Le Lézard
Classified in: Business
Subjects: EARNINGS, Conference Call, Webcast

Westrock Coffee Schedules Closing of Merger with Riverview and Reports Second Quarter 2022 Results


Westrock Coffee Holdings, LLC ("Westrock Coffee" or the "Company") today reported financial results for the second quarter ended June 30, 2022.

Second Quarter 2022 Highlights:

Scott T. Ford, CEO and Co-founder, stated, "In the second quarter, we continued to see year-over-year growth in our single serve cup and extract product lines which reinforces the mix shift we are seeing across our industry and allowed us to achieve first half 2022 Adjusted EBITDA growth of 27%, compared to the first half of 2021. The combination of our traditional seasonality trends which are back half of the year weighted, and the back half of the year ramp in our Adjusted EBITDA due to the startup of significant new single serve cup volume that came online in June, sets us up for a strong 2022."

Mr. Ford continued, "Like our customers, our results are not immune from the recent inflationary pressures experienced across the country, so we are pleased to see gasoline prices beginning to normalize. Overall, we remain very well-positioned to meet our customers' expanding product needs in both the short and long term which should enable us to deliver corresponding strong financial results over time."

Quarterly Results

Consolidated net sales for the second quarter of 2022 increased 31% to $223.4 million, compared to $171.1 million for the second quarter of 2021. Net loss for the second quarter of 2022 was $5.8 million, compared to a net loss of $6.1 million for the second quarter of 2021. Adjusted EBITDA for the second quarter of 2022 was $13.3 million, representing Adjusted EBITDA growth of 19% when compared to the prior year second quarter.

Westrock Coffee's Beverage Solutions segment contributed $170.9 million of net sales and $12.5 million of Adjusted EBITDA for the second quarter of 2022, compared to $134.4 million and $10.3 million, respectively, for the second quarter of 2021. This represents year-over-year net sales growth of 27%, driven by a 57% increase in single serve cup and a 20% increase in flavors, extracts and ingredients volumes, and year-over-year Adjusted EBITDA growth of 21%.

Net sales in the Company's Sustainable Sourcing & Traceability ("SS&T") segment, net of intersegment revenues, grew to $52.5 million in the second quarter of 2022, compared to $36.7 million in the second quarter of 2021, driven by a 53% increase in average green coffee prices during the second quarter of 2022 compared to the second quarter of 2021. Westrock Coffee's SS&T segment contributed $0.8 million and $0.9 million of Adjusted EBITDA in the second quarter of 2022 and 2021, respectively.

Transaction update

As previously reported, Riverview Acquisition Corp. (NASDAQ: RVAC) ("Riverview") has scheduled a special meeting of its stockholders on August 25, 2022 to approve its previously announced business combination with Westrock Coffee. Subject to the receipt of Riverview stockholder approval and the satisfaction of the other closing conditions described in the transaction agreement between Riverview and Westrock Coffee, the Company expects to complete the merger with Riverview on or about August 26, 2022 and expects that shares of common stock will begin trading on Nasdaq under the symbol "WEST" on August 29, 2022.

About Westrock Coffee

Westrock Coffee Holdings, LLC is a leading integrated coffee, tea, flavors, extracts, and ingredients solutions provider in the U.S., 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.

About Riverview Acquisition Corporation

Riverview Acquisition Corp. is a blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses. Management is led by Chief Executive Officer R. Brad Martin, President Charles K. Slatery, and Chief Financial Officer Will Thompson.

Additional Information and Where to Find It

In connection with the proposed transaction, Westrock Coffee has filed with the Securities and Exchange Commission ("SEC") a registration statement on Form S-4 that includes a proxy statement of Riverview and a prospectus of Westrock Coffee, as well as other relevant documents concerning the proposed transaction. INVESTORS, SECURITY HOLDERS AND OTHER INTERESTED PERSONS ARE URGED TO READ THE REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS REGARDING THE TRANSACTION AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION. The definitive proxy statement / prospectus was mailed to stockholders of Riverview as of the record date of August 3, 2022. Riverview stockholders may obtain a free copy of the proxy statement/prospectus, as well as other filings containing information about Westrock Coffee and Riverview, without charge, at the SEC's website (http://www.sec.gov). Copies of the proxy statement/prospectus can also be obtained, without charge, by directing a request to Riverview Acquisition Corp., 510 South Mendenhall Road, Suite 200, Memphis, TN 38117, (901) 767-5576.

