What changed in this filing

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Item 1. Financial Statements

2025-08-07 compared with 2025-05-08 · 312 added, 153 removed, 655 unchanged (42% of the section changed)

3 unchanged sentences

(Thousands, except par value)

March 31, 2025

June 30, 2025

December 31, 2024

24 unchanged sentences

Commitments and contingencies (Note 19)

Series A Convertible Preferred Shares, $ 0.01 par value, 24,000 shares authorized, 23,511 shares and 23,511 shares issued and outstanding at March 31, 2025 and December 31, 2024, respectively, $ 11.50 liquidation value

Series A Convertible Preferred Shares, $ 0.01 par value, 24,000 shares authorized, 23,511 shares and 23,511 shares issued and outstanding at June 30, 2025 and December 31, 2024, respectively, $ 11.50 liquidation value

Shareholders' Equity

Preferred stock, $ 0.01 par value, 26,000 shares authorized, no shares issued and outstanding

Common stock, $ 0.01 par value, 300,000 shares authorized, 94,622 shares and 94,221 shares issued and outstanding at March 31, 2025 and December 31, 2024, respectively

Common stock, $ 0.01 par value, 300,000 shares authorized, 94,708 shares and 94,221 shares issued and outstanding at June 30, 2025 and December 31, 2024, respectively

Additional paid-in-capital

Accumulated deficit

Accumulated other comprehensive income

Accumulated other comprehensive income (loss)

Total shareholders' equity

3 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

(Thousands, except per share data)

2 unchanged sentences

Transaction, restructuring and integration expense

(Gain) loss on disposal of property, plant and equipment

Impairment charges

Loss on disposal of property, plant and equipment

Total operating expenses

13 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

Other comprehensive income (loss), net of tax:

7 unchanged sentences

WESTROCK COFFEE COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (DEFICIT)

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

Comprehensive

1 unchanged sentence

Income (Loss)

Equity (Deficit)

Balance at December 31, 2023

Balance at March 31, 2024

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

Amortization of Series A Convertible Preferred Shares

2 unchanged sentences

Net share settlement of equity awards

Balance at June 30, 2024

Balance at March 31, 2025

Net income (loss)

Amortization of Series A Convertible Preferred Shares

Other comprehensive income (loss)

Equity-based compensation

Net share settlement of equity awards

Balance at June 30, 2025

See accompanying notes to condensed consolidated financial statements.

WESTROCK COFFEE COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(Unaudited) (continued)

Comprehensive

Paid-in Capital

Income (Loss)

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

Amortization of Series A Convertible Preferred Shares

2 unchanged sentences

Net share settlement of equity awards

Balance at March 31, 2025

Balance at June 30, 2024

Balance at December 31, 2024

Net income (loss)

Amortization of Series A Convertible Preferred Shares

Other comprehensive income (loss)

Equity-based compensation

Net share settlement of equity awards

Balance at June 30, 2025

See accompanying notes to condensed consolidated financial statements.

1 unchanged sentence

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Three Months Ended March 31,

Six Months Ended June 30,

Cash flows from operating activities:

1 unchanged sentence

Depreciation and amortization

Impairment charges

Equity-based compensation

3 unchanged sentences

(Gain) loss on disposal of property, plant and equipment

Gain on de-consolidation of Rwanda Trading Company

Mark-to-market adjustments

8 unchanged sentences

Accrued liabilities and other

Net cash (used in) provided by operating activities

Net cash used in operating activities

Cash flows from investing activities:

2 unchanged sentences

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

8 unchanged sentences

Payment of debt issuance costs

Payment of convertible notes payable issuance costs

Net proceeds from (repayments of) repurchase agreements

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

6 unchanged sentences

Property, plant and equipment acquired but not yet paid

The total cash and cash equivalents and restricted cash at March 31, 2025 and 2024 is as follows:

March 31, 2025

March 31, 2024

The total cash and cash equivalents and restricted cash at June 30, 2025 and 2024 is as follows:

June 30, 2025

June 30, 2024

Cash and cash equivalents

Restricted cash

Cash and cash equivalents - held for sale (Note 3)

See accompanying notes to condensed consolidated financial statements.

19 unchanged sentences

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 $ 100,000 in cash in exchange for a 49.9 % ownership interest in the Rwandan JV.

At June 30, 2025, the Company’s investment and maximum exposure to loss is $ 1.6 million, which is recorded in other long-term assets on the Condensed Consolidated Balance Sheets.

As a result of the transaction, the Company has 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 within our Sustainable Sourcing & Traceability (“SS&T”) segment.

Upon de-consolidation, the Company recognized a $ 2.3 million gain during the three months ended June 30, 2025, which is recorded in other, net on the Condensed Consolidated Statements of Operations.

The gain on de-consolidation of RTC is reported as operating activities in the Condensed Consolidated Statements of Cash Flows.

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.

2 unchanged sentences

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 Condensed Consolidated Financial Statements and related notes since such items are disclosed in our audited financial statements.

Accordingly, certain

significant accounting policies and other disclosures normally provided have been omitted from the accompanying Condensed Consolidated Financial Statements and related notes since such items are disclosed in our audited financial statements.

Summary of Significant Accounting Policies

9 unchanged sentences

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 three months ended March 31, 2025, the Company incurred net losses of $ 27.2 million and net cash outflows from operating activities of $22.1 million.

However, during the six months ended June 30, 2025, the Company incurred net losses of $ 48.8 million and net cash outflows from operating activities of $29.1 million.

