0001558370-23-018624 | 10-Q | XBRL Viewer

September 30, 2023

September 30, 2022

Weighted-average discount rate

Weighted-average remaining lease term

Organization and Description of Business	9 Months Ended
Sep. 30, 2023
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, non-commercial account, consumer packaged goods (“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. On August 26, 2022 (the “Closing Date”), 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 the Company (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 the Company (the “LLC Merger”, and together with the SPAC Merger, the “Mergers”). See Note 4 for additional disclosures related to the Transaction. On June 29, 2023, the Company entered into a subscription agreement (the “Subscription Agreement”) with HF Direct Investments Pool, LLC (the “HF Investor”), an affiliate of HF Capital, LLC, pursuant to which the Company agreed to sell and issue to the HF Investor and the HF Investor agreed to purchase from the Company 5,000,000 shares (the “HF Subscription Amount”) of Common Shares of the Company at a purchase price per share of $10.00 for aggregate gross proceeds to the Company of $50.0 million (such transaction, the “HF Investment”). On August 3, 2023, the HF Investment closed after the expiration of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. Additionally, on June 29, 2023 and July 18, 2023, the Company entered into definitive agreements with an affiliate of the Herbert Hunt family (the “Hunt Investor”) and the Arkansas Teacher Retirement System (the “ARTRS” and together with the Hunt Investor, the “Investors”), respectively, pursuant to which the Company agreed to sell and issue to the Investors and the Investors agreed to purchase from the Company a total of 5,000,000 Common Shares of the Company at a purchase price per share of $10.00 for aggregate gross proceeds to the Company of $50.0 million (such transactions the “PIPE Investments”). On August 3, 2023, the Company closed on the PIPE Investments. On July 24, 2023, affiliates of Brown Brothers Harriman & Co. (the “BBH Investors”) exercised preemptive rights (the “BBH Preemptive Rights”) to purchase approximately 1.9 million Common Shares at a purchase price per share of $10.00, under the terms of that certain Investor Rights Agreement, dated April 4, 2022, by and among the Company, the BBH Investors, and the other parties thereto. On August 7, 2023, the Company sold and issued the Common Shares to the BBH Investors, receiving aggregate gross proceeds of approximately $18.8 million.

Organization and Description of Business

9 Months Ended

Sep. 30, 2023

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, non-commercial account, consumer packaged goods (“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.

On August 26, 2022 (the “Closing Date”), 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 the Company (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 the Company (the “LLC Merger”, and together with the SPAC Merger, the “Mergers”). See Note 4 for additional disclosures related to the Transaction.

On June 29, 2023, the Company entered into a subscription agreement (the “Subscription Agreement”) with HF Direct Investments Pool, LLC (the “HF Investor”), an affiliate of HF Capital, LLC, pursuant to which the Company agreed to sell and issue to the HF Investor and the HF Investor agreed to purchase from the Company 5,000,000 shares (the “HF Subscription Amount”) of Common Shares of the Company at a purchase price per share of $10.00 for aggregate gross proceeds to the Company of $50.0 million (such transaction, the “HF Investment”). On August 3, 2023, the HF Investment closed after the expiration of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

Additionally, on June 29, 2023 and July 18, 2023, the Company entered into definitive agreements with an affiliate of the Herbert Hunt family (the “Hunt Investor”) and the Arkansas Teacher Retirement System (the “ARTRS” and together with the Hunt Investor, the “Investors”), respectively, pursuant to which the Company agreed to sell and issue to the Investors and the Investors agreed to purchase from the Company a total of 5,000,000 Common Shares of the Company at a purchase price per share of $10.00 for aggregate gross proceeds to the Company of $50.0 million (such transactions the “PIPE Investments”). On August 3, 2023, the Company closed on the PIPE Investments.

On July 24, 2023, affiliates of Brown Brothers Harriman & Co. (the “BBH Investors”) exercised preemptive rights (the “BBH Preemptive Rights”) to purchase approximately 1.9 million Common Shares at a purchase price per share of $10.00, under the terms of that certain Investor Rights Agreement, dated April 4, 2022, by and among the Company, the BBH Investors, and the other parties thereto. On August 7, 2023, the Company sold and issued the Common Shares to the BBH Investors, receiving aggregate gross proceeds of approximately $18.8 million.

Revenue - Contract Balances (Details) - USD ($) $ in Millions	Sep. 30, 2023	Dec. 31, 2022
Revenue
Capitalized contract costs	$ 0.0	$ 0.0
Accounts receivable
Revenue
Receivables from contracts with customers	$ 102.9	$ 104.7

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

Related Party Transactions (Tables)

9 Months Ended

Sep. 30, 2023

Related Party Transactions

Schedule of transactions with related parties


	Three Months Ended September 30,				Nine Months Ended September 30,
(Thousands)	2023		2022		2023		2022
Interest expense, net:
Brown Brothers Harriman		—		—		—		541
Wooster Capital, LLC		—		207		—		503
Jo Ellen Ford		—		33		—		139
Total	$	—	$	240	$	—	$	1,183

Goodwill (Tables)

9 Months Ended

Sep. 30, 2023

Goodwill

Schedule of changes in carrying amount of goodwill


	Beverage
(Thousands)	Solutions		Total
Balance at December 31, 2022
Goodwill	$	190,882	$	190,882
Accumulated impairment loss		(76,883)		(76,883)
		113,999		113,999
Changes during the period:
Acquisitions		2,025		2,025
Measurement period adjustments		329		329

Balance at September 30, 2023
Goodwill		193,236		193,236
Accumulated impairment loss		(76,883)		(76,883)
	$	116,353	$	116,353

- Definition

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

+ References

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+ Details

Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2023

Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

Note 3. Summary of Significant Accounting Policies

Use of Estimates

The preparation of consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, revenue 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 measurement, 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 and on various other assumptions that we believe to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ from the estimates and assumptions used in preparing the accompanying condensed consolidated financial statements.

Going Concern

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 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 proceeds from the equity issuance in August 2023, projected cash flow from operations and available borrowings under its Credit Agreement will be sufficient to fund operations for at least the next twelve months. However, during the three and nine months ended September 30, 2023, the Company recognized losses from operations of $5.4 million and $14.1 million, respectively, and negative cash flows from operations for the nine-month period ended September 30, 2023 of $75.1 million primarily resulting from lower than projected sales of roast and ground coffee. As a result of the lower than expected sales volumes, substantially driven by current overall market and industry conditions, the Company has reduced its full year projections. 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 raise additional capital, delay growth capital expenditures and/or reduce operating expenses, including headcount, salary and/or bonus reductions, all of which are in the Company’s control, as necessary, in order to have adequate liquidity and to remain in compliance with its debt covenants. The accompanying Condensed 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.

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 for the periods indicated was as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
(Thousands)	2023		2022		2023		2022
Balance at beginning of period	$	2,672	$	2,392	$	3,023	$	3,749
Charged to selling, general and administrative expense		629		364		278		1,286
Write-offs		—		(9)		—		(2,288)
Total	$	3,301	$	2,747	$	3,301	$	2,747

Inventories

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 Accounting Standards Codification (“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 Condensed Consolidated Statements of Operations. For the three and nine months ended September 30, 2023, we recognized $0.5 million of net unrealized losses and $0.6 million of net unrealized gains, respectively, on green coffee inventory associated with our forward sales and purchase contracts. For the three and nine months ended September 30, 2022, we recognized $0.6 million and $8.1 million of net unrealized losses, respectively, on green coffee inventory associated with our forward sales and purchase contracts.

Capitalized Interest

We capitalize a portion of interest costs incurred related to assets that require a period of time to get them ready for their intended use. The amount of interest capitalized is based on eligible expenditures incurred during the period involved in bringing the assets to their intended use and the Company’s weighted-average interest rate during the period. For the three and nine months ended September 30, 2023, we capitalized $1.0 million of interest costs.

Supply Chain Finance Program

The Company is party to a supply chain finance program (the “Program”) with a third-party financing provider to provide better working capital usage by deferring payments for certain raw materials. Under the Program, the financing provider remits payment to the Company’s suppliers for approved invoices, and the Company repays the financing provider the amount of the approved invoices, plus a financing charge, on 180-day terms. The Program is uncommitted and the financing provider may, at its sole discretion, cancel the Program at any time. The Company may request cancellation of the Program in whole or in respect of one or more approved suppliers. Due to the extension of payment terms beyond the original due date of approved invoices, obligations under the Program are recorded outside of accounts payable, within our supply chain finance program, on our Condensed Consolidated Balance Sheets. Amounts paid by the financing provider to suppliers are reported as cash inflows from financing activities and a corresponding cash outflow from operating activities in our Condensed Consolidated Statements of Cash Flows. Amounts paid to the financing provider are reflected as cash outflows from financing activities in our Condensed Consolidated Statements of Cash Flows. As of September 30, 2023, there were $67.5 million obligations outstanding under the Program. There were no such obligations outstanding as of December 31, 2022.


(Thousands)	September 30, 2023
Confirmed obligations outstanding at the beginning of the year	$	—
Invoices confirmed during the year		69,787
Confirmed invoices paid during the year		(2,321)
Confirmed obligations outstanding at the end of the quarter	$	67,466

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 Condensed 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 three and nine months ended September 30, 2023, the Company recognized $25.1 million and $18.8 million of gains, respectively, related to the change in fair value of warrant liabilities, which is recognized in other (income) expense in the Condensed Consolidated Statements of Operations. For the three and nine months ended September 30, 2022, the Company recognized $5.2 million of losses related to the change in fair value of warrant liabilities.

Equity Method Investments

The equity method of accounting is used for investments in entities, partnerships and similar interests in which we have significant influence but do not control. Under the equity method, we adjust our investment in unconsolidated entities for additional contributions made, distributions received and income or losses from our pro-rata share of these unconsolidated affiliates’ net income or loss. At September 30, 2023, we had a $0.5 million investment in one unconsolidated entity, which is recorded in other long-term assets on the Condensed Consolidated Balance Sheets.

Equity Investments

The Company holds strategic investments in other companies. These investments are accounted for under the measurement alternative described in Investments - Equity Securities (“ASC 321”) for equity investments that do not have readily determinable fair values. These investments are measured at cost, less impairment, if any. The Company does not exercise significant influence over these companies. These investments are recorded in other long-term assets on the Condensed Consolidated Balance Sheets. At September 30, 2023, the Company had an equity investment with a carrying value of approximately $1.0 million, for which there is no readily determinable fair value.

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.

The effective income tax rates for the nine months ended September 30, 2023 and 2022 were 18.7% and 13.0%, respectively. The Company’s effective tax rate for the current period differs from the federal statutory rate primarily due

to an increase in the valuation allowance against domestic deferred tax assets and permanent differences, including nontaxable income related to a change in the fair value of warrants. The effective tax rate for the nine months ended September 30, 2023 differs from the effective tax rate for the same period in 2022 primarily due to the increase in the valuation allowance and permanent differences, including nontaxable income related to a change in the fair value of warrants and executive compensation.

There were no changes to uncertain tax benefits during the nine months ended September 30, 2023, and the Company does not expect any significant changes to uncertain tax benefits within the next twelve months.

Recently adopted accounting pronouncements

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 roll forward information, which is effective for fiscal years beginning after December 15, 2023. Early adoption is permitted. The Company adopted the applicable amendments within ASU 2022-04 on a retrospective basis effective 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.

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, “Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers”, 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 (“ASC 606”), instead of at fair value on the acquisition date as previously required by ASC 805, Business Combinations (“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. ASU 2021-08 was effective for years beginning after December 15, 2022. The adoption of ASU 2021-08 did not have a significant impact on the Company’s financial position or results of operations.

Revenue - Revenue from Forward Contracts (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Derivatives
Net unrealized gains (losses)	$ 3,156	$ (2,802)	$ 4,679	$ (10,087)
Forward sales contracts
Derivatives
Net unrealized gains (losses)	(700)	7,300	400	7,300
Revenue	$ 42,400	$ 56,600	$ 101,600	$ 147,000

- Definition

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).

+ References

+ Details

- Definition

The net change in the difference between the fair value and the carrying value, or in the comparative fair values, of derivative instruments, including options, swaps, futures, and forward contracts, held at each balance sheet date, that was included in earnings for the period.

+ References + Details

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (Parenthetical) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022	Sep. 30, 2022	Dec. 31, 2021
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
Cash and cash equivalents	$ 44,407	$ 16,838	$ 90,984
Restricted cash	4,408	9,567	4,562
Total	$ 48,815	$ 26,405	$ 95,546	$ 22,870

Leases (Tables)

9 Months Ended

Sep. 30, 2023

Leases

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


		September 30,		December 31,
(Thousands)	Balance Sheet Location	2023		2022
Right-of-use operating lease assets	Operating lease right-of-use assets	$	14,496	$	11,090
Operating lease liabilities - current	Accrued expenses and other current liabilities		3,322		2,832
Operating lease liabilities - noncurrent	Other long-term liabilities		11,770		8,424

Schedule of components of lease costs


	Three Months Ended September 30,				Nine Months Ended September 30,
(Thousands)	2023		2022		2023		2022
Operating lease cost	$	1,179	$	878	$	3,609	$	1,720
Short-term lease cost		247		219		727		443
Total	$	1,426	$	1,097	$	4,336	$	2,163


	Nine Months Ended September 30,
(Thousands)	2023		2022
Operating cash flows from operating leases	$	3,195	$	844

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


(Thousands)
Remainder of 2023	$	1,039
2024		4,382
2025		3,277
2026		2,609
2027		2,589
Thereafter		4,239
Total future minimum lease payments		18,135
Less: imputed interest		(3,043)
Present value of minimum lease payments	$	15,092

