Westrock Coffee Co 10-K

Item 8. Financial Statements and Supplementary Data ​ ​ WESTROCK COFFEE COMPANY INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page ​ ​ Report of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm (Auditor Firm ID: 238 ) 61 Consolidated Balance Sheets – December 31, 2022 and December 31, 2021 62 Consolidated Statements of Operations – Years ended December 31, 2022, 2021 and 2020 63 Consolidated Statements of Comprehensive Loss – Years ended December 31, 2022, 2021 and 2020 64 Consolidated Statements of Shareholders’ Equity (Defecit) - Years ended December 31, 2022, 2021 and 2020 65 Consolidated Statements of Cash Flows - Years ended December 31, 2022, 2021 and 2020 67 Notes to Consolidated Financial Statements ​ Note 1. Organization and Description of Business 68 Note 2. Basis of Presentation and Consolidation 68 Note 3. Summary of Significant Accounting Policies 69 Note 4. De-SPAC Merger Transaction 79 Note 5. Revenue 81 Note 6. Acquisitions 83 Note 7. Inventories 86 Note 8. Property, Plant and Equipment, Net 87 Note 9. Leases 87 Note 10. Goodwill 89 Note 11. Intangible Assets, Net 89 Note 12. Debt 90 Note 13. Series A Preferred Shares 92 Note 14. Derivatives 93 Note 15. Fair Value Measurements 95 Note 16. Equity-Based Compensation 98 Note 17. Accumulated Other Comprehensive Income (Loss ) 100 Note 18. Income Taxes 101 Note 19. Earnings Per Share 103 Note 20. Segment Information 104 Note 21. Commitments and Contingencies 106 Note 22. Related Party Transactions 106 Note 23. Subsequent Events 107 ​ ​ ​ ​ ​ ​ ​ ​ 60 Table of Contents Report of Independent Registered Public Accounting Firm ​ To the Board of Directors and Shareholders of Westrock Coffee Company ​ Opinion on the Financial Statements ​ We have audited the accompanying consolidated balance sheets of Westrock Coffee Company and its subsidiaries (the “Company”) as of December 31, 2022 and 2021, and the related consolidated statements of operations, of comprehensive loss, of shareholders’ equity (deficit) and of cash flows for each of the three years in the period ended December 31, 2022, including the related notes and financial statement schedule listed in the index appearing under Item 15 (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2022 in conformity with accounting principles generally accepted in the United States of America. ​ Changes in Accounting Principles ​ As discussed in Note 3 to the consolidated financial statements, the Company changed the manner in which it accounts for leases in 2022 and the manner in which it accounts for goodwill in 2020. ​ Basis for Opinion ​ These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. ​ We conducted our audits of these consolidated financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. ​ Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. ​ ​ /s/ PricewaterhouseCoopers LLP Little Rock, Arkansas March 21, 2023 ​ We have served as the Company's auditor since 2020. ​ ​ ​ 61 Table of Contents WESTROCK COFFEE COMPANY CONSOLIDATED BALANCE SHEETS ​ ​ ​ ​ ​ ​ ​ ​ (Thousands, except par value) December 31, 2022 December 31, 2021 ASSETS ​ ​ ​ ​ ​ ​ Cash and cash equivalents ​ $ 16,838 ​ $ 19,344 Restricted cash ​ ​ 9,567 ​ ​ 3,526 Accounts receivable, net of allowance for credit losses of $ 3,023 and $ 3,749 , respectively ​ ​ 101,639 ​ ​ 85,795 Inventories ​ ​ 145,836 ​ ​ 109,166 Derivative assets ​ ​ 15,053 ​ ​ 13,765 Prepaid expenses and other current assets ​ ​ 9,166 ​ ​ 6,410 Total current assets ​ ​ 298,099 ​ ​ 238,006 ​ ​ ​ ​ ​ ​ ​ Property, plant and equipment, net ​ ​ 185,206 ​ ​ 127,613 Goodwill ​ ​ 113,999 ​ ​ 97,053 Intangible assets, net ​ ​ 130,886 ​ ​ 125,914 Other long-term assets ​ ​ 18,023 ​ ​ 4,434 Total Assets ​ $ 746,213 ​ $ 593,020 ​ ​ ​ ​ ​ ​ ​ LIABILITIES, CONVERTIBLE PREFERRED SHARES, REDEEMABLE UNITS, AND SHAREHOLDERS' EQUITY (DEFICIT) ​ ​ ​ ​ ​ ​ Current maturities of long-term debt ​ $ 11,504 ​ $ 8,735 Short-term debt ​ ​ 42,905 ​ ​ 4,510 Short-term related party debt ​ ​ — ​ ​ 34,199 Accounts payable ​ ​ 116,675 ​ ​ 80,405 Derivative liabilities ​ ​ 7,592 ​ ​ 14,021 Accrued expenses and other current liabilities ​ ​ 37,459 ​ ​ 26,370 Total current liabilities ​ ​ 216,135 ​ ​ 168,240 ​ ​ ​ ​ ​ ​ ​ Long-term debt, net ​ ​ 162,502 ​ ​ 277,064 Subordinated related party debt ​ ​ — ​ ​ 13,300 Deferred income taxes ​ ​ 14,355 ​ ​ 25,515 Warrant liabilities ​ ​ 55,521 ​ ​ — Other long-term liabilities ​ ​ 11,035 ​ ​ 3,028 Total liabilities ​ ​ 459,548 ​ ​ 487,147 ​ ​ ​ ​ ​ ​ ​ Commitments and contingencies (Note 21) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Series A Convertible Preferred Shares, $ 0.01 par value, 24,000 shares authorized, 23,588 shares issued and outstanding , $ 11.50 liquidation value ​ ​ 274,936 ​ ​ — Series A Redeemable Common Equivalent Preferred Units: $ 0.00 par value, 222,150 units authorized, no units and 222,150 units issued and outstanding at December 31, 2022 and December 31, 2021, respectively ​ ​ — ​ ​ 264,729 Series B Redeemable Common Equivalent Preferred Units: $ 0.00 par value, 17,000 units authorized, no units and 17,000 units issued and outstanding at December 31, 2022 and December 31, 2021, respectively ​ ​ — ​ ​ 17,142 ​ ​ ​ ​ ​ ​ ​ Shareholders' Equity (Deficit) (1) ​ ​ ​ ​ ​ ​ Preferred stock, $ 0.01 par value, 26,000 shares authorized, no shares issued and outstanding ​ ​ — ​ ​ — Common stock, $ 0.01 par value, 300,000 shares authorized, 75,020 shares issued and outstanding at December 31, 2022; $ 0.00 par value, 39,389 shares authorized, 34,523 shares issued and outstanding at December 31, 2021 ​ ​ 750 ​ ​ 345 Additional paid-in-capital ​ ​ 342,664 ​ ​ 60,628 Accumulated deficit ​ ​ ( 328,042 ) ​ ​ ( 251,725 ) Accumulated other comprehensive income (loss) ​ ​ ( 6,103 ) ​ ​ 12,018 Total shareholders' equity (deficit) attributable to Westrock Coffee Company ​ ​ 9,269 ​ ​ ( 178,734 ) Noncontrolling interest ​ ​ 2,460 ​ ​ 2,736 Total shareholders' equity (deficit) ​ ​ 11,729 ​ ​ ( 175,998 ) ​ ​ ​ ​ ​ ​ ​ Total Liabilities, Convertible Preferred Shares, Redeemable Units and Shareholders' Equity (Deficit) ​ $ 746,213 ​ $ 593,020 ​ (1) Retroactively adjusted for de-SPAC merger transaction as described in Note 4. ​ 62 See accompanying notes to the consolidated financial statements. Table of Contents WESTROCK COFFEE COMPANY CONSOLIDATED STATEMENTS OF OPERATIONS ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, (Thousands, except per share data) 2022 2021 2020 Net sales ​ $ 867,872 ​ $ 698,144 ​ $ 550,846 Costs of sales ​ ​ 715,107 ​ ​ 552,721 ​ ​ 443,644 Gross profit ​ ​ 152,765 ​ ​ 145,423 ​ ​ 107,202 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Selling, general and administrative expense ​ ​ 129,985 ​ ​ 128,506 ​ ​ 115,648 Acquisition, restructuring and integration expense ​ ​ 13,169 ​ ​ 8,835 ​ ​ 22,355 Impairment charges ​ ​ — ​ ​ — ​ ​ 82,083 Loss on disposal of property, plant and equipment ​ ​ 935 ​ ​ 243 ​ ​ 7,750 Total operating expenses ​ ​ 144,089 ​ ​ 137,584 ​ ​ 227,836 Income (loss) from operations ​ ​ 8,676 ​ ​ 7,839 ​ ​ ( 120,634 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other (income) expense ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest expense ​ ​ 35,497 ​ ​ 32,549 ​ ​ 25,229 Change in fair value of warrant liabilities ​ ​ 29,675 ​ ​ — ​ ​ — Other, net ​ ​ ( 1,146 ) ​ ​ ( 34 ) ​ ​ 547 Loss before income taxes ​ ​ ( 55,350 ) ​ ​ ( 24,676 ) ​ ​ ( 146,410 ) Income tax expense (benefit) ​ ​ 111 ​ ​ ( 3,368 ) ​ ​ ( 17,545 ) Net loss ​ $ ( 55,461 ) ​ $ ( 21,308 ) ​ $ ( 128,865 ) Net (loss) income attributable to non-controlling interest ​ ​ ( 276 ) ​ ​ 639 ​ ​ 306 Net loss attributable to shareholders ​ ​ ( 55,185 ) ​ ​ ( 21,947 ) ​ ​ ( 129,171 ) Accretion of convertible preferred stock ​ ​ ( 1,316 ) ​ ​ — ​ ​ — Loss on extinguishment of Redeemable Common Equivalent Preferred Units, net ​ ​ ( 2,870 ) ​ ​ — ​ ​ — Common equivalent preferred dividends ​ ​ ( 4,380 ) ​ ​ — ​ ​ — Accumulating preferred dividends ​ ​ ( 13,882 ) ​ ​ ( 24,208 ) ​ ​ ( 18,513 ) Net loss attributable to common shareholders ​ $ ( 77,633 ) ​ $ ( 46,155 ) ​ $ ( 147,684 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Loss per common share (1) : ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic ​ $ ( 1.60 ) ​ $ ( 1.34 ) ​ $ ( 4.32 ) Diluted ​ $ ( 1.60 ) ​ $ ( 1.34 ) ​ $ ( 4.32 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted-average number of shares outstanding (1) : ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic ​ ​ 48,444 ​ ​ 34,472 ​ ​ 34,202 Diluted ​ ​ 48,444 ​ ​ 34,472 ​ ​ 34,202 ​ ​ (1) Retroactively adjusted for de-SPAC merger transaction as described in Note 4. ​ ​ 63 See accompanying notes to the consolidated financial statements. Table of Contents WESTROCK COFFEE COMPANY CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, (Thousands) 2022 2021 2020 Net loss ​ $ ( 55,461 ) ​ $ ( 21,308 ) ​ $ ( 128,865 ) Other comprehensive income (loss), net of tax: ​ ​ ​ ​ ​ ​ ​ ​ ​ Unrealized (loss) gain on derivative instruments ​ ​ ( 18,114 ) ​ ​ 8,178 ​ ​ 3,581 Foreign currency translation adjustment ​ ​ ( 7 ) ​ ​ 20 ​ ​ 239 Total other comprehensive income (loss) ​ ​ ( 18,121 ) ​ ​ 8,198 ​ ​ 3,820 Comprehensive loss ​ ​ ( 73,582 ) ​ ​ ( 13,110 ) ​ ​ ( 125,045 ) Comprehensive income (loss) attributable to non-controlling interests ​ ​ ( 276 ) ​ ​ 639 ​ ​ 306 Comprehensive loss attributable to shareholders ​ ​ ( 73,306 ) ​ ​ ( 13,749 ) ​ ​ ( 125,351 ) Accretion of convertible preferred stock ​ ​ ( 1,316 ) ​ ​ — ​ ​ — Loss on extinguishment of Redeemable Common Equivalent Preferred Units, net ​ ​ ( 2,870 ) ​ ​ — ​ ​ — Common equivalent preferred dividends ​ ​ ( 4,380 ) ​ ​ — ​ ​ — Accumulating preferred dividends ​ ​ ( 13,882 ) ​ ​ ( 24,208 ) ​ ​ ( 18,513 ) Comprehensive loss attributable to common shareholders ​ $ ( 95,754 ) ​ $ ( 37,957 ) ​ $ ( 143,864 ) ​ ​ ​ 64 See accompanying notes to the consolidated financial statements. Table of Contents WESTROCK COFFEE COMPANY CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (DEFICIT) (1) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accumulated ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other ​ ​ ​ ​ ​ ​ ​ ​ Common Stock ​ Additional ​ Accumulated ​ Comprehensive ​ Non-Controlling ​ Total Shareholders' (Thousands) Shares Amount Paid-in Capital Deficit Income (Loss) Interest Equity (Deficit) Balance at December 31, 2019 ​ 34,202 ​ $ 342 ​ $ 58,017 ​ $ ( 64,512 ) ​ $ — ​ $ 1,791 ​ $ ( 4,362 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Change in accounting principle ​ — ​ ​ — ​ ​ — ​ ​ 6,626 ​ ​ — ​ ​ — ​ ​ 6,626 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income (loss) ​ — ​ ​ — ​ ​ — ​ ​ ( 129,171 ) ​ ​ — ​ ​ 306 ​ ​ ( 128,865 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other comprehensive income ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 3,820 ​ ​ — ​ ​ 3,820 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Equity-based compensation ​ — ​ ​ — ​ ​ 1,553 ​ ​ — ​ ​ — ​ ​ — ​ ​ 1,553 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accumulating preferred dividends ​ — ​ ​ — ​ ​ — ​ ​ ( 18,513 ) ​ ​ — ​ ​ — ​ ​ ( 18,513 ) Balance at December 31, 2020 ​ 34,202 ​ $ 342 ​ $ 59,570 ​ $ ( 205,570 ) ​ $ 3,820 ​ $ 2,097 ​ $ ( 139,741 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance at December 31, 2020 ​ 34,202 ​ ​ 342 ​ ​ 59,570 ​ ​ ( 205,570 ) ​ ​ 3,820 ​ ​ 2,097 ​ ​ ( 139,741 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income (loss) ​ — ​ ​ — ​ ​ — ​ ​ ( 21,947 ) ​ ​ — ​ ​ 639 ​ ​ ( 21,308 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other comprehensive income ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 8,198 ​ ​ — ​ ​ 8,198 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Equity-based compensation ​ 321 ​ ​ 3 ​ ​ 1,220 ​ ​ — ​ ​ — ​ ​ — ​ ​ 1,223 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net share settlement of equity awards ​ — ​ ​ — ​ ​ ( 162 ) ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 162 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accumulating preferred dividends ​ — ​ ​ — ​ ​ — ​ ​ ( 24,208 ) ​ ​ — ​ ​ — ​ ​ ( 24,208 ) Balance at December 31, 2021 ​ 34,523 ​ $ 345 ​ $ 60,628 ​ $ ( 251,725 ) ​ $ 12,018 ​ $ 2,736 ​ $ ( 175,998 ) ​ (1) Retroactively adjusted for de-SPAC merger transaction as described in Note 4. ​ 65 See accompanying notes to the consolidated financial statements. Table of Contents WESTROCK COFFEE COMPANY CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (DEFICIT)(1)(continued) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accumulated ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other ​ ​ ​ ​ ​ ​ ​ ​ Common Stock ​ Additional ​ Accumulated ​ Comprehensive ​ Non-Controlling ​ Total Shareholders' (Thousands) Shares Amount Paid-in Capital Deficit Income (Loss) Interest Equity (Deficit) Balance at December 31, 2021 ​ 34,523 ​ $ 345 ​ $ 60,628 ​ $ ( 251,725 ) ​ $ 12,018 ​ $ 2,736 ​ $ ( 175,998 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 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 (see Note 4) ​ 12,868 ​ ​ 129 ​ ​ 1,738 ​ ​ — ​ ​ — ​ ​ — ​ ​ 1,867 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Issuance of common shares related to PIPE financing ​ 20,590 ​ ​ 206 ​ ​ 205,694 ​ ​ — ​ ​ — ​ ​ — ​ ​ 205,900 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Issuance of common shares related to conversion of debt to equity (see Note 12) ​ 2,500 ​ ​ 25 ​ ​ 24,975 ​ ​ — ​ ​ — ​ ​ — ​ ​ 25,000 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Issuance of common shares related to conversion of Common Equivalent Preferred Units (see Note 4) ​ 2,220 ​ ​ 22 ​ ​ 23,731 ​ ​ — ​ ​ — ​ ​ — ​ ​ 23,753 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Issuance of common shares related to Public Warrant exercise ​ 94 ​ ​ 1 ​ ​ 1,272 ​ ​ — ​ ​ — ​ ​ — ​ ​ 1,273 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Issuance of common shares related to stock options exercised ​ 39 ​ ​ — ​ ​ 375 ​ ​ — ​ ​ — ​ ​ — ​ ​ 375 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Issuance of common shares related to Kohana acquisition (see Note 6) ​ 1,853 ​ ​ 19 ​ ​ 23,416 ​ ​ — ​ ​ — ​ ​ — ​ ​ 23,435 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 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 convertible preferred stock ​ — ​ ​ — ​ ​ ( 1,316 ) ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 1,316 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other comprehensive loss ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 18,121 ) ​ ​ — ​ ​ ( 18,121 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Equity-based compensation ​ 333 ​ ​ 3 ​ ​ 2,628 ​ ​ — ​ ​ — ​ ​ — ​ ​ 2,631 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net share settlement of equity awards ​ — ​ ​ — ​ ​ ( 477 ) ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 477 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accumulating preferred dividends ​ — ​ ​ — ​ ​ — ​ ​ ( 13,882 ) ​ ​ — ​ ​ — ​ ​ ( 13,882 ) Balance at December 31, 2022 ​ 75,020 ​ $ 750 ​ $ 342,664 ​ $ ( 328,042 ) ​ $ ( 6,103 ) ​ $ 2,460 ​ $ 11,729 ​ (1) Retroactively adjusted for de-SPAC merger transaction as described in Note 4. ​ ​ 66 See accompanying notes to the consolidated financial statements. Table of Contents WESTROCK COFFEE COMPANY CONSOLIDATED STATEMENTS OF CASH FLOWS ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, (Thousands) 2022 2021 2020 Cash flows from operating activities: ​ ​ ​ ​ ​ ​ ​ ​ ​ Net loss ​ $ ( 55,461 ) ​ $ ( 21,308 ) ​ $ ( 128,865 ) Adjustments to reconcile net loss to net cash provided by (used in) operating activities: ​ ​ ​ ​ ​ ​ ​ ​ ​ Depreciation and amortization ​ ​ 24,210 ​ ​ 25,501 ​ ​ 23,838 Impairment charges ​ ​ — ​ ​ — ​ ​ 82,083 Equity-based compensation ​ ​ 2,631 ​ ​ 1,223 ​ ​ 1,553 Paid-in-kind interest added to debt principal ​ ​ 295 ​ ​ 1,777 ​ ​ 790 Provision for credit losses ​ ​ 1,790 ​ ​ 439 ​ ​ 4,452 Amortization of deferred financing fees included in interest expense ​ ​ 1,726 ​ ​ 1,840 ​ ​ 1,266 Inventory write-offs ​ ​ — ​ ​ — ​ ​ 5,432 Write-off of unamortized deferred financing fees ​ ​ 4,296 ​ ​ — ​ ​ — Loss on debt extinguishment ​ ​ 1,580 ​ ​ — ​ ​ — Loss on disposal of property, plant and equipment ​ ​ 935 ​ ​ 243 ​ ​ 7,750 Mark-to-market adjustments ​ ​ 3,502 ​ ​ ( 3,585 ) ​ ​ ( 217 ) Change in fair value of warrant liabilities ​ ​ 29,675 ​ ​ — ​ ​ — Foreign currency transactions ​ ​ 667 ​ ​ 492 ​ ​ 498 Deferred income tax (benefit) expense ​ ​ ( 2,037 ) ​ ​ ( 3,448 ) ​ ​ ( 18,256 ) Other ​ ​ 1,204 ​ ​ — ​ ​ — Change in operating assets and liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ Accounts receivable ​ ​ ( 16,789 ) ​ ​ ( 20,102 ) ​ ​ 965 Inventories ​ ​ ( 46,770 ) ​ ​ ( 16,543 ) ​ ​ 16,869 Derivative assets and liabilities ​ ​ ( 22,937 ) ​ ​ 14,860 ​ ​ 1,463 Prepaid expense and other assets ​ ​ ( 15,476 ) ​ ​ ( 401 ) ​ ​ ( 351 ) Accounts payable ​ ​ 27,646 ​ ​ 18,724 ​ ​ ( 32,146 ) Accrued liabilities and other ​ ​ 2,685 ​ ​ 3,165 ​ ​ 19,426 Net cash provided by (used in) operating activities ​ ​ ( 56,628 ) ​ ​ 2,877 ​ ​ ( 13,450 ) Cash flows from investing activities: ​ ​ ​ ​ ​ ​ ​ ​ ​ Additions to property, plant and equipment ​ ​ ( 63,261 ) ​ ​ ( 25,115 ) ​ ​ ( 19,472 ) Additions to intangible assets ​ ​ ( 167 ) ​ ​ ( 321 ) ​ ​ — Acquisition of business, net of cash acquired ​ ​ ( 14,885 ) ​ ​ — ​ ​ ( 393,337 ) Proceeds from sale of property, plant and equipment ​ ​ 4,144 ​ ​ 2,789 ​ ​ 987 Net cash used in investing activities ​ ​ ( 74,169 ) ​ ​ ( 22,647 ) ​ ​ ( 411,822 ) Cash flows from financing activities: ​ ​ ​ ​ ​ ​ ​ ​ ​ Payments on debt ​ ​ ( 438,571 ) ​ ​ ( 111,313 ) ​ ​ ( 122,018 ) Proceeds from debt ​ ​ 328,539 ​ ​ 119,740 ​ ​ 352,968 Proceeds from related party debt ​ ​ 11,700 ​ ​ — ​ ​ — Debt extinguishment costs ​ ​ ( 1,580 ) ​ ​ — ​ ​ — Payment of debt issuance costs ​ ​ ( 6,007 ) ​ ​ ( 1,426 ) ​ ​ ( 8,229 ) Proceeds from de-SPAC merger and PIPE financing ​ ​ 255,737 ​ ​ — ​ ​ — Payment of common equity issuance costs ​ ​ ( 23,998 ) ​ ​ — ​ ​ — Payment of preferred equity issuance costs ​ ​ ( 1,250 ) ​ ​ — ​ ​ — Principal payments on capital leases ​ ​ — ​ ​ — ​ ​ ( 2,292 ) Net proceeds from repurchase agreements ​ ​ 14,588 ​ ​ — ​ ​ — Common equivalent preferred dividends ​ ​ ( 4,380 ) ​ ​ — ​ ​ — Payment of taxes for net share settlement of equity awards ​ ​ ( 477 ) ​ ​ ( 162 ) ​ ​ — Proceeds from exercise of stock options ​ ​ 375 ​ ​ — ​ ​ — Proceeds from the issuance of common equivalent preferred units ​ ​ — ​ ​ 17,000 ​ ​ 222,150 Net cash provided by financing activities ​ ​ 134,676 ​ ​ 23,839 ​ ​ 442,579 Effect of exchange rate changes on cash ​ ​ ( 344 ) ​ ​ 149 ​ ​ ( 38 ) Net increase (decrease) in cash and cash equivalents and restricted cash ​ ​ 3,535 ​ ​ 4,218 ​ ​ 17,269 Cash and cash equivalents and restricted cash at beginning of period ​ ​ 22,870 ​ ​ 18,652 ​ ​ 1,383 Cash and cash equivalents and restricted cash at end of period ​ $ 26,405 ​ $ 22,870 ​ $ 18,652 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Supplemental non-cash investing and financing activities: ​ ​ ​ ​ ​ ​ ​ ​ ​ Property, plant and equipment acquired but not yet paid ​ $ 8,811 ​ $ 184 ​ $ 2,020 Accumulating preferred dividends ​ ​ 13,882 ​ ​ 24,208 ​ ​ 18,513 Exchange of Redeemable Common Equivalent Preferred Units for Series A Convertible Preferred Shares ​ ​ 271,539 ​ ​ — ​ ​ — Exchange of Redeemable Common Equivalent Preferred Units for common shares ​ ​ 24,214 ​ ​ — ​ ​ — Related party debt exchanged for common shares ​ ​ 25,000 ​ ​ — ​ ​ — Acquisition of Kohana through issuance of common stock ​ ​ 23,435 ​ ​ — ​ ​ — Loss on extinguishment of Common Equivalent Preferred Units ​ ​ 2,870 ​ ​ — ​ ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Supplemental cash flow information: ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash paid for interest ​ $ 30,448 ​ $ 28,496 ​ $ 20,789 Cash paid for income taxes, net ​ ​ 814 ​ ​ 1,409 ​ ​ 98 ​ ​ 67 See accompanying notes to the consolidated financial statements. Table of Contents Note 1. Organization and Description of Business Westrock Coffee Company, a Delaware corporation (the “Company,” “Westrock,” “we,” “us,” or “our”), is a leading integrated coffee, tea, flavors, extracts, and ingredients solutions provider in the United States, providing coffee sourcing, supply chain management, product development, roasting, packaging, and distribution services to the retail, food service and restaurant, convenience store and travel center, noncommercial account, CPG, and hospitality industries around the world. We manage our business in two operating segments. ​ Beverage Solutions : Through this segment, we combine our product innovation and customer insights to provide value-added beverage solutions, including coffee, tea, flavors, extracts and ingredients. We provide products in a variety of packaging, including branded and private label coffee in bags, fractional packs, and single serve cups, as well as extract solutions to be used in products such as cold brew and ready-to-drink offerings. Currently we serve customers in the United States, Europe and Asia, through the retail, food service and restaurant, convenience store and travel center, non-commercial account, CPG and hospitality industries. Sustainable Sourcing & Traceability : Through this segment, we utilize our proprietary technology and digitally traceable supply chain to directly impact and improve the lives of our farming partners, tangible economic empowerment and an emphasis on environmental accountability and farmer literacy. Revenues primarily consist of sales from commodity contracts related to forward sales of green coffee. The Company operates eight manufacturing facilities, three of which are located in Concord, North Carolina, two in North Little Rock, Arkansas, one in Richmond, California, one in Kigali, Rwanda, and one in Johor Bahru, Malaysia. The Company is currently completing the build out of its Conway, Arkansas facility, which is expected to begin commercial production in 2024. ​ On August 26, 2022, pursuant to the terms of the Transaction Agreement, dated April 4, 2022, by and among the Company, Riverview Acquisition Corp., a special purpose acquisition vehicle and a Delaware corporation (“Riverview”), Origin Merger Sub I, Inc. (“Merger Sub I”), and Origin Merger Sub II, LLC (“Merger Sub II”) (as amended, modified or supplemented, the “Transaction Agreement”), the Company completed its de-SPAC merger transaction with Riverview (the “Transaction”). In connection with the closing of the Transaction (the “Closing”), the Company converted from a Delaware limited liability company to a Delaware corporation (the “Conversion”) and changed its corporate name from “Westrock Coffee Holdings, LLC” (the “Converting Company”) to “Westrock Coffee Company.” Pursuant to the Transaction Agreement, Merger Sub I merged with and into Riverview, with Riverview surviving the merger as a direct wholly owned subsidiary of Westrock (such merger, the “SPAC Merger”) and immediately following the consummation of the SPAC Merger, Riverview merged with and into Merger Sub II, with Merger Sub II surviving the merger as a direct wholly owned subsidiary of Westrock (the “LLC Merger”, and together with the SPAC Merger, the “Mergers”). See Note 4 for additional disclosures related to the Transaction . ​ Note 2. Basis of Presentation and Consolidation The Consolidated Financial Statements include the activities of the Company and its wholly owned and/or controlled subsidiaries. All intercompany balances and transactions have been eliminated. The Company has an 85 % ownership interest in Falcon Coffees Limited, which operates our trading business and is reported within our Sustainable Sourcing & Traceability segment. Equity interests not owned by us are reflected as non-controlling interests. In the Consolidated Statements of Operations, we allocate net income (loss) attributable to non-controlling interest to arrive at net income (loss) attributable to common shareholders based on their proportionate share. ​ The accompanying Consolidated Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) using the U.S. dollar as the reporting currency. ​ 68 Table of Contents Common Unit Conversion ​ In connection with the Transaction and pursuant to the Transaction Agreement, (a) each issued and outstanding common unit of the Converting Company (“Common Units”) was automatically converted into 0.1049203474320 shares of common stock, par value $ 0.01 per share, of the Converted Company (each such share, a “Common Share”), (b) each issued and outstanding common equivalent preferred unit of the Converting Company (the “Common Equivalent Preferred Units”) for which the holder had not elected to convert such unit into shares of Series A convertible preferred stock, par value $ 0.01 per share, of the Converted Company (the “Series A Preferred Shares”), automatically converted into 0.1086138208640 Common Shares if such Common Equivalent Preferred Unit was designated a Series A Common Equivalent Preferred Unit or 0.1049203474320 Common Shares if such Common Equivalent Preferred Unit was designated a Series B Common Equivalent Preferred Unit and (c) each outstanding Common Equivalent Preferred Unit for which the holder thereof had made an election to convert such unit into Series A Preferred Shares, converted into 0.1086138208740 Series A Preferred Shares if such Common Equivalent Preferred Unit was designated a Series A Common Equivalent Preferred Unit or 0.0919280171940 Series A Preferred Shares if such Common Equivalent Preferred Unit was designated a Series B Common Equivalent Preferred Unit. ​ For the periods prior to the Closing, the number of outstanding units, weighted average number of outstanding units, loss per common unit, equity-based compensation and other financial amounts previously expressed on the basis of Common Units have been retroactively adjusted on the basis of Common Shares reflecting the common unit conversion ratio, as described above. ​ Note 3. Summary of Significant Accounting Policies Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosures of contingent assets and liabilities in the consolidated financial statements and accompanying notes. On an ongoing basis, we evaluate our estimates, including those related to the allowance for credit losses, useful lives of property, plant and equipment, incremental borrowing rates for lease liability measurements, fair values of forward purchase and sales contracts, green coffee associated with forward contracts, warrant liabilities, share-based compensation, contingencies, and income taxes, among others. We base our estimates on historical experience, current and expected macroeconomic conditions such as inflation, consumer spending trends and interest rates, and on various other assumptions that we believe to be reasonable, the results of which form the basis for making judgements about the carrying values of assets and liabilities. Actual results may differ from the estimates and assumptions used in preparing the accompanying consolidated financial statements. Liquidity In accordance with Accounting Standards Update (“ASU”) 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (Subtopic 205-40), the Company has the responsibility to evaluate whether conditions and/or events raise substantial doubt about its ability to meet its obligations as they become due within one year after the date that the financial statements are available to be issued. The Company is dependent on borrowings under its Credit Agreement (Note 12) and cash generated from operations to finance its operations, service its debt requirements, maintain compliance with its covenants, and to fund capital requirements. The Company believes that its projected cash flow from operations and available borrowings under our Credit Agreement will be sufficient to fund operations for at least the next twelve months. During the year ended December 31, 2022, we were impacted by the negative effects of inflation on both our customer volume demand and manufacturing costs, including price increases in fuel, food, materials and labor. We attempt to mitigate the impacts of inflation wherever possible. Our mitigation strategies include working with our vendors and suppliers to ensure that we have adequate access to raw materials. In addition, where possible, we seek to recover inflation-impacted costs by passing these costs onto our customers through periodic pricing increases. However, our pricing increases often lag our cost increases, including increases in commodity costs. The persistence of these negative effects on our business could adversely impact our ability to reach our revenue and other financial targets. If we are unable to meet our financial targets and generate sufficient cash flows from 69 Table of Contents operations, it may restrict our liquidity and capital resources and our ability to maintain compliance with our financial covenants. As management’s ability to amend its financial covenants cannot be assured, management has committed to delay growth capital expenditures and/or reduce operating expenses, as necessary, in order to have adequate liquidity and to remain in compliance with its debt covenants. The accompanying Consolidated Financial Statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the ordinary course of business . Change in Accounting Principle In 2021, the Company elected to change its accounting principle for goodwill by unwinding its previous election of applying the private company alternative accounting for the subsequent measurement of goodwill and apply Accounting Standards Codification (“ASC”) 350-20, Intangibles — Goodwill and Other . The private company alternative permits companies to amortize goodwill and to test goodwill for an impairment at an enterprise level. The Company applied ASC 350 retrospectively beginning January 1, 2020, which resulted in the Company unwinding the accumulated amortization of goodwill recognized through January 1, 2020 of $ 6.6 million. Accordingly, this change resulted in an increase in goodwill and a decrease in accumulated deficit of $ 6.6 million as of January 1, 2020. The impact to the Consolidated Statement of Operations for the year ended December 31, 2020 was the reversal of $ 14.6 million of Goodwill amortization previously recognized in selling, general and administrative expenses and the recognition of a goodwill impairment charge of $ 76.9 million, the net of which resulted in a $ 62.2 million and $ 63.2 million increase to loss before income taxes and net loss, respectively. ​ Cash and Cash Equivalents Cash and cash equivalents include all highly liquid investments with original maturities not exceeding three months at the time of purchase. The fair values of our cash and cash equivalents approximate the amounts shown on our Consolidated Balance Sheets due to their short-term nature. Restricted Cash Restricted cash represents cash maintained in margin accounts in accordance with futures market and broker regulations. In accordance with the Company’s accounting policy, the Company does not adjust the value of its derivative assets or liabilities by the amount of cash held in margin accounts. The total cash and cash equivalents and restricted cash is as follows: ​ ​ ​ ​ ​ ​ ​ ​ (Thousands) December 31, 2022 December 31, 2021 Cash and cash equivalents ​ $ 16,838 ​ $ 19,344 Restricted cash ​ ​ 9,567 ​ ​ 3,526 Total ​ $ 26,405 ​ $ 22,870 ​ Accounts Receivable and Allowance for Credit Losses Accounts receivable consist principally of amounts billed and currently due from customers and are generally unsecured and due within 30 to 60 days. A portion of our accounts receivable is not expected to be collected due to non-payment, bankruptcies and deductions. Our accounting policy for the allowance for credit losses requires us to reserve an amount based on the evaluation of the aging of accounts receivable, detailed analysis of high-risk customers’ accounts, and the overall market and economic conditions of our customers. This evaluation considers the customer demographic, such as large commercial customers as compared to small businesses or individual customers. We consider our accounts receivable delinquent or past due based on payment terms established with each customer. Accounts receivable are written off when the account is determined to be uncollectible. 70 Table of Contents Activity in the allowance for credit losses was as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, (Thousands) 2022 2021 Balance at beginning of period ​ $ 3,749 ​ $ 3,977 Charged to selling, general and administrative expense ​ ​ 1,790 ​ ​ 439 Write-offs ​ ​ ( 2,516 ) ​ ​ ( 667 ) Total ​ $ 3,023 ​ $ 3,749 ​ Inventories Inventories are stated at the lower of cost, determined on the first-in, first-out method (“FIFO”), or net realizable value. Finished goods and work-in-process include the inventory costs of raw materials, direct labor and manufacturing overhead costs. Within our Sustainable Sourcing & Traceability segment, green coffee associated with our forward contracts is recorded at net realizable value, which approximates market price, consistent with our forward purchase contracts recorded at fair value in accordance with ASC 815, Derivatives and Hedging (“ASC 815”). Green coffee is a commodity with quoted market prices in active markets, may be sold without significant further processing, has predictable and insignificant disposal costs and is available for immediate delivery. We estimate the fair value of green coffee based on the quoted market price at the end of each reporting period, with changes in fair value being reported as a component of costs of sales in our Consolidated Statements of Operations. For the years ended December 31, 2022, 2021 and 2020, we recognized $ 12.3 million of net unrealized losses, $ 8.4 million of net unrealized gains and $ 2.0 million of net unrealized losses, respectively, on green coffee inventory associated with our forward sales and purchase contracts. Property, Plant and Equipment Property, plant and equipment are stated at cost less accumulated depreciation. Depreciation is allocated between cost of sales and selling, general and administrative expense and is determined using the straight-line method over the estimated useful life of the assets. Leasehold improvements are amortized using the straight-line method over the remaining life of the lease or useful life of the asset, whichever is shorter. Maintenance and repairs are charged to operating expense when incurred. As part of normal business operations, we identify long-lived assets that are no longer productive and dispose of them. Gains and losses on disposals of assets are presented separately in our Consolidated Statements of Operations as part of operating expenses. For the year ended December 31, 2020, we recognized a loss on disposal of property, plant and equipment of $ 5.8 million related to equipment associated with the acquired S&D Coffee, Inc. (“S&D”) Direct-Store-Delivery business, as described in Intangible Assets below. Goodwill and Indefinite Lived Intangible Assets Goodwill represents the excess purchase price of acquired businesses over the fair value of the net assets acquired. Goodwill is reviewed for impairment at least annually. In accordance with ASC 350 Goodwill – Intangible and Other , we evaluate goodwill for impairment between annual impairment tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. Application of the goodwill impairment test requires significant judgment, including the identification of reporting units; assignment of assets and liabilities to reporting units; and assignment of goodwill to reporting units. As of December 31, 2022, all of our goodwill is assigned to our Beverage Solutions reporting unit. Unless circumstances otherwise dictate, the annual impairment test is performed as of October 1. 71 Table of Contents We first evaluate impairment of goodwill by assessing qualitative factors to determine whether it is more likely than not that the fair value of our reporting unit is less than its carrying amount (the “Step Zero” analysis). If the Step Zero analysis indicates that it is more likely than not that the fair value of our reporting unit is less than its carrying amount, we will perform a quantitative assessment of goodwill impairment. Qualitative factors include industry and market considerations, overall financial performance, and other relevant events and circumstances affecting the reporting unit. If we choose to perform a qualitative assessment and, after consideration of all relevant factors and circumstances, we determine that it is more likely than not that a reporting unit’s fair value is less than its carrying value, we would perform a quantitative fair value test. When performing a quantitative assessment, we estimate the fair value of our reporting unit using a combination of an income approach based on the present value of estimated future cash flows, and a market approach based on market data of comparable businesses and acquisitions multiples paid in recent transactions. We evaluate the appropriateness of each valuation methodology in determining the weighting applied to each in the determination of the concluded fair value. If the carrying value of a reporting unit’s net assets is less than its fair value, no indication of impairment exists. If the carrying amount of the reporting unit is greater than the fair value of the reporting unit, an impairment loss must be recognized for the excess and recorded in the Consolidated Statements of Operations not to exceed the carrying value of goodwill. Fair value determinations of the business require considerable judgment and are sensitive to changes in underlying assumptions and factors. As a result, there can be no assurance that the estimates and assumptions made for the purposes of a quantitative goodwill impairment test prove to be an accurate prediction of future results. Key assumptions include our expected revenue growth rates, operating profits, levels of capital expenditures, and costs of capital. In determining these assumptions, we considered our ability to execute on our plans, future economic conditions, interest rates, and other market data. Many factors are outside the control of management, and these assumptions and estimates may change in future periods. Small changes in these assumptions or estimates could materially affect our cash flow projections; and therefore, could affect the likelihood and amount of potential impairment in future periods. Accordingly, if our current cash flow assumptions are not realized, it is possible that an impairment charge may be recorded in the future. During the fourth quarter of 2022, the Company completed a qualitative analysis to evaluate impairment of goodwill and concluded that it was more likely than not that the fair value of our goodwill reporting unit exceeded the carrying amount. We reached this conclusion based on the valuation of our recently completed de-SPAC merger transaction, industry tailwinds, and in consideration of the significant excess fair value over carrying value of the prior year quantitative goodwill impairment evaluation. As a result, the Company concluded that no impairment existed in the year ending December 31, 2022. During the year ended December 31, 2020, due to the negative economic impacts that COVID-19 had on our business, we determined it was more-likely-than-not that the estimated fair value of our goodwill reporting units was less than its carrying value. Accordingly, we performed a quantitative assessment to determine whether a goodwill impairment existed during the second quarter of 2020. The discounted cash flow model reflects our assumptions regarding revenue growth rates, including estimated implications of COVID-19 to our revenues, cost structure, economic and market trends and other expectations around the anticipated operating results of our business. We discounted the estimated cash flows for the entity using rates that represent a market participant’s weighted average cost of capital commensurate with the underlying business operations. The market approach develops an indication of fair value by calculating average market pricing multiples of revenues and EBITDA for selected peer publicly-traded companies, as well as multiples for relevant transactions that have taken place. As a result of changes in consumer behaviors caused by mitigation strategies enacted to combat the spread of COVID-19, we experienced a decrease in the demand for our products, which resulted in an impairment charge of $ 76.9 million in our Beverage Solutions segment in the second quarter of 2020. ​ Following the acquisition of S&D, and due to the implications of COVID-19 and its related impacts to our distribution operations, we assessed the acquired S&D Direct-Store-Delivery (“DSD”) distribution business and determined to close the DSD distribution business in June 2020. As a result of exiting the business and loss of projected revenues that supported the acquired S&D trademark, we fully impaired the associated acquired trademark and recorded a non-cash 72 Table of Contents impairment charge of $ 5.2 million for the year ended December 31, 2020, which is recognized in impairment charges in the Consolidated Statements of Operations. ​ Impairment of Property, Plant and Equipment We review our property, plant and equipment for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset group may not be recoverable from future, undiscounted net cash flows expected to be generated by the asset group. If the asset group is not fully recoverable, an impairment loss would be recognized for the difference between the carrying value of the asset group and its estimated fair value. For the years ended December 31, 2022, 2021 and 2020, there were no events or changes in circumstances indicating that the carrying amount of any of our asset groups were not recoverable from future undiscounted cash flows we expect the asset groups to generate, and no impairment losses were recognized. Intangible Assets As of December 31, 2022, our intangible assets subject to amortization, net of accumulated amortization were $ 130.9 million. Intangible assets, including acquired finite-lived intangible assets, are amortized on a straight-line basis over their remaining useful lives. The useful life for the customer relationship intangible assets acquired in our acquisitions was determined to be the expected remaining life of those relationships on a basis that reflects the pattern of realization. Other intangible assets are amortized over their expected recovery periods. Finite-lived intangible assets are tested for impairment with the applicable asset group and evaluated for impairment along with property, plant and equipment. For the years ended December 31, 2022 and 2021, no impairment losses were recognized related to intangible assets subject to amortization. Warrant Liabilities We account for warrants assumed in connection with the Transaction (see Note 4) in accordance with the guidance contained in ASC 815, under which the warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, we classify the warrants as liabilities at their fair value and adjust the warrants to fair value at each reporting period. The liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Consolidated Statements of Operations. The Company remeasures the fair value of the Westrock Public Warrants (as defined in Note 4) based on the quoted market price of the Westrock Public Warrants. The Westrock Private Warrants (as defined in Note 4) are valued using a binomial lattice valuation model. For the year ended December 31, 2022, the Company recognized $ 29.7 million of losses related to the change in fair value of warrant liabilities, which is recognized in other (income) expense in the Consolidated Statements of Operations. Debt Issuance Costs Debt issuance costs consist primarily of loan origination fees, underwriting, legal and other direct costs related to the issuance of debt. Fees related to the issuance of our Term Loan Facility are capitalized and amortized to interest expense over the term of the debt using the frozen effective yield method. The unamortized amount is presented as a reduction of long-term debt on the Consolidated Balance Sheets. Fees related to our Revolving Credit Facility are amortized ratably over the term of the Revolving Credit Facility and are included in other long-term assets in the accompanying Consolidated Balance Sheets. Amortization of deferred debt issuance costs are included in interest expense in the Consolidated Statements of Operations. 73 Table of Contents 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. C osts of Sales We record costs associated with the manufacturing of our products in costs of sales. Finished goods inventory costs include the costs of direct labor and materials and the applicable share of overhead expense chargeable to production. Selling, General and Administrative Expense We record all other expenses not charged to production as selling, general and administrative expense, except those meeting the definition of acquisition, restructuring and integration expenses. Advertising costs are expensed at the commencement of an advertising campaign and are recognized as a component of selling, general and administrative expense. For the years ended December 31, 2022, 2021 and 2020, advertising expenses were approximately $ 3.6 million, $ 2.9 million and $ 2.7 million, respectively. Shipping and Handling Costs Shipping and handling costs incurred to deliver products from our locations to the end-user consumer of those products are recorded in selling, general and administrative expense in our Consolidated Statements of Operations. Shipping and handling costs included in selling, general and administrative expense were $ 22.1 million, $ 19.9 million and $ 15.9 million, for the years ended December 31, 2022, 2021 and 2020, respectively. 74 Table of Contents 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 75 Table of Contents of the acquired assets and liabilities assumed are estimated using the income, market and/or cost approach. The income approach utilizes the present value of estimated future cash flows that a business or asset can be expected to generate, while under the market approach, the fair value of an asset or business reflects the price at which comparable assets are purchased under similar circumstances. Inherent in our preparation of cash flow projections are significant assumptions and estimates derived from a review of operating results, business plans, expected growth rates, capital expenditure plans, costs of capital and tax rates. We also make certain forecasts about future economic conditions, interest rates and other market data. Many of the factors used in assessing fair value are outside the control of management. Small changes in these assumptions or estimates could materially affect the estimated fair value. Additional information, which existed as of the acquisition date but unknown to the Company at that time, may become known during the remainder of the measurement period, a period not to exceed twelve months from the acquisition date. Adjustments in the purchase price allocation may require a recasting of the amounts allocated to goodwill and intangible assets. If such an adjustment is required, the Company will recognize a measurement-period adjustment during the period in which it determines the amount of the adjustment, including the effect on earnings of any amounts it would have recorded in previous periods if the accounting had been completed at the acquisition date. The results of operations of businesses acquired are included in the Company’s Consolidated Financial Statements from their dates of acquisition. Noncontrolling Interest The Company has an 85 % ownership interest in Falcon Coffees Limited, which operates our trading business and is reported within our Sustainable Sourcing & Traceability segment. Equity interests not owned by us are reflected as noncontrolling interests. In the Consolidated Statements of Operations, we allocate net income (loss) attributable to non-controlling interest to arrive at net income (loss) attributable to common shareholders based on their proportionate share. Acquisition, Restructuring and Integration Expense The Company expenses non-capitalizable acquisition, restructuring and integration expenses in the period in which they are incurred and services are received. Acquisition costs represent incremental transaction pursuit and unsuccessful pursuit costs, including professional services (legal, accounting, advisory, etc.), finder’s fees and other direct expenses associated with an acquisition. Restructuring and integration costs include direct costs related to restructuring activities, and costs necessary to integrate an acquired business, including professional services, systems and data conversions, severance and retention bonuses to employees of an acquired business. Restructuring Plans The Company accounts for exit or disposal of activities in accordance with ASC 420, Exit or Disposal Cost Obligations (“ASC 420”). The Company defines a business restructuring as an exit or disposal activity that includes but is not limited to a program which is planned and controlled by management and materially changes either the scope of a business or the manner in which that business is conducted. Business restructuring charges may include (i) one-time termination benefits related to employee separations, (ii) contract termination costs and (iii) other related costs associated with exit or disposal activities. ​ During the year ended December 31, 2020, as a result of the closure of the acquired DSD business, we recognized $ 13.9 million of pre-tax restructuring charges, consisting of $ 5.6 million of lease termination expenses and $ 8.3 million of employee termination costs, which are reported in acquisition, restructuring and integration expense in the Consolidated Financial Statements. During the year ended December 31, 2021, the Company incurred $ 2.0 million of restructuring costs, which are recorded within acquisition, restructuring and integration expense on the Consolidated Statement of Operations. As of December 31, 2022 and 2021, we had no on-going restructuring plans and no restructuring liabilities outstanding. ​ 76 Table of Contents Recently adopted accounting pronouncements Update ASU 2016-02 – Leases (Topic 842) and Update ASU 2018-10 – Codification Improvements to Topic 842, Leases Effective January 1, 2022, we account for leases in accordance with ASC 842, Leases (“ASC 842”). The standard establishes a right-of-use (“ROU”) model that requires a lessee to recognize a ROU asset and lease liability on the balance sheet for all leases with a term longer than 12 months. Leases will be classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the statement of operations. We adopted ASC 842 using a modified retrospective transition approach as permitted by the amendments of Accounting Standards Update (“ASU”) 2018-11 Leases (Topic 842): Target Improvements , which provides an alternative modified retrospective transition method. As a result, we were not required to adjust our comparative period financial information for effects of the standard or make the new required lease disclosures for periods before the date of adoption (i.e., January 1, 2022). We have elected to adopt the package of transition practical expedients and, therefore, have not reassessed (i) whether existing or expired contracts contain a lease, (ii) lease classification for existing or expired leases, or (iii) the accounting for initial direct costs that were previously capitalized. We determine if an arrangement is a lease at contract inception. A lease exists when a contract conveys to the customer the right to control the use of identified property, plant, or equipment for a period of time in exchange for consideration. The definition of a lease embodies two conditions: (i) there is an identified asset in the contract that is land or a depreciable asset, and (ii) the customer has a right to control the use of the identified asset. We enter into lease contracts for manufacturing and production facilities, distribution and warehousing facilities, vehicles and machinery and equipment. Upon adoption, we recognized $ 13.0 million of ROU assets and lease liabilities on our Consolidated Balance Sheets. See Note 9 for additional disclosures related to leases. ROU assets are initially measured at cost, which comprises the initial amount of the lease liability adjusted for lease payments made at or before the lease commencement date, plus any initial direct costs incurred, less any lease incentives received. The lease liabilities are initially measured at the present value of the unpaid lease payments at the lease commencement date. Lease expense, for operating leases, is recognized on a straight-line basis over the lease term. Key estimates and judgements include the following: (i) Discount rate – ASC 842 requires a lessee to discount its unpaid lease payments using the rate implicit in the lease or, if that rate cannot be readily determined, its incremental borrowing rate. As we generally do not know the rate implicit in our leases, we use our incremental borrowing rate, based on the information available at the lease commencement date, in determining the present value of our lease payments. Our incremental borrowing rate for a lease is the rate of interest we would have to pay on a collateralized basis to borrow an amount equal to the lease payments under similar terms. (ii) Lease term – The lease term for all of our leases includes the noncancellable period of the lease plus any additional periods covered by either a lessee option to extend (or not to terminate) the lease that is reasonably certain to be exercised. Variable lease payments associated with our leases are recognized when the event, activity, or circumstance in the lease agreement on which those payments are assessed occurs. Variable lease payments are included in both costs of sales and selling, general and administrative expense in our Consolidated Statements of Operations. We monitor for events or changes in circumstances that require a reassessment of a lease. When a reassessment results in the remeasurement of a lease liability, a corresponding adjustment is made to the carrying amount of the associated ROU asset, unless doing so would reduce the carrying amount of the ROU asset to an amount less than zero. In that case, the amount of the adjustment that would result in a negative ROU asset is recorded in the Consolidated Statements of Operations. 77 Table of Contents We have elected not to recognize ROU assets and lease liabilities for all short-term leases that have a lease term of 12 months or less. We recognize the lease payments associated with our short-term leases as an expense on a straight-line basis over the lease term. Furthermore, we have elected to combine lease and non-lease components for all contracts. Non-lease components primarily relate to maintenance services related to the leased asset. Update ASU 2020-06 – Debt-Debt with Conversion and Other Options (Subtopic 470- 20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity In August 2020, the Financial Accounting Standards Board (“FASB”) issued ASU 2020-06, which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity. ASU 2020-06 (i) simplifies the accounting for convertible debt instruments and convertible preferred stock by removing the existing guidance in ASC 470-20, Debt: Debt with Conversion and Other Options, that requires entities to account for beneficial conversion features and cash conversion features in equity, separately from the host convertible debt or preferred stock; (ii) revises the scope exception from derivative accounting in ASC 815-40 for freestanding financial instruments and embedded features that are both indexed to the issuer’s own stock and classified in stockholders’ equity, by removing certain criteria required for equity classification; and (iii) revises the guidance in ASC 260, Earnings Per Share, to require entities to calculate diluted earnings per share (“EPS”) for convertible instruments by using the if-converted method. In addition, entities must presume share settlement for purposes of calculating diluted EPS when an instrument may be settled in cash or shares. ASU 2020-06 is effective for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years, with early adoption permitted. We adopted ASU 2020-06 effective January 1, 2021. Adoption of the new standard did not have a material impact on our Consolidated Financial Statements. Recently issued accounting pronouncements Update ASU 2021-08 – Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers In October 2021, the FASB issued ASU 2021-08, which requires an entity to recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with ASC 606, Revenue from Contracts with Customers, instead of at fair value on the acquisition date as previously required by ASC 805. The amendments improve comparability after the business combination by providing consistent recognition and measurement guidance for acquired revenue contracts and revenue contracts not acquired in a business combination. The updated guidance is effective for public companies for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, and early adoption is permitted. The Company has not yet adopted ASU 2021-08; however, we do not believe this standard will have a material impact on our Consolidated Financial Statements. Update ASU 2022-04 - Liabilities—Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations In September 2022, the FASB issued ASU 2022-04 “Liabilities—Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations”, which requires that a company that uses a supplier finance program in connection with the purchase of goods or services disclose sufficient information about the program to allow a user of financial statements to understand the program’s nature, activity during the period, changes from period to period, and potential magnitude. ASU 2022-04 is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, except for the amendment on rollforward information, which is effective for fiscal years beginning after December 15, 2023. Early adoption is permitted. The Company will adopt applicable amendments within ASU 2022-04 on a retrospective basis beginning January 1, 2023. The amendments to ASU 2022-04 do not affect the recognition, measurement or financial statement presentation of obligations covered by supplier finance programs . 78 Table of Contents ​ Note 4. De-SPAC Merger Transaction On August 26, 2022, the Company completed the Transaction with Riverview. At Closing, the Company issued 12,868,151 Common Shares to public and class B shareholders of Riverview, receiving $ 49.8 million of the cash held in the trust account of Riverview, which is net of $ 17.1 million of Riverview transaction expenses that were either paid by Riverview prior to Closing or offset against proceeds received by the Company at Closing. The 12,868,151 shares issued at Closing include 1,910,000 shares issued to PIPE investors who elected to satisfy their PIPE commitments through the purchase of shares of Class A common stock of Riverview (“Riverview Class A Shares”) on the public market, pursuant to the terms of their respective subscription agreements. Substantially concurrently with the Closing, the Company received $ 205.9 million in cash proceeds (which amount excludes contribution to the Company of certain related party notes as described in Note 12) from common stock PIPE investments (the “PIPE Financing”), issued 20,590,000 Common Shares to the PIPE investors (which share amount excludes the conversion of the related party notes as described in Note 12), and entered into a credit agreement that includes (a) a senior secured first lien revolving credit facility in an initial aggregate principal amount of $ 175.0 million and (b) a senior secured first lien term loan facility in an initial aggregate principal amount of $ 175.0 million. See Note 12 for additional disclosures regarding the new credit agreement. ​ Prior to the Closing, the Company’s ownership interests consist of two classes of equity, referred to as Common Units and Common Equivalent Preferred Units (the “CEP Units”). At inception, each CEP Unit has a liquidation preference of $ 1.00 per unit, increased by an amount accruing at the rate of 10 % per annum, compounding annually, based on its liquidation preference as of the time of such accrual, and reduced by the cumulative amount of any cash dividends or distributions, if any, made by the Company in respect of such CEP Unit (the “CEP Unit Liquidation Preference”). During the years ended December 31, 2022, 2021 and 2020, the CEP Units accrued $ 13.9 million, $ 24.2 million and $ 18.5 million of liquidation preference, respectively. In connection with the Closing, holders of Common Equivalent Preferred Units were paid a cash dividend totaling $ 4.4 million, which is equal to the accreted liquidation preference of the Common Equivalent Preferred Units from June 30, 2022 through Closing. Pursuant to the Transaction Agreement, (a) each issued and outstanding Common Unit converted into 0.1049203474320 Common Shares, (b) each issued and outstanding Common Equivalent Preferred Unit for which the holder had not elected to convert such unit into shares of Series A convertible preferred stock of Westrock (the “Westrock Series A Preferred Shares”) (see Note 13), automatically converted into 0.1086138208640 Common Shares if such Westrock Preferred Unit was designated a Series A Common Equivalent Preferred Unit or 0.1049203474320 Common Shares if such Common Equivalent Preferred Unit was designated a Series B Common Equivalent Preferred Unit and (c) each outstanding Westrock Preferred Unit, for which the holder thereof had made an election to convert such unit into Westrock Series A Preferred Shares, converted into 0.1086138208740 Westrock Series A Preferred Shares if such Common Equivalent Preferred Unit was designated a Series A Common Equivalent Preferred Unit or 0.0919280171940 Westrock Series A Preferred Shares if such Common Equivalent Preferred Unit was designated a Series B Common Equivalent Preferred Unit. As a result, we issued 34,855,535 Common Shares to holders of Common Units, 2,220,305 Common Shares to holders of Common Equivalent Preferred Units who elected to convert their Common Equivalent Preferred Units into Common Shares, and 23,587,952 Westrock Series A Preferred Shares to holders who elected to convert their Common Equivalent Preferred Units into Westrock Series A Preferred Shares. The Company realized a net loss on extinguishment of the Common Equivalent Preferred Units of $ 2.9 million, including the payment of approximately $ 1.3 million of issuance costs, which have been recorded within accumulated deficit on our Consolidated Balance Sheets and adjusts earnings attributable to common shareholders in computing basic and diluted earnings per share. In addition, at Closing, (i) each outstanding share of class B common stock of Riverview (the “Riverview Class B Shares” together with the Riverview Class A Shares, the “Riverview Shares”) (other than the Riverview Class B Shares held as treasury stock, which were automatically cancelled and extinguished at Closing), automatically converted into one Riverview Class A Share, (ii) each outstanding Riverview Class A Share (including the Riverview Class A Shares resulting from the conversion of Riverview Class B Shares at Closing but excluding any Riverview Class A Shares held 79 Table of Contents as treasury stock, which were automatically cancelled and extinguished at Closing) were exchanged for one Common Share, (iii) each outstanding warrant to purchase Riverview Class A Shares (the “Riverview Warrants”) was, by its terms, automatically converted into a comparable warrant to purchase Common Shares (the “Westrock Warrants”) on the terms and subject to the conditions set forth in the warrant agreement for the Riverview Warrants and the amended and restated warrant agreement for the Westrock Warrants, (iv) each Riverview Share held immediately prior to Closing by Riverview as treasury stock was automatically canceled and extinguished and (v) each share of capital stock of Merger Sub I issued and outstanding immediately prior to Closing was automatically canceled and extinguished and converted into one share of common stock, par value $ 0.01 , of the surviving corporation in the SPAC Merger. In connection with obtaining the approval of the Mergers by Riverview’s stockholders, Riverview provided an opportunity for its stockholders to redeem all or a portion of their outstanding Riverview Class A Shares. ​ The Transaction is a capital transaction in substance and not a business combination under ASC 805, Business Combinations (“ASC 805”) . As a result, Westrock is treated as the accounting acquirer and Riverview is treated as the acquired company for financial reporting purposes per ASC 805. Accordingly, for accounting purposes, the Transaction is treated similar to an equity contribution in exchange for the issuance of Common Shares. ​ The financial statements of the combined entity represent a continuation of the financial statements of Westrock, and the net assets of Riverview have been stated at historical cost, with no goodwill or other intangible assets recorded. The equity and net loss per unit attributable to common equityholders of the Company, prior to the Closing, have been retroactively adjusted as shares reflecting the common unit conversion ratio discussed above. ​ Proceeds from the Transaction and the $ 175.0 million term loan facility were used to pay off and terminate our then existing term loan and asset-based lending agreements, and to pay expenses related to the Transaction and the new credit agreement. ​ The Company and Riverview incurred $ 24.0 million and $ 17.1 million, respectively, of expenses related to the Transaction. These expenses consist of underwriting fees, professional services (legal, accounting, advisory, etc.) and other direct expenses associated with the Transaction. Costs incurred by Westrock were initially capitalized as incurred in the other assets on the Consolidated Balance Sheets. As a result of the transaction, $ 24.0 million of transaction costs incurred by the Company related to the issuance of shares were recognized in additional paid-in capital as a reduction of proceeds. The $ 17.1 million of expenses incurred by Riverview were either paid by Riverview prior to Closing or netted against proceeds received by the Company at Closing. There were no deferred transaction costs recorded in the Consolidated Balance Sheets as of December 31, 2022. Common Stock Warrants The Company assumed 12,500,000 publicly-traded Riverview Warrants (“Public Warrants”) and 7,400,000 private placement Riverview Warrants (“Private Warrants”), which were originally issued by Riverview in connection with its initial public offering and, as a result of the assumption by the Company, became Westrock Warrants. The Public Warrants assumed by Westrock are referred to as the “Westrock Public Warrants” and the Private Warrants assumed by Westrock are referred to as the “Westrock Private Warrants”. The Westrock Warrants are included in warrant liabilities on the Company’s Consolidated Balance Sheet. The Westrock Warrants entitle the holder to purchase one share of Common Share at an exercise price of $ 11.50 per share. ​ The Westrock Warrants became exercisable for cash on December 21, 2022 upon the effectiveness of our Registration Statement on Form S-1 (File No. 333-267509) (“Warrant Registration Statement”) registering the Common Shares issuable upon the exercise of the Westrock Warrants. The Westrock Warrants may only be exercised for a whole number of shares, and will expire on August 26, 2027 (i.e., five years following the Closing), or earlier upon redemption or liquidations. Westrock may redeem the outstanding Westrock Public Warrants (i) in whole and not in part; (ii) at a price of $ 0.01 per warrant; (iii) upon not less than 30 days ’ prior written notice of redemption to each warrant holder; and (iv) if, and only if, the reported last sale price of the Common Shares for any 20 trading days within a 30 -trading day period ending three business days before Westrock sends the notice of redemption to the warrant holders equals or exceeds $ 18.00 per share. During any period when Westrock fails to maintain an effective registration statement registering the Common Shares issuable upon the exercise of the Westrock Warrants, Westrock is required to permit holders of 80 Table of Contents Westrock Warrants to exercise their Westrock Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act of 1933, as amended, or another exemption. ​ Between November 25, 2022 and December 21, 2022, the effective date of the Warrant Registration Statement, 527,084 Westrock Public Warrants were exercised on a cashless basis, in accordance with the terms of the Westrock Warrants, resulting in the issuance of 94,453 Common Shares. There were no other exercises of Warrants for the year ended December 31, 2022. From December 31, 2022 through the date of these financial statements, Westrock has received $ 2.6 million in cash proceeds from the exercise of 228,796 Public Warrants, resulting in the issuance of 228,796 Common Shares. The Westrock Private Warrants, which became transferable, assignable and salable on September 26, 2022 (i.e., 30 days after the Closing), are currently held by the Riverview Sponsor, and are generally identical to the Westrock Public Warrants, except they cannot be redeemable by Westrock so long as they are held by the Riverview Sponsor or its permitted transferees. The Riverview Sponsor, or its permitted transferees, have the option to exercise the Westrock Private Warrants on a cashless basis. If the Westrock Private Warrants are held by holders other than the Riverview Sponsor or its permitted transferees, the Westrock Private Warrants will become redeemable by Westrock and exercisable by the holders on the same basis as the Westrock Public Warrants. Note 5. Revenue Revenue from Contracts with Customers (ASC 606) We measure revenue based on the consideration specified in the client arrangement, and revenue is recognized when the performance obligations in the client arrangement are satisfied. Our principal source of revenue is from the procurement, trade, manufacture, and distribution of coffee, tea and extracts to customers in the United States, Europe, and Asia. The transaction price of a contract, net of discounts and expected returns, is allocated to each distinct performance obligation based on the relative standalone selling price of the obligation and is recognized as revenue when the performance obligation is satisfied. The standalone selling price is the estimated price we would charge for the good or service in a separate transaction with similar customers in similar circumstances. Identifying distinct performance obligations and determining the standalone selling price for each performance obligation within a contract requires management judgment. Substantially all our client contracts require that we be compensated for services performed to date. This is upon shipment of goods or upon delivery to the customer, depending on contractual terms. Shipping and handling costs paid by the customer to us are included in revenue and costs incurred by us for shipping and handling activities that are performed after a customer obtains control of the product are accounted for as fulfillment costs. In addition, we exclude from net revenue and cost of sales taxes assessed by governmental authorities on revenue-producing transactions. Although we occasionally accept returns of products from our customers, historically returns have not been material. At times, the Company may enter into agreements in which its Sustainable Sourcing & Traceability segment will sell inventory to a third party, from whom the Company’s Beverage Solutions segment has an obligation to repurchase. Such transactions are accounted for as financing transactions in accordance with ASC 606. At December 31, 2022, the Company has $ 14.6 million of such repurchase agreement obligations, collateralized by the corresponding inventory, that are recorded within accrued expenses and other current liabilities on the Consolidated Balance Sheets. Net cash flows associated with these repurchase agreements are reported as financing activities in the Consolidated Statements of Cash Flows. Revenue from Forward Contracts (ASC 815) A portion of the Company’s revenues consist of sales from commodity contracts that are accounted for under ASC 815. Sales from commodity contracts primarily relate to forward sales of green coffee which are accounted for as derivatives at fair value under ASC 815. These forward sales meet the definition of a derivative under ASC 815 as they have an 81 Table of Contents underlying, notional amount, no initial net investment and can be net settled since the commodity is readily converted to cash. The Company does not apply the normal purchase and normal sale exception under ASC 815 to these contracts. Revenues from commodity contracts are recognized in revenues for the contractually stated amount when the contracts are settled. Settlement generally occurs upon shipment or delivery of the product when title and risks and rewards of ownership transfers to the customer. Prior to settlement, these forward sales contracts are recognized at fair value with the unrealized gains or losses recorded within cost of sales on our Consolidated Statements of Operations. For the years ended December 31, 2022, 2021 and 2020, we recorded $ 8.8 million of net unrealized gains, $ 4.8 million of net unrealized losses and $ 2.2 million of net unrealized gains, respectively, within costs of sales. For the years ended December 31, 2022, 2021 and 2020, the Company recognized $ 181.7 million, $ 145.6 million and $ 123.8 million in revenues under ASC 815, respectively, and are reported within the Company’s Sustainable Sourcing & Traceability segment. Contract Estimates The nature of the Company’s contracts give rise to variable consideration including cash discounts, volume-based rebates, point of sale promotions, and other promotional discounts to certain customers. For all promotional programs and discounts, the Company estimates the rebate or discount that will be granted to the customer and records an accrual upon invoicing. These estimated rebates or discounts are included in the transaction price of the Company’s contracts with customers as a reduction to net revenues and are included as accrued sales incentives in accrued expenses and other current liabilities in the Consolidated Balance Sheets. Accrued sales incentives were $ 1.3 million at December 31, 2022 and $ 1.9 million at December 31, 2021. We do not disclose the value of unsatisfied performance obligations for contracts (i) with an original expected length of one year or less or (ii) for which the Company recognizes revenue at the amount in which it has the right to invoice as the product is delivered. Contract Balances Contract balances relate primarily to advances received from the Company’s customers before revenue is recognized. The Company does not have any material contract liabilities as of December 31, 2022 or 2021. Receivables from contracts with customers are included in accounts receivable, net on the Company’s Consolidated Balance Sheets. At December 31, 2022 and 2021, accounts receivable, net included $ 104.7 million and $ 89.0 million in receivables from contracts with customers, respectively. Contract acquisition costs for obtaining contracts that are deemed recoverable are capitalized as contract costs. Such costs result from the payment of sales incentives and are amortized over the contract life. As of December 31, 2022 and 2021, no costs were capitalized as all arrangements were less than a year. Contract assets, primarily deferred promotional incentives paid to customers, totaled $ 0.4 million at December 31, 2022 and $ 0.5 million at December 31, 2021, and were included in prepaid expenses and other current assets on our Consolidated Balance Sheets. Deferred promotional incentives are amortized straight-line over the contract life. Amortization of deferred contract costs for the years ended December 31, 2022, 2021 and 2020 was $ 1.2 million, $ 0.3 million and $ 1.3 million, respectively, and are included in revenues in our Consolidated Statements of Operations. Concentration of Customers For the years ended December 31, 2022 and 2021, no customers accounted for more than 10% of our consolidated net revenues. For the year ended December 31, 2020, one customer, which is reported within our Beverage Solutions segment accounted for approximately 10% of our net revenue. 82 Table of Contents Disaggregated Revenue In general, the Company’s business segmentation is aligned according to the nature and economic characteristics of its products and customer relationships and provides meaningful disaggregation of each business segment’s results of operations. Further disaggregation of revenues from sales to external customers by type and geographic area, based on customer location, is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, (Thousands) 2022 2021 2020 Coffee & tea ​ $ 569,464 ​ $ 445,466 ​ $ 344,919 Flavors, extracts & ingredients ​ ​ 112,155 ​ ​ 98,850 ​ ​ 72,460 Other ​ ​ 3,684 ​ ​ 6,697 ​ ​ 7,527 Green coffee ​ ​ 182,569 ​ ​ 147,131 ​ ​ 125,940 Net sales ​ $ 867,872 ​ $ 698,144 ​ $ 550,846 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, (Thousands) 2022 2021 2020 United States ​ $ 719,437 ​ $ 583,011 ​ $ 445,210 All other countries ​ ​ 148,435 ​ ​ 115,133 ​ ​ 105,636 Net sales ​ $ 867,872 ​ $ 698,144 ​ $ 550,846 ​ Note 6. Acquisitions Kohana Coffee, LLC November 14, 2022, Westrock Beverage Solutions, LLC, a Delaware limited liability company and wholly owned subsidiary of the Company, acquired one hundred percent ( 100 % ) of the equity securities of Kohana Coffee, LLC (“Kohana Coffee”), a Texas limited liability company (“Kohana Acquisition”). Kohana Coffee is an extract and ready-to-drink focused business, based in Richmond, California, serving customers in the retail and CPG industries. The acquisition allows the Company to accelerate the development, production, and distribution of ready-to-drink products in cans and bottles. Aggregate consideration paid for Kohana Coffee included 1,852,608 shares of common stock of the Company, par value $ 0.01 per share, and approximately $ 15.7 million in cash, subject to customary adjustments. The fair value of the stock consideration was based on the closing price of the Company’s common stock on the date of acquisition. The total consideration paid in the Kohana Acquisition is summarized below: ​ ​ ​ ​ ​ (Thousands) ​ ​ Cash consideration ​ $ 15,682 Fair value of stock consideration ​ ​ 23,435 Total Consideration ​ $ 39,117 ​ 83 Table of Contents The table below summarizes the preliminary purchase price allocation of the assets acquired and liabilities assumed: ​ ​ ​ ​ ​ (Thousands) Acquired Value Cash and cash equivalents ​ $ 797 Accounts receivable ​ ​ 881 Inventory ​ ​ 2,306 Property, plant and equipment ​ ​ 8,387 Goodwill ​ ​ 16,946 Intangible assets ​ ​ 11,638 Accounts payable and accrued liabilities ​ ​ ( 1,838 ) Total ​ $ 39,117 ​ The assets and liabilities acquired in the Kohana Acquisition are recorded at their estimated fair values. The above purchase price allocation is considered preliminary and is subject to change when the valuation of assets and liabilities is finalized upon receipt of the final valuation report from a third-party valuation expert, and the settlement of post-closing working capital adjustments, which is anticipated to be finalized during 2023. The cost of the acquisition in excess of the fair market value of the tangible and intangible assets acquired less liabilities assumed represents acquired goodwill, which is deductible for tax purposes. The goodwill arising from the transaction is primarily attributable to strategic opportunities from the acquisition of Kohana, including our ability to accelerate the development, production, and distribution of ready-to-drink products in cans and bottles to our existing customers. Intangible Assets In our determination of the fair value of intangible assets, we consider, among other factors, the best use of acquired assets, analysis of historical financial performance and estimates of future performance of the acquired business’ products. The estimated fair values of identified intangible assets are calculated considering both market participant expectations, using an income approach, as well as estimates and assumptions provided by Westrock management and management of the acquired business. Assumptions include, but are not limited to, expected revenue growth, weighted-average terminal growth rates, risk adjusted discount rate and royalty rate. The estimated fair value of customer relationships represents future after-tax discounted cash flows that will be derived from sales to existing customers of the acquired business as of the date of acquisition. The following table sets forth the components of identified intangible assets associated with the Kohana Acquisition and their estimated weighted average useful lives: ​ ​ ​ ​ ​ ​ ​ ​ ​ Estimated Fair Estimated Useful (Thousands) ​ Market Value ​ Life Customer relationships ​ $ 11,148 ​ ​ 10 years Favorable lease asset ​ ​ 490 ​ ​ 2.5 years Total ​ $ 11,638 ​ ​ ​ ​ Kohana Coffee, which is reported within our Beverage Solutions segment, contributed net sales of $ 1.5 million and operating loss of $ 0.5 million from the date of acquisition through December 31, 2022. Expenses associated with the acquisition were not material. The following table presents the unaudited pro forma summary of our financial results as if the Kohana Acquisition had occurred on January 1, 2021. The pro forma results include additional depreciation and amortization resulting from purchase accounting adjustments. The pro forma results do not include any synergies or other benefits of the acquisition. The pro forma results are not indicative of future results of operations, or results that might have been achieved had the acquisition been consummated on January 1, 2021. ​ 84 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ Year Ended Year Ended (Thousands, except per share amounts) ​ December 31, 2022 ​ December 31, 2021 Revenue ​ $ 884,228 ​ ​ 716,849 Net loss attributable to common shareholders ​ ​ ( 84,651 ) ​ ​ ( 44,353 ) ​ S&D Coffee, Inc. On February 28, 2020, the Company acquired 100 % of the issued and outstanding shares of capital stock of S&D in exchange for $ 401.6 million in cash. The acquisition was financed with the issuances of Common Equivalent Preferred Units, a $ 240.0 million term loan, and a $ 25.0 million draw from an asset-based lending facility. The acquisition allowed the Company to expand our blue-chip customer base and product capabilities, creating an integrated coffee, tea, and extract company serving retailers, restaurants, convenience stores, and the hospitality industry. The total consideration paid in the S&D acquisition is summarized below: ​ ​ ​ ​ ​ (Thousands) ​ ​ Cash paid to Cott Corporation ​ $ 397,878 Cash paid on behalf of sellers for seller's transaction expenses ​ ​ 5,241 Post-close working capital adjustments ​ ​ ( 1,500 ) Total Consideration ​ $ 401,619 ​ The table below summarizes the purchase price allocation of the assets acquired, and liabilities assumed: ​ ​ ​ ​ ​ (Thousands) Acquired Value Cash and cash equivalents ​ $ 8,282 Accounts receivable ​ ​ 57,818 Inventory ​ ​ 67,297 Prepaid expenses and other current assets ​ ​ 1,810 Property, plant and equipment ​ ​ 92,369 Goodwill ​ ​ 159,320 Intangible assets ​ ​ 142,920 Other assets ​ ​ 3,319 Accounts payable and accrued liabilities ​ ​ ( 87,216 ) Long-term debt ​ ​ ( 147 ) Deferred tax liabilities ​ ​ ( 42,168 ) Other long-term liabilities ​ ​ ( 1,985 ) Total ​ $ 401,619 ​ The assets and liabilities acquired in the S&D acquisition are recorded at their estimated fair values per valuations. ​ The cost of the acquisition in excess of the fair market value of the tangible and intangible assets acquired less liabilities assumed represents acquired goodwill, which is not deductible for tax purposes. The acquisition provides the Company with an expanded presence and manufacturing and distribution synergies, which provide the basis for the goodwill recognition. Additionally, the existence of an assembled workforce was not considered an identifiable asset below, and any value attributed to it was subsumed into the valuation of goodwill. Intangible Assets 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 85 Table of Contents 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 estimated fair value of the trademark represents the future projected cost savings associated with the premium and brand image obtained as a result of owning the trademark as opposed to obtaining the benefit of the trademark through a royalty or rental fee. The following table sets forth the components of identified intangible assets associated with the S&D acquisition and their estimated weighted average useful lives: ​ ​ ​ ​ ​ ​ ​ ​ ​ Estimated Fair Estimated Useful (Thousands) ​ Market Value ​ Life Customer relationships ​ $ 137,500 ​ ​ 20 years Trademark ​ ​ 5,200 ​ ​ Indefinite Favorable lease asset ​ ​ 220 ​ ​ 5 years Total ​ $ 142,920 ​ ​ ​ ​ As described in Note 3, as a result of exiting the acquired DSD business and loss of projected revenues that supported the acquired S&D trademark, we fully impaired the associated acquired trademark during the year ended December 31, 2020. S&D, which is reported within our Beverage Solutions segment, contributed revenue of $ 349.2 million and operating loss of $ 1.3 million, excluding $ 14.3 million acquisition, restructuring and integration costs, and $ 95.0 million of impairment charges, inventory write-offs and losses on disposal of property, plant and equipment, from the date of acquisition through December 31, 2020. The following table presents the unaudited pro forma summary of our financial results as if S&D acquisition had occurred on January 1, 2020. The pro forma results include additional depreciation and amortization resulting from purchase accounting adjustments and interest expense associated with debt used to fund the acquisition. The pro forma results do not include any synergies or other benefits of the acquisition. The pro forma results are not indicative of future results of operations, or results that might have been achieved had the acquisition been consummated on January 1, 2020. ​ ​ ​ ​ ​ ​ Year Ended (Thousands, except per share amounts) ​ December 31, 2020 Revenue ​ $ 647,935 Net loss attributable to common shareholders ​ ​ ( 138,896 ) ​ Note 7. Inventories The following table summarizes inventories as of December 31, 2022 and 2021: ​ ​ ​ ​ ​ ​ ​ ​ (Thousands) December 31, 2022 December 31, 2021 Raw materials ​ $ 66,925 ​ $ 45,079 Finished goods ​ ​ 21,232 ​ ​ 14,895 Green coffee ​ ​ 57,679 ​ ​ 49,192 Total inventories ​ $ 145,836 ​ $ 109,166 ​ Green coffee inventories represents green coffee held for resale. At December 31, 2022 and 2021, all green coffee held for resale was included within our Sustainable Sourcing & Traceability segment. 86 Table of Contents Note 8. Property, Plant and Equipment, Net The following table summarizes property, plant and equipment, net as of December 31, 2022 and 2021: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (Thousands) Depreciable Lives December 31, 2022 December 31, 2021 Land ​ ​ ​ $ 9,052 ​ $ 9,150 Buildings ​ 10 - 40 years ​ ​ 44,425 ​ ​ 43,895 Leasehold improvements (1) ​ ​ ​ ​ 1,651 ​ ​ 613 Plant equipment ​ 3 - 15 years ​ ​ 107,885 ​ ​ 88,155 Vehicles and transportation equipment ​ 3 - 5 years ​ ​ 700 ​ ​ 876 IT systems ​ 3 - 7 years ​ ​ 3,053 ​ ​ 2,453 Furniture and fixtures ​ 3 - 10 years ​ ​ 3,529 ​ ​ 2,746 Customer beverage equipment (2) ​ 3 - 5 years ​ ​ 21,930 ​ ​ 24,341 Lease right-of-use assets (3) ​ ​ ​ ​ 36 ​ ​ — Construction in progress and equipment deposits ​ ​ ​ ​ 59,947 ​ ​ 8,025 ​ ​ ​ ​ ​ 252,208 ​ ​ 180,254 Less: accumulated depreciation ​ ​ ​ ​ ( 67,002 ) ​ ​ ( 52,641 ) Property, plant and equipment, net ​ ​ ​ $ 185,206 ​ $ 127,613 1 - Leasehold improvements are amortized over the shorter of their estimated useful lives or the related lease life. 2 - Customer beverage equipment consists of brewers held on site at customer locations. 3 - Lease right-of-use assets are amortized over the shorter of the useful life of the asset or the lease term. Depreciation expense for the years ended December 31, 2022, 2021 and 2020 was $ 17.4 million, $ 18.8 million and $ 18.2 million, respectively. Assets classified as construction in progress are not depreciated, as they are not ready for production use. All assets classified as construction in progress on December 31, 2022 are expected to be in production use. Note 9. Leases We have operating leases for manufacturing and production facilities, distribution and warehousing facilities, vehicles and machinery and equipment. Some of our lease agreements have renewal options, tenant improvement allowances, rent holidays and rent escalation clauses. The remaining terms on our leases range from 1 year to 7 years , some of which may include options to extend the leases and some of which may include options to terminate the leases within 1 year . The following table summarizes the amount of right-of-use lease assets and lease liabilities included in each respective line item on the Company’s Consolidated Balance Sheets: ​ ​ ​ ​ ​ ​ ​ (Thousands) Balance Sheet Location December 31, 2022 Right-of-use operating lease assets ​ Other long-term assets ​ $ 11,090 Operating lease liabilities - current ​ Accrued expenses and other current liabilities ​ ​ 2,832 Operating lease liabilities - noncurrent ​ Other long-term liabilities ​ ​ 8,424 ​ Depending on the nature of the lease, lease costs are classified within costs of sales or selling, general and administrative expense on the Company’s Consolidated Statements of Operations. The components of lease costs are as follows: ​ ​ ​ ​ ​ ​ Year Ended (Thousands) ​ December 31, 2022 Operating lease cost ​ $ 907 Short-term lease cost ​ ​ 235 Total ​ $ 1,142 ​ 87 Table of Contents The following table presents information about the Company’s weighted average discount rate and remaining lease term: ​ ​ ​ ​ ​ December 31, 2022 Weighted-average discount rate ​ ​ 8.4 % Weighted-average remaining lease term ​ ​ 4.6 years ​ Supplemental cash flow information about the Company’s leases is as follows: ​ ​ ​ ​ ​ ​ Year Ended (Thousands) December 31, 2022 Operating cash flows from operating leases ​ $ 891 ​ Future minimum lease payments under non-cancellable operating leases as of December 31, 2022 are as follows: ​ ​ ​ ​ (Thousands) ​ ​ 2023 ​ $ 3,713 2024 ​ ​ 3,264 2025 ​ ​ 2,130 2026 ​ ​ 1,435 2027 ​ ​ 1,385 Thereafter ​ ​ 1,740 Total future minimum lease payments ​ ​ 13,667 Less: imputed interest ​ ​ ( 2,411 ) Present value of minimum lease payments ​ $ 11,256 ​ Disclosures related to periods prior to adoption of ASC 842 Rent expense for operating lease agreements under the previous lease guidance was $ 4.4 million and $ 5.7 million, for the years ended December 31, 2021 and 2020, respectively. As previously reported in our audited Consolidated Financial Statements for year ended December 31, 2021, the minimum future lease payments under the previous lease guidance as of December 31, 2021 were as follows: ​ ​ ​ ​ ​ (Thousands) ​ ​ 2022 ​ $ 4,334 2023 ​ ​ 4,332 2024 ​ ​ 4,174 2025 ​ ​ 3,286 2026 ​ ​ 2,377 Thereafter ​ ​ 4,373 Total ​ $ 22,876 ​ ​ 88 Table of Contents Note 10. Goodwill Changes in the carrying amount of goodwill occurring during the years ended December 31, 2022 and 2021 were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ Beverage ​ (Thousands) ​ Solutions ​ Total Balance at December 31, 2019 ​ ​ ​ ​ ​ ​ Goodwill ​ $ 14,616 ​ $ 14,616 Changes during the period: ​ ​ ​ ​ ​ ​ Acquisitions ​ ​ 159,320 ​ ​ 159,320 Impairments ​ ​ ( 76,883 ) ​ ​ ( 76,883 ) ​ ​ ​ 97,053 ​ ​ 97,053 Balance at December 31, 2020 ​ ​ ​ ​ ​ ​ Goodwill ​ $ 173,936 ​ $ 173,936 Accumulated impairment loss ​ ​ ( 76,883 ) ​ ​ ( 76,883 ) ​ ​ ​ 97,053 ​ ​ 97,053 Balance at December 31, 2021 ​ ​ ​ ​ ​ ​ Goodwill ​ $ 173,936 ​ $ 173,936 Accumulated impairment loss ​ ​ ( 76,883 ) ​ ​ ( 76,883 ) ​ ​ ​ 97,053 ​ ​ 97,053 Changes during the period: ​ ​ ​ ​ ​ ​ Acquisitions ​ ​ 16,946 ​ ​ 16,946 ​ ​ ​ 16,946 ​ ​ 16,946 Balance at December 31, 2022 ​ ​ ​ ​ ​ ​ Goodwill ​ $ 190,882 ​ $ 190,882 Accumulated impairment loss ​ ​ ( 76,883 ) ​ ​ ( 76,883 ) ​ ​ $ 113,999 ​ $ 113,999 ​ Note 11. Intangible Assets, Net The following table summarizes intangible assets, net as of December 31, 2022 and 2021: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2022 ​ ​ ​ ​ Accumulated ​ ​ (Thousands) Cost Amortization Net Customer relationships ​ $ 148,648 ​ $ ( 18,778 ) ​ $ 129,870 Favorable lease asset ​ ​ 710 ​ ​ ( 140 ) ​ ​ 570 Software ​ ​ 919 ​ ​ ( 473 ) ​ ​ 446 Intangible assets, net ​ $ 150,277 ​ $ ( 19,391 ) ​ $ 130,886 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2021 ​ ​ ​ ​ Accumulated ​ ​ (Thousands) Cost Amortization Net Customer relationships ​ $ 137,500 ​ $ ( 12,091 ) ​ $ 125,409 Favorable lease asset ​ ​ 220 ​ ​ ( 79 ) ​ ​ 141 Software ​ ​ 758 ​ ​ ( 394 ) ​ ​ 364 Intangible assets, net ​ $ 138,478 ​ $ ( 12,564 ) ​ $ 125,914 ​ Amortization expense of intangible assets was $ 6.8 million, $ 6.7 million and $ 5.6 million for the years ended December 31, 2022, 2021 and 2020, respectively. As of December 31, 2022, the weighted average useful life for definite-lived intangibles is approximately 20 years . 89 Table of Contents The estimated amortization expense for intangible assets subject to amortization over the next five years is: ​ ​ ​ ​ ​ (Thousands) ​ ​ 2023 ​ $ 7,588 2024 ​ ​ 7,465 2025 ​ ​ 7,287 2026 ​ ​ 7,194 2027 ​ ​ 7,194 Thereafter ​ ​ 94,158 Total ​ $ 130,886 ​ Note 12. Debt Our long-term debt as of December 31, 2022 and 2021 was as follows: ​ ​ ​ ​ ​ ​ ​ ​ (Thousands) December 31, 2022 December 31, 2021 Term loan facility ​ $ 175,000 ​ $ — Prior term loan facility ​ ​ — ​ ​ 235,668 Prior ABL facility ​ ​ — ​ ​ 51,890 International trade finance lines ​ ​ 42,905 ​ ​ 4,510 International notes payable ​ ​ 1,750 ​ ​ 3,126 Other loans ​ ​ 25 ​ ​ 25 Total debt ​ ​ 219,680 ​ ​ 295,219 Unamortized debt costs ​ ​ ( 2,769 ) ​ ​ ( 4,910 ) Current maturities of long-term debt ​ ​ ( 11,504 ) ​ ​ ( 8,735 ) Short-term debt ​ ​ ( 42,905 ) ​ ​ ( 4,510 ) Long-term debt, net ​ $ 162,502 ​ $ 277,064 ​ The following table summarizes our long-term debt payments required in each of the next five years and thereafter: ​ ​ ​ ​ ​ (Thousands) ​ ​ 2023 ​ $ 11,504 2024 ​ ​ 9,367 2025 ​ ​ 10,244 2026 ​ ​ 14,408 2027 ​ ​ 131,252 Thereafter ​ ​ — Total ​ $ 176,775 ​ Credit Agreement On August 29, 2022, the Company entered into a credit agreement (the “Credit Agreement”) among the Company, Westrock Beverage Solutions, LLC, as the borrower (the “Borrower”), Wells Fargo Bank, N.A., as administrative agent, collateral agent, and swingline lender, Wells Fargo Securities, LLC, as sustainability structuring agent, and each issuing bank and lender party thereto. The Credit Agreement includes (a) a senior secured first lien revolving credit facility in an initial aggregate principal amount of $ 175.0 million (the “Revolving Credit Facility”) and (b) a senior secured first lien term loan facility in an initial aggregate principal amount of $ 175.0 million (the “Term Loan Facility”). Proceeds from the Term Loan Facility were used for paying off existing indebtedness. The Revolving Credit Facility and the Term Loan Facility will mature on August 29, 2027. All obligations under the Credit Agreement are guaranteed by the Company and each of the Borrower’s domestic subsidiaries, which comprise our Beverage Solutions segment, and are secured by substantially all of the Company’s assets. 90 Table of Contents Borrowings under the Revolving Credit Facility and the Term Loan Facility will bear interest, at the Borrower’s option, initially at an annual rate equal to (i) Term SOFR plus a credit spread adjustment of 0.10 % for loans with an interest period of one month , 0.15 % for loans with an interest period of three months and 0.25 % for loans with an interest period of six months , as applicable, (the “Adjusted Term SOFR”) or (ii) the base rate (determined by reference to the greatest of (i) the rate of interest last quoted by The Wall Street Journal in the U.S. as the prime rate in effect, (ii) the NYFRB Rate from time to time plus 0.50 % and (iii) the Adjusted Term SOFR for a one month interest period plus 1.00 %, (the “Base Rate”)), in each case plus the Applicable Margin. The Applicable Margin ranges from 1.50 % to 2.50 % for Adjusted Term SOFR loans and from 0.50 % to 1.50 % for Base Rate loans, in each case depending on the total net leverage ratio. Commitment fees on the daily unused amount of commitments under the Revolving Credit Facility range from 0.20 % to 0.35 % depending on the total net leverage ratio. At December 31, 2022, the Revolving Credit Facility was undrawn (other than the standby letters of credit outstanding described below) and the interest rate applicable to our Term Loan Facility was 5.7 %. The Term Loan Facility requires quarterly principal payments during the first three years of approximately $ 2.2 million ( 1.25 % of the original principal balance). Quarterly payments increase to approximately $ 3.3 million and $ 4.4 million ( 1.875 % and 2.5 % of the original principal balance) during the fourth and fifth years, respectively. We incurred $ 6.0 million of financing fees in connection with the Credit Agreement. $ 3.0 million of the fees were allocated to the Term Loan Facility and are being amortized utilizing the frozen effective yield method based on the interest rate in place at the issuance of the Term Loan Facility. $ 3.0 million of the fees were allocated to the Revolving Credit Facility, are reported within other long-term assets on the Consolidated Balance Sheets and are being amortized ratably over the term of the Revolving Credit Facility. We had $ 2.6 million of standby letters of credit outstanding at December 31, 2022. The Credit Agreement contains two financial covenants requiring maintenance of a total net leverage ratio not to exceed 4.50 to 1.00, with a stepdown to 4.00 to 1.00 on the 18-month anniversary of the closing date of the Credit Agreement (with an option to increase to 4.50 to 1.00 following certain permitted acquisitions), and an interest coverage ratio of at least 1.50 to 1.00 (the “Financial Covenants”). At December 31, 2022, and the date of these financial statements, we were in compliance with the Financial Covenants. Prior Term Loan Facility On February 28, 2020, Westrock Beverage Solutions, LLC, as borrower, borrowed $ 240.0 million of term loans from various financial institutions pursuant to a loan and security agreement (the “Prior Term Loan Agreement”) (such term loans, the “Prior Term Loan Facility”). In connection with the Closing, all outstanding Prior Term Loan Facility balances were repaid, and the associated Prior Term Loan Agreement was terminated. The Company paid a $ 1.6 million early termination fee, and wrote off $ 4.0 million of unamortized deferred financing fees associated with the termination of the Prior Term Loan Facility, which are recorded within interest expense on the Consolidated Statement of Operations. Prior ABL Facility On February 28, 2020, Westrock Beverage Solutions, LLC, as borrower, entered into a loan and security agreement with Bank of America as administrative agent (the “Prior ABL Credit Agreement”) that created an asset-based loan of $ 90.0 million (the “Prior ABL Facility”). In connection with the Closing, all outstanding Prior ABL Facility balances were repaid, and the associated Prior ABL Credit Agreement was terminated. Upon termination, we wrote off $ 0.3 million of the $ 1.3 million unamortized deferred financing fees associated with the Prior ABL Facility, which are recorded within interest expense on the Consolidated Statement of Operations. The remaining unamortized deferred financing fees were allocated to the new Revolving Credit Facility and will be amortized over the life of the Revolving Credit Facility. Outstanding letters of credit under the Prior ABL Facility were replaced by letters of credit under the Credit Agreement. 91 Table of Contents International Debt and Lending Facilities Falcon maintains a working capital trade finance facility with multiple financial institutions, which prior to March 16, 2022, was agented by Brown Brothers Harriman (“BBH”), a related party of the Company through its equity interests in the Company, and was reported as short-term related party debt on the Consolidated Balance Sheets. On March 16, 2022, Falcon refinanced its working capital trade finance facility, and the facility was transferred to different lenders with the same terms as the previous facility. At the time of refinance, there was $ 49.3 million outstanding under the facility. The new facility is uncommitted and repayable on demand. Certain of Falcon’s assets with a net book amount of $ 39.8 million have been pledged as collateral against the facility as of December 31, 2022. On April 29, 2022, the facility size increased from $ 50.0 million to $ 55.0 million and subsequently, on June 16, 2022, the facility size increased to $ 62.5 million. On December 9, 2022, the facility size decreased from $ 62.5 million to $ 47.5 million and subsequently, on December 20, 2022, the facility was modified for various definitions, clauses and schedules within the facility agreement. At December 31, 2022, there was $ 36.3 million outstanding under the facility, which is recorded in short-term debt in the Consolidated Balance Sheets. Interest is payable monthly at the U.S. Prime Rate plus 2.50 %, subject to a minimum rate of 5.00 %. The facility carries an agent fee of 0.25 % of total available capital. Availability under the facility is subject to a borrowing base calculation. Falcon’s facility contains certain restrictive financial covenants which require Falcon to maintain certain levels of working capital, debt, and net worth. Falcon was in compliance with these financial covenants as of December 31, 2022, and the date of these financial statements. Westrock Coffee International, LLC, through its subsidiary Rwanda Trading Company, maintains two stock and mortgage-backed lending facilities with a local bank in Rwanda: a short-term trade finance facility with a balance of $ 6.6 million at December 31, 2022 and a long-term note payable with a balance of $ 1.8 million at December 31, 2022. Subordinated Related Party Debt On February 28, 2020, we issued $ 13.3 million of subordinated debt (the “Subordinated Notes”) to Wooster Capital, LLC (“Wooster”) and Jo Ellen Ford, related parties of the Company through their equity ownership and relation with Joe Ford, the chairman of our board of directors. The Subordinated Notes provided for maturity on the earlier of (i) six months after the Prior Term Loan Facility due in 2025 was paid in full or (ii) 10 years from the date of issuance (February 2030). Interest was payable quarterly at the end of each calendar quarter at a rate of 6 % per annum. ​ Substantially concurrently with the Closing and pursuant to the terms of their respective subscription agreements with the Company, Wooster and Jo Ellen Ford contributed their respective Subordinated Notes to the Company and in exchange for such contribution, the Company issued Common Shares to Wooster and Jo Ellen Ford. The Company issued a total of 1,330,000 Common Shares in exchange for the contribution of the Subordinated Notes, which were subsequently extinguished. ​ In connection with the Transaction, on July 14, 2022, pursuant to the terms of the subscription agreement entered into between the Company and Wooster, in which Wooster agreed to subscribe for and purchase, and the Company agreed to issue and sell to Wooster, prior to and substantially concurrently with the Closing, an aggregate of 2,150,000 Common Shares at a purchase price of $ 10.00 per share, for aggregate gross proceeds of $ 21,500,000 to the Company, Wooster pre-funded $ 11.7 million of its commitment (the “Wooster Pre-fund”) and in exchange thereof was issued a subordinated convertible note by the Company (the “Convertible Note”). The Convertible Note had a principal amount of $ 11.7 million, a maturity of one year and an interest rate of 8 % per annum which was payable quarterly on the last business day of each quarter. On August 26, 2022, in connection with the Closing, the Convertible Note automatically converted, in accordance with its terms, into 1,170,000 Common Shares. ​ 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 92 Table of Contents as-converted basis, as a single class with the holders of Common Shares and the holders of any other class or series of capital stock of Westrock then entitled to vote with the Common Shares on all matters submitted to a vote of the holders of Common Shares. ​ The initial liquidation preference of Westrock Series A Preferred Shares is $ 11.50 per share, plus any declared but unpaid dividends and subject to accretion under certain circumstances. In the event of our liquidation, dissolution or winding up, holders of Westrock Series A Preferred Shares are entitled to receive, per Westrock Series A Preferred Share, the greater of (a) the liquidation preference and (b) the amount such holder would have received had they converted their Westrock Series A Preferred Shares into Common Shares immediately prior to such liquidation event. ​ Holders of Westrock Series A Preferred Shares may voluntarily convert their Westrock Series A Preferred Shares into a whole number of Common Shares at any time at a rate equal to the quotient of (a) the liquidation preference as of the applicable conversion date, divided by (b) the conversion price as of the applicable conversion date, which is currently $ 11.50 per Westrock Series A Preferred Share, plus cash in lieu of fractional shares. The initial conversion price of $ 11.50 per Westrock Series A Preferred Share is subject to customary adjustments for the issuance of Common Shares as a dividend or distribution to the holders of Common Shares, a subdivision or combination of the Common Shares, reclassification of the Common Shares into a greater or lesser number of Common Shares, certain tender or exchange offers for the Common Shares, and issuances of Common Shares below a specified price. ​ After February 26, 2028 (i.e., the five and a half year anniversary of the Closing), any holder of Westrock Series A Preferred Shares may require Westrock to redeem all or any whole number of such holder’s Westrock Series A Preferred Shares in cash, subject to applicable law and the terms of any credit agreement or similar arrangement pursuant to which a third-party lender provides debt financing to Westrock or its subsidiaries, at a redemption price per share equal to the greater of (a) the liquidation preference and (b) the product of (i) the number of Common Shares that would have been obtained from converting one Westrock Series A Preferred Share on the redemption notice date and (ii) the simple average of the daily volume weighted average price per Common Share for the ten trading days ending on and including the trading day immediately preceding the redemption notice date. ​ At any time after February 26, 2028 (i.e., the five and a half year anniversary of the date of Closing), Westrock may redeem, ratably, in whole or, from time to time in part, the Westrock Series A Preferred Shares of any holder then outstanding at the redemption price in cash, equal to the greater of (i) the liquidation preference and (ii) the product of (x) the number of Common Shares that would have been obtained from converting one Westrock Series A Preferred Share on the date of the exercise of such call is notified by Westrock (including fractional shares for this purpose) and (y) the simple average of the daily volume weighted average price per Common Share for the ten trading days ending on and including the trading day immediately preceding the date of the exercise of such call by Westrock. The redemption price for the Westrock Series A Preferred Shares held by controlled affiliates of Brown Brothers Harriman & Co. (“BBH Investors”) may not be less than the $ 18.50 per Westrock Series A Preferred Share (subject to adjustments); provided that, Westrock may redeem such shares in such a case if it pays an incremental price per share on the redemption date to the BBH Investors equal to the difference between $ 18.50 (subject to adjustments) and the redemption price otherwise. Upon issuance, the Westrock Series A Preferred Shares were recorded on our Consolidated Balance Sheets at fair value. Subsequently, the Company will accrete changes in the redemption value from the date of issuance to the earliest redemption date (i.e., the five and a half year anniversary of the date of Closing) using the effective interest rate method. The accretion will be recorded as a deemed dividend, which adjusts retained earnings (or in the absence of retained earnings, additional paid-in capital) and earnings attributable to common shareholders in computing basic and diluted earnings per share. However, at no time will the Westrock Series A Preferred Shares be reported at a value less than its initial carrying value. For the year ended December 31, 2022 the Company recorded $ 1.3 million of accretion with respect to the Westrock Series A Preferred Shares. ​ 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 93 Table of Contents a commodity at a predetermined future date, and at a predetermined rate or price. Forward contracts are traded over the counter whereas future contracts are traded on an exchange. Option contracts are agreements to facilitate a potential transaction involving the commodity at a preset price and date. The accounting for gains and losses that result from changes in the fair values of derivative instruments depends on whether the derivatives have been designated and qualify as hedging instruments and the types of hedging relationships. Derivatives can be designated as fair value hedges, cash flow hedges or hedges of net investments in foreign operations. The changes in the fair values of derivatives that have been designated and qualify for fair value hedge accounting are recorded in the same line item in our Consolidated Statements of Operations as the changes in the fair value of the hedged items attributable to the risk being hedged. The changes in fair values of derivatives that have been designated and qualify as cash flow hedges are recorded in AOCI and are reclassified into the line item in the Consolidated Statements of Operations in which the hedged items are recorded in the same period the hedged items affect earnings. For derivatives that will be accounted for as hedging instruments, we formally designate and document, at inception, the financial instrument as a hedge of a specific underlying exposure, the risk management objective and the strategy for undertaking the hedge transaction. In addition, we formally assess both at the inception and at least quarterly thereafter, whether the financial instruments used in hedging transactions are highly effective at offsetting changes in either the fair values or cash flows of the related underlying exposures. We use cash flow hedges to minimize the variability in cash flows of assets or liabilities or forecasted transactions caused by fluctuations in commodity prices. The changes in fair values of hedges that are determined to be ineffective are immediately reclassified from AOCI into earnings. We did not discontinue any cash flow hedging relationships during the years ended December 31, 2022, 2021 or 2020. Within our Beverage Solutions segment, we have entered into coffee futures contracts to hedge our exposure to price fluctuations on green coffee associated with certain price-to-be-fixed purchase contracts, which generally range from three to twelve months in length. These derivative instruments have been designated as cash flow hedges. The objective of this hedging program is to reduce the variability of cash flows associated with future purchases of green coffee. The notional amount for the coffee futures contracts that were designated and qualified for our commodity cash flow hedging program was 29.2 million pounds and 7.9 million pounds as of December 31, 2022 and 2021, respectively. During the years ended December 31, 2022 and 2021, the Company purchased coffee futures contracts and coffee options contracts under our cash flow hedging program with aggregate notional amount of 98.6 million pounds and 105.5 million pounds, respectively. Approximately $ 13.1 million, $ 7.2 million and $ 1.7 million of net realized gains, representing the effective portion of the cash-flow hedge, were subsequently reclassified from AOCI to earnings and recognized in cost of sales in the Consolidated Statements of Operations for the years ended December 31, 2022, 2021 and 2020, respectively. As of December 31, 2022, the estimated amount of net gains reported in AOCI that is expected to be reclassified to the Consolidated Statements of Operations within the next twelve months is $ 12.3 million. Within our Sustainable Sourcing & Traceability segment, the Company’s forward sales and forward purchase contracts are for physical delivery of green coffee in a future period. While the Company considers these contracts to be effective economic hedges, the Company does not designate or account for forward sales or forward purchase contracts as hedges as defined under current accounting standards. See Note 5 for a description of the treatment of realized and unrealized gains and losses on forward sales and forward purchase contracts. 94 Table of Contents The fair value of our derivative assets and liabilities included in the Consolidated Balance Sheets are set forth below: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (Thousands) Balance Sheet Location December 31, 2022 December 31, 2021 Derivative assets designated as cash flow hedging instruments: ​ ​ ​ ​ ​ ​ ​ ​ Coffee futures contracts (1) ​ Derivative assets ​ $ — ​ $ 172 Total ​ ​ ​ $ — ​ $ 172 ​ ​ ​ ​ ​ ​ ​ ​ ​ Derivative assets not designated as cash flow hedging instruments: ​ ​ ​ ​ ​ ​ ​ ​ Forward purchase and sales contracts ​ Derivative assets ​ $ 15,053 ​ $ 13,593 Total ​ ​ ​ ​ 15,053 ​ ​ 13,593 Total derivative assets ​ ​ ​ $ 15,053 ​ $ 13,765 ​ ​ ​ ​ ​ ​ ​ ​ ​ Derivative liabilities designated as cash flow hedging instruments: ​ ​ ​ ​ ​ ​ ​ ​ Coffee futures contracts (1) ​ Derivative liabilities ​ $ 3,334 ​ $ — Total ​ ​ ​ $ 3,334 ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ Derivative liabilities not designated as cash flow hedging instruments: ​ ​ ​ ​ ​ ​ ​ ​ Forward purchase and sales contracts ​ Derivative liabilities ​ $ 4,258 ​ $ 14,021 Total ​ ​ ​ ​ 4,258 ​ ​ 14,021 Total derivative liabilities ​ ​ ​ $ 7,592 ​ $ 14,021 1 - The fair value of coffee futures excludes amounts related to margin accounts. The following table presents the pre-tax net gains and losses for our derivative instruments: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, (Thousands) Statement of Operations Location 2022 2021 2020 Derivative assets designated as cash flow hedging instruments: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net realized gains (losses) on coffee derivatives ​ Costs of sales ​ $ 13,094 ​ $ 7,197 ​ $ 1,746 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Derivative assets and liabilities not designated as cash flow hedging instruments: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net unrealized gains (losses) on forward sales and purchase contracts ​ Costs of sales ​ $ 8,828 ​ $ ( 4,799 ) ​ $ 2,176 ​ 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. 95 Table of Contents ● Level 2—Valuation is based upon inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly (i.e. interest rate and yield curves observable at commonly quoted intervals, default rates, etc.). Observable inputs include quoted prices for similar instruments in active and non-active markets. Level 2 includes those financial instruments that are valued with industry standard valuation models that incorporate inputs that are observable in the marketplace throughout the full term of the instrument or can otherwise be derived from or supported by observable market data in the marketplace. Level 2 inputs may also include insignificant adjustments to market observable inputs. ● Level 3—Valuation is based upon one or more unobservable inputs that are significant in establishing a fair value estimate. These unobservable inputs are used to the extent relevant observable inputs are not available and are developed based on the best information available. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value. The following table summarizes the fair value of financial instruments at December 31, 2022: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2022 (Thousands) ​ Level 1 ​ Level 2 ​ Level 3 ​ Total Assets: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Green coffee associated with forward contracts ​ $ — ​ $ 39,928 ​ $ — ​ $ 39,928 Forward purchase and sales contracts ​ ​ — ​ ​ 15,053 ​ ​ — ​ ​ 15,053 Total ​ $ — ​ $ 54,981 ​ $ — ​ $ 54,981 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Coffee futures contracts ​ $ 3,334 ​ $ — ​ $ — ​ $ 3,334 Forward purchase and sales contracts ​ ​ — ​ ​ 4,258 ​ ​ — ​ ​ 4,258 Westrock Public Warrants ​ ​ 27,179 ​ ​ — ​ ​ — ​ ​ 27,179 Westrock Private Warrants ​ ​ — ​ ​ — ​ ​ 28,342 ​ ​ 28,342 Total ​ $ 30,513 ​ $ 4,258 ​ $ 28,342 ​ $ 63,113 ​ The following table presents the change in the fair value of Level 3 Westrock Private Warrants liabilities: ​ ​ ​ ​ ​ ​ ​ Westrock (Thousands) Private Warrants Fair value as of January 1, 2022 ​ $ — Assumption of warrants ​ ​ 11,618 Change in fair value ​ ​ 16,724 Fair value as of December 31, 2022 ​ $ 28,342 96 Table of Contents ​ The following table summarizes the fair value of financial instruments at December 31, 2021: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2021 (Thousands) ​ Level 1 ​ Level 2 ​ Level 3 ​ Total Assets: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Green coffee associated with forward contracts ​ $ — ​ $ 47,845 ​ $ — ​ $ 47,845 Coffee futures contracts ​ ​ 172 ​ ​ — ​ ​ — ​ ​ 172 Forward purchase and sales contracts ​ ​ — ​ ​ 13,593 ​ ​ — ​ ​ 13,593 Total ​ $ 172 ​ $ 61,438 ​ $ — ​ $ 61,610 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Forward purchase and sales contracts ​ $ — ​ $ 14,021 ​ $ — ​ $ 14,021 Total ​ $ — ​ $ 14,021 ​ $ — ​ $ 14,021 ​ Coffee futures contracts and coffee options are valued based on quoted market prices. The estimated fair value for green coffee inventories associated with forward contracts and forward sales and purchase contracts are based on exchange-quoted prices, adjusted for differences in origin, quantity, quality, and future delivery period, as the exchange quoted prices represent standardized terms for the commodity. These adjustments are generally determined using broker or dealer quotes or based upon observable market transactions. As a result, green coffee associated with forward contracts and forward sales and purchase contracts are classified within Level 2 of the fair value hierarchy. Westrock Public Warrants are valued based on their quoted market price of $ 2.27 per warrant as of December 31, 2022. Westrock Private Warrants price of $ 3.83 per warrant are valued using a binomial lattice valuation model, which is considered to be a Level 3 fair value measurement. The primary unobservable inputs were as follows: ​ ​ ​ ​ ​ ​ December 31, 2022 Stock price ​ $ 13.36 Exercise price ​ ​ 11.50 Expected term (years) ​ ​ 5.00 Expected volatility ​ ​ 7.74 % Risk-free rate of return ​ ​ 3.99 % Dividend yield ​ ​ 0.00 % ​ The most significant of these primary unobservable inputs utilized in determining the fair value of the Westrock Private Warrants is the expected volatility of the stock price, which is determined by use of an option pricing model. Financial instruments consist primarily of cash, accounts receivable, accounts payable, and long-term debt. The carrying amount of cash, accounts receivable and accounts payable was estimated by management to approximate fair value due to the relatively short period of time to maturity for those instruments. On August 29, 2022, the Company entered into the Credit Agreement, which includes the Term Loan Facility and the Revolving Credit Facility. The Term Loan Facility and the Revolving Credit Facility are carried on the Consolidated Balance Sheets at amortized cost and are estimated by management to approximate fair value as of December 31, 2022. In November 2021, we amended our Prior Term Loan Agreement and our Prior ABL Credit Agreement, which comprised our material long-term debt obligations at December 31, 2021. As there was no re-pricing of those obligations in connection with the amendments, the carrying amount of these obligations was estimated by management to approximate fair value as of December 31, 2021. The Prior Term Loan Facility and the Prior ABL Facility were carried on the Consolidated Balance Sheets at amortized cost. The fair value of the Term Loan Facility, Revolving Credit Facility, Prior Term Loan Facility and the Prior ABL Facility was determined based on Level 2 inputs under the fair value hierarchy Non-financial assets and liabilities, including property, plant and equipment, goodwill, and intangible assets are measured at fair value on a non-recurring basis. No events occurred during the years ended December 31, 2022 and 2021, requiring these non-financial assets and liabilities to be subsequently recognized at fair value. During the year ended December 31, 2020, we determined that goodwill and certain intangible assets required subsequent recognition at 97 Table of Contents fair value (see Note 3). The fair value of goodwill and certain intangible assets was determined based on Level 3 inputs under the fair value hierarchy. ​ Note 16. Equity-Based Compensation The Company has implemented equity compensation programs, which are designed to attract and retain key employees while also aligning employees’ interests with the interests of our shareholders. Compensation expense for all equity-based compensation awards is based on the grant date fair value estimate. As equity-based compensation expense recognized is based on awards ultimately expected to vest, such expense is reduced for forfeitures estimated at the date of grant based on our historical experience and future expectations. Income tax benefits related to the tax deductions for share-based awards are recognized only upon settlement of the related share-based awards. Stock Options In August 2022, in connection with the Transaction, unit option awards issued under the Company’s 2020 Unit Option Incentive Plan, as amended (the “2020 Plan”), were equitably converted in accordance with the terms of the 2020 Plan and the Transaction Agreement. Each outstanding option to purchase units of Westrock Coffee Holdings, LLC, whether vested or unvested, was converted into an option to purchase Common Shares based on an exchange ratio (the “Exchange Ratio”) defined in the Transaction Agreement. The per unit exercise price of unit options was converted to a per share exercise price based on the Exchange Ratio, and with respect to performance-based options, such options converted into performance-based options to purchase Common Shares that vest once the simple average of the daily volume weighted average price per share of Common Shares for 10 trading days in any consecutive 30-day period is $ 18.50 per share. These changes were deemed to be Type I modifications under ASC 718, Compensation – Stock Compensation; however, these modifications did not result in any additional compensation expense to be recognized by the Company. As of August 26, 2022, the effective date of the Company’s 2022 Equity Incentive Plan (the “2022 Plan”), no additional awards will be granted under the 2020 Plan. The fair value of the Westrock common units underlying the options granted under the 2020 Option Plan had been determined by the Westrock board of directors, with input from management and corroboration from contemporaneous, independent third-party valuations. Given the absence of a public trading market for the Westrock common units when the options were granted under the 2020 Option Plan, and in accordance with the American Institute of Certified Public Accountants Accounting and Valuation Guide: Valuation of Privately Held Company Equity Securities Issued as Compensation (the “AICPA Practice Guide”), the Westrock board exercised reasonable judgement and considered a number of objective and subjective factors to determine the best estimate of the fair value of the Westrock common units at each grant date, including obtaining independent third-party valuations. ​ Independent third-party valuations that we utilized to estimate the fair value of the Westrock common units underlying the unit options under the 2020 Option Plan included a combination of an income approach, based on the present value of estimated future cash flows, and a market approach based on market data of comparable businesses and acquisition multiples paid in recent transactions. The discounted cash flow model reflected our assumptions regarding revenue growth rates, cost structure, economic and market trends, and other expectations around the anticipated operating results of our business. We discounted the estimated cash flows for the entity using rates that represented a market participant’s weighted average cost of capital commensurate with the underlying business operations. The market approach developed an indication of fair value by calculating average market pricing multiples of revenues and EBITDA for selected peer publicly traded companies, as well as multiples for relevant transactions that have taken place. We evaluated the weighting applied to each valuation methodology in the determination of the concluded fair value. ​ During the year ended December 31, 2022 we granted 0.3 million options to employees. One-half of the options granted vest over four years of continuous service by the employee, and one-half of the options vest once the simple average of the daily volume weighted average price per share of Common Shares for 10 trading days in any consecutive 30-day period is $ 18.50 per share (“Performance Options”), provided that the recipient is either still working for the Company at the date of such realization event or that the performance goals are achieved within one year following a qualified 98 Table of Contents termination of the recipient’s employment. All option grants have an exercise price of $ 9.54 and generally have a ten-year term prior to expiration. The fair value of the option grants is amortized to expense over the vesting period, which is generally four years . ​ The Company recognizes expense related to the options using graded vesting attribution and recognized approximately $ 0.6 million, $ 0.5 million and $ 0.4 million of expense for the years ended December 31, 2022, 2021 and 2020, respectively, which is included in selling, general and administrative expense on our Consolidated Statements of Operations. The total compensation cost of unvested options, not yet recognized, is approximately $ 0.3 million, which is to be recognized over the next four years . ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted-Average ​ ​ ​ Options Fair Value Average Life Options outstanding at December 31, 2021 ​ 3,200,071 ​ $ 0.49 ​ 8.7 years Options granted ​ 274,868 ​ $ 3.24 ​ ​ Options forfeited ​ ( 218,246 ) ​ $ 0.52 ​ ​ Options exercised ​ ( 39,344 ) ​ $ 0.53 ​ ​ Outstanding at December 31, 2022 ​ 3,217,349 ​ $ 0.72 ​ 7.8 years ​ ​ ​ ​ ​ ​ ​ ​ Exercisable at December 31, 2022 ​ 605,246 ​ $ 0.53 ​ 7.6 years ​ The aggregate intrinsic value of outstanding options was $ 12.3 million at December 31, 2022. Restricted Stock On February 28, 2020, the Company granted restricted Common Units to three key executives. In August 2022, in connection with the Transaction, each restricted Common Unit was converted into 0.1049203474320 restricted Common Shares (“RCSs”). Such RCSs carry the same rights and limitations as the Common Shares under the organizational documents of the Company, except that the RCSs are subject to vesting and forfeiture. The RCSs vest in three installments on each anniversary of the grant date. RCS expense is based on the fair value of the common units on the date of grant and is amortized over the vesting period, which is generally three years . The value of the RCSs was calculated using a combination of historic equity and implied asset volatility of 40 %, a risk-free rate of 1.14 %, and a marketability discount of 30 %. The Company recognized approximately $ 0.3 million, $ 0.8 million and $ 1.2 million in expense for the RCSs in the years ended December 31, 2022, 2021 and 2020, respectively, which is included in selling, general and administrative expense on our Consolidated Statements of Operations. Total compensation expense of unvested RCSs not yet recognized is less than $ 0.1 million and will be recognized by February 28, 2023. During the year ended December 31, 2022, 475,032 RCSs vested, resulting in the issuance of approximately 330,000 Common Shares. As of December 31, 2022, 475,032 RCSs remained outstanding. Restricted Stock Unit Awards During 2022, the Company granted 1.1 million restricted stock units (“RSUs”) in accordance with the terms of the 2022 Plan. The RSUs had a grant date fair value of $ 13.1 million, which was calculated using the closing price of the Company’s Common Shares on the applicable date of grant. The RSUs are amortized on a straight-line basis to expense over the vesting period, which is generally three years . The Company recognized approximately $ 1.7 million in expense for the RSUs in the year ended December 31, 2022, which is included in selling, general and administrative expense on our Consolidated Statements of Operations. As of December 31, 2022, there were 3.4 million shares available for future issuance under the 2022 Plan. ​ 99 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Average Fair ​ ​ RSUs ​ Market Value Outstanding at December 31, 2021 ​ — ​ $ — Granted ​ 1,145,000 ​ $ 11.49 Forfeited ​ ( 18,000 ) ​ $ 11.51 Vested ​ — ​ $ — Outstanding at December 31, 2022 ​ 1,127,000 ​ $ 11.49 ​ The aggregate intrinsic value of outstanding RSUs was approximately $ 15.1 million on December 31, 2022. Note 17. Accumulated Other Comprehensive Income (Loss) Comprehensive income (loss) includes all changes in equity during the period, except those resulting from transactions with our shareholders. Comprehensive income (loss) is comprised of net earnings and other comprehensive income (loss). Accumulated other comprehensive income (loss) reported on our consolidated balance sheets consists of foreign currency translation adjustments and other items and the unrealized gains and losses, net of applicable taxes, on derivative instruments that have been designated and qualify as cash flow hedges. Changes in accumulated other comprehensive income (loss), net of tax by component is as follows for the years ended December 31, 2022, 2021 and 2020: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, (Thousands) 2022 2021 2020 Cash flow hedge changes in fair value gain (loss): ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance at beginning of period ​ $ 11,759 ​ $ 3,581 ​ $ — Other comprehensive income (loss) before reclassifications ​ ​ ( 10,978 ) ​ ​ 18,010 ​ ​ 6,490 Amounts reclassified from accumulated comprehensive income ​ ​ ( 13,094 ) ​ ​ ( 7,197 ) ​ ​ ( 1,746 ) Tax effect ​ ​ 5,958 ​ ​ ( 2,635 ) ​ ​ ( 1,163 ) Net other comprehensive income ​ ​ ( 6,355 ) ​ ​ 11,759 ​ ​ 3,581 Less: Other comprehensive income attributable to noncontrolling interests ​ ​ — ​ ​ — ​ ​ — Balance at end of period ​ ​ ( 6,355 ) ​ ​ 11,759 ​ ​ 3,581 Foreign currency translation gain ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance at beginning of period ​ ​ 259 ​ ​ 239 ​ ​ — Other comprehensive income (loss) before reclassifications ​ ​ ( 7 ) ​ ​ 20 ​ ​ 239 Amounts reclassified from accumulated comprehensive income ​ ​ — ​ ​ — ​ ​ — Tax effect ​ ​ — ​ ​ — ​ ​ — Net other comprehensive income ​ ​ 252 ​ ​ 259 ​ ​ 239 Less: Other comprehensive income attributable to noncontrolling interests ​ ​ — ​ ​ — ​ ​ — Balance at end of period ​ ​ 252 ​ ​ 259 ​ ​ 239 Accumulated other comprehensive income (loss) at end of period ​ $ ( 6,103 ) ​ $ 12,018 ​ $ 3,820 ​ ​ 100 Table of Contents Note 18. Income Taxes U.S. and international components of income (loss) before income taxes is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, (Thousands) 2022 2021 2020 U.S. ​ ​ ( 51,607 ) ​ ​ ( 28,573 ) ​ ​ ( 147,196 ) International ​ ​ ( 3,743 ) ​ ​ 3,897 ​ ​ 786 Loss before income taxes ​ $ ( 55,350 ) ​ $ ( 24,676 ) ​ $ ( 146,410 ) ​ Income tax expense (benefit) consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, (Thousands) 2022 2021 2020 Current expense (benefit) ​ ​ ​ ​ ​ ​ ​ ​ ​ Federal ​ $ — ​ $ — ​ $ — State ​ ​ 529 ​ ​ 179 ​ ​ 201 Foreign ​ ​ 1,619 ​ ​ ( 99 ) ​ ​ 510 Total current ​ ​ 2,148 ​ ​ 80 ​ ​ 711 Deferred expense (benefit) ​ ​ ​ ​ ​ ​ ​ ​ ​ Federal ​ ​ 173 ​ ​ ( 4,617 ) ​ ​ ( 15,230 ) State ​ ​ 81 ​ ​ ( 901 ) ​ ​ ( 3,003 ) Foreign ​ ​ ( 2,291 ) ​ ​ 2,070 ​ ​ ( 23 ) Total deferred ​ ​ ( 2,037 ) ​ ​ ( 3,448 ) ​ ​ ( 18,256 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Income tax expense (benefit) ​ $ 111 ​ $ ( 3,368 ) ​ $ ( 17,545 ) ​ A reconciliation of income tax expense (benefit) to the federal statutory rate is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, (Thousands) 2022 2021 2020 Income tax expense (benefit) at US statutory income tax rate ​ $ ( 11,624 ) ​ $ ( 5,182 ) ​ $ ( 30,746 ) State income tax expense (benefit), net of federal benefit ​ ​ ( 1,507 ) ​ ​ ( 773 ) ​ ​ ( 2,844 ) Foreign rate differential ​ ​ ( 15 ) ​ ​ ( 304 ) ​ ​ ( 179 ) Change in fair value of warrants ​ ​ 6,232 ​ ​ — ​ ​ — Goodwill impairment ​ ​ — ​ ​ — ​ ​ 16,624 Global intangible low-taxed income ("GILTI") inclusion ​ ​ — ​ ​ 1,095 ​ ​ 22 Transaction costs ​ ​ — ​ ​ 260 ​ ​ 507 Other permanent differences ​ ​ 323 ​ ​ 78 ​ ​ 136 Step-up on C Corp conversion ​ ​ — ​ ​ — ​ ​ ( 1,578 ) Change in valuation allowance ​ ​ 7,319 ​ ​ 632 ​ ​ 513 Provision to return adjustments ​ ​ ( 320 ) ​ ​ ( 166 ) ​ ​ — Effect of change in foreign tax rates ​ ​ ( 552 ) ​ ​ 1,181 ​ ​ — Other ​ ​ 255 ​ ​ ( 189 ) ​ ​ — Income tax expense (benefit) ​ $ 111 ​ $ ( 3,368 ) ​ $ ( 17,545 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Effective tax rate ​ ​ ( 0.20 %) ​ ​ 13.6 % ​ ​ 12.0 % ​ 101 Table of Contents Deferred income tax assets and liabilities were recognized on temporary differences between the financial and tax basis of existing assets and liabilities as follows: ​ ​ ​ ​ ​ ​ ​ ​ (Thousands) December 31, 2022 December 31, 2021 Deferred tax assets ​ ​ ​ ​ ​ ​ Liabilities and reserves ​ $ 2,300 ​ $ 3,501 Interest limitation ​ ​ 16,256 ​ ​ 8,884 Net operating losses ​ ​ 13,483 ​ ​ 8,850 Transaction expenses ​ ​ 206 ​ ​ 79 Inventories ​ ​ 1,449 ​ ​ — Stock compensation ​ ​ 794 ​ ​ — Derivatives ​ ​ 552 ​ ​ — Operating lease liabilities ​ ​ 2,430 ​ ​ — Other ​ ​ 269 ​ ​ 711 Total ​ ​ 37,739 ​ ​ 22,025 Valuation allowance ​ ​ ( 8,464 ) ​ ​ ( 1,145 ) Total deferred tax assets, net ​ $ 29,275 ​ $ 20,880 Deferred tax liabilities ​ ​ ​ ​ ​ ​ Property, plant and equipment ​ $ ( 13,334 ) ​ $ ( 10,581 ) Intangible assets ​ ​ ( 27,358 ) ​ ​ ( 29,221 ) Derivatives ​ ​ — ​ ​ ( 4,451 ) Inventories ​ ​ — ​ ​ ( 2,035 ) Right-of-use assets ​ ​ ( 2,403 ) ​ ​ — Other ​ ​ ( 535 ) ​ ​ ( 107 ) Total ​ ​ ( 43,630 ) ​ ​ ( 46,395 ) Net deferred tax liability ​ $ ( 14,355 ) ​ $ ( 25,515 ) ​ We establish a valuation allowance to reduce deferred tax assets if, based on the weight of the available evidence, both positive and negative, for each respective tax jurisdiction, it is more likely than not that some portion or all of the deferred tax assets will not be realized. A valuation allowance related to domestic deferred tax assets of $ 6.9 million was recorded, of which $ 5.5 million was against a portion of the Company’s Section 163(j) interest limitation carryforward, and the remainder was against certain state net operating losses as of December 31, 2022. There was no such valuation allowance against domestic deferred tax assets as of December 31, 2021. A valuation allowance related to foreign deferred tax assets of $ 1.6 million and $ 1.1 million was recorded against certain foreign net operating losses as of December 31, 2022 and 2021, respectively. The amount of deferred tax assets considered realizable could be adjusted in the near term, resulting in an increase to the valuation allowance, if estimates of future taxable income during the carryforward period are reduced. Activity in the valuation allowance is as follows: ​ ​ ​ ​ ​ ​ ​ ​ (Thousands) December 31, 2022 December 31, 2021 Beginning balance ​ $ 1,145 ​ $ 513 Additions ​ ​ 7,319 ​ ​ 632 Ending Balance ​ $ 8,464 ​ $ 1,145 ​ As of December 31, 2022, the Company had federal net operating loss carryforwards of approximately $ 42.9 million which do not expire. As of December 31, 2022, the Company had post-apportionment state net operating loss carryforwards of approximately $ 38.5 million which begin to expire in 2031. As of December 31, 2022, the Company had foreign net operating loss carryforwards of approximately $ 5.9 million which begin to expire in 2026. As of December 31, 2022 and 2021, the Company’s reserve for uncertain tax positions was $ 0.1 million and includes potential interest and penalties, which are recorded as a component of income tax expense (benefit). The Company does not expect any significant changes to unrecognized tax benefits within the next twelve months. 102 Table of Contents As a result of the U.S. Tax Cuts and Jobs Act of 2017, or the Tax Act, our accumulated foreign earnings have been subjected to U.S. tax. Moreover, all future foreign earnings will be subject to a new territorial tax system and dividends received deduction regime in the U.S. As of December 31, 2022, undistributed earnings of certain foreign subsidiaries of approximately $ 8.9 million are intended to be permanently reinvested outside the U.S. Accordingly, no provision for foreign withholding tax or state income taxes associated with a distribution of these earnings has been made. Determination of the amount of the unrecognized deferred tax liability on these unremitted earnings is not practicable. ​ We are subject to taxation in the United States and various states and foreign jurisdictions, including the United Kingdom. As of December 31, 2022, we have no tax years under examination by the IRS, and there are currently no state or foreign income tax examinations in process. The Company is subject to United States federal income tax examinations for years after 2018 and to state and foreign income tax examinations for years after 2017. ​ Note 19. Earnings per Share Prior to the Conversion, the Company’s ownership interests consisted of two classes of equity units, referred to as Common Units and Common Equivalent Preferred Units (“CEP Units”), which have been retroactively adjusted as shares reflecting the conversion ratios discussed in Note 4. Prior to the Conversion, the dilutive effect of CEP Units was calculated by using the “if-converted” method. This assumed an add-back of dividends on the CEP Units to net income attributable to shareholders as if the securities were converted to common shares at the beginning of the reporting period (or at the time of issuance, if later), and the resulting common shares were included in the number of weighted-average units outstanding. The dilutive effect of Westrock Series A Preferred Shares is calculated using the if-converted method, which assumes that add-back any accretion on preferred shares to net income attributable to shareholders as if the securities were converted to common shares at the beginning of the reporting period (or at the time of issuance, if later), and the resulting common shares were included in the number of weighted-average units outstanding. The dilutive effect of time-based option awards and RSUs is calculated using the treasury stock method, while performance-based awards are treated as contingently issuable. The following potentially dilutive securities were excluded from the computation of diluted shares because their inclusion would have an anti-dilutive effect due to our reported loss. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, (Thousands) 2022 2021 2020 Warrants ​ ​ 19,373 ​ ​ — ​ ​ — Restricted stock ​ ​ 1,602 ​ ​ 950 ​ ​ 1,425 Options ​ ​ 3,217 ​ ​ 3,200 ​ ​ 2,531 If-converted securities ​ ​ 23,588 ​ ​ 25,092 ​ ​ 23,308 103 Table of Contents ​ The following table sets forth the computation of basic and diluted earnings per share under the two-class method. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, (Thousands, except per share data) 2022 2021 2020 Diluted Earnings per Common Share ​ ​ ​ ​ ​ ​ ​ ​ ​ Numerator: ​ ​ ​ ​ ​ ​ ​ ​ ​ Net loss attributable to common shareholders - basic ​ $ ( 77,633 ) ​ $ ( 46,155 ) ​ $ ( 147,684 ) Effect of non-participating securities ​ ​ — ​ ​ — ​ ​ — Net loss attributable to common shareholders - diluted ​ $ ( 77,633 ) ​ $ ( 46,155 ) ​ $ ( 147,684 ) Denominator: ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted-average common shares outstanding - basic ​ ​ 48,444 ​ ​ 34,472 ​ ​ 34,202 Impact of if-converted securities ​ ​ — ​ ​ — ​ ​ — Effect of other dilutive securities ​ ​ — ​ ​ — ​ ​ — Weighted-average common shares outstanding - diluted ​ ​ 48,444 ​ ​ 34,472 ​ ​ 34,202 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Dilutive loss per common share ​ $ ( 1.60 ) ​ $ ( 1.34 ) ​ $ ( 4.32 ) ​ Note 20. Segment Information Our two operating segments are evaluated using Adjusted EBITDA as a segment operating metric. Management evaluates the performance of each segment using Adjusted EBITDA, which is a segment performance measure we define as net income determined in accordance with GAAP, before interest expense, provision for income taxes, depreciation and amortization, equity-based compensation expense and the impact, which may be recurring in nature, of acquisition, transaction and integrations costs, including management services and consulting agreements entered into in connection with the acquisition of S&D, impairment charges, changes in the fair value of warrant liabilities, non-cash mark-to-market adjustments, certain costs specifically excluded from the calculation of EBITDA under our material debt agreements, such as facility start-up costs, and other similar or infrequent items (although we may not have had such charges in the periods presented). 104 Table of Contents Selected financial data related to our segments is presented below: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, 2022 ​ ​ ​ Sustainable ​ ​ Total of ​ ​ Beverage ​ Sourcing & ​ Intersegment ​ Reportable (Thousands) ​ Solutions ​ Traceability ​ Revenues ​ Segments Net sales ​ $ 685,303 ​ $ 207,579 ​ $ ( 25,010 ) ​ $ 867,872 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Adjusted EBITDA ​ ​ 53,951 ​ ​ 6,102 ​ ​ n/a ​ ​ 60,053 Less: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest expense, net ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 35,497 Income tax expense ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 111 Depreciation and amortization ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 24,210 Acquisition, restructuring and integration expense ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 13,169 Change in fair value of warrants ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 29,675 Management and consulting fees (S&D acquisition) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 3,868 Equity-based compensation ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2,631 Mark-to-market adjustments ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 3,502 Loss (gain) on disposal of property, plant and equipment ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 935 Other ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 1,916 Net loss ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $ ( 55,461 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Capital expenditures ​ $ 63,158 ​ $ 103 ​ ​ n/a ​ $ 63,261 Total assets ​ ​ 658,814 ​ ​ 87,399 ​ ​ n/a ​ ​ 746,213 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, 2021 ​ ​ ​ Sustainable ​ ​ Total of ​ ​ Beverage ​ Sourcing & ​ Intersegment ​ Reportable (Thousands) ​ Solutions ​ Traceability ​ Revenues ​ Segments Net sales ​ $ 551,013 ​ $ 170,035 ​ $ ( 22,904 ) ​ $ 698,144 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Adjusted EBITDA ​ ​ 41,468 ​ ​ 5,706 ​ ​ n/a ​ ​ 47,174 Less: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest expense, net ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 32,549 Income tax benefit ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 3,368 ) Depreciation and amortization ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 25,501 Acquisition, restructuring and integration expense ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 8,835 Management and consulting fees (S&D acquisition) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 6,382 Equity-based compensation ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 1,223 Mark-to-market adjustments ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 3,585 ) Loss (gain) on disposal of property, plant and equipment ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 243 Other ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 702 Net loss ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $ ( 21,308 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Capital expenditures ​ $ 24,501 ​ $ 614 ​ ​ n/a ​ $ 25,115 Total assets ​ ​ 510,751 ​ ​ 82,269 ​ ​ n/a ​ ​ 593,020 ​ 105 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, 2020 ​ ​ ​ Sustainable ​ ​ Total of ​ ​ Beverage ​ Sourcing & ​ Intersegment ​ Reportable (Thousands) ​ Solutions ​ Traceability ​ Revenues ​ Segments Net sales ​ $ 424,906 ​ $ 150,577 ​ $ ( 24,637 ) ​ $ 550,846 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Adjusted EBITDA ​ ​ 28,802 ​ ​ 4,793 ​ ​ n/a ​ ​ 33,595 Less: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest expense, net ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 25,229 Income tax benefit ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 17,545 ) Depreciation and amortization ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 23,838 Acquisition, restructuring and integration expense ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 22,355 Management and consulting fees (S&D acquisition) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 5,317 Equity-based compensation ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 1,553 Impairment charges ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 82,083 Inventory write-offs ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 5,432 Mark-to-market adjustments ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 217 ) Loss (gain) on disposal of property, plant and equipment ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 7,750 Other ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 6,665 Net loss ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $ ( 128,865 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Capital expenditures ​ $ 18,944 ​ $ 528 ​ ​ n/a ​ $ 19,472 Total assets ​ ​ 488,577 ​ ​ 59,563 ​ ​ n/a ​ ​ 548,140 ​ Approximately 100 % of our long-lived assets were located in the United States as of December 31, 2022. ​ Note 21. Commitments and Contingencies We are subject to various claims and legal proceedings with respect to matters such as governmental regulations, and other actions arising out of the normal course of business. Management believes that the resolution of these matters will not have a material adverse effect on our financial position, results of operations, or cash flow. We have future purchase obligations of $ 184.2 million as of December 31, 2022 that consist of commitments for the purchase of inventory over the next 12 months. These obligations represent the minimum contractual obligations expected under the normal course of business. ​ In addition, at December 31, 2022 we had an obligation to repurchase $ 14.6 million of inventory associated with repurchase agreements in which the Company’s Sustainable Sourcing & Traceability segment has sold inventory to a third party and from whom the Company’s Beverage Solutions segment has an obligation to repurchase. The liability for these obligations is recorded within accrued expenses and other current liabilities on the Company’s Consolidated Balance Sheet. ​ Note 22. Related Party Transactions The company transacts with certain entities or persons that have ownership in the Company, and/or for which our co-founder and Chief Executive Officer Scott Ford, our co-founder and Chairman, Joe Ford, or close family members of the Fords, have ownership interests in. As such, these persons and entities are deemed related parties. In connection with the acquisition of S&D on February 28, 2020, certain affiliates of BBH were issued CEP Units, at which time BBH became a related party. 106 Table of Contents The consolidated financial statements reflect the following transactions with related parties: ​ ​ ​ ​ ​ ​ ​ ​ (Thousands) December 31, 2022 December 31, 2021 Short-term related party debt: ​ ​ ​ ​ ​ ​ Brown Brothers Harriman (1) ​ $ — ​ $ 34,199 ​ ​ ​ ​ ​ ​ ​ Subordinated related party debt: ​ ​ ​ ​ ​ ​ Wooster Capital (2) ​ ​ — ​ ​ 9,800 Jo Ellen Ford (1) ​ ​ — ​ ​ 3,500 ​ ​ ​ — ​ ​ — Total ​ $ — ​ $ 13,300 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ (Thousands) 2022 2021 2020 Interest expense, net: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Brown Brothers Harriman (1) ​ $ 541 ​ $ 1,393 ​ $ 1,509 ​ Wooster Capital (2) ​ ​ 503 ​ ​ 599 ​ ​ 498 ​ Jo Ellen Ford (1) ​ ​ 139 ​ ​ 214 ​ ​ 178 ​ Westrock Finance, LLC (2) ​ ​ — ​ ​ 423 ​ ​ 460 ​ Total ​ $ 1,183 ​ $ 2,629 ​ $ 2,645 ​ 1 – Related through common ownership. 2 – Related through common ownership and management. In connection with the acquisition of S&D in February 2020, the Company entered into a Management Services Agreement with Westrock Group, LLC (“Westrock Group”), which expired February 2023. Under the terms of the agreement, Westrock Group will be paid $ 10.0 million in return for financial, managerial, operational, and strategic services. The associated expense is recorded within selling, general and administrative expense in our Consolidated Statements of Operations. During each year ended December 31, 2022, 2021 and 2020, the Company recognized $ 3.3 million, $ 3.3 million and $ 2.8 million, respectively, of such expenses. In addition, the Company reimburses Westrock Group for the usage of a corporate aircraft, and its portion of shared office space. For the years ended December 31, 2022, 2021 and 2020, the Company incurred expenses of $ 0.9 million, $ 0.8 million and $ 1.5 million, respectively, for such items, which are recorded in selling, general and administrative expenses on our Consolidated Statements of Operations. At December 31, 2022, we had no amounts payable to Westrock Group. ​ Note 23. Subsequent Events On February 14, 2023, the Company entered into an Incremental Assumption Agreement and Amendment No. 1 (the “Amendment”) to its Credit Agreement, which establishes a new class of incremental term loan commitments in the form of a senior secured delayed draw term loan credit facility (the “Delayed Draw Term Loan Facility”) in the aggregate principal amount of $ 50.0 million, proceeds of which may be used to fund capital expenditures related to our extract and ready-to-drink facility in Conway, Arkansas, or for general corporate purposes. ​ The interest rates under the Delayed Draw Term Loan Facility are the same as the interest rates with respect to the initial term loans under the existing Term Loan Facility, and the commitment fees applying to the unused portion of the Delayed Draw Term Loan Facility are the same as the commitment fees with respect to the Revolving Credit Facility. Any delayed draw term loan funded under the Delayed Draw Term Loan Facility will mature on August 29, 2027. As of the date of this Annual Report on Form 10-K, no borrowings have been made under the Delayed Draw Term Loan Facility. ​ On February 28, 2023, the Company completed the acquisition of Bixby Roasting Co. (“Bixby”), a specialty-grade roaster that is a leader in the emerging influencer-led brand space. The acquisition allows Westrock to continue to expand its product marketing and development resources as it capitalizes on shifting consumer consumption trends. The acquisiton includes Bixby’s roasting facility in Los Angeles, California. Aggregate consideration paid for Bixby 107 Table of Contents included 39,778 shares of common stock of the Company, par value $ 0.01 per share, and approximately $ 2.2 million in cash, subject to customary adjustments. Due to the timing of the acquisition, the initial accounting for the acquisition is incomplete. As such, we are not able to disclose certain information relating to the acquisition, including the preliminary fair value of assets acquired and liabilities assumed. ​ On March 21, 2023, the Company entered into a $ 70 million working capital trade finance facility with multiple financial institutions through its subsidiary, Falcon. The facility replaces Falcon’s existing working capital trade finance facility. The new facility is uncommitted and repayable on demand, with certain of Falcon’s assets pledged as collateral against the facility. The new facility will mature one year from inception. Borrowings under the new facility will bear interest at the borrower’s option at a rate equal to i) Term SOFR plus a margin of 4.00 % plus a liquidity premium set by the lender at the time of borrowing or ii) the Base Rate (determined by reference to the greatest of i) the Prime Rate at such time, ii) ½ of 1% in excess of the Federal Funds Effective Rate at such time, and iii) Term SOFR for a one-month tenor in effect at such time plus 1 %. ​ Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure ​ None. ​