Whole Earth Brands Inc - Ordinary Shares (FREE) 10-Q 9 Nov 23 2023 Q3 Quarterly report Financial data

COVER PAGE

COVER PAGE - shares	9 Months Ended
	Sep. 30, 2023	Nov. 08, 2023
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2023
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	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		42,850,915
Entity Central Index Key	0001753706
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q3
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

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Current Assets
Cash and cash equivalents	$ 24,249	$ 28,676
Accounts receivable (net of allowances of $1,185 and $1,614, respectively)	68,181	66,653
Inventories	216,803	218,975
Prepaid expenses and other current assets	5,624	10,530
Total current assets	314,857	324,834
Property, Plant and Equipment, net	54,630	58,092
Other Assets
Operating lease right-of-use assets	21,233	18,238
Goodwill	192,506	193,139
Other intangible assets, net	231,189	245,376
Deferred tax assets, net	490	539
Other assets	10,486	8,785
Total Assets	825,391	849,003
Current Liabilities
Accounts payable	51,201	47,002
Accrued expenses and other current liabilities	30,327	27,488
Current portion of operating lease liabilities	8,414	8,804
Current portion of long-term debt	3,750	3,750
Total current liabilities	93,692	87,044
Non-Current Liabilities
Long-term debt	424,480	432,172
Deferred tax liabilities, net	33,466	32,585
Operating lease liabilities, less current portion	15,883	12,664
Other liabilities	10,192	9,987
Total Liabilities	577,713	574,452
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 September 30, 2023 and December 31, 2022	0	0
Common stock, $0.0001 par value; 220,000,000 shares authorized; 42,797,861 and 41,994,355 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively	4	4
Additional paid-in capital	366,313	360,777
Accumulated deficit	(115,932)	(85,188)
Accumulated other comprehensive loss	(2,707)	(1,042)
Total stockholders’ equity	247,678	274,551
Total Liabilities and Stockholders’ Equity	$ 825,391	$ 849,003

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Current Assets
Accounts receivable, allowances	$ 1,185	$ 1,614
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)	42,797,861	41,994,355
Beginning balance (in shares)	42,797,861	41,994,355

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Income Statement [Abstract]
Product revenues, net	$ 134,430	$ 135,280	$ 399,749	$ 399,375
Cost of goods sold	96,902	100,263	296,500	287,486
Gross profit	37,528	35,017	103,249	111,889
Selling, general and administrative expenses	26,226	23,566	76,549	76,314
Amortization of intangible assets	4,641	4,629	13,989	13,998
Operating income	6,661	6,822	12,711	21,577
Interest expense, net	(11,117)	(8,214)	(32,884)	(20,674)
Other (expense) income, net	(448)	278	(1,333)	3,985
(Loss) income before income taxes	(4,904)	(1,114)	(21,506)	4,888
Provision for income taxes	526	1,407	9,238	3,357
Net (loss) income	$ (5,430)	$ (2,521)	$ (30,744)	$ 1,531
Net (loss) earnings per share:
Basic (in dollars per share)	$ (0.13)	$ (0.06)	$ (0.73)	$ 0.04
Diluted (in dollars per share)	$ (0.13)	$ (0.06)	$ (0.73)	$ 0.04
Revenue from Contract with Customer, Product and Service [Extensible List]	Product [Member]	Product [Member]

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Statement of Comprehensive Income [Abstract]
Net (loss) income	$ (5,430)	$ (2,521)	$ (30,744)	$ 1,531
Other comprehensive income (loss), net of tax:
Net change in pension benefit obligations recognized, net of taxes of $(4), $(63), $(12) and $(129), respectively	(12)	21	(35)	(186)
Unrealized gains and losses on cash flow hedges, net of taxes of $383, $0, $602 and $0, respectively	1,149	0	1,804	0
Gains and losses on cash flow hedges reclassified to net income, net of taxes of $(113), $0, $(113), and $0, respectively	(339)	0	(339)	0
Foreign currency translation adjustments	(5,140)	(13,522)	(3,095)	(30,373)
Total other comprehensive income (loss), net of tax	(4,342)	(13,501)	(1,665)	(30,559)
Comprehensive loss	$ (9,772)	$ (16,022)	$ (32,409)	$ (29,028)

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Comprehensive Income (Loss) (Parenthetical) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Statement of Comprehensive Income [Abstract]
Net change in pension benefit obligations recognized, tax	$ (4)	$ (63)	$ (12)	$ (129)
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), before Reclassification, Tax	383	0	602	0
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), Reclassification, Tax	$ 113	$ 0	$ 113	$ 0

Condensed Consolidated Statem_4

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, 2021	$ 313,871	$ 4	$ 330,616	$ (26,436)	$ 9,687
Beginning balance (in shares) at Dec. 31, 2021		38,871,646
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Transfer of Private Warrants to Public Warrants	605		605
Net (loss) income	2,726			2,726
Other comprehensive income, net of tax	(2,227)				(2,227)
Stock-based compensation	1,354		1,354
Net share settlements of stock-based awards	(291)		(291)
Net share settlements of stock-based awards (in shares)		146,444
Shares issued for contingent consideration (in shares)		2,659,574
Shares issued for payment of contingent consideration	23,936		23,936
Ending balance at Mar. 31, 2022	339,974	$ 4	356,220	(23,710)	7,460
Ending balance (in shares) at Mar. 31, 2022		41,677,664
Beginning balance at Dec. 31, 2021	313,871	$ 4	330,616	(26,436)	9,687
Beginning balance (in shares) at Dec. 31, 2021		38,871,646
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net (loss) income	1,531
Other comprehensive income, net of tax	(30,559)
Ending balance at Sep. 30, 2022	315,053	$ 4	360,826	(24,905)	(20,872)
Ending balance (in shares) at Sep. 30, 2022		41,977,814
Beginning balance at Mar. 31, 2022	339,974	$ 4	356,220	(23,710)	7,460
Beginning balance (in shares) at Mar. 31, 2022		41,677,664
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net (loss) income	1,326			1,326
Other comprehensive income, net of tax	(14,831)				(14,831)
Stock-based compensation	1,564		1,564
Net share settlements of stock-based awards	(91)		(91)
Net share settlements of stock-based awards (in shares)		92,253
Net shares issued under management bonus plan (in shares)		203,763
Net share settlements under management bonus plan	1,402		1,402
Ending balance at Jun. 30, 2022	329,344	$ 4	359,095	(22,384)	(7,371)
Ending balance (in shares) at Jun. 30, 2022		41,973,680
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net (loss) income	(2,521)			(2,521)
Other comprehensive income, net of tax	(13,501)				(13,501)
Stock-based compensation	1,743		1,743
Net share settlements of stock-based awards	(12)		(12)
Net share settlements of stock-based awards (in shares)		4,134
Ending balance at Sep. 30, 2022	315,053	$ 4	360,826	(24,905)	(20,872)
Ending balance (in shares) at Sep. 30, 2022		41,977,814
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	41,994,355
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net (loss) income	$ (19,797)			(19,797)
Other comprehensive income, net of tax	4,404				4,404
Stock-based compensation	1,792		1,792
Net share settlements of stock-based awards	(405)		(405)
Net share settlements of stock-based awards (in shares)		250,611
Ending balance at Mar. 31, 2023	260,545	$ 4	362,164	(104,985)	3,362
Ending balance (in shares) at Mar. 31, 2023		42,244,966
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	41,994,355
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net (loss) income	$ (30,744)
Other comprehensive income, net of tax	(1,665)
Ending balance at Sep. 30, 2023	$ 247,678	$ 4	366,313	(115,932)	(2,707)
Ending balance (in shares) at Sep. 30, 2023	42,797,861	42,797,861
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) income	(5,517)			(5,517)
Other comprehensive income, 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
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Transfer of Private Warrants to Public Warrants	133		133
Net (loss) income	(5,430)			(5,430)
Other comprehensive income, net of tax	(4,342)				(4,342)
Stock-based compensation	2,172		2,172
Net share settlements of stock-based awards	(690)		(690)
Net share settlements of stock-based awards (in shares)		334,966
Ending balance at Sep. 30, 2023	$ 247,678	$ 4	$ 366,313	$ (115,932)	$ (2,707)
Ending balance (in shares) at Sep. 30, 2023	42,797,861	42,797,861

