0001806347false0001806347wch:WarrantSeachWholeWarrantExercisableForOneshareOfCommonStockParValue0.01PerShareMember2023-05-112023-05-110001806347us-gaap:CommonStockMember2023-05-112023-05-1100018063472023-05-112023-05-11

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): May 11, 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 May 11, 2023, Westrock Coffee Company (the “Company”) issued a press release announcing its financial results for the first quarter ended March 31, 2023. The first quarter 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 May 11, 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: May 11, 2023

Exhibit 99.1

Westrock Coffee Reports First Quarter 2023 Results and

Reaffirms Guidance for 2023

Little Rock, Ark. (May 11, 2023) – Westrock Coffee Company (Nasdaq: WEST) (“Westrock Coffee” or the “Company”) today reported financial results for the first quarter ended March 31, 2023.

Scott T. Ford, CEO and Co-founder stated, “We are pleased to report our first quarter results which continue to reflect the key product expansions of our growing platform, even as we work hard to bring through all of the potential EBITDA into our results. As 2023 begins to take shape, we are focused on our two major initiatives of successfully launching our Conway extract and ready-to-drink facility in the first quarter of 2024 and continuing the maturation of our existing operations to be able to capture the profitability intrinsically available from our growing large-scale, global customer base. To this end specifically, during the first quarter, we executed an enterprise resource planning system conversion in our Concord, North Carolina facilities so that all our internal systems would operate on a single platform. The conversion resulted in approximately two weeks of production downtime in our roast and ground business, which when combined with the then resource restrained single-serve product line capacities, cost us approximately $4.0 million in net profit for the quarter. I am pleased that this conversion is now behind us and that the long-awaited equipment expansion in our single-serve business is currently in place. Both of these efforts create a greater foundation for our long-term growth and prepare us to execute the launch of our Conway extract and ready-to-drink facility early next year.”

First Quarter Highlights

Consolidated net sales were $205.4 million for the first quarter of 2023, an increase of $19.0 million, or 10%, compared to the first quarter of 2022.
Consolidated gross profit for the first quarter of 2023 was $34.3 million and included $1.2 million of non-cash mark-to-market gains, compared to consolidated gross profit of $38.4 million for the first quarter of 2022, which included $1.1 million of non-cash mark-to-market gains. Gross profit was negatively impacted by unanticipated production down-time in the early part of the quarter related to the integration of a new enterprise resource planning system.
Net loss for the period was $4.3 million, compared to a net loss of $4.7 million for the first quarter of 2022. The $4.3 million net loss for the first quarter of 2023 included $6.6 million of acquisition, restructuring and integration expense and $5.5 million of non-cash income from the change in fair value of warrant liabilities. Net loss of $4.7 million for the first quarter of 2022 included $2.5 million of acquisition, restructuring and integration expense.
Adjusted EBITDA was $8.5 million for the first quarter of 2023, a decrease of $2.9 million, compared to the first quarter of 2022.
Beverage Solutions segment contributed $181.2 million of net sales and $8.4 million of Adjusted EBITDA for the first quarter of 2023, compared to $148.4 million and $10.4 million, respectively, for the first quarter of 2022.
SS&T segment, net of intersegment revenues, contributed $24.2 million of net sales and break-even Adjusted EBITDA for the first quarter of 2023, compared to $38.1 million and $1.0 million, respectively, for the first quarter of 2022.

2023 Outlook

The Company is reiterating its guidance for consolidated Adjusted EBITDA to grow 10% to 25% in full-year 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/BI78dac75fba2a4584b7ffab3e2ba56e26 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 timing and benefits of the build-out of the Company's Conway, Arkansas extract and ready-to-drink facility, the plans, objectives, expectations, and intentions of Westrock Coffee, 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 Roasting Co.; 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 Annual Report on Form 10-K, which was filed with the United States Securities and Exchange Commission (the “SEC”) on March 21, 2023, in Part I, Item 1A “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)

    

March 31, 2023

    

