0001806347false0001806347wch:WarrantSeachWholeWarrantExercisableForOneshareOfCommonStockParValue0.01PerShareMember2023-03-142023-03-140001806347us-gaap:CommonStockMember2023-03-142023-03-1400018063472023-03-142023-03-14

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): March 14, 2023

Westrock Coffee Company

(Exact Name of Registrant as Specified in Charter)

Delaware

    

001-41485

    

80-0977200

(State or Other Jurisdiction
of Incorporation)

(Commission
File Number)

(I.R.S. Employer
Identification No.)

4009 N. Rodney Parham Road

3rd Floor

Little RockAR 72212

(Address of Principal Executive Offices, and Zip Code)

(501) 320-4880

Registrant’s Telephone Number, Including Area Code

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Shares of common stock, par value $0.01 per share

WEST

The Nasdaq Stock Market LLC

Warrants, each whole warrant exercisable for one share of common stock, par value $0.01 per share

WESTW

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2 of this chapter).

Emerging growth company 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 

Item 2.02.Results of Operations and Financial Condition.

On March 14, 2023, Westrock Coffee Company (the “Company”) issued a press release announcing its financial results for the fourth quarter and full year ended December 31, 2022. The fourth quarter and full year 2022 earnings press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

The information furnished pursuant to this Item 2.02, including exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be incorporated by reference in any filing made by the Company pursuant to the Securities Act of 1933, as amended, other than to the extent that such filing incorporates by reference any or all of such information by express reference thereto.

Item 9.01.Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

    

Description of Exhibit

99.1

Westrock Coffee Company Press Release, dated March 14, 2023

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

WESTROCK COFFEE COMPANY

 

 

By:

/s/ Robert P. McKinney

 

Name:

Robert P. McKinney

 

Title:

Chief Legal Officer and Corporate Secretary

Dated: March 14, 2023

Exhibit 99.1

Westrock Coffee Reports Fourth Quarter and Full Year 2022 Results and Provides 2023 Outlook

Net Sales for the Fourth Quarter and Full Year 2022 Increase by 20% and 24%, Respectively

Net Loss of $55.5 Million and Adjusted EBITDA of $60.1 Million for the Full Year 2022, Representing Adjusted EBITDA Growth of 27%

Strategic Acquisition of West Coast-Based Bixby Coffee Expands Influencer Marketing Sales Channel

Adjusted EBITDA Expected to Grow 10% to 25% in Fiscal 2023

Little Rock, Ark. (March 14, 2023) – Westrock Coffee Company (Nasdaq: WEST) (“Westrock Coffee” or “the Company”) today reported financial results for the fourth quarter and full year 2022.

Scott T. Ford, CEO and Co-founder stated, “We are pleased to announce strong growth in net sales, gross profit and Adjusted EBITDA for full year 2022. I am very grateful to the team for their near heroic efforts that delivered record annual results, even as they dealt with the damaging macroeconomic challenges of an inflation surge and record gasoline prices, while simultaneously contending with internal capacity constraints and increased operating expenses brought about by the late arrival of critical manufacturing equipment in both our single serve cup and extracts units. As we turn to 2023 with the requisite equipment to meet our legacy customers’ demands now operational, we are focused on continuing to scale our existing capabilities in service to our customers. Among our top priorities is delivering our Conway, Arkansas extract and ready-to-drink facility on time and on budget, the benefits of which will be material to our business.”

Full Year 2022 Highlights

Consolidated net sales were $867.9 million for the year ended December 31, 2022, an increase of $169.7 million, or 24%, compared to the year ended December 31, 2021.
Consolidated gross profit was $152.8 million for the year ended December 31, 2022, and included $3.5 million of non-cash mark-to-market losses, compared to $145.4 million for the year ended December 31, 2021, which included $3.6 million of non-cash mark-to-market gains.
Net loss was $55.5 million for the year ended December 31, 2022, compared to a net loss of $21.3 million for the year ended December 31, 2021. The $55.5 million net loss for the year ended December 31, 2022 included $13.2 million of acquisition, restructuring and integration expense, $29.7 million of non-cash expense from the change in fair value of warrant liabilities, and $5.9 million of interest expense related to the early extinguishment of debt. Net loss of $21.3 million for the year ended December 31, 2021 included $8.8 million of acquisition, restructuring and integration expense.
Adjusted EBITDA was $60.1 million for the year ended December 31, 2022, an increase of $12.9 million, or 27%, compared to the year ended December 31, 2021.
At December 31, 2022, the Company had approximately $192 million of unrestricted cash and undrawn borrowings under its revolving credit facility, and the Company’s consolidated leverage ratio was 2.9x based on net debt to fourth quarter annualized Adjusted EBITDA.
Beverage Solutions segment contributed $685.3 million of net sales and $54.0 million of Adjusted EBITDA for the year ended December 31, 2022, compared to $551.0 million and $41.5 million, respectively, for the year ended December 31, 2021. This represents net sales growth of 24%, and Adjusted EBITDA growth of 30%.

