FREE Whole Earth Brands Inc

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NOTE 1: BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

Whole Earth Brands, Inc. and its consolidated subsidiaries (“Whole Earth Brands” or the “Company”) is a global industry-leading platform, focused on the “better for you” consumer packaged goods (“CPG”) and ingredients space. The Company has a global platform of branded products and ingredients, focused on the consumer transition towards natural alternatives and clean label products.

On June 24, 2020, Act II Global Acquisition Corp., a Cayman Islands exempted company (“Act II”), domesticated into a Delaware corporation (the “Domestication”), and on June 25, 2020 (the “Closing”), consummated the indirect acquisition (the “Business Combination”) of (i) all of the issued and outstanding equity interests of Merisant Company (“Merisant”), Merisant Luxembourg Sarl (“Merisant Luxembourg”), Mafco Worldwide LLC (“Mafco Worldwide”), Mafco Shanghai LLC (“Mafco Shanghai”), EVD Holdings LLC (“EVD Holdings”), and Mafco Deutschland GmbH (together with Merisant, Merisant Luxembourg, Mafco Worldwide, Mafco Shanghai, and EVD Holdings, and their respective direct and indirect subsidiaries, “Merisant and Mafco Worldwide”), and (ii) certain assets and liabilities of Merisant and Mafco Worldwide included in the Transferred Assets and Liabilities (as defined in the Purchase Agreement (as hereafter defined)), from Flavors Holdings Inc. (“Flavors Holdings”), MW Holdings I LLC (“MW Holdings I”), MW Holdings III LLC (“MW Holdings III”), and Mafco Foreign Holdings, Inc. (“Mafco Foreign Holdings,” and together with Flavors Holdings, MW Holdings I, and MW Holdings III, the “Sellers”), pursuant to that certain Purchase Agreement (the “Purchase Agreement”) entered into by and among Act II and the Sellers dated as of December 19, 2019, as amended. In connection with the Domestication, Act II changed its name to “Whole Earth Brands, Inc.”

Upon the completion of the Domestication, each of Act II’s then-issued and outstanding ordinary shares converted, on a one-for-one basis, into shares of common stock of Whole Earth Brands. Additionally, immediately after the Business Combination, the Company issued an aggregate of 7,500,000 shares of Whole Earth Brands common stock and 5,263,500 private placement warrants (the “Private Warrants”) exercisable for 2,631,750 shares of Whole Earth Brands common stock to certain investors. On the date of Closing, the Company’s common stock and warrants began trading on The Nasdaq Stock Market under the symbols “FREE” and “FREEW,” respectively.

Basis of Presentation—The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial reporting. The balance sheet data as of December 31, 2023 was derived from the audited consolidated financial statements. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements for the year ended December 31, 2023 included in the Company’s Annual Report on Form 10-K.

In the opinion of management, the financial statements contain all adjustments necessary to state fairly the financial position of the Company as of June 30, 2024 and the results of operations and cash flows for all periods presented. All adjustments in the accompanying unaudited condensed consolidated financial statements, which management believes are necessary to state fairly the financial position, results of operations and cash flows, have been reflected and are of a normal recurring nature. Results of operations for interim periods are not necessarily indicative of results to be expected for the full year.

Principles of Consolidation—The condensed consolidated financial statements include the accounts of Whole Earth Brands, Inc., and its indirect and wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.

Use of Estimates—The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the unaudited condensed consolidated financial statements and accompanying notes. Actual results could differ from these estimates.

Accounting Standards Not Yet Adopted—The Company qualifies as an emerging growth company (an “EGC”) and as such, has elected the extended transition period for complying with certain new or revised accounting pronouncements. During the extended transition period, the Company is not subject to certain new or revised accounting standards applicable to public companies.

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In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures”. The standard expands segment disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses. The standard is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating the impact of adopting ASU 2023-07 on its consolidated financial statement disclosures.

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures”. The standard requires enhanced disclosure and greater disaggregation of information related to the effective tax rate reconciliation and income taxes paid. The standard is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating the impact of adopting ASU 2023-09 on its consolidated financial statement disclosures.

NOTE 2: MERGER

On February 12, 2024, the Company entered into an Agreement of Merger (the “Merger Agreement”) with Ozark Holdings, LLC, a Delaware limited liability company (“Parent”) and Sweet Oak Merger Sub, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Parent (“Merger Sub”). Upon the terms and subject to the conditions set forth in the Merger Agreement, upon the closing of the transaction, Merger Sub is expected to merge with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly-owned subsidiary of Parent. The transaction is expected to close in the third calendar quarter of 2024, subject to the satisfaction of closing conditions contained in the Merger Agreement, including approval of the Merger by (a) the holders of a majority in voting power of the Company’s outstanding common stock, voting as a single class, and (b) the holders of sixty-six and two-thirds percent of the outstanding common stock not owned by Parent or any Parent Affiliated Persons (as defined in the Merger Agreement). Subsequent to completion of the transaction, the Company’s common stock will no longer be publicly listed and the Company will become a privately-held company. Subject to the terms and conditions of the Merger Agreement, at the effective time of the Merger (the “Effective Time”):

•each share of the Company’s common stock issued and outstanding immediately prior to the Effective Time (other than (i) shares of common stock owned by the Company, its wholly owned subsidiaries, Parent or any of Parent’s affiliates and (ii) dissenting shares of common stock) will be converted into the right to receive cash consideration equal to $4.875 per share of common stock (the “Per Share Merger Consideration”);

•each warrant to purchase shares of common stock outstanding immediately prior to the Effective Time shall, without any action on the part of the holder thereof, cease to represent a warrant to purchase shares of common stock and instead represent a right by the holder upon any subsequent exercise of such warrant to receive the Per Share Merger Consideration, provided that if the holder of such warrant properly exercises such warrant within 30 days following the public disclosure of the consummation of the Merger in a current report on Form 8-K, the exercise price of such warrant will be reduced by an amount equal to the difference (but in no event less than zero) of (i) the exercise price of such warrant in effect prior to such reduction minus (ii) (A) the Per Share Merger Consideration minus (B) the Black-Scholes value of such warrant;

•each award of restricted common stock will become immediately fully vested and treated as a share of common stock issued and outstanding immediately prior to the Effective Time;

•each restricted stock unit award with respect to shares of common stock will become fully vested and, after giving effect to such vesting, automatically be cancelled and converted into the right to receive an amount in cash (less any applicable tax withholding) equal to (A) the total number of shares of common stock underlying such award, multiplied by (B) the Per Share Merger Consideration; and

•each performance-based restricted stock unit award with respect to shares of common stock will become fully vested based on target level achievement of all performance targets (without application of any modifier) and, after giving effect to such vesting, automatically be cancelled and converted into the right to receive an amount in cash (less any applicable tax withholding) equal to (Y) the total number of shares of common stock underlying such award, multiplied by (Z) the Per Share Merger Consideration.

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The Merger Agreement contains customary representations, warranties and covenants of the Company, Parent and Merger Sub, including, among others, covenants by the Company (i) to conduct its business in the ordinary course during the period between the execution of the Merger Agreement and consummation of the Merger and (ii) not to engage in certain expressly enumerated transactions during such period. Under the terms of the Merger Agreement, the Company is subject to a customary “no-shop” provision that restricts the Company and its representatives from soliciting a Takeover Proposal (as defined in the Merger Agreement) from third parties or providing information to or participating in any discussions or negotiations with third parties regarding any Takeover Proposal. However, prior to the receipt of the requisite approval of the holders of common stock, the “no-shop” provision permits the Company, under certain circumstances and in compliance with certain obligations set forth in the Merger Agreement, to provide non-public information and engage in discussions and negotiations with respect to an unsolicited Takeover Proposal that would reasonably be expected to lead to a Superior Proposal (as defined in the Merger Agreement).

The Merger Agreement also contains certain termination rights for the Company and Parent, with a termination fee of $20 million payable by the Company to Parent under certain circumstances and a termination fee of $40 million payable by Parent to the Company under certain circumstances. In addition, the Company or Parent may terminate the Merger Agreement if the Merger is not consummated by August 12, 2024.

The Merger Agreement, the Merger and the transactions contemplated thereby were (i) unanimously recommended by a special committee of the board of directors of the Company (the “Board”), consisting solely of disinterested members of the Board, on February 12, 2024 and (ii) unanimously approved by the disinterested members of the Board on February 12, 2024.

The Company’s directors and executive officers may have interests in the Merger that may be different from, or in addition to, the interests of the Company’s stockholders generally. The following is a summary of the interests that certain of the Company’s directors and executive officers have in connection with the Merger:

•Parent is controlled by Sir Martin Franklin, the father of Michael E. Franklin, a director. Additionally, Mr. Michael Franklin holds a profits interest in Sababa Holdings FREE LLC, which is an affiliate of Parent and Merger Sub. Mr. Michael Franklin also has the title of Partner in Mariposa Capital, LLC, which is the manager of Parent and Merger Sub. The Company has been advised by Parent that, following the consummation of the Merger, Mr. Michael Franklin may have a senior management position with the surviving company.

•On February 12, 2024, Irwin D. Simon, the Executive Chairman of the Board, entered into a consulting agreement with Parent and the Company, pursuant to which Mr. Simon will provide certain transitional services to the Company following the consummation of the Merger for a term of six months, unless extended or renewed, and will be entitled to a consulting fee of $1.4 million to be paid on the closing date of the Merger.

•Certain executive officers including the Co-Chief Executive Officers (Rajnish Ohri and Jeffrey Robinson), the Chief Financial Officer (Bernardo Fiaux), and the Chief Accounting Officer (Brian Litman) have entered into Transaction Bonus Agreements with the Company under which they are eligible to receive a cash bonus contingent upon the closing of a “Change in Control” of the Company (as defined in the Transaction Bonus Agreements), so long as such Change in Control occurs on or before December 31, 2024.

•Each member of the Board, with the exception of Mr. Franklin, received a special one-time fee for their services in connection with the Merger (for Mr. Simon, this fee was in the amount of $100,000; for Steven M. Cohen, this fee was in the amount of $130,000; for Denise M. Faltischek, this fee was in the amount of $120,000; for Ira J. Lamel, this fee was in the amount of $35,000; and for Anuraag Agarwal and Michael F. Goss, this fee was in the amount of $25,000).

•The vesting of certain unvested equity awards held by certain of the Company’s directors and executive officers will accelerate upon the effectiveness of the Merger.

•Each of the Company’s directors and officers are entitled to continued indemnification and insurance coverage under the Merger Agreement and indemnification agreements between us and such individuals.

The foregoing descriptions of the Merger, the Merger Agreement, and the transactions contemplated thereby are not complete and are qualified in their entirety by the full text of the Merger Agreement, which is incorporated by reference as an exhibit to this report. For more information about the Merger, the Merger Agreement, and the transactions contemplated thereby, see the definitive proxy statement filed by the Company with the Securities and Exchange Commission on June 24, 2024.

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NOTE 3: INVENTORIES

Inventories consisted of the following (in thousands):

			June 30, 2024									December 31, 2023
Raw materials and supplies			$	113,912								$	125,421
Work in process			983									1,505
Finished goods			86,430									82,345
Total inventories			$	201,325								$	209,271

NOTE 4: GOODWILL AND OTHER INTANGIBLE ASSETS

Goodwill and other intangible assets consisted of the following (in thousands):

						June 30, 2024																		December 31, 2023
						Gross Amount						Accumulated Amortization						Net Amount						Gross Amount						Accumulated Amortization						Net Amount
Other intangible assets subject to amortization
Customer relationships (useful life of 5 to 10 years)						$	105,259					$	(43,810)					$	61,449					$	105,616					$	(38,074)					$	67,542
Tradenames (useful life of 25 years)						171,642						(25,829)						145,813						174,495						(22,801)						151,694
Total						$	276,901					$	(69,639)					207,262						$	280,111					$	(60,875)					219,236
Other intangible assets not subject to amortization
Product formulations																		10,700																		10,700
Total other intangible assets, net																		217,962																		229,936
Goodwill																		186,520																		193,610
Total goodwill and other intangible assets																		$	404,482																	$	423,546

At June 30, 2024 and December 31, 2023, goodwill at Branded CPG was $182.9 million and $190.0 million, respectively. At June 30, 2024 and December 31, 2023, goodwill at Flavors & Ingredients was $3.6 million and $3.7 million, respectively. The change in the goodwill balances is due to fluctuations in foreign exchange rates.

The amortization expense for intangible assets was $4.7 million and $9.4 million for the three and six months ended June 30, 2024, respectively, and $4.7 million and $9.3 million for the three and six months ended June 30, 2023, respectively.

Amortization expense relating to amortizable intangible assets as of June 30, 2024 for the next five years is expected to be as follows (in thousands):

Remainder of 2024			$	9,350
2025			18,455
2026			18,223
2027			17,013
2028			15,027
2029			14,231

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NOTE 5: DEBT

Debt consisted of the following (in thousands):

			June 30, 2024						December 31, 2023
Term loan, due 2028			$	362,812					$	364,688
Revolving credit facility, due 2026			71,000						64,000
Less: current portion			(3,750)						(3,750)
Less: unamortized discount and debt issuance costs			(6,229)						(7,009)
Total long-term debt			$	423,833					$	417,929

Loan Agreement—At both June 30, 2024 and December 31, 2023, the Company’s senior secured loan agreement consisted of a senior secured term loan facility (the “Term Loan Facility”) of $375 million and a revolving credit facility of up to $125 million (the “Revolving Facility,” and together with the Term Loan Facility, the “Credit Facilities”). As of June 30, 2024 and December 31, 2023, term loan borrowings were $356.6 million and $357.7 million, respectively, net of unamortized discount and debt issuance costs of $6.2 million and $7.0 million, respectively. There were $71.0 million and $64.0 million of borrowings under the revolving credit facility as of June 30, 2024 and December 31, 2023, respectively. Additionally, as of June 30, 2024 and December 31, 2023, the Company’s unamortized debt issuance costs related to the revolving credit facility were $1.3 million and $1.7 million, respectively, which are included in other assets in the condensed consolidated balance sheet. As of both June 30, 2024 and December 31, 2023, there were $3.3 million of outstanding letters of credit that reduced the Company’s availability under the revolving credit facility. See Note 7 to the Company’s consolidated financial statements in its Annual Report on Form 10-K for the year ended December 31, 2023 for further information and significant terms and conditions associated with the Term Loan Facility and Revolving Facility.