Participants in Solicitation

Riverview and its directors and executive officers may be deemed participants in the solicitation of proxies from Riverview's stockholders with respect to the proposed business combination. A list of the names of those directors and executive officers and a description of their interests in Riverview is contained in Westrock Coffee's registration statement on Form S-4, initially filed on April 25, 2022, with the SEC, and subsequently amended on June 10, 2022, July 15, 2022, August 1, 2022 and August 3, 2022, which is available free of charge at the SEC's website at www.sec.gov.

The Company and its directors and executive officers may also be deemed to be participants in the solicitation of proxies from the stockholders of Riverview in connection with the proposed business combination. A list of the names of such directors and executive officers and information regarding their interests in the proposed business combination is included in the proxy statement/prospectus for the proposed business combination that Westrock Coffee has filed with the SEC.

No Offer or Solicitation

This communication does not constitute (i) a solicitation of a proxy, consent, or authorization with respect to any securities or in respect of the business combination or (ii) an offer to sell, a solicitation of an offer to buy, or a recommendation to purchase, any securities of Westrock Coffee, Riverview, the combined company or any of their respective affiliates. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom, nor shall any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction be affected. No securities commission or securities regulatory authority in the United States or any other jurisdiction has in any way passed upon the merits of the business combination or the accuracy or adequacy of this communication.

Forward Looking Statements

Certain statements included in this communication that are not historical facts are forward-looking statements. 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. These forward-looking statements include, but are not limited to, certain plans, expectations, goals, projections, and statements about the future operating and financial performance of Westrock Coffee, benefits of the proposed transaction, the plans, objections, expectations, and intentions of Westrock Coffee and Riverview, the expected timing of completion of the transaction, and other statements that are not historical facts. These statements are based on information available to Westrock Coffee and Riverview as of the date hereof and neither Westrock Coffee nor Riverview is under any duty to update any of the forward-looking statements after the date of this Presentation 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 respective management of Westrock Coffee and Riverview 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 and Riverview. 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; the inability of the parties to successfully or timely consummate the proposed transaction, including the risk that the approval of the requisite equity holders of Riverview is not obtained; failure to realize the anticipated benefits of the proposed transaction; 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 amount of redemption requests made by Riverview's stockholders; the ability of Riverview or Westrock Coffee to issue equity or equity-linked securities or obtain debt financing in connection with the proposed transaction or in the future; and those factors discussed in Riverview's final prospectus dated August 8, 2021, Riverview's annual report on Form 10-K for the year ended December 31, 2021, Riverview's quarterly report on Form 10-Q for the three months ended March 31, 2022 and June 30, 2022, Westrock Coffee's registration statement on Form S-4, which was initially filed on April 25, 2022, and subsequently amended on June 10, 2022, July 15, 2022, August 1, 2022 and August 3, 2022, in each case, under the heading "Risk Factors", and other documents Riverview or 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 neither Riverview nor Westrock Coffee presently know, or that Riverview or Westrock Coffee currently believe 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 Riverview's and Westrock Coffee's expectations, plans, or forecasts of future events and views as of the date of this communication. Riverview and Westrock Coffee anticipate that subsequent events and developments will cause Riverview's and Westrock Coffee's assessments to change. However, while Riverview and Westrock Coffee may elect to update these forward-looking statements at some point in the future, Riverview and Westrock Coffee specifically disclaim any obligation to do so. These forward-looking statements should not be relied upon as a representation of Riverview's and 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.