If we are unable to achieve our profitability growth projections and maintain our covenant leverage ratio and minimum liquidity requirements, as a result of, for example, experiencing any adverse impact of changes or further delays in the estimated timing and volume of products to be commercialized in our Conway Facility over the next twelve months, and generate sufficient cash flows from operations, it may restrict our liquidity and capital resources and our ability to maintain compliance with our financial covenants.

Our liquidity may also 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.

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, which will impact our liquidity.

As further discussed in Note 10, on January 15, 2025, the Company entered into an Incremental Assumption Agreement and Amendment No.

1 unchanged sentence

However, as management’s ability to amend its financial covenants cannot be assured, if necessary, management has committed to delay growth capital expenditures and/or reduce operating expenses, including headcount, salary and/or bonus reductions, all of which are in the Company’s control, as necessary, in order to have adequate liquidity and to remain in compliance with its debt covenants.

As further discussed in Restructuring Activities below, the Company recently consolidated its manufacturing operations, completed the sale of its West Winds facility, and executed a targeted reduction in excess workforce capacity, which were designed to improve operational efficiency.

As further discussed in Restructuring Activities below, during 2024 the Company consolidated its manufacturing operations, completed the sale of its West Winds facility, and executed a targeted reduction in excess workforce capacity, which were designed to improve operational efficiency.

If required, the Company will further reduce operating costs to ensure compliance with its financial covenants.

2 unchanged sentences

Accounts receivable consist principally of amounts billed and currently due from customers and are generally unsecured and due within 30 to 60 days .

A portion of our accounts receivable is not expected to be collected due to non-payment, bankruptcies and deductions.

A portion of our accounts receivable is not expected to be collected due to non-payment, bankruptcies or deductions.

Our accounting policy for the allowance for credit losses requires us to reserve an amount based on the evaluation of the aging of accounts receivable, detailed analysis of high-risk customers’ accounts, and the overall market and economic conditions of our customers.

This evaluation considers the customer demographic, such as

large commercial customers as compared to small businesses or individual customers.

This evaluation considers the customer demographic, such as large commercial customers as compared to small businesses or individual customers.

We consider our accounts receivable delinquent or past due based on payment terms established with each customer.

1 unchanged sentence

Activity in the allowance for credit losses was as follows:

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

Balance at beginning of period

1 unchanged sentence

Write-offs, net

Allowance for credit losses - held for sale (Note 3)

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.

During the six months ended June 30, 2025, the Company received $ 35.0 million of proceeds under the Factoring Agreement, and approximately $ 0.4 million of fees were incurred associated with these sales, which are recorded within selling, general and administrative expense on the Condensed Consolidated Statements of Operations.

Cash received from the sale of receivables under the Factoring Agreement is classified within operating activities in the Condensed Consolidated Statements of Cash Flows, and fees, when incurred, will be recorded within selling, general and administrative expenses in the Condensed Consolidated Statements of Operations.

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.

Within our Sustainable Sourcing & Traceability 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 Accounting Standards Codification (“ASC”) 815, Derivatives and Hedging (“ASC 815”).

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 months ended March 31, 2025 and 2024, we recognized $ 1.5 million of net unrealized losses and $ 0.7 million of net unrealized losses, respectively, on green coffee inventory associated with our forward sales and purchase contracts.

For the three and six months ended June 30, 2025, we recognized $ 9.2 million and $ 10.7 million of net unrealized losses, respectively, on green coffee inventory associated with our forward sales and purchase contracts.

For the three and six months ended June 30, 2024, we recognized $ 1.7 million and $ 1.0 million of net unrealized gains, respectively, on green coffee inventory associated with our forward sales and purchase contracts.

Capitalized Interest

1 unchanged sentence

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 months ended March 31, 2025 and 2024, we capitalized $ 0.2 million and $ 2.8 million of interest costs, respectively.

For the three and six months ended June 30, 2025, we capitalized $ 0.4 million and $ 0.6 million of interest costs, respectively.

For the three and six months ended June 30, 2024, we capitalized $ 4.3 million and $ 7.2 million of interest costs, respectively.

Supply Chain Finance Program

6 unchanged sentences

Amounts paid to the financing provider are reflected as cash outflows from financing activities in our Condensed Consolidated Statements of Cash Flows.

At March 31, 2025 and December 31, 2024, there were $ 95.4 million and $ 78.8 million of obligations outstanding under the Program, respectively.

At June 30, 2025 and December 31, 2024, there were $ 98.3 million and $ 78.8 million of obligations outstanding under the Program, respectively.

Green Coffee Repurchase Program

1 unchanged sentence

The Commodity Program is uncommitted and may be canceled by the financing provider at any time.

At March 31, 2025 and December 31, 2024, the Company had a right, or obligation, to repurchase $ 13.6 million and $ 0 , respectively, of green coffee from the financing provider.

At June 30, 2025 and December 31, 2024, the Company had a right, or obligation, to repurchase $ 9.9 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 recorded within financing activities in our Condensed Consolidated Statements of Cash Flows.

Cash flows related to Repo Transactions are reported as financing activities in our Condensed Consolidated Statements of Cash Flows.

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 with exit or disposal activities.

The recognition of restructuring charges requires the Company to make certain judgements and estimates regarding the nature, timing and amount of costs associated with the planned exit activity.

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.

2 unchanged sentences

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.

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.

The Company estimates total charges related to the plant consolidations of $ 4.0 million, of which $ 3.2 million was incurred during the year ended December 31, 2024 and $ 0.9 million have been incurred during the three months ended March 31, 2025.

