0001558370-23-004279 | 10-K | XBRL Viewer

LIABILITIES, CONVERTIBLE PREFERRED SHARES, REDEEMABLE UNITS, AND SHAREHOLDERS' EQUITY (DEFICIT)

113,999

97,053

Intangible assets, net

130,886

125,914

Other long-term assets

18,023

4,434

Total Assets

746,213

593,020

Current maturities of long-term debt

11,504

8,735

Short-term debt

42,905

4,510

Short-term related party debt

34,199

Accounts payable

116,675

80,405

Derivative liabilities

7,592

14,021

Accrued expenses and other current liabilities

37,459

26,370

Total current liabilities

216,135

168,240

Long-term debt, net

162,502

277,064

Subordinated related party debt

13,300

Deferred income taxes

14,355

25,515

Warrant liabilities

55,521

Other long-term liabilities

11,035

3,028

Total liabilities

459,548

487,147

Commitments and contingencies (Note 21)

Shareholders' Equity (Deficit)

Preferred stock, $0.01 par value, 26,000 shares authorized, no shares issued and outstanding

^[1]

Common stock, $0.01 par value, 300,000 shares authorized, 75,020 shares issued and outstanding at December 31, 2022; $0.00 par value, 39,389 shares authorized, 34,523 shares issued and outstanding at December 31, 2021

^[1]

750

345

Additional paid-in-capital

^[1]

342,664

60,628

Accumulated deficit

^[1]

(328,042)

(251,725)

Total shareholders' equity (deficit) attributable to Westrock Coffee Company

^[1]

(6,103)

12,018

^[1]

9,269

(178,734)

Noncontrolling interest

^[1]

2,460

2,736

Total shareholders' equity (deficit)

^[1]

11,729

(175,998)

Total Liabilities, Convertible Preferred Shares, Redeemable Units and Shareholders' Equity (Deficit)

^[1]

746,213

593,020

Series A Redeemable Common Equivalent Preferred Units

LIABILITIES, CONVERTIBLE PREFERRED SHARES, REDEEMABLE UNITS, AND SHAREHOLDERS' EQUITY (DEFICIT)

Series B Redeemable Common Equivalent Preferred Units

264,729

LIABILITIES, CONVERTIBLE PREFERRED SHARES, REDEEMABLE UNITS, AND SHAREHOLDERS' EQUITY (DEFICIT)

Series A Redeemable Common Equivalent Preferred Shares

17,142

LIABILITIES, CONVERTIBLE PREFERRED SHARES, REDEEMABLE UNITS, AND SHAREHOLDERS' EQUITY (DEFICIT)

CONSOLIDATED STATEMENTS OF OPERATIONS

$ 274,936

[1]	(1) Retroactively adjusted for de-SPAC merger transaction as described in Note 4.

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) shares in Thousands	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Allowance for credit loss	$ 3,023,000	$ 3,749,000	$ 3,977,000
Preferred Stock, Par Value	$ 0.01	$ 0.01
Preferred Stock, Authorized (in shares)	26,000	26,000
Preferred Stock, Shares Issued (in shares)	0	0
Preferred Stock, Shares outstanding (in shares)	0	0
Common units : Par Value (in dollars per unit)	$ 0.01	$ 0.00
Common stock, Shares Authorized (In shares)	300,000	39,389
Common stock, Shares Issued (In shares)	75,020	34,523
Common stock, Shares Outstanding (In shares)	75,020	34,523
Series A Redeemable Common Equivalent Preferred Units
Redeemable Common Preferred Units, Par Value (in dollars per unit)	$ 0.00	$ 0.00
Redeemable Common Preferred Units Authorized (in units)	222,150	222,150
Redeemable Common Preferred Units Issued (in units)	0	222,150
Redeemable Common Preferred Units Outstanding (in units)	0	222,150
Series B Redeemable Common Equivalent Preferred Units
Redeemable Common Preferred Units, Par Value (in dollars per unit)	$ 0.00	$ 0.00
Redeemable Common Preferred Units Authorized (in units)	17,000	17,000
Redeemable Common Preferred Units Issued (in units)	0	17,000
Redeemable Common Preferred Units Outstanding (in units)	0	17,000
Series A Redeemable Common Equivalent Preferred Shares [Member]
Redeemable Common Preferred Units, Par Value (in dollars per unit)	$ 0.01	$ 0.01
Redeemable Common Preferred Units Authorized (in units)	24,000	24,000
Redeemable Common Preferred Units Issued (in units)	23,588	23,588
Redeemable Common Preferred Units Outstanding (in units)	23,588	23,588
Temporary Equity, Liquidation Preference	$ 11.50	$ 11.50

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)
shares in Thousands, $ in Thousands

12 Months Ended

Dec. 31, 2022

Dec. 31, 2021

Dec. 31, 2020

Net sales

$ 867,872

$ 698,144

$ 550,846

Costs of sales

715,107

552,721

443,644

Gross profit

152,765

145,423

107,202

Selling, general and administrative expense

129,985

128,506

115,648

Acquisition, restructuring and integration expense

13,169

8,835

22,355

Impairment charges

82,083

Loss on disposal of property, plant and equipment

935

243

7,750

Total operating expenses

144,089

137,584

227,836

Income (loss) from operations

8,676

7,839

(120,634)

Interest expense

35,497

32,549

25,229

Change in fair value of warrant liabilities

29,675

Other, net

(1,146)

(34)

547

Loss before income taxes

(55,350)

(24,676)

(146,410)

Income tax expense (benefit)

111

(3,368)

(17,545)

Net loss

(55,461)

(21,308)

(128,865)

Net (loss) income attributable to non-controlling interest

(276)

639

306

Net loss attributable to shareholders

(55,185)

(21,947)

(129,171)

Accretion of convertible preferred stock

(1,316)

Loss on extinguishment of Redeemable Common Equivalent Preferred Units, net

(2,870)

Common equivalent preferred dividends

(4,380)

Net loss attributable to common shareholders

(13,882)

(24,208)

(18,513)

$ (77,633)

$ (46,155)

$ (147,684)

Loss per common unit:

Basic (in dollars per unit)

^[1]

$ (1.60)

$ (1.34)

$ (4.32)

Diluted (in dollars per unit)

^[1]

$ (1.60)

$ (1.34)

$ (4.32)

Weighted-average number of shares outstanding

Basic (in units)

^[1]

48,444

34,472

34,202

Diluted (in units)

^[1]

48,444

34,472

34,202

[1]	(1) Retroactively adjusted for de-SPAC merger transaction as described in Note 4.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
Net loss	$ (55,461)	$ (21,308)	$ (128,865)
Other comprehensive income (loss), net of tax:
Unrealized (loss) gain on derivative instruments	(18,114)	8,178	3,581
Foreign currency translation adjustment	(7)	20	239
Total other comprehensive income (loss)	(18,121)	8,198	3,820
Comprehensive loss	(73,582)	(13,110)	(125,045)
Comprehensive income (loss) attributable to non-controlling interests	(276)	639	306
Comprehensive loss attributable to shareholders	(73,306)	(13,749)	(125,351)
Accretion of convertible preferred stock	(1,316)
Loss on extinguishment of Redeemable Common Equivalent Preferred Units, net	(2,870)
Common equivalent preferred dividends	(4,380)
Accumulating preferred dividends	(13,882)	(24,208)	(18,513)
Comprehensive loss attributable to common shareholders	$ (95,754)	$ (37,957)	$ (143,864)

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT) - USD ($)
$ in Thousands

Common Stock

Additional Paid-in Capital

Accumulated Deficit

Accumulated Other Comprehensive Income (Loss).

Non-Controlling Interest

Total

Balance at beginning of period at Dec. 31, 2019

$ 342

$ 58,017

$ (64,512)

$ 1,791

$ (4,362)

Balance at beginning of period (in shares) at Dec. 31, 2019

34,202,000

Change in accounting principle

6,626

Net income (loss)

(129,171)

306

(128,865)

Other comprehensive income (loss)

$ 3,820

3,820

Equity-based compensation

1,553

Balance at end of period at Dec. 31, 2020

(18,513)

$ 342

59,570

(205,570)

3,820

2,097

(139,741)

Balance at end of period (in shares) at Dec. 31, 2020

34,202,000

Net income (loss)

(21,947)

639

(21,308)

Other comprehensive income (loss)

8,198

Equity-based compensation

$ 3

1,220

1,223

Equity-based compensation (in shares)

321,000

Net share settlement of equity awards

(162)

Balance at end of period at Dec. 31, 2021

(24,208)

$ 345

60,628

(251,725)

12,018

2,736

(175,998)

^[1]

Balance at end of period (in shares) at Dec. 31, 2021

34,523,000

Net income (loss)

(55,185)

(276)

(55,461)

Issuance of common shares upon closing of de-SPAC merger transaction, net of issuance costs, net of $2,469 of taxes (see Note 4)

$ 129

1,738

1,867

Issuance of common shares upon closing of de-SPAC merger transaction, net of issuance costs, net of $2,469 of taxes (see Note 4) (Units)

12,868,000

Issuance of common shares related to PIPE financing

$ 206

205,694

205,900

Issuance of common shares related to PIPE financing (in units)

20,590,000

Issuance of common shares related to conversion of debt to equity (see Note 12)

$ 25

24,975

25,000

Issuance of common shares related to conversion of debt to equity (see Note 12) (in units)

2,500,000

Issuance of common shares related to conversion of Common Equivalent Preferred Units (see Note 4)

$ 22

23,731

23,753

Issuance of common shares related to conversion of Common Equivalent Preferred Units (see Note 4) (in units)

2,220,000

Issuance of common shares related to Public Warrant exercise

$ 1

1,272

$ 1,273

Issuance of common shares related to Public Warrant exercise (in shares)

94,000

Issuance of common shares related to stock options exercised

375

$ 375

Issuance of common shares related to stock options exercised (in shares)

39,000

39,344

Issuance of common shares related to Kohana acquisition (see Note 6)

$ 19

23,416

$ 23,435

Issuance of common shares related to Kohana acquisition (in shares) (see Note 6)

1,853,000

Common Equivalent Preferred Unit dividends ($0.02 per unit)

(4,380)

Loss on extinguishment of Common Equivalent Preferred units

(2,870)

Accretion of convertible preferred stock

(1,316)

Other comprehensive income (loss)

(18,121)

Equity-based compensation

$ 3

2,628

2,631

Equity-based compensation (in shares)

333,000

Net share settlement of equity awards

(477)

Balance at end of period at Dec. 31, 2022

(13,882)

$ 750

$ 342,664

$ (328,042)

$ (6,103)

$ 2,460

$ 11,729

^[1]

Balance at end of period (in shares) at Dec. 31, 2022

75,020,000

[1]	(1) Retroactively adjusted for de-SPAC merger transaction as described in Note 4.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT) (Parenthetical) $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($) $ / shares
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT)
Net issuance cost, taxes \| $	$ 3,178
Common equivalent preferred dividends ($0.02 per unit) \| $ / shares	$ 0.02

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Cash flows from operating activities:
Net loss	$ (55,461)	$ (21,308)	$ (128,865)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization	24,210	25,501	23,838
Impairment charges			82,083
Equity-based compensation	2,631	1,223	1,553
Paid-in-kind interest added to debt principal	295	1,777	790
Provision for credit losses	1,790	439	4,452
Amortization of deferred financing fees included in interest expense	1,726	1,840	1,266
Inventory write-offs			5,432
Write-off of unamortized deferred financing fees	4,296
Loss on debt extinguishment	1,580
Loss on disposal of property, plant and equipment	935	243	7,750
Mark-to-market adjustments	3,502	(3,585)	(217)
Change in fair value of warrant liabilities	29,675
Foreign currency transactions	667	492	498
Deferred income tax (benefit) expense	(2,037)	(3,448)	(18,256)
Other	1,204
Change in operating assets and liabilities:
Accounts receivable	(16,789)	(20,102)	965
Inventories	(46,770)	(16,543)	16,869
Derivative assets and liabilities	(22,937)	14,860	1,463
Prepaid expense and other assets	(15,476)	(401)	(351)
Accounts payable	27,646	18,724	(32,146)
Accrued liabilities and other	2,685	3,165	19,426
Net cash provided by (used in) operating activities	(56,628)	2,877	(13,450)
Cash flows from investing activities:
Additions to property, plant and equipment	(63,261)	(25,115)	(19,472)
Additions to intangible assets	(167)	(321)
Acquisition of business, net of cash acquired	(14,885)		(393,337)
Proceeds from sale of property, plant and equipment	4,144	2,789	987
Net cash used in investing activities	(74,169)	(22,647)	(411,822)
Cash flows from financing activities:
Payments on debt	(438,571)	(111,313)	(122,018)
Proceeds from debt	328,539	119,740	352,968
Proceeds from related party debt	11,700
Debt extinguishment costs	(1,580)
Payment of debt issuance costs	(6,007)	(1,426)	(8,229)
Proceeds from de-SPAC merger and PIPE financing	255,737
Payment of common equity issuance costs	(23,998)
Payment of preferred equity issuance costs	(1,250)
Principal payments on capital leases			(2,292)
Net proceeds from repurchase agreements	14,588
Common equivalent preferred dividends	(4,380)
Payment of taxes for net share settlement of equity awards	(477)	(162)
Proceeds from exercise of stock options	375
Proceeds from the issuance of common equivalent preferred units		17,000	222,150
Net cash provided by financing activities	134,676	23,839	442,579
Effect of exchange rate changes on cash	(344)	149	(38)
Net increase (decrease) in cash and cash equivalents and restricted cash	3,535	4,218	17,269
Cash and cash equivalents and restricted cash at beginning of period	22,870	18,652	1,383
Cash and cash equivalents and restricted cash at end of period	26,405	22,870	18,652
Supplemental non-cash investing and financing activities:
Property, plant and equipment acquired but not yet paid	8,811	184	2,020
Accumulating preferred dividends	13,882	24,208	18,513
Exchange of Redeemable Common Equivalent Preferred Units for Series A Convertible Preferred Shares	271,539
Exchange of Redeemable Common Equivalent Preferred Units for common shares	24,214
Related party debt exchanged for common shares	25,000
Acquisition of Kohana through issuance of common stock	23,435
Loss on extinguishment of Common Equivalent Preferred Units	2,870
Supplemental cash flow information:
Cash paid for interest	30,448	28,496	20,789
Cash paid for income taxes, net	$ 814	$ 1,409	$ 98

Organization and Description of Business

12 Months Ended

Dec. 31, 2022

Organization and Description of Business

Organization and Description of Business

Note 1. Organization and Description of Business

Westrock Coffee Company, a Delaware corporation (the “Company,” “Westrock,” “we,” “us,” or “our”), is a leading integrated coffee, tea, flavors, extracts, and ingredients solutions provider in the United States, 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, noncommercial account, CPG, and hospitality industries around the world. We manage our business in two operating segments.

Beverage Solutions: Through this segment, we combine our product innovation and customer insights to provide value-added beverage solutions, including coffee, tea, flavors, extracts and ingredients. We provide products in a variety of packaging, including branded and private label coffee in bags, fractional packs, and single serve cups, as well as extract solutions to be used in products such as cold brew and ready-to-drink offerings. Currently we serve customers in the United States, Europe and Asia, through the retail, food service and restaurant, convenience store and travel center, non-commercial account, CPG and hospitality industries.

Sustainable Sourcing & Traceability: Through this segment, we utilize our proprietary technology and digitally traceable supply chain to directly impact and improve the lives of our farming partners, tangible economic empowerment and an emphasis on environmental accountability and farmer literacy. Revenues primarily consist of sales from commodity contracts related to forward sales of green coffee.

The Company operates eight manufacturing facilities, three of which are located in Concord, North Carolina, two in North Little Rock, Arkansas, one in Richmond, California, one in Kigali, Rwanda, and one in Johor Bahru, Malaysia. The Company is currently completing the build out of its Conway, Arkansas facility, which is expected to begin commercial production in 2024.

On August 26, 2022, pursuant to the terms of the Transaction Agreement, dated April 4, 2022, by and among the Company, Riverview Acquisition Corp., a special purpose acquisition vehicle and a Delaware corporation (“Riverview”), Origin Merger Sub I, Inc. (“Merger Sub I”), and Origin Merger Sub II, LLC (“Merger Sub II”) (as amended, modified or supplemented, the “Transaction Agreement”), the Company completed its de-SPAC merger transaction with Riverview (the “Transaction”). In connection with the closing of the Transaction (the “Closing”), the Company converted from a Delaware limited liability company to a Delaware corporation (the “Conversion”) and changed its corporate name from “Westrock Coffee Holdings, LLC” (the “Converting Company”) to “Westrock Coffee Company.” Pursuant to the Transaction Agreement, Merger Sub I merged with and into Riverview, with Riverview surviving the merger as a direct wholly owned subsidiary of Westrock (such merger, the “SPAC Merger”) and immediately following the consummation of the SPAC Merger, Riverview merged with and into Merger Sub II, with Merger Sub II surviving the merger as a direct wholly owned subsidiary of Westrock (the “LLC Merger”, and together with the SPAC Merger, the “Mergers”). See Note 4 for additional disclosures related to the Transaction.

Basis of Presentation and Consolidation

12 Months Ended

Dec. 31, 2022

Basis of Presentation and Consolidation

Basis of Presentation and Consolidation

Note 2. Basis of Presentation and Consolidation

The Consolidated Financial Statements include the activities of the Company and its wholly owned and/or controlled subsidiaries. All intercompany balances and transactions have been eliminated.

The Company has an 85% ownership interest in Falcon Coffees Limited, which operates our trading business and is reported within our Sustainable Sourcing & Traceability segment. Equity interests not owned by us are reflected as non-controlling interests. In the Consolidated Statements of Operations, we allocate net income (loss) attributable to non-controlling interest to arrive at net income (loss) attributable to common shareholders based on their proportionate share.

The accompanying Consolidated Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) using the U.S. dollar as the reporting currency.

Common Unit Conversion

In connection with the Transaction and pursuant to the Transaction Agreement, (a) each issued and outstanding common unit of the Converting Company (“Common Units”) was automatically converted into 0.1049203474320 shares of common stock, par value $0.01 per share, of the Converted Company (each such share, a “Common Share”), (b) each issued and outstanding common equivalent preferred unit of the Converting Company (the “Common Equivalent Preferred Units”) for which the holder had not elected to convert such unit into shares of Series A convertible preferred stock, par value $0.01 per share, of the Converted Company (the “Series A Preferred Shares”), automatically converted into 0.1086138208640 Common Shares if such Common Equivalent Preferred Unit was designated a Series A Common Equivalent Preferred Unit or 0.1049203474320 Common Shares if such Common Equivalent Preferred Unit was designated a Series B Common Equivalent Preferred Unit and (c) each outstanding Common Equivalent Preferred Unit for which the holder thereof had made an election to convert such unit into Series A Preferred Shares, converted into 0.1086138208740 Series A Preferred Shares if such Common Equivalent Preferred Unit was designated a Series A Common Equivalent Preferred Unit or 0.0919280171940 Series A Preferred Shares if such Common Equivalent Preferred Unit was designated a Series B Common Equivalent Preferred Unit.

For the periods prior to the Closing, the number of outstanding units, weighted average number of outstanding units, loss per common unit, equity-based compensation and other financial amounts previously expressed on the basis of Common Units have been retroactively adjusted on the basis of Common Shares reflecting the common unit conversion ratio, as described above.

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2022

Summary of Significant Accounting Policies

Note 3. Summary of Significant Accounting Policies

Use of Estimates

The preparation of consolidated financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosures of contingent assets and liabilities in the consolidated financial statements and accompanying notes. On an ongoing basis, we evaluate our estimates, including those related to the allowance for credit losses, useful lives of property, plant and equipment, incremental borrowing rates for lease liability measurements, fair values of forward purchase and sales contracts, green coffee associated with forward contracts, warrant liabilities, share-based compensation, contingencies, and income taxes, among others. We base our estimates on historical experience, current and expected macroeconomic conditions such as inflation, consumer spending trends and interest rates, and on various other assumptions that we believe to be reasonable, the results of which form the basis for making judgements about the carrying values of assets and liabilities. Actual results may differ from the estimates and assumptions used in preparing the accompanying consolidated financial statements.

Liquidity

In accordance with Accounting Standards Update (“ASU”) 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (Subtopic 205-40), the Company has the responsibility to evaluate whether conditions and/or events raise substantial doubt about its ability to meet its obligations as they become due within one year after the date that the financial statements are available to be issued. The Company is dependent on borrowings under its Credit Agreement (Note 12) and cash generated from operations to finance its operations, service its debt requirements, maintain compliance with its covenants, and to fund capital requirements. The Company believes that its projected cash flow from operations and available borrowings under our Credit Agreement will be sufficient to fund operations for at least the next twelve months. During the year ended December 31, 2022, we were impacted by the negative effects of inflation on both our customer volume demand and manufacturing costs, including price increases in fuel, food, materials and labor. We attempt to mitigate the impacts of inflation wherever possible. Our mitigation strategies include working with our vendors and suppliers to ensure that we have adequate access to raw materials. In addition, where possible, we seek to recover inflation-impacted costs by passing these costs onto our customers through periodic pricing increases. However, our pricing increases often lag our cost increases, including increases in commodity costs. The persistence of these negative effects on our business could adversely impact our ability to reach our revenue and other financial targets. If we are unable to meet our financial targets and generate sufficient cash flows from

operations, it may restrict our liquidity and capital resources and our ability to maintain compliance with our financial covenants. As management’s ability to amend its financial covenants cannot be assured, management has committed to delay growth capital expenditures and/or reduce operating expenses, as necessary, in order to have adequate liquidity and to remain in compliance with its debt covenants. The accompanying Consolidated Financial Statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the ordinary course of business.

Change in Accounting Principle

In 2021, the Company elected to change its accounting principle for goodwill by unwinding its previous election of applying the private company alternative accounting for the subsequent measurement of goodwill and apply Accounting Standards Codification (“ASC”) 350-20, Intangibles — Goodwill and Other. The private company alternative permits companies to amortize goodwill and to test goodwill for an impairment at an enterprise level. The Company applied ASC 350 retrospectively beginning January 1, 2020, which resulted in the Company unwinding the accumulated amortization of goodwill recognized through January 1, 2020 of $6.6 million. Accordingly, this change resulted in an increase in goodwill and a decrease in accumulated deficit of $6.6 million as of January 1, 2020. The impact to the Consolidated Statement of Operations for the year ended December 31, 2020 was the reversal of $14.6 million of

Goodwill amortization previously recognized in selling, general and administrative expenses and the recognition of a

goodwill impairment charge of $76.9 million, the net of which resulted in a $62.2 million and $63.2 million increase to loss before income taxes and net loss, respectively.

Cash and Cash Equivalents

Cash and cash equivalents include all highly liquid investments with original maturities not exceeding three months at the time of purchase. The fair values of our cash and cash equivalents approximate the amounts shown on our Consolidated Balance Sheets due to their short-term nature.

Restricted Cash

Restricted cash represents cash maintained in margin accounts in accordance with futures market and broker regulations. In accordance with the Company’s accounting policy, the Company does not adjust the value of its derivative assets or liabilities by the amount of cash held in margin accounts.

The total cash and cash equivalents and restricted cash is as follows:


(Thousands)	December 31, 2022		December 31, 2021
Cash and cash equivalents	$	16,838	$	19,344
Restricted cash		9,567		3,526
Total	$	26,405	$	22,870

Accounts Receivable and Allowance for Credit Losses

Accounts receivable consist principally of amounts billed and currently due from customers and are generally unsecured and due within 30 to 60 days. A portion of our accounts receivable is not expected to be collected due to non-payment, bankruptcies and deductions. Our accounting policy for the allowance for credit losses requires us to reserve an amount based on the evaluation of the aging of accounts receivable, detailed analysis of high-risk customers’ accounts, and the overall market and economic conditions of our customers. This evaluation considers the customer demographic, such as large commercial customers as compared to small businesses or individual customers. We consider our accounts receivable delinquent or past due based on payment terms established with each customer. Accounts receivable are written off when the account is determined to be uncollectible.

Activity in the allowance for credit losses was as follows:


	Year Ended December 31,
(Thousands)	2022		2021
Balance at beginning of period	$	3,749	$	3,977
Charged to selling, general and administrative expense		1,790		439
Write-offs		(2,516)		(667)
Total	$	3,023	$	3,749

Inventories

Inventories are stated at the lower of cost, determined on the first-in, first-out method (“FIFO”), or net realizable value. Finished goods and work-in-process include the inventory costs of raw materials, direct labor and manufacturing overhead costs.

Within our Sustainable Sourcing & Traceability segment, green coffee associated with our forward contracts is recorded at net realizable value, which approximates market price, consistent with our forward purchase contracts recorded at fair value in accordance with ASC 815, Derivatives and Hedging (“ASC 815”). Green coffee is a commodity with quoted market prices in active markets, may be sold without significant further processing, has predictable and insignificant disposal costs and is available for immediate delivery. We estimate the fair value of green coffee based on the quoted market price at the end of each reporting period, with changes in fair value being reported as a component of costs of sales in our Consolidated Statements of Operations. For the years ended December 31, 2022, 2021 and 2020, we recognized $12.3 million of net unrealized losses, $8.4 million of net unrealized gains and $2.0 million of net unrealized losses, respectively, on green coffee inventory associated with our forward sales and purchase contracts.

Property, Plant and Equipment

Property, plant and equipment are stated at cost less accumulated depreciation. Depreciation is allocated between cost of sales and selling, general and administrative expense and is determined using the straight-line method over the estimated useful life of the assets. Leasehold improvements are amortized using the straight-line method over the remaining life of the lease or useful life of the asset, whichever is shorter. Maintenance and repairs are charged to operating expense when incurred.

As part of normal business operations, we identify long-lived assets that are no longer productive and dispose of them. Gains and losses on disposals of assets are presented separately in our Consolidated Statements of Operations as part of operating expenses. For the year ended December 31, 2020, we recognized a loss on disposal of property, plant and equipment of $5.8 million related to equipment associated with the acquired S&D Coffee, Inc. (“S&D”) Direct-Store-Delivery business, as described in Intangible Assets below.

Goodwill and Indefinite Lived Intangible Assets

Goodwill represents the excess purchase price of acquired businesses over the fair value of the net assets acquired. Goodwill is reviewed for impairment at least annually. In accordance with ASC 350 Goodwill – Intangible and Other, we evaluate goodwill for impairment between annual impairment tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. Application of the goodwill impairment test requires significant judgment, including the identification of reporting units; assignment of assets and liabilities to reporting units; and assignment of goodwill to reporting units. As of December 31, 2022, all of our goodwill is assigned to our Beverage Solutions reporting unit. Unless circumstances otherwise dictate, the annual impairment test is performed as of October 1.

We first evaluate impairment of goodwill by assessing qualitative factors to determine whether it is more likely than not that the fair value of our reporting unit is less than its carrying amount (the “Step Zero” analysis). If the Step Zero analysis indicates that it is more likely than not that the fair value of our reporting unit is less than its carrying amount, we will perform a quantitative assessment of goodwill impairment.