Westrock Coffee Holdings, LLC

Consolidated Balance Sheets

(Unaudited)

 

 

 

 

 

 

 

(Thousands, except unit values)

 

June 30, 2022

 

December 31, 2021

ASSETS

 

 

 

 

 

 

Cash and cash equivalents

 

$

14,343

 

 

$

19,344

 

Restricted cash

 

 

3,842

 

 

 

3,526

 

Accounts receivable, net

 

 

96,001

 

 

 

85,795

 

Inventories

 

 

155,323

 

 

 

109,166

 

Derivative assets

 

 

15,692

 

 

 

13,765

 

Prepaid expenses and other current assets

 

 

8,894

 

 

 

6,410

 

Total current assets

 

 

294,095

 

 

 

238,006

 

 

 

 

 

 

 

 

Property, plant and equipment, net

 

 

131,802

 

 

 

127,613

 

Goodwill

 

 

97,053

 

 

 

97,053

 

Intangible assets, net

 

 

122,565

 

 

 

125,914

 

Other long-term assets

 

 

15,931

 

 

 

4,434

 

Total Assets

 

$

661,446

 

 

$

593,020

 

 

 

 

 

 

 

 

LIABILITIES, REDEEMABLE UNITS, AND UNITHOLDERS' DEFICIT

 

 

 

 

 

 

Current maturities of long-term debt

 

$

8,157

 

 

$

8,735

 

Short-term debt

 

 

67,871

 

 

 

4,510

 

Short-term related party debt

 

 

?

 

 

 

34,199

 

Accounts payable

 

 

117,871

 

 

 

80,405

 

Derivative liabilities

 

 

7,583

 

 

 

14,021

 

Accrued expenses and other current liabilities

 

 

29,842

 

 

 

26,370

 

Total current liabilities

 

 

231,324

 

 

 

168,240

 

 

 

 

 

 

 

 

Long-term debt, net

 

 

297,044

 

 

 

277,064

 

Subordinated related party debt

 

 

13,300

 

 

 

13,300

 

Deferred income taxes

 

 

20,132

 

 

 

25,515

 

Other long-term liabilities

 

 

11,589

 

 

 

3,028

 

Total liabilities

 

 

573,389

 

 

 

487,147

 

 

 

 

 

 

 

 

Commitments and contingencies

 

 

 

 

 

 

 

 

 

 

 

 

 

Series A Redeemable Common Equivalent Preferred Units: $0 par value, 222,150,000 units authorized, issued and outstanding

 

 

277,762

 

 

 

264,729

 

Series B Redeemable Common Equivalent Preferred Units: $0 par value, 17,000,000 units authorized, issued and outstanding

 

 

17,991

 

 

 

17,142

 

 

 

 

 

 

 

 

Unitholders' Deficit

 

 

 

 

 

 

Common Units: $0 par value 375,420,213 units authorized; 332,209,476 units and 329,042,787 units issued and outstanding at June 30, 2022 and December 31, 2021, respectively

 

 

?

 

 

 

?

 

Additional paid-in-capital

 

 

60,975

 

 

 

60,973

 

Accumulated deficit

 

 

(276,196

)

 

 

(251,725

)

Accumulated other comprehensive income

 

 

4,724

 

 

 

12,018

 

Total unitholders' deficit attributable to Westrock Coffee Holdings, LLC

 

 

(210,497

)

 

 

(178,734

)

Noncontrolling interest

 

 

2,801

 

 

 

2,736

 

Total unitholders' deficit

 

 

(207,696

)

 

 

(175,998

)

 

 

 

 

 

 

 

Total Liabilities, Redeemable Units and Unitholders' Deficit

 

$

661,446

 

 

$

593,020

 

Westrock Coffee Holdings, LLC

Consolidated Statements of Operations

(Unaudited)

 

 

 

 

 

 

 

 

 Three Months Ended June 30,

Six Months Ended June 30,

(Thousands, except per unit data)

 

2022

 

2021

 

2022

 

2021

Net Sales

 

$

223,413

 

 

$

171,144

 

 

$

409,841

 

 

$

326,475

 

Costs of sales

 

 

184,515

 

 

 

136,791

 

 

 

332,512

 

 

 

258,987

 

Gross Profit

 

 

38,898

 

 

 

34,353

 

 

 

77,329

 

 

 

67,488

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Selling, general and administrative expense