During the three and six months ended June 30, 2024, the Company incurred impairment charges of approximately $ 0.8 million on equipment associated with the plant consolidations, which is reported within impairment charges on the Condensed Consolidated Statements of Operations.

The Company incurred total costs related to the plant consolidations of $ 4.0 million, of which $ 3.2 million was incurred during the year ended December 31, 2024 and approximately $ 0.8 million was incurred during the six months ended June 30, 2025.

These charges primarily relate to costs to remove and re-install production equipment into other manufacturing facilities.

1 unchanged sentence

As a result of this reduction, and the impacts of the consolidation of manufacturing facilities noted above, the Company recognized approximately $ 4.7 million of one-time employee severance costs during the year ended December 31, 2024.

At March 31, 2025, approximately $ 0.3 million of such termination benefits were accrued for within accrued expenses and other current liabilities in the Condensed Consolidated Balance Sheets.

The following table summarizes the changes in the Company’s accrual for employee termination benefits:

At June 30, 2025, less than $ 0.1 million of such termination benefits were accrued for within accrued expenses and other current liabilities in the Condensed Consolidated Balance Sheets.

The following table summarizes the changes in the Company’s accrual for such employee termination benefits:

Three Months Ended

Six Months Ended

Balance at beginning of period

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, AR (the “Gregory Distribution Center”).

The Gregory Distribution Center lease terminated, by mutual agreement, on June 30, 2024.

1 unchanged sentence

During the first quarter of 2024, the Company remeasured the Gregory Distribution Center lease liability, and related right-of-use asset, in accordance with ASC 842, Leases , resulting in a reduction of the lease liability and right-of-use asset of approximately $ 3.0 million.

As of June 30, 2024, there was no remaining lease liability or right-of-use assets related to the Gregory Distribution Center recorded in the Condensed Consolidated Balance Sheets.

Assets and Liabilities Held-for-Sale

On April 1, 2025, the Company entered into a joint venture with ETC Holdings SA (“ECOM”) that combines Westrock’s and ECOM’s Rwandan export operations.

At March 31, 2025, the assets and liabilities of the Company’s Rwandan operations, which are reported within the Company’s Sustainable Sourcing & Traceability segment , met the criteria to be presented as held-for-sale.

As such, the Company reported approximately $ 9.3 million of assets and $ 10.3 million of liabilities as held-for-sale in prepaid expenses and other current assets and accrued expenses and other current liabilities, respectively, in the Condensed Consolidated Balance Sheets.

The $ 9.3 million of assets held-for-sale include approximately $ 2.9 million of cash and cash equivalents, $ 1.8 million of accounts receivable, $ 1.7 million of inventories, and $ 2.5 million of property, plant and equipment, net.

The $ 10.3 million of liabilities held-for-sale includes $ 9.4 million of short-term debt.

As of June 30, 2024, there was no remaining lease liability or right-of-use asset related to the Gregory Distribution Center recorded in the Condensed Consolidated Balance Sheets.

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 a result of the transaction, Westrock holds a 49.9 % equity method investment in the joint venture valued at $ 1.6 million, which is reported in other long-term assets on the Condensed Consolidated Balance Sheets.

Our proportionate share of the income or loss of the joint venture is reported in equity in (earnings) loss from unconsolidated entities on the Condensed Consolidated Statements of Operations, and is reported in the results of our SS&T segment.

We account for income taxes under the asset and liability method.

7 unchanged sentences

We re-evaluate our need for a valuation allowance on a quarterly basis.

The effective income tax rates for the three months ended March 31, 2025 and 2024 were ( 7.2 )% and ( 32.6 )%, respectively.

The effective income tax rates for the six months ended June 30, 2025 and 2024 were ( 3.1 )% and ( 2.9 )%, respectively.

The Company’s 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.

The effective tax rate for the three months ended March 31, 2025 differs from the effective tax rate for the same period in 2024 primarily due to the Company’s full year forecasted ordinary income (loss) in the periods and the change in the valuation allowance.

The effective tax rate for the six months ended June 30, 2025 differs from the effective tax rate for the same period in 2024 primarily due to certain permanent differences, including the Global Intangible Low-Taxed Income ("GILTI") inclusion and nondeductible expenses related to executive compensation, and discrete items.

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 entities.

2 unchanged sentences

Management will continue to monitor future Pillar Two legislation in relevant jurisdictions 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 Company is currently evaluating the impact of the Act.

Recently adopted accounting pronouncements

1 unchanged sentence

Recognition and Initial Measurement

In August 2023, the FASB issued ASU 2023-05, “Business Combinations – Joint Venture Formations (Subtopic 805-60):

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”.

11 unchanged sentences

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 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):

7 unchanged sentences

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.

Recently issued accounting pronouncements

ASU 2024-03 – Income Statement – Reporting Comprehensive Income (Topic 220):

13 unchanged sentences

Substantially all our client contracts require that we be compensated for services performed to date.

This is upon shipment of goods or upon delivery to the customer, depending on contractual terms.

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.

1 unchanged sentence

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 Sustainable Sourcing & Traceability segment will sell inventory to a third party, from whom the Company’s Beverage Solutions segment has an obligation to repurchase.

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 March 31, 2025 and December 31, 2024, the Company had $ 0.5 million and $ 0.6 million, respectively, of such repurchase agreement obligations, collateralized by the corresponding inventory, that are recorded within accrued expenses and other current liabilities on the Condensed Consolidated Balance Sheets.

At June 30, 2025 and December 31, 2024, the Company had $ 0.5 million and $ 0.6 million, respectively, of such repurchase agreement obligations, collateralized by the corresponding inventory, that are recorded within accrued expenses and other current liabilities on the Condensed Consolidated Balance Sheets.