Qualitative factors include industry and market considerations, overall financial performance, and other relevant events and circumstances affecting the reporting unit. If we choose to perform a qualitative assessment and, after consideration of all relevant factors and circumstances, we determine that it is more likely than not that a reporting unit’s fair value is less than its carrying value, we would perform a quantitative fair value test.

When performing a quantitative assessment, we estimate the fair value of our reporting unit using a combination of an income approach based on the present value of estimated future cash flows, and a market approach based on market data of comparable businesses and acquisitions multiples paid in recent transactions. We evaluate the appropriateness of each valuation methodology in determining the weighting applied to each in the determination of the concluded fair value. If the carrying value of a reporting unit’s net assets is less than its fair value, no indication of impairment exists. If the carrying amount of the reporting unit is greater than the fair value of the reporting unit, an impairment loss must be recognized for the excess and recorded in the Consolidated Statements of Operations not to exceed the carrying value of goodwill.

Fair value determinations of the business require considerable judgment and are sensitive to changes in underlying assumptions and factors. As a result, there can be no assurance that the estimates and assumptions made for the purposes of a quantitative goodwill impairment test prove to be an accurate prediction of future results. Key assumptions include our expected revenue growth rates, operating profits, levels of capital expenditures, and costs of capital. In determining these assumptions, we considered our ability to execute on our plans, future economic conditions, interest rates, and other market data. Many factors are outside the control of management, and these assumptions and estimates may change in future periods. Small changes in these assumptions or estimates could materially affect our cash flow projections; and therefore, could affect the likelihood and amount of potential impairment in future periods. Accordingly, if our current cash flow assumptions are not realized, it is possible that an impairment charge may be recorded in the future.

During the fourth quarter of 2022, the Company completed a qualitative analysis to evaluate impairment of goodwill and concluded that it was more likely than not that the fair value of our goodwill reporting unit exceeded the carrying amount. We reached this conclusion based on the valuation of our recently completed de-SPAC merger transaction, industry tailwinds, and in consideration of the significant excess fair value over carrying value of the prior year quantitative goodwill impairment evaluation. As a result, the Company concluded that no impairment existed in the year ending December 31, 2022.

During the year ended December 31, 2020, due to the negative economic impacts that COVID-19 had on our business, we determined it was more-likely-than-not that the estimated fair value of our goodwill reporting units was less than its carrying value. Accordingly, we performed a quantitative assessment to determine whether a goodwill impairment existed during the second quarter of 2020. The discounted cash flow model reflects our assumptions regarding revenue growth rates, including estimated implications of COVID-19 to our revenues, cost structure, economic and market trends and other expectations around the anticipated operating results of our business. We discounted the estimated cash flows for the entity using rates that represent a market participant’s weighted average cost of capital commensurate with the

underlying business operations. The market approach develops an indication of fair value by calculating average market pricing multiples of revenues and EBITDA for selected peer publicly-traded companies, as well as multiples for relevant transactions that have taken place. As a result of changes in consumer behaviors caused by mitigation strategies enacted to combat the spread of COVID-19, we experienced a decrease in the demand for our products, which resulted in an impairment charge of $76.9 million in our Beverage Solutions segment in the second quarter of 2020.

Following the acquisition of S&D, and due to the implications of COVID-19 and its related impacts to our distribution operations, we assessed the acquired S&D Direct-Store-Delivery (“DSD”) distribution business and determined to close the DSD distribution business in June 2020. As a result of exiting the business and loss of projected revenues that supported the acquired S&D trademark, we fully impaired the associated acquired trademark and recorded a non-cash

impairment charge of $5.2 million for the year ended December 31, 2020, which is recognized in impairment charges in the Consolidated Statements of Operations.

Impairment of Property, Plant and Equipment

We review our property, plant and equipment for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset group may not be recoverable from future, undiscounted net cash flows expected to be generated by the asset group. If the asset group is not fully recoverable, an impairment loss would be recognized for the difference between the carrying value of the asset group and its estimated fair value. For the years ended December 31, 2022, 2021 and 2020, there were no events or changes in circumstances indicating that the carrying amount of any of our asset groups were not recoverable from future undiscounted cash flows we expect the asset groups to generate, and no impairment losses were recognized.

Intangible Assets

As of December 31, 2022, our intangible assets subject to amortization, net of accumulated amortization were $130.9 million. Intangible assets, including acquired finite-lived intangible assets, are amortized on a straight-line basis over their remaining useful lives. The useful life for the customer relationship intangible assets acquired in our acquisitions was determined to be the expected remaining life of those relationships on a basis that reflects the pattern of realization. Other intangible assets are amortized over their expected recovery periods.

Finite-lived intangible assets are tested for impairment with the applicable asset group and evaluated for impairment along with property, plant and equipment. For the years ended December 31, 2022 and 2021, no impairment losses were recognized related to intangible assets subject to amortization.

Warrant Liabilities

We account for warrants assumed in connection with the Transaction (see Note 4) in accordance with the guidance contained in ASC 815, under which the warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, we classify the warrants as liabilities at their fair value and adjust the warrants to fair value at each reporting period. The liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Consolidated Statements of Operations.

The Company remeasures the fair value of the Westrock Public Warrants (as defined in Note 4) based on the quoted market price of the Westrock Public Warrants. The Westrock Private Warrants (as defined in Note 4) are valued using a binomial lattice valuation model. For the year ended December 31, 2022, the Company recognized $29.7 million of losses related to the change in fair value of warrant liabilities, which is recognized in other (income) expense in the Consolidated Statements of Operations.

Debt Issuance Costs

Debt issuance costs consist primarily of loan origination fees, underwriting, legal and other direct costs related to the issuance of debt. Fees related to the issuance of our Term Loan Facility are capitalized and amortized to interest expense over the term of the debt using the frozen effective yield method. The unamortized amount is presented as a reduction of long-term debt on the Consolidated Balance Sheets. Fees related to our Revolving Credit Facility are amortized ratably over the term of the Revolving Credit Facility and are included in other long-term assets in the accompanying Consolidated Balance Sheets. Amortization of deferred debt issuance costs are included in interest expense in the Consolidated Statements of Operations.

Derivatives

We use derivative financial instruments to manage our exposure to movements in certain commodity prices, primarily green coffee. All derivative instruments are valued at fair value in the Consolidated Balance Sheets. We do not use derivative instruments for speculative purposes.

For coffee-related derivative instruments designated as cash flow hedges, the change in fair value of the derivative is reported as accumulated other comprehensive income (loss) (“AOCI”) and subsequently reclassified into product costs of sales in the period, or periods, when the hedged transaction affects earnings. Due to the high degree of effectiveness between the hedging instruments and the underlying exposures being hedged, fluctuations in the value of the derivative instruments are generally offset by changes in the fair values of the cash flows of the underlying exposures being hedged. The change in fair value of derivatives that were not designated and/or did not qualify as hedging instruments are immediately recognized in earnings.

Revenue Recognition

The Company’s revenue consists of products and services which are accounted for under ASC 606, Revenue from Contracts with Customers, (“ASC 606”) and from commodity contracts that are accounted for under ASC 815. We recognize revenue, net of sales returns, when ownership passes to customers for products manufactured in our own plants and/or by third parties on our behalf, and when prices to our customers are fixed or determinable and collection is reasonably assured. This may be upon shipment of goods or upon delivery to the customer, depending on the contractual terms. Shipping and handling costs paid by the customer to us are included in revenue. Although we occasionally accept returns of products from our customers, historically returns have not been material.

Sales Incentives

We participate in various incentive programs with our customers, including volume-based incentives, contractual rebates and promotional allowances. Volume incentives are based on our customers achieving volume targets for a period of time. Volume incentives and contractual rebates are deducted from revenue and accrued as the incentives are earned and are based on management’s estimate of the total the customer is expected to earn and claim. Promotional allowances are accrued at the time of revenue recognition and are deducted from revenue based on either the volume shipped, or the volume sold at the retailer location, depending on the terms of the allowance. We regularly review customer sales forecasts to ensure volume targets will be met and adjust incentive accruals and revenues accordingly.

Costs of Sales

We record costs associated with the manufacturing of our products in costs of sales. Finished goods inventory costs include the costs of direct labor and materials and the applicable share of overhead expense chargeable to production.

Selling, General and Administrative Expense

We record all other expenses not charged to production as selling, general and administrative expense, except those meeting the definition of acquisition, restructuring and integration expenses. Advertising costs are expensed at the commencement of an advertising campaign and are recognized as a component of selling, general and administrative expense. For the years ended December 31, 2022, 2021 and 2020, advertising expenses were approximately $3.6 million, $2.9 million and $2.7 million, respectively.

Shipping and Handling Costs

Shipping and handling costs incurred to deliver products from our locations to the end-user consumer of those products are recorded in selling, general and administrative expense in our Consolidated Statements of Operations. Shipping and handling costs included in selling, general and administrative expense were $22.1 million, $19.9 million and $15.9 million, for the years ended December 31, 2022, 2021 and 2020, respectively.

Shipping and handling costs incurred to store, prepare, and move products between production facilities or from production facilities to branch locations or storage facilities are recorded in costs of sales.

Equity-Based Compensation

We have determined that our equity-based awards qualify as equity classified awards, and are measured based on the fair value of the award on the date of the grant. See Note 16.

Foreign Currency Translation

The functional currency of our Rwandan subsidiary is the Rwandan Franc. All other international subsidiaries of the Company use the U.S. Dollar as their functional currency. The assets and liabilities of non-U.S. active operations are translated to U.S. dollars at the exchange rates in effect at the balance sheet dates. Revenues and expenses are translated using average monthly exchange rates prevailing during the period. The resulting gains or losses are recorded in AOCI.

Income Taxes

We account for income taxes under the asset and liability method. Deferred tax assets and liabilities are recognized based on the differences between the financial statement carrying amount of assets and liabilities and their respective tax bases, using enacted income tax rates expected to apply when the deferred tax assets and liabilities are expected to be realized or settled. The Company’s foreign subsidiaries file income tax returns and are subject to tax provisions in their respective foreign tax jurisdictions.

A valuation allowance is established to reduce deferred income tax assets if, on the basis of available evidence, it is more likely than not that all or a portion of any deferred tax assets will not be realized. The consideration of available evidence requires significant management judgment including an assessment of the future periods in which the deferred tax assets and liabilities are expected to be realized and projections of future taxable income. Specifically, in assessing the need for a valuation allowance, we consider the reversal of taxable temporary differences, future taxable income, the ability to carryback certain attributes and tax-planning strategies. The ultimate realization of the deferred tax assets, including net operating losses, is dependent upon the generation of future taxable income during the periods prior to their expiration. If our estimates and assumptions about future taxable income are not appropriate, the value of our deferred tax assets may not be recoverable, which may result in an increase to our valuation allowance that will impact current earnings. We re-evaluate our need for a valuation allowance on a quarterly basis.

We account for uncertain tax positions using a two-step process. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, based on the technical merits. The second step requires management to estimate and measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. It is inherently difficult and subjective to estimate such amounts, as we have to determine the probability of various possible outcomes. We re-evaluate these uncertain tax positions on a quarterly basis. This evaluation is based on factors including, but not limited to, changes in facts or circumstances, changes in tax law, effectively settled issues under audit, and new audit activity. Such a change in recognition or measurement would result in the recognition of a tax benefit or an additional charge to the tax provision.

We recognize interest and penalties related to unrecognized tax benefits within the income tax benefit line in the accompanying Consolidated Statements of Operations, and we include accrued interest and penalties within other long-term liabilities in the accompanying Consolidated Balance Sheets.

Business Combinations

The Company accounts for business combinations under the acquisition method of accounting. The purchase price of each business acquired is allocated to the tangible and intangible assets acquired and the liabilities assumed based on information regarding their respective fair values on the date of acquisition. Any excess of the purchase price over the fair value of the separately identifiable assets acquired and the liabilities assumed is allocated to goodwill. The fair value

of the acquired assets and liabilities assumed are estimated using the income, market and/or cost approach. The income approach utilizes the present value of estimated future cash flows that a business or asset can be expected to generate, while under the market approach, the fair value of an asset or business reflects the price at which comparable assets are purchased under similar circumstances. Inherent in our preparation of cash flow projections are significant assumptions and estimates derived from a review of operating results, business plans, expected growth rates, capital expenditure plans, costs of capital and tax rates. We also make certain forecasts about future economic conditions, interest rates and other market data. Many of the factors used in assessing fair value are outside the control of management. Small changes in these assumptions or estimates could materially affect the estimated fair value. Additional information, which existed as of the acquisition date but unknown to the Company at that time, may become known during the remainder of the measurement period, a period not to exceed twelve months from the acquisition date. Adjustments in the purchase price allocation may require a recasting of the amounts allocated to goodwill and intangible assets. If such an adjustment is required, the Company will recognize a measurement-period adjustment during the period in which it determines the amount of the adjustment, including the effect on earnings of any amounts it would have recorded in previous periods if the accounting had been completed at the acquisition date. The results of operations of businesses acquired are included in the Company’s Consolidated Financial Statements from their dates of acquisition.

Noncontrolling Interest

The Company has an 85% ownership interest in Falcon Coffees Limited, which operates our trading business and is reported within our Sustainable Sourcing & Traceability segment. Equity interests not owned by us are reflected as noncontrolling interests. In the Consolidated Statements of Operations, we allocate net income (loss) attributable to non-controlling interest to arrive at net income (loss) attributable to common shareholders based on their proportionate share.

Acquisition, Restructuring and Integration Expense

The Company expenses non-capitalizable acquisition, restructuring and integration expenses in the period in which they are incurred and services are received. Acquisition costs represent incremental transaction pursuit and unsuccessful pursuit costs, including professional services (legal, accounting, advisory, etc.), finder’s fees and other direct expenses associated with an acquisition. Restructuring and integration costs include direct costs related to restructuring activities, and costs necessary to integrate an acquired business, including professional services, systems and data conversions, severance and retention bonuses to employees of an acquired business.

Restructuring Plans

The Company accounts for exit or disposal of activities in accordance with ASC 420, Exit or Disposal Cost Obligations (“ASC 420”). The Company defines a business restructuring as an exit or disposal activity that includes but is not limited to a program which is planned and controlled by management and materially changes either the scope of a business or the manner in which that business is conducted. Business restructuring charges may include (i) one-time termination benefits related to employee separations, (ii) contract termination costs and (iii) other related costs associated with exit or disposal activities.

During the year ended December 31, 2020, as a result of the closure of the acquired DSD business, we recognized $13.9 million of pre-tax restructuring charges, consisting of $5.6 million of lease termination expenses and $8.3 million of employee termination costs, which are reported in acquisition, restructuring and integration expense in the Consolidated Financial Statements. During the year ended December 31, 2021, the Company incurred $2.0 million of restructuring costs, which are recorded within acquisition, restructuring and integration expense on the Consolidated Statement of Operations. As of December 31, 2022 and 2021, we had no on-going restructuring plans and no restructuring liabilities outstanding.

Recently adopted accounting pronouncements

Update ASU 2016-02 – Leases (Topic 842) and Update ASU 2018-10 – Codification Improvements to Topic 842, Leases

Effective January 1, 2022, we account for leases in accordance with ASC 842, Leases (“ASC 842”). The standard establishes a right-of-use (“ROU”) model that requires a lessee to recognize a ROU asset and lease liability on the balance sheet for all leases with a term longer than 12 months. Leases will be classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the statement of operations.

We adopted ASC 842 using a modified retrospective transition approach as permitted by the amendments of Accounting Standards Update (“ASU”) 2018-11 Leases (Topic 842): Target Improvements, which provides an alternative modified retrospective transition method. As a result, we were not required to adjust our comparative period financial information for effects of the standard or make the new required lease disclosures for periods before the date of adoption (i.e., January 1, 2022). We have elected to adopt the package of transition practical expedients and, therefore, have not reassessed (i) whether existing or expired contracts contain a lease, (ii) lease classification for existing or expired leases, or (iii) the accounting for initial direct costs that were previously capitalized.

We determine if an arrangement is a lease at contract inception. A lease exists when a contract conveys to the customer the right to control the use of identified property, plant, or equipment for a period of time in exchange for consideration. The definition of a lease embodies two conditions: (i) there is an identified asset in the contract that is land or a depreciable asset, and (ii) the customer has a right to control the use of the identified asset. We enter into lease contracts for manufacturing and production facilities, distribution and warehousing facilities, vehicles and machinery and equipment. Upon adoption, we recognized $13.0 million of ROU assets and lease liabilities on our Consolidated Balance Sheets. See Note 9 for additional disclosures related to leases.

ROU assets are initially measured at cost, which comprises the initial amount of the lease liability adjusted for lease payments made at or before the lease commencement date, plus any initial direct costs incurred, less any lease incentives received. The lease liabilities are initially measured at the present value of the unpaid lease payments at the lease commencement date. Lease expense, for operating leases, is recognized on a straight-line basis over the lease term.

Key estimates and judgements include the following:

(i)

Discount rate – ASC 842 requires a lessee to discount its unpaid lease payments using the rate implicit in the lease or, if that rate cannot be readily determined, its incremental borrowing rate. As we generally do not know the rate implicit in our leases, we use our incremental borrowing rate, based on the information available at the lease commencement date, in determining the present value of our lease payments. Our incremental borrowing rate for a lease is the rate of interest we would have to pay on a collateralized basis to borrow an amount equal to the lease payments under similar terms.

(ii)

Lease term – The lease term for all of our leases includes the noncancellable period of the lease plus any additional periods covered by either a lessee option to extend (or not to terminate) the lease that is reasonably certain to be exercised.

Variable lease payments associated with our leases are recognized when the event, activity, or circumstance in the lease agreement on which those payments are assessed occurs. Variable lease payments are included in both costs of sales and selling, general and administrative expense in our Consolidated Statements of Operations.

We monitor for events or changes in circumstances that require a reassessment of a lease. When a reassessment results in the remeasurement of a lease liability, a corresponding adjustment is made to the carrying amount of the associated ROU asset, unless doing so would reduce the carrying amount of the ROU asset to an amount less than zero. In that case, the amount of the adjustment that would result in a negative ROU asset is recorded in the Consolidated Statements of Operations.

We have elected not to recognize ROU assets and lease liabilities for all short-term leases that have a lease term of 12 months or less. We recognize the lease payments associated with our short-term leases as an expense on a straight-line basis over the lease term. Furthermore, we have elected to combine lease and non-lease components for all contracts. Non-lease components primarily relate to maintenance services related to the leased asset.

Update ASU 2020-06 – Debt-Debt with Conversion and Other Options (Subtopic 470- 20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity

In August 2020, the Financial Accounting Standards Board (“FASB”) issued ASU 2020-06, which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity. ASU 2020-06 (i) simplifies the accounting for convertible debt instruments and convertible preferred stock by removing the existing guidance in ASC 470-20, Debt: Debt with Conversion and Other Options, that requires entities to account for beneficial conversion features and cash conversion features in equity, separately from the host convertible debt or preferred stock; (ii) revises the scope exception from derivative accounting in ASC 815-40 for freestanding financial instruments and embedded features that are both indexed to the issuer’s own stock and classified in stockholders’ equity, by removing certain criteria required for equity classification; and (iii) revises the guidance in ASC 260, Earnings Per Share, to require entities to calculate diluted earnings per share (“EPS”) for convertible instruments by using the if-converted method.

In addition, entities must presume share settlement for purposes of calculating diluted EPS when an instrument may be settled in cash or shares. ASU 2020-06 is effective for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years, with early adoption permitted. We adopted ASU 2020-06 effective January 1, 2021. Adoption of the new standard did not have a material impact on our Consolidated Financial Statements.

Recently issued accounting pronouncements

Update ASU 2021-08 – Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers

In October 2021, the FASB issued ASU 2021-08, which requires an entity to recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with ASC 606, Revenue from Contracts with Customers, instead of at fair value on the acquisition date as previously required by ASC 805. The amendments improve comparability after the business combination by providing consistent recognition and measurement guidance for acquired revenue contracts and revenue contracts not acquired in a business combination. The updated guidance is effective for public companies for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, and early adoption is permitted. The Company has not yet adopted ASU 2021-08; however, we do not believe this standard will have a material impact on our Consolidated Financial Statements.

Update ASU 2022-04 - Liabilities—Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations

In September 2022, the FASB issued ASU 2022-04 “Liabilities—Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations”, which requires that a company that uses a supplier finance program in connection with the purchase of goods or services disclose sufficient information about the program to allow a user of financial statements to understand the program’s nature, activity during the period, changes from period to period, and potential magnitude. ASU 2022-04 is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, except for the amendment on rollforward information, which is effective for fiscal years beginning after December 15, 2023. Early adoption is permitted. The Company will adopt applicable amendments within ASU 2022-04 on a retrospective basis beginning January 1, 2023. The amendments to ASU 2022-04 do not affect the recognition, measurement or financial statement presentation of obligations covered by supplier finance programs.

De-SPAC Merger Transaction

12 Months Ended

Dec. 31, 2022

De-SPAC Merger Transaction

De-SPAC Merger Transaction

Note 4. De-SPAC Merger Transaction

On August 26, 2022, the Company completed the Transaction with Riverview. At Closing, the Company issued 12,868,151 Common Shares to public and class B shareholders of Riverview, receiving $49.8 million of the cash held in the trust account of Riverview, which is net of $17.1 million of Riverview transaction expenses that were either paid by Riverview prior to Closing or offset against proceeds received by the Company at Closing. The 12,868,151 shares issued at Closing include 1,910,000 shares issued to PIPE investors who elected to satisfy their PIPE commitments through the purchase of shares of Class A common stock of Riverview (“Riverview Class A Shares”) on the public market, pursuant to the terms of their respective subscription agreements.

Substantially concurrently with the Closing, the Company received $205.9 million in cash proceeds (which amount excludes contribution to the Company of certain related party notes as described in Note 12) from common stock PIPE investments (the “PIPE Financing”), issued 20,590,000 Common Shares to the PIPE investors (which share amount excludes the conversion of the related party notes as described in Note 12), and entered into a credit agreement that includes (a) a senior secured first lien revolving credit facility in an initial aggregate principal amount of $175.0 million and (b) a senior secured first lien term loan facility in an initial aggregate principal amount of $175.0 million. See Note 12 for additional disclosures regarding the new credit agreement.

Prior to the Closing, the Company’s ownership interests consist of two classes of equity, referred to as Common Units and Common Equivalent Preferred Units (the “CEP Units”). At inception, each CEP Unit has a liquidation preference of $1.00 per unit, increased by an amount accruing at the rate of 10% per annum, compounding annually, based on its liquidation preference as of the time of such accrual, and reduced by the cumulative amount of any cash dividends or distributions, if any, made by the Company in respect of such CEP Unit (the “CEP Unit Liquidation Preference”). During the years ended December 31, 2022, 2021 and 2020, the CEP Units accrued $13.9 million, $24.2 million and $18.5 million of liquidation preference, respectively. In connection with the Closing, holders of Common Equivalent Preferred Units were paid a cash dividend totaling $4.4 million, which is equal to the accreted liquidation preference of the Common Equivalent Preferred Units from June 30, 2022 through Closing.

Pursuant to the Transaction Agreement, (a) each issued and outstanding Common Unit converted into 0.1049203474320 Common Shares, (b) each issued and outstanding Common Equivalent Preferred Unit for which the holder had not elected to convert such unit into shares of Series A convertible preferred stock of Westrock (the “Westrock Series A Preferred Shares”) (see Note 13), automatically converted into 0.1086138208640 Common Shares if such Westrock Preferred Unit was designated a Series A Common Equivalent Preferred Unit or 0.1049203474320 Common Shares if such Common Equivalent Preferred Unit was designated a Series B Common Equivalent Preferred Unit and (c) each outstanding Westrock Preferred Unit, for which the holder thereof had made an election to convert such unit into Westrock Series A Preferred Shares, converted into 0.1086138208740 Westrock Series A Preferred Shares if such Common Equivalent Preferred Unit was designated a Series A Common Equivalent Preferred Unit or 0.0919280171940 Westrock Series A Preferred Shares if such Common Equivalent Preferred Unit was designated a Series B Common Equivalent Preferred Unit.

As a result, we issued 34,855,535 Common Shares to holders of Common Units, 2,220,305 Common Shares to holders of Common Equivalent Preferred Units who elected to convert their Common Equivalent Preferred Units into Common Shares, and 23,587,952 Westrock Series A Preferred Shares to holders who elected to convert their Common Equivalent Preferred Units into Westrock Series A Preferred Shares. The Company realized a net loss on extinguishment of the Common Equivalent Preferred Units of $2.9 million, including the payment of approximately $1.3 million of issuance costs, which have been recorded within accumulated deficit on our Consolidated Balance Sheets and adjusts earnings attributable to common shareholders in computing basic and diluted earnings per share.

In addition, at Closing, (i) each outstanding share of class B common stock of Riverview (the “Riverview Class B Shares” together with the Riverview Class A Shares, the “Riverview Shares”) (other than the Riverview Class B Shares held as treasury stock, which were automatically cancelled and extinguished at Closing), automatically converted into one Riverview Class A Share, (ii) each outstanding Riverview Class A Share (including the Riverview Class A Shares resulting from the conversion of Riverview Class B Shares at Closing but excluding any Riverview Class A Shares held

as treasury stock, which were automatically cancelled and extinguished at Closing) were exchanged for one Common Share, (iii) each outstanding warrant to purchase Riverview Class A Shares (the “Riverview Warrants”) was, by its terms, automatically converted into a comparable warrant to purchase Common Shares (the “Westrock Warrants”) on the terms and subject to the conditions set forth in the warrant agreement for the Riverview Warrants and the amended and restated warrant agreement for the Westrock Warrants, (iv) each Riverview Share held immediately prior to Closing by Riverview as treasury stock was automatically canceled and extinguished and (v) each share of capital stock of Merger Sub I issued and outstanding immediately prior to Closing was automatically canceled and extinguished and converted into one share of common stock, par value $0.01, of the surviving corporation in the SPAC Merger. In connection with obtaining the approval of the Mergers by Riverview’s stockholders, Riverview provided an opportunity for its stockholders to redeem all or a portion of their outstanding Riverview Class A Shares.

The Transaction is a capital transaction in substance and not a business combination under ASC 805, Business Combinations (“ASC 805”). As a result, Westrock is treated as the accounting acquirer and Riverview is treated as the acquired company for financial reporting purposes per ASC 805. Accordingly, for accounting purposes, the Transaction is treated similar to an equity contribution in exchange for the issuance of Common Shares.

The financial statements of the combined entity represent a continuation of the financial statements of Westrock, and the net assets of Riverview have been stated at historical cost, with no goodwill or other intangible assets recorded. The equity and net loss per unit attributable to common equityholders of the Company, prior to the Closing, have been retroactively adjusted as shares reflecting the common unit conversion ratio discussed above.

