0001104659-22-101266 | S-1 | XBRL Viewer

Summary of Significant Accounting Policies

Note 3. Summary of Significant Accounting Policies

Accounts Receivable and Allowance for Credit Losses

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

Activity in the allowance for credit losses was as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
(Thousands)	2022		2021		2022		2021
Balance at beginning of period	$	3,011	$	4,005	$	3,749	$	3,977
Charged to selling, general and administrative expense		25		56		922		100
Write-offs		(644)		(395)		(2,279)		(411)
Total	$	2,392	$	3,666	$	2,392	$	3,666

Inventories

Green coffee associated with our forward contracts is recorded at net realizable value, which approximates market price, within our Sustainable Sourcing & Traceability segment, consistent with our forward purchase contracts recorded at fair value in accordance with ASC 815, Derivatives and Hedging (“ASC 815”). Green coffee is a commodity with quoted market prices in active markets, may be sold without significant further processing, has predictable and insignificant disposal costs and is available for immediate delivery. We estimate the fair value of green coffee based on the quoted market price at the end of each reporting period, with changes in fair value being reported as a component of costs of sales in our Condensed Consolidated Statements of Operations.

Recently issued accounting pronouncements

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

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

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

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

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

Key estimates and judgements include the following:

(i)

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

(ii)

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

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

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

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

Note 3. Summary of Significant Accounting Policies

Use of Estimates

The preparation of financial statements, in accordance with U.S. GAAP, requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and disclosure of contingent assets and liabilities. The estimates and assumptions used in the accompanying consolidated financial statements are based upon management’s evaluation of the relevant facts and circumstances as of the date of the consolidated financial statements. Actual results may differ from the estimates and assumptions used in preparing the accompanying consolidated financial statements.

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 (see Notes 3 and Note 10), 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 a policy, the Company does not offset the value of its derivative assets by the amount of cash held in margin accounts (see Note 20).

The total cash and cash equivalents and restricted cash presented on the Consolidated Statements of Cash flows is as follows:


	Year Ended		Year Ended
(Thousands)	December 31, 2021		December 31, 2020
Cash and cash equivalents	$	19,344	$	16,890
Restricted cash		3,526		1,762
Total	$	22,870	$	18,652

Accounts Receivable and Allowance for Credit Losses

Activity in the allowance for credit losses was as follows:


	Year Ended		Year Ended
(Thousands)	December 31, 2021		December 31, 2020
Balance at beginning of period	$	3,977	$	606
Charged to selling, general and administrative expense		439		4,452
Write-offs and adjustments		(667)		(1,081)
Total	$	3,749	$	3,977

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.

Green coffee associated with our forward contracts is recorded at market price within our Sustainable Sourcing & Traceability segment (Note 18), 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 and may be sold without significant further processing. 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 forward contract and other cost of sales in our Consolidated Statements of Operations.

As a result of the closure of the acquired S&D Direct-Store-Delivery business in June 2020, as described in Intangible Assets below, we wrote-off $5.4 million of inventory during the year ended December 31, 2020.

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 expenses and is determined using the straight-line method over the estimated useful lives 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. We recognized a loss on disposal of property, plant and equipment of $7.8 million for the year ended December 31, 2020, of which, approximately $5.8 million related to the equipment associated with the acquired S&D Direct-Store-Delivery business in June 2020, as described in Intangible Assets below.

Goodwill

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, 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. Unless circumstances otherwise dictate, the annual impairment test is performed as of October 1.

We estimate the fair value of our reporting units 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.

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.

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 the quantitative goodwill impairment test proves to be an accurate prediction of future results. Key assumptions include our expected revenue and expense growth rates, levels of capital expenditures, and cost 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.

For the years ended December 31, 2021 and 2020, no impairment charges were recognized as a result of our annual impairment test completed during the fourth quarter of each year.

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, which are consistent with the Company’s goodwill reporting units. 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. We reviewed property, plant and equipment for impairment in connection with our interim goodwill impairment analysis during the second quarter of 2020. For the years ended December 31, 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, 2021, our intangible assets subject to amortization, net of accumulated amortization were $125.9 million. 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, 2021 and 2020, no impairment losses were recognized related to intangible assets subject to amortization.

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 impairment charge of $5.2 million for the year ended December 31, 2020.

Debt Costs

Debt financing fees consist primarily of loan origination fees and restructuring fees incurred in connection with our asset-based lending facility, term loan, and international entity borrowings (see Note 13). Fees related to the issuance of long-term debt are capitalized and amortized to interest expense over the term of the debt using the straight-line method, which approximates the effective interest method. The unamortized amount is presented as a reduction of long-term debt on the Consolidated Balance Sheets. Fees related to the ABL Facility refinancing are amortized using the straight-line method and are included in other long-term assets, net in the accompanying Consolidated Balance Sheets. Amortization of deferred debt issuance costs are included in interest expense in the Consolidated Statements of Operations.

Derivatives

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

For coffee-related derivative instruments designated as cash flow hedges, the change in fair value of the derivative is reported as accumulated other comprehensive income (loss) (“AOCI”) and subsequently reclassified into product costs of sales in the period or periods when the hedged transaction affects earnings. Due to the high degree of effectiveness between the hedging instruments and the underlying exposures being hedged, fluctuations in the value of the derivative instruments are generally offset by changes in the fair values of the cash flows of the underlying exposures being hedged. The changes in fair values of derivatives that were not designated and/or did not qualify as hedging instruments are immediately recognized in earnings. See Note 20.

Revenue Recognition

The Company’s revenues consist 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 (see Note 4). 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 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.

Cost of Sales

We record costs associated with the manufacturing of our products in cost of sales. 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 cost of sales. 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 on our Consolidated Statements of Operations. All other costs incurred in shipment of products from our production facilities to customer locations are reflected in cost of sales. Shipping and handling costs included in selling, general and administrative expense were $19.9 million and $15.9 million, for the years ended December 31, 2021 and 2020, respectively. Finished goods inventory costs include the cost 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 expenses, 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 expenses. For the years ended December 31, 2021 and 2020, advertising expenses were approximately $2.9 million and $2.7 million, respectively.

Equity-Based Compensation

We have determined that our equity-based awards, which include unit options and restricted common unit awards, qualify as equity classified awards, which are measured based on the fair value of the award on the date of the grant. See Note 7.

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 accumulated other comprehensive income.

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 currently enacted income tax rates. The Company’s foreign subsidiaries file income tax returns and are subject to tax provisions in their respective foreign tax jurisdictions.

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

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

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

Business Combinations

The Company accounts for business combinations under the acquisition method of accounting. The purchase price of each business acquired is allocated to the tangible and intangible assets acquired and the liabilities assumed based on information regarding their respective fair values on the date of acquisition. Any excess of the purchase price over the fair value of the separately identifiable assets acquired and the liabilities assumed is allocated to goodwill. The fair value of the acquired assets and liabilities 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, cost 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. Equity interests not owned by us are reflected as noncontrolling interests. In the Consolidated Statements of Operations, we allocate net loss attributable to non-controlling interest to arrive at net loss attributable to unitholders 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.

A liability is recognized and measured at its fair value for one-time termination benefits once the plan of termination is communicated to affected employees and it meets all of the following criteria: (i) management commits to a plan of termination, (ii) the plan identifies the number of employees to be terminated and their job classifications or functions, locations and the expected completion date, (iii) the plan establishes the terms of the benefit arrangement and (iv) it is unlikely that significant changes to the plan will be made or the plan will be withdrawn. Contract termination costs include costs to terminate a contract or costs that will continue to be incurred under the contract without benefit to the Company. A liability is recognized and measured at its fair value when the Company either terminates the contract or ceases using the rights conveyed by the contract.

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 withing acquisition, restructuring and integration expense on the Consolidated Statement of Operations. As of December 31, 2021, we had no restructuring liabilities outstanding.

Recently issued accounting pronouncements

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

In February 2016, the FASB issued Update 2016-02 that requires that a lessee recognize the assets and liabilities that arise from operating leases. A lessee should recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. Similarly, lessors are required to classify leases as sales-type, finance or operating with classification affecting the pattern of income recognition. Classification for both lessees and lessors is based on an assessment of whether risks and rewards as well as substantive control have been transferred through a lease contract. In transition, lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. We adopted ASU 2016-02 on January 1, 2022 and expect a gross-up on our Consolidated Balance Sheet as a result of recognizing lease liabilities and right-of-use assets of approximately $17 million. The Company does not anticipate material changes to the recognition of operating lease expense in its Consolidated Statements of Operations.

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 FASB issued ASU 2020-06, which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity. ASU 2020-06 (1) 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; (2) 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 (3) 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.

Update ASU 2020-04 — Reference Rate Reform (Topic 848) and Update ASU 2021-01 — Reference Rate Reform (Topic 848): Scope

In March 2020, the FASB issued guidance which provides optional expedients and exceptions to account for contracts, hedging relationships and other transactions that reference London Inter-Bank Offered Rate (“LIBOR”) or any other reference rates expected to be discontinued because of reference rate reform. This guidance is effective as of March 12, 2020 through December 31, 2022 and may be applied prospectively to contract modifications made and hedging relationships entered into or evaluated on or before December 31, 2022. The Company has not adopted any of the optional expedients or exceptions through December 31, 2021 but will continue to evaluate the possible adoption of any such expedients or exceptions during the effective period as circumstances evolve.

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 No. 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 that this standard will have a material impact on our consolidated financial statements.

Revenue

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Revenue

Revenue

Note 4. Revenue

Revenue from Contracts with Customers (ASC 606)

We measure revenue based on the consideration specified in the client arrangement, and revenue is recognized when the performance obligations in the client arrangement are satisfied in accordance with ASC 606, Revenue from Contracts with Customers (“ASC 606”). Our principal source of revenue is from the procurement, trade, manufacture, and distribution of coffee, tea, flavors, extracts and ingredients to customers in the United States, Europe, and Asia.

The transaction price of a contract, net of discounts and expected returns, is allocated to each distinct performance obligation based on the relative standalone selling price of the obligation and is recognized as revenue when the performance obligation is satisfied. The standalone selling price is the estimated price we would charge for the good or service in a separate transaction with similar customers in similar circumstances. Identifying distinct performance obligations and determining the standalone selling price for each performance obligation within a contract requires management judgment.

Substantially all our client contracts require that we be compensated for services performed to date. This is upon shipment of goods or upon delivery to the customer, depending on contractual terms. Shipping and handling costs paid by the customer to us are included in revenue and costs incurred by us for shipping and handling activities that are performed after a customer obtains control of the product are accounted for as fulfillment costs. In addition, we exclude from net revenue and cost of sales taxes assessed by governmental authorities on revenue-producing transactions. Although we occasionally accept returns of products from our customers, historically returns have not been material.

Revenue from Forward Contracts (ASC 815)

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

Revenues from forward sales contracts are recognized for the contractually stated amount when the contracts are settled. Settlement generally occurs upon shipment or delivery of the product when title and risks and rewards of ownership transfers to the customer. Prior to settlement, these forward sales contracts are recognized at fair value with the unrealized gains or losses recorded within costs of sales in our Condensed Consolidated Statements of Operations. For the three and six months ended June 30, 2022, we recorded $0.3 million and $7.2 million of net unrealized gains, respectively, within costs of sales. For the three and six months ended June 30, 2021, we recorded $3.0 million and $0.6 million of net unrealized losses, respectively, within costs of sales.

For the three and six months ended June 30, 2022, the Company recognized $52.4 million and $90.5 million in revenues under ASC 815, respectively, and for the three and six months ended June 30, 2021, the Company recognized $36.5 million and $63.9 million in revenues under ASC 815, respectively, which are reported within the Company’s Sustainable Sourcing & Traceability segment.

Contract Estimates

The nature of the Company’s contracts give rise to variable consideration including cash discounts, volume-based rebates, point of sale promotions, and other promotional discounts to certain customers. For all promotional programs and discounts, the Company estimates the rebate or discount that will be granted to the customer and records an accrual upon invoicing. These estimated rebates or discounts are included in the transaction price of the Company’s contracts with customers as a reduction to net revenues and are included as accrued sales incentives in accrued expenses and other current liabilities in the Condensed Consolidated Balance Sheets. Accrued sales incentives were $1.7 million and $1.9 million at June 30, 2022 and December 31, 2021.

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

Contract Balances

Contract balances relate primarily to advances received from the Company’s customers before revenue is recognized. The Company does not have any material contract liabilities as of June 30, 2022 or December 31, 2021. Receivables from contracts with customers are included in accounts receivable, net on the Company’s Condensed Consolidated Balance Sheets. At June 30, 2022 and December 31, 2021, accounts receivable, net included $98.1 million and $89.0 million in receivables from contracts with customers, respectively.

Contract acquisition costs for obtaining contracts that are deemed recoverable are capitalized as contract costs. Such costs result from the payment of sales incentives and are amortized over the contract life. As of June 30, 2022 and December 31, 2021, no costs were capitalized as all arrangements were less than a year.

Disaggregated Revenue

In general, the Company’s business segmentation is aligned according to the nature and economic characteristics of its products and customer relationships and provides meaningful disaggregation of each business segment’s results of operations.

Further disaggregation of revenues from sales to external customers by type are presented below:


	Three Months Ended June 30,				Six Months Ended June 30,
(Thousands)	2022		2021		2022		2021
Coffee & tea	$	140,614	$	108,725	$	262,296	$	211,609
Flavors, extracts & ingredients		29,397		24,607		55,063		47,335
Other		854		1,073		1,867		2,724
Green coffee		52,548		36,739		90,615		64,807
Net sales	$	223,413	$	171,144	$	409,841	$	326,475

Note 4. Revenue

Revenue from Contracts with Customers (ASC 606)

We measure revenue based on the consideration specified in the client arrangement, and revenue is recognized when the performance obligations in the client arrangement are satisfied. 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.

Revenue from Forward Contracts (ASC 815)

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

Revenues from commodity contracts are recognized in revenues for the contractually stated amount when the contracts are settled. Settlement generally occurs upon shipment or delivery of the product when title and risks and rewards of ownership transfers to the customer. Prior to settlement, these forward sales contracts are recognized at fair value with the unrealized gains or losses recorded within forward contract and other cost of sales on our Consolidated Statements of Operations. For the years ended December 31, 2021 and 2020, we recorded $4.8 million of net unrealized losses and $2.2 million of net unrealized gains, respectively, within forward contract and other costs of sales.

For the years ended December 31, 2021 and 2020, the Company recognized $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 $1.9 million at December 31, 2021 and $3.1 million at December 31, 2020.

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, 2021 or 2020. Receivables from contracts with customers are included in accounts receivable, net on the Company’s Consolidated Balance Sheets. At December 31, 2021 and 2020, accounts receivable, net included $89.0 million and $69.5 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, 2021 and 2020, no costs were capitalized as all arrangements were less than a year.

Contract assets, primarily deferred promotional incentives paid to customers, totaled $0.5 million at December 31, 2021 and $1.3 million at December 31, 2020, 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 year ended December 31, 2021 was $0.3 million and $1.3 million for the year ended December 31, 2020, and are included in revenues in our Consolidated Statements of Operations.

Concentration of Customers

For the year ended December 31, 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 (see Note 18) accounted for approximately 10% of our net revenues.

Disaggregated Revenue

Further disaggregation of product revenues recognized under ASC 606 to external customers by product type and geographic area based on customer location is as follows:


	Year Ended		Year Ended
(Thousands)	December 31, 2021		December 31, 2020
Coffee & tea	$	445,466	$	344,919
Flavors, extracts & ingredients		98,850		72,460
Other		6,697		7,527
Total product revenues	$	551,013	$	424,906


	Year Ended		Year Ended
(Thousands)	December 31, 2021		December 31, 2020
United States	$	547,201	$	421,670
All other countries		3,812		3,236
Total product revenues	$	551,013	$	424,906

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-URI https://asc.fasb.org/topic&trid=49130388

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 10
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130551-203045

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130556-203045

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-SubTopic 10
-Section 50
-Paragraph 9
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130550-203045

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-SubTopic 10
-Section 50
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Paragraph 12
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 15
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130558-203045

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Inventories

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Note 5. Inventories

The following table summarizes inventories as of June 30, 2022 and December 31, 2021:


(Thousands)	June 30, 2022		December 31, 2021
Raw materials	$	55,887	$	45,079
Finished goods		21,955		14,895
Green coffee		77,481		49,192
Total inventories	$	155,323	$	109,166

Green coffee inventories represent green coffee held for re-sale. At June 30, 2022 and December 31, 2021, all green coffee held for resale was included within our Sustainable Sourcing & Traceability segment.

Note 8. Inventories

The following table summarizes inventories as of December 31, 2021 and 2020:


(Thousands)	December 31, 2021		December 31, 2020
Raw materials	$	45,079	$	39,838
Finished goods		14,895		14,577
Green coffee		49,192		29,962
Total inventories	$	109,166	$	84,377

Green coffee inventories represents green coffee held for re-sale. At December 31, 2021 and 2020, all green coffee held for resale was included within our Sustainable Sourcing & Traceability segment.

Property, Plant and Equipment, Net

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Property, Plant and Equipment, Net

Note 6. Property, Plant and Equipment, Net

The following table summarizes property, plant and equipment, net:


(Thousands)	Depreciable Lives	June 30, 2022		December 31, 2021
Land		$	9,123	$	9,150
Buildings	10 – 40 years		44,082		43,895
Leasehold improvements⁽¹⁾			786		613
Plant equipment	3 – 15 years		89,951		88,155
Vehicles and transportation equipment	3 – 5 years		799		876
IT systems	3 – 7 years		2,454		2,453
Furniture and fixtures	3 – 10 years		2,929		2,746
Customer beverage equipment⁽²⁾	3 – 5 years		23,184		24,341
Lease right-of-use assets⁽³⁾			10		—
Construction in progress and equipment deposits			18,066		8,025
			191,384		180,254
Less: accumulated depreciation			(59,582)		(52,641)
Property, plant and equipment, net		$	131,802	$	127,613

(1)	Leasehold improvements are amortized over the shorter of their estimated useful lives or the related lease life.

(2)	Customer beverage equipment consists of brewers held on site at customer locations.

(3)	Lease right-of-use assets are amortized over the shorter of the useful life of the asset or the lease term.

Depreciation expense for the three and six months ended June 30, 2022 was $4.3 million and $8.5 million, respectively, and depreciation expense for the three and six months ended June 30, 2021 was $4.4 million and $9.0 million, respectively. Assets classified as construction in progress and equipment deposits are not depreciated, as they are not ready for production use. All assets classified as construction in progress and equipment deposits at June 30, 2022 are expected to be in production use.

Note 9. Property, Plant and Equipment, Net

The following table summarizes property, plant and equipment, net as of December 31, 2021 and 2020:


(Thousands)	Depreciable Lives	December 31, 2021		December 31, 2020
Land		$	9,150	$	8,010
Buildings	10 – 40 years		43,895		35,028
Leasehold improvements⁽¹⁾			613		399
Plant equipment	3 – 15 years		88,155		74,363
Vehicles and transportation equipment	3 – 5 years		876		910
IT systems	3 – 7 years		2,453		2,195
Furniture and fixtures	3 – 10 years		2,746		2,318
Customer beverage equipment⁽²⁾	3 – 5 years		24,341		26,507
Construction in progress and equipment deposits			8,025		13,372
			180,254		163,102
Less: accumulated depreciation			(52,641)		(36,828)
Property, plant and equipment, net		$	127,613	$	126,274

(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.

Depreciation expense for the years ended December 31, 2021 and 2020 was $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, 2021 are expected to be in production use.

Goodwill

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Goodwill.

Goodwill

Note 7. Goodwill

The following table reflects the carrying amount of goodwill:


	Beverage
(Thousands)	Solutions		Total
Goodwill	$	173,936	$	173,936
Accumulated impairment loss		(76,883)		(76,883)
Balance at June 30, 2022, net	$	97,053	$	97,053

Note 10. Goodwill

Changes in the carrying amount of goodwill occurring during the years ended December 31, 2021 and 2020 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 (Note 3)		(76,883)		(76,883)
Balance at December 31, 2020, net		97,053		97,053
Goodwill		173,936		173,936
Accumulated impairment loss		(76,883)		(76,883)
Balance at December 31, 2021, net	$	97,053	$	97,053

Intangible Assets, Net

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Intangible Assets, Net

Note 8. Intangible Assets, Net

The following table summarizes intangible assets, net as of June 30, 2022 and December 31, 2021:


	June 30, 2022
			Accumulated
(Thousands)	Cost		Amortization		Net
Customer relationships	$	137,500	$	(15,388)	$	122,112
Favorable lease asset		220		(101)		119
Software		805		(471)		334
Intangible assets, net	$	138,525	$	(15,960)	$	122,565


	December 31, 2021
			Accumulated
(Thousands)	Cost		Amortization		Net
Customer relationships	$	137,500	$	(12,091)	$	125,409
Favorable lease asset		220		(79)		141
Software		758		(394)		364
Intangible assets, net	$	138,478	$	(12,564)	$	125,914

Amortization expense of intangible assets was $1.7 million and $3.4 million for the three and six months ended June 30, 2022, respectively, and amortization expense of intangible assets was $1.7 million and $3.3 million for the three and six months ended June 30, 2021, respectively. As of June 30, 2022, the weighted average useful life for definite-lived intangibles is approximately 20 years.

Note 11. Intangible Assets, Net

The following table summarizes intangible assets, net as of December 31, 2021 and 2020:


	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


	December 31, 2020
			Accumulated
(Thousands)	Cost		Amortization		Net
Customer relationships	$	137,500	$	(5,496)	$	132,004
Favorable lease asset		220		(36)		184
Software		436		(285)		151
Intangible assets, net	$	138,156	$	(5,817)	$	132,339

Amortization expense of intangible assets was $6.7 million and $5.6 million for the years ended December 31, 2021 and 2020, respectively. As of December 31, 2021, the weighted average useful life for definite-lived intangibles is approximately 20 years.

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


(Thousands)
2022	$	6,808
2023		6,712
2024		6,681
2025		6,616
2026		6,606
Thereafter		92,491
Total	$	125,914

Leases

6 Months Ended

Jun. 30, 2022

Leases

Leases

Note 9. Leases

We have operating leases for manufacturing and production facilities, warehouse facilities, vehicles and machinery and equipment. The remaining non-cancelable terms on our leases range from 1 year to 22 years, some of which may include options to extend the leases generally between 1 and 10 years, and some of which may include options to terminate the leases within 1 year. We do not have any leases with material residual value guarantees or restrictive covenants.

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


(Thousands)	Balance Sheet Location	June 30, 2022
Right-of-use operating lease assets	Other long-term assets	$	11,260
Operating lease liabilities – current	Accrued expenses and other current liabilities		2,382
Operating lease liabilities – noncurrent	Other long-term liabilities		8,873

Depending on the nature of the lease, lease costs are classified within costs of sales or selling, general and administrative expense on the Company’s Condensed Consolidated Statements of Operations. The components of lease costs are as follow:


(Thousands)	Three Months Ended June 30, 2022		Six Months Ended June 30, 2022
Operating lease cost	$	842	$	1,771
Short-term lease cost		224		478
Total	$	1,066	$	2,249

The following table presents information about the Company’s weighted average discount rate and remaining lease term:


	June 30, 2022
Weighted-average discount rate		8.5%
Weighted-average remaining lease term		5.2 years

Supplemental cash flow information about the Company’s leases is as follows:


(Thousands)	Six Months Ended June 30, 2022
Operating cash flows from operating leases	$	806

Finance lease assets are recorded in property, plant and equipment, net with the corresponding lease liabilities included in accrued expenses and other current liabilities and long-term debt, net on the Condensed Consolidated Balance Sheets. There were no material finance leases as of June 30, 2022.

Future minimum lease payments under non-cancellable operating leases as of June 30, 2022 are as follows:


(Thousands)
Remainder of 2022	$	1,633
2023		3,121
2024		2,743
2025		2,075
2026		1,439
Thereafter		3,125
Total future minimum lease payments		14,136
Less: imputed interest		(2,881)
Present value of minimum lease payments	$	11,255

Disclosures related to periods prior to adoption of ASC 842

Rent expense for operating lease agreements under the previous lease guidance was $1.1 million and $2.2 million for the three and six months ended June 30, 2021, respectively.

As previously reported in our audited Consolidated Financial Statements for year ended December 31, 2021, the minimum future lease payments under the previous lease guidance as of December 31, 2021 were as follows:


(Thousands)
2022	$	4,334
2023		4,332
2024		4,174
2025		3,286
2026		2,377
Thereafter		4,373
Total	$	22,876

Debt

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Debt

Debt

Note 10. Debt

Our long-term debt was as follows:


(Thousands)	June 30, 2022		December 31, 2021
Term loan	$	232,961	$	235,668
ABL facility		72,842		51,890
International trade finance lines		67,871		4,510
International notes payable		3,516		3,126
Other loans		7		25
Total debt		377,197		295,219
Unamortized debt costs		(4,125)		(4,910)
Current maturities of long-term debt		(8,157)		(8,735)
Short-term debt		(67,871)		(4,510)
Long-term debt, net	$	297,044	$	277,064

Prior Term Loan Facility

On February 28, 2020, WBS, as borrower, borrowed $240.0 million of term loans from various financial institutions pursuant to a loan and security agreement (the “Prior Term Loan Agreement”) (such term loans, the “Prior Term Loan Facility”). The Prior Term Loan Facility, which was secured by substantially all the assets of WBS, accrued interest quarterly, at the borrower’s option, at the LIBOR or Prime Rate plus an Applicable Margin, as such terms were defined in the Prior Term Loan Agreement, that corresponded to our total leverage ratio at the end of each quarter. All outstanding loans during the period presented accrued interest at the LIBOR Rate, and the interest rate on the Prior Term Loan Facility was 9.75% on June 30, 2022.

The outstanding Prior Term Loan Facility also carried a Payment-in-Kind (“PIK”) interest rate of 0.25% that accrued to the outstanding balance quarterly as long as the Run-Rate EBITDA, as such term is defined in the Prior Term Loan Agreement, was under certain defined thresholds. For the three and six months ended June 30, 2022, $0.1 million and $0.3 million of PIK interest was accrued, respectively. For the three and six months ended June 30, 2021, $0.4 million and $1.0 million of PIK interest was accrued, respectively.

Principal payments on the Prior Term Loan Facility were due quarterly, in the amount of 0.625% of the original principal beginning June 30, 2021, 0.9375% of the original principal beginning June 30, 2023, and 1.25% of the original principal balance beginning June 30, 2024 through maturity.

We incurred $5.6 million of financing fees in connection with the issuance of the Prior Term Loan Facility. The financing fees were being amortized using the straight-line method, which is approximate to the effective interest method, over a period of five years, which represents the term to maturity of the Prior Term Loan Facility.

On July 13, 2022, the Company entered into Amendment No. 6 to the Prior Term Loan Agreement (the “Sixth Term Loan Amendment”) to permit the Wooster Pre-fund, as defined in Note 18. The Sixth Term Loan Amendment included the following modifications: (i) permitting the incurrence of subordinated debt from Wooster in the form of the Convertible Note, as defined in Note 18; (ii) extending the PIK interest period to December 31, 2022; (iii) amending the definitions of EBITDA, Fixed Charge Coverage Ratio and Total Debt (which excludes the Convertible Note); and (iv) amending the level of the Minimum Liquidity covenant that the Company is required to comply with. The definition of EBITDA was modified to increase the cap on add-backs for the quarter ended June 30, 2022 and the quarter ended September 30, 2022 from 15% of EBITDA to 20% of EBITDA. The Wooster Pre-fund, together with the Sixth Term Loan Amendment, allowed the Company to meet increased capital expenditure and working capital needs of the business and to remain in compliance with its financial covenants as of June 30, 2022.

In connection with the closing of the Transaction, all outstanding Prior Term Loan Facility balances were repaid, and the associated Prior Term Loan Agreement was terminated. See Note 18 for additional disclosures related to the new credit agreement.

Prior ABL Facility

On February 28, 2020, WBS, as borrower, entered into a credit agreement with Bank of America as administrative agent (the “Prior ABL Credit Agreement”) that created an asset-based loan of $90.0 million (the “Prior ABL Facility”). Proceeds from the Prior ABL Facility could be used for any lawful corporate purposes, including working capital. Depending on the loan type, interest accrued, at the borrower’s option, at the LIBOR or Base Rate plus an Applicable Margin, as such terms were defined in the Prior ABL Credit Agreement. The Applicable Margin ranged from 1.50% to 3.00% for LIBOR Rate loans and 0.50% to 2.00% for Base Rate loans.

We incurred related financing fees of $2.6 million which were capitalized and reported within other long-term assets on our Condensed Consolidated Balance Sheets and were being amortized using the straight-line method over the duration of the amended Prior ABL Facility.

As of June 30, 2022, our total availability under the Prior ABL Facility was $14.5 million, which was based on our borrowing base (accounts receivables and inventory as of May 31, 2022). As of June 30, 2022, we had $72.8 million of outstanding borrowings under the Prior ABL Facility and $2.7 million of outstanding letters of credit. The Prior ABL Facility carried a commitment fee on any of the unused commitment of 0.375% per annum. The weighted average effective interest rate on our outstanding borrowings was 5.8% on June 30, 2022.

On July 13, 2022, the Company entered into Amendment No. 4 to the Prior ABL Credit Agreement, which included the following modifications: (i) permitting the incurrence of the Wooster Pre-fund, as defined in Note 18, and (ii) amending the definitions of EBITDA, Fixed Charge Coverage Ratio and Total Debt (which excludes the Convertible Note, as defined in Note 18). The definition of EBITDA was modified to increase the cap on add-backs for the quarter ended June 30, 2022 and the quarter ended September 30, 2022 from 15% of EBITDA to 20% of EBITDA.

In connection with the closing of the Transaction, all outstanding Prior ABL Facility balances were repaid, and the associated Prior ABL Credit Agreement was terminated. Outstanding letters of credit will be replaced by letters of credit under the new credit agreement entered into in connection with the Transaction. See Note 18 for additional disclosures related to the new credit agreement.

Covenant Compliance

The respective loan and security agreements, as amended, governing the Prior ABL Facility and the Prior Term Loan Facility each contain a number of covenants and restrictions, including covenants that limit our and certain of our subsidiaries’ ability, subject to certain exceptions and qualifications, to (i) pay dividends or make distributions, repurchase equity securities, prepay subordinated debt or make certain investments, (ii) incur additional debt or issue certain disqualified stock or preferred stock, (iii) create or incur liens on assets securing indebtedness, (iv) merge or consolidate with another company or sell all or substantially all of our assets taken as a whole, (v) enter into transactions with affiliates, and (vi) sell assets. The covenants and restrictions are substantially similar across both credit facilities. As of June 30, 2022, and the Closing, we were in compliance with covenants under both the Prior Term Loan Facility and Prior ABL Facility. As of August 29, 2022, upon termination of the Prior Term Loan Facility and Prior ABL Facility, the Company is no longer subject to the covenants and restrictions under these agreements.

Under the terms of the Credit Agreement entered into on August 29, 2022, beginning on September 30, 2022, the Company will be subject to a number of covenants and restrictions, including a maximum net leverage ratio and minimum interest coverage ratio, each as defined in the Credit Agreement.

International Debt and Lending Facilities

At June 30, 2022, Westrock Coffee International, LLC, an Arkansas limited liability company and wholly owned subsidiary of the Company, through its subsidiary Falcon Coffees Limited (“Falcon”) had a $1.6 million promissory note payable with responsAbility SICAV (Lux), split into two tranches. Proceeds from the note are restricted for the sole purpose of financing Falcon’s trading activities. The note was amended in January 2022 to adjust the maturity of certain tranches, and to re-set interest rates. Borrowings on the note bear interest at a fixed rate of 9.5% for both the $0.9 million tranche and the $0.7 million tranche maturing on September 30, 2022 and December 31, 2022, respectively. Westrock Coffee International, LLC, through its subsidiary Rwanda Trading Company, maintains two mortgage-backed lending facilities with a local bank in Rwanda: a short-term trade finance facility with a balance of $8.9 million at June 30, 2022 and a long-term note payable with a balance of $1.9 million at June 30, 2022.

Falcon maintains a working capital trade finance facility with multiple financial institutions, which prior to March 16, 2022, was agented by Brown Brothers Harriman (“BBH”), a related party of the Company through its equity interests in the Company, and was reported as short-term related party debt on the Condensed Consolidated Balance Sheets. On March 16, 2022, Falcon refinanced its working capital trade finance facility, and the facility was transferred to different lenders with the same terms as the previous facility. At the time of refinance, there was $49.3 million outstanding under the facility. The new facility is uncommitted, repayable on demand and secured by Falcon’s assets. The facility is renewable on an annual basis beginning in March 2023. On April 29, 2022, the facility size increased from $50 million to $55 million and subsequently, on June 16, 2022, the facility size increased to $62.5 million. At June 30, 2022, there was $52.0 million outstanding under the facility, which is recorded in short-term debt in the Condensed Consolidated Balance Sheets. Interest is payable monthly at the U.S. Prime Rate plus 1.50%, subject to a minimum rate of 5.00%. The facility carries an agent fee of 0.25% of total available capital. Availability under the facility is subject to a borrowing base calculation. The credit facility is secured by substantially all liquid assets of Falcon. Falcon’s facility contains certain restrictive financial covenants which require Falcon to maintain certain levels of working capital, debt, and net worth. Falcon was in compliance with these financial covenants as of June 30, 2022.

Subordinated Related Party Debt

On February 28, 2020, we issued $13.3 million of subordinated debt (the “Subordinated Notes”) to Wooster Capital, LLC (“Wooster”) and Jo Ellen Ford, related parties of the Company through their equity ownership and relation with Joe Ford, the chairman of our board of directors. The Subordinated Notes provided for maturity on the earlier of (i) six months after the Prior Term Loan Facility due in 2025 is paid in full or (ii) 10 years from the date of issuance (February 2030). Interest was payable quarterly at the end of each calendar quarter at a rate of 6% per annum.

Substantially concurrently with the closing of the Transaction and pursuant to the terms of their respective subscription agreements with the Company, Wooster and Jo Ellen Ford contributed their respective Subordinated Notes to the Company and in exchange for such contribution, the Company issued shares of common stock, par value $0.01 per share, of the Company (“Common Stock”) to Wooster and Jo Ellen Ford. The Company issued a total of 1,330,000 shares of Common Stock in exchange for the contribution of the Subordinated Notes, which were subsequently extinguished.

Note 13. Debt

Our long-term debt as of December 31, 2021 and 2020 was as follows:


(Thousands)	December 31, 2021		December 31, 2020
Term loan	$	235,668	$	238,990
ABL facility		51,890		39,757
International trade finance lines		4,510		6,447
International notes payable		3,126		3,321
Other loans		25		103
Total debt		295,219		288,618
Unamortized debt costs		(4,910)		(4,800)
Current maturities of long-term debt		(8,735)		(6,108)
Short-term debt		(4,510)		(6,447)
Long-term debt, net	$	277,064	$	271,263

The debt payments required in each of the next five years and thereafter are as follows:


(Thousands)
2022	$	13,245
2023		8,473
2024		11,444
2025		262,057
2026		—
Thereafter		—
Total	$	295,219

Term Loan due in 2025

On February 28, 2020, Westrock Coffee Company, LLC, as borrower, borrowed $240.0 million of term loans from various financial institutions pursuant to a loan and security agreement (the “Term Loan Agreement”) that terminates on February 28, 2025 (such term loans, the “Term Loan”). The Term Loan, which is secured by substantially all the assets of WCC, accrues interest quarterly, at the borrower’s option, at the LIBOR or Prime rate plus an Applicable Margin, as such terms are defined in the Term Loan Agreement, that corresponds to our total leverage ratio at the end of each quarter. All outstanding loans currently accrue interest at the LIBOR Rate, and the interest rate on such Term Loans was 9.75% at December 31, 2021.

The outstanding Term Loan also carries a Payment-in-Kind (“PIK”) interest rate of 0.75% through June 30, 2021, with a step down to 0.25% thereafter that accrues to the outstanding balance quarterly as long as the Run-Rate EBITDA, as such term is defined in the Term Loan Agreement, is under certain defined thresholds. For the years ended December 31, 2021 and 2020, $1.8 million and $0.8 million of PIK interest was accrued, respectively.

Principal payments on the Term Loan are due quarterly, in the amount of 0.25% of the original principal beginning June 30, 2020, 0.625% of the original principal beginning June 30, 2021, 0.9375% of the original principal beginning June 30, 2023, and 1.25% of the original principal balance beginning June 30, 2024 through maturity.

We incurred $5.6 million of financing fees in connection with the issuance of the Term Loan. The financing fees are being amortized using the straight-line method, which is approximate to the effective interest method, over a period of five years, which represents the term to maturity of the Term Loan.

On February 5, 2021 and February 26, 2021, we amended the Term Loan Agreement to include, among other things: (i) a waiver to provide interim period financial statements within the timeframe originally provided; (ii) the definitions of Applicable Margin, EBITDA, Liquidity, PIK Interest, Run Rate EBITDA; (iii) increased qualified cash that may be netted against debt for certain covenant calculations from $10 million to $15 million; (iv) added requirements to deliver a calculation of liquidity, cash flow forecast, sales report, and variance analysis with management commentary weekly; (v) increased the number of Lender Meetings from two times per Fiscal Year to no more than one time each month until December 31, 2021; (vi) included a cap on maximum Capital Expenditures until June 30, 2021; (vii) amended applicable periods and application ratios for Fixed Charge Coverage Ratio and Total Leverage Ratio (applied retrospectively to the December 31, 2020 calculations); and (viii) added a minimum Liquidity financial covenant until the quarter ending September 30, 2021.

On November 22, 2021, the Company entered into Amendment No. 5 to the Term Loan Agreement (the “Fifth Term Loan Amendment”), which (i) delayed the application of our Fixed Charge Coverage Ratio until the quarter ended September 30, 2022, amended the limits of our Total Leverage Ratio, Maximum Capital Expenditures covenant and the Minimum Liquidity covenant; (ii) reduced the PIK interest rate to 0.25%; and (iii) required a capital call agreement that can be called if the Company is not in compliance with the applicable covenants at June 30, 2022. Proceeds from any capital call will be required to be used to pay down debt.

US Asset-Based Lending Facility

On February 28, 2020, Westrock Coffee Company, LLC, as borrower, entered into a credit agreement with Bank of America as Administrative Agent that created an asset-based loan of $90.0 million (the “ABL Facility”). The ABL Credit Agreement has subsequently been amended by Amendment No. 1, dated September 30, 2020. Proceeds from the ABL Facility may be used for lawful corporate purposes, including working capital. The ABL Facility terminates on the earlier of (i) February 28, 2025 and (ii) ninety-one days prior to the maturity of the Term Loan. Depending on the loan type, interest accrues, at the borrower’s option, at the LIBOR or Base Rate plus an Applicable Margin, as such terms are defined in the loan and security agreement governing the ABL Facility. The Applicable Margin ranges from 1.50% to 3.00% for LIBOR Rate loans, and 0.50% to 2.00% for Base Rate loans.

We incurred related financing fees of $2.6 million which were capitalized and reported within other long-term assets on our Consolidated Balance Sheets and are being amortized using the straight-line method over the duration of the amended ABL Facility.

As of December 31, 2021, our total availability under the ABL Facility was $35.4 million, which was based on our borrowing base (accounts receivables and inventory as of November 30, 2021). As of December 31, 2021, we had $51.9 million of outstanding borrowings under the ABL Facility and $2.7 million of letters of credit. The ABL Facility carries a commitment fee on any of the unused commitment of 0.375% per annum. The weighted average effective interest rate on our outstanding borrowings was 4.1% at December 31, 2021.

Covenant Compliance

The respective loan and security agreements, as amended, governing the ABL Facility and the Term Loan each contain a number of covenants and restrictions, including covenants that limit our and certain of our subsidiaries’ ability, subject to certain exceptions and qualifications, to (i) pay dividends or make distributions, repurchase equity securities, prepay subordinated debt or make certain investments, (ii) incur additional debt or issue certain disqualified stock or preferred stock, (iii) create or incur liens on assets securing indebtedness, (iv) merge or consolidate with another company or sell all or substantially all of our assets taken as a whole, (v) enter into transactions with affiliates, and (vi) sell assets. The covenants and restrictions are substantially similar across both credit facilities. As of December 31, 2021, and the date of these financial statements, we were in compliance with covenants under both the Term Loan and ABL Facility.

International Debt and Lending Facilities

At December 31, 2021, Westrock Coffee International, LLC, through its subsidiary Falcon Coffees Limited (“Falcon”) had a $2.5 million promissory note payable with responsAbility SICAV (Lux), split into three tranches. Proceeds from the note are restricted for the sole purpose of financing Falcon’s trading activities. The note was amended in January 2022 to adjust the maturity of certain tranches, and to re-set interest rates. Borrowings on the note bear interest at a fixed rate of 10.25% for the $0.9 million tranche maturing on June 30, 2022, and 9.5% on the tranches of $0.9 million and $0.7 million maturing on September 30, 2022 and December 31, 2022, respectively. Westrock Coffee International, LLC, through its subsidiary Rwanda Trading Company, maintains two mortgage-backed lending facilities with a local bank in Rwanda: a short-term trade finance facility with a balance of $4.5 million at December 31, 2021 and a long-term note payable with a balance of $0.6 million at December 31, 2021.

Related Party Debt

Falcon maintains a working capital trade finance facility with multiple financial institutions agented by Brown Brothers Harriman (“BBH”), a related party through common ownership. The facility was originally scheduled to mature December 31, 2021, but has been amended to extend the maturity to March 31, 2022 while the Company finalizes its refinancing of this arrangement. At December 31, 2021, there was $34.2 million outstanding under the facility, which is recorded in short-term related party borrowing in the Consolidated Financial Statements. Interest is payable monthly at the U.S. Prime Rate plus 1.50%, subject to a minimum rate of 5.00%. The facility carries an agent fee of 0.25% of total available capital. Availability under the facility is subject to a borrowing base calculation. The credit facility is secured by substantially all liquid assets of Falcon. Falcon’s facility with BBH 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, 2021.

On February 28, 2020, we issued $13.3 million of subordinated debt (the “Subordinated Notes”) to Wooster Capital, LLC (“Wooster”) and Jo Ellen Ford. The Subordinated Notes will mature on the earlier of i) six months after the Term Loan due in 2025 is paid in full or ii) 10 years from the date of issuance (February 2030). Interest is payable quarterly at the end of each calendar quarter at a rate of 6% per annum. The proceeds of the Subordinated Notes were used to fund a portion of the purchase price of the acquisition of S&D and to pay related fees and expenses.

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

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Derivatives

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Derivatives

Note 11. Derivatives

We record all derivatives, whether designated in a hedging relationship or not, at fair value on the Condensed Consolidated Balance Sheets. We use various types of derivative instruments including, but not limited to, forward contracts, futures contracts, and options contracts for certain commodities. Forward and futures contracts are agreements to buy or sell a quantity of a commodity at a predetermined future date, and at a predetermined rate or price. Forward contracts are traded over the counter whereas future contracts are traded on an exchange. Option contracts are agreements to facilitate a potential transaction involving the commodity at a preset price and date.

The accounting for gains and losses that result from changes in the fair values of derivative instruments depends on whether the derivatives have been designated and qualify as hedging instruments and the types of hedging relationships. Derivatives can be designated as fair value hedges, cash flow hedges or hedges of net investments in foreign operations. The changes in the fair values of derivatives that have not been designated and for which hedge accounting is not applied, are recorded in the same line item in our Condensed Consolidated Statements of Operations as the changes in the fair value of the hedged items attributable to the risk being hedged. The changes in fair values of derivatives that have been designated and qualify as cash flow hedges are recorded in accumulated other comprehensive income (“AOCI”) and are reclassified into the line item in the Condensed Consolidated Statements of Operations in which the hedged items are recorded in the same period the hedged items affect earnings.

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

We use cash flow hedges to minimize the variability in cash flows of assets or liabilities or forecasted transactions caused by fluctuations in commodity prices. The changes in fair values of hedges that are determined to be ineffective are immediately reclassified from AOCI into earnings. We did not discontinue any cash flow hedging relationships during the six months ended June 30, 2022 or 2021.

Within our Beverage Solutions segment, we have entered into coffee futures and options contracts to hedge our exposure to price fluctuations on green coffee associated with certain price-to-be-fixed purchase contracts, which generally range from three to twelve months in length. These derivative instruments have been designated and qualified as a part of our commodity cash flow hedging program. The objective of this hedging program is to reduce the variability of cash flows associated with future purchases of green coffee.

The notional amount for the coffee futures contracts that were designated and qualified for our commodity cash flow hedging program was 1.5 million pounds and 7.9 million pounds as of June 30, 2022 and December 31, 2021, respectively. During the three and six months ended June 30, 2022, the Company purchased coffee futures contracts and coffee options contracts under our cash flow hedging program with aggregate notional amounts of 6.9 million pounds and 48.2 million pounds, respectively. During the three and six months ended June 30, 2021, the Company purchased coffee futures contracts and coffee options contracts under our cash flow hedging program with aggregate notional amounts of 21.3 million pounds and 48.6 million pounds, respectively.

Approximately $2.7 million and $6.8 million of net realized gains, representing the effective portion of the cash flow hedge, were subsequently reclassified from AOCI to earnings and recognized in costs of sales in the Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2022, respectively. Approximately $1.3 million and $1.9 million of net realized gains, representing the effective portion of the cash flow hedge, were subsequently reclassified from AOCI to earnings and recognized in costs of sales in the Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2021, respectively. As of June 30, 2022, the estimated amount of net gains reported in AOCI that is expected to be reclassified to the Condensed Consolidated Statements of Operations within the next twelve months is $2.1 million.

Within our Sustainable Sourcing & Traceability segment, the Company’s forward sales and forward purchase contracts are for physical delivery of green coffee in a future period. While the Company considers these contracts to be effective economic hedges, the Company does not designate or account for forward sales or forward purchase contracts as hedges as defined under current accounting standards. See Note 4 for a description of the treatment of realized and unrealized gains and losses on forward sales and forward purchase contracts.

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


(Thousands)	Balance Sheet Location	June 30, 2022		December 31, 2021
Derivative assets designated as cash flow hedging instruments:
Coffee futures contracts⁽¹⁾	Derivative assets	$	—	$	172
Coffee options	Derivative assets		702		—
Total		$	702	$	172

Derivative assets not designated as cash flow hedging instruments:
Forward sales contracts	Derivative assets	$	14,990	$	13,593
Total			14,990		13,593
Total derivative assets		$	15,692	$	13,765

Derivative liabilities designated as cash flow hedging instruments:
Coffee futures contracts⁽¹⁾	Derivative liabilities	$	829	$	—
Coffee options	Derivative liabilities		—		—
Total		$	829	$	—

Derivative liabilities not designated as cash flow hedging instruments:
Forward purchase contracts	Derivative liabilities	$	6,754	$	14,021
Total			6,754		14,021
Total derivative liabilities		$	7,583	$	14,021

(1)	The fair value of coffee futures excludes amounts related to margin accounts.

The following table presents the pre-tax net gains and losses for our derivative instruments:


		Three Months Ended June 30,				Six Months Ended June 30,
(Thousands)	Statement of Operations Location	2022		2021		2022		2021
Derivative assets designated as cash flow hedging instruments:
Net realized gains (losses) on coffee derivatives	Costs of sales	$	2,701	$	1,302	$	6,831	$	1,900

Derivative assets and liabilities not designated as cash flow hedging instruments:
Net unrealized gains (losses) on forward sales and purchase contracts	Costs of sales	$	291	$	(3,038)	$	7,237	$	(581)

Note 20. Derivatives

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

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 and qualified as a part of our commodity cash flow hedging program effective February 28, 2020. 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 7.9 million pounds and 10.6 million pounds as of December 31, 2021 and 2020, respectively. During the years ended December 31, 2021 and 2020, the Company purchased coffee futures contracts and coffee options contracts under our cash flow hedging program with aggregate notional amount of 105.5 million pounds and 145.2 million pounds, respectively.

Approximately $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, 2021 and 2020, respectively. As of December 31, 2021, 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 $14.4 million.

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, 2021		December 31, 2020
Derivative assets designated as cash flow hedging instruments:
Coffee futures contracts⁽¹⁾	Derivative assets	$	172	$	2,091
Coffee options	Derivative assets		—		646
Total		$	172	$	2,737

Derivative assets not designated as cash flow hedging instruments:
Forward sales contracts	Derivative assets	$	13,593	$	9,526
Total			13,593		9,526
Total derivative assets		$	13,765	$	12,263

Derivative liabilities not designated as cash flow hedging instruments:
Forward purchase contracts	Derivative liabilities	$	14,021	$	3,397
Total derivative liabilities		$	14,021	$	3,397

(1)	The fair value of coffee futures excludes amounts related to margin accounts (see Note 3).

The following table presents the pre-tax net gains and losses for our derivative instruments:


(Thousands)	Statement of Operations Location	Year Ended December 31, 2021		Year Ended December 31, 2020
Derivative assets designated as cash flow hedging instruments:
Net unrealized gains on coffee derivatives	Product costs of sales	$	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	Forward contract and other costs of sales	$	(4,799)	$	2,176

Fair Value Measurements

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Fair Value Measurements

Note 12. Fair Value Measurements

ASC 820, Fair Value Measurements, defines fair value at the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. Additionally, the inputs used to measure fair value are prioritized based on a three-level hierarchy. This hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs.

The Company groups its assets and liabilities at fair value in three levels, based on the markets in which the assets and liabilities are traded, and the reliability of the assumptions used to determine fair value. These levels are:

●

Level 1 — Valuation is based upon quoted prices for identical instruments traded in active markets.

●

Level 2 — Valuation is based upon inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly (i.e. interest rate and yield curves observable at commonly quoted intervals, default rates, etc.). Observable inputs include quoted prices for similar instruments in active and non-active markets. Level 2 includes those financial instruments that are valued with industry standard valuation models that incorporate inputs that are observable in the marketplace throughout the full term of the instrument or can otherwise be derived from or supported by observable market data in the marketplace. Level 2 inputs may also include insignificant adjustments to market observable inputs.

●

Level 3 — Valuation is based upon one or more unobservable inputs that are significant in establishing a fair value estimate. These unobservable inputs are used to the extent relevant observable inputs are not available and are developed based on the best information available. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value.

The following table summarizes the fair value of financial instruments at June 30, 2022:


	June 30, 2022
(Thousands)	Level 1		Level 2		Level 3		Total
Assets:
Green coffee associated with forward contracts	$	—	$	55,952	$	—	$	55,952
Forward sales contracts		—		14,990		—		14,990
Coffee options		702		—		—		702
Total	$	702	$	70,942	$	—	$	71,644

Liabilities:
Coffee futures contracts	$	829	$	—	$	—	$	829
Forward purchase contracts		—		6,754		—		6,754
Total	$	829	$	6,754	$	—	$	7,583

The following table summarizes the fair value of financial instruments at December 31, 2021:


	December 31, 2021
(Thousands)	Level 1		Level 2		Level 3		Total
Assets:
Green coffee associated with forward contracts	$	—	$	47,845	$	—	$	47,845
Coffee futures contracts		172		—		—		172
Forward sales contracts		—		13,593		—		13,593
Total	$	172	$	61,438	$	—	$	61,610

Liabilities:
Forward purchase contracts	$	—	$	14,021	$	—	$	14,021
Total	$	—	$	14,021	$	—	$	14,021

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

Financial instruments consist primarily of cash, accounts receivable, accounts payable, and long-term debt. The carrying amount of cash, accounts receivable and accounts payable was estimated by management to approximate fair value due to the relatively short period of time to maturity for those instruments. In November 2021, we amended our Prior Term Loan Agreement and our Prior ABL Credit Agreement, which comprise our material long-term debt obligations. As there was no re-pricing of those obligations in connection with the amendments, the carrying amount of these obligations was estimated by management to approximate fair value as of June 30, 2022 and December 31, 2021. Due to the LIBOR-based nature of the Prior Term Loan Facility and the Prior ABL Facility, the Prior Term Loan Facility and the Prior ABL Facility are carried on the Condensed Consolidated Balance Sheets at amortized costs. The fair value of the Prior Term Loan Facility and the Prior ABL Facility was determined based on Level 2 inputs under the fair value hierarchy.

Note 22. Fair Value Measurements

●

Level 1 — Valuation is based upon quoted prices for identical instruments traded in active markets.

●

The following table summarizes the fair value of financial instruments at December 31, 2021:


	Year Ended December 31, 2021
(Thousands)	Level 1		Level 2		Level 3		Total
Assets:
Green coffee associated with forward contracts	$	—	$	47,845	$	—	$	47,845
Coffee futures contracts		172		—		—		172
Forward sales contracts		—		13,593		—		13,593
Coffee options		—		—		—		—
Total	$	172	$	61,438	$	—	$	61,610

Liabilities:
Forward purchase contracts	$	—	$	14,021	$	—	$	14,021
Total	$	—	$	14,021	$	—	$	14,021

The following table summarizes the fair value of financial instruments at December 31, 2020:


	Year Ended December 31, 2020
(Thousands)	Level 1		Level 2		Level 3		Total
Assets:
Green coffee associated with forward contracts	$	—	$	26,212	$	—	$	26,212
Coffee futures contracts		2,091		—		—		2,091
Forward sales contracts		—		9,526		—		9,526
Coffee options		646		—		—		646
Total	$	2,737	$	35,738	$	—	$	38,475

Liabilities:
Forward purchase contracts	$	—	$	3,397	$	—	$	3,397
Total	$	—	$	3,397	$	—	$	3,397

Financial instruments consist primarily of cash, accounts receivable, accounts payable, and long-term debt. The carrying amount of cash, accounts receivable and accounts payable was estimated by management to approximate fair value due to the relatively short period of time to maturity for those instruments. In November 2021, we amended our Term Loan Agreement and our ABL Facility, which comprise our material long-term debt obligations. As there was no re-pricing of those obligations in connection with the amendments, the carrying amount of these obligations was estimated by management to approximate fair value as of December 31, 2021. The Term Loan Agreement and ABL Facility are carried on the Consolidated Balance Sheet at amortized costs. The fair value of the Term Loan Agreement and ABL Faciality was determined based on Level 2 inputs under the fair value hierarchy. Due to the LIBOR-based nature of the Term Loan and ABL Facility, and because the obligations were outstanding for less than 12 months, the carrying amount of these obligations was estimated by management to approximate fair value as of December 31, 2020.

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 year ended December 31, 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 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.

