0001558370-24-003417 | 10-K | XBRL Viewer

December 31, 2023

December 31, 2022

Weighted-average discount rate

Weighted-average remaining lease term

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Income Taxes - Deferred income tax assets and liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Deferred tax assets
Liabilities and reserves	$ 2,158	$ 2,300
Interest limitation	18,217	16,256
Net operating losses	21,804	13,483
Transaction expenses	186	206
Inventories	1,146	1,449
Stock compensation	1,205	794
Derivatives		552
Operating lease liabilities	16,223	2,430
Other	2,131	269
Total	63,070	37,739
Valuation allowance	(12,878)	(8,464)	$ (1,145)	$ (513)
Total deferred tax assets, net	50,192	29,275
Deferred tax liabilities
Property, plant and equipment	(15,649)	(13,334)
Intangible assets	(26,392)	(27,358)
Derivatives	(2,214)
Right-of-use assets	(16,041)	(2,403)
Other	(743)	(535)
Total	(61,039)	(43,630)
Net deferred tax liability	$ (10,847)	$ (14,355)

Leases (Tables)

12 Months Ended

Dec. 31, 2023

Leases

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


(Thousands)	Balance Sheet Location	December 31, 2023		December 31, 2022
Right-of-use operating lease assets	Operating lease right-of-use assets	$	67,601	$	11,090
Operating lease liabilities - current	Accrued expenses and other current liabilities		4,809		2,832
Operating lease liabilities - noncurrent	Operating lease liabilities		63,554		8,424

Schedule of components of lease costs


	Year Ended December 31,
(Thousands)	2023		2022
Operating lease cost	$	4,857	$	4,422
Short-term lease cost		1,020		40
Total	$	5,877	$	4,462

We identified a $3.3 million disclosure error in the disclosure of the components of lease costs for the year ended December 31, 2022. The amounts presented above reflect the corrected amounts.

The following table presents information about the Company’s weighted average discount rate and remaining lease term as of December 31, 2023 and 2022:

Supplemental cash flow information about the Company’s leases as of December 31, 2023 and 2022, respectively, is as follows:


	Year Ended December 31,
(Thousands)	2023		2022
Operating cash flows from operating leases	$	4,317	$	3,373

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


(Thousands)
2024	$	9,708
2025		8,678
2026		8,086
2027		8,149
2028		7,635
Thereafter		69,498
Total future minimum lease payments		111,754
Less: imputed interest		(43,391)
Present value of minimum lease payments	$	68,363

Series A Preferred Shares (Details) $ / shares in Units, $ in Millions	12 Months Ended
	Dec. 31, 2023 USD ($) D item $ / shares shares	Dec. 31, 2022 USD ($)
Temporary Equity [Line Items]
Conversion price	$ 11.50
Common shares issued \| shares	76,030
Preferred Shares \| shares	76,030
Term of anniversary	5 years 6 months
Number of shares converted \| item	1
Threshold number of days \| D	10
Redemption price per share	$ 18.50
Series A Preferred Shares
Temporary Equity [Line Items]
Shares issued \| shares	23,587,952
Liquidation preference per share	$ 11.50
Liquidation preference share \| shares	23,511,922
Conversion price	$ 11.50
Accretion value \| $	$ 0.2	$ 1.3
Series A Preferred Shares \| Minimum
Temporary Equity [Line Items]
Aggregate redemption payment \| $	$ 270.4
Redemption price per share	$ 18.50

Leases - Other (Details)	12 Months Ended
Leases - Other (Details)	Dec. 31, 2023
Leases
Option to extend	true
Option to terminate	true
Termination term (in years)	1 year
Minimum
Leases
Remaining non-cancelable lease term (in years)	1 year
Maximum
Leases
Remaining non-cancelable lease term (in years)	15 years

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
Net loss	$ (34,567)	$ (55,461)	$ (21,308)
Other comprehensive income (loss), net of tax:
Unrealized gain (loss) on derivative instruments	9,717	(18,114)	8,178
Foreign currency translation adjustment	204	(7)	20
Total other comprehensive income (loss)	9,921	(18,121)	8,198
Comprehensive loss	(24,646)	(73,582)	(13,110)
Comprehensive income (loss) attributable to non-controlling interests	15	(276)	639
Comprehensive loss attributable to shareholders	(24,661)	(73,306)	(13,749)
Accretion of Series A Convertible Preferred Shares	(161)	(1,316)
Loss on extinguishment of Redeemable Common Equivalent Preferred Units, net		(2,870)
Common equivalent preferred dividends		(4,380)
Accumulating preferred dividends		(13,882)	(24,208)
Comprehensive loss attributable to common shareholders	$ (24,822)	$ (95,754)	$ (37,957)

Acquisitions

12 Months Ended

Dec. 31, 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

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 Common Shares 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.

Intangible Assets

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

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

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


	Estimated Fair		Estimated Useful
(Thousands)	Market Value		Life
Customer relationships	$	11,148		10 years
Favorable lease asset		570		2.5 years
Total	$	11,718

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

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


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

Debt - Information (Details) $ in Thousands			12 Months Ended
Debt - Information (Details) $ in Thousands	Sep. 28, 2023 USD ($)	Feb. 28, 2020 USD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2023 USD ($) item	Aug. 29, 2022 USD ($)
Debt
Early termination fees			$ 1,580
Unamortized deferred financing fees written off			4,296
Debt finance costs					$ 6,600
Short-term debt			$ (42,905)	$ (43,694)
Term Loan Due in 2025 \| Westrock Beverage Solutions, LLC
Debt
Face amount		$ 240,000
Early termination fees		1,600
Unamortized deferred financing fees written off		4,000
US Asset Based Lending Facility \| Westrock Beverage Solutions, LLC
Debt
Face amount		90,000
Unamortized deferred financing fees written off		300
Debt finance costs		$ 1,300
International Debt and Lending Facilities \| Westrock Coffee Company, LLC. \| Mortgage backed securities
Debt
Long term note				1,200
Unsecured Working Capital Trade Finance Facility
Debt
Face amount	$ 5,000
Line of credit				5,000
Long term debt, net				4,500
Current maturities of long term debt				$ 500
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
Number of mortgage-backed lending facilities \| item				2
Short-term debt				$ (6,700)

Fair Value Measurements - Change in Fair Value (Details) - Level 3 - Westrock Private Warrants - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Fair Value Measurements
Fair value as of beginning	$ 28,342
Assumption of warrants		$ 11,618
Transfer out of Level 3	(18,916)
Change in fair value	(3,996)	16,724
Fair value as of ending	$ 5,430	$ 28,342

Equity-Based Compensation - Restricted common units - Other (Details) $ in Millions			1 Months Ended	12 Months Ended
	Feb. 28, 2023 installment	Feb. 28, 2020 employee	Aug. 31, 2022 shares	Dec. 31, 2023 USD ($) shares	Dec. 31, 2022 USD ($) shares	Dec. 31, 2021 USD ($) shares
Share-Based Compensation Arrangement by Share-Based Payment Award
Stock based compensation expenses \| $				$ 0.4	$ 0.6	$ 0.5
Restricted common units
Share-Based Compensation Arrangement by Share-Based Payment Award
Units granted (in shares)				1,370,564	1,100,000
Vested				416,705
Units outstanding				1,989,782	1,127,000
Granted Fair Value \| $				$ 15.8	$ 13.1
Common shares issued upon vesting of restricted common shares				310,635
Stock based compensation expenses \| $				$ 8.3	$ 1.7
Period to recognized compensation cost				3 years
Aggregate intrinsic value \| $				$ 4.8
Shares available for issuance				2,200,000
Restricted Awards
Share-Based Compensation Arrangement by Share-Based Payment Award
Common shares issued upon vesting of restricted common shares				310,670	332,251	320,998
Volatility rate			40.00%
Risk free interest rate			1.14%
Discount rate			30.00%
Stock based compensation expenses \| $				$ 0.1	$ 0.3	$ 0.8
Restricted Awards \| Executive employee
Share-Based Compensation Arrangement by Share-Based Payment Award
Number of executive \| employee		3
Number of shares issued for each unit			0.1049203474320
Number of installments \| installment	3
Vesting period			3 years

Debt - Future payments (Details) $ in Thousands	Dec. 31, 2023 USD ($)
Debt
2024	$ 9,811
2025	11,501
2026	17,719
2027	196,250
Total	$ 235,281

- Definition

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

+ References + Details

SCHEDULE I - PARENT COMPANY ONLY

12 Months Ended

Dec. 31, 2023

SCHEDULE I - PARENT COMPANY ONLY

SCHEDULE I - PARENT COMPANY ONLY

SCHEDULE I

WESTROCK COFFEE COMPANY

PARENT COMPANY ONLY

CONDENSED BALANCE SHEET


(Thousands, except par value)	December 31, 2023		December 31, 2022
ASSETS
Cash and cash equivalents	$	49	$	77
Related party receivables		60		2,000
Total current assets		109		2,077

Deferred income taxes		4,332		1,032
Investment in consolidated subsidiaries		432,991		336,753
Total Assets	$	437,432	$	339,862

LIABILITIES, CONVERTIBLE PREFERRED SHARES AND SHAREHOLDERS' EQUITY
Accrued expenses and other current liabilities	$	30	$	38
Related party payables		4,645		98
Total current liabilities		4,675		136

Warrant liabilities		44,801		55,521
Total liabilities		49,476		55,657

Series A Convertible Preferred Shares, $0.01 par value, 24,000 shares authorized, 23,512 shares and 23,588 shares issued and outstanding at December 31, 2023 and December 31, 2022, respectively, $11.50 liquidation value		274,216		274,936

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, 88,051 shares and 75,020 shares issued and outstanding at December 31, 2023 and December 31, 2022, respectively		880		750
Additional paid-in-capital		471,666		342,664
Accumulated deficit		(362,624)		(328,042)
Accumulated other comprehensive income (loss)		3,818		(6,103)
Total shareholders' equity		113,740		9,269

Total Liabilities, Convertible Preferred Shares and Shareholders' Equity	$	437,432	$	339,862

See accompanying notes to the condensed financial statements.

SCHEDULE I

WESTROCK COFFEE COMPANY

PARENT COMPANY ONLY

CONDENSED STATEMENTS OF OPERATIONS


	Year Ended December 31,
(Thousands, except per share data)	2023		2022		2021
Selling, general and administrative expense	$	8,764	$	—	$	—
Transaction, restructuring and integration expense		344		—		—
Total operating expenses		9,108		—		—
Loss from operations		(9,108)		—		—
Other (income) expense
Change in fair value of warrant liabilities		(10,207)		29,675		—
Other, net		(24)		—		—
Loss (earnings) from consolidated subsidiaries		39,006		23,364		21,947
Loss before income taxes		(37,883)		(53,039)		(21,947)
Income tax expense (benefit)		(3,301)		2,146		—
Net loss attributable to shareholders		(34,582)		(55,185)		(21,947)
Comprehensive loss attributable to common shareholders	$	(24,822)	$	(95,754)	$	(37,957)

See accompanying notes to the condensed financial statements.

SCHEDULE I

WESTROCK COFFEE COMPANY

PARENT COMPANY ONLY

CONDENSED STATEMENTS OF CASH FLOWS


	Year Ended December 31,
(Thousands)	2023		2022		2021
Cash flows from operating activities:
Net cash used in operating activities	$	(22,981)	$	(14,950)	$	(22,425)
Cash flows from financing activities:
Proceeds from related party debt		—		11,700		—
Proceeds from issuance of common equivalent preferred units		—		—		17,000
Proceeds from de-SPAC merger and PIPE financing		—		255,737		—
Payment of common equity issuance costs		(1,000)		(23,998)		—
Proceeds from common equity issuance		118,767		—		—
Payment of preferred equity issuance costs		—		(1,250)		—
Common equivalent preferred dividends		—		(4,380)		—
Payment of taxes for net share settlement of equity awards		(2,977)		(477)		—
Proceeds from exercise of stock options		848		375		(162)
Proceeds from exercise of Public Warrants		2,632		—		—
Intercompany transactions, net		(95,317)		(223,700)		6,607
Net cash provided by financing activities		22,953		14,007		23,445
Net increase (decrease) in cash and cash equivalents and restricted cash		(28)		(943)		1,020
Cash and cash equivalents and restricted cash at beginning of period		77		1,020		—
Cash and cash equivalents and restricted cash at end of period	$	49	$	77	$	1,020

See accompanying notes to the condensed financial statements.

Notes to Parent Company Only Condensed Financial Statements

Note 1. Basis of Presentation

The condensed financial statements of Westrock Coffee Company (the “Registrant”) have been prepared in accordance with Rule 12-04, Schedule I of Regulation S-X, as the restricted assets of the subsidiaries of Westrock, as defined in Rule 4-08(e)(3) of Regulation S-X, exceed 25% of the consolidated net assets of the Company.

The condensed financial statements of Westrock Coffee Company have been prepared using the same accounting principles and policies described in Note 3, Summary of Significant Accounting Policies, of Part II, Item 8 Financial Statements and Supplementary Data of this Annual Report on Form 10-K, with the only exception being that the parent company accounts for its subsidiaries using the equity method of accounting. The parent company condensed financial information should be read in conjunction with the Company’s consolidated financial statements and the accompanying notes thereto included in Part II, Item 8 of this Annual Report on Form 10-K.

Note 2. Debt Restrictions

Pursuant to the terms of the Credit Agreement, Westrock Beverage Solutions, LLC has restrictions on its ability to (i) declare or pay dividends or make any other distribution whether in cash, property, securities or a combination thereof or (ii) directly or indirectly redeem, purchase, retire or otherwise acquire for value any of Westrock Beverage Solutions, LLC’s equity interests or set aside any amount for such purpose, other than through the issuance of qualified equity interests, as defined in the Credit Agreement.

Subsequent Events (Details)						12 Months Ended
Subsequent Events (Details)	Aug. 15, 2024 USD ($) D $ / shares shares	Mar. 08, 2024 USD ($)	Feb. 12, 2024 USD ($) ft²	Jan. 08, 2024 USD ($)	Mar. 21, 2023 USD ($)	Dec. 31, 2023 USD ($)	Apr. 30, 2026	Dec. 31, 2025	Sep. 30, 2025	Mar. 31, 2025	Dec. 31, 2024	Mar. 07, 2024 USD ($)	Feb. 15, 2024 USD ($)	Sep. 30, 2023	Jun. 30, 2023
Subsequent Events
Termination term (in years)						1 year
Option to extend						true
Secured net leverage ratio						5.50				4.50	5.00			5.25	5.00
Minimum liquidity covenant required						$ 15,000,000
Anti-cash hoarding covenant requirement amount						20,000,000
Delayed Draw Term Loan Facility
Subsequent Events
Face amount						50,000,000.0
Line of credit						0
New short-term trade finance facility
Subsequent Events
Face amount					$ 70,000,000
Debt term					1 year
Variable rate (as a percent)					4.00%
Line of credit						$ 37,000,000.0
New short-term trade finance facility \| Federal Funds Rate
Subsequent Events
Variable rate (as a percent)					0.50%
New short-term trade finance facility \| SOFR one-month
Subsequent Events
Variable rate (as a percent)					1.00%
Minimum
Subsequent Events
Interest coverage ratio						2.00
Minimum \| SOFR
Subsequent Events
Variable rate (as a percent)						2.50%
Minimum \| ABR rate
Subsequent Events
Variable rate (as a percent)						1.50%
Maximum
Subsequent Events
Secured net leverage ratio															3.75
Maximum \| SOFR
Subsequent Events
Variable rate (as a percent)						3.75%
Maximum \| ABR rate
Subsequent Events
Variable rate (as a percent)						2.75%
Subsequent Events
Subsequent Events
Threshold trading days of 30 consecutive trading days for calculating share price \| D	20
Threshold consecutive trading days immediately preceding calendar year \| D	30
Percentage of conversion price for conversion of convertible notes	130.00%
Number of trading days of certain fundamental change transactions that occur prior to close of business	35 days
Subsequent Events \| Delayed Draw Term Loan Facility
Subsequent Events
Proceeds from line of credit				$ 50,000,000.0
Subsequent Events \| Westrock Group, LLC
Subsequent Events
Lease area (in sq feet) \| ft²			530,000
Cost incurred on lease termination			$ 0
Expected costs to be incurred on lease termination			$ 0
Percentage of equity interest owned	5.00%
Subsequent Events \| An affiliate of The Stephens Group, LLC
Subsequent Events
Percentage of equity interest owned	5.00%
Subsequent Events \| An affiliate of Sowell Westrock, L.P.
Subsequent Events
Percentage of equity interest owned	5.00%
Subsequent Events \| HF Direct Investments Pool, LLC
Subsequent Events
Percentage of equity interest owned	10.00%
Subsequent Events \| 5.00% convertible senior notes due 2029
Subsequent Events
Face amount	$ 1,000												$ 72,000,000.0
Interest rate (as a percent)													5.00%
Percentage of shares issuable on outstanding common stock	19.99%
Conversion price \| $ / shares	$ 12.84
Debt converted into shares \| shares	77.88
Subsequent Events \| New short-term trade finance facility
Subsequent Events
Face amount		$ 55,000,000.0										$ 70,000,000.0
Debt term		1 year
Subsequent Events \| New short-term trade finance facility \| SOFR
Subsequent Events
Variable rate (as a percent)		4.00%
Subsequent Events \| New short-term trade finance facility \| Federal Funds Rate
Subsequent Events
Variable rate (as a percent)		0.50%
Subsequent Events \| New short-term trade finance facility \| SOFR one-month
Subsequent Events
Variable rate (as a percent)		1.00%
Subsequent Events \| Minimum
Subsequent Events
Secured net leverage ratio							4.50
Interest coverage ratio								2.00	1.50
Subsequent Events \| Minimum \| SOFR \| During the covenant relief period
Subsequent Events
Secured net leverage ratio													3.00
Subsequent Events \| Minimum \| SOFR \| After the covenant relief period
Subsequent Events
Secured net leverage ratio													2.00
Subsequent Events \| Minimum \| ABR rate \| During the covenant relief period
Subsequent Events
Secured net leverage ratio													2.00
Subsequent Events \| Minimum \| ABR rate \| After the covenant relief period
Subsequent Events
Secured net leverage ratio													1.00
Subsequent Events \| Maximum
Subsequent Events
Secured net leverage ratio							6.25
Subsequent Events \| Maximum \| SOFR \| During the covenant relief period
Subsequent Events
Secured net leverage ratio													4.00
Subsequent Events \| Maximum \| SOFR \| After the covenant relief period
Subsequent Events
Secured net leverage ratio													3.00
Subsequent Events \| Maximum \| ABR rate \| During the covenant relief period
Subsequent Events
Secured net leverage ratio													3.00
Subsequent Events \| Maximum \| ABR rate \| After the covenant relief period
Subsequent Events
Secured net leverage ratio													2.00

