
(In thousands)
|
|
March 31, 2020
|
|
June 30, 2019
|
||
Derivative instruments designated as cash flow hedges:
|
|
|
|
|
||
Long coffee pounds
|
|
33,900
|
|
|
42,113
|
|
Derivative instruments not designated as cash flow hedges:
|
|
|
|
|
||
Long coffee pounds
|
|
4,911
|
|
|
6,070
|
|
Total
|
|
38,811
|
|
|
48,183
|
|
|
|
Derivative Instruments
Designated as Cash Flow Hedges
|
|
Derivative Instruments Not Designated as Accounting Hedges
|
||||||||||||
|
|
March 31, 2020
|
|
June 30, 2019
|
|
March 31, 2020
|
|
June 30, 2019
|
||||||||
(In thousands)
|
|
|
|
|
|
|
|
|
||||||||
Financial Statement Location:
|
|
|
|
|
|
|
|
|
||||||||
Short-term derivative assets:
|
|
|
|
|
|
|
|
|
||||||||
Coffee-related derivative instruments(1)
|
|
$
|
2,208
|
|
|
$
|
1,254
|
|
|
$
|
625
|
|
|
$
|
611
|
|
Long-term derivative assets:
|
|
|
|
|
|
|
|
|
||||||||
Coffee-related derivative instruments (2)
|
|
$
|
470
|
|
|
$
|
671
|
|
|
$
|
—
|
|
|
$
|
3
|
|
Short-term derivative liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Coffee-related derivative instruments (3)
|
|
$
|
257
|
|
|
$
|
1,114
|
|
|
$
|
38
|
|
|
$
|
114
|
|
Interest rate swap derivative instruments (3)
|
|
$
|
1,106
|
|
|
$
|
246
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Long-term derivative liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Coffee-related derivative instruments (4)
|
|
$
|
3
|
|
|
$
|
13
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest rate swap derivative instruments (4)
|
|
$
|
2,745
|
|
|
$
|
1,599
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
Three Months Ended March 31,
|
|
Nine Months Ended March 31,
|
|
Financial Statement Classification
|
||||||||||||
(In thousands)
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
|
|||||||||
Net losses recognized in AOCI - Interest rate swap
|
|
$
|
(2,542
|
)
|
|
$
|
(78
|
)
|
|
$
|
(2,590
|
)
|
|
$
|
(78
|
)
|
|
AOCI
|
Net losses recognized from AOCI to earnings - Interest rate swap
|
|
$
|
(83
|
)
|
|
$
|
—
|
|
|
$
|
(115
|
)
|
|
$
|
—
|
|
|
Interest Expense
|
Net losses reclassified from AOCI to earnings for partial unwind of interest swap - Interest rate swap (1)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(407
|
)
|
|
$
|
—
|
|
|
Interest Expense
|
Net (losses) gains recognized in AOCI - Coffee-related
|
|
$
|
(5,681
|
)
|
|
$
|
(3,988
|
)
|
|
$
|
1,750
|
|
|
$
|
(11,176
|
)
|
|
AOCI
|
Net losses recognized in earnings - Coffee - related
|
|
$
|
(1,976
|
)
|
|
$
|
(2,131
|
)
|
|
$
|
(8,898
|
)
|
|
$
|
(6,310
|
)
|
|
Cost of goods sold
|
(1)
|
The $407 thousand of realized loss was due to partial unwinding of interest rate swap resulting from the amendment of the notional amount from $80 million to $65 million.
|
|
|
Three Months Ended March 31,
|
|
Nine Months Ended March 31,
|
||||||||||||
(In thousands)
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Net losses on coffee-related derivative instruments(1)
|
|
$
|
(308
|
)
|
|
$
|
(893
|
)
|
|
$
|
(932
|
)
|
|
$
|
(2,918
|
)
|
Non-operating pension and other postretirement benefit (2)
|
|
1,248
|
|
|
1,394
|
|
|
3,744
|
|
|
4,921
|
|
||||
Other gains (losses), net
|
|
136
|
|
|
(6
|
)
|
|
129
|
|
|
102
|
|
||||
Other, net
|
|
$
|
1,076
|
|
|
$
|
495
|
|
|
$
|
2,941
|
|
|
$
|
2,105
|
|
(In thousands)
|
|
|
|
Gross Amount Reported on Balance Sheet
|
|
Netting Adjustments
|
|
Cash Collateral Posted
|
|
Net Exposure
|
||||||||
March 31, 2020
|
|
Derivative Assets
|
|
$
|
3,303
|
|
|
$
|
(298
|
)
|
|
$
|
—
|
|
|
$
|
3,005
|
|
|
|
Derivative Liabilities
|
|
$
|
4,149
|
|
|
$
|
(298
|
)
|
|
$
|
—
|
|
|
$
|
3,851
|
|
June 30, 2019
|
|
Derivative Assets
|
|
$
|
2,539
|
|
|
$
|
(698
|
)
|
|
$
|
—
|
|
|
$
|
1,841
|
|
|
|
Derivative Liabilities
|
|
$
|
3,086
|
|
|
$
|
(698
|
)
|
|
$
|
—
|
|
|
$
|
2,388
|
|
(In thousands)
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
March 31, 2020
|
|
|
|
|
|
|
|
|
||||||||
Derivative instruments designated as cash flow hedges:
|
|
|
|
|
|
|
|
|
||||||||
Coffee-related derivative assets (1)
|
|
$
|
2,678
|
|
|
$
|
—
|
|
|
$
|
2,678
|
|
|
$
|
—
|
|
Coffee-related derivative liabilities (1)
|
|
$
|
260
|
|
|
$
|
—
|
|
|
$
|
260
|
|
|
$
|
—
|
|
Interest rate swap derivative liabilities (2)
|
|
$
|
3,851
|
|
|
$
|
—
|
|
|
$
|
3,851
|
|
|
$
|
—
|
|
Derivative instruments not designated as accounting hedges:
|
|
|
|
|
|
|
|
|
||||||||
Coffee-related derivative assets(1)
|
|
$
|
625
|
|
|
$
|
—
|
|
|
$
|
625
|
|
|
$
|
—
|
|
Coffee-related derivative liabilities(1)
|
|
$
|
38
|
|
|
$
|
—
|
|
|
$
|
38
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
(In thousands)
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
June 30, 2019
|
|
|
|
|
|
|
|
|
||||||||
Derivative instruments designated as cash flow hedges:
|
|
|
|
|
|
|
|
|
||||||||
Coffee-related derivative assets (1)
|
|
$
|
1,925
|
|
|
$
|
—
|
|
|
$
|
1,925
|
|
|
$
|
—
|
|
Coffee-related derivative liabilities (1)
|
|
$
|
1,127
|
|
|
$
|
—
|
|
|
$
|
1,127
|
|
|
$
|
—
|
|
Interest rate swap derivative liabilities (2)
|
|
$
|
1,845
|
|
|
$
|
—
|
|
|
$
|
1,845
|
|
|
$
|
—
|
|
Derivative instruments not designated as accounting hedges:
|
|
|
|
|
|
|
|
|
||||||||
Coffee-related derivative assets (1)
|
|
$
|
614
|
|
|
$
|
—
|
|
|
$
|
614
|
|
|
$
|
—
|
|
Coffee-related derivative liabilities (1)
|
|
$
|
114
|
|
|
$
|
—
|
|
|
$
|
114
|
|
|
$
|
—
|
|
(1)
|
The Company's coffee-related derivative instruments are traded over-the-counter and, therefore, classified as Level 2.
|
(2)
|
The Company's interest rate swap derivative instrument are model-derived valuations with directly or indirectly observable significant inputs such as interest rate and, therefore, classified as Level 2.