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT) (Unaudited) - USD ($) shares in Thousands, $ 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, 2021	$ 345	$ 60,628	$ (251,725)	$ 12,018	$ 2,736	$ (175,998)
Balance at beginning of period (in shares) at Dec. 31, 2021	34,523
Net income (loss)			(23,585)		43	(23,542)
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	805				934
Issuance of common shares upon closing of de-SPAC merger transaction, net of issuance costs, net of $2,469 of taxes (see Note 4) (in shares)	12,868
Issuance of common shares related to PIPE financing	$ 206	205,694				205,900
Issuance of common shares related to PIPE financing (in shares)	20,590
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 shares)	2,500
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 shares)	2,220
Common Equivalent Preferred Unit dividends ($0.02 per unit)			(4,380)			(4,380)
Loss on extinguishment of Common Equivalent Preferred units			(2,870)			(2,870)
Other comprehensive income (loss)				(10,095)		(10,095)
Equity-based compensation	$ 3	1,181				1,184
Equity-based compensation (in shares)	333
Net share settlement of equity awards		(477)				(477)
Accumulating preferred dividends			(13,882)			(13,882)
Balance at end of period at Sep. 30, 2022	$ 730	316,537	(296,442)	1,923	2,779	25,527
Balance at end of period (in shares) at Sep. 30, 2022	73,034
Balance at beginning of period at Jun. 30, 2022	$ 348	60,627	(276,196)	4,724	2,801	(207,696)
Balance at beginning of period (in shares) at Jun. 30, 2022	34,856
Net income (loss)			(12,996)		(22)	(13,018)
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	805				934
Issuance of common shares upon closing of de-SPAC merger transaction, net of issuance costs, net of $2,469 of taxes (see Note 4) (in shares)	12,868
Issuance of common shares related to PIPE financing	$ 206	205,694				205,900
Issuance of common shares related to PIPE financing (in shares)	20,590
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 shares)	2,500
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 shares)	2,220
Common Equivalent Preferred Unit dividends ($0.02 per unit)			(4,380)			(4,380)
Loss on extinguishment of Common Equivalent Preferred units			(2,870)			(2,870)
Other comprehensive income (loss)				(2,801)		(2,801)
Equity-based compensation		705				705
Balance at end of period at Sep. 30, 2022	$ 730	316,537	(296,442)	1,923	2,779	25,527
Balance at end of period (in shares) at Sep. 30, 2022	73,034
Balance at beginning of period at Dec. 31, 2022	$ 750	342,664	(328,042)	(6,103)	2,460	11,729
Balance at beginning of period (in shares) at Dec. 31, 2022	75,020
Net income (loss)			(14,531)		15	(14,516)
Issuance of common shares related to conversion of Common Equivalent Preferred Units (see Note 4)	$ 119	117,648				117,767
Issuance of common shares related to conversion of Common Equivalent Preferred Units (see Note 4) (in shares)	11,877
Issuance of common shares related to acquisitions		446				446
Issuance of common shares related to acquisitions (in shares)	40
Issuance of common shares related to Public Warrant exercise	$ 2	3,142				3,144
Issuance of common shares related to Public Warrant exercise (in shares)	229
Issuance of common shares related to stock options exercised	$ 1	847				848
Issuance of common shares related to stock options exercised (in shares)	88
Issuance of common shares related to conversion of Series A Convertible Preferred Shares	$ 1	881				882
Issuance of common shares related to conversion of Series A Convertible Preferred Shares (in shares)	76
Issuance of common shares related to purchase of non-controlling interest	$ 1	474				(2,000)
Issuance of common shares related to purchase of non-controlling interest (in shares)	100
Issuance of common shares related to purchase of non-controlling interest					$ (2,475)
Accretion of Series A Convertible Preferred Shares		(249)				(249)
Other comprehensive income (loss)				4,806		4,806
Equity-based compensation	$ 6	6,291				6,297
Equity-based compensation (in shares)	609
Net share settlement of equity awards		(2,977)				(2,977)
Balance at end of period at Sep. 30, 2023	$ 880	469,167	(342,573)	(1,297)		126,177
Balance at end of period (in shares) at Sep. 30, 2023	88,039
Balance at beginning of period at Jun. 30, 2023	$ 757	348,714	(359,194)	(4,539)		(14,262)
Balance at beginning of period (in shares) at Jun. 30, 2023	75,728
Net income (loss)			16,621			16,621
Issuance of common shares related to conversion of Common Equivalent Preferred Units (see Note 4)	$ 119	117,648				117,767
Issuance of common shares related to conversion of Common Equivalent Preferred Units (see Note 4) (in shares)	11,877
Issuance of common shares related to stock options exercised	$ 1	785				786
Issuance of common shares related to stock options exercised (in shares)	82
Issuance of common shares related to conversion of Series A Convertible Preferred Shares		627				627
Issuance of common shares related to conversion of Series A Convertible Preferred Shares (in shares)	54
Accretion of Series A Convertible Preferred Shares		93				93
Other comprehensive income (loss)				3,242		3,242
Equity-based compensation	$ 3	2,436				2,439
Equity-based compensation (in shares)	298
Net share settlement of equity awards		(1,136)				(1,136)
Balance at end of period at Sep. 30, 2023	$ 880	$ 469,167	$ (342,573)	$ (1,297)		$ 126,177
Balance at end of period (in shares) at Sep. 30, 2023	88,039

Goodwill (Details) - USD ($) $ in Thousands	9 Months Ended
Goodwill (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022	Aug. 26, 2022
Changes in goodwill
Goodwill, Beginning balance	$ 113,999
Acquisitions	2,025
Measurement period adjustments	329
Goodwill, Ending balance	116,353
Goodwill, Impaired and Accumulated Impairment Loss
Gross goodwill	193,236	$ 190,882
Accumulated impairment loss	(76,883)	(76,883)
Goodwill	116,353	113,999	$ 0
Beverage Solutions
Changes in goodwill
Goodwill, Beginning balance	113,999
Acquisitions	2,025
Measurement period adjustments	329
Goodwill, Ending balance	116,353
Goodwill, Impaired and Accumulated Impairment Loss
Gross goodwill	193,236	190,882
Accumulated impairment loss	(76,883)	(76,883)
Goodwill	$ 116,353	$ 113,999

- Definition

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.

+ References + Details

De-SPAC Merger Transaction - Common Stock Warrants (Details)	Aug. 26, 2022 D $ / shares shares	Sep. 30, 2023 shares
Common Stock Warrants
Warrant to purchase each share	1
Warrant exercise price (in dollars per share) \| $ / shares	$ 11.50
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
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
Westrock Private Warrants \| Riverview
Common Stock Warrants
Warrants		5,373,954
Warrant to purchase each share		2,026,046

Basis of Presentation and Consolidation

9 Months Ended

Sep. 30, 2023

Basis of Presentation and Consolidation

Basis of Presentation and Consolidation

Note 2. Basis of Presentation and Consolidation

The accompanying Condensed 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. They do not include all the information and footnotes required by GAAP for complete financial statements. The Condensed 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 Condensed Consolidated Balance Sheet as of December 31, 2022 was derived from the audited financial statements, but does not include all disclosures required by GAAP.

On April 3, 2023, the Company purchased the remaining 15% of the equity interests of Falcon Coffees Limited (“Falcon”) that it did not previously own, resulting in Falcon becoming a wholly owned subsidiary of the Company. Aggregate consideration paid for the interest totaled $3.2 million and included $2.0 million in cash and 100,000 shares of common stock, par value $0.01 per share, of the Company (“Common Shares”). Due to the Company’s controlling financial interest in Falcon prior to the purchase, the transaction was accounted for as an equity transaction. For periods prior to April 3, 2023, equity interests not owned by us are reflected as non-controlling interests. In the Condensed 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. Falcon operates our trading business and is reported within our Sustainable Sourcing & Traceability segment.

The interim financial information is unaudited but, in the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for fair statement of results for the interim periods have been included. Operating results from any interim period are not necessarily indicative of the results that may be expected for the full fiscal year. The Condensed Consolidated Financial Statements and related notes should be read in conjunction with the audited December 31, 2022 consolidated financial statements and notes thereto included in our Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (“SEC”) on March 21, 2023. Accordingly, certain significant accounting policies and other disclosures normally provided have been omitted from the accompanying Condensed Consolidated Financial Statements and related notes since such items are disclosed in our audited financial statements.

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 Common Shares, (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 Company (the “Westrock Series A Preferred Shares”), automatically converted into 0.1086138208640 Common Shares if such Common Equivalent Preferred Unit was designated a Westrock 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 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.

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.

Reclassifications

Certain reclassifications of prior years’ amounts have been made to conform with the current period financial statements presentation. These reclassifications had no impact on prior years’ net income as previously reported.

De-SPAC Merger Transaction

9 Months Ended

Sep. 30, 2023

De-SPAC Merger Transaction

De-SPAC Merger Transaction

Note 4. De-SPAC Merger Transaction

On the Closing Date, 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 outstanding immediately prior to Closing) from common stock PIPE investments, issued 20,590,000 Common Shares to the PIPE investors (which share amount excludes the conversion of the related party notes), 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.

Prior to the Closing, the Company’s ownership interests consisted of two classes of equity, referred to as Common Units and Common Equivalent Preferred Units. At inception, each Common Equivalent Preferred 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 Common Equivalent Preferred Unit (the “Common Equivalent Preferred Unit Liquidation Preference”). 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 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.

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 shareholders, Riverview provided an opportunity for its shareholders 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. 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 equity holders 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 Condensed 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.

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 Condensed 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 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 liquidation. 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.

If and when the Westrock Public Warrants become redeemable by Westrock, Westrock may exercise its redemption right even if Westrock is unable to register or qualify the underlying securities for sale under all applicable state securities laws.

The Westrock Private Warrants, which were initially held by Riverview Sponsor Partners, LLC (the “Riverview Sponsor”), 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. Furthermore, the Riverview Sponsor, or its permitted transferees, have the option to exercise the Westrock Private Warrants on a cashless basis. During the quarter ended September 30, 2023, the Riverview Sponsor transferred ownership of its Westrock Private Warrants. At September 30, 2023, 2,026,046 warrants are held by permitted transferees and retain the rights of the Westrock Private Warrants described above, while 5,373,954 warrants are now redeemable by Westrock and exercisable by the holders on the same basis as the Westrock Public Warrants.

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Sep. 30, 2023
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Leases - Schedule of amount of right-of-use lease assets and lease liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Right-of-use lease assets and lease liabilities
Right-of-use operating lease assets	$ 14,496	$ 11,090
Operating lease liabilities - current	$ 3,322	$ 2,832
Operating lease liabilities - current, Balance sheet location	Accrued expenses and other current liabilities	Accrued expenses and other current liabilities
Operating lease liabilities - noncurrent	$ 11,770	$ 8,424
Operating lease liabilities - noncurrent, Balance sheet location	Other long-term liabilities	Other long-term liabilities

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - USD ($) shares in Thousands	Sep. 30, 2023	Dec. 31, 2022
Allowance for credit loss	$ 3,301,000	$ 3,023,000
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 stock, Par Value (in dollars per share)	$ 0.01	$ 0.01
Common stock, Shares Authorized (In shares)	300,000	300,000
Common stock, Shares Issued (In shares)	88,039	75,020
Common stock, Shares Outstanding (In shares)	88,039	75,020
Series A Redeemable Common Equivalent Preferred Shares [Member]
Redeemable Common Preferred Shares, Par Value (in dollars per share)	$ 0.01	$ 0.01
Redeemable Common Preferred Shares, Authorized (in shares)	24,000	24,000
Redeemable Common Preferred Shares, Issued (in shares)	23,512	23,588
Redeemable Common Preferred Shares, Outstanding (in shares)	23,512	23,588
Temporary Equity, Liquidation Preference	$ 11.50	$ 11.50

Related Party Transactions

9 Months Ended

Sep. 30, 2023

Related Party Transactions

Related Party Transactions

Note 21. Related Party Transactions

Prior to the Conversion, the Company had subordinated debt issued to Wooster Capital, LLC, which is owned and controlled by our co-founder and Chairman, Joe T. Ford, and the estate of Jo Ellen Ford, who have or had ownership in the Company. During 2022, Brown Brothers Harriman & Co., which is a holder of Westrock Series A Preferred Shares and participant of the August 2023 equity issuance, and prior to the Conversion was a holder of Westrock Series A and Series B Preferred Units, participated in Falcon’s working capital trade finance facility. As such, these persons and entities are deemed related parties.

The Consolidated Financial Statements reflect the following transactions with related parties:


	Three Months Ended September 30,				Nine Months Ended September 30,
(Thousands)	2023		2022		2023		2022
Interest expense, net:
Brown Brothers Harriman		—		—		—		541
Wooster Capital, LLC		—		207		—		503
Jo Ellen Ford		—		33		—		139
Total	$	—	$	240	$	—	$	1,183

In connection with the acquisition of S&D Coffee, Inc. in February 2020, the Company entered into a Management Services Agreement with Westrock Group, LLC (“Westrock Group”), whose controlling manager and controlling member, Greenbrier Holdings, LLC, is owned and controlled by our co-founder and Chief Executive Officer Scott Ford. Under the terms of the agreement, which expired in February 2023, Westrock Group was 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 Condensed Consolidated Statements of Operations. The Company recognized no expenses and $0.6 million of such expenses during the three and nine months ended September 30, 2023, respectively, and $0.8 million and $2.5 million of such expenses during the three and nine months ended September 30, 2022, respectively. In addition, the Company reimburses Westrock Group for the usage of a corporate aircraft, and its portion of shared administrative expenses. For the three and nine months ended September 30, 2023, the Company recognized expenses of $0.5 million and $1.3 million, respectively, for such items, which are recorded in selling, general and administrative expenses in our Condensed Consolidated Statements of Operations. For the three and nine months ended September 30, 2022, the Company recognized expenses of $0.3 million and $1.0 million, respectively, for such items. At September 30, 2023 and December 31, 2022, we had no amounts payable to Westrock Group.

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-2

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-5

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-6

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(g)(3))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(c))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(e))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-URI https://asc.fasb.org//850/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
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-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-6

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

+ Details

Revenue (Tables)

9 Months Ended

Sep. 30, 2023

Revenue

Schedule of disaggregation of revenues by product type and geographic area


	Three Months Ended September 30,				Nine Months Ended September 30,
(Thousands)	2023		2022		2023		2022
Coffee & tea	$	131,819	$	146,689	$	425,241	$	408,914
Flavors, extracts & ingredients		44,332		26,107		121,999		81,448
Other		667		690		506		2,350
Green coffee		42,794		56,822		102,002		147,437
Net sales	$	219,612	$	230,308	$	649,748	$	640,149


	Three Months Ended September 30,				Nine Months Ended September 30,
(Thousands)	2023		2022		2023		2022
United States	$	184,280	$	181,789	$	562,942	$	515,742
All other countries		35,332		48,519		86,806		124,407
Net sales	$	219,612	$	230,308	$	649,748	$	640,149

Leases - Schedule of components of lease costs (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Lease Cost
Operating lease cost	$ 1,179	$ 878	$ 3,609	$ 1,720
Short-term lease cost	247	219	727	443
Total	$ 1,426	$ 1,097	$ 4,336	$ 2,163

Commitments and Contingencies (Details) $ in Millions	Sep. 30, 2023 USD ($)
Commitments and Contingencies.
Purchase obligations	$ 234.0
Repurchase agreement liability	$ 6.0

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT) (Unaudited) (Parenthetical) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2022	Jun. 30, 2023
Net issuance cost, taxes	$ 2,469	$ 2,469
Common equivalent preferred dividends ($0.02 per unit)	$ 0.02	$ 0.02
Correction Other \| Reclassification Adjustment
Common stock			$ (3)
Additional paid-in-capital			$ 3

Related Party Transactions - Transactions with related party (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Related Party Transactions
Other long-term liabilities	$ 13,879		$ 13,879		$ 11,035
Interest expense, net	$ 7,803	$ 13,404	$ 21,216	$ 30,265
Related Party
Related Party Transactions
Interest expense, net		240		1,183
Related Party \| Brown Brothers Harriman
Related Party Transactions
Interest expense, net				541
Related Party \| Wooster Capital, LLC
Related Party Transactions
Interest expense, net		207		503
Related Party \| Jo Ellen Ford
Related Party Transactions
Interest expense, net		$ 33		$ 139

- Definition

Amount of the cost of borrowed funds accounted for as interest expense.