On June 15, 2022, the Company and certain of its subsidiaries entered into a first amendment (the “First Amendment”) to the Amended and Restated Loan Agreement dated as of February 5, 2021 (the “Amended and Restated Loan Agreement”). The First Amendment increased the aggregate principal amount of the Revolving Credit Facility from $75 million to $125 million (the “Amended Revolving Credit Facility”) and transitioned from LIBOR to Secured Overnight Financing Rate (“SOFR”) as the benchmark for purposes of calculating interest for all loans outstanding under the Amended and Restated Loan Agreement. At the election of the Company, loans outstanding under the Amended and Restated Loan Agreement will accrue interest at a rate per annum equal to (i) term SOFR plus 0.10%, 0.15%, or 0.25% in case of, respectively, a one-month, three-month, or six-month interest period (“Adjusted Term SOFR”), or (ii) the greater of the prime rate, the federal funds effective rate plus 0.50%, and one-month Adjusted Term SOFR plus 1.00%, in each case plus the applicable margin which is equal to (i) with respect to Amended Revolving Credit Facility and letters of credit, (A) 2.75%, in the case of base rate advances, and (B) 3.75% in the case of SOFR advances, and (ii) with respect to the Term Loan Facility, (A) 3.50%, in the case of base rate advances, and (B) 4.50% in the case of SOFR advances, with a SOFR floor of 1.00%. In connection with the Amendment, the Company paid fees and incurred transaction costs of $0.7 million, all of which was deferred. The transition to SOFR did not materially impact the interest rates applied to the Company’s borrowings. No other material changes were made to the terms of the Company’s Amended and Restated Loan Agreement as a result of the First Amendment.

On April 24, 2023, the Company and certain of its subsidiaries entered into a second amendment (the “Second Amendment”) to the Amended and Restated Loan Agreement. The Second Amendment changed the maximum consolidated total leverage ratio covenant as follows: (i) the consolidated total leverage ratio temporarily increased by 0.25 turns for the first quarter of 2023, 0.5 turns on a quarterly basis through the fourth quarter of 2023, and 0.25 turns in the first quarter of 2024; and (ii) beginning in the second quarter of 2024, the consolidated total leverage ratio returned to a level not to exceed 5.5x. No other material changes were made in terms of the Company’s Amended and Restated Agreement as a result of the Second Amendment.

On October 5, 2023, the Company and certain of its subsidiaries entered into a third amendment (the “Third Amendment”) to the Amended and Restated Loan Agreement. The Third Amendment revised a clause in the definition of consolidated EBITDA used for determining compliance with financial covenants effective beginning with the second quarter of 2023 through the first quarter of 2024. The amendment did not impact the calculation of consolidated EBITDA previously determined for the second quarter of 2023.

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NOTE 6: WARRANTS

NOTE 7: FAIR VALUE MEASUREMENTS

The Company measures and records in its consolidated financial statements certain assets and liabilities at fair value. ASC Topic 820 “Fair Value Measurement and Disclosures,” establishes a fair value hierarchy for instruments measured at fair value that distinguishes between assumptions based on market data (observable inputs) and the Company’s own assumptions (unobservable inputs). This hierarchy consists of the following three levels:

•Level 1 – Assets and liabilities whose values are based on unadjusted quoted prices for identical assets or liabilities in an active market.

•Level 2 – Assets and liabilities whose values are based on inputs other than those included in Level 1, including quoted market prices in markets that are not active; quoted prices of assets or liabilities with similar attributes in active markets; or valuation models whose inputs are observable or unobservable but corroborated by market data.

•Level 3 – Assets and liabilities whose values are based on valuation models or pricing techniques that utilize unobservable inputs that are significant to the overall fair value measurement.

Certain assets are measured at fair value on a nonrecurring basis; that is, the instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (for example, when there is evidence of impairment).

Current Assets and Other Financial Assets and Liabilities—Cash and cash equivalents, trade accounts receivable and trade accounts payable are measured at carrying value, which approximates fair value because of the short-term maturities of these instruments. Certain of the Company’s cash equivalents are held in money market funds and are valued using Net Asset Value.

Investment in Securities—The Company has assets in an investment fund that holds surplus funds from its terminated qualified pension plan that is being used to fund contributions to the defined contribution plan at Flavors & Ingredients and is presented in other assets in the condensed consolidated balance sheet. The investment is classified as available-for-sale and carried at fair market value. At June 30, 2024, both the estimated fair value and cost basis of the investment fund was $1.9 million. At December 31, 2023, both the estimated fair value and cost basis of the investment fund was $2.2 million. The estimated fair value of the investment fund utilized Level 2 inputs.

Debt—The Company measures its term loan and revolving facilities at original carrying value, net of unamortized deferred financing costs and fees. At June 30, 2024, the estimated fair value of the term loan was $362.8 million as compared to a carrying value of $356.6 million. At December 31, 2023, the estimated fair value of the term loan was $317.3 million as compared to a carrying value of $357.7 million. The estimated fair value of the outstanding principal balance of the term loan utilized Level 2 inputs as it is based on quoted market prices for identical or similar instruments. The fair value of the revolving facility at both June 30, 2024 and December 31, 2023 approximated carrying value.

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On June 9, 2023, the Company entered into an interest rate swap with a notional value of $183.3 million that matures on February 5, 2026 to exchange variable for fixed rate interest payments related to the Term Loan Facility. The effective date of the interest rate swap was June 30, 2023. The interest rate swap is designated as a cash flow hedge and is considered highly effective. As a result, no ineffectiveness has been recognized in the condensed consolidated statement of operations during the three and six months ended June 30, 2024. As of June 30, 2024, the fair value of the interest rate swap was recorded in other assets in the condensed consolidated balance sheet in the amount of approximately $1.2 million with the unrealized gain recognized in other comprehensive income (loss). The change in fair value will subsequently be reclassified from other comprehensive income (loss) to interest expense, net in the periods when the hedge transaction affects earnings. Realized gains, net of tax of $0.4 million and $0.7 million, respectively, were reclassified to net income in the three and six months ended June 30, 2024. As of June 30, 2024, the Company expects approximately $1.3 million of the unrealized gain to be reclassified from other comprehensive income (loss) to interest expense, net over the next twelve months. The interest rate swap fair value is considered Level 2 within the fair value hierarchy as it includes quoted market prices for similar instruments as well as interest rates and yield curves that are observable in the market.

NOTE 8: COMMITMENTS AND CONTINGENCIES

The Company is subject to various claims, pending and possible legal actions for product liability and other damages, and other matters arising out of the conduct of the business. The Company believes, based on current knowledge and consultation with counsel, that the outcome of such claims and actions will not have a material adverse effect on the Company’s condensed consolidated financial position or results of operations.

NOTE 9: INCOME TAXES

The Company’s provision for income taxes consists of U.S., state and local, and foreign taxes. The Company has significant operations in various locations outside the U.S. The annual effective tax rate is a composite rate reflecting the earnings in the various locations at their applicable statutory tax rates. At each interim period, the Company updates its estimate of the annual effective tax rate and records cumulative adjustments as necessary. The Company has historically calculated the provision for income taxes during interim reporting periods by applying an estimate of the annual effective tax rate for the full year to “ordinary” income or loss (pre-tax income or loss excluding unusual or infrequently occurring discrete items) for the reporting period. ASC 740, “Income Taxes,” allows the use of the year-to-date effective tax rate (the “discrete method”) when a reliable estimate of the estimated annual effective tax rate cannot be made. During the first quarter of 2024, the Company determined the use of the discrete method is more appropriate than the annual effective tax rate method due to sensitivity to small changes to projected pre-tax earnings, which resulted in significant variations in the customary relationship between income tax expense and pre-tax earnings. As such, the Company has discretely calculated the income tax provision based on its pre-tax earnings for the three and six months ended June 30, 2024.

The Company’s income tax provision was $0.9 million for the three months ended June 30, 2024. The effective tax rate for the three months ended June 30, 2024 was (63.4%) on a pre-tax loss of $1.4 million. The effective tax rate differs from the statutory federal rate of 21% primarily due to an increase in the valuation allowance related to interest expense for which deductibility is limited under IRC §163(j), foreign income at different rates, non-deductible permanent differences, and state and local taxes recorded during the period.

The Company’s income tax provision was $2.8 million for the six months ended June 30, 2024. The effective tax rate for the six months ended June 30, 2024 was (31.1%) on a pre-tax loss of $8.9 million. The effective tax rate differs from the statutory federal rate of 21% primarily due to an increase in the valuation allowance related to interest expense for which deductibility is limited under Section 163(j) of the Internal Revenue Code (“IRC §163(j)”), foreign income at different rates, non-deductible permanent differences, and state and local taxes recorded during the period.

The Company’s income tax benefit was $2.8 million for the three months ended June 30, 2023, which includes a discrete tax provision of $0.3 million related primarily to tax expense for a shortfall on the tax benefits on stock-based awards that have vested and the remeasurement of state deferred taxes as a result of state law changes enacted during the quarter. The effective tax rate for the three months ended June 30, 2023 was 33.3% on a pre-tax loss of $8.3 million. The effective tax rate differs from the statutory federal rate of 21% primarily due to foreign income at different rates, permanent differences, and the discrete tax provision described above.

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The Company’s income tax provision was $8.7 million for the six months ended June 30, 2023, which includes a discrete tax provision of $1.3 million related primarily to tax expense for a shortfall of the tax benefits on stock-based awards that have vested and the remeasurement of state deferred taxes as a result of state law changes enacted during the first half of 2023. The effective tax rate for the six months ended June 30, 2023 was (52.5%) on a pre-tax loss of $16.6 million which differs from the statutory federal rate of 21% primarily due to an increase in the valuation allowance related to interest expense for which deductibility is limited under IRC §163(j), foreign income at different rates, non-deductible permanent differences, state and local taxes, and the U.S. tax effect of international operations including Global Intangible Low-Taxed Income recorded during the period, and the discrete tax provision described above.

NOTE 10: STOCK-BASED COMPENSATION

On June 24, 2020, the Whole Earth Brands, Inc. 2020 Long-Term Incentive Plan (the “2020 Plan”) was approved for the purpose of promoting the long-term financial interests and growth of the Company and its subsidiaries by attracting and retaining management and other personnel and key service providers. On June 8, 2023, the Company’s stockholders’ approved the Amended and Restated Whole Earth Brands, Inc. 2020 Long-Term Incentive Plan (the “Amended 2020 Plan”), which increased the number of shares authorized under the Amended 2020 Plan by 4,000,000 shares. Subsequent to the amendment and restatement, an aggregate of 13,300,000 shares of common stock are authorized for issuance under the Amended 2020 Plan. The Plan provides for the granting of stock options (“SOs”), stock appreciation rights (“SARs”), restricted stock awards (“RSAs”), restricted stock units (“RSUs”), performance shares, performance share units (“PSUs”) and other stock-based awards to officers, employees and non-employee directors of, and certain other service providers to, the Company and its subsidiaries. These awards are settled in shares of the Company’s stock and therefore classified as equity awards.

RSUs generally vest ratably on the anniversary of the grant date over a period of one to three years, depending on the specific terms of each RSU agreement.

PSU awards generally cliff vest subsequent to the completion of the cumulative three-year performance period, depending on the period specified in each respective PSU agreement. The number of PSUs that ultimately vest depends on the Company’s performance relative to specified cumulative financial targets established for each grant and are expected to be settled in stock.

Stock-based compensation expense for the three and six months ended June 30, 2024 was $1.0 million and $3.0 million, respectively. Stock-based compensation expense for the three and six months ended June 30, 2023 was $3.1 million and $4.9 million, respectively.

A summary of activity and weighted average fair values related to the RSUs is as follows:

			Six Months Ended June 30, 2024
			Shares						Weighted Average Grant Date Fair Value (per share)
Outstanding at December 31, 2023			2,116,671						$	3.19
Granted			26,954						3.71
Vested			(694,796)						3.58
Forfeited			(18,496)						2.87
Outstanding and nonvested at June 30, 2024			1,430,333						$	3.02

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A summary of activity and weighted average fair values related to the RSAs is as follows:

			Six Months Ended June 30, 2024
			Shares						Weighted Average Grant Date Fair Value (per share)
Outstanding at December 31, 2023			214,556						$	5.06
Vested			(73,276)						6.96
Outstanding and nonvested at June 30, 2024			141,280						$	4.07

A summary of activity and weighted average fair values related to the PSUs is as follows:

			Six Months Ended June 30, 2024
			Shares						Weighted Average Grant Date Fair Value (per share)
Outstanding at December 31, 2023			1,530,360						$	4.21
Vested			(208,362)						3.75
Forfeited			(25,211)						3.50
Outstanding and nonvested at June 30, 2024			1,296,787						$	3.19

As of June 30, 2024, the Company had not yet recognized compensation costs on nonvested awards as follows (in thousands):    

			Unrecognized Compensation Cost						Weighted Avg. Remaining Recognition Period (in years)
Nonvested awards			$	4,894					1.28

The nonvested awards excludes unvested PSUs that are deemed not probable of vesting constituting $2.2 million of unrecognized compensation expense at June 30, 2024.

NOTE 11: EARNINGS PER SHARE

Basic earnings (loss) per common share (“EPS”) is calculated by dividing net income (loss) by the weighted average number of common shares outstanding for the period. Warrants issued are not considered outstanding at the date of issuance. RSUs and RSAs also are not considered outstanding until they have vested. Contingently issuable shares associated with outstanding PSUs that have cliff vesting based on achievement of a performance condition were not included in the earnings per share calculations for the periods presented as the applicable vesting conditions had not been satisfied.

Diluted EPS is calculated by dividing net income (loss) by the weighted average shares outstanding assuming dilution. Dilutive common shares outstanding is computed using the treasury stock method and reflects the additional shares that would be outstanding if dilutive warrants were exercised and restricted stock units and restricted stock awards were settled for common shares during the period.

For warrants that are liability-classified, during the periods when the impact would be dilutive, the Company assumes share settlement of the instruments as of the beginning of the reporting period and adjusts the numerator to remove the change in the fair value of warrant liability and adjusts the denominator to include the dilutive shares using the treasury stock method.

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The computation of basic and diluted earnings (loss) per common share is shown below (in thousands, except for share and per share data):

			Three Months Ended												Six Months Ended
			June 30, 2024						June 30, 2023						June 30, 2024						June 30, 2023
EPS numerator:
Net (loss) income attributable to common shareholders			$	(2,213)					$	(5,517)					$	(11,609)					$	(25,314)
EPS denominator:
Weighted average shares outstanding - basic			43,268,822						42,339,642						43,076,597						42,198,060
Effect of dilutive securities			—						—						—						—
Weighted average shares outstanding - diluted			43,268,822						42,339,642						43,076,597						42,198,060
Net (loss) earnings per share:
Basic			$	(0.05)					$	(0.13)					$	(0.27)					$	(0.60)
Diluted			$	(0.05)					$	(0.13)					$	(0.27)					$	(0.60)

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NOTE 12: ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

The following table summarizes accumulated other comprehensive income (loss) (“AOCI”), net of taxes, by component (in thousands):

			Net Currency Translation Gains (Losses)						Cash Flow Hedges						Funded Status of Benefit Plans						Total Accumulated Other Comprehensive Income (Loss)
Balance at December 31, 2022			$	(4,711)					$	—					$	3,669					$	(1,042)
Other comprehensive income before reclassifications			4,416						—						—						4,416
Amounts reclassified from AOCI			—						—						(12)						(12)
Balance at March 31, 2023			(295)						—						3,657						3,362
Other comprehensive (loss) income before reclassifications			(2,371)						655						—						(1,716)
Amounts reclassified from AOCI			—						—						(11)						(11)
Balance at June 30, 2023			$	(2,666)					$	655					$	3,646					$	1,635
Balance at December 31, 2023			$	7,076					$	(748)					$	2,921					$	9,249
Other comprehensive (loss) income before reclassifications			(11,008)						1,777						—						(9,231)
Amounts reclassified from AOCI			—						(371)						(10)						(381)
Balance at March 31, 2024			(3,932)						658						2,911						(363)
Other comprehensive (loss) income before reclassifications			(508)						572						—						64
Amounts reclassified from AOCI			—						(355)						(10)						(365)
Balance at June 30, 2024			$	(4,440)					$	875					$	2,901					$	(664)

NOTE 13: RELATED PARTY TRANSACTIONS

In December 2019, Wholesome entered into a partnership agreement with Sucro Can International, LLC (“Sucro”) to form WS Services, LLC (“WS Services”), in which Wholesome received a 50% interest and accounted for the partnership as an equity method investment. On December 31, 2023, Wholesome sold its 50% partnership interest to Sucro and exited the partnership in exchange for a $0.2 million promissory note that was due and received on March 30, 2024. During the three and six months ended June 30, 2023, the Company expensed $0.2 million and $0.4 million, respectively, related to costs incurred by WS Services for Wholesome’s use of a warehouse space for storage of raw materials. The Company had a liability to WS Services of approximately $0.1 million as of December 31, 2023.

NOTE 14: BUSINESS SEGMENTS

The Company has two reportable segments: Branded CPG and Flavors & Ingredients. In addition, the Company’s corporate office functions are reported and included under Corporate. Corporate is not a reportable or operating segment but is included for reconciliation purposes and includes the costs for the corporate office administrative activities as well as transaction-related and other costs. The Company does not present assets by reportable segments as they are not reviewed by the Chief Operating Decision Maker for purposes of assessing segment performance and allocating resources.

---

The following table presents selected financial information relating to the Company’s business segments (in thousands):

			Three Months Ended												Six Months Ended
			June 30, 2024						June 30, 2023						June 30, 2024						June 30, 2023
Product revenues, net
Branded CPG			$	103,381					$	102,301					$	201,834					$	204,311
Flavors & Ingredients			32,546						30,601						63,593						61,008
Total product revenues, net			$	135,927					$	132,902					$	265,427					$	265,319
Operating income
Branded CPG			$	8,363					$	1,461					$	13,346					$	618
Flavors & Ingredients			8,196						9,005						16,786						18,541
			16,559						10,466						30,132						19,159
Corporate			(6,772)						(7,417)						(17,220)						(13,109)
Total operating income			$	9,787					$	3,049					$	12,912					$	6,050

The following table presents disaggregated revenue information for the Company (in thousands):

			Three Months Ended												Six Months Ended
			June 30, 2024						June 30, 2023						June 30, 2024						June 30, 2023
Branded CPG:
North America			$	73,329					$	69,307					$	146,068					$	143,361
Europe			17,799						19,691						32,587						35,660
India, Middle East and Africa			3,465						3,986						6,077						7,139
Asia-Pacific			5,298						5,497						10,107						11,312
Latin America			3,490						3,820						6,995						6,839
Flavors & Ingredients			32,546						30,601						63,593						61,008
Total product revenues, net			$	135,927					$	132,902					$	265,427					$	265,319

NOTE 15: SUBSEQUENT EVENTS

The Merger Agreement, the Merger and the transactions contemplated thereby were approved by (a) the holders of a majority in voting power of the Company’s outstanding common stock, voting as a single class, and (b) the holders of sixty-six and two-thirds percent of the outstanding common stock not owned by Parent or any Parent Affiliated Persons (as defined in the Merger Agreement) at a special meeting of stockholders held by the Company on July 31, 2024.

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v3.24.2.u1

COVER PAGE - shares	6 Months Ended
	Jun. 30, 2024	Jul. 31, 2024
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2024
Document Transition Report	false
Entity File Number	001-38880
Entity Registrant Name	Whole Earth Brands, Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	38-4101973
Entity Address, Address Line One	125 S. Wacker Drive
Entity Address, Address Line Two	Suite 1250
Entity Address, City or Town	Chicago
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60606
City Area Code	312
Local Phone Number	840-6000
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		43,444,240
Entity Central Index Key	0001753706
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q2
Amendment Flag	false
Common Stock
Document Information [Line Items]
Title of 12(b) Security	Common stock, par value $0.0001 per share
Trading Symbol	FREE
Security Exchange Name	NASDAQ
Warrant
Document Information [Line Items]
Title of 12(b) Security	Warrants to purchase one-half of one share of common stock
Trading Symbol	FREEW
Security Exchange Name	NASDAQ

v3.24.2.u1

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Current Assets
Cash and cash equivalents	$ 24,788	$ 30,513
Accounts receivable (net of allowances of $1,007 and $1,460, respectively)	73,113	74,012
Inventories	201,325	209,271
Prepaid expenses and other current assets	8,370	6,429
Total current assets	307,596	320,225
Property, Plant and Equipment, net	53,214	54,937
Other Assets
Operating lease right-of-use assets	36,255	19,223
Goodwill	186,520	193,610
Other intangible assets, net	217,962	229,936
Deferred tax assets, net	517	500
Other assets	7,067	7,266
Total Assets	809,131	825,697
Current Liabilities
Accounts payable	41,420	55,662
Accrued expenses and other current liabilities	26,915	32,173
Current portion of operating lease liabilities	5,770	7,370
Current portion of long-term debt	3,750	3,750
Total current liabilities	77,855	98,955
Non-Current Liabilities
Long-term debt	423,833	417,929
Deferred tax liabilities, net	31,784	31,579
Operating lease liabilities, less current portion	32,505	14,336
Other liabilities	11,064	11,208
Total Liabilities	577,041	574,007
Commitments and Contingencies (Note 8)	0	0
Stockholders’ Equity
Preferred shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding at June 30, 2024 and December 31, 2023	0	0
Common stock, $0.0001 par value; 220,000,000 shares authorized; 43,444,240 and 42,853,468 shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively	4	4
Additional paid-in capital	367,643	365,721
Accumulated deficit	(134,893)	(123,284)
Accumulated other comprehensive (loss) income	(664)	9,249
Total stockholders’ equity	232,090	251,690
Total Liabilities and Stockholders’ Equity	$ 809,131	$ 825,697

v3.24.2.u1

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Current Assets
Accounts receivable, allowances	$ 1,007	$ 1,460
Stockholders’ Equity
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized (in shares)	1,000,000	1,000,000
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	220,000,000	220,000,000
Common stock, shares issued (in shares)	43,444,240	42,853,468
Beginning balance (in shares)	43,444,240	42,853,468

v3.24.2.u1

Condensed Consolidated Statements of Operations - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Income Statement [Abstract]
Product revenues, net	$ 135,927	$ 132,902	$ 265,427	$ 265,319
Cost of goods sold	95,811	99,522	188,004	199,598
Gross profit	40,116	33,380	77,423	65,721
Selling, general and administrative expenses	25,663	25,634	55,157	50,323
Amortization of intangible assets	4,666	4,697	9,354	9,348
Operating income	9,787	3,049	12,912	6,050
Interest expense, net	(10,985)	(11,063)	(21,844)	(21,767)
Other (expense) income, net	(156)	(256)	74	(885)
Loss before income taxes	(1,354)	(8,270)	(8,858)	(16,602)
Provision (benefit) for income taxes	859	(2,753)	2,751	8,712
Net loss	$ (2,213)	$ (5,517)	$ (11,609)	$ (25,314)
Net loss per share:
Basic (in dollars per share)	$ (0.05)	$ (0.13)	$ (0.27)	$ (0.60)
Diluted (in dollars per share)	$ (0.05)	$ (0.13)	$ (0.27)	$ (0.60)
Revenue from Contract with Customer, Product and Service [Extensible List]	Product [Member]	Product [Member]

v3.24.2.u1

Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Statement of Comprehensive Income [Abstract]
Net loss	$ (2,213)	$ (5,517)	$ (11,609)	$ (25,314)
Other comprehensive income (loss), net of tax:
Net change in pension benefit obligations recognized, net of taxes of $(3), $(4), $(6) and $(8), respectively	(10)	(11)	(20)	(23)
Unrealized gains and losses on cash flow hedges, net of taxes of $197, $219, $812 and $219, respectively	572	655	2,349	655
Gains and losses on cash flow hedges reclassified to net income, net of taxes of $(123), $0, $(250), and $0, respectively	(355)	0	(726)	0
Foreign currency translation adjustments	(508)	(2,371)	(11,516)	2,045
Total other comprehensive income (loss), net of tax	(301)	(1,727)	(9,913)	2,677
Comprehensive loss	$ (2,514)	$ (7,244)	$ (21,522)	$ (22,637)

v3.24.2.u1

Condensed Consolidated Statements of Comprehensive Income (Loss) (Parenthetical) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Statement of Comprehensive Income [Abstract]
Net change in pension benefit obligations recognized, tax	$ (3)	$ (4)	$ (6)	$ (8)
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), before Reclassification, Tax	197	219	812	219
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), Reclassification, Tax	$ 123	$ 0	$ 250	$ 0

v3.24.2.u1

Condensed Consolidated Statements of Equity - USD ($) $ in Thousands	Total	Common Stock	Additional Paid-in Capital	Accumulated Deficit	Accumulated Other Comprehensive Income (Loss)
Beginning balance at Dec. 31, 2022	$ 274,551	$ 4	$ 360,777	$ (85,188)	$ (1,042)
Beginning balance (in shares) at Dec. 31, 2022		41,994,355
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(25,314)
Other comprehensive loss, net of tax	2,677
Ending balance at Jun. 30, 2023	255,835	$ 4	364,698	(110,502)	1,635
Ending balance (in shares) at Jun. 30, 2023		42,462,895
Beginning balance at Mar. 31, 2023	260,545	$ 4	362,164	(104,985)	3,362
Beginning balance (in shares) at Mar. 31, 2023		42,244,966
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(5,517)			(5,517)
Other comprehensive loss, net of tax	(1,727)				(1,727)
Stock-based compensation	2,883		2,883
Net share settlements of stock-based awards	(349)		(349)
Net share settlements of stock-based awards (in shares)		217,929
Ending balance at Jun. 30, 2023	255,835	$ 4	364,698	(110,502)	1,635
Ending balance (in shares) at Jun. 30, 2023		42,462,895
Beginning balance at Dec. 31, 2023	$ 251,690	$ 4	365,721	(123,284)	9,249
Beginning balance (in shares) at Dec. 31, 2023	42,853,468	42,853,468
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	$ (9,396)			(9,396)
Other comprehensive loss, net of tax	(9,612)				(9,612)
Stock-based compensation	1,763		1,763
Net share settlements of stock-based awards	(458)		(458)
Net share settlements of stock-based awards (in shares)		205,073
Ending balance at Mar. 31, 2024	233,987	$ 4	367,026	(132,680)	(363)
Ending balance (in shares) at Mar. 31, 2024		43,058,541
Beginning balance at Dec. 31, 2023	$ 251,690	$ 4	365,721	(123,284)	9,249
Beginning balance (in shares) at Dec. 31, 2023	42,853,468	42,853,468
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	$ (11,609)
Other comprehensive loss, net of tax	(9,913)
Ending balance at Jun. 30, 2024	$ 232,090	$ 4	367,643	(134,893)	(664)
Ending balance (in shares) at Jun. 30, 2024	43,444,240	43,444,240
Beginning balance at Mar. 31, 2024	$ 233,987	$ 4	367,026	(132,680)	(363)
Beginning balance (in shares) at Mar. 31, 2024		43,058,541
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(2,213)			(2,213)
Other comprehensive loss, net of tax	(301)				(301)
Stock-based compensation	832		832
Net share settlements of stock-based awards	(640)		(640)
Net share settlements of stock-based awards (in shares)		297,508
Net share settlements of liability-based awards (in shares)		88,191
Net share settlements of liability-based awards	425		425
Ending balance at Jun. 30, 2024	$ 232,090	$ 4	$ 367,643	$ (134,893)	$ (664)
Ending balance (in shares) at Jun. 30, 2024	43,444,240	43,444,240

v3.24.2.u1

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Operating activities
Net loss	$ (11,609)	$ (25,314)
Adjustments to reconcile net loss to net cash provided by operating activities:
Stock-based compensation	3,039	4,877
Depreciation	3,306	3,473
Amortization of intangible assets	9,354	9,348
Deferred income taxes	177	631
Amortization of debt issuance costs and original issue discount	1,179	1,082
Change in fair value of warrant liabilities	(3)	(62)
Changes in current assets and liabilities:
Accounts receivable	(743)	(3,351)
Inventories	6,762	1,584
Prepaid expenses and other current assets	(1,314)	(567)
Accounts payable, accrued liabilities and income taxes	(18,468)	12,427
Other, net	472	812
Net cash (used in) provided by operating activities	(7,848)	4,940
Investing activities
Capital expenditures	(2,286)	(2,728)
Proceeds from Sale of Equity Method Investments	200	0
Net cash used in investing activities	(2,086)	(2,728)
Financing activities
Proceeds from revolving credit facility	19,000	0
Repayments of revolving credit facility	(12,000)	(4,000)
Repayments of long-term borrowings	(1,875)	(1,875)
Debt issuance costs	0	(440)
Tax withholdings related to net share settlements of stock awards	(1,243)	(754)
Net cash provided by (used in) financing activities	3,882	(7,069)
Effect of exchange rate changes on cash and cash equivalents	327	295
Net change in cash and cash equivalents	(5,725)	(4,562)
Cash and cash equivalents, beginning of period	30,513	28,676
Cash and cash equivalents, end of period	24,788	24,114
Supplemental disclosure of cash flow information
Interest paid	20,865	20,851
Taxes paid, net of refunds	$ 5,010	$ 2,383

v3.24.2.u1

BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES	6 Months Ended
	Jun. 30, 2024
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES	NOTE 1: BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES Whole Earth Brands, Inc. and its consolidated subsidiaries (“Whole Earth Brands” or the “Company”) is a global industry-leading platform, focused on the “better for you” consumer packaged goods (“CPG”) and ingredients space. The Company has a global platform of branded products and ingredients, focused on the consumer transition towards natural alternatives and clean label products. On June 24, 2020, Act II Global Acquisition Corp., a Cayman Islands exempted company (“Act II”), domesticated into a Delaware corporation (the “Domestication”), and on June 25, 2020 (the “Closing”), consummated the indirect acquisition (the “Business Combination”) of (i) all of the issued and outstanding equity interests of Merisant Company (“Merisant”), Merisant Luxembourg Sarl (“Merisant Luxembourg”), Mafco Worldwide LLC (“Mafco Worldwide”), Mafco Shanghai LLC (“Mafco Shanghai”), EVD Holdings LLC (“EVD Holdings”), and Mafco Deutschland GmbH (together with Merisant, Merisant Luxembourg, Mafco Worldwide, Mafco Shanghai, and EVD Holdings, and their respective direct and indirect subsidiaries, “Merisant and Mafco Worldwide”), and (ii) certain assets and liabilities of Merisant and Mafco Worldwide included in the Transferred Assets and Liabilities (as defined in the Purchase Agreement (as hereafter defined)), from Flavors Holdings Inc. (“Flavors Holdings”), MW Holdings I LLC (“MW Holdings I”), MW Holdings III LLC (“MW Holdings III”), and Mafco Foreign Holdings, Inc. (“Mafco Foreign Holdings,” and together with Flavors Holdings, MW Holdings I, and MW Holdings III, the “Sellers”), pursuant to that certain Purchase Agreement (the “Purchase Agreement”) entered into by and among Act II and the Sellers dated as of December 19, 2019, as amended. In connection with the Domestication, Act II changed its name to “Whole Earth Brands, Inc.” Upon the completion of the Domestication, each of Act II’s then-issued and outstanding ordinary shares converted, on a one-for-one basis, into shares of common stock of Whole Earth Brands. Additionally, immediately after the Business Combination, the Company issued an aggregate of 7,500,000 shares of Whole Earth Brands common stock and 5,263,500 private placement warrants (the “Private Warrants”) exercisable for 2,631,750 shares of Whole Earth Brands common stock to certain investors. On the date of Closing, the Company’s common stock and warrants began trading on The Nasdaq Stock Market under the symbols “FREE” and “FREEW,” respectively. Basis of Presentation—The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial reporting. The balance sheet data as of December 31, 2023 was derived from the audited consolidated financial statements. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements for the year ended December 31, 2023 included in the Company’s Annual Report on Form 10-K. In the opinion of management, the financial statements contain all adjustments necessary to state fairly the financial position of the Company as of June 30, 2024 and the results of operations and cash flows for all periods presented. All adjustments in the accompanying unaudited condensed consolidated financial statements, which management believes are necessary to state fairly the financial position, results of operations and cash flows, have been reflected and are of a normal recurring nature. Results of operations for interim periods are not necessarily indicative of results to be expected for the full year. Principles of Consolidation—The condensed consolidated financial statements include the accounts of Whole Earth Brands, Inc., and its indirect and wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. Use of Estimates—The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the unaudited condensed consolidated financial statements and accompanying notes. Actual results could differ from these estimates.

v3.24.2.u1

MERGER	6 Months Ended
	Jun. 30, 2024
Business Combinations [Abstract]
MERGER	NOTE 2: MERGER On February 12, 2024, the Company entered into an Agreement of Merger (the “Merger Agreement”) with Ozark Holdings, LLC, a Delaware limited liability company (“Parent”) and Sweet Oak Merger Sub, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Parent (“Merger Sub”). Upon the terms and subject to the conditions set forth in the Merger Agreement, upon the closing of the transaction, Merger Sub is expected to merge with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly-owned subsidiary of Parent. The transaction is expected to close in the third calendar quarter of 2024, subject to the satisfaction of closing conditions contained in the Merger Agreement, including approval of the Merger by (a) the holders of a majority in voting power of the Company’s outstanding common stock, voting as a single class, and (b) the holders of sixty-six and two-thirds percent of the outstanding common stock not owned by Parent or any Parent Affiliated Persons (as defined in the Merger Agreement). Subsequent to completion of the transaction, the Company’s common stock will no longer be publicly listed and the Company will become a privately-held company. Subject to the terms and conditions of the Merger Agreement, at the effective time of the Merger (the “Effective Time”): •each share of the Company’s common stock issued and outstanding immediately prior to the Effective Time (other than (i) shares of common stock owned by the Company, its wholly owned subsidiaries, Parent or any of Parent’s affiliates and (ii) dissenting shares of common stock) will be converted into the right to receive cash consideration equal to $4.875 per share of common stock (the “Per Share Merger Consideration”); •each warrant to purchase shares of common stock outstanding immediately prior to the Effective Time shall, without any action on the part of the holder thereof, cease to represent a warrant to purchase shares of common stock and instead represent a right by the holder upon any subsequent exercise of such warrant to receive the Per Share Merger Consideration, provided that if the holder of such warrant properly exercises such warrant within 30 days following the public disclosure of the consummation of the Merger in a current report on Form 8-K, the exercise price of such warrant will be reduced by an amount equal to the difference (but in no event less than zero) of (i) the exercise price of such warrant in effect prior to such reduction minus (ii) (A) the Per Share Merger Consideration minus (B) the Black-Scholes value of such warrant; •each award of restricted common stock will become immediately fully vested and treated as a share of common stock issued and outstanding immediately prior to the Effective Time; •each restricted stock unit award with respect to shares of common stock will become fully vested and, after giving effect to such vesting, automatically be cancelled and converted into the right to receive an amount in cash (less any applicable tax withholding) equal to (A) the total number of shares of common stock underlying such award, multiplied by (B) the Per Share Merger Consideration; and •each performance-based restricted stock unit award with respect to shares of common stock will become fully vested based on target level achievement of all performance targets (without application of any modifier) and, after giving effect to such vesting, automatically be cancelled and converted into the right to receive an amount in cash (less any applicable tax withholding) equal to (Y) the total number of shares of common stock underlying such award, multiplied by (Z) the Per Share Merger Consideration. The Merger Agreement contains customary representations, warranties and covenants of the Company, Parent and Merger Sub, including, among others, covenants by the Company (i) to conduct its business in the ordinary course during the period between the execution of the Merger Agreement and consummation of the Merger and (ii) not to engage in certain expressly enumerated transactions during such period. Under the terms of the Merger Agreement, the Company is subject to a customary “no-shop” provision that restricts the Company and its representatives from soliciting a Takeover Proposal (as defined in the Merger Agreement) from third parties or providing information to or participating in any discussions or negotiations with third parties regarding any Takeover Proposal. However, prior to the receipt of the requisite approval of the holders of common stock, the “no-shop” provision permits the Company, under certain circumstances and in compliance with certain obligations set forth in the Merger Agreement, to provide non-public information and engage in discussions and negotiations with respect to an unsolicited Takeover Proposal that would reasonably be expected to lead to a Superior Proposal (as defined in the Merger Agreement). The Merger Agreement also contains certain termination rights for the Company and Parent, with a termination fee of $20 million payable by the Company to Parent under certain circumstances and a termination fee of $40 million payable by Parent to the Company under certain circumstances. In addition, the Company or Parent may terminate the Merger Agreement if the Merger is not consummated by August 12, 2024. The Merger Agreement, the Merger and the transactions contemplated thereby were (i) unanimously recommended by a special committee of the board of directors of the Company (the “Board”), consisting solely of disinterested members of the Board, on February 12, 2024 and (ii) unanimously approved by the disinterested members of the Board on February 12, 2024. The Company’s directors and executive officers may have interests in the Merger that may be different from, or in addition to, the interests of the Company’s stockholders generally. The following is a summary of the interests that certain of the Company’s directors and executive officers have in connection with the Merger: •Parent is controlled by Sir Martin Franklin, the father of Michael E. Franklin, a director. Additionally, Mr. Michael Franklin holds a profits interest in Sababa Holdings FREE LLC, which is an affiliate of Parent and Merger Sub. Mr. Michael Franklin also has the title of Partner in Mariposa Capital, LLC, which is the manager of Parent and Merger Sub. The Company has been advised by Parent that, following the consummation of the Merger, Mr. Michael Franklin may have a senior management position with the surviving company. •On February 12, 2024, Irwin D. Simon, the Executive Chairman of the Board, entered into a consulting agreement with Parent and the Company, pursuant to which Mr. Simon will provide certain transitional services to the Company following the consummation of the Merger for a term of six months, unless extended or renewed, and will be entitled to a consulting fee of $1.4 million to be paid on the closing date of the Merger. •Certain executive officers including the Co-Chief Executive Officers (Rajnish Ohri and Jeffrey Robinson), the Chief Financial Officer (Bernardo Fiaux), and the Chief Accounting Officer (Brian Litman) have entered into Transaction Bonus Agreements with the Company under which they are eligible to receive a cash bonus contingent upon the closing of a “Change in Control” of the Company (as defined in the Transaction Bonus Agreements), so long as such Change in Control occurs on or before December 31, 2024. •Each member of the Board, with the exception of Mr. Franklin, received a special one-time fee for their services in connection with the Merger (for Mr. Simon, this fee was in the amount of $100,000; for Steven M. Cohen, this fee was in the amount of $130,000; for Denise M. Faltischek, this fee was in the amount of $120,000; for Ira J. Lamel, this fee was in the amount of $35,000; and for Anuraag Agarwal and Michael F. Goss, this fee was in the amount of $25,000). •The vesting of certain unvested equity awards held by certain of the Company’s directors and executive officers will accelerate upon the effectiveness of the Merger. •Each of the Company’s directors and officers are entitled to continued indemnification and insurance coverage under the Merger Agreement and indemnification agreements between us and such individuals. The foregoing descriptions of the Merger, the Merger Agreement, and the transactions contemplated thereby are not complete and are qualified in their entirety by the full text of the Merger Agreement, which is incorporated by reference as an exhibit to this report. For more information about the Merger, the Merger Agreement, and the transactions contemplated thereby, see the definitive proxy statement filed by the Company with the Securities and Exchange Commission on June 24, 2024.

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INVENTORIES	6 Months Ended
	Jun. 30, 2024
Inventory Disclosure [Abstract]
INVENTORIES	NOTE 3: INVENTORIES Inventories consisted of the following (in thousands): June 30, 2024 December 31, 2023 Raw materials and supplies $ 113,912  $ 125,421  Work in process 983  1,505  Finished goods 86,430  82,345  Total inventories $ 201,325  $ 209,271

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GOODWILL AND OTHER INTANGIBLE ASSETS	6 Months Ended
	Jun. 30, 2024
Goodwill and Intangible Assets Disclosure [Abstract]
GOODWILL AND OTHER INTANGIBLE ASSETS	NOTE 4: GOODWILL AND OTHER INTANGIBLE ASSETS Goodwill and other intangible assets consisted of the following (in thousands): June 30, 2024 December 31, 2023 Gross Amount Accumulated Amortization Net Amount Gross Amount Accumulated Amortization Net Amount Other intangible assets subject to amortization Customer relationships (useful life of 5 to 10 years) $ 105,259  $ (43,810) $ 61,449  $ 105,616  $ (38,074) $ 67,542  Tradenames (useful life of 25 years) 171,642  (25,829) 145,813  174,495  (22,801) 151,694  Total $ 276,901  $ (69,639) 207,262  $ 280,111  $ (60,875) 219,236  Other intangible assets not subject to amortization Product formulations 10,700  10,700  Total other intangible assets, net 217,962  229,936  Goodwill 186,520  193,610  Total goodwill and other intangible assets $ 404,482  $ 423,546  At June 30, 2024 and December 31, 2023, goodwill at Branded CPG was $182.9 million and $190.0 million, respectively. At June 30, 2024 and December 31, 2023, goodwill at Flavors & Ingredients was $3.6 million and $3.7 million, respectively. The change in the goodwill balances is due to fluctuations in foreign exchange rates. The amortization expense for intangible assets was $4.7 million and $9.4 million for the three and six months ended June 30, 2024, respectively, and $4.7 million and $9.3 million for the three and six months ended June 30, 2023, respectively. Amortization expense relating to amortizable intangible assets as of June 30, 2024 for the next five years is expected to be as follows (in thousands): Remainder of 2024 $ 9,350  2025 18,455  2026 18,223  2027 17,013  2028 15,027  2029 14,231

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DEBT	6 Months Ended
	Jun. 30, 2024
Debt Disclosure [Abstract]
DEBT	NOTE 5: DEBT Debt consisted of the following (in thousands): June 30, 2024 December 31, 2023 Term loan, due 2028 $ 362,812  $ 364,688  Revolving credit facility, due 2026 71,000  64,000  Less: current portion (3,750) (3,750) Less: unamortized discount and debt issuance costs (6,229) (7,009) Total long-term debt $ 423,833  $ 417,929  Loan Agreement—At both June 30, 2024 and December 31, 2023, the Company’s senior secured loan agreement consisted of a senior secured term loan facility (the “Term Loan Facility”) of $375 million and a revolving credit facility of up to $125 million (the “Revolving Facility,” and together with the Term Loan Facility, the “Credit Facilities”). As of June 30, 2024 and December 31, 2023, term loan borrowings were $356.6 million and $357.7 million, respectively, net of unamortized discount and debt issuance costs of $6.2 million and $7.0 million, respectively. There were $71.0 million and $64.0 million of borrowings under the revolving credit facility as of June 30, 2024 and December 31, 2023, respectively. Additionally, as of June 30, 2024 and December 31, 2023, the Company’s unamortized debt issuance costs related to the revolving credit facility were $1.3 million and $1.7 million, respectively, which are included in other assets in the condensed consolidated balance sheet. As of both June 30, 2024 and December 31, 2023, there were $3.3 million of outstanding letters of credit that reduced the Company’s availability under the revolving credit facility. See Note 7 to the Company’s consolidated financial statements in its Annual Report on Form 10-K for the year ended December 31, 2023 for further information and significant terms and conditions associated with the Term Loan Facility and Revolving Facility. On June 15, 2022, the Company and certain of its subsidiaries entered into a first amendment (the “First Amendment”) to the Amended and Restated Loan Agreement dated as of February 5, 2021 (the “Amended and Restated Loan Agreement”). The First Amendment increased the aggregate principal amount of the Revolving Credit Facility from $75 million to $125 million (the “Amended Revolving Credit Facility”) and transitioned from LIBOR to Secured Overnight Financing Rate (“SOFR”) as the benchmark for purposes of calculating interest for all loans outstanding under the Amended and Restated Loan Agreement. At the election of the Company, loans outstanding under the Amended and Restated Loan Agreement will accrue interest at a rate per annum equal to (i) term SOFR plus 0.10%, 0.15%, or 0.25% in case of, respectively, a one-month, three-month, or six-month interest period (“Adjusted Term SOFR”), or (ii) the greater of the prime rate, the federal funds effective rate plus 0.50%, and one-month Adjusted Term SOFR plus 1.00%, in each case plus the applicable margin which is equal to (i) with respect to Amended Revolving Credit Facility and letters of credit, (A) 2.75%, in the case of base rate advances, and (B) 3.75% in the case of SOFR advances, and (ii) with respect to the Term Loan Facility, (A) 3.50%, in the case of base rate advances, and (B) 4.50% in the case of SOFR advances, with a SOFR floor of 1.00%. In connection with the Amendment, the Company paid fees and incurred transaction costs of $0.7 million, all of which was deferred. The transition to SOFR did not materially impact the interest rates applied to the Company’s borrowings. No other material changes were made to the terms of the Company’s Amended and Restated Loan Agreement as a result of the First Amendment. On April 24, 2023, the Company and certain of its subsidiaries entered into a second amendment (the “Second Amendment”) to the Amended and Restated Loan Agreement. The Second Amendment changed the maximum consolidated total leverage ratio covenant as follows: (i) the consolidated total leverage ratio temporarily increased by 0.25 turns for the first quarter of 2023, 0.5 turns on a quarterly basis through the fourth quarter of 2023, and 0.25 turns in the first quarter of 2024; and (ii) beginning in the second quarter of 2024, the consolidated total leverage ratio returned to a level not to exceed 5.5x. No other material changes were made in terms of the Company’s Amended and Restated Agreement as a result of the Second Amendment. On October 5, 2023, the Company and certain of its subsidiaries entered into a third amendment (the “Third Amendment”) to the Amended and Restated Loan Agreement. The Third Amendment revised a clause in the definition of consolidated EBITDA used for determining compliance with financial covenants effective beginning with the second quarter of 2023 through the first quarter of 2024. The amendment did not impact the calculation of consolidated EBITDA previously determined for the second quarter of 2023.

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WARRANTS	6 Months Ended
	Jun. 30, 2024
Other Liabilities [Abstract]
WARRANTS	NOTE 6: WARRANTS As of the date of the Business Combination, the Company had approximately 20,263,500 warrants outstanding, consisting of (i) 15,000,000 public warrants originally sold as part of the units issued in Act II’s initial public offering (the “Public Warrants”) and (ii) 5,263,500 Private Warrants that were sold by Act II to the PIPE Investors in conjunction with the Business Combination (collectively with the Public Warrants, the “Warrants”). Each warrant is exercisable for one-half of one share of the Company’s common stock at a price of $11.50 per whole share, subject to adjustment. Warrants may only be exercised for a whole number of shares as no fractional shares will be issued. As of both June 30, 2024 and December 31, 2023, the Company had 20,193,120 Public Warrants outstanding and 70,180 Private Warrants outstanding. There were no Warrants exercised for shares of the Company’s common stock in the six months ended June 30, 2024 and 2023.

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FAIR VALUE OF FINANCIAL INSTRUMENTS	6 Months Ended
	Jun. 30, 2024
Fair Value Disclosures [Abstract]
FAIR VALUE OF FINANCIAL INSTRUMENTS	NOTE 7: FAIR VALUE MEASUREMENTS The Company measures and records in its consolidated financial statements certain assets and liabilities at fair value. ASC Topic 820 “Fair Value Measurement and Disclosures,” establishes a fair value hierarchy for instruments measured at fair value that distinguishes between assumptions based on market data (observable inputs) and the Company’s own assumptions (unobservable inputs). This hierarchy consists of the following three levels: •Level 1 – Assets and liabilities whose values are based on unadjusted quoted prices for identical assets or liabilities in an active market. •Level 2 – Assets and liabilities whose values are based on inputs other than those included in Level 1, including quoted market prices in markets that are not active; quoted prices of assets or liabilities with similar attributes in active markets; or valuation models whose inputs are observable or unobservable but corroborated by market data. •Level 3 – Assets and liabilities whose values are based on valuation models or pricing techniques that utilize unobservable inputs that are significant to the overall fair value measurement. Certain assets are measured at fair value on a nonrecurring basis; that is, the instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (for example, when there is evidence of impairment). Current Assets and Other Financial Assets and Liabilities—Cash and cash equivalents, trade accounts receivable and trade accounts payable are measured at carrying value, which approximates fair value because of the short-term maturities of these instruments. Certain of the Company’s cash equivalents are held in money market funds and are valued using Net Asset Value. Investment in Securities—The Company has assets in an investment fund that holds surplus funds from its terminated qualified pension plan that is being used to fund contributions to the defined contribution plan at Flavors & Ingredients and is presented in other assets in the condensed consolidated balance sheet. The investment is classified as available-for-sale and carried at fair market value. At June 30, 2024, both the estimated fair value and cost basis of the investment fund was $1.9 million. At December 31, 2023, both the estimated fair value and cost basis of the investment fund was $2.2 million. The estimated fair value of the investment fund utilized Level 2 inputs. Debt—The Company measures its term loan and revolving facilities at original carrying value, net of unamortized deferred financing costs and fees. At June 30, 2024, the estimated fair value of the term loan was $362.8 million as compared to a carrying value of $356.6 million. At December 31, 2023, the estimated fair value of the term loan was $317.3 million as compared to a carrying value of $357.7 million. The estimated fair value of the outstanding principal balance of the term loan utilized Level 2 inputs as it is based on quoted market prices for identical or similar instruments. The fair value of the revolving facility at both June 30, 2024 and December 31, 2023 approximated carrying value. On June 9, 2023, the Company entered into an interest rate swap with a notional value of $183.3 million that matures on February 5, 2026 to exchange variable for fixed rate interest payments related to the Term Loan Facility. The effective date of the interest rate swap was June 30, 2023. The interest rate swap is designated as a cash flow hedge and is considered highly effective. As a result, no ineffectiveness has been recognized in the condensed consolidated statement of operations during the three and six months ended June 30, 2024. As of June 30, 2024, the fair value of the interest rate swap was recorded in other assets in the condensed consolidated balance sheet in the amount of approximately $1.2 million with the unrealized gain recognized in other comprehensive income (loss). The change in fair value will subsequently be reclassified from other comprehensive income (loss) to interest expense, net in the periods when the hedge transaction affects earnings. Realized gains, net of tax of $0.4 million and $0.7 million, respectively, were reclassified to net income in the three and six months ended June 30, 2024. As of June 30, 2024, the Company expects approximately $1.3 million of the unrealized gain to be reclassified from other comprehensive income (loss) to interest expense, net over the next twelve months. The interest rate swap fair value is considered Level 2 within the fair value hierarchy as it includes quoted market prices for similar instruments as well as interest rates and yield curves that are observable in the market.

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COMMITMENTS AND CONTINGENCIES	6 Months Ended
	Jun. 30, 2024
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 8: COMMITMENTS AND CONTINGENCIES The Company is subject to various claims, pending and possible legal actions for product liability and other damages, and other matters arising out of the conduct of the business. The Company believes, based on current knowledge and consultation with counsel, that the outcome of such claims and actions will not have a material adverse effect on the Company’s condensed consolidated financial position or results of operations.

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INCOME TAXES	6 Months Ended
	Jun. 30, 2024
Income Tax Disclosure [Abstract]
INCOME TAXES	NOTE 9: INCOME TAXES The Company’s provision for income taxes consists of U.S., state and local, and foreign taxes. The Company has significant operations in various locations outside the U.S. The annual effective tax rate is a composite rate reflecting the earnings in the various locations at their applicable statutory tax rates. At each interim period, the Company updates its estimate of the annual effective tax rate and records cumulative adjustments as necessary. The Company has historically calculated the provision for income taxes during interim reporting periods by applying an estimate of the annual effective tax rate for the full year to “ordinary” income or loss (pre-tax income or loss excluding unusual or infrequently occurring discrete items) for the reporting period. ASC 740, “Income Taxes,” allows the use of the year-to-date effective tax rate (the “discrete method”) when a reliable estimate of the estimated annual effective tax rate cannot be made. During the first quarter of 2024, the Company determined the use of the discrete method is more appropriate than the annual effective tax rate method due to sensitivity to small changes to projected pre-tax earnings, which resulted in significant variations in the customary relationship between income tax expense and pre-tax earnings. As such, the Company has discretely calculated the income tax provision based on its pre-tax earnings for the three and six months ended June 30, 2024. The Company’s income tax provision was $0.9 million for the three months ended June 30, 2024. The effective tax rate for the three months ended June 30, 2024 was (63.4%) on a pre-tax loss of $1.4 million. The effective tax rate differs from the statutory federal rate of 21% primarily due to an increase in the valuation allowance related to interest expense for which deductibility is limited under IRC §163(j), foreign income at different rates, non-deductible permanent differences, and state and local taxes recorded during the period. The Company’s income tax provision was $2.8 million for the six months ended June 30, 2024. The effective tax rate for the six months ended June 30, 2024 was (31.1%) on a pre-tax loss of $8.9 million. The effective tax rate differs from the statutory federal rate of 21% primarily due to an increase in the valuation allowance related to interest expense for which deductibility is limited under Section 163(j) of the Internal Revenue Code (“IRC §163(j)”), foreign income at different rates, non-deductible permanent differences, and state and local taxes recorded during the period. The Company’s income tax benefit was $2.8 million for the three months ended June 30, 2023, which includes a discrete tax provision of $0.3 million related primarily to tax expense for a shortfall on the tax benefits on stock-based awards that have vested and the remeasurement of state deferred taxes as a result of state law changes enacted during the quarter. The effective tax rate for the three months ended June 30, 2023 was 33.3% on a pre-tax loss of $8.3 million. The effective tax rate differs from the statutory federal rate of 21% primarily due to foreign income at different rates, permanent differences, and the discrete tax provision described above. The Company’s income tax provision was $8.7 million for the six months ended June 30, 2023, which includes a discrete tax provision of $1.3 million related primarily to tax expense for a shortfall of the tax benefits on stock-based awards that have vested and the remeasurement of state deferred taxes as a result of state law changes enacted during the first half of 2023. The effective tax rate for the six months ended June 30, 2023 was (52.5%) on a pre-tax loss of $16.6 million which differs from the statutory federal rate of 21% primarily due to an increase in the valuation allowance related to interest expense for which deductibility is limited under IRC §163(j), foreign income at different rates, non-deductible permanent differences, state and local taxes, and the U.S. tax effect of international operations including Global Intangible Low-Taxed Income recorded during the period, and the discrete tax provision described above. At both June 30, 2024 and December 31, 2023, the Company had an uncertain tax position liability of $0.2 million, including interest and penalties. The unrecognized tax benefits include amounts related primarily to various state tax issues.

