0001806347false0001806347wch:WarrantSeachWholeWarrantExercisableForOneshareOfCommonStockParValue0.01PerShareMember2024-08-082024-08-080001806347us-gaap:CommonStockMember2024-08-082024-08-0800018063472024-08-082024-08-08

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): August 8, 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

4th Floor

Little RockAR 72212

(Address of Principal Executive Offices, and Zip Code)

(501) 918-9358

Registrant’s Telephone Number, Including Area Code

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 August 8, 2024, Westrock Coffee Company (the “Company”) issued a press release announcing its financial results for the second quarter ended June 30, 2024. The second quarter 2024 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 August 8, 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: August 8, 2024

Westrock Coffee Company Reports Second Quarter 2024 Results

Updates 2024 and Reaffirms 2025 Guidance

Little Rock, Ark., August 8, 2024 (GLOBE NEWSWIRE) – Westrock Coffee Company (Nasdaq: WEST) (“Westrock Coffee” or the “Company”) today reported financial results for the second quarter ended June 30, 2024.

Second Quarter Highlights

Consolidated Results

Net sales were $208.4 million for the second quarter of 2024, a decrease of $16.3 million, or 7.3%, compared to the second quarter of 2023.
Gross profit for the second quarter of 2024 was $41.4 million and included $1.5 million of non-cash mark-to-market gains, compared to gross profit of $35.7 million for the second quarter of 2023, which included $1.0 million of non-cash mark-to-market gains.
Net loss for the period was $17.8 million, compared to a net loss of $26.8 million for the second quarter of 2023.  The $17.8 million net loss for the second quarter of 2024 included $4.4 million of transaction, restructuring and integration expense, $13.6 million of start-up costs related to our Conway, Arkansas extract and ready-to-drink facility, and $1.6 million of non-cash gains from the change in fair value of warrant liabilities.  The $26.8 million net loss for the second quarter of 2023 included $2.9 million of transaction, restructuring and integration expense, $1.7 million of start-up costs related to our Conway, Arkansas extract and ready-to-drink facility, and $11.8 million of non-cash charges from the change in fair value of warrant liabilities.  
Adjusted EBITDA was $13.7 million for the second quarter of 2024, an increase of $2.4 million, or 20.8%, compared to the second quarter of 2023.  

Segment Results

Beverage Solutions segment contributed $163.3 million of net sales and $13.2 million of Adjusted EBITDA for the second quarter of 2024, compared to $189.7 million and $11.7 million, respectively, for the second quarter of 2023.
SS&T segment, net of intersegment revenues, contributed $45.1 million of net sales and $0.4 million of Adjusted EBITDA for the second quarter of 2024, compared to $35.0 million and ($0.4 million), respectively, for the second quarter of 2023.

Scott T. Ford, CEO and Co-founder stated, “The second quarter of 2024 was an important quarter at Westrock Coffee for several reasons. First, it represents our second consecutive quarter of year-over-year growth in Adjusted EBITDA – up 31.8% in the first quarter and now up 20.8% in the second quarter, while our Beverage Solutions Adjusted EBITDA margin improved almost 200 basis points, year over year. And perhaps more importantly, the second quarter marked our first commercial sale of multi-serve bottles, and first commercial production of cans, from our Conway extract and ready-to-drink facility. Also, given our updated sales ramp visibility for our Conway extract and RTD plant, we are narrowing our 2024 guidance range to $60 - $65 million of Adjusted EBITDA, while simultaneously reaffirming our preliminary guidance for Adjusted EBITDA of $115 million in fiscal year 2025.

2024 and 2025 Outlook

The Company is updating its guidance for Adjusted EBITDA, and the Company now expects Adjusted EBITDA to be between $60 million and $65 million in fiscal year 2024. Westrock Coffee is lowering the top end of its range to account for the Company’s current expectations regarding the timing of the commercialization of customers at its Conway, Arkansas extract and ready-to-drink facility. The Company is affirming its guidance for Adjusted EBITDA of $115 million


in fiscal year 2025.  Management will provide additional details regarding the 2024 and 2025 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 (loss) 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/BI9bad72ca08ef456698dffe2f12427ebd 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 numerous countries of origin.