Proceeds from the Transaction and the $175.0 million term loan facility were used to pay off and terminate our then existing term loan and asset-based lending agreements, and to pay expenses related to the Transaction and the new credit agreement.

The Company and Riverview incurred $24.0 million and $17.1 million, respectively, of expenses related to the Transaction. These expenses consist of underwriting fees, professional services (legal, accounting, advisory, etc.) and other direct expenses associated with the Transaction. Costs incurred by Westrock were initially capitalized as incurred in the other assets on the Consolidated Balance Sheets. As a result of the transaction, $24.0 million of transaction costs incurred by the Company related to the issuance of shares were recognized in additional paid-in capital as a reduction of proceeds. The $17.1 million of expenses incurred by Riverview were either paid by Riverview prior to Closing or netted against proceeds received by the Company at Closing. There were no deferred transaction costs recorded in the Consolidated Balance Sheets as of December 31, 2022.

Common Stock Warrants

The Company assumed 12,500,000 publicly-traded Riverview Warrants (“Public Warrants”) and 7,400,000 private placement Riverview Warrants (“Private Warrants”), which were originally issued by Riverview in connection with its initial public offering and, as a result of the assumption by the Company, became Westrock Warrants. The Public Warrants assumed by Westrock are referred to as the “Westrock Public Warrants” and the Private Warrants assumed by Westrock are referred to as the “Westrock Private Warrants”. The Westrock Warrants are included in warrant liabilities on the Company’s Consolidated Balance Sheet. The Westrock Warrants entitle the holder to purchase one share of Common Share at an exercise price of $11.50 per share.

The Westrock Warrants became exercisable for cash on December 21, 2022 upon the effectiveness of our Registration Statement on Form S-1 (File No. 333-267509) (“Warrant Registration Statement”) registering the Common Shares issuable upon the exercise of the Westrock Warrants. The Westrock Warrants may only be exercised for a whole number of shares, and will expire on August 26, 2027 (i.e., five years following the Closing), or earlier upon redemption or liquidations. Westrock may redeem the outstanding Westrock Public Warrants (i) in whole and not in part; (ii) at a price of $0.01 per warrant; (iii) upon not less than 30 days’ prior written notice of redemption to each warrant holder; and (iv) if, and only if, the reported last sale price of the Common Shares for any 20 trading days within a 30-trading day period ending three business days before Westrock sends the notice of redemption to the warrant holders equals or exceeds $18.00 per share. During any period when Westrock fails to maintain an effective registration statement registering the Common Shares issuable upon the exercise of the Westrock Warrants, Westrock is required to permit holders of

Westrock Warrants to exercise their Westrock Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act of 1933, as amended, or another exemption.

Between November 25, 2022 and December 21, 2022, the effective date of the Warrant Registration Statement, 527,084 Westrock Public Warrants were exercised on a cashless basis, in accordance with the terms of the Westrock Warrants, resulting in the issuance of 94,453 Common Shares. There were no other exercises of Warrants for the year ended December 31, 2022. From December 31, 2022 through the date of these financial statements, Westrock has received $2.6 million in cash proceeds from the exercise of 228,796 Public Warrants, resulting in the issuance of 228,796 Common Shares.

The Westrock Private Warrants, which became transferable, assignable and salable on September 26, 2022 (i.e., 30 days after the Closing), are currently held by the Riverview Sponsor, and are generally identical to the Westrock Public Warrants, except they cannot be redeemable by Westrock so long as they are held by the Riverview Sponsor or its permitted transferees. The Riverview Sponsor, or its permitted transferees, have the option to exercise the Westrock Private Warrants on a cashless basis. If the Westrock Private Warrants are held by holders other than the Riverview Sponsor or its permitted transferees, the Westrock Private Warrants will become redeemable by Westrock and exercisable by the holders on the same basis as the Westrock Public Warrants.

Revenue

12 Months Ended

Dec. 31, 2022

Revenue

Revenue

Note 5. Revenue

Revenue from Contracts with Customers (ASC 606)

We measure revenue based on the consideration specified in the client arrangement, and revenue is recognized when the performance obligations in the client arrangement are satisfied. Our principal source of revenue is from the procurement, trade, manufacture, and distribution of coffee, tea and extracts to customers in the United States, Europe, and Asia.

The transaction price of a contract, net of discounts and expected returns, is allocated to each distinct performance obligation based on the relative standalone selling price of the obligation and is recognized as revenue when the performance obligation is satisfied. The standalone selling price is the estimated price we would charge for the good or service in a separate transaction with similar customers in similar circumstances. Identifying distinct performance obligations and determining the standalone selling price for each performance obligation within a contract requires management judgment.

Substantially all our client contracts require that we be compensated for services performed to date. This is upon shipment of goods or upon delivery to the customer, depending on contractual terms. Shipping and handling costs paid by the customer to us are included in revenue and costs incurred by us for shipping and handling activities that are performed after a customer obtains control of the product are accounted for as fulfillment costs. In addition, we exclude from net revenue and cost of sales taxes assessed by governmental authorities on revenue-producing transactions. Although we occasionally accept returns of products from our customers, historically returns have not been material.

At times, the Company may enter into agreements in which its Sustainable Sourcing & Traceability segment will sell inventory to a third party, from whom the Company’s Beverage Solutions segment has an obligation to repurchase. Such transactions are accounted for as financing transactions in accordance with ASC 606. At December 31, 2022, the Company has $14.6 million of such repurchase agreement obligations, collateralized by the corresponding inventory, that are recorded within accrued expenses and other current liabilities on the Consolidated Balance Sheets. Net cash flows associated with these repurchase agreements are reported as financing activities in the Consolidated Statements of Cash Flows.

Revenue from Forward Contracts (ASC 815)

A portion of the Company’s revenues consist of sales from commodity contracts that are accounted for under ASC 815. Sales from commodity contracts primarily relate to forward sales of green coffee which are accounted for as derivatives at fair value under ASC 815. These forward sales meet the definition of a derivative under ASC 815 as they have an

underlying, notional amount, no initial net investment and can be net settled since the commodity is readily converted to cash. The Company does not apply the normal purchase and normal sale exception under ASC 815 to these contracts.

Revenues from commodity contracts are recognized in revenues for the contractually stated amount when the contracts are settled. Settlement generally occurs upon shipment or delivery of the product when title and risks and rewards of ownership transfers to the customer. Prior to settlement, these forward sales contracts are recognized at fair value with the unrealized gains or losses recorded within cost of sales on our Consolidated Statements of Operations. For the years ended December 31, 2022, 2021 and 2020, we recorded $8.8 million of net unrealized gains, $4.8 million of net unrealized losses and $2.2 million of net unrealized gains, respectively, within costs of sales.

For the years ended December 31, 2022, 2021 and 2020, the Company recognized $181.7 million, $145.6 million and $123.8 million in revenues under ASC 815, respectively, and are reported within the Company’s Sustainable Sourcing & Traceability segment.

Contract Estimates

The nature of the Company’s contracts give rise to variable consideration including cash discounts, volume-based rebates, point of sale promotions, and other promotional discounts to certain customers. For all promotional programs and discounts, the Company estimates the rebate or discount that will be granted to the customer and records an accrual upon invoicing. These estimated rebates or discounts are included in the transaction price of the Company’s contracts with customers as a reduction to net revenues and are included as accrued sales incentives in accrued expenses and other current liabilities in the Consolidated Balance Sheets. Accrued sales incentives were $1.3 million at December 31, 2022 and $1.9 million at December 31, 2021.

We do not disclose the value of unsatisfied performance obligations for contracts (i) with an original expected length of one year or less or (ii) for which the Company recognizes revenue at the amount in which it has the right to invoice as the product is delivered.

Contract Balances

Contract balances relate primarily to advances received from the Company’s customers before revenue is recognized. The Company does not have any material contract liabilities as of December 31, 2022 or 2021. Receivables from contracts with customers are included in accounts receivable, net on the Company’s Consolidated Balance Sheets. At December 31, 2022 and 2021, accounts receivable, net included $104.7 million and $89.0 million in receivables from contracts with customers, respectively.

Contract acquisition costs for obtaining contracts that are deemed recoverable are capitalized as contract costs. Such costs result from the payment of sales incentives and are amortized over the contract life. As of December 31, 2022 and 2021, no costs were capitalized as all arrangements were less than a year.

Contract assets, primarily deferred promotional incentives paid to customers, totaled $0.4 million at December 31, 2022 and $0.5 million at December 31, 2021, and were included in prepaid expenses and other current assets on our Consolidated Balance Sheets. Deferred promotional incentives are amortized straight-line over the contract life. Amortization of deferred contract costs for the years ended December 31, 2022, 2021 and 2020 was $1.2 million, $0.3 million and $1.3 million, respectively, and are included in revenues in our Consolidated Statements of Operations.

Concentration of Customers

For the years ended December 31, 2022 and 2021, no customers accounted for more than 10% of our consolidated net revenues. For the year ended December 31, 2020, one customer, which is reported within our Beverage Solutions segment accounted for approximately 10% of our net revenue.

Disaggregated Revenue

In general, the Company’s business segmentation is aligned according to the nature and economic characteristics of its products and customer relationships and provides meaningful disaggregation of each business segment’s results of operations.

Further disaggregation of revenues from sales to external customers by type and geographic area, based on customer location, is as follows:


	Year Ended December 31,
(Thousands)	2022		2021		2020
Coffee & tea	$	569,464	$	445,466	$	344,919
Flavors, extracts & ingredients		112,155		98,850		72,460
Other		3,684		6,697		7,527
Green coffee		182,569		147,131		125,940
Net sales	$	867,872	$	698,144	$	550,846


	Year Ended December 31,
(Thousands)	2022		2021		2020
United States	$	719,437	$	583,011	$	445,210
All other countries		148,435		115,133		105,636
Net sales	$	867,872	$	698,144	$	550,846

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Paragraph 10
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Section 50
-Paragraph 13
-Subparagraph (b)(2)
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
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-Paragraph 12
-Subparagraph (a)
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Paragraph 12
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
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-Section 50
-Paragraph 15
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130558-203045

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Property, Plant and Equipment, Net

Acquisitions

12 Months Ended

Dec. 31, 2022

Acquisitions

Acquisitions

Note 6. Acquisitions

Kohana Coffee, LLC

November 14, 2022, Westrock Beverage Solutions, LLC, a Delaware limited liability company and wholly owned subsidiary of the Company, acquired one hundred percent (100%) of the equity securities of Kohana Coffee, LLC (“Kohana Coffee”), a Texas limited liability company (“Kohana Acquisition”). Kohana Coffee is an extract and ready-to-drink focused business, based in Richmond, California, serving customers in the retail and CPG industries. The acquisition allows the Company to accelerate the development, production, and distribution of ready-to-drink products in cans and bottles. Aggregate consideration paid for Kohana Coffee included 1,852,608 shares of common stock of the Company, par value $0.01 per share, and approximately $15.7 million in cash, subject to customary adjustments.

The fair value of the stock consideration was based on the closing price of the Company’s common stock on the date of acquisition. The total consideration paid in the Kohana Acquisition is summarized below:


(Thousands)
Cash consideration	$	15,682
Fair value of stock consideration		23,435
Total Consideration	$	39,117

The table below summarizes the preliminary purchase price allocation of the assets acquired and liabilities assumed:


(Thousands)	Acquired Value
Cash and cash equivalents	$	797
Accounts receivable		881
Inventory		2,306
Property, plant and equipment		8,387
Goodwill		16,946
Intangible assets		11,638
Accounts payable and accrued liabilities		(1,838)
Total	$	39,117

The assets and liabilities acquired in the Kohana Acquisition are recorded at their estimated fair values.

The above purchase price allocation is considered preliminary and is subject to change when the valuation of assets and liabilities is finalized upon receipt of the final valuation report from a third-party valuation expert, and the settlement of post-closing working capital adjustments, which is anticipated to be finalized during 2023.

The cost of the acquisition in excess of the fair market value of the tangible and intangible assets acquired less liabilities assumed represents acquired goodwill, which is deductible for tax purposes. The goodwill arising from the transaction is primarily attributable to strategic opportunities from the acquisition of Kohana, including our ability to accelerate the development, production, and distribution of ready-to-drink products in cans and bottles to our existing customers.

Intangible Assets

In our determination of the fair value of intangible assets, we consider, among other factors, the best use of acquired assets, analysis of historical financial performance and estimates of future performance of the acquired business’ products. The estimated fair values of identified intangible assets are calculated considering both market participant expectations, using an income approach, as well as estimates and assumptions provided by Westrock management and management of the acquired business. Assumptions include, but are not limited to, expected revenue growth, weighted-average terminal growth rates, risk adjusted discount rate and royalty rate.

The estimated fair value of customer relationships represents future after-tax discounted cash flows that will be derived from sales to existing customers of the acquired business as of the date of acquisition.

The following table sets forth the components of identified intangible assets associated with the Kohana Acquisition and their estimated weighted average useful lives:


	Estimated Fair		Estimated Useful
(Thousands)	Market Value		Life
Customer relationships	$	11,148		10 years
Favorable lease asset		490		2.5 years
Total	$	11,638

Kohana Coffee, which is reported within our Beverage Solutions segment, contributed net sales of $1.5 million and operating loss of $0.5 million from the date of acquisition through December 31, 2022. Expenses associated with the acquisition were not material.

The following table presents the unaudited pro forma summary of our financial results as if the Kohana Acquisition had occurred on January 1, 2021. The pro forma results include additional depreciation and amortization resulting from purchase accounting adjustments. The pro forma results do not include any synergies or other benefits of the acquisition. The pro forma results are not indicative of future results of operations, or results that might have been achieved had the acquisition been consummated on January 1, 2021.


	Year Ended		Year Ended
(Thousands, except per share amounts)	December 31, 2022		December 31, 2021
Revenue	$	884,228		716,849
Net loss attributable to common shareholders		(84,651)		(44,353)

S&D Coffee, Inc.

On February 28, 2020, the Company acquired 100% of the issued and outstanding shares of capital stock of S&D in exchange for $401.6 million in cash. The acquisition was financed with the issuances of Common Equivalent Preferred Units, a $240.0 million term loan, and a $25.0 million draw from an asset-based lending facility. The acquisition allowed the Company to expand our blue-chip customer base and product capabilities, creating an integrated coffee, tea, and extract company serving retailers, restaurants, convenience stores, and the hospitality industry.

The total consideration paid in the S&D acquisition is summarized below:


(Thousands)
Cash paid to Cott Corporation	$	397,878
Cash paid on behalf of sellers for seller's transaction expenses		5,241
Post-close working capital adjustments		(1,500)
Total Consideration	$	401,619

The table below summarizes the purchase price allocation of the assets acquired, and liabilities assumed:


(Thousands)	Acquired Value
Cash and cash equivalents	$	8,282
Accounts receivable		57,818
Inventory		67,297
Prepaid expenses and other current assets		1,810
Property, plant and equipment		92,369
Goodwill		159,320
Intangible assets		142,920
Other assets		3,319
Accounts payable and accrued liabilities		(87,216)
Long-term debt		(147)
Deferred tax liabilities		(42,168)
Other long-term liabilities		(1,985)
Total	$	401,619

The assets and liabilities acquired in the S&D acquisition are recorded at their estimated fair values per valuations.

The cost of the acquisition in excess of the fair market value of the tangible and intangible assets acquired less liabilities assumed represents acquired goodwill, which is not deductible for tax purposes. The acquisition provides the Company with an expanded presence and manufacturing and distribution synergies, which provide the basis for the goodwill recognition. Additionally, the existence of an assembled workforce was not considered an identifiable asset below, and any value attributed to it was subsumed into the valuation of goodwill.

Intangible Assets

management of the acquired business. Assumptions include, but are not limited to, expected revenue growth, weighted-average terminal growth rates, risk adjusted discount rate and royalty rate.

The estimated fair value of the trademark represents the future projected cost savings associated with the premium and brand image obtained as a result of owning the trademark as opposed to obtaining the benefit of the trademark through a royalty or rental fee.

The following table sets forth the components of identified intangible assets associated with the S&D acquisition and their estimated weighted average useful lives:


	Estimated Fair		Estimated Useful
(Thousands)	Market Value		Life
Customer relationships	$	137,500		20 years
Trademark		5,200		Indefinite
Favorable lease asset		220		5 years
Total	$	142,920

As described in Note 3, as a result of exiting the acquired DSD business and loss of projected revenues that supported the acquired S&D trademark, we fully impaired the associated acquired trademark during the year ended December 31, 2020.

S&D, which is reported within our Beverage Solutions segment, contributed revenue of $349.2 million and operating loss of $1.3 million, excluding $14.3 million acquisition, restructuring and integration costs, and $95.0 million of impairment charges, inventory write-offs and losses on disposal of property, plant and equipment, from the date of acquisition through December 31, 2020.

The following table presents the unaudited pro forma summary of our financial results as if S&D acquisition had occurred on January 1, 2020. The pro forma results include additional depreciation and amortization resulting from purchase accounting adjustments and interest expense associated with debt used to fund the acquisition. The pro forma results do not include any synergies or other benefits of the acquisition. The pro forma results are not indicative of future results of operations, or results that might have been achieved had the acquisition been consummated on January 1, 2020.


	Year Ended
(Thousands, except per share amounts)	December 31, 2020
Revenue	$	647,935
Net loss attributable to common shareholders		(138,896)

Inventories

12 Months Ended

Dec. 31, 2022

Inventories

Inventories

Note 7. Inventories

The following table summarizes inventories as of December 31, 2022 and 2021:


(Thousands)	December 31, 2022		December 31, 2021
Raw materials	$	66,925	$	45,079
Finished goods		21,232		14,895
Green coffee		57,679		49,192
Total inventories	$	145,836	$	109,166

Green coffee inventories represents green coffee held for resale. At December 31, 2022 and 2021, all green coffee held for resale was included within our Sustainable Sourcing & Traceability segment.

Property, Plant and Equipment, Net

12 Months Ended

Dec. 31, 2022

Property, Plant and Equipment, Net.

Note 8. Property, Plant and Equipment, Net

The following table summarizes property, plant and equipment, net as of December 31, 2022 and 2021:


(Thousands)	Depreciable Lives	December 31, 2022		December 31, 2021
Land		$	9,052	$	9,150
Buildings	10-40 years		44,425		43,895
Leasehold improvements⁽¹⁾			1,651		613
Plant equipment	3-15 years		107,885		88,155
Vehicles and transportation equipment	3-5 years		700		876
IT systems	3-7 years		3,053		2,453
Furniture and fixtures	3-10 years		3,529		2,746
Customer beverage equipment⁽²⁾	3-5 years		21,930		24,341
Lease right-of-use assets⁽³⁾			36		—
Construction in progress and equipment deposits			59,947		8,025
			252,208		180,254
Less: accumulated depreciation			(67,002)		(52,641)
Property, plant and equipment, net		$	185,206	$	127,613

1 - Leasehold improvements are amortized over the shorter of their estimated useful lives or the related lease life.

2 - Customer beverage equipment consists of brewers held on site at customer locations.

3 - Lease right-of-use assets are amortized over the shorter of the useful life of the asset or the lease term.

Depreciation expense for the years ended December 31, 2022, 2021 and 2020 was $17.4 million, $18.8 million and $18.2 million, respectively. Assets classified as construction in progress are not depreciated, as they are not ready for production use. All assets classified as construction in progress on December 31, 2022 are expected to be in production use.

Leases

12 Months Ended

Dec. 31, 2022

Leases

Leases

Note 9. Leases

We have operating leases for manufacturing and production facilities, distribution and warehousing facilities, vehicles and machinery and equipment. Some of our lease agreements have renewal options, tenant improvement allowances, rent holidays and rent escalation clauses. The remaining terms on our leases range from 1 year to 7 years, some of which may include options to extend the leases and some of which may include options to terminate the leases within 1 year.

The following table summarizes the amount of right-of-use lease assets and lease liabilities included in each respective line item on the Company’s Consolidated Balance Sheets:


(Thousands)	Balance Sheet Location	December 31, 2022
Right-of-use operating lease assets	Other long-term assets	$	11,090
Operating lease liabilities - current	Accrued expenses and other current liabilities		2,832
Operating lease liabilities - noncurrent	Other long-term liabilities		8,424

Depending on the nature of the lease, lease costs are classified within costs of sales or selling, general and administrative expense on the Company’s Consolidated Statements of Operations. The components of lease costs are as follows:


	Year Ended
(Thousands)	December 31, 2022
Operating lease cost	$	907
Short-term lease cost		235
Total	$	1,142

The following table presents information about the Company’s weighted average discount rate and remaining lease term:


	December 31, 2022
Weighted-average discount rate		8.4%
Weighted-average remaining lease term		4.6 years

Supplemental cash flow information about the Company’s leases is as follows:


	Year Ended
(Thousands)	December 31, 2022
Operating cash flows from operating leases	$	891

Future minimum lease payments under non-cancellable operating leases as of December 31, 2022 are as follows:


(Thousands)
2023	$	3,713
2024		3,264
2025		2,130
2026		1,435
2027		1,385
Thereafter		1,740
Total future minimum lease payments		13,667
Less: imputed interest		(2,411)
Present value of minimum lease payments	$	11,256

Disclosures related to periods prior to adoption of ASC 842

Rent expense for operating lease agreements under the previous lease guidance was $4.4 million and $5.7 million, for the years ended December 31, 2021 and 2020, respectively.

As previously reported in our audited Consolidated Financial Statements for year ended December 31, 2021, the minimum future lease payments under the previous lease guidance as of December 31, 2021 were as follows:


(Thousands)
2022	$	4,334
2023		4,332
2024		4,174
2025		3,286
2026		2,377
Thereafter		4,373
Total	$	22,876

Goodwill

12 Months Ended

Dec. 31, 2022

Goodwill.

Note 10. Goodwill

Changes in the carrying amount of goodwill occurring during the years ended December 31, 2022 and 2021 were as follows:


	Beverage
(Thousands)	Solutions		Total
Balance at December 31, 2019
Goodwill	$	14,616	$	14,616
Changes during the period:
Acquisitions		159,320		159,320
Impairments		(76,883)		(76,883)
		97,053		97,053
Balance at December 31, 2020
Goodwill	$	173,936	$	173,936
Accumulated impairment loss		(76,883)		(76,883)
		97,053		97,053
Balance at December 31, 2021
Goodwill	$	173,936	$	173,936
Accumulated impairment loss		(76,883)		(76,883)
		97,053		97,053
Changes during the period:
Acquisitions		16,946		16,946
		16,946		16,946
Balance at December 31, 2022
Goodwill	$	190,882	$	190,882
Accumulated impairment loss		(76,883)		(76,883)
	$	113,999	$	113,999

Intangible Assets, Net

12 Months Ended

Dec. 31, 2022

Intangible Assets, Net

Intangible Assets, Net

Note 11. Intangible Assets, Net

The following table summarizes intangible assets, net as of December 31, 2022 and 2021:


	December 31, 2022
			Accumulated
(Thousands)	Cost		Amortization		Net
Customer relationships	$	148,648	$	(18,778)	$	129,870
Favorable lease asset		710		(140)		570
Software		919		(473)		446
Intangible assets, net	$	150,277	$	(19,391)	$	130,886


	December 31, 2021
			Accumulated
(Thousands)	Cost		Amortization		Net
Customer relationships	$	137,500	$	(12,091)	$	125,409
Favorable lease asset		220		(79)		141
Software		758		(394)		364
Intangible assets, net	$	138,478	$	(12,564)	$	125,914

Amortization expense of intangible assets was $6.8 million, $6.7 million and $5.6 million for the years ended December 31, 2022, 2021 and 2020, respectively. As of December 31, 2022, the weighted average useful life for definite-lived intangibles is approximately 20 years.

The estimated amortization expense for intangible assets subject to amortization over the next five years is:


(Thousands)
2023	$	7,588
2024		7,465
2025		7,287
2026		7,194
2027		7,194
Thereafter		94,158
Total	$	130,886

Debt

12 Months Ended

Dec. 31, 2022

Debt

Debt

Note 12. Debt

Our long-term debt as of December 31, 2022 and 2021 was as follows:


(Thousands)	December 31, 2022		December 31, 2021
Term loan facility	$	175,000	$	—
Prior term loan facility		—		235,668
Prior ABL facility		—		51,890
International trade finance lines		42,905		4,510
International notes payable		1,750		3,126
Other loans		25		25
Total debt		219,680		295,219
Unamortized debt costs		(2,769)		(4,910)
Current maturities of long-term debt		(11,504)		(8,735)
Short-term debt		(42,905)		(4,510)
Long-term debt, net	$	162,502	$	277,064

The following table summarizes our long-term debt payments required in each of the next five years and thereafter:


(Thousands)
2023	$	11,504
2024		9,367
2025		10,244
2026		14,408
2027		131,252
Thereafter		—
Total	$	176,775

Credit Agreement

On August 29, 2022, the Company entered into a credit agreement (the “Credit Agreement”) among the Company, Westrock Beverage Solutions, LLC, as the borrower (the “Borrower”), Wells Fargo Bank, N.A., as administrative agent, collateral agent, and swingline lender, Wells Fargo Securities, LLC, as sustainability structuring agent, and each issuing bank and lender party thereto. The Credit Agreement includes (a) a senior secured first lien revolving credit facility in an initial aggregate principal amount of $175.0 million (the “Revolving Credit Facility”) and (b) a senior secured first lien term loan facility in an initial aggregate principal amount of $175.0 million (the “Term Loan Facility”). Proceeds from the Term Loan Facility were used for paying off existing indebtedness. The Revolving Credit Facility and the Term Loan Facility will mature on August 29, 2027. All obligations under the Credit Agreement are guaranteed by the Company and each of the Borrower’s domestic subsidiaries, which comprise our Beverage Solutions segment, and are secured by substantially all of the Company’s assets.

Borrowings under the Revolving Credit Facility and the Term Loan Facility will bear interest, at the Borrower’s option, initially at an annual rate equal to (i) Term SOFR plus a credit spread adjustment of 0.10% for loans with an interest period of one month, 0.15% for loans with an interest period of three months and 0.25% for loans with an interest period of six months, as applicable, (the “Adjusted Term SOFR”) or (ii) the base rate (determined by reference to the greatest of (i) the rate of interest last quoted by The Wall Street Journal in the U.S. as the prime rate in effect, (ii) the NYFRB Rate from time to time plus 0.50% and (iii) the Adjusted Term SOFR for a one month interest period plus 1.00%, (the “Base Rate”)), in each case plus the Applicable Margin. The Applicable Margin ranges from 1.50% to 2.50% for Adjusted Term SOFR loans and from 0.50% to 1.50% for Base Rate loans, in each case depending on the total net leverage ratio. Commitment fees on the daily unused amount of commitments under the Revolving Credit Facility range from 0.20% to 0.35% depending on the total net leverage ratio. At December 31, 2022, the Revolving Credit Facility was undrawn (other than the standby letters of credit outstanding described below) and the interest rate applicable to our Term Loan Facility was 5.7%.