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

Accumulated Other Comprehensive Income

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Accumulated Other Comprehensive Income

Note 13. Accumulated Other Comprehensive Income

Changes in accumulated other comprehensive loss, net of tax by component is as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
(Thousands)	2022		2021		2022		2021
Cash flow hedge changes in fair value gain (loss):
Balance at beginning of period	$	6,899	$	2,565	$	11,759	$	3,581
Other comprehensive income (loss) before reclassifications		(531)		7,289		(2,800)		6,545
Amounts reclassified from accumulated comprehensive income		(2,701)		(1,302)		(6,831)		(1,900)
Tax effect		807		(1,461)		2,346		(1,135)
Net accumulated other comprehensive income		4,474		7,091		4,474		7,091
Less: Other comprehensive income attributable to noncontrolling interests		—		—		—		—
Balance at end of period		4,474		7,091		4,474		7,091
Foreign currency translation gain
Balance at beginning of period		259		153		259		239
Other comprehensive income (loss) before reclassifications		(9)		21		(9)		(65)
Amounts reclassified from accumulated comprehensive income		—		—		—		—
Tax effect		—		—		—		—
Net other comprehensive income		250		174		250		174
Less: Other comprehensive income attributable to noncontrolling interests		—		—		—		—
Balance at end of period		250		174		250		174
Accumulated other comprehensive income at end of period	$	4,724	$	7,265	$	4,724	$	7,265

Note 15. Accumulated Other Comprehensive Loss

Changes in accumulated other comprehensive loss, net of tax by component is as follows for the years ended December 31, 2021 and 2020:


	Year Ended		Year Ended
(Thousands)	December 31, 2021		December 31, 2020
Cash flow hedge changes in fair value gain (loss):
Balance at beginning of period	$	3,581	$	—
Other comprehensive income (loss) before reclassifications		18,010		6,490
Amounts reclassified from accumulated comprehensive income		(7,197)		(1,746)
Tax effect		(2,635)		(1,163)
Net other comprehensive income (loss)		11,759		3,581
Less: Other comprehensive income (loss) attributable to noncontrolling interests		—		—
Balance at end of period		11,759		3,581
Foreign currency translation gain (loss)
Balance at beginning of period		239		—
Other comprehensive income (loss) before reclassifications		20		239
Amounts reclassified from accumulated comprehensive income		—		—
Tax effect		—		—
Net other comprehensive income (loss)		259		239
Less: Other comprehensive income (loss) attributable to noncontrolling interests		—		—
Balance at end of period		259		239
Accumulated other comprehensive income (loss) at end of period	$	12,018	$	3,820

Earnings per Unit

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Earnings per Unit

Note 14. Earnings per Unit

Prior to the Conversion, the Company’s ownership interests consisted of two classes of equity units, referred to as Common Units and Common Equivalent Preferred Units (“CEP Units”). The dilutive effect of CEP Units is calculated by using the “if-converted” method. This assumes an add-back of dividends on the CEP Units to net income attributable to unitholders as if the securities were converted to Common Units at the beginning of the reporting period (or at the time of issuance, if later), and the resulting Common Units are included in the number of weighted-average units outstanding.

The dilutive effect of time-based option awards and restricted stock units is calculated using the treasury stock method, while performance-based vesting units are treated as contingently issuable.

We have excluded from the computation of diluted units the effect of time-based unit options, restricted Common Units, and CEP Units because their inclusion would have an anti-dilutive effect due to our reported net loss. We had 16.4 million unit options, 4.5 million restricted Common Units, and 239.2 million CEP Units outstanding at June 30, 2022, and 13.1 million, 9.1 million and 222.2 million of unit options, restricted Common Units, and CEP Units outstanding, respectively, at June 30, 2021.


	Three Months Ended June 30,				Six Months Ended June 30,
(Thousands, except per unit data)	2022		2021		2022		2021
Diluted Earnings per Common Unit
Numerator:
Net loss attributable to common unitholders – basic	$	(12,858)	$	(12,203)	$	(24,471)	$	(24,376)
Impact of if-converted securities		—		—		—		—
Net loss attributable to common unitholders – diluted	$	(12,858)	$	(12,203)	$	(24,471)	$	(24,376)
Denominator:
Weighted-average common units outstanding– basic		332,209		329,043		331,195		328,062
Impact of if-converted securities		—		—		—		—
Effect of other dilutive securities		—		—		—		—
Weighted-average common units outstanding – diluted		332,209		329,043		331,195		328,062

Dilutive loss per common unit	$	(0.04)	$	(0.04)	$	(0.07)	$	(0.07)

Note 17. Earnings per Unit

The dilutive effect of CEP Units (see Note 6) is calculated by using the “if-converted” method. This assumes an add-back of dividends on the preferred units to net income attributable to unitholders as if the securities were converted to common units at the beginning of the reporting period (or at the time of issuance, if later), and the resulting common units are included in the number of weighted-average units outstanding.

The dilutive effect of time-based option awards and RMUs is calculated using the treasury stock method, while MOIC vesting units are treated as contingently issuable. See Note 7.

We have excluded from the computation of diluted units the effect of unit options, restricted common units, and CEP Units because their inclusion would have an anti-dilutive effect due to our reported loss. We had 30.5 million unit options, 9.1 million restricted common units, and 239.2 million CEP Units outstanding at December 31, 2021, and 24.2 million, 13.6 million and 222.2 million of unit options, restricted common units, and CEP Units outstanding, respectively, at December 31, 2020.


	Year Ended		Year Ended
(Thousands, except per unit data)	December 31, 2021		December 31, 2020
Diluted Earnings per Common Unit
Numerator:
Net loss attributable to common unitholders – basic	$	(46,155)	$	(147,684)
PIK dividends on preferred units		—		—
Impact of if-converted securities		—		—
Net loss attributable to common unitholders – dilutive	$	(46,155)	$	(147,684)
Denominator:
Weighted-average common units outstanding – basic		328,557		325,983
Impact of if-converted securities		—		—
Effect of other dilutive securities		—		—
Weighted-average common units outstanding – dilutive		328,557		325,983

Dilutive loss per common unit	$	(0.14)	$	(0.45)

Segment Information

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Segment Information

Note 15. Segment Information

Management, including our chief executive officer, who is our chief operating decision maker, manages our business in two operating segments.

Beverage Solutions: Through this segment, we combine our product innovation and customer insights to provide value-added beverage solutions, including coffee, tea, juices, flavors, extracts and ingredients. We provide products in a variety of packaging, including branded and private label coffee in bags, fractional packs, and single serve cups, as well as extract solutions to be used in products such as cold brew and ready-to-drink offerings. Currently we serve customers in the United States, Europe and Asia, through the retail, food service and restaurant, convenience store and travel center, non-commercial account, CPG, and hospitality industries.

Sustainable Sourcing & Traceability: Through this segment, we utilize our proprietary technology and digitally traceable supply chain to directly impact and improve the lives of our farming partners, tangible economic empowerment and an emphasis on environmental accountability and farmer literacy. Revenues primarily relate to the physical delivery and settlement of forward sales contracts for green coffee.

Management evaluates the performance of each segment using Adjusted EBITDA, which is a segment performance measure we define as net income determined in accordance with GAAP, before interest expense, provision for income taxes, depreciation and amortization, equity-based compensation expense and the impact, which may be recurring in nature, of acquisition, transaction and integrations costs, including management services and consulting agreements entered into in connection with the acquisition of S&D Coffee, Inc. (“S&D”), impairment charges, non-cash mark-to-market adjustments, certain costs specifically excluded from the calculation of EBITDA under our material debt agreements, and other similar or infrequent items (although we may not have had such charges in the periods presented).

Selected financial data related to our segments is presented below:


	Three Months Ended June 30, 2022
			Sustainable				Total of
	Beverage		Sourcing &		Intersegment		Reportable
(Thousands)	Solutions		Traceability		Revenues		Segments
Net sales	$	170,865	$	58,459	$	(5,911)	$	223,413

Adjusted EBITDA		12,471		822		n/a		13,293
Less:
Interest expense								8,813
Income tax benefit								(1,499)
Depreciation and amortization								5,952
Acquisition, restructuring and integration expense								2,304
Management and consulting fees								866
Equity-based compensation								308
Mark-to-market adjustments								1,395
Loss on disposal of property, plant and equipment								184
Other								789
Net loss							$	(5,819)

Total assets		546,449		114,997		n/a		661,446


	Three Months Ended June 30, 2021
			Sustainable				Total of
	Beverage		Sourcing &		Intersegment		Reportable
(Thousands)	Solutions		Traceability		Revenues		Segments
Net sales	$	134,405	$	41,322	$	(4,583)	$	171,144

Adjusted EBITDA		10,330		853		n/a		11,183
Less:
Interest expense								8,261
Income tax benefit								(502)
Depreciation and amortization								6,071
Acquisition, restructuring and integration expense								926
Management and consulting fees								1,595
Equity-based compensation								306
Mark-to-market adjustments								(2)
Gain on disposal of property, plant and equipment								(25)
Other								621
Net loss							$	(6,068)

Total assets		493,686		69,077		n/a		562,763


	Six Months Ended June 30, 2022
			Sustainable				Total of
	Beverage		Sourcing &		Intersegment		Reportable
(Thousands)	Solutions		Traceability		Revenues		Segments
Net sales	$	319,226	$	106,232	$	(15,617)	$	409,841

Adjusted EBITDA		22,891		1,796		n/a		24,687
Less:
Interest expense, net								16,861
Income tax benefit								(3,083)
Depreciation and amortization								11,966
Acquisition, restructuring and integration expense								4,787
Management and consulting fees								2,201
Equity-based compensation								479
Mark-to-market adjustments								250
Loss on disposal of property, plant and equipment								289
Other								1,461
Net loss							$	(10,524)

Total assets		546,449		114,997		n/a		661,446


	Six Months Ended June 30, 2021
			Sustainable				Total of
	Beverage		Sourcing &		Intersegment		Reportable
(Thousands)	Solutions		Traceability		Revenues		Segments
Net sales	$	261,668	$	74,021	$	(9,214)	$	326,475

Adjusted EBITDA		18,462		1,030		n/a		19,492
Less:
Interest expense, net								15,669
Income tax benefit								(1,443)
Depreciation and amortization								12,314
Acquisition, restructuring and integration expense								1,943
Management and consulting fees								3,200
Equity-based compensation								612
Mark-to-market adjustments								(1,975)
Loss on disposal of property, plant and equipment								243
Other								1,121
Net loss							$	(12,192)

Total assets		493,686		69,077		n/a		562,763

The following table presents net sales information by geographic area. Net sales are attributed to countries based on the customer invoice location.


	Three Months Ended June 30,				Six Months Ended June 30,
(Thousands)	2022		2021		2022		2021
United States	$	181,526	$	141,487	$	334,541	$	276,882
All other countries		41,887		29,657		75,300		49,593
Net sales	$	223,413	$	171,144	$	409,841	$	326,475

Note 18. Segment Information

Beginning in the fourth quarter of 2021, management, including our chief executive officer, who is our chief operating decision maker, manages our business in two operating segments.

Beverage Solutions: Reflects sales of our value-added beverage solutions, including coffee, tea, juices, flavors, extracts and ingredients. We provide products in a variety of packaging, including branded and private label coffee in bags, fractional packs, and single serve cups, as well as extract solutions to be used in products such as cold brew and ready-to-drink offerings. Currently we serve customers in the United States, Europe and Asia, through foodservice (limited and quick-serve restaurants and food distributors), retail, hospitality, as well as convenience stores distribution channels.

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.

Management evaluates the performance of each segment using Adjusted EBITDA, which is a segment performance measure we define as net income determined in accordance with GAAP, before interest expense, provision for income taxes, depreciation and amortization, equity-based compensation expense and the impact, which may be recurring in nature, of acquisition, transaction and integrations costs, including management services and consulting agreements entered into in connection with the acquisition of S&D Coffee & Tea, impairment charges, non-cash mark-to-market adjustments, certain costs specifically excluded from the calculation of EBITDA under our material debt agreements, and other similar or infrequent items (although we may not have had such charges in the periods presented).

Selected financial data related to our segments is presented below:


	Year Ended December 31, 2021
			Sustainable				Total of
	Beverage		Sourcing &		Intersegment		Reportable
(Thousands)	Solutions		Traceability		Revenues		Segments
Revenues	$	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								6,382
Equity-based compensation								1,223
Mark-to-market adjustments								(3,585)
Loss on disposal of property, plant and equipment								243
Other								702
Net loss							$	(21,308)

Capital expenditures	$	22,665	$	614		n/a	$	23,279
Total assets		510,751		82,269		n/a		593,020


	Year Ended December 31, 2020
			Sustainable				Total of
	Beverage		Sourcing &		Intersegment		Reportable
(Thousands)	Solutions		Traceability		Revenues		Segments
Revenues	$	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								5,317
Equity-based compensation								1,553
Impairment charges								82,083
Inventory write-offs								5,432
Mark-to-market adjustments								(217)
Loss on disposal of property, plant and equipment								7,750
Other								6,665
Net loss							$	(128,865)

Capital expenditures	$	19,019	$	528		n/a	$	19,547
Total assets		488,577		59,563		n/a		548,140

Approximately 97% of our long-lived assets were located in the United States as of December 31, 2021.

The following table presents revenue information by geographic area:


	Year Ended December 31,
(Thousands)	2021		2020
Revenues:⁽¹⁾
United States	$	583,011	$	445,210
All other countries		115,133		105,636
Total	$	698,144	$	550,846

(1)	Revenues are attributed to countries based on the invoice location of the customer.

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

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-Topic 280
-URI https://asc.fasb.org/topic&trid=2134510

Commitments and Contingencies

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Commitments and Contingencies.

Note 16. Commitments and Contingencies

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

We had $2.7 million in standby letters of credit outstanding as of June 30, 2022.

We have future purchase obligations of $371.7 million as of June 30, 2022 that consist of commitments for the purchase of inventory over the next 12 months. These obligations represent the minimum contractual obligations expected under the normal course of business.

Note 19. 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 had $2.7 million in standby letters of credit outstanding as of December 31, 2021.

We have future purchase obligations of $276.7 million as of December 31, 2021 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.

Related Party Transactions

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Related Party Transactions

Note 17. Related Party Transactions

The Company transacts with certain entities or persons that have ownership in the Company, and/or for which our co-founder and Chief Executive Officer Scott Ford, our co-founder and Chairman, Joe Ford, or close family members of the Fords, have ownership interests in. As such, these persons and entities are deemed related parties.

In connection with the acquisition of S&D on February 28, 2020, certain affiliates of BBH were issued CEP Units, at which time BBH became a related party.

The consolidated financial statements reflect the following transactions with related parties:


(Thousands)	June 30, 2022		December 31, 2021
Short-term related party debt:
Brown Brothers Harriman⁽¹⁾	$	—	$	34,199

Subordinated related party debt:
Wooster Capital⁽²⁾		9,800		9,800
Jo Ellen Ford⁽¹⁾		3,500		3,500
Total	$	13,300	$	13,300


	Three Months Ended June 30,				Six Months Ended June 30,
(Thousands)	2022		2021		2022		2021
Interest expense, net:
Brown Brothers Harriman⁽¹⁾	$	—	$	287	$	541	$	578
Wooster Capital⁽²⁾		149		147		296		297
Jo Ellen Ford⁽¹⁾		53		52		106		106
Westrock Finance, LLC⁽²⁾		—		97		—		192
Total	$	202	$	583	$	943	$	1,173

(1)	Related through common ownership

(2)	Related through common ownership and management

In connection with the acquisition of S&D in February 2020, the Company entered into a Management Services Agreement with Westrock Group, LLC (“Westrock Group”), which expires February 2023. Under the terms of the agreement Westrock Group will be paid $10.0 million in return for financial, managerial, operational, and strategic services. The associated expense is recorded within selling, general and administrative expense in our Condensed Consolidated Statements of Operations. The Company recognized $0.8 million and $1.7 million of such expenses during the three and six months ended, respectively, for both June 30, 2022 and 2021. In addition, the Company reimburses Westrock Group for the usage of a corporate aircraft, and its portion of shared office space. For the three and six months ended June 30, 2022, the Company incurred expenses of $0.2 million and $0.5 million, respectively, for such items, which are recorded in selling, general and administrative expenses on our Condensed Consolidated Statements of Operations. For the three and six months ended June 30, 2021, the Company incurred expenses of $0.2 million and $0.3 million, respectively, for such items. At June 30, 2022 and December 31, 2021, we had payables to Westrock Group of $0.5 million and $0.2 million, respectively, reported within accrued expenses and other current liabilities on our Condensed Consolidated Balance Sheets.

Note 23. 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 Brown Brothers Harriman (“BBH”) were issued Common Equivalent Preferred Units, at which time BBH was deemed to be a related party.

The consolidated financial statements reflect the following transactions with related parties:


(Thousands)	December 31, 2021		December 31, 2020
Short-term related party debt:
Brown Brothers Harriman⁽¹⁾	$	34,199	$	26,316

Subordinated related party debt:
Wooster Capital⁽²⁾		9,800		9,800
Jo Ellen Ford⁽²⁾		3,500		3,500
Westrock Finance, LLC⁽²⁾		—		4,280
Total	$	13,300	$	17,580


	Year Ended		Year Ended
(Thousands)	December 31, 2021		December 31, 2020
Selling, general and administrative expense
Westrock Group, LLC⁽¹⁾	$	3,333	$	2,778

Interest expense, net:
Brown Brothers Harriman⁽¹⁾		1,393		1,509
Wooster Capital⁽²⁾		599		498
Jo Ellen Ford⁽²⁾		214		178
Westrock Finance, LLC⁽²⁾		423		460
Total	$	2,629	$	2,645

(1)	Related through common ownership and management

(2)	Related through common ownership

In connection with the acquisition of S&D, the Company entered into a Management Services Agreement with Westrock Group, LLC (“Westrock Group”), which expires February 2023. Under the terms of the agreement Westrock Group will be paid $10.0 million in return for financial, managerial, operational, and strategic services. The associated expense is recorded within Selling, general and administrative expense in our Consolidated Statements of Operations. 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, 2021 and 2020, the Company incurred expenses of $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, 2020, we had payables to Westrock Group of $0.2 million reported within accrued expenses and other current liabilities on our Consolidated Balance Sheets. Refer to Note 13 for discussion of terms of related party debt arrangements.

Subsequent Events

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Subsequent Events

Subsequent Events

Note 18. Subsequent Events

On August 26, 2022, in accordance with the Transaction Agreement, the Company completed its previously announced de-SPAC merger transaction with Riverview. The Company issued 6,618,151 shares of Common Stock to shareholders of Riverview, receiving $66.3 million of the cash held in the trust account of Riverview. The 6,618,151 shares include 1,910,000 shares issued to PIPE investors who elected to satisfy their PIPE commitments through the purchase of Riverview Class A Shares on the public market, as permitted under the terms of their subscription agreements. As a part of the Transaction, Westrock converted from a Delaware limited liability company to a Delaware corporation and the Company changed its corporate name from “Westrock Coffee Holdings, LLC” to “Westrock Coffee Company.” Substantially concurrently with the closing of the Transaction, the Company has received $230.9 million in gross proceeds (which amount includes the contribution to the Company of the Subordinated Notes and the Convertible Note, defined below) from PIPE Financing and has entered into a credit agreement among the Company, WBS, as the borrower, Wells Fargo Bank, N.A. as administrative agent, as collateral agent, and as swingline leader, Wells Fargo Securities, LLC, as sustainability structuring agent, and each issuing bank and lender party thereto, that includes (a) the Revolving Credit Facility in an initial aggregate principal amount of $175.0 million, under which there were no outstanding borrowings as of August 29, 2022, and (b) the Term Loan Facility in an initial aggregate principal amount of $175.0 million. Proceeds from the Transaction and the Term Loan Facility were used, in part, to retire borrowings under the Company’s existing term loan agreement and asset-based lending facility. The Revolving Credit Facility and the Term Loan Facility will mature on August 29, 2027.

In connection with the Transaction, on July 14, 2022, and as discussed within Note 10, pursuant to the terms of the subscription agreement entered into between the Company and Wooster, in which Wooster agreed to subscribe for and purchase, and the Company agreed to issue and sell to Wooster, prior to and substantially concurrently with the closing of the Transaction, an aggregate of 2,150,000 shares of Common Stock at a purchase price of $10.00 per share, for aggregate gross proceeds of $21,500,000 to the Company, Wooster pre-funded $11.7 million of its commitment (the “Wooster Pre-fund”) and in exchange thereof was issued a subordinated convertible note by the Company (the “Convertible Note”). The Convertible Note had a principal amount of $11.7 million, a maturity of one year and an interest rate of 8% per annum which was payable quarterly on the last business day of each quarter. On August 26, 2022, in connection with the closing of the Transaction, the Convertible Note automatically converted, in accordance with its terms, into 1,170,000 shares of Common Stock.

Note 24. Subsequent Events

The Company has evaluated subsequent events through March 11, 2022, the date the financial statements were initially available to be issued.

On February 28, 2022 Falcon amended its working capital trade finance facility to extend the maturity of the facility to March 31, 2022 (see Note 13).

Events Subsequent to Original Issuance of Financial Statements (Unaudited)

On April 4, 2022, the Company entered into a definitive agreement with Riverview Acquisition Corp. (“Riverview”), a publicly traded special purpose acquisition company, in which the Company and Riverview will merge (the “Transaction”). As a part of the Transaction, Westrock will convert into a Delaware corporation (the “New Company”), and Riverview shareholders will have the right to receive shares of the New Company, which are expected to be listed on the Nasdaq. In connection with the Transaction, the Company has received $250 million in common stock PIPE commitments at $10 per share and has secured a financing commitment from Wells Fargo for a $300 million Senior Secured Pro Rata Credit Facility, including a $150 million term loan and a $150 million revolving loan commitment. The Transaction is subject to customary closing conditions, including approval by Riverview shareholders, and is expected to close during the third quarter of 2022.

On March 16, 2022 Falcon refinanced its working capital trade finance facility. The facility was transferred to different lenders with the same terms as the previous facility. The new facility is uncommitted, repayable on demand and secured by Falcon’s assets. The facility is renewable on an annual basis beginning in March 2023.

Pursuant to the terms of the subscription agreement entered into by the Company and Wooster, pursuant to which Wooster has agreed to subscribe for and purchase, and the Company has agreed to issue and sell to Wooster, an aggregate of 2,150,000 shares of common stock of the Company at a price of $10.00 per share, for aggregate gross proceeds of $21,500,000, on July 14, 2022, 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 has a principal amount of $11.7 million, will mature one year from the date of issuance (July 13, 2023), has an interest rate of 8% per annum which is payable quarterly on the last business day of each quarter, and will automatically convert at the closing of the Transaction into a number of shares of common stock of the New Company equal to the quotient of the principal amount of the Convertible Note then outstanding divided by $10.00. Any interest payment that is due and payable after December 31, 2022 on the Convertible Note is payable in kind and will be made by capitalizing such interest and increasing the principal amount of the Convertible Note by an amount equal to such interest. As of the date hereof, no interest or principal payment has been paid on the Convertible Note.

On July 13, 2022, the Company entered into Amendment No. 6 to the Term Loan Agreement (the “Sixth Term Loan Amendment”) in order to permit Wooster Pre-fund. The Sixth Term Loan Amendment included the following modifications: (i) permitting the incurrence of subordinated debt from Wooster in the form of the Convertible Note; (ii) extending the PIK interest period to December 31, 2022; (iii) amending the definitions of EBITDA, Fixed Charge Coverage Ratio and Total Debt (which excludes the Convertible Note); and (iv) amending the level of the Minimum Liquidity covenant that the Company is required to comply with. The definition of EBITDA was modified to increase the cap on add-backs for the quarter ended June 30, 2022 and the quarter ended September 30, 2022 from 15% of EBITDA to 20% of EBITDA. The Wooster Pre-fund, together with the Sixth Term Loan Amendment, allowed the Company to meet increased capital expenditure and working capital needs of the business and to remain in compliance with its financial covenants as of June 30, 2022.

As described in Note 2, the Company is dependent on its ability to generate cash flows from operations to finance its operations, service its debt requirements, maintain compliance with its covenants, and to fund capital requirements. If the Company is not able to generate sufficient cash flows from operations or is not able to maintain compliance with its financial covenants management will use its best efforts to raise additional capital or negotiate with its lenders to modify its covenants. As management’s ability to raise capital or amend its financial covenants cannot be assured, management has committed to either delay growth capital expenditures and/or reduce operating expenses, as necessary, or invoke the Capital Raise Agreement in order to have adequate liquidity and to remain in compliance with its debt covenants. The Capital Raise Agreement was entered into on November 22, 2021 in connection with the Fifth Term Loan Amendment (see Note 13) with affiliates of BBH, the Stephens Group, LLC, Wooster, Westrock Group, LLC, S-G Coffee, LLC (collectively, the “Capital Raise Investors”) and TCW Asset Management Company LLC, in its capacity as the agent for the term loan lenders party to the Fifth Term Loan Amendment. The Capital Raise Investors, together with their affiliates, are or were holders at the time of more than 5% of the Company’s outstanding voting securities. Pursuant to the terms of the Capital Raise Agreement, the Capital Raise Investors are required to make ‘required investments’ upon the occurrence of Trigger Events (as defined in the Capital Raise Agreement and including a bankruptcy default or a breach of the financial covenants without a cure). The Capital Raise Agreement is expected to terminate in connection with the closing of the Transaction and upon the extinguishment of the existing term loans of Westrock Coffee Company LLC, a wholly owned subsidiary of Westrock. If necessary, the Company will call on the remaining $20 million available under the Capital Raise Agreement, which will be required to be used to pay down debt, in order for the Company to maintain future compliance with the applicable covenants for at least the next twelve months from the date of reissuance of these financial statements.

On July 13, 2022, the Company entered into Amendment No. 4 to the ABL Credit Agreement, which included the following modifications: (i) permitting the incurrence of the 2022 Wooster Debt and (ii) amending the definitions of EBITDA, Fixed Charge Coverage Ratio and Total Debt (which excludes the 2022 Wooster Debt). The definition of EBITDA was modified to increase the cap on add-backs for the quarter ended June 30, 2022 and the quarter ended September 30, 2022 from 15% of EBITDA to 20% of EBITDA.

Summary of Significant Accounting Policies (Policies)

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Accounts Receivable and Allowance for Credit Losses

Going Concern

Going Concern

Activity in the allowance for credit losses was as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
(Thousands)	2022		2021		2022		2021
Balance at beginning of period	$	3,011	$	4,005	$	3,749	$	3,977
Charged to selling, general and administrative expense		25		56		922		100
Write-offs		(644)		(395)		(2,279)		(411)
Total	$	2,392	$	3,666	$	2,392	$	3,666


	Year Ended		Year Ended
(Thousands)	December 31, 2021		December 31, 2020
Cash and cash equivalents	$	19,344	$	16,890
Restricted cash		3,526		1,762
Total	$	22,870	$	18,652

Recently issued accounting pronouncements

Inventories

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

Key estimates and judgements include the following:

(i)

(ii)

Disclosure of inventory accounting policy for inventory classes, including, but not limited to, basis for determining inventory amounts, methods by which amounts are added and removed from inventory classes, loss recognition on impairment of inventories, and situations in which inventories are stated above cost.

Summary of Significant Accounting Policies (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Schedule of activity in allowance of credit losses


	Three Months Ended June 30,				Six Months Ended June 30,
(Thousands)	2022		2021		2022		2021
Balance at beginning of period	$	3,011	$	4,005	$	3,749	$	3,977
Charged to selling, general and administrative expense		25		56		922		100
Write-offs		(644)		(395)		(2,279)		(411)
Total	$	2,392	$	3,666	$	2,392	$	3,666


	Year Ended		Year Ended
(Thousands)	December 31, 2021		December 31, 2020
Balance at beginning of period	$	3,977	$	606
Charged to selling, general and administrative expense		439		4,452
Write-offs and adjustments		(667)		(1,081)
Total	$	3,749	$	3,977

Revenue (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Revenue

Schedule of disaggregation of revenues from sales to external customers


	Three Months Ended June 30,				Six Months Ended June 30,
(Thousands)	2022		2021		2022		2021
Coffee & tea	$	140,614	$	108,725	$	262,296	$	211,609
Flavors, extracts & ingredients		29,397		24,607		55,063		47,335
Other		854		1,073		1,867		2,724
Green coffee		52,548		36,739		90,615		64,807
Net sales	$	223,413	$	171,144	$	409,841	$	326,475


	Year Ended		Year Ended
(Thousands)	December 31, 2021		December 31, 2020
Coffee & tea	$	445,466	$	344,919
Flavors, extracts & ingredients		98,850		72,460
Other		6,697		7,527
Total product revenues	$	551,013	$	424,906


	Year Ended		Year Ended
(Thousands)	December 31, 2021		December 31, 2020
United States	$	547,201	$	421,670
All other countries		3,812		3,236
Total product revenues	$	551,013	$	424,906

Inventories (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Schedule of inventories


(Thousands)	June 30, 2022		December 31, 2021
Raw materials	$	55,887	$	45,079
Finished goods		21,955		14,895
Green coffee		77,481		49,192
Total inventories	$	155,323	$	109,166


(Thousands)	December 31, 2021		December 31, 2020
Raw materials	$	45,079	$	39,838
Finished goods		14,895		14,577
Green coffee		49,192		29,962
Total inventories	$	109,166	$	84,377

Property, Plant and Equipment, Net (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Schedule of Property, Plant and Equipment, Net


(Thousands)	Depreciable Lives	June 30, 2022		December 31, 2021
Land		$	9,123	$	9,150
Buildings	10 – 40 years		44,082		43,895
Leasehold improvements⁽¹⁾			786		613
Plant equipment	3 – 15 years		89,951		88,155
Vehicles and transportation equipment	3 – 5 years		799		876
IT systems	3 – 7 years		2,454		2,453
Furniture and fixtures	3 – 10 years		2,929		2,746
Customer beverage equipment⁽²⁾	3 – 5 years		23,184		24,341
Lease right-of-use assets⁽³⁾			10		—
Construction in progress and equipment deposits			18,066		8,025
			191,384		180,254
Less: accumulated depreciation			(59,582)		(52,641)
Property, plant and equipment, net		$	131,802	$	127,613

(1)	Leasehold improvements are amortized over the shorter of their estimated useful lives or the related lease life.

(2)	Customer beverage equipment consists of brewers held on site at customer locations.

(3)	Lease right-of-use assets are amortized over the shorter of the useful life of the asset or the lease term.


(Thousands)	Depreciable Lives	December 31, 2021		December 31, 2020
Land		$	9,150	$	8,010
Buildings	10 – 40 years		43,895		35,028
Leasehold improvements⁽¹⁾			613		399
Plant equipment	3 – 15 years		88,155		74,363
Vehicles and transportation equipment	3 – 5 years		876		910
IT systems	3 – 7 years		2,453		2,195
Furniture and fixtures	3 – 10 years		2,746		2,318
Customer beverage equipment⁽²⁾	3 – 5 years		24,341		26,507
Construction in progress and equipment deposits			8,025		13,372
			180,254		163,102
Less: accumulated depreciation			(52,641)		(36,828)
Property, plant and equipment, net		$	127,613	$	126,274

(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.

Goodwill (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Goodwill.

Schedule of carrying goodwill


	Beverage
(Thousands)	Solutions		Total
Goodwill	$	173,936	$	173,936
Accumulated impairment loss		(76,883)		(76,883)
Balance at June 30, 2022, net	$	97,053	$	97,053


	Beverage
(Thousands)	Solutions		Total
Balance at December 31, 2019
Goodwill	$	14,616	$	14,616
Changes during the period:
Acquisitions		159,320		159,320
Impairments (Note 3)		(76,883)		(76,883)
Balance at December 31, 2020, net		97,053		97,053
Goodwill		173,936		173,936
Accumulated impairment loss		(76,883)		(76,883)
Balance at December 31, 2021, net	$	97,053	$	97,053

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

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Intangible Assets, Net (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Schedule of intangible assets


	June 30, 2022
			Accumulated
(Thousands)	Cost		Amortization		Net
Customer relationships	$	137,500	$	(15,388)	$	122,112
Favorable lease asset		220		(101)		119
Software		805		(471)		334
Intangible assets, net	$	138,525	$	(15,960)	$	122,565


	December 31, 2021
			Accumulated
(Thousands)	Cost		Amortization		Net
Customer relationships	$	137,500	$	(12,091)	$	125,409
Favorable lease asset		220		(79)		141
Software		758		(394)		364
Intangible assets, net	$	138,478	$	(12,564)	$	125,914


	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


	December 31, 2020
			Accumulated
(Thousands)	Cost		Amortization		Net
Customer relationships	$	137,500	$	(5,496)	$	132,004
Favorable lease asset		220		(36)		184
Software		436		(285)		151
Intangible assets, net	$	138,156	$	(5,817)	$	132,339

Leases (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Leases

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


(Thousands)	Balance Sheet Location	June 30, 2022
Right-of-use operating lease assets	Other long-term assets	$	11,260
Operating lease liabilities – current	Accrued expenses and other current liabilities		2,382
Operating lease liabilities – noncurrent	Other long-term liabilities		8,873

Schedule of components of lease costs


(Thousands)	Three Months Ended June 30, 2022		Six Months Ended June 30, 2022
Operating lease cost	$	842	$	1,771
Short-term lease cost		224		478
Total	$	1,066	$	2,249


	June 30, 2022
Weighted-average discount rate		8.5%
Weighted-average remaining lease term		5.2 years


(Thousands)	Six Months Ended June 30, 2022
Operating cash flows from operating leases	$	806

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


(Thousands)
Remainder of 2022	$	1,633
2023		3,121
2024		2,743
2025		2,075
2026		1,439
Thereafter		3,125
Total future minimum lease payments		14,136
Less: imputed interest		(2,881)
Present value of minimum lease payments	$	11,255

Schedule of minimum future lease payments under the previous lease guidance


(Thousands)
2022	$	4,334
2023		4,332
2024		4,174
2025		3,286
2026		2,377
Thereafter		4,373
Total	$	22,876


(Thousands)
2022	$	4,334
2023		4,332
2024		4,174
2025		3,286
2026		2,377
Thereafter		4,373
Total	$	22,876

Debt (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Debt

Summary of long-term debt


(Thousands)	June 30, 2022		December 31, 2021
Term loan	$	232,961	$	235,668
ABL facility		72,842		51,890
International trade finance lines		67,871		4,510
International notes payable		3,516		3,126
Other loans		7		25
Total debt		377,197		295,219
Unamortized debt costs		(4,125)		(4,910)
Current maturities of long-term debt		(8,157)		(8,735)
Short-term debt		(67,871)		(4,510)
Long-term debt, net	$	297,044	$	277,064


(Thousands)	December 31, 2021		December 31, 2020
Term loan	$	235,668	$	238,990
ABL facility		51,890		39,757
International trade finance lines		4,510		6,447
International notes payable		3,126		3,321
Other loans		25		103
Total debt		295,219		288,618
Unamortized debt costs		(4,910)		(4,800)
Current maturities of long-term debt		(8,735)		(6,108)
Short-term debt		(4,510)		(6,447)
Long-term debt, net	$	277,064	$	271,263

Derivatives (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Schedule of fair value of derivative assets and liabilities


(Thousands)	Balance Sheet Location	June 30, 2022		December 31, 2021
Derivative assets designated as cash flow hedging instruments:
Coffee futures contracts⁽¹⁾	Derivative assets	$	—	$	172
Coffee options	Derivative assets		702		—
Total		$	702	$	172

Derivative assets not designated as cash flow hedging instruments:
Forward sales contracts	Derivative assets	$	14,990	$	13,593
Total			14,990		13,593
Total derivative assets		$	15,692	$	13,765

Derivative liabilities designated as cash flow hedging instruments:
Coffee futures contracts⁽¹⁾	Derivative liabilities	$	829	$	—
Coffee options	Derivative liabilities		—		—
Total		$	829	$	—

Derivative liabilities not designated as cash flow hedging instruments:
Forward purchase contracts	Derivative liabilities	$	6,754	$	14,021
Total			6,754		14,021
Total derivative liabilities		$	7,583	$	14,021

(1)	The fair value of coffee futures excludes amounts related to margin accounts.


(Thousands)	Balance Sheet Location	December 31, 2021		December 31, 2020
Derivative assets designated as cash flow hedging instruments:
Coffee futures contracts⁽¹⁾	Derivative assets	$	172	$	2,091
Coffee options	Derivative assets		—		646
Total		$	172	$	2,737

Derivative assets not designated as cash flow hedging instruments:
Forward sales contracts	Derivative assets	$	13,593	$	9,526
Total			13,593		9,526
Total derivative assets		$	13,765	$	12,263

Derivative liabilities not designated as cash flow hedging instruments:
Forward purchase contracts	Derivative liabilities	$	14,021	$	3,397
Total derivative liabilities		$	14,021	$	3,397

(1)	The fair value of coffee futures excludes amounts related to margin accounts (see Note 3).

Schedule of pre-tax net gains and losses for derivative instruments


		Three Months Ended June 30,				Six Months Ended June 30,
(Thousands)	Statement of Operations Location	2022		2021		2022		2021
Derivative assets designated as cash flow hedging instruments:
Net realized gains (losses) on coffee derivatives	Costs of sales	$	2,701	$	1,302	$	6,831	$	1,900

Derivative assets and liabilities not designated as cash flow hedging instruments:
Net unrealized gains (losses) on forward sales and purchase contracts	Costs of sales	$	291	$	(3,038)	$	7,237	$	(581)


(Thousands)	Statement of Operations Location	Year Ended December 31, 2021		Year Ended December 31, 2020
Derivative assets designated as cash flow hedging instruments:
Net unrealized gains on coffee derivatives	Product costs of sales	$	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	Forward contract and other costs of sales	$	(4,799)	$	2,176

Fair Value Measurements (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Summarizes the fair value of financial instruments


	June 30, 2022
(Thousands)	Level 1		Level 2		Level 3		Total
Assets:
Green coffee associated with forward contracts	$	—	$	55,952	$	—	$	55,952
Forward sales contracts		—		14,990		—		14,990
Coffee options		702		—		—		702
Total	$	702	$	70,942	$	—	$	71,644

Liabilities:
Coffee futures contracts	$	829	$	—	$	—	$	829
Forward purchase contracts		—		6,754		—		6,754
Total	$	829	$	6,754	$	—	$	7,583


	December 31, 2021
(Thousands)	Level 1		Level 2		Level 3		Total
Assets:
Green coffee associated with forward contracts	$	—	$	47,845	$	—	$	47,845
Coffee futures contracts		172		—		—		172
Forward sales contracts		—		13,593		—		13,593
Total	$	172	$	61,438	$	—	$	61,610

Liabilities:
Forward purchase contracts	$	—	$	14,021	$	—	$	14,021
Total	$	—	$	14,021	$	—	$	14,021


	Year Ended December 31, 2021
(Thousands)	Level 1		Level 2		Level 3		Total
Assets:
Green coffee associated with forward contracts	$	—	$	47,845	$	—	$	47,845
Coffee futures contracts		172		—		—		172
Forward sales contracts		—		13,593		—		13,593
Coffee options		—		—		—		—
Total	$	172	$	61,438	$	—	$	61,610

Liabilities:
Forward purchase contracts	$	—	$	14,021	$	—	$	14,021
Total	$	—	$	14,021	$	—	$	14,021


	Year Ended December 31, 2020
(Thousands)	Level 1		Level 2		Level 3		Total
Assets:
Green coffee associated with forward contracts	$	—	$	26,212	$	—	$	26,212
Coffee futures contracts		2,091		—		—		2,091
Forward sales contracts		—		9,526		—		9,526
Coffee options		646		—		—		646
Total	$	2,737	$	35,738	$	—	$	38,475

Liabilities:
Forward purchase contracts	$	—	$	3,397	$	—	$	3,397
Total	$	—	$	3,397	$	—	$	3,397

Tabular disclosure of financial instruments measured at fair value, including those classified in shareholders' equity measured on a recurring or nonrecurring basis. Disclosures include, but are not limited to, fair value measurements recorded and the reasons for the measurements, level within the fair value hierarchy in which the fair value measurements are categorized and transfers between levels 1 and 2. Nonrecurring fair value measurements are those that are required or permitted in the statement of financial position in particular circumstances.

Accumulated Other Comprehensive Income (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Schedule of changes in accumulated other comprehensive loss, net of tax


	Three Months Ended June 30,				Six Months Ended June 30,
(Thousands)	2022		2021		2022		2021
Cash flow hedge changes in fair value gain (loss):
Balance at beginning of period	$	6,899	$	2,565	$	11,759	$	3,581
Other comprehensive income (loss) before reclassifications		(531)		7,289		(2,800)		6,545
Amounts reclassified from accumulated comprehensive income		(2,701)		(1,302)		(6,831)		(1,900)
Tax effect		807		(1,461)		2,346		(1,135)
Net accumulated other comprehensive income		4,474		7,091		4,474		7,091
Less: Other comprehensive income attributable to noncontrolling interests		—		—		—		—
Balance at end of period		4,474		7,091		4,474		7,091
Foreign currency translation gain
Balance at beginning of period		259		153		259		239
Other comprehensive income (loss) before reclassifications		(9)		21		(9)		(65)
Amounts reclassified from accumulated comprehensive income		—		—		—		—
Tax effect		—		—		—		—
Net other comprehensive income		250		174		250		174
Less: Other comprehensive income attributable to noncontrolling interests		—		—		—		—
Balance at end of period		250		174		250		174
Accumulated other comprehensive income at end of period	$	4,724	$	7,265	$	4,724	$	7,265


	Year Ended		Year Ended
(Thousands)	December 31, 2021		December 31, 2020
Cash flow hedge changes in fair value gain (loss):
Balance at beginning of period	$	3,581	$	—
Other comprehensive income (loss) before reclassifications		18,010		6,490
Amounts reclassified from accumulated comprehensive income		(7,197)		(1,746)
Tax effect		(2,635)		(1,163)
Net other comprehensive income (loss)		11,759		3,581
Less: Other comprehensive income (loss) attributable to noncontrolling interests		—		—
Balance at end of period		11,759		3,581
Foreign currency translation gain (loss)
Balance at beginning of period		239		—
Other comprehensive income (loss) before reclassifications		20		239
Amounts reclassified from accumulated comprehensive income		—		—
Tax effect		—		—
Net other comprehensive income (loss)		259		239
Less: Other comprehensive income (loss) attributable to noncontrolling interests		—		—
Balance at end of period		259		239
Accumulated other comprehensive income (loss) at end of period	$	12,018	$	3,820

Earnings per Unit (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Schedule of basic and diluted earning per share


	Three Months Ended June 30,				Six Months Ended June 30,
(Thousands, except per unit data)	2022		2021		2022		2021
Diluted Earnings per Common Unit
Numerator:
Net loss attributable to common unitholders – basic	$	(12,858)	$	(12,203)	$	(24,471)	$	(24,376)
Impact of if-converted securities		—		—		—		—
Net loss attributable to common unitholders – diluted	$	(12,858)	$	(12,203)	$	(24,471)	$	(24,376)
Denominator:
Weighted-average common units outstanding– basic		332,209		329,043		331,195		328,062
Impact of if-converted securities		—		—		—		—
Effect of other dilutive securities		—		—		—		—
Weighted-average common units outstanding – diluted		332,209		329,043		331,195		328,062

Dilutive loss per common unit	$	(0.04)	$	(0.04)	$	(0.07)	$	(0.07)


	Year Ended		Year Ended
(Thousands, except per unit data)	December 31, 2021		December 31, 2020
Diluted Earnings per Common Unit
Numerator:
Net loss attributable to common unitholders – basic	$	(46,155)	$	(147,684)
PIK dividends on preferred units		—		—
Impact of if-converted securities		—		—
Net loss attributable to common unitholders – dilutive	$	(46,155)	$	(147,684)
Denominator:
Weighted-average common units outstanding – basic		328,557		325,983
Impact of if-converted securities		—		—
Effect of other dilutive securities		—		—
Weighted-average common units outstanding – dilutive		328,557		325,983

Dilutive loss per common unit	$	(0.14)	$	(0.45)

Segment Information (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Summary of selected financial data related to our segments


	Three Months Ended June 30, 2022
			Sustainable				Total of
	Beverage		Sourcing &		Intersegment		Reportable
(Thousands)	Solutions		Traceability		Revenues		Segments
Net sales	$	170,865	$	58,459	$	(5,911)	$	223,413

Adjusted EBITDA		12,471		822		n/a		13,293
Less:
Interest expense								8,813
Income tax benefit								(1,499)
Depreciation and amortization								5,952
Acquisition, restructuring and integration expense								2,304
Management and consulting fees								866
Equity-based compensation								308
Mark-to-market adjustments								1,395
Loss on disposal of property, plant and equipment								184
Other								789
Net loss							$	(5,819)

Total assets		546,449		114,997		n/a		661,446


	Three Months Ended June 30, 2021
			Sustainable				Total of
	Beverage		Sourcing &		Intersegment		Reportable
(Thousands)	Solutions		Traceability		Revenues		Segments
Net sales	$	134,405	$	41,322	$	(4,583)	$	171,144

Adjusted EBITDA		10,330		853		n/a		11,183
Less:
Interest expense								8,261
Income tax benefit								(502)
Depreciation and amortization								6,071
Acquisition, restructuring and integration expense								926
Management and consulting fees								1,595
Equity-based compensation								306
Mark-to-market adjustments								(2)
Gain on disposal of property, plant and equipment								(25)
Other								621
Net loss							$	(6,068)

Total assets		493,686		69,077		n/a		562,763


	Six Months Ended June 30, 2022
			Sustainable				Total of
	Beverage		Sourcing &		Intersegment		Reportable
(Thousands)	Solutions		Traceability		Revenues		Segments
Net sales	$	319,226	$	106,232	$	(15,617)	$	409,841

Adjusted EBITDA		22,891		1,796		n/a		24,687
Less:
Interest expense, net								16,861
Income tax benefit								(3,083)
Depreciation and amortization								11,966
Acquisition, restructuring and integration expense								4,787
Management and consulting fees								2,201
Equity-based compensation								479
Mark-to-market adjustments								250
Loss on disposal of property, plant and equipment								289
Other								1,461
Net loss							$	(10,524)

Total assets		546,449		114,997		n/a		661,446


	Six Months Ended June 30, 2021
			Sustainable				Total of
	Beverage		Sourcing &		Intersegment		Reportable
(Thousands)	Solutions		Traceability		Revenues		Segments
Net sales	$	261,668	$	74,021	$	(9,214)	$	326,475

Adjusted EBITDA		18,462		1,030		n/a		19,492
Less:
Interest expense, net								15,669
Income tax benefit								(1,443)
Depreciation and amortization								12,314
Acquisition, restructuring and integration expense								1,943
Management and consulting fees								3,200
Equity-based compensation								612
Mark-to-market adjustments								(1,975)
Loss on disposal of property, plant and equipment								243
Other								1,121
Net loss							$	(12,192)

Total assets		493,686		69,077		n/a		562,763


	Year Ended December 31, 2021
			Sustainable				Total of
	Beverage		Sourcing &		Intersegment		Reportable
(Thousands)	Solutions		Traceability		Revenues		Segments
Revenues	$	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								6,382
Equity-based compensation								1,223
Mark-to-market adjustments								(3,585)
Loss on disposal of property, plant and equipment								243
Other								702
Net loss							$	(21,308)

Capital expenditures	$	22,665	$	614		n/a	$	23,279
Total assets		510,751		82,269		n/a		593,020


	Year Ended December 31, 2020
			Sustainable				Total of
	Beverage		Sourcing &		Intersegment		Reportable
(Thousands)	Solutions		Traceability		Revenues		Segments
Revenues	$	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								5,317
Equity-based compensation								1,553
Impairment charges								82,083
Inventory write-offs								5,432
Mark-to-market adjustments								(217)
Loss on disposal of property, plant and equipment								7,750
Other								6,665
Net loss							$	(128,865)

Capital expenditures	$	19,019	$	528		n/a	$	19,547
Total assets		488,577		59,563		n/a		548,140

Summary of net sales information by geographic area


	Three Months Ended June 30,				Six Months Ended June 30,
(Thousands)	2022		2021		2022		2021
United States	$	181,526	$	141,487	$	334,541	$	276,882
All other countries		41,887		29,657		75,300		49,593
Net sales	$	223,413	$	171,144	$	409,841	$	326,475


	Year Ended December 31,
(Thousands)	2021		2020
Revenues:⁽¹⁾
United States	$	583,011	$	445,210
All other countries		115,133		105,636
Total	$	698,144	$	550,846

(1)	Revenues are attributed to countries based on the invoice location of the customer.

Related Party Transactions (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Schedule of transactions with related parties


(Thousands)	June 30, 2022		December 31, 2021
Short-term related party debt:
Brown Brothers Harriman⁽¹⁾	$	—	$	34,199

Subordinated related party debt:
Wooster Capital⁽²⁾		9,800		9,800
Jo Ellen Ford⁽¹⁾		3,500		3,500
Total	$	13,300	$	13,300


	Three Months Ended June 30,				Six Months Ended June 30,
(Thousands)	2022		2021		2022		2021
Interest expense, net:
Brown Brothers Harriman⁽¹⁾	$	—	$	287	$	541	$	578
Wooster Capital⁽²⁾		149		147		296		297
Jo Ellen Ford⁽¹⁾		53		52		106		106
Westrock Finance, LLC⁽²⁾		—		97		—		192
Total	$	202	$	583	$	943	$	1,173

(1)	Related through common ownership

(2)	Related through common ownership and management


(Thousands)	December 31, 2021		December 31, 2020
Short-term related party debt:
Brown Brothers Harriman⁽¹⁾	$	34,199	$	26,316

Subordinated related party debt:
Wooster Capital⁽²⁾		9,800		9,800
Jo Ellen Ford⁽²⁾		3,500		3,500
Westrock Finance, LLC⁽²⁾		—		4,280
Total	$	13,300	$	17,580


	Year Ended		Year Ended
(Thousands)	December 31, 2021		December 31, 2020
Selling, general and administrative expense
Westrock Group, LLC⁽¹⁾	$	3,333	$	2,778

Interest expense, net:
Brown Brothers Harriman⁽¹⁾		1,393		1,509
Wooster Capital⁽²⁾		599		498
Jo Ellen Ford⁽²⁾		214		178
Westrock Finance, LLC⁽²⁾		423		460
Total	$	2,629	$	2,645

(1)	Related through common ownership and management

(2)	Related through common ownership

Organization and Description of Business (Details) $ / shares in Units, $ in Millions	6 Months Ended	12 Months Ended
	Jun. 30, 2022 facility	Dec. 31, 2021 facility	Aug. 26, 2022 USD ($) $ / shares	Apr. 04, 2022 USD ($) $ / shares
Organization and Description of Business
Number of manufacturing facilities \| facility	7	7
Concord, North Carolina
Organization and Description of Business
Number of manufacturing facilities \| facility	3	3
North Little Rock, Arkansas
Organization and Description of Business
Number of manufacturing facilities \| facility	2	2
Kigali, Rwanda
Organization and Description of Business
Number of manufacturing facilities \| facility	1	1
Johor Bahru, Malaysia
Organization and Description of Business
Number of manufacturing facilities \| facility	1	1
Riverview \| New Company \| Subsequent Event
Organization and Description of Business
Amount received \| $			$ 66.3	$ 250.0
Share Price \| $ / shares				$ 10
Riverview \| New Company \| Wells Fargo \| Term loan \| Subsequent Event
Organization and Description of Business
Face amount \| $			175.0	$ 150.0
Riverview \| New Company \| Wells Fargo \| Revolving loan commitment \| Subsequent Event
Organization and Description of Business
Amount received \| $			87.0
Face amount \| $			175.0	$ 150.0
Riverview \| New Company \| Common Stock PIPE Commitments \| Subsequent Event
Organization and Description of Business
Amount received \| $			$ 230.9
Share Price \| $ / shares			$ 10.00
Westrock Coffee Company, LLC. \| Falcon Coffees Limited
Organization and Description of Business
Percentage of ownership interest	85.00%	85.00%

Summary of Significant Accounting Policies - Allowance for credit losses (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021	Dec. 31, 2020
Allowance for credit loss roll forward
Balance at beginning of period	$ 3,011	$ 4,005	$ 3,749	$ 3,977	$ 3,977	$ 606
Charged to selling, general and administrative expense	25	56	922	100	439	4,452
Write-offs and adjustments					(667)	(1,081)
Write-offs	(644)	(395)	(2,279)	(411)
Total	$ 2,392	$ 3,666	$ 2,392	$ 3,666	$ 3,749	$ 3,977

Summary of Significant Accounting Policies - Other (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Jun. 30, 2022	Jan. 01, 2022
Summary of Significant Accounting Policies
Right-of-use operating lease assets		$ 11,260
Lease liabilities recognized		$ 11,255
ASU 2016-02
Summary of Significant Accounting Policies
Practical expedients election	true
ASU 2016-02 \| Adjustment
Summary of Significant Accounting Policies
Right-of-use operating lease assets	$ 13,000		$ 17,000
Lease liabilities recognized	$ 13,000		$ 17,000

Revenue - Revenue from Forward Contracts (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021	Dec. 31, 2020
Derivatives
Net unrealized gains (losses)	$ (2,425)	$ 4,526	$ (7,285)	$ 3,510	$ 8,178	$ 3,581
Forward sales contracts
Derivatives
Net unrealized gains (losses)	300	(3,000)	7,200	(600)	4,800	2,200
Revenue	$ 52,400	$ 36,500	$ 90,500	$ 63,900	$ 145,600	$ 123,800

Amount of revenue recognized from goods sold, services rendered, insurance premiums, or other activities that constitute an earning process. Includes, but is not limited to, investment and interest income before deduction of interest expense when recognized as a component of revenue, and sales and trading gain (loss).