SCHEDULE I - PARENT COMPANY ONLY - CONDENSED STATEMENT OF OPERATIONS (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Selling, general and administrative expense	$ 144,577	$ 129,985	$ 128,506
Transaction, restructuring and integration expense	14,557	13,169	8,835
Total operating expenses	160,287	144,089	137,584
Income (loss) from operations	(20,429)	8,676	7,839
Change in fair value of warrant liabilities	(10,207)	29,675
Other, net	1,446	(1,146)	(34)
Loss before income taxes	(40,825)	(55,350)	(24,676)
Income tax expense (benefit)	(6,358)	111	(3,368)
Net loss attributable to shareholders	(34,582)	(55,185)	(21,947)
Comprehensive loss attributable to common shareholders	(24,822)	(95,754)	(37,957)
PARENT COMPANY ONLY
Selling, general and administrative expense	8,764
Transaction, restructuring and integration expense	344
Total operating expenses	9,108
Income (loss) from operations	(9,108)
Change in fair value of warrant liabilities	(10,207)	29,675
Other, net	(24)
Loss (earnings) from consolidated subsidiaries	(39,006)	(23,364)	(21,947)
Loss before income taxes	(37,883)	(53,039)	(21,947)
Income tax expense (benefit)	(3,301)	2,146
Net loss attributable to shareholders	(34,582)	(55,185)	(21,947)
Comprehensive loss attributable to common shareholders	$ (24,822)	$ (95,754)	$ (37,957)

Fair Value Measurements - Measurements (Details)	Dec. 31, 2023 $ / shares Y	Dec. 31, 2022 $ / shares Y
Stock price
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement inputs	10.21	13.36
Exercise price
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement inputs	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	33.80	7.74
Risk-free rate of return
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement inputs	3.91	3.99
Dividend yield
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement inputs	0.00	0.00

Revenue - Revenue from Forward Contracts (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Derivatives
Purchase obligations	$ 238,700
Net unrealized gains (losses)	9,717	$ (18,114)	$ 8,178
Sustainable, Sourcing and Traceability
Derivatives
Purchase obligations	8,300	14,600
Forward sales contracts
Derivatives
Net unrealized gains (losses)	(4,100)	8,800	(4,800)
Revenue	$ 141,000	$ 181,700	$ 145,600

- 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

Equity-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2023

Equity-Based Compensation

Schedule of unit option activity


				Weighted-Average
		Weighted-Average		Remaining
	Options	Exercise Price		Contractual Term
Options outstanding at December 31, 2022	3,217,349	$	9.54	7.8 years
Options granted	—	$	—
Options forfeited	(323,148)	$	9.54
Options exercised	(88,525)	$	9.54
Outstanding at December 31, 2023	2,805,676	$	9.54	6.8 years

Exercisable at December 31, 2023	841,705	$	9.54	6.7 years

Schedule of restricted unit option activity


		Weighted-Average
		Fair Value at
	Units	Grant Date
Outstanding at December 31, 2022	1,127,000	$	11.49
Granted	1,370,564		11.53
Forfeited	(91,077)		11.63
Vested	(416,705)		11.49
Outstanding at December 31, 2023	1,989,782	$	11.51

Organization and Description of Business (Details) $ / shares in Units, $ in Thousands				12 Months Ended
	Aug. 07, 2023 USD ($)	Jul. 24, 2023 $ / shares shares	Jun. 29, 2023 USD ($) $ / shares shares	Dec. 31, 2023 USD ($) facility segment $ / shares	Dec. 31, 2022 $ / shares
Organization and Description of Business
Number of operating segments \| segment				2
Common stock, Par Value (in dollars per share) \| $ / shares				$ 0.01	$ 0.01
Aggregate gross proceeds \| $				$ 118,767
Concord, North Carolina
Organization and Description of Business
Number of manufacturing facilities \| facility				3
North Little Rock, Arkansas
Organization and Description of Business
Number of manufacturing facilities \| facility				1
Richmond, California
Organization and Description of Business
Number of manufacturing facilities \| facility				1
Kigali, Rwanda
Organization and Description of Business
Number of manufacturing facilities \| facility				1
Johor Bahru, Malaysia
Organization and Description of Business
Number of manufacturing facilities \| facility				1
Subscription agreement
Organization and Description of Business
Number of shares agreed to issue \| shares			5,000,000
Common stock, Par Value (in dollars per share) \| $ / shares			$ 0.01
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

Derivatives - Pre-tax net gains and losses (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Derivatives
Net unrealized gains (losses)	$ 9,717	$ (18,114)	$ 8,178
Designated as hedges \| Cash flow hedging \| Coffee derivatives \| Cost of sales
Derivatives
Net realized gains (losses)	(6,377)	13,094	7,197
Not designated as hedges \| Cash flow hedging \| Forward sales and purchase contracts \| Cost of sales
Derivatives
Net unrealized gains (losses)	$ (4,064)	$ 8,828	$ (4,799)

- Definition

+ References + Details

Income Taxes - Other (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Operating Loss Carryforwards
Operating loss carryforward	$ 88,300
Uncertain tax position	3,990	$ 96	$ 96	$ 96
Valuation allowance reversal impact on effective tax rate	100
Undistributed earnings of certain foreign subsidiaries for investment	6,800
Provisions	0
Federal
Operating Loss Carryforwards
Valuation allowance	9,900	6,900
Deferred tax assets interest limitation carryforward	7,600	5,500
State
Operating Loss Carryforwards
Operating loss carryforward	96,600
Foreign
Operating Loss Carryforwards
Valuation allowance	3,000	$ 1,600
Operating loss carryforward	$ 10,900

Summary of Significant Accounting Policies - Additional information (Details)		12 Months Ended
	Jan. 01, 2022 USD ($)	Dec. 31, 2023 USD ($) item	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Aug. 26, 2022 USD ($)
Summary of Significant Accounting Policies
Net loss		$ (34,567,000)	$ (55,461,000)	$ (21,308,000)
Net cash provided by (used in) operating activities		(64,064,000)	(56,628,000)	2,877,000
Unrealized gain (loss) on derivative instruments		9,717,000	(18,114,000)	8,178,000
Capitalized interest costs		$ 3,200,000	0
Credit period under the supplier finance program		180 days
Accumulated amortization of goodwill		$ 76,883,000	76,883,000	76,883,000
Number of approved suppliers \| item		1
Contractual Obligation		$ 78,076,000	0
Goodwill impairment charges		0
Impairment losses on property, plant and equipment		0	0	0
Intangible assets, net		122,945,000	130,886,000		$ 0
Goodwill		116,111,000	113,999,000	97,053,000	$ 0
Decrease in accumulated deficit		(362,624,000)	(328,042,000)
Loss before income taxes		(40,825,000)	(55,350,000)	(24,676,000)
Practical expedients election	true
Right-of-use operating lease assets		67,601,000	11,090,000
Lease liabilities recognized		68,363,000
Impairment losses on intangible assets		0	0	0
Gains/Losses related to changes in fair value of warrant liabilities		(10,207,000)	29,675,000
Equity method investment		400,000
Equity method investment at cost		1,000,000.0
Advertising expenses		1,900,000	3,600,000	2,900,000
Green coffee associated with forward contracts
Summary of Significant Accounting Policies
Unrealized gain (loss) on derivative instruments		4,200,000	(12,300,000)	8,400,000
Selling, general and administrative expenses
Summary of Significant Accounting Policies
Shipping and handling costs		$ 17,800,000	$ 22,100,000	$ 19,900,000
ASU 2016-02 \| Adjustment
Summary of Significant Accounting Policies
Right-of-use operating lease assets	$ 13,000,000
Lease liabilities recognized	$ 13,000,000.0

Equity-Based Compensation - Unit option - Other (Details) $ / shares in Units, shares in Millions, $ in Millions	12 Months Ended
	Dec. 31, 2023 USD ($) $ / shares	Dec. 31, 2022 USD ($) D $ / shares shares	Dec. 31, 2021 USD ($)	Aug. 31, 2022 D $ / shares
Share-Based Compensation Arrangement by Share-Based Payment Award
Options granted (in shares) \| shares		0.3
Stock based compensation expenses \| $	$ 0.4	$ 0.6	$ 0.5
Compensation cost not yet recognized \| $	0.1
2022 Equity Plan
Share-Based Compensation Arrangement by Share-Based Payment Award
Number of trading days \| D		10
Number of Consecutive Trading Days \| D		30
Share price (in dollars per share) \| $ / shares		$ 18.50
Restricted Awards
Share-Based Compensation Arrangement by Share-Based Payment Award
Stock based compensation expenses \| $	$ 0.1	$ 0.3	$ 0.8
Restricted Awards \| 2022 Equity Plan
Share-Based Compensation Arrangement by Share-Based Payment Award
Number of trading days \| D				10
Number of Consecutive Trading Days \| D				30
Share price (in dollars per share) \| $ / shares				$ 18.50
Stock options
Share-Based Compensation Arrangement by Share-Based Payment Award
Share price (in dollars per share) \| $ / shares	$ 10.21
Options outstanding, intrinsic value \| $	$ 1.9
Employee
Share-Based Compensation Arrangement by Share-Based Payment Award
Vesting period		4 years
Option expiration period		10 years
Period to recognized compensation cost	4 years
Employee \| Vesting tranche 1 \| Vesting option of four years of continuous service by the employee
Share-Based Compensation Arrangement by Share-Based Payment Award
Vesting period		4 years
Employee \| Vesting tranche 2 \| Realization of cash proceeds on all CEP Units
Share-Based Compensation Arrangement by Share-Based Payment Award
Vesting period		1 year

Leases - Schedule of amount of right-of-use lease assets and lease liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Right-of-use lease assets and lease liabilities
Right-of-use operating lease assets	$ 67,601	$ 11,090
Operating lease liabilities - current	$ 4,809	$ 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	$ 63,554	$ 8,424

Income Taxes - Reconciliation (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Income Taxes
Income tax expense (benefit) at US statutory income tax rate	$ (8,573)	$ (11,624)	$ (5,182)
State income tax expense (benefit), net of federal benefit	(862)	(1,507)	(773)
Foreign rate differential	(260)	(15)	(304)
Change in fair value of warrants	(2,144)	6,232
Global intangible low-taxed income ("GILTI") inclusion			1,095
Transaction costs			260
Stock compensation (windfall)/shortfall	(838)	(195)	57
Corporate interest restriction	677	291
Excess compensation (162(m))	717	182
Other permanent differences	161	146	78
Change in valuation allowance	4,414	7,319	632
Provision to return adjustments		(320)	(166)
Effect of change in foreign tax rates		(552)	1,181
Other	350	154	(246)
Income tax expense (benefit)	$ (6,358)	$ 111	$ (3,368)
Effective tax rate (as percentage)	15.60%	(0.20%)	13.60%

Equity-Based Compensation - Restricted common units - Activity (Details) - Restricted common units - $ / shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Units
Units outstanding, Beginning balance (in shares)	1,127,000
Units granted (in shares)	1,370,564	1,100,000
Units forfeited (in shares)	(91,077)
Units vested (in shares)	(416,705)
Units outstanding, Ending balance (in shares)	1,989,782	1,127,000
Weighted-Average Fair Value at Grant Date
Average Fair Market Value outstanding, Beginning balance (in dollars per shares)	$ 11.49
Average Fair Market Value granted (in dollars per shares	11.53
Average Fair Market Value forfeited (in dollars per shares	11.63
Average Fair Market Value vested (in dollars per shares	11.49
Average Fair Market Value outstanding, Ending balance (in dollars per shares	$ 11.51	$ 11.49

Inventories (Tables)

12 Months Ended

Dec. 31, 2023

Inventories

Schedule of inventories


(Thousands)	December 31, 2023		December 31, 2022
Raw materials	$	78,882	$	66,925
Finished goods		26,857		21,232
Green coffee		44,182		57,679
Total inventories	$	149,921	$	145,836

Revenue - Contract Balances (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Revenue
Capitalized contract costs	$ 0	$ 0
Amortization of deferred contract costs	2,400	1,200	$ 300
Prepaid expenses and other current assets
Revenue
Contract assets	300	400
Accounts receivable
Revenue
Receivables from contracts with customers	$ 104,800	$ 104,700

- 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

De-SPAC Merger Transaction - Common Stock Warrants (Details)	Aug. 26, 2022 D $ / shares shares	Dec. 31, 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 Public Warrants \| Riverview
Common Stock Warrants
Warrants		5,373,954
Westrock Private Warrants
Common Stock Warrants
Warrants	7,400,000
Westrock Private Warrants \| Riverview
Common Stock Warrants
Warrant to purchase each share		2,026,046

Summary of Significant Accounting Policies - Allowance for credit losses (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Allowance for credit loss roll forward
Balance at beginning of period	$ 3,023	$ 3,749
Charged to selling, general and administrative expense	979	1,790	$ 439
Write-offs	(1,087)	(2,516)
Total	$ 2,915	$ 3,023	$ 3,749
Minimum
Accounts Receivable and Allowance for Credit Losses
Accounts receivable generally outstanding duration	30 days
Maximum
Accounts Receivable and Allowance for Credit Losses
Accounts receivable generally outstanding duration	60 days

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Dec. 31, 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

Inventories

12 Months Ended

Dec. 31, 2023

Inventories

Inventories

Note 7. Inventories

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


(Thousands)	December 31, 2023		December 31, 2022
Raw materials	$	78,882	$	66,925
Finished goods		26,857		21,232
Green coffee		44,182		57,679
Total inventories	$	149,921	$	145,836

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

Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2023

Fair Value Measurements

Summary of the fair value of financial instruments


	December 31, 2023
(Thousands)	Level 1		Level 2		Level 3		Total
Assets:
Green coffee associated with forward contracts	$	—	$	33,447	$	—	$	33,447
Coffee futures contracts		3,355		—		—		3,355
Forward purchase and sales contracts		—		10,303		—		10,303
Total	$	3,355	$	43,750	$	—	$	47,105

Liabilities:
Forward purchase and sales contracts		—		3,731		—		3,731
Westrock Public Warrants		39,371		—		—		39,371
Westrock Private Warrants		—		—		5,430		5,430
Total	$	39,371	$	3,731	$	5,430	$	48,532


	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


	Westrock
(Thousands)	Private Warrants
Fair value as of December 31, 2022	$	28,342
Transfer out of level 3		(18,916)
Change in fair value		(3,996)
Fair value as of December 31, 2023	$	5,430


	Westrock
(Thousands)	Private Warrants
Fair value as of December 31, 2021	$	—
Assumption of warrants		11,618
Change in fair value		16,724
Fair value as of December 31, 2022	$	28,342

Schedule of unobservable inputs


	December 31, 2023		December 31, 2022
Stock price	$	10.21	$	13.36
Exercise price		11.50		11.50
Expected term (years)		5.00		5.00
Expected volatility		33.80%		7.74%
Risk-free rate of return		3.91%		3.99%
Dividend yield		0.00%		0.00%

Derivatives

12 Months Ended

Dec. 31, 2023

Derivatives

Derivatives

Note 14. Derivatives

We record all derivatives, whether designated in a hedging relationship or not, at fair value on the Consolidated Balance Sheets. We use various types of derivative instruments including, but not limited to, forward contracts, futures contracts, and options contracts for certain commodities. Forward and futures contracts are agreements to buy or sell a quantity of a commodity at a predetermined future date, and at a predetermined rate or price. Forward contracts are traded over the counter whereas futures 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 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 Consolidated Statements of Operations in which the hedged items are recorded in the same period the hedged items affect earnings.

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

We use cash flow hedges to minimize the variability in cash flows of assets or liabilities or forecasted transactions caused by fluctuations in commodity prices. The changes in fair values of hedges that are determined to be ineffective are immediately reclassified from AOCI into earnings. We did not discontinue any cash flow hedging relationships during the years ended December 31, 2023, 2022 or 2021.

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 11.5 million pounds and 29.2 million pounds as of December 31, 2023 and 2022, respectively. During the years ended December 31, 2023 and 2022, the Company purchased coffee futures contracts and coffee options contracts under our cash flow hedging program with aggregate notional amount of 63.4 million pounds and 98.6 million pounds, respectively.

Approximately $6.4 million of net realized loss, $13.1 million of net realized gains and $7.2 million of net realized gains, representing the effective portion of the cash-flow hedge, were subsequently reclassified from AOCI to earnings and recognized in cost of sales in the Consolidated Statements of Operations for the years ended December 31, 2023, 2022 and 2021, respectively. As of December 31, 2023, the estimated amount of net gains reported in AOCI that is expected to be reclassified to the Consolidated Statements of Operations within the next twelve months is $6.6 million.

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

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


(Thousands)	Balance Sheet Location	December 31, 2023		December 31, 2022
Derivative assets designated as cash flow hedging instruments:
Coffee futures contracts⁽¹⁾	Derivative assets	$	3,355	$	—
Total		$	3,355	$	—

Derivative assets not designated as cash flow hedging instruments:
Forward purchase and sales contracts	Derivative assets	$	10,303	$	15,053
Total			10,303		15,053
Total derivative assets		$	13,658	$	15,053

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

Derivative liabilities not designated as cash flow hedging instruments:
Forward purchase and sales contracts	Derivative liabilities	$	3,731	$	4,258
Total			3,731		4,258
Total derivative liabilities		$	3,731	$	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 years ended December 31, 2023, 2022 and 2021:


		Year Ended December 31,
(Thousands)	Statement of Operations Location	2023		2022		2021
Derivative assets designated as cash flow hedging instruments:
Net realized gains (losses) on coffee derivatives	Costs of sales	$	(6,377)	$	13,094	$	7,197

Derivative assets and liabilities not designated as cash flow hedging instruments:
Net unrealized gains (losses) on forward sales and purchase contracts	Costs of sales	$	(4,064)	$	8,828	$	(4,799)

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Cash flows from operating activities:
Net loss	$ (34,567)	$ (55,461)	$ (21,308)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization	26,584	24,210	25,501
Equity-based compensation	8,708	2,631	1,223
Paid-in-kind interest added to debt principal		295	1,777
Provision for credit losses	979	1,790	439
Amortization of deferred financing fees included in interest expense	3,517	1,726	1,840
Write-off of unamortized deferred financing fees		4,296
Loss on debt extinguishment		1,580
Loss on disposal of property, plant and equipment	1,153	935	243
Mark-to-market adjustments	(104)	3,502	(3,585)
Change in fair value of warrant liabilities	(10,207)	29,675
Foreign currency transactions	1,864	667	492
Deferred income tax benefit	(6,512)	(2,037)	(3,448)
Other	2,486	1,204
Change in operating assets and liabilities:
Accounts receivable	1,688	(16,789)	(20,102)
Inventories	915	(46,770)	(16,543)
Derivative assets and liabilities	6,440	(22,937)	14,860
Prepaid expense and other assets	(1,890)	(15,476)	(401)
Accounts payable	(59,292)	27,646	18,724
Accrued liabilities and other	(5,826)	2,685	3,165
Net cash provided by (used in) operating activities	(64,064)	(56,628)	2,877
Cash flows from investing activities:
Additions to property, plant and equipment	(164,611)	(63,261)	(25,115)
Additions to intangible assets	(173)	(167)	(321)
Acquisition of business, net of cash acquired	(2,392)	(14,885)
Acquisition of equity method investments and non-marketable securities	(1,385)
Proceeds from sale of property, plant and equipment	206	4,144	2,789
Net cash used in investing activities	(168,355)	(74,169)	(22,647)
Cash flows from financing activities:
Payments on debt	(199,196)	(438,571)	(111,313)
Proceeds from debt	258,490	328,539	119,740
Payments on supply chain financing program	(32,141)
Proceeds from supply chain financing program	110,217
Proceeds from related party debt		11,700
Debt extinguishment costs		(1,580)
Payment of debt issuance costs	(3,158)	(6,007)	(1,426)
Proceeds from de-SPAC merger and PIPE financing		255,737
Payment of common equity issuance costs	(1,000)	(23,998)
Proceeds from common equity issuance	118,767
Payment of preferred equity issuance costs		(1,250)
Net proceeds from (repayments of) repurchase agreements	(6,268)	14,588
Proceeds from exercise of stock options	848	375
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)	(162)
Proceeds from the issuance of common equivalent preferred units			17,000
Net cash provided by financing activities	244,214	134,676	23,839
Effect of exchange rate changes on cash	(360)	(344)	149
Net increase in cash and cash equivalents and restricted cash	11,435	3,535	4,218
Cash and cash equivalents and restricted cash at beginning of period	26,405	22,870	18,652
Cash and cash equivalents and restricted cash at end of period	37,840	26,405	22,870
Supplemental non-cash investing and financing activities:
Property, plant and equipment acquired but not yet paid	23,124	8,811	184
Accumulating preferred dividends		13,882	24,208
Exchange of Redeemable Common Equivalent Preferred Units for Series A Convertible Preferred Shares		271,539
Exchange of Redeemable Common Equivalent Preferred Units for common shares		24,214
Related party debt exchanged for common shares		25,000
Loss on extinguishment of Common Equivalent Preferred Units		2,870
Supplemental cash flow information:
Cash paid for interest	29,446	30,448	28,496
Cash paid for income taxes, net	$ 1,432	$ 814	$ 1,409

