Smurfit WestRock Q1 2024 10-Q Filed

TL;DR

Smurfit WestRock's Q1 2024 10-Q is in - check the numbers vs last year.

AI Summary

Smurfit WestRock Ltd filed a 10-Q for the period ending March 31, 2024. The filing includes financial data for the first quarter of 2024, comparing it to the same period in 2023. Key financial statement items like Accumulated Other Comprehensive Income and Common Stock are detailed for various reporting dates, including March 31, 2024, December 31, 2023, and March 31, 2023.

Why It Matters

This filing provides investors with the official financial performance and position of Smurfit WestRock for the first quarter of 2024, crucial for understanding the company's recent operational results and financial health.

Risk Assessment

Risk Level: low — This is a routine quarterly financial filing (10-Q) and does not inherently indicate new or elevated risks.

Key Numbers

• 2024-03-31 — Reporting Period End Date (Indicates the end of the financial quarter being reported.)
• 2023-03-31 — Prior Year Quarter End Date (Used for year-over-year comparison of financial performance.)
• 2024-01-01 — Start of Current Quarter (Marks the beginning of the reporting period.)
• 2023-01-01 — Start of Prior Year Quarter (Marks the beginning of the comparative period.)

Key Players & Entities

• Smurfit WestRock Ltd (company) — Filer of the 10-Q
• 20240331 (date) — End of reporting period
• 20240607 (date) — Filing date
• Westrock (company) — Part of the merged entity
• Smurfit Kappa Group Plc (company) — Part of the merged entity

FAQ

Key Financial Figures

• $0.001 — n which registered Ordinary shares of $0.001 each N/A N/A Indicate by check mark
• $5.00 — less applicable withholding taxes) (i) $5.00 in cash (the "Cash Consideration") and
• $2 — ss)/income for the periods was $(3) and $2, respectively, and relates to foreign c
• $108 — l assets, which consisted of cash, were $108. The Company has not generated cash flo
• $3 — e three months ended March 31, 2024 was $3 (March 31, 2023: gain of $2). Item 4.

Filing Documents

• tmb-20240331x10q.htm (10-Q) — 266KB
• tmb-20240331xex31d1.htm (EX-31.1) — 12KB
• tmb-20240331xex31d2.htm (EX-31.2) — 14KB
• tmb-20240331xex32.htm (EX-32) — 9KB
• 0001410578-24-000999.txt ( ) — 994KB
• tmb-20240331.xsd (EX-101.SCH) — 10KB
• tmb-20240331_cal.xml (EX-101.CAL) — 7KB
• tmb-20240331_def.xml (EX-101.DEF) — 12KB
• tmb-20240331_lab.xml (EX-101.LAB) — 69KB
• tmb-20240331_pre.xml (EX-101.PRE) — 46KB
• tmb-20240331x10q_htm.xml (XML) — 46KB

FINANCIAL INFORMATION

PART I. FINANCIAL INFORMATION 4 Item 1.

Financial Statements

Financial Statements 4 Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations 11 Item 3.

Quantitative and Qualitative Disclosures About Market Risk

Quantitative and Qualitative Disclosures About Market Risk 13 Item 4.

Controls and Procedures

Controls and Procedures 13

OTHER INFORMATION

PART II. OTHER INFORMATION 13 Item 1.

Legal Proceedings

Legal Proceedings 13 Item 1A.

Risk Factors

Risk Factors 13 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 13 Item 3. Defaults Upon Senior Securities 13 Item 4. Mine Safety Disclosures 14 Item 5. Other Information 14 Item 6. Exhibits 15 Signature 16 2 Table of Contents EXPLANATORY NOTE On April 26, 2024, the United States Securities and Exchange Commission (the "SEC") declared effective the Registration Statement on Form S-4 (file number 333-278185), as amended (the "Registration Statement"), of Smurfit WestRock Limited, formerly known as Cepheidway Limited and to be re-registered as an Irish public limited company and renamed Smurfit WestRock plc (the "Company" or "Smurfit WestRock"), to register ordinary shares of $0.001 each in the capital of Smurfit WestRock (the "Smurfit WestRock Shares") to be issued to the holders of shares of common stock of WestRock Company ("WestRock"), pursuant to a transaction agreement dated as of September 12, 2023 (the "Transaction Agreement"), among Smurfit WestRock, Smurfit Kappa Group plc ("Smurfit Kappa"), WestRock and Sun Merger Sub, LLC ("Merger Sub") pursuant to which (i) Smurfit WestRock will acquire Smurfit Kappa by means of a scheme of arrangement under the Companies Act 2014 of Ireland (as amended) and (ii) Merger Sub will merge with and into WestRock, (the "Merger" and, together with the Smurfit Kappa Share Exchange, the "Combination"). A detailed description of the Smurfit WestRock Shares and the Combination is included in the Registration Statement. Smurfit WestRock was incorporated and registered in Ireland on July 6, 2017 under the Irish Companies Act as a private company limited by shares. On December 11, 2023, Smurfit WestRock changed its name to "Smurfit WestRock Limited." It is anticipated that, prior to the completion of the Combination, Smurfit WestRock will re-register as an Irish public limited company pursuant to Part 20 of the Irish Companies Act and be renamed "Smurfit WestRock plc." Upon the