The Term Loan Facility requires quarterly principal payments during the first three years of approximately $2.2 million (1.25% of the original principal balance). Quarterly payments increase to approximately $3.3 million and $4.4 million (1.875% and 2.5% of the original principal balance) during the fourth and fifth years, respectively.

We incurred $6.0 million of financing fees in connection with the Credit Agreement. $3.0 million of the fees were allocated to the Term Loan Facility and are being amortized utilizing the frozen effective yield method based on the interest rate in place at the issuance of the Term Loan Facility. $3.0 million of the fees were allocated to the Revolving Credit Facility, are reported within other long-term assets on the Consolidated Balance Sheets and are being amortized ratably over the term of the Revolving Credit Facility.

We had $2.6 million of standby letters of credit outstanding at December 31, 2022.

The Credit Agreement contains two financial covenants requiring maintenance of a total net leverage ratio not to exceed 4.50 to 1.00, with a stepdown to 4.00 to 1.00 on the 18-month anniversary of the closing date of the Credit Agreement (with an option to increase to 4.50 to 1.00 following certain permitted acquisitions), and an interest coverage ratio of at least 1.50 to 1.00 (the “Financial Covenants”). At December 31, 2022, and the date of these financial statements, we were in compliance with the Financial Covenants.

Prior Term Loan Facility

On February 28, 2020, Westrock Beverage Solutions, LLC, as borrower, borrowed $240.0 million of term loans from various financial institutions pursuant to a loan and security agreement (the “Prior Term Loan Agreement”) (such term loans, the “Prior Term Loan Facility”). In connection with the Closing, all outstanding Prior Term Loan Facility balances were repaid, and the associated Prior Term Loan Agreement was terminated. The Company paid a $1.6 million early termination fee, and wrote off $4.0 million of unamortized deferred financing fees associated with the termination of the Prior Term Loan Facility, which are recorded within interest expense on the Consolidated Statement of Operations.

Prior ABL Facility

On February 28, 2020, Westrock Beverage Solutions, LLC, as borrower, entered into a loan and security agreement with Bank of America as administrative agent (the “Prior ABL Credit Agreement”) that created an asset-based loan of $90.0 million (the “Prior ABL Facility”). In connection with the Closing, all outstanding Prior ABL Facility balances were repaid, and the associated Prior ABL Credit Agreement was terminated. Upon termination, we wrote off $0.3 million of the $1.3 million unamortized deferred financing fees associated with the Prior ABL Facility, which are recorded within interest expense on the Consolidated Statement of Operations. The remaining unamortized deferred financing fees were allocated to the new Revolving Credit Facility and will be amortized over the life of the Revolving Credit Facility. Outstanding letters of credit under the Prior ABL Facility were replaced by letters of credit under the Credit Agreement.

International Debt and Lending Facilities

Falcon maintains a working capital trade finance facility with multiple financial institutions, which prior to March 16, 2022, was agented by Brown Brothers Harriman (“BBH”), a related party of the Company through its equity interests in the Company, and was reported as short-term related party debt on the Consolidated Balance Sheets. On March 16, 2022, Falcon refinanced its working capital trade finance facility, and the facility was transferred to different lenders with the same terms as the previous facility. At the time of refinance, there was $49.3 million outstanding under the facility. The new facility is uncommitted and repayable on demand. Certain of Falcon’s assets with a net book amount of $39.8 million have been pledged as collateral against the facility as of December 31, 2022. On April 29, 2022, the facility size increased from $50.0 million to $55.0 million and subsequently, on June 16, 2022, the facility size increased to $62.5 million. On December 9, 2022, the facility size decreased from $62.5 million to $47.5 million and subsequently, on December 20, 2022, the facility was modified for various definitions, clauses and schedules within the facility agreement.

At December 31, 2022, there was $36.3 million outstanding under the facility, which is recorded in short-term debt in the Consolidated Balance Sheets. Interest is payable monthly at the U.S. Prime Rate plus 2.50%, subject to a minimum rate of 5.00%. The facility carries an agent fee of 0.25% of total available capital. Availability under the facility is subject to a borrowing base calculation. Falcon’s facility contains certain restrictive financial covenants which require Falcon to maintain certain levels of working capital, debt, and net worth. Falcon was in compliance with these financial covenants as of December 31, 2022, and the date of these financial statements.

Westrock Coffee International, LLC, through its subsidiary Rwanda Trading Company, maintains two stock and mortgage-backed lending facilities with a local bank in Rwanda: a short-term trade finance facility with a balance of $6.6 million at December 31, 2022 and a long-term note payable with a balance of $1.8 million at December 31, 2022.

Subordinated Related Party Debt

On February 28, 2020, we issued $13.3 million of subordinated debt (the “Subordinated Notes”) to Wooster Capital, LLC (“Wooster”) and Jo Ellen Ford, related parties of the Company through their equity ownership and relation with Joe Ford, the chairman of our board of directors. The Subordinated Notes provided for maturity on the earlier of (i) six months after the Prior Term Loan Facility due in 2025 was paid in full or (ii) 10 years from the date of issuance (February 2030). Interest was payable quarterly at the end of each calendar quarter at a rate of 6% per annum.

Substantially concurrently with the Closing and pursuant to the terms of their respective subscription agreements with the Company, Wooster and Jo Ellen Ford contributed their respective Subordinated Notes to the Company and in exchange for such contribution, the Company issued Common Shares to Wooster and Jo Ellen Ford. The Company issued a total of 1,330,000 Common Shares in exchange for the contribution of the Subordinated Notes, which were subsequently extinguished.

In connection with the Transaction, on July 14, 2022, pursuant to the terms of the subscription agreement entered into between the Company and Wooster, in which Wooster agreed to subscribe for and purchase, and the Company agreed to issue and sell to Wooster, prior to and substantially concurrently with the Closing, an aggregate of 2,150,000 Common Shares at a purchase price of $10.00 per share, for aggregate gross proceeds of $21,500,000 to the Company, Wooster pre-funded $11.7 million of its commitment (the “Wooster Pre-fund”) and in exchange thereof was issued a subordinated convertible note by the Company (the “Convertible Note”). The Convertible Note had a principal amount of $11.7 million, a maturity of one year and an interest rate of 8% per annum which was payable quarterly on the last business day of each quarter. On August 26, 2022, in connection with the Closing, the Convertible Note automatically converted, in accordance with its terms, into 1,170,000 Common Shares.

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

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Series A Preferred Shares

Series A Preferred Shares

12 Months Ended

Dec. 31, 2022

Series A Preferred Shares.

Note 13. Series A Preferred Shares

In connection with the Transaction, the Company issued 23,587,952 Westrock Series A Preferred Shares, which rank senior to the Common Shares with respect to dividend rights and/or distribution rights upon the liquidation, winding up or dissolution, as applicable, of Westrock. Each holder of Westrock Series A Preferred Shares is entitled to vote, on an

as-converted basis, as a single class with the holders of Common Shares and the holders of any other class or series of capital stock of Westrock then entitled to vote with the Common Shares on all matters submitted to a vote of the holders of Common Shares.

The initial liquidation preference of Westrock Series A Preferred Shares is $11.50 per share, plus any declared but unpaid dividends and subject to accretion under certain circumstances. In the event of our liquidation, dissolution or winding up, holders of Westrock Series A Preferred Shares are entitled to receive, per Westrock Series A Preferred Share, the greater of (a) the liquidation preference and (b) the amount such holder would have received had they converted their Westrock Series A Preferred Shares into Common Shares immediately prior to such liquidation event.

Holders of Westrock Series A Preferred Shares may voluntarily convert their Westrock Series A Preferred Shares into a whole number of Common Shares at any time at a rate equal to the quotient of (a) the liquidation preference as of the applicable conversion date, divided by (b) the conversion price as of the applicable conversion date, which is currently $11.50 per Westrock Series A Preferred Share, plus cash in lieu of fractional shares. The initial conversion price of $11.50 per Westrock Series A Preferred Share is subject to customary adjustments for the issuance of Common Shares as a dividend or distribution to the holders of Common Shares, a subdivision or combination of the Common Shares, reclassification of the Common Shares into a greater or lesser number of Common Shares, certain tender or exchange offers for the Common Shares, and issuances of Common Shares below a specified price.

After February 26, 2028 (i.e., the five and a half year anniversary of the Closing), any holder of Westrock Series A Preferred Shares may require Westrock to redeem all or any whole number of such holder’s Westrock Series A Preferred Shares in cash, subject to applicable law and the terms of any credit agreement or similar arrangement pursuant to which a third-party lender provides debt financing to Westrock or its subsidiaries, at a redemption price per share equal to the greater of (a) the liquidation preference and (b) the product of (i) the number of Common Shares that would have been obtained from converting one Westrock Series A Preferred Share on the redemption notice date and (ii) the simple average of the daily volume weighted average price per Common Share for the ten trading days ending on and including the trading day immediately preceding the redemption notice date.

At any time after February 26, 2028 (i.e., the five and a half year anniversary of the date of Closing), Westrock may redeem, ratably, in whole or, from time to time in part, the Westrock Series A Preferred Shares of any holder then outstanding at the redemption price in cash, equal to the greater of (i) the liquidation preference and (ii) the product of (x) the number of Common Shares that would have been obtained from converting one Westrock Series A Preferred Share on the date of the exercise of such call is notified by Westrock (including fractional shares for this purpose) and (y) the simple average of the daily volume weighted average price per Common Share for the ten trading days ending on and including the trading day immediately preceding the date of the exercise of such call by Westrock. The redemption price for the Westrock Series A Preferred Shares held by controlled affiliates of Brown Brothers Harriman & Co. (“BBH Investors”) may not be less than the $18.50 per Westrock Series A Preferred Share (subject to adjustments); provided that, Westrock may redeem such shares in such a case if it pays an incremental price per share on the redemption date to the BBH Investors equal to the difference between $18.50 (subject to adjustments) and the redemption price otherwise.

Upon issuance, the Westrock Series A Preferred Shares were recorded on our Consolidated Balance Sheets at fair value. Subsequently, the Company will accrete changes in the redemption value from the date of issuance to the earliest redemption date (i.e., the five and a half year anniversary of the date of Closing) using the effective interest rate method. The accretion will be recorded as a deemed dividend, which adjusts retained earnings (or in the absence of retained earnings, additional paid-in capital) and earnings attributable to common shareholders in computing basic and diluted earnings per share. However, at no time will the Westrock Series A Preferred Shares be reported at a value less than its initial carrying value. For the year ended December 31, 2022 the Company recorded $1.3 million of accretion with respect to the Westrock Series A Preferred Shares.

Derivatives

12 Months Ended

Dec. 31, 2022

Derivatives

Derivatives

Note 14. Derivatives

We record all derivatives, whether designated in a hedging relationship or not, at fair value on the Consolidated Balance Sheets. We use various types of derivative instruments including, but not limited to, forward contracts, futures contracts, and options contracts for certain commodities. Forward and futures contracts are agreements to buy or sell a quantity of

a commodity at a predetermined future date, and at a predetermined rate or price. Forward contracts are traded over the counter whereas future contracts are traded on an exchange. Option contracts are agreements to facilitate a potential transaction involving the commodity at a preset price and date.

The accounting for gains and losses that result from changes in the fair values of derivative instruments depends on whether the derivatives have been designated and qualify as hedging instruments and the types of hedging relationships. Derivatives can be designated as fair value hedges, cash flow hedges or hedges of net investments in foreign operations. The changes in the fair values of derivatives that have been designated and qualify for fair value hedge accounting are recorded in the same line item in our Consolidated Statements of Operations as the changes in the fair value of the hedged items attributable to the risk being hedged. The changes in fair values of derivatives that have been designated and qualify as cash flow hedges are recorded in AOCI and are reclassified into the line item in the Consolidated Statements of Operations in which the hedged items are recorded in the same period the hedged items affect earnings.

For derivatives that will be accounted for as hedging instruments, we formally designate and document, at inception, the financial instrument as a hedge of a specific underlying exposure, the risk management objective and the strategy for undertaking the hedge transaction. In addition, we formally assess both at the inception and at least quarterly thereafter, whether the financial instruments used in hedging transactions are highly effective at offsetting changes in either the fair values or cash flows of the related underlying exposures.

We use cash flow hedges to minimize the variability in cash flows of assets or liabilities or forecasted transactions caused by fluctuations in commodity prices. The changes in fair values of hedges that are determined to be ineffective are immediately reclassified from AOCI into earnings. We did not discontinue any cash flow hedging relationships during the years ended December 31, 2022, 2021 or 2020.

Within our Beverage Solutions segment, we have entered into coffee futures contracts to hedge our exposure to price fluctuations on green coffee associated with certain price-to-be-fixed purchase contracts, which generally range from three to twelve months in length. These derivative instruments have been designated as cash flow hedges. The objective of this hedging program is to reduce the variability of cash flows associated with future purchases of green coffee.

The notional amount for the coffee futures contracts that were designated and qualified for our commodity cash flow hedging program was 29.2 million pounds and 7.9 million pounds as of December 31, 2022 and 2021, respectively. During the years ended December 31, 2022 and 2021, the Company purchased coffee futures contracts and coffee options contracts under our cash flow hedging program with aggregate notional amount of 98.6 million pounds and 105.5 million pounds, respectively.

Approximately $13.1 million, $7.2 million and $1.7 million of net realized gains, representing the effective portion of the cash-flow hedge, were subsequently reclassified from AOCI to earnings and recognized in cost of sales in the Consolidated Statements of Operations for the years ended December 31, 2022, 2021 and 2020, respectively. As of December 31, 2022, the estimated amount of net gains reported in AOCI that is expected to be reclassified to the Consolidated Statements of Operations within the next twelve months is $12.3 million.

Within our Sustainable Sourcing & Traceability segment, the Company’s forward sales and forward purchase contracts are for physical delivery of green coffee in a future period. While the Company considers these contracts to be effective economic hedges, the Company does not designate or account for forward sales or forward purchase contracts as hedges as defined under current accounting standards. See Note 5 for a description of the treatment of realized and unrealized gains and losses on forward sales and forward purchase contracts.

The fair value of our derivative assets and liabilities included in the Consolidated Balance Sheets are set forth below:


(Thousands)	Balance Sheet Location	December 31, 2022		December 31, 2021
Derivative assets designated as cash flow hedging instruments:
Coffee futures contracts⁽¹⁾	Derivative assets	$	—	$	172
Total		$	—	$	172

Derivative assets not designated as cash flow hedging instruments:
Forward purchase and sales contracts	Derivative assets	$	15,053	$	13,593
Total			15,053		13,593
Total derivative assets		$	15,053	$	13,765

Derivative liabilities designated as cash flow hedging instruments:
Coffee futures contracts⁽¹⁾	Derivative liabilities	$	3,334	$	—
Total		$	3,334	$	—

Derivative liabilities not designated as cash flow hedging instruments:
Forward purchase and sales contracts	Derivative liabilities	$	4,258	$	14,021
Total			4,258		14,021
Total derivative liabilities		$	7,592	$	14,021

1 - The fair value of coffee futures excludes amounts related to margin accounts.

The following table presents the pre-tax net gains and losses for our derivative instruments:


		Year Ended December 31,
(Thousands)	Statement of Operations Location	2022		2021		2020
Derivative assets designated as cash flow hedging instruments:
Net realized gains (losses) on coffee derivatives	Costs of sales	$	13,094	$	7,197	$	1,746

Derivative assets and liabilities not designated as cash flow hedging instruments:
Net unrealized gains (losses) on forward sales and purchase contracts	Costs of sales	$	8,828	$	(4,799)	$	2,176

Fair Value Measurements

12 Months Ended

Dec. 31, 2022

Fair Value Measurements

Fair Value Measurements

Note 15. Fair Value Measurements

ASC 820, Fair Value Measurements, defines fair value at the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. Additionally, the inputs used to measure fair value are prioritized based on a three-level hierarchy. This hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs.

The Company groups its assets and liabilities at fair value in three levels, based on the markets in which the assets and liabilities are traded, and the reliability of the assumptions used to determine fair value. These levels are:

●

Level 1—Valuation is based upon quoted prices for identical instruments traded in active markets.

●

Level 2—Valuation is based upon inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly (i.e. interest rate and yield curves observable at commonly quoted intervals, default rates, etc.). Observable inputs include quoted prices for similar instruments in active and non-active markets. Level 2 includes those financial instruments that are valued with industry standard valuation models that incorporate inputs that are observable in the marketplace throughout the full term of the instrument or can otherwise be derived from or supported by observable market data in the marketplace. Level 2 inputs may also include insignificant adjustments to market observable inputs.

●

Level 3—Valuation is based upon one or more unobservable inputs that are significant in establishing a fair value estimate. These unobservable inputs are used to the extent relevant observable inputs are not available and are developed based on the best information available. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value.

The following table summarizes the fair value of financial instruments at December 31, 2022:


	December 31, 2022
(Thousands)	Level 1		Level 2		Level 3		Total
Assets:
Green coffee associated with forward contracts	$	—	$	39,928	$	—	$	39,928
Forward purchase and sales contracts		—		15,053		—		15,053
Total	$	—	$	54,981	$	—	$	54,981

Liabilities:
Coffee futures contracts	$	3,334	$	—	$	—	$	3,334
Forward purchase and sales contracts		—		4,258		—		4,258
Westrock Public Warrants		27,179		—		—		27,179
Westrock Private Warrants		—		—		28,342		28,342
Total	$	30,513	$	4,258	$	28,342	$	63,113

The following table presents the change in the fair value of Level 3 Westrock Private Warrants liabilities:


	Westrock
(Thousands)	Private Warrants
Fair value as of January 1, 2022	$	—
Assumption of warrants		11,618
Change in fair value		16,724
Fair value as of December 31, 2022	$	28,342

The following table summarizes the fair value of financial instruments at December 31, 2021:


	December 31, 2021
(Thousands)	Level 1		Level 2		Level 3		Total
Assets:
Green coffee associated with forward contracts	$	—	$	47,845	$	—	$	47,845
Coffee futures contracts		172		—		—		172
Forward purchase and sales contracts		—		13,593		—		13,593
Total	$	172	$	61,438	$	—	$	61,610

Liabilities:
Forward purchase and sales contracts	$	—	$	14,021	$	—	$	14,021
Total	$	—	$	14,021	$	—	$	14,021

Coffee futures contracts and coffee options are valued based on quoted market prices. The estimated fair value for green coffee inventories associated with forward contracts and forward sales and purchase contracts are based on exchange-quoted prices, adjusted for differences in origin, quantity, quality, and future delivery period, as the exchange quoted prices represent standardized terms for the commodity. These adjustments are generally determined using broker or dealer quotes or based upon observable market transactions. As a result, green coffee associated with forward contracts and forward sales and purchase contracts are classified within Level 2 of the fair value hierarchy.

Westrock Public Warrants are valued based on their quoted market price of $2.27 per warrant as of December 31, 2022. Westrock Private Warrants price of $3.83 per warrant are valued using a binomial lattice valuation model, which is considered to be a Level 3 fair value measurement. The primary unobservable inputs were as follows:


	December 31, 2022
Stock price	$	13.36
Exercise price		11.50
Expected term (years)		5.00
Expected volatility		7.74%
Risk-free rate of return		3.99%
Dividend yield		0.00%

The most significant of these primary unobservable inputs utilized in determining the fair value of the Westrock Private Warrants is the expected volatility of the stock price, which is determined by use of an option pricing model.

Financial instruments consist primarily of cash, accounts receivable, accounts payable, and long-term debt. The carrying amount of cash, accounts receivable and accounts payable was estimated by management to approximate fair value due to the relatively short period of time to maturity for those instruments. On August 29, 2022, the Company entered into the Credit Agreement, which includes the Term Loan Facility and the Revolving Credit Facility. The Term Loan Facility and the Revolving Credit Facility are carried on the Consolidated Balance Sheets at amortized cost and are estimated by management to approximate fair value as of December 31, 2022. In November 2021, we amended our Prior Term Loan Agreement and our Prior ABL Credit Agreement, which comprised our material long-term debt obligations at December 31, 2021. As there was no re-pricing of those obligations in connection with the amendments, the carrying amount of these obligations was estimated by management to approximate fair value as of December 31, 2021. The Prior Term Loan Facility and the Prior ABL Facility were carried on the Consolidated Balance Sheets at amortized cost. The fair value of the Term Loan Facility, Revolving Credit Facility, Prior Term Loan Facility and the Prior ABL Facility was determined based on Level 2 inputs under the fair value hierarchy

Non-financial assets and liabilities, including property, plant and equipment, goodwill, and intangible assets are measured at fair value on a non-recurring basis. No events occurred during the years ended December 31, 2022 and 2021, requiring these non-financial assets and liabilities to be subsequently recognized at fair value. During the year ended December 31, 2020, we determined that goodwill and certain intangible assets required subsequent recognition at

fair value (see Note 3). The fair value of goodwill and certain intangible assets was determined based on Level 3 inputs under the fair value hierarchy.

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

Equity-Based Compensation

Equity-Based Compensation

12 Months Ended

Dec. 31, 2022

Equity-Based Compensation

Note 16. Equity-Based Compensation

The Company has implemented equity compensation programs, which are designed to attract and retain key employees while also aligning employees’ interests with the interests of our shareholders.

Compensation expense for all equity-based compensation awards is based on the grant date fair value estimate. As equity-based compensation expense recognized is based on awards ultimately expected to vest, such expense is reduced for forfeitures estimated at the date of grant based on our historical experience and future expectations. Income tax benefits related to the tax deductions for share-based awards are recognized only upon settlement of the related share-based awards.

Stock Options

In August 2022, in connection with the Transaction, unit option awards issued under the Company’s 2020 Unit Option Incentive Plan, as amended (the “2020 Plan”), were equitably converted in accordance with the terms of the 2020 Plan and the Transaction Agreement. Each outstanding option to purchase units of Westrock Coffee Holdings, LLC, whether vested or unvested, was converted into an option to purchase Common Shares based on an exchange ratio (the “Exchange Ratio”) defined in the Transaction Agreement. The per unit exercise price of unit options was converted to a per share exercise price based on the Exchange Ratio, and with respect to performance-based options, such options converted into performance-based options to purchase Common Shares that vest once the simple average of the daily volume weighted average price per share of Common Shares for 10 trading days in any consecutive 30-day period is $18.50 per share. These changes were deemed to be Type I modifications under ASC 718, Compensation – Stock Compensation; however, these modifications did not result in any additional compensation expense to be recognized by the Company. As of August 26, 2022, the effective date of the Company’s 2022 Equity Incentive Plan (the “2022 Plan”), no additional awards will be granted under the 2020 Plan.

The fair value of the Westrock common units underlying the options granted under the 2020 Option Plan had been determined by the Westrock board of directors, with input from management and corroboration from contemporaneous, independent third-party valuations. Given the absence of a public trading market for the Westrock common units when the options were granted under the 2020 Option Plan, and in accordance with the American Institute of Certified Public Accountants Accounting and Valuation Guide: Valuation of Privately Held Company Equity Securities Issued as Compensation (the “AICPA Practice Guide”), the Westrock board exercised reasonable judgement and considered a number of objective and subjective factors to determine the best estimate of the fair value of the Westrock common units at each grant date, including obtaining independent third-party valuations.

Independent third-party valuations that we utilized to estimate the fair value of the Westrock common units underlying the unit options under the 2020 Option Plan included a combination of an income approach, based on the present value of estimated future cash flows, and a market approach based on market data of comparable businesses and acquisition multiples paid in recent transactions. The discounted cash flow model reflected our assumptions regarding revenue growth rates, cost structure, economic and market trends, and other expectations around the anticipated operating results of our business. We discounted the estimated cash flows for the entity using rates that represented a market participant’s weighted average cost of capital commensurate with the underlying business operations. The market approach developed an indication of fair value by calculating average market pricing multiples of revenues and EBITDA for selected peer publicly traded companies, as well as multiples for relevant transactions that have taken place. We evaluated the weighting applied to each valuation methodology in the determination of the concluded fair value.

During the year ended December 31, 2022 we granted 0.3 million options to employees. One-half of the options granted vest over four years of continuous service by the employee, and one-half of the options vest once the simple average of the daily volume weighted average price per share of Common Shares for 10 trading days in any consecutive 30-day period is $18.50 per share (“Performance Options”), provided that the recipient is either still working for the Company at the date of such realization event or that the performance goals are achieved within one year following a qualified

termination of the recipient’s employment. All option grants have an exercise price of $9.54 and generally have a ten-year term prior to expiration. The fair value of the option grants is amortized to expense over the vesting period, which is generally four years.

The Company recognizes expense related to the options using graded vesting attribution and recognized approximately $0.6 million, $0.5 million and $0.4 million of expense for the years ended December 31, 2022, 2021 and 2020, respectively, which is included in selling, general and administrative expense on our Consolidated Statements of Operations. The total compensation cost of unvested options, not yet recognized, is approximately $0.3 million, which is to be recognized over the next four years.


		Weighted-Average
	Options	Fair Value		Average Life
Options outstanding at December 31, 2021	3,200,071	$	0.49	8.7 years
Options granted	274,868	$	3.24
Options forfeited	(218,246)	$	0.52
Options exercised	(39,344)	$	0.53
Outstanding at December 31, 2022	3,217,349	$	0.72	7.8 years

Exercisable at December 31, 2022	605,246	$	0.53	7.6 years

The aggregate intrinsic value of outstanding options was $12.3 million at December 31, 2022.

Restricted Stock

On February 28, 2020, the Company granted restricted Common Units to three key executives. In August 2022, in connection with the Transaction, each restricted Common Unit was converted into 0.1049203474320 restricted Common Shares (“RCSs”). Such RCSs carry the same rights and limitations as the Common Shares under the organizational documents of the Company, except that the RCSs are subject to vesting and forfeiture. The RCSs vest in three installments on each anniversary of the grant date. RCS expense is based on the fair value of the common units on the date of grant and is amortized over the vesting period, which is generally three years. The value of the RCSs was calculated using a combination of historic equity and implied asset volatility of 40%, a risk-free rate of 1.14%, and a marketability discount of 30%.

The Company recognized approximately $0.3 million, $0.8 million and $1.2 million in expense for the RCSs in the years ended December 31, 2022, 2021 and 2020, respectively, which is included in selling, general and administrative expense on our Consolidated Statements of Operations. Total compensation expense of unvested RCSs not yet recognized is less than $0.1 million and will be recognized by February 28, 2023.

During the year ended December 31, 2022, 475,032 RCSs vested, resulting in the issuance of approximately 330,000 Common Shares. As of December 31, 2022, 475,032 RCSs remained outstanding.

Restricted Stock Unit Awards

During 2022, the Company granted 1.1 million restricted stock units (“RSUs”) in accordance with the terms of the 2022 Plan. The RSUs had a grant date fair value of $13.1 million, which was calculated using the closing price of the Company’s Common Shares on the applicable date of grant. The RSUs are amortized on a straight-line basis to expense over the vesting period, which is generally three years. The Company recognized approximately $1.7 million in expense for the RSUs in the year ended December 31, 2022, which is included in selling, general and administrative expense on our Consolidated Statements of Operations. As of December 31, 2022, there were 3.4 million shares available for future issuance under the 2022 Plan.


