0001104659-23-064235 | POS AM | XBRL Viewer

Fair Value Measurements

Note 15. Fair Value Measurements

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

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

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

●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 March 31, 2023:


	March 31, 2023
(Thousands)	Level 1		Level 2		Level 3		Total
Assets:
Green coffee associated with forward contracts	$	—	$	34,318	$	—	$	34,318
Forward purchase and sales contracts		—		13,390		—		13,390
Total	$	—	$	47,708	$	—	$	47,708

Liabilities:
Coffee futures contracts	$	302	$	—	$	—	$	302
Forward purchase and sales contracts		—		3,504		—		3,504
Westrock Public Warrants		28,538		—		—		28,538
Westrock Private Warrants		—		—		20,942		20,942
Total	$	28,840	$	3,504	$	20,942	$	53,286

The following table presents the change in fair value of Level 3 Westrock Private Warrant liabilities:


(Thousands)	Westrock Private Warrants
Fair value as of December 31, 2022	$	28,342
Change in fair value		(7,400)
Fair value as of March 31, 2023	$	20,942

The following table summarizes the fair value of financial instruments at December 31, 2022:


	December 31, 2022
(Thousands)	Level 1		Level 2		Level 3		Total
Assets:
Green coffee associated with forward contracts	$	—	$	39,928	$	—	$	39,928
Forward purchase and sales contracts		—		15,053		—		15,053
Total	$	—	$	54,981	$	—	$	54,981

Liabilities:
Coffee futures contracts	$	3,334	$	—	$	—	$	3,334
Forward purchase and sales contracts		—		4,258		—		4,258
Westrock Public Warrants		27,179		—		—		27,179
Westrock Private Warrants		—		—		28,342		28,342
Total	$	30,513	$	4,258	$	28,342	$	63,113

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

transactions. As a result, green coffee associated with forward contracts and forward sales and purchase contracts are classified within Level 2 of the fair value hierarchy.

Westrock Public Warrants are valued based on their quoted market price of $2.43 and $2.27 per warrant as of March 31, 2023 and December 31, 2022, respectively. Westrock Private Warrants price of $2.83 and $3.83 per warrant as of March 31, 2023 and December 31, 2022, respectively, are valued using a binomial lattice valuation model, which is considered to be a Level 3 fair value measurement. The primary unobservable inputs were as follows:


	March 31, 2023			December 31, 2022
Stock price	$	12.24		$	13.36
Exercise price		11.50			11.50
Expected term (years)		5.00			5.00
Expected volatility		19.30	%		7.74	%
Risk-free rate of return		3.64	%		3.99	%
Dividend yield		0.00	%		0.00	%

The most significant of these primary unobservable inputs utilized in determining the fair value of the Westrock Private Warrants is the expected volatility of the stock price, which is determined by use of an option pricing model.

Non-financial assets and liabilities, including property, plant and equipment, goodwill and intangible assets are measured at fair value on a non-recurring basis. No events occurred during the three months ended March 31, 2023 and 2022, requiring these non-financial assets and liabilities to be subsequently recognized at fair value.

Note 15. Fair Value Measurements

●

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 December 31, 2022:


	December 31, 2022
(Thousands)	Level 1		Level 2		Level 3		Total
Assets:
Green coffee associated with forward contracts	$	—	$	39,928	$	—	$	39,928
Forward purchase and sales contracts		—		15,053		—		15,053
Total	$	—	$	54,981	$	—	$	54,981

Liabilities:
Coffee futures contracts	$	3,334	$	—	$	—	$	3,334
Forward purchase and sales contracts		—		4,258		—		4,258
Westrock Public Warrants		27,179		—		—		27,179
Westrock Private Warrants		—		—		28,342		28,342
Total	$	30,513	$	4,258	$	28,342	$	63,113

The following table presents the change in the fair value of Level 3 Westrock Private Warrants liabilities:


	Westrock
(Thousands)	Private Warrants
Fair value as of January 1, 2022	$	—
Assumption of warrants		11,618
Change in fair value		16,724
Fair value as of December 31, 2022	$	28,342

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


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

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

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

Westrock Public Warrants are valued based on their quoted market price of $2.27 per warrant as of December 31, 2022. Westrock Private Warrants price of $3.83 per warrant are valued using a binomial lattice valuation model, which is considered to be a Level 3 fair value measurement. The primary unobservable inputs were as follows:

	December 31, 2022
Stock price	$	13.36
Exercise price		11.50
Expected term (years)		5.00
Expected volatility		7.74	%
Risk-free rate of return		3.99	%
Dividend yield		0.00	%

Financial instruments consist primarily of cash, accounts receivable, accounts payable, and long-term debt. The carrying amount of cash, accounts receivable and accounts payable was estimated by management to approximate fair value due to the relatively short period of time to maturity for those instruments. On August 29, 2022, the Company entered into the Credit Agreement, which includes the Term Loan Facility and the Revolving Credit Facility. The Term Loan Facility and the Revolving Credit Facility are carried on the Consolidated Balance Sheets at amortized cost and are estimated by management to approximate fair value as of December 31, 2022. In November 2021, we amended our Prior Term Loan Agreement and our Prior ABL Credit Agreement, which comprised our material long-term debt obligations at December 31, 2021. As there was no re-pricing of those obligations in connection with the amendments, the carrying amount of these obligations was estimated by management to approximate fair value as of December 31, 2021. The Prior Term Loan Facility and the Prior ABL Facility were carried on the Consolidated Balance Sheets at amortized cost. The fair value of the Term Loan Facility, Revolving Credit Facility, Prior Term Loan Facility and the Prior ABL Facility was determined based on Level 2 inputs under the fair value hierarchy

Non-financial assets and liabilities, including property, plant and equipment, goodwill, and intangible assets are measured at fair value on a non-recurring basis. No events occurred during the years ended December 31, 2022 and 2021, requiring these non-financial assets and liabilities to be subsequently recognized at fair value. During the year ended December 31, 2020, we determined that goodwill and certain intangible assets required subsequent recognition at 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.

Inventories (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

Schedule of inventories


(Thousands)	March 31, 2023		December 31, 2022
Raw materials	$	67,388	$	66,925
Finished goods		27,851		21,232
Green coffee		47,337		57,679
Total inventories	$	142,576	$	145,836


(Thousands)	December 31, 2022		December 31, 2021
Raw materials	$	66,925	$	45,079
Finished goods		21,232		14,895
Green coffee		57,679		49,192
Total inventories	$	145,836	$	109,166

Income Taxes - Other (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Operating Loss Carryforwards
Valuation allowance	$ 1,600	$ 1,100
Operating loss carryforward	42,900
Uncertain tax position	100	$ 100
Undistributed earnings of certain foreign subsidiaries for investment	8,900
Provisions	0
Foreign
Operating Loss Carryforwards
Valuation allowance	6,900
Operating loss carryforward	5,500
2031 \| Federal
Operating Loss Carryforwards
Operating loss carryforward	38,500
2026 \| Foreign
Operating Loss Carryforwards
Operating loss carryforward	$ 5,900

Related Party Transactions

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

Related Party Transactions

Note 21. Related Party Transactions

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

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


	Three Months Ended March 31,
(Thousands)	2023		2022
Interest expense, net:
Brown Brothers Harriman		—		541
Wooster Capital		—		147
Jo Ellen Ford		—		53
Total	$	—	$	741

In connection with the acquisition of S&D Coffee, Inc. in February 2020, the Company entered into a Management Services Agreement with Westrock Group, LLC (“Westrock Group”), whose controlling manager and controlling member, Greenbrier Holdings, LLC, is owned and controlled by our co-founder and Chief Executive Officer Scott Ford. Under the terms of the agreement, which expired in February 2023, Westrock Group was paid $10.0 million in return for financial, managerial, operational, and strategic services. The associated expense is recorded within selling, general and administrative expense in our Condensed Consolidated Statements of Operations. The Company recognized $0.6 million and $0.8 million of such expenses during the three months ended March 31, 2023 and 2022, respectively. In addition, the Company reimburses Westrock Group for the usage of a corporate aircraft, and its portion of shared office space. For the three months ended March 31, 2023 and 2022, the Company recognized expenses of $0.3 million and $0.3 million, respectively, for such items, which are recorded in selling, general and administrative expenses in our Condensed Consolidated Statements of Operations. At March 31, 2023 and December 31, 2022, we had no amounts payable to Westrock Group.

Note 22. Related Party Transactions

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

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

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


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

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


	Year Ended December 31,
(Thousands)	2022		2021		2020
Interest expense, net:
Brown Brothers Harriman⁽¹⁾	$	541	$	1,393	$	1,509
Wooster Capital⁽²⁾		503		599		498
Jo Ellen Ford⁽¹⁾		139		214		178
Westrock Finance, LLC⁽²⁾		—		423		460
Total	$	1,183	$	2,629	$	2,645

(1)	Related through common ownership.

(2)	Related through common ownership and management.

In connection with the acquisition of S&D in February 2020, the Company entered into a Management Services Agreement with Westrock Group, LLC (“Westrock Group”), which expired February 2023. Under the terms of the agreement, Westrock Group will be paid $10.0 million in return for financial, managerial, operational, and strategic services. The associated expense is recorded within selling, general and administrative expense in our Consolidated Statements of Operations. During each year ended December 31, 2022, 2021 and 2020, the Company recognized $3.3 million, $3.3 million and $2.8 million, respectively, of such expenses. In addition, the Company reimburses Westrock Group for the usage of a corporate aircraft, and its portion of shared office space. For the years ended December 31, 2022, 2021 and 2020, the Company incurred expenses of $0.9 million, $0.8 million and $1.5 million, respectively, for such items, which are recorded in selling, general and administrative expenses on our Consolidated Statements of Operations. At December 31, 2022, we had no amounts payable to Westrock Group.

Goodwill (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
Goodwill (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022	Dec. 31, 2020	Aug. 26, 2022	Dec. 31, 2021	Dec. 31, 2019
Changes in goodwill
Goodwill, Beginning balance	$ 113,999	$ 97,053	$ 14,616
Acquisitions	1,948	16,946	159,320
Measurement period adjustments	143
Impairments		0	(76,883)
Changes during the period:		16,946	97,053
Goodwill, Ending balance	116,090	113,999	97,053
Goodwill, Impaired and Accumulated Impairment Loss
Gross goodwill	192,973	190,882	173,936		$ 173,936
Accumulated impairment loss	(76,883)	(76,883)	(76,883)		(76,883)	$ (6,600)
Goodwill	116,090	113,999	97,053	$ 0	97,053	14,616
Beverage Solutions
Changes in goodwill
Goodwill, Beginning balance	113,999	97,053	14,616
Acquisitions	1,948	16,946	159,320
Measurement period adjustments	143
Impairments			(76,883)
Changes during the period:		16,946	97,053
Goodwill, Ending balance	116,090	113,999	97,053
Goodwill, Impaired and Accumulated Impairment Loss
Gross goodwill	192,973	190,882	173,936		173,936
Accumulated impairment loss	(76,883)	(76,883)	(76,883)		(76,883)
Goodwill	$ 116,090	$ 113,999	$ 97,053		$ 97,053	$ 14,616

SCHEDULE I - PARENT COMPANY ONLY - CONDENSED BALANCE SHEETS (Details) - USD ($)	Mar. 31, 2023	Dec. 31, 2022	Aug. 26, 2022	Dec. 31, 2021
Preferred Stock, Par Value	$ 0.01	$ 0.01		$ 0.01
Preferred Stock, Authorized (in shares)	26,000,000	26,000,000		26,000,000
Preferred Stock, Shares Issued (in shares)	0	0		0
Preferred Stock, Shares outstanding (in shares)	0	0		0
Common units : Par Value (in dollars per unit)	$ 0.01	$ 0.01		$ 0.00
Common stock, Shares Authorized (In shares)	300,000,000	300,000,000		39,389,000
Common stock, Shares Issued (In shares)	75,628,000	75,020,000		34,523,000
Common stock, Shares Outstanding (In shares)	75,628,000	75,020,000		34,523,000
PARENT COMPANY ONLY
Preferred Stock, Par Value		$ 0.01		$ 0.01
Preferred Stock, Authorized (in shares)		26,000,000		26,000,000
Preferred Stock, Shares Issued (in shares)		0		0
Preferred Stock, Shares outstanding (in shares)		0		0
Common units : Par Value (in dollars per unit)		$ 0.01		$ 0.00
Common stock, Shares Authorized (In shares)		300,000,000		39,389,000
Common stock, Shares Issued (In shares)		75,020,000		34,523,000
Common stock, Shares Outstanding (In shares)		75,020,000		34,523,000
Series A Preferred Shares
Redeemable Common Preferred Shares, Issued (in shares)	23,587,952		23,587,952
Series A Redeemable Common Equivalent Preferred Units
Redeemable Common Preferred Units, Par Value (in dollars per unit)		$ 0.00		$ 0.00
Redeemable Common Preferred Units Authorized (in units)		222,150,000		222,150,000
Redeemable Common Preferred Shares, Issued (in shares)		0		222,150,000
Redeemable Common Preferred Units Outstanding (in units)		0		222,150,000
Series A Redeemable Common Equivalent Preferred Units \| PARENT COMPANY ONLY
Redeemable Common Preferred Units, Par Value (in dollars per unit)		$ 0.00		$ 0.00
Redeemable Common Preferred Units Authorized (in units)		222,150,000		222,150,000
Redeemable Common Preferred Shares, Issued (in shares)		0		222,150,000
Redeemable Common Preferred Units Outstanding (in units)		0		222,150,000
Series B Redeemable Common Equivalent Preferred Units
Redeemable Common Preferred Units, Par Value (in dollars per unit)		$ 0.00		$ 0.00
Redeemable Common Preferred Units Authorized (in units)		17,000,000		17,000,000
Redeemable Common Preferred Shares, Issued (in shares)		0		17,000,000
Redeemable Common Preferred Units Outstanding (in units)		0		17,000,000
Series B Redeemable Common Equivalent Preferred Units \| PARENT COMPANY ONLY
Redeemable Common Preferred Units, Par Value (in dollars per unit)		$ 0.00		$ 0.00
Redeemable Common Preferred Units Authorized (in units)		17,000,000		17,000,000
Redeemable Common Preferred Shares, Issued (in shares)		0
Redeemable Common Preferred Units Outstanding (in units)		0		17,000,000
Series A Redeemable Common Equivalent Preferred Shares [Member]
Redeemable Common Preferred Units, Par Value (in dollars per unit)	$ 0.01	$ 0.01		$ 0.01
Redeemable Common Preferred Units Authorized (in units)	24,000,000	24,000,000		24,000,000
Redeemable Common Preferred Shares, Issued (in shares)	23,566,000	23,588,000		23,588,000
Redeemable Common Preferred Units Outstanding (in units)	23,566,000	23,588,000		23,588,000
Temporary Equity, Liquidation Preference	$ 11.50	$ 11.50		$ 11.50
Series A Redeemable Common Equivalent Preferred Shares [Member] \| PARENT COMPANY ONLY
Redeemable Common Preferred Units, Par Value (in dollars per unit)		$ 0.01		$ 0.01
Redeemable Common Preferred Units Authorized (in units)		24,000,000		24,000,000
Redeemable Common Preferred Shares, Issued (in shares)		23,588,000		23,588,000
Redeemable Common Preferred Units Outstanding (in units)		23,588,000		23,588,000
Temporary Equity, Liquidation Preference		$ 11.50		$ 11.50

INITIAL PUBLIC OFFERING (Details) - $ / shares	Aug. 10, 2021	Aug. 26, 2022
Initial Public Offering [Abstract]
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right		1
Class of Warrant or Right, Exercise Price of Warrants or Rights		$ 11.50
Initial Public Offering [Member] \| CIK 0001846136 Riverview Acquisition Corp
Initial Public Offering [Abstract]
Units issued (in shares)	10.00
Initial Public Offering [Member] \| CIK 0001846136 Riverview Acquisition Corp \| Maximum
Initial Public Offering [Abstract]
Units issued (in shares)	2,490,000
Initial Public Offering [Member] \| Public Shares [Member] \| CIK 0001846136 Riverview Acquisition Corp
Initial Public Offering [Abstract]
Units issued (in shares)	25,000,000
Share price (in dollars per share)	$ 10.00
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 11.50
Initial Public Offering [Member] \| Public Warrants [Member] \| CIK 0001846136 Riverview Acquisition Corp
Initial Public Offering [Abstract]
Number of securities called by each unit (in shares)	0.50
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 11.50
Initial Public Offering [Member] \| Common Class A [Member] \| CIK 0001846136 Riverview Acquisition Corp
Initial Public Offering [Abstract]
Number of securities called by each unit (in shares)	1
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right	1

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

Income Taxes - Income tax expense (benefit) (Details) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Current Federal, State and Local, Tax Expense (Benefit)
State			$ 529	$ 179	$ 201
Foreign			1,619	(99)	510
Total current			2,148	80	711
Deferred expense (benefit)
Federal			173	(4,617)	(15,230)
State			81	(901)	(3,003)
Foreign			(2,291)	2,070	(23)
Total deferred	$ (4,359)	$ (1,584)	(2,037)	(3,448)	(18,256)
Income tax expense (benefit)	$ (4,359)	$ (1,584)	$ 111	$ (3,368)	$ (17,545)

FAIR VALUE MEASUREMENTS (Tables)

3 Months Ended

6 Months Ended

11 Months Ended

12 Months Ended

Mar. 31, 2023

Jun. 30, 2022

Dec. 31, 2021

Dec. 31, 2022

Fair Value Measurement Inputs and Valuation Techniques [Table Text Block]

	December 31, 2022
Stock price	$	13.36
Exercise price		11.50
Expected term (years)		5.00
Expected volatility		7.74	%
Risk-free rate of return		3.99	%
Dividend yield		0.00	%

Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block]


(Thousands)	Westrock Private Warrants
Fair value as of December 31, 2022	$	28,342
Change in fair value		(7,400)
Fair value as of March 31, 2023	$	20,942


	Westrock
(Thousands)	Private Warrants
Fair value as of January 1, 2022	$	—
Assumption of warrants		11,618
Change in fair value		16,724
Fair value as of December 31, 2022	$	28,342

Assets and Liabilities Measured at Fair Value on Recurring Basis

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 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

Fair Value Measurement Inputs and Valuation Techniques [Table Text Block]


	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	%

Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block]


	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

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
Net loss	$ (4,326)	$ (4,705)	$ (55,461)	$ (21,308)	$ (128,865)
Other comprehensive income (loss), net of tax:
Unrealized gain (loss) on derivative instruments	2,240	(4,860)	(18,114)	8,178	3,581
Foreign currency translation adjustment	(18)		(7)	20	239
Total other comprehensive income (loss)	2,222	(4,860)	(18,121)	8,198	3,820
Comprehensive loss	(2,104)	(9,565)	(73,582)	(13,110)	(125,045)
Comprehensive income attributable to non-controlling interests	15	171	(276)	639	306
Comprehensive loss attributable to shareholders	(2,119)	(9,736)	(73,306)	(13,749)	(125,351)
Accretion of Series A Convertible Preferred Shares	(429)		(1,316)
Loss on extinguishment of Redeemable Common Equivalent Preferred Units, net			(2,870)
Common equivalent preferred dividends			(4,380)
Accumulating preferred dividends		(6,737)	(13,882)	(24,208)	(18,513)
Comprehensive loss attributable to common shareholders	$ (2,548)	$ (16,473)	$ (95,754)	$ (37,957)	$ (143,864)

Goodwill

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

Goodwill.

Note 9. Goodwill

The following table reflects the carrying amount of goodwill as of March 31, 2023 and December 31, 2022:


	Beverage
(Thousands)	Solutions		Total
Balance at December 31, 2022
Goodwill	$	190,882	$	190,882
Accumulated impairment loss		(76,883)		(76,883)
		113,999		113,999
Changes during the period:
Acquisitions		1,948		1,948
Measurement period adjustments		143		143

Balance at March 31, 2023
Goodwill		192,973		192,973
Accumulated impairment loss		(76,883)		(76,883)
	$	116,090	$	116,090

Note 10. Goodwill

Changes in the carrying amount of goodwill occurring during the years ended December 31, 2022 and 2021 were as follows:


	Beverage
(Thousands)	Solutions		Total
Balance at December 31, 2019
Goodwill	$	14,616	$	14,616
Changes during the period:
Acquisitions		159,320		159,320
Impairments		(76,883)		(76,883)
		97,053		97,053
Balance at December 31, 2020
Goodwill	$	173,936	$	173,936
Accumulated impairment loss		(76,883)		(76,883)
		97,053		97,053
Balance at December 31, 2021
Goodwill	$	173,936	$	173,936
Accumulated impairment loss		(76,883)		(76,883)
		97,053		97,053
Changes during the period:
Acquisitions		16,946		16,946
		16,946		16,946
Balance at December 31, 2022
Goodwill	$	190,882	$	190,882
Accumulated impairment loss		(76,883)		(76,883)
	$	113,999	$	113,999

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Additional Information (Details)	Dec. 31, 2021 USD ($)
CIK 0001846136 Riverview Acquisition Corp
Federal depository insurance coverage	$ 250,000

Equity-Based Compensation (Tables)

3 Months Ended

Mar. 31, 2023

Schedule of number of unvested restricted stock awards


		Average Fair
	Units	Market Value
Outstanding at December 31, 2022	1,127,000	$	11.49
Granted	1,093,471		11.93
Forfeited	(10,772)		11.57
Vested	—		—
Outstanding at March 31, 2023	2,209,699	$	11.71

Derivatives

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

Derivatives

Note 14. 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 (loss) (“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 three months ended March 31, 2023 or 2022.

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

The notional amount for the coffee futures contracts that were designated and qualified for our commodity cash flow hedging program was 5.6 million pounds and 29.2 million pounds as of March 31, 2023 and December 31, 2022, respectively. During the three months ended March 31, 2023 and 2022, the Company purchased coffee futures contracts and coffee options contracts under our cash flow hedging program with aggregate notional amounts of 8.4 million pounds and 41.3 million pounds, respectively.

Approximately $0.7 million of net realized losses and $4.1 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 months ended March 31, 2023 and 2022, respectively. As of March 31, 2023, the estimated amount of net losses reported in AOCI that is expected to be reclassified to the Condensed Consolidated Statements of Operations within the next twelve months is $3.3 million.

Within our Sustainable Sourcing & Traceability segment, the Company’s forward sales and forward purchase contracts are for physical delivery of green coffee in a future period. While the Company considers these contracts to be effective economic hedges, the Company does not designate or account for forward sales or forward purchase contracts as hedges as defined under current

accounting standards. See Note 5 for a description of the treatment of realized and unrealized gains and losses on forward sales and forward purchase contracts.

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


(Thousands)	Balance Sheet Location	March 31, 2023		December 31, 2022
Derivative assets not designated as cash flow hedging instruments:
Forward purchase and sales contracts	Derivative assets	$	13,390	$	15,053
Total derivative assets		$	13,390	$	15,053

Derivative liabilities designated as cash flow hedging instruments:
Coffee futures contracts⁽¹⁾	Derivative liabilities	$	302	$	3,334
Total		$	302	$	3,334

Derivative liabilities not designated as cash flow hedging instruments:
Forward purchase and sales contracts	Derivative liabilities	$	3,504	$	4,258
Total derivative liabilities		$	3,806	$	7,592

(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 as of March 31, 2023 and March 31, 2022:


		Three Months Ended March 31,
(Thousands)	Statement of Operations Location	2023		2022
Derivative assets designated as cash flow hedging instruments:
Net realized gains (losses) on coffee derivatives	Costs of sales	$	(721)	$	4,129

Derivative assets and liabilities not designated as cash flow hedging instruments:
Net unrealized gains (losses) on forward sales and purchase contracts	Costs of sales	$	(1,028)	$	6,945

Note 14. Derivatives

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

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 notional amount for the coffee futures contracts that were designated and qualified for our commodity cash flow hedging program was 29.2 million pounds and 7.9 million pounds as of December 31, 2022 and 2021, respectively. During the years ended December 31, 2022 and 2021, the Company purchased coffee futures contracts and coffee options contracts under our cash flow hedging program with aggregate notional amount of 98.6 million pounds and 105.5 million pounds, respectively.

Approximately $13.1 million, $7.2 million and $1.7 million of net realized gains, representing the effective portion of the cash-flow hedge, were subsequently reclassified from AOCI to earnings and recognized in cost of sales in the Consolidated Statements of Operations for the years ended December 31, 2022, 2021 and 2020, respectively. As of December 31, 2022, the estimated amount of net gains reported in AOCI that is expected to be reclassified to the Consolidated Statements of Operations within the next twelve months is $12.3 million.

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


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

Derivative assets not designated as cash flow hedging instruments:
Forward purchase and sales contracts	Derivative assets	$	15,053	$	13,593
Total			15,053		13,593
Total derivative assets		$	15,053	$	13,765

Derivative liabilities designated as cash flow hedging instruments:
Coffee futures contracts⁽¹⁾	Derivative liabilities	$	3,334	$	—
Total		$	3,334	$	—

Derivative liabilities not designated as cash flow hedging instruments:
Forward purchase and sales contracts	Derivative liabilities	$	4,258	$	14,021
Total			4,258		14,021
Total derivative liabilities		$	7,592	$	14,021

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

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


		Year Ended December 31,
(Thousands)	Statement of Operations Location	2022		2021		2020
Derivative assets designated as cash flow hedging instruments:
Net realized gains (losses) on coffee derivatives	Costs of sales	$	13,094	$	7,197	$	1,746

Derivative assets and liabilities not designated as cash flow hedging instruments:
Net unrealized gains (losses) on forward sales and purchase contracts	Costs of sales	$	8,828	$	(4,799)	$	2,176

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).

BALANCE SHEET (Parenthetical) - $ / shares	12 Months Ended
BALANCE SHEET (Parenthetical) - $ / shares	Dec. 31, 2021	Mar. 31, 2023	Dec. 31, 2022	Jun. 30, 2022
Stockholders' Deficit
Preferred Stock, Par or Stated Value Per Share	$ 0.01	$ 0.01	$ 0.01
Preferred Stock, Shares Authorized	26,000,000	26,000,000	26,000,000
Preferred Stock, Shares Issued	0	0	0
Preferred Stock, Shares Outstanding	0	0	0
Common Stock, Shares Authorized	39,389,000	300,000,000	300,000,000
Common Stock, Shares, Issued	34,523,000	75,628,000	75,020,000
Common Stock, Shares, Outstanding	34,523,000	75,628,000	75,020,000
CIK 0001846136 Riverview Acquisition Corp
Stockholders' Deficit
Preferred Stock, Par or Stated Value Per Share	$ 0.001			$ 0.001
Preferred Stock, Shares Authorized	1,000,000			1,000,000
Preferred Stock, Shares Issued	0			0
Preferred Stock, Shares Outstanding	0			0
Common Class A [Member] \| CIK 0001846136 Riverview Acquisition Corp
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	85,000,000			85,000,000
Common Stock, Shares, Issued	0			0
Common Stock, Shares, Outstanding	0			0
Common Class B [Member] \| CIK 0001846136 Riverview Acquisition Corp
Stockholders' Deficit
Common Stock, Par or Stated Value Per Share	$ 0.001			$ 0.001
Common Stock, Shares Authorized	15,000,000			15,000,000
Common Stock, Shares, Issued	6,250,000			6,250,000
Common Stock, Shares, Outstanding	6,250,000			6,250,000
Common stock, shares forfeited (in shares)	937,500

STATEMENT OF CASH FLOWS - USD ($)	2 Months Ended	3 Months Ended			5 Months Ended	6 Months Ended	11 Months Ended	12 Months Ended
STATEMENT OF CASH FLOWS - USD ($)	Mar. 31, 2021	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2021	Jun. 30, 2021	Jun. 30, 2022	Dec. 31, 2021	Dec. 31, 2022	Dec. 31, 2021
Net Cash Provided by (Used in) Operating Activities [Abstract]
Net income			$ (4,876,000)					$ (55,185,000)	$ (21,947,000)
Adjustments to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities [Abstract]
Fair Value Adjustment of Warrants								29,675,000
Prepaid expenses and other current assets
Net cash used in operating activities			(38,400,000)					(56,628,000)	2,877,000
Net Cash Provided by (Used in) Investing Activities [Abstract]
Net cash used in investing activities			(7,836,000)					(74,169,000)	(22,647,000)
Net Cash Provided by (Used in) Financing Activities [Abstract]
Proceeds from de-SPAC merger and PIPE financing								255,737,000
Proceeds from promissory note - related party								11,700,000
Payment of common equity issuance costs								(23,998,000)
Net cash provided by financing activities			41,659,000					134,676,000	23,839,000
Cash and cash equivalents and restricted cash at beginning of period		$ 18,187,000	22,870,000			$ 22,870,000		22,870,000	18,652,000
Cash and cash equivalents and restricted cash at end of period			18,187,000				$ 22,870,000	26,405,000	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]
Fair Value Adjustment of Warrants					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 de-SPAC merger and PIPE financing					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 common equity issuance 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	$ 1,121,737
Cash and cash equivalents and restricted cash at end of period		$ 796,388		$ 11,587	$ 11,587	$ 796,388	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]
Fair Value Adjustment of Warrants							(105,743)
Unrealized loss on marketable securities held in Trust Account							$ 36

Derivatives - Fair value of assets and liabilities (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Derivatives
Fair value of derivative assets	$ 13,390	$ 15,053	$ 13,765
Fair value of derivative liabilities	3,806	7,592	14,021
Designated as hedges
Derivatives
Fair value of derivative assets			172
Fair value of derivative liabilities	302	3,334
Designated as hedges \| Coffee futures contracts \| Derivative assets
Derivatives
Fair value of derivative assets			172
Designated as hedges \| Coffee futures contracts \| Derivative liabilities
Derivatives
Fair value of derivative liabilities	302	3,334
Not designated as hedges
Derivatives
Fair value of derivative assets		15,053	13,593
Fair value of derivative liabilities		4,258	14,021
Not designated as hedges \| Forward sales contracts \| Derivative assets
Derivatives
Fair value of derivative assets		15,053	13,593
Not designated as hedges \| Forward purchase contracts \| Derivative liabilities
Derivatives
Fair value of derivative liabilities		4,258	$ 14,021
Not designated as hedges \| Forward purchase and sales contracts \| Derivative assets
Derivatives
Fair value of derivative assets	13,390	15,053
Not designated as hedges \| Forward purchase and sales contracts \| Derivative liabilities
Derivatives
Fair value of derivative liabilities	$ 3,504	$ 4,258

Fair Value Measurements

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

Fair Value Measurements

Note 15. 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 March 31, 2023:


	March 31, 2023
(Thousands)	Level 1		Level 2		Level 3		Total
Assets:
Green coffee associated with forward contracts	$	—	$	34,318	$	—	$	34,318
Forward purchase and sales contracts		—		13,390		—		13,390
Total	$	—	$	47,708	$	—	$	47,708

Liabilities:
Coffee futures contracts	$	302	$	—	$	—	$	302
Forward purchase and sales contracts		—		3,504		—		3,504
Westrock Public Warrants		28,538		—		—		28,538
Westrock Private Warrants		—		—		20,942		20,942
Total	$	28,840	$	3,504	$	20,942	$	53,286

The following table presents the change in fair value of Level 3 Westrock Private Warrant liabilities:


(Thousands)	Westrock Private Warrants
Fair value as of December 31, 2022	$	28,342
Change in fair value		(7,400)
Fair value as of March 31, 2023	$	20,942

The following table summarizes the fair value of financial instruments at December 31, 2022:


	December 31, 2022
(Thousands)	Level 1		Level 2		Level 3		Total
Assets:
Green coffee associated with forward contracts	$	—	$	39,928	$	—	$	39,928
Forward purchase and sales contracts		—		15,053		—		15,053
Total	$	—	$	54,981	$	—	$	54,981

Liabilities:
Coffee futures contracts	$	3,334	$	—	$	—	$	3,334
Forward purchase and sales contracts		—		4,258		—		4,258
Westrock Public Warrants		27,179		—		—		27,179
Westrock Private Warrants		—		—		28,342		28,342
Total	$	30,513	$	4,258	$	28,342	$	63,113

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.


	March 31, 2023			December 31, 2022
Stock price	$	12.24		$	13.36
Exercise price		11.50			11.50
Expected term (years)		5.00			5.00
Expected volatility		19.30	%		7.74	%
Risk-free rate of return		3.64	%		3.99	%
Dividend yield		0.00	%		0.00	%

Note 15. 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, 2022:


	December 31, 2022
(Thousands)	Level 1		Level 2		Level 3		Total
Assets:
Green coffee associated with forward contracts	$	—	$	39,928	$	—	$	39,928
Forward purchase and sales contracts		—		15,053		—		15,053
Total	$	—	$	54,981	$	—	$	54,981

Liabilities:
Coffee futures contracts	$	3,334	$	—	$	—	$	3,334
Forward purchase and sales contracts		—		4,258		—		4,258
Westrock Public Warrants		27,179		—		—		27,179
Westrock Private Warrants		—		—		28,342		28,342
Total	$	30,513	$	4,258	$	28,342	$	63,113

The following table presents the change in the fair value of Level 3 Westrock Private Warrants liabilities:


	Westrock
(Thousands)	Private Warrants
Fair value as of January 1, 2022	$	—
Assumption of warrants		11,618
Change in fair value		16,724
Fair value as of December 31, 2022	$	28,342

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


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

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

	December 31, 2022
Stock price	$	13.36
Exercise price		11.50
Expected term (years)		5.00
Expected volatility		7.74	%
Risk-free rate of return		3.99	%
Dividend yield		0.00	%

Fair Value Disclosures [Text Block]

FAIR VALUE MEASUREMENTS

3 Months Ended

6 Months Ended

11 Months Ended

12 Months Ended

Mar. 31, 2023

Jun. 30, 2022

Dec. 31, 2021

Dec. 31, 2022

Note 15. 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 March 31, 2023:


	March 31, 2023
(Thousands)	Level 1		Level 2		Level 3		Total
Assets:
Green coffee associated with forward contracts	$	—	$	34,318	$	—	$	34,318
Forward purchase and sales contracts		—		13,390		—		13,390
Total	$	—	$	47,708	$	—	$	47,708

Liabilities:
Coffee futures contracts	$	302	$	—	$	—	$	302
Forward purchase and sales contracts		—		3,504		—		3,504
Westrock Public Warrants		28,538		—		—		28,538
Westrock Private Warrants		—		—		20,942		20,942
Total	$	28,840	$	3,504	$	20,942	$	53,286

The following table presents the change in fair value of Level 3 Westrock Private Warrant liabilities:


(Thousands)	Westrock Private Warrants
Fair value as of December 31, 2022	$	28,342
Change in fair value		(7,400)
Fair value as of March 31, 2023	$	20,942

The following table summarizes the fair value of financial instruments at December 31, 2022:


	December 31, 2022
(Thousands)	Level 1		Level 2		Level 3		Total
Assets:
Green coffee associated with forward contracts	$	—	$	39,928	$	—	$	39,928
Forward purchase and sales contracts		—		15,053		—		15,053
Total	$	—	$	54,981	$	—	$	54,981

Liabilities:
Coffee futures contracts	$	3,334	$	—	$	—	$	3,334
Forward purchase and sales contracts		—		4,258		—		4,258
Westrock Public Warrants		27,179		—		—		27,179
Westrock Private Warrants		—		—		28,342		28,342
Total	$	30,513	$	4,258	$	28,342	$	63,113

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.


	March 31, 2023			December 31, 2022
Stock price	$	12.24		$	13.36
Exercise price		11.50			11.50
Expected term (years)		5.00			5.00
Expected volatility		19.30	%		7.74	%
Risk-free rate of return		3.64	%		3.99	%
Dividend yield		0.00	%		0.00	%

Note 15. 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, 2022:


	December 31, 2022
(Thousands)	Level 1		Level 2		Level 3		Total
Assets:
Green coffee associated with forward contracts	$	—	$	39,928	$	—	$	39,928
Forward purchase and sales contracts		—		15,053		—		15,053
Total	$	—	$	54,981	$	—	$	54,981

Liabilities:
Coffee futures contracts	$	3,334	$	—	$	—	$	3,334
Forward purchase and sales contracts		—		4,258		—		4,258
Westrock Public Warrants		27,179		—		—		27,179
Westrock Private Warrants		—		—		28,342		28,342
Total	$	30,513	$	4,258	$	28,342	$	63,113

The following table presents the change in the fair value of Level 3 Westrock Private Warrants liabilities:


	Westrock
(Thousands)	Private Warrants
Fair value as of January 1, 2022	$	—
Assumption of warrants		11,618
Change in fair value		16,724
Fair value as of December 31, 2022	$	28,342

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


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

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

	December 31, 2022
Stock price	$	13.36
Exercise price		11.50
Expected term (years)		5.00
Expected volatility		7.74	%
Risk-free rate of return		3.99	%
Dividend yield		0.00	%

Fair Value Disclosures [Text Block]

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

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


		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

Summary of Significant Accounting Policies (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

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


(Thousands)	December 31, 2022		December 31, 2021
Cash and cash equivalents	$	16,838	$	19,344
Restricted cash		9,567		3,526
Total	$	26,405	$	22,870

Schedule of activity in allowance of credit losses


	Three Months Ended March 31,
(Thousands)	2023		2022
Balance at beginning of period	$	3,023	$	3,749
Charged to selling, general and administrative expense		497		897
Write-offs		(1,004)		(1,635)
Total	$	2,516	$	3,011


	Year Ended December 31,
(Thousands)	2022		2021
Balance at beginning of period	$	3,749	$	3,977
Charged to selling, general and administrative expense		1,790		439
Write-offs		(2,516)		(667)
Total	$	3,023	$	3,749

Summary of Significant Accounting Policies (Policies)

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

Accounts Receivable and Allowance for Credit Losses

Use of Estimates

The preparation of consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, revenue and expenses, and related disclosures of contingent assets and liabilities in the consolidated financial statements and accompanying notes. On an ongoing basis, we evaluate our estimates, including those related to the allowance for credit losses, useful lives of property, plant and equipment, incremental borrowing rates for lease liability measurement, fair values of forward purchase and sales contracts, green coffee associated with forward contracts, warrant liabilities, share-based compensation, contingencies, and income taxes, among others. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ from the estimates and assumptions used in preparing the accompanying condensed consolidated financial statements.

Use of Estimates

The preparation of consolidated financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosures of contingent assets and liabilities in the consolidated financial statements and accompanying notes. On an ongoing basis, we evaluate our estimates, including those related to the allowance for credit losses, useful lives of property, plant and equipment, incremental borrowing rates for lease liability measurements, fair values of forward purchase and sales contracts, green coffee associated with forward contracts, warrant liabilities, share-based compensation, contingencies, and income taxes, among others. We base our estimates on historical experience, current and expected macroeconomic conditions such as inflation, consumer spending trends and interest rates, and on various other assumptions that we believe to be reasonable, the results of which form the basis for making judgements about the carrying values of assets and liabilities. Actual results may differ from the estimates and assumptions used in preparing the accompanying consolidated financial statements.

Going Concern

Going Concern

In accordance with Accounting Standards Update (“ASU”) 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (Subtopic 205-40), the Company has the responsibility to evaluate whether conditions and/or events raise substantial doubt about its ability to meet its obligations as they become due within one year after the date that the financial statements are available to be issued. The Company is dependent on borrowings under its Credit Agreement (Note 12) and cash generated from operations to finance its operations, service its debt requirements, maintain compliance with its covenants, and to fund capital requirements. The Company believes that its projected cash flow from operations and available borrowings under its Credit Agreement will be sufficient to fund operations for at least the next twelve months. During the year ended December 31, 2022 and through the quarter ending March 31, 2023, we were and continue to be impacted by the negative effects of inflation on both our customer volume demand and manufacturing costs, including price increases in fuel, food, materials and labor. We attempt to mitigate

the impacts of inflation wherever possible. Our mitigation strategies include working with our vendors and suppliers to ensure that we have adequate access to raw materials. In addition, where possible, we seek to recover inflation-impacted costs by passing these costs onto our customers through periodic pricing increases. However, our pricing increases often lag our cost increases, including increases in commodity costs. The persistence of these negative effects on our business could adversely impact our ability to reach our revenue and other financial targets. If we are unable to meet our financial targets and generate sufficient cash flows from operations, it may restrict our liquidity and capital resources and our ability to maintain compliance with our financial covenants. As management’s ability to amend its financial covenants cannot be assured, management has committed to raise additional capital, delay growth capital expenditures and/or reduce operating expenses, as necessary, in order to have adequate liquidity and to remain in compliance with its debt covenants. The accompanying Condensed Consolidated Financial Statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the ordinary course of business.

Liquidity

In accordance with Accounting Standards Update (“ASU”) 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (Subtopic 205-40), the Company has the responsibility to evaluate whether conditions and/or events raise substantial doubt about its ability to meet its obligations as they become due within one year after the date that the financial statements are available to be issued. The Company is dependent on borrowings under its Credit Agreement (Note 12) and cash generated from operations to finance its operations, service its debt requirements, maintain compliance with its covenants, and to fund capital requirements. The Company believes that its projected cash flow from operations and available borrowings under our Credit Agreement will be sufficient to fund operations for at least the next twelve months. During the year ended December 31, 2022, we were impacted by the negative effects of inflation on both our customer volume demand and manufacturing costs, including price increases in fuel, food, materials and labor. We attempt to mitigate the impacts of inflation wherever possible. Our mitigation strategies include working with our vendors and suppliers to ensure that we have adequate access to raw materials. In addition, where possible, we seek to recover inflation-impacted costs by passing these costs onto our customers through periodic pricing increases. However, our pricing increases often lag our cost increases, including increases in commodity costs. The persistence of these negative effects on our business could adversely impact our ability to reach our revenue and other financial targets. If we are unable to meet our financial targets and generate sufficient cash flows from operations, it may restrict our liquidity and capital resources and our ability to maintain compliance with our financial covenants. As management’s ability to amend its financial covenants cannot be assured, management has committed to delay growth capital expenditures and/or reduce operating expenses, as necessary, in order to have adequate liquidity and to remain in compliance with its debt covenants. The accompanying Consolidated Financial Statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the ordinary course of business.

Accounts Receivable and Allowance for Credit Losses

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

Activity in the allowance for credit losses for the periods indicated was as follows:


	Three Months Ended March 31,
(Thousands)	2023		2022
Balance at beginning of period	$	3,023	$	3,749
Charged to selling, general and administrative expense		497		897
Write-offs		(1,004)		(1,635)
Total	$	2,516	$	3,011

Accounts Receivable and Allowance for Credit Losses

Activity in the allowance for credit losses was as follows:


	Year Ended December 31,
(Thousands)	2022		2021
Balance at beginning of period	$	3,749	$	3,977
Charged to selling, general and administrative expense		1,790		439
Write-offs		(2,516)		(667)
Total	$	3,023	$	3,749

Inventories

Within our Sustainable Sourcing & Traceability segment, green coffee associated with our forward contracts is recorded at net realizable value, which approximates market price, consistent with our forward purchase contracts recorded at fair value in accordance with Accounting Standards Codification (“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. For the three months ended March 31, 2023 and 2022, we recognized $2.3 million of unrealized gains and $5.8 million of unrealized losses, respectively, on green coffee inventory associated with our forward sales and purchase contracts.

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.

in fair value being reported as a component of costs of sales in our Consolidated Statements of Operations. For the years ended December 31, 2022, 2021 and 2020, we recognized $12.3 million of net unrealized losses, $8.4 million of net unrealized gains and $2.0 million of net unrealized losses, respectively, on green coffee inventory associated with our forward sales and purchase contracts.

Supplier Finance Program

Supplier Finance Program

On March 2, 2023, the Company entered into a supplier finance program (the “Program”) with a third-party financing provider to provide better working capital usage by deferring payments for certain raw materials. Under the Program, the financing provider remits payment to the Company’s suppliers for approved invoices, and the Company repays the financing provider the amount of the approved invoices, plus a financing charge, on 180-day terms. The Program is uncommitted and the financing provider may, at its sole discretion, cancel the Program at any time. The Company may request cancellation of the Program in whole or in respect of one or more approved suppliers. Due to the extension of payment terms beyond the original due date of approved invoices, obligations under the Program are recorded outside of accounts payable in our Condensed Consolidated Balance Sheets. Amounts paid by the financing provider to suppliers are reported as cash inflows from financing activities and a corresponding cash outflow from operating activities in our Condensed Consolidated Statements of Cash Flows. Amounts paid to the financing provider are reflected as cash outflows from financing activities in our Condensed Consolidated Statements of Cash Flows. As of March 31, 2023, there were no obligations outstanding under the Program.

Warrant Liabilities

We account for warrants assumed in connection with the Transaction (see Note 4) in accordance with the guidance contained in ASC 815, under which the warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, we classify the warrants as liabilities at their fair value and adjust the warrants to fair value at each reporting period. The liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Condensed Consolidated Statement of Operations.

The Company remeasures the fair value of the Westrock Public Warrants (as defined in Note 4) based on the quoted market price of the Westrock Public Warrants. The Westrock Private Warrants (as defined in Note 4) are valued using a binomial lattice valuation model. For the three months ended March 31, 2023, the Company recognized $5.5 million of gains related to the change in fair value of warrant liabilities, which is recognized in other (income) expense in the Condensed Consolidated Statements of Operations.

Warrant Liabilities

model. For the year ended December 31, 2022, the Company recognized $29.7 million of losses related to the change in fair value of warrant liabilities, which is recognized in other (income) expense in the Consolidated Statements of Operations.

Recently adopted accounting pronouncements

Income Taxes

We account for income taxes under the asset and liability method. Deferred tax assets and liabilities are recognized based on the differences between the financial statement carrying amount of assets and liabilities and their respective tax bases, using enacted income tax rates expected to apply when the deferred tax assets and liabilities are expected to be realized or settled. The Company’s foreign subsidiaries file income tax returns and are subject to tax provisions in their respective foreign tax jurisdictions.

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

The effective tax rates for the three months ended March 31, 2023 and March 31, 2022 were 50.2% and 25.2%, respectively. The Company’s effective tax rate for the current period differs from the federal statutory rate primarily due to a change in the valuation allowance against domestic deferred tax assets and discrete items, including the windfall from equity-based compensation awards. The effective tax rate for the three months ended March 31, 2023 differs from the effective tax rate for the same period in 2022 primarily due to the change in the valuation allowance and an increase in the windfall from equity-based compensation awards.

There were no changes to uncertain tax benefits during the three months ended March 31, 2023, and the Company does not expect any significant changes to uncertain tax benefits within the next twelve months.

Income Taxes

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.

Update ASU 2022-04 - Liabilities—Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations

In September 2022, the FASB issued ASU 2022-04 “Liabilities—Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations”, which requires that a company that uses a supplier finance program in connection with the purchase of goods or services disclose sufficient information about the program to allow a user of financial statements to understand the program’s nature, activity during the period, changes from period to period, and potential magnitude. ASU 2022-04 is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, except for the amendment on roll forward information, which is effective for fiscal years beginning after December 15, 2023. Early adoption is permitted. The Company adopted the applicable amendments within ASU 2022-04 on a retrospective basis effective January 1, 2023. The amendments to ASU 2022-04 do not affect the recognition, measurement or financial statement presentation of obligations covered by supplier finance programs.

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

In October 2021, the FASB issued ASU 2021-08, which requires an entity to recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with ASC 606, Revenue from Contracts with Customers, instead of at fair value on the acquisition date as previously required by ASC 805. The amendments improve comparability after the business combination by providing consistent recognition and measurement guidance for acquired revenue contracts and revenue contracts not acquired in a business combination. ASU 2021-08 was effective for years beginning after December 15, 2022. The adoption of ASU 2021-08 did not have a significant impact on the Company’s financial position or results of operations.

Recently adopted accounting pronouncements

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

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

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

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

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

Key estimates and judgements include the following:

(i)

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

(ii)

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

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

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

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

Update ASU 2020-06 – Debt-Debt with Conversion and Other Options (Subtopic 470- 20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity

In August 2020, the Financial Accounting Standards Board (“FASB”) issued ASU 2020-06, which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity. ASU 2020-06 (i) simplifies the accounting for convertible debt instruments and convertible preferred stock by removing the existing guidance in ASC 470-20, Debt: Debt with Conversion and Other Options, that requires entities to account for beneficial conversion features and cash conversion features in equity, separately from the host convertible debt or preferred stock; (ii) revises the scope exception from derivative accounting in ASC 815-40 for freestanding financial instruments and embedded features that are both indexed to the issuer’s own stock and classified in stockholders’ equity, by removing certain criteria required for equity classification; and (iii) revises the guidance in ASC 260, Earnings Per Share, to require entities to calculate diluted earnings per share (“EPS”) for convertible instruments by using the if-converted method.

In addition, entities must presume share settlement for purposes of calculating diluted EPS when an instrument may be settled in cash or shares. ASU 2020-06 is effective for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years, with early adoption permitted. We adopted ASU 2020-06 effective January 1, 2021. Adoption of the new standard did not have a material impact on our Consolidated Financial Statements.

Recently issued accounting pronouncements

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

In October 2021, the FASB issued ASU 2021-08, which requires an entity to recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with ASC 606, Revenue from Contracts with Customers, instead of at fair value on the acquisition date as previously required by ASC 805. The amendments improve comparability after the business combination by providing consistent recognition and measurement guidance for acquired revenue contracts and revenue contracts not acquired in a business combination. The updated guidance is effective for public companies for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, and early adoption is permitted. The Company has not yet adopted ASU 2021-08; however, we do not believe this standard will have a material impact on our Consolidated Financial Statements.

Update ASU 2022-04 – Liabilities — Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations

In September 2022, the FASB issued ASU 2022-04 “Liabilities — Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations”, which requires that a company that uses a supplier finance program in connection with the purchase of goods or services disclose sufficient information about the program to allow a user of financial statements to understand the program’s nature, activity during the period, changes from period to period, and potential magnitude. ASU 2022-04 is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, except for the amendment on rollforward information, which is effective for fiscal years beginning after December 15, 2023. Early adoption is permitted. The Company will adopt applicable amendments within ASU 2022-04 on a retrospective basis beginning January 1, 2023. The amendments to ASU 2022-04 do not affect the recognition, measurement or financial statement presentation of obligations covered by supplier finance programs.

Disclosure of accounting policy for income taxes, which may include its accounting policies for recognizing and measuring deferred tax assets and liabilities and related valuation allowances, recognizing investment tax credits, operating loss carryforwards, tax credit carryforwards, and other carryforwards, methodologies for determining its effective income tax rate and the characterization of interest and penalties in the financial statements.

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.

Inventories (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Inventories
Raw materials	$ 67,388	$ 66,925	$ 45,079
Finished goods	27,851	21,232	14,895
Green coffee	47,337	57,679	49,192
Total inventories	$ 142,576	$ 145,836	$ 109,166

Related Party Transactions - Other (Details) - USD ($)	3 Months Ended		12 Months Ended
Related Party Transactions - Other (Details) - USD ($)	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Feb. 29, 2020	Feb. 28, 2020
Related Party Transactions
Short-term related party debt				$ 34,199,000
Selling, general and administrative expenses
Related Party Transactions
Expenses incurred	$ 600,000	$ 800,000	$ 3,300,000	3,300,000	$ 2,800,000
Westrock Group, LLC
Related Party Transactions
Related party amount to be paid						$ 10,000,000.0	$ 10,000,000.0
Westrock Group, LLC \| Accrued expenses and other current liabilities
Related Party Transactions
Short-term related party debt	0		0
Westrock Group, LLC \| Selling, general and administrative expenses
Related Party Transactions
Expenses incurred	$ 300,000	$ 300,000	$ 900,000	$ 800,000	$ 1,500,000

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).

Reference 1: 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)(iii)(C))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 2: 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)(5))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 850
-SubTopic 10
-Section 50
-Paragraph 1
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=6457730&loc=d3e39549-107864

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iv))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iii)(B))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(5))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02.19(a))
-URI https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682

Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-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

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

Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(k)(1))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 2: 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)(iii)(C))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 3: 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)(5))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 210
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-03.17)
-URI https://asc.fasb.org/extlink&oid=126734703&loc=d3e572229-122910

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iv))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iii)(B))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(5))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 8: 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

Reference 9: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 210
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-03.15(3),(4))
-URI https://asc.fasb.org/extlink&oid=126897435&loc=d3e534808-122878

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 850
-SubTopic 10
-Section 50
-Paragraph 1
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=6457730&loc=d3e39549-107864

BALANCE SHEET - USD ($)

Jun. 30, 2022

Dec. 31, 2021

Current Assets:

$ 238,006,000

Other Assets, Noncurrent

4,434,000

593,020,000

168,240,000

487,147,000

Preferred Stock, Value, Issued

^[1]

Common stock, $0.01 par value, 300,000 shares authorized, 73,034 shares issued and outstanding at December 31, 2022; $0.00 par value, 39,389 shares authorized, 34,523 shares issued and outstanding at December 31, 2021

^[1]

345,000

Retained Earnings (Accumulated Deficit)

^[1]

60,628,000

^[1]

(251,725,000)

Total shareholders' equity attributable to Westrock Coffee Company

^[1]

(178,734,000)

Total Liabilities, Convertible Preferred Shares and Shareholders' Equity

^[1]

593,020,000

Current Assets:

Cash

$ 796,388

1,121,737

Prepaid expenses

371,272

352,171

Marketable securities held in Trust Account

1,167,660

1,473,908

Other Assets, Noncurrent

28,267

197,861

250,257,574

250,035,732

251,453,501

251,707,501

Accrued expenses

189,859

307,505

Derivative Liability, Noncurrent

224,646

307,505

19,334,140

10,562,976

Deferred underwriting fee payable

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, Value, Issued

Retained Earnings (Accumulated Deficit)

(28,765,555)

(18,256,253)

Total shareholders' equity attributable to Westrock Coffee Company

(28,759,305)

(18,250,003)

Total Liabilities, Convertible Preferred Shares and Shareholders' Equity

251,453,501

251,707,501

Common Class A [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

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

^[2]

$ 6,250

[1]	Retroactively adjusted for de-SPAC merger transaction as described in Note 4.
[2]	Excluded an aggregate of 937,500 shares forfeited as of December 31, 2021 (see Note 5).

Commitments and Contingencies (Details) - USD ($) $ in Millions	Mar. 31, 2023	Dec. 31, 2022
Commitments and Contingencies.
Purchase obligations	$ 278.4	$ 184.2
Repurchase agreement liability	$ 10.2	$ 14.6

Property, Plant and Equipment, Net (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

Schedule of Property, Plant and Equipment, Net


(Thousands)	Depreciable Lives	March 31, 2023		December 31, 2022
Land		$	8,998	$	9,052
Buildings	10-40 years		44,364		44,425
Leasehold improvements⁽¹⁾			1,914		1,651
Plant equipment	3-15 years		106,753		107,885
Vehicles and transportation equipment	3-5 years		700		700
IT systems	3-7 years		3,396		3,053
Furniture and fixtures	3-10 years		3,624		3,529
Customer beverage equipment⁽²⁾	3-5 years		22,148		21,930
Lease right-of-use assets⁽³⁾			36		36
Construction in progress and equipment deposits			72,630		59,947
			264,563		252,208
Less: accumulated depreciation			(69,872)		(67,002)
Property, plant and equipment, net		$	194,691	$	185,206

(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, 2022		December 31, 2021
Land		$	9,052	$	9,150
Buildings	10 – 40 years		44,425		43,895
Leasehold improvements⁽¹⁾			1,651		613
Plant equipment	3 – 15 years		107,885		88,155
Vehicles and transportation equipment	3 – 5 years		700		876
IT systems	3 – 7 years		3,053		2,453
Furniture and fixtures	3 – 10 years		3,529		2,746
Customer beverage equipment⁽²⁾	3 – 5 years		21,930		24,341
Lease right-of-use assets⁽³⁾			36		—
Construction in progress and equipment deposits			59,947		8,025
			252,208		180,254
Less: accumulated depreciation			(67,002)		(52,641)
Property, plant and equipment, net		$	185,206	$	127,613

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

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

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

Debt - Additional Information (Details)					3 Months Ended		12 Months Ended
Debt - Additional Information (Details)	Mar. 21, 2023 USD ($)	Aug. 29, 2022 USD ($) item	Jul. 14, 2022 USD ($) $ / shares shares	Feb. 28, 2020 USD ($) shares	Mar. 31, 2023 USD ($) item shares	Mar. 31, 2022 USD ($)	Dec. 31, 2022 USD ($) item shares	Dec. 31, 2021 USD ($) shares	Dec. 31, 2020 USD ($)	Feb. 14, 2023 USD ($)	Dec. 09, 2022 USD ($)	Jun. 16, 2022 USD ($)	Apr. 30, 2022 USD ($)	Mar. 16, 2022 USD ($)
Debt
Paid in kind interest						$ 147,000	$ 295,000	$ 1,777,000	$ 790,000
Debt finance costs		$ 6,000,000.0
Variable rate (as a percent)		0.10%
Short-term debt					$ 42,855,000		$ 42,905,000	$ 4,510,000
Common stock shares issued (in shares) \| shares					75,628,000		75,020,000	34,523,000
Proceeds from issuance of common stock							$ 255,737,000
Number of financial covenants \| item		2			2
Term of anniversary closing date		18 months			18 months
Minimum
Debt
Net Leverage Ratio		4.00			4.00
Maximum
Debt
Interest coverage ratio		1.50			1.50
Net Leverage Ratio		4.50			4.50
Base rate \| One Month Interest Period [Member]
Debt
Interest rate (as a percent)		1.00%
Interest period		1 month
Variable rate (as a percent)		1.00%
Base rate \| Minimum
Debt
Variable rate (as a percent)		0.50%
Base rate \| Maximum
Debt
Variable rate (as a percent)		1.50%
SOFR \| One Month Interest Period [Member]
Debt
Interest period		1 month
Variable rate (as a percent)		0.10%
SOFR \| Three Month Interest Period [Member]
Debt
Interest period		3 months
Variable rate (as a percent)		0.15%
SOFR \| Six Month Interest Period [Member]
Debt
Interest period		6 months
Variable rate (as a percent)		0.25%
SOFR \| Minimum
Debt
Variable rate (as a percent)		1.50%
SOFR \| Maximum
Debt
Variable rate (as a percent)		2.50%
SOFR \| One Month Interest Period [Member]
Debt
Interest period		1 month
SOFR \| Three Month Interest Period [Member]
Debt
Interest period		3 months
Variable rate (as a percent)		0.15%
SOFR \| Six Month Interest Period [Member]
Debt
Interest period		6 months
Variable rate (as a percent)		0.25%
SOFR \| Minimum
Debt
Variable rate (as a percent)		1.50%
SOFR \| Maximum
Debt
Variable rate (as a percent)		2.50%
NYFRB
Debt
Interest rate (as a percent)		0.50%
Variable rate (as a percent)		0.50%
Wooster Capital, LLC ("Wooster") and Jo Ellen Ford
Debt
Common stock shares issued (in shares) \| shares			2,150,000
Share price (in dollars per share) \| $ / shares			$ 10.00
Proceeds from issuance of common stock			$ 21,500,000
New short-term trade finance facility
Debt
Face amount	$ 70,000,000
Variable rate (as a percent)	4.00%
Line of credit					$ 35,000,000.0
Debt term	1 year
New short-term trade finance facility \| SOFR one-month
Debt
Variable rate (as a percent)	1.00%
New short-term trade finance facility \| Federal Funds Rate
Debt
Variable rate (as a percent)	1.00%
Revolving credit facility
Debt
Debt finance costs		$ 3,000,000.0
Face amount		$ 175,000,000.0
Line of credit					$ 55,000,000.0
Weighted average effective rate (as a percent)					7.30%
Revolving credit facility \| Minimum
Debt
Line of credit, Commitment fee percentage (as a percent)		0.20%
Revolving credit facility \| Maximum
Debt
Line of credit, Commitment fee percentage (as a percent)		0.35%
Term Loan facility
Debt
Debt finance costs		$ 3,000,000.0
Face amount		$ 175,000,000.0
Variable rate (as a percent)					7.40%
Line of credit interest rate during the period (as percentage)							5.70%
Percentage of original principal amount		1.25%
Line of credit, periodic payment term		3 years
Periodic payment principal amount		$ 2,200,000
Term Loan facility \| Year four
Debt
Percentage of original principal amount		1.875%
Periodic payment principal amount		$ 3,300,000
Term Loan facility \| Year five
Debt
Percentage of original principal amount		2.50%
Periodic payment principal amount		$ 4,400,000
Standby letter of credit
Debt
Letters of credit outstanding					$ 2,600,000		$ 2,600,000
Delayed Draw Term Loan Facility
Debt
Face amount										$ 50,000,000.0
Proceeds from line of credit					0
International Debt and Lending Facilities \| Westrock Coffee Company, LLC. \| Mortgage backed securities
Debt
Long term note					$ 1,500,000
Working Capital Trade Finance Facility \| Westrock Coffee Company, LLC.
Debt
Maximum borrowing capacity											$ 47,500,000	$ 62,500,000	$ 55,000,000.0	$ 50,000,000.0
Short-term debt							$ 36,300,000							$ 49,300,000
Line of credit interest rate during the period (as percentage)							5.00%
Agent fees percentage (as a percent)							0.25%
Working Capital Trade Finance Facility \| Westrock Coffee Company, LLC. \| Mortgage backed securities
Debt
Short-term debt						$ 7,800,000	$ 6,600,000
Number of mortgage-backed lending facilities \| item					2		2
Long term note							$ 1,800,000
Working Capital Trade Finance Facility \| Westrock Coffee Company, LLC. \| Prime rate
Debt
Variable rate (as a percent)							2.50%
Subordinated related party debt \| Wooster Capital, LLC ("Wooster") and Jo Ellen Ford
Debt
Interest rate (as a percent)				0.06%
Face amount				$ 13,300,000
Debt term				10 years
Grace period				6 months
Common stock shares issued (in shares) \| shares				1,330,000

Acquisitions - Other (Details) - USD ($) $ / shares in Units, $ in Thousands			2 Months Ended	10 Months Ended
	Nov. 14, 2022	Feb. 28, 2020	Dec. 31, 2022	Dec. 31, 2020	Mar. 31, 2023	Dec. 31, 2021
Business Acquisition
Common units : Par Value (in dollars per unit)			$ 0.01		$ 0.01	$ 0.00
Revenue of acquiree			$ 1,500
Operating loss of acquiree			$ 500
S&D Acquisition
Business Acquisition
Business acquisition ownership, percentage		100.00%
Cash consideration		$ 401,619
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 \| Delayed Draw Term Loan Facility
Business Acquisition
Proceeds from debt		240,000
S&D Acquisition \| Asset-based lending facility
Business Acquisition
Proceeds from debt		$ 25,000
Kohana Coffee, LLC
Business Acquisition
Business acquisition ownership, percentage	100.00%
Shares of common stock issued by Company	1,852,608
Common units : Par Value (in dollars per unit)	$ 0.01
Cash consideration	$ 39,117
Cash consideration.	$ 15,682

SUBSEQUENT EVENTS	3 Months Ended	6 Months Ended	11 Months Ended	12 Months Ended
SUBSEQUENT EVENTS	Mar. 31, 2023	Jun. 30, 2022	Dec. 31, 2021	Dec. 31, 2022
SUBSEQUENT EVENTS	Note 22. Subsequent Events On April 3, 2023, the Company purchased the 15% of Falcon that it did not previously own, resulting in Falcon becoming a wholly-owned subsidiary of the Company. Aggregate consideration paid for the interest totaled $3.2 million and included $2.0 million in cash and 100,000 Common Shares. Due to the Company’s controlling financial interest in Falcon prior to the purchase, the transaction will be accounted for as an equity transaction.			Note 23. Subsequent Events On February 14, 2023, the Company entered into an Incremental Assumption Agreement and Amendment No. 1 (the “Amendment”) to its Credit Agreement, which establishes a new class of incremental term loan commitments in the form of a senior secured delayed draw term loan credit facility (the “Delayed Draw Term Loan Facility”) in the aggregate principal amount of $50.0 million, proceeds of which may be used to fund capital expenditures related to our extract and ready-to-drink facility in Conway, Arkansas, or for general corporate purposes. The interest rates under the Delayed Draw Term Loan Facility are the same as the interest rates with respect to the initial term loans under the existing Term Loan Facility, and the commitment fees applying to the unused portion of the Delayed Draw Term Loan Facility are the same as the commitment fees with respect to the Revolving Credit Facility. Any delayed draw term loan funded under the Delayed Draw Term Loan Facility will mature on August 29, 2027. As of the date of this Annual Report on Form 10-K, no borrowings have been made under the Delayed Draw Term Loan Facility. On February 28, 2023, the Company completed the acquisition of Bixby Roasting Co. (“Bixby”), a specialty-grade roaster that is a leader in the emerging influencer-led brand space. The acquisition allows Westrock to continue to expand its product marketing and development resources as it capitalizes on shifting consumer consumption trends. The acquisiton includes Bixby’s roasting facility in Los Angeles, California. Aggregate consideration paid for Bixby included 39,778 shares of common stock of the Company, par value $0.01 per share, and approximately $2.2 million in cash, subject to customary adjustments. Due to the timing of the acquisition, the initial accounting for the acquisition is incomplete. As such, we are not able to disclose certain information relating to the acquisition, including the preliminary fair value of assets acquired and liabilities assumed. On March 21, 2023, the Company entered into a $70 million working capital trade finance facility with multiple financial institutions through its subsidiary, Falcon. The facility replaces Falcon’s existing working capital trade finance facility. The new facility is uncommitted and repayable on demand, with certain of Falcon’s assets pledged as collateral against the facility. The new facility will mature one year from inception. Borrowings under the new facility will bear interest at the borrower’s option at a rate equal to i) Term SOFR plus a margin of 4.00% plus a liquidity premium set by the lender at the time of borrowing or ii) the Base Rate (determined by reference to the greatest of i) the Prime Rate at such time, ii) ½ of 1% in excess of the Federal Funds Effective Rate at such time, and iii) Term SOFR for a one-month tenor in effect at such time plus 1%.
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.

Accumulated Other Comprehensive Income (Loss) - Schedule of changes in accumulated other comprehensive loss, net of tax (Details) - USD ($)
$ in Thousands

3 Months Ended

12 Months Ended

Mar. 31, 2023

Mar. 31, 2022

Dec. 31, 2022

Dec. 31, 2021

Dec. 31, 2020

$ 11,729

^[1]

$ (175,998)

^[1],[2]

$ (175,998)

^[1],[2]

$ (139,741)

$ (4,362)

2,222

(4,860)

(18,121)

8,198

3,820

Cash flow hedge changes in fair value gain (loss)

12,810

(192,606)

^[2]

11,729

^[1]

(175,998)

^[1],[2]

(139,741)

Other comprehensive income (loss) before reclassifications

(6,355)

11,759

3,581

2,354

(2,269)

(10,978)

18,010

6,490

Amounts reclassified from accumulated comprehensive income

721

(4,129)

(13,094)

(7,197)

(1,746)

Tax effect

(835)

1,538

5,958

(2,635)

(1,163)

(4,115)

6,899

(6,355)

11,759

3,581

Foreign currency translation gain (loss)

(4,115)

6,899

(6,355)

11,759

3,581

Other comprehensive income (loss) before reclassifications

252

259

239

(18)

(7)

239

234

259

252

259

239

234

259

252

259

239

(6,103)

12,018

^[2]

12,018

^[2]

3,820

2,222

(4,860)

(18,121)

8,198

3,820

Accumulated Gain (Loss), Cash Flow Hedge, Including Noncontrolling Interest [Member]

(3,881)

7,158

^[2]

$ (6,103)

$ 12,018

^[2]

$ 3,820

$ (3,881)

$ 7,158

[1]	Retroactively adjusted for de-SPAC merger transaction as described in Note 4.
[2]	Retroactively adjusted the three months ended March 31, 2022 for de-SPAC merger transaction as described in Note 4

Leases - Schedule of weighted average discount rate and remaining lease term (Details)	Mar. 31, 2023	Dec. 31, 2022	Mar. 31, 2022
Leases
Weighted-average discount rate	8.00%	8.40%	7.40%
Weighted-average remaining lease term	5 years 3 months 18 days	4 years 7 months 6 days	5 years 6 months

PRIVATE PLACEMENT (Details) - USD ($)		11 Months Ended
PRIVATE PLACEMENT (Details) - USD ($)	Aug. 10, 2021	Dec. 31, 2021	Aug. 26, 2022
Private Placement [Abstract]
Number of securities called by each warrant (in shares)			1
Exercise price of warrant (in dollars per share)			$ 11.50
CIK 0001846136 Riverview Acquisition Corp
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] \| CIK 0001846136 Riverview Acquisition Corp
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] \| Common Class A [Member] \| CIK 0001846136 Riverview Acquisition Corp
Private Placement [Abstract]
Number of securities called by each warrant (in shares)	1
Exercise price of warrant (in dollars per share)	$ 11.50

Fair Value Measurements - Measurements (Details)	Mar. 31, 2023 $ / shares Y	Dec. 31, 2022	Dec. 31, 2022 $ / shares	Dec. 31, 2022 Y
Stock price
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement inputs	12.24		13.36
Exercise price
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement inputs	11.50		11.50
Expected term (years)
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement inputs	5.00		5.00	5.00
Expected volatility
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement inputs	19.30	7.74		0.0774
Risk-free rate of return
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement inputs	3.64	0.0399
Dividend yield
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement inputs	0.00	0.0000

INCOME TAX

11 Months Ended

12 Months Ended

Dec. 31, 2021

Dec. 31, 2022

INCOME TAX

Note 18. Income Taxes

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


	Year Ended December 31,
(Thousands)	2022		2021		2020
U.S.		(51,607)		(28,573)		(147,196)
International		(3,743)		3,897		786
Loss before income taxes	$	(55,350)	$	(24,676)	$	(146,410)

Income tax expense (benefit) consisted of the following:


	Year Ended December 31,
(Thousands)	2022		2021		2020
Current expense (benefit)
Federal	$	—	$	—	$	—
State		529		179		201
Foreign		1,619		(99)		510
Total current		2,148		80		711
Deferred expense (benefit)
Federal		173		(4,617)		(15,230)
State		81		(901)		(3,003)
Foreign		(2,291)		2,070		(23)
Total deferred		(2,037)		(3,448)		(18,256)

Income tax expense (benefit)	$	111	$	(3,368)	$	(17,545)

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


	Year Ended December 31,
(Thousands)	2022			2021			2020
Income tax expense (benefit) at US statutory income tax rate	$	(11,624)		$	(5,182)		$	(30,746)
State income tax expense (benefit), net of federal benefit		(1,507)			(773)			(2,844)
Foreign rate differential		(15)			(304)			(179)
Change in fair value of warrants		6,232			—			—
Goodwill impairment		—			—			16,624
Global intangible low-taxed income (“GILTI”) inclusion		—			1,095			22
Transaction costs		—			260			507
Other permanent differences		323			78			136
Step-up on C Corp conversion		—			—			(1,578)
Change in valuation allowance		7,319			632			513
Provision to return adjustments		(320)			(166)			—
Effect of change in foreign tax rates		(552)			1,181			—
Other		255			(189)			—
Income tax expense (benefit)	$	111		$	(3,368)		$	(17,545)

Effective tax rate		(0.20)	%		13.6	%		12.0	%

Deferred income tax assets and liabilities were recognized on temporary differences between the financial and tax basis of existing assets and liabilities as follows:


(Thousands)	December 31, 2022		December 31, 2021
Deferred tax assets
Liabilities and reserves	$	2,300	$	3,501
Interest limitation		16,256		8,884
Net operating losses		13,483		8,850
Transaction expenses		206		79
Inventories		1,449		—
Stock compensation		794		—
Derivatives		552		—
Operating lease liabilities		2,430		—
Other		269		711
Total		37,739		22,025
Valuation allowance		(8,464)		(1,145)
Total deferred tax assets, net	$	29,275	$	20,880
Deferred tax liabilities
Property, plant and equipment	$	(13,334)	$	(10,581)
Intangible assets		(27,358)		(29,221)
Derivatives		—		(4,451)
Inventories		—		(2,035)
Right-of-use assets		(2,403)		—
Other		(535)		(107)
Total		(43,630)		(46,395)
Net deferred tax liability	$	(14,355)	$	(25,515)

We establish a valuation allowance to reduce deferred tax assets if, based on the weight of the available evidence, both positive and negative, for each respective tax jurisdiction, it is more likely than not that some portion or all of the deferred tax assets will not be realized. A valuation allowance related to domestic deferred tax assets of $6.9 million was recorded, of which $5.5 million was against a portion of the Company’s Section 163(j) interest limitation carryforward, and the remainder was against certain state net operating losses as of December 31, 2022. There was no such valuation allowance against domestic deferred tax assets as of December 31, 2021. A valuation allowance related to foreign deferred tax assets of $1.6 million and $1.1 million was recorded against certain foreign net operating losses as of December 31, 2022 and 2021, respectively. The amount of deferred tax assets

considered realizable could be adjusted in the near term, resulting in an increase to the valuation allowance, if estimates of future taxable income during the carryforward period are reduced.

Activity in the valuation allowance is as follows:


(Thousands)	December 31, 2022		December 31, 2021
Beginning balance	$	1,145	$	513
Additions		7,319		632
Ending Balance	$	8,464	$	1,145

As of December 31, 2022, the Company had federal net operating loss carryforwards of approximately $42.9 million which do not expire. As of December 31, 2022, the Company had post-apportionment state net operating loss carryforwards of approximately $38.5 million which begin to expire in 2031. As of December 31, 2022, the Company had foreign net operating loss carryforwards of approximately $5.9 million which begin to expire in 2026.

As of December 31, 2022 and 2021, the Company’s reserve for uncertain tax positions was $0.1 million and includes potential interest and penalties, which are recorded as a component of income tax expense (benefit). The Company does not expect any significant changes to unrecognized tax benefits within the next twelve months.

As a result of the U.S. Tax Cuts and Jobs Act of 2017, or the Tax Act, our accumulated foreign earnings have been subjected to U.S. tax. Moreover, all future foreign earnings will be subject to a new territorial tax system and dividends received deduction regime in the U.S. As of December 31, 2022, undistributed earnings of certain foreign subsidiaries of approximately $8.9 million are intended to be permanently reinvested outside the U.S. Accordingly, no provision for foreign withholding tax or state income taxes associated with a distribution of these earnings has been made. Determination of the amount of the unrecognized deferred tax liability on these unremitted earnings is not practicable.

We are subject to taxation in the United States and various states and foreign jurisdictions, including the United Kingdom. As of December 31, 2022, we have no tax years under examination by the IRS, and there are currently no state or foreign income tax examinations in process. The Company is subject to United States federal income tax examinations for years after 2018 and to state and foreign income tax examinations for years after 2017.

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.

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
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 14
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32705-109319

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 270
-Section 50
-Paragraph 1
-URI https://asc.fasb.org/extlink&oid=6424409&loc=d3e44925-109338

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-URI https://asc.fasb.org/topic&trid=2144680

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 30
-Section 50
-Paragraph 2
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=6424122&loc=d3e41874-109331

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Weighted Average Number of Shares Outstanding, Diluted [Abstract]

COMMITMENTS, Registration Rights and Warrant Amendments (Details) - CIK 0001846136 Riverview Acquisition Corp - item	Dec. 31, 2022	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%	65.00%

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

Mar. 31, 2023

^[1]

Jun. 30, 2022

Mar. 31, 2022

^[1]

Jun. 30, 2021

Jun. 30, 2022

Dec. 31, 2021

Dec. 31, 2022

^[2]

Dec. 31, 2021

Dec. 31, 2020

^[2]

75,358,000

34,641,000

48,444,000

34,472,000

^[2]

34,202,000

$ (0.06)

$ (0.34)

$ (1.60)

$ (1.34)

^[2]

$ (4.32)

76,693,000

34,641,000

48,444,000

34,472,000

^[2]

34,202,000

$ (0.13)

$ (0.34)

$ (1.60)

$ (1.34)

^[2]

$ (4.32)

Warrants exercisable to purchase of aggregate class A common stock (in shares)

19,900,000

Common Class A [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]

25,000,000

11,392,405

$ (0.34)

$ 0

$ (0.33)

$ 0.32

25,000,000

11,392,405

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

$ (0.34)

$ 0.00

$ (0.33)

$ 0.32

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]

6,250,000

^[3]

6,250,000

^[3]

6,250,000

^[3]

6,250,000

^[3]

6,250,000

$ (0.34)

$ 0

$ (0.33)

$ 0.32

6,250,000

$ (0.34)

$ 0.00

$ (0.33)

$ 0.32

[1]	Retroactively adjusted the three months ended March 31, 2022 for de-SPAC merger transaction as described in Note 4
[2]	Retroactively adjusted for de-SPAC merger transaction as described in Note 4.
[3]	Excluded an aggregate of 937,500 shares forfeited as of December 31, 2021 (see Note 5).

Fair Value Measurements (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

Summary of the fair value of financial instruments


	March 31, 2023
(Thousands)	Level 1		Level 2		Level 3		Total
Assets:
Green coffee associated with forward contracts	$	—	$	34,318	$	—	$	34,318
Forward purchase and sales contracts		—		13,390		—		13,390
Total	$	—	$	47,708	$	—	$	47,708

Liabilities:
Coffee futures contracts	$	302	$	—	$	—	$	302
Forward purchase and sales contracts		—		3,504		—		3,504
Westrock Public Warrants		28,538		—		—		28,538
Westrock Private Warrants		—		—		20,942		20,942
Total	$	28,840	$	3,504	$	20,942	$	53,286


	December 31, 2022
(Thousands)	Level 1		Level 2		Level 3		Total
Assets:
Green coffee associated with forward contracts	$	—	$	39,928	$	—	$	39,928
Forward purchase and sales contracts		—		15,053		—		15,053
Total	$	—	$	54,981	$	—	$	54,981

Liabilities:
Coffee futures contracts	$	3,334	$	—	$	—	$	3,334
Forward purchase and sales contracts		—		4,258		—		4,258
Westrock Public Warrants		27,179		—		—		27,179
Westrock Private Warrants		—		—		28,342		28,342
Total	$	30,513	$	4,258	$	28,342	$	63,113


	December 31, 2022
(Thousands)	Level 1		Level 2		Level 3		Total
Assets:
Green coffee associated with forward contracts	$	—	$	39,928	$	—	$	39,928
Forward purchase and sales contracts		—		15,053		—		15,053
Total	$	—	$	54,981	$	—	$	54,981

Liabilities:
Coffee futures contracts	$	3,334	$	—	$	—	$	3,334
Forward purchase and sales contracts		—		4,258		—		4,258
Westrock Public Warrants		27,179		—		—		27,179
Westrock Private Warrants		—		—		28,342		28,342
Total	$	30,513	$	4,258	$	28,342	$	63,113


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

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

Schedule of change in fair value


(Thousands)	Westrock Private Warrants
Fair value as of December 31, 2022	$	28,342
Change in fair value		(7,400)
Fair value as of March 31, 2023	$	20,942


	Westrock
(Thousands)	Private Warrants
Fair value as of January 1, 2022	$	—
Assumption of warrants		11,618
Change in fair value		16,724
Fair value as of December 31, 2022	$	28,342

Schedule of unobservable inputs

	December 31, 2022
Stock price	$	13.36
Exercise price		11.50
Expected term (years)		5.00
Expected volatility		7.74	%
Risk-free rate of return		3.99	%
Dividend yield		0.00	%

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.

Revenue

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

Revenue

Revenue

Note 5. Revenue

Revenue from Contracts with Customers (ASC 606)

We measure revenue based on the consideration specified in the client arrangement, and revenue is recognized when the performance obligations in the client arrangement are satisfied. Our principal source of revenue is from the procurement, trade, manufacture, and distribution of coffee, tea and extracts to customers in the United States, Europe, and Asia.

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

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

At times, the Company may enter into agreements in which its Sustainable Sourcing & Traceability segment will sell inventory to a third party, from whom the Company’s Beverage Solutions segment has an obligation to repurchase. Such transactions are accounted for as financing transactions in accordance with ASC 606. At March 31, 2023, the Company has $10.2 million of such repurchase agreement obligations, collateralized by the corresponding inventory, that are recorded within accrued expenses and other current liabilities on the Condensed Consolidated Balance Sheets. Net cash flows associated with these repurchase agreements are reported as financing activities in the Condensed Consolidated Statements of Cash Flows.

Revenue from Forward Contracts (ASC 815)

A portion of the Company’s revenues consist of sales from commodity contracts that are accounted for under ASC 815. Sales from commodity contracts primarily relate to forward sales of green coffee which are accounted for as derivatives at fair value under ASC 815. These forward sales meet the definition of a derivative under ASC 815 as they have an 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 costs of sales in our Condensed Consolidated Statements of Operations. For the three months ended March 31, 2023 and 2022, we recorded $1.0 million of net unrealized losses and $6.9 million of net unrealized gains, respectively, within costs of sales.

For the three months ended March 31, 2023 and 2022, the Company recognized $24.4 million and $38.1 million in revenues under ASC 815, respectively, which are reported within the Company’s Sustainable Sourcing & Traceability segment.

Contract Estimates

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 $1.3 million and $1.3 million at March 31, 2023 and December 31, 2022, respectively.

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 March 31, 2023 or December 31, 2022. Receivables from contracts with customers are included in accounts receivable, net on the Company’s Condensed Consolidated Balance Sheets. At March 31, 2023 and December 31, 2022, accounts receivable, net included $118.0 million and $104.7 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 March 31, 2023 and December 31, 2022, 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 and geographic area, based on customer location, for the periods indicated is as follows:


	Three Months Ended March 31,
(Thousands)	2023		2022
Coffee & tea	$	146,349	$	121,682
Flavors, extracts & ingredients		33,862		25,666
Other		998		1,014
Green coffee		24,233		38,066
Net sales	$	205,442	$	186,428


	Three Months Ended March 31,
(Thousands)	2023		2022
United States	$	185,561	$	153,016
All other countries		19,881		33,412
Net sales	$	205,442	$	186,428

Note 5. Revenue

Revenue from Contracts with Customers (ASC 606)

At times, the Company may enter into agreements in which its Sustainable Sourcing & Traceability segment will sell inventory to a third party, from whom the Company’s Beverage Solutions segment has an obligation to repurchase. Such transactions are accounted for as financing transactions in accordance with ASC 606. At December 31, 2022, the Company has $14.6 million of such repurchase agreement obligations, collateralized by the corresponding inventory, that are recorded within accrued expenses and other current liabilities on the Consolidated Balance Sheets. Net cash flows associated with these repurchase agreements are reported as financing activities in the Consolidated Statements of Cash Flows.

Revenue from Forward Contracts (ASC 815)

Revenues from commodity contracts are recognized in revenues for the contractually stated amount when the contracts are settled. Settlement generally occurs upon shipment or delivery of the product when title and risks and rewards of ownership transfers to the customer. Prior to settlement, these forward sales contracts are recognized at fair value with the unrealized gains or losses recorded within cost of sales on our Consolidated Statements of Operations. For the years ended December 31, 2022, 2021 and 2020, we recorded $8.8 million of net unrealized gains, $4.8 million of net unrealized losses and $2.2 million of net unrealized gains, respectively, within costs of sales.

For the years ended December 31, 2022, 2021 and 2020, the Company recognized $181.7 million, $145.6 million and $123.8 million in revenues under ASC 815, respectively, and are reported within the Company’s Sustainable Sourcing & Traceability segment.

Contract Estimates

The nature of the Company’s contracts give rise to variable consideration including cash discounts, volume-based rebates, point of sale promotions, and other promotional discounts to certain customers. For all promotional programs and discounts, the Company estimates the rebate or discount that will be granted to the customer and records an accrual upon invoicing. These estimated rebates or discounts are included in the transaction price of the Company’s contracts with customers as a reduction to net revenues and are included as accrued sales incentives in accrued expenses and other current liabilities in the Consolidated Balance Sheets. Accrued sales incentives were $1.3 million at December 31, 2022 and $1.9 million at December 31, 2021.

Contract Balances

Contract balances relate primarily to advances received from the Company’s customers before revenue is recognized. The Company does not have any material contract liabilities as of December 31, 2022 or 2021. Receivables from contracts with customers are included in accounts receivable, net on the Company’s Consolidated Balance Sheets. At December 31, 2022 and 2021, accounts receivable, net included $104.7 million and $89.0 million in receivables from contracts with customers, respectively.

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

Contract assets, primarily deferred promotional incentives paid to customers, totaled $0.4 million at December 31, 2022 and $0.5 million at December 31, 2021, and were included in prepaid expenses and other current assets on our Consolidated Balance Sheets. Deferred promotional incentives are amortized straight-line over the contract life. Amortization of deferred contract costs for the years ended December 31, 2022, 2021 and 2020 was $1.2 million, $0.3 million and $1.3 million, respectively, and are included in revenues in our Consolidated Statements of Operations.

Concentration of Customers

For the years ended December 31, 2022 and 2021, no customers accounted for more than 10% of our consolidated net revenues. For the year ended December 31, 2020, one customer, which is reported within our Beverage Solutions segment accounted for approximately 10% of our net revenue.

Disaggregated Revenue

Further disaggregation of revenues from sales to external customers by type and geographic area, based on customer location, is as follows:


	Year Ended December 31,
(Thousands)	2022		2021		2020
Coffee & tea	$	569,464	$	445,466	$	344,919
Flavors, extracts & ingredients		112,155		98,850		72,460
Other		3,684		6,697		7,527
Green coffee		182,569		147,131		125,940
Net sales	$	867,872	$	698,144	$	550,846


	Year Ended December 31,
(Thousands)	2022		2021		2020
United States	$	719,437	$	583,011	$	445,210
All other countries		148,435		115,133		105,636
Net sales	$	867,872	$	698,144	$	550,846

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
-Topic 606
-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
-Topic 606
-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
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (e)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

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
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

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 (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

Summary of total consideration

Schedule of inventories


(Thousands)	March 31, 2023		December 31, 2022
Raw materials	$	67,388	$	66,925
Finished goods		27,851		21,232
Green coffee		47,337		57,679
Total inventories	$	142,576	$	145,836


(Thousands)	December 31, 2022		December 31, 2021
Raw materials	$	66,925	$	45,079
Finished goods		21,232		14,895
Green coffee		57,679		49,192
Total inventories	$	145,836	$	109,166

Equity-Based Compensation - Unit option - Activity (Details) - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Equity-Based Compensation
Options granted all-time (in dollars per shares)	$ 9.54
Options
Options outstanding, Beginning Balance (in shares)	3,200,071
Options granted (in shares)	274,868
Options forfeited (in shares)	(218,246)
Options exercised (in shares)	(39,344)
Options outstanding, Ending Balance (in shares)	3,217,349	3,200,071
Exercisable (in shares)	605,246
Average Price
Options outstanding, Beginning Balance (in dollars per shares)	$ 0.49
Options granted (in dollars per shares)		$ 3.24
Options forfeited (in dollars per shares)	0.52
Options exercised (in dollars per shares)	0.53
Options outstanding, Ending Balance (in dollars per shares)	0.72	$ 0.49
Options exercisable (in dollars per shares)	$ 0.53
Average Life
Options outstanding (in years)	7 years 9 months 18 days	8 years 8 months 12 days
Options outstanding exercisable (in years)	7 years 7 months 6 days

Acquisitions (Tables) - Kohana Coffee, LLC

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

Business Acquisition [Line Items]


(Thousands)
Cash consideration	$	15,682
Fair value of stock consideration		23,435
Total Consideration	$	39,117


(Thousands)
Cash consideration	$	15,682
Fair value of stock consideration		23,435
Total Consideration	$	39,117

Summary the purchase price allocation of the assets acquired, and liabilities assumed


(Thousands)	Acquired Value
Cash and cash equivalents	$	797
Accounts receivable		881
Inventory		2,306
Property, plant and equipment		8,387
Goodwill		17,089
Intangible assets		11,718
Accounts payable and accrued liabilities		(2,061)
Total	$	39,117


(Thousands)	Acquired Value
Cash and cash equivalents	$	797
Accounts receivable		881
Inventory		2,306
Property, plant and equipment		8,387
Goodwill		16,946
Intangible assets		11,638
Accounts payable and accrued liabilities		(1,838)
Total	$	39,117

Earnings per Share

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

Earnings per Share

Note 18. Earnings per Share

Prior to the Conversion, the Company’s ownership interests consisted of two classes of equity units, referred to as Common Units and Common Equivalent Preferred Units (“CEP Units”), which have been retroactively adjusted as shares reflecting the conversion ratios discussed in Note 4.

Our Series A Preferred Shares and RSUs issued under our 2022 Equity Incentive Plan are considered participating securities as they receive non-forfeitable rights to dividends at the same rate as Common Shares. As participating securities, we include these instruments in the computation of earnings per share under the two-class method described in ASC 260, Earnings per Share.

shares at the beginning of the reporting period (or at the time of issuance, if later), and the resulting common shares were included in the number of weighted-average units outstanding.

The dilutive effect of Westrock Series A Preferred Shares is calculated using the if-converted method, which assumes an add-back of any accretion on preferred shares to net income attributable to shareholders as if the securities were converted to common shares at the beginning of the reporting period (or at the time of issuance, if later), and the resulting common shares being included in the number of weighted-average units outstanding.

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

The following potentially dilutive securities were excluded from the computation of diluted shares for the periods indicated because their inclusion would have an anti-dilutive effect due to our reported loss.


	Three Months Ended March 31,
(Thousands)	2023		2022
Warrants		—		—
Restricted stock		2,210		475
Options		1,517		1,711
If-converted securities		23,583		25,092

The following table sets forth the computation of basic and diluted earnings per share under the two-class method for the periods indicated.


	Three Months Ended March 31,
(Thousands, except per share data)	2023		2022
Basic Earnings per Common Share
Numerator:
Net loss attributable to common shareholders	$	(4,770)	$	(11,613)
Denominator:
Weighted-average common shares outstanding — basic		75,358		34,641
Basic loss per common share	$	(0.06)	$	(0.34)

Diluted Earnings per Common Share
Numerator:
Net loss attributable to common shareholders — basic	$	(4,770)	$	(11,613)
Effect of non-participating securities		(5,529)		—
Net loss attributable to common shareholders — diluted	$	(10,299)	$	(11,613)
Denominator:
Weighted-average common shares outstanding — basic		75,358		34,641
Impact of if-converted securities		—		—
Effect of other dilutive securities		1,335		—
Weighted-average common shares outstanding — diluted		76,693		34,641

Dilutive loss per common share	$	(0.13)	$	(0.34)

Note 19. Earnings per Share

Prior to the Conversion, the dilutive effect of CEP Units was calculated by using the “if-converted” method. This assumed an add-back of dividends on the CEP Units to net income attributable to shareholders as if the securities were converted to common shares at the beginning of the reporting period (or at the time of issuance, if later), and the resulting common shares were included in the number of weighted-average units outstanding.

The dilutive effect of Westrock Series A Preferred Shares is calculated using the if-converted method, which assumes that add-back any accretion on preferred shares to net income attributable to shareholders as if the securities were converted to common shares at the beginning of the reporting period (or at the time of issuance, if later), and the resulting common shares were included in the number of weighted-average units outstanding.

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

The following potentially dilutive securities were excluded from the computation of diluted shares because their inclusion would have an anti-dilutive effect due to our reported loss.


	Year Ended December 31,
(Thousands)	2022		2021		2020
Warrants		19,373		—		—
Restricted stock		1,602		950		1,425
Options		3,217		3,200		2,531
If-converted securities		23,588		25,092		23,308

The following table sets forth the computation of basic and diluted earnings per share under the two-class method.


	Year Ended December 31,
(Thousands, except per share data)	2022		2021		2020
Diluted Earnings per Common Share
Numerator:
Net loss attributable to common shareholders — basic	$	(77,633)	$	(46,155)	$	(147,684)
Effect of non-participating securities		—		—		—
Net loss attributable to common shareholders — diluted	$	(77,633)	$	(46,155)	$	(147,684)
Denominator:
Weighted-average common shares outstanding — basic		48,444		34,472		34,202
Impact of if-converted securities		—		—		—
Effect of other dilutive securities		—		—		—
Weighted-average common shares outstanding — diluted		48,444		34,472		34,202

Dilutive loss per common share	$	(1.60)	$	(1.34)	$	(4.32)

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 as of beginning	$ 3,933,105
Change in valuation inputs or other assumptions	3,308,535
Fair value as of ending	7,241,640	$ 3,933,105
Warrant Liabilities [Member]
Changes in Fair Value of Level 3 Warrant Liabilities [Roll Forward]
Fair value as of beginning	3,933,105
Initial measurement		18,257,000
Change in valuation inputs or other assumptions		(5,948,895)
Transfer to Level 1		(8,375,000)
Fair value as of ending		3,933,105
Private Placement
Changes in Fair Value of Level 3 Warrant Liabilities [Roll Forward]
Fair value as of beginning	3,933,105
Initial measurement		6,882,000
Change in valuation inputs or other assumptions	3,308,535	(2,948,895)
Fair value as of ending	7,241,640	3,933,105
Public Placement
Changes in Fair Value of Level 3 Warrant Liabilities [Roll Forward]
Fair value as of beginning	0
Initial measurement		11,375,000
Change in valuation inputs or other assumptions	0	(3,000,000)
Transfer to Level 1		(8,375,000)
Fair value as of ending	$ 0	$ 0

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
Common Class A [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] \| Common Class A [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

CONSOLIDATED BALANCE SHEETS
$ in Thousands

Dec. 31, 2021

USD ($)

ASSETS

Accounts receivable, net of allowance for credit losses of $3,023 and $3,749, respectively

$ 19,344

Restricted cash

3,526

85,795

Prepaid expenses and other current assets

109,166

Derivative assets

13,765

6,410

Property, plant and equipment, net

238,006

127,613

97,053

Intangible assets, net

125,914

Other long-term assets

4,434

LIABILITIES, CONVERTIBLE PREFERRED SHARES, REDEEMABLE UNITS, AND SHAREHOLDERS' EQUITY (DEFICIT)

593,020

Current maturities of long-term debt

8,735

Short-term debt

4,510

Short-term related party debt

34,199

Accounts payable

80,405

Derivative liabilities

14,021

26,370

Subordinated related party debt

168,240

Long-term debt, net

277,064

13,300

Deferred income taxes

25,515

Other long-term liabilities

3,028

Commitments and contingencies (Note 21)

487,147

Shareholders' Equity (Deficit)

Preferred stock, $0.01 par value, 26,000 shares authorized, no shares issued and outstanding

^[1]

Common stock, $0.01 par value, 300,000 shares authorized, 75,628 shares and 75,020 shares issued and outstanding at March 31, 2023 and December 31, 2022, respectively

345

^[1]

60,628

^[1]

(251,725)

^[1]

Total shareholders' equity attributable to Westrock Coffee Company

12,018

^[1]

(178,734)

^[1]

Noncontrolling interest

2,736

^[1]

Total Liabilities, Convertible Preferred Shares and Shareholders' Equity

(175,998)

^[1],[2]

593,020

^[1]

Series A Redeemable Common Equivalent Preferred Units

LIABILITIES, CONVERTIBLE PREFERRED SHARES, REDEEMABLE UNITS, AND SHAREHOLDERS' EQUITY (DEFICIT)

Series B Redeemable Common Equivalent Preferred Units

264,729

LIABILITIES, CONVERTIBLE PREFERRED SHARES, REDEEMABLE UNITS, AND SHAREHOLDERS' EQUITY (DEFICIT)

Series A Redeemable Common Equivalent Preferred Shares

17,142

LIABILITIES, CONVERTIBLE PREFERRED SHARES, REDEEMABLE UNITS, AND SHAREHOLDERS' EQUITY (DEFICIT)

Weighted Average Number of Shares Outstanding, Diluted [Abstract]

[1]	Retroactively adjusted for de-SPAC merger transaction as described in Note 4.
[2]	Retroactively adjusted the three months ended March 31, 2022 for de-SPAC merger transaction as described in Note 4

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

Mar. 31, 2023

^[1]

Jun. 30, 2022

Mar. 31, 2022

^[1]

Jun. 30, 2021

Jun. 30, 2022

Dec. 31, 2021

Dec. 31, 2022

^[2]

Dec. 31, 2021

Dec. 31, 2020

^[2]

75,358,000

34,641,000

48,444,000

34,472,000

^[2]

34,202,000

$ (0.06)

$ (0.34)

$ (1.60)

$ (1.34)

^[2]

$ (4.32)

76,693,000

34,641,000

48,444,000

34,472,000

^[2]

34,202,000

$ (0.13)

$ (0.34)

$ (1.60)

$ (1.34)

^[2]

$ (4.32)

Warrants exercisable to purchase of aggregate class A common stock (in shares)

19,900,000

Common Class A [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

$ (0.34)

$ 0

$ (0.33)

$ 0.32

25,000,000

11,392,405

Common Class B [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

^[3]

6,250,000

^[3]

6,250,000

^[3]

6,250,000

^[3]

6,250,000

$ (0.34)

$ 0

$ (0.33)

$ 0.32

6,250,000

$ (0.34)

$ 0.00

$ (0.33)

$ 0.32

[1]	Retroactively adjusted the three months ended March 31, 2022 for de-SPAC merger transaction as described in Note 4
[2]	Retroactively adjusted for de-SPAC merger transaction as described in Note 4.
[3]	Excluded an aggregate of 937,500 shares forfeited as of December 31, 2021 (see Note 5).

Equity-Based Compensation - Restricted common units - Activity (Details) - Restricted common units - $ / shares	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Units
Units outstanding, Beginning balance (in shares)	1,127,000
Units granted (in shares)	1,093,471	1,145,000
Units forfeited (in shares)	(10,772)	(18,000)
Units outstanding, Ending balance (in shares)	2,209,699	1,127,000
Average Fair Market Value
Average Fair Market Value outstanding, Beginning balance (in dollars per shares)	$ 11.49
Average Fair Market Value granted (in dollars per shares	11.93	$ 11.49
Average Fair Market Value forfeited (in dollars per shares	11.57	11.51
Average Fair Market Value outstanding, Ending balance (in dollars per shares	$ 11.71	$ 11.49

Segment Information (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

Summary of selected financial data related to our segments


	Three Months Ended March 31, 2023
			Sustainable				Total of
	Beverage		Sourcing &		Intersegment		Reportable
(Thousands)	Solutions		Traceability		Revenues		Segments
Net sales	$	181,209	$	25,391	$	(1,158)	$	205,442

Adjusted EBITDA		8,421		32		n/a		8,453
Less:
Interest expense								6,029
Income tax benefit								(4,359)
Depreciation and amortization								5,874
Acquisition, restructuring and integration expense								6,644
Change in fair value of warrant liabilities								(5,529)
Management and consulting fees (S&D Coffee, Inc. acquisition)								556
Equity-based compensation								1,548
Conway extract and ready-to-drink facility start-up costs								1,869
Mark-to-market adjustments								(1,236)
Loss on disposal of property, plant and equipment								896
Other								487
Net loss							$	(4,326)
Total assets		688,403		84,898		n/a		773,301


	Three Months Ended March 31, 2022
			Sustainable				Total of
	Beverage		Sourcing &		Intersegment		Reportable
(Thousands)	Solutions		Traceability		Revenues		Segments
Net sales	$	148,362	$	47,772	$	(9,706)	$	186,428

Adjusted EBITDA		10,420		974		n/a		11,394
Less:
Interest expense								8,048
Income tax benefit								(1,584)
Depreciation and amortization								6,014
Acquisition, restructuring and integration expense								2,483
Management and consulting fees (S&D Coffee, Inc. acquisition)								1,335
Equity-based compensation								171
Mark-to-market adjustments								(1,145)
Loss on disposal of property, plant and equipment								105
Other								672
Net loss							$	(4,705)
Total assets		532,035		113,329		n/a		645,364


	Year Ended December 31, 2022
			Sustainable				Total of
	Beverage		Sourcing &		Intersegment		Reportable
(Thousands)	Solutions		Traceability		Revenues		Segments
Net sales	$	685,303	$	207,579	$	(25,010)	$	867,872

Adjusted EBITDA		53,951		6,102		n/a		60,053
Less:
Interest expense, net								35,497
Income tax expense								111
Depreciation and amortization								24,210
Acquisition, restructuring and integration expense								13,169
Change in fair value of warrants								29,675
Management and consulting fees (S&D acquisition)								3,868
Equity-based compensation								2,631
Mark-to-market adjustments								3,502
Loss (gain) on disposal of property, plant and equipment								935
Other								1,916
Net loss							$	(55,461)

Capital expenditures	$	63,158	$	103		n/a	$	63,261
Total assets		658,814		87,399		n/a		746,213


	Year Ended December 31, 2021
			Sustainable				Total of
	Beverage		Sourcing &		Intersegment		Reportable
(Thousands)	Solutions		Traceability		Revenues		Segments
Net sales	$	551,013	$	170,035	$	(22,904)	$	698,144

Adjusted EBITDA		41,468		5,706		n/a		47,174
Less:
Interest expense, net								32,549
Income tax benefit								(3,368)
Depreciation and amortization								25,501
Acquisition, restructuring and integration expense								8,835
Management and consulting fees (S&D acquisition)								6,382
Equity-based compensation								1,223
Mark-to-market adjustments								(3,585)
Loss (gain) on disposal of property, plant and equipment								243
Other								702
Net loss							$	(21,308)

Capital expenditures	$	24,501	$	614		n/a	$	25,115
Total assets		510,751		82,269		n/a		593,020


	Year Ended December 31, 2020
			Sustainable				Total of
	Beverage		Sourcing &		Intersegment		Reportable
(Thousands)	Solutions		Traceability		Revenues		Segments
Net sales	$	424,906	$	150,577	$	(24,637)	$	550,846

Adjusted EBITDA		28,802		4,793		n/a		33,595
Less:
Interest expense, net								25,229
Income tax benefit								(17,545)
Depreciation and amortization								23,838
Acquisition, restructuring and integration expense								22,355
Management and consulting fees (S&D acquisition)								5,317
Equity-based compensation								1,553
Impairment charges								82,083
Inventory write-offs								5,432
Mark-to-market adjustments								(217)
Loss (gain) on disposal of property, plant and equipment								7,750
Other								6,665
Net loss							$	(128,865)

Capital expenditures	$	18,944	$	528		n/a	$	19,472
Total assets		488,577		59,563		n/a		548,140

Derivatives - Pre-tax net gains and losses (Details) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Derivatives
Net unrealized gains (losses)	$ 2,240	$ (4,860)	$ (18,114)	$ 8,178	$ 3,581
Designated as hedges \| Cash flow hedging \| Coffee derivatives \| Cost of sales
Derivatives
Net realized gains (losses)	$ (721)	$ 4,129	13,094	7,197	1,746
Not designated as hedges \| Cash flow hedging \| Forward Contract and Other Cost of Sales
Derivatives
Net unrealized gains (losses)			$ 8,828	$ (4,799)	$ 2,176

SCHEDULE I - PARENT COMPANY ONLY

12 Months Ended

Dec. 31, 2022

SCHEDULE I - PARENT COMPANY ONLY

SCHEDULE I - PARENT COMPANY ONLY

SCHEDULE I

WESTROCK COFFEE COMPANY

PARENT COMPANY ONLY

CONDENSED BALANCE SHEET


(Thousands, except par value)	December 31, 2022		December 31, 2021
ASSETS
Cash and cash equivalents	$	77	$	1,020
Related party receivables		2,000		1,701
Total current assets		2,077		2,721

Deferred income taxes		1,032		—
Investment in consolidated subsidiaries		336,753		100,416
Total Assets	$	339,862	$	103,137

LIABILITIES, CONVERTIBLE PREFERRED SHARES, REDEEMABLE UNITS, AND SHAREHOLDERS' EQUITY (DEFICIT)
Accrued expenses and other current liabilities	$	38	$	—
Related party receivables		98		—
Total current liabilities		136		—

Warrant liabilities		55,521		—
Total liabilities		55,657		—

Series A Convertible Preferred Shares, $0.01 par value, 24,000 shares authorized, 23,588 shares issued and outstanding, $11.50 liquidation value		274,936		—
Series A Redeemable Common Equivalent Preferred Units: $0.00 par value, 222,150 units authorized, no units and 222,150 units issued and outstanding at December 31, 2022 and December 31, 2021, respectively		—		264,729
Series B Redeemable Common Equivalent Preferred Units: $0.00 par value, 17,000 units authorized, no units and 17,000 units issued and outstanding at December 31, 2022 and December 31, 2021, respectively		—		17,142

Shareholders' Equity (Deficit) ⁽¹⁾
Preferred stock, $0.01 par value, 26,000 shares authorized, no shares issued and outstanding		—		—
Common stock, $0.01 par value, 300,000 shares authorized, 75,020 shares issued and outstanding at December 31, 2022; $0.00 par value, 39,389 shares authorized, 34,523 shares issued and outstanding at December 31, 2021		750		345
Additional paid-in-capital		342,664		60,628
Accumulated deficit		(328,042)		(251,725)
Accumulated other comprehensive income (loss)		(6,103)		12,018
Total shareholders' equity (deficit)		9,269		(178,734)

Total Liabilities, Convertible Preferred Shares, Redeemable Units and Shareholders' Equity (Deficit)	$	339,862	$	103,137

(1) Retroactively adjusted for de-SPAC merger transaction as described in Note 4 to the consolidated financial statements.

See accompanying notes to the condensed financial statements.

SCHEDULE I

WESTROCK COFFEE COMPANY

PARENT COMPANY ONLY

CONDENSED STATEMENTS OF OPERATIONS


	Year Ended December 31,
(Thousands, except per share data)	2022		2021		2020
Change in fair value of warrant liabilities	$	(29,675)	$	—	$	—
Earnings (loss) from consolidated subsidiaries		(23,364)		(21,947)		(129,171)
Loss before income taxes		(53,039)		(21,947)		(129,171)
Income tax expense (benefit)		2,146		—		—
Net loss attributable to shareholders		(55,185)		(21,947)		(129,171)
Comprehensive loss attributable to common shareholders	$	(95,754)	$	(37,957)	$	(143,864)

See accompanying notes to the condensed financial statements.

SCHEDULE I

WESTROCK COFFEE COMPANY

PARENT COMPANY ONLY

CONDENSED STATEMENTS OF CASH FLOWS


	Year Ended December 31,
(Thousands)	2022		2021		2020
Cash flows from operating activities:
Net cash used in operating activities	$	(14,950)	$	(22,425)	$	(127,618)
Cash flows from financing activities:
Proceeds from related party debt		11,700		—		—
Proceeds from issuance of common equivalent preferred units		—		17,000		222,150
Proceeds from de-SPAC merger and PIPE financing		255,737		—		—
Payment of common equity issuance costs		(23,998)		—		—
Payment of preferred equity issuance costs		(1,250)		—		—
Common equivalent preferred dividends		(4,380)		—		—
Payment of taxes for net share settlement of equity awards		(477)		—		—
Proceeds from exercise of stock options		375		(162)		—
Intercompany transactions, net		(223,700)		6,607		(94,532)
Net cash provided by financing activities		14,007		23,445		127,618
Net increase (decrease) in cash and cash equivalents and restricted cash		(943)		1,020		—
Cash and cash equivalents and restricted cash at beginning of period		1,020		—		—
Cash and cash equivalents and restricted cash at end of period	$	77	$	1,020	$	—

See accompanying notes to the condensed financial statements.

Notes to Parent Company Only Condensed Financial Statements

Note 1. Basis of Presentation

The condensed financial statements of Westrock Coffee Company (the “Registrant”) have been prepared in accordance with Rule 12-04, Schedule I of Regulation S-X, as the restricted assets of the subsidiaries of Westrock, as defined in Rule 4-08(e)(3) of Regulation S-X, exceed 25% of the consolidated net assets of the Company.

The condensed financial statements of Westrock Coffee Company have been prepared using the same accounting principles and policies described in Note 3, Summary of Significant Accounting Policies, of Part II, Item 8 Financial Statements and Supplementary Data of this Annual Report on Form 10-K, with the only exception being that the parent company accounts for its subsidiaries using the equity method of accounting. The parent company condensed financial information should be read in conjunction with the Company’s consolidated financial statements and the accompanying notes thereto included in Part II, Item 8 of this Annual Report on Form 10-K.

Note 2. Debt Restrictions

Pursuant to the terms of the Credit Agreement, Westrock Beverage Solutions, LLC has restrictions on its ability to (i) declare or pay dividends or make any other distribution whether in cash, property, securities or a combination thereof or (ii) directly or indirectly redeem, purchase, retire or otherwise acquire for value any of Westrock Beverage Solutions, LLC’s equity interests or set aside any amount for such purpose, other than through the issuance of qualified equity interests, as defined in the Credit Agreement.

De-SPAC Merger Transaction - Other Information (Details)			2 Months Ended	3 Months Ended	12 Months Ended
	Aug. 26, 2022 USD ($) $ / shares shares	Aug. 25, 2022 class $ / shares	Aug. 26, 2022 USD ($) $ / shares shares	Mar. 31, 2023 USD ($) $ / shares shares	Dec. 31, 2022 USD ($) $ / shares shares	Dec. 31, 2021 USD ($) $ / shares	Dec. 31, 2020 USD ($)	Dec. 31, 2019 USD ($)
De-SPAC Merger Transaction
Preferred dividends paid	$ 4,400,000		$ 4,400,000		$ 4,380,000
Goodwill	0		0	$ 116,090,000	113,999,000	$ 97,053,000	$ 97,053,000	$ 14,616,000
Intangible assets	0		0	$ 128,992,000	130,886,000	$ 125,914,000
Transaction cost incurred capitalized	24,000,000.0		$ 24,000,000.0
Transaction costs related to the issuance of shares	24,000,000.0
Deferred transaction cost					0
Payment of preferred equity issuance costs					1,250,000
Net gain (loss) on extinguishment					$ 2,870,000
Common Stock
De-SPAC Merger Transaction
Issuance of common shares related to conversion of debt to equity (see Note 12) (in units) \| shares				6,000	2,500,000
Term Loan facility
De-SPAC Merger Transaction
Proceeds from line of credit	175,000,000.0
Riverview
De-SPAC Merger Transaction
Number of shares issued, value	$ 49,800,000
Number of shares issued \| shares	12,868,151
Number of classes of equity \| class		2
Number of shares issued for each unit \| shares	1		1
Common stock par value ( in dollars per share) \| $ / shares	$ 0.01		$ 0.01
Transaction cost incurred capitalized	$ 17,100,000		$ 17,100,000
Transaction cost incurred expenses	17,100,000
Payment of preferred equity issuance costs	1,300,000
Net gain (loss) on extinguishment	$ (2,900,000)
Riverview \| Common Stock
De-SPAC Merger Transaction
Number of shares issued \| shares	34,855,535
Number of shares issued for each unit \| shares	0.1049203474320		0.1049203474320
Common stock par value ( in dollars per share) \| $ / shares	$ 0.01		$ 0.01
Issuance of common shares related to conversion of debt to equity (see Note 12) (in units) \| shares	2,220,305
Riverview \| Common Stock PIPE Commitments
De-SPAC Merger Transaction
Number of shares issued \| shares	1,910,000
Series A Redeemable Common Equivalent Preferred Units
De-SPAC Merger Transaction
Redeemable Common Preferred Units, Par Value (in dollars per unit) \| $ / shares					$ 0.00	$ 0.00
Series A Redeemable Common Equivalent Preferred Units \| Riverview
De-SPAC Merger Transaction
Number of shares issued for each unit \| shares	0.1086138208640		0.1086138208640
Series B Redeemable Common Equivalent Preferred Units
De-SPAC Merger Transaction
Redeemable Common Preferred Units, Par Value (in dollars per unit) \| $ / shares					$ 0.00	$ 0.00
Series B Redeemable Common Equivalent Preferred Units \| Riverview
De-SPAC Merger Transaction
Number of shares issued for each unit \| shares	0.1049203474320		0.1049203474320
Series Convertible Preferred Shares
De-SPAC Merger Transaction
Liquidation preference per share \| $ / shares	$ 11.50		$ 11.50	$ 11.50
CEP Units \| Riverview
De-SPAC Merger Transaction
Liquidation preference per share \| $ / shares		$ 1.00
Percent of increase in liquidation preference per share		10.00%
Temporary Equity, Liquidation Preference					$ 13,900,000	$ 24,200,000	$ 18,500,000
Series A Redeemable Common Equivalent Preferred Shares
De-SPAC Merger Transaction
Temporary Equity, Liquidation Preference				$ 11.50	$ 11.50	$ 11.50
Redeemable Common Preferred Units, Par Value (in dollars per unit) \| $ / shares				$ 0.01	$ 0.01	$ 0.01
Series A Redeemable Common Equivalent Preferred Shares \| Riverview
De-SPAC Merger Transaction
Number of shares issued for each unit \| shares	0.1086138208740		0.1086138208740
Number of new stock classified as temporary equity issued \| shares	23,587,952
Series B Redeemable Common Equivalent Preferred Shares \| Riverview
De-SPAC Merger Transaction
Number of shares issued for each unit \| shares	0.0919280171940		0.0919280171940
Class A share \| Riverview
De-SPAC Merger Transaction
Number of shares issued for each unit \| shares	1		1
New Company \| Riverview \| Common Stock PIPE Commitments
De-SPAC Merger Transaction
Number of shares issued \| shares	20,590,000
Amount received	$ 205,900,000		$ 205,900,000
New Company \| Riverview \| Wells Fargo \| Revolving loan commitment
De-SPAC Merger Transaction
Face amount	$ 175,000,000.0		$ 175,000,000.0

Subsequent Events

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

Subsequent Events

Subsequent Events

Note 22. Subsequent Events

On April 3, 2023, the Company purchased the 15% of Falcon that it did not previously own, resulting in Falcon becoming a wholly-owned subsidiary of the Company. Aggregate consideration paid for the interest totaled $3.2 million and included $2.0 million in cash and 100,000 Common Shares. Due to the Company’s controlling financial interest in Falcon prior to the purchase, the transaction will be accounted for as an equity transaction.

Note 23. Subsequent Events

On February 14, 2023, the Company entered into an Incremental Assumption Agreement and Amendment No. 1 (the “Amendment”) to its Credit Agreement, which establishes a new class of incremental term loan commitments in the form of a senior secured delayed draw term loan credit facility (the “Delayed Draw Term Loan Facility”) in the aggregate principal amount of $50.0 million, proceeds of which may be used to fund capital expenditures related to our extract and ready-to-drink facility in Conway, Arkansas, or for general corporate purposes.

The interest rates under the Delayed Draw Term Loan Facility are the same as the interest rates with respect to the initial term loans under the existing Term Loan Facility, and the commitment fees applying to the unused portion of the Delayed Draw Term Loan Facility are the same as the commitment fees with respect to the Revolving Credit Facility. Any delayed draw term loan funded under the Delayed Draw Term Loan Facility will mature on August 29, 2027. As of the date of this Annual Report on Form 10-K, no borrowings have been made under the Delayed Draw Term Loan Facility.

On February 28, 2023, the Company completed the acquisition of Bixby Roasting Co. (“Bixby”), a specialty-grade roaster that is a leader in the emerging influencer-led brand space. The acquisition allows Westrock to continue to expand its product marketing and development resources as it capitalizes on shifting consumer consumption trends. The acquisiton includes Bixby’s roasting facility in Los Angeles, California. Aggregate consideration paid for Bixby included 39,778 shares of common stock of the Company, par value $0.01 per share, and approximately $2.2 million in cash, subject to customary adjustments.

Due to the timing of the acquisition, the initial accounting for the acquisition is incomplete. As such, we are not able to disclose certain information relating to the acquisition, including the preliminary fair value of assets acquired and liabilities assumed.

On March 21, 2023, the Company entered into a $70 million working capital trade finance facility with multiple financial institutions through its subsidiary, Falcon. The facility replaces Falcon’s existing working capital trade finance facility. The new facility is uncommitted and repayable on demand, with certain of Falcon’s assets pledged as collateral against the facility. The new facility will mature one year from inception. Borrowings under the new facility will bear interest at the borrower’s option at a rate equal to i) Term SOFR plus a margin of 4.00% plus a liquidity premium set by the lender at the time of borrowing or ii) the Base Rate (determined by reference to the greatest of i) the Prime Rate at such time, ii) ½ of 1% in excess of the Federal Funds Effective Rate at such time, and iii) Term SOFR for a one-month tenor in effect at such time plus 1%.

INCOME TAX (Tables)

11 Months Ended

12 Months Ended

Dec. 31, 2021

Dec. 31, 2022

Schedule of Deferred Tax Assets and Liabilities [Table Text Block]


(Thousands)	December 31, 2022		December 31, 2021
Deferred tax assets
Liabilities and reserves	$	2,300	$	3,501
Interest limitation		16,256		8,884
Net operating losses		13,483		8,850
Transaction expenses		206		79
Inventories		1,449		—
Stock compensation		794		—
Derivatives		552		—
Operating lease liabilities		2,430		—
Other		269		711
Total		37,739		22,025
Valuation allowance		(8,464)		(1,145)
Total deferred tax assets, net	$	29,275	$	20,880
Deferred tax liabilities
Property, plant and equipment	$	(13,334)	$	(10,581)
Intangible assets		(27,358)		(29,221)
Derivatives		—		(4,451)
Inventories		—		(2,035)
Right-of-use assets		(2,403)		—
Other		(535)		(107)
Total		(43,630)		(46,395)
Net deferred tax liability	$	(14,355)	$	(25,515)

Income Tax Provision


	Year Ended December 31,
(Thousands)	2022		2021		2020
Current expense (benefit)
Federal	$	—	$	—	$	—
State		529		179		201
Foreign		1,619		(99)		510
Total current		2,148		80		711
Deferred expense (benefit)
Federal		173		(4,617)		(15,230)
State		81		(901)		(3,003)
Foreign		(2,291)		2,070		(23)
Total deferred		(2,037)		(3,448)		(18,256)

Income tax expense (benefit)	$	111	$	(3,368)	$	(17,545)

Schedule of Effective Income Tax Rate Reconciliation [Table Text Block]


	Year Ended December 31,
(Thousands)	2022			2021			2020
Income tax expense (benefit) at US statutory income tax rate	$	(11,624)		$	(5,182)		$	(30,746)
State income tax expense (benefit), net of federal benefit		(1,507)			(773)			(2,844)
Foreign rate differential		(15)			(304)			(179)
Change in fair value of warrants		6,232			—			—
Goodwill impairment		—			—			16,624
Global intangible low-taxed income (“GILTI”) inclusion		—			1,095			22
Transaction costs		—			260			507
Other permanent differences		323			78			136
Step-up on C Corp conversion		—			—			(1,578)
Change in valuation allowance		7,319			632			513
Provision to return adjustments		(320)			(166)			—
Effect of change in foreign tax rates		(552)			1,181			—
Other		255			(189)			—
Income tax expense (benefit)	$	111		$	(3,368)		$	(17,545)

Effective tax rate		(0.20)	%		13.6	%		12.0	%

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	%

COMMITMENTS	3 Months Ended	6 Months Ended	11 Months Ended	12 Months Ended
COMMITMENTS	Mar. 31, 2023	Jun. 30, 2022	Dec. 31, 2021	Dec. 31, 2022
COMMITMENTS AND CONTINGENCIES	Note 20. Commitments and Contingencies We are subject to various claims and legal proceedings with respect to matters such as governmental regulations, and other actions arising out of the normal course of business. Management believes that the resolution of these matters will not have a material adverse effect on our financial position, results of operations, or cash flow. We have future purchase obligations of $278.4 million as of March 31, 2023 that consist of commitments for the purchase of inventory over the next 12 months. These obligations represent the minimum contractual obligations expected under the normal course of business. In addition, at March 31, 2023, we had an obligation to repurchase $10.2 million of inventory associated with repurchase agreements in which the Company’s Sustainable Sourcing & Traceability segment has sold inventory to a third party and from whom the Company’s Beverage Solutions segment has an obligation to repurchase. The liability for these obligations is recorded within accrued expenses and other current liabilities on the Company’s Condensed Consolidated Balance Sheet.			Note 21. Commitments and Contingencies We are subject to various claims and legal proceedings with respect to matters such as governmental regulations, and other actions arising out of the normal course of business. Management believes that the resolution of these matters will not have a material adverse effect on our financial position, results of operations, or cash flow. We have future purchase obligations of $184.2 million as of December 31, 2022 that consist of commitments for the purchase of inventory over the next 12 months. These obligations represent the minimum contractual obligations expected under the normal course of business. In addition, at December 31, 2022 we had an obligation to repurchase $14.6 million of inventory associated with repurchase agreements in which the Company’s Sustainable Sourcing & Traceability segment has sold inventory to a third party and from whom the Company’s Beverage Solutions segment has an obligation to repurchase. The liability for these obligations is recorded within accrued expenses and other current liabilities on the Company’s Consolidated Balance Sheet.
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.