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, our 2025 preliminary 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 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 extract and ready-to-drink 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 15, 2024, 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

Condensed Consolidated Balance Sheets

(Unaudited)

(Thousands, except par value)

    

June 30, 2024

    

December 31, 2023

ASSETS

Cash and cash equivalents

$

24,316

$

37,196

Restricted cash

1,711

644

Accounts receivable, net of allowance for credit losses of $3,941 and $2,915, respectively

102,071

99,158

Inventories

163,703

149,921

Derivative assets

17,751

13,658

Prepaid expenses and other current assets

22,973

12,473

Total current assets

332,525

313,050

Property, plant and equipment, net

418,247

344,038

Goodwill

116,111

116,111

Intangible assets, net

118,953

122,945

Operating lease right-of-use assets

62,643

67,601

Other long-term assets

7,894

7,769

Total Assets

$

1,056,373

$

971,514

LIABILITIES, CONVERTIBLE PREFERRED SHARES AND SHAREHOLDERS' EQUITY

Current maturities of long-term debt

$

12,137

$

9,811

Short-term debt

54,552

43,694

Accounts payable

43,091

69,106

Supply chain finance program

76,336

78,076

Derivative liabilities

5,044

3,731

Accrued expenses and other current liabilities

62,707

35,217

Total current liabilities

253,867

239,635

Long-term debt, net

280,255

223,092

Convertible notes payable - related party, net

49,671

Deferred income taxes

13,288

10,847

Operating lease liabilities

59,287

63,554

Warrant liabilities

43,148

44,801

Other long-term liabilities

1,287

1,629

Total liabilities

700,803

583,558

Commitments and contingencies

Series A Convertible Preferred Shares, $0.01 par value, 24,000 shares authorized, 23,512 shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively, $11.50 liquidation value

274,042

274,216

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, 88,366 shares and 88,051 shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively

884

880

Additional paid-in-capital

476,795

471,666

Accumulated deficit

(404,056)

(362,624)

Accumulated other comprehensive income

7,905

3,818

Total shareholders' equity

81,528

113,740

Total Liabilities, Convertible Preferred Shares and Shareholders' Equity

$

1,056,373

$

971,514


Westrock Coffee Company

Condensed Consolidated Statements of Operations

(Unaudited)

Three Months Ended June 30, 

Six Months Ended June 30, 

(Thousands, except per share data)

    

2024

    

2023

    

2024

    

2023

Net sales

$

208,389

$

224,694

$

400,889

$

430,136

Costs of sales

166,986

189,018

322,212

360,162

Gross profit

41,403

35,676

78,677

69,974

Selling, general and administrative expense

51,610

34,170

96,050

68,292

Transaction, restructuring and integration expense

4,399

2,901

7,363

9,545

Impairment charges

831

831

Loss on disposal of property, plant and equipment

971

973

896

Total operating expenses

57,811

37,071

105,217

78,733

Loss from operations

(16,408)

(1,395)

(26,540)

(8,759)

Other (income) expense

Interest expense

7,453

7,385

15,032

13,414

Change in fair value of warrant liabilities

(1,612)

11,800

(1,653)

6,272

Other, net

98

(9)

233

811

Loss before income taxes and equity in earnings from unconsolidated entities

(22,347)

(20,571)

(40,152)

(29,256)

Income tax expense (benefit)

(4,645)

6,240

1,170

1,881

Equity in (earnings) loss from unconsolidated entities

57

110

Net loss

$

(17,759)

$

(26,811)

$

(41,432)

$

(31,137)

Net income (loss) attributable to non-controlling interest

15

Net loss attributable to shareholders

(17,759)

(26,811)

(41,432)

(31,152)

Accretion of Series A Convertible Preferred Shares

87

87

174

(341)

Net loss attributable to common shareholders

$

(17,672)

$

(26,724)

$

(41,258)

$

(31,493)

Loss per common share:

Basic

$

(0.20)

$

(0.35)

$

(0.47)

$

(0.42)

Diluted

$

(0.20)

$

(0.35)

$

(0.47)

$

(0.42)

Weighted-average number of shares outstanding:

Basic

88,323

75,726

88,209

75,543

Diluted

88,323

75,726

88,209

75,543


Westrock Coffee Company

Condensed Consolidated Statements of Cash Flows

(Unaudited)

Six Months Ended June 30, 

(Thousands)

    

2024

    

2023

Cash flows from operating activities:

Net loss

$

(41,432)

$

(31,137)

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

Depreciation and amortization

15,516

12,055

Impairment charges

831

Equity-based compensation

5,481

3,857

Provision for credit losses

1,026

653

Amortization of deferred financing fees included in interest expense

1,715

988

Loss on disposal of property, plant and equipment

973

896

Mark-to-market adjustments

(3,162)

(2,205)

Change in fair value of warrant liabilities

(1,653)

6,272

Foreign currency transactions

53

907

Deferred income tax expense (benefit)

1,170

1,881

Other

490

992

Change in operating assets and liabilities:

Accounts receivable

(3,954)

649

Inventories

(12,912)

(6,874)

Derivative assets and liabilities

4,709

693

Prepaid expense and other assets

733

(8,529)

Accounts payable

(20,211)

(24,080)

Accrued liabilities and other

34,936

7,314

Net cash used in operating activities

(15,691)

(35,668)

Cash flows from investing activities:

Additions to property, plant and equipment

(105,105)

(55,745)

Additions to intangible assets

(104)

(95)

Acquisition of business, net of cash acquired

(2,392)

Proceeds from sale of property, plant and equipment

449

57

Net cash used in investing activities

(104,760)

(58,175)

Cash flows from financing activities:

Payments on debt

(134,634)

(79,795)

Proceeds from debt

184,124

156,118

Payments on supply chain financing program

(49,612)

Proceeds from supply chain financing program

47,872

29,026

Proceeds from convertible notes payable

22,000

Proceeds from convertible notes payable - related party

50,000

Payment of debt issuance costs

(2,965)

(2,582)

Payment of convertible notes payable issuance costs

(511)

Net proceeds from (repayments of) repurchase agreements

(7,343)

(5,236)

Proceeds from exercise of stock options

12

63

Proceeds from exercise of Public Warrants

2,632

Proceeds from issuance of common stock

635

Payment of equity issuance costs

(10)

Payment for purchase of non-controlling interest

(2,000)

Payment for taxes for net share settlement of equity awards

(1,159)

(1,841)

Net cash provided by financing activities

108,409

96,385

Effect of exchange rate changes on cash

229

(165)

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

(11,813)

2,377

Cash and cash equivalents and restricted cash at beginning of period

37,840

26,405

Cash and cash equivalents and restricted cash at end of period

$

26,027

$

28,782


Westrock Coffee Company

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

(Unaudited)

Three Months Ended

    

Six Months Ended

June 30, 

June 30, 

(Thousands)

    

2024

    

2023

    

2024

    

2023

Net loss

$

(17,759)

$

(26,811)

$

(41,432)

$

(31,137)

Interest expense

 

7,453

 

7,385

 

15,032

 

13,414

Income tax expense (benefit)

 

(4,645)

 

6,240

 

1,170

 

1,881

Depreciation and amortization

 

7,968

 

6,181

 

15,516

 

12,055

EBITDA

 

(6,983)

 

(7,005)

 

(9,714)

 

(3,787)

Transaction, restructuring and integration expense

 

4,399

 

2,901

 

7,363

 

9,545

Change in fair value of warrant liabilities

(1,612)

11,800

(1,653)

6,272

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

 

 

 

 

556

Equity-based compensation

 

3,025

 

2,310

 

5,481

 

3,857

Impairment charges

831

 

831

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

13,612

1,711

23,408

3,580

Mark-to-market adjustments

 

(1,522)

 

(969)

 

(3,162)

 

(2,205)

Loss on disposal of property, plant and equipment

 

971

 

 

973

 

896

Other

 

943

 

562

 

1,279

 

1,049

Adjusted EBITDA

$

13,664

$

11,310

$

24,806

$

19,763

Westrock Coffee Company

Reconciliation of Segment Results

(Unaudited)

Three Months Ended June 30, 

Six Months Ended June 30, 

(Thousands)

    

2024

    

2023

    

2024

    

2023

Net Sales

 

  

 

  

 

  

 

  

Beverage Solutions

$

163,253

$

189,719

$

321,312

$

370,928

Sustainable Sourcing & Traceability1

 

45,136

 

34,975

 

79,577

 

59,208

Total of Reportable Segments

$

208,389

$

224,694

$

400,889

$

430,136

Three Months Ended June 30, 

Six Months Ended June 30, 

(Thousands)

    

2024

    

2023

    

2024

    

2023

Gross Profit

 

  

 

  

 

  

 

  

Beverage Solutions

$

36,615

$

32,475

$

69,614

$

62,970

Sustainable Sourcing & Traceability

 

4,788

 

3,201

 

9,063

 

7,004

Total of Reportable Segments

$

41,403

$

35,676

$

78,677

$

69,974

Three Months Ended June 30, 

Six Months Ended June 30, 

(Thousands)

    

2024

    

2023

    

2024

    

2023

Adjusted EBITDA

 

  

 

  

 

  

 

  

Beverage Solutions

$

13,245

$

11,660

$

24,045

$

20,081

Sustainable Sourcing & Traceability

 

419

 

(350)

 

761

 

(318)

Total of Reportable Segments

$

13,664

$

11,310

$

24,806

$

19,763


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 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.