FARMER BROTHERS CO [FARM] Filings

10-Q 1 farm-20231231.htm 10-Q farm-20231231

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


☑			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended December 31, 2023


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-34249

FARMER BROS. CO.

(Exact Name of Registrant as Specified in Its Charter)


Delaware		95-0725980
(State or Other Jurisdiction of Incorporation of Organization)		(I.R.S. Employer Identification No.)
1912 Farmer Brothers Drive, Northlake, Texas 76262
(Address of Principal Executive Offices; Zip Code)

682-549-6600
(Registrant’s Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Common Stock, par value $1.00 per share	FARM	Nasdaq Global Select Market

None
(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ NO ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ NO ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☐

Accelerated filer

☒

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

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

Exchange Act.

☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

YES ☐ NO ☒

As of February 5, 2024, the registrant had 21,074,434 shares outstanding of its common stock, par value $1.00 per share, which is the registrant’s only class of common stock.

TABLE OF CONTENTS


			Page
PART I – FINANCIAL INFORMATION (UNAUDITED)

Item 1. Financial Statements			1

Consolidated Balance Sheets at December 31, 2023 and June 30, 2023			1

Consolidated Statements of Operations for the Three and Six Months Ended December 31, 2023 and 2022			2

Consolidated Statements of Comprehensive Income (Loss) for the Three and Six Months Ended December 31, 2023 and 2022			3

Consolidated Statements of Stockholders’ Equity for the Three and Six Months Ended December 31, 2023 and 2022			4

Consolidated Statements of Cash Flows for the Six Months Ended December 31, 2023 and 2022			5

Notes to Consolidated Financial Statements			6

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			22

Item 3. Quantitative and Qualitative Disclosures About Market Risk			30

Item 4. Controls and Procedures			31

PART II – OTHER INFORMATION

Item 1. Legal Proceedings			31

Item 1A. Risk Factors			31

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			31

Item 3. Defaults Upon Senior Securities			31

Item 4. Mine Safety Disclosures			31

Item 5. Other Information			31

Item 6. Exhibits			32

SIGNATURES			33

PART I - FINANCIAL INFORMATION (UNAUDITED)

Item 1. Financial Statements

FARMER BROS. CO.

CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(In thousands, except share and per share data)


	December 31, 2023		June 30, 2023

ASSETS
Current assets:
Cash and cash equivalents	$	6,932	$	5,244
Restricted cash	175		175
Accounts receivable, net of allowance for credit losses of $710 and $416, respectively	32,850		45,129
Inventories	55,469		49,276

Short-term derivative assets	279		68
Prepaid expenses	5,140		5,334
Assets held for sale	3,573		7,770
Total current assets	104,418		112,996
Property, plant and equipment, net	33,933		33,782
Intangible assets, net	12,330		13,493
Right-of-use operating lease assets	29,142		24,593
Other assets	2,023		2,917
Total assets	$	181,846	$	187,781
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	44,204		60,088
Accrued payroll expenses	12,681		10,082
Right-of-use operating lease liabilities - current	12,404		8,040

Short-term derivative liability	498		2,636
Other current liabilities	3,757		4,519
Total current liabilities	73,544		85,365
Long-term borrowings under revolving credit facility	23,300		23,021

Accrued pension liabilities	19,354		19,761
Accrued postretirement benefits	785		763
Accrued workers’ compensation liabilities	2,504		3,065
Right-of-use operating lease liabilities - noncurrent	17,346		17,157
Other long-term liabilities	1,752		537
Total liabilities	$	138,585	$	149,669
Commitments and contingencies
Stockholders’ equity:

Common stock, $1.00 par value, 50,000,000 shares authorized; 20,793,956 and 20,142,973 shares issued and outstanding as of December 31, 2023 and June 30, 2023, respectively	20,795		20,144
Additional paid-in capital	79,598		77,278
Accumulated deficit	(25,082)		(26,479)

Accumulated other comprehensive loss	(32,050)		(32,831)
Total stockholders’ equity	$	43,261	$	38,112
Total liabilities and stockholders’ equity	$	181,846	$	187,781

The accompanying notes are an integral part of these unaudited consolidated financial statements.

FARMER BROS. CO.

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

(In thousands, except share and per share data)


	Three Months Ended December 31,				Six Months Ended December 31,
	2023		2022		2023		2022
Net sales	$	89,453	$	88,919	$	171,340	$	168,746
Cost of goods sold	53,344		57,896		104,444		110,704
Gross profit	36,109		31,023		66,896		58,042
Selling expenses	28,141		25,632		54,969		51,388
General and administrative expenses	9,655		8,587		22,486		17,815
Net (gains) losses from sale of assets	(6,138)		55		(12,922)		(7,127)

Operating expenses	31,658		34,274		64,533		62,076
Income (loss) from operations	4,451		(3,251)		2,363		(4,034)
Other (expense) income:
Interest expense	(1,907)		(1,858)		(4,129)		(3,928)
Other, net	324		(3,533)		3,195		(2,217)
Total other expense	(1,583)		(5,391)		(934)		(6,145)
Income (loss) from continuing operations before taxes	2,868		(8,642)		1,429		(10,179)
Income tax expense	164		40		32		83
Income (loss) from continuing operations	$	2,704	$	(8,682)	$	1,397	$	(10,262)
Loss from discontinued operations, net of income taxes	$	—	$	(4,926)	$	—	$	(10,720)
Net income (loss)	$	2,704	$	(13,608)	$	1,397	$	(20,982)
Income (loss) from continuing operations available to common stockholders per common share, basic and diluted	$	0.13	$	(0.47)	$	0.07	$	(0.53)
Loss from discontinued operations available to common stockholders per common share, basic and diluted	$	—	$	(0.26)	$	—	$	(0.56)
Net income (loss) available to common stockholders per common share, basic and diluted	$	0.13	$	(0.73)	$	0.07	$	(1.09)
Weighted average common shares outstanding—basic	20,728,699		18,723,957		20,565,492		19,243,707
Weighted average common shares outstanding—diluted	20,917,562		18,723,957		20,740,303		19,243,707

The accompanying notes are an integral part of these unaudited consolidated financial statements.

FARMER BROS. CO.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED)

(In thousands)


	Three Months Ended December 31,				Six Months Ended December 31,
	2023		2022		2023		2022
Net income (loss)	$	2,704	$	(13,608)	$	1,397	$	(20,982)
Other comprehensive loss, net of taxes:
Unrealized gains (losses) on derivatives designated as cash flow hedges	606		(2,284)		151		(2,812)
Losses (gains) on derivatives designated as cash flow hedges reclassified to cost of goods sold	802		(600)		630		(1,881)
Losses on derivative instruments undesignated as cash flow hedges reclassified to interest expense	—		279		—		566


Total comprehensive income (loss)	$	4,112	$	(16,213)	$	2,178	$	(25,109)

The accompanying notes are an integral part of these unaudited consolidated financial statements.


FARMER BROS. CO. CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (UNAUDITED) (In thousands, except share and per share data)

	Common Shares	Common Stock Amount		Additional Paid-in Capital		Accumulated Deficit		Accumulated Other Comprehensive Loss		Total
Balance at June 30, 2023	20,142,973	$	20,144	$	77,278	$	(26,479)	$	(32,831)	$	38,112
Net loss	—	—		—		(1,307)		—		(1,307)
Cash flow hedges, net of taxes	—	—		—		—		(628)		(628)


401(k) compensation expense, including reclassifications	154,046	154		653		—		—		807
Share-based compensation	—	—		814		—		—		814
Issuance of common stock and stock option exercises	279,464	280		(280)		—		—		—

Balance at September 30, 2023	20,576,483	$	20,578	$	78,465	$	(27,786)	$	(33,459)	$	37,798
Net income	—	—		—		2,704		—		2,704
Cash flow hedges, net of taxes	—	—		—		—		1,409		1,409


401(k) compensation expense, including reclassifications	171,786	172		740		—		—		912
Share-based compensation	—	—		438		—		—		438
Issuance of common stock and stock option exercises	45,687	45		(45)		—		—		—

Balance at December 31, 2023	20,793,956	$	20,795	$	79,598	$	(25,082)	$	(32,050)	$	43,261


FARMER BROS. CO. CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (UNAUDITED) (In thousands, except share and per share data)

	Preferred Shares	Preferred Stock Amount		Common Shares	Common Stock Amount		Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Total
Balance at June 30, 2022	14,700	$	15	18,464,966	$	18,466	$	71,997	$	52,701	$	(38,431)	$	104,748
Net loss	—	—		—	—		—		(7,374)		—		(7,374)
Cash flow hedges, net of taxes	—	—		—	—		—		—		(1,521)		(1,521)


401(k) compensation expense, including reclassifications	—	—		257,052	257		940		—		—		1,197
Share-based compensation	—	—		—	—		1,165		—		—		1,165
Issuance of common stock and stock option exercises	—	—		158,744	159		(159)		—		—		—
Conversion and cancellation of preferred shares	(14,700)	(15)		399,208	399		(1,750)		—		—		(1,366)
Balance at September 30, 2022	—	—		19,279,970	$	19,281	$	72,193	$	45,327	$	(39,952)	$	96,849
Net loss	—	—		—	—		—		(13,608)		—		(13,608)
Cash flow hedges, net of taxes	—	—		—	—		—		—		(2,606)		(2,606)


401(k) compensation expense, including reclassifications	—	—		264,712	265		1,059		—		—		1,324
Share-based compensation	—	—		—	—		979		—		—		979
Issuance of common stock and stock option exercises	—	—		137,261	137		(137)		—		—		—

Balance at December 31, 2022	—	—		19,681,943	$	19,683	$	74,094	$	31,719	$	(42,558)	$	82,938

The accompanying notes are an integral part of these unaudited consolidated financial statements.


FARMER BROS. CO.
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(In thousands)
	Six Months Ended December 31,
	2023		2022
Cash flows from operating activities:
Net income (loss)	$	1,397	$	(20,982)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities
Depreciation and amortization	5,792		11,316

Gain on settlement related to Boyd's acquisition	—		(1,917)

Net gains from sale of assets	(14,136)		(7,127)
Net losses (gains) on derivative instruments	429		2,074
401(k) and share-based compensation expense	2,970		4,665
Provision for credit losses	450		211
Change in operating assets and liabilities:
Accounts receivable, net	13,044		(3,589)
Inventories	(6,193)		16,081
Derivative (liabilities) assets, net	(779)		(1,668)
Other assets	1,146		(219)
Accounts payable	(15,936)		9,877
Accrued expenses and other	949		(5,159)
Net cash (used in) provided by operating activities	(10,867)		3,563
Cash flows from investing activities:
Sale of business	(1,214)		—
Purchases of property, plant and equipment	(6,853)		(7,714)
Proceeds from sales of property, plant and equipment	20,497		9,933
Net cash provided by investing activities	12,430		2,219
Cash flows from financing activities:
Proceeds from Credit Facilities	2,279		54,000
Repayments on Credit Facilities	(2,000)		(49,383)
Payments of finance lease obligations	(96)		(96)
Payment of financing costs	(58)		(357)
Net cash provided by financing activities	125		4,164
Net increase in cash and cash equivalents and restricted cash	1,688		9,946
Cash and cash equivalents and restricted cash at beginning of period	5,419		9,994
Cash and cash equivalents and restricted cash at end of period	$	7,107	$	19,940


Supplemental disclosure of non-cash investing and financing activities:

Right-of-use assets obtained in exchange for new operating lease liabilities	$	6,456	$	2,965
Non-cash issuance of ESOP and 401(K) common stock	326		522
Non cash additions to property, plant and equipment	52		138

The accompanying notes are an integral part of these unaudited consolidated financial statements.

