0001806347false0001806347wch:WarrantSeachWholeWarrantExercisableForOneshareOfCommonStockParValue0.01PerShareMember2023-11-092023-11-090001806347us-gaap:CommonStockMember2023-11-092023-11-0900018063472023-11-092023-11-09

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): November 9, 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) 918-9358

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 November 9, 2023, Westrock Coffee Company (the “Company”) issued a press release announcing its financial results for the third quarter ended September 30, 2023. The third 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 November 9, 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: November 9, 2023

Exhibit 99.1

Westrock Coffee Company Reports Third Quarter 2023 Results

Little Rock, Ark. (November 9, 2023) – Westrock Coffee Company (Nasdaq: WEST) (“Westrock Coffee” or the “Company”) today reported financial results for the third quarter ended September 30, 2023.

Scott T. Ford, CEO and Co-founder stated, “Our third quarter performance was a mix of positives and negatives, the most important, unfortunately, being the rapid fall off in volume demand for our traditional roast and ground coffee products during the early part of the quarter, which drove weaker than projected Adjusted EBITDA results for the period. While hot coffee volumes have since stabilized and we continue to see great progress in monetizing our flavors, extracts and ingredients and single serve product portfolios, the negative impact of July and August in hot coffee was too much for the other parts of our business to overcome in the quarter. This will be less true next summer as our new extract and ready-to-drink facility in Conway, Arkansas is on schedule to begin production in the second quarter of 2024.”

Third Quarter Highlights

Consolidated net sales were $219.6 million for the third quarter of 2023, a decrease of $10.7 million, or 4.6%, compared to the third quarter of 2022.
Consolidated gross profit for the third quarter of 2023 was $35.1 million and included $1.8 million of out-of-period charges and $1.2 million of non-cash mark-to-market losses, compared to consolidated gross profit of $41.1 million for the third quarter of 2022, which included $0.5 million of non-cash mark-to-market losses.
Net income for the period was $16.6 million, compared to a net loss of $13.0 million for the third quarter of 2022. The $16.6 million net income for the third quarter of 2023 included $3.1 million of acquisition, restructuring and integration expense, $3.0 million of start-up costs related to our Conway, AR extract and ready-to-drink facility, and $25.1 million of non-cash gains from the change in fair value of warrant liabilities. Net loss of $13.0 million for the third quarter of 2022 included $4.0 million of acquisition, restructuring and integration expense and $5.2 million of non-cash expense from the change in fair value of warrant liabilities.
Adjusted EBITDA was $11.6 million for the third quarter of 2023, a decrease of $6.3 million, compared to the third quarter of 2022.
Beverage Solutions segment contributed $176.8 million of net sales and $9.9 million of Adjusted EBITDA for the third quarter of 2023, compared to $173.5 million and $15.9 million, respectively, for the third quarter of 2022.
SS&T segment, net of intersegment revenues, contributed $42.8 million of net sales and Adjusted EBITDA of $1.7 million for the third quarter of 2023, compared to $56.8 million and $2.0 million, respectively, for the third quarter of 2022.

2023 Outlook

The Company expects its 2023 outlook for Adjusted EBITDA to fall below its previously issued guidance range of flat to 10% over 2022. The Company will provide further details on its outlook on its third quarter conference call.

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/BI4fa3f978f6c641cc967a237a95250f87 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, and our ability to sell or commit the capacity prior to commencement of commercial production, 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; 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 or delays in bringing their products to market; 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)

    

September 30, 2023

    

December 31, 2022

ASSETS

Cash and cash equivalents

$

44,407

$

16,838

Restricted cash

4,408

9,567

Accounts receivable, net of allowance for credit losses of $3,301 and $3,023, respectively

99,564

101,639

Inventories

161,346

145,836

Derivative assets

15,159

15,053

Prepaid expenses and other current assets

14,712

9,166

Total current assets

339,596

298,099

Property, plant and equipment, net

287,763

185,206

Goodwill

116,353

113,999

Intangible assets, net

125,062

130,886

Operating lease right-of-use assets

14,496

11,090

Other long-term assets

7,801

6,933

Total Assets

$

891,071

$

746,213

LIABILITIES, CONVERTIBLE PREFERRED SHARES AND SHAREHOLDERS' EQUITY

Current maturities of long-term debt

$

9,293

$

11,504

Short-term debt

53,045

42,905

Accounts payable

62,393

116,675

Supply chain finance program

67,466

Derivative liabilities

5,098

7,592

Accrued expenses and other current liabilities

24,855

37,459

Total current liabilities

222,150

216,135

Long-term debt, net

205,767

162,502

Deferred income taxes

12,620

14,355

Warrant liabilities

36,175

55,521

Other long-term liabilities

13,879

11,035

Total liabilities

490,591

459,548

Commitments and contingencies

Series A Convertible Preferred Shares, $0.01 par value, 24,000 shares authorized, 23,512 shares and 23,588 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively, $11.50 liquidation value