|
(In thousands)
|
|
March 31, 2020
|
|
June 30, 2019
|
||||
Trade receivables
|
|
$
|
49,328
|
|
|
$
|
53,593
|
|
Other receivables(1)
|
|
2,266
|
|
|
2,886
|
|
||
Allowance for doubtful accounts
|
|
(705
|
)
|
|
(1,324
|
)
|
||
Accounts receivable, net
|
|
$
|
50,889
|
|
|
$
|
55,155
|
|
(In thousands)
|
|
March 31, 2020
|
|
June 30, 2019
|
||||
Coffee
|
|
|
|
|
||||
Processed
|
|
$
|
24,568
|
|
|
$
|
25,769
|
|
Unprocessed
|
|
36,905
|
|
|
33,259
|
|
||
Total
|
|
$
|
61,473
|
|
|
$
|
59,028
|
|
Tea and culinary products
|
|
|
|
|
||||
Processed
|
|
$
|
17,737
|
|
|
$
|
21,767
|
|
Unprocessed
|
|
68
|
|
|
74
|
|
||
Total
|
|
$
|
17,805
|
|
|
$
|
21,841
|
|
Coffee brewing equipment parts
|
|
$
|
6,656
|
|
|
$
|
7,041
|
|
Total inventories
|
|
$
|
85,934
|
|
|
$
|
87,910
|
|
(In thousands)
|
|
March 31, 2020
|
|
June 30, 2019
|
||||
Buildings and facilities (1)
|
|
$
|
99,225
|
|
|
$
|
107,915
|
|
Machinery, vehicles and equipment (1)
|
|
243,141
|
|
|
249,477
|
|
||
Capitalized software
|
|
29,227
|
|
|
27,666
|
|
||
Office furniture and equipment
|
|
14,121
|
|
|
14,035
|
|
||
|
|
$
|
385,714
|
|
|
$
|
399,093
|
|
Accumulated depreciation
|
|
(229,493
|
)
|
|
(225,826
|
)
|
||
Land (1)
|
|
13,140
|
|
|
16,191
|
|
||
Property, plant and equipment, net
|
|
$
|
169,361
|
|
|
$
|
189,458
|
|
(In thousands)
|
|
March 31, 2020
|
|
June 30, 2019
|
||||
Coffee Brewing Equipment
|
|
$
|
102,423
|
|
|
$
|
106,593
|
|
Accumulated depreciation
|
|
(69,094
|
)
|
|
$
|
(70,202
|
)
|
|
Coffee Brewing Equipment, net
|
|
$
|
33,329
|
|
|
$
|
36,391
|
|
|
|
Three Months Ended March 31,
|
|
Nine Months Ended March 31,
|
||||||||||||
(In thousands)
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Depreciation expense
|
|
$
|
2,359
|
|
|
$
|
2,269
|
|
|
$
|
7,239
|
|
|
$
|
6,665
|
|
|
|
|
|
|
|
|
|
|
||||||||
Other CBE expenses
|
|
$
|
7,821
|
|
|
$
|
10,458
|
|
|
$
|
23,778
|
|
|
$
|
27,375
|
|
|
|
|
|
March 31, 2020
|
|
June 30, 2019
|
|
|
||||||||||||||||||||||
(In thousands)
|
|
Weighted
Average Amortization Period as of March 31, 2020 |
|
Gross Carrying
Amount
|
|
Accumulated
Amortization
|
|
Impairment
|
|
Net
|
|
Gross Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
|
||||||||||||||
Amortized intangible assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Customer relationships
|
|
7.2
|
|
$
|
33,003
|
|
|
$
|
(16,943
|
)
|
|
$
|
—
|
|
|
$
|
16,060
|
|
|
$
|
33,003
|
|
|
$
|
(15,291
|
)
|
|
$
|
17,712
|
|
Non-compete agreements
|
|
2.0
|
|
220
|
|
|
(151
|
)
|
|
—
|
|
|
69
|
|
|
220
|
|
|
(122
|
)
|
|
98
|
|
|||||||
Recipes
|
|
3.7
|
|
930
|
|
|
(453
|
)
|
|
—
|
|
|
477
|
|
|
930
|
|
|
(354
|
)
|
|
576
|
|
|||||||
Trade name/brand name
|
|
4.3
|
|
510
|
|
|
(374
|
)
|
|
—
|
|
|
136
|
|
|
510
|
|
|
(346
|
)
|
|
164
|
|
|||||||
Total amortized intangible assets
|
|
|
|
$
|
34,663
|
|
|
$
|
(17,921
|
)
|
|
$
|
—
|
|
|
$
|
16,742
|
|
|
$
|
34,663
|
|
|
$
|
(16,113
|
)
|
|
$
|
18,550
|
|
Unamortized intangible assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Trademarks, trade names and brand name with indefinite lives
|
|
|
|
$
|
10,328
|
|
|
$
|
—
|
|
|
$
|
(5,806
|
)
|
|
$
|
4,522
|
|
|
$
|
10,328
|
|
|
$
|
—
|
|
|
$
|
10,328
|
|
Total unamortized intangible assets
|
|
|
|
$
|
10,328
|
|
|
$
|
—
|
|
|
$
|
(5,806
|
)
|
|
$
|
4,522
|
|
|
$
|
10,328
|
|
|
$
|
—
|
|
|
$
|
10,328
|
|
Total intangible assets
|
|
|
|
$
|
44,991
|
|
|
$
|
(17,921
|
)
|
|
$
|
(5,806
|
)
|
|
$
|
21,264
|
|
|
$
|
44,991
|
|
|
$
|
(16,113
|
)
|
|
$
|
28,878
|
|
|
|
Three Months Ended March 31,
|
|
Nine Months Ended March 31,
|
||||||||||||
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
(In thousands)
|
|
|
|
|
||||||||||||
Service cost
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest cost
|
|
1,059
|
|
|
1,173
|
|
|
3,177
|
|
|
4,025
|
|
||||
Expected return on plan assets
|
|
(1,102
|
)
|
|
(1,126
|
)
|
|
(3,305
|
)
|
|
(4,096
|
)
|
||||
Amortization of net loss(1)
|
|
370
|
|
|
380
|
|
|
1,109
|
|
|
1,120
|
|
||||
Pension settlement charge
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,948
|
|
||||
Net periodic benefit cost
|
|
$
|
327
|
|
|
$
|
427
|
|
|
$
|
981
|
|
|
$
|
11,997
|
|
|
|
March 31, 2020
|
|
June 30, 2019
|
Discount rate
|
|
3.45%
|
|
4.05%
|
Expected long-term return on plan assets
|
|
6.75%
|
|
6.75%
|
(In thousands)
|
|
March 31, 2020
|
|
June 30, 2019
|
||||
WCT Pension Trust (1)
|
|
$
|
—
|
|
|
$
|
1,487
|
|
Local 807 Pension Fund (2)
|
|
$
|
182
|
|
|
$
|
182
|
|
|
|
Three Months Ended March 31,
|
|
Nine Months Ended March 31,
|
||||||||||||
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
(In thousands)
|
|
|
|
|
|
|
|
|
||||||||
Components of Net Periodic Postretirement Benefit Cost (Credit):
|
|
|
|
|
|
|
|
|
||||||||
Service cost
|
|
$
|
147
|
|
|
$
|
133
|
|
|
$
|
441
|
|
|
$
|
399
|
|
Interest cost
|
|
214
|
|
|
222
|
|
|
641
|
|
|
666
|
|
||||
Amortization of net gain
|
|
(125
|
)
|
|
(209
|
)
|
|
(374
|
)
|
|
(627
|
)
|
||||
