false0000034563FARMER BROTHERS CO00000345632024-11-072024-11-07

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): November 7, 2024
Farmer Bros. Co.
(Exact Name of Registrant as Specified in Charter)
Delaware
001-34249
95-0725980
(State or Other Jurisdiction
of Incorporation)
(Commission File Number)
(I.R.S. Employer
Identification No.)
 
14501 N Fwy, Fort Worth, Texas76177
(Address of Principal Executive Offices) (Zip Code)
682549-6600
(Registrant’s Telephone Number, Including Area Code)
None
(Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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, $1.00 par value
FARM
Nasdaq Global Select Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).    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.    ☐


Item 2.02. Results of Operations and Financial Condition.
On November 7, 2024, Farmer Bros. Co., a Delaware corporation (the "Company") issued a press release announcing its financial results for its first fiscal quarter ended September 30, 2024. The earnings release can be found on the Company’s website at www.farmerbros.com under “Investors.” A copy of the earnings release is furnished herewith as Exhibit 99.1, and incorporated herein by reference.
The Company will host an audio-only investor conference call at 5:00 p.m. Eastern time (4:00 p.m. Central time) on November 7, 2024 to review the Company’s results for its first fiscal quarter ended September 30, 2024. Interested parties may access the webcast via the Investors section of the Company’s website. Participants who pre-register will receive an email with dial-in information, which will allow them to bypass the live operator. A replay of the webcast will be available two hours after the end of the live webcast and for at least 30 days on the Investors section of the Company’s website.
As provided in General Instruction B.2. of Form 8-K, the information and exhibits furnished pursuant to Item 2.02 of this report are being “furnished” and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, shall not be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing. In addition, the exhibits furnished herewith contain statements intended as "forward-looking statements" that are subject to the cautionary statements about forward-looking statements set forth in such exhibits.
Item 9.01 Financial Statements and Exhibits.
(d)    Exhibits
Exhibit No.
Description
99.1
104
Cover Page Interactive Data File (embedded in the cover page formatted in Inline XBRL)



SIGNATURE
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 hereunto duly authorized.
Date:    November 7, 2024
FARMER BROS. CO.
By:
/s/ Vance Ratliff Fisher
Vance Ratliff Fisher
Chief Financial Officer
(principal financial officer)





Exhibit 99.1
logo1.jpg        
Farmer Brothers Coffee reports first quarter fiscal 2025 financial results
First quarter fiscal 2025 net sales of $85.1 million, up 4% on a year-over year basis
First quarter fiscal 2025 gross margin increase of 630 basis points year-over-year to 43.9%
Reported net loss of $5 million and improved adjusted EBITDA1 of $1.4 million
Fort Worth, Texas, Nov. 7, 2024 – Farmer Bros. Co. (NASDAQ: FARM) today reported its first quarter fiscal 2025 financial results for the period ended Sept. 30, 2024. The company filed its Form 10-Q which can be found on the Investor Relations section of the company’s website.
“We are encouraged by the improvements we saw during the first quarter, particularly in terms of gross margins and adjusted EBITDA on a year-over-year basis, as well as positive trends related to sales and customer growth and retention,” said Farmer Brothers President and Chief Executive Officer John Moore. “Our focus is on driving top-line growth and sustainable profitability improvements while proactively navigating the near-term macroeconomic and commodity pricing environments. Overall, we believe this quarter’s performance provides a glimpse into the long-term potential of Farmer Brothers.”
First quarter 2025 business highlights
•Completed additional milestones related to its SKU rationalization initiative, which is on track to be completed in the third quarter of fiscal 2025.
•Continued progress related to its brand pyramid initiative, including the completion of the refresh of its premiere, premium Boyd’s Coffee brand.
•Made marked progress related to its branch and direct store delivery (DSD) route optimization efforts.
First quarter fiscal 2025 financial results
•Net sales increased $3.2 million, or 4%, to $85.1 million compared to $81.9 million in the first quarter of fiscal 2024.
•Gross profit was $37.3 million or 43.9%, compared to $30.8 million or 37.6%, in the prior year period. The increase in gross profit was primarily due to improved pricing compared to the same period in the prior fiscal year.
•Operating expenses were $40.1 million, or 47.2% of net sales. This was a $7.3 million increase compared to the prior year period, which saw an operating expense of $32.9 million, or 40.1% of net sales. This increase was primarily due to a $8.5 million decrease in asset sales, as there were no branch sales during the first quarter of fiscal 2025.
•Net loss was $5 million, compared to a net loss of $1.3 million for the first quarter of fiscal 2024. This was primarily driven by a $1.7 million loss associated with the disposal of assets and $500,000 of non-cash stock compensation. The $1.3 million net loss for the first quarter of fiscal 2024 included a $6.8 million gain from the disposal of assets and $1.6 million of non-cash stock compensation.
•Adjusted EBITDA was $1.4 million, an increase of almost $2 million, compared to a loss of $452,000 in the first quarter of fiscal 2024.
Balance Sheet and Liquidity
As of Sept. 30, 2024, the company had $3.3 million of unrestricted cash and cash equivalents, $1.9 million in restricted cash, $23.3 million in outstanding borrowings and $27.1 million of borrowing availability under its revolving credit facility.
Investor Conference Call
Farmer Brothers published its full first quarter fiscal 2025 financial results for the period ended Sept. 30, 2024, with the filing of its Form 10-Q, which will be available on the Investor Relations section of the company’s website after the close of market Thursday, Nov. 7.
The company will also host an audio-only investor conference call and webcast at 5 p.m. Eastern on Thursday, Nov. 7 to provide a review of the quarter and business update. The live audio webcast along with the press release will be available on the Investor Relations section of the company’s website. To access the conference call, participants should dial 888-999-6281. An audio-only replay will be archived for at least 30 days on the Investor Relations section of farmerbros.com and will be available approximately two hours after the end of the live webcast.
About Farmer Brothers
Founded in 1912, Farmer Brothers Coffee Co. is a national coffee roaster, wholesaler, equipment servicer and distributor of coffee, tea and culinary products. The company’s product lines include organic, Direct Trade and sustainably produced coffee, as well as tea, cappuccino mixes, spices and baking/biscuit mixes.
1Adjusted EBITDA is a non-GAAP measure. Please refer to "Non-GAAP Financial Measures" below for an explanation and reconciliation of Adjusted EBITDA and other related non-GAAP measures to comparable GAAP measures.

Exhibit 99.1
Farmer Brothers Coffee Co. delivers extensive beverage planning services and culinary products to a wide variety of U.S.-based customers, ranging from small independent restaurants and foodservice operators to large institutional buyers, such as restaurant, department and convenience store chains, hotels, casinos, healthcare facilities and gourmet coffee houses, as well as grocery chains with private brand coffee and consumer branded coffee and tea products and foodservice distributors. The company’s primary brands include Farmer Brothers, Boyd’s, Cain’s, China Mist and West Coast Coffee.
Forward-looking Statements
This press release and other documents we file with the Securities and Exchange Commission (the “SEC”) contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, 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, 2024 filed with the SEC on September 12, 2024, as amended by the Form 10-K/A filed on October 25, 2024 (as amended, the “2024 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.
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, developments related to pricing cycles and volumes, the impact of labor market shortages, the increase of costs due to inflation, an economic downturn caused by any pandemic, epidemic or other disease outbreak, 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 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, 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, uncertainties and assumptions described in the 2024 Form 10-K 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 press release 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.
Investor Relations Contact
Ellipsis
Investor.relations@farmerbros.com
646-776-0886
Media contact
Brandi Wessel
Director of Communications
405-885-5176
bwessel@farmerbros.com

Exhibit 99.1
FARMER BROS. CO.
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(In thousands, except share and per share data)
Three Months Ended September 30,
20242023
Net sales$85,066 $81,888 
Cost of goods sold47,748 51,100 
Gross profit37,318 30,788 
Selling expenses27,228 26,829 
General and administrative expenses11,252 12,832 
Net gains from sale of assets1,666 (6,785)
Operating expenses40,146 32,876 
Loss from operations(2,828)(2,088)
Other (expense) income:
Interest expense(1,791)(2,222)
Other, net(250)2,871 
Total other expense(2,041)649 
Loss before taxes(4,869)(1,439)
Income tax expense (benefit)133 (132)
Net Loss$(5,002)$(1,307)
Net loss available to common stockholders per common share, basic and diluted$(0.24)$(0.06)
Weighted average common shares outstanding—basic and diluted21,263,245 20,366,017 




Exhibit 99.1
FARMER BROS. CO.
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(In thousands, except share and per share data)
September 30, 2024June 30, 2024
ASSETS
Current assets:
Cash and cash equivalents$3,282 $5,830 
Restricted cash1,856 175 
Accounts receivable, net of allowance for credit losses of $710, in both periods34,673 35,147 
Inventories57,615 57,230 
Short-term derivative assets21 11 
Prepaid expenses4,874 4,236 
Assets held for sale352 352 
Total current assets102,673 102,981 
Property, plant and equipment, net33,343 34,002 
Intangible assets, net10,683 11,233 
Right-of-use operating lease assets33,697 35,241 
Other assets1,587 1,756 
Total assets$181,983 $185,213 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable49,660 48,478 
Accrued payroll expenses10,454 10,782 
Right-of-use operating lease liabilities - current12,589 14,046 
Short-term derivative liability1,321 730 
Other current liabilities3,902 2,997 
Total current liabilities77,926 77,033 
Long-term borrowings under revolving credit facility23,300 23,300 
Accrued pension liabilities11,971 12,287 
Accrued postretirement benefits800 789 
Accrued workers’ compensation liabilities2,378 2,378 
Right-of-use operating lease liabilities - noncurrent21,625 21,766 
Other long-term liabilities3,057 2,111 
Total liabilities$141,057 $139,664 
Commitments and contingencies
Stockholders’ equity:
Common stock, $1.00 par value, 50,000,000 shares authorized; 21,268,223 and 20,264,327 shares issued and outstanding as of September 30, 2024 and June 30, 2024, respectively21,268 21,265 
Additional paid-in capital80,455 79,963 
Accumulated deficit(35,356)(30,354)
Accumulated other comprehensive loss(25,441)(25,325)
Total stockholders’ equity$40,926 $45,549 
Total liabilities and stockholders’ equity$181,983 $185,213 

