Related Party Transactions

12 Months Ended

Dec. 31, 2024

Related Party Transactions

Related Party Transactions

Note 22. Related Party Transactions

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

In February 2024, the Company sold and issued Convertible Notes to Westrock Group, LLC (an 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)	December 31, 2024		December 31, 2023
Accrued expenses and other current liabilities
Westrock Group	$	383	$	159
Wooster Capital		96		—
HF Direct Investment Pool, LLC		479		—
Total	$	958	$	159

(Thousands)	December 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		(294)		—
Total	$	49,706	$	—

	Year Ended December 31,
(Thousands)	2024		2023		2022
Interest expense:
Westrock Group	$	889	$	—	$	—
Wooster Capital		222		—		503
HF Direct Investment Pool, LLC		1,111		—		—
Brown Brothers Harriman		—		—		541
Jo Ellen Ford		—		—		139
Total	$	2,222	$	—	$	1,183

In connection with the acquisition of S&D Coffee, Inc. in February 2020, the Company entered into a Management Services Agreement with Westrock Group, whose controlling manager and controlling member, Greenbrier Holdings, LLC, is owned and controlled by our co-founder and Chief Executive Officer Scott Ford. Under the terms of the agreement, which expired in February 2023, Westrock Group was paid $10.0 million in return for financial, managerial, operational, and strategic services. The associated expense is recorded within selling, general and administrative expense in our Consolidated Statements of Operations. The Company recognized no such expenses during the year ended December 31, 2024. For the years ended December 31, 2023 and 2022, the Company recognized $0.6 million and $3.3 million, respectively, of such expenses. In addition, the Company reimburses Westrock Group for the usage of a corporate aircraft, and its portion of shared administrative expense. For the years ended December 31, 2024, 2023 and 2022, the Company incurred expenses of $0.9 million, $1.5 million and $0.9 million, respectively, for such items, which are recorded in selling, general and administrative expense on our Consolidated Statements of Operations. At December 31, 2024, we had $0.1 million payable to Westrock Group.