FARMER BROS. CO.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Note 1. Introduction and Basis of Presentation

Farmer Bros. Co., a Delaware corporation (including its consolidated subsidiaries unless the context otherwise requires, the “Company,” or “Farmer Bros.”), is a leading coffee roaster, wholesaler, equipment servicer and distributor of coffee, tea and other allied products. The Company serves a wide variety of customers, from small independent restaurants and foodservice operators to large institutional buyers like restaurant, department and convenience store retailers, hotels, casinos, healthcare facilities, and gourmet coffee houses, as well as grocery chains with private brand and consumer-branded coffee and tea products, and foodservice distributors.

On June 30, 2023, the Company completed its sale of certain assets of the Company related to its direct ship and private label business, including the Company’s production facility and corporate office building in Northlake, Texas (the "Sale"). The Sale and the related direct ship and private label operations are reported in loss from discontinued operations, net of income taxes on the consolidated statements of operations. See Note 3, Discontinued Operations for more information related to the Sale and the discontinued operations. All other footnotes present results of the continuing operations.

Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States (“GAAP”) for complete consolidated financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation of the interim financial data have been included. Operating results for the three and six months ended December 31, 2023 are not necessarily indicative of the results that may be expected for the fiscal year ending June 30, 2024.

The accompanying unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2023, filed with the Securities and Exchange Commission (the “SEC”) on September 12, 2023, as amended by the Form 10-K/A filed on October 27, 2023 (as amended, the “2023 Form 10-K”).

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its direct and indirect wholly owned subsidiaries. All intercompany balances and transactions have been eliminated. Certain amounts disclosed in fiscal 2023 have been reclassified to conform with the discontinued operations.

Use of Estimates

The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. The Company reviews its estimates on an ongoing basis using currently available information. Changes in facts and circumstances may result in revised estimates and actual results may differ from those estimates.

Correction of an Immaterial Error

In conjunction with our close process for the second quarter of fiscal year 2024, the Company identified an error related to certain vehicle operating leases which were not properly recorded as a right of use asset and right of use liability in accordance with ASC Topic 842 and were corrected as of December 31, 2023. The correction of this error had no impact on the statements of operations, statements of comprehensive income (loss), or the statement of cash flows. No adjustments were necessary for prior periods as the effects were immaterial.

Note 2. Summary of Significant Accounting Policies

For a detailed discussion about the Company’s significant accounting policies, see Note 2, “Summary of Significant Accounting Policies,” in the Notes to Consolidated Financial Statements in the 2023 Form 10-K.

During the three and six months ended December 31, 2023, there were no significant updates made to the Company’s significant accounting policies.

Farmer Bros. Co.

Notes to Unaudited Consolidated Financial Statements (continued)

Concentration of Credit Risk

At December 31, 2023 and June 30, 2023, the financial instruments which potentially expose the Company to concentration of credit risk consist of cash in financial institutions (in excess of federally insured limits), derivative instruments and trade receivables.

The Company does not have any credit-risk related contingent features that would require it to post additional collateral in support of its net derivative liability positions.

The Company estimates its credit risk for accounts receivable at the amount recorded on the balance sheet. The accounts receivable are generally short-term and all estimated credit losses have been appropriately considered in establishing the allowance for credit losses. There were no individual customers with balances over 10% of the Company’s accounts receivable balance.

Recent Accounting Pronouncements

The Company considers the applicability and impact of all Accounting Standards Updates (“ASUs”) issued by the Financial Accounting Standards Board (the “FASB”). ASUs not listed below were assessed and either determined to be not applicable or expected to have minimal impact on its consolidated financial statements.

The following table provides a brief description of the recent ASUs applicable to the Company:

Standard

Description

Effective Date

Effect on the Financial Statements or Other Significant Matters

In March 2020, the FASB issued ASU No. 2020-04, “Facilitation of the Effect of Reference Rate Reform on Financial Reporting” (“ASU 2020-04”)

The London Interbank Offered Rate (LIBOR) is being discontinued between December 2021 and June 2023. The Company has not entered into any new contracts after December 31, 2021 subject to LIBOR. With the overnight, 1-month, 3-month, 6-month and 12-month USD LIBOR rates being published through June 30, 2023, we will continue to leverage these for the existing contracts.

ASU 2020-04 provides temporary optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships, and other transactions affected by the transition from LIBOR to alternative reference rate.

Issuance date of March 12, 2020 through December 31, 2024.

The Company does not anticipate any material impacts on its consolidated financial statements.

In December 2023, the FASB issued ASU No. 2023-09, “Income Taxes (Topic 740)”, Improvements to Income Tax Disclosures

The amendments in this Update address investor requests for more
transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information.

Effective for
annual periods beginning after December 15, 2024.

The Company is still evaluating the impact of this standard.

In November 2023, the FASB issued ASU No. 2023-07, “Segment Reporting (Topic 280)”, Improvements to Reportable Segment Disclosures.

The amendments in this Update are to improve the disclosures about a public entity’s reportable segments and address requests from investors for additional, more detailed information about a reportable segment’s expenses.

Effective for
annual periods beginning after December 15, 2024.

The Company is still evaluating the impact of this standard.

Note 3. Discontinued Operations

On June 30, 2023, the Company completed the sale of certain assets of the Company related to its direct ship and private label business, including the Company’s production facility and corporate office building in Northlake, Texas, pursuant to that certain Asset Purchase Agreement dated as of June 6, 2023, by and between the Company and TreeHouse Foods, Inc. (the "Buyer"), as amended by that certain Amendment to the Asset Purchase Agreement, dated June 30, 2023.

The accounting requirements for reporting the Sale as a discontinued operation were met when the Sale was completed as of June 30, 2023. Accordingly, the consolidated financial statements reflect the results of the Sale as a discontinued operation. As of December 31, 2023, the Company recorded a net loss of $1.2 million related to a working capital adjustment.

The Company also entered into (i) a Transition Services Agreement with the Buyer pursuant to which the Company will provide the Buyer certain specified services on a temporary basis, (ii) a Co-Manufacturing Agreement with the Buyer pursuant to which the Company and Buyer will manufacture certain products for each other on a temporary basis and (iii) a Lease Agreement with the Buyer pursuant to which the Company will lease office and warehouse space from the Buyer on a temporary basis.

Farmer Bros. Co.

Notes to Unaudited Consolidated Financial Statements (continued)

There was no activity related to the discontinued operations for the three and six months ended December 31, 2023. The operating results of the divested operations have been reclassified as discontinued operations in the Consolidated Statements of Operations for the three and six months ended December 31, 2022, as detailed in the table below:


(In thousands)	Three Months Ended December 31, 2022		Six Months Ended December 31, 2022

Net sales	$	43,773	$	85,327
Cost of goods sold	44,407		86,382
Gross (loss) profit	(634)		(1,055)
Selling expenses	1,588		3,423
General and administrative expenses	1,245		2,504

Operating expense	2,833		5,927
Loss from discontinued operations	(3,467)		(6,982)
Other (expense) income:
Interest expense	(1,722)		(4,293)
Other, net	263		555
Total other (expense)	(1,459)		(3,738)
Loss from discontinued operations before taxes	(4,926)		(10,720)
Income tax benefit	—		—

Loss from discontinued operations, net of income taxes	$	(4,926)	$	(10,720)

Interest expense for the Revolver (as defined below) was allocated on a ratio of net assets discontinued to the sum of consolidated net assets plus consolidated debt and the Term Loan (as defined below) was fully allocated to discontinued operations as it was required to be repaid in full.

Applicable Consolidated Statements of Cash Flow information related to the divested operations for the six month period ended December 31, 2022 is detailed in the table below:

(In thousands)

December 31, 2022

Cash Flows from Discontinued Operations

Net cash used in operating activities

(13,518)

Net cash used in investing activities

(1,782)

Note 4. Leases

The Company has entered into leases for building facilities, vehicles and other equipment. The Company’s leases have remaining contractual terms through April 30, 2030, some of which have options to extend the lease for up to 10 years. For purposes of calculating operating lease liabilities, lease terms are deemed not to include options to extend the lease renewal until it is reasonably certain that the Company will exercise that option. The Company's lease agreements do not contain any material residual value guarantees or material restrictive covenants.

The components of lease expense are as follows:


	Three Months Ended December 31,				Six Months Ended December 31,
(In thousands)	2023		2022		2023		2022

Operating lease expense	$	3,445	$	1,986	$	6,322	$	3,946
Finance lease expense:
Amortization of finance lease assets	41		41		82		82
Interest on finance lease liabilities	7		9		13		18
Total lease expense	$	3,493	$	2,036	$	6,417	$	4,046

Farmer Bros. Co.

Notes to Unaudited Consolidated Financial Statements (continued)

Maturities of lease liabilities are as follows:


	December 31, 2023
(In thousands)	Operating Leases		Finance Leases
2024	$	6,371	$	96
2025	11,168		193
2026	6,749		96
2027	4,541		—
2028	3,521		—
Thereafter	887		—
Total lease payments	33,237		385
Less: interest	(3,487)		(25)
Total lease obligations	$	29,750	$	360

Lease term and discount rate:


	December 31, 2023		June 30, 2023
Weighted-average remaining lease terms (in years):
Operating lease	4.7		5.9
Finance lease	2.0		2.5

Weighted-average discount rate:
Operating lease	6.56	%	6.20	%
Finance lease	6.50	%	6.50	%

Other Information:


	Six Months Ended December 31,
(In thousands)	2023		2022
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	6,319	$	3,882
Operating cash flows from finance leases	13		18
Financing cash flows from finance leases	96		96

Note 5. Derivative Instruments

Derivative Instruments Held

Coffee-Related Derivative Instruments

The Company is exposed to commodity price risk associated with its price to be fixed green coffee purchase contracts, which are described further in Note 2, “Summary of Significant Accounting Policies,” in the Notes to the Consolidated Financial Statements in the 2023 Form 10-K. The Company utilizes forward and option contracts to manage exposure to the variability in expected future cash flows from forecasted purchases of green coffee attributable to commodity price risk. Certain of these coffee-related derivative instruments utilized for risk management purposes have been designated as cash flow hedges, while other coffee-related derivative instruments have not been designated as cash flow hedges or do not qualify for hedge accounting despite hedging the Company’s future cash flows on an economic basis.

The following table summarizes the notional volumes for the coffee-related derivative instruments held by the Company at December 31, 2023 and June 30, 2023:


(In thousands)	December 31, 2023	June 30, 2023
Derivative instruments designated as cash flow hedges:
Long coffee pounds	300	1,538
Derivative instruments not designated as cash flow hedges:
Long coffee pounds	22	6,713
Short coffee pounds	—	(4,388)
Total	322	3,863

Coffee-related derivative instruments designated as cash flow hedges outstanding as of December 31, 2023 will expire within 1 year. At December 31, 2023 and June 30, 2023 approximately 93% and 40%, respectively, of the Company's outstanding coffee-related derivative instruments were designated as cash flow hedges.

Farmer Bros. Co.

Notes to Unaudited Consolidated Financial Statements (continued)

Interest Rate Swap Derivative Instruments

Pursuant to an International Swap Dealers Association, Inc. (“ISDA”) Master Agreement, which was effective March 20, 2019, the Company on March 27, 2019, entered into an interest rate swap transaction utilizing a notional amount of $80.0 million, with an effective date of April 11, 2019 and a maturity date of October 11, 2023 (the “Original Rate Swap”). In December 2019, the Company amended the notional amount to $65.0 million. The Original Rate Swap was intended to manage the Company’s interest rate risk on its floating-rate indebtedness under the Company’s revolving credit facility.

The Company had designated the Original Rate Swap derivative instrument as a cash flow hedge; however, during the quarter ended September 30, 2020, the Company de-designated the Original Rate Swap derivative instruments. On May 16, 2023, the Company settled the Original Rate Swap. The net settlement of the Original Rate Swap was a $13 thousand loss.