Sustainable Sourcing & Traceability (“SS&T”) segment, net of intersegment revenues, contributed $182.6 million and $6.1 million of Adjusted EBITDA for the year ended December 31, 2022, compared to $147.1 million and $5.7 million, respectively, in the year ended December 31, 2021. This represents net sales growth of 24%, and Adjusted EBITDA growth of 7%.

Fourth Quarter Highlights

Consolidated net sales were $227.7 million for the fourth quarter of 2022, an increase of $37.3 million, or 20%, compared to the fourth quarter of 2021.
Consolidated gross profit for the fourth quarter of 2022 was $34.3 million and included $2.7 million of non-cash mark-to-market losses, compared to consolidated gross profit of $39.7 million for the fourth quarter of 2021, which included $1.6 million of non-cash mark-to-market gains.
Net loss for the period was $31.9 million compared to a net loss of $5.2 million for the same period in 2021. The $31.9 million net loss for the fourth quarter of 2022 included $4.4 million of acquisition, restructuring and integration expense and $24.5 million of non-cash expense from the change in fair value of warrant liabilities. Net loss of $5.2 million for the fourth quarter of 2021 included $5.1 million of acquisition, restructuring and integration expense.
Adjusted EBITDA was $17.5 million for the fourth quarter of 2022, an increase of $3.3 million, or 23%, compared to the fourth quarter of 2021.
Beverage Solutions segment contributed $192.6 million of net sales and $15.2 million of Adjusted EBITDA for the fourth quarter of 2022, compared to $150.5 million and $11.5 million, respectively, for the fourth quarter of 2021. This represents net sales growth of 28%, and Adjusted EBITDA growth of 31%.
SS&T segment, net of intersegment revenues, contributed $35.1 million and $2.3 million of Adjusted EBITDA for the fourth quarter of 2022, compared to $39.9 million and $2.7 million, respectively, for the fourth quarter of 2021.

Business Highlights

As previously announced, on February 14, 2023, the Company amended its existing $350 million credit agreement to establish a new class of incremental term loan commitments in the form of a senior secured delayed draw term loan credit facility in the aggregate principal amount of $50 million.
As previously announced, on February 28, 2023, the Company completed the acquisition of Bixby Roasting Co. (“Bixby”), a specialty-grade roaster that is a leader in the emerging influencer-led brand space. The acquisition, which includes Bixby’s roasting facility in Los Angeles, CA, allows Westrock Coffee to continue to expand its omnichannel product marketing and development resources as we capitalize on shifting consumer consumption trends toward consumption associated with personal brands. Bixby co-founders Miles Fisher and Remington Hotchkis both joined the Westrock Coffee senior management team as part of the transaction. The terms of the transaction were not disclosed.

2023 Outlook

The Company expects consolidated Adjusted EBITDA to grow 10% to 25% in fiscal 2023, representing a range of $66 million to $75 million. This guidance is an estimate of what the Company believes is realizable as of the date of this release, and actual results may vary from this guidance and the variations may be material. Management will provide additional details regarding the 2023 outlook on the earnings results call later today.

The Company is not readily able to provide a reconciliation of forecasted Adjusted EBITDA to forecasted GAAP net income without unreasonable effort because certain items that impact such figure are uncertain or outside the Company’s control and cannot be reasonably predicted. Such items include the impacts of non-cash gains or losses resulting from mark-to-market adjustments of derivatives and the change in fair value of warrant liabilities, among others.