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STOCK-BASED COMPENSATION	6 Months Ended
	Jun. 30, 2024
Share-Based Payment Arrangement [Abstract]
STOCK-BASED COMPENSATION	NOTE 10: STOCK-BASED COMPENSATION On June 24, 2020, the Whole Earth Brands, Inc. 2020 Long-Term Incentive Plan (the “2020 Plan”) was approved for the purpose of promoting the long-term financial interests and growth of the Company and its subsidiaries by attracting and retaining management and other personnel and key service providers. On June 8, 2023, the Company’s stockholders’ approved the Amended and Restated Whole Earth Brands, Inc. 2020 Long-Term Incentive Plan (the “Amended 2020 Plan”), which increased the number of shares authorized under the Amended 2020 Plan by 4,000,000 shares. Subsequent to the amendment and restatement, an aggregate of 13,300,000 shares of common stock are authorized for issuance under the Amended 2020 Plan. The Plan provides for the granting of stock options (“SOs”), stock appreciation rights (“SARs”), restricted stock awards (“RSAs”), restricted stock units (“RSUs”), performance shares, performance share units (“PSUs”) and other stock-based awards to officers, employees and non-employee directors of, and certain other service providers to, the Company and its subsidiaries. These awards are settled in shares of the Company’s stock and therefore classified as equity awards. RSUs generally vest ratably on the anniversary of the grant date over a period of one to three years, depending on the specific terms of each RSU agreement. PSU awards generally cliff vest subsequent to the completion of the cumulative three-year performance period, depending on the period specified in each respective PSU agreement. The number of PSUs that ultimately vest depends on the Company’s performance relative to specified cumulative financial targets established for each grant and are expected to be settled in stock. Stock-based compensation expense for the three and six months ended June 30, 2024 was $1.0 million and $3.0 million, respectively. Stock-based compensation expense for the three and six months ended June 30, 2023 was $3.1 million and $4.9 million, respectively. A summary of activity and weighted average fair values related to the RSUs is as follows: Six Months Ended June 30, 2024 Shares Weighted Average Grant Date Fair Value (per share) Outstanding at December 31, 2023 2,116,671  $ 3.19  Granted 26,954  3.71  Vested (694,796) 3.58  Forfeited (18,496) 2.87  Outstanding and nonvested at June 30, 2024 1,430,333  $ 3.02  A summary of activity and weighted average fair values related to the RSAs is as follows: Six Months Ended June 30, 2024 Shares Weighted Average Grant Date Fair Value (per share) Outstanding at December 31, 2023 214,556  $ 5.06  Vested (73,276) 6.96  Outstanding and nonvested at June 30, 2024 141,280  $ 4.07  A summary of activity and weighted average fair values related to the PSUs is as follows: Six Months Ended June 30, 2024 Shares Weighted Average Grant Date Fair Value (per share) Outstanding at December 31, 2023 1,530,360  $ 4.21  Vested (208,362) 3.75  Forfeited (25,211) 3.50  Outstanding and nonvested at June 30, 2024 1,296,787  $ 3.19  As of June 30, 2024, the Company had not yet recognized compensation costs on nonvested awards as follows (in thousands):     Unrecognized Compensation Cost Weighted Avg. Remaining Recognition Period (in years) Nonvested awards $ 4,894  1.28 The nonvested awards excludes unvested PSUs that are deemed not probable of vesting constituting $2.2 million of unrecognized compensation expense at June 30, 2024.

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EARNINGS PER SHARE	6 Months Ended
	Jun. 30, 2024
Earnings Per Share [Abstract]
EARNINGS PER SHARE	NOTE 11: EARNINGS PER SHARE Basic earnings (loss) per common share (“EPS”) is calculated by dividing net income (loss) by the weighted average number of common shares outstanding for the period. Warrants issued are not considered outstanding at the date of issuance. RSUs and RSAs also are not considered outstanding until they have vested. Contingently issuable shares associated with outstanding PSUs that have cliff vesting based on achievement of a performance condition were not included in the earnings per share calculations for the periods presented as the applicable vesting conditions had not been satisfied. Diluted EPS is calculated by dividing net income (loss) by the weighted average shares outstanding assuming dilution. Dilutive common shares outstanding is computed using the treasury stock method and reflects the additional shares that would be outstanding if dilutive warrants were exercised and restricted stock units and restricted stock awards were settled for common shares during the period. For warrants that are liability-classified, during the periods when the impact would be dilutive, the Company assumes share settlement of the instruments as of the beginning of the reporting period and adjusts the numerator to remove the change in the fair value of warrant liability and adjusts the denominator to include the dilutive shares using the treasury stock method. The computation of basic and diluted earnings (loss) per common share is shown below (in thousands, except for share and per share data): Three Months Ended Six Months Ended June 30, 2024 June 30, 2023 June 30, 2024 June 30, 2023 EPS numerator: Net (loss) income attributable to common shareholders $ (2,213) $ (5,517) $ (11,609) $ (25,314) EPS denominator: Weighted average shares outstanding - basic 43,268,822 42,339,642 43,076,597 42,198,060 Effect of dilutive securities — — — — Weighted average shares outstanding - diluted 43,268,822 42,339,642 43,076,597 42,198,060 Net (loss) earnings per share: Basic $ (0.05) $ (0.13) $ (0.27) $ (0.60) Diluted $ (0.05) $ (0.13) $ (0.27) $ (0.60) For the three and six months ended June 30, 2024, 20,263,300 warrants, 1,430,333 RSUs, and 141,280 RSAs were excluded from the diluted EPS calculation because they were determined to be anti-dilutive. For the three and six months ended June 30, 2023, 20,263,300 warrants, 3,192,834 RSUs, and 116,608 RSAs were excluded from the diluted EPS calculation because they were determined to be anti-dilutive. Additionally, at June 30, 2024 and 2023, 1,296,787 and 2,358,504 PSUs, respectively, were excluded from the diluted EPS calculation because they are subject to performance conditions that were not satisfied.

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ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)	6 Months Ended
	Jun. 30, 2024
AOCI Attributable to Parent [Abstract]
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)	NOTE 12: ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) The following table summarizes accumulated other comprehensive income (loss) (“AOCI”), net of taxes, by component (in thousands): Net Currency Translation Gains (Losses) Cash Flow Hedges Funded Status of Benefit Plans Total Accumulated Other Comprehensive Income (Loss) Balance at December 31, 2022 $ (4,711) $ —  $ 3,669  $ (1,042) Other comprehensive income before reclassifications 4,416  —  —  4,416  Amounts reclassified from AOCI —  —  (12) (12) Balance at March 31, 2023 (295) —  3,657  3,362  Other comprehensive (loss) income before reclassifications (2,371) 655  —  (1,716) Amounts reclassified from AOCI —  —  (11) (11) Balance at June 30, 2023 $ (2,666) $ 655  $ 3,646  $ 1,635  Balance at December 31, 2023 $ 7,076  $ (748) $ 2,921  $ 9,249  Other comprehensive (loss) income before reclassifications (11,008) 1,777  —  (9,231) Amounts reclassified from AOCI —  (371) (10) (381) Balance at March 31, 2024 (3,932) 658  2,911  (363) Other comprehensive (loss) income before reclassifications (508) 572  —  64  Amounts reclassified from AOCI —  (355) (10) (365) Balance at June 30, 2024 $ (4,440) $ 875  $ 2,901  $ (664)

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RELATED PARTY TRANSACTIONS	6 Months Ended
	Jun. 30, 2024
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 13: RELATED PARTY TRANSACTIONS In December 2019, Wholesome entered into a partnership agreement with Sucro Can International, LLC (“Sucro”) to form WS Services, LLC (“WS Services”), in which Wholesome received a 50% interest and accounted for the partnership as an equity method investment. On December 31, 2023, Wholesome sold its 50% partnership interest to Sucro and exited the partnership in exchange for a $0.2 million promissory note that was due and received on March 30, 2024. During the three and six months ended June 30, 2023, the Company expensed $0.2 million and $0.4 million, respectively, related to costs incurred by WS Services for Wholesome’s use of a warehouse space for storage of raw materials. The Company had a liability to WS Services of approximately $0.1 million as of December 31, 2023. On February 12, 2024, the Company entered into an Agreement of Merger with Ozark Holdings, LLC and Sweet Oak Merger Sub, LLC, which is a wholly-owned subsidiary of Ozark Holdings, LLC. Ozark Holdings, LLC owns Royal Oak Enterprises, LLC and is controlled by Sir Martin E. Franklin, who is an immediate family member of Mr. Michael Franklin, a current director and former CEO of the Company.

v3.24.2.u1

BUSINESS SEGMENTS	6 Months Ended
	Jun. 30, 2024
Segment Reporting [Abstract]
BUSINESS SEGMENTS	NOTE 14: BUSINESS SEGMENTS The Company has two reportable segments: Branded CPG and Flavors & Ingredients. In addition, the Company’s corporate office functions are reported and included under Corporate. Corporate is not a reportable or operating segment but is included for reconciliation purposes and includes the costs for the corporate office administrative activities as well as transaction-related and other costs. The Company does not present assets by reportable segments as they are not reviewed by the Chief Operating Decision Maker for purposes of assessing segment performance and allocating resources. The following table presents selected financial information relating to the Company’s business segments (in thousands): Three Months Ended Six Months Ended June 30, 2024 June 30, 2023 June 30, 2024 June 30, 2023 Product revenues, net Branded CPG $ 103,381  $ 102,301  $ 201,834  $ 204,311  Flavors & Ingredients 32,546  30,601  63,593  61,008  Total product revenues, net $ 135,927  $ 132,902  $ 265,427  $ 265,319  Operating income Branded CPG $ 8,363  $ 1,461  $ 13,346  $ 618  Flavors & Ingredients 8,196  9,005  16,786  18,541  16,559  10,466  30,132  19,159  Corporate (6,772) (7,417) (17,220) (13,109) Total operating income $ 9,787  $ 3,049  $ 12,912  $ 6,050  The following table presents disaggregated revenue information for the Company (in thousands): Three Months Ended Six Months Ended June 30, 2024 June 30, 2023 June 30, 2024 June 30, 2023 Branded CPG: North America $ 73,329  $ 69,307  $ 146,068  $ 143,361  Europe 17,799  19,691  32,587  35,660  India, Middle East and Africa 3,465  3,986  6,077  7,139  Asia-Pacific 5,298  5,497  10,107  11,312  Latin America 3,490  3,820  6,995  6,839  Flavors & Ingredients 32,546  30,601  63,593  61,008  Total product revenues, net $ 135,927  $ 132,902  $ 265,427  $ 265,319

v3.24.2.u1

SUBSEQUENT EVENTS	6 Months Ended
	Jun. 30, 2024
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 15: SUBSEQUENT EVENTS The Merger Agreement, the Merger and the transactions contemplated thereby were approved by (a) the holders of a majority in voting power of the Company’s outstanding common stock, voting as a single class, and (b) the holders of sixty-six and two-thirds percent of the outstanding common stock not owned by Parent or any Parent Affiliated Persons (as defined in the Merger Agreement) at a special meeting of stockholders held by the Company on July 31, 2024.

v3.24.2.u1

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended				6 Months Ended
	Jun. 30, 2024	Mar. 31, 2024	Jun. 30, 2023	Mar. 31, 2022	Jun. 30, 2024	Jun. 30, 2023
Pay vs Performance Disclosure
Net loss	$ (2,213)	$ (9,396)	$ (5,517)	$ (19,797)	$ (11,609)	$ (25,314)

v3.24.2.u1

Insider Trading Arrangements	3 Months Ended
	Jun. 30, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

v3.24.2.u1

BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Policies)	6 Months Ended
	Jun. 30, 2024
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation	Basis of Presentation—The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial reporting. The balance sheet data as of December 31, 2023 was derived from the audited consolidated financial statements. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements for the year ended December 31, 2023 included in the Company’s Annual Report on Form 10-K. In the opinion of management, the financial statements contain all adjustments necessary to state fairly the financial position of the Company as of June 30, 2024 and the results of operations and cash flows for all periods presented. All adjustments in the accompanying unaudited condensed consolidated financial statements, which management believes are necessary to state fairly the financial position, results of operations and cash flows, have been reflected and are of a normal recurring nature. Results of operations for interim periods are not necessarily indicative of results to be expected for the full year.
Principles of Consolidation	Principles of Consolidation—The condensed consolidated financial statements include the accounts of Whole Earth Brands, Inc., and its indirect and wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.
Use of Estimates	Use of Estimates—The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the unaudited condensed consolidated financial statements and accompanying notes. Actual results could differ from these estimates.
Recently Adopted Accounting Pronouncements and Accounting Standards Not Yet Adopted	Accounting Standards Not Yet Adopted—The Company qualifies as an emerging growth company (an “EGC”) and as such, has elected the extended transition period for complying with certain new or revised accounting pronouncements. During the extended transition period, the Company is not subject to certain new or revised accounting standards applicable to public companies. In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures”. The standard expands segment disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses. The standard is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating the impact of adopting ASU 2023-07 on its consolidated financial statement disclosures. In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures”. The standard requires enhanced disclosure and greater disaggregation of information related to the effective tax rate reconciliation and income taxes paid. The standard is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating the impact of adopting ASU 2023-09 on its consolidated financial statement disclosures.
Fair Value Measurements	The Company measures and records in its consolidated financial statements certain assets and liabilities at fair value. ASC Topic 820 “Fair Value Measurement and Disclosures,” establishes a fair value hierarchy for instruments measured at fair value that distinguishes between assumptions based on market data (observable inputs) and the Company’s own assumptions (unobservable inputs). This hierarchy consists of the following three levels: •Level 1 – Assets and liabilities whose values are based on unadjusted quoted prices for identical assets or liabilities in an active market. •Level 2 – Assets and liabilities whose values are based on inputs other than those included in Level 1, including quoted market prices in markets that are not active; quoted prices of assets or liabilities with similar attributes in active markets; or valuation models whose inputs are observable or unobservable but corroborated by market data. •Level 3 – Assets and liabilities whose values are based on valuation models or pricing techniques that utilize unobservable inputs that are significant to the overall fair value measurement.