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8736-108599

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 323
-SubTopic 10
-Section 50
-Paragraph 3
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Revenue - Contract Estimates (Details) - USD ($) $ in Millions	Jun. 30, 2022	Dec. 31, 2021	Dec. 31, 2020
Revenue
Accrued sales incentives	$ 1.7	$ 1.9	$ 3.1

Revenue - Contract Balances (Details) - USD ($)	12 Months Ended
Revenue - Contract Balances (Details) - USD ($)	Dec. 31, 2021	Dec. 31, 2020	Jun. 30, 2022
Revenue
Capitalized contract costs	$ 0	$ 0	$ 0
Amortization of deferred contract costs	300,000	1,300,000
Revenue
Revenue
Receivables from contracts with customers	89,000,000.0		$ 98,100,000
Prepaid expenses and other current assets
Revenue
Contract assets	$ 500,000	$ 1,300,000

Revenue - Disaggregated Revenue (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021	Dec. 31, 2020
Revenue
Net sales	$ 223,413	$ 171,144	$ 409,841	$ 326,475	$ 698,144	$ 550,846
Coffee & tea
Revenue
Net sales	140,614	108,725	262,296	211,609	445,466	344,919
Flavors, extracts & ingredients
Revenue
Net sales	29,397	24,607	55,063	47,335	98,850	72,460
Other
Revenue
Net sales	854	1,073	1,867	2,724	$ 6,697	$ 7,527
Green coffee
Revenue
Net sales	$ 52,548	$ 36,739	$ 90,615	$ 64,807

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

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Inventories (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021	Dec. 31, 2020
Inventories
Raw materials	$ 55,887	$ 45,079	$ 39,838
Finished goods	21,955	14,895	14,577
Green coffee	77,481	49,192	29,962
Total inventories	$ 155,323	$ 109,166	$ 84,377

Property, Plant and Equipment, Net (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021	Dec. 31, 2020
Property, Plant and Equipment, Net
Property, plant and equipment, gross	$ 191,384		$ 191,384		$ 180,254	$ 163,102
Less: accumulated depreciation	(59,582)		(59,582)		(52,641)	(36,828)
Property, plant and equipment, net	131,802		131,802		127,613	126,274
Depreciation expense	4,300	$ 4,400	8,500	$ 9,000	18,800	18,200
Land
Property, Plant and Equipment, Net
Property, plant and equipment, gross	9,123		9,123		9,150	8,010
Building
Property, Plant and Equipment, Net
Property, plant and equipment, gross	44,082		44,082		43,895	35,028
Leasehold improvements
Property, Plant and Equipment, Net
Property, plant and equipment, gross	786		786		613	399
Plant equipment
Property, Plant and Equipment, Net
Property, plant and equipment, gross	89,951		89,951		88,155	74,363
Vehicles and transportation equipment
Property, Plant and Equipment, Net
Property, plant and equipment, gross	799		799		876	910
IT systems
Property, Plant and Equipment, Net
Property, plant and equipment, gross	2,454		2,454		2,453	2,195
Furniture and fixtures
Property, Plant and Equipment, Net
Property, plant and equipment, gross	2,929		2,929		2,746	2,318
Customer beverage equipment
Property, Plant and Equipment, Net
Property, plant and equipment, gross	23,184		23,184		24,341	26,507
Lease right-of-use assets
Property, Plant and Equipment, Net
Property, plant and equipment, gross	10		10
Construction in progress and equipment deposits
Property, Plant and Equipment, Net
Property, plant and equipment, gross	$ 18,066		$ 18,066		$ 8,025	$ 13,372
Minimum \| Building
Property, Plant and Equipment, Net
Useful life			10 years		10 years
Minimum \| Plant equipment
Property, Plant and Equipment, Net
Useful life			3 years		3 years
Minimum \| Vehicles and transportation equipment
Property, Plant and Equipment, Net
Useful life			3 years		3 years
Minimum \| IT systems
Property, Plant and Equipment, Net
Useful life			3 years		3 years
Minimum \| Furniture and fixtures
Property, Plant and Equipment, Net
Useful life			3 years		3 years
Minimum \| Customer beverage equipment
Property, Plant and Equipment, Net
Useful life			3 years
Maximum \| Land
Property, Plant and Equipment, Net
Useful life			40 years
Maximum \| Building
Property, Plant and Equipment, Net
Useful life					40 years
Maximum \| Plant equipment
Property, Plant and Equipment, Net
Useful life			15 years		15 years
Maximum \| Vehicles and transportation equipment
Property, Plant and Equipment, Net
Useful life			5 years		5 years
Maximum \| IT systems
Property, Plant and Equipment, Net
Useful life			7 years		7 years
Maximum \| Furniture and fixtures
Property, Plant and Equipment, Net
Useful life			10 years		10 years
Maximum \| Customer beverage equipment
Property, Plant and Equipment, Net
Useful life			5 years		5 years

Goodwill (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Goodwill
Goodwill	$ 173,936	$ 173,936
Accumulated impairment loss	(76,883)	(76,883)
Balance at end of period	97,053	97,053	$ 97,053	$ 14,616
Beverage Solutions
Goodwill
Goodwill	173,936	173,936
Accumulated impairment loss	(76,883)	(76,883)
Balance at end of period	$ 97,053	$ 97,053	$ 97,053	$ 14,616

Amount after accumulated impairment loss of an asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.

Intangible Assets, Net (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended		12 Months Ended
Intangible Assets, Net (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021	Dec. 31, 2020
Intangible Assets, Net
Cost	$ 138,525		$ 138,525		$ 138,478	$ 138,156
Accumulated Amortization	(15,960)		(15,960)		(12,564)	(5,817)
Net	122,565		122,565		125,914	132,339
Amortization expenses	1,700	$ 1,700	$ 3,400	$ 3,300	$ 6,700	5,600
Useful life			20 years		20 years
Customer relationships
Intangible Assets, Net
Cost	137,500		$ 137,500		$ 137,500	137,500
Accumulated Amortization	(15,388)		(15,388)		(12,091)	(5,496)
Net	122,112		122,112		125,409	132,004
Favorable lease assets
Intangible Assets, Net
Cost	220		220		220	220
Accumulated Amortization	(101)		(101)		(79)	(36)
Net	119		119		141	184
Software
Intangible Assets, Net
Cost	805		805		758	436
Accumulated Amortization	(471)		(471)		(394)	(285)
Net	$ 334		$ 334		$ 364	$ 151

Leases - Other (Details)	12 Months Ended
Leases - Other (Details)	Dec. 31, 2021	Jun. 30, 2022
Leases
Option to extend	true
Option to terminate	true
Termination term (in years)	1 year	1 year
Minimum
Leases
Remaining non-cancelable lease term (in years)	1 year	1 year
Option to extend term (in years)	1 year	1 year
Maximum
Leases
Remaining non-cancelable lease term (in years)	22 years	22 years
Option to extend term (in years)	10 years	10 years

Leases - Schedule of amount of right-of-use lease assets and lease liabilities (Details) $ in Thousands	Jun. 30, 2022 USD ($)
Right-of-use lease assets and lease liabilities
Right-of-use operating lease assets	$ 11,260
Right-of-use operating lease assets, Balance sheet location	Other long-term assets
Operating lease liabilities - current	$ 2,382
Operating lease liabilities - current, Balance sheet location	Accrued expenses and other current liabilities
Operating lease liabilities - noncurrent	$ 8,873
Operating lease liabilities - noncurrent, Balance sheet location	Other long-term liabilities

Leases - Schedule of components of lease costs (Details) - USD ($) $ in Thousands	3 Months Ended	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2022
Lease Cost
Operating lease cost	$ 842	$ 1,771
Short-term lease cost	224	478
Total	$ 1,066	$ 2,249

Leases - Schedule of weighted average discount rate and remaining lease term (Details)	Jun. 30, 2022
Leases
Weighted-average discount rate	8.50%
Weighted-average remaining lease term	5 years 2 months 12 days

Leases - Schedule of supplemental cashflow information (Details) $ in Thousands	6 Months Ended
	Jun. 30, 2022 USD ($)
Leases
Operating cash flows from operating lease	$ 806

Leases - Schedule of future minimum lease payments under non-cancellable operating leases (Details) $ in Thousands	Jun. 30, 2022 USD ($)
Leases
Remainder of 2022	$ 1,633
2023	3,121
2024	2,743
2025	2,075
2026	1,439
Thereafter	3,125
Total future minimum lease payments	14,136
Less: imputed interest	(2,881)
Present value of minimum lease payments	$ 11,255

Leases - Schedule of minimum future lease payments under the previous lease guidance (Details) - USD ($) $ in Thousands	3 Months Ended	6 Months Ended	12 Months Ended
	Jun. 30, 2021	Jun. 30, 2021	Dec. 31, 2021	Dec. 31, 2020
Leases
Rent expense	$ 1,100	$ 2,200	$ 4,400	$ 5,700
Operating leases
2022			4,334
2023			4,332
2024			4,174
2025			3,286
2026			2,377
Thereafter			4,373
Total			$ 22,876

Debt - Other (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021	Dec. 31, 2020
Debt
Total debt	$ 377,197	$ 295,219	$ 288,618
Unamortized debt costs	(4,125)	(4,910)	(4,800)
Current maturities of long-term debt	(8,157)	(8,735)	(6,108)
Short-term debt	(67,871)	(4,510)	(6,447)
Long-term debt, net	297,044	277,064	271,263
Term loan
Debt
Total debt	232,961	235,668	238,990
ABL facility
Debt
Total debt	72,842	51,890	39,757
International trade finance lines
Debt
Total debt	67,871	4,510	6,447
International notes payable
Debt
Total debt	3,516	3,126	3,321
Other loans
Debt
Total debt	$ 7	$ 25	$ 103

Debt - Additional Information (Details) $ / shares in Units, $ in Thousands					3 Months Ended		6 Months Ended			12 Months Ended		16 Months Ended
	Jul. 13, 2022	Jul. 12, 2022	Nov. 22, 2021	Feb. 28, 2020 USD ($)	Jun. 30, 2022 USD ($) item $ / shares shares	Jun. 30, 2021 USD ($)	Jun. 30, 2022 USD ($) item $ / shares shares	Dec. 31, 2021 USD ($) item tranche	Jun. 30, 2021 USD ($)	Dec. 31, 2021 USD ($) item tranche	Dec. 31, 2020 USD ($)	Jun. 30, 2021	Jun. 16, 2022 USD ($)	Apr. 29, 2022 USD ($)	Mar. 16, 2022 USD ($)
Debt
Paid in kind interest						$ 400	$ 294		$ 991	$ 1,777	$ 790
Short-term debt					$ 67,871		$ 67,871	$ 4,510		4,510	6,447
Term Loan Due in 2025 \| Westrock Coffee Company, LLC.
Debt
Paid in kind interest rate (as a percent)			0.25%				0.25%	0.25%				0.75%
Paid in kind interest					100	$ 400	$ 300		$ 1,000	$ 1,800	$ 800
Debt finance costs				$ 5,600	$ 5,600		$ 5,600
Face amount				$ 240,000
Effective rate (as a percent)								9.75%		9.75%
Cap on add-backs for EBITDA (as a percent)	20.00%	15.00%
Debt term				5 years			5 years
Term Loan Due in 2025 \| Westrock Coffee Company, LLC. \| LIBOR
Debt
Effective rate (as a percent)					9.75%		9.75%
Term Loan Due in 2025 \| Westrock Coffee Company, LLC. \| Term Loan are due June 30, 2021
Debt
Principal payment percentage (as a percent)							0.625%			0.25%
Term Loan Due in 2025 \| Westrock Coffee Company, LLC. \| Term Loan are due June 30, 2023
Debt
Principal payment percentage (as a percent)							0.9375%			0.625%
Term Loan Due in 2025 \| Westrock Coffee Company, LLC. \| Term Loan are due June 30, 2024
Debt
Principal payment percentage (as a percent)							1.25%			0.9375%
US Asset Based Lending Facility \| Westrock Coffee Company, LLC.
Debt
Long term debt					$ 72,800		$ 72,800	$ 51,900		$ 51,900
Debt finance costs				$ 2,600	2,600		2,600
Face amount				$ 90,000
Maximum borrowing capacity					14,500		14,500	35,400		35,400
Line of credit					$ 2,700		$ 2,700	$ 2,700		$ 2,700
Cap on add-backs for EBITDA (as a percent)	20.00%	15.00%
Line of credit, Commitment fee percentage (as a percent)				0.375%			0.375%
Weighted average effective rate (as a percent)					5.80%		5.80%	4.10%		4.10%
US Asset Based Lending Facility \| Westrock Coffee Company, LLC. \| Base rate \| Minimum
Debt
Variable rate (as a percent)				0.50%			0.50%
US Asset Based Lending Facility \| Westrock Coffee Company, LLC. \| Base rate \| Maximum
Debt
Variable rate (as a percent)				2.00%			2.00%
US Asset Based Lending Facility \| Westrock Coffee Company, LLC. \| LIBOR \| Minimum
Debt
Variable rate (as a percent)				1.50%			1.50%
US Asset Based Lending Facility \| Westrock Coffee Company, LLC. \| LIBOR \| Maximum
Debt
Variable rate (as a percent)				3.00%			3.00%
International Debt and Lending Facilities \| Westrock Coffee Company, LLC.
Debt
Short-term debt					$ 1,600		$ 1,600	$ 2,500		$ 2,500
Number of tranches					2		2	3		3
International Debt and Lending Facilities \| Westrock Coffee Company, LLC. \| Mortgage backed securities
Debt
Long term note					$ 1,900		$ 1,900
International Debt and Lending Facilities, 10.25%, 30 June 2022 \| Westrock Coffee Company, LLC.
Debt
Interest rate (as a percent)								10.25%		10.25%
Short-term debt								$ 900		$ 900
International Debt and Lending Facilities, 9.5%, 30 September 2022 \| Westrock Coffee Company, LLC.
Debt
Interest rate (as a percent)					9.50%		9.50%	9.50%		9.50%
Short-term debt					$ 900		$ 900	$ 900		$ 900
International Debt and Lending Facilities, 9.5%, 31 December 2022 \| Westrock Coffee Company, LLC.
Debt
Short-term debt					700		700	700		700
Working Capital Trade Finance Facility \| Westrock Coffee Company, LLC.
Debt
Maximum borrowing capacity													$ 62,500	$ 55,000	$ 50,000
Short-term debt					52,000		$ 52,000	34,200		$ 34,200					$ 49,300
Agent fees percentage (as a percent)							0.25%			0.25%
Working Capital Trade Finance Facility \| Westrock Coffee Company, LLC. \| Mortgage backed securities
Debt
Short-term debt					$ 8,900		$ 8,900	$ 4,500		$ 4,500
Number of mortgage-backed lending facilities \| item					2		2	2		2
Long term note								$ 600		$ 600
Working Capital Trade Finance Facility \| Westrock Coffee Company, LLC. \| Prime rate \| Minimum
Debt
Interest rate (as a percent)					1.50%		1.50%
Variable rate (as a percent)										1.50%
Working Capital Trade Finance Facility \| Westrock Coffee Company, LLC. \| Prime rate \| Maximum
Debt
Interest rate (as a percent)					5.00%		5.00%
Variable rate (as a percent)										5.00%
Subordinated related party debt \| Wooster Capital, LLC ("Wooster") and Jo Ellen Ford
Debt
Interest rate (as a percent)				6.00%
Face amount				$ 13,300
Debt term				10 years
Grace period				6 months
Common stock shares issued (in shares) \| shares					1,330,000		1,330,000
Par value (in dollars per share) \| $ / shares					$ 0.01		$ 0.01

Derivatives - Other (Details) lb in Millions, $ in Millions	3 Months Ended		6 Months Ended		12 Months Ended
Derivatives - Other (Details) lb in Millions, $ in Millions	Jun. 30, 2022 USD ($) lb	Jun. 30, 2021 USD ($) lb	Jun. 30, 2022 USD ($) lb	Jun. 30, 2021 USD ($) lb	Dec. 31, 2021 USD ($) lb	Dec. 31, 2020 USD ($) lb
Derivatives
Net gains reported in AOCI expected to be reclassified \| $			$ 2.1		$ 14.4
Cash flow hedging
Derivatives
Gain (loss) reclassified from accumulated other comprehensive income \| $		$ 1.3		$ 1.9
Net gains reported in AOCI expected to be reclassified \| $	$ 2.7		$ 6.8		$ 7.2	$ 1.7
Coffee futures contracts \| Cash flow hedging
Derivatives
Notional amount of derivative purchased	6.9	21.3
Coffee futures contracts \| Designated as hedges \| Cash flow hedging
Derivatives
Derivative notional amount			1.5		7.9	10.6
Notional amount of derivative purchased					105.5
Coffee options \| Cash flow hedging
Derivatives
Notional amount of derivative purchased			48.2	48.6
Coffee options \| Designated as hedges \| Cash flow hedging
Derivatives
Notional amount of derivative purchased						145.2

Derivatives - Fair value of assets and liabilities (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021	Dec. 31, 2020
Derivatives
Fair value of derivative assets	$ 15,692	$ 13,765	$ 12,263
Fair value of derivative liabilities	7,583	14,021	3,397
Designated as hedges
Derivatives
Fair value of derivative assets	702	172	2,737
Fair value of derivative liabilities	829
Designated as hedges \| Coffee futures contracts \| Derivative assets
Derivatives
Fair value of derivative assets		172	2,091
Designated as hedges \| Coffee futures contracts \| Derivative liabilities
Derivatives
Fair value of derivative liabilities	829
Designated as hedges \| Coffee options \| Derivative assets
Derivatives
Fair value of derivative assets	702		646
Not designated as hedges
Derivatives
Fair value of derivative assets	14,990	13,593	9,526
Fair value of derivative liabilities	6,754	14,021
Not designated as hedges \| Forward sales contracts \| Derivative assets
Derivatives
Fair value of derivative assets	14,990	13,593	9,526
Not designated as hedges \| Forward purchase contracts \| Derivative liabilities
Derivatives
Fair value of derivative liabilities	$ 6,754	$ 14,021	$ 3,397

Derivatives - Pre-tax net gains and losses (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021	Dec. 31, 2020
Derivatives
Net unrealized gains (losses)	$ (2,425)	$ 4,526	$ (7,285)	$ 3,510	$ 8,178	$ 3,581
Designated as hedges \| Cash flow hedging \| Coffee derivatives \| Cost of sales
Derivatives
Net realized gains (losses)	2,701	1,302	6,831	1,900	$ 7,197	$ 1,746
Not designated as hedges \| Cash flow hedging \| Forward sales and purchase contracts \| Cost of sales
Derivatives
Net unrealized gains (losses)	$ 291	$ (3,038)	$ 7,237	$ (581)

Fair Value Measurements (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021	Dec. 31, 2020
Fair Value Measurements
Assets	$ 71,644	$ 61,610	$ 38,475
Liabilities	7,583	14,021	3,397
Green coffee associated with forward contracts
Fair Value Measurements
Assets	55,952	47,845	26,212
Forward sales contracts
Fair Value Measurements
Assets	14,990	13,593	9,526
Coffee futures contracts
Fair Value Measurements
Assets		172	2,091
Liabilities	829
Forward purchase contracts
Fair Value Measurements
Liabilities	6,754	14,021	3,397
Coffee options
Fair Value Measurements
Assets	702		646
Level 1
Fair Value Measurements
Assets	702	172	2,737
Liabilities	829
Level 1 \| Coffee futures contracts
Fair Value Measurements
Assets		172	2,091
Liabilities	829
Level 1 \| Coffee options
Fair Value Measurements
Assets	702		646
Level 2
Fair Value Measurements
Assets	70,942	61,438	35,738
Liabilities	6,754	14,021	3,397
Level 2 \| Green coffee associated with forward contracts
Fair Value Measurements
Assets	55,952	47,845	26,212
Level 2 \| Forward sales contracts
Fair Value Measurements
Assets	14,990	13,593	9,526
Level 2 \| Forward purchase contracts
Fair Value Measurements
Liabilities	$ 6,754	$ 14,021	$ 3,397

Accumulated Other Comprehensive Income - Schedule of changes in accumulated other comprehensive loss, net of tax (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021	Dec. 31, 2020
Accumulated Other Comprehensive Income
Balance at beginning of period	$ (192,606)	$ (152,562)	$ (175,998)	$ (139,741)	$ (139,741)	$ (4,362)
Net accumulated other comprehensive income	(2,434)	4,547	(7,294)	3,445	8,198	3,820
Balance at end of period	(207,696)	(159,886)	(207,696)	(159,886)	(175,998)	(139,741)
Cash flow hedge changes in fair value gain (loss)
Accumulated Other Comprehensive Income
Balance at beginning of period	6,899	2,565	11,759	3,581	3,581
Other comprehensive income (loss) before reclassifications	(531)	7,289	(2,800)	6,545	18,010	6,490
Amounts reclassified from accumulated comprehensive income	(2,701)	(1,302)	(6,831)	(1,900)	(7,197)	(1,746)
Tax effect	807	(1,461)	2,346	(1,135)	(2,635)	(1,163)
Net accumulated other comprehensive income	4,474	7,091	4,474	7,091	11,759	3,581
Balance at end of period	4,474	7,091	4,474	7,091	11,759	3,581
Foreign currency translation gain
Accumulated Other Comprehensive Income
Balance at beginning of period	259	153	259	239	239
Other comprehensive income (loss) before reclassifications	(9)	21	(9)	(65)	20	239
Net accumulated other comprehensive income	250	174	250	174	259	239
Balance at end of period	250	174	250	174	$ 259	$ 239
Accumulated other comprehensive income (loss)
Accumulated Other Comprehensive Income
Balance at end of period	$ 4,724	$ 7,265	$ 4,724	$ 7,265

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

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Amount of tax expense (benefit) allocated to other comprehensive income (loss).

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Earnings per Unit (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021	Dec. 31, 2020
Numerator:
Net loss attributable to common unitholders - basic	$ (12,858)	$ (12,203)	$ (24,471)	$ (24,376)	$ (46,155)	$ (147,684)
Net loss attributable to common unitholders - diluted	$ (12,858)	$ (12,203)	$ (24,471)	$ (24,376)	$ (46,155)	$ (147,684)
Denominator:
Weighted-average common units outstanding - basic	332,209	329,043	331,195	328,062	328,557	325,983
Weighted-average common units outstanding - diluted	332,209	329,043	331,195	328,062	328,557	325,983
Dilutive loss per common unit	$ (0.04)	$ (0.04)	$ (0.07)	$ (0.07)	$ (0.14)	$ (0.45)
Units options
Earnings per Unit
Antidilutive securities			16,400	13,100	30,500	24,200
Restricted common units
Earnings per Unit
Antidilutive securities			4,500	9,100	9,100	13,600
CEP units
Earnings per Unit
Antidilutive securities			239,200	222,200	239,200	222,200

Segment Information - Other (Details) - segment	6 Months Ended	12 Months Ended
Segment Information - Other (Details) - segment	Jun. 30, 2022	Dec. 31, 2021
Segment Information
Number of operating segments	2	2

Segment Information - Selected Financial Data (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021	Dec. 31, 2020
Segment Information
Net sales	$ 223,413	$ 171,144	$ 409,841	$ 326,475	$ 698,144	$ 550,846
Adjusted EBITDA	13,293	11,183	24,687	19,492	47,174	33,595
Interest expense, net	8,813	8,261	16,861	15,669	32,549	25,229
Income tax benefit	(1,499)	(502)	(3,083)	(1,443)	(3,368)	(17,545)
Depreciation and amortization	5,952	6,071	11,966	12,314	25,501	23,838
Acquisition, restructuring and integration expense	2,304	926	4,787	1,943	8,835	22,355
Management and consulting fees	866	1,595	2,201	3,200	6,382	5,317
Equity-based compensation	308	306	479	612	1,223	1,553
Mark-to-market adjustments	1,395	(2)	250	(1,975)	(3,585)	(217)
Loss (gain) on disposal of property, plant and equipment	184	(25)	289	243	243	7,750
Other	(789)	621	(1,461)	1,121	702	6,665
Net loss	(5,819)	(6,068)	(10,524)	(12,192)	(21,308)	(128,865)
Total assets	661,446	562,763	661,446	562,763	593,020	548,140
Operating Segments \| Beverage Solutions.
Segment Information
Net sales	170,865	134,405	319,226	261,668	551,013	424,906
Adjusted EBITDA	12,471	10,330	22,891	18,462	41,468	28,802
Total assets	546,449	493,686	546,449	493,686	510,751	488,577
Operating Segments \| Sustainable, Sourcing and Traceability
Segment Information
Net sales	58,459	41,322	106,232	74,021	170,035	150,577
Adjusted EBITDA	822	853	1,796	1,030	5,706	4,793
Total assets	114,997	69,077	114,997	69,077	82,269	59,563
Intersegment Eliminations
Segment Information
Net sales	$ (5,911)	$ (4,583)	$ (15,617)	$ (9,214)	$ (22,904)	$ (24,637)

Segment Information - Net sales information (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021	Dec. 31, 2020
Segment Information
Net sales	$ 223,413	$ 171,144	$ 409,841	$ 326,475	$ 698,144	$ 550,846
United States
Segment Information
Net sales	181,526	141,487	334,541	276,882	583,011	445,210
All other countries
Segment Information
Net sales	$ 41,887	$ 29,657	$ 75,300	$ 49,593	$ 115,133	$ 105,636

Commitments and Contingencies (Details) - USD ($) $ in Millions	Jun. 30, 2022	Dec. 31, 2021
Commitments and Contingencies
Purchase obligations	$ 371.7	$ 276.7
Standby Letters of Credit
Commitments and Contingencies
Letters of credit outstanding	$ 2.7	$ 2.7

Related Party Transactions - Transactions with related party (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021	Dec. 31, 2020
Related Party Transactions
Short-term related party debt					$ 34,199	$ 26,316
Interest expense, net	$ 202	$ 583	$ 943	$ 1,173	2,629	2,645
Brown Brothers Harriman
Related Party Transactions
Interest expense, net		287	541	578	1,393	1,509
Wooster Capital
Related Party Transactions
Interest expense, net	149	147	296	297	599	498
Jo Ellen Ford
Related Party Transactions
Interest expense, net	53	52	106	106	214	178
Westrock Group, LLC
Related Party Transactions
Selling, general and administrative expense					3,333	2,778
Westrock Finance, LLC
Related Party Transactions
Interest expense, net		$ 97		$ 192	423	460
Short-term related party debt \| Brown Brothers Harriman
Related Party Transactions
Short-term related party debt					34,199	26,316
Subordinated related party debt
Related Party Transactions
Subordinated related party debt	13,300		13,300		13,300	17,580
Subordinated related party debt \| Wooster Capital
Related Party Transactions
Subordinated related party debt	9,800		9,800		9,800	9,800
Subordinated related party debt \| Jo Ellen Ford
Related Party Transactions
Subordinated related party debt	$ 3,500		$ 3,500		$ 3,500	3,500
Subordinated related party debt \| Westrock Finance, LLC
Related Party Transactions
Subordinated related party debt						$ 4,280

Related Party Transactions - Other (Details) - USD ($) $ in Thousands	1 Months Ended	3 Months Ended		6 Months Ended		12 Months Ended
	Feb. 29, 2020	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021	Dec. 31, 2020
Related Party Transactions
Short-term related party debt						$ 34,199	$ 26,316
Selling, general and administrative expenses
Related Party Transactions
Expenses incurred		$ 800	$ 1,700	$ 800	$ 1,700
Westrock Group, LLC
Related Party Transactions
Expenses incurred			$ 200		$ 300
Westrock Group, LLC \| Accrued expenses and other current liabilities
Related Party Transactions
Short-term related party debt		500		500		200	200
Westrock Group, LLC \| Selling, general and administrative expenses
Related Party Transactions
Expenses incurred	$ 1,500	$ 200		$ 500		$ 800	$ 1,500

Carrying amount as of the balance sheet date of obligations due all related parties. For classified balance sheets, represents the current portion of such liabilities (due within one year or within the normal operating cycle if longer).

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-Paragraph 1
-Subparagraph (SX 210.4-08(k)(1))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iv))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Organization and Description of Business

Subsequent Events (Details) - Subsequent Event - USD ($)	Aug. 26, 2022	Jul. 14, 2022	Aug. 29, 2022	Apr. 04, 2022
Wooster Capital
Subsequent Events
Number of shares issued		2,150,000
Purchase price (in dollars per share)		$ 10.00
Proceeds from issuance of common stock		$ 21,500,000
Pre-funded commitment		11,700,000
Wooster Capital \| Convertible Debt
Subsequent Events
Face amount		$ 11,700,000
Debt term		1 year
Interest rate (as a percent)		8.00%
Debt converted into shares	1,170,000
Riverview
Subsequent Events
Number of shares issued	6,618,151
Number of shares issued, value	$ 66,300,000
Riverview \| Common Stock PIPE Commitments
Subsequent Events
Number of shares issued	1,910,000
Riverview \| New Company
Subsequent Events
Amount received	$ 66,300,000			$ 250,000,000
Riverview \| New Company \| Wells Fargo \| Term loan
Subsequent Events
Face amount	175,000,000.0			150,000,000
Riverview \| New Company \| Wells Fargo \| Revolving loan commitment
Subsequent Events
Outstanding borrowing			$ 0
Amount received	87,000,000.0
Face amount	175,000,000.0			$ 150,000,000
Riverview \| New Company \| Common Stock PIPE Commitments
Subsequent Events
Amount received	$ 230,900,000

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2021	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
ASSETS
Cash and cash equivalents	$ 14,343		$ 19,344	$ 17,040		$ 16,890
Restricted cash	3,842		3,526	1,163		1,762
Accounts receivable, net of allowance for credit losses of $3,749 at December 31, 2021 and $3,977 at December 31, 2020	96,001		85,795			66,154
Inventories	155,323		109,166			84,377
Derivative assets, net	15,692		13,765			12,263
Prepaid expenses and other current assets	8,894		6,410			5,760
Total current assets	294,095		238,006			187,206
Property, plant and equipment, net	131,802		127,613			126,274
Goodwill	97,053		97,053			97,053	$ 14,616
Intangible assets, net	122,565		125,914			132,339
Other long-term assets	15,931		4,434			5,268
Total Assets	661,446		593,020	562,763		548,140
LIABILITIES, REDEEMABLE UNITS, AND UNITHOLDERS' DEFICIT
Current maturities of long-term debt	8,157		8,735			6,108
Short-term debt	67,871		4,510			6,447
Short-term related party debt			34,199			26,316
Accounts payable	117,871		80,405			63,517
Derivative liabilities, net	7,583		14,021			3,397
Accrued expenses and other current liabilities	29,842		26,370			23,509
Total current liabilities	231,324		168,240			129,294
Long-term debt, net	297,044		277,064			271,263
Subordinated related party debt	13,300		13,300			17,580
Deferred income taxes	20,132		25,515			26,312
Other long-term liabilities	11,589		3,028			2,769
Total liabilities	573,389		487,147			447,218
Commitments and contingencies (Note 19)
Unitholders' Deficit
Common Units: $0 par value 375,420,213 units authorized; 329,042,787 units and 325,983,360 units issued and outstanding at December 31, 2021 and December 31, 2020, respectively
Additional paid-in capital	60,975		60,973			59,912
Accumulated deficit	(276,196)		(251,725)			(205,570)
Accumulated other comprehensive income	4,724		12,018			3,820
Total unitholders' deficit attributable to Westrock Coffee Holdings, LLC	(210,497)		(178,734)			(141,838)
Noncontrolling interest	2,801		2,736			2,097
Total unitholders' deficit	(207,696)	$ (192,606)	(175,998)	$ (159,886)	$ (152,562)	(139,741)	$ (4,362)
Total Liabilities, Redeemable Units and Unitholders' Deficit	661,446		593,020			548,140
Series A Redeemable Common Equivalent Preferred Units
LIABILITIES, REDEEMABLE UNITS, AND UNITHOLDERS' DEFICIT
Redeemable Common Equivalent Preferred Units	277,762		264,729			$ 240,663
Series B Redeemable Common Equivalent Preferred Units
LIABILITIES, REDEEMABLE UNITS, AND UNITHOLDERS' DEFICIT
Redeemable Common Equivalent Preferred Units	$ 17,991		$ 17,142

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2021	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Allowance for credit loss	$ 2,392	$ 3,011	$ 3,749	$ 3,666	$ 4,005	$ 3,977	$ 606
Common units : Par Value (in dollars per unit)	$ 0		$ 0			$ 0
Common units: Authorized (in units)	375,420,213		375,420,213			375,420,213
Common units: Issued (in units)	332,209,476		329,042,787			325,983,360
Common units: Outstanding (in units)	332,209,476		329,042,787			325,983,360
Series A Redeemable Common Equivalent Preferred Units
Redeemable Common Preferred Units, Par Value (in dollars per unit)	$ 0		$ 0			$ 0
Redeemable Common Preferred Units Authorized (in units)	222,150,000		222,150,000			222,150,000
Redeemable Common Preferred Units Issued (in units)	222,150,000		222,150,000			222,150,000
Redeemable Common Preferred Units Outstanding (in units)	222,150,000		222,150,000			222,150,000
Series B Redeemable Common Equivalent Preferred Units
Redeemable Common Preferred Units, Par Value (in dollars per unit)	$ 0		$ 0			$ 0
Redeemable Common Preferred Units Authorized (in units)	17,000,000		17,000,000			17,000,000
Redeemable Common Preferred Units Issued (in units)	17,000,000		17,000,000			17,000,000
Redeemable Common Preferred Units Outstanding (in units)	17,000,000		17,000,000			17,000,000

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Net sales	$ 698,144	$ 550,846
Total costs of sales	552,721	443,644
Gross profit	145,423	107,202
Selling, general and administrative expense	128,506	115,648
Acquisition, restructuring and integration expense	8,835	22,355
Impairment charges		82,083
Loss on disposal of property, plant and equipment	243	7,750
Total operating expenses	137,584	227,836
Income from operations	7,839	(120,634)
Other (income) expense, net	(34)	547
Interest expense	32,549	25,229
Loss before income taxes	(24,676)	(146,410)
Income tax benefit	(3,368)	(17,545)
Net loss	(21,308)	(128,865)
Net income attributable to noncontrolling interest	639	306
Net loss attributable to unitholders	(21,947)	(129,171)
Accumulating preferred dividends	(24,208)	(18,513)
Net loss attributable to common unitholders	$ (46,155)	$ (147,684)
(Loss) earnings per common unit:
Basic (in dollars per unit)	$ (0.14)	$ (0.45)
Diluted (in dollars per unit)	$ (0.14)	$ (0.45)
Weighted-average number of units outstanding
Basic (in units)	328,557	325,983
Diluted (in units)	328,557	325,983
Product
Net sales	$ 551,013	$ 424,906
Total costs of sales	423,314	330,310
Forward contract and other
Net sales	147,131	125,940
Total costs of sales	$ 129,407	$ 113,334

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021	Dec. 31, 2020
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
Net loss	$ (5,819)	$ (6,068)	$ (10,524)	$ (12,192)	$ (21,308)	$ (128,865)
Other comprehensive income, net of tax:
Unrealized (loss) gain on derivative instruments	(2,425)	4,526	(7,285)	3,510	8,178	3,581
Foreign currency translation adjustment	(9)	21	(9)	(65)	20	239
Total other comprehensive (loss) income	(2,434)	4,547	(7,294)	3,445	8,198	3,820
Comprehensive loss	(8,253)	(1,521)	(17,818)	(8,747)	(13,110)	(125,045)
Comprehensive income attributable to noncontrolling interests	(106)	26	65	336	639	306
Comprehensive loss attributable to unitholders	(8,147)	(1,547)	(17,883)	(9,083)	(13,749)	(125,351)
Accumulating preferred dividends	(7,145)	(6,109)	(13,882)	(11,848)	(24,208)	(18,513)
Comprehensive loss attributable to common unitholders	$ (15,292)	$ (7,656)	$ (31,765)	$ (20,931)	$ (37,957)	$ (143,864)

CONSOLIDATED STATEMENTS OF UNITHOLDERS' DEFICIT $ in Thousands	12 Months Ended
	Dec. 31, 2020 USD ($) shares
Balance at beginning of period	$ (4,362)
Net income (loss)	(128,865)
Other comprehensive income (loss)	3,820
Equity-based compensation	1,553
Accumulating preferred dividends	(18,513)
Balance at end of period	$ (139,741)
Balance at the end (in units) \| shares	325,983,360
Change in accounting principle
Balance at beginning of period	$ 6,626
Common Units
Balance at the beginning (in units) \| shares	325,983,000
Balance at the end (in units) \| shares	325,983,000
Additional Paid-in Capital
Balance at beginning of period	$ 58,359
Equity-based compensation	1,553
Balance at end of period	59,912
Accumulated Deficit
Balance at beginning of period	(64,512)
Net income (loss)	(129,171)
Accumulating preferred dividends	(18,513)
Balance at end of period	(205,570)
Accumulated Deficit \| Change in accounting principle
Balance at beginning of period	6,626
Accumulated Other Comprehensive Income
Other comprehensive income (loss)	3,820
Balance at end of period	3,820
Non-Controlling Interest
Balance at beginning of period	1,791
Net income (loss)	306
Balance at end of period	$ 2,097

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Cash flows from operating activities:
Net loss	$ (21,308)	$ (128,865)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization	25,501	23,838
Impairment charges		82,083
Equity-based compensation	1,223	1,553
Paid-in-Kind interest added to debt principal	1,777	790
Allowance for credit losses	439	4,452
Amortization of deferred financing fees included in interest expense	1,840	1,266
Inventory write-offs		5,432
Loss on disposal of property, plant and equipment	243	7,750
Mark-to-market adjustments	(3,585)	(217)
Foreign currency transactions	492	498
Change in deferred income taxes	(3,433)	(18,256)
Change in operating assets and liabilities, net of acquisitions:
Accounts receivable	(20,102)	965
Inventories	(16,543)	16,869
Derivative assets and liabilities	14,860	1,463
Prepaid expense and other assets	(401)	(351)
Accounts payable	18,724	(32,146)
Accrued liabilities and other	3,150	19,426
Net cash used in operating activities	2,877	(13,450)
Cash flows from investing activities:
Additions to property and equipment	(25,115)	(19,472)
Additions to intangible assets	(321)
Proceeds from sale of property and equipment	2,789	987
Acquisition of S&D Coffee Inc., net of cash acquired		(393,337)
Net cash used in investing activities	(22,647)	(411,822)
Cash flows from financing activities:
Payments on debt	(111,313)	(122,018)
Proceeds from debt	119,740	352,968
Payment of debt issuance costs	(1,426)	(8,229)
Principal payments on capital leases		(2,292)
Net unit settlement	(162)
Proceeds from the issuance of common equivalent preferred units	17,000	222,150
Net cash provided by financing activities	23,839	442,579
Effect of exchange rate changes on cash	149	(38)
Net decrease in cash and cash equivalents and restricted cash	4,218	17,269
Cash and cash equivalents and restricted cash at beginning of period	18,652	1,383
Cash and cash equivalents and restricted cash at end of period	22,870	18,652
Supplemental non-cash investing and financing activities:
Property, plant and equipment acquired but not yet paid	184	2,020
Accumulating preferred dividends	24,208	18,513
Supplemental cash flow information:
Cash paid for interest	28,496	20,789
Cash paid for income taxes, net	$ 1,409	$ 98

Organization and Description of Business

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Organization and Description of Business

WESTROCK COFFEE COMPANY

(f/k/a Westrock Coffee Holdings, LLC)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1. Organization and Description of Business

Note 1. Organization and Description of Business

Basis of Presentation and Consolidation

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Basis of Presentation and Consolidation

Basis of Presentation and Consolidation

Note 2. Basis of Presentation and Consolidation

Note 2. Basis of Presentation and Consolidation

The accompanying Consolidated Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) using the U.S. dollar as the reporting currency.

Going Concern

Summary of Significant Accounting Policies

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Summary of Significant Accounting Policies

Note 3. Summary of Significant Accounting Policies

Accounts Receivable and Allowance for Credit Losses

Activity in the allowance for credit losses was as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
(Thousands)	2022		2021		2022		2021
Balance at beginning of period	$	3,011	$	4,005	$	3,749	$	3,977
Charged to selling, general and administrative expense		25		56		922		100
Write-offs		(644)		(395)		(2,279)		(411)
Total	$	2,392	$	3,666	$	2,392	$	3,666

Inventories

Recently issued accounting pronouncements

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

Key estimates and judgements include the following:

(i)

(ii)

Note 3. Summary of Significant Accounting Policies

Use of Estimates

Change in Accounting Principle

Cash and Cash Equivalents

Restricted Cash

The total cash and cash equivalents and restricted cash presented on the Consolidated Statements of Cash flows is as follows:


	Year Ended		Year Ended
(Thousands)	December 31, 2021		December 31, 2020
Cash and cash equivalents	$	19,344	$	16,890
Restricted cash		3,526		1,762
Total	$	22,870	$	18,652

Accounts Receivable and Allowance for Credit Losses

Activity in the allowance for credit losses was as follows:


	Year Ended		Year Ended
(Thousands)	December 31, 2021		December 31, 2020
Balance at beginning of period	$	3,977	$	606
Charged to selling, general and administrative expense		439		4,452
Write-offs and adjustments		(667)		(1,081)
Total	$	3,749	$	3,977

Inventories

Property, Plant and Equipment

Goodwill

For the years ended December 31, 2021 and 2020, no impairment charges were recognized as a result of our annual impairment test completed during the fourth quarter of each year.

Impairment of Property, Plant and Equipment

Intangible Assets

Debt Costs

Derivatives

Revenue Recognition

Sales Incentives

Cost of Sales

Selling, General and Administrative Expense

Equity-Based Compensation

Foreign Currency Translation

Income Taxes

Business Combinations

Noncontrolling Interest

Acquisition, Restructuring and Integration Expense

Restructuring Plans

Recently issued accounting pronouncements

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

Update ASU 2020-04 — Reference Rate Reform (Topic 848) and Update ASU 2021-01 — Reference Rate Reform (Topic 848): Scope

Update ASU 2021-08 — Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers

Revenue

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Revenue

Revenue

Note 4. Revenue

Revenue from Contracts with Customers (ASC 606)

Revenue from Forward Contracts (ASC 815)

Contract Estimates

Contract Balances

Disaggregated Revenue

Further disaggregation of revenues from sales to external customers by type are presented below:


	Three Months Ended June 30,				Six Months Ended June 30,
(Thousands)	2022		2021		2022		2021
Coffee & tea	$	140,614	$	108,725	$	262,296	$	211,609
Flavors, extracts & ingredients		29,397		24,607		55,063		47,335
Other		854		1,073		1,867		2,724
Green coffee		52,548		36,739		90,615		64,807
Net sales	$	223,413	$	171,144	$	409,841	$	326,475

Note 4. Revenue

Revenue from Contracts with Customers (ASC 606)

We measure revenue based on the consideration specified in the client arrangement, and revenue is recognized when the performance obligations in the client arrangement are satisfied. 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.

Revenue from Forward Contracts (ASC 815)

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 $1.9 million at December 31, 2021 and $3.1 million at December 31, 2020.

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, 2021 or 2020. Receivables from contracts with customers are included in accounts receivable, net on the Company’s Consolidated Balance Sheets. At December 31, 2021 and 2020, accounts receivable, net included $89.0 million and $69.5 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, 2021 and 2020, no costs were capitalized as all arrangements were less than a year.

Concentration of Customers

Disaggregated Revenue

Further disaggregation of product revenues recognized under ASC 606 to external customers by product type and geographic area based on customer location is as follows:


	Year Ended		Year Ended
(Thousands)	December 31, 2021		December 31, 2020
Coffee & tea	$	445,466	$	344,919
Flavors, extracts & ingredients		98,850		72,460
Other		6,697		7,527
Total product revenues	$	551,013	$	424,906


	Year Ended		Year Ended
(Thousands)	December 31, 2021		December 31, 2020
United States	$	547,201	$	421,670
All other countries		3,812		3,236
Total product revenues	$	551,013	$	424,906

Equity-Based Compensation

Acquisitions

12 Months Ended

Dec. 31, 2021

Acquisitions

Acquisitions

Note 5. Acquisitions

S&D Acquisition

On February 28, 2020, the Company (via its subsidiary WCC) 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 (see Note 6), a $240.0 million term loan, and a $25.0 million draw from an asset-based lending facility (see Note 13). 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 sellers’ 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 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 (Note 3)		5,200		Indefinite
Favorable lease asset		220		5 years
Total	$	142,920

S&D, which is reported within our Beverage Solutions segment (see Note 18), 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 unit amounts)	December 31, 2020
Revenue	$	647,935
Net loss attributable to common unitholders		(138,896)
Net loss per common unitholder		(0.49)

Ownership

12 Months Ended

Dec. 31, 2021

Ownership

Ownership

Note 6. Ownership

The Company’s ownership interests consist of two classes of equity units, referred to as Common Units and Common Equivalent Preferred Units (“CEP Units” and the holders of such units, the “CEP Unitholders”) collectively, the “Company Units”. On December 1, 2021, the Company closed on a $17.0 million capital raise from its existing unitholders and in connection therewith, the existing CEP Units were renamed as Series A CEP Units (but otherwise have the same rights, preferences and privileges as before) and the Company authorized the creation of a new series of CEP Units, the “Series B CEP Units”. Participating unitholders received Series B CEP Units, at a price of $1.00 per unit. The Series B CEP Units have the same terms as, and are in parity with, the existing Series A CEP Units, except with respect to the issuance date on which the respective CEP Unit Liquidation Preference begins accruing.

Each Common Unit has one vote on all matters on which the holders of the Common Units are entitled to vote. Each CEP Unit votes on an as-converted basis with the Common Units and accordingly has one vote on all matters on which the holders of the Common Units are entitled to vote.

Common Equivalent Preferred 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 CEP Unit 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 year ended December 31, 2021, the Series A CEP Units accrued $24.1 million of liquidation preference and the Series B CEP Units accrued $0.1 million of liquidation preference. For the year ended December 31, 2020, the Series A CEP Units accrued $18.5 million of liquidation preference. As of December 31, 2021, no distributions have been made to CEP unitholders.

CEP Unitholders are entitled to receive annual cash dividends, in parity with each other, out of any assets legally available, and only when, as and if declared by the Board of Directors of the Company (the “Board”), in an amount equal to the greater of (i) a fixed rate from and including the date of issuance of such CEP Units equal to ten percent (10%) per annum of the CEP Unit Liquidation Preference for each outstanding CEP Unit then held by them, rounded to the nearest cent (the “Preferred Yield”) and (ii) the as-converted dividend on the Common Units (the “Common Dividends”), if any in respect of each outstanding CEP Unit then held by them. The Board may, in its sole discretion and solely out of any assets legally available thereof, declare and pay dividends in cash to the holders of CEP Units (“CEP Dividends”) up to the amount of the Preferred Yield without making any Common Dividends or other distributions to holders of Common Units. The Board may, however, declare and pay Common Dividends prior to paying CEP Dividends provided that CEP Unitholders shall participate, on an as-converted basis and in parity with the Common Units, in any such Common Dividends, which amount of Common Dividends shall be treated as payment of (or, if applicable, in excess of) the Preferred Yield.

Each CEP Unitholder may at any time, at its option, convert all (but not less than all) of its CEP Units into Common Units on a 1:1 basis. CEP Units will automatically be converted into the same number of Common Units upon a liquidation, dissolution or winding up of the Company if the liquidation proceeds to be received by CEP Unitholders, on an as-converted basis, would exceed the CEP Unit Liquidation Preference. In addition, subject to certain conditions, after 7 years, each of the Company and new investors who were issued CEP Units in connection with the S&D transaction have the right to put/call the CEP Units at the greater of the CEP Unit Liquidation Preference or fair market value of such CEP Units (or if such CEP Units have been converted into Common Units, at fair market value of such Common Units).

As a result of redemption rights being within the control of the CEP Unitholder, at inception the CEP Units were recorded at the amount contributed within mezzanine equity on the Consolidated Balance Sheets.

Equity-Based Compensation

12 Months Ended

Dec. 31, 2021

Equity-Based Compensation

Note 7. Equity-Based Compensation

During 2020, the Company implemented an equity compensation program, which was designed to attract and retain key employees while also aligning employees’ interests with the interests of our unitholders. Unit options are granted to employees under the 2020 Unit Option Incentive Plan.

Compensation expense for all equity-based compensation awards is based on the grant date fair value estimate. The Company recognizes these compensation costs using graded vesting attribution over the requisite service period of the award. As equity-based compensation expense recognized is based on awards ultimately expected to vest such expense is reduced for estimated forfeitures. Income tax benefits related to the tax deductions for share-based awards are recognized only upon settlement of the related share-based awards.

Unit Options

We account for our employee unit options under the fair value method using the Black Scholes valuation model. During the year ended December 31, 2021 we granted 9.3 million unit options to employees, which had a fair value of approximately $0.5 million as of the grant date. One-half of the options granted vest over four years of continuous service by the employee, and one-half of the options vest upon the realization of cash proceeds on all CEP Units issued on February 28, 2020 equal to 2.0x of the cost of such common units (“MOIC-vesting units”), provided that the recipient is either still working for the Company at the date of such realization event or that the performance goals are achieved within one year following a qualified termination of the recipient’s employment. All unit option grants have an exercise price equal to, or greater than, the fair market value of a common unit of the Company on the grant date, and generally have a ten-year term prior to expiration. The fair value of the unit option grants is amortized to expense over the vesting period, which is generally four years. Management expects to fulfill any options exercised by issuance of new common units. Management includes an estimate of forfeitures annually based upon its expectation that some options will not vest due to a break in employment or service by the recipient prior to vesting.

The Company recognizes expense related to the unit options using graded vesting attribution and recognized approximately $0.5 million and $0.4 million of expense for the years ended December 31, 2021 and 2020, respectively, which is included in selling,

general and administrative expenses on our Consolidated Statements of Operations. The total compensation cost of nonvested options, not yet recognized, is approximately $0.6 million, which is to be recognized over the next four years.


	Options	Average Price		Average Life
Unit Options
Options outstanding at December 31, 2020	24,125,000	$	0.05
Options granted	9,250,000	$	0.05	10 years
Options forfeited	(2,875,000)	$	0.05	10 years
Options exercised	—
Outstanding at December 31, 2021	30,500,000	$	0.05

Exercisable at December 31, 2021	2,750,000

The aggregate intrinsic value of unvested unit options was $0.1 million at December 31, 2021, based on the estimated per unit value of common units as of that date.

Restricted Common Units

On February 28, 2020, the Company granted 13,582,640 restricted common units (“RMUs”), to three key executive employees which vest subject to continued employment. Such RMUs carry the same rights and limitations of the other junior common units pursuant to the Operating Agreement of WCH. The RMUs vest in three installments on each anniversary of the grant date. RMU 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 RMUs 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 $0.8 million and $1.2 million in expense for the RMUs in the years ended December 31, 2021 and 2020, respectively, which is included in selling, general and administrative expense on our Consolidated Statements of Operations. Total compensation expense of nonvested RMUs not yet recognized is approximately $0.4 million, which is to be recognized over the next two years.


		Average Fair
	Units	Market Value
Restricted Member Units
Units outstanding at December 31, 2020	13,582,640	$	0.17
Units granted	—	$	—
Units forfeited	—	$	—
Units vested	(4,527,547)	$	0.11
Units outstanding at December 31, 2021	9,055,093	$	0.17

The aggregate intrinsic value of unvested RMUs was approximately $3.2 million on December 31, 2021, which is based on the estimated per unit value of common units as of such date using the Black Scholes valuation model.

Inventories

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Note 5. Inventories

The following table summarizes inventories as of June 30, 2022 and December 31, 2021:


(Thousands)	June 30, 2022		December 31, 2021
Raw materials	$	55,887	$	45,079
Finished goods		21,955		14,895
Green coffee		77,481		49,192
Total inventories	$	155,323	$	109,166

Note 8. Inventories

The following table summarizes inventories as of December 31, 2021 and 2020:


(Thousands)	December 31, 2021		December 31, 2020
Raw materials	$	45,079	$	39,838
Finished goods		14,895		14,577
Green coffee		49,192		29,962
Total inventories	$	109,166	$	84,377

Green coffee inventories represents green coffee held for re-sale. At December 31, 2021 and 2020, all green coffee held for resale was included within our Sustainable Sourcing & Traceability segment.

Property, Plant and Equipment, Net

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Property, Plant and Equipment, Net

Note 6. Property, Plant and Equipment, Net

The following table summarizes property, plant and equipment, net:


(Thousands)	Depreciable Lives	June 30, 2022		December 31, 2021
Land		$	9,123	$	9,150
Buildings	10 – 40 years		44,082		43,895
Leasehold improvements⁽¹⁾			786		613
Plant equipment	3 – 15 years		89,951		88,155
Vehicles and transportation equipment	3 – 5 years		799		876
IT systems	3 – 7 years		2,454		2,453
Furniture and fixtures	3 – 10 years		2,929		2,746
Customer beverage equipment⁽²⁾	3 – 5 years		23,184		24,341
Lease right-of-use assets⁽³⁾			10		—
Construction in progress and equipment deposits			18,066		8,025
			191,384		180,254
Less: accumulated depreciation			(59,582)		(52,641)
Property, plant and equipment, net		$	131,802	$	127,613

(1)	Leasehold improvements are amortized over the shorter of their estimated useful lives or the related lease life.

(2)	Customer beverage equipment consists of brewers held on site at customer locations.

(3)	Lease right-of-use assets are amortized over the shorter of the useful life of the asset or the lease term.

Note 9. Property, Plant and Equipment, Net

The following table summarizes property, plant and equipment, net as of December 31, 2021 and 2020:


(Thousands)	Depreciable Lives	December 31, 2021		December 31, 2020
Land		$	9,150	$	8,010
Buildings	10 – 40 years		43,895		35,028
Leasehold improvements⁽¹⁾			613		399
Plant equipment	3 – 15 years		88,155		74,363
Vehicles and transportation equipment	3 – 5 years		876		910
IT systems	3 – 7 years		2,453		2,195
Furniture and fixtures	3 – 10 years		2,746		2,318
Customer beverage equipment⁽²⁾	3 – 5 years		24,341		26,507
Construction in progress and equipment deposits			8,025		13,372
			180,254		163,102
Less: accumulated depreciation			(52,641)		(36,828)
Property, plant and equipment, net		$	127,613	$	126,274

(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.

Goodwill

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Goodwill.

Goodwill

Note 7. Goodwill

The following table reflects the carrying amount of goodwill:


	Beverage
(Thousands)	Solutions		Total
Goodwill	$	173,936	$	173,936
Accumulated impairment loss		(76,883)		(76,883)
Balance at June 30, 2022, net	$	97,053	$	97,053

Note 10. Goodwill

Changes in the carrying amount of goodwill occurring during the years ended December 31, 2021 and 2020 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 (Note 3)		(76,883)		(76,883)
Balance at December 31, 2020, net		97,053		97,053
Goodwill		173,936		173,936
Accumulated impairment loss		(76,883)		(76,883)
Balance at December 31, 2021, net	$	97,053	$	97,053

Intangible Assets, Net

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Accrued Expense and Other Current Liabilities

Intangible Assets, Net

Note 8. Intangible Assets, Net

The following table summarizes intangible assets, net as of June 30, 2022 and December 31, 2021:


	June 30, 2022
			Accumulated
(Thousands)	Cost		Amortization		Net
Customer relationships	$	137,500	$	(15,388)	$	122,112
Favorable lease asset		220		(101)		119
Software		805		(471)		334
Intangible assets, net	$	138,525	$	(15,960)	$	122,565


	December 31, 2021
			Accumulated
(Thousands)	Cost		Amortization		Net
Customer relationships	$	137,500	$	(12,091)	$	125,409
Favorable lease asset		220		(79)		141
Software		758		(394)		364
Intangible assets, net	$	138,478	$	(12,564)	$	125,914

Note 11. Intangible Assets, Net

The following table summarizes intangible assets, net as of December 31, 2021 and 2020:


	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


	December 31, 2020
			Accumulated
(Thousands)	Cost		Amortization		Net
Customer relationships	$	137,500	$	(5,496)	$	132,004
Favorable lease asset		220		(36)		184
Software		436		(285)		151
Intangible assets, net	$	138,156	$	(5,817)	$	132,339

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


(Thousands)
2022	$	6,808
2023		6,712
2024		6,681
2025		6,616
2026		6,606
Thereafter		92,491
Total	$	125,914

Accrued Expense and Other Current Liabilities

12 Months Ended

Dec. 31, 2021

Accrued Expense and Other Current Liabilities

Note 12. Accrued Expense and Other Current Liabilities

The following table summarizes accrued liabilities as of December 31, 2021 and 2020:


(Thousands)	December 31, 2021		December 31, 2020
Accrued compensation and sales commissions	$	8,731	$	6,678
Accrued interest		2,905		2,382
Payroll, sales, and other taxes		1,666		4,088
Accrued sales incentives		1,921		3,111
Self-insurance liabilities		710		1,461
Accrued management fees		1,111		278
Other accrued liabilities		9,326		5,511
Total accrued liabilities	$	26,370	$	23,509

Debt

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Debt

Debt

Note 10. Debt

Our long-term debt was as follows:


(Thousands)	June 30, 2022		December 31, 2021
Term loan	$	232,961	$	235,668
ABL facility		72,842		51,890
International trade finance lines		67,871		4,510
International notes payable		3,516		3,126
Other loans		7		25
Total debt		377,197		295,219
Unamortized debt costs		(4,125)		(4,910)
Current maturities of long-term debt		(8,157)		(8,735)
Short-term debt		(67,871)		(4,510)
Long-term debt, net	$	297,044	$	277,064

Prior Term Loan Facility

Prior ABL Facility

Covenant Compliance

International Debt and Lending Facilities

Subordinated Related Party Debt

Note 13. Debt

Our long-term debt as of December 31, 2021 and 2020 was as follows:


(Thousands)	December 31, 2021		December 31, 2020
Term loan	$	235,668	$	238,990
ABL facility		51,890		39,757
International trade finance lines		4,510		6,447
International notes payable		3,126		3,321
Other loans		25		103
Total debt		295,219		288,618
Unamortized debt costs		(4,910)		(4,800)
Current maturities of long-term debt		(8,735)		(6,108)
Short-term debt		(4,510)		(6,447)
Long-term debt, net	$	277,064	$	271,263

The debt payments required in each of the next five years and thereafter are as follows:


(Thousands)
2022	$	13,245
2023		8,473
2024		11,444
2025		262,057
2026		—
Thereafter		—
Total	$	295,219

Term Loan due in 2025

US Asset-Based Lending Facility

Covenant Compliance

International Debt and Lending Facilities

Related Party Debt

Leases

12 Months Ended

Dec. 31, 2021

Leases

Leases

Note 14. Leases

We have operating leases for manufacturing and production facilities, branch distribution and warehouse facilities, vehicles and machinery and equipment. Some of our lease agreements have renewal options, tenant improvement allowances, rent holidays and rent escalation clauses, which are not included in the below table. The remaining terms on our leases range from 1 year to 22 years, some of which may include options to extend the leases generally between 1 and 10 years, and some of which may include options to terminate the leases within 1 year.

