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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 March 31, 2024
OR

☐ | 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 May 6, 2024, the registrant had 21,264,327 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 March 31, 202 4 and June 30, 2023 | 1
Consolidated Statements of Operations for the Three and Nine Months Ended March 31, 202 4 and 202 3 | 2
Consolidated Statements of Comprehensive Income (Loss) for the Three and Nine Months Ended March 31, 2024 and 2023 | 3
Consolidated Statements of Stockholders’ Equity for the Three and Nine Months Ended March 31, 2024 and 2023 | 4
Consolidated Statements of Cash Flows for the Nine Months Ended March 31, 202 4 and 202 3 | 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)

| March 31, 2024 |  | June 30, 2023
ASSETS |  |  |
Current assets: |  |  |
Cash and cash equivalents | $ | 5,524 |  |  | $ | 5,244 |
Restricted cash | 175 |  |  | 175 |
Accounts receivable, net of allowance for credit losses of $710 and $416, respectively | 32,785 |  |  | 45,129 |
Inventories | 54,394 |  |  | 49,276 |
Short-term derivative assets | 13 |  |  | 68 |
Prepaid expenses | 4,482 |  |  | 5,334 |
Assets held for sale | 3,284 |  |  | 7,770 |
Total current assets | 100,657 |  |  | 112,996 |
Property, plant and equipment, net | 33,973 |  |  | 33,782 |
Intangible assets, net | 11,783 |  |  | 13,493 |
Right-of-use operating lease assets | 30,884 |  |  | 24,593 |
Other assets | 1,804 |  |  | 2,917 |
Total assets | $ | 179,101 |  |  | $ | 187,781 |
LIABILITIES AND STOCKHOLDERS’ EQUITY |  |  |
Current liabilities: |  |  |
Accounts payable | 42,867 |  |  | 60,088 |
Accrued payroll expenses | 10,895 |  |  | 10,082 |
Right-of-use operating lease liabilities - current | 13,591 |  |  | 8,040 |
Short-term derivative liability | 306 |  |  | 2,636 |
Other current liabilities | 3,064 |  |  | 4,519 |
Total current liabilities | 70,723 |  |  | 85,365 |
Long-term borrowings under revolving credit facility | 23,300 |  |  | 23,021 |
Accrued pension liabilities | 19,123 |  |  | 19,761 |
Accrued postretirement benefits | 795 |  |  | 763 |
Accrued workers’ compensation liabilities | 2,504 |  |  | 3,065 |
Right-of-use operating lease liabilities - noncurrent | 17,850 |  |  | 17,157 |
Other long-term liabilities | 1,661 |  |  | 537 |
Total liabilities | $ | 135,956 |  |  | $ | 149,669 |
Commitments and contingencies |  |  |
Stockholders’ equity: |  |  |
Common stock, $1.00 par value, 50,000,000 shares authorized; 21,264,327 and 20,142,973 shares issued and outstanding as of March 31, 2024 and June 30, 2023, respectively | 21,266 |  |  | 20,144 |
Additional paid-in capital | 79,525 |  |  | 77,278 |
Accumulated deficit | (25,764) |  |  | (26,479) |
Accumulated other comprehensive loss | (31,882) |  |  | (32,831) |
Total stockholders’ equity | $ | 43,145 |  |  | $ | 38,112 |
Total liabilities and stockholders’ equity | $ | 179,101 |  |  | $ | 187,781 |

The accompanying notes are an integral part of these unaudited consolidated financial statements.
1

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

| Three Months Ended March 31, |  | Nine Months Ended March 31,
| 2024 |  | 2023 |  | 2024 |  | 2023
Net sales | $ | 85,358 |  |  | $ | 85,723 |  |  | $ | 256,698 |  |  | $ | 254,468 |
Cost of goods sold | 51,127 |  |  | 56,968 |  |  | 155,571 |  |  | 167,671 |
Gross profit | 34,231 |  |  | 28,755 |  |  | 101,127 |  |  | 86,797 |
Selling expenses | 28,001 |  |  | 26,693 |  |  | 82,970 |  |  | 78,081 |
General and administrative expenses | 9,581 |  |  | 9,424 |  |  | 32,066 |  |  | 27,239 |
Net gains from sale of assets | (2,883) |  |  | (557) |  |  | (15,806) |  |  | (7,685) |
Operating expenses | 34,699 |  |  | 35,560 |  |  | 99,230 |  |  | 97,635 |
(Loss) income from operations | (468) |  |  | (6,805) |  |  | 1,897 |  |  | (10,838) |
Other (expense) income: |  |  |  |  |  |  |
Interest expense | (1,849) |  |  | (2,227) |  |  | (5,978) |  |  | (6,155) |
Other, net | 1,635 |  |  | 2,135 |  |  | 4,830 |  |  | (82) |
Total other expense | (214) |  |  | (92) |  |  | (1,148) |  |  | (6,237) |
(Loss) income from continuing operations before taxes | (682) |  |  | (6,897) |  |  | 749 |  |  | (17,075) |
Income tax expense | — |  |  | 30 |  |  | 32 |  |  | 113 |
(Loss) income from continuing operations | $ | (682) |  |  | $ | (6,927) |  |  | $ | 717 |  |  | $ | (17,188) |
Loss from discontinued operations, net of income taxes | $ | — |  |  | $ | (4,496) |  |  | $ | — |  |  | $ | (15,216) |
Net (loss) income | $ | (682) |  |  | $ | (11,423) |  |  | $ | 717 |  |  | $ | (32,404) |
(Loss) income from continuing operations available to common stockholders per common share, basic and diluted | $ | (0.03) |  |  | $ | (0.34) |  |  | $ | 0.03 |  |  | $ | (0.88) |
Loss from discontinued operations available to common stockholders per common share, basic and diluted | $ | — |  |  | $ | (0.23) |  |  | $ | — |  |  | $ | (0.78) |
Net (loss) income available to common stockholders per common share, basic and diluted | $ | (0.03) |  |  | $ | (0.57) |  |  | $ | 0.03 |  |  | $ | (1.66) |
Weighted average common shares outstanding—basic | 21,104,728 |  |  | 19,923,577 |  |  | 20,743,861 |  |  | 19,467,022 |
Weighted average common shares outstanding—diluted | 21,104,728 |  |  | 19,923,577 |  |  | 20,948,329 |  |  | 19,467,022 |

The accompanying notes are an integral part of these unaudited consolidated financial statements.
2

FARMER BROS. CO.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED)
(In thousands)

| Three Months Ended March 31, |  | Nine Months Ended March 31,
| 2024 |  | 2023 |  | 2024 |  | 2023
Net (loss) income | $ | (682) |  |  | $ | (11,423) |  |  | $ | 717 |  |  | $ | (32,404) |
Other comprehensive income (loss), net of taxes: |  |  |  |  |  |  |
Unrealized gains (losses) on derivatives designated as cash flow hedges | 142 |  |  | 819 |  |  | 293 |  |  | (1,993) |
Losses (gains) on derivatives designated as cash flow hedges reclassified to cost of goods sold | 26 |  |  | (331) |  |  | 656 |  |  | (2,213) |
Losses on derivative instruments undesignated as cash flow hedges reclassified to interest expense | — |  |  | 267 |  |  | — |  |  | 833 |
Total comprehensive (loss) income | $ | (514) |  |  | $ | (10,668) |  |  | $ | 1,666 |  |  | $ | (35,777) |