###


Conference Call Details

Westrock Coffee will host a conference call and webcast at 4:30 p.m. ET today to discuss this release. To participate in the live earnings call and question and answer session, please register at https://register.vevent.com/register/BIf11007e0a18c4ff597d397caa8144f73 and dial-in information will be provided directly to you. The live audio webcast will be accessible in the “Events and Presentations” section of the Company’s Investor Relations website at https://investors.westrockcoffee.com/. An archived replay of the webcast will be available shortly after the live event has concluded and will be available for a minimum of 14 days.

About Westrock Coffee

Westrock Coffee is a leading integrated coffee, tea, flavors, extracts, and ingredients solutions provider in the United States, providing coffee sourcing, supply chain management, product development, roasting, packaging, and distribution services to the retail, food service and restaurant, convenience store and travel center, non-commercial account, CPG, and hospitality industries around the world. With offices in 10 countries, the company sources coffee and tea from 35 origin countries.

Forward-Looking Statements

Certain statements in this press release that are not historical facts are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended from time to time. Forward-looking statements generally are accompanied by words such as "believe," "may," "will," "estimate," "continue," "anticipate," "intend," "expect," "should," "would," "plan," "predict," "potential," "seem," "seek," "future," "outlook," and similar expressions that predict or indicate future events or trends or that are not statements of historical matters, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking statements include, but are not limited to, our 2023 financial outlook, certain plans, expectations, goals, projections, and statements about the benefits of the build-out of the Company's Conway, Arkansas extract and ready-to-drink facility, the plans, objections, expectations, and intentions of Westrock Coffee, the anticipated benefits of the acquisition of Bixby, and other statements that are not historical facts. These statements are based on information available to Westrock Coffee as of the date hereof and Westrock Coffee is not under any duty to update any of the forward-looking statements after the date of this communication to conform these statements to actual results. These statements are based on various assumptions, whether or not identified in this communication, and on the current expectations of the management of Westrock Coffee as of the date hereof and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as and should not be relied on by an investor, or others, as a guarantee, an assurance, a prediction, or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of Westrock Coffee. These forward-looking statements are subject to a number of risks and uncertainties, including, but not limited to, changes in domestic and foreign business, market, financial, political, and legal conditions; risks relating to the uncertainty of the projected financial information with respect to Westrock Coffee; risks related to the rollout of Westrock Coffee's business and the timing of expected business milestones; the effects of competition on Westrock Coffee's business; the ability of Westrock Coffee to issue equity or equity-linked securities or obtain debt financing in the future; the risk that Westrock Coffee fails to fully realize the potential benefits of acquisitions or has difficulty successfully integrating acquired companies, including Kohana Coffee, LLC and Bixby; the availability of equipment and the timely performance by suppliers involved with the build-out of the Conway, Arkansas facility; the loss of significant customers; and those factors discussed in Westrock Coffee’s registration statement on Form S-1, which was initially filed with the United States Securities and Exchange Commission (the “SEC”) on September 20, 2022, under the heading “Risk Factors”, and other documents Westrock Coffee has filed, or will file, with the SEC. If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that Westrock Coffee does not presently know, or that Westrock Coffee currently believes are immaterial, that could also cause actual results to differ from those contained in the forward-looking statements. In addition, the forward-looking statements reflect Westrock Coffee's expectations, plans, or forecasts of future events and views as of the date of this communication. Westrock Coffee anticipates that subsequent events and developments will cause Westrock Coffee's assessments to change. However, while Westrock Coffee may elect to update these forward-looking statements at some point in the future, Westrock Coffee specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as a representation of Westrock Coffee's assessments as of any date subsequent to the date of this communication. Accordingly, undue reliance should not be placed upon the forward-looking statements.