December 31, 2022

ASSETS

Cash and cash equivalents

$

23,688

$

16,838

Restricted cash

1,882

9,567

Accounts receivable, net of allowance for credit losses of $2,516 and $3,023, respectively

115,494

101,639

Inventories

142,576

145,836

Derivative assets

13,390

15,053

Prepaid expenses and other current assets

13,269

9,166

Total current assets

310,299

298,099

Property, plant and equipment, net

194,691

185,206

Goodwill

116,090

113,999

Intangible assets, net

128,992

130,886

Operating lease right-of-use assets

16,115

11,090

Other long-term assets

7,114

6,933

Total Assets

$

773,301

$

746,213

LIABILITIES, CONVERTIBLE PREFERRED SHARES, AND SHAREHOLDERS' EQUITY

Current maturities of long-term debt

$

9,287

$

11,504

Short-term debt

42,855

42,905

Accounts payable

101,540

116,675

Derivative liabilities

3,806

7,592

Accrued expenses and other current liabilities

36,899

37,459

Total current liabilities

194,387

216,135

Long-term debt, net

215,285

162,502

Deferred income taxes

10,823

14,355

Warrant liabilities

49,480

55,521

Other long-term liabilities

15,404

11,035

Total liabilities

485,379

459,548

Commitments and contingencies

Series A Convertible Preferred Shares, $0.01 par value, 24,000 shares authorized, 23,566 shares and 23,588 shares issued and outstanding at March 31, 2023 and December 31, 2022, respectively, $11.50 liquidation value

275,112

274,936

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, 75,628 shares and 75,020 shares issued and outstanding at March 31, 2023 and December 31, 2022, respectively

759

750

Additional paid-in-capital

345,840

342,664

Accumulated deficit

(332,383)

(328,042)

Accumulated other comprehensive loss

(3,881)

(6,103)

Total shareholders' equity attributable to Westrock Coffee Company

10,335

9,269

Noncontrolling interest

2,475

2,460

Total shareholders' equity

12,810

11,729

Total Liabilities, Convertible Preferred Shares, and Shareholders' Equity

$

773,301

$

746,213


Westrock Coffee Company

Condensed Consolidated Statements of Operations

(Unaudited)

Three Months Ended March 31, 

(Thousands, except per share data)

    

2023

    

2022

Net sales

$

205,442

$

186,428

Costs of sales

171,144

147,997

Gross profit

34,298

38,431

Selling, general and administrative expense

34,122

35,061

Acquisition, restructuring and integration expense

6,644

2,483

Loss on disposal of property, plant and equipment

896

105

Total operating expenses

41,662

37,649

Income (loss) from operations

(7,364)

782

Other (income) expense

Interest expense

6,029

8,048

Change in fair value of warrant liabilities

(5,529)

Other, net

821

(977)

Loss before income taxes

(8,685)

(6,289)

Income tax benefit

(4,359)

(1,584)

Net loss

$

(4,326)

$

(4,705)

Net income attributable to non-controlling interest

15

171

Net loss attributable to shareholders

(4,341)

(4,876)

Accretion of Series A Convertible Preferred Shares

(429)

Accumulating preferred dividends

(6,737)

Net loss attributable to common shareholders

$

(4,770)

$

(11,613)

Loss per common share(1):

Basic

$

(0.06)

$

(0.34)

Diluted

$

(0.13)

$

(0.34)

Weighted-average number of shares outstanding(1):

Basic

75,358

34,641

Diluted

76,693

34,641

(1) Retroactively adjusted the three months ended March 31, 2022 for de-SPAC merger transaction.


