GlobeNewswire Inc | Nov 9, 2021 07:30AM EST

November 09, 2021

Reported Third Quarter Consolidated Revenue Growth of 92.4%, Including Strategic Acquisitions

Third Quarter Organic Constant Currency Revenue Growth of 6.1% Including Acquisitions in Both Periods

Third Quarter Branded CPG Proforma Organic Constant Currency Revenue Growth of 7.6% vs 2020 and 14.3% on a Two-year Stacked Basis (versus Third Quarter 2019)Largely Due to Strong Volume

Third Quarter Operating Income of $13.5 Million and Record Adjusted EBITDA of $22.1 Million

CHICAGO, Nov. 09, 2021 (GLOBE NEWSWIRE) -- Whole Earth Brands, Inc. (the Company or we or our) (Nasdaq: FREE), a global food company enabling healthier lifestyles byproviding access to premium plant-based sweeteners, flavor enhancers and other foods through a diverse portfolio of trusted brands and delicious products, today announced its financial results for its third quarter ended September 30, 2021. The Company also reiterated fiscal year 2021 guidance.

Irwin D. Simon, Executive Chairman, stated, I am enthusiastic about the opportunity that lies ahead for Whole Earth Brands as we continue to outperform our benchmark categories globally, and bring new innovation to underserved categories. Responding to strong demand, our team is energized going into 2022, as we drive gains across all sales channels, including retail, e-commerce and foodservice, and leverage our diversified brand portfolio to provide consumers with natural, better-for-you product choices. I look forward to working with the team towards building a large, organic, natural, plant-based food company as I have done in the past.

Albert Manzone, Chief Executive Officer, commented, Our Power of One strategy to enhance our shelf presence and drive greater visibility with retail customers is working. Our ability to bring new innovations to market across the sweetener and baking categories is central to our success in redefining the assortment with better-for-you alternatives. We are seeing the distribution gains that we have been building towards, and see this momentum continuing through the balance of 2021 and into next year. Further, we are also driving penetration and trial with consumers, which is visible in our third quarter results where we drove Branded CPG segment proforma organic constant currency revenue growth of 7.6%. While our sales performance is strong, the current disruptions across global supply chains has highlighted the importance of our previously announced supply chain reinvention project to help mitigate volatility, protect margin and create opportunities to drive greater efficiencies over the long-term.

THIRD QUARTER 2021 HIGHLIGHTS

The Companys reported consolidated financials reflect the completed acquisitions of Swerve on November 10, 2020 and Wholesome on February 5, 2021 from those respective dates. Proforma comparisons include the impact of these acquisitions for both the current and prior year periods.

-- Consolidated product revenues were $128.9 million, an increase of 92.4% on a reported basis, as compared to the prior year third quarter. On a proforma basis, organic constant currency product revenues increased 6.1% compared to the prior year third quarter driven by Branded CPG growth of 7.6%. -- Reported gross profit was $43.0 million, compared to $18.6 million in the prior year third quarter. The increase was largely driven by contributions from the Swerve and Wholesome acquisitions and an $11.5 million favorable change in non-cash purchase accounting adjustments related to inventory revaluations. -- Gross profit margin was 33.4% in the third quarter of 2021, compared to 27.8% in the prior year period. The prior year margin was negatively impacted by purchase accounting adjustments. Adjusted gross profit margin was 33.6%, down from 42.2% in the prior year due primarily to the inclusion of Wholesomes private label business. -- Consolidated operating income was $13.5 million compared to $1.1 million in the prior year and consolidated net income was $8.8 million in the third quarter of 2021 compared to a net loss of $2.8 million in the prior year period. -- Consolidated Adjusted EBITDA of $22.1 million increased 34.1% driven by contributions from the Swerve and Wholesome acquisitions and revenue growth, partially offset by higher bonus expense compared to 2020.

SEGMENT RESULTS

Branded CPG SegmentBranded CPG segment product revenues increased $61.7 million, or 150.4%, to $102.7 million for the third quarter of 2021, compared to $41.0 million for the same period in the prior year, driven primarily by the addition of Swerve and Wholesome and revenue growth. On a proforma basis, organic constant currency product revenue increased 7.6% compared to the prior year third quarter primarily due to strong volume growth in the Companys natural products portfolio globally. On a two-year stacked basis, when comparing third quarter 2021 to third quarter 2019, Branded CPG segment proforma organic constant currency revenue increased 14.3%.

Operating income was $10.1 million in the third quarter of 2021 compared to operating income of $7.1 million for the same period in the prior year. The increase was driven by contributions from the acquired Swerve and Wholesome businesses, revenue growth, and lower purchase accounting adjustments, partially offset by higher bonus expense, costs associated with our supply chain reinvention project and the inclusion of stock-based compensation expense in 2021.

Flavors & Ingredients SegmentFlavors & Ingredients segment product revenues increased 1.0% to $26.2 million for the third quarter of 2021, compared to $26.0 million for the same period in the prior year primarily due to increases in licorice extracts and the Magnasweet product lines, largely offset by declines in pure derivatives.