Condensed Consolidated Statem_5

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Operating activities
Net (loss) income	$ (30,744)	$ 1,531
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Stock-based compensation	7,340	4,957
Depreciation	5,038	4,324
Amortization of intangible assets	13,989	13,998
Deferred income taxes	686	(4,586)
Amortization of inventory fair value adjustments	0	(2,537)
Amortization of debt issuance costs and original issue discount	1,664	1,450
Change in fair value of warrant liabilities	(75)	(1,240)
Changes in current assets and liabilities:
Accounts receivable	(1,733)	(3,746)
Inventories	952	(20,926)
Prepaid expenses and other current assets	1,348	(1,972)
Accounts payable, accrued liabilities and income taxes	10,972	(5,196)
Other, net	1,178	(3,321)
Net cash provided by (used in) operating activities	10,615	(17,264)
Investing activities
Capital expenditures	(4,112)	(6,947)
Proceeds from the sale of fixed assets	18	50
Net cash used in investing activities	(4,094)	(6,897)
Financing activities
Proceeds from revolving credit facility	0	54,000
Repayments of revolving credit facility	(6,000)	0
Repayments of long-term borrowings	(2,813)	(2,812)
Debt issuance costs	(447)	(682)
Payment of contingent consideration	0	(29,108)
Tax withholdings related to net share settlements of stock awards	(1,444)	(874)
Net cash (used in) provided by financing activities	(10,704)	20,524
Effect of exchange rate changes on cash and cash equivalents	(244)	(3,813)
Net change in cash and cash equivalents	(4,427)	(7,450)
Cash and cash equivalents, beginning of period	28,676	28,296
Cash and cash equivalents, end of period	24,249	20,846
Supplemental disclosure of cash flow information
Interest paid	31,323	19,161
Taxes paid, net of refunds	$ 3,844	$ 7,510

BASIS OF PRESENTATION AND SIGNI

BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES	9 Months Ended
	Sep. 30, 2023
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. As a result of the Business Combination, for accounting purposes, Act II was deemed to be the acquirer and Mafco Worldwide and Merisant Company were deemed to be the acquired parties. 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, 2022 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 and combined financial statements for the year ended December 31, 2022 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 September 30, 2023 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 significant 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. Reclassifications —Certain previously reported amounts have been reclassified to conform to the current presentation. Recently Adopted Accounting Pronouncements —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 June 2016, the FASB issued ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326).” The standard requires entities to estimate losses on financial assets measured at amortized cost, including trade receivables, debt securities and loans, using an expected credit loss model. The expected credit loss model should consider reasonable and supportable forecasts in addition to the previously considered past events and current conditions. This guidance also includes enhanced requirements for disclosures related to credit loss estimates. Entities must apply the standard provision as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. The Company adopted this standard on January 1, 2023. The adoption of this standard did not have a material impact on the Company’s unaudited condensed consolidated financial statements and related disclosures and a cumulative-effect adjustment was not deemed necessary. Warrant Liabilities —The Company accounts for the Private Warrants in accordance with ASC Topic 815, “Derivatives and Hedging.” Under the guidance contained in ASC Topic 815-40, the Private Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Private Warrants as liabilities at their fair value and adjusts the warrants to fair value at each reporting period. The liability is subject to re-measurement at each balance sheet date, and any change in fair value is recognized in the Company’s statement of operations. Derivative Instruments —The Company’s earnings and cash flows are subject to fluctuations due to changes in interest rates. The Company uses derivative financial instruments, including interest rate swaps, to manage interest rate exposures and hedge the variability of interest payments on future debt obligations. The Company does not use derivative financial instruments for trading or speculative purposes. The Company formally documents all relationships between hedging instruments and hedged items, as well as the risk management objective and strategy for undertaking hedge transactions. This process includes linking the derivatives designated as cash flow hedges to specific forecasted transactions or variability of cash flows. The Company also formally assesses, both at the inception of a hedge transaction and on an ongoing basis, whether the designated derivatives that are used in hedging transactions are highly effective in offsetting changes in the cash flow of the hedged items as well as monitors the credit worthiness of the counterparties to ensure no issues exist which would affect the value of the derivatives. When a derivative is determined not to be highly effective as a hedge or the underlying hedged transaction is no longer probable, the Company discontinues hedge accounting prospectively and reclassifies any hedge related gains or losses previously recorded in other comprehensive income (loss) to other expense (income) within the statement of operations. To the extent the hedge is effective, the Company records derivative financial instruments at fair value in its condensed consolidated balance sheet and changes in the fair value are recorded in accumulated other comprehensive income (loss) and reclassified to earnings when the hedged item affects earnings. Cash flows from derivative instruments are classified in the condensed consolidated statements of cash flows based on the nature of the derivative contract. Additional information pertaining to the Company’s derivative instruments is provided in Note 7. No other significant accounting policies and estimates have changed from those detailed in Note 1 to the Company’s audited consolidated and combined financial statements for the year ended December 31, 2022.