+ References + Details

Fair Value Measurements - Change in Fair Value (Details) - Level 3 - Westrock Private Warrants $ in Thousands	9 Months Ended
	Sep. 30, 2023 USD ($)
Fair Value Measurements
Fair value as of beginning	$ 28,342
Transfer out of Level 3	(18,916)
Change in fair value	(5,090)
Fair value as of ending	$ 4,336

Inventories

9 Months Ended

Sep. 30, 2023

Inventories

Inventories

Note 7. Inventories

The following table summarizes inventories as of September 30, 2023 and December 31, 2022:


(Thousands)	September 30, 2023		December 31, 2022
Raw materials	$	81,081	$	66,925
Finished goods		30,205		21,232
Green coffee		50,060		57,679
Total inventories	$	161,346	$	145,836

Green coffee inventories represent green coffee held for resale. At September 30, 2023 and December 31, 2022, all green coffee held for resale was included within our Sustainable Sourcing & Traceability segment.

Summary of Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2023

Summary of Significant Accounting Policies

Use of Estimates

Use of Estimates

Going Concern

Going Concern

Accounts Receivable and Allowance for Credit Losses

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 for the periods indicated was as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
(Thousands)	2023		2022		2023		2022
Balance at beginning of period	$	2,672	$	2,392	$	3,023	$	3,749
Charged to selling, general and administrative expense		629		364		278		1,286
Write-offs		—		(9)		—		(2,288)
Total	$	3,301	$	2,747	$	3,301	$	2,747

Inventories

Inventories

Capitalized Interest

Capitalized Interest

Supply Chain Finance Program

Supply Chain Finance Program


(Thousands)	September 30, 2023
Confirmed obligations outstanding at the beginning of the year	$	—
Invoices confirmed during the year		69,787
Confirmed invoices paid during the year		(2,321)
Confirmed obligations outstanding at the end of the quarter	$	67,466

Warrant Liabilities

Warrant Liabilities

Equity Method Investments

Equity Method Investments

Equity Investments

Equity Investments

Income Taxes

Recently adopted accounting pronouncements

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

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

Leases - Schedule of weighted average discount rate and remaining lease term (Details)	Sep. 30, 2023	Sep. 30, 2022
Leases
Weighted-average discount rate	8.00%	8.50%
Weighted-average remaining lease term	5 years 1 month 6 days	5 years

Acquisitions (Tables) - Kohana Coffee, LLC

9 Months Ended

Sep. 30, 2023

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		17,275
Intangible assets		11,718
Accounts payable and accrued liabilities		(2,247)
Total	$	39,117

Document and Entity Information - shares	9 Months Ended
Document and Entity Information - shares	Sep. 30, 2023	Nov. 03, 2023
Document Information
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2023
Document Transition Report	false
Entity File Number	001-41485
Entity Registrant Name	WESTROCK COFFEE COMPANY
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	80-0977200
Entity Address, Address Line One	4009 N. Rodney Parham Road, 3rd Floor
Entity Address, City or Town	Little Rock
Entity Address State Or Province	AR
Entity Address, Postal Zip Code	72212
City Area Code	501
Local Phone Number	918-9358
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		88,039,184
Entity Central Index Key	0001806347
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q3
Amendment Flag	false
Common Stock
Document Information
Title of 12(b) Security	Shares of common stock, par value $0.01 per share
Trading Symbol	WEST
Security Exchange Name	NASDAQ
Public Warrants
Document Information
Title of 12(b) Security	Warrants, each whole warrant exercisable for one share of common stock, par value $0.01 per share
Trading Symbol	WESTW
Security Exchange Name	NASDAQ

Related Party Transactions - Other (Details) - USD ($)	1 Months Ended	3 Months Ended		9 Months Ended
Related Party Transactions - Other (Details) - USD ($)	Feb. 29, 2020	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Related Party Transactions
Expenses incurred		$ 37,050,000	$ 31,223,000	$ 105,275,000	$ 101,332,000
Related Party
Related Party Transactions
Expenses incurred		0	800,000	600,000	2,500,000
Related Party \| Westrock Group, LLC
Related Party Transactions
Expenses incurred	$ 10,000,000.0	500,000	$ 300,000	1,300,000	$ 1,000,000.0
Related Party \| Accrued expenses and other current liabilities \| Westrock Group, LLC
Related Party Transactions
Short-term related party debt		$ 0		$ 0		$ 0

Derivatives

9 Months Ended

Sep. 30, 2023

Derivatives

Derivatives

Note 14. Derivatives

We record all derivatives, whether designated in a hedging relationship or not, at fair value on the Condensed 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 not been designated and for which hedge accounting is not applied, are recorded in the same line item in our Condensed 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 accumulated other comprehensive income (loss) (“AOCI”) and are reclassified into the line item in the Condensed 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 nine months ended September 30, 2023 or 2022.

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 16.5 million pounds and 29.2 million pounds as of September 30, 2023 and December 31, 2022, respectively. During the three and nine months ended September 30, 2023, the Company purchased coffee futures contracts and coffee options contracts under our cash flow hedging program with aggregate notional amounts of 30.3 million pounds and 53.9 million pounds, respectively. During the three and nine months ended September 30, 2022, the Company purchased coffee futures contracts and coffee options contracts under our cash flow hedging program with aggregate notional amounts of 8.8 million pounds and 57.0 million pounds, respectively.

Approximately $3.1 million and $5.2 million of net realized losses, representing the effective portion of the cash flow hedge, were subsequently reclassified from AOCI to earnings and recognized in costs of sales in the Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2023, respectively. Approximately $4.3 million and $11.1 million of net realized gains, representing the effective portion of the cash flow hedge, were subsequently reclassified from AOCI to earnings and recognized in costs of sales in the Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2022, respectively. As of September 30, 2023, the estimated amount of net losses reported in AOCI that is expected to be reclassified to the Condensed Consolidated Statements of Operations within the next twelve months is $0.1 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 Condensed Consolidated Balance Sheets are set forth below:


(Thousands)	Balance Sheet Location	September 30, 2023		December 31, 2022
Derivative assets not designated as cash flow hedging instruments:
Forward purchase and sales contracts	Derivative assets	$	15,159	$	15,053
Total derivative assets		$	15,159	$	15,053

Derivative liabilities designated as cash flow hedging instruments:
Coffee futures contracts⁽¹⁾	Derivative liabilities	$	1,136	$	3,334
Total		$	1,136	$	3,334

Derivative liabilities not designated as cash flow hedging instruments:
Forward purchase and sales contracts	Derivative liabilities	$	3,962	$	4,258
Total derivative liabilities		$	5,098	$	7,592

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 for the three and nine months ended September 30, 2023 and 2022, respectively:


		Three Months Ended September 30,				Nine Months Ended September 30,
(Thousands)	Statement of Operations Location	2023		2022		2023		2022
Derivative assets designated as cash flow hedging instruments:
Net realized gains (losses) on coffee derivatives	Costs of sales	$	(3,147)	$	4,267	$	(5,234)	$	11,098

Derivative assets and liabilities not designated as cash flow hedging instruments:
Net unrealized gains (losses) on forward sales and purchase contracts	Costs of sales	$	(669)	$	29	$	402	$	7,266

Intangible Assets, Net (Tables)

9 Months Ended

Sep. 30, 2023

Intangible Assets, Net

Schedule of intangible assets


	September 30, 2023
			Accumulated
(Thousands)	Cost		Amortization		Net
Customer relationships	$	148,648	$	(24,560)	$	124,088
Favorable lease asset		790		(345)		445
Software		1,058		(529)		529
Intangible assets, net	$	150,496	$	(25,434)	$	125,062


	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

Derivatives - Other (Details) lb in Millions, $ in Millions	3 Months Ended		9 Months Ended		12 Months Ended
Derivatives - Other (Details) lb in Millions, $ in Millions	Sep. 30, 2023 USD ($) lb	Sep. 30, 2022 USD ($) lb	Sep. 30, 2023 USD ($) lb	Sep. 30, 2022 USD ($) lb	Dec. 31, 2022 lb
Derivatives
Net gains reported in AOCI expected to be reclassified \| $			$ (0.1)
Cash flow hedging
Derivatives
Net gains reported in AOCI expected to be reclassified \| $	$ (3.1)	$ 4.3	$ 5.2	$ 11.1
Coffee futures contracts \| Cash flow hedging
Derivatives
Notional amount of derivative purchased \| lb	30.3	8.8	53.9	57.0
Coffee futures contracts \| Designated as hedges \| Cash flow hedging
Derivatives
Derivative notional amount \| lb			16.5		29.2

Intangible Assets, Net (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
Intangible Assets, Net (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Intangible Assets, Net
Cost	$ 150,496		$ 150,496		$ 150,277
Accumulated Amortization	(25,434)		(25,434)		(19,391)
Net	125,062		125,062		130,886
Amortization expenses	$ 2,000	$ 1,700	$ 6,000	$ 5,000
Useful life	20 years		20 years
Customer relationships
Intangible Assets, Net
Cost	$ 148,648		$ 148,648		148,648
Accumulated Amortization	(24,560)		(24,560)		(18,778)
Net	124,088		124,088		129,870
Favorable lease assets
Intangible Assets, Net
Cost	790		790		710
Accumulated Amortization	(345)		(345)		(140)
Net	445		445		570
Software
Intangible Assets, Net
Cost	1,058		1,058		919
Accumulated Amortization	(529)		(529)		(473)
Net	$ 529		$ 529		$ 446

Equity-Based Compensation - Narrative (Details) - Restricted common units $ in Millions	3 Months Ended	9 Months Ended
	Sep. 30, 2023 USD ($) shares	Sep. 30, 2023 USD ($) shares
Share-Based Compensation Arrangement by Share-Based Payment Award
Units granted (in shares)		1,266,935
Shares available for future issuance	2,300,000	2,300,000
Employee
Share-Based Compensation Arrangement by Share-Based Payment Award
Units granted (in shares)	100,000	1,300,000
Units granted (in value) \| $	$ 1.0	$ 15.0
Vesting period		3 years

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 35
-Paragraph 1D
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480483/718-10-35-1D

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 24: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (f)(2)(i)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 25: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
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-Paragraph 2
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-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 26: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (f)(2)(iii)
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-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 27: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (f)(2)(iv)
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Reference 28: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

+ Details

Property, Plant and Equipment, Net

9 Months Ended

Sep. 30, 2023

Property, Plant and Equipment, Net

Property, Plant and Equipment, Net

Note 8. Property, Plant and Equipment, Net

The following table summarizes property, plant and equipment, net as of September 30, 2023 and December 31, 2022:


(Thousands)	Depreciable Lives	September 30, 2023		December 31, 2022
Land		$	8,840	$	9,052
Buildings⁽⁴⁾	10-40 years		35,956		35,499
Leasehold improvements⁽¹⁾			9,452		1,651
Plant equipment⁽⁴⁾	3-15 years		110,973		107,215
Vehicles and transportation equipment	3-5 years		676		700
IT systems	3-7 years		7,510		3,053
Furniture and fixtures⁽⁴⁾	3-10 years		3,160		3,068
Customer beverage equipment⁽²⁾	3-5 years		24,163		21,930
Lease right-of-use assets⁽³⁾			51		36
Construction in progress and equipment deposits⁽⁴⁾			164,429		70,004
			365,210		252,208
Less: accumulated depreciation			(77,447)		(67,002)
Property, plant and equipment, net		$	287,763	$	185,206

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.

4 - We identified a $10.1 million classification error in the disclosure of buildings, plant equipment, furniture and fixtures, and construction in progress and equipment deposits for the year ended December 31, 2022. Amounts presented above reflect the corrected amounts.

Depreciation expense for the three and nine months ended September 30, 2023 was $4.4 million and $12.4 million, respectively, and depreciation expense for the three and nine months ended September 30, 2022 was $4.1 million and $12.7 million, respectively. Assets classified as construction in progress and equipment deposits are not depreciated, as they are not ready for production use. All assets classified as construction in progress and equipment deposits at September 30, 2023 are expected to be in production use.

Acquisitions - Total consideration (Details) - Kohana Coffee, LLC $ in Thousands	Nov. 14, 2022 USD ($)
Business Acquisition
Cash consideration	$ 15,682
Fair Value of stock consideration	23,435
Total Consideration	$ 39,117

Leases - Schedule of supplemental cashflow information (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2023 USD ($) lease	Sep. 30, 2022 USD ($)
Leases
Operating cash flows from operating leases	$ 3,195	$ 844
Right-of-use operating lease assets in exchange for lease obligations	$ 6,000
Number of material finance lease \| lease	0

Intangible Assets, Net

9 Months Ended

Sep. 30, 2023

Intangible Assets, Net

Intangible Assets, Net

Note 10. Intangible Assets, Net

The following table summarizes intangible assets, net as of September 30, 2023 and December 31, 2022:


	September 30, 2023
			Accumulated
(Thousands)	Cost		Amortization		Net
Customer relationships	$	148,648	$	(24,560)	$	124,088
Favorable lease asset		790		(345)		445
Software		1,058		(529)		529
Intangible assets, net	$	150,496	$	(25,434)	$	125,062


	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

Amortization expense of intangible assets was $2.0 million and $6.0 million for the three and nine months ended September 30, 2023, respectively, and amortization expense of intangible assets was $1.7 million and $5.0 million for the three and nine months ended September 30, 2022, respectively. As of September 30, 2023, the weighted average useful life for definite-lived intangibles is approximately 20 years.