Segment information - Selected Financial Data (Details) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Segment Information
Revenues	$ 205,442	$ 186,428	$ 867,872	$ 698,144	$ 550,846
Adjusted EBITDA	8,453	11,394	60,053	47,174	33,595
Interest expense, net	6,029	8,048	35,497	32,549	25,229
Income tax expense (benefit)	(4,359)	(1,584)	111	(3,368)	(17,545)
Depreciation and amortization	5,874	6,014	24,210	25,501	23,838
Acquisition, restructuring and integration expense	6,644	2,483	13,169	8,835	22,355
Change in fair value of warrant liabilities	(5,529)		29,675
Management and consulting fees	556	1,335	3,868	6,382	5,317
Equity-based compensation	1,548	171	2,631	1,223	1,553
Impairment charges					82,083
Inventory write-offs					5,432
Mark-to-market adjustments	(1,236)	(1,145)	3,502	(3,585)	(217)
Loss on disposal of property, plant and equipment	896	105	935	243	7,750
Other	487	672	1,916	702	6,665
Net loss	(4,326)	(4,705)	(55,461)	(21,308)	(128,865)
Capital expenditures			63,261	25,115	19,472
Total assets	773,301	645,364	746,213	593,020	548,140
Operating Segments \| Beverage Solutions.
Segment Information
Revenues	181,209	148,362	685,303	551,013	424,906
Adjusted EBITDA	8,421	10,420	53,951	41,468	28,802
Capital expenditures			63,158	24,501	18,944
Total assets	688,403	532,035	658,814	510,751	488,577
Operating Segments \| Sustainable, Sourcing and Traceability
Segment Information
Revenues	25,391	47,772	207,579	170,035	150,577
Adjusted EBITDA	32	974	6,102	5,706	4,793
Capital expenditures			103	614	528
Total assets	84,898	113,329	87,399	82,269	59,563
Intersegment Eliminations
Segment Information
Revenues	$ (1,158)	$ (9,706)	$ (25,010)	$ (22,904)	$ (24,637)

Acquisitions - Purchase price allocation of the assets acquired, and liabilities assumed (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022	Nov. 14, 2022	Aug. 26, 2022	Dec. 31, 2021	Dec. 31, 2020	Feb. 28, 2020	Dec. 31, 2019
Business Acquisition
Goodwill	$ 116,090	$ 113,999		$ 0	$ 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
Kohana Coffee, LLC
Business Acquisition
Cash and cash equivalents			$ 797
Accounts receivable			881
Inventory			2,306
Property, plant and equipment			8,387
Goodwill	$ 100		17,089
Intangible assets			11,638
Accounts payable and accrued liabilities			(1,838)
Total			$ 39,117

Fair Value Measurements (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

Summary of the fair value of financial instruments


	March 31, 2023
(Thousands)	Level 1		Level 2		Level 3		Total
Assets:
Green coffee associated with forward contracts	$	—	$	34,318	$	—	$	34,318
Forward purchase and sales contracts		—		13,390		—		13,390
Total	$	—	$	47,708	$	—	$	47,708

Liabilities:
Coffee futures contracts	$	302	$	—	$	—	$	302
Forward purchase and sales contracts		—		3,504		—		3,504
Westrock Public Warrants		28,538		—		—		28,538
Westrock Private Warrants		—		—		20,942		20,942
Total	$	28,840	$	3,504	$	20,942	$	53,286


	December 31, 2022
(Thousands)	Level 1		Level 2		Level 3		Total
Assets:
Green coffee associated with forward contracts	$	—	$	39,928	$	—	$	39,928
Forward purchase and sales contracts		—		15,053		—		15,053
Total	$	—	$	54,981	$	—	$	54,981

Liabilities:
Coffee futures contracts	$	3,334	$	—	$	—	$	3,334
Forward purchase and sales contracts		—		4,258		—		4,258
Westrock Public Warrants		27,179		—		—		27,179
Westrock Private Warrants		—		—		28,342		28,342
Total	$	30,513	$	4,258	$	28,342	$	63,113


	December 31, 2022
(Thousands)	Level 1		Level 2		Level 3		Total
Assets:
Green coffee associated with forward contracts	$	—	$	39,928	$	—	$	39,928
Forward purchase and sales contracts		—		15,053		—		15,053
Total	$	—	$	54,981	$	—	$	54,981

Liabilities:
Coffee futures contracts	$	3,334	$	—	$	—	$	3,334
Forward purchase and sales contracts		—		4,258		—		4,258
Westrock Public Warrants		27,179		—		—		27,179
Westrock Private Warrants		—		—		28,342		28,342
Total	$	30,513	$	4,258	$	28,342	$	63,113


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

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

Schedule of change in fair value


(Thousands)	Westrock Private Warrants
Fair value as of December 31, 2022	$	28,342
Change in fair value		(7,400)
Fair value as of March 31, 2023	$	20,942


	Westrock
(Thousands)	Private Warrants
Fair value as of January 1, 2022	$	—
Assumption of warrants		11,618
Change in fair value		16,724
Fair value as of December 31, 2022	$	28,342

Schedule of unobservable inputs


	March 31, 2023			December 31, 2022
Stock price	$	12.24		$	13.36
Exercise price		11.50			11.50
Expected term (years)		5.00			5.00
Expected volatility		19.30	%		7.74	%
Risk-free rate of return		3.64	%		3.99	%
Dividend yield		0.00	%		0.00	%

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

Commitments and Contingencies

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

Commitments and Contingencies.

Note 20. Commitments and Contingencies

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

We have future purchase obligations of $278.4 million as of March 31, 2023 that consist of commitments for the purchase of inventory over the next 12 months. These obligations represent the minimum contractual obligations expected under the normal course of business.

In addition, at March 31, 2023, we had an obligation to repurchase $10.2 million of inventory associated with repurchase agreements in which the Company’s Sustainable Sourcing & Traceability segment has sold inventory to a third party and from whom the Company’s Beverage Solutions segment has an obligation to repurchase. The liability for these obligations is recorded within accrued expenses and other current liabilities on the Company’s Condensed Consolidated Balance Sheet.

Note 21. Commitments and Contingencies

We have future purchase obligations of $184.2 million as of December 31, 2022 that consist of commitments for the purchase of inventory over the next 12 months. These obligations represent the minimum contractual obligations expected under the normal course of business.

In addition, at December 31, 2022 we had an obligation to repurchase $14.6 million of inventory associated with repurchase agreements in which the Company’s Sustainable Sourcing & Traceability segment has sold inventory to a third party and from whom the Company’s Beverage Solutions segment has an obligation to repurchase. The liability for these obligations is recorded within accrued expenses and other current liabilities on the Company’s Consolidated Balance Sheet.

Leases - Schedule of future minimum lease payments under non-cancellable operating leases (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Mar. 31, 2023	Dec. 31, 2022
Leases
2023			$ 4,382	$ 3,713
2024			3,277	3,264
2025			2,609	2,130
2026			2,589	1,435
2027				1,385
Thereafter				1,740
Total future minimum lease payments			20,308	13,667
Less: imputed interest			(3,849)	(2,411)
Present value of minimum lease payments			$ 16,459	$ 11,256
Rent expense	$ 4,400	$ 5,700

Intangible Assets, Net (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

Schedule of intangible assets


	March 31, 2023
			Accumulated
(Thousands)	Cost		Amortization		Net
Customer relationships	$	148,728	$	(20,705)	$	128,023
Favorable lease asset		710		(210)		500
Software		957		(488)		469
Intangible assets, net	$	150,395	$	(21,403)	$	128,992


	December 31, 2022
			Accumulated
(Thousands)	Cost		Amortization		Net
Customer relationships	$	148,648	$	(18,778)	$	129,870
Favorable lease asset		710		(140)		570
Software		919		(473)		446
Intangible assets, net	$	150,277	$	(19,391)	$	130,886


	December 31, 2022
			Accumulated
(Thousands)	Cost		Amortization		Net
Customer relationships	$	148,648	$	(18,778)	$	129,870
Favorable lease asset		710		(140)		570
Software		919		(473)		446
Intangible assets, net	$	150,277	$	(19,391)	$	130,886


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

Schedule of estimated amortization expense for intangible assets


(Thousands)
2023	$	7,588
2024		7,465
2025		7,287
2026		7,194
2027		7,194
Thereafter		94,158
Total	$	130,886

Intangible Assets, Net (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

Schedule of intangible assets


	March 31, 2023
			Accumulated
(Thousands)	Cost		Amortization		Net
Customer relationships	$	148,728	$	(20,705)	$	128,023
Favorable lease asset		710		(210)		500
Software		957		(488)		469
Intangible assets, net	$	150,395	$	(21,403)	$	128,992


	December 31, 2022
			Accumulated
(Thousands)	Cost		Amortization		Net
Customer relationships	$	148,648	$	(18,778)	$	129,870
Favorable lease asset		710		(140)		570
Software		919		(473)		446
Intangible assets, net	$	150,277	$	(19,391)	$	130,886


	December 31, 2022
			Accumulated
(Thousands)	Cost		Amortization		Net
Customer relationships	$	148,648	$	(18,778)	$	129,870
Favorable lease asset		710		(140)		570
Software		919		(473)		446
Intangible assets, net	$	150,277	$	(19,391)	$	130,886


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

Debt - Future payments (Details) $ in Thousands	Dec. 31, 2022 USD ($)
Debt
2023	$ 11,504
2024	9,367
2025	10,244
2026	14,408
2027	131,252
Total	$ 176,775

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

Acquisitions - Total consideration (Details) - USD ($) $ in Thousands	Nov. 14, 2022	Feb. 28, 2020
S&D Acquisition
Business Acquisition
Cash paid on behalf of sellers for sellers' transaction expenses		$ 5,241
Post-close working capital adjustments		(1,500)
Total Consideration		401,619
S&D Acquisition \| Cott Corporation
Business Acquisition
Cash consideration.		$ 397,878
Kohana Coffee, LLC
Business Acquisition
Cash consideration.	$ 15,682
Fair Value of stock consideration	23,435
Total Consideration	$ 39,117

Leases

3 Months Ended

Mar. 31, 2023

Leases

Leases

Note 11. Leases

We have operating leases for manufacturing and production facilities, distribution and warehousing facilities, vehicles and machinery and equipment. Some of our lease agreements have renewal options, tenant improvement allowances, rent holidays and rent escalation clauses. The remaining terms on our leases range from 1 year to 7 years, some of which may include options to extend the leases and some of which may include options to terminate the leases within 1 year.

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


(Thousands)	Balance Sheet Location	March 31, 2023		December 31, 2022
Right-of-use operating lease assets	Operating lease right-of-use assets	$	16,115	$	11,090
Operating lease liabilities - current	Accrued expenses and other current liabilities		3,206		2,832
Operating lease liabilities - noncurrent	Other long-term liabilities		13,253		8,424

Depending on the nature of the lease, lease costs are classified within costs of sales or selling, general and administrative expense on the Company’s Condensed Consolidated Statements of Operations. The components of lease costs at March 31, 2023 and 2022, respectively, are as follows:


(Thousands)	Three Months Ended March 31, 2023		Three Months Ended March 31, 2022
Operating lease cost	$	1,221	$	929
Short-term lease cost		234		254
Total	$	1,455	$	1,183

The following table presents information about the Company’s weighted average discount rate and remaining lease term as of March 31, 2023 and March 31, 2022:


	March 31, 2023			March 31, 2022
Weighted-average discount rate		8.0	%		7.4	%
Weighted-average remaining lease term		5.3	years		5.5	years

Supplemental cash flow information about the Company’s leases as of March 31, 2023 is as follows:


(Thousands)	Three Months Ended March 31, 2023		Three Months Ended March 31, 2022
Operating cash flows from operating leases	$	1,065	$	832

During the three months ended March 31, 2023, the Company obtained $6.0 million of right-of-use operating lease assets in exchange for lease obligations.

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 March 31, 2023.

Future minimum lease payments under non-cancellable operating leases as of March 31, 2023 are as follows:


(Thousands)
Remainder of 2023	$	3,212
2024		4,382
2025		3,277
2026		2,609
2027		2,589
Thereafter		4,239
Total future minimum lease payments		20,308
Less: imputed interest		(3,849)
Present value of minimum lease payments	$	16,459

Revenue - Concentration of Customers (Details) - item	12 Months Ended
Revenue - Concentration of Customers (Details) - item	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Revenue from Contract with Customer, net \| Customer Concentration \| Beverage Solutions.
Concentration Risk
Number of major customers	0	0	1

RELATED PARTY TRANSACTIONS

3 Months Ended

6 Months Ended

11 Months Ended

12 Months Ended

Mar. 31, 2023

Jun. 30, 2022

Dec. 31, 2021

Dec. 31, 2022

Note 21. Related Party Transactions

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


	Three Months Ended March 31,
(Thousands)	2023		2022
Interest expense, net:
Brown Brothers Harriman		—		541
Wooster Capital		—		147
Jo Ellen Ford		—		53
Total	$	—	$	741

Note 22. 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)	December 31, 2022		December 31, 2021
Short-term related party debt:
Brown Brothers Harriman⁽¹⁾	$	—	$	34,199

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


	Year Ended December 31,
(Thousands)	2022		2021		2020
Interest expense, net:
Brown Brothers Harriman⁽¹⁾	$	541	$	1,393	$	1,509
Wooster Capital⁽²⁾		503		599		498
Jo Ellen Ford⁽¹⁾		139		214		178
Westrock Finance, LLC⁽²⁾		—		423		460
Total	$	1,183	$	2,629	$	2,645

(1)	Related through common ownership.

(2)	Related through common ownership and management.

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

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.

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 as of beginning	$ 3,933,105
Change in valuation inputs or other assumptions	3,308,535
Fair value as of ending	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 as of beginning	3,933,105
Change in valuation inputs or other assumptions		(5,948,895)
Fair value as of ending		3,933,105
Private Placement
Changes in Fair Value of Level 3 Warrant Liabilities [Roll Forward]
Fair value as of beginning	3,933,105
Change in valuation inputs or other assumptions	3,308,535	(2,948,895)
Fair value as of ending	7,241,640	3,933,105
Public Placement
Changes in Fair Value of Level 3 Warrant Liabilities [Roll Forward]
Fair value as of beginning	0
Change in valuation inputs or other assumptions	0	(3,000,000)
Fair value as of ending	$ 0	$ 0

Related Party Transactions - Transactions with related party (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2022	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Related Party Transactions
Short-term related party debt			$ 34,199
Interest expense, net	$ 741	$ 1,183	2,629	$ 2,645
Brown Brothers Harriman
Related Party Transactions
Interest expense, net	541	541	1,393	1,509
Wooster Capital
Related Party Transactions
Interest expense, net	147	503	599	498
Jo Ellen Ford
Related Party Transactions
Interest expense, net	$ 53	$ 139	214	178
Westrock Finance, LLC
Related Party Transactions
Interest expense, net			423	$ 460
Short-term related party debt \| Brown Brothers Harriman
Related Party Transactions
Short-term related party debt			34,199
Subordinated related party debt
Related Party Transactions
Subordinated related party debt			13,300
Subordinated related party debt \| Wooster Capital
Related Party Transactions
Subordinated related party debt			9,800
Subordinated related party debt \| Jo Ellen Ford
Related Party Transactions
Subordinated related party debt			$ 3,500

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)
$ in Thousands

Mar. 31, 2023

Dec. 31, 2022

ASSETS

Accounts receivable, net of allowance for credit losses of $2,516 and $3,023, respectively

$ 23,688

$ 16,838

Restricted cash

1,882

9,567

115,494

101,639

Prepaid expenses and other current assets

142,576

145,836

Derivative assets

13,390

15,053

13,269

9,166

Property, plant and equipment, net

310,299

298,099

194,691

185,206

Operating lease right-of-use assets

116,090

113,999

Intangible assets, net

128,992

130,886

16,115

11,090

Other long-term assets

7,114

6,933

LIABILITIES, CONVERTIBLE PREFERRED SHARES AND SHAREHOLDERS' EQUITY

773,301

746,213

Current maturities of long-term debt

9,287

11,504

Short-term debt

42,855

42,905

Accounts payable

101,540

116,675

Derivative liabilities

3,806

7,592

36,899

37,459

194,387

216,135

Long-term debt, net

215,285

162,502

Deferred income taxes

10,823

14,355

Other long-term liabilities

49,480

55,521

15,404

11,035

Commitments and contingencies (Note 20)

485,379

459,548

Shareholders' Equity

Preferred stock, $0.01 par value, 26,000 shares authorized, no shares issued and outstanding

^[1]

Common stock, $0.01 par value, 300,000 shares authorized, 75,628 shares and 75,020 shares issued and outstanding at March 31, 2023 and December 31, 2022, respectively

759

750

^[1]

345,840

342,664

^[1]

Accumulated other comprehensive loss

(332,383)

(328,042)

^[1]

(3,881)

(6,103)

^[1]

Total shareholders' equity attributable to Westrock Coffee Company

10,335

9,269

^[1]

Noncontrolling interest

^[1]

2,460

Noncontrolling interest

2,475

2,460

Total Liabilities, Convertible Preferred Shares and Shareholders' Equity

12,810

11,729

^[1]

773,301

746,213

^[1]

Series A Redeemable Common Equivalent Preferred Shares

LIABILITIES, CONVERTIBLE PREFERRED SHARES AND SHAREHOLDERS' EQUITY

Redeemable Common Equivalent Preferred Shares

$ 275,112

$ 274,936

[1]	Retroactively adjusted for de-SPAC merger transaction as described in Note 4.

Commitments and Contingencies

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

Commitments and Contingencies.

Balance at beginning of period at Dec. 31, 2019

Note 20. Commitments and Contingencies

Note 21. Commitments and Contingencies

SCHEDULE I - PARENT COMPANY ONLY - CONDENSED STATEMENT OF CASH FLOW (Details) - USD ($) $ in Thousands		2 Months Ended	3 Months Ended		12 Months Ended
	Aug. 26, 2022	Aug. 26, 2022	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Cash flows from operating activities:
Net cash used in operating activities			$ (25,131)	$ (38,400)	$ (56,628)	$ 2,877	$ (13,450)
Cash flows from financing activities:
Proceeds from related party debt					11,700
Proceeds from the issuance of common equivalent preferred units						17,000	222,150
Proceeds from de-SPAC merger and PIPE financing					255,737
Payment of common equity issuance costs					(23,998)
Payment of preferred equity issuance costs					(1,250)
Common equivalent preferred dividends	$ (4,400)	$ (4,400)			(4,380)
Payment of taxes for net share settlement of equity awards			(1,841)	(477)	(477)	(162)
Proceeds from exercise of stock options			63		375
Net cash provided by financing activities			46,379	41,659	134,676	23,839	442,579
Net increase (decrease) in cash and cash equivalents and restricted cash			(835)	(4,683)	3,535	4,218	17,269
Cash and cash equivalents and restricted cash at beginning of period			26,405	22,870	22,870	18,652	1,383
Cash and cash equivalents and restricted cash at end of period			25,570	18,187	26,405	22,870	18,652
PARENT COMPANY ONLY
Cash flows from operating activities:
Net cash used in operating activities					(14,950)	(22,425)	(127,618)
Cash flows from financing activities:
Proceeds from related party debt					11,700
Proceeds from the issuance of common equivalent preferred units						17,000	222,150
Proceeds from de-SPAC merger and PIPE financing					255,737
Payment of common equity issuance costs					(23,998)
Payment of preferred equity issuance costs					(1,250)
Common equivalent preferred dividends					(4,380)
Payment of taxes for net share settlement of equity awards					(477)
Proceeds from exercise of stock options					375	(162)
Intercompany transactions, net					(223,700)	6,607	(94,532)
Net cash provided by financing activities					14,007	23,445	$ 127,618
Net increase (decrease) in cash and cash equivalents and restricted cash					(943)	1,020
Cash and cash equivalents and restricted cash at beginning of period			$ 77	$ 1,020	1,020
Cash and cash equivalents and restricted cash at end of period					$ 77	$ 1,020

Inventories (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Inventories
Raw materials	$ 67,388	$ 66,925	$ 45,079
Finished goods	27,851	21,232	14,895
Green coffee	47,337	57,679	49,192
Total inventories	$ 142,576	$ 145,836	$ 109,166

Income Taxes - Reconciliation (Details) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Income Taxes
Income tax expense (benefit) at US statutory income tax rate			$ (11,624)	$ (5,182)	$ (30,746)
State income tax expense (benefit), net of federal benefit			(1,507)	(773)	(2,844)
Foreign rate differential			(15)	(304)	(179)
Change in fair value of warrants			6,232
Goodwill impairment					16,624
Global intangible low-taxed income ("GILTI") inclusion				1,095	22
Transaction costs				260	507
Other permanent differences			323	78	136
Step-up on C Corp conversion					(1,578)
Change in valuation allowance			7,319	632	513
Provision to return adjustments			(320)	(166)
Effect of change in foreign tax rates			(552)	1,181
Other			255	(189)
Income tax expense (benefit)	$ (4,359)	$ (1,584)	$ 111	$ (3,368)	$ (17,545)
Effective tax rate (as percentage)	50.20%	25.20%	(0.20%)	13.60%	12.00%

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT) - USD ($)
$ in Thousands

Common Stock

Additional Paid-in Capital

Accumulated Deficit

Accumulated Other Comprehensive Income (Loss).

Non-Controlling Interest

Total

$ 342

$ 58,017

$ (64,512)

$ 1,791

$ (4,362)

Balance at beginning of period (in shares) at Dec. 31, 2019

34,202,000

Change in accounting principle

6,626

(129,171)

306

(128,865)

$ 3,820

3,820

1,553

Balance at end of period at Dec. 31, 2020

(18,513)

$ 342

59,570

(205,570)

3,820

2,097

(139,741)

Balance at end of period (in shares) at Dec. 31, 2020

34,202,000

(21,947)

639

(21,308)

8,198

$ 3

1,220

1,223

321,000

(162)

Balance at end of period at Dec. 31, 2021

(24,208)

^[1]

$ 345

60,628

(251,725)

12,018

2,736

(175,998)

^[2]

Balance at end of period (in shares) at Dec. 31, 2021

^[1]

34,523,000

(4,876)

171

(4,705)

(4,860)

$ 3

168

171

333,000

(477)

Balance at end of period at Mar. 31, 2022

(6,737)

^[1]

$ 348

60,319

(263,338)

7,158

2,907

(192,606)

Balance at end of period (in shares) at Mar. 31, 2022

^[1]

34,856,000

Balance at beginning of period at Dec. 31, 2021

^[1]

$ 345

60,628

(251,725)

12,018

2,736

(175,998)

^[2]

Balance at beginning of period (in shares) at Dec. 31, 2021

^[1]

34,523,000

Issuance of common shares related to acquisitions

(55,185)

(276)

(55,461)

$ 129

1,738

1,867

Issuance of common shares related to acquisitions (in shares)

12,868,000

Issuance of common shares related to Public Warrant exercise

$ 206

205,694

205,900

Issuance of common shares related to Public Warrant exercise (in shares)

20,590,000

Issuance of common shares related to stock options exercised

$ 25

24,975

25,000

Issuance of common shares related to stock options exercised (in shares)

2,500,000

Issuance of common shares related to conversion of Series A Convertible Preferred Shares

$ 22

23,731

23,753

Issuance of common shares related to conversion of Series A Convertible Preferred Shares (in shares)

2,220,000

Issuance of common shares related to Public Warrant exercise

$ 1

1,272

$ 1,273

Issuance of common shares related to Public Warrant exercise (in shares)

94,000

Issuance of common shares related to stock options exercised

375

$ 375

Issuance of common shares related to stock options exercised (in shares)

39,000

39,344

Issuance of common shares related to Kohana acquisition (see Note 6)

$ 19

23,416

$ 23,435

Issuance of common shares related to Kohana acquisition (in shares) (see Note 6)

1,853,000

Common Equivalent Preferred Unit dividends ($0.02 per unit)

(4,380)

Loss on extinguishment of Common Equivalent Preferred units

(2,870)

Accretion of Series A Convertible Preferred Shares

(1,316)

(18,121)

$ 3

2,628

2,631

333,000

(477)

Balance at end of period at Dec. 31, 2022

(13,882)

$ 750

342,664

(328,042)

(6,103)

2,460

11,729

^[2]

Balance at end of period (in shares) at Dec. 31, 2022

75,020,000

Issuance of common shares related to acquisitions

(4,341)

(4,326)

$ 2

444

446

Issuance of common shares related to acquisitions (in shares)

40,000

Issuance of common shares related to Public Warrant exercise

$ 2

3,142

3,144

Issuance of common shares related to Public Warrant exercise (in shares)

229,000

Issuance of common shares related to stock options exercised

$ 1

Issuance of common shares related to stock options exercised (in shares)

6,000

Issuance of common shares related to conversion of Series A Convertible Preferred Shares

$ 1

253

254

Issuance of common shares related to conversion of Series A Convertible Preferred Shares (in shares)

22,000

Accretion of Series A Convertible Preferred Shares

(429)

2,222

$ 3

1,545

1,548

311,000

Balance at end of period at Mar. 31, 2023

(1,841)

$ 759

$ 345,840

$ (332,383)

$ (3,881)

$ 2,475

$ 12,810

Balance at end of period (in shares) at Mar. 31, 2023

75,628,000

[1]	Retroactively adjusted the three months ended March 31, 2022 for de-SPAC merger transaction as described in Note 4
[2]	Retroactively adjusted for de-SPAC merger transaction as described in Note 4.

Accumulated Other Comprehensive Income (Loss)

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

Accumulated Other Comprehensive Income (Loss)

Note 16. Accumulated Other Comprehensive Income (Loss)

Changes in accumulated other comprehensive income (loss), net of tax by component for the three months ended March 31, 2023 and March 31, 2022 is as follows:


	Three Months Ended March 31,
(Thousands)	2023		2022
Cash flow hedge changes in fair value gain (loss):
Balance at beginning of period	$	(6,355)	$	11,759
Other comprehensive income (loss) before reclassifications		2,354		(2,269)
Amounts reclassified from accumulated comprehensive income		721		(4,129)
Tax effect		(835)		1,538
Net other comprehensive income		(4,115)		6,899
Less: Other comprehensive income attributable to noncontrolling interests		—		—
Balance at end of period		(4,115)		6,899
Foreign currency translation gain
Balance at beginning of period		252		259
Other comprehensive income (loss) before reclassifications		(18)		—
Amounts reclassified from accumulated comprehensive income		—		—
Tax effect		—		—
Net other comprehensive income		234		259
Less: Other comprehensive income attributable to noncontrolling interests		—		—
Balance at end of period		234		259
Accumulated other comprehensive income (loss) at end of period	$	(3,881)	$	7,158

Note 17. Accumulated Other Comprehensive Income (Loss)

Comprehensive income (loss) includes all changes in equity during the period, except those resulting from transactions with our shareholders. Comprehensive income (loss) is comprised of net earnings and other comprehensive income (loss). Accumulated other comprehensive income (loss) reported on our consolidated balance sheets consists of foreign currency translation adjustments and other items and the unrealized gains and losses, net of applicable taxes, on derivative instruments that have been designated and qualify as cash flow hedges.

Changes in accumulated other comprehensive income (loss), net of tax by component is as follows for the years ended December 31, 2022, 2021 and 2020:


	Year Ended December 31,
(Thousands)	2022		2021		2020
Cash flow hedge changes in fair value gain (loss):
Balance at beginning of period	$	11,759	$	3,581	$	—
Other comprehensive income (loss) before reclassifications		(10,978)		18,010		6,490
Amounts reclassified from accumulated comprehensive income		(13,094)		(7,197)		(1,746)
Tax effect		5,958		(2,635)		(1,163)
Net other comprehensive income		(6,355)		11,759		3,581
Less: Other comprehensive income attributable to noncontrolling interests		—		—		—
Balance at end of period		(6,355)		11,759		3,581
Foreign currency translation gain
Balance at beginning of period		259		239		—
Other comprehensive income (loss) before reclassifications		(7)		20		239
Amounts reclassified from accumulated comprehensive income		—		—		—
Tax effect		—		—		—
Net other comprehensive income		252		259		239
Less: Other comprehensive income attributable to noncontrolling interests		—		—		—
Balance at end of period		252		259		239
Accumulated other comprehensive income (loss) at end of period	$	(6,103)	$	12,018	$	3,820

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Income Taxes (Details) - USD ($)	3 Months Ended				6 Months Ended		11 Months Ended	12 Months Ended
	Mar. 31, 2023	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Income Taxes [Abstract]
Effective Income Tax Rate Reconciliation, Percent	50.20%		25.20%					(0.20%)	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

Series A Preferred Shares (Details)		3 Months Ended	12 Months Ended
Series A Preferred Shares (Details)	Aug. 26, 2022 D item $ / shares shares	Mar. 31, 2023 USD ($) D $ / shares shares	Dec. 31, 2022 USD ($)
Temporary Equity [Line Items]
Conversion price		$ 11.50
Term of anniversary	5 years 6 months	5 years 6 months
Number of shares converted	1	1
Threshold number of days \| D	10	10
Redemption price per share	$ 18.50	$ 18.50
Series A Preferred Shares
Temporary Equity [Line Items]
Shares issued \| shares	23,587,952	23,587,952
Liquidation preference per share	$ 11.50	$ 11.50
Conversion price	11.50	$ 11.50
Accretion value \| $		$ 400,000	$ 1,300,000
Series A Preferred Shares \| Minimum
Temporary Equity [Line Items]
Redemption price per share	$ 18.50	$ 18.50

Acquisitions - Total consideration (Details) - USD ($) $ in Thousands	Nov. 14, 2022	Feb. 28, 2020
S&D Acquisition
Business Acquisition
Cash paid on behalf of sellers for sellers' transaction expenses		$ 5,241
Post-close working capital adjustments		(1,500)
Total Consideration		401,619
S&D Acquisition \| Cott Corporation
Business Acquisition
Cash consideration.		$ 397,878
Kohana Coffee, LLC
Business Acquisition
Cash consideration.	$ 15,682
Fair Value of stock consideration	23,435
Total Consideration	$ 39,117

Fair Value Measurements - Change in Fair Value (Details) - Level 3 - Westrock Private Warrants - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Fair Value Measurements
Fair value as of beginning	$ 28,342
Assumption of warrants		$ 11,618
Change in fair value	(7,400)	16,724
Fair value as of ending	$ 20,942	$ 28,342

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

3 Months Ended

6 Months Ended

11 Months Ended

12 Months Ended

Mar. 31, 2023

Jun. 30, 2022

Dec. 31, 2021

Dec. 31, 2022

Use of Estimates

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.

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.

Income Taxes

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).

Derivatives

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

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

Recently adopted accounting pronouncements

Update ASU 2022-04 - Liabilities—Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations

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

Recently adopted 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)

Recently issued accounting pronouncements

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

In October 2021, the FASB issued ASU 2021-08, which requires an entity to recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with ASC 606, Revenue from Contracts with Customers, instead of at fair value on the acquisition date as previously required by ASC 805. The amendments improve comparability after the business combination by providing consistent recognition and measurement guidance for acquired revenue contracts and revenue contracts not acquired in a business combination. The updated guidance is effective for public companies for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, and early adoption is permitted. The Company has not yet adopted ASU 2021-08; however, we do not believe this standard will have a material impact on our Consolidated Financial Statements.

Update ASU 2022-04 – Liabilities — Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations

In September 2022, the FASB issued ASU 2022-04 “Liabilities — Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations”, which requires that a company that uses a supplier finance program in connection with the purchase of goods or services disclose sufficient information about the program to allow a user of financial statements to understand the program’s nature, activity during the period, changes from period to period, and potential magnitude. ASU 2022-04 is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, except for the amendment on rollforward information, which is effective for fiscal years beginning after December 15, 2023. Early adoption is permitted. The Company will adopt applicable amendments within ASU 2022-04 on a retrospective basis beginning January 1, 2023. The amendments to ASU 2022-04 do not affect the recognition, measurement or financial statement presentation of obligations covered by supplier finance programs.

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.

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

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.

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.

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.

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.

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.

Cash and Cash Equivalents

Class A Common Stock Subject to Possible Redemption

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.

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

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 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.

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.

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.

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 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.

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.

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)	$	—	$	—

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

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.

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).

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.

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

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.

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.

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) shares in Thousands	Mar. 31, 2023	Dec. 31, 2022	Mar. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Allowance for credit loss	$ 2,516,000	$ 3,023,000	$ 3,011,000	$ 3,749,000	$ 3,977,000
Preferred Stock, Par Value	$ 0.01	$ 0.01		$ 0.01
Preferred Stock, Authorized (in shares)	26,000	26,000		26,000
Preferred Stock, Shares Issued (in shares)	0	0		0
Preferred Stock, Shares outstanding (in shares)	0	0		0
Common units : Par Value (in dollars per unit)	$ 0.01	$ 0.01		$ 0.00
Common stock, Shares Authorized (In shares)	300,000	300,000		39,389
Common stock, Shares Issued (In shares)	75,628	75,020		34,523
Common stock, Shares Outstanding (In shares)	75,628	75,020		34,523
Series A Redeemable Common Equivalent Preferred Units
Redeemable Common Preferred Units, Par Value (in dollars per unit)		$ 0.00		$ 0.00
Redeemable Common Preferred Units Authorized (in units)		222,150		222,150
Redeemable Common Preferred Shares, Issued (in shares)		0		222,150
Redeemable Common Preferred Units Outstanding (in units)		0		222,150
Series B Redeemable Common Equivalent Preferred Units
Redeemable Common Preferred Units, Par Value (in dollars per unit)		$ 0.00		$ 0.00
Redeemable Common Preferred Units Authorized (in units)		17,000		17,000
Redeemable Common Preferred Shares, Issued (in shares)		0		17,000
Redeemable Common Preferred Units Outstanding (in units)		0		17,000
Series A Redeemable Common Equivalent Preferred Shares [Member]
Redeemable Common Preferred Units, Par Value (in dollars per unit)	$ 0.01	$ 0.01		$ 0.01
Redeemable Common Preferred Units Authorized (in units)	24,000	24,000		24,000
Redeemable Common Preferred Shares, Issued (in shares)	23,566	23,588		23,588
Redeemable Common Preferred Units Outstanding (in units)	23,566	23,588		23,588
Temporary Equity, Liquidation Preference	$ 11.50	$ 11.50		$ 11.50

Equity-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2022

Schedule of unit option activity


		Weighted-Average
	Options	Fair Value		Average Life
Options outstanding at December 31, 2021	3,200,071	$	0.49	8.7 years
Options granted	274,868	$	3.24
Options forfeited	(218,246)	$	0.52
Options exercised	(39,344)	$	0.53
Outstanding at December 31, 2022	3,217,349	$	0.72	7.8 years

Exercisable at December 31, 2022	605,246	$	0.53	7.6 years

Schedule of restricted unit option activity


		Average Fair
	RSUs	Market Value
Outstanding at December 31, 2021	—	$	—
Granted	1,145,000	$	11.49
Forfeited	(18,000)	$	11.51
Vested	—	$	—
Outstanding at December 31, 2022	1,127,000	$	11.49

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

3 Months Ended

6 Months Ended

11 Months Ended

12 Months Ended

Mar. 31, 2023

Jun. 30, 2022

Dec. 31, 2021

Dec. 31, 2022

Use of Estimates

Cash and Cash Equivalents

Income Taxes

Derivatives

Recently adopted accounting pronouncements

Update ASU 2022-04 - Liabilities—Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations

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

Recently adopted 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)

Recently issued accounting pronouncements

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

In October 2021, the FASB issued ASU 2021-08, which requires an entity to recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with ASC 606, Revenue from Contracts with Customers, instead of at fair value on the acquisition date as previously required by ASC 805. The amendments improve comparability after the business combination by providing consistent recognition and measurement guidance for acquired revenue contracts and revenue contracts not acquired in a business combination. The updated guidance is effective for public companies for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, and early adoption is permitted. The Company has not yet adopted ASU 2021-08; however, we do not believe this standard will have a material impact on our Consolidated Financial Statements.

Update ASU 2022-04 – Liabilities — Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations

In September 2022, the FASB issued ASU 2022-04 “Liabilities — Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations”, which requires that a company that uses a supplier finance program in connection with the purchase of goods or services disclose sufficient information about the program to allow a user of financial statements to understand the program’s nature, activity during the period, changes from period to period, and potential magnitude. ASU 2022-04 is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, except for the amendment on rollforward information, which is effective for fiscal years beginning after December 15, 2023. Early adoption is permitted. The Company will adopt applicable amendments within ASU 2022-04 on a retrospective basis beginning January 1, 2023. The amendments to ASU 2022-04 do not affect the recognition, measurement or financial statement presentation of obligations covered by supplier finance programs.

Basis of Presentation

Emerging Growth Company

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.

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.

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

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.

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.

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.

Property, Plant and Equipment, Net

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

Property, Plant and Equipment, Net

Note 8. Property, Plant and Equipment, Net

The following table summarizes property, plant and equipment, net as of March 31, 2023 and December 31, 2022:


(Thousands)	Depreciable Lives	March 31, 2023		December 31, 2022
Land		$	8,998	$	9,052
Buildings	10-40 years		44,364		44,425
Leasehold improvements⁽¹⁾			1,914		1,651
Plant equipment	3-15 years		106,753		107,885
Vehicles and transportation equipment	3-5 years		700		700
IT systems	3-7 years		3,396		3,053
Furniture and fixtures	3-10 years		3,624		3,529
Customer beverage equipment⁽²⁾	3-5 years		22,148		21,930
Lease right-of-use assets⁽³⁾			36		36
Construction in progress and equipment deposits			72,630		59,947
			264,563		252,208
Less: accumulated depreciation			(69,872)		(67,002)
Property, plant and equipment, net		$	194,691	$	185,206

(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 months ended March 31, 2023 and 2022 was $3.9 million and $4.3 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 March 31, 2023 are expected to be in production use.

Note 8. Property, Plant and Equipment, Net

The following table summarizes property, plant and equipment, net as of December 31, 2022 and 2021:


(Thousands)	Depreciable Lives	December 31, 2022		December 31, 2021
Land		$	9,052	$	9,150
Buildings	10 – 40 years		44,425		43,895
Leasehold improvements⁽¹⁾			1,651		613
Plant equipment	3 – 15 years		107,885		88,155
Vehicles and transportation equipment	3 – 5 years		700		876
IT systems	3 – 7 years		3,053		2,453
Furniture and fixtures	3 – 10 years		3,529		2,746
Customer beverage equipment⁽²⁾	3 – 5 years		21,930		24,341
Lease right-of-use assets⁽³⁾			36		—
Construction in progress and equipment deposits			59,947		8,025
			252,208		180,254
Less: accumulated depreciation			(67,002)		(52,641)
Property, plant and equipment, net		$	185,206	$	127,613

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

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

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

Depreciation expense for the years ended December 31, 2022, 2021 and 2020 was $17.4 million, $18.8 million and $18.2 million, respectively. Assets classified as construction in progress are not depreciated, as they are not ready for production use. All assets classified as construction in progress on December 31, 2022 are expected to be in production use.

STOCKHOLDERS' DEFICIT (Details)	6 Months Ended	11 Months Ended
STOCKHOLDERS' DEFICIT (Details)	Jun. 30, 2022 Vote $ / shares shares	Dec. 31, 2021 Vote $ / shares shares	Mar. 31, 2023 $ / shares shares	Dec. 31, 2022 $ / shares shares
Stockholder's Equity [Abstract]
Preferred Stock, Shares Authorized		26,000,000	26,000,000	26,000,000
Preferred Stock, Par or Stated Value Per Share \| $ / shares		$ 0.01	$ 0.01	$ 0.01
Preferred Stock, Shares Issued		0	0	0
Preferred Stock, Shares Outstanding		0	0	0
Common Stock, Shares Authorized		39,389,000	300,000,000	300,000,000
Common Stock, Shares, Issued		34,523,000	75,628,000	75,020,000
Common Stock, Shares, Outstanding		34,523,000	75,628,000	75,020,000
CIK 0001846136 Riverview Acquisition Corp
Stockholder's Equity [Abstract]
Preferred Stock, Shares Authorized	1,000,000	1,000,000
Preferred Stock, Par or Stated Value Per Share \| $ / shares	$ 0.001	$ 0.001
Preferred Stock, Shares Issued	0	0
Preferred Stock, Shares Outstanding	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%
Common Class A [Member] \| CIK 0001846136 Riverview Acquisition Corp
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
Redeemable Common Preferred Units Outstanding (in units)	25,000,000	25,000,000
Common Stock, Shares Authorized	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	0	0
Common Class B [Member] \| CIK 0001846136 Riverview Acquisition Corp
Stockholder's Equity [Abstract]
Common Stock, Shares Authorized	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	6,250,000	6,250,000

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)
shares in Thousands, $ in Thousands

3 Months Ended

12 Months Ended

Mar. 31, 2023

Mar. 31, 2022

Dec. 31, 2022

Dec. 31, 2021

Dec. 31, 2020

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Net sales

$ 205,442

$ 186,428

$ 867,872

$ 698,144

$ 550,846

Costs of sales

171,144

147,997

715,107

552,721

443,644

Gross profit

34,298

38,431

152,765

145,423

107,202

Selling, general and administrative expense

34,122

35,061

129,985

128,506

115,648

Acquisition, restructuring and integration expense

6,644

2,483

13,169

8,835

22,355

Impairment charges

82,083

Loss on disposal of property, plant and equipment

896

105

935

243

7,750

Total operating expenses

41,662

37,649

144,089

137,584

227,836

(7,364)

782

8,676

7,839

(120,634)

Interest expense

6,029

8,048

35,497

32,549

25,229

(5,529)

29,675

Other, net

821

(977)

(1,146)

(34)

547

Income tax expense (benefit)

(8,685)

(6,289)

(55,350)

(24,676)

(146,410)

(4,359)

(1,584)

111

(3,368)

(17,545)

Net (loss) income attributable to non-controlling interest

(4,326)

(4,705)

(55,461)

(21,308)

(128,865)

171

(276)

639

306

Accretion of convertible preferred stock

(4,341)

(4,876)

(55,185)

(21,947)

(129,171)

(429)

(1,316)

Loss on extinguishment of Redeemable Common Equivalent Preferred Units, net

(2,870)

Common equivalent preferred dividends

(4,380)

Net loss attributable to common shareholders

(6,737)

(13,882)

(24,208)

(18,513)

$ (4,770)

$ (11,613)

$ (77,633)

$ (46,155)

$ (147,684)

Basic (in dollars per share)

$ (0.06)

^[1]

$ (0.34)

^[1]

$ (1.60)

^[2]

$ (1.34)

^[2]

$ (4.32)

^[2]

Weighted-average number of shares outstanding

$ (0.13)

^[1]

$ (0.34)

^[1]

$ (1.60)

^[2]

$ (1.34)

^[2]

$ (4.32)

^[2]

Basic (in shares)

75,358

^[1]

34,641

^[1]

48,444

^[2]

34,472

^[2]

34,202

^[2]

Basis of Presentation and Consolidation

76,693

^[1]

34,641

^[1]

48,444

^[2]

34,472

^[2]

34,202

^[2]

[1]	Retroactively adjusted the three months ended March 31, 2022 for de-SPAC merger transaction as described in Note 4
[2]	Retroactively adjusted for de-SPAC merger transaction as described in Note 4.

Basis of Presentation and Consolidation

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

Basis of Presentation and Consolidation

Note 2. Basis of Presentation and Consolidation

The accompanying Condensed Consolidated Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) using the U.S. dollar as the reporting currency. They do not include all the information and footnotes required by GAAP for complete financial statements. The Condensed Consolidated Financial Statements include the activities of the Company and its wholly owned and/or controlled subsidiaries. All intercompany balances and transactions have been eliminated. The Condensed Consolidated Balance Sheet as of December 31, 2022 was derived from the audited financial statements, but does not include all disclosures required by GAAP.

At March 31, 2023, the Company had an 85% ownership interest in Falcon Coffees Limited (“Falcon”), which operates our trading business and is reported within our Sustainable Sourcing & Traceability segment. Equity interests not owned by us are reflected as non-controlling interests. In the Condensed Consolidated Statements of Operations, we allocate net income (loss) attributable to non-controlling interest to arrive at net income (loss) attributable to common shareholders based on their proportionate share.

The interim financial information is unaudited but, in the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for fair statement of results for the interim periods have been included. Operating results from any interim period are not necessarily indicative of the results that may be expected for the full fiscal year. The Condensed Consolidated

Financial Statements and related notes should be read in conjunction with the audited December 31, 2022 consolidated financial statements and notes thereto included in our Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (“SEC”) on March 21, 2023. Accordingly, certain significant accounting policies and other disclosures normally provided have been omitted from the accompanying Condensed Consolidated Financial Statements and related notes since such items are disclosed in our audited financial statements.

Common Unit Conversion

In connection with the Transaction and pursuant to the Transaction Agreement, (a) each issued and outstanding common unit of the Converting Company (“Common Units”) was automatically converted into 0.1049203474320 shares of common stock, par value $0.01 per share, of the Converted Company (each such share, a “Common Share”), (b) each issued and outstanding common equivalent preferred unit of the Converting Company (the “Common Equivalent Preferred Units”) for which the holder had not elected to convert such unit into shares of Series A convertible preferred stock, par value $0.01 per share, of the Converted Company (the “Series A Preferred Shares”), automatically converted into 0.1086138208640 Common Shares if such Common Equivalent Preferred Unit was designated a Series A Common Equivalent Preferred Unit or 0.1049203474320 Common Shares if such Common Equivalent Preferred Unit was designated a Series B Common Equivalent Preferred Unit and (c) each outstanding Common Equivalent Preferred Unit for which the holder thereof had made an election to convert such unit into Series A Preferred Shares, converted into 0.1086138208740 Series A Preferred Shares if such Common Equivalent Preferred Unit was designated a Series A Common Equivalent Preferred Unit or 0.0919280171940 Series A Preferred Shares if such Common Equivalent Preferred Unit was designated a Series B Common Equivalent Preferred Unit.

For the periods prior to the Closing, the number of outstanding units, weighted average number of outstanding units, loss per common unit, equity-based compensation and other financial amounts previously expressed on the basis of Common Units have been retroactively adjusted on the basis of Common Shares reflecting the common unit conversion ratio, as described above.

Reclassifications

Certain reclassifications of prior years’ amounts have been made to conform with the current period financial statements presentation. These reclassifications had no impact on prior years’ net income as previously reported.

Note 2. Basis of Presentation and Consolidation

The Consolidated Financial Statements include the activities of the Company and its wholly owned and/or controlled subsidiaries. All intercompany balances and transactions have been eliminated.

The Company has an 85% ownership interest in Falcon Coffees Limited, which operates our trading business and is reported within our Sustainable Sourcing & Traceability segment. Equity interests not owned by us are reflected as non-controlling interests. In the Consolidated Statements of Operations, we allocate net income (loss) attributable to non-controlling interest to arrive at net income (loss) attributable to common shareholders based on their proportionate share.

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

Common Unit Conversion

“Series A Preferred Shares”), automatically converted into 0.1086138208640 Common Shares if such Common Equivalent Preferred Unit was designated a Series A Common Equivalent Preferred Unit or 0.1049203474320 Common Shares if such Common Equivalent Preferred Unit was designated a Series B Common Equivalent Preferred Unit and (c) each outstanding Common Equivalent Preferred Unit for which the holder thereof had made an election to convert such unit into Series A Preferred Shares, converted into 0.1086138208740 Series A Preferred Shares if such Common Equivalent Preferred Unit was designated a Series A Common Equivalent Preferred Unit or 0.0919280171940 Series A Preferred Shares if such Common Equivalent Preferred Unit was designated a Series B Common Equivalent Preferred Unit.

Summary of Significant Accounting Policies - Cash and cash equivalents and restricted cash (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022	Mar. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Cash and cash equivalents	$ 23,688	$ 16,838	$ 11,940	$ 19,344
Restricted cash	1,882	9,567	6,247	3,526
Total	$ 25,570	$ 26,405	$ 18,187	$ 22,870	$ 18,652	$ 1,383

Debt - Additional Information (Details)					3 Months Ended	12 Months Ended
Debt - Additional Information (Details)	Aug. 29, 2022 USD ($) item	Aug. 26, 2022 shares	Jul. 14, 2022 USD ($) $ / shares shares	Feb. 28, 2020 USD ($) shares	Mar. 31, 2023 USD ($) item shares	Dec. 31, 2022 USD ($) item shares	Dec. 09, 2022 USD ($)	Jun. 16, 2022 USD ($)	Apr. 30, 2022 USD ($)	Mar. 31, 2022 USD ($)	Mar. 16, 2022 USD ($)	Dec. 31, 2021 USD ($) shares
Debt
Debt finance costs	$ 6,000,000.0
Variable rate (as a percent)	0.10%
Number of financial covenants \| item	2				2
Term of anniversary closing date	18 months				18 months
Early termination fees						$ 1,580,000
Unamortized deferred financing fees written off						4,296,000
Short-term debt					$ 42,855,000	$ 42,905,000						$ 4,510,000
Common stock shares issued (in shares) \| shares					75,628,000	75,020,000						34,523,000
Proceeds from issuance of common stock						$ 255,737,000
Revolving credit facility
Debt
Debt finance costs	$ 3,000,000.0
Face amount	175,000,000.0
Term Loan facility
Debt
Debt finance costs	3,000,000.0
Face amount	$ 175,000,000.0
Variable rate (as a percent)					7.40%
Line of credit interest rate during the period (as percentage)						5.70%
Line of credit, periodic payment term	3 years
Periodic payment principal amount	$ 2,200,000
Percentage of original principal amount	1.25%
Term Loan facility \| Year four
Debt
Periodic payment principal amount	$ 3,300,000
Percentage of original principal amount	1.875%
Term Loan facility \| Year five
Debt
Periodic payment principal amount	$ 4,400,000
Percentage of original principal amount	2.50%
Standby letter of credit
Debt
Letters of credit outstanding					$ 2,600,000	$ 2,600,000
Minimum
Debt
Net Leverage Ratio	4.00				4.00
Minimum \| Revolving credit facility
Debt
Line of credit, Commitment fee percentage (as a percent)	0.20%
Maximum
Debt
Interest coverage ratio	1.50				1.50
Net Leverage Ratio	4.50				4.50
Maximum \| Revolving credit facility
Debt
Line of credit, Commitment fee percentage (as a percent)	0.35%
Base rate \| One Month Interest Period [Member]
Debt
Interest rate (as a percent)	1.00%
Variable rate (as a percent)	1.00%
Interest period	1 month
Base rate \| Minimum
Debt
Variable rate (as a percent)	0.50%
Base rate \| Maximum
Debt
Variable rate (as a percent)	1.50%
SOFR \| One Month Interest Period [Member]
Debt
Variable rate (as a percent)	0.10%
Interest period	1 month
SOFR \| Three Month Interest Period [Member]
Debt
Variable rate (as a percent)	0.15%
Interest period	3 months
SOFR \| Six Month Interest Period [Member]
Debt
Variable rate (as a percent)	0.25%
Interest period	6 months
SOFR \| Minimum
Debt
Variable rate (as a percent)	1.50%
SOFR \| Maximum
Debt
Variable rate (as a percent)	2.50%
NYFRB
Debt
Interest rate (as a percent)	0.50%
Variable rate (as a percent)	0.50%
Wooster Capital, LLC ("Wooster") and Jo Ellen Ford
Debt
Common stock shares issued (in shares) \| shares			2,150,000
Share price (in dollars per share) \| $ / shares			$ 10.00
Proceeds from issuance of common stock			$ 21,500,000
Pre-funded commitment			$ 11,700,000
Convertible Debt \| Wooster Capital, LLC ("Wooster") and Jo Ellen Ford
Debt
Interest rate (as a percent)			8.00%
Face amount			$ 11,700,000
Debt term			1 year
Debt converted into shares \| shares		1,170,000
Term Loan Due in 2025 \| Westrock Beverage Solutions, LLC
Debt
Face amount				$ 240,000,000.0
Early termination fees				1,600,000
Unamortized deferred financing fees written off				4,000,000.0
US Asset Based Lending Facility \| Westrock Beverage Solutions, LLC
Debt
Debt finance costs				1,300,000
Face amount				90,000,000.0
Unamortized deferred financing fees written off				$ 300,000
Working Capital Trade Finance Facility \| Westrock Coffee Company, LLC.
Debt
Line of credit interest rate during the period (as percentage)						5.00%
Maximum borrowing capacity							$ 47,500,000	$ 62,500,000	$ 55,000,000.0		$ 50,000,000.0
Collateral amount						$ 39,800,000
Short-term debt						$ 36,300,000					$ 49,300,000
Agent fees percentage (as a percent)						0.25%
Working Capital Trade Finance Facility \| Westrock Coffee Company, LLC. \| Mortgage backed securities
Debt
Short-term debt						$ 6,600,000				$ 7,800,000
Number of mortgage-backed lending facilities \| item					2	2
Long term note						$ 1,800,000
Working Capital Trade Finance Facility \| Westrock Coffee Company, LLC. \| Prime rate
Debt
Variable rate (as a percent)						2.50%
Subordinated related party debt \| Wooster Capital, LLC ("Wooster") and Jo Ellen Ford
Debt
Interest rate (as a percent)				0.06%
Face amount				$ 13,300,000
Debt term				10 years
Grace period				6 months
Common stock shares issued (in shares) \| shares				1,330,000

Derivatives

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

Derivatives

Note 14. Derivatives

accounting standards. See Note 5 for a description of the treatment of realized and unrealized gains and losses on forward sales and forward purchase contracts.

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


(Thousands)	Balance Sheet Location	March 31, 2023		December 31, 2022
Derivative assets not designated as cash flow hedging instruments:
Forward purchase and sales contracts	Derivative assets	$	13,390	$	15,053
Total derivative assets		$	13,390	$	15,053

Derivative liabilities designated as cash flow hedging instruments:
Coffee futures contracts⁽¹⁾	Derivative liabilities	$	302	$	3,334
Total		$	302	$	3,334

Derivative liabilities not designated as cash flow hedging instruments:
Forward purchase and sales contracts	Derivative liabilities	$	3,504	$	4,258
Total derivative liabilities		$	3,806	$	7,592

(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 as of March 31, 2023 and March 31, 2022:


		Three Months Ended March 31,
(Thousands)	Statement of Operations Location	2023		2022
Derivative assets designated as cash flow hedging instruments:
Net realized gains (losses) on coffee derivatives	Costs of sales	$	(721)	$	4,129

Derivative assets and liabilities not designated as cash flow hedging instruments:
Net unrealized gains (losses) on forward sales and purchase contracts	Costs of sales	$	(1,028)	$	6,945

Note 14. Derivatives

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


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

Derivative assets not designated as cash flow hedging instruments:
Forward purchase and sales contracts	Derivative assets	$	15,053	$	13,593
Total			15,053		13,593
Total derivative assets		$	15,053	$	13,765

Derivative liabilities designated as cash flow hedging instruments:
Coffee futures contracts⁽¹⁾	Derivative liabilities	$	3,334	$	—
Total		$	3,334	$	—

Derivative liabilities not designated as cash flow hedging instruments:
Forward purchase and sales contracts	Derivative liabilities	$	4,258	$	14,021
Total			4,258		14,021
Total derivative liabilities		$	7,592	$	14,021

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

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


		Year Ended December 31,
(Thousands)	Statement of Operations Location	2022		2021		2020
Derivative assets designated as cash flow hedging instruments:
Net realized gains (losses) on coffee derivatives	Costs of sales	$	13,094	$	7,197	$	1,746

Derivative assets and liabilities not designated as cash flow hedging instruments:
Net unrealized gains (losses) on forward sales and purchase contracts	Costs of sales	$	8,828	$	(4,799)	$	2,176

WARRANT LIABILITIES

6 Months Ended

11 Months Ended

Jun. 30, 2022

Dec. 31, 2021

Net loss attributable to common unitholders - basic

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.

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.

Earnings per Shares (Details) - USD ($)
$ / shares in Units, shares in Thousands, $ in Thousands

3 Months Ended

12 Months Ended

Mar. 31, 2023

Mar. 31, 2022

Dec. 31, 2022

Dec. 31, 2021

Dec. 31, 2020

Numerator:

$ (4,770)

$ (11,613)

$ (77,633)

$ (46,155)

$ (147,684)

Numerator:

Net loss attributable to common shareholders - basic

(4,770)

(11,613)

(77,633)

(46,155)

(147,684)

Effect of non-participating securities

(5,529)

Net loss attributable to common shareholders - diluted

$ (10,299)

$ (11,613)

$ (77,633)

$ (46,155)

$ (147,684)

Denominator:

Effect of other dilutive securities

75,358

^[1]

34,641

^[1]

48,444

^[2]

34,472

^[2]

34,202

^[2]

1,335

Weighted-average common units outstanding - diluted

76,693

^[1]

34,641

^[1]

48,444

^[2]

34,472

^[2]

34,202

^[2]

Dilutive loss per common share

$ (0.06)

^[1]

$ (0.34)

^[1]

$ (1.60)

^[2]

$ (1.34)

^[2]

$ (4.32)

^[2]

$ (0.13)

^[1]

$ (0.34)

^[1]

$ (1.60)

^[2]

$ (1.34)

^[2]

$ (4.32)

^[2]

Warrants

19,373

Time-based RSUs

2,210

475

1,602

950

1,425

Units options

1,517

1,711

3,217

3,200

2,531

23,583

25,092

23,588

25,092

23,308

[1]	Retroactively adjusted the three months ended March 31, 2022 for de-SPAC merger transaction as described in Note 4
[2]	Retroactively adjusted for de-SPAC merger transaction as described in Note 4.