Net cash flows associated with these repurchase agreements are reported as financing activities in the Condensed Consolidated Statements of Cash Flows.

7 unchanged sentences

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 months ended March 31, 2025 and 2024, we recorded $ 3.6 million and $ 2.3 million of net unrealized gains, respectively, within costs of sales.

For the three months ended March 31, 2025 and 2024, the Company recognized $ 49.6 million and $ 35.0 million in revenues under ASC 815, respectively, which are reported within the Company’s Sustainable Sourcing & Traceability segment.

For the three and six months ended June 30, 2025, we recorded $ 10.6 million and $ 14.2 million of net unrealized gains, respectively, within costs of sales.

For the three and six months ended June 30, 2024, we recorded $ 0.1 million of net unrealized losses and $ 2.2 million of net unrealized gains, respectively, within costs of sales.

For the three and six months ended June 30, 2025, the Company recognized $ 72.4 million and $ 122.0 million in revenues under ASC 815, respectively, and for the three and six months ended June 30, 2024, the Company recognized $ 44.1 million and $ 79.1 million in revenues under ASC 815, respectively, which are reported within the Company’s SS&T segment.

Contract Estimates

The nature of the Company’s contracts give 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.

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 $ 1.9 million and $ 1.8 million at March 31, 2025 and December 31, 2024, respectively.

Other accrued deductions were $ 2.3 million and $ 2.0 million at March 31, 2025 and December 31, 2024, respectively, and are included as a reduction to accounts receivable, net in the Condensed Consolidated Balance Sheets.

Accrued sales incentives were $ 1.8 million and $ 1.8 million at June 30, 2025 and December 31, 2024, respectively.

Other accrued deductions were $ 2.2 million and $ 2.0 million at June 30, 2025 and December 31, 2024, respectively, and are included as a reduction to accounts receivable, net in the Condensed Consolidated Balance Sheets.

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.

1 unchanged sentence

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 March 31, 2025 or December 31, 2024.

The Company did not have any material contract liabilities as of June 30, 2025 or December 31, 2024.

Revenue recognized during the three and six months ended June 30, 2025, that was included in the contract liabilities balance as of March 31, 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 March 31, 2025 and December 31, 2024, accounts receivable, net included $ 87.4 million and $ 104.8 million in receivables from contracts with customers, respectively.

At June 30, 2025 and December 31, 2024, accounts receivable, net included $ 92.6 million and $ 104.8 million in receivables from contracts with customers, respectively.

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 March 31, 2025 and December 31, 2024, no costs were capitalized as all arrangements were less than a year.

As of June 30, 2025 and December 31, 2024, no costs were capitalized as all arrangements were less than a year.

Disaggregated Revenue

1 unchanged sentence

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 March 31,

Three Months Ended June 30,

Six Months Ended June 30,

Flavors, extracts & ingredients

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

United States

All other countries

For the three months ended March 31, 2025 and 2024, other than the United States, no country accounted for more than 10 percent of our consolidated net sales.

The following table summarizes inventories as of March 31, 2025 and December 31, 2024:

March 31, 2025

For the three and six months ended June 30, 2025 and 2024, other than the United States, no country accounted for more than 10 percent of our consolidated net sales.

The following table summarizes inventories as of June 30, 2025 and December 31, 2024:

June 30, 2025

December 31, 2024

3 unchanged sentences

Green coffee inventories represent green coffee held for resale.

At March 31, 2025 and December 31, 2024, all green coffee held for resale was included within our Sustainable Sourcing & Traceability segment.

At June 30, 2025 and December 31, 2024, all green coffee held for resale was included within our Sustainable Sourcing & Traceability segment.

Property, Plant and Equipment, Net

The following table summarizes property, plant and equipment, net as of March 31, 2025 and December 31, 2024:

The following table summarizes property, plant and equipment, net as of June 30, 2025 and December 31, 2024:

(Dollars in Thousands)

Depreciable Lives

March 31, 2025

June 30, 2025

December 31, 2024

12 unchanged sentences

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 months ended March 31, 2025 and 2024 was $ 9.8 million and $ 5.5 million, respectively.

Depreciation expense for the three and six months ended June 30, 2025 was $ 13.0 million and $ 22.8 million, respectively, and depreciation expense for the three and six months ended June 30, 2024 was $ 5.8 million and $ 11.3 million, respectively.

Assets classified as construction in progress and equipment deposits are not depreciated, as they are not ready for production use.

All assets classified as construction in progress and equipment deposits at March 31, 2025 are expected to be in production use.

The following table reflects the carrying amount of goodwill as of March 31, 2025 and December 31, 2024:

All assets classified as construction in progress and equipment deposits at June 30, 2025 are expected to be in production use.

The following table reflects the carrying amount of goodwill as of June 30, 2025 and December 31, 2024:

Balance at December 31, 2024

Accumulated impairment loss

Balance at March 31, 2025

Balance at June 30, 2025

Accumulated impairment loss

Intangible Assets, Net

The following table summarizes intangible assets, net as of March 31, 2025 and December 31, 2024:

March 31, 2025

The following table summarizes intangible assets, net as of June 30, 2025 and December 31, 2024:

June 30, 2025

Customer relationships

5 unchanged sentences

Intangible assets, net

Amortization expense of intangible assets was $ 2.0 million and $ 2.0 million for the three months ended March 31, 2025 and 2024, respectively.

As of March 31, 2025, the weighted average useful life for definite-lived intangibles is approximately 20 years .