Summary of Significant Accounting Policies (Tables)

9 Months Ended

Sep. 30, 2023

Summary of Significant Accounting Policies

Schedule of activity in allowance of credit losses


	Three Months Ended September 30,				Nine Months Ended September 30,
(Thousands)	2023		2022		2023		2022
Balance at beginning of period	$	2,672	$	2,392	$	3,023	$	3,749
Charged to selling, general and administrative expense		629		364		278		1,286
Write-offs		—		(9)		—		(2,288)
Total	$	3,301	$	2,747	$	3,301	$	2,747

Schedule of contractual obligation


(Thousands)	September 30, 2023
Confirmed obligations outstanding at the beginning of the year	$	—
Invoices confirmed during the year		69,787
Confirmed invoices paid during the year		(2,321)
Confirmed obligations outstanding at the end of the quarter	$	67,466

Accumulated Other Comprehensive Income (Loss)

9 Months Ended

Sep. 30, 2023

Accumulated Other Comprehensive Income (Loss)

Accumulated Other Comprehensive Income (Loss)

Note 16. Accumulated Other Comprehensive Income (Loss)

Changes in accumulated other comprehensive income (loss), net of tax by component for the three and nine months ended September 30, 2023 and 2022 is as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
(Thousands)	2023		2022		2023		2022
Cash flow hedge changes in fair value gain (loss):
Balance at beginning of period	$	(4,832)	$	4,474	$	(6,355)	$	11,759
Other comprehensive income (loss) before reclassifications		(97)		555		1,049		(2,245)
Amounts reclassified from accumulated comprehensive income		3,147		(4,267)		5,234		(11,098)
Tax effect		106		910		(1,604)		3,256
Net other comprehensive income		(1,676)		1,672		(1,676)		1,672
Less: Other comprehensive income attributable to non-controlling interests		—		—		—		—
Balance at end of period		(1,676)		1,672		(1,676)		1,672
Foreign currency translation gain
Balance at beginning of period		293		250		252		259
Other comprehensive income (loss) before reclassifications		86		1		127		(8)
Amounts reclassified from accumulated comprehensive income		—		—		—		—
Tax effect		—		—		—		—
Net other comprehensive income		379		251		379		251
Less: Other comprehensive income attributable to non-controlling interests		—		—		—		—
Balance at end of period		379		251		379		251
Accumulated other comprehensive income (loss) at end of period	$	(1,297)	$	1,923	$	(1,297)	$	1,923

Equity-Based Compensation

9 Months Ended

Sep. 30, 2023

Equity-Based Compensation

Equity-Based Compensation

Note 17. Equity-Based Compensation

During the three and nine months ended September 30, 2023, the Company granted 0.1 million and 1.3 million restricted stock units (“RSUs”), respectively, under the Westrock Coffee Company 2022 Equity Incentive Plan (the “2022 Equity Plan”). The RSUs had a grant date fair value of $1.0 million and $15.0 million, respectively, which was calculated using the closing price of the 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. As of September 30, 2023, there were 2.3 million shares available for future issuance under the 2022 Equity Plan.

The following table sets forth the RSU activity under the 2022 Equity Plan for the nine months ended September 30, 2023.


		Average Fair
	Units	Market Value
Outstanding at December 31, 2022	1,127,000	$	11.49
Granted	1,266,935		11.82
Forfeited	(79,052)		11.64
Vested	(404,371)		11.51
Outstanding at September 30, 2023	1,910,512	$	11.70

Acquisitions

9 Months Ended

Sep. 30, 2023

Acquisitions

Acquisitions

Note 6. Acquisitions

Bixby Roasting Co.

On February 28, 2023, the Company completed the acquisition of substantially all of the assets of Bixby Roasting Co. (“Bixby”), a specialty-grade roaster that is a leader in the emerging influencer-led brand space. The transaction is accounted for as a business combination in accordance with ASC 805. Aggregate consideration paid for Bixby included 39,778 Common Shares and approximately $2.2 million in cash, for total consideration of $2.6 million, subject to customary adjustments. Net assets acquired totaled approximately $0.7 million. The acquisition allows the Company to continue to expand its product marketing and development resources as it capitalizes on shifting consumer consumption trends. The acquisition includes Bixby’s roasting facility in Los Angeles, California. The acquisition was recorded by allocating the costs of the assets acquired and liabilities assumed, which consisted of accounts receivable, inventory, property, plant and equipment, and accounts payable, based on their estimated fair values at the acquisition date. The excess of the cost of the acquisition over the fair value of the net assets acquired is recorded as goodwill. The Company finalized its purchase price allocation during the second quarter of 2023, recognizing approximately $2.0 million of goodwill, which is deductible for tax purposes, within our Beverage Solutions segment. The financial results of Bixby are included in the Beverage Solutions segment from the date of acquisition and were not material, individually or in the aggregate, to our results of operations and therefore, pro forma financial information has not been presented.

Kohana Coffee, LLC

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


(Thousands)	Acquired Value
Cash and cash equivalents	$	797
Accounts receivable		881
Inventory		2,306
Property, plant and equipment		8,387
Goodwill		17,275
Intangible assets		11,718
Accounts payable and accrued liabilities		(2,247)
Total	$	39,117

The above purchase price allocation was finalized during the second quarter of 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.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Cash flows from operating activities:
Net income (loss)	$ (14,516)	$ (23,542)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization	18,419	17,782
Equity-based compensation	6,297	1,184
Paid-in-kind interest added to debt principal		295
Provision for credit losses	278	1,286
Amortization of deferred financing fees included in interest expense, net	1,560	1,350
Write-off of unamortized deferred financing fees		4,296
Loss on debt extinguishment		1,580
Loss on disposal of property, plant and equipment	1,145	748
Mark-to-market adjustments	(1,045)	793
Change in fair value of warrant liabilities	(18,833)	5,215
Foreign currency transactions	1,481	355
Deferred income tax (benefit) expense	(3,331)	(3,511)
Other	1,443
Change in operating assets and liabilities:
Accounts receivable	1,993	(13,891)
Inventories	(14,153)	(61,180)
Derivative assets and liabilities	4,090	(14,661)
Prepaid expense and other assets	(8,469)	(14,944)
Accounts payable	(50,254)	29,834
Accrued liabilities and other	(1,236)	7,477
Net cash used in operating activities	(75,131)	(59,534)
Cash flows from investing activities:
Additions to property, plant and equipment	(121,545)	(22,966)
Additions to intangible assets	(147)	(135)
Acquisition of business, net of cash acquired	(2,392)
Acquisition of equity method investments and non-marketable securities	(1,385)
Proceeds from sale of property, plant and equipment	198	3,300
Net cash used in investing activities	(125,271)	(19,801)
Cash flows from financing activities:
Payments on debt	(170,522)	(407,384)
Proceeds from debt	221,509	319,100
Proceeds from supply chain financing program	69,787
Payments on supply chain financing program	(2,321)
Proceeds from related party debt		11,700
Debt extinguishment costs		(1,580)
Payment of debt issuance costs	(3,023)	(6,007)
Proceeds from de-SPAC merger and PIPE financing		255,737
Proceeds from common equity issuance	118,767
Payment of common equity issuance costs	(1,000)	(24,220)
Payment of preferred equity issuance costs		(1,250)
Net proceeds from (repayments of) repurchase agreements	(8,553)	10,951
Proceeds from exercise of stock options	848
Proceeds from exercise of Public Warrants	2,632
Common equivalent preferred dividends		(4,380)
Payment for purchase of non-controlling interest	(2,000)
Payment for taxes for net share settlement of equity awards	(2,977)	(477)
Net cash provided by financing activities	223,147	152,190
Effect of exchange rate changes on cash	(335)	(179)
Net increase in cash and cash equivalents and restricted cash	22,410	72,676
Cash and cash equivalents and restricted cash at beginning of period	26,405	22,870
Cash and cash equivalents and restricted cash at end of period	48,815	95,546
Supplemental non-cash investing and financing activities:
Property, plant and equipment acquired but not yet paid	4,441	596
Issuance of common shares related to Public Warrant exercise	3,144
Issuance of common shares related to restricted stock units vesting	3,320
Issuance of common shares related to acquisitions	446
Issuance of common shares related to conversion of Series A Preferred Shares	882	24,214
Issuance of common shares related to purchase of non-controlling interest	475
Accretion of convertible preferred shares	249
Accumulating preferred dividends		13,882
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	$ 882	24,214
Related party debt exchanged for common shares		25,000
Loss on extinguishment of Common Equivalent Preferred Units		$ 2,870

Summary of Significant Accounting Policies - Other (Details)		3 Months Ended		9 Months Ended
	Mar. 02, 2023 item	Sep. 30, 2023 USD ($)	Sep. 30, 2022 USD ($)	Sep. 30, 2023 USD ($)	Sep. 30, 2022 USD ($)	Dec. 31, 2022 USD ($)
Summary of Significant Accounting Policies
Unrealized gain (loss) on derivative instruments		$ 3,156,000	$ (2,802,000)	$ 4,679,000	$ (10,087,000)
Capitalized interest costs				1,000,000.0
Credit period under the supplier finance program	180 days
Number of approved suppliers \| item	1
Contractual Obligation		67,466,000		67,466,000		$ 0
Gains/Losses related to changes in fair value of warrant liabilities		(25,105,000)	5,215,000	(18,833,000)	5,215,000
Equity method investment		500,000		500,000
Equity investment		1,000,000.0		1,000,000.0
loss from operations		(5,369,000)	5,498,000	(14,061,000)	7,642,000
Net cash used in operating activities				(75,131,000)	(59,534,000)
Green coffee associated with forward contracts
Summary of Significant Accounting Policies
Unrealized gain (loss) on derivative instruments		$ 500,000	$ (600,000)	$ 600,000	$ (8,100,000)

Accumulated Other Comprehensive Income (Loss) (Tables)

9 Months Ended

Sep. 30, 2023

Accumulated Other Comprehensive Income (Loss)

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


	Three Months Ended September 30,				Nine Months Ended September 30,
(Thousands)	2023		2022		2023		2022
Cash flow hedge changes in fair value gain (loss):
Balance at beginning of period	$	(4,832)	$	4,474	$	(6,355)	$	11,759
Other comprehensive income (loss) before reclassifications		(97)		555		1,049		(2,245)
Amounts reclassified from accumulated comprehensive income		3,147		(4,267)		5,234		(11,098)
Tax effect		106		910		(1,604)		3,256
Net other comprehensive income		(1,676)		1,672		(1,676)		1,672
Less: Other comprehensive income attributable to non-controlling interests		—		—		—		—
Balance at end of period		(1,676)		1,672		(1,676)		1,672
Foreign currency translation gain
Balance at beginning of period		293		250		252		259
Other comprehensive income (loss) before reclassifications		86		1		127		(8)
Amounts reclassified from accumulated comprehensive income		—		—		—		—
Tax effect		—		—		—		—
Net other comprehensive income		379		251		379		251
Less: Other comprehensive income attributable to non-controlling interests		—		—		—		—
Balance at end of period		379		251		379		251
Accumulated other comprehensive income (loss) at end of period	$	(1,297)	$	1,923	$	(1,297)	$	1,923

Debt (Tables)

9 Months Ended

Sep. 30, 2023

Debt

Summary of long-term debt


(Thousands)	September 30, 2023		December 31, 2022
Term loan facility	$	166,250	$	175,000
Revolving credit facility		45,000		—
International trade finance lines		53,045		42,905
International notes payable		6,356		1,750
Other loans		17		25
Total debt		270,668		219,680
Unamortized debt costs		(2,563)		(2,769)
Current maturities of long-term debt		(9,293)		(11,504)
Short-term debt		(53,045)		(42,905)
Long-term debt, net	$	205,767	$	162,502

Organization and Description of Business (Details) $ / shares in Units, $ in Thousands				9 Months Ended
	Aug. 07, 2023 USD ($)	Jul. 24, 2023 $ / shares shares	Jun. 29, 2023 USD ($) $ / shares shares	Sep. 30, 2023 USD ($) segment
Organization and Description of Business
Number of operating segments \| segment				2
Aggregate gross proceeds				$ 118,767
Subscription agreement
Organization and Description of Business
Number of shares agreed to issue \| shares			5,000,000
Purchase price (in dollars per share) \| $ / shares			$ 10.00
Aggregate gross proceeds			$ 50,000
Definitive agreements
Organization and Description of Business
Number of shares agreed to issue \| shares			5,000,000
Purchase price (in dollars per share) \| $ / shares			$ 10.00
Aggregate gross proceeds			$ 50,000
Investor rights agreement
Organization and Description of Business
Number of shares agreed to issue \| shares		1,900,000
Purchase price (in dollars per share) \| $ / shares		$ 10.00
Aggregate gross proceeds	$ 18,800

Accumulated Other Comprehensive Income (Loss) - Schedule of changes in accumulated other comprehensive loss, net of tax (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Accumulated Other Comprehensive (Loss) Income
Balance at beginning of period	$ (14,262)	$ (207,696)	$ 11,729	$ (175,998)
Net other comprehensive income (loss)	3,242	(2,801)	4,806	(10,095)
Balance at end of period	126,177	25,527	126,177	25,527
Cash flow hedge changes in fair value gain (loss)
Accumulated Other Comprehensive (Loss) Income
Balance at beginning of period	(4,832)	4,474	(6,355)	11,759
Other comprehensive income (loss) before reclassifications	(97)	555	1,049	(2,245)
Amounts reclassified from accumulated comprehensive income	3,147	(4,267)	5,234	(11,098)
Tax effect	106	910	(1,604)	3,256
Net other comprehensive income (loss)	(1,676)	1,672	(1,676)	1,672
Balance at end of period	(1,676)	1,672	(1,676)	1,672
Foreign currency translation gain (loss)
Accumulated Other Comprehensive (Loss) Income
Balance at beginning of period	293	250	252	259
Other comprehensive income (loss) before reclassifications	86	1	127	(8)
Net other comprehensive income (loss)	379	251	379	251
Balance at end of period	379	251	379	251
Accumulated Gain (Loss), Cash Flow Hedge, Including Noncontrolling Interest
Accumulated Other Comprehensive (Loss) Income
Balance at end of period	$ (1,297)	$ 1,923	$ (1,297)	$ 1,923

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

- Definition

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

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-SubTopic 10
-Topic 505
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-2

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 830
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481674/830-30-50-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 830
-SubTopic 30
-Name Accounting Standards Codification
-Section 45
-Paragraph 17
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481694/830-30-45-17

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(19))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483586/944-220-S99-1

Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482765/220-10-50-4

Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482765/220-10-50-5

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 830
-SubTopic 30
-Name Accounting Standards Codification
-Section 45
-Paragraph 20
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481694/830-30-45-20

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(21))
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-URI https://asc.fasb.org//1943274/2147483621/220-10-S99-2

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(23))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483589/942-220-S99-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 1B
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482790/220-10-45-1B

Reference 11: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Section 55
-Paragraph 15
-SubTopic 10
-Topic 220
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-URI https://asc.fasb.org//1943274/2147482739/220-10-55-15

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 1A
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482790/220-10-45-1A

+ Details

- Definition

Amount of tax expense (benefit) allocated to other comprehensive income (loss).

+ References

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+ Details

- Definition

Amount of equity (deficit) attributable to parent and noncontrolling interest. Excludes temporary equity.

+ References

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+ Details

Basis of Presentation and Consolidation (Details) - USD ($) $ / shares in Units, $ in Millions	Apr. 03, 2023	Aug. 26, 2022
Investment in Falcon
Class of Stock [Line Items]
Percentage of ownership	15.00%
Aggregate consideration paid in cash	$ 3.2
Cash paid	$ 2.0
Aggregate consideration paid in shares	100,000
Common Stock \| Investment in Falcon
Class of Stock [Line Items]
Common stock par value ( in dollars per share)		$ 0.01
Riverview
Class of Stock [Line Items]
Number of shares issued for each unit		1
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
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

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
ASSETS
Cash and cash equivalents	$ 44,407	$ 16,838
Restricted cash	4,408	9,567
Accounts receivable, net of allowance for credit losses of $3,301 and $3,023, respectively	99,564	101,639
Inventories	161,346	145,836
Derivative assets	15,159	15,053
Prepaid expenses and other current assets	14,712	9,166
Total current assets	339,596	298,099
Property, plant and equipment, net	287,763	185,206
Goodwill	116,353	113,999
Intangible assets, net	125,062	130,886
Operating lease right-of-use assets	14,496	11,090
Other long-term assets	7,801	6,933
Total Assets	891,071	746,213
LIABILITIES, CONVERTIBLE PREFERRED SHARES AND SHAREHOLDERS' EQUITY
Current maturities of long-term debt	9,293	11,504
Short-term debt	53,045	42,905
Accounts payable	62,393	116,675
Supply chain finance program	67,466
Derivative liabilities	5,098	7,592
Accrued expenses and other current liabilities	24,855	37,459
Total current liabilities	222,150	216,135
Long-term debt, net	205,767	162,502
Deferred income taxes	12,620	14,355
Warrant liabilities	36,175	55,521
Other long-term liabilities	13,879	11,035
Total liabilities	490,591	459,548
Commitments and contingencies (Note 20)
Shareholders' Equity
Preferred stock, $0.01 par value, 26,000 shares authorized, no shares issued and outstanding
Common stock, $0.01 par value, 300,000 shares authorized, 88,039 shares and 75,020 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively	880	750
Additional paid-in-capital	469,167	342,664
Accumulated deficit	(342,573)	(328,042)
Accumulated other comprehensive loss	(1,297)	(6,103)
Total shareholders' equity attributable to Westrock Coffee Company	126,177	9,269
Non-controlling interest		2,460
Total shareholders' equity	126,177	11,729
Total Liabilities, Convertible Preferred Shares and Shareholders' Equity	891,071	746,213
Series A Redeemable Common Equivalent Preferred Shares
LIABILITIES, CONVERTIBLE PREFERRED SHARES AND SHAREHOLDERS' EQUITY
Redeemable Common Equivalent Preferred Shares	$ 274,303	$ 274,936

Segment information - Selected Financial Data (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Segment Information
Revenues	$ 219,612	$ 230,308	$ 649,748	$ 640,149
Adjusted EBITDA	11,595	17,913	31,358	42,600
Interest expense, net	7,803	13,404	21,216	30,265
Income tax expense (benefit)	(5,212)	(428)	(3,331)	(3,511)
Depreciation and amortization	6,364	5,816	18,419	17,782
Acquisition, restructuring and integration expense	3,137	3,959	12,682	8,746
Change in fair value of warrant liabilities	(25,105)	5,215	(18,833)	5,215
Management and consulting fees		834	556	3,035
Equity-based compensation	2,439	705	6,297	1,184
Conway extract and ready-to-drink facility start-up costs	3,035		6,615
Mark-to-market adjustments	1,160	543	(1,045)	793
Loss on disposal of property, plant and equipment	248	459	1,145	748
Other	1,105	424	2,153	1,885
Net income (loss)	16,621	(13,018)	(14,516)	(23,542)
Total assets	891,071	750,088	891,071	750,088	$ 746,213
Operating Segments \| Beverage Solutions.
Segment Information
Revenues	176,818	173,486	547,746	492,712
Adjusted EBITDA	9,884	15,885	29,965	38,776
Total assets	801,466	638,160	801,466	638,160
Operating Segments \| Sustainable, Sourcing and Traceability
Segment Information
Revenues	44,098	62,809	105,537	169,041
Adjusted EBITDA	1,711	2,028	1,393	3,824
Total assets	89,605	111,928	89,605	111,928
Intersegment Eliminations
Segment Information
Revenues	$ (1,304)	$ (5,987)	$ (3,535)	$ (21,604)

Fair Value Measurements (Tables)

9 Months Ended

Sep. 30, 2023

Fair Value Measurements

Summary of the fair value of financial instruments


	September 30, 2023
(Thousands)	Level 1		Level 2		Level 3		Total
Assets:
Green coffee associated with forward contracts	$	—	$	38,169	$	—	$	38,169
Forward purchase and sales contracts		—		15,159		—		15,159
Total	$	—	$	53,328	$	—	$	53,328

Liabilities:
Coffee futures contracts	$	1,136	$	—	$	—	$	1,136
Forward purchase and sales contracts		—		3,962		—		3,962
Westrock Public Warrants		31,839		—		—		31,839
Westrock Private Warrants		—		—		4,336		4,336
Total	$	32,975	$	3,962	$	4,336	$	41,273


	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

Schedule of change in fair value


(Thousands)	Westrock Private Warrants
Fair value as of December 31, 2022	$	28,342
Transfer out of Level 3		(18,916)
Change in fair value		(5,090)
Fair value as of September 30, 2023	$	4,336

Schedule of unobservable inputs


	September 30, 2023		December 31, 2022
Stock price	$	8.86	$	13.36
Exercise price	$	11.50	$	11.50
Expected term (years)		5.00		5.00
Expected volatility		34.90%		7.74%
Risk-free rate of return		4.65%		3.99%
Dividend yield		0.00%		0.00%

Debt

9 Months Ended

Sep. 30, 2023

Debt

Debt

Note 12. Debt

Our long-term debt at September 30, 2023 and December 31, 2022 is as follows:


(Thousands)	September 30, 2023		December 31, 2022
Term loan facility	$	166,250	$	175,000
Revolving credit facility		45,000		—
International trade finance lines		53,045		42,905
International notes payable		6,356		1,750
Other loans		17		25
Total debt		270,668		219,680
Unamortized debt costs		(2,563)		(2,769)
Current maturities of long-term debt		(9,293)		(11,504)
Short-term debt		(53,045)		(42,905)
Long-term debt, net	$	205,767	$	162,502

Credit Agreement

On August 29, 2022, we 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 Credit Agreement contains two financial covenants requiring the maintenance of a total net leverage ratio and an interest coverage ratio (the “Financial Covenants”). 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 September 30, 2023, we had $45.0 million of outstanding borrowings under the Revolving Credit Facility, with a weighted average interest rate of 9.0%, and the interest rate applicable to our Term Loan Facility was 9.2%, and we had $2.6 million of standby letters of credit outstanding.

On February 14, 2023, we entered into an Incremental Assumption Agreement and Amendment No. 1 to the Credit Agreement, which established 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 Quarterly Report on Form 10-Q, no borrowings have been made under the Delayed Draw Term Loan Facility.

On June 30, 2023, we entered into Amendment No. 2 (the “Second Amendment”) to the Credit Agreement. The Second Amendment established a covenant relief period (the “Covenant Relief Period”) commencing on June 30, 2023, and ending on the earlier to occur of (i) April 1, 2025 and (ii) the date following December 31, 2023, on which the Borrower delivers to the administrative agent a certificate of a responsible officer (a) electing to terminate the Covenant Relief Period, (b) demonstrating a total net leverage ratio less than 3.75x and (c) attaching projections demonstrating compliance with the total net leverage ratio financial covenant (as in effect prior to giving effect to the Covenant Relief Period) until the then-existing latest maturity date.

During the Covenant Relief Period, (i) the total net leverage ratio financial covenant will be (a) 5.00x for the test period ending June 30, 2023, (b) 5.25x for the test period ending September 30, 2023, (c) 5.50x for the test periods ending on or after December 31, 2023 to and including September 30, 2024, (d) 5.00x for the test period ending December 31, 2024 and (e) 4.50x for the test period ending March 31, 2025 and (ii) the applicable margin for any term SOFR rate loan will range from 2.50% to 3.75% and for any ABR loan will range from 1.50% to 2.75%, in each case depending on the total net leverage ratio. After the Covenant Relief Period, the total net leverage ratio financial covenant and the applicable margin for term SOFR rate loans and ABR loans will revert to the pre-amendment terms of the Credit Agreement. During and after the Covenant Relief Period, the minimum interest coverage ratio financial covenant will be 2.00x. As of September 30, 2023, we were in compliance with the Financial Covenants.

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 a total of $6.6 million of financing fees in connection with the Credit Agreement and related amendments. $3.3 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. $3.3 million of the fees were allocated to the Revolving Credit Facility, are reported within other long-term assets on the Condensed Consolidated Balance Sheets and are being amortized ratably over the term of the Revolving Credit Facility.

International Debt and Lending Facilities

On March 21, 2023, we entered into a $70 million working capital trade finance facility with multiple financial institutions through our subsidiary, Falcon. The facility replaced Falcon’s then existing working capital trade finance facility. The facility is uncommitted and repayable on demand, with certain of Falcon’s assets pledged as collateral against the facility. The facility will mature one year from inception. Borrowings under the facility will bear interest at the borrower’s option at a rate equal to (a) Term SOFR, as defined in the facility, plus a margin of 4.00% plus a liquidity premium set by the lender at the time of borrowing or (b) the Base Rate (determined by reference to the greatest of (i) the Prime Rate, as defined in the facility, at such time, (ii) one-half of 1.00% in excess of the Federal Funds Effective Rate, as defined in the facility, at such time, and (iii) Term SOFR for a one-month tenor in effect at such time plus 1.00%). At September 30, 2023, there was $42.5 million of outstanding borrowings under the facility, which is recorded in short-term debt in the Condensed Consolidated Balance Sheets. 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 September 30, 2023.

On September 28, 2023, we entered into a $5.0 million unsecured working capital trade finance facility with responsAbility Climate Smart Agriculture & Food Systems Fund through our subsidiary, Falcon. The facility will mature on December 31, 2026, and requires stepped repayments of $0.5 million on December 31, 2024, $1.0 million on December 31, 2025 and $3.5 million on December 31, 2026. Borrowings under the facility will bear interest at the borrower’s option at a rate equal to (a) (i) the most recent applicable Term SOFR for the longest period (for which Term SOFR is available) which is less than the applicable interest period of the loan or (ii) If no such Term SOFR is available for a period which is less than the applicable interest period, SOFR for the day which is two U.S. Government Securities Business Days before the Quotation day; or (b) the most recent applicable Term SOFR (as of Quotation Day) for the

shortest period (for which Term SOFR is available) which exceeds the applicable interest period of that loan, in each case plus the applicable margin. At September 30, 2023, there was $5.0 million of outstanding borrowings under the facility, which is recorded in long-term debt, net on the Condensed Consolidated Balance Sheets. Falcon’s facility contains certain restrictive financial covenants which require Falcon to maintain certain levels of working capital, debt, and tangible net worth. Falcon was in compliance with these financial covenants as of September 30, 2023.

Westrock Coffee International, LLC, through its subsidiary Rwanda Trading Company, maintains two mortgage and inventory-backed lending facilities with a local bank in Rwanda: (a) a short-term trade finance facility with a balance of $8.5 million at September 30, 2023 and (b) a long-term note payable with a balance of $1.4 million at September 30, 2023. Additionally, Rwanda Trading Company maintains three short-term futures contract-backed lending facilities from international institutions with outstanding balances of $0.8 million, $0.7 million and $0.6 million at September 30, 2023.

- Definition

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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+ Details

Inventories (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Inventories
Raw materials	$ 81,081	$ 66,925
Finished goods	30,205	21,232
Green coffee	50,060	57,679
Total inventories	$ 161,346	$ 145,836

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Pay vs Performance Disclosure
Net Income (Loss)	$ 16,621	$ (12,996)	$ (14,531)	$ (23,585)

- Definition

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

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+ Details

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Unaudited) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Unaudited)
Net income (loss)	$ 16,621	$ (13,018)	$ (14,516)	$ (23,542)
Other comprehensive income (loss), net of tax:
Unrealized gain (loss) on derivative instruments	3,156	(2,802)	4,679	(10,087)
Foreign currency translation adjustment	86	1	127	(8)
Total other comprehensive income (loss)	3,242	(2,801)	4,806	(10,095)
Comprehensive income (loss)	19,863	(15,819)	(9,710)	(33,637)
Comprehensive income (loss) attributable to non-controlling interests		(22)	15	43
Comprehensive income (loss) attributable to shareholders	19,863	(15,797)	(9,725)	(33,680)
Participating securities' share in earnings	(3,912)
Accretion of Series A Convertible Preferred Shares	93		(249)
Loss on extinguishment of Redeemable Common Equivalent Preferred Units, net		(2,870)		(2,870)
Common equivalent preferred dividends		(4,380)		(4,380)
Accumulating preferred dividends				(13,882)
Comprehensive income (loss) attributable to common shareholders	$ 16,044	$ (23,047)	$ (9,974)	$ (54,812)

Segment Information - Other (Details)	9 Months Ended
Segment Information - Other (Details)	Sep. 30, 2023 segment
Segment Information
Number of operating segments	2

Leases

9 Months Ended

Sep. 30, 2023

Leases

Leases

Note 11. 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 Condensed Consolidated Balance Sheets:


		September 30,		December 31,
(Thousands)	Balance Sheet Location	2023		2022
Right-of-use operating lease assets	Operating lease right-of-use assets	$	14,496	$	11,090
Operating lease liabilities - current	Accrued expenses and other current liabilities		3,322		2,832
Operating lease liabilities - noncurrent	Other long-term liabilities		11,770		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 Condensed Consolidated Statements of Operations. The components of lease costs for the three and nine months ended September 30, 2023 and 2022, respectively, are as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
(Thousands)	2023		2022		2023		2022
Operating lease cost	$	1,179	$	878	$	3,609	$	1,720
Short-term lease cost		247		219		727		443
Total	$	1,426	$	1,097	$	4,336	$	2,163

The following table presents information about the Company’s weighted average discount rate and remaining lease term as of September 30, 2023 and 2022:

Supplemental cash flow information about the Company’s leases as of September 30, 2023 and 2022, respectively, is as follows:


	Nine Months Ended September 30,
(Thousands)	2023		2022
Operating cash flows from operating leases	$	3,195	$	844

During the nine months ended September 30, 2023, the Company obtained $6.0 million of right-of-use operating lease assets in exchange for lease obligations.

Finance lease assets are recorded in property, plant and equipment, net with the corresponding lease liabilities included in accrued expenses and other current liabilities and long-term debt, net on the Condensed Consolidated Balance Sheets. There were no material finance leases as of September 30, 2023.