Curtailment credit - Retiree Medical
|
|
(5,750
|
)
|
|
—
|
|
|
(5,750
|
)
|
|
—
|
|
||||
Amortization of prior service credit
|
|
(395
|
)
|
|
(439
|
)
|
|
(1,186
|
)
|
|
(1,317
|
)
|
||||
Net periodic postretirement benefit credit
|
|
$
|
(5,909
|
)
|
|
$
|
(293
|
)
|
|
$
|
(6,228
|
)
|
|
$
|
(879
|
)
|
|
|
Fiscal
|
||
|
|
2020
|
|
2019
|
Retiree Medical Plan discount rate
|
|
3.44%
|
|
4.25%
|
Death Benefit discount rate
|
|
3.64%
|
|
4.25%
|
|
|
|
|
|
|
|
|
March 31, 2020
|
|
June 30, 2019
|
||||||||||
(In thousands)
|
|
Debt Origination Date
|
|
Maturity
|
|
Original Borrowing Amount
|
|
Carrying Value
|
|
Weighted Average Interest Rate
|
|
Carrying Value
|
|
Weighted Average Interest Rate
|
||||||
Credit Facility
|
|
Revolver
|
|
11/6/2023
|
|
N/A
|
|
$
|
80,000
|
|
|
4.45
|
%
|
|
$
|
92,000
|
|
|
3.98
|
%
|
|
|
March 31, 2020
|
|
June 30, 2019
|
||||
Allocated shares
|
|
1,191,754
|
|
|
1,393,530
|
|
||
Committed to be released shares
|
|
—
|
|
|
—
|
|
||
Unallocated shares
|
|
—
|
|
|
—
|
|
||
Total ESOP shares
|
|
1,191,754
|
|
|
1,393,530
|
|
||
|
|
|
|
|
||||
(In thousands)
|
|
|
|
|
||||
Fair value of ESOP shares
|
|
$
|
8,295
|
|
|
$
|
22,812
|
|
|
|
Nine Months Ended March 31, 2020
|
||
Weighted average fair value of NQOs
|
|
$
|
4.68
|
|
Risk-free interest rate
|
|
1.7
|
%
|
|
Dividend yield
|
|
—
|
%
|
|
Average expected term
|
|
4.6 years
|
|
|
Expected stock price volatility
|
|
35.4
|
%
|
Outstanding NQOs:
|
|
Number
of NQOs
|
|
Weighted
Average
Exercise
Price ($)
|
|
Weighted
Average
Remaining
Life
(Years)
|
|
Aggregate
Intrinsic
Value
($ in thousands)
|
||
Outstanding at June 30, 2019
|
|
198,049
|
|
|
27.35
|
|
5.25
|
|
40
|
|
Granted
|
|
447,973
|
|
|
14.44
|
|
—
|
|
—
|
|
Exercised
|
|
(10,360
|
)
|
|
12.48
|
|
—
|
|
28
|
|
Forfeited
|
|
(112,624
|
)
|
|
26.55
|
|
—
|
|
—
|
|
Expired
|
|
(37,342
|
)
|
|
31.43
|
|
—
|
|
—
|
|
Outstanding at March 31, 2020
|
|
485,696
|
|
|
15.63
|
|
6.42
|
|
—
|
|
Exercisable at March 31, 2020
|
|
20,702
|
|
|
28.16
|
|
4.97
|
|
—
|
|
Outstanding PNQs:
|
|
Number
of
PNQs
|
|
Weighted
Average
Exercise
Price ($)
|
|
|
Weighted
Average
Remaining
Life
(Years)
|
|
Aggregate
Intrinsic
Value
($ in
thousands)
|
||
Outstanding at June 30, 2019
|
|
229,961
|
|
|
26.21
|
|
|
1.23
|
|
—
|
|
Granted
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
Exercised
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
Forfeited
|
|
(6,212
|
)
|
|
32.85
|
|
|
—
|
|
—
|
|
Expired
|
|
(210,119
|
)
|
|
25.86
|
|
|
—
|
|
—
|
|
Outstanding at March 31, 2020
|
|
13,630
|
|
|
28.60
|
|
|
2.61
|
|
—
|
|
Exercisable at March 31, 2020
|
|
8,822
|
|
|
26.89
|
|
|
2.23
|
|
—
|
|
Outstanding and Nonvested Restricted Stock Awards:
|
|
Shares
Awarded
|
|
Weighted
Average
Grant Date
Fair Value
($)
|
||
Outstanding and nonvested at June 30, 2019
|
|
32,056
|
|
|
21.10
|
|
Granted
|
|
83,692
|
|
|
15.26
|
|
Vested/Released
|
|
(18,298
|
)
|
|
23.98
|
|
Cancelled/Forfeited
|
|
(10,809
|
)
|
|
20.37
|
|
Outstanding and nonvested at March 31, 2020
|
|
86,641
|
|
|
15.53
|
|
Outstanding and Nonvested PBRSUs:
|
|
PBRSUs
Awarded(1)
|
|
Weighted
Average
Grant Date
Fair Value
($)
|
||
Outstanding and nonvested at June 30, 2019
|
|
51,237
|
|
|
27.69
|
|
Granted(1)
|
|
81,236
|
|
|
14.46
|
|
Vested/Released
|
|
—
|
|
|
—
|
|
Cancelled/Forfeited
|
|
(38,262
|
)
|
|
27.38
|
|
Outstanding and nonvested at March 31, 2020
|
|
94,211
|
|
|
16.41
|
|
(In thousands)
|
|
March 31, 2020
|
|
June 30, 2019
|
||||
Accrued postretirement benefits
|
|
$
|
890
|
|
|
$
|
1,068
|
|
Accrued workers’ compensation liabilities
|
|
1,702
|
|
|
1,495
|
|
||
Cumulative preferred dividends, undeclared and unpaid (4)
|
|
1,337
|
|
|
305
|
|
||
Earnout payable (1)
|
|
—
|
|
|
1,000
|
|
||
Working capital dispute payable(2)
|
|
354
|
|
|
354
|
|
||
Other (3)
|
|
2,193
|
|
|
3,087
|
|
||
Other current liabilities
|
|
$
|
6,476
|
|
|
$
|
7,309
|
|
(In thousands)
|
|
March 31, 2020
|
|
June 30, 2019
|
||||
Finance lease liabilities
|
|
$
|
22
|
|
|
$
|
32
|
|
Derivative liabilities—noncurrent
|
|
2,747
|
|
|
1,612
|
|
||
Performance Cash Awards Liability
|
|
46
|
|
|
—
|
|
||
Cumulative preferred dividends, undeclared and unpaid—noncurrent
|
|
—
|
|
|
618
|
|
||
Deferred income taxes and other liabilities(1)
|
|
1,738
|
|
|
1,795
|
|
||
Other long-term liabilities
|
|
$
|
4,553
|
|
|
$
|
4,057
|
|
|
|
Three Months Ended March 31,
|
|
Nine Months Ended March 31,
|
||||||||||||
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Income tax (benefit) expense
|
|
$
|
(1,034
|
)
|
|
$
|
43,161
|
|
|
$
|
(1,222
|
)
|
|
$
|
39,149
|
|
Effective tax rate
|
|
2.5
|
%
|
|
(502.7
|
)%
|
|
4.3
|
%
|
|
(152.4
|
)%
|
|
|
Three Months Ended March 31,
|
|
Nine Months Ended March 31,
|
||||||||||||
(In thousands, except share and per share amounts)
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Undistributed net loss available to common stockholders
|
|
$
|
(39,790
|
)
|
|
$
|
(51,828
|
)
|
|
$
|