Contacts

Media:

ICR for Westrock: Westrock@icrinc.com

Investor Relations:

ICR for Westrock: WestrockIR@icrinc.com


Westrock Coffee Company

Condensed Consolidated Balance Sheets

(Unaudited)

(Thousands, except par value)

    

December 31, 2022

    

December 31, 2021

ASSETS

Cash and cash equivalents

$

16,838

$

19,344

Restricted cash

9,567

3,526

Accounts receivable, net of allowance for credit losses of $3,023 and $3,749, respectively

101,639

85,795

Inventories

144,149

109,166

Derivative assets

15,053

13,765

Prepaid expenses and other current assets

9,166

6,410

Total current assets

296,412

238,006

Property, plant and equipment, net

185,206

127,613

Goodwill

113,999

97,053

Intangible assets, net

130,886

125,914

Other long-term assets

18,023

4,434

Total Assets

$

744,526

$

593,020

LIABILITIES, CONVERTIBLE PREFERRED SHARES, REDEEMABLE UNITS, AND SHAREHOLDERS' EQUITY (DEFICIT)

Current maturities of long-term debt

$

11,504

$

8,735

Short-term debt

42,905

4,510

Short-term related party debt

34,199

Accounts payable

116,675

80,405

Derivative liabilities

7,592

14,021

Accrued expenses and other current liabilities

35,772

26,370

Total current liabilities

214,448

168,240

Long-term debt, net

162,502

277,064

Subordinated related party debt

13,300

Deferred income taxes

14,355

25,515

Warrant liabilities

55,521

Other long-term liabilities

11,035

3,028

Total liabilities

457,861

487,147

Commitments and contingencies

Series A Convertible Preferred Shares, $0.01 par value, 24,000 shares authorized, 23,588 shares issued and outstanding, $11.50 liquidation value

274,936

Series A Redeemable Common Equivalent Preferred Units: $0.00 par value, 222,150 units authorized, no units and 222,150 units issued and outstanding at December 31, 2022 and December 31, 2021, respectively

264,729

Series B Redeemable Common Equivalent Preferred Units: $0.00 par value, 17,000 units authorized, no units and 17,000 units issued and outstanding at December 31, 2022 and December 31, 2021, respectively

17,142

Shareholders' Equity (Deficit) (1)

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, 75,020 shares issued and outstanding at December 31, 2022; $0.00 par value, 39,389 shares authorized, 34,523 shares issued and outstanding at December 31, 2021

750

345

Additional paid-in-capital

342,664

60,628

Accumulated deficit

(328,042)

(251,725)

Accumulated other comprehensive income (loss)

(6,103)

12,018

Total shareholders' equity (deficit) attributable to Westrock Coffee Company

9,269

(178,734)

Noncontrolling interest

2,460

2,736

Total shareholders' equity (deficit)

11,729

(175,998)

Total Liabilities, Convertible Preferred Shares, Redeemable Units and Shareholders' Equity (Deficit)

$

744,526

$

593,020

(1) Retroactively adjusted for de-SPAC merger transaction.


Westrock Coffee Company

Condensed Consolidated Statements of Operations

(Unaudited)

Three Months Ended December 31, 

Year Ended December 31, 

(Thousands, except per share data)

    

2022

    

2021

    

2022

    

2021

Net sales

$

227,723

$

190,392

$

867,872

$

698,144

Costs of sales

193,426

150,741

715,107

552,721

Gross profit

34,297

39,651

152,765

145,423

Selling, general and administrative expense

28,653

32,197

129,985

128,506

Acquisition, restructuring and integration expense

4,423

5,063

13,169

8,835

Loss on disposal of property, plant and equipment

187

390

935

243

Total operating expenses

33,263

37,650

144,089

137,584

Income from operations

1,034

2,001

8,676

7,839

Other (income) expense

Interest expense

5,232

8,266

35,497

32,549

Change in fair value of warrant liabilities

24,460

29,675

Other, net

(361)

90

(1,146)

(34)

Loss before income taxes

(28,297)

(6,355)

(55,350)

(24,676)

Income tax expense (benefit)

3,622

(1,129)

111

(3,368)

Net loss

$

(31,919)

$

(5,226)

$

(55,461)

$

(21,308)

Net (loss) income attributable to non-controlling interest

(319)

206

(276)

639

Net loss attributable to shareholders

(31,600)

(5,432)

(55,185)

(21,947)

Accretion of convertible preferred stock

(1,316)

(1,316)

Loss on extinguishment of Redeemable Common Equivalent Preferred Units, net

(2,870)

Common equivalent preferred dividends

(4,380)

Accumulating preferred dividends

(6,251)

(13,882)

(24,208)

Net loss attributable to common shareholders

$

(32,916)

$

(11,683)

$

(77,633)

$

(46,155)

Loss per common share(1):

Basic

$

(0.44)

$

(0.34)

$

(1.60)

$

(1.34)

Diluted

$

(0.44)

$

(0.34)

$

(1.60)

$

(1.34)

Weighted-average number of shares outstanding(1):

Basic

74,038

34,523

48,444

34,472

Diluted

74,038

34,523

48,444

34,472

(1) Retroactively adjusted for de-SPAC merger transaction.