Future minimum lease payments under non-cancellable operating leases as of September 30, 2023 are as follows:


(Thousands)
Remainder of 2023	$	1,039
2024		4,382
2025		3,277
2026		2,609
2027		2,589
Thereafter		4,239
Total future minimum lease payments		18,135
Less: imputed interest		(3,043)
Present value of minimum lease payments	$	15,092

Acquisitions - Purchase price allocation of the assets acquired, and liabilities assumed (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022	Nov. 14, 2022	Aug. 26, 2022
Business Acquisition
Goodwill	$ 116,353	$ 113,999		$ 0
Kohana Coffee, LLC
Business Acquisition
Cash and cash equivalents			$ 797
Accounts receivable			881
Inventory			2,306
Property, plant and equipment			8,387
Goodwill			17,275
Intangible assets			11,718
Accounts payable and accrued liabilities			(2,247)
Total			$ 39,117

Summary of Significant Accounting Policies - Allowance for credit losses (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Allowance for credit loss roll forward
Balance at beginning of period	$ 2,672	$ 2,392	$ 3,023	$ 3,749
Charged to selling, general and administrative expense	629	364	278	1,286
Write-offs		(9)		(2,288)
Total	$ 3,301	$ 2,747	$ 3,301	$ 2,747

Series A Preferred Shares

9 Months Ended

Sep. 30, 2023

Series A Preferred Shares.

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 Condensed 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 three and nine months ended September 30, 2023, the Company recorded $0.1 million of amortization and $0.2 million of accretion, respectively, with respect to the Westrock Series A Preferred Shares.

Commitments and Contingencies

9 Months Ended

Sep. 30, 2023

Commitments and Contingencies.

Commitments and Contingencies

Note 20. 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 $234.0 million as of September 30, 2023 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 September 30, 2023, we had an obligation to repurchase $6.0 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 Condensed Consolidated Balance Sheet.

Debt - Other (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Debt
Total debt	$ 270,668	$ 219,680
Unamortized debt costs	(2,563)	(2,769)
Current maturities of long-term debt	(9,293)	(11,504)
Short-term debt	(53,045)	(42,905)
Long-term debt, net	205,767	162,502
Term loan
Debt
Total debt	166,250	175,000
Revolving credit facility
Debt
Total debt	45,000
International trade finance lines
Debt
Total debt	53,045	42,905
International notes payable
Debt
Total debt	6,356	1,750
Other loans
Debt
Total debt	$ 17	$ 25

Revenue - Disaggregated Revenue (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Revenue
Revenues	$ 219,612	$ 230,308	$ 649,748	$ 640,149
Purchase obligations	234,000		234,000
Sustainable, Sourcing and Traceability
Revenue
Purchase obligations	6,000		6,000
United States
Revenue
Revenues	184,280	181,789	562,942	515,742
All other countries
Revenue
Revenues	35,332	48,519	86,806	124,407
Coffee & tea
Revenue
Revenues	131,819	146,689	425,241	408,914
Flavors, extracts & ingredients
Revenue
Revenues	44,332	26,107	121,999	81,448
Other
Revenue
Revenues	667	690	506	2,350
Green coffee
Revenue
Revenues	$ 42,794	$ 56,822	$ 102,002	$ 147,437

Earnings per Shares (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Numerator:
Net income (loss) attributable to common unitholders - basic	$ 12,802	$ (20,246)	$ (14,780)	$ (44,717)
Numerator:
Net income (loss) attributable to common shareholders - basic	12,802	(20,246)	(14,780)	(44,717)
Effect of participating securities	3,493
Net income (loss) attributable to common shareholders - diluted	$ 16,295	$ (20,246)	$ (14,780)	$ (44,717)
Denominator:
Weighted-average common units outstanding - basic	83,437	49,795	78,203	39,819
Effect of dilutive participating securities	23,542
Effect of dilutive non-participating securities	101
Weighted-average common units outstanding - diluted	107,080	49,795	78,203	39,819
Basic earnings (loss) per common share	$ 0.15	$ (0.41)	$ (0.19)	$ (1.12)
Dilutive earnings (loss) per common share	$ 0.15	$ (0.41)	$ (0.19)	$ (1.12)
Warrants
Earnings per Unit
Antidilutive securities	19,144	19,900	19,151	19,900
Restricted common units
Earnings per Unit
Antidilutive securities	2,142	1,105	1,906	1,105
Employee Stock Option
Earnings per Unit
Antidilutive securities		1,623	1,472	1,623
Series A Preferred Shares
Earnings per Unit
Antidilutive securities		23,588	23,564	23,588

Revenue - Contract Estimates (Details) - USD ($) $ in Millions	Sep. 30, 2023	Dec. 31, 2022
Revenue
Accrued sales incentives	$ 1.3	$ 1.3

Goodwill

9 Months Ended

Sep. 30, 2023

Goodwill

Goodwill

Note 9. Goodwill

The following table reflects the carrying amount of goodwill as of September 30, 2023 and December 31, 2022:


	Beverage
(Thousands)	Solutions		Total
Balance at December 31, 2022
Goodwill	$	190,882	$	190,882
Accumulated impairment loss		(76,883)		(76,883)
		113,999		113,999
Changes during the period:
Acquisitions		2,025		2,025
Measurement period adjustments		329		329

Balance at September 30, 2023
Goodwill		193,236		193,236
Accumulated impairment loss		(76,883)		(76,883)
	$	116,353	$	116,353

Leases - Schedule of future minimum lease payments under non-cancellable operating leases (Details) $ in Thousands	Sep. 30, 2023 USD ($)
Leases
Remainder of 2023	$ 1,039
2024	4,382
2025	3,277
2026	2,609
2027	2,589
Thereafter	4,239
Total future minimum lease payments	18,135
Less: imputed interest	(3,043)
Present value of minimum lease payments	$ 15,092

Derivatives - Fair value of assets and liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Derivatives
Fair value of derivative assets	$ 15,159	$ 15,053
Fair value of derivative liabilities	5,098	7,592
Designated as hedges
Derivatives
Fair value of derivative liabilities	1,136	3,334
Designated as hedges \| Coffee futures contracts \| Derivative liabilities
Derivatives
Fair value of derivative liabilities	1,136	3,334
Not designated as hedges \| Forward purchase and sales contracts \| Derivative assets
Derivatives
Fair value of derivative assets	15,159	15,053
Not designated as hedges \| Forward purchase and sales contracts \| Derivative liabilities
Derivatives
Fair value of derivative liabilities	$ 3,962	$ 4,258

Series A Preferred Shares (Details)	3 Months Ended	9 Months Ended
Series A Preferred Shares (Details)	Sep. 30, 2023 USD ($) D $ / shares shares	Sep. 30, 2023 USD ($) D $ / shares shares
Temporary Equity [Line Items]
Conversion price	$ 11.50	$ 11.50
Term of anniversary		5 years 6 months
Number of shares converted \| $	1	1
Threshold number of days \| D	10	10
Redemption price per share	$ 18.50	$ 18.50
Series A Preferred Shares
Temporary Equity [Line Items]
Shares issued \| shares	23,587,952	23,587,952
Liquidation preference per share	$ 11.50	$ 11.50
Conversion price	$ 11.50	$ 11.50
Accretion value \| $	$ 100,000	$ 200,000
Series A Preferred Shares \| Minimum
Temporary Equity [Line Items]
Redemption price per share	$ 18.50	$ 18.50

Earnings per Share

9 Months Ended

Sep. 30, 2023

Earnings per Share

Earnings per Share

Note 18. 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.

Westrock Series A Preferred Shares and our RSUs issued under our 2022 Equity Incentive Plan are considered participating securities as they receive non-forfeitable rights to dividends at the same rate as Common Shares. As participating securities, we include these instruments in the computation of earnings per share under the two-class method described in ASC 260 Earnings per Share (“ASC 260”). As a result of the Company’s net income position for the three months ended September 30, 2023, a portion of our undistributed earnings have been allocated to participating securities in accordance with the provisions of ASC 260. Neither the Series A Preferred Shares nor the RSUs have a contractual obligation to share in losses of the Company. However, undistributed earnings are allocated to the participating securities.

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 an add-back of 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 being 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 for the periods indicated because their inclusion would have an anti-dilutive effect on dilutive earnings (loss) per common share.


	Three Months Ended September 30,				Nine Months Ended September 30,
(Thousands)	2023		2022		2023		2022
Warrants		19,144		19,900		19,151		19,900
Restricted stock		2,142		1,105		1,906		1,105
Options		—		1,623		1,472		1,623
If-converted securities		—		23,588		23,564		23,588

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


	Three Months Ended September 30,				Nine Months Ended September 30,
(Thousands, except per share data)	2023		2022		2023		2022
Basic Earnings per Common Share
Numerator:
Net income (loss) attributable to common shareholders	$	12,802	$	(20,246)	$	(14,780)	$	(44,717)
Denominator:
Weighted-average common shares outstanding - basic		83,437		49,795		78,203		39,819
Basic earnings (loss) per common share	$	0.15	$	(0.41)	$	(0.19)	$	(1.12)

Diluted Earnings per Common Share
Numerator:
Net income (loss) attributable to common shareholders - basic	$	12,802	$	(20,246)	$	(14,780)	$	(44,717)
Effect of participating securities		3,493		—		—		—
Effect of non-participating securities		—		—		—		—
Net income (loss) attributable to common shareholders - diluted	$	16,295	$	(20,246)	$	(14,780)	$	(44,717)
Denominator:
Weighted-average common shares outstanding - basic		83,437		49,795		78,203		39,819
Effect of dilutive participating securities		23,542		—		—		—
Effect of dilutive non-participating securities		101		—		—		—
Weighted-average common shares outstanding - diluted		107,080		49,795		78,203		39,819

Dilutive earnings (loss) per common share	$	0.15	$	(0.41)	$	(0.19)	$	(1.12)

Earnings per Share (Tables)

9 Months Ended

Sep. 30, 2023

Earnings per Share

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


	Three Months Ended September 30,				Nine Months Ended September 30,
(Thousands)	2023		2022		2023		2022
Warrants		19,144		19,900		19,151		19,900
Restricted stock		2,142		1,105		1,906		1,105
Options		—		1,623		1,472		1,623
If-converted securities		—		23,588		23,564		23,588

Schedule of basic and diluted earning per share


	Three Months Ended September 30,				Nine Months Ended September 30,
(Thousands, except per share data)	2023		2022		2023		2022
Basic Earnings per Common Share
Numerator:
Net income (loss) attributable to common shareholders	$	12,802	$	(20,246)	$	(14,780)	$	(44,717)
Denominator:
Weighted-average common shares outstanding - basic		83,437		49,795		78,203		39,819
Basic earnings (loss) per common share	$	0.15	$	(0.41)	$	(0.19)	$	(1.12)

Diluted Earnings per Common Share
Numerator:
Net income (loss) attributable to common shareholders - basic	$	12,802	$	(20,246)	$	(14,780)	$	(44,717)
Effect of participating securities		3,493		—		—		—
Effect of non-participating securities		—		—		—		—
Net income (loss) attributable to common shareholders - diluted	$	16,295	$	(20,246)	$	(14,780)	$	(44,717)
Denominator:
Weighted-average common shares outstanding - basic		83,437		49,795		78,203		39,819
Effect of dilutive participating securities		23,542		—		—		—
Effect of dilutive non-participating securities		101		—		—		—
Weighted-average common shares outstanding - diluted		107,080		49,795		78,203		39,819

Dilutive earnings (loss) per common share	$	0.15	$	(0.41)	$	(0.19)	$	(1.12)

Segment Information

9 Months Ended

Sep. 30, 2023

Segment Information

Segment Information

Note 19. Segment Information

Our two operating segments, Beverage Solutions and Sustainable Sourcing & Traceability, are evaluated using Adjusted EBITDA, which is a segment performance measure we define as net income determined in accordance with GAAP, before interest expense, net, 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 Coffee, Inc., 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 for the periods indicated:


	Three Months Ended September 30, 2023
			Sustainable				Total of
	Beverage		Sourcing &		Intersegment		Reportable
(Thousands)	Solutions		Traceability		Revenues		Segments
Net sales	$	176,818	$	44,098	$	(1,304)	$	219,612

Adjusted EBITDA		9,884		1,711		n/a		11,595
Less:
Interest expense, net								7,803
Income tax expense (benefit)								(5,212)
Depreciation and amortization								6,364
Acquisition, restructuring and integration expense								3,137
Change in fair value of warrant liabilities								(25,105)
Equity-based compensation								2,439
Conway extract and ready-to-drink facility start-up costs								3,035
Mark-to-market adjustments								1,160
Loss on disposal of property, plant and equipment								248
Other								1,105
Net income (loss)							$	16,621
Total assets		801,466		89,605		n/a		891,071


	Three Months Ended September 30, 2022
			Sustainable				Total of
	Beverage		Sourcing &		Intersegment		Reportable
(Thousands)	Solutions		Traceability		Revenues		Segments
Net sales	$	173,486	$	62,809	$	(5,987)	$	230,308

Adjusted EBITDA		15,885		2,028		n/a		17,913
Less:
Interest expense, net								13,404
Income tax expense (benefit)								(428)
Depreciation and amortization								5,816
Acquisition, restructuring and integration expense								3,959
Change in fair value of warrant liabilities								5,215
Management and consulting fees (S&D Coffee, Inc. acquisition)								834
Equity-based compensation								705
Mark-to-market adjustments								543
Loss on disposal of property, plant and equipment								459
Other								424
Net income (loss)							$	(13,018)
Total assets		638,160		111,928		n/a		750,088


	Nine Months Ended September 30, 2023
			Sustainable				Total of
	Beverage		Sourcing &		Intersegment		Reportable
(Thousands)	Solutions		Traceability		Revenues		Segments
Net sales	$	547,746	$	105,537	$	(3,535)	$	649,748

Adjusted EBITDA		29,965		1,393		n/a		31,358
Less:
Interest expense, net								21,216
Income tax expense (benefit)								(3,331)
Depreciation and amortization								18,419
Acquisition, restructuring and integration expense								12,682
Change in fair value of warrant liabilities								(18,833)
Management and consulting fees (S&D Coffee, Inc. acquisition)								556
Equity-based compensation								6,297
Conway extract and ready-to-drink facility start-up costs								6,615
Mark-to-market adjustments								(1,045)
Loss on disposal of property, plant and equipment								1,145
Other								2,153
Net income (loss)							$	(14,516)
Total assets		801,466		89,605		n/a		891,071


	Nine Months Ended September 30, 2022
			Sustainable				Total of
	Beverage		Sourcing &		Intersegment		Reportable
(Thousands)	Solutions		Traceability		Revenues		Segments
Net sales	$	492,712	$	169,041	$	(21,604)	$	640,149

Adjusted EBITDA		38,776		3,824		n/a		42,600
Less:
Interest expense, net								30,265
Income tax expense (benefit)								(3,511)
Depreciation and amortization								17,782
Acquisition, restructuring and integration expense								8,746
Change in fair value of warrant liabilities								5,215
Management and consulting fees (S&D Coffee, Inc. acquisition)								3,035
Equity-based compensation								1,184
Mark-to-market adjustments								793
Loss on disposal of property, plant and equipment								748
Other								1,885
Net income (loss)							$	(23,542)
Total assets		638,160		111,928		n/a		750,088

- Definition

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.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 15
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-15

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 31
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-31

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 42
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-42

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 40
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-40

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//280/tableOfContent

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 26
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-26

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 34
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-34

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 41
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-41

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-21

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-21

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

+ Details

Summary of Significant Accounting Policies - Income Taxes (Details)	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Summary of Significant Accounting Policies
Effective tax rate (as percentage)	18.70%	13.00%

Property, Plant and Equipment, Net (Tables)

9 Months Ended

Sep. 30, 2023

Property, Plant and Equipment, Net

Schedule of Property, Plant and Equipment, Net


(Thousands)	Depreciable Lives	September 30, 2023		December 31, 2022
Land		$	8,840	$	9,052
Buildings⁽⁴⁾	10-40 years		35,956		35,499
Leasehold improvements⁽¹⁾			9,452		1,651
Plant equipment⁽⁴⁾	3-15 years		110,973		107,215
Vehicles and transportation equipment	3-5 years		676		700
IT systems	3-7 years		7,510		3,053
Furniture and fixtures⁽⁴⁾	3-10 years		3,160		3,068
Customer beverage equipment⁽²⁾	3-5 years		24,163		21,930
Lease right-of-use assets⁽³⁾			51		36
Construction in progress and equipment deposits⁽⁴⁾			164,429		70,004
			365,210		252,208
Less: accumulated depreciation			(77,447)		(67,002)
Property, plant and equipment, net		$	287,763	$	185,206

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.

