Smurfit WestRock plc(SW)

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Smurfit Westrock: Bigger Opportunity To Catch
Seeking Alpha· 2024-11-06 23:32
Following the Smurfit Westrock Q3 results (NYSE: SW , OTCPK:SMFKY ) ( OTCPK:SMFTF ), we are back to comment on the company. Our investment thesis is unfolding, validating our strategic approach to this position. Our team identified the mergerBuy-side hedge professionals conducting fundamental, income oriented, long term analysis across sectors globally in developed markets. Please shoot us a message or leave a comment to discuss ideas.DISCLOSURE: All of our articles are a matter of opinion, informed as they ...
Smurfit WestRock plc(SW) - 2024 Q3 - Quarterly Results
2024-10-30 10:40
www.smurfitwestrock.com Exhibit 99.1 Smurfit Westrock Reports Third Quarter 2024 Financial Results Dublin – October 30, 2024 – Smurfit Westrock plc (NYSE: SW, LSE: SWR) today announced the financial results for the third quarter ended September 30, 2024. Key points: · Net Sales of approx. $7.7 billion · Net Loss of $150 million, with a Net Income Margin of negative 2.0% · Adjusted EBITDA of $1,265 million, with an Adjusted EBITDA Margin of 16.5% · Continuing focus on asset optimization · Previously announce ...
Smurfit WestRock plc(SW) - 2024 Q2 - Quarterly Report
2024-08-09 10:30
Explanatory Note This report details Smurfit Westrock's shell company status for the interim period ended June 30, 2024, prior to its business combination - This Quarterly Report on Form 10-Q is for the interim period ended June 30, 2024, which was before the consummation of the business combination between Smurfit Kappa and WestRock[7](index=7&type=chunk) - The combination, which created Smurfit Westrock plc, closed on July 5, 2024, subsequent to the period covered by this report. A detailed description is available in the Registration Statement on Form S-4[5](index=5&type=chunk) - As of June 30, 2024, and prior to the combination, Smurfit Westrock plc was a shell company with no assets, no operations, and only nominal capitalization. Upon the combination's closing, it ceased to be a shell company[3](index=3&type=chunk)[7](index=7&type=chunk) PART I - FINANCIAL INFORMATION [Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) The unaudited consolidated interim financial statements reflect Smurfit Westrock's shell company status, showing minimal assets and a net loss before its significant business combination Consolidated Balance Sheet Highlights (Unaudited) | Metric | As of June 30, 2024 | As of December 31, 2023 | | :--- | :--- | :--- | | Cash and cash equivalents | $26,762 | $111 | | Total Assets | $26,762 | $111 | | Total Liabilities | $12,300 | $0 | | Total Stockholders' Equity | $14,462 | $111 | Consolidated Statement of Operations Highlights (Unaudited) | Metric | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | | Administrative expenses | $(12,300) | $(12,300) | | Consolidated net loss | $(12,300) | $(12,300) | | Basic/Diluted loss per share | $(2.56) | $(5.04) | - Cash flow from operating and investing activities was zero for the six months ended June 30, 2024. Net cash of **$26,852** was provided by financing activities through the issuance of common stock[16](index=16&type=chunk) [Notes to Consolidated Financial Statements](index=11&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) The notes clarify Smurfit Westrock's shell company status and detail the post-period combination with WestRock, including accounting and subsequent financial events - The combination with WestRock closed on July 5, 2024. Each WestRock common stock was converted into one Smurfit Westrock share and **$5.00** in cash. Smurfit Kappa was deemed the accounting acquirer under ASC 805[30](index=30&type=chunk)[33](index=33&type=chunk) - Upon completion of the combination, former Smurfit Kappa shareholders own approximately **50.4%** and former WestRock shareholders own approximately **49.6%** of Smurfit Westrock[35](index=35&type=chunk) - Subsequent to the quarter end, on July 26, 2024, the Board approved a quarterly dividend of **$0.3025** per ordinary share, payable on September 18, 2024[44](index=44&type=chunk) - On July 5, 2024, Smurfit Kappa cancelled its **€1,350 million** revolving credit facility and funded the prepayment of a **$750 million** WestRock term loan. Smurfit Westrock also became a guarantor of various outstanding debt securities of its new subsidiaries[42](index=42&type=chunk)[43](index=43&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=15&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Result%20of%20Operations) The MD&A reiterates Smurfit Westrock's shell company status, reporting no operations or revenue prior to the July 5, 2024 combination, with a net loss from professional fees - The company had no historical operations and generated no revenue for the three or