Amortization expense of intangible assets was $ 2.0 million and $ 3.9 million for the three and six months ended June 30, 2025, respectively, and amortization expense of intangible assets was $ 2.1 million and $ 4.1 million for the three and six months ended June 30, 2024, respectively.

As of June 30, 2025, the weighted average useful life for definite-lived intangibles is approximately 20 years .

We have operating leases for manufacturing, production, administrative, distribution and warehousing facilities, vehicles and machinery and equipment.

3 unchanged sentences

Balance Sheet Location

March 31, 2025

June 30, 2025

December 31, 2024

5 unchanged sentences

Operating lease liabilities

During the three months ended March 31, 2025 and 2024, the Company obtained approximately $ 0.7 million and $ 1.0 million, respectively, of right-of-use operating lease assets in exchange for lease obligations.

During the six months ended June 30, 2025 and 2024, the Company obtained approximately $ 1.2 million and $ 1.0 million, respectively, of right-of-use operating lease assets in exchange for lease obligations.

On February 12, 2024, following the completion of its 530,000 square foot distribution center in Conway, Arkansas, the Company entered into a lease termination agreement for the Gregory Distribution Center lease.

3 unchanged sentences

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 months ended March 31, 2025 and 2024, respectively, are as follows:

Three Months Ended March 31,

The components of lease costs for the three and six months ended June 30, 2025 and 2024, respectively, are as follows:

Three Months Ended June 30,

Six Months Ended June 30,

Operating lease cost

Short-term lease cost

The following table presents information about the Company’s weighted average discount rate and remaining lease term as of March 31, 2025 and December 31, 2024:

March 31, 2025

The following table presents information about the Company’s weighted average discount rate and remaining lease term as of June 30, 2025 and December 31, 2024:

June 30, 2025

December 31, 2024

1 unchanged sentence

Weighted-average remaining lease term

Supplemental cash flow information about the Company’s leases as of March 31, 2025 and 2024, respectively, is as follows:

Three Months Ended March 31,

Supplemental cash flow information about the Company’s leases as of June 30, 2025 and 2024, respectively, is as follows:

Six Months Ended June 30,

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 no material finance leases as of March 31, 2025.

Future minimum lease payments under non-cancellable operating leases as of March 31, 2025 are as follows:

There were no material finance leases as of June 30, 2025.

Future minimum lease payments under non-cancellable operating leases as of June 30, 2025 are as follows:

Total future minimum lease payments

1 unchanged sentence

Present value of minimum lease payments

Our long-term debt at March 31, 2025 and December 31, 2024 is as follows:

March 31, 2025

Our long-term debt at June 30, 2025 and December 31, 2024 is as follows:

June 30, 2025

December 31, 2024

16 unchanged sentences

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 March 31, 2025, we had $ 147.5 million of outstanding borrowings under the Revolving Credit Facility, with a weighted average interest rate of 8.3 %, and we had $ 2.6 million of standby letters of credit outstanding.

At March 31, 2025, the interest rate applicable to our Term Loan Facility was 8.2 % and the interest rate applicable to our Delayed Draw Term Loan Facility was 8.3 %.

At June 30, 2025, we had $ 172.5 million of outstanding borrowings under the Revolving Credit Facility, with a weighted average interest rate of 8.2 %, and we had $ 2.6 million of standby letters of credit outstanding.

At June 30, 2025, the interest rate applicable to our Term Loan Facility was 8.2 % and the interest rate applicable to our Delayed Draw Term Loan Facility was 8.3 %.

On February 15, 2024, the Borrower entered into Amendment No.

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In addition, the minimum liquidity covenant will not apply after the Covenant Relief Period ends.

As of March 31, 2025, the Company was in compliance with its financial covenants.

As of June 30, 2025, 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.

6 unchanged sentences

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 March 31, 2025, the carrying value of the Convertible Notes was $71.6 million, of which $ 49.7 million was from related parties.

At June 30, 2025, the carrying value of the Convertible Notes was $71.6 million, of which $ 49.7 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

18 unchanged sentences

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 %).

At March 31, 2025, there was $ 58.8 million of outstanding borrowings under the facility, which is recorded in short-term debt in the Condensed Consolidated Balance Sheets.

Borrowings under the facility 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 %).

At June 30, 2025, there was $ 75.2 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 March 31, 2025.

Falcon was in compliance with these financial covenants as of June 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.

Borrowings under the facility 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

1 unchanged sentence

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 March 31, 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.

At June 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 March 31, 2025.

Falcon was in compliance with these financial covenants as of June 30, 2025.

Series A Preferred Shares

6 unchanged sentences

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 one Westrock 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 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 outstanding at March 31, 2025 remain outstanding after February 26, 2028, we estimate an aggregate redemption payment of at least approximately $ 270.4 million.

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 outstanding at June 30, 2025 remain outstanding after February 26, 2028, we estimate an aggregate redemption payment of at least approximately $ 270.4 million.

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 one Westrock Series A Preferred Share on the date of the exercise of such call is notified by Westrock (including fractional shares for this purpose) and (y) the simple average of the daily volume weighted average price per Common Share for the ten trading days ending on and including the trading day immediately preceding the date of the exercise of such call by Westrock.

6 unchanged sentences

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 months ended March 31, 2025 and 2024, the Company recorded $ 0.1 million and $ 0.1 million of amortization, respectively, with respect to the Westrock Series A Preferred Shares.

For the three and six months ended June 30, 2025, the Company recorded $ 0.1 million and $ 0.2 million of amortization, respectively, with respect to the Westrock Series A Preferred Shares.

