farm-20251231

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 December 31, 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 February 9, 2026, the registrant had 21,727,157 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 December 31, 2025 and June 30, 2025			1

Consolidated Statements of Operations for the Three and Six Months Ended December 31, 2025 and 2024			2

Consolidated Statements of Comprehensive Loss for the Three and Six Months Ended December 31, 2025 and 2024			3

Consolidated Statements of Stockholders’ Equity for the Three and Six Months Ended December 31, 2025 and 2024			4

Consolidated Statements of Cash Flows for the Six Months Ended December 31, 2025 and 2024			5

Notes to Consolidated Financial Statements			6

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			17

Item 3. Quantitative and Qualitative Disclosures About Market Risk			24

Item 4. Controls and Procedures			24

PART II – OTHER INFORMATION

Item 1. Legal Proceedings			25

Item 1A. Risk Factors			25

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			25

Item 3. Defaults Upon Senior Securities			25

Item 4. Mine Safety Disclosures			25

Item 5. Other Information			25

Item 6. Exhibits			26

SIGNATURES			27

PART I - FINANCIAL INFORMATION (UNAUDITED)

Item 1. Financial Statements

FARMER BROS. CO.

CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(In thousands, except share and per share data)


	December 31, 2025		June 30, 2025

ASSETS
Current assets:
Cash and cash equivalents	$	4,186	$	6,796
Restricted cash	178		178
Accounts receivable, net of allowance for credit losses of $652 and $650, respectively	25,527		24,758
Inventories	49,395		49,839


Prepaid expenses	4,351		3,975

Total current assets	83,637		85,546
Property, plant and equipment, net	25,704		27,845
Intangible assets, net	7,933		9,033
Right-of-use operating lease assets	33,875		38,347
Other assets	301		461
Total assets	$	151,450	$	161,232
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	38,704		37,669
Accrued payroll expenses	8,199		12,692
Right-of-use operating lease liabilities - current	15,263		16,773


Other current liabilities	3,784		3,893
Total current liabilities	65,950		71,027
Long-term borrowings under revolving credit facility	21,300		14,300

Accrued pension liabilities	6,509		7,322

Accrued workers’ compensation liabilities	2,513		2,619
Right-of-use operating lease liabilities - noncurrent	19,258		22,195
Other long-term liabilities	262		221
Total liabilities	$	115,792	$	117,684
Commitments and contingencies
Stockholders’ equity:

Common stock, $1.00 par value, 50,000,000 shares authorized; 21,720,306 and 21,560,985 shares issued and outstanding as of December 31, 2025 and June 30, 2025, respectively	21,720		21,561
Additional paid-in capital	82,508		81,666
Accumulated deficit	(53,761)		(44,870)

Accumulated other comprehensive loss	(14,809)		(14,809)
Total stockholders’ equity	$	35,658	$	43,548
Total liabilities and stockholders’ equity	$	151,450	$	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 December 31,				Six Months Ended December 31,
	2025		2024		2025		2024
Net sales	$	88,923	$	90,021	$	170,524	$	175,086
Cost of goods sold	56,656		51,182		105,821		98,930
Gross profit	32,267		38,839		64,703		76,156
Selling expenses	26,706		26,760		52,509		53,987
General and administrative expenses	8,805		9,534		17,602		20,786
Net losses on disposal of assets	892		1,527		1,909		3,193

Operating expenses	36,403		37,821		72,020		77,966
(Loss) income from operations	(4,136)		1,018		(7,317)		(1,810)
Other (expense) income:
Interest expense	(1,200)		(1,922)		(2,524)		(3,713)
Other, net	470		1,033		950		783
Total other expense	(730)		(889)		(1,574)		(2,930)
(Loss) income before taxes	(4,866)		129		(8,891)		(4,740)
Income tax (benefit) expense	—		(81)		—		52


Net (loss) income	$	(4,866)	$	210	$	(8,891)	$	(4,792)


Net (loss) income available to common stockholders per common share, basic and diluted	$	(0.22)	$	0.01	$	(0.41)	$	(0.23)
Weighted average common shares outstanding—basic	21,669,663		21,314,911		21,631,753		21,289,073
Weighted average common shares outstanding—diluted	21,669,663		22,357,699		21,631,753		21,289,073

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 December 31,				Six Months Ended December 31,
	2025		2024		2025		2024
Net (loss) income	$	(4,866)	$	210	$	(8,891)	$	(4,792)
Other comprehensive income (loss), net of taxes:
Unrealized (losses) gains on derivatives designated as cash flow hedges	—		(6)		—		1
Gain on derivatives designated as cash flow hedges reclassified to cost of goods sold	—		(181)		—		(303)



Total comprehensive (loss) income	$	(4,866)	$	23	$	(8,891)	$	(5,094)

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
Net loss	—	—		—		(4,866)		—		(4,866)




Share-based compensation	—	—		519		—		—		519
Issuance of common stock and stock option exercises	118,294	118		(118)		—		—		—

Balance at December 31, 2025	21,720,306	$	21,720	$	82,508	$	(53,761)	$	(14,809)	$	35,658

SEC Form 10-Q filed by Farmer Brothers Company