(27,692
|
)
|
|
$
|
(65,177
|
)
|
Undistributed net loss available to nonvested restricted stockholders and holders of convertible preferred stock
|
|
(126
|
)
|
|
(55
|
)
|
|
(91
|
)
|
|
(58
|
)
|
||||
Net loss available to common stockholders—basic
|
|
$
|
(39,916
|
)
|
|
$
|
(51,883
|
)
|
|
$
|
(27,783
|
)
|
|
$
|
(65,235
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted average common shares outstanding—basic
|
|
17,230,879
|
|
|
17,003,206
|
|
|
17,161,477
|
|
|
16,982,247
|
|
||||
Effect of dilutive securities:
|
|
|
|
|
|
|
|
|
||||||||
Shares issuable under stock options
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Shares issuable under PBRSUs
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Weighted average common shares outstanding—diluted
|
|
17,230,879
|
|
|
17,003,206
|
|
|
17,161,477
|
|
|
16,982,247
|
|
||||
Net loss per common share available to common stockholders—basic
|
|
$
|
(2.32
|
)
|
|
$
|
(3.05
|
)
|
|
$
|
(1.62
|
)
|
|
$
|
(3.84
|
)
|
Net loss per common share available to common stockholders—diluted
|
|
$
|
(2.32
|
)
|
|
$
|
(3.05
|
)
|
|
$
|
(1.62
|
)
|
|
$
|
(3.84
|
)
|
|
|
Three Months Ended March 31,
|
|
Nine Months Ended March 31,
|
||||||||
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||
Shares issuable under stock options
|
|
485,513
|
|
|
269,872
|
|
|
327,192
|
|
|
211,594
|
|
Shares issuable under convertible preferred stock
|
|
418,531
|
|
|
404,197
|
|
|
418,531
|
|
|
404,197
|
|
Shares issuable under PBRSUs
|
|
98,946
|
|
|
91,697
|
|
|
75,926
|
|
|
65,971
|
|
(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
|
|
|
$
|
1,091
|
|
|
$
|
16,038
|
|
|
$
|
1,338
|
|
|
$
|
16,038
|
|
|
|
Three Months Ended March 31,
|
||||||||||||
|
|
2020
|
|
2019
|
||||||||||
(In thousands)
|
|
$
|
|
% of total
|
|
$
|
|
% of total
|
||||||
Net Sales by Product Category:
|
|
|
|
|
|
|
|
|
||||||
Coffee (Roasted)
|
|
$
|
84,300
|
|
|
65.3
|
%
|
|
$
|
93,211
|
|
|
63.5
|
%
|
Coffee (Frozen Liquid)
|
|
7,044
|
|
|
5.5
|
%
|
|
8,267
|
|
|
5.6
|
%
|
||
Tea (Iced & Hot)
|
|
6,701
|
|
|
5.2
|
%
|
|
8,320
|
|
|
5.7
|
%
|
||
Culinary
|
|
12,954
|
|
|
9.9
|
%
|
|
15,990
|
|
|
11.0
|
%
|
||
Spice
|
|
5,262
|
|
|
4.1
|
%
|
|
5,736
|
|
|
3.9
|
%
|
||
Other beverages(1)
|
|
12,290
|
|
|
9.5
|
%
|
|
14,405
|
|
|
9.8
|
%
|
||
Net sales by product category
|
|
128,551
|
|
|
99.5
|
%
|
|
145,929
|
|
|
99.5
|
%
|
||
Fuel surcharge
|
|
588
|
|
|
0.5
|
%
|
|
750
|
|
|
0.5
|
%
|
||
Net sales
|
|
$
|
129,139
|
|
|
100.0
|
%
|
|
$
|
146,679
|
|
|
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,
|
||||||||||||
|
|
2020
|
|
2019
|
||||||||||
(In thousands)
|
|
$
|
|
% of total
|
|
$
|
|
% of total
|
||||||
Net Sales by Product Category:
|
|
|
|
|
|
|
|
|
||||||
Coffee (Roasted)
|
|
$
|
267,847
|
|
|
63.7
|
%
|
|
$
|
287,851
|
|
|
63.4
|
%
|
Coffee (Frozen Liquid)
|
|
23,528
|
|
|
5.6
|
%
|
|
26,141
|
|
|
5.8
|
%
|
||
Tea (Iced & Hot)
|
|
21,969
|
|
|
5.2
|
%
|
|
25,876
|
|
|
5.7
|
%
|
||
Culinary
|
|
42,315
|
|
|
10.1
|
%
|
|
48,779
|
|
|
10.8
|
%
|
||
Spice
|
|
17,594
|
|
|
4.2
|
%
|
|
17,895
|
|
|
3.9
|
%
|
||
Other beverages(1)
|
|
42,322
|
|
|
10.1
|
%
|
|
44,946
|
|
|
9.9
|
%
|
||
Other revenues(2)
|
|
2,701
|
|
|
0.6
|
%
|
|
—
|
|
|
—
|
%
|
||
Net sales by product category
|
|
418,276
|
|
|
99.5
|
%
|
|
451,488
|
|
|
99.5
|
%
|
||
Fuel surcharge
|
|
1,961
|
|
|
0.5
|
%
|
|
2,404
|
|
|
0.5
|
%
|
||
Net sales
|
|
$
|
420,237
|
|
|
100.0
|
%
|
|
$
|
453,892
|
|
|
100.0
|
%
|
(1)
|
Includes all beverages other than roasted coffee, frozen liquid coffee, and iced and hot tea, including cappuccino, cocoa, granitas, and concentrated and ready-to drink cold brew and iced coffee.
|
(2)
|
Represents revenues for certain transition services related to the sale of the Company’s office coffee assets.
|
Item 2.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
•
|
reduced headcount and furloughed significant percentage of the remaining employees;
|
•
|
eliminated fiscal third quarter 2020 cash compensation for our Board of Directors;
|
•
|
temporarily decreased executive leadership, corporate team member’s and all exempt employees (except route sales representatives) base salaries by instituting a 15% reduction;
|
•
|
reduced discretionary spending, including a moratorium on all travel;
|
•
|
reduced fiscal year ending 2020 management incentive bonus program;
|
•
|
reduced plant production costs in two of our plants;
|
•
|
suspended 401k cash matching for all eligible employees;
|
•
|
reduced capital expenditures while also closely managing inventory and other spending;
|
•
|
implemented cost controls throughout our coffee brewing equipment (“CBE”) program service network;
|
•
|
instituted cost savings to reduce our general and administrative expenses;
|
•
|
reduced our DSD supply chain network costs by reducing freight and fleet, and consolidating routes; and
|
•
|
commenced negotiations with landlords on rent, operating expenses and leases.