Westrock Coffee Company

Condensed Consolidated Statements of Cash Flows

(Unaudited)

Year Ended December 31, 

(Thousands)

    

2022

    

2021

Cash flows from operating activities:

Net loss

$

(55,461)

$

(21,308)

Adjustments to reconcile net loss to net cash provided by (used in) operating activities:

Depreciation and amortization

24,210

25,501

Equity-based compensation

2,631

1,223

Paid-in-kind interest added to debt principal

295

1,777

Provision for credit losses

1,790

439

Amortization of deferred financing fees included in interest expense

1,726

1,840

Write-off of unamortized deferred financing fees

4,296

Loss on debt extinguishment

1,580

Loss on disposal of property, plant and equipment

935

243

Mark-to-market adjustments

3,502

(3,585)

Change in fair value of warrant liabilities

29,675

Foreign currency transactions

667

492

Deferred income tax (benefit) expense

(2,037)

(3,448)

Other

1,204

Change in operating assets and liabilities:

Accounts receivable

(16,789)

(20,102)

Inventories

(45,083)

(16,543)

Derivative assets and liabilities

(22,937)

14,860

Prepaid expense and other assets

(15,476)

(401)

Accounts payable

27,646

18,724

Accrued liabilities and other

998

3,165

Net cash provided by (used in) operating activities

(56,628)

2,877

Cash flows from investing activities:

Additions to property, plant and equipment

(63,261)

(25,115)

Additions to intangible assets

(167)

(321)

Acquisition of business, net of cash acquired

(14,885)

Proceeds from sale of property, plant and equipment

4,144

2,789

Net cash used in investing activities

(74,169)

(22,647)

Cash flows from financing activities:

Payments on debt

(438,571)

(111,313)

Proceeds from debt

328,539

119,740

Proceeds from related party debt

11,700

Debt extinguishment costs

(1,580)

Payment of debt issuance costs

(6,007)

(1,426)

Proceeds from de-SPAC merger and PIPE financing

255,737

Payment of common equity issuance costs

(23,998)

Payment of preferred equity issuance costs

(1,250)

Net proceeds from repurchase agreements

14,588

Common equivalent preferred dividends

(4,380)

Payment of taxes for net share settlement of equity awards

(477)

(162)

Proceeds from exercise of stock options

375

Proceeds from the issuance of common equivalent preferred units

17,000

Net cash provided by financing activities

134,676

23,839

Effect of exchange rate changes on cash

(344)

149

Net increase in cash and cash equivalents and restricted cash

3,535

4,218

Cash and cash equivalents and restricted cash at beginning of period

22,870

18,652

Cash and cash equivalents and restricted cash at end of period

$

26,405

$

22,870


Westrock Coffee Company

Reconciliation of Net Loss to Non-GAAP Adjusted EBITDA

(Unaudited)

Three Months Ended December 31, 

    

Year Ended December 31, 

(Thousands)

    

2022

    

2021

    

2022

    

2021

Net loss

$

(31,919)

$

(5,226)

$

(55,461)

$

(21,308)

Interest expense

 

5,232

 

8,266

 

35,497

 

32,549

Income tax expense (benefit)

 

3,622

 

(1,129)

 

111

 

(3,368)

Depreciation and amortization

 

6,428

 

7,115

 

24,210

 

25,501

EBITDA

 

(16,637)

 

9,026

 

4,357

 

33,374

Acquisition, restructuring and integration expense

 

4,423

 

5,063

 

13,169

 

8,835

Change in fair value of warrant liabilities

24,460

29,675

Management and consulting fees (S&D Coffee, Inc. acquisition)

 

833

 

1,591

 

3,868

 

6,382

Equity-based compensation

 

1,447

 

305

 

2,631

 

1,223

Mark-to-market adjustments

 

2,709

 

