Skip to content
AnalystLens

Smurfit Westrock Quarterly Report for Q2 Ended Jun 30, 2024

Filing Date
Filed August 9, 2024
Period End
June 30, 2024
Security
SW
One revenue dollarkept$0.04
In the record · 2024–202610-K210-Q98-K28

SW filed 2 annual reports (10-K), 9 quarterly reports (10-Q) and 28 current reports (8-K) between 2024 and 2026.

  1. Impairment8-K · Apr ’25Apr ’25
  2. Leadership change8-K · Feb ’26Feb ’26

01—Abstract

Summary

Summary of the 10-Q filed August 9, 2024. Cited figures are marked; the original filing is the authoritative source.

Smurfit Westrock plc's Form 10-Q for the quarter ended June 30, 2024 presents the financial statements of a shell-stage holding company that had no operations before the Combination closed on July 5, 2024.

As of June 30, 2024, its only asset was cash of $26,762a (in actual dollars), and total stockholders' equity was $14,462. The company reported a net loss of $12,300 for both the three and six months ended June 30, 2024, attributed to professional fees related to its re-registration as an Irish public limited company. It generated no revenue in either period.

The filing's most significant content concerns the Combination. On July 5, 2024, Smurfit Westrock acquired Smurfit Kappa through a scheme of arrangement, and Merger Sub merged with WestRock, which continued as the surviving entity. WestRock common stockholders received one Smurfit Westrock share plus $5.00b in cash per share, an aggregate cash consideration of $1,291 million.

Smurfit Kappa shareholders own approximately 50.4%c of the combined company and WestRock shareholders own approximately 49.6%. Smurfit Kappa is the accounting acquirer, and the filing states that the initial purchase price accounting is incomplete, with preliminary information expected in the Form 10-Q for the period ending September 30, 2024. The filing also discloses two pending lawsuits by purported WestRock stockholders challenging the proxy statement disclosures, and states that the Company cannot predict their outcomes.

Management concluded that disclosure controls were effective. Because the financial statements predate the Combination, the filing states that future results will not be comparable to historical results.

02—Key points

Key Highlights

  1. Net loss of $12,300 for the three and six months ended June 30, 2024, from professional fees tied to re-registration as an Irish public limited company; no revenue reported.
  2. Balance sheet at June 30, 2024 showed cash and total assets of $26,762, accounts payable of $12,300, and total stockholders' equity of $14,462.
  3. Combination closed July 5, 2024: Smurfit Kappa was acquired by scheme of arrangement and WestRock merged into a Merger Sub, with WestRock continuing as the surviving entity.
  4. WestRock stockholders received one Smurfit Westrock share and $5.00 in cash per share, an aggregate cash consideration of $1,291 million.
  5. Post-Combination ownership: Smurfit Kappa shareholders hold approximately 50.4% and WestRock shareholders approximately 49.6%.
  6. Smurfit Kappa is the accounting acquirer; initial purchase price accounting is incomplete, with preliminary allocation expected in the Q3 2024 Form 10-Q.
  7. Two stockholder lawsuits against WestRock and its directors challenge the sufficiency of proxy disclosures; outcomes cannot be predicted.

03—One dollar

Follow one dollar

Of each $1.00 of revenue in Q2 FY2024, Smurfit Westrock kept $0.04.

  1. Revenue$2.97B100.0%
  2. Cost of revenue−$2.28B76.7%
  3. Gross profit$693.0M23.3%
  4. Operating costs−$449.0M15.1%
  5. Operating income$244.0M8.2%
  6. Interest, other & tax−$112.0M3.8%
  7. Net income$132.0M4.4%
Computed from 10-QQ2 FY2024filed August 9, 2024Computed from this filing’s revenue, gross profit, operating income and net income · right columngrey figure: share of revenue

04—Financials

Financial Highlights

Figures from 10-QQ2 FY2024filed August 9, 2024
Revenue$2.97B23.3% Gross MarginNet Income$132.00M4.4% Net MarginEPS (Diluted)$0.51Total Assets$27KCash & Equivalents$3.33BFree Cash Flow$340.00M

Financial Statements

Revenue$2.97B
Cost of Revenue$2.28B
Gross Profit$693.00M
SG&A Expenses$389.00M
Operating Income$244.00M
Net Income$132.00M
EPS (Basic)$0.51
EPS (Diluted)$0.51
Shares Outstanding (Basic)259.00M
Shares Outstanding (Diluted)260.00M

05—Questions

Frequently Asked Questions

  1. Did Smurfit Westrock generate operating results in the quarter ended June 30, 2024?

    No. The filing states the company did not generate revenue for the three or six months ended June 30, 2024. Its only reported expense was a $12,300 net loss from professional fees related to its re-registration as an Irish public limited company.

  2. What cash consideration did WestRock shareholders receive in the Combination?

    Each WestRock common share was converted into one Smurfit Westrock share and $5.00 in cash, for an aggregate cash consideration of $1,291 million.

  3. How is ownership split between the former Smurfit Kappa and WestRock shareholders?

    The filing states that Smurfit Kappa shareholders own approximately 50.4% of Smurfit Westrock and WestRock shareholders own approximately 49.6%.

  4. Why will future results not be comparable to these historical financials?

    The financial results as of and for periods before July 5, 2024 do not include the results of Smurfit Kappa or WestRock. The filing also states that Smurfit Kappa's initial accounting for the business combination is incomplete, with preliminary purchase price allocation information expected in the Form 10-Q for the period ending September 30, 2024.

  5. What legal risks are disclosed in the filing?

    Two lawsuits filed by purported WestRock stockholders in May 2024 in New York state court allege breach of fiduciary duty and challenge the sufficiency of disclosures in WestRock's proxy statement. The Company states it cannot predict the outcomes or reasonably estimate a range of loss, if any.

06—Continue

← View all 10-Q filings