FINANCIAL INFORMATION

PART I. FINANCIAL INFORMATION

Financial Statements

Item 1. Financial Statements INDEX TO UNAUDITED CONSOLIDATED INTERIM FINANCIAL STATEMENTS OF SMURFIT WESTROCK LIMITED Page Consolidated Balance Sheets as of March 31, 2024 and December 31, 2023 5 Consolidated Statements of Comprehensive (Loss)/Income for the three months ended March 31, 2024 and March 31, 2023 6 Consolidated Statements of Cash Flows for the three months ended March 31,2024 and March 31, 2023 7 Consolidated Statements of Changes in Equity for the three months ended March 31, 2024 and March 31, 2023 8 Notes to the Consolidated Financial Statements 9-10 4 Table of Contents CONSOLIDATED BALANCE SHEETS (Unaudited) (in actual Dollars) As of March 31, December 31, 2024 2023 Assets Cash and cash equivalents $ 108 $ 111 Total Assets $ 108 $ 111 Equity: Common stock, 1 ; and 100 shares authorized, 100 shares outstanding at March 31, 2024 and December 31, 2023, respectively 114 114 Accumulated other comprehensive loss ( 6 ) ( 3 ) Total Stockholders' Equity $ 108 $ 111 The accompanying notes are an integral part of these consolidated financial statements. 5 Table of Contents CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS)/INCOME (Unaudited) (in actual Dollars) Three Months Ended March 31, 2024 2023 Net income $ — $ — Other comprehensive (loss)/income Foreign currency: Foreign currency translation (loss)/gain ( 3 ) 2 Comprehensive (loss)/income $ ( 3 ) $ 2 The accompanying notes are an integral part of these consolidated financial statements. 6 Table of Contents CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (in actual Dollars) Three Months Ended March 31, 2024 2023 Operating activities: Net income $ — $ — Net cash provided by operating activities — — Investing activities: Net cash provided by investing activities — — Financing activities: Net cash provided by financing activities — — Increase in cas

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. Description of Business and Summary of Significant Accounting Policies Description of Business Smurfit WestRock Limited (formerly known as Cepheidway Limited) ("Smurfit WestRock," or the "Company") is a company limited by shares that was incorporated in Ireland on July 6, 2017. The registered office of the Company is Beech Hill, Clonskeagh, Dublin 4, Ireland, which is also the principal place of business of the Company. On December 11, 2023, Smurfit WestRock changed its name to Smurfit WestRock Limited. Other than activities related to its formation, the Company has not conducted any operations since its incorporation. Unless the context otherwise requires, Smurfit WestRock and "the Company" refer to the business of Smurfit WestRock and its wholly-owned subsidiaries, which does not include Smurfit Kappa Group plc or WestRock Company. Basis of Presentation Our independent registered public accounting firm has not audited the accompanying consolidated interim financial statements. The unaudited consolidated interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial statements and with the instructions to Form 10-Q and Article 10 of Regulation S-X of the United States Securities and Exchange Commission ("SEC"). Accordingly, they do not contain all information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements. The consolidated balance sheet at December 31, 2023 was derived from the audited consolidated financial statements included in the Registration Statement. The unaudited consolidated interim financial statements are presented in United States Dollars. In the opinion of the Company's management, the accompanying unaudited consolidated interim financial statements contain all the adjustments necessary for a fair statement of the fina

Management's Discussion and Analysis of Financial Condition and Results of Operations

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations The following discussion and analysis of Smurfit WestRock's financial condition and results of operations should be read in conjunction with Smurfit WestRock's Consolidated Financial Statements and their related notes included elsewhere in this Quarterly Report on Form 10-Q and our audited Consolidated Financial Statements and their related notes for the fiscal year ended December 31, 2023 that were included in Smurfit WestRock's Registration Statement on Form S-4 which was declared effective on April 26, 2024 (the "Registration Statement"). This discussion contains forward-looking statements that involve risks and uncertainties. Smurfit WestRock's future results could differ materially from the results discussed below and elsewhere in this Quarterly Report on Form 10-Q. Unless the context otherwise requires, Smurfit WestRock and "the Company" refer to the business of Smurfit WestRock and its wholly-owned subsidiaries, which do not include Smurfit Kappa Group plc or WestRock Company. Overview Smurfit WestRock Limited (formerly known as Cepheidway Limited) ("Smurfit WestRock," or the "Company") is a company limited by shares that was incorporated in Ireland on July 6, 2017. In December 2023, the Company changed its legal name from Cepheidway Limited to Smurfit WestRock Limited. Other than activities related to its formation, the Company has not conducted any operations since its incorporation. Transaction Agreement with WestRock On September 12, 2023, Smurfit Kappa, WestRock, Smurfit WestRock and Sun Merger Sub, LLC ("Merger Sub") entered into a Transaction Agreement, pursuant to which and subject to the terms and conditions therein: (a) Smurfit WestRock will acquire Smurfit Kappa by means of a scheme of arrangement under the Companies Act (the "Scheme") and (b) Merger Sub will merge with and into WestRock (the "Merger"), with WestRock surviving the Merger and beco