BUSINESS COMBINATIONS

BUSINESS COMBINATIONS	9 Months Ended
	Sep. 30, 2023
Business Combinations [Abstract]
BUSINESS COMBINATIONS	NOTE 2: BUSINESS COMBINATION On December 17, 2020, the Company entered into a stock purchase agreement (the “Wholesome Purchase Agreement”) with WSO Investments, Inc. (“WSO Investments” and together with its subsidiaries, “Wholesome” and affiliates). WSO Investments is the direct parent of its wholly-owned subsidiary Wholesome Sweeteners, Incorporated, which was formed to import, market, distribute, and sell organic sugars, unrefined specialty sugars, and related products. Wholesome is included within the Company’s Branded CPG reportable segment. Wholesome’s results are included in the Company’s consolidated statement of operations from the date of acquisition. On February 5, 2021, pursuant to the terms of the Wholesome Purchase Agreement, the Company purchased and acquired all of the issued and outstanding shares of capital stock for an initial cash purchase price of $180 million plus up to an additional $55 million (the “Earn-Out Amount”) upon the satisfaction of certain post-closing financial metrics. Subject to the terms and conditions of the Wholesome Purchase Agreement, payment of the Earn-Out Amount, in whole or in part, was subject to Wholesome achieving certain EBITDA thresholds at or above approximately $30 million during the period beginning August 29, 2020, and ending December 31, 2021 (the “Earn-Out Period”). A portion of the Earn-Out Amount (up to $27.5 million) could be paid, at the Company’s election, in freely tradeable, registered shares of Company common stock calculated using the 20-day volume weighted average trading price per share as of the date of determination. Calculation of the achievement of the Earn-Out Amount was subject to certain adjustments more thoroughly described in the Wholesome Purchase Agreement. Following the completion of the Earn-Out Period, the Company determined, in accordance with the terms of the Purchase Agreement, that the sellers were entitled to receive the Earn-Out Amount in full. The Company elected to satisfy part of the Earn-Out Amount in common stock and on February 23, 2022, issued 2,659,574 shares of the Company’s common stock. The remaining $30 million portion of the $55 million Earn-Out Amount was paid in cash which was funded from available capacity under the Company’s revolving credit facility. The settlement of the earn-out resulted in a non-cash gain of $1.1 million that was recorded in the first quarter of 2022 which represents the difference in the value of the common stock issued using the 20-day volume weighted average trading price per share as compared to the trading price on the date of issuance.

INVENTORIES

INVENTORIES	9 Months Ended
	Sep. 30, 2023
Inventory Disclosure [Abstract]
INVENTORIES	NOTE 3: INVENTORIES Inventories consisted of the following (in thousands): September 30, 2023 December 31, 2022 Raw materials and supplies $ 133,231 $ 129,131 Work in process 1,696 1,835 Finished goods 81,876 88,009 Total inventories $ 216,803 $ 218,975

GOODWILL AND OTHER INTANGIBLE A

GOODWILL AND OTHER INTANGIBLE ASSETS	9 Months Ended
	Sep. 30, 2023
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): September 30, 2023 December 31, 2022 Gross Accumulated Net Gross Accumulated Net Other intangible assets subject to amortization Customer relationships (useful life of 5 to 10 years) $ 105,150 $ (34,921) $ 70,229 $ 105,298 $ (26,137) $ 79,161 Tradenames (useful life of 25 years) 170,801 (20,541) 150,260 171,013 (15,498) 155,515 Total $ 275,951 $ (55,462) 220,489 $ 276,311 $ (41,635) 234,676 Other intangible assets not subject to amortization Product formulations 10,700 10,700 Total other intangible assets, net 231,189 245,376 Goodwill 192,506 193,139 Total goodwill and other intangible assets $ 423,695 $ 438,515 At September 30, 2023 and December 31, 2022, goodwill at Branded CPG was $188.9 million and $189.5 million, respectively. At September 30, 2023 and December 31, 2022, 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 $4.6 million and $14.0 million for the three and nine months ended September 30, 2023, respectively, and $4.6 million and $14.0 million for the three and nine months ended September 30, 2022, respectively. Amortization expense relating to amortizable intangible assets as of September 30, 2023 for the next five years is expected to be as follows (in thousands): Remainder of 2023 $ 4,718 2024 18,708 2025 18,464 2026 18,234 2027 17,017 2028 15,024

DEBT

DEBT	9 Months Ended
	Sep. 30, 2023
Debt Disclosure [Abstract]
DEBT	NOTE 5: DEBT Debt consisted of the following (in thousands): September 30, 2023 December 31, 2022 Term loan, due 2028 $ 365,625 $ 368,438 Revolving credit facility, due 2026 70,000 76,000 Less: current portion (3,750) (3,750) Less: unamortized discount and debt issuance costs (7,395) (8,516) Total long-term debt $ 424,480 $ 432,172 Loan Agreement —At both September 30, 2023 and December 31, 2022, 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 September 30, 2023 and December 31, 2022, term loan borrowings were $358.2 million and $359.9 million, respectively, net of unamortized discount and debt issuance costs of $7.4 million and $8.5 million, respectively. There were $70.0 million and $76.0 million of borrowings under the revolving credit facility as of September 30, 2023 and December 31, 2022, respectively. Additionally, as of September 30, 2023 and December 31, 2022, the Company’s unamortized debt issuance costs related to the revolving credit facility were $1.9 million and $2.0 million, respectively, which are included in other assets in the condensed consolidated balance sheet. As of September 30, 2023 and December 31, 2022, there were $2.8 million and $2.1 million, respectively, of outstanding letters of credit that reduced the Company’s availability under the revolving credit facility. See Note 7 to the Company’s consolidated and combined financial statements in its Annual Report on Form 10-K for the year ended December 31, 2022 for further information and significant terms and conditions associated with the Term Loan Facility and Revolving Facility. As further described in Note 2, following the completion of the Wholesome Earn-Out Period, the Company determined, in accordance with the terms of the Purchase Agreement, that the sellers were entitled to receive the Earn-Out Amount in full. The Company elected to satisfy part of the Earn-Out Amount in common stock and on February 23, 2022, issued 2,659,574 shares of the Company’s common stock. The remaining $30 million portion of the $55 million Earn-Out Amount was paid in cash which was funded from available capacity under the Company’s revolving credit 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 will temporarily increase 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 will return 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.

WARRANTS

WARRANTS	9 Months Ended
	Sep. 30, 2023
Other Liabilities [Abstract]
WARRANTS	NOTE 6: WARRANTSAs 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 September 30, 2023 and December 31, 2022, the Company had 20,193,120 and 19,491,320 Public Warrants outstanding, respectively, and 70,180 and 771,980 Private Warrants outstanding, respectively. There were no Warrants exercised for shares of the Company’s common stock in the nine months ended September 30, 2023 and 2022.

FAIR VALUE OF FINANCIAL INSTRUM

FAIR VALUE OF FINANCIAL INSTRUMENTS	9 Months Ended
	Sep. 30, 2023
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. 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 nine months ended September 30, 2023. As of September 30, 2023, the fair value of the interest rate swap was recorded in other assets in the condensed consolidated balance sheet in the amount of approximately $2.0 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 $0.3 million were reclassified to net income in the three and nine months ended September 30, 2023. As of September 30, 2023, the Company expects approximately $1.9 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. 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. Investment in securities —The Company has assets in an investment fund that holds surplus funds from its terminated qualified pension plan that will be used to fund future 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 September 30, 2023, both the estimated fair value and cost basis of the investment fund was $2.3 million and 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 September 30, 2023, the estimated fair value of the term loan was $332.7 million as compared to a carrying value of $358.2 million. At December 31, 2022, the estimated fair value of the term loan was $338.0 million as compared to a carrying value of $359.9 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 September 30, 2023 and December 31, 2022 approximated carrying value.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	9 Months Ended
	Sep. 30, 2023
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.

