farm-20250930

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 September 30, 2025


☐			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.)
14501 N Fwy, Fort Worth, Texas 76177
(Address of Principal Executive Offices; Zip Code)

682-549-6600
(Registrant’s Telephone Number, Including Area Code)
None
(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)

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

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 October 31, 2025, the registrant had 21,602,012 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 September 30, 2025 and June 30, 2025			1

Consolidated Statements of Operations for the Three Months Ended September 30, 2025 and 2024			2

Consolidated Statements of Comprehensive Loss for the Three Months Ended September 30, 2025 and 2024			3

Consolidated Statements of Stockholders’ Equity for the Three Months Ended September 30, 2025 and 2024			4

Consolidated Statements of Cash Flows for the Three Months Ended September 30, 2025 and 2024			5

Notes to Consolidated Financial Statements			6

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			16

Item 3. Quantitative and Qualitative Disclosures About Market Risk			22

Item 4. Controls and Procedures			22

PART II – OTHER INFORMATION

Item 1. Legal Proceedings			23

Item 1A. Risk Factors			23

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			23

Item 3. Defaults Upon Senior Securities			23

Item 4. Mine Safety Disclosures			23

Item 5. Other Information			23

Item 6. Exhibits			24

SIGNATURES			25

PART I - FINANCIAL INFORMATION (UNAUDITED)

Item 1. Financial Statements

FARMER BROS. CO.

CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(In thousands, except share and per share data)


	September 30, 2025		June 30, 2025

ASSETS
Current assets:
Cash and cash equivalents	$	3,821	$	6,796
Restricted cash	178		178
Accounts receivable, net of allowance for credit losses of $652 and $650, respectively	23,731		24,758
Inventories	55,192		49,839


Prepaid expenses	4,371		3,975

Total current assets	87,293		85,546
Property, plant and equipment, net	26,700		27,845
Intangible assets, net	8,483		9,033
Right-of-use operating lease assets	35,910		38,347
Other assets	396		461
Total assets	$	158,782	$	161,232
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	41,456		37,669
Accrued payroll expenses	8,575		12,692
Right-of-use operating lease liabilities - current	16,040		16,773


Other current liabilities	4,085		3,893
Total current liabilities	70,156		71,027
Long-term borrowings under revolving credit facility	18,300		14,300

Accrued pension liabilities	6,945		7,322

Accrued workers’ compensation liabilities	2,619		2,619
Right-of-use operating lease liabilities - noncurrent	20,512		22,195
Other long-term liabilities	245		221
Total liabilities	$	118,777	$	117,684
Commitments and contingencies
Stockholders’ equity:

Common stock, $1.00 par value, 50,000,000 shares authorized; 21,602,012 and 21,560,985 shares issued and outstanding as of September 30, 2025 and June 30, 2025, respectively	21,602		21,561
Additional paid-in capital	82,107		81,666
Accumulated deficit	(48,895)		(44,870)

Accumulated other comprehensive loss	(14,809)		(14,809)
Total stockholders’ equity	$	40,005	$	43,548
Total liabilities and stockholders’ equity	$	158,782	$	161,232

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

FARMER BROS. CO.

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

(In thousands, except share and per share data)


	Three Months Ended September 30,
		2025		2024
Net sales		$	81,601	$	85,066
Cost of goods sold		49,165		47,748
Gross profit		32,436		37,318
Selling expenses		25,803		27,228
General and administrative expenses		8,797		11,252
Net losses on disposal of assets		1,017		1,666

Operating expenses		35,617		40,146
Loss from operations		(3,181)		(2,828)
Other (expense) income:
Interest expense		(1,324)		(1,791)
Other, net		480		(250)
Total other expense		(844)		(2,041)
Loss before taxes		(4,025)		(4,869)
Income tax expense		—		133


Net loss		$	(4,025)	$	(5,002)


Net loss available to common stockholders per common share, basic and diluted		$	(0.19)	$	(0.24)
Weighted average common shares outstanding—basic and diluted		21,593,843		21,263,245

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

FARMER BROS. CO.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (UNAUDITED)

(In thousands)


	Three Months Ended September 30,
		2025		2024
Net loss		$	(4,025)	$	(5,002)
Other comprehensive income (loss), net of taxes:
Unrealized gains on derivatives designated as cash flow hedges		—		7
Gain on derivatives designated as cash flow hedges reclassified to cost of goods sold		—		(122)



Total comprehensive loss		$	(4,025)	$	(5,117)

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


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

	Common Shares	Common Stock Amount		Additional Paid-in Capital		Retained Earnings (Accumulated Deficit)		Accumulated Other Comprehensive Loss		Total
Balance at June 30, 2025	21,560,985	$	21,561	$	81,666	$	(44,870)	$	(14,809)	$	43,548
Net loss	—	—		—		(4,025)		—		(4,025)




Share-based compensation	—	—		482		—		—		482
Issuance of common stock and stock option exercises	41,027	41		(41)		—		—		—

Balance at September 30, 2025	21,602,012	$	21,602	$	82,107	$	(48,895)	$	(14,809)	$	40,005




	Common Shares	Common Stock Amount		Additional Paid-in Capital		Retained Earnings (Accumulated Deficit)		Accumulated Other Comprehensive Loss		Total
Balance at June 30, 2024	21,264,327	$	21,265	$	79,963	$	(30,354)	$	(25,325)	$	45,549
Net loss	—	—		—		(5,002)		—		(5,002)
Cash flow hedges, net of taxes	—	—		—		—		(116)		(116)



Share-based compensation	—	—		495		—		—		495
Issuance of common stock and stock option exercises	3,896	3		(3)		—		—		—

Balance at September 30, 2024	21,268,223	$	21,268	$	80,455	$	(35,356)	$	(25,441)	$	40,926

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


FARMER BROS. CO.
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(In thousands)
	Three Months Ended September 30,
	2025		2024
Cash flows from operating activities:
Net loss	$	(4,025)	$	(5,002)
Adjustments to reconcile net (loss) income to net cash provided (used in) by operating activities
Depreciation and amortization	2,614		2,897



Net losses on disposal of assets	1,017		1,666
Net losses on derivative instruments	—		1,310
401(k) and share-based compensation expense	482		495
Provision for credit losses	148		79
Change in operating assets and liabilities:
Accounts receivable, net	880		396
Inventories	(5,353)		(385)
Derivative assets, net	—		83
Other assets	(331)		(461)
Accounts payable	3,815		1,208
Accrued expenses and other	(4,254)		207
Net cash (used in) provided by operating activities	$	(5,007)	$	2,493
Cash flows from investing activities:

Purchases of property, plant and equipment	(1,932)		(3,330)
Proceeds from sales of property, plant and equipment	13		26
Net cash used in investing activities	$	(1,919)	$	(3,304)
Cash flows from financing activities:
Proceeds from Credit Facilities	4,000		3,000
Repayments on Credit Facilities	—		(3,000)
Payments of finance lease obligations	(49)		(48)
Payment of financing costs	—		(8)
Net cash provided by (used in) financing activities	$	3,951	$	(56)
Net (decrease) in cash and cash equivalents and restricted cash	(2,975)		(867)
Cash and cash equivalents and restricted cash at beginning of period	6,974		6,005
Cash and cash equivalents and restricted cash at end of period	$	3,999	$	5,138


Supplemental disclosure of non-cash investing and financing activities:

Right-of-use assets obtained in exchange for new operating lease liabilities	$	1,568	$	1,745

Non cash additions to property, plant and equipment	28		27

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

FARMER BROS. CO.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Note 1. Introduction and Basis of Presentation

Farmer Bros. Co., a Delaware corporation (including its consolidated subsidiaries unless the context otherwise requires, the “Company,” or “Farmer Bros.”), is a leading coffee roaster, wholesaler, equipment servicer and distributor of coffee, tea and other allied products. The Company serves a wide variety of customers, from small independent restaurants and foodservice operators to large institutional buyers like 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.

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 months ended September 30, 2025 are not necessarily indicative of the results that may be expected for the fiscal year ending June 30, 2026.

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, 2025, filed with the Securities and Exchange Commission (the “SEC”) on September 11, 2025, as amended by the Form 10-K/A filed on October 24, 2025 (as amended, the “2025 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.

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 2025 Form 10-K.

During the three months ended September 30, 2025, there were no significant updates made to the Company’s significant accounting policies.

Cash Equivalents

At September 30, 2025, we had $3.8 million of unrestricted cash and cash equivalents and $0.2 million in restricted cash. The restricted cash is related to a third party service agreement.

Concentration of Credit Risk

At September 30, 2025 and June 30, 2025, 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) and trade receivables.

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

Farmer Bros. Co.

Notes to Unaudited Consolidated Financial Statements (continued)

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 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 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures.

The amendments in this Update are to improve the disclosures about a public business entity’s expenses and address requests for more detailed information about the types of expenses in commonly presented expense captions.

Effective for
annual periods beginning after December 15, 2026.

The Company is still evaluating the impact of this standard.

Note 3. Leases

The Company has entered into leases for building facilities, vehicles and other equipment. The Company’s leases have remaining contractual terms through March 31, 2032, 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 September 30,
(In thousands)		2025		2024

Operating lease expense		$	4,695	$	4,230
Finance lease expense:
Amortization of finance lease assets		41		41
Interest on finance lease liabilities		1		4
Total lease expense		$	4,737	$	4,275

Maturities of lease liabilities are as follows:


	September 30, 2025
(In thousands)	Operating Leases		Finance Leases
2026	$	12,603	$	48
2027	11,657		—
2028	8,428		—
2029	5,060		—
2030	1,818		—
Thereafter	1,204		—
Total lease payments	40,770		48
Less: interest	(4,218)		—
Total lease obligations	$	36,552	$	48

Lease term and discount rate:


	September 30, 2025		June 30, 2025
Weighted-average remaining lease terms (in years):
Operating lease	3.9		4.0
Finance lease	0.3		0.5

Weighted-average discount rate:
Operating lease	6.55	%	6.56	%
Finance lease	6.50	%	6.50	%

Other Information:


	Three Months Ended September 30,
(In thousands)	2025		2024
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	4,626	$	3,913
Operating cash flows from finance leases	1		4
Financing cash flows from finance leases	48		48

Farmer Bros. Co.

Notes to Unaudited Consolidated Financial Statements (continued)

Note 4. 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 2025 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.

All derivative instruments designated and not designated as cash flow hedges were settled as of March 2025.

Statements of Operations and Statement of Comprehensive Income (Loss)

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

Three Months Ended September 30,

Financial Statement Classification

(In thousands)

2024

Net gains recognized in AOCI - Coffee-related

AOCI

Net gains recognized in earnings - Coffee-related

122

Cost of goods sold

For the three months ended September 30, 2025 and 2024, there were no gains or losses recognized in earnings as a result of excluding amounts from the assessment of hedge effectiveness.

Net losses on derivative instruments in the Company’s consolidated statements of cash flows include net losses on coffee-related derivative instruments designated as cash flow hedges reclassified to cost of goods sold from AOCI. 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 on derivative instruments in the Company’s consolidated statements of cash flows.

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


	Three Months Ended September 30,
(In thousands)		2025		2024
Net losses on coffee-related derivative instruments (1)		$	—	$	(1,431)


Non-operating pension and other postretirement benefits		488		1,012
Other gains, net		(8)		169
Other, net		$	480	$	(250)

___________

(1) Excludes net losses on coffee-related derivative instruments designated as cash flow hedges recorded in cost of goods sold in the three months ended September 30, 2024.

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.

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.

Farmer Bros. Co.

Notes to Unaudited Consolidated Financial Statements (continued)

Note 5. Accounts Receivable, Net


(In thousands)	September 30, 2025		June 30, 2025
Trade receivables	$	23,337	$	24,332
Other receivables (1)	1,046		1,076
Allowance for credit losses	(652)		(650)
Accounts receivable, net	$	23,731	$	24,758

__________

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

There was no material change in the allowance for credit losses during the three months ended September 30, 2025.

Note 6. Inventories


(In thousands)	September 30, 2025		June 30, 2025
Coffee
Processed	$	22,060	$	21,174
Unprocessed	7,198		5,813
Total	$	29,258	$	26,987
Tea and culinary products
Processed	22,806		19,807
Unprocessed	37		34
Total	$	22,843	$	19,841
Coffee brewing equipment parts	3,091		3,011
Total inventories	$	55,192	$	49,839

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.

Note 7. Property, Plant and Equipment


(In thousands)	September 30, 2025		June 30, 2025
Buildings and facilities	$	20,258	$	20,288
Machinery, vehicles and equipment	80,081		85,495

Capitalized software	10,030		9,983
Office furniture and equipment	6,644		6,660
	$	117,013	$	122,426
Accumulated depreciation	(91,231)		(95,499)
Land	918		918
Property, plant and equipment, net	$	26,700	$	27,845

Coffee Brewing Equipment (“CBE”) and Service

Capitalized CBE included in machinery, vehicles and equipment above are:


(In thousands)	September 30, 2025		June 30, 2025
Coffee Brewing Equipment	$	49,066	$	52,757
Accumulated depreciation	(30,015)		(31,124)
Coffee Brewing Equipment, net	$	19,051	$	21,633

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 September 30,
(In thousands)		2025		2024
Depreciation expense in COGS		$	1,529	$	1,887
CBE Costs excl. depreciation exp		7,045		7,206

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.

Farmer Bros. Co.

Notes to Unaudited Consolidated Financial Statements (continued)

Note 8. Intangible Assets

The following