v3.24.2.u1

INVENTORIES (Tables)	6 Months Ended
	Jun. 30, 2024
Inventory Disclosure [Abstract]
Summary of Inventories	Inventories consisted of the following (in thousands): June 30, 2024 December 31, 2023 Raw materials and supplies $ 113,912  $ 125,421  Work in process 983  1,505  Finished goods 86,430  82,345  Total inventories $ 201,325  $ 209,271

v3.24.2.u1

GOODWILL AND OTHER INTANGIBLE ASSETS (Tables)	6 Months Ended
	Jun. 30, 2024
Goodwill and Intangible Assets Disclosure [Abstract]
Schedule of Components of Goodwill and Other Intangible Assets	Goodwill and other intangible assets consisted of the following (in thousands): June 30, 2024 December 31, 2023 Gross Amount Accumulated Amortization Net Amount Gross Amount Accumulated Amortization Net Amount Other intangible assets subject to amortization Customer relationships (useful life of 5 to 10 years) $ 105,259  $ (43,810) $ 61,449  $ 105,616  $ (38,074) $ 67,542  Tradenames (useful life of 25 years) 171,642  (25,829) 145,813  174,495  (22,801) 151,694  Total $ 276,901  $ (69,639) 207,262  $ 280,111  $ (60,875) 219,236  Other intangible assets not subject to amortization Product formulations 10,700  10,700  Total other intangible assets, net 217,962  229,936  Goodwill 186,520  193,610  Total goodwill and other intangible assets $ 404,482  $ 423,546
Schedule of Amortization Expense	Amortization expense relating to amortizable intangible assets as of June 30, 2024 for the next five years is expected to be as follows (in thousands): Remainder of 2024 $ 9,350  2025 18,455  2026 18,223  2027 17,013  2028 15,027  2029 14,231

v3.24.2.u1

DEBT (Tables)	6 Months Ended
	Jun. 30, 2024
Debt Disclosure [Abstract]
Schedule of Components of Debt	Debt consisted of the following (in thousands): June 30, 2024 December 31, 2023 Term loan, due 2028 $ 362,812  $ 364,688  Revolving credit facility, due 2026 71,000  64,000  Less: current portion (3,750) (3,750) Less: unamortized discount and debt issuance costs (6,229) (7,009) Total long-term debt $ 423,833  $ 417,929

v3.24.2.u1

STOCK-BASED COMPENSATION (Tables)	6 Months Ended
	Jun. 30, 2024
Share-Based Payment Arrangement [Abstract]
Summary of Activity Related to RSUs, RSAs and PSUs	A summary of activity and weighted average fair values related to the RSUs is as follows: Six Months Ended June 30, 2024 Shares Weighted Average Grant Date Fair Value (per share) Outstanding at December 31, 2023 2,116,671  $ 3.19  Granted 26,954  3.71  Vested (694,796) 3.58  Forfeited (18,496) 2.87  Outstanding and nonvested at June 30, 2024 1,430,333  $ 3.02  A summary of activity and weighted average fair values related to the RSAs is as follows: Six Months Ended June 30, 2024 Shares Weighted Average Grant Date Fair Value (per share) Outstanding at December 31, 2023 214,556  $ 5.06  Vested (73,276) 6.96  Outstanding and nonvested at June 30, 2024 141,280  $ 4.07  A summary of activity and weighted average fair values related to the PSUs is as follows: Six Months Ended June 30, 2024 Shares Weighted Average Grant Date Fair Value (per share) Outstanding at December 31, 2023 1,530,360  $ 4.21  Vested (208,362) 3.75  Forfeited (25,211) 3.50  Outstanding and nonvested at June 30, 2024 1,296,787  $ 3.19
Schedule of Unrecognized Compensation Cost on Nonvested Awards	As of June 30, 2024, the Company had not yet recognized compensation costs on nonvested awards as follows (in thousands):     Unrecognized Compensation Cost Weighted Avg. Remaining Recognition Period (in years) Nonvested awards $ 4,894  1.28

v3.24.2.u1

EARNINGS PER SHARE (Tables)	6 Months Ended
	Jun. 30, 2024
Earnings Per Share [Abstract]
Schedule of Computation of Basic and Diluted Earnings (Loss) Per Common Share	The computation of basic and diluted earnings (loss) per common share is shown below (in thousands, except for share and per share data): Three Months Ended Six Months Ended June 30, 2024 June 30, 2023 June 30, 2024 June 30, 2023 EPS numerator: Net (loss) income attributable to common shareholders $ (2,213) $ (5,517) $ (11,609) $ (25,314) EPS denominator: Weighted average shares outstanding - basic 43,268,822 42,339,642 43,076,597 42,198,060 Effect of dilutive securities — — — — Weighted average shares outstanding - diluted 43,268,822 42,339,642 43,076,597 42,198,060 Net (loss) earnings per share: Basic $ (0.05) $ (0.13) $ (0.27) $ (0.60) Diluted $ (0.05) $ (0.13) $ (0.27) $ (0.60)

v3.24.2.u1

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (Tables)	6 Months Ended
	Jun. 30, 2024
AOCI Attributable to Parent [Abstract]
Summary of Changes in the Components of Accumulated Other Comprehensive Income (Loss), Net of Tax	The following table summarizes accumulated other comprehensive income (loss) (“AOCI”), net of taxes, by component (in thousands): Net Currency Translation Gains (Losses) Cash Flow Hedges Funded Status of Benefit Plans Total Accumulated Other Comprehensive Income (Loss) Balance at December 31, 2022 $ (4,711) $ —  $ 3,669  $ (1,042) Other comprehensive income before reclassifications 4,416  —  —  4,416  Amounts reclassified from AOCI —  —  (12) (12) Balance at March 31, 2023 (295) —  3,657  3,362  Other comprehensive (loss) income before reclassifications (2,371) 655  —  (1,716) Amounts reclassified from AOCI —  —  (11) (11) Balance at June 30, 2023 $ (2,666) $ 655  $ 3,646  $ 1,635  Balance at December 31, 2023 $ 7,076  $ (748) $ 2,921  $ 9,249  Other comprehensive (loss) income before reclassifications (11,008) 1,777  —  (9,231) Amounts reclassified from AOCI —  (371) (10) (381) Balance at March 31, 2024 (3,932) 658  2,911  (363) Other comprehensive (loss) income before reclassifications (508) 572  —  64  Amounts reclassified from AOCI —  (355) (10) (365) Balance at June 30, 2024 $ (4,440) $ 875  $ 2,901  $ (664)

v3.24.2.u1

BUSINESS SEGMENTS (Tables)	6 Months Ended
	Jun. 30, 2024
Segment Reporting [Abstract]
Schedule of Selected Financial Information Relating to the Business' Reportable Segments	The following table presents selected financial information relating to the Company’s business segments (in thousands): Three Months Ended Six Months Ended June 30, 2024 June 30, 2023 June 30, 2024 June 30, 2023 Product revenues, net Branded CPG $ 103,381  $ 102,301  $ 201,834  $ 204,311  Flavors & Ingredients 32,546  30,601  63,593  61,008  Total product revenues, net $ 135,927  $ 132,902  $ 265,427  $ 265,319  Operating income Branded CPG $ 8,363  $ 1,461  $ 13,346  $ 618  Flavors & Ingredients 8,196  9,005  16,786  18,541  16,559  10,466  30,132  19,159  Corporate (6,772) (7,417) (17,220) (13,109) Total operating income $ 9,787  $ 3,049  $ 12,912  $ 6,050
Summary of Disaggregated Revenue Information	The following table presents disaggregated revenue information for the Company (in thousands): Three Months Ended Six Months Ended June 30, 2024 June 30, 2023 June 30, 2024 June 30, 2023 Branded CPG: North America $ 73,329  $ 69,307  $ 146,068  $ 143,361  Europe 17,799  19,691  32,587  35,660  India, Middle East and Africa 3,465  3,986  6,077  7,139  Asia-Pacific 5,298  5,497  10,107  11,312  Latin America 3,490  3,820  6,995  6,839  Flavors & Ingredients 32,546  30,601  63,593  61,008  Total product revenues, net $ 135,927  $ 132,902  $ 265,427  $ 265,319

v3.24.2.u1

BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) $ in Thousands		6 Months Ended
	Jun. 25, 2020	Jun. 30, 2024	Jun. 30, 2023
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Conversion basis for conversion of the then-issued and outstanding ordinary shares of predecessor into successor shares (in shares)	1
Private placement warrants issued (in shares)	5,263,500
Shares called upon by private placement warrants (in shares)	2,631,750
Change in fair value of warrant liabilities		$ (3)	$ (62)
Common Stock
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Shares issued (in shares)	7,500,000

v3.24.2.u1

MERGER - Narrative (Details) $ / shares in Units, $ in Thousands		3 Months Ended
	Feb. 12, 2024 USD ($) $ / shares	Mar. 31, 2024 USD ($)
Irwin D. Simon
Business Acquisition [Line Items]
Merger Agreement - Special One-Time Board Payment		$ 100
Steven M. Cohen
Business Acquisition [Line Items]
Merger Agreement - Special One-Time Board Payment		130
Denise M. Faltischek
Business Acquisition [Line Items]
Merger Agreement - Special One-Time Board Payment		120
Ira D. Lamel
Business Acquisition [Line Items]
Merger Agreement - Special One-Time Board Payment		35
Anuraag Agarwal
Business Acquisition [Line Items]
Merger Agreement - Special One-Time Board Payment		25
Michael F. Goss
Business Acquisition [Line Items]
Merger Agreement - Special One-Time Board Payment		$ 25
Sweet Oak Merger Sub, LLC
Business Acquisition [Line Items]
Merger agreement, common stockholders approval, percentage	0.6666
Business acquisition, share price (in usd per share) | $ / shares	$ 4.875
Merger agreement, warrants exercisable, threshold	30 days
Merger agreement, contract termination fee	$ 20,000
Sweet Oak Merger Sub, LLC | Ozark Holdings, LLC
Business Acquisition [Line Items]
Merger agreement, contract termination fee	40,000
Merger Agreement, One-Time Consulting Fee	$ 1,400

v3.24.2.u1

INVENTORIES - Summary of Inventories (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Inventory Disclosure [Abstract]
Raw materials and supplies	$ 113,912	$ 125,421
Work in process	983	1,505
Finished goods	86,430	82,345
Total inventories	$ 201,325	$ 209,271

v3.24.2.u1

GOODWILL AND OTHER INTANGIBLE ASSETS - Components of Goodwill and Other Intangible Assets (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
GOODWILL AND OTHER INTANGIBLE ASSETS
Other intangible assets subject to amortization, gross amount	$ 276,901	$ 280,111
Other intangible assets subject to amortization, accumulated amortization	(69,639)	(60,875)
Other intangible assets subject to amortization, net amount	207,262	219,236
Total other intangible assets, net	217,962	229,936
Goodwill	186,520	193,610
Total goodwill and other intangible assets	404,482	423,546
Product formulations
GOODWILL AND OTHER INTANGIBLE ASSETS
Other intangible assets not subject to amortization	10,700	10,700
Customer Relationships
GOODWILL AND OTHER INTANGIBLE ASSETS
Other intangible assets subject to amortization, gross amount	105,259	105,616
Other intangible assets subject to amortization, accumulated amortization	(43,810)	(38,074)
Other intangible assets subject to amortization, net amount	$ 61,449	67,542
Customer Relationships | Minimum
GOODWILL AND OTHER INTANGIBLE ASSETS
Other intangible assets subject to amortization, Useful life (in years)	5 years
Customer Relationships | Maximum
GOODWILL AND OTHER INTANGIBLE ASSETS
Other intangible assets subject to amortization, Useful life (in years)	10 years
Trade Names
GOODWILL AND OTHER INTANGIBLE ASSETS
Other intangible assets subject to amortization, gross amount	$ 171,642	174,495
Other intangible assets subject to amortization, accumulated amortization	(25,829)	(22,801)
Other intangible assets subject to amortization, net amount	$ 145,813	$ 151,694
Other intangible assets subject to amortization, Useful life (in years)	25 years

v3.24.2.u1

GOODWILL AND OTHER INTANGIBLE ASSETS - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Goodwill [Line Items]
Goodwill	$ 186,520		$ 186,520		$ 193,610
Amortization of intangible assets	4,666	$ 4,697	9,354	$ 9,348
Branded CPG
Goodwill [Line Items]
Goodwill	182,900		182,900		190,000
Flavors & Ingredients
Goodwill [Line Items]
Goodwill	$ 3,600		$ 3,600		$ 3,700

v3.24.2.u1

GOODWILL AND OTHER INTANGIBLE ASSETS - Amortization Expense (Details) $ in Thousands	Jun. 30, 2024 USD ($)
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract]
Remainder of 2022	$ 9,350
2023	18,455
2024	18,223
2025	17,013
2026	15,027
2027	$ 14,231

v3.24.2.u1

DEBT - Components of Debt (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Debt Instrument [Line Items]
Less: current portion	$ (3,750)	$ (3,750)
Less: unamortized discount and debt issuance costs	(6,229)	(7,009)
Long-term debt	423,833	417,929
Secured Debt | Senior secured first lien term loan facility
Debt Instrument [Line Items]
Long-term debt, gross	362,812	364,688
First lien revolving loan facility | First Lien Revolving Credit Facility
Debt Instrument [Line Items]
Long-term debt, gross	$ 71,000	$ 64,000

v3.24.2.u1

DEBT - Narrative (Details)		3 Months Ended		9 Months Ended
	Jun. 15, 2022 USD ($)	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023 USD ($)	Jun. 30, 2024 USD ($)	Apr. 01, 2024	Dec. 31, 2022 USD ($)
Credit Facilities | One Month SOFR
Debt Instrument [Line Items]
Basis spread on variable rate	0.10%
Credit Facilities | Three Month SOFR
Debt Instrument [Line Items]
Basis spread on variable rate	0.15%
Credit Facilities | Six Month SOFR
Debt Instrument [Line Items]
Basis spread on variable rate	0.25%
Credit Facilities | Fed Funds Effective Rate Overnight Index Swap Rate
Debt Instrument [Line Items]
Basis spread on variable rate	0.50%
Credit Facilities | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate
Debt Instrument [Line Items]
Basis spread on variable rate	1.00%
Amended Revolving Credit Facility
Debt Instrument [Line Items]
Payments of fees to lenders	$ 700,000
Secured Debt | Senior secured first lien term loan facility
Debt Instrument [Line Items]
Face amount				$ 375,000,000	$ 375,000,000
Debt issuance costs				7,000,000.0	6,200,000
Long-term debt				357,700,000	356,600,000
Secured Debt | Senior secured first lien term loan facility | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate
Debt Instrument [Line Items]
Basis spread on variable rate	4.50%
Secured Debt | Senior secured first lien term loan facility | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Minimum
Debt Instrument [Line Items]
Basis spread on variable rate	1.00%
Secured Debt | Senior secured first lien term loan facility | Base Rate
Debt Instrument [Line Items]
Basis spread on variable rate	3.50%
First lien revolving loan facility | First Lien Revolving Credit Facility
Debt Instrument [Line Items]
Maximum borrowing capacity				125,000,000	125,000,000
Issuance costs capitalized				1,700,000
Long-term line of credit				64,000,000.0	71,000,000.0
First lien revolving loan facility | Amended Revolving Credit Facility
Debt Instrument [Line Items]
Maximum borrowing capacity	$ 125,000,000
Outstanding letter of credit				$ 3,300,000	3,300,000
Debt issuance costs					$ 1,300,000
First lien revolving loan facility | Amended Revolving Credit Facility | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate
Debt Instrument [Line Items]
Basis spread on variable rate	3.75%
First lien revolving loan facility | Amended Revolving Credit Facility | Base Rate
Debt Instrument [Line Items]
Basis spread on variable rate	2.75%
First lien revolving loan facility | Revolving Facility
Debt Instrument [Line Items]
Face amount							$ 75,000,000
First lien revolving loan facility | Second Amendment | Total Leverage Ratio
Debt Instrument [Line Items]
Temporary increase in consolidated total leverage ratio		0.0025	0.0025	0.005
Consolidated total leverage ratio, maximum						0.055