Effect of Derivative Instruments on the Financial Statements

Balance Sheets

Fair values of derivative instruments on the Company’s consolidated balance sheets:


	Derivative Instruments Designated as Cash Flow Hedges				Derivative Instruments Not Designated as Accounting Hedges
(In thousands)	December 31, 2023		June 30, 2023		December 31, 2023		June 30, 2023
Financial Statement Location:
Short-term derivative assets:
Coffee-related derivative instruments (1)	$	94	$	4	$	185	$	64

Long-term derivative assets:
Coffee-related derivative instruments (2)	—		—		19		—

Short-term derivative liabilities:
Coffee-related derivative instruments (3)	—		158		498		2,478

Long-term derivative liabilities:
Coffee-related derivative instruments (4)	—		—		1,218		—

________________

(1) Included in “Short-term derivative assets” on the Company's consolidated balance sheets.

(2) Included in “Other Assets” on the Company's consolidated balance sheets.

(3) Included in “Short-term derivative liabilities” on the Company's consolidated balance sheets.

(4) Included in “Other long-term liabilities” on the Company's consolidated balance sheets.

Statements of Operations

The following table presents pretax net gains and losses for the Company's derivative instruments designated as cash flow hedges, as recognized in “AOCI,” “Cost of goods sold” and “Interest expense”.


	Three Months Ended December 31,		Six Months Ended December 31,		Financial Statement Classification
(In thousands)	2023	2022	2023	2022

Net (losses) gains recognized from AOCI to earnings - Interest rate swap	—	(6)	—	386	Interest Expense
Net losses reclassified from AOCI to earnings for de-designated Interest rate swap	—	(273)	—	(952)	Interest Expense
Net gain (losses) recognized in AOCI - Coffee-related	606	(2,284)	151	(2,812)	AOCI
Net (losses) gains recognized in earnings - Coffee - related	(802)	600	(630)	1,881	Cost of goods sold

For the three and six months ended December 31, 2023 and 2022, there were no gains or losses recognized in earnings as a result of excluding amounts from the assessment of hedge effectiveness.

Net losses (gains) on derivative instruments in the Company’s consolidated statements of cash flows also include net (gains) losses on coffee-related derivative instruments designated as cash flow hedges reclassified to cost of goods sold from AOCI in the three and six months ended December 31, 2023 and 2022. Gains and losses on coffee-related derivative instruments not designated as accounting hedges are included in “Other, net” in the Company’s consolidated statements of operations and in Net losses (gains) on derivative instruments in the Company’s consolidated statements of cash flows.

Farmer Bros. Co.

Notes to Unaudited Consolidated Financial Statements (continued)

Net gains and losses recorded in “Other, net” are as follows:


	Three Months Ended December 31,				Six Months Ended December 31,
(In thousands)	2023		2022		2023		2022
Net (gains) losses on coffee-related derivative instruments (1)	$	(1,177)	$	(4,167)	$	202	$	(3,605)


Non-operating pension and other postretirement benefits	915		727		1,831		1,455
Other gains, net	586		(93)		1,162		(67)
Other, net	$	324	$	(3,533)	$	3,195	$	(2,217)

___________

(1) Excludes net gains and losses on coffee-related derivative instruments designated as cash flow hedges recorded in cost of goods sold in the three and six months ended December 31, 2023 and 2022.

Statement of Comprehensive Income (Loss)

The following table provides the balances and changes in accumulated other comprehensive income (loss) related to derivative instruments for the indicated periods:


	Three Months Ended December 31,				Six Months Ended December 31,
(In thousands)	2023		2022		2023		2022
Accumulated other comprehensive loss (income) beginning balance	$	1,803	$	(170)	$	1,176	$	(1,692)


Net (losses) gains recognized from AOCI to earnings - Interest rate swap	—		(6)		—		386

Net losses reclassified from AOCI to earnings for partial unwind of interest swap - Interest rate swap	—		(273)		—		(952)
Net (gains) losses recognized in AOCI - Coffee-related	(606)		2,284		(151)		2,812
Net (losses) gains recognized in earnings - Coffee - related	(802)		600		(630)		1,881

Accumulated other comprehensive loss ending balance	$	395	$	2,435	$	395	$	2,435

Offsetting of Derivative Assets and Liabilities

The Company has agreements in place that allow for the financial right of offset for derivative assets and liabilities at settlement or in the event of default under the agreements. Additionally, under certain coffee derivative agreements, the Company maintains accounts with its counterparties to facilitate financial derivative transactions in support of its risk management activities.

The following table presents the Company’s net exposure from its offsetting derivative asset and liability positions, as well as cash collateral on deposit with its counterparties as of the reporting dates indicated:


(In thousands)		Gross Amount Reported on Balance Sheet		Netting Adjustments		Cash Collateral Posted		Net Exposure
December 31, 2023	Derivative Assets	$	298	$	(298)	$	—	$	—
	Derivative Liabilities	1,716		(298)		—		1,418
June 30, 2023	Derivative Assets	68		(68)		—		—
	Derivative Liabilities	2,636		(68)		—		2,568

Cash Flow Hedges

Changes in the fair value of the Company’s coffee-related derivative instruments designated as cash flow hedges are deferred in AOCI and subsequently reclassified into cost of goods sold in the same period or periods in which the hedged forecasted purchases affect earnings, or when it is probable that the hedged forecasted transaction will not occur by the end of the originally specified time period. Based on recorded values at December 31, 2023, $0.1 million of net gains on coffee-related derivative instruments designated as a cash flow hedge are expected to be reclassified into cost of goods sold within the next 12 months. These recorded values are based on market prices of the commodities as of December 31, 2023.

Farmer Bros. Co.

Notes to Unaudited Consolidated Financial Statements (continued)

Note 6. Fair Value Measurements

Assets and liabilities measured and recorded at fair value on a recurring basis were as follows:


(In thousands)	Total		Level 1		Level 2		Level 3
December 31, 2023

Derivative instruments designated as cash flow hedges:
Coffee-related derivative assets (1)	$	94	$	—	$	94	$	—

Derivative instruments not designated as accounting hedges:
Coffee-related derivative assets (1)	204		—		204		—
Coffee-related derivative liabilities (1)	1,716		—		1,716		—



	Total		Level 1		Level 2		Level 3
June 30, 2023

Derivative instruments designated as cash flow hedges:
Coffee-related derivative assets (1)	$	4	$	—	$	4	$	—
Coffee-related derivative liabilities (1)	158		—		158		—
Derivative instruments not designated as accounting hedges:
Coffee-related derivative assets (1)	64		—		64		—
Coffee-related derivative liabilities (1)	2,478		—		2,478		—

____________________

(1)The Company's coffee-related derivative instruments are traded over-the-counter and, therefore, classified as Level 2.

Note 7. Accounts Receivable, Net


(In thousands)	December 31, 2023		June 30, 2023
Trade receivables	$	28,262	$	42,914
Other receivables (1)	5,298		2,631
Allowance for credit losses	(710)		(416)
Accounts receivable, net	$	32,850	$	45,129

__________

(1) Includes vendor rebates, transition services receivables and other non-trade receivables.

There was no material change in the allowance for credit losses during the six months ended December 31, 2023.

Note 8. Inventories


(In thousands)	December 31, 2023		June 30, 2023
Coffee
Processed	$	18,809	$	15,860
Unprocessed	8,576		7,409
Total	$	27,385	$	23,269
Tea and culinary products
Processed	23,749		21,418
Unprocessed	54		63
Total	$	23,803	$	21,481
Coffee brewing equipment parts	4,281		4,526
Total inventories	$	55,469	$	49,276

In addition to product cost, inventory costs include expenditures such as direct labor and certain supply, freight, warehousing, overhead variances, purchase price variance and other expenses incurred in bringing the inventory to its existing condition and location. The “Unprocessed” inventory values as stated in the above table represent the value of raw materials and the “Processed” inventory values represent all other products consisting primarily of finished goods.

Farmer Bros. Co.

Notes to Unaudited Consolidated Financial Statements (continued)

Note 9. Property, Plant and Equipment


(In thousands)	December 31, 2023		June 30, 2023
Buildings and facilities	$	20,431	$	20,146
Machinery, vehicles and equipment	136,871		144,473

Capitalized software	8,770		7,934
Office furniture and equipment	8,291		8,231
	$	174,363	$	180,784
Accumulated depreciation	(141,348)		(147,920)
Land	918		918
Property, plant and equipment, net	$	33,933	$	33,782

Coffee Brewing Equipment (“CBE”) and Service

Capitalized CBE included in machinery and equipment above are:


(In thousands)	December 31, 2023		June 30, 2023
Coffee Brewing Equipment	$	92,250	$	93,159
Accumulated depreciation	(66,183)		(66,953)
Coffee Brewing Equipment, net	$	26,067	$	26,206

Depreciation expense related to capitalized CBE and other CBE related expenses provided to customers and reported in cost of goods sold were as follows:


	Three Months Ended December 31,				Six Months Ended December 31,
(In thousands)	2023		2022		2023		2022
Depreciation expense in COGS	$	1,790	$	1,810	$	3,585	$	3,618
CBE Costs excl. depreciation exp	8,807		7,215		18,691		14,419

Other expenses related to CBE provided to customers, such as the cost of servicing that equipment (including service employees’ salaries, cost of transportation and the cost of supplies and parts), are considered directly attributable to the generation of revenues from the customers. Therefore, these costs are included in cost of goods sold.

Note 10. Intangible Assets

The following is a summary of the Company’s amortized and unamortized intangible assets:


		December 31, 2023				June 30, 2023
(In thousands)	Weighted Average Amortization Period as of December 31, 2023	Gross Carrying Amount		Accumulated Amortization		Net		Gross Carrying Amount		Accumulated Amortization		Net
Amortized intangible assets:
Customer relationships	3.2	$	33,003	$	(25,195)	$	7,808	$	33,003	$	(24,092)	$	8,911

Recipes	0.0	930		(930)		—		930		(885)		45
Trade name/brand name	0.0	510		(510)		—		510		(495)		15
Total amortized intangible assets		$	34,443	$	(26,635)	$	7,808	$	34,443	$	(25,472)	$	8,971
Unamortized intangible assets:
Trademarks, trade names and brand name with indefinite lives		$	4,522	$	—	$	4,522	$	4,522	$	—	$	4,522
Total unamortized intangible assets		$	4,522	$	—	$	4,522	$	4,522	$	—	$	4,522
Total intangible assets		$	38,965	$	(26,635)	$	12,330	$	38,965	$	(25,472)	$	13,493

Aggregate amortization expense for the three months ended December 31, 2023 and 2022 was $0.6 million in each period. Aggregate amortization expense for the six months ended December 31, 2023 and 2022 was $1.2 million in each period.

Farmer Bros. Co.

Notes to Unaudited Consolidated Financial Statements (continued)

Note 11. Employee Benefit Plans

Single Employer Pension Plans

As of December 31, 2023, the Company has two defined benefit pension plans for certain employees, the "Farmer Bros. Plan" and the “Hourly Employees' Plan.” The Company froze benefit accruals and participation in these plans effective June 30, 2011 and October 1, 2016, respectively. After the plan freezes, participants do not accrue any benefits under the plan, and new hires are not eligible to participate in the plan.

The net periodic benefit cost for the defined benefit pension plans is as follows:


	Three Months Ended December 31,				Six Months Ended December 31,
(In thousands)	2023		2022		2023		2022

Interest cost	$	1,204	$	1,156	$	2,408	$	2,312
Expected return on plan assets	(1,122)		(1,009)		(2,244)		(2,018)
Amortization of net loss (1)	207		281		413		563


Net periodic benefit cost	$	289	$	428	$	577	$	857

___________

(1) These amounts represent the estimated portion of the net loss in AOCI that is expected to be recognized as a component of net periodic benefit cost over the current fiscal year.