The accompanying notes are an integral part of these unaudited consolidated financial statements.
3

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 |
Net loss |  |  |  |  | — |  |  | — |  |  | — |  |  | (682) |  |  |  |  | — |  |  | (682) |
Cash flow hedges, net of taxes |  |  |  |  | — |  |  | — |  |  | — |  |  | — |  |  |  |  | 168 |  |  | 168 |
401(k) compensation expense, including reclassifications |  |  |  |  | 269,199 |  |  | 270 |  |  | (294) |  |  | — |  |  |  |  | — |  |  | (24) |
Share-based compensation |  |  |  |  | — |  |  | — |  |  | 422 |  |  | — |  |  |  |  | — |  |  | 422 |
Issuance of common stock and stock option exercises |  |  |  |  | 201,172 |  |  | 201 |  |  | (201) |  |  | — |  |  |  |  | — |  |  | — |
Balance at March 31, 2024 |  |  |  |  | 21,264,327 |  |  | $ | 21,266 |  |  | $ | 79,525 |  |  | $ | (25,764) |  |  |  |  | $ | (31,882) |  |  | $ | 43,145 |

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 |
Net loss | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | (11,423) |  |  |  |  | — |  |  | (11,423) |
Cash flow hedges, net of taxes | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  |  |  | 755 |  |  | 755 |
401(k) compensation expense, including reclassifications | — |  |  | — |  |  | 271,838 |  |  | 272 |  |  | 773 |  |  | — |  |  |  |  | — |  |  | 1,045 |
Share-based compensation | — |  |  | — |  |  | — |  |  | — |  |  | 528 |  |  | — |  |  |  |  | — |  |  | 528 |
Balance at March 31, 2023 | — |  |  | $ | — |  |  | 19,953,781 |  |  | $ | 19,955 |  |  | $ | 75,395 |  |  | $ | 20,296 |  |  |  |  | $ | (41,803) |  |  | $ | 73,843 |

The accompanying notes are an integral part of these unaudited consolidated financial statements.
4

FARMER BROS. CO.
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(In thousands)
| Nine Months Ended March 31,
| 2024 |  | 2023
Cash flows from operating activities: |  |  |
Net income (loss) | $ | 717 |  |  | $ | (32,404) |
Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities |  |  |
Depreciation and amortization | 8,675 |  |  | 16,725 |
Gain on settlement related to Boyd's acquisition | — |  |  | (1,917) |
Net gains from sale of assets | (17,019) |  |  | (7,685) |
Net losses on derivative instruments | 363 |  |  | 1,189 |
401(k) and share-based compensation expense | 3,368 |  |  | 6,237 |
Provision for credit losses | 551 |  |  | 535 |
Change in operating assets and liabilities: |  |  |
Accounts receivable, net | 13,007 |  |  | (7,698) |
Inventories | (5,119) |  |  | 17,363 |
Derivative (liabilities) assets, net | (594) |  |  | (3,751) |
Other assets | 2,035 |  |  | (510) |
Accounts payable | (17,203) |  |  | 12,101 |
Accrued expenses and other | (1,933) |  |  | (6,468) |
Net cash used in operating activities | (13,152) |  |  | (6,283) |
Cash flows from investing activities: |  |  |
Sale of business | (1,214) |  |  | — |
Purchases of property, plant and equipment | (10,267) |  |  | (11,113) |
Proceeds from sales of property, plant and equipment | 24,847 |  |  | 11,507 |
Net cash provided by investing activities | 13,366 |  |  | 394 |
Cash flows from financing activities: |  |  |
Proceeds from Credit Facilities | 6,279 |  |  | 54,000 |
Repayments on Credit Facilities | (6,000) |  |  | (50,167) |
Payments of finance lease obligations | (144) |  |  | (144) |
Payment of financing costs | (69) |  |  | (363) |
Net cash provided by financing activities | 66 |  |  | 3,326 |
Net increase in cash and cash equivalents and restricted cash | 280 |  |  | (2,563) |
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 | $ | 5,699 |  |  | $ | 7,431 |

Supplemental disclosure of non-cash investing and financing activities: |  |  |
Right-of-use assets obtained in exchange for new operating lease liabilities | $ | 11,039 |  |  | $ | 3,487 |
Non-cash issuance of ESOP and 401(K) common stock | 595 |  |  | 793 |
Non cash additions to property, plant and equipment | 19 |  |  | 167 |

The accompanying notes are an integral part of these unaudited consolidated financial statemen ts.
5

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 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.
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 nine months ended March 31, 2024 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.
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 nine months ended March 31, 2024, there were no significant updates made to the Company’s significant accounting policies.
Concentration of Credit Risk
At March 31, 2024 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.
6

Farmer Bros. Co.
Notes to Unaudited Consolidated Financial Statements (continued)

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. During Q2 2024, the Company recorded a net loss of $1.2 million related to a working capital adjustment in continuing operations.
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. The Transition Services Agreement expired on March 31, 2024.
7

Farmer Bros. Co.
Notes to Unaudited Consolidated Financial Statements (continued)

There was no activity related to the discontinued operations for the three and nine months ended March 31, 2024. The operating results of the divested operations have been reclassified as discontinued operations in the Consolidated Statements of Operations for the three and nine months ended March 31, 2023, as detailed in the table below:

(In thousands) |  |  |  | Three Months Ended March 31, 2023 |  | Nine Months Ended March 31, 2023
Net sales |  |  |  | $ | 38,511 |  |  | $ | 123,838 |
Cost of goods sold |  |  |  | 38,595 |  |  | 124,977 |
Gross loss |  |  |  | (84) |  |  | (1,139) |
Selling expenses |  |  |  | 1,632 |  |  | 5,055 |
General and administrative expenses |  |  |  | 1,115 |  |  | 3,619 |
Operating expense |  |  |  | 2,747 |  |  | 8,674 |
Loss from discontinued operations |  |  |  | (2,831) |  |  | (9,813) |
Other (expense) income: |  |  |  |  |  |
Interest expense |  |  |  | (1,983) |  |  | (6,276) |
Other, net |  |  |  | 318 |  |  | 873 |
Total other expense |  |  |  | (1,665) |  |  | (5,403) |
Loss from discontinued operations before taxes |  |  |  | (4,496) |  |  | (15,216) |
Income tax benefit |  |  |  | — |  |  | — |
Loss from discontinued operations, net of income taxes |  |  |  | $ | (4,496) |  |  | $ | (15,216) |

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 nine month period ended March 31, 2023 is detailed in the table below:

(In thousands) |  |  |  | March 31, 2023 |  |
Cash Flows from Discontinued Operations |  |  |  |  |  |
Net cash used in operating activities |  |  |  | $ | (20,339) |  |  |
Net cash used in investing activities |  |  |  | (1,787) |  |  |

