Westrock Coffee Company Reports Third Quarter 2024 Results
| Westrock Coffee Company Condensed Consolidated Balance Sheets (Unaudited) | ||||||||
| (Thousands, except par value) | September 30, 2024 | December 31, 2023 | ||||||
| ASSETS | ||||||||
| Cash and cash equivalents | $ | 22,359 | $ | 37,196 | ||||
| Restricted cash | 10,321 | 644 | ||||||
| Accounts receivable, net of allowance for credit losses of $3,447 and $2,915, respectively | 102,669 | 99,158 | ||||||
| Inventories | 160,644 | 149,921 | ||||||
| Derivative assets | 16,720 | 13,658 | ||||||
| Prepaid expenses and other current assets | 23,921 | 12,473 | ||||||
| Total current assets | 336,634 | 313,050 | ||||||
| Property, plant and equipment, net | 438,617 | 344,038 | ||||||
| Goodwill | 116,111 | 116,111 | ||||||
| Intangible assets, net | 116,968 | 122,945 | ||||||
| Operating lease right-of-use assets | 61,404 | 67,601 | ||||||
| Other long-term assets | 7,380 | 7,769 | ||||||
| Total Assets | $ | 1,077,114 | $ | 971,514 | ||||
| LIABILITIES, CONVERTIBLE PREFERRED SHARES AND SHAREHOLDERS' EQUITY | ||||||||
| Current maturities of long-term debt | $ | 12,137 | $ | 9,811 | ||||
| Short-term debt | 58,007 | 43,694 | ||||||
| Accounts payable | 52,320 | 69,106 | ||||||
| Supply chain finance program | 70,881 | 78,076 | ||||||
| Derivative liabilities | 10,204 | 3,731 | ||||||
| Accrued expenses and other current liabilities | 38,479 | 35,217 | ||||||
| Total current liabilities | 242,028 | 239,635 | ||||||
| Long-term debt, net | 326,122 | 223,092 | ||||||
| Convertible notes payable - related party, net | 49,689 | - | ||||||
| Deferred income taxes | 14,475 | 10,847 | ||||||
| Operating lease liabilities | 58,507 | 63,554 | ||||||
| Warrant liabilities | 729 | 44,801 | ||||||
| Other long-term liabilities | 1,286 | 1,629 | ||||||
| Total liabilities | 692,836 | 583,558 | ||||||
| Commitments and contingencies | ||||||||
| Series A Convertible Preferred Shares, $0.01 par value, 24,000 shares authorized, 23,511 shares and 23,512 shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively, $11.50 liquidation value | 273,938 | 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, 94,073 shares and 88,051 shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively | 941 | 880 | ||||||
| Additional paid-in-capital | 515,925 | 471,666 | ||||||
| Accumulated deficit | (418,315 | ) | (362,624 | ) | ||||
| Accumulated other comprehensive income | 11,789 | 3,818 | ||||||
| Total shareholders' equity | 110,340 | 113,740 | ||||||
| Total Liabilities, Convertible Preferred Shares and Shareholders' Equity | $ | 1,077,114 | $ | 971,514 | ||||
| Westrock Coffee Company Condensed Consolidated Statements of Operations (Unaudited) | ||||||||||||||||
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
| (Thousands, except per share data) | 2024 | 2023 | 2024 | 2023 | ||||||||||||
| Net sales | $ | 220,860 | $ | 219,612 | $ | 621,749 | $ | 649,748 | ||||||||
| Costs of sales | 183,775 | 184,546 | 505,987 | 544,707 | ||||||||||||
| Gross profit | 37,085 | 35,066 | 115,762 | 105,041 | ||||||||||||
| Selling, general and administrative expense | 46,132 | 37,050 | 142,182 | 105,275 | ||||||||||||
| Transaction, restructuring and integration expense | 2,538 | 3,137 | 9,901 | 12,682 | ||||||||||||
