Westrock Coffee Co
For the period ended Dec 31, 2023. Filed Mar 15, 2024.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2023 · Filed Mar 15, 2024
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| | Westrock Coffee Company | |
|---|---|---|
| Date: March 15, 2024 | By: | /s/ T. Christopher Pledger |
| | Name: | T. Christopher Pledger |
| | Title: | Chief Financial Officer |
| | | (Principal Financial Officer) |
| | | |
| Date: March 15, 2024 | By: | /s/ Blake Schuhmacher |
| | Name: | Blake Schuhmacher |
| | Title: | Chief Accounting Officer |
| | | (Principal Accounting Officer) |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| Name | Title | Date | ||
|---|---|---|---|---|
| | | | | |
| /s/ Scott T. Ford | Chief Executive Officer and Director | March 15, 2024 | ||
| Scott T. Ford | (Principal Executive Officer) | |||
| | | | | |
| /s/ T. Christopher Pledger | Chief Financial Officer | March 15, 2024 | ||
| T. Christopher Pledger | (Principal Financial Officer) | |||
| | | | | |
| /s/ Blake Schuhmacher | Chief Accounting Officer | March 15, 2024 | ||
| Blake Schuhmacher | (Principal Accounting Officer) | |||
| | | | | |
| /s/ Joe T. Ford | Chairman of the Board, Director | March 15, 2024 | ||
| Joe T. Ford | ||||
| | | | | |
| /s/ R. Patrick Kruczek | Director | March 15, 2024 | ||
| R. Patrick Kruczek | ||||
| | | | | |
| /s/ Hugh McColl, III | Director | March 15, 2024 | ||
| Hugh McColl, III | ||||
| | | | | |
| /s/ R. Brad Martin | Director | March 15, 2024 | ||
| R. Brad Martin | ||||
| | | | | |
| /s/ Mark Edmunds | Director | March 15, 2024 | ||
| Mark Edmunds | ||||
| | | | | |
| /s/ Josie C. Natori | | Director | | March 15, 2024 |
| Josie C. Natori | | | | |
| | | | | |
| /s/ Leslie Starr | | Director | | March 15, 2024 |
| Leslie Starr | | | | |
| | | | | |
| /s/Oluwatoyin Umesiri | | Director | | March 15, 2024 |
| Oluwatoyin Umesiri | | | | |
| | | | | |
| /s/Jeffrey H. Fox | | Director | | March 15, 2024 |
| Jeffrey H. Fox | | | | |
SCHEDULE I
CONDENSED BALANCE SHEET
| | | | | | | |
|---|---|---|---|---|---|---|
| (Thousands, except par value) | December 31, 2023 | December 31, 2022 | ||||
| ASSETS | | | | | | |
| Cash and cash equivalents | | $49 | | $77 | ||
| Related party receivables | | | 60 | | | 2,000 |
| Total current assets | | | 109 | | | 2,077 |
| | | | | | | |
| Deferred income taxes | | | 4,332 | | | 1,032 |
| Investment in consolidated subsidiaries | | | 432,991 | | | 336,753 |
| Total Assets | | $437,432 | | $339,862 | ||
| | | | | | | |
| LIABILITIES, CONVERTIBLE PREFERRED SHARES AND SHAREHOLDERS' EQUITY | | | | | | |
| Accrued expenses and other current liabilities | | $30 | | $38 | ||
| Related party payables | | | 4,645 | | | 98 |
| Total current liabilities | | | 4,675 | | | 136 |
| | | | | | | |
| Warrant liabilities | | | 44,801 | | | 55,521 |
| Total liabilities | | | 49,476 | | | 55,657 |
| | | | | | | |
| 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 | | | 113,740 | | | 9,269 |
| | | | | | | |
| Total Liabilities, Convertible Preferred Shares and Shareholders' Equity | | $437,432 | | $339,862 | ||
SCHEDULE I
CONDENSED STATEMENTS OF OPERATIONS
| | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|
| · · Year Ended December 31, | |||||||||
| (Thousands, except per share data) · 2023 · 2022 · 2021 | |||||||||
| Selling, general and administrative expense | | $8,764 | | $— | | $— | |||
| Transaction, restructuring and integration expense | | | 344 | | | — | | | — |
| Total operating expenses | | | 9,108 | | | — | | | — |
| Loss from operations | | | (9,108) | | | — | | | — |
| Other (income) expense | | | | | | | | | |