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 March 31, |  | Nine Months Ended March 31, |  |  |
(In thousands) |  |  |  | 2024 |  | 2023 |  | 2024 |  | 2023 |  |  |
Operating lease expense |  |  |  | $ | 3,595 |  |  | $ | 1,964 |  |  | $ | 9,164 |  |  | $ | 5,910 |  |  |  |
Finance lease expense: |  |  |  |  |  |  |  |  |  |  |  |  |
Amortization of finance lease assets |  |  |  | 41 |  |  | 41 |  |  | 123 |  |  | 123 |  |  |  |
Interest on finance lease liabilities |  |  |  | 6 |  |  | 8 |  |  | 19 |  |  | 27 |  |  |  |
Total lease expense |  |  |  | $ | 3,642 |  |  | $ | 2,013 |  |  | $ | 9,306 |  |  | $ | 6,060 |  |  |  |

8

Farmer Bros. Co.
Notes to Unaudited Consolidated Financial Statements (continued)

Maturities of lease liabilities are as follows:

|  | March 31, 2024
(In thousands) |  | Operating Leases |  | Finance Leases
2024 |  | $ | 3,587 |  |  | $ | 48 |
2025 |  | 12,237 |  |  | 193 |
2026 |  | 7,796 |  |  | 96 |
2027 |  | 5,524 |  |  | — |
2028 |  | 4,495 |  |  | — |
Thereafter |  | 1,740 |  |  | — |
Total lease payments |  | 35,379 |  |  | 337 |
Less: interest |  | (3,938) |  |  | (19) |
Total lease obligations |  | $ | 31,441 |  |  | $ | 318 |

Lease term and discount rate:

|  | March 31, 2024 |  | June 30, 2023
Weighted-average remaining lease terms (in years): |  |  |  |
Operating lease |  | 5.3 |  | 5.9
Finance lease |  | 1.8 |  | 2.5
Weighted-average discount rate: |  |  |  |
Operating lease |  | 6.48 | % |  | 6.20 | %
Finance lease |  | 6.50 | % |  | 6.50 | %

Other Information:

|  | Nine Months Ended March 31,
(In thousands) |  | 2024 |  | 2023
Cash paid for amounts included in the measurement of lease liabilities: |  |  |  |
Operating cash flows from operating leases |  | $ | 9,289 |  |  | $ | 5,830 |
Operating cash flows from finance leases |  | 19 |  |  | 27 |
Financing cash flows from finance leases |  | 123 |  |  | 144 |

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 March 31, 2024 and June 30, 2023:

(In thousands) |  | March 31, 2024 |  | June 30, 2023
Derivative instruments designated as cash flow hedges: |  |  |  |
Long coffee pounds |  | — |  |  | 1,538 |
Derivative instruments not designated as cash flow hedges: |  |  |  |
Long coffee pounds |  | 35 |  |  | 6,713 |
Short coffee pounds |  | — |  |  | (4,388) |
Total |  | 35 |  |  | 3,863 |

At March 31, 2024 and June 30, 2023 approximately 0% and 40%, respectively, of the Company's outstanding coffee-related derivative instruments were designated as cash flow hedges.
9

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) |  | March 31, 2024 |  | June 30, 2023 |  | March 31, 2024 |  | June 30, 2023
Financial Statement Location: |  |  |  |  |  |  |  |
Short-term derivative assets: |  |  |  |  |  |  |  |
Coffee-related derivative instruments (1) |  | $ | — |  |  | $ | 4 |  |  | $ | 13 |  |  | $ | 64 |
Long-term derivative assets: |  |  |  |  |  |  |  |
Coffee-related derivative instruments (2) |  | — |  |  | — |  |  | 23 |  |  | — |
Short-term derivative liabilities: |  |  |  |  |  |  |  |
Coffee-related derivative instruments (3) |  | — |  |  | 158 |  |  | 306 |  |  | 2,478 |
Long-term derivative liabilities: |  |  |  |  |  |  |  |
Coffee-related derivative instruments (4) |  | — |  |  | — |  |  | 1,095 |  |  | — |

________________
(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 March 31, |  | Nine Months Ended March 31, |  | Financial Statement Classification
(In thousands) |  | 2024 |  | 2023 |  | 2024 |  | 2023 |
Net (losses) gains recognized from AOCI to earnings - Interest rate swap |  | — |  |  | (1) |  |  | — |  |  | 385 |  |  | Interest Expense
Net losses reclassified from AOCI to earnings for de-designated Interest rate swap |  | — |  |  | (266) |  |  | — |  |  | (1,218) |  |  | Interest Expense
Net gain (losses) recognized in AOCI - Coffee-related |  | 142 |  |  | 819 |  |  | 293 |  |  | (1,993) |  |  | AOCI
Net (losses) gains recognized in earnings - Coffee - related |  | (26) |  |  | 331 |  |  | (656) |  |  | 2,213 |  |  | Cost of goods sold

For the three and nine months ended March 31, 2024 and 2023, there were no ga ins 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 nine months ended March 31, 2024 and 2023. 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.
10

Farmer Bros. Co.
Notes to Unaudited Consolidated Financial Statements (continued)

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

|  | Three Months Ended March 31, |  | Nine Months Ended March 31,
(In thousands) |  | 2024 |  | 2023 |  | 2024 |  | 2023
Net gains (losses) on coffee-related derivative instruments (1) |  | $ | 93 |  |  | $ | 1,424 |  |  | $ | 294 |  |  | $ | (2,181) |
Non-operating pension and other postretirement benefits |  | 915 |  |  | 727 |  |  | 2,746 |  |  | 2,182 |
Other gains (losses), net |  | 627 |  |  | (16) |  |  | 1,790 |  |  | (83) |
Other, net |  | $ | 1,635 |  |  | $ | 2,135 |  |  | $ | 4,830 |  |  | $ | (82) |

___________
(1) Excludes net gains and losses on coffee-related derivative instruments designated as cash flow hedges recorded in cost of goods sold in the three and nine months ended March 31, 2024 and 2023.
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 March 31, |  | Nine Months Ended March 31,
(In thousands) |  | 2024 |  | 2023 |  | 2024 |  | 2023
Accumulated other comprehensive loss (income) beginning balance |  | $ | 395 |  |  | $ | 2,436 |  |  | $ | 1,176 |  |  | $ | (1,692) |
Net (losses) gains recognized from AOCI to earnings - Interest rate swap |  | — |  |  | (1) |  |  | — |  |  | 385 |
Net losses reclassified from AOCI to earnings for partial unwind of interest swap - Interest rate swap |  | — |  |  | (266) |  |  | — |  |  | (1,218) |
Net (gains) losses recognized in AOCI - Coffee-related |  | (142) |  |  | (819) |  |  | (293) |  |  | 1,993 |
Net (losses) gains recognized in earnings - Coffee - related |  | (26) |  |  | 331 |  |  | (656) |  |  | 2,213 |
Accumulated other comprehensive loss ending balance |  | $ | 227 |  |  | $ | 1,681 |  |  | $ | 227 |  |  | $ | 1,681 |

Offsetting of Derivative Assets and Liabilities
The Company has agreements in place that allow for the financial right of offset for derivative assets and liabilities at settlement or in the event of default under the agreements. Additionally, under certain coffee derivative agreements, the Company maintains accounts with its counterparties to facilitate financial derivative transactions in support of its risk management activities.
The following table presents the Company’s net exposure from its offsetting derivative asset and liability positions, as well as cash collateral on deposit with its counterparties as of the reporting dates indicated:

(In thousands) |  |  |  | Gross Amount Reported on Balance Sheet |  | Netting Adjustments |  | Cash Collateral Posted |  | Net Exposure
March 31, 2024 |  | Derivative Assets |  | $ | 36 |  |  | $ | (36) |  |  | $ | — |  |  | $ | — |
|  | Derivative Liabilities |  | 1,401 |  |  | (36) |  |  | — |  |  | 1,365 |
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 March 31, 2024, $0.2 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 March 31, 2024.
11

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
March 31, 2024 |  |  |  |  |  |  |  |
Derivative instruments not designated as accounting hedges: |  |  |  |  |  |  |  |
Coffee-related derivative assets (1) |  | 36 |  |  | — |  |  | 36 |  |  | — |
Coffee-related derivative liabilities (1) |  | 1,401 |  |  | — |  |  | 1,401 |  |  | — |
|  | 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) |  | March 31, 2024 |  | June 30, 2023
Trade receivables |  | $ | 30,587 |  |  | $ | 42,914 |
Other receivables (1) |  | 2,908 |  |  | 2,631 |
Allowance for credit losses |  | (710) |  |  | (416) |
Accounts receivable, net |  | $ | 32,785 |  |  | $ | 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 nine months ended March 31, 2024.
Note 8. Inventories

(In thousands) |  | March 31, 2024 |  | June 30, 2023
Coffee |  |  |  |
Processed |  | $ | 19,228 |  |  | $ | 15,860 |
Unprocessed |  | 7,146 |  |  | 7,409 |
Total |  | $ | 26,374 |  |  | $ | 23,269 |
Tea and culinary products |  |  |  |
Processed |  | 24,018 |  |  | 21,418 |
Unprocessed |  | 77 |  |  | 63 |
Total |  | $ | 24,095 |  |  | $ | 21,481 |
Coffee brewing equipment parts |  | 3,925 |  |  | 4,526 |
Total inventories |  | $ | 54,394 |  |  | $ | 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.
12

Farmer Bros. Co.
Notes to Unaudited Consolidated Financial Statements (continued)

Note 9. Property, Plant and Equipment

(In thousands) |  | March 31, 2024 |  | June 30, 2023
Buildings and facilities |  | $ | 20,548 |  |  | $ | 20,146 |
Machinery, vehicles and equipment |  | 135,387 |  |  | 144,473 |
Capitalized software |  | 8,726 |  |  | 7,934 |
Office furniture and equipment |  | 8,475 |  |  | 8,231 |
|  | $ | 173,136 |  |  | $ | 180,784 |
Accumulated depreciation |  | (140,081) |  |  | (147,920) |
Land |  | 918 |  |  | 918 |
Property, plant and equipment, net |  | $ | 33,973 |  |  | $ | 33,782 |

Coffee Brewing Equipment (“CBE”) and Service
Capitalized CBE included in machinery, vehicles and equipment above are:

(In thousands) |  | March 31, 2024 |  | June 30, 2023
Coffee Brewing Equipment |  | $ | 92,062 |  |  | $ | 93,159 |
Accumulated depreciation |  | (65,598) |  |  | (66,953) |
Coffee Brewing Equipment, net |  | $ | 26,464 |  |  | $ | 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 March 31, |  | Nine Months Ended March 31,
(In thousands) |  | 2024 |  | 2023 |  | 2024 |  | 2023
Depreciation expense in COGS |  | $ | 1,866 |  |  | $ | 1,785 |  |  | $ | 5,450 |  |  | $ | 5,403 |
CBE Costs excl. depreciation exp |  | 9,174 |  |  | 8,950 |  |  | 27,865 |  |  | 23,370 |

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:

|  |  |  | March 31, 2024 |  | June 30, 2023
(In thousands) |  | Weighted Average Amortization Period as of March 31, 2024 |  | Gross Carrying Amount |  | Accumulated Amortization |  |  |  | Net |  | Gross Carrying Amount |  | Accumulated Amortization |  |  | Net
Amortized intangible assets: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Customer relationships |  | 3.0 |  | $ | 33,003 |  |  | $ | (25,742) |  |  |  |  | $ | 7,261 |  |  | $ | 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 |  |  | $ | (27,182) |  |  |  |  | $ | 7,261 |  |  | $ | 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 |  |  | $ | (27,182) |  |  |  |  | $ | 11,783 |  |  | $ | 38,965 |  |  | $ | (25,472) |  |  |  | $ | 13,493 |

Aggregate amortization expense for the three months ended March 31, 2024 and 2023 was $0.5 million and $0.6 million, respectively. Aggregate amortization expense for the nine months ended March 31, 2024 and 2023 was $1.7 million and $1.8 million, respectively.
13

Farmer Bros. Co.
Notes to Unaudited Consolidated Financial Statements (continued)

Note 11. Employee Benefit Plans
Single Employer Pension Plans
As of March 31, 2024, 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 March 31, |  | Nine Months Ended March 31,
(In thousands) |  | 2024 |  | 2023 |  | 2024 |  | 2023
Interest cost |  | $ | 1,204 |  |  | $ | 1,156 |  |  | $ | 3,612 |  |  | $ | 3,468 |
Expected return on plan assets |  | (1,122) |  |  | (1,009) |  |  | (3,366) |  |  | (3,027) |
Amortization of net loss (1) |  | 207 |  |  | 281 |  |  | 620 |  |  | 844 |
Net periodic benefit cost |  | $ | 289 |  |  | $ | 428 |  |  | $ | 866 |  |  | $ | 1,285 |

___________
(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

|  | March 31, 2024 |  | 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 March 31, |  | Nine Months Ended March 31,
(In thousands) |  | 2024 |  | 2023 |  | 2024 |  | 2023
Contributions to WCTPP |  | $ | 272 |  |  | $ | 313 |  |  | $ | 944 |  |  | $ | 978 |
Contributions to All Other Plans |  | 9 |  |  | 6 |  |  | 27 |  |  | 22 |

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%
14

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 $0.4 million in operating expenses in the three months ended March 31, 2024 and 2023, respectively. The Company recorded matching contributions of $0.9 million and $1.5 million in operating expenses in the nine months ended March 31, 2024 and 2023, respectively.
Note 12. Debt Obligations
The following table summarizes the Company’s debt obligations:

|  |  |  |  |  |  |  | March 31, 2024 |  | 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 |  |  | 7.07 | % |  | $ | 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 Agre ement, 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;
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
15

Farmer Bros. Co.
Notes to Unaudited Consolidated Financial Statements (continued)

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 March 31, 2024, 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 March 31, 2024, we h ad $30.5 million av ailable for borrowing under our Revolver Credit Facility.
As of March 31, 2024, 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 March 31, 2024, there were 1,781,990 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 March 31, 2024, there were 182,919 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 nine months ended March 31, 2024.
The following table summarizes NQO activity for nine months ended March 31, 2024:

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 March 31, 2024 |  | 19,450 |  |  | 17.75 |  |  |  | 2.39 |  | $ | — |
Exercisable at March 31, 2024 |  | 19,450 |  |  | 17.75 |  |  |  | 2.39 |  | $ | — |

There were no NQOs exercised during nine months ended March 31, 2024 and 2023.
At March 31, 2024 and June 30, 2023, all NQOs are vested resulting in no compensation cost. Total compensation expense for NQOs was $5 thousand and $0.1 million for the three and nine months ended March 31, 2023.
16

