Related Party Transactions

3 Months Ended

Mar. 31, 2024

Related Party Transactions

Related Party Transactions

Note 21. Related Party Transactions

In February 2024, the Company sold and issued Convertible Notes to Westrock Group, LLC (a holder of more than 5% of the outstanding Common Shares and affiliate of Scott Ford, the Company’s Chief Executive Officer and a member of the board of directors of the Company, “Westrock Group”), Wooster Capital, LLC (an affiliate of Joe Ford, chairman of the board of directors) and HF Direct Investments Pool, LLC (a holder of more than 10% of the outstanding Common Shares), each a related party.

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

(Thousands)	March 31, 2024		December 31, 2023
Accrued expenses and other current liabilities
Westrock Group	$	125	$	—
Wooster Capital		31		—
HF Direct Investment Pool, LLC		156		—
Total	$	312	$	—

(Thousands)	March 31, 2024		December 31, 2023
Convertible notes payable - related party, net:
Westrock Group	$	20,000	$	—
Wooster Capital		5,000		—
HF Direct Investment Pool, LLC		25,000		—
Total		50,000		—
Unamortized debt costs		(346)		—
Total	$	49,654	$	—

	Three Months Ended March 31,
(Thousands)	2024		2023
Interest expense:
Westrock Group	$	125	$	—
Wooster Capital		31		—
HF Direct Investment Pool, LLC		156		—
Total	$	312	$	—

In connection with the acquisition of S&D Coffee, Inc. in February 2020, the Company entered into a Management Services Agreement with Westrock Group, whose controlling manager and controlling member, Greenbrier Holdings,

LLC, is owned and controlled by our co-founder and Chief Executive Officer Scott Ford. Under the terms of the agreement, which expired in February 2023, Westrock Group was paid $10.0 million in return for financial, managerial, operational, and strategic services. The associated expense is recorded within selling, general and administrative expense in our Condensed Consolidated Statements of Operations. The Company recognized $0.6 million of such expenses during the three months ended March 31, 2023 and no such expenses during the three months ended March 31, 2024. In addition, the Company reimburses Westrock Group for the usage of a corporate aircraft, and its portion of shared administrative expenses. For the three months ended March 31, 2024 and 2023, the Company recognized expenses of $0.3 million and $0.3 million, respectively, for such items, which are recorded in selling, general and administrative expenses in our Condensed Consolidated Statements of Operations. At March 31, 2024 and December 31, 2023, we had $0.1 million and $0.2 million payable to Westrock Group, respectively, related to such items.