(1,606)

 

3,502

 

(3,585)

Loss on disposal of property, plant and equipment

 

187

 

390

 

935

 

243

Other

 

31

 

(566)

 

1,916

 

702

Adjusted EBITDA

$

17,453

$

14,203

$

60,053

$

47,174

Beverage Solutions

$

15,175

$

11,544

$

53,951

$

41,468

Sustainable Sourcing & Traceability

 

2,278

 

2,659

 

6,102

 

5,706

Total of Reportable Segments

$

17,453

$

14,203

$

60,053

$

47,174


Westrock Coffee Company

Reconciliation of Segment Results

(Unaudited)

Three Months Ended December 31, 

Year Ended December 31, 

(Thousands)

    

2022

    

2021

    

2022

    

2021

Net Sales

 

  

 

  

 

  

 

  

Beverage Solutions

$

192,591

$

150,507

$

685,303

$

551,013

Sustainable Sourcing & Traceability1

 

35,132

 

39,885

 

182,569

 

147,131

Total of Reportable Segments

$

227,723

$

190,392

$

867,872

$

698,144

Three Months Ended December 31, 

Year Ended December 31, 

(Thousands)

    

2022

    

2021

    

2022

    

2021

Gross Profit

 

  

 

  

 

  

 

  

Beverage Solutions

$

32,297

$

33,171

$

140,692

$

127,699

Sustainable Sourcing & Traceability

 

2,000

 

6,480

 

12,073

 

17,724

Total of Reportable Segments

$

34,297

$

39,651

$

152,765

$

145,423

Three Months Ended December 31, 

Year Ended December 31, 

(Thousands)

    

2022

    

2021

    

2022

    

2021

Adjusted EBITDA

 

  

 

  

 

  

 

  

Beverage Solutions

$

15,175

$

11,544

$

53,951

$

41,468

Sustainable Sourcing & Traceability

 

2,278

 

2,659

 

6,102

 

5,706

Total of Reportable Segments

$

17,453

$

14,203

$

60,053

$

47,174


1 - Net of intersegment revenues


Non-GAAP Financial Measures

We refer to EBITDA and Adjusted EBITDA in our analysis of our results of operations, which are not required by, or presented in accordance with, accounting principles generally accepted in the United States (“GAAP”). While we believe that net (loss) income, as defined by GAAP, is the most appropriate earnings measure, we also believe that EBITDA and Adjusted EBITDA are important non-GAAP supplemental measures of operating performance as they contribute to a meaningful evaluation of the Company’s future operating performance and comparisons to the Company’s past operating performance. Additionally, we use these non-GAAP financial measures in evaluating the performance of our segments, to make operational and financial decisions and in our budgeting and planning process. The Company believes that providing these non-GAAP financial measures to investors helps investors evaluate the Company’s operating performance, profitability and business trends in a way that is consistent with how management evaluates such performance.

We define “EBITDA” as net (loss) income, as defined by GAAP, before interest expense, provision for income taxes and depreciation and amortization. We define “Adjusted EBITDA” as EBITDA before equity-based compensation expense and the impact, which may be recurring in nature, of acquisition, restructuring and integration related costs, including management services and consulting agreements entered into in connection with the acquisition of S&D Coffee, Inc., impairment charges, changes in the fair value of warrant liabilities, non-cash mark-to-market adjustments, certain costs specifically excluded from the calculation of EBITDA under our material debt agreements, such as facility start-up costs, the write off of unamortized deferred financing costs, costs incurred as a result of the early repayment of debt, gains or losses on dispositions, and other similar or infrequent items (although we may not have had such charges in the periods presented). We believe EBITDA and Adjusted EBITDA are important supplemental measures to net (loss) income because they provide additional information to evaluate our operating performance on an unleveraged basis. In addition, Adjusted EBITDA is calculated similar to defined terms in our material debt agreements used to determine compliance with specific financial covenants.

Since EBITDA and Adjusted EBITDA are not measures calculated in accordance with GAAP, they should be viewed in addition to, and not be considered as alternatives for, net (loss) income determined in accordance with GAAP. Further, our computations of EBITDA and Adjusted EBITDA may not be comparable to that reported by other companies that define EBITDA and Adjusted EBITDA differently than we do.