Farmer Bros. Co.
Notes to Unaudited Consolidated Financial Statements (continued)

Non-qualified stock options with performance-based and time-based vesting (“PNQs”)
The following table summarizes PNQ activity for the nine months ended March 31, 2024:

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 March 31, 2024 |  | — |  |  | — |  |  |  | 0.00 |  | $ | — |
Exercisable at March 31, 2024 |  | — |  |  | — |  |  |  | 0.00 |  | $ | — |

There were no PNQs exercised during nine months ended March 31, 2024 and 2023.
At March 31, 2024 and 2023, there was no PNQ compensation expense and no unrecognized PNQ compensation cost.
Restricted Stock
The following table summarizes restricted stock activity for the nine months ended March 31, 2024:

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 |  | 507,489 |  |  | 2.99 |  |  |  |  |
Vested/Released |  | (443,923) |  |  | 5.67 |  |  |  |  |
Cancelled/Forfeited |  | (306,086) |  |  | 6.61 |  |  |  |  |
Outstanding and nonvested at March 31, 2024 |  | 640,034 |  |  | 3.73 |  |  |  |  |

The weighted average grant date fair value of RSUs granted during the quarter ended March 31, 2024 and 2023 were $3.67 and $5.68, respectively. The total grant-date fair value of restricted stock granted during the nine months ended March 31, 2024 was $1.5 million. The total fair value of awards vested during the nine months ended March 31, 2024 and 2023 were $1.3 million and $1.6 million, respectively.
At March 31, 2024 and June 30, 2023, there was $1.9 million and $3.6 million, respectively, of unrecognized compensation cost related to restricted stock. The unrecognized compensation cost related to restricted stock at March 31, 2024 is expected to be recognized over the weighted average period of 2.0 years. Total compensation expense for restricted stock was $0.3 million and $0.5 million, respectively, in the three months ended March 31, 2024 and 2023. Total compensation expense for restricted stock was $1.4 million and $1.9 million, respectively, in the nine months ended March 31, 2024 and 2023.
Performance-Based Restricted Stock Units (“PBRSUs”)
The following table summarizes PBRSU activity for the nine months ended March 31, 2024:

Outstanding and Nonvested PBRSUs: |  | PBRSUs Awarded |  | Weighted Average Grant Date Fair Value ($) |  |  |  |
Outstanding and nonvested at June 30, 2023 |  | 549,291 |  |  | 5.92 |  |  |  |  |
Granted |  | 394,576 |  |  | 2.95 |  |  |  |  |
Vested/Released |  | (134,660) |  |  | 4.10 |  |  |  |  |
Cancelled/Forfeited |  | (414,631) |  |  | 6.51 |  |  |  |  |
Outstanding and nonvested at March 31, 2024 |  | 394,576 |  |  | 2.95 |  |  |  |  |

The weighted average grant date fair value of PBRSUs granted during the quarter ended March 31, 2024 and 2023 were $3.40 and $6.40, respectively. The total grant-date fair value of PBRSU granted during the nine months ended March 31, 2024 was $1.2 million. The total fair value of awards vested during the nine months ended March 31, 2024 and 2023 were $0.3 million and $3 thousand, respectively.
At March 31, 2024 and June 30, 2023, there was $1.1 million and $1.7 million, respectively, of unrecognized PBRSU compensation cost. The unrecognized PBRSU compensation cost at March 31, 2024 is expected to be recognized over the weighted average period of 2.1 years. Total compensation expense for PBRSUs was $0.1 million and $0.1 million,
17

Farmer Bros. Co.
Notes to Unaudited Consolidated Financial Statements (continued)

respectively, for the three months ended March 31, 2024 and 2023. Total compensation expense for PBRSUs was $0.3 million and $0.5 million, respectively, for the nine months ended March 31, 2024 and 2023.
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 nine months ended March 31, 2024:

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 |  | (39,380) |  |  | 5.15 |  |  |  |  |
Outstanding and nonvested at March 31, 2024 |  | 637,493 |  |  | 2.93 |  |  |  |  |

There were no CRSUs granted during the quarter ended March 31, 2024. The weighted average grant date fair value of CRSUs granted during the quarter ended March 31, 2023 was $6.40. The total grant-date fair value of CRSU granted during the nine months ended March 31, 2024 was $1.3 million. The total fair value of awards vested during the nine months ended March 31, 2024 and 2023 was $0.2 million and $0.2 million, respectively.
At March 31, 2024 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 March 31, 2024 is expected to be recognized over the weighted average period of 2.5 years. Total compensation expense for CSRSUs was $0.2 million and $38 thousand, respectively for the three months ended March 31, 2024 and 2023. Total compensation expense for CSRSUs was $0.4 million and $0.2 million, respectively for the nine months ended March 31, 2024 and 2023.
Note 14. Other Current Liabilities
Other current liabilities consist of the following:

(In thousands) |  | March 31, 2024 |  | June 30, 2023
Accrued workers’ compensation liabilities |  | $ | 612 |  |  | $ | 992 |
Finance lease liabilities |  | 193 |  |  | 193 |
Other (1) |  | 2,259 |  |  | 3,334 |
Other current liabilities |  | $ | 3,064 |  |  | $ | 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) |  | March 31, 2024 |  | June 30, 2023
Derivative liabilities—noncurrent |  | $ | 1,095 |  |  | $ | — |
Deferred compensation (1) |  | 422 |  |  | 267 |
Finance lease liabilities |  | 144 |  |  | 270 |
Other long-term liabilities |  | $ | 1,661 |  |  | $ | 537 |

___________
(1) Includes payroll taxes and cash-settled restricted stock units liabilities.
18

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 March 31, |  | Nine Months Ended March 31,
|  | 2024 |  | 2023 |  | 2024 |  | 2023
Income tax expense |  | $ | 0 |  |  | $ | 30 |  |  | $ | 32 |  |  | $ | 113 |
Effective tax rate |  | 0.0 | % |  | (0.4) | % |  | 4.3 | % |  | (0.7) | %

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 March 31, 2024 was zero compared to $30 thousand in the three months ended March 31, 2023, which primarily relates to state income tax.
Tax expense in the nine months ended March 31, 2024 was $32 thousand compared to $113 thousand in the nine months ended March 31, 2023, which primarily relates to state income tax.
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 March 31, 2024, 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 nine months ended March 31, 2024 and for the three and nine months ended March 31, 2023, 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 March 31, |  | Nine Months Ended March 31,
(In thousands, except share and per share amounts) |  | 2024 |  | 2023 |  | 2024 |  | 2023
(Loss) income from continuing operations available to common stockholders |  | $ | (682) |  |  | $ | (6,927) |  |  | $ | 717 |  |  | $ | (17,188) |
Loss from discontinued operations available to common stockholders |  | — |  |  | (4,496) |  |  | — |  |  | (15,216) |
Net (loss) income available to common stockholders—basic and diluted |  | (682) |  |  | (11,423) |  |  | 717 |  |  | (32,404) |
Weighted average shares outstanding - basic |  | 21,104,728 |  |  | 19,923,577 |  |  | 20,743,861 |  |  | 19,467,022 |
Effect of dilutive securities: |  |  |  |  |  |  |  |
Shares issuable under RSUs and PBSRUs |  | — |  |  | — |  |  | 204,468 |  |  | — |
Weighted average common shares outstanding - diluted |  | 21,104,728 |  |  | 19,923,577 |  |  | 20,948,329 |  |  | 19,467,022 |
(Loss) income from continuing operations per share available to common stockholders—basic and diluted |  | $ | (0.03) |  |  | $ | (0.34) |  |  | $ | 0.03 |  |  | $ | (0.88) |
Loss from discontinued operations per share available to common stockholders—basic and diluted |  | $ | — |  |  | $ | (0.23) |  |  | $ | — |  |  | $ | (0.78) |
Net (loss) income per common share available to stockholders—basic and diluted |  | $ | (0.03) |  |  | $ | (0.57) |  |  | $ | 0.03 |  |  | $ | (1.66) |