INCOME TAXES

INCOME TAXES	9 Months Ended
	Sep. 30, 2023
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. The Company’s income tax provision was $0.5 million for the three months ended September 30, 2023, which includes a discrete tax benefit of $0.6 million related primarily to the finalization of the Company’s 2022 U.S. federal tax return and certain foreign tax returns during the quarter ended September 30, 2023. The effective tax rate for the three months ended September 30, 2023 was (10.7%) on a pre-tax loss of $4.9 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 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 (“GILTI”) recorded during the period, partially offset with the discrete tax benefit described above. The Company’s income tax provision was $9.2 million for the nine months ended September 30, 2023, which includes a discrete tax provision of $0.6 million primarily related to tax expense for a shortfall of the tax benefits on stock-based awards that have vested and the remeasurement of state deferred tax assets as a result of state law changes enacted during the first nine months of 2023, offset by the $0.6 million tax benefit related to the finalization of the Company’s 2022 U.S. federal tax return and foreign tax returns during the quarter ended September 30, 2023. The effective tax rate for the nine months ended September 30, 2023 was (43.0%) on a pre-tax loss of $21.5 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, the U.S. tax effect of international operations including GILTI recorded during the period, and the discrete tax provision described above. The Company’s income tax provision was $1.4 million for the three months ended September 30, 2022, which includes a discrete tax provision of $0.4 million related primarily to the finalization of the Company’s 2021 U.S. federal and state tax returns during the quarter ended September 30, 2022. The effective tax rate for the three months ended September 30, 2022 was (126.3%) on pre-tax loss of $1.1 million which differs from the statutory federal rate of 21% primarily due to state and local taxes, non-deductible permanent differences, limited benefit on current year interest deductions and losses in certain jurisdictions, the change in the fair value of warrant liabilities, foreign income at different rates and the U.S. tax effect of international operations including GILTI recorded during the period, and the discrete tax provision described above. The Company’s income tax provision was $3.4 million for the nine months ended September 30, 2022, which includes a discrete tax provision of $0.5 million related primarily to the finalization of the Company’s 2021 U.S. federal and state tax returns during the quarter ended September 30, 2022. The effective tax rate for the nine months ended September 30, 2022 was an income tax provision of 68.7% on pre-tax income of $4.9 million which differs from the statutory federal rate of 21% primarily due to state and local taxes, non-deductible permanent differences, limited benefit on current year interest deductions and losses in certain jurisdictions, the change in the fair value of warrant liabilities, foreign income at different rates and the U.S. tax effect of international operations including GILTI recorded during the period, and the discrete tax provision described above. At both September 30, 2023 and December 31, 2022, 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.

STOCK-BASED COMPENSATION

STOCK-BASED COMPENSATION	9 Months Ended
	Sep. 30, 2023
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 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 nine months ended September 30, 2023 was $2.5 million and $7.3 million, respectively. Stock-based compensation expense for the three and nine months ended September 30, 2022 was $1.7 million and $5.0 million, respectively. A summary of activity and weighted average fair values related to the RSUs is as follows: Nine Months Ended September 30, 2023 Shares Weighted Average Grant Date Fair Value (per share) Outstanding at December 31, 2022 1,538,759 $ 6.65 Granted 3,014,658 2.56 Vested (1,205,687) 6.29 Forfeited (361,178) 3.99 Outstanding and nonvested at September 30, 2023 2,986,552 $ 3.02 A summary of activity and weighted average fair values related to the RSAs is as follows: Nine Months Ended September 30, 2023 Shares Weighted Average Grant Date Fair Value (per share) Outstanding at December 31, 2022 131,470 $ 8.75 Granted 141,280 4.07 Vested (14,862) 8.75 Outstanding and nonvested at September 30, 2023 257,888 $ 6.18 A summary of activity and weighted average fair values related to the PSUs is as follows: Nine Months Ended September 30, 2023 Shares Weighted Average Grant Date Fair Value (per share) Outstanding at December 31, 2022 631,377 $ 8.49 Granted 1,934,388 2.20 Forfeited (209,885) 4.73 Outstanding and nonvested at September 30, 2023 2,355,880 $ 3.66 As of September 30, 2023, 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 $ 9,976 1.33 The nonvested awards excludes unvested PSUs that are deemed not probable of vesting constituting $4.7 million of unrecognized compensation expense at September 30, 2023.

EARNINGS PER SHARE

EARNINGS PER SHARE	9 Months Ended
	Sep. 30, 2023
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 Nine Months Ended September 30, 2023 September 30, 2022 September 30, 2023 September 30, 2022 EPS numerator: Net (loss) income attributable to common shareholders $ (5,430) $ (2,521) $ (30,744) $ 1,531 EPS denominator: Weighted average shares outstanding - basic 42,683,990 41,976,865 42,361,816 41,311,366 Effect of dilutive securities — — — 17,719 Weighted average shares outstanding - diluted 42,683,990 41,976,865 42,361,816 41,329,085 Net (loss) earnings per share: Basic $ (0.13) $ (0.06) $ (0.73) $ 0.04 Diluted $ (0.13) $ (0.06) $ (0.73) $ 0.04

ACCUMULATED OTHER COMPREHENSIVE

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)	9 Months Ended
	Sep. 30, 2023
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 Total Accumulated Other Comprehensive Income (Loss) Balance at December 31, 2021 $ 8,758 $ — $ 929 $ 9,687 Other comprehensive loss before reclassifications (2,003) — — (2,003) Amounts reclassified from AOCI — — (224) (224) Balance at March 31, 2022 6,755 — 705 7,460 Other comprehensive loss before reclassifications (14,848) — — (14,848) Amounts reclassified from AOCI — — 17 17 Balance at June 30, 2022 (8,093) — 722 (7,371) Other comprehensive loss before reclassifications (13,522) — — (13,522) Amounts reclassified from AOCI — — 21 21 Balance at September 30, 2022 $ (21,615) $ — $ 743 $ (20,872) 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 Other comprehensive (loss) income before reclassifications (5,140) 1,149 — (3,991) Amounts reclassified from AOCI — (339) (12) (351) Balance at September 30, 2023 $ (7,806) $ 1,465 $ 3,634 $ (2,707)

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	9 Months Ended
	Sep. 30, 2023
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 13: RELATED PARTY TRANSACTIONSIn December 2019, Wholesome entered into a partnership agreement to form WS Services, LLC (“WS Services”), in which Wholesome received a 50% interest and accounts for the partnership as an equity method investment. Wholesome’s investment in the partnership, which is classified as other assets in the condensed consolidated balance sheet, was $0.7 million as of both September 30, 2023 and December 31, 2022. During the three and nine months ended September 30, 2023 and 2022, the Company expensed $0.1 million, $0.5 million, $0.2 million, and $0.7 million respectively, related to costs incurred by WS Services for Wholesome’s use of a warehouse space for storage of raw materials. The Company has a liability to WS Services of approximately $0.1 million as of both September 30, 2023 and December 31, 2022.