Weighted-Average Assumptions Used to Determine Net Periodic Benefit Cost


	December 31, 2023	June 30, 2023
Discount rate	5.05%	4.50%
Expected long-term return on plan assets	7.00%	6.50%

Multiemployer Pension Plans

The Company participates in one multiemployer defined benefit pension plan that is union sponsored and collectively bargained for the benefit of certain employees subject to collective bargaining agreements, called the Western Conference of Teamsters Pension Plan ("WCTPP"). The Company makes contributions to this plan generally based on the number of hours worked by the participants in accordance with the provisions of negotiated labor contracts. The company also contributes to two defined contribution pension plans (All Other Plans) that are union sponsored and collectively bargained for the benefit of certain employees subject to collective bargaining agreements.

Contributions made by the Company to the multiemployer pension plans were as follows:


	Three Months Ended December 31,				Six Months Ended December 31,
(In thousands)	2023		2022		2023		2022
Contributions to WCTPP	$	356	$	378	$	672	$	665
Contributions to All Other Plans	10		8		18		16

Multiemployer Plans Other Than Pension Plans

The Company participates in nine multiemployer defined contribution plans other than pension plans that provide medical, vision, dental and disability benefits for active, union-represented employees subject to collective bargaining agreements. The plans are subject to the provisions of the Employee Retirement Income Security Act of 1974, and provide that participating employers make monthly contributions to the plans in an amount as specified in the collective bargaining agreements. Also, the plans provide that participants make self-payments to the plans, the amounts of which are negotiated through the collective bargaining process. The Company’s participation in these plans is governed by collective bargaining agreements which expire on or before March 31, 2027.

401(k) Plan

Farmer Bros. Co. 401(k) Plan (the “401(k) Plan”) is available to all eligible employees. The Company has a matching program that is available to all eligible employees who have worked more than 1,000 hours during a calendar year and were employed at the end of the calendar year. Participants in the 401(k) Plan may choose to contribute a percentage of their annual pay subject to the maximum contribution allowed by the Internal Revenue Service. The Company's matching contribution is discretionary, based on approval by the Company's Board of Directors.

Beginning in January 2022, the Company amended the 401(k) matching program, whereby the Company on a quarterly basis, will contribute, instead of cash, shares of the Company’s common stock, par value $1.00 per share (the “Common Stock”) with a value equal to 50% of any non-union employee's annual contribution to the 401(k) Plan, up to 6% of such employee's eligible income. The terms of the match are substantially the same as the safe-harbor non-elective contribution. On January 1, 2023, the Company changed its match to 100% of the first 3% each eligible employee contributes plus 50%

Farmer Bros. Co.

Notes to Unaudited Consolidated Financial Statements (continued)

on the next 2% they contribute. Effective January 1, 2024, the Company amended the 401(k) matching program, whereby the Company on an annual basis will contribute cash for 100% of the first 3% each eligible employee contributes plus 50% on the next 2% they contribute.

The Company recorded matching contributions of $0.4 million and $0.6 million in operating expenses in the three months ended December 31, 2023 and 2022, respectively. The Company recorded matching contributions of $0.5 million and $1.1 million in operating expenses in the six months ended December 31, 2023 and 2022, respectively.

During the three months ended December 31, 2023 and 2022, the Company contributed a total of 171,786 and 264,712 of shares Common Stock with a value of $0.6 million and $0.6 million, respectively, to eligible participants’ annual plan compensation. During the six months ended December 31, 2023 and 2022, the Company contributed a total of 325,832 and 521,764 of shares Common Stock with a value of $0.8 million and $1.2 million, respectively, to eligible participants’ annual plan compensation.

Note 12. Debt Obligations

The following table summarizes the Company’s debt obligations:

December 31, 2023

June 30, 2023

(In thousands)

Debt Origination Date

Maturity

Principal Borrowing Amount

Carrying Value

Weighted Average Interest Rate

Carrying Value

Weighted Average Interest Rate

Revolver

Various

4/26/2027

N/A

23,300

7.06

23,021

6.66

Revolver Facility

On April 26, 2021, the Company entered into a senior secured facility which included a Revolver Credit Facility Agreement (the "Revolver Credit Facility"). The Revolver Credit Facility had a commitment of up to $80.0 million and a maturity date of April 25, 2025. On August 8, 2022, the Company and certain of its subsidiaries entered into the Increase Joinder and Amendment No. 2 to Credit Agreement (the “2nd Amendment”), with Wells Fargo, as administrative agent for each member of the lender group and as a lender. On August 31, 2022, the Company entered into Amendment No. 3 to Credit Agreement (the “3rd Amendment”), with the lenders party thereto, and Wells Fargo Bank, N.A., as administrative agent for each member of the lender group and as a lender.

On June 30, 2023, the Company and certain of its subsidiaries entered into that certain Consent and Amendment No. 4 to Credit Agreement (the “Fourth Amendment”), with the lenders party thereto, and Wells Fargo Bank, National Association, as administrative agent for each member of the lender group. The Fourth Amendment amends that certain Revolver Credit Facility Agreement, originally entered into by and among the parties on April 26, 2021. The Fourth Amendment includes a consent to the Sale by the administrative agent and the lenders and amends certain terms and conditions of the Credit Agreement by, among other things: (i) reflecting the payoff in full, with proceeds from the Sale, of the $47.0 million outstanding amount of the Term Loan, (ii) reflecting the paydown, with proceeds from the Sale, of the Revolver Credit Facility (and a reduction of the maximum commitment of the lenders under the Revolver Credit Facility to $75.0 million), (iii) releasing liens of the administrative agent securing the obligations under the Credit Agreement on assets sold pursuant to the Sale, and (iv) amending the Credit Agreement so that the Company's financial covenant (i.e., fixed charge coverage ratio) is only in effect during such times when the Company's liquidity falls below certain thresholds.

On December 4, 2023 (the “Effective Date”), the Company, and certain of its subsidiaries entered into that certain Consent and Amendment No. 5 to Credit Agreement (the “Consent and Amendment”), with the lenders party thereto (the “Lenders”), and Wells Fargo Bank, National Association, as administrative agent for each member of the lender group (in such capacity, the “Agent”) to amended certain terms of the agreement, including the definition of specified real property and the release of security interests in certain real properties. The Consent and Amendment amends that certain Credit Agreement, originally entered into by the parties on April 26, 2021, which governs the Company’s revolving credit facility (as amended or otherwise modified, the “Credit Agreement”).

The following is a summary description of the Revolver Credit Facility Agreement and the Revolver Security Agreement (the "Revolver Security Facility") key items.

The Revolver Credit Facility Agreement, among other things include:

1.a commitment of up to $75.0 million (“Revolver”) calculated as the lesser of (a) $75.0 million or (b) the amount equal to the sum of (i) 85% of eligible accounts receivable (less a dilution reserve), plus (ii) the lesser of: (a) 80% of eligible raw material inventory, eligible in-transit inventory and eligible finished goods inventory (collectively, “Eligible Inventory”), and (b) 85% of the net orderly liquidation value of Eligible Inventory, minus (c) applicable reserve;

Farmer Bros. Co.

Notes to Unaudited Consolidated Financial Statements (continued)

2.sublimit on letters of credit of $10.0 million;

3.maturity date of April 26, 2027 and has no scheduled payback required on the principal prior to the maturity date;

4.fully collateralized by all existing and future capital stock of the Borrowers (other than the Company) and all of the Borrowers' personal and real property;

5.interest under the Revolver is either  if the relevant Obligation is a SOFR Loan, at a per annum rate equal to Term SOFR plus the SOFR Margin (1.75%), and otherwise, at a per annum rate equal to the Base Rate (the greater of the Federal Funds Rate + 0.5% or Term SOFR +1%) plus the Base Rate Margin (0.75%).; and

6.in the event that Borrowers’ availability to borrow under the Revolver falls below $9.375 million, the financial covenant requires the Company to meet or exceed a fixed charge coverage ratio of at least 1.00:1.00 at all such times.

The Revolver Credit Facility Agreement and the Revolver Security Agreement contain customary affirmative and negative covenants and restrictions typical for a financing of this type that, among other things, require the Company to satisfy certain financial covenants and restrict the Company's and its subsidiaries' ability to incur additional debt, pay dividends and make distributions, make certain investments and acquisitions, repurchase its stock and prepay certain indebtedness, create liens, enter into agreements with affiliates, modify the nature of its business, transfer and sell material assets and merge or consolidate. Non-compliance with one or more of the covenants and restrictions could result in the full or partial principal balance of the Revolver Credit Facility Agreement becoming immediately due and payable and termination of the commitments.

There are no required principal payments on the Revolver debt obligation.

At December 31, 2023, the Company had outstanding borrowings on the Revolver Credit Facility of $23.3 million and had utilized $4.6 million of the letters of credit sublimit. At December 31, 2023, we had $24.5 million available for borrowing under our Revolver Credit Facility.

As of December 31, 2023, the Company was in compliance with all of the financial covenants under the Revolver Credit Facility Agreement. Furthermore, the Company believes it will be in compliance with the related financial covenants under this agreement for the next 12 months.

Note 13. Share-based Compensation

Farmer Bros. Co. Amended and Restated 2017 Long-Term Incentive Plan (the “2017 Plan”)

As of December 31, 2023, there were 2,192,067 shares available under the 2017 Plan including shares that were forfeited under the prior plans for future issuance.

Farmer Bros. Co. 2020 Inducement Incentive Award Plan (the “2020 Inducement Plan”)

As of December 31, 2023, there were 202,256 shares available under the 2020 Inducement Plan.

Non-qualified stock options with time-based vesting (“NQOs”)

One-third of the total number of shares subject to each stock option vest ratably on each of the first three anniversaries of the grant date, contingent on continued employment, and subject to accelerated vesting in certain circumstances. There were no NQOs granted during the six months ended December 31, 2023.

The following table summarizes NQO activity for six months ended December 31, 2023:


Outstanding NQOs:	Number of NQOs	Weighted Average Exercise Price ($)	Weighted Average Remaining Life (Years)	Aggregate Intrinsic Value ($ in thousands)
Outstanding at June 30, 2023	331,658	11.69	3.35	$	—
Granted	—	—	—	—
Exercised	—	—	—	—
Cancelled/Forfeited	—	—	—	—
Expired	(312,208)	11.31	—	—
Outstanding at December 31, 2023	19,450	17.75	2.64	$	—
Exercisable at December 31, 2023	19,450	17.75	2.64	$	—

There were no NQOs exercised during six months ended December 31, 2023 and 2022.

Farmer Bros. Co.

Notes to Unaudited Consolidated Financial Statements (continued)

At December 31, 2023 and June 30, 2023, there was no unrecognized NQO compensation cost. Total compensation expense for NQOs was $24 thousand and $0.1 million for the three and six months ended December 31, 2022.

Non-qualified stock options with performance-based and time-based vesting (“PNQs”)

The following table summarizes PNQ activity for the six months ended December 31, 2023:


Outstanding PNQs:	Number of PNQs	Weighted Average Exercise Price ($)	Weighted Average Remaining Life (Years)	Aggregate Intrinsic Value ($ in thousands)
Outstanding at June 30, 2023	991	32.85	0.36	$	—
Granted	—	—	—	—
Exercised	—	—	—	—
Cancelled/Forfeited	—	—	—	—
Expired	(991)	32.85	—	—
Outstanding at December 31, 2023	—	—	0.00	$	—
Exercisable at December 31, 2023	—	—	0.00	$	—

There were no PNQs exercised during six months ended December 31, 2023 and 2022.

At December 31, 2023 and 2022, there was no PNQ compensation expense and no unrecognized PNQ compensation cost.

Restricted Stock

The following table summarizes restricted stock activity for the six months ended December 31, 2023:


Outstanding and Nonvested Restricted Stock Awards:	Shares Awarded	Weighted Average Grant Date Fair Value ($)
Outstanding and nonvested at June 30, 2023	882,554	6.14
Granted	292,651	2.50
Vested/Released	(226,993)	6.66
Cancelled/Forfeited	(306,086)	6.61
Outstanding and nonvested at December 31, 2023	642,126	4.05

The weighted average grant date fair value of RSUs granted during the quarter ended December 31, 2023 and 2022 were $2.42 and $6.15, respectively. The total grant-date fair value of restricted stock granted during the six months ended December 31, 2023 was $0.7 million. The total fair value of awards vested during the six months ended December 31, 2023 and 2022 were $0.6 million and $1.6 million, respectively.

At December 31, 2023 and June 30, 2023, there was $1.5 million and $3.6 million, respectively, of unrecognized compensation cost related to restricted stock. The unrecognized compensation cost related to restricted stock at December 31, 2023 is expected to be recognized over the weighted average period of 2.1 years. Total compensation expense for restricted stock was $0.4 million and $0.7 million, respectively, in the three months ended December 31, 2023 and 2022. Total compensation expense for restricted stock was $1.0 million and $1.4 million, respectively, in the six months ended December 31, 2023 and 2022.

Performance-Based Restricted Stock Units (“PBRSUs”)

The following table summarizes PBRSU activity for the six months ended December 31, 2023:


Outstanding and Nonvested PBRSUs:	PBRSUs Awarded (1)	Weighted Average Grant Date Fair Value ($)
Outstanding and nonvested at June 30, 2023	549,291	5.92
Granted	180,000	2.42
Vested/Released	(134,660)	4.10
Cancelled/Forfeited	(414,631)	6.51
Outstanding and nonvested at December 31, 2023	180,000	2.42

The weighted average grant date fair value of PBRSUs granted during the quarter ended December 31, 2023 and 2022 were $2.42 and $6.40, respectively. The total grant-date fair value of PBRSU granted during the six months ended December 31, 2023 was $0.4 million. The total fair value of awards vested during the six months ended December 31, 2023 and 2022 were $0.3 million and $3 thousand, respectively.

Farmer Bros. Co.

Notes to Unaudited Consolidated Financial Statements (continued)

At December 31, 2023 and June 30, 2023, there was $0.4 million and $1.7 million, respectively, of unrecognized PBRSU compensation cost. The unrecognized PBRSU compensation cost at December 31, 2023 is expected to be recognized over the weighted average period of 2.9 years. Total compensation expense for PBRSUs was $22 thousand and $0.2 million, respectively, for the three months ended December 31, 2023 and 2022. Total compensation expense for PBRSUs was $0.2 million and $0.4 million, respectively, for the six months ended December 31, 2023 and 2022.

Cash-Settled Restricted Stock Units (“CSRSUs”)

CSRSUs vest in equal installments over a three-year period from the grant date, and are cash-settled upon vesting based on the closing share price of Common Stock on the vesting date.

The CSRSUs are accounted for as liability awards, and compensation expense is measured at fair value on the date of grant and recognized on a straight-line basis over the vesting period net of forfeitures. Compensation expense is remeasured at each reporting date with a cumulative adjustment to compensation cost during the period based on changes in the closing share price of Common Stock.

The following table summarizes CSRSU activity for the six months ended December 31, 2023:


Outstanding and Nonvested CSRSUs:	CSRSUs Awarded	Weighted Average Grant Date Fair Value ($)
Outstanding and nonvested at June 30, 2023	184,807	6.15
Granted	556,000	2.42
Vested/Released	(63,934)	6.25
Cancelled/Forfeited	(27,380)	6.46
Outstanding and nonvested at December 31, 2023	649,493	2.92

The weighted average grant date fair value of CRSUs granted during the quarter ended December 31, 2023 and 2022 were $2.42 and $6.40, respectively. The total grant-date fair value of CRSU granted during the six months ended December 31, 2023 was $1.3 million. The total fair value of awards vested during the six months ended December 31, 2023 and 2022 was $0.2 million and $0.2 million, respectively.

At December 31, 2023 and June 30, 2023, there was $1.7 million and $0.4 million, respectively, of unrecognized compensation cost related to CSRSU. The unrecognized compensation cost related to CSRSU at December 31, 2023 is expected to be recognized over the weighted average period of 2.7 years. Total compensation expense for CSRSUs was $0.1 million and $0.1 million, respectively for the three months ended December 31, 2023 and 2022. Total compensation expense for CSRSUs was $0.2 million and $0.1 million, respectively for the six months ended December 31, 2023 and 2022.

Note 14. Other Current Liabilities

Other current liabilities consist of the following:


(In thousands)	December 31, 2023		June 30, 2023

Accrued workers’ compensation liabilities	$	708	$	992
Finance lease liabilities	193		193

Other (1)	2,856		3,334
Other current liabilities	$	3,757	$	4,519

_________

(1) Includes accrued property taxes, sales and use taxes and insurance liabilities.

Note 15. Other Long-Term Liabilities

Other long-term liabilities include the following:


(In thousands)	December 31, 2023		June 30, 2023

Derivative liabilities—noncurrent	$	1,218	$	—
Deferred compensation (1)	$	353	$	267
Finance lease liabilities	181		270

Other long-term liabilities	$	1,752	$	537

___________

(1) Includes payroll taxes and cash-settled restricted stock units liabilities.

Farmer Bros. Co.

Notes to Unaudited Consolidated Financial Statements (continued)

Note 16. Income Taxes

The income tax expense and the related effective tax rates are as follows (in thousands, except effective tax rate):


	Three Months Ended December 31,						Six Months Ended December 31,
	2023			2022			2023			2022
Income tax expense	$	164		$	40		$	32		$	83
Effective tax rate	5.7		%	(0.5)		%	2.2		%	(0.8)		%

The Company’s interim tax provision is determined using an estimated annual effective tax rate and adjusted for discrete taxable events that may occur during the quarter. The Company recognizes the effects of tax legislation in the period in which the law is enacted. Deferred tax assets and liabilities are remeasured using enacted tax rates expected to apply to taxable income in the years the Company estimates the related temporary differences to reverse. The Company evaluates its deferred tax assets quarterly to determine if a valuation allowance is required. In making such assessment, significant weight is given to evidence that can be objectively verified, such as recent operating results, and less consideration is given to less objective indicators such as future income projections.

Tax expense in the three months ended December 31, 2023 was $164 thousand compared to $40 thousand in the three months ended December 31, 2022, which primarily relates to state income tax, the change in previously recorded valuation allowance and the change in our estimated deferred tax liability.

Tax expense in the six months ended December 31, 2023 was $32 thousand compared to $83 thousand in the six months ended December 31, 2022, which primarily relates to state income tax, the change in previously recorded valuation allowance and the change in our estimated deferred tax liability.

The Company files its tax returns as prescribed by the tax laws of the jurisdictions in which it operates. In the normal course of business, the Company is subject to examination by U.S. federal, state and local tax authorities. With limited exceptions, as of December 31, 2023, the Company is no longer subject to income tax audits by taxing authorities for any years prior to 2020. Although the outcome of tax audits is always uncertain, the Company does not believe the outcome of any future audit will have a material adverse effect on the Company’s consolidated financial statements.

Note 17. Net Income (Loss) Per Common Share

Basic net income (loss) per common share is calculated by dividing net income (loss) attributable to the Company by the weighted average number of common shares outstanding during the periods presented. Diluted net income (loss) per common share is calculated by dividing diluted net income (loss) attributable to the Company by the weighted average number of common shares outstanding adjusted to include the effect, if dilutive, of the exercise of in-the-money stock options, unvested performance-based restricted stock units, RSUs and shares of the Company’s Series A Convertible Participating Cumulative Perpetual Preferred Stock, par value $1.00 per share (“Series A Preferred Stock”), as converted, during the periods presented. The calculation of dilutive shares outstanding excludes out-of-the-money stock options (i.e., such option’s exercise prices were greater than the average market price of our common shares for the period). Potentially dilutive securities include unvested RSUs and performance-based restricted stock units. For the three and six months ended December 31, 2022, shares of the Company’s outstanding RSUs, PBRSUs and stock options were not included in the computation of diluted loss per common share as their effects were anti-dilutive.

The following table presents the computation of basic and diluted net earnings income (loss) per common share:


	Three Months Ended December 31,				Six Months Ended December 31,
(In thousands, except share and per share amounts)	2023		2022		2023		2022
Income (loss) from continuing operations available to common stockholders	$	2,704	$	(8,682)	$	1,397	$	(10,262)
Loss from discontinued operations available to common stockholders	—		(4,926)		—		(10,720)
Net income (loss) available to common stockholders—basic and diluted	2,704		(13,608)		1,397		(20,982)

Weighted average shares outstanding - basic	20,728,699		18,723,957		20,565,492		19,243,707
Effect of dilutive securities:

Shares issuable under RSUs and PBSRUs	188,863		—		174,811		—

Weighted average common shares outstanding - diluted	20,917,562		18,723,957		20,740,303		19,243,707
Income (loss) from continuing operations per share available to common stockholders—basic and diluted	$	0.13	$	(0.47)	$	0.07	$	(0.53)
Loss from discontinued operations per share available to common stockholders—basic and diluted	$	—	$	(0.26)	$	—	$	(0.56)
Net income (loss) per common share available to stockholders—basic and diluted	$	0.13	$	(0.73)	$	0.07	$	(1.09)

Farmer Bros. Co.

Notes to Unaudited Consolidated Financial Statements (continued)

Note 18. Preferred Stock

The Company is authorized to issue 500,000 shares of preferred stock at a par value of $1.00, including 21,000 authorized shares of Series A Preferred Stock. There are no preferred shares issued and outstanding as of December 31, 2023.

Effective August 25, 2022, 12,964 shares of Series A Preferred Stock were converted into 399,208 shares of common stock at a conversion price of $38.32, in accordance with the terms of the Company’s Designation of Series A Preferred Stock.

The shares of Series A Preferred Stock were originally issued to Boyd Coffee Company (“Boyd”) on October 2, 2017 pursuant to the Boyd Purchase Agreement. 1,736 shares of Series A Preferred Stock originally issued to Boyd in accordance with the terms of the Boyd Purchase Agreement were previously reacquired and cancelled by the Company as part of a settlement with Boyd on July 26, 2022. The shares of Series A Preferred Stock converted represented all of the issued and outstanding shares of Series A Preferred Stock. In connection therewith, the Company withheld the Holdback Shares against Boyd.

In fiscal year 2023, as a result of the settlement entered into with Boyd, the Company recorded a $1.9 million gain on settlement with Boyd, in general and administrative expense on the consolidated statement of operations, which included the cancellation of preferred shares and settlement of acquisition-related contingent liabilities.

Note 19. Revenue Recognition

The Company’s primary sources of revenue are sales of coffee, tea and culinary products. The Company recognizes revenue when control of the promised good or service is transferred to the customer and in amounts that the Company expects to collect. The timing of revenue recognition takes into consideration the various shipping terms applicable to the Company’s sales.

The Company delivers products to customers through Direct-store-delivery (“DSD”) to the Company’s customers at their place of business and directly from the Company’s warehouse to the customer’s warehouse, facility or address. Each delivery or shipment made to a third party customer is to satisfy a performance obligation. Performance obligations generally occur at a point in time and are satisfied when control of the goods passes to the customer. The Company is entitled to collection of the sales price under normal credit terms in the regions in which it operates.