19

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 March 31, 2024.
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 March 31, |  | Nine Months Ended March 31,
|  | 2024 |  | 2023 |  | 2024 |  | 2023
(In thousands) |  | $ |  | % of total |  | $ |  | % of total |  | $ |  | % of total |  | $ |  | % of total
Net Sales by Product Category: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Coffee (Roasted) |  | $ | 39,437 |  |  | 46.2 | % |  | $ | 39,324 |  |  | 45.9 | % |  | $ | 119,333 |  |  | 46.5 | % |  | $ | 119,078 |  |  | 46.8 | %
Tea & Other Beverages (1) |  | 23,213 |  |  | 27.2 | % |  | 22,575 |  |  | 26.3 | % |  | 67,637 |  |  | 26.3 | % |  | 66,832 |  |  | 26.3 | %
Culinary |  | 16,176 |  |  | 19.0 | % |  | 17,114 |  |  | 20.0 | % |  | 49,678 |  |  | 19.4 | % |  | 48,193 |  |  | 18.9 | %
Spices |  | 5,268 |  |  | 6.2 | % |  | 5,777 |  |  | 6.7 | % |  | 16,258 |  |  | 6.3 | % |  | 17,510 |  |  | 6.9 | %
Delivery Surcharge |  | 1,264 |  |  | 1.4 | % |  | 933 |  |  | 1.1 | % |  | 3,792 |  |  | 1.5 | % |  | 2,855 |  |  | 1.1 | %
Net sales from continuing operations by product category |  | $ | 85,358 |  |  | 100.0 | % |  | $ | 85,723 |  |  | 100.0 | % |  | $ | 256,698 |  |  | 100.0 | % |  | $ | 254,468 |  |  | 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 March 31, 2024. 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 nine months ended March 31, 2024, 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 March 31, 2024, the Company had committed to purchase green coffee inventory totaling $29.3 million under fixed-price contracts, and $14.2 million in inventory and other purchases under non-cancelable purchase orders.
20

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 nine months ended March 31, 2024, the Company completed the sale of 12 branch properties. The total sales price was $25.9 million and net proceeds was $23.9 million. The completed sale of branch properties resulted in a gain on sale of $19.4 million.
21

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.
22

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

| Three Months Ended March 31, |  | Favorable (Unfavorable) |  | Nine Months Ended March 31, |  | Favorable (Unfavorable)
| 2024 |  | 2023 |  | Change |  | % Change |  | 2024 |  | 2023 |  | Change |  | % Change
Income Statement Data: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Net sales | $ | 85,358 |  |  | $ | 85,723 |  |  | $(365) |  | (0.4)% |  | $ | 256,698 |  |  | $ | 254,468 |  |  | $2,230 |  | 0.9%
Gross margin | 40.1 | % |  | 33.5 | % |  | 6.6% |  | NM |  | 39.4 | % |  | 34.1 | % |  | 5.3% |  | NM
Operating expenses as a % of sales | 40.7 | % |  | 41.5 | % |  | 0.8% |  | NM |  | 38.7 | % |  | 38.4 | % |  | (0.3)% |  | NM
(Loss) income from operations | $ | (468) |  |  | $ | (6,805) |  |  | $6,337 |  | 93.1% |  | $ | 1,897 |  |  | $ | (10,838) |  |  | $12,735 |  | 117.5%
(Loss) income from continuing operations | $ | (682) |  |  | $ | (6,927) |  |  | $6,245 |  | 90.2% |  | $ | 717 |  |  | $ | (17,188) |  |  | $17,905 |  | 104.2%
Operating Data: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Coffee pounds sold | 5,420 |  |  | 5,899 |  |  | (479) |  | (8.1)% |  | 16,729 |  |  | 18,232 |  |  | (1,503) |  | (8.2)%
EBITDA (1) | $ | 2,836 |  |  | $ | (2,743) |  |  | $5,579 |  | 203.4% |  | $ | 11,758 |  |  | $ | (4,618) |  |  | $16,376 |  | 354.6%
EBITDA Margin (1) | 3.3 | % |  | (3.2) | % |  | 6.5% |  | NM |  | 4.6 | % |  | (1.8) | % |  | 6.4% |  | NM
Adjusted EBITDA (1) | $ | 271 |  |  | $ | (579) |  |  | $850 |  | 146.8% |  | $ | 2,132 |  |  | $ | (6,708) |  |  | $8,840 |  | 131.8%
Adjusted EBITDA Margin (1) | 0.3 | % |  | (0.7) | % |  | 1.0% |  | NM |  | 0.8 | % |  | (2.6) | % |  | 3.4% |  | NM
Percentage of Total Net Sales By Product Category |  |  |  |  |  |  |  |  |  |  |  |
Coffee (Roasted) | 46.2 | % |  | 45.9 | % |  | 0.3% |  | 0.7% |  | 46.5 | % |  | 46.8 | % |  | (0.3)% |  | (0.6)%
Tea & Other Beverages (2) | 27.2 | % |  | 26.3 | % |  | 0.9% |  | 3.4% |  | 26.3 | % |  | 26.3 | % |  | —% |  | —%
Culinary | 19.0 | % |  | 20.0 | % |  | (1.0)% |  | (5.0)% |  | 19.4 | % |  | 18.9 | % |  | 0.5% |  | 2.6%
Spices | 6.2 | % |  | 6.7 | % |  | (0.5)% |  | (7.5)% |  | 6.3 | % |  | 6.9 | % |  | (0.6)% |  | (8.7)%
Delivery Surcharge | 1.4 | % |  | 1.1 | % |  | 0.3% |  | 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 | $ | 3,414 |  |  | $ | 3,394 |  |  | $ | (20) |  |  | (0.6) | % |  | $ | 10,267 |  | $ | 9,117 |  | $ | (1,150) |  |  | (12.6)%
Total capital expenditures | 3,414 |  |  | 3,394 |  |  | (20) |  |  | (0.6) | % |  | 10,267 |  | 9,326 |  | (941) |  |  | (10.1)%
Depreciation and amortization expense | 2,883 |  |  | 3,093 |  |  | 210 |  |  | 6.8 | % |  | 8,675 |  | 9,798 |  | 1,123 |  |  | 11.5%