		Average Fair
	RSUs	Market Value
Outstanding at December 31, 2021	—	$	—
Granted	1,145,000	$	11.49
Forfeited	(18,000)	$	11.51
Vested	—	$	—
Outstanding at December 31, 2022	1,127,000	$	11.49

The aggregate intrinsic value of outstanding RSUs was approximately $15.1 million on December 31, 2022.

Accumulated Other Comprehensive Income (Loss)

12 Months Ended

Dec. 31, 2022

Accumulated Other Comprehensive Income (Loss)

Accumulated Other Comprehensive Income (Loss)

Note 17. Accumulated Other Comprehensive Income (Loss)

Comprehensive income (loss) includes all changes in equity during the period, except those resulting from transactions with our shareholders. Comprehensive income (loss) is comprised of net earnings and other comprehensive income (loss). Accumulated other comprehensive income (loss) reported on our consolidated balance sheets consists of foreign currency translation adjustments and other items and the unrealized gains and losses, net of applicable taxes, on derivative instruments that have been designated and qualify as cash flow hedges.

Changes in accumulated other comprehensive income (loss), net of tax by component is as follows for the years ended December 31, 2022, 2021 and 2020:


	Year Ended December 31,
(Thousands)	2022		2021		2020
Cash flow hedge changes in fair value gain (loss):
Balance at beginning of period	$	11,759	$	3,581	$	—
Other comprehensive income (loss) before reclassifications		(10,978)		18,010		6,490
Amounts reclassified from accumulated comprehensive income		(13,094)		(7,197)		(1,746)
Tax effect		5,958		(2,635)		(1,163)
Net other comprehensive income		(6,355)		11,759		3,581
Less: Other comprehensive income attributable to noncontrolling interests		—		—		—
Balance at end of period		(6,355)		11,759		3,581
Foreign currency translation gain
Balance at beginning of period		259		239		—
Other comprehensive income (loss) before reclassifications		(7)		20		239
Amounts reclassified from accumulated comprehensive income		—		—		—
Tax effect		—		—		—
Net other comprehensive income		252		259		239
Less: Other comprehensive income attributable to noncontrolling interests		—		—		—
Balance at end of period		252		259		239
Accumulated other comprehensive income (loss) at end of period	$	(6,103)	$	12,018	$	3,820

Income Taxes

12 Months Ended

Dec. 31, 2022

Income Taxes

Income Taxes

Note 18. Income Taxes

U.S. and international components of income (loss) before income taxes is as follows:


	Year Ended December 31,
(Thousands)	2022		2021		2020
U.S.		(51,607)		(28,573)		(147,196)
International		(3,743)		3,897		786
Loss before income taxes	$	(55,350)	$	(24,676)	$	(146,410)

Income tax expense (benefit) consisted of the following:


	Year Ended December 31,
(Thousands)	2022		2021		2020
Current expense (benefit)
Federal	$	—	$	—	$	—
State		529		179		201
Foreign		1,619		(99)		510
Total current		2,148		80		711
Deferred expense (benefit)
Federal		173		(4,617)		(15,230)
State		81		(901)		(3,003)
Foreign		(2,291)		2,070		(23)
Total deferred		(2,037)		(3,448)		(18,256)

Income tax expense (benefit)	$	111	$	(3,368)	$	(17,545)

A reconciliation of income tax expense (benefit) to the federal statutory rate is as follows:


	Year Ended December 31,
(Thousands)	2022		2021		2020
Income tax expense (benefit) at US statutory income tax rate	$	(11,624)	$	(5,182)	$	(30,746)
State income tax expense (benefit), net of federal benefit		(1,507)		(773)		(2,844)
Foreign rate differential		(15)		(304)		(179)
Change in fair value of warrants		6,232		—		—
Goodwill impairment		—		—		16,624
Global intangible low-taxed income ("GILTI") inclusion		—		1,095		22
Transaction costs		—		260		507
Other permanent differences		323		78		136
Step-up on C Corp conversion		—		—		(1,578)
Change in valuation allowance		7,319		632		513
Provision to return adjustments		(320)		(166)		—
Effect of change in foreign tax rates		(552)		1,181		—
Other		255		(189)		—
Income tax expense (benefit)	$	111	$	(3,368)	$	(17,545)

Effective tax rate		(0.20%)		13.6%		12.0%

Deferred income tax assets and liabilities were recognized on temporary differences between the financial and tax basis of existing assets and liabilities as follows:


(Thousands)	December 31, 2022		December 31, 2021
Deferred tax assets
Liabilities and reserves	$	2,300	$	3,501
Interest limitation		16,256		8,884
Net operating losses		13,483		8,850
Transaction expenses		206		79
Inventories		1,449		—
Stock compensation		794		—
Derivatives		552		—
Operating lease liabilities		2,430		—
Other		269		711
Total		37,739		22,025
Valuation allowance		(8,464)		(1,145)
Total deferred tax assets, net	$	29,275	$	20,880
Deferred tax liabilities
Property, plant and equipment	$	(13,334)	$	(10,581)
Intangible assets		(27,358)		(29,221)
Derivatives		—		(4,451)
Inventories		—		(2,035)
Right-of-use assets		(2,403)		—
Other		(535)		(107)
Total		(43,630)		(46,395)
Net deferred tax liability	$	(14,355)	$	(25,515)

We establish a valuation allowance to reduce deferred tax assets if, based on the weight of the available evidence, both positive and negative, for each respective tax jurisdiction, it is more likely than not that some portion or all of the deferred tax assets will not be realized. A valuation allowance related to domestic deferred tax assets of $6.9 million was recorded, of which $5.5 million was against a portion of the Company’s Section 163(j) interest limitation carryforward, and the remainder was against certain state net operating losses as of December 31, 2022. There was no such valuation allowance against domestic deferred tax assets as of December 31, 2021. A valuation allowance related to foreign deferred tax assets of $1.6 million and $1.1 million was recorded against certain foreign net operating losses as of December 31, 2022 and 2021, respectively. The amount of deferred tax assets considered realizable could be adjusted in the near term, resulting in an increase to the valuation allowance, if estimates of future taxable income during the carryforward period are reduced.

Activity in the valuation allowance is as follows:


(Thousands)	December 31, 2022		December 31, 2021
Beginning balance	$	1,145	$	513
Additions		7,319		632
Ending Balance	$	8,464	$	1,145

As of December 31, 2022, the Company had federal net operating loss carryforwards of approximately $42.9 million which do not expire. As of December 31, 2022, the Company had post-apportionment state net operating loss carryforwards of approximately $38.5 million which begin to expire in 2031. As of December 31, 2022, the Company had foreign net operating loss carryforwards of approximately $5.9 million which begin to expire in 2026.

As of December 31, 2022 and 2021, the Company’s reserve for uncertain tax positions was $0.1 million and includes potential interest and penalties, which are recorded as a component of income tax expense (benefit). The Company does not expect any significant changes to unrecognized tax benefits within the next twelve months.

As a result of the U.S. Tax Cuts and Jobs Act of 2017, or the Tax Act, our accumulated foreign earnings have been subjected to U.S. tax. Moreover, all future foreign earnings will be subject to a new territorial tax system and dividends received deduction regime in the U.S. As of December 31, 2022, undistributed earnings of certain foreign subsidiaries of approximately $8.9 million are intended to be permanently reinvested outside the U.S. Accordingly, no provision for foreign withholding tax or state income taxes associated with a distribution of these earnings has been made. Determination of the amount of the unrecognized deferred tax liability on these unremitted earnings is not practicable.

We are subject to taxation in the United States and various states and foreign jurisdictions, including the United Kingdom. As of December 31, 2022, we have no tax years under examination by the IRS, and there are currently no state or foreign income tax examinations in process. The Company is subject to United States federal income tax examinations for years after 2018 and to state and foreign income tax examinations for years after 2017.

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Earnings per Share

12 Months Ended

Dec. 31, 2022

Earnings per Share

Earnings per Share

Note 19. Earnings per Share

Prior to the Conversion, the Company’s ownership interests consisted of two classes of equity units, referred to as Common Units and Common Equivalent Preferred Units (“CEP Units”), which have been retroactively adjusted as shares reflecting the conversion ratios discussed in Note 4.

Prior to the Conversion, the dilutive effect of CEP Units was calculated by using the “if-converted” method. This assumed an add-back of dividends on the CEP Units to net income attributable to shareholders as if the securities were converted to common shares at the beginning of the reporting period (or at the time of issuance, if later), and the resulting common shares were included in the number of weighted-average units outstanding.

The dilutive effect of Westrock Series A Preferred Shares is calculated using the if-converted method, which assumes that add-back any accretion on preferred shares to net income attributable to shareholders as if the securities were converted to common shares at the beginning of the reporting period (or at the time of issuance, if later), and the resulting common shares were included in the number of weighted-average units outstanding.

The dilutive effect of time-based option awards and RSUs is calculated using the treasury stock method, while performance-based awards are treated as contingently issuable.

The following potentially dilutive securities were excluded from the computation of diluted shares because their inclusion would have an anti-dilutive effect due to our reported loss.


	Year Ended December 31,
(Thousands)	2022		2021		2020
Warrants		19,373		—		—
Restricted stock		1,602		950		1,425
Options		3,217		3,200		2,531
If-converted securities		23,588		25,092		23,308

The following table sets forth the computation of basic and diluted earnings per share under the two-class method.


	Year Ended December 31,
(Thousands, except per share data)	2022		2021		2020
Diluted Earnings per Common Share
Numerator:
Net loss attributable to common shareholders - basic	$	(77,633)	$	(46,155)	$	(147,684)
Effect of non-participating securities		—		—		—
Net loss attributable to common shareholders - diluted	$	(77,633)	$	(46,155)	$	(147,684)
Denominator:
Weighted-average common shares outstanding - basic		48,444		34,472		34,202
Impact of if-converted securities		—		—		—
Effect of other dilutive securities		—		—		—
Weighted-average common shares outstanding - diluted		48,444		34,472		34,202

Dilutive loss per common share	$	(1.60)	$	(1.34)	$	(4.32)

Segment Information

12 Months Ended

Dec. 31, 2022

Segment Information

Segment Information

Note 20. Segment Information

Our two operating segments are evaluated using Adjusted EBITDA as a segment operating metric. Management evaluates the performance of each segment using Adjusted EBITDA, which is a segment performance measure we define as net income determined in accordance with GAAP, before interest expense, provision for income taxes, depreciation and amortization, equity-based compensation expense and the impact, which may be recurring in nature, of acquisition, transaction and integrations costs, including management services and consulting agreements entered into in connection with the acquisition of S&D, impairment charges, changes in the fair value of warrant liabilities, non-cash mark-to-market adjustments, certain costs specifically excluded from the calculation of EBITDA under our material debt agreements, such as facility start-up costs, and other similar or infrequent items (although we may not have had such charges in the periods presented).

Selected financial data related to our segments is presented below:


	Year Ended December 31, 2022
			Sustainable				Total of
	Beverage		Sourcing &		Intersegment		Reportable
(Thousands)	Solutions		Traceability		Revenues		Segments
Net sales	$	685,303	$	207,579	$	(25,010)	$	867,872

Adjusted EBITDA		53,951		6,102		n/a		60,053
Less:
Interest expense, net								35,497
Income tax expense								111
Depreciation and amortization								24,210
Acquisition, restructuring and integration expense								13,169
Change in fair value of warrants								29,675
Management and consulting fees (S&D acquisition)								3,868
Equity-based compensation								2,631
Mark-to-market adjustments								3,502
Loss (gain) on disposal of property, plant and equipment								935
Other								1,916
Net loss							$	(55,461)

Capital expenditures	$	63,158	$	103		n/a	$	63,261
Total assets		658,814		87,399		n/a		746,213


	Year Ended December 31, 2021
			Sustainable				Total of
	Beverage		Sourcing &		Intersegment		Reportable
(Thousands)	Solutions		Traceability		Revenues		Segments
Net sales	$	551,013	$	170,035	$	(22,904)	$	698,144

Adjusted EBITDA		41,468		5,706		n/a		47,174
Less:
Interest expense, net								32,549
Income tax benefit								(3,368)
Depreciation and amortization								25,501
Acquisition, restructuring and integration expense								8,835
Management and consulting fees (S&D acquisition)								6,382
Equity-based compensation								1,223
Mark-to-market adjustments								(3,585)
Loss (gain) on disposal of property, plant and equipment								243
Other								702
Net loss							$	(21,308)

Capital expenditures	$	24,501	$	614		n/a	$	25,115
Total assets		510,751		82,269		n/a		593,020


	Year Ended December 31, 2020
			Sustainable				Total of
	Beverage		Sourcing &		Intersegment		Reportable
(Thousands)	Solutions		Traceability		Revenues		Segments
Net sales	$	424,906	$	150,577	$	(24,637)	$	550,846

Adjusted EBITDA		28,802		4,793		n/a		33,595
Less:
Interest expense, net								25,229
Income tax benefit								(17,545)
Depreciation and amortization								23,838
Acquisition, restructuring and integration expense								22,355
Management and consulting fees (S&D acquisition)								5,317
Equity-based compensation								1,553
Impairment charges								82,083
Inventory write-offs								5,432
Mark-to-market adjustments								(217)
Loss (gain) on disposal of property, plant and equipment								7,750
Other								6,665
Net loss							$	(128,865)

Capital expenditures	$	18,944	$	528		n/a	$	19,472
Total assets		488,577		59,563		n/a		548,140

Approximately 100% of our long-lived assets were located in the United States as of December 31, 2022.

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Commitments and Contingencies

Commitments and Contingencies

12 Months Ended

Dec. 31, 2022

Commitments and Contingencies.

Note 21. Commitments and Contingencies

We are subject to various claims and legal proceedings with respect to matters such as governmental regulations, and other actions arising out of the normal course of business. Management believes that the resolution of these matters will not have a material adverse effect on our financial position, results of operations, or cash flow.

We have future purchase obligations of $184.2 million as of December 31, 2022 that consist of commitments for the purchase of inventory over the next 12 months. These obligations represent the minimum contractual obligations expected under the normal course of business.

In addition, at December 31, 2022 we had an obligation to repurchase $14.6 million of inventory associated with repurchase agreements in which the Company’s Sustainable Sourcing & Traceability segment has sold inventory to a third party and from whom the Company’s Beverage Solutions segment has an obligation to repurchase. The liability for these obligations is recorded within accrued expenses and other current liabilities on the Company’s Consolidated Balance Sheet.

Related Party Transactions

12 Months Ended

Dec. 31, 2022

Related Party Transactions

Related Party Transactions

Note 22. Related Party Transactions

The company transacts with certain entities or persons that have ownership in the Company, and/or for which our co-founder and Chief Executive Officer Scott Ford, our co-founder and Chairman, Joe Ford, or close family members of the Fords, have ownership interests in. As such, these persons and entities are deemed related parties.

In connection with the acquisition of S&D on February 28, 2020, certain affiliates of BBH were issued CEP Units, at which time BBH became a related party.

The consolidated financial statements reflect the following transactions with related parties:


(Thousands)	December 31, 2022		December 31, 2021
Short-term related party debt:
Brown Brothers Harriman⁽¹⁾	$	—	$	34,199

Subordinated related party debt:
Wooster Capital⁽²⁾		—		9,800
Jo Ellen Ford⁽¹⁾		—		3,500
		—		—
Total	$	—	$	13,300


	Year Ended December 31,
(Thousands)	2022		2021		2020
Interest expense, net:
Brown Brothers Harriman⁽¹⁾	$	541	$	1,393	$	1,509
Wooster Capital⁽²⁾		503		599		498
Jo Ellen Ford⁽¹⁾		139		214		178
Westrock Finance, LLC⁽²⁾		—		423		460
Total	$	1,183	$	2,629	$	2,645

1 – Related through common ownership.

2 – Related through common ownership and management.

In connection with the acquisition of S&D in February 2020, the Company entered into a Management Services Agreement with Westrock Group, LLC (“Westrock Group”), which expired February 2023. Under the terms of the agreement, Westrock Group will be paid $10.0 million in return for financial, managerial, operational, and strategic services. The associated expense is recorded within selling, general and administrative expense in our Consolidated Statements of Operations. During each year ended December 31, 2022, 2021 and 2020, the Company recognized $3.3 million, $3.3 million and $2.8 million, respectively, of such expenses. In addition, the Company reimburses Westrock Group for the usage of a corporate aircraft, and its portion of shared office space. For the years ended December 31, 2022, 2021 and 2020, the Company incurred expenses of $0.9 million, $0.8 million and $1.5 million, respectively, for such items, which are recorded in selling, general and administrative expenses on our Consolidated Statements of Operations. At December 31, 2022, we had no amounts payable to Westrock Group.

Subsequent Events

12 Months Ended

Dec. 31, 2022

Subsequent Events

Subsequent Events

Note 23. Subsequent Events

On February 14, 2023, the Company entered into an Incremental Assumption Agreement and Amendment No. 1 (the “Amendment”) to its Credit Agreement, which establishes a new class of incremental term loan commitments in the form of a senior secured delayed draw term loan credit facility (the “Delayed Draw Term Loan Facility”) in the aggregate principal amount of $50.0 million, proceeds of which may be used to fund capital expenditures related to our extract and ready-to-drink facility in Conway, Arkansas, or for general corporate purposes.

The interest rates under the Delayed Draw Term Loan Facility are the same as the interest rates with respect to the initial term loans under the existing Term Loan Facility, and the commitment fees applying to the unused portion of the Delayed Draw Term Loan Facility are the same as the commitment fees with respect to the Revolving Credit Facility. Any delayed draw term loan funded under the Delayed Draw Term Loan Facility will mature on August 29, 2027. As of the date of this Annual Report on Form 10-K, no borrowings have been made under the Delayed Draw Term Loan Facility.

On February 28, 2023, the Company completed the acquisition of Bixby Roasting Co. (“Bixby”), a specialty-grade roaster that is a leader in the emerging influencer-led brand space. The acquisition allows Westrock to continue to expand its product marketing and development resources as it capitalizes on shifting consumer consumption trends. The acquisiton includes Bixby’s roasting facility in Los Angeles, California. Aggregate consideration paid for Bixby

included 39,778 shares of common stock of the Company, par value $0.01 per share, and approximately $2.2 million in cash, subject to customary adjustments.

Due to the timing of the acquisition, the initial accounting for the acquisition is incomplete. As such, we are not able to disclose certain information relating to the acquisition, including the preliminary fair value of assets acquired and liabilities assumed.

On March 21, 2023, the Company entered into a $70 million working capital trade finance facility with multiple financial institutions through its subsidiary, Falcon. The facility replaces Falcon’s existing working capital trade finance facility. The new facility is uncommitted and repayable on demand, with certain of Falcon’s assets pledged as collateral against the facility. The new facility will mature one year from inception. Borrowings under the new facility will bear interest at the borrower’s option at a rate equal to i) Term SOFR plus a margin of 4.00% plus a liquidity premium set by the lender at the time of borrowing or ii) the Base Rate (determined by reference to the greatest of i) the Prime Rate at such time, ii) ½ of 1% in excess of the Federal Funds Effective Rate at such time, and iii) Term SOFR for a one-month tenor in effect at such time plus 1%.

SCHEDULE I - PARENT COMPANY ONLY

12 Months Ended

Dec. 31, 2022

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, 2022		December 31, 2021
ASSETS
Cash and cash equivalents	$	77	$	1,020
Related party receivables		2,000		1,701
Total current assets		2,077		2,721

Deferred income taxes		1,032		—
Investment in consolidated subsidiaries		336,753		100,416
Total Assets	$	339,862	$	103,137

LIABILITIES, CONVERTIBLE PREFERRED SHARES, REDEEMABLE UNITS, AND SHAREHOLDERS' EQUITY (DEFICIT)
Accrued expenses and other current liabilities	$	38	$	—
Related party receivables		98		—
Total current liabilities		136		—

Warrant liabilities		55,521		—
Total liabilities		55,657		—

Series A Convertible Preferred Shares, $0.01 par value, 24,000 shares authorized, 23,588 shares issued and outstanding, $11.50 liquidation value		274,936		—
Series A Redeemable Common Equivalent Preferred Units: $0.00 par value, 222,150 units authorized, no units and 222,150 units issued and outstanding at December 31, 2022 and December 31, 2021, respectively		—		264,729
Series B Redeemable Common Equivalent Preferred Units: $0.00 par value, 17,000 units authorized, no units and 17,000 units issued and outstanding at December 31, 2022 and December 31, 2021, respectively		—		17,142

Shareholders' Equity (Deficit) ⁽¹⁾
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, 75,020 shares issued and outstanding at December 31, 2022; $0.00 par value, 39,389 shares authorized, 34,523 shares issued and outstanding at December 31, 2021		750		345
Additional paid-in-capital		342,664		60,628
Accumulated deficit		(328,042)		(251,725)
Accumulated other comprehensive income (loss)		(6,103)		12,018
Total shareholders' equity (deficit)		9,269		(178,734)

Total Liabilities, Convertible Preferred Shares, Redeemable Units and Shareholders' Equity (Deficit)	$	339,862	$	103,137

(1) Retroactively adjusted for de-SPAC merger transaction as described in Note 4 to the consolidated financial statements.

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)	2022		2021		2020
Change in fair value of warrant liabilities	$	(29,675)	$	—	$	—
Earnings (loss) from consolidated subsidiaries		(23,364)		(21,947)		(129,171)
Loss before income taxes		(53,039)		(21,947)		(129,171)
Income tax expense (benefit)		2,146		—		—
Net loss attributable to shareholders		(55,185)		(21,947)		(129,171)
Comprehensive loss attributable to common shareholders	$	(95,754)	$	(37,957)	$	(143,864)

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)	2022		2021		2020
Cash flows from operating activities:
Net cash used in operating activities	$	(14,950)	$	(22,425)	$	(127,618)
Cash flows from financing activities:
Proceeds from related party debt		11,700		—		—
Proceeds from issuance of common equivalent preferred units		—		17,000		222,150
Proceeds from de-SPAC merger and PIPE financing		255,737		—		—
Payment of common equity issuance costs		(23,998)		—		—
Payment of preferred equity issuance costs		(1,250)		—		—
Common equivalent preferred dividends		(4,380)		—		—
Payment of taxes for net share settlement of equity awards		(477)		—		—
Proceeds from exercise of stock options		375		(162)		—
Intercompany transactions, net		(223,700)		6,607		(94,532)
Net cash provided by financing activities		14,007		23,445		127,618
Net increase (decrease) in cash and cash equivalents and restricted cash		(943)		1,020		—
Cash and cash equivalents and restricted cash at beginning of period		1,020		—		—
Cash and cash equivalents and restricted cash at end of period	$	77	$	1,020	$	—

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.

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2022

Change in Accounting Principle

Use of Estimates

Liquidity

Goodwill amortization previously recognized in selling, general and administrative expenses and the recognition of a

goodwill impairment charge of $76.9 million, the net of which resulted in a $62.2 million and $63.2 million increase to loss before income taxes and net loss, respectively.

Cash and Cash Equivalents

Restricted Cash

The total cash and cash equivalents and restricted cash is as follows:


(Thousands)	December 31, 2022		December 31, 2021
Cash and cash equivalents	$	16,838	$	19,344
Restricted cash		9,567		3,526
Total	$	26,405	$	22,870

Accounts Receivable and Allowance for Credit Losses

Activity in the allowance for credit losses was as follows:


	Year Ended December 31,
(Thousands)	2022		2021
Balance at beginning of period	$	3,749	$	3,977
Charged to selling, general and administrative expense		1,790		439
Write-offs		(2,516)		(667)
Total	$	3,023	$	3,749

Inventories

Property, Plant and Equipment

Goodwill and Indefinite Lived Intangible Assets

impairment charge of $5.2 million for the year ended December 31, 2020, which is recognized in impairment charges in the Consolidated Statements of Operations.

Impairment of Property, Plant and Equipment

Sales Incentives

Costs of Sales

Selling, General and Administrative Expense

Shipping and Handling Costs

Equity-Based Compensation

We have determined that our equity-based awards qualify as equity classified awards, and are measured based on the fair value of the award on the date of the grant. See Note 16.

Foreign Currency Translation

Income Taxes

Business Combinations

Noncontrolling Interest

The Company has an 85% ownership interest in Falcon Coffees Limited, which operates our trading business and is reported within our Sustainable Sourcing & Traceability segment. Equity interests not owned by us are reflected as noncontrolling interests. In the Consolidated Statements of Operations, we allocate net income (loss) attributable to non-controlling interest to arrive at net income (loss) attributable to common shareholders based on their proportionate share.

Acquisition, Restructuring and Integration Expense

Restructuring Plans

Recently issued accounting pronouncements

Recently adopted accounting pronouncements

Update ASU 2016-02 – Leases (Topic 842) and Update ASU 2018-10 – Codification Improvements to Topic 842, Leases

Key estimates and judgements include the following:

(i)

(ii)

Recently issued accounting pronouncements

Update ASU 2021-08 – Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers

Update ASU 2022-04 - Liabilities—Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2022

Schedule of cash and cash equivalents and restricted cash presented on the Consolidated Statements of Cash flows


(Thousands)	December 31, 2022		December 31, 2021
Cash and cash equivalents	$	16,838	$	19,344
Restricted cash		9,567		3,526
Total	$	26,405	$	22,870

Schedule of activity in allowance of credit losses


	Year Ended December 31,
(Thousands)	2022		2021
Balance at beginning of period	$	3,749	$	3,977
Charged to selling, general and administrative expense		1,790		439
Write-offs		(2,516)		(667)
Total	$	3,023	$	3,749

Revenue (Tables)

12 Months Ended

Dec. 31, 2022

Revenue

Schedule of disaggregation of revenues by product type and geographic area


	Year Ended December 31,
(Thousands)	2022		2021		2020
Coffee & tea	$	569,464	$	445,466	$	344,919
Flavors, extracts & ingredients		112,155		98,850		72,460
Other		3,684		6,697		7,527
Green coffee		182,569		147,131		125,940
Net sales	$	867,872	$	698,144	$	550,846


	Year Ended December 31,
(Thousands)	2022		2021		2020
United States	$	719,437	$	583,011	$	445,210
All other countries		148,435		115,133		105,636
Net sales	$	867,872	$	698,144	$	550,846

Acquisitions (Tables)

12 Months Ended

Dec. 31, 2022

Kohana Coffee, LLC

Business Acquisition [Line Items]

Summary of total consideration


(Thousands)
Cash consideration	$	15,682
Fair value of stock consideration		23,435
Total Consideration	$	39,117

Summary the purchase price allocation of the assets acquired, and liabilities assumed


(Thousands)	Acquired Value
Cash and cash equivalents	$	797
Accounts receivable		881
Inventory		2,306
Property, plant and equipment		8,387
Goodwill		16,946
Intangible assets		11,638
Accounts payable and accrued liabilities		(1,838)
Total	$	39,117

Summary components of identified intangible assets


	Estimated Fair		Estimated Useful
(Thousands)	Market Value		Life
Customer relationships	$	11,148		10 years
Favorable lease asset		490		2.5 years
Total	$	11,638

Summary of proforma results


	Year Ended		Year Ended
(Thousands, except per share amounts)	December 31, 2022		December 31, 2021
Revenue	$	884,228		716,849
Net loss attributable to common shareholders		(84,651)		(44,353)

S&D Acquisition

Business Acquisition [Line Items]

Summary of total consideration


(Thousands)
Cash paid to Cott Corporation	$	397,878
Cash paid on behalf of sellers for seller's transaction expenses		5,241
Post-close working capital adjustments		(1,500)
Total Consideration	$	401,619

Summary the purchase price allocation of the assets acquired, and liabilities assumed


(Thousands)	Acquired Value
Cash and cash equivalents	$	8,282
Accounts receivable		57,818
Inventory		67,297
Prepaid expenses and other current assets		1,810
Property, plant and equipment		92,369
Goodwill		159,320
Intangible assets		142,920
Other assets		3,319
Accounts payable and accrued liabilities		(87,216)
Long-term debt		(147)
Deferred tax liabilities		(42,168)
Other long-term liabilities		(1,985)
Total	$	401,619

Summary components of identified intangible assets


	Estimated Fair		Estimated Useful
(Thousands)	Market Value		Life
Customer relationships	$	137,500		20 years
Trademark		5,200		Indefinite
Favorable lease asset		220		5 years
Total	$	142,920

Summary of proforma results


	Year Ended
(Thousands, except per share amounts)	December 31, 2020
Revenue	$	647,935
Net loss attributable to common shareholders		(138,896)

Inventories (Tables)

12 Months Ended

Dec. 31, 2022

Inventories

Schedule of inventories


(Thousands)	December 31, 2022		December 31, 2021
Raw materials	$	66,925	$	45,079
Finished goods		21,232		14,895
Green coffee		57,679		49,192
Total inventories	$	145,836	$	109,166

Property, Plant and Equipment, Net (Tables)

12 Months Ended

Dec. 31, 2022

Property, Plant and Equipment, Net.