The Company disaggregates net sales from contracts with customers based on the characteristics of the products sold:


	Three Months Ended December 31,								Six Months Ended December 31,
	2023				2022				2023				2022
(In thousands)	$		% of total		$		% of total		$		% of total		$		% of total
Net Sales by Product Category:
Coffee (Roasted)	$	42,005	47.0	%	$	41,887	47.1	%	$	79,896	46.6	%	$	79,754	47.3	%
Tea & Other Beverages (1)	24,190		27.0	%	24,102		27.1	%	44,424		25.9	%	44,258		26.2	%
Culinary	16,592		18.5	%	16,269		18.3	%	33,503		19.6	%	31,079		18.4	%
Spices	5,378		6.0	%	5,709		6.4	%	10,990		6.4	%	11,733		7.0	%
Delivery Surcharge	1,288		1.5	%	952		1.1	%	2,527		1.5	%	1,922		1.1	%
Net sales from continuing operations by product category	$	89,453	100.0	%	$	88,919	100.0	%	$	171,340	100.0	%	$	168,746	100.0	%

____________

(1)Includes all beverages other than roasted coffee, including frozen liquid coffee, and iced and hot tea, including cappuccino, cocoa, granitas, and concentrated and ready-to drink cold brew and iced coffee.

The Company does not have any material contract assets and liabilities as of December 31, 2023. Receivables from contracts with customers are included in “Accounts receivable, net” on the Company’s consolidated balance sheets.

Note 20. Commitments and Contingencies

For a detailed discussion about the Company’s commitments and contingencies, see Note 19, “Commitments and Contingencies” in the Notes to Consolidated Financial Statements in the 2023 Form 10-K. During the six months ended December 31, 2023, other than the following, or as otherwise disclosed herein, there were no material changes in the Company’s commitments and contingencies.

Purchase Commitments

As of December 31, 2023, the Company had committed to purchase green coffee inventory totaling $29.4 million under fixed-price contracts, and $19.7 million in inventory and other purchases under non-cancelable purchase orders.

Farmer Bros. Co.

Notes to Unaudited Consolidated Financial Statements (continued)

Legal Proceedings

The Company is a party to various pending legal and administrative proceedings. It is management’s opinion that the outcome of such proceedings will not have a material impact on the Company’s financial position, results of operations, or cash flows.

Note 21. Sales of Assets

Sale of Branch Properties

During the six months ended December 31, 2023, the Company completed the sale of ten branch properties. The total sales price was $21.4 million and net proceeds was $19.7 million. The completed sale of branch properties resulted in a gain on sale of $15.5 million.


Item 2.			Management’s Discussion and Analysis of Financial Condition and Results of Operations

This Quarterly Report on Form 10-Q and other documents we file with the Securities and Exchange Commission (“SEC”) contain forward-looking statements that are based on current expectations, estimates, forecasts and projections about us, our future performance, our financial condition, our products, our business strategy, our beliefs and our management’s assumptions. In addition, we, or others on our behalf, may make forward-looking statements in press releases or written statements, or in our communications and discussions with investors and analysts in the normal course of business through meetings, webcasts, phone calls and conference calls. These forward-looking statements can be identified by the use of words like “anticipates,” “estimates,” “projects,” “expects,” “plans,” “believes,” “intends,” “will,” “could,” “may,” “assumes” and other words of similar meaning. These statements are based on management’s beliefs, assumptions, estimates and observations of future events based on information available to our management at the time the statements are made and include any statements that do not relate to any historical or current fact. These statements are not guarantees of future performance and they involve certain risks, uncertainties and assumptions that are difficult to predict. Actual outcomes and results may differ materially from what is expressed, implied or forecast by our forward-looking statements due in part to the risks, uncertainties and assumptions set forth in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended June 30, 2023 filed with the SEC on September 12, 2023, as amended by the Form 10-K/A filed on October 27, 2023 (as amended, the “2023 Form 10-K”), as well as those discussed elsewhere in this Quarterly Report on Form 10-Q and other factors described from time to time in our filings with the SEC. The Company’s results of operations for all periods presented have been adjusted to reflect the discontinued operations related to the Sale.

Factors that could cause actual results to differ materially from those in forward-looking statements include, but are not limited to, severe weather, levels of consumer confidence in national and local economic business conditions, the impact of labor market conditions, the increase of costs due to inflation, an economic downturn caused by any pandemic, epidemic or other disease outbreak, comparable or similar to COVID-19, the success of our turnaround strategy, the impact of capital improvement projects, the adequacy and availability of capital resources to fund our existing and planned business operations and our capital expenditure requirements, our ability to meet financial covenant requirements in our Credit Facility, which could impact, among other things, our liquidity, the relative effectiveness of compensation-based employee incentives in causing improvements in our performance, the capacity to meet the demands of our large national account customers, the extent of execution of plans for the growth of our business and achievement of financial metrics related to those plans, our success in retaining and/or attracting qualified employees, our success in adapting to technology and new commerce channels, the effect of the capital markets as well as other external factors on stockholder value, fluctuations in availability and cost of green coffee, competition, organizational changes, the effectiveness of our hedging strategies in reducing price and interest rate risk, changes in consumer preferences, our ability to provide sustainability in ways that do not materially impair profitability, changes in the strength of the economy, including any effects from inflation, business conditions in the coffee industry and food industry in general, our continued success in attracting new customers, variances from budgeted sales mix and growth rates, weather and special or unusual events, as well as other risks described in this Quarterly Report on Form 10-Q and other factors described from time to time in our filings with the SEC.

Given these risks and uncertainties, you should not rely on forward-looking statements as a prediction of actual results. Any or all of the forward-looking statements contained in this Quarterly Report on Form 10-Q and any other public statement made by us, including by our management, may turn out to be incorrect. We are including this cautionary note to make applicable and take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 for forward-looking statements. We expressly disclaim any obligation to update or revise any forward-looking statements, whether as a result of new information, future events, changes in assumptions or otherwise, except as required under federal securities laws and the rules and regulations of the SEC.

Financial Data Highlights (in thousands, except per share data and percentages)


	Three Months Ended December 31,						Favorable (Unfavorable)					Six Months Ended December 31,						Favorable (Unfavorable)
	2023			2022			Change			% Change		2023			2022			Change		% Change
Income Statement Data:
Net sales	$	89,453		$	88,919		$534			0.6%		$	171,340		$	168,746		$2,594		1.5%
Gross margin	40.4		%	34.9		%	5.5%			NM		39.0		%	34.4		%	4.6%		NM
Operating expenses as a % of sales	35.4		%	38.5		%	3.1%			NM		37.7		%	36.8		%	(0.9)%		NM
Income (loss) from operations	$	4,451		$	(3,251)		$7,702			236.9%		$	2,363		$	(4,034)		$6,397		158.6%
Income (loss) from continuing operations	$	2,704		$	(8,682)		$11,386			131.1%		$	1,397		$	(10,262)		$11,659		113.6%

Operating Data:
Coffee pounds sold	5,812			6,373			(561)			(8.8)%		11,309			12,332			(1,023)		(8.3)%
EBITDA (1)	$	6,404		$	(4,625)		$11,029			238.5%		$	8,920		$	(1,877)		$10,797		(575.2)%
EBITDA Margin (1)	7.2		%	(5.2)		%	12.4%			NM		5.2		%	(1.1)		%	6.3%		NM
Adjusted EBITDA (1)	$	2,311		$	(2,210)		$4,521			204.6%		$	1,860		$	(6,130)		$7,990		130.3%
Adjusted EBITDA Margin (1)	2.6		%	(2.5)		%	5.1%			NM		1.1		%	(3.6)		%	4.7%		NM

Percentage of Total Net Sales By Product Category
Coffee (Roasted)	47.0		%	47.1		%	(0.1)%			(0.2)%		46.6		%	47.3		%	(0.7)%		(1.5)%
Tea & Other Beverages (2)	27.0		%	27.1		%	(0.1)%			(0.4)%		25.9		%	26.2		%	(0.3)%		(1.1)%
Culinary	18.5		%	18.3		%	0.2%			1.1%		19.6		%	18.4		%	1.2%		6.5%
Spices	6.0		%	6.4		%	(0.4)%			(6.3)%		6.4		%	7.0		%	(0.6)%		(8.6)%
Delivery Surcharge	1.5		%	1.1		%	0.4%			NM		1.5		%	1.1		%	0.4%		NM
Net sales from continuing operations	100.0		%	100.0		%	—		%	NM		100.0		%	100.0		%	—%		NM


Other data:
Capital expenditures related to maintenance	$	3,342		$	4,657		$	1,315		28.2	%	$	6,853		$	7,505		$	652	8.7%
Total capital expenditures	3,342			4,725			1,383			29.3	%	6,853			7,714			861		11.2%
Depreciation and amortization expense	2,844			3,324			480			14.4	%	5,792			6,705			913		13.6%

________________

NM - Not Meaningful

(1) EBITDA, EBITDA Margin, Adjusted EBITDA and Adjusted EBITDA Margin are non-GAAP financial measures. See “Non-GAAP Financial Measures” below for a reconciliation of these non-GAAP measures to their corresponding GAAP measures.

(2) 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.

Results of Operations

The following table sets forth information regarding our consolidated results of continuing operations for the three months ended December 31, 2023 and 2022 (in thousands, except percentages):


	Three Months Ended December 31,				Favorable (Unfavorable)		Six Months Ended December 31,				Favorable (Unfavorable)
	2023		2022		Change	% Change	2023		2022		Change	% Change
Net sales	$	89,453	$	88,919	$534	0.6%	$	171,340	$	168,746	$2,594	1.5%
Cost of goods sold	53,344		57,896		4,552	7.9%	104,444		110,704		6,260	5.7%
Gross profit	36,109		31,023		5,086	16.4%	66,896		58,042		8,854	15.3%
Selling expenses	28,141		25,632		(2,509)	(9.8)%	54,969		51,388		(3,581)	(7.0)%
General and administrative expenses	9,655		8,587		(1,068)	(12.4)%	22,486		17,815		(4,671)	(26.2)%
Net (gains) losses from sale of assets	(6,138)		55		6,193	NM	(12,922)		(7,127)		5,795	81.3%

Operating expenses	31,658		34,274		2,616	7.6%	64,533		62,076		(2,457)	(4.0)%
Income (loss) from operations	4,451		(3,251)		7,702	236.9%	2,363		(4,034)		6,397	158.6%
Other (expense) income:
Interest expense	(1,907)		(1,858)		(49)	(2.6)%	(4,129)		(3,928)		(201)	(5.1)%
Other, net	324		(3,533)		3,857	NM	3,195		(2,217)		5,412	NM
Total other expense	(1,583)		(5,391)		3,808	(70.6)%	(934)		(6,145)		5,211	NM
Income (loss) before taxes	2,868		(8,642)		11,510	133.2%	1,429		(10,179)		11,608	114.0%
Income tax expense	164		40		124	NM	32		83		51	(61.4)%
Income (loss) from continuing operations	$	2,704	$	(8,682)	11,386	131.1%	$	1,397	$	(10,262)	$11,659	113.6%

___________

NM - Not Meaningful

Three and Six Months Ended December 31, 2023 Compared to Three and Six Months Ended December 31, 2022

Net Sales

Net sales in the three months ended December 31, 2023 increased $0.5 million, or 0.6%, to $89.5 million from $88.9 million in the three months ended December 31, 2022. The increase in net sales for the three months ended December 31, 2023 was primarily due to higher pricing and product mix compared to the prior period.

Net sales in the six months ended December 31, 2023 increased $2.6 million, or 1.5%, to $171.3 million from $168.7 million in the six months ended December 31, 2022. The increase in net sales for the six months ended December 31, 2023 was primarily due to higher pricing compared to the prior period.