________________
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.
23

Results of Operations
The following table sets forth information regarding our consolidated results of continuing operations for the three and nine months ended March 31, 2024 and 2023 (in thousands, except percentages):

| Three Months Ended March 31, |  | Favorable (Unfavorable) |  | Nine Months Ended March 31, |  | Favorable (Unfavorable)
| 2024 |  | 2023 |  | Change |  | % Change |  | 2024 |  | 2023 |  | Change |  | % Change
Net sales | $ | 85,358 |  |  | $ | 85,723 |  |  | $(365) |  | (0.4)% |  | $ | 256,698 |  |  | $ | 254,468 |  |  | $2,230 |  | 0.9%
Cost of goods sold | 51,127 |  |  | 56,968 |  |  | 5,841 |  | 10.3% |  | 155,571 |  |  | 167,671 |  |  | 12,100 |  | 7.2%
Gross profit | 34,231 |  |  | 28,755 |  |  | 5,476 |  | 19.0% |  | 101,127 |  |  | 86,797 |  |  | 14,330 |  | 16.5%
Selling expenses | 28,001 |  |  | 26,693 |  |  | (1,308) |  | (4.9)% |  | 82,970 |  |  | 78,081 |  |  | (4,889) |  | (6.3)%
General and administrative expenses | 9,581 |  |  | 9,424 |  |  | (157) |  | (1.7)% |  | 32,066 |  |  | 27,239 |  |  | (4,827) |  | (17.7)%
Net gains from sale of assets | (2,883) |  |  | (557) |  |  | 2,326 |  | NM |  | (15,806) |  |  | (7,685) |  |  | 8,121 |  | NM
Operating expenses | 34,699 |  |  | 35,560 |  |  | 861 |  | 2.4% |  | 99,230 |  |  | 97,635 |  |  | (1,595) |  | (1.6)%
(Loss) income from operations | (468) |  |  | (6,805) |  |  | 6,337 |  | 93.1% |  | 1,897 |  |  | (10,838) |  |  | 12,735 |  | NM
Other (expense) income: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Interest expense | (1,849) |  |  | (2,227) |  |  | 378 |  | 17.0% |  | (5,978) |  |  | (6,155) |  |  | 177 |  | 2.9%
Other, net | 1,635 |  |  | 2,135 |  |  | (500) |  | NM |  | 4,830 |  |  | (82) |  |  | 4,912 |  | NM
Total other expense | (214) |  |  | (92) |  |  | (122) |  | NM |  | (1,148) |  |  | (6,237) |  |  | 5,089 |  | NM
(Loss) income from continuing operations before taxes | (682) |  |  | (6,897) |  |  | 6,215 |  | 90.1% |  | 749 |  |  | (17,075) |  |  | 17,824 |  | 104.4%
Income tax expense | — |  |  | 30 |  |  | (30) |  | NM |  | 32 |  |  | 113 |  |  | 81 |  | (71.7)%
(Loss) income from continuing operations | $ | (682) |  |  | $ | (6,927) |  |  | $6,245 |  | 90.2% |  | $ | 717 |  |  | $ | (17,188) |  |  | $17,905 |  | 104.2%

___________
NM - Not Meaningful
Three and Nine Months Ended March 31, 2024 Compared to Three and Nine Months Ended March 31, 2023
Net Sales
Net sales in the three months ended March 31, 2024 decreased $0.4 million, or 0.4%, to $85.4 million from $85.7 million in the three months ended March 31, 2023. The decrease in net sales for the three months ended March 31, 2024 was primarily due to a reduction in unit sales partially offset by higher pricing and product mix compared to the prior period.
Net sales in the nine months ended March 31, 2024 increased $2.2 million, or 0.9%, to $256.7 million from $254.5 million in the nine months ended March 31, 2023. The increase in net sales for the nine months ended March 31, 2024 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 nine months ended March 31, 2024 compared to the same period in the prior fiscal year (in millions):

| Three Months Ended March 31, 2024 vs. 2023 |  |  |  | Nine Months Ended March 31, 2024 vs. 2023 |  |
Effect of change in unit sales | $ | (6.1) |  |  |  |  | $ | (19.9) |  |  |
Effect of pricing and product mix changes | 5.7 |  |  |  |  | 22.1 |  |  |
Total (decrease) increase in net sales | $ | (0.4) |  |  |  |  | $ | 2.2 |  |  |

Unit sales decreased 6.8% and average unit price increased by 6.4% in the three months ended March 31, 2024 as compared to the same period in the prior fiscal year, resulting in an decrease in our net sales of 0.4%. Average unit price increased during the three months ended March 31, 2024 due to price increases.
Unit sales decreased 7.3% and average unit price increased by 8.4% in the nine months ended March 31, 2024 as compared to the same period in the prior fiscal year, resulting in an increase in our net sales of 0.9%. Average unit price increased during the nine months ended March 31, 2024 primarily due to price increases. There were no new product category introductions which had a material impact on our net sales in the nine months ended March 31, 2024 or 2023.
Gross Profit
Gross profit increased to $34.2 million for the three months ended March 31, 2024, compared to $28.8 million for the three months ended March 31, 2023. Gross margin increased to 40.1% for the three months ended March 31, 2024 from 33.5% for the three months ended March 31, 2023. 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.
24

Gross profit increased to $101.1 million for the nine months ended March 31, 2024, compared to $86.8 million for the nine months ended March 31, 2023. Gross margin increased to 39.4% for the nine months ended March 31, 2024 from 34.1% for the nine months ended March 31, 2023. 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 March 31, 2024, operating expenses decreased $0.9 million to $34.7 million, or 40.7% of net sales, from $35.6 million, or 41.5% of net sales in the prior year period. This decrease was due to a a $2.3 million increase in net gains from the sale of branch properties and other assets offset by a $1.3 million increase in selling expenses and a $0.2 million increase in general and administrative expenses during the three months ended March 31, 2024. The increase in selling expenses during the three months ended March 31, 2024 was primarily due to increased spend related to vehicle rent expense, healthcare benefits and other benefit related expenses, partially offset by a decrease in advertising related expenses.
In the nine months ended March 31, 2024, operating expenses increased $1.6 million to $99.2 million, or 38.7% of net sales, from $97.6 million, or 38.4% of net sales in the prior year period. This increase was due to $4.8 million increase in general and administrative expenses and a $4.9 million increase in selling expenses, offset by a $8.1 million increase in net gains from the sale of branch properties and other assets during the nine months ended March 31, 2024. The increase in selling expenses during the nine months ended March 31, 2024 was primarily due to additional spend on facility and vehicle rent expense and healthcare benefits, partially offset by a decrease in advertising related expenses. The increase in general and administrative expenses during the nine months ended March 31, 2024 was primarily due to an increase in severance costs, other compensation related costs and rent. Further, the increase was impacted by the non-recurrence of a $1.9 million gain related to the settlement of the Boyd’s acquisition and payroll tax refund in the nine months ended March 31, 2023.
Total Other Expense
Total other expense for the three months ended March 31, 2024 increased $0.1 million to expense of $0.2 million compared to $0.1 million of expense in the three months ended March 31, 2023. Total other expense for the nine months ended March 31, 2024 decreased $5.1 million to expense of $1.1 million compared to $6.2 million of expense in the nine months ended March 31, 2023.
Interest expense in the three months ended March 31, 2024 decreased $0.4 million to $1.8 million from $2.2 million in the prior year period. Interest expense in the nine months ended March 31, 2024 decreased $0.2 million to $6.0 million from $6.2 million in the prior year period. The decrease in both periods in primarily related to lower supplier interest expense.
Other, net in the three months ended March 31, 2024 decreased by $0.5 million to $1.6 million gain compared to $2.1 million gain in the prior year period. The change was primarily a result of lower 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 nine months ended March 31, 2024 increased by $4.9 million to $4.8 million gain compared to $0.1 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 mark-to-market net losses in the prior year period.
Income Taxes
In the three months ended March 31, 2024 and March 31, 2023, we recorded income tax expense of zero and $30 thousand, respectively. In the nine months ended March 31, 2024 and March 31, 2023, we recorded income tax expense of $32 thousand and $113 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.
25