Schedule of Property, Plant and Equipment, Net


(Thousands)	Depreciable Lives	December 31, 2022		December 31, 2021
Land		$	9,052	$	9,150
Buildings	10-40 years		44,425		43,895
Leasehold improvements⁽¹⁾			1,651		613
Plant equipment	3-15 years		107,885		88,155
Vehicles and transportation equipment	3-5 years		700		876
IT systems	3-7 years		3,053		2,453
Furniture and fixtures	3-10 years		3,529		2,746
Customer beverage equipment⁽²⁾	3-5 years		21,930		24,341
Lease right-of-use assets⁽³⁾			36		—
Construction in progress and equipment deposits			59,947		8,025
			252,208		180,254
Less: accumulated depreciation			(67,002)		(52,641)
Property, plant and equipment, net		$	185,206	$	127,613

1 - Leasehold improvements are amortized over the shorter of their estimated useful lives or the related lease life.

2 - Customer beverage equipment consists of brewers held on site at customer locations.

3 - Lease right-of-use assets are amortized over the shorter of the useful life of the asset or the lease term.

Leases (Tables)

12 Months Ended

Dec. 31, 2022

Leases

Summary of amount of right-of-use lease assets and lease liabilities


(Thousands)	Balance Sheet Location	December 31, 2022
Right-of-use operating lease assets	Other long-term assets	$	11,090
Operating lease liabilities - current	Accrued expenses and other current liabilities		2,832
Operating lease liabilities - noncurrent	Other long-term liabilities		8,424

Schedule of components of lease costs


	Year Ended
(Thousands)	December 31, 2022
Operating lease cost	$	907
Short-term lease cost		235
Total	$	1,142

The following table presents information about the Company’s weighted average discount rate and remaining lease term:


	December 31, 2022
Weighted-average discount rate		8.4%
Weighted-average remaining lease term		4.6 years

Supplemental cash flow information about the Company’s leases is as follows:


	Year Ended
(Thousands)	December 31, 2022
Operating cash flows from operating leases	$	891

Schedule of future minimum lease payments under non-cancellable operating leases

Future minimum lease payments under non-cancellable operating leases as of December 31, 2022 are as follows:


(Thousands)
2023	$	3,713
2024		3,264
2025		2,130
2026		1,435
2027		1,385
Thereafter		1,740
Total future minimum lease payments		13,667
Less: imputed interest		(2,411)
Present value of minimum lease payments	$	11,256

Schedule of maturities of lease obligations


(Thousands)
2022	$	4,334
2023		4,332
2024		4,174
2025		3,286
2026		2,377
Thereafter		4,373
Total	$	22,876

Goodwill (Tables)

12 Months Ended

Dec. 31, 2022

Goodwill.

Schedule of changes in carrying amount of goodwill


	Beverage
(Thousands)	Solutions		Total
Balance at December 31, 2019
Goodwill	$	14,616	$	14,616
Changes during the period:
Acquisitions		159,320		159,320
Impairments		(76,883)		(76,883)
		97,053		97,053
Balance at December 31, 2020
Goodwill	$	173,936	$	173,936
Accumulated impairment loss		(76,883)		(76,883)
		97,053		97,053
Balance at December 31, 2021
Goodwill	$	173,936	$	173,936
Accumulated impairment loss		(76,883)		(76,883)
		97,053		97,053
Changes during the period:
Acquisitions		16,946		16,946
		16,946		16,946
Balance at December 31, 2022
Goodwill	$	190,882	$	190,882
Accumulated impairment loss		(76,883)		(76,883)
	$	113,999	$	113,999

Tabular disclosure of goodwill by reportable segment and in total which includes a rollforward schedule.

Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (h)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (g)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (e)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
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-Section 50
-Paragraph 1A
-URI https://asc.fasb.org/extlink&oid=121556970&loc=SL108378252-109267

Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
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-Paragraph 1
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-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
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-Section 50
-Paragraph 1
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-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 10: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
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-Section 50
-Paragraph 2
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-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13854-109267

Reference 11: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
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-Section 55
-Paragraph 24
-URI https://asc.fasb.org/extlink&oid=122137925&loc=d3e14258-109268

Reference 12: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Schedule of intangible assets

Intangible Assets, Net (Tables)

12 Months Ended

Dec. 31, 2022

Intangible Assets, Net


	December 31, 2022
			Accumulated
(Thousands)	Cost		Amortization		Net
Customer relationships	$	148,648	$	(18,778)	$	129,870
Favorable lease asset		710		(140)		570
Software		919		(473)		446
Intangible assets, net	$	150,277	$	(19,391)	$	130,886


	December 31, 2021
			Accumulated
(Thousands)	Cost		Amortization		Net
Customer relationships	$	137,500	$	(12,091)	$	125,409
Favorable lease asset		220		(79)		141
Software		758		(394)		364
Intangible assets, net	$	138,478	$	(12,564)	$	125,914

Schedule of estimated amortization expense for intangible assets


(Thousands)
2023	$	7,588
2024		7,465
2025		7,287
2026		7,194
2027		7,194
Thereafter		94,158
Total	$	130,886

Debt (Tables)

12 Months Ended

Dec. 31, 2022

Debt

Summary of long-term debt


(Thousands)	December 31, 2022		December 31, 2021
Term loan facility	$	175,000	$	—
Prior term loan facility		—		235,668
Prior ABL facility		—		51,890
International trade finance lines		42,905		4,510
International notes payable		1,750		3,126
Other loans		25		25
Total debt		219,680		295,219
Unamortized debt costs		(2,769)		(4,910)
Current maturities of long-term debt		(11,504)		(8,735)
Short-term debt		(42,905)		(4,510)
Long-term debt, net	$	162,502	$	277,064

Schedule of debt payments required in each of the next five years


(Thousands)
2023	$	11,504
2024		9,367
2025		10,244
2026		14,408
2027		131,252
Thereafter		—
Total	$	176,775

Derivatives (Tables)

12 Months Ended

Dec. 31, 2022

Derivatives

Schedule of fair value of derivative assets and liabilities


(Thousands)	Balance Sheet Location	December 31, 2022		December 31, 2021
Derivative assets designated as cash flow hedging instruments:
Coffee futures contracts⁽¹⁾	Derivative assets	$	—	$	172
Total		$	—	$	172

Derivative assets not designated as cash flow hedging instruments:
Forward purchase and sales contracts	Derivative assets	$	15,053	$	13,593
Total			15,053		13,593
Total derivative assets		$	15,053	$	13,765

Derivative liabilities designated as cash flow hedging instruments:
Coffee futures contracts⁽¹⁾	Derivative liabilities	$	3,334	$	—
Total		$	3,334	$	—

Derivative liabilities not designated as cash flow hedging instruments:
Forward purchase and sales contracts	Derivative liabilities	$	4,258	$	14,021
Total			4,258		14,021
Total derivative liabilities		$	7,592	$	14,021

1 - The fair value of coffee futures excludes amounts related to margin accounts.

Schedule of pre-tax net gains and losses for derivative instruments


		Year Ended December 31,
(Thousands)	Statement of Operations Location	2022		2021		2020
Derivative assets designated as cash flow hedging instruments:
Net realized gains (losses) on coffee derivatives	Costs of sales	$	13,094	$	7,197	$	1,746

Derivative assets and liabilities not designated as cash flow hedging instruments:
Net unrealized gains (losses) on forward sales and purchase contracts	Costs of sales	$	8,828	$	(4,799)	$	2,176

Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2022

Fair Value Measurements

Summary of the fair value of financial instruments


	December 31, 2022
(Thousands)	Level 1		Level 2		Level 3		Total
Assets:
Green coffee associated with forward contracts	$	—	$	39,928	$	—	$	39,928
Forward purchase and sales contracts		—		15,053		—		15,053
Total	$	—	$	54,981	$	—	$	54,981

Liabilities:
Coffee futures contracts	$	3,334	$	—	$	—	$	3,334
Forward purchase and sales contracts		—		4,258		—		4,258
Westrock Public Warrants		27,179		—		—		27,179
Westrock Private Warrants		—		—		28,342		28,342
Total	$	30,513	$	4,258	$	28,342	$	63,113


	December 31, 2021
(Thousands)	Level 1		Level 2		Level 3		Total
Assets:
Green coffee associated with forward contracts	$	—	$	47,845	$	—	$	47,845
Coffee futures contracts		172		—		—		172
Forward purchase and sales contracts		—		13,593		—		13,593
Total	$	172	$	61,438	$	—	$	61,610

Liabilities:
Forward purchase and sales contracts	$	—	$	14,021	$	—	$	14,021
Total	$	—	$	14,021	$	—	$	14,021

Schedule of change in fair value


	Westrock
(Thousands)	Private Warrants
Fair value as of January 1, 2022	$	—
Assumption of warrants		11,618
Change in fair value		16,724
Fair value as of December 31, 2022	$	28,342

Schedule of unobservable inputs


	December 31, 2022
Stock price	$	13.36
Exercise price		11.50
Expected term (years)		5.00
Expected volatility		7.74%
Risk-free rate of return		3.99%
Dividend yield		0.00%

Tabular disclosure of financial instruments measured at fair value, including those classified in shareholders' equity measured on a recurring or nonrecurring basis. Disclosures include, but are not limited to, fair value measurements recorded and the reasons for the measurements, level within the fair value hierarchy in which the fair value measurements are categorized and transfers between levels 1 and 2. Nonrecurring fair value measurements are those that are required or permitted in the statement of financial position in particular circumstances.

Schedule of unit option activity

Equity-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2022

Equity-Based Compensation


		Weighted-Average
	Options	Fair Value		Average Life
Options outstanding at December 31, 2021	3,200,071	$	0.49	8.7 years
Options granted	274,868	$	3.24
Options forfeited	(218,246)	$	0.52
Options exercised	(39,344)	$	0.53
Outstanding at December 31, 2022	3,217,349	$	0.72	7.8 years

Exercisable at December 31, 2022	605,246	$	0.53	7.6 years

Schedule of restricted unit option activity


		Average Fair
	RSUs	Market Value
Outstanding at December 31, 2021	—	$	—
Granted	1,145,000	$	11.49
Forfeited	(18,000)	$	11.51
Vested	—	$	—
Outstanding at December 31, 2022	1,127,000	$	11.49

Accumulated Other Comprehensive Income (Loss) (Tables)

12 Months Ended

Dec. 31, 2022

Accumulated Other Comprehensive Income (Loss)

Schedule of changes in accumulated other comprehensive (loss) income, net of tax


	Year Ended December 31,
(Thousands)	2022		2021		2020
Cash flow hedge changes in fair value gain (loss):
Balance at beginning of period	$	11,759	$	3,581	$	—
Other comprehensive income (loss) before reclassifications		(10,978)		18,010		6,490
Amounts reclassified from accumulated comprehensive income		(13,094)		(7,197)		(1,746)
Tax effect		5,958		(2,635)		(1,163)
Net other comprehensive income		(6,355)		11,759		3,581
Less: Other comprehensive income attributable to noncontrolling interests		—		—		—
Balance at end of period		(6,355)		11,759		3,581
Foreign currency translation gain
Balance at beginning of period		259		239		—
Other comprehensive income (loss) before reclassifications		(7)		20		239
Amounts reclassified from accumulated comprehensive income		—		—		—
Tax effect		—		—		—
Net other comprehensive income		252		259		239
Less: Other comprehensive income attributable to noncontrolling interests		—		—		—
Balance at end of period		252		259		239
Accumulated other comprehensive income (loss) at end of period	$	(6,103)	$	12,018	$	3,820

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2022

Income Taxes

Schedule of U.S. and international components of income (loss) before income taxes


	Year Ended December 31,
(Thousands)	2022		2021		2020
U.S.		(51,607)		(28,573)		(147,196)
International		(3,743)		3,897		786
Loss before income taxes	$	(55,350)	$	(24,676)	$	(146,410)

Schedule of income tax expense (benefit) component


	Year Ended December 31,
(Thousands)	2022		2021		2020
Current expense (benefit)
Federal	$	—	$	—	$	—
State		529		179		201
Foreign		1,619		(99)		510
Total current		2,148		80		711
Deferred expense (benefit)
Federal		173		(4,617)		(15,230)
State		81		(901)		(3,003)
Foreign		(2,291)		2,070		(23)
Total deferred		(2,037)		(3,448)		(18,256)

Income tax expense (benefit)	$	111	$	(3,368)	$	(17,545)

Schedule of reconciliation of income tax expense benefit


	Year Ended December 31,
(Thousands)	2022		2021		2020
Income tax expense (benefit) at US statutory income tax rate	$	(11,624)	$	(5,182)	$	(30,746)
State income tax expense (benefit), net of federal benefit		(1,507)		(773)		(2,844)
Foreign rate differential		(15)		(304)		(179)
Change in fair value of warrants		6,232		—		—
Goodwill impairment		—		—		16,624
Global intangible low-taxed income ("GILTI") inclusion		—		1,095		22
Transaction costs		—		260		507
Other permanent differences		323		78		136
Step-up on C Corp conversion		—		—		(1,578)
Change in valuation allowance		7,319		632		513
Provision to return adjustments		(320)		(166)		—
Effect of change in foreign tax rates		(552)		1,181		—
Other		255		(189)		—
Income tax expense (benefit)	$	111	$	(3,368)	$	(17,545)

Effective tax rate		(0.20%)		13.6%		12.0%

Schedule of deferred income tax assets and liabilities


(Thousands)	December 31, 2022		December 31, 2021
Deferred tax assets
Liabilities and reserves	$	2,300	$	3,501
Interest limitation		16,256		8,884
Net operating losses		13,483		8,850
Transaction expenses		206		79
Inventories		1,449		—
Stock compensation		794		—
Derivatives		552		—
Operating lease liabilities		2,430		—
Other		269		711
Total		37,739		22,025
Valuation allowance		(8,464)		(1,145)
Total deferred tax assets, net	$	29,275	$	20,880
Deferred tax liabilities
Property, plant and equipment	$	(13,334)	$	(10,581)
Intangible assets		(27,358)		(29,221)
Derivatives		—		(4,451)
Inventories		—		(2,035)
Right-of-use assets		(2,403)		—
Other		(535)		(107)
Total		(43,630)		(46,395)
Net deferred tax liability	$	(14,355)	$	(25,515)

Summary of valuation allowance


(Thousands)	December 31, 2022		December 31, 2021
Beginning balance	$	1,145	$	513
Additions		7,319		632
Ending Balance	$	8,464	$	1,145

Earnings per Share (Tables)

12 Months Ended

Dec. 31, 2022

Earnings per Share

Schedule of potentially dilutive securities that were excluded from the computation of dilutive shares


	Year Ended December 31,
(Thousands)	2022		2021		2020
Warrants		19,373		—		—
Restricted stock		1,602		950		1,425
Options		3,217		3,200		2,531
If-converted securities		23,588		25,092		23,308

Schedule of basic and diluted earning per share


	Year Ended December 31,
(Thousands, except per share data)	2022		2021		2020
Diluted Earnings per Common Share
Numerator:
Net loss attributable to common shareholders - basic	$	(77,633)	$	(46,155)	$	(147,684)
Effect of non-participating securities		—		—		—
Net loss attributable to common shareholders - diluted	$	(77,633)	$	(46,155)	$	(147,684)
Denominator:
Weighted-average common shares outstanding - basic		48,444		34,472		34,202
Impact of if-converted securities		—		—		—
Effect of other dilutive securities		—		—		—
Weighted-average common shares outstanding - diluted		48,444		34,472		34,202

Dilutive loss per common share	$	(1.60)	$	(1.34)	$	(4.32)

Segment Information (Tables)

12 Months Ended

Dec. 31, 2022

Segment Information

Summary of selected financial data related to our segments


	Year Ended December 31, 2022
			Sustainable				Total of
	Beverage		Sourcing &		Intersegment		Reportable
(Thousands)	Solutions		Traceability		Revenues		Segments
Net sales	$	685,303	$	207,579	$	(25,010)	$	867,872

Adjusted EBITDA		53,951		6,102		n/a		60,053
Less:
Interest expense, net								35,497
Income tax expense								111
Depreciation and amortization								24,210
Acquisition, restructuring and integration expense								13,169
Change in fair value of warrants								29,675
Management and consulting fees (S&D acquisition)								3,868
Equity-based compensation								2,631
Mark-to-market adjustments								3,502
Loss (gain) on disposal of property, plant and equipment								935
Other								1,916
Net loss							$	(55,461)

Capital expenditures	$	63,158	$	103		n/a	$	63,261
Total assets		658,814		87,399		n/a		746,213


	Year Ended December 31, 2021
			Sustainable				Total of
	Beverage		Sourcing &		Intersegment		Reportable
(Thousands)	Solutions		Traceability		Revenues		Segments
Net sales	$	551,013	$	170,035	$	(22,904)	$	698,144

Adjusted EBITDA		41,468		5,706		n/a		47,174
Less:
Interest expense, net								32,549
Income tax benefit								(3,368)
Depreciation and amortization								25,501
Acquisition, restructuring and integration expense								8,835
Management and consulting fees (S&D acquisition)								6,382
Equity-based compensation								1,223
Mark-to-market adjustments								(3,585)
Loss (gain) on disposal of property, plant and equipment								243
Other								702
Net loss							$	(21,308)

Capital expenditures	$	24,501	$	614		n/a	$	25,115
Total assets		510,751		82,269		n/a		593,020


	Year Ended December 31, 2020
			Sustainable				Total of
	Beverage		Sourcing &		Intersegment		Reportable
(Thousands)	Solutions		Traceability		Revenues		Segments
Net sales	$	424,906	$	150,577	$	(24,637)	$	550,846

Adjusted EBITDA		28,802		4,793		n/a		33,595
Less:
Interest expense, net								25,229
Income tax benefit								(17,545)
Depreciation and amortization								23,838
Acquisition, restructuring and integration expense								22,355
Management and consulting fees (S&D acquisition)								5,317
Equity-based compensation								1,553
Impairment charges								82,083
Inventory write-offs								5,432
Mark-to-market adjustments								(217)
Loss (gain) on disposal of property, plant and equipment								7,750
Other								6,665
Net loss							$	(128,865)

Capital expenditures	$	18,944	$	528		n/a	$	19,472
Total assets		488,577		59,563		n/a		548,140

Related Party Transactions (Tables)

12 Months Ended

Dec. 31, 2022

Related Party Transactions

Schedule of transactions with related parties


(Thousands)	December 31, 2022		December 31, 2021
Short-term related party debt:
Brown Brothers Harriman⁽¹⁾	$	—	$	34,199

Subordinated related party debt:
Wooster Capital⁽²⁾		—		9,800
Jo Ellen Ford⁽¹⁾		—		3,500
		—		—
Total	$	—	$	13,300


	Year Ended December 31,
(Thousands)	2022		2021		2020
Interest expense, net:
Brown Brothers Harriman⁽¹⁾	$	541	$	1,393	$	1,509
Wooster Capital⁽²⁾		503		599		498
Jo Ellen Ford⁽¹⁾		139		214		178
Westrock Finance, LLC⁽²⁾		—		423		460
Total	$	1,183	$	2,629	$	2,645

1 – Related through common ownership.

2 – Related through common ownership and management.

Organization and Description of Business (Details)	12 Months Ended
Organization and Description of Business (Details)	Dec. 31, 2022 facility segment
Organization and Description of Business
Number of operating segments \| segment	2
Number of manufacturing facilities	8
Concord, North Carolina
Organization and Description of Business
Number of manufacturing facilities	3
North Little Rock, Arkansas
Organization and Description of Business
Number of manufacturing facilities	2
Richmond, California
Organization and Description of Business
Number of manufacturing facilities	1
Kigali, Rwanda
Organization and Description of Business
Number of manufacturing facilities	1
Johor Bahru, Malaysia
Organization and Description of Business
Number of manufacturing facilities	1

Basis of Presentation and Consolidation (Details) - $ / shares	12 Months Ended
	Dec. 31, 2022	Aug. 26, 2022
Riverview
Class of Stock [Line Items]
Number of shares issued for each unit		1
Common stock par value ( in dollars per share)		$ 0.01
Riverview \| Common Stock
Class of Stock [Line Items]
Number of shares issued for each unit		0.1049203474320
Common stock par value ( in dollars per share)		$ 0.01
Westrock Coffee Company, LLC. \| Falcon Coffees Limited
Class of Stock [Line Items]
Percentage of ownership interest	85.00%
Series A Redeemable Common Equivalent Preferred Units \| Riverview
Class of Stock [Line Items]
Number of shares issued for each unit		0.1086138208640
Series B Redeemable Common Equivalent Preferred Units \| Riverview
Class of Stock [Line Items]
Number of shares issued for each unit		0.1049203474320
Series A Redeemable Common Equivalent Preferred Shares \| Riverview
Class of Stock [Line Items]
Number of shares issued for each unit		0.1086138208740
Series B Redeemable Common Equivalent Preferred Shares \| Riverview
Class of Stock [Line Items]
Number of shares issued for each unit		0.0919280171940

Summary of Significant Accounting Policies - Cash and cash equivalents and restricted cash (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Summary of Significant Accounting Policies
Cash and cash equivalents	$ 16,838	$ 19,344
Restricted cash	9,567	3,526
Total	$ 26,405	$ 22,870	$ 18,652	$ 1,383

Summary of Significant Accounting Policies - Allowance for credit losses (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Allowance for credit loss roll forward
Balance at beginning of period	$ 3,749	$ 3,977
Charged to selling, general and administrative expense	1,790	439	$ 4,452
Write-offs	(2,516)	(667)
Total	$ 3,023	$ 3,749	$ 3,977

Summary of Significant Accounting Policies - Other (Details) - USD ($)
$ in Thousands

3 Months Ended

12 Months Ended

Jan. 01, 2022

Jun. 30, 2020

Dec. 31, 2022

Dec. 31, 2021

Dec. 31, 2020

Aug. 26, 2022

Jan. 02, 2020

Dec. 31, 2019

Accumulated amortization of goodwill

$ 76,883

$ 6,600

Decrease in accumulated deficit

113,999

97,053

$ 0

$ 14,616

^[1]

(328,042)

(251,725)

Goodwill impairment charges

76,883

Loss before income taxes

(55,350)

(24,676)

(146,410)

Net loss

(55,185)

(21,947)

(129,171)

Practical expedients election

true

Right-of-use operating lease assets

11,090

Lease liabilities recognized

11,256

Inventory write-offs

$ 5,432

Impairment losses on property, plant and equipment

Intangible assets, net

130,886

125,914

$ 0

Impairment losses on intangible assets

Impairment, Intangible Asset, Indefinite-Lived (Excluding Goodwill), Statement of Income or Comprehensive Income [Extensible Enumeration]

Asset Impairment Charges

Advertising expenses

3,600

2,900

$ 2,700

Pre-tax restructuring charges

13,900

Lease termination expenses

5,600

Employee termination costs

8,300

Restructuring costs

2,000

Restructuring liabilities outstanding

Loss on disposal of property, plant and equipment related to S&D Direct Store Delivery business

5,800

Unrealized (loss) gain on derivative instruments

(18,114)

8,178

3,581

29,675

Green coffee associated with forward contracts

Unrealized (loss) gain on derivative instruments

(12,300)

8,400

(2,000)

Selling, general and administrative expenses

Shipping and handling costs

$ 22,100

$ 19,900

15,900

Beverage Solutions

Goodwill impairment charges

$ 76,900

Equipment acquired under S&D acquisition

Non cash impairment losses on intangible assets

5,200

ASC 350-20 | Revision of Prior Period, Adjustment | Amortization and Impairment Test for Goodwill

Decrease in accumulated deficit

$ 6,600

$ 6,600

Goodwill impairment charges

76,900

Loss before income taxes

(62,200)

Net loss

(63,200)

ASC 350-20 | Revision of Prior Period, Adjustment | Amortization and Impairment Test for Goodwill | Selling, general and administrative expenses

Reversal of Goodwill amortization

$ 14,600

ASU 2016-02 | Adjustment

Right-of-use operating lease assets

$ 13,000

Lease liabilities recognized

$ 13,000

Westrock Coffee Company, LLC. | Falcon Coffees Limited

Percentage of ownership interest

85.00%

[1]	(1) Retroactively adjusted for de-SPAC merger transaction as described in Note 4.

