XML 183 R32.htm IDEA: XBRL DOCUMENT v3.25.0.1
SCHEDULE I - PARENT COMPANY ONLY
12 Months Ended
Dec. 31, 2024
SCHEDULE I - PARENT COMPANY ONLY  
SCHEDULE I - PARENT COMPANY ONLY

SCHEDULE I

WESTROCK COFFEE COMPANY

PARENT COMPANY ONLY

CONDENSED BALANCE SHEET

​

​

​

​

​

​

​

​

(Thousands, except par value)

    

December 31, 2024

    

December 31, 2023

ASSETS

​

​

​

​

​

​

Cash and cash equivalents

​

$

189

​

$

49

Related party receivables

​

​

45

​

​

60

Total current assets

​

​

234

​

​

109

​

​

​

​

​

​

​

Deferred income taxes

​

​

5,024

​

​

4,332

Investment in consolidated subsidiaries

​

​

439,135

​

​

432,991

Total Assets

​

$

444,393

​

$

437,432

​

​

​

​

​

​

​

LIABILITIES, CONVERTIBLE PREFERRED SHARES AND SHAREHOLDERS' EQUITY

​

​

​

​

​

​

Accrued expenses and other current liabilities

​

$

1,475

​

$

30

Related party payables

​

​

9

​

​

4,645

Total current liabilities

​

​

1,484

​

​

4,675

​

​

​

​

​

​

​

Long-term debt, net

​

​

21,871

​

​

—

Convertible notes payable - related party, net

​

​

49,706

​

​

—

Warrant liabilities

​

​

—

​

​

44,801

Total liabilities

​

​

73,061

​

​

49,476

​

​

​

​

​

​

​

Series A Convertible Preferred Shares, $0.01 par value, 24,000 shares authorized, 23,511 shares and 23,512 shares issued and outstanding at December 31, 2024 and December 31, 2023, respectively, $11.50 liquidation value

​

​

273,850

​

​

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, 94,221 shares and 88,051 shares issued and outstanding at December 31, 2024 and December 31, 2023, respectively

​

​

942

​

​

880

Additional paid-in-capital

​

​

519,878

​

​

471,666

Accumulated deficit

​

​

(442,922)

​

​

(362,624)

Accumulated other comprehensive income (loss)

​

​

19,584

​

​

3,818

Total shareholders' equity

​

​

97,482

​

​

113,740

​

​

​

​

​

​

​

Total Liabilities, Convertible Preferred Shares and Shareholders' Equity

​

$

444,393

​

$

437,432

​

​

See accompanying notes to the condensed financial statements.

​

SCHEDULE I

WESTROCK COFFEE COMPANY

PARENT COMPANY ONLY

CONDENSED STATEMENTS OF OPERATIONS

​

​

​

​

​

​

​

​

​

​

​

​

Year Ended December 31, 

(Thousands, except per share data)

    

2024

    

2023

    

2022

Costs of sales

​

$

2,341

​

$

—

​

$

—

Selling, general and administrative expense

​

​

9,268

​

​

8,764

​

​

​

Transaction, restructuring and integration expense

​

​

3,135

​

​

344

​

​

—

Total operating expenses

​

​

14,744

​

​

9,108

​

​

—

Loss from operations

​

​

(14,744)

​

​

(9,108)

​

​

—

Other (income) expense

​

​

​

​

​

​

​

​

​

Interest expense

​

​

3,288

​

​

—

​

​

—

Change in fair value of warrant liabilities

​

​

(7,015)

​

​

(10,207)

​

​

29,675

Other, net

​

​

—

​

​

(24)

​

​

—

Loss (earnings) from consolidated subsidiaries

​

​

69,973

​

​

39,006

​

​

23,364

Loss before income taxes

​

​

(80,990)

​

​

(37,883)

​

​

(53,039)

Income tax expense (benefit)

​

​

(692)

​

​

(3,301)

​

​

2,146

Net loss attributable to shareholders

​

​

(80,298)

​

​

(34,582)

​

​

(55,185)

Comprehensive loss attributable to common shareholders

​

$

(64,183)

​

$

(24,822)

​

$

(95,754)

​

​

​

See accompanying notes to the condensed financial statements.

​

SCHEDULE I

WESTROCK COFFEE COMPANY

PARENT COMPANY ONLY

CONDENSED STATEMENTS OF CASH FLOWS

​

​

​

​

​

​

​

​

​

​

​

​

​

Year Ended December 31, 

(Thousands)

    

2024

    

2023

    

2022

Cash flows from operating activities:

​

​

​

​

​

​

​

​

​

Net cash used in operating activities

​

$

(63,720)

​

$

(22,981)

​

$

(14,950)

Cash flows from financing activities:

​

​

​

​

​

​

​

​

​

Proceeds from convertible notes payable

​

​

22,000

​

​

—

​

​

—

Proceeds from convertible notes payable - related party

​

​

50,000

​

​

—

​

​

—

Proceeds from related party debt

​

​

—

​

​

—

​

​

11,700

Payment of convertible notes payable issuance costs

​

​

(511)

​

​

—

​

​

—

Proceeds from de-SPAC merger and PIPE financing

​

​

—

​

​

—

​

​

255,737

Payment of common equity issuance costs

​

​

(10)

​

​

(1,000)

​

​

(23,998)

Proceeds from common equity issuance

​

​

635

​

​

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

​

​

(2,122)

​

​

(2,977)

​

​

(477)

Proceeds from exercise of stock options

​

​

12

​

​

848

​

​

375

Proceeds from exercise of Public Warrants

​

​

—

​

​

2,632

​

​

—

Intercompany transactions, net

​

​

(6,144)

​

​

(95,317)

​

​

(223,700)

Net cash provided by financing activities

​

​

63,860

​

​

22,953

​

​

14,007

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

​

​

140

​

​

(28)

​

​

(943)

Cash and cash equivalents and restricted cash at beginning of period

​

​

49

​

​

77

​

​

1,020

Cash and cash equivalents and restricted cash at end of period

​

$

189

​

$

49

​

$

77

​

​

See accompanying notes to the condensed financial statements.

​

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.