Whole Earth Brands, Inc. Annual report pursuant to Section 13 and 15(d)

Annual report pursuant to Section 13 and 15(d)

EARNINGS PER SHARE

EARNINGS PER SHARE

12 Months Ended

Dec. 31, 2023

NOTE 14: 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 EPS for the years ended December 31, 2023, 2022 and 2021 is shown below (in thousands, except for share and per share data):


	Year Ended
	December 31, 2023		December 31, 2022		December 31, 2021
EPS numerator:
Net (loss) income attributable to common shareholders	$	(38,096)	$	(58,752)	$	83
Less: Change in fair value of warrant liabilities	—		—		(29)
Numerator - diluted	$	(38,096)	$	(58,752)	$	54

EPS denominator:
Weighted average shares outstanding - basic	42,483,083		41,481,079		38,505,458
Effect of dilutive securities	—		—		1,370,929
Weighted average shares outstanding - diluted	42,483,083		41,481,079		39,876,387

Net earnings (loss) per share:
Basic	$	(0.90)	$	(1.42)	$	0.00
Diluted	$	(0.90)	$	(1.42)	$	0.00

For the year ended December 31, 2023, 20,263,300 warrants, 2,116,671 RSUs, and 214,556 RSAs were excluded from the diluted EPS calculation because they were determined to be anti-dilutive. For the year ended December 31, 2022, 20,263,300 warrants, 1,538,759 RSUs, and 131,470 RSAs were excluded from the diluted EPS calculation because they were determined to be anti-dilutive. Additionally, at December 31, 2023, 2022 and 2021, 1,530,360, 631,377 and 282,141 PSUs, respectively, were excluded from the diluted EPS calculation because they are subject to performance conditions that were not satisfied.