SCHEDULE I - PARENT COMPANY ONLY - CONDENSED STATEMENT OF OPERATIONS (Details) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Loss before income taxes	$ (8,685)	$ (6,289)	$ (55,350)	$ (24,676)	$ (146,410)
Income tax expense (benefit)	(4,359)	(1,584)	111	(3,368)	(17,545)
Net loss attributable to shareholders	(4,341)	(4,876)	(55,185)	(21,947)	(129,171)
Net loss attributable to common shareholders	$ (4,770)	$ (11,613)	(77,633)	(46,155)	(147,684)
PARENT COMPANY ONLY
Other (income) expense			(29,675)
Earnings (loss) from consolidated subsidiaries			(23,364)	(21,947)	(129,171)
Loss before income taxes			(53,039)	(21,947)	(129,171)
Income tax expense (benefit)			2,146
Net loss attributable to shareholders			(55,185)	(21,947)	(129,171)
Net loss attributable to common shareholders			$ (95,754)	$ (37,957)	$ (143,864)

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
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8906-108599

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (f)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 940
-SubTopic 20
-Section 25
-Paragraph 1
-URI https://asc.fasb.org/extlink&oid=126941158&loc=d3e41242-110953

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8736-108599

Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(10))
-URI https://asc.fasb.org/extlink&oid=126953954&loc=SL114868664-224227

Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(8))
-URI https://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 235
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-05(b)(2))
-URI https://asc.fasb.org/extlink&oid=120399901&loc=d3e537907-122884

Reference 9: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 31
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8924-108599

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(15))
-URI https://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

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

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(22))
-URI https://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (f)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 4
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22595-107794

Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(18))
-URI https://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 40
-Section 65
-Paragraph 1
-Subparagraph (f)
-URI https://asc.fasb.org/extlink&oid=126732423&loc=SL123482106-238011

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 50
-Paragraph 6
-URI https://asc.fasb.org/extlink&oid=124431353&loc=SL124452729-227067

Reference 7: 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)(5))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(20))
-URI https://asc.fasb.org/extlink&oid=126953954&loc=SL114868664-224227

Reference 9: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 230
-SubTopic 10
-Section 45
-Paragraph 28
-URI https://asc.fasb.org/extlink&oid=126954810&loc=d3e3602-108585

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 1
-Subparagraph (b)(2)
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22499-107794

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iv))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iii)(A))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 13: 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)(i))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(i))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 9
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22663-107794

Reference 16: 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

Reference 17: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(ii))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 10
-Section 50
-Paragraph 28
-Subparagraph (f)
-URI https://asc.fasb.org/extlink&oid=123596393&loc=d3e14064-108612

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 3
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22583-107794

Reference 20: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 60B
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126958026&loc=SL5780133-109256

Reference 22: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 323
-SubTopic 10
-Section 50
-Paragraph 3
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=114001798&loc=d3e33918-111571

Reference 23: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 8
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22658-107794

Reference 24: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 1A
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126968391&loc=SL7669619-108580

Reference 25: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 31
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8924-108599

Reference 26: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 11
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22694-107794

Reference 27: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 11
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22694-107794

Reference 28: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 205
-SubTopic 20
-Section 50
-Paragraph 7
-URI https://asc.fasb.org/extlink&oid=109222650&loc=SL51721683-107760

Reference 29: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 1B
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126968391&loc=SL7669625-108580

Reference 30: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8736-108599

Reference 31: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(5))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 32: 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)(iii)(B))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 33: 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)(iii)(A))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 34: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8906-108599

Reference 35: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Amount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities; of income (loss) available to common shareholders.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 4
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22595-107794

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 10
-URI https://asc.fasb.org/extlink&oid=126958026&loc=d3e1448-109256

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 11
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22694-107794

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 11
-URI https://asc.fasb.org/extlink&oid=126958026&loc=d3e1377-109256

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 50
-Paragraph 1
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=124432515&loc=d3e3550-109257

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8736-108599

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 11
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22694-107794

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 60B
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=126958026&loc=SL5780133-109256

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (f)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 10: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 31
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8924-108599

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8906-108599

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 3
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22583-107794

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Segment Information - Other (Details) - segment	3 Months Ended	12 Months Ended
Segment Information - Other (Details) - segment	Mar. 31, 2023	Dec. 31, 2022
Segment Information
Number of operating segments	2	2
United States
Segment Information
Percentage of long-lived assets		100.00%

Intangible Assets, Net (Details) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
Intangible Assets, Net (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Intangible Assets, Net
Cost	$ 150,395		$ 150,277	$ 138,478
Accumulated Amortization	(21,403)		(19,391)	(12,564)
Net	128,992		130,886	125,914
Amortization expenses	$ 2,000	$ 1,700	$ 6,800	6,700	$ 5,600
Useful life	20 years		20 years
Customer relationships
Intangible Assets, Net
Cost	$ 148,728		$ 148,648	137,500
Accumulated Amortization	(20,705)		(18,778)	(12,091)
Net	128,023		129,870	125,409
Favorable lease assets
Intangible Assets, Net
Cost	710		710	220
Accumulated Amortization	(210)		(140)	(79)
Net	500		570	141
Software
Intangible Assets, Net
Cost	957		919	758
Accumulated Amortization	(488)		(473)	(394)
Net	$ 469		$ 446	$ 364

Organization and Description of Business (Details)	3 Months Ended	12 Months Ended
Organization and Description of Business (Details)	Mar. 31, 2023 segment	Dec. 31, 2022 facility segment
Organization and Description of Business
Number of operating segments \| segment	2	2
Number of manufacturing facilities		8
Concord, North Carolina
Organization and Description of Business
Number of manufacturing facilities		3
North Little Rock, Arkansas
Organization and Description of Business
Number of manufacturing facilities		2
Richmond, California
Organization and Description of Business
Number of manufacturing facilities		1
Kigali, Rwanda
Organization and Description of Business
Number of manufacturing facilities		1
Johor Bahru, Malaysia
Organization and Description of Business
Number of manufacturing facilities		1

Fair Value Measurements - Measurements (Details)	Mar. 31, 2023 $ / shares Y	Dec. 31, 2022	Dec. 31, 2022 $ / shares	Dec. 31, 2022 Y
Stock price
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement inputs	12.24		13.36
Exercise price
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement inputs	11.50		11.50
Expected term (years)
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement inputs	5.00		5.00	5.00
Expected volatility
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement inputs	19.30	7.74		0.0774
Risk-free rate of return
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement inputs	3.64	0.0399
Dividend yield
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement inputs	0.00	0.0000

De-SPAC Merger Transaction - Common Stock Warrants (Details) $ / shares in Units, $ in Thousands		1 Months Ended	3 Months Ended	12 Months Ended
	Aug. 26, 2022 D $ / shares shares	Dec. 21, 2022 shares	Mar. 31, 2023 USD ($)	Dec. 31, 2022 USD ($) shares
Common Stock Warrants
Warrant to purchase each share	1
Warrant exercise price (in dollars per share) \| $ / shares	$ 11.50
Shares issued for warrants exercised				0
Cash proceeds \| $			$ 2,632	$ 2,600
Westrock Public Warrants
Common Stock Warrants
Warrants	12,500,000
Warrant expiry term	5 years
Redemption price \| $ / shares	$ 0.01
Number of trading days \| D	20
Number of trading days before warrant redemption notice \| D	30
Number of business days \| D	3
Share price (in dollars per share) \| $ / shares	$ 18.00
Warrants exercised		527,084		228,796
Shares issued for warrants exercised				228,796
Westrock Public Warrants \| Minimum
Common Stock Warrants
Term of redemption notice to share holders	30 days
Westrock Private Warrants
Common Stock Warrants
Warrants	7,400,000
Warrant exercisable term	30 days
Common Stock
Common Stock Warrants
Shares issued for warrants exercised		94,453		94,000

Revenue - Contract Balances (Details) - USD ($)	12 Months Ended
Revenue - Contract Balances (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Mar. 31, 2023
Revenue
Capitalized contract costs	$ 0	$ 0		$ 0
Amortization of deferred contract costs	1,200,000	300,000	$ 1,300,000
Prepaid expenses and other current assets
Revenue
Contract assets	400,000	500,000
Accounts receivable
Revenue
Receivables from contracts with customers	$ 104,700,000	$ 89,000,000.0		$ 118,000,000.0

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
Deferred legal fee		$ 1,781,000		$ 337,000

Revenue - Revenue from Forward Contracts (Details) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Derivatives
Net unrealized gains (losses)	$ 2,240	$ (4,860)	$ (18,114)	$ 8,178	$ 3,581
Forward sales contracts
Derivatives
Net unrealized gains (losses)	1,000	(6,900)	8,800	(4,800)	2,200
Revenue	$ 24,400	$ 38,100	$ 181,700	$ 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
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=114001798&loc=d3e33918-111571

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 10
-Section 50
-Paragraph 28
-Subparagraph (f)
-URI https://asc.fasb.org/extlink&oid=123596393&loc=d3e14064-108612

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 6: 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

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8736-108599

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iv))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

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)(iii)(A))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 40
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9031-108599

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(i))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 12: 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)(i))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8906-108599

Reference 14: 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)(5))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 41
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9038-108599

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iii)(A))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(5))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 42
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9054-108599

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 20: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 235
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-05(b)(2))
-URI https://asc.fasb.org/extlink&oid=120399901&loc=d3e537907-122884

Reference 21: 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)(iii)(B))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 22: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(ii))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 23: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(1))
-URI https://asc.fasb.org/extlink&oid=126953954&loc=SL114868664-224227

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

Leases (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

Leases


(Thousands)	Balance Sheet Location	March 31, 2023		December 31, 2022
Right-of-use operating lease assets	Operating lease right-of-use assets	$	16,115	$	11,090
Operating lease liabilities - current	Accrued expenses and other current liabilities		3,206		2,832
Operating lease liabilities - noncurrent	Other long-term liabilities		13,253		8,424


(Thousands)	Balance Sheet Location	December 31, 2022
Right-of-use operating lease assets	Other long-term assets	$	11,090
Operating lease liabilities - current	Accrued expenses and other current liabilities		2,832
Operating lease liabilities - noncurrent	Other long-term liabilities		8,424

Schedule of components of lease costs


(Thousands)	Three Months Ended March 31, 2023		Three Months Ended March 31, 2022
Operating lease cost	$	1,221	$	929
Short-term lease cost		234		254
Total	$	1,455	$	1,183


	March 31, 2023			March 31, 2022
Weighted-average discount rate		8.0	%		7.4	%
Weighted-average remaining lease term		5.3	years		5.5	years


(Thousands)	Three Months Ended March 31, 2023		Three Months Ended March 31, 2022
Operating cash flows from operating leases	$	1,065	$	832


	Year Ended
(Thousands)	December 31, 2022
Operating lease cost	$	907
Short-term lease cost		235
Total	$	1,142

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


	December 31, 2022
Weighted-average discount rate		8.4%
Weighted-average remaining lease term		4.6 years

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


	Year Ended
(Thousands)	December 31, 2022
Operating cash flows from operating leases	$	891

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


(Thousands)
Remainder of 2023	$	3,212
2024		4,382
2025		3,277
2026		2,609
2027		2,589
Thereafter		4,239
Total future minimum lease payments		20,308
Less: imputed interest		(3,849)
Present value of minimum lease payments	$	16,459

Future minimum lease payments under non-cancellable operating leases as of December 31, 2022 are as follows:


(Thousands)
2023	$	3,713
2024		3,264
2025		2,130
2026		1,435
2027		1,385
Thereafter		1,740
Total future minimum lease payments		13,667
Less: imputed interest		(2,411)
Present value of minimum lease payments	$	11,256

WARRANT LIABILITIES

6 Months Ended

11 Months Ended

Jun. 30, 2022

Dec. 31, 2021

De-SPAC Merger Transaction

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

●

De-SPAC Merger Transaction

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

De-SPAC Merger Transaction

Note 4. De-SPAC Merger Transaction

On the Closing Date, the Company completed the Transaction with Riverview. At Closing, the Company issued 12,868,151 Common Shares to public and class B shareholders of Riverview, receiving $49.8 million of the cash held in the trust account of Riverview, which is net of $17.1 million of Riverview transaction expenses that were either paid by Riverview prior to Closing or offset against proceeds received by the Company at Closing. The 12,868,151 shares issued at Closing include 1,910,000 shares issued to PIPE investors who elected to satisfy their PIPE commitments through the purchase of shares of Class A common stock of Riverview (“Riverview Class A Shares”) on the public market, pursuant to the terms of their respective subscription agreements.

Substantially concurrently with the Closing, the Company received $205.9 million in cash proceeds (which amount excludes contribution to the Company of certain related party notes outstanding immediately prior to Closing) from common stock PIPE investments (the “PIPE Financing”), issued 20,590,000 Common Shares to the PIPE investors (which share amount excludes the conversion of the related party notes), and entered into a credit agreement that includes (a) a senior secured first lien revolving credit facility in an initial aggregate principal amount of $175.0 million and (b) a senior secured first lien term loan facility in an initial aggregate principal amount of $175.0 million.

Prior to the Closing, the Company’s ownership interests consisted of two classes of equity, referred to as Common Units and Common Equivalent Preferred Units. At inception, each Common Equivalent Preferred Unit has a liquidation preference of $1.00 per unit, increased by an amount accruing at the rate of 10% per annum, compounding annually, based on its liquidation preference as of the time of such accrual, and reduced by the cumulative amount of any cash dividends or distributions, if any, made by the Company in respect of such Common Equivalent Preferred Unit (the “Common Equivalent Preferred Unit Liquidation Preference”). In connection with the Closing, holders of Common Equivalent Preferred Units were paid a cash dividend totaling $4.4 million, which is equal to the accreted liquidation preference of the Common Equivalent Preferred Units from June 30, 2022 through Closing.

Pursuant to the Transaction Agreement, (a) each issued and outstanding Common Unit converted into 0.1049203474320 Common Shares, (b) each issued and outstanding Common Equivalent Preferred Unit for which the holder had not elected to convert such unit into shares of Series A convertible preferred stock of Westrock (the “Westrock Series A Preferred Shares”) (see Note 13), automatically converted into 0.1086138208640 Common Shares if such Westrock Preferred Unit was designated a Series A Common Equivalent Preferred Unit or 0.1049203474320 Common Shares if such Common Equivalent Preferred Unit was designated a Series B Common Equivalent Preferred Unit and (c) each outstanding Westrock Preferred Unit, for which the holder thereof had made an election to convert such unit into Westrock Series A Preferred Shares, converted into 0.1086138208740 Westrock Series A Preferred Shares if such Common Equivalent Preferred Unit was designated a Series A Common Equivalent Preferred Unit or 0.0919280171940 Westrock Series A Preferred Shares if such Common Equivalent Preferred Unit was designated a Series B Common Equivalent Preferred Unit.

extinguished at Closing) were exchanged for one Common Share, (iii) each outstanding warrant to purchase Riverview Class A Shares (the “Riverview Warrants”) was, by its terms, automatically converted into a comparable warrant to purchase Common Shares (the “Westrock Warrants”) on the terms and subject to the conditions set forth in the warrant agreement for the Riverview Warrants and the amended and restated warrant agreement for the Westrock Warrants, (iv) each Riverview Share held immediately prior to Closing by Riverview as treasury stock was automatically canceled and extinguished and (v) each share of capital stock of Merger Sub I issued and outstanding immediately prior to Closing was automatically canceled and extinguished and converted into one share of common stock, par value $0.01, of the surviving corporation in the SPAC Merger. In connection with obtaining the approval of the Mergers by Riverview’s stockholders, Riverview provided an opportunity for its stockholders to redeem all or a portion of their outstanding Riverview Class A Shares.

The Transaction is a capital transaction in substance and not a business combination under ASC 805, Business Combinations (“ASC 805”). As a result, Westrock is treated as the accounting acquirer and Riverview is treated as the acquired company for financial reporting purposes per ASC 805. Accordingly, for accounting purposes, the Transaction is treated similar to an equity contribution in exchange for the issuance of Common Shares.

The financial statements of the combined entity represent a continuation of the financial statements of Westrock, and the net assets of Riverview have been stated at historical cost, with no goodwill or other intangible assets recorded. The equity and net loss per unit attributable to common equityholders of the Company, prior to the Closing, have been retroactively adjusted as shares reflecting the common unit conversion ratio discussed above.

Proceeds from the Transaction and the $175.0 million term loan facility were used to pay off and terminate our then existing term loan and asset-based lending agreements, and to pay expenses related to the Transaction and the new credit agreement.

The Company and Riverview incurred $24.0 million and $17.1 million, respectively, of expenses related to the Transaction. These expenses consist of underwriting fees, professional services (legal, accounting, advisory, etc.) and other direct expenses associated with the Transaction. Costs incurred by Westrock were initially capitalized as incurred in the other assets on the Condensed Consolidated Balance Sheets. As a result of the transaction, $24.0 million of transaction costs incurred by the Company related to the issuance of shares were recognized in additional paid-in capital as a reduction of proceeds. The $17.1 million of expenses incurred by Riverview were either paid by Riverview prior to Closing or netted against proceeds received by the Company at Closing.

Common Stock Warrants

The Company assumed 12,500,000 publicly-traded Riverview Warrants (“Public Warrants”) and 7,400,000 private placement Riverview Warrants (“Private Warrants”), which were originally issued by Riverview in connection with its initial public offering and, as a result of the assumption by the Company, became Westrock Warrants. The Public Warrants assumed by Westrock are referred to as the “Westrock Public Warrants” and the Private Warrants assumed by Westrock are referred to as the “Westrock Private Warrants”. The Westrock Warrants are included in warrant liabilities on the Company’s Condensed Consolidated Balance Sheet. The Westrock Warrants entitle the holder to purchase one share of Common Share at an exercise price of $11.50 per share.

The Westrock Warrants may only be exercised for a whole number of shares, and will expire on August 26, 2027 (i.e., five years following the Closing), or earlier upon redemption or liquidations. Westrock may redeem the outstanding Westrock Public Warrants (i) in whole and not in part; (ii) at a price of $0.01 per warrant; (iii) upon not less than 30 days’ prior written notice of redemption to each warrant holder; and (iv) if, and only if, the reported last sale price of the Common Shares for any 20 trading days within a 30-trading day period ending three business days before Westrock sends the notice of redemption to the warrant holders equals or exceeds $18.00 per share. During any period when Westrock fails to maintain an effective registration statement registering the Common Shares issuable upon the exercise of the Westrock Warrants, Westrock is required to permit holders of Westrock Warrants to exercise their Westrock Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act of 1933, as amended, or another exemption.

If and when the Public Warrants become redeemable by Westrock, Westrock may exercise its redemption right even if Westrock is unable to register or qualify the underlying securities for sale under all applicable state securities laws.

cannot be redeemable by Westrock so long as they are held by the Riverview Sponsor or its permitted transferees. The Riverview Sponsor, or its permitted transferees, have the option to exercise the Westrock Private Warrants on a cashless basis. If the Westrock Private Warrants are held by holders other than the Riverview Sponsor or its permitted transferees, the Westrock Private Warrants will become redeemable by Westrock and exercisable by the holders on the same basis as the Westrock Public Warrants.

Note 4. De-SPAC Merger Transaction

On August 26, 2022, the Company completed the Transaction with Riverview. At Closing, the Company issued 12,868,151 Common Shares to public and class B shareholders of Riverview, receiving $49.8 million of the cash held in the trust account of Riverview, which is net of $17.1 million of Riverview transaction expenses that were either paid by Riverview prior to Closing or offset against proceeds received by the Company at Closing. The 12,868,151 shares issued at Closing include 1,910,000 shares issued to PIPE investors who elected to satisfy their PIPE commitments through the purchase of shares of Class A common stock of Riverview (“Riverview Class A Shares”) on the public market, pursuant to the terms of their respective subscription agreements.

Substantially concurrently with the Closing, the Company received $205.9 million in cash proceeds (which amount excludes contribution to the Company of certain related party notes as described in Note 12) from common stock PIPE investments (the “PIPE Financing”), issued 20,590,000 Common Shares to the PIPE investors (which share amount excludes the conversion of the related party notes as described in Note 12), and entered into a credit agreement that includes (a) a senior secured first lien revolving credit facility in an initial aggregate principal amount of $175.0 million and (b) a senior secured first lien term loan facility in an initial aggregate principal amount of $175.0 million. See Note 12 for additional disclosures regarding the new credit agreement.

Prior to the Closing, the Company’s ownership interests consist of two classes of equity, referred to as Common Units and Common Equivalent Preferred Units (the “CEP Units”). At inception, each CEP Unit has a liquidation preference of $1.00 per unit, increased by an amount accruing at the rate of 10% per annum, compounding annually, based on its liquidation preference as of the time of such accrual, and reduced by the cumulative amount of any cash dividends or distributions, if any, made by the Company in respect of such CEP Unit (the “CEP Unit Liquidation Preference”). During the years ended December 31, 2022, 2021 and 2020, the CEP Units accrued $13.9 million, $24.2 million and $18.5 million of liquidation preference, respectively. In connection with the Closing, holders of Common Equivalent Preferred Units were paid a cash dividend totaling $4.4 million, which is equal to the accreted liquidation preference of the Common Equivalent Preferred Units from June 30, 2022 through Closing.

As a result, we issued 34,855,535 Common Shares to holders of Common Units, 2,220,305 Common Shares to holders of Common Equivalent Preferred Units who elected to convert their Common Equivalent Preferred Units into Common Shares, and 23,587,952 Westrock Series A Preferred Shares to holders who elected to convert their Common Equivalent Preferred Units into Westrock Series A Preferred Shares. The Company realized a net loss on extinguishment of the Common Equivalent Preferred Units of $2.9 million, including the payment of approximately $1.3 million of issuance costs, which have been recorded within accumulated deficit on our Consolidated Balance Sheets and adjusts earnings attributable to common shareholders in computing basic and diluted earnings per share.

In addition, at Closing, (i) each outstanding share of class B common stock of Riverview (the “Riverview Class B Shares” together with the Riverview Class A Shares, the “Riverview Shares”) (other than the Riverview Class B Shares held as treasury stock, which were automatically cancelled and extinguished at Closing), automatically converted into one Riverview Class A Share, (ii) each outstanding Riverview Class A Share (including the Riverview Class A Shares resulting from the conversion of Riverview Class B Shares at Closing but excluding any Riverview Class A Shares held as treasury stock, which were automatically cancelled and extinguished at Closing) were exchanged for one Common Share, (iii) each outstanding warrant to purchase Riverview Class A Shares (the “Riverview Warrants”) was, by its terms, automatically converted into a comparable warrant to purchase Common Shares (the “Westrock Warrants”) on the terms and subject to the conditions set forth in the warrant agreement for the Riverview Warrants and the amended and restated warrant agreement for the Westrock Warrants, (iv) each Riverview Share held immediately prior to Closing by Riverview as treasury stock was automatically canceled and extinguished and (v) each share of capital stock of Merger Sub I issued and outstanding immediately prior to Closing was automatically canceled and extinguished and converted into one share of common stock, par value $0.01, of the surviving corporation in the SPAC Merger. In connection with obtaining the approval of the Mergers by Riverview’s stockholders, Riverview provided an opportunity for its stockholders to redeem all or a portion of their outstanding Riverview Class A Shares.

The Transaction is a capital transaction in substance and not a business combination under ASC 805, Business Combinations (“ASC 805”). As a result, Westrock is treated as the accounting acquirer and Riverview is treated as the acquired company for financial reporting purposes per ASC 805. Accordingly, for accounting purposes, the Transaction is treated similar to an equity contribution in exchange for the issuance of Common Shares.

The Company and Riverview incurred $24.0 million and $17.1 million, respectively, of expenses related to the Transaction. These expenses consist of underwriting fees, professional services (legal, accounting, advisory, etc.) and other direct expenses associated with the Transaction. Costs incurred by Westrock were initially capitalized as incurred in the other assets on the Consolidated Balance Sheets. As a result of the transaction, $24.0 million of transaction costs incurred by the Company related to the issuance of shares were recognized in additional paid-in capital as a reduction of proceeds. The $17.1 million of expenses incurred by Riverview were either paid by Riverview prior to Closing or netted against proceeds received by the Company at Closing. There were no deferred transaction costs recorded in the Consolidated Balance Sheets as of December 31, 2022.

Common Stock Warrants

The Company assumed 12,500,000 publicly-traded Riverview Warrants (“Public Warrants”) and 7,400,000 private placement Riverview Warrants (“Private Warrants”), which were originally issued by Riverview in connection with its initial public offering and, as a result of the assumption by the Company, became Westrock Warrants. The Public Warrants assumed by Westrock are referred to as the “Westrock Public Warrants” and the Private Warrants assumed by Westrock are referred to as the “Westrock Private Warrants”. The Westrock Warrants are included in warrant liabilities on the Company’s Consolidated Balance Sheet. The Westrock Warrants entitle the holder to purchase one share of Common Share at an exercise price of $11.50 per share.

The Westrock Warrants became exercisable for cash on December 21, 2022 upon the effectiveness of our Registration Statement on Form S-1 (File No. 333-267509) (“Warrant Registration Statement”) registering the Common Shares issuable upon the exercise of the Westrock Warrants. The Westrock Warrants may only be exercised for a whole number of shares, and will expire on August 26, 2027 (i.e., five years following the Closing), or earlier upon redemption or liquidations. Westrock may redeem the outstanding Westrock Public Warrants (i) in whole and not in part; (ii) at a price of $0.01 per warrant; (iii) upon not less than 30 days’ prior written notice of redemption to each warrant holder; and (iv) if, and only if, the reported last sale price of the Common Shares for any 20 trading days within a 30-trading day period ending three business days before Westrock sends the notice of redemption to the warrant holders equals or exceeds $18.00 per share. During any period when Westrock fails to maintain an effective registration statement registering the Common Shares issuable upon the exercise of the Westrock Warrants, Westrock is required to permit holders of Westrock Warrants to exercise their Westrock Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act of 1933, as amended, or another exemption.

Between November 25, 2022 and December 21, 2022, the effective date of the Warrant Registration Statement, 527,084 Westrock Public Warrants were exercised on a cashless basis, in accordance with the terms of the Westrock Warrants, resulting in the issuance of 94,453 Common Shares. There were no other exercises of Warrants for the year ended December 31, 2022. From December 31, 2022 through the date of these financial statements, Westrock has received $2.6 million in cash proceeds from the exercise of 228,796 Public Warrants, resulting in the issuance of 228,796 Common Shares.

The Westrock Private Warrants, which became transferable, assignable and salable on September 26, 2022 (i.e., 30 days after the Closing), are currently held by the Riverview Sponsor, and are generally identical to the Westrock Public Warrants, except they cannot be redeemable by Westrock so long as they are held by the Riverview Sponsor or its permitted transferees. The Riverview Sponsor, or its permitted transferees, have the option to exercise the Westrock Private Warrants on a cashless basis. If the Westrock Private Warrants are held by holders other than the Riverview Sponsor or its permitted transferees, the Westrock Private Warrants will become redeemable by Westrock and exercisable by the holders on the same basis as the Westrock Public Warrants.

Revenue - Disaggregated Revenue (Details) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Revenue
Revenues	$ 205,442	$ 186,428	$ 867,872	$ 698,144	$ 550,846
Purchase obligations	278,400		184,200
Sustainable, Sourcing and Traceability
Revenue
Purchase obligations	10,200
United States
Revenue
Revenues	185,561	153,016	719,437	583,011	445,210
All other countries
Revenue
Revenues	19,881	33,412	148,435	115,133	105,636
Product
Revenue
Revenues			867,872	698,144	550,846
Coffee & tea
Revenue
Revenues	146,349	121,682	569,464	445,466	344,919
Flavors, extracts & ingredients
Revenue
Revenues	33,862	25,666	112,155	98,850	72,460
Other
Revenue
Revenues	998	1,014	3,684	6,697	7,527
Green coffee
Revenue
Revenues	$ 24,233	$ 38,066	$ 182,569	$ 147,131	$ 125,940

RELATED PARTY TRANSACTIONS, Related Party Loans (Details) - Sponsor, Affiliate of Sponsor, or Certain Company Officers and Directors [Member] - CIK 0001846136 Riverview Acquisition Corp - Working Capital Loans [Member] - 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

Document and Entity Information	3 Months Ended
Document and Entity Information	Mar. 31, 2023
Document and Entity Information
Document Type	POS AM
Entity Registrant Name	WESTROCK COFFEE COMPANY
Entity Filer Category	Non-accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Central Index Key	0001806347
Amendment Flag	true
Amendment Description	The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

Organization and Description of Business (Details)	3 Months Ended	12 Months Ended
Organization and Description of Business (Details)	Mar. 31, 2023 segment	Dec. 31, 2022 facility segment
Organization and Description of Business
Number of operating segments \| segment	2	2
Number of manufacturing facilities		8
Concord, North Carolina
Organization and Description of Business
Number of manufacturing facilities		3
North Little Rock, Arkansas
Organization and Description of Business
Number of manufacturing facilities		2
Richmond, California
Organization and Description of Business
Number of manufacturing facilities		1
Kigali, Rwanda
Organization and Description of Business
Number of manufacturing facilities		1
Johor Bahru, Malaysia
Organization and Description of Business
Number of manufacturing facilities		1

Summary of Significant Accounting Policies

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

Summary of Significant Accounting Policies

Note 3. Summary of Significant Accounting Policies

Use of Estimates

Going Concern

Accounts Receivable and Allowance for Credit Losses

Activity in the allowance for credit losses for the periods indicated was as follows:


	Three Months Ended March 31,
(Thousands)	2023		2022
Balance at beginning of period	$	3,023	$	3,749
Charged to selling, general and administrative expense		497		897
Write-offs		(1,004)		(1,635)
Total	$	2,516	$	3,011

Inventories

Supplier Finance Program

Warrant Liabilities

Income Taxes

Recently adopted accounting pronouncements

Update ASU 2022-04 - Liabilities—Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations

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

Note 3. Summary of Significant Accounting Policies

Use of Estimates

Liquidity

Change in Accounting Principle

In 2021, the Company elected to change its accounting principle for goodwill by unwinding its previous election of applying the private company alternative accounting for the subsequent measurement of goodwill and apply Accounting Standards Codification (“ASC”) 350-20, Intangibles — Goodwill and Other. The private company alternative permits companies to amortize goodwill and to test goodwill for an impairment at an enterprise level. The Company applied ASC 350 retrospectively beginning January 1, 2020,

which resulted in the Company unwinding the accumulated amortization of goodwill recognized through January 1, 2020 of $6.6 million. Accordingly, this change resulted in an increase in goodwill and a decrease in accumulated deficit of $6.6 million as of January 1, 2020. The impact to the Consolidated Statement of Operations for the year ended December 31, 2020 was the reversal of $14.6 million of Goodwill amortization previously recognized in selling, general and administrative expenses and the recognition of a

goodwill impairment charge of $76.9 million, the net of which resulted in a $62.2 million and $63.2 million increase to loss before income taxes and net loss, respectively.

Cash and Cash Equivalents

Restricted Cash

Restricted cash represents cash maintained in margin accounts in accordance with futures market and broker regulations. In accordance with the Company’s accounting policy, the Company does not adjust the value of its derivative assets or liabilities by the amount of cash held in margin accounts.

The total cash and cash equivalents and restricted cash is as follows:


(Thousands)	December 31, 2022		December 31, 2021
Cash and cash equivalents	$	16,838	$	19,344
Restricted cash		9,567		3,526
Total	$	26,405	$	22,870

Accounts Receivable and Allowance for Credit Losses

Activity in the allowance for credit losses was as follows:


	Year Ended December 31,
(Thousands)	2022		2021
Balance at beginning of period	$	3,749	$	3,977
Charged to selling, general and administrative expense		1,790		439
Write-offs		(2,516)		(667)
Total	$	3,023	$	3,749

Inventories

Property, Plant and Equipment

Property, plant and equipment are stated at cost less accumulated depreciation. Depreciation is allocated between cost of sales and selling, general and administrative expense and is determined using the straight-line method over the estimated useful life of the assets. Leasehold improvements are amortized using the straight-line method over the remaining life of the lease or useful life of the asset, whichever is shorter. Maintenance and repairs are charged to operating expense when incurred.

As part of normal business operations, we identify long-lived assets that are no longer productive and dispose of them. Gains and losses on disposals of assets are presented separately in our Consolidated Statements of Operations as part of operating expenses. For the year ended December 31, 2020, we recognized a loss on disposal of property, plant and equipment of $5.8 million related to equipment associated with the acquired S&D Coffee, Inc. (“S&D”) Direct-Store-Delivery business, as described in Intangible Assets below.

Goodwill and Indefinite Lived Intangible Assets

Goodwill represents the excess purchase price of acquired businesses over the fair value of the net assets acquired. Goodwill is reviewed for impairment at least annually. In accordance with ASC 350 Goodwill – Intangible and Other, we evaluate goodwill for impairment between annual impairment tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. Application of the goodwill impairment test requires significant judgment, including the identification of reporting units; assignment of assets and liabilities to reporting units; and assignment of goodwill to reporting units. As of December 31, 2022, all of our goodwill is assigned to our Beverage Solutions reporting unit. Unless circumstances otherwise dictate, the annual impairment test is performed as of October 1.

We first evaluate impairment of goodwill by assessing qualitative factors to determine whether it is more likely than not that the fair value of our reporting unit is less than its carrying amount (the “Step Zero” analysis). If the Step Zero analysis indicates that it is more likely than not that the fair value of our reporting unit is less than its carrying amount, we will perform a quantitative assessment of goodwill impairment.

Qualitative factors include industry and market considerations, overall financial performance, and other relevant events and circumstances affecting the reporting unit. If we choose to perform a qualitative assessment and, after consideration of all relevant factors and circumstances, we determine that it is more likely than not that a reporting unit’s fair value is less than its carrying value, we would perform a quantitative fair value test.

When performing a quantitative assessment, we estimate the fair value of our reporting unit using a combination of an income approach based on the present value of estimated future cash flows, and a market approach based on market data of comparable businesses and acquisitions multiples paid in recent transactions. We evaluate the appropriateness of each valuation methodology in determining the weighting applied to each in the determination of the concluded fair value. If the carrying value of a reporting unit’s net assets is less than its fair value, no indication of impairment exists. If the carrying amount of the reporting unit is greater than the fair value of the reporting unit, an impairment loss must be recognized for the excess and recorded in the Consolidated Statements of Operations not to exceed the carrying value of goodwill.

Fair value determinations of the business require considerable judgment and are sensitive to changes in underlying assumptions and factors. As a result, there can be no assurance that the estimates and assumptions made for the purposes of a quantitative goodwill impairment test prove to be an accurate prediction of future results. Key assumptions include our expected revenue growth rates, operating profits, levels of capital expenditures, and costs of capital. In determining these assumptions, we considered our ability to execute on our plans, future economic conditions, interest rates, and other market data. Many factors are outside the control of management, and these assumptions and estimates may change in future periods. Small changes in these assumptions or estimates could materially affect our cash flow projections; and therefore, could affect the likelihood and amount of potential impairment in future periods. Accordingly, if our current cash flow assumptions are not realized, it is possible that an impairment charge may be recorded in the future.

During the fourth quarter of 2022, the Company completed a qualitative analysis to evaluate impairment of goodwill and concluded that it was more likely than not that the fair value of our goodwill reporting unit exceeded the carrying amount. We reached this conclusion based on the valuation of our recently completed de-SPAC merger transaction, industry tailwinds, and in consideration of the significant excess fair value over carrying value of the prior year quantitative goodwill impairment evaluation. As a result, the Company concluded that no impairment existed in the year ending December 31, 2022.

During the year ended December 31, 2020, due to the negative economic impacts that COVID-19 had on our business, we determined it was more-likely-than-not that the estimated fair value of our goodwill reporting units was less than its carrying value. Accordingly, we performed a quantitative assessment to determine whether a goodwill impairment existed during the second quarter of 2020. The discounted cash flow model reflects our assumptions regarding revenue growth rates, including estimated implications of COVID-19 to our revenues, cost structure, economic and market trends and other expectations around the anticipated operating results of our business. We discounted the estimated cash flows for the entity using rates that represent a market participant’s weighted average cost of capital commensurate with the underlying business operations. The market approach develops an indication of fair value by calculating average market pricing multiples of revenues and EBITDA for selected peer publicly-traded companies, as well as multiples for relevant transactions that have taken place. As a result of changes in consumer behaviors caused by mitigation strategies enacted to combat the spread of COVID-19, we experienced a decrease in the demand for our products, which resulted in an impairment charge of $76.9 million in our Beverage Solutions segment in the second quarter of 2020.

Following the acquisition of S&D, and due to the implications of COVID-19 and its related impacts to our distribution operations, we assessed the acquired S&D Direct-Store-Delivery (“DSD”) distribution business and determined to close the DSD distribution business in June 2020. As a result of exiting the business and loss of projected revenues that supported the acquired S&D trademark, we fully impaired the associated acquired trademark and recorded a non-cash impairment charge of $5.2 million for the year ended December 31, 2020, which is recognized in impairment charges in the Consolidated Statements of Operations.

Impairment of Property, Plant and Equipment

We review our property, plant and equipment for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset group may not be recoverable from future, undiscounted net cash flows expected to be generated by the asset group. If the asset group is not fully recoverable, an impairment loss would be recognized for the difference between the carrying value of the asset group and its estimated fair value. For the years ended December 31, 2022, 2021 and 2020, there were no events or changes in circumstances indicating that the carrying amount of any of our asset groups were not recoverable from future undiscounted cash flows we expect the asset groups to generate, and no impairment losses were recognized.

Intangible Assets

As of December 31, 2022, our intangible assets subject to amortization, net of accumulated amortization were $130.9 million. Intangible assets, including acquired finite-lived intangible assets, are amortized on a straight-line basis over their remaining useful lives. The useful life for the customer relationship intangible assets acquired in our acquisitions was determined to be the expected remaining life of those relationships on a basis that reflects the pattern of realization. Other intangible assets are amortized over their expected recovery periods.

Finite-lived intangible assets are tested for impairment with the applicable asset group and evaluated for impairment along with property, plant and equipment. For the years ended December 31, 2022 and 2021, no impairment losses were recognized related to intangible assets subject to amortization.

Warrant Liabilities

Debt Issuance Costs

Debt issuance costs consist primarily of loan origination fees, underwriting, legal and other direct costs related to the issuance of debt. Fees related to the issuance of our Term Loan Facility are capitalized and amortized to interest expense over the term of the debt using the frozen effective yield method. The unamortized amount is presented as a reduction of long-term debt on the Consolidated Balance Sheets. Fees related to our Revolving Credit Facility are amortized ratably over the term of the Revolving Credit Facility and are included in other long-term assets in the accompanying Consolidated Balance Sheets. Amortization of deferred debt issuance costs are included in interest expense in the Consolidated Statements of Operations.

Derivatives

Revenue Recognition

The Company’s revenue consists of products and services which are accounted for under ASC 606, Revenue from Contracts with Customers, (“ASC 606”) and from commodity contracts that are accounted for under ASC 815. We recognize revenue, net of sales returns, when ownership passes to customers for products manufactured in our own plants and/or by third parties on our behalf, and when prices to our customers are fixed or determinable and collection is reasonably assured. This may be upon shipment of goods or upon delivery to the customer, depending on the contractual terms. Shipping and handling costs paid by the customer to us are included in revenue. Although we occasionally accept returns of products from our customers, historically returns have not been material.

Sales Incentives

We participate in various incentive programs with our customers, including volume-based incentives, contractual rebates and promotional allowances. Volume incentives are based on our customers achieving volume targets for a period of time. Volume incentives and contractual rebates are deducted from revenue and accrued as the incentives are earned and are based on management’s estimate of the total the customer is expected to earn and claim. Promotional allowances are accrued at the time of revenue recognition and are deducted from revenue based on either the volume shipped, or the volume sold at the retailer location, depending on the terms of the allowance. We regularly review customer sales forecasts to ensure volume targets will be met and adjust incentive accruals and revenues accordingly.

Costs of Sales

We record costs associated with the manufacturing of our products in costs of sales. Finished goods inventory costs include the costs of direct labor and materials and the applicable share of overhead expense chargeable to production.

Selling, General and Administrative Expense

We record all other expenses not charged to production as selling, general and administrative expense, except those meeting the definition of acquisition, restructuring and integration expenses. Advertising costs are expensed at the commencement of an advertising campaign and are recognized as a component of selling, general and administrative expense. For the years ended

December 31, 2022, 2021 and 2020, advertising expenses were approximately $3.6 million, $2.9 million and $2.7 million, respectively.

Shipping and Handling Costs

Shipping and handling costs incurred to deliver products from our locations to the end-user consumer of those products are recorded in selling, general and administrative expense in our Consolidated Statements of Operations. Shipping and handling costs included in selling, general and administrative expense were $22.1 million, $19.9 million and $15.9 million, for the years ended December 31, 2022, 2021 and 2020, respectively.

Shipping and handling costs incurred to store, prepare, and move products between production facilities or from production facilities to branch locations or storage facilities are recorded in costs of sales.

Equity-Based Compensation

We have determined that our equity-based awards qualify as equity classified awards, and are measured based on the fair value of the award on the date of the grant. See Note 16.

Foreign Currency Translation

The functional currency of our Rwandan subsidiary is the Rwandan Franc. All other international subsidiaries of the Company use the U.S. Dollar as their functional currency. The assets and liabilities of non-U.S. active operations are translated to U.S. dollars at the exchange rates in effect at the balance sheet dates. Revenues and expenses are translated using average monthly exchange rates prevailing during the period. The resulting gains or losses are recorded in AOCI.

Income Taxes

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 assumed are estimated using the income, market and/or cost approach. The income approach utilizes the present value of estimated future cash flows that a business or asset can be expected to generate, while under the market approach, the fair value of an asset or business reflects the price at which comparable assets are purchased under similar circumstances. Inherent in our preparation of cash flow projections are significant assumptions and estimates derived from a review of operating results, business plans, expected growth rates, capital expenditure plans, costs of capital and tax rates. We also make certain forecasts about future economic conditions, interest rates and other market data. Many of the factors used in assessing fair value are outside the control of management. Small changes in these assumptions or estimates could materially affect the estimated fair value. Additional information, which existed as of the acquisition date but unknown to the Company at that time, may become known during the remainder of the measurement period, a period not to exceed twelve months from the acquisition date. Adjustments in the purchase price allocation may require a recasting of the amounts allocated to goodwill and intangible assets. If such an adjustment is required, the Company will recognize a measurement-period adjustment during the period in which it determines the amount of the adjustment, including the effect on earnings of any amounts it would have recorded in previous periods if the accounting had been completed at the acquisition date. The results of operations of businesses acquired are included in the Company’s Consolidated Financial Statements from their dates of acquisition.

Noncontrolling Interest

The Company has an 85% ownership interest in Falcon Coffees Limited, which operates our trading business and is reported within our Sustainable Sourcing & Traceability segment. Equity interests not owned by us are reflected as noncontrolling interests. In the Consolidated Statements of Operations, we allocate net income (loss) attributable to non-controlling interest to arrive at net income (loss) attributable to common shareholders based on their proportionate share.

Acquisition, Restructuring and Integration Expense

The Company expenses non-capitalizable acquisition, restructuring and integration expenses in the period in which they are incurred and services are received. Acquisition costs represent incremental transaction pursuit and unsuccessful pursuit costs, including professional services (legal, accounting, advisory, etc.), finder’s fees and other direct expenses associated with an acquisition. Restructuring and integration costs include direct costs related to restructuring activities, and costs necessary to integrate an acquired business, including professional services, systems and data conversions, severance and retention bonuses to employees of an acquired business.

Restructuring Plans

The Company accounts for exit or disposal of activities in accordance with ASC 420, Exit or Disposal Cost Obligations (“ASC 420”). The Company defines a business restructuring as an exit or disposal activity that includes but is not limited to a program which is planned and controlled by management and materially changes either the scope of a business or the manner in which that business is conducted. Business restructuring charges may include (i) one-time termination benefits related to employee separations, (ii) contract termination costs and (iii) other related costs associated with exit or disposal activities.

During the year ended December 31, 2020, as a result of the closure of the acquired DSD business, we recognized $13.9 million of pre-tax restructuring charges, consisting of $5.6 million of lease termination expenses and $8.3 million of employee termination costs, which are reported in acquisition, restructuring and integration expense in the Consolidated Financial Statements. During the year ended December 31, 2021, the Company incurred $2.0 million of restructuring costs, which are recorded within acquisition, restructuring and integration expense on the Consolidated Statement of Operations. As of December 31, 2022 and 2021, we had no on-going restructuring plans and no restructuring liabilities outstanding.

Recently adopted 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)

Recently issued accounting pronouncements

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

In October 2021, the FASB issued ASU 2021-08, which requires an entity to recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with ASC 606, Revenue from Contracts with Customers, instead of at fair value on the acquisition date as previously required by ASC 805. The amendments improve comparability after the business combination by providing consistent recognition and measurement guidance for acquired revenue contracts and revenue contracts not acquired in a business combination. The updated guidance is effective for public companies for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, and early adoption is permitted. The Company has not yet adopted ASU 2021-08; however, we do not believe this standard will have a material impact on our Consolidated Financial Statements.

Update ASU 2022-04 – Liabilities — Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations

In September 2022, the FASB issued ASU 2022-04 “Liabilities — Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations”, which requires that a company that uses a supplier finance program in connection with the purchase of goods or services disclose sufficient information about the program to allow a user of financial statements to understand the program’s nature, activity during the period, changes from period to period, and potential magnitude. ASU 2022-04 is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, except for the amendment on rollforward information, which is effective for fiscal years beginning after December 15, 2023. Early adoption is permitted. The Company will adopt applicable amendments within ASU 2022-04 on a retrospective basis beginning January 1, 2023. The amendments to ASU 2022-04 do not affect the recognition, measurement or financial statement presentation of obligations covered by supplier finance programs.

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
Common Class A [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] \| Common Class A [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) - USD ($)		6 Months Ended	11 Months Ended
	Aug. 26, 2022	Jun. 30, 2022	Dec. 31, 2021
Offering Costs [Abstract]
Offering cost charged to shareholder deficit	$ 24,000,000.0
Initial Public Offering [Member] \| CIK 0001846136 Riverview Acquisition Corp
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
Initial Public Offering [Member] \| Sponsor [Member] \| CIK 0001846136 Riverview Acquisition Corp
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

CONDENSED STATEMENTS OF OPERATIONS - USD ($)

3 Months Ended

5 Months Ended

6 Months Ended

Jun. 30, 2022

Jun. 30, 2021

Jun. 30, 2022

Operating and formation costs

Loss from Operation

$ 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)

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

(9,776,426)

(8,771,164)

Total other loss

(9,472,906)

(8,367,541)

(10,524,153)

(8,413)

(10,351,728)

Provision for income taxes

(34,787)

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

$ (10,558,940)

$ 63

$ (8,413)

$ (10,386,515)

25,000,000

25,000,000

$ (0.34)

$ 0

$ (0.33)

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

$ (0.34)

$ 0.00

$ (0.33)

^[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).

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, Offering Costs (Details) - USD ($)		6 Months Ended	11 Months Ended
	Aug. 26, 2022	Jun. 30, 2022	Dec. 31, 2021
Offering Costs [Abstract]
Offering cost charged to shareholder deficit	$ 24,000,000.0
Initial Public Offering [Member] \| CIK 0001846136 Riverview Acquisition Corp
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
Initial Public Offering [Member] \| CIK 0001846136 Riverview Acquisition Corp \| 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

Property, Plant and Equipment, Net

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

Property, Plant and Equipment, Net

Note 8. Property, Plant and Equipment, Net

The following table summarizes property, plant and equipment, net as of March 31, 2023 and December 31, 2022:


(Thousands)	Depreciable Lives	March 31, 2023		December 31, 2022
Land		$	8,998	$	9,052
Buildings	10-40 years		44,364		44,425
Leasehold improvements⁽¹⁾			1,914		1,651
Plant equipment	3-15 years		106,753		107,885
Vehicles and transportation equipment	3-5 years		700		700
IT systems	3-7 years		3,396		3,053
Furniture and fixtures	3-10 years		3,624		3,529
Customer beverage equipment⁽²⁾	3-5 years		22,148		21,930
Lease right-of-use assets⁽³⁾			36		36
Construction in progress and equipment deposits			72,630		59,947
			264,563		252,208
Less: accumulated depreciation			(69,872)		(67,002)
Property, plant and equipment, net		$	194,691	$	185,206

(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 8. Property, Plant and Equipment, Net

The following table summarizes property, plant and equipment, net as of December 31, 2022 and 2021:


(Thousands)	Depreciable Lives	December 31, 2022		December 31, 2021
Land		$	9,052	$	9,150
Buildings	10 – 40 years		44,425		43,895
Leasehold improvements⁽¹⁾			1,651		613
Plant equipment	3 – 15 years		107,885		88,155
Vehicles and transportation equipment	3 – 5 years		700		876
IT systems	3 – 7 years		3,053		2,453
Furniture and fixtures	3 – 10 years		3,529		2,746
Customer beverage equipment⁽²⁾	3 – 5 years		21,930		24,341
Lease right-of-use assets⁽³⁾			36		—
Construction in progress and equipment deposits			59,947		8,025
			252,208		180,254
Less: accumulated depreciation			(67,002)		(52,641)
Property, plant and equipment, net		$	185,206	$	127,613

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

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

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

FAIR VALUE MEASUREMENTS (Tables)

3 Months Ended

6 Months Ended

11 Months Ended

12 Months Ended

Mar. 31, 2023

Jun. 30, 2022

Dec. 31, 2021

Dec. 31, 2022

Fair Value Measurement Inputs and Valuation Techniques [Table Text Block]

	December 31, 2022
Stock price	$	13.36
Exercise price		11.50
Expected term (years)		5.00
Expected volatility		7.74	%
Risk-free rate of return		3.99	%
Dividend yield		0.00	%

Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block]


(Thousands)	Westrock Private Warrants
Fair value as of December 31, 2022	$	28,342
Change in fair value		(7,400)
Fair value as of March 31, 2023	$	20,942


	Westrock
(Thousands)	Private Warrants
Fair value as of January 1, 2022	$	—
Assumption of warrants		11,618
Change in fair value		16,724
Fair value as of December 31, 2022	$	28,342

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

Fair Value Measurement Inputs and Valuation Techniques [Table Text Block]


	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	%

Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block]


	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

INITIAL PUBLIC OFFERING (Details) - $ / shares	Aug. 10, 2021	Aug. 26, 2022
Initial Public Offering [Abstract]
Number of securities called by each warrant (in shares)		1
Exercise price of warrant (in dollars per share)		$ 11.50
Initial Public Offering [Member] \| CIK 0001846136 Riverview Acquisition Corp
Initial Public Offering [Abstract]
Units issued (in shares)	10.00
Initial Public Offering [Member] \| CIK 0001846136 Riverview Acquisition Corp \| Public Shares [Member]
Initial Public Offering [Abstract]
Units issued (in shares)	25,000,000
Share price (in dollars per share)	$ 10.00
Exercise price of warrant (in dollars per share)	$ 11.50
Initial Public Offering [Member] \| CIK 0001846136 Riverview Acquisition Corp \| Public Warrants [Member]
Initial Public Offering [Abstract]
Number of securities called by each unit (in shares)	0.50
Exercise price of warrant (in dollars per share)	$ 11.50
Initial Public Offering [Member] \| CIK 0001846136 Riverview Acquisition Corp \| Common Class A [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
Initial Public Offering [Member] \| CIK 0001846136 Riverview Acquisition Corp \| Anchor Investors [Member] \| Public Shares [Member]
Initial Public Offering [Abstract]
Units issued (in shares)	2,490,000
Share price (in dollars per share)	$ 10.00

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT) (Parenthetical) $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($) $ / shares
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT)
Net issuance cost, taxes \| $	$ 3,178
Common equivalent preferred dividends ($0.02 per unit) \| $ / shares	$ 0.02

Leases - Schedule of future minimum lease payments under non-cancellable operating leases (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Mar. 31, 2023	Dec. 31, 2022
Leases
Remainder of 2023			$ 3,212
2024			4,382	$ 3,713
2025			3,277	3,264
2026			2,609	2,130
2027			2,589	1,435
2028				1,385
Thereafter				1,740
Thereafter			4,239
Total future minimum lease payments			20,308	13,667
Less: imputed interest			(3,849)	(2,411)
Present value of minimum lease payments			$ 16,459	$ 11,256
Rent expense	$ 4,400	$ 5,700

Subsequent Events (Details) - USD ($)					3 Months Ended		12 Months Ended
Subsequent Events (Details) - USD ($)	Mar. 21, 2023	Feb. 28, 2023	Feb. 14, 2023	Aug. 29, 2022	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Subsequent Events
Proceeds from debt					$ 106,706,000	$ 56,118,000	$ 328,539,000	$ 119,740,000	$ 352,968,000
Common units : Par Value (in dollars per unit)					$ 0.01		$ 0.01	$ 0.00
Variable rate (as a percent)				0.10%
New short-term trade finance facility
Subsequent Events
Aggregate principal amount	$ 70,000,000
Debt term	1 year
Variable rate (as a percent)	4.00%
New short-term trade finance facility \| Federal Funds Rate
Subsequent Events
Variable rate (as a percent)	1.00%
New short-term trade finance facility \| SOFR one-month
Subsequent Events
Variable rate (as a percent)	1.00%
Bixby Roasting Co.
Subsequent Events
Shares of common stock issued by Company		39,778
Cash consideration.		$ 2,200,000
Subsequent Event \| Delayed Draw Term Loan Facility
Subsequent Events
Proceeds from debt			$ 0
Subsequent Event \| Delayed Draw Term Loan Facility \| Credit Agreement
Subsequent Events
Aggregate principal amount			$ 50,000,000.0
Subsequent Event \| New short-term trade finance facility
Subsequent Events
Aggregate principal amount	$ 70,000,000
Debt term	1 year
Subsequent Event \| New short-term trade finance facility \| SOFR
Subsequent Events
Variable rate (as a percent)	4.00%
Subsequent Event \| New short-term trade finance facility \| Federal Funds Rate
Subsequent Events
Variable rate (as a percent)	0.50%
Subsequent Event \| New short-term trade finance facility \| SOFR one-month
Subsequent Events
Variable rate (as a percent)	1.00%
Subsequent Event \| Bixby Roasting Co.
Subsequent Events
Shares of common stock issued by Company		39,778
Common units : Par Value (in dollars per unit)		$ 0.01
Cash consideration.		$ 2,200,000

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

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

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

Leases - Schedule of amount of right-of-use lease assets and lease liabilities (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Right-of-use lease assets and lease liabilities
Right-of-use operating lease assets	$ 16,115	$ 11,090
Operating lease liabilities - current	$ 3,206	$ 2,832
Operating lease liabilities - current, Balance sheet location	Accrued expenses and other current liabilities	Accrued expenses and other current liabilities
Operating lease liabilities - noncurrent	$ 13,253	$ 8,424
Operating lease liabilities - noncurrent, Balance sheet location	Other long-term liabilities	Other long-term liabilities

Revenue (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

Revenue

Schedule of disaggregation of revenues by product type and geographic area


	Three Months Ended March 31,
(Thousands)	2023		2022
Coffee & tea	$	146,349	$	121,682
Flavors, extracts & ingredients		33,862		25,666
Other		998		1,014
Green coffee		24,233		38,066
Net sales	$	205,442	$	186,428


	Three Months Ended March 31,
(Thousands)	2023		2022
United States	$	185,561	$	153,016
All other countries		19,881		33,412
Net sales	$	205,442	$	186,428


	Year Ended December 31,
(Thousands)	2022		2021		2020
Coffee & tea	$	569,464	$	445,466	$	344,919
Flavors, extracts & ingredients		112,155		98,850		72,460
Other		3,684		6,697		7,527
Green coffee		182,569		147,131		125,940
Net sales	$	867,872	$	698,144	$	550,846


	Year Ended December 31,
(Thousands)	2022		2021		2020
United States	$	719,437	$	583,011	$	445,210
All other countries		148,435		115,133		105,636
Net sales	$	867,872	$	698,144	$	550,846

Fair Value Measurements - Other Information (Details) - USD ($) $ / shares in Units, $ in Thousands	Mar. 31, 2023	Dec. 31, 2022	Aug. 26, 2022	Dec. 31, 2021
Fair Value Measurements
Assets	$ 47,708	$ 54,981		$ 61,610
Liabilities	53,286	63,113		14,021
Warrant exercise price (in dollars per share)			$ 11.50
Green coffee associated with forward contracts
Fair Value Measurements
Assets	34,318	39,928		47,845
Forward sales contracts
Fair Value Measurements
Assets		15,053		13,593
Coffee futures contracts
Fair Value Measurements
Assets				172
Liabilities	302	3,334
Forward purchase contracts
Fair Value Measurements
Liabilities		4,258		14,021
Forward purchase and sales contracts
Fair Value Measurements
Assets	13,390	15,053
Liabilities	3,504	4,258
Westrock Public Warrants
Fair Value Measurements
Liabilities	$ 28,538	$ 27,179
Warrant exercise price (in dollars per share)	$ 2.43	$ 2.27
Westrock Private Warrants
Fair Value Measurements
Liabilities	$ 20,942	$ 28,342
Warrant exercise price (in dollars per share)	$ 2.83	$ 3.83
Level 1
Fair Value Measurements
Assets				172
Liabilities	$ 28,840	$ 30,513
Level 1 \| Coffee futures contracts
Fair Value Measurements
Assets				172
Liabilities	302	3,334
Level 1 \| Westrock Public Warrants
Fair Value Measurements
Liabilities	28,538	27,179
Level 2
Fair Value Measurements
Assets	47,708	54,981		61,438
Liabilities	3,504	4,258		14,021
Level 2 \| Green coffee associated with forward contracts
Fair Value Measurements
Assets	34,318	39,928		47,845
Level 2 \| Forward sales contracts
Fair Value Measurements
Assets		15,053		13,593
Level 2 \| Forward purchase contracts
Fair Value Measurements
Liabilities		4,258		$ 14,021
Level 2 \| Forward purchase and sales contracts
Fair Value Measurements
Assets	13,390	15,053
Liabilities	3,504	4,258
Level 3
Fair Value Measurements
Liabilities	20,942	28,342
Level 3 \| Westrock Private Warrants
Fair Value Measurements
Liabilities	$ 20,942	$ 28,342

RELATED PARTY TRANSACTIONS, Founder Shares (Details) - USD ($)					5 Months Ended	6 Months Ended	11 Months Ended	12 Months Ended
	Aug. 26, 2022	Sep. 24, 2021	Apr. 07, 2021	Feb. 18, 2021	Jun. 30, 2021	Jun. 30, 2022	Dec. 31, 2021	Dec. 31, 2022	Dec. 31, 2021	Mar. 31, 2023	Apr. 04, 2022	Aug. 10, 2021
Founder Shares [Abstract]
Proceeds from Issuance of Common Stock								$ 255,737,000
Common Stock, Shares, Outstanding							34,523,000	75,020,000	34,523,000	75,628,000
Offering cost charged to shareholder deficit	$ 24,000,000.0
CIK 0001846136 Riverview Acquisition Corp
Founder Shares [Abstract]
Proceeds from Issuance of Common Stock					$ 25,000	$ 0	$ 25,000
Share price (in dollars per share)						$ 9.20
Common Class A [Member] \| CIK 0001846136 Riverview Acquisition Corp
Founder Shares [Abstract]
Common Stock, Shares, Outstanding						0	0		0
Share price (in dollars per share)											$ 10.00
Common Class B [Member] \| CIK 0001846136 Riverview Acquisition Corp
Founder Shares [Abstract]
Common Stock, Shares, Outstanding						6,250,000	6,250,000		6,250,000
Common stock, shares forfeited (in shares)									937,500
Initial Public Offering [Member] \| CIK 0001846136 Riverview Acquisition Corp
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] \| Common Class A [Member] \| CIK 0001846136 Riverview Acquisition Corp
Founder Shares [Abstract]
Offering costs							$ 13,084,631		$ 13,084,631
Over-Allotment Option [Member] \| CIK 0001846136 Riverview Acquisition Corp
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] \| CIK 0001846136 Riverview Acquisition Corp
Founder Shares [Abstract]
Common stock dividends (in shares)			1,437,500
Common Stock, Shares, Outstanding			7,187,500			7,187,500
Holding period for transfer, assignment or sale of Founder Shares						1 year	1 year
Sponsor [Member] \| Common Class A [Member] \| CIK 0001846136 Riverview Acquisition Corp
Founder Shares [Abstract]
Threshold trading days						20 days	20 days
Threshold consecutive trading days						30 days	30 days
Sponsor [Member] \| Common Class A [Member] \| Minimum \| CIK 0001846136 Riverview Acquisition Corp
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] \| Common Class B [Member] \| CIK 0001846136 Riverview Acquisition Corp
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] \| Common Class B [Member] \| Maximum \| CIK 0001846136 Riverview Acquisition Corp
Founder Shares [Abstract]
Number of shares subject to forfeiture (in shares)			937,500			937,500
Sponsor [Member] \| Initial Public Offering [Member] \| CIK 0001846136 Riverview Acquisition Corp
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 \| CIK 0001846136 Riverview Acquisition Corp
Founder Shares [Abstract]
Stock Issued During Period, Shares, New Issues						125,000
Sponsor [Member] \| Over-Allotment Option [Member] \| CIK 0001846136 Riverview Acquisition Corp
Founder Shares [Abstract]
Common Stock, Shares, Outstanding		6,250,000
Common stock, shares forfeited (in shares)		937,500

PRIVATE PLACEMENT (Details) - USD ($)		11 Months Ended
PRIVATE PLACEMENT (Details) - USD ($)	Aug. 10, 2021	Dec. 31, 2021	Aug. 26, 2022
Private Placement [Abstract]
Number of securities called by each warrant (in shares)			1
Exercise price of warrant (in dollars per share)			$ 11.50
CIK 0001846136 Riverview Acquisition Corp
Private Placement [Abstract]
Cash paid in excess of fair vlaue of private placement warrants charged to additional paid-in captial		$ 518,000
Private Placement [Member] \| CIK 0001846136 Riverview Acquisition Corp \| 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 vlaue of private placement warrants charged to stockholders equity	6,882,000
Cash paid in excess of fair vlaue of private placement warrants charged to additional paid-in captial	$ 518,000
Private Placement [Member] \| CIK 0001846136 Riverview Acquisition Corp \| Private Placement Warrants [Member] \| Common Class A [Member]
Private Placement [Abstract]
Number of securities called by each warrant (in shares)	1
Exercise price of warrant (in dollars per share)	$ 11.50

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Income Taxes (Details) - USD ($)	Dec. 31, 2022	Jun. 30, 2022	Dec. 31, 2021
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

Goodwill

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

Goodwill.