Exhibit 99.1

FARMER BROS. CO.
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(In thousands)
 Three Months Ended September 30,
20242023
Cash flows from operating activities:
Net loss$(5,002)$(1,307)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities
Depreciation and amortization2,897 2,948 
Net losses (gains) on disposal of assets1,666 (6,785)
Net losses (gains) on derivative instruments1,310 (1,551)
401(k) and share-based compensation expense495 1,621 
Provision for credit losses79 53 
Change in operating assets and liabilities:
Accounts receivable, net396 10,067 
Inventories(385)(5,015)
Derivative assets, net83 (760)
Other assets(461)504 
Accounts payable1,208 (7,470)
Accrued expenses and other 207 558 
Net cash provided by (used in) operating activities$2,493 $(7,137)
Cash flows from investing activities:
Purchases of property, plant and equipment(3,330)(3,511)
Proceeds from sales of property, plant and equipment26 9,258 
Net cash (used in) provided by investing activities$(3,304)$5,747 
Cash flows from financing activities:
Proceeds from Credit Facilities3,000 2,279 
Repayments on Credit Facilities(3,000)(2,000)
Payments of finance lease obligations(48)(48)
Payment of financing costs(8)(47)
Net cash (used in) provided by financing activities$(56)$184 
Net decrease in cash and cash equivalents and restricted cash(867)(1,206)
Cash and cash equivalents and restricted cash at beginning of period6,005 5,419 
Cash and cash equivalents and restricted cash at end of period$5,138 $4,213 

Supplemental disclosure of non-cash investing and financing activities:
Right-of-use assets obtained in exchange for new operating lease liabilities$1,745 $847 
Non-cash issuance of ESOP and 401(K) common stock— 154 
Non cash additions to property, plant and equipment27 10 



Exhibit 99.1
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 loss excluding the impact of:
•income tax expense (benefit);
•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 loss excluding the impact of:
•income tax expense (benefit);
•interest expense;
•depreciation and amortization expense;
•401(k) and share-based compensation expense;
•net losses (gains) on disposal of assets; 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, Adjusted EBITDA and Adjusted EBITDA Margin, we have excluded the impact of interest expense resulting from non-cash pretax pension and postretirement benefits. For purposes of calculating Adjusted EBITDA and Adjusted EBITDA Margin, beginning with the period ended June 30, 2024 and any period thereafter, we are also excluding the impact of the loss related to sale of business, as this item is not reflective of our ongoing operating results.
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 to EBITDA (unaudited):
Three Months Ended September 30,
(In thousands)20242023
Net loss$(5,002)$(1,307)
Income tax expense (benefit)133 (132)
Interest expense (1)564 1,007 
Depreciation and amortization expense2,897 2,948 
EBITDA$(1,408)$2,516 
EBITDA Margin(1.7)%3.1 %
____________
(1)Excludes interest expense related to pension plans and postretirement benefit plans.

Exhibit 99.1
Set forth below is a reconciliation of reported net loss to Adjusted EBITDA (unaudited):
Three Months Ended September 30,
(In thousands)20242023
Net loss$(5,002)$(1,307)
Income tax expense (benefit)133 (132)
Interest expense (1)564 1,007 
Depreciation and amortization expense2,897 2,948 
401(k) and share-based compensation expense495 1,552 
Net losses (gains) on disposal of assets1,666 (6,785)
Severance costs664 2,265 
Adjusted EBITDA$1,417 $(452)
Adjusted EBITDA Margin1.7 %(0.6)%
________
(1) Excludes interest expense related to pension plans and postretirement benefit plans.


v3.24.3
Cover Page Document
Nov. 07, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Nov. 07, 2024
Entity Registrant Name FARMER BROTHERS CO
Entity Incorporation, State or Country Code DE
Entity File Number 001-34249
Entity Tax Identification Number 95-0725980
Entity Address, Address Line One 14501 N Fwy,
Entity Address, City or Town Fort Worth,
Entity Address, State or Province TX
Entity Address, Postal Zip Code 76177
City Area Code 682
Local Phone Number 549-6600
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, $1.00 par value
Trading Symbol FARM
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
Amendment Flag false
Entity Central Index Key 0000034563
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