De-SPAC Merger Transaction - Other Information (Details)			2 Months Ended	12 Months Ended
	Aug. 26, 2022 USD ($) $ / shares shares	Aug. 25, 2022 class $ / shares	Aug. 26, 2022 USD ($) $ / shares shares	Dec. 31, 2022 USD ($) $ / shares shares	Dec. 31, 2021 USD ($) $ / shares	Dec. 31, 2020 USD ($)	Dec. 31, 2019 USD ($)
De-SPAC Merger Transaction
Preferred dividends paid			$ 4,400,000	$ 4,380,000
Goodwill	$ 0		0	113,999,000	$ 97,053,000	$ 97,053,000	$ 14,616,000
Intangible assets	0		0	130,886,000	$ 125,914,000
Transaction cost incurred capitalized	24,000,000.0		$ 24,000,000.0
Transaction costs related to the issuance of shares	24,000,000.0
Deferred transaction cost				0
Payment of preferred equity issuance costs				1,250,000
Net gain (loss) on extinguishment				$ 2,870,000
Common Stock
De-SPAC Merger Transaction
Issuance of common shares related to conversion of debt to equity (see Note 12) (in units) \| shares				2,500,000
Term Loan facility
De-SPAC Merger Transaction
Proceeds from line of credit	175,000,000.0
Riverview
De-SPAC Merger Transaction
Number of shares issued, value	$ 49,800,000
Number of shares issued \| shares	12,868,151
Number of classes of equity \| class		2
Number of shares issued for each unit \| shares	1		1
Common stock par value ( in dollars per share) \| $ / shares	$ 0.01		$ 0.01
Transaction cost incurred capitalized	$ 17,100,000		$ 17,100,000
Transaction cost incurred expenses	17,100,000
Payment of preferred equity issuance costs	1,300,000
Net gain (loss) on extinguishment	$ (2,900,000)
Riverview \| Common Stock
De-SPAC Merger Transaction
Number of shares issued \| shares	34,855,535
Number of shares issued for each unit \| shares	0.1049203474320		0.1049203474320
Common stock par value ( in dollars per share) \| $ / shares	$ 0.01		$ 0.01
Issuance of common shares related to conversion of debt to equity (see Note 12) (in units) \| shares	2,220,305
Riverview \| Common Stock PIPE Commitments
De-SPAC Merger Transaction
Number of shares issued \| shares	1,910,000
Series A Redeemable Common Equivalent Preferred Units
De-SPAC Merger Transaction
Redeemable Common Preferred Units, Par Value (in dollars per unit) \| $ / shares				$ 0.00	$ 0.00
Series A Redeemable Common Equivalent Preferred Units \| Riverview
De-SPAC Merger Transaction
Number of shares issued for each unit \| shares	0.1086138208640		0.1086138208640
Series B Redeemable Common Equivalent Preferred Units
De-SPAC Merger Transaction
Redeemable Common Preferred Units, Par Value (in dollars per unit) \| $ / shares				$ 0.00	$ 0.00
Series B Redeemable Common Equivalent Preferred Units \| Riverview
De-SPAC Merger Transaction
Number of shares issued for each unit \| shares	0.1049203474320		0.1049203474320
Series Convertible Preferred Shares
De-SPAC Merger Transaction
Liquidation preference per share \| $ / shares	$ 11.50		$ 11.50
CEP Units \| Riverview
De-SPAC Merger Transaction
Liquidation preference per share \| $ / shares		$ 1.00
Percent of increase in liquidation preference per share		10.00%
Temporary Equity, Liquidation Preference				$ 13,900,000	$ 24,200,000	$ 18,500,000
Series A Redeemable Common Equivalent Preferred Shares
De-SPAC Merger Transaction
Temporary Equity, Liquidation Preference				$ 11.50	$ 11.50
Redeemable Common Preferred Units, Par Value (in dollars per unit) \| $ / shares				$ 0.01	$ 0.01
Series A Redeemable Common Equivalent Preferred Shares \| Riverview
De-SPAC Merger Transaction
Number of shares issued for each unit \| shares	0.1086138208740		0.1086138208740
Number of new stock classified as temporary equity issued \| shares	23,587,952
Series B Redeemable Common Equivalent Preferred Shares \| Riverview
De-SPAC Merger Transaction
Number of shares issued for each unit \| shares	0.0919280171940		0.0919280171940
Class A share \| Riverview
De-SPAC Merger Transaction
Number of shares issued for each unit \| shares	1		1
New Company \| Riverview \| Common Stock PIPE Commitments
De-SPAC Merger Transaction
Number of shares issued \| shares	20,590,000
Amount received	$ 205,900,000		$ 205,900,000
New Company \| Riverview \| Wells Fargo \| Revolving loan commitment
De-SPAC Merger Transaction
Face amount	$ 175,000,000.0		$ 175,000,000.0

De-SPAC Merger Transaction - Common Stock Warrants (Details) $ / shares in Units, $ in Millions		1 Months Ended	12 Months Ended
	Aug. 26, 2022 D $ / shares shares	Dec. 21, 2022 shares	Dec. 31, 2022 USD ($) shares
Common Stock Warrants
Warrant to purchase each share	1
Warrant exercise price (in dollars per share) \| $ / shares	$ 11.50
Shares issued for warrants exercised			0
Cash proceeds \| $			$ 2.6
Westrock Public Warrants
Common Stock Warrants
Warrants	12,500,000
Warrant expiry term	5 years
Redemption price \| $ / shares	$ 0.01
Number of trading days \| D	20
Number of trading days before warrant redemption notice \| D	30
Number of business days \| D	3
Share price (in dollars per share) \| $ / shares	$ 18.00
Warrants exercised		527,084	228,796
Shares issued for warrants exercised			228,796
Westrock Public Warrants \| Minimum
Common Stock Warrants
Term of redemption notice to share holders	30 days
Westrock Private Warrants
Common Stock Warrants
Warrants	7,400,000
Warrant exercisable term	30 days
Common Stock
Common Stock Warrants
Shares issued for warrants exercised		94,453	94,000

Revenue - Revenue from Forward Contracts (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Derivatives
Repurchase agreement liability	$ 14,600
Net unrealized gains (losses)	(18,114)	$ 8,178	$ 3,581
Forward sales contracts
Derivatives
Net unrealized gains (losses)	8,800	(4,800)	2,200
Revenue	$ 181,700	$ 145,600	$ 123,800

Amount of revenue recognized from goods sold, services rendered, insurance premiums, or other activities that constitute an earning process. Includes, but is not limited to, investment and interest income before deduction of interest expense when recognized as a component of revenue, and sales and trading gain (loss).

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Revenue - Contract Estimates (Details) - USD ($) $ in Millions	Dec. 31, 2022	Dec. 31, 2021
Revenue
Accrued sales incentives	$ 1.3	$ 1.9

Revenue - Contract Balances (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Revenue
Capitalized contract costs	$ 0	$ 0
Amortization of deferred contract costs	1,200	300	$ 1,300
Prepaid expenses and other current assets
Revenue
Contract assets	400	500
Accounts receivable
Revenue
Receivables from contracts with customers	$ 104,700	$ 89,000

Revenue - Concentration of Customers (Details) - item	12 Months Ended
Revenue - Concentration of Customers (Details) - item	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Revenue from Contract with Customer, net \| Customer Concentration \| Beverage Solutions.
Concentration Risk
Number of major customers	0	0	1

Revenue - Disaggregated Revenue (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Revenue
Revenues	$ 867,872	$ 698,144	$ 550,846
Purchase obligations	184,200
United States
Revenue
Revenues	719,437	583,011	445,210
All other countries
Revenue
Revenues	148,435	115,133	105,636
Product
Revenue
Revenues	867,872	698,144	550,846
Coffee & tea
Revenue
Revenues	569,464	445,466	344,919
Flavors, extracts & ingredients
Revenue
Revenues	112,155	98,850	72,460
Other
Revenue
Revenues	3,684	6,697	7,527
Green coffee
Revenue
Revenues	$ 182,569	$ 147,131	$ 125,940

Acquisitions - Other (Details) - USD ($) $ / shares in Units, $ in Thousands			2 Months Ended	10 Months Ended
	Nov. 14, 2022	Feb. 28, 2020	Dec. 31, 2022	Dec. 31, 2020	Dec. 31, 2021
Business Acquisition
Common units : Par Value (in dollars per unit)			$ 0.01		$ 0.00
Revenue of acquiree			$ 1,500
Operating loss of acquiree			$ 500
S&D Acquisition
Business Acquisition
Business acquisition ownership, percentage		100.00%
Cash consideration		$ 401,619
Revenue of acquiree				$ 349,200
Operating loss of acquiree				1,300
Acquisition, restructuring and integration costs,				14,300
Impairment charges, inventory write-offs and losses on disposal of property, plant and equipment				$ 95,000
S&D Acquisition \| Delayed Draw Term Loan Facility
Business Acquisition
Proceeds from debt		240,000
S&D Acquisition \| Asset-based lending facility
Business Acquisition
Proceeds from debt		$ 25,000
Kohana Coffee, LLC
Business Acquisition
Business acquisition ownership, percentage	100.00%
Shares of common stock issued by Company	1,852,608
Common units : Par Value (in dollars per unit)	$ 0.01
Cash consideration	$ 39,117
Cash consideration.	$ 15,682

Acquisitions - Total consideration (Details) - USD ($) $ in Thousands	Nov. 14, 2022	Feb. 28, 2020
S&D Acquisition
Business Acquisition
Cash paid on behalf of sellers for sellers' transaction expenses		$ 5,241
Post-close working capital adjustments		(1,500)
Total Consideration		401,619
S&D Acquisition \| Cott Corporation
Business Acquisition
Cash consideration.		$ 397,878
Kohana Coffee, LLC
Business Acquisition
Cash consideration.	$ 15,682
Fair Value of stock consideration	23,435
Total Consideration	$ 39,117

Acquisitions - Purchase price allocation of the assets acquired, and liabilities assumed (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Nov. 14, 2022	Aug. 26, 2022	Dec. 31, 2021	Dec. 31, 2020	Feb. 28, 2020	Dec. 31, 2019
Business Acquisition
Goodwill	$ 113,999		$ 0	$ 97,053	$ 97,053		$ 14,616
S&D Acquisition
Business Acquisition
Cash and cash equivalents						$ 8,282
Accounts receivable						57,818
Inventory						67,297
Prepaid expenses and other current assets						1,810
Property, plant and equipment						92,369
Goodwill						159,320
Intangible assets						142,920
Other assets						3,319
Accounts payable and accrued liabilities						(87,216)
Long-term debt						(147)
Deferred tax liabilities						(42,168)
Other long-term liabilities						(1,985)
Total						$ 401,619
Kohana Coffee, LLC
Business Acquisition
Cash and cash equivalents		$ 797
Accounts receivable		881
Inventory		2,306
Property, plant and equipment		8,387
Goodwill		16,946
Intangible assets		11,638
Accounts payable and accrued liabilities		(1,838)
Total		$ 39,117

Acquisitions - Identifiable intangible assets (Details) - USD ($) $ in Thousands	Nov. 14, 2022	Feb. 28, 2020
S&D Acquisition
Business Acquisition
Intangible assets		$ 142,920
S&D Acquisition \| Trademark
Business Acquisition
Intangible assets		5,200
S&D Acquisition \| Customer relationships
Business Acquisition
Intangible assets		$ 137,500
Estimated Useful Life		20 years
S&D Acquisition \| Favorable lease asset
Business Acquisition
Intangible assets		$ 220
Estimated Useful Life		5 years
Kohana Coffee, LLC
Business Acquisition
Intangible assets	$ 11,638
Kohana Coffee, LLC \| Customer relationships
Business Acquisition
Intangible assets	$ 11,148
Estimated Useful Life	10 years
Kohana Coffee, LLC \| Favorable lease asset
Business Acquisition
Intangible assets	$ 490
Estimated Useful Life	2 years 6 months

Acquisitions - Proforma Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
S&D Acquisition
Business Acquisition
Revenue			$ 647,935
Net loss attributable to common shareholders			$ (138,896)
Kohana Coffee, LLC
Business Acquisition
Revenue	$ 884,228	$ 716,849
Net loss attributable to common shareholders	$ (84,651)	$ (44,353)

Inventories (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Inventories
Raw materials	$ 66,925	$ 45,079
Finished goods	21,232	14,895
Green coffee	57,679	49,192
Total inventories	$ 145,836	$ 109,166

Property, Plant and Equipment, Net (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Property, Plant and Equipment, Net
Property, plant and equipment, gross	$ 252,208	$ 180,254
Less: accumulated depreciation	(67,002)	(52,641)
Property, plant and equipment, net	185,206	127,613
Depreciation expense	17,400	18,800	$ 18,200
Land
Property, Plant and Equipment, Net
Property, plant and equipment, gross	9,052	9,150
Building
Property, Plant and Equipment, Net
Property, plant and equipment, gross	44,425	43,895
Leasehold improvements
Property, Plant and Equipment, Net
Property, plant and equipment, gross	1,651	613
Plant equipment
Property, Plant and Equipment, Net
Property, plant and equipment, gross	107,885	88,155
Vehicles and transportation equipment
Property, Plant and Equipment, Net
Property, plant and equipment, gross	700	876
IT systems
Property, Plant and Equipment, Net
Property, plant and equipment, gross	3,053	2,453
Furniture and fixtures
Property, Plant and Equipment, Net
Property, plant and equipment, gross	3,529	2,746
Customer beverage equipment
Property, Plant and Equipment, Net
Property, plant and equipment, gross	21,930	24,341
Lease right-of-use assets
Property, Plant and Equipment, Net
Property, plant and equipment, gross	36
Construction in progress and equipment deposits
Property, Plant and Equipment, Net
Property, plant and equipment, gross	$ 59,947	$ 8,025
Minimum \| Building
Property, Plant and Equipment, Net
Useful life	10 years
Minimum \| Plant equipment
Property, Plant and Equipment, Net
Useful life	3 years
Minimum \| Vehicles and transportation equipment
Property, Plant and Equipment, Net
Useful life	3 years
Minimum \| IT systems
Property, Plant and Equipment, Net
Useful life	3 years
Minimum \| Furniture and fixtures
Property, Plant and Equipment, Net
Useful life	3 years
Minimum \| Customer beverage equipment
Property, Plant and Equipment, Net
Useful life	3 years
Maximum \| Building
Property, Plant and Equipment, Net
Useful life	40 years
Maximum \| Plant equipment
Property, Plant and Equipment, Net
Useful life	15 years
Maximum \| Vehicles and transportation equipment
Property, Plant and Equipment, Net
Useful life	5 years
Maximum \| IT systems
Property, Plant and Equipment, Net
Useful life	7 years
Maximum \| Furniture and fixtures
Property, Plant and Equipment, Net
Useful life	10 years
Maximum \| Customer beverage equipment
Property, Plant and Equipment, Net
Useful life	5 years

Leases - Other (Details)	12 Months Ended
Leases - Other (Details)	Dec. 31, 2022
Leases
Option to extend	true
Option to terminate	true
Termination term (in years)	1 year
Minimum
Leases
Remaining non-cancelable lease term (in years)	1 year
Maximum
Leases
Remaining non-cancelable lease term (in years)	7 years

Leases - Schedule of amount of right-of-use lease assets and lease liabilities (Details) $ in Thousands	Dec. 31, 2022 USD ($)
Right-of-use lease assets and lease liabilities
Right-of-use operating lease assets	$ 11,090
Right-of-use operating lease assets, Balance sheet location	Other long-term assets
Operating lease liabilities - current	$ 2,832
Operating lease liabilities - current, Balance sheet location	Accrued expenses and other current liabilities
Operating lease liabilities - noncurrent	$ 8,424
Operating lease liabilities - noncurrent, Balance sheet location	Other long-term liabilities

Leases - Schedule of components of lease costs (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($)
Lease Cost
Operating lease cost	$ 907
Short-term lease cost	235
Total	$ 1,142

Leases - Schedule of weighted average discount rate and remaining lease term (Details)	Dec. 31, 2022
Leases
Weighted-average discount rate	8.40%
Weighted-average remaining lease term	4 years 7 months 6 days

Leases - Schedule of supplemental cashflow information (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($)
Leases
Operating cash flows from operating lease	$ 891

Leases - Schedule of future minimum lease payments under non-cancellable operating leases (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2022
Leases
2023			$ 3,713
2024			3,264
2025			2,130
2026			1,435
2027			1,385
Thereafter			1,740
Total future minimum lease payments			13,667
Less: imputed interest			(2,411)
Present value of minimum lease payments			$ 11,256
Rent expense	$ 4,400	$ 5,700

Leases - Maturities of lease obligations (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Leases
Rent expense	$ 4,400	$ 5,700
Operating leases
2022	4,334
2023	4,332
2024	4,174
2025	3,286
2026	2,377
Thereafter	4,373
Total	$ 22,876

Goodwill (Details) - USD ($) $ in Thousands	12 Months Ended
Goodwill (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2020	Aug. 26, 2022	Dec. 31, 2021	Dec. 31, 2019
Changes in goodwill
Goodwill, Beginning balance	$ 97,053	$ 14,616
Acquisitions	16,946	159,320
Impairments	0	(76,883)
Changes during the period:	16,946	97,053
Goodwill, Ending balance	113,999	97,053
Goodwill, Impaired and Accumulated Impairment Loss
Gross goodwill	190,882	173,936		$ 173,936
Accumulated impairment loss	(76,883)	(76,883)		(76,883)	$ (6,600)
Goodwill	113,999	97,053	$ 0	97,053	14,616
Beverage Solutions
Changes in goodwill
Goodwill, Beginning balance	97,053	14,616
Acquisitions	16,946	159,320
Impairments		(76,883)
Changes during the period:	16,946	97,053
Goodwill, Ending balance	113,999	97,053
Goodwill, Impaired and Accumulated Impairment Loss
Gross goodwill	190,882	173,936		173,936
Accumulated impairment loss	(76,883)	(76,883)		(76,883)
Goodwill	$ 113,999	$ 97,053		$ 97,053	$ 14,616

Amount after accumulated impairment loss of an asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.

Intangible Assets, Net - Other (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Intangible Assets, Net
Cost	$ 150,277	$ 138,478
Accumulated Amortization	(19,391)	(12,564)
Net	130,886	125,914
Amortization expenses	$ 6,800	6,700	$ 5,600
Useful life	20 years
Customer relationships
Intangible Assets, Net
Cost	$ 148,648	137,500
Accumulated Amortization	(18,778)	(12,091)
Net	129,870	125,409
Favorable lease assets
Intangible Assets, Net
Cost	710	220
Accumulated Amortization	(140)	(79)
Net	570	141
Software
Intangible Assets, Net
Cost	919	758
Accumulated Amortization	(473)	(394)
Net	$ 446	$ 364

Intangible Assets, Net - Amortization expenses (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Amortization expenses for intangible assets
2023	$ 7,588
2024	7,465
2025	7,287
2026	7,194
2027	7,194
Thereafter	94,158
Net	$ 130,886	$ 125,914

Debt - Other (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Debt
Total debt	$ 219,680	$ 295,219
Unamortized debt costs	(2,769)	(4,910)
Current maturities of long-term debt	(11,504)	(8,735)
Short-term debt	(42,905)	(4,510)
Long-term debt, net	162,502	277,064
Term loan
Debt
Total debt	175,000
Term Loan Due in 2025
Debt
Total debt		235,668
ABL facility
Debt
Total debt		51,890
International trade finance lines
Debt
Total debt	42,905	4,510
International notes payable
Debt
Total debt	1,750	3,126
Other loans
Debt
Total debt	$ 25	$ 25

Debt - Future payments (Details) $ in Thousands	Dec. 31, 2022 USD ($)
Debt
2023	$ 11,504
2024	9,367
2025	10,244
2026	14,408
2027	131,252
Total	$ 176,775

Amount, excluding unamortized premium (discount) and debt issuance cost, of long-term debt. Excludes lease obligation.

Debt - Additional Information (Details)					12 Months Ended
Debt - Additional Information (Details)	Aug. 29, 2022 USD ($) item	Aug. 26, 2022 shares	Jul. 14, 2022 USD ($) $ / shares shares	Feb. 28, 2020 USD ($) shares	Dec. 31, 2022 USD ($) item shares	Dec. 09, 2022 USD ($)	Jun. 16, 2022 USD ($)	Apr. 30, 2022 USD ($)	Mar. 16, 2022 USD ($)	Dec. 31, 2021 USD ($) shares
Debt
Debt finance costs	$ 6,000,000.0
Number of financial covenants \| item	2
Term of anniversary closing date	18 months
Early termination fees					$ 1,580,000
Unamortized deferred financing fees written off					4,296,000
Short-term debt					$ 42,905,000					$ 4,510,000
Common stock shares issued (in shares) \| shares					75,020,000					34,523,000
Proceeds from issuance of common stock					$ 255,737,000
Revolving credit facility
Debt
Debt finance costs	$ 3,000,000.0
Face amount	175,000,000.0
Term Loan facility
Debt
Debt finance costs	3,000,000.0
Face amount	$ 175,000,000.0
Line of credit interest rate during the period (as percentage)					5.70%
Line of credit, periodic payment term	3 years
Periodic payment principal amount	$ 2,200,000
Percentage of original principal amount	1.25%
Term Loan facility \| Year four
Debt
Periodic payment principal amount	$ 3,300,000
Percentage of original principal amount	1.875%
Term Loan facility \| Year five
Debt
Periodic payment principal amount	$ 4,400,000
Percentage of original principal amount	2.50%
Standby letter of credit
Debt
Letters of credit outstanding					$ 2,600,000
Minimum
Debt
Net Leverage Ratio	4.00
Minimum \| Revolving credit facility
Debt
Line of credit, Commitment fee percentage (as a percent)	0.20%
Maximum
Debt
Interest coverage ratio	1.50
Net Leverage Ratio	4.50
Maximum \| Revolving credit facility
Debt
Line of credit, Commitment fee percentage (as a percent)	0.35%
Base rate \| One Month Interest Period [Member]
Debt
Variable rate (as a percent)	1.00%
Interest period	1 month
Base rate \| Minimum
Debt
Variable rate (as a percent)	0.50%
Base rate \| Maximum
Debt
Variable rate (as a percent)	1.50%
SOFR \| One Month Interest Period [Member]
Debt
Variable rate (as a percent)	0.10%
Interest period	1 month
SOFR \| Three Month Interest Period [Member]
Debt
Variable rate (as a percent)	0.15%
Interest period	3 months
SOFR \| Six Month Interest Period [Member]
Debt
Variable rate (as a percent)	0.25%
Interest period	6 months
SOFR \| Minimum
Debt
Variable rate (as a percent)	1.50%
SOFR \| Maximum
Debt
Variable rate (as a percent)	2.50%
NYFRB
Debt
Variable rate (as a percent)	0.50%
Wooster Capital, LLC ("Wooster") and Jo Ellen Ford
Debt
Common stock shares issued (in shares) \| shares			2,150,000
Share price (in dollars per share) \| $ / shares			$ 10.00
Proceeds from issuance of common stock			$ 21,500,000
Pre-funded commitment			$ 11,700,000
Convertible Debt \| Wooster Capital, LLC ("Wooster") and Jo Ellen Ford
Debt
Interest rate (as a percent)			8.00%
Face amount			$ 11,700,000
Debt term			1 year
Debt converted into shares \| shares		1,170,000
Term Loan Due in 2025 \| Westrock Beverage Solutions, LLC
Debt
Face amount				$ 240,000,000.0
Early termination fees				1,600,000
Unamortized deferred financing fees written off				4,000,000.0
US Asset Based Lending Facility \| Westrock Beverage Solutions, LLC
Debt
Debt finance costs				1,300,000
Face amount				90,000,000.0
Unamortized deferred financing fees written off				$ 300,000
Working Capital Trade Finance Facility \| Westrock Coffee Company, LLC.
Debt
Line of credit interest rate during the period (as percentage)					5.00%
Maximum borrowing capacity						$ 47,500,000	$ 62,500,000	$ 55,000,000.0	$ 50,000,000.0
Collateral amount					$ 39,800,000
Short-term debt					$ 36,300,000				$ 49,300,000
Agent fees percentage (as a percent)					0.25%
Working Capital Trade Finance Facility \| Westrock Coffee Company, LLC. \| Mortgage backed securities
Debt
Short-term debt					$ 6,600,000
Number of mortgage-backed lending facilities \| item					2
Long term note					$ 1,800,000
Working Capital Trade Finance Facility \| Westrock Coffee Company, LLC. \| Prime rate
Debt
Variable rate (as a percent)					2.50%
Subordinated related party debt \| Wooster Capital, LLC ("Wooster") and Jo Ellen Ford
Debt
Interest rate (as a percent)				0.06%
Face amount				$ 13,300,000
Debt term				10 years
Grace period				6 months
Common stock shares issued (in shares) \| shares				1,330,000

Series A Preferred Shares (Details) $ / shares in Units, $ in Millions		12 Months Ended
	Aug. 26, 2022 item D $ / shares shares	Dec. 31, 2022 USD ($)
Temporary Equity [Line Items]
Term of anniversary	5 years 6 months
Number of shares converted \| item	1
Threshold number of days \| D	10
Redemption price per share	$ 18.50
Series A Preferred Shares
Temporary Equity [Line Items]
Shares issued \| shares	23,587,952
Liquidation preference per share	$ 11.50
Conversion price	11.50
Accretion value \| $		$ 1.3
Series A Preferred Shares \| Minimum
Temporary Equity [Line Items]
Redemption price per share	$ 18.50

Derivatives - Other (Details) lb in Millions, $ in Millions	12 Months Ended
Derivatives - Other (Details) lb in Millions, $ in Millions	Dec. 31, 2022 USD ($) lb	Dec. 31, 2021 USD ($) lb	Dec. 31, 2020 USD ($)
Derivatives
Net gains reported in AOCI expected to be reclassified \| $	$ 12.3
Cash flow hedging
Derivatives
Net gains reported in AOCI expected to be reclassified \| $	$ 13.1	$ 7.2	$ 1.7
Coffee futures contracts \| Designated as hedges \| Cash flow hedging
Derivatives
Derivative notional amount	29.2	7.9
Notional amount of derivative purchased	98.6
Coffee options \| Designated as hedges \| Cash flow hedging
Derivatives
Notional amount of derivative purchased		105.5

Derivatives - Fair value of assets and liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Derivatives
Fair value of derivative assets	$ 15,053	$ 13,765
Fair value of derivative liabilities	7,592	14,021
Designated as hedges
Derivatives
Fair value of derivative assets		172
Fair value of derivative liabilities	3,334
Designated as hedges \| Coffee futures contracts \| Derivative assets
Derivatives
Fair value of derivative assets		172
Designated as hedges \| Coffee futures contracts \| Derivative liabilities
Derivatives
Fair value of derivative liabilities	3,334
Not designated as hedges
Derivatives
Fair value of derivative assets	15,053	13,593
Fair value of derivative liabilities	4,258	14,021
Not designated as hedges \| Forward sales contracts \| Derivative assets
Derivatives
Fair value of derivative assets	15,053	13,593
Not designated as hedges \| Forward purchase contracts \| Derivative liabilities
Derivatives
Fair value of derivative liabilities	$ 4,258	$ 14,021

Derivatives - Pre-tax net gains and losses (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Derivatives
Net unrealized gains (losses)	$ (18,114)	$ 8,178	$ 3,581
Designated as hedges \| Cash flow hedging \| Coffee derivatives \| Cost of sales
Derivatives
Net realized gains (losses)	13,094	7,197	1,746
Not designated as hedges \| Cash flow hedging \| Forward Contract and Other Cost of Sales
Derivatives
Net unrealized gains (losses)	$ 8,828	$ (4,799)	$ 2,176

