Westrock Coffee Co 10-Q

Item 1. Financial Statements ​ WESTROCK COFFEE COMPANY (f/k/a Westrock Coffee Holdings, LLC) CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) ​ ​ ​ ​ ​ ​ ​ ​ (Thousands, except unit values) June 30, 2022 December 31, 2021 ASSETS ​ ​ ​ ​ ​ ​ Cash and cash equivalents ​ $ 14,343 ​ $ 19,344 Restricted cash ​ ​ 3,842 ​ ​ 3,526 Accounts receivable, net of allowance for credit losses of $ 2,392 and $ 3,749 , respectively ​ ​ 96,001 ​ ​ 85,795 Inventories ​ ​ 155,323 ​ ​ 109,166 Derivative assets ​ ​ 15,692 ​ ​ 13,765 Prepaid expenses and other current assets ​ ​ 8,894 ​ ​ 6,410 Total current assets ​ ​ 294,095 ​ ​ 238,006 ​ ​ ​ ​ ​ ​ ​ Property, plant and equipment, net ​ ​ 131,802 ​ ​ 127,613 Goodwill ​ ​ 97,053 ​ ​ 97,053 Intangible assets, net ​ ​ 122,565 ​ ​ 125,914 Other long-term assets ​ ​ 15,931 ​ ​ 4,434 Total Assets ​ $ 661,446 ​ $ 593,020 ​ ​ ​ ​ ​ ​ ​ LIABILITIES, REDEEMABLE UNITS, AND UNITHOLDERS' DEFICIT ​ ​ ​ ​ ​ ​ Current maturities of long-term debt ​ $ 8,157 ​ $ 8,735 Short-term debt ​ ​ 67,871 ​ ​ 4,510 Short-term related party debt ​ ​ — ​ ​ 34,199 Accounts payable ​ ​ 117,871 ​ ​ 80,405 Derivative liabilities ​ ​ 7,583 ​ ​ 14,021 Accrued expenses and other current liabilities ​ ​ 29,842 ​ ​ 26,370 Total current liabilities ​ ​ 231,324 ​ ​ 168,240 ​ ​ ​ ​ ​ ​ ​ Long-term debt, net ​ ​ 297,044 ​ ​ 277,064 Subordinated related party debt ​ ​ 13,300 ​ ​ 13,300 Deferred income taxes ​ ​ 20,132 ​ ​ 25,515 Other long-term liabilities ​ ​ 11,589 ​ ​ 3,028 Total liabilities ​ ​ 573,389 ​ ​ 487,147 ​ ​ ​ ​ ​ ​ ​ Commitments and contingencies (Note 16) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Series A Redeemable Common Equivalent Preferred Units: $ 0 par value, 222,150,000 units authorized, issued and outstanding ​ ​ 277,762 ​ ​ 264,729 Series B Redeemable Common Equivalent Preferred Units: $ 0 par value, 17,000,000 units authorized, issued and outstanding ​ ​ 17,991 ​ ​ 17,142 ​ ​ ​ ​ ​ ​ ​ Unitholders' Deficit ​ ​ ​ ​ ​ ​ Common Units: $ 0 par value 375,420,213 units authorized; 332,209,476 units and 329,042,787 units issued and outstanding at June 30, 2022 and December 31, 2021, respectively ​ ​ — ​ ​ — Additional paid-in-capital ​ ​ 60,975 ​ ​ 60,973 Accumulated deficit ​ ​ ( 276,196 ) ​ ​ ( 251,725 ) Accumulated other comprehensive income ​ ​ 4,724 ​ ​ 12,018 Total unitholders' deficit attributable to Westrock Coffee Holdings, LLC ​ ​ ( 210,497 ) ​ ​ ( 178,734 ) Noncontrolling interest ​ ​ 2,801 ​ ​ 2,736 Total unitholders' deficit ​ ​ ( 207,696 ) ​ ​ ( 175,998 ) ​ ​ ​ ​ ​ ​ ​ Total Liabilities, Redeemable Units and Unitholders' Deficit ​ $ 661,446 ​ $ 593,020 ​ ​ See accompanying notes to condensed consolidated financial statements. 5 Table of Contents ​ WESTROCK COFFEE COMPANY (f/k/a Westrock Coffee Holdings, LLC) CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended June 30, ​ Six Months Ended June 30, (Thousands, except per unit data) 2022 2021 2022 2021 Net sales ​ $ 223,413 ​ $ 171,144 ​ $ 409,841 ​ $ 326,475 Costs of sales ​ ​ 184,515 ​ ​ 136,791 ​ ​ 332,512 ​ ​ 258,987 Gross profit ​ ​ 38,898 ​ ​ 34,353 ​ ​ 77,329 ​ ​ 67,488 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Selling, general and administrative expense ​ ​ 35,048 ​ ​ 31,819 ​ ​ 70,109 ​ ​ 63,506 Acquisition, restructuring and integration expense ​ ​ 2,304 ​ ​ 926 ​ ​ 4,787 ​ ​ 1,943 Loss (gain) on disposal of property, plant and equipment ​ ​ 184 ​ ​ ( 25 ) ​ ​ 289 ​ ​ 243 Total operating expenses ​ ​ 37,536 ​ ​ 32,720 ​ ​ 75,185 ​ ​ 65,692 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Income from operations ​ ​ 1,362 ​ ​ 1,633 ​ ​ 2,144 ​ ​ 1,796 Other (income) expense, net ​ ​ ( 133 ) ​ ​ ( 58 ) ​ ​ ( 1,110 ) ​ ​ ( 238 ) Interest expense ​ ​ 8,813 ​ ​ 8,261 ​ ​ 16,861 ​ ​ 15,669 Loss before income taxes ​ ​ ( 7,318 ) ​ ​ ( 6,570 ) ​ ​ ( 13,607 ) ​ ​ ( 13,635 ) Income tax benefit ​ ​ ( 1,499 ) ​ ​ ( 502 ) ​ ​ ( 3,083 ) ​ ​ ( 1,443 ) Net loss ​ $ ( 5,819 ) ​ $ ( 6,068 ) ​ $ ( 10,524 ) ​ $ ( 12,192 ) Net (loss) income attributable to non-controlling interest ​ ​ ( 106 ) ​ ​ 26 ​ ​ 65 ​ ​ 336 Net loss attributable to unitholders ​ ​ ( 5,713 ) ​ ​ ( 6,094 ) ​ ​ ( 10,589 ) ​ ​ ( 12,528 ) Accumulating preferred dividends ​ ​ ( 7,145 ) ​ ​ ( 6,109 ) ​ ​ ( 13,882 ) ​ ​ ( 11,848 ) Net loss attributable to common unitholders ​ $ ( 12,858 ) ​ $ ( 12,203 ) ​ $ ( 24,471 ) ​ $ ( 24,376 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Loss per common unit: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic ​ $ ( 0.04 ) ​ $ ( 0.04 ) ​ $ ( 0.07 ) ​ $ ( 0.07 ) Diluted ​ $ ( 0.04 ) ​ $ ( 0.04 ) ​ $ ( 0.07 ) ​ $ ( 0.07 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted-average number of units outstanding ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic ​ ​ 332,209 ​ ​ 329,043 ​ ​ 331,195 ​ ​ 328,062 Diluted ​ ​ 332,209 ​ ​ 329,043 ​ ​ 331,195 ​ ​ 328,062 ​ ​ ​ See accompanying notes to condensed consolidated financial statements. 6 Table of Contents WESTROCK COFFEE COMPANY (f/k/a Westrock Coffee Holdings, LLC) CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended June 30, ​ Six Months Ended June 30, (Thousands) 2022 2021 2022 2021 Net loss ​ $ ( 5,819 ) ​ $ ( 6,068 ) ​ $ ( 10,524 ) ​ $ ( 12,192 ) Other comprehensive income (loss), net of tax: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Unrealized (loss) gain on derivative instruments ​ ​ ( 2,425 ) ​ ​ 4,526 ​ ​ ( 7,285 ) ​ ​ 3,510 Foreign currency translation adjustment ​ ​ ( 9 ) ​ ​ 21 ​ ​ ( 9 ) ​ ​ ( 65 ) Total other comprehensive (loss) income ​ ​ ( 2,434 ) ​ ​ 4,547 ​ ​ ( 7,294 ) ​ ​ 3,445 Comprehensive loss ​ ​ ( 8,253 ) ​ ​ ( 1,521 ) ​ ​ ( 17,818 ) ​ ​ ( 8,747 ) Comprehensive (loss) income attributable to non-controlling interests ​ ​ ( 106 ) ​ ​ 26 ​ ​ 65 ​ ​ 336 Comprehensive loss attributable to unitholders ​ ​ ( 8,147 ) ​ ​ ( 1,547 ) ​ ​ ( 17,883 ) ​ ​ ( 9,083 ) Accumulating preferred dividends ​ ​ ( 7,145 ) ​ ​ ( 6,109 ) ​ ​ ( 13,882 ) ​ ​ ( 11,848 ) Comprehensive loss attributable to common unitholders ​ $ ( 15,292 ) ​ $ ( 7,656 ) ​ $ ( 31,765 ) ​ $ ( 20,931 ) ​ ​ ​ See accompanying notes to condensed consolidated financial statements. 7 Table of Contents ​ WESTROCK COFFEE COMPANY (f/k/a Westrock Coffee Holdings, LLC) CONDENSED CONSOLIDATED STATEMENTS OF UNITHOLDERS’ DEFICIT (Unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accumulated ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other ​ ​ ​ ​ ​ ​ ​ ​ Common Units ​ Additional ​ Accumulated ​ Comprehensive ​ Non-Controlling ​ ​ ​ (Thousands) Units Amount Paid-in Capital Deficit Income Interest Total Deficit Balance at March 31, 2021 ​ 329,043 ​ $ — ​ $ 60,056 ​ $ ( 217,743 ) ​ $ 2,718 ​ $ 2,407 ​ $ ( 152,562 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income (loss) ​ — ​ ​ — ​ ​ — ​ ​ ( 6,094 ) ​ ​ — ​ ​ 26 ​ ​ ( 6,068 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other comprehensive income (loss) ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 4,547 ​ ​ — ​ ​ 4,547 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Equity-based compensation ​ — ​ ​ — ​ ​ 306 ​ ​ — ​ ​ — ​ ​ — ​ ​ 306 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accumulating preferred dividends ​ — ​ ​ — ​ ​ — ​ ​ ( 6,109 ) ​ ​ — ​ ​ — ​ ​ ( 6,109 ) Balance at June 30, 2021 ​ 329,043 ​ $ — ​ $ 60,362 ​ $ ( 229,946 ) ​ $ 7,265 ​ $ 2,433 ​ $ ( 159,886 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance at March 31, 2022 ​ 332,210 ​ $ — ​ $ 60,667 ​ $ ( 263,338 ) ​ $ 7,158 ​ $ 2,907 ​ $ ( 192,606 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income (loss) ​ — ​ ​ — ​ ​ — ​ ​ ( 5,713 ) ​ ​ — ​ ​ ( 106 ) ​ ​ ( 5,819 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other comprehensive income (loss) ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 2,434 ) ​ ​ — ​ ​ ( 2,434 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Equity-based compensation ​ — ​ ​ — ​ ​ 308 ​ ​ — ​ ​ — ​ ​ — ​ ​ 308 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accumulating preferred dividends ​ — ​ ​ — ​ ​ — ​ ​ ( 7,145 ) ​ ​ — ​ ​ — ​ ​ ( 7,145 ) Balance at June 30, 2022 ​ 332,210 ​ $ — ​ $ 60,975 ​ $ ( 276,196 ) ​ $ 4,724 ​ $ 2,801 ​ $ ( 207,696 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accumulated ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other ​ ​ ​ ​ ​ ​ ​ ​ Common Units ​ Additional ​ Accumulated ​ Comprehensive ​ Non-Controlling ​ ​ ​ (Thousands) Units Amount Paid-in Capital Deficit Income Interest Total Deficit Balance at December 31, 2020 ​ 325,983 ​ $ — ​ $ 59,912 ​ $ ( 205,570 ) ​ $ 3,820 ​ $ 2,097 ​ $ ( 139,741 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income (loss) ​ — ​ ​ — ​ ​ — ​ ​ ( 12,528 ) ​ ​ — ​ ​ 336 ​ ​ ( 12,192 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other comprehensive income ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 3,445 ​ ​ — ​ ​ 3,445 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Equity-based compensation ​ 3,060 ​ ​ — ​ ​ 612 ​ ​ — ​ ​ — ​ ​ — ​ ​ 612 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net unit settlement ​ — ​ ​ — ​ ​ ( 162 ) ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 162 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accumulating preferred dividends ​ — ​ ​ — ​ ​ — ​ ​ ( 11,848 ) ​ ​ — ​ ​ — ​ ​ ( 11,848 ) Balance at June 30, 2021 ​ 329,043 ​ $ — ​ $ 60,362 ​ $ ( 229,946 ) ​ $ 7,265 ​ $ 2,433 ​ $ ( 159,886 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance at December 31, 2021 ​ 329,043 ​ $ — ​ $ 60,973 ​ $ ( 251,725 ) ​ $ 12,018 ​ $ 2,736 ​ $ ( 175,998 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income (loss) ​ — ​ ​ — ​ ​ — ​ ​ ( 10,589 ) ​ ​ — ​ ​ 65 ​ ​ ( 10,524 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other comprehensive income ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 7,294 ) ​ ​ — ​ ​ ( 7,294 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Equity-based compensation ​ 3,167 ​ ​ — ​ ​ 479 ​ ​ — ​ ​ — ​ ​ — ​ ​ 479 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net unit settlement ​ — ​ ​ — ​ ​ ( 477 ) ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 477 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accumulating preferred dividends ​ — ​ ​ — ​ ​ — ​ ​ ( 13,882 ) ​ ​ — ​ ​ — ​ ​ ( 13,882 ) Balance at June 30, 2022 ​ 332,210 ​ $ — ​ $ 60,975 ​ $ ( 276,196 ) ​ $ 4,724 ​ $ 2,801 ​ $ ( 207,696 ) ​ ​ See accompanying notes to condensed consolidated financial statements. 8 Table of Contents WESTROCK COFFEE COMPANY (f/k/a Westrock Coffee Holdings, LLC) CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ Six Months Ended June 30, (Thousands) 2022 2021 Cash flows from operating activities: ​ ​ ​ ​ ​ ​ Net loss ​ $ ( 10,524 ) ​ $ ( 12,192 ) Adjustments to reconcile net loss to net cash provided by (used in) operating activities: ​ ​ ​ ​ ​ ​ Depreciation and amortization ​ ​ 11,966 ​ ​ 12,314 Equity-based compensation ​ ​ 479 ​ ​ 612 Paid-in-Kind interest added to debt principal ​ ​ 294 ​ ​ 991 Allowance for credit losses ​ ​ 922 ​ ​ 100 Amortization of deferred financing fees included in interest expense ​ ​ 1,046 ​ ​ 903 Loss on disposal of property, plant and equipment ​ ​ 289 ​ ​ 243 Mark-to-market adjustments ​ ​ 250 ​ ​ ( 1,975 ) Foreign currency transactions ​ ​ 91 ​ ​ 48 Change in deferred income taxes ​ ​ ( 3,083 ) ​ ​ ( 1,454 ) Change in operating assets and liabilities: ​ ​ ​ ​ ​ ​ Accounts receivable ​ ​ ( 11,137 ) ​ ​ ( 5,017 ) Inventories ​ ​ ( 53,663 ) ​ ​ ( 7,564 ) Derivative assets and liabilities ​ ​ ( 10,743 ) ​ ​ 4,289 Prepaid expense and other assets ​ ​ ( 14,257 ) ​ ​ ( 2,000 ) Accounts payable ​ ​ 37,278 ​ ​ 9,463 Accrued liabilities and other ​ ​ 3,818 ​ ​ 457 Net cash used in operating activities ​ ​ ( 46,974 ) ​ ​ ( 782 ) Cash flows from investing activities: ​ ​ ​ ​ ​ ​ Additions to property and equipment ​ ​ ( 15,163 ) ​ ​ ( 8,556 ) Additions to intangible assets ​ ​ ( 48 ) ​ ​ ( 253 ) Proceeds from sale of property and equipment ​ ​ 2,248 ​ ​ 1,354 Net cash used in investing activities ​ ​ ( 12,963 ) ​ ​ ( 7,455 ) Cash flows from financing activities: ​ ​ ​ ​ ​ ​ Payments on debt ​ ​ ( 51,665 ) ​ ​ ( 46,453 ) Proceeds from debt ​ ​ 107,423 ​ ​ 54,888 Payment of debt issuance costs ​ ​ — ​ ​ ( 597 ) Net unit settlement ​ ​ ( 477 ) ​ ​ ( 162 ) Net cash provided by financing activities ​ ​ 55,281 ​ ​ 7,676 Effect of exchange rate changes on cash ​ ​ ( 29 ) ​ ​ 112 Net decrease in cash and cash equivalents and restricted cash ​ ​ ( 4,685 ) ​ ​ ( 449 ) Cash and cash equivalents and restricted cash at beginning of period ​ ​ 22,870 ​ ​ 18,652 Cash and cash equivalents and restricted cash at end of period ​ $ 18,185 ​ $ 18,203 ​ ​ ​ ​ ​ ​ ​ Supplemental non-cash investing and financing activities: ​ ​ ​ ​ ​ ​ Property, plant and equipment acquired but not yet paid ​ $ 372 ​ $ 2,160 Accumulating preferred dividends ​ $ 13,882 ​ $ 11,848 ​ The total cash and cash equivalents and restricted cash is as follows: ​ ​ ​ ​ ​ ​ ​ (Thousands) June 30, 2022 June 30, 2021 Cash and cash equivalents ​ $ 14,343 ​ $ 17,040 Restricted cash ​ ​ 3,842 ​ ​ 1,163 Total ​ $ 18,185 ​ $ 18,203 ​ ​ ​ See accompanying notes to condensed consolidated financial statements. 9 Table of Contents WESTROCK COFFEE COMPANY (f/k/a Westrock Coffee Holdings, LLC) NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) ​ Note 1. Organization and Description of Business Westrock Coffee Company (f/k/a Westrock Coffee Holdings, LLC) (the “Company,” “Westrock,” “we,” “us,” or “our”), a Delaware corporation 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, CPG, and hospitality industries around the world. The Company has an 85 % ownership interest in Falcon Coffees Limited, which operates our trading business and is reported within our Sustainable Sourcing & Traceability segment. Equity interests not owned by us are reflected as non-controlling interests. In the Condensed Consolidated Statements of Operations, we allocate net income (loss) attributable to non-controlling interest to arrive at net income (loss) attributable to unitholders based on their proportionate share. The Company operates seven manufacturing facilities, three of which are located in Concord, North Carolina, two in North Little Rock, Arkansas, one in Kigali, Rwanda, and one in Johor Bahru, Malaysia. On August 26, 2022, in accordance with 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”), and the other parties thereto (as amended, modified or supplemented, the “Transaction Agreement”), the Company completed its previously announced de-SPAC merger transaction (the “Transaction”) with Riverview. In connection with the closing of the Transaction, the Company converted from a Delaware limited liability company to a Delaware corporation and changed its corporate name from “Westrock Coffee Holdings, LLC” to “Westrock Coffee Company” (the “Conversion”). Substantially concurrently with the closing of the Transaction, the Company has received $ 230.9 million in gross proceeds (which amount includes contribution to the Company of certain notes) from common stock PIPE investments at $ 10.00 per share (the “PIPE Financing”), $ 66.3 million from the trust account of Riverview, and has entered into a credit agreement (the “Credit Agreement”) among the Company, Westrock Beverage Solutions, LLC (f/k/a Westrock Coffee Company, LLC), a Delaware limited liability company and wholly owned subsidiary of the Company (“WBS”), as the borrower, Wells Fargo Bank, N.A. as administrative agent, as collateral agent, and as swingline leader, Wells Fargo Securities, LLC as sustainability structuring agent, and each issuing bank and lender party thereto, that includes (a) a senior secured first lien revolving credit facility in an initial aggregate principal amount of $ 175.0 million (the “Revolving Credit Facility”) and (b) a senior secured first lien term loan facility in an initial aggregate principal amount of $ 175.0 million (the “Term Loan Facility”). Proceeds from Transaction and new Term Loan Facility of $ 175.0 million 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 Credit Agreement. Following these payments, the Company had net proceeds of approximately $ 87.0 million and has $ 175.0 million of available borrowing capacity under our Revolving Credit Facility. See Note 18 for additional disclosures related to the Transaction. ​ Note 2. Basis of Presentation and Consolidation The accompanying Condensed Consolidated Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) using the U.S. dollar as the reporting currency. They do not include all the information and footnotes required by GAAP for complete financial statements. The Condensed Consolidated Financial Statements include the activities of the Company and its wholly owned and/or controlled subsidiaries. All intercompany balances and transactions have been eliminated. The Condensed Consolidated Balance Sheet as of December 31, 2021 was derived from the audited financial statements, but does not include all disclosures required by GAAP. 10 Table of Contents The interim financial information is unaudited but, in the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for fair statement of results for the interim periods have been included. Operating results from any interim period are not necessarily indicative of the results that may be expected for the full fiscal year. The Condensed Consolidated Financial Statements and related notes should be read in conjunction with the audited December 31, 2021 consolidated financial statements and notes thereto included in our Registration Statement on Form S-4 (File No. 333-264464) filed with the U.S. Securities and Exchange Commission (“SEC”) on April 25, 2022, as amended by Amendments No. 1, 2, 3 and 4 thereto filed with SEC on June 10, 2022, July 15, 2022, August 1, 2022 and August 3, 2022, respectively. Accordingly, certain significant accounting policies and other disclosures normally provided have been omitted from the accompanying Condensed Consolidated Financial Statements and related notes since such items are disclosed in our audited financial statements. Note 3. Summary of Significant Accounting Policies Accounts Receivable and Allowance for Credit Losses Accounts receivable consists 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: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended June 30, ​ Six Months Ended June 30, (Thousands) 2022 2021 2022 2021 Balance at beginning of period ​ $ 3,011 ​ $ 4,005 ​ $ 3,749 ​ $ 3,977 Charged to selling, general and administrative expense ​ ​ 25 ​ ​ 56 ​ ​ 922 ​ ​ 100 Write-offs ​ ​ ( 644 ) ​ ​ ( 395 ) ​ ​ ( 2,279 ) ​ ​ ( 411 ) Total ​ $ 2,392 ​ $ 3,666 ​ $ 2,392 ​ $ 3,666 ​ Inventories ​ Green coffee associated with our forward contracts is recorded at net realizable value, which approximates market price, within our Sustainable Sourcing & Traceability segment, 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 Condensed Consolidated Statements of Operations. Recently issued 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 Accounting Standards Codification (“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. 11 Table of Contents We adopted ASC 842 using a modified retrospective transition approach as permitted by the amendments of 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, warehouse facilities, vehicles and machinery and equipment. Upon adoption, we recognized $ 13.0 million of ROU assets and lease liabilities on our Condensed Consolidated Balance Sheets. See Note 9 for additional disclosures related to leases. ROU assets are initially measured at cost, which comprises the initial amount of the lease liability adjusted for lease payments made at or before the lease commencement date, plus any initial direct costs incurred, less any lease incentives received. The lease liabilities are initially measured at the present value of the unpaid lease payments at the lease commencement date. Lease expense, for operating leases, is recognized on a straight-line basis over the lease term. Key estimates and judgements include the following: (i) Discount rate – ASC 842 requires a lessee to discount its unpaid lease payments using the rate implicit in the lease or, if that rate cannot be readily determined, its incremental borrowing rate. As we generally do not know the rate implicit in our leases, we use our incremental borrowing rate, based on the information available at the lease commencement date, in determining the present value of our lease payments. Our incremental borrowing rate for a lease is the rate of interest we would have to pay on a collateralized basis to borrow an amount equal to the lease payments under similar terms. (ii) Lease term – The lease term for all of our leases includes the noncancellable period of the lease plus any additional periods covered by either a lessee option to extend (or not to terminate) the lease that is reasonably certain to be exercised. Variable lease payments associated with our leases are recognized when the event, activity, or circumstance in the lease agreement on which those payments are assessed occurs. Variable lease payments are included in both costs of sales and selling, general and administrative expense in our Condensed 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 Condensed 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. 12 Table of Contents Note 4. 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 in accordance with ASC 606, Revenue from Contracts with Customers (“ASC 606”). Our principal source of revenue is from the procurement, trade, manufacture, and distribution of coffee, tea, flavors, extracts and ingredients 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. Revenue from Forward Contracts (ASC 815) A portion of the Company’s revenues relate to the physical delivery and settlement of forward sales contracts for green coffee that are accounted for under ASC 815. These forward sales contracts 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 forward sales contracts are recognized for the contractually stated amount when the contracts are settled. Settlement generally occurs upon shipment or delivery of the product when title and risks and rewards of ownership transfers to the customer. Prior to settlement, these forward sales contracts are recognized at fair value with the unrealized gains or losses recorded within costs of sales in our Condensed Consolidated Statements of Operations. For the three and six months ended June 30, 2022, we recorded $ 0.3 million and $ 7.2 million of net unrealized gains, respectively, within costs of sales. For the three and six months ended June 30, 2021, we recorded $ 3.0 million and $ 0.6 million of net unrealized losses, respectively, within costs of sales. For the three and six months ended June 30, 2022, the Company recognized $ 52.4 million and $ 90.5 million in revenues under ASC 815, respectively, and for the three and six months ended June 30, 2021, the Company recognized $ 36.5 million and $ 63.9 million in revenues under ASC 815, respectively, which are reported within the Company’s Sustainable Sourcing & Traceability segment. Contract Estimates The nature of the Company’s contracts give rise to variable consideration including cash discounts, volume-based rebates, point of sale promotions, and other promotional discounts to certain customers. For all promotional programs and discounts, the Company estimates the rebate or discount that will be granted to the customer and records an accrual upon invoicing. These estimated rebates or discounts are included in the transaction price of the Company’s contracts with customers as a reduction to net revenues and are included as accrued sales incentives in accrued expenses and other current liabilities in the Condensed Consolidated Balance Sheets. Accrued sales incentives were $ 1.7 million and $ 1.9 million at June 30, 2022 and December 31, 2021. 13 Table of Contents 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 June 30, 2022 or December 31, 2021. Receivables from contracts with customers are included in accounts receivable, net on the Company’s Condensed Consolidated Balance Sheets. At June 30, 2022 and December 31, 2021, accounts receivable, net included $ 98.1 million and $ 89.0 million in receivables from contracts with customers, respectively. Contract acquisition costs for obtaining contracts that are deemed recoverable are capitalized as contract costs. Such costs result from the payment of sales incentives and are amortized over the contract life. As of June 30, 2022 and December 31, 2021, no costs were capitalized as all arrangements were less than a year. Disaggregated Revenue In general, the Company’s business segmentation is aligned according to the nature and economic characteristics of its products and customer relationships and provides meaningful disaggregation of each business segment’s results of operations. Further disaggregation of revenues from sales to external customers by type are presented below: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended June 30, ​ Six Months Ended June 30, (Thousands) 2022 2021 2022 2021 Coffee & tea ​ $ 140,614 ​ $ 108,725 ​ $ 262,296 ​ $ 211,609 Flavors, extracts & ingredients ​ ​ 29,397 ​ ​ 24,607 ​ ​ 55,063 ​ ​ 47,335 Other ​ ​ 854 ​ ​ 1,073 ​ ​ 1,867 ​ ​ 2,724 Green coffee ​ ​ 52,548 ​ ​ 36,739 ​ ​ 90,615 ​ ​ 64,807 Net sales ​ $ 223,413 ​ $ 171,144 ​ $ 409,841 ​ $ 326,475 ​ ​ ​ ​ Note 5. Inventories The following table summarizes inventories as of June 30, 2022 and December 31, 2021: ​ ​ ​ ​ ​ ​ ​ ​ (Thousands) June 30, 2022 December 31, 2021 Raw materials ​ $ 55,887 ​ $ 45,079 Finished goods ​ ​ 21,955 ​ ​ 14,895 Green coffee ​ ​ 77,481 ​ ​ 49,192 Total inventories ​ $ 155,323 ​ $ 109,166 ​ Green coffee inventories represent green coffee held for re-sale. At June 30, 2022 and December 31, 2021, all green coffee held for resale was included within our Sustainable Sourcing & Traceability segment. ​ ​ 14 Table of Contents Note 6. Property, Plant and Equipment, Net The following table summarizes property, plant and equipment, net: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (Thousands) Depreciable Lives June 30, 2022 December 31, 2021 Land ​ ​ ​ $ 9,123 ​ $ 9,150 Buildings ​ 10 - 40 years ​ ​ 44,082 ​ ​ 43,895 Leasehold improvements 1 ​ ​ ​ ​ 786 ​ ​ 613 Plant equipment ​ 3 - 15 years ​ ​ 89,951 ​ ​ 88,155 Vehicles and transportation equipment ​ 3 - 5 years ​ ​ 799 ​ ​ 876 IT systems ​ 3 - 7 years ​ ​ 2,454 ​ ​ 2,453 Furniture and fixtures ​ 3 - 10 years ​ ​ 2,929 ​ ​ 2,746 Customer beverage equipment 2 ​ 3 - 5 years ​ ​ 23,184 ​ ​ 24,341 Lease right-of-use assets 3 ​ ​ ​ ​ 10 ​ ​ — Construction in progress and equipment deposits ​ ​ ​ ​ 18,066 ​ ​ 8,025 ​ ​ ​ ​ ​ 191,384 ​ ​ 180,254 Less: accumulated depreciation ​ ​ ​ ​ ( 59,582 ) ​ ​ ( 52,641 ) Property, plant and equipment, net ​ ​ ​ $ 131,802 ​ $ 127,613 1 - Leasehold improvements are amortized over the shorter of their estimated useful lives or the related lease life. 2 - Customer beverage equipment consists of brewers held on site at customer locations. 3 - Lease right-of-use assets are amortized over the shorter of the useful life of the asset or the lease term. ​ Depreciation expense for the three and six months ended June 30, 2022 was $ 4.3 million and $ 8.5 million, respectively, and depreciation expense for the three and six months ended June 30, 2021 was $ 4.4 million and $ 9.0 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 June 30, 2022 are expected to be in production use. Note 7. Goodwill The following table reflects the carrying amount of goodwill: ​ ​ ​ ​ ​ ​ ​ ​ ​ Beverage ​ (Thousands) ​ Solutions ​ Total Goodwill ​ $ 173,936 ​ $ 173,936 Accumulated impairment loss ​ ​ ( 76,883 ) ​ ​ ( 76,883 ) Balance at June 30, 2022, net ​ $ 97,053 ​ $ 97,053 ​ ​ 15 Table of Contents Note 8. Intangible Assets, Net The following table summarizes intangible assets, net as of June 30, 2022 and December 31, 2021: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, 2022 ​ ​ ​ ​ Accumulated ​ ​ (Thousands) Cost Amortization Net Customer relationships ​ $ 137,500 ​ $ ( 15,388 ) ​ $ 122,112 Favorable lease asset ​ ​ 220 ​ ​ ( 101 ) ​ ​ 119 Software ​ ​ 805 ​ ​ ( 471 ) ​ ​ 334 Intangible assets, net ​ $ 138,525 ​ $ ( 15,960 ) ​ $ 122,565 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2021 ​ ​ ​ ​ Accumulated ​ ​ (Thousands) Cost Amortization Net Customer relationships ​ $ 137,500 ​ $ ( 12,091 ) ​ $ 125,409 Favorable lease asset ​ ​ 220 ​ ​ ( 79 ) ​ ​ 141 Software ​ ​ 758 ​ ​ ( 394 ) ​ ​ 364 Intangible assets, net ​ $ 138,478 ​ $ ( 12,564 ) ​ $ 125,914 ​ Amortization expense of intangible assets was $ 1.7 million and $ 3.4 million for the three and six months ended June 30, 2022, respectively, and amortization expense of intangible assets was $ 1.7 million and $ 3.3 million for the three and six months ended June 30, 2021, respectively. As of June 30, 2022, the weighted average useful life for definite-lived intangibles is approximately 20 years . ​ Note 9. Leases We have operating leases for manufacturing and production facilities, warehouse facilities, vehicles and machinery and equipment. The remaining non-cancelable terms on our leases range from 1 year to 22 years , some of which may include options to extend the leases generally between 1 and 10 years , and some of which may include options to terminate the leases within 1 year . We do not have any leases with material residual value guarantees or restrictive covenants. The following table summarizes the amount of right-of-use lease assets and lease liabilities included in each respective line item on the Company’s Condensed Consolidated Balance Sheets: ​ ​ ​ ​ ​ ​ ​ (Thousands) Balance Sheet Location June 30, 2022 Right-of-use operating lease assets ​ Other long-term assets ​ $ 11,260 Operating lease liabilities - current ​ Accrued expenses and other current liabilities ​ ​ 2,382 Operating lease liabilities - noncurrent ​ Other long-term liabilities ​ ​ 8,873 ​ ​ ​ ​ ​ ​ ​ Depending on the nature of the lease, lease costs are classified within costs of sales or selling, general and administrative expense on the Company’s Condensed Consolidated Statements of Operations. The components of lease costs are as follow: ​ ​ ​ ​ ​ ​ ​ ​ (Thousands) ​ Three Months Ended June 30, 2022 Six Months Ended June 30, 2022 Operating lease cost ​ $ 842 ​ $ 1,771 Short-term lease cost ​ ​ 224 ​ ​ 478 Total ​ $ 1,066 ​ $ 2,249 ​ 16 Table of Contents The following table presents information about the Company’s weighted average discount rate and remaining lease term: ​ ​ ​ ​ ​ ​ ​ June 30, 2022 Weighted-average discount rate ​ ​ 8.5 % ​ Weighted-average remaining lease term ​ ​ 5.2 years ​ ​ Supplemental cash flow information about the Company’s leases is as follows: ​ ​ ​ ​ ​ ​ (Thousands) Six Months Ended June 30, 2022 Operating cash flows from operating leases ​ $ 806 ​ ​ Finance lease assets are recorded in property, plant and equipment, net with the corresponding lease liabilities included in accrued expenses and other current liabilities and long-term debt, net on the Condensed Consolidated Balance Sheets. There were no material finance leases as of June 30, 2022. Future minimum lease payments under non-cancellable operating leases as of June 30, 2022 are as follows: ​ ​ ​ ​ ​ (Thousands) ​ ​ Remainder of 2022 ​ $ 1,633 2023 ​ ​ 3,121 2024 ​ ​ 2,743 2025 ​ ​ 2,075 2026 ​ ​ 1,439 Thereafter ​ ​ 3,125 Total future minimum lease payments ​ ​ 14,136 Less: imputed interest ​ ​ ( 2,881 ) Present value of minimum lease payments ​ $ 11,255 ​ Disclosures related to periods prior to adoption of ASC 842 Rent expense for operating lease agreements under the previous lease guidance was $ 1.1 million and $ 2.2 million for the three and six months ended June 30, 2021, respectively. As previously reported in our audited Consolidated Financial Statements for year ended December 31, 2021, the minimum future lease payments under the previous lease guidance as of December 31, 2021 were as follows: ​ ​ ​ ​ ​ (Thousands) ​ ​ 2022 ​ $ 4,334 2023 ​ ​ 4,332 2024 ​ ​ 4,174 2025 ​ ​ 3,286 2026 ​ ​ 2,377 Thereafter ​ ​ 4,373 Total ​ $ 22,876 ​ ​ 17 Table of Contents ​ Note 10. Debt Our long-term debt was as follows: ​ ​ ​ ​ ​ ​ ​ ​ (Thousands) June 30, 2022 December 31, 2021 Term loan ​ $ 232,961 ​ $ 235,668 ABL facility ​ ​ 72,842 ​ ​ 51,890 International trade finance lines ​ ​ 67,871 ​ ​ 4,510 International notes payable ​ ​ 3,516 ​ ​ 3,126 Other loans ​ ​ 7 ​ ​ 25 Total debt ​ ​ 377,197 ​ ​ 295,219 Unamortized debt costs ​ ​ ( 4,125 ) ​ ​ ( 4,910 ) Current maturities of long-term debt ​ ​ ( 8,157 ) ​ ​ ( 8,735 ) Short-term debt ​ ​ ( 67,871 ) ​ ​ ( 4,510 ) Long-term debt, net ​ $ 297,044 ​ $ 277,064 ​ Prior Term Loan Facility On February 28, 2020, WBS, 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”). The Prior Term Loan Facility, which was secured by substantially all the assets of WBS, accrued interest quarterly, at the borrower’s option, at the LIBOR or Prime Rate plus an Applicable Margin, as such terms were defined in the Prior Term Loan Agreement, that corresponded to our total leverage ratio at the end of each quarter. All outstanding loans during the period presented accrued interest at the LIBOR Rate, and the interest rate on the Prior Term Loan Facility was 9.75 % on June 30, 2022. The outstanding Prior Term Loan Facility also carried a Payment-in-Kind (“PIK”) interest rate of 0.25 % that accrued to the outstanding balance quarterly as long as the Run-Rate EBITDA, as such term is defined in the Prior Term Loan Agreement, was under certain defined thresholds. For the three and six months ended June 30, 2022, $ 0.1 million and $ 0.3 million of PIK interest was accrued, respectively. For the three and six months ended June 30, 2021, $ 0.4 million and $ 1.0 million of PIK interest was accrued, respectively. Principal payments on the Prior Term Loan Facility were due quarterly, in the amount of 0.625 % of the original principal beginning June 30, 2021, 0.9375 % of the original principal beginning June 30, 2023, and 1.25 % of the original principal balance beginning June 30, 2024 through maturity. We incurred $ 5.6 million of financing fees in connection with the issuance of the Prior Term Loan Facility. The financing fees were being amortized using the straight-line method, which is approximate to the effective interest method, over a period of five years , which represents the term to maturity of the Prior Term Loan Facility. On July 13, 2022, the Company entered into Amendment No. 6 to the Prior Term Loan Agreement (the “Sixth Term Loan Amendment”) to permit the Wooster Pre-fund, as defined in Note 18. The Sixth Term Loan Amendment included the following modifications: (i) permitting the incurrence of subordinated debt from Wooster in the form of the Convertible Note, as defined in Note 18; (ii) extending the PIK interest period to December 31, 2022; (iii) amending the definitions of EBITDA, Fixed Charge Coverage Ratio and Total Debt (which excludes the Convertible Note); and (iv) amending the level of the Minimum Liquidity covenant that the Company is required to comply with. The definition of EBITDA was modified to increase the cap on add-backs for the quarter ended June 30, 2022 and the quarter ended September 30, 2022 from 15 % of EBITDA to 20 % of EBITDA. The Wooster Pre-fund, together with the Sixth Term Loan Amendment, allowed the Company to meet increased capital expenditure and working capital needs of the business and to remain in compliance with its financial covenants as of June 30, 2022. ​ In connection with the closing of the Transaction, all outstanding Prior Term Loan Facility balances were repaid, and the associated Prior Term Loan Agreement was terminated. See Note 18 for additional disclosures related to the new credit agreement. 18 Table of Contents Prior ABL Facility On February 28, 2020, WBS, as borrower, entered into a credit 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”). Proceeds from the Prior ABL Facility could be used for any lawful corporate purposes, including working capital. Depending on the loan type, interest accrued, at the borrower’s option, at the LIBOR or Base Rate plus an Applicable Margin, as such terms were defined in the Prior ABL Credit Agreement. The Applicable Margin ranged from 1.50 % to 3.00 % for LIBOR Rate loans and 0.50 % to 2.00 % for Base Rate loans. We incurred related financing fees of $ 2.6 million which were capitalized and reported within other long-term assets on our Condensed Consolidated Balance Sheets and were being amortized using the straight-line method over the duration of the amended Prior ABL Facility. As of June 30, 2022, our total availability under the Prior ABL Facility was $ 14.5 million, which was based on our borrowing base (accounts receivables and inventory as of May 31, 2022). As of June 30, 2022, we had $ 72.8 million of outstanding borrowings under the Prior ABL Facility and $ 2.7 million of outstanding letters of credit. The Prior ABL Facility carried a commitment fee on any of the unused commitment of 0.375 % per annum. The weighted average effective interest rate on our outstanding borrowings was 5.8 % on June 30, 2022. On July 13, 2022, the Company entered into Amendment No. 4 to the Prior ABL Credit Agreement, which included the following modifications: (i) permitting the incurrence of the Wooster Pre-fund, as defined in Note 18, and (ii) amending the definitions of EBITDA, Fixed Charge Coverage Ratio and Total Debt (which excludes the Convertible Note, as defined in Note 18). The definition of EBITDA was modified to increase the cap on add-backs for the quarter ended June 30, 2022 and the quarter ended September 30, 2022 from 15 % of EBITDA to 20 % of EBITDA. ​ In connection with the closing of the Transaction, all outstanding Prior ABL Facility balances were repaid, and the associated Prior ABL Credit Agreement was terminated. Outstanding letters of credit will be replaced by letters of credit under the new credit agreement entered into in connection with the Transaction. See Note 18 for additional disclosures related to the new credit agreement. Covenant Compliance The respective loan and security agreements, as amended, governing the Prior ABL Facility and the Prior Term Loan Facility each contain a number of covenants and restrictions, including covenants that limit our and certain of our subsidiaries’ ability, subject to certain exceptions and qualifications, to (i) pay dividends or make distributions, repurchase equity securities, prepay subordinated debt or make certain investments, (ii) incur additional debt or issue certain disqualified stock or preferred stock, (iii) create or incur liens on assets securing indebtedness, (iv) merge or consolidate with another company or sell all or substantially all of our assets taken as a whole, (v) enter into transactions with affiliates, and (vi) sell assets. The covenants and restrictions are substantially similar across both credit facilities. As of June 30, 2022, and the Closing, we were in compliance with covenants under both the Prior Term Loan Facility and Prior ABL Facility. As of August 29, 2022, upon termination of the Prior Term Loan Facility and Prior ABL Facility, the Company is no longer subject to the covenants and restrictions under these agreements. Under the terms of the Credit Agreement entered into on August 29, 2022, beginning on September 30, 2022, the Company will be subject to a number of covenants and restrictions, including a maximum net leverage ratio and minimum interest coverage ratio, each as defined in the Credit Agreement. International Debt and Lending Facilities At June 30, 2022, Westrock Coffee International, LLC, an Arkansas limited liability company and wholly owned subsidiary of the Company, through its subsidiary Falcon Coffees Limited (“Falcon”) had a $ 1.6 million promissory note payable with responsAbility SICAV (Lux), split into two tranches. Proceeds from the note are restricted for the sole purpose of financing Falcon’s trading activities. The note was amended in January 2022 to adjust the maturity of certain tranches, and to re-set interest rates. Borrowings on the note bear interest at a fixed rate of 9.5 % for both the $ 0.9 million 19 Table of Contents tranche and the $ 0.7 million tranche maturing on September 30, 2022 and December 31, 2022, respectively. Westrock Coffee International, LLC, through its subsidiary Rwanda Trading Company, maintains two mortgage-backed lending facilities with a local bank in Rwanda: a short-term trade finance facility with a balance of $ 8.9 million at June 30, 2022 and a long-term note payable with a balance of $ 1.9 million at June 30, 2022. Falcon maintains a working capital trade finance facility with multiple financial institutions, which prior to March 16, 2022, was agented by Brown Brothers Harriman (“BBH”), a related party of the Company through its equity interests in the Company, and was reported as short-term related party debt on the Condensed Consolidated Balance Sheets. On March 16, 2022, Falcon refinanced its working capital trade finance facility, and the facility was transferred to different lenders with the same terms as the previous facility. At the time of refinance, there was $ 49.3 million outstanding under the facility. The new facility is uncommitted, repayable on demand and secured by Falcon’s assets. The facility is renewable on an annual basis beginning in March 2023. On April 29, 2022, the facility size increased from $ 50 million to $ 55 million and subsequently, on June 16, 2022, the facility size increased to $ 62.5 million. At June 30, 2022, there was $ 52.0 million outstanding under the facility, which is recorded in short-term debt in the Condensed Consolidated Balance Sheets. Interest is payable monthly at the U.S. Prime Rate plus 1.50 %, subject to a minimum rate of 5.00 %. The facility carries an agent fee of 0.25 % of total available capital. Availability under the facility is subject to a borrowing base calculation. The credit facility is secured by substantially all liquid assets of Falcon. 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 June 30, 2022. Subordinated Related Party Debt On February 28, 2020, we issued $ 13.3 million of subordinated debt (the “Subordinated Notes”) to Wooster Capital, LLC (“Wooster”) and Jo Ellen Ford, related parties of the Company through their equity ownership and relation with Joe Ford, the chairman of our board of directors. The Subordinated Notes provided for maturity on the earlier of (i) six months after the Prior Term Loan Facility due in 2025 is paid in full or (ii) 10 years from the date of issuance (February 2030). Interest was payable quarterly at the end of each calendar quarter at a rate of 6 % per annum. Substantially concurrently with the closing of the Transaction and pursuant to the terms of their respective subscription agreements with the Company, Wooster and Jo Ellen Ford contributed their respective Subordinated Notes to the Company and in exchange for such contribution, the Company issued shares of common stock, par value $ 0.01 per share, of the Company (“Common Stock”) to Wooster and Jo Ellen Ford. The Company issued a total of 1,330,000 shares of Common Stock in exchange for the contribution of the Subordinated Notes, which were subsequently extinguished. Note 11. Derivatives We record all derivatives, whether designated in a hedging relationship or not, at fair value on the Condensed Consolidated Balance Sheets. We use various types of derivative instruments including, but not limited to, forward contracts, futures contracts, and options contracts for certain commodities. Forward and futures contracts are agreements to buy or sell a quantity of a commodity at a predetermined future date, and at a predetermined rate or price. Forward contracts are traded over the counter whereas future contracts are traded on an exchange. Option contracts are agreements to facilitate a potential transaction involving the commodity at a preset price and date. The accounting for gains and losses that result from changes in the fair values of derivative instruments depends on whether the derivatives have been designated and qualify as hedging instruments and the types of hedging relationships. Derivatives can be designated as fair value hedges, cash flow hedges or hedges of net investments in foreign operations. The changes in the fair values of derivatives that have not been designated and for which hedge accounting is not applied, are recorded in the same line item in our Condensed Consolidated Statements of Operations as the changes in the fair value of the hedged items attributable to the risk being hedged. The changes in fair values of derivatives that have been designated and qualify as cash flow hedges are recorded in accumulated other comprehensive income (“AOCI”) and are reclassified into the line item in the Condensed Consolidated Statements of Operations in which the hedged items are recorded in the same period the hedged items affect earnings. 20 Table of Contents 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 six months ended June 30, 2022 or 2021. Within our Beverage Solutions segment, we have entered into coffee futures and options 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 and qualified as a part of our commodity cash flow hedging program. 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 1.5 million pounds and 7.9 million pounds as of June 30, 2022 and December 31, 2021, respectively. During the three and six months ended June 30, 2022, the Company purchased coffee futures contracts and coffee options contracts under our cash flow hedging program with aggregate notional amounts of 6.9 million pounds and 48.2 million pounds, respectively. During the three and six months ended June 30, 2021, the Company purchased coffee futures contracts and coffee options contracts under our cash flow hedging program with aggregate notional amounts of 21.3 million pounds and 48.6 million pounds, respectively. Approximately $ 2.7 million and $ 6.8 million of net realized gains, representing the effective portion of the cash flow hedge, were subsequently reclassified from AOCI to earnings and recognized in costs of sales in the Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2022, respectively. Approximately $ 1.3 million and $ 1.9 million of net realized gains, representing the effective portion of the cash flow hedge, were subsequently reclassified from AOCI to earnings and recognized in costs of sales in the Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2021, respectively. As of June 30, 2022, the estimated amount of net gains reported in AOCI that is expected to be reclassified to the Condensed Consolidated Statements of Operations within the next twelve months is $ 2.1 million. Within our Sustainable Sourcing & Traceability segment, the Company’s forward sales and forward purchase contracts are for physical delivery of green coffee in a future period. While the Company considers these contracts to be effective economic hedges, the Company does not designate or account for forward sales or forward purchase contracts as hedges as defined under current accounting standards. See Note 4 for a description of the treatment of realized and unrealized gains and losses on forward sales and forward purchase contracts. 21 Table of Contents The fair value of our derivative assets and liabilities included in the Condensed Consolidated Balance Sheets are set forth below: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (Thousands) Balance Sheet Location June 30, 2022 December 31, 2021 Derivative assets designated as cash flow hedging instruments: ​ ​ ​ ​ ​ ​ ​ ​ Coffee futures contracts 1 ​ Derivative assets ​ $ — ​ $ 172 Coffee options ​ Derivative assets ​ ​ 702 ​ ​ — Total ​ ​ ​ $ 702 ​ $ 172 ​ ​ ​ ​ ​ ​ ​ ​ ​ Derivative assets not designated as cash flow hedging instruments: ​ ​ ​ ​ ​ ​ ​ ​ Forward sales contracts ​ Derivative assets ​ $ 14,990 ​ $ 13,593 Total ​ ​ ​ ​ 14,990 ​ ​ 13,593 Total derivative assets ​ ​ ​ $ 15,692 ​ $ 13,765 ​ ​ ​ ​ ​ ​ ​ ​ ​ Derivative liabilities designated as cash flow hedging instruments: ​ ​ ​ ​ ​ ​ ​ ​ Coffee futures contracts 1 ​ Derivative liabilities ​ $ 829 ​ $ — Coffee options ​ Derivative liabilities ​ ​ — ​ ​ — Total ​ ​ ​ $ 829 ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ Derivative liabilities not designated as cash flow hedging instruments: ​ ​ ​ ​ ​ ​ ​ ​ Forward purchase contracts ​ Derivative liabilities ​ $ 6,754 ​ $ 14,021 Total ​ ​ ​ ​ 6,754 ​ ​ 14,021 Total derivative liabilities ​ ​ ​ $ 7,583 ​ $ 14,021 1 - The fair value of coffee futures excludes amounts related to margin accounts. The following table presents the pre-tax net gains and losses for our derivative instruments: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended June 30, ​ Six Months Ended June 30, (Thousands) Statement of Operations Location 2022 2021 2022 2021 Derivative assets designated as cash flow hedging instruments: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net realized gains (losses) on coffee derivatives ​ Costs of sales ​ $ 2,701 ​ $ 1,302 ​ $ 6,831 ​ $ 1,900 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Derivative assets and liabilities not designated as cash flow hedging instruments: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net unrealized gains (losses) on forward sales and purchase contracts ​ Costs of sales ​ $ 291 ​ $ ( 3,038 ) ​ $ 7,237 ​ $ ( 581 ) ​ Note 12. 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. 22 Table of Contents 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 June 30, 2022: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, 2022 (Thousands) ​ Level 1 ​ Level 2 ​ Level 3 ​ Total Assets: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Green coffee associated with forward contracts ​ $ — ​ $ 55,952 ​ $ — ​ $ 55,952 Forward sales contracts ​ ​ — ​ ​ 14,990 ​ ​ — ​ ​ 14,990 Coffee options ​ ​ 702 ​ ​ — ​ ​ — ​ ​ 702 Total ​ $ 702 ​ $ 70,942 ​ $ — ​ $ 71,644 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Coffee futures contracts ​ $ 829 ​ $ — ​ $ — ​ $ 829 Forward purchase contracts ​ ​ — ​ ​ 6,754 ​ ​ — ​ ​ 6,754 Total ​ $ 829 ​ $ 6,754 ​ $ — ​ $ 7,583 ​ The following table summarizes the fair value of financial instruments at December 31, 2021: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2021 (Thousands) ​ Level 1 ​ Level 2 ​ Level 3 ​ Total Assets: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Green coffee associated with forward contracts ​ $ — ​ $ 47,845 ​ $ — ​ $ 47,845 Coffee futures contracts ​ ​ 172 ​ ​ — ​ ​ — ​ ​ 172 Forward sales contracts ​ ​ — ​ ​ 13,593 ​ ​ — ​ ​ 13,593 Total ​ $ 172 ​ $ 61,438 ​ $ — ​ $ 61,610 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Forward purchase contracts ​ $ — ​ $ 14,021 ​ $ — ​ $ 14,021 Total ​ $ — ​ $ 14,021 ​ $ — ​ $ 14,021 ​ Coffee futures contracts and coffee options are valued based on quoted market prices. The estimated fair value for green coffee inventories associated with forward contracts and forward sales and purchase contracts are based on exchange-quoted prices, adjusted for differences in origin, quantity, quality, and future delivery period, as the exchange quoted prices represent standardized terms for the commodity. These adjustments are generally determined using broker or dealer quotes or based upon observable market transactions. As a result, green coffee associated with forward contracts and forward sales and purchase contracts are classified within Level 2 of the fair value hierarchy. 23 Table of Contents Financial instruments consist primarily of cash, accounts receivable, accounts payable, and long-term debt. The carrying amount of cash, accounts receivable and accounts payable was estimated by management to approximate fair value due to the relatively short period of time to maturity for those instruments. In November 2021, we amended our Prior Term Loan Agreement and our Prior ABL Credit Agreement, which comprise our material long-term debt obligations. As there was no re-pricing of those obligations in connection with the amendments, the carrying amount of these obligations was estimated by management to approximate fair value as of June 30, 2022 and December 31, 2021. Due to the LIBOR-based nature of the Prior Term Loan Facility and the Prior ABL Facility, the Prior Term Loan Facility and the Prior ABL Facility are carried on the Condensed Consolidated Balance Sheets at amortized costs. The fair value of the Prior Term Loan Facility and the Prior ABL Facility was determined based on Level 2 inputs under the fair value hierarchy. Non-financial assets and liabilities, including property, plant and equipment, goodwill, and intangible assets are measured at fair value on a non-recurring basis. No events occurred during the three or six months ended June 30, 2022 and 2021, requiring these non-financial assets and liabilities to be subsequently recognized at fair value. Note 13. Accumulated Other Comprehensive Income Changes in accumulated other comprehensive loss, net of tax by component is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended June 30, ​ Six Months Ended June 30, (Thousands) 2022 2021 2022 2021 Cash flow hedge changes in fair value gain (loss): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance at beginning of period ​ $ 6,899 ​ $ 2,565 ​ $ 11,759 ​ $ 3,581 Other comprehensive income (loss) before reclassifications ​ ​ ( 531 ) ​ ​ 7,289 ​ ​ ( 2,800 ) ​ ​ 6,545 Amounts reclassified from accumulated comprehensive income ​ ​ ( 2,701 ) ​ ​ ( 1,302 ) ​ ​ ( 6,831 ) ​ ​ ( 1,900 ) Tax effect ​ ​ 807 ​ ​ ( 1,461 ) ​ ​ 2,346 ​ ​ ( 1,135 ) Net accumulated other comprehensive income ​ ​ 4,474 ​ ​ 7,091 ​ ​ 4,474 ​ ​ 7,091 Less: Other comprehensive income attributable to noncontrolling interests ​ ​ — ​ ​ — ​ ​ — ​ ​ — Balance at end of period ​ ​ 4,474 ​ ​ 7,091 ​ ​ 4,474 ​ ​ 7,091 Foreign currency translation gain ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance at beginning of period ​ ​ 259 ​ ​ 153 ​ ​ 259 ​ ​ 239 Other comprehensive income (loss) before reclassifications ​ ​ ( 9 ) ​ ​ 21 ​ ​ ( 9 ) ​ ​ ( 65 ) Amounts reclassified from accumulated comprehensive income ​ ​ — ​ ​ — ​ ​ — ​ ​ — Tax effect ​ ​ — ​ ​ — ​ ​ — ​ ​ — Net other comprehensive income ​ ​ 250 ​ ​ 174 ​ ​ 250 ​ ​ 174 Less: Other comprehensive income attributable to noncontrolling interests ​ ​ — ​ ​ — ​ ​ — ​ ​ — Balance at end of period ​ ​ 250 ​ ​ 174 ​ ​ 250 ​ ​ 174 Accumulated other comprehensive income at end of period ​ $ 4,724 ​ $ 7,265 ​ $ 4,724 ​ $ 7,265 ​ Note 14. Earnings per Unit 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”). The dilutive effect of CEP Units is calculated by using the “if-converted” method. This assumes an add-back of dividends on the CEP Units to net income attributable to unitholders as if the securities were converted to Common Units at the beginning of the reporting period (or at the time of issuance, if later), and the resulting Common Units are included in the number of weighted-average units outstanding. The dilutive effect of time-based option awards and restricted stock units is calculated using the treasury stock method, while performance-based vesting units are treated as contingently issuable. 24 Table of Contents We have excluded from the computation of diluted units the effect of time-based unit options, restricted Common Units, and CEP Units because their inclusion would have an anti-dilutive effect due to our reported net loss. We had 16.4 million unit options, 4.5 million restricted Common Units, and 239.2 million CEP Units outstanding at June 30, 2022, and 13.1 million, 9.1 million and 222.2 million of unit options, restricted Common Units, and CEP Units outstanding, respectively, at June 30, 2021. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended June 30, ​ Six Months Ended June 30, (Thousands, except per unit data) 2022 2021 2022 2021 Diluted Earnings per Common Unit ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Numerator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net loss attributable to common unitholders - basic ​ $ ( 12,858 ) ​ $ ( 12,203 ) ​ $ ( 24,471 ) ​ $ ( 24,376 ) Impact of if-converted securities ​ ​ — ​ ​ — ​ ​ — ​ ​ — Net loss attributable to common unitholders - diluted ​ $ ( 12,858 ) ​ $ ( 12,203 ) ​ $ ( 24,471 ) ​ $ ( 24,376 ) Denominator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted-average common units outstanding - basic ​ ​ 332,209 ​ ​ 329,043 ​ ​ 331,195 ​ ​ 328,062 Impact of if-converted securities ​ ​ — ​ ​ — ​ ​ — ​ ​ — Effect of other dilutive securities ​ ​ — ​ ​ — ​ ​ — ​ ​ — Weighted-average common units outstanding - diluted ​ ​ 332,209 ​ ​ 329,043 ​ ​ 331,195 ​ ​ 328,062 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Dilutive loss per common unit ​ $ ( 0.04 ) ​ $ ( 0.04 ) ​ $ ( 0.07 ) ​ $ ( 0.07 ) ​ ​ Note 15. Segment Information Management, including our chief executive officer, who is our chief operating decision maker, manages 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, juices, 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 relate to the physical delivery and settlement of forward sales contracts for green coffee. Management evaluates the performance of each segment using Adjusted EBITDA, which is a segment performance measure we define as net income determined in accordance with GAAP, before interest expense, provision for income taxes, depreciation and amortization, equity-based compensation expense and the impact, which may be recurring in nature, of acquisition, transaction and integrations costs, including management services and consulting agreements entered into in connection with the acquisition of S&D Coffee, Inc. (“S&D”), impairment charges, non-cash mark-to-market adjustments, certain costs specifically excluded from the calculation of EBITDA under our material debt agreements, and other similar or infrequent items (although we may not have had such charges in the periods presented). 25 Table of Contents Selected financial data related to our segments is presented below: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended June 30, 2022 ​ ​ ​ Sustainable ​ ​ Total of ​ ​ Beverage ​ Sourcing & ​ Intersegment ​ Reportable (Thousands) ​ Solutions ​ Traceability ​ Revenues ​ Segments Net sales ​ $ 170,865 ​ $ 58,459 ​ $ ( 5,911 ) ​ $ 223,413 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Adjusted EBITDA ​ ​ 12,471 ​ ​ 822 ​ ​ n/a ​ ​ 13,293 Less: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest expense ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 8,813 Income tax benefit ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 1,499 ) Depreciation and amortization ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 5,952 Acquisition, restructuring and integration expense ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2,304 Management and consulting fees ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 866 Equity-based compensation ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 308 Mark-to-market adjustments ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 1,395 Loss on disposal of property, plant and equipment ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 184 Other ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 789 Net loss ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $ ( 5,819 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total assets ​ ​ 546,449 ​ ​ 114,997 ​ ​ n/a ​ ​ 661,446 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended June 30, 2021 ​ ​ ​ Sustainable ​ ​ Total of ​ ​ Beverage ​ Sourcing & ​ Intersegment ​ Reportable (Thousands) ​ Solutions ​ Traceability ​ Revenues ​ Segments Net sales ​ $ 134,405 ​ $ 41,322 ​ $ ( 4,583 ) ​ $ 171,144 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Adjusted EBITDA ​ ​ 10,330 ​ ​ 853 ​ ​ n/a ​ ​ 11,183 Less: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest expense ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 8,261 Income tax benefit ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 502 ) Depreciation and amortization ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 6,071 Acquisition, restructuring and integration expense ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 926 Management and consulting fees ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 1,595 Equity-based compensation ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 306 Mark-to-market adjustments ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 2 ) Gain on disposal of property, plant and equipment ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 25 ) Other ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 621 Net loss ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $ ( 6,068 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total assets ​ ​ 493,686 ​ ​ 69,077 ​ ​ n/a ​ ​ 562,763 ​ ​ 26 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Six Months Ended June 30, 2022 ​ ​ ​ Sustainable ​ ​ Total of ​ ​ Beverage ​ Sourcing & ​ Intersegment ​ Reportable (Thousands) ​ Solutions ​ Traceability ​ Revenues ​ Segments Net sales ​ $ 319,226 ​ $ 106,232 ​ $ ( 15,617 ) ​ $ 409,841 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Adjusted EBITDA ​ ​ 22,891 ​ ​ 1,796 ​ ​ n/a ​ ​ 24,687 Less: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest expense, net ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 16,861 Income tax benefit ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 3,083 ) Depreciation and amortization ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 11,966 Acquisition, restructuring and integration expense ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 4,787 Management and consulting fees ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2,201 Equity-based compensation ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 479 Mark-to-market adjustments ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 250 Loss on disposal of property, plant and equipment ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 289 Other ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 1,461 Net loss ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $ ( 10,524 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total assets ​ ​ 546,449 ​ ​ 114,997 ​ ​ n/a ​ ​ 661,446 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Six Months Ended June 30, 2021 ​ ​ ​ Sustainable ​ ​ Total of ​ ​ Beverage ​ Sourcing & ​ Intersegment ​ Reportable (Thousands) ​ Solutions ​ Traceability ​ Revenues ​ Segments Net sales ​ $ 261,668 ​ $ 74,021 ​ $ ( 9,214 ) ​ $ 326,475 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Adjusted EBITDA ​ ​ 18,462 ​ ​ 1,030 ​ ​ n/a ​ ​ 19,492 Less: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest expense, net ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 15,669 Income tax benefit ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 1,443 ) Depreciation and amortization ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 12,314 Acquisition, restructuring and integration expense ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 1,943 Management and consulting fees ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 3,200 Equity-based compensation ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 612 Mark-to-market adjustments ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 1,975 ) Loss on disposal of property, plant and equipment ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 243 Other ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 1,121 Net loss ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $ ( 12,192 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total assets ​ ​ 493,686 ​ ​ 69,077 ​ ​ n/a ​ ​ 562,763 ​ ​ The following table presents net sales information by geographic area. Net sales are attributed to countries based on the customer invoice location. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended June 30, ​ Six Months Ended June 30, (Thousands) 2022 2021 2022 2021 United States ​ $ 181,526 ​ $ 141,487 ​ $ 334,541 ​ $ 276,882 All other countries ​ ​ 41,887 ​ ​ 29,657 ​ ​ 75,300 ​ ​ 49,593 Net sales ​ $ 223,413 ​ $ 171,144 ​ $ 409,841 ​ $ 326,475 ​ ​ 27 Table of Contents Note 16. 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 ordinary 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 had $ 2.7 million in standby letters of credit outstanding as of June 30, 2022. We have future purchase obligations of $ 371.7 million as of June 30, 2022 that consist of commitments for the purchase of inventory over the next 12 months. These obligations represent the minimum contractual obligations expected under the normal course of business. ​ Note 17. Related Party Transactions The Company transacts with certain entities or persons that have ownership in the Company, and/or for which our co-founder and Chief Executive Officer Scott Ford, our co-founder and Chairman, Joe Ford, or close family members of the Fords, have ownership interests in. As such, these persons and entities are deemed related parties. In connection with the acquisition of S&D on February 28, 2020, certain affiliates of BBH were issued CEP Units, at which time BBH became a related party. The consolidated financial statements reflect the following transactions with related parties: ​ ​ ​ ​ ​ ​ ​ ​ (Thousands) June 30, 2022 December 31, 2021 Short-term related party debt: ​ ​ ​ ​ ​ ​ Brown Brothers Harriman 1 ​ $ — ​ $ 34,199 ​ ​ ​ ​ ​ ​ ​ Subordinated related party debt: ​ ​ ​ ​ ​ ​ Wooster Capital 2 ​ ​ 9,800 ​ ​ 9,800 Jo Ellen Ford 1 ​ ​ 3,500 ​ ​ 3,500 Total ​ $ 13,300 ​ $ 13,300 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended June 30, ​ Six Months Ended June 30, (Thousands) 2022 2021 2022 2021 Interest expense, net: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Brown Brothers Harriman 1 ​ $ — ​ $ 287 ​ $ 541 ​ $ 578 Wooster Capital 2 ​ ​ 149 ​ ​ 147 ​ ​ 296 ​ ​ 297 Jo Ellen Ford 1 ​ ​ 53 ​ ​ 52 ​ ​ 106 ​ ​ 106 Westrock Finance, LLC 2 ​ ​ — ​ ​ 97 ​ ​ — ​ ​ 192 Total ​ $ 202 ​ $ 583 ​ $ 943 ​ $ 1,173 1 – Related through common ownership 2 – Related through common ownership and management In connection with the acquisition of S&D in February 2020, the Company entered into a Management Services Agreement with Westrock Group, LLC (“Westrock Group”), which expires February 2023. Under the terms of the agreement Westrock Group will be paid $ 10.0 million in return for financial, managerial, operational, and strategic services. The associated expense is recorded within selling, general and administrative expense in our Condensed Consolidated Statements of Operations. The Company recognized $ 0.8 million and $ 1.7 million of such expenses during the three and six months ended, respectively, for both June 30, 2022 and 2021. In addition, the Company reimburses Westrock Group for the usage of a corporate aircraft, and its portion of shared office space. For the three and six months ended June 30, 2022, the Company incurred expenses of $ 0.2 million and $ 0.5 million, respectively, for such items, which are recorded in selling, general and administrative expenses on our Condensed Consolidated Statements of Operations. For the three and six months ended June 30, 2021, the Company incurred expenses of $ 0.2 million and $ 0.3 28 Table of Contents million, respectively, for such items. At June 30, 2022 and December 31, 2021, we had payables to Westrock Group of $ 0.5 million and $ 0.2 million, respectively, reported within accrued expenses and other current liabilities on our Condensed Consolidated Balance Sheets. Note 18. Subsequent Events On August 26, 2022, in accordance with the Transaction Agreement, the Company completed its previously announced de-SPAC merger transaction with Riverview. The Company issued 6,618,151 million shares of Common Stock to shareholders of Riverview, receiving $ 66.3 million of the cash held in the trust account of Riverview. The 6,618,151 million shares include 1,910,000 shares issued to PIPE investors who elected to satisfy their PIPE commitments through the purchase of Riverview Class A Shares on the public market, as permitted under the terms of their subscription agreements. As a part of the Transaction, Westrock converted from a Delaware limited liability company to a Delaware corporation and the Company changed its corporate name from “Westrock Coffee Holdings, LLC” to “Westrock Coffee Company.” Substantially concurrently with the closing of the Transaction, the Company has received $ 230.9 million in gross proceeds (which amount includes the contribution to the Company of the Subordinated Notes and the Convertible Note, defined below) from PIPE Financing and has entered into a credit agreement among the Company, WBS, as the borrower, Wells Fargo Bank, N.A. as administrative agent, as collateral agent, and as swingline leader, Wells Fargo Securities, LLC, as sustainability structuring agent, and each issuing bank and lender party thereto, that includes (a) the Revolving Credit Facility in an initial aggregate principal amount of $ 175.0 million, under which there were no outstanding borrowings as of August 29, 2022, and (b) the Term Loan Facility in an initial aggregate principal amount of $ 175.0 million. Proceeds from the Transaction and the Term Loan Facility were used, in part, to retire borrowings under the Company’s existing term loan agreement and asset-based lending facility. The Revolving Credit Facility and the Term Loan Facility will mature on August 29, 2027. ​ In connection with the Transaction, on July 14, 2022, and as discussed within Note 10, pursuant to the terms of the subscription agreement entered into between the Company and Wooster, in which Wooster agreed to subscribe for and purchase, and the Company agreed to issue and sell to Wooster, prior to and substantially concurrently with the closing of the Transaction, an aggregate of 2,150,000 shares of Common Stock at a purchase price of $ 10.00 per share, for aggregate gross proceeds of $ 21,500,000 to the Company, Wooster pre-funded $ 11.7 million of its commitment (the “Wooster Pre-fund”) and in exchange thereof was issued a subordinated convertible note by the Company (the “Convertible Note”). The Convertible Note had a principal amount of $ 11.7 million, a maturity of one year and an interest rate of 8 % per annum which was payable quarterly on the last business day of each quarter. On August 26, 2022, in connection with the closing of the Transaction, the Convertible Note automatically converted, in accordance with its terms, into 1,170,000 shares of Common Stock. ​ ​ 29 Table of Contents ​