Maturities of lease obligations 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

Rent expense for the years ended December 31, 2021 and 2020 was $4.4 million and $5.7 million, respectively.

Accumulated Other Comprehensive Loss

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Accumulated Other Comprehensive Loss

Note 13. Accumulated Other Comprehensive Income

Changes in accumulated other comprehensive loss, net of tax by component is as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
(Thousands)	2022		2021		2022		2021
Cash flow hedge changes in fair value gain (loss):
Balance at beginning of period	$	6,899	$	2,565	$	11,759	$	3,581
Other comprehensive income (loss) before reclassifications		(531)		7,289		(2,800)		6,545
Amounts reclassified from accumulated comprehensive income		(2,701)		(1,302)		(6,831)		(1,900)
Tax effect		807		(1,461)		2,346		(1,135)
Net accumulated other comprehensive income		4,474		7,091		4,474		7,091
Less: Other comprehensive income attributable to noncontrolling interests		—		—		—		—
Balance at end of period		4,474		7,091		4,474		7,091
Foreign currency translation gain
Balance at beginning of period		259		153		259		239
Other comprehensive income (loss) before reclassifications		(9)		21		(9)		(65)
Amounts reclassified from accumulated comprehensive income		—		—		—		—
Tax effect		—		—		—		—
Net other comprehensive income		250		174		250		174
Less: Other comprehensive income attributable to noncontrolling interests		—		—		—		—
Balance at end of period		250		174		250		174
Accumulated other comprehensive income at end of period	$	4,724	$	7,265	$	4,724	$	7,265

Note 15. Accumulated Other Comprehensive Loss

Changes in accumulated other comprehensive loss, net of tax by component is as follows for the years ended December 31, 2021 and 2020:


	Year Ended		Year Ended
(Thousands)	December 31, 2021		December 31, 2020
Cash flow hedge changes in fair value gain (loss):
Balance at beginning of period	$	3,581	$	—
Other comprehensive income (loss) before reclassifications		18,010		6,490
Amounts reclassified from accumulated comprehensive income		(7,197)		(1,746)
Tax effect		(2,635)		(1,163)
Net other comprehensive income (loss)		11,759		3,581
Less: Other comprehensive income (loss) attributable to noncontrolling interests		—		—
Balance at end of period		11,759		3,581
Foreign currency translation gain (loss)
Balance at beginning of period		239		—
Other comprehensive income (loss) before reclassifications		20		239
Amounts reclassified from accumulated comprehensive income		—		—
Tax effect		—		—
Net other comprehensive income (loss)		259		239
Less: Other comprehensive income (loss) attributable to noncontrolling interests		—		—
Balance at end of period		259		239
Accumulated other comprehensive income (loss) at end of period	$	12,018	$	3,820

Income Taxes

12 Months Ended

Dec. 31, 2021

Income Taxes

Note 16. Income Taxes

Prior to the reorganization described in Note 1, the Company was taxed as a “flow-through” entity for U.S. income tax purposes. In lieu of corporate income taxes, the owners were taxed on their proportionate shares of the Company’s taxable income. The reorganization on February 28, 2020 results in the Company becoming taxable at the entity level as part of a consolidated corporate structure from that date forward. The “flow-through” entity had liabilities in excess of the tax basis of its assets at the time of the reorganization and therefore the partners recognized gain of $36.7 million. The Company received a step-up in the tax basis of its assets equal to this gain. The foreign entities included in these financials are subject to income taxes in their local jurisdictions.

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


	Year Ended		Year Ended
(Thousands)	December 31, 2021		December 31, 2020
U.S.		(28,573)		(147,196)
International		3,897		786
Loss before income taxes	$	(24,676)	$	(146,410)

Income tax expense (benefit) consisted of the following:


	Year Ended		Year Ended
(Thousands)	December 31, 2021		December 31, 2020
Current expense (benefit)
Federal	$	—	$	—
State		179		201
Foreign		(99)		510
Total current		80		711
Deferred expense (benefit)
Federal		(4,617)		(15,230)
State		(901)		(3,003)
Foreign		2,070		(23)
Total deferred		(3,448)		(18,256)
Income tax expense (benefit)	$	(3,368)	$	(17,545)

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


	Year Ended		Year Ended
(Thousands)	December 31, 2021		December 31, 2020
Income tax expense (benefit) at US statutory income tax rate	$	(5,182)	$	(30,746)
State income tax expense (benefit), net of federal benefit		(773)		(2,844)
Foreign rate differential		(304)		(179)
Goodwill impairment		—		16,624
Global intangible low-taxed income (“GILTI”) inclusion		1,095		22
Transaction costs		260		507
Other permanent differences		78		136
Step-up on C Corp conversion		—		(1,578)
Change in valuation allowance		632		513
Provision to return adjustments		(166)		—
Effect of change in foreign tax rates		1,181		—
Other		(189)		—
Income tax benefit	$	(3,368)	$	(17,545)
Effective tax rate		13.6%		12.0%

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, 2021		December 31, 2020
Deferred tax assets
Liabilities and reserves	$	3,501	$	3,471
Interest limitation		8,884		4,906
Net operating losses		8,850		8,049
Transaction expenses		79		187
Inventories		—		630
Other		711		789
Total		22,025		18,032
Valuation allowance		(1,145)		(513)
Total deferred tax assets, net	$	20,880	$	17,519
Deferred tax liabilities
Property, plant and equipment	$	(10,581)	$	(10,501)
Intangible assets		(29,221)		(30,699)
Derivatives		(4,451)		(2,426)
Inventories		(2,035)		—
Other		(107)		(205)
Total		(46,395)		(43,831)
Net deferred tax liability	$	(25,515)	$	(26,312)

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. In the US, the only source of income we considered was the reversal of taxable temporary differences. The reversals of the taxable temporary differences provided sufficient income in the US and no valuation allowance was recorded. The valuation allowance of $1.1 million and $0.5 million was recorded against certain foreign net operating losses as of December 31, 2021 and 2020, respectively. Activity in the valuation allowance is as follows:


(Thousands)	December 31, 2021		December 31, 2020
Beginning balance	$	513	$	—
Additions		632		513
Reductions		—		—
Ending Balance	$	1,145	$	513

As of December 31, 2021, the Company had federal net operating loss carryforwards of approximately $30.0 million which do not expire. As of December 31, 2021, the Company had post-apportionment state net operating loss carryforwards of approximately $38.6 million which begin to expire in 2031, and state tax credits of $0.1 million which begin to expire in 2023. As of December 31, 2021, the Company had foreign net operating loss carryforwards of approximately $4.1 million which begin to expire in 2026.

As of December 31, 2021 and 2020, 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.

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, 2021, undistributed earnings of certain foreign subsidiaries of approximately $10.5 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, 2021, 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 2017 and to state and foreign income tax examinations for years after 2016.

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

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 21
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32857-109319

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-URI https://asc.fasb.org/extlink&oid=122134291&loc=d3e330215-122817

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 17
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32809-109319

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-URI https://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Earnings per Unit

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Earnings per Unit

Note 14. Earnings per Unit

The dilutive effect of time-based option awards and restricted stock units is calculated using the treasury stock method, while performance-based vesting units are treated as contingently issuable.


	Three Months Ended June 30,				Six Months Ended June 30,
(Thousands, except per unit data)	2022		2021		2022		2021
Diluted Earnings per Common Unit
Numerator:
Net loss attributable to common unitholders – basic	$	(12,858)	$	(12,203)	$	(24,471)	$	(24,376)
Impact of if-converted securities		—		—		—		—
Net loss attributable to common unitholders – diluted	$	(12,858)	$	(12,203)	$	(24,471)	$	(24,376)
Denominator:
Weighted-average common units outstanding– basic		332,209		329,043		331,195		328,062
Impact of if-converted securities		—		—		—		—
Effect of other dilutive securities		—		—		—		—
Weighted-average common units outstanding – diluted		332,209		329,043		331,195		328,062

Dilutive loss per common unit	$	(0.04)	$	(0.04)	$	(0.07)	$	(0.07)

Note 17. Earnings per Unit

The dilutive effect of time-based option awards and RMUs is calculated using the treasury stock method, while MOIC vesting units are treated as contingently issuable. See Note 7.


	Year Ended		Year Ended
(Thousands, except per unit data)	December 31, 2021		December 31, 2020
Diluted Earnings per Common Unit
Numerator:
Net loss attributable to common unitholders – basic	$	(46,155)	$	(147,684)
PIK dividends on preferred units		—		—
Impact of if-converted securities		—		—
Net loss attributable to common unitholders – dilutive	$	(46,155)	$	(147,684)
Denominator:
Weighted-average common units outstanding – basic		328,557		325,983
Impact of if-converted securities		—		—
Effect of other dilutive securities		—		—
Weighted-average common units outstanding – dilutive		328,557		325,983

Dilutive loss per common unit	$	(0.14)	$	(0.45)

Segment Information

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Segment Information

Note 15. Segment Information

Management, including our chief executive officer, who is our chief operating decision maker, manages our business in two operating segments.

Selected financial data related to our segments is presented below:


	Three Months Ended June 30, 2022
			Sustainable				Total of
	Beverage		Sourcing &		Intersegment		Reportable
(Thousands)	Solutions		Traceability		Revenues		Segments
Net sales	$	170,865	$	58,459	$	(5,911)	$	223,413

Adjusted EBITDA		12,471		822		n/a		13,293
Less:
Interest expense								8,813
Income tax benefit								(1,499)
Depreciation and amortization								5,952
Acquisition, restructuring and integration expense								2,304
Management and consulting fees								866
Equity-based compensation								308
Mark-to-market adjustments								1,395
Loss on disposal of property, plant and equipment								184
Other								789
Net loss							$	(5,819)

Total assets		546,449		114,997		n/a		661,446


	Three Months Ended June 30, 2021
			Sustainable				Total of
	Beverage		Sourcing &		Intersegment		Reportable
(Thousands)	Solutions		Traceability		Revenues		Segments
Net sales	$	134,405	$	41,322	$	(4,583)	$	171,144

Adjusted EBITDA		10,330		853		n/a		11,183
Less:
Interest expense								8,261
Income tax benefit								(502)
Depreciation and amortization								6,071
Acquisition, restructuring and integration expense								926
Management and consulting fees								1,595
Equity-based compensation								306
Mark-to-market adjustments								(2)
Gain on disposal of property, plant and equipment								(25)
Other								621
Net loss							$	(6,068)

Total assets		493,686		69,077		n/a		562,763


	Six Months Ended June 30, 2022
			Sustainable				Total of
	Beverage		Sourcing &		Intersegment		Reportable
(Thousands)	Solutions		Traceability		Revenues		Segments
Net sales	$	319,226	$	106,232	$	(15,617)	$	409,841

Adjusted EBITDA		22,891		1,796		n/a		24,687
Less:
Interest expense, net								16,861
Income tax benefit								(3,083)
Depreciation and amortization								11,966
Acquisition, restructuring and integration expense								4,787
Management and consulting fees								2,201
Equity-based compensation								479
Mark-to-market adjustments								250
Loss on disposal of property, plant and equipment								289
Other								1,461
Net loss							$	(10,524)

Total assets		546,449		114,997		n/a		661,446


	Six Months Ended June 30, 2021
			Sustainable				Total of
	Beverage		Sourcing &		Intersegment		Reportable
(Thousands)	Solutions		Traceability		Revenues		Segments
Net sales	$	261,668	$	74,021	$	(9,214)	$	326,475

Adjusted EBITDA		18,462		1,030		n/a		19,492
Less:
Interest expense, net								15,669
Income tax benefit								(1,443)
Depreciation and amortization								12,314
Acquisition, restructuring and integration expense								1,943
Management and consulting fees								3,200
Equity-based compensation								612
Mark-to-market adjustments								(1,975)
Loss on disposal of property, plant and equipment								243
Other								1,121
Net loss							$	(12,192)

Total assets		493,686		69,077		n/a		562,763

The following table presents net sales information by geographic area. Net sales are attributed to countries based on the customer invoice location.


	Three Months Ended June 30,				Six Months Ended June 30,
(Thousands)	2022		2021		2022		2021
United States	$	181,526	$	141,487	$	334,541	$	276,882
All other countries		41,887		29,657		75,300		49,593
Net sales	$	223,413	$	171,144	$	409,841	$	326,475

Note 18. Segment Information

Beginning in the fourth quarter of 2021, management, including our chief executive officer, who is our chief operating decision maker, manages our business in two operating segments.

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.

Management evaluates the performance of each segment using Adjusted EBITDA, which is a segment performance measure we define as net income determined in accordance with GAAP, before interest expense, provision for income taxes, depreciation and amortization, equity-based compensation expense and the impact, which may be recurring in nature, of acquisition, transaction and integrations costs, including management services and consulting agreements entered into in connection with the acquisition of S&D Coffee & Tea, impairment charges, non-cash mark-to-market adjustments, certain costs specifically excluded from the calculation of EBITDA under our material debt agreements, and other similar or infrequent items (although we may not have had such charges in the periods presented).

Selected financial data related to our segments is presented below:


	Year Ended December 31, 2021
			Sustainable				Total of
	Beverage		Sourcing &		Intersegment		Reportable
(Thousands)	Solutions		Traceability		Revenues		Segments
Revenues	$	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								6,382
Equity-based compensation								1,223
Mark-to-market adjustments								(3,585)
Loss on disposal of property, plant and equipment								243
Other								702
Net loss							$	(21,308)

Capital expenditures	$	22,665	$	614		n/a	$	23,279
Total assets		510,751		82,269		n/a		593,020


	Year Ended December 31, 2020
			Sustainable				Total of
	Beverage		Sourcing &		Intersegment		Reportable
(Thousands)	Solutions		Traceability		Revenues		Segments
Revenues	$	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								5,317
Equity-based compensation								1,553
Impairment charges								82,083
Inventory write-offs								5,432
Mark-to-market adjustments								(217)
Loss on disposal of property, plant and equipment								7,750
Other								6,665
Net loss							$	(128,865)

Capital expenditures	$	19,019	$	528		n/a	$	19,547
Total assets		488,577		59,563		n/a		548,140

Approximately 97% of our long-lived assets were located in the United States as of December 31, 2021.

The following table presents revenue information by geographic area:


	Year Ended December 31,
(Thousands)	2021		2020
Revenues:⁽¹⁾
United States	$	583,011	$	445,210
All other countries		115,133		105,636
Total	$	698,144	$	550,846

(1)	Revenues are attributed to countries based on the invoice location of the customer.

Commitments and Contingencies

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Commitments and Contingencies.

Note 16. Commitments and Contingencies

We had $2.7 million in standby letters of credit outstanding as of June 30, 2022.

Note 19. Commitments and Contingencies

We had $2.7 million in standby letters of credit outstanding as of December 31, 2021.

Derivatives

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Derivatives

Note 11. Derivatives

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


(Thousands)	Balance Sheet Location	June 30, 2022		December 31, 2021
Derivative assets designated as cash flow hedging instruments:
Coffee futures contracts⁽¹⁾	Derivative assets	$	—	$	172
Coffee options	Derivative assets		702		—
Total		$	702	$	172

Derivative assets not designated as cash flow hedging instruments:
Forward sales contracts	Derivative assets	$	14,990	$	13,593
Total			14,990		13,593
Total derivative assets		$	15,692	$	13,765

Derivative liabilities designated as cash flow hedging instruments:
Coffee futures contracts⁽¹⁾	Derivative liabilities	$	829	$	—
Coffee options	Derivative liabilities		—		—
Total		$	829	$	—

Derivative liabilities not designated as cash flow hedging instruments:
Forward purchase contracts	Derivative liabilities	$	6,754	$	14,021
Total			6,754		14,021
Total derivative liabilities		$	7,583	$	14,021

(1)	The fair value of coffee futures excludes amounts related to margin accounts.

The following table presents the pre-tax net gains and losses for our derivative instruments:


		Three Months Ended June 30,				Six Months Ended June 30,
(Thousands)	Statement of Operations Location	2022		2021		2022		2021
Derivative assets designated as cash flow hedging instruments:
Net realized gains (losses) on coffee derivatives	Costs of sales	$	2,701	$	1,302	$	6,831	$	1,900

Derivative assets and liabilities not designated as cash flow hedging instruments:
Net unrealized gains (losses) on forward sales and purchase contracts	Costs of sales	$	291	$	(3,038)	$	7,237	$	(581)

Note 20. Derivatives

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.

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, 2021		December 31, 2020
Derivative assets designated as cash flow hedging instruments:
Coffee futures contracts⁽¹⁾	Derivative assets	$	172	$	2,091
Coffee options	Derivative assets		—		646
Total		$	172	$	2,737

Derivative assets not designated as cash flow hedging instruments:
Forward sales contracts	Derivative assets	$	13,593	$	9,526
Total			13,593		9,526
Total derivative assets		$	13,765	$	12,263

Derivative liabilities not designated as cash flow hedging instruments:
Forward purchase contracts	Derivative liabilities	$	14,021	$	3,397
Total derivative liabilities		$	14,021	$	3,397

(1)	The fair value of coffee futures excludes amounts related to margin accounts (see Note 3).

The following table presents the pre-tax net gains and losses for our derivative instruments:


(Thousands)	Statement of Operations Location	Year Ended December 31, 2021		Year Ended December 31, 2020
Derivative assets designated as cash flow hedging instruments:
Net unrealized gains on coffee derivatives	Product costs of sales	$	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	Forward contract and other costs of sales	$	(4,799)	$	2,176

Retirement Plan

12 Months Ended

Dec. 31, 2021

Retirement Plan

Retirement Plan

Note 21. Retirement Plan

The Company has a 401(k) savings plan (the “Company 401(k) Plan”) available to all US-based employees who are at least 21 years old. New employees are eligible to become participants in the Company 401(k) Plan on the first day of each quarter. The Company may make contributions to eligible participants under the Company 401(k) Plan at the discretion of its Board.

In conjunction with the S&D acquisition, the Company also has a S&D Coffee, Inc 401(k) Employee Savings and Investment Plan (the “S&D 401(k) Plan”) available to all S&D employees who are at least 18 years old. New employees are eligible to become participants in the S&D 401(k) Plan on the first day of each quarter. Under the S&D 401(k) Plan, employees can contribute up to 80% of their salary or wages during the applicable year and the Company makes safe harbor contributions of 100% of the first 1% of such gross salary or wages deferred by a participant plus 50% of additional salary or wages deferred by a participant above 1%, up to a maximum of 6%. The Company may also elect to make additional contributions at the discretion of its Board.

Total contributions made by the Company under the Company 401(k) Plan and S&D 401(k) Plan were approximately $1.3 million and $1.6 million for the years ended December 31, 2021 and 2020, respectively.

The entire disclosure for retirement benefits.

Reference 1: http://www.xbrl.org/2003/role/exampleRef
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Fair Value Measurements

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Fair Value Measurements

Note 12. Fair Value Measurements

●

Level 1 — Valuation is based upon quoted prices for identical instruments traded in active markets.

●

The following table summarizes the fair value of financial instruments at June 30, 2022:


	June 30, 2022
(Thousands)	Level 1		Level 2		Level 3		Total
Assets:
Green coffee associated with forward contracts	$	—	$	55,952	$	—	$	55,952
Forward sales contracts		—		14,990		—		14,990
Coffee options		702		—		—		702
Total	$	702	$	70,942	$	—	$	71,644

Liabilities:
Coffee futures contracts	$	829	$	—	$	—	$	829
Forward purchase contracts		—		6,754		—		6,754
Total	$	829	$	6,754	$	—	$	7,583

The following table summarizes the fair value of financial instruments at December 31, 2021:


	December 31, 2021
(Thousands)	Level 1		Level 2		Level 3		Total
Assets:
Green coffee associated with forward contracts	$	—	$	47,845	$	—	$	47,845
Coffee futures contracts		172		—		—		172
Forward sales contracts		—		13,593		—		13,593
Total	$	172	$	61,438	$	—	$	61,610

Liabilities:
Forward purchase contracts	$	—	$	14,021	$	—	$	14,021
Total	$	—	$	14,021	$	—	$	14,021

Note 22. Fair Value Measurements

●

Level 1 — Valuation is based upon quoted prices for identical instruments traded in active markets.

●

The following table summarizes the fair value of financial instruments at December 31, 2021:


	Year Ended December 31, 2021
(Thousands)	Level 1		Level 2		Level 3		Total
Assets:
Green coffee associated with forward contracts	$	—	$	47,845	$	—	$	47,845
Coffee futures contracts		172		—		—		172
Forward sales contracts		—		13,593		—		13,593
Coffee options		—		—		—		—
Total	$	172	$	61,438	$	—	$	61,610

Liabilities:
Forward purchase contracts	$	—	$	14,021	$	—	$	14,021
Total	$	—	$	14,021	$	—	$	14,021

The following table summarizes the fair value of financial instruments at December 31, 2020:


	Year Ended December 31, 2020
(Thousands)	Level 1		Level 2		Level 3		Total
Assets:
Green coffee associated with forward contracts	$	—	$	26,212	$	—	$	26,212
Coffee futures contracts		2,091		—		—		2,091
Forward sales contracts		—		9,526		—		9,526
Coffee options		646		—		—		646
Total	$	2,737	$	35,738	$	—	$	38,475

Liabilities:
Forward purchase contracts	$	—	$	3,397	$	—	$	3,397
Total	$	—	$	3,397	$	—	$	3,397

Financial instruments consist primarily of cash, accounts receivable, accounts payable, and long-term debt. The carrying amount of cash, accounts receivable and accounts payable was estimated by management to approximate fair value due to the relatively short period of time to maturity for those instruments. In November 2021, we amended our Term Loan Agreement and our ABL Facility, which comprise our material long-term debt obligations. As there was no re-pricing of those obligations in connection with the amendments, the carrying amount of these obligations was estimated by management to approximate fair value as of December 31, 2021. The Term Loan Agreement and ABL Facility are carried on the Consolidated Balance Sheet at amortized costs. The fair value of the Term Loan Agreement and ABL Faciality was determined based on Level 2 inputs under the fair value hierarchy. Due to the LIBOR-based nature of the Term Loan and ABL Facility, and because the obligations were outstanding for less than 12 months, the carrying amount of these obligations was estimated by management to approximate fair value as of December 31, 2020.

Related Party Transactions

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Related Party Transactions

Note 17. Related Party Transactions

In connection with the acquisition of S&D on February 28, 2020, certain affiliates of BBH were issued CEP Units, at which time BBH became a related party.

The consolidated financial statements reflect the following transactions with related parties:


(Thousands)	June 30, 2022		December 31, 2021
Short-term related party debt:
Brown Brothers Harriman⁽¹⁾	$	—	$	34,199

Subordinated related party debt:
Wooster Capital⁽²⁾		9,800		9,800
Jo Ellen Ford⁽¹⁾		3,500		3,500
Total	$	13,300	$	13,300


	Three Months Ended June 30,				Six Months Ended June 30,
(Thousands)	2022		2021		2022		2021
Interest expense, net:
Brown Brothers Harriman⁽¹⁾	$	—	$	287	$	541	$	578
Wooster Capital⁽²⁾		149		147		296		297
Jo Ellen Ford⁽¹⁾		53		52		106		106
Westrock Finance, LLC⁽²⁾		—		97		—		192
Total	$	202	$	583	$	943	$	1,173

(1)	Related through common ownership

(2)	Related through common ownership and management

Note 23. Related Party Transactions

The consolidated financial statements reflect the following transactions with related parties:


(Thousands)	December 31, 2021		December 31, 2020
Short-term related party debt:
Brown Brothers Harriman⁽¹⁾	$	34,199	$	26,316

Subordinated related party debt:
Wooster Capital⁽²⁾		9,800		9,800
Jo Ellen Ford⁽²⁾		3,500		3,500
Westrock Finance, LLC⁽²⁾		—		4,280
Total	$	13,300	$	17,580


	Year Ended		Year Ended
(Thousands)	December 31, 2021		December 31, 2020
Selling, general and administrative expense
Westrock Group, LLC⁽¹⁾	$	3,333	$	2,778

Interest expense, net:
Brown Brothers Harriman⁽¹⁾		1,393		1,509
Wooster Capital⁽²⁾		599		498
Jo Ellen Ford⁽²⁾		214		178
Westrock Finance, LLC⁽²⁾		423		460
Total	$	2,629	$	2,645

(1)	Related through common ownership and management

(2)	Related through common ownership

Subsequent Events

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Subsequent Events

Subsequent Events

Note 18. Subsequent Events

Note 24. Subsequent Events

The Company has evaluated subsequent events through March 11, 2022, the date the financial statements were initially available to be issued.

On February 28, 2022 Falcon amended its working capital trade finance facility to extend the maturity of the facility to March 31, 2022 (see Note 13).

Events Subsequent to Original Issuance of Financial Statements (Unaudited)

Summary of Significant Accounting Policies (Policies)

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Change in Accounting Principle

Going Concern

Going Concern

Use of Estimates

Use of Estimates

Change in Accounting Principle

Cash and Cash Equivalents

Cash and Cash Equivalents

Restricted Cash

Restricted Cash

The total cash and cash equivalents and restricted cash presented on the Consolidated Statements of Cash flows is as follows:


	Year Ended		Year Ended
(Thousands)	December 31, 2021		December 31, 2020
Cash and cash equivalents	$	19,344	$	16,890
Restricted cash		3,526		1,762
Total	$	22,870	$	18,652

Accounts Receivable and Allowance for Credit Losses

Activity in the allowance for credit losses was as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
(Thousands)	2022		2021		2022		2021
Balance at beginning of period	$	3,011	$	4,005	$	3,749	$	3,977
Charged to selling, general and administrative expense		25		56		922		100
Write-offs		(644)		(395)		(2,279)		(411)
Total	$	2,392	$	3,666	$	2,392	$	3,666


	Year Ended		Year Ended
(Thousands)	December 31, 2021		December 31, 2020
Cash and cash equivalents	$	19,344	$	16,890
Restricted cash		3,526		1,762
Total	$	22,870	$	18,652

Property, Plant and Equipment

Inventories

Property, Plant and Equipment

Goodwill

Goodwill

For the years ended December 31, 2021 and 2020, no impairment charges were recognized as a result of our annual impairment test completed during the fourth quarter of each year.

Impairment of Property, Plant and Equipment

Impairment of Property, Plant and Equipment

Intangible Assets

Debt Costs

Derivatives

Revenue Recognition

Sales Incentives

Cost of Sales

Selling, General and Administrative Expense

Selling, General and Administrative Expense

Equity-Based Compensation

Equity-Based Compensation

Foreign Currency Translation

Foreign Currency Translation

Acquisition, Restructuring and Integration Expense

Income Taxes

Business Combinations

Business Combinations

Noncontrolling Interest

Noncontrolling Interest

Acquisition, Restructuring and Integration Expense

Restructuring Plans

Restructuring Plans

Recently issued accounting pronouncements

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

Key estimates and judgements include the following:

(i)

(ii)

Summary of Significant Accounting Policies (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Schedule of cash and cash equivalents and restricted cash presented on the Consolidated Statements of Cash flows


	Year Ended		Year Ended
(Thousands)	December 31, 2021		December 31, 2020
Cash and cash equivalents	$	19,344	$	16,890
Restricted cash		3,526		1,762
Total	$	22,870	$	18,652

Schedule of activity in allowance of credit losses


	Three Months Ended June 30,				Six Months Ended June 30,
(Thousands)	2022		2021		2022		2021
Balance at beginning of period	$	3,011	$	4,005	$	3,749	$	3,977
Charged to selling, general and administrative expense		25		56		922		100
Write-offs		(644)		(395)		(2,279)		(411)
Total	$	2,392	$	3,666	$	2,392	$	3,666


	Year Ended		Year Ended
(Thousands)	December 31, 2021		December 31, 2020
Balance at beginning of period	$	3,977	$	606
Charged to selling, general and administrative expense		439		4,452
Write-offs and adjustments		(667)		(1,081)
Total	$	3,749	$	3,977

Revenue (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Revenue

Schedule of disaggregation of revenues by product type and geographic area


	Three Months Ended June 30,				Six Months Ended June 30,
(Thousands)	2022		2021		2022		2021
Coffee & tea	$	140,614	$	108,725	$	262,296	$	211,609
Flavors, extracts & ingredients		29,397		24,607		55,063		47,335
Other		854		1,073		1,867		2,724
Green coffee		52,548		36,739		90,615		64,807
Net sales	$	223,413	$	171,144	$	409,841	$	326,475


	Year Ended		Year Ended
(Thousands)	December 31, 2021		December 31, 2020
Coffee & tea	$	445,466	$	344,919
Flavors, extracts & ingredients		98,850		72,460
Other		6,697		7,527
Total product revenues	$	551,013	$	424,906


	Year Ended		Year Ended
(Thousands)	December 31, 2021		December 31, 2020
United States	$	547,201	$	421,670
All other countries		3,812		3,236
Total product revenues	$	551,013	$	424,906

Acquisitions (Tables)

12 Months Ended

Dec. 31, 2021

Acquisitions

Summary of total consideration


(Thousands)
Cash paid to Cott Corporation	$	397,878
Cash paid on behalf of sellers for sellers’ transaction expenses		5,241
Post-close working capital adjustments		(1,500)
Total Consideration	$	401,619

Summary 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

Summary components of identified intangible assets


	Estimated Fair		Estimated Useful
(Thousands)	Market Value		Life
Customer relationships	$	137,500		20 years
Trademark (Note 3)		5,200		Indefinite
Favorable lease asset		220		5 years
Total	$	142,920

Summary of proforma results


	Year Ended
(Thousands, except per unit amounts)	December 31, 2020
Revenue	$	647,935
Net loss attributable to common unitholders		(138,896)
Net loss per common unitholder		(0.49)

Equity-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2021

Equity-Based Compensation

Schedule of unit option activity


	Options	Average Price		Average Life
Unit Options
Options outstanding at December 31, 2020	24,125,000	$	0.05
Options granted	9,250,000	$	0.05	10 years
Options forfeited	(2,875,000)	$	0.05	10 years
Options exercised	—
Outstanding at December 31, 2021	30,500,000	$	0.05

Exercisable at December 31, 2021	2,750,000

Schedule of restricted unit option activity


		Average Fair
	Units	Market Value
Restricted Member Units
Units outstanding at December 31, 2020	13,582,640	$	0.17
Units granted	—	$	—
Units forfeited	—	$	—
Units vested	(4,527,547)	$	0.11
Units outstanding at December 31, 2021	9,055,093	$	0.17

Inventories (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Schedule of inventories


(Thousands)	June 30, 2022		December 31, 2021
Raw materials	$	55,887	$	45,079
Finished goods		21,955		14,895
Green coffee		77,481		49,192
Total inventories	$	155,323	$	109,166


(Thousands)	December 31, 2021		December 31, 2020
Raw materials	$	45,079	$	39,838
Finished goods		14,895		14,577
Green coffee		49,192		29,962
Total inventories	$	109,166	$	84,377

Property, Plant and Equipment, Net (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Schedule of Property, Plant and Equipment, Net


(Thousands)	Depreciable Lives	June 30, 2022		December 31, 2021
Land		$	9,123	$	9,150
Buildings	10 – 40 years		44,082		43,895
Leasehold improvements⁽¹⁾			786		613
Plant equipment	3 – 15 years		89,951		88,155
Vehicles and transportation equipment	3 – 5 years		799		876
IT systems	3 – 7 years		2,454		2,453
Furniture and fixtures	3 – 10 years		2,929		2,746
Customer beverage equipment⁽²⁾	3 – 5 years		23,184		24,341
Lease right-of-use assets⁽³⁾			10		—
Construction in progress and equipment deposits			18,066		8,025
			191,384		180,254
Less: accumulated depreciation			(59,582)		(52,641)
Property, plant and equipment, net		$	131,802	$	127,613

(1)	Leasehold improvements are amortized over the shorter of their estimated useful lives or the related lease life.

(2)	Customer beverage equipment consists of brewers held on site at customer locations.

(3)	Lease right-of-use assets are amortized over the shorter of the useful life of the asset or the lease term.


(Thousands)	Depreciable Lives	December 31, 2021		December 31, 2020
Land		$	9,150	$	8,010
Buildings	10 – 40 years		43,895		35,028
Leasehold improvements⁽¹⁾			613		399
Plant equipment	3 – 15 years		88,155		74,363
Vehicles and transportation equipment	3 – 5 years		876		910
IT systems	3 – 7 years		2,453		2,195
Furniture and fixtures	3 – 10 years		2,746		2,318
Customer beverage equipment⁽²⁾	3 – 5 years		24,341		26,507
Construction in progress and equipment deposits			8,025		13,372
			180,254		163,102
Less: accumulated depreciation			(52,641)		(36,828)
Property, plant and equipment, net		$	127,613	$	126,274

(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.

Goodwill (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Goodwill.

Schedule of changes in carrying amount of goodwill


	Beverage
(Thousands)	Solutions		Total
Goodwill	$	173,936	$	173,936
Accumulated impairment loss		(76,883)		(76,883)
Balance at June 30, 2022, net	$	97,053	$	97,053


	Beverage
(Thousands)	Solutions		Total
Balance at December 31, 2019
Goodwill	$	14,616	$	14,616
Changes during the period:
Acquisitions		159,320		159,320
Impairments (Note 3)		(76,883)		(76,883)
Balance at December 31, 2020, net		97,053		97,053
Goodwill		173,936		173,936
Accumulated impairment loss		(76,883)		(76,883)
Balance at December 31, 2021, net	$	97,053	$	97,053

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

Intangible Assets, Net (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Schedule of intangible assets


	June 30, 2022
			Accumulated
(Thousands)	Cost		Amortization		Net
Customer relationships	$	137,500	$	(15,388)	$	122,112
Favorable lease asset		220		(101)		119
Software		805		(471)		334
Intangible assets, net	$	138,525	$	(15,960)	$	122,565


	December 31, 2021
			Accumulated
(Thousands)	Cost		Amortization		Net
Customer relationships	$	137,500	$	(12,091)	$	125,409
Favorable lease asset		220		(79)		141
Software		758		(394)		364
Intangible assets, net	$	138,478	$	(12,564)	$	125,914


	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


	December 31, 2020
			Accumulated
(Thousands)	Cost		Amortization		Net
Customer relationships	$	137,500	$	(5,496)	$	132,004
Favorable lease asset		220		(36)		184
Software		436		(285)		151
Intangible assets, net	$	138,156	$	(5,817)	$	132,339

Schedule of estimated amortization expense for intangible assets


(Thousands)
2022	$	6,808
2023		6,712
2024		6,681
2025		6,616
2026		6,606
Thereafter		92,491
Total	$	125,914

Accrued Expense and Other Current Liabilities (Tables)

12 Months Ended

Dec. 31, 2021

Accrued Expense and Other Current Liabilities

Schedule of accrued expense and other current liabilities


(Thousands)	December 31, 2021		December 31, 2020
Accrued compensation and sales commissions	$	8,731	$	6,678
Accrued interest		2,905		2,382
Payroll, sales, and other taxes		1,666		4,088
Accrued sales incentives		1,921		3,111
Self-insurance liabilities		710		1,461
Accrued management fees		1,111		278
Other accrued liabilities		9,326		5,511
Total accrued liabilities	$	26,370	$	23,509

Debt (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Debt

Summary of long-term debt


(Thousands)	June 30, 2022		December 31, 2021
Term loan	$	232,961	$	235,668
ABL facility		72,842		51,890
International trade finance lines		67,871		4,510
International notes payable		3,516		3,126
Other loans		7		25
Total debt		377,197		295,219
Unamortized debt costs		(4,125)		(4,910)
Current maturities of long-term debt		(8,157)		(8,735)
Short-term debt		(67,871)		(4,510)
Long-term debt, net	$	297,044	$	277,064


(Thousands)	December 31, 2021		December 31, 2020
Term loan	$	235,668	$	238,990
ABL facility		51,890		39,757
International trade finance lines		4,510		6,447
International notes payable		3,126		3,321
Other loans		25		103
Total debt		295,219		288,618
Unamortized debt costs		(4,910)		(4,800)
Current maturities of long-term debt		(8,735)		(6,108)
Short-term debt		(4,510)		(6,447)
Long-term debt, net	$	277,064	$	271,263

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


(Thousands)
2022	$	13,245
2023		8,473
2024		11,444
2025		262,057
2026		—
Thereafter		—
Total	$	295,219

Leases (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Leases

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


(Thousands)	Balance Sheet Location	June 30, 2022
Right-of-use operating lease assets	Other long-term assets	$	11,260
Operating lease liabilities – current	Accrued expenses and other current liabilities		2,382
Operating lease liabilities – noncurrent	Other long-term liabilities		8,873

Schedule of components of lease costs


(Thousands)	Three Months Ended June 30, 2022		Six Months Ended June 30, 2022
Operating lease cost	$	842	$	1,771
Short-term lease cost		224		478
Total	$	1,066	$	2,249


	June 30, 2022
Weighted-average discount rate		8.5%
Weighted-average remaining lease term		5.2 years


(Thousands)	Six Months Ended June 30, 2022
Operating cash flows from operating leases	$	806

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


(Thousands)
Remainder of 2022	$	1,633
2023		3,121
2024		2,743
2025		2,075
2026		1,439
Thereafter		3,125
Total future minimum lease payments		14,136
Less: imputed interest		(2,881)
Present value of minimum lease payments	$	11,255

Schedule of maturities of lease obligations


(Thousands)
2022	$	4,334
2023		4,332
2024		4,174
2025		3,286
2026		2,377
Thereafter		4,373
Total	$	22,876


(Thousands)
2022	$	4,334
2023		4,332
2024		4,174
2025		3,286
2026		2,377
Thereafter		4,373
Total	$	22,876

Accumulated Other Comprehensive Loss (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Schedule of changes in accumulated other comprehensive loss, net of tax


	Three Months Ended June 30,				Six Months Ended June 30,
(Thousands)	2022		2021		2022		2021
Cash flow hedge changes in fair value gain (loss):
Balance at beginning of period	$	6,899	$	2,565	$	11,759	$	3,581
Other comprehensive income (loss) before reclassifications		(531)		7,289		(2,800)		6,545
Amounts reclassified from accumulated comprehensive income		(2,701)		(1,302)		(6,831)		(1,900)
Tax effect		807		(1,461)		2,346		(1,135)
Net accumulated other comprehensive income		4,474		7,091		4,474		7,091
Less: Other comprehensive income attributable to noncontrolling interests		—		—		—		—
Balance at end of period		4,474		7,091		4,474		7,091
Foreign currency translation gain
Balance at beginning of period		259		153		259		239
Other comprehensive income (loss) before reclassifications		(9)		21		(9)		(65)
Amounts reclassified from accumulated comprehensive income		—		—		—		—
Tax effect		—		—		—		—
Net other comprehensive income		250		174		250		174
Less: Other comprehensive income attributable to noncontrolling interests		—		—		—		—
Balance at end of period		250		174		250		174
Accumulated other comprehensive income at end of period	$	4,724	$	7,265	$	4,724	$	7,265


	Year Ended		Year Ended
(Thousands)	December 31, 2021		December 31, 2020
Cash flow hedge changes in fair value gain (loss):
Balance at beginning of period	$	3,581	$	—
Other comprehensive income (loss) before reclassifications		18,010		6,490
Amounts reclassified from accumulated comprehensive income		(7,197)		(1,746)
Tax effect		(2,635)		(1,163)
Net other comprehensive income (loss)		11,759		3,581
Less: Other comprehensive income (loss) attributable to noncontrolling interests		—		—
Balance at end of period		11,759		3,581
Foreign currency translation gain (loss)
Balance at beginning of period		239		—
Other comprehensive income (loss) before reclassifications		20		239
Amounts reclassified from accumulated comprehensive income		—		—
Tax effect		—		—
Net other comprehensive income (loss)		259		239
Less: Other comprehensive income (loss) attributable to noncontrolling interests		—		—
Balance at end of period		259		239
Accumulated other comprehensive income (loss) at end of period	$	12,018	$	3,820

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2021

Income Taxes

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


	Year Ended		Year Ended
(Thousands)	December 31, 2021		December 31, 2020
U.S.		(28,573)		(147,196)
International		3,897		786
Loss before income taxes	$	(24,676)	$	(146,410)

Schedule of income tax expense (benefit) component


	Year Ended		Year Ended
(Thousands)	December 31, 2021		December 31, 2020
Current expense (benefit)
Federal	$	—	$	—
State		179		201
Foreign		(99)		510
Total current		80		711
Deferred expense (benefit)
Federal		(4,617)		(15,230)
State		(901)		(3,003)
Foreign		2,070		(23)
Total deferred		(3,448)		(18,256)
Income tax expense (benefit)	$	(3,368)	$	(17,545)

Schedule of reconciliation of income tax expense benefit


	Year Ended		Year Ended
(Thousands)	December 31, 2021		December 31, 2020
Income tax expense (benefit) at US statutory income tax rate	$	(5,182)	$	(30,746)
State income tax expense (benefit), net of federal benefit		(773)		(2,844)
Foreign rate differential		(304)		(179)
Goodwill impairment		—		16,624
Global intangible low-taxed income (“GILTI”) inclusion		1,095		22
Transaction costs		260		507
Other permanent differences		78		136
Step-up on C Corp conversion		—		(1,578)
Change in valuation allowance		632		513
Provision to return adjustments		(166)		—
Effect of change in foreign tax rates		1,181		—
Other		(189)		—
Income tax benefit	$	(3,368)	$	(17,545)
Effective tax rate		13.6%		12.0%

Schedule of deferred income tax assets and liabilities


(Thousands)	December 31, 2021		December 31, 2020
Deferred tax assets
Liabilities and reserves	$	3,501	$	3,471
Interest limitation		8,884		4,906
Net operating losses		8,850		8,049
Transaction expenses		79		187
Inventories		—		630
Other		711		789
Total		22,025		18,032
Valuation allowance		(1,145)		(513)
Total deferred tax assets, net	$	20,880	$	17,519
Deferred tax liabilities
Property, plant and equipment	$	(10,581)	$	(10,501)
Intangible assets		(29,221)		(30,699)
Derivatives		(4,451)		(2,426)
Inventories		(2,035)		—
Other		(107)		(205)
Total		(46,395)		(43,831)
Net deferred tax liability	$	(25,515)	$	(26,312)

Summary of valuation allowance


(Thousands)	December 31, 2021		December 31, 2020
Beginning balance	$	513	$	—
Additions		632		513
Reductions		—		—
Ending Balance	$	1,145	$	513

Earnings per Unit (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Schedule of basic and diluted earning per share


	Three Months Ended June 30,				Six Months Ended June 30,
(Thousands, except per unit data)	2022		2021		2022		2021
Diluted Earnings per Common Unit
Numerator:
Net loss attributable to common unitholders – basic	$	(12,858)	$	(12,203)	$	(24,471)	$	(24,376)
Impact of if-converted securities		—		—		—		—
Net loss attributable to common unitholders – diluted	$	(12,858)	$	(12,203)	$	(24,471)	$	(24,376)
Denominator:
Weighted-average common units outstanding– basic		332,209		329,043		331,195		328,062
Impact of if-converted securities		—		—		—		—
Effect of other dilutive securities		—		—		—		—
Weighted-average common units outstanding – diluted		332,209		329,043		331,195		328,062

Dilutive loss per common unit	$	(0.04)	$	(0.04)	$	(0.07)	$	(0.07)


	Year Ended		Year Ended
(Thousands, except per unit data)	December 31, 2021		December 31, 2020
Diluted Earnings per Common Unit
Numerator:
Net loss attributable to common unitholders – basic	$	(46,155)	$	(147,684)
PIK dividends on preferred units		—		—
Impact of if-converted securities		—		—
Net loss attributable to common unitholders – dilutive	$	(46,155)	$	(147,684)
Denominator:
Weighted-average common units outstanding – basic		328,557		325,983
Impact of if-converted securities		—		—
Effect of other dilutive securities		—		—
Weighted-average common units outstanding – dilutive		328,557		325,983

Dilutive loss per common unit	$	(0.14)	$	(0.45)

Segment Information (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Summary of selected financial data related to our segments


	Three Months Ended June 30, 2022
			Sustainable				Total of
	Beverage		Sourcing &		Intersegment		Reportable
(Thousands)	Solutions		Traceability		Revenues		Segments
Net sales	$	170,865	$	58,459	$	(5,911)	$	223,413

Adjusted EBITDA		12,471		822		n/a		13,293
Less:
Interest expense								8,813
Income tax benefit								(1,499)
Depreciation and amortization								5,952
Acquisition, restructuring and integration expense								2,304
Management and consulting fees								866
Equity-based compensation								308
Mark-to-market adjustments								1,395
Loss on disposal of property, plant and equipment								184
Other								789
Net loss							$	(5,819)

Total assets		546,449		114,997		n/a		661,446


	Three Months Ended June 30, 2021
			Sustainable				Total of
	Beverage		Sourcing &		Intersegment		Reportable
(Thousands)	Solutions		Traceability		Revenues		Segments
Net sales	$	134,405	$	41,322	$	(4,583)	$	171,144

Adjusted EBITDA		10,330		853		n/a		11,183
Less:
Interest expense								8,261
Income tax benefit								(502)
Depreciation and amortization								6,071
Acquisition, restructuring and integration expense								926
Management and consulting fees								1,595
Equity-based compensation								306
Mark-to-market adjustments								(2)
Gain on disposal of property, plant and equipment								(25)
Other								621
Net loss							$	(6,068)

Total assets		493,686		69,077		n/a		562,763


	Six Months Ended June 30, 2022
			Sustainable				Total of
	Beverage		Sourcing &		Intersegment		Reportable
(Thousands)	Solutions		Traceability		Revenues		Segments
Net sales	$	319,226	$	106,232	$	(15,617)	$	409,841

Adjusted EBITDA		22,891		1,796		n/a		24,687
Less:
Interest expense, net								16,861
Income tax benefit								(3,083)
Depreciation and amortization								11,966
Acquisition, restructuring and integration expense								4,787
Management and consulting fees								2,201
Equity-based compensation								479
Mark-to-market adjustments								250
Loss on disposal of property, plant and equipment								289
Other								1,461
Net loss							$	(10,524)

Total assets		546,449		114,997		n/a		661,446


	Six Months Ended June 30, 2021
			Sustainable				Total of
	Beverage		Sourcing &		Intersegment		Reportable
(Thousands)	Solutions		Traceability		Revenues		Segments
Net sales	$	261,668	$	74,021	$	(9,214)	$	326,475

Adjusted EBITDA		18,462		1,030		n/a		19,492
Less:
Interest expense, net								15,669
Income tax benefit								(1,443)
Depreciation and amortization								12,314
Acquisition, restructuring and integration expense								1,943
Management and consulting fees								3,200
Equity-based compensation								612
Mark-to-market adjustments								(1,975)
Loss on disposal of property, plant and equipment								243
Other								1,121
Net loss							$	(12,192)

Total assets		493,686		69,077		n/a		562,763


	Year Ended December 31, 2021
			Sustainable				Total of
	Beverage		Sourcing &		Intersegment		Reportable
(Thousands)	Solutions		Traceability		Revenues		Segments
Revenues	$	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								6,382
Equity-based compensation								1,223
Mark-to-market adjustments								(3,585)
Loss on disposal of property, plant and equipment								243
Other								702
Net loss							$	(21,308)

Capital expenditures	$	22,665	$	614		n/a	$	23,279
Total assets		510,751		82,269		n/a		593,020


	Year Ended December 31, 2020
			Sustainable				Total of
	Beverage		Sourcing &		Intersegment		Reportable
(Thousands)	Solutions		Traceability		Revenues		Segments
Revenues	$	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								5,317
Equity-based compensation								1,553
Impairment charges								82,083
Inventory write-offs								5,432
Mark-to-market adjustments								(217)
Loss on disposal of property, plant and equipment								7,750
Other								6,665
Net loss							$	(128,865)

Capital expenditures	$	19,019	$	528		n/a	$	19,547
Total assets		488,577		59,563		n/a		548,140

Summary of net sales information by geographic area


	Three Months Ended June 30,				Six Months Ended June 30,
(Thousands)	2022		2021		2022		2021
United States	$	181,526	$	141,487	$	334,541	$	276,882
All other countries		41,887		29,657		75,300		49,593
Net sales	$	223,413	$	171,144	$	409,841	$	326,475


	Year Ended December 31,
(Thousands)	2021		2020
Revenues:⁽¹⁾
United States	$	583,011	$	445,210
All other countries		115,133		105,636
Total	$	698,144	$	550,846

(1)	Revenues are attributed to countries based on the invoice location of the customer.

Derivatives (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Schedule of fair value of derivative assets and liabilities


(Thousands)	Balance Sheet Location	June 30, 2022		December 31, 2021
Derivative assets designated as cash flow hedging instruments:
Coffee futures contracts⁽¹⁾	Derivative assets	$	—	$	172
Coffee options	Derivative assets		702		—
Total		$	702	$	172

Derivative assets not designated as cash flow hedging instruments:
Forward sales contracts	Derivative assets	$	14,990	$	13,593
Total			14,990		13,593
Total derivative assets		$	15,692	$	13,765

Derivative liabilities designated as cash flow hedging instruments:
Coffee futures contracts⁽¹⁾	Derivative liabilities	$	829	$	—
Coffee options	Derivative liabilities		—		—
Total		$	829	$	—

Derivative liabilities not designated as cash flow hedging instruments:
Forward purchase contracts	Derivative liabilities	$	6,754	$	14,021
Total			6,754		14,021
Total derivative liabilities		$	7,583	$	14,021

(1)	The fair value of coffee futures excludes amounts related to margin accounts.


(Thousands)	Balance Sheet Location	December 31, 2021		December 31, 2020
Derivative assets designated as cash flow hedging instruments:
Coffee futures contracts⁽¹⁾	Derivative assets	$	172	$	2,091
Coffee options	Derivative assets		—		646
Total		$	172	$	2,737

Derivative assets not designated as cash flow hedging instruments:
Forward sales contracts	Derivative assets	$	13,593	$	9,526
Total			13,593		9,526
Total derivative assets		$	13,765	$	12,263

Derivative liabilities not designated as cash flow hedging instruments:
Forward purchase contracts	Derivative liabilities	$	14,021	$	3,397
Total derivative liabilities		$	14,021	$	3,397

(1)	The fair value of coffee futures excludes amounts related to margin accounts (see Note 3).

