COVER PAGE
COVER PAGE - shares | 3 Months Ended | |
Mar. 31, 2024 | May 08, 2024 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 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 | 43,197,338 | |
Entity Central Index Key | 0001753706 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q1 | |
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 | Mar. 31, 2024 | Dec. 31, 2023 |
Current Assets | ||
Cash and cash equivalents | $ 23,750 | $ 30,513 |
Accounts receivable (net of allowances of $1,281 and $1,460, respectively) | 70,067 | 74,012 |
Inventories | 218,040 | 209,271 |
Prepaid expenses and other current assets | 7,502 | 6,429 |
Total current assets | 319,359 | 320,225 |
Property, Plant and Equipment, net | 53,887 | 54,937 |
Other Assets | ||
Operating lease right-of-use assets | 25,218 | 19,223 |
Goodwill | 186,479 | 193,610 |
Other intangible assets, net | 222,821 | 229,936 |
Deferred tax assets, net | 509 | 500 |
Other assets | 7,362 | 7,266 |
Total Assets | 815,635 | 825,697 |
Current Liabilities | ||
Accounts payable | 58,592 | 55,662 |
Accrued expenses and other current liabilities | 25,949 | 32,173 |
Current portion of operating lease liabilities | 7,273 | 7,370 |
Current portion of long-term debt | 3,750 | 3,750 |
Total current liabilities | 95,564 | 98,955 |
Non-Current Liabilities | ||
Long-term debt | 422,379 | 417,929 |
Deferred tax liabilities, net | 32,021 | 31,579 |
Operating lease liabilities, less current portion | 20,133 | 14,336 |
Other liabilities | 11,551 | 11,208 |
Total Liabilities | 581,648 | 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 March 31, 2024 and December 31, 2023 | 0 | 0 |
Common stock, $0.0001 par value; 220,000,000 shares authorized; 43,058,541 and 42,853,468 shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively | 4 | 4 |
Additional paid-in capital | 367,026 | 365,721 |
Accumulated deficit | (132,680) | (123,284) |
Accumulated other comprehensive (loss) income | (363) | 9,249 |
Total stockholders’ equity | 233,987 | 251,690 |
Total Liabilities and Stockholders’ Equity | $ 815,635 | $ 825,697 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Current Assets | ||
Accounts receivable, allowances | $ 1,281 | $ 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) | 43,058,541 | 42,853,468 |
Beginning balance (in shares) | 43,058,541 | 42,853,468 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Statement [Abstract] | ||
Product revenues, net | $ 129,500 | $ 132,417 |
Cost of goods sold | 92,193 | 100,076 |
Gross profit | 37,307 | 32,341 |
Selling, general and administrative expenses | 29,494 | 24,689 |
Amortization of intangible assets | 4,688 | 4,651 |
Operating income | 3,125 | 3,001 |
Interest expense, net | (10,859) | (10,704) |
Other income (expense), net | 230 | (629) |
Loss before income taxes | (7,504) | (8,332) |
Provision for income taxes | 1,892 | 11,465 |
Net loss | $ (9,396) | $ (19,797) |
Net loss per share: | ||
Basic (in dollars per share) | $ (0.22) | $ (0.47) |
Diluted (in dollars per share) | $ (0.22) | $ (0.47) |
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 | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Statement of Comprehensive Income [Abstract] | ||
Net loss | $ (9,396) | $ (19,797) |
Other comprehensive income (loss), net of tax: | ||
Net change in pension benefit obligations recognized, net of taxes of $(3) and $(4), respectively | (10) | (12) |
Unrealized gains and losses on cash flow hedges, net of taxes of $615 and $0, respectively | 1,777 | 0 |
Gains and losses on cash flow hedges reclassified to net income, net of taxes of $(128), and $0, respectively | (371) | 0 |
Foreign currency translation adjustments | (11,008) | 4,416 |
Total other comprehensive income (loss), net of tax | (9,612) | 4,404 |
Comprehensive loss | $ (19,008) | $ (15,393) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Comprehensive Income (Loss) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Statement of Comprehensive Income [Abstract] | ||
Net change in pension benefit obligations recognized, tax | $ (3) | $ (4) |
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), before Reclassification, Tax | 615 | 0 |
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), Reclassification, Tax | $ 128 | $ 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, 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 | (19,797) | (19,797) | |||
Other comprehensive loss, 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, 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 | 43,058,541 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Operating activities | ||
Net loss | $ (9,396) | $ (19,797) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Stock-based compensation | 2,024 | 1,792 |
Depreciation | 1,642 | 1,690 |
Amortization of intangible assets | 4,688 | 4,651 |
Deferred income taxes | 492 | (124) |
Amortization of debt issuance costs and original issue discount | 587 | 522 |
Change in fair value of warrant liabilities | (2) | (154) |
Changes in current assets and liabilities: | ||
Accounts receivable | 2,430 | 706 |
Inventories | (9,626) | 1,579 |
Prepaid expenses and other current assets | (1,416) | (740) |
Accounts payable, accrued liabilities and income taxes | (1,184) | 14,084 |
Other, net | 197 | (142) |
Net cash (used in) provided by operating activities | (9,564) | 4,067 |
Investing activities | ||
Capital expenditures | (1,085) | (1,556) |
Proceeds from Sale of Equity Method Investments | 200 | 0 |
Net cash used in investing activities | (885) | (1,556) |
Financing activities | ||
Proceeds from revolving credit facility | 11,000 | 0 |
Repayments of revolving credit facility | (6,000) | (4,000) |
Repayments of long-term borrowings | (938) | (938) |
Tax withholdings related to net share settlements of stock awards | (463) | (405) |
Net cash provided by (used in) financing activities | 3,599 | (5,343) |
Effect of exchange rate changes on cash and cash equivalents | 87 | 788 |
Net change in cash and cash equivalents | (6,763) | (2,044) |
Cash and cash equivalents, beginning of period | 30,513 | 28,676 |
Cash and cash equivalents, end of period | 23,750 | 26,632 |
Supplemental disclosure of cash flow information | ||
Interest paid | 10,364 | 10,284 |
Taxes paid, net of refunds | $ 1,212 | $ 3,228 |
BASIS OF PRESENTATION AND SIGNI
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 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 March 31, 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. |
MERGER
MERGER | 3 Months Ended |
Mar. 31, 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 second 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 D. 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, see the preliminary proxy statement, as amended, initially filed by the Company with the Securities and Exchange Commission on March 15, 2024. |
INVENTORIES
INVENTORIES | 3 Months Ended |
Mar. 31, 2024 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | NOTE 3: INVENTORIES Inventories consisted of the following (in thousands): March 31, 2024 December 31, 2023 Raw materials and supplies $ 122,308 $ 125,421 Work in process 1,576 1,505 Finished goods 94,156 82,345 Total inventories $ 218,040 $ 209,271 |
GOODWILL AND OTHER INTANGIBLE A
GOODWILL AND OTHER INTANGIBLE ASSETS | 3 Months Ended |
Mar. 31, 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): March 31, 2024 December 31, 2023 Gross Accumulated Net Gross Accumulated Net Other intangible assets subject to amortization Customer relationships (useful life of 5 to 10 years) $ 105,356 $ (40,923) $ 64,433 $ 105,616 $ (38,074) $ 67,542 Tradenames (useful life of 25 years) 171,829 (24,141) 147,688 174,495 (22,801) 151,694 Total $ 277,185 $ (65,064) 212,121 $ 280,111 $ (60,875) 219,236 Other intangible assets not subject to amortization Product formulations 10,700 10,700 Total other intangible assets, net 222,821 229,936 Goodwill 186,479 193,610 Total goodwill and other intangible assets $ 409,300 $ 423,546 At March 31, 2024 and December 31, 2023, goodwill at Branded CPG was $182.8 million and $190.0 million, respectively. At March 31, 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 for both the three months ended March 31, 2024 and 2023. Amortization expense relating to amortizable intangible assets as of March 31, 2024 for the next five years is expected to be as follows (in thousands): Remainder of 2024 $ 14,051 2025 18,488 2026 18,256 2027 17,044 2028 15,056 2029 14,260 |
DEBT
DEBT | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
DEBT | NOTE 5: DEBT Debt consisted of the following (in thousands): March 31, 2024 December 31, 2023 Term loan, due 2028 $ 363,750 $ 364,688 Revolving credit facility, due 2026 69,000 64,000 Less: current portion (3,750) (3,750) Less: unamortized discount and debt issuance costs (6,621) (7,009) Total long-term debt $ 422,379 $ 417,929 Loan Agreement —At both March 31, 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 March 31, 2024 and December 31, 2023, term loan borrowings were $357.1 million and $357.7 million, respectively, net of unamortized discount and debt issuance costs of $6.6 million and $7.0 million, respectively. There were $69.0 million and $64.0 million of borrowings under the revolving credit facility as of March 31, 2024 and December 31, 2023, respectively. Additionally, as of March 31, 2024 and December 31, 2023, the Company’s unamortized debt issuance costs related to the revolving credit facility were $1.5 million and $1.7 million, respectively, which are included in other assets in the condensed consolidated balance sheet. As of both March 31, 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 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 | 3 Months Ended |
Mar. 31, 2024 | |
Other Liabilities [Abstract] | |
WARRANTS | NOTE 6: WARRANTS |
FAIR VALUE OF FINANCIAL INSTRUM
FAIR VALUE OF FINANCIAL INSTRUMENTS | 3 Months Ended |
Mar. 31, 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 March 31, 2024, both the estimated fair value and cost basis of the investment fund was $2.0 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 March 31, 2024, the estimated fair value of the term loan was $364.2 million as compared to a carrying value of $357.1 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 March 31, 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 months ended March 31, 2024. As of March 31, 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 $0.9 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 were reclassified to net income in the three months ended March 31, 2024. As of March 31, 2024, the Company expects approximately $1.2 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. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 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. |
INCOME TAXES
INCOME TAXES | 3 Months Ended |
Mar. 31, 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 three months ended March 31, 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 months ended March 31, 2024. The Company’s income tax provision was $1.9 million for the three months ended March 31, 2024. The effective tax rate for the three months ended March 31, 2024 was (25.2%) on a pre-tax loss of $7.5 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 $11.5 million for the three months ended March 31, 2023, which includes a discrete tax provision of $1.0 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 March 31, 2023 was an income tax provision of (137.6%) on a pre-tax loss of $8.3 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 (“GILTI”) recorded during the period, and the discrete tax provision described above. At both March 31, 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. |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 3 Months Ended |
Mar. 31, 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 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 months ended March 31, 2024 and 2023 was $2.0 million and $1.8 million, respectively. A summary of activity and weighted average fair values related to the RSUs is as follows: Three Months Ended March 31, 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 (118,703) 9.14 Forfeited (12,593) 2.36 Outstanding and nonvested at March 31, 2024 2,012,329 $ 2.85 A summary of activity and weighted average fair values related to the RSAs is as follows: Three Months Ended March 31, 2024 Shares Weighted Average Grant Date Fair Value (per share) Outstanding at December 31, 2023 214,556 $ 5.06 Outstanding and nonvested at March 31, 2024 214,556 $ 5.06 A summary of activity and weighted average fair values related to the PSUs is as follows: Three Months Ended March 31, 2024 Shares Weighted Average Grant Date Fair Value (per share) Outstanding at December 31, 2023 1,530,360 $ 4.21 Vested (181,576) 3.95 Forfeited (20,171) 3.75 Outstanding and nonvested at March 31, 2024 1,328,613 $ 3.17 As of March 31, 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 $ 5,981 1.26 The nonvested awards excludes unvested PSUs that are deemed not probable of vesting constituting $2.2 million of unrecognized compensation expense at March 31, 2024. |
EARNINGS PER SHARE
EARNINGS PER SHARE | 3 Months Ended |
Mar. 31, 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 March 31, 2024 March 31, 2023 EPS numerator: Net (loss) income attributable to common shareholders $ (9,396) $ (19,797) EPS denominator: Weighted average shares outstanding - basic 42,884,373 42,054,904 Effect of dilutive securities — — Weighted average shares outstanding - diluted 42,884,373 42,054,904 Net (loss) earnings per share: Basic $ (0.22) $ (0.47) Diluted $ (0.22) $ (0.47) |
ACCUMULATED OTHER COMPREHENSIVE
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) | 3 Months Ended |
Mar. 31, 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 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 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) |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 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 months ended March 31, 2023, the Company expensed $0.2 million 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. |
BUSINESS SEGMENTS
BUSINESS SEGMENTS | 3 Months Ended |
Mar. 31, 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 March 31, 2024 March 31, 2023 Product revenues, net Branded CPG $ 98,453 $ 102,010 Flavors & Ingredients 31,047 30,407 Total product revenues, net $ 129,500 $ 132,417 Operating income Branded CPG $ 4,983 $ (843) Flavors & Ingredients 8,590 9,536 13,573 8,693 Corporate (10,448) (5,692) Total operating income $ 3,125 $ 3,001 The following table presents disaggregated revenue information for the Company (in thousands): Three Months Ended March 31, 2024 March 31, 2023 Branded CPG: North America $ 72,739 $ 74,054 Europe 14,788 15,969 India, Middle East and Africa 2,612 3,153 Asia-Pacific 4,809 5,815 Latin America 3,505 3,019 Flavors & Ingredients 31,047 30,407 Total product revenues, net $ 129,500 $ 132,417 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Pay vs Performance Disclosure | ||
Net loss | $ (9,396) | $ (19,797) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Mar. 31, 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 |
BASIS OF PRESENTATION AND SIG_2
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 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. |
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. |
INVENTORIES (Tables)
INVENTORIES (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Inventory Disclosure [Abstract] | |
Summary of Inventories | Inventories consisted of the following (in thousands): March 31, 2024 December 31, 2023 Raw materials and supplies $ 122,308 $ 125,421 Work in process 1,576 1,505 Finished goods 94,156 82,345 Total inventories $ 218,040 $ 209,271 |
GOODWILL AND OTHER INTANGIBLE_2
GOODWILL AND OTHER INTANGIBLE ASSETS (Tables) | 3 Months Ended |
Mar. 31, 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): March 31, 2024 December 31, 2023 Gross Accumulated Net Gross Accumulated Net Other intangible assets subject to amortization Customer relationships (useful life of 5 to 10 years) $ 105,356 $ (40,923) $ 64,433 $ 105,616 $ (38,074) $ 67,542 Tradenames (useful life of 25 years) 171,829 (24,141) 147,688 174,495 (22,801) 151,694 Total $ 277,185 $ (65,064) 212,121 $ 280,111 $ (60,875) 219,236 Other intangible assets not subject to amortization Product formulations 10,700 10,700 Total other intangible assets, net 222,821 229,936 Goodwill 186,479 193,610 Total goodwill and other intangible assets $ 409,300 $ 423,546 |
Schedule of Amortization Expense | Amortization expense relating to amortizable intangible assets as of March 31, 2024 for the next five years is expected to be as follows (in thousands): Remainder of 2024 $ 14,051 2025 18,488 2026 18,256 2027 17,044 2028 15,056 2029 14,260 |
DEBT (Tables)
DEBT (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Schedule of Components of Debt | Debt consisted of the following (in thousands): March 31, 2024 December 31, 2023 Term loan, due 2028 $ 363,750 $ 364,688 Revolving credit facility, due 2026 69,000 64,000 Less: current portion (3,750) (3,750) Less: unamortized discount and debt issuance costs (6,621) (7,009) Total long-term debt $ 422,379 $ 417,929 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 3 Months Ended |
Mar. 31, 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: Three Months Ended March 31, 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 (118,703) 9.14 Forfeited (12,593) 2.36 Outstanding and nonvested at March 31, 2024 2,012,329 $ 2.85 A summary of activity and weighted average fair values related to the RSAs is as follows: Three Months Ended March 31, 2024 Shares Weighted Average Grant Date Fair Value (per share) Outstanding at December 31, 2023 214,556 $ 5.06 Outstanding and nonvested at March 31, 2024 214,556 $ 5.06 A summary of activity and weighted average fair values related to the PSUs is as follows: Three Months Ended March 31, 2024 Shares Weighted Average Grant Date Fair Value (per share) Outstanding at December 31, 2023 1,530,360 $ 4.21 Vested (181,576) 3.95 Forfeited (20,171) 3.75 Outstanding and nonvested at March 31, 2024 1,328,613 $ 3.17 |
Schedule of Unrecognized Compensation Cost on Nonvested Awards | As of March 31, 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 $ 5,981 1.26 |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 3 Months Ended |
Mar. 31, 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 March 31, 2024 March 31, 2023 EPS numerator: Net (loss) income attributable to common shareholders $ (9,396) $ (19,797) EPS denominator: Weighted average shares outstanding - basic 42,884,373 42,054,904 Effect of dilutive securities — — Weighted average shares outstanding - diluted 42,884,373 42,054,904 Net (loss) earnings per share: Basic $ (0.22) $ (0.47) Diluted $ (0.22) $ (0.47) |
ACCUMULATED OTHER COMPREHENSI_2
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (Tables) | 3 Months Ended |
Mar. 31, 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 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 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) |
BUSINESS SEGMENTS (Tables)
BUSINESS SEGMENTS (Tables) | 3 Months Ended |
Mar. 31, 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 March 31, 2024 March 31, 2023 Product revenues, net Branded CPG $ 98,453 $ 102,010 Flavors & Ingredients 31,047 30,407 Total product revenues, net $ 129,500 $ 132,417 Operating income Branded CPG $ 4,983 $ (843) Flavors & Ingredients 8,590 9,536 13,573 8,693 Corporate (10,448) (5,692) Total operating income $ 3,125 $ 3,001 |
Summary of Disaggregated Revenue Information | The following table presents disaggregated revenue information for the Company (in thousands): Three Months Ended March 31, 2024 March 31, 2023 Branded CPG: North America $ 72,739 $ 74,054 Europe 14,788 15,969 India, Middle East and Africa 2,612 3,153 Asia-Pacific 4,809 5,815 Latin America 3,505 3,019 Flavors & Ingredients 31,047 30,407 Total product revenues, net $ 129,500 $ 132,417 |
BASIS OF PRESENTATION AND SIG_3
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Jun. 25, 2020 | Mar. 31, 2024 | Mar. 31, 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 | $ (2) | $ (154) | |
Common Stock | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Shares issued (in shares) | 7,500,000 |
MERGER - Narrative (Details)
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 |
INVENTORIES - Summary of Invent
INVENTORIES - Summary of Inventories (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Inventory Disclosure [Abstract] | ||
Raw materials and supplies | $ 122,308 | $ 125,421 |
Work in process | 1,576 | 1,505 |
Finished goods | 94,156 | 82,345 |
Total inventories | $ 218,040 | $ 209,271 |
GOODWILL AND OTHER INTANGIBLE_3
GOODWILL AND OTHER INTANGIBLE ASSETS - Components of Goodwill and Other Intangible Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
GOODWILL AND OTHER INTANGIBLE ASSETS | ||
Other intangible assets subject to amortization, gross amount | $ 277,185 | $ 280,111 |
Other intangible assets subject to amortization, accumulated amortization | (65,064) | (60,875) |
Other intangible assets subject to amortization, net amount | 212,121 | 219,236 |
Total other intangible assets, net | 222,821 | 229,936 |
Goodwill | 186,479 | 193,610 |
Total goodwill and other intangible assets | 409,300 | 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 | 105,356 | 105,616 |
Other intangible assets subject to amortization, accumulated amortization | (40,923) | (38,074) |
Other intangible assets subject to amortization, net amount | $ 64,433 | 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 | $ 171,829 | 174,495 |
Other intangible assets subject to amortization, accumulated amortization | (24,141) | (22,801) |
Other intangible assets subject to amortization, net amount | $ 147,688 | $ 151,694 |
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 | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Goodwill [Line Items] | |||
Goodwill | $ 186,479 | $ 193,610 | |
Amortization of intangible assets | 4,688 | $ 4,651 | |
Branded CPG | |||
Goodwill [Line Items] | |||
Goodwill | 182,800 | 190,000 | |
Flavors & Ingredients | |||
Goodwill [Line Items] | |||
Goodwill | $ 3,600 | $ 3,700 |
GOODWILL AND OTHER INTANGIBLE_5
GOODWILL AND OTHER INTANGIBLE ASSETS - Amortization Expense (Details) $ in Thousands | Mar. 31, 2024 USD ($) |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |
Remainder of 2022 | $ 14,051 |
2023 | 18,488 |
2024 | 18,256 |
2025 | 17,044 |
2026 | 15,056 |
2027 | $ 14,260 |
DEBT - Components of Debt (Deta
DEBT - Components of Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Debt Instrument [Line Items] | ||
Less: current portion | $ (3,750) | $ (3,750) |
Less: unamortized discount and debt issuance costs | (6,621) | (7,009) |
Long-term debt | 422,379 | 417,929 |
Secured Debt | Senior secured first lien term loan facility | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 363,750 | 364,688 |
First lien revolving loan facility | First Lien Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | $ 69,000 | $ 64,000 |
DEBT - Narrative (Details)
DEBT - Narrative (Details) | 3 Months Ended | 9 Months Ended | ||||
Jun. 15, 2022 USD ($) | Mar. 31, 2025 | Mar. 31, 2024 USD ($) | Dec. 31, 2023 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% | |||||
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 | 6,600,000 | 7,000,000 | ||||
Long-term debt | 357,100,000 | 357,700,000 | ||||
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 | ||||
Issuance costs capitalized | 1,700,000 | |||||
Long-term line of credit | 69,000,000 | 64,000,000 | ||||
First lien revolving loan facility | Amended Revolving Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Maximum borrowing capacity | $ 125,000,000 | |||||
Outstanding letter of credit | 3,300,000 | $ 3,300,000 | ||||
Debt issuance costs | $ 1,500,000 | |||||
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 | 0.005 | ||||
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 | |||||
Consolidated total leverage ratio, maximum | 0.055 |
WARRANTS (Details)
WARRANTS (Details) - $ / shares | 3 Months Ended | |||
Mar. 31, 2024 | Mar. 31, 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 |
FAIR VALUE OF FINANCIAL INSTR_2
FAIR VALUE OF FINANCIAL INSTRUMENTS - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2024 | Dec. 31, 2023 | Jun. 09, 2023 | |
Debt Instrument [Line Items] | |||
Realized gains recognized in interest expense | $ 0.4 | ||
Amount reclassified out of other comprehensive income (loss) | 1.2 | ||
Interest Rate Swap | |||
Debt Instrument [Line Items] | |||
Derivative, notional amount | $ 183.3 | ||
Derivative, fair value | 0.9 | ||
Investment Fund | |||
Debt Instrument [Line Items] | |||
Investment fund, estimated fair value | 2 | $ 2.2 | |
Investment fund, cost basis | 2 | 2.2 | |
Senior secured first lien term loan facility | Secured Debt | |||
Debt Instrument [Line Items] | |||
Long-term debt, fair value | 364.2 | 317.3 | |
Long-term debt | $ 357.1 | $ 357.7 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |||
Provision for income taxes | $ 1,892 | $ 11,465 | |
Income tax (benefit) provision (as a percent) | 25.20% | (137.60%) | |
Pretax income (loss) | $ (7,504) | $ (8,332) | |
Tax provision related to federal and state tax return | $ 1,000 | ||
Uncertain tax position liability | $ 200 | $ 200 |
STOCK-BASED COMPENSATION - Narr
STOCK-BASED COMPENSATION - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | ||||
Jun. 08, 2023 | Mar. 31, 2024 | Mar. 31, 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 | |||
Stock compensation expense | $ 2,000 | $ 1,800 | |||
Unrecognized Compensation Cost | $ 5,981 | ||||
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 | |||
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) | 2,012,329 | 1,162,688 | |||
Restricted Stock | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 214,556 | 131,470 | |||
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 | ||||
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) | 3 Months Ended |
Mar. 31, 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 | (118,703) |
Forfeited (in shares) | shares | (12,593) |
Ending balance, outstanding and nonvested (in shares) | shares | 2,012,329 |
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 | 9.14 |
Forfeited (in dollars per share) | $ / shares | 2.36 |
Ending balance, outstanding and nonvested (in dollars per share) | $ / shares | $ 2.85 |
Restricted Stock | |
Shares | |
Beginning balance, outstanding (in shares) | shares | 214,556 |
Ending balance, outstanding and nonvested (in shares) | shares | 214,556 |
Weighted Average Grant Date Fair Value (per share) | |
Beginning balance, outstanding (in dollars per share) | $ / shares | $ 5.06 |
Ending balance, outstanding and nonvested (in dollars per share) | $ / shares | $ 5.06 |
Performance Shares | |
Shares | |
Beginning balance, outstanding (in shares) | shares | 1,530,360 |
Vested (in shares) | shares | (181,576) |
Forfeited (in shares) | shares | (20,171) |
Ending balance, outstanding and nonvested (in shares) | shares | 1,328,613 |
Weighted Average Grant Date Fair Value (per share) | |
Beginning balance, outstanding (in dollars per share) | $ / shares | $ 4.21 |
Vested (in dollars per share) | $ / shares | 3.95 |
Forfeited (in dollars per share) | $ / shares | 3.75 |
Ending balance, outstanding and nonvested (in dollars per share) | $ / shares | $ 3.17 |
STOCK-BASED COMPENSATION - Unre
STOCK-BASED COMPENSATION - Unrecognized Compensation Cost on Nonvested Awards (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Share-Based Payment Arrangement [Abstract] | |
Unrecognized Compensation Cost | $ 5,981 |
Weighted Avg. Remaining Recognition Period (in years) | 1 year 3 months 3 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 | |
Mar. 31, 2024 | Mar. 31, 2023 | |
EPS numerator: | ||
Net (loss) income attributable to common shareholders | $ (9,396) | $ (19,797) |
EPS denominator: | ||
Weighted average shares outstanding - basic (in shares) | 42,884,373 | 42,054,904 |
Effect of dilutive securities (in shares) | 0 | 0 |
Weighted average shares outstanding - diluted (in shares) | 42,884,373 | 42,054,904 |
Net (loss) earnings per share: | ||
Basic (in dollars per share) | $ (0.22) | $ (0.47) |
Diluted (in dollars per share) | $ (0.22) | $ (0.47) |
EARNINGS PER SHARE - Narrative
EARNINGS PER SHARE - Narrative (Details) - shares | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 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 |
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) | 2,012,329 | 1,162,688 |
Restricted Stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 214,556 | 131,470 |
Performance Shares | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 1,328,613 | 629,305 |
ACCUMULATED OTHER COMPREHENSI_3
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
AOCI Attributable to Parent, Net of Tax | ||
Beginning balance | $ 251,690 | $ 274,551 |
Other comprehensive loss before reclassifications | (9,231) | 4,416 |
Amounts reclassified from AOCI | (381) | (12) |
Ending balance | 233,987 | 260,545 |
Total Accumulated Other Comprehensive Income (Loss) | ||
AOCI Attributable to Parent, Net of Tax | ||
Beginning balance | 9,249 | (1,042) |
Ending balance | (363) | 3,362 |
Net Currency Translation Gains (Losses) | ||
AOCI Attributable to Parent, Net of Tax | ||
Beginning balance | 7,076 | (4,711) |
Other comprehensive loss before reclassifications | (11,008) | 4,416 |
Amounts reclassified from AOCI | 0 | 0 |
Ending balance | (3,932) | (295) |
Funded Status of Benefit Plans | ||
AOCI Attributable to Parent, Net of Tax | ||
Beginning balance | 2,921 | 3,669 |
Other comprehensive loss before reclassifications | 0 | 0 |
Amounts reclassified from AOCI | (10) | (12) |
Ending balance | 2,911 | 3,657 |
Accumulated Gain (Loss), Net, Cash Flow Hedge, Parent | ||
AOCI Attributable to Parent, Net of Tax | ||
Beginning balance | (748) | 0 |
Other comprehensive loss before reclassifications | 1,777 | 0 |
Amounts reclassified from AOCI | (371) | 0 |
Ending balance | $ 658 | $ 0 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2024 | Dec. 31, 2023 | |
Related Party | |||
Related Party Transaction [Line Items] | |||
Amount expensed for warehouse space | $ 0.2 | ||
Accounts payable | $ 0.1 | ||
Related Party | WS Services | |||
Related Party Transaction [Line Items] | |||
Interest in partnership (as a percent) | 50% | ||
Limited Liability Company | WS Services | Promissory Note | |||
Related Party Transaction [Line Items] | |||
Long-term debt | $ 0.2 |
BUSINESS SEGMENTS - Narrative (
BUSINESS SEGMENTS - Narrative (Details) | 3 Months Ended |
Mar. 31, 2024 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 | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Segment Reporting Information [Line Items] | ||
Product revenues, net | $ 129,500 | $ 132,417 |
Operating income | 3,125 | 3,001 |
Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Operating income | 13,573 | 8,693 |
Corporate | ||
Segment Reporting Information [Line Items] | ||
Operating income | (10,448) | (5,692) |
Branded CPG | Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Product revenues, net | 98,453 | 102,010 |
Operating income | 4,983 | (843) |
Flavors & Ingredients | Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Product revenues, net | 31,047 | 30,407 |
Operating income | $ 8,590 | $ 9,536 |
BUSINESS SEGMENTS - Disaggregat
BUSINESS SEGMENTS - Disaggregated Revenue Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Segment Reporting Information [Line Items] | ||
Product revenues, net | $ 129,500 | $ 132,417 |
Branded CPG | North America | ||
Segment Reporting Information [Line Items] | ||
Product revenues, net | 72,739 | 74,054 |
Branded CPG | Europe | ||
Segment Reporting Information [Line Items] | ||
Product revenues, net | 14,788 | 15,969 |
Branded CPG | India, Middle East and Africa | ||
Segment Reporting Information [Line Items] | ||
Product revenues, net | 2,612 | 3,153 |
Branded CPG | Asia-Pacific | ||
Segment Reporting Information [Line Items] | ||
Product revenues, net | 4,809 | 5,815 |
Branded CPG | Latin America | ||
Segment Reporting Information [Line Items] | ||
Product revenues, net | $ 3,505 | $ 3,019 |