Operating income was $9.5 million in the third quarter of 2021, compared to an operating loss of $0.4 million in the prior year period primarily due to an $8.0 million favorable change in purchase accounting adjustments related to inventory revaluations, revenue growth and lower operating costs.

CorporateCorporate expenses for the third quarter of 2021 were $6.1 million, compared to $5.6 million of expenses in the prior year period primarily due to the addition of stock-based compensation in 2021.

YEAR-TO-DATE 2021 HIGHLIGHTS

The Companys consolidated financial results reflect both predecessor and successor periods indicative of the June 25, 2020 business combination date. The year-to-date results discussed below compare the results for the nine months ended September 30, 2021 to the combined nine months ended September 30, 2020, which includes the successor period from June 26, 2020 through September 30, 2020 and the predecessor period from January 1, 2020 through June 25, 2020.

Additionally, the Companys consolidated reported financial results reflect the completed acquisitions of Swerve on November 10, 2020 and Wholesome on February 5, 2021 from those respective dates onwards. Proforma comparisons include the impact of both acquisitions for both the current and prior year-to-date periods.

-- Consolidated product revenues were $361.3 million, an increase of 80.8% compared to the 2020 year-to-date period. On a proforma basis, organic constant currency product revenue increased 2.7%, compared to the prior year. Branded CPG segment product revenues were $283.6 million, an increase of 128.1%, reflecting the acquisitions of Wholesome and Swerve. On a proforma basis, organic constant currency product revenues increased 2.6% compared to the prior year period and grew 12.8% on a two-year stacked basis as compared to the first nine months of 2019.Flavors & Ingredients segment product revenues were $77.7 million, an increase of 2.9% as compared to the prior year period. -- Reported gross profit was $120.0 million, an increase of $48.9 million from $71.1 million in the prior year period, and gross profit margin was 33.2% in the nine months ended September 30, 2021 as compared to 35.6% in the prior year period. Adjusted gross profit margin was 34.7%, down from 41.8% in the prior year period driven primarily by Wholesomes private label business.

-- Consolidated operating income was $16.4 million compared to an operating loss of $37.4 million in the prior year and consolidated net income was $0.5 million for the nine months ended September 30, 2021 compared to a net loss of $37.5 million in the prior year period. -- Consolidated Adjusted EBITDA increased 51.9% to $61.6 million driven by contributions from the acquired Swerve and Wholesome businesses, revenue growth and productivity gains, partially offset by higher bonus expense and public company costs.

BALANCE SHEET

As of September 30, 2021 the Company had cash and cash equivalents of $33.6 million and $384.1 million of long-term debt, net of unamortized debt issuance costs.

OUTLOOK

The Company is reiterating its outlook for full year 2021, which includes the impact of its recent acquisitions of Swerve and Wholesome. The outlook includes expectations for growth on a proforma organic basis and margins for the combined business. The Company defines proforma organic growth to be as if the Company owned both Swerve and Wholesome for the full years 2020 and 2021. The Companys 2021 outlook is as follows:

-- Net Product Revenues: $493 million to $505 million (representing reported growth of greater than 78%, and proforma organic growth of 3% to 5%) -- Adjusted Gross Profit Margin: 34% to 35% of product revenues -- Adjusted EBITDA Margin: Approximately 17% of product revenues -- Adjusted EBITDA: $82 million to $85 million (representing reported growth of greater than 50%, and proforma organic growth of 3% to 5%) -- Capital Expenditures: $10 million to $12 million -- Cash Taxes: $6 million to $8 million

CONFERENCE CALL DETAILS

The Company will host a conference call and webcast to review its third quarter results today, Tuesday, November 9, 2021 at 8:30am EST. The conference call can be accessed live over the phone by dialing (855) 327-6837 or for international callers by dialing (631) 891-4304. A replay of the call will be available until November 23, 2021 by dialing (844) 512-2921 or for international callers by dialing (412) 317-6671; the passcode is 10017000.

The live audio webcast of the conference call will be accessible in the News & Events section on the Company's Investor Relations website at investor.wholeearthbrands.com. An archived replay of the webcast will also be available shortly after the live event has concluded.

About Whole Earth Brands

Whole Earth Brands is a global food company enabling healthier lifestyles and providing access to premium plant-based sweeteners, flavor enhancers and other foods through our diverse portfolio of trusted brands and delicious products, including Whole Earth Sweetener, Wholesome, Swerve, Pure Via, Equal and Canderel. With food playing a central role in peoples health and wellness, Whole Earth Brands innovative product pipeline addresses the growing consumer demand for more dietary options, baking ingredients and taste profiles. Our world-class global distribution network is the largest provider of plant-based sweeteners in more than 100 countries with a vision to expand ourportfolio toresponsibly meet local preferences. We are committed to helping people enjoy lifes everyday moments and the celebrations that bring us together. For more information on how we Open a World ofGoodness, please visit www.WholeEarthBrands.com.

Forward-Looking Statements

This press release contains forward-looking statements (including within the meaning of the Private Securities Litigation Reform Act of 1995) concerning Whole Earth Brands, Inc. and other matters. These statements may discuss goals, intentions and expectations as to future plans, trends, events, results of operations or financial condition, or otherwise, based on current beliefs of management, as well as assumptions made by, and information currently available to, management.

Forward-looking statements may be accompanied by words such as achieve, aim, anticipate, believe, can, continue, could, drive, estimate, expect, forecast, future, guidance, grow, improve, increase, intend, may, outlook, plan, possible, potential, predict, project, should, target, will, would, or similar words, phrases or expressions. Examples of forward-looking statements include, but are not limited to, the statements made by Messrs. Simon and Manzone, and our 2021 guidance. Factors that could cause actual results to differ materially from those in the forward-looking statements include, but are not limited to, the Companys ability to achieve the anticipated benefits of the integration of Wholesome and Swerve in a timely manner or at all; the extent of the impact of the COVID-19 pandemic, including the duration, spread, severity, and any recurrence of the COVID-19 pandemic, the duration and scope of related government orders and restrictions, the impact on our employees, and the extent of the impact of the COVID-19 pandemic on overall demand for the Companys products; local, regional, national, and international economic conditions that have deteriorated as a result of the COVID-19 pandemic, including the risks of a global recession or a recession in one or more of the Companys key markets, and the impact they may have on the Company and its customers and managements assessment of that impact; extensive and evolving government regulations that impact the way the Company operates; and the impact of the COVID-19 pandemic on the Companys suppliers, including disruptions and inefficiencies in the supply chain.

These forward-looking statements are subject to risks, uncertainties and other factors, many of which are outside of the Companys control, which could cause actual results to differ materially from the results contemplated by the forward-looking statements. These statements are subject to the risks and uncertainties indicated from time to time in the documents the Company files (or furnishes) with the U.S. Securities and Exchange Commission.

You are cautioned not to place undue reliance upon any forward-looking statements, which are based only on information currently available to the Company and speak only as of the date made. The Company undertakes no commitment to publicly update or revise the forward-looking statements, whether written or oral that may be made from time to time, whether as a result of new information, future events or otherwise, except as required by law.

Contacts:

Investor Relations Contact:Whole Earth Brands312-840-5001investor@wholeearthbrands.com

ICRJeff Sonnek646-277-1263jeff.sonnek@icrinc.com

Media Relations Contact:Wyecomm Larry Larsen312 497 0655larry.larsen@wyecomm.com

Whole Earth Brands, Inc. Reconciliation of GAAP and Non-GAAP Financial Measures (Unaudited)

The Company reports its financial results in accordance with accounting principles generally accepted in the United States (GAAP). However, management believes that also presenting certain non-GAAP financial measures provides additional information to facilitate the comparison of the Companys historical operating results and trends in its underlying operating results, and provides additional transparency on how the Company evaluates its business. Management uses these non-GAAP financial measures in making financial, operating and planning decisions and in evaluating the Companys performance. The Company also believes that presenting these measures allows investors to view its performance using the same measures that the Company uses in evaluating its financial and business performance and trends. The Company considers quantitative and qualitative factors in assessing whether to adjust for the impact of items that may be significant or that could affect an understanding of its ongoing financial and business performance and trends. The adjustments generally fall within the following categories: constant currency adjustments, intangible asset non-cash impairments, purchase accounting charges, transaction related costs, long-term incentive expense, non-cash pension expenses, severance and related expenses associated with a restructuring, public company readiness, M&A transaction expenses and other one-time items affecting comparability of operating results. See below for a description of adjustments to the Companys U.S. GAAP financial measures included herein. Non-GAAP information should be considered as supplemental in nature and is not meant to be considered in isolation or as a substitute for the related financial information prepared in accordance with U.S. GAAP. In addition, the Companys non-GAAP financial measures may not be the same as or comparable to similar non-GAAP measures presented by other companies.

DEFINITIONS OF THE COMPANYS NON-GAAP FINANCIAL MEASURES

The Companys non-GAAP financial measures and corresponding metrics reflect how the Company evaluates its operating results currently and provide improved comparability of operating results. As new events or circumstances arise, these definitions could change. When these definitions change, the Company provides the updated definitions and presents the related non-GAAP historical results on a comparable basis. When items no longer impact the Companys current or future presentation of non-GAAP operating results, the Company removes these items from its non-GAAP definitions.

The following is a list of non-GAAP financial measures which the Company has discussed or expects to discuss in the future:

-- Constant Currency Presentation: We evaluate our product revenue results on both a reported and a constant currency basis. The constant currency presentation, which is a non-GAAP measure, excludes the impact of fluctuations in foreign currency exchange rates. We believe providing constant currency information provides valuable supplemental information regarding our product revenue results, thereby facilitating period-to-period comparisons of our business performance and is consistent with how management evaluates the Companys performance. We calculate constant currency percentages by converting our current period local currency product revenue results using the prior period exchange rates and comparing these adjusted amounts to our current period reported product revenues. -- Adjusted EBITDA: We define Adjusted EBITDA as net income or loss from our consolidated statements of operations before interest income and expense, income taxes, depreciation and amortization, as well as certain other items that arise outside of the ordinary course of our continuing operations specifically described below: Asset impairment charges: We exclude the impact of charges related to the impairment of goodwill and other long-lived intangible assets. Impairment charges during the calendar year 2020 were incurred only during the predecessor period. We believe that the exclusion of these impairments, which are non-cash, allows for more meaningful comparisons of operating results to peer companies. We believe that this increases period-to-period comparability and is useful to evaluate the performance of the total company.Purchase accounting adjustments: We exclude the impact of purchase accounting adjustments, including the revaluation of inventory at the time of the business combination. These adjustments are non-cash and we believe that the adjustments of these items more closely correlate with the sustainability of our operating performance.Transaction-related expenses: We exclude transaction-related expenses including transaction bonuses that were paid for by the seller of the businesses acquired by the Company on June 25, 2020. We believe that the adjustments of these items more closely correlate with the sustainability of our operating performance.Long-term incentive plan: We exclude the impact of costs relating to the long-term incentive plan. We believe that the adjustments of these items more closely correlate with the sustainability of our operating performance.Non-cash pension expenses: We exclude non-cash pension expenses/credits related to closed, defined pension programs of the Company. We believe that the adjustments of these items more closely correlate with the sustainability of our operating performance.Severance and related expenses: We exclude employee severance and associated expenses related to roles that have been eliminated or reduced in scope as a productivity measure taken by the Company. We believe that the adjustments of these items more closely correlate with the sustainability of our operating performance.Public company readiness: We exclude non-recurring organization and consulting costs incurred to establish required public company capabilities. We believe that the adjustments of these items more closely correlate with the sustainability of our operating performance.Brand Introduction expenses: To measure operating performance, we exclude the Companys sampling program costs with Starbucks. We believe the exclusion of such amounts allows management and the users of the financial statements to better understand our financial results.Restructuring: To measure operating performance, we exclude restructuring costs. We believe that the adjustments of these items more closely correlate with the sustainability of our operating performance.M&A transaction expenses: We exclude expenses directly related to the acquisition of businesses after the business combination on June 25, 2020. We believe that the adjustments of these items more closely correlate with the sustainability of our operating performance.Other items: To measure operating performance, we exclude certain expenses and include certain gains that we believe are operational in nature. We believe the exclusion or inclusion of such amounts allows management and the users of the financial statements to better understand our financial results.

Adjusted EBITDA is not a presentation made in accordance with GAAP, and our use of the term Adjusted EBITDA may vary from the use of similarly-titled measures by others in our industry due to the potential inconsistencies in the method of calculation and differences due to items subject to interpretation. Adjusted EBITDA margin is Adjusted EBITDA for a particular period expressed as a percentage of product revenues for that period.

We use Adjusted EBITDA to measure our performance from period to period both at the consolidated level as well as within our operating segments, to evaluate and fund incentive compensation programs and to compare our results to those of our competitors. In addition to Adjusted EBITDA being a significant measure of performance for management purposes, we also believe that this presentation provides useful information to investors regarding financial and business trends related to our results of operations and that when non-GAAP financial information is viewed with GAAP financial information, investors are provided with a more meaningful understanding of our ongoing operating performance.

Adjusted EBITDA should not be considered as an alternative to net income or loss, operating income, cash flows from operating activities or any other performance measures derived in accordance with GAAP as measures of operating performance or cash flows as measures of liquidity. Adjusted EBITDA has important limitations as an analytical tool and should not be considered in isolation or as a substitute for analysis of our results as reported under GAAP.

The Company cannot reconcile its expected Adjusted EBITDA to Net Income under Outlook without unreasonable effort because certain items that impact net income and other reconciling metrics are out of the Companys control and/or cannot be reasonably predicted at this time. These items include, but are not limited to, share-based compensation expense, impairment of assets, acquisition-related charges and COVID-19 related expenses. These items are uncertain, depend on various factors, and could have a material impact on GAAP reported results for the guidance period.

Adjusted Gross Profit Margin We define Adjusted Gross Profit Margin as Gross Profit excluding all cash and non-cash adjustments, impacting Cost of Goods Sold, included in the Adjusted EBITDA reconciliation, as a percentage of Product Revenues, net. Such adjustments include: depreciation, purchase accounting adjustments, long term incentives and other items adjusted by management to better understand our financial results.

The Company cannot reconcile its expected Adjusted Gross Profit Margin to Gross Profit Margin under Outlook without unreasonable effort because certain items that impact Gross Profit Margin and other reconciling metrics are out of the Companys control and/or cannot be reasonably predicted at this time. These items include, but are not limited to, share-based compensation expense, impairment of assets, acquisition-related charges and COVID-19 related expenses. These items are uncertain, depend on various factors, and could have a material impact on GAAP reported results for the guidance period.

Whole Earth Brands, Inc.Condensed Consolidated Balance Sheets(In thousands of dollars, except for share and per share data)(Unaudited) September30, December31, 2021 2020Assets Current Assets Cash and cash equivalents $ 33,579 $ 16,898 Accounts receivable (net of allowances of $940 and 72,997 56,423 $955, respectively)Inventories 193,509 111,699 Prepaid expenses and other current assets 20,068 5,045 Total current assets 320,153 190,065 Property, Plant and Equipment, net 53,860 47,285 Other Assets Operating lease right-of-use assets 21,596 12,193 Goodwill 241,154 153,537 Other intangible assets, net 271,472 184,527 Deferred tax assets, net 2,296 2,671 Other assets 8,278 6,260 Total Assets $ 918,809 $ 596,538 Liabilities and Stockholders? Equity Current Liabilities Accounts payable $ 41,968 $ 25,200 Accrued expenses and other current liabilities 26,186 29,029 Contingent consideration payable 53,631 ? Current portion of operating lease liabilities 6,123 3,623 Current portion of long-term debt 3,750 7,000 Total current liabilities 131,658 64,852 Non-Current Liabilities Long-term debt 384,070 172,662 Warrant liabilities 2,507 ? Deferred tax liabilities, net 52,403 23,297 Operating lease liabilities, less current portion 19,463 11,324 Other liabilities 15,176 15,557 Total Liabilities 605,277 287,692 Commitments and Contingencies ? ? Stockholders? Equity Preferred shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding atSeptember30, 2021 and December31, 2020 ? ? Common stock, $0.0001 par value; 220,000,000shares authorized; 38,477,723 and 38,426,669 sharesissued and outstanding at September30, 2021 and 4 4 December31, 2020, respectively.Additional paid-in capital 331,125 325,679 Accumulated deficit (26,043 ) (25,442 )Accumulated other comprehensive income 8,446 8,605 Total stockholders? equity 313,532 308,846 Total Liabilities and Stockholders? Equity $ 918,809 $ 596,538

Whole Earth Brands, Inc.Condensed Consolidated and Combined Statements of Operations(In thousands of dollars, except for share and per share data)(Unaudited) (Successor) (Predecessor) Three Three Nine Months From June From Months Months Ended 26, January1, Ended Ended September 2020 to 2020 to September September 30, 2021 September June25, 30, 2021 30, 2020 30, 2020 2020Product $ 128,941 $ 67,002 $ 361,259 $ 71,480 $ 128,328 revenues, netCost of goods 85,912 48,357 241,224 51,065 77,627 soldGross profit 43,029 18,645 120,035 20,415 50,701 Selling,general and 24,838 14,881 85,573 16,827 43,355 administrativeexpensesAmortizationof intangible 4,675 2,700 13,532 2,841 4,927 assetsAssetimpairment ? ? ? ? 40,600 chargesRestructuringand other ? ? 4,503 ? ? expenses Operating 13,516 1,064 16,427 747 (38,181 )income (loss) Change in fairvalue of 2,178 ? (425 ) ? ? warrantliabilitiesInterest (6,553 ) (2,045 ) (18,027 ) (2,161 ) (238 )expense, netLoss onextinguishmentand debt ? ? (5,513 ) ? ? transactioncostsOther income (780 ) (170 ) (280 ) (232 ) 801 (expense), netIncome (loss)before income 8,361 (1,151 ) (7,818 ) (1,646 ) (37,618 )taxes(Benefit)provision for (445 ) 1,684 (8,294 ) 1,694 (3,482 )income taxesNet income $ 8,806 $ (2,835 ) $ 476 $ (3,340 ) $ (34,136 )(loss) Net earnings(loss) per share:Basic $ 0.23 $ (0.07 ) $ 0.01 $ (0.09 ) Diluted $ 0.17 $ (0.07 ) $ 0.01 $ (0.09 )

Whole Earth Brands, Inc.Condensed Consolidated and Combined Statements of Cash Flows(In thousands of dollars)(Unaudited) (Successor) (Predecessor) Nine From June From Months 26, 2020 January1, Ended to 2020 to September September June25, 2020 30, 2021 30, 2020Operating activities Net income (loss) $ 476 $ (3,340 ) $ (34,136 )Adjustments to reconcile net loss tonet cash provided by operating activities:Stock-based compensation 7,191 ? ? Depreciation 3,230 797 1,334 Amortization of intangible assets 13,532 2,841 4,927 Deferred income taxes 2,210 (3,490 ) (5,578 )Asset impairment charges ? ? 40,600 Amortization of inventory fair value (882 ) 8,701 ? adjustmentsNon-cash loss on extinguishment of 4,435 ? ? debtChange in fair value of warrant 425 ? ? liabilitiesChanges in current assets and liabilities:Accounts receivable (2,452 ) (6,535 ) 7,726 Inventories (4,200 ) (3,679 ) 3,576 Prepaid expenses and other current (894 ) (2,516 ) 3,330 assetsAccounts payable, accrued liabilities (16,706 ) (5,618 ) 507 and income taxesOther, net 190 124 (2,378 )Net cash provided by (used in) 6,555 (12,715 ) 19,908 operating activities Investing activities Capital expenditures (7,076 ) (2,139 ) (3,532 )Acquisitions, net of cash acquired (190,231 ) (376,674 ) ? Proceeds from the sale of fixed 4,257 ? ? assetsTransfer from trust account ? 178,875 ? Net cash used in investing activities (193,050 ) (199,938 ) (3,532 ) Financing activities Proceeds from revolving credit 25,000 ? 3,500 facilityRepayments of revolving credit (47,855 ) ? (8,500 )facilityLong-term borrowings 375,000 140,000 ? Repayments of long-term borrowings (138,376 ) (1,750 ) ? Debt issuance costs (11,589 ) (7,139 ) ? Proceeds from sale of common stock 1 75,000 ? and warrantsTax withholdings related to net share (115 ) ? ? settlements of stock-based awardsFunding to Parent, net ? ? (11,924 )Net cash provided by (used in) 202,066 206,111 (16,924 )financing activities

Whole Earth Brands, Inc.Condensed Consolidated and Combined Statements of Cash Flows (Continued)(In thousands of dollars)(Unaudited) (Successor) (Predecessor) Nine Months From June From Ended 26, 2020 January1, September to 2020 30, 2021 September to June25, 30, 2020 2020 Effect of exchange rate changes on 1,110 88 215 cash and cash equivalentsNet change in cash and cash 16,681 (6,454 ) (333 )equivalentsCash and cash equivalents, 16,898 55,535 10,395 beginning of periodCash and cash equivalents, end of $ 33,579 $ 49,081 $ 10,062 period Supplemental disclosure of cash flow informationInterest paid $ 15,627 $ 1,667 $ 798 Taxes paid, net of refunds $ 3,999 $ 1,722 $ 2,244 Supplemental disclosure of non-cash investingNon-cash capital expenditures $ 3,796 $ ? $ ?

Whole Earth Brands, Inc.Adjusted EBITDA Reconciliation(In thousands of dollars)(Unaudited)

(Successor) (Predecessor) Three Months From June From January Three Months Ended Nine Months 26, 1, Ended September Ended 2020 to 2020 to June September 30, 30, September 30, September 25, 2021 2020 2021 30, 2020 2020Product $ 128,941 $ 67,002 $ 361,259 $ 71,480 $ 128,328 revenues, netNet income $ 8,806 $ (2,835 ) $ 476 $ (3,340 ) $ (34,136 )(loss)(Benefit)provision for (445 ) 1,684 (8,294 ) 1,694 (3,482 )income taxesOther expense 780 170 280 232 (801 )(income)Loss onextinguishmentand debt - - 5,513 - - transactioncostsInterest 6,553 2,045 18,027 2,161 238 expense, netChange in fairvalue of (2,178 ) - 425 - - warrantliabilitiesOperating 13,516 1,064 16,427 747 (38,181 )income (loss)Depreciation 1,110 754 3,230 797 1,334 Amortizationof intangible 4,675 2,700 13,532 2,841 4,927 assetsAssetimpairment - - - - 40,600 chargesPurchaseaccounting (2,608 ) 8,701 (882 ) 8,701 - adjustmentsTransactionrelated - 214 415 883 10,348 expensesLong term 2,711 378 7,729 357 562 incentive planNon-cashpension - - - 32 335 expenseSeverance andrelated - 311 - 367 1,105 expensesPublic company 555 2,183 2,358 2,213 569 readinessBrandintroduction - 207 - 229 1,131 costsRestructuring - - 4,503 - - M&Atransaction 495 - 10,437 - - expensesOther items 1,672 (12 ) 3,825 15 634 Adjusted $ 22,127 $ 16,500 $ 61,574 $ 17,182 $ 23,366 EBITDA

Whole Earth Brands, Inc.Constant Currency Product Revenues, Net Reconciliation(In thousands of dollars)

$ in Thousands Three Months Ended September 30, $ change % change Product Constant Foreign Constant Foreignrevenues, 2021 2020 Reported Dollar Exchange Reported Dollar Exchange net ^(2)Branded CPG $ 102,693 $ 41,006 $ 61,687 $ 61,151 $ 536 150.4 % 149.1 % 1.3 % Flavors & 26,248 25,996 252 252 - 1.0 % 1.0 % 0.0 % IngredientsCombined $ 128,941 $ 67,002 $ 61,939 $ 61,403 $ 536 92.4 % 91.6 % 0.8 % ProformaOrganic^(^ 1)Branded CPG $ 102,693 $ 94,972 $ 7,721 $ 7,185 $ 536 8.1 % 7.6 % 0.6 % Flavors & 26,248 25,996 252 252 - 1.0 % 1.0 % 0.0 % IngredientsCombined $ 128,941 $ 120,968 $ 7,973 $ 7,437 $ 536 6.6 % 6.1 % 0.4 % Nine Months Ended September 30, $ change % change Product Constant Foreign Constant Foreignrevenues, 2021 2020 Reported Dollar Exchange Reported Dollar Exchange net ^(2)Branded CPG $ 283,585 $ 124,306 $ 159,279 $ 153,553 $ 5,726 128.1 % 123.5 % 4.6 % Flavors & 77,674 75,502 2,172 2,172 - 2.9 % 2.9 % 0.0 % IngredientsCombined $ 361,259 $ 199,808 $ 161,451 $ 155,725 $ 5,726 80.8 % 77.9 % 2.9 % ProformaOrganic^(^ 1)Branded CPG $ 303,959 $ 290,699 $ 13,260 $ 7,534 $ 5,726 4.6 % 2.6 % 2.0 % Flavors & 77,674 75,502 2,172 2,172 - 2.9 % 2.9 % 0.0 % IngredientsCombined $ 381,633 $ 366,201 $ 15,432 $ 9,706 $ 5,726 4.2 % 2.7 % 1.6 % ^(1) Product revenues, net shown on a like for like basis, including the impact of both acquisitions for all periods in both the current and prior year periods^(2) The "foreign exchange" amounts presented, reflect the estimated impact from fluctuations in foreign currency exchange rates on product revenues.

Whole Earth Brands, Inc.GAAP to Adjusted EBITDA Reconciliation(In thousands of dollars)

Three Months Ended September 30, 2020 Three Months Ended September 30, 2021 GAAP Non-cash adj. Cash adj. Adjusted GAAP Non-cash adj. Cash adj. Adjusted $ Change % Change EBITDA EBITDAProduct $ 67,002 $ - $ - $ 67,002 $ 128,941 $ - $ - $ 128,941 $ 61,939 92.4 % revenues, netCost of goods 48,357 (9,456 ) (207 ) 38,694 85,912 1,255 (1,597 ) 85,571 46,876 121.1 % soldGross profit 18,645 9,456 207 28,308 43,029 (1,255 ) 1,597 43,370 15,063 53.2 % Gross profit 27.8 % 42.2 % 33.4 % 33.6 % (8.6 %) margin %Selling,general and 14,881 - (3,073 ) 11,808 24,838 (2,543 ) (1,051 ) 21,244 9,436 79.9 % administrativeexpensesAmortizationof intangible 2,700 (2,700 ) - - 4,675 (4,675 ) - - - - assetsAssetimpairment - - - - - - - - - - chargesRestructuringand other - - - - - - - - - - non-recurringexpensesOperating $ 1,064 $ 12,156 $ 3,280 $ 16,500 $ 13,516 $ 5,963 $ 2,647 $ 22,127 $ 5,627 34.1 % incomeOperating 1.6 % 24.6 % 10.5 % 17.2 % (7.5 %) margin % Nine Months Ended September 30, 2020 Nine Months Ended September 30, 2021 GAAP Non-cash adj. Cash adj. Adjusted GAAP Non-cash adj. Cash adj. Adjusted $ Change % Change EBITDA EBITDAProduct $ 199,808 $ - $ - $ 199,808 $ 361,259 $ - $ - $ 361,259 $ 161,451 80.8 % revenues, netCost of goods 128,692 (10,833 ) (1,634 ) 116,225 241,224 (2,518 ) (2,878 ) 235,827 119,602 102.9 % soldGross profit 71,116 10,833 1,634 83,583 120,035 2,518 2,878 125,432 41,849 50.1 % Gross profit 35.6 % 41.8 % 33.2 % 34.7 % (7.1 %) margin %Selling,general and 60,182 (367 ) (16,780 ) 43,035 85,573 (9,058 ) (12,657 ) 63,858 20,823 48.4 % administrativeexpensesAmortizationof intangible 7,768 (7,768 ) - - 13,532 (13,532 ) - - - - assetsAssetimpairment 40,600 (40,600 ) - - - - - - - - chargesRestructuringand other - - - - 4,503 (358 ) (4,145 ) - - - non-recurringexpensesOperating $ (37,434 ) $ 59,568 $ 18,414 $ 40,548 $ 16,427 $ 25,466 $ 19,681 $ 61,574 $ 21,026 51.9 % incomeOperating (18.7 %) 20.3 % 4.5 % 17.0 % (3.2 %) margin %

Note The nine months ended September 30, 2020 combines the successor period from June 26, 2020 through September 30, 2020 and the predecessor period from January 1, 2020 through June 25, 2020.

Whole Earth Brands, Inc.Adjustments to Operating Income by Income Statement Line and Nature(In thousands of dollars)

Three Months Ended September 30, 2020 Three Months Ended September 30, 2021 Non-Cash Cost of Amort. Of Asset Operating Cost of Amort. Of Asset Operatingadjustments Goods SG&A Intangibles impair-ment Restruct-uring Income Goods Sold SG&A Intangibles impair-ment Restruct-uring Income SoldDepreciation $ 754 $ - $ - $ - $ - $ 754 $ 925 $ 185 $ - $ - $ - $ 1,110 Amortizationof intangible - - 2,700 - - 2,700 - - 4,675 - - 4,675 assetsAssetimpairment - - - - - - - - - - - - chargesRestructuring - - - - - - - - - - - - Non-cashpension - - - - - - - - - - - - expenseLong term - - - - - - 375 2,336 - - - 2,711 incentive planPurchaseaccounting 8,701 - - - - 8,701 (2,608 ) - - - - (2,608 ) costsOther items - - - - - - 53 22 - - - 75 Total non-cash $ 9,456 $ - $ 2,700 $ - $ - $ 12,156 $ (1,255 ) $ 2,543 $ 4,675 $ - $ - $ 5,963 adjustmentsCash adjustmentsRestructuring - - - - - - - - - - - Long term - 378 - - - 378 - - - - - - incentive planTransactionrelated - 214 - - - 214 - - - - - - expensesSeverance andrelated - 311 - - - 311 - - - - - - expensesPublic company - 2,183 - - - 2,183 - 555 - - - 555 readinessBrandintroduction 207 - - - - 207 - - - - - - costsM&Atransaction - - - - - - - 495 - - - 495 expensesOther items - (12 ) - - - (12 ) 1,597 - - - - 1,597 Total cash $ 207 $ 3,073 $ - $ - $ - $ 3,280 $ 1,597 $ 1,051 $ - $ - $ - $ 2,647 adjustmentsTotal $ 9,663 $ 3,073 $ 2,700 $ - $ - $ 15,436 $ 341 $ 3,594 $ 4,675 $ - $ - $ 8,611 adjustments Nine Months Ended September 30, 2020 Nine Months Ended September 30, 2021 Non-Cash Cost of Amort. Of Asset Operating Cost of Amort. Of Asset Operatingadjustments Goods SG&A Intangibles impair-ment Restruct-uring Income Goods Sold SG&A Intangibles impair-ment Restruct-uring Income SoldDepreciation $ 2,131 $ - $ - $ - $ - $ 2,131 $ 2,985 $ 245 $ - $ - $ - $ 3,230 Amortizationof intangible - - 7,768 - - 7,768 - - 13,532 - - 13,532 assetsAssetimpairment - - - 40,600 - 40,600 - - - - - - chargesRestructuring - - - - - - - - - - 358 358 Non-cashpension - 367 - - - 367 - - - - - - expenseLong term - - - - - - 274 7,551 - - - 7,826 incentive planPurchaseaccounting 8,701 - - - - 8,701 (882 ) - - - - (882 ) costsOther items - - - - - - 141 1,262 - - - 1,403 Total non-cash $ 10,833 $ 367 $ 7,768 $ 40,600 $ - $ 59,568 $ 2,518 $ 9,058 $ 13,532 $ - $ 358 $ 25,466 adjustmentsCash adjustmentsRestructuring - - - - - - - - - - 4,145 4,145 Long term 47 872 - - - 919 (22 ) (75 ) - - - (97 ) incentive planTransactionrelated - 11,231 - - - 11,231 - 415 - - - 415 expensesSeverance andrelated - 1,472 - - - 1,472 - - - - - - expensesPublic company - 2,782 - - - 2,782 - 2,358 - - - 2,358 readinessBrandintroduction 1,360 - - - - 1,360 - - - - - - costsM&Atransaction - - - - - - - 10,437 - - - 10,437 expensesOther items 227 422 - - - 649 2,900 (477 ) - - - 2,423 Total cash $ 1,634 $ 16,780 $ - $ - $ - $ 18,414 $ 2,878 $ 12,657 $ - $ - $ 4,145 $ 19,681 adjustmentsTotal $ 12,467 $ 17,147 $ 7,768 $ 40,600 $ - $ 77,982 $ 5,397 $ 21,715 $ 13,532 $ - $ 4,503 $ 45,147 adjustments

Note The nine months ended September 30, 2020 combines the successor period from June 26, 2020 through September 30, 2020 and the predecessor period from January 1, 2020 through June 25, 2020.

Non-cash adjustments The Adjusted EBITDA reconciliation includes certain transactions that are non-cash in nature. Such items include depreciation, amortization of intangibles, asset impairment charges, non-cash pension expense, long-term incentive plan expenses (stock based compensation) and purchase accounting adjustments.

Cash adjustments The Adjusted EBITDA reconciliation includes certain transactions that are one-off, non-recurring in nature, but have been or will be settled in cash.