|
|
Three Months Ended March 31,
|
|
Favorable (Unfavorable)
|
|
Nine Months Ended March 31,
|
|
Favorable (Unfavorable)
|
||||||||||||||||||||||
|
2020
|
|
2019
|
|
Change
|
|
% Change
|
|
2020
|
|
2019
|
|
Change
|
|
% Change
|
||||||||||||||
Income Statement Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Net sales
|
$
|
129,139
|
|
|
$
|
146,679
|
|
|
$
|
(17,540
|
)
|
|
(12.0
|
)%
|
|
$
|
420,237
|
|
|
$
|
453,892
|
|
|
$
|
(33,655
|
)
|
|
(7.4
|
)%
|
Gross margin
|
29.4
|
%
|
|
27.2
|
%
|
|
2.2
|
%
|
|
NM
|
|
|
29.2
|
%
|
|
31.1
|
%
|
|
(1.9
|
)%
|
|
NM
|
|
||||||
Operating expenses as a % of sales
|
64.4
|
%
|
|
31.4
|
%
|
|
(33.0
|
)%
|
|
NM
|
|
|
36.2
|
%
|
|
32.8
|
%
|
|
(3.4
|
)%
|
|
NM
|
|
||||||
Loss from operations
|
$
|
(45,169
|
)
|
|
$
|
(6,102
|
)
|
|
$
|
(39,067
|
)
|
|
NM
|
|
|
$
|
(29,407
|
)
|
|
$
|
(7,678
|
)
|
|
$
|
(21,729
|
)
|
|
NM
|
|
Net loss
|
$
|
(39,777
|
)
|
|
$
|
(51,749
|
)
|
|
$
|
11,972
|
|
|
NM
|
|
|
$
|
(27,369
|
)
|
|
$
|
(64,835
|
)
|
|
$
|
37,466
|
|
|
57.8
|
%
|
Net loss available to common stockholders per common share—basic
|
$
|
(2.32
|
)
|
|
$
|
(3.05
|
)
|
|
$
|
0.73
|
|
|
NM
|
|
|
$
|
(1.62
|
)
|
|
$
|
(3.84
|
)
|
|
$
|
2.22
|
|
|
NM
|
|
Net loss available to common stockholders per common share—diluted
|
$
|
(2.32
|
)
|
|
$
|
(3.05
|
)
|
|
$
|
0.73
|
|
|
NM
|
|
|
$
|
(1.62
|
)
|
|
$
|
(3.84
|
)
|
|
$
|
2.22
|
|
|
NM
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Operating Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Coffee pounds
|
25,678
|
|
|
27,873
|
|
|
(2,195
|
)
|
|
(7.9
|
)%
|
|
80,995
|
|
|
80,719
|
|
|
276
|
|
|
0.3
|
%
|
||||||
EBITDA(1)
|
$
|
(32,272
|
)
|
|
$
|
639
|
|
|
$
|
(32,911
|
)
|
|
NM
|
|
|
$
|
(1,980
|
)
|
|
$
|
2,109
|
|
|
$
|
(4,089
|
)
|
|
NM
|
|
EBITDA Margin(1)
|
(25.0
|
)%
|
|
0.4
|
%
|
|
(25.4
|
)%
|
|
NM
|
|
|
(0.5
|
)%
|
|
0.5
|
%
|
|
(1.0
|
)%
|
|
NM
|
|
||||||
Adjusted EBITDA(1)
|
$
|
6,563
|
|
|
$
|
4,535
|
|
|
$
|
2,028
|
|
|
44.7
|
%
|
|
$
|
18,028
|
|
|
$
|
27,945
|
|
|
$
|
(9,917
|
)
|
|
(35.5
|
)%
|
Adjusted EBITDA Margin(1)
|
5.1
|
%
|
|
3.1
|
%
|
|
2.0
|
%
|
|
NM
|
|
|
4.3
|
%
|
|
6.2
|
%
|
|
(1.9
|
)%
|
|
NM
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Percentage of Total Net Sales By Product Category
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Coffee (Roasted)
|
65.3
|
%
|
|
63.5
|
%
|
|
1.8
|
%
|
|
2.8
|
%
|
|
63.7
|
%
|
|
63.4
|
%
|
|
0.3
|
%
|
|
0.5
|
%
|
||||||
Coffee (Frozen Liquid)
|
5.5
|
%
|
|
5.6
|
%
|
|
(0.1
|
)%
|
|
(1.8
|
)%
|
|
5.6
|
%
|
|
5.8
|
%
|
|
(0.2
|
)%
|
|
(3.4
|
)%
|
||||||
Tea (Iced & Hot)
|
5.2
|
%
|
|
5.7
|
%
|
|
(0.5
|
)%
|
|
(8.8
|
)%
|
|
5.2
|
%
|
|
5.7
|
%
|
|
(0.5
|
)%
|
|
(8.8
|
)%
|
||||||
Culinary
|
9.9
|
%
|
|
11.0
|
%
|
|
(1.1
|
)%
|
|
(10.0
|
)%
|
|
10.1
|
%
|
|
10.8
|
%
|
|
(0.7
|
)%
|
|
(6.5
|
)%
|
||||||
Spice
|
4.1
|
%
|
|
3.9
|
%
|
|
0.2
|
%
|
|
5.1
|
%
|
|
4.2
|
%
|
|
3.9
|
%
|
|
0.3
|
%
|
|
7.7
|
%
|
||||||
Other beverages(2)
|
9.5
|
%
|
|
9.8
|
%
|
|
(0.3
|
)%
|
|
(3.1
|
)%
|
|
10.1
|
%
|
|
9.9
|
%
|
|
0.2
|
%
|
|
2.0
|
%
|
||||||
Other revenues(3)
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
NM
|
|
|
0.6
|
%
|
|
—
|
%
|
|
0.6
|
%
|
|
NM
|
|
||||||
Net sales by product category
|
99.5
|
%
|
|
99.5
|
%
|
|
—
|
%
|
|
NM
|
|
|
99.5
|
%
|
|
99.5
|
%
|
|
(0.6
|
)%
|
|
NM
|
|
||||||
Fuel Surcharge
|
0.5
|
%
|
|
0.5
|
%
|
|
—
|
%
|
|
NM
|
|
|
0.5
|
%
|
|
0.5
|
%
|
|
—
|
%
|
|
NM
|
|
||||||
Total
|
100.0
|
%
|
|
100.0
|
%
|
|
—
|
%
|
|
NM
|
|
|
100.0
|
%
|
|
100.0
|
%
|
|
(0.6
|
)%
|
|
—
|
%
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Other data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Capital expenditures related to maintenance
|
$
|
3,163
|
|
|
$
|
4,434
|
|
|
$
|
(1,271
|
)
|
|
(28.7
|
)%
|
|
$
|
10,622
|
|
|
$
|
17,001
|
|
|
$
|
(6,379
|
)
|
|
(37.5
|
)%
|
Total capital expenditures
|
$
|
4,107
|
|
|
$
|
7,273
|
|
|
$
|
(3,166
|
)
|
|
(43.5
|
)%
|
|
$
|
13,114
|
|
|
$
|
30,393
|
|
|
$
|
(17,279
|
)
|
|
(56.9
|
)%
|
Depreciation and amortization expense
|
$
|
7,333
|
|
|
$
|
7,600
|
|
|
$
|
(267
|
)
|
|
(3.5
|
)%
|
|
$
|
22,544
|
|
|
$
|
23,230
|
|
|
$
|
(686
|
)
|
|
(3.0
|
)%
|
|
Three Months Ended March 31,
|
|
Favorable (Unfavorable)
|
|
Nine Months Ended March 31,
|
|
Favorable (Unfavorable)
|
||||||||||||||||||||||
|
2020
|
|
2019
|
|
Change
|
|
% Change
|
|
2020
|
|
2019
|
|
Change
|
|
% Change
|
||||||||||||||
Net sales
|
$
|
129,139
|
|
|
$
|
146,679
|
|
|
$
|
(17,540
|
)
|
|
(12.0
|
)%
|
|
$
|
420,237
|
|
|
$
|
453,892
|
|
|
$
|
(33,655
|
)
|
|
(7.4
|
)%
|
Cost of goods sold
|
91,190
|
|
|
106,779
|
|
|
15,589
|
|
|
14.6
|
%
|
|
297,662
|
|
|
312,513
|
|
|
14,851
|
|
|
4.8
|
%
|
||||||
Gross profit
|
37,949
|
|
|
39,900
|
|
|
(1,951
|
)
|
|
(4.9
|
)%
|
|
122,575
|
|
|
141,379
|
|
|
(18,804
|
)
|
|
(13.3
|
)%
|
||||||
Selling expenses
|
31,968
|
|
|
34,422
|
|
|
2,454
|
|
|
7.1
|
%
|
|
100,488
|
|
|
111,323
|
|
|
10,835
|
|
|
9.7
|
%
|
||||||
General and administrative expenses
|
8,833
|
|
|
11,306
|
|
|
2,473
|
|
|
21.9
|
%
|
|
32,839
|
|
|
32,063
|
|
|
(776
|
)
|
|
(2.4
|
)%
|
||||||
Restructuring and other transition expenses
|
—
|
|
|
26
|
|
|
26
|
|
|
100.0
|
%
|