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
Riverview
Class of Stock [Line Items]
Number of shares issued for each unit		1
Common stock par value ( in dollars per share)		$ 0.01
Riverview \| Common Stock
Class of Stock [Line Items]
Number of shares issued for each unit		0.1049203474320
Common stock par value ( in dollars per share)		$ 0.01
Series A Redeemable Common Equivalent Preferred Units \| Riverview
Class of Stock [Line Items]
Number of shares issued for each unit		0.1086138208640
Series B Redeemable Common Equivalent Preferred Units \| Riverview
Class of Stock [Line Items]
Number of shares issued for each unit		0.1049203474320
Series A Redeemable Common Equivalent Preferred Shares \| Riverview
Class of Stock [Line Items]
Number of shares issued for each unit		0.1086138208740
Series B Redeemable Common Equivalent Preferred Shares \| Riverview
Class of Stock [Line Items]
Number of shares issued for each unit		0.0919280171940

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2023

Summary of Significant Accounting Policies

Schedule of cash and cash equivalents and restricted cash


(Thousands)	December 31, 2023		December 31, 2022
Cash and cash equivalents	$	37,196	$	16,838
Restricted cash		644		9,567
Total	$	37,840	$	26,405

Schedule of activity in allowance of credit losses


	Year Ended December 31,
(Thousands)	2023		2022
Balance at beginning of period	$	3,023	$	3,749
Charged to selling, general and administrative expense		979		1,790
Write-offs		(1,087)		(2,516)
Total	$	2,915	$	3,023

Schedule of contractual obligation


(Thousands)	December 31, 2023
Confirmed obligations outstanding at the beginning of the year	$	—
Invoices confirmed during the year		110,217
Confirmed invoices paid during the year		(32,141)
Confirmed obligations outstanding at the end of the year	$	78,076

Leases - Schedule of components of lease costs (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Lease Cost
Operating lease cost	$ 4,857	$ 4,422
Short-term lease cost	1,020	40
Total	$ 5,877	$ 4,462

Organization and Description of Business

12 Months Ended

Dec. 31, 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.

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

On August 26, 2022 (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 stock, par value $0.01 per share, of the Company (the “Common Shares”) 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.

Income Taxes - Income (loss) before income taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Income Taxes
U.S.	$ (34,695)	$ (51,607)	$ (28,573)
International	(6,130)	(3,743)	3,897
Loss before income taxes and equity in earnings from unconsolidated entities	$ (40,825)	$ (55,350)	$ (24,676)

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 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 U.S. GAAP requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities in the consolidated financial statements and accompanying notes. On an ongoing basis, we evaluate our estimates, including those related to the allowance for credit losses, useful lives of property, plant and equipment, incremental borrowing rates for lease liability 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 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 described in Note 1, the issuance of convertible notes described in Note 23, projected cash flow from operations and available borrowings under its Credit Agreement, as amended, as described in Note 23, will be sufficient to fund operations for at least the next twelve months. However, during the years ended December 31, 2023, 2022 and 2021, we incurred net losses of $34.6 million, $55.5 million and $21.3 million, respectively, and 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. During the years ended December 31, 2023 and 2022, net cash used in operating activities was $64.1 million and $56.6 million, respectively, and during the year ended December 31, 2021, net cash provided by operating activities was $2.9 million. 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 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.

Cash and Cash Equivalents

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

Restricted Cash

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

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


(Thousands)	December 31, 2023		December 31, 2022
Cash and cash equivalents	$	37,196	$	16,838
Restricted cash		644		9,567
Total	$	37,840	$	26,405

Accounts Receivable and Allowance for Credit Losses

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

Activity in the allowance for credit losses was as follows:


	Year Ended December 31,
(Thousands)	2023		2022
Balance at beginning of period	$	3,023	$	3,749
Charged to selling, general and administrative expense		979		1,790
Write-offs		(1,087)		(2,516)
Total	$	2,915	$	3,023

Inventories

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

Within our Sustainable Sourcing & Traceability segment, green coffee associated with our forward contracts is recorded at net realizable value, which approximates market price, consistent with our forward purchase contracts recorded at fair value in accordance with ASC 815, Derivatives and Hedging (“ASC 815”). Green coffee is a commodity with quoted market prices in active markets, may be sold without significant further processing, has predictable and insignificant disposal costs and is available for immediate delivery. We estimate the fair value of green coffee based on the quoted market price at the end of each reporting period, with changes in fair value being reported as a component of costs of sales in our Consolidated Statements of Operations. For the years ended December 31, 2023, 2022 and 2021, we recognized $4.2 million of net unrealized gains, $12.3 million of net unrealized losses and $8.4 million of net unrealized gains, respectively, on green coffee inventory associated with our forward sales and purchase contracts.

Property, Plant and Equipment

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

As part of normal business operations, we identify long-lived assets that are no longer productive and dispose of them. Gains and losses on disposals of assets are presented separately in our Consolidated Statements of Operations as part of operating expenses.

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 year ended December 31, 2023, we capitalized approximately $3.2 million of interest costs. No such interest was capitalized during the year ended December 31, 2022.

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 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 Consolidated Statements of Cash Flows. Amounts paid to the financing provider are reflected as cash outflows from financing activities in our Consolidated Statements of Cash Flows. As of December 31, 2023, there were $78.1 million obligations outstanding under the Program. There were no such obligations outstanding as of December 31, 2022.


(Thousands)	December 31, 2023
Confirmed obligations outstanding at the beginning of the year	$	—
Invoices confirmed during the year		110,217
Confirmed invoices paid during the year		(32,141)
Confirmed obligations outstanding at the end of the year	$	78,076

Goodwill and Indefinite Lived Intangible Assets

Goodwill represents the excess purchase price of acquired businesses over the fair value of the net assets acquired. Goodwill is reviewed for impairment at least annually. In accordance with ASC 350 Goodwill – Intangible and Other, we evaluate goodwill for impairment between annual impairment tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. Application of the goodwill impairment test requires significant judgment, including the identification of reporting units; assignment of assets and liabilities to reporting units; and assignment of goodwill to reporting units. As of December 31, 2023, all of our goodwill is assigned to our Beverage Solutions reporting unit. Unless circumstances otherwise dictate, the annual impairment test is performed as of October 1.

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

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

When performing a quantitative assessment, we estimate the fair value of our reporting unit using a combination of an income approach based on the present value of estimated future cash flows, and a market approach based on market data of comparable businesses and acquisition multiples paid in recent transactions. We evaluate the appropriateness of each

valuation methodology in determining the weighting applied to each in the determination of the concluded fair value. If the carrying value of a reporting unit’s net assets is less than its fair value, no indication of impairment exists. If the carrying amount of the reporting unit is greater than the fair value of the reporting unit, an impairment loss must be recognized for the excess and recorded in the Consolidated Statements of Operations not to exceed the carrying value of goodwill.

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

During the fourth quarter of 2023, the Company completed a qualitative analysis to evaluate impairment of goodwill and concluded that it was more likely than not that the fair value of our goodwill reporting unit exceeded the carrying amount. As a result, the Company concluded that no impairment existed in the year ending December 31, 2023.

We reached this conclusion based on consideration of the significant excess fair value over carrying value of previous quantitative goodwill impairment evaluations, the recently completed PIPE Investment and the Company’s current market capitalization. Our previous quantitative goodwill analysis indicated that the estimated fair value of our reporting units exceeded their carrying values by over 50%. Subsequent to that evaluation, we have noted no events or circumstances that would indicate that it is more likely than not that the carrying value of our reporting units exceed their fair value.

Impairment of Property, Plant and Equipment

We review our property, plant and equipment for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset group may not be recoverable from future, undiscounted net cash flows expected to be generated by the asset group. If the asset group is not fully recoverable, an impairment loss would be recognized for the difference between the carrying value of the asset group and its estimated fair value. For the years ended December 31, 2023, 2022 and 2021, there were no events or changes in circumstances indicating that the carrying amount of any of our asset groups were not recoverable from future undiscounted cash flows we expect the asset groups to generate, and no impairment losses were recognized.

Intangible Assets

As of December 31, 2023, our intangible assets subject to amortization, net of accumulated amortization were $122.9 million. Intangible assets, including acquired finite-lived intangible assets, are amortized on a straight-line basis over their remaining useful lives. The useful life for the customer relationship intangible assets acquired in our acquisitions was determined to be the expected remaining life of those relationships on a basis that reflects the pattern of realization. Other intangible assets are amortized over their expected recovery periods.

Finite-lived intangible assets are tested for impairment with the applicable asset group and evaluated for impairment along with property, plant and equipment. For the years ended December 31, 2023, 2022 and 2021, no impairment losses were recognized related to intangible assets subject to amortization.

Warrant Liabilities

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

The Company re-measures 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 years ended December 31, 2023 and 2022, the Company recognized $10.2 million of gains and $29.7 million of losses, respectively, related to the change in fair value of warrant liabilities, which is recognized in other (income) expense in the Consolidated Statements of Operations.

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 entities’ net income or loss. At December 31, 2023, we had a $0.4 million investment in one unconsolidated entity, which is recorded in other long-term assets on the Consolidated Balance Sheets.

Equity Investments

The Company holds strategic investments in other companies. These investments are accounted for under the measurement alternative described in ASC 321, 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 Consolidated Balance Sheets. At December 31, 2023, the Company had equity investments with a carrying value of approximately $1.0 million, for which there is no readily determinable fair value.

Debt Issuance Costs

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

Derivatives

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

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

Revenue Recognition

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

Sales Incentives

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

Costs of Sales

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

Selling, General and Administrative Expense

We record all other expenses not charged to production as selling, general and administrative expense, except those meeting the definition of transaction, restructuring and integration expenses. Advertising costs are expensed at the commencement of an advertising campaign and are recognized as a component of selling, general and administrative expense. For the years ended December 31, 2023, 2022 and 2021, advertising expenses were approximately $1.9 million, $3.6 million and $2.9 million, respectively.

Shipping and Handling Costs

Shipping and handling costs incurred to deliver products from our locations to the end-user consumer of those products are recorded in selling, general and administrative expense in our Consolidated Statements of Operations. Shipping and handling costs included in selling, general and administrative expense were $17.8 million, $22.1 million and $19.9 million, for the years ended December 31, 2023, 2022 and 2021, respectively.

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

Equity-Based Compensation

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

Foreign Currency Translation

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

Income Taxes

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

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

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

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

Business Combinations

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

Transaction, Restructuring and Integration Expense

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

Recently adopted accounting pronouncements

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

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

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

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

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

Key estimates and judgements include the following:

(i)

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

(ii)

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

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

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

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

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. 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, 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.

Recently issued accounting pronouncements

ASU 2023-07 – Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures

In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures”. The amendments in the update are intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant expenses. ASU 2023-07 requires disclosure to include significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”) and a description of other segment items by reportable segment. ASU 2023-07 also requires all annual disclosures currently required by Topic 280 to be included in interim periods. The amendments in the update are effective for fiscal years beginning after December 31, 2023, and interim periods within fiscal years beginning after December 31, 2024, with early adoption permitted. The amendments in the update require retrospective application to all prior periods presented in the financial statements. The Company is currently evaluating the impact that ASU 2023-07 will have on our consolidated financial statements.

ASU 2023-09 – Income Taxes (Topic 740): Improvements to Income Tax Disclosures

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures”. The amendments in the update relate to the rate reconciliation and income taxes paid disclosure and are intended to improve transparency of income tax disclosures by requiring (1) consistent categories and greater disaggregation of information in the tax reconciliation and (2) income taxes paid disaggregated by jurisdiction. The other amendments in the update are intended to improve comparability of disclosures by (1) adding disclosures of pretax income (or loss) and income tax expense (or benefit) and (2) removing disclosures that no longer are considered cost beneficial or relevant. ASU 2023-09 is effective for annual periods beginning after December 15, 2024, with early adoption permitted for annual financial statements that have not yet been issued or made available for issuance. The amendments in the update should be applied on a prospective basis, with retrospective application permitted. The Company is currently evaluating the impact that ASU 2023-09 will have on our consolidated financial statements.

Segment Information - Other (Details)	12 Months Ended
Segment Information - Other (Details)	Dec. 31, 2023 segment
Segment Information
Number of operating segments	2
United States
Segment Information
Percentage of long-lived assets	100.00%

Income Taxes - Valuation Allowance (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Income Taxes
Beginning balance	$ 8,464	$ 1,145	$ 513
Additions	4,414	7,319	632
Ending Balance	$ 12,878	$ 8,464	$ 1,145

Income Taxes

12 Months Ended

Dec. 31, 2023

Income Taxes

Income Taxes

Note 18. Income Taxes

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


	Year Ended December 31,
(Thousands)	2023		2022		2021
U.S.		(34,695)		(51,607)		(28,573)
International		(6,130)		(3,743)		3,897
Loss before income taxes	$	(40,825)	$	(55,350)	$	(24,676)

Income tax expense (benefit) consisted of the following:


	Year Ended December 31,
(Thousands)	2023		2022		2021
Current expense (benefit)
Federal	$	—	$	—	$	—
State		266		529		179
Foreign		(112)		1,619		(99)
Total current		154		2,148		80
Deferred expense (benefit)
Federal		(7,365)		173		(4,617)
State		236		81		(901)
Foreign		617		(2,291)		2,070
Total deferred		(6,512)		(2,037)		(3,448)

Income tax expense (benefit)	$	(6,358)	$	111	$	(3,368)

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


	Year Ended December 31,
(Thousands)	2023		2022		2021
Income tax expense (benefit) at U.S. statutory income tax rate	$	(8,573)	$	(11,624)	$	(5,182)
State income tax expense (benefit), net of federal benefit		(862)		(1,507)		(773)
Foreign rate differential		(260)		(15)		(304)
Change in fair value of warrants		(2,144)		6,232		—
Global intangible low-taxed income ("GILTI") inclusion		—		—		1,095
Transaction costs		—		—		260
Stock compensation (windfall)/shortfall		(838)		(195)		57
Corporate interest restriction		677		291		—
Excess compensation (§162(m))		717		182		—
Other permanent differences		161		146		78
Change in valuation allowance		4,414		7,319		632
Provision to return adjustments		—		(320)		(166)
Effect of change in foreign tax rates		—		(552)		1,181
Other		350		154		(246)
Income tax expense (benefit)	$	(6,358)	$	111	$	(3,368)

Effective tax rate		15.6%		(0.2)%		13.6%

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


(Thousands)	December 31, 2023		December 31, 2022
Deferred tax assets
Liabilities and reserves	$	2,158	$	2,300
Interest limitation		18,217		16,256
Net operating losses		21,804		13,483
Transaction expenses		186		206
Inventories		1,146		1,449
Stock compensation		1,205		794
Derivatives		—		552
Operating lease liabilities		16,223		2,430
Other		2,131		269
Total		63,070		37,739
Valuation allowance		(12,878)		(8,464)
Total deferred tax assets, net	$	50,192	$	29,275
Deferred tax liabilities
Property, plant and equipment	$	(15,649)	$	(13,334)
Intangible assets		(26,392)		(27,358)
Derivatives		(2,214)		—
Right-of-use assets		(16,041)		(2,403)
Other		(743)		(535)
Total		(61,039)		(43,630)
Net deferred tax liability	$	(10,847)	$	(14,355)

We establish a valuation allowance to reduce deferred tax assets if, based on the weight of the available evidence, both positive and negative, for each respective tax jurisdiction, it is more likely than not that some portion or all of the deferred tax assets will not be realized. A valuation allowance related to domestic deferred tax assets of $9.9 million and $6.9 million, respectively, was recorded, of which $7.6 million and $5.5 million, respectively, was against a portion of the Company’s Section 163(j) interest limitation carryforward, and the remainder was against certain state net operating losses as of December 31, 2023 and 2022, respectively. A valuation allowance related to foreign deferred tax assets of $3.0 million and $1.6 million was recorded against certain foreign net operating losses as of December 31, 2023 and 2022, respectively. The amount of deferred tax assets considered realizable could be adjusted in the near term, resulting in an increase to the valuation allowance, if estimates of future taxable income during the carryforward period are reduced.

Activity in the valuation allowance is as follows:


(Thousands)	December 31, 2023		December 31, 2022		December 31, 2021
Beginning balance	$	8,464	$	1,145	$	513
Additions		4,414		7,319		632
Ending Balance	$	12,878	$	8,464	$	1,145

As of December 31, 2023, the Company had federal net operating loss carryforwards of approximately $88.3 million which do not expire. As of December 31, 2023, the Company had post-apportionment state net operating loss carryforwards of approximately $96.6 million which begin to expire in 2030. As of December 31, 2023, the Company had foreign net operating loss carryforwards of approximately $10.9 million which begin to expire in 2025.

As of December 31, 2023 and 2022, the Company’s reserve for uncertain tax positions was $4.0 million and $0.1 million, respectively. It is reasonably possible the Company’s reserve for uncertain tax positions could increase or decrease in the next 12 months. However, it is not practical to estimate the change, which may be influenced by several factors. Of the total reserve for uncertain tax positions as of December 31, 2023, only $0.1 million would impact the

effective tax rate if released. As indicated in Note 3, the Company re-evaluates uncertain tax positions on a quarterly basis. The Company recognizes potential interest and penalties relating to unrecognized tax positions as a component of income tax expense (benefit). A reconciliation of the beginning and ending balances of the total amounts of unrecognized tax benefits is as follows:


(Thousands)	December 31, 2023		December 31, 2022		December 31, 2021
Beginning balance	$	96	$	96	$	96
Additions for tax positions in prior period		2,473		—		—
Additions for tax positions in current period		1,421		—		—
Ending Balance	$	3,990	$	96	$	96

As a result of the U.S. Tax Cuts and Jobs Act of 2017, or the Tax Act, our accumulated foreign earnings have been subjected to U.S. tax. Moreover, all future foreign earnings will be subject to a new territorial tax system and dividends received deduction regime in the U.S. As of December 31, 2023, undistributed earnings of certain foreign subsidiaries of approximately $6.8 million are intended to be permanently reinvested outside the U.S. Accordingly, no provision for foreign withholding tax or state income taxes associated with a distribution of these earnings has been made. Determination of the amount of the unrecognized deferred tax liability on these unremitted earnings is not practicable.