 

 

35,048

 

 

 

31,819

 

 

 

70,109

 

 

 

63,506

 

Acquisition, restructuring and integration expense

 

 

2,304

 

 

 

926

 

 

 

4,787

 

 

 

1,943

 

Loss (gain) on disposal of property, plant and equipment

 

 

184

 

 

 

(25

)

 

 

289

 

 

 

243

 

Total operating expenses

 

 

37,536

 

 

 

32,720

 

 

 

75,185

 

 

 

65,692

 

Income from operations

 

 

1,362

 

 

 

1,633

 

 

 

2,144

 

 

 

1,796

 

Other (income) expense, net

 

 

(133

)

 

 

(58

)

 

 

(1,110

)

 

 

(238

)

Interest expense

 

 

8,813

 

 

 

8,261

 

 

 

16,861

 

 

 

15,669

 

Loss before income taxes

 

 

(7,318

)

 

 

(6,570

)

 

 

(13,607

)

 

 

(13,635

)

Income tax benefit

 

 

(1,499

)

 

 

(502

)

 

 

(3,083

)

 

 

(1,443

)

Net Loss

 

 

(5,819

)

 

 

(6,068

)

 

 

(10,524

)

 

 

(12,192

)

Net (loss) income attributable to non-controlling interest

 

 

(106

)

 

 

26

 

 

 

65

 

 

 

336

 

Net loss attributable to unitholders

 

 

(5,713

)

 

 

(6,094

)

 

 

(10,589

)

 

 

(12,528

)

Accumulating preferred dividends

 

 

(7,145

)

 

 

(6,109

)

 

 

(13,882

)

 

 

(11,848

)

Net loss attributable to common unitholders

 

$

(12,858

)

 

$

(12,203

)

 

$

(24,471

)

 

$

(24,376

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss per common unit:

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

(0.04

)

 

$

(0.04

)

 

$

(0.07

)

 

$

(0.07

)

Diluted

 

$

(0.04

)

 

$

(0.04

)

 

$

(0.07

)

 

$

(0.07

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-average number of units outstanding

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

332,209

 

 

 

329,043

 

 

 

331,195

 

 

 

328,062

 

Diluted

 

 

332,209

 

 

 

329,043

 

 

 

331,195

 

 

 

328,062

 

 

Westrock Coffee Holdings, LLC

Consolidated Statements of Cash Flows

(Unaudited)

 

 

 

 

 

 

 

 

 

Six Months Ended June 30,

(Thousands)

 

2022

 

2021

Cash flows from operating activities:

 

 

 

 

 

 

Net loss

 

$

(10,524

)

 

$

(12,192

)

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

 

 

 

 

Depreciation and amortization

 

 

11,966

 

 

 

12,314

 

Equity-based compensation

 

 

479

 

 

 

612

 

Paid-in-Kind interest added to debt principal

 

 

294

 

 

 

991

 

Allowance for credit losses

 

 

922

 

 

 

100

 

Amortization of deferred financing fees included in interest expense

 

 

1,046

 

 

 

903

 

Loss on disposal of property, plant and equipment

 

 

289

 

 

 

243

 

Mark-to-market adjustments

 

 

250

 

 

 

(1,975

)

Foreign currency transactions

 

 

91

 

 

 

48

 

Change in deferred income taxes

 

 

(3,083

)

 

 

(1,454

)

Change in operating assets and liabilities:

 

 

 

 

 

 

Accounts receivable

 

 

(11,137

)

 

 

(5,017

)

Inventories

 

 

(53,663

)

 

 

(7,564

)

Derivative assets and liabilities

 

 

(10,743

)

 

 

4,289

 

Prepaid expense and other assets

 

 

(14,257

)

 

 

(2,000

)

Accounts payable

 

 

37,278

 

 

 

9,463

 

Accrued liabilities and other

 

 

3,818

 

 

 

457

 

Net cash used in operating activities

 

 

(46,974

)

 

 

(782

)

Cash flows from investing activities:

 

 

 

 

 

 

Additions to property and equipment

 

 

(15,163

)

 

 

(8,556

)

Additions to intangible assets

 

 

(48

)

 

 

(253

)

Proceeds from sale of property and equipment

 

 

2,248

 

 

 

1,354

 

Net cash used in investing activities

 

 

(12,963

)

 

 

(7,455

)

Cash flows from financing activities:

 

 

 

 

 

 

Payments on debt

 

 

(51,665

)

 

 

(46,453

)

Proceeds from debt

 

 

107,423

 

 

 

54,888

 

Payment of debt issuance costs

 

 

?