|
—
|
|
|
4,700
|
|
|
4,700
|
|
|
100.0
|
%
|
||||||
Net losses (gains) from sales of assets
|
287
|
|
|
248
|
|
|
(39
|
)
|
|
15.7
|
%
|
|
(23,375
|
)
|
|
971
|
|
|
24,346
|
|
|
NM
|
|
||||||
Impairment of goodwill and intangible assets
|
42,030
|
|
|
—
|
|
|
(42,030
|
)
|
|
—
|
%
|
|
42,030
|
|
|
—
|
|
|
(42,030
|
)
|
|
—
|
%
|
||||||
Operating expenses
|
83,118
|
|
|
46,002
|
|
|
(37,116
|
)
|
|
(80.7
|
)%
|
|
151,982
|
|
|
149,057
|
|
|
(2,925
|
)
|
|
(2.0
|
)%
|
||||||
Loss from operations
|
(45,169
|
)
|
|
(6,102
|
)
|
|
(39,067
|
)
|
|
NM
|
|
|
(29,407
|
)
|
|
(7,678
|
)
|
|
(21,729
|
)
|
|
(283.0
|
)%
|
||||||
Other (expense) income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Interest expense
|
(2,478
|
)
|
|
(2,981
|
)
|
|
503
|
|
|
16.9
|
%
|
|
(7,885
|
)
|
|
(9,165
|
)
|
|
1,280
|
|
|
14.0
|
%
|
||||||
Postretirement benefits curtailment and pension settlement charge
|
5,760
|
|
|
—
|
|
|
5,760
|
|
|
NM
|
|
|
5,760
|
|
|
(10,948
|
)
|
|
16,708
|
|
|
(152.6
|
)%
|
||||||
Other, net
|
1,076
|
|
|
495
|
|
|
581
|
|
|
117.4
|
%
|
|
2,941
|
|
|
2,105
|
|
|
836
|
|
|
39.7
|
%
|
||||||
Total other income (expense)
|
4,358
|
|
|
(2,486
|
)
|
|
6,844
|
|
|
275.3
|
%
|
|
816
|
|
|
(18,008
|
)
|
|
18,824
|
|
|
(104.5
|
)%
|
||||||
Loss before taxes
|
(40,811
|
)
|
|
(8,588
|
)
|
|
(32,223
|
)
|
|
(375.2
|
)%
|
|
(28,591
|
)
|
|
(25,686
|
)
|
|
(2,905
|
)
|
|
(11.3
|
)%
|
||||||
Income tax (benefit) expense
|
(1,034
|
)
|
|
43,161
|
|
|
44,195
|
|
|
(102.4
|
)%
|
|
(1,222
|
)
|
|
39,149
|
|
|
40,371
|
|
|
103.1
|
%
|
||||||
Net loss
|
$
|
(39,777
|
)
|
|
$
|
(51,749
|
)
|
|
11,972
|
|
|
23.1
|
%
|
|
$
|
(27,369
|
)
|
|
$
|
(64,835
|
)
|
|
37,466
|
|
|
57.8
|
%
|
||
Less: Cumulative preferred dividends, undeclared and unpaid
|
139
|
|
|
134
|
|
|
(5
|
)
|
|
(3.7
|
)%
|
|
414
|
|
|
400
|
|
|
(14
|
)
|
|
(3.5
|
)%
|
||||||
Net loss available to common stockholders
|
$
|
(39,916
|
)
|
|
$
|
(51,883
|
)
|
|
11,967
|
|
|
23.1
|
%
|
|
$
|
(27,783
|
)
|
|
$
|
(65,235
|
)
|
|
37,452
|
|
|
57.4
|
%
|
|
Three Months Ended March 31,
|
|
Favorable (Unfavorable)
|
|
Nine Months Ended March 31,
|
|
Favorable (Unfavorable)
|
||||||||||||||||||||||
|
2020
|
|
2019
|
|
Change
|
|
% Change
|
|
2020
|
|
2019
|
|
Change
|
|
% Change
|
||||||||||||||
Units sold
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Coffee (Roasted)
|
20,542
|
|
|
22,298
|
|
|
(1,756
|
)
|
|
(7.9
|
)%
|
|
64,796
|
|
|
64,575
|
|
|
221
|
|
|
0.3
|
%
|
||||||
Coffee (Frozen Liquid)
|
83
|
|
|
101
|
|
|
(18
|
)
|
|
(17.8
|
)%
|
|
281
|
|
|
336
|
|
|
(55
|
)
|
|
(16.4
|
)%
|
||||||
Tea (Iced & Hot)
|
650
|
|
|
740
|
|
|
(90
|
)
|
|
(12.2
|
)%
|
|
1,998
|
|
|
2,097
|
|
|
(99
|
)
|
|
(4.7
|
)%
|
||||||
Culinary
|
1,584
|
|
|
1,986
|
|
|
(402
|
)
|
|
(20.2
|
)%
|
|
5,376
|
|
|
6,186
|
|
|
(810
|
)
|
|
(13.1
|
)%
|
||||||
Spice
|
140
|
|
|
162
|
|
|
(22
|
)
|
|
(13.6
|
)%
|
|
479
|
|
|
552
|
|
|
(73
|
)
|
|
(13.2
|
)%
|
||||||
Other beverages(1)
|
828
|
|
|
1,100
|
|
|
(272
|
)
|
|
(24.7
|
)%
|
|
3,225
|
|
|
4,009
|
|
|
(784
|
)
|
|
(19.6
|
)%
|
||||||
Total
|
23,827
|
|
|
26,387
|
|
|
(2,560
|
)
|
|
(9.7
|
)%
|
|
76,155
|
|
|
77,755
|
|
|
(1,600
|
)
|
|
(2.1
|
)%
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Unit Price
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Coffee (Roasted)
|
$
|
4.10
|
|
|
$
|
4.18
|
|
|
$
|
(0.08
|
)
|
|
(1.9
|
)%
|
|
$
|
4.16
|
|
|
$
|
4.46
|
|
|
$
|
(0.30
|
)
|
|
(6.7
|
)%
|
Coffee (Frozen Liquid)
|
$
|
84.87
|
|
|
$
|
81.85
|
|
|
$
|
3.02
|
|
|
3.7
|
%
|
|
$
|
83.73
|
|
|
$
|
77.80
|
|
|
$
|
5.93
|
|
|
7.6
|
%
|
Tea (Iced & Hot)
|
$
|
10.31
|
|
|
$
|
11.24
|
|
|
$
|
(0.93
|
)
|
|
(8.3
|
)%
|
|
$
|
11.00
|
|
|
$
|
12.34
|
|
|
$
|
(1.34
|
)
|
|
(10.9
|
)%
|
Culinary
|
$
|
8.18
|
|
|
$
|
8.05
|
|
|
$
|
0.13
|
|
|
1.6
|
%
|
|
$
|
8.02
|
|
|
$
|
7.89
|
|
|
$
|
0.13
|
|
|
1.6
|
%
|
Spice
|
$
|
37.59
|
|
|
$
|
35.39
|
|
|
$
|
2.20
|
|
|
6.2
|
%
|
|
$
|
36.73
|
|
|
$
|
32.42
|
|
|
$
|
4.31
|
|
|
13.3
|
%
|
Other beverages(1)
|
$
|
14.84
|
|
|
$
|
13.10
|
|
|
$
|
1.74
|
|
|
13.3
|
%
|
|
$
|
13.23
|
|
|
$
|
11.21
|
|
|
$
|
2.02
|
|
|
18.0
|
%
|
Average unit price
|
$
|
5.40
|
|
|
$
|
5.53
|
|
|
$
|
(0.13
|
)
|
|
(2.4
|
)%
|
|
$
|
5.49
|
|
|
$
|
5.81
|
|
|
$
|
(0.32
|
)
|
|
(5.5
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Total Net Sales By Product Category(2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Coffee (Roasted)
|
$
|
84,300
|
|
|
$
|
93,211
|
|
|
$
|
(8,911
|
)
|
|
(9.6
|
)%
|
|
$
|
269,367
|
|
|
$
|
287,851
|
|
|
$
|
(18,484
|
)
|
|
(6.4
|
)%
|
Coffee (Frozen Liquid)
|
7,044
|
|
|
8,267
|
|
|
(1,223
|
)
|
|
(14.8
|
)%
|
|
23,528
|
|
|
26,141
|
|
|
(2,613
|
)
|
|
(10.0
|
)%
|
||||||
Tea (Iced & Hot)
|
6,701
|
|
|
8,320
|
|
|
(1,619
|
)
|
|
(19.5
|
)%
|
|
21,969
|
|
|
25,876
|
|
|
(3,907
|
)
|
|
(15.1
|
)%
|
||||||
Culinary
|
12,954
|
|
|
15,990
|
|
|
(3,036
|
)
|
|
(19.0
|
)%
|
|
43,099
|
|
|
48,779
|
|
|
(5,680
|
)
|
|
(11.6
|
)%
|
||||||
Spice
|
5,262
|
|
|
5,736
|
|
|
(474
|
)
|
|
(8.3
|
)%
|
|
17,594
|
|
|
17,895
|
|
|
(301
|
)
|
|
(1.7
|
)%
|
||||||
Other beverages(1)
|
12,290
|
|
|
14,405
|
|
|
(2,115
|
)
|
|
(14.7
|
)%
|
|
42,681
|
|
|
44,946
|
|
|