Schedule of pre-tax net gains and losses for derivative instruments


		Three Months Ended June 30,				Six Months Ended June 30,
(Thousands)	Statement of Operations Location	2022		2021		2022		2021
Derivative assets designated as cash flow hedging instruments:
Net realized gains (losses) on coffee derivatives	Costs of sales	$	2,701	$	1,302	$	6,831	$	1,900

Derivative assets and liabilities not designated as cash flow hedging instruments:
Net unrealized gains (losses) on forward sales and purchase contracts	Costs of sales	$	291	$	(3,038)	$	7,237	$	(581)


(Thousands)	Statement of Operations Location	Year Ended December 31, 2021		Year Ended December 31, 2020
Derivative assets designated as cash flow hedging instruments:
Net unrealized gains on coffee derivatives	Product costs of sales	$	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	Forward contract and other costs of sales	$	(4,799)	$	2,176

Fair Value Measurements (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Summary of the fair value of financial instruments


	June 30, 2022
(Thousands)	Level 1		Level 2		Level 3		Total
Assets:
Green coffee associated with forward contracts	$	—	$	55,952	$	—	$	55,952
Forward sales contracts		—		14,990		—		14,990
Coffee options		702		—		—		702
Total	$	702	$	70,942	$	—	$	71,644

Liabilities:
Coffee futures contracts	$	829	$	—	$	—	$	829
Forward purchase contracts		—		6,754		—		6,754
Total	$	829	$	6,754	$	—	$	7,583


	December 31, 2021
(Thousands)	Level 1		Level 2		Level 3		Total
Assets:
Green coffee associated with forward contracts	$	—	$	47,845	$	—	$	47,845
Coffee futures contracts		172		—		—		172
Forward sales contracts		—		13,593		—		13,593
Total	$	172	$	61,438	$	—	$	61,610

Liabilities:
Forward purchase contracts	$	—	$	14,021	$	—	$	14,021
Total	$	—	$	14,021	$	—	$	14,021


	Year Ended December 31, 2021
(Thousands)	Level 1		Level 2		Level 3		Total
Assets:
Green coffee associated with forward contracts	$	—	$	47,845	$	—	$	47,845
Coffee futures contracts		172		—		—		172
Forward sales contracts		—		13,593		—		13,593
Coffee options		—		—		—		—
Total	$	172	$	61,438	$	—	$	61,610

Liabilities:
Forward purchase contracts	$	—	$	14,021	$	—	$	14,021
Total	$	—	$	14,021	$	—	$	14,021


	Year Ended December 31, 2020
(Thousands)	Level 1		Level 2		Level 3		Total
Assets:
Green coffee associated with forward contracts	$	—	$	26,212	$	—	$	26,212
Coffee futures contracts		2,091		—		—		2,091
Forward sales contracts		—		9,526		—		9,526
Coffee options		646		—		—		646
Total	$	2,737	$	35,738	$	—	$	38,475

Liabilities:
Forward purchase contracts	$	—	$	3,397	$	—	$	3,397
Total	$	—	$	3,397	$	—	$	3,397

Related Party Transactions (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Schedule of transactions with related parties


(Thousands)	June 30, 2022		December 31, 2021
Short-term related party debt:
Brown Brothers Harriman⁽¹⁾	$	—	$	34,199

Subordinated related party debt:
Wooster Capital⁽²⁾		9,800		9,800
Jo Ellen Ford⁽¹⁾		3,500		3,500
Total	$	13,300	$	13,300


	Three Months Ended June 30,				Six Months Ended June 30,
(Thousands)	2022		2021		2022		2021
Interest expense, net:
Brown Brothers Harriman⁽¹⁾	$	—	$	287	$	541	$	578
Wooster Capital⁽²⁾		149		147		296		297
Jo Ellen Ford⁽¹⁾		53		52		106		106
Westrock Finance, LLC⁽²⁾		—		97		—		192
Total	$	202	$	583	$	943	$	1,173

(1)	Related through common ownership

(2)	Related through common ownership and management


(Thousands)	December 31, 2021		December 31, 2020
Short-term related party debt:
Brown Brothers Harriman⁽¹⁾	$	34,199	$	26,316

Subordinated related party debt:
Wooster Capital⁽²⁾		9,800		9,800
Jo Ellen Ford⁽²⁾		3,500		3,500
Westrock Finance, LLC⁽²⁾		—		4,280
Total	$	13,300	$	17,580


	Year Ended		Year Ended
(Thousands)	December 31, 2021		December 31, 2020
Selling, general and administrative expense
Westrock Group, LLC⁽¹⁾	$	3,333	$	2,778

Interest expense, net:
Brown Brothers Harriman⁽¹⁾		1,393		1,509
Wooster Capital⁽²⁾		599		498
Jo Ellen Ford⁽²⁾		214		178
Westrock Finance, LLC⁽²⁾		423		460
Total	$	2,629	$	2,645

(1)	Related through common ownership and management

(2)	Related through common ownership

Organization and Description of Business (Details) - facility	6 Months Ended	12 Months Ended
	Jun. 30, 2022	Dec. 31, 2021
Organization and Description of Business
Number of manufacturing facilities	7	7
Concord, North Carolina
Organization and Description of Business
Number of manufacturing facilities	3	3
North Little Rock, Arkansas
Organization and Description of Business
Number of manufacturing facilities	2	2
Kigali, Rwanda
Organization and Description of Business
Number of manufacturing facilities	1	1
Johor Bahru, Malaysia
Organization and Description of Business
Number of manufacturing facilities	1	1

Basis of Presentation and Consolidation (Details) - USD ($) $ in Thousands		6 Months Ended		12 Months Ended
	Feb. 28, 2022	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021	Dec. 31, 2020
Basis of Presentation and Consolidation
Cash flow from operations	$ 19,000	$ (46,974)	$ (782)	$ 2,877	$ (13,450)

Summary of Significant Accounting Policies - Cash and cash equivalents and restricted cash (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021	Jun. 30, 2021	Dec. 31, 2020	Dec. 31, 2019
Summary of Significant Accounting Policies
Cash and cash equivalents	$ 14,343	$ 19,344	$ 17,040	$ 16,890
Restricted cash	3,842	3,526	1,163	1,762
Total	$ 18,185	$ 22,870	$ 18,203	$ 18,652	$ 1,383

Summary of Significant Accounting Policies - Allowance for credit losses (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021	Dec. 31, 2020
Allowance for credit loss roll forward
Balance at beginning of period	$ 3,011	$ 4,005	$ 3,749	$ 3,977	$ 3,977	$ 606
Charged to selling, general and administrative expense	25	56	922	100	439	4,452
Write-offs and adjustments					(667)	(1,081)
Write-offs	(644)	(395)	(2,279)	(411)
Total	$ 2,392	$ 3,666	$ 2,392	$ 3,666	$ 3,749	$ 3,977

Summary of Significant Accounting Policies - Other (Details) - USD ($) $ in Thousands	1 Months Ended	3 Months Ended					6 Months Ended		12 Months Ended
	Jun. 30, 2020	Jun. 30, 2022	Dec. 31, 2021	Jun. 30, 2021	Dec. 31, 2020	Jun. 30, 2020	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021	Dec. 31, 2020	Jan. 01, 2022	Jan. 01, 2020	Dec. 31, 2019
Summary of Significant Accounting Policies
Accumulated amortization of goodwill		$ 76,883	$ 76,883				$ 76,883		$ 76,883
Goodwill		97,053	97,053		$ 97,053		97,053		97,053	$ 97,053			$ 14,616
Amortization of intangible assets		1,700		$ 1,700			3,400	$ 3,300	6,700	5,600
Goodwill impairment charges			0		0	$ 76,900				76,883
Loss before income taxes		(7,318)		(6,570)			(13,607)	(13,635)	(24,676)	(146,410)
Net loss		(5,713)		(6,094)			(10,589)	(12,528)	(21,947)	(129,171)
Right-of-use operating lease assets		11,260					11,260
Lease liabilities recognized		11,255					11,255
Inventory write-offs										5,432
Loss on disposal of property, plant and equipment		(184)		$ 25			(289)	$ (243)	(243)	(7,750)
Impairment losses on property, plant and equipment									0	0
Intangible assets, net		$ 122,565	125,914		$ 132,339		$ 122,565		125,914	132,339
Impairment losses on intangible assets									0	0
Non cash impairment losses on intangible assets										5,200
Advertising expenses									2,900	2,700
Pre-tax restructuring charges										13,900
Lease termination expenses										5,600
Employee termination costs										8,300
Restructuring costs									2,000
Restructuring liabilities outstanding			0						0
Selling, general and administrative expenses
Summary of Significant Accounting Policies
Shipping and handling costs									$ 19,900	15,900
Equipment acquired under S&D acquisition
Summary of Significant Accounting Policies
Loss on disposal of property, plant and equipment	$ 5,800
ASU 2017-04
Summary of Significant Accounting Policies
Accumulated amortization of goodwill												$ (6,600)
Goodwill												$ 6,600
Goodwill impairment charges										76,900
Loss before income taxes										62,200
Net loss										63,200
ASU 2016-02
Summary of Significant Accounting Policies
Practical expedients election									true
ASU 2016-02 \| Adjustment
Summary of Significant Accounting Policies
Right-of-use operating lease assets			13,000						$ 13,000		$ 17,000
Lease liabilities recognized			$ 13,000						$ 13,000		$ 17,000
Goodwill, \| ASU 2017-04
Summary of Significant Accounting Policies
Amortization of intangible assets										$ 14,600
Westrock Coffee Company, LLC. \| Falcon Coffees Limited
Summary of Significant Accounting Policies
Percentage of ownership interest							85.00%		85.00%

Revenue - Revenue from Forward Contracts (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021	Dec. 31, 2020
Derivatives
Net unrealized gains (losses)	$ (2,425)	$ 4,526	$ (7,285)	$ 3,510	$ 8,178	$ 3,581
Forward sales contracts
Derivatives
Net unrealized gains (losses)	300	(3,000)	7,200	(600)	4,800	2,200
Revenue	$ 52,400	$ 36,500	$ 90,500	$ 63,900	$ 145,600	$ 123,800

Revenue - Contract Estimates (Details) - USD ($) $ in Millions	Jun. 30, 2022	Dec. 31, 2021	Dec. 31, 2020
Revenue
Accrued sales incentives	$ 1.7	$ 1.9	$ 3.1

Revenue - Contract Balances (Details) - USD ($)	12 Months Ended
Revenue - Contract Balances (Details) - USD ($)	Dec. 31, 2021	Dec. 31, 2020	Jun. 30, 2022
Revenue
Capitalized contract costs	$ 0	$ 0	$ 0
Amortization of deferred contract costs	300,000	1,300,000
Revenue
Revenue
Receivables from contracts with customers	89,000,000.0		$ 98,100,000
Prepaid expenses and other current assets
Revenue
Contract assets	500,000	1,300,000
Accounts receivable
Revenue
Receivables from contracts with customers	$ 89,000,000.0	$ 69,500,000

Revenue - Concentration of Customers (Details) - item	12 Months Ended
Revenue - Concentration of Customers (Details) - item	Dec. 31, 2021	Dec. 31, 2020
Revenue from Contract with Customer, net \| Customer Concentration \| Beverage Solutions.
Concentration Risk
Number of major customers	0	1

Revenue - Disaggregated Revenue (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021	Dec. 31, 2020
Revenue
Revenues	$ 223,413	$ 171,144	$ 409,841	$ 326,475	$ 698,144	$ 550,846
United States
Revenue
Revenues	181,526	141,487	334,541	276,882	583,011	445,210
All other countries
Revenue
Revenues	41,887	29,657	75,300	49,593	115,133	105,636
Product
Revenue
Revenues					551,013	424,906
Product \| United States
Revenue
Revenues					547,201	421,670
Product \| All other countries
Revenue
Revenues					3,812	3,236
Coffee & tea
Revenue
Revenues	140,614	108,725	262,296	211,609	445,466	344,919
Flavors, extracts & ingredients
Revenue
Revenues	29,397	24,607	55,063	47,335	98,850	72,460
Other
Revenue
Revenues	854	1,073	1,867	2,724	$ 6,697	$ 7,527
Green coffee
Revenue
Revenues	$ 52,548	$ 36,739	$ 90,615	$ 64,807

Acquisitions - Other (Details) - USD ($) $ in Thousands		10 Months Ended
Acquisitions - Other (Details) - USD ($) $ in Thousands	Feb. 28, 2020	Dec. 31, 2020
Business Acquisition
Revenue of acquiree		$ 349,200
Operating loss of acquiree		1,300
Acquisition, restructuring and integration costs,		14,300
Impairment charges, inventory write-offs and losses on disposal of property, plant and equipment		$ 95,000
S&D Acquisition
Business Acquisition
Business acquisition ownership, percentage	100.00%
Cash consideration	$ 401,619
S&D Acquisition \| Term loan
Business Acquisition
Proceeds from debt	240,000
S&D Acquisition \| Asset-based lending facility
Business Acquisition
Proceeds from debt	$ 25,000

Acquisitions - Total consideration (Details) - S&D Acquisition $ in Thousands	Feb. 28, 2020 USD ($)
Business Acquisition
Cash consideration	$ 397,878
Cash paid on behalf of sellers for sellers' transaction expenses	5,241
Post-close working capital adjustments	(1,500)
Total Consideration	$ 401,619

Acquisitions - Purchase price allocation of the assets acquired, and liabilities assumed (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021	Dec. 31, 2020	Feb. 28, 2020	Dec. 31, 2019
Business Acquisition
Goodwill	$ 97,053	$ 97,053	$ 97,053		$ 14,616
S&D Acquisition
Business Acquisition
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

Acquisitions - Identifiable intangible assets (Details) - S&D Acquisition $ in Thousands	Feb. 28, 2020 USD ($)
Business Acquisition
Intangible assets	$ 142,920
Trademark
Business Acquisition
Intangible assets	5,200
Customer relationships
Business Acquisition
Intangible assets	$ 137,500
Estimated Useful Life	20 years
Favorable lease asset
Business Acquisition
Intangible assets	$ 220
Estimated Useful Life	5 years

Acquisitions - Proforma Information (Details) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2020 USD ($) $ / shares
Acquisitions
Revenue	$ 647,935
Net loss attributable to common unitholders	$ (138,896)
Net loss per common unitholder \| $ / shares	$ (0.49)

Ownership (Details) $ / shares in Units, $ in Thousands		12 Months Ended
Ownership (Details) $ / shares in Units, $ in Thousands	Dec. 01, 2021 USD ($) $ / shares	Dec. 31, 2021 USD ($) EquityInstruments Vote $ / shares	Dec. 31, 2020 USD ($)
Noncontrolling Interest
Vote per units \| Vote		1
CEP Units
Noncontrolling Interest
Number of classes of units \| EquityInstruments		2
Liquidation preference (in dollars per unit) \| $ / shares		$ 1.00
Incremental price percentage		10.00%
Distribution per unit		$ 0
Dividend percentage		10.00%
Conversion ratio		1
Series A CEP Units
Noncontrolling Interest
Number of shares issued, value	$ 17,000
Liquidation preference		$ 24,100	$ 18,500
Series B CEP Units
Noncontrolling Interest
Share price (in dollars per share) \| $ / shares	$ 1.00
Liquidation preference		$ 100

Equity-Based Compensation - Unit option - Other (Details) - USD ($) $ in Millions		12 Months Ended
	Feb. 28, 2020	Dec. 31, 2021	Dec. 31, 2020
Share-Based Compensation Arrangement by Share-Based Payment Award
Options granted (in shares)		9,250,000
Stock based compensation expenses		$ 0.5	$ 0.4
Compensation cost not yet recognized		$ 0.6
Employee
Share-Based Compensation Arrangement by Share-Based Payment Award
Options granted (in shares)		9,300,000
Options granted, fair value		$ 0.5
Vesting period		4 years
Option expiration period		10 years
Period to recognized compensation cost		4 years
Options outstanding, intrinsic value		$ 0.1
Employee \| Vesting tranche 1 \| Vesting option of four years of continuous service by the employee
Share-Based Compensation Arrangement by Share-Based Payment Award
Vesting period		4 years
Employee \| Vesting tranche 2
Share-Based Compensation Arrangement by Share-Based Payment Award
Vesting percentage	2.00%
Employee \| Vesting tranche 2 \| Realization of cash proceeds on all CEP Units
Share-Based Compensation Arrangement by Share-Based Payment Award
Vesting period		1 year

Equity-Based Compensation - Unit option - Activity (Details)	12 Months Ended
	Dec. 31, 2021 $ / shares shares
Options
Options outstanding, Beginning Balance (in shares)	24,125,000
Options granted (in shares)	9,250,000
Options forfeited (in shares)	(2,875,000)
Options outstanding, Ending Balance (in shares)	30,500,000
Exercisable (in shares)	2,750,000
Average Price
Options outstanding, Beginning Balance (in dollars per shares) \| $ / shares	$ 0.05
Options granted (in dollars per shares) \| $ / shares	0.05
Options forfeited (in dollars per shares) \| $ / shares	0.05
Options outstanding, Ending Balance (in dollars per shares) \| $ / shares	$ 0.05
Average Life
Options granted (in years)	10 years
Options forfeited (in years)	10 years

Equity-Based Compensation - Restricted common units - Other (Details) $ in Millions		12 Months Ended
	Feb. 28, 2020 installment employee shares	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)
Share-Based Compensation Arrangement by Share-Based Payment Award
Stock based compensation expenses		$ 0.5	$ 0.4
Restricted common units
Share-Based Compensation Arrangement by Share-Based Payment Award
Volatility rate	40.00%
Risk free interest rate	1.14%
Discount rate	30.00%
Stock based compensation expenses		0.8	$ 1.2
Compensation cost not yet recognized		$ 0.4
Period to recognized compensation cost		2 years
Units outstanding, intrinsic value		$ 3.2
Restricted common units \| Executive employee
Share-Based Compensation Arrangement by Share-Based Payment Award
Units granted (in shares) \| shares	13,582,640
Number of executive \| employee	3
Number of installments \| installment	3
Vesting period	3 years

Equity-Based Compensation - Restricted common units - Activity (Details) - Restricted common units	12 Months Ended
	Dec. 31, 2021 $ / shares shares
Units
Units outstanding, Beginning balance (in shares) \| shares	13,582,640
Units vested (in shares) \| shares	(4,527,547)
Units outstanding, Ending balance (in shares) \| shares	9,055,093
Average Fair Market Value
Average Fair Market Value outstanding, Beginning balance (in dollars per shares) \| $ / shares	$ 0.17
Average Fair Market Value vested (in dollars per shares \| $ / shares	0.11
Average Fair Market Value outstanding, Ending balance (in dollars per shares \| $ / shares	$ 0.17

Inventories (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021	Dec. 31, 2020
Inventories
Raw materials	$ 55,887	$ 45,079	$ 39,838
Finished goods	21,955	14,895	14,577
Green coffee	77,481	49,192	29,962
Total inventories	$ 155,323	$ 109,166	$ 84,377

Property, Plant and Equipment, Net (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021	Dec. 31, 2020
Property, Plant and Equipment, Net
Property, plant and equipment, gross	$ 191,384		$ 191,384		$ 180,254	$ 163,102
Less: accumulated depreciation	(59,582)		(59,582)		(52,641)	(36,828)
Property, plant and equipment, net	131,802		131,802		127,613	126,274
Depreciation expense	4,300	$ 4,400	8,500	$ 9,000	18,800	18,200
Land
Property, Plant and Equipment, Net
Property, plant and equipment, gross	9,123		9,123		9,150	8,010
Building
Property, Plant and Equipment, Net
Property, plant and equipment, gross	44,082		44,082		43,895	35,028
Leasehold improvements
Property, Plant and Equipment, Net
Property, plant and equipment, gross	786		786		613	399
Plant equipment
Property, Plant and Equipment, Net
Property, plant and equipment, gross	89,951		89,951		88,155	74,363
Vehicles and transportation equipment
Property, Plant and Equipment, Net
Property, plant and equipment, gross	799		799		876	910
IT systems
Property, Plant and Equipment, Net
Property, plant and equipment, gross	2,454		2,454		2,453	2,195
Furniture and fixtures
Property, Plant and Equipment, Net
Property, plant and equipment, gross	2,929		2,929		2,746	2,318
Customer beverage equipment
Property, Plant and Equipment, Net
Property, plant and equipment, gross	23,184		23,184		24,341	26,507
Lease right-of-use assets
Property, Plant and Equipment, Net
Property, plant and equipment, gross	10		10
Construction in progress and equipment deposits
Property, Plant and Equipment, Net
Property, plant and equipment, gross	$ 18,066		$ 18,066		$ 8,025	$ 13,372
Minimum \| Building
Property, Plant and Equipment, Net
Useful life			10 years		10 years
Minimum \| Plant equipment
Property, Plant and Equipment, Net
Useful life			3 years		3 years
Minimum \| Vehicles and transportation equipment
Property, Plant and Equipment, Net
Useful life			3 years		3 years
Minimum \| IT systems
Property, Plant and Equipment, Net
Useful life			3 years		3 years
Minimum \| Furniture and fixtures
Property, Plant and Equipment, Net
Useful life			3 years		3 years
Minimum \| Customer beverage equipment
Property, Plant and Equipment, Net
Useful life			3 years
Maximum \| Land
Property, Plant and Equipment, Net
Useful life			40 years
Maximum \| Building
Property, Plant and Equipment, Net
Useful life					40 years
Maximum \| Plant equipment
Property, Plant and Equipment, Net
Useful life			15 years		15 years
Maximum \| Vehicles and transportation equipment
Property, Plant and Equipment, Net
Useful life			5 years		5 years
Maximum \| IT systems
Property, Plant and Equipment, Net
Useful life			7 years		7 years
Maximum \| Furniture and fixtures
Property, Plant and Equipment, Net
Useful life			10 years		10 years
Maximum \| Customer beverage equipment
Property, Plant and Equipment, Net
Useful life			5 years		5 years

Goodwill (Details) - USD ($) $ in Thousands	3 Months Ended			12 Months Ended
Goodwill (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020	Jun. 30, 2020	Dec. 31, 2020	Jun. 30, 2022
Changes in goodwill
Goodwill, Beginning balance				$ 14,616
Acquisitions				159,320
Impairments	$ 0	$ 0	$ (76,900)	(76,883)
Goodwill, Ending balance	97,053	97,053		97,053
Goodwill, Impaired and Accumulated Impairment Loss
Goodwill	173,936				$ 173,936
Accumulated impairment loss	(76,883)				(76,883)
Balance at end of period	97,053	97,053		97,053	97,053
Beverage Solutions
Changes in goodwill
Goodwill, Beginning balance				14,616
Acquisitions				159,320
Impairments				(76,883)
Goodwill, Ending balance	97,053	97,053		97,053
Goodwill, Impaired and Accumulated Impairment Loss
Goodwill	173,936				173,936
Accumulated impairment loss	(76,883)				(76,883)
Balance at end of period	$ 97,053	$ 97,053		$ 97,053	$ 97,053

Intangible Assets, Net - Other (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021	Dec. 31, 2020
Intangible Assets, Net
Cost	$ 138,525		$ 138,525		$ 138,478	$ 138,156
Accumulated Amortization	(15,960)		(15,960)		(12,564)	(5,817)
Net	122,565		122,565		125,914	132,339
Amortization expenses	1,700	$ 1,700	$ 3,400	$ 3,300	$ 6,700	5,600
Useful life			20 years		20 years
Customer relationships
Intangible Assets, Net
Cost	137,500		$ 137,500		$ 137,500	137,500
Accumulated Amortization	(15,388)		(15,388)		(12,091)	(5,496)
Net	122,112		122,112		125,409	132,004
Favorable lease assets
Intangible Assets, Net
Cost	220		220		220	220
Accumulated Amortization	(101)		(101)		(79)	(36)
Net	119		119		141	184
Software
Intangible Assets, Net
Cost	805		805		758	436
Accumulated Amortization	(471)		(471)		(394)	(285)
Net	$ 334		$ 334		$ 364	$ 151

Intangible Assets, Net - Amortization expenses (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021	Dec. 31, 2020
Amortization expenses for intangible assets
2022		$ 6,808
2023		6,712
2024		6,681
2025		6,616
2026		6,606
Thereafter		92,491
Net	$ 122,565	$ 125,914	$ 132,339

Accrued Expense and Other Current Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Accrued Expense and Other Current Liabilities
Accrued compensation and sales commissions	$ 8,731	$ 6,678
Accrued interest	2,905	2,382
Payroll, sales, and other taxes	1,666	4,088
Accrued sales incentives	1,921	3,111
Self-insurance liabilities	710	1,461
Accrued management fees	1,111	278
Other accrued liabilities	9,326	5,511
Total accrued liabilities	$ 26,370	$ 23,509

Debt - Other (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021	Dec. 31, 2020
Debt
Total debt	$ 377,197	$ 295,219	$ 288,618
Unamortized debt costs	(4,125)	(4,910)	(4,800)
Current maturities of long-term debt	(8,157)	(8,735)	(6,108)
Short-term debt	(67,871)	(4,510)	(6,447)
Long-term debt, net	297,044	277,064	271,263
Term loan
Debt
Total debt	232,961	235,668	238,990
ABL facility
Debt
Total debt	72,842	51,890	39,757
International trade finance lines
Debt
Total debt	67,871	4,510	6,447
International notes payable
Debt
Total debt	3,516	3,126	3,321
Other loans
Debt
Total debt	$ 7	$ 25	$ 103

Debt - Future payments (Details) $ in Thousands	Dec. 31, 2021 USD ($)
Debt
2022	$ 13,245
2023	8,473
2024	11,444
2025	262,057
Total	$ 295,219

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

Debt - Additional Information (Details) $ / shares in Units, $ in Thousands							3 Months Ended		6 Months Ended			12 Months Ended		16 Months Ended
	Jul. 13, 2022	Jul. 12, 2022	Nov. 22, 2021	Feb. 26, 2021 USD ($) item	Feb. 25, 2021 USD ($)	Feb. 28, 2020 USD ($)	Jun. 30, 2022 USD ($) item $ / shares shares	Jun. 30, 2021 USD ($)	Jun. 30, 2022 USD ($) item $ / shares shares	Dec. 31, 2021 USD ($) item tranche	Jun. 30, 2021 USD ($)	Dec. 31, 2021 USD ($) item tranche	Dec. 31, 2020 USD ($)	Jun. 30, 2021	Jun. 16, 2022 USD ($)	Apr. 29, 2022 USD ($)	Mar. 16, 2022 USD ($)
Debt
Paid in kind interest								$ 400	$ 294		$ 991	$ 1,777	$ 790
Short-term debt							$ 67,871		$ 67,871	$ 4,510		4,510	6,447
Term Loan Due in 2025 \| Westrock Coffee Company, LLC.
Debt
Paid in kind interest rate (as a percent)			0.25%						0.25%	0.25%				0.75%
Paid in kind interest							100	$ 400	$ 300		$ 1,000	$ 1,800	$ 800
Debt finance costs						$ 5,600	$ 5,600		$ 5,600
Face amount						$ 240,000
Effective rate (as a percent)										9.75%		9.75%
Cap on add-backs for EBITDA (as a percent)	20.00%	15.00%
Debt term						5 years			5 years
Cash netted against debt covenant				$ 15,000	$ 10,000
Number of vendor meetings per fiscal year \| item				2
Term Loan Due in 2025 \| Westrock Coffee Company, LLC. \| LIBOR
Debt
Effective rate (as a percent)							9.75%		9.75%
Term Loan Due in 2025 \| Westrock Coffee Company, LLC. \| Term Loan are due June 30, 2021
Debt
Principal payment percentage (as a percent)									0.625%			0.25%
Term Loan Due in 2025 \| Westrock Coffee Company, LLC. \| Term Loan are due June 30, 2023
Debt
Principal payment percentage (as a percent)									0.9375%			0.625%
Term Loan Due in 2025 \| Westrock Coffee Company, LLC. \| Term Loan are due June 30, 2024
Debt
Principal payment percentage (as a percent)									1.25%			0.9375%
Term Loan Due in 2025 \| Westrock Coffee Company, LLC. \| Term Loan Maturity are due June 30, 2024
Debt
Principal payment percentage (as a percent)												1.25%
US Asset Based Lending Facility \| Westrock Coffee Company, LLC.
Debt
Long term debt							$ 72,800		$ 72,800	$ 51,900		$ 51,900
Debt finance costs						$ 2,600	2,600		2,600
Face amount						$ 90,000
Maximum borrowing capacity							14,500		14,500	35,400		35,400
Line of credit							$ 2,700		$ 2,700	$ 2,700		$ 2,700
Cap on add-backs for EBITDA (as a percent)	20.00%	15.00%
Line of credit, Commitment fee percentage (as a percent)						0.375%			0.375%
Weighted average effective rate (as a percent)							5.80%		5.80%	4.10%		4.10%
Period of termination before maturity						91 days
US Asset Based Lending Facility \| Westrock Coffee Company, LLC. \| Base rate \| Minimum
Debt
Variable rate (as a percent)						0.50%			0.50%
US Asset Based Lending Facility \| Westrock Coffee Company, LLC. \| Base rate \| Maximum
Debt
Variable rate (as a percent)						2.00%			2.00%
US Asset Based Lending Facility \| Westrock Coffee Company, LLC. \| LIBOR \| Minimum
Debt
Variable rate (as a percent)						1.50%			1.50%
US Asset Based Lending Facility \| Westrock Coffee Company, LLC. \| LIBOR \| Maximum
Debt
Variable rate (as a percent)						3.00%			3.00%
International Debt and Lending Facilities \| Westrock Coffee Company, LLC.
Debt
Short-term debt							$ 1,600		$ 1,600	$ 2,500		$ 2,500
Number of tranches							2		2	3		3
International Debt and Lending Facilities \| Westrock Coffee Company, LLC. \| Mortgage backed securities
Debt
Long term note							$ 1,900		$ 1,900
International Debt and Lending Facilities, 10.25%, 30 June 2022 \| Westrock Coffee Company, LLC.
Debt
Interest rate (as a percent)										10.25%		10.25%
Short-term debt										$ 900		$ 900
International Debt and Lending Facilities, 9.5%, 30 September 2022 \| Westrock Coffee Company, LLC.
Debt
Interest rate (as a percent)							9.50%		9.50%	9.50%		9.50%
Short-term debt							$ 900		$ 900	$ 900		$ 900
International Debt and Lending Facilities, 9.5%, 31 December 2022 \| Westrock Coffee Company, LLC.
Debt
Short-term debt							700		700	700		700
Working Capital Trade Finance Facility \| Westrock Coffee Company, LLC.
Debt
Maximum borrowing capacity															$ 62,500	$ 55,000	$ 50,000
Short-term debt							52,000		$ 52,000	34,200		$ 34,200					$ 49,300
Agent fees percentage (as a percent)									0.25%			0.25%
Working Capital Trade Finance Facility \| Westrock Coffee Company, LLC. \| Mortgage backed securities
Debt
Short-term debt							$ 8,900		$ 8,900	$ 4,500		$ 4,500
Number of mortgage-backed lending facilities \| item							2		2	2		2
Long term note										$ 600		$ 600
Working Capital Trade Finance Facility \| Westrock Coffee Company, LLC. \| Prime rate \| Minimum
Debt
Interest rate (as a percent)							1.50%		1.50%
Variable rate (as a percent)												1.50%
Working Capital Trade Finance Facility \| Westrock Coffee Company, LLC. \| Prime rate \| Maximum
Debt
Interest rate (as a percent)							5.00%		5.00%
Variable rate (as a percent)												5.00%
Subordinated related party debt \| Wooster Capital, LLC ("Wooster") and Jo Ellen Ford
Debt
Interest rate (as a percent)						6.00%
Face amount						$ 13,300
Debt term						10 years
Grace period						6 months
Common stock shares issued (in shares) \| shares							1,330,000		1,330,000
Par value (in dollars per share) \| $ / shares							$ 0.01		$ 0.01

Leases - Other (Details)	12 Months Ended
Leases - Other (Details)	Dec. 31, 2021	Jun. 30, 2022
Leases
Option to extend	true
Option to terminate	true
Termination term (in years)	1 year	1 year
Minimum
Leases
Remaining non-cancelable lease term (in years)	1 year	1 year
Option to extend term (in years)	1 year	1 year
Maximum
Leases
Remaining non-cancelable lease term (in years)	22 years	22 years
Option to extend term (in years)	10 years	10 years

Leases - Maturities of lease obligations (Details) - USD ($) $ in Thousands	3 Months Ended	6 Months Ended	12 Months Ended
	Jun. 30, 2021	Jun. 30, 2021	Dec. 31, 2021	Dec. 31, 2020
Leases
Rent expense	$ 1,100	$ 2,200	$ 4,400	$ 5,700
Operating leases
2022			4,334
2023			4,332
2024			4,174
2025			3,286
2026			2,377
Thereafter			4,373
Total			$ 22,876

Accumulated Other Comprehensive Loss - Schedule of changes in accumulated other comprehensive loss, net of tax (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021	Dec. 31, 2020
Accumulated Other Comprehensive Loss
Balance at beginning of period	$ (192,606)	$ (152,562)	$ (175,998)	$ (139,741)	$ (139,741)	$ (4,362)
Net accumulated other comprehensive income	(2,434)	4,547	(7,294)	3,445	8,198	3,820
Balance at end of period	(207,696)	(159,886)	(207,696)	(159,886)	(175,998)	(139,741)
Cash flow hedge changes in fair value gain (loss)
Accumulated Other Comprehensive Loss
Balance at beginning of period	6,899	2,565	11,759	3,581	3,581
Other comprehensive income (loss) before reclassifications	(531)	7,289	(2,800)	6,545	18,010	6,490
Amounts reclassified from accumulated comprehensive income	(2,701)	(1,302)	(6,831)	(1,900)	(7,197)	(1,746)
Tax effect	807	(1,461)	2,346	(1,135)	(2,635)	(1,163)
Net accumulated other comprehensive income	4,474	7,091	4,474	7,091	11,759	3,581
Balance at end of period	4,474	7,091	4,474	7,091	11,759	3,581
Foreign currency translation gain
Accumulated Other Comprehensive Loss
Balance at beginning of period	259	153	259	239	239
Other comprehensive income (loss) before reclassifications	(9)	21	(9)	(65)	20	239
Net accumulated other comprehensive income	250	174	250	174	259	239
Balance at end of period	250	174	250	174	259	239
Accumulated other comprehensive income (loss)
Accumulated Other Comprehensive Loss
Balance at beginning of period	7,158	2,718	12,018	3,820	3,820
Net accumulated other comprehensive income	(2,434)	4,547	(7,294)	3,445	8,198	3,820
Balance at end of period	$ 4,724	$ 7,265	$ 4,724	$ 7,265	$ 12,018	$ 3,820

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

Amount of tax expense (benefit) allocated to other comprehensive income (loss).

Income Taxes - Income (loss) before income taxes (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021	Dec. 31, 2020
Income Taxes
U.S.					$ (28,573)	$ (147,196)
International					3,897	786
Loss before income taxes	$ (7,318)	$ (6,570)	$ (13,607)	$ (13,635)	$ (24,676)	$ (146,410)

Amount of income (loss) from continuing operations, including income (loss) from equity method investments, before deduction of income tax expense (benefit), and income (loss) attributable to noncontrolling interest.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Income Taxes - Income tax expense (benefit) (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021	Dec. 31, 2020
Current Federal, State and Local, Tax Expense (Benefit)
State					$ 179	$ 201
Foreign					(99)	510
Total current					80	711
Deferred expense (benefit)
Federal					(4,617)	(15,230)
State					(901)	(3,003)
Foreign					2,070	(23)
Total deferred			$ (3,083)	$ (1,454)	(3,448)	(18,256)
Income tax expense (benefit)	$ (1,499)	$ (502)	$ (3,083)	$ (1,443)	$ (3,368)	$ (17,545)

Income Taxes - Reconciliation (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021	Dec. 31, 2020
Income Taxes
Income tax expense (benefit) at US statutory income tax rate					$ (5,182)	$ (30,746)
State income tax expense (benefit), net of federal benefit					(773)	(2,844)
Foreign rate differential					(304)	(179)
Goodwill impairment						16,624
Global intangible low-taxed income ("GILTI") inclusion					1,095	22
Transaction costs					260	507
Other permanent differences					78	136
Step-up on C Corp conversion						(1,578)
Change in valuation allowance					632	513
Provision to return adjustments					(166)
Effect of change in foreign tax rates					1,181
Other					(189)
Income tax expense (benefit)	$ (1,499)	$ (502)	$ (3,083)	$ (1,443)	$ (3,368)	$ (17,545)
Effective tax rate (as percentage)					13.60%	12.00%

Income Taxes - Deferred income tax assets and liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Deferred tax assets
Liabilities and reserves	$ 3,501	$ 3,471
Interest limitation	8,884	4,906
Net operating losses	8,850	8,049
Transaction expenses	79	187
Inventories		630
Other	711	789
Total	22,025	18,032
Valuation allowance	(1,145)	(513)
Total deferred tax assets, net	20,880	17,519
Deferred tax liabilities
Property, plant and equipment	(10,581)	(10,501)
Intangible assets	(29,221)	(30,699)
Derivatives	(4,451)	(2,426)
Inventories	(2,035)
Other	(107)	(205)
Total	(46,395)	(43,831)
Net deferred tax liability	$ (25,515)	$ (26,312)

Income Taxes - Valuation Allowance (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Income Taxes
Beginning balance	$ 513
Additions	632	$ 513
Ending Balance	$ 1,145	$ 513

Income Taxes - Other (Details) - USD ($) $ in Thousands	Feb. 28, 2020	Dec. 31, 2021	Dec. 31, 2020
Operating Loss Carryforwards
Gain on reorganization of assets	$ 36,700
Valuation allowance		$ 1,100	$ 500
Operating loss carryforward		30,000
Uncertain tax position		100	$ 100
Undistributed earnings of certain foreign subsidiaries for investment		10,500
Provisions		0
2023 \| State
Operating Loss Carryforwards
Operating loss carryforward		100
2031 \| Federal
Operating Loss Carryforwards
Operating loss carryforward		38,600
2026 \| Foreign
Operating Loss Carryforwards
Operating loss carryforward		$ 4,100

Earnings per Unit (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021	Dec. 31, 2020
Numerator:
Net loss attributable to common unitholders - basic	$ (12,858)	$ (12,203)	$ (24,471)	$ (24,376)	$ (46,155)	$ (147,684)
Net loss attributable to common unitholders - diluted	$ (12,858)	$ (12,203)	$ (24,471)	$ (24,376)	$ (46,155)	$ (147,684)
Denominator:
Weighted-average common units outstanding - basic	332,209	329,043	331,195	328,062	328,557	325,983
Weighted-average common units outstanding - diluted	332,209	329,043	331,195	328,062	328,557	325,983
Dilutive loss per common unit	$ (0.04)	$ (0.04)	$ (0.07)	$ (0.07)	$ (0.14)	$ (0.45)
Units options
Earnings per Unit
Antidilutive securities			16,400	13,100	30,500	24,200
Restricted common units
Earnings per Unit
Antidilutive securities			4,500	9,100	9,100	13,600
CEP units
Earnings per Unit
Antidilutive securities			239,200	222,200	239,200	222,200

Segment Information - Other (Details) - segment	6 Months Ended	12 Months Ended
Segment Information - Other (Details) - segment	Jun. 30, 2022	Dec. 31, 2021
Segment Information
Number of operating segments	2	2
United States
Segment Information
Percentage of long-lived assets		97.00%

Segment information - Selected Financial Data (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021	Dec. 31, 2020
Segment Information
Revenues	$ 223,413	$ 171,144	$ 409,841	$ 326,475	$ 698,144	$ 550,846
Adjusted EBITDA	13,293	11,183	24,687	19,492	47,174	33,595
Interest expense, net	8,813	8,261	16,861	15,669	32,549	25,229
Income tax benefit	(1,499)	(502)	(3,083)	(1,443)	(3,368)	(17,545)
Depreciation and amortization	5,952	6,071	11,966	12,314	25,501	23,838
Acquisition, restructuring and integration expense	2,304	926	4,787	1,943	8,835	22,355
Management and consulting fees	866	1,595	2,201	3,200	6,382	5,317
Equity-based compensation	308	306	479	612	1,223	1,553
Impairment charges						82,083
Inventory write-offs						5,432
Mark-to-market adjustments	1,395	(2)	250	(1,975)	(3,585)	(217)
Loss on disposal of property, plant and equipment	184	(25)	289	243	243	7,750
Other	(789)	621	(1,461)	1,121	702	6,665
Net loss	(5,819)	(6,068)	(10,524)	(12,192)	(21,308)	(128,865)
Capital expenditures					23,279	19,547
Total assets	661,446	562,763	661,446	562,763	593,020	548,140
Operating Segments \| Beverage Solutions.
Segment Information
Revenues	170,865	134,405	319,226	261,668	551,013	424,906
Adjusted EBITDA	12,471	10,330	22,891	18,462	41,468	28,802
Capital expenditures					22,665	19,019
Total assets	546,449	493,686	546,449	493,686	510,751	488,577
Operating Segments \| Sustainable, Sourcing and Traceability
Segment Information
Revenues	58,459	41,322	106,232	74,021	170,035	150,577
Adjusted EBITDA	822	853	1,796	1,030	5,706	4,793
Capital expenditures					614	528
Total assets	114,997	69,077	114,997	69,077	82,269	59,563
Intersegment Eliminations
Segment Information
Revenues	$ (5,911)	$ (4,583)	$ (15,617)	$ (9,214)	$ (22,904)	$ (24,637)

Segment Information - Net sales information (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021	Dec. 31, 2020
Segment Information
Revenues	$ 223,413	$ 171,144	$ 409,841	$ 326,475	$ 698,144	$ 550,846
United States
Segment Information
Revenues	181,526	141,487	334,541	276,882	583,011	445,210
All other countries
Segment Information
Revenues	$ 41,887	$ 29,657	$ 75,300	$ 49,593	$ 115,133	$ 105,636

Commitments and Contingencies (Details) - USD ($) $ in Millions	Jun. 30, 2022	Dec. 31, 2021
Commitments and Contingencies
Purchase obligations	$ 371.7	$ 276.7
Standby Letters of Credit
Commitments and Contingencies
Letters of credit outstanding	$ 2.7	$ 2.7

Derivatives - Other (Details) lb in Millions, $ in Millions	3 Months Ended		6 Months Ended		12 Months Ended
Derivatives - Other (Details) lb in Millions, $ in Millions	Jun. 30, 2022 USD ($) lb	Jun. 30, 2021 USD ($) lb	Jun. 30, 2022 USD ($) lb	Jun. 30, 2021 USD ($) lb	Dec. 31, 2021 USD ($) lb	Dec. 31, 2020 USD ($) lb
Derivatives
Net gains reported in AOCI expected to be reclassified \| $			$ 2.1		$ 14.4
Cash flow hedging
Derivatives
Gain (loss) reclassified from accumulated other comprehensive income \| $		$ 1.3		$ 1.9
Net gains reported in AOCI expected to be reclassified \| $	$ 2.7		$ 6.8		$ 7.2	$ 1.7
Coffee futures contracts \| Cash flow hedging
Derivatives
Notional amount of derivative purchased	6.9	21.3
Coffee futures contracts \| Designated as hedges \| Cash flow hedging
Derivatives
Derivative notional amount			1.5		7.9	10.6
Notional amount of derivative purchased					105.5
Coffee options \| Cash flow hedging
Derivatives
Notional amount of derivative purchased			48.2	48.6
Coffee options \| Designated as hedges \| Cash flow hedging
Derivatives
Notional amount of derivative purchased						145.2

Derivatives - Fair value of assets and liabilities (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021	Dec. 31, 2020
Derivatives
Fair value of derivative assets	$ 15,692	$ 13,765	$ 12,263
Fair value of derivative liabilities	7,583	14,021	3,397
Designated as hedges
Derivatives
Fair value of derivative assets	702	172	2,737
Fair value of derivative liabilities	829
Designated as hedges \| Coffee futures contracts \| Derivative assets
Derivatives
Fair value of derivative assets		172	2,091
Designated as hedges \| Coffee futures contracts \| Derivative liabilities
Derivatives
Fair value of derivative liabilities	829
Designated as hedges \| Coffee options \| Derivative assets
Derivatives
Fair value of derivative assets	702		646
Not designated as hedges
Derivatives
Fair value of derivative assets	14,990	13,593	9,526
Fair value of derivative liabilities	6,754	14,021
Not designated as hedges \| Forward sales contracts \| Derivative assets
Derivatives
Fair value of derivative assets	14,990	13,593	9,526
Not designated as hedges \| Forward purchase contracts \| Derivative liabilities
Derivatives
Fair value of derivative liabilities	$ 6,754	$ 14,021	$ 3,397

Derivatives - Pre-tax net gains and losses (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021	Dec. 31, 2020
Derivatives
Net unrealized gains (losses)	$ (2,425)	$ 4,526	$ (7,285)	$ 3,510	$ 8,178	$ 3,581
Designated as hedges \| Cash flow hedging \| Coffee derivatives \| Cost of sales
Derivatives
Net realized gains (losses)	2,701	1,302	6,831	1,900	7,197	1,746
Not designated as hedges \| Cash flow hedging \| Forward Contract and Other Cost of Sales
Derivatives
Net unrealized gains (losses)					$ (4,799)	$ 2,176
Not designated as hedges \| Cash flow hedging \| Forward sales and purchase contracts \| Cost of sales
Derivatives
Net unrealized gains (losses)	$ 291	$ (3,038)	$ 7,237	$ (581)

Retirement Plan (Details) - USD ($) $ in Millions	12 Months Ended
Retirement Plan (Details) - USD ($) $ in Millions	Dec. 31, 2021	Dec. 31, 2020
Defined Benefit Plan Disclosure
Contribution amount	$ 1.3	$ 1.6
Company 401(k) Plan
Defined Benefit Plan Disclosure
Minimum age	21 years
S&D 401(k) Plan \| S&D Acquisition
Defined Benefit Plan Disclosure
Minimum age	18 years
S&D 401(k) Plan \| S&D Acquisition \| First 1% of such gross salary or wages deferred
Defined Benefit Plan Disclosure
Employees contribution, percentage	80.00%
Employers contribution, percentage	100.00%
S&D 401(k) Plan \| S&D Acquisition \| Above 1%, up to a maximum of 6%
Defined Benefit Plan Disclosure
Employers contribution, percentage	50.00%

Fair Value Measurements (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021	Dec. 31, 2020
Fair Value Measurements
Assets	$ 71,644	$ 61,610	$ 38,475
Liabilities	7,583	14,021	3,397
Green coffee associated with forward contracts
Fair Value Measurements
Assets	55,952	47,845	26,212
Coffee futures contracts
Fair Value Measurements
Assets		172	2,091
Liabilities	829
Forward sales contracts
Fair Value Measurements
Assets	14,990	13,593	9,526
Coffee options
Fair Value Measurements
Assets	702		646
Forward purchase contracts
Fair Value Measurements
Liabilities	6,754	14,021	3,397
Level 1
Fair Value Measurements
Assets	702	172	2,737
Liabilities	829
Level 1 \| Coffee futures contracts
Fair Value Measurements
Assets		172	2,091
Liabilities	829
Level 1 \| Coffee options
Fair Value Measurements
Assets	702		646
Level 2
Fair Value Measurements
Assets	70,942	61,438	35,738
Liabilities	6,754	14,021	3,397
Level 2 \| Green coffee associated with forward contracts
Fair Value Measurements
Assets	55,952	47,845	26,212
Level 2 \| Forward sales contracts
Fair Value Measurements
Assets	14,990	13,593	9,526
Level 2 \| Forward purchase contracts
Fair Value Measurements
Liabilities	$ 6,754	$ 14,021	$ 3,397

Related Party Transactions - Transactions with related party (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021	Dec. 31, 2020
Related Party Transactions
Short-term related party debt					$ 34,199	$ 26,316
Interest expense, net	$ 202	$ 583	$ 943	$ 1,173	2,629	2,645
Brown Brothers Harriman
Related Party Transactions
Interest expense, net		287	541	578	1,393	1,509
Wooster Capital
Related Party Transactions
Interest expense, net	149	147	296	297	599	498
Jo Ellen Ford
Related Party Transactions
Interest expense, net	53	52	106	106	214	178
Westrock Group, LLC
Related Party Transactions
Selling, general and administrative expense					3,333	2,778
Westrock Finance, LLC
Related Party Transactions
Interest expense, net		$ 97		$ 192	423	460
Short-term related party debt \| Brown Brothers Harriman
Related Party Transactions
Short-term related party debt					34,199	26,316
Subordinated related party debt
Related Party Transactions
Subordinated related party debt	13,300		13,300		13,300	17,580
Subordinated related party debt \| Wooster Capital
Related Party Transactions
Subordinated related party debt	9,800		9,800		9,800	9,800
Subordinated related party debt \| Jo Ellen Ford
Related Party Transactions
Subordinated related party debt	$ 3,500		$ 3,500		$ 3,500	3,500
Subordinated related party debt \| Westrock Finance, LLC
Related Party Transactions
Subordinated related party debt						$ 4,280

Related Party Transactions - Other (Details) - USD ($) $ in Thousands	1 Months Ended	3 Months Ended		6 Months Ended		12 Months Ended
	Feb. 29, 2020	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021	Dec. 31, 2020	Feb. 28, 2020
Related Party Transactions
Short-term related party debt						$ 34,199	$ 26,316
Selling, general and administrative expenses
Related Party Transactions
Expenses incurred		$ 800	$ 1,700	$ 800	$ 1,700
Westrock Group, LLC
Related Party Transactions
Related party amount to be paid								$ 10,000
Expenses incurred			$ 200		$ 300
Westrock Group, LLC \| Accrued expenses and other current liabilities
Related Party Transactions
Short-term related party debt		500		500		200	200
Westrock Group, LLC \| Selling, general and administrative expenses
Related Party Transactions
Expenses incurred	$ 1,500	$ 200		$ 500		$ 800	$ 1,500

Carrying amount as of the balance sheet date of obligations due all related parties.

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Subsequent Events (Details) - USD ($)						3 Months Ended		6 Months Ended
Subsequent Events (Details) - USD ($)	Aug. 26, 2022	Jul. 14, 2022	Jul. 13, 2022	Jul. 12, 2022	Feb. 28, 2020	Sep. 30, 2022	Jun. 30, 2022	Jun. 30, 2022	Aug. 29, 2022	Apr. 04, 2022	Dec. 31, 2021	Nov. 22, 2021
Subsequent Events
Amount available in capital raise agreement												$ 20,000,000
Capital Raise Investors and Affiliate
Subsequent Events
Voting interest held (as percentage)												5.00%
Westrock Coffee Company, LLC. \| Term Loan Due in 2025
Subsequent Events
Face amount					$ 240,000,000.0
Debt term					5 years			5 years
Cap on add-backs for EBITDA (as a percent)			20.00%	15.00%
Westrock Coffee Company, LLC. \| US Asset Based Lending Facility
Subsequent Events
Outstanding borrowing							$ 2,700,000	$ 2,700,000			$ 2,700,000
Face amount					$ 90,000,000.0
Cap on add-backs for EBITDA (as a percent)			20.00%	15.00%
Subsequent Event \| Wooster Capital
Subsequent Events
Number of shares issued		2,150,000
Purchase price (in dollars per share)		$ 10.00
Proceeds from issuance of common stock		$ 21,500,000
Pre-funded commitment		$ 11,700,000
Subsequent Event \| Wooster Capital \| Convertible Debt
Subsequent Events
Share price (in dollars per share)		$ 10.00
Face amount		$ 11,700,000
Debt term		1 year
Interest rate (as a percent)		8.00%
Repayment of convertible note		$ 0
Debt converted into shares	1,170,000
Subsequent Event \| Riverview
Subsequent Events
Number of shares issued	6,618,151
Number of shares issued, value	$ 66,300,000
Subsequent Event \| Riverview \| Common Stock PIPE Commitments
Subsequent Events
Number of shares issued	1,910,000
Subsequent Event \| Riverview \| New Company
Subsequent Events
Amount received	$ 66,300,000									$ 250,000,000
Share price (in dollars per share)										$ 10
Collateral amount										$ 300,000,000
Subsequent Event \| Riverview \| New Company \| Wells Fargo \| Term loan
Subsequent Events
Face amount	175,000,000.0									150,000,000
Subsequent Event \| Riverview \| New Company \| Wells Fargo \| Revolving loan commitment
Subsequent Events
Outstanding borrowing									$ 0
Amount received	87,000,000.0
Face amount	175,000,000.0									$ 150,000,000
Subsequent Event \| Riverview \| New Company \| Common Stock PIPE Commitments
Subsequent Events
Amount received	$ 230,900,000
Share price (in dollars per share)	$ 10.00
Subsequent Event \| Westrock Coffee Company, LLC. \| Term Loan Due in 2025
Subsequent Events
Cap on add-backs for EBITDA (as a percent)						20.00%	15.00%
Subsequent Event \| Westrock Coffee Company, LLC. \| US Asset Based Lending Facility
Subsequent Events
Cap on add-backs for EBITDA (as a percent)						20.00%	15.00%

CONDENSED BALANCE SHEETS

Jun. 30, 2022

USD ($)

Current assets

$ 294,095,000

15,931,000

661,446,000

231,324,000

573,389,000

60,975,000

Total Liabilities, Redeemable Units and Unitholders' Deficit

(276,196,000)

661,446,000

Current assets

Cash

796,388

Prepaid expenses

371,272

1,167,660

Marketable securities held in Trust Account

28,267

250,257,574

251,453,501

Accrued expenses

189,859

Income tax payable

34,787

Deferred underwriting fee payable

224,646

Deferred legal fee

1,781,233

Warrant liabilities

19,334,140

8,750,000

30,090,019

Class A common stock, $0.001 par value; 85,000,000 shares authorized; 25,000,000 shares subject to possible redemption at redemption value

250,122,787

Preferred stock, $0.001 par value; 1,000,000 shares authorized, none issued and outstanding

Total Stockholders' Deficit

(28,765,555)

(28,759,305)

Total Liabilities, Redeemable Units and Unitholders' Deficit

251,453,501

Class A Common Stock [Member] | CIK 0001846136 Riverview Acquisition Corp

Class B Common Stock [Member] | CIK 0001846136 Riverview Acquisition Corp

$ 6,250

^[1]

[1]	Excluded an aggregate of 937,500 shares forfeited as of December 31, 2021 (see Note 5).

CONDENSED BALANCE SHEETS (Parenthetical) - CIK 0001846136 Riverview Acquisition Corp - $ / shares	12 Months Ended
	Dec. 31, 2021	Jun. 30, 2022
Stockholders' Deficit
Preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001
Preferred stock, shares authorized (in shares)	1,000,000	1,000,000
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Class A Common Stock [Member]
LIABILITIES AND STOCKHOLDERS' DEFICIT
Temporary Equity, Par or Stated Value Per Share	$ 0.001	$ 0.001
Temporary Equity, Shares Authorized	85,000,000	85,000,000
Temporary Equity, Shares Outstanding	25,000,000	25,000,000
Stockholders' Deficit
Common Stock, Par or Stated Value Per Share	$ 0.001	$ 0.001
Common stock, shares authorized (in shares)	85,000,000	85,000,000
Common Stock, Shares, Issued	0	0
Common stock, shares outstanding (in shares)	0	0
Class B Common Stock [Member]
Stockholders' Deficit
Common Stock, Par or Stated Value Per Share	$ 0.001	$ 0.001
Common stock, shares authorized (in shares)	15,000,000	15,000,000
Common Stock, Shares, Issued	6,250,000	6,250,000
Common stock, shares outstanding (in shares)	6,250,000	6,250,000
Common stock, shares forfeited (in shares)	937,500

CONDENSED STATEMENTS OF OPERATIONS - USD ($)

3 Months Ended

5 Months Ended

6 Months Ended

Jun. 30, 2022

Jun. 30, 2021

Jun. 30, 2022

$ 1,362,000

$ 1,633,000

$ 2,144,000

Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest

(7,318,000)

(6,570,000)

(13,607,000)

Provision for income taxes

1,499,000

502,000

3,083,000

$ (5,713,000)

$ (6,094,000)

$ (10,589,000)

Diluted weighted average shares outstanding (in shares)

332,209,000

329,043,000

331,195,000

332,209,000

329,043,000

331,195,000

$ (0.04)

$ (0.07)

$ (0.04)

$ (0.07)

Operating and formation costs

$ 1,051,247

$ (63)

$ 8,413

$ 1,984,187

(1,051,247)

(8,413)

(1,984,187)

Interest earned on marketable securities held in Trust Account

316,380

403,623

Unrealized loss on marketable securities held in Trust Account

(12,860)

Change in fair value of warrant liabilities

(9,776,426)

(8,771,164)

Total other loss

(9,472,906)

(8,367,541)

Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest

(10,524,153)

(8,413)

(10,351,728)

Provision for income taxes

(34,787)

Class A Common Stock [Member] | CIK 0001846136 Riverview Acquisition Corp

$ (10,558,940)

$ 63

$ (8,413)

$ (10,386,515)

Diluted weighted average shares outstanding (in shares)

25,000,000

25,000,000

$ (0.34)

$ 0

$ (0.33)

Class B Common Stock [Member] | CIK 0001846136 Riverview Acquisition Corp

$ (0.34)

$ 0.00

$ (0.33)

Diluted weighted average shares outstanding (in shares)

^[1]

6,250,000

6,250,000

$ (0.34)

$ 0

$ (0.33)

$ (0.34)

$ 0.00

$ (0.33)

[1]	Excluded an aggregate of 937,500 shares forfeited as of December 31, 2021 (see Note 5).