BUSINESS SEGMENTS

BUSINESS SEGMENTS	9 Months Ended
	Sep. 30, 2023
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 Nine Months Ended September 30, 2023 September 30, 2022 September 30, 2023 September 30, 2022 Product revenues, net Branded CPG $ 103,270 $ 105,373 $ 307,581 $ 313,207 Flavors & Ingredients 31,160 29,907 92,168 86,168 Total product revenues, net $ 134,430 $ 135,280 $ 399,749 $ 399,375 Operating income Branded CPG $ 7,202 $ 5,518 $ 7,820 $ 17,555 Flavors & Ingredients 8,448 7,287 26,989 24,137 15,650 12,805 34,809 41,692 Corporate (8,989) (5,983) (22,098) (20,115) Total operating income $ 6,661 $ 6,822 $ 12,711 $ 21,577 The following table presents disaggregated revenue information for the Company (in thousands): Three Months Ended Nine Months Ended September 30, 2023 September 30, 2022 September 30, 2023 September 30, 2022 Branded CPG: North America $ 73,785 $ 75,823 $ 217,146 $ 220,071 Europe 17,326 15,223 52,986 51,479 India, Middle East and Africa 2,925 4,526 10,064 13,007 Asia-Pacific 5,207 5,607 16,519 17,650 Latin America 4,027 4,194 10,866 11,000 Flavors & Ingredients 31,160 29,907 92,168 86,168 Total product revenues, net $ 134,430 $ 135,280 $ 399,749 $ 399,375

Pay vs Performance Disclosure

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended						9 Months Ended
	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2023	Sep. 30, 2022
Pay vs Performance Disclosure
Net (loss) income	$ (5,430)	$ (5,517)	$ (19,797)	$ (2,521)	$ 1,326	$ 2,726	$ (30,744)	$ 1,531

Insider Trading Arrangements

Insider Trading Arrangements	3 Months Ended
	Sep. 30, 2023
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

BASIS OF PRESENTATION AND SIG_2

BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended
	Sep. 30, 2023
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, 2022 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 and combined financial statements for the year ended December 31, 2022 included in the Company’s Annual Report on Form 10-K.
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 significant 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.
Reclassifications	Reclassifications —Certain previously reported amounts have been reclassified to conform to the current presentation.
Recently Adopted Accounting Pronouncements and Accounting Standards Not Yet Adopted	Recently Adopted Accounting Pronouncements —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.
Warrant Liabilities	Warrant Liabilities—The Company accounts for the Private Warrants in accordance with ASC Topic 815, “Derivatives and Hedging.” Under the guidance contained in ASC Topic 815-40, the Private Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Private Warrants as liabilities at their fair value and adjusts the warrants to fair value at each reporting period. The liability is subject to re-measurement at each balance sheet date, and any change in fair value is recognized in the Company’s statement of operations.
Derivatives, Policy	Derivative Instruments —The Company’s earnings and cash flows are subject to fluctuations due to changes in interest rates. The Company uses derivative financial instruments, including interest rate swaps, to manage interest rate exposures and hedge the variability of interest payments on future debt obligations. The Company does not use derivative financial instruments for trading or speculative purposes. The Company formally documents all relationships between hedging instruments and hedged items, as well as the risk management objective and strategy for undertaking hedge transactions. This process includes linking the derivatives designated as cash flow hedges to specific forecasted transactions or variability of cash flows. The Company also formally assesses, both at the inception of a hedge transaction and on an ongoing basis, whether the designated derivatives that are used in hedging transactions are highly effective in offsetting changes in the cash flow of the hedged items as well as monitors the credit worthiness of the counterparties to ensure no issues exist which would affect the value of the derivatives. When a derivative is determined not to be highly effective as a hedge or the underlying hedged transaction is no longer probable, the Company discontinues hedge accounting prospectively and reclassifies any hedge related gains or losses previously recorded in other comprehensive income (loss) to other expense (income) within the statement of operations. To the extent the hedge is effective, the Company records derivative financial instruments at fair value in its condensed consolidated balance sheet and changes in the fair value are recorded in accumulated other comprehensive income (loss) and reclassified to earnings when the hedged item affects earnings. Cash flows from derivative instruments are classified in the condensed consolidated statements of cash flows based on the nature of the derivative contract. Additional information pertaining to the Company’s derivative instruments is provided in Note 7. No other significant accounting policies and estimates have changed from those detailed in Note 1 to the Company’s audited consolidated and combined financial statements for the year ended December 31, 2022.
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.

INVENTORIES (Tables)

INVENTORIES (Tables)	9 Months Ended
	Sep. 30, 2023
Inventory Disclosure [Abstract]
Summary of Inventories	Inventories consisted of the following (in thousands): September 30, 2023 December 31, 2022 Raw materials and supplies $ 133,231 $ 129,131 Work in process 1,696 1,835 Finished goods 81,876 88,009 Total inventories $ 216,803 $ 218,975

GOODWILL AND OTHER INTANGIBLE_2

GOODWILL AND OTHER INTANGIBLE ASSETS (Tables)	9 Months Ended
	Sep. 30, 2023
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): September 30, 2023 December 31, 2022 Gross Accumulated Net Gross Accumulated Net Other intangible assets subject to amortization Customer relationships (useful life of 5 to 10 years) $ 105,150 $ (34,921) $ 70,229 $ 105,298 $ (26,137) $ 79,161 Tradenames (useful life of 25 years) 170,801 (20,541) 150,260 171,013 (15,498) 155,515 Total $ 275,951 $ (55,462) 220,489 $ 276,311 $ (41,635) 234,676 Other intangible assets not subject to amortization Product formulations 10,700 10,700 Total other intangible assets, net 231,189 245,376 Goodwill 192,506 193,139 Total goodwill and other intangible assets $ 423,695 $ 438,515
Schedule of Amortization Expense	Amortization expense relating to amortizable intangible assets as of September 30, 2023 for the next five years is expected to be as follows (in thousands): Remainder of 2023 $ 4,718 2024 18,708 2025 18,464 2026 18,234 2027 17,017 2028 15,024

DEBT (Tables)

DEBT (Tables)	9 Months Ended
	Sep. 30, 2023
Debt Disclosure [Abstract]
Schedule of Components of Debt	Debt consisted of the following (in thousands): September 30, 2023 December 31, 2022 Term loan, due 2028 $ 365,625 $ 368,438 Revolving credit facility, due 2026 70,000 76,000 Less: current portion (3,750) (3,750) Less: unamortized discount and debt issuance costs (7,395) (8,516) Total long-term debt $ 424,480 $ 432,172

STOCK-BASED COMPENSATION (Table

STOCK-BASED COMPENSATION (Tables)	9 Months Ended
	Sep. 30, 2023
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: Nine Months Ended September 30, 2023 Shares Weighted Average Grant Date Fair Value (per share) Outstanding at December 31, 2022 1,538,759 $ 6.65 Granted 3,014,658 2.56 Vested (1,205,687) 6.29 Forfeited (361,178) 3.99 Outstanding and nonvested at September 30, 2023 2,986,552 $ 3.02 A summary of activity and weighted average fair values related to the RSAs is as follows: Nine Months Ended September 30, 2023 Shares Weighted Average Grant Date Fair Value (per share) Outstanding at December 31, 2022 131,470 $ 8.75 Granted 141,280 4.07 Vested (14,862) 8.75 Outstanding and nonvested at September 30, 2023 257,888 $ 6.18 A summary of activity and weighted average fair values related to the PSUs is as follows: Nine Months Ended September 30, 2023 Shares Weighted Average Grant Date Fair Value (per share) Outstanding at December 31, 2022 631,377 $ 8.49 Granted 1,934,388 2.20 Forfeited (209,885) 4.73 Outstanding and nonvested at September 30, 2023 2,355,880 $ 3.66
Schedule of Unrecognized Compensation Cost on Nonvested Awards	As of September 30, 2023, 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 $ 9,976 1.33

EARNINGS PER SHARE (Tables)

EARNINGS PER SHARE (Tables)	9 Months Ended
	Sep. 30, 2023
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 Nine Months Ended September 30, 2023 September 30, 2022 September 30, 2023 September 30, 2022 EPS numerator: Net (loss) income attributable to common shareholders $ (5,430) $ (2,521) $ (30,744) $ 1,531 EPS denominator: Weighted average shares outstanding - basic 42,683,990 41,976,865 42,361,816 41,311,366 Effect of dilutive securities — — — 17,719 Weighted average shares outstanding - diluted 42,683,990 41,976,865 42,361,816 41,329,085 Net (loss) earnings per share: Basic $ (0.13) $ (0.06) $ (0.73) $ 0.04 Diluted $ (0.13) $ (0.06) $ (0.73) $ 0.04

ACCUMULATED OTHER COMPREHENSI_2

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (Tables)	9 Months Ended
	Sep. 30, 2023
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 Total Accumulated Other Comprehensive Income (Loss) Balance at December 31, 2021 $ 8,758 $ — $ 929 $ 9,687 Other comprehensive loss before reclassifications (2,003) — — (2,003) Amounts reclassified from AOCI — — (224) (224) Balance at March 31, 2022 6,755 — 705 7,460 Other comprehensive loss before reclassifications (14,848) — — (14,848) Amounts reclassified from AOCI — — 17 17 Balance at June 30, 2022 (8,093) — 722 (7,371) Other comprehensive loss before reclassifications (13,522) — — (13,522) Amounts reclassified from AOCI — — 21 21 Balance at September 30, 2022 $ (21,615) $ — $ 743 $ (20,872) 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 Other comprehensive (loss) income before reclassifications (5,140) 1,149 — (3,991) Amounts reclassified from AOCI — (339) (12) (351) Balance at September 30, 2023 $ (7,806) $ 1,465 $ 3,634 $ (2,707)

BUSINESS SEGMENTS (Tables)

BUSINESS SEGMENTS (Tables)	9 Months Ended
	Sep. 30, 2023
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 Nine Months Ended September 30, 2023 September 30, 2022 September 30, 2023 September 30, 2022 Product revenues, net Branded CPG $ 103,270 $ 105,373 $ 307,581 $ 313,207 Flavors & Ingredients 31,160 29,907 92,168 86,168 Total product revenues, net $ 134,430 $ 135,280 $ 399,749 $ 399,375 Operating income Branded CPG $ 7,202 $ 5,518 $ 7,820 $ 17,555 Flavors & Ingredients 8,448 7,287 26,989 24,137 15,650 12,805 34,809 41,692 Corporate (8,989) (5,983) (22,098) (20,115) Total operating income $ 6,661 $ 6,822 $ 12,711 $ 21,577
Summary of Disaggregated Revenue Information	The following table presents disaggregated revenue information for the Company (in thousands): Three Months Ended Nine Months Ended September 30, 2023 September 30, 2022 September 30, 2023 September 30, 2022 Branded CPG: North America $ 73,785 $ 75,823 $ 217,146 $ 220,071 Europe 17,326 15,223 52,986 51,479 India, Middle East and Africa 2,925 4,526 10,064 13,007 Asia-Pacific 5,207 5,607 16,519 17,650 Latin America 4,027 4,194 10,866 11,000 Flavors & Ingredients 31,160 29,907 92,168 86,168 Total product revenues, net $ 134,430 $ 135,280 $ 399,749 $ 399,375

BASIS OF PRESENTATION AND SIG_3

BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) $ in Thousands		9 Months Ended
	Jun. 25, 2020	Sep. 30, 2023	Sep. 30, 2022
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		$ (75)	$ (1,240)
Common Stock
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Shares issued (in shares)	7,500,000

BUSINESS COMBINATIONS - Narrati

BUSINESS COMBINATIONS - Narrative (Details) - USD ($) $ in Thousands			3 Months Ended	9 Months Ended
	Feb. 23, 2022	Feb. 05, 2021	Mar. 31, 2023	Sep. 30, 2023	Sep. 30, 2022
Business Acquisition [Line Items]
Payment of contingent consideration				$ 0	$ 29,108
Wholesome
Business Acquisition [Line Items]
Payments to Acquire Businesses, Gross		$ 180,000
Additional earn-out amounts	$ 55,000	55,000
EBITDA Threshold		30,000
Earn-out amounts payable in common stock		$ 27,500
Weighted average trading price period		20 days
Shares issued (in shares)	2,659,574
Payment of contingent consideration	$ 30,000
Gain on settlement of contingent consideration liability			$ 1,100

INVENTORIES - Summary of Invent

INVENTORIES - Summary of Inventories (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Inventory Disclosure [Abstract]
Raw materials and supplies	$ 133,231	$ 129,131
Work in process	1,696	1,835
Finished goods	81,876	88,009
Total inventories	$ 216,803	$ 218,975

GOODWILL AND OTHER INTANGIBLE_3

GOODWILL AND OTHER INTANGIBLE ASSETS - Components of Goodwill and Other Intangible Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
GOODWILL AND OTHER INTANGIBLE ASSETS
Other intangible assets subject to amortization, gross amount	$ 275,951	$ 276,311
Other intangible assets subject to amortization, accumulated amortization	(55,462)	(41,635)
Other intangible assets subject to amortization, net amount	220,489	234,676
Total other intangible assets, net	231,189	245,376
Goodwill	192,506	193,139
Total goodwill and other intangible assets	423,695	438,515
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	105,150	105,298
Other intangible assets subject to amortization, accumulated amortization	(34,921)	(26,137)
Other intangible assets subject to amortization, net amount	$ 70,229	79,161
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	$ 170,801	171,013
Other intangible assets subject to amortization, accumulated amortization	(20,541)	(15,498)
Other intangible assets subject to amortization, net amount	$ 150,260	$ 155,515
Other intangible assets subject to amortization, Useful life (in years)	25 years

GOODWILL AND OTHER INTANGIBLE_4

GOODWILL AND OTHER INTANGIBLE ASSETS - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Goodwill [Line Items]
Goodwill	$ 192,506		$ 192,506		$ 193,139
Amortization of intangible assets	4,641	$ 4,629	13,989	$ 13,998
Branded CPG
Goodwill [Line Items]
Goodwill	188,900		188,900		189,500
Flavors & Ingredients
Goodwill [Line Items]
Goodwill	$ 3,600		$ 3,600		$ 3,700

GOODWILL AND OTHER INTANGIBLE_5

GOODWILL AND OTHER INTANGIBLE ASSETS - Amortization Expense (Details) $ in Thousands	Sep. 30, 2023 USD ($)
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract]
Remainder of 2022	$ 4,718
2023	18,708
2024	18,464
2025	18,234
2026	17,017
2027	$ 15,024

DEBT - Components of Debt (Deta

DEBT - Components of Debt (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Debt Instrument [Line Items]
Less: current portion	$ (3,750)	$ (3,750)
Less: unamortized discount and debt issuance costs	(7,395)	(8,516)
Long-term debt	424,480	432,172
Secured Debt | Senior secured first lien term loan facility
Debt Instrument [Line Items]
Long-term debt, gross	365,625	368,438
First lien revolving loan facility | First Lien Revolving Credit Facility
Debt Instrument [Line Items]
Long-term debt, gross	$ 70,000	$ 76,000

DEBT - Narrative (Details)

DEBT - Narrative (Details)			3 Months Ended		9 Months Ended
	Jun. 15, 2022 USD ($)	Feb. 23, 2022 USD ($) shares	Sep. 30, 2024	Sep. 30, 2023 USD ($)	Dec. 31, 2023	Sep. 30, 2023 USD ($)	Sep. 30, 2022 USD ($)	Apr. 01, 2024	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Feb. 05, 2021 USD ($)
Debt Instrument [Line Items]
Payment of contingent consideration						$ 0	$ 29,108,000
Wholesome
Debt Instrument [Line Items]
Shares issued (in shares) | shares		2,659,574
Payment of contingent consideration		$ 30,000,000
Additional earn-out amounts		$ 55,000,000									$ 55,000,000
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%
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			$ 375,000,000
Debt issuance costs				7,400,000		7,400,000			8,500,000
Long-term debt				358,200,000		358,200,000			359,900,000
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%
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			125,000,000
Outstanding letter of credit									2,100,000
Issuance costs capitalized									2,000,000
Long-term line of credit				70,000,000		70,000,000			$ 76,000,000
First lien revolving loan facility | Amended Revolving Credit Facility
Debt Instrument [Line Items]
Maximum borrowing capacity	$ 125,000,000
Outstanding letter of credit				2,800,000		2,800,000
Debt issuance costs				$ 1,900,000		$ 1,900,000
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
First lien revolving loan facility | Second Amendment | Total Leverage Ratio | Subsequent Event
Debt Instrument [Line Items]
Temporary increase in consolidated total leverage ratio			0.0025		0.005
Consolidated total leverage ratio, maximum								0.055

WARRANTS (Details)

WARRANTS (Details) - $ / shares	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	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		19,491,320	15,000,000
Private Placement
Class of Warrant or Right [Line Items]
Warrants outstanding (in shares)	70,180		771,980	5,263,500

FAIR VALUE OF FINANCIAL INSTR_2

FAIR VALUE OF FINANCIAL INSTRUMENTS - Narrative (Details) - USD ($) $ in Millions	3 Months Ended	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2023	Jun. 09, 2023	Dec. 31, 2022
Debt Instrument [Line Items]
Realized gains recognized in interest expense	$ 0.3	$ 0.3
Amount reclassified out of other comprehensive income (loss)		1.9
Interest Rate Swap
Debt Instrument [Line Items]
Derivative, notional amount			$ 183.3
Derivative, fair value	2	2
Investment Fund
Debt Instrument [Line Items]
Investment fund, estimated fair value	2.3	2.3
Investment fund, cost basis	2.3	2.3
Senior secured first lien term loan facility | Secured Debt
Debt Instrument [Line Items]
Long-term debt, fair value	332.7	332.7		$ 338
Long-term debt	$ 358.2	$ 358.2		$ 359.9

INCOME TAXES (Details)

INCOME TAXES (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Provision for income taxes	$ 526	$ 1,407	$ 9,238	$ 3,357
Discrete income tax expense (benefit)	$ (600)		$ 600
Income tax (benefit) provision (as a percent)	10.70%	(126.30%)	43%	68.70%
Pretax income (loss)	$ (4,904)	$ (1,114)	$ (21,506)	$ 4,888
Tax benefit related to U.S. federal and foreign tax return	600
Tax provision related to federal and state tax return		$ 400		$ 500
Uncertain tax position liability	$ 200		$ 200		$ 200

STOCK-BASED COMPENSATION - Narr

STOCK-BASED COMPENSATION - Narrative (Details) - USD ($) $ in Thousands		3 Months Ended		9 Months Ended
	Jun. 08, 2023	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Jun. 09, 2023	Dec. 31, 2022
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		$ 2,500	$ 1,700	$ 7,300	$ 5,000
Unrecognized Compensation Cost		$ 9,976		$ 9,976
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)		2,986,552	1,937,099	2,986,552	1,937,099
Restricted Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)		257,888	131,470	257,888
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		$ 4,700		$ 4,700
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

STOCK-BASED COMPENSATION - Summ

STOCK-BASED COMPENSATION - Summary of Activity Related to RSUs, RSAs and PSUs (Details)	9 Months Ended
	Sep. 30, 2023 $ / shares shares
Restricted Stock Units (RSUs)
Shares
Beginning balance, outstanding (in shares) | shares	1,538,759
Granted (in shares) | shares	3,014,658
Vested (in shares) | shares	(1,205,687)
Forfeited (in shares) | shares	(361,178)
Ending balance, outstanding and nonvested (in shares) | shares	2,986,552
Weighted Average Grant Date Fair Value (per share)
Beginning balance, outstanding (in dollars per share) | $ / shares	$ 6.65
Granted (in dollars per share) | $ / shares	2.56
Vested (in dollars per share) | $ / shares	6.29
Forfeited (in dollars per share) | $ / shares	3.99
Ending balance, outstanding and nonvested (in dollars per share) | $ / shares	$ 3.02
Restricted Stock
Shares
Beginning balance, outstanding (in shares) | shares	131,470
Granted (in shares) | shares	141,280
Vested (in shares) | shares	(14,862)
Ending balance, outstanding and nonvested (in shares) | shares	257,888
Weighted Average Grant Date Fair Value (per share)
Beginning balance, outstanding (in dollars per share) | $ / shares	$ 8.75
Granted (in dollars per share) | $ / shares	4.07
Vested (in dollars per share) | $ / shares	8.75
Ending balance, outstanding and nonvested (in dollars per share) | $ / shares	$ 6.18
Performance Shares
Shares
Beginning balance, outstanding (in shares) | shares	631,377
Granted (in shares) | shares	1,934,388
Forfeited (in shares) | shares	(209,885)
Ending balance, outstanding and nonvested (in shares) | shares	2,355,880
Weighted Average Grant Date Fair Value (per share)
Beginning balance, outstanding (in dollars per share) | $ / shares	$ 8.49
Granted (in dollars per share) | $ / shares	2.20
Forfeited (in dollars per share) | $ / shares	4.73
Ending balance, outstanding and nonvested (in dollars per share) | $ / shares	$ 3.66

STOCK-BASED COMPENSATION - Unre

STOCK-BASED COMPENSATION - Unrecognized Compensation Cost on Nonvested Awards (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2023 USD ($)
Share-Based Payment Arrangement [Abstract]
Unrecognized Compensation Cost	$ 9,976
Weighted Avg. Remaining Recognition Period (in years)	1 year 3 months 29 days

EARNINGS PER SHARE - Computatio

EARNINGS PER SHARE - Computation of Basic and Diluted Earnings (Loss) Per Common Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended						9 Months Ended
	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2023	Sep. 30, 2022
EPS numerator:
Net (loss) income attributable to common shareholders	$ (5,430)	$ (5,517)	$ (19,797)	$ (2,521)	$ 1,326	$ 2,726	$ (30,744)	$ 1,531
EPS denominator:
Weighted average shares outstanding - basic (in shares)	42,683,990			41,976,865			42,361,816	41,311,366
Effect of dilutive securities (in shares)	0			0			0	17,719
Weighted average shares outstanding - diluted (in shares)	42,683,990			41,976,865			42,361,816	41,329,085
Net (loss) earnings per share:
Basic (in dollars per share)	$ (0.13)			$ (0.06)			$ (0.73)	$ 0.04
Diluted (in dollars per share)	$ (0.13)			$ (0.06)			$ (0.73)	$ 0.04

EARNINGS PER SHARE - Narrative

EARNINGS PER SHARE - Narrative (Details) - shares	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
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)	2,986,552	1,937,099	2,986,552	1,937,099
Restricted Stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	257,888	131,470	257,888
Performance Shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)			2,355,880	784,822

ACCUMULATED OTHER COMPREHENSI_3

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (Details) - USD ($) $ in Thousands	3 Months Ended
	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022
AOCI Attributable to Parent, Net of Tax
Beginning balance	$ 255,835	$ 260,545	$ 274,551	$ 329,344	$ 339,974	$ 313,871
Other comprehensive loss before reclassifications	(3,991)	(1,716)	4,416	(13,522)	(14,848)	(2,003)
Amounts reclassified from AOCI	(351)	(11)	(12)	21	17	(224)
Ending balance	247,678	255,835	260,545	315,053	329,344	339,974
Total Accumulated Other Comprehensive Income (Loss)
AOCI Attributable to Parent, Net of Tax
Beginning balance	1,635	3,362	(1,042)	(7,371)	7,460	9,687
Ending balance	(2,707)	1,635	3,362	(20,872)	(7,371)	7,460
Net Currency Translation Gains (Losses)
AOCI Attributable to Parent, Net of Tax
Beginning balance	(2,666)	(295)	(4,711)	(8,093)	6,755	8,758
Other comprehensive loss before reclassifications	(5,140)	(2,371)	4,416	(13,522)	(14,848)	(2,003)
Amounts reclassified from AOCI	0	0	0	0	0	0
Ending balance	(7,806)	(2,666)	(295)	(21,615)	(8,093)	6,755
Funded Status of Benefit Plans
AOCI Attributable to Parent, Net of Tax
Beginning balance	3,646	3,657	3,669	722	705	929
Other comprehensive loss before reclassifications	0	0	0	0	0	0
Amounts reclassified from AOCI	(12)	(11)	(12)	21	17	(224)
Ending balance	3,634	3,646	3,657	743	722	705
Accumulated Gain (Loss), Net, Cash Flow Hedge, Parent
AOCI Attributable to Parent, Net of Tax
Beginning balance	655	0	0	0	0	0
Other comprehensive loss before reclassifications	1,149	655	0	0	0	0
Amounts reclassified from AOCI	(339)	0	0	0	0	0
Ending balance	$ 1,465	$ 655	$ 0	$ 0	$ 0	$ 0

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details) - Related Party - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Related Party Transaction [Line Items]
Amount expensed for warehouse space	$ 0.1	$ 0.2	$ 0.5	$ 0.7
Accounts payable	$ 0.1		$ 0.1		$ 0.1
WS Services
Related Party Transaction [Line Items]
Interest in partnership (as a percent)	50%		50%
WS Services | Other Assets
Related Party Transaction [Line Items]
Equity method investments	$ 0.7		$ 0.7		$ 0.7

BUSINESS SEGMENTS - Narrative (

BUSINESS SEGMENTS - Narrative (Details)	9 Months Ended
	Sep. 30, 2023 segment
Segment Reporting [Abstract]
Number of reportable segments	2

BUSINESS SEGMENTS - Schedule of

BUSINESS SEGMENTS - Schedule of Selected Financial Information Relating to the Business' Reportable Segments (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Segment Reporting Information [Line Items]
Product revenues, net	$ 134,430	$ 135,280	$ 399,749	$ 399,375
Operating income	6,661	6,822	12,711	21,577
Operating Segments
Segment Reporting Information [Line Items]
Operating income	15,650	12,805	34,809	41,692
Corporate
Segment Reporting Information [Line Items]
Operating income	(8,989)	(5,983)	(22,098)	(20,115)
Branded CPG | Operating Segments
Segment Reporting Information [Line Items]
Product revenues, net	103,270	105,373	307,581	313,207
Operating income	7,202	5,518	7,820	17,555
Flavors & Ingredients | Operating Segments
Segment Reporting Information [Line Items]
Product revenues, net	31,160	29,907	92,168	86,168
Operating income	$ 8,448	$ 7,287	$ 26,989	$ 24,137

BUSINESS SEGMENTS - Disaggregat

BUSINESS SEGMENTS - Disaggregated Revenue Information (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Segment Reporting Information [Line Items]
Product revenues, net	$ 134,430	$ 135,280	$ 399,749	$ 399,375
Branded CPG | North America
Segment Reporting Information [Line Items]
Product revenues, net	73,785	75,823	217,146	220,071
Branded CPG | Europe
Segment Reporting Information [Line Items]
Product revenues, net	17,326	15,223	52,986	51,479
Branded CPG | India, Middle East and Africa
Segment Reporting Information [Line Items]
Product revenues, net	2,925	4,526	10,064	13,007
Branded CPG | Asia-Pacific
Segment Reporting Information [Line Items]
Product revenues, net	5,207	5,607	16,519	17,650
Branded CPG | Latin America
Segment Reporting Information [Line Items]
Product revenues, net	$ 4,027	$ 4,194	$ 10,866	$ 11,000