Quantitative and Qualitative Disclosures About Market Risk

Item 3. Quantitative and Qualitative Disclosures About Market Risk Market risk is a broad term for the risk of economic loss due to adverse changes in the fair value of a financial instrument. These changes may be the result of various factors, including interest rates, foreign exchange rates and commodity prices. The Company has not conducted any operations during the three months ended March 31, 2024 or March 31, 2023. The Company's exposure to foreign exchange rate risk relates to the translation of its euro denominated cash balance to its reporting currency of U.S. dollar. Changes in the carrying value of the euro denominated cash balance related to fluctuations in euro/U.S. dollar exchange rates are recognized within "Foreign currency translation (loss) /gain" a component of Accumulated Other comprehensive loss. The foreign currency translation loss recognized in the three months ended March 31, 2024 was $3 (March 31, 2023: gain of $2).

Controls and Procedures

Item 4. Controls and Procedures Smurfit WestRock's management evaluated the effectiveness of the design and operation of its disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Disclosure controls and procedures are designed by the Company to ensure that it records, processes, summarizes and reports in a timely manner the information it must disclose in reports that it files with or submits to the SEC. Anthony Smurfit, President and Group Chief Executive Officer, and Ken Bowles, Executive Vice President and Group Chief Financial Officer, reviewed and participated in management's evaluation of the disclosure controls and procedures. Based on this evaluation, Mr. Smurfit and Mr. Bowles concluded that as of the end of the period covered by this quarterly report, Smurfit WestRock's disclosure controls and procedures were effective. There has been no change in Smurfit WestRock's internal controls over financial reporting (as such term is defined in Rules 13a15(f) and 15d-15(f) under the Exchange Act) during the first quarter 2024 that has materially affected, or is reasonably likely to materially affect, Smurfit WestRock's internal controls over financial reporting.

- OTHER INFORMATION

PART II - OTHER INFORMATION

Legal Proceedings

Item 1. Legal Proceedings As of June 6, 2024, in connection with the Combination, two lawsuits are pending that were filed by purported stockholders of WestRock challenging the sufficiency of the disclosures that have been made in connection therewith in the definitive proxy statement that WestRock filed with the SEC on April 26, 2024 (the "proxy statement/prospectus"): Robert Scott v. WestRock Company et al. , No. 652627/2024 (N.Y.S.), filed on May 21, 2024, and Richard McDaniel v. WestRock Company et al. , No. 652638/2024 (N.Y.S.), filed on May 22, 2024. Both complaints, which name WestRock and its directors as defendants, allege state law claims for breach of fiduciary duty. Several purported stockholders of WestRock have also sent demand letters to WestRock alleging similar deficiencies regarding the disclosures made in the proxy statement/prospectus. The Company cannot predict the outcomes of these matters.

Risk Factors

Item 1A. Risk Factors You should carefully consider the "Risk Factors" discussed in the Registration Statement. If any of those factors were to occur, they could materially adversely affect our business, financial position, and/or results of operation, and could cause our actual results to differ materially from those contained in or implied by any forward looking statements. We are aware of no material changes to the Risk Factors discussed in our Registration Statement on Form S-4.

Unregistered Sales of Equity Securities and Use of Proceeds

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds None.

Defaults Upon Senior Securities

Item 3. Defaults Upon Senior Securities None. 13 Table of Contents

Mine Safety Disclosures

Item 4. Mine Safety Disclosures Not applicable.

Other Information

Item 5. Other Information N o n e . 14 Table of Contents

Exhibits

Item 6. Exhibits 31.1 Certification by the Chief Principal Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 Certification by the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32* Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.** 101.SCH Inline XBRL Taxonomy Extension Schema.** 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase.** 101.LAB Inline XBRL Taxonomy Extension Label Linkbase.** 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase.** 101.DEF Inline XBRL Taxonomy Extension Definition Document.** 104 Cover Page Interactive Data File––the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. Filed or furnished herewith * The certification furnished in Exhibit 32 hereto is deemed to accompany this Quarterly Report on Form 10-Q and will not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, except to the extent that the Registrant specifically incorporates it by reference. Such certification will not be deemed to be incorporated by reference into any filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that the Registrant specifically incorporates it by reference. ** Submitted electronically herewith 15 Table of Contents SIGNATURE Under the requirements of the Securities Exchange Act of 1

View Full Filing

View this 10-Q filing on SEC EDGAR