Skip to main content

Westrock Coffee Co

For the period ended Sep 30, 2025. Filed Nov 6, 2025.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2025 · Filed Nov 6, 2025

WEST$8.79-2.2%Stored close · as of Nov 9, 2026

Extracted filing text, with the paragraph anchors used by the comparison.

See the whole filing, with its images and exhibits
Contents

Item 2. Results of Operations

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%​$220,860​100.0%​
Costs of sales​313,42388.3%​183,77583.2%​
Gross profit​41,40211.7%​37,08516.8%​
​​​​​​​​​​​​​​
Selling, general and administrative expense​46,99613.2%​46,13220.9%​
Transaction, restructuring and integration expense​3,0290.9%​2,5381.1%​
Impairment charges​​—0.0%​1,1650.5%​
Loss (gain) on disposal of property, plant and equipment​80.0%​(8)(0.0)%​
Total operating expenses​50,03314.1%​49,82722.6%​
Loss from operations​(8,631)(2.4)%​(12,742)(5.8)%​
​​​​​​​​​​​​​​
Other (income) expense​​​​​​​​​​​​​
Interest expense​​14,023​4.0%​​6,889​3.1%​
Change in fair value of warrant liabilities​—0.0%​(5,481)(2.5)%​
Other, net​(992)(0.3)%​(10)(0.0)%​
Loss before income taxes and equity in earnings from unconsolidated entities​(21,662)(6.1)%​(14,140)(6.4)%​
Income tax expense (benefit)​(122)(0.0)%​840.0%​
Equity in (earnings) loss from unconsolidated entities​(2,437)​(0.7)%​350.0%​
Net loss​$(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)%​

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.

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​$44,14516.8%$43,12626.3%​
Sustainable Sourcing & Traceability​2,8513.1%3,0065.3%​
Total selling, general and administrative expense​$46,99613.2%$46,13220.9%​

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.

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%​$621,749​100.0%
Costs of sales​737,61086.8%​505,98781.4%
Gross profit​111,87013.2%​115,76218.6%
​​​​​​​​​​​​​
Selling, general and administrative expense​141,27116.6%​142,18222.9%
Transaction, restructuring and integration expense​7,2970.9%​9,9011.6%
Impairment charges​​—0.0%​1,9960.3%
Loss on disposal of property, plant and equipment​150.0%​9650.2%
Total operating expenses​148,58317.5%​155,04424.9%
Loss from operations​(36,713)(4.3)%​(39,282)(6.3)%
​​​​​​​​​​​​​
Other (income) expense​​​​​​​​​​​​
Interest expense​​39,741​4.7%​​21,921​3.5%
Change in fair value of warrant liabilities​—0.0%​(7,134)(1.1)%
Other, net​(3,962)(0.5)%​2230.0%
Loss before income taxes and equity in earnings from unconsolidated entities​(72,492)(8.5)%​(54,292)(8.7)%
Income tax expense (benefit)​1,3360.2%​1,2540.2%
Equity in (earnings) loss from unconsolidated entities​​(5,944)(0.7)%​1450.0%
Net loss​$(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

& 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​$133,42921.0%$133,92027.6%
Sustainable Sourcing & Traceability​7,8423.7%8,2626.1%
Total selling, general and administrative expense​$141,27116.6%$142,18222.9%

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.

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)%.

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.