CONDENSED STATEMENTS OF OPERATIONS (Parenthetical)	12 Months Ended
CONDENSED STATEMENTS OF OPERATIONS (Parenthetical)	Dec. 31, 2021 shares
Class B Common Stock [Member] \| CIK 0001846136 Riverview Acquisition Corp
Operating Income (Loss) [Abstract]
Common stock, shares forfeited (in shares)	937,500

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) - USD ($)	Common Stock Class A Common Stock [Member] CIK 0001846136 Riverview Acquisition Corp	Common Stock Class B Common Stock [Member] CIK 0001846136 Riverview Acquisition Corp	Additional Paid-in Capital CIK 0001846136 Riverview Acquisition Corp	Accumulated Deficit CIK 0001846136 Riverview Acquisition Corp	CIK 0001846136 Riverview Acquisition Corp	Total
Beginning balance at Feb. 03, 2021	$ 0	$ 0	$ 0	$ 0	$ 0
Beginning balance (in shares) at Feb. 03, 2021	0	0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of Class B common stock to Sponsor	$ 0	$ 7,188	17,812	0	25,000
Issuance of Class B common stock to Sponsor (in shares)	0	7,187,500
Net Income (Loss) Attributable to Parent	$ 0	$ 0	0	(8,476)	(8,476)
Ending balance at Mar. 31, 2021	$ 0	$ 7,188	17,812	(8,476)	16,524
Ending balance (in shares) at Mar. 31, 2021	0	7,187,500
Beginning balance at Feb. 03, 2021	$ 0	$ 0	0	0	0
Beginning balance (in shares) at Feb. 03, 2021	0	0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net Income (Loss) Attributable to Parent					(8,413)
Ending balance at Jun. 30, 2021	$ 0	$ 7,188	17,812	(8,413)	16,587
Ending balance (in shares) at Jun. 30, 2021	0	7,187,500
Beginning balance at Feb. 03, 2021	$ 0	$ 0	0	0	0
Beginning balance (in shares) at Feb. 03, 2021	0	0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of Class B common stock to Sponsor		$ 7,188	17,812		25,000
Issuance of Class B common stock to Sponsor (in shares)	0	7,187,500
Accretion of Class A common stock subject to possible redemption			(536,750)	(23,922,881)	(24,459,631)
Net Income (Loss) Attributable to Parent				5,666,628	5,666,628
Ending balance at Dec. 31, 2021	$ 0	$ 6,250	0	(18,256,253)	(18,250,003)
Ending balance (in shares) at Dec. 31, 2021	0	6,250,000
Beginning balance at Mar. 31, 2021	$ 0	$ 7,188	17,812	(8,476)	16,524
Beginning balance (in shares) at Mar. 31, 2021	0	7,187,500
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net Income (Loss) Attributable to Parent	$ 0	$ 0	0	63	63	$ (6,094,000)
Ending balance at Jun. 30, 2021	$ 0	$ 7,188	17,812	(8,413)	16,587
Ending balance (in shares) at Jun. 30, 2021	0	7,187,500
Beginning balance at Dec. 31, 2021	$ 0	$ 6,250	0	(18,256,253)	(18,250,003)
Beginning balance (in shares) at Dec. 31, 2021	0	6,250,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net Income (Loss) Attributable to Parent	$ 0	$ 0	0	172,425	172,425
Ending balance at Mar. 31, 2022	$ 0	$ 6,250	0	(18,083,828)	(18,077,578)
Ending balance (in shares) at Mar. 31, 2022	0	6,250,000
Beginning balance at Dec. 31, 2021	$ 0	$ 6,250	0	(18,256,253)	(18,250,003)
Beginning balance (in shares) at Dec. 31, 2021	0	6,250,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net Income (Loss) Attributable to Parent					(10,386,515)	(10,589,000)
Ending balance at Jun. 30, 2022	$ 0	$ 6,250	0	(28,765,555)	(28,759,305)
Ending balance (in shares) at Jun. 30, 2022	0	6,250,000
Beginning balance at Mar. 31, 2022	$ 0	$ 6,250	0	(18,083,828)	(18,077,578)
Beginning balance (in shares) at Mar. 31, 2022	0	6,250,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Accretion of Class A common stock subject to possible redemption	$ 0	$ 0	0	(122,787)	(122,787)
Net Income (Loss) Attributable to Parent	0	0	0	(10,558,940)	(10,558,940)	$ (5,713,000)
Ending balance at Jun. 30, 2022	$ 0	$ 6,250	$ 0	$ (28,765,555)	$ (28,759,305)
Ending balance (in shares) at Jun. 30, 2022	0	6,250,000

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

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CONDENSED STATEMENTS OF CASH FLOWS - USD ($)	5 Months Ended	6 Months Ended
CONDENSED STATEMENTS OF CASH FLOWS - USD ($)	Jun. 30, 2021	Jun. 30, 2022
Net Cash Provided by (Used in) Operating Activities [Abstract]
Net loss		$ (10,589,000)
Increase (Decrease) in Operating Capital [Abstract]
Net cash used in operating activities		(46,974,000)
Net Cash Provided by (Used in) Investing Activities [Abstract]
Net cash used in investing activities		(12,963,000)
Net Cash Provided by (Used in) Financing Activities [Abstract]
Net cash provided by financing activities		55,281,000
Cash and cash equivalents and restricted cash at beginning of period		22,870,000
Cash and cash equivalents and restricted cash at end of period	$ 18,203,000	18,185,000
CIK 0001846136 Riverview Acquisition Corp
Net Cash Provided by (Used in) Operating Activities [Abstract]
Net loss	(8,413)	(10,386,515)
Adjustments to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities [Abstract]
Change in fair value of warrants liabilities	0	8,771,164
Interest earned on marketable securities held in Trust Account	0	(403,623)
Increase (Decrease) in Operating Capital [Abstract]
Prepaid expenses	0	(19,101)
Accrued expenses	0	(117,646)
Deferred legal fees	0	1,444,210
Income tax payable	0	34,787
Other long-term assets	0	169,594
Net cash used in operating activities	(8,413)	(507,130)
Net Cash Provided by (Used in) Investing Activities [Abstract]
Cash withdrawn from Trust Account to pay franchise and income taxes	0	181,781
Net cash used in investing activities	0	181,781
Net Cash Provided by (Used in) Financing Activities [Abstract]
Proceeds from issuance of Class B common stock to Sponsor	25,000	0
Proceeds from promissory note - related party	117,491	0
Payment of offering costs	(122,491)	0
Net cash provided by financing activities	20,000	0
Net Change in Cash	11,587	(325,349)
Cash and cash equivalents and restricted cash at beginning of period	0	1,121,737
Cash and cash equivalents and restricted cash at end of period	11,587	796,388
Non-Cash investing and financing activities:
Offering costs included in accrued offering costs	$ 72,500	$ 0

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

6 Months Ended

11 Months Ended

Jun. 30, 2022

Dec. 31, 2021

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Riverview Acquisition Corp. (the “Company”) is a blank check company incorporated in Delaware on February 4, 2021. The Company was formed for the purpose of effectuating a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses (the “Business Combination”).

The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

As of June 30, 2022, the Company had not yet commenced any operations. All activity for the period February 4, 2021 (inception) through June 30, 2022 relates to the Company’s formation, the initial public offering (the “Initial Public Offering”), which is described below, and identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering.

The registration statement for the Company’s Initial Public Offering was declared effective on August 5, 2021. On August 10, 2021, the Company consummated the Initial Public Offering of 25,000,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units being offered, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $250,000,000, which is described in Note 3.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 7,400,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to Riverview Sponsor Partners, LLC (the “Sponsor”), generating gross proceeds of $7,400,000, which is described in Note 4.

Following the closing of the Initial Public Offering on August 10, 2021, an amount of $250,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) which will be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination or (ii) the distribution of the funds in the Trust Account to the Company’s stockholders, as described below.

Transaction costs amounted to $14,262,365, consisting of $5,000,000 of underwriting fees, $8,750,000 of deferred underwriting fees and $512,365 of other offering costs.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward completing a Business Combination. The Company must complete one or more initial Business Combinations with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (less any deferred underwriting commissions and taxes payable on interest earned on the Trust Account) at the time of the signing a definitive agreement to enter a Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to complete a Business Combination successfully.

The Company will provide its stockholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially $10.00 per Public Share, plus any pro rata

interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants.

The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 either prior to or upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering, and the Anchor Investors (as defined in Note 3) will agree to vote any Founder Shares held by them in favor of approving a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against the proposed Business Combination.

Notwithstanding the above, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 20% or more of the Public Shares, without the prior consent of the Company.

The Sponsor has agreed (a) to waive its redemption rights with respect to its Founder Shares and Public Shares held by it in connection with the completion of a Business Combination, (b) to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within 18 months from the closing of the Initial Public Offering and (c) not to propose an amendment to the Amended and Restated Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity, unless the Company provides the public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.

The Anchor Investors will not be entitled to (i) redemption rights with respect to any Founder Shares held by them in connection with the completion of the initial Business Combination, (ii) redemption rights with respect to any Founder Shares held by them in connection with a stockholder vote to amend the Amended and Restated Certificate of Incorporation in a manner that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company has not consummated an initial Business Combination within the Combination Period or (iii) rights to liquidating distributions from the Trust Account with respect to any Founder Shares held by them if the Company fails to complete the initial Business Combination within the Combination Period (although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete the Business Combination within the Combination Period).

The Company will have until February 10, 2023 to complete a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or

liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period.

The Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00).

In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below $10.00 per Public Share except for any claims by any third party who executed a waiver of any and all rights to seek access to the Trust Account, regardless of whether such waiver is enforceable, and except for claims arising from the Company’s obligation to indemnify the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Liquidity and Capital Resources

As of June 30, 2022, the Company had cash of $796,388 not held in the Trust Account and available for working capital purposes. Management expects to incur significant costs in pursuit of its acquisition plans. The Company believes it will need to raise additional funds in order to meet the expenditures required for operating its business and to consummate a business combination. Moreover, the Company may need to obtain additional financing or draw on the Working Capital Loans (as defined in Note 5) either to complete a Business Combination or because it becomes obligated to redeem a significant number of the Public Shares upon consummation of a Business Combination, in which case the Company may issue additional securities or incur debt in connection with such Business Combination. Subject to compliance with applicable securities laws, the Company would only complete such financing simultaneously with the completion of our Business Combination. If the Company is unable to complete the Business Combination because it does not have sufficient funds available, the Company will be forced to cease operations and liquidate the Trust Account. In addition, following the Business combination, if cash on hand is insufficient, the Company may need to obtain additional financing in order to meet its obligations.

Going Concern

In connection with the Company’s assessment of going concern considerations in accordance with FASB’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that if the Company is unable to raise additional funds to alleviate liquidity needs, obtain approval for an extension of the deadline or complete a Business Combination by February 10, 2023, then the Company will cease all operations except for the purpose of liquidating. The liquidity condition and date for mandatory liquidation and subsequent dissolution raise substantial doubt about the Company’s ability to continue as a going concern one year from the date that these financial statements are issued. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be unable to continue as a going concern. The Company intends to complete a Business Combination before the mandatory liquidation date or obtain approval for an extension.

Risks and Uncertainties

In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result, various nations, including the United States, have imposed economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and the related sanctions on the world economy, and the specific impacts on the Company’s financial position, results of operations and its ability to identify and complete an initial business combination are not determinable as of the date of these condensed financial statements.

Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, and/or search for a target company, the specific impact is not readily determinable as of the date of these condensed financial statements. The condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.

NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

As of December 31, 2021, the Company had not yet commenced any operations. All activity for the period February 4, 2021 (inception) through December 31, 2021 relates to the Company’s formation, the initial public offering (the “Initial Public Offering”), which is described below, and identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering.

Transaction costs amounted to $14,262,365, consisting of $5,000,000 of underwriting fees, $8,750,000 of deferred underwriting fees and $512,365 of other offering costs.

The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 either prior to or upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering, and the Anchor Investors (as defined below in Note 3) will agree to vote any Founder Shares held by them in favor of approving a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against the proposed Business Combination.

The Anchor Investors will not be entitled to (i) redemption rights with respect to any Founder Shares held by them in connection with the completion of the initial Business Combination, (ii) redemption rights with respect to any Founder Shares held by them in connection with a shareholder vote to amend the Amended and Restated Certificate of Incorporation in a manner that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company has not consummated an initial Business Combination within the Combination Period or (iii) rights to liquidating distributions from the Trust Account with respect to any Founder Shares held by them if the Company fails to complete the initial Business Combination within the Combination Period (although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete the Business Combination within the Combination Period).

Liquidity and Capital Resources

As of December 31, 2021, the Company had cash of $1,121,737 not held in the Trust Account and available for working capital purposes. Management expects to incur significant costs in pursuit of its acquisition plans. The Company believes it will need to raise additional funds in order to meet the expenditures required for operating its business and to consummate a business combination. Moreover, the Company may need to obtain additional financing or draw on the Working Capital Loans (as defined below) either to complete a Business Combination or because it becomes obligated to redeem a significant number of the Public Shares upon consummation of a Business Combination, in which case the Company may issue additional securities or incur debt in connection with such Business Combination. Subject to compliance with applicable securities laws, the Company would only complete such financing simultaneously with the completion of our Business Combination. If the Company is unable to complete the Business Combination because it does not have sufficient funds available, the Company will be forced to cease operations and liquidate the Trust Account. In addition, following the Business combination, if cash on hand is insufficient, the Company may need to obtain additional financing in order to meet its obligations.

Going Concern

Risks and Uncertainties

Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

6 Months Ended

11 Months Ended

Jun. 30, 2022

Dec. 31, 2021

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K as filed with the SEC on March 30, 2022. The interim results for the three and six months ended June 30, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future periods.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company, which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of the condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these condensed financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates.

Reclassifications

Certain reclassifications of deferred legal fees have been made to the historical financial statements to conform to the current period’s presentation. Such reclassifications have no effect on net income (loss) as previously reported.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of June 30, 2022 and December 31, 2021.

Marketable Securities Held in Trust Account

At June 30, 2022 and December 31, 2021, substantially all of the assets held in the Trust Account were held in Money Market Funds and U.S. Treasury Bills, respectively. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in the Trust Account are included in the accompanying condensed statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information.

Class A Common Stock Subject to Possible Redemption

The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at June 30, 2022 and December 31, 2021, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s condensed balance sheets.

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit.

At June 30, 2022 and December 31, 2021, the Class A common stock reflected in the condensed balance sheets are reconciled in the following table:


Gross proceeds	$	250,000,000
Less:
Proceeds allocated to Public Warrants		(11,375,000)
Class A common stock issuance costs		(13,084,631)
Plus:
Accretion of carrying value to redemption value		24,459,631
Class A common stock subject to possible redemption, December 31, 2021	$	250,000,000

Plus:
Accretion of carrying value to redemption value		122,787
Class A common stock subject to possible redemption, June 30, 2022	$	250,122,787

Offering Costs

Offering costs consist of underwriting, legal, accounting and other expenses incurred through the Initial Public Offering that are directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities are expensed as incurred, presented as non-operating expenses in the statements of operations. Offering costs associated with the Class A common stock issued were initially charged to temporary equity and then accreted to common stock subject to redemption upon the completion of the Initial Public Offering. Offering costs amounted to $14,262,365, of which $13,600,399 were charged to stockholders’ deficit upon the completion of the Initial Public Offering and $661,966 were expensed to the statements of operations as transaction costs. In addition, offering costs related to the Founder Shares issued to the anchor investors amounted to $8,762,500, of which $8,140,989 were charged to stockholders’ deficit upon the completion of the Initial Public Offering and $621,511 were expensed to the statements of operations and included in transaction costs.

Warrant Liabilities

The Company accounts for the Public Warrants (as defined in Note 3) and the Private Placement Warrants (collectively, with the Public Warrants, the “Warrants”) in accordance with the guidance contained in ASC 815-40 under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjusts the Warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the statements of operations. The Warrants for periods where no observable traded price was available are valued using a binomial/lattice model. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant quoted market price was used as the fair value as of each relevant date.

Income Taxes

The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740, Income Taxes, requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. As of June 30, 2022 and December 31, 2021, the Company’s deferred tax asset had a full valuation allowance recorded against it.

ASC 740-270-25-2 requires that an annual effective tax rate be determined and such annual effective rate applied to year to date income in interim periods under ASC 740-270-30-5. Our effective tax rate was 0.33% and 0% for the three months ended June 30, 2022 and 2021, respectively, and 0.34% and 0% for the six months ended June 30, 2022 and 2021, respectively. The effective tax rate differs from the statutory tax rate of 21% for the three and six months ended March 31, 2022 and 2021, due to changes in fair value in warrant liability and the valuation allowance on the deferred tax assets.

ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition.

The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

Net income (Loss) per Common Share

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. Remeasurement associated with the redeemable Class A ordinary shares is excluded from income (loss) per ordinary share as the redemption value approximates fair value.

The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants exceeded the fair value per common share. The warrants are exercisable to purchase 19,900,000 shares of Class A common stock in the aggregate. As of June 30, 2022 and 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted net income (loss) per common share is the same as basic net income (loss) per common share for the periods presented.

The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts):


												For the Period from
												February 4, 2021
	Three Months Ended				Three Months Ended			Six Months Ended				(Inception) through
	June 30, 2022				June 30, 2021			June 30, 2022				June 30, 2021
	Class A		Class B		Class A		Class B	Class A		Class B		Class A		Class B
Basic and diluted net loss per common stock
Numerator:
Allocation of net loss, as adjusted	$	(8,447,152)	$	(2,111,788)	$	—	63	$	(8,309,212)	$	(2,077,303)	$	—	$	(8,413)
Denominator:
Basic and diluted weighted average shares outstanding		25,000,000		6,250,000		—	6,250,000		25,000,000		6,250,000		—		6,250,000
Basic and diluted net loss per common stock	$	(0.34)	$	(0.34)	$	—	—	$	(0.33)	$	(0.33)	$	—	$	—

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature, except for the warrant liabilities (see Note 9).

Derivative Financial Instruments

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. Derivative instruments are initially recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the statements of operations. Derivative assets and liabilities are classified in the balance sheets as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.

The Company granted the underwriters a 45-day option at the Initial Public Offering date to purchase up to 3,750,000 additional Units to cover over-allotments. The over-allotment option was evaluated under ASC 480 “Distinguishing Liabilities from Equity.” The Company concluded that the underlying transaction (Units which include redeemable shares and warrants) of the over-allotment option embodies an obligation to repurchase the issuer’s equity shares. Accordingly, the option was fair valued and recorded as a liability at issuance date. The over-allotment option expired on September 24, 2021 and as a result 937,500 Founder Shares were forfeited, and the over-allotment option liability was derecognized in the statements of operations in the amount of $105,743.

Recent Accounting Standards

In August 2020, the FASB issued ASU No. 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” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows.

Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC.

Emerging Growth Company

Use of Estimates

The preparation of the financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the assumptions used in the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

Marketable Securities Held in Trust Account

At December 31, 2021, substantially all of the assets held in the Trust Account were held in U.S. Treasury Bills. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in the Trust Account are included in the accompanying statement of operations. The estimated fair values of investments held in Trust Account are determined using available market information.

Class A Common Stock Subject to Possible Redemption

The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2021, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet.

At December 31, 2021, the Class A common stock reflected in the balance sheet are reconciled in the following table:


Gross proceeds	$	250,000,000
Less:
Proceeds allocated to Public Warrants		(11,375,000)
Class A common stock issuance costs		13,084,631
Plus:
Accretion of carrying value to redemption value		24,459,631
Class A common stock subject to possible redemption	$	250,000,000

Offering Costs

Offering costs consist of underwriting, legal, accounting and other expenses incurred through the Initial Public Offering that are directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities are expensed as incurred, presented as non-operating expenses in the statement of operations. Offering costs associated with the Class A common stock issued were initially charged to temporary equity and then accreted to common stock subject to redemption upon the completion of the Initial Public Offering. Offering costs amounted to $14,262,365, of which $13,600,399 were charged to stockholders’ equity upon the completion of the Initial Public Offering and $661,966 were expensed to the statement of operations as transaction costs. In addition, offering costs related to the Founder Shares issued to the anchor investors amounted to $8,762,500, of which $8,140,989 were charged to stockholders’ equity upon the completion of the Initial Public Offering and $621,511 were expensed to the statement of operations and included in transaction costs.

Warrant Liabilities

The Company accounts for the Public Warrants (as defined in Note 3) and the Private Placement Warrants (collectively, with the Public Warrants, the “Warrants”) in accordance with the guidance contained in ASC 815-40 under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjusts the Warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the statement of operations. The Warrants for periods where no observable traded price was available are valued using a binomial/lattice model. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant quoted market price was used as the fair value as of each relevant date.

Income Taxes

The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.

Net income (Loss) per Common Share

The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants exceeded the fair value per common share. The warrants are exercisable to purchase 19,900,000 shares of Class A common stock in the aggregate. As of December 31, 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock

and then share in the earnings of the Company. As a result, diluted net income (loss) per common share is the same as basic net income (loss) per common share for the periods presented.

The following table reflects the calculation of basic and diluted net income per common share (in dollars, except per share amounts):


	For the Period from February
	4, 2021 (Inception) through
	December 31, 2021
	Class A		Class B
Basic and diluted net income per common stock
Numerator:
Allocation of net income, as adjusted	$	3,659,168	$	2,007,460
Denominator:
Basic and diluted weighted average shares outstanding		11,392,405		6,250,000
Basic and diluted net income per common stock	$	0.32	$	0.32

Concentration of Credit Risk

Fair value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature, except for the warrant liabilities (see Note 10).

Derivative Financial Instruments

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. Derivative instruments are initially recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the statement of operations. Derivative assets and liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.

Recent Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

INITIAL PUBLIC OFFERING

6 Months Ended

11 Months Ended

Jun. 30, 2022

Dec. 31, 2021

INITIAL PUBLIC OFFERING

NOTE 3. INITIAL PUBLIC OFFERING

Pursuant to the Initial Public Offering, the Company sold 25,000,000 Units at a purchase price of $10.00 per Unit. Each Unit will consist of one share of the Company’s Class A common stock and one-half of one redeemable warrant (“Public Warrant”). Each Public Warrant will entitle the holder to purchase one share of Class A common stock at an exercise price of $11.50 per whole share (see Note 7).

of $10.00 per Unit. There can be no assurance as to the amount of such Units the Anchor Investors will retain, if any, prior to or upon the consummation of a Business Combination (see Note 5 for sale of founder shares to Anchor investors).

NOTE 3. INITIAL PUBLIC OFFERING

Certain qualified institutional buyers or institutional accredited investors which are not affiliated with any member of the Company’s management (the “Anchor Investors”) purchased 2,490,000 Units in the Initial Public Offering at the offering price of $10.00 per Unit. There can be no assurance as to the amount of such Units the Anchor Investors will retain, if any, prior to or upon the consummation of a Business Combination (see Note 5 for sale of founder shares to Anchor investors).

PRIVATE PLACEMENT

6 Months Ended

11 Months Ended

Jun. 30, 2022

Dec. 31, 2021

PRIVATE PLACEMENT

NOTE 4. PRIVATE PLACEMENT

Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 7,400,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, for an aggregate purchase price of $7,400,000, in a private placement. Each Private Placement Warrant is exercisable to purchase one Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 7). A portion of the proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. The excess amount of the purchase price over the fair value of the Private Placement Warrants of $6,882,000 was charged to stockholders’ deficit, and thus $518,000 was charged to additional paid-in capital. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless.

NOTE 4. PRIVATE PLACEMENT

Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 7,400,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, for an aggregate purchase price of $7,400,000, in a private placement. Each Private Placement Warrant is exercisable to purchase one Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 7). A portion of the proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. The excess amount of the purchase price over the fair value of the Private Placement Warrants of $6,882,000 was charged to shareholders’ equity, and thus $518,000 was charged to additional paid-in capital. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless.

RELATED PARTY TRANSACTIONS

6 Months Ended

11 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Note 17. Related Party Transactions

In connection with the acquisition of S&D on February 28, 2020, certain affiliates of BBH were issued CEP Units, at which time BBH became a related party.

The consolidated financial statements reflect the following transactions with related parties:


(Thousands)	June 30, 2022		December 31, 2021
Short-term related party debt:
Brown Brothers Harriman⁽¹⁾	$	—	$	34,199

Subordinated related party debt:
Wooster Capital⁽²⁾		9,800		9,800
Jo Ellen Ford⁽¹⁾		3,500		3,500
Total	$	13,300	$	13,300


	Three Months Ended June 30,				Six Months Ended June 30,
(Thousands)	2022		2021		2022		2021
Interest expense, net:
Brown Brothers Harriman⁽¹⁾	$	—	$	287	$	541	$	578
Wooster Capital⁽²⁾		149		147		296		297
Jo Ellen Ford⁽¹⁾		53		52		106		106
Westrock Finance, LLC⁽²⁾		—		97		—		192
Total	$	202	$	583	$	943	$	1,173

(1)	Related through common ownership

(2)	Related through common ownership and management

Note 23. Related Party Transactions

The consolidated financial statements reflect the following transactions with related parties:


(Thousands)	December 31, 2021		December 31, 2020
Short-term related party debt:
Brown Brothers Harriman⁽¹⁾	$	34,199	$	26,316

Subordinated related party debt:
Wooster Capital⁽²⁾		9,800		9,800
Jo Ellen Ford⁽²⁾		3,500		3,500
Westrock Finance, LLC⁽²⁾		—		4,280
Total	$	13,300	$	17,580


	Year Ended		Year Ended
(Thousands)	December 31, 2021		December 31, 2020
Selling, general and administrative expense
Westrock Group, LLC⁽¹⁾	$	3,333	$	2,778

Interest expense, net:
Brown Brothers Harriman⁽¹⁾		1,393		1,509
Wooster Capital⁽²⁾		599		498
Jo Ellen Ford⁽²⁾		214		178
Westrock Finance, LLC⁽²⁾		423		460
Total	$	2,629	$	2,645

(1)	Related through common ownership and management

(2)	Related through common ownership

NOTE 5. RELATED PARTY TRANSACTIONS

Founder Shares

On February 18, 2021, the Sponsor purchased 5,750,000 shares (the “Founder Shares”) of the Company’s Class B common stock for an aggregate price of $25,000. On April 7, 2021, the Company effected a stock dividend of 1,437,500 Founder Shares, resulting in 7,187,500 Founder Shares outstanding. The Founder Shares included an aggregate of up to 937,500 shares that were subject to forfeiture by the Sponsor. As a result of the underwriters’ election to not exercise their over-allotment option by September 24, 2021, 937,500 Founder Shares were forfeited resulting in an aggregate of 6,250,000 Founders Shares outstanding.

The Sponsor has agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (1) one year after the completion of a Business Combination or (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property.

In connection with the closing of the Initial Public Offering, the Sponsor sold up to 125,000 Founder Shares to each Anchor Investor at their original purchase price of $0.004. The Company estimated the aggregate fair value of the Founder Shares attributable to the Anchor Investors to be $8,762,500, or $7.01 per share. The fair value of the Founder Shares were valued using a binomial/lattice model. The excess of the fair value of the Founder Shares was determined to be an offering cost in accordance with Staff Accounting Bulletin Topic 5A. Accordingly, the offering cost was allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs related to the Founder Shares amounted to $8,762,500, of which $8,140,989 were charged to stockholders’ deficit upon the completion of the Initial Public Offering and $621,511 were expensed to the statements of operations and included in transaction costs.

Administrative Services Agreement

The Company entered into an agreement, commencing on August 5, 2021 through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay the Sponsor or an affiliate of the Sponsor a total of up to $5,000 per month for secretarial and administrative services. For the three and six months ended June 30, 2022, the Company incurred $15,000 and $30,000 in fees for these services. For the period from February 4, 2021 (inception) through June 30, 2021, the Company did not incur any fees for these services. At June 30, 2022 and December 31, 2021, there were $5,000 included in accrued expenses for these services.

Promissory Note — Related Party

On February 18, 2021, the Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company could borrow up to an aggregate principal amount of $300,000. The Promissory Note was non-interest bearing and payable on the earlier of December 31, 2021 or the consummation of the Initial Public Offering. As of August 10, 2021, there was $181,341 outstanding under the Note, which was subsequently repaid on August 23, 2021.

Related Party Loans

In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s directors and officers may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. As of June 30, 2022 and December 31, 2021, there are no Working Capital Loans outstanding.

NOTE 5. RELATED PARTY TRANSACTIONS

Founder Shares

least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property.

In connection with the closing of the Initial Public Offering, the Sponsor sold 125,000 Founder Shares to each Anchor Investor at their original purchase price of $10.00. The Company estimated the aggregate fair value of the Founder Shares attributable to the Anchor Investors to be $8,762,500, or $7.01 per share. The fair value of the Founder Shares were valued using a binomial/lattice model. The excess of the fair value of the Founder Shares was determined to be an offering cost in accordance with Staff Accounting Bulletin Topic 5A. Accordingly, the offering cost was allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs related to the Founder Shares amounted to $8,762,500, of which $8,140,989 were charged to stockholders’ equity upon the completion of the Initial Public Offering and $621,511 were expensed to the statement of operations and included in transaction costs.

Administrative Support Agreement

The Company entered into an agreement, commencing on August 5, 2021 through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay the Sponsor or an affiliate of the Sponsor a total of up to $5,000 per month for secretarial and administrative services. For the period from February 4, 2021 (inception) through December 31, 2021, the Company incurred $25,000 in fees for these services, respectively. At December 31, 2021, a total of $5,000 of such fees, is included in accrued expenses in the accompanying balance sheet.

Promissory Note — Related Party

Related Party Loans

In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s directors and officers may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. As of December 31, 2021, there are no Working Capital Loans outstanding.

COMMITMENTS AND CONTINGENCIES	6 Months Ended	11 Months Ended	12 Months Ended
COMMITMENTS AND CONTINGENCIES	Jun. 30, 2022	Dec. 31, 2021	Dec. 31, 2021
COMMITMENTS AND CONTINGENCIES	Note 16. Commitments and Contingencies We are subject to various claims and legal proceedings with respect to matters such as governmental regulations, and other actions arising out of the ordinary course of business. Management believes that the resolution of these matters will not have a material adverse effect on our financial position, results of operations, or cash flow. We had $2.7 million in standby letters of credit outstanding as of June 30, 2022. We have future purchase obligations of $371.7 million as of June 30, 2022 that consist of commitments for the purchase of inventory over the next 12 months. These obligations represent the minimum contractual obligations expected under the normal course of business.		Note 19. 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 had $2.7 million in standby letters of credit outstanding as of December 31, 2021. We have future purchase obligations of $276.7 million as of December 31, 2021 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.
CIK 0001846136 Riverview Acquisition Corp
COMMITMENTS AND CONTINGENCIES	NOTE 6. COMMITMENTS AND CONTINGENCIES Registration and Stockholder Rights Pursuant to a registration rights agreement entered into on August 10, 2021, the holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of the Working Capital Loans (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of Working Capital Loans) are entitled to registration rights requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to shares of our Class A common stock). The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement will provide that the Company will not be required to effect or permit any registration or cause any registration statement to become effective until termination of the applicable lock-up period. The registration rights agreement does not contain liquidated damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Warrant Amendments The warrant agreement provides that the terms of the warrants may be amended without the consent of any stockholder or warrant holder to cure any ambiguity or correct any defective provision but otherwise requires the approval by the holders of at least 65% of the then outstanding public warrants to make any change that adversely affects the interests of the registered holders of public warrants. Accordingly, the Company may amend the terms of the public warrants in a manner adverse to a holder of public warrants if holders of at least a 65% of the then outstanding public warrants approve of such amendment. Although the Company’s ability to amend the terms of the public warrants with the consent of at least 65% of the then outstanding public warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the warrants, convert the warrants into cash or shares, shorten the exercise period or decrease the number of Class A common stock purchasable upon exercise of a warrant. There have been no amendments to the warrant agreement as of June 30, 2022 and December 31, 2021. Underwriting Agreement The Company granted the underwriters a 45-day option to purchase up to 3,750,000 additional Units to cover over-allotments at the Initial Public Offering price, less the underwriting discounts and commissions. The underwriters elected not to exercise the over-allotment option to purchase an additional 937,500 Units at a price of $10.00 per Unit. The over-allotment option expired on September 24, 2021. The underwriters were paid an underwriting fee of $5,000,000 on the day of the IPO. The underwriters are also entitled to a deferred fee of $0.35 per Unit, or $8,750,000 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Attorney’s Fees Pursuant to an agreement between the Company and its attorneys, certain fees have been deferred and will become payable only if the Company consummates a Business Combination. If a Business Combination does not occur, the Company will not be required to pay these contingent fees. As of June 30, 2022 and December 31, 2021, the amount of these deferred legal fees was approximately $1,781,000 and $337,000, respectively. There can be no assurances that the Company will complete a Business Combination. Demand Letters We received two private demand letters from purported shareholders in connection with the proposed de-SPAC transaction between Riverview and Westrock Coffee Holdings, LLC, a Delaware limited liability company (“Westrock”). The demand letters seek certain supplemental disclosures and threaten to assert claims under the federal securities laws against Riverview and Westrock, if the disclosures are not made. Litigation On August 2, 2022, a purported stockholder of the Company filed a complaint in the Chancery Court of Shelby County, Tennessee, captioned Garfield v. R. Brad Martin, et. al., Case No. CH-22-1097, alleging claims that the Company’s public disclosures concerning the proposed de-SPAC transaction omit allegedly material information that the Complaint asserts was required to be disclosed. The Complaint names the Company, each of its current directors, Messrs. R. Brad Martin, Charles Slatery, Leslie Starr Keating, Mark Edmunds, and Willie Gregory, and Westrock as defendants and alleges, among other things, claims for purported violations of the Tennessee Securities Act of 1980 and fraudulent and negligent misrepresentation and concealment under Tennessee law. The deadline for the Company to respond to the Complaint has not yet passed. The Company believes that the allegations in the Complaint and demand letters are without merit. Transaction Agreement On April 4, 2022, the Company entered into a Transaction Agreement, by and among Riverview, Westrock, Origin Merger Sub I, Inc., a Delaware corporation and a wholly-owned subsidiary of Westrock (“Merger Sub I”) and Origin Merger Sub II, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Westrock (“Merger Sub II,” together with Merger Sub I, the “Merger Subs”) (as may be amended and/or restated from time to time, the “Transaction Agreement”). The Mergers were unanimously approved by the Company’s Board of Directors and Westrock’s Board of Managers. Subscription Agreement Riverview and Westrock have entered into Subscription Agreements (collectively, the “PIPE Subscription Agreements”), each dated as of April 4, 2022, with certain investors (collectively, the “PIPE Investors”), pursuant to which, among other things, Riverview and Westrock have, respectively, agreed to issue and sell, in private placements to close immediately prior to the Closing, an aggregate of 22,150,000 shares of Riverview Class A Common Stock and 2,850,000 Westrock Common Shares for a purchase price of $10.00 per share (the “PIPE Financing”). Sponsor Support Agreement Riverview, Westrock and the Sponsor, concurrently with the execution and delivery of the Transaction Agreement, have entered into the Sponsor Support Agreement (the “Sponsor Support Agreement”), pursuant to which the Sponsor has agreed, among other things, to vote (or execute and return an action by written consent), or cause to be voted at the Riverview Stockholders’ Meeting (or validly execute and return and cause such consent to be granted with respect to), all of its shares of Riverview Common Stock in favor of (A) the approval and adoption of the Transaction Agreement and approval of the Mergers and all other transactions contemplated by the Transaction Agreement, (B) against any action, agreement or transaction or proposal that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of Riverview under the Transaction Agreement or that would reasonably be expected to result in the failure of the Mergers from being consummated and (C) each of the proposals and any other matters necessary or reasonably requested by Riverview for consummation of the Mergers and the other transactions contemplated by the Transaction Agreement. Financial Advisory Services Agreement On June 1, 2022, the Company entered into an agreement with a vendor to provide financial advisory services in connection with a potential Business Combination. The agreement calls for the Company to pay a fee upon the closing of a business combination. The agreement further specifies that the fee will be $3,750,000, adjustable for any changes in the agreed deferred underwriting fees such that the total to the vendor does not exceed $6,000,000. The fees are payable upon the consummation of a successful Business Combination.	NOTE 6. COMMITMENTS Registration and Stockholders Rights Pursuant to a registration rights agreement entered into on August 10, 2021, the holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of the Working Capital Loans (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of Working Capital Loans) are entitled to registration rights requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to shares of our Class A common stock). The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement will provide that the Company will not be required to effect or permit any registration or cause any registration statement to become effective until termination of the applicable lock-up period. The registration rights agreement does not contain liquidated damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Warrant Amendments The warrant agreement provides that the terms of the warrants may be amended without the consent of any shareholder or warrant holder to cure any ambiguity or correct any defective provision but otherwise requires the approval by the holders of at least 65% of the then outstanding public warrants to make any change that adversely affects the interests of the registered holders of public warrants. Accordingly, the Company may amend the terms of the public warrants in a manner adverse to a holder of public warrants if holders of at least a 65% of the then outstanding public warrants approve of such amendment. Although the Company’s ability to amend the terms of the public warrants with the consent of at least 65% of the then outstanding public warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the warrants, convert the warrants into cash or shares, shorten the exercise period or decrease the number of Class A common stock purchasable upon exercise of a warrant. There have been no amendments to the warrant agreement as of December 31, 2021. Underwriting Agreement The Company granted the underwriters a 45-day option to purchase up to 3,750,000 additional Units to cover over-allotments at the Initial Public Offering price, less the underwriting discounts and commissions. The underwriters elected not to exercise the over-allotment option to purchase an additional 3,750,000 Units at a price of $10.00 per Unit. The over-allotment option expired on September 24, 2021. The underwriters were paid an underwriting fee of $5,000,000 on the day of the IPO. The underwriters are also entitled to a deferred fee of $0.35 per Unit, or $8,750,000 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

WARRANT LIABILITIES

6 Months Ended

11 Months Ended

Jun. 30, 2022

Dec. 31, 2021

WARRANT LIABILITIES

NOTE 7. WARRANT LIABILITIES

At June 30, 2022 and December 31, 2021, there are 12,500,000 Public Warrants outstanding. Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five years from the completion of a Business Combination or earlier upon redemption or liquidation.

The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating thereto is available, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption is available.

The Company has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of a Business Combination, it will use its commercially reasonable efforts to file with the SEC a registration statement covering the issuance, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants, and the Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of a Business Combination and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. Notwithstanding the above, if the Class A ordinary shares are, at the time of any exercise of a warrant, not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

Once the warrants become exercisable, the Company may redeem the outstanding Public Warrants:

●

in whole and not in part;

●

at a price of $0.01 per Public Warrant;

●

upon not less than 30 days’ prior written notice of redemption to each warrant holder; and

●

if, and only if, the last reported sale price of the Class A ordinary shares for any 20 trading days within a 30 trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to warrant holders equals or exceeds $18.00 per share (as adjusted for share sub-division, share capitalizations, reorganizations, recapitalizations and the like).

If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws.

The exercise price and number of ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless.

In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of its Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.

At June 30, 2022, there are 7,400,000 Private Placement Warrants outstanding. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable, except as described above, so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

NOTE 7. WARRANT LIABILITIES

At December 31, 2021, there are 12,500,000 Public Warrants outstanding. Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five years from the completion of a Business Combination or earlier upon redemption or liquidation.

ordinary shares are, at the time of any exercise of a warrant, not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

Once the warrants become exercisable, the Company may redeem the outstanding Public Warrants:

●

in whole and not in part;

●

at a price of $0.01 per Public Warrant;

●

upon not less than 30 days’ prior written notice of redemption to each warrant holder; and

●

At December 31, 2021, there are 7,400,000 Private Placement Warrants outstanding. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable, except as described above, so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial

purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

STOCKHOLDERS' DEFICIT

6 Months Ended

11 Months Ended

Jun. 30, 2022

Dec. 31, 2021

STOCKHOLDERS' DEFICIT

NOTE 8. STOCKHOLDERS’ DEFICIT

Preferred Stock — The Company is authorized to issue 1,000,000 shares of $0.001 par value preferred stock. At June 30, 2022 and December 31, 2021, there were no shares of preferred stock issued or outstanding.

Class A Common Stock — The Company is authorized to issue 85,000,000 shares of Class A common stock with a par value of $0.001 per share. Holders of Class A common stock are entitled to one vote for each share. At June 30, 2022 and December 31, 2021, there were 25,000,000 shares of Class A common stock issued and outstanding which are subject to possible redemption and are presented as temporary equity.

Class B Common Stock — The Company is authorized to issue up to 15,000,000 shares of Class B, $0.001 par value common stock. Holders of the Company’s common stock are entitled to one vote for each share. At June 30, 2022 and December 31, 2021, there were 6,250,000 shares of Class B common stock issued and outstanding.

Holders of Class A common stock and Class B common stock will vote together as a single class on all other matters submitted to a vote of stockholders, except as required by law.

The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of a Business Combination on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts issued in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which the shares of Class B common stock will convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the issued and outstanding shares of our Class B common stock agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of all shares of common stock issued and outstanding upon the completion of the Initial Public Offering, plus all shares of our Class A common stock and equity-linked securities issued or deemed issued in connection with a Business Combination, excluding any shares or equity-linked securities issued, or to be issued, to any seller in our a Business Combination.

NOTE 8. STOCKHOLDERS’ EQUITY

Preferred Stock — The Company is authorized to issue 1,000,000 shares of $0.001 par value preferred stock. At December 31, 2021, there were no shares of preferred stock issued or outstanding.

Class A Common Stock — The Company is authorized to issue 85,000,000 shares of Class A common stock with a par value of $0.001 per share. Holders of Class A common stock are entitled to one vote for each share. At December 31, 2021, there were 25,000,000 shares of Class A common stock issued and outstanding which are subject to possible redemption and are presented as temporary equity.

Class B Common Stock — The Company is authorized to issue up to 15,000,000 shares of Class B, $0.001 par value common stock. Holders of the Company’s common stock are entitled to one vote for each share. At December 31, 2021, there were 6,250,000 shares of Class B common stock issued and outstanding.

Holders of Class A common stock and Class B common stock will vote together as a single class on all other matters submitted to a vote of stockholders, except as required by law.

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

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Fair Value Disclosures [Text Block]

FAIR VALUE MEASUREMENTS

6 Months Ended

11 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Note 12. Fair Value Measurements

●

Level 1 — Valuation is based upon quoted prices for identical instruments traded in active markets.

●

The following table summarizes the fair value of financial instruments at June 30, 2022:


	June 30, 2022
(Thousands)	Level 1		Level 2		Level 3		Total
Assets:
Green coffee associated with forward contracts	$	—	$	55,952	$	—	$	55,952
Forward sales contracts		—		14,990		—		14,990
Coffee options		702		—		—		702
Total	$	702	$	70,942	$	—	$	71,644

Liabilities:
Coffee futures contracts	$	829	$	—	$	—	$	829
Forward purchase contracts		—		6,754		—		6,754
Total	$	829	$	6,754	$	—	$	7,583

The following table summarizes the fair value of financial instruments at December 31, 2021:


	December 31, 2021
(Thousands)	Level 1		Level 2		Level 3		Total
Assets:
Green coffee associated with forward contracts	$	—	$	47,845	$	—	$	47,845
Coffee futures contracts		172		—		—		172
Forward sales contracts		—		13,593		—		13,593
Total	$	172	$	61,438	$	—	$	61,610

Liabilities:
Forward purchase contracts	$	—	$	14,021	$	—	$	14,021
Total	$	—	$	14,021	$	—	$	14,021

Note 22. Fair Value Measurements

●

Level 1 — Valuation is based upon quoted prices for identical instruments traded in active markets.

●

The following table summarizes the fair value of financial instruments at December 31, 2021:


	Year Ended December 31, 2021
(Thousands)	Level 1		Level 2		Level 3		Total
Assets:
Green coffee associated with forward contracts	$	—	$	47,845	$	—	$	47,845
Coffee futures contracts		172		—		—		172
Forward sales contracts		—		13,593		—		13,593
Coffee options		—		—		—		—
Total	$	172	$	61,438	$	—	$	61,610

Liabilities:
Forward purchase contracts	$	—	$	14,021	$	—	$	14,021
Total	$	—	$	14,021	$	—	$	14,021

The following table summarizes the fair value of financial instruments at December 31, 2020:


	Year Ended December 31, 2020
(Thousands)	Level 1		Level 2		Level 3		Total
Assets:
Green coffee associated with forward contracts	$	—	$	26,212	$	—	$	26,212
Coffee futures contracts		2,091		—		—		2,091
Forward sales contracts		—		9,526		—		9,526
Coffee options		646		—		—		646
Total	$	2,737	$	35,738	$	—	$	38,475

Liabilities:
Forward purchase contracts	$	—	$	3,397	$	—	$	3,397
Total	$	—	$	3,397	$	—	$	3,397

Financial instruments consist primarily of cash, accounts receivable, accounts payable, and long-term debt. The carrying amount of cash, accounts receivable and accounts payable was estimated by management to approximate fair value due to the relatively short period of time to maturity for those instruments. In November 2021, we amended our Term Loan Agreement and our ABL Facility, which comprise our material long-term debt obligations. As there was no re-pricing of those obligations in connection with the amendments, the carrying amount of these obligations was estimated by management to approximate fair value as of December 31, 2021. The Term Loan Agreement and ABL Facility are carried on the Consolidated Balance Sheet at amortized costs. The fair value of the Term Loan Agreement and ABL Faciality was determined based on Level 2 inputs under the fair value hierarchy. Due to the LIBOR-based nature of the Term Loan and ABL Facility, and because the obligations were outstanding for less than 12 months, the carrying amount of these obligations was estimated by management to approximate fair value as of December 31, 2020.

Fair Value Disclosures [Text Block]

NOTE 9. FAIR VALUE MEASUREMENTS

The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at June 30, 2022 and December 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:


		June 30,		December 31,
Description	Level	2022		2021
Assets:
Marketable securities held in Trust Account	1	$	250,257,574	$	250,035,732

Liabilities:
Warrant liability – Public Warrants	1	$	12,092,500	$	6,629,871
Warrant liability – Private Placement Warrants	3	$	7,241,640	$	3,933,105

The Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities in the accompanying balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within the statements of operations.

The Private Warrants were valued using a binomial lattice model, which is considered to be a Level 3 fair value measurement. The binomial lattice model’s primary unobservable input utilized in determining the fair value of the Warrants is the expected volatility of the common stock. The expected volatility as of the Initial Public Offering date was derived from observable public warrant pricing on comparable ‘blank-check’ companies without an identified target. For periods subsequent to the detachment

of the Public Warrants from the Units on August 10, 2021, the close price of the Public Warrant price will be used as the fair value as of each relevant date.

The following table provides quantitative information regarding Level 3 fair value measurements:


	June 30,			December 31,
	2022			2021
	Private Warrants			Private Warrants
Stock price	$	9.93		$	9.74
Exercise price	$	11.50		$	11.50
Expected term (in years)		5.0			5.0
Volatility		13.6	%		10.7	%
Risk-free rate		2.98	%		1.25	%
Dividend yield		0.0	%		0.00	%

The following table presents the changes in the fair value of Level 3 warrant liabilities:


	Private				Warrant
	Placement		Public		Liabilities
Fair value as of January 1, 2022	$	3,933,105	$	—	$	3,933,105
Change in valuation inputs or other assumptions		3,308,535		—		3,308,535
Fair value as of June 30, 2022	$	7,241,640	$	—	$	7,241,640

Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. During the year ended December 31, 2021, the Public Warrants transferred from a Level 3 measurement to a Level 1 measurement as the Public Warrants were separately listed and traded. There were no transfers to/from Levels 1, 2 and 3 for the three and six months ended June 30, 2022.

NOTE 10. FAIR VALUE MEASUREMENTS

The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:


		December 31,
Description	Level	2021
Assets:
Marketable securities held in Trust Account	1	$	250,035,732

Liabilities:
Warrant liability – Public Warrants	1	$	6,629,871
Warrant liability – Private Placement Warrants	3	$	3,933,105

The Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities in the accompanying balance sheet. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within the statement of operations.

The following table provides the key inputs into the binomial lattice model:


	August 10,
	2021 (Initial
	Measurement)
	Public and Private
	Warrants
Stock price	$	9.44
Exercise price	$	11.50
Expected term (in years)		5.0
Volatility		16.9	%
Risk-free rate		0.87	%
Dividend yield		0.0	%


	December 31,
	2021
	Private Warrants
Stock price	$	9.74
Exercise price	$	11.50
Expected term (in years)		5.0
Volatility		10.7	%
Risk-free rate		1.25	%
Dividend yield		0.00	%

The following table presents the changes in the fair value of Level 3 warrant liabilities:


	Private				Warrant
	Placement		Public		Liabilities
Fair value as of February 4, 2021 (inception)	$	—	$	—	$	—
Initial measurement on August 10, 2021		6,882,000		11,375,000		18,257,000
Change in valuation inputs or other assumptions		(2,948,895)		(3,000,000)		(5,948,895)
Transfer to level 1		—		(8,375,000)		(8,375,000)
Fair value as of December 31, 2021	$	3,933,105	$	—	$	3,933,105

Use of Estimates, Policy [Policy Text Block]

SUBSEQUENT EVENTS	6 Months Ended	11 Months Ended	12 Months Ended
SUBSEQUENT EVENTS	Jun. 30, 2022	Dec. 31, 2021	Dec. 31, 2021
SUBSEQUENT EVENTS	Note 18. Subsequent Events On August 26, 2022, in accordance with the Transaction Agreement, the Company completed its previously announced de-SPAC merger transaction with Riverview. The Company issued 6,618,151 shares of Common Stock to shareholders of Riverview, receiving $66.3 million of the cash held in the trust account of Riverview. The 6,618,151 shares include 1,910,000 shares issued to PIPE investors who elected to satisfy their PIPE commitments through the purchase of Riverview Class A Shares on the public market, as permitted under the terms of their subscription agreements. As a part of the Transaction, Westrock converted from a Delaware limited liability company to a Delaware corporation and the Company changed its corporate name from “Westrock Coffee Holdings, LLC” to “Westrock Coffee Company.” Substantially concurrently with the closing of the Transaction, the Company has received $230.9 million in gross proceeds (which amount includes the contribution to the Company of the Subordinated Notes and the Convertible Note, defined below) from PIPE Financing and has entered into a credit agreement among the Company, WBS, as the borrower, Wells Fargo Bank, N.A. as administrative agent, as collateral agent, and as swingline leader, Wells Fargo Securities, LLC, as sustainability structuring agent, and each issuing bank and lender party thereto, that includes (a) the Revolving Credit Facility in an initial aggregate principal amount of $175.0 million, under which there were no outstanding borrowings as of August 29, 2022, and (b) the Term Loan Facility in an initial aggregate principal amount of $175.0 million. Proceeds from the Transaction and the Term Loan Facility were used, in part, to retire borrowings under the Company’s existing term loan agreement and asset-based lending facility. The Revolving Credit Facility and the Term Loan Facility will mature on August 29, 2027. In connection with the Transaction, on July 14, 2022, and as discussed within Note 10, pursuant to the terms of the subscription agreement entered into between the Company and Wooster, in which Wooster agreed to subscribe for and purchase, and the Company agreed to issue and sell to Wooster, prior to and substantially concurrently with the closing of the Transaction, an aggregate of 2,150,000 shares of Common Stock at a purchase price of $10.00 per share, for aggregate gross proceeds of $21,500,000 to the Company, Wooster pre-funded $11.7 million of its commitment (the “Wooster Pre-fund”) and in exchange thereof was issued a subordinated convertible note by the Company (the “Convertible Note”). The Convertible Note had a principal amount of $11.7 million, a maturity of one year and an interest rate of 8% per annum which was payable quarterly on the last business day of each quarter. On August 26, 2022, in connection with the closing of the Transaction, the Convertible Note automatically converted, in accordance with its terms, into 1,170,000 shares of Common Stock.		Note 24. Subsequent Events The Company has evaluated subsequent events through March 11, 2022, the date the financial statements were initially available to be issued. On February 28, 2022 Falcon amended its working capital trade finance facility to extend the maturity of the facility to March 31, 2022 (see Note 13). Events Subsequent to Original Issuance of Financial Statements (Unaudited) On April 4, 2022, the Company entered into a definitive agreement with Riverview Acquisition Corp. (“Riverview”), a publicly traded special purpose acquisition company, in which the Company and Riverview will merge (the “Transaction”). As a part of the Transaction, Westrock will convert into a Delaware corporation (the “New Company”), and Riverview shareholders will have the right to receive shares of the New Company, which are expected to be listed on the Nasdaq. In connection with the Transaction, the Company has received $250 million in common stock PIPE commitments at $10 per share and has secured a financing commitment from Wells Fargo for a $300 million Senior Secured Pro Rata Credit Facility, including a $150 million term loan and a $150 million revolving loan commitment. The Transaction is subject to customary closing conditions, including approval by Riverview shareholders, and is expected to close during the third quarter of 2022. On March 16, 2022 Falcon refinanced its working capital trade finance facility. The facility was transferred to different lenders with the same terms as the previous facility. The new facility is uncommitted, repayable on demand and secured by Falcon’s assets. The facility is renewable on an annual basis beginning in March 2023. Pursuant to the terms of the subscription agreement entered into by the Company and Wooster, pursuant to which Wooster has agreed to subscribe for and purchase, and the Company has agreed to issue and sell to Wooster, an aggregate of 2,150,000 shares of common stock of the Company at a price of $10.00 per share, for aggregate gross proceeds of $21,500,000, on July 14, 2022, 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 has a principal amount of $11.7 million, will mature one year from the date of issuance (July 13, 2023), has an interest rate of 8% per annum which is payable quarterly on the last business day of each quarter, and will automatically convert at the closing of the Transaction into a number of shares of common stock of the New Company equal to the quotient of the principal amount of the Convertible Note then outstanding divided by $10.00. Any interest payment that is due and payable after December 31, 2022 on the Convertible Note is payable in kind and will be made by capitalizing such interest and increasing the principal amount of the Convertible Note by an amount equal to such interest. As of the date hereof, no interest or principal payment has been paid on the Convertible Note. On July 13, 2022, the Company entered into Amendment No. 6 to the Term Loan Agreement (the “Sixth Term Loan Amendment”) in order to permit Wooster Pre-fund. The Sixth Term Loan Amendment included the following modifications: (i) permitting the incurrence of subordinated debt from Wooster in the form of the Convertible Note; (ii) extending the PIK interest period to December 31, 2022; (iii) amending the definitions of EBITDA, Fixed Charge Coverage Ratio and Total Debt (which excludes the Convertible Note); and (iv) amending the level of the Minimum Liquidity covenant that the Company is required to comply with. The definition of EBITDA was modified to increase the cap on add-backs for the quarter ended June 30, 2022 and the quarter ended September 30, 2022 from 15% of EBITDA to 20% of EBITDA. The Wooster Pre-fund, together with the Sixth Term Loan Amendment, allowed the Company to meet increased capital expenditure and working capital needs of the business and to remain in compliance with its financial covenants as of June 30, 2022. As described in Note 2, the Company is dependent on its ability to generate cash flows from operations to finance its operations, service its debt requirements, maintain compliance with its covenants, and to fund capital requirements. If the Company is not able to generate sufficient cash flows from operations or is not able to maintain compliance with its financial covenants management will use its best efforts to raise additional capital or negotiate with its lenders to modify its covenants. As management’s ability to raise capital or amend its financial covenants cannot be assured, management has committed to either delay growth capital expenditures and/or reduce operating expenses, as necessary, or invoke the Capital Raise Agreement in order to have adequate liquidity and to remain in compliance with its debt covenants. The Capital Raise Agreement was entered into on November 22, 2021 in connection with the Fifth Term Loan Amendment (see Note 13) with affiliates of BBH, the Stephens Group, LLC, Wooster, Westrock Group, LLC, S-G Coffee, LLC (collectively, the “Capital Raise Investors”) and TCW Asset Management Company LLC, in its capacity as the agent for the term loan lenders party to the Fifth Term Loan Amendment. The Capital Raise Investors, together with their affiliates, are or were holders at the time of more than 5% of the Company’s outstanding voting securities. Pursuant to the terms of the Capital Raise Agreement, the Capital Raise Investors are required to make ‘required investments’ upon the occurrence of Trigger Events (as defined in the Capital Raise Agreement and including a bankruptcy default or a breach of the financial covenants without a cure). The Capital Raise Agreement is expected to terminate in connection with the closing of the Transaction and upon the extinguishment of the existing term loans of Westrock Coffee Company LLC, a wholly owned subsidiary of Westrock. If necessary, the Company will call on the remaining $20 million available under the Capital Raise Agreement, which will be required to be used to pay down debt, in order for the Company to maintain future compliance with the applicable covenants for at least the next twelve months from the date of reissuance of these financial statements. On July 13, 2022, the Company entered into Amendment No. 4 to the ABL Credit Agreement, which included the following modifications: (i) permitting the incurrence of the 2022 Wooster Debt and (ii) amending the definitions of EBITDA, Fixed Charge Coverage Ratio and Total Debt (which excludes the 2022 Wooster Debt). The definition of EBITDA was modified to increase the cap on add-backs for the quarter ended June 30, 2022 and the quarter ended September 30, 2022 from 15% of EBITDA to 20% of EBITDA.
CIK 0001846136 Riverview Acquisition Corp
SUBSEQUENT EVENTS	NOTE 10. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed financial statements were issued. Based upon this review, the Company did not identify any other subsequent events, other than noted below, that would have required adjustment or disclosure in the condensed financial statements.	NOTE 11. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statement.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

6 Months Ended

11 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Use of Estimates

Cash and Cash Equivalents, Policy [Policy Text Block]

Cash and Cash Equivalents

Income Tax, Policy [Policy Text Block]

Income Taxes

Derivatives

Recently issued accounting pronouncements

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

Key estimates and judgements include the following:

(i)

(ii)

Use of Estimates, Policy [Policy Text Block]

Basis of Presentation

Emerging Growth Company

Use of Estimates

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the assumptions used in the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates.