v3.24.2.u1

WARRANTS (Details) - $ / shares	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023	Jun. 25, 2020
Class of Warrant or Right [Line Items]
Warrants outstanding (in shares)				20,263,500
Exercise price of warrants or rights (in dollars per share)				$ 11.50
Warrants exercised (in shares)	0	0
Shares called upon by private placement warrants (in shares)				2,631,750
Common Class A
Class of Warrant or Right [Line Items]
Number of securities called by each warrant or right (in shares)				0.50
Public Warrants
Class of Warrant or Right [Line Items]
Warrants outstanding (in shares)	20,193,120		20,193,120	15,000,000
Private Placement
Class of Warrant or Right [Line Items]
Warrants outstanding (in shares)	70,180		70,180	5,263,500

v3.24.2.u1

FAIR VALUE OF FINANCIAL INSTRUMENTS - Narrative (Details) - USD ($) $ in Millions	3 Months Ended	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2024	Dec. 31, 2023	Jun. 09, 2023
Debt Instrument [Line Items]
Realized gains recognized in interest expense	$ 0.4	$ 0.7
Amount reclassified out of other comprehensive income (loss)		1.3
Interest Rate Swap
Debt Instrument [Line Items]
Derivative, notional amount				$ 183.3
Derivative, fair value	1.2	1.2
Investment Fund
Debt Instrument [Line Items]
Investment fund, estimated fair value	1.9	1.9	$ 2.2
Investment fund, cost basis	1.9	1.9	2.2
Senior secured first lien term loan facility | Secured Debt
Debt Instrument [Line Items]
Long-term debt, fair value	362.8	362.8	317.3
Long-term debt	$ 356.6	$ 356.6	$ 357.7

v3.24.2.u1

INCOME TAXES (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Income Tax Disclosure [Abstract]
Provision (benefit) for income taxes	$ 859	$ (2,753)	$ 2,751	$ 8,712
Income tax (benefit) provision (as a percent)	63.40%	33.30%	31.10%	(52.50%)
Pretax income (loss)	$ (1,354)	$ (8,270)	$ (8,858)	$ (16,602)
Tax provision related to federal and state tax return		$ 300		$ 1,300
Uncertain tax position liability	$ 200		$ 200		$ 200

v3.24.2.u1

STOCK-BASED COMPENSATION - Narrative (Details) - USD ($) $ in Thousands		3 Months Ended		6 Months Ended
	Jun. 08, 2023	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023	Jun. 09, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock, shares authorized (in shares)		220,000,000		220,000,000		220,000,000
Stock compensation expense		$ 1,000	$ 3,100	$ 3,000	$ 4,900
Unrecognized Compensation Cost		$ 4,894		$ 4,894
Warrant
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)		20,263,300	20,263,300	20,263,300	20,263,300
Restricted Stock Units (RSUs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)		1,430,333	3,192,834	1,430,333	3,192,834
Restricted Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)		141,280	116,608	141,280	116,608
Restricted Stock Units (RSUs) | Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period				1 year
Restricted Stock Units (RSUs) | Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period				3 years
Performance Shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period				3 years
Unrecognized Compensation Cost		$ 2,200		$ 2,200
2020 Long-Term Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of common shares authorized, increase (in shares)	4,000,000
Amended 2020 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock, shares authorized (in shares)							13,300,000

v3.24.2.u1

STOCK-BASED COMPENSATION - Summary of Activity Related to RSUs, RSAs and PSUs (Details)	6 Months Ended
	Jun. 30, 2024 $ / shares shares
Restricted Stock Units (RSUs)
Shares
Beginning balance, outstanding (in shares) | shares	2,116,671
Granted (in shares) | shares	26,954
Vested (in shares) | shares	(694,796)
Forfeited (in shares) | shares	(18,496)
Ending balance, outstanding and nonvested (in shares) | shares	1,430,333
Weighted Average Grant Date Fair Value (per share)
Beginning balance, outstanding (in dollars per share) | $ / shares	$ 3.19
Granted (in dollars per share) | $ / shares	3.71
Vested (in dollars per share) | $ / shares	3.58
Forfeited (in dollars per share) | $ / shares	2.87
Ending balance, outstanding and nonvested (in dollars per share) | $ / shares	$ 3.02
Restricted Stock
Shares
Beginning balance, outstanding (in shares) | shares	214,556
Vested (in shares) | shares	(73,276)
Ending balance, outstanding and nonvested (in shares) | shares	141,280
Weighted Average Grant Date Fair Value (per share)
Beginning balance, outstanding (in dollars per share) | $ / shares	$ 5.06
Vested (in dollars per share) | $ / shares	6.96
Ending balance, outstanding and nonvested (in dollars per share) | $ / shares	$ 4.07
Performance Shares
Shares
Beginning balance, outstanding (in shares) | shares	1,530,360
Vested (in shares) | shares	(208,362)
Forfeited (in shares) | shares	(25,211)
Ending balance, outstanding and nonvested (in shares) | shares	1,296,787
Weighted Average Grant Date Fair Value (per share)
Beginning balance, outstanding (in dollars per share) | $ / shares	$ 4.21
Vested (in dollars per share) | $ / shares	3.75
Forfeited (in dollars per share) | $ / shares	3.50
Ending balance, outstanding and nonvested (in dollars per share) | $ / shares	$ 3.19

v3.24.2.u1

STOCK-BASED COMPENSATION - Unrecognized Compensation Cost on Nonvested Awards (Details) $ in Thousands	6 Months Ended
	Jun. 30, 2024 USD ($)
Share-Based Payment Arrangement [Abstract]
Unrecognized Compensation Cost	$ 4,894
Weighted Avg. Remaining Recognition Period (in years)	1 year 3 months 10 days

v3.24.2.u1

EARNINGS PER SHARE - Computation of Basic and Diluted Earnings (Loss) Per Common Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended				6 Months Ended
	Jun. 30, 2024	Mar. 31, 2024	Jun. 30, 2023	Mar. 31, 2022	Jun. 30, 2024	Jun. 30, 2023
EPS numerator:
Net (loss) income attributable to common shareholders	$ (2,213)	$ (9,396)	$ (5,517)	$ (19,797)	$ (11,609)	$ (25,314)
EPS denominator:
Weighted average shares outstanding - basic (in shares)	43,268,822		42,339,642		43,076,597	42,198,060
Effect of dilutive securities (in shares)	0		0		0	0
Weighted average shares outstanding - diluted (in shares)	43,268,822		42,339,642		43,076,597	42,198,060
Net (loss) earnings per share:
Basic (in dollars per share)	$ (0.05)		$ (0.13)		$ (0.27)	$ (0.60)
Diluted (in dollars per share)	$ (0.05)		$ (0.13)		$ (0.27)	$ (0.60)

v3.24.2.u1

EARNINGS PER SHARE - Narrative (Details) - shares	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Warrant
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	20,263,300	20,263,300	20,263,300	20,263,300
Restricted Stock Units (RSUs)
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	1,430,333	3,192,834	1,430,333	3,192,834
Restricted Stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	141,280	116,608	141,280	116,608
Performance Shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)			1,296,787	2,358,504

v3.24.2.u1

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (Details) - USD ($) $ in Thousands	3 Months Ended
	Jun. 30, 2024	Mar. 31, 2024	Jun. 30, 2023	Mar. 31, 2023
AOCI Attributable to Parent, Net of Tax
Beginning balance	$ 233,987	$ 251,690	$ 260,545	$ 274,551
Other comprehensive (loss) income before reclassifications	64	(9,231)	(1,716)	4,416
Amounts reclassified from AOCI	(365)	(381)	(11)	(12)
Ending balance	232,090	233,987	255,835	260,545
Total Accumulated Other Comprehensive Income (Loss)
AOCI Attributable to Parent, Net of Tax
Beginning balance	(363)	9,249	3,362	(1,042)
Ending balance	(664)	(363)	1,635	3,362
Net Currency Translation Gains (Losses)
AOCI Attributable to Parent, Net of Tax
Beginning balance	(3,932)	7,076	(295)	(4,711)
Other comprehensive (loss) income before reclassifications	(508)	(11,008)	(2,371)	4,416
Amounts reclassified from AOCI	0	0	0	0
Ending balance	(4,440)	(3,932)	(2,666)	(295)
Funded Status of Benefit Plans
AOCI Attributable to Parent, Net of Tax
Beginning balance	2,911	2,921	3,657	3,669
Other comprehensive (loss) income before reclassifications	0	0	0	0
Amounts reclassified from AOCI	(10)	(10)	(11)	(12)
Ending balance	2,901	2,911	3,646	3,657
Accumulated Gain (Loss), Net, Cash Flow Hedge, Parent
AOCI Attributable to Parent, Net of Tax
Beginning balance	658	(748)	0	0
Other comprehensive (loss) income before reclassifications	572	1,777	655	0
Amounts reclassified from AOCI	(355)	(371)	0	0
Ending balance	$ 875	$ 658	$ 655	$ 0

v3.24.2.u1

RELATED PARTY TRANSACTIONS (Details) - USD ($) $ in Millions	3 Months Ended	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2023	Dec. 31, 2023
Related Party
Related Party Transaction [Line Items]
Amount expensed for warehouse space	$ 0.2	$ 0.4
Accounts payable			$ 0.1
Related Party | WS Services
Related Party Transaction [Line Items]
Interest in partnership (as a percent)			50.00%
Limited Liability Company | WS Services | Promissory Note
Related Party Transaction [Line Items]
Long-term debt			$ 0.2

v3.24.2.u1

BUSINESS SEGMENTS - Narrative (Details)	6 Months Ended
	Jun. 30, 2024 segment
Segment Reporting [Abstract]
Number of reportable segments	2

v3.24.2.u1

BUSINESS SEGMENTS - Schedule of Selected Financial Information Relating to the Business' Reportable Segments (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Segment Reporting Information [Line Items]
Product revenues, net	$ 135,927	$ 132,902	$ 265,427	$ 265,319
Operating income	9,787	3,049	12,912	6,050
Operating Segments
Segment Reporting Information [Line Items]
Operating income	16,559	10,466	30,132	19,159
Corporate
Segment Reporting Information [Line Items]
Operating income	(6,772)	(7,417)	(17,220)	(13,109)
Branded CPG | Operating Segments
Segment Reporting Information [Line Items]
Product revenues, net	103,381	102,301	201,834	204,311
Operating income	8,363	1,461	13,346	618
Flavors & Ingredients | Operating Segments
Segment Reporting Information [Line Items]
Product revenues, net	32,546	30,601	63,593	61,008
Operating income	$ 8,196	$ 9,005	$ 16,786	$ 18,541

v3.24.2.u1

BUSINESS SEGMENTS - Disaggregated Revenue Information (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Segment Reporting Information [Line Items]
Product revenues, net	$ 135,927	$ 132,902	$ 265,427	$ 265,319
Branded CPG | North America
Segment Reporting Information [Line Items]
Product revenues, net	73,329	69,307	146,068	143,361
Branded CPG | Europe
Segment Reporting Information [Line Items]
Product revenues, net	17,799	19,691	32,587	35,660
Branded CPG | India, Middle East and Africa
Segment Reporting Information [Line Items]
Product revenues, net	3,465	3,986	6,077	7,139
Branded CPG | Asia-Pacific
Segment Reporting Information [Line Items]
Product revenues, net	5,298	5,497	10,107	11,312
Branded CPG | Latin America
Segment Reporting Information [Line Items]
Product revenues, net	$ 3,490	$ 3,820	$ 6,995	$ 6,839

v3.24.2.u1

SUBSEQUENT EVENTS (Details)	Jul. 31, 2024
Subsequent Event
Subsequent Event [Line Items]
Merger agreement, common stock holders approved, percentage	0.6666

v3.24.2.u1

Label	Element	Value
Restricted Stock, Value, Shares Issued Net of Tax Withholdings	us-gaap_RestrictedStockValueSharesIssuedNetOfTaxWithholdings	$ (405,000)
APIC, Share-Based Payment Arrangement, Increase for Cost Recognition	us-gaap_AdjustmentsToAdditionalPaidInCapitalSharebasedCompensationRequisiteServicePeriodRecognitionValue	1,792,000
AOCI Attributable to Parent [Member]
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent	us-gaap_OtherComprehensiveIncomeLossNetOfTaxPortionAttributableToParent	$ 4,404,000
Common Stock [Member]
Restricted Stock, Shares Issued Net of Shares for Tax Withholdings	us-gaap_RestrictedStockSharesIssuedNetOfSharesForTaxWithholdings	250,611
Retained Earnings [Member]
Net Income (Loss) Attributable to Parent	us-gaap_NetIncomeLoss	$ (19,797,000)
Additional Paid-in Capital [Member]
Restricted Stock, Value, Shares Issued Net of Tax Withholdings	us-gaap_RestrictedStockValueSharesIssuedNetOfTaxWithholdings	(405,000)
APIC, Share-Based Payment Arrangement, Increase for Cost Recognition	us-gaap_AdjustmentsToAdditionalPaidInCapitalSharebasedCompensationRequisiteServicePeriodRecognitionValue	$ 1,792,000

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