XML 36 R20.htm IDEA: XBRL DOCUMENT
v3.23.3

Share-Based Compensation | 3 Months Ended
--- | ---
Sep. 30, 2023
Share-Based Payment Arrangement [Abstract] |
Share-Based Compensation | Note 13. Share-based Compensation Farmer Bros. Co. Amended and Restated 2017 Long-Term Incentive Plan (the “2017 Plan”) As of September 30, 2023, there were 2,330,298 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 September 30, 2023, there were 54,868 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 three months ended September 30, 2023. The following table summarizes NQO activity for three months ended September 30, 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 |  | — |  |  | — |  |  |  | — |  | — |
Outstanding at September 30, 2023 |  | 331,658 |  |  | 11.69 |  |  |  | 0.40 |  | $ | — |
Exercisable at September 30, 2023 |  | 331,658 |  |  | 11.69 |  |  |  | 0.40 |  | $ | — |
There were no NQOs exercised during three months ended September 30, 2023 and 2022. At September 30, 2023 and June 30, 2023, there was no unrecognized NQO compensation cost. Total compensation expense for NQOs was $0.1 million for the three months ended September 30, 2022. Non-qualified stock options with performance-based and time-based vesting (“PNQs”) The following table summarizes PNQ activity for the three months ended September 30, 2023:
Outstanding PNQs: |  | Number of PNQs |  | Weighted Average Exercise Price ($) |  |  |  | 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 |  | — |  |  | — |  |  |  | — |  | — |
Outstanding at September 30, 2023 |  | 991 |  |  | 32.85 |  |  |  | 0.11 |  | $ | — |
Exercisable at September 30, 2023 |  | 991 |  |  | 32.85 |  |  |  | 0.11 |  | $ | — |
There were no PNQs exercised during three months ended September 30, 2023 and 2022. At September 30, 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 three months ended September 30, 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 |  | 62,651 |  |  | 2.79 |  |  |  |  |
Vested/Released |  | (164,211) |  |  | 6.93 |  |  |  |  |
Cancelled/Forfeited |  | (216,715) |  |  | 6.69 |  |  |  |  |
Outstanding and nonvested at September 30, 2023 |  | 564,279 |  |  | 5.31 |  |  |  |  |
The weighted average grant date fair value of RSUs granted during the quarter ended September 30, 2023 and 2022 were $2.79 and $5.10, respectively. The total grant-date fair value of restricted stock granted during the three months ended September 30, 2023 was $0.2 million. The total fair value of awards vested during the three months ended September 30, 2023 and 2022 were $0.4 million and $0.9 million, respectively. At September 30, 2023 and June 30, 2023, there was $1.8 million and $3.6 million, respectively, of unrecognized compensation cost related to restricted stock. The unrecognized compensation cost related to restricted stock at September 30, 2023 is expected to be recognized over the weighted average period of 1.6 years. Total compensation expense for restricted stock was $0.6 million and $0.7 million, respectively, in the three months ended September 30, 2023 and 2022. Performance-Based Restricted Stock Units (“PBRSUs”) The following table summarizes PBRSU activity for the three months ended September 30, 2023:
Outstanding and Nonvested PBRSUs: |  | PBRSUs Awarded (1) |  | Weighted Average Grant Date Fair Value ($) |  |  |  |
Outstanding and nonvested at June 30, 2023 |  | 549,291 |  |  | 5.92 |  |  |  |  |
Granted |  | — |  |  | — |  |  |  |  |
Vested/Released |  | (134,660) |  |  | 4.10 |  |  |  |  |
Cancelled/Forfeited |  | (397,053) |  |  | 6.52 |  |  |  |  |
Outstanding and nonvested at September 30, 2023 |  | 17,578 |  |  | 6.40 |  |  |  |  |
There were no PBRSUs granted during the quarters ended September 30, 2023 and 2022, respectively. The total fair value of awards vested during the three months ended September 30, 2023 were $0.3 million. At September 30, 2023 and June 30, 2023, there was $0.1 million and $1.7 million, respectively, of unrecognized PBRSU compensation cost. The unrecognized PBRSU compensation cost at September 30, 2023 is expected to be recognized over the weighted average period of 2.1 years. Total compensation expense for PBRSUs was $0.2 million and $0.2 million, respectively, for the three months ended September 30, 2023 and 2022. Cash-Settled Restricted Stock Units (“CSRSUs”) CSRSUs vest in equal installments over a three-year period from the grant date, and are cash-settled upon vesting based on the closing share price of Common Stock on the vesting date. The CSRSUs are accounted for as liability awards, and compensation expense is measured at fair value on the date of grant and recognized on a straight-line basis over the vesting period net of forfeitures. Compensation expense is remeasured at each reporting date with a cumulative adjustment to compensation cost during the period based on changes in the closing share price of Common Stock. The following table summarizes CSRSU activity for the three months ended September 30, 2023:
Outstanding and Nonvested CSRSUs: |  | CSRSUs Awarded |  | Weighted Average Grant Date Fair Value ($) |  |  |  |
Outstanding and nonvested at June 30, 2023 |  | 184,807 |  |  | 6.15 |  |  |  |  |
Granted |  | — |  |  | — |  |  |  |  |
Vested/Released |  | (7,011) |  |  | 8.91 |  |  |  |  |
Cancelled/Forfeited |  | (12,198) |  |  | 6.41 |  |  |  |  |
Outstanding and nonvested at September 30, 2023 |  | 165,598 |  |  | 5.96 |  |  |  |  |
There were no CSRSUs granted during the quarters ended September 30, 2023 and 2022, respectively. The total fair value of awards vested during the three months ended September 30, 2023 and 2022 was $15 thousand and $0.1 million, respectively. At September 30, 2023 and June 30, 2023, there was $0.4 million and $0.4 million, respectively, of unrecognized compensation cost related to CSRSU. The unrecognized compensation cost related to CSRSU at September 30, 2023 is expected to be recognized over the weighted average period of 2.0 years. Total compensation expense for CSRSUs was $0.1 million and $0.1 million, respectively for the three months ended September 30, 2023 and 2022

X
- Definition The entire disclosure for share-based payment arrangement. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (a) -URI https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -URI https://asc.fasb.org/topic&trid=2228938 Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (l) -URI https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901 Reference 4: http://www.xbrl.org/2003/role/exampleRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (a)(1) -URI https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901 Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (h)(2)(i) -URI https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901 Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (h)(2) -URI https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901 + Details
Name: | us-gaap_DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- References No definition available. + Details
Name: | us-gaap_DisclosureOfCompensationRelatedCostsSharebasedPaymentsAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration