[10-Q] Westrock Coffee Co Quarterly Earnings Report
Westrock Coffee Company (WEST) filed its Q3 2025 10‑Q, reporting strong top-line growth alongside continued losses. Net sales were $354.8 million, up from $220.9 million a year ago. Gross profit was $41.4 million and the company posted a loss from operations of $8.6 million, leading to a net loss of $19.1 million, or $0.20 per share. Year‑to‑date, net sales were $849.5 million with a net loss of $67.9 million.
Cash and cash equivalents were $34.0 million and restricted cash $14.4 million (total $48.4 million). Year‑to‑date operating cash flow was an outflow of $55.7 million. Long‑term debt, net, was $383.5 million, with short‑term debt of $84.1 million and $98.7 million outstanding under a supply chain finance program. The company also used receivables factoring ($113.4 million proceeds year‑to‑date) and had $11.8 million of green coffee repurchase obligations.
Westrock sold 1,909,676 shares under its ATM program for gross proceeds of $12.1 million, leaving 3,030,324 shares available. It de‑consolidated Rwanda Trading Company via a joint venture and recorded a $2.3 million gain. Management discusses liquidity and covenant risks while noting, subsequent to quarter‑end, issuance of $30.0 million 5.00% convertible notes due 2031 and a credit agreement amendment.
- None.
- None.
Insights
Revenue rose, but losses and leverage keep liquidity central.
Westrock Coffee grew Q3 net sales to
Balance sheet funding relies on multiple channels: long‑term debt of
Management outlines covenant and liquidity considerations tied to Conway facility ramp and costs. A
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from _____ to _____.
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(
(Registrant’s Telephone Number, Including Area Code)
Not applicable
(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 |
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.
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).
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 | ◻ | ☒ | 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
As of October 31, 2025, the Registrant had
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q includes forward-looking statements as defined under U.S. federal securities laws. Forward-looking statements include all statements that are not historical statements of fact and statements including, but not limited to, the following statements regarding our expectations, hopes, beliefs, intentions or strategies regarding the future, our expectations regarding the build-out of operations (including the installation of a second ready-to-drink can line) and commercialization of customers within the anticipated time frame of our Conway, Arkansas facility and our ability to sell or commit capacity; our expectations regarding capital expenditures; and our future liquidity needs and access to capital. In addition, any statements that refer to projections, forecasts, or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “would,” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to significant risks and uncertainties. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and we assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise.
There are or will be important factors that could cause our actual results to differ materially from those indicated in these forward-looking statements, including, but not limited to, risks related to the following:
| ● | the fact that we have incurred net losses in the past, may incur net losses in the future, and may not achieve profitability; |
| ● | risks associated with operating a coffee trading business and a coffee exporting business; |
| ● | the volatility and increases in the cost of green coffee, tea and other ingredients and packaging, and our inability to pass these costs on to customers; |
| ● | our inability to secure an adequate supply of key raw materials, including green coffee and tea, or disruption in our supply chain; |
| ● | deterioration in general macroeconomic conditions and/or decreases in consumer spending on discretionary items; |
| ● | disruption in operations at any of our, our suppliers’ or our co-manufacturers’ production, distribution or manufacturing facilities or other loss of manufacturing capacity; |
| ● | our inability to anticipate customer preferences and successfully develop new products; |
| ● | climate change, which may increase commodity costs, damage our facilities and disrupt our production capabilities and supply chain; |
| ● | failure to retain key personnel or recruit qualified personnel; |
| ● | our inability to hedge commodity risks; |
| ● | consolidation among our distributors and customers or the loss of any key customer; |
| ● | complex and evolving U.S. and international laws and regulations, and noncompliance therewith subjecting us to criminal or civil liability; |
| ● | future acquisitions of businesses, which may divert our management’s attention, prove difficult to effectively integrate and fail to achieve their projected benefits; |
| ● | our inability to effectively manage the growth and increased complexity of our business; |
| ● | our inability to maintain or grow market share through continued differentiation of our product and competitive pricing; |
| ● | our inability to secure the additional capital needed to operate and grow our business; |
| ● | future litigation or legal disputes, which could lead us to incur significant liabilities and costs or harm our reputation; |
| ● | a material failure, inadequacy or interruption of our information technology systems; |
| ● | the unauthorized access, theft, use or destruction of personal, financial or other confidential information relating to our customers, suppliers, employees or business; |
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| ● | our future level of indebtedness, which may reduce funds available for other business purposes and reduce our operational flexibility; |
| ● | our inability to comply with the financial covenants in our credit agreement; |
| ● | our inability to successfully build out operations, commercialize customers, and generate positive operating cash flows within the anticipated time frame following the recent opening of our new facility in Conway, Arkansas or incurring additional expenses in the process; |
| ● | our corporate structure and organization, which may prevent or delay attempts to acquire a controlling interest in the Company; |
| ● | the fact that our largest shareholders (and certain members of our management team) own a significant percentage of our stock and will be able to exert significant control over matters subject to shareholder approval; |
| ● | the impact of current global economic conditions, including those caused by tariffs and trading restrictions, economic slowdowns or recessions, changes in political, economic or industry conditions, global conflicts (including the ongoing conflicts in Europe, the Middle East and Latin America), inflation, the interest rate environment, U.S. government shutdowns, downgrades to the U.S. government’s sovereign credit rating or other conditions affecting the global financial and capital markets, and epidemic, pandemic or other health issues; and |
| ● | other risks, uncertainties and factors set forth in the “Business” and “Risk Factors” sections in the Company’s Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (“SEC”) on March 12, 2025 (“Annual Report”) and in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors” sections of this Quarterly Report on Form 10-Q, as well as those described from time to time in our future reports filed with the SEC. |
The foregoing factors should not be construed as exhaustive and should be read together with the other cautionary statements included in the Annual Report or in this Quarterly Report on Form 10-Q. If one or more events related to these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, actual results may differ materially from what we anticipate. Many of the important factors that will determine these results are beyond our ability to control or predict. Accordingly, you should not place undue reliance on any such forward-looking statements. Any forward-looking statement speaks only as of the date on which it is made, and, except as otherwise required by law, we do not undertake any obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise. New factors emerge from time to time, and it is not possible for us to predict which will arise. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.
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Westrock Coffee Company
FORM 10-Q
September 30, 2025
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Part I. | Financial Information | 5 |
Item 1. | Financial Statements | 5 |
Condensed Consolidated Balance Sheets | 5 | |
Condensed Consolidated Statements of Operations | 6 | |
Condensed Consolidated Statements of Comprehensive Income (Loss) | 7 | |
Condensed Consolidated Statements of Shareholders’ Equity | 8 | |
Condensed Consolidated Statements of Cash Flows | 10 | |
Notes to Condensed Consolidated Financial Statements | 11 | |
1. Organization and Description of Business | 11 | |
2. Basis of Presentation and Consolidation | 11 | |
3. Summary of Significant Accounting Policies | 12 | |
4. Revenue | 18 | |
5. Inventories | 20 | |
6. Property, Plant and Equipment, Net | 21 | |
7. Goodwill | 21 | |
8. Intangible Assets, Net | 22 | |
9. Leases | 22 | |
10. Debt | 24 | |
11. Series A Preferred Shares | 27 | |
12. Common Stock Warrants | 28 | |
13. Derivatives | 29 | |
14. Fair Value Measurements | 31 | |
15. Accumulated Other Comprehensive Income (Loss) | 33 | |
16. Equity-Based Compensation | 33 | |
17. Earnings per Share | 34 | |
18. Segment Information | 35 | |
19. Commitments and Contingencies | 40 | |
20. Related Party Transactions | 41 | |
21. Subsequent Events | 42 | |
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 44 |
Overview | 44 | |
Significant Developments | 44 | |
Results of Operations | 46 | |
Critical Accounting Estimates | 51 | |
Key Business Metrics | 52 | |
Liquidity and Capital Resources | 53 | |
Recent Accounting Pronouncements | 61 | |
Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 61 |
Item 4. | Controls and Procedures | 61 |
Part II. | Other Information | 62 |
Item 1. | Legal Proceedings | 62 |
Item 1A. | Risk Factors | 62 |
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 62 |
Item 3. | Defaults Upon Senior Securities | 62 |
Item 4. | Mine Safety Disclosures | 62 |
Item 5. | Other Information | 62 |
Item 6. | Exhibits | 63 |
Signatures | 65 | |
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Part I. Financial Information
Item 1. Financial Statements
WESTROCK COFFEE COMPANY
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(Thousands, except par value) |
| September 30, 2025 |
| December 31, 2024 | ||
ASSETS | ||||||
Cash and cash equivalents | $ | | $ | | ||
Restricted cash | | | ||||
Accounts receivable, net of allowance for credit losses of $ | | | ||||
Inventories | | | ||||
Derivative assets | | | ||||
Prepaid expenses and other current assets | | | ||||
Total current assets | | | ||||
Property, plant and equipment, net | | | ||||
Goodwill | | | ||||
Intangible assets, net | | | ||||
Operating lease right-of-use assets | | | ||||
Other long-term assets | | | ||||
Total Assets | $ | | $ | | ||
LIABILITIES, CONVERTIBLE PREFERRED SHARES AND SHAREHOLDERS' EQUITY | ||||||
Current maturities of long-term debt | $ | | $ | | ||
Short-term debt | | | ||||
Accounts payable | | | ||||
Supply chain finance program | | | ||||
Derivative liabilities | | | ||||
Accrued expenses and other current liabilities | | | ||||
Total current liabilities | | | ||||
Long-term debt, net | | | ||||
Convertible notes payable - related party, net | | | ||||
Deferred income taxes | | | ||||
Operating lease liabilities | | | ||||
Other long-term liabilities | | | ||||
Total liabilities | | | ||||
Commitments and contingencies (Note 19) | ||||||
Series A Convertible Preferred Shares, $ | | | ||||
Shareholders' Equity | ||||||
Preferred stock, $ | ||||||
Common stock, $ | | | ||||
Additional paid-in-capital | | | ||||
Accumulated deficit | ( | ( | ||||
Accumulated other comprehensive income (loss) | ( | | ||||
Total shareholders' equity | | | ||||
Total Liabilities, Convertible Preferred Shares and Shareholders' Equity | $ | | $ | | ||
See accompanying notes to condensed consolidated financial statements.
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WESTROCK COFFEE COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||
(Thousands, except per share data) |
| 2025 |
| 2024 |
| 2025 |
| 2024 | ||||
Net sales | $ | | $ | | $ | | $ | | ||||
Costs of sales | | | | | ||||||||
Gross profit | | | | | ||||||||
Selling, general and administrative expense | | | | | ||||||||
Transaction, restructuring and integration expense | | | | | ||||||||
Impairment charges | — | | — | | ||||||||
Loss (gain) on disposal of property, plant and equipment | | ( | | | ||||||||
Total operating expenses | | | | | ||||||||
Loss from operations | ( | ( | ( | ( | ||||||||
Other (income) expense | ||||||||||||
Interest expense | | | | | ||||||||
Change in fair value of warrant liabilities | — | ( | — | ( | ||||||||
Other, net | ( | ( | ( | | ||||||||
Loss before income taxes and equity in earnings from unconsolidated entities | ( | ( | ( | ( | ||||||||
Income tax expense (benefit) | ( | | | | ||||||||
Equity in (earnings) loss from unconsolidated entities | ( | | ( | | ||||||||
Net loss | $ | ( | $ | ( | $ | ( | $ | ( | ||||
Amortization of Series A Convertible Preferred Shares | | | | | ||||||||
Net loss attributable to common shareholders | $ | ( | $ | ( | $ | ( | $ | ( | ||||
(Loss) earnings per common share: | ||||||||||||
Basic | $ | ( | $ | ( | $ | ( | $ | ( | ||||
Diluted | $ | ( | $ | ( | $ | ( | $ | ( | ||||
|
| |||||||||||
Weighted-average number of shares outstanding: | ||||||||||||
Basic | | | | | ||||||||
Diluted | | | | | ||||||||
See accompanying notes to condensed consolidated financial statements.
6
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WESTROCK COFFEE COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(Unaudited)
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||
(Thousands) |
| 2025 |
| 2024 |
| 2025 |
| 2024 | ||||
Net loss | $ | ( | $ | ( | $ | ( | $ | ( | ||||
Other comprehensive income (loss), net of tax: | ||||||||||||
Unrealized gain (loss) on derivative instruments | ( | | ( | | ||||||||
Foreign currency translation adjustment | ( | | ( | | ||||||||
Total other comprehensive income (loss) | ( | | ( | | ||||||||
Comprehensive (loss) income | ( | ( | ( | ( | ||||||||
Amortization of Series A Convertible Preferred Shares | | | | | ||||||||
Comprehensive loss attributable to common shareholders | $ | ( | $ | ( | $ | ( | $ | ( | ||||
See accompanying notes to condensed consolidated financial statements.
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WESTROCK COFFEE COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(Unaudited)
Accumulated | |||||||||||||||||
Other | |||||||||||||||||
Common Stock | Additional | Accumulated | Comprehensive | Total | |||||||||||||
(Thousands) |
| Shares |
| Amount |
| Paid-in Capital |
| Deficit |
| Income (Loss) |
| Equity | |||||
Balance at June 30, 2025 | | $ | | $ | | $ | ( | $ | ( | $ | | ||||||
Net income (loss) | — | — | — | ( | — | ( | |||||||||||
Issuance of common shares related to "at-the-market" offering program, net of issuance costs | | | | — | — | | |||||||||||
Amortization of Series A Convertible Preferred Shares | — | — | | — | — | | |||||||||||
Other comprehensive income (loss) | — | — | — | — | ( | ( | |||||||||||
Equity-based compensation | | | | — | — | | |||||||||||
Net share settlement of equity awards | — | — | ( | — | — | ( | |||||||||||
Balance at September 30, 2025 | | $ | | $ | | $ | ( | $ | ( | $ | | ||||||
Balance at June 30, 2024 | | $ | | $ | | $ | ( | $ | | $ | | ||||||
Net income (loss) | — | — | — | ( | — | ( | |||||||||||
Issuance of common shares related to warrant exchange | | | | — | — | | |||||||||||
Issuance of common shares related to conversion of Series A Convertible Preferred Shares | | — | | — | — | | |||||||||||
Amortization of Series A Convertible Preferred Shares | — | — | | — | — | | |||||||||||
Other comprehensive income (loss) | — | — | — | — | | | |||||||||||
Equity-based compensation | | | | — | — | | |||||||||||
Net share settlement of equity awards | — | — | ( | — | — | ( | |||||||||||
Balance at September 30, 2024 | | $ | | $ | | $ | ( | $ | | $ | | ||||||
See accompanying notes to condensed consolidated financial statements.
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WESTROCK COFFEE COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(Unaudited) (continued)
Accumulated | |||||||||||||||||
Other | |||||||||||||||||
Common Stock | Additional | Accumulated | Comprehensive | Total | |||||||||||||
(Thousands) |
| Shares |
| Amount |
| Paid-in Capital |
| Deficit |
| Income (Loss) |
| Equity | |||||
Balance at December 31, 2024 | | | | ( | | | |||||||||||
Net income (loss) | — | — | — | ( | — | ( | |||||||||||
Issuance of common shares related to "at-the-market" offering program, net of issuance costs | | | | — | — | | |||||||||||
Amortization of Series A Convertible Preferred Shares | — | — | | — | — | | |||||||||||
Other comprehensive income (loss) | — | — | — | — | ( | ( | |||||||||||
Equity-based compensation | | | | — | — | | |||||||||||
Net share settlement of equity awards | — | — | ( | — | — | ( | |||||||||||
Balance at September 30, 2025 | | $ | | $ | | $ | ( | $ | ( | $ | | ||||||
Balance at December 31, 2023 | | $ | | $ | | $ | ( | $ | | $ | | ||||||
Net income (loss) | — | — | — | ( | — | ( | |||||||||||
Issuance of common shares related to "at-the-market" offering program, net of issuance costs | | | | — | — | | |||||||||||
Issuance of common shares related to stock options exercised | | — | | — | — | | |||||||||||
Issuance of common shares related to warrant exchange | | | | — | — | | |||||||||||
Issuance of common shares related to conversion of Series A Convertible Preferred Shares | | — | | — | — | | |||||||||||
Amortization of Series A Convertible Preferred Shares | — | — | | — | — | | |||||||||||
Other comprehensive income (loss) | — | — | — | — | | | |||||||||||
Equity-based compensation | | | | — | — | | |||||||||||
Net share settlement of equity awards | — | — | ( | — | — | ( | |||||||||||
Balance at September 30, 2024 | | $ | | $ | | $ | ( | $ | | $ | | ||||||
See accompanying notes to condensed consolidated financial statements.
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WESTROCK COFFEE COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Nine Months Ended September 30, | ||||||
(Thousands) |
| 2025 |
| 2024 | ||
Cash flows from operating activities: | ||||||
Net loss | $ | ( | $ | ( | ||
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||||||
Depreciation and amortization | | | ||||
Impairment charges | — | | ||||
Equity-based compensation | | | ||||
Provision for credit losses | | | ||||
Amortization of deferred financing fees included in interest expense | | | ||||
Write-off of unamortized deferred financing fees | | — | ||||
Loss on disposal of property, plant and equipment | | | ||||
Gain on de-consolidation of Rwanda Trading Company | ( | — | ||||
Mark-to-market adjustments | ( | ( | ||||
Change in fair value of warrant liabilities | — | ( | ||||
Foreign currency transactions | ( | | ||||
Deferred income tax expense (benefit) | | | ||||
Other | ( | | ||||
Change in operating assets and liabilities: | ||||||
Accounts receivable | ( | ( | ||||
Inventories | ( | ( | ||||
Derivative assets and liabilities | ( | | ||||
Prepaid expense and other assets | ( | | ||||
Accounts payable | | ( | ||||
Accrued liabilities and other | | | ||||
Net cash used in operating activities | ( | ( | ||||
Cash flows from investing activities: | ||||||
Additions to property, plant and equipment | ( | ( | ||||
Additions to intangible assets | ( | ( | ||||
Proceeds from sale of equity method investments and non-marketable securities | | — | ||||
Acquisition of equity method investments and non-marketable securities, inclusive of cash contributed | ( | — | ||||
Proceeds from sale of property, plant and equipment | | | ||||
Proceeds from deferred purchase price of sold trade receivables | | — | ||||
Net cash used in investing activities | ( | ( | ||||
Cash flows from financing activities: | ||||||
Payments on debt | ( | ( | ||||
Proceeds from debt | | | ||||
Payments on supply chain financing program | ( | ( | ||||
Proceeds from supply chain financing program | | | ||||
Proceeds from convertible notes payable | — | | ||||
Proceeds from convertible notes payable - related party | — | | ||||
Payment of debt issuance costs | ( | ( | ||||
Payment of convertible notes payable issuance costs | — | ( | ||||
Net proceeds from (repayments of) repurchase agreements | | ( | ||||
Net change in unremitted cash collections from servicing factored receivables | | — | ||||
Proceeds from exercise of stock options | — | | ||||
Proceeds from issuance of common stock | | | ||||
Payment of equity issuance costs | ( | ( | ||||
Payment for taxes for net share settlement of equity awards | ( | ( | ||||
Net cash provided by financing activities | | | ||||
Effect of exchange rate changes on cash | ( | ( | ||||
Net increase (decrease) in cash and cash equivalents and restricted cash | | ( | ||||
Cash and cash equivalents and restricted cash at beginning of period | | | ||||
Cash and cash equivalents and restricted cash at end of period | $ | | $ | | ||
Supplemental non-cash investing and financing activities: | ||||||
Property, plant and equipment acquired but not yet paid | $ | | $ | | ||
Amounts obtained as beneficial interest in sold trade receivables | | — | ||||
The total cash and cash equivalents and restricted cash at September 30, 2025 and 2024 is as follows:
(Thousands) |
| September 30, 2025 |
| September 30, 2024 | ||
Cash and cash equivalents | $ | | $ | | ||
Restricted cash | | | ||||
Total | $ | | $ | | ||
See accompanying notes to condensed consolidated financial statements.
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WESTROCK COFFEE COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 1. Organization and Description of Business
Westrock Coffee Company, a Delaware corporation (the “Company,” “Westrock,” “we,” “us,” or “our”), is a leading integrated coffee, tea, flavors, extracts, and ingredients solutions provider in the United States, providing coffee sourcing, supply chain management, product development, roasting, packaging, and distribution services to the retail, food service and restaurant, convenience store and travel center, non-commercial account, consumer packaged goods (“CPG”), and hospitality industries around the world. We manage our business in
Beverage Solutions: Through this segment, we combine our product innovation and customer insights to provide value-added beverage solutions, including coffee, tea, flavors, extracts and ingredients. We provide products in a variety of packaging, including branded and private label coffee in bags, fractional packs, single serve cups, multi-serve bottles and ready-to-drink bottles and cans, as well as extract solutions to be used in products such as cold brew and ready-to-drink offerings. Currently, we serve customers in the United States, Europe and Asia, through the retail, food service and restaurant, convenience store and travel center, non-commercial account, CPG, and hospitality industries.
Sustainable Sourcing & Traceability: Through this segment, we utilize our proprietary technology and digitally traceable supply chain to directly impact and improve the lives of our farming partners, provide tangible economic empowerment and emphasize environmental accountability and farmer literacy. Revenues primarily consist of sales from commodity contracts related to forward sales of green coffee.
Note 2. Basis of Presentation and Consolidation
The accompanying Condensed Consolidated Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) using the U.S. dollar as the reporting currency. They do not include all the information and footnotes required by GAAP for complete financial statements. The Condensed Consolidated Financial Statements include the activities of the Company and its wholly owned and/or controlled subsidiaries. All intercompany balances and transactions have been eliminated. The Condensed Consolidated Balance Sheet as of December 31, 2024 was derived from the audited financial statements, but does not include all disclosures required by GAAP.
On April 1, 2025, the Company entered into an agreement with ETC Holdings SA (“ECOM”) that combines Westrock’s and ECOM’s Rwandan export operations (the “Rwandan JV”). This strategic partnership, which was established to trade Arabica coffee from Rwanda and commercially operate wet mill and storage facilities, allows Westrock to scale its operations in Rwanda, improve profitability, and strengthen our ability to provide smallholder farmers and their families the ability to advance their quality of life and economic well-being. The Company contributed its ownership interest in Rwanda Trading Company (“RTC”) and $
The interim financial information is unaudited but, in the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for fair statement of results for the interim periods have been included. Operating results from any interim period are not necessarily indicative of the results that may be expected for the full fiscal year. The Condensed Consolidated Financial Statements and related notes should be read in conjunction with the audited December 31, 2024 consolidated financial statements and notes thereto included in our Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (“SEC”) on March 12, 2025. Accordingly, certain significant accounting policies and other disclosures normally provided have been omitted from the accompanying
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Condensed Consolidated Financial Statements and related notes since such items are disclosed in our audited financial statements.
Note 3. Summary of Significant Accounting Policies
Use of Estimates
The preparation of consolidated financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities in the consolidated financial statements and accompanying notes. On an ongoing basis, we evaluate our estimates, including those related to the allowance for credit losses, useful lives of property, plant and equipment, incremental borrowing rates for lease liability measurement, fair values of forward purchase and sales contracts, green coffee associated with forward contracts, share-based compensation, contingencies, and income taxes, among others. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ from the estimates and assumptions used in preparing the accompanying condensed consolidated financial statements.
Going Concern
In accordance with Accounting Standards Update (“ASU”) 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (Subtopic 205-40), the Company has the responsibility to evaluate whether conditions and/or events raise substantial doubt about its ability to meet its obligations as they become due within one year after the date that the financial statements are available to be issued. The Company is dependent on borrowings under its Credit Agreement (as defined herein) and cash generated from operations to finance its operations, service its debt requirements, maintain compliance with its covenants, and to fund capital requirements. The Company believes that projected cash flow from operations, including current projections of the timing and amount of cash flows to be generated from our Conway, Arkansas extract and ready-to-drink manufacturing facility (the “Conway Facility”), and available borrowings under its Credit Agreement, as amended, as described in Note 10, will be sufficient to fund operations and to maintain covenant compliance for at least the next twelve months. However, during the nine months ended September 30, 2025, the Company incurred net losses of $
As further discussed in Note 21, on November 4, 2025, the Company sold and issued in a private placement $
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Accounts Receivable and Allowance for Credit Losses
Accounts receivable consist principally of amounts billed and currently due from customers and are generally unsecured and due within
Activity in the allowance for credit losses was as follows:
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||
(Thousands) |
| 2025 |
| 2024 |
| 2025 |
| 2024 | ||||
Balance at beginning of period | $ | | $ | | $ | | $ | | ||||
Charged to selling, general and administrative expense | | | | | ||||||||
Write-offs, net | ( | ( | ( | ( | ||||||||
Total | $ | | $ | | $ | | $ | | ||||
Receivables Purchase Agreement
On June 27, 2025, the Company entered into a receivable purchase agreement (the “Factoring Agreement”) with a third-party financial institution (the “Factor”) through which the Company may sell up to $
During the nine months ended September 30, 2025, the Company received cash proceeds of $
Inventories
Inventories are stated at the lower of cost, determined on the average cost method, or net realizable value. Finished goods and work-in-process include the inventory costs of raw materials, direct labor and manufacturing overhead costs.
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Within our SS&T segment, green coffee associated with our forward contracts is recorded at net realizable value, which approximates market price, consistent with our forward purchase contracts recorded at fair value in accordance with ASC 815, Derivatives and Hedging (“ASC 815”). Green coffee is a commodity with quoted market prices in active markets, may be sold without significant further processing, has predictable and insignificant disposal costs and is available for immediate delivery. We estimate the fair value of green coffee based on the quoted market price at the end of each reporting period, with changes in fair value being reported as a component of costs of sales in our Condensed Consolidated Statements of Operations. For the three and nine months ended September 30, 2025, we recognized $
Capitalized Interest
We capitalize a portion of interest costs incurred related to assets that require a period of time to get them ready for their intended use. The amount of interest capitalized is based on eligible expenditures incurred during the period involved in bringing the assets to their intended use and the Company’s weighted-average interest rate during the period. For the three and nine months ended September 30, 2025, we capitalized $
Supply Chain Finance Program
The Company is party to a supply chain finance program (the “Program”) with a third-party financing provider to provide better working capital usage by deferring payments for certain raw materials of up to $
Green Coffee Repurchase Program
On March 28, 2025, the Company entered into a master commodity purchase and sale agreement (the “Commodity Program”) with a third-party financing provider whereby the Company may enter into commodities purchase and sales, including transactions in which the Company sells green coffee to the financing provider, but retains a right, or obligation, to re-purchase the green coffee at the original sales price, plus a finance charge (“Repo Transactions”). The Commodity Program is uncommitted and may be canceled by the financing provider at any time. At September 30, 2025 and December 31, 2024, the Company had a right, or obligation, to repurchase $
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Restructuring Activities
The Company accounts for exit or disposal activities in accordance with ASC 420, Exit or Disposal Cost Obligations (“ASC 420”). Restructuring charges may include one-time termination benefits related to employee separations, contract termination costs, long-lived asset impairments, and other related costs associated with exit or disposal activities.
The recognition of restructuring charges requires the Company to make certain judgments and estimates regarding the nature, timing and amount of costs associated with the planned exit activity. To the extent the Company’s actual results differ from its estimates and assumptions, the Company may be required to revise the estimates of future liabilities, require the recognition of additional restructuring charges or the reduction of liabilities already recognized. Such changes to previously estimated amounts may be material to the Condensed Consolidated Financial Statements. Restructuring charges are not included in the Company’s measurement of segment profitability as discussed in Note 18.
During the second quarter of 2024, the Company committed to a plan to consolidate its manufacturing operations in its Beverage Solutions segment, which resulted in the closure and sale of its West Winds manufacturing facility in Concord, North Carolina, and the closure of its manufacturing facility in Richmond, California. All production from the impacted facilities was consolidated into other facilities operated by the Company in Concord, North Carolina and Conway, Arkansas.
The closure of the West Winds facility was completed as of June 30, 2024, and the Company completed the sale of the associated land and buildings during the fourth quarter of 2024. Production in our Richmond, California facility ceased during the third quarter of 2024. During the three and nine months ended September 30, 2024, the Company incurred impairment charges of approximately $
In addition, during the second quarter of 2024, the Company committed to targeted restructuring activities to improve operational efficiency by reducing excess workforce capacity. As a result of this reduction, and the impacts of the consolidation of manufacturing facilities noted above, the Company recognized approximately $
The following table summarizes the changes in the Company’s accrual for such employee termination benefits:
Three Months Ended | Nine Months Ended | |||||
September 30, |
| September 30, | ||||
(Thousands) |
| 2025 |
| 2025 | ||
Balance at beginning of period | $ | | $ | | ||
Charges | — | — | ||||
Adjustments | — | ( | ||||
Cash paid | ( | ( | ||||
Balance at end of the period | $ | - | $ | - | ||
On February 12, 2024, following the completion of the Conway Facility, the Company entered into a lease termination agreement for its distribution center located in North Little Rock, Arkansas (the “Gregory Distribution Center”). The Gregory Distribution Center lease terminated, by mutual agreement, on June 30, 2024.
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Equity Method Investments
As discussed in Note 2, on April 1, 2025, the Company entered into an agreement with ECOM that combines Westrock’s and ECOM’s Rwandan export operations. As of September 30, 2025, Westrock holds a
At-the-Market Common Stock Offering Program
We have an effective shelf registration statement on file with the SEC (the “Registration Statement”) to offer and sell various securities from time to time. Under the Registration Statement, we have established an at-the-market common stock offering program (the “ATM Program”) to sell shares of common stock not to exceed
During the three and nine months ended September 30, 2025, the Company sold
Income Taxes
We account for income taxes under the asset and liability method. Deferred tax assets and liabilities are recognized based on the differences between the financial statement carrying amount of assets and liabilities and their respective tax bases, using enacted income tax rates expected to apply when the deferred tax assets and liabilities are expected to be realized or settled. The Company’s foreign subsidiaries file income tax returns and are subject to tax provisions in their respective foreign tax jurisdictions.
A valuation allowance is established to reduce deferred income tax assets if, on the basis of available evidence, it is more likely than not that all or a portion of any deferred tax assets will not be realized. The consideration of available evidence requires significant management judgment including an assessment of the future periods in which the deferred tax assets and liabilities are expected to be realized and projections of future taxable income. Specifically, in assessing the need for a valuation allowance, we consider the reversal of taxable temporary differences, future taxable income, the ability to carryback certain attributes and tax-planning strategies. The ultimate realization of the deferred tax assets, including net operating losses, is dependent upon the generation of future taxable income during the periods prior to their expiration. If our estimates and assumptions about future taxable income are not appropriate, the value of our deferred tax assets may not be recoverable, which may result in an increase to our valuation allowance that will impact current earnings. We re-evaluate our need for a valuation allowance on a quarterly basis.
The effective income tax rates for the nine months ended September 30, 2025 and 2024 were (
On December 20, 2021, the Organization for Economic Co-operation and Development (“OECD”) released Pillar Two Model Rules, which provide for a global minimum tax of 15% on multinational enterprises (“MNEs”). Several foreign countries have enacted Pillar Two legislation since 2023, and while the United States recently reached an agreement with the G7 nations to exempt U.S.-parented MNEs from key aspects of Pillar Two, how and when the exemption will be implemented remains uncertain. The impact of Pillar Two on the Company’s 2025 effective tax rate is expected to be
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minimal. Management will continue to monitor future Pillar Two developments for any impacts to the Company’s effective tax rate.
On July 4, 2025, the One Big Beautiful Bill Act (the “Act”) was signed into law in the United States. The Act contains several provisions related to income taxes, including the extension of many expiring provisions from the Tax Cuts and Jobs Act of 2017, modifications to the international tax framework, and restoration of the favorable tax treatment for certain business provisions, including the interest limitation under Section 163(j). The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2026. The effects of the Act were incorporated into our income tax provision for the nine months ended September 30, 2025 and there was no material impact to our income tax expense for the third quarter of 2025. We will continue to evaluate the impacts of the Act and do not expect the Act to have a material impact to our total tax provision.
Recently adopted accounting pronouncements
ASU 2023-05 – Business Combinations – Joint Venture Formations (Subtopic 805-60): Recognition and Initial Measurement
In August 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-05, “Business Combinations – Joint Venture Formations (Subtopic 805-60): Recognition and Initial Measurement”. The amendments in this update require that a joint venture recognize and initially measure assets contributed and liabilities assumed at fair value upon its formation in the joint venture’s separate financial statements. The amendments in this update are effective prospectively for all joint venture formations with a formation date on or after January 1, 2025, with early adoption permitted. The Company adopted the amendments within ASU 2023-05 effective January 1, 2025. The adoption of this guidance did not have a material impact on our financial position, results of operations or cash flows.
ASU 2023-07 – Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures
In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures”. The amendments in the update are intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant expenses. ASU 2023-07 requires disclosure to include significant segment expenses that are regularly provided to the chief operating decision maker and a description of other segment items by reportable segment. The amendments in the update are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The amendments in the update require retrospective application to all prior periods presented in the financial statements. The Company adopted the amendments within ASU 2023-07 when it became effective, in our 2024 annual reporting, on a retrospective basis. The adoption of this guidance did not have a material impact on our financial position, results of operations or cash flows.
Recently issued accounting pronouncements
ASU 2023-09 – Income Taxes (Topic 740): Improvements to Income Tax Disclosures
In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures”. The amendments in the update relate to the rate reconciliation and income taxes paid disclosure and are intended to improve transparency of income tax disclosures by requiring (1) consistent categories and greater disaggregation of information in the tax reconciliation and (2) income taxes paid disaggregated by jurisdiction. The other amendments in the update are intended to improve comparability of disclosures by (1) adding disclosures of pretax income (or loss) and income tax expense (or benefit) and (2) removing disclosures that no longer are considered cost beneficial or relevant. ASU 2023-09 is effective for annual periods beginning after December 15, 2024, with early adoption permitted for annual financial statements that have not yet been issued or made available for issuance. The amendments in the update should be applied on a prospective basis, with retrospective application permitted. The adoption of ASU 2023-09 will result in additional annual tax disclosures but does not otherwise have a material impact on our financial position, results of operations or cash flows.
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ASU 2024-03 – Income Statement – Reporting Comprehensive Income (Topic 220): Expense Disaggregation Disclosures
In November 2024, the FASB issued ASU 2024-03, “Income Statement – Reporting Comprehensive Income (Topic 220): Expense Disaggregation Disclosures”. The amendments in this update include requirements for public business entities to provide disclosure, in the notes to the financial statements, of specified information about certain costs and expenses. The amendments in this update are effective for annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. The amendments in this update may be applied either prospectively or retrospectively. The Company is currently evaluating the impact that ASU 2024-03 will have on our consolidated financial statements.
ASU 2025-06 – Targeted Improvements to the Accounting for Internal-Use Software (Subtopic 350-40)
On September 18, 2025, the FASB issued ASU No. 2025-06 “Targeted Improvements to the Accounting for Internal-Use Software (Subtopic 350-40)”. ASU 2025-06 removes references to prescriptive and sequential development stages, requiring companies to capitalize internal-use software costs when management commits to funding the software project and it is probable the project will be completed. ASU 2025-06 will be effective for annual and interim periods beginning after December 15, 2027, and can be applied on a prospective, modified prospective, or retrospective basis. The Company is currently evaluating the impact that ASU 2025-06 will have on our consolidated financial statements.
Note 4. Revenue
Revenue from Contracts with Customers (ASC 606)
We measure revenue based on the consideration specified in the client arrangement, and revenue is recognized when the performance obligations in the client arrangement are satisfied. Our principal source of revenue is from the procurement, trade, manufacture, and distribution of coffee, tea and extracts to customers in the United States, Europe, and Asia.
The transaction price of a contract, net of discounts and expected returns, is allocated to each distinct performance obligation based on the relative standalone selling price of the obligation and is recognized as revenue when the performance obligation is satisfied. The standalone selling price is the estimated price we would charge for the good or service in a separate transaction with similar customers in similar circumstances. Identifying distinct performance obligations and determining the standalone selling price for each performance obligation within a contract requires management judgment.
Substantially all our client contracts require that we be compensated for services performed to date. This is upon completion of production, shipment of goods or upon delivery to the customer, depending on contractual terms. Shipping and handling costs paid by the customer to us are included in revenue and costs incurred by us for shipping and handling activities that are performed after a customer obtains control of the product are accounted for as fulfillment costs. In addition, we exclude from net revenue and costs of sales taxes assessed by governmental authorities on revenue-producing transactions. Although we occasionally accept returns of products from our customers, historically returns have not been material.
At times, the Company may enter into agreements in which its SS&T segment will sell inventory to a third party, from whom the Company’s Beverage Solutions segment has an obligation to repurchase. Such transactions are accounted for as financing transactions in accordance with ASC 606. At September 30, 2025 and December 31, 2024, the Company had $
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Revenue from Forward Contracts (ASC 815)
A portion of the Company’s revenues consist of sales from commodity contracts that are accounted for under ASC 815. Sales from commodity contracts primarily relate to forward sales of green coffee which are accounted for as derivatives at fair value under ASC 815. These forward sales meet the definition of a derivative under ASC 815 as they have an underlying, notional amount, no initial net investment and can be net settled since the commodity is readily converted to cash. The Company does not apply the normal purchase and normal sale exception under ASC 815 to these contracts.
Revenues from commodity contracts are recognized in revenues for the contractually stated amount when the contracts are settled. Settlement generally occurs upon shipment or delivery of the product when title and risks and rewards of ownership transfer to the customer. Prior to settlement, these forward sales contracts are recognized at fair value with the unrealized gains or losses recorded within costs of sales on our Condensed Consolidated Statements of Operations. For the three and nine months ended September 30, 2025, we recorded $
For the three and nine months ended September 30, 2025, the Company recognized $
Contract Estimates
The nature of the Company’s contracts gives rise to variable consideration including cash discounts, volume-based rebates, point of sale promotions, and other promotional discounts to certain customers. For all promotional programs and discounts, the Company estimates the rebate or discount that will be granted to the customer and records an accrual upon invoicing. These estimated rebates or discounts are included in the transaction price of the Company’s contracts with customers as a reduction to net revenues and are included as accrued sales incentives in accrued expenses and other current liabilities in the Condensed Consolidated Balance Sheets. Accrued sales incentives were $
We do not disclose the value of unsatisfied performance obligations for contracts (i) with an original expected length of one year or less or (ii) for which the Company recognizes revenue at the amount in which it has the right to invoice as the product is delivered.
Contract Balances
Contract balances relate primarily to advances received from the Company’s customers before revenue is recognized. The Company did not have any material contract liabilities as of September 30, 2025 or December 31, 2024. Revenue recognized during the three and nine months ended September 30, 2025, that was included in the contract liabilities balance as of June 30, 2025 and December 31, 2024, respectively, was not material. Receivables from contracts with customers are included in accounts receivable, net on the Company’s Condensed Consolidated Balance Sheets. At September 30, 2025 and December 31, 2024, accounts receivable, net included $
Contract acquisition costs for obtaining contracts that are deemed recoverable are capitalized as contract costs. Such costs result from the payment of sales incentives and are amortized over the contract life. As of September 30, 2025 and December 31, 2024,
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Disaggregated Revenue
In general, the Company’s business segmentation is aligned according to the nature and economic characteristics of its products and customer relationships and provides meaningful disaggregation of each business segment’s results of operations.
Further disaggregation of revenues from sales to external customers by type and geographic area, based on customer location, for the periods indicated is as follows:
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||
(Thousands) |
| 2025 |
| 2024 |
| 2025 |
| 2024 | ||||
Coffee & tea | $ | | $ | | $ | | $ | | ||||
Flavors, extracts & ingredients | | | | | ||||||||
Other | | | | | ||||||||
Green coffee | | | | | ||||||||
Net sales | $ | | $ | | $ | | $ | | ||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||
(Thousands) |
| 2025 |
| 2024 |
| 2025 |
| 2024 | ||||
United States | $ | | $ | | $ | | $ | | ||||
All other countries | | | | | ||||||||
Net sales | $ | | $ | | $ | | $ | | ||||
For the three and nine months ended September 30, 2025 and 2024, other than the United States, no country accounted for more than 10 percent of our consolidated net sales.
Note 5. Inventories
The following table summarizes inventories as of September 30, 2025 and December 31, 2024:
(Thousands) |
| September 30, 2025 |
| December 31, 2024 | ||
Raw materials | $ | | $ | | ||
Finished goods | | | ||||
Green coffee | | | ||||
Total inventories | $ | | $ | | ||
Green coffee inventories represent green coffee held for resale. At September 30, 2025 and December 31, 2024, all green coffee held for resale was included within our Sustainable Sourcing & Traceability segment.
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Note 6. Property, Plant and Equipment, Net
The following table summarizes property, plant and equipment, net as of September 30, 2025 and December 31, 2024:
(Dollars in Thousands) |
| Depreciable Lives |
| September 30, 2025 |
| December 31, 2024 | ||
Land | $ | | $ | | ||||
Buildings | | | ||||||
Leasehold improvements(1) | | | ||||||
Plant equipment | | | ||||||
Vehicles and transportation equipment | | | ||||||
IT systems | | | ||||||
Furniture and fixtures | | | ||||||
Customer beverage equipment(2) | | | ||||||
Lease right-of-use assets(3) | | | ||||||
Construction in progress and equipment deposits | | | ||||||
| | |||||||
Less: accumulated depreciation | ( | ( | ||||||
Property, plant and equipment, net | $ | | $ | | ||||
1 – Leasehold improvements are amortized over the shorter of their estimated useful lives or the related lease life.
2 – Customer beverage equipment consists of brewers held on site at customer locations.
3 – Lease right-of-use assets are amortized over the shorter of the useful life of the asset or the lease term.
Depreciation expense for the three and nine months ended September 30, 2025 was $
Note 7. Goodwill
The following table reflects the carrying amount of goodwill as of September 30, 2025 and December 31, 2024:
| Beverage |
| ||||
(Thousands) | Solutions | Total | ||||
Balance at December 31, 2024 | ||||||
Goodwill | $ | | $ | | ||
Accumulated impairment loss | ( | ( | ||||
| | |||||
Balance at September 30, 2025 | ||||||
Goodwill | $ | | $ | | ||
Accumulated impairment loss | ( | ( | ||||
$ | | $ | | |||
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Note 8. Intangible Assets, Net
The following table summarizes intangible assets, net as of September 30, 2025 and December 31, 2024:
September 30, 2025 | |||||||||
Accumulated | |||||||||
(Thousands) |
| Cost |
| Amortization |
| Net | |||
Customer relationships | $ | | $ | ( | $ | | |||
Favorable lease asset | | ( | — | ||||||
Software | | ( | | ||||||
Intangible assets, net | $ | | $ | ( | $ | | |||
December 31, 2024 | |||||||||
Accumulated | |||||||||
(Thousands) |
| Cost |
| Amortization |
| Net | |||
Customer relationships | $ | | $ | ( | $ | | |||
Favorable lease asset | | ( | | ||||||
Software | | ( | | ||||||
Intangible assets, net | $ | | $ | ( | $ | | |||
Amortization expense of intangible assets was $
Note 9. Leases
We have operating leases for manufacturing, production, administrative, distribution and warehousing facilities, vehicles and machinery and equipment. Some of our lease agreements have renewal options, tenant improvement allowances, rent holidays and rent escalation clauses. The remaining terms on our leases range from
The following table summarizes the amount of right-of-use lease assets and lease liabilities included in each respective line item on the Company’s Condensed Consolidated Balance Sheets:
(Thousands) |
| Balance Sheet Location |
| September 30, 2025 |
| December 31, 2024 | ||
Right-of-use operating lease assets | Operating lease right-of-use assets | $ | | $ | | |||
Accrued expenses and other current liabilities | | | ||||||
Operating lease liabilities | | | ||||||
During the nine months ended September 30, 2025 and 2024, the Company obtained approximately $
On February 12, 2024, following the completion of its
Depending on the nature of the lease, lease costs are classified within costs of sales or selling, general and administrative expense on the Company’s Condensed Consolidated Statements of Operations. The components of lease costs for the three and nine months ended September 30, 2025 and 2024, respectively, are as follows:
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Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||
(Thousands) | 2025 |
| 2024 | 2025 | 2024 | |||||||
Operating lease cost | $ | | $ | | $ | | $ | | ||||
Short-term lease cost | | | | | ||||||||
Total | $ | | $ | | $ | | $ | | ||||
The following table presents information about the Company’s weighted average discount rate and remaining lease term as of September 30, 2025 and December 31, 2024:
| September 30, 2025 |
| December 31, 2024 | |||
Weighted-average discount rate | ||||||
Weighted-average remaining lease term | ||||||
Supplemental cash flow information about the Company’s leases as of September 30, 2025 and 2024, respectively, is as follows:
Nine Months Ended September 30, | ||||||
(Thousands) |
| 2025 |
| 2024 | ||
Cash paid related to operating lease liabilities | $ | | $ | | ||
Finance lease assets are recorded in property, plant and equipment, net with the corresponding lease liabilities included in accrued expenses and other current liabilities and long-term debt, net on the Condensed Consolidated Balance Sheets. There were
Future minimum lease payments under non-cancellable operating leases as of September 30, 2025 are as follows:
(Thousands) |
| ||
2025 | $ | | |
2026 | | ||
2027 | | ||
2028 | | ||
2029 | | ||
Thereafter | | ||
Total future minimum lease payments | | ||
Less: imputed interest | ( | ||
Present value of minimum lease payments | $ | |
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Note 10. Debt
Our long-term debt at September 30, 2025 and December 31, 2024 is as follows:
(Thousands) |
| September 30, 2025 |
| December 31, 2024 | ||
Term loan facility | $ | | $ | | ||
Delayed draw term loan facility | | | ||||
Revolving credit facility | | | ||||
Convertible notes payable | | | ||||
International trade finance lines | | | ||||
International notes payable | | | ||||
Other loans | | | ||||
Total debt | | | ||||
Unamortized debt costs | ( | ( | ||||
Current maturities of long-term debt | ( | ( | ||||
Convertible notes payable - related party, net | ( | ( | ||||
Short-term debt | ( | ( | ||||
Long-term debt, net | $ | | $ | | ||
Credit Agreement
The Company is party to a credit agreement (as amended, modified or supplemented, the “Credit Agreement”) among the Company, Westrock Beverage Solutions, LLC, as the borrower (the “Borrower”), Wells Fargo Bank, N.A., as administrative agent, collateral agent, and swingline lender, Wells Fargo Securities, LLC, as sustainability structuring agent, and each issuing bank and lender party thereto. The Credit Agreement includes (a) a senior secured first lien revolving credit facility in an aggregate principal amount of $
Borrowings under the Revolving Credit Facility, the Term Loan Facility and the Delayed Draw Term Loan Facility will bear interest, at the Borrower’s option, initially at an annual rate equal to (a) term SOFR plus a credit spread adjustment of
At September 30, 2025, we had $
On February 15, 2024, the Borrower entered into Amendment No. 3 (the “Third Amendment”) to the Credit Agreement. The Third Amendment modified the existing covenant relief period (the “Covenant Relief Period”), which commenced on June 30, 2023 and will end on the earlier to occur of (i) April 1, 2026 and (ii) any date following June 30, 2024, on which the Borrower elects to terminate the Covenant Relief Period subject to satisfaction of certain conditions. During the Covenant Relief Period, the Company’s ability to incur additional indebtedness and make investments, restricted payments and junior debt restricted payments will be more limited. The Third Amendment permits the Company to issue convertible notes, including the Convertible Notes (as defined below).
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During the Covenant Relief Period, the applicable margin for any term SOFR rate loan will range from
The Credit Agreement, as amended through the Third Amendment, required the Borrower to maintain compliance with (i) a secured net leverage ratio at levels ranging from
On January 15, 2025, the Company entered into an Incremental Assumption Agreement and Amendment No. 4 (the “Fourth Amendment”) to the Credit Agreement. The Fourth Amendment expanded the syndicate to include member banks from the Farm Credit System and increased the amount of revolving facility commitments (the “Existing Revolving Facility Commitments”, and any loans thereunder, the “Existing Revolving Loans”) available to the Borrower under the Credit Agreement by $
The Fourth Amendment also modified the secured net leverage ratio that the Company must comply with during the Covenant Relief Period to increase the maximum secured net leverage ratio to (a)
We incurred a total of $
The Term Loan Facility and Delayed Draw Term Loan Facility require quarterly principal payments totaling approximately $
Convertible Notes
On February 15, 2024, the Company sold and issued in a private placement $
The Convertible Notes are carried at amortized cost and are recorded in long-term debt, net and convertible notes payable – related party, net on the Condensed Consolidated Balance Sheets. At September 30, 2025, the carrying value of the Convertible Notes was million, of which $
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Pursuant to the terms of the Convertible Notes, noteholders may convert their Convertible Notes at their option only in the following circumstances: (i) during the period commencing on August 15, 2024, and prior to the close of business on the trading day immediately preceding August 15, 2028, if the closing price for at least
The Company will settle conversions by paying or delivering, as applicable, at the Company’s election, cash, common stock, par value $
International Debt and Lending Facilities
On March 8, 2024, Falcon Coffees Limited (“Falcon”), our subsidiary, renewed its working capital trade finance facility with multiple institutions. The facility size was reduced from $
On August 21, 2024, Falcon amended its working capital trade finance facility, increasing the facility size from $
On March 7, 2025, Falcon renewed its working capital trade finance facility with multiple institutions. The facility size was increased from $
On July 23, 2025, Falcon amended its working capital trade finance facility with multiple institutions. The facility size was increased from $
At September 30, 2025, there was $
On September 28, 2023, we entered into a $
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than the applicable interest period, SOFR for the day which is two U.S. Government Securities Business Days, as defined in the facility, before the Quotation Day, as defined in the facility; or (b) the most recent applicable Term SOFR (as of the Quotation Day) for the shortest period (for which Term SOFR is available) which exceeds the applicable interest period of that loan, in each case plus the applicable margin. At September 30, 2025, there was $
Note 11. Series A Preferred Shares
The Company has
The initial liquidation preference of Westrock Series A Preferred Shares is $
Holders of Westrock Series A Preferred Shares may voluntarily convert their Westrock Series A Preferred Shares into a whole number of Common Shares at any time at a rate equal to the quotient of (a) the liquidation preference as of the applicable conversion date, divided by (b) the conversion price as of the applicable conversion date, which is currently $
After February 26, 2028, any holder of Westrock Series A Preferred Shares may require Westrock to redeem all or any whole number of such holder’s Westrock Series A Preferred Shares in cash, subject to applicable law and the terms of any credit agreement or similar arrangement pursuant to which a third-party lender provides debt financing to Westrock or its subsidiaries, at a redemption price per share equal to the greater of (a) the liquidation preference and (b) the product of (i) the number of Common Shares that would have been obtained from converting
At any time after February 26, 2028, Westrock may redeem, ratably, in whole or, from time to time in part, the Westrock Series A Preferred Shares of any holder then outstanding at the redemption price in cash, equal to the greater of (i) the liquidation preference and (ii) the product of (x) the number of Common Shares that would have been obtained from converting
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incremental price per share on the redemption date to the BBH Investors equal to the difference between $
Upon issuance, the Westrock Series A Preferred Shares were recorded on our Condensed Consolidated Balance Sheets at fair value. Subsequently, the Company will accrete changes in the redemption value from the date of issuance to the earliest redemption date using the effective interest rate method. The accretion will be recorded as a deemed dividend, which adjusts retained earnings (or in the absence of retained earnings, additional paid-in capital) and earnings attributable to common shareholders in computing basic and diluted earnings per share. However, at no time will the Westrock Series A Preferred Shares be reported at a value less than its initial carrying value. For the three and nine months ended September 30, 2025, the Company recorded $
Note 12. Common Stock Warrants
We account for warrants in accordance with the guidance contained in ASC 815, under which the warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, we classify the warrants as liabilities at their fair value and adjust the warrants to fair value at each reporting period. The liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Condensed Consolidated Statements of Operations.
The Company re-measures the fair value of the Westrock Public Warrants (defined below) based on the quoted market price of the Westrock Public Warrants. Prior to the Offer described below, the Westrock Private Warrants (defined below) were valued using a binomial lattice valuation model. For the three and nine months ended September 30, 2024, the Company recognized $
On August 28, 2024, the Company announced that it had commenced an exchange offer (the “Offer”) and consent solicitation (the “Consent Solicitation”) relating to its outstanding (i) public warrants to purchase Common Shares, which warrants trade on The Nasdaq Global Market (the “Nasdaq”) under the symbol “WESTW” (the “Westrock Public Warrants”), and (ii) private placement warrants to purchase Common Shares (the “Westrock Private Warrants” and, together with the Westrock Public Warrants, the “Westrock Warrants”). The Company offered to all holders of the Westrock Warrants the opportunity to receive
The Offer and Consent Solicitation expired on September 26, 2024 (the “Expiration Date”). As of the Expiration Date, (x)
Concurrently with the Offer, the Company also solicited consents from the holders of each of the Westrock Public Warrants and the Westrock Private Warrants to amend that certain Warrant Agreement, dated as of August 25, 2022, by and between the Company and Computershare Inc., a Delaware corporation, and its affiliate, Computershare Trust Company, N.A., a federally chartered trust company, as warrant agent (the “Warrant Agent”), which governs all of the Westrock Warrants (the “Warrant Agreement”), to permit the Company to require that (x) each Westrock Public Warrant that is outstanding upon the closing of the Offer be exchanged for
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Pursuant to the Consent Solicitation, the Company received the approval of holders of approximately
Accordingly, the Company and the Warrant Agent entered into the Warrant Amendment, dated September 30, 2024. On September 30, 2024, the Company announced that it would exercise its right, in accordance with the terms of the Warrant Amendment, to exchange each Westrock Public Warrant that is outstanding following the closing of the Offer for
On October 16, 2024, the Post-Offer Exchange related to the Westrock Public Warrants was completed, resulting in the issuance of
Note 13. Derivatives
We record all derivatives, whether designated in a hedging relationship or not, at fair value on the Condensed Consolidated Balance Sheets. We use various types of derivative instruments including, but not limited to, forward contracts, futures contracts, and options contracts for certain commodities. Forward and futures contracts are agreements to buy or sell a quantity of a commodity at a predetermined future date, and at a predetermined rate or price. Forward contracts are traded over the counter whereas futures contracts are traded on an exchange. Option contracts are agreements to facilitate a potential transaction involving the commodity at a preset price and date.
The accounting for gains and losses that result from changes in the fair values of derivative instruments depends on whether the derivatives have been designated and qualify as hedging instruments and the types of hedging relationships. Derivatives can be designated as fair value hedges, cash flow hedges or hedges of net investments in foreign operations. The changes in the fair values of derivatives that have not been designated and for which hedge accounting is not applied, are recorded in the same line item in our Condensed Consolidated Statements of Operations as the changes in the fair value of the hedged items attributable to the risk being hedged. The changes in fair values of derivatives that have been designated and qualify as cash flow hedges are recorded in accumulated other comprehensive income (loss) (“AOCI”) and are reclassified into the line item in the Condensed Consolidated Statements of Operations in which the hedged items are recorded in the same period the hedged items affect earnings.
For derivatives that will be accounted for as hedging instruments, we formally designate and document, at inception, the financial instrument as a hedge of a specific underlying exposure, the risk management objective and the strategy for undertaking the hedge transaction. In addition, we formally assess both at the inception and at least quarterly thereafter, whether the financial instruments used in hedging transactions are highly effective at offsetting changes in either the fair values or cash flows of the related underlying exposures.
We use cash flow hedges to minimize the variability in cash flows of assets or liabilities or forecasted transactions caused by fluctuations in commodity prices. The changes in fair values of hedges that are determined to be ineffective are immediately reclassified from AOCI into earnings. We did not discontinue any cash flow hedging relationships during the nine months ended September 30, 2025 and 2024.
Within our Beverage Solutions segment, we have entered into coffee futures contracts to hedge our exposure to price fluctuations on green coffee associated with certain price-to-be-fixed purchase contracts, which generally range from to
The notional amount for the coffee futures contracts that were designated and qualified for our commodity cash flow hedging program was
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December 31, 2024, respectively. During the three and nine months ended September 30, 2025, the Company purchased coffee futures contracts and coffee options contracts under our cash flow hedging program with aggregate notional amounts of
Approximately $
Within our Sustainable Sourcing & Traceability segment, the Company’s forward sales and forward purchase contracts are for physical delivery of green coffee in a future period. While the Company considers these contracts to be effective economic hedges, the Company does not designate or account for forward sales or forward purchase contracts as hedges as defined under current accounting standards. See Note 4 for a description of the treatment of realized and unrealized gains and losses on forward sales and forward purchase contracts.
The fair value of our derivative assets and liabilities included in the Condensed Consolidated Balance Sheets are set forth below:
(Thousands) |
| Balance Sheet Location |
| September 30, 2025 |
| December 31, 2024 | ||
Derivative assets designated as cash flow hedging instruments: | ||||||||
Coffee futures contracts(1) | Derivative assets | $ | — | $ | | |||
Options contracts(2) | Derivative assets | — | | |||||
Total | $ | — | $ | | ||||
Derivative assets not designated as cash flow hedging instruments: | ||||||||
Forward purchase and sales contracts | Derivative assets | $ | | $ | | |||
Total | | | ||||||
Total derivative assets | $ | | $ | | ||||
Derivative liabilities designated as cash flow hedging instruments: | ||||||||
Coffee futures contracts(1) | Derivative liabilities | $ | | $ | — | |||
Options contracts(2) | Derivative liabilities | | — | |||||
Total | $ | | $ | — | ||||
Derivative liabilities not designated as cash flow hedging instruments: | ||||||||
Forward purchase and sales contracts | Derivative liabilities | $ | | $ | | |||
Total derivative liabilities | $ | | $ | | ||||
1 – The fair value of coffee futures contracts excludes amounts related to margin accounts.
2 – Options contracts include counterparty netting.
The following table presents the pre-tax net gains and losses for our derivative instruments for the three and nine months ended September 30, 2025 and 2024, respectively:
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Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||
(Thousands) |
| Statement of Operations Location |
| 2025 |
| 2024 |
| 2025 |
| 2024 | ||||
Derivative assets designated as cash flow hedging instruments: | ||||||||||||||
Net realized gains (losses) on coffee derivatives | Costs of sales | $ | | $ | | $ | | $ | | |||||
Derivative assets and liabilities not designated as cash flow hedging instruments: | ||||||||||||||
Net unrealized gains (losses) on forward sales and purchase contracts | Costs of sales | $ | ( | $ | ( | $ | | $ | ( | |||||
Note 14. Fair Value Measurements
ASC 820, Fair Value Measurements, defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. Additionally, the inputs used to measure fair value are prioritized based on a three-level hierarchy. This hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs.
The Company groups its assets and liabilities at fair value in three levels, based on the markets in which the assets and liabilities are traded, and the reliability of the assumptions used to determine fair value. These levels are:
| ● | Level 1—Valuation is based upon quoted prices for identical instruments traded in active markets. |
| ● | Level 2—Valuation is based upon inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly (i.e. interest rate and yield curves observable at commonly quoted intervals, default rates, etc.). Observable inputs include quoted prices for similar instruments in active and non-active markets. Level 2 includes those financial instruments that are valued with industry standard valuation models that incorporate inputs that are observable in the marketplace throughout the full term of the instrument or can otherwise be derived from or supported by observable market data in the marketplace. Level 2 inputs may also include insignificant adjustments to market observable inputs. |
| ● | Level 3—Valuation is based upon one or more unobservable inputs that are significant in establishing a fair value estimate. These unobservable inputs are used to the extent relevant observable inputs are not available and are developed based on the best information available. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value. |
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The following table summarizes the fair value of financial instruments at September 30, 2025:
September 30, 2025 | ||||||||||||
(Thousands) | Level 1 | Level 2 | Level 3 | Total | ||||||||
Assets: | ||||||||||||
Green coffee associated with forward contracts | $ | — | $ | | $ | — | $ | | ||||
Forward purchase and sales contracts | — | | — | | ||||||||
Total | $ | — | $ | | $ | — | $ | | ||||
Liabilities: | ||||||||||||
Coffee futures contracts | $ | | $ | — | $ | — | $ | | ||||
Options contracts(1) | | — | — | | ||||||||
Forward purchase and sales contracts | — | | — | | ||||||||
Total | $ | | $ | | $ | — | $ | | ||||
1 – Options contracts include counterparty netting.
The following table summarizes the fair value of financial instruments at December 31, 2024:
December 31, 2024 | ||||||||||||
(Thousands) | Level 1 | Level 2 | Level 3 | Total | ||||||||
Assets: | ||||||||||||
Green coffee associated with forward contracts | $ | — | $ | | $ | — | $ | | ||||
Coffee futures contracts | | — | — | | ||||||||
Options contracts | | — | — | | ||||||||
Forward purchase and sales contracts | — | | — | | ||||||||
Total | $ | | $ | | $ | — | $ | | ||||
Liabilities: | ||||||||||||
Forward purchase and sales contracts | — | | — | | ||||||||
Total | $ | — | $ | | $ | — | $ | | ||||
Financial instruments consist primarily of cash, accounts receivable, accounts payable, supply chain finance program obligations, inventory repurchase obligations, convertible notes payable, short-term debt and long-term debt. The carrying amount of cash, accounts receivable, accounts payable, short-term debt and the supply chain finance program was estimated by management to approximate fair value due to the relatively short period of time to maturity for those instruments. The Term Loan Facility, Delayed Draw Term Loan Facility and Revolving Credit Facility are carried on the Condensed Consolidated Balance Sheets at amortized cost and are estimated by management to approximate fair value as of September 30, 2025, as the interest rate on these facilities is adjusted for changes in the market rates. The fair value of the Term Loan Facility, Delayed Draw Term Loan Facility and Revolving Credit Facility was determined based on Level 2 inputs under the fair value hierarchy.
Coffee futures contracts and coffee options are valued based on quoted market prices. The estimated fair value for green coffee inventories associated with forward contracts and forward sales and purchase contracts are based on exchange-quoted prices, adjusted for differences in origin, quantity, quality, and future delivery period, as the exchange quoted prices represent standardized terms for the commodity. These adjustments are generally determined using broker or dealer quotes or based upon observable market transactions. As a result, green coffee associated with forward contracts and forward sales and purchase contracts are classified within Level 2 of the fair value hierarchy.
The Convertible Notes are carried on the Condensed Consolidated Balance Sheets at amortized cost. The estimated fair value of the Convertible Notes was $
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Non-financial assets and liabilities, including property, plant and equipment, goodwill and intangible assets are measured at fair value on a non-recurring basis. No events occurred during the three and nine months ended September 30, 2025 or 2024, requiring these non-financial assets and liabilities to be subsequently recognized at fair value, with the exception of the impairment charges on equipment related to the restructuring activities disclosed in Note 3.
At September 30, 2025, the Company had an equity investment with a carrying value of approximately $
Note 15. Accumulated Other Comprehensive Income (Loss)
Changes in accumulated other comprehensive income (loss), net of tax by component for the three and nine months ended September 30, 2025 and 2024 are as follows:
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||
(Thousands) |
| 2025 |
| 2024 |
| 2025 |
| 2024 | ||||
Unrealized gain (loss) on derivative instruments: | ||||||||||||
Balance at beginning of period | $ | ( | $ | | $ | | $ | | ||||
Other comprehensive income (loss) before reclassifications | | | ( | | ||||||||
Amounts reclassified from accumulated comprehensive income | ( | ( | ( | ( | ||||||||
Tax effect | | ( | | ( | ||||||||
Balance at end of period | ( | | ( | | ||||||||
Foreign currency translation adjustment | ||||||||||||
Balance at beginning of period | | | | | ||||||||
Other comprehensive income (loss) before reclassifications | ( | | | | ||||||||
Amounts reclassified from accumulated comprehensive income | ( | — | ( | — | ||||||||
Tax effect | — | — | — | — | ||||||||
Balance at end of period | | | | | ||||||||
Accumulated other comprehensive income (loss) at end of period | $ | ( | $ | | $ | ( | $ | | ||||
Note 16. Equity-Based Compensation
The Company grants restricted stock units (“RSUs”) under the Westrock Coffee Company 2022 Equity Incentive Plan (the “2022 Equity Plan”). RSUs may contain a service, market or performance condition on which vesting is based.
Service-based RSUs vest in equal installments on anniversaries of the grant date over the explicit service period, which ranges from to
Performance-based RSUs vest upon satisfaction of the Company’s achievement of certain pre-defined performance targets during a stated performance period and are subject to the employee’s continuing employment throughout. The Company recognizes the expense relating to these units over the explicit service period, based on the probability of achievement of the performance targets.
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Market-based RSUs vest upon the Company’s achievement of certain stock price targets over a stated measurement period, subject to the employee’s continuing employment throughout. The Company recognizes the expense relating to these units over the derived service period, even if the market condition is not achieved.
The Company recognizes equity-based compensation expense, for its RSU awards, in an amount equal to the grant-date fair value of the respective award. The fair value of service-based RSUs and performance-based RSUs is based on the closing price of the Company’s common stock on the grant date. For market-based RSUs granted during the nine months ended September 30, 2025, the Company estimated the fair value of the market-based RSUs on the grant date using a Monte Carlo simulation model with the following assumptions: (i) expected term of
Compensation costs associated with service-based RSUs and performance-based RSUs are recognized only for those awards that ultimately vest, whereas compensation costs associated with market-based RSUs are recognized even if the market condition is never satisfied.
During the nine months ended September 30, 2025, the Company granted
The following table sets forth the RSU activity under the 2022 Equity Plan for the nine months ended September 30, 2025:
Service-based Restricted Stock Units | Performance-based Restricted Stock Units | Market-based Restricted Stock Units | |||||||||||||
Weighted-Average | Weighted-Average | Weighted-Average | |||||||||||||
Fair Value at | Fair Value at | Fair Value at | |||||||||||||
Units | Grant Date | Units | Grant Date | Units | Grant Date | ||||||||||
Outstanding at December 31, 2024 | | $ | | — | $ | — | — | $ | — | ||||||
Granted | | | | | | | |||||||||
Forfeited | ( | | ( | | ( | | |||||||||
Vested | ( | | — | — | — | — | |||||||||
Outstanding at September 30, 2025 | | $ | | | $ | | | $ | | ||||||
Note 17. Earnings per Share
Westrock Series A Preferred Shares and our RSUs issued under our 2022 Equity Plan are considered participating securities as they receive non-forfeitable rights to dividends at the same rate as Common Shares. As participating securities, we include these instruments in the computation of earnings per share under the two-class method described in ASC 260 Earnings per Share (“ASC 260”).
The dilutive effect of Westrock Series A Preferred Shares and the Convertible Notes is calculated using the if-converted method, which assumes an add-back of any accretion on preferred shares and interest expense associated with the Convertible Notes to net income attributable to shareholders as if the securities were converted to Common Shares at the beginning of the reporting period (or at the time of issuance, if later), and the resulting Common Shares being included in the number of weighted-average units outstanding.
The dilutive effect of time-based option awards and RSUs is calculated using the treasury stock method, while performance-based awards are treated as contingently issuable.
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The following potentially dilutive securities were excluded from the computation of diluted shares for the periods indicated because their inclusion would have an anti-dilutive effect on dilutive earnings (loss) per common share.
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||
(Thousands) |
| 2025 |
| 2024 |
| 2025 |
| 2024 | ||||
Warrants | — | | — | | ||||||||
Restricted stock units | | | | | ||||||||
Options | | | | | ||||||||
If-converted securities | | | | | ||||||||
The following table sets forth the computation of basic and diluted earnings per share under the two-class method for the periods indicated:
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||
(Thousands, except per share data) |
| 2025 |
| 2024 |
| 2025 |
| 2024 | ||||
Basic Earnings per Common Share | ||||||||||||
Numerator: | ||||||||||||
Net income (loss) attributable to common shareholders | $ | ( | $ | ( | $ | ( | $ | ( | ||||
Denominator: | ||||||||||||
Weighted-average common shares outstanding - basic | | | | | ||||||||
Basic earnings (loss) per common share | $ | ( | $ | ( | $ | ( | $ | ( | ||||
Diluted Earnings per Common Share | ||||||||||||
Numerator: | ||||||||||||
Net income (loss) attributable to common shareholders - basic | $ | ( | $ | ( | $ | ( | $ | ( | ||||
Effect of participating securities | — | — | — | — | ||||||||
Effect of non-participating securities | — | — | — | — | ||||||||
Net income (loss) attributable to common shareholders - diluted | $ | ( | $ | ( | $ | ( | $ | ( | ||||
Denominator: | ||||||||||||
Weighted-average common shares outstanding - basic | | | | | ||||||||
Effect of dilutive participating securities | — | — | — | — | ||||||||
Effect of dilutive non-participating securities | — | — | — | — | ||||||||
Weighted-average common shares outstanding - diluted | | | | | ||||||||
Dilutive (loss) earnings per common share | $ | ( | $ | ( | $ | ( | $ | ( | ||||
Note 18. Segment Information
Our
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The Company’s Chief Executive Officer, it’s chief operating decision maker (“CODM”), reviews Segment Adjusted EBITDA for the purpose of making operating decisions, assessing financial performance, and deciding how to allocate resources. Segment Adjusted EBITDA is used by the CODM to review operating trends and to monitor budget-to-actual variances in order to make key operating decisions.
Selected financial data, including a reconciliation of total reportable segments’ Segment Adjusted EBITDA to loss before income taxes and equity in earnings from unconsolidated entities, is presented below for the periods indicated:
Three Months Ended September 30, 2025 | |||||||||
|
| Sustainable |
| ||||||
Beverage | Sourcing & | ||||||||
(Thousands) | Solutions | Traceability | Total | ||||||
Net sales(1) | $ | | $ | | $ | | |||
Segment Adjusted EBITDA | | | | ||||||
Less: | |||||||||
Interest expense | | ||||||||
Depreciation and amortization | | ||||||||
Transaction, restructuring and integration expense | | ||||||||
Equity-based compensation | | ||||||||
Conway extract and ready-to-drink facility pre-production costs | | ||||||||
Conway extract and ready-to-drink facility scale up operating costs | | ||||||||
Mark-to-market adjustments | | ||||||||
(Gain) loss on disposal of property, plant and equipment | | ||||||||
Other | | ||||||||
Loss before income taxes and equity in earnings from unconsolidated entities | $ | ( | |||||||
Total assets | | | | ||||||
| (1) | Excludes $ |
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Three Months Ended September 30, 2024 | |||||||||
|
| Sustainable |
| ||||||
Beverage | Sourcing & | ||||||||
(Thousands) | Solutions | Traceability | Total | ||||||
Net sales(1) | $ | | $ | | $ | | |||
Segment Adjusted EBITDA | | | | ||||||
Less: | |||||||||
Interest expense | | ||||||||
Depreciation and amortization | | ||||||||
Transaction, restructuring and integration expense | | ||||||||
Change in fair value of warrant liabilities | ( | ||||||||
Equity-based compensation | | ||||||||
Impairment charges | | ||||||||
Conway extract and ready-to-drink facility pre-production costs | | ||||||||
Conway extract and ready-to-drink facility scale up operating costs | | ||||||||
Mark-to-market adjustments | | ||||||||
(Gain) loss on disposal of property, plant and equipment | ( | ||||||||
Other | | ||||||||
Loss before income taxes and equity in earnings from unconsolidated entities | $ | ( | |||||||
Total assets | | | | ||||||
| (1) | Excludes $ |
Nine Months Ended September 30, 2025 | |||||||||
|
| Sustainable |
| ||||||
Beverage | Sourcing & | ||||||||
(Thousands) | Solutions | Traceability | Total | ||||||
Net sales(1) | $ | | $ | | $ | | |||
Segment Adjusted EBITDA | | | | ||||||
Less: | |||||||||
Interest expense | | ||||||||
Depreciation and amortization | | ||||||||
Transaction, restructuring and integration expense | | ||||||||
Equity-based compensation | | ||||||||
Conway extract and ready-to-drink facility pre-production costs | | ||||||||
Conway extract and ready-to-drink facility scale up operating costs | | ||||||||
Mark-to-market adjustments | ( | ||||||||
(Gain) loss on disposal of property, plant and equipment | | ||||||||
Other | | ||||||||
Loss before income taxes and equity in earnings from unconsolidated entities | $ | ( | |||||||
Total assets | | | | ||||||
| (1) | Excludes $ |
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Nine Months Ended September 30, 2024 | |||||||||
|
| Sustainable |
| ||||||
Beverage | Sourcing & | ||||||||
(Thousands) | Solutions | Traceability | Total | ||||||
Net sales(1) | $ | | $ | | $ | | |||
Segment Adjusted EBITDA | | | | ||||||
Less: | |||||||||
Interest expense | | ||||||||
Depreciation and amortization | | ||||||||
Transaction, restructuring and integration expense | | ||||||||
Change in fair value of warrant liabilities | ( | ||||||||
Equity-based compensation | | ||||||||
Impairment charges | | ||||||||
Conway extract and ready-to-drink facility pre-production costs | | ||||||||
Conway extract and ready-to-drink facility scale up operating costs | | ||||||||
Mark-to-market adjustments | ( | ||||||||
(Gain) loss on disposal of property, plant and equipment | | ||||||||
Other | | ||||||||
Loss before income taxes and equity in earnings from unconsolidated entities | $ | ( | |||||||
Total assets | | | | ||||||
| (1) | Excludes $ |
Significant segment expense for our reportable segments is presented below for the periods indicated:
Three Months Ended September 30, 2025 | ||||||
|
| Sustainable | ||||
Beverage | Sourcing & | |||||
(Thousands) | Solutions | Traceability | ||||
Net Sales | $ | | $ | | ||
Less: | ||||||
Costs of sales | | | ||||
Employee related(1) | | | ||||
Information technology | | n/a | ||||
Advertising & marketing | | n/a | ||||
Professional fees | | n/a | ||||
Corporate insurance | | n/a | ||||
Freight | | n/a | ||||
Other segment expense(2) | | ( | ||||
Segment Adjusted EBITDA | $ | | $ | | ||
| (1) | Employee related costs are costs reported within selling, general and administrative expense in our Condensed Consolidated Statements of Operations, and include employee salaries, related taxes and benefits, short-term cash incentive compensation and travel and entertainment expenses. |
| (2) |
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Three Months Ended September 30, 2024 | ||||||
|
| Sustainable | ||||
Beverage | Sourcing & | |||||
(Thousands) | Solutions | Traceability | ||||
Net Sales | $ | | $ | | ||
Less: | ||||||
Costs of sales | | | ||||
Employee related(1) | | | ||||
Information technology | | n/a | ||||
Advertising & marketing | | n/a | ||||
Professional fees | | n/a | ||||
Corporate insurance | | n/a | ||||
Freight | | n/a | ||||
Other segment expense(2) | | | ||||
Segment Adjusted EBITDA | $ | | $ | | ||
(1) | Employee related costs are costs reported within selling, general and administrative expense in our Condensed Consolidated Statements of Operations, and include employee salaries, related taxes and benefits, short-term cash incentive compensation and travel and entertainment expenses. |
(2) |
Nine Months Ended September 30, 2025 | ||||||
|
| Sustainable | ||||
Beverage | Sourcing & | |||||
(Thousands) | Solutions | Traceability | ||||
Net Sales | $ | | $ | | ||
Less: | ||||||
Costs of sales | | | ||||
Employee related(1) | | | ||||
Information technology | | n/a | ||||
Advertising & marketing | | n/a | ||||
Professional fees | | n/a | ||||
Corporate insurance | | n/a | ||||
Freight | | n/a | ||||
Other segment expense(2) | | | ||||
Segment Adjusted EBITDA | $ | | $ | | ||
(1) | Employee related costs are costs reported within selling, general and administrative expense in our Condensed Consolidated Statements of Operations, and include employee salaries, related taxes and benefits, short-term cash incentive compensation and travel and entertainment expenses. |
(2) |
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Nine Months Ended September 30, 2024 | ||||||
|
| Sustainable | ||||
Beverage | Sourcing & | |||||
(Thousands) | Solutions | Traceability | ||||
Net Sales | $ | | $ | | ||
Less: | ||||||
Costs of sales | | | ||||
Employee related(1) | | | ||||
Information technology | | n/a | ||||
Advertising & marketing | | n/a | ||||
Professional fees | | n/a | ||||
Corporate insurance | | n/a | ||||
Freight | | n/a | ||||
Other segment expense(2) | | | ||||
Segment Adjusted EBITDA | $ | | $ | | ||
(1) | Employee related costs are costs reported within selling, general and administrative expense in our Condensed Consolidated Statements of Operations, and include employee salaries, related taxes and benefits, short-term cash incentive compensation and travel and entertainment expenses. |
(2) |
Note 19. Commitments and Contingencies
On November 27, 2024, Dairy Farmers of America, Inc. (“DFA”) filed a complaint against the Company and certain current and former employees of the Company in the United States District Court for the Western District of Missouri, which alleged trade secret misappropriation in violation of the Defend Trade Secrets Act and the Missouri Trade Secrets Act and civil conspiracy against the Company. DFA seeks money damages, interest, attorneys’ fees, costs, expenses, and injunctive relief from all defendants. On February 24, 2025, DFA filed an amended complaint, asserting the same causes of action against the Company and adding an individual defendant. On July 1, 2025, the United States District Court for the Western District of Missouri granted the Company’s motion to transfer the case to the United States District Court for the Eastern District of Arkansas, Case No. 4:25-cv-00662-JM. On July 14, 2025, DFA filed a second amended complaint, adding Westrock Beverage Company, LLC as a defendant, withdrawing the claim for civil conspiracy, and adding a claim seeking to pierce the corporate veil between the Company and Westrock Beverage Company, LLC. The Company and Westrock Beverage Company, LLC filed an answer on July 28, 2025, denying the allegations contained in DFA’s complaint, and also filed a motion to dismiss the veil-piercing claim. On October 28, 2025, the Court granted the motion to dismiss the veil-piercing claim.
Discovery has commenced, and a date has not yet been set for a trial in this matter. The Company intends to defend this matter vigorously and seek all recourse available to it, and, because it is still in its preliminary stages, we have not yet determined what effect this lawsuit will have, if any, on our financial position or results of operations.
We are subject to various other claims and legal proceedings with respect to matters such as governmental regulations, and other actions arising out of the normal course of business. Management believes that the resolution of these matters will not have a material adverse effect on our financial position, results of operations, or cash flow.
We have future purchase obligations of $
At September 30, 2025, we had
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million of such obligations. The liability for these obligations is recorded within accrued expenses and other current liabilities on the Company’s Condensed Consolidated Balance Sheets.
At September 30, 2025, we had a right or obligation to repurchase $
Note 20. Related Party Transactions
In February 2024, the Company sold and issued Convertible Notes to Westrock Group, LLC (an affiliate of Scott Ford, the Company’s Chief Executive Officer and a member of the board of directors of the Company, “Westrock Group”), Wooster Capital, LLC (an affiliate of Joe Ford, chairman of the board of directors) and HF Direct Investments Pool, LLC (a holder of more than
The Condensed Consolidated Financial Statements reflect the following transactions with related parties:
(Thousands) |
| September 30, 2025 |
| December 31, 2024 | ||
Accrued expenses and other current liabilities | ||||||
Westrock Group | $ | | $ | | ||
Wooster Capital | | | ||||
HF Direct Investments Pool, LLC | | | ||||
Total | $ | | $ | | ||
(Thousands) |
| September 30, 2025 |
| December 31, 2024 | ||
Convertible notes payable - related party, net: | ||||||
Westrock Group | $ | | $ | | ||
Wooster Capital | | | ||||
HF Direct Investments Pool, LLC | | | ||||
Total | | | ||||
Unamortized debt costs | ( | ( | ||||
Total | $ | | $ | | ||
Nine Months Ended September 30, | ||||||
(Thousands) |
| 2025 |
| 2024 | ||
Interest expense: | ||||||
Westrock Group | $ | | $ | | ||
Wooster Capital | | | ||||
HF Direct Investments Pool, LLC | | | ||||
Total | $ | | $ | | ||
In addition, the Company reimburses Westrock Group for the usage of a corporate aircraft, and its portion of shared administrative expenses. For the three and nine months ended September 30, 2025, the Company recognized expenses of $
During the three and nine months ended September 30, 2025, Falcon purchased $
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Note 21. Subsequent Events
On November 4, 2025, the Company sold and issued in a private placement $
The Company will settle conversions by paying or delivering, as applicable, at the Company’s election, cash, Common Shares or a combination of cash and Common Shares. The initial conversion price of the 2031 Convertible Notes is $
The 2031 Convertible Notes do not contain any financial or operating covenants or restrictions on the payments of dividends, the incurrence of indebtedness or the issuance or repurchase of securities by the Company or any of its subsidiaries. The 2031 Convertible Notes contain customary terms regarding events of default. If any event of default (other than certain events of bankruptcy, insolvency or reorganization involving the Company) occurs and is continuing, then each noteholder may, by written notice to the Company, declare the principal amount of, and all accrued and unpaid interest on, such noteholder’s 2031 Convertible Notes to become due and payable immediately. If an event of default involving certain events of bankruptcy, insolvency or reorganization occurs, then the principal amount of, and all accrued and unpaid interest on, all of the 2031 Convertible Notes then outstanding will immediately become due and payable without any further action or notice by any person.
The purchasers of the 2031 Convertible Notes include, among others, HF Direct Investments Pool, LLC (a holder of more than
On November 4, 2025, the Company entered into Amendment No. 5 (the “Fifth Amendment”) to the Credit Agreement. The Fifth Amendment modified the existing Covenant Relief Period, which commenced on June 30, 2023, and will end on the earlier to occur of (i) October 1, 2026 and (ii) any date following June 30, 2024, on which the Borrower elects to terminate the Covenant Relief Period subject to satisfaction of certain conditions.
During the Covenant Relief Period, the Borrower’s ability to incur additional indebtedness and make investments, restricted payments and junior debt restricted payments is more limited. The Fifth Amendment will permit the Borrower to issue convertible notes, including the 2031 Convertible Notes.
The Fifth Amendment modified the secured net leverage ratio that the Company must comply with during the Covenant Relief Period to increase the maximum secured net leverage ratio to (a)
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permit the interest coverage ratio as of the last day of any test period to be less than (a) on and prior to December 31, 2025,
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following Management’s Discussion and Analysis of Financial Condition and Results of Operations describes the principal factors affecting the results of operations, financial condition, and changes in financial condition for the three and nine months ended September 30, 2025. This discussion should be read in conjunction with the accompanying Condensed Consolidated Financial Statements, and the notes thereto set forth in Part I, Item 1 of this Quarterly Report on Form 10-Q and our December 31, 2024 Audited Consolidated Financial Statements and notes thereto included in our Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (“SEC”) on March 12, 2025.
Overview
Westrock Coffee Company, a Delaware corporation (the “Company,” “Westrock,” “we,” “us,” or “our”), is a leading integrated coffee, tea, flavors, extracts, and ingredients solutions provider in the United States, providing coffee sourcing, supply chain management, product development, roasting, packaging, and distribution services to the retail, food service and restaurant, convenience store and travel center, non-commercial account, CPG, and hospitality industries around the world.
Our platform is built upon four fundamental pillars that enable us to positively impact the coffee, tea, flavors, extracts, and ingredients ecosystems from crop to cup: (i) we operate a transparent supply chain, (ii) we develop innovative beverage solutions tailored to our customers’ specific needs, (iii) we deliver a high quality and comprehensive set of products to our customers, and (iv) we leverage our scaled international presence to serve our blue-chip customer base. These four tenets comprise the backbone of our platform and position us as a leading provider of value-added beverage solutions. By partnering with Westrock, our customers also benefit from the benchmark-setting responsible sourcing policies and strong Environmental, Social, and Governance focus surrounding our products, top tier consumer insights, and a differentiated product ideation process. Leading brands choose us because we are singularly positioned to meet their needs, while simultaneously driving a new standard for sustainably and responsibly sourced products.
We operate our business in two segments: Beverage Solutions and Sustainable Sourcing & Traceability (“SS&T”).
Beverage Solutions: Through this segment, we combine our product innovation and customer insights to provide value-added beverage solutions, including coffee, tea, flavors, extracts, and ingredients. We provide products in a variety of packaging, including branded and private label coffee in bags, fractional packs, single serve cups, multi-serve bottles and ready-to-drink bottles and cans, as well as extract solutions to be used in products such as cold brew and ready-to-drink offerings. Currently, we serve customers in the United States, Europe, and Asia through the retail, food service and restaurant, convenience store and travel center, non-commercial account, CPG and hospitality industries.
Sustainable Sourcing & Traceability: Through this segment, we utilize our proprietary technology and digitally traceable supply chain to directly impact and improve the lives of our farming partners, provide tangible economic empowerment and emphasize environmental accountability and farmer literacy. Revenues primarily consist of sales from commodity contracts related to forward sales of green coffee.
Significant Developments
Equity Method Investment and De-Consolidation of Rwanda Trading Company
On April 1, 2025, the Company entered into an agreement with ETC Holdings SA (“ECOM”) that combines Westrock’s and ECOM’s Rwandan export operations (the “Rwandan JV”). This strategic partnership, which was established to trade Arabica coffee from Rwanda and commercially operate wet mill and storage facilities, allows Westrock to scale its operations in Rwanda, improve profitability, and strengthen our ability to provide smallholder farmers and their families the ability to advance their quality of life and economic well-being. The Company contributed its ownership interest in Rwanda Trading Company (“RTC”) and $100,000 in cash in exchange for a 49.9% ownership interest in the Rwandan JV. As a result of the transaction, the Company de-consolidated RTC, de-recognizing $9.3 million of assets, including approximately $2.9 million of cash and cash equivalents, and $10.3 million of liabilities that were previously reported
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within our Sustainable Sourcing & Traceability segment. Upon de-consolidation, the Company recognized a $2.3 million gain, which is recorded in other, net on the Condensed Consolidated Statements of Operations.
Falcon Credit Agreement Amendment
On July 23, 2025, Falcon Coffees Limited (“Falcon”) amended its working capital trade finance facility with multiple institutions. The facility size was increased from $85.0 million to $102.5 million and remains uncommitted and repayable on demand, with certain of Falcon’s assets pledged as collateral against the facility.
Convertible Notes Offering and Credit Agreement Amendment
On November 4, 2025, the Company sold and issued in a private placement $30.0 million in aggregate principal amount of 5.00% convertible senior notes due 2031 (the “2031 Convertible Notes”). The 2031 Convertible Notes will be unsecured and senior obligations of the Company and will accrue interest at a rate of 5.00% per annum. The purchasers of the 2031 Convertible Notes include, among others, HF Direct Investments Pool, LLC (a holder of more than 10% of the outstanding Common Stock), Jeffrey H. Fox Revocable Trust (an affiliate of Jeffrey H. Fox, a member of the board of directors of the Company), and an affiliate of The Stephens Group, LLC (a holder of more than 5% of the outstanding Common Stock).
On November 4, 2025, the Company entered into Amendment No. 5 (the “Fifth Amendment”) to the Credit Agreement (as defined below). The Fifth Amendment modified the existing Covenant Relief Period (as defined below), which commenced on June 30, 2023, and will end on the earlier to occur of (i) October 1, 2026 and (ii) any date following June 30, 2024, on which the Borrower (as defined below) elects to terminate the Covenant Relief Period subject to satisfaction of certain conditions.
For additional information on the 2031 Convertible Notes and Fifth Amendment, see Note 21, “Subsequent Events” to the Condensed Consolidated Financial Statements included in Item I of Part 1 of this Quarterly Report on Form 10-Q and the section below titled “Liquidity and Capital Resources.”
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Results of Operations
Comparison of the Three Months Ended September 30, 2025 and 2024
The following table sets forth our results of operations expressed as dollars and as a percentage of total revenues for the periods indicated:
Three Months | Three Months | ||||||||||||
| Ended |
| % of |
| Ended |
| % of |
| |||||
(Dollars in Thousands) | September 30, 2025 | Revenues |
| September 30, 2024 | Revenues |
| |||||||
Net sales | $ | 354,825 | 100.0 | % | $ | 220,860 | 100.0 | % | |||||
Costs of sales |
| 313,423 |
| 88.3 | % |
| 183,775 |
| 83.2 | % | |||
Gross profit |
| 41,402 |
| 11.7 | % |
| 37,085 |
| 16.8 | % | |||
Selling, general and administrative expense |
| 46,996 |
| 13.2 | % |
| 46,132 |
| 20.9 | % | |||
Transaction, restructuring and integration expense |
| 3,029 |
| 0.9 | % |
| 2,538 |
| 1.1 | % | |||
Impairment charges | — |
| 0.0 | % |
| 1,165 |
| 0.5 | % | ||||
Loss (gain) on disposal of property, plant and equipment |
| 8 |
| 0.0 | % |
| (8) |
| (0.0) | % | |||
Total operating expenses |
| 50,033 |
| 14.1 | % |
| 49,827 |
| 22.6 | % | |||
Loss from operations |
| (8,631) |
| (2.4) | % |
| (12,742) |
| (5.8) | % | |||
Other (income) expense | |||||||||||||
Interest expense | 14,023 | 4.0 | % | 6,889 | 3.1 | % | |||||||
Change in fair value of warrant liabilities |
| — |
| 0.0 | % |
| (5,481) |
| (2.5) | % | |||
Other, net |
| (992) |
| (0.3) | % |
| (10) |
| (0.0) | % | |||
Loss before income taxes and equity in earnings from unconsolidated entities |
| (21,662) |
| (6.1) | % |
| (14,140) |
| (6.4) | % | |||
Income tax expense (benefit) |
| (122) |
| (0.0) | % |
| 84 |
| 0.0 | % | |||
Equity in (earnings) loss from unconsolidated entities |
| (2,437) | (0.7) | % |
| 35 |
| 0.0 | % | ||||
Net loss | $ | (19,103) |
| (5.4) | % | $ | (14,259) |
| (6.5) | % | |||
Amortization of Series A Convertible Preferred Shares | 88 | 0.0 | % | 88 | 0.0 | % | |||||||
Net loss attributable to common shareholders | $ | (19,015) |
| (5.4) | % | $ | (14,171) |
| (6.4) | % | |||
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Net Sales
Three Months Ended September 30, | ||||||
(Thousands) |
| 2025 |
| 2024 | ||
Beverage Solutions | $ | 263,029 | $ | 164,010 | ||
Sustainable Sourcing & Traceability(1) |
| 91,796 |
| 56,850 | ||
Total net sales | $ | 354,825 | $ | 220,860 | ||
| (1) | Net of intersegment revenues. |
Net Sales from our Beverage Solutions segment were $263.0 million for the three months ended September 30, 2025, increasing 60.4% compared to $164.0 million for the three months ended September 30, 2024. The increase was primarily due to a $70.9 million increase in the sale of coffee and tea products, driven by an 84.8% increase in single serve cup volumes and a 4.1% increase in core roast and ground coffee volumes, and the year over year growth in coffee commodity prices and the impact of tariffs, which are both passed through to our customers. In addition, sales of flavors, extracts & ingredients products increased $28.5 million, driven by a 59.6% increase in multi-serve bottle volumes and the ramp up in can production at our Conway, Arkansas extract and ready-to-drink manufacturing facility (the “Conway Facility”). The Company notes that single serve volumes have increased during 2025 in part due to the onboarding of a new customer. This customer is currently involved in a pending transaction in which it would be acquired by a competitor of ours within the coffee industry, which has created uncertainty around this customer’s near-term single serve cup commitments. As a result, there can be no assurances that single serve cup volumes reported during the three months ended September 30, 2025 will be achieved in future quarters, which could negatively impact net sales from our Beverage Solutions segment.
Net Sales from our SS&T segment, net of intersegment revenues, were $91.8 million for the three months ended September 30, 2025, increasing 61.5% compared to $56.9 million for the three months ended September 30, 2024. The increase is driven by an increase in the average sales price per pound, which increased 43.1% for the three months ended September 30, 2025, compared to the three months ended September 30, 2024. The increase in the average sales price per pound is directly correlated to the global commodities price. SS&T sales volume increased 15.3% for the three months ended September 30, 2025 compared to the three months ended September 30, 2024.
Costs of Sales
Three Months Ended September 30, | ||||||
(Thousands) |
| 2025 |
| 2024 | ||
Beverage Solutions | $ | 225,812 | $ | 131,762 | ||
Sustainable Sourcing & Traceability |
| 87,611 |
| 52,013 | ||
Total costs of sales | $ | 313,423 | $ | 183,775 | ||
In our Beverage Solutions segment, costs of sales increased $94.1 million to $225.8 million for the three months ended September 30, 2025, compared to the three months ended September 30, 2024. The increase in costs of sales was primarily driven by an increase in sales volumes and the year over year growth in coffee commodity prices and tariffs for the three months ended September 30, 2025, compared to the three months ended September 30, 2024.
In our SS&T segment, costs of sales increased $35.6 million to $87.6 million for the three months ended September 30, 2025, compared to the three months ended September 30, 2024. This increase is primarily due to an increase in green coffee costs driven by an increase in underlying commodities pricings. Costs of sales in our SS&T segment for the three months ended September 30, 2025 included $2.5 million of net unrealized losses on forward sales and purchase contracts and mark-to-market adjustments on green coffee inventory compared to $0.5 million of net unrealized losses for the three months ended September 30, 2024.
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Selling, General and Administrative Expense
Three Months Ended September 30, |
| |||||||||||
2025 | 2024 |
| ||||||||||
|
| % of Segment |
|
| % of Segment |
| ||||||
(Dollars in Thousands) | Amount | Revenues | Amount | Revenues |
| |||||||
Beverage Solutions | $ | 44,145 |
| 16.8 | % | $ | 43,126 |
| 26.3 | % | ||
Sustainable Sourcing & Traceability |
| 2,851 |
| 3.1 | % |
| 3,006 |
| 5.3 | % | ||
Total selling, general and administrative expense | $ | 46,996 |
| 13.2 | % | $ | 46,132 |
| 20.9 | % | ||
Total selling, general and administrative expenses in our Beverage Solutions segment increased $1.0 million to $44.1 million for the three months ended September 30, 2025, compared to the three months ended September 30, 2024. The increase is primarily due to a $5.4 million increase in employee related costs, which include short-term cash incentive compensation, partially offset by a $2.6 million decrease in start-up costs related to our Conway Facility, and a $1.0 million decrease in service expenses. In our SS&T segment, selling, general and administrative costs were relatively unchanged compared to the three months ended September 30, 2024.
Transaction, Restructuring and Integration Expense
Transaction, restructuring and integration expenses for the three months ended September 30, 2025 were $3.0 million, approximately $2.3 million of which related to severance. During the three months ended September 30, 2024, we incurred $2.5 million of transaction, restructuring and integration expenses, approximately $1.4 million of which related to professional and legal costs associated with the Westrock warrant exchange.
Interest Expense
Three Months Ended September 30, | |||||||
(Thousands) |
| 2025 |
| 2024 | |||
Interest expense |
|
|
|
| |||
Cash: |
|
|
|
| |||
Term loan and delayed draw term loan facilities | $ | 4,156 | $ | 4,782 | |||
Revolving credit facility | 3,762 | 2,036 | |||||
Convertible notes payable | 281 | 281 | |||||
Convertible notes payable - related party | 639 | 639 | |||||
Supply chain finance program | 1,746 | 326 | |||||
International trade finance lines |
| 1,845 |
| 1,596 | |||
International notes payable |
| 170 |
| 213 | |||
Other |
| 641 |
| 269 | |||
Total cash interest |
| 13,240 |
| 10,142 | |||
Non-cash: |
|
|
|
| |||
Amortization of deferred financing costs |
| 989 |
| 717 | |||
Capitalized interest | (206) | (3,970) | |||||
Total non-cash interest |
| 783 |
| (3,253) | |||
Total interest expense | $ | 14,023 | $ | 6,889 | |||
Interest expense for the three months ended September 30, 2025 was $14.0 million compared to $6.9 million for the three months ended September 30, 2024. Interest expense associated with our term loan and delayed draw term loan decreased $0.6 million due to decreased outstanding balances, while interest on our revolving credit facility increased $1.7 million, primarily due to higher outstanding borrowings. During the three months ended September 30, 2025, the Company capitalized approximately $0.2 million of interest costs associated with the build-out of our Conway Facility, compared to $4.0 million of such interest costs for the three months ended September 30, 2024.
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Income Tax Expense (Benefit)
Income tax benefit for the three months ended September 30, 2025 was $0.1 million, resulting in an effective tax rate of 0.6%. The effective tax rate for the current period differs from the federal statutory rate primarily due to an increase in the valuation allowance against domestic deferred tax assets. Income tax expense for the three months ended September 30, 2024 was $0.1 million, resulting in an effective tax rate of (0.6)%.
Comparison of the Nine Months Ended September 30, 2025 and 2024
The following table sets forth our results of operations expressed as dollars and as a percentage of total revenues for the periods indicated:
| Nine Months Ended |
| % of |
| Nine Months Ended |
| % of |
| ||||
(Dollars in Thousands) | September 30, 2025 | Revenues |
| September 30, 2024 | Revenues |
| ||||||
Net Sales | $ | 849,480 | 100.0 | % | $ | 621,749 | 100.0 | % | ||||
Costs of sales |
| 737,610 |
| 86.8 | % |
| 505,987 |
| 81.4 | % | ||
Gross profit |
| 111,870 |
| 13.2 | % |
| 115,762 |
| 18.6 | % | ||
Selling, general and administrative expense |
| 141,271 |
| 16.6 | % |
| 142,182 |
| 22.9 | % | ||
Transaction, restructuring and integration expense |
| 7,297 |
| 0.9 | % |
| 9,901 |
| 1.6 | % | ||
Impairment charges | — |
| 0.0 | % |
| 1,996 |
| 0.3 | % | |||
Loss on disposal of property, plant and equipment |
| 15 |
| 0.0 | % |
| 965 |
| 0.2 | % | ||
Total operating expenses |
| 148,583 |
| 17.5 | % |
| 155,044 |
| 24.9 | % | ||
Loss from operations |
| (36,713) |
| (4.3) | % |
| (39,282) |
| (6.3) | % | ||
Other (income) expense | ||||||||||||
Interest expense | 39,741 | 4.7 | % | 21,921 | 3.5 | % | ||||||
Change in fair value of warrant liabilities |
| — |
| 0.0 | % |
| (7,134) |
| (1.1) | % | ||
Other, net |
| (3,962) |
| (0.5) | % |
| 223 |
| 0.0 | % | ||
Loss before income taxes and equity in earnings from unconsolidated entities |
| (72,492) |
| (8.5) | % |
| (54,292) |
| (8.7) | % | ||
Income tax expense (benefit) |
| 1,336 |
| 0.2 | % |
| 1,254 |
| 0.2 | % | ||
Equity in (earnings) loss from unconsolidated entities | (5,944) |
| (0.7) | % |
| 145 |
| 0.0 | % | |||
Net loss | $ | (67,884) |
| (8.0) | % | $ | (55,691) |
| (9.0) | % | ||
Amortization of Series A Convertible Preferred Shares | 260 | 0.0 | % | 262 | 0.0 | % | ||||||
Net loss attributable to common shareholders | $ | (67,624) |
| (8.0) | % | $ | (55,429) |
| (8.9) | % | ||
Net Sales
Nine Months Ended September 30, | ||||||
(Thousands) |
| 2025 |
| 2024 | ||
Beverage Solutions | $ | 635,922 | $ | 485,322 | ||
Sustainable Sourcing & Traceability(1) |
| 213,558 |
| 136,427 | ||
Total net sales | $ | 849,480 | $ | 621,749 | ||
| (1) | Net of intersegment revenues. |
Net Sales from our Beverage Solutions segment were $635.9 million for the nine months ended September 30, 2025, increasing 31.0% compared to $485.3 million for the nine months ended September 30, 2024. The increase was primarily due to a $111.7 million increase in the sale of coffee and tea products, driven by a 17.5% increase in single serve cup volumes, an 8.4% increase in core roast and ground coffee volumes and the year over year growth in coffee commodity prices and tariffs, both of which are passed through to our customers. In addition, sales of flavors, extracts
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& ingredients products increased $39.9 million, driven by the ramp up in operations of the Conway Facility. The Company notes that single serve volumes have increased during 2025 in part due to the onboarding of a new customer. This customer is currently involved in a pending transaction in which it would be acquired by a competitor of ours within the coffee industry, which has created uncertainty around this customer’s near-term single serve cup commitments. As a result, there can be no assurances that single serve cup volumes reported during the nine months ended September 30, 2025 will be achieved in future quarters, which could negatively impact net sales from our Beverage Solutions segment.
Net Sales from our SS&T segment, net of intersegment revenues, were $213.6 million for the nine months ended September 30, 2025, increasing 56.5% compared to $136.4 million for the nine months ended September 30, 2024. The increase is primarily driven by an increase in the average sales price per pound, which increased 44.4% for the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024. The increase in the average sales price per pound is directly correlated to the global commodities price.
Costs of Sales
Nine Months Ended September 30, | ||||||
(Thousands) |
| 2025 |
| 2024 | ||
Beverage Solutions | $ | 541,710 | $ | 383,460 | ||
Sustainable Sourcing & Traceability |
| 195,900 |
| 122,527 | ||
Total costs of sales | $ | 737,610 | $ | 505,987 | ||
In our Beverage Solutions segment, costs of sales increased to $541.7 million for the nine months ended September 30, 2025, from $383.5 million for the nine months ended September 30, 2024. The increase in costs of sales was primarily driven by an increase in the sales volumes, and the year over year growth in coffee commodity prices and tariffs for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024.
In our SS&T segment, costs of sales increased $73.4 million to $195.9 million for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. This increase is primarily due to an increase in coffee commodity prices. Costs of sales in our SS&T segment for the nine months ended September 30, 2025 included $1.0 million of net unrealized gains on forward sales and purchase contracts and mark-to-market adjustments on green coffee inventory compared to $2.7 million of net unrealized gains for the nine months ended September 30, 2024.
Selling, General and Administrative Expense
Nine Months Ended September 30, |
| ||||||||||
2025 | 2024 |
| |||||||||
|
| % of Segment |
|
| % of Segment |
| |||||
(Dollars in Thousands) | Amount | Revenues | Amount | Revenues |
| ||||||
Beverage Solutions | $ | 133,429 |
| 21.0 | % | $ | 133,920 |
| 27.6 | % | |
Sustainable Sourcing & Traceability |
| 7,842 |
| 3.7 | % |
| 8,262 |
| 6.1 | % | |
Total selling, general and administrative expense | $ | 141,271 |
| 16.6 | % | $ | 142,182 |
| 22.9 | % | |
Total selling, general and administrative expenses in our Beverage Solutions segment and our SS&T segment were relatively unchanged compared to the nine months ended September 30, 2024.
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Transaction, Restructuring and Integration Expense
Transaction, restructuring and integration expenses for the nine months ended September 30, 2025 were $7.3 million, approximately $5.0 million of which related to severance and other employee termination and benefit costs associated with the elimination of various positions as part of cost reduction objectives, $0.8 million of plant closure costs and $0.3 million of which related to fees related to the establishment of our accounts receivable factoring agreement. During the nine months ended September 30, 2024, we incurred $9.9 million of transaction, restructuring and integration expenses, approximately $3.5 million of which related to severance and other employee termination and benefit costs associated with the elimination of various positions as part of cost reduction objectives, $2.4 million of which related to the establishment of our at-the-market common stock offering program and $1.4 million of which related to professional and legal costs associated with the Westrock warrant exchange.
Interest Expense
Nine Months Ended September 30, | ||||||
(Thousands) |
| 2025 |
| 2024 | ||
Interest expense |
|
|
|
| ||
Cash: |
|
|
|
| ||
Term loan and delayed draw term loan facilities | $ | 11,965 | $ | 14,312 | ||
Revolving credit facility | 10,879 | 3,863 | ||||
Convertible notes payable | 834 | 697 | ||||
Convertible notes payable - related party | 1,896 | 1,583 | ||||
Supply chain finance program | 5,801 | 4,870 | ||||
International trade finance lines |
| 4,601 |
| 3,604 | ||
International notes payable |
| 515 |
| 611 | ||
Other |
| 1,206 |
| 1,082 | ||
Total cash interest |
| 37,697 |
| 30,622 | ||
Non-cash: |
|
|
|
| ||
Amortization of deferred financing costs |
| 2,881 |
| 2,432 | ||
Capitalized interest | (837) | (11,133) | ||||
Total non-cash interest |
| 2,044 |
| (8,701) | ||
Total interest expense | $ | 39,741 | $ | 21,921 | ||
Interest expense for the nine months ended September 30, 2025 was $39.7 million compared to $21.9 million for the nine months ended September 30, 2024. Interest expense associated with our term loan and delayed draw term loan facilities decreased $2.3 million due to a decrease in outstanding balances, while interest on our revolving credit facility increased $7.0 million, primarily due to higher outstanding borrowings. During the nine months ended September 30, 2025, the Company capitalized approximately $0.8 million of interest costs associated with the build-out of our Conway Facility, compared to $11.1 million of such interest costs for the nine months ended September 30, 2024.
Income Tax Expense (Benefit)
Income tax expense for the nine months ended September 30, 2025 was $1.3 million, resulting in an effective tax rate of (2.0)%. The effective tax rate for the current period differs from the federal statutory rate primarily due to an increase in the valuation allowance against domestic deferred tax assets. Income tax expense for the nine months ended September 30, 2024 was $1.3 million, resulting in an effective tax rate of (2.3)%.
Critical Accounting Estimates
We make certain judgments and use certain estimates and assumptions when applying accounting principles in the preparation of our financial statements. The nature of those estimates and assumptions are material due to the levels of subjectivity and judgment necessary to account for highly uncertain factors or the susceptibility of such factors to change.
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We believe the current assumptions and other considerations used to estimate amounts reflected in our financial statements are appropriate. However, if actual experience differs from the assumptions and other considerations used in estimating amounts reflected in our financial statements, the resulting changes could have a material adverse effect on our results of operations and, in certain situations, could have a material adverse effect on our financial condition.
For further information on our critical accounting estimates, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the notes to our audited financial statements included in our Annual Report on Form 10-K filed with the SEC on March 12, 2025. As of September 30, 2025, there have been no material changes to these estimates.
Key Business Metrics
We use Consolidated Adjusted EBITDA to evaluate our performance, identify trends, formulate financial projections, and to make strategic decisions.
Consolidated Adjusted EBITDA
We refer to EBITDA and Consolidated Adjusted EBITDA in our analysis of our results of operations, which are not required by, or presented in accordance with, accounting principles generally accepted in the United States (“GAAP”). While we believe that net (loss) income, as defined by GAAP, is the most appropriate earnings measure, we also believe that EBITDA and Consolidated Adjusted EBITDA are important non-GAAP supplemental measures of operating performance as they contribute to a meaningful evaluation of the Company’s future operating performance and comparisons to the Company’s past operating performance. The Company believes that providing these non-GAAP financial measures helps investors evaluate the Company’s operating performance, profitability and business trends in a way that is consistent with how management evaluates such performance.
We define “EBITDA” as net (loss) income, as defined by GAAP, before interest expense, provision for income taxes and depreciation and amortization. We define “Consolidated Adjusted EBITDA” as EBITDA before equity-based compensation expense and the impact, which may be recurring in nature, of transaction, restructuring and integration related costs, impairment charges, changes in the fair value of warrant liabilities, non-cash mark-to-market adjustments, certain non-capitalizable costs necessary to place the Conway Facility into commercial production, the write off of unamortized deferred financing costs, costs incurred as a result of the early repayment of debt, gains or losses on dispositions, and other similar or infrequent items (although we may not have had such charges in the periods presented). We believe EBITDA and Consolidated Adjusted EBITDA are important supplemental measures to net (loss) income because they provide additional information to evaluate our operating performance on an unleveraged basis.
Since EBITDA and Consolidated Adjusted EBITDA are not measures calculated in accordance with GAAP, they should be viewed in addition to, and not be considered as alternatives for, net (loss) income determined in accordance with GAAP. Further, our computations of EBITDA and Consolidated Adjusted EBITDA may not be comparable to that reported by other companies that define EBITDA and Consolidated Adjusted EBITDA differently than we do.
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The reconciliation of our net (loss) income to EBITDA and Consolidated Adjusted EBITDA for the three and nine months ended September 30, 2025 and 2024 is as follows:
Three Months Ended September 30, |
| Nine Months Ended September 30, | |||||||||||
(Thousands) |
| 2025 |
| 2024 |
| 2025 |
| 2024 | |||||
Net loss | $ | (19,103) | $ | (14,259) | $ | (67,884) | $ | (55,691) | |||||
Interest expense |
| 14,023 |
| 6,889 |
| 39,741 |
| 21,921 | |||||
Income tax expense (benefit) |
| (122) |
| 84 |
| 1,336 |
| 1,254 | |||||
Depreciation and amortization |
| 13,898 |
| 7,680 |
| 40,669 |
| 23,196 | |||||
EBITDA |
| 8,696 |
| 394 |
| 13,862 |
| (9,320) | |||||
Transaction, restructuring and integration expense |
| 3,029 |
| 2,538 |
| 7,297 |
| 9,901 | |||||
Change in fair value of warrant liabilities | — | (5,481) | — | (7,134) | |||||||||
Equity-based compensation |
| 3,629 |
| 3,028 |
| 11,709 |
| 8,508 | |||||
Impairment charges | — | 1,165 | — | 1,996 | |||||||||
Conway extract and ready-to-drink facility pre-production costs | 5,246 | 7,937 | 18,766 | 30,115 | |||||||||
Mark-to-market adjustments |
| 2,531 |
| 470 |
| (983) |
| (2,692) | |||||
Loss (gain) on disposal of property, plant and equipment |
| 8 |
| (8) |
| 15 |
| 965 | |||||
Other |
| 20 |
| 226 |
| (3,946) |
| 1,506 | |||||
Consolidated Adjusted EBITDA | $ | 23,159 | $ | 10,269 | $ | 46,720 | $ | 33,845 | |||||
Liquidity and Capital Resources
Our principal liquidity needs are to fund operating expenses, meet debt service obligations, and fund investment activities, which include capital expenditures. Our primary sources of liquidity and capital resources are cash on hand, cash provided by operating activities, and available borrowings under our Credit Agreement (as defined herein).
Our ability to generate cash provided by operating activities is dependent on several factors, including our ability to generate net sales and manage costs in line with our expectations. Failure to meet our financial targets, including any adverse impact from changes or further delays in the estimated timing and volume of products to be commercialized in our Conway Facility, may restrict our liquidity and capital resources and our ability to maintain compliance with our financial covenants and may require us to modify, delay, or abandon some of our planned future expansion or development, or to otherwise enact operating cost reductions, which could have a material adverse effect on our business, operating results, financial condition, covenant compliance and ability to achieve our intended business objectives.
Green coffee, which is our primary raw material, is an exchange traded agricultural commodity that is subject to price fluctuations, the reasons for which are outside of the control of the Company. During the year ended December 31, 2024, the exchange traded “C” market price of green coffee increased approximately 70%, and from January 1, 2025 through the date of this Quarterly Report on Form 10-Q, the “C” market price has continued to fluctuate, at times surpassing $4.00 per pound of green coffee, reaching all-time highs. This increase impacts the entire coffee supply chain, as exporters, traders, suppliers, and roasters require increased working capital to fund rising green coffee costs, and without having access to sufficient working capital, supply chain disruptions may emerge.
In addition, our liquidity may be negatively impacted by recently enacted and/or proposed tariffs and trading restrictions that, absent an exemption, would be applied to imported equipment, commodities and packaging materials. The uncertainty around the long-term tariff rates that could be applied to our importation of products into the U.S. presents significant challenges to our operations and supply chain and may result in future results being significantly different than any outlook given. We cannot predict what additional actions might be considered or implemented by the U.S. or its trade partners, particularly in the current geopolitical environment. The uncertainty could also cause disturbances in ocean shipping capacity that could affect our ability to secure ocean freight containers for our products, and create inflationary effects on our costs, in addition to the direct impact of tariffs. For example, recent tariffs targeting Brazil and other coffee-producing nations are currently impacting our ability and the ability of competitors to source coffee and
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have led to increases in the cost of commodities, adversely affecting our profitability. A persistent increase in coffee costs or tariff-impacted equipment or material costs, could adversely affect consumer demand as producers attempt to pass higher costs down the supply chain.
Where possible, we will seek to recover tariff- and inflation-impacted costs by passing these costs onto our customers through periodic pricing increases. However, our pricing increases often lag our cost increases, including increases in commodity costs. A prolonged increase in “C” market prices and/or tariff-impacted costs combined with the near-term costs associated with continuing to build out the remaining portions of the Conway Facility, may require us to evaluate our allocation of working capital, and if we are not able to effectively manage our working capital, or do not have access to sufficient working capital to meet our purchasing needs for green coffee, other commodity inputs, ingredients or supplies (such as materials used in our packaging), we may need to access the debt or equity capital markets, and there is no assurance that we will be able to do so on terms that are favorable to the Company or at all. In addition, we may be required to modify, delay, or abandon some of our planned future expansion or development, or to otherwise enact operating cost reductions, which could have a material adverse effect on our business, operating results, financial condition, covenant compliance and ability to achieve our intended business objectives.
Credit Agreement
The Company is party to a credit agreement (as amended, modified or supplemented, the “Credit Agreement”) among the Company, Westrock Beverage Solutions, LLC, as the borrower (the “Borrower”), Wells Fargo Bank, N.A., as administrative agent, collateral agent, and swingline lender, Wells Fargo Securities, LLC, as sustainability structuring agent, and each issuing bank and lender party thereto. The Credit Agreement includes (a) a senior secured first lien revolving credit facility in an aggregate principal amount of $200.0 million (the “Revolving Credit Facility”), (b) a senior secured first lien term loan facility in an aggregate principal amount of $175.0 million (the “Term Loan Facility”), and (c) incremental term loan commitments in the form of a senior secured delayed draw term loan credit facility (the “Delayed Draw Term Loan Facility”) in the aggregate principal amount of $50.0 million. The Revolving Credit Facility, the Term Loan Facility and the Delayed Draw Term Loan Facility will mature on August 29, 2027. All obligations under the Credit Agreement are guaranteed by the Company and each of the Borrower’s domestic subsidiaries, which comprise our Beverage Solutions segment, and are secured by substantially all of the Company’s assets.
Borrowings under the Revolving Credit Facility, the Term Loan Facility and the Delayed Draw Term Loan Facility will bear interest, at the Borrower’s option, initially at an annual rate equal to (a) term SOFR plus a credit spread adjustment of 0.10% for loans with an interest period of one month, 0.15% for loans with an interest period of three months and 0.25% for loans with an interest period of six months, as applicable, (the “Adjusted Term SOFR”) or (b) the base rate (determined by reference to the greatest of (i) the rate of interest last quoted by The Wall Street Journal in the United States as the prime rate in effect, (ii) the NYFRB Rate from time to time plus 0.50% and (iii) the Adjusted Term SOFR for a one month interest period plus 1.00%, (the “Base Rate”)), in each case plus an applicable margin.
At September 30, 2025, we had $182.5 million of outstanding borrowings under the Revolving Credit Facility, with a weighted average interest rate of 8.1% and we had $2.0 million of standby letters of credit outstanding. At September 30, 2025, the interest rate applicable to our Term Loan Facility was 7.9%, and the interest rate applicable to our Delayed Draw Term Loan Facility was 8.2%.
On February 15, 2024, the Borrower entered into Amendment No. 3 (the “Third Amendment”) to the Credit Agreement. The Third Amendment modified the existing covenant relief period (the “Covenant Relief Period”), which commenced on June 30, 2023 and will end on the earlier to occur of (i) April 1, 2026 and (ii) any date following June 30, 2024, on which the Borrower elects to terminate the Covenant Relief Period subject to satisfaction of certain conditions. During the Covenant Relief Period, the Company’s ability to incur additional indebtedness and make investments, restricted payments and junior debt restricted payments will be more limited. The Third Amendment permits the Company to issue convertible notes, including the Convertible Notes (as defined herein).
During the Covenant Relief Period, the applicable margin for any term SOFR rate loan will range from 3.00% to 4.00% and for any ABR loan will range from 2.00% to 3.00%, in each case depending on the secured net leverage ratio. After the Covenant Relief Period, the applicable margin for any term SOFR rate loan will range from 2.00% to 3.00% and for any ABR loan will range from 1.00% to 2.00%, in each case depending on the secured net leverage ratio.
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The Credit Agreement, as amended through the Third Amendment, required the Borrower to maintain compliance with (i) a secured net leverage ratio at levels ranging from 4.50:1.00 to 6.25:1.00 and stepping down to 4.50:1.00 by April 2026 (which has been further amended by the Fourth Amendment, as discussed below) and (ii) an interest coverage ratio of at least 1.50:1.00 on and prior to September 30, 2025 and at least 2.00:1.00 on December 31, 2025 and thereafter. The Credit Agreement, as amended through the Third Amendment, also included (i) a minimum liquidity covenant requiring the Borrower not to permit its liquidity, measured as of the last business day of each calendar month commencing March 29, 2024, to be less than $15.0 million and (ii) an anti-cash hoarding covenant, which shall be effective only during the Covenant Relief Period, requiring the Borrower to have no more than $20.0 million of unrestricted cash on the last day of each calendar month when revolving loans or letters of credit are outstanding or on the date of borrowing of a revolving loan. Failure to comply with these covenants or make payments when due could result in an event of default, which, if not cured or waived, could accelerate our repayment obligations under the Credit Agreement and could result in a default and acceleration under other agreements containing cross-default provisions. Under these circumstances, we might not have sufficient funds or other resources to satisfy all of our obligations.
The Company believes that its secured net leverage under the Credit Agreement is important to the understanding of the Company’s financial condition and liquidity. At September 30, 2025, the Company’s secured net leverage ratio was 4.58:1.00, compared to a maximum allowable ratio of 5.50:1.00, with such calculation set forth below:
(Thousands, except leverage ratio) |
|
| Trailing Twelve-Months | |
Beverage Solutions Segment Adjusted EBITDA | $ | 67,517 | ||
Permissible credit agreement adjustments1 | 8,612 | |||
Trailing Twelve-Months Credit Agreement Adjusted EBITDA | $ | 76,129 | ||
End of period: | ||||
Term loan facility | $ | 148,750 | ||
Delayed draw term loan facility | 46,250 | |||
Revolving credit facility | 182,500 | |||
Letters of credit outstanding | 1,980 | |||
Secured debt | 379,480 | |||
Beverage Solutions unrestricted cash and cash equivalents | (31,134) | |||
Secured net debt | $ | 348,346 | ||
Beverage Solutions Credit Agreement secured net leverage ratio | 4.58x | |||
| (1) | – Consists primarily of pro forma run-rate impact of cost savings initiatives, as permitted by the Credit Agreement. |
A reconciliation of trailing twelve-months Beverage Solutions Adjusted EBITDA is as follows:
(Thousands) | ||||
Year ended December 31, 2024 | $ | 53,639 | ||
Nine months ended September 30, 2025 | 49,675 | |||
Nine months ended September 30, 2024 | (35,797) | |||
Trailing Twelve-Months Beverage Solutions Adjusted EBITDA | $ | 67,517 |
The Term Loan Facility and Delayed Draw Term Loan Facility require quarterly principal payments totaling approximately $4.2 million (1.875% of the original principal balance), increasing to approximately $5.6 million (2.5% of the original principal balance) during the final year of the agreements.
On January 15, 2025, the Company entered into an Incremental Assumption Agreement and Amendment No. 4 (the “Fourth Amendment”) to the Credit Agreement. The Fourth Amendment expanded the syndicate to include member banks from the Farm Credit System and increased the amount of revolving facility commitments (the “Existing Revolving Facility Commitments”, and any loans thereunder, the “Existing Revolving Loans”) available to the Borrower
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under the Credit Agreement by $25.0 million (the “Incremental Revolving Facility Commitments” and any loans thereunder, the “Incremental Revolving Loans”). The amount of revolving facility commitments available to the Borrower under the Credit Agreement, as amended, is $200.0 million. The Incremental Revolving Facility Commitments and the Incremental Revolving Loans are subject to the same interest rates, commitment fees, maturity dates and other terms as the Existing Revolving Facility Commitments and the Existing Revolving Loans.
The Fourth Amendment also modified the secured net leverage ratio that the Company must comply with during the Covenant Relief Period to increase the maximum secured net leverage ratio to (a) 6.00x for the test period ending June 30, 2025, (b) 5.50x for the test period ending September 30, 2025, and (c) 5.25x for the test period ending December 31, 2025. In addition, the minimum liquidity covenant will not apply after the Covenant Relief Period ends. As of the date of this Quarterly Report on Form 10-Q, the Company was in compliance with its financial covenants.
We incurred a total of $1.4 million in financing fees in connection with the Fourth Amendment. The fees were allocated to the Revolving Credit Facility, are reported within other long-term assets on the Condensed Consolidated Balance Sheets and are being amortized ratably over the remaining term of the Revolving Credit Facility.
On November 4, 2025, the Company entered into Amendment No. 5 (the “Fifth Amendment”) to the Credit Agreement. The Fifth Amendment modified the existing Covenant Relief Period, which commenced on June 30, 2023, and will end on the earlier to occur of (i) October 1, 2026 and (ii) any date following June 30, 2024, on which the Borrower elects to terminate the Covenant Relief Period subject to satisfaction of certain conditions.
During the Covenant Relief Period, the Borrower’s ability to incur additional indebtedness and make investments, restricted payments and junior debt restricted payments is more limited. The Fifth Amendment will permit the Borrower to issue convertible notes, including the 2031 Convertible Notes (as discussed below).
The Fifth Amendment modified the secured net leverage ratio that the Company must comply with during the Covenant Relief Period to increase the maximum secured net leverage ratio to (a) 5.50x for the test period ending December 31, 2025, (b) 5.25x for the test period ending March 31, 2026, (c) 5.00x for the test period ending June 30, 2026, (d) 4.50x for the test period ending September 30, 2026 and (e) 4.00x for the test period ending December 31, 2026. In addition, the Fifth Amendment lowered the interest coverage ratio that the Company must comply with to permit the interest coverage ratio as of the last day of any test period to be less than (a) on and prior to December 31, 2025, 1.50x, (b) on January 1, 2026 and on or prior to September 30, 2026, 1.75x and (z) on October 1, 2026 and thereafter, 2.00x.
Convertible Notes
On February 15, 2024, the Company sold and issued in a private placement $72.0 million in aggregate principal amount of 5.00% convertible senior notes due 2029 (the “Convertible Notes”), of which $50.0 million was from related parties. The Convertible Notes are unsecured, senior obligations of the Company and accrue interest at a rate of 5.00% per annum.
The Convertible Notes are carried at amortized cost and are recorded in long-term debt, net and convertible notes payable – related party, net on the Condensed Consolidated Balance Sheets. At September 30, 2025, the carrying value of the Convertible Notes was $71.7 million, of which $49.8 million was from related parties. We incurred a total of $0.5 million of financing fees in connection with the Convertible Notes, which were ratably allocated to the convertible notes payable and the convertible notes payable – related party, respectively, and are being amortized into interest expense over the remaining term of the Convertible Notes utilizing the effective interest rate method.
Pursuant to the terms of the Convertible Notes, noteholders may convert their Convertible Notes at their option only in the following circumstances: (i) during the period commencing on August 15, 2024, and prior to the close of business on the trading day immediately preceding August 15, 2028, if the closing price for at least 20 trading days (whether or not consecutive) during the period of any 30 consecutive trading days in the immediately preceding calendar quarter is equal to or greater than 130% of the conversion price; (ii) during the period commencing on August 15, 2028, and prior to the close of business on the second scheduled trading day immediately preceding February 15, 2029, at any time; and (iii)
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during the 35 trading days following the effective date of certain fundamental change transactions that occur prior to the close of business on the trading day immediately preceding August 15, 2028.
The Company will settle conversions by paying or delivering, as applicable, at the Company’s election, cash, common stock, par value $0.01 per share (“Common Shares”), or a combination of cash and Common Shares. The Company may not issue more than 19.99% of the issued and outstanding Common Shares immediately prior to the issuance of the Convertible Notes in respect of the conversion of the Convertible Notes. The initial conversion price of the Convertible Notes is $12.84, which corresponds to an initial conversion rate of approximately 77.88 Common Shares per $1,000 principal amount of Convertible Notes. The conversion price and conversion rate are subject to customary adjustments.
On November 4, 2025, the Company sold and issued in a private placement $30.0 million in aggregate principal amount of 5.00% convertible senior notes due 2031 (the “2031 Convertible Notes”). The 2031 Convertible Notes will be unsecured and senior obligations of the Company and will accrue interest at a rate of 5.00% per annum. Noteholders may convert their 2031 Convertible Notes at their option only in the following circumstances: (A) during the period commencing on May 4, 2026, and prior to the close of business on the trading day immediately preceding August 15, 2030, if the closing price for at least 20 trading days (whether or not consecutive) during the period of any 30 consecutive trading days in the immediately preceding calendar quarter is equal to or greater than 130% of the conversion price; (B) during the period commencing on August 15, 2030, and prior to the close of business on the second scheduled trading day immediately preceding February 15, 2031, at any time; and (C) during the 35 trading days following the effective date of certain fundamental change transactions that occur prior to the close of business on the trading day immediately preceding August 15, 2030.
The Company will settle conversions by paying or delivering, as applicable, at the Company’s election, cash, Common Shares or a combination of cash and Common Shares. The initial conversion price of the 2031 Convertible Notes is $5.25, which corresponds to an initial conversion rate of approximately 190.48 Common Shares per $1,000 principal amount of 2031 Convertible Notes. At this initial conversion price, the 2031 Convertible Notes are convertible into approximately 5.7 million Common Shares. The conversion price and conversion rate are subject to customary adjustments, provided that the Company may not issue more than 19.99% of the issued and outstanding Common Shares immediately prior to the issuance of the 2031 Convertible Notes in respect of the conversion of the 2031 Convertible Notes.
The 2031 Convertible Notes do not contain any financial or operating covenants or restrictions on the payments of dividends, the incurrence of indebtedness or the issuance or repurchase of securities by the Company or any of its subsidiaries. The 2031 Convertible Notes contain customary terms regarding events of default. If any event of default (other than certain events of bankruptcy, insolvency or reorganization involving the Company) occurs and is continuing, then each noteholder may, by written notice to the Company, declare the principal amount of, and all accrued and unpaid interest on, such noteholder’s 2031 Convertible Notes to become due and payable immediately. If an event of default involving certain events of bankruptcy, insolvency or reorganization occurs, then the principal amount of, and all accrued and unpaid interest on, all of the 2031 Convertible Notes then outstanding will immediately become due and payable without any further action or notice by any person.
International Debt and Lending Facilities
On March 8, 2024, Falcon renewed its working capital trade finance facility with multiple institutions. The facility size was reduced from $70.0 million to $55.0 million and was uncommitted and repayable on demand, with certain of Falcon’s assets pledged as collateral against the facility. The facility matured one year from inception. Borrowings under the facility bore interest at the borrower’s option at a rate equal to (a) Term SOFR plus a margin of 4.00% plus a liquidity premium set by the lender at the time of borrowing or (b) the Base Rate (determined by reference to the greatest of (i) the Prime Rate, as defined in the facility, at such time, (ii) one-half of 1.00% in excess of the Federal Funds Effective Rate, as defined in the facility, at such time, and (iii) Term SOFR for a one-month tenor in effect at such time plus 1.00%). On August 21, 2024, Falcon amended its working capital trade finance facility, increasing the facility size from $55.0 million to $75.0 million. The interest rates and maturity date were unchanged as a result of the amendment.
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On March 7, 2025, Falcon renewed its working capital trade finance facility with multiple institutions. The facility size was increased from $75.0 million to $85.0 million and remains uncommitted and repayable on demand, with certain of Falcon’s assets pledged as collateral against the facility. The facility will mature one year from inception. Borrowings under the facility will bear interest at the borrower’s option at a rate equal to (a) Term SOFR plus a margin of 4.00% plus a liquidity premium set by the lender at the time of borrowing or (b) the Base Rate (determined by reference to the greatest of (i) the Prime Rate, as defined in the facility, at such time, (ii) one-half of 1.00% in excess of the Federal Funds Effective Rate, as defined in the facility, at such time, and (iii) Term SOFR for a one-month tenor in effect at such time plus 1.00%).
On July 23, 2025, Falcon amended its working capital trade finance facility with multiple institutions. The facility size was increased from $85.0 million to $102.5 million and remains uncommitted and repayable on demand, with certain of Falcon’s assets pledged as collateral against the facility.
At September 30, 2025, there was $84.1 million of outstanding borrowings under the facility, which is recorded in short-term debt in the Condensed Consolidated Balance Sheets. Falcon’s facility contains certain restrictive financial covenants which require Falcon to maintain certain levels of working capital, debt, and net worth. Falcon was in compliance with these financial covenants as of September 30, 2025.
On September 28, 2023, we entered into a $5.0 million unsecured working capital trade finance facility with responsAbility Climate Smart Agriculture & Food Systems Fund through Falcon. The facility will mature on December 31, 2026, and requires stepped repayments of $0.5 million on December 31, 2024, $1.0 million on December 31, 2025 and $3.5 million on December 31, 2026. Borrowings under the facility will bear interest at the borrower’s option at a rate equal to (a) (i) the most recent applicable Term SOFR for the longest period (for which Term SOFR is available) which is less than the applicable interest period of the loan or (ii) if no such Term SOFR is available for a period which is less than the applicable interest period, SOFR for the day which is two U.S. Government Securities Business Days, as defined in the facility, before the Quotation Day, as defined in the facility; or (b) the most recent applicable Term SOFR (as of the Quotation Day) for the shortest period (for which Term SOFR is available) which exceeds the applicable interest period of that loan, in each case plus the applicable margin. At September 30, 2025, there was $4.5 million of outstanding borrowings under the facility, of which $3.5 million and $1.0 million is recorded in long-term debt, net and current maturities of long-term debt, respectively, on the Condensed Consolidated Balance Sheets. Falcon’s facility contains certain restrictive financial covenants which require Falcon to maintain certain levels of working capital, debt, and tangible net worth. Falcon was in compliance with these financial covenants as of September 30, 2025.
Supply Chain Finance Program
The Company is party to a supply chain finance program (the “Program”) with a third-party financing provider to provide better working capital usage by deferring payments for certain raw materials of up to $100.0 million. Under the Program, the financing provider remits payment to the Company’s suppliers for approved invoices, and the Company repays the financing provider the amount of the approved invoices, plus a financing charge, on 180-day terms. The Program is uncommitted, and the financing provider may, at its sole discretion, cancel the Program at any time. The Company may request cancellation of the Program in whole or in respect of one or more approved suppliers. Due to the extension of payment terms beyond the original due date of approved invoices, obligations under the Program are recorded outside of accounts payable, within our supply chain finance program, on our Condensed Consolidated Balance Sheets. As of September 30, 2025, there were $98.7 million obligations outstanding under the Program.
Receivables Purchase Agreement
On June 27, 2025, the Company entered into a receivable purchase agreement (the “Factoring Agreement”) with a third-party financial institution (the “Factor”) through which the Company may sell up to $35.0 million of certain trade receivables on a nonrecourse basis to the Factor. Transactions under the Factoring Agreement qualify for true-sale treatment in accordance with Accounting Standards Codification (“ASC”) 860, Transfers and Servicing (“ASC 860”), whereby receivables sold to the Factor are recorded as a reduction of accounts receivable in the Condensed Consolidated Balance Sheets. As a part of the Factoring Agreement, we perform certain collection and administrative functions for the receivables sold.
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During the nine months ended September 30, 2025, the Company received gross cash proceeds of $113.4 million related to the sale of receivables under the Factoring Agreement, remitted approximately $78.5 million of customer payments to the Factor, and incurred approximately $1.0 million of fees associated with these sales, which are recorded within selling, general and administrative expense on the Condensed Consolidated Statements of Operations. At September 30, 2025, the Company held $7.9 million of customer payments that have yet to be remitted to the Factor, which is recorded within restricted cash on the Condensed Consolidated Balance Sheets.
Green Coffee Repurchase Program
The Company is party to a master commodity purchase and sale agreement (the “Commodity Program”) with a third-party financing provider whereby the Company may enter into commodities purchase and sales, including transactions in which the Company sells green coffee to the financing provider, but retains a right, or obligation, to re-purchase the green coffee at the original sales price, plus a finance charge (“Repo Transactions”). The Commodity Program is uncommitted and may be canceled by the financing provider at any time. At September 30, 2025 and December 31, 2024, the Company had a right, or obligation, to repurchase $11.8 million and $0, respectively, of green coffee from the financing provider. The liability for Repo Transactions is recorded within accrued expenses and other current liabilities on the Company’s Condensed Consolidated Balance Sheets. Cash flows related to Repo Transactions are reported as financing activities in our Condensed Consolidated Statements of Cash Flows.
At-the-Market Common Stock Offering Program
We have an effective shelf registration statement on file with the SEC (the “Registration Statement”) to offer and sell various securities from time to time. Under the Registration Statement, we have established an at-the-market common stock offering program (the “ATM Program”) to sell shares of common stock not to exceed 5,000,000 Common Shares in the aggregate. This program is intended to provide additional financial flexibility and an alternative mechanism to access the capital markets at an efficient cost as and when we need financing, including for acquisitions. During the three and nine months ended September 30, 2025, the Company sold 1,909,676 Common Shares under the ATM Program, generating gross proceeds of $12.1 million. As of September 30, 2025, there were 3,030,324 of remaining shares authorized to be sold under ATM Program.
Current and Long-Term Liquidity
Our liquidity needs are to fund operating expenses, meet debt service obligations, and fund both current and long-term investment activities, which include capital expenditures. We have completed the majority of the capital expenditures related to the Conway Facility and have approximately $15.0 million to expenditures remaining. We believe cash from operations, and borrowings available under the Revolving Credit Facility will provide sufficient cash on-hand to fund our operating expenses, debt service, near-term investment activities and near-term growth strategies, which include, (i) extending and enhancing product offerings through innovation, (ii) expanding our customer base and (iii) continuing to drive margin expansion. However, the Company will continuously evaluate its liquidity needs, especially in light of “C” market price volatility and tariff and trading restrictions (as discussed above) and may seek to opportunistically access additional liquidity, including through either the debt or equity capital markets. If it is determined that we have insufficient liquidity to fund our operating expenses, debt service and near-term investment activities, we may delay and/or reprioritize our near-term growth strategies, which may have an adverse impact on our ability to achieve our growth objectives.
We believe that cash from operations, borrowings available under the Revolving Credit Facility and our ability to obtain future financing will provide sufficient cash on hand to fund our long-term liquidity needs and growth strategies, which include (i) expanding geographically and (ii) finding accretive acquisitions.
Redemptions of Series A Preferred Shares
After February 26, 2028, any holder of Series A Preferred Shares may require Westrock to redeem all or any whole number of such holder’s Series A Preferred Shares in cash, subject to applicable law and the terms of any credit
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agreement or similar arrangement pursuant to which a third-party lender provides debt financing to Westrock or its subsidiaries, at a redemption price per share equal to the greater of (a) the liquidation preference and (b) the product of (i) the number of Common Shares that would have been obtained from converting one Series A Preferred Share on the redemption notice date and (ii) the simple average of the daily volume-weighted average price per Common Share for the ten (10) trading days ending on and including the trading day immediately preceding the redemption notice date. Assuming that the liquidation preference of the Series A Preferred Shares remains $11.50 per share and all 23,510,527 Series A Preferred Shares remain outstanding after February 26, 2028, we estimate an aggregate redemption payment of at least approximately $270.4 million. If Westrock was required by the holders to redeem a significant number of Series A Preferred Shares, Westrock may not have enough cash available (including through draws on its credit facility) for other purposes such as paying dividends on the Common Shares, repurchasing Common Shares, financing acquisitions or other expansions, paying employee incentives and/or executing its business strategy. An outflow of a significant amount of cash from Westrock as a result of redemptions of the Series A Preferred Shares may cause a deterioration in the financial condition of Westrock and our ability to pay our other obligations and/or execute our business strategy. The impact of such redemptions on Westrock will depend, among other things, on the financial condition of Westrock at the time of such redemptions, including the amount of available cash on hand and ability to draw on Westrock’s credit facilities or obtain other sources of financing, the business strategies and objectives of Westrock at that time and the magnitude of such redemptions. Additionally, we may reserve cash, refrain from pursuing other business objectives and/or direct cash away from other business objectives to ensure that we have sufficient available cash to satisfy holder redemptions, and this may adversely affect our business and financial condition and ability to execute on our business strategy.
Contractual and Other Obligations
Our material contractual and other obligations include the payment of principal and interest under our debt obligations and future purchase of inventory obligations. The Term Loan Facility and Delayed Draw Term Loan Facility require quarterly principal payments totaling approximately $4.2 million (1.875% of the original principal balance), increasing to approximately $5.6 million (2.5% of the original principal balance) during the final year of the agreements. We have no other material obligations to pay principal amounts of our long-term debt obligations prior to their maturity.
Future purchase obligations of $218.5 million as of September 30, 2025 consist of commitments for the purchase of inventory over the next 12 months. These obligations represent the minimum contractual obligations expected under the normal course of business. There are no material purchase obligations beyond 12 months.
We have no future obligations to repurchase inventory associated with repurchase agreements in which the Company’s SS&T segment has sold inventory to a third party and from whom the Company’s Beverage Solutions segment has an obligation to repurchase. At December 31, 2024, the Company had $0.6 million of such obligations.
At September 30, 2025, we had a right or obligation to repurchase $11.8 million of inventory associated with Repo Transactions, for which the liability is recorded within accrued expenses and other current liabilities on the Company’s Condensed Consolidated Balance Sheets.
Capital Expenditures
We categorize our capital expenditures as (i) growth, (ii) maintenance, (iii) customer beverage equipment or (iv) other.
We define growth capital expenditures as investments in our manufacturing facilities that will contribute to revenue growth by increasing production capacity, improving production efficiencies, or related to production of new products. Maintenance capital expenditures are those necessary to keep our existing manufacturing equipment fully operational. Customer beverage equipment represents Company-owned equipment that is deployed in our customers’ locations.
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Capital expenditures for the nine months ended September 30, 2025 and 2024 were as follows:
|
|
| Customer |
|
| ||||||||||
Beverage | |||||||||||||||
(Thousands) | Growth | Maintenance | Equipment | Other | Total | ||||||||||
Nine months ended September 30, 2025 | $ | 75,390 | $ | 1,984 | $ | 1,133 | $ | 1,378 | $ | 79,885 | |||||
Nine months ended September 30, 2024 | $ | 137,977 | $ | 1,532 | $ | 745 | $ | 1,197 | $ | 141,451 | |||||
We have completed the majority of the capital expenditures related to the Conway Facility and have approximately $15.0 million to expenditures remaining. If circumstances warrant, we may need to take measures to conserve cash, which may include a suspension, delay, or reduction in growth and/or maintenance capital expenditures. We continually assess our capital expenditure plans in light of developments impacting our business, including the needs of our customers.
Off-Balance Sheet Arrangements
As of the date of this Quarterly Report on Form 10-Q, we do not have any off-balance sheet arrangements.
Recent Accounting Pronouncements
See Note 3, “Summary of Significant Accounting Policies,” to the Condensed Consolidated Financial Statements included in Item I of Part 1 of this Quarterly Report on Form 10-Q for a detailed discussion of recent accounting pronouncements.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
There have been no material changes in the market risks discussed in Item 7A “Quantitative and Qualitative Disclosures About Market Risk” in our Annual Report on Form 10-K filed with the SEC on March 12, 2025.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) that are designed to provide reasonable assurance 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 SEC’s rules and forms and to ensure that information required to be disclosed is accumulated and communicated to our management, including our Principal Executive Officer and Principal Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure.
Our management, with the participation of our Principal Executive Officer and Principal Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of September 30, 2025, the end of the period covered by this Quarterly Report on Form 10-Q. Based on this evaluation, our Principal Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures were effective as of September 30, 2025.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, that occurred during the quarter ended September 30, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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Part II. Other Information
Item 1. Legal Proceedings
A description of legal proceedings can be found in Note 19 “Commitments and Contingencies” to our Condensed Consolidated Financial Statements, included in this report at Part I, Item 1 - Financial Statements, and is incorporated by reference into this Item 1.
Item 1A. Risk Factors
There have been no material changes to the risk factors affecting our business that were described under Item 1A “Risk Factors” discussed in our Annual Report on Form 10-K filed with the SEC on March 12, 2025.
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
(a) None.
(b) None.
(c) | During the three months ended September 30, 2025, none of the Company’s directors or officers (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934) |
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Item 6. Exhibits
Exhibit
Index
Incorporated by Reference | ||||||||||||
Exhibit |
| Exhibit Description |
| Form |
| File No. |
| Exhibit |
| Filing |
| Filed |
3.1 | Certificate of Incorporation of Westrock Coffee Company | 10-Q | 001-41485 | 3.1 | August 29, 2022 | |||||||
3.2 | Bylaws of Westrock Coffee Company | 10-Q | 001-41485 | 3.2 | August 29, 2022 | |||||||
4.1 | Form of Convertible Note of Westrock Coffee Company, dated November 4, 2025 | 8-K | 001-41485 | 4.1 | November 6, 2025 | |||||||
10.1 | Amendment No. 5, dated as of November 4, 2025, among Westrock Beverage Solutions, LLC, as the borrower, the lenders party thereto and Wells Fargo Bank, N.A., as administrative agent | 8-K | 001-41485 | 10.1 | November 6, 2025 | |||||||
31.1 | Chief Executive Officer—Certification pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | * | ||||||||||
31.2 | Chief Financial Officer—Certification pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | * | ||||||||||
32.1 | Chief Executive Officer—Certification pursuant to Rule13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | ** | ||||||||||
32.2 | Chief Financial Officer—Certification pursuant to Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | ** | ||||||||||
101.INS | XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | * | ||||||||||
101.SCH | XBRL Taxonomy Extension Schema Document. | * | ||||||||||
101.CAL | XBRL Taxonomy Calculation Linkbase Document. | * | ||||||||||
101.DEF | XBRL Definition Linkbase Document. | * | ||||||||||
101.LAB | XBRL Taxonomy Label Linkbase Document. | * | ||||||||||
101.PRE | XBRL Taxonomy Presentation Linkbase Document. | * | ||||||||||
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104 | Cover Page Interactive Data File – The Cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document |
* Filed herewith.
** Furnished 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.
Westrock Coffee Company | ||
Date: November 6, 2025 | By: | /s/ T. Christopher Pledger |
Name: | T. Christopher Pledger | |
Title: | Chief Financial Officer and Chief Administrative Officer | |
(Principal Financial Officer) | ||
Date: November 6, 2025 | By: | /s/ Blake Schuhmacher |
Name: | Blake Schuhmacher | |
Title: | Senior Vice President – Chief Accounting Officer | |
(Principal Accounting Officer) | ||
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FAQ
How did WEST’s revenue and profit trend in Q3 2025?
Q3 2025 net sales were $354.8 million versus $220.9 million a year ago. The company reported a net loss of $19.1 million and an operating loss of $8.6 million.
What was Westrock Coffee’s cash position at September 30, 2025?
Cash and cash equivalents were $33.971 million and restricted cash was $14.413 million, totaling $48.384 million.
What were WEST’s operating cash flows year-to-date in 2025?
Net cash used in operating activities for the nine months ended September 30, 2025 was $55.703 million.
How much debt does Westrock Coffee report?
Long‑term debt, net, was $383.534 million and short‑term debt was $84.120 million at September 30, 2025.
Did WEST raise equity through its ATM program in Q3 2025?
Yes. It sold 1,909,676 shares for gross proceeds of $12.1 million; 3,030,324 shares remain authorized.
What subsequent financing did WEST complete after quarter-end?
On November 4, 2025, it issued $30.0 million of 5.00% convertible senior notes due 2031 and amended its credit agreement.
What working capital programs are in use?
Outstanding under the supply chain finance program was $98.7 million; receivables factoring generated $113.4 million in cash year‑to‑date.