(2,265
|
)
|
|
(5.0
|
)%
|
||||||
Net sales by product category
|
$
|
128,551
|
|
|
$
|
145,929
|
|
|
$
|
(17,378
|
)
|
|
(11.9
|
)%
|
|
$
|
418,238
|
|
|
$
|
451,488
|
|
|
$
|
(33,250
|
)
|
|
(7.4
|
)%
|
Fuel Surcharge
|
588
|
|
|
750
|
|
|
(162
|
)
|
|
(21.6
|
)%
|
|
1,999
|
|
|
2,404
|
|
|
(405
|
)
|
|
(16.8
|
)%
|
||||||
Total
|
$
|
129,139
|
|
|
$
|
146,679
|
|
|
$
|
(17,540
|
)
|
|
(12.0
|
)%
|
|
$
|
420,237
|
|
|
$
|
453,892
|
|
|
$
|
(33,655
|
)
|
|
(7.4
|
)%
|
|
Three Months Ended
March 31, 2020 vs. 2019 |
|
% of Total Mix Change
|
|
Nine Months Ended
March 31, 2020 vs. 2019 |
|
% of Total Mix Change
|
||||||
Effect of change in unit sales
|
$
|
(13.8
|
)
|
|
(78.9
|
)%
|
|
$
|
(8.8
|
)
|
|
(26.1
|
)%
|
Effect of pricing and product mix changes
|
(3.7
|
)
|
|
(21.1
|
)%
|
|
(24.9
|
)
|
|
(73.9
|
)%
|
||
Total decrease in net sales
|
$
|
(17.5
|
)
|
|
(100.0
|
)%
|
|
$
|
(33.7
|
)
|
|
(100.0
|
)%
|
•
|
postretirement medical curtailment gains in the current period;
|
•
|
pension settlement charge in prior period;
|
•
|
reduced employee postretirement benefit gains;
|
•
|
lower interest expense; and
|
•
|
lower net losses on coffee-related derivative instruments in the three and nine months ended March 31, 2020.
|
•
|
income taxes;
|
•
|
interest expense; and
|
•
|
depreciation and amortization expense.
|
•
|
income taxes;
|
•
|
interest expense;
|
•
|
(loss) income from short-term investments;
|
•
|
depreciation and amortization expense;
|
•
|
ESOP and share-based compensation expense;
|
•
|
non-cash impairment losses;
|
•
|
non-cash pension withdrawal expense;
|
•
|
restructuring and other transition expenses;
|
•
|
severance costs;
|
•
|
proxy related expenses;
|
•
|
non-recurring costs associated with the COVID-19 pandemic;
|
•
|
net gains and losses from sales of assets;
|
•
|
non-cash pension and postretirement benefits; and
|
•
|
acquisition and integration costs.
|
|
|
Three Months Ended March 31,
|
|
Nine Months Ended March 31,
|
||||||||||||
(In thousands)
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Net loss, as reported
|
|
$
|
(39,777
|
)
|
|
$
|
(51,749
|
)
|
|
$
|
(27,369
|
)
|
|
$
|
(64,835
|
)
|
Income tax (benefit) expense
|
|
(1,034
|
)
|
|
43,161
|
|
|
(1,222
|
)
|
|
39,149
|
|
||||
Interest expense (1)
|
|
1,206
|
|
|
1,627
|
|
|
4,067
|
|
|
4,565
|
|
||||
Depreciation and amortization expense
|
|
7,333
|
|
|
7,600
|
|
|
22,544
|
|
|
23,230
|
|
||||
EBITDA
|
|
$
|
(32,272
|
)
|
|
$
|
639
|
|
|
$
|
(1,980
|
)
|
|
$
|
2,109
|
|
EBITDA Margin
|
|
(25.0
|
)%
|
|
0.4
|
%
|
|
(0.5
|
)%
|
|
0.5
|
%
|
|
|
Three Months Ended March 31,
|
|
Nine Months Ended March 31,
|
||||||||||||
(In thousands)
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Net loss, as reported
|
|
$
|
(39,777
|
)
|
|
$
|
(51,749
|
)
|
|
$
|
(27,369
|
)
|
|
$
|
(64,835
|
)
|
Income tax (benefit) expense
|
|
(1,034
|
)
|
|
43,161
|
|
|
(1,222
|
)
|
|
39,149
|
|
||||
Interest expense(1)
|
|
1,206
|
|
|
1,627
|
|
|
4,067
|
|
|
4,565
|
|
||||
Depreciation and amortization expense
|
|
7,333
|
|
|
7,600
|
|
|
22,544
|
|
|
23,230
|
|
||||
ESOP and share-based compensation expense
|
|
1,418
|
|
|
1,238
|
|
|
3,197
|
|
|
3,095
|
|
||||
Restructuring and other transition expenses(2)
|
|
—
|
|
|
26
|
|
|
—
|
|
|
4,700
|
|
||||
Net losses (gains) from sales of other assets
|
|
287
|
|
|
248
|
|
|
(23,375
|
)
|
|
971
|
|
||||
Impairment of goodwill and intangible assets
|
|
42,030
|
|
|
—
|
|
|
42,030
|
|
|
—
|
|
||||
Non-recurring costs associated with the COVID-19 pandemic
|
|
129
|
|
|
—
|
|
|
129
|
|
|
—
|
|
||||
Proxy contest-related expenses
|
|
204
|
|
|
—
|
|
|
463
|
|
|
—
|
|
||||
Acquisition and integration costs
|
|
—
|
|
|
2,384
|
|
|
—
|
|
|
6,122
|
|
||||
Postretirement benefits curtailment and pension settlement charge
|
|
(5,760
|
)
|
|
—
|
|
|
(5,760
|
)
|
|
10,948
|
|
||||
Severance
|
|
527
|
|
|
—
|
|
|
3,324
|
|
|
—
|
|
||||
Adjusted EBITDA
|
|
$
|
6,563
|
|
|
$
|
4,535
|
|
|
$
|
18,028
|
|
|
$
|
27,945
|
|
Adjusted EBITDA Margin
|
|
5.1
|
%
|
|
3.1
|
%
|
|
4.3
|
%
|
|
6.2
|
%
|
•
|
reduced headcount and furloughed a significant percentage of the remaining employees;
|
•
|
eliminated fiscal third quarter 2020 cash compensation for our Board of Directors;
|
•
|
temporarily decreased executive leadership, corporate team members’ and all exempt employees’ (except route sales representatives) base salaries by 15%;
|
•
|
reduced discretionary spending, including a moratorium on all travel;
|
•
|
reduced fiscal year ending 2020 management incentive bonus program;
|
•
|
reduced plant production costs in two of our plants;
|
•
|
suspended 401(k) cash matching for all eligible employees;
|
•
|
reduced capital expenditures while also closely managing inventory and other spending;
|
•
|
implemented cost controls throughout our coffee brewing equipment (“CBE”) program service network;
|
•
|
instituted cost savings to reduce our selling, general and administrative expenses;
|
•
|
reduced our DSD supply chain network costs by reducing freight, and fleet, and consolidating routes; and
|
•
|
commenced negotiations with certain landlords on rent, operating expenses and leases.