For the three and six months ended June 30, 2024, the Company recorded $ 0.1 million and $ 0.2 million of amortization, respectively, with respect to the Westrock Series A Preferred Shares.

Common Stock Warrants

4 unchanged sentences

Prior to the Offer described below, the Westrock Private Warrants (defined below) were valued using a binomial lattice valuation model.

For the three months ended March 31, 2024, the Company recognized less than $ 0.1 million of gains related to the change in fair value of warrant liabilities, which is recognized in other (income) expense in the Condensed Consolidated Statements of Operations.

No such gains or losses were recognized during the three months ended March 31, 2025.

For the three and six months ended June 30, 2024, the Company recognized $ 1.6 million and $ 1.7 million, respectively, of gains related to the change in fair value of warrant liabilities, which is recognized in other (income) expense in the Condensed Consolidated Statements of Operations.

No such gains or losses were recognized during the three and six months ended June 30, 2025.

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”).

4 unchanged sentences

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 0.261 common shares, which is a ratio 10 % less than the exchange ratio applicable to the Offer and (y) each Westrock Private Warrant that is outstanding upon the closing of the Offer be exchanged for 0.261 common shares, which is a ratio 10 % less than the exchange ratio applicable to the Offer (such amendment, the “Warrant Amendment”).

Pursuant to the Consent Solicitation, the Company received the approval of holders of approximately 97.42 % of the outstanding Westrock Public Warrants and 100 % of the outstanding Westrock Private Warrants to adopt the Warrant Amendment, which exceeded (x) the 50 % threshold of the outstanding Westrock Public Warrants required to amend the Warrant Agreement with respect to the Westrock Public Warrants and (y) the 50 % threshold of the outstanding Westrock Private Warrants required to amend the Warrant Agreement with respect to the Westrock Private Warrants.

Warrant Agreement with respect to the Westrock Public Warrants and (y) the 50 % threshold of the outstanding Westrock Private Warrants required to amend the Warrant Agreement with respect to the Westrock Private Warrants.

Accordingly, the Company and the Warrant Agent entered into the Warrant Amendment, dated September 30, 2024.

17 unchanged sentences

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 three months ended March 31, 2025 and 2024.

We did not discontinue any cash flow hedging relationships during the six months ended June 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 three to twelve months in length.

1 unchanged sentence

The objective of this hedging program is to reduce the variability of cash flows associated with future purchases of green coffee.

The notional amount for the coffee futures contracts that were designated and qualified for our commodity cash flow hedging program was 26.0 million pounds and 11.0 million pounds as of March 31, 2025 and December 31, 2024, respectively.

During the three months ended March 31, 2025 and 2024, the Company purchased coffee futures contracts and coffee options contracts under our cash flow hedging program with aggregate notional amounts of 46.7 million pounds and 9.9 million pounds, respectively.

Approximately $ 10.2 million of net realized gains and $ 0.1 million of net realized gains, representing the effective portion of the cash flow hedge, were subsequently reclassified from AOCI to earnings and recognized in costs of sales in

the Condensed Consolidated Statements of Operations for the three months ended March 31, 2025 and 2024, respectively.

As of March 31, 2025, the estimated amount of net gains reported in AOCI that is expected to be reclassified to the Condensed Consolidated Statements of Operations within the next twelve months is $ 18.1 million.

The notional amount for the coffee futures contracts that were designated and qualified for our commodity cash flow hedging program was 49.2 million pounds and 11.0 million pounds as of June 30, 2025 and December 31, 2024, respectively.

During the three and six months ended June 30, 2025, the Company purchased coffee futures contracts and coffee options contracts under our cash flow hedging program with aggregate notional amounts of 53.3 million pounds and 99.9 million pounds, respectively.

During the three and six months ended June 30, 2024, the Company purchased

coffee futures contracts and coffee options contracts under our cash flow hedging program with aggregate notional amounts of 20.1 million pounds and 30.0 million pounds, respectively.

Approximately $ 12.1 million and $ 22.3 million of net realized gains, representing the effective portion of the cash flow hedge, were subsequently reclassified from AOCI to earnings and recognized in costs of sales in the Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2025, respectively.

Approximately $ 3.5 million and $ 3.6 million of net realized gains, representing the effective portion of the cash flow hedge, were subsequently reclassified from AOCI to earnings and recognized in costs of sales in the Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2024, respectively.

As of June 30, 2025, the estimated amount of net losses reported in AOCI that is expected to be reclassified to the Condensed Consolidated Statements of Operations within the next twelve months is $18.0 million.

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.

3 unchanged sentences

Balance Sheet Location

March 31, 2025

June 30, 2025

December 31, 2024

8 unchanged sentences

Total derivative assets

Derivative liabilities designated as cash flow hedging instruments:

Coffee futures contracts (1)

Derivative liabilities

Options contracts (2)

Derivative liabilities

Derivative liabilities not designated as cash flow hedging instruments:

4 unchanged sentences

2 - Option contracts include counterparty netting.

The following table presents the pre-tax net gains and losses for our derivative instruments for the three months ended March 31, 2025 and 2024, respectively:

Three Months Ended March 31,

The following table presents the pre-tax net gains and losses for our derivative instruments for the three and six months ended June 30, 2025 and 2024, respectively:

Three Months Ended June 30,

Six Months Ended June 30,

Statement of Operations Location

6 unchanged sentences

Fair Value Measurements

ASC 820, Fair Value Measurements , defines fair value at 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.

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.

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These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value.