We are subject to taxation in the United States and various states and foreign jurisdictions, including the United Kingdom. As of December 31, 2023, we have no tax years under examination by the IRS, and there are currently no state or foreign income tax examinations in process. The Company is subject to United States federal income tax examinations for years after 2020 and to state and foreign income tax examinations for years after 2015.

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//740/tableOfContent

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-14

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-21

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 270
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482526/740-270-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 17
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-17

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-2

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482603/740-30-50-2

+ Details

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2023

Summary of Significant Accounting Policies

Use of Estimates

Going Concern

Going Concern

Cash and Cash Equivalents

Restricted Cash

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


(Thousands)	December 31, 2023		December 31, 2022
Cash and cash equivalents	$	37,196	$	16,838
Restricted cash		644		9,567
Total	$	37,840	$	26,405

Accounts Receivable and Allowance for Credit Losses

Activity in the allowance for credit losses was as follows:


	Year Ended December 31,
(Thousands)	2023		2022
Balance at beginning of period	$	3,023	$	3,749
Charged to selling, general and administrative expense		979		1,790
Write-offs		(1,087)		(2,516)
Total	$	2,915	$	3,023

Inventories

Property, Plant and Equipment

Capitalized Interest

Capitalized Interest

Supply Chain Finance Program

Supply Chain Finance Program


(Thousands)	December 31, 2023
Confirmed obligations outstanding at the beginning of the year	$	—
Invoices confirmed during the year		110,217
Confirmed invoices paid during the year		(32,141)
Confirmed obligations outstanding at the end of the year	$	78,076

Goodwill and Indefinite Lived Intangible Assets

Impairment of Property, Plant and Equipment

Intangible Assets

Warrant Liabilities

Equity Method Investments

Equity Method Investments

Equity Investments

Sales Incentives

Costs of Sales

Selling, General and Administrative Expense

Shipping and Handling Costs

Equity-Based Compensation

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

Foreign Currency Translation

Income Taxes

Business Combinations

Transaction, Restructuring and Integration Expense

Recently adopted and issued accounting pronouncements

Recently adopted accounting pronouncements

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

Key estimates and judgements include the following:

(i)

(ii)

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

Recently issued accounting pronouncements

ASU 2023-07 – Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures

ASU 2023-09 – Income Taxes (Topic 740): Improvements to Income Tax Disclosures

Income Taxes - Unrecognized tax benefits (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2023 USD ($)
Reconciliation of unrecognized tax benefits Roll forward
Beginning balance	$ 96
Additions for tax positions in prior period	2,473
Additions for tax positions in current period	1,421
Ending Balance	$ 3,990

SCHEDULE I - PARENT COMPANY ONLY - CONDENSED BALANCE SHEETS (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Preferred Stock, Par Value	$ 0.01	$ 0.01
Preferred Stock, Authorized (in shares)	26,000,000	26,000,000
Preferred Stock, Shares Issued (in shares)	0	0
Preferred Stock, Shares outstanding (in shares)	0	0
Common stock, Par Value (in dollars per share)	$ 0.01	$ 0.01
Common stock, Shares Authorized (In shares)	300,000,000	300,000,000
Common stock, Shares Issued (In shares)	88,051,000	75,020,000
Common stock, Shares Outstanding (In shares)	88,051,000	75,020,000
PARENT COMPANY ONLY
Preferred Stock, Par Value	$ 0.01	$ 0.01
Preferred Stock, Authorized (in shares)	26,000,000	26,000,000
Preferred Stock, Shares Issued (in shares)	0	0
Preferred Stock, Shares outstanding (in shares)	0	0
Common stock, Par Value (in dollars per share)	$ 0.01	$ 0.01
Common stock, Shares Authorized (In shares)	300,000,000	300,000,000
Common stock, Shares Issued (In shares)	88,051,000	75,020,000
Common stock, Shares Outstanding (In shares)	88,051,000	75,020,000
Series A Preferred Shares
Redeemable Common Preferred Shares, Issued (in shares)	23,587,952
Redeemable Common Preferred Shares, Outstanding (in shares)	23,511,922
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)	24,000,000	24,000,000
Redeemable Common Preferred Shares, Issued (in shares)	23,512,000	23,588,000
Redeemable Common Preferred Shares, Outstanding (in shares)	23,512,000	23,588,000
Temporary Equity, Liquidation Preference	$ 11.50	$ 11.50
Series A Redeemable Common Equivalent Preferred Shares [Member] \| PARENT COMPANY ONLY
Redeemable Common Preferred Shares, Par Value (in dollars per share)	$ 0.01	$ 0.01
Redeemable Common Preferred Shares, Authorized (in shares)	24,000,000	24,000,000
Redeemable Common Preferred Shares, Issued (in shares)	23,512,000	23,588,000
Redeemable Common Preferred Shares, Outstanding (in shares)	23,512,000	23,588,000
Temporary Equity, Liquidation Preference	$ 11.50	$ 11.50

Leases - Schedule of future minimum lease payments under non-cancellable operating leases (Details) $ in Thousands	Dec. 31, 2023 USD ($)
Leases
2024	$ 9,708
2025	8,678
2026	8,086
2027	8,149
2028	7,635
Thereafter	69,498
Total future minimum lease payments	111,754
Less: imputed interest	(43,391)
Present value of minimum lease payments	$ 68,363

Equity-Based Compensation - Unit option - Activity (Details) - $ / shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Equity-Based Compensation
Options granted all-time (in dollars per shares)		$ 9.54
Options
Options outstanding, Beginning Balance (in shares)	3,217,349
Options granted (in shares)		300,000
Options forfeited (in shares)	(323,148)
Options exercised (in shares)	(88,525)
Options outstanding, Ending Balance (in shares)	2,805,676	3,217,349
Exercisable (in shares)	841,705
Exercise Price
Options outstanding, Beginning Balance (in dollars per shares)	$ 9.54
Options forfeited (in dollars per shares)	9.54
Options exercised (in dollars per shares)	9.54
Options outstanding, Ending Balance (in dollars per shares)	9.54	$ 9.54
Options exercisable (in dollars per shares)	$ 9.54
Contractual Term
Options outstanding (in years)	6 years 9 months 18 days	7 years 9 months 18 days
Options outstanding exercisable (in years)	6 years 8 months 12 days

Derivatives (Tables)

12 Months Ended

Dec. 31, 2023

Derivatives

Schedule of fair value of derivative assets and liabilities


(Thousands)	Balance Sheet Location	December 31, 2023		December 31, 2022
Derivative assets designated as cash flow hedging instruments:
Coffee futures contracts⁽¹⁾	Derivative assets	$	3,355	$	—
Total		$	3,355	$	—

Derivative assets not designated as cash flow hedging instruments:
Forward purchase and sales contracts	Derivative assets	$	10,303	$	15,053
Total			10,303		15,053
Total derivative assets		$	13,658	$	15,053

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

Derivative liabilities not designated as cash flow hedging instruments:
Forward purchase and sales contracts	Derivative liabilities	$	3,731	$	4,258
Total			3,731		4,258
Total derivative liabilities		$	3,731	$	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


		Year Ended December 31,
(Thousands)	Statement of Operations Location	2023		2022		2021
Derivative assets designated as cash flow hedging instruments:
Net realized gains (losses) on coffee derivatives	Costs of sales	$	(6,377)	$	13,094	$	7,197

Derivative assets and liabilities not designated as cash flow hedging instruments:
Net unrealized gains (losses) on forward sales and purchase contracts	Costs of sales	$	(4,064)	$	8,828	$	(4,799)

Leases

12 Months Ended

Dec. 31, 2023

Leases

Leases

Note 9. Leases

We have operating leases for manufacturing, production, administrative, 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 15 years, some of which may include options to extend the leases and some of which may include options to terminate the leases within 1 year.

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


(Thousands)	Balance Sheet Location	December 31, 2023		December 31, 2022
Right-of-use operating lease assets	Operating lease right-of-use assets	$	67,601	$	11,090
Operating lease liabilities - current	Accrued expenses and other current liabilities		4,809		2,832
Operating lease liabilities - noncurrent	Operating lease liabilities		63,554		8,424

Depending on the nature of the lease, lease costs are classified within costs of sales or selling, general and administrative expense on the Company’s Consolidated Statements of Operations. The components of lease costs for the year ended December 31, 2023 and 2022 are as follows:


	Year Ended December 31,
(Thousands)	2023		2022
Operating lease cost	$	4,857	$	4,422
Short-term lease cost		1,020		40
Total	$	5,877	$	4,462

We identified a $3.3 million disclosure error in the disclosure of the components of lease costs for the year ended December 31, 2022. The amounts presented above reflect the corrected amounts.

The following table presents information about the Company’s weighted average discount rate and remaining lease term as of December 31, 2023 and 2022:

Supplemental cash flow information about the Company’s leases as of December 31, 2023 and 2022, respectively, is as follows:


	Year Ended December 31,
(Thousands)	2023		2022
Operating cash flows from operating leases	$	4,317	$	3,373

We identified a $2.5 million disclosure error in the disclosure of operating cash flows from operating leases for the year ended December 31, 2022. The amount presented above reflects the corrected amount.

During the year ended December 31, 2023, the Company obtained $60.2 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 Consolidated Balance Sheets. There were no material finance leases as of December 31, 2023.

Future minimum lease payments under non-cancellable operating leases as of December 31, 2023 are as follows:


(Thousands)
2024	$	9,708
2025		8,678
2026		8,086
2027		8,149
2028		7,635
Thereafter		69,498
Total future minimum lease payments		111,754
Less: imputed interest		(43,391)
Present value of minimum lease payments	$	68,363

On February 12, 2024, following the completion of its 530,000 square foot distribution center in Conway, Arkansas, the Company entered into a lease termination agreement for the premises located at 1601 Gregory Street, North Little Rock, Arkansas, 72114, originally entered into on October 24, 2018. The lease will terminate by mutual agreement, effective June 30, 2024. As of December 31, 2023, the premises associated with this lease was classified as held and used. As of the date of this Annual Report on Form 10-K, no costs have been incurred, and no costs are expected to be incurred, by the Company as a result of the lease termination. This lease termination event does not significantly alter the Company’s operational capabilities or its financial position.

Related Party Transactions - Other (Details) - USD ($) $ in Thousands	1 Months Ended	12 Months Ended
	Feb. 29, 2020	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Related Party Transactions
Expenses incurred		$ 144,577	$ 129,985	$ 128,506
Related Party
Related Party Transactions
Expenses incurred		600	3,300	3,300
Related Party \| Westrock Group, LLC
Related Party Transactions
Expenses incurred	$ 10,000	1,500	$ 900	$ 800
Short-term related party debt		$ 200

Derivatives - Other (Details) lb in Millions, $ in Millions	12 Months Ended
Derivatives - Other (Details) lb in Millions, $ in Millions	Dec. 31, 2023 USD ($) lb	Dec. 31, 2022 USD ($) lb	Dec. 31, 2021 USD ($)
Derivatives
Net gains reported in AOCI expected to be reclassified \| $	$ 6.6
Cash flow hedging
Derivatives
Net gains reported in AOCI expected to be reclassified \| $	$ (6.4)	$ 13.1	$ 7.2
Coffee futures contracts \| Cash flow hedging
Derivatives
Notional amount of derivative purchased	63.4
Coffee futures contracts \| Designated as hedges \| Cash flow hedging
Derivatives
Derivative notional amount	11.5	29.2
Coffee options \| Cash flow hedging
Derivatives
Notional amount of derivative purchased		98.6

Debt (Tables)

12 Months Ended

Dec. 31, 2023

Debt

Summary of long-term debt


(Thousands)	December 31, 2023		December 31, 2022
Term loan facility	$	164,063	$	175,000
Revolving credit facility		65,000		—
International trade finance lines		43,694		42,905
International notes payable		6,179		1,750
Other loans		39		25
Total debt		278,975		219,680
Unamortized debt costs		(2,378)		(2,769)
Current maturities of long-term debt		(9,811)		(11,504)
Short-term debt		(43,694)		(42,905)
Long-term debt, net	$	223,092	$	162,502

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


(Thousands)
2024	$	9,811
2025		11,501
2026		17,719
2027		196,250
2028		—
Thereafter		—
Total	$	235,281

Revenue - Contract Estimates (Details) - USD ($) $ in Millions	Dec. 31, 2023	Dec. 31, 2022
Revenue
Accrued sales incentives	$ 1.5	$ 1.3
Other accrued deductions	$ 2.7	$ 1.4

Leases - Error Corrections (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Error Corrections and Prior Period Adjustments Restatement
Operating lease cost	$ 4,857	$ 4,422
Operating cash flows from operating leases	$ 4,317	3,373
Correction Other \| Revision of Prior Period, Error Correction, Adjustment
Error Corrections and Prior Period Adjustments Restatement
Operating lease cost		3,300
Operating cash flows from operating leases		$ 2,500

- 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

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
ASSETS
Cash and cash equivalents	$ 37,196	$ 16,838
Restricted cash	644	9,567
Accounts receivable, net of allowance for credit losses of $2,915 and $3,023, respectively	99,158	101,639
Inventories	149,921	145,836
Derivative assets	13,658	15,053
Prepaid expenses and other current assets	12,473	9,166
Total current assets	313,050	298,099
Property, plant and equipment, net	344,038	185,206
Goodwill	116,111	113,999
Intangible assets, net	122,945	130,886
Operating lease right-of-use assets	67,601	11,090
Other long-term assets	7,769	6,933
Total Assets	971,514	746,213
LIABILITIES, CONVERTIBLE PREFERRED SHARES AND SHAREHOLDERS' EQUITY
Current maturities of long-term debt	9,811	11,504
Short-term debt	43,694	42,905
Accounts payable	69,106	116,675
Supply chain finance program	78,076
Derivative liabilities	3,731	7,592
Accrued expenses and other current liabilities	35,217	37,459
Total current liabilities	239,635	216,135
Long-term debt, net	223,092	162,502
Deferred income taxes	10,847	14,355
Operating lease liabilities	63,554	8,424
Warrant liabilities	44,801	55,521
Other long-term liabilities	1,629	2,611
Total liabilities	583,558	459,548
Commitments and contingencies (Note 21)
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, 88,051 shares and 75,020 shares issued and outstanding at December 31, 2023 and December 31, 2022, respectively	880	750
Additional paid-in-capital	471,666	342,664
Accumulated deficit	(362,624)	(328,042)
Accumulated other comprehensive income (loss)	3,818	(6,103)
Total shareholders' equity attributable to Westrock Coffee Company	113,740	9,269
Non-controlling interest		2,460
Total shareholders' equity	113,740	11,729
Total Liabilities, Convertible Preferred Shares and Shareholders' Equity	971,514	746,213
Series A Redeemable Common Equivalent Preferred Shares
LIABILITIES, CONVERTIBLE PREFERRED SHARES AND SHAREHOLDERS' EQUITY
Series A Convertible Preferred Shares	$ 274,216	$ 274,936

Goodwill

12 Months Ended

Dec. 31, 2023

Goodwill

Goodwill

Note 10. Goodwill

Changes in the carrying amount of goodwill occurring during the years ended December 31, 2023 and 2022 were as follows:


	Beverage
(Thousands)	Solutions		Total
Balance at December 31, 2021
Goodwill	$	173,936	$	173,936
Accumulated impairment loss		(76,883)		(76,883)
		97,053		97,053
Changes during the period:
Acquisitions		16,946		16,946

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 and other adjustments		87		87

Balance at December 31, 2023
Goodwill	$	192,994	$	192,994
Accumulated impairment loss		(76,883)		(76,883)
	$	116,111	$	116,111

Intangible Assets, Net - Other (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Intangible Assets, Net
Cost	$ 150,517	$ 150,277
Accumulated Amortization	(27,572)	(19,391)
Total	122,945	130,886
Amortization expenses	$ 8,200	6,800	$ 6,700
Useful life	20 years
Customer relationships
Intangible Assets, Net
Cost	$ 148,648	148,648
Accumulated Amortization	(26,487)	(18,778)
Total	122,161	129,870
Favorable lease assets
Intangible Assets, Net
Cost	790	710
Accumulated Amortization	(413)	(140)
Total	377	570
Software
Intangible Assets, Net
Cost	1,079	919
Accumulated Amortization	(672)	(473)
Total	$ 407	$ 446

Acquisitions - Purchase price allocation of the assets acquired, and liabilities assumed (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Nov. 14, 2022	Aug. 26, 2022	Dec. 31, 2021
Business Acquisition
Goodwill	$ 116,111	$ 113,999		$ 0	$ 97,053
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

Income Taxes - Income tax expense (benefit) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Current Federal, State and Local, Tax Expense (Benefit)
State	$ 266	$ 529	$ 179
Foreign	(112)	1,619	(99)
Total current	154	2,148	80
Deferred expense (benefit)
Federal	(7,365)	173	(4,617)
State	236	81	(901)
Foreign	617	(2,291)	2,070
Total deferred	(6,512)	(2,037)	(3,448)
Income tax expense (benefit)	$ (6,358)	$ 111	$ (3,368)

Derivatives - Fair value of assets and liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Derivatives
Fair value of derivative assets	$ 13,658	$ 15,053
Fair value of derivative liabilities	3,731	7,592
Designated as hedges
Derivatives
Fair value of derivative assets	3,355
Fair value of derivative liabilities		3,334
Designated as hedges \| Coffee futures contracts \| Derivative assets
Derivatives
Fair value of derivative assets	3,355
Designated as hedges \| Coffee futures contracts \| Derivative liabilities
Derivatives
Fair value of derivative liabilities		3,334
Not designated as hedges
Derivatives
Fair value of derivative assets	10,303	15,053
Fair value of derivative liabilities	3,731	4,258
Not designated as hedges \| Forward purchase and sales contracts \| Derivative assets
Derivatives
Fair value of derivative assets	10,303	15,053
Not designated as hedges \| Forward purchase and sales contracts \| Derivative liabilities
Derivatives
Fair value of derivative liabilities	$ 3,731	$ 4,258

Accumulated Other Comprehensive Income (Loss)

12 Months Ended

Dec. 31, 2023

Accumulated Other Comprehensive Income (Loss)

Accumulated Other Comprehensive Income (Loss)

Note 17. Accumulated Other Comprehensive Income (Loss)

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

Changes in accumulated other comprehensive income (loss), net of tax by component is as follows for the years ended December 31, 2023, 2022 and 2021:


	Year Ended December 31,
(Thousands)	2023		2022		2021
Cash flow hedge changes in fair value gain (loss):
Balance at beginning of period	$	(6,355)	$	11,759	$	3,581
Other comprehensive income (loss) before reclassifications		6,570		(10,978)		18,010
Amounts reclassified from accumulated comprehensive income		6,377		(13,094)		(7,197)
Tax effect		(3,230)		5,958		(2,635)
Net accumulated other comprehensive income		3,362		(6,355)		11,759
Less: Other comprehensive income attributable to non-controlling interests		—		—		—
Balance at end of period		3,362		(6,355)		11,759
Foreign currency translation gain
Balance at beginning of period		252		259		239
Other comprehensive income (loss) before reclassifications		204		(7)		20
Amounts reclassified from accumulated comprehensive income		—		—		—
Tax effect		—		—		—
Net accumulated other comprehensive income		456		252		259
Less: Other comprehensive income attributable to non-controlling interests		—		—		—
Balance at end of period		456		252		259
Accumulated other comprehensive income (loss) at end of period	$	3,818	$	(6,103)	$	12,018

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT) - USD ($) $ in Thousands	Common Stock	Additional Paid-in Capital	Accumulated Deficit	Accumulated Other Comprehensive Income (Loss).	Non-Controlling Interest	Total
Balance at beginning of year at Dec. 31, 2020	$ 342	$ 59,570	$ (205,570)	$ 3,820	$ 2,097	$ (139,741)
Balance at beginning of year (in shares) at Dec. 31, 2020	34,202,000
Net income (loss)			(21,947)		639	(21,308)
Other comprehensive income (loss)				8,198		8,198
Equity-based compensation	$ 3	1,220				1,223
Equity-based compensation (in shares)	321,000
Net share settlement of equity awards		(162)				(162)
Accumulating preferred dividends			(24,208)			(24,208)
Balance at end of year at Dec. 31, 2021	$ 345	60,628	(251,725)	12,018	2,736	(175,998)
Balance at end of year (in shares) at Dec. 31, 2021	34,523,000
Net income (loss)			(55,185)		(276)	(55,461)
Issuance of common shares upon closing of de-SPAC merger transaction, net of issuance costs, net of $3,178 of taxes	$ 129	1,738				1,867
Issuance of common shares upon closing of de-SPAC merger transaction, net of issuance costs, net of $3,178 of taxes (in shares)	12,868,000
Issuance of common shares related to PIPE financing	$ 206	205,694				205,900
Issuance of common shares related to PIPE financing (in shares)	20,590,000
Issuance of common shares related to conversion of debt to equity	$ 25	24,975				25,000
Issuance of common shares related to conversion of debt to equity (in shares)	2,500,000
Issuance of common shares related to conversion of Common Equivalent Preferred Units	$ 22	23,731				23,753
Issuance of common shares related to conversion of Common Equivalent Preferred Units (in shares)	2,220,000
Issuance of common shares related to Public Warrant exercise	$ 1	1,272				1,273
Issuance of common shares related to Public Warrant exercise (in shares)	94,000
Issuance of common shares related to stock options exercised		375				375
Issuance of common shares related to stock options exercised (in shares)	39,000
Issuance of common shares related to acquisition	$ 19	23,416				23,435
Issuance of common shares related to acquisition (in shares)	1,853,000
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)
Accretion of Series A Convertible Preferred Shares		(1,316)				(1,316)
Other comprehensive income (loss)				(18,121)		(18,121)
Equity-based compensation	$ 3	2,628				2,631
Equity-based compensation (in shares)	333,000
Net share settlement of equity awards		(477)				(477)
Accumulating preferred dividends			(13,882)			(13,882)
Balance at end of year at Dec. 31, 2022	$ 750	342,664	(328,042)	(6,103)	2,460	11,729
Balance at end of year (in shares) at Dec. 31, 2022	75,020,000
Net income (loss)			(34,582)		15	(34,567)
Issuance of common shares related to conversion of Common Equivalent Preferred Units	$ 119	117,648				117,767
Issuance of common shares related to conversion of Common Equivalent Preferred Units (in shares)	11,877,000
Issuance of common shares related to acquisitions		446				446
Issuance of common shares related to acquisitions (in shares)	40,000
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)	229,000
Issuance of common shares related to stock options exercised	$ 1	847				848
Issuance of common shares related to stock options exercised (in shares)	88,000
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)	76,000
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)	100,000
Issuance of common shares related to purchase of non-controlling interest					$ (2,475)
Issuance of common shares related to stock options exercised (in shares)						88,525
Accretion of Series A Convertible Preferred Shares		(161)				$ (161)
Other comprehensive income (loss)				9,921		9,921
Equity-based compensation	$ 6	8,702				8,708
Equity-based compensation (in shares)	621,000
Net share settlement of equity awards		(2,977)				(2,977)
Balance at end of year at Dec. 31, 2023	$ 880	$ 471,666	$ (362,624)	$ 3,818		$ 113,740
Balance at end of year (in shares) at Dec. 31, 2023	88,051,000

Acquisitions - Identifiable intangible assets (Details) - Kohana Coffee, LLC $ in Thousands	Nov. 14, 2022 USD ($)
Business Acquisition
Intangible assets	$ 11,718
Customer relationships
Business Acquisition
Intangible assets	$ 11,148
Estimated Useful Life	10 years
Favorable lease asset
Business Acquisition
Intangible assets	$ 570
Estimated Useful Life	2 years 6 months

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

12 Months Ended

Dec. 31, 2023

Dec. 31, 2022

Dec. 31, 2021

CONSOLIDATED STATEMENTS OF OPERATIONS

Net sales

$ 864,714

$ 867,872

$ 698,144

Costs of sales

724,856

715,107

552,721

Gross profit

139,858

152,765

145,423

Selling, general and administrative expense

144,577

129,985

128,506

Transaction, restructuring and integration expense

14,557

13,169

8,835

Loss on disposal of property, plant and equipment

1,153

935

243

Total operating expenses

160,287

144,089

137,584

Income (loss) from operations

(20,429)

8,676

7,839

Interest expense

29,157

35,497

32,549

Change in fair value of warrant liabilities

(10,207)

29,675

Other, net

1,446

(1,146)

(34)

Loss before income taxes and equity in earnings from unconsolidated entities

(40,825)

(55,350)

(24,676)

Income tax expense (benefit)

(6,358)

111

(3,368)

Equity in (earnings) loss from unconsolidated entities

100

Net loss

(34,567)

(55,461)

(21,308)

Net income (loss) attributable to non-controlling interest

(276)

639

Net loss attributable to shareholders

(34,582)

(55,185)

(21,947)

Accretion of Series A Convertible Preferred Shares

(161)

(1,316)

Loss on extinguishment of Redeemable Common Equivalent Preferred Units, net

(2,870)

Common equivalent preferred dividends

(4,380)

Accumulating preferred dividends

(13,882)

(24,208)

Net loss attributable to common shareholders

$ (34,743)

$ (77,633)

$ (46,155)

Loss per common share:

Basic (in dollars per share)

^[1]

$ (0.43)

$ (1.60)

$ (1.34)

Diluted (in dollars per share)

^[1]

$ (0.43)

$ (1.60)

$ (1.34)

Weighted-average number of shares outstanding:

Basic (in shares)

^[1]

80,684

48,444

34,472

Diluted (in shares)

^[1]

80,684

48,444

34,472

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

Pay vs Performance Disclosure - USD ($) $ in Thousands	12 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Pay vs Performance Disclosure
Net Income (Loss)	$ (34,582)	$ (55,185)	$ (21,947)

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 323
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481687/323-10-50-3

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 825
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 28
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482907/825-10-50-28

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482765/220-10-50-6

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-3

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)(2)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480175/815-40-65-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 8
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-8

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-9

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-11

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-11

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-4

Reference 13: http://www.xbrl.org/2003/role/exampleRef
-Topic 946
-SubTopic 830
-Name Accounting Standards Codification
-Section 55
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480167/946-830-55-10

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section 45
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483581/946-220-45-7

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(18))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483586/944-220-S99-1

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
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+ Details

Revenue (Tables)

12 Months Ended

Dec. 31, 2023

Revenue

Schedule of disaggregation of revenues by product type and geographic area


	Year Ended December 31,
(Thousands)	2023		2022		2021
Coffee & tea	$	559,040	$	569,464	$	445,466
Flavors, extracts & ingredients		162,043		112,155		98,850
Other		1,782		3,684		6,697
Green coffee		141,849		182,569		147,131
Net sales	$	864,714	$	867,872	$	698,144


	Year Ended December 31,
(Thousands)	2023		2022		2021
United States	$	744,067	$	719,437	$	583,011
All other countries		120,647		148,435		115,133
Net sales	$	864,714	$	867,872	$	698,144

Series A Preferred Shares

12 Months Ended

Dec. 31, 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.

During the year ended December 31, 2023, the Company issued 76,030 Common Shares upon the conversion of 76,030 Westrock Series A Preferred Shares, receiving no proceeds upon the issuance of the Common Shares.

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. Assuming that the liquidation preference of the Series A Preferred Shares remains $11.50 per share and all 23,511,922 Series A Preferred Shares outstanding at December 31, 2023 remain outstanding after February 26, 2028, we estimate an aggregate redemption payment of at least approximately $270.4 million.

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

Upon issuance, the Westrock Series A Preferred Shares were recorded on our Consolidated Balance Sheets at fair value. Subsequently, the Company will accrete changes in the redemption value from the date of issuance to the earliest redemption date (i.e., the five and a half year anniversary of the date of Closing) using the effective interest rate method. The accretion will be recorded as a deemed dividend, which adjusts retained earnings (or in the absence of retained earnings, additional paid-in capital) and earnings attributable to common shareholders in computing basic and diluted earnings per share. However, at no time will the Westrock Series A Preferred Shares be reported at a value less than its initial carrying value. For the years ended December 31, 2023 and 2022, the Company recorded $0.2 million and $1.3 million of accretion, respectively, with respect to the Westrock Series A Preferred Shares.

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

Basis of Presentation and Consolidation

12 Months Ended

Dec. 31, 2023

Basis of Presentation and Consolidation

Basis of Presentation and Consolidation

Note 2. Basis of Presentation and Consolidation

The accompanying Consolidated Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) using the U.S. dollar as the reporting currency. The Consolidated Financial Statements include the activities of the Company and its wholly owned and/or controlled subsidiaries. All intercompany balances and transactions have been eliminated.

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 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 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.

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.

Intangible Assets, Net - Amortization expenses (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Amortization expenses for intangible assets
2024	$ 8,096
2025	7,883
2026	7,785
2027	7,785
2028	7,754
Thereafter	83,642
Total	$ 122,945	$ 130,886

Acquisitions - Other (Details) - USD ($) $ in Thousands			2 Months Ended
Acquisitions - Other (Details) - USD ($) $ in Thousands	Feb. 28, 2023	Nov. 14, 2022	Dec. 31, 2022	Dec. 31, 2023	Jun. 30, 2023	Aug. 26, 2022	Dec. 31, 2021
Business Acquisition
Revenue of acquiree			$ 1,500
Operating loss of acquiree			(500)
Goodwill			$ 113,999	$ 116,111		$ 0	$ 97,053
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

SCHEDULE I - PARENT COMPANY ONLY - CONDENSED BALANCE SHEET (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
ASSETS
Cash and cash equivalents	$ 37,196	$ 16,838
Total current assets	313,050	298,099
Investment in consolidated subsidiaries	400
Total Assets	971,514	746,213	$ 593,020
LIABILITIES, CONVERTIBLE PREFERRED SHARES AND SHAREHOLDERS' EQUITY
Accrued expenses and other current liabilities	35,217	37,459
Total current liabilities	239,635	216,135
Warrant liabilities	44,801	55,521
Total liabilities	583,558	459,548
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, 88,051 shares and 75,020 shares issued and outstanding at December 31, 2023 and December 31, 2022, respectively	880	750
Additional paid-in-capital	471,666	342,664
Accumulated deficit	(362,624)	(328,042)
Accumulated other comprehensive income (loss)	3,818	(6,103)
Total shareholders' equity	113,740	11,729	$ (175,998)	$ (139,741)
Total Liabilities, Convertible Preferred Shares and Shareholders' Equity	971,514	746,213
PARENT COMPANY ONLY
ASSETS
Cash and cash equivalents	49	77
Total current assets	109	2,077
Deferred income taxes	4,332	1,032
Investment in consolidated subsidiaries	432,991	336,753
Total Assets	437,432	339,862
LIABILITIES, CONVERTIBLE PREFERRED SHARES AND SHAREHOLDERS' EQUITY
Accrued expenses and other current liabilities	30	38
Total current liabilities	4,675	136
Warrant liabilities	44,801	55,521
Total liabilities	49,476	55,657
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, 88,051 shares and 75,020 shares issued and outstanding at December 31, 2023 and December 31, 2022, respectively	880	750
Additional paid-in-capital	471,666	342,664
Accumulated deficit	(362,624)	(328,042)
Accumulated other comprehensive income (loss)	3,818	(6,103)
Total shareholders' equity	113,740	9,269
Total Liabilities, Convertible Preferred Shares and Shareholders' Equity	437,432	339,862
PARENT COMPANY ONLY \| Related Party
ASSETS
Related party receivables	60	2,000
LIABILITIES, CONVERTIBLE PREFERRED SHARES AND SHAREHOLDERS' EQUITY
Related party payables	4,645	98
Series A Redeemable Common Equivalent Preferred Shares
LIABILITIES, CONVERTIBLE PREFERRED SHARES AND SHAREHOLDERS' EQUITY
Series A Convertible Preferred Shares	274,216	274,936
Series A Redeemable Common Equivalent Preferred Shares \| PARENT COMPANY ONLY
LIABILITIES, CONVERTIBLE PREFERRED SHARES AND SHAREHOLDERS' EQUITY
Series A Convertible Preferred Shares	$ 274,216	$ 274,936

Intangible Assets, Net

12 Months Ended

Dec. 31, 2023

Intangible Assets, Net

Intangible Assets, Net

Note 11. Intangible Assets, Net

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


	December 31, 2023
			Accumulated
(Thousands)	Cost		Amortization		Net
Customer relationships	$	148,648	$	(26,487)	$	122,161
Favorable lease asset		790		(413)		377
Software		1,079		(672)		407
Intangible assets, net	$	150,517	$	(27,572)	$	122,945


	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 $8.2 million, $6.8 million and $6.7 million for the years ended December 31, 2023, 2022 and 2021, respectively. As of December 31, 2023, the weighted average useful life for definite-lived intangibles is approximately 20 years.

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


(Thousands)
2024	$	8,096
2025		7,883
2026		7,785
2027		7,785
2028		7,754
Thereafter		83,642
Total	$	122,945

Equity-Based Compensation

12 Months Ended

Dec. 31, 2023

Equity-Based Compensation

Equity-Based Compensation

Note 16. Equity-Based Compensation

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

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

Stock Options

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

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

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

During the year ended December 31, 2022 we granted 0.3 million options to employees. One-half of the options granted vest over four years of continuous service by the employee, and one-half of the options vest once the simple average of the daily volume weighted average price per share of Common Shares for 10 trading days in any consecutive 30-day period is $18.50 per share (“Performance Options”), provided that the recipient is either still working for the Company at the date of such realization event or that the performance goals are achieved within one year following a qualified termination of the recipient’s employment. All option grants have an exercise price of $9.54 and generally have a ten-year term prior to expiration. The fair value of the option grants is amortized to expense over the vesting period, which is generally four years.

The Company recognizes expense related to the options using graded vesting attribution and recognized approximately $0.4 million, $0.6 million and $0.5 million of expense for the years ended December 31, 2023, 2022 and 2021, respectively, which is included in selling, general and administrative expense on our Consolidated Statements of Operations. The total compensation cost of unvested options, not yet recognized, is approximately $0.1 million, which is to be recognized over the next four years.


				Weighted-Average
		Weighted-Average		Remaining
	Options	Exercise Price		Contractual Term
Options outstanding at December 31, 2022	3,217,349	$	9.54	7.8 years
Options granted	—	$	—
Options forfeited	(323,148)	$	9.54
Options exercised	(88,525)	$	9.54
Outstanding at December 31, 2023	2,805,676	$	9.54	6.8 years

Exercisable at December 31, 2023	841,705	$	9.54	6.7 years

Intrinsic value for stock options is defined as the amount by which the current market price of the underlying stock exceeds the weighted-average exercise price. For stock options where the weighted-average exercise price exceeds the current market price of the underlying stock, the intrinsic value is zero. The intrinsic value of options outstanding as of December 31, 2023 was $1.9 million, calculated using $10.21 per share, which was the closing price of our common stock on December 29, 2023, the last trading day of 2023.

Restricted Stock

On February 28, 2020, the Company granted restricted Common Units to three key executives. In August 2022, in connection with the Transaction, each restricted Common Unit was converted into 0.1049203474320 restricted Common Shares (“RCSs”). Such RCSs carry the same rights and limitations as the Common Shares under the organizational documents of the Company, except that the RCSs are subject to vesting and forfeiture. The RCSs vest in three installments on each anniversary of the grant date, vesting in full on February 28, 2023. During the years ended December 31, 2023, 2022 and 2021, the Company issued 310,670, 332,251 and 320,998 Common Shares upon vesting of RCSs, for which no proceeds were recorded.

RCS expense is based on the fair value of the common units on the date of grant and is amortized over the vesting period, which is generally three years. The value of the RCSs was calculated using a combination of historic equity and implied asset volatility of 40%, a risk-free rate of 1.14%, and a marketability discount of 30%.

The Company recognized approximately $0.1 million, $0.3 million and $0.8 million in expense for the RCSs in the years ended December 31, 2023, 2022 and 2021, respectively, which is included in selling, general and administrative expense on our Consolidated Statements of Operations.

Restricted Stock Unit Awards

During the years ended December 31, 2023 and 2022, the Company granted 1.4 million and 1.1 million restricted stock units (“RSUs”), respectively, under the 2022 Equity Plan. The RSUs had a grant date fair value of $15.8 million and $13.1 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. During the years ended December 31, 2023 and 2022, the Company recognized approximately $8.3 and $1.7 million, respectively, in expense for the RSUs, which is included in selling, general and administrative expense on our Consolidated Statements of Operations. As of December 31, 2023, there were 2.2 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 year ended December 31, 2023.


		Weighted-Average
		Fair Value at
	Units	Grant Date
Outstanding at December 31, 2022	1,127,000	$	11.49
Granted	1,370,564		11.53
Forfeited	(91,077)		11.63
Vested	(416,705)		11.49
Outstanding at December 31, 2023	1,989,782	$	11.51

During the year ended December 31, 2023, the Company issued 310,635 Common Shares upon the vesting of RSUs, for which no proceeds were recorded. The aggregate intrinsic value of RSUs vested for the year ended December 31, 2023 was $4.8 million.

