株探米国株
日本語 英語
エドガーで原本を確認する
false0000034563FARMER BROTHERS CO00000345632025-11-062025-11-06

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

Date of Report (Date of earliest event reported): November 6, 2025
Farmer Bros. Co.
(Exact Name of Registrant as Specified in Charter)
Delaware
001-34249
95-0725980
(State or Other Jurisdiction
of Incorporation)
(Commission File Number)
(I.R.S. Employer
Identification No.)
 
14501 N Fwy, Fort Worth, Texas 76177
(Address of Principal Executive Offices) (Zip Code)
682 549-6600
(Registrant’s Telephone Number, Including Area Code)
None
(Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
Trading Symbol(s)
Name of Each Exchange on Which Registered
Common Stock, $1.00 par value
FARM
Nasdaq Global Select Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).    Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    ☐



Item 2.02. Results of Operations and Financial Condition.
On November 6, 2025, Farmer Bros. Co., a Delaware corporation (the "Company") issued a press release announcing its financial results for its first fiscal quarter ended September 30, 2025. The earnings release can be found on the Company’s website at www.farmerbros.com under “Investors.” A copy of the earnings release is furnished herewith as Exhibit 99.1, and incorporated herein by reference.
The Company will host an audio-only investor conference call at 5:00 p.m. Eastern time (4:00 p.m. Central time) on November 6, 2025 to review the Company’s results for its first fiscal quarter ended September 30, 2025. Interested parties may access the webcast via the "Investors" section of the Company’s website. Participants who pre-register will receive an email with dial-in information, which will allow them to bypass the live operator. A replay of the webcast will be available two hours after the end of the live webcast and for at least 30 days on the "Investors" section of the Company’s website.
As provided in General Instruction B.2. of Form 8-K, the information and exhibits furnished pursuant to Item 2.02 of this report are being “furnished” and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, shall not be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing. In addition, the exhibits furnished herewith contain statements intended as "forward-looking statements" that are subject to the cautionary statements about forward-looking statements set forth in such exhibits.
Item 9.01 Financial Statements and Exhibits.
(d)    Exhibits
Exhibit No.
Description
99.1
104
Cover Page Interactive Data File (embedded in the cover page formatted in Inline XBRL)




SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date:    November 6, 2025
FARMER BROS. CO.
By:
/s/ Vance Ratliff Fisher
Vance Ratliff Fisher
Chief Financial Officer
(principal financial officer)





EX-99.1 2 a991fbcq12026pressrelease.htm EX-99.1 Document
Exhibit 99.1
logo1a.jpg        
Farmer Brothers Coffee Reports First Quarter Fiscal 2026 Financial Results Gross margin decreased 400 basis points year-over-year to 39.7%
Reported net loss of $4 million, adjusted EBITDA1 of $1.4 million
Net sales of $81.6 million.

Fort Worth, Texas, Nov. 6, 2025 – Farmer Brothers Coffee Co. (NASDAQ: FARM), a leading roaster, wholesaler and distributor of coffee, tea and allied products, announced today its first quarter fiscal 2026 financial results for the period ended Sept. 30, 2025. The company filed its Form 10-Q, which will be posted on the Investor Relations section of its website after the close of market on Thursday, Nov. 6.

“Fiscal 2025 was a year of significant operational and financial improvement for Farmer Brothers. I am very pleased we were able to maintain the majority of that progress despite a very challenging economic environment during the first quarter,” said President and Chief Executive Officer John Moore. “While we did see a 4% decrease in overall revenue on a year-over-year basis, the meaningful progress we have made in driving operational efficiency and managing our cost structure allowed us to hold steady in terms of adjusted EBITDA and still achieve gross margins of approximately 40%. We will remain focused on driving top line revenue and customer growth in 2026.”
First quarter fiscal 2026 business highlights
•Announced partnership with Eurest, which will include the opening of the company's 50 Sum>One Coffee Roasters-branded cafes across the country.
•Realized significant benefits from the company’s operational efficiency and cost management initiatives, with an almost $4 million improvement in sales, general and administrative (SG&A) expenses compared to the first quarter of fiscal 2025.
First quarter fiscal 2026 financial results
•Net sales were $81.6 million in the first quarter of fiscal 2026, a decrease of $3.5 million, or 4.1%, compared to the first quarter of fiscal 2025.
•Gross profit was $32.4 million, or 39.7%, during the first quarter of fiscal 2026, compared to gross profit of $37.3 million, or 43.9%, in the first quarter of fiscal 2025.
•Operating expenses were $35.6 million in the first quarter of fiscal 2026, or 43.6% of net sales, compared to $40.1 million, or 47.2%, in the first quarter of fiscal 2025. This included a $2.5 million decrease in general and administrative expenses and a $1.4 million decrease in selling expenses.
•Net loss for the first quarter of fiscal 2026 was $4 million, compared to a net loss of $5 million for the first quarter of fiscal 2025.
•Adjusted EBITDA was $1.4 million for the first quarter of fiscal 2026, which was flat compared to $1.4 million in the first quarter of fiscal 2025.
Balance Sheet and Liquidity
As of Sept. 30, 2025, the company had $3.8 million of unrestricted cash and cash equivalents and $31.2 million available under its revolver credit facility.
Investor Conference Call
Farmer Brothers will publish its first quarter fiscal 2026 financial results for the period ended Sept. 30, 2025 with the filing of its 10-Q and the issuing of its earnings results release, both of which will be posted on the Investor Relations section of its website after the close of market on Thursday, Nov. 6.
The company will also host an audio-only investor conference call and webcast at 5 p.m. Eastern on Thursday, Nov. 6 to provide a review of the quarter and business update. An audio-only replay of the webcast will be archived for at least 30 days on the Investor Relations section of farmerbros.com and will be available approximately two hours after the end of the live webcast.
About Farmer Brothers
Founded in 1912, Farmer Brothers Coffee Co. is a national coffee roaster, wholesaler, equipment servicer and distributor of coffee, tea and culinary products. The company’s product lines include organic, Direct Trade and sustainably produced coffee, as well as tea, cappuccino mixes, spices and baking/biscuit mixes.
Farmer Brothers Coffee Co. delivers extensive beverage planning services and culinary products to a wide variety of U.S.-based customers, ranging from small independent restaurants and foodservice operators to large institutional buyers, such as restaurant, department and convenience store chains, hotels, casinos, healthcare facilities and gourmet coffee houses, as well as grocery chains with private brand coffee and consumer branded coffee and tea products and foodservice distributors. The
1Adjusted EBITDA is a non-GAAP measure. Please refer to "Non-GAAP Financial Measures" below for an explanation and reconciliation of Adjusted EBITDA and other related non-GAAP measures to comparable GAAP measures.


Exhibit 99.1
company’s primary brands include Farmer Brothers, Boyd’s Coffee, SUM>One Coffee Roasters, West Coast Coffee, Cain’s and China Mist. You can learn more at farmerbros.com
Forward-looking Statements
This press release and other documents we file with the Securities and Exchange Commission (the “SEC”) contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, that are based on current expectations, estimates, forecasts and projections about us, our future performance, our financial condition, our products, our business strategy, our beliefs and our management’s assumptions. In addition, we, or others on our behalf, may make forward-looking statements in press releases or written statements, or in our communications and discussions with investors and analysts in the normal course of business through meetings, webcasts, phone calls and conference calls. These forward-looking statements can be identified by the use of words, like “anticipates,” “estimates,” “projects,” “expects,” “plans,” “believes,” “intends,” “will,” “could,” “may,” “assumes” and other words of similar meaning. These statements are based on management’s beliefs, assumptions, estimates and observations of future events based on information available to our management at the time the statements are made and include any statements that do not relate to any historical or current fact. These statements are not guarantees of future performance and they involve certain risks, uncertainties and assumptions that are difficult to predict. Actual outcomes and results may differ materially from what is expressed, implied or forecast by our forward-looking statements due in part to the risks, uncertainties and assumptions set forth in this press release and Part I, Item 1A. Risk Factors as well as Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, of our Annual Report on Form 10-K for the fiscal year ended June 30, 2025 filed with the SEC on Sept. 11, 2025, as amended by the Amendment No. 1 on Form 10-K/A filed with the SEC on Oct. 24, 2025 (as amended, the "2025 Form 10-K"), and in our Quarterly Report on Form 10-Q for the fiscal quarter ended Sept. 30, 2025, as well as those discussed elsewhere in this press release and other factors described from time to time in our filings with the SEC.
Factors that could cause actual results to differ materially from those in forward-looking statements include, but are not limited to, severe weather, levels of consumer confidence in national and local economic business conditions, developments related to pricing cycles and volumes, the impact of labor market shortages, the increase of costs due to inflation, an economic downturn caused by any pandemic, epidemic or other disease outbreak, the success of our turnaround strategy, the impact of capital improvement projects, the adequacy and availability of capital resources to fund our existing and planned business operations and our capital expenditure requirements, our ability to meet financial covenant requirements in our credit facility, which could impact, among other things, our liquidity, the relative effectiveness of compensation-based employee incentives in causing improvements in our performance, the capacity to meet the demands of our customers, the extent of execution of plans for the growth of our business and achievement of financial metrics related to those plans, our success in retaining and/or attracting qualified employees, our success in adapting to technology and new commerce channels, the effect of the capital markets, as well as other external factors on stockholder value, fluctuations in availability and cost of green coffee, competition, organizational changes, the effectiveness of our hedging strategies in reducing price 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, uncertainties and assumptions described in the 2025 Form 10-K, our Quarterly Report on Form 10-Q for the fiscal quarter ended Sept. 30, 2025, and other factors described from time to time in our filings with the SEC.
Given these risks and uncertainties, you should not rely on forward-looking statements as a prediction of actual results. Any or all of the forward-looking statements contained in this press release and any other public statement made by us, including by our management, may turn out to be incorrect. We are including this cautionary note to make applicable and take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 for forward-looking statements. We expressly disclaim any obligation to update or revise any forward-looking statements, whether as a result of new information, future events, changes in assumptions or otherwise, except as required under federal securities laws and the rules and regulations of the SEC.

Investor Relations and Media Contact
Brandi Wessel
Director of Communications
405-885-5176
bwessel@farmerbros.com


Exhibit 99.1
FARMER BROS. CO.
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(In thousands, except share and per share data)
Three Months Ended September 30,
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 





Exhibit 99.1
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 


Exhibit 99.1

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 




Exhibit 99.1
Non-GAAP Financial Measures
In addition to net (loss) income determined in accordance with U.S. generally accepted accounting principles (“GAAP”), we use the following non-GAAP financial measures in assessing our operating performance:
“EBITDA” is defined as net loss excluding the impact of:
•income tax expense;
•interest expense; and
•depreciation and amortization expense.
“EBITDA Margin” is defined as EBITDA expressed as a percentage of net sales.
“Adjusted EBITDA” is defined as net loss excluding the impact of:
•income tax expense;
•interest expense;
•depreciation and amortization expense;
•401(k) and share-based compensation expense;
•net losses on disposal of assets;
•strategic initiative costs; and
•severance costs.
“Adjusted EBITDA Margin” is defined as Adjusted EBITDA expressed as a percentage of net sales.
For purposes of calculating EBITDA and EBITDA Margin, Adjusted EBITDA and Adjusted EBITDA Margin, we have excluded the impact of interest expense resulting from non-cash pretax pension and postretirement benefits. For purposes of calculating Adjusted EBITDA and Adjusted EBITDA Margin, we are also excluding the impact severance and strategic initiative costs, as these items is not reflective of our ongoing operating results.
We believe these non-GAAP financial measures provide a useful measure of the Company’s operating results, a meaningful comparison with historical results and with the results of other companies, and insight into the Company’s ongoing operating performance. Further, management utilizes these measures, in addition to GAAP measures, when evaluating and comparing the Company’s operating performance against internal financial forecasts and budgets.
We believe that EBITDA facilitates operating performance comparisons from period to period by isolating the effects of certain items that vary from period to period without any correlation to core operating performance or that vary widely among similar companies. These potential differences may be caused by variations in capital structures (affecting interest expense), tax positions (such as the impact on periods or companies of changes in effective tax rates or net operating losses) and the age and book depreciation of facilities and equipment (affecting relative depreciation expense). We also present EBITDA and EBITDA Margin because (i) we believe that these measures are frequently used by securities analysts, investors and other interested parties to evaluate companies in our industry, (ii) we believe that investors will find these measures useful in assessing our ability to service or incur indebtedness, and (iii) we use these measures internally as benchmarks to compare our performance to that of our competitors.
EBITDA, EBITDA Margin, Adjusted EBITDA and Adjusted EBITDA Margin, as defined by us, may not be comparable to similarly titled measures reported by other companies. We do not intend for non-GAAP financial measures to be considered in isolation or as a substitute for other measures prepared in accordance with GAAP.
Set forth below is a reconciliation of reported net loss to EBITDA (unaudited):
Three Months Ended September 30,
(In thousands) 2025 2024
Net loss $ (4,025) $ (5,002)
Income tax expense —  133 
Interest expense (1) 660  564 
Depreciation and amortization expense 2,614  2,897 
EBITDA $ (751) $ (1,408)
EBITDA Margin (0.9) % (1.7) %
____________
(1)Excludes interest expense related to pension plans and postretirement benefit plans.


Exhibit 99.1
Set forth below is a reconciliation of reported net loss to Adjusted EBITDA (unaudited):
Three Months Ended September 30,
(In thousands) 2025 2024
Net loss $ (4,025) $ (5,002)
Income tax expense —  133 
Interest expense (1) 660  564 
Depreciation and amortization expense 2,614  2,897 
401(k) and share-based compensation expense 482  495 
Net losses on disposal of assets 1,017  1,666 
Strategic initiative costs (2) 587  — 
Severance costs 29  664 
Adjusted EBITDA $ 1,364  $ 1,417 
Adjusted EBITDA Margin 1.7  % 1.7  %
________
(1) Excludes interest expense related to pension plans and postretirement benefit plans.
(2) Cost related to evaluation of strategic alternatives.