De-SPAC Merger Transaction

Note 9. Goodwill

The following table reflects the carrying amount of goodwill as of March 31, 2023 and December 31, 2022:


	Beverage
(Thousands)	Solutions		Total
Balance at December 31, 2022
Goodwill	$	190,882	$	190,882
Accumulated impairment loss		(76,883)		(76,883)
		113,999		113,999
Changes during the period:
Acquisitions		1,948		1,948
Measurement period adjustments		143		143

Balance at March 31, 2023
Goodwill		192,973		192,973
Accumulated impairment loss		(76,883)		(76,883)
	$	116,090	$	116,090

Note 10. Goodwill

Changes in the carrying amount of goodwill occurring during the years ended December 31, 2022 and 2021 were as follows:


	Beverage
(Thousands)	Solutions		Total
Balance at December 31, 2019
Goodwill	$	14,616	$	14,616
Changes during the period:
Acquisitions		159,320		159,320
Impairments		(76,883)		(76,883)
		97,053		97,053
Balance at December 31, 2020
Goodwill	$	173,936	$	173,936
Accumulated impairment loss		(76,883)		(76,883)
		97,053		97,053
Balance at December 31, 2021
Goodwill	$	173,936	$	173,936
Accumulated impairment loss		(76,883)		(76,883)
		97,053		97,053
Changes during the period:
Acquisitions		16,946		16,946
		16,946		16,946
Balance at December 31, 2022
Goodwill	$	190,882	$	190,882
Accumulated impairment loss		(76,883)		(76,883)
	$	113,999	$	113,999

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) shares in Thousands	Mar. 31, 2023	Dec. 31, 2022	Mar. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Allowance for credit loss	$ 2,516,000	$ 3,023,000	$ 3,011,000	$ 3,749,000	$ 3,977,000
Preferred Stock, Par Value	$ 0.01	$ 0.01		$ 0.01
Preferred Stock, Authorized (in shares)	26,000	26,000		26,000
Preferred Stock, Shares Issued (in shares)	0	0		0
Preferred Stock, Shares outstanding (in shares)	0	0		0
Common stock, Par Value (in dollars per share)	$ 0.01	$ 0.01		$ 0.00
Common stock, Shares Authorized (In shares)	300,000	300,000		39,389
Common stock, Shares Issued (In shares)	75,628	75,020		34,523
Common stock, Shares Outstanding (In shares)	75,628	75,020		34,523
Series A Redeemable Common Equivalent Preferred Units
Redeemable Common Preferred Shares, Par Value (in dollars per share)		$ 0.00		$ 0.00
Redeemable Common Preferred Shares, Authorized (in shares)		222,150		222,150
Redeemable Common Preferred Shares, Issued (in shares)		0		222,150
Redeemable Common Preferred Shares, Outstanding (in shares)		0		222,150
Series B Redeemable Common Equivalent Preferred Units
Redeemable Common Preferred Shares, Par Value (in dollars per share)		$ 0.00		$ 0.00
Redeemable Common Preferred Shares, Authorized (in shares)		17,000		17,000
Redeemable Common Preferred Shares, Issued (in shares)		0		17,000
Redeemable Common Preferred Shares, Outstanding (in shares)		0		17,000
Series A Redeemable Common Equivalent Preferred Shares [Member]
Redeemable Common Preferred Shares, Par Value (in dollars per share)	$ 0.01	$ 0.01		$ 0.01
Redeemable Common Preferred Shares, Authorized (in shares)	24,000	24,000		24,000
Redeemable Common Preferred Shares, Issued (in shares)	23,566	23,588		23,588
Redeemable Common Preferred Shares, Outstanding (in shares)	23,566	23,588		23,588
Temporary Equity, Liquidation Preference	$ 11.50	$ 11.50		$ 11.50

Revenue - Disaggregated Revenue (Details) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Revenue
Revenues	$ 205,442	$ 186,428	$ 867,872	$ 698,144	$ 550,846
Purchase obligations	278,400		184,200
Sustainable, Sourcing and Traceability
Revenue
Purchase obligations	10,200
United States
Revenue
Revenues	185,561	153,016	719,437	583,011	445,210
All other countries
Revenue
Revenues	19,881	33,412	148,435	115,133	105,636
Product
Revenue
Revenues			867,872	698,144	550,846
Coffee & tea
Revenue
Revenues	146,349	121,682	569,464	445,466	344,919
Flavors, extracts & ingredients
Revenue
Revenues	33,862	25,666	112,155	98,850	72,460
Other
Revenue
Revenues	998	1,014	3,684	6,697	7,527
Green coffee
Revenue
Revenues	$ 24,233	$ 38,066	$ 182,569	$ 147,131	$ 125,940

Intangible Assets, Net - Other (Details) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Intangible Assets, Net
Cost	$ 150,395		$ 150,277	$ 138,478
Accumulated Amortization	(21,403)		(19,391)	(12,564)
Net	128,992		130,886	125,914
Amortization expenses	$ 2,000	$ 1,700	$ 6,800	6,700	$ 5,600
Useful life	20 years		20 years
Customer relationships
Intangible Assets, Net
Cost	$ 148,728		$ 148,648	137,500
Accumulated Amortization	(20,705)		(18,778)	(12,091)
Net	128,023		129,870	125,409
Favorable lease assets
Intangible Assets, Net
Cost	710		710	220
Accumulated Amortization	(210)		(140)	(79)
Net	500		570	141
Software
Intangible Assets, Net
Cost	957		919	758
Accumulated Amortization	(488)		(473)	(394)
Net	$ 469		$ 446	$ 364

De-SPAC Merger Transaction

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

De-SPAC Merger Transaction

Note 4. De-SPAC Merger Transaction

Common Stock Warrants

Note 4. De-SPAC Merger Transaction

Substantially concurrently with the Closing, the Company received $205.9 million in cash proceeds (which amount excludes contribution to the Company of certain related party notes as described in Note 12) from common stock PIPE investments (the “PIPE Financing”), issued 20,590,000 Common Shares to the PIPE investors (which share amount excludes the conversion of the related party notes as described in Note 12), and entered into a credit agreement that includes (a) a senior secured first lien revolving credit facility in an initial aggregate principal amount of $175.0 million and (b) a senior secured first lien term loan facility in an initial aggregate principal amount of $175.0 million. See Note 12 for additional disclosures regarding the new credit agreement.

The Company and Riverview incurred $24.0 million and $17.1 million, respectively, of expenses related to the Transaction. These expenses consist of underwriting fees, professional services (legal, accounting, advisory, etc.) and other direct expenses associated with the Transaction. Costs incurred by Westrock were initially capitalized as incurred in the other assets on the Consolidated Balance Sheets. As a result of the transaction, $24.0 million of transaction costs incurred by the Company related to the issuance of shares were recognized in additional paid-in capital as a reduction of proceeds. The $17.1 million of expenses incurred by Riverview were either paid by Riverview prior to Closing or netted against proceeds received by the Company at Closing. There were no deferred transaction costs recorded in the Consolidated Balance Sheets as of December 31, 2022.

Common Stock Warrants

The Company assumed 12,500,000 publicly-traded Riverview Warrants (“Public Warrants”) and 7,400,000 private placement Riverview Warrants (“Private Warrants”), which were originally issued by Riverview in connection with its initial public offering and, as a result of the assumption by the Company, became Westrock Warrants. The Public Warrants assumed by Westrock are referred to as the “Westrock Public Warrants” and the Private Warrants assumed by Westrock are referred to as the “Westrock Private Warrants”. The Westrock Warrants are included in warrant liabilities on the Company’s Consolidated Balance Sheet. The Westrock Warrants entitle the holder to purchase one share of Common Share at an exercise price of $11.50 per share.

Income Taxes - Valuation Allowance (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Income Taxes
Beginning balance	$ 1,145	$ 513
Additions	7,319	632
Ending Balance	$ 8,464	$ 1,145

WARRANT LIABILITIES (Details) - $ / shares	6 Months Ended	11 Months Ended
WARRANT LIABILITIES (Details) - $ / shares	Jun. 30, 2022	Dec. 31, 2021	Aug. 26, 2022	Apr. 04, 2022
Private Placement Warrants [Member]
Warrants [Abstract]
Class of Warrant or Right, Outstanding			7,400,000
CIK 0001846136 Riverview Acquisition Corp
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
Warrants and Rights Outstanding, Term	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
CIK 0001846136 Riverview Acquisition Corp \| Public Warrants [Member]
Warrants [Abstract]
Class of Warrant or Right, Outstanding	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%
CIK 0001846136 Riverview Acquisition Corp \| Private Placement Warrants [Member]
Warrants [Abstract]
Class of Warrant or Right, Outstanding	7,400,000	7,400,000
Warrants and Rights Outstanding, Term	5 years	5 years
CIK 0001846136 Riverview Acquisition Corp \| Common Class A [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
CIK 0001846136 Riverview Acquisition Corp \| Common Class A [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] \| CIK 0001846136 Riverview Acquisition Corp
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] \| CIK 0001846136 Riverview Acquisition Corp \| 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] \| CIK 0001846136 Riverview Acquisition Corp \| Common Class A [Member] \| Maximum
Warrants [Abstract]
Share price (in dollars per share)	$ 9.20	$ 9.20

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) Financing Activities [Abstract]
Cash and cash equivalents and restricted cash at beginning of period		$ 22,870,000
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]
Fair Value Adjustment of Warrants	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 de-SPAC merger and PIPE financing	25,000	0
Proceeds from promissory note - related party	117,491	0
Payment of common equity issuance 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

Inventories

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

Note 7. Inventories

The following table summarizes inventories as of March 31, 2023 and December 31, 2022:


(Thousands)	March 31, 2023		December 31, 2022
Raw materials	$	67,388	$	66,925
Finished goods		27,851		21,232
Green coffee		47,337		57,679
Total inventories	$	142,576	$	145,836

Green coffee inventories represent green coffee held for resale. At March 31, 2023 and December 31, 2022, all green coffee held for resale was included within our Sustainable Sourcing & Traceability segment.

Note 7. Inventories

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


(Thousands)	December 31, 2022		December 31, 2021
Raw materials	$	66,925	$	45,079
Finished goods		21,232		14,895
Green coffee		57,679		49,192
Total inventories	$	145,836	$	109,166

Green coffee inventories represents green coffee held for resale. At December 31, 2022 and 2021, all green coffee held for resale was included within our Sustainable Sourcing & Traceability segment.

Earnings per Share (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

Schedule of potentially dilutive securities that were excluded from the computation of dilutive shares


	Three Months Ended March 31,
(Thousands)	2023		2022
Warrants		—		—
Restricted stock		2,210		475
Options		1,517		1,711
If-converted securities		23,583		25,092


	Year Ended December 31,
(Thousands)	2022		2021		2020
Warrants		19,373		—		—
Restricted stock		1,602		950		1,425
Options		3,217		3,200		2,531
If-converted securities		23,588		25,092		23,308

Schedule of basic and diluted earning per share


	Three Months Ended March 31,
(Thousands, except per share data)	2023		2022
Basic Earnings per Common Share
Numerator:
Net loss attributable to common shareholders	$	(4,770)	$	(11,613)
Denominator:
Weighted-average common shares outstanding — basic		75,358		34,641
Basic loss per common share	$	(0.06)	$	(0.34)

Diluted Earnings per Common Share
Numerator:
Net loss attributable to common shareholders — basic	$	(4,770)	$	(11,613)
Effect of non-participating securities		(5,529)		—
Net loss attributable to common shareholders — diluted	$	(10,299)	$	(11,613)
Denominator:
Weighted-average common shares outstanding — basic		75,358		34,641
Impact of if-converted securities		—		—
Effect of other dilutive securities		1,335		—
Weighted-average common shares outstanding — diluted		76,693		34,641

Dilutive loss per common share	$	(0.13)	$	(0.34)


	Year Ended December 31,
(Thousands, except per share data)	2022		2021		2020
Diluted Earnings per Common Share
Numerator:
Net loss attributable to common shareholders — basic	$	(77,633)	$	(46,155)	$	(147,684)
Effect of non-participating securities		—		—		—
Net loss attributable to common shareholders — diluted	$	(77,633)	$	(46,155)	$	(147,684)
Denominator:
Weighted-average common shares outstanding — basic		48,444		34,472		34,202
Impact of if-converted securities		—		—		—
Effect of other dilutive securities		—		—		—
Weighted-average common shares outstanding — diluted		48,444		34,472		34,202

Dilutive loss per common share	$	(1.60)	$	(1.34)	$	(4.32)

FAIR VALUE MEASUREMENTS

3 Months Ended

6 Months Ended

11 Months Ended

12 Months Ended

Mar. 31, 2023

Jun. 30, 2022

Dec. 31, 2021

Dec. 31, 2022

FAIR VALUE MEASUREMENTS

Note 15. 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 March 31, 2023:


	March 31, 2023
(Thousands)	Level 1		Level 2		Level 3		Total
Assets:
Green coffee associated with forward contracts	$	—	$	34,318	$	—	$	34,318
Forward purchase and sales contracts		—		13,390		—		13,390
Total	$	—	$	47,708	$	—	$	47,708

Liabilities:
Coffee futures contracts	$	302	$	—	$	—	$	302
Forward purchase and sales contracts		—		3,504		—		3,504
Westrock Public Warrants		28,538		—		—		28,538
Westrock Private Warrants		—		—		20,942		20,942
Total	$	28,840	$	3,504	$	20,942	$	53,286

The following table presents the change in fair value of Level 3 Westrock Private Warrant liabilities:


(Thousands)	Westrock Private Warrants
Fair value as of December 31, 2022	$	28,342
Change in fair value		(7,400)
Fair value as of March 31, 2023	$	20,942

The following table summarizes the fair value of financial instruments at December 31, 2022:


	December 31, 2022
(Thousands)	Level 1		Level 2		Level 3		Total
Assets:
Green coffee associated with forward contracts	$	—	$	39,928	$	—	$	39,928
Forward purchase and sales contracts		—		15,053		—		15,053
Total	$	—	$	54,981	$	—	$	54,981

Liabilities:
Coffee futures contracts	$	3,334	$	—	$	—	$	3,334
Forward purchase and sales contracts		—		4,258		—		4,258
Westrock Public Warrants		27,179		—		—		27,179
Westrock Private Warrants		—		—		28,342		28,342
Total	$	30,513	$	4,258	$	28,342	$	63,113

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.


	March 31, 2023			December 31, 2022
Stock price	$	12.24		$	13.36
Exercise price		11.50			11.50
Expected term (years)		5.00			5.00
Expected volatility		19.30	%		7.74	%
Risk-free rate of return		3.64	%		3.99	%
Dividend yield		0.00	%		0.00	%

Note 15. 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, 2022:


	December 31, 2022
(Thousands)	Level 1		Level 2		Level 3		Total
Assets:
Green coffee associated with forward contracts	$	—	$	39,928	$	—	$	39,928
Forward purchase and sales contracts		—		15,053		—		15,053
Total	$	—	$	54,981	$	—	$	54,981

Liabilities:
Coffee futures contracts	$	3,334	$	—	$	—	$	3,334
Forward purchase and sales contracts		—		4,258		—		4,258
Westrock Public Warrants		27,179		—		—		27,179
Westrock Private Warrants		—		—		28,342		28,342
Total	$	30,513	$	4,258	$	28,342	$	63,113

The following table presents the change in the fair value of Level 3 Westrock Private Warrants liabilities:


	Westrock
(Thousands)	Private Warrants
Fair value as of January 1, 2022	$	—
Assumption of warrants		11,618
Change in fair value		16,724
Fair value as of December 31, 2022	$	28,342

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


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

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

	December 31, 2022
Stock price	$	13.36
Exercise price		11.50
Expected term (years)		5.00
Expected volatility		7.74	%
Risk-free rate of return		3.99	%
Dividend yield		0.00	%

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

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

Organization and Description of Business

COMMITMENTS AND CONTINGENCIES	3 Months Ended	6 Months Ended	11 Months Ended	12 Months Ended
COMMITMENTS AND CONTINGENCIES	Mar. 31, 2023	Jun. 30, 2022	Dec. 31, 2021	Dec. 31, 2022
COMMITMENTS AND CONTINGENCIES	Note 20. Commitments and Contingencies We are subject to various claims and legal proceedings with respect to matters such as governmental regulations, and other actions arising out of the normal course of business. Management believes that the resolution of these matters will not have a material adverse effect on our financial position, results of operations, or cash flow. We have future purchase obligations of $278.4 million as of March 31, 2023 that consist of commitments for the purchase of inventory over the next 12 months. These obligations represent the minimum contractual obligations expected under the normal course of business. In addition, at March 31, 2023, we had an obligation to repurchase $10.2 million of inventory associated with repurchase agreements in which the Company’s Sustainable Sourcing & Traceability segment has sold inventory to a third party and from whom the Company’s Beverage Solutions segment has an obligation to repurchase. The liability for these obligations is recorded within accrued expenses and other current liabilities on the Company’s Condensed Consolidated Balance Sheet.			Note 21. Commitments and Contingencies We are subject to various claims and legal proceedings with respect to matters such as governmental regulations, and other actions arising out of the normal course of business. Management believes that the resolution of these matters will not have a material adverse effect on our financial position, results of operations, or cash flow. We have future purchase obligations of $184.2 million as of December 31, 2022 that consist of commitments for the purchase of inventory over the next 12 months. These obligations represent the minimum contractual obligations expected under the normal course of business. In addition, at December 31, 2022 we had an obligation to repurchase $14.6 million of inventory associated with repurchase agreements in which the Company’s Sustainable Sourcing & Traceability segment has sold inventory to a third party and from whom the Company’s Beverage Solutions segment has an obligation to repurchase. The liability for these obligations is recorded within accrued expenses and other current liabilities on the Company’s Consolidated Balance Sheet.
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.

CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares	12 Months Ended
CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 31, 2021	Mar. 31, 2023	Dec. 31, 2022	Jun. 30, 2022
Stockholders' Deficit
Preferred Stock, Par or Stated Value Per Share	$ 0.01	$ 0.01	$ 0.01
Preferred Stock, Shares Authorized	26,000,000	26,000,000	26,000,000
Preferred Stock, Shares Issued	0	0	0
Preferred Stock, Shares Outstanding	0	0	0
Common Stock, Shares Authorized	39,389,000	300,000,000	300,000,000
Common Stock, Shares, Issued	34,523,000	75,628,000	75,020,000
Common Stock, Shares, Outstanding	34,523,000	75,628,000	75,020,000
CIK 0001846136 Riverview Acquisition Corp
Stockholders' Deficit
Preferred Stock, Par or Stated Value Per Share	$ 0.001			$ 0.001
Preferred Stock, Shares Authorized	1,000,000			1,000,000
Preferred Stock, Shares Issued	0			0
Preferred Stock, Shares Outstanding	0			0
Common Class A [Member] \| CIK 0001846136 Riverview Acquisition Corp
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	85,000,000			85,000,000
Common Stock, Shares, Issued	0			0
Common Stock, Shares, Outstanding	0			0
Common Class B [Member] \| CIK 0001846136 Riverview Acquisition Corp
Stockholders' Deficit
Common Stock, Par or Stated Value Per Share	$ 0.001			$ 0.001
Common Stock, Shares Authorized	15,000,000			15,000,000
Common Stock, Shares, Issued	6,250,000			6,250,000
Common Stock, Shares, Outstanding	6,250,000			6,250,000
Common stock, shares forfeited (in shares)	937,500

Organization and Description of Business

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

Organization and Description of Business

Note 1. Organization and Description of Business

Westrock Coffee Company, a Delaware corporation (the “Company,” “Westrock,” “we,” “us,” or “our”), is a leading integrated coffee, tea, flavors, extracts, and ingredients solutions provider in the United States, providing coffee sourcing, supply chain management, product development, roasting, packaging, and distribution services to the retail, food service and restaurant, convenience store and travel center, non-commercial account, consumer packaged goods (“CPG”), and hospitality industries around the world. We manage our business in two operating segments.

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

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

On August 26, 2022 (the “Closing Date”), pursuant to the terms of the Transaction Agreement, dated April 4, 2022, by and among the Company, Riverview Acquisition Corp., a special purpose acquisition vehicle and a Delaware corporation (“Riverview”), Origin Merger Sub I, Inc. (“Merger Sub I”), and Origin Merger Sub II, LLC (“Merger Sub II”) (as amended, modified or supplemented, the “Transaction Agreement”), the Company completed its de-SPAC merger transaction with Riverview (the “Transaction”). In connection with the closing of the Transaction (the “Closing”), the Company converted from a Delaware limited liability company to a Delaware corporation (the “Conversion”) and changed its corporate name from “Westrock Coffee Holdings, LLC” (the “Converting Company”) to “Westrock Coffee Company.” Pursuant to the Transaction Agreement, Merger Sub I merged with and into Riverview, with Riverview surviving the merger as a direct wholly owned subsidiary of Westrock (such merger, the “SPAC Merger”) and immediately following the consummation of the SPAC Merger, Riverview merged with and into Merger Sub II, with Merger Sub II surviving the merger as a direct wholly owned subsidiary of Westrock (the “LLC Merger”, and together with the SPAC Merger, the “Mergers”). See Note 4 for additional disclosures related to the Transaction.

Note 1. Organization and Description of Business

Westrock Coffee Company, a Delaware corporation (the “Company,” “Westrock,” “we,” “us,” or “our”), is a leading integrated coffee, tea, flavors, extracts, and ingredients solutions provider in the United States, providing coffee sourcing, supply chain management, product development, roasting, packaging, and distribution services to the retail, food service and restaurant, convenience store and travel center, noncommercial account, CPG, and hospitality industries around the world. We manage our business in two operating segments.

The Company operates eight manufacturing facilities, three of which are located in Concord, North Carolina, two in North Little Rock, Arkansas, one in Richmond, California, one in Kigali, Rwanda, and one in Johor Bahru, Malaysia. The Company is currently completing the build out of its Conway, Arkansas facility, which is expected to begin commercial production in 2024.

On August 26, 2022, pursuant to the terms of the Transaction Agreement, dated April 4, 2022, by and among the Company, Riverview Acquisition Corp., a special purpose acquisition vehicle and a Delaware corporation (“Riverview”), Origin Merger Sub I, Inc. (“Merger Sub I”), and Origin Merger Sub II, LLC (“Merger Sub II”) (as amended, modified or supplemented, the “Transaction Agreement”), the Company completed its de-SPAC merger transaction with Riverview (the “Transaction”). In connection with the closing of the Transaction (the “Closing”), the Company converted from a Delaware limited liability company to a Delaware corporation (the “Conversion”) and changed its corporate name from “Westrock Coffee Holdings, LLC” (the “Converting Company”) to “Westrock Coffee Company.” Pursuant to the Transaction Agreement, Merger Sub I merged with and into Riverview, with Riverview surviving the merger as a direct wholly owned subsidiary of Westrock (such merger, the “SPAC Merger”) and immediately following the consummation of the SPAC Merger, Riverview merged with and into Merger Sub II, with Merger Sub II surviving the merger as a direct wholly owned subsidiary of Westrock (the “LLC Merger”, and together with the SPAC Merger, the “Mergers”). See Note 4 for additional disclosures related to the Transaction.

Revenue - Revenue from Forward Contracts (Details) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Derivatives
Repurchase agreement liability	$ 10,200		$ 14,600
Net unrealized gains (losses)	2,240	$ (4,860)	(18,114)	$ 8,178	$ 3,581
Forward sales contracts
Derivatives
Net unrealized gains (losses)	1,000	(6,900)	8,800	(4,800)	2,200
Revenue	$ 24,400	$ 38,100	$ 181,700	$ 145,600	$ 123,800

Net loss attributable to common unitholders - basic

Commitments and Contingencies (Details) - USD ($) $ in Millions	Mar. 31, 2023	Dec. 31, 2022
Commitments and Contingencies.
Purchase obligations	$ 278.4	$ 184.2
Repurchase agreement liability	$ 10.2	$ 14.6

Earnings per Shares (Details) - USD ($)
$ / shares in Units, shares in Thousands, $ in Thousands

3 Months Ended

12 Months Ended

Mar. 31, 2023

Mar. 31, 2022

Dec. 31, 2022

Dec. 31, 2021

Dec. 31, 2020

Numerator:

$ (4,770)

$ (11,613)

$ (77,633)

$ (46,155)

$ (147,684)

Net loss attributable to common shareholders - diluted

$ (10,299)

$ (11,613)

$ (77,633)

$ (46,155)

$ (147,684)

Denominator:

Weighted-average common units outstanding - diluted

75,358

^[1]

34,641

^[1]

48,444

^[2]

34,472

^[2]

34,202

^[2]

76,693

^[1]

34,641

^[1]

48,444

^[2]

34,472

^[2]

34,202

^[2]

Dilutive loss per common share

$ (0.13)

^[1]

$ (0.34)

^[1]

$ (1.60)

^[2]

$ (1.34)

^[2]

$ (4.32)

^[2]

Warrants

19,373

Units options

1,517

1,711

3,217

3,200

2,531

Time-based RSUs

2,210

475

1,602

950

1,425

Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]

23,583

25,092

23,588

25,092

23,308

[1]	Retroactively adjusted the three months ended March 31, 2022 for de-SPAC merger transaction as described in Note 4
[2]	Retroactively adjusted for de-SPAC merger transaction as described in Note 4.

Debt - Other (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Debt
Total debt	$ 270,029	$ 219,680	$ 295,219
Unamortized debt costs	(2,602)	(2,769)	(4,910)
Current maturities of long-term debt	(9,287)	(11,504)	(8,735)
Short-term debt	(42,855)	(42,905)	(4,510)
Long-term debt, net	215,285	162,502	277,064
Term loan
Debt
Total debt	170,625	175,000
Term Loan Due in 2025
Debt
Total debt			235,668
Revolving credit facility
Debt
Total debt	55,000
ABL facility
Debt
Total debt			51,890
International trade finance lines
Debt
Total debt	42,855	42,905	4,510
International notes payable
Debt
Total debt	1,528	1,750	3,126
Other loans
Debt
Total debt	$ 21	$ 25	$ 25

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

3 Months Ended

6 Months Ended

11 Months Ended

12 Months Ended

Mar. 31, 2023

Jun. 30, 2022

Dec. 31, 2021

Dec. 31, 2022


	Three Months Ended March 31,
(Thousands, except per share data)	2023		2022
Basic Earnings per Common Share
Numerator:
Net loss attributable to common shareholders	$	(4,770)	$	(11,613)
Denominator:
Weighted-average common shares outstanding — basic		75,358		34,641
Basic loss per common share	$	(0.06)	$	(0.34)

Diluted Earnings per Common Share
Numerator:
Net loss attributable to common shareholders — basic	$	(4,770)	$	(11,613)
Effect of non-participating securities		(5,529)		—
Net loss attributable to common shareholders — diluted	$	(10,299)	$	(11,613)
Denominator:
Weighted-average common shares outstanding — basic		75,358		34,641
Impact of if-converted securities		—		—
Effect of other dilutive securities		1,335		—
Weighted-average common shares outstanding — diluted		76,693		34,641

Dilutive loss per common share	$	(0.13)	$	(0.34)


	Year Ended December 31,
(Thousands, except per share data)	2022		2021		2020
Diluted Earnings per Common Share
Numerator:
Net loss attributable to common shareholders — basic	$	(77,633)	$	(46,155)	$	(147,684)
Effect of non-participating securities		—		—		—
Net loss attributable to common shareholders — diluted	$	(77,633)	$	(46,155)	$	(147,684)
Denominator:
Weighted-average common shares outstanding — basic		48,444		34,472		34,202
Impact of if-converted securities		—		—		—
Effect of other dilutive securities		—		—		—
Weighted-average common shares outstanding — diluted		48,444		34,472		34,202

Dilutive loss per common share	$	(1.60)	$	(1.34)	$	(4.32)

Class A ordinary shares subject to possible redemption


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


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]


												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)	$	—	$	—


	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

Acquisitions - Proforma Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
S&D Acquisition
Business Acquisition
Revenue			$ 647,935
Net loss attributable to common shareholders			$ (138,896)
Kohana Coffee, LLC
Business Acquisition
Revenue	$ 884,228	$ 716,849
Net loss attributable to common shareholders	$ (84,651)	$ (44,353)

Summary of Significant Accounting Policies - Other (Details)			3 Months Ended		12 Months Ended
	Mar. 02, 2023 item	Jan. 01, 2022	Mar. 31, 2023 USD ($)	Mar. 31, 2022 USD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)
Summary of Significant Accounting Policies
Unrealized gain (loss) on derivative instruments			$ 2,240,000	$ (4,860,000)	$ (18,114,000)	$ 8,178,000	$ 3,581,000
Gains/Losses related to changes in fair value of warrant liabilities			(5,529,000)		29,675,000
Practical expedients election		true
Credit period under the supplier finance program	180 days
Number of approved suppliers \| item	1
Contractual Obligation			0
Green coffee associated with forward contracts
Summary of Significant Accounting Policies
Unrealized gain (loss) on derivative instruments			$ 2,300,000	$ (5,800,000)	$ (12,300,000)	$ 8,400,000	$ (2,000,000.0)

Leases

12 Months Ended

Dec. 31, 2022

Leases

Leases

Note 9. Leases

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


(Thousands)	Balance Sheet Location	December 31, 2022
Right-of-use operating lease assets	Other long-term assets	$	11,090
Operating lease liabilities - current	Accrued expenses and other current liabilities		2,832
Operating lease liabilities - noncurrent	Other long-term liabilities		8,424

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


	Year Ended
(Thousands)	December 31, 2022
Operating lease cost	$	907
Short-term lease cost		235
Total	$	1,142

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


	December 31, 2022
Weighted-average discount rate		8.4%
Weighted-average remaining lease term		4.6 years

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


	Year Ended
(Thousands)	December 31, 2022
Operating cash flows from operating leases	$	891

Future minimum lease payments under non-cancellable operating leases as of December 31, 2022 are as follows:


(Thousands)
2023	$	3,713
2024		3,264
2025		2,130
2026		1,435
2027		1,385
Thereafter		1,740
Total future minimum lease payments		13,667
Less: imputed interest		(2,411)
Present value of minimum lease payments	$	11,256

Disclosures related to periods prior to adoption of ASC 842

Rent expense for operating lease agreements under the previous lease guidance was $4.4 million and $5.7 million, for the years ended December 31, 2021 and 2020, respectively.

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


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

Fair Value Measurements - Change in Fair Value (Details) - Level 3 - Westrock Private Warrants - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Fair Value Measurements
Fair value as of beginning	$ 28,342
Assumption of warrants		$ 11,618
Change in fair value	(7,400)	16,724
Fair value as of ending	$ 20,942	$ 28,342

Debt (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

Debt

Summary of long-term debt


(Thousands)	March 31, 2023		December 31, 2022
Term loan facility	$	170,625	$	175,000
Revolving credit facility		55,000		—
International trade finance lines		42,855		42,905
International notes payable		1,528		1,750
Other loans		21		25
Total debt		270,029		219,680
Unamortized debt costs		(2,602)		(2,769)
Current maturities of long-term debt		(9,287)		(11,504)
Short-term debt		(42,855)		(42,905)
Long-term debt, net	$	215,285	$	162,502


(Thousands)	December 31, 2022		December 31, 2021
Term loan facility	$	175,000	$	—
Prior term loan facility		—		235,668
Prior ABL facility		—		51,890
International trade finance lines		42,905		4,510
International notes payable		1,750		3,126
Other loans		25		25
Total debt		219,680		295,219
Unamortized debt costs		(2,769)		(4,910)
Current maturities of long-term debt		(11,504)		(8,735)
Short-term debt		(42,905)		(4,510)
Long-term debt, net	$	162,502	$	277,064

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


(Thousands)
2023	$	11,504
2024		9,367
2025		10,244
2026		14,408
2027		131,252
Thereafter		—
Total	$	176,775

FAIR VALUE MEASUREMENTS, Level 3 Fair Value Measurement (Details)	Mar. 31, 2023 $ / shares	Dec. 31, 2022	Dec. 31, 2022 $ / shares	Dec. 31, 2022 Y	Jun. 30, 2022	Dec. 31, 2021	Aug. 10, 2021
CIK 0001846136 Riverview Acquisition Corp
Fair Value Measurements [Abstract]
Expected term					5 years	5 years
CIK 0001846136 Riverview Acquisition Corp \| Public and Private Warrants [Member]
Fair Value Measurements [Abstract]
Expected term							5 years
CIK 0001846136 Riverview Acquisition Corp \| Private Placement Warrants [Member]
Fair Value Measurements [Abstract]
Expected term					5 years	5 years
Measurement Input, Share Price [Member]
Fair Value Measurements [Abstract]
Measurement input	12.24		13.36
Measurement Input, Share Price [Member] \| CIK 0001846136 Riverview Acquisition Corp \| Public and Private Warrants [Member]
Fair Value Measurements [Abstract]
Measurement input							9.44
Measurement Input, Share Price [Member] \| CIK 0001846136 Riverview Acquisition Corp \| Private Placement Warrants [Member]
Fair Value Measurements [Abstract]
Measurement input					9.93	9.74
Measurement Input, Exercise Price [Member]
Fair Value Measurements [Abstract]
Measurement input	11.50		11.50
Measurement Input, Exercise Price [Member] \| CIK 0001846136 Riverview Acquisition Corp \| Public and Private Warrants [Member]
Fair Value Measurements [Abstract]
Measurement input							11.50
Measurement Input, Exercise Price [Member] \| CIK 0001846136 Riverview Acquisition Corp \| Private Placement Warrants [Member]
Fair Value Measurements [Abstract]
Measurement input					11.50	11.50
Measurement Input, Price Volatility [Member]
Fair Value Measurements [Abstract]
Measurement input	19.30	7.74		0.0774
Measurement Input, Price Volatility [Member] \| CIK 0001846136 Riverview Acquisition Corp \| Public and Private Warrants [Member]
Fair Value Measurements [Abstract]
Measurement input							16.9
Measurement Input, Price Volatility [Member] \| CIK 0001846136 Riverview Acquisition Corp \| Private Placement Warrants [Member]
Fair Value Measurements [Abstract]
Measurement input					13.6	10.7
Measurement Input, Risk Free Interest Rate [Member]
Fair Value Measurements [Abstract]
Measurement input	3.64	0.0399
Measurement Input, Risk Free Interest Rate [Member] \| CIK 0001846136 Riverview Acquisition Corp \| Public and Private Warrants [Member]
Fair Value Measurements [Abstract]
Measurement input							0.87
Measurement Input, Risk Free Interest Rate [Member] \| CIK 0001846136 Riverview Acquisition Corp \| Private Placement Warrants [Member]
Fair Value Measurements [Abstract]
Measurement input					2.98	1.25
Measurement Input, Expected Dividend Rate [Member]
Fair Value Measurements [Abstract]
Measurement input	0.00	0.0000
Measurement Input, Expected Dividend Rate [Member] \| CIK 0001846136 Riverview Acquisition Corp \| Public and Private Warrants [Member]
Fair Value Measurements [Abstract]
Measurement input							0.0
Measurement Input, Expected Dividend Rate [Member] \| CIK 0001846136 Riverview Acquisition Corp \| Private Placement Warrants [Member]
Fair Value Measurements [Abstract]
Measurement input					0.0	0.00

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

COMMITMENTS AND CONTINGENCIES, Registration Rights and Warrant Amendments (Details) - CIK 0001846136 Riverview Acquisition Corp - item	Dec. 31, 2022	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%	65.00%

Leases - Schedule of weighted average discount rate and remaining lease term (Details)	Mar. 31, 2023	Dec. 31, 2022	Mar. 31, 2022
Leases
Weighted-average discount rate	8.00%	8.40%	7.40%
Weighted-average remaining lease term	5 years 3 months 18 days	4 years 7 months 6 days	5 years 6 months

STOCKHOLDERS' EQUITY

6 Months Ended

11 Months Ended

Jun. 30, 2022

Dec. 31, 2021

STOCKHOLDERS' EQUITY

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.

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-URI https://asc.fasb.org/topic&trid=2208762

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 14
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496171-112644

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 14
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496171-112644

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-URI https://asc.fasb.org/extlink&oid=120397183&loc=d3e187085-122770

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496189-112644

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (g)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496189-112644

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (h)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 14
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496171-112644

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496189-112644

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 16
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496180-112644

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (i)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(e)(1))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 40
-Section 50
-Paragraph 6
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126731327&loc=SL126733271-114008

INITIAL PUBLIC OFFERING

6 Months Ended

11 Months Ended

Jun. 30, 2022

Dec. 31, 2021

INITIAL PUBLIC OFFERING

NOTE 3. INITIAL PUBLIC OFFERING

SCHEDULE I - PARENT COMPANY ONLY - CONDENSED BALANCE SHEET (Details) - USD ($)
$ in Thousands

Mar. 31, 2023

Dec. 31, 2022

Mar. 31, 2022

Dec. 31, 2021

Dec. 31, 2020

Dec. 31, 2019

ASSETS

$ 23,688

$ 16,838

$ 11,940

$ 19,344

310,299

298,099

238,006

LIABILITIES, CONVERTIBLE PREFERRED SHARES, REDEEMABLE UNITS, AND SHAREHOLDERS' EQUITY (DEFICIT)

773,301

746,213

645,364

593,020

$ 548,140

Related party receivables

36,899

37,459

26,370

34,199

194,387

216,135

168,240

49,480

55,521

Preferred stock, $0.01 par value, 26,000 shares authorized, no shares issued and outstanding

485,379

459,548

487,147

Shareholders' Equity (Deficit)

^[1]

759

750

^[1]

345

^[1]

345,840

342,664

^[1]

60,628

^[1]

(332,383)

(328,042)

^[1]

(251,725)

^[1]

(3,881)

(6,103)

^[1]

12,018

^[1]

Total Liabilities, Convertible Preferred Shares and Shareholders' Equity

12,810

11,729

^[1]

$ (192,606)

^[2]

(175,998)

^[1],[2]

$ (139,741)

$ (4,362)

773,301

746,213

^[1]

593,020

^[1]

PARENT COMPANY ONLY

ASSETS

Related party receivables

1,020

2,000

1,701

Investment in consolidated subsidiaries

2,077

2,721

Deferred income taxes

1,032

336,753

100,416

LIABILITIES, CONVERTIBLE PREFERRED SHARES, REDEEMABLE UNITS, AND SHAREHOLDERS' EQUITY (DEFICIT)

339,862

103,137

Related party receivables

136

55,521

Preferred stock, $0.01 par value, 26,000 shares authorized, no shares issued and outstanding

55,657

Shareholders' Equity (Deficit)

750

345

342,664

60,628

(328,042)

(251,725)

(6,103)

12,018

Total Liabilities, Convertible Preferred Shares and Shareholders' Equity

9,269

(178,734)

339,862

103,137

Series A Redeemable Common Equivalent Preferred Units

LIABILITIES, CONVERTIBLE PREFERRED SHARES, REDEEMABLE UNITS, AND SHAREHOLDERS' EQUITY (DEFICIT)

Series A Redeemable Common Equivalent Preferred Units | PARENT COMPANY ONLY

264,729

LIABILITIES, CONVERTIBLE PREFERRED SHARES, REDEEMABLE UNITS, AND SHAREHOLDERS' EQUITY (DEFICIT)

Series B Redeemable Common Equivalent Preferred Units

264,729

LIABILITIES, CONVERTIBLE PREFERRED SHARES, REDEEMABLE UNITS, AND SHAREHOLDERS' EQUITY (DEFICIT)

Series B Redeemable Common Equivalent Preferred Units | PARENT COMPANY ONLY

17,142

LIABILITIES, CONVERTIBLE PREFERRED SHARES, REDEEMABLE UNITS, AND SHAREHOLDERS' EQUITY (DEFICIT)

Series A Redeemable Common Equivalent Preferred Shares

17,142

LIABILITIES, CONVERTIBLE PREFERRED SHARES, REDEEMABLE UNITS, AND SHAREHOLDERS' EQUITY (DEFICIT)

Series A Redeemable Common Equivalent Preferred Shares | PARENT COMPANY ONLY

$ 275,112

274,936

LIABILITIES, CONVERTIBLE PREFERRED SHARES, REDEEMABLE UNITS, AND SHAREHOLDERS' EQUITY (DEFICIT)

$ 274,936

[1]	Retroactively adjusted for de-SPAC merger transaction as described in Note 4.
[2]	Retroactively adjusted the three months ended March 31, 2022 for de-SPAC merger transaction as described in Note 4

Income Taxes - Deferred income tax assets and liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Deferred tax assets
Liabilities and reserves	$ 2,300	$ 3,501
Interest limitation	16,256	8,884
Net operating losses	13,483	8,850
Transaction expenses	206	79
Inventories	1,449
Stock compensation	794
Derivatives	552
Operating lease liabilities	2,430
Other	269	711
Total	37,739	22,025
Valuation allowance	(8,464)	(1,145)	$ (513)
Total deferred tax assets, net	29,275	20,880
Deferred tax liabilities
Property, plant and equipment	(13,334)	(10,581)
Intangible assets	(27,358)	(29,221)
Derivatives		(4,451)
Inventories		(2,035)
Right-of-use assets	(2,403)
Other	(535)	(107)
Total	(43,630)	(46,395)
Net deferred tax liability	$ (14,355)	$ (25,515)

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.

SUBSEQUENT EVENTS	3 Months Ended	6 Months Ended	11 Months Ended	12 Months Ended
SUBSEQUENT EVENTS	Mar. 31, 2023	Jun. 30, 2022	Dec. 31, 2021	Dec. 31, 2022
SUBSEQUENT EVENTS	Note 22. Subsequent Events On April 3, 2023, the Company purchased the 15% of Falcon that it did not previously own, resulting in Falcon becoming a wholly-owned subsidiary of the Company. Aggregate consideration paid for the interest totaled $3.2 million and included $2.0 million in cash and 100,000 Common Shares. Due to the Company’s controlling financial interest in Falcon prior to the purchase, the transaction will be accounted for as an equity transaction.			Note 23. Subsequent Events On February 14, 2023, the Company entered into an Incremental Assumption Agreement and Amendment No. 1 (the “Amendment”) to its Credit Agreement, which establishes a new class of incremental term loan commitments in the form of a senior secured delayed draw term loan credit facility (the “Delayed Draw Term Loan Facility”) in the aggregate principal amount of $50.0 million, proceeds of which may be used to fund capital expenditures related to our extract and ready-to-drink facility in Conway, Arkansas, or for general corporate purposes. The interest rates under the Delayed Draw Term Loan Facility are the same as the interest rates with respect to the initial term loans under the existing Term Loan Facility, and the commitment fees applying to the unused portion of the Delayed Draw Term Loan Facility are the same as the commitment fees with respect to the Revolving Credit Facility. Any delayed draw term loan funded under the Delayed Draw Term Loan Facility will mature on August 29, 2027. As of the date of this Annual Report on Form 10-K, no borrowings have been made under the Delayed Draw Term Loan Facility. On February 28, 2023, the Company completed the acquisition of Bixby Roasting Co. (“Bixby”), a specialty-grade roaster that is a leader in the emerging influencer-led brand space. The acquisition allows Westrock to continue to expand its product marketing and development resources as it capitalizes on shifting consumer consumption trends. The acquisiton includes Bixby’s roasting facility in Los Angeles, California. Aggregate consideration paid for Bixby included 39,778 shares of common stock of the Company, par value $0.01 per share, and approximately $2.2 million in cash, subject to customary adjustments. Due to the timing of the acquisition, the initial accounting for the acquisition is incomplete. As such, we are not able to disclose certain information relating to the acquisition, including the preliminary fair value of assets acquired and liabilities assumed. On March 21, 2023, the Company entered into a $70 million working capital trade finance facility with multiple financial institutions through its subsidiary, Falcon. The facility replaces Falcon’s existing working capital trade finance facility. The new facility is uncommitted and repayable on demand, with certain of Falcon’s assets pledged as collateral against the facility. The new facility will mature one year from inception. Borrowings under the new facility will bear interest at the borrower’s option at a rate equal to i) Term SOFR plus a margin of 4.00% plus a liquidity premium set by the lender at the time of borrowing or ii) the Base Rate (determined by reference to the greatest of i) the Prime Rate at such time, ii) ½ of 1% in excess of the Federal Funds Effective Rate at such time, and iii) Term SOFR for a one-month tenor in effect at such time plus 1%.
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.

Goodwill (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

Goodwill.

Schedule of changes in carrying amount of goodwill


	Beverage
(Thousands)	Solutions		Total
Balance at December 31, 2022
Goodwill	$	190,882	$	190,882
Accumulated impairment loss		(76,883)		(76,883)
		113,999		113,999
Changes during the period:
Acquisitions		1,948		1,948
Measurement period adjustments		143		143

Balance at March 31, 2023
Goodwill		192,973		192,973
Accumulated impairment loss		(76,883)		(76,883)
	$	116,090	$	116,090


	Beverage
(Thousands)	Solutions		Total
Balance at December 31, 2019
Goodwill	$	14,616	$	14,616
Changes during the period:
Acquisitions		159,320		159,320
Impairments		(76,883)		(76,883)
		97,053		97,053
Balance at December 31, 2020
Goodwill	$	173,936	$	173,936
Accumulated impairment loss		(76,883)		(76,883)
		97,053		97,053
Balance at December 31, 2021
Goodwill	$	173,936	$	173,936
Accumulated impairment loss		(76,883)		(76,883)
		97,053		97,053
Changes during the period:
Acquisitions		16,946		16,946
		16,946		16,946
Balance at December 31, 2022
Goodwill	$	190,882	$	190,882
Accumulated impairment loss		(76,883)		(76,883)
	$	113,999	$	113,999

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

Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (h)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (g)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (e)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1A
-URI https://asc.fasb.org/extlink&oid=121556970&loc=SL108378252-109267

Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (f)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 10: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 2
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13854-109267

Reference 11: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 55
-Paragraph 24
-URI https://asc.fasb.org/extlink&oid=122137925&loc=d3e14258-109268

Reference 12: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

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

Revenue - Contract Estimates (Details) - USD ($) $ in Millions	Mar. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Revenue
Accrued sales incentives	$ 1.3	$ 1.3	$ 1.9

Summary of Significant Accounting Policies - Allowance for credit losses (Details) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Allowance for credit loss roll forward
Balance at beginning of period	$ 3,023	$ 3,749	$ 3,749	$ 3,977
Charged to selling, general and administrative expense	497	897	1,790	439	$ 4,452
Write-offs	(1,004)	(1,635)	(2,516)	(667)
Total	$ 2,516	$ 3,011	$ 3,023	$ 3,749	$ 3,977

Segment information - Selected Financial Data (Details) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Segment Information
Revenues	$ 205,442	$ 186,428	$ 867,872	$ 698,144	$ 550,846
Adjusted EBITDA	8,453	11,394	60,053	47,174	33,595
Interest expense, net	6,029	8,048	35,497	32,549	25,229
Income tax benefit	(4,359)	(1,584)	111	(3,368)	(17,545)
Depreciation and amortization	5,874	6,014	24,210	25,501	23,838
Acquisition, restructuring and integration expense	6,644	2,483	13,169	8,835	22,355
Change in fair value of warrant liabilities	(5,529)		29,675
Management and consulting fees	556	1,335	3,868	6,382	5,317
Equity-based compensation	1,548	171	2,631	1,223	1,553
Conway extract and ready-to-drink facility start-up costs	1,869
Impairment charges					82,083
Inventory write-offs					5,432
Mark-to-market adjustments	(1,236)	(1,145)	3,502	(3,585)	(217)
Loss on disposal of property, plant and equipment	896	105	935	243	7,750
Other	487	672	1,916	702	6,665
Net loss	(4,326)	(4,705)	(55,461)	(21,308)	(128,865)
Capital expenditures			63,261	25,115	19,472
Total assets	773,301	645,364	746,213	593,020	548,140
Operating Segments \| Beverage Solutions.
Segment Information
Revenues	181,209	148,362	685,303	551,013	424,906
Adjusted EBITDA	8,421	10,420	53,951	41,468	28,802
Capital expenditures			63,158	24,501	18,944
Total assets	688,403	532,035	658,814	510,751	488,577
Operating Segments \| Sustainable, Sourcing and Traceability
Segment Information
Revenues	25,391	47,772	207,579	170,035	150,577
Adjusted EBITDA	32	974	6,102	5,706	4,793
Capital expenditures			103	614	528
Total assets	84,898	113,329	87,399	82,269	59,563
Intersegment Eliminations
Segment Information
Revenues	$ (1,158)	$ (9,706)	$ (25,010)	$ (22,904)	$ (24,637)

PRIVATE PLACEMENT

6 Months Ended

Jun. 30, 2022

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.

RELATED PARTY TRANSACTIONS

3 Months Ended

6 Months Ended

11 Months Ended

12 Months Ended

Mar. 31, 2023

Jun. 30, 2022

Dec. 31, 2021

Dec. 31, 2022

Note 21. Related Party Transactions

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


	Three Months Ended March 31,
(Thousands)	2023		2022
Interest expense, net:
Brown Brothers Harriman		—		541
Wooster Capital		—		147
Jo Ellen Ford		—		53
Total	$	—	$	741

Note 22. 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)	December 31, 2022		December 31, 2021
Short-term related party debt:
Brown Brothers Harriman⁽¹⁾	$	—	$	34,199

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


	Year Ended December 31,
(Thousands)	2022		2021		2020
Interest expense, net:
Brown Brothers Harriman⁽¹⁾	$	541	$	1,393	$	1,509
Wooster Capital⁽²⁾		503		599		498
Jo Ellen Ford⁽¹⁾		139		214		178
Westrock Finance, LLC⁽²⁾		—		423		460
Total	$	1,183	$	2,629	$	2,645

(1)	Related through common ownership.

(2)	Related through common ownership and management.

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.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS $ in Thousands	3 Months Ended
	Mar. 31, 2023 USD ($)
Cash flows from operating activities:
Net loss	$ (4,326)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization	5,874
Equity-based compensation	1,548
Provision for credit losses	497
Amortization of deferred financing fees included in interest expense	453
Loss on disposal of property, plant and equipment	896
Mark-to-market adjustments	(1,236)
Change in fair value of warrant liabilities	(5,529)
Foreign currency transactions	307
Deferred income tax (benefit) expense	(4,359)
Other	259
Change in operating assets and liabilities:
Accounts receivable	(14,048)
Inventories	6,626
Derivative assets and liabilities	(76)
Prepaid expense and other assets	(9,510)
Accounts payable	(10,756)
Accrued liabilities and other	8,249
Net cash used in operating activities	(25,131)
Cash flows from investing activities:
Additions to property, plant and equipment	(19,625)
Additions to intangible assets	(41)
Acquisition of business, net of cash acquired	(2,392)
Proceeds from sale of property, plant and equipment	30
Net cash used in investing activities	(22,028)
Cash flows from financing activities:
Payments on debt	(56,358)
Proceeds from debt	106,706
Payment of debt issuance costs	(405)
Net payments from repurchase agreements	(4,418)
Proceeds from exercise of stock options	63
Proceeds from exercise of Public Warrants	2,632
Payment for taxes for net share settlement of equity awards	(1,841)
Net cash provided by financing activities	46,379
Effect of exchange rate changes on cash	(55)
Net increase (decrease) in cash and cash equivalents and restricted cash	(835)
Cash and cash equivalents and restricted cash at beginning of period	26,405
Cash and cash equivalents and restricted cash at end of period	25,570
Supplemental non-cash investing and financing activities:
Property, plant and equipment acquired but not yet paid	4,168
Issuance of common shares related to Public Warrant exercise	3,144
Issuance of common share related to acquisitions	446
Issuance of common shares related to conversion of Series A Preferred Shares	254
Accretion of convertible preferred shares	$ 429

Related Party Transactions - Other (Details) - USD ($)	3 Months Ended		12 Months Ended
Related Party Transactions - Other (Details) - USD ($)	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Feb. 29, 2020	Feb. 28, 2020
Related Party Transactions
Short-term related party debt				$ 34,199,000
Selling, general and administrative expenses
Related Party Transactions
Expenses incurred	$ 600,000	$ 800,000	$ 3,300,000	3,300,000	$ 2,800,000
Westrock Group, LLC
Related Party Transactions
Related party amount to be paid						$ 10,000,000.0	$ 10,000,000.0
Westrock Group, LLC \| Accrued expenses and other current liabilities
Related Party Transactions
Short-term related party debt	0		0
Westrock Group, LLC \| Selling, general and administrative expenses
Related Party Transactions
Expenses incurred	$ 300,000	$ 300,000	$ 900,000	$ 800,000	$ 1,500,000

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

Derivatives (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

Schedule of fair value of derivative assets and liabilities


(Thousands)	Balance Sheet Location	March 31, 2023		December 31, 2022
Derivative assets not designated as cash flow hedging instruments:
Forward purchase and sales contracts	Derivative assets	$	13,390	$	15,053
Total derivative assets		$	13,390	$	15,053

Derivative liabilities designated as cash flow hedging instruments:
Coffee futures contracts⁽¹⁾	Derivative liabilities	$	302	$	3,334
Total		$	302	$	3,334

Derivative liabilities not designated as cash flow hedging instruments:
Forward purchase and sales contracts	Derivative liabilities	$	3,504	$	4,258
Total derivative liabilities		$	3,806	$	7,592

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


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

Derivative assets not designated as cash flow hedging instruments:
Forward purchase and sales contracts	Derivative assets	$	15,053	$	13,593
Total			15,053		13,593
Total derivative assets		$	15,053	$	13,765

Derivative liabilities designated as cash flow hedging instruments:
Coffee futures contracts⁽¹⁾	Derivative liabilities	$	3,334	$	—
Total		$	3,334	$	—

Derivative liabilities not designated as cash flow hedging instruments:
Forward purchase and sales contracts	Derivative liabilities	$	4,258	$	14,021
Total			4,258		14,021
Total derivative liabilities		$	7,592	$	14,021

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

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


		Three Months Ended March 31,
(Thousands)	Statement of Operations Location	2023		2022
Derivative assets designated as cash flow hedging instruments:
Net realized gains (losses) on coffee derivatives	Costs of sales	$	(721)	$	4,129

Derivative assets and liabilities not designated as cash flow hedging instruments:
Net unrealized gains (losses) on forward sales and purchase contracts	Costs of sales	$	(1,028)	$	6,945


		Year Ended December 31,
(Thousands)	Statement of Operations Location	2022		2021		2020
Derivative assets designated as cash flow hedging instruments:
Net realized gains (losses) on coffee derivatives	Costs of sales	$	13,094	$	7,197	$	1,746

Derivative assets and liabilities not designated as cash flow hedging instruments:
Net unrealized gains (losses) on forward sales and purchase contracts	Costs of sales	$	8,828	$	(4,799)	$	2,176

Acquisitions

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

Acquisitions

Acquisitions

Note 6. Acquisitions

Bixby Roasting Co.

On February 28, 2023, the Company completed the acquisition of substantially all of the assets of Bixby Roasting Co. (“Bixby”), a specialty-grade roaster that is a leader in the emerging influencer-led brand space. The transaction is accounted for as a business combination in accordance with ASC 805. Aggregate consideration paid for Bixby included 39,778 Common Shares and approximately $2.2 million in cash, for total consideration of $2.6 million, subject to customary adjustments. Net assets acquired totaled approximately $0.7 million. The acquisition allows the Company to continue to expand its product marketing and development resources as it capitalizes on shifting consumer consumption trends. The acquisition includes Bixby’s roasting facility in Los Angeles, California. The acquisition was recorded by allocating the costs of the assets acquired and liabilities assumed, which consisted of accounts receivable, inventory, property, plant and equipment, and accounts payable, based on their estimated fair values at the acquisition date. The excess of the cost of the acquisition over the fair value of the net assets acquired is recorded as goodwill.

We recognized approximately $1.9 million of goodwill, which is deductible for tax purposes, within our Beverage Solutions segment. The financial results of Bixby are included in the Beverage Solutions segment from the date of acquisition and were not material, individually or in the aggregate, to our results of operations and therefore, pro forma financial information has not been presented.

Kohana Coffee, LLC

On November 14, 2022, Westrock Beverage Solutions, LLC, a Delaware limited liability company and wholly owned subsidiary of the Company, acquired one hundred percent (100%) of the equity securities of Kohana Coffee, LLC (“Kohana Coffee”), a Texas limited liability company (“Kohana Acquisition”). Kohana Coffee is an extract and ready-to-drink focused business, based in Richmond, California, serving customers in the retail and CPG industries. The acquisition allows the Company to accelerate the development, production, and distribution of ready-to-drink products in cans and bottles. Aggregate consideration paid for Kohana Coffee included 1,852,608 Common Shares and approximately $15.7 million in cash, subject to customary adjustments.

The fair value of the stock consideration was based on the closing price of the Company’s common stock on the date of acquisition. The total consideration paid in the Kohana Acquisition is summarized below:


(Thousands)
Cash consideration	$	15,682
Fair value of stock consideration		23,435
Total Consideration	$	39,117

The assets and liabilities acquired in the Kohana Acquisition are recorded at their estimated fair values.


(Thousands)	Acquired Value
Cash and cash equivalents	$	797
Accounts receivable		881
Inventory		2,306
Property, plant and equipment		8,387
Goodwill		17,089
Intangible assets		11,718
Accounts payable and accrued liabilities		(2,061)
Total	$	39,117

The above purchase price allocation is considered preliminary and is subject to change when the valuation of assets and liabilities is finalized upon receipt of the final valuation report from a third-party valuation expert, which is anticipated to be finalized during the second quarter of 2023. During the quarter ended March 31, 2023, we recorded $0.1 million of measurement period adjustments, primarily related to the settlement of post-closing working capital adjustments.

The cost of the acquisition in excess of the fair market value of the tangible and intangible assets acquired less liabilities assumed represents acquired goodwill, which is deductible for tax purposes. The goodwill arising from the transaction is primarily attributable to strategic opportunities from the acquisition of Kohana, including our ability to accelerate the development, production, and distribution of ready-to-drink products in cans and bottles to our existing customers.

Note 6. Acquisitions

Kohana Coffee, LLC

November 14, 2022, Westrock Beverage Solutions, LLC, a Delaware limited liability company and wholly owned subsidiary of the Company, acquired one hundred percent (100%) of the equity securities of Kohana Coffee, LLC (“Kohana Coffee”), a Texas limited liability company (“Kohana Acquisition”). Kohana Coffee is an extract and ready-to-drink focused business, based in

Richmond, California, serving customers in the retail and CPG industries. The acquisition allows the Company to accelerate the development, production, and distribution of ready-to-drink products in cans and bottles. Aggregate consideration paid for Kohana Coffee included 1,852,608 shares of common stock of the Company, par value $0.01 per share, and approximately $15.7 million in cash, subject to customary adjustments.


(Thousands)
Cash consideration	$	15,682
Fair value of stock consideration		23,435
Total Consideration	$	39,117

The table below summarizes the preliminary purchase price allocation of the assets acquired and liabilities assumed:


(Thousands)	Acquired Value
Cash and cash equivalents	$	797
Accounts receivable		881
Inventory		2,306
Property, plant and equipment		8,387
Goodwill		16,946
Intangible assets		11,638
Accounts payable and accrued liabilities		(1,838)
Total	$	39,117

The assets and liabilities acquired in the Kohana Acquisition are recorded at their estimated fair values.

The above purchase price allocation is considered preliminary and is subject to change when the valuation of assets and liabilities is finalized upon receipt of the final valuation report from a third-party valuation expert, and the settlement of post-closing working capital adjustments, which is anticipated to be finalized during 2023.

Intangible Assets

In our determination of the fair value of intangible assets, we consider, among other factors, the best use of acquired assets, analysis of historical financial performance and estimates of future performance of the acquired business’ products. The estimated fair values of identified intangible assets are calculated considering both market participant expectations, using an income approach, as well as estimates and assumptions provided by Westrock management and management of the acquired business. Assumptions include, but are not limited to, expected revenue growth, weighted-average terminal growth rates, risk adjusted discount rate and royalty rate.

The estimated fair value of customer relationships represents future after-tax discounted cash flows that will be derived from sales to existing customers of the acquired business as of the date of acquisition.

The following table sets forth the components of identified intangible assets associated with the Kohana Acquisition and their estimated weighted average useful lives:


	Estimated Fair		Estimated Useful
(Thousands)	Market Value		Life
Customer relationships	$	11,148		10 years
Favorable lease asset		490		2.5 years
Total	$	11,638

Kohana Coffee, which is reported within our Beverage Solutions segment, contributed net sales of $1.5 million and operating loss of $0.5 million from the date of acquisition through December 31, 2022. Expenses associated with the acquisition were not material.

The following table presents the unaudited pro forma summary of our financial results as if the Kohana Acquisition had occurred on January 1, 2021. The pro forma results include additional depreciation and amortization resulting from purchase accounting adjustments. The pro forma results do not include any synergies or other benefits of the acquisition. The pro forma results are not indicative of future results of operations, or results that might have been achieved had the acquisition been consummated on January 1, 2021.


	Year Ended		Year Ended
(Thousands, except per share amounts)	December 31, 2022		December 31, 2021
Revenue	$	884,228		716,849
Net loss attributable to common shareholders		(84,651)		(44,353)

S&D Coffee, Inc.

