0001806347false0001806347wch:WarrantSeachWholeWarrantExercisableForOneshareOfCommonStockParValue0.01PerShareMember2024-03-122024-03-120001806347us-gaap:CommonStockMember2024-03-122024-03-1200018063472024-03-122024-03-12

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 12, 2024

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 March 12, 2024, Westrock Coffee Company (the “Company”) issued a press release announcing its financial results for the fourth quarter and full year ended December 31, 2023. The fourth quarter and full year 2023 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 12, 2024

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 12, 2024

Westrock Coffee Company Reports Fourth Quarter and Full Year 2023 Results and Provides 2024 Outlook

Little Rock, Ark., March 12, 2024 (GLOBE NEWSWIRE) – Westrock Coffee Company (Nasdaq: WEST) (“Westrock Coffee” or the “Company”) today reported financial results for the fourth quarter and full year ended December 31, 2023 and provides its outlook on fiscal 2024.

Scott T. Ford, CEO and Co-founder stated, “We are pleased to announce our fourth quarter, and full year, 2023 financial results.  Last year was a significant transition year for Westrock and we now enter 2024 with a number of critical system migrations and capital equipment upgrades behind us.  The entire team worked tirelessly to modernize our legacy manufacturing operations while simultaneously building a new Extract and Ready-to-Drink plant in Conway, Arkansas which is scheduled to deliver its first commercial products to customers next month.”  

Fourth Quarter Highlights

Consolidated net sales were $215.0 million for the fourth quarter of 2023, a decrease of $12.8 million, or 5.6%, compared to the fourth quarter of 2022.
Consolidated gross profit for the fourth quarter of 2023 was $34.8 million and included $0.9 million of non-cash mark-to-market losses, compared to consolidated gross profit of $34.3 million for the fourth quarter of 2022, which included $2.7 million of non-cash mark-to-market losses.
Net loss for the fourth quarter of 2023 was $20.1 million, compared to a net loss of $31.9 million for the fourth quarter of 2022.  The $20.1 million net loss for the fourth quarter of 2023 included $1.9 million of transaction, restructuring and integration expense, $5.1 million of start-up costs related to our Conway, AR extract and ready-to-drink facility, and $8.6 million of non-cash expense from the change in fair value of warrant liabilities.  The $31.9 million net loss for the fourth quarter of 2022 included $4.4 million of transaction, restructuring and integration expense and $24.5 million of non-cash expense from the change in fair value of warrant liabilities.  
Adjusted EBITDA was $13.7 million for the fourth quarter of 2023, a decrease of $3.7 million, compared to the fourth quarter of 2022.  
Beverage Solutions segment contributed $175.1 million of net sales and $11.7 million of Adjusted EBITDA for the fourth quarter of 2023, compared to $192.6 million and $15.2 million, respectively, for the fourth quarter of 2022.
SS&T segment, net of intersegment revenues, contributed $39.8 million of net sales and $2.1 million of Adjusted EBITDA for the fourth quarter of 2023, compared to $35.1 million and $2.3 million, respectively, for the fourth quarter of 2022.

Full Year 2023 Highlights

Consolidated net sales were $864.7 million for the year ended December 31, 2023, a decrease of $3.2 million, or 0.4% compared to the year ended December 31, 2022.
Consolidated gross profit was $139.9 million for the year ended December 31, 2023, and included $0.1 million of non-cash mark-to-market gains, compared to $152.8 million for the year ended December 31, 2022, which included $3.5 million of non-cash mark-to-market losses.  
Net loss was $34.6 million for the year ended December 31, 2023, compared to a net loss of $55.5 million for the year ended December 31, 2022.  The $34.6 million net loss for the year ended December 31, 2023 included $14.6 million of transaction, restructuring and integration expense and $11.7 million of start-up costs related to our Conway, AR extract and ready-to-drink facility, partially offset by a $10.2 million non-cash gain from the change in fair value of warrant liabilities.  The $55.5 million net loss for the year ended December 31, 2022 included

$13.2 million of transaction, 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.
Adjusted EBITDA was $45.1 million for the year ended December 31, 2023, a decrease of $15.0 million, or 25%, compared to the year ended December 31, 2022.
Beverage Solutions segment contributed $722.9 million of net sales and $41.6 million of Adjusted EBITDA for the year ended December 31, 2023, compared to $685.3 million and $54.0 million, respectively, for the year ended December 31, 2022.
Sustainable Sourcing & Traceability (“SS&T”) segment, net of intersegment revenues, contributed $141.8 million of net sales and $3.5 million of Adjusted EBITDA for the year ended December 31, 2023, compared to $182.6 million and $6.1 million, respectively, in the year ended December 31, 2022.
At December 31, 2023, the Company had approximately $147.2 million of unrestricted cash and undrawn borrowings under its revolving credit facility, and the Company’s consolidated leverage ratio was 4.4x based on net debt to fourth quarter annualized Adjusted EBITDA.

2024 Outlook

As previously disclosed on February 15, 2024, the Company expects consolidated Adjusted EBITDA to be between $60 million and $80 million in fiscal 2024. The guidance range is necessarily broad to account for the range of results the Company may experience as it commences operations at its Extract and RTD facility in Conway, Arkansas and the commercialization of customers at that facility. 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 2024 outlook on its earnings results call to be held 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/BIa80ab8d7d9824bdcb8f729b24cb36937 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 2024 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 joint ventures 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:

Westrock Coffee: PR@westrockcoffee.com

Investor Contact:

Westrock Coffee: IR@westrockcoffee.com


Westrock Coffee Company

Consolidated Balance Sheets

(Unaudited)

(Thousands, except par value)

    

December 31, 2023

    

December 31, 2022

ASSETS

Cash and cash equivalents

$

37,196

$

16,838

Restricted cash

644

9,567

Accounts receivable, net of allowance for credit losses of $5,653 and $3,023, respectively

99,158

101,639

Inventories

149,921

145,836

Derivative assets

13,658

15,053

Prepaid expenses and other current assets

12,473

9,166

Total current assets

313,050

298,099

Property, plant and equipment, net

344,038

185,206

Goodwill

116,111

113,999

Intangible assets, net

122,945

130,886

Operating lease right-of-use assets

13,919

11,090

Other long-term assets

7,769

6,933

Total Assets

$

917,832

$

746,213

LIABILITIES, CONVERTIBLE PREFERRED SHARES AND SHAREHOLDERS' EQUITY

Current maturities of long-term debt

$

9,811

$

11,504

Short-term debt

43,694

42,905

Accounts payable

69,106

116,675

Supply chain finance program

78,076

Derivative liabilities

3,731

7,592

Accrued expenses and other current liabilities

33,879

37,459

Total current liabilities

238,297

216,135

Long-term debt, net

223,092

162,502

Deferred income taxes

10,847

14,355

Warrant liabilities

44,801

55,521

Other long-term liabilities

12,839

11,035

Total liabilities

529,876

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 December 31, 2023 and December 31, 2022, respectively, $11.50 liquidation value

274,216

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, 88,051 shares and 75,020 shares issued and outstanding at December 31, 2023 and December 31, 2022, respectively

880

750

Additional paid-in-capital

471,666

342,664

Accumulated deficit

(362,624)

(328,042)

Accumulated other comprehensive income (loss)

3,818

(6,103)

Total shareholders' equity attributable to Westrock Coffee Company

113,740

9,269

Non-controlling interest

2,460

Total shareholders' equity

113,740

11,729

Total Liabilities, Convertible Preferred Shares and Shareholders' Equity

$

917,832

$

746,213


Westrock Coffee Company

Consolidated Statements of Operations

(Unaudited)

Three Months Ended December 31, 

Year Ended December 31, 

(Thousands, except per share data)

    

2023

    

2022

    

2023

    

2022

Net sales

$

214,966

$

227,723

$

864,714

$

867,872

Costs of sales

180,149

193,426

724,856

715,107

Gross profit

34,817

34,297

139,858

152,765

Selling, general and administrative expense

39,302

28,653

144,577

129,985

Transaction, restructuring and integration expense

1,875

4,423

14,557

13,169

Loss on disposal of property, plant and equipment

8

187

1,153

935

Total operating expenses

41,185

33,263

160,287

144,089

Income (loss) from operations

(6,368)

1,034

(20,429)

8,676

Other (income) expense

Interest expense, net

7,941

5,232

29,157

35,497

Change in fair value of warrant liabilities

8,626

24,460

(10,207)

29,675

Other, net

123

(361)

1,446

(1,146)

Loss before income taxes and equity in earnings from unconsolidated entities

(23,058)

(28,297)

(40,825)

(55,350)

Income tax expense (benefit)

(3,027)

3,622

(6,358)

111

Equity in (earnings) loss from unconsolidated entities

20

100

Net loss

$

(20,051)

$

(31,919)

$

(34,567)

$

(55,461)

Net income (loss) attributable to non-controlling interest

(319)

15

(276)

Net loss attributable to shareholders

(20,051)

(31,600)

(34,582)

(55,185)

Accretion of Series A Convertible Preferred Shares

88

(1,316)

(161)

(1,316)

Loss on extinguishment of Redeemable Common Equivalent Preferred Units, net

(2,870)

Common equivalent preferred dividends

(4,380)

Accumulating preferred dividends

(13,882)

Net loss attributable to common shareholders

$

(19,963)

$

(32,916)

$

(34,743)

$

(77,633)

Loss per common share:

Basic

$

(0.23)

$

(0.44)

$

(0.43)

$

(1.60)

Diluted

$

(0.23)

$

(0.44)

$

(0.43)

$

(1.60)

Weighted-average number of shares outstanding:

Basic

88,047

74,038

80,684

48,444

Diluted

88,047

74,038

80,684

48,444


Westrock Coffee Company

Consolidated Statements of Cash Flows

(Unaudited)

Year Ended December 31, 

(Thousands)

    

2023

    

2022

Cash flows from operating activities:

Net loss

$

(34,567)

$

(55,461)

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

Depreciation and amortization

26,584

24,210

Equity-based compensation

8,708

2,631

Paid-in-kind interest added to debt principal

295

Provision for credit losses

2,979

1,790

Amortization of deferred financing fees included in interest expense, net

3,517

1,726

Write-off of unamortized deferred financing fees

4,296

Loss on debt extinguishment

1,580

Loss on disposal of property, plant and equipment

1,153

935

Mark-to-market adjustments

(104)

3,502

Change in fair value of warrant liabilities

(10,207)

29,675

Foreign currency transactions

1,864

667

Deferred income tax benefit

(6,512)

(2,037)

Other

2,486

1,204

Change in operating assets and liabilities:

Accounts receivable

(312)

(16,789)

Inventories

915

(46,770)

Derivative assets and liabilities

6,440

(22,937)

Prepaid expense and other assets

(1,890)

(15,476)

Accounts payable

(59,292)

27,646

Accrued liabilities and other

(5,826)

2,685

Net cash used in operating activities

(64,064)

(56,628)

Cash flows from investing activities:

Additions to property, plant and equipment

(164,611)

(63,261)

Additions to intangible assets

(173)

(167)

Acquisition of business, net of cash acquired

(2,392)

(14,885)

Acquisition of equity method investments and non-marketable securities

(1,385)

Proceeds from sale of property, plant and equipment

206

4,144

Net cash used in investing activities

(168,355)

(74,169)

Cash flows from financing activities:

Payments on debt

(199,196)

(438,571)

Proceeds from debt

258,490

328,539

Payments on supply chain financing program

(32,141)

Proceeds from supply chain financing program

110,217

Proceeds from related party debt

11,700

Debt extinguishment costs

(1,580)

Payment of debt issuance costs

(3,158)

(6,007)

Proceeds from de-SPAC merger and PIPE financing

255,737

Payment of common equity issuance costs

(1,000)

(23,998)

Proceeds from common equity issuance

118,767

Payment of preferred equity issuance costs

(1,250)

Net proceeds from (repayments of) repurchase agreements

(6,268)

14,588

Proceeds from exercise of stock options

848

375

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

244,214

134,676

Effect of exchange rate changes on cash

(360)

(344)

Net increase in cash and cash equivalents and restricted cash

11,435

3,535

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

$

37,840

$

26,405


Westrock Coffee Company

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

(Unaudited)

Three Months Ended

    

Year Ended

December 31, 

December 31, 

(Thousands)

    

2023

    

2022

    

2023

    

2022

Net loss

$

(20,051)

$

(31,919)

$

(34,567)

$

(55,461)

Interest expense, net

 

7,941

 

5,232

 

29,157

 

35,497

Income tax expense (benefit)

 

(3,027)

 

3,622

 

(6,358)

 

111

Depreciation and amortization

 

8,166

 

6,428

 

26,584

 

24,210

EBITDA

 

(6,971)

 

(16,637)

 

14,816

 

4,357

Transaction, restructuring and integration expense

 

1,875

 

4,423

 

14,557

 

13,169

Change in fair value of warrant liabilities

8,626

24,460

(10,207)

29,675

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

 

 

833

 

556

 

3,868

Equity-based compensation

 

2,411

 

1,447

 

8,708

 

2,631

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

5,083

11,698

Mark-to-market adjustments

 

941

 

2,709

 

(104)

 

3,502

Loss on disposal of property, plant and equipment

 

8

 

187

 

1,153

 

935

Other

 

1,750

 

31

 

3,904

 

1,916

Adjusted EBITDA

$

13,723

$

17,453

$

45,081

$

60,053

Westrock Coffee Company

Reconciliation of Segment Results

(Unaudited)

Three Months Ended December 31, 

Year Ended December 31, 

(Thousands)

    

2023

    

2022

    

2023

    

2022

Net Sales

 

  

 

  

 

  

 

  

Beverage Solutions

$

175,119

$

192,591

$

722,865

$

685,303

Sustainable Sourcing & Traceability1

 

39,847

 

35,132

 

141,849

 

182,569

Total of Reportable Segments

$

214,966

$

227,723

$

864,714

$

867,872

Three Months Ended December 31, 

Year Ended December 31, 

(Thousands)

    

2023

    

2022

    

2023

    

2022

Gross Profit

 

  

 

  

 

  

 

  

Beverage Solutions

$

31,031

$

32,297

$

125,899

$

140,692

Sustainable Sourcing & Traceability

 

3,786

 

2,000

 

13,959

 

12,073

Total of Reportable Segments

$

34,817

$

34,297

$

139,858

$

152,765

Three Months Ended December 31, 

Year Ended December 31, 

(Thousands)

    

2023

    

2022

    

2023

    

2022

Adjusted EBITDA

 

  

 

  

 

  

 

  

Beverage Solutions

$

11,659

$

15,175

$

41,624

$

53,951

Sustainable Sourcing & Traceability

 

2,064

 

2,278

 

3,457

 

6,102

Total of Reportable Segments

$

13,723

$

17,453

$

45,081

$

60,053


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 transaction, 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 income (loss) 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.