| Impairment charges | 1,165 | - | 1,996 | - | ||||||||||||
| (Gain) loss on disposal of property, plant and equipment | (8 | ) | 248 | 965 | 1,145 | |||||||||||
| Total operating expenses | 49,827 | 40,435 | 155,044 | 119,102 | ||||||||||||
| Loss from operations | (12,742 | ) | (5,369 | ) | (39,282 | ) | (14,061 | ) | ||||||||
| Other (income) expense | ||||||||||||||||
| Interest expense | 6,889 | 7,803 | 21,921 | 21,216 | ||||||||||||
| Change in fair value of warrant liabilities | (5,481 | ) | (25,105 | ) | (7,134 | ) | (18,833 | ) | ||||||||
| Other, net | (10 | ) | 510 | 223 | 1,323 | |||||||||||
| (Loss) income before income taxes and equity in earnings from unconsolidated entities | (14,140 | ) | 11,423 | (54,292 | ) | (17,767 | ) | |||||||||
| Income tax expense (benefit) | 84 | (5,212 | ) | 1,254 | (3,331 | ) | ||||||||||
| Equity in (earnings) loss from unconsolidated entities | 35 | 14 | 145 | 80 | ||||||||||||
| Net (loss) income | $ | (14,259 | ) | $ | 16,621 | $ | (55,691 | ) | $ | (14,516 | ) | |||||
| Net loss attributable to non-controlling interest | - | - | - | 15 | ||||||||||||
| Net (loss) income attributable to shareholders | (14,259 | ) | 16,621 | (55,691 | ) | (14,531 | ) | |||||||||
| Participating securities' share in earnings | - | (3,912 | ) | - | - | |||||||||||
| Accretion of Series A Convertible Preferred Shares | 88 | 93 | 262 | (249 | ) | |||||||||||
| Net (loss) income attributable to common shareholders | $ | (14,171 | ) | $ | 12,802 | $ | (55,429 | ) | $ | (14,780 | ) | |||||
| (Loss) earnings per common share: | ||||||||||||||||
| Basic | $ | (0.16 | ) | $ | 0.15 | $ | (0.63 | ) | $ | (0.19 | ) | |||||
| Diluted | $ | (0.16 | ) | $ | 0.15 | $ | (0.63 | ) | $ | (0.19 | ) | |||||
| Weighted-average number of shares outstanding: | ||||||||||||||||
| Basic | 88,540 | 83,437 | 88,320 | 78,203 | ||||||||||||
| Diluted | 88,540 | 107,080 | 88,320 | 78,203 | ||||||||||||
| Westrock Coffee Company Condensed Consolidated Statements of Cash Flows (Unaudited) | ||||||||
| Nine Months Ended September 30, | ||||||||
| (Thousands) | 2024 | 2023 | ||||||
| Cash flows from operating activities: | ||||||||
| Net loss | $ | (55,691 | ) | $ | (14,516 | ) | ||
| Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||||||||
| Depreciation and amortization | 23,196 | 18,419 | ||||||
| Impairment charges | 1,996 | - | ||||||
| Equity-based compensation | 8,508 | 6,297 | ||||||
| Provision for credit losses | 1,368 | 278 | ||||||
| Amortization of deferred financing fees included in interest expense | 2,432 | 1,560 | ||||||
| Loss on disposal of property, plant and equipment | 965 | 1,145 | ||||||
| Mark-to-market adjustments | (2,692 | ) | (1,045 | ) | ||||
| Change in fair value of warrant liabilities | (7,134 | ) | (18,833 | ) | ||||
| Foreign currency transactions | 461 | 1,481 | ||||||
| Deferred income tax expense (benefit) | 1,133 | (3,331 | ) | |||||
| Other | 1,003 | 1,443 | ||||||
| Change in operating assets and liabilities: | ||||||||
| Accounts receivable | (4,930 | ) | 1,993 | |||||
| Inventories | (7,191 | ) | (14,153 | ) | ||||
| Derivative assets and liabilities | 12,685 | 4,090 | ||||||
| Prepaid expense and other assets | 1,447 | (8,469 | ) | |||||