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) income 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 (loss) income from continuing operations excluding the impact of:
•income tax expense;
•interest expense;
•depreciation and amortization expense;
•401(k) stock match, 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) income from continuing operations to EBITDA (unaudited):

|  | Three Months Ended March 31, |  | Nine Months Ended March 31,
(In thousands) |  | 2024 |  | 2023 |  | 2024 |  | 2023
(Loss) income from continuing operations, as reported |  | $ | (682) |  |  | $ | (6,927) |  |  | $ | 717 |  |  | $ | (17,188) |
Income tax expense |  | — |  |  | 30 |  |  | 32 |  |  | 113 |
Interest expense (1) |  | 635 |  |  | 1,061 |  |  | 2,334 |  |  | 2,659 |
Depreciation and amortization expense |  | 2,883 |  |  | 3,093 |  |  | 8,675 |  |  | 9,798 |
EBITDA |  | $ | 2,836 |  |  | $ | (2,743) |  |  | $ | 11,758 |  |  | $ | (4,618) |
EBITDA Margin |  | 3.3 | % |  | (3.2) | % |  | 4.6 | % |  | (1.8) | %

____________
(1) Excludes interest expense related to pension plans and postretirement benefit plans.
26

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

|  | Three Months Ended March 31, |  | Nine Months Ended March 31,
(In thousands) |  | 2024 |  | 2023 |  | 2024 |  | 2023
(Loss) income from continuing operations, as reported |  | $ | (682) |  |  | $ | (6,927) |  |  | $ | 717 |  |  | $ | (17,188) |
Income tax expense |  | — |  |  | 30 |  |  | 32 |  |  | 113 |
Interest expense (1) |  | 635 |  |  | 1,061 |  |  | 2,334 |  |  | 2,659 |
Depreciation and amortization expense |  | 2,883 |  |  | 3,093 |  |  | 8,675 |  |  | 9,798 |
401(k), ESOP and share-based compensation expense |  | 422 |  |  | 1,572 |  |  | 3,324 |  |  | 6,071 |
Gain on settlement with Boyd's sellers (2) |  | — |  |  | — |  |  | — |  |  | (1,917) |
Net gains from sale of assets |  | (2,883) |  |  | (557) |  |  | (17,020) |  |  | (7,685) |
Loss related to sale of business (3) |  | — |  |  | — |  |  | 1,214 |  |  | — |
Severance costs |  | (104) |  |  | 1,149 |  |  | 2,856 |  |  | 1,441 |
Adjusted EBITDA |  | $ | 271 |  |  | $ | (579) |  |  | $ | 2,132 |  |  | $ | (6,708) |
Adjusted EBITDA Margin |  | 0.3 | % |  | (0.7) | % |  | 0.8 | % |  | (2.6) | %

____________
(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 March 31, 2024. 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:

|  |  |  |  |  |  |  | March 31, 2024 |  | 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 |  |  | 7.07 | % |  | $ | 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.
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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 March 31, 2024, 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.
At March 31, 2024, 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 March 31, 2024, we had $5.5 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 March 31, 2024, we had $30.5 million available on our Revolver Credit Facility.
Cash Flows
The significant captions and amounts from our consolidated statements of cash flows are summarized below:

| Nine Months Ended March 31,
| 2024 |  | 2023
Consolidated Statements of cash flows data (in thousands) |  |  |
Net cash (used in) provided by operating activities | $ | (13,152) |  |  | $ | 14,056 |
Net cash provided by investing activities | 13,366 |  |  | 2,181 |
Net cash provided by financing activities | 66 |  |  | 3,326 |
Net increase in cash and cash equivalents and restricted cash | $ | 280 |  |  | $ | 19,563 |

Operating Activities
Net cash used in operating activities during the nine months ended March 31, 2024 was $13.2 million as compared to net cash provided by operating activities of $14.1 million in the nine months ended March 31, 2023, an increase in cash used by operations of $27.2 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 nine months ended March 31, 2024 was $13.4 million as compared to $2.2 million in the nine months ended March 31, 2023. The net change in investing activities was due to an increase of $13.3 million related to proceeds from the sale of property, plant and equipment during the nine months ended March 31, 2024.
Financing Activities
Net cash provided by financing activities during the nine months ended March 31, 2024 was $0.1 million as compared to $3.3 million in the nine months ended March 31, 2023. The decrease of $3.2 million was primarily due to net borrowing proceeds of $0.3 million under the Credit Facility this period compared to proceeds of $3.8 million in the prior year period.
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Capital Expenditures
For the nine months ended March 31, 2024 and 2023, our capital expenditures paid were $10.3 million and $9.3 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 $8.7 million and $9.8 million in the nine months ended March 31, 2024 and 2023, respectively.
Purchase Commitments
As of March 31, 2024, the Company had committed to purchase green coffee inventory totaling $29.3 million under fixed-price contracts, and $14.2 million in inventory and other purchases under non-cancelable purchase orders.
Contractual Obligations
As of March 31, 2024, the Company had operating and finance lease payment commitments totaling $31.8 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 March 31, 2024, the Company did not have any off-balance sheet arrangements.
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Item 3. | Quantitative and Qualitative Disclosures About Market Risk

Interest Rate Risk
At March 31, 2024, 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 7.07%.
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 March 31, 2024:

(In thousands) |  | Principal |  | Interest Rate |  | Annual Interest Expense
–150 basis points |  | $23,300 |  | 5.57% |  | $1,298
–100 basis points |  | $23,300 |  | 6.07% |  | $1,414
Unchanged |  | $23,300 |  | 7.07% |  | $1,647
+100 basis points |  | $23,300 |  | 8.07% |  | $1,880
+150 basis points |  | $23,300 |  | 8.57% |  | $1,997

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 March 31, 2024 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) |  | $ | 4 |  |  | $ | (4) |  |  | $ | — |  |  | $ | — |

__________
(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 March 31, 2024. These contracts are not included in the sensitivity analysis above as the underlying price has been fixed.
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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 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 March 31, 2024 pursuant to Rule 13a-15(e) promulgated under the Exchange Act. Based on that evaluation, our 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 March 31, 2024 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 nine months ended March 31, 2024, 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 March 31, 2024, 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.
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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 |  | Amendment, dated March 6, 2024, to 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 herewith).
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 March 31, 2024, formatted in Inline XBRL (included in Exhibit 101).

________________

* | Filed herewith
** | Furnished, not filed, herewith

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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.

| F ARMER B ROS. C O.
| By: |  | /s/ John Moore
|  |  | John Moore President and Chief Executive Officer (principal executive officer)
|  |  | May 9, 2024
| By: |  | /s/ Brad Bollner
|  |  | Brad Bollner Interim Chief Financial Officer (principal financial officer)
|  |  | May 9, 2024

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