Reclassifications

Cash and Cash Equivalents, Policy [Policy Text Block]

Cash and Cash Equivalents

Marketable Securities Held in Trust Account

Class A Common Stock Subject to Possible Redemption

At June 30, 2022 and December 31, 2021, the Class A common stock reflected in the condensed balance sheets are reconciled in the following table:


Gross proceeds	$	250,000,000
Less:
Proceeds allocated to Public Warrants		(11,375,000)
Class A common stock issuance costs		(13,084,631)
Plus:
Accretion of carrying value to redemption value		24,459,631
Class A common stock subject to possible redemption, December 31, 2021	$	250,000,000

Plus:
Accretion of carrying value to redemption value		122,787
Class A common stock subject to possible redemption, June 30, 2022	$	250,122,787

Class A Common Stock Subject to Possible Redemption

The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2021, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet.

At December 31, 2021, the Class A common stock reflected in the balance sheet are reconciled in the following table:


Gross proceeds	$	250,000,000
Less:
Proceeds allocated to Public Warrants		(11,375,000)
Class A common stock issuance costs		13,084,631
Plus:
Accretion of carrying value to redemption value		24,459,631
Class A common stock subject to possible redemption	$	250,000,000

Offering Costs

Offering costs consist of underwriting, legal, accounting and other expenses incurred through the Initial Public Offering that are directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities are expensed as incurred, presented as non-operating expenses in the statement of operations. Offering costs associated with the Class A common stock issued were initially charged to temporary equity and then accreted to common stock subject to redemption upon the completion of the Initial Public Offering. Offering costs amounted to $14,262,365, of which $13,600,399 were charged to stockholders’ equity upon the completion of the Initial Public Offering and $661,966 were expensed to the statement of operations as transaction costs. In addition, offering costs related to the Founder Shares issued to the anchor investors amounted to $8,762,500, of which $8,140,989 were charged to stockholders’ equity upon the completion of the Initial Public Offering and $621,511 were expensed to the statement of operations and included in transaction costs.

Warrant Liabilities

The Company accounts for the Public Warrants (as defined in Note 3) and the Private Placement Warrants (collectively, with the Public Warrants, the “Warrants”) in accordance with the guidance contained in ASC 815-40 under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjusts the Warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the statement of operations. The Warrants for periods where no observable traded price was available are valued using a binomial/lattice model. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant quoted market price was used as the fair value as of each relevant date.

Income Tax, Policy [Policy Text Block]

Income Taxes

Net income (Loss) per Common Share

The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts):


												For the Period from
												February 4, 2021
	Three Months Ended				Three Months Ended			Six Months Ended				(Inception) through
	June 30, 2022				June 30, 2021			June 30, 2022				June 30, 2021
	Class A		Class B		Class A		Class B	Class A		Class B		Class A		Class B
Basic and diluted net loss per common stock
Numerator:
Allocation of net loss, as adjusted	$	(8,447,152)	$	(2,111,788)	$	—	63	$	(8,309,212)	$	(2,077,303)	$	—	$	(8,413)
Denominator:
Basic and diluted weighted average shares outstanding		25,000,000		6,250,000		—	6,250,000		25,000,000		6,250,000		—		6,250,000
Basic and diluted net loss per common stock	$	(0.34)	$	(0.34)	$	—	—	$	(0.33)	$	(0.33)	$	—	$	—

Net income (Loss) per Common Share

The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants exceeded the fair value per common share. The warrants are exercisable to purchase 19,900,000 shares of Class A common stock in the aggregate. As of December 31, 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock

and then share in the earnings of the Company. As a result, diluted net income (loss) per common share is the same as basic net income (loss) per common share for the periods presented.

The following table reflects the calculation of basic and diluted net income per common share (in dollars, except per share amounts):


	For the Period from February
	4, 2021 (Inception) through
	December 31, 2021
	Class A		Class B
Basic and diluted net income per common stock
Numerator:
Allocation of net income, as adjusted	$	3,659,168	$	2,007,460
Denominator:
Basic and diluted weighted average shares outstanding		11,392,405		6,250,000
Basic and diluted net income per common stock	$	0.32	$	0.32

Concentration of Credit Risk

Fair Value of Financial Instruments

Fair value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature, except for the warrant liabilities (see Note 10).

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. Derivative instruments are initially recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the statement of operations. Derivative assets and liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.

Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]

Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Recent Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

6 Months Ended

11 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021


	Three Months Ended June 30,				Six Months Ended June 30,
(Thousands, except per unit data)	2022		2021		2022		2021
Diluted Earnings per Common Unit
Numerator:
Net loss attributable to common unitholders – basic	$	(12,858)	$	(12,203)	$	(24,471)	$	(24,376)
Impact of if-converted securities		—		—		—		—
Net loss attributable to common unitholders – diluted	$	(12,858)	$	(12,203)	$	(24,471)	$	(24,376)
Denominator:
Weighted-average common units outstanding– basic		332,209		329,043		331,195		328,062
Impact of if-converted securities		—		—		—		—
Effect of other dilutive securities		—		—		—		—
Weighted-average common units outstanding – diluted		332,209		329,043		331,195		328,062

Dilutive loss per common unit	$	(0.04)	$	(0.04)	$	(0.07)	$	(0.07)


	Year Ended		Year Ended
(Thousands, except per unit data)	December 31, 2021		December 31, 2020
Diluted Earnings per Common Unit
Numerator:
Net loss attributable to common unitholders – basic	$	(46,155)	$	(147,684)
PIK dividends on preferred units		—		—
Impact of if-converted securities		—		—
Net loss attributable to common unitholders – dilutive	$	(46,155)	$	(147,684)
Denominator:
Weighted-average common units outstanding – basic		328,557		325,983
Impact of if-converted securities		—		—
Effect of other dilutive securities		—		—
Weighted-average common units outstanding – dilutive		328,557		325,983

Dilutive loss per common unit	$	(0.14)	$	(0.45)

Class A ordinary shares subject to possible redemption

At June 30, 2022 and December 31, 2021, the Class A common stock reflected in the condensed balance sheets are reconciled in the following table:


Gross proceeds	$	250,000,000
Less:
Proceeds allocated to Public Warrants		(11,375,000)
Class A common stock issuance costs		(13,084,631)
Plus:
Accretion of carrying value to redemption value		24,459,631
Class A common stock subject to possible redemption, December 31, 2021	$	250,000,000

Plus:
Accretion of carrying value to redemption value		122,787
Class A common stock subject to possible redemption, June 30, 2022	$	250,122,787

At December 31, 2021, the Class A common stock reflected in the balance sheet are reconciled in the following table:


Gross proceeds	$	250,000,000
Less:
Proceeds allocated to Public Warrants		(11,375,000)
Class A common stock issuance costs		13,084,631
Plus:
Accretion of carrying value to redemption value		24,459,631
Class A common stock subject to possible redemption	$	250,000,000

Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]

The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts):


												For the Period from
												February 4, 2021
	Three Months Ended				Three Months Ended			Six Months Ended				(Inception) through
	June 30, 2022				June 30, 2021			June 30, 2022				June 30, 2021
	Class A		Class B		Class A		Class B	Class A		Class B		Class A		Class B
Basic and diluted net loss per common stock
Numerator:
Allocation of net loss, as adjusted	$	(8,447,152)	$	(2,111,788)	$	—	63	$	(8,309,212)	$	(2,077,303)	$	—	$	(8,413)
Denominator:
Basic and diluted weighted average shares outstanding		25,000,000		6,250,000		—	6,250,000		25,000,000		6,250,000		—		6,250,000
Basic and diluted net loss per common stock	$	(0.34)	$	(0.34)	$	—	—	$	(0.33)	$	(0.33)	$	—	$	—

The following table reflects the calculation of basic and diluted net income per common share (in dollars, except per share amounts):


	For the Period from February
	4, 2021 (Inception) through
	December 31, 2021
	Class A		Class B
Basic and diluted net income per common stock
Numerator:
Allocation of net income, as adjusted	$	3,659,168	$	2,007,460
Denominator:
Basic and diluted weighted average shares outstanding		11,392,405		6,250,000
Basic and diluted net income per common stock	$	0.32	$	0.32

FAIR VALUE MEASUREMENTS (Tables) - CIK 0001846136 Riverview Acquisition Corp

6 Months Ended

11 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Assets and Liabilities Measured at Fair Value on Recurring Basis


		June 30,		December 31,
Description	Level	2022		2021
Assets:
Marketable securities held in Trust Account	1	$	250,257,574	$	250,035,732

Liabilities:
Warrant liability – Public Warrants	1	$	12,092,500	$	6,629,871
Warrant liability – Private Placement Warrants	3	$	7,241,640	$	3,933,105


		December 31,
Description	Level	2021
Assets:
Marketable securities held in Trust Account	1	$	250,035,732

Liabilities:
Warrant liability – Public Warrants	1	$	6,629,871
Warrant liability – Private Placement Warrants	3	$	3,933,105

Level 3 Fair Value Measurements

The following table provides quantitative information regarding Level 3 fair value measurements:


	June 30,			December 31,
	2022			2021
	Private Warrants			Private Warrants
Stock price	$	9.93		$	9.74
Exercise price	$	11.50		$	11.50
Expected term (in years)		5.0			5.0
Volatility		13.6	%		10.7	%
Risk-free rate		2.98	%		1.25	%
Dividend yield		0.0	%		0.00	%


	August 10,
	2021 (Initial
	Measurement)
	Public and Private
	Warrants
Stock price	$	9.44
Exercise price	$	11.50
Expected term (in years)		5.0
Volatility		16.9	%
Risk-free rate		0.87	%
Dividend yield		0.0	%


	December 31,
	2021
	Private Warrants
Stock price	$	9.74
Exercise price	$	11.50
Expected term (in years)		5.0
Volatility		10.7	%
Risk-free rate		1.25	%
Dividend yield		0.00	%

Changes in Fair Value of Level 3 Warrant Liabilities

The following table presents the changes in the fair value of Level 3 warrant liabilities:


	Private				Warrant
	Placement		Public		Liabilities
Fair value as of January 1, 2022	$	3,933,105	$	—	$	3,933,105
Change in valuation inputs or other assumptions		3,308,535		—		3,308,535
Fair value as of June 30, 2022	$	7,241,640	$	—	$	7,241,640


	Private				Warrant
	Placement		Public		Liabilities
Fair value as of February 4, 2021 (inception)	$	—	$	—	$	—
Initial measurement on August 10, 2021		6,882,000		11,375,000		18,257,000
Change in valuation inputs or other assumptions		(2,948,895)		(3,000,000)		(5,948,895)
Transfer to level 1		—		(8,375,000)		(8,375,000)
Fair value as of December 31, 2021	$	3,933,105	$	—	$	3,933,105

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details) - CIK 0001846136 Riverview Acquisition Corp - USD ($)		6 Months Ended	11 Months Ended	12 Months Ended
	Aug. 10, 2021	Jun. 30, 2022	Dec. 31, 2021	Dec. 31, 2021
Description of Organization and Business Operations [Abstract]
Gross proceeds from initial public offering			$ 245,000,000
Gross proceeds from private placement			7,400,000
Cash deposited in Trust Account	$ 250,000,000		$ 250,000,000
Cash deposited in Trust Account per Unit (in dollars per share)	$ 10.00
Percentage of fair market value held in Trust Account		80.00%	80.00%
Percentage of outstanding voting securities for post-transaction company to acquire or own in order to complete business combination		50.00%	50.00%
Net tangible asset threshold for redeeming Public Shares		$ 5,000,001	$ 5,000,001	$ 5,000,001
Percentage of Public Shares that would not be redeemed if Business Combination is not completed within Initial Combination Period		100.00%	100.00%
Period to redeem Public Shares if Business Combination is not completed within Initial Combination Period		10 days	10 days
Cash not held in Trust Account available for working capital		$ 796,388	$ 1,121,737	1,121,737
Minimum
Description of Organization and Business Operations [Abstract]
Percentage of Public Shares that can be redeemed without prior consent		20.00%
Period to complete Business Combination from closing of Initial Public Offering		18 months	18 months
Maximum
Description of Organization and Business Operations [Abstract]
Percentage of Public Shares that can be redeemed without prior consent			20.00%
Interest from Trust Account that can be held to pay dissolution expenses		$ 100,000	$ 100,000	$ 100,000
Distribution or redemption price per share (in dollars per share)		$ 10.00	$ 10.00	$ 10.00
Initial Public Offering [Member]
Description of Organization and Business Operations [Abstract]
Units issued (in shares)	10.00
Gross proceeds from initial public offering			$ 250,000,000	$ 250,000,000
Transaction costs		$ 14,262,365	14,262,365	14,262,365
Underwriting fees		5,000,000	5,000,000	5,000,000
Deferred underwriting fees		8,750,000	8,750,000	8,750,000
Other offering cost		$ 512,365	$ 512,365	$ 512,365
Initial Public Offering [Member] \| Maximum
Description of Organization and Business Operations [Abstract]
Units issued (in shares)	2,490,000
Initial Public Offering [Member] \| Public Shares [Member]
Description of Organization and Business Operations [Abstract]
Units issued (in shares)	25,000,000
Share price (in dollars per share)	$ 10.00
Gross proceeds from initial public offering	$ 250,000,000
Private Placement [Member] \| Private Placement Warrants [Member]
Description of Organization and Business Operations [Abstract]
Share price (in dollars per share)	$ 1.00
Gross proceeds from initial public offering	$ 7,400,000
Warrants issued (in shares)	7,400,000
Gross proceeds from private placement	$ 7,400,000

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Cash and Cash Equivalents (Details) - USD ($)	Jun. 30, 2022	Dec. 31, 2021
CIK 0001846136 Riverview Acquisition Corp
Cash and Cash Equivalents [Abstract]
Cash equivalents	$ 0	$ 0

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Class A ordinary shares subject to possible redemption (Details) - CIK 0001846136 Riverview Acquisition Corp - USD ($)	6 Months Ended	11 Months Ended	12 Months Ended
	Jun. 30, 2022	Dec. 31, 2021	Dec. 31, 2021
Class A Ordinary Shares Subject To Possible Redemption [Abstract]
Gross proceeds		$ 245,000,000
Class A ordinary shares subject to possible redemption	$ 250,122,787	250,000,000	$ 250,000,000
Class A Common Stock [Member]
Class A Ordinary Shares Subject To Possible Redemption [Abstract]
Class A ordinary shares subject to possible redemption		250,000,000	250,000,000
Initial Public Offering [Member]
Class A Ordinary Shares Subject To Possible Redemption [Abstract]
Gross proceeds		250,000,000	250,000,000
Class A ordinary shares issuance costs	(14,262,365)	(14,262,365)	(14,262,365)
Plus: Accretion of carrying value to redemption value	122,787	24,459,631	24,459,631
Initial Public Offering [Member] \| Public Warrants [Member]
Class A Ordinary Shares Subject To Possible Redemption [Abstract]
Less: Proceeds allocated to Public Warrants		(11,375,000)	(11,375,000)
Initial Public Offering [Member] \| Class A Common Stock [Member]
Class A Ordinary Shares Subject To Possible Redemption [Abstract]
Class A ordinary shares issuance costs		(13,084,631)	(13,084,631)
Class A ordinary shares subject to possible redemption	$ 250,122,787	$ 250,000,000	$ 250,000,000

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Offering Costs (Details) - Initial Public Offering [Member] - CIK 0001846136 Riverview Acquisition Corp - USD ($)	6 Months Ended	11 Months Ended
	Jun. 30, 2022	Dec. 31, 2021
Offering Costs [Abstract]
Offering costs	$ 14,262,365	$ 14,262,365
Offering cost charged to shareholder deficit	13,600,399	13,600,399
Offering cost expensed to statement of operations	661,966	661,966
Sponsor [Member]
Offering Costs [Abstract]
Offering costs	8,762,500	8,762,500
Offering cost charged to shareholder deficit	8,140,989	8,140,989
Offering cost expensed to statement of operations	$ 621,511	$ 621,511

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Income Taxes (Details) - USD ($)	3 Months Ended		6 Months Ended		11 Months Ended	12 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021	Dec. 31, 2021	Dec. 31, 2020
Income Taxes [Abstract]
Effective Income Tax Rate Reconciliation, Percent						13.60%	12.00%
Unrecognized tax benefits					$ 100,000	$ 100,000	$ 100,000
CIK 0001846136 Riverview Acquisition Corp
Income Taxes [Abstract]
Effective Income Tax Rate Reconciliation, Percent	0.33%	0.00%	0.34%	0.00%	0.00%
Statutory tax rate	21.00%	21.00%	21.00%	21.00%	21.00%
Unrecognized tax benefits	$ 0		$ 0		$ 0	0
Accrued interest and penalties	$ 0		$ 0		$ 0	$ 0

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Net Loss Per Common Share (Details) - USD ($)

3 Months Ended

5 Months Ended

6 Months Ended

11 Months Ended

12 Months Ended

Jun. 30, 2022

Jun. 30, 2021

Jun. 30, 2022

Jun. 30, 2021

Dec. 31, 2021

Dec. 31, 2020

Weighted Average Number of Shares Outstanding, Diluted [Abstract]

332,209,000

329,043,000

331,195,000

328,062,000

328,557,000

325,983,000

Diluted weighted average shares outstanding (in shares)

$ (0.04)

$ (0.07)

$ (0.14)

$ (0.45)

332,209,000

329,043,000

331,195,000

328,062,000

328,557,000

325,983,000

$ (0.04)

$ (0.07)

$ (0.14)

$ (0.45)

Warrants exercisable to purchase of aggregate class A common stock (in shares)

19,900,000

Class A Common Stock [Member] | CIK 0001846136 Riverview Acquisition Corp

Warrants exercisable to purchase of aggregate class A common stock (in shares)

19,900,000

Allocation of net loss, as adjusted

$ (8,447,152)

$ 0

$ (8,309,212)

$ 3,659,168

Weighted Average Number of Shares Outstanding, Diluted [Abstract]

25,000,000

11,392,405

Diluted weighted average shares outstanding (in shares)

$ (0.34)

$ 0

$ (0.33)

$ 0.32

25,000,000

11,392,405

Class B Common Stock [Member] | CIK 0001846136 Riverview Acquisition Corp

$ (0.34)

$ 0.00

$ (0.33)

$ 0.32

Allocation of net loss, as adjusted

$ (2,111,788)

$ 63

$ (8,413)

$ (2,077,303)

$ 2,007,460

Weighted Average Number of Shares Outstanding, Diluted [Abstract]

6,250,000

^[1]

6,250,000

^[1]

6,250,000

^[1]

6,250,000

^[1]

6,250,000

Diluted weighted average shares outstanding (in shares)

$ (0.34)

$ 0

$ (0.33)

$ 0.32

6,250,000

$ (0.34)

$ 0.00

$ (0.33)

$ 0.32

[1]	Excluded an aggregate of 937,500 shares forfeited as of December 31, 2021 (see Note 5).

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Derivative Financial Instruments (Details) - CIK 0001846136 Riverview Acquisition Corp - USD ($)			3 Months Ended		5 Months Ended	6 Months Ended	11 Months Ended
	Sep. 24, 2021	Aug. 10, 2021	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2021	Jun. 30, 2022	Dec. 31, 2021	Aug. 10, 2022
Underwriting Agreement [Abstract]
Liability derecognized			$ (9,776,426)	$ 0	$ 0	$ (8,771,164)	$ 7,694,024
Over-Allotment Option [Member]
Underwriting Agreement [Abstract]
Term of option for underwriters to purchase additional Units to cover over-allotments		45 days				45 days
Additional Units that can be purchased to cover over-allotments (in shares)		3,750,000						3,750,000
Common stock, shares forfeited (in shares)	937,500						937,500
Liability derecognized	$ 105,743						$ 105,743

INITIAL PUBLIC OFFERING (Details) - Initial Public Offering [Member] - CIK 0001846136 Riverview Acquisition Corp	Aug. 10, 2021 $ / shares shares
Initial Public Offering [Abstract]
Units issued (in shares)	10.00
Maximum
Initial Public Offering [Abstract]
Units issued (in shares)	2,490,000
Public Shares [Member]
Initial Public Offering [Abstract]
Units issued (in shares)	25,000,000
Share price (in dollars per share) \| $ / shares	$ 10.00
Warrants exercise price (In dollars per share) \| $ / shares	$ 11.50
Public Warrants [Member]
Initial Public Offering [Abstract]
Number of securities called by each unit (in shares)	0.50
Warrants exercise price (In dollars per share) \| $ / shares	$ 11.50
Class A Common Stock [Member]
Initial Public Offering [Abstract]
Number of securities called by each unit (in shares)	1
Number of securities called by each warrant (in shares)	1

PRIVATE PLACEMENT (Details) - CIK 0001846136 Riverview Acquisition Corp - USD ($)		11 Months Ended
	Aug. 10, 2021	Dec. 31, 2021
Private Placement [Abstract]
Cash paid in excess of fair value of private placement warrants charged to additional paid-in capital		$ 518,000
Private Placement [Member] \| Private Placement Warrants [Member]
Private Placement [Abstract]
Warrants issued (in shares)	7,400,000
Share price (in dollars per share)	$ 1.00
Gross proceeds from issuance of warrants	$ 7,400,000
Cash paid in excess of fair value of private placement warrants charged to stockholders equity	6,882,000
Cash paid in excess of fair value of private placement warrants charged to additional paid-in capital	$ 518,000
Private Placement [Member] \| Private Placement Warrants [Member] \| Class A Common Stock [Member]
Private Placement [Abstract]
Number of securities called by each warrant (in shares)	1
Exercise price of warrant (in dollars per share)	$ 11.50

RELATED PARTY TRANSACTIONS, Founder Shares (Details) - CIK 0001846136 Riverview Acquisition Corp - USD ($)				5 Months Ended	6 Months Ended	11 Months Ended	12 Months Ended
	Sep. 24, 2021	Apr. 07, 2021	Feb. 18, 2021	Jun. 30, 2021	Jun. 30, 2022	Dec. 31, 2021	Dec. 31, 2021	Apr. 04, 2022	Aug. 10, 2021
Founder Shares [Abstract]
Proceeds from Issuance of Common Stock				$ 25,000	$ 0	$ 25,000
Share price (in dollars per share)					$ 9.20
Class A Common Stock [Member]
Founder Shares [Abstract]
Common stock, shares outstanding (in shares)					0	0	0
Share price (in dollars per share)								$ 10.00
Class B Common Stock [Member]
Founder Shares [Abstract]
Common stock, shares outstanding (in shares)					6,250,000	6,250,000	6,250,000
Common stock, shares forfeited (in shares)							937,500
Initial Public Offering [Member]
Founder Shares [Abstract]
Offering costs					$ 14,262,365	$ 14,262,365	$ 14,262,365
Offering cost charged to shareholder deficit					13,600,399	13,600,399
Offering cost expensed to statement of operations					$ 661,966	661,966
Initial Public Offering [Member] \| Class A Common Stock [Member]
Founder Shares [Abstract]
Offering costs						$ 13,084,631	$ 13,084,631
Over-Allotment Option [Member]
Founder Shares [Abstract]
Number of shares subject to forfeiture (in shares)									3,750,000
Common stock, shares forfeited (in shares)	937,500					937,500
Share price (in dollars per share)									$ 10.00
Sponsor [Member]
Founder Shares [Abstract]
Common stock dividends (in shares)		1,437,500
Common stock, shares outstanding (in shares)		7,187,500			7,187,500
Holding period for transfer, assignment or sale of Founder Shares					1 year	1 year
Sponsor [Member] \| Class A Common Stock [Member]
Founder Shares [Abstract]
Threshold trading days					20 days	20 days
Threshold consecutive trading days					30 days	30 days
Sponsor [Member] \| Class A Common Stock [Member] \| Minimum
Founder Shares [Abstract]
Share price (in dollars per share)					$ 12.00	$ 12.00	$ 12.00
Period after initial business combination					150 days	150 days
Sponsor [Member] \| Class B Common Stock [Member]
Founder Shares [Abstract]
Issuance of Class B common stock to Sponsor (in shares)			5,750,000
Proceeds from Issuance of Common Stock			$ 25,000
Sponsor [Member] \| Class B Common Stock [Member] \| Maximum
Founder Shares [Abstract]
Number of shares subject to forfeiture (in shares)		937,500			937,500
Sponsor [Member] \| Initial Public Offering [Member]
Founder Shares [Abstract]
Share price (in dollars per share)					$ 7.01	$ 7.01	7.01
Stock Issued During Period, Shares, New Issues						125,000
Share price (in dollars per share)					$ 0.004	$ 10.00	$ 10.00
Stock Issued During Period, Value, New Issues					$ 8,762,500	$ 8,762,500
Offering costs					8,762,500	8,762,500	$ 8,762,500
Offering cost charged to shareholder deficit					8,140,989	8,140,989
Offering cost expensed to statement of operations					$ 621,511	$ 621,511
Sponsor [Member] \| Initial Public Offering [Member] \| Maximum
Founder Shares [Abstract]
Stock Issued During Period, Shares, New Issues					125,000
Sponsor [Member] \| Over-Allotment Option [Member]
Founder Shares [Abstract]
Common stock, shares outstanding (in shares)	6,250,000
Common stock, shares forfeited (in shares)	937,500

RELATED PARTY TRANSACTIONS, Administrative Support Agreement (Details) - Sponsor [Member] - Administrative Services Agreement [Member] - CIK 0001846136 Riverview Acquisition Corp - USD ($)		3 Months Ended	5 Months Ended	6 Months Ended	11 Months Ended
	Aug. 05, 2021	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Dec. 31, 2021
Administrative Support Agreement [Abstract]
Related Party Transaction, Expenses from Transactions with Related Party		$ 15,000	$ 0	$ 30,000	$ 25,000
Accrued administrative service expenses		$ 5,000		5,000	$ 5,000
Maximum
Administrative Support Agreement [Abstract]
Related party transaction amount	$ 5,000			$ 5,000

RELATED PARTY TRANSACTIONS, Promissory Note (Details) - Sponsor [Member] - Promissory Note [Member] - CIK 0001846136 Riverview Acquisition Corp - USD ($)	Aug. 10, 2021	Feb. 18, 2021
Promissory Note [Abstract]
Promissory note, amount outstanding	$ 181,341
Maximum
Promissory Note [Abstract]
Promissory note, maximum borrowing capacity		$ 300,000

RELATED PARTY TRANSACTIONS, Related Party Loans (Details) - Sponsor, Affiliate of Sponsor, or Certain Company Officers and Directors [Member] - Working Capital Loans [Member] - CIK 0001846136 Riverview Acquisition Corp - USD ($)	Jun. 30, 2022	Dec. 31, 2021
Related Party Loans [Abstract]
Loans that can be converted into Warrants at lenders' discretion	$ 1,500,000	$ 1,500,000
Conversion price (in dollars per share)	$ 1.00	$ 1.00
Notes payable, related parties	$ 0	$ 0

COMMITMENTS AND CONTINGENCIES, Registration Rights and Warrant Amendments (Details) - CIK 0001846136 Riverview Acquisition Corp - item	Jun. 30, 2022	Dec. 31, 2021
Registration, Warrant Amendments and Shareholder Rights Agreement [Abstract]
Number of demands entitled to holders	3	3
Minimum percentage of outstanding warrant holders required to approve amendment	65.00%	65.00%

COMMITMENTS AND CONTINGENCIES, Underwriting Agreement, Attorney's Fees and Demand Letter (Details) - CIK 0001846136 Riverview Acquisition Corp		6 Months Ended
	Aug. 10, 2021 USD ($) $ / shares shares	Jun. 30, 2022 USD ($) item	Aug. 10, 2022 shares	Dec. 31, 2021 USD ($)
Underwriting Agreement [Abstract]
Underwriting discount (in dollars per share) \| $ / shares	$ 0.35
Deferred underwriting commissions	$ 8,750,000
Deferred legal fee		$ 1,781,233		$ 337,023
Number of private demand letters received \| item		2
Over-Allotment Option [Member]
Underwriting Agreement [Abstract]
Term of option for underwriters to purchase additional Units to cover over-allotments	45 days	45 days
Additional Units that can be purchased to cover over-allotments (in shares) \| shares	3,750,000		3,750,000
Number of shares subject to forfeiture (in shares) \| shares	3,750,000
Share price (in dollars per share) \| $ / shares	$ 10.00
Payment to underwriters	$ 5,000,000

COMMITMENTS AND CONTINGENCIES, Subscription Agreement (Details) - CIK 0001846136 Riverview Acquisition Corp - $ / shares	Jun. 30, 2022	Apr. 04, 2022
Subscription Agreement [Abstract]
Share price (in dollars per share)	$ 9.20
Class A Common Stock [Member]
Subscription Agreement [Abstract]
Aggregate number of shares subscribed (in shares)		22,150,000
Share price (in dollars per share)		$ 10.00
Westrock Coffee Holdings, LLC Common Shares [Member]
Subscription Agreement [Abstract]
Aggregate number of shares subscribed (in shares)		2,850,000

COMMITMENTS AND CONTINGENCIES, Financial Advisory Services Agreement (Details) - CIK 0001846136 Riverview Acquisition Corp - USD ($)	Jun. 30, 2022	Jun. 01, 2022	Dec. 31, 2021
Financial Advisory Services Agreement [Abstract]
Deferred underwriting fee payable	$ 8,750,000	$ 3,750,000	$ 8,750,000
Maximum
Financial Advisory Services Agreement [Abstract]
Deferred underwriting fee payable		$ 6,000,000

WARRANT LIABILITIES (Details) - CIK 0001846136 Riverview Acquisition Corp - $ / shares	6 Months Ended	11 Months Ended
	Jun. 30, 2022	Dec. 31, 2021	Apr. 04, 2022
Warrants [Abstract]
Period to exercise warrants after Business Combination	30 days	30 days
Period to exercise warrants after closing of Initial Public Offering	12 months	12 months
Expiration period of warrants	5 years	5 years
Period to file registration statement after initial Business Combination	15 days	15 days
Period for registration statement to become effective	60 days	60 days
Share price (in dollars per share)	$ 9.20
Warrant redemption price (in dollars per share)	18.00
Threshold trigger price for redemption of warrants (in dollars per share)	$ 10.00	$ 10.00
Public Warrants [Member]
Warrants [Abstract]
Warrants outstanding (in shares)	12,500,000	12,500,000
Share price (in dollars per share)	$ 0.01
Warrant redemption price (in dollars per share)		$ 0.01
Notice period to redeem warrants	30 days	30 days
Threshold trading days		20 days
Threshold consecutive trading days		30 days
Redemption period	30 days	30 days
Percentage multiplier	180.00%	180.00%
Private Placement Warrants [Member]
Warrants [Abstract]
Warrants outstanding (in shares)	7,400,000	7,400,000
Expiration period of warrants	5 years	5 years
Class A Common Stock [Member]
Warrants [Abstract]
Period to file registration statement after initial Business Combination	20 days
Share price (in dollars per share)			$ 10.00
Trading day period to calculate volume weighted average trading price	20 days	20 days
Class A Common Stock [Member] \| Public Warrants [Member]
Warrants [Abstract]
Share price (in dollars per share)	$ 18.00	$ 18.00
Additional Issue of Ordinary Shares or Equity-Linked Securities [Member]
Warrants [Abstract]
Warrant redemption price (in dollars per share)		$ 18.00
Percentage multiplier	115.00%	115.00%
Additional Issue of Ordinary Shares or Equity-Linked Securities [Member] \| Minimum
Warrants [Abstract]
Aggregate gross proceeds from issuance as a percentage of total equity proceeds	60.00%	60.00%
Additional Issue of Ordinary Shares or Equity-Linked Securities [Member] \| Class A Common Stock [Member] \| Maximum
Warrants [Abstract]
Share price (in dollars per share)	$ 9.20	$ 9.20

STOCKHOLDERS' DEFICIT (Details) - CIK 0001846136 Riverview Acquisition Corp	6 Months Ended	11 Months Ended
	Jun. 30, 2022 Vote $ / shares shares	Dec. 31, 2021 Vote $ / shares shares
Stockholder's Equity [Abstract]
Preferred stock, shares authorized (in shares)	1,000,000	1,000,000
Preferred stock, par value (in dollars per share) \| $ / shares	$ 0.001	$ 0.001
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Stock conversion basis of Class B to Class A ordinary shares at time of initial business combination	1	1
As-converted percentage for Class A ordinary shares after conversion of Class B shares	20.00%	20.00%
Class A Common Stock [Member]
Stockholder's Equity [Abstract]
Temporary Equity, Shares Authorized	85,000,000	85,000,000
Temporary Equity, Par or Stated Value Per Share \| $ / shares	$ 0.001	$ 0.001
Temporary Equity, Shares Issued	25,000,000	25,000,000
Common stock, subject to possible redemption, shares outstanding (in shares)	25,000,000	25,000,000
Common stock, shares authorized (in shares)	85,000,000	85,000,000
Common Stock, Par or Stated Value Per Share \| $ / shares	$ 0.001	$ 0.001
Number of votes per share \| Vote	1	1
Common Stock, Shares, Issued	0	0
Common stock, shares outstanding (in shares)	0	0
Class B Common Stock [Member]
Stockholder's Equity [Abstract]
Common stock, shares authorized (in shares)	15,000,000	15,000,000
Common Stock, Par or Stated Value Per Share \| $ / shares	$ 0.001	$ 0.001
Number of votes per share \| Vote	1	1
Common Stock, Shares, Issued	6,250,000	6,250,000
Common stock, shares outstanding (in shares)	6,250,000	6,250,000

FAIR VALUE MEASUREMENTS, Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - Recurring - CIK 0001846136 Riverview Acquisition Corp - USD ($)	Jun. 30, 2022	Dec. 31, 2021
Level 1
Assets [Abstract]
Marketable securities held in Trust Account	$ 250,257,574	$ 250,035,732
Level 1 \| Public Warrants
Liabilities [Abstract]
Warrant liability	12,092,500	6,629,871
Level 3 \| Private Placement Warrants
Liabilities [Abstract]
Warrant liability	$ 7,241,640	$ 3,933,105

FAIR VALUE MEASUREMENTS, Level 3 Fair Value Measurement (Details) - CIK 0001846136 Riverview Acquisition Corp	Jun. 30, 2022	Dec. 31, 2021
Fair Value Measurements [Abstract]
Expected term	5 years	5 years
Private Warrants
Fair Value Measurements [Abstract]
Expected term	5 years	5 years
Stock Price \| Private Warrants
Fair Value Measurements [Abstract]
Measurement input	9.93	9.74
Exercise Price \| Private Warrants
Fair Value Measurements [Abstract]
Measurement input	11.50	11.50
Volatility \| Private Warrants
Fair Value Measurements [Abstract]
Measurement input	13.6	10.7
Risk-free Rate \| Private Warrants
Fair Value Measurements [Abstract]
Measurement input	2.98	1.25
Dividend Yield \| Private Warrants
Fair Value Measurements [Abstract]
Measurement input	0.0	0.00

FAIR VALUE MEASUREMENTS, Changes in Fair Value of Level 3 Warrant Liabilities (Details) - CIK 0001846136 Riverview Acquisition Corp - USD ($)	6 Months Ended	11 Months Ended
	Jun. 30, 2022	Dec. 31, 2021
Changes in Fair Value of Level 3 Warrant Liabilities [Roll Forward]
Fair value, beginning of period	$ 3,933,105
Change in valuation inputs or other assumptions	3,308,535
Fair value, end of period	7,241,640	$ 3,933,105
Transfers in into Level 3	0
Transfers out of Level 3	0
Derivative Financial Instruments, Liabilities [Member]
Changes in Fair Value of Level 3 Warrant Liabilities [Roll Forward]
Fair value, beginning of period	3,933,105
Change in valuation inputs or other assumptions		(5,948,895)
Fair value, end of period		3,933,105
Private Placement
Changes in Fair Value of Level 3 Warrant Liabilities [Roll Forward]
Fair value, beginning of period	3,933,105
Change in valuation inputs or other assumptions	3,308,535	(2,948,895)
Fair value, end of period	7,241,640	3,933,105
Public Placement
Changes in Fair Value of Level 3 Warrant Liabilities [Roll Forward]
Fair value, beginning of period	0
Change in valuation inputs or other assumptions	0	(3,000,000)
Fair value, end of period	$ 0	$ 0

BALANCE SHEET - USD ($)

Jun. 30, 2022

Dec. 31, 2021

Current Assets:

$ 294,095,000

$ 238,006,000

15,931,000

4,434,000

661,446,000

593,020,000

Accrued expenses

26,370,000

231,324,000

168,240,000

573,389,000

487,147,000

60,975,000

60,973,000

Total Liabilities, Redeemable Units and Unitholders' Deficit

(276,196,000)

(251,725,000)

661,446,000

593,020,000

Current Assets:

Cash

796,388

1,121,737

Prepaid expenses

371,272

352,171

1,167,660

1,473,908

Marketable securities held in Trust Account

28,267

197,861

250,257,574

250,035,732

251,453,501

251,707,501

Accrued expenses

189,859

307,505

Deferred underwriting fee payable

224,646

307,505

Warrant liabilities

19,334,140

10,562,976

8,750,000

30,090,019

19,957,504

Class A common stock, $0.001 par value; 85,000,000 shares authorized; 25,000,000 shares subject to possible redemption at redemption value

250,122,787

250,000,000

Preferred stock, $0.001 par value; 1,000,000 shares authorized, none issued and outstanding

Total Stockholders' Deficit

(28,765,555)

(18,256,253)

(28,759,305)

(18,250,003)

Total Liabilities, Redeemable Units and Unitholders' Deficit

251,453,501

251,707,501

Class A Common Stock [Member] | CIK 0001846136 Riverview Acquisition Corp

Class A common stock, $0.001 par value; 85,000,000 shares authorized; 25,000,000 shares subject to possible redemption at redemption value

250,000,000

Class B Common Stock [Member] | CIK 0001846136 Riverview Acquisition Corp

^[1]

$ 6,250

[1]	Excluded an aggregate of 937,500 shares forfeited as of December 31, 2021 (see Note 5).

BALANCE SHEET (Parenthetical) - CIK 0001846136 Riverview Acquisition Corp - $ / shares	12 Months Ended
	Dec. 31, 2021	Jun. 30, 2022
Stockholders' Deficit
Preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001
Preferred stock, shares authorized (in shares)	1,000,000	1,000,000
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Class A Common Stock [Member]
LIABILITIES AND STOCKHOLDERS' DEFICIT
Temporary Equity, Par or Stated Value Per Share	$ 0.001	$ 0.001
Temporary Equity, Shares Authorized	85,000,000	85,000,000
Temporary Equity, Shares Outstanding	25,000,000	25,000,000
Stockholders' Deficit
Common Stock, Par or Stated Value Per Share	$ 0.001	$ 0.001
Common stock, shares authorized (in shares)	85,000,000	85,000,000
Common Stock, Shares, Issued	0	0
Common stock, shares outstanding (in shares)	0	0
Class B Common Stock [Member]
Stockholders' Deficit
Common Stock, Par or Stated Value Per Share	$ 0.001	$ 0.001
Common stock, shares authorized (in shares)	15,000,000	15,000,000
Common Stock, Shares, Issued	6,250,000	6,250,000
Common stock, shares outstanding (in shares)	6,250,000	6,250,000
Common stock, shares forfeited (in shares)	937,500

STATEMENT OF OPERATIONS - USD ($)

3 Months Ended

5 Months Ended

6 Months Ended

11 Months Ended

Jun. 30, 2022

Jun. 30, 2021

Jun. 30, 2022

Dec. 31, 2021

Operating and formation costs

$ 37,536,000

$ 32,720,000

$ 75,185,000

1,362,000

1,633,000

2,144,000

$ (5,713,000)

$ (6,094,000)

$ (10,589,000)

Diluted weighted average shares outstanding (in shares)

332,209,000

329,043,000

331,195,000

332,209,000

329,043,000

331,195,000

$ (0.04)

$ (0.07)

$ (0.04)

$ (0.07)

Operating and formation costs

$ 885,394

$ (1,051,247)

$ 63

$ (8,413)

$ (1,984,187)

(885,394)

Interest earned on marketable securities held in Trust Account

316,380

403,623

35,768

Unrealized loss on marketable securities held in Trust Account

(12,860)

(36)

Change in fair value of warrant liabilities

(9,776,426)

(8,771,164)

7,694,024

Transaction costs

(1,283,477)

Total other loss

(9,472,906)

(8,367,541)

6,552,022

CIK 0001846136 Riverview Acquisition Corp | Class A Common Stock [Member]

$ (10,558,940)

$ 63

$ (8,413)

$ (10,386,515)

$ 5,666,628

Diluted weighted average shares outstanding (in shares)

25,000,000

11,392,405

25,000,000

11,392,405

$ (0.34)

$ 0

$ (0.33)

$ 0.32

CIK 0001846136 Riverview Acquisition Corp | Class B Common Stock [Member]

$ (0.34)

$ 0.00

$ (0.33)

$ 0.32

Diluted weighted average shares outstanding (in shares)

6,250,000

^[1]

6,250,000

^[1]

6,250,000

^[1]

6,250,000

^[1]

6,250,000

6,250,000

$ (0.34)

$ 0

$ (0.33)

$ 0.32

Over-Allotment Option [Member] | CIK 0001846136 Riverview Acquisition Corp

$ (0.34)

$ 0.00

$ (0.33)

$ 0.32

Unrealized loss on marketable securities held in Trust Account

$ (36)

Change in fair value of warrant liabilities

$ 105,743

[1]	Excluded an aggregate of 937,500 shares forfeited as of December 31, 2021 (see Note 5).

STATEMENT OF OPERATIONS (Parenthetical)	12 Months Ended
STATEMENT OF OPERATIONS (Parenthetical)	Dec. 31, 2021 shares
Class B Common Stock [Member] \| CIK 0001846136 Riverview Acquisition Corp
Operating Income (Loss) [Abstract]
Common stock, shares forfeited (in shares)	937,500

STATEMENT OF CHANGES IN SHAREHOLDERS' DEFICIT - USD ($)	Common Stock CIK 0001846136 Riverview Acquisition Corp Class A Common Stock [Member]	Common Stock CIK 0001846136 Riverview Acquisition Corp Class B Common Stock [Member]	Additional Paid-in Capital CIK 0001846136 Riverview Acquisition Corp	Accumulated Deficit CIK 0001846136 Riverview Acquisition Corp	CIK 0001846136 Riverview Acquisition Corp	Total
Beginning balance at Feb. 03, 2021	$ 0	$ 0	$ 0	$ 0	$ 0
Beginning balance (in shares) at Feb. 03, 2021	0	0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of Class B common stock to Sponsor	$ 0	$ 7,188	17,812	0	25,000
Issuance of Class B ordinary shares to Sponsor (in shares)	0	7,187,500
Net Income (Loss) Attributable to Parent	$ 0	$ 0	0	(8,476)	(8,476)
Ending balance at Mar. 31, 2021	$ 0	$ 7,188	17,812	(8,476)	16,524
Ending balance (in shares) at Mar. 31, 2021	0	7,187,500
Beginning balance at Feb. 03, 2021	$ 0	$ 0	0	0	0
Beginning balance (in shares) at Feb. 03, 2021	0	0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net Income (Loss) Attributable to Parent					(8,413)
Ending balance at Jun. 30, 2021	$ 0	$ 7,188	17,812	(8,413)	16,587
Ending balance (in shares) at Jun. 30, 2021	0	7,187,500
Beginning balance at Feb. 03, 2021	$ 0	$ 0	0	0	0
Beginning balance (in shares) at Feb. 03, 2021	0	0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of Class B common stock to Sponsor		$ 7,188	17,812		25,000
Issuance of Class B ordinary shares to Sponsor (in shares)	0	7,187,500
Adjustments to Additional Paid in Capital, Warrant Issued			518,000		518,000
Accretion of Class A common stock to redemption amount			(536,750)	(23,922,881)	(24,459,631)
Forfeiture of founder shares		$ (938)	938
Forfeiture of founder shares (in shares)	0	(937,500)
Net Income (Loss) Attributable to Parent				5,666,628	5,666,628
Ending balance at Dec. 31, 2021	$ 0	$ 6,250	0	(18,256,253)	(18,250,003)
Ending balance (in shares) at Dec. 31, 2021	0	6,250,000
Beginning balance at Mar. 31, 2021	$ 0	$ 7,188	17,812	(8,476)	16,524
Beginning balance (in shares) at Mar. 31, 2021	0	7,187,500
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net Income (Loss) Attributable to Parent	$ 0	$ 0	0	63	63	$ (6,094,000)
Ending balance at Jun. 30, 2021	$ 0	$ 7,188	17,812	(8,413)	16,587
Ending balance (in shares) at Jun. 30, 2021	0	7,187,500
Beginning balance at Dec. 31, 2021	$ 0	$ 6,250	0	(18,256,253)	(18,250,003)
Beginning balance (in shares) at Dec. 31, 2021	0	6,250,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net Income (Loss) Attributable to Parent	$ 0	$ 0	0	172,425	172,425
Ending balance at Mar. 31, 2022	$ 0	$ 6,250	0	(18,083,828)	(18,077,578)
Ending balance (in shares) at Mar. 31, 2022	0	6,250,000
Beginning balance at Dec. 31, 2021	$ 0	$ 6,250	0	(18,256,253)	(18,250,003)
Beginning balance (in shares) at Dec. 31, 2021	0	6,250,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net Income (Loss) Attributable to Parent					(10,386,515)	(10,589,000)
Ending balance at Jun. 30, 2022	$ 0	$ 6,250	0	(28,765,555)	(28,759,305)
Ending balance (in shares) at Jun. 30, 2022	0	6,250,000
Beginning balance at Mar. 31, 2022	$ 0	$ 6,250	0	(18,083,828)	(18,077,578)
Beginning balance (in shares) at Mar. 31, 2022	0	6,250,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Accretion of Class A common stock to redemption amount	$ 0	$ 0	0	(122,787)	(122,787)
Net Income (Loss) Attributable to Parent	0	0	0	(10,558,940)	(10,558,940)	$ (5,713,000)
Ending balance at Jun. 30, 2022	$ 0	$ 6,250	$ 0	$ (28,765,555)	$ (28,759,305)
Ending balance (in shares) at Jun. 30, 2022	0	6,250,000

STATEMENT OF CASH FLOWS - USD ($)		2 Months Ended	3 Months Ended			5 Months Ended	6 Months Ended		11 Months Ended	12 Months Ended
STATEMENT OF CASH FLOWS - USD ($)	Feb. 03, 2021	Mar. 31, 2021	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2021	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021	Dec. 31, 2021
Net Cash Provided by (Used in) Operating Activities [Abstract]
Net income			$ (5,713,000)		$ (6,094,000)		$ (10,589,000)	$ (12,528,000)		$ (21,947,000)
Prepaid expenses and other current assets
Net cash used in operating activities							(46,974,000)	(782,000)		2,877,000
Net Cash Provided by (Used in) Investing Activities [Abstract]
Net cash used in investing activities							(12,963,000)	(7,455,000)		(22,647,000)
Net Cash Provided by (Used in) Financing Activities [Abstract]
Net cash provided by financing activities							55,281,000	7,676,000		23,839,000
Cash and cash equivalents and restricted cash at beginning of period				$ 22,870,000			22,870,000	18,652,000		18,652,000
Cash and cash equivalents and restricted cash at end of period			18,185,000		18,203,000	$ 18,203,000	18,185,000	18,203,000	$ 22,870,000	22,870,000
CIK 0001846136 Riverview Acquisition Corp
Net Cash Provided by (Used in) Operating Activities [Abstract]
Net income		$ (8,476)	(10,558,940)	172,425	63	(8,413)	(10,386,515)		5,666,628
Adjustments to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities [Abstract]
Change in fair value of warrants liabilities						0	8,771,164		(7,694,024)
Unrealized loss on marketable securities held in Trust Account			12,860		0	0	0		36
Interest earned on marketable securities held in Trust Account									35,768
Transaction costs									1,283,477
Prepaid expenses and other current assets
Accrued expenses						0	(117,646)		644,528
Prepaid expenses						0	(19,101)		352,171
Other Long-Term Assets						0	169,594		197,861
Net cash used in operating activities						(8,413)	(507,130)		(790,898)
Net Cash Provided by (Used in) Investing Activities [Abstract]
Investment of cash in Trust Account									(250,000,000)
Net cash used in investing activities						0	181,781		(250,000,000)
Net Cash Provided by (Used in) Financing Activities [Abstract]
Proceeds from issuance of Class B common stock to Sponsor						25,000	0		25,000
Proceeds from Issuance Initial Public Offering									245,000,000
Proceeds from sale of Private Placements Warrants									7,400,000
Proceeds from promissory note - related party						117,491	0		181,341
Repayment of promissory note - related party									(181,341)
Payment of offering costs						(122,491)	0		(512,365)
Net cash provided by financing activities						20,000	0		251,912,635
Net Change in Cash						11,587	(325,349)		1,121,737
Cash and cash equivalents and restricted cash at beginning of period		$ 0		$ 1,121,737		0	1,121,737		0
Cash and cash equivalents and restricted cash at end of period	$ 0		$ 796,388		$ 11,587	$ 11,587	$ 796,388	$ 11,587	1,121,737	$ 1,121,737
Non-Cash investing and financing activities:
Initial value of warrant Liabilities									18,257,000
Deferred underwriting fee payable	$ 8,750,000
Forfeiture of Founders Shares									938
Over-Allotment Option [Member] \| CIK 0001846136 Riverview Acquisition Corp
Adjustments to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities [Abstract]
Change in fair value of warrants liabilities									(105,743)
Unrealized loss on marketable securities held in Trust Account									$ 36

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

6 Months Ended

11 Months Ended

Jun. 30, 2022

Dec. 31, 2021

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Transaction costs amounted to $14,262,365, consisting of $5,000,000 of underwriting fees, $8,750,000 of deferred underwriting fees and $512,365 of other offering costs.

liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period.

Liquidity and Capital Resources

Going Concern

Risks and Uncertainties

NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Transaction costs amounted to $14,262,365, consisting of $5,000,000 of underwriting fees, $8,750,000 of deferred underwriting fees and $512,365 of other offering costs.

The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 either prior to or upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering, and the Anchor Investors (as defined below in Note 3) will agree to vote any Founder Shares held by them in favor of approving a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against the proposed Business Combination.

The Anchor Investors will not be entitled to (i) redemption rights with respect to any Founder Shares held by them in connection with the completion of the initial Business Combination, (ii) redemption rights with respect to any Founder Shares held by them in connection with a shareholder vote to amend the Amended and Restated Certificate of Incorporation in a manner that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company has not consummated an initial Business Combination within the Combination Period or (iii) rights to liquidating distributions from the Trust Account with respect to any Founder Shares held by them if the Company fails to complete the initial Business Combination within the Combination Period (although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete the Business Combination within the Combination Period).

Liquidity and Capital Resources

Going Concern

Risks and Uncertainties

Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

6 Months Ended

11 Months Ended

Jun. 30, 2022

Dec. 31, 2021

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Emerging Growth Company

Use of Estimates

Reclassifications

Cash and Cash Equivalents

Marketable Securities Held in Trust Account

Class A Common Stock Subject to Possible Redemption

At June 30, 2022 and December 31, 2021, the Class A common stock reflected in the condensed balance sheets are reconciled in the following table:


Gross proceeds	$	250,000,000
Less:
Proceeds allocated to Public Warrants		(11,375,000)
Class A common stock issuance costs		(13,084,631)
Plus:
Accretion of carrying value to redemption value		24,459,631
Class A common stock subject to possible redemption, December 31, 2021	$	250,000,000

Plus:
Accretion of carrying value to redemption value		122,787
Class A common stock subject to possible redemption, June 30, 2022	$	250,122,787

Offering Costs

Warrant Liabilities

Income Taxes

Net income (Loss) per Common Share

The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts):


												For the Period from
												February 4, 2021
	Three Months Ended				Three Months Ended			Six Months Ended				(Inception) through
	June 30, 2022				June 30, 2021			June 30, 2022				June 30, 2021
	Class A		Class B		Class A		Class B	Class A		Class B		Class A		Class B
Basic and diluted net loss per common stock
Numerator:
Allocation of net loss, as adjusted	$	(8,447,152)	$	(2,111,788)	$	—	63	$	(8,309,212)	$	(2,077,303)	$	—	$	(8,413)
Denominator:
Basic and diluted weighted average shares outstanding		25,000,000		6,250,000		—	6,250,000		25,000,000		6,250,000		—		6,250,000
Basic and diluted net loss per common stock	$	(0.34)	$	(0.34)	$	—	—	$	(0.33)	$	(0.33)	$	—	$	—

Concentration of Credit Risk

Fair Value of Financial Instruments

Derivative Financial Instruments

Recent Accounting Standards

Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Emerging Growth Company

Use of Estimates

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the assumptions used in the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

Marketable Securities Held in Trust Account

Class A Common Stock Subject to Possible Redemption

The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2021, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet.

At December 31, 2021, the Class A common stock reflected in the balance sheet are reconciled in the following table:


Gross proceeds	$	250,000,000
Less:
Proceeds allocated to Public Warrants		(11,375,000)
Class A common stock issuance costs		13,084,631
Plus:
Accretion of carrying value to redemption value		24,459,631
Class A common stock subject to possible redemption	$	250,000,000

Offering Costs

Offering costs consist of underwriting, legal, accounting and other expenses incurred through the Initial Public Offering that are directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities are expensed as incurred, presented as non-operating expenses in the statement of operations. Offering costs associated with the Class A common stock issued were initially charged to temporary equity and then accreted to common stock subject to redemption upon the completion of the Initial Public Offering. Offering costs amounted to $14,262,365, of which $13,600,399 were charged to stockholders’ equity upon the completion of the Initial Public Offering and $661,966 were expensed to the statement of operations as transaction costs. In addition, offering costs related to the Founder Shares issued to the anchor investors amounted to $8,762,500, of which $8,140,989 were charged to stockholders’ equity upon the completion of the Initial Public Offering and $621,511 were expensed to the statement of operations and included in transaction costs.

Warrant Liabilities

The Company accounts for the Public Warrants (as defined in Note 3) and the Private Placement Warrants (collectively, with the Public Warrants, the “Warrants”) in accordance with the guidance contained in ASC 815-40 under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjusts the Warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the statement of operations. The Warrants for periods where no observable traded price was available are valued using a binomial/lattice model. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant quoted market price was used as the fair value as of each relevant date.

Income Taxes

Net income (Loss) per Common Share

The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants exceeded the fair value per common share. The warrants are exercisable to purchase 19,900,000 shares of Class A common stock in the aggregate. As of December 31, 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock

and then share in the earnings of the Company. As a result, diluted net income (loss) per common share is the same as basic net income (loss) per common share for the periods presented.