The following table presents the effect of changes in unit sales, and unit pricing and product mix in the three and six months ended December 31, 2023 compared to the same period in the prior fiscal year (in millions):


	Three Months Ended December 31, 2023 vs. 2022		Six Months Ended December 31, 2023 vs. 2022
Effect of change in unit sales	$	(8.2)	$	(13.8)
Effect of pricing and product mix changes	8.7		16.4
Total increase in net sales	$	0.5	$	2.6

Unit sales decreased 8.5% and average unit price increased by 9.5% in the three months ended December 31, 2023 as compared to the same period in the prior fiscal year, resulting in an increase in our net sales of 0.6%. Average unit price increased during the three months ended December 31, 2023 due to price increases.

Unit sales decreased 7.6% and average unit price increased by 9.5% in the six months ended December 31, 2023 as compared to the same period in the prior fiscal year, resulting in an increase in our net sales of 1.5%. Average unit price increased during the six months ended December 31, 2023 primarily due to price increases. There were no new product category introductions which had a material impact on our net sales in the six months ended December 31, 2023 or 2022.

Gross Profit

Gross profit increased to $36.1 million for the three months ended December 31, 2023, compared to $31.0 million for the three months ended December 31, 2022. Gross margin increased to 40.4% for the three months ended December 31, 2023 from 34.9% for the three months ended December 31, 2022. The increase in gross profit was primarily due to improved pricing and a decrease in underlying commodities pricing compared to the same period in the prior fiscal year.

Gross profit increased to $66.9 million for the six months ended December 31, 2023, compared to $58.0 million for the

six months ended December 31, 2022. Gross margin increased to 39.0% for the six months ended December 31, 2023 from 34.4% for the six months ended December 31, 2022. The increase in gross profit was primarily due to improved pricing and a decrease in underlying commodities pricing compared to the same period in the prior fiscal year.

Operating Expenses

In the three months ended December 31, 2023, operating expenses decreased $2.6 million to $31.7 million, or 35.4% of net sales, from $34.3 million, or 38.5% of net sales in the prior year period. This decrease was due to $6.2 million increase in net gains from the sale of branch properties and other assets during the three months ended December 31, 2023 offset by a $2.5 million increase in selling expenses and a $1.1 million increase in general and administrative expenses. The increase in selling expenses during the three months ended December 31, 2023 was primarily due to additional spend related to healthcare benefits, an increase in incentive compensation expense and rent, partially offset by a decrease in advertising related expenses. The increase in general and administrative expenses during the three months ended December 31, 2023 was primarily due to an increase in incentive compensation expense and severance-related costs, partially offset by a decrease in IT and consulting related costs.

In the six months ended December 31, 2023, operating expenses increased $2.5 million to $64.5 million, or 37.7% of net sales, from $62.1 million, or 36.8% of net sales in the prior year period. This increase was due to $4.7 million increase in general and administrative expenses and a $3.6 million increase in selling expenses, offset by a $5.8 million increase in net gains from the sale of branch properties and other assets during the six months ended December 31, 2023. The increase in selling expenses during the six months ended December 31, 2023 was primarily due to additional spend on healthcare benefits, an increase in incentive compensation, facility and vehicle rent expense, partially offset by a decrease in advertising related expenses. The increase in general and administrative expenses during the six months ended December 31, 2023 was primarily due to severance-related costs of a $2.9 million. Further, the increase was impacted by the non-recurrence of a $1.9 million gain related to the settlement of the Boyd’s acquisition, offset slightly by an increase in contract services in the prior period.

Total Other Expense

Total other expense for the three months ended December 31, 2023 decreased $3.8 million to expense of $1.6 million compared to $5.4 million of expense in the three months ended December 31, 2022. Total other expense for the six months ended December 31, 2023 decreased $5.2 million to expense of $0.9 million compared to $6.1 million of expense in the six months ended December 31, 2022.

Interest expense in the three months ended December 31, 2023 increased $49 thousand to $1.9 million from $1.9 million in the prior year period. The increase is primarily related to higher interest rates compared to the prior year period. Interest expense in the six months ended December 31, 2023 increased $0.2 million to $4.1 million from $3.9 million in the prior year period. The increase is primarily related to higher interest rates compared to the prior year period.

Other, net in the three months ended December 31, 2023 increased by $3.9 million to $0.3 million gain compared to $3.5 million loss in the prior year period. The change was primarily a result of higher mark-to-market net gains on coffee-related derivative instruments not designated as accounting hedges in the current period compared to the prior year period.

Other, net in the six months ended December 31, 2023 increased by $5.4 million to $3.2 million gain compared to $2.2 million loss in the prior year period. The change was primarily a result of higher mark-to-market net gains on coffee-related derivative instruments not designated as accounting hedges in the current period compared to the prior year period.

Income Taxes

In the three months ended December 31, 2023 and December 31, 2022, we recorded income tax expense of $164 thousand and $40 thousand, respectively. In the six months ended December 31, 2023 and December 31, 2022, we recorded income tax expense of $32 thousand and $83 thousand, respectively. See Note 16, Income Taxes, of the Notes to Unaudited Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Non-GAAP Financial Measures

In addition to net loss determined in accordance with U.S. generally accepted accounting principles (“GAAP”), we use the following non-GAAP financial measures in assessing our operating performance:

“EBITDA” is defined as net income (loss) from continuing operations excluding the impact of:

•income tax expense;

•interest expense; and

•depreciation and amortization expense.

“EBITDA Margin” is defined as EBITDA expressed as a percentage of net sales.

“Adjusted EBITDA” is defined as net income (loss) from continuing operations excluding the impact of:

•income tax (benefit) expense;

•interest expense;

•depreciation and amortization expense;

•401(k), ESOP and share-based compensation expense;

•gain on settlement with Boyd’s sellers;

•net (gains) losses from sales of assets;

•loss related to sale of business; and

•severance costs.

“Adjusted EBITDA Margin” is defined as Adjusted EBITDA expressed as a percentage of net sales.

For purposes of calculating EBITDA and EBITDA Margin and Adjusted EBITDA and Adjusted EBITDA Margin, we have not adjusted for the impact of interest expense on our pension and postretirement benefit plans.

We believe these non-GAAP financial measures provide a useful measure of the Company’s operating results, a meaningful comparison with historical results and with the results of other companies, and insight into the Company’s ongoing operating performance. Further, management utilizes these measures, in addition to GAAP measures, when evaluating and comparing the Company’s operating performance against internal financial forecasts and budgets.

We believe that EBITDA facilitates operating performance comparisons from period to period by isolating the effects of certain items that vary from period to period without any correlation to core operating performance or that vary widely among similar companies. These potential differences may be caused by variations in capital structures (affecting interest expense), tax positions (such as the impact on periods or companies of changes in effective tax rates or net operating losses) and the age and book depreciation of facilities and equipment (affecting relative depreciation expense). We also present EBITDA and EBITDA Margin because (i) we believe that these measures are frequently used by securities analysts, investors and other interested parties to evaluate companies in our industry, (ii) we believe that investors will find these measures useful in assessing our ability to service or incur indebtedness, and (iii) we use these measures internally as benchmarks to compare our performance to that of our competitors.

EBITDA, EBITDA Margin, Adjusted EBITDA and Adjusted EBITDA Margin, as defined by us, may not be comparable to similarly titled measures reported by other companies. We do not intend for non-GAAP financial measures to be considered in isolation or as a substitute for other measures prepared in accordance with GAAP.

Set forth below is a reconciliation of reported net loss from continuing operations to EBITDA (unaudited):


	Three Months Ended December 31,						Six Months Ended December 31,
(In thousands)	2023			2022			2023			2022
Net income (loss) from continuing operations, as reported	$	2,704		$	(8,682)		$	1,397		$	(10,262)
Income tax expense	164			40			32			83
Interest expense (1)	692			693			1,699			1,597
Depreciation and amortization expense	2,844			3,324			5,792			6,705
EBITDA	$	6,404		$	(4,625)		$	8,920		$	(1,877)
EBITDA Margin	7.2		%	(5.2)		%	5.2		%	(1.1)		%

____________

(1) Excludes interest expense related to pension plans and postretirement benefit plans.

Set forth below is a reconciliation of reported net loss from continuing operations to Adjusted EBITDA (unaudited):


	Three Months Ended December 31,						Six Months Ended December 31,
(In thousands)	2023			2022			2023			2022
Net income (loss) from continuing operations, as reported	$	2,704		$	(8,682)		$	1,397		$	(10,262)
Income tax expense	164			40			32			83
Interest expense (1)	692			693			1,699			1,597
Depreciation and amortization expense	2,844			3,324			5,792			6,705
401(k), ESOP and share-based compensation expense	1,350			2,302			2,902			4,499
Gain on settlement with Boyd's sellers (2)	—			—			—			(1,917)
Net (gains) losses from sale of assets	(7,352)			55			(14,136)			(7,127)
Loss related to sale of business (3)	1,214			—			1,214			—


Severance costs	695			58			2,960			292
Adjusted EBITDA	$	2,311		$	(2,210)		$	1,860		$	(6,130)
Adjusted EBITDA Margin	2.6		%	(2.5)		%	1.1		%	(3.6)		%

____________

(1) Excludes interest expense related to pension plans and postretirement benefit plans.

(2) Result of the settlement related to the acquisition of Boyd Coffee Company which included the cancellation of shares of Series A Preferred Stock and settlement of liabilities.

(3) Result of the settlements related to the divestiture of Direct Ship business which included gains related to coffee hedges and settlement of liabilities.

Our Business

We are a leading coffee roaster, wholesaler, equipment servicer and distributor of coffee, tea and other allied products manufactured under our owned brands, as well as under private labels on behalf of certain customers. We were founded in 1912, incorporated in California in 1923, and reincorporated in Delaware in 2004. Our principal office is located in Northlake, Texas. We operate in one business segment.

We serve a wide variety of customers, from small independent restaurants and foodservice operators to large institutional buyers like restaurants, department and convenience store retailers, hotels, casinos, healthcare facilities, and gourmet coffee houses, as well as grocery chains with private brand and consumer-branded coffee and tea products, and foodservice distributors. Through our sustainability, stewardship, environmental efforts, and leadership we are not only committed to serving the finest products available, considering the cost needs of the customer, but also focus on their sustainable cultivation, manufacture and distribution whenever possible.

Our product categories consist of a robust line of roast and ground coffee, including organic, Direct Trade, Project D.I.R.E.C.T.®, Fair Trade Certified™ ® and other sustainably-produced offerings; frozen liquid coffee; flavored and unflavored iced and hot teas; including organic and Rainforest Alliance Certified™; culinary products including premium spices, pancake and biscuit mixes, gravy and sauce mixes, soup bases, dressings, syrups and sauces, and coffee-related products such as coffee filters, cups, sugar and creamers; and other beverages including cappuccino, cocoa, granitas, and other blender-based beverages and concentrated and ready-to-drink cold brew and iced coffee. We offer a comprehensive approach to our customers by providing not only a breadth of high-quality products, but also value added services such as market insight, beverage planning, and equipment placement and service.

We operate a production facility in Portland, Oregon. We distribute our products from our Portland, Oregon production facility, as well as separate distribution centers in Northlake, Texas; Portland, Oregon; Northlake, Illinois; Moonachie, New Jersey; and Rialto, California. Our products reach our customers primarily through our nationwide DSD network of 243 delivery routes and 105 branch warehouses as of December 31, 2023. DSD sales are primarily made “off-truck” to our customers at their places of business. We operate a large fleet of trucks and other vehicles to distribute and deliver our products through our DSD network, and we rely on 3PL service providers for our long-haul distribution.