The following table summarizes the fair value of financial instruments at March 31, 2025:

March 31, 2025

The following table summarizes the fair value of financial instruments at June 30, 2025:

June 30, 2025

Green coffee associated with forward contracts

2 unchanged sentences

Forward purchase and sales contracts

Coffee futures contracts

Options contracts (1)

Forward purchase and sales contracts

7 unchanged sentences

Forward purchase and sales contracts

Financial instruments consist primarily of cash, accounts receivable, accounts payable, a supply chain finance program, convertible notes payable, short-term debt and long-term debt.

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 March 31, 2025, as the interest rate on these facilities is adjusted for changes in the market rates.

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 June 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.

4 unchanged sentences

The Convertible Notes are carried on the Condensed Consolidated Balance Sheets at amortized cost.

The estimated fair value of the Convertible Notes was $ 63.1 million as of March 31, 2025, and was determined using a binomial lattice model, which is considered to be a Level 3 fair value measurement.

The primary unobservable inputs at March 31, 2025 include the expected volatility and assumed debt yield of 50.0 % and 15.3 %, respectively.

The estimated fair value of the Convertible Notes was $ 60.0 million as of June 30, 2025, and was determined using a binomial lattice

model, which is considered to be a Level 3 fair value measurement.

The primary unobservable inputs at June 30, 2025 include the expected volatility and assumed debt yield of 50.0 % and 14.7 %, respectively.

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 months ended March 31, 2025 or 2024, requiring these non-financial assets and liabilities to be subsequently recognized at fair value.

At March 31, 2025, the Company had an equity investment with a carrying value of approximately $ 1.0 million, for which there is no readily determinable fair value.

No events occurred during the three and six months ended June 30, 2025 or 2024, requiring these non-financial assets and liabilities to be subsequently recognized at fair value, with the exception of the $ 0.8 million impairment charge on equipment related to the restructuring activities disclosed in Note 3.

At June 30, 2025, the Company had an equity investment with a carrying value of approximately $ 1.0 million, for which there is no readily determinable fair value.

This investment is recorded at cost within other long-term assets on the Condensed Consolidated Balance Sheets.

As of March 31, 2025, there have been no adjustments, upward or downward, to the carrying value.

As of June 30, 2025, there have been no adjustments, upward or downward, to the carrying value.

Accumulated Other Comprehensive Income (Loss)

Changes in accumulated other comprehensive income (loss), net of tax by component for the three months ended March 31, 2025 and 2024 is as follows:

Three Months Ended March 31,

Changes in accumulated other comprehensive income (loss), net of tax by component for the three and six months ended June 30, 2025 and 2024 are as follows:

Three Months Ended June 30,

Six Months Ended June 30,

Unrealized gain (loss) on derivative instruments:

11 unchanged sentences

The Company grants restricted stock units (“RSUs”) under the Westrock Coffee Company 2022 Equity Incentive Plan (the “2022 Equity Plan”).

The RSUs are amortized on a straight-line basis to expense over the vesting period, which ranges from one to four years .

As of March 31, 2025, there were 4.4 million shares available for future issuance under the 2022 Equity Plan.

The following table sets forth the RSU activity under the 2022 Equity Plan for the three months ended March 31, 2025.

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 one to four years .

The Company recognizes the expense relating to these units on a straight-line basis over the vesting period.

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.

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 six months ended June 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 2.8 years, (ii) expected volatility of 50.0 % and (iii) risk-free interest rate of 3.8 %.

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 six months ended June 30, 2025, the Company granted 1.5 million RSUs with an aggregate fair value of $ 9.0 million to certain employees and non-employee directors under the 2022 Equity Plan.

As of June 30, 2025, there were 3.1 million shares available for future issuance under the 2022 Equity Plan.

The following table sets forth the RSU activity under the 2022 Equity Plan for the six months ended June 30, 2025:

Service-based Restricted Stock Units

Performance-based Restricted Stock Units

Market-based Restricted Stock Units

Weighted-Average

Fair Value at

Outstanding at December 31, 2024

Outstanding at March 31, 2025

Outstanding at June 30, 2025

Earnings per Share

4 unchanged sentences

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 March 31,

Three Months Ended June 30,

Six Months Ended June 30,

Restricted stock units

1 unchanged sentence

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 March 31,

Three Months Ended June 30,

Six Months Ended June 30,

(Thousands, except per share data)

15 unchanged sentences

Our two operating segments, Beverage Solutions and Sustainable Sourcing & Traceability, are evaluated using Segment Adjusted EBITDA, which is a segment performance measure.

certain recurring operating costs related to the scale-up of operations of the Conway Facility, 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 define Segment Adjusted EBITDA as net (loss) income determined in accordance with GAAP, before interest expense, provision for income taxes, depreciation and amortization, equity-based compensation expense and the impact, which may be recurring in nature, of transaction, restructuring and integrations costs, impairment charges, changes in fair value of warrant liabilities, non-cash mark-to-market adjustments, certain non-capitalizable costs necessary to place the Conway Facility into commercial production, certain recurring operating costs related to the scale-up of operations of the Conway Facility, 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).

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.

1 unchanged sentence

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 March 31, 2025

Three Months Ended June 30, 2025

Net sales (1)

7 unchanged sentences

Mark-to-market adjustments

Loss before income taxes and equity in earnings from unconsolidated entities

Excludes $ 2.6 million of intersegment revenues that represent sales of green coffee from our SS&T segment to our Beverage Solutions segment .

Three Months Ended June 30, 2024

Net sales (1)

Segment Adjusted EBITDA

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

1 unchanged sentence

(1) Excludes $ 1.6 million of intersegment revenues that represent sales of green coffee from our SS&T segment to our Beverage Solutions segment.