The following table reflects the calculation of basic and diluted net income per common share (in dollars, except per share amounts):


	For the Period from February
	4, 2021 (Inception) through
	December 31, 2021
	Class A		Class B
Basic and diluted net income per common stock
Numerator:
Allocation of net income, as adjusted	$	3,659,168	$	2,007,460
Denominator:
Basic and diluted weighted average shares outstanding		11,392,405		6,250,000
Basic and diluted net income per common stock	$	0.32	$	0.32

Concentration of Credit Risk

Fair value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature, except for the warrant liabilities (see Note 10).

Derivative Financial Instruments

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. Derivative instruments are initially recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the statement of operations. Derivative assets and liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.

Recent Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

INITIAL PUBLIC OFFERING

6 Months Ended

11 Months Ended

Jun. 30, 2022

Dec. 31, 2021

INITIAL PUBLIC OFFERING

NOTE 3. INITIAL PUBLIC OFFERING

PRIVATE PLACEMENT

6 Months Ended

11 Months Ended

Jun. 30, 2022

Dec. 31, 2021

PRIVATE PLACEMENT

NOTE 4. PRIVATE PLACEMENT

Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 7,400,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, for an aggregate purchase price of $7,400,000, in a private placement. Each Private Placement Warrant is exercisable to purchase one Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 7). A portion of the proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. The excess amount of the purchase price over the fair value of the Private Placement Warrants of $6,882,000 was charged to shareholders’ equity, and thus $518,000 was charged to additional paid-in capital. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless.

RELATED PARTY TRANSACTIONS

6 Months Ended

11 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Note 17. Related Party Transactions

In connection with the acquisition of S&D on February 28, 2020, certain affiliates of BBH were issued CEP Units, at which time BBH became a related party.

The consolidated financial statements reflect the following transactions with related parties:


(Thousands)	June 30, 2022		December 31, 2021
Short-term related party debt:
Brown Brothers Harriman⁽¹⁾	$	—	$	34,199

Subordinated related party debt:
Wooster Capital⁽²⁾		9,800		9,800
Jo Ellen Ford⁽¹⁾		3,500		3,500
Total	$	13,300	$	13,300


	Three Months Ended June 30,				Six Months Ended June 30,
(Thousands)	2022		2021		2022		2021
Interest expense, net:
Brown Brothers Harriman⁽¹⁾	$	—	$	287	$	541	$	578
Wooster Capital⁽²⁾		149		147		296		297
Jo Ellen Ford⁽¹⁾		53		52		106		106
Westrock Finance, LLC⁽²⁾		—		97		—		192
Total	$	202	$	583	$	943	$	1,173

(1)	Related through common ownership

(2)	Related through common ownership and management

Note 23. Related Party Transactions

The consolidated financial statements reflect the following transactions with related parties:


(Thousands)	December 31, 2021		December 31, 2020
Short-term related party debt:
Brown Brothers Harriman⁽¹⁾	$	34,199	$	26,316

Subordinated related party debt:
Wooster Capital⁽²⁾		9,800		9,800
Jo Ellen Ford⁽²⁾		3,500		3,500
Westrock Finance, LLC⁽²⁾		—		4,280
Total	$	13,300	$	17,580


	Year Ended		Year Ended
(Thousands)	December 31, 2021		December 31, 2020
Selling, general and administrative expense
Westrock Group, LLC⁽¹⁾	$	3,333	$	2,778

Interest expense, net:
Brown Brothers Harriman⁽¹⁾		1,393		1,509
Wooster Capital⁽²⁾		599		498
Jo Ellen Ford⁽²⁾		214		178
Westrock Finance, LLC⁽²⁾		423		460
Total	$	2,629	$	2,645

(1)	Related through common ownership and management

(2)	Related through common ownership

NOTE 5. RELATED PARTY TRANSACTIONS

Founder Shares

Administrative Services Agreement

Promissory Note — Related Party

Related Party Loans

NOTE 5. RELATED PARTY TRANSACTIONS

Founder Shares

Administrative Support Agreement

The Company entered into an agreement, commencing on August 5, 2021 through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay the Sponsor or an affiliate of the Sponsor a total of up to $5,000 per month for secretarial and administrative services. For the period from February 4, 2021 (inception) through December 31, 2021, the Company incurred $25,000 in fees for these services, respectively. At December 31, 2021, a total of $5,000 of such fees, is included in accrued expenses in the accompanying balance sheet.

Promissory Note — Related Party

Related Party Loans

In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s directors and officers may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. As of December 31, 2021, there are no Working Capital Loans outstanding.

COMMITMENTS	6 Months Ended	11 Months Ended	12 Months Ended
COMMITMENTS	Jun. 30, 2022	Dec. 31, 2021	Dec. 31, 2021
COMMITMENTS AND CONTINGENCIES	Note 16. Commitments and Contingencies We are subject to various claims and legal proceedings with respect to matters such as governmental regulations, and other actions arising out of the ordinary course of business. Management believes that the resolution of these matters will not have a material adverse effect on our financial position, results of operations, or cash flow. We had $2.7 million in standby letters of credit outstanding as of June 30, 2022. We have future purchase obligations of $371.7 million as of June 30, 2022 that consist of commitments for the purchase of inventory over the next 12 months. These obligations represent the minimum contractual obligations expected under the normal course of business.		Note 19. 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 had $2.7 million in standby letters of credit outstanding as of December 31, 2021. We have future purchase obligations of $276.7 million as of December 31, 2021 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.
CIK 0001846136 Riverview Acquisition Corp
COMMITMENTS AND CONTINGENCIES	NOTE 6. COMMITMENTS AND CONTINGENCIES Registration and Stockholder Rights Pursuant to a registration rights agreement entered into on August 10, 2021, the holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of the Working Capital Loans (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of Working Capital Loans) are entitled to registration rights requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to shares of our Class A common stock). The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement will provide that the Company will not be required to effect or permit any registration or cause any registration statement to become effective until termination of the applicable lock-up period. The registration rights agreement does not contain liquidated damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Warrant Amendments The warrant agreement provides that the terms of the warrants may be amended without the consent of any stockholder or warrant holder to cure any ambiguity or correct any defective provision but otherwise requires the approval by the holders of at least 65% of the then outstanding public warrants to make any change that adversely affects the interests of the registered holders of public warrants. Accordingly, the Company may amend the terms of the public warrants in a manner adverse to a holder of public warrants if holders of at least a 65% of the then outstanding public warrants approve of such amendment. Although the Company’s ability to amend the terms of the public warrants with the consent of at least 65% of the then outstanding public warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the warrants, convert the warrants into cash or shares, shorten the exercise period or decrease the number of Class A common stock purchasable upon exercise of a warrant. There have been no amendments to the warrant agreement as of June 30, 2022 and December 31, 2021. Underwriting Agreement The Company granted the underwriters a 45-day option to purchase up to 3,750,000 additional Units to cover over-allotments at the Initial Public Offering price, less the underwriting discounts and commissions. The underwriters elected not to exercise the over-allotment option to purchase an additional 937,500 Units at a price of $10.00 per Unit. The over-allotment option expired on September 24, 2021. The underwriters were paid an underwriting fee of $5,000,000 on the day of the IPO. The underwriters are also entitled to a deferred fee of $0.35 per Unit, or $8,750,000 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Attorney’s Fees Pursuant to an agreement between the Company and its attorneys, certain fees have been deferred and will become payable only if the Company consummates a Business Combination. If a Business Combination does not occur, the Company will not be required to pay these contingent fees. As of June 30, 2022 and December 31, 2021, the amount of these deferred legal fees was approximately $1,781,000 and $337,000, respectively. There can be no assurances that the Company will complete a Business Combination. Demand Letters We received two private demand letters from purported shareholders in connection with the proposed de-SPAC transaction between Riverview and Westrock Coffee Holdings, LLC, a Delaware limited liability company (“Westrock”). The demand letters seek certain supplemental disclosures and threaten to assert claims under the federal securities laws against Riverview and Westrock, if the disclosures are not made. Litigation On August 2, 2022, a purported stockholder of the Company filed a complaint in the Chancery Court of Shelby County, Tennessee, captioned Garfield v. R. Brad Martin, et. al., Case No. CH-22-1097, alleging claims that the Company’s public disclosures concerning the proposed de-SPAC transaction omit allegedly material information that the Complaint asserts was required to be disclosed. The Complaint names the Company, each of its current directors, Messrs. R. Brad Martin, Charles Slatery, Leslie Starr Keating, Mark Edmunds, and Willie Gregory, and Westrock as defendants and alleges, among other things, claims for purported violations of the Tennessee Securities Act of 1980 and fraudulent and negligent misrepresentation and concealment under Tennessee law. The deadline for the Company to respond to the Complaint has not yet passed. The Company believes that the allegations in the Complaint and demand letters are without merit. Transaction Agreement On April 4, 2022, the Company entered into a Transaction Agreement, by and among Riverview, Westrock, Origin Merger Sub I, Inc., a Delaware corporation and a wholly-owned subsidiary of Westrock (“Merger Sub I”) and Origin Merger Sub II, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Westrock (“Merger Sub II,” together with Merger Sub I, the “Merger Subs”) (as may be amended and/or restated from time to time, the “Transaction Agreement”). The Mergers were unanimously approved by the Company’s Board of Directors and Westrock’s Board of Managers. Subscription Agreement Riverview and Westrock have entered into Subscription Agreements (collectively, the “PIPE Subscription Agreements”), each dated as of April 4, 2022, with certain investors (collectively, the “PIPE Investors”), pursuant to which, among other things, Riverview and Westrock have, respectively, agreed to issue and sell, in private placements to close immediately prior to the Closing, an aggregate of 22,150,000 shares of Riverview Class A Common Stock and 2,850,000 Westrock Common Shares for a purchase price of $10.00 per share (the “PIPE Financing”). Sponsor Support Agreement Riverview, Westrock and the Sponsor, concurrently with the execution and delivery of the Transaction Agreement, have entered into the Sponsor Support Agreement (the “Sponsor Support Agreement”), pursuant to which the Sponsor has agreed, among other things, to vote (or execute and return an action by written consent), or cause to be voted at the Riverview Stockholders’ Meeting (or validly execute and return and cause such consent to be granted with respect to), all of its shares of Riverview Common Stock in favor of (A) the approval and adoption of the Transaction Agreement and approval of the Mergers and all other transactions contemplated by the Transaction Agreement, (B) against any action, agreement or transaction or proposal that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of Riverview under the Transaction Agreement or that would reasonably be expected to result in the failure of the Mergers from being consummated and (C) each of the proposals and any other matters necessary or reasonably requested by Riverview for consummation of the Mergers and the other transactions contemplated by the Transaction Agreement. Financial Advisory Services Agreement On June 1, 2022, the Company entered into an agreement with a vendor to provide financial advisory services in connection with a potential Business Combination. The agreement calls for the Company to pay a fee upon the closing of a business combination. The agreement further specifies that the fee will be $3,750,000, adjustable for any changes in the agreed deferred underwriting fees such that the total to the vendor does not exceed $6,000,000. The fees are payable upon the consummation of a successful Business Combination.	NOTE 6. COMMITMENTS Registration and Stockholders Rights Pursuant to a registration rights agreement entered into on August 10, 2021, the holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of the Working Capital Loans (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of Working Capital Loans) are entitled to registration rights requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to shares of our Class A common stock). The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement will provide that the Company will not be required to effect or permit any registration or cause any registration statement to become effective until termination of the applicable lock-up period. The registration rights agreement does not contain liquidated damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Warrant Amendments The warrant agreement provides that the terms of the warrants may be amended without the consent of any shareholder or warrant holder to cure any ambiguity or correct any defective provision but otherwise requires the approval by the holders of at least 65% of the then outstanding public warrants to make any change that adversely affects the interests of the registered holders of public warrants. Accordingly, the Company may amend the terms of the public warrants in a manner adverse to a holder of public warrants if holders of at least a 65% of the then outstanding public warrants approve of such amendment. Although the Company’s ability to amend the terms of the public warrants with the consent of at least 65% of the then outstanding public warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the warrants, convert the warrants into cash or shares, shorten the exercise period or decrease the number of Class A common stock purchasable upon exercise of a warrant. There have been no amendments to the warrant agreement as of December 31, 2021. Underwriting Agreement The Company granted the underwriters a 45-day option to purchase up to 3,750,000 additional Units to cover over-allotments at the Initial Public Offering price, less the underwriting discounts and commissions. The underwriters elected not to exercise the over-allotment option to purchase an additional 3,750,000 Units at a price of $10.00 per Unit. The over-allotment option expired on September 24, 2021. The underwriters were paid an underwriting fee of $5,000,000 on the day of the IPO. The underwriters are also entitled to a deferred fee of $0.35 per Unit, or $8,750,000 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

WARRANT LIABILITIES

6 Months Ended

11 Months Ended

Jun. 30, 2022

Dec. 31, 2021

WARRANT LIABILITIES

NOTE 7. WARRANT LIABILITIES

Once the warrants become exercisable, the Company may redeem the outstanding Public Warrants:

●

in whole and not in part;

●

at a price of $0.01 per Public Warrant;

●

upon not less than 30 days’ prior written notice of redemption to each warrant holder; and

●

NOTE 7. WARRANT LIABILITIES

Once the warrants become exercisable, the Company may redeem the outstanding Public Warrants:

●

in whole and not in part;

●

at a price of $0.01 per Public Warrant;

●

upon not less than 30 days’ prior written notice of redemption to each warrant holder; and

●

purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

STOCKHOLDERS' EQUITY

6 Months Ended

11 Months Ended

Jun. 30, 2022

Dec. 31, 2021

STOCKHOLDERS' EQUITY

NOTE 8. STOCKHOLDERS’ DEFICIT

Holders of Class A common stock and Class B common stock will vote together as a single class on all other matters submitted to a vote of stockholders, except as required by law.

NOTE 8. STOCKHOLDERS’ EQUITY

Preferred Stock — The Company is authorized to issue 1,000,000 shares of $0.001 par value preferred stock. At December 31, 2021, there were no shares of preferred stock issued or outstanding.

Class A Common Stock — The Company is authorized to issue 85,000,000 shares of Class A common stock with a par value of $0.001 per share. Holders of Class A common stock are entitled to one vote for each share. At December 31, 2021, there were 25,000,000 shares of Class A common stock issued and outstanding which are subject to possible redemption and are presented as temporary equity.

Class B Common Stock — The Company is authorized to issue up to 15,000,000 shares of Class B, $0.001 par value common stock. Holders of the Company’s common stock are entitled to one vote for each share. At December 31, 2021, there were 6,250,000 shares of Class B common stock issued and outstanding.

Holders of Class A common stock and Class B common stock will vote together as a single class on all other matters submitted to a vote of stockholders, except as required by law.

INCOME TAX

11 Months Ended

12 Months Ended

Dec. 31, 2021

INCOME TAX

Note 16. Income Taxes

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


	Year Ended		Year Ended
(Thousands)	December 31, 2021		December 31, 2020
U.S.		(28,573)		(147,196)
International		3,897		786
Loss before income taxes	$	(24,676)	$	(146,410)

Income tax expense (benefit) consisted of the following:


	Year Ended		Year Ended
(Thousands)	December 31, 2021		December 31, 2020
Current expense (benefit)
Federal	$	—	$	—
State		179		201
Foreign		(99)		510
Total current		80		711
Deferred expense (benefit)
Federal		(4,617)		(15,230)
State		(901)		(3,003)
Foreign		2,070		(23)
Total deferred		(3,448)		(18,256)
Income tax expense (benefit)	$	(3,368)	$	(17,545)

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


	Year Ended		Year Ended
(Thousands)	December 31, 2021		December 31, 2020
Income tax expense (benefit) at US statutory income tax rate	$	(5,182)	$	(30,746)
State income tax expense (benefit), net of federal benefit		(773)		(2,844)
Foreign rate differential		(304)		(179)
Goodwill impairment		—		16,624
Global intangible low-taxed income (“GILTI”) inclusion		1,095		22
Transaction costs		260		507
Other permanent differences		78		136
Step-up on C Corp conversion		—		(1,578)
Change in valuation allowance		632		513
Provision to return adjustments		(166)		—
Effect of change in foreign tax rates		1,181		—
Other		(189)		—
Income tax benefit	$	(3,368)	$	(17,545)
Effective tax rate		13.6%		12.0%

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, 2021		December 31, 2020
Deferred tax assets
Liabilities and reserves	$	3,501	$	3,471
Interest limitation		8,884		4,906
Net operating losses		8,850		8,049
Transaction expenses		79		187
Inventories		—		630
Other		711		789
Total		22,025		18,032
Valuation allowance		(1,145)		(513)
Total deferred tax assets, net	$	20,880	$	17,519
Deferred tax liabilities
Property, plant and equipment	$	(10,581)	$	(10,501)
Intangible assets		(29,221)		(30,699)
Derivatives		(4,451)		(2,426)
Inventories		(2,035)		—
Other		(107)		(205)
Total		(46,395)		(43,831)
Net deferred tax liability	$	(25,515)	$	(26,312)


(Thousands)	December 31, 2021		December 31, 2020
Beginning balance	$	513	$	—
Additions		632		513
Reductions		—		—
Ending Balance	$	1,145	$	513

INCOME TAX

NOTE 9. INCOME TAX

The Company’s net deferred tax assets at December 31, 2021 is as follows:


	December 31,
	2021
Deferred tax assets
Net operating loss carryforward	$	31,111
Startup/Organization Expenses		149,455
Unrealized gain/loss – Trust		(2,137)
Total deferred tax assets		178,429
Valuation Allowance		(178,429)
Deferred tax assets, net	$	—

The income tax provision for the period from February 4, 2021 (inception) through December 31, 2021 consists of the following:


	December 31,
	2021
Federal
Current	$	—
Deferred		(178,429)

State and Local
Current		—
Deferred		—

Change in valuation allowance		178,429

Income tax provision	$	—

As of December 31, 2021, the Company had $148,147 of U.S. federal net operating loss carryovers available to offset future taxable income. The net operating losses generated do not expire.

In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the period from February 4, 2021 (inception) through December 31, 2021, the change in the valuation allowance was $178,429.

A reconciliation of the federal income tax rate to the Company’s effective tax rate for the period from February 4, 2021 (inception) through December 31, 2021 is as follows:


	December 31,
	2021
Statutory federal income tax rate	21.0	%
State taxes, net of federal tax benefit	0.0	%
Change in fair value of warrants	(28.5)	%
Change in fair value of over-allotment liability	(0.4)	%
Transaction costs	4.8	%
Meals and entertainment	0.0	%
Valuation allowance	3.1	%
Income tax provision	0.0	%

The Company’s effective tax rates for the periods presented differ from the expected (statutory) rates due to the recording of full valuation allowances on deferred tax assets and permanent differences.

The Company files income tax returns in the U.S. federal jurisdiction. The Company’s tax returns for the year ended December 31, 2021 remain open and subject to examination. The Company considers Tennessee to be a significant state tax jurisdiction.

FAIR VALUE MEASUREMENTS

6 Months Ended

11 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

FAIR VALUE MEASUREMENTS

Note 12. Fair Value Measurements

●

Level 1 — Valuation is based upon quoted prices for identical instruments traded in active markets.

●

The following table summarizes the fair value of financial instruments at June 30, 2022:


	June 30, 2022
(Thousands)	Level 1		Level 2		Level 3		Total
Assets:
Green coffee associated with forward contracts	$	—	$	55,952	$	—	$	55,952
Forward sales contracts		—		14,990		—		14,990
Coffee options		702		—		—		702
Total	$	702	$	70,942	$	—	$	71,644

Liabilities:
Coffee futures contracts	$	829	$	—	$	—	$	829
Forward purchase contracts		—		6,754		—		6,754
Total	$	829	$	6,754	$	—	$	7,583

The following table summarizes the fair value of financial instruments at December 31, 2021:


	December 31, 2021
(Thousands)	Level 1		Level 2		Level 3		Total
Assets:
Green coffee associated with forward contracts	$	—	$	47,845	$	—	$	47,845
Coffee futures contracts		172		—		—		172
Forward sales contracts		—		13,593		—		13,593
Total	$	172	$	61,438	$	—	$	61,610

Liabilities:
Forward purchase contracts	$	—	$	14,021	$	—	$	14,021
Total	$	—	$	14,021	$	—	$	14,021

Note 22. Fair Value Measurements

●

Level 1 — Valuation is based upon quoted prices for identical instruments traded in active markets.

●

The following table summarizes the fair value of financial instruments at December 31, 2021:


	Year Ended December 31, 2021
(Thousands)	Level 1		Level 2		Level 3		Total
Assets:
Green coffee associated with forward contracts	$	—	$	47,845	$	—	$	47,845
Coffee futures contracts		172		—		—		172
Forward sales contracts		—		13,593		—		13,593
Coffee options		—		—		—		—
Total	$	172	$	61,438	$	—	$	61,610

Liabilities:
Forward purchase contracts	$	—	$	14,021	$	—	$	14,021
Total	$	—	$	14,021	$	—	$	14,021

The following table summarizes the fair value of financial instruments at December 31, 2020:


	Year Ended December 31, 2020
(Thousands)	Level 1		Level 2		Level 3		Total
Assets:
Green coffee associated with forward contracts	$	—	$	26,212	$	—	$	26,212
Coffee futures contracts		2,091		—		—		2,091
Forward sales contracts		—		9,526		—		9,526
Coffee options		646		—		—		646
Total	$	2,737	$	35,738	$	—	$	38,475

Liabilities:
Forward purchase contracts	$	—	$	3,397	$	—	$	3,397
Total	$	—	$	3,397	$	—	$	3,397

Financial instruments consist primarily of cash, accounts receivable, accounts payable, and long-term debt. The carrying amount of cash, accounts receivable and accounts payable was estimated by management to approximate fair value due to the relatively short period of time to maturity for those instruments. In November 2021, we amended our Term Loan Agreement and our ABL Facility, which comprise our material long-term debt obligations. As there was no re-pricing of those obligations in connection with the amendments, the carrying amount of these obligations was estimated by management to approximate fair value as of December 31, 2021. The Term Loan Agreement and ABL Facility are carried on the Consolidated Balance Sheet at amortized costs. The fair value of the Term Loan Agreement and ABL Faciality was determined based on Level 2 inputs under the fair value hierarchy. Due to the LIBOR-based nature of the Term Loan and ABL Facility, and because the obligations were outstanding for less than 12 months, the carrying amount of these obligations was estimated by management to approximate fair value as of December 31, 2020.

FAIR VALUE MEASUREMENTS

NOTE 9. FAIR VALUE MEASUREMENTS


		June 30,		December 31,
Description	Level	2022		2021
Assets:
Marketable securities held in Trust Account	1	$	250,257,574	$	250,035,732

Liabilities:
Warrant liability – Public Warrants	1	$	12,092,500	$	6,629,871
Warrant liability – Private Placement Warrants	3	$	7,241,640	$	3,933,105

of the Public Warrants from the Units on August 10, 2021, the close price of the Public Warrant price will be used as the fair value as of each relevant date.

The following table provides quantitative information regarding Level 3 fair value measurements:


	June 30,			December 31,
	2022			2021
	Private Warrants			Private Warrants
Stock price	$	9.93		$	9.74
Exercise price	$	11.50		$	11.50
Expected term (in years)		5.0			5.0
Volatility		13.6	%		10.7	%
Risk-free rate		2.98	%		1.25	%
Dividend yield		0.0	%		0.00	%

The following table presents the changes in the fair value of Level 3 warrant liabilities:


	Private				Warrant
	Placement		Public		Liabilities
Fair value as of January 1, 2022	$	3,933,105	$	—	$	3,933,105
Change in valuation inputs or other assumptions		3,308,535		—		3,308,535
Fair value as of June 30, 2022	$	7,241,640	$	—	$	7,241,640

NOTE 10. FAIR VALUE MEASUREMENTS


		December 31,
Description	Level	2021
Assets:
Marketable securities held in Trust Account	1	$	250,035,732

Liabilities:
Warrant liability – Public Warrants	1	$	6,629,871
Warrant liability – Private Placement Warrants	3	$	3,933,105

The following table provides the key inputs into the binomial lattice model:


	August 10,
	2021 (Initial
	Measurement)
	Public and Private
	Warrants
Stock price	$	9.44
Exercise price	$	11.50
Expected term (in years)		5.0
Volatility		16.9	%
Risk-free rate		0.87	%
Dividend yield		0.0	%


	December 31,
	2021
	Private Warrants
Stock price	$	9.74
Exercise price	$	11.50
Expected term (in years)		5.0
Volatility		10.7	%
Risk-free rate		1.25	%
Dividend yield		0.00	%

The following table presents the changes in the fair value of Level 3 warrant liabilities:


	Private				Warrant
	Placement		Public		Liabilities
Fair value as of February 4, 2021 (inception)	$	—	$	—	$	—
Initial measurement on August 10, 2021		6,882,000		11,375,000		18,257,000
Change in valuation inputs or other assumptions		(2,948,895)		(3,000,000)		(5,948,895)
Transfer to level 1		—		(8,375,000)		(8,375,000)
Fair value as of December 31, 2021	$	3,933,105	$	—	$	3,933,105

Cash and Cash Equivalents

SUBSEQUENT EVENTS	6 Months Ended	11 Months Ended	12 Months Ended
SUBSEQUENT EVENTS	Jun. 30, 2022	Dec. 31, 2021	Dec. 31, 2021
SUBSEQUENT EVENTS	Note 18. Subsequent Events On August 26, 2022, in accordance with the Transaction Agreement, the Company completed its previously announced de-SPAC merger transaction with Riverview. The Company issued 6,618,151 shares of Common Stock to shareholders of Riverview, receiving $66.3 million of the cash held in the trust account of Riverview. The 6,618,151 shares include 1,910,000 shares issued to PIPE investors who elected to satisfy their PIPE commitments through the purchase of Riverview Class A Shares on the public market, as permitted under the terms of their subscription agreements. As a part of the Transaction, Westrock converted from a Delaware limited liability company to a Delaware corporation and the Company changed its corporate name from “Westrock Coffee Holdings, LLC” to “Westrock Coffee Company.” Substantially concurrently with the closing of the Transaction, the Company has received $230.9 million in gross proceeds (which amount includes the contribution to the Company of the Subordinated Notes and the Convertible Note, defined below) from PIPE Financing and has entered into a credit agreement among the Company, WBS, as the borrower, Wells Fargo Bank, N.A. as administrative agent, as collateral agent, and as swingline leader, Wells Fargo Securities, LLC, as sustainability structuring agent, and each issuing bank and lender party thereto, that includes (a) the Revolving Credit Facility in an initial aggregate principal amount of $175.0 million, under which there were no outstanding borrowings as of August 29, 2022, and (b) the Term Loan Facility in an initial aggregate principal amount of $175.0 million. Proceeds from the Transaction and the Term Loan Facility were used, in part, to retire borrowings under the Company’s existing term loan agreement and asset-based lending facility. The Revolving Credit Facility and the Term Loan Facility will mature on August 29, 2027. In connection with the Transaction, on July 14, 2022, and as discussed within Note 10, pursuant to the terms of the subscription agreement entered into between the Company and Wooster, in which Wooster agreed to subscribe for and purchase, and the Company agreed to issue and sell to Wooster, prior to and substantially concurrently with the closing of the Transaction, an aggregate of 2,150,000 shares of Common Stock at a purchase price of $10.00 per share, for aggregate gross proceeds of $21,500,000 to the Company, Wooster pre-funded $11.7 million of its commitment (the “Wooster Pre-fund”) and in exchange thereof was issued a subordinated convertible note by the Company (the “Convertible Note”). The Convertible Note had a principal amount of $11.7 million, a maturity of one year and an interest rate of 8% per annum which was payable quarterly on the last business day of each quarter. On August 26, 2022, in connection with the closing of the Transaction, the Convertible Note automatically converted, in accordance with its terms, into 1,170,000 shares of Common Stock.		Note 24. Subsequent Events The Company has evaluated subsequent events through March 11, 2022, the date the financial statements were initially available to be issued. On February 28, 2022 Falcon amended its working capital trade finance facility to extend the maturity of the facility to March 31, 2022 (see Note 13). Events Subsequent to Original Issuance of Financial Statements (Unaudited) On April 4, 2022, the Company entered into a definitive agreement with Riverview Acquisition Corp. (“Riverview”), a publicly traded special purpose acquisition company, in which the Company and Riverview will merge (the “Transaction”). As a part of the Transaction, Westrock will convert into a Delaware corporation (the “New Company”), and Riverview shareholders will have the right to receive shares of the New Company, which are expected to be listed on the Nasdaq. In connection with the Transaction, the Company has received $250 million in common stock PIPE commitments at $10 per share and has secured a financing commitment from Wells Fargo for a $300 million Senior Secured Pro Rata Credit Facility, including a $150 million term loan and a $150 million revolving loan commitment. The Transaction is subject to customary closing conditions, including approval by Riverview shareholders, and is expected to close during the third quarter of 2022. On March 16, 2022 Falcon refinanced its working capital trade finance facility. The facility was transferred to different lenders with the same terms as the previous facility. The new facility is uncommitted, repayable on demand and secured by Falcon’s assets. The facility is renewable on an annual basis beginning in March 2023. Pursuant to the terms of the subscription agreement entered into by the Company and Wooster, pursuant to which Wooster has agreed to subscribe for and purchase, and the Company has agreed to issue and sell to Wooster, an aggregate of 2,150,000 shares of common stock of the Company at a price of $10.00 per share, for aggregate gross proceeds of $21,500,000, on July 14, 2022, 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 has a principal amount of $11.7 million, will mature one year from the date of issuance (July 13, 2023), has an interest rate of 8% per annum which is payable quarterly on the last business day of each quarter, and will automatically convert at the closing of the Transaction into a number of shares of common stock of the New Company equal to the quotient of the principal amount of the Convertible Note then outstanding divided by $10.00. Any interest payment that is due and payable after December 31, 2022 on the Convertible Note is payable in kind and will be made by capitalizing such interest and increasing the principal amount of the Convertible Note by an amount equal to such interest. As of the date hereof, no interest or principal payment has been paid on the Convertible Note. On July 13, 2022, the Company entered into Amendment No. 6 to the Term Loan Agreement (the “Sixth Term Loan Amendment”) in order to permit Wooster Pre-fund. The Sixth Term Loan Amendment included the following modifications: (i) permitting the incurrence of subordinated debt from Wooster in the form of the Convertible Note; (ii) extending the PIK interest period to December 31, 2022; (iii) amending the definitions of EBITDA, Fixed Charge Coverage Ratio and Total Debt (which excludes the Convertible Note); and (iv) amending the level of the Minimum Liquidity covenant that the Company is required to comply with. The definition of EBITDA was modified to increase the cap on add-backs for the quarter ended June 30, 2022 and the quarter ended September 30, 2022 from 15% of EBITDA to 20% of EBITDA. The Wooster Pre-fund, together with the Sixth Term Loan Amendment, allowed the Company to meet increased capital expenditure and working capital needs of the business and to remain in compliance with its financial covenants as of June 30, 2022. As described in Note 2, the Company is dependent on its ability to generate cash flows from operations to finance its operations, service its debt requirements, maintain compliance with its covenants, and to fund capital requirements. If the Company is not able to generate sufficient cash flows from operations or is not able to maintain compliance with its financial covenants management will use its best efforts to raise additional capital or negotiate with its lenders to modify its covenants. As management’s ability to raise capital or amend its financial covenants cannot be assured, management has committed to either delay growth capital expenditures and/or reduce operating expenses, as necessary, or invoke the Capital Raise Agreement in order to have adequate liquidity and to remain in compliance with its debt covenants. The Capital Raise Agreement was entered into on November 22, 2021 in connection with the Fifth Term Loan Amendment (see Note 13) with affiliates of BBH, the Stephens Group, LLC, Wooster, Westrock Group, LLC, S-G Coffee, LLC (collectively, the “Capital Raise Investors”) and TCW Asset Management Company LLC, in its capacity as the agent for the term loan lenders party to the Fifth Term Loan Amendment. The Capital Raise Investors, together with their affiliates, are or were holders at the time of more than 5% of the Company’s outstanding voting securities. Pursuant to the terms of the Capital Raise Agreement, the Capital Raise Investors are required to make ‘required investments’ upon the occurrence of Trigger Events (as defined in the Capital Raise Agreement and including a bankruptcy default or a breach of the financial covenants without a cure). The Capital Raise Agreement is expected to terminate in connection with the closing of the Transaction and upon the extinguishment of the existing term loans of Westrock Coffee Company LLC, a wholly owned subsidiary of Westrock. If necessary, the Company will call on the remaining $20 million available under the Capital Raise Agreement, which will be required to be used to pay down debt, in order for the Company to maintain future compliance with the applicable covenants for at least the next twelve months from the date of reissuance of these financial statements. On July 13, 2022, the Company entered into Amendment No. 4 to the ABL Credit Agreement, which included the following modifications: (i) permitting the incurrence of the 2022 Wooster Debt and (ii) amending the definitions of EBITDA, Fixed Charge Coverage Ratio and Total Debt (which excludes the 2022 Wooster Debt). The definition of EBITDA was modified to increase the cap on add-backs for the quarter ended June 30, 2022 and the quarter ended September 30, 2022 from 15% of EBITDA to 20% of EBITDA.
CIK 0001846136 Riverview Acquisition Corp
SUBSEQUENT EVENTS	NOTE 10. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed financial statements were issued. Based upon this review, the Company did not identify any other subsequent events, other than noted below, that would have required adjustment or disclosure in the condensed financial statements.	NOTE 11. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statement.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

6 Months Ended

11 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Use of Estimates

Use of Estimates

Cash and Cash Equivalents

Income Taxes

Derivatives

Recently issued accounting pronouncements

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

Key estimates and judgements include the following:

(i)

(ii)

Cash and Cash Equivalents

Basis of Presentation

Emerging Growth Company

Use of Estimates

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the assumptions used in the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates.

Marketable Securities Held in Trust Account

Class A Common Stock Subject to Possible Redemption

At June 30, 2022 and December 31, 2021, the Class A common stock reflected in the condensed balance sheets are reconciled in the following table:


Gross proceeds	$	250,000,000
Less:
Proceeds allocated to Public Warrants		(11,375,000)
Class A common stock issuance costs		(13,084,631)
Plus:
Accretion of carrying value to redemption value		24,459,631
Class A common stock subject to possible redemption, December 31, 2021	$	250,000,000

Plus:
Accretion of carrying value to redemption value		122,787
Class A common stock subject to possible redemption, June 30, 2022	$	250,122,787

Class A Common Stock Subject to Possible Redemption

The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2021, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet.

At December 31, 2021, the Class A common stock reflected in the balance sheet are reconciled in the following table:


Gross proceeds	$	250,000,000
Less:
Proceeds allocated to Public Warrants		(11,375,000)
Class A common stock issuance costs		13,084,631
Plus:
Accretion of carrying value to redemption value		24,459,631
Class A common stock subject to possible redemption	$	250,000,000

Offering Costs

Offering costs consist of underwriting, legal, accounting and other expenses incurred through the Initial Public Offering that are directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities are expensed as incurred, presented as non-operating expenses in the statement of operations. Offering costs associated with the Class A common stock issued were initially charged to temporary equity and then accreted to common stock subject to redemption upon the completion of the Initial Public Offering. Offering costs amounted to $14,262,365, of which $13,600,399 were charged to stockholders’ equity upon the completion of the Initial Public Offering and $661,966 were expensed to the statement of operations as transaction costs. In addition, offering costs related to the Founder Shares issued to the anchor investors amounted to $8,762,500, of which $8,140,989 were charged to stockholders’ equity upon the completion of the Initial Public Offering and $621,511 were expensed to the statement of operations and included in transaction costs.

Warrant Liabilities

The Company accounts for the Public Warrants (as defined in Note 3) and the Private Placement Warrants (collectively, with the Public Warrants, the “Warrants”) in accordance with the guidance contained in ASC 815-40 under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjusts the Warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the statement of operations. The Warrants for periods where no observable traded price was available are valued using a binomial/lattice model. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant quoted market price was used as the fair value as of each relevant date.

Net income (Loss) per Common Share

The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts):


												For the Period from
												February 4, 2021
	Three Months Ended				Three Months Ended			Six Months Ended				(Inception) through
	June 30, 2022				June 30, 2021			June 30, 2022				June 30, 2021
	Class A		Class B		Class A		Class B	Class A		Class B		Class A		Class B
Basic and diluted net loss per common stock
Numerator:
Allocation of net loss, as adjusted	$	(8,447,152)	$	(2,111,788)	$	—	63	$	(8,309,212)	$	(2,077,303)	$	—	$	(8,413)
Denominator:
Basic and diluted weighted average shares outstanding		25,000,000		6,250,000		—	6,250,000		25,000,000		6,250,000		—		6,250,000
Basic and diluted net loss per common stock	$	(0.34)	$	(0.34)	$	—	—	$	(0.33)	$	(0.33)	$	—	$	—

Net income (Loss) per Common Share

The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants exceeded the fair value per common share. The warrants are exercisable to purchase 19,900,000 shares of Class A common stock in the aggregate. As of December 31, 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock

and then share in the earnings of the Company. As a result, diluted net income (loss) per common share is the same as basic net income (loss) per common share for the periods presented.

The following table reflects the calculation of basic and diluted net income per common share (in dollars, except per share amounts):


	For the Period from February
	4, 2021 (Inception) through
	December 31, 2021
	Class A		Class B
Basic and diluted net income per common stock
Numerator:
Allocation of net income, as adjusted	$	3,659,168	$	2,007,460
Denominator:
Basic and diluted weighted average shares outstanding		11,392,405		6,250,000
Basic and diluted net income per common stock	$	0.32	$	0.32

Concentration of Credit Risk

Fair Value of Financial Instruments

Fair value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature, except for the warrant liabilities (see Note 10).

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. Derivative instruments are initially recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the statement of operations. Derivative assets and liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.

Basic and Diluted Net Income (Loss) per Common Share

Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Recent Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

6 Months Ended

11 Months Ended

12 Months Ended

Jun. 30, 2022

Dec. 31, 2021


	Three Months Ended June 30,				Six Months Ended June 30,
(Thousands, except per unit data)	2022		2021		2022		2021
Diluted Earnings per Common Unit
Numerator:
Net loss attributable to common unitholders – basic	$	(12,858)	$	(12,203)	$	(24,471)	$	(24,376)
Impact of if-converted securities		—		—		—		—
Net loss attributable to common unitholders – diluted	$	(12,858)	$	(12,203)	$	(24,471)	$	(24,376)
Denominator:
Weighted-average common units outstanding– basic		332,209		329,043		331,195		328,062
Impact of if-converted securities		—		—		—		—
Effect of other dilutive securities		—		—		—		—
Weighted-average common units outstanding – diluted		332,209		329,043		331,195		328,062

Dilutive loss per common unit	$	(0.04)	$	(0.04)	$	(0.07)	$	(0.07)


	Year Ended		Year Ended
(Thousands, except per unit data)	December 31, 2021		December 31, 2020
Diluted Earnings per Common Unit
Numerator:
Net loss attributable to common unitholders – basic	$	(46,155)	$	(147,684)
PIK dividends on preferred units		—		—
Impact of if-converted securities		—		—
Net loss attributable to common unitholders – dilutive	$	(46,155)	$	(147,684)
Denominator:
Weighted-average common units outstanding – basic		328,557		325,983
Impact of if-converted securities		—		—
Effect of other dilutive securities		—		—
Weighted-average common units outstanding – dilutive		328,557		325,983

Dilutive loss per common unit	$	(0.14)	$	(0.45)

Class A ordinary shares subject to possible redemption

At June 30, 2022 and December 31, 2021, the Class A common stock reflected in the condensed balance sheets are reconciled in the following table:


Gross proceeds	$	250,000,000
Less:
Proceeds allocated to Public Warrants		(11,375,000)
Class A common stock issuance costs		(13,084,631)
Plus:
Accretion of carrying value to redemption value		24,459,631
Class A common stock subject to possible redemption, December 31, 2021	$	250,000,000

Plus:
Accretion of carrying value to redemption value		122,787
Class A common stock subject to possible redemption, June 30, 2022	$	250,122,787

At December 31, 2021, the Class A common stock reflected in the balance sheet are reconciled in the following table:


Gross proceeds	$	250,000,000
Less:
Proceeds allocated to Public Warrants		(11,375,000)
Class A common stock issuance costs		13,084,631
Plus:
Accretion of carrying value to redemption value		24,459,631
Class A common stock subject to possible redemption	$	250,000,000

Basic and Diluted Net Income (Loss) per Common Share

The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts):


												For the Period from
												February 4, 2021
	Three Months Ended				Three Months Ended			Six Months Ended				(Inception) through
	June 30, 2022				June 30, 2021			June 30, 2022				June 30, 2021
	Class A		Class B		Class A		Class B	Class A		Class B		Class A		Class B
Basic and diluted net loss per common stock
Numerator:
Allocation of net loss, as adjusted	$	(8,447,152)	$	(2,111,788)	$	—	63	$	(8,309,212)	$	(2,077,303)	$	—	$	(8,413)
Denominator:
Basic and diluted weighted average shares outstanding		25,000,000		6,250,000		—	6,250,000		25,000,000		6,250,000		—		6,250,000
Basic and diluted net loss per common stock	$	(0.34)	$	(0.34)	$	—	—	$	(0.33)	$	(0.33)	$	—	$	—

The following table reflects the calculation of basic and diluted net income per common share (in dollars, except per share amounts):


	For the Period from February
	4, 2021 (Inception) through
	December 31, 2021
	Class A		Class B
Basic and diluted net income per common stock
Numerator:
Allocation of net income, as adjusted	$	3,659,168	$	2,007,460
Denominator:
Basic and diluted weighted average shares outstanding		11,392,405		6,250,000
Basic and diluted net income per common stock	$	0.32	$	0.32

INCOME TAX (Tables)

11 Months Ended

12 Months Ended

Dec. 31, 2021

Schedule of Deferred Tax Assets and Liabilities [Table Text Block]


(Thousands)	December 31, 2021		December 31, 2020
Deferred tax assets
Liabilities and reserves	$	3,501	$	3,471
Interest limitation		8,884		4,906
Net operating losses		8,850		8,049
Transaction expenses		79		187
Inventories		—		630
Other		711		789
Total		22,025		18,032
Valuation allowance		(1,145)		(513)
Total deferred tax assets, net	$	20,880	$	17,519
Deferred tax liabilities
Property, plant and equipment	$	(10,581)	$	(10,501)
Intangible assets		(29,221)		(30,699)
Derivatives		(4,451)		(2,426)
Inventories		(2,035)		—
Other		(107)		(205)
Total		(46,395)		(43,831)
Net deferred tax liability	$	(25,515)	$	(26,312)

Income Tax Provision


	Year Ended		Year Ended
(Thousands)	December 31, 2021		December 31, 2020
Current expense (benefit)
Federal	$	—	$	—
State		179		201
Foreign		(99)		510
Total current		80		711
Deferred expense (benefit)
Federal		(4,617)		(15,230)
State		(901)		(3,003)
Foreign		2,070		(23)
Total deferred		(3,448)		(18,256)
Income tax expense (benefit)	$	(3,368)	$	(17,545)

Schedule of Effective Income Tax Rate Reconciliation [Table Text Block]


	Year Ended		Year Ended
(Thousands)	December 31, 2021		December 31, 2020
Income tax expense (benefit) at US statutory income tax rate	$	(5,182)	$	(30,746)
State income tax expense (benefit), net of federal benefit		(773)		(2,844)
Foreign rate differential		(304)		(179)
Goodwill impairment		—		16,624
Global intangible low-taxed income (“GILTI”) inclusion		1,095		22
Transaction costs		260		507
Other permanent differences		78		136
Step-up on C Corp conversion		—		(1,578)
Change in valuation allowance		632		513
Provision to return adjustments		(166)		—
Effect of change in foreign tax rates		1,181		—
Other		(189)		—
Income tax benefit	$	(3,368)	$	(17,545)
Effective tax rate		13.6%		12.0%

Schedule of Deferred Tax Assets and Liabilities [Table Text Block]


	December 31,
	2021
Deferred tax assets
Net operating loss carryforward	$	31,111
Startup/Organization Expenses		149,455
Unrealized gain/loss – Trust		(2,137)
Total deferred tax assets		178,429
Valuation Allowance		(178,429)
Deferred tax assets, net	$	—

Income Tax Provision


	December 31,
	2021
Federal
Current	$	—
Deferred		(178,429)

State and Local
Current		—
Deferred		—

Change in valuation allowance		178,429

Income tax provision	$	—

Schedule of Effective Income Tax Rate Reconciliation [Table Text Block]


	December 31,
	2021
Statutory federal income tax rate	21.0	%
State taxes, net of federal tax benefit	0.0	%
Change in fair value of warrants	(28.5)	%
Change in fair value of over-allotment liability	(0.4)	%
Transaction costs	4.8	%
Meals and entertainment	0.0	%
Valuation allowance	3.1	%
Income tax provision	0.0	%

FAIR VALUE MEASUREMENTS (Tables) - CIK 0001846136 Riverview Acquisition Corp

6 Months Ended

11 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Assets and Liabilities Measured at Fair Value on Recurring Basis


		June 30,		December 31,
Description	Level	2022		2021
Assets:
Marketable securities held in Trust Account	1	$	250,257,574	$	250,035,732

Liabilities:
Warrant liability – Public Warrants	1	$	12,092,500	$	6,629,871
Warrant liability – Private Placement Warrants	3	$	7,241,640	$	3,933,105


		December 31,
Description	Level	2021
Assets:
Marketable securities held in Trust Account	1	$	250,035,732

Liabilities:
Warrant liability – Public Warrants	1	$	6,629,871
Warrant liability – Private Placement Warrants	3	$	3,933,105

Level 3 Fair Value Measurements

The following table provides quantitative information regarding Level 3 fair value measurements:


	June 30,			December 31,
	2022			2021
	Private Warrants			Private Warrants
Stock price	$	9.93		$	9.74
Exercise price	$	11.50		$	11.50
Expected term (in years)		5.0			5.0
Volatility		13.6	%		10.7	%
Risk-free rate		2.98	%		1.25	%
Dividend yield		0.0	%		0.00	%


	August 10,
	2021 (Initial
	Measurement)
	Public and Private
	Warrants
Stock price	$	9.44
Exercise price	$	11.50
Expected term (in years)		5.0
Volatility		16.9	%
Risk-free rate		0.87	%
Dividend yield		0.0	%


	December 31,
	2021
	Private Warrants
Stock price	$	9.74
Exercise price	$	11.50
Expected term (in years)		5.0
Volatility		10.7	%
Risk-free rate		1.25	%
Dividend yield		0.00	%

Changes in Fair Value of Level 3 Warrant Liabilities

The following table presents the changes in the fair value of Level 3 warrant liabilities:


	Private				Warrant
	Placement		Public		Liabilities
Fair value as of January 1, 2022	$	3,933,105	$	—	$	3,933,105
Change in valuation inputs or other assumptions		3,308,535		—		3,308,535
Fair value as of June 30, 2022	$	7,241,640	$	—	$	7,241,640


	Private				Warrant
	Placement		Public		Liabilities
Fair value as of February 4, 2021 (inception)	$	—	$	—	$	—
Initial measurement on August 10, 2021		6,882,000		11,375,000		18,257,000
Change in valuation inputs or other assumptions		(2,948,895)		(3,000,000)		(5,948,895)
Transfer to level 1		—		(8,375,000)		(8,375,000)
Fair value as of December 31, 2021	$	3,933,105	$	—	$	3,933,105

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details) - CIK 0001846136 Riverview Acquisition Corp		6 Months Ended	11 Months Ended	12 Months Ended
	Aug. 10, 2021 USD ($) $ / shares shares	Jun. 30, 2022 USD ($) $ / shares	Dec. 31, 2021 USD ($) item $ / shares	Dec. 31, 2021 USD ($) $ / shares
Description of Organization and Business Operations [Abstract]
Gross proceeds from initial public offering			$ 245,000,000
Gross proceeds from private placement			7,400,000
Cash deposited in Trust Account	$ 250,000,000		$ 250,000,000
Cash deposited in Trust Account per Unit (in dollars per share) \| $ / shares	$ 10.00
Number of operating businesses included in initial Business Combination \| item			1
Percentage of fair market value held in Trust Account		80.00%	80.00%
Percentage of outstanding voting securities for post-transaction company to acquire or own in order to complete business combination		50.00%	50.00%
Net tangible asset threshold for redeeming Public Shares		$ 5,000,001	$ 5,000,001	$ 5,000,001
Percentage of Public Shares that would not be redeemed if Business Combination is not completed within Initial Combination Period		100.00%	100.00%
Period to redeem Public Shares if Business Combination is not completed within Initial Combination Period		10 days	10 days
Cash not held in Trust Account available for working capital		$ 796,388	$ 1,121,737	1,121,737
Minimum
Description of Organization and Business Operations [Abstract]
Percentage of Public Shares that can be redeemed without prior consent		20.00%
Period to complete Business Combination from closing of Initial Public Offering		18 months	18 months
Maximum
Description of Organization and Business Operations [Abstract]
Percentage of Public Shares that can be redeemed without prior consent			20.00%
Interest from Trust Account that can be held to pay dissolution expenses		$ 100,000	$ 100,000	$ 100,000
Distribution or redemption price per share (in dollars per share) \| $ / shares		$ 10.00	$ 10.00	$ 10.00
Initial Public Offering [Member]
Description of Organization and Business Operations [Abstract]
Units issued (in shares) \| shares	10.00
Gross proceeds from initial public offering			$ 250,000,000	$ 250,000,000
Transaction costs		$ 14,262,365	14,262,365	14,262,365
Underwriting fees		5,000,000	5,000,000	5,000,000
Deferred underwriting fees		8,750,000	8,750,000	8,750,000
Other offering cost		$ 512,365	$ 512,365	$ 512,365
Initial Public Offering [Member] \| Maximum
Description of Organization and Business Operations [Abstract]
Units issued (in shares) \| shares	2,490,000
Initial Public Offering [Member] \| Public Shares [Member]
Description of Organization and Business Operations [Abstract]
Units issued (in shares) \| shares	25,000,000
Share price (in dollars per share) \| $ / shares	$ 10.00
Gross proceeds from initial public offering	$ 250,000,000
Private Placement [Member] \| Private Placement Warrants [Member]
Description of Organization and Business Operations [Abstract]
Share price (in dollars per share) \| $ / shares	$ 1.00
Gross proceeds from initial public offering	$ 7,400,000
Warrants issued (in shares) \| shares	7,400,000
Gross proceeds from private placement	$ 7,400,000

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Cash and Cash Equivalents (Details) - USD ($)	Jun. 30, 2022	Dec. 31, 2021
CIK 0001846136 Riverview Acquisition Corp
Cash and Cash Equivalents [Abstract]
Cash equivalents	$ 0	$ 0

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Class A ordinary shares subject to possible redemption (Details) - CIK 0001846136 Riverview Acquisition Corp - USD ($)	6 Months Ended	11 Months Ended	12 Months Ended
	Jun. 30, 2022	Dec. 31, 2021	Dec. 31, 2021
Class A Ordinary Shares Subject To Possible Redemption [Abstract]
Gross proceeds		$ 245,000,000
Class A ordinary shares subject to possible redemption	$ 250,122,787	250,000,000	$ 250,000,000
Class A Common Stock [Member]
Class A Ordinary Shares Subject To Possible Redemption [Abstract]
Class A ordinary shares subject to possible redemption		250,000,000	250,000,000
Initial Public Offering [Member]
Class A Ordinary Shares Subject To Possible Redemption [Abstract]
Gross proceeds		250,000,000	250,000,000
Class A ordinary shares issuance costs	(14,262,365)	(14,262,365)	(14,262,365)
Plus: Accretion of carrying value to redemption value	122,787	24,459,631	24,459,631
Initial Public Offering [Member] \| Public Warrants [Member]
Class A Ordinary Shares Subject To Possible Redemption [Abstract]
Less: Proceeds allocated to Public Warrants		(11,375,000)	(11,375,000)
Initial Public Offering [Member] \| Class A Common Stock [Member]
Class A Ordinary Shares Subject To Possible Redemption [Abstract]
Class A ordinary shares issuance costs		(13,084,631)	(13,084,631)
Class A ordinary shares subject to possible redemption	$ 250,122,787	$ 250,000,000	$ 250,000,000

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Offering Costs (Details) - Initial Public Offering [Member] - CIK 0001846136 Riverview Acquisition Corp - USD ($)	6 Months Ended	11 Months Ended
	Jun. 30, 2022	Dec. 31, 2021
Offering Costs [Abstract]
Offering costs	$ 14,262,365	$ 14,262,365
Offering cost charged to shareholder equity	13,600,399	13,600,399
Offering cost expensed to statement of operations	661,966	661,966
Sponsor [Member]
Offering Costs [Abstract]
Offering costs	8,762,500	8,762,500
Offering cost charged to shareholder equity	8,140,989	8,140,989
Offering cost expensed to statement of operations	$ 621,511	$ 621,511

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Income Taxes (Details) - USD ($)	Jun. 30, 2022	Dec. 31, 2021	Dec. 31, 2020
Income Taxes [Abstract]
Unrecognized tax benefits		$ 100,000	$ 100,000
CIK 0001846136 Riverview Acquisition Corp
Income Taxes [Abstract]
Unrecognized tax benefits	$ 0	0
Accrued interest and penalties	$ 0	$ 0

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Net Loss Per Common Share (Details) - USD ($)

3 Months Ended

5 Months Ended

6 Months Ended

11 Months Ended

12 Months Ended

Jun. 30, 2022

Jun. 30, 2021

Jun. 30, 2022

Jun. 30, 2021

Dec. 31, 2021

Dec. 31, 2020

Weighted Average Number of Shares Outstanding, Diluted [Abstract]

Basic net income per common share (in dollars per share)

332,209,000

329,043,000

331,195,000

328,062,000

328,557,000

325,983,000

$ (0.04)

$ (0.07)

$ (0.14)

$ (0.45)

Diluted weighted average shares outstanding (in shares)

332,209,000

329,043,000

331,195,000

328,062,000

328,557,000

325,983,000

Diluted (in dollars per unit)

$ (0.04)

$ (0.07)

$ (0.14)

$ (0.45)

Warrants exercisable to purchase of aggregate class A common stock (in shares)

19,900,000

Class A Common Stock [Member] | CIK 0001846136 Riverview Acquisition Corp

Warrants exercisable to purchase of aggregate class A common stock (in shares)

19,900,000

Allocation of net income (loss), as adjusted

$ (8,447,152)

$ 0

$ (8,309,212)

$ 3,659,168

Weighted Average Number of Shares Outstanding, Diluted [Abstract]

Basic net income per common share (in dollars per share)

25,000,000

11,392,405

$ (0.34)

$ 0

$ (0.33)

$ 0.32

Diluted weighted average shares outstanding (in shares)

25,000,000

11,392,405

Diluted (in dollars per unit)

$ (0.34)

$ 0.00

$ (0.33)

$ 0.32

Class B Common Stock [Member] | CIK 0001846136 Riverview Acquisition Corp

Allocation of net income (loss), as adjusted

$ (2,111,788)

$ 63

$ (8,413)

$ (2,077,303)

$ 2,007,460

Weighted Average Number of Shares Outstanding, Diluted [Abstract]