|
•
|
apply for the Main Street Lending program of the CARES Act;
|
•
|
unlock liquidity of certain of our real estate assets through sale leaseback or sale of excess real estate;
|
•
|
seek additional financing in the debt or equity markets; or
|
•
|
refinance or restructure all or a portion of our indebtedness.
|
|
Nine Months Ended March 31,
|
||||||
|
2020
|
|
2019
|
||||
Condensed Consolidated Statements of cash flows data (in thousands)
|
|
|
|
||||
Net cash provided by operating activities
|
$
|
8,065
|
|
|
$
|
7,500
|
|
Net cash provided (used) in investing activities
|
23,619
|
|
|
(30,250
|
)
|
||
Net cash (used) provided by financing activities
|
(12,278
|
)
|
|
32,506
|
|
||
Net increase in cash and cash equivalents
|
$
|
19,406
|
|
|
$
|
9,756
|
|
|
|
Three Months Ended March 31,
|
|
Nine Months Ended March 31,
|
||||||||||||
(In thousands)
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Maintenance:
|
|
|
|
|
|
|
|
|
||||||||
Coffee brewing equipment
|
|
$
|
2,159
|
|
|
$
|
3,538
|
|
|
$
|
6,294
|
|
|
$
|
12,460
|
|
Building and facilities
|
|
—
|
|
|
35
|
|
|
133
|
|
|
50
|
|
||||
Vehicles, machinery and equipment
|
|
408
|
|
|
464
|
|
|
1,444
|
|
|
2,187
|
|
||||
IT, software, office furniture and equipment
|
|
596
|
|
|
397
|
|
|
2,751
|
|
|
2,304
|
|
||||
Capital expenditures, maintenance
|
|
$
|
3,163
|
|
|
$
|
4,434
|
|
|
$
|
10,622
|
|
|
$
|
17,001
|
|
|
|
|
|
|
|
|
|
|
||||||||
Expansion Project:
|
|
|
|
|
|
|
|
|
||||||||
Machinery and equipment
|
|
$
|
828
|
|
|
$
|
2,839
|
|
|
$
|
2,376
|
|
|
$
|
13,392
|
|
IT equipment
|
|
$
|
116
|
|
|
$
|
—
|
|
|
$
|
116
|
|
|
$
|
—
|
|
Capital expenditures, Expansion Project
|
|
$
|
944
|
|
|
$
|
2,839
|
|
|
$
|
2,492
|
|
|
$
|
13,392
|
|
|
|
|
|
|
|
|
|
|
||||||||
Total capital expenditures
|
|
$
|
4,107
|
|
|
$
|
7,273
|
|
|
$
|
13,114
|
|
|
$
|
30,393
|
|
Item 3.
|
Quantitative and Qualitative Disclosures About Market Risk
|
(In thousands)
|
|
Principal
|
|
Interest Rate
|
|
Annual Interest Expense
|
|||
–150 basis points
|
|
$15,000
|
|
2.95
|
%
|
|
$
|
443
|
|
–100 basis points
|
|
$15,000
|
|
3.45
|
%
|
|
$
|
518
|
|
Unchanged
|
|
$15,000
|
|
4.45
|
%
|
|
$
|
668
|
|
+100 basis points
|
|
$15,000
|
|
5.45
|
%
|
|
$
|
818
|
|
+150 basis points
|
|
$15,000
|
|
5.95
|
%
|
|
$
|
893
|
|
|
|
Increase (Decrease) to Net Loss
|
|
Increase (Decrease) to AOCI
|
||||||||||||
|
|
10% Increase in Underlying Rate
|
|
10% Decrease in Underlying Rate
|
|
10% Increase in Underlying Rate
|
|
10% Decrease in Underlying Rate
|
||||||||
(In thousands)
|
|
|||||||||||||||
Coffee-related derivative instruments(1)
|
|
$
|
596
|
|
|
$
|
(596
|
)
|
|
$
|
4,155
|
|
|
$
|
(4,155
|
)
|
Item 4.
|
Controls and Procedures
|
PART II - OTHER INFORMATION
|
Item 1.
|
Legal Proceedings
|
Item 1A.
|
Risk Factors
|
•
|
seek additional financing in the debt or equity markets;
|
•
|
refinance or restructure all or a portion of our indebtedness;
|
•
|
sell assets; and/or
|
•
|
reduce or delay planned capital or operating expenditures, strategic acquisitions or investments.
|
•
|
requiring a substantial portion of our cash flow from operations to make payments on our indebtedness;
|
•
|
reducing the cash flow available or limiting our ability to borrow additional funds, to pay dividends, to fund capital expenditures and other corporate purposes and to pursue our business strategies;
|
•
|
limiting our flexibility in planning for, or reacting to, changes in our businesses and the industries in which we operate;
|
•
|
increasing our vulnerability to general adverse economic and industry conditions; and
|
•
|
placing us at a competitive disadvantage compared to our competitors that have less debt.
|
Item 6.
|
Exhibits
|
Exhibit No.
|
|
Description
|
|
|
|
3.1
|
|
|
|
|
|
3.2*
|
|
|
|
|
|
3.3
|
|
|
|
|
|
10.59*
|
|
|
|
|
|
10.60*
|
|
|
|
|
|
10.63
|
|
|
|
|
|
10.64#
|
|
|
|
|
|
10.65#
|
|
|
|
|
|
31.1*
|
|
|
|
|
|
31.2*
|
|
|
|
|
|
32.1**
|
|
|
|
|
|
32.2**
|
|
|
|
|
|
101.INS**
|
|
XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
|
101.SCH**
|
|
Inline XBRL Taxonomy Extension Schema Document.
|
101.CAL**
|
|
Inline XBRL Taxonomy Extension Calculation Linkbase Document.
|
101.DEF**
|
|
Inline XBRL Taxonomy Extension Definition Linkbase Document.
|
101.LAB**
|
|
Inline XBRL Taxonomy Extension Label Linkbase Document.
|
101.PRE**
|
|
Inline XBRL Taxonomy Extension Presentation Linkbase Document.
|
104**
|
|
Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
|
#
|
Management contract or compensatory plan or arrangement
|
|
|
*
|
Filed herewith
|
|
|
**
|
Furnished, not filed, herewith
|
|
|
|
|
|
|
|
FARMER BROS. CO.
|
||||
|
|
|
|||
|
By:
|
|
/s/ Deverl Maserang
|
||
|
|
|
Deverl Maserang
President and Chief Executive Officer (principal executive officer) |
||
|
|
|
May 7, 2020
|
||
|
|
|
|
||
|
By:
|
|
/s/ Scott R. Drake
|
||
|
|
|
Scott R. Drake
Chief Financial Officer
(principal financial officer)
|
||
|
|
|
May 7, 2020
|
|
/S/ DEVERL MASERANG
|
Deverl Maserang
President and Chief Executive Officer
(principal executive officer)
|
|
|
/S/ SCOTT R. DRAKE
|
|
Scott R. Drake
Chief Financial Officer
(principal financial officer)
|
|
|
/S/ DEVERL MASERANG
|
Deverl Maserang
President and Chief Executive Officer
(principal executive officer)
|
|
|
/S/ SCOTT R. DRAKE
|
|
Scott R. Drake
Chief Financial Officer
(principal financial officer)
|
|