| Change in fair value of warrant liabilities | | | (10,207) | | | 29,675 | | | — |
| Other, net | | | (24) | | | — | | | — |
| Loss (earnings) from consolidated subsidiaries | | | 39,006 | | | 23,364 | | | 21,947 |
| Loss before income taxes | | | (37,883) | | | (53,039) | | | (21,947) |
| Income tax expense (benefit) | | | (3,301) | | | 2,146 | | | — |
| Net loss attributable to shareholders | | | (34,582) | | | (55,185) | | | (21,947) |
| Comprehensive loss attributable to common shareholders | | $(24,822) | | $(95,754) | | $(37,957) | |||
SCHEDULE I
CONDENSED STATEMENTS OF CASH FLOWS
| | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|
| · · Year Ended December 31, | |||||||||
| (Thousands) | 2023 | 2022 | 2021 | ||||||
| Cash flows from operating activities: | | | | | | | | | |
| Net cash used in operating activities | | $(22,981) | | $(14,950) | | $(22,425) | |||
| Cash flows from financing activities: | | | | | | | | | |
| Proceeds from related party debt | | | — | | | 11,700 | | | — |
| Proceeds from issuance of common equivalent preferred units | | | — | | | — | | | 17,000 |
| 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) | | | — |
| Common equivalent preferred dividends | | | — | | | (4,380) | | | — |
| Payment of taxes for net share settlement of equity awards | | | (2,977) | | | (477) | | | — |
| Proceeds from exercise of stock options | | | 848 | | | 375 | | | (162) |
| Proceeds from exercise of Public Warrants | | | 2,632 | | | — | | | — |
| Intercompany transactions, net | | | (95,317) | | | (223,700) | | | 6,607 |
| Net cash provided by financing activities | | | 22,953 | | | 14,007 | | | 23,445 |
| Net increase (decrease) in cash and cash equivalents and restricted cash | | | (28) | | | (943) | | | 1,020 |
| Cash and cash equivalents and restricted cash at beginning of period | | | 77 | | | 1,020 | | | — |
| Cash and cash equivalents and restricted cash at end of period | | $49 | | $77 | | $1,020 | |||
Notes to Parent Company Only Condensed Financial Statements
Note 1. Basis of Presentation
The condensed financial statements of Westrock Coffee Company (the “Registrant”) have been prepared in accordance with Rule 12-04, Schedule I of Regulation S-X, as the restricted assets of the subsidiaries of Westrock, as defined in Rule 4-08(e)(3) of Regulation S-X, exceed 25% of the consolidated net assets of the Company.
The condensed financial statements of Westrock Coffee Company have been prepared using the same accounting principles and policies described in Note 3, Summary of Significant Accounting Policies, of Part II, Item 8 Financial Statements and Supplementary Data of this Annual Report on Form 10-K, with the only exception being that the parent company accounts for its subsidiaries using the equity method of accounting. The parent company condensed financial information should be read in conjunction with the Company’s consolidated financial statements and the accompanying notes thereto included in Part II, Item 8 of this Annual Report on Form 10-K.
Note 2. Debt Restrictions
Pursuant to the terms of the Credit Agreement, Westrock Beverage Solutions, LLC has restrictions on its ability to (i) declare or pay dividends or make any other distribution whether in cash, property, securities or a combination thereof or (ii) directly or indirectly redeem, purchase, retire or otherwise acquire for value any of Westrock Beverage Solutions, LLC’s equity interests or set aside any amount for such purpose, other than through the issuance of qualified equity interests, as defined in the Credit Agreement.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.