Acquisitions - Other (Details) - USD ($) $ in Thousands	Feb. 28, 2023	Nov. 14, 2022	Sep. 30, 2023	Jun. 30, 2023	Dec. 31, 2022	Aug. 26, 2022
Business Acquisition
Goodwill			$ 116,353		$ 113,999	$ 0
Bixby Roasting Co.
Business Acquisition
Shares of common stock issued by Company	39,778
Net assets acquired	$ 700
Cash consideration	2,600
Cash consideration	$ 2,200
Goodwill				$ 2,000
Kohana Coffee, LLC
Business Acquisition
Business acquisition ownership, percentage		100.00%
Shares of common stock issued by Company		1,852,608
Cash consideration		$ 39,117
Cash consideration		15,682
Goodwill		$ 17,275

- Definition

+ References + Details

De-SPAC Merger Transaction - Other Information (Details) $ / shares in Units, $ in Thousands			3 Months Ended	9 Months Ended
	Aug. 26, 2022 USD ($) $ / shares shares	Aug. 25, 2022 class $ / shares	Sep. 30, 2023 USD ($) $ / shares shares	Sep. 30, 2023 USD ($) $ / shares shares	Sep. 30, 2022 USD ($)	Dec. 31, 2022 USD ($)
De-SPAC Merger Transaction
Preferred dividends paid \| $	$ 4,400				$ 4,380
Goodwill \| $	0		$ 116,353	$ 116,353		$ 113,999
Intangible assets \| $	0		$ 125,062	$ 125,062		$ 130,886
Transaction cost incurred capitalized \| $	24,000
Transaction costs related to the issuance of shares \| $	24,000
Payment of preferred equity issuance costs \| $					1,250
Net gain (loss) on extinguishment \| $					$ 2,870
Common Stock
De-SPAC Merger Transaction
Issuance of common shares related to stock options exercised (in shares)			82,000	88,000
Term Loan facility
De-SPAC Merger Transaction
Proceeds from line of credit \| $	175,000
Riverview
De-SPAC Merger Transaction
Number of shares issued, value \| $	$ 49,800
Number of shares issued	12,868,151
Number of classes of equity \| class		2
Number of shares issued for each unit	1
Transaction cost incurred capitalized \| $	$ 17,100
Transaction cost incurred expenses \| $	$ 17,100
Riverview \| Common Stock
De-SPAC Merger Transaction
Number of shares issued	34,855,535
Number of shares issued for each unit	0.1049203474320
Common stock par value ( in dollars per share) \| $ / shares	$ 0.01
Issuance of common shares related to stock options exercised (in shares)	2,220,305
Riverview \| Common Stock PIPE Commitments
De-SPAC Merger Transaction
Number of shares issued	1,910,000
Series A Redeemable Common Equivalent Preferred Units \| Riverview
De-SPAC Merger Transaction
Number of shares issued for each unit	0.1086138208640
Series B Redeemable Common Equivalent Preferred Units \| Riverview
De-SPAC Merger Transaction
Number of shares issued for each unit	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%
Series A Redeemable Common Equivalent Preferred Shares \| Riverview
De-SPAC Merger Transaction
Number of shares issued for each unit	0.1086138208740
Number of new stock classified as temporary equity issued	23,587,952
Series B Redeemable Common Equivalent Preferred Shares \| Riverview
De-SPAC Merger Transaction
Number of shares issued for each unit	0.0919280171940
Class A share \| Riverview
De-SPAC Merger Transaction
Number of shares issued for each unit	1
New Company \| Riverview \| Common Stock PIPE Commitments
De-SPAC Merger Transaction
Number of shares issued	20,590,000
Amount received \| $	$ 205,900
New Company \| Riverview \| Wells Fargo \| Revolving loan commitment
De-SPAC Merger Transaction
Face amount \| $	$ 175,000

Debt - Additional Information (Details) shares in Thousands, $ in Thousands				9 Months Ended
	Sep. 28, 2023 USD ($)	Mar. 21, 2023 USD ($)	Aug. 29, 2022 USD ($)	Sep. 30, 2023 USD ($) item shares	Mar. 31, 2025	Dec. 31, 2024	Dec. 31, 2023	Jun. 30, 2023	Feb. 14, 2023 USD ($)	Dec. 31, 2022 USD ($) shares
Debt
Debt finance costs			$ 6,600
Variable rate (as a percent)			0.10%
Short-term debt				$ 53,045						$ 42,905
Common stock shares issued (in shares) \| shares				88,039						75,020
Aggregate gross proceeds				$ 118,767
Number of financial covenants \| item				2
Net Leverage Ratio				5.25	4.50	5.00	5.50	5.00
Minimum
Debt
Interest coverage ratio				2.00
Maximum
Debt
Net Leverage Ratio								3.75
Base rate \| One Month Interest Period [Member]
Debt
Interest rate (as a percent)			1.00%
Interest period			1 month
SOFR \| Minimum
Debt
Variable rate (as a percent)				2.50%
SOFR \| Maximum
Debt
Variable rate (as a percent)				3.75%
ABR \| Minimum
Debt
Variable rate (as a percent)				1.50%
ABR \| Maximum
Debt
Variable rate (as a percent)				2.75%
SOFR \| One Month Interest Period [Member]
Debt
Interest period			1 month
SOFR \| Three Month Interest Period [Member]
Debt
Interest period			3 months
Variable rate (as a percent)			0.15%
SOFR \| Six Month Interest Period [Member]
Debt
Interest period			6 months
Variable rate (as a percent)			0.25%
NYFRB
Debt
Interest rate (as a percent)			0.50%
New short-term trade finance facility
Debt
Face amount		$ 70,000
Variable rate (as a percent)		4.00%
Line of credit				$ 42,500
Debt term		1 year
New short-term trade finance facility \| SOFR one-month
Debt
Variable rate (as a percent)		1.00%
New short-term trade finance facility \| Federal Funds Rate
Debt
Variable rate (as a percent)		0.50%
Revolving credit facility
Debt
Debt finance costs			$ 3,300
Face amount			$ 175,000
Line of credit				$ 45,000
Weighted average effective rate (as a percent)				9.00%
Revolving credit facility \| Minimum
Debt
Line of credit, Commitment fee percentage (as a percent)			0.20%
Revolving credit facility \| Maximum
Debt
Line of credit, Commitment fee percentage (as a percent)			0.35%
Term Loan facility
Debt
Debt finance costs			$ 3,300
Face amount			$ 175,000
Variable rate (as a percent)				9.20%
Percentage of original principal amount			1.25%
Line of credit, periodic payment term			3 years
Periodic payment principal amount			$ 2,200
Term Loan facility \| Year four
Debt
Percentage of original principal amount			1.875%
Periodic payment principal amount			$ 3,300
Term Loan facility \| Year five
Debt
Percentage of original principal amount			2.50%
Periodic payment principal amount			$ 4,400
Standby letter of credit
Debt
Letters of credit outstanding				$ 2,600
Delayed Draw Term Loan Facility
Debt
Face amount									$ 50,000
Proceeds from line of credit				0
International Debt and Lending Facilities \| Westrock Coffee Company, LLC. \| Mortgage backed securities
Debt
Long term note				$ 1,400
International Debt and Lending Facilities \| Rwanda Trading Company \| Mortgage backed securities
Debt
Number of tranches \| item				3
International Debt and Lending Facilities Loan #1 \| Rwanda Trading Company \| Mortgage backed securities
Debt
Long term note				$ 800
International Debt and Lending Facilities Loan #2 \| Rwanda Trading Company \| Mortgage backed securities
Debt
Long term note				700
International Debt and Lending Facilities Loan #3 \| Rwanda Trading Company \| Mortgage backed securities
Debt
Long term note				600
Unsecured Working Capital Trade Finance Facility
Debt
Face amount	$ 5,000
Line of credit	$ 5,000
Unsecured Working Capital Trade Finance Facility \| SOFR
Debt
Variable rate	Term SOFR
Unsecured Working Capital Trade Finance Facility \| Stepped repayments due December 31, 2024
Debt
Periodic payment principal amount	$ 500
Unsecured Working Capital Trade Finance Facility \| Stepped repayments due December 31, 2025
Debt
Periodic payment principal amount	1,000
Unsecured Working Capital Trade Finance Facility \| Stepped repayments due December 31, 2026
Debt
Periodic payment principal amount	$ 3,500
Working Capital Trade Finance Facility \| Westrock Coffee Company, LLC. \| Mortgage backed securities
Debt
Short-term debt				$ 8,500
Number of mortgage-backed lending facilities \| item				2

Derivatives - Pre-tax net gains and losses (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Derivatives
Net unrealized gains (losses)	$ 3,156	$ (2,802)	$ 4,679	$ (10,087)
Designated as hedges \| Cash flow hedging \| Coffee derivatives \| Cost of sales
Derivatives
Net realized gains (losses)	(3,147)	4,267	(5,234)	11,098
Not designated as hedges \| Cash flow hedging \| Forward sales and purchase contracts \| Cost of sales
Derivatives
Net unrealized gains (losses)	$ (669)	$ 29	$ 402	$ 7,266

- Definition

+ References + Details

Equity-Based Compensation (Tables)

9 Months Ended

Sep. 30, 2023

Equity-Based Compensation

Schedule of number of unvested restricted stock awards


		Average Fair
	Units	Market Value
Outstanding at December 31, 2022	1,127,000	$	11.49
Granted	1,266,935		11.82
Forfeited	(79,052)		11.64
Vested	(404,371)		11.51
Outstanding at September 30, 2023	1,910,512	$	11.70

Fair Value Measurements

9 Months Ended

Sep. 30, 2023

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 September 30, 2023:


	September 30, 2023
(Thousands)	Level 1		Level 2		Level 3		Total
Assets:
Green coffee associated with forward contracts	$	—	$	38,169	$	—	$	38,169
Forward purchase and sales contracts		—		15,159		—		15,159
Total	$	—	$	53,328	$	—	$	53,328

Liabilities:
Coffee futures contracts	$	1,136	$	—	$	—	$	1,136
Forward purchase and sales contracts		—		3,962		—		3,962
Westrock Public Warrants		31,839		—		—		31,839
Westrock Private Warrants		—		—		4,336		4,336
Total	$	32,975	$	3,962	$	4,336	$	41,273

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


(Thousands)	Westrock Private Warrants
Fair value as of December 31, 2022	$	28,342
Transfer out of Level 3		(18,916)
Change in fair value		(5,090)
Fair value as of September 30, 2023	$	4,336

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

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 $1.86 and $2.27 per warrant as of September 30, 2023 and December 31, 2022, respectively. Westrock Private Warrants price of $2.14 and $3.83 per warrant as of September 30, 2023 and December 31, 2022, respectively, 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:


	September 30, 2023		December 31, 2022
Stock price	$	8.86	$	13.36
Exercise price	$	11.50	$	11.50
Expected term (years)		5.00		5.00
Expected volatility		34.90%		7.74%
Risk-free rate of return		4.65%		3.99%
Dividend yield		0.00%		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, a supply chain finance program and long-term debt. The carrying amount of cash, accounts receivable, accounts payable and the supply chain finance program was estimated by management to approximate fair value due to the relatively short period of time to maturity for those instruments. The Term Loan Facility and the Revolving Credit Facility are carried on the Condensed Consolidated Balance Sheets at amortized cost and are estimated by management to approximate fair value as of September 30, 2023 as the interest rate on these facilities is adjusted for changes in the market rates. The fair value of the Term Loan Facility and the Revolving Credit 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 three and nine months ended September 30, 2023 or 2022, requiring these non-financial assets and liabilities to be subsequently recognized at fair value.

At September 30, 2023, the Company had an equity investment with a carrying value of approximately $1.0 million, for which there is no readily determinable fair value. This investment is recorded at cost within other long-term assets on the Condensed Consolidated Balance Sheets. As of September 30, 2023, there have been no adjustments, upward or downward, to the carrying value.

- Definition

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.