| Accounts payable | (2,650 | ) | (50,254 | ) | ||||
| Accrued liabilities and other | 9,071 | (1,236 | ) | |||||
| Net cash used in operating activities | (16,023 | ) | (75,131 | ) | ||||
| Cash flows from investing activities: | ||||||||
| Additions to property, plant and equipment | (141,451 | ) | (121,545 | ) | ||||
| Additions to intangible assets | (144 | ) | (147 | ) | ||||
| 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 | 1,225 | 198 | ||||||
| Net cash used in investing activities | (140,370 | ) | (125,271 | ) | ||||
| Cash flows from financing activities: | ||||||||
| Payments on debt | (151,968 | ) | (170,522 | ) | ||||
| Proceeds from debt | 250,882 | 221,509 | ||||||
| Payments on supply chain financing program | (121,203 | ) | (2,321 | ) | ||||
| Proceeds from supply chain financing program | 114,008 | 69,787 | ||||||
| Proceeds from convertible notes payable | 22,000 | - | ||||||
| Proceeds from convertible notes payable - related party | 50,000 | - | ||||||
| Payment of debt issuance costs | (3,329 | ) | (3,023 | ) | ||||
| Payment of convertible notes payable issuance costs | (511 | ) | - | |||||
| Net proceeds from (repayments of) repurchase agreements | (7,111 | ) | (8,553 | ) | ||||
| Proceeds from exercise of stock options | 12 | 848 | ||||||
| Proceeds from exercise of Public Warrants | - | 2,632 | ||||||
| Proceeds from issuance of common stock | 635 | 118,767 | ||||||
| Payment of equity issuance costs | (10 | ) | (1,000 | ) | ||||
| Payment for purchase of non-controlling interest | - | (2,000 | ) | |||||
| Payment for taxes for net share settlement of equity awards | (2,041 | ) | (2,977 | ) | ||||
| Net cash provided by financing activities | 151,364 | 223,147 | ||||||
| Effect of exchange rate changes on cash | (131 | ) | (335 | ) | ||||
| Net (decrease) increase in cash and cash equivalents and restricted cash | (5,160 | ) | 22,410 | |||||
| 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 | $ | 32,680 | $ | 48,815 | ||||
| Westrock Coffee Company Summary of Segment Results (Unaudited) | ||||||||||||
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||
| (Thousands) | 2024 | 2023 | 2024 | 2023 | ||||||||
| Beverage Solutions | ||||||||||||
| Net sales | $ | 164,010 | $ | 176,818 | $ | 485,322 | $ | 547,746 | ||||
| Segment Adjusted EBITDA1 | 11,752 | 9,884 | 35,797 | 29,965 | ||||||||
| Sustainable Sourcing & Traceability | ||||||||||||
| Net sales2 | $ | 56,850 | $ | 42,794 | $ | 136,427 | $ | 102,002 | ||||
| Segment Adjusted EBITDA1 | 2,475 | 1,711 | 3,236 | 1,393 |
______________________________
1 - Segment Adjusted EBITDA is a segment performance measure. While not a U.S. GAAP measure, a segment performance measure is required to be disclosed by U.S. GAAP in accordance with FASB Accounting Standards Codification 280, Segment Reporting. Segment Adjusted EBITDA is defined consistently with Consolidated Adjusted EBITDA, except that it excludes scale-up costs related to the Conway extract and ready-to-drink facility. Refer to the Notes to Condensed Consolidated Financial Statements included in our Quarterly Report on Form 10-Q for additional information regarding our segments and a reconciliation of Segment Adjusted EBITDA to consolidated net income (loss).