Accumulated Other Comprehensive Income (Loss) (Tables)

12 Months Ended

Dec. 31, 2023

Accumulated Other Comprehensive Income (Loss)

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


	Year Ended December 31,
(Thousands)	2023		2022		2021
Cash flow hedge changes in fair value gain (loss):
Balance at beginning of period	$	(6,355)	$	11,759	$	3,581
Other comprehensive income (loss) before reclassifications		6,570		(10,978)		18,010
Amounts reclassified from accumulated comprehensive income		6,377		(13,094)		(7,197)
Tax effect		(3,230)		5,958		(2,635)
Net accumulated other comprehensive income		3,362		(6,355)		11,759
Less: Other comprehensive income attributable to non-controlling interests		—		—		—
Balance at end of period		3,362		(6,355)		11,759
Foreign currency translation gain
Balance at beginning of period		252		259		239
Other comprehensive income (loss) before reclassifications		204		(7)		20
Amounts reclassified from accumulated comprehensive income		—		—		—
Tax effect		—		—		—
Net accumulated other comprehensive income		456		252		259
Less: Other comprehensive income attributable to non-controlling interests		—		—		—
Balance at end of period		456		252		259
Accumulated other comprehensive income (loss) at end of period	$	3,818	$	(6,103)	$	12,018

Revenue - Concentration of Customers (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2023 USD ($) customer	Dec. 31, 2022 USD ($) item	Dec. 31, 2021 USD ($) item
Concentration Risk
Revenues	$ 864,714	$ 867,872	$ 698,144
Revenue from Contract with Customer, net \| Customer Concentration \| Beverage Solutions.
Concentration Risk
Number of major customers \| item		0	0
Revenue from Contract with Customer, net \| Customer Number One \| Customer Concentration \| Beverage Solutions.
Concentration Risk
Number of major customers \| customer	1
Concentration risk percentage	10.40%
Revenues	$ 90,000

- Definition

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 924
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 11.L)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479941/924-10-S99-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-5

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 30
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-30

Reference 4: 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 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (b)
-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
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

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

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-4

+ Details

Segment information - Selected Financial Data (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Segment Information
Net sales	$ 864,714	$ 867,872	$ 698,144
Adjusted EBITDA	45,081	60,053	47,174
Interest expense	29,157	35,497	32,549
Income tax expense (benefit)	(6,358)	111	(3,368)
Depreciation and amortization	26,584	24,210	25,501
Transaction, restructuring and integration expense	14,557	13,169	8,835
Change in fair value of warrant liabilities	(10,207)	29,675
Management and consulting fees (S&D acquisition)	556	3,868	6,382
Equity-based compensation	8,708	2,631	1,223
Conway extract and ready-to-drink facility start-up costs	11,698
Mark-to-market adjustments	(104)	3,502	(3,585)
Loss (gain) on disposal of property, plant and equipment	1,153	935	243
Other	3,904	1,916	702
Net loss	(34,567)	(55,461)	(21,308)
Capital expenditures	164,611	63,261	25,115
Total assets	971,514	746,213	593,020
Operating Segments \| Beverage Solutions.
Segment Information
Net sales	722,865	685,303	551,013
Adjusted EBITDA	41,624	53,951	41,468
Capital expenditures	164,474	63,158	24,501
Total assets	891,170	658,814	510,751
Operating Segments \| Sustainable, Sourcing and Traceability
Segment Information
Net sales	146,911	207,579	170,035
Adjusted EBITDA	3,457	6,102	5,706
Capital expenditures	137	103	614
Total assets	80,344	87,399	82,269
Intersegment Eliminations
Segment Information
Net sales	$ (5,062)	$ (25,010)	$ (22,904)

Property, Plant and Equipment, Net

12 Months Ended

Dec. 31, 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 December 31, 2023 and 2022:


(Thousands)	Depreciable Lives	December 31, 2023		December 31, 2022
Land		$	8,778	$	9,052
Buildings⁽⁴⁾	10-40 years		35,911		35,499
Leasehold improvements⁽¹⁾			9,800		1,651
Plant equipment⁽⁴⁾	3-15 years		128,639		107,215
Vehicles and transportation equipment	3-5 years		648		700
IT systems	3-7 years		8,909		3,053
Furniture and fixtures⁽⁴⁾	3-10 years		3,294		3,068
Customer beverage equipment⁽²⁾	3-5 years		22,931		21,930
Lease right-of-use assets⁽³⁾			81		36
Construction in progress and equipment deposits⁽⁴⁾			208,308		70,004
			427,299		252,208
Less: accumulated depreciation			(83,261)		(67,002)
Property, plant and equipment, net		$	344,038	$	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 years ended December 31, 2023, 2022 and 2021 was $18.4 million, $17.4 million and $18.8 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 December 31, 2023 are expected to be in production use.

Leases - Schedule of supplemental cashflow information (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2023 USD ($) lease	Dec. 31, 2022 USD ($)
Leases
Operating cash flows from operating leases	$ 4,317	$ 3,373
Right-of-use operating lease assets in exchange for lease obligations	$ 60,200
Number of material finance lease \| lease	0

De-SPAC Merger Transaction - Other Information (Details)			2 Months Ended	12 Months Ended
	Aug. 26, 2022 USD ($) $ / shares shares	Aug. 25, 2022 class $ / shares	Aug. 26, 2022 USD ($) $ / shares shares	Dec. 31, 2023 USD ($) class $ / shares shares	Dec. 31, 2022 USD ($) shares	Dec. 31, 2021 USD ($)
De-SPAC Merger Transaction
Number of classes of equity \| class				2
Preferred dividends paid			$ 4,400,000		$ 4,380,000
Goodwill	$ 0		0	$ 116,111,000	113,999,000	$ 97,053,000
Intangible assets	0		0	$ 122,945,000	130,886,000
Transaction cost incurred capitalized	24,000,000.0		$ 24,000,000.0
Transaction costs related to the issuance of shares	24,000,000.0
Payment of preferred equity issuance costs					1,250,000
Net gain (loss) on extinguishment					$ 2,870,000
Common Stock
De-SPAC Merger Transaction
Issuance of common shares related to stock options exercised (in shares) \| shares				88,000	39,000
Term Loan facility
De-SPAC Merger Transaction
Proceeds from line of credit	175,000,000.0
Riverview
De-SPAC Merger Transaction
Number of shares issued, value	$ 49,800,000
Number of shares issued \| shares	12,868,151
Number of classes of equity \| class		2
Number of shares issued for each unit \| shares	1		1
Common stock par value ( in dollars per share) \| $ / shares	$ 0.01		$ 0.01
Transaction cost incurred capitalized	$ 17,100,000		$ 17,100,000
Transaction cost incurred expenses	17,100,000
Payment of preferred equity issuance costs	1,300,000
Net gain (loss) on extinguishment	$ (2,900,000)
Riverview \| Common Stock
De-SPAC Merger Transaction
Number of shares issued \| shares	34,855,535
Number of shares issued for each unit \| shares	0.1049203474320		0.1049203474320
Common stock par value ( in dollars per share) \| $ / shares	$ 0.01		$ 0.01
Issuance of common shares related to stock options exercised (in shares) \| shares	2,220,305
Riverview \| Common Stock PIPE Commitments
De-SPAC Merger Transaction
Number of shares issued \| shares	1,910,000
Series A Redeemable Common Equivalent Preferred Units \| Riverview
De-SPAC Merger Transaction
Number of shares issued for each unit \| shares	0.1086138208640		0.1086138208640
Series B Redeemable Common Equivalent Preferred Units \| Riverview
De-SPAC Merger Transaction
Number of shares issued for each unit \| shares	0.1049203474320		0.1049203474320
Series Convertible Preferred Shares
De-SPAC Merger Transaction
Liquidation preference per share \| $ / shares				$ 11.50
CEP Units \| Riverview
De-SPAC Merger Transaction
Temporary Equity, Liquidation Preference					$ 13,900,000	$ 24,200,000
Liquidation preference per share \| $ / shares		$ 1.00
Percent of increase in liquidation preference per share		10.00%
Series A Redeemable Common Equivalent Preferred Shares
De-SPAC Merger Transaction
Temporary Equity, Liquidation Preference				$ 11.50	$ 11.50
Series A Redeemable Common Equivalent Preferred Shares \| Riverview
De-SPAC Merger Transaction
Number of shares issued for each unit \| shares	0.1086138208740		0.1086138208740
Number of new stock classified as temporary equity issued \| shares	23,587,952
Series B Redeemable Common Equivalent Preferred Shares \| Riverview
De-SPAC Merger Transaction
Number of shares issued for each unit \| shares	0.0919280171940		0.0919280171940
Class A share \| Riverview
De-SPAC Merger Transaction
Number of shares issued for each unit \| shares	1		1
New Company \| Riverview \| Common Stock PIPE Commitments
De-SPAC Merger Transaction
Number of shares issued \| shares	20,590,000
Amount received	$ 205,900,000		$ 205,900,000
New Company \| Riverview \| Wells Fargo \| Revolving loan commitment
De-SPAC Merger Transaction
Face amount	$ 175,000,000.0		$ 175,000,000.0

Inventories (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Inventories
Raw materials	$ 78,882	$ 66,925
Finished goods	26,857	21,232
Green coffee	44,182	57,679
Total inventories	$ 149,921	$ 145,836

Goodwill (Details) - USD ($) $ in Thousands	12 Months Ended
Goodwill (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Aug. 26, 2022	Dec. 31, 2021
Changes in goodwill
Goodwill, Beginning balance	$ 113,999	$ 97,053
Acquisitions	2,025	16,946
Measurement period adjustments	87
Goodwill, Ending balance	116,111	113,999
Goodwill, Impaired and Accumulated Impairment Loss
Gross goodwill	192,994	190,882		$ 173,936
Accumulated impairment loss	(76,883)	(76,883)		(76,883)
Goodwill	116,111	113,999	$ 0	97,053
Beverage Solutions
Changes in goodwill
Goodwill, Beginning balance	113,999	97,053
Acquisitions	2,025	16,946
Measurement period adjustments	87
Goodwill, Ending balance	116,111	113,999
Goodwill, Impaired and Accumulated Impairment Loss
Gross goodwill	192,994	190,882		173,936
Accumulated impairment loss	(76,883)	(76,883)		(76,883)
Goodwill	$ 116,111	$ 113,999		$ 97,053

- 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

Acquisitions (Tables) - Kohana Coffee, LLC

12 Months Ended

Dec. 31, 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

Summary components of identified intangible assets


	Estimated Fair		Estimated Useful
(Thousands)	Market Value		Life
Customer relationships	$	11,148		10 years
Favorable lease asset		570		2.5 years
Total	$	11,718

Summary of proforma results


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

Summary of Significant Accounting Policies - Obligations Outstanding (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2023 USD ($)
Summary of Significant Accounting Policies
Confirmed obligations outstanding at the beginning of the year	$ 0
Invoices confirmed during the year	110,217
Confirmed invoices paid during the year	(32,141)
Confirmed obligations outstanding at the end of the year	$ 78,076

Fair Value Measurements

12 Months Ended

Dec. 31, 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 December 31, 2023:


	December 31, 2023
(Thousands)	Level 1		Level 2		Level 3		Total
Assets:
Green coffee associated with forward contracts	$	—	$	33,447	$	—	$	33,447
Coffee futures contracts		3,355		—		—		3,355
Forward purchase and sales contracts		—		10,303		—		10,303
Total	$	3,355	$	43,750	$	—	$	47,105

Liabilities:
Forward purchase and sales contracts		—		3,731		—		3,731
Westrock Public Warrants		39,371		—		—		39,371
Westrock Private Warrants		—		—		5,430		5,430
Total	$	39,371	$	3,731	$	5,430	$	48,532

The following table presents the change in the fair value of Level 3 Westrock Private Warrants liabilities during the year ended December 31, 2023:


	Westrock
(Thousands)	Private Warrants
Fair value as of December 31, 2022	$	28,342
Transfer out of level 3		(18,916)
Change in fair value		(3,996)
Fair value as of December 31, 2023	$	5,430

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


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

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

The following table presents the change in the fair value of Level 3 Westrock Private Warrants liabilities during the year ended December 31, 2022:


	Westrock
(Thousands)	Private Warrants
Fair value as of December 31, 2021	$	—
Assumption of warrants		11,618
Change in fair value		16,724
Fair value as of December 31, 2022	$	28,342

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

Westrock Public Warrants are valued based on their quoted market price of $2.30 and $2.27 per warrant as of December 31, 2023 and 2022, respectively. Westrock Private Warrants price of $2.68 and $3.83 per warrant as of December 31, 2023 and 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:


	December 31, 2023		December 31, 2022
Stock price	$	10.21	$	13.36
Exercise price		11.50		11.50
Expected term (years)		5.00		5.00
Expected volatility		33.80%		7.74%
Risk-free rate of return		3.91%		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 Consolidated Balance Sheets at amortized cost and are estimated by management to approximate fair value as of December 31, 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 years ended December 31, 2023 and 2022 requiring these non-financial assets and liabilities to be subsequently recognized at fair 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

Fair Value Measurements - Other Information (Details) - USD ($) $ / shares in Units, $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Aug. 26, 2022
Fair Value Measurements
Assets	$ 47,105	$ 54,981
Liabilities	48,532	63,113
Warrant exercise price (in dollars per share)			$ 11.50
Green coffee associated with forward contracts
Fair Value Measurements
Assets	33,447	39,928
Coffee futures contracts
Fair Value Measurements
Assets	3,355
Liabilities		3,334
Forward purchase and sales contracts
Fair Value Measurements
Assets	10,303	15,053
Liabilities	3,731	4,258
Westrock Public Warrants
Fair Value Measurements
Liabilities	$ 39,371	$ 27,179
Warrant exercise price (in dollars per share)	$ 2.30	$ 2.27
Westrock Private Warrants
Fair Value Measurements
Liabilities	$ 5,430	$ 28,342
Warrant exercise price (in dollars per share)	$ 2.68	$ 3.83
Level 1
Fair Value Measurements
Assets	$ 3,355
Liabilities	39,371	$ 30,513
Level 1 \| Coffee futures contracts
Fair Value Measurements
Assets	3,355
Liabilities		3,334
Level 1 \| Westrock Public Warrants
Fair Value Measurements
Liabilities	39,371	27,179
Level 2
Fair Value Measurements
Assets	43,750	54,981
Liabilities	3,731	4,258
Level 2 \| Green coffee associated with forward contracts
Fair Value Measurements
Assets	33,447	39,928
Level 2 \| Forward purchase and sales contracts
Fair Value Measurements
Assets	10,303	15,053
Liabilities	3,731	4,258
Level 3
Fair Value Measurements
Liabilities	5,430	28,342
Level 3 \| Westrock Private Warrants
Fair Value Measurements
Liabilities	$ 5,430	$ 28,342

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) shares in Thousands	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Allowance for credit loss	$ 2,915,000	$ 3,023,000	$ 3,749,000
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)	88,051	75,020
Common stock, Shares Outstanding (In shares)	88,051	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

Document and Entity Information - USD ($) $ in Millions	12 Months Ended
Document and Entity Information - USD ($) $ in Millions	Dec. 31, 2023	Mar. 01, 2024	Jun. 30, 2023
Document Information
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 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
Entity Address, Address Line Two	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 Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
ICFR Auditor Attestation Flag	false
Document Financial Statement Error Correction [Flag]	true
Document Financial Statement Restatement Recovery Analysis [Flag]	false
Entity Shell Company	false
Entity Public Float			$ 455.2
Entity Common Stock, Shares Outstanding		88,033,917
Entity Central Index Key	0001806347
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	FY
Amendment Flag	false
Auditor Name	PricewaterhouseCoopers LLP
Auditor Location	Little Rock, Arkansas
Auditor Firm ID	238
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

Property, Plant and Equipment, Net (Tables)

12 Months Ended

Dec. 31, 2023

Property, Plant and Equipment, Net

Schedule of Property, Plant and Equipment, Net


(Thousands)	Depreciable Lives	December 31, 2023		December 31, 2022
Land		$	8,778	$	9,052
Buildings⁽⁴⁾	10-40 years		35,911		35,499
Leasehold improvements⁽¹⁾			9,800		1,651
Plant equipment⁽⁴⁾	3-15 years		128,639		107,215
Vehicles and transportation equipment	3-5 years		648		700
IT systems	3-7 years		8,909		3,053
Furniture and fixtures⁽⁴⁾	3-10 years		3,294		3,068
Customer beverage equipment⁽²⁾	3-5 years		22,931		21,930
Lease right-of-use assets⁽³⁾			81		36
Construction in progress and equipment deposits⁽⁴⁾			208,308		70,004
			427,299		252,208
Less: accumulated depreciation			(83,261)		(67,002)
Property, plant and equipment, net		$	344,038	$	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.

Debt - Additional Information (Details) $ in Thousands					12 Months Ended
Debt - Additional Information (Details) $ in Thousands	Mar. 08, 2024 USD ($)	Jan. 08, 2024 USD ($)	Mar. 21, 2023 USD ($)	Aug. 29, 2022 USD ($)	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)	Apr. 30, 2026	Dec. 31, 2025	Sep. 30, 2025	Mar. 31, 2025	Dec. 31, 2024	Mar. 07, 2024 USD ($)	Sep. 30, 2023	Jun. 30, 2023
Debt
Debt finance costs				$ 6,600
Early termination fees						$ 1,580
Unamortized deferred financing fees written off						4,296
Short-term debt					$ 43,694	$ 42,905
Net Leverage Ratio					5.50					4.50	5.00		5.25	5.00
Revolving credit facility
Debt
Debt finance costs				3,300
Face amount				175,000
Line of credit					$ 65,000
Weighted average effective rate (as a percent)					8.90%
Term Loan facility
Debt
Debt finance costs				3,300
Face amount				$ 175,000
Variable rate (as a percent)					9.20%
Standby letter of credit
Debt
Letters of credit outstanding					$ 2,600
Delayed Draw Term Loan Facility
Debt
Face amount					50,000
Line of credit					$ 0
Delayed Draw Term Loan Facility \| Subsequent Events
Debt
Proceeds from line of credit		$ 50,000
Term Loan Facility and Delayed Draw Term Loan Facility
Debt
Line of credit, periodic payment term				3 years
Percentage of original principal amount				1.25%
Term Loan Facility and Delayed Draw Term Loan Facility \| Year four
Debt
Percentage of original principal amount				1.875%
Term Loan Facility and Delayed Draw Term Loan Facility \| Year five
Debt
Percentage of original principal amount				2.50%
Minimum
Debt
Interest coverage ratio					2.00
Minimum \| Subsequent Events
Debt
Interest coverage ratio								2.00	1.50
Net Leverage Ratio							4.50
Maximum
Debt
Net Leverage Ratio														3.75
Maximum \| Subsequent Events
Debt
Net Leverage Ratio							6.25
Base rate \| One Month Interest Period [Member]
Debt
Interest rate (as a percent)				1.00%
Interest period				1 month
SOFR \| One Month Interest Period [Member]
Debt
Variable rate (as a percent)				0.10%
Interest period				1 month
SOFR \| Three Month Interest Period [Member]
Debt
Variable rate (as a percent)				0.15%
Interest period				3 months
SOFR \| Six Month Interest Period [Member]
Debt
Variable rate (as a percent)				0.25%
Interest period				6 months
SOFR \| Minimum
Debt
Variable rate (as a percent)					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%
NYFRB
Debt
Interest rate (as a percent)				0.50%
Delayed Draw Term Loan Facility \| Subsequent Events
Debt
Proceeds from line of credit		$ 50,000
New short-term trade finance facility
Debt
Face amount			$ 70,000
Variable rate (as a percent)			4.00%
Line of credit					$ 37,000
Debt term			1 year
New short-term trade finance facility \| Subsequent Events
Debt
Face amount	$ 55,000											$ 70,000
Debt term	1 year
New short-term trade finance facility \| SOFR \| Subsequent Events
Debt
Variable rate (as a percent)	4.00%
New short-term trade finance facility \| SOFR one-month
Debt
Variable rate (as a percent)			1.00%
New short-term trade finance facility \| SOFR one-month \| Subsequent Events
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%
New short-term trade finance facility \| Federal Funds Rate \| Subsequent Events
Debt
Variable rate (as a percent)	0.50%

Earnings Per Shares (Details)
$ / shares in Units, shares in Thousands, $ in Thousands

12 Months Ended

Dec. 31, 2023

USD ($)

class

$ / shares

Dec. 31, 2022

USD ($)

$ / shares

Dec. 31, 2021

USD ($)

$ / shares

Earnings per Unit

Number of classes of equity | class

Numerator:

Net income (loss) attributable to common unitholders - basic | $

$ (34,743)

$ (77,633)

$ (46,155)

Numerator:

Net income (loss) attributable to common shareholders - basic | $

(34,743)

(77,633)

(46,155)

Net income (loss) attributable to common shareholders - diluted | $

$ (34,743)

$ (77,633)

$ (46,155)

Denominator:

Weighted-average common units outstanding - basic

^[1]

80,684

48,444

34,472

Weighted-average common units outstanding - diluted

^[1]

80,684

48,444

34,472

Basic earnings (loss) per common share | $ / shares

^[1]

$ (0.43)

$ (1.60)

$ (1.34)

Dilutive earnings (loss) per common share | $ / shares

^[1]

$ (0.43)

$ (1.60)

$ (1.34)

Warrants

Earnings per Unit

Antidilutive securities

19,149

19,373

Restricted stock

Earnings per Unit

Antidilutive securities

1,917

1,602

950

Employee Stock Option

Earnings per Unit

Antidilutive securities

1,445

3,217

3,200

Series A Preferred Shares

Earnings per Unit

Antidilutive securities

23,551

23,588

25,092

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

Revenue

12 Months Ended

Dec. 31, 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 December 31, 2023 and 2022, the Company has $8.3 million and $14.6 million, respectively, of such repurchase agreement obligations, collateralized by the corresponding inventory, that are recorded within accrued expenses and other current liabilities on the Consolidated Balance Sheets. Net cash flows associated with these repurchase agreements are reported as financing activities in the Consolidated Statements of Cash Flows.