six months ended June 30, 2024. A net loss of **$12,300** was incurred due to professional fees for its re-registration as an Irish public limited company[59](index=59&type=chunk) - As of June 30, 2024, the company's total assets consisted of **$26,762** in cash and cash equivalents, sourced from capital contributions by stockholders. It had no off-balance sheet arrangements[60](index=60&type=chunk)[61](index=61&type=chunk) - The report includes a detailed "Cautionary Note Regarding Forward-Looking Statements," highlighting numerous risks including integration challenges, macroeconomic uncertainty, pricing cycles, and potential tax implications of the combination[48](index=48&type=chunk)[49](index=49&type=chunk)[51](index=51&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=18&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a non-operating entity, the company's market risk was minimal, primarily limited to foreign exchange rate risk on its euro-denominated cash balance Foreign Currency Translation (Loss)/Gain | Period | Amount (USD) | | :--- | :--- | | Three months ended June 30, 2024 | $(198) | | Six months ended June 30, 2024 | $(201) | | Six months ended June 30, 2023 | $2 | [Controls and Procedures](index=18&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and procedures were effective as of June 30, 2024, with no material changes to internal controls during the quarter - Management, including the Principal Executive Officer and Principal Financial Officer, concluded that the company's disclosure controls and procedures were effective as of the end of the period[65](index=65&type=chunk) - No changes in internal controls over financial reporting occurred during the second quarter of 2024 that materially affected, or are reasonably likely to materially affect, these controls[66](index=66&type=chunk) PART II - OTHER INFORMATION [Legal Proceedings](index=19&type=section&id=Item%201.%20Legal%20Proceedings) The company faces two lawsuits from purported WestRock stockholders challenging disclosures related to the combination, with an uncertain outcome and potential loss - Two lawsuits are pending, filed by purported WestRock stockholders, challenging the adequacy of disclosures in the proxy statement/prospectus related to the combination[68](index=68&type=chunk) [Risk Factors](index=19&type=section&id=Item%201A.%20Risk%20Factors) The company reports no material changes to previously disclosed risk factors, incorporating by reference detailed risks related to the combination, business, tax, and share ownership - The company incorporates by reference the risk factors discussed in its Registration Statement on Form S-4 and WestRock's Annual Report on Form 10-K[69](index=69&type=chunk) - No material changes to the previously disclosed risk factors were reported[69](index=69&type=chunk) [Other Items (2, 3, 4, 5)](index=19&type=section&id=Item%202%2C%203%2C%204%2C%205) The company reported no activity for several items, consistent with its status as a non-operating shell company during the reporting period - The company reported 'None' or 'Not applicable' for the following items, indicating no activity: - Item 2: Unregistered Sales of Equity Securities and Use of Proceeds - Item 3: Defaults Upon Senior Securities - Item 4: Mine Safety Disclosures - Item 5: Other Information[69](index=69&type=chunk) [Exhibits](index=20&type=section&id=Item%206.%20Exhibits) This section lists numerous exhibits, mostly incorporated by reference, detailing the combined entity's corporate structure, financing agreements, executive contracts, and officer certifications - Lists numerous exhibits related to the new corporate structure and financing, including the Amended Constitution, various indentures, credit agreements, and executive contracts[70](index=70&type=chunk)[108](index=108&type=chunk)[116](index=116&type=chunk) - Certifications from the Principal Executive Officer and Principal Financial Officer pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act are included as exhibits[117](index=117&type=chunk)[118](index=118&type=chunk)
Smurfit WestRock plc(SW) - 2024 Q2 - Quarterly Results
2024-07-30 20:31
Financial Performance - Net Sales for Q2 2024 were approximately $3.0 billion, a decrease of $107 million (3%) compared to Q2 2023[1][6] - Net Income for Q2 2024 was $132 million, a decrease of $135 million compared to Q2 2023[1][7] - Adjusted EBITDA for Q2 2024 was $480 million with a margin of 16.2%, compared to $556 million and 18.1% in Q2 2023[1][8] - Net sales for Q2 2024 were $2.969 billion, a decrease of 3.5% compared to $3.076 billion in Q2 2023[20] - Gross profit for Q2 2024 was $693 million, down 12.1% from $788 million in Q2 2023[20] - Net income attributable to common stockholders for Q2 2024 was $132 million, a 50.6% decrease from $267 million in Q2 2023[20] - Consolidated net income for the six months ended June 30, 2024, was $323 million, compared to $548 million in the same period in 2023[26] - Adjusted EBITDA for the six months ended June 30, 2024, was $955 million, compared to $1.157 billion in the same period in 2023[33] - Adjusted EBITDA margin for the six months ended June 30, 2024, was 16.2%, down from 18.3% in the same period in 2023[33] - Net income margin for the six months ended June 30, 2024, was 5.5%, compared to 8.7% in the same period in 2023[33] - Net income for the twelve months ended June 30, 2024, was $601 million, compared to $826 million for the twelve months ended December 31, 2023[34] - Adjusted EBITDA for the twelve months ended June 30, 2024, was $1,926 million, down from $2,128 million for the twelve months ended December 31, 2023[34] Segment Performance - Corrugated volume growth was 3.1% in Q2 2024, with 3.5% growth in Europe and 1.5% in the Americas year-on-year[4] - Europe segment net sales for Q2 2024 were $2.207 billion, a 6.1% decline from $2.350 billion in Q2 2023[22] - The Americas segment net sales for Q2 2024 increased 5.0% to $762 million from $726 million in Q2 2023[22] - Europe segment Adjusted EBITDA margin for Q2 2024 was 16.1%, down from 18.4% in Q2 2023[22] - The Americas segment Adjusted EBITDA margin for Q2 2024 was 19.2%, slightly lower than 19.3% in Q2 2023[22] Cash Flow and Liquidity - Net cash provided by operating activities increased by $33 million (11%) to $340 million in Q2 2024 compared to Q2 2023[13] - Adjusted Free Cash Flow for Q2 2024 was $186 million, compared to $83 million in Q2 2023[14] - Net cash provided by operating activities for the six months ended June 30, 2024, was $382 million, down from $570 million in the same period in 2023[26] - Free Cash Flow for the three months ended June 30, 2024, was $163 million, up from $83 million for the same period in 2023[36] - Adjusted Free Cash Flow for the three months ended June 30, 2024, was $186 million, compared to $83 million for the same period in 2023[36] - Net cash provided by operating activities for the three months ended June 30, 2024, was $340 million, compared to $307 million for the same period in 2023[36] Debt and Leverage - Total borrowings amounted to $6,432 million at June 30, 2024, compared to $3,747 million at December 31, 2023[15] - Net debt was $3,107 million at the end of June 2024, resulting in a net leverage ratio of 1.6x compared to 1.3x at the end of December 2023[15] - Additions to debt for the six months ended June 30, 2024, were $2.812 billion, significantly higher than $69 million in the same period in 2023[26] - Net Debt as of June 30, 2024, was $3,107 million, up from $2,747 million as of December 31, 2023[37] - Net Leverage Ratio as of June 30, 2024, was 1.6x, compared to 1.3x as of December 31, 2023[37] Capital Expenditures and Investments - Capital expenditures for the six months ended June 30, 2024, were $385 million, compared to $459 million in the same period in 2023[26] - Capital expenditures for the three months ended June 30, 2024, were $177 million, down from $224 million for the same period in 2023[36] Transaction and Corporate Updates - Smurfit Westrock completed its transaction with WestRock on July 5, 2024, and listed on the NYSE on July 8, 2024[5] - Smurfit Westrock's credit rating is BBB/BBB/Baa2 from S&P, Fitch, and Moody's respectively[1] - Transaction-related expenses associated with the Combination for the twelve months ended June 30, 2024, were $161 million, up from $78 million for the twelve months ended December 31, 2023[34] Balance Sheet and Assets - Cash and cash equivalents increased to $3.325 billion as of June 30, 2024, up from $1.000 billion at December 31, 2023[24] - Total assets grew to $16.232 billion as of June 30, 2024, compared to $14.051 billion at December 31, 2023[24] - Total liabilities increased to $10.291 billion as of June 30, 2024, from $7.877 billion at December 31, 2023[24] - Cash, cash equivalents, and restricted cash at the end of June 30, 2024, were $3.325 billion, up from $668 million at the end of June 30, 2023[26] Expenses and Other Financial Metrics - Cash paid for income taxes, net of refunds, for the six months ended June 30, 2024, was $79 million, compared to $187 million in the same period in 2023[26] - Share-based compensation expense for the six months ended June 30, 2024, was $31 million, compared to $36 million in the same period in 2023[26] - Pension expense (excluding current service cost) for the twelve months ended June 30, 2024, was $68 million, compared to $49 million for the twelve months ended December 31, 2023[34]
Smurfit WestRock plc(SW) - 2024 Q1 - Quarterly Report
2024-06-07 20:10
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to SMURFIT WESTROCK LIMITED (Exact Name of Registrant as Specified in Its Charter) Ireland (State or other jurisdiction of incorporation or organizatio ...