274,303

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, 88,039 shares and 75,020 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively

880

750

Additional paid-in-capital

469,167

342,664

Accumulated deficit

(342,573)

(328,042)

Accumulated other comprehensive loss

(1,297)

(6,103)

Total shareholders' equity attributable to Westrock Coffee Company

126,177

9,269

Non-controlling interest

2,460

Total shareholders' equity

126,177

11,729

Total Liabilities, Convertible Preferred Shares and Shareholders' Equity

$

891,071

$

746,213


Westrock Coffee Company

Condensed Consolidated Statements of Operations

(Unaudited)

Three Months Ended September 30, 

Nine Months Ended September 30, 

(Thousands, except per share data)

    

2023

    

2022

    

2023

    

2022

Net sales

$

219,612

$

230,308

$

649,748

$

640,149

Costs of sales

184,546

189,169

544,707

521,681

Gross profit

35,066

41,139

105,041

118,468

Selling, general and administrative expense

37,050

31,223

105,275

101,332

Acquisition, restructuring and integration expense

3,137

3,959

12,682

8,746

Loss on disposal of property, plant and equipment

248

459

1,145

748

Total operating expenses

40,435

35,641

119,102

110,826

Income (loss) from operations

(5,369)

5,498

(14,061)

7,642

Other (income) expense

Interest expense, net

7,803

13,404

21,216

30,265

Change in fair value of warrant liabilities

(25,105)

5,215

(18,833)

5,215

Other, net

510

325

1,323

(785)

Income (loss) before income taxes and equity in earnings from unconsolidated entities

11,423

(13,446)

(17,767)

(27,053)

Income tax expense (benefit)

(5,212)

(428)

(3,331)

(3,511)

Equity in (earnings) loss from unconsolidated entities

14

80

Net income (loss)

$

16,621

$

(13,018)

$

(14,516)

$

(23,542)

Net income (loss) attributable to non-controlling interest

(22)

15

43

Net income (loss) attributable to shareholders

16,621

(12,996)

(14,531)

(23,585)

Participating securities' share in earnings

(3,912)

Accretion of Series A Convertible Preferred Shares

93

(249)

Loss on extinguishment of Redeemable Common Equivalent Preferred Units, net

(2,870)

(2,870)

Common equivalent preferred dividends

(4,380)

(4,380)

Accumulating preferred dividends

(13,882)

Net income (loss) attributable to common shareholders

$

12,802

$

(20,246)

$

(14,780)

$

(44,717)

Earnings (loss) per common share:

Basic

$

0.15

$

(0.41)

$

(0.19)

$

(1.12)

Diluted

$

0.15

$

(0.41)

$

(0.19)

$

(1.12)

Weighted-average number of shares outstanding:

Basic

83,437

49,795

78,203

39,819

Diluted

107,080

49,795

78,203

39,819


Westrock Coffee Company

Condensed Consolidated Statements of Cash Flows

(Unaudited)

Nine Months Ended September 30, 

(Thousands)

    

2023

    

2022

Cash flows from operating activities:

Net loss

$

(14,516)

$

(23,542)

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

Depreciation and amortization

18,419

17,782

Equity-based compensation

6,297

1,184

Paid-in-kind interest added to debt principal

295

Provision for credit losses

278

1,286

Amortization of deferred financing fees included in interest expense, net

1,560

1,350

Write-off of unamortized deferred financing fees

4,296

Loss on debt extinguishment

1,580

Loss on disposal of property, plant and equipment

1,145

748

Mark-to-market adjustments

(1,045)

793

Change in fair value of warrant liabilities

(18,833)

5,215

Foreign currency transactions

1,481

355

Deferred income tax (benefit) expense

(3,331)

(3,511)

Other

1,443

Change in operating assets and liabilities:

Accounts receivable

1,993

(13,891)

Inventories

(14,153)

(61,180)

Derivative assets and liabilities

4,090

(14,661)

Prepaid expense and other assets

(8,469)

(14,944)

Accounts payable

(50,254)

29,834

Accrued liabilities and other

(1,236)

7,477

Net cash used in operating activities

(75,131)

(59,534)

Cash flows from investing activities:

Additions to property, plant and equipment

(121,545)

(22,966)

Additions to intangible assets

(147)

(135)

Acquisition of business, net of cash acquired

(2,392)

Acquisition of equity method investments and non-marketable securities

(1,385)

Proceeds from sale of property, plant and equipment

198

3,300

Net cash used in investing activities

(125,271)

(19,801)

Cash flows from financing activities:

Payments on debt

(170,522)

(407,384)

Proceeds from debt

221,509

319,100

Proceeds from supply chain financing program

69,787

Payments on supply chain financing program

(2,321)

Proceeds from related party debt

11,700

Debt extinguishment costs

(1,580)

Payment of debt issuance costs

(3,023)

(6,007)

Proceeds from de-SPAC merger and PIPE financing

255,737

Proceeds from common equity issuance

118,767

Payment of common equity issuance costs

(1,000)

(24,220)

Payment of preferred equity issuance costs

(1,250)

Net proceeds from (repayments of) repurchase agreements

(8,553)

10,951

Proceeds from exercise of stock options

848

Proceeds from exercise of Public Warrants

2,632

Common equivalent preferred dividends

(4,380)

Payment for purchase of non-controlling interest

(2,000)

Payment for taxes for net share settlement of equity awards

(2,977)

(477)

Net cash provided by financing activities

223,147

152,190

Effect of exchange rate changes on cash

(335)

(179)

Net increase in cash and cash equivalents and restricted cash

22,410

72,676

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

$

48,815

$

95,546

Supplemental non-cash investing and financing activities:

Property, plant and equipment acquired but not yet paid

$

4,441

$

596

Issuance of common shares related to Public Warrant exercise

3,144

Issuance of common shares related to restricted stock units vesting

3,320

Issuance of common shares related to acquisitions

446

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

882

Issuance of common shares related to purchase of non-controlling interest

475

Accretion of convertible preferred shares

249

Accumulating preferred dividends

13,882

Exchange of Redeemable Common Equivalent Preferred Units for Series A Convertible Preferred Shares

271,539

Exchange of Redeemable Common Equivalent Preferred Units for common shares

24,214

Related party debt exchanged for common shares

25,000

Loss on extinguishment of Common Equivalent Preferred Units

2,870


Westrock Coffee Company

Reconciliation of Net Income (Loss) to Non-GAAP Adjusted EBITDA

(Unaudited)

    

Three Months Ended September 30, 

Nine Months Ended September 30, 

(Thousands)

    

2023

    

2022

2023

    

2022

Net income (loss)

$

16,621

$

(13,018)

$

(14,516)

$

(23,542)

Interest expense, net

 

7,803

 

13,404

 

21,216

 

30,265

Income tax expense (benefit)

 

(5,212)

 

(428)

 

(3,331)

 

(3,511)

Depreciation and amortization

 

6,364

 

5,816

 

18,419

 

17,782

EBITDA

 

25,576

 

5,774

 

21,788

 

20,994

Acquisition, restructuring and integration expense

 

3,137

 

3,959

 

12,682

 

8,746

Change in fair value of warrant liabilities

(25,105)

5,215

(18,833)

5,215

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

 

 

834

 

556

 

3,035

Equity-based compensation

 

2,439

 

705

 

6,297

 

1,184

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

 

3,035

 

 

6,615

 

Mark-to-market adjustments

 

1,160

 

543

 

(1,045)

 

793

Loss on disposal of property, plant and equipment

 

248

 

459

 

1,145

 

748

Other

 

1,105

 

424

 

2,153

 

1,885

Adjusted EBITDA

$

11,595

$

17,913

$

31,358

$

42,600

Westrock Coffee Company

Reconciliation of Segment Results

(Unaudited)

Three Months Ended September 30, 

Nine Months Ended September 30, 

(Thousands)

    

2023

    

2022

    

2023

    

2022

Net Sales

 

  

 

  

 

  

 

  

Beverage Solutions

$

176,818

$

173,486

$

547,746

$

492,712

Sustainable Sourcing & Traceability1

 

42,794

 

56,822

 

102,002

 

147,437

Total of Reportable Segments

$

219,612

$

230,308

$

649,748

$

640,149

Three Months Ended September 30, 

Nine Months Ended September 30, 

(Thousands)

    

2023

    

2022

    

2023

    

2022

Gross Profit

 

  

 

  

 

  

 

  

Beverage Solutions

$

31,898

$

37,120

$

94,868

$

108,395

Sustainable Sourcing & Traceability

 

3,168

 

4,019

 

10,173

 

10,073

Total of Reportable Segments

$

35,066

$

41,139

$

105,041

$

118,468

Three Months Ended September 30, 

Nine Months Ended September 30, 

(Thousands)

    

2023

    

2022

    

2023

    

2022

Adjusted EBITDA

 

  

 

  

 

  

 

  

Beverage Solutions

$

9,884

$

15,885

$

29,965

$

38,776

Sustainable Sourcing & Traceability

 

1,711

 

2,028

 

1,393

 

3,824

Total of Reportable Segments

$

11,595

$

17,913

$

31,358

$

42,600


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, net, 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.