Revenue from Forward Contracts (ASC 815)

A portion of the Company’s revenues consist of sales from commodity contracts that are accounted for under ASC 815. Sales from commodity contracts primarily relate to forward sales of green coffee which are accounted for as derivatives at fair value under ASC 815. These forward sales meet the definition of a derivative under ASC 815 as they have an underlying, notional amount, no initial net investment and can be net settled since the commodity is readily converted to cash. The Company does not apply the normal purchase and normal sale exception under ASC 815 to these contracts.

Revenues from commodity contracts are recognized in revenues for the contractually stated amount when the contracts are settled. Settlement generally occurs upon shipment or delivery of the product when title and risks and rewards of ownership transfer to the customer. Prior to settlement, these forward sales contracts are recognized at fair value with the unrealized gains or losses recorded within cost of sales on our Consolidated Statements of Operations. For the years ended December 31, 2023, 2022 and 2021, we recorded $4.1 million of net unrealized losses, $8.8 million of net unrealized gains and $4.8 million of net unrealized losses, respectively, within costs of sales.

For the years ended December 31, 2023, 2022 and 2021, the Company recognized $141.0 million, $181.7 million and $145.6 million in revenues under ASC 815, respectively, and are reported within the Company’s Sustainable Sourcing & Traceability segment.

Contract Estimates

The nature of the Company’s contracts give rise to variable consideration including cash discounts, volume-based rebates, point of sale promotions, and other promotional discounts to certain customers. For all promotional programs and discounts, the Company estimates the rebate or discount that will be granted to the customer and records an accrual upon invoicing. These estimated rebates or discounts are included in the transaction price of the Company’s contracts with customers as a reduction to net revenues and are included as accrued sales incentives in accrued expenses and other current liabilities in the Consolidated Balance Sheets. Accrued sales incentives were $1.5 million at December 31, 2023 and $1.3 million at December 31, 2022. Other accrued deductions were $2.7 million at December 31, 2023 and $1.4 million at December 31, 2022 and are included as a reduction to accounts receivable, net in the Consolidated Balance Sheets.

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

Contract Balances

Contract balances relate primarily to advances received from the Company’s customers before revenue is recognized. The Company does not have any material contract liabilities as of December 31, 2023 or 2022. Receivables from contracts with customers are included in accounts receivable, net on the Company’s Consolidated Balance Sheets. At December 31, 2023 and 2022, accounts receivable, net included $104.8 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 December 31, 2023 and 2022, no costs were capitalized as all arrangements were less than a year.

Contract assets, primarily deferred promotional incentives paid to customers, totaled $0.3 million at December 31, 2023 and $0.4 million at December 31, 2022, and were included in prepaid expenses and other current assets on our Consolidated Balance Sheets. Deferred promotional incentives are amortized straight-line over the contract life. Amortization of deferred contract costs for the years ended December 31, 2023, 2022 and 2021 was $2.4 million, $1.2 million and $0.3 million, respectively, and are included in revenues in our Consolidated Statements of Operations.

Concentration of Customers

For the year ended December 31, 2023, one customer, who is represented in the Company’s Beverage Solutions segment, accounted for 10.4%, or $90.0 million, of the Company’s consolidated net revenues. For the years ended December 31, 2022 and 2021, no customers accounted for more than 10% of our consolidated net revenues.

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:


	Year Ended December 31,
(Thousands)	2023		2022		2021
Coffee & tea	$	559,040	$	569,464	$	445,466
Flavors, extracts & ingredients		162,043		112,155		98,850
Other		1,782		3,684		6,697
Green coffee		141,849		182,569		147,131
Net sales	$	864,714	$	867,872	$	698,144


	Year Ended December 31,
(Thousands)	2023		2022		2021
United States	$	744,067	$	719,437	$	583,011
All other countries		120,647		148,435		115,133
Net sales	$	864,714	$	867,872	$	698,144

- 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

Summary of Significant Accounting Policies - Cash and cash equivalents and restricted cash (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Summary of Significant Accounting Policies
Cash and cash equivalents	$ 37,196	$ 16,838
Restricted cash	644	9,567
Total	$ 37,840	$ 26,405	$ 22,870	$ 18,652

Segment Information

12 Months Ended

Dec. 31, 2023

Segment Information

Segment Information

Note 20. 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, provision for income taxes, depreciation and amortization, equity-based compensation expense and the impact, which may be recurring in nature, of transaction, restructuring 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:


	Year Ended December 31, 2023
			Sustainable				Total of
	Beverage		Sourcing &		Intersegment		Reportable
(Thousands)	Solutions		Traceability		Revenues		Segments
Net sales	$	722,865	$	146,911	$	(5,062)	$	864,714

Adjusted EBITDA		41,624		3,457		n/a		45,081
Less:
Interest expense								29,157
Income tax expense (benefit)								(6,358)
Depreciation and amortization								26,584
Transaction, restructuring and integration expense								14,557
Change in fair value of warrants								(10,207)
Management and consulting fees (S&D acquisition)								556
Equity-based compensation								8,708
Conway extract and ready-to-drink facility start-up costs								11,698
Mark-to-market adjustments								(104)
Loss (gain) on disposal of property, plant and equipment								1,153
Other								3,904
Net loss							$	(34,567)

Capital expenditures	$	164,474	$	137		n/a	$	164,611
Total assets		891,170		80,344		n/a		971,514


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

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

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


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

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

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

Approximately 100% of our long-lived assets were located in the United States as of December 31, 2023.

- 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

Debt - Other (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Debt
Total debt	$ 278,975	$ 219,680
Unamortized debt costs	(2,378)	(2,769)
Current maturities of long-term debt	(9,811)	(11,504)
Short-term debt	(43,694)	(42,905)
Long-term debt, net	223,092	162,502
Term loan facility
Debt
Total debt	164,063	175,000
Revolving credit facility
Debt
Total debt	65,000
International trade finance lines
Debt
Total debt	43,694	42,905
International notes payable
Debt
Total debt	6,179	1,750
Other loans
Debt
Total debt	$ 39	$ 25

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

De-SPAC Merger Transaction

12 Months Ended

Dec. 31, 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 consist 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. During the years ended December 31, 2022 and 2021, the Common Equivalent Preferred Units accrued $13.9 million and $24.2 million of liquidation preference, respectively. In connection with the Closing, holders of Common Equivalent Preferred Units were paid a cash dividend totaling $4.4 million, which is equal to the accreted liquidation preference of the Common Equivalent Preferred Units from June 30, 2022 through Closing.

Pursuant to the Transaction Agreement, (a) each issued and outstanding Common Unit converted into 0.1049203474320 Common Shares, (b) each issued and outstanding Common Equivalent Preferred Unit for which the holder had not elected to convert such unit into shares of 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. During the year ended December 31, 2022, the Company realized a net loss on extinguishment of the Common Equivalent Preferred Units of $2.9 million, including the payment of approximately $1.3 million of issuance costs, which have been recorded within accumulated deficit on our Consolidated Balance Sheets and adjusts earnings attributable to common shareholders in computing basic and diluted earnings per share.

In addition, at Closing, (i) each outstanding share of class B common stock of Riverview (the “Riverview Class B Shares” together with the Riverview Class A Shares, the “Riverview Shares”) (other than the Riverview Class B Shares held as treasury stock, which were automatically cancelled and extinguished at Closing), automatically converted into one Riverview Class A Share, (ii) each outstanding Riverview Class A Share (including the Riverview Class A Shares resulting from the conversion of Riverview Class B Shares at Closing but excluding any Riverview Class A Shares held as treasury stock, which were automatically cancelled and extinguished at Closing) were exchanged for one Common Share, (iii) each outstanding warrant to purchase Riverview Class A Shares (the “Riverview Warrants”) was, by its terms, automatically converted into a comparable warrant to purchase Common Shares (the “Westrock Warrants”) on the terms and subject to the conditions set forth in the warrant agreement for the Riverview Warrants and the amended and restated warrant agreement for the Westrock Warrants, (iv) each Riverview Share held immediately prior to Closing by Riverview as treasury stock was automatically canceled and extinguished and (v) each share of capital stock of Merger Sub I issued and outstanding immediately prior to Closing was automatically canceled and extinguished and converted into one share of common stock, par value $0.01, of the surviving corporation in the SPAC Merger. In connection with obtaining the approval of the Mergers by Riverview’s 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 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 Consolidated Balance Sheet. The Westrock Warrants entitle the holder to purchase one 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 year ended December 31, 2023, the Riverview Sponsor transferred ownership of its Westrock Private Warrants. At December 31, 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.

Earnings Per Share

12 Months Ended

Dec. 31, 2023

Earnings Per Share

Earnings Per Share

Note 19. Earnings Per Share

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

Westrock Series A Preferred Shares and our RSUs issued under our 2022 Equity 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”). 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.


	Year Ended December 31,
(Thousands)	2023		2022		2021
Warrants		19,149		19,373		—
Restricted stock		1,917		1,602		950
Options		1,445		3,217		3,200
If-converted securities		23,551		23,588		25,092

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


	Year Ended December 31,
(Thousands, except per share data)	2023		2022		2021
Basic Earnings per Common Share
Numerator:
Net income (loss) attributable to common shareholders	$	(34,743)	$	(77,633)	$	(46,155)
Denominator:
Weighted-average common shares outstanding - basic		80,684		48,444		34,472
Basic earnings (loss) per common share	$	(0.43)	$	(1.60)	$	(1.34)

Diluted Earnings per Common Share
Numerator:
Net income (loss) attributable to common shareholders - basic	$	(34,743)	$	(77,633)	$	(46,155)
Effect of participating securities		—		—		—
Effect of non-participating securities		—		—		—
Net income (loss) attributable to common shareholders - diluted	$	(34,743)	$	(77,633)	$	(46,155)
Denominator:
Weighted-average common shares outstanding - basic		80,684		48,444		34,472
Effect of dilutive participating securities		—		—		—
Effect of dilutive non-participating securities		—		—		—
Weighted-average common shares outstanding - diluted		80,684		48,444		34,472

Dilutive loss per common share	$	(0.43)	$	(1.60)	$	(1.34)

Property, Plant and Equipment, Net (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Property, Plant and Equipment, Net
Property, plant and equipment, gross	$ 427,299	$ 252,208
Less: accumulated depreciation	(83,261)	(67,002)
Property, plant and equipment, net	344,038	185,206
Depreciation expense	18,400	17,400	$ 18,800
Property, plant and equipment reclassification for error		10,100
Land
Property, Plant and Equipment, Net
Property, plant and equipment, gross	8,778	9,052
Building
Property, Plant and Equipment, Net
Property, plant and equipment, gross	35,911	35,499
Leasehold improvements
Property, Plant and Equipment, Net
Property, plant and equipment, gross	9,800	1,651
Plant equipment
Property, Plant and Equipment, Net
Property, plant and equipment, gross	128,639	107,215
Vehicles and transportation equipment
Property, Plant and Equipment, Net
Property, plant and equipment, gross	648	700
IT systems
Property, Plant and Equipment, Net
Property, plant and equipment, gross	8,909	3,053
Furniture and fixtures
Property, Plant and Equipment, Net
Property, plant and equipment, gross	3,294	3,068
Customer beverage equipment
Property, Plant and Equipment, Net
Property, plant and equipment, gross	22,931	21,930
Lease right-of-use assets
Property, Plant and Equipment, Net
Property, plant and equipment, gross	81	36
Construction in progress and equipment deposits
Property, Plant and Equipment, Net
Property, plant and equipment, gross	$ 208,308	$ 70,004
Minimum \| Building
Property, Plant and Equipment, Net
Useful life	10 years
Minimum \| Plant equipment
Property, Plant and Equipment, Net
Useful life	3 years
Minimum \| Vehicles and transportation equipment
Property, Plant and Equipment, Net
Useful life	3 years
Minimum \| IT systems
Property, Plant and Equipment, Net
Useful life	3 years
Minimum \| Furniture and fixtures
Property, Plant and Equipment, Net
Useful life	3 years
Minimum \| Customer beverage equipment
Property, Plant and Equipment, Net
Useful life	3 years
Maximum \| Building
Property, Plant and Equipment, Net
Useful life	40 years
Maximum \| Plant equipment
Property, Plant and Equipment, Net
Useful life	15 years
Maximum \| Vehicles and transportation equipment
Property, Plant and Equipment, Net
Useful life	5 years
Maximum \| IT systems
Property, Plant and Equipment, Net
Useful life	7 years
Maximum \| Furniture and fixtures
Property, Plant and Equipment, Net
Useful life	10 years
Maximum \| Customer beverage equipment
Property, Plant and Equipment, Net
Useful life	5 years

Revenue - Disaggregated Revenue (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Revenue
Revenues	$ 864,714	$ 867,872	$ 698,144
United States
Revenue
Revenues	744,067	719,437	583,011
All other countries
Revenue
Revenues	120,647	148,435	115,133
Product
Revenue
Revenues	864,714	867,872	698,144
Coffee & tea
Revenue
Revenues	559,040	569,464	445,466
Flavors, extracts & ingredients
Revenue
Revenues	162,043	112,155	98,850
Other
Revenue
Revenues	1,782	3,684	6,697
Green coffee
Revenue
Revenues	$ 141,849	$ 182,569	$ 147,131

- 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

+ References

+ Details

Related Party Transactions - Transactions with related party (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Related Party Transactions
Other long-term liabilities	$ 1,629	$ 2,611
Interest expense	29,157	35,497	$ 32,549
Related Party
Related Party Transactions
Interest expense		1,183	2,629
Related Party \| Brown Brothers Harriman
Related Party Transactions
Interest expense		541	1,393
Related Party \| Wooster Capital, LLC
Related Party Transactions
Interest expense		503	599
Related Party \| Jo Ellen Ford
Related Party Transactions
Interest expense		$ 139	214
Related Party \| Westrock Group, LLC
Related Party Transactions
Short-term related party debt	$ 200
Related Party \| Westrock Finance, LLC
Related Party Transactions
Interest expense			$ 423

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2023

Income Taxes

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


	Year Ended December 31,
(Thousands)	2023		2022		2021
U.S.		(34,695)		(51,607)		(28,573)
International		(6,130)		(3,743)		3,897
Loss before income taxes	$	(40,825)	$	(55,350)	$	(24,676)

Schedule of income tax expense (benefit) component


	Year Ended December 31,
(Thousands)	2023		2022		2021
Current expense (benefit)
Federal	$	—	$	—	$	—
State		266		529		179
Foreign		(112)		1,619		(99)
Total current		154		2,148		80
Deferred expense (benefit)
Federal		(7,365)		173		(4,617)
State		236		81		(901)
Foreign		617		(2,291)		2,070
Total deferred		(6,512)		(2,037)		(3,448)

Income tax expense (benefit)	$	(6,358)	$	111	$	(3,368)

Schedule of reconciliation of income tax expense benefit


	Year Ended December 31,
(Thousands)	2023		2022		2021
Income tax expense (benefit) at U.S. statutory income tax rate	$	(8,573)	$	(11,624)	$	(5,182)
State income tax expense (benefit), net of federal benefit		(862)		(1,507)		(773)
Foreign rate differential		(260)		(15)		(304)
Change in fair value of warrants		(2,144)		6,232		—
Global intangible low-taxed income ("GILTI") inclusion		—		—		1,095
Transaction costs		—		—		260
Stock compensation (windfall)/shortfall		(838)		(195)		57
Corporate interest restriction		677		291		—
Excess compensation (§162(m))		717		182		—
Other permanent differences		161		146		78
Change in valuation allowance		4,414		7,319		632
Provision to return adjustments		—		(320)		(166)
Effect of change in foreign tax rates		—		(552)		1,181
Other		350		154		(246)
Income tax expense (benefit)	$	(6,358)	$	111	$	(3,368)

Effective tax rate		15.6%		(0.2)%		13.6%

Schedule of deferred income tax assets and liabilities


(Thousands)	December 31, 2023		December 31, 2022
Deferred tax assets
Liabilities and reserves	$	2,158	$	2,300
Interest limitation		18,217		16,256
Net operating losses		21,804		13,483
Transaction expenses		186		206
Inventories		1,146		1,449
Stock compensation		1,205		794
Derivatives		—		552
Operating lease liabilities		16,223		2,430
Other		2,131		269
Total		63,070		37,739
Valuation allowance		(12,878)		(8,464)
Total deferred tax assets, net	$	50,192	$	29,275
Deferred tax liabilities
Property, plant and equipment	$	(15,649)	$	(13,334)
Intangible assets		(26,392)		(27,358)
Derivatives		(2,214)		—
Right-of-use assets		(16,041)		(2,403)
Other		(743)		(535)
Total		(61,039)		(43,630)
Net deferred tax liability	$	(10,847)	$	(14,355)

Summary of valuation allowance


(Thousands)	December 31, 2023		December 31, 2022		December 31, 2021
Beginning balance	$	8,464	$	1,145	$	513
Additions		4,414		7,319		632
Ending Balance	$	12,878	$	8,464	$	1,145

Schedule reconciliation of unrecognized tax benefits


(Thousands)	December 31, 2023		December 31, 2022		December 31, 2021
Beginning balance	$	96	$	96	$	96
Additions for tax positions in prior period		2,473		—		—
Additions for tax positions in current period		1,421		—		—
Ending Balance	$	3,990	$	96	$	96

Commitments and Contingencies

12 Months Ended

Dec. 31, 2023

Commitments and Contingencies.

Commitments and Contingencies

Note 21. Commitments and Contingencies

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

We have future purchase obligations of $238.7 million as of December 31, 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 December 31, 2023 we had an obligation to repurchase $8.3 million of inventory associated with repurchase agreements in which the Company’s Sustainable Sourcing & Traceability segment has sold inventory to a third party and from whom the Company’s Beverage Solutions segment has an obligation to repurchase. The liability for these obligations is recorded within accrued expenses and other current liabilities on the Company’s Consolidated Balance Sheet.

Debt

12 Months Ended

Dec. 31, 2023

Debt

Debt

Note 12. Debt

Our long-term debt as of December 31, 2023 and 2022 was as follows:


(Thousands)	December 31, 2023		December 31, 2022
Term loan facility	$	164,063	$	175,000
Revolving credit facility		65,000		—
International trade finance lines		43,694		42,905
International notes payable		6,179		1,750
Other loans		39		25
Total debt		278,975		219,680
Unamortized debt costs		(2,378)		(2,769)
Current maturities of long-term debt		(9,811)		(11,504)
Short-term debt		(43,694)		(42,905)
Long-term debt, net	$	223,092	$	162,502

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


(Thousands)
2024	$	9,811
2025		11,501
2026		17,719
2027		196,250
2028		—
Thereafter		—
Total	$	235,281

Credit Agreement

The Company is party to 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”), (b) a senior secured first lien term loan facility in an initial aggregate principal amount of $175.0 million (the “Term Loan Facility”), and (c) 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. The Revolving Credit Facility, the Term Loan Facility and the Delayed Draw 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, the Term Loan Facility and the Delayed Draw Term Loan Facility will bear interest, at the Borrower’s option, initially at an annual rate equal to (a) 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 (b) 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 an applicable margin.

At December 31, 2023, we had $65.0 million of outstanding borrowings under the Revolving Credit Facility, with a weighted average interest rate of 8.9%, 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. At December 31, 2023, no amounts were outstanding under the Delayed Draw Term Loan Facility; however, on January 8, 2024, the Company borrowed $50.0 million under the Delayed Draw Term Loan Facility, using a portion of the proceeds to repay outstanding borrowings under the Revolving Credit 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 3.75:1.00 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) 5.00:1.00 for the test period ending June 30, 2023, (b) 5.25:1.00 for the test period ending September 30, 2023, (c) 5.50:1.00 for the test periods ending on or after December 31, 2023 to and including September 30, 2024, (d) 5.00:1.00 for the test period ending December 31, 2024 and (e) 4.50:1.00 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 2.00:1.00. As of December 31, 2023, we were in compliance with the Financial Covenants. See Note 23 for disclosures regarding the entry into Amendment No. 3 to the Credit Agreement on February 15, 2024, which modifies certain requirements of the Company during the Covenant Relief Period.

The Term Loan Facility and Delayed Draw Term Loan Facility require quarterly principal payments during the first three years of 1.25% of the original principal balance. Quarterly payments increase to 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, which are reported within other long-term assets on the Consolidated Balance Sheets and are being amortized ratably over the term of the Revolving Credit Facility.

Prior Term Loan Facility

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

Prior ABL Facility

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

International Debt and Lending Facilities

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 December 31, 2023, there was $37.0 million of outstanding borrowings under the facility, which is recorded in short-term debt in the 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 December 31, 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 December 31, 2023, there was $5.0 million of outstanding borrowings under the facility, of which $4.5 million and $0.5 million is recorded in long-term debt, net and current maturities of long-term debt, respectively, on the 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 December 31, 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 $6.7 million at December 31, 2023 and (b) a long-term note payable with a balance of $1.2 million at December 31, 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.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
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-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
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-Name Accounting Standards Codification
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-URI https://asc.fasb.org//470/tableOfContent

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 1B
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Name Accounting Standards Codification
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-Paragraph 1B
-Subparagraph (i)
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-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Name Accounting Standards Codification
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-Subparagraph (a)
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-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1E

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

+ Details

Commitments and Contingencies (Details) $ in Millions	Dec. 31, 2023 USD ($)
Commitments and Contingencies.
Purchase obligations	$ 238.7
Repurchase agreement liability	$ 8.3

Earnings Per Share (Tables)

12 Months Ended

Dec. 31, 2023

Earnings Per Share

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


	Year Ended December 31,
(Thousands)	2023		2022		2021
Warrants		19,149		19,373		—
Restricted stock		1,917		1,602		950
Options		1,445		3,217		3,200
If-converted securities		23,551		23,588		25,092

Schedule of basic and diluted earning per share


	Year Ended December 31,
(Thousands, except per share data)	2023		2022		2021
Basic Earnings per Common Share
Numerator:
Net income (loss) attributable to common shareholders	$	(34,743)	$	(77,633)	$	(46,155)
Denominator:
Weighted-average common shares outstanding - basic		80,684		48,444		34,472
Basic earnings (loss) per common share	$	(0.43)	$	(1.60)	$	(1.34)

Diluted Earnings per Common Share
Numerator:
Net income (loss) attributable to common shareholders - basic	$	(34,743)	$	(77,633)	$	(46,155)
Effect of participating securities		—		—		—
Effect of non-participating securities		—		—		—
Net income (loss) attributable to common shareholders - diluted	$	(34,743)	$	(77,633)	$	(46,155)
Denominator:
Weighted-average common shares outstanding - basic		80,684		48,444		34,472
Effect of dilutive participating securities		—		—		—
Effect of dilutive non-participating securities		—		—		—
Weighted-average common shares outstanding - diluted		80,684		48,444		34,472

Dilutive loss per common share	$	(0.43)	$	(1.60)	$	(1.34)

Related Party Transactions (Tables)

12 Months Ended

Dec. 31, 2023

Related Party Transactions

Schedule of transactions with related parties

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


	Year Ended December 31,
(Thousands)	2023		2022		2021
Interest expense:
Brown Brothers Harriman	$	—	$	541	$	1,393
Wooster Capital		—		503		599
Jo Ellen Ford		—		139		214
Westrock Finance, LLC		—		—		423
Total	$	—	$	1,183	$	2,629

Related Party Transactions

12 Months Ended

Dec. 31, 2023

Related Party Transactions

Related Party Transactions

Note 22. 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:


	Year Ended December 31,
(Thousands)	2023		2022		2021
Interest expense:
Brown Brothers Harriman	$	—	$	541	$	1,393
Wooster Capital		—		503		599
Jo Ellen Ford		—		139		214
Westrock Finance, LLC		—		—		423
Total	$	—	$	1,183	$	2,629

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 Consolidated Statements of Operations. During each year ended December 31, 2023, 2022 and 2021, the Company recognized $0.6 million, $3.3 million and $3.3 million, respectively, of such expenses. In addition, the Company reimburses Westrock Group for the usage of a corporate aircraft, and its portion of shared administrative expense. For the years ended December 31, 2023, 2022 and 2021, the Company incurred expenses of $1.5 million, $0.9 million and $0.8 million, respectively, for such items, which are recorded in selling, general and administrative expense on our Consolidated Statements of Operations. At December 31, 2023, we had $0.2 million 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
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-URI https://asc.fasb.org//1943274/2147480990/946-20-50-5

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-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
-Topic 850
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-URI https://asc.fasb.org//850/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
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-Paragraph 1
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

+ Details

Intangible Assets, Net (Tables)

12 Months Ended

Dec. 31, 2023

Intangible Assets, Net

Schedule of intangible assets


	December 31, 2023
			Accumulated
(Thousands)	Cost		Amortization		Net
Customer relationships	$	148,648	$	(26,487)	$	122,161
Favorable lease asset		790		(413)		377
Software		1,079		(672)		407
Intangible assets, net	$	150,517	$	(27,572)	$	122,945


	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

Schedule of estimated amortization expense for intangible assets


(Thousands)
2024	$	8,096
2025		7,883
2026		7,785
2027		7,785
2028		7,754
Thereafter		83,642
Total	$	122,945

Subsequent Events

12 Months Ended

Dec. 31, 2023

Subsequent Events

Subsequent Events

Note 23. Subsequent Events

On January 8, 2024, the Company borrowed $50.0 million under the Delayed Draw Term Loan Facility, using a portion of the proceeds to repay outstanding borrowings under the Revolving Credit Facility.

On February 15, 2024, the Company sold and issued in a private placement $72.0 million in aggregate principal amount of 5.00% convertible senior notes due 2029 (the “Convertible Notes”). The Convertible Notes will be unsecured and senior obligations of the Company and will accrue interest at a rate of 5.00% per annum.

Pursuant to the terms of the Convertible Notes, noteholders may convert their Convertible Notes at their option only in the following circumstances: (i) during the period commencing on August 15, 2024, and prior to the close of business on the trading day immediately preceding August 15, 2028, if the closing price for at least 20 trading days (whether or not consecutive) during the period of any 30 consecutive trading days in the immediately preceding calendar quarter is equal to or greater than 130% of the conversion price; (ii) during the period commencing on August 15, 2028, and prior to the close of business on the second scheduled trading day immediately preceding February 15, 2029, at any time; and (iii) during the 35 trading days following the effective date of certain fundamental change transactions that occur prior to the close of business on the trading day immediately preceding August 15, 2028.

The Company will settle conversions by paying or delivering, as applicable, at the Company’s election, cash, Common Shares, or a combination of cash and Common Shares. The Company may not issue more than 19.99% of the issued and outstanding Common Shares immediately prior to the issuance of the Convertible Notes in respect of the conversion of the Convertible Notes. The initial conversion price of the Convertible Notes is $12.84, which corresponds to an initial conversion rate of approximately 77.88 Common Shares per $1,000 principal amount of Convertible Notes. The conversion price and conversion rate are subject to customary adjustments.

The Convertible Notes do not contain any financial or operating covenants or restrictions on the payments of dividends, the incurrence of indebtedness or the issuance or repurchase of securities by the Company or any of its subsidiaries. The Convertible Notes contain customary terms regarding events of default. If any event of default (other than certain events of bankruptcy, insolvency or reorganization involving the Company) occurs and is continuing, then each noteholder may, by written notice to the Company, declare the principal amount of, and all accrued and unpaid interest on, such noteholder’s Convertible Notes to become due and payable immediately. If an event of default involving certain events

of bankruptcy, insolvency or reorganization occurs, then the principal amount of, and all accrued and unpaid interest on, all of the Convertible Notes then outstanding will immediately become due and payable without any further action or notice by any person.

The purchasers of the Convertible Notes are Westrock Group, LLC (a holder of more than 5% of the outstanding Common Shares and an affiliate of Scott Ford, the Company’s Chief Executive Officer and a member of the board of directors of the Company), Wooster Capital, LLC (an affiliate of Joe Ford, chairman of the board of directors), an affiliate of The Stephens Group, LLC (a holder of more than 5% of the outstanding Common Shares), an affiliate of Sowell Westrock, L.P. (a holder of more than 5% of the outstanding Common Shares), HF Direct Investments Pool, LLC (a holder of more than 10% of the outstanding Common Shares), an affiliate of the Herbert Hunt family and an individual investor. The offer and sale of the Convertible Notes was authorized and approved unanimously by the Audit & Finance Committee of the board of directors in accordance with the Company’s Related Party Transactions Policy.

On February 15, 2024, Westrock Beverage Solutions, LLC, a Delaware limited liability company and wholly-owned subsidiary of the Company (the “Borrower”), entered into Amendment No. 3 (the “Third Amendment”) to the Credit Agreement. The Third Amendment modified the existing covenant relief period (the “Covenant Relief Period”), which commenced on June 30, 2023 and will end on the earlier to occur of (i) April 1, 2026 and (ii) any date following June 30, 2024, on which the borrower elects to terminate the Covenant Relief Period subject to satisfaction of certain conditions. During the Covenant Relief Period, the Company’s ability to incur additional indebtedness and make investments, restricted payments and junior debt restricted payments will be more limited. The Third Amendment permits the Company to issue convertible notes, including the Convertible Notes.

During the Covenant Relief Period, the Applicable Margin for any term SOFR rate loan will range from 3.00% to 4.00% and for any ABR loan will range from 2.00% to 3.00%, in each case depending on the secured net leverage ratio. After the Covenant Relief Period, the Applicable Margin for any term SOFR rate loan will range from 2.00% to 3.00% and for any ABR loan will range from 1.00% to 2.00%, in each case depending on the secured net leverage ratio.

The Credit Agreement, as amended, requires the Borrower to maintain compliance with (i) a secured net leverage ratio at levels ranging from 4.50:1.00 to 6.25:1.00 and stepping down to 4.50:1.00 by April 2026 and (ii) an interest coverage ratio of at least 1.50:1.00 on and prior to September 30, 2025 and at least 2.00:1.00 on December 31, 2025 and thereafter. The Credit Agreement, as amended, also includes (i) a minimum liquidity covenant requiring the Borrower not to permit its liquidity, measured as of the last business day of each calendar month commencing March 29, 2024, to be less than $15 million and (ii) an anti-cash hoarding covenant, which shall be effective only during the Covenant Relief Period, requiring the Borrower to have no more than $20 million of unrestricted cash on the last day of each calendar month when revolving loans or letters of credit are outstanding or on the date of borrowing of a revolving loan.

On March 8, 2024, Falcon renewed its working capital trade finance facility with multiple institutions. The facility size was reduced from $70.0 million to $55.0 million and remains 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 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%).

Segment Information (Tables)

12 Months Ended

Dec. 31, 2023

Segment Information

Summary of selected financial data related to our segments


	Year Ended December 31, 2023
			Sustainable				Total of
	Beverage		Sourcing &		Intersegment		Reportable
(Thousands)	Solutions		Traceability		Revenues		Segments
Net sales	$	722,865	$	146,911	$	(5,062)	$	864,714

Adjusted EBITDA		41,624		3,457		n/a		45,081
Less:
Interest expense								29,157
Income tax expense (benefit)								(6,358)
Depreciation and amortization								26,584
Transaction, restructuring and integration expense								14,557
Change in fair value of warrants								(10,207)
Management and consulting fees (S&D acquisition)								556
Equity-based compensation								8,708
Conway extract and ready-to-drink facility start-up costs								11,698
Mark-to-market adjustments								(104)
Loss (gain) on disposal of property, plant and equipment								1,153
Other								3,904
Net loss							$	(34,567)

Capital expenditures	$	164,474	$	137		n/a	$	164,611
Total assets		891,170		80,344		n/a		971,514


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

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

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


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

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

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

Goodwill (Tables)

12 Months Ended

Dec. 31, 2023

Goodwill

Schedule of changes in carrying amount of goodwill


	Beverage
(Thousands)	Solutions		Total
Balance at December 31, 2021
Goodwill	$	173,936	$	173,936
Accumulated impairment loss		(76,883)		(76,883)
		97,053		97,053
Changes during the period:
Acquisitions		16,946		16,946

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 and other adjustments		87		87

Balance at December 31, 2023
Goodwill	$	192,994	$	192,994
Accumulated impairment loss		(76,883)		(76,883)
	$	116,111	$	116,111

- Definition

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

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Accumulated Other Comprehensive Income (Loss) - Schedule of changes in accumulated other comprehensive loss, net of tax (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Accumulated Other Comprehensive (Loss) Income
Balance at beginning of year	$ 11,729	$ (175,998)	$ (139,741)
Net accumulated other comprehensive income (loss)	9,921	(18,121)	8,198
Balance at end of year	113,740	11,729	(175,998)
Cash flow hedge changes in fair value gain (loss)
Accumulated Other Comprehensive (Loss) Income
Balance at beginning of year	(6,355)	11,759	3,581
Other comprehensive income (loss) before reclassifications	6,570	(10,978)	18,010
Amounts reclassified from accumulated comprehensive income	6,377	(13,094)	(7,197)
Tax effect	(3,230)	5,958	(2,635)
Net accumulated other comprehensive income (loss)	3,362	(6,355)	11,759
Balance at end of year	3,362	(6,355)	11,759
Foreign currency translation gain (loss)
Accumulated Other Comprehensive (Loss) Income
Balance at beginning of year	252	259	239
Other comprehensive income (loss) before reclassifications	204	(7)	20
Net accumulated other comprehensive income (loss)	456	252	259
Balance at end of year	$ 456	$ 252	$ 259

- 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.

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

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

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+ Details

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 weighted average discount rate and remaining lease term (Details)	Dec. 31, 2023	Dec. 31, 2022
Leases
Weighted-average discount rate	7.80%	8.40%
Weighted-average remaining lease term	12 years 10 months 24 days	4 years 7 months 6 days

SCHEDULE I - PARENT COMPANY ONLY - CONDENSED STATEMENT OF CASH FLOW (Details) - USD ($) $ in Thousands	2 Months Ended	12 Months Ended
	Aug. 26, 2022	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Cash flows from operating activities:
Net cash used in operating activities		$ (64,064)	$ (56,628)	$ 2,877
Cash flows from financing activities:
Proceeds from related party debt			11,700
Proceeds from the issuance of common equivalent preferred units				17,000
Proceeds from de-SPAC merger and PIPE financing			255,737
Payment of common equity issuance costs		(1,000)	(23,998)
Proceeds from common equity issuance		118,767
Payment of preferred equity issuance costs			(1,250)
Common equivalent preferred dividends	$ (4,400)		(4,380)
Payment for taxes for net share settlement of equity awards		(2,977)	(477)	(162)
Proceeds from exercise of stock options		848	375
Proceeds from exercise of Public Warrants		2,632
Net cash provided by financing activities		244,214	134,676	23,839
Net increase in cash and cash equivalents and restricted cash		11,435	3,535	4,218
Cash and cash equivalents and restricted cash at beginning of period		26,405	22,870	18,652
Cash and cash equivalents and restricted cash at end of period		37,840	26,405	22,870
PARENT COMPANY ONLY
Cash flows from operating activities:
Net cash used in operating activities		(22,981)	(14,950)	(22,425)
Cash flows from financing activities:
Proceeds from related party debt			11,700
Proceeds from the issuance of common equivalent preferred units				17,000
Proceeds from de-SPAC merger and PIPE financing			255,737
Payment of common equity issuance costs		(1,000)	(23,998)
Proceeds from common equity issuance		118,767
Payment of preferred equity issuance costs			(1,250)
Common equivalent preferred dividends			(4,380)
Payment for taxes for net share settlement of equity awards		(2,977)	(477)
Proceeds from exercise of stock options		848	375	(162)
Proceeds from exercise of Public Warrants		2,632
Intercompany transactions, net		(95,317)	(223,700)	6,607
Net cash provided by financing activities		22,953	14,007	23,445
Net increase in cash and cash equivalents and restricted cash		(28)	(943)	1,020
Cash and cash equivalents and restricted cash at beginning of period		77	1,020
Cash and cash equivalents and restricted cash at end of period		$ 49	$ 77	$ 1,020