Fair Value Measurements - Other Information (Details) - USD ($) $ / shares in Units, $ in Thousands	Dec. 31, 2022	Aug. 26, 2022	Dec. 31, 2021
Fair Value Measurements
Assets	$ 54,981		$ 61,610
Liabilities	63,113		14,021
Warrant exercise price (in dollars per share)		$ 11.50
Green coffee associated with forward contracts
Fair Value Measurements
Assets	39,928		47,845
Forward sales contracts
Fair Value Measurements
Assets	15,053		13,593
Coffee futures contracts
Fair Value Measurements
Assets			172
Liabilities	3,334
Forward purchase contracts
Fair Value Measurements
Liabilities	4,258		14,021
Westrock Public Warrants
Fair Value Measurements
Liabilities	$ 27,179
Warrant exercise price (in dollars per share)	$ 2.27
Westrock Private Warrants
Fair Value Measurements
Liabilities	$ 28,342
Warrant exercise price (in dollars per share)	$ 3.83
Level 1
Fair Value Measurements
Assets			172
Liabilities	$ 30,513
Level 1 \| Coffee futures contracts
Fair Value Measurements
Assets			172
Liabilities	3,334
Level 1 \| Westrock Public Warrants
Fair Value Measurements
Liabilities	27,179
Level 2
Fair Value Measurements
Assets	54,981		61,438
Liabilities	4,258		14,021
Level 2 \| Green coffee associated with forward contracts
Fair Value Measurements
Assets	39,928		47,845
Level 2 \| Forward sales contracts
Fair Value Measurements
Assets	15,053		13,593
Level 2 \| Forward purchase contracts
Fair Value Measurements
Liabilities	4,258		$ 14,021
Level 3
Fair Value Measurements
Liabilities	28,342
Level 3 \| Westrock Private Warrants
Fair Value Measurements
Liabilities	$ 28,342

Fair Value Measurements - Change in Fair Value (Details) - Level 3 - Westrock Private Warrants $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($)
Fair Value Measurements
Assumption of warrants	$ 11,618
Change in fair value	16,724
Fair value as of ending	$ 28,342

Fair Value Measurements - Measurements (Details)	Dec. 31, 2022 $ / shares Y
Stock price
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement inputs	13.36
Exercise price
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement inputs	11.50
Expected term (years)
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement inputs \| Y	5.00
Expected volatility
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement inputs	7.74
Risk-free rate of return
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement inputs	3.99
Dividend yield
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement inputs	0.00

Equity-Based Compensation - Unit option - Other (Details) $ / shares in Units, $ in Millions	12 Months Ended
	Dec. 31, 2022 USD ($) D $ / shares shares	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)	Aug. 31, 2022 D $ / shares
Share-Based Compensation Arrangement by Share-Based Payment Award
Options granted (in shares) \| shares	274,868
Stock based compensation expenses \| $	$ 0.6	$ 0.5	$ 0.4
Compensation cost not yet recognized \| $	$ 0.3
2022 Equity Plan
Share-Based Compensation Arrangement by Share-Based Payment Award
Number of trading days \| D	10
Number of Consecutive Trading Days \| D	30
Share price (in dollars per share) \| $ / shares	$ 18.50
Restricted Awards
Share-Based Compensation Arrangement by Share-Based Payment Award
Stock based compensation expenses \| $	$ 0.3	$ 0.8	$ 1.2
Restricted Awards \| 2022 Equity Plan
Share-Based Compensation Arrangement by Share-Based Payment Award
Number of trading days \| D				10
Number of Consecutive Trading Days \| D				30
Share price (in dollars per share) \| $ / shares				$ 18.50
Employee
Share-Based Compensation Arrangement by Share-Based Payment Award
Vesting period	4 years
Option expiration period	10 years
Period to recognized compensation cost	4 years
Options outstanding, intrinsic value \| $	$ 12.3
Employee \| Vesting tranche 1 \| Vesting option of four years of continuous service by the employee
Share-Based Compensation Arrangement by Share-Based Payment Award
Vesting period	4 years
Employee \| Vesting tranche 2 \| Realization of cash proceeds on all CEP Units
Share-Based Compensation Arrangement by Share-Based Payment Award
Vesting period	1 year

Equity-Based Compensation - Unit option - Activity (Details) - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Equity-Based Compensation
Options granted all-time (in dollars per shares)	$ 9.54
Options
Options outstanding, Beginning Balance (in shares)	3,200,071
Options granted (in shares)	274,868
Options forfeited (in shares)	(218,246)
Options exercised (in shares)	(39,344)
Options outstanding, Ending Balance (in shares)	3,217,349	3,200,071
Exercisable (in shares)	605,246
Average Price
Options outstanding, Beginning Balance (in dollars per shares)	$ 0.49
Options granted (in dollars per shares)		$ 3.24
Options forfeited (in dollars per shares)	0.52
Options exercised (in dollars per shares)	0.53
Options outstanding, Ending Balance (in dollars per shares)	0.72	$ 0.49
Options exercisable (in dollars per shares)	$ 0.53
Average Life
Options outstanding (in years)	7 years 9 months 18 days	8 years 8 months 12 days
Options outstanding exercisable (in years)	7 years 7 months 6 days

Equity-Based Compensation - Restricted common units - Other (Details) $ in Millions		12 Months Ended
	Feb. 28, 2020 installment employee shares	Dec. 31, 2022 USD ($) shares	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)
Share-Based Compensation Arrangement by Share-Based Payment Award
Stock based compensation expenses \| $		$ 0.6	$ 0.5	$ 0.4
Restricted common units
Share-Based Compensation Arrangement by Share-Based Payment Award
Units granted (in shares)		1,145,000
Units outstanding		1,127,000
Granted Fair Value \| $		$ 13.1
Stock based compensation expenses \| $		$ 1.7
Period to recognized compensation cost		3 years
Units outstanding, intrinsic value \| $		$ 15.1
Shares available for issuance		3,400,000
Restricted Awards
Share-Based Compensation Arrangement by Share-Based Payment Award
Vested		475,032
Units outstanding		475,032
Common shares issued upon vesting of restricted common shares		330,000
Volatility rate	40.00%
Risk free interest rate	1.14%
Discount rate	30.00%
Stock based compensation expenses \| $		$ 0.3	$ 0.8	$ 1.2
Compensation cost not yet recognized \| $		$ 0.1
Restricted Awards \| Executive employee
Share-Based Compensation Arrangement by Share-Based Payment Award
Number of executive \| employee	3
Number of shares issued for each unit	0.1049203474320
Number of installments \| installment	3
Vesting period	3 years

Equity-Based Compensation - Restricted common units - Activity (Details) - Restricted common units	12 Months Ended
	Dec. 31, 2022 $ / shares shares
Units
Units granted (in shares) \| shares	1,145,000
Units forfeited (in shares) \| shares	(18,000)
Units outstanding, Ending balance (in shares) \| shares	1,127,000
Average Fair Market Value
Average Fair Market Value granted (in dollars per shares \| $ / shares	$ 11.49
Average Fair Market Value forfeited (in dollars per shares \| $ / shares	11.51
Average Fair Market Value outstanding, Ending balance (in dollars per shares \| $ / shares	$ 11.49

Accumulated Other Comprehensive Income (Loss) - Schedule of changes in accumulated other comprehensive loss, net of tax (Details) - USD ($)
$ in Thousands

12 Months Ended

Dec. 31, 2022

Dec. 31, 2021

Dec. 31, 2020

$ (175,998)

^[1]

$ (139,741)

$ (4,362)

(18,121)

8,198

3,820

Cash flow hedge changes in fair value gain (loss)

11,729

^[1]

(175,998)

^[1]

(139,741)

Other comprehensive income (loss) before reclassifications

11,759

3,581

(10,978)

18,010

6,490

Amounts reclassified from accumulated comprehensive income

(13,094)

(7,197)

(1,746)

Tax effect

5,958

(2,635)

(1,163)

(6,355)

11,759

3,581

Foreign currency translation gain (loss)

(6,355)

11,759

3,581

Other comprehensive income (loss) before reclassifications

259

239

(7)

239

252

259

239

252

259

239

12,018

3,820

(18,121)

8,198

3,820

$ (6,103)

$ 12,018

$ 3,820

[1]	(1) Retroactively adjusted for de-SPAC merger transaction as described in Note 4.

Amount after tax and reclassification adjustments of other comprehensive income (loss).

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Amount of stockholders' equity (deficit), net of receivables from officers, directors, owners, and affiliates of the entity, attributable to both the parent and noncontrolling interests. Amount excludes temporary equity. Alternate caption for the concept is permanent equity.

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Income Taxes - Income (loss) before income taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Income Taxes
U.S.	$ (51,607)	$ (28,573)	$ (147,196)
International	(3,743)	3,897	786
Loss before income taxes	$ (55,350)	$ (24,676)	$ (146,410)

Amount of income (loss) from continuing operations, including income (loss) from equity method investments, before deduction of income tax expense (benefit), and income (loss) attributable to noncontrolling interest.

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Net loss attributable to common unitholders - basic

Income Taxes - Income tax expense (benefit) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Current Federal, State and Local, Tax Expense (Benefit)
State	$ 529	$ 179	$ 201
Foreign	1,619	(99)	510
Total current	2,148	80	711
Deferred expense (benefit)
Federal	173	(4,617)	(15,230)
State	81	(901)	(3,003)
Foreign	(2,291)	2,070	(23)
Total deferred	(2,037)	(3,448)	(18,256)
Income tax expense (benefit)	$ 111	$ (3,368)	$ (17,545)

Income Taxes - Reconciliation (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Income Taxes
Income tax expense (benefit) at US statutory income tax rate	$ (11,624)	$ (5,182)	$ (30,746)
State income tax expense (benefit), net of federal benefit	(1,507)	(773)	(2,844)
Foreign rate differential	(15)	(304)	(179)
Change in fair value of warrants	6,232
Goodwill impairment			16,624
Global intangible low-taxed income ("GILTI") inclusion		1,095	22
Transaction costs		260	507
Other permanent differences	323	78	136
Step-up on C Corp conversion			(1,578)
Change in valuation allowance	7,319	632	513
Provision to return adjustments	(320)	(166)
Effect of change in foreign tax rates	(552)	1,181
Other	255	(189)
Income tax expense (benefit)	$ 111	$ (3,368)	$ (17,545)
Effective tax rate (as percentage)	(0.20%)	13.60%	12.00%

Income Taxes - Deferred income tax assets and liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Deferred tax assets
Liabilities and reserves	$ 2,300	$ 3,501
Interest limitation	16,256	8,884
Net operating losses	13,483	8,850
Transaction expenses	206	79
Inventories	1,449
Stock compensation	794
Derivatives	552
Operating lease liabilities	2,430
Other	269	711
Total	37,739	22,025
Valuation allowance	(8,464)	(1,145)	$ (513)
Total deferred tax assets, net	29,275	20,880
Deferred tax liabilities
Property, plant and equipment	(13,334)	(10,581)
Intangible assets	(27,358)	(29,221)
Derivatives		(4,451)
Inventories		(2,035)
Right-of-use assets	(2,403)
Other	(535)	(107)
Total	(43,630)	(46,395)
Net deferred tax liability	$ (14,355)	$ (25,515)

Income Taxes - Valuation Allowance (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Income Taxes
Beginning balance	$ 1,145	$ 513
Additions	7,319	632
Ending Balance	$ 8,464	$ 1,145

Income Taxes - Other (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Operating Loss Carryforwards
Valuation allowance	$ 1,600	$ 1,100
Operating loss carryforward	42,900
Uncertain tax position	100	$ 100
Undistributed earnings of certain foreign subsidiaries for investment	8,900
Provisions	0
Foreign
Operating Loss Carryforwards
Valuation allowance	6,900
Operating loss carryforward	5,500
2031 \| Federal
Operating Loss Carryforwards
Operating loss carryforward	38,500
2026 \| Foreign
Operating Loss Carryforwards
Operating loss carryforward	$ 5,900

Earnings per Shares (Details) - USD ($)
$ / shares in Units, shares in Thousands, $ in Thousands

12 Months Ended

Dec. 31, 2022

Dec. 31, 2021

Dec. 31, 2020

Numerator:

$ (77,633)

$ (46,155)

$ (147,684)

Net loss attributable to common unitholders - diluted

$ (77,633)

$ (46,155)

$ (147,684)

Denominator:

Weighted-average common units outstanding - basic

^[1]

48,444

34,472

34,202

Weighted-average common units outstanding - diluted

^[1]

48,444

34,472

34,202

Dilutive loss per common unit

^[1]

$ (1.60)

$ (1.34)

$ (4.32)

Warrants

19,373

Units options

3,217

3,200

2,531

Time-based RSUs

Series A Preferred Shares

1,602

950

1,425

23,588

25,092

23,308

[1]	(1) Retroactively adjusted for de-SPAC merger transaction as described in Note 4.

Segment Information - Other (Details)	12 Months Ended
Segment Information - Other (Details)	Dec. 31, 2022 segment
Segment Information
Number of operating segments	2
United States
Segment Information
Percentage of long-lived assets	100.00%

Segment information - Selected Financial Data (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Segment Information
Revenues	$ 867,872	$ 698,144	$ 550,846
Adjusted EBITDA	60,053	47,174	33,595
Interest expense, net	35,497	32,549	25,229
Income tax expense (benefit)	111	(3,368)	(17,545)
Depreciation and amortization	24,210	25,501	23,838
Acquisition, restructuring and integration expense	13,169	8,835	22,355
Change in fair value of warrant liabilities	29,675
Management and consulting fees	3,868	6,382	5,317
Equity-based compensation	2,631	1,223	1,553
Impairment charges			82,083
Inventory write-offs			5,432
Mark-to-market adjustments	3,502	(3,585)	(217)
Loss on disposal of property, plant and equipment	935	243	7,750
Other	1,916	702	6,665
Net loss	(55,461)	(21,308)	(128,865)
Capital expenditures	63,261	25,115	19,472
Total assets	746,213	593,020	548,140
Operating Segments \| Beverage Solutions.
Segment Information
Revenues	685,303	551,013	424,906
Adjusted EBITDA	53,951	41,468	28,802
Capital expenditures	63,158	24,501	18,944
Total assets	658,814	510,751	488,577
Operating Segments \| Sustainable, Sourcing and Traceability
Segment Information
Revenues	207,579	170,035	150,577
Adjusted EBITDA	6,102	5,706	4,793
Capital expenditures	103	614	528
Total assets	87,399	82,269	59,563
Intersegment Eliminations
Segment Information
Revenues	$ (25,010)	$ (22,904)	$ (24,637)

Commitments and Contingencies (Details) $ in Millions	Dec. 31, 2022 USD ($)
Commitments and Contingencies.
Purchase obligations	$ 184.2
Repurchase agreement liability	$ 14.6

Related Party Transactions - Transactions with related party (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Related Party Transactions
Short-term related party debt		$ 34,199
Interest expense, net	$ 1,183	2,629	$ 2,645
Brown Brothers Harriman
Related Party Transactions
Interest expense, net	541	1,393	1,509
Wooster Capital
Related Party Transactions
Interest expense, net	503	599	498
Jo Ellen Ford
Related Party Transactions
Interest expense, net	$ 139	214	178
Westrock Finance, LLC
Related Party Transactions
Interest expense, net		423	$ 460
Short-term related party debt \| Brown Brothers Harriman
Related Party Transactions
Short-term related party debt		34,199
Subordinated related party debt
Related Party Transactions
Subordinated related party debt		13,300
Subordinated related party debt \| Wooster Capital
Related Party Transactions
Subordinated related party debt		9,800
Subordinated related party debt \| Jo Ellen Ford
Related Party Transactions
Subordinated related party debt		$ 3,500

Related Party Transactions - Other (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Feb. 28, 2020
Related Party Transactions
Short-term related party debt		$ 34,199
Selling, general and administrative expenses
Related Party Transactions
Expenses incurred	$ 3,300	3,300	$ 2,800
Westrock Group, LLC
Related Party Transactions
Related party amount to be paid				$ 10,000
Westrock Group, LLC \| Accrued expenses and other current liabilities
Related Party Transactions
Short-term related party debt	0
Westrock Group, LLC \| Selling, general and administrative expenses
Related Party Transactions
Expenses incurred	$ 900	$ 800	$ 1,500

Carrying amount as of the balance sheet date of obligations due all related parties. For classified balance sheets, represents the current portion of such liabilities (due within one year or within the normal operating cycle if longer).

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Cash and cash equivalents

Subsequent Events (Details) - USD ($)				12 Months Ended
Subsequent Events (Details) - USD ($)	Mar. 21, 2023	Feb. 28, 2023	Feb. 14, 2023	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Subsequent Events
Proceeds from debt				$ 328,539,000	$ 119,740,000	$ 352,968,000
Common units : Par Value (in dollars per unit)				$ 0.01	$ 0.00
Subsequent Event \| Delayed Draw Term Loan Facility
Subsequent Events
Proceeds from debt			$ 0
Subsequent Event \| Delayed Draw Term Loan Facility \| Credit Agreement
Subsequent Events
Aggregate principal amount			$ 50,000,000.0
Subsequent Event \| New short-term trade finance facility
Subsequent Events
Aggregate principal amount	$ 70,000,000
Debt term	1 year
Subsequent Event \| New short-term trade finance facility \| SOFR
Subsequent Events
Variable rate (as a percent)	4.00%
Subsequent Event \| New short-term trade finance facility \| Federal Funds Rate
Subsequent Events
Variable rate (as a percent)	0.50%
Subsequent Event \| New short-term trade finance facility \| SOFR one-month
Subsequent Events
Variable rate (as a percent)	1.00%
Subsequent Event \| Bixby Roasting Co.
Subsequent Events
Shares of common stock issued by Company		39,778
Common units : Par Value (in dollars per unit)		$ 0.01
Cash consideration.		$ 2,200,000

SCHEDULE I - PARENT COMPANY ONLY - CONDENSED BALANCE SHEET (Details) - USD ($)
$ in Thousands

Dec. 31, 2022

Dec. 31, 2021

Dec. 31, 2020

Dec. 31, 2019

ASSETS

$ 16,838

$ 19,344

Total current assets

298,099

238,006

Total Assets

746,213

593,020

$ 548,140

LIABILITIES, CONVERTIBLE PREFERRED SHARES, REDEEMABLE UNITS, AND SHAREHOLDERS' EQUITY (DEFICIT)

Accrued expenses and other current liabilities

37,459

26,370

Related party receivables

34,199

Total current liabilities

216,135

168,240

Warrant liabilities

55,521

Total liabilities

459,548

487,147

Shareholders' Equity (Deficit)

Preferred stock, $0.01 par value, 26,000 shares authorized, no shares issued and outstanding

^[1]

Common stock, $0.01 par value, 300,000 shares authorized, 73,034 shares issued and outstanding at December 31, 2022; $0.00 par value, 39,389 shares authorized, 34,523 shares issued and outstanding at December 31, 2021

^[1]

750

345

Additional paid-in-capital

^[1]

342,664

60,628

Accumulated deficit

^[1]

(328,042)

(251,725)

Total shareholders' equity (deficit)

^[1]

(6,103)

12,018

11,729

^[1]

(175,998)

^[1]

$ (139,741)

$ (4,362)

Total Liabilities, Convertible Preferred Shares, Redeemable Units and Shareholders' Equity (Deficit)

^[1]

746,213

593,020

PARENT COMPANY ONLY

ASSETS

Cash and cash equivalents

1,020

Related party receivables

2,000

1,701

Total current assets

2,077

2,721

Deferred income taxes

1,032

Investment in consolidated subsidiaries

336,753

100,416

Total Assets

339,862

103,137

LIABILITIES, CONVERTIBLE PREFERRED SHARES, REDEEMABLE UNITS, AND SHAREHOLDERS' EQUITY (DEFICIT)

Accrued expenses and other current liabilities

Related party receivables

Total current liabilities

136

Warrant liabilities

55,521

Total liabilities

55,657

Shareholders' Equity (Deficit)

Preferred stock, $0.01 par value, 26,000 shares authorized, no shares issued and outstanding

750

345

Additional paid-in-capital

342,664

60,628

Accumulated deficit

(328,042)

(251,725)

Total shareholders' equity (deficit)

(6,103)

12,018

9,269

(178,734)

Total Liabilities, Convertible Preferred Shares, Redeemable Units and Shareholders' Equity (Deficit)

339,862

103,137

Series A Redeemable Common Equivalent Preferred Units

LIABILITIES, CONVERTIBLE PREFERRED SHARES, REDEEMABLE UNITS, AND SHAREHOLDERS' EQUITY (DEFICIT)

Series A Redeemable Common Equivalent Preferred Units | PARENT COMPANY ONLY

264,729

LIABILITIES, CONVERTIBLE PREFERRED SHARES, REDEEMABLE UNITS, AND SHAREHOLDERS' EQUITY (DEFICIT)

Series B Redeemable Common Equivalent Preferred Units

264,729

LIABILITIES, CONVERTIBLE PREFERRED SHARES, REDEEMABLE UNITS, AND SHAREHOLDERS' EQUITY (DEFICIT)

Series B Redeemable Common Equivalent Preferred Units | PARENT COMPANY ONLY

17,142

LIABILITIES, CONVERTIBLE PREFERRED SHARES, REDEEMABLE UNITS, AND SHAREHOLDERS' EQUITY (DEFICIT)

Series A Redeemable Common Equivalent Preferred Shares

17,142

LIABILITIES, CONVERTIBLE PREFERRED SHARES, REDEEMABLE UNITS, AND SHAREHOLDERS' EQUITY (DEFICIT)

Series A Redeemable Common Equivalent Preferred Shares | PARENT COMPANY ONLY

274,936

LIABILITIES, CONVERTIBLE PREFERRED SHARES, REDEEMABLE UNITS, AND SHAREHOLDERS' EQUITY (DEFICIT)

$ 274,936

[1]	(1) Retroactively adjusted for de-SPAC merger transaction as described in Note 4.

SCHEDULE I - PARENT COMPANY ONLY - CONDENSED BALANCE SHEETS (Details) - USD ($)	Dec. 31, 2022	Aug. 26, 2022	Dec. 31, 2021
Preferred Stock, Par Value	$ 0.01		$ 0.01
Preferred Stock, Authorized (in shares)	26,000,000		26,000,000
Preferred Stock, Shares Issued (in shares)	0		0
Preferred Stock, Shares outstanding (in shares)	0		0
Common units : Par Value (in dollars per unit)	$ 0.01		$ 0.00
Common stock, Shares Authorized (In shares)	300,000,000		39,389,000
Common stock, Shares Issued (In shares)	75,020,000		34,523,000
Common stock, Shares Outstanding (In shares)	75,020,000		34,523,000
PARENT COMPANY ONLY
Preferred Stock, Par Value	$ 0.01		$ 0.01
Preferred Stock, Authorized (in shares)	26,000,000		26,000,000
Preferred Stock, Shares Issued (in shares)	0		0
Preferred Stock, Shares outstanding (in shares)	0		0
Common units : Par Value (in dollars per unit)	$ 0.01		$ 0.00
Common stock, Shares Authorized (In shares)	300,000,000		39,389,000
Common stock, Shares Issued (In shares)	75,020,000		34,523,000
Common stock, Shares Outstanding (In shares)	75,020,000		34,523,000
Series A Preferred Shares
Redeemable Common Preferred Units Issued (in units)		23,587,952
Series A Redeemable Common Equivalent Preferred Units
Redeemable Common Preferred Units, Par Value (in dollars per unit)	$ 0.00		$ 0.00
Redeemable Common Preferred Units Authorized (in units)	222,150,000		222,150,000
Redeemable Common Preferred Units Issued (in units)	0		222,150,000
Redeemable Common Preferred Units Outstanding (in units)	0		222,150,000
Series A Redeemable Common Equivalent Preferred Units \| PARENT COMPANY ONLY
Redeemable Common Preferred Units, Par Value (in dollars per unit)	$ 0.00		$ 0.00
Redeemable Common Preferred Units Authorized (in units)	222,150,000		222,150,000
Redeemable Common Preferred Units Issued (in units)	0		222,150,000
Redeemable Common Preferred Units Outstanding (in units)	0		222,150,000
Series B Redeemable Common Equivalent Preferred Units
Redeemable Common Preferred Units, Par Value (in dollars per unit)	$ 0.00		$ 0.00
Redeemable Common Preferred Units Authorized (in units)	17,000,000		17,000,000
Redeemable Common Preferred Units Issued (in units)	0		17,000,000
Redeemable Common Preferred Units Outstanding (in units)	0		17,000,000
Series B Redeemable Common Equivalent Preferred Units \| PARENT COMPANY ONLY
Redeemable Common Preferred Units, Par Value (in dollars per unit)	$ 0.00		$ 0.00
Redeemable Common Preferred Units Authorized (in units)	17,000,000		17,000,000
Redeemable Common Preferred Units Issued (in units)	0		17,000,000
Redeemable Common Preferred Units Outstanding (in units)	0		17,000,000
Series A Redeemable Common Equivalent Preferred Shares [Member]
Redeemable Common Preferred Units, Par Value (in dollars per unit)	$ 0.01		$ 0.01
Redeemable Common Preferred Units Authorized (in units)	24,000,000		24,000,000
Redeemable Common Preferred Units Issued (in units)	23,588,000		23,588,000
Redeemable Common Preferred Units Outstanding (in units)	23,588,000		23,588,000
Temporary Equity, Liquidation Preference	$ 11.50		$ 11.50
Series A Redeemable Common Equivalent Preferred Shares [Member] \| PARENT COMPANY ONLY
Redeemable Common Preferred Units, Par Value (in dollars per unit)	$ 0.01		$ 0.01
Redeemable Common Preferred Units Authorized (in units)	24,000,000		24,000,000
Redeemable Common Preferred Units Issued (in units)	23,588,000		23,588,000
Redeemable Common Preferred Units Outstanding (in units)	23,588,000		23,588,000
Temporary Equity, Liquidation Preference	$ 11.50

SCHEDULE I - PARENT COMPANY ONLY - CONDENSED STATEMENT OF OPERATIONS (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Loss before income taxes	$ (55,350)	$ (24,676)	$ (146,410)
Income tax expense (benefit)	111	(3,368)	(17,545)
Net loss attributable to shareholders	(55,185)	(21,947)	(129,171)
Net loss attributable to common shareholders	(77,633)	(46,155)	(147,684)
PARENT COMPANY ONLY
Other (income) expense	(29,675)
Earnings (loss) from consolidated subsidiaries	(23,364)	(21,947)	(129,171)
Loss before income taxes	(53,039)	(21,947)	(129,171)
Income tax expense (benefit)	2,146
Net loss attributable to shareholders	(55,185)	(21,947)	(129,171)
Net loss attributable to common shareholders	$ (95,754)	$ (37,957)	$ (143,864)

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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