 

 

 

(597

)

Net unit settlement

 

 

(477

)

 

 

(162

)

Net cash provided by financing activities

 

 

55,281

 

 

 

7,676

 

Effect of exchange rate changes on cash

 

 

(29

)

 

 

112

 

Net decrease in cash and cash equivalents and restricted cash

 

 

(4,685

)

 

 

(449

)

Cash and cash equivalents and restricted cash at beginning of period

 

 

22,870

 

 

 

18,652

 

Cash and cash equivalents and restricted cash at end of period

 

$

18,185

 

 

$

18,203

 

Westrock Coffee Holdings, LLC

Reconciliation of Net Loss to Non-GAAP Adjusted EBITDA

(Unaudited)

 

 

 

 

 

 

 

 

Three Months Ended June 30,

Six Months Ended June 30,

(Thousands)

 

2022

 

2021

 

2022

 

2021

Net loss

 

$

(5,819

)

 

$

(6,068

)

 

$

(10,524

)

 

$

(12,192

)

Interest expense

 

 

8,813

 

 

 

8,261

 

 

 

16,861

 

 

 

15,669

 

Income tax benefit

 

 

(1,499

)

 

 

(502

)

 

 

(3,083

)

 

 

(1,443

)

Depreciation and amortization

 

 

5,952

 

 

 

6,071

 

 

 

11,966

 

 

 

12,314

 

EBITDA

 

 

7,447

 

 

 

7,762

 

 

 

15,220

 

 

 

14,348

 

Acquisition, restructuring and integration expense

 

 

2,304

 

 

 

926

 

 

 

4,787

 

 

 

1,943

 

Management and consulting fees

 

 

866

 

 

 

1,595

 

 

 

2,201

 

 

 

3,200

 

Equity-based compensation

 

 

308

 

 

 

306

 

 

 

479

 

 

 

612

 

Loss (gain) on disposal of property, plant and equipment

 

 

184

 

 

 

(25

)

 

 

289

 

 

 

243

 

Mark-to-market adjustments

 

 

1,395

 

 

 

(2

)

 

 

250

 

 

 

(1,975

)

Other, net

 

 

789

 

 

 

621

 

 

 

1,461

 

 

 

1,121

 

Adjusted EBITDA

 

$

13,293

 

 

$

11,183

 

 

$

24,687

 

 

$

19,492

 

 

Westrock Coffee Holdings, LLC

Reconciliation of Segment Results

(Unaudited)

 

 

 

 

 

 

 

 

 

Three Months Ended June 30,

 

Six Months Ended June 30,

(Thousands)

 

2022

 

2021

 

2022

 

2021

Net Sales

 

 

 

 

 

 

 

 

 

 

 

 

Beverage Solutions

 

$

170,865

 

$

134,405

 

$

319,226

 

$

261,668

Sustainable Sourcing & Traceability1

 

 

52,548

 

 

36,739

 

 

90,615

 

 

64,807

Total of Reportable Segments

 

$

223,413

 

$

171,144

 

$

409,841

 

$

326,475

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted EBITDA

 

 

 

 

 

 

 

 

 

 

 

 

Beverage Solutions

 

$

12,471

 

$

10,330

 

$

22,891

 

$

18,462

Sustainable Sourcing & Traceability

 

 

822

 

 

853

 

 

1,796

 

 

1,030

Total of Reportable Segments

 

$

13,293

 

$

11,183

 

$

24,687

 

$

19,492

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 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, non-cash mark-to-market adjustments, certain costs specifically excluded from the calculation of EBITDA under our material debt agreements, 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.


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