Liquidity, Capital Resources and Financial Condition

The following table summarizes our debt obligations:

December 31, 2023

June 30, 2023

(In thousands)

Debt Origination Date

Maturity

Principal Borrowing Amount

Carrying Value

Weighted Average Interest Rate (1)

Carrying Value

Weighted Average Interest Rate (1)

Revolver

Various

4/26/2027

N/A

23,300

7.06

23,021

6.66

The revolver under the Credit Facility has a commitment of up to $75.0 million and a maturity date of April 26, 2027. Availability under the revolver is calculated as the lesser of (a) $75.0 million or (b) the amount equal to the sum of (i) 85%

of eligible accounts receivable (less a dilution reserve), plus (ii) the lesser of: (a) 80% of eligible raw material inventory, eligible in-transit inventory and eligible finished goods inventory (collectively, “Eligible Inventory”), and (b) 85% of the net orderly liquidation value of Eligible Inventory, minus (c) applicable reserve. The Term Loan under the Term Credit Facility was fully paid down on June 30, 2023.

The Credit Facility contains customary affirmative and negative covenants and restrictions typical for a financing of this type. Non-compliance with one or more of the covenants and restrictions could result in the full or partial principal balance of the Credit Facility becoming immediately due and payable and termination of the commitments. As of and through December 31, 2023, we were in compliance with all of the covenants under the Credit Facility.

The Credit Facility provides us with increased flexibility to proactively manage our liquidity and working capital, while maintaining compliance with our debt financial covenants, and preserving financial liquidity to mitigate the impact of the uncertain business environment and continue to execute on key strategic initiatives.

Pursuant to an International Swap Dealers Association, Inc. Master Agreement (“ISDA”) 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 “Original Rate Swap”). On May 16, 2023, the Company settled the Original Rate Swap. The net settlement of the Original Rate Swap was a $13 thousand loss. There was no remaining balance frozen in AOCI as of June 30, 2023.

At December 31, 2023, the Company had outstanding borrowings on the Revolver Credit Facility of $23.3 million and had utilized $4.6 million of the letters of credit sublimit.

Liquidity

We generally finance our operations through cash flows from operations and borrowings under our Credit Facility described above. In light of our financial position, operating performance and current economic conditions, including the state of the global capital markets, there can be no assurance as to whether or when we will be able to raise capital by issuing securities. We believe that the Credit Facility, to the extent available, in addition to our cash flows from operations, collectively, will be sufficient to fund our working capital and capital expenditure requirements for the next 12 months.

At December 31, 2023, we had $6.9 million of unrestricted cash and cash equivalents and $0.2 million in restricted cash. Further changes in commodity prices and the number of coffee-related derivative instruments held could have a significant impact on cash deposit requirements under our broker and counterparty agreements and may adversely affect our liquidity. At December 31, 2023, we had $24.5 million available on our Revolver Credit Facility.

Cash Flows

The significant captions and amounts from our consolidated statements of cash flows are summarized below:


	Six Months Ended December 31,
	2023		2022
Consolidated Statements of cash flows data (in thousands)
Net cash (used in) provided by operating activities	$	(10,867)	$	17,081
Net cash provided by investing activities	12,430		4,001
Net cash provided by financing activities	125		4,164
Net increase in cash and cash equivalents and restricted cash	$	1,688	$	25,246

Operating Activities

Net cash used in operating activities during the six months ended December 31, 2023 was $10.9 million as compared to net cash provided by operating activities of $17.1 million in the six months ended December 31, 2022, an increase in cash used by operations of $27.9 million. The change was driven by a pay down of accounts payable, an increase in inventory and partially offset by a decrease in accounts receivables.

Investing Activities

Net cash provided by investing activities during the six months ended December 31, 2023 was $12.4 million as compared to $4.0 million in the six months ended December 31, 2022. The net change in investing activities was primarily due to an increase of $10.6 million related to proceeds from the sale of property, plant and equipment offset by a decrease of $0.7 million in fixed asset purchases during the six months ended December 31, 2023.

Financing Activities

Net cash provided by financing activities during the six months ended December 31, 2023 was $0.1 million as compared to $4.2 million in the six months ended December 31, 2022. The decrease of $4.0 million was primarily due to net

borrowing proceeds of $0.3 million under the Credit Facility this period compared to $4.6 million in the prior year period.

Capital Expenditures

For the six months ended December 31, 2023 and 2022, our capital expenditures paid were $6.9 million and $7.7 million, respectively. In fiscal 2024, we anticipate paying between $12.0 million to $15.0 million in capital expenditures. We expect to finance these expenditures through cash flows from operations and borrowings under our Credit Facility.

Depreciation and amortization expenses were $5.8 million and $6.7 million in the six months ended December 31, 2023 and 2022, respectively.

Purchase Commitments

Contractual Obligations

As of December 31, 2023, the Company had operating and finance lease payment commitments totaling $30.1 million.

Critical Accounting Policies and Estimates

We prepare our consolidated financial statements in accordance with GAAP. In applying many of these accounting principles, we need to make assumptions, estimates or judgments that affect the reported amounts of assets, liabilities, revenues and expenses in our consolidated financial statements. We base our estimates and judgments on historical experience and other assumptions that we believe are reasonable under the circumstances. These assumptions, estimates or judgments, however, are both subjective and subject to change, and actual results may differ from our assumptions and estimates. If actual amounts are ultimately different from our estimates, the revisions are included in our results of operations for the period in which the actual amounts become known. For a summary of our significant accounting policies, see Note 2, Summary of Significant Accounting Policies, of the Notes to Consolidated Financial Statements included in Part I, Item 1 of our 2023 Form 10-K. For a summary of our critical accounting estimates, please see "Management's Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Estimates" in our 2023 Form 10-K.

Recent Accounting Pronouncements

See Note 2, Summary of Significant Accounting Policies, of the Notes to Consolidated Financial Statements included in Part I, Item 1 of our 2023 Form 10-K.

Off-Balance Sheet Arrangements

As of December 31, 2023, the Company did not have any off-balance sheet arrangements.


Item 3.			Quantitative and Qualitative Disclosures About Market Risk

Interest Rate Risk

At December 31, 2023, we had outstanding borrowings on our Revolver Credit Facility of $23.3 million and had utilized $4.6 million of the letters of credit sublimit. The weighted average interest rate on our Revolver Credit Facility was 7.06%.

The following table demonstrates the impact of interest rate changes on our annual interest expense on outstanding borrowings subject to interest rate variability under these Credit Facility based on the weighted average interest rate on the outstanding borrowings as of December 31, 2023:


(In thousands)	Principal	Interest Rate	Annual Interest Expense
–150 basis points	$23,300	5.56%	$1,295
–100 basis points	$23,300	6.06%	$1,412
Unchanged	$23,300	7.06%	$1,645
+100 basis points	$23,300	8.06%	$1,878
+150 basis points	$23,300	8.56%	$1,994

Commodity Price Risk

We are exposed to commodity price risk arising from changes in the market price of green coffee. We value green coffee inventory on the FIFO basis. In the normal course of business we hold a large green coffee inventory and enter into forward commodity purchase agreements with suppliers. We are subject to price risk resulting from the volatility of green coffee prices. Due to competition and market conditions, volatile price increases cannot always be passed on to our customers. See Note 5, Derivative Instruments, of the Notes to the Unaudited Consolidated Financial Statements for further discussions of our derivative instruments.

The following table summarizes the potential impact as of December 31, 2023 to net gain (loss) and AOCI from a hypothetical 10% change in coffee commodity prices. The information provided below relates only to the coffee-related derivative instruments and does not include, when applicable, the corresponding changes in the underlying hedged items:


	Increase (Decrease) to Net Gain(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)	$	2	$	(2)	$	49	$	(49)

__________

(1) The Company’s purchase contracts that qualify as normal purchases include green coffee purchase commitments for which the price has been locked in as of December 31, 2023. These contracts are not included in the sensitivity analysis above as the underlying price has been fixed.


Item 4.			Controls and Procedures

Disclosure Controls and Procedures

Disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information we are required to disclose in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosures.

Our management, with the participation of our Interim Chief Executive Officer (principal executive officer) and Interim Chief Financial Officer (principal financial officer), carried out an evaluation of the effectiveness of our disclosure controls and procedures as of December 31, 2023 pursuant to Rule 13a-15(e) promulgated under the Exchange Act. Based on that evaluation, our Interim Chief Executive Officer and Interim Chief Financial Officer concluded that our disclosure controls and procedures were effective.

Changes in Internal Control Over Financial Reporting

Management has determined that there has been no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Exchange Act) during our fiscal quarter ended December 31, 2023 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.


PART II - OTHER INFORMATION


Item 1.			Legal Proceedings

The information set forth in Note 20, Commitments and Contingencies, of the Notes to Unaudited Consolidated Financial Statements included in Part I, Item 1 of this Form 10-Q is incorporated herein by reference.


Item 1A.			Risk Factors

For a discussion of our other potential risks and uncertainties, see the information under “Item 1A. Risk Factors” in our 2023 Form 10‑K. During the six months ended December 31, 2023, there have been no material changes to the risk factors disclosed in our 2023 Form 10‑K.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None

Item 3. Defaults Upon Senior Securities

None

Item 4. Mine Safety Disclosures

Not applicable

Item 5. Other Information

During the fiscal quarter ended December 31, 2023, none of our directors or officers adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as those terms are defined in Item 408 of Regulation S-K.


Item 6.			Exhibits


Exhibit No.						Description

3.1						Second Amended and Restated Certificate of Incorporation of Farmer Bros. Co. (filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 12, 2023 and incorporated herein by reference).

3.2						Amended and Restated Bylaws (filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 2, 2023 and incorporated herein by reference).

10.1						Letter Agreement, dated November 7, 2023, by and among the Company, JCP Investment Partnership, LP, JCP Investment Partners, LP, JCP Investment Holdings, LLC, JCP Investment Management, LLC, James C. Pappas, 22NW, LP, 22NW Fund, LP, 22NW Fund GP, LLC, 22NW GP, Inc., Aron R. English and Bryson O. Hirai-Hadley (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on November 9, 2023 and incorporated herein by reference).

10.2						Consent and Amendment No. 5 to Credit Agreement, dated December 4, 2023, by and among Farmer Bros. Co., Boyd Assets Co., FBC Finance Company, Coffee Bean Holding Co., Inc., Coffee Bean International, Inc. and China Mist Brands, Inc., as borrowers, the lenders party thereto, and Wells Fargo Bank, N.A., as administrative agent (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 7, 2023 and incorporated herein by reference).

10.3						Form of Farmer Bros. Co. 2017 Long-Term Incentive Plan Restricted Stock Unit Award Agreement (filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 9, 2023 and incorporated herein by reference).

10.4						Form of Farmer Bros. Co. Amended and Restated 2017 Long-Term Incentive Plan Restricted Stock Unit Award Agreement (filed as Exhibit 10.29 to the Company’s Annual Report on Form 10-K filed with the SEC on September 12, 2023 and incorporated herein by reference).

10.5						Form of Farmer Bros. Co. Amended and Restated 2017 Long-Term Incentive Plan Cash-Based Restricted Stock Unit Award Agreement (filed as Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 9, 2023 and incorporated herein by reference).

31.1*						Principal Executive Officer Certification Pursuant to Securities Exchange Act Rules 13a-14 and 15d-14 as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*						Principal Financial Officer Certification Pursuant to Securities Exchange Act Rules 13a-14 and 15d-14 as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1**						Principal Executive Officer Certification Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2**						Principal Financial Officer Certification Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS*						Inline XBRL Instance 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						The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2023, formatted in Inline XBRL (included in Exhibit 101).

________________




*			Filed herewith

**			Furnished, not filed, herewith

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

FARMER BROS. CO.

By:

/s/ John Moore

John Moore
President and Chief Executive Officer
(principal executive officer)

February 8, 2024

By:

/s/ Brad Bollner

Brad Bollner
Interim Chief Financial Officer
(principal financial officer)

February 8, 2024