+ References + Details

Segment Information (Tables)

9 Months Ended

Sep. 30, 2023

Segment Information

Summary of selected financial data related to our segments


	Three Months Ended September 30, 2023
			Sustainable				Total of
	Beverage		Sourcing &		Intersegment		Reportable
(Thousands)	Solutions		Traceability		Revenues		Segments
Net sales	$	176,818	$	44,098	$	(1,304)	$	219,612

Adjusted EBITDA		9,884		1,711		n/a		11,595
Less:
Interest expense, net								7,803
Income tax expense (benefit)								(5,212)
Depreciation and amortization								6,364
Acquisition, restructuring and integration expense								3,137
Change in fair value of warrant liabilities								(25,105)
Equity-based compensation								2,439
Conway extract and ready-to-drink facility start-up costs								3,035
Mark-to-market adjustments								1,160
Loss on disposal of property, plant and equipment								248
Other								1,105
Net income (loss)							$	16,621
Total assets		801,466		89,605		n/a		891,071


	Three Months Ended September 30, 2022
			Sustainable				Total of
	Beverage		Sourcing &		Intersegment		Reportable
(Thousands)	Solutions		Traceability		Revenues		Segments
Net sales	$	173,486	$	62,809	$	(5,987)	$	230,308

Adjusted EBITDA		15,885		2,028		n/a		17,913
Less:
Interest expense, net								13,404
Income tax expense (benefit)								(428)
Depreciation and amortization								5,816
Acquisition, restructuring and integration expense								3,959
Change in fair value of warrant liabilities								5,215
Management and consulting fees (S&D Coffee, Inc. acquisition)								834
Equity-based compensation								705
Mark-to-market adjustments								543
Loss on disposal of property, plant and equipment								459
Other								424
Net income (loss)							$	(13,018)
Total assets		638,160		111,928		n/a		750,088


	Nine Months Ended September 30, 2023
			Sustainable				Total of
	Beverage		Sourcing &		Intersegment		Reportable
(Thousands)	Solutions		Traceability		Revenues		Segments
Net sales	$	547,746	$	105,537	$	(3,535)	$	649,748

Adjusted EBITDA		29,965		1,393		n/a		31,358
Less:
Interest expense, net								21,216
Income tax expense (benefit)								(3,331)
Depreciation and amortization								18,419
Acquisition, restructuring and integration expense								12,682
Change in fair value of warrant liabilities								(18,833)
Management and consulting fees (S&D Coffee, Inc. acquisition)								556
Equity-based compensation								6,297
Conway extract and ready-to-drink facility start-up costs								6,615
Mark-to-market adjustments								(1,045)
Loss on disposal of property, plant and equipment								1,145
Other								2,153
Net income (loss)							$	(14,516)
Total assets		801,466		89,605		n/a		891,071


	Nine Months Ended September 30, 2022
			Sustainable				Total of
	Beverage		Sourcing &		Intersegment		Reportable
(Thousands)	Solutions		Traceability		Revenues		Segments
Net sales	$	492,712	$	169,041	$	(21,604)	$	640,149

Adjusted EBITDA		38,776		3,824		n/a		42,600
Less:
Interest expense, net								30,265
Income tax expense (benefit)								(3,511)
Depreciation and amortization								17,782
Acquisition, restructuring and integration expense								8,746
Change in fair value of warrant liabilities								5,215
Management and consulting fees (S&D Coffee, Inc. acquisition)								3,035
Equity-based compensation								1,184
Mark-to-market adjustments								793
Loss on disposal of property, plant and equipment								748
Other								1,885
Net income (loss)							$	(23,542)
Total assets		638,160		111,928		n/a		750,088

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
Net sales	$ 219,612	$ 230,308	$ 649,748	$ 640,149
Costs of sales	184,546	189,169	544,707	521,681
Gross profit	35,066	41,139	105,041	118,468
Selling, general and administrative expense	37,050	31,223	105,275	101,332
Acquisition, restructuring and integration expense	3,137	3,959	12,682	8,746
Loss on disposal of property, plant and equipment	248	459	1,145	748
Total operating expenses	40,435	35,641	119,102	110,826
Income (loss) from operations	(5,369)	5,498	(14,061)	7,642
Interest expense, net	7,803	13,404	21,216	30,265
Change in fair value of warrant liabilities	(25,105)	5,215	(18,833)	5,215
Other, net	510	325	1,323	(785)
Income (loss) before income taxes and equity in earnings from unconsolidated entities	11,423	(13,446)	(17,767)	(27,053)
Income tax expense (benefit)	(5,212)	(428)	(3,331)	(3,511)
Equity in (earnings) loss from unconsolidated entities	14		80
Net income (loss)	16,621	(13,018)	(14,516)	(23,542)
Net income (loss) attributable to non-controlling interest		(22)	15	43
Net income (loss) attributable to shareholders	16,621	(12,996)	(14,531)	(23,585)
Participating securities' share in earnings	(3,912)
Accretion of Series A Convertible Preferred Shares	93		(249)
Loss on extinguishment of Redeemable Common Equivalent Preferred Units, net		(2,870)		(2,870)
Common equivalent preferred dividends		(4,380)		(4,380)
Accumulating preferred dividends				(13,882)
Net income (loss) attributable to common shareholders	$ 12,802	$ (20,246)	$ (14,780)	$ (44,717)
Earnings (loss) per common share:
Basic (in dollars per share)	$ 0.15	$ (0.41)	$ (0.19)	$ (1.12)
Diluted (in dollars per share)	$ 0.15	$ (0.41)	$ (0.19)	$ (1.12)
Weighted-average number of shares outstanding:
Basic (in shares)	83,437	49,795	78,203	39,819
Diluted (in shares)	107,080	49,795	78,203	39,819

Derivatives (Tables)

9 Months Ended

Sep. 30, 2023

Derivatives

Schedule of fair value of derivative assets and liabilities


(Thousands)	Balance Sheet Location	September 30, 2023		December 31, 2022
Derivative assets not designated as cash flow hedging instruments:
Forward purchase and sales contracts	Derivative assets	$	15,159	$	15,053
Total derivative assets		$	15,159	$	15,053

Derivative liabilities designated as cash flow hedging instruments:
Coffee futures contracts⁽¹⁾	Derivative liabilities	$	1,136	$	3,334
Total		$	1,136	$	3,334

Derivative liabilities not designated as cash flow hedging instruments:
Forward purchase and sales contracts	Derivative liabilities	$	3,962	$	4,258
Total derivative liabilities		$	5,098	$	7,592

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

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


		Three Months Ended September 30,				Nine Months Ended September 30,
(Thousands)	Statement of Operations Location	2023		2022		2023		2022
Derivative assets designated as cash flow hedging instruments:
Net realized gains (losses) on coffee derivatives	Costs of sales	$	(3,147)	$	4,267	$	(5,234)	$	11,098

Derivative assets and liabilities not designated as cash flow hedging instruments:
Net unrealized gains (losses) on forward sales and purchase contracts	Costs of sales	$	(669)	$	29	$	402	$	7,266

Fair Value Measurements - Other Information (Details) - USD ($) $ / shares in Units, $ in Thousands	Sep. 30, 2023	Dec. 31, 2022	Aug. 26, 2022
Fair Value Measurements
Assets	$ 53,328	$ 54,981
Liabilities	41,273	63,113
Warrant exercise price (in dollars per share)			$ 11.50
Green coffee associated with forward contracts
Fair Value Measurements
Assets	38,169	39,928
Coffee futures contracts
Fair Value Measurements
Liabilities	1,136	3,334
Forward purchase and sales contracts
Fair Value Measurements
Assets	15,159	15,053
Liabilities	3,962	4,258
Westrock Public Warrants
Fair Value Measurements
Liabilities	$ 31,839	$ 27,179
Warrant exercise price (in dollars per share)	$ 1.86	$ 2.27
Westrock Private Warrants
Fair Value Measurements
Liabilities	$ 4,336	$ 28,342
Warrant exercise price (in dollars per share)	$ 2.14	$ 3.83
Level 1
Fair Value Measurements
Liabilities	$ 32,975	$ 30,513
Level 1 \| Coffee futures contracts
Fair Value Measurements
Liabilities	1,136	3,334
Level 1 \| Westrock Public Warrants
Fair Value Measurements
Liabilities	31,839	27,179
Level 2
Fair Value Measurements
Assets	53,328	54,981
Liabilities	3,962	4,258
Level 2 \| Green coffee associated with forward contracts
Fair Value Measurements
Assets	38,169	39,928
Level 2 \| Forward purchase and sales contracts
Fair Value Measurements
Assets	15,159	15,053
Liabilities	3,962	4,258
Level 3
Fair Value Measurements
Liabilities	4,336	28,342
Level 3 \| Westrock Private Warrants
Fair Value Measurements
Liabilities	$ 4,336	$ 28,342

Revenue

9 Months Ended

Sep. 30, 2023

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 September 30, 2023, the Company has $6.0 million of such repurchase agreement obligations, collateralized by the corresponding inventory, that are recorded within accrued expenses and other current liabilities on the Condensed Consolidated Balance Sheets. Net cash flows associated with these repurchase agreements are reported as financing activities in the Condensed 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 costs of sales in our Condensed Consolidated Statements of Operations. For the three and nine months ended September 30, 2023, we recorded $0.7 million of net unrealized losses and $0.4 million of net unrealized gains, respectively, within costs of sales. For the three and nine months ended September 30, 2022, we recorded a nominal amount and $7.3 million of net unrealized gains, respectively, within costs of sales.

For the three and nine months ended September 30, 2023, the Company recognized $42.4 million and $101.6 million in revenues under ASC 815, respectively, and for the three and nine months ended September 30, 2022, the Company recognized $56.6 million and $147.0 million in revenues under ASC 815, respectively, which 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 Condensed Consolidated Balance Sheets. Accrued sales incentives were $1.3 million and $1.3 million at September 30, 2023 and December 31, 2022, respectively.

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 September 30, 2023 or December 31, 2022. Receivables from contracts with customers are included in accounts receivable, net on the Company’s Condensed Consolidated Balance Sheets. At September 30, 2023 and December 31, 2022, accounts receivable, net included $102.9 million and $104.7 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 September 30, 2023 and December 31, 2022, no costs were capitalized as all arrangements were less than a year.

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, for the periods indicated is as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
(Thousands)	2023		2022		2023		2022
Coffee & tea	$	131,819	$	146,689	$	425,241	$	408,914
Flavors, extracts & ingredients		44,332		26,107		121,999		81,448
Other		667		690		506		2,350
Green coffee		42,794		56,822		102,002		147,437
Net sales	$	219,612	$	230,308	$	649,748	$	640,149


	Three Months Ended September 30,				Nine Months Ended September 30,
(Thousands)	2023		2022		2023		2022
United States	$	184,280	$	181,789	$	562,942	$	515,742
All other countries		35,332		48,519		86,806		124,407
Net sales	$	219,612	$	230,308	$	649,748	$	640,149

- Definition

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.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-9

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-10

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 15
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-15

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-13

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Topic 606
-Publisher FASB
-URI https://asc.fasb.org//606/tableOfContent

+ Details

Fair Value Measurements - Measurements (Details) $ in Millions	Sep. 30, 2023 USD ($) $ / shares Y	Dec. 31, 2022 $ / shares Y
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Equity method investment at cost	$ 1.0
Upward adjustment to carrying value	0.0
Downward adjustment to carrying value	$ 0.0
Stock price
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement inputs \| $ / shares	8.86	13.36
Exercise price
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement inputs \| $ / shares	11.50	11.50
Expected term (years)
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement inputs \| Y	5.00	5.00
Expected volatility
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement inputs	0.3490	0.0774
Risk-free rate of return
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement inputs	0.0465	0.0399
Dividend yield
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement inputs	0.0000	0.0000

Inventories (Tables)

9 Months Ended

Sep. 30, 2023

Inventories

Schedule of inventories


(Thousands)	September 30, 2023		December 31, 2022
Raw materials	$	81,081	$	66,925
Finished goods		30,205		21,232
Green coffee		50,060		57,679
Total inventories	$	161,346	$	145,836

Property, Plant and Equipment, Net (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Property, Plant and Equipment, Net
Property, plant and equipment, gross	$ 365,210		$ 365,210		$ 252,208
Less: accumulated depreciation	(77,447)		(77,447)		(67,002)
Property, plant and equipment, net	287,763		287,763		185,206
Depreciation expense	4,400	$ 4,100	12,400	$ 12,700
Property, plant and equipment reclassification for error					10,100
Land
Property, Plant and Equipment, Net
Property, plant and equipment, gross	8,840		8,840		9,052
Building
Property, Plant and Equipment, Net
Property, plant and equipment, gross	35,956		35,956		35,499
Leasehold improvements
Property, Plant and Equipment, Net
Property, plant and equipment, gross	9,452		9,452		1,651
Plant equipment
Property, Plant and Equipment, Net
Property, plant and equipment, gross	110,973		110,973		107,215
Vehicles and transportation equipment
Property, Plant and Equipment, Net
Property, plant and equipment, gross	676		676		700
IT systems
Property, Plant and Equipment, Net
Property, plant and equipment, gross	7,510		7,510		3,053
Furniture and fixtures
Property, Plant and Equipment, Net
Property, plant and equipment, gross	3,160		3,160		3,068
Customer beverage equipment
Property, Plant and Equipment, Net
Property, plant and equipment, gross	24,163		24,163		21,930
Lease right-of-use assets
Property, Plant and Equipment, Net
Property, plant and equipment, gross	51		51		36
Construction in progress and equipment deposits
Property, Plant and Equipment, Net
Property, plant and equipment, gross	$ 164,429		$ 164,429		$ 70,004
Minimum \| Building
Property, Plant and Equipment, Net
Useful life	10 years		10 years
Minimum \| Plant equipment
Property, Plant and Equipment, Net
Useful life	3 years		3 years
Minimum \| Vehicles and transportation equipment
Property, Plant and Equipment, Net
Useful life	3 years		3 years
Minimum \| IT systems
Property, Plant and Equipment, Net
Useful life	3 years		3 years
Minimum \| Furniture and fixtures
Property, Plant and Equipment, Net
Useful life	3 years		3 years
Minimum \| Customer beverage equipment
Property, Plant and Equipment, Net
Useful life	3 years		3 years
Maximum \| Building
Property, Plant and Equipment, Net
Useful life	40 years		40 years
Maximum \| Plant equipment
Property, Plant and Equipment, Net
Useful life	15 years		15 years
Maximum \| Vehicles and transportation equipment
Property, Plant and Equipment, Net
Useful life	5 years		5 years
Maximum \| IT systems
Property, Plant and Equipment, Net
Useful life	7 years		7 years
Maximum \| Furniture and fixtures
Property, Plant and Equipment, Net
Useful life	10 years		10 years
Maximum \| Customer beverage equipment
Property, Plant and Equipment, Net
Useful life	5 years		5 years

Leases - Other (Details)	Sep. 30, 2023
Leases
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

Disclosure - Summary of Significant Accounting Policies - Obligations Outstanding (Details)	9 Months Ended
	Sep. 30, 2023 USD ($)
Summary of Significant Accounting Policies
Confirmed obligations outstanding at the beginning of the year	$ 0
Invoices confirmed during the year	69,787,000
Confirmed invoices paid during the year	(2,321,000)
Confirmed obligations outstanding at the end of the quarter	$ 67,466,000

Equity-Based Compensation - Restricted common units - Activity (Details) - Restricted common units	9 Months Ended
	Sep. 30, 2023 $ / shares shares
Units
Units outstanding, Beginning balance (in shares) \| shares	1,127,000
Units granted (in shares) \| shares	1,266,935
Units forfeited (in shares) \| shares	(79,052)
Units vested (in shares) \| shares	(404,371)
Units outstanding, Ending balance (in shares) \| shares	1,910,512
Average Fair Market Value
Average Fair Market Value outstanding, Beginning balance (in dollars per shares) \| $ / shares	$ 11.49
Average Fair Market Value granted (in dollars per shares \| $ / shares	11.82
Average Fair Market Value forfeited (in dollars per shares \| $ / shares	11.64
Average Fair Market Value vested (in dollars per shares \| $ / shares	11.51
Average Fair Market Value outstanding, Ending balance (in dollars per shares \| $ / shares	$ 11.70