On February 28, 2020, the Company acquired 100% of the issued and outstanding shares of capital stock of S&D in exchange for $401.6 million in cash. The acquisition was financed with the issuances of Common Equivalent Preferred Units, a $240.0 million term loan, and a $25.0 million draw from an asset-based lending facility. The acquisition allowed the Company to expand our blue-chip customer base and product capabilities, creating an integrated coffee, tea, and extract company serving retailers, restaurants, convenience stores, and the hospitality industry.

The total consideration paid in the S&D acquisition is summarized below:


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

The table below summarizes the purchase price allocation of the assets acquired, and liabilities assumed:


(Thousands)	Acquired Value
Cash and cash equivalents	$	8,282
Accounts receivable		57,818
Inventory		67,297
Prepaid expenses and other current assets		1,810
Property, plant and equipment		92,369
Goodwill		159,320
Intangible assets		142,920
Other assets		3,319
Accounts payable and accrued liabilities		(87,216)
Long-term debt		(147)
Deferred tax liabilities		(42,168)
Other long-term liabilities		(1,985)
Total	$	401,619

The assets and liabilities acquired in the S&D acquisition are recorded at their estimated fair values per valuations.

The cost of the acquisition in excess of the fair market value of the tangible and intangible assets acquired less liabilities assumed represents acquired goodwill, which is not deductible for tax purposes. The acquisition provides the Company with an expanded presence and manufacturing and distribution synergies, which provide the basis for the goodwill recognition. Additionally, the existence of an assembled workforce was not considered an identifiable asset below, and any value attributed to it was subsumed into the valuation of goodwill.

Intangible Assets

The estimated fair value of the trademark represents the future projected cost savings associated with the premium and brand image obtained as a result of owning the trademark as opposed to obtaining the benefit of the trademark through a royalty or rental fee.

The following table sets forth the components of identified intangible assets associated with the S&D acquisition and their estimated weighted average useful lives:


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

As described in Note 3, as a result of exiting the acquired DSD business and loss of projected revenues that supported the acquired S&D trademark, we fully impaired the associated acquired trademark during the year ended December 31, 2020.

S&D, which is reported within our Beverage Solutions segment, contributed revenue of $349.2 million and operating loss of $1.3 million, excluding $14.3 million acquisition, restructuring and integration costs, and $95.0 million of impairment charges, inventory write-offs and losses on disposal of property, plant and equipment, from the date of acquisition through December 31, 2020.

The following table presents the unaudited pro forma summary of our financial results as if S&D acquisition had occurred on January 1, 2020. The pro forma results include additional depreciation and amortization resulting from purchase accounting adjustments and interest expense associated with debt used to fund the acquisition. The pro forma results do not include any synergies or other benefits of the acquisition. The pro forma results are not indicative of future results of operations, or results that might have been achieved had the acquisition been consummated on January 1, 2020.


	Year Ended
(Thousands, except per share amounts)	December 31, 2020
Revenue	$	647,935
Net loss attributable to common shareholders		(138,896)

Equity-Based Compensation - Restricted common units - Other (Details) $ in Millions		3 Months Ended	12 Months Ended
	Feb. 28, 2020 installment employee shares	Mar. 31, 2023 shares	Dec. 31, 2022 USD ($) shares	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)
Share-Based Compensation Arrangement by Share-Based Payment Award
Stock based compensation expenses \| $			$ 0.6	$ 0.5	$ 0.4
Restricted common units
Share-Based Compensation Arrangement by Share-Based Payment Award
Units granted (in shares)		1,093,471	1,145,000
Units outstanding		2,209,699	1,127,000
Granted Fair Value \| $			$ 13.1
Stock based compensation expenses \| $			$ 1.7
Period to recognized compensation cost			3 years
Units outstanding, intrinsic value \| $			$ 15.1
Shares available for issuance			3,400,000
Restricted Awards
Share-Based Compensation Arrangement by Share-Based Payment Award
Vested			475,032
Units outstanding			475,032
Common shares issued upon vesting of restricted common shares			330,000
Volatility rate	40.00%
Risk free interest rate	1.14%
Discount rate	30.00%
Stock based compensation expenses \| $			$ 0.3	$ 0.8	$ 1.2
Compensation cost not yet recognized \| $			$ 0.1
Restricted Awards \| Executive employee
Share-Based Compensation Arrangement by Share-Based Payment Award
Number of executive \| employee	3
Number of shares issued for each unit	0.1049203474320
Number of installments \| installment	3
Vesting period	3 years

Acquisitions

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

Acquisitions

Acquisitions

Note 6. Acquisitions

Bixby Roasting Co.

Kohana Coffee, LLC


(Thousands)
Cash consideration	$	15,682
Fair value of stock consideration		23,435
Total Consideration	$	39,117

The assets and liabilities acquired in the Kohana Acquisition are recorded at their estimated fair values.


(Thousands)	Acquired Value
Cash and cash equivalents	$	797
Accounts receivable		881
Inventory		2,306
Property, plant and equipment		8,387
Goodwill		17,089
Intangible assets		11,718
Accounts payable and accrued liabilities		(2,061)
Total	$	39,117

Note 6. Acquisitions

Kohana Coffee, LLC


(Thousands)
Cash consideration	$	15,682
Fair value of stock consideration		23,435
Total Consideration	$	39,117

The table below summarizes the preliminary purchase price allocation of the assets acquired and liabilities assumed:


(Thousands)	Acquired Value
Cash and cash equivalents	$	797
Accounts receivable		881
Inventory		2,306
Property, plant and equipment		8,387
Goodwill		16,946
Intangible assets		11,638
Accounts payable and accrued liabilities		(1,838)
Total	$	39,117

The assets and liabilities acquired in the Kohana Acquisition are recorded at their estimated fair values.

The above purchase price allocation is considered preliminary and is subject to change when the valuation of assets and liabilities is finalized upon receipt of the final valuation report from a third-party valuation expert, and the settlement of post-closing working capital adjustments, which is anticipated to be finalized during 2023.

Intangible Assets

The following table sets forth the components of identified intangible assets associated with the Kohana Acquisition and their estimated weighted average useful lives:


	Estimated Fair		Estimated Useful
(Thousands)	Market Value		Life
Customer relationships	$	11,148		10 years
Favorable lease asset		490		2.5 years
Total	$	11,638


	Year Ended		Year Ended
(Thousands, except per share amounts)	December 31, 2022		December 31, 2021
Revenue	$	884,228		716,849
Net loss attributable to common shareholders		(84,651)		(44,353)

S&D Coffee, Inc.

The total consideration paid in the S&D acquisition is summarized below:


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

The table below summarizes the purchase price allocation of the assets acquired, and liabilities assumed:


(Thousands)	Acquired Value
Cash and cash equivalents	$	8,282
Accounts receivable		57,818
Inventory		67,297
Prepaid expenses and other current assets		1,810
Property, plant and equipment		92,369
Goodwill		159,320
Intangible assets		142,920
Other assets		3,319
Accounts payable and accrued liabilities		(87,216)
Long-term debt		(147)
Deferred tax liabilities		(42,168)
Other long-term liabilities		(1,985)
Total	$	401,619

The assets and liabilities acquired in the S&D acquisition are recorded at their estimated fair values per valuations.

Intangible Assets

The following table sets forth the components of identified intangible assets associated with the S&D acquisition and their estimated weighted average useful lives:


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


	Year Ended
(Thousands, except per share amounts)	December 31, 2020
Revenue	$	647,935
Net loss attributable to common shareholders		(138,896)

Leases - Schedule of supplemental cashflow information (Details) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Leases
Operating cash flows from operating lease	$ 1,065	$ 832	$ 891

Summary of Significant Accounting Policies - Other (Details) - USD ($)
$ in Thousands

3 Months Ended

12 Months Ended

Jan. 01, 2022

Mar. 31, 2023

Mar. 31, 2022

Jun. 30, 2020

Dec. 31, 2022

Dec. 31, 2021

Dec. 31, 2020

Aug. 26, 2022

Jan. 02, 2020

Dec. 31, 2019

Accumulated amortization of goodwill

$ 76,883

$ 6,600

Decrease in accumulated deficit

116,090

113,999

97,053

$ 0

$ 14,616

(332,383)

(328,042)

^[1]

(251,725)

^[1]

Goodwill impairment charges

76,883

(8,685)

$ (6,289)

(55,350)

(24,676)

(146,410)

Practical expedients election

(4,341)

(4,876)

(55,185)

(21,947)

(129,171)

true

Right-of-use operating lease assets

16,115

11,090

Lease liabilities recognized

16,459

11,256

Inventory write-offs

$ 5,432

Impairment losses on property, plant and equipment

Intangible assets, net

128,992

130,886

125,914

$ 0

Impairment losses on intangible assets

Impairment, Intangible Asset, Indefinite-Lived (Excluding Goodwill), Statement of Income or Comprehensive Income [Extensible Enumeration]

Asset Impairment Charges

Advertising expenses

3,600

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

Loss on disposal of property, plant and equipment related to S&D Direct Store Delivery business

5,800

Unrealized gain (loss) on derivative instruments

2,240

(4,860)

(18,114)

8,178

3,581

(5,529)

29,675

Green coffee associated with forward contracts

Unrealized gain (loss) on derivative instruments

$ 2,300

$ (5,800)

(12,300)

8,400

(2,000)

Selling, general and administrative expenses

Shipping and handling costs

$ 22,100

$ 19,900

15,900

Beverage Solutions

Goodwill impairment charges

$ 76,900

Equipment acquired under S&D acquisition

Non cash impairment losses on intangible assets

5,200

ASC 350-20 | Revision of Prior Period, Adjustment | Amortization and Impairment Test for Goodwill

Decrease in accumulated deficit

$ 6,600

$ 6,600

Goodwill impairment charges

76,900

(62,200)

ASC 350-20 | Revision of Prior Period, Adjustment | Amortization and Impairment Test for Goodwill | Selling, general and administrative expenses

(63,200)

Reversal of Goodwill amortization

$ 14,600

ASU 2016-02 | Adjustment

Right-of-use operating lease assets

$ 13,000

Lease liabilities recognized

$ 13,000

Westrock Coffee Company, LLC. | Falcon Coffees Limited

Percentage of ownership interest

85.00%

[1]	Retroactively adjusted for de-SPAC merger transaction as described in Note 4.

Earnings per Share (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

Schedule of potentially dilutive securities that were excluded from the computation of dilutive shares


	Three Months Ended March 31,
(Thousands)	2023		2022
Warrants		—		—
Restricted stock		2,210		475
Options		1,517		1,711
If-converted securities		23,583		25,092


	Year Ended December 31,
(Thousands)	2022		2021		2020
Warrants		19,373		—		—
Restricted stock		1,602		950		1,425
Options		3,217		3,200		2,531
If-converted securities		23,588		25,092		23,308

Schedule of basic and diluted earning per share


	Three Months Ended March 31,
(Thousands, except per share data)	2023		2022
Basic Earnings per Common Share
Numerator:
Net loss attributable to common shareholders	$	(4,770)	$	(11,613)
Denominator:
Weighted-average common shares outstanding — basic		75,358		34,641
Basic loss per common share	$	(0.06)	$	(0.34)

Diluted Earnings per Common Share
Numerator:
Net loss attributable to common shareholders — basic	$	(4,770)	$	(11,613)
Effect of non-participating securities		(5,529)		—
Net loss attributable to common shareholders — diluted	$	(10,299)	$	(11,613)
Denominator:
Weighted-average common shares outstanding — basic		75,358		34,641
Impact of if-converted securities		—		—
Effect of other dilutive securities		1,335		—
Weighted-average common shares outstanding — diluted		76,693		34,641

Dilutive loss per common share	$	(0.13)	$	(0.34)


	Year Ended December 31,
(Thousands, except per share data)	2022		2021		2020
Diluted Earnings per Common Share
Numerator:
Net loss attributable to common shareholders — basic	$	(77,633)	$	(46,155)	$	(147,684)
Effect of non-participating securities		—		—		—
Net loss attributable to common shareholders — diluted	$	(77,633)	$	(46,155)	$	(147,684)
Denominator:
Weighted-average common shares outstanding — basic		48,444		34,472		34,202
Impact of if-converted securities		—		—		—
Effect of other dilutive securities		—		—		—
Weighted-average common shares outstanding — diluted		48,444		34,472		34,202

Dilutive loss per common share	$	(1.60)	$	(1.34)	$	(4.32)

Income Taxes

12 Months Ended

Dec. 31, 2022

Income Taxes

Note 18. Income Taxes

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


	Year Ended December 31,
(Thousands)	2022		2021		2020
U.S.		(51,607)		(28,573)		(147,196)
International		(3,743)		3,897		786
Loss before income taxes	$	(55,350)	$	(24,676)	$	(146,410)

Income tax expense (benefit) consisted of the following:


	Year Ended December 31,
(Thousands)	2022		2021		2020
Current expense (benefit)
Federal	$	—	$	—	$	—
State		529		179		201
Foreign		1,619		(99)		510
Total current		2,148		80		711
Deferred expense (benefit)
Federal		173		(4,617)		(15,230)
State		81		(901)		(3,003)
Foreign		(2,291)		2,070		(23)
Total deferred		(2,037)		(3,448)		(18,256)

Income tax expense (benefit)	$	111	$	(3,368)	$	(17,545)

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


	Year Ended December 31,
(Thousands)	2022			2021			2020
Income tax expense (benefit) at US statutory income tax rate	$	(11,624)		$	(5,182)		$	(30,746)
State income tax expense (benefit), net of federal benefit		(1,507)			(773)			(2,844)
Foreign rate differential		(15)			(304)			(179)
Change in fair value of warrants		6,232			—			—
Goodwill impairment		—			—			16,624
Global intangible low-taxed income (“GILTI”) inclusion		—			1,095			22
Transaction costs		—			260			507
Other permanent differences		323			78			136
Step-up on C Corp conversion		—			—			(1,578)
Change in valuation allowance		7,319			632			513
Provision to return adjustments		(320)			(166)			—
Effect of change in foreign tax rates		(552)			1,181			—
Other		255			(189)			—
Income tax expense (benefit)	$	111		$	(3,368)		$	(17,545)

Effective tax rate		(0.20)	%		13.6	%		12.0	%

Deferred income tax assets and liabilities were recognized on temporary differences between the financial and tax basis of existing assets and liabilities as follows:


(Thousands)	December 31, 2022		December 31, 2021
Deferred tax assets
Liabilities and reserves	$	2,300	$	3,501
Interest limitation		16,256		8,884
Net operating losses		13,483		8,850
Transaction expenses		206		79
Inventories		1,449		—
Stock compensation		794		—
Derivatives		552		—
Operating lease liabilities		2,430		—
Other		269		711
Total		37,739		22,025
Valuation allowance		(8,464)		(1,145)
Total deferred tax assets, net	$	29,275	$	20,880
Deferred tax liabilities
Property, plant and equipment	$	(13,334)	$	(10,581)
Intangible assets		(27,358)		(29,221)
Derivatives		—		(4,451)
Inventories		—		(2,035)
Right-of-use assets		(2,403)		—
Other		(535)		(107)
Total		(43,630)		(46,395)
Net deferred tax liability	$	(14,355)	$	(25,515)

considered realizable could be adjusted in the near term, resulting in an increase to the valuation allowance, if estimates of future taxable income during the carryforward period are reduced.

Activity in the valuation allowance is as follows:


(Thousands)	December 31, 2022		December 31, 2021
Beginning balance	$	1,145	$	513
Additions		7,319		632
Ending Balance	$	8,464	$	1,145

Basis of Presentation and Consolidation

Basis of Presentation and Consolidation

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

Basis of Presentation and Consolidation

Note 2. Basis of Presentation and Consolidation

Common Unit Conversion

Reclassifications

Note 2. Basis of Presentation and Consolidation

The Consolidated Financial Statements include the activities of the Company and its wholly owned and/or controlled subsidiaries. All intercompany balances and transactions have been eliminated.

The 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.

Common Unit Conversion

STOCKHOLDERS' DEFICIT

6 Months Ended

11 Months Ended

Jun. 30, 2022

Dec. 31, 2021

STOCKHOLDERS' DEFICIT

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.

Subsequent Events

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

Subsequent Events

Subsequent Events

Note 22. Subsequent Events

Note 23. Subsequent Events

RELATED PARTY TRANSACTIONS, Administrative Support Agreement (Details) - Sponsor [Member] - CIK 0001846136 Riverview Acquisition Corp - Administrative Services Agreement [Member] - 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]
Fee incurred		$ 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

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).

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

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.

Goodwill (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
Goodwill (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022	Dec. 31, 2020	Aug. 26, 2022	Dec. 31, 2021	Dec. 31, 2019
Changes in goodwill
Goodwill, Beginning balance	$ 113,999	$ 97,053	$ 14,616
Acquisitions	1,948	16,946	159,320
Impairments		0	(76,883)
Changes during the period:		16,946	97,053
Goodwill, Ending balance	116,090	113,999	97,053
Goodwill, Impaired and Accumulated Impairment Loss
Gross goodwill	192,973	190,882	173,936		$ 173,936
Accumulated impairment loss	(76,883)	(76,883)	(76,883)		(76,883)	$ (6,600)
Goodwill	116,090	113,999	97,053	$ 0	97,053	14,616
Beverage Solutions
Changes in goodwill
Goodwill, Beginning balance	113,999	97,053	14,616
Acquisitions	1,948	16,946	159,320
Impairments			(76,883)
Changes during the period:		16,946	97,053
Goodwill, Ending balance	116,090	113,999	97,053
Goodwill, Impaired and Accumulated Impairment Loss
Gross goodwill	192,973	190,882	173,936		173,936
Accumulated impairment loss	(76,883)	(76,883)	(76,883)		(76,883)
Goodwill	$ 116,090	$ 113,999	$ 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.

Summary of Significant Accounting Policies - Income Taxes (Details) - USD ($) $ in Millions	3 Months Ended		12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Operating Loss Carryforwards
Valuation allowance			$ 1.6	$ 1.1
Operating loss carryforward			$ 42.9
Effective tax rate (as percentage)	50.20%	25.20%	(0.20%)	13.60%	12.00%
Foreign
Operating Loss Carryforwards
Valuation allowance			$ 6.9
Operating loss carryforward			5.5
2031 \| Federal
Operating Loss Carryforwards
Operating loss carryforward			38.5
2026 \| Foreign
Operating Loss Carryforwards
Operating loss carryforward			$ 5.9

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

RELATED PARTY TRANSACTIONS, Founder Shares (Details) - USD ($)					5 Months Ended	6 Months Ended	11 Months Ended	12 Months Ended
	Aug. 26, 2022	Sep. 24, 2021	Apr. 07, 2021	Feb. 18, 2021	Jun. 30, 2021	Jun. 30, 2022	Dec. 31, 2021	Dec. 31, 2022	Dec. 31, 2021	Mar. 31, 2023	Apr. 04, 2022	Aug. 10, 2021
Founder Shares [Abstract]
Proceeds from de-SPAC merger and PIPE financing								$ 255,737,000
Common stock, shares outstanding (in shares)							34,523,000	75,020,000	34,523,000	75,628,000
Offering cost charged to shareholder deficit	$ 24,000,000.0
CIK 0001846136 Riverview Acquisition Corp
Founder Shares [Abstract]
Proceeds from de-SPAC merger and PIPE financing					$ 25,000	$ 0	$ 25,000
Share price (in dollars per share)						$ 9.20
CIK 0001846136 Riverview Acquisition Corp \| Common Class A [Member]
Founder Shares [Abstract]
Common stock, shares outstanding (in shares)						0	0		0
Share price (in dollars per share)											$ 10.00
CIK 0001846136 Riverview Acquisition Corp \| Common Class B [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
CIK 0001846136 Riverview Acquisition Corp \| 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
CIK 0001846136 Riverview Acquisition Corp \| Initial Public Offering [Member] \| Common Class A [Member]
Founder Shares [Abstract]
Offering costs							$ 13,084,631		$ 13,084,631
CIK 0001846136 Riverview Acquisition Corp \| 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] \| CIK 0001846136 Riverview Acquisition Corp
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] \| CIK 0001846136 Riverview Acquisition Corp \| Common Class A [Member]
Founder Shares [Abstract]
Threshold trading days						20 days	20 days
Threshold consecutive trading days						30 days	30 days
Sponsor [Member] \| CIK 0001846136 Riverview Acquisition Corp \| Common Class A [Member] \| Minimum
Founder Shares [Abstract]
Period after initial business combination						150 days	150 days
Share price (in dollars per share)						$ 12.00	$ 12.00		$ 12.00
Sponsor [Member] \| CIK 0001846136 Riverview Acquisition Corp \| Common Class B [Member]
Founder Shares [Abstract]
Issuance of Class B ordinary shares to Sponsor (in shares)				5,750,000
Proceeds from de-SPAC merger and PIPE financing				$ 25,000
Sponsor [Member] \| CIK 0001846136 Riverview Acquisition Corp \| Common Class B [Member] \| Maximum
Founder Shares [Abstract]
Number of shares subject to forfeiture (in shares)			937,500			937,500
Sponsor [Member] \| CIK 0001846136 Riverview Acquisition Corp \| Initial Public Offering [Member]
Founder Shares [Abstract]
Issuance of founder shares to Anchor Investor (in shares)							125,000
Share price (in dollars per share)						$ 0.004	$ 10.00		10.00
Aggregate fair value of shares issued to Anchor Investors						$ 8,762,500	$ 8,762,500
Share price (in dollars per share)						$ 7.01	$ 7.01		$ 7.01
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] \| CIK 0001846136 Riverview Acquisition Corp \| Initial Public Offering [Member] \| Maximum
Founder Shares [Abstract]
Issuance of founder shares to Anchor Investor (in shares)						125,000
Sponsor [Member] \| CIK 0001846136 Riverview Acquisition Corp \| 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, 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

Debt - Other (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Debt
Total debt	$ 270,029	$ 219,680	$ 295,219
Unamortized debt costs	(2,602)	(2,769)	(4,910)
Current maturities of long-term debt	(9,287)	(11,504)	(8,735)
Short-term debt	(42,855)	(42,905)	(4,510)
Long-term debt, net	215,285	162,502	277,064
Term loan
Debt
Total debt	170,625	175,000
Term Loan Due in 2025
Debt
Total debt			235,668
ABL facility
Debt
Total debt			51,890
International trade finance lines
Debt
Total debt	42,855	42,905	4,510
International notes payable
Debt
Total debt	1,528	1,750	3,126
Other loans
Debt
Total debt	$ 21	$ 25	$ 25

Segment Information

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

Segment Information

Note 19. Segment Information

Our two operating segments, Beverage Solutions and Sustainable Sourcing & Traceability, are evaluated 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, changes in the fair value of warrant liabilities, non-cash mark-to-market adjustments, certain costs specifically excluded from the calculation of EBITDA under our

material debt agreements, such as facility start-up costs, and other similar or infrequent items (although we may not have had such charges in the periods presented).

Selected financial data related to our segments is presented below for the periods indicated:


	Three Months Ended March 31, 2023
			Sustainable				Total of
	Beverage		Sourcing &		Intersegment		Reportable
(Thousands)	Solutions		Traceability		Revenues		Segments
Net sales	$	181,209	$	25,391	$	(1,158)	$	205,442

Adjusted EBITDA		8,421		32		n/a		8,453
Less:
Interest expense								6,029
Income tax benefit								(4,359)
Depreciation and amortization								5,874
Acquisition, restructuring and integration expense								6,644
Change in fair value of warrant liabilities								(5,529)
Management and consulting fees (S&D Coffee, Inc. acquisition)								556
Equity-based compensation								1,548
Conway extract and ready-to-drink facility start-up costs								1,869
Mark-to-market adjustments								(1,236)
Loss on disposal of property, plant and equipment								896
Other								487
Net loss							$	(4,326)
Total assets		688,403		84,898		n/a		773,301


	Three Months Ended March 31, 2022
			Sustainable				Total of
	Beverage		Sourcing &		Intersegment		Reportable
(Thousands)	Solutions		Traceability		Revenues		Segments
Net sales	$	148,362	$	47,772	$	(9,706)	$	186,428

Adjusted EBITDA		10,420		974		n/a		11,394
Less:
Interest expense								8,048
Income tax benefit								(1,584)
Depreciation and amortization								6,014
Acquisition, restructuring and integration expense								2,483
Management and consulting fees (S&D Coffee, Inc. acquisition)								1,335
Equity-based compensation								171
Mark-to-market adjustments								(1,145)
Loss on disposal of property, plant and equipment								105
Other								672
Net loss							$	(4,705)
Total assets		532,035		113,329		n/a		645,364

Note 20. Segment Information

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

Selected financial data related to our segments is presented below:


	Year Ended December 31, 2022
			Sustainable				Total of
	Beverage		Sourcing &		Intersegment		Reportable
(Thousands)	Solutions		Traceability		Revenues		Segments
Net sales	$	685,303	$	207,579	$	(25,010)	$	867,872

Adjusted EBITDA		53,951		6,102		n/a		60,053
Less:
Interest expense, net								35,497
Income tax expense								111
Depreciation and amortization								24,210
Acquisition, restructuring and integration expense								13,169
Change in fair value of warrants								29,675
Management and consulting fees (S&D acquisition)								3,868
Equity-based compensation								2,631
Mark-to-market adjustments								3,502
Loss (gain) on disposal of property, plant and equipment								935
Other								1,916
Net loss							$	(55,461)

Capital expenditures	$	63,158	$	103		n/a	$	63,261
Total assets		658,814		87,399		n/a		746,213


	Year Ended December 31, 2021
			Sustainable				Total of
	Beverage		Sourcing &		Intersegment		Reportable
(Thousands)	Solutions		Traceability		Revenues		Segments
Net sales	$	551,013	$	170,035	$	(22,904)	$	698,144

Adjusted EBITDA		41,468		5,706		n/a		47,174
Less:
Interest expense, net								32,549
Income tax benefit								(3,368)
Depreciation and amortization								25,501
Acquisition, restructuring and integration expense								8,835
Management and consulting fees (S&D acquisition)								6,382
Equity-based compensation								1,223
Mark-to-market adjustments								(3,585)
Loss (gain) on disposal of property, plant and equipment								243
Other								702
Net loss							$	(21,308)

Capital expenditures	$	24,501	$	614		n/a	$	25,115
Total assets		510,751		82,269		n/a		593,020


	Year Ended December 31, 2020
			Sustainable				Total of
	Beverage		Sourcing &		Intersegment		Reportable
(Thousands)	Solutions		Traceability		Revenues		Segments
Net sales	$	424,906	$	150,577	$	(24,637)	$	550,846

Adjusted EBITDA		28,802		4,793		n/a		33,595
Less:
Interest expense, net								25,229
Income tax benefit								(17,545)
Depreciation and amortization								23,838
Acquisition, restructuring and integration expense								22,355
Management and consulting fees (S&D acquisition)								5,317
Equity-based compensation								1,553
Impairment charges								82,083
Inventory write-offs								5,432
Mark-to-market adjustments								(217)
Loss (gain) on disposal of property, plant and equipment								7,750
Other								6,665
Net loss							$	(128,865)

Capital expenditures	$	18,944	$	528		n/a	$	19,472
Total assets		488,577		59,563		n/a		548,140

Approximately 100% of our long-lived assets were located in the United States as of December 31, 2022.

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.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 31
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8924-108599

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 34
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8981-108599

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 21
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8721-108599

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 40
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9031-108599

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (f)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (e)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 26
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8844-108599

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 41
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9038-108599

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

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

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 42
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9054-108599

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 15
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8657-108599

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 21
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8721-108599

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-URI https://asc.fasb.org/topic&trid=2134510

WARRANT LIABILITIES (Details) - $ / shares	6 Months Ended	11 Months Ended
WARRANT LIABILITIES (Details) - $ / shares	Jun. 30, 2022	Dec. 31, 2021	Aug. 26, 2022	Apr. 04, 2022
Private Placement Warrants [Member]
Warrants [Abstract]
Class of Warrant or Right, Outstanding			7,400,000
CIK 0001846136 Riverview Acquisition Corp
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
Warrants and Rights Outstanding, Term	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
CIK 0001846136 Riverview Acquisition Corp \| Public Warrants [Member]
Warrants [Abstract]
Class of Warrant or Right, Outstanding	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%
CIK 0001846136 Riverview Acquisition Corp \| Private Placement Warrants [Member]
Warrants [Abstract]
Class of Warrant or Right, Outstanding	7,400,000	7,400,000
Warrants and Rights Outstanding, Term	5 years	5 years
CIK 0001846136 Riverview Acquisition Corp \| Common Class A [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
CIK 0001846136 Riverview Acquisition Corp \| Common Class A [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] \| CIK 0001846136 Riverview Acquisition Corp
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] \| CIK 0001846136 Riverview Acquisition Corp \| 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] \| CIK 0001846136 Riverview Acquisition Corp \| Common Class A [Member] \| Maximum
Warrants [Abstract]
Share price (in dollars per share)	$ 9.20	$ 9.20

Basis of Presentation and Consolidation (Details) - $ / shares	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022	Aug. 26, 2022
Riverview
Class of Stock [Line Items]
Number of shares issued for each unit			1
Common stock par value ( in dollars per share)			$ 0.01
Riverview \| Common Stock
Class of Stock [Line Items]
Number of shares issued for each unit			0.1049203474320
Common stock par value ( in dollars per share)			$ 0.01
Westrock Coffee Company, LLC. \| Falcon Coffees Limited
Class of Stock [Line Items]
Percentage of ownership interest	85.00%	85.00%
Series A Redeemable Common Equivalent Preferred Units \| Riverview
Class of Stock [Line Items]
Number of shares issued for each unit			0.1086138208640
Series B Redeemable Common Equivalent Preferred Units \| Riverview
Class of Stock [Line Items]
Number of shares issued for each unit			0.1049203474320
Series A Redeemable Common Equivalent Preferred Shares \| Riverview
Class of Stock [Line Items]
Number of shares issued for each unit			0.1086138208740
Series B Redeemable Common Equivalent Preferred Shares \| Riverview
Class of Stock [Line Items]
Number of shares issued for each unit			0.0919280171940

Summary of Significant Accounting Policies (Policies)

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

Change in Accounting Principle

Use of Estimates

Liquidity

Going Concern

Liquidity

Change in Accounting Principle

goodwill impairment charge of $76.9 million, the net of which resulted in a $62.2 million and $63.2 million increase to loss before income taxes and net loss, respectively.

Accounts Receivable and Allowance for Credit Losses

Cash and Cash Equivalents

Restricted Cash

Restricted Cash

The total cash and cash equivalents and restricted cash is as follows:


(Thousands)	December 31, 2022		December 31, 2021
Cash and cash equivalents	$	16,838	$	19,344
Restricted cash		9,567		3,526
Total	$	26,405	$	22,870

Accounts Receivable and Allowance for Credit Losses

Activity in the allowance for credit losses for the periods indicated was as follows:


	Three Months Ended March 31,
(Thousands)	2023		2022
Balance at beginning of period	$	3,023	$	3,749
Charged to selling, general and administrative expense		497		897
Write-offs		(1,004)		(1,635)
Total	$	2,516	$	3,011

Accounts Receivable and Allowance for Credit Losses

Activity in the allowance for credit losses was as follows:


	Year Ended December 31,
(Thousands)	2022		2021
Balance at beginning of period	$	3,749	$	3,977
Charged to selling, general and administrative expense		1,790		439
Write-offs		(2,516)		(667)
Total	$	3,023	$	3,749

Property, Plant and Equipment

Inventories

Property, Plant and Equipment

Goodwill and Indefinite Lived Intangible Assets

Goodwill and Indefinite Lived Intangible Assets

Impairment of Property, Plant and Equipment

Impairment of Property, Plant and Equipment

Intangible Assets

Intangible Assets

Selling, General and Administrative Expense

Warrant Liabilities

Debt Issuance Costs

Debt Issuance Costs

Derivatives

Derivatives

Revenue Recognition

Revenue Recognition

Sales Incentives

Cost of Sales

Costs of Sales

Selling, General and Administrative Expense

December 31, 2022, 2021 and 2020, advertising expenses were approximately $3.6 million, $2.9 million and $2.7 million, respectively.

Shipping and Handling Costs

Shipping and Handling Costs

Equity-Based Compensation

Equity-Based Compensation

We have determined that our equity-based awards qualify as equity classified awards, and are measured based on the fair value of the award on the date of the grant. See Note 16.

Foreign Currency Translation

Foreign Currency Translation

Acquisition, Restructuring and Integration Expense

Income Taxes

Business Combinations

Business Combinations

Noncontrolling Interest

Noncontrolling Interest

The Company has an 85% ownership interest in Falcon Coffees Limited, which operates our trading business and is reported within our Sustainable Sourcing & Traceability segment. Equity interests not owned by us are reflected as noncontrolling interests. In the Consolidated Statements of Operations, we allocate net income (loss) attributable to non-controlling interest to arrive at net income (loss) attributable to common shareholders based on their proportionate share.

Acquisition, Restructuring and Integration Expense

Restructuring Plans

Restructuring Plans

Recently adopted accounting pronouncements

Update ASU 2022-04 - Liabilities—Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations

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

Recently adopted 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)

Recently issued accounting pronouncements

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

In October 2021, the FASB issued ASU 2021-08, which requires an entity to recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with ASC 606, Revenue from Contracts with Customers, instead of at fair value on the acquisition date as previously required by ASC 805. The amendments improve comparability after the business combination by providing consistent recognition and measurement guidance for acquired revenue contracts and revenue contracts not acquired in a business combination. The updated guidance is effective for public companies for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, and early adoption is permitted. The Company has not yet adopted ASU 2021-08; however, we do not believe this standard will have a material impact on our Consolidated Financial Statements.

Update ASU 2022-04 – Liabilities — Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations

In September 2022, the FASB issued ASU 2022-04 “Liabilities — Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations”, which requires that a company that uses a supplier finance program in connection with the purchase of goods or services disclose sufficient information about the program to allow a user of financial statements to understand the program’s nature, activity during the period, changes from period to period, and potential magnitude. ASU 2022-04 is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, except for the amendment on rollforward information, which is effective for fiscal years beginning after December 15, 2023. Early adoption is permitted. The Company will adopt applicable amendments within ASU 2022-04 on a retrospective basis beginning January 1, 2023. The amendments to ASU 2022-04 do not affect the recognition, measurement or financial statement presentation of obligations covered by supplier finance programs.

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

Derivatives - Pre-tax net gains and losses (Details) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Derivatives
Net unrealized gains (losses)	$ 2,240	$ (4,860)	$ (18,114)	$ 8,178	$ 3,581
Designated as hedges \| Cash flow hedging \| Coffee derivatives \| Cost of sales
Derivatives
Net realized gains (losses)	(721)	4,129	13,094	7,197	1,746
Not designated as hedges \| Cash flow hedging \| Forward Contract and Other Cost of Sales
Derivatives
Net unrealized gains (losses)			$ 8,828	$ (4,799)	$ 2,176
Not designated as hedges \| Cash flow hedging \| Forward sales and purchase contracts \| Cost of sales
Derivatives
Net unrealized gains (losses)	$ (1,028)	$ 6,945

Leases - Schedule of amount of right-of-use lease assets and lease liabilities (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Right-of-use lease assets and lease liabilities
Right-of-use operating lease assets	$ 16,115	$ 11,090
Operating lease liabilities - current	$ 3,206	$ 2,832
Operating lease liabilities - current, Balance sheet location	Accrued expenses and other current liabilities	Accrued expenses and other current liabilities
Operating lease liabilities - noncurrent	$ 13,253	$ 8,424
Operating lease liabilities - noncurrent, Balance sheet location	Other long-term liabilities	Other long-term liabilities

Revenue - Concentration of Customers (Details) - item	12 Months Ended
Revenue - Concentration of Customers (Details) - item	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Revenue from Contract with Customer, net \| Customer Concentration \| Beverage Solutions.
Concentration Risk
Number of major customers	0	0	1

Subsequent Events (Details) - Subsequent Event - Investment in Falcon - USD ($) $ in Millions	Apr. 03, 2023	Apr. 02, 2023
Subsequent Events
Percentage of ownership		15.00%
Aggregate consideration paid in cash	$ 3.2
Cash paid	$ 2.0
Aggregate consideration paid in shares	100,000

CONDENSED BALANCE SHEETS

Jun. 30, 2022

USD ($)

Current assets

Cash

$ 796,388

Prepaid expenses

371,272

Marketable securities held in Trust Account

1,167,660

Other Assets, Noncurrent

28,267

250,257,574

251,453,501

Accrued expenses

189,859

Income tax payable

34,787

224,646

Deferred legal fee

1,781,233

Deferred underwriting fee payable

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, Value, Issued

Retained Earnings (Accumulated Deficit)

(28,765,555)

Total shareholders' equity attributable to Westrock Coffee Company

(28,759,305)

Total Liabilities, Convertible Preferred Shares and Shareholders' Equity

251,453,501

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

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

Summary of long-term debt

$ 6,250

^[1]

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

Debt (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

Debt


(Thousands)	March 31, 2023		December 31, 2022
Term loan facility	$	170,625	$	175,000
Revolving credit facility		55,000		—
International trade finance lines		42,855		42,905
International notes payable		1,528		1,750
Other loans		21		25
Total debt		270,029		219,680
Unamortized debt costs		(2,602)		(2,769)
Current maturities of long-term debt		(9,287)		(11,504)
Short-term debt		(42,855)		(42,905)
Long-term debt, net	$	215,285	$	162,502


(Thousands)	December 31, 2022		December 31, 2021
Term loan facility	$	175,000	$	—
Prior term loan facility		—		235,668
Prior ABL facility		—		51,890
International trade finance lines		42,905		4,510
International notes payable		1,750		3,126
Other loans		25		25
Total debt		219,680		295,219
Unamortized debt costs		(2,769)		(4,910)
Current maturities of long-term debt		(11,504)		(8,735)
Short-term debt		(42,905)		(4,510)
Long-term debt, net	$	162,502	$	277,064

Revenue - Contract Estimates (Details) - USD ($) $ in Millions	Mar. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Revenue
Accrued sales incentives	$ 1.3	$ 1.3	$ 1.9

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT) - USD ($)
$ in Thousands

Common Stock

Additional Paid-in Capital

Accumulated Deficit

Accumulated Other Comprehensive Income (Loss).

Non-Controlling Interest

Total

Balance at beginning of period at Dec. 31, 2019

$ 342

$ 58,017

$ (64,512)

$ 1,791

$ (4,362)

Balance at beginning of period (in shares) at Dec. 31, 2019

34,202,000

Change in accounting principle

6,626

(129,171)

306

(128,865)

$ 3,820

3,820

1,553

Balance at end of period at Dec. 31, 2020

(18,513)

$ 342

59,570

(205,570)

3,820

2,097

(139,741)

Balance at end of period (in shares) at Dec. 31, 2020

34,202,000

(21,947)

639

(21,308)

8,198

$ 3

1,220

1,223

321,000

(162)

Balance at end of period at Dec. 31, 2021

(24,208)

^[1]

$ 345

60,628

(251,725)

12,018

2,736

(175,998)

^[2]

Balance at end of period (in shares) at Dec. 31, 2021

^[1]

34,523,000

(4,876)

171

(4,705)

(4,860)

$ 3

168

171

333,000

(477)

Balance at end of period at Mar. 31, 2022

(6,737)

^[1]

$ 348

60,319

(263,338)

7,158

2,907

(192,606)

Balance at end of period (in shares) at Mar. 31, 2022

^[1]

34,856,000

Balance at beginning of period at Dec. 31, 2021

^[1]

$ 345

60,628

(251,725)

12,018

2,736

(175,998)

^[2]

Balance at beginning of period (in shares) at Dec. 31, 2021

^[1]

34,523,000

Issuance of common shares upon closing of de-SPAC merger transaction, net of issuance costs, net of $2,469 of taxes (see Note 4)

(55,185)

(276)

(55,461)

$ 129

1,738

1,867

Issuance of common shares upon closing of de-SPAC merger transaction, net of issuance costs, net of $2,469 of taxes (see Note 4) (Units)

12,868,000

Issuance of common shares related to PIPE financing

$ 206

205,694

205,900

Issuance of common shares related to PIPE financing (in units)

20,590,000

Issuance of common shares related to conversion of debt to equity (see Note 12)

$ 25

24,975

25,000

Issuance of common shares related to conversion of debt to equity (see Note 12) (in units)

2,500,000

Issuance of common shares related to conversion of Common Equivalent Preferred Units (see Note 4)

$ 22

23,731

23,753

Issuance of common shares related to conversion of Common Equivalent Preferred Units (see Note 4) (in units)

2,220,000

Issuance of common shares related to Public Warrant exercise

$ 1

1,272

$ 1,273

Issuance of common shares related to Public Warrant exercise (in shares)

94,000

Issuance of common shares related to stock options exercised

375

$ 375

Issuance of common shares related to stock options exercised (in shares)

39,000

39,344

Issuance of common shares related to Kohana acquisition (see Note 6)

$ 19

23,416

$ 23,435

Issuance of common shares related to Kohana acquisition (in shares) (see Note 6)

1,853,000

Common Equivalent Preferred Unit dividends ($0.02 per unit)

(4,380)

Loss on extinguishment of Common Equivalent Preferred units

(2,870)

Accretion of convertible preferred stock

(1,316)

(18,121)

$ 3

2,628

2,631

333,000

(477)

Balance at end of period at Dec. 31, 2022

(13,882)

$ 750

342,664

(328,042)

(6,103)

2,460

11,729

^[2]

Balance at end of period (in shares) at Dec. 31, 2022

75,020,000

Issuance of common shares upon closing of de-SPAC merger transaction, net of issuance costs, net of $2,469 of taxes (see Note 4)

(4,341)

(4,326)

$ 2

444

446

Issuance of common shares upon closing of de-SPAC merger transaction, net of issuance costs, net of $2,469 of taxes (see Note 4) (Units)

40,000

Issuance of common shares related to PIPE financing

$ 2

3,142

3,144

Issuance of common shares related to PIPE financing (in units)

229,000

Issuance of common shares related to conversion of debt to equity (see Note 12)

$ 1

Issuance of common shares related to conversion of debt to equity (see Note 12) (in units)

6,000

Issuance of common shares related to conversion of Common Equivalent Preferred Units (see Note 4)

$ 1

253

254

Issuance of common shares related to conversion of Common Equivalent Preferred Units (see Note 4) (in units)

22,000

Accretion of convertible preferred stock

(429)

2,222

$ 3

1,545

1,548

311,000

Balance at end of period at Mar. 31, 2023

(1,841)

$ 759

$ 345,840

$ (332,383)

$ (3,881)

$ 2,475

$ 12,810

Balance at end of period (in shares) at Mar. 31, 2023

75,628,000

[1]	Retroactively adjusted the three months ended March 31, 2022 for de-SPAC merger transaction as described in Note 4
[2]	Retroactively adjusted for de-SPAC merger transaction as described in Note 4.

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2022

Income Taxes

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


	Year Ended December 31,
(Thousands)	2022		2021		2020
U.S.		(51,607)		(28,573)		(147,196)
International		(3,743)		3,897		786
Loss before income taxes	$	(55,350)	$	(24,676)	$	(146,410)

Schedule of income tax expense (benefit) component


	Year Ended December 31,
(Thousands)	2022		2021		2020
Current expense (benefit)
Federal	$	—	$	—	$	—
State		529		179		201
Foreign		1,619		(99)		510
Total current		2,148		80		711
Deferred expense (benefit)
Federal		173		(4,617)		(15,230)
State		81		(901)		(3,003)
Foreign		(2,291)		2,070		(23)
Total deferred		(2,037)		(3,448)		(18,256)

Income tax expense (benefit)	$	111	$	(3,368)	$	(17,545)

Schedule of reconciliation of income tax expense benefit


	Year Ended December 31,
(Thousands)	2022			2021			2020
Income tax expense (benefit) at US statutory income tax rate	$	(11,624)		$	(5,182)		$	(30,746)
State income tax expense (benefit), net of federal benefit		(1,507)			(773)			(2,844)
Foreign rate differential		(15)			(304)			(179)
Change in fair value of warrants		6,232			—			—
Goodwill impairment		—			—			16,624
Global intangible low-taxed income (“GILTI”) inclusion		—			1,095			22
Transaction costs		—			260			507
Other permanent differences		323			78			136
Step-up on C Corp conversion		—			—			(1,578)
Change in valuation allowance		7,319			632			513
Provision to return adjustments		(320)			(166)			—
Effect of change in foreign tax rates		(552)			1,181			—
Other		255			(189)			—
Income tax expense (benefit)	$	111		$	(3,368)		$	(17,545)

Effective tax rate		(0.20)	%		13.6	%		12.0	%

Schedule of deferred income tax assets and liabilities


(Thousands)	December 31, 2022		December 31, 2021
Deferred tax assets
Liabilities and reserves	$	2,300	$	3,501
Interest limitation		16,256		8,884
Net operating losses		13,483		8,850
Transaction expenses		206		79
Inventories		1,449		—
Stock compensation		794		—
Derivatives		552		—
Operating lease liabilities		2,430		—
Other		269		711
Total		37,739		22,025
Valuation allowance		(8,464)		(1,145)
Total deferred tax assets, net	$	29,275	$	20,880
Deferred tax liabilities
Property, plant and equipment	$	(13,334)	$	(10,581)
Intangible assets		(27,358)		(29,221)
Derivatives		—		(4,451)
Inventories		—		(2,035)
Right-of-use assets		(2,403)		—
Other		(535)		(107)
Total		(43,630)		(46,395)
Net deferred tax liability	$	(14,355)	$	(25,515)

Summary of valuation allowance


(Thousands)	December 31, 2022		December 31, 2021
Beginning balance	$	1,145	$	513
Additions		7,319		632
Ending Balance	$	8,464	$	1,145

Leases - Maturities of lease obligations (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Leases
Rent expense	$ 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

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)
shares in Thousands, $ in Thousands

3 Months Ended

12 Months Ended

Mar. 31, 2023

Mar. 31, 2022

Dec. 31, 2022

Dec. 31, 2021

Dec. 31, 2020

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Net sales

$ 205,442

$ 186,428

$ 867,872

$ 698,144

$ 550,846

Costs of sales

171,144

147,997

715,107

552,721

443,644

Gross profit

34,298

38,431

152,765

145,423

107,202

Selling, general and administrative expense

34,122

35,061

129,985

128,506

115,648

Acquisition, restructuring and integration expense

6,644

2,483

13,169

8,835

22,355

Impairment charges

82,083

Loss on disposal of property, plant and equipment

896

105

935

243

7,750

Total operating expenses

41,662

37,649

144,089

137,584

227,836

(7,364)

782

8,676

7,839

(120,634)

Interest expense

6,029

8,048

35,497

32,549

25,229

(5,529)

29,675

Other, net

821

(977)

(1,146)

(34)

547

(8,685)

(6,289)

(55,350)

(24,676)

(146,410)

Income tax benefit

(4,359)

(1,584)

111

(3,368)

(17,545)

Net income attributable to non-controlling interest

(4,326)

(4,705)

(55,461)

(21,308)

(128,865)

171

(276)

639

306

Accretion of Series A Convertible Preferred Shares

(4,341)

(4,876)

(55,185)

(21,947)

(129,171)

(429)

(1,316)

Loss on extinguishment of Redeemable Common Equivalent Preferred Units, net

(2,870)

Common equivalent preferred dividends

(4,380)

Net loss attributable to common shareholders

(6,737)

(13,882)

(24,208)

(18,513)

$ (4,770)

$ (11,613)

$ (77,633)

$ (46,155)

$ (147,684)

Loss per common share:

Basic (in dollars per share)

$ (0.06)

^[1]

$ (0.34)

^[1]

$ (1.60)

^[2]

$ (1.34)

^[2]

$ (4.32)

^[2]

Weighted-average number of shares outstanding

$ (0.13)

^[1]

$ (0.34)

^[1]

$ (1.60)

^[2]

$ (1.34)

^[2]

$ (4.32)

^[2]

Basic (in shares)

75,358

^[1]

34,641

^[1]

48,444

^[2]

34,472

^[2]

34,202

^[2]

Diluted (in shares)

76,693

^[1]

34,641

^[1]

48,444

^[2]

34,472

^[2]

34,202

^[2]

[1]	Retroactively adjusted the three months ended March 31, 2022 for de-SPAC merger transaction as described in Note 4
[2]	Retroactively adjusted for de-SPAC merger transaction as described in Note 4.

De-SPAC Merger Transaction - Common Stock Warrants (Details) $ / shares in Units, $ in Thousands		1 Months Ended	3 Months Ended	12 Months Ended
	Aug. 26, 2022 D $ / shares shares	Dec. 21, 2022 shares	Mar. 31, 2023 USD ($)	Dec. 31, 2022 USD ($) shares
Common Stock Warrants
Warrant to purchase each share	1
Warrant exercise price (in dollars per share) \| $ / shares	$ 11.50
Cash proceeds \| $			$ 2,632	$ 2,600
Shares issued for warrants exercised				0
Westrock Public Warrants
Common Stock Warrants
Warrants	12,500,000
Warrant expiry term	5 years
Redemption price \| $ / shares	$ 0.01
Number of trading days \| D	20
Number of trading days before warrant redemption notice \| D	30
Number of business days \| D	3
Share price (in dollars per share) \| $ / shares	$ 18.00
Warrants exercised		527,084		228,796
Shares issued for warrants exercised				228,796
Westrock Public Warrants \| Minimum
Common Stock Warrants
Term of redemption notice to share holders	30 days
Westrock Private Warrants
Common Stock Warrants
Warrants	7,400,000
Warrant exercisable term	30 days
Common Stock
Common Stock Warrants
Shares issued for warrants exercised		94,453		94,000

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2022	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Cash flows from operating activities:
Net loss	$ (4,705)	$ (55,461)	$ (21,308)	$ (128,865)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization	6,014	24,210	25,501	23,838
Impairment charges				82,083
Equity-based compensation	171	2,631	1,223	1,553
Paid-in-kind interest added to debt principal	147	295	1,777	790
Provision for credit losses	897	1,790	439	4,452
Amortization of deferred financing fees included in interest expense	523	1,726	1,840	1,266
Inventory write-offs				5,432
Write-off of unamortized deferred financing fees		4,296
Loss on debt extinguishment		1,580
Loss on disposal of property, plant and equipment	105	935	243	7,750
Mark-to-market adjustments	(1,145)	3,502	(3,585)	(217)
Change in fair value of warrant liabilities		29,675
Foreign currency transactions	137	667	492	498
Deferred income tax (benefit) expense	(1,584)	(2,037)	(3,448)	(18,256)
Other		1,204
Change in operating assets and liabilities:
Accounts receivable	(9,468)	(16,789)	(20,102)	965
Inventories	(34,242)	(46,770)	(16,543)	16,869
Derivative assets and liabilities	(5,460)	(22,937)	14,860	1,463
Prepaid expense and other assets	(14,216)	(15,476)	(401)	(351)
Accounts payable	17,895	27,646	18,724	(32,146)
Accrued liabilities and other	6,531	2,685	3,165	19,426
Net cash used in operating activities	(38,400)	(56,628)	2,877	(13,450)
Cash flows from investing activities:
Additions to property, plant and equipment	(8,697)	(63,261)	(25,115)	(19,472)
Additions to intangible assets		(167)	(321)
Acquisition of business, net of cash acquired		(14,885)		(393,337)
Proceeds from sale of property, plant and equipment	861	4,144	2,789	987
Net cash used in investing activities	(7,836)	(74,169)	(22,647)	(411,822)
Cash flows from financing activities:
Payments on debt	(13,982)	(438,571)	(111,313)	(122,018)
Proceeds from debt	56,118	328,539	119,740	352,968
Proceeds from related party debt		11,700
Debt extinguishment costs		(1,580)
Payment of debt issuance costs		(6,007)	(1,426)	(8,229)
Proceeds from de-SPAC merger and PIPE financing		255,737
Payment of common equity issuance costs		(23,998)
Payment of preferred equity issuance costs		(1,250)
Principal payments on capital leases				(2,292)
Net proceeds from repurchase agreements		14,588
Common equivalent preferred dividends		(4,380)
Payment of taxes for net share settlement of equity awards	(477)	(477)	(162)
Proceeds from exercise of stock options		375
Proceeds from the issuance of common equivalent preferred units			17,000	222,150
Net cash provided by financing activities	41,659	134,676	23,839	442,579
Effect of exchange rate changes on cash	(106)	(344)	149	(38)
Net increase (decrease) in cash and cash equivalents and restricted cash	(4,683)	3,535	4,218	17,269
Cash and cash equivalents and restricted cash at beginning of period	22,870	22,870	18,652	1,383
Cash and cash equivalents and restricted cash at end of period	18,187	26,405	22,870	18,652
Supplemental non-cash investing and financing activities:
Property, plant and equipment acquired but not yet paid		8,811	184	2,020
Accumulating preferred dividends	$ 6,737	13,882	24,208	18,513
Exchange of Redeemable Common Equivalent Preferred Units for Series A Convertible Preferred Shares		271,539
Exchange of Redeemable Common Equivalent Preferred Units for common shares		24,214
Related party debt exchanged for common shares		25,000
Acquisition of Kohana through issuance of common stock		23,435
Loss on extinguishment of Common Equivalent Preferred Units		2,870
Supplemental cash flow information:
Cash paid for interest		30,448	28,496	20,789
Cash paid for income taxes, net		$ 814	$ 1,409	$ 98

Related Party Transactions - Transactions with related party (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2022	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Related Party Transactions
Short-term related party debt			$ 34,199
Interest expense, net	$ 741	$ 1,183	2,629	$ 2,645
Brown Brothers Harriman
Related Party Transactions
Interest expense, net	541	541	1,393	1,509
Wooster Capital
Related Party Transactions
Interest expense, net	147	503	599	498
Jo Ellen Ford
Related Party Transactions
Interest expense, net	$ 53	$ 139	214	178
Westrock Finance, LLC
Related Party Transactions
Interest expense, net			423	$ 460
Short-term related party debt \| Brown Brothers Harriman
Related Party Transactions
Short-term related party debt			34,199
Subordinated related party debt
Related Party Transactions
Subordinated related party debt			13,300
Subordinated related party debt \| Wooster Capital
Related Party Transactions
Subordinated related party debt			9,800
Subordinated related party debt \| Jo Ellen Ford
Related Party Transactions
Subordinated related party debt			$ 3,500

Accumulated Other Comprehensive Income (Loss)

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

Accumulated Other Comprehensive Income (Loss)

Note 16. Accumulated Other Comprehensive Income (Loss)

Changes in accumulated other comprehensive income (loss), net of tax by component for the three months ended March 31, 2023 and March 31, 2022 is as follows:


	Three Months Ended March 31,
(Thousands)	2023		2022
Cash flow hedge changes in fair value gain (loss):
Balance at beginning of period	$	(6,355)	$	11,759
Other comprehensive income (loss) before reclassifications		2,354		(2,269)
Amounts reclassified from accumulated comprehensive income		721		(4,129)
Tax effect		(835)		1,538
Net other comprehensive income		(4,115)		6,899
Less: Other comprehensive income attributable to noncontrolling interests		—		—
Balance at end of period		(4,115)		6,899
Foreign currency translation gain
Balance at beginning of period		252		259
Other comprehensive income (loss) before reclassifications		(18)		—
Amounts reclassified from accumulated comprehensive income		—		—
Tax effect		—		—
Net other comprehensive income		234		259
Less: Other comprehensive income attributable to noncontrolling interests		—		—
Balance at end of period		234		259
Accumulated other comprehensive income (loss) at end of period	$	(3,881)	$	7,158

Note 17. Accumulated Other Comprehensive Income (Loss)

Changes in accumulated other comprehensive income (loss), net of tax by component is as follows for the years ended December 31, 2022, 2021 and 2020:


	Year Ended December 31,
(Thousands)	2022		2021		2020
Cash flow hedge changes in fair value gain (loss):
Balance at beginning of period	$	11,759	$	3,581	$	—
Other comprehensive income (loss) before reclassifications		(10,978)		18,010		6,490
Amounts reclassified from accumulated comprehensive income		(13,094)		(7,197)		(1,746)
Tax effect		5,958		(2,635)		(1,163)
Net other comprehensive income		(6,355)		11,759		3,581
Less: Other comprehensive income attributable to noncontrolling interests		—		—		—
Balance at end of period		(6,355)		11,759		3,581
Foreign currency translation gain
Balance at beginning of period		259		239		—
Other comprehensive income (loss) before reclassifications		(7)		20		239
Amounts reclassified from accumulated comprehensive income		—		—		—
Tax effect		—		—		—
Net other comprehensive income		252		259		239
Less: Other comprehensive income attributable to noncontrolling interests		—		—		—
Balance at end of period		252		259		239
Accumulated other comprehensive income (loss) at end of period	$	(6,103)	$	12,018	$	3,820

Summary of Significant Accounting Policies - Allowance for credit losses (Details) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Allowance for credit loss roll forward
Balance at beginning of period	$ 3,023	$ 3,749	$ 3,749	$ 3,977
Charged to selling, general and administrative expense	497	897	1,790	439	$ 4,452
Write-offs	(1,004)	(1,635)	(2,516)	(667)
Total	$ 2,516	$ 3,011	$ 3,023	$ 3,749	$ 3,977

Accumulated Other Comprehensive Income (Loss) (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

Schedule of changes in accumulated other comprehensive (loss) income, net of tax


	Three Months Ended March 31,
(Thousands)	2023		2022
Cash flow hedge changes in fair value gain (loss):
Balance at beginning of period	$	(6,355)	$	11,759
Other comprehensive income (loss) before reclassifications		2,354		(2,269)
Amounts reclassified from accumulated comprehensive income		721		(4,129)
Tax effect		(835)		1,538
Net other comprehensive income		(4,115)		6,899
Less: Other comprehensive income attributable to noncontrolling interests		—		—
Balance at end of period		(4,115)		6,899
Foreign currency translation gain
Balance at beginning of period		252		259
Other comprehensive income (loss) before reclassifications		(18)		—
Amounts reclassified from accumulated comprehensive income		—		—
Tax effect		—		—
Net other comprehensive income		234		259
Less: Other comprehensive income attributable to noncontrolling interests		—		—
Balance at end of period		234		259
Accumulated other comprehensive income (loss) at end of period	$	(3,881)	$	7,158


	Year Ended December 31,
(Thousands)	2022		2021		2020
Cash flow hedge changes in fair value gain (loss):
Balance at beginning of period	$	11,759	$	3,581	$	—
Other comprehensive income (loss) before reclassifications		(10,978)		18,010		6,490
Amounts reclassified from accumulated comprehensive income		(13,094)		(7,197)		(1,746)
Tax effect		5,958		(2,635)		(1,163)
Net other comprehensive income		(6,355)		11,759		3,581
Less: Other comprehensive income attributable to noncontrolling interests		—		—		—
Balance at end of period		(6,355)		11,759		3,581
Foreign currency translation gain
Balance at beginning of period		259		239		—
Other comprehensive income (loss) before reclassifications		(7)		20		239
Amounts reclassified from accumulated comprehensive income		—		—		—
Tax effect		—		—		—
Net other comprehensive income		252		259		239
Less: Other comprehensive income attributable to noncontrolling interests		—		—		—
Balance at end of period		252		259		239
Accumulated other comprehensive income (loss) at end of period	$	(6,103)	$	12,018	$	3,820

Intangible Assets, Net - Amortization expenses (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Amortization expenses for intangible assets
2023		$ 7,588
2024		7,465
2025		7,287
2026		7,194
2027		7,194
Thereafter		94,158
Net	$ 128,992	$ 130,886	$ 125,914

Derivatives (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

Schedule of fair value of derivative assets and liabilities


(Thousands)	Balance Sheet Location	March 31, 2023		December 31, 2022
Derivative assets not designated as cash flow hedging instruments:
Forward purchase and sales contracts	Derivative assets	$	13,390	$	15,053
Total derivative assets		$	13,390	$	15,053

Derivative liabilities designated as cash flow hedging instruments:
Coffee futures contracts⁽¹⁾	Derivative liabilities	$	302	$	3,334
Total		$	302	$	3,334

Derivative liabilities not designated as cash flow hedging instruments:
Forward purchase and sales contracts	Derivative liabilities	$	3,504	$	4,258
Total derivative liabilities		$	3,806	$	7,592

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


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

Derivative assets not designated as cash flow hedging instruments:
Forward purchase and sales contracts	Derivative assets	$	15,053	$	13,593
Total			15,053		13,593
Total derivative assets		$	15,053	$	13,765

Derivative liabilities designated as cash flow hedging instruments:
Coffee futures contracts⁽¹⁾	Derivative liabilities	$	3,334	$	—
Total		$	3,334	$	—

Derivative liabilities not designated as cash flow hedging instruments:
Forward purchase and sales contracts	Derivative liabilities	$	4,258	$	14,021
Total			4,258		14,021
Total derivative liabilities		$	7,592	$	14,021

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

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


		Three Months Ended March 31,
(Thousands)	Statement of Operations Location	2023		2022
Derivative assets designated as cash flow hedging instruments:
Net realized gains (losses) on coffee derivatives	Costs of sales	$	(721)	$	4,129

Derivative assets and liabilities not designated as cash flow hedging instruments:
Net unrealized gains (losses) on forward sales and purchase contracts	Costs of sales	$	(1,028)	$	6,945


		Year Ended December 31,
(Thousands)	Statement of Operations Location	2022		2021		2020
Derivative assets designated as cash flow hedging instruments:
Net realized gains (losses) on coffee derivatives	Costs of sales	$	13,094	$	7,197	$	1,746

Derivative assets and liabilities not designated as cash flow hedging instruments:
Net unrealized gains (losses) on forward sales and purchase contracts	Costs of sales	$	8,828	$	(4,799)	$	2,176

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
Net loss	$ (4,326)	$ (4,705)	$ (55,461)	$ (21,308)	$ (128,865)
Other comprehensive income (loss), net of tax:
Unrealized gain (loss) on derivative instruments	2,240	(4,860)	(18,114)	8,178	3,581
Foreign currency translation adjustment	(18)		(7)	20	239
Total other comprehensive income (loss)	2,222	(4,860)	(18,121)	8,198	3,820
Comprehensive loss	(2,104)	(9,565)	(73,582)	(13,110)	(125,045)
Comprehensive income (loss) attributable to non-controlling interests	15	171	(276)	639	306
Comprehensive loss attributable to shareholders	(2,119)	(9,736)	(73,306)	(13,749)	(125,351)
Accretion of convertible preferred stock	(429)		(1,316)
Loss on extinguishment of Redeemable Common Equivalent Preferred Units, net			(2,870)
Common equivalent preferred dividends			(4,380)
Accumulating preferred dividends		(6,737)	(13,882)	(24,208)	(18,513)
Comprehensive loss attributable to common shareholders	$ (2,548)	$ (16,473)	$ (95,754)	$ (37,957)	$ (143,864)

Equity-Based Compensation - Narrative (Details) $ / shares in Units, $ in Millions	1 Months Ended	3 Months Ended	12 Months Ended
	Mar. 31, 2023 USD ($) shares	Mar. 31, 2023 shares	Dec. 31, 2022 D $ / shares shares	Aug. 31, 2022 D $ / shares
Employee
Share-Based Compensation Arrangement by Share-Based Payment Award
Vesting period			4 years
2022 Equity Plan
Share-Based Compensation Arrangement by Share-Based Payment Award
Number of trading days			10
Number of consecutive trading days			30
Share price (in dollars per share) \| $ / shares			$ 18.50
Restricted Awards \| 2022 Equity Plan
Share-Based Compensation Arrangement by Share-Based Payment Award
Number of trading days				10
Number of consecutive trading days				30
Share price (in dollars per share) \| $ / shares				$ 18.50
Restricted common units
Share-Based Compensation Arrangement by Share-Based Payment Award
Units granted (in shares) \| shares		1,093,471	1,145,000
Shares available for future issuance \| shares	2,400,000	2,400,000
Restricted common units \| Employee
Share-Based Compensation Arrangement by Share-Based Payment Award
Units granted (in shares) \| shares		1,100,000
Units granted (in value) \| $	$ 13.0
Vesting period		3 years

Inventories

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

Note 7. Inventories

The following table summarizes inventories as of March 31, 2023 and December 31, 2022:


(Thousands)	March 31, 2023		December 31, 2022
Raw materials	$	67,388	$	66,925
Finished goods		27,851		21,232
Green coffee		47,337		57,679
Total inventories	$	142,576	$	145,836

Note 7. Inventories

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


(Thousands)	December 31, 2022		December 31, 2021
Raw materials	$	66,925	$	45,079
Finished goods		21,232		14,895
Green coffee		57,679		49,192
Total inventories	$	145,836	$	109,166

Green coffee inventories represents green coffee held for resale. At December 31, 2022 and 2021, all green coffee held for resale was included within our Sustainable Sourcing & Traceability segment.

Summary of Significant Accounting Policies

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

Summary of Significant Accounting Policies

Note 3. Summary of Significant Accounting Policies

Use of Estimates

Going Concern

Accounts Receivable and Allowance for Credit Losses

Activity in the allowance for credit losses for the periods indicated was as follows:


	Three Months Ended March 31,
(Thousands)	2023		2022
Balance at beginning of period	$	3,023	$	3,749
Charged to selling, general and administrative expense		497		897
Write-offs		(1,004)		(1,635)
Total	$	2,516	$	3,011

Inventories

Supplier Finance Program

Warrant Liabilities

Income Taxes

Recently adopted accounting pronouncements

Update ASU 2022-04 - Liabilities—Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations

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

Note 3. Summary of Significant Accounting Policies

Use of Estimates

Liquidity

Change in Accounting Principle

goodwill impairment charge of $76.9 million, the net of which resulted in a $62.2 million and $63.2 million increase to loss before income taxes and net loss, respectively.

Cash and Cash Equivalents

Restricted Cash

The total cash and cash equivalents and restricted cash is as follows:


(Thousands)	December 31, 2022		December 31, 2021
Cash and cash equivalents	$	16,838	$	19,344
Restricted cash		9,567		3,526
Total	$	26,405	$	22,870

Accounts Receivable and Allowance for Credit Losses

Activity in the allowance for credit losses was as follows:


	Year Ended December 31,
(Thousands)	2022		2021
Balance at beginning of period	$	3,749	$	3,977
Charged to selling, general and administrative expense		1,790		439
Write-offs		(2,516)		(667)
Total	$	3,023	$	3,749

Inventories

Property, Plant and Equipment

Goodwill and Indefinite Lived Intangible Assets

Impairment of Property, Plant and Equipment

Intangible Assets

Warrant Liabilities

Debt Issuance Costs

Derivatives

Revenue Recognition

Sales Incentives

Costs of Sales

Selling, General and Administrative Expense

December 31, 2022, 2021 and 2020, advertising expenses were approximately $3.6 million, $2.9 million and $2.7 million, respectively.

Shipping and Handling Costs

Equity-Based Compensation

We have determined that our equity-based awards qualify as equity classified awards, and are measured based on the fair value of the award on the date of the grant. See Note 16.

Foreign Currency Translation

Income Taxes

Business Combinations

Noncontrolling Interest

The Company has an 85% ownership interest in Falcon Coffees Limited, which operates our trading business and is reported within our Sustainable Sourcing & Traceability segment. Equity interests not owned by us are reflected as noncontrolling interests. In the Consolidated Statements of Operations, we allocate net income (loss) attributable to non-controlling interest to arrive at net income (loss) attributable to common shareholders based on their proportionate share.

Acquisition, Restructuring and Integration Expense

Restructuring Plans

Recently adopted 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)

Recently issued accounting pronouncements

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

In October 2021, the FASB issued ASU 2021-08, which requires an entity to recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with ASC 606, Revenue from Contracts with Customers, instead of at fair value on the acquisition date as previously required by ASC 805. The amendments improve comparability after the business combination by providing consistent recognition and measurement guidance for acquired revenue contracts and revenue contracts not acquired in a business combination. The updated guidance is effective for public companies for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, and early adoption is permitted. The Company has not yet adopted ASU 2021-08; however, we do not believe this standard will have a material impact on our Consolidated Financial Statements.

Update ASU 2022-04 – Liabilities — Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations

In September 2022, the FASB issued ASU 2022-04 “Liabilities — Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations”, which requires that a company that uses a supplier finance program in connection with the purchase of goods or services disclose sufficient information about the program to allow a user of financial statements to understand the program’s nature, activity during the period, changes from period to period, and potential magnitude. ASU 2022-04 is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, except for the amendment on rollforward information, which is effective for fiscal years beginning after December 15, 2023. Early adoption is permitted. The Company will adopt applicable amendments within ASU 2022-04 on a retrospective basis beginning January 1, 2023. The amendments to ASU 2022-04 do not affect the recognition, measurement or financial statement presentation of obligations covered by supplier finance programs.

Related Party Transactions

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

Related Party Transactions

Note 21. Related Party Transactions

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


	Three Months Ended March 31,
(Thousands)	2023		2022
Interest expense, net:
Brown Brothers Harriman		—		541
Wooster Capital		—		147
Jo Ellen Ford		—		53
Total	$	—	$	741

Note 22. 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)	December 31, 2022		December 31, 2021
Short-term related party debt:
Brown Brothers Harriman⁽¹⁾	$	—	$	34,199

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


	Year Ended December 31,
(Thousands)	2022		2021		2020
Interest expense, net:
Brown Brothers Harriman⁽¹⁾	$	541	$	1,393	$	1,509
Wooster Capital⁽²⁾		503		599		498
Jo Ellen Ford⁽¹⁾		139		214		178
Westrock Finance, LLC⁽²⁾		—		423		460
Total	$	1,183	$	2,629	$	2,645

(1)	Related through common ownership.

(2)	Related through common ownership and management.

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) - USD ($)

Common Stock

Common Class A [Member]

CIK 0001846136 Riverview Acquisition Corp

Common Stock

Common Class B [Member]

CIK 0001846136 Riverview Acquisition Corp

Common Stock

Additional Paid-in Capital

CIK 0001846136 Riverview Acquisition Corp

Accumulated Deficit

CIK 0001846136 Riverview Acquisition Corp

Total

Balance at beginning of period (in shares) at Dec. 31, 2019

34,202,000

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Balance at end of period (in shares) at Dec. 31, 2020

$ (129,171,000)

34,202,000

Increase (Decrease) in Stockholders' Equity [Roll Forward]

(21,947,000)

Balance at end of period (in shares) at Dec. 31, 2021

$ 0

$ 6,250

$ 0

$ (18,256,253)

$ (18,250,003)

(178,734,000)

^[1]

6,250,000

34,523,000

^[2]

Balance at beginning of period (in shares) at Feb. 03, 2021

$ 0

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Issuance of Class B common stock to Sponsor (in shares)

$ 0

$ 7,188

17,812

25,000

7,187,500

Ending balance at Mar. 31, 2021

$ 0

(8,476)

$ 0

$ 7,188

17,812

(8,476)

16,524

Balance at end of period (in shares) at Mar. 31, 2021

7,187,500

Balance at beginning of period (in shares) at Feb. 03, 2021

$ 0

Increase (Decrease) in Stockholders' Equity [Roll Forward]

(8,413)

Balance at end of period (in shares) at Jun. 30, 2021

$ 0

$ 7,188

17,812

(8,413)

16,587

7,187,500

Balance at beginning of period (in shares) at Feb. 03, 2021

$ 0

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Issuance of Class B common stock to Sponsor (in shares)

$ 7,188

17,812

25,000

7,187,500

Accretion of Class A common stock subject to possible redemption

(536,750)

(23,922,881)

(24,459,631)

5,666,628

Balance at end of period (in shares) at Dec. 31, 2021

$ 0

$ 6,250

(18,256,253)

(18,250,003)

(178,734,000)

^[1]

6,250,000

34,523,000

^[2]

Beginning balance at Mar. 31, 2021

$ 0

$ 7,188

17,812

(8,476)

16,524

Balance at beginning of period (in shares) at Mar. 31, 2021

7,187,500

Increase (Decrease) in Stockholders' Equity [Roll Forward]

$ 0

Balance at end of period (in shares) at Jun. 30, 2021

$ 0

$ 7,188

17,812

(8,413)

16,587

7,187,500

Balance at beginning of period (in shares) at Dec. 31, 2021

$ 0

$ 6,250

(18,256,253)

(18,250,003)

(178,734,000)

^[1]

6,250,000

34,523,000

^[2]

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Ending balance at Mar. 31, 2022

$ 0

172,425

(4,876,000)

$ 0

$ 6,250

(18,083,828)

(18,077,578)

Balance at end of period (in shares) at Mar. 31, 2022

6,250,000

34,856,000

^[2]

Balance at beginning of period (in shares) at Dec. 31, 2021

$ 0

$ 6,250

(18,256,253)

(18,250,003)

(178,734,000)

^[1]

6,250,000

34,523,000

^[2]

Increase (Decrease) in Stockholders' Equity [Roll Forward]

(10,386,515)

Balance at end of period (in shares) at Jun. 30, 2022

$ 0

$ 6,250

(28,765,555)

(28,759,305)

6,250,000

Balance at beginning of period (in shares) at Dec. 31, 2021

$ 0

$ 6,250

(18,256,253)

(18,250,003)

(178,734,000)

^[1]

6,250,000

34,523,000

^[2]

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Ending balance at Dec. 31, 2022

(55,185,000)

^[1]

9,269,000

Balance at end of period (in shares) at Dec. 31, 2022

75,020,000

Beginning balance at Mar. 31, 2022

$ 0

$ 6,250

(18,083,828)

(18,077,578)

Balance at beginning of period (in shares) at Mar. 31, 2022

6,250,000

34,856,000

^[2]

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Accretion of Class A common stock subject to possible redemption

$ 0

(122,787)

(10,558,940)

Balance at end of period (in shares) at Jun. 30, 2022

$ 0

$ 6,250

$ 0

$ (28,765,555)

$ (28,759,305)

6,250,000

Beginning balance at Dec. 31, 2022

^[1]

9,269,000

Balance at beginning of period (in shares) at Dec. 31, 2022

75,020,000

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Ending balance at Mar. 31, 2023

(4,341,000)

$ 10,335,000

Balance at end of period (in shares) at Mar. 31, 2023

75,628,000

[1]	Retroactively adjusted for de-SPAC merger transaction as described in Note 4.
[2]	Retroactively adjusted the three months ended March 31, 2022 for de-SPAC merger transaction as described in Note 4

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

Total of all stockholders' equity (deficit) items, net of receivables from officers, directors, owners, and affiliates of the entity which are attributable to the parent. The amount of the economic entity's stockholders' equity attributable to the parent excludes the amount of stockholders' equity which is allocable to that ownership interest in subsidiary equity which is not attributable to the parent (noncontrolling interest, minority interest). This excludes temporary equity and is sometimes called permanent equity.

Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 852
-SubTopic 10
-Section 55
-Paragraph 10
-URI https://asc.fasb.org/extlink&oid=84165509&loc=d3e56426-112766

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 310
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 4.E)
-URI https://asc.fasb.org/extlink&oid=122038336&loc=d3e74512-122707

Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(31))
-URI https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682

Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(29))
-URI https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682

Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(30))
-URI https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682

Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 10
-Section 50
-Paragraph 28
-Subparagraph (f)
-URI https://asc.fasb.org/extlink&oid=123596393&loc=d3e14064-108612

Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 323
-SubTopic 10
-Section 50
-Paragraph 3
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=114001798&loc=d3e33918-111571

STOCKHOLDERS' EQUITY (Details)	6 Months Ended	11 Months Ended
STOCKHOLDERS' EQUITY (Details)	Jun. 30, 2022 Vote $ / shares shares	Dec. 31, 2021 Vote $ / shares shares	Mar. 31, 2023 $ / shares shares	Dec. 31, 2022 $ / shares shares
Stockholder's Equity [Abstract]
Preferred Stock, Shares Authorized		26,000,000	26,000,000	26,000,000
Preferred Stock, Par or Stated Value Per Share \| $ / shares		$ 0.01	$ 0.01	$ 0.01
Preferred Stock, Shares Issued		0	0	0
Preferred Stock, Shares Outstanding		0	0	0
Common Stock, Shares Authorized		39,389,000	300,000,000	300,000,000
Common Stock, Shares, Issued		34,523,000	75,628,000	75,020,000
Common Stock, Shares, Outstanding		34,523,000	75,628,000	75,020,000
CIK 0001846136 Riverview Acquisition Corp
Stockholder's Equity [Abstract]
Preferred Stock, Shares Authorized	1,000,000	1,000,000
Preferred Stock, Par or Stated Value Per Share \| $ / shares	$ 0.001	$ 0.001
Preferred Stock, Shares Issued	0	0
Preferred Stock, Shares Outstanding	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%
Common Class A [Member] \| CIK 0001846136 Riverview Acquisition Corp
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
Redeemable Common Preferred Units Outstanding (in units)	25,000,000	25,000,000
Common Stock, Shares Authorized	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	0	0
Common Class B [Member] \| CIK 0001846136 Riverview Acquisition Corp
Stockholder's Equity [Abstract]
Common Stock, Shares Authorized	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	6,250,000	6,250,000

Series A Preferred Shares

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

Series A Preferred Shares.

Note 13. Series A Preferred Shares

In connection with the Transaction, the Company issued 23,587,952 Westrock Series A Preferred Shares, which rank senior to the Common Shares with respect to dividend rights and/or distribution rights upon the liquidation, winding up or dissolution, as applicable, of Westrock. Each holder of Westrock Series A Preferred Shares is entitled to vote, on an as-converted basis, as a single class with the holders of Common Shares and the holders of any other class or series of capital stock of Westrock then entitled to vote with the Common Shares on all matters submitted to a vote of the holders of Common Shares.

The initial liquidation preference of Westrock Series A Preferred Shares is $11.50 per share, plus any declared but unpaid dividends and subject to accretion under certain circumstances. In the event of our liquidation, dissolution or winding up, holders of Westrock Series A Preferred Shares are entitled to receive, per Westrock Series A Preferred Share, the greater of (a) the liquidation preference and (b) the amount such holder would have received had they converted their Westrock Series A Preferred Shares into Common Shares immediately prior to such liquidation event.

Holders of Westrock Series A Preferred Shares may voluntarily convert their Westrock Series A Preferred Shares into a whole number of Common Shares at any time at a rate equal to the quotient of (a) the liquidation preference as of the applicable conversion date, divided by (b) the conversion price as of the applicable conversion date, which is currently $11.50 per Westrock Series A Preferred Share, plus cash in lieu of fractional shares. The initial conversion price of $11.50 per Westrock Series A Preferred Share is subject to customary adjustments for the issuance of Common Shares as a dividend or distribution to the holders of Common Shares, a subdivision or combination of the Common Shares, reclassification of the Common Shares into a greater or lesser number of Common Shares, certain tender or exchange offers for the Common Shares, and issuances of Common Shares below a specified price.

After February 26, 2028 (i.e., the five and a half year anniversary of the Closing), any holder of Westrock Series A Preferred Shares may require Westrock to redeem all or any whole number of such holder’s Westrock Series A Preferred Shares in cash, subject to applicable law and the terms of any credit agreement or similar arrangement pursuant to which a third-party lender provides debt financing to Westrock or its subsidiaries, at a redemption price per share equal to the greater of (a) the liquidation preference and (b) the product of (i) the number of Common Shares that would have been obtained from converting one Westrock Series A Preferred Share on the redemption notice date and (ii) the simple average of the daily volume weighted average price per Common Share for the ten trading days ending on and including the trading day immediately preceding the redemption notice date.

At any time after February 26, 2028 (i.e., the five and a half year anniversary of the date of Closing), Westrock may redeem, ratably, in whole or, from time to time in part, the Westrock Series A Preferred Shares of any holder then outstanding at the redemption price in cash, equal to the greater of (i) the liquidation preference and (ii) the product of (x) the number of Common Shares that would have been obtained from converting one Westrock Series A Preferred Share on the date of the exercise of such call is notified by Westrock (including fractional shares for this purpose) and (y) the simple average of the daily volume weighted average price per Common Share for the ten trading days ending on and including the trading day immediately preceding the date of the exercise of such call by Westrock. The redemption price for the Westrock Series A Preferred Shares held by controlled affiliates of Brown Brothers Harriman & Co. (“BBH Investors”) may not be less than the $18.50 per Westrock Series A Preferred Share (subject to adjustments); provided that, Westrock may redeem such shares in such a case if it pays an incremental price per share on the redemption date to the BBH Investors equal to the difference between $18.50 (subject to adjustments) and the redemption price otherwise.

Upon issuance, the Westrock Series A Preferred Shares were recorded on our Condensed Consolidated Balance Sheets at fair value. Subsequently, the Company will accrete changes in the redemption value from the date of issuance to the earliest redemption

date (i.e., the five and a half year anniversary of the date of Closing) using the effective interest rate method. The accretion will be recorded as a deemed dividend, which adjusts retained earnings (or in the absence of retained earnings, additional paid-in capital) and earnings attributable to common shareholders in computing basic and diluted earnings per share. However, at no time will the Westrock Series A Preferred Shares be reported at a value less than its initial carrying value. For the three months ended March 31, 2023, the Company recorded $0.4 million of accretion with respect to the Westrock Series A Preferred Shares.

Note 13. Series A Preferred Shares

Upon issuance, the Westrock Series A Preferred Shares were recorded on our Consolidated Balance Sheets at fair value. Subsequently, the Company will accrete changes in the redemption value from the date of issuance to the earliest redemption date (i.e., the five and a half year anniversary of the date of Closing) using the effective interest rate method. The accretion will be recorded as a deemed dividend, which adjusts retained earnings (or in the absence of retained earnings, additional paid-in capital) and earnings attributable to common shareholders in computing basic and diluted earnings per share. However, at no time will the Westrock Series A Preferred Shares be reported at a value less than its initial carrying value. For the year ended December 31, 2022 the Company recorded $1.3 million of accretion with respect to the Westrock Series A Preferred Shares.

Related Party Transactions (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

Schedule of transactions with related parties


	Three Months Ended March 31,
(Thousands)	2023		2022
Interest expense, net:
Brown Brothers Harriman		—		541
Wooster Capital		—		147
Jo Ellen Ford		—		53
Total	$	—	$	741


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

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


	Year Ended December 31,
(Thousands)	2022		2021		2020
Interest expense, net:
Brown Brothers Harriman⁽¹⁾	$	541	$	1,393	$	1,509
Wooster Capital⁽²⁾		503		599		498
Jo Ellen Ford⁽¹⁾		139		214		178
Westrock Finance, LLC⁽²⁾		—		423		460
Total	$	1,183	$	2,629	$	2,645

(1)	Related through common ownership.

(2)	Related through common ownership and management.

Acquisitions - Purchase price allocation of the assets acquired, and liabilities assumed (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022	Nov. 14, 2022	Aug. 26, 2022	Dec. 31, 2021	Dec. 31, 2020	Feb. 28, 2020	Dec. 31, 2019
Business Acquisition
Goodwill	$ 116,090	$ 113,999		$ 0	$ 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
Kohana Coffee, LLC
Business Acquisition
Cash and cash equivalents			$ 797
Accounts receivable			881
Inventory			2,306
Property, plant and equipment			8,387
Goodwill	$ 100		17,089
Intangible assets			11,638
Accounts payable and accrued liabilities			(1,838)
Total			$ 39,117

Leases (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

Leases

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


(Thousands)	Balance Sheet Location	March 31, 2023		December 31, 2022
Right-of-use operating lease assets	Operating lease right-of-use assets	$	16,115	$	11,090
Operating lease liabilities - current	Accrued expenses and other current liabilities		3,206		2,832
Operating lease liabilities - noncurrent	Other long-term liabilities		13,253		8,424


(Thousands)	Balance Sheet Location	December 31, 2022
Right-of-use operating lease assets	Other long-term assets	$	11,090
Operating lease liabilities - current	Accrued expenses and other current liabilities		2,832
Operating lease liabilities - noncurrent	Other long-term liabilities		8,424

Schedule of components of lease costs


(Thousands)	Three Months Ended March 31, 2023		Three Months Ended March 31, 2022
Operating lease cost	$	1,221	$	929
Short-term lease cost		234		254
Total	$	1,455	$	1,183


	March 31, 2023			March 31, 2022
Weighted-average discount rate		8.0	%		7.4	%
Weighted-average remaining lease term		5.3	years		5.5	years


(Thousands)	Three Months Ended March 31, 2023		Three Months Ended March 31, 2022
Operating cash flows from operating leases	$	1,065	$	832


	Year Ended
(Thousands)	December 31, 2022
Operating lease cost	$	907
Short-term lease cost		235
Total	$	1,142

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


	December 31, 2022
Weighted-average discount rate		8.4%
Weighted-average remaining lease term		4.6 years

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


	Year Ended
(Thousands)	December 31, 2022
Operating cash flows from operating leases	$	891

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


(Thousands)
Remainder of 2023	$	3,212
2024		4,382
2025		3,277
2026		2,609
2027		2,589
Thereafter		4,239
Total future minimum lease payments		20,308
Less: imputed interest		(3,849)
Present value of minimum lease payments	$	16,459

Future minimum lease payments under non-cancellable operating leases as of December 31, 2022 are as follows:


(Thousands)
2023	$	3,713
2024		3,264
2025		2,130
2026		1,435
2027		1,385
Thereafter		1,740
Total future minimum lease payments		13,667
Less: imputed interest		(2,411)
Present value of minimum lease payments	$	11,256

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

Goodwill (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

Goodwill.

Schedule of changes in carrying amount of goodwill


	Beverage
(Thousands)	Solutions		Total
Balance at December 31, 2022
Goodwill	$	190,882	$	190,882
Accumulated impairment loss		(76,883)		(76,883)
		113,999		113,999
Changes during the period:
Acquisitions		1,948		1,948
Measurement period adjustments		143		143

Balance at March 31, 2023
Goodwill		192,973		192,973
Accumulated impairment loss		(76,883)		(76,883)
	$	116,090	$	116,090


	Beverage
(Thousands)	Solutions		Total
Balance at December 31, 2019
Goodwill	$	14,616	$	14,616
Changes during the period:
Acquisitions		159,320		159,320
Impairments		(76,883)		(76,883)
		97,053		97,053
Balance at December 31, 2020
Goodwill	$	173,936	$	173,936
Accumulated impairment loss		(76,883)		(76,883)
		97,053		97,053
Balance at December 31, 2021
Goodwill	$	173,936	$	173,936
Accumulated impairment loss		(76,883)		(76,883)
		97,053		97,053
Changes during the period:
Acquisitions		16,946		16,946
		16,946		16,946
Balance at December 31, 2022
Goodwill	$	190,882	$	190,882
Accumulated impairment loss		(76,883)		(76,883)
	$	113,999	$	113,999

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

Derivatives - Other (Details) lb in Millions, $ in Millions	3 Months Ended		12 Months Ended
Derivatives - Other (Details) lb in Millions, $ in Millions	Mar. 31, 2023 USD ($) lb	Mar. 31, 2022 USD ($) lb	Dec. 31, 2022 USD ($) lb	Dec. 31, 2021 USD ($) lb	Dec. 31, 2020 USD ($)
Derivatives
Net gains reported in AOCI expected to be reclassified \| $	$ (3.3)		$ 12.3
Cash flow hedging
Derivatives
Net gains reported in AOCI expected to be reclassified \| $	$ (0.7)	$ 4.1	$ 13.1	$ 7.2	$ 1.7
Coffee futures contracts \| Cash flow hedging
Derivatives
Notional amount of derivative purchased	8.4	41.3
Coffee futures contracts \| Designated as hedges \| Cash flow hedging
Derivatives
Derivative notional amount	5.6		29.2	7.9
Notional amount of derivative purchased			98.6
Coffee options \| Designated as hedges \| Cash flow hedging
Derivatives
Notional amount of derivative purchased				105.5

Derivatives - Fair value of assets and liabilities (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Derivatives
Fair value of derivative assets	$ 13,390	$ 15,053	$ 13,765
Fair value of derivative liabilities	3,806	7,592	14,021
Designated as hedges
Derivatives
Fair value of derivative assets			172
Fair value of derivative liabilities	302	3,334
Designated as hedges \| Coffee futures contracts \| Derivative assets
Derivatives
Fair value of derivative assets			172
Designated as hedges \| Coffee futures contracts \| Derivative liabilities
Derivatives
Fair value of derivative liabilities	$ 302	3,334
Not designated as hedges
Derivatives
Fair value of derivative assets		15,053	13,593
Fair value of derivative liabilities		4,258	14,021
Not designated as hedges \| Forward sales contracts \| Derivative assets
Derivatives
Fair value of derivative assets		15,053	13,593
Not designated as hedges \| Forward purchase contracts \| Derivative liabilities
Derivatives
Fair value of derivative liabilities		$ 4,258	$ 14,021

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

Equity-Based Compensation - Unit option - Other (Details) $ / shares in Units, $ in Millions	12 Months Ended
	Dec. 31, 2022 USD ($) D $ / shares shares	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)	Aug. 31, 2022 D $ / shares
Share-Based Compensation Arrangement by Share-Based Payment Award
Options granted (in shares) \| shares	274,868
Stock based compensation expenses \| $	$ 0.6	$ 0.5	$ 0.4
Compensation cost not yet recognized \| $	$ 0.3
2022 Equity Plan
Share-Based Compensation Arrangement by Share-Based Payment Award
Number of trading days \| D	10
Number of Consecutive Trading Days \| D	30
Share price (in dollars per share) \| $ / shares	$ 18.50
Restricted Awards
Share-Based Compensation Arrangement by Share-Based Payment Award
Stock based compensation expenses \| $	$ 0.3	$ 0.8	$ 1.2
Restricted Awards \| 2022 Equity Plan
Share-Based Compensation Arrangement by Share-Based Payment Award
Number of trading days \| D				10
Number of Consecutive Trading Days \| D				30
Share price (in dollars per share) \| $ / shares				$ 18.50
Employee
Share-Based Compensation Arrangement by Share-Based Payment Award
Vesting period	4 years
Option expiration period	10 years
Period to recognized compensation cost	4 years
Options outstanding, intrinsic value \| $	$ 12.3
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 \| Realization of cash proceeds on all CEP Units
Share-Based Compensation Arrangement by Share-Based Payment Award
Vesting period	1 year

Debt

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

Debt

Debt

Note 12. Debt

Our long-term debt at March 31, 2023 and December 31, 2022 is as follows:


(Thousands)	March 31, 2023		December 31, 2022
Term loan facility	$	170,625	$	175,000
Revolving credit facility		55,000		—
International trade finance lines		42,855		42,905
International notes payable		1,528		1,750
Other loans		21		25
Total debt		270,029		219,680
Unamortized debt costs		(2,602)		(2,769)
Current maturities of long-term debt		(9,287)		(11,504)
Short-term debt		(42,855)		(42,905)
Long-term debt, net	$	215,285	$	162,502

Credit Agreement

On August 29, 2022, the Company entered into a credit agreement (the “Credit Agreement”) among the Company, Westrock Beverage Solutions, LLC, as the borrower (the “Borrower”), Wells Fargo Bank, N.A., as administrative agent, collateral agent, and swingline lender, Wells Fargo Securities, LLC, as sustainability structuring agent, and each issuing bank and lender party thereto. The

Credit Agreement includes (a) a senior secured first lien revolving credit facility in an initial aggregate principal amount of $175.0 million (the “Revolving Credit Facility”) and (b) a senior secured first lien term loan facility in an initial aggregate principal amount of $175.0 million (the “Term Loan Facility”). Proceeds from the Term Loan Facility were used for paying off existing indebtedness. The Revolving Credit Facility and the Term Loan Facility will mature on August 29, 2027. All obligations under the Credit Agreement are guaranteed by the Company and each of the Borrower’s domestic subsidiaries, which comprise our Beverage Solutions segment, and are secured by substantially all of the Company’s assets.

Borrowings under the Revolving Credit Facility and the Term Loan Facility will bear interest, at the Borrower’s option, initially at an annual rate equal to (i) Term SOFR plus a credit spread adjustment of 0.10% for loans with an interest period of one month, 0.15% for loans with an interest period of three months and 0.25% for loans with an interest period of six months, as applicable, (the “Adjusted Term SOFR”) or (ii) the base rate (determined by reference to the greatest of (i) the rate of interest last quoted by The Wall Street Journal in the U.S. as the prime rate in effect, (ii) the NYFRB Rate from time to time plus 0.50% and (iii) the Adjusted Term SOFR for a one month interest period plus 1.00%, (the “Base Rate”)), in each case plus the Applicable Margin. The Applicable Margin ranges from 1.50% to 2.50% for Adjusted Term SOFR loans and from 0.50% to 1.50% for Base Rate loans, in each case depending on the total net leverage ratio. Commitment fees on the daily unused amount of commitments under the Revolving Credit Facility range from 0.20% to 0.35% depending on the total net leverage ratio. At March 31, 2023, we had $55.0 million of outstanding borrowings under the Revolving Credit Facility, with a weighted average interest rate of 7.3%, and the interest rate applicable to our Term Loan Facility was 7.4%.

The Term Loan Facility requires quarterly principal payments during the first three years of approximately $2.2 million (1.25% of the original principal balance). Quarterly payments increase to approximately $3.3 million and $4.4 million (1.875% and 2.5% of the original principal balance) during the fourth and fifth years, respectively.

We incurred $6.0 million of financing fees in connection with the Credit Agreement. $3.0 million of the fees were allocated to the Term Loan Facility and are being amortized utilizing the frozen effective yield method based on the interest rate in place at the issuance of the Term Loan Facility. $3.0 million of the fees were allocated to the Revolving Credit Facility, are reported within other long-term assets on the Condensed Consolidated Balance Sheets and are being amortized ratably over the term of the Revolving Credit Facility.

On February 14, 2023, the Company entered into an Incremental Assumption Agreement and Amendment No. 1 (the “Amendment”) to its Credit Agreement, which established a new class of incremental term loan commitments in the form of a senior secured delayed draw term loan credit facility (the “Delayed Draw Term Loan Facility”) in the aggregate principal amount of $50.0 million, proceeds of which may be used to fund capital expenditures related to our extract and ready-to-drink facility in Conway, Arkansas, or for general corporate purposes.

The interest rates under the Delayed Draw Term Loan Facility are the same as the interest rates with respect to the initial term loans under the existing Term Loan Facility, and the commitment fees applying to the unused portion of the Delayed Draw Term Loan Facility are the same as the commitment fees with respect to the Revolving Credit Facility. Any delayed draw term loan funded under the Delayed Draw Term Loan Facility will mature on August 29, 2027. As of the date of this Quarterly Report on Form 10-Q, no borrowings have been made under the Delayed Draw Term Loan Facility.

We had $2.6 million of standby letters of credit outstanding at March 31, 2023.

The Credit Agreement contains two financial covenants requiring maintenance of a total net leverage ratio not to exceed 4.50 to 1.00, with a stepdown to 4.00 to 1.00 on the 18-month anniversary of the closing date of Credit Agreement (with an option to increase to 4.50 to 1.00 following certain permitted acquisitions), and an interest coverage ratio of at least 1.50 to 1.00 (the “Financial Covenants”). As of March 31, 2023, the Company was in compliance with the Financial Covenants.

International Debt and Lending Facilities

On March 21, 2023, the Company entered into a $70 million working capital trade finance facility with multiple financial institutions through its subsidiary, Falcon. The facility replaced Falcon’s then existing working capital trade finance facility. The new facility is uncommitted and repayable on demand, with certain of Falcon’s assets pledged as collateral against the facility. The new facility will mature one year from inception. Borrowings under the new facility will bear interest at the borrower’s option at a rate equal to (a) Term SOFR, as defined in the new facility, plus a margin of 4.00% plus a liquidity premium set by the lender at the time

of borrowing or (b) the Base Rate (determined by reference to the greatest of (i) the Prime Rate, as defined in the new facility, at such time, (ii) one-half of 1.00% in excess of the Federal Funds Effective Rate, as defined in the new facility, at such time, and (iii) Term SOFR for a one-month tenor in effect at such time plus 1.00%). At March 31, 2023, there was $35.0 million outstanding under the facility, which is recorded in short-term debt in the Condensed Consolidated Balance Sheets. 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 March 31, 2023.

Westrock Coffee International, LLC, through its subsidiary Rwanda Trading Company, maintains two mortgage-backed lending facilities with a local bank in Rwanda: (a) a short-term trade finance facility with a balance of $7.8 million at March 31, 2023 and (b) a long-term note payable with a balance of $1.5 million at March 31, 2023.

Note 12. Debt

Our long-term debt as of December 31, 2022 and 2021 was as follows:


(Thousands)	December 31, 2022		December 31, 2021
Term loan facility	$	175,000	$	—
Prior term loan facility		—		235,668
Prior ABL facility		—		51,890
International trade finance lines		42,905		4,510
International notes payable		1,750		3,126
Other loans		25		25
Total debt		219,680		295,219
Unamortized debt costs		(2,769)		(4,910)
Current maturities of long-term debt		(11,504)		(8,735)
Short-term debt		(42,905)		(4,510)
Long-term debt, net	$	162,502	$	277,064

The following table summarizes our long-term debt payments required in each of the next five years and thereafter:


(Thousands)
2023	$	11,504
2024		9,367
2025		10,244
2026		14,408
2027		131,252
Thereafter		—
Total	$	176,775

Credit Agreement

swingline lender, Wells Fargo Securities, LLC, as sustainability structuring agent, and each issuing bank and lender party thereto. The Credit Agreement includes (a) a senior secured first lien revolving credit facility in an initial aggregate principal amount of $175.0 million (the “Revolving Credit Facility”) and (b) a senior secured first lien term loan facility in an initial aggregate principal amount of $175.0 million (the “Term Loan Facility”). Proceeds from the Term Loan Facility were used for paying off existing indebtedness. The Revolving Credit Facility and the Term Loan Facility will mature on August 29, 2027. All obligations under the Credit Agreement are guaranteed by the Company and each of the Borrower’s domestic subsidiaries, which comprise our Beverage Solutions segment, and are secured by substantially all of the Company’s assets.

Borrowings under the Revolving Credit Facility and the Term Loan Facility will bear interest, at the Borrower’s option, initially at an annual rate equal to (i) Term SOFR plus a credit spread adjustment of 0.10% for loans with an interest period of one month, 0.15% for loans with an interest period of three months and 0.25% for loans with an interest period of six months, as applicable, (the “Adjusted Term SOFR”) or (ii) the base rate (determined by reference to the greatest of (i) the rate of interest last quoted by The Wall Street Journal in the U.S. as the prime rate in effect, (ii) the NYFRB Rate from time to time plus 0.50% and (iii) the Adjusted Term SOFR for a one month interest period plus 1.00%, (the “Base Rate”)), in each case plus the Applicable Margin. The Applicable Margin ranges from 1.50% to 2.50% for Adjusted Term SOFR loans and from 0.50% to 1.50% for Base Rate loans, in each case depending on the total net leverage ratio. Commitment fees on the daily unused amount of commitments under the Revolving Credit Facility range from 0.20% to 0.35% depending on the total net leverage ratio. At December 31, 2022, the Revolving Credit Facility was undrawn (other than the standby letters of credit outstanding described below) and the interest rate applicable to our Term Loan Facility was 5.7%.

We incurred $6.0 million of financing fees in connection with the Credit Agreement. $3.0 million of the fees were allocated to the Term Loan Facility and are being amortized utilizing the frozen effective yield method based on the interest rate in place at the issuance of the Term Loan Facility. $3.0 million of the fees were allocated to the Revolving Credit Facility, are reported within other long-term assets on the Consolidated Balance Sheets and are being amortized ratably over the term of the Revolving Credit Facility.

We had $2.6 million of standby letters of credit outstanding at December 31, 2022.

The Credit Agreement contains two financial covenants requiring maintenance of a total net leverage ratio not to exceed 4.50 to 1.00, with a stepdown to 4.00 to 1.00 on the 18-month anniversary of the closing date of the Credit Agreement (with an option to increase to 4.50 to 1.00 following certain permitted acquisitions), and an interest coverage ratio of at least 1.50 to 1.00 (the “Financial Covenants”). At December 31, 2022, and the date of these financial statements, we were in compliance with the Financial Covenants.

Prior Term Loan Facility

On February 28, 2020, Westrock Beverage Solutions, LLC, as borrower, borrowed $240.0 million of term loans from various financial institutions pursuant to a loan and security agreement (the “Prior Term Loan Agreement”) (such term loans, the “Prior Term Loan Facility”). In connection with the Closing, all outstanding Prior Term Loan Facility balances were repaid, and the associated Prior Term Loan Agreement was terminated. The Company paid a $1.6 million early termination fee, and wrote off $4.0 million of unamortized deferred financing fees associated with the termination of the Prior Term Loan Facility, which are recorded within interest expense on the Consolidated Statement of Operations.

Prior ABL Facility

On February 28, 2020, Westrock Beverage Solutions, LLC, as borrower, entered into a loan and security agreement with Bank of America as administrative agent (the “Prior ABL Credit Agreement”) that created an asset-based loan of $90.0 million (the “Prior ABL Facility”). In connection with the Closing, all outstanding Prior ABL Facility balances were repaid, and the associated Prior ABL Credit Agreement was terminated. Upon termination, we wrote off $0.3 million of the $1.3 million unamortized deferred financing fees associated with the Prior ABL Facility, which are recorded within interest expense on the Consolidated Statement of Operations. The remaining unamortized deferred financing fees were allocated to the new Revolving Credit Facility and will be amortized over the life of the Revolving Credit Facility. Outstanding letters of credit under the Prior ABL Facility were replaced by letters of credit under the Credit Agreement.

International Debt and Lending Facilities

Falcon maintains a working capital trade finance facility with multiple financial institutions, which prior to March 16, 2022, was agented by Brown Brothers Harriman (“BBH”), a related party of the Company through its equity interests in the Company, and was reported as short-term related party debt on the Consolidated Balance Sheets. On March 16, 2022, Falcon refinanced its working capital trade finance facility, and the facility was transferred to different lenders with the same terms as the previous facility. At the time of refinance, there was $49.3 million outstanding under the facility. The new facility is uncommitted and repayable on demand. Certain of Falcon’s assets with a net book amount of $39.8 million have been pledged as collateral against the facility as of December 31, 2022. On April 29, 2022, the facility size increased from $50.0 million to $55.0 million and subsequently, on June 16, 2022, the facility size increased to $62.5 million. On December 9, 2022, the facility size decreased from $62.5 million to $47.5 million and subsequently, on December 20, 2022, the facility was modified for various definitions, clauses and schedules within the facility agreement.

At December 31, 2022, there was $36.3 million outstanding under the facility, which is recorded in short-term debt in the Consolidated Balance Sheets. Interest is payable monthly at the U.S. Prime Rate plus 2.50%, subject to a minimum rate of 5.00%. The facility carries an agent fee of 0.25% of total available capital. Availability under the facility is subject to a borrowing base calculation. Falcon’s facility contains certain restrictive financial covenants which require Falcon to maintain certain levels of working capital, debt, and net worth. Falcon was in compliance with these financial covenants as of December 31, 2022, and the date of these financial statements.

Westrock Coffee International, LLC, through its subsidiary Rwanda Trading Company, maintains two stock and mortgage-backed lending facilities with a local bank in Rwanda: a short-term trade finance facility with a balance of $6.6 million at December 31, 2022 and a long-term note payable with a balance of $1.8 million at December 31, 2022.

Subordinated Related Party Debt

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

Substantially concurrently with the Closing and pursuant to the terms of their respective subscription agreements with the Company, Wooster and Jo Ellen Ford contributed their respective Subordinated Notes to the Company and in exchange for such contribution, the Company issued Common Shares to Wooster and Jo Ellen Ford. The Company issued a total of 1,330,000 Common Shares in exchange for the contribution of the Subordinated Notes, which were subsequently extinguished.

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

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.

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-URI https://asc.fasb.org/topic&trid=2208564

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (h)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1C
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (g)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1C
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1C
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1E
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495348-112611

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (i)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Acquisitions - Other (Details) - USD ($) $ in Thousands				2 Months Ended	10 Months Ended
Acquisitions - Other (Details) - USD ($) $ in Thousands	Feb. 28, 2023	Nov. 14, 2022	Feb. 28, 2020	Dec. 31, 2022	Dec. 31, 2020	Mar. 31, 2023	Aug. 26, 2022	Dec. 31, 2021	Dec. 31, 2019
Business Acquisition
Revenue of acquiree				$ 1,500
Operating loss of acquiree				500
Goodwill				$ 113,999	$ 97,053	$ 116,090	$ 0	$ 97,053	$ 14,616
S&D Acquisition
Business Acquisition
Business acquisition ownership, percentage			100.00%
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
Cash consideration			$ 401,619
Goodwill			159,320
S&D Acquisition \| Delayed Draw Term Loan Facility
Business Acquisition
Proceeds from debt			240,000
S&D Acquisition \| Asset-based lending facility
Business Acquisition
Proceeds from debt			$ 25,000
Bixby Roasting Co.
Business Acquisition
Shares of common stock issued by Company	39,778
Net assets acquired	$ 700
Cash consideration	2,600
Cash consideration.	2,200
Goodwill	$ 1,900
Kohana Coffee, LLC
Business Acquisition
Business acquisition ownership, percentage		100.00%
Shares of common stock issued by Company		1,852,608
Cash consideration		$ 39,117
Cash consideration.		15,682
Goodwill		$ 17,089				$ 100

INCOME TAX (Details) - USD ($)	3 Months Ended				5 Months Ended	6 Months Ended		11 Months Ended	12 Months Ended
INCOME TAX (Details) - USD ($)	Mar. 31, 2023	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2021	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Components of Deferred Tax Assets [Abstract]
Deferred Tax Assets, Operating Loss Carryforwards								$ 8,850,000	$ 13,483,000	$ 8,850,000
Total								22,025,000	37,739,000	22,025,000
Valuation Allowance								(1,145,000)	(8,464,000)	(1,145,000)	$ (513,000)
Total deferred tax assets, net								20,880,000	29,275,000	20,880,000
Federal
Deferred Federal Income Tax Expense (Benefit)									173,000	(4,617,000)	(15,230,000)
State and Local
Current									529,000	179,000	201,000
Deferred									81,000	(901,000)	(3,003,000)
Effective Income Tax Rate Reconciliation, Change in Deferred Tax Assets Valuation Allowance, Amount									7,319,000	632,000	513,000
Income tax expense (benefit)	$ (4,359,000)		$ (1,584,000)						111,000	$ (3,368,000)	$ (17,545,000)
Operating Loss Carryforwards									$ 42,900,000
Effective Income Tax Rate Reconciliation, Percent
Income tax provision	50.20%		25.20%						(0.20%)	13.60%	12.00%
CIK 0001846136 Riverview Acquisition Corp
Components of Deferred Tax Assets [Abstract]
Deferred Tax Assets, Operating Loss Carryforwards								31,111		$ 31,111
Startup/Organization Expenses								149,455		149,455
Unrealized gain/loss - Trust								(2,137)		(2,137)
Total								178,429		178,429
Valuation Allowance								(178,429)		(178,429)
Federal
Deferred Federal Income Tax Expense (Benefit)								(178,429)
State and Local
Effective Income Tax Rate Reconciliation, Change in Deferred Tax Assets Valuation Allowance, Amount								178,429
Income tax expense (benefit)		$ 34,787		$ 0	$ 0	$ 34,787
Operating Loss Carryforwards								$ 148,147		$ 148,147
Effective Income Tax Rate Reconciliation, Percent
Statutory federal income tax rate		21.00%		21.00%		21.00%	21.00%	21.00%
State taxes, net of federal tax benefit								0.00%
Change in fair value of warrants								(28.50%)
Change in fair value of over-allotment liability								(0.40%)
Transaction costs								4.80%
Meals and entertainment								0.00%
Valuation allowance								3.10%
Income tax provision		0.33%		0.00%		0.34%	0.00%	0.00%

Series A Preferred Shares (Details)		3 Months Ended	12 Months Ended
Series A Preferred Shares (Details)	Aug. 26, 2022 D item $ / shares shares	Mar. 31, 2023 USD ($) D $ / shares shares	Dec. 31, 2022 USD ($)
Temporary Equity [Line Items]
Conversion price		$ 11.50
Term of anniversary	5 years 6 months	5 years 6 months
Number of shares converted	1	1
Threshold number of days \| D	10	10
Redemption price per share	$ 18.50	$ 18.50
Series A Preferred Shares
Temporary Equity [Line Items]
Shares issued \| shares	23,587,952	23,587,952
Liquidation preference per share	$ 11.50	$ 11.50
Conversion price	11.50	$ 11.50
Accretion value \| $		$ 400,000	$ 1,300,000
Series A Preferred Shares \| Minimum
Temporary Equity [Line Items]
Redemption price per share	$ 18.50	$ 18.50

Leases - Schedule of components of lease costs (Details) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Lease Cost
Operating lease cost	$ 1,221	$ 929	$ 929
Short-term lease cost	234	254	254
Total	$ 1,455	$ 1,183	$ 1,142

PRIVATE PLACEMENT

6 Months Ended

Jun. 30, 2022

PRIVATE PLACEMENT

NOTE 4. PRIVATE PLACEMENT

Revenue

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

Revenue

Revenue

Note 5. 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 and geographic area, based on customer location, for the periods indicated is as follows:


	Three Months Ended March 31,
(Thousands)	2023		2022
Coffee & tea	$	146,349	$	121,682
Flavors, extracts & ingredients		33,862		25,666
Other		998		1,014
Green coffee		24,233		38,066
Net sales	$	205,442	$	186,428


	Three Months Ended March 31,
(Thousands)	2023		2022
United States	$	185,561	$	153,016
All other countries		19,881		33,412
Net sales	$	205,442	$	186,428

Note 5. Revenue

Revenue from Contracts with Customers (ASC 606)

At times, the Company may enter into agreements in which its Sustainable Sourcing & Traceability segment will sell inventory to a third party, from whom the Company’s Beverage Solutions segment has an obligation to repurchase. Such transactions are accounted for as financing transactions in accordance with ASC 606. At December 31, 2022, the Company has $14.6 million of such repurchase agreement obligations, collateralized by the corresponding inventory, that are recorded within accrued expenses and other current liabilities on the Consolidated Balance Sheets. Net cash flows associated with these repurchase agreements are reported as financing activities in the Consolidated Statements of Cash Flows.

Revenue from Forward Contracts (ASC 815)

Revenues from commodity contracts are recognized in revenues for the contractually stated amount when the contracts are settled. Settlement generally occurs upon shipment or delivery of the product when title and risks and rewards of ownership transfers to the customer. Prior to settlement, these forward sales contracts are recognized at fair value with the unrealized gains or losses recorded within cost of sales on our Consolidated Statements of Operations. For the years ended December 31, 2022, 2021 and 2020, we recorded $8.8 million of net unrealized gains, $4.8 million of net unrealized losses and $2.2 million of net unrealized gains, respectively, within costs of sales.

Contract Estimates

Contract Balances

Contract balances relate primarily to advances received from the Company’s customers before revenue is recognized. The Company does not have any material contract liabilities as of December 31, 2022 or 2021. Receivables from contracts with customers are included in accounts receivable, net on the Company’s Consolidated Balance Sheets. At December 31, 2022 and 2021, accounts receivable, net included $104.7 million and $89.0 million in receivables from contracts with customers, respectively.

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

Concentration of Customers

Disaggregated Revenue

Further disaggregation of revenues from sales to external customers by type and geographic area, based on customer location, is as follows:


	Year Ended December 31,
(Thousands)	2022		2021		2020
Coffee & tea	$	569,464	$	445,466	$	344,919
Flavors, extracts & ingredients		112,155		98,850		72,460
Other		3,684		6,697		7,527
Green coffee		182,569		147,131		125,940
Net sales	$	867,872	$	698,144	$	550,846


	Year Ended December 31,
(Thousands)	2022		2021		2020
United States	$	719,437	$	583,011	$	445,210
All other countries		148,435		115,133		105,636
Net sales	$	867,872	$	698,144	$	550,846

RELATED PARTY TRANSACTIONS, Promissory Note (Details) - CIK 0001846136 Riverview Acquisition Corp - USD ($)	11 Months Ended
	Dec. 31, 2021	Aug. 10, 2021	Feb. 18, 2021
Promissory Note [Abstract]
Repayment of promissory note - related party	$ (181,341)
Sponsor [Member] \| Promissory Note [Member]
Promissory Note [Abstract]
Promissory note, amount outstanding		$ 181,341
Sponsor [Member] \| Promissory Note [Member] \| Maximum
Promissory Note [Abstract]
Promissory note, maximum borrowing capacity			$ 300,000

Earnings per Share

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

Earnings per Share

Note 18. Earnings per Share

shares at the beginning of the reporting period (or at the time of issuance, if later), and the resulting common shares were included in the number of weighted-average units outstanding.

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


	Three Months Ended March 31,
(Thousands)	2023		2022
Warrants		—		—
Restricted stock		2,210		475
Options		1,517		1,711
If-converted securities		23,583		25,092

The following table sets forth the computation of basic and diluted earnings per share under the two-class method for the periods indicated.


	Three Months Ended March 31,
(Thousands, except per share data)	2023		2022
Basic Earnings per Common Share
Numerator:
Net loss attributable to common shareholders	$	(4,770)	$	(11,613)
Denominator:
Weighted-average common shares outstanding — basic		75,358		34,641
Basic loss per common share	$	(0.06)	$	(0.34)

Diluted Earnings per Common Share
Numerator:
Net loss attributable to common shareholders — basic	$	(4,770)	$	(11,613)
Effect of non-participating securities		(5,529)		—
Net loss attributable to common shareholders — diluted	$	(10,299)	$	(11,613)
Denominator:
Weighted-average common shares outstanding — basic		75,358		34,641
Impact of if-converted securities		—		—
Effect of other dilutive securities		1,335		—
Weighted-average common shares outstanding — diluted		76,693		34,641

Dilutive loss per common share	$	(0.13)	$	(0.34)

Note 19. Earnings per Share

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

The following potentially dilutive securities were excluded from the computation of diluted shares because their inclusion would have an anti-dilutive effect due to our reported loss.


	Year Ended December 31,
(Thousands)	2022		2021		2020
Warrants		19,373		—		—
Restricted stock		1,602		950		1,425
Options		3,217		3,200		2,531
If-converted securities		23,588		25,092		23,308

The following table sets forth the computation of basic and diluted earnings per share under the two-class method.


	Year Ended December 31,
(Thousands, except per share data)	2022		2021		2020
Diluted Earnings per Common Share
Numerator:
Net loss attributable to common shareholders — basic	$	(77,633)	$	(46,155)	$	(147,684)
Effect of non-participating securities		—		—		—
Net loss attributable to common shareholders — diluted	$	(77,633)	$	(46,155)	$	(147,684)
Denominator:
Weighted-average common shares outstanding — basic		48,444		34,472		34,202
Impact of if-converted securities		—		—		—
Effect of other dilutive securities		—		—		—
Weighted-average common shares outstanding — diluted		48,444		34,472		34,202

Dilutive loss per common share	$	(1.60)	$	(1.34)	$	(4.32)

Income Taxes - Income (loss) before income taxes (Details) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Income Taxes
U.S.			$ (51,607)	$ (28,573)	$ (147,196)
International			(3,743)	3,897	786
Loss before income taxes	$ (8,685)	$ (6,289)	$ (55,350)	$ (24,676)	$ (146,410)

Schedule of disaggregation of revenues by product type and geographic area

Leases - Schedule of supplemental cashflow information (Details) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2023 USD ($) lease	Mar. 31, 2022 USD ($)	Dec. 31, 2022 USD ($)
Leases
Operating cash flows from operating lease	$ 1,065	$ 832	$ 891
Right-of-use operating lease assets in exchange for lease obligations	$ 6,000
Number of material finance lease \| lease	0

Leases - Schedule of components of lease costs (Details) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Lease Cost
Operating lease cost	$ 1,221	$ 929	$ 929
Short-term lease cost	234	254	254
Total	$ 1,455	$ 1,183	$ 1,142

Revenue (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

Revenue


	Three Months Ended March 31,
(Thousands)	2023		2022
Coffee & tea	$	146,349	$	121,682
Flavors, extracts & ingredients		33,862		25,666
Other		998		1,014
Green coffee		24,233		38,066
Net sales	$	205,442	$	186,428


	Three Months Ended March 31,
(Thousands)	2023		2022
United States	$	185,561	$	153,016
All other countries		19,881		33,412
Net sales	$	205,442	$	186,428


	Year Ended December 31,
(Thousands)	2022		2021		2020
Coffee & tea	$	569,464	$	445,466	$	344,919
Flavors, extracts & ingredients		112,155		98,850		72,460
Other		3,684		6,697		7,527
Green coffee		182,569		147,131		125,940
Net sales	$	867,872	$	698,144	$	550,846


	Year Ended December 31,
(Thousands)	2022		2021		2020
United States	$	719,437	$	583,011	$	445,210
All other countries		148,435		115,133		105,636
Net sales	$	867,872	$	698,144	$	550,846

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).

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

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.

Basis of Presentation and Consolidation (Details) - $ / shares	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022	Aug. 26, 2022
Riverview
Class of Stock [Line Items]
Number of shares issued for each unit			1
Common stock par value ( in dollars per share)			$ 0.01
Riverview \| Common Stock
Class of Stock [Line Items]
Number of shares issued for each unit			0.1049203474320
Common stock par value ( in dollars per share)			$ 0.01
Westrock Coffee Company, LLC. \| Falcon Coffees Limited
Class of Stock [Line Items]
Percentage of ownership interest	85.00%	85.00%
Series A Redeemable Common Equivalent Preferred Units \| Riverview
Class of Stock [Line Items]
Number of shares issued for each unit			0.1086138208640
Series B Redeemable Common Equivalent Preferred Units \| Riverview
Class of Stock [Line Items]
Number of shares issued for each unit			0.1049203474320
Series A Redeemable Common Equivalent Preferred Shares \| Riverview
Class of Stock [Line Items]
Number of shares issued for each unit			0.1086138208740
Series B Redeemable Common Equivalent Preferred Shares \| Riverview
Class of Stock [Line Items]
Number of shares issued for each unit			0.0919280171940

Segment Information

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

Segment Information

Note 19. Segment Information

material debt agreements, such as facility start-up costs, and other similar or infrequent items (although we may not have had such charges in the periods presented).

Selected financial data related to our segments is presented below for the periods indicated:


	Three Months Ended March 31, 2023
			Sustainable				Total of
	Beverage		Sourcing &		Intersegment		Reportable
(Thousands)	Solutions		Traceability		Revenues		Segments
Net sales	$	181,209	$	25,391	$	(1,158)	$	205,442

Adjusted EBITDA		8,421		32		n/a		8,453
Less:
Interest expense								6,029
Income tax benefit								(4,359)
Depreciation and amortization								5,874
Acquisition, restructuring and integration expense								6,644
Change in fair value of warrant liabilities								(5,529)
Management and consulting fees (S&D Coffee, Inc. acquisition)								556
Equity-based compensation								1,548
Conway extract and ready-to-drink facility start-up costs								1,869
Mark-to-market adjustments								(1,236)
Loss on disposal of property, plant and equipment								896
Other								487
Net loss							$	(4,326)
Total assets		688,403		84,898		n/a		773,301


	Three Months Ended March 31, 2022
			Sustainable				Total of
	Beverage		Sourcing &		Intersegment		Reportable
(Thousands)	Solutions		Traceability		Revenues		Segments
Net sales	$	148,362	$	47,772	$	(9,706)	$	186,428

Adjusted EBITDA		10,420		974		n/a		11,394
Less:
Interest expense								8,048
Income tax benefit								(1,584)
Depreciation and amortization								6,014
Acquisition, restructuring and integration expense								2,483
Management and consulting fees (S&D Coffee, Inc. acquisition)								1,335
Equity-based compensation								171
Mark-to-market adjustments								(1,145)
Loss on disposal of property, plant and equipment								105
Other								672
Net loss							$	(4,705)
Total assets		532,035		113,329		n/a		645,364

Note 20. Segment Information

Selected financial data related to our segments is presented below:


	Year Ended December 31, 2022
			Sustainable				Total of
	Beverage		Sourcing &		Intersegment		Reportable
(Thousands)	Solutions		Traceability		Revenues		Segments
Net sales	$	685,303	$	207,579	$	(25,010)	$	867,872

Adjusted EBITDA		53,951		6,102		n/a		60,053
Less:
Interest expense, net								35,497
Income tax expense								111
Depreciation and amortization								24,210
Acquisition, restructuring and integration expense								13,169
Change in fair value of warrants								29,675
Management and consulting fees (S&D acquisition)								3,868
Equity-based compensation								2,631
Mark-to-market adjustments								3,502
Loss (gain) on disposal of property, plant and equipment								935
Other								1,916
Net loss							$	(55,461)

Capital expenditures	$	63,158	$	103		n/a	$	63,261
Total assets		658,814		87,399		n/a		746,213


	Year Ended December 31, 2021
			Sustainable				Total of
	Beverage		Sourcing &		Intersegment		Reportable
(Thousands)	Solutions		Traceability		Revenues		Segments
Net sales	$	551,013	$	170,035	$	(22,904)	$	698,144

Adjusted EBITDA		41,468		5,706		n/a		47,174
Less:
Interest expense, net								32,549
Income tax benefit								(3,368)
Depreciation and amortization								25,501
Acquisition, restructuring and integration expense								8,835
Management and consulting fees (S&D acquisition)								6,382
Equity-based compensation								1,223
Mark-to-market adjustments								(3,585)
Loss (gain) on disposal of property, plant and equipment								243
Other								702
Net loss							$	(21,308)

Capital expenditures	$	24,501	$	614		n/a	$	25,115
Total assets		510,751		82,269		n/a		593,020


	Year Ended December 31, 2020
			Sustainable				Total of
	Beverage		Sourcing &		Intersegment		Reportable
(Thousands)	Solutions		Traceability		Revenues		Segments
Net sales	$	424,906	$	150,577	$	(24,637)	$	550,846

Adjusted EBITDA		28,802		4,793		n/a		33,595
Less:
Interest expense, net								25,229
Income tax benefit								(17,545)
Depreciation and amortization								23,838
Acquisition, restructuring and integration expense								22,355
Management and consulting fees (S&D acquisition)								5,317
Equity-based compensation								1,553
Impairment charges								82,083
Inventory write-offs								5,432
Mark-to-market adjustments								(217)
Loss (gain) on disposal of property, plant and equipment								7,750
Other								6,665
Net loss							$	(128,865)

Capital expenditures	$	18,944	$	528		n/a	$	19,472
Total assets		488,577		59,563		n/a		548,140

Approximately 100% of our long-lived assets were located in the United States as of December 31, 2022.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022	Mar. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Cash and cash equivalents	$ 23,688	$ 16,838	$ 11,940	$ 19,344
Restricted cash	1,882	9,567	6,247	3,526
Total	$ 25,570	$ 26,405	$ 18,187	$ 22,870	$ 18,652	$ 1,383

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

Summary of Significant Accounting Policies (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

Schedule of activity in allowance of credit losses


	Three Months Ended March 31,
(Thousands)	2023		2022
Balance at beginning of period	$	3,023	$	3,749
Charged to selling, general and administrative expense		497		897
Write-offs		(1,004)		(1,635)
Total	$	2,516	$	3,011


	Year Ended December 31,
(Thousands)	2022		2021
Balance at beginning of period	$	3,749	$	3,977
Charged to selling, general and administrative expense		1,790		439
Write-offs		(2,516)		(667)
Total	$	3,023	$	3,749

Property, Plant and Equipment, Net (Details) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Property, Plant and Equipment, Net
Property, plant and equipment, gross	$ 264,563		$ 252,208	$ 180,254
Less: accumulated depreciation	(69,872)		(67,002)	(52,641)
Property, plant and equipment, net	194,691		185,206	127,613
Depreciation expense	3,900	$ 4,300	17,400	18,800	$ 18,200
Land
Property, Plant and Equipment, Net
Property, plant and equipment, gross	8,998		9,052	9,150
Building
Property, Plant and Equipment, Net
Property, plant and equipment, gross	44,364		44,425	43,895
Leasehold improvements
Property, Plant and Equipment, Net
Property, plant and equipment, gross	1,914		1,651	613
Plant equipment
Property, Plant and Equipment, Net
Property, plant and equipment, gross	106,753		107,885	88,155
Vehicles and transportation equipment
Property, Plant and Equipment, Net
Property, plant and equipment, gross	700		700	876
IT systems
Property, Plant and Equipment, Net
Property, plant and equipment, gross	3,396		3,053	2,453
Furniture and fixtures
Property, Plant and Equipment, Net
Property, plant and equipment, gross	3,624		3,529	2,746
Customer beverage equipment
Property, Plant and Equipment, Net
Property, plant and equipment, gross	22,148		21,930	24,341
Lease right-of-use assets
Property, Plant and Equipment, Net
Property, plant and equipment, gross	36		36
Construction in progress and equipment deposits
Property, Plant and Equipment, Net
Property, plant and equipment, gross	$ 72,630		$ 59,947	$ 8,025
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		3 years
Maximum \| Building
Property, Plant and Equipment, Net
Useful life	40 years		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

Derivatives - Other (Details) lb in Millions, $ in Millions	3 Months Ended		12 Months Ended
Derivatives - Other (Details) lb in Millions, $ in Millions	Mar. 31, 2023 USD ($) lb	Mar. 31, 2022 USD ($) lb	Dec. 31, 2022 USD ($) lb	Dec. 31, 2021 USD ($) lb	Dec. 31, 2020 USD ($)
Derivatives
Net gains reported in AOCI expected to be reclassified \| $	$ (3.3)		$ 12.3
Cash flow hedging
Derivatives
Net gains reported in AOCI expected to be reclassified \| $	$ (0.7)	$ 4.1	$ 13.1	$ 7.2	$ 1.7
Coffee futures contracts \| Cash flow hedging
Derivatives
Notional amount of derivative purchased	8.4	41.3
Coffee futures contracts \| Designated as hedges \| Cash flow hedging
Derivatives
Derivative notional amount	5.6		29.2	7.9
Notional amount of derivative purchased			98.6
Coffee options \| Designated as hedges \| Cash flow hedging
Derivatives
Notional amount of derivative purchased				105.5

Series A Preferred Shares

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

Series A Preferred Shares.

Organization and Description of Business

Note 13. Series A Preferred Shares

Organization and Description of Business

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

Organization and Description of Business

Note 1. Organization and Description of Business

Westrock Coffee Company, a Delaware corporation (the “Company,” “Westrock,” “we,” “us,” or “our”), is a leading integrated coffee, tea, flavors, extracts, and ingredients solutions provider in the United States, providing coffee sourcing, supply chain management, product development, roasting, packaging, and distribution services to the retail, food service and restaurant, convenience store and travel center, noncommercial account, CPG, and hospitality industries around the world. We manage our business in two operating segments.

De-SPAC Merger Transaction - Other Information (Details) $ / shares in Units, $ in Thousands			2 Months Ended	3 Months Ended	12 Months Ended
	Aug. 26, 2022 USD ($) $ / shares shares	Aug. 25, 2022 class $ / shares	Aug. 26, 2022 USD ($) $ / shares shares	Mar. 31, 2023 USD ($) $ / shares shares	Dec. 31, 2022 USD ($) shares	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)	Dec. 31, 2019 USD ($)
De-SPAC Merger Transaction
Preferred dividends paid	$ 4,400		$ 4,400		$ 4,380
Goodwill	0		0	$ 116,090	113,999	$ 97,053	$ 97,053	$ 14,616
Intangible assets	0		0	$ 128,992	130,886	$ 125,914
Transaction cost incurred capitalized	24,000		$ 24,000
Transaction costs related to the issuance of shares	24,000
Deferred transaction cost					0
Payment of preferred equity issuance costs					1,250
Net gain (loss) on extinguishment					$ 2,870
Common Stock
De-SPAC Merger Transaction
Issuance of common shares related to stock options exercised (in shares) \| shares				6,000	2,500,000
Term Loan facility
De-SPAC Merger Transaction
Proceeds from line of credit	175,000
Riverview
De-SPAC Merger Transaction
Number of shares issued, value	$ 49,800
Number of shares issued \| shares	12,868,151
Number of classes of equity \| class		2
Number of shares issued for each unit \| shares	1		1
Common stock par value ( in dollars per share) \| $ / shares	$ 0.01		$ 0.01
Transaction cost incurred capitalized	$ 17,100		$ 17,100
Transaction cost incurred expenses	17,100
Payment of preferred equity issuance costs	1,300
Net gain (loss) on extinguishment	$ (2,900)
Riverview \| Common Stock
De-SPAC Merger Transaction
Number of shares issued \| shares	34,855,535
Number of shares issued for each unit \| shares	0.1049203474320		0.1049203474320
Common stock par value ( in dollars per share) \| $ / shares	$ 0.01		$ 0.01
Issuance of common shares related to stock options exercised (in shares) \| shares	2,220,305
Riverview \| Common Stock PIPE Commitments
De-SPAC Merger Transaction
Number of shares issued \| shares	1,910,000
Series A Redeemable Common Equivalent Preferred Units \| Riverview
De-SPAC Merger Transaction
Number of shares issued for each unit \| shares	0.1086138208640		0.1086138208640
Series B Redeemable Common Equivalent Preferred Units \| Riverview
De-SPAC Merger Transaction
Number of shares issued for each unit \| shares	0.1049203474320		0.1049203474320
Series Convertible Preferred Shares
De-SPAC Merger Transaction
Liquidation preference per share \| $ / shares	$ 11.50		$ 11.50	$ 11.50
CEP Units \| Riverview
De-SPAC Merger Transaction
Liquidation preference per share \| $ / shares		$ 1.00
Percent of increase in liquidation preference per share		10.00%
Series A Redeemable Common Equivalent Preferred Shares \| Riverview
De-SPAC Merger Transaction
Number of shares issued for each unit \| shares	0.1086138208740		0.1086138208740
Number of new stock classified as temporary equity issued \| shares	23,587,952
Series B Redeemable Common Equivalent Preferred Shares \| Riverview
De-SPAC Merger Transaction
Number of shares issued for each unit \| shares	0.0919280171940		0.0919280171940
Class A share \| Riverview
De-SPAC Merger Transaction
Number of shares issued for each unit \| shares	1		1
New Company \| Riverview \| Common Stock PIPE Commitments
De-SPAC Merger Transaction
Number of shares issued \| shares	20,590,000
Amount received	$ 205,900		$ 205,900
New Company \| Riverview \| Wells Fargo \| Revolving loan commitment
De-SPAC Merger Transaction
Face amount	$ 175,000		$ 175,000

Debt

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

Debt

Debt

Note 12. Debt

Our long-term debt at March 31, 2023 and December 31, 2022 is as follows:


(Thousands)	March 31, 2023		December 31, 2022
Term loan facility	$	170,625	$	175,000
Revolving credit facility		55,000		—
International trade finance lines		42,855		42,905
International notes payable		1,528		1,750
Other loans		21		25
Total debt		270,029		219,680
Unamortized debt costs		(2,602)		(2,769)
Current maturities of long-term debt		(9,287)		(11,504)
Short-term debt		(42,855)		(42,905)
Long-term debt, net	$	215,285	$	162,502

Credit Agreement

The interest rates under the Delayed Draw Term Loan Facility are the same as the interest rates with respect to the initial term loans under the existing Term Loan Facility, and the commitment fees applying to the unused portion of the Delayed Draw Term Loan Facility are the same as the commitment fees with respect to the Revolving Credit Facility. Any delayed draw term loan funded under the Delayed Draw Term Loan Facility will mature on August 29, 2027. As of the date of this Quarterly Report on Form 10-Q, no borrowings have been made under the Delayed Draw Term Loan Facility.

We had $2.6 million of standby letters of credit outstanding at March 31, 2023.

International Debt and Lending Facilities

On March 21, 2023, the Company entered into a $70 million working capital trade finance facility with multiple financial institutions through its subsidiary, Falcon. The facility replaced Falcon’s then existing working capital trade finance facility. The new facility is uncommitted and repayable on demand, with certain of Falcon’s assets pledged as collateral against the facility. The new facility will mature one year from inception. Borrowings under the new facility will bear interest at the borrower’s option at a rate equal to (a) Term SOFR, as defined in the new facility, plus a margin of 4.00% plus a liquidity premium set by the lender at the time

Note 12. Debt

Our long-term debt as of December 31, 2022 and 2021 was as follows:


(Thousands)	December 31, 2022		December 31, 2021
Term loan facility	$	175,000	$	—
Prior term loan facility		—		235,668
Prior ABL facility		—		51,890
International trade finance lines		42,905		4,510
International notes payable		1,750		3,126
Other loans		25		25
Total debt		219,680		295,219
Unamortized debt costs		(2,769)		(4,910)
Current maturities of long-term debt		(11,504)		(8,735)
Short-term debt		(42,905)		(4,510)
Long-term debt, net	$	162,502	$	277,064

The following table summarizes our long-term debt payments required in each of the next five years and thereafter:


(Thousands)
2023	$	11,504
2024		9,367
2025		10,244
2026		14,408
2027		131,252
Thereafter		—
Total	$	176,775

Credit Agreement

Borrowings under the Revolving Credit Facility and the Term Loan Facility will bear interest, at the Borrower’s option, initially at an annual rate equal to (i) Term SOFR plus a credit spread adjustment of 0.10% for loans with an interest period of one month, 0.15% for loans with an interest period of three months and 0.25% for loans with an interest period of six months, as applicable, (the “Adjusted Term SOFR”) or (ii) the base rate (determined by reference to the greatest of (i) the rate of interest last quoted by The Wall Street Journal in the U.S. as the prime rate in effect, (ii) the NYFRB Rate from time to time plus 0.50% and (iii) the Adjusted Term SOFR for a one month interest period plus 1.00%, (the “Base Rate”)), in each case plus the Applicable Margin. The Applicable Margin ranges from 1.50% to 2.50% for Adjusted Term SOFR loans and from 0.50% to 1.50% for Base Rate loans, in each case depending on the total net leverage ratio. Commitment fees on the daily unused amount of commitments under the Revolving Credit Facility range from 0.20% to 0.35% depending on the total net leverage ratio. At December 31, 2022, the Revolving Credit Facility was undrawn (other than the standby letters of credit outstanding described below) and the interest rate applicable to our Term Loan Facility was 5.7%.

We incurred $6.0 million of financing fees in connection with the Credit Agreement. $3.0 million of the fees were allocated to the Term Loan Facility and are being amortized utilizing the frozen effective yield method based on the interest rate in place at the issuance of the Term Loan Facility. $3.0 million of the fees were allocated to the Revolving Credit Facility, are reported within other long-term assets on the Consolidated Balance Sheets and are being amortized ratably over the term of the Revolving Credit Facility.

We had $2.6 million of standby letters of credit outstanding at December 31, 2022.

The Credit Agreement contains two financial covenants requiring maintenance of a total net leverage ratio not to exceed 4.50 to 1.00, with a stepdown to 4.00 to 1.00 on the 18-month anniversary of the closing date of the Credit Agreement (with an option to increase to 4.50 to 1.00 following certain permitted acquisitions), and an interest coverage ratio of at least 1.50 to 1.00 (the “Financial Covenants”). At December 31, 2022, and the date of these financial statements, we were in compliance with the Financial Covenants.

Prior Term Loan Facility

Prior ABL Facility

International Debt and Lending Facilities

Subordinated Related Party Debt

Segment Information - Other (Details) - segment	3 Months Ended	12 Months Ended
Segment Information - Other (Details) - segment	Mar. 31, 2023	Dec. 31, 2022
Segment Information
Number of operating segments	2	2
United States
Segment Information
Percentage of long-lived assets		100.00%

Related Party Transactions (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

Schedule of transactions with related parties


	Three Months Ended March 31,
(Thousands)	2023		2022
Interest expense, net:
Brown Brothers Harriman		—		541
Wooster Capital		—		147
Jo Ellen Ford		—		53
Total	$	—	$	741


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

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


	Year Ended December 31,
(Thousands)	2022		2021		2020
Interest expense, net:
Brown Brothers Harriman⁽¹⁾	$	541	$	1,393	$	1,509
Wooster Capital⁽²⁾		503		599		498
Jo Ellen Ford⁽¹⁾		139		214		178
Westrock Finance, LLC⁽²⁾		—		423		460
Total	$	1,183	$	2,629	$	2,645

(1)	Related through common ownership.

(2)	Related through common ownership and management.

Revenue - Contract Balances (Details) - USD ($)	12 Months Ended
Revenue - Contract Balances (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Mar. 31, 2023
Revenue
Capitalized contract costs	$ 0	$ 0		$ 0
Amortization of deferred contract costs	1,200,000	300,000	$ 1,300,000
Prepaid expenses and other current assets
Revenue
Contract assets	400,000	500,000
Accounts receivable
Revenue
Receivables from contracts with customers	$ 104,700,000	$ 89,000,000.0		$ 118,000,000.0

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

Loss from Operation

$ 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)

(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 | Common Class A [Member]

$ (10,558,940)

$ 63

$ (8,413)

$ (10,386,515)

$ 5,666,628

25,000,000

11,392,405

25,000,000

11,392,405

$ (0.34)

$ 0

$ (0.33)

$ 0.32

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

$ (0.34)

$ 0.00

$ (0.33)

$ 0.32

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)

$ 105,743

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

Intangible Assets, Net

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

Intangible Assets, Net

Note 10. Intangible Assets, Net

The following table summarizes intangible assets, net as of March 31, 2023 and December 31, 2022:


	March 31, 2023
			Accumulated
(Thousands)	Cost		Amortization		Net
Customer relationships	$	148,728	$	(20,705)	$	128,023
Favorable lease asset		710		(210)		500
Software		957		(488)		469
Intangible assets, net	$	150,395	$	(21,403)	$	128,992


	December 31, 2022
			Accumulated
(Thousands)	Cost		Amortization		Net
Customer relationships	$	148,648	$	(18,778)	$	129,870
Favorable lease asset		710		(140)		570
Software		919		(473)		446
Intangible assets, net	$	150,277	$	(19,391)	$	130,886

Amortization expense of intangible assets was $2.0 million and $1.7 million for the three months ended March 31, 2023 and 2022, respectively. As of March 31, 2023, 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, 2022 and 2021:


	December 31, 2022
			Accumulated
(Thousands)	Cost		Amortization		Net
Customer relationships	$	148,648	$	(18,778)	$	129,870
Favorable lease asset		710		(140)		570
Software		919		(473)		446
Intangible assets, net	$	150,277	$	(19,391)	$	130,886


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

Amortization expense of intangible assets was $6.8 million, $6.7 million and $5.6 million for the years ended December 31, 2022, 2021 and 2020, respectively. As of December 31, 2022, the weighted average useful life for definite-lived intangibles is approximately 20 years.

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


(Thousands)
2023	$	7,588
2024		7,465
2025		7,287
2026		7,194
2027		7,194
Thereafter		94,158
Total	$	130,886

Equity-Based Compensation - Restricted common units - Activity (Details) - Restricted common units - $ / shares	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Units
Units outstanding, Beginning balance (in shares)	1,127,000
Units granted (in shares)	1,093,471	1,145,000
Units forfeited (in shares)	(10,772)	(18,000)
Units outstanding, Ending balance (in shares)	2,209,699	1,127,000
Average Fair Market Value
Average Fair Market Value outstanding, Beginning balance (in dollars per shares)	$ 11.49
Average Fair Market Value granted (in dollars per shares	11.93	$ 11.49
Average Fair Market Value forfeited (in dollars per shares	11.57	11.51
Average Fair Market Value outstanding, Ending balance (in dollars per shares	$ 11.71	$ 11.49

Property, Plant and Equipment, Net (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

Schedule of Property, Plant and Equipment, Net


(Thousands)	Depreciable Lives	March 31, 2023		December 31, 2022
Land		$	8,998	$	9,052
Buildings	10-40 years		44,364		44,425
Leasehold improvements⁽¹⁾			1,914		1,651
Plant equipment	3-15 years		106,753		107,885
Vehicles and transportation equipment	3-5 years		700		700
IT systems	3-7 years		3,396		3,053
Furniture and fixtures	3-10 years		3,624		3,529
Customer beverage equipment⁽²⁾	3-5 years		22,148		21,930
Lease right-of-use assets⁽³⁾			36		36
Construction in progress and equipment deposits			72,630		59,947
			264,563		252,208
Less: accumulated depreciation			(69,872)		(67,002)
Property, plant and equipment, net		$	194,691	$	185,206

(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, 2022		December 31, 2021
Land		$	9,052	$	9,150
Buildings	10 – 40 years		44,425		43,895
Leasehold improvements⁽¹⁾			1,651		613
Plant equipment	3 – 15 years		107,885		88,155
Vehicles and transportation equipment	3 – 5 years		700		876
IT systems	3 – 7 years		3,053		2,453
Furniture and fixtures	3 – 10 years		3,529		2,746
Customer beverage equipment⁽²⁾	3 – 5 years		21,930		24,341
Lease right-of-use assets⁽³⁾			36		—
Construction in progress and equipment deposits			59,947		8,025
			252,208		180,254
Less: accumulated depreciation			(67,002)		(52,641)
Property, plant and equipment, net		$	185,206	$	127,613

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

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

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

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
Common Class A [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

Acquisitions (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

Kohana Coffee, LLC

Business Acquisition [Line Items]

Summary of total consideration


(Thousands)
Cash consideration	$	15,682
Fair value of stock consideration		23,435
Total Consideration	$	39,117


(Thousands)
Cash consideration	$	15,682
Fair value of stock consideration		23,435
Total Consideration	$	39,117

Summary the purchase price allocation of the assets acquired, and liabilities assumed


(Thousands)	Acquired Value
Cash and cash equivalents	$	797
Accounts receivable		881
Inventory		2,306
Property, plant and equipment		8,387
Goodwill		17,089
Intangible assets		11,718
Accounts payable and accrued liabilities		(2,061)
Total	$	39,117


(Thousands)	Acquired Value
Cash and cash equivalents	$	797
Accounts receivable		881
Inventory		2,306
Property, plant and equipment		8,387
Goodwill		16,946
Intangible assets		11,638
Accounts payable and accrued liabilities		(1,838)
Total	$	39,117

Summary components of identified intangible assets


	Estimated Fair		Estimated Useful
(Thousands)	Market Value		Life
Customer relationships	$	11,148		10 years
Favorable lease asset		490		2.5 years
Total	$	11,638

Summary of proforma results


	Year Ended		Year Ended
(Thousands, except per share amounts)	December 31, 2022		December 31, 2021
Revenue	$	884,228		716,849
Net loss attributable to common shareholders		(84,651)		(44,353)

S&D Acquisition

Business Acquisition [Line Items]

Summary of total consideration


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

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		5,200		Indefinite
Favorable lease asset		220		5 years
Total	$	142,920

Summary of proforma results


	Year Ended
(Thousands, except per share amounts)	December 31, 2020
Revenue	$	647,935
Net loss attributable to common shareholders		(138,896)

COMMITMENTS, Underwriting Agreement (Details) - CIK 0001846136 Riverview Acquisition Corp - USD ($)		6 Months Ended
	Aug. 10, 2021	Jun. 30, 2022	Aug. 10, 2022
Underwriting Agreement [Abstract]
Underwriting discount (in dollars per share)	$ 0.35
Deferred underwriting commissions	$ 8,750,000
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
Number of shares subject to forfeiture (in shares)	3,750,000
Share price (in dollars per share)	$ 10.00
Payment to underwriters	$ 5,000,000

Leases - Other (Details)	12 Months Ended
Leases - Other (Details)	Dec. 31, 2022	Mar. 31, 2023
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
Maximum
Leases
Remaining non-cancelable lease term (in years)	7 years	7 years

Equity-Based Compensation

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

Equity-Based Compensation

Note 17. Equity-Based Compensation

During the three months ended March 31, 2023, the Company granted 1.1 million restricted stock units (“RSUs”) under the Westrock Coffee Company 2022 Equity Incentive Plan (the “2022 Equity Plan”). The RSUs had a grant date fair value of $13.0 million, which was calculated using the closing price of the Company’s Common Shares on the applicable date of grant. The RSUs are amortized on a straight-line basis to expense over the vesting period, which is generally three years. As of March 31, 2023, there were 2.4 million shares available for future issuance under the 2022 Equity Plan.

The following table sets forth the RSU activity under the 2022 Equity Plan for the three months ended March 31, 2023.


		Average Fair
	Units	Market Value
Outstanding at December 31, 2022	1,127,000	$	11.49
Granted	1,093,471		11.93
Forfeited	(10,772)		11.57
Vested	—		—
Outstanding at March 31, 2023	2,209,699	$	11.71

Note 16. Equity-Based Compensation

The Company has implemented equity compensation programs, which are designed to attract and retain key employees while also aligning employees’ interests with the interests of our shareholders.

Compensation expense for all equity-based compensation awards is based on the grant date fair value estimate. As equity-based compensation expense recognized is based on awards ultimately expected to vest, such expense is reduced for forfeitures estimated at the date of grant based on our historical experience and future expectations. Income tax benefits related to the tax deductions for share-based awards are recognized only upon settlement of the related share-based awards.

Stock Options

In August 2022, in connection with the Transaction, unit option awards issued under the Company’s 2020 Unit Option Incentive Plan, as amended (the “2020 Plan”), were equitably converted in accordance with the terms of the 2020 Plan and the Transaction Agreement. Each outstanding option to purchase units of Westrock Coffee Holdings, LLC, whether vested or unvested, was converted into an option to purchase Common Shares based on an exchange ratio (the “Exchange Ratio”) defined in the Transaction Agreement. The per unit exercise price of unit options was converted to a per share exercise price based on the Exchange Ratio, and with respect

to performance-based options, such options converted into performance-based options to purchase Common Shares that vest once the simple average of the daily volume weighted average price per share of Common Shares for 10 trading days in any consecutive 30-day period is $18.50 per share. These changes were deemed to be Type I modifications under ASC 718, Compensation – Stock Compensation; however, these modifications did not result in any additional compensation expense to be recognized by the Company. As of August 26, 2022, the effective date of the Company’s 2022 Equity Incentive Plan (the “2022 Plan”), no additional awards will be granted under the 2020 Plan.

The fair value of the Westrock common units underlying the options granted under the 2020 Option Plan had been determined by the Westrock board of directors, with input from management and corroboration from contemporaneous, independent third-party valuations. Given the absence of a public trading market for the Westrock common units when the options were granted under the 2020 Option Plan, and in accordance with the American Institute of Certified Public Accountants Accounting and Valuation Guide: Valuation of Privately Held Company Equity Securities Issued as Compensation (the “AICPA Practice Guide”), the Westrock board exercised reasonable judgement and considered a number of objective and subjective factors to determine the best estimate of the fair value of the Westrock common units at each grant date, including obtaining independent third-party valuations.

Independent third-party valuations that we utilized to estimate the fair value of the Westrock common units underlying the unit options under the 2020 Option Plan included a combination of an income approach, based on the present value of estimated future cash flows, and a market approach based on market data of comparable businesses and acquisition multiples paid in recent transactions. The discounted cash flow model reflected our assumptions regarding revenue growth rates, cost structure, economic and market trends, and other expectations around the anticipated operating results of our business. We discounted the estimated cash flows for the entity using rates that represented a market participant’s weighted average cost of capital commensurate with the underlying business operations. The market approach developed an indication of fair value by calculating average market pricing multiples of revenues and EBITDA for selected peer publicly traded companies, as well as multiples for relevant transactions that have taken place. We evaluated the weighting applied to each valuation methodology in the determination of the concluded fair value.

During the year ended December 31, 2022 we granted 0.3 million options to employees. One-half of the options granted vest over four years of continuous service by the employee, and one-half of the options vest once the simple average of the daily volume weighted average price per share of Common Shares for 10 trading days in any consecutive 30-day period is $18.50 per share (“Performance Options”), provided that the recipient is either still working for the Company at the date of such realization event or that the performance goals are achieved within one year following a qualified termination of the recipient’s employment. All option grants have an exercise price of $9.54 and generally have a ten-year term prior to expiration. The fair value of the option grants is amortized to expense over the vesting period, which is generally four years.

The Company recognizes expense related to the options using graded vesting attribution and recognized approximately $0.6 million, $0.5 million and $0.4 million of expense for the years ended December 31, 2022, 2021 and 2020, respectively, which is included in selling, general and administrative expense on our Consolidated Statements of Operations. The total compensation cost of unvested options, not yet recognized, is approximately $0.3 million, which is to be recognized over the next four years.


		Weighted-Average
	Options	Fair Value		Average Life
Options outstanding at December 31, 2021	3,200,071	$	0.49	8.7 years
Options granted	274,868	$	3.24
Options forfeited	(218,246)	$	0.52
Options exercised	(39,344)	$	0.53
Outstanding at December 31, 2022	3,217,349	$	0.72	7.8 years

Exercisable at December 31, 2022	605,246	$	0.53	7.6 years

The aggregate intrinsic value of outstanding options was $12.3 million at December 31, 2022.

Restricted Stock

On February 28, 2020, the Company granted restricted Common Units to three key executives. In August 2022, in connection with the Transaction, each restricted Common Unit was converted into 0.1049203474320 restricted Common Shares (“RCSs”). Such RCSs carry the same rights and limitations as the Common Shares under the organizational documents of the Company, except that

the RCSs are subject to vesting and forfeiture. The RCSs vest in three installments on each anniversary of the grant date. RCS expense is based on the fair value of the common units on the date of grant and is amortized over the vesting period, which is generally three years. The value of the RCSs was calculated using a combination of historic equity and implied asset volatility of 40%, a risk-free rate of 1.14%, and a marketability discount of 30%.

The Company recognized approximately $0.3 million, $0.8 million and $1.2 million in expense for the RCSs in the years ended December 31, 2022, 2021 and 2020, respectively, which is included in selling, general and administrative expense on our Consolidated Statements of Operations. Total compensation expense of unvested RCSs not yet recognized is less than $0.1 million and will be recognized by February 28, 2023.

During the year ended December 31, 2022, 475,032 RCSs vested, resulting in the issuance of approximately 330,000 Common Shares. As of December 31, 2022, 475,032 RCSs remained outstanding.

Restricted Stock Unit Awards

During 2022, the Company granted 1.1 million restricted stock units (“RSUs”) in accordance with the terms of the 2022 Plan. The RSUs had a grant date fair value of $13.1 million, which was calculated using the closing price of the Company’s Common Shares on the applicable date of grant. The RSUs are amortized on a straight-line basis to expense over the vesting period, which is generally three years. The Company recognized approximately $1.7 million in expense for the RSUs in the year ended December 31, 2022, which is included in selling, general and administrative expense on our Consolidated Statements of Operations. As of December 31, 2022, there were 3.4 million shares available for future issuance under the 2022 Plan.


		Average Fair
	RSUs	Market Value
Outstanding at December 31, 2021	—	$	—
Granted	1,145,000	$	11.49
Forfeited	(18,000)	$	11.51
Vested	—	$	—
Outstanding at December 31, 2022	1,127,000	$	11.49

The aggregate intrinsic value of outstanding RSUs was approximately $15.1 million on December 31, 2022.

STATEMENT OF CHANGES IN SHAREHOLDERS' DEFICIT - USD ($)

Common Stock

CIK 0001846136 Riverview Acquisition Corp

Common Class A [Member]

Common Stock

CIK 0001846136 Riverview Acquisition Corp

Common Class B [Member]

Common Stock

Additional Paid-in Capital

CIK 0001846136 Riverview Acquisition Corp

Accumulated Deficit

CIK 0001846136 Riverview Acquisition Corp

Common Class B [Member]

CIK 0001846136 Riverview Acquisition Corp

Total

Balance at beginning of period (in shares) at Dec. 31, 2019

34,202,000

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Balance at end of period (in shares) at Dec. 31, 2020

$ (129,171,000)

34,202,000

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Forfeiture of founder shares (in shares)

(937,500)

(21,947,000)

Balance at end of period (in shares) at Dec. 31, 2021

$ 0

$ 6,250

$ 0

$ (18,256,253)

$ (18,250,003)

(178,734,000)

^[1]

6,250,000

34,523,000

^[2]

Balance at beginning of period (in shares) at Feb. 03, 2021

$ 0

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Issuance of Class B ordinary shares to Sponsor (in shares)

$ 0

$ 7,188

17,812

25,000

7,187,500

Ending balance at Mar. 31, 2021

$ 0

(8,476)

$ 0

$ 7,188

17,812

(8,476)

16,524

Balance at end of period (in shares) at Mar. 31, 2021

7,187,500

Balance at beginning of period (in shares) at Feb. 03, 2021

$ 0

Increase (Decrease) in Stockholders' Equity [Roll Forward]

(8,413)

Balance at end of period (in shares) at Jun. 30, 2021

$ 0

$ 7,188

17,812

(8,413)

16,587

7,187,500

Balance at beginning of period (in shares) at Feb. 03, 2021

$ 0

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Issuance of Class B ordinary shares to Sponsor (in shares)

$ 7,188

17,812

25,000

7,187,500

Adjustments to Additional Paid in Capital, Warrant Issued

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)

(937,500)

5,666,628

Balance at end of period (in shares) at Dec. 31, 2021

$ 0

$ 6,250

(18,256,253)

(18,250,003)

(178,734,000)

^[1]

6,250,000

34,523,000

^[2]

Beginning balance at Mar. 31, 2021

$ 0

$ 7,188

17,812

(8,476)

16,524

Balance at beginning of period (in shares) at Mar. 31, 2021

7,187,500

Increase (Decrease) in Stockholders' Equity [Roll Forward]

$ 0

Balance at end of period (in shares) at Jun. 30, 2021

$ 0

$ 7,188

17,812

(8,413)

16,587

7,187,500

Balance at beginning of period (in shares) at Dec. 31, 2021

$ 0

$ 6,250

(18,256,253)

(18,250,003)

(178,734,000)

^[1]

6,250,000

34,523,000

^[2]

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Ending balance at Mar. 31, 2022

$ 0

172,425

(4,876,000)

$ 0

$ 6,250

(18,083,828)

(18,077,578)

Balance at end of period (in shares) at Mar. 31, 2022

6,250,000

34,856,000

^[2]

Balance at beginning of period (in shares) at Dec. 31, 2021

$ 0

$ 6,250

(18,256,253)

(18,250,003)

(178,734,000)

^[1]

6,250,000

34,523,000

^[2]

Increase (Decrease) in Stockholders' Equity [Roll Forward]

(10,386,515)

Balance at end of period (in shares) at Jun. 30, 2022

$ 0

$ 6,250

(28,765,555)

(28,759,305)

6,250,000

Balance at beginning of period (in shares) at Dec. 31, 2021

$ 0

$ 6,250

(18,256,253)

(18,250,003)

(178,734,000)

^[1]

6,250,000

34,523,000

^[2]

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Ending balance at Dec. 31, 2022

(55,185,000)

^[1]

9,269,000

Balance at end of period (in shares) at Dec. 31, 2022

75,020,000

Beginning balance at Mar. 31, 2022

$ 0

$ 6,250

(18,083,828)

(18,077,578)

Balance at beginning of period (in shares) at Mar. 31, 2022

6,250,000

34,856,000

^[2]

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Accretion of Class A common stock to redemption amount

$ 0

(122,787)

(10,558,940)

Balance at end of period (in shares) at Jun. 30, 2022

$ 0

$ 6,250

$ 0

$ (28,765,555)

$ (28,759,305)

6,250,000

Beginning balance at Dec. 31, 2022

^[1]

9,269,000

Balance at beginning of period (in shares) at Dec. 31, 2022

75,020,000

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Ending balance at Mar. 31, 2023

(4,341,000)

$ 10,335,000

Balance at end of period (in shares) at Mar. 31, 2023

75,628,000

[1]	Retroactively adjusted for de-SPAC merger transaction as described in Note 4.
[2]	Retroactively adjusted the three months ended March 31, 2022 for de-SPAC merger transaction as described in Note 4

FAIR VALUE MEASUREMENTS, Level 3 Fair Value Measurement (Details)	Mar. 31, 2023 $ / shares	Dec. 31, 2022	Dec. 31, 2022 $ / shares	Dec. 31, 2022 Y	Jun. 30, 2022	Dec. 31, 2021
CIK 0001846136 Riverview Acquisition Corp
Fair Value Measurements [Abstract]
Expected term					5 years	5 years
Private Placement Warrants [Member] \| CIK 0001846136 Riverview Acquisition Corp
Fair Value Measurements [Abstract]
Expected term					5 years	5 years
Measurement Input, Share Price [Member]
Fair Value Measurements [Abstract]
Warrants and Rights Outstanding, Measurement Input	12.24		13.36
Measurement Input, Share Price [Member] \| Private Placement Warrants [Member] \| CIK 0001846136 Riverview Acquisition Corp
Fair Value Measurements [Abstract]
Warrants and Rights Outstanding, Measurement Input					9.93	9.74
Measurement Input, Exercise Price [Member]
Fair Value Measurements [Abstract]
Warrants and Rights Outstanding, Measurement Input	11.50		11.50
Measurement Input, Exercise Price [Member] \| Private Placement Warrants [Member] \| CIK 0001846136 Riverview Acquisition Corp
Fair Value Measurements [Abstract]
Warrants and Rights Outstanding, Measurement Input					11.50	11.50
Measurement Input, Price Volatility [Member]
Fair Value Measurements [Abstract]
Warrants and Rights Outstanding, Measurement Input	19.30	7.74		0.0774
Measurement Input, Price Volatility [Member] \| Private Placement Warrants [Member] \| CIK 0001846136 Riverview Acquisition Corp
Fair Value Measurements [Abstract]
Warrants and Rights Outstanding, Measurement Input					13.6	10.7
Measurement Input, Risk Free Interest Rate [Member]
Fair Value Measurements [Abstract]
Warrants and Rights Outstanding, Measurement Input	3.64	0.0399
Measurement Input, Risk Free Interest Rate [Member] \| Private Placement Warrants [Member] \| CIK 0001846136 Riverview Acquisition Corp
Fair Value Measurements [Abstract]
Warrants and Rights Outstanding, Measurement Input					2.98	1.25
Measurement Input, Expected Dividend Rate [Member]
Fair Value Measurements [Abstract]
Warrants and Rights Outstanding, Measurement Input	0.00	0.0000
Measurement Input, Expected Dividend Rate [Member] \| Private Placement Warrants [Member] \| CIK 0001846136 Riverview Acquisition Corp
Fair Value Measurements [Abstract]
Warrants and Rights Outstanding, Measurement Input					0.0	0.00

Leases - Other (Details)	12 Months Ended
Leases - Other (Details)	Dec. 31, 2022	Mar. 31, 2023
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
Maximum
Leases
Remaining non-cancelable lease term (in years)	7 years	7 years

Accumulated Other Comprehensive Income (Loss) - Schedule of changes in accumulated other comprehensive loss, net of tax (Details) - USD ($)
$ in Thousands

3 Months Ended

12 Months Ended

Mar. 31, 2023

Mar. 31, 2022

Dec. 31, 2022

Dec. 31, 2021

Dec. 31, 2020

$ 11,729

^[1]

$ (175,998)

^[1],[2]

$ (175,998)

^[1],[2]

$ (139,741)

$ (4,362)

2,222

(4,860)

(18,121)

8,198

3,820

Cash flow hedge changes in fair value gain (loss)

12,810

(192,606)

^[2]

11,729

^[1]

(175,998)

^[1],[2]

(139,741)

Other comprehensive income (loss) before reclassifications

(6,355)

11,759

3,581

2,354

(2,269)

(10,978)

18,010

6,490

Amounts reclassified from accumulated comprehensive income

721

(4,129)

(13,094)

(7,197)

(1,746)

Tax effect

(835)

1,538

5,958

(2,635)

(1,163)

(4,115)

6,899

(6,355)

11,759

3,581

Foreign currency translation gain (loss)

(4,115)

6,899

(6,355)

11,759

3,581

Other comprehensive income (loss) before reclassifications

252

259

239

(18)

(7)

239

234

259

252

259

239

234

259

252

259

239

(6,103)

12,018

^[2]

12,018

^[2]

3,820

2,222

(4,860)

(18,121)

8,198

3,820

$ (3,881)

$ 7,158

^[2]

$ (6,103)

$ 12,018

^[2]

$ 3,820

[1]	Retroactively adjusted for de-SPAC merger transaction as described in Note 4.
[2]	Retroactively adjusted the three months ended March 31, 2022 for de-SPAC merger transaction as described in Note 4

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

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 1A
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126968391&loc=SL7669619-108580

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 50
-Paragraph 4
-URI https://asc.fasb.org/extlink&oid=124431353&loc=SL124442407-227067

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 2
-URI https://asc.fasb.org/extlink&oid=126973232&loc=d3e21463-112644

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 830
-SubTopic 30
-Section 45
-Paragraph 17
-URI https://asc.fasb.org/extlink&oid=118261656&loc=d3e32136-110900

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(21))
-URI https://asc.fasb.org/extlink&oid=126953954&loc=SL114868664-224227

Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 55
-Paragraph 15
-URI https://asc.fasb.org/extlink&oid=124507222&loc=d3e1436-108581

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 830
-SubTopic 30
-Section 45
-Paragraph 20
-URI https://asc.fasb.org/extlink&oid=118261656&loc=d3e32211-110900

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 830
-SubTopic 30
-Section 50
-Paragraph 1
-URI https://asc.fasb.org/extlink&oid=6450520&loc=d3e32583-110901

Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 50
-Paragraph 5
-URI https://asc.fasb.org/extlink&oid=124431353&loc=SL124442411-227067

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 1B
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126968391&loc=SL7669625-108580

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(23))
-URI https://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(19))
-URI https://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263

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

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 20
-Section 45
-Paragraph 11
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=123586238&loc=d3e39076-109324

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 830
-SubTopic 30
-Section 45
-Paragraph 17
-URI https://asc.fasb.org/extlink&oid=118261656&loc=d3e32136-110900

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 830
-SubTopic 30
-Section 45
-Paragraph 20
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=118261656&loc=d3e32211-110900

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 20
-Section 45
-Paragraph 2
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=123586238&loc=d3e38679-109324

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 50
-Paragraph 4
-URI https://asc.fasb.org/extlink&oid=124431353&loc=SL124442407-227067

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(23))
-URI https://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(21))
-URI https://asc.fasb.org/extlink&oid=126953954&loc=SL114868664-224227

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 10
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32672-109319

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 830
-SubTopic 30
-Section 50
-Paragraph 1
-URI https://asc.fasb.org/extlink&oid=6450520&loc=d3e32583-110901

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 12
-URI https://asc.fasb.org/extlink&oid=126968391&loc=d3e640-108580

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(19))
-URI https://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263

Amount of stockholders' equity (deficit), net of receivables from officers, directors, owners, and affiliates of the entity, attributable to both the parent and noncontrolling interests. Amount excludes temporary equity. Alternate caption for the concept is permanent equity.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 45
-Paragraph 24
-URI https://asc.fasb.org/extlink&oid=124436220&loc=d3e21930-107793

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-URI https://asc.fasb.org/extlink&oid=120397183&loc=d3e187085-122770

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 45
-Paragraph 23
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=124436220&loc=d3e21914-107793

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 7
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22644-107794

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 50
-Paragraph 5
-URI https://asc.fasb.org/extlink&oid=124431353&loc=SL124442411-227067

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 326
-SubTopic 10
-Section 65
-Paragraph 4
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=122640432&loc=SL121648383-210437

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 105
-SubTopic 10
-Section 65
-Paragraph 6
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=126987489&loc=SL124442142-165695

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 105
-SubTopic 10
-Section 65
-Paragraph 6
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=126987489&loc=SL124442142-165695

Reference 9: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 810
-SubTopic 10
-Section 45
-Paragraph 16
-URI https://asc.fasb.org/extlink&oid=126929396&loc=SL4568740-111683

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 40
-Section 65
-Paragraph 1
-Subparagraph (e)(3)
-URI https://asc.fasb.org/extlink&oid=126732423&loc=SL123482106-238011

Reference 11: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 10
-Section 50
-Paragraph 28
-Subparagraph (f)
-URI https://asc.fasb.org/extlink&oid=123596393&loc=d3e14064-108612

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 45
-Paragraph 5
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=124436220&loc=d3e21711-107793

Reference 13: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 323
-SubTopic 10
-Section 50
-Paragraph 3
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=114001798&loc=d3e33918-111571

Reference 14: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 830
-SubTopic 30
-Section 50
-Paragraph 1
-URI https://asc.fasb.org/extlink&oid=6450520&loc=d3e32583-110901

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 65
-Paragraph 8
-Subparagraph (d)(2)
-URI https://asc.fasb.org/extlink&oid=126983759&loc=SL121830611-158277

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 848
-SubTopic 10
-Section 65
-Paragraph 2
-Subparagraph (a)(3)(iii)(03)
-URI https://asc.fasb.org/extlink&oid=125980421&loc=SL125981372-237846

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 830
-SubTopic 30
-Section 45
-Paragraph 17
-URI https://asc.fasb.org/extlink&oid=118261656&loc=d3e32136-110900

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 65
-Paragraph 8
-Subparagraph (d)(3)
-URI https://asc.fasb.org/extlink&oid=126983759&loc=SL121830611-158277

Reference 20: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 40
-Section 65
-Paragraph 2
-Subparagraph (f)(2)
-URI https://asc.fasb.org/extlink&oid=124501264&loc=SL117420844-207641

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 718
-SubTopic 10
-Section 65
-Paragraph 15
-Subparagraph (f)(2)
-URI https://asc.fasb.org/extlink&oid=128097895&loc=SL121327923-165333

Reference 22: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 810
-SubTopic 10
-Section 55
-Paragraph 4I
-URI https://asc.fasb.org/extlink&oid=120409616&loc=SL4590271-111686

Reference 23: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 40
-Section 65
-Paragraph 2
-Subparagraph (f)(1)
-URI https://asc.fasb.org/extlink&oid=124501264&loc=SL117420844-207641

Reference 24: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 830
-SubTopic 30
-Section 45
-Paragraph 20
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=118261656&loc=d3e32211-110900

Reference 25: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 810
-SubTopic 10
-Section 45
-Paragraph 15
-URI https://asc.fasb.org/extlink&oid=126929396&loc=SL4568447-111683

Reference 26: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 718
-SubTopic 10
-Section 65
-Paragraph 15
-Subparagraph (f)(1)
-URI https://asc.fasb.org/extlink&oid=128097895&loc=SL121327923-165333

Reference 27: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 1
-Subparagraph (b)(3)
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22499-107794

Reference 28: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 718
-SubTopic 10
-Section 65
-Paragraph 15
-Subparagraph (e)
-URI https://asc.fasb.org/extlink&oid=128097895&loc=SL121327923-165333

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.

Fair Value Measurements - Other Information (Details) - USD ($) $ / shares in Units, $ in Thousands	Mar. 31, 2023	Dec. 31, 2022	Aug. 26, 2022	Dec. 31, 2021
Fair Value Measurements
Assets	$ 47,708	$ 54,981		$ 61,610
Liabilities	53,286	63,113		14,021
Warrant exercise price (in dollars per share)			$ 11.50
Green coffee associated with forward contracts
Fair Value Measurements
Assets	34,318	39,928		47,845
Forward sales contracts
Fair Value Measurements
Assets		15,053		13,593
Coffee futures contracts
Fair Value Measurements
Assets				172
Liabilities	302	3,334
Forward purchase contracts
Fair Value Measurements
Liabilities		4,258		14,021
Westrock Public Warrants
Fair Value Measurements
Liabilities	$ 28,538	$ 27,179
Warrant exercise price (in dollars per share)	$ 2.43	$ 2.27
Westrock Private Warrants
Fair Value Measurements
Liabilities	$ 20,942	$ 28,342
Warrant exercise price (in dollars per share)	$ 2.83	$ 3.83
Level 1
Fair Value Measurements
Assets				172
Liabilities	$ 28,840	$ 30,513
Level 1 \| Coffee futures contracts
Fair Value Measurements
Assets				172
Liabilities	302	3,334
Level 1 \| Westrock Public Warrants
Fair Value Measurements
Liabilities	28,538	27,179
Level 2
Fair Value Measurements
Assets	47,708	54,981		61,438
Liabilities	3,504	4,258		14,021
Level 2 \| Green coffee associated with forward contracts
Fair Value Measurements
Assets	34,318	39,928		47,845
Level 2 \| Forward sales contracts
Fair Value Measurements
Assets		15,053		13,593
Level 2 \| Forward purchase contracts
Fair Value Measurements
Liabilities		4,258		$ 14,021
Level 3
Fair Value Measurements
Liabilities	20,942	28,342
Level 3 \| Westrock Private Warrants
Fair Value Measurements
Liabilities	$ 20,942	$ 28,342

Segment Information (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

Summary of selected financial data related to our segments


	Three Months Ended March 31, 2023
			Sustainable				Total of
	Beverage		Sourcing &		Intersegment		Reportable
(Thousands)	Solutions		Traceability		Revenues		Segments
Net sales	$	181,209	$	25,391	$	(1,158)	$	205,442

Adjusted EBITDA		8,421		32		n/a		8,453
Less:
Interest expense								6,029
Income tax benefit								(4,359)
Depreciation and amortization								5,874
Acquisition, restructuring and integration expense								6,644
Change in fair value of warrant liabilities								(5,529)
Management and consulting fees (S&D Coffee, Inc. acquisition)								556
Equity-based compensation								1,548
Conway extract and ready-to-drink facility start-up costs								1,869
Mark-to-market adjustments								(1,236)
Loss on disposal of property, plant and equipment								896
Other								487
Net loss							$	(4,326)
Total assets		688,403		84,898		n/a		773,301


	Three Months Ended March 31, 2022
			Sustainable				Total of
	Beverage		Sourcing &		Intersegment		Reportable
(Thousands)	Solutions		Traceability		Revenues		Segments
Net sales	$	148,362	$	47,772	$	(9,706)	$	186,428

Adjusted EBITDA		10,420		974		n/a		11,394
Less:
Interest expense								8,048
Income tax benefit								(1,584)
Depreciation and amortization								6,014
Acquisition, restructuring and integration expense								2,483
Management and consulting fees (S&D Coffee, Inc. acquisition)								1,335
Equity-based compensation								171
Mark-to-market adjustments								(1,145)
Loss on disposal of property, plant and equipment								105
Other								672
Net loss							$	(4,705)
Total assets		532,035		113,329		n/a		645,364


	Year Ended December 31, 2022
			Sustainable				Total of
	Beverage		Sourcing &		Intersegment		Reportable
(Thousands)	Solutions		Traceability		Revenues		Segments
Net sales	$	685,303	$	207,579	$	(25,010)	$	867,872

Adjusted EBITDA		53,951		6,102		n/a		60,053
Less:
Interest expense, net								35,497
Income tax expense								111
Depreciation and amortization								24,210
Acquisition, restructuring and integration expense								13,169
Change in fair value of warrants								29,675
Management and consulting fees (S&D acquisition)								3,868
Equity-based compensation								2,631
Mark-to-market adjustments								3,502
Loss (gain) on disposal of property, plant and equipment								935
Other								1,916
Net loss							$	(55,461)

Capital expenditures	$	63,158	$	103		n/a	$	63,261
Total assets		658,814		87,399		n/a		746,213


	Year Ended December 31, 2021
			Sustainable				Total of
	Beverage		Sourcing &		Intersegment		Reportable
(Thousands)	Solutions		Traceability		Revenues		Segments
Net sales	$	551,013	$	170,035	$	(22,904)	$	698,144

Adjusted EBITDA		41,468		5,706		n/a		47,174
Less:
Interest expense, net								32,549
Income tax benefit								(3,368)
Depreciation and amortization								25,501
Acquisition, restructuring and integration expense								8,835
Management and consulting fees (S&D acquisition)								6,382
Equity-based compensation								1,223
Mark-to-market adjustments								(3,585)
Loss (gain) on disposal of property, plant and equipment								243
Other								702
Net loss							$	(21,308)

Capital expenditures	$	24,501	$	614		n/a	$	25,115
Total assets		510,751		82,269		n/a		593,020


	Year Ended December 31, 2020
			Sustainable				Total of
	Beverage		Sourcing &		Intersegment		Reportable
(Thousands)	Solutions		Traceability		Revenues		Segments
Net sales	$	424,906	$	150,577	$	(24,637)	$	550,846

Adjusted EBITDA		28,802		4,793		n/a		33,595
Less:
Interest expense, net								25,229
Income tax benefit								(17,545)
Depreciation and amortization								23,838
Acquisition, restructuring and integration expense								22,355
Management and consulting fees (S&D acquisition)								5,317
Equity-based compensation								1,553
Impairment charges								82,083
Inventory write-offs								5,432
Mark-to-market adjustments								(217)
Loss (gain) on disposal of property, plant and equipment								7,750
Other								6,665
Net loss							$	(128,865)

Capital expenditures	$	18,944	$	528		n/a	$	19,472
Total assets		488,577		59,563		n/a		548,140

Equity-Based Compensation

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

Equity-Based Compensation

Note 17. Equity-Based Compensation

The following table sets forth the RSU activity under the 2022 Equity Plan for the three months ended March 31, 2023.


		Average Fair
	Units	Market Value
Outstanding at December 31, 2022	1,127,000	$	11.49
Granted	1,093,471		11.93
Forfeited	(10,772)		11.57
Vested	—		—
Outstanding at March 31, 2023	2,209,699	$	11.71

Note 16. Equity-Based Compensation

The Company has implemented equity compensation programs, which are designed to attract and retain key employees while also aligning employees’ interests with the interests of our shareholders.

Stock Options


		Weighted-Average
	Options	Fair Value		Average Life
Options outstanding at December 31, 2021	3,200,071	$	0.49	8.7 years
Options granted	274,868	$	3.24
Options forfeited	(218,246)	$	0.52
Options exercised	(39,344)	$	0.53
Outstanding at December 31, 2022	3,217,349	$	0.72	7.8 years

Exercisable at December 31, 2022	605,246	$	0.53	7.6 years

The aggregate intrinsic value of outstanding options was $12.3 million at December 31, 2022.

Restricted Stock

During the year ended December 31, 2022, 475,032 RCSs vested, resulting in the issuance of approximately 330,000 Common Shares. As of December 31, 2022, 475,032 RCSs remained outstanding.

Restricted Stock Unit Awards


		Average Fair
	RSUs	Market Value
Outstanding at December 31, 2021	—	$	—
Granted	1,145,000	$	11.49
Forfeited	(18,000)	$	11.51
Vested	—	$	—
Outstanding at December 31, 2022	1,127,000	$	11.49

The aggregate intrinsic value of outstanding RSUs was approximately $15.1 million on December 31, 2022.

Property, Plant and Equipment, Net (Details) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Property, Plant and Equipment, Net
Property, plant and equipment, gross	$ 264,563		$ 252,208	$ 180,254
Less: accumulated depreciation	(69,872)		(67,002)	(52,641)
Property, plant and equipment, net	194,691		185,206	127,613
Depreciation expense	3,900	$ 4,300	17,400	18,800	$ 18,200
Land
Property, Plant and Equipment, Net
Property, plant and equipment, gross	8,998		9,052	9,150
Building
Property, Plant and Equipment, Net
Property, plant and equipment, gross	44,364		44,425	43,895
Leasehold improvements
Property, Plant and Equipment, Net
Property, plant and equipment, gross	1,914		1,651	613
Plant equipment
Property, Plant and Equipment, Net
Property, plant and equipment, gross	106,753		107,885	88,155
Vehicles and transportation equipment
Property, Plant and Equipment, Net
Property, plant and equipment, gross	700		700	876
IT systems
Property, Plant and Equipment, Net
Property, plant and equipment, gross	3,396		3,053	2,453
Furniture and fixtures
Property, Plant and Equipment, Net
Property, plant and equipment, gross	3,624		3,529	2,746
Customer beverage equipment
Property, Plant and Equipment, Net
Property, plant and equipment, gross	22,148		21,930	24,341
Lease right-of-use assets
Property, Plant and Equipment, Net
Property, plant and equipment, gross	36		36
Construction in progress and equipment deposits
Property, Plant and Equipment, Net
Property, plant and equipment, gross	$ 72,630		$ 59,947	$ 8,025
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		3 years
Maximum \| Building
Property, Plant and Equipment, Net
Useful life	40 years		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

Accumulated Other Comprehensive Income (Loss) (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

Schedule of changes in accumulated other comprehensive (loss) income, net of tax


	Three Months Ended March 31,
(Thousands)	2023		2022
Cash flow hedge changes in fair value gain (loss):
Balance at beginning of period	$	(6,355)	$	11,759
Other comprehensive income (loss) before reclassifications		2,354		(2,269)
Amounts reclassified from accumulated comprehensive income		721		(4,129)
Tax effect		(835)		1,538
Net other comprehensive income		(4,115)		6,899
Less: Other comprehensive income attributable to noncontrolling interests		—		—
Balance at end of period		(4,115)		6,899
Foreign currency translation gain
Balance at beginning of period		252		259
Other comprehensive income (loss) before reclassifications		(18)		—
Amounts reclassified from accumulated comprehensive income		—		—
Tax effect		—		—
Net other comprehensive income		234		259
Less: Other comprehensive income attributable to noncontrolling interests		—		—
Balance at end of period		234		259
Accumulated other comprehensive income (loss) at end of period	$	(3,881)	$	7,158


	Year Ended December 31,
(Thousands)	2022		2021		2020
Cash flow hedge changes in fair value gain (loss):
Balance at beginning of period	$	11,759	$	3,581	$	—
Other comprehensive income (loss) before reclassifications		(10,978)		18,010		6,490
Amounts reclassified from accumulated comprehensive income		(13,094)		(7,197)		(1,746)
Tax effect		5,958		(2,635)		(1,163)
Net other comprehensive income		(6,355)		11,759		3,581
Less: Other comprehensive income attributable to noncontrolling interests		—		—		—
Balance at end of period		(6,355)		11,759		3,581
Foreign currency translation gain
Balance at beginning of period		259		239		—
Other comprehensive income (loss) before reclassifications		(7)		20		239
Amounts reclassified from accumulated comprehensive income		—		—		—
Tax effect		—		—		—
Net other comprehensive income		252		259		239
Less: Other comprehensive income attributable to noncontrolling interests		—		—		—
Balance at end of period		252		259		239
Accumulated other comprehensive income (loss) at end of period	$	(6,103)	$	12,018	$	3,820

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

3 Months Ended

6 Months Ended

11 Months Ended

12 Months Ended

Mar. 31, 2023

Jun. 30, 2022

Dec. 31, 2021

Dec. 31, 2022

Basic and Diluted Net Income (Loss) per Common Share


	Three Months Ended March 31,
(Thousands, except per share data)	2023		2022
Basic Earnings per Common Share
Numerator:
Net loss attributable to common shareholders	$	(4,770)	$	(11,613)
Denominator:
Weighted-average common shares outstanding — basic		75,358		34,641
Basic loss per common share	$	(0.06)	$	(0.34)

Diluted Earnings per Common Share
Numerator:
Net loss attributable to common shareholders — basic	$	(4,770)	$	(11,613)
Effect of non-participating securities		(5,529)		—
Net loss attributable to common shareholders — diluted	$	(10,299)	$	(11,613)
Denominator:
Weighted-average common shares outstanding — basic		75,358		34,641
Impact of if-converted securities		—		—
Effect of other dilutive securities		1,335		—
Weighted-average common shares outstanding — diluted		76,693		34,641

Dilutive loss per common share	$	(0.13)	$	(0.34)


	Year Ended December 31,
(Thousands, except per share data)	2022		2021		2020
Diluted Earnings per Common Share
Numerator:
Net loss attributable to common shareholders — basic	$	(77,633)	$	(46,155)	$	(147,684)
Effect of non-participating securities		—		—		—
Net loss attributable to common shareholders — diluted	$	(77,633)	$	(46,155)	$	(147,684)
Denominator:
Weighted-average common shares outstanding — basic		48,444		34,472		34,202
Impact of if-converted securities		—		—		—
Effect of other dilutive securities		—		—		—
Weighted-average common shares outstanding — diluted		48,444		34,472		34,202

Dilutive loss per common share	$	(1.60)	$	(1.34)	$	(4.32)

Class A ordinary shares subject to possible redemption


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


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


												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)	$	—	$	—


	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

Acquisitions - Identifiable intangible assets (Details) - USD ($) $ in Thousands	Nov. 14, 2022	Feb. 28, 2020
S&D Acquisition
Business Acquisition
Intangible assets		$ 142,920
S&D Acquisition \| Trademark
Business Acquisition
Intangible assets		5,200
S&D Acquisition \| Customer relationships
Business Acquisition
Intangible assets		$ 137,500
Estimated Useful Life		20 years
S&D Acquisition \| Favorable lease asset
Business Acquisition
Intangible assets		$ 220
Estimated Useful Life		5 years
Kohana Coffee, LLC
Business Acquisition
Intangible assets	$ 11,638
Kohana Coffee, LLC \| Customer relationships
Business Acquisition
Intangible assets	$ 11,148
Estimated Useful Life	10 years
Kohana Coffee, LLC \| Favorable lease asset
Business Acquisition
Intangible assets	$ 490
Estimated Useful Life	2 years 6 months

Intangible Assets, Net

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022