2 - Net of intersegment revenues.
| Westrock Coffee Company Reconciliation of Net Income (Loss) to Non-GAAP Consolidated Adjusted EBITDA (Unaudited) | ||||||||||||||||
| Three Months Ended | Nine Months Ended | |||||||||||||||
| September 30, | September 30, | |||||||||||||||
| (Thousands) | 2024 | 2023 | 2024 | 2023 | ||||||||||||
| Net (loss) income | $ | (14,259 | ) | $ | 16,621 | $ | (55,691 | ) | $ | (14,516 | ) | |||||
| Interest expense | 6,889 | 7,803 | 21,921 | 21,216 | ||||||||||||
| Income tax expense (benefit) | 84 | (5,212 | ) | 1,254 | (3,331 | ) | ||||||||||
| Depreciation and amortization | 7,680 | 6,364 | 23,196 | 18,419 | ||||||||||||
| EBITDA | 394 | 25,576 | (9,320 | ) | 21,788 | |||||||||||
| Transaction, restructuring and integration expense | 2,538 | 3,137 | 9,901 | 12,682 | ||||||||||||
| Change in fair value of warrant liabilities | (5,481 | ) | (25,105 | ) | (7,134 | ) | (18,833 | ) | ||||||||
| Management and consulting fees (S&D Coffee, Inc. acquisition) | - | - | - | 556 | ||||||||||||
| Equity-based compensation | 3,028 | 2,439 | 8,508 | 6,297 | ||||||||||||
| Impairment charges | 1,165 | - | 1,996 | - | ||||||||||||
| Conway extract and ready-to-drink facility pre-production costs | 7,937 | 3,035 | 30,115 | 6,615 | ||||||||||||
| Mark-to-market adjustments | 470 | 1,160 | (2,692 | ) | (1,045 | ) | ||||||||||
| Loss on disposal of property, plant and equipment | (8 | ) | 248 | 965 | 1,145 | |||||||||||
| Other | 226 | 1,105 | 1,506 | 2,153 | ||||||||||||
| Consolidated Adjusted EBITDA | $ | 10,269 | $ | 11,595 | $ | 33,845 | $ | 31,358 | ||||||||
Historically, the Company has presented Consolidated Adjusted EBITDA3 as excluding (i) preproduction costs it has incurred to place the Conway, Arkansas extract and ready-to-drink facility into commercial service (“pre-production costs”), and (ii) a portion of the operating costs the Company incurs to produce products for sale as it scales its production capabilities within the facility (“scale-up costs”). The Company disclosed these costs under the heading“Conway extract and ready-to-drink facility start-up costs” in its reconciliation of net (loss) income to Adjusted EBITDA for historical financial results. Beginning in the third quarter of 2024, the Company no longer excludes scale-up costs in the determination of Consolidated Adjusted EBITDA. Consolidated Adjusted EBITDA for the three and six months ended June 30, 2024 has been revised to exclude the impact of scale-up costs, as follows:
| Three Months Ended | Six Months Ended | |||||||
| (Thousands) | June 30, 2024 | June 30, 2024 | ||||||
| Consolidated Adjusted EBITDA, as presented | $ | 13,664 | $ | 24,806 | ||||
| Conway extract and ready-to-drink facility scale-up costs | (1,230 | ) | (1,230 | ) | ||||
| Consolidated Adjusted EBITDA, as revised | $ | 12,434 | $ | 23,576 | ||||
______________________________
3 In prior filings and earnings releases,“Consolidated Adjusted EBITDA” was referred to as“Adjusted EBITDA”.
Non-GAAP Financial Measures
We refer to EBITDA and Consolidated 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 Consolidated 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. The Company believes that providing these non-GAAP financial measures 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“Consolidated 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 non-capitalizable costs necessary to place the Conway extract and ready-to-drink facility into commercial production, 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 Consolidated Adjusted EBITDA are important supplemental measures to net (loss) income because they provide additional information to evaluate our operating performance on an unleveraged basis.
Since EBITDA and Consolidated 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 Consolidated Adjusted EBITDA may not be comparable to that reported by other companies that define EBITDA and Consolidated Adjusted EBITDA differently than we do.

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