Westrock Coffee Company

Condensed Consolidated Statements of Cash Flows

(Unaudited)

Three Months Ended March 31, 

(Thousands)

    

2023

    

2022

Cash flows from operating activities:

Net loss

$

(4,326)

$

(4,705)

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

Depreciation and amortization

5,874

6,014

Equity-based compensation

1,548

171

Paid-in-kind interest added to debt principal

147

Provision for credit losses

497

897

Amortization of deferred financing fees included in interest expense

453

523

Loss on disposal of property, plant and equipment

896

105

Mark-to-market adjustments

(1,236)

(1,145)

Change in fair value of warrant liabilities

(5,529)

Foreign currency transactions

307

137

Deferred income tax (benefit) expense

(4,359)

(1,584)

Other

259

Change in operating assets and liabilities:

Accounts receivable

(14,048)

(9,468)

Inventories

6,626

(34,242)

Derivative assets and liabilities

(76)

(5,460)

Prepaid expense and other assets

(9,510)

(14,216)

Accounts payable

(10,756)

17,895

Accrued liabilities and other

8,249

6,531

Net cash used in operating activities

(25,131)

(38,400)

Cash flows from investing activities:

Additions to property, plant and equipment

(19,625)

(8,697)

Additions to intangible assets

(41)

Acquisition of business, net of cash acquired

(2,392)

Proceeds from sale of property, plant and equipment

30

861

Net cash used in investing activities

(22,028)

(7,836)

Cash flows from financing activities:

Payments on debt

(56,358)

(13,982)

Proceeds from debt

106,706

56,118

Payment of debt issuance costs

(405)

Net payments from repurchase agreements

(4,418)

Proceeds from exercise of stock options

63

Proceeds from exercise of Public Warrants

2,632

Payment for taxes for net share settlement of equity awards

(1,841)

(477)

Net cash provided by financing activities

46,379

41,659

Effect of exchange rate changes on cash

(55)

(106)

Net increase (decrease) in cash and cash equivalents and restricted cash

(835)

(4,683)

Cash and cash equivalents and restricted cash at beginning of period

26,405

22,870

Cash and cash equivalents and restricted cash at end of period

$

25,570

$

18,187

Supplemental non-cash investing and financing activities:

Property, plant and equipment acquired but not yet paid

$

4,168

$

Issuance of common shares related to Public Warrant exercise

3,144

Issuance of common shares related to acquisitions

446

Issuance of common shares related to conversion of Series A Preferred Shares

254

Accretion of convertible preferred shares

429

Accumulating preferred dividends

6,737


Westrock Coffee Company

Reconciliation of Net Loss to Non-GAAP Adjusted EBITDA

(Unaudited)

    

Three Months Ended March 31, 

(Thousands)

    

2023

    

2022

Net loss

$

(4,326)

$

(4,705)

Interest expense

 

6,029

 

8,048

Income tax benefit

 

(4,359)

 

(1,584)

Depreciation and amortization

 

5,874

 

6,014

EBITDA

 

3,218

 

7,773

Acquisition, restructuring and integration expense

 

6,644

 

2,483

Change in fair value of warrant liabilities

(5,529)

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

 

556

 

1,335

Equity-based compensation

 

1,548

 

171

Conway extract and ready-to-drink facility start-up costs

 

1,869

 

Mark-to-market adjustments

 

(1,236)

 

(1,145)

Loss on disposal of property, plant and equipment

 

896

 

105

Other

 

487

 

672

Adjusted EBITDA

$

8,453

$

11,394

Westrock Coffee Company

Reconciliation of Segment Results

(Unaudited)

Three Months Ended March 31, 

(Thousands)

    

2023

    

2022

Net Sales

 

  

 

  

Beverage Solutions

$

181,209

$

148,362

Sustainable Sourcing & Traceability1

 

24,233

 

38,066

Total of Reportable Segments

$

205,442

$

186,428

Three Months Ended March 31, 

(Thousands)

    

2023

    

2022

Gross Profit

 

  

 

  

Beverage Solutions

$

30,495

$

33,916

Sustainable Sourcing & Traceability

 

3,803

 

4,515

Total of Reportable Segments

$

34,298

$

38,431

Three Months Ended March 31, 

(Thousands)

    

2023

    

2022

Adjusted EBITDA

 

  

 

  

Beverage Solutions

$

8,421

$

10,420

Sustainable Sourcing & Traceability

 

32

 

974

Total of Reportable Segments

$

8,453

$

11,394


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.