Three Months Ended March 31, 2024

Six Months Ended June 30, 2025

Net sales (1)

3 unchanged sentences

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

Loss before income taxes and equity in earnings from unconsolidated entities

(1) Excludes $ 6.5 million of intersegment revenues that represent sales of green coffee from our SS&T segment to our Beverage Solutions segment.

Six Months Ended June 30, 2024

Net sales (1)

Segment Adjusted EBITDA

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

3 unchanged sentences

Significant segment expense for our reportable segments is presented below for the periods indicated:

Three Months Ended March 31, 2025

Three Months Ended June 30, 2025

Costs of sales

6 unchanged sentences

Segment Adjusted EBITDA

(1) Employee related costs are costs reported within selling, general and administrative expense in our Consolidated Statements of Operations, and include employee salaries, related taxes and benefits, short-term cash incentive compensation and travel and entertainment expenses.

(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) Other segment expense includes equipment and real estate rent, equipment parts, supplies and service expenses and other overhead expenses .

Three Months Ended March 31, 2024

Three Months Ended June 30, 2024

Costs of sales

6 unchanged sentences

Segment Adjusted EBITDA

Employee related costs are costs reported within selling, general and administrative expense in our Consolidated Statements of Operations, and include employee salaries, related taxes and benefits, short-term cash incentive compensation and travel and entertainment expenses.

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.

Other segment expense includes equipment and real estate rent, equipment parts, supplies and service expenses and other overhead expenses .

Six Months Ended June 30, 2025

Costs of sales

Employee related (1)

Information technology

Advertising & marketing

Professional fees

Corporate insurance

Other segment expense (2)

Segment Adjusted EBITDA

Other segment expense includes equipment and real estate rent, equipment parts, supplies and service expenses and other overhead expenses .

Six Months Ended June 30, 2024

Costs of sales

Employee related (1)

Information technology

Advertising & marketing

Professional fees

Corporate insurance

Other segment expense (2)

Segment Adjusted EBITDA

Other segment expense includes equipment and real estate rent, equipment parts, supplies and service expenses and other overhead expenses .

Commitments and Contingencies

We are subject to various claims and legal proceedings with respect to matters such as governmental regulations, and other actions arising out of the normal course of business.

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, Case No.

6:24-cv-03332-BCW (W.D.

Mo.), 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.

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 a motion to dismiss the veil-piercing claim.

The trial in this matter is tentatively scheduled to begin on August 10, 2026.

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 $ 409.2 million as of March 31, 2025 that consist of commitments for the purchase of inventory over the next 12 months.

We have future purchase obligations of $ 422.1 million as of June 30, 2025 that 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.

At March 31, 2025, we had an obligation to repurchase $ 0.5 million of inventory associated with repurchase agreements in which the Company’s Sustainable Sourcing & Traceability segment has sold inventory to a third party and from whom the Company’s Beverage Solutions segment has an obligation to repurchase.

At June 30, 2025, we had an obligation to repurchase $ 0.5 million of inventory associated with repurchase agreements in which the Company’s Sustainable Sourcing & Traceability segment has sold inventory to a third party and from whom the Company’s Beverage Solutions segment has an obligation to repurchase.

The liability for these obligations is recorded within accrued expenses and other current liabilities on the Company’s Condensed Consolidated Balance Sheets.

At March 31, 2025 we had a right or obligation to repurchase $ 13.6 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.

At June 30, 2025, we had a right or obligation to repurchase $ 9.9 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.

Related Party Transactions

1 unchanged sentence

The Condensed Consolidated Financial Statements reflect the following transactions with related parties:

March 31, 2025

June 30, 2025

December 31, 2024

3 unchanged sentences

HF Direct Investments Pool, LLC

March 31, 2025

June 30, 2025

December 31, 2024

4 unchanged sentences

Unamortized debt costs

Three Months Ended March 31,

Six Months Ended June 30,

Interest expense:

3 unchanged sentences

In addition, the Company reimburses Westrock Group for the usage of a corporate aircraft, and its portion of shared administrative expenses.

For the three months ended March 31, 2025 and 2024, the Company recognized expenses of $ 0.1 million and $ 0.3 million, respectively, for such items, which are recorded in selling, general and administrative expenses in our Condensed Consolidated Statements of Operations.

At March 31, 2025 and December 31, 2024, we had $ 0.1 million payable and $ 0.1 million payable to Westrock Group, respectively, related to such items.

For the three and six months ended June 30, 2025, the Company recognized expenses of $ 0.2 million and $ 0.2 million, respectively, for such items, which are recorded in selling, general and administrative expenses in our Condensed Consolidated Statements of Operations.

For the three and six months ended June 30, 2024, the Company recognized expenses of $ 0.3 million and $ 0.6 million, respectively, for such items.

At June 30, 2025 and December 31, 2024, we had $ 0.1 million payable and $ 0.1 million payable to Westrock Group, respectively, related to such items.

During the three and six months ended June 30, 2025, Falcon purchased $ 0.3 million of green coffee from the Rwandan JV, in which the Company has a 49.9 % interest.

There was no such activity during the three and six months ended June 30, 2024.

Subsequent Events

On April 1, 2025, the Company entered into a joint venture with ETC Holdings SA (“ECOM”) that combines Westrock’s and ECOM’s Rwandan export operations.

This strategic partnership 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.

As a result of the transaction, Westrock will hold a 49.9 % equity method